Cover Page	9 Months Ended
Cover Page	Sep. 30, 2019 shares
Cover page.
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2019
Document Transition Report	false
Entity File Number	001-35134
Entity Registrant Name	LEVEL 3 PARENT, LLC
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-0210602
Entity Address, Address Line One	1025 Eldorado Blvd.,
Entity Address, City or Town	Broomfield,
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80021-8869
City Area Code	720
Local Phone Number	888-1000
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	0
Entity Central Index Key	0000794323
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3

Consolidated Statements of Operations - USD ($) $ in Millions	3 Months Ended			9 Months Ended
	Sep. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
OPERATING REVENUE
Operating revenues	$ 2,064		$ 2,010	$ 6,124	$ 6,149
OPERATING EXPENSES
Cost of services and products (exclusive of depreciation and amortization)	960		976	2,846	2,954
Selling, general and administrative	289		311	964	1,043
Operating expenses - affiliates	76		65	209	173
Depreciation and amortization	430		431	1,209	1,295
Goodwill impairment	0	$ 3,700	0	3,708	0
Total operating expenses	1,755		1,783	8,936	5,465
OPERATING INCOME (LOSS)	309		227	(2,812)	684
OTHER (EXPENSE) INCOME
Interest income - affiliate	15		18	47	50
Interest expense	(123)		(137)	(384)	(381)
Other (expense) income, net	(13)		18	2	21
Total other expense, net	(121)		(101)	(335)	(310)
INCOME (LOSS) BEFORE INCOME TAXES	188		126	(3,147)	374
Income tax expense	74		38	214	184
NET INCOME (LOSS)	114		88	(3,361)	190
Non-Affiliate Revenue
OPERATING REVENUE
Operating revenues	2,023		1,984	5,990	6,071
Affiliate Services
OPERATING REVENUE
Operating revenues	$ 41		$ 26	$ 134	$ 78

Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Statement of Comprehensive Income [Abstract]
NET INCOME (LOSS)	$ 114	$ 88	$ (3,361)	$ 190
OTHER COMPREHENSIVE LOSS:
Foreign currency translation adjustments, net of $22, $(1), $24 and $29 tax	(110)	(1)	(115)	(164)
Other comprehensive loss, net of tax	(110)	(1)	(115)	(164)
COMPREHENSIVE INCOME (LOSS)	$ 4	$ 87	$ (3,476)	$ 26

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Statement of Comprehensive Income [Abstract]
Foreign currency translation adjustments, tax effect	$ 22	$ (1)	$ 24	$ 29

Consolidated Balance Sheets - USD ($) $ in Millions	Sep. 30, 2019	Dec. 31, 2018
CURRENT ASSETS
Cash and cash equivalents	$ 1,224	$ 243
Restricted cash	3	4
Accounts receivable, less allowance of $14 and $11	718	712
Note receivable - affiliate	1,590	1,825
Other	294	234
Total current assets	3,829	3,018
Property, plant and equipment, net of accumulated depreciation of $1,610 and $1,021	9,719	9,453
GOODWILL AND OTHER ASSETS
Goodwill	7,389	11,119
Operating lease assets	1,102
Restricted cash	19	25
Other, net	550	699
Total goodwill and other assets	16,544	19,820
TOTAL ASSETS	30,092	32,291
CURRENT LIABILITIES
Current maturities of long-term debt	407	6
Accounts payable	753	726
Accounts payable - affiliates	552	246
Accrued expenses and other liabilities
Salaries and benefits	216	233
Income and other taxes	113	130
Current operating lease liabilities	244
Interest	78	95
Other	71	78
Current portion of deferred revenue	296	310
Total current liabilities	2,730	1,824
LONG-TERM DEBT	10,995	10,838
DEFERRED REVENUE AND OTHER LIABILITIES
Deferred revenue	1,264	1,181
Deferred income taxes, net	225	202
Noncurrent operating lease liabilities	900
Other	286	369
Total deferred revenue and other liabilities	2,675	1,752
COMMITMENTS AND CONTINGENCIES
MEMBER'S EQUITY
Member's equity	13,978	18,048
Accumulated other comprehensive loss	(286)	(171)
Total member's equity	13,692	17,877
TOTAL LIABILITIES AND MEMBER'S EQUITY	30,092	32,291
Customer Contracts And Relationships
GOODWILL AND OTHER ASSETS
Intangible assets, net	7,026	7,567
Other Intangible Assets
GOODWILL AND OTHER ASSETS
Intangible assets, net	$ 458	$ 410

Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Millions	Sep. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 14	$ 11
Accumulated depreciation	$ 1,610	$ 1,021

Consolidated Statements of Cash Flows - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
OPERATING ACTIVITIES
Net income (loss)	$ (3,361)	$ 190
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	1,209	1,295
Goodwill impairment	3,708	0
Deferred income taxes	165	175
Changes in current assets and liabilities:
Accounts receivable	(28)	51
Accounts payable	(72)	(64)
Other assets and liabilities, net	(126)	(118)
Other assets and liabilities, affiliate	306	55
Changes in other noncurrent assets and liabilities, net	57	37
Other, net	(14)	6
Net cash provided by operating activities	1,844	1,627
INVESTING ACTIVITIES
Capital expenditures	(982)	(726)
Payments of notes receivable - affiliates	235	0
Proceeds from sale of property, plant and equipment and other assets	27	119
Other, net	(25)	0
Net cash used in investing activities	(745)	(607)
FINANCING ACTIVITIES
Net proceeds from issuance of long-term debt	988	0
Payments of long-term debt	(404)	(5)
Distributions	(709)	(1,130)
Net cash used in financing activities	(125)	(1,135)
Net increase (decrease) in cash, cash equivalents and restricted cash	974	(115)
Cash, cash equivalents and restricted cash at beginning of period	272	331
Cash, cash equivalents and restricted cash at end of period	1,246	216
Supplemental cash flow information
Income taxes paid, net	(17)	(24)
Interest paid	(416)	(404)
Cash, cash equivalents and restricted cash:
Total	$ 272	$ 216

Consolidated Statements of Cash Flows (parentheticals) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Statement of Cash Flows [Abstract]
Capitalized interest	$ 9	$ 0

Consolidated Statements of Member's Equity - USD ($) $ in Millions	Total	AOCI Attributable to Parent	Member Units
MEMBER'S EQUITY
TOTAL MEMBER'S EQUITY		$ 18
Balance at beginning of period at Dec. 31, 2017		18	$ 19,254
MEMBER'S EQUITY
Net income (loss)	$ 190
Other comprehensive loss	(164)
Purchase price accounting adjustments			(5)
Distributions			(1,130)
Balance at end of period at Sep. 30, 2018		(140)	18,312
Balance at beginning of period at Jun. 30, 2018		(139)	18,749
MEMBER'S EQUITY
Net income (loss)	88
Other comprehensive loss	(1)
Distributions			(525)
Balance at end of period at Sep. 30, 2018		(140)	18,312
MEMBER'S EQUITY
TOTAL MEMBER'S EQUITY	18,172	(140)
TOTAL MEMBER'S EQUITY	17,877	(171)
Balance at beginning of period at Dec. 31, 2018		(171)	18,048
MEMBER'S EQUITY
Net income (loss)	(3,361)
Other comprehensive loss	(115)
Distributions			(709)
Balance at end of period at Sep. 30, 2019		(286)	13,978
Balance at beginning of period at Jun. 30, 2019		(176)	14,008
MEMBER'S EQUITY
Net income (loss)	114
Other comprehensive loss	(110)
Distributions			(144)
Balance at end of period at Sep. 30, 2019		(286)	$ 13,978
MEMBER'S EQUITY
TOTAL MEMBER'S EQUITY	$ 13,692	$ (286)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Consolidated Statements of Member's Equity (Parenthetical) $ in Millions	Jan. 01, 2018 USD ($)
Member Units \| Accounting Standards Update 2014-09
Cumulative effect of new accounting, tax	$ 3

Background	9 Months Ended
Background	Sep. 30, 2019
Accounting Policies [Abstract]
Background	Background General We are an international facilities-based communications provider of a broad range of integrated communications services. We designed our network to provide communications services that employ and take advantage of rapidly improving underlying optical, Internet Protocol, computing and storage technologies. Effective November 1, 2017, we were acquired by CenturyLink in a cash and stock transaction, including the assumption of our debt (the "CenturyLink Merger"). Basis of Presentation Our consolidated balance sheet as of December 31, 2018, 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, 2018. The accompanying consolidated financial statements include our accounts and the accounts of our subsidiaries in which we have a controlling interest. Intercompany amounts and transactions with our consolidated subsidiaries have been eliminated. Transactions with our non-consolidated affiliates (CenturyLink and its other subsidiaries, referred to herein as affiliates) have not been eliminated. Due to exchange restrictions and other conditions, effective at the end of the third quarter of 2015, we deconsolidated our Venezuelan subsidiary and began accounting for our investment in our Venezuelan subsidiary using the cost method of accounting. The factors that led to our conclusions at the end of the third quarter of 2015 continued to exist through the third quarter of 2019. We reclassified certain prior period amounts to conform to the current period presentation, including the categorization of our revenue for three and nine months ended September 30, 2019 and 2018. Segments Our operations are integrated into and reported as part 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 SEC. Consequently, we do not provide our discrete financial information to the CODM on a regular basis. As such, we have one reportable segment. Recently Adopted Accounting Pronouncements We adopted Accounting Standards Update ("ASU") 2016-02, "Leases (ASC 842)", as of January 1, 2019, using the non-comparative transition option pursuant to ASU 2018-11. Therefore, we have not restated comparative period financial information for the effects of ASC 842, and we will not make the new required lease disclosures for comparative periods beginning before January 1, 2019. Instead, we have recognized ASC 842's cumulative effect transition adjustment (discussed below) as of January 1, 2019. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things (i) allowed us to carry forward the historical lease classification; (ii) did not require us to reassess whether any expired or existing contracts are or contain leases under the new definition of a lease; and (iii) did not require us to reassess whether previously capitalized initial direct costs for any existing leases would qualify for capitalization under ASC 842. We also elected the practical expedient related to land easements, allowing us to carry forward our accounting treatment for land easements on existing agreements. We did not elect the hindsight practical expedient regarding the likelihood of exercising a lessee purchase option or assessing any impairment of right-of-use assets for existing leases. On March 5, 2019, the Financial Accounting Standards Board ("FASB") issued ASU 2019-01, "Leases (ASC 842): Codification Improvements", effective for public companies for fiscal years beginning after December 15, 2019. The new ASU aligns the guidance in ASC 842 for determining fair value of the underlying asset by lessors that are not manufacturers or dealers, with that of existing guidance. As a result, the fair value of the underlying asset at lease commencement is its cost, reflecting any volume or trade discounts that may apply. However, if there has been a significant lapse of time between when the underlying asset is acquired and when the lease commences, the definition of fair value (in ASC 820, "Fair Value Measurement") should be applied. More importantly, the ASU also exempts both lessees and lessors from having to provide certain interim disclosures in the fiscal year in which a company adopts the new leases standard. Early adoption permits public companies to adopt concurrent with the transition to ASC 842 on leases. We adopted ASU 2019-01 as of January 1, 2019. Adoption of the new standards resulted in the recording of operating lease assets and operating lease liabilities of approximately $1.3 billion and $1.4 billion, respectively, as of January 1, 2019. The standards did not materially impact our consolidated net earnings and had no impact on cash flows. Our financial position for reporting periods beginning on or after January 1, 2019 is presented under the new guidance, as discussed above, while prior period amounts are not adjusted and continue to be reported in accordance with previous guidance. Recently Issued Accounting Pronouncements Financial Instruments In June 2016, the FASB issued ASU 2016-13, "Measurement of Credit Losses on Financial Instruments". 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 evaluating the potential impact ASU 2016-13 will have on our financial assets measured at amortized cost including, but not limited to, customer receivables and contract asset balances. Over the fourth quarter we will complete our evaluation of the impact to our accounting and internal controls over financial reporting as a result of ASU 2016-13. We expect to adopt ASU 2016-13 on January 1, 2020 and recognize the impacts through a cumulative adjustment to accumulated deficit as of the date of adoption. Subsequent Event As of the date of this report, $250 million of distributions were declared and $225 million were paid to our parent in the fourth quarter of 2019.

Goodwill, Customer Relationships and Other Intangible Assets

9 Months Ended

Sep. 30, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill, Customer Relationships and Other Intangible Assets

Goodwill, customer relationships and other intangible assets consisted of the following:



	September 30, 2019		December 31, 2018
	(Dollars in millions)
Goodwill	$	7,389	11,119
Customer relationships, less accumulated amortization of $1,355 and $833	$	7,026	7,567
Other intangible assets subject to amortization:
Trade names, less accumulated amortization of $50 and $30	80		100
Developed technology, less accumulated amortization of $121 and $67	378		310
Total other intangible assets, net	$	458	410

Our goodwill was derived from CenturyLink's acquisition of us where the purchase price exceeded the fair value of the net assets acquired.

We are required to perform an impairment test related to our goodwill annually, which we perform as of October 31, or sooner if an indicator of impairment occurs. The decline in CenturyLink's stock price triggered impairment testing in the first quarter of 2019. Due to this impairment indicator, we evaluated our goodwill as of March 31, 2019. There was not an additional triggering event during the third quarter of 2019.

When we performed our October 31, 2018 annual impairment test, we estimated the fair value of equity by considering both a market approach and a discounted cash flow method. The market approach method includes the use of multiples of publicly traded companies whose services are comparable to ours. The discounted cash flow method is based on the present value of projected cash flows and a terminal value, which represents the expected normalized cash flows beyond the cash flows from the discrete projection period. Because CenturyLink's low stock price was a trigger for impairment testing, we estimated the fair value of our operations using only the market approach in the quarter ended March 31, 2019. Applying this approach, we utilized company comparisons and analyst reports within the telecommunications industry which have historically supported a range of fair values of annualized revenue and EBITDA multiples between 2.1x and 4.9x and 4.9x and 9.8x, respectively. We selected a revenue and EBITDA multiple within this range. For the three months ended March 31, 2019, based on our assessments performed as described above, we concluded that the estimated fair value was less than our carrying value of equity as of the date of our triggering event during the first quarter. As a result, we recorded a non-cash, non-tax-deductible goodwill impairment charge aggregating to $3.7 billion in the first quarter of 2019.

The market multiples approach that we used incorporates significant estimates and assumptions related to the forecasted results for the remainder of the year, including revenues, expenses, and the achievement of other cost synergies. In developing the market multiple, we also considered observed trends of our industry participants. Our failure to attain these forecasted results or changes in trends could result in future impairments. Our assessment included many qualitative factors that required significant judgment. Alternative interpretations of these factors could have resulted in different conclusions regarding the size of our impairments. Continued declines in our profitability or cash flows or the continued sustained low trading prices of CenturyLink's common stock may result in further impairment.

Total amortization expense for intangible assets for the three months ended September 30, 2019 and 2018, was $206 million and $204 million, respectively, and for the nine months ended September 30, 2019 and 2018, was $604 million and $595 million, respectively. As of September 30, 2019, the gross carrying amount of goodwill, customer relationships, indefinite-life and other intangible assets was $16.4 billion.

We estimate that total amortization expense for intangible assets for the years ending December 31, 2019 through 2023 will be as follows:



	(Dollars in millions)
2019 (remaining three months)	$	205
2020	825
2021	825
2022	764
2023	743

The following table shows the rollforward of goodwill from December 31, 2018 through September 30, 2019:



	(Dollars in millions)
As of December 31, 2018	$	11,119
Effect of foreign currency rate change and other	(22		)
Impairment	(3,708		)
As of September 30, 2019	$	7,389

Revenue Recognition

9 Months Ended

Sep. 30, 2019

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Refer to the Revenue Recognition section of Note 1—Background and Summary of Significant Accounting Policies and Note 4—Revenue Recognition in our annual report on Form 10-K for the year ended December 31, 2018 for further information regarding our application of ASC 606, “Revenue from Contracts with Customers”, including practical expedients and judgments applied in determining the amounts and timing of revenue from contracts with customers.

Reconciliation of Total Revenue to Revenue from Contracts with Customers

The following table provides the amount of revenue that is not subject to ASC 606, but is instead governed by other accounting standards:



	Three Months Ended September 30,					Nine Months Ended September 30,
	2019			2018		2019		2018
	(Dollars in millions)
Total revenue	$	2,064		2,010		6,124		6,149
Adjustments for non-ASC 606 revenue ⁽¹⁾	(94		)	(72	)	(288	)	(221	)
Total revenue from contracts with customers	$	1,970		1,938		5,836		5,928

_____________________________________________________________________


⁽¹⁾	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, contract assets and contract liabilities as of September 30, 2019 and December 31, 2018:



	September 30, 2019		December 31, 2018
	(Dollars in millions)
Customer receivables ⁽¹⁾	$	737	712
Contract assets	31		19
Contract liabilities	412		393


(1)	Gross customer receivables of $751 million and $723 million, net of allowance for doubtful accounts of $14 million and $11 million, at September 30, 2019 and December 31, 2018, respectively.

Contract liabilities are consideration we have received from our customers or billed in advance of providing goods or services promised in the future. We defer recognizing this consideration as revenue 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 sheets.

The following table provides information about revenue recognized for the three and nine months ended September 30, 2019 and 2018:



	Three Months Ended September 30,			Nine Months Ended September 30,
	2019		2018	2019	2018
	(Dollars in millions)
Revenue recognized in the period from:
Amounts included in contract liability at the beginning of the period (January 1, 2019 and 2018, respectively)	$	27	22	146	135
Performance obligations satisfied in previous periods	—		—	—	—

Performance Obligations

As of September 30, 2019, 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 $5.2 billion. We expect to recognize approximately 69% of this revenue through 2021, with the balance recognized thereafter.

We do not disclose the value of unsatisfied performance obligations for contracts for 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 tables provide changes in our contract acquisition costs and fulfillment costs:



	Three Months Ended September 30,
	2019					2018
	(Dollars in millions)
	Acquisition Costs			Fulfillment Costs		Acquisition Costs		Fulfillment Costs
Beginning of period balance	$	73		106		34		52
Costs incurred	13			26		16		22
Amortization	(12		)	(17	)	(5	)	(8	)
End of period balance	$	74		115		45		66



	Nine Months Ended September 30,
	2019					2018
	(Dollars in millions)
	Acquisition Costs			Fulfillment Costs		Acquisition Costs		Fulfillment Costs
Beginning of period balance	$	64		84		13		14
Costs incurred	42			77		42		69
Amortization	(32		)	(46	)	(10	)	(17	)
End of period balance	$	74		115		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.

Deferred acquisition and fulfillment costs are amortized based on the transfer of services on a straight-line basis over an expected contract term between 12 and 60 months for our business customers and amortized fulfillment costs are included in cost of services and products and amortized acquisition costs are included in selling, general and administrative expenses in our consolidated statements of operations. The amount of these deferred costs that are expected to be amortized in the next twelve months are included in other current assets on our consolidated balance sheets. The amount of deferred costs expected to be amortized beyond the next twelve months is included in other non-current assets on our consolidated balance sheets. Deferred acquisition and fulfillment costs are assessed for impairment on an annual basis.

Products and Services Revenue

We categorize our products, services and revenue among the following five categories:


•	IP and Data Services, which include primarily VPN data networks, Ethernet, IP, video (including our CDN services and Vyvx broadcast services) and other ancillary services;


•	Transport and Infrastructure, which includes private line (including business data services), wavelength, colocation and data center services, including cloud, hosting and application management solutions, professional services, network security services, dark fiber services and other ancillary services;


•	Voice and Collaboration, which includes primarily TDM voice services, VOIP and other ancillary services;


•	Other, which includes sublease rental income and information technology services and managed services, which may be purchased in conjunction with our other network services; and


•	Affiliate Services, we provide our non-consolidated affiliates with telecommunication services that we also provide to external customers.

From time to time, we may change the categorization of our products and services.

Our operating revenue for our products and services consisted of the following categories:



	Three Months Ended September 30,			Nine Months Ended September 30,
	2019		2018	2019	2018
	(Dollars in millions)
IP and Data Services	$	972	970	2,917	2,961
Transport and Infrastructure	668		664	1,981	2,013
Voice and Collaboration	379		349	1,085	1,094
Other	4		1	7	3
Affiliate Services	41		26	134	78
Total operating revenue	$	2,064	2,010	6,124	6,149

We recognize revenue 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. These USF surcharges, where we record revenue and transaction taxes, are assigned to the products and services categories based on the underlying revenue. 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.

The following table provides the amount of USF surcharges and transaction taxes:



	Three Months Ended September 30,			Nine Months Ended September 30,
	2019		2018	2019	2018
	(Dollars in millions)
USF surcharges and transaction taxes	$	116	96	326	301

Leases

9 Months Ended

Sep. 30, 2019

Leases [Abstract]

Leases

Financial position for reporting periods beginning on or after January 1, 2019 are presented under the new guidance, while prior periods amounts are not adjusted and continue to be reported in accordance with previous guidance, as discussed in Note 1—Background and Summary of Significant Accounting Policies.

We primarily lease various office facilities, switching and colocation facilities, equipment and dark fiber. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term.

We determine if an arrangement is a lease at inception and whether that lease meets the classification criteria of a finance or operating lease. Lease-related assets, or right-of-use assets, are recognized at the lease commencement date at amounts equal to the respective lease liabilities. Lease-related liabilities are recognized at the present value of the remaining contractual fixed lease payments, discounted using our incremental borrowing rates. As part of the present value calculation for the lease liabilities, we use an incremental borrowing rate as the rates implicit in the leases are not readily determinable. The incremental borrowing rates used for lease accounting are based on our unsecured rates, adjusted to approximate the rates at which we could borrow on a collateralized basis over a term similar to the recognized lease term. We apply the incremental borrowing rates to lease components using a portfolio approach based upon the length of the lease term and the reporting entity in which the lease resides. Operating lease expense is recognized on a straight-line basis over the lease term, while variable lease payments are expensed as incurred.

Some of our lease arrangements contain lease components (including fixed payments, such as, rent, real estate taxes and insurance costs) and non-lease components (including common-area maintenance costs). We generally account for each component separately based on the estimated standalone price of each component. For colocation leases, we account for the lease and non-lease components as a single lease component.

Many of our lease agreements contain renewal options; however, we do not recognize right-of-use assets or lease liabilities for renewal periods unless it is determined that we are reasonably certain of renewing the lease at inception or when a triggering event occurs. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain to be exercised. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Lease expense consisted of the following:



	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
	(Dollars in millions)
Operating and short-term lease cost	$	92	288
Finance lease cost:
Amortization of right-of-use assets	3		10
Interest on lease liability	2		8
Total finance lease cost	5		18
Total lease cost	$	97	306

Supplemental unaudited consolidated balance sheet information and other information related to leases:



		September 30,
Leases (millions)	Classification on the Balance Sheet	2019
Assets
Operating lease assets	Operating lease assets	$	1,102
Finance lease assets	Property, plant and equipment, net of accumulated depreciation	147
Total leased assets		$	1,249

Liabilities
Current
Operating	Current operating lease liabilities	$	244
Finance	Current portion of long-term debt	7
Noncurrent
Operating	Noncurrent operating lease liabilities	900
Finance	Long-term debt	153
Total lease liabilities		$	1,304

Weighted-average remaining lease term (years)
Operating leases		11.1
Finance leases		13.4
Weighted-average discount rate
Operating leases		6.59		%
Finance leases		5.68		%

Supplemental unaudited consolidated cash flow statement information related to leases:



	Nine Months Ended September 30, 2019
	(Dollars in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	296
Operating cash flows from finance leases	8
Financing cash flows from finance leases	3

As of September 30, 2019, maturities of lease liabilities were as follows:



	Operating Leases			Finance Leases
	(Dollars in millions)
2019 (remaining three months)	$	75		6
2020	277			15
2021	231			16
2022	199			16
2023	169			16
Thereafter	701			165
Total lease payments	1,652			234
Less: interest	(508		)	(74	)
Total	1,144			160
Less: current portion	(244		)	(7	)
Long-term portion	$	900		153

As of September 30, 2019, we had no material operating or finance leases that had not yet commenced.

Operating Lease Income

We lease various IRUs, office facilities, switching facilities and other network sites to third parties under operating leases. Lease and sublease income are included in operating revenue in the consolidated statements of operations.

For the three and nine months ended September 30, 2019, our gross rental income was $52 million and $153 million, respectively, which represents 2.5% of our operating revenue for both periods. For the three and nine months ended September 30, 2018, our gross rental income was $47 million and $143 million, respectively, which represents 2.3% of our operating revenue for both periods.

Disclosures under ASC 840

We adopted ASU 2016-02 on January 1, 2019 as noted above, and as required, the following disclosure is provided for periods prior to adoption.

The future annual minimum payments under capital lease agreements as of December 31, 2018 were as follows:



	Future Minimum Payments
	(Dollars in millions)
Capital lease obligations:
2019	$	16
2020	15
2021	16
2022	16
2023	17
2024 and thereafter	164
Total minimum payments	244
Less: amount representing interest and executory costs	(81		)
Present value of minimum payments	163
Less: current portion	(6		)
Long-term portion	$	157

At December 31, 2018, our future rental commitments for operating leases were as follows:



	Operating Leases
	(Dollars in millions)
2019	$	396
2020	259
2021	219
2022	164
2023	137
2024 and thereafter	613
Total future minimum payments ⁽¹⁾	$	1,788

_______________________________________________________________________________

(1)

Minimum payments have not been reduced by minimum sublease rentals of $29 million due in the future under non-cancelable subleases.

Leases

Financial position for reporting periods beginning on or after January 1, 2019 are presented under the new guidance, while prior periods amounts are not adjusted and continue to be reported in accordance with previous guidance, as discussed in Note 1—Background and Summary of Significant Accounting Policies.

We primarily lease various office facilities, switching and colocation facilities, equipment and dark fiber. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term.

We determine if an arrangement is a lease at inception and whether that lease meets the classification criteria of a finance or operating lease. Lease-related assets, or right-of-use assets, are recognized at the lease commencement date at amounts equal to the respective lease liabilities. Lease-related liabilities are recognized at the present value of the remaining contractual fixed lease payments, discounted using our incremental borrowing rates. As part of the present value calculation for the lease liabilities, we use an incremental borrowing rate as the rates implicit in the leases are not readily determinable. The incremental borrowing rates used for lease accounting are based on our unsecured rates, adjusted to approximate the rates at which we could borrow on a collateralized basis over a term similar to the recognized lease term. We apply the incremental borrowing rates to lease components using a portfolio approach based upon the length of the lease term and the reporting entity in which the lease resides. Operating lease expense is recognized on a straight-line basis over the lease term, while variable lease payments are expensed as incurred.

Some of our lease arrangements contain lease components (including fixed payments, such as, rent, real estate taxes and insurance costs) and non-lease components (including common-area maintenance costs). We generally account for each component separately based on the estimated standalone price of each component. For colocation leases, we account for the lease and non-lease components as a single lease component.

Many of our lease agreements contain renewal options; however, we do not recognize right-of-use assets or lease liabilities for renewal periods unless it is determined that we are reasonably certain of renewing the lease at inception or when a triggering event occurs. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain to be exercised. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Lease expense consisted of the following:



	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
	(Dollars in millions)
Operating and short-term lease cost	$	92	288
Finance lease cost:
Amortization of right-of-use assets	3		10
Interest on lease liability	2		8
Total finance lease cost	5		18
Total lease cost	$	97	306

Supplemental unaudited consolidated balance sheet information and other information related to leases:



		September 30,
Leases (millions)	Classification on the Balance Sheet	2019
Assets
Operating lease assets	Operating lease assets	$	1,102
Finance lease assets	Property, plant and equipment, net of accumulated depreciation	147
Total leased assets		$	1,249

Liabilities
Current
Operating	Current operating lease liabilities	$	244
Finance	Current portion of long-term debt	7
Noncurrent
Operating	Noncurrent operating lease liabilities	900
Finance	Long-term debt	153
Total lease liabilities		$	1,304

Weighted-average remaining lease term (years)
Operating leases		11.1
Finance leases		13.4
Weighted-average discount rate
Operating leases		6.59		%
Finance leases		5.68		%

Supplemental unaudited consolidated cash flow statement information related to leases:



	Nine Months Ended September 30, 2019
	(Dollars in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	296
Operating cash flows from finance leases	8
Financing cash flows from finance leases	3

As of September 30, 2019, maturities of lease liabilities were as follows:



	Operating Leases			Finance Leases
	(Dollars in millions)
2019 (remaining three months)	$	75		6
2020	277			15
2021	231			16
2022	199			16
2023	169			16
Thereafter	701			165
Total lease payments	1,652			234
Less: interest	(508		)	(74	)
Total	1,144			160
Less: current portion	(244		)	(7	)
Long-term portion	$	900		153

As of September 30, 2019, we had no material operating or finance leases that had not yet commenced.

Operating Lease Income

We lease various IRUs, office facilities, switching facilities and other network sites to third parties under operating leases. Lease and sublease income are included in operating revenue in the consolidated statements of operations.

For the three and nine months ended September 30, 2019, our gross rental income was $52 million and $153 million, respectively, which represents 2.5% of our operating revenue for both periods. For the three and nine months ended September 30, 2018, our gross rental income was $47 million and $143 million, respectively, which represents 2.3% of our operating revenue for both periods.

Disclosures under ASC 840

We adopted ASU 2016-02 on January 1, 2019 as noted above, and as required, the following disclosure is provided for periods prior to adoption.

The future annual minimum payments under capital lease agreements as of December 31, 2018 were as follows:



	Future Minimum Payments
	(Dollars in millions)
Capital lease obligations:
2019	$	16
2020	15
2021	16
2022	16
2023	17
2024 and thereafter	164
Total minimum payments	244
Less: amount representing interest and executory costs	(81		)
Present value of minimum payments	163
Less: current portion	(6		)
Long-term portion	$	157

At December 31, 2018, our future rental commitments for operating leases were as follows:



	Operating Leases
	(Dollars in millions)
2019	$	396
2020	259
2021	219
2022	164
2023	137
2024 and thereafter	613
Total future minimum payments ⁽¹⁾	$	1,788

_______________________________________________________________________________

(1)

Minimum payments have not been reduced by minimum sublease rentals of $29 million due in the future under non-cancelable subleases.

Long-Term Debt

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Long-term Debt

Long-Term Debt

The following table summarizes our long-term debt:



	Interest Rates	Maturities	September 30, 2019			December 31, 2018
			(Dollars in millions)
Level 3 Parent, LLC
Senior notes ⁽¹⁾	5.750%	2022	$	600		600
Subsidiaries
Level 3 Financing, Inc.
Senior notes ⁽²⁾	4.625%-6.125%	2021 - 2027	5,915			5,315
Term loan ⁽³⁾	LIBOR + 2.25%	2024	4,611			4,611
Finance leases	Various	Various	160			163
Total long-term debt, excluding unamortized premiums			11,286			10,689
Unamortized premiums, net			129			155
Unamortized debt issuance costs			(13		)	—
Total long-term debt			11,402			10,844
Less current maturities			(407		)	(6	)
Long-term debt, excluding current maturities			$	10,995		10,838

(1) The notes are not guaranteed by any of Level 3 Parent, LLC's subsidiaries. See "Additional Information" within this Note for redemption

details.

(2) The notes are fully and unconditionally guaranteed on an unsubordinated unsecured basis by Level 3 Parent, LLC and Level 3

Communications, LLC. See "Subsequent Events" within this Note for redemption details.

(3) The Tranche B 2024 Term Loan is a secured obligation and is guaranteed by Level 3 Parent, LLC and certain of its subsidiaries. The Tranche

B 2024 Term Loan had an interest rate of 4.294% as of September 30, 2019 and 4.754% as of December 31, 2018. The interest rate on the

Tranche B 2024 Term Loan is set with a minimum London Interbank Offered Rate ("LIBOR") of zero percent.

Aggregate Maturities of Long-Term Debt

Set forth below is the aggregate principal amount of our long-term debt and finance leases (excluding unamortized premiums) maturing during the following years as of September 30, 2019:



	(Dollars in millions)
2019 (remaining three months)	$	403
2020	6
2021	7
2022	1,449
2023	1,210
2024 and thereafter	8,211
Total long-term debt	$	11,286

Repayments

During the nine months ended September 30, 2019, Level 3 Financing, Inc. repurchased approximately $400 million of its 6.125% Senior Notes due 2021.

New Issuance

On September 25, 2019, Level 3 Financing, Inc. issued $1.0 billion of 4.625% Senior Notes due 2027. The proceeds from the offering together with cash on hand will be used for general corporate purposes, including, without limitation, to redeem all of Level 3 Financing, Inc.'s $240 million outstanding principal amount of 6.125% Senior Notes due 2021, all of Level 3 Parent, LLC's $600 million outstanding principal amount of 5.75% Senior Notes due 2022 and $160 million of Level 3 Financing, Inc.'s $1 billion in outstanding principal amount of 5.375% Senior Notes due 2022. See "Subsequent Event" below.

Covenants

The term loan and senior notes of Level 3 Parent, LLC and 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. When present, these provisions could have a wider impact on liquidity than might otherwise arise from a default or acceleration of a single debt instrument.

Compliance

As of September 30, 2019, Level 3 Parent, LLC (as successor in interest to Level 3 Communications, Inc.) believes it and its subsidiaries were in compliance with the provisions and financial covenants in their respective material debt agreements in all material respects.

Additional Information

For additional information on our long-term debt, see Note 5—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, 2018.

Subsequent Event

On October 25, 2019, Level 3 Financing, Inc. redeemed all of the $240 million outstanding aggregate principal amount of its 6.125% Senior Notes due 2021 and $160 million of the $1.0 billion outstanding principal amount of its 5.375% Senior Notes due 2022.

On October 17, 2019, Level 3 Parent, LLC. issued a notice of redemption on all $600 million outstanding principal amount of Level 3 Parent, LLC's 5.75% Senior Notes due 2022 on December 1, 2019.

Severance and Leased Real Estate

9 Months Ended

Sep. 30, 2019

Restructuring and Related Activities [Abstract]

Severance and Leased Real Estate

Periodically, we reduce our workforce and accrue liabilities for the related severance costs. These workforce reductions result primarily from the progression or completion of improvement and transformation initiatives, increased competitive pressures, cost reduction initiatives, process improvements through automation and reduced workload demands due to the loss of customers purchasing certain services.

We have recognized liabilities to reflect our estimates of the fair values of the existing lease obligations for real estate which we have ceased using, net of estimated sublease rentals. In accordance with transitional guidance under the new lease standard (ASC 842), the existing lease obligation of $47 million as of January 1, 2019 has been netted against the operating lease right of use assets at adoption. For additional information, see Note 4—Leases to our consolidated financial statements in Item 1 of Part I of this report.

Changes in our accrued liabilities for severance expenses were as follows:



	Severance
	(Dollars in millions)
Balance at January 1, 2019	$	19
Accrued to expense	(1		)
Payments, net	(10		)
Balance at September 30, 2019	$	8

Products and Services Revenue

9 Months Ended

Sep. 30, 2019

Revenue from Contract with Customer [Abstract]

Products and Services Revenue

Revenue Recognition

Refer to the Revenue Recognition section of Note 1—Background and Summary of Significant Accounting Policies and Note 4—Revenue Recognition in our annual report on Form 10-K for the year ended December 31, 2018 for further information regarding our application of ASC 606, “Revenue from Contracts with Customers”, including practical expedients and judgments applied in determining the amounts and timing of revenue from contracts with customers.

Reconciliation of Total Revenue to Revenue from Contracts with Customers

The following table provides the amount of revenue that is not subject to ASC 606, but is instead governed by other accounting standards:



	Three Months Ended September 30,					Nine Months Ended September 30,
	2019			2018		2019		2018
	(Dollars in millions)
Total revenue	$	2,064		2,010		6,124		6,149
Adjustments for non-ASC 606 revenue ⁽¹⁾	(94		)	(72	)	(288	)	(221	)
Total revenue from contracts with customers	$	1,970		1,938		5,836		5,928

_____________________________________________________________________


⁽¹⁾	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, contract assets and contract liabilities as of September 30, 2019 and December 31, 2018:



	September 30, 2019		December 31, 2018
	(Dollars in millions)
Customer receivables ⁽¹⁾	$	737	712
Contract assets	31		19
Contract liabilities	412		393


(1)	Gross customer receivables of $751 million and $723 million, net of allowance for doubtful accounts of $14 million and $11 million, at September 30, 2019 and December 31, 2018, respectively.

Contract liabilities are consideration we have received from our customers or billed in advance of providing goods or services promised in the future. We defer recognizing this consideration as revenue 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 sheets.

The following table provides information about revenue recognized for the three and nine months ended September 30, 2019 and 2018:



	Three Months Ended September 30,			Nine Months Ended September 30,
	2019		2018	2019	2018
	(Dollars in millions)
Revenue recognized in the period from:
Amounts included in contract liability at the beginning of the period (January 1, 2019 and 2018, respectively)	$	27	22	146	135
Performance obligations satisfied in previous periods	—		—	—	—

Performance Obligations

As of September 30, 2019, 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 $5.2 billion. We expect to recognize approximately 69% of this revenue through 2021, with the balance recognized thereafter.

We do not disclose the value of unsatisfied performance obligations for contracts for 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 tables provide changes in our contract acquisition costs and fulfillment costs:



	Three Months Ended September 30,
	2019					2018
	(Dollars in millions)
	Acquisition Costs			Fulfillment Costs		Acquisition Costs		Fulfillment Costs
Beginning of period balance	$	73		106		34		52
Costs incurred	13			26		16		22
Amortization	(12		)	(17	)	(5	)	(8	)
End of period balance	$	74		115		45		66



	Nine Months Ended September 30,
	2019					2018
	(Dollars in millions)
	Acquisition Costs			Fulfillment Costs		Acquisition Costs		Fulfillment Costs
Beginning of period balance	$	64		84		13		14
Costs incurred	42			77		42		69
Amortization	(32		)	(46	)	(10	)	(17	)
End of period balance	$	74		115		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.

Deferred acquisition and fulfillment costs are amortized based on the transfer of services on a straight-line basis over an expected contract term between 12 and 60 months for our business customers and amortized fulfillment costs are included in cost of services and products and amortized acquisition costs are included in selling, general and administrative expenses in our consolidated statements of operations. The amount of these deferred costs that are expected to be amortized in the next twelve months are included in other current assets on our consolidated balance sheets. The amount of deferred costs expected to be amortized beyond the next twelve months is included in other non-current assets on our consolidated balance sheets. Deferred acquisition and fulfillment costs are assessed for impairment on an annual basis.

Products and Services Revenue

We categorize our products, services and revenue among the following five categories:


•	IP and Data Services, which include primarily VPN data networks, Ethernet, IP, video (including our CDN services and Vyvx broadcast services) and other ancillary services;


•	Transport and Infrastructure, which includes private line (including business data services), wavelength, colocation and data center services, including cloud, hosting and application management solutions, professional services, network security services, dark fiber services and other ancillary services;


•	Voice and Collaboration, which includes primarily TDM voice services, VOIP and other ancillary services;


•	Other, which includes sublease rental income and information technology services and managed services, which may be purchased in conjunction with our other network services; and


•	Affiliate Services, we provide our non-consolidated affiliates with telecommunication services that we also provide to external customers.

From time to time, we may change the categorization of our products and services.

Our operating revenue for our products and services consisted of the following categories:



	Three Months Ended September 30,			Nine Months Ended September 30,
	2019		2018	2019	2018
	(Dollars in millions)
IP and Data Services	$	972	970	2,917	2,961
Transport and Infrastructure	668		664	1,981	2,013
Voice and Collaboration	379		349	1,085	1,094
Other	4		1	7	3
Affiliate Services	41		26	134	78
Total operating revenue	$	2,064	2,010	6,124	6,149

We recognize revenue 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. These USF surcharges, where we record revenue and transaction taxes, are assigned to the products and services categories based on the underlying revenue. 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.

The following table provides the amount of USF surcharges and transaction taxes:



	Three Months Ended September 30,			Nine Months Ended September 30,
	2019		2018	2019	2018
	(Dollars in millions)
USF surcharges and transaction taxes	$	116	96	326	301

Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2019

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

The Fair Value Measurement and Disclosure framework provides a three-tiered fair value hierarchy based on the reliability of the inputs used to determine fair value. Input Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Input Level 2 refers to fair values estimated using significant other observable inputs and Input Level 3 includes fair values estimated using significant unobservable inputs.

The following table presents the carrying amounts and estimated fair values of our long-term debt, excluding finance leases, as well as the input level used to determine the fair values indicated below:



		September 30, 2019			December 31, 2018
	Input Level	Carrying Amount		Fair Value	Carrying Amount	Fair Value
		(Dollars in millions)
Liabilities-Long-term debt, excluding finance lease	2	$	11,242	11,225	10,681	10,089

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Commitments, Contingencies and Other Items	9 Months Ended
Commitments, Contingencies and Other Items	Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments, Contingencies and Other Items	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, 2019 aggregated to approximately $66 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 was $8 million at September 30, 2019. 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. Oral argument was held before the Supreme Court of Justice in June 2019. A decision on this case is pending. 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 $37 million at September 30, 2019 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, 2019 and December 31, 2018, we had outstanding letters of credit or other similar obligations of approximately $24 million and $30 million, respectively, of which $18 million and $24 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 16 - 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, 2018. 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.

Accumulated Other Comprehensive Loss

9 Months Ended

Sep. 30, 2019

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Accumulated Other Comprehensive Loss

The tables below summarize changes in accumulated other comprehensive loss recorded on our consolidated balance sheets by component for the nine months ended September 30, 2019:



	Pension Plans		Foreign Currency Translation Adjustment and Other		Total
	(Dollars in millions)
Balance at December 31, 2018	$	5	(176	)	(171	)
Other comprehensive loss, net of tax	—		(115	)	(115	)
Net other comprehensive loss	—		(115	)	(115	)
Balance at September 30, 2019	$	5	(291	)	(286	)

The table below summarizes changes in accumulated other comprehensive income recorded on our consolidated balance sheets by component for the 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	)
Amounts reclassified from accumulated other comprehensive loss	6			6
Net other comprehensive loss	(158		)	(158	)
Balance at September 30, 2018	$	(140	)	(140	)

Condensed Consolidating Financial Information

9 Months Ended

Sep. 30, 2019

Condensed Financial Information Disclosure [Abstract]

Condensed Consolidating Financial Information

Level 3 Financing, Inc., a wholly owned subsidiary, has issued Senior Notes that are unsecured obligations of Level 3 Financing, Inc.; however, they are fully and unconditionally and jointly and severally guaranteed on an unsecured senior basis by Level 3 Parent, LLC and Level 3 Communications, LLC.

In conjunction with the registration of certain of the Level 3 Financing, Inc. Senior Notes, we have presented below the accompanying condensed consolidating financial information pursuant to SEC Regulation S-X Rule 3-10 "Financial statements of guarantors and affiliates whose securities collateralize an issue registered or being registered."

The operating activities of the separate legal entities included in our consolidated financial statements are interdependent. The accompanying condensed consolidating financial information presents the statements of comprehensive income (loss), balance sheets and statements of cash flows of each legal entity and, on an aggregate basis, our other non-guarantor subsidiaries based on amounts incurred by such entities and is not intended to present the operating results of those legal entities on a stand-alone basis. Level 3 Communications, LLC leases equipment and certain facilities from other wholly owned subsidiaries of Level 3 Parent, LLC. These transactions are eliminated in our consolidated results.

Condensed Consolidating Statements of Comprehensive Income (Loss)

Three Months Ended September 30, 2019



	Level 3 Parent, LLC			Level 3 Financing, Inc.		Level 3 Communications, LLC		Other Non-Guarantor Subsidiaries		Eliminations		Total
	(Dollars in millions)
OPERATING REVENUE
Operating revenue	$	—		—		995		1,028		—		2,023
Operating revenue - affiliates	—			—		61		179		(199	)	41
Total operating revenue	—			—		1,056		1,207		(199	)	2,064
OPERATING EXPENSES
Cost of services and products (exclusive of depreciation and amortization)	—			—		516		444		—		960
Selling, general and administrative	(25		)	2		322		189		(199	)	289
Operating expenses - affiliates	—			—		54		22		—		76
Depreciation and amortization	—			—		169		261		—		430
Total operating expenses	(25		)	2		1,061		916		(199	)	1,755
OPERATING INCOME (LOSS)	25			(2	)	(5	)	291		—		309
OTHER INCOME (EXPENSE)
Interest income - affiliate	15			—		—		—		—		15
Interest (expense) income	(8		)	(115	)	4		(4	)	—		(123	)
Interest income (expense) - intercompany, net	963			161		(1,125	)	2		(1	)	—
Equity in net (losses) earnings of subsidiaries	(860		)	(934	)	188		—		1,606		—
Other (expense) income, net	(17		)	4		2		(2	)	—		(13	)
Total other income (expense), net	93			(884	)	(931	)	(4	)	1,605		(121	)
INCOME (LOSS) BEFORE INCOME TAXES	118			(886	)	(936	)	287		1,605		188
Income tax expense (benefit)	4			(26	)	2		94		—		74
NET INCOME (LOSS)	114			(860	)	(938	)	193		1,605		114
Other comprehensive (loss), net of income taxes	(110		)	—		—		(110	)	110		(110	)
COMPREHENSIVE INCOME (LOSS)	$	4		(860	)	(938	)	83		1,715		4

Condensed Consolidating Statements of Comprehensive Income (Loss)

Three Months Ended September 30, 2018



	Level 3 Parent, LLC			Level 3 Financing, Inc.		Level 3 Communications, LLC		Other Non-Guarantor Subsidiaries		Eliminations		Total
	(Dollars in millions)
OPERATING REVENUE
Operating revenue	$	—		—		951		1,033		—		1,984
Operating revenue - affiliates	—			—		50		47		(71	)	26
Total operating revenue	—			—		1,001		1,080		(71	)	2,010
OPERATING EXPENSES
Cost of services and products (exclusive of depreciation and amortization)	—			—		538		438		—		976
Selling, general and administrative expenses	—			—		333		49		(71	)	311
Operating expenses - affiliates	—			—		50		15		—		65
Depreciation and amortization	—			—		176		255		—		431
Total operating expenses	—			—		1,097		757		(71	)	1,783
OPERATING (LOSS) INCOME	—			—		(96	)	323		—		227
OTHER INCOME (EXPENSE)
Interest income - affiliate	16			—		—		2		—		18
Interest expense	(8		)	(118	)	(2	)	(8	)	(1	)	(137	)
Interest income (expense) - intercompany, net	771			234		(997	)	(8	)	—		—
Equity in net (losses) earnings of subsidiaries	(690		)	(834	)	452		—		1,072		—
Other income (expense), net	(3		)	—		(1	)	21		1		18
Total other income (expense), net	86			(718	)	(548	)	7		1,072		(101	)
INCOME (LOSS) BEFORE INCOME TAXES	86			(718	)	(644	)	330		1,072		126
Income tax (benefit) expense	(2		)	(28	)	(18	)	86		—		38
NET INCOME (LOSS)	88			(690	)	(626	)	244		1,072		88
Other comprehensive loss, net of income taxes	(1		)	—		—		(1	)	1		(1	)
COMPREHENSIVE INCOME (LOSS)	$	87		(690	)	(626	)	243		1,073		87

Condensed Consolidating Statements of Comprehensive Income (Loss)

Nine Months Ended September 30, 2019



	Level 3 Parent, LLC			Level 3 Financing, Inc.		Level 3 Communications, LLC		Other Non-Guarantor Subsidiaries		Eliminations		Total
	(Dollars in millions)
OPERATING REVENUE
Operating revenue	$	—		—		2,903		3,087		—		5,990
Operating revenue - affiliates	—			—		170		596		(632	)	134
Total operating revenue	—			—		3,073		3,683		(632	)	6,124
OPERATING EXPENSES
Cost of services and products (exclusive of depreciation and amortization)	—			—		1,484		1,362		—		2,846
Selling, general and administrative	(25		)	5		1,084		532		(632	)	964
Operating expenses - affiliates	—			—		141		68		—		209
Depreciation and amortization	—			—		477		732		—		1,209
Goodwill impairment	—			—		1,369		2,339		—		3,708
Total operating expenses	(25		)	5		4,555		5,033		(632	)	8,936
OPERATING INCOME (LOSS)	25			(5	)	(1,482	)	(1,350	)	—		(2,812	)
OTHER (EXPENSE) INCOME
Interest income - affiliate	47			—		—		—		—		47
Interest (expense) income	(24		)	(354	)	7		(13	)	—		(384	)
Interest income (expense) - intercompany, net	2,844			487		(4,671	)	1,340		—		—
Equity in net losses of subsidiaries	(6,227		)	(6,445	)	(1,048	)	—		13,720		—
Other (expense) income, net	(19		)	4		10		7		—		2
Total other (expense) income, net	(3,379		)	(6,308	)	(5,702	)	1,334		13,720		(335	)
(LOSS) INCOME BEFORE INCOME TAXES	(3,354		)	(6,313	)	(7,184	)	(16	)	13,720		(3,147	)
Income tax expense (benefit)	7			(86	)	2		291		—		214
NET (LOSS) INCOME	(3,361		)	(6,227	)	(7,186	)	(307	)	13,720		(3,361	)
Other comprehensive (loss), net of income taxes	(115		)	—		—		(115	)	115		(115	)
COMPREHENSIVE LOSS	$	(3,476	)	(6,227	)	(7,186	)	(422	)	13,835		(3,476	)

Condensed Consolidating Statements of Comprehensive Income (Loss)

Nine Months Ended September 30, 2018



	Level 3 Parent, LLC			Level 3 Financing, Inc.		Level 3 Communications, LLC		Other Non-Guarantor Subsidiaries		Eliminations		Total
	(Dollars in millions)
OPERATING REVENUE
Operating revenue	$	—		—		2,884		3,187		—		6,071
Operating revenue - affiliates	—			—		81		151		(154	)	78
Total operating revenue	—			—		2,965		3,338		(154	)	6,149
OPERATING EXPENSES
Cost of services and products (exclusive of depreciation and amortization)	—			—		1,727		1,227		—		2,954
Selling, general and administrative	—			3		878		234		(72	)	1,043
Operating expenses - affiliates	—			—		140		115		(82	)	173
Depreciation and amortization	—			—		520		775		—		1,295
Total operating expenses	—			3		3,265		2,351		(154	)	5,465
OPERATING (LOSS) INCOME	—			(3	)	(300	)	987		—		684
OTHER (EXPENSE) INCOME
Interest income - affiliate	48			—		—		2		—		50
Interest expense	(24		)	(339	)	(3	)	(15	)	—		(381	)
Interest income (expense) - intercompany, net	1,474			1,446		(2,756	)	(164	)	—		—
Equity in net (losses) earnings of subsidiaries	(1,321		)	(2,505	)	451		—		3,375		—
Other income (expense), net	(3		)	—		3		21		—		21
Total other income (expense), net	174			(1,398	)	(2,305	)	(156	)	3,375		(310	)
INCOME (LOSS) BEFORE INCOME TAXES	174			(1,401	)	(2,605	)	831		3,375		374
Income tax (benefit) expense	(16		)	(80	)	16		264		—		184
NET INCOME (LOSS)	190			(1,321	)	(2,621	)	567		3,375		190
Other comprehensive loss, net of income taxes	(164		)	—		—		(164	)	164		(164	)
COMPREHENSIVE INCOME (LOSS)	$	26		(1,321	)	(2,621	)	403		3,539		26

Condensed Consolidating Balance Sheets

September 30, 2019



	Level 3 Parent, LLC		Level 3 Financing, Inc.	Level 3 Communications, LLC	Other Non-Guarantor Subsidiaries	Eliminations		Total
	(Dollars in millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	3	—	1,156	65	—		1,224
Restricted cash	—		—	—	3	—		3
Accounts receivable	—		—	69	649	—		718
Intercompany advances	19,145		24,656	7,542	3,030	(54,373	)	—
Note receivable - affiliate	1,590		—	—	—	—		1,590
Other	—		—	131	178	(15	)	294
Total current assets	20,738		24,656	8,898	3,925	(54,388	)	3,829
Property, plant, and equipment, net	—		—	3,574	6,145	—		9,719
GOODWILL AND OTHER ASSETS
Goodwill	—		—	382	7,007	—		7,389
Operating lease assets	—		—	1,213	378	(489	)	1,102
Restricted cash	12		—	5	2	—		19
Customer relationships, net	—		—	3,465	3,561	—		7,026
Other intangible assets, net	—		—	434	24	—		458
Investment in subsidiaries	9,314		11,471	2,813	—	(23,598	)	—
Other, net	268		1,508	86	200	(1,512	)	550
Total goodwill and other assets	9,594		12,979	8,398	11,172	(25,599	)	16,544
TOTAL ASSETS	$	30,332	37,635	20,870	21,242	(79,987	)	30,092

LIABILITIES AND MEMBER'S EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt	$	—	400	—	7	—		407
Accounts payable	—		2	420	331	—		753
Accounts payable - affiliates	80		16	471	—	(15	)	552
Accrued expenses and other liabilities
Salaries and benefits	—		—	174	42	—		216
Income and other taxes	—		7	67	39	—		113
Current operating lease liabilities	—		—	252	89	(97	)	244
Interest	3		71	1	3	—		78



Intercompany payables	—		—	50,785		3,588	(54,373	)	—
Other	1		1	8		61	—		71
Current portion of deferred revenue	—		—	159		137	—		296
Total current liabilities	84		497	52,337		4,297	(54,485	)	2,730
LONG-TERM DEBT	611		10,231	6		147	—		10,995

DEFERRED REVENUE AND OTHER LIABILITIES
Deferred revenue	—		—	1,055		209	—		1,264
Deferred income taxes, net	56		—	781		900	(1,512	)	225
Noncurrent operating lease liabilities	—		—	989		303	(392	)	900
Other	—		—	141		145	—		286
Total deferred revenue and other liabilities	56		—	2,966		1,557	(1,904	)	2,675
MEMBER'S EQUITY (DEFICIT)	29,581		26,907	(34,439	)	15,241	(23,598	)	13,692
TOTAL LIABILITIES AND MEMBER'S EQUITY	$	30,332	37,635	20,870		21,242	(79,987	)	30,092

Condensed Consolidating Balance Sheets

December 31, 2018



	Level 3 Parent, LLC		Level 3 Financing, Inc.	Level 3 Communications, LLC	Other Non-Guarantor Subsidiaries	Eliminations		Total
	(Dollars in millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	2	—	164	77	—		243
Restricted cash	—		—	—	4	—		4
Accounts receivable	—		—	70	642	—		712
Intercompany advances	16,852		23,957	7,744	2,707	(51,260	)	—
Note receivable - affiliate	1,825		—	—	—	—		1,825
Other	1		3	97	133	—		234
Total current assets	18,680		23,960	8,075	3,563	(51,260	)	3,018
Property, plant, and equipment, net	—		—	3,136	6,317	—		9,453

GOODWILL AND OTHER ASSETS
Goodwill	—		—	1,665	9,454	—		11,119
Restricted cash	15		—	9	1	—		25
Customer relationships, net	—		—	3,823	3,744	—		7,567
Other intangible assets, net	—		—	409	1	—		410
Investment in subsidiaries	15,541		17,915	3,861	—	(37,317	)	—
Other, net	275		1,421	110	225	(1,332	)	699
Total goodwill and other assets	15,831		19,336	9,877	13,425	(38,649	)	19,820
TOTAL ASSETS	$	34,511	43,296	21,088	23,305	(89,909	)	32,291

LIABILITIES AND MEMBER'S EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt	$	—	—	1	5	—		6
Accounts payable	—		—	380	346	—		726
Accounts payable - affiliates	62		11	162	11	—		246
Accrued expenses and other liabilities
Salaries and benefits	—		—	189	44	—		233
Income and other taxes	—		4	72	54	—		130
Interest	11		78	1	5	—		95
Intercompany payables	—		—	45,347	5,913	(51,260	)	—
Other	3		1	8	66	—		78



Current portion of deferred revenue	—		—	168		142	—		310
Total current liabilities	76		94	46,328		6,586	(51,260	)	1,824
LONG-TERM DEBT	613		10,068	7		150	—		10,838
DEFERRED REVENUE AND OTHER LIABILITIES
Deferred revenue	—		—	971		210	—		1,181
Deferred income taxes, net	56		—	841		637	(1,332	)	202
Other	—		—	197		172	—		369
Total deferred revenue and other liabilities	56		—	2,009		1,019	(1,332	)	1,752
MEMBER'S EQUITY (DEFICIT)	33,766		33,134	(27,256	)	15,550	(37,317	)	17,877
TOTAL LIABILITIES AND MEMBER'S EQUITY	$	34,511	43,296	21,088		23,305	(89,909	)	32,291

Condensed Consolidating Statements of Cash Flows

Nine Months Ended September 30, 2019



	Level 3 Parent, LLC			Level 3 Financing, Inc.	Level 3 Communications, LLC		Other Non-Guarantor Subsidiaries		Eliminations	Total
	(Dollars in millions)
OPERATING ACTIVITIES
Net cash (used in) provided by operating activities	$	(262	)	—	1,692		414		—	1,844
INVESTING ACTIVITIES
Capital expenditures	—			—	(558	)	(424	)	—	(982	)
Payments of notes receivable - affiliates	235			—	—		—		—	235
Proceeds from sale of property, plant and equipment and other assets	25			—	1		1		—	27
Other, net	—			—	(25	)	—		—	(25	)
Net cash provided by (used in) investing activities	260			—	(582	)	(423	)	—	(745	)
FINANCING ACTIVITIES
Net proceeds from issuance of long-term debt	—			—	988		—		—	988
Payments of long-term debt	—			—	(401	)	(3	)	—	(404	)
Distributions	(709		)	—	—		—		—	(709	)
Increase (decrease) due from affiliate, net	709			—	(709	)	—		—	—
Net cash used in financing activities	—			—	(122	)	(3	)	—	(125	)
Net (decrease) increase in cash, cash equivalents and restricted cash	(2		)	—	988		(12	)	—	974
Cash, cash equivalents and restricted cash at beginning of period	17			—	173		82		—	272
Cash, cash equivalents and restricted cash at end of period	$	15		—	1,161		70		—	1,246

Condensed Consolidating Statements of Cash Flows

Nine Months Ended September 30, 2018



	Level 3 Parent, LLC			Level 3 Financing, Inc.	Level 3 Communications, LLC		Other Non-Guarantor Subsidiaries		Eliminations	Total
	(Dollars in millions)
OPERATING ACTIVITIES
Net cash (used in) provided by operating activities	$	(49	)	—	1,420		256		—	1,627
INVESTING ACTIVITIES
Capital expenditures	—			—	(392	)	(334	)	—	(726	)
Proceeds from sale of property, plant and equipment and other assets	68			—	—		51		—	119
Net cash provided by (used in) investing activities	68			—	(392	)	(283	)	—	(607	)
FINANCING ACTIVITIES
Payments of long-term debt	—			—	—		(5	)	—	(5	)
Distributions	(1,130		)	—	—		—		—	(1,130	)
Increase (decrease) due from/to affiliates, net	1,130			—	(1,130	)	—		—	—
Net cash used in financing activities	—			—	(1,130	)	(5	)	—	(1,135	)
Net increase (decrease) in cash, cash equivalents and restricted cash	19			—	(102	)	(32	)	—	(115	)
Cash, cash equivalents and restricted cash at beginning of period	32			—	186		113		—	331
Cash, cash equivalents and restricted cash at end of period	$	51		—	84		81		—	216

Background (Policies)	9 Months Ended
Background (Policies)	Sep. 30, 2019
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation Our consolidated balance sheet as of December 31, 2018, 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, 2018. The accompanying consolidated financial statements include our accounts and the accounts of our subsidiaries in which we have a controlling interest. Intercompany amounts and transactions with our consolidated subsidiaries have been eliminated. Transactions with our non-consolidated affiliates (CenturyLink and its other subsidiaries, referred to herein as affiliates) have not been eliminated. Due to exchange restrictions and other conditions, effective at the end of the third quarter of 2015, we deconsolidated our Venezuelan subsidiary and began accounting for our investment in our Venezuelan subsidiary using the cost method of accounting. The factors that led to our conclusions at the end of the third quarter of 2015 continued to exist through the third quarter of 2019. We reclassified certain prior period amounts to conform to the current period presentation, including the categorization of our revenue for three and nine months ended September 30, 2019 and 2018.
Segments	Segments Our operations are integrated into and reported as part 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 SEC. 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 We adopted Accounting Standards Update ("ASU") 2016-02, "Leases (ASC 842)", as of January 1, 2019, using the non-comparative transition option pursuant to ASU 2018-11. Therefore, we have not restated comparative period financial information for the effects of ASC 842, and we will not make the new required lease disclosures for comparative periods beginning before January 1, 2019. Instead, we have recognized ASC 842's cumulative effect transition adjustment (discussed below) as of January 1, 2019. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things (i) allowed us to carry forward the historical lease classification; (ii) did not require us to reassess whether any expired or existing contracts are or contain leases under the new definition of a lease; and (iii) did not require us to reassess whether previously capitalized initial direct costs for any existing leases would qualify for capitalization under ASC 842. We also elected the practical expedient related to land easements, allowing us to carry forward our accounting treatment for land easements on existing agreements. We did not elect the hindsight practical expedient regarding the likelihood of exercising a lessee purchase option or assessing any impairment of right-of-use assets for existing leases. On March 5, 2019, the Financial Accounting Standards Board ("FASB") issued ASU 2019-01, "Leases (ASC 842): Codification Improvements", effective for public companies for fiscal years beginning after December 15, 2019. The new ASU aligns the guidance in ASC 842 for determining fair value of the underlying asset by lessors that are not manufacturers or dealers, with that of existing guidance. As a result, the fair value of the underlying asset at lease commencement is its cost, reflecting any volume or trade discounts that may apply. However, if there has been a significant lapse of time between when the underlying asset is acquired and when the lease commences, the definition of fair value (in ASC 820, "Fair Value Measurement") should be applied. More importantly, the ASU also exempts both lessees and lessors from having to provide certain interim disclosures in the fiscal year in which a company adopts the new leases standard. Early adoption permits public companies to adopt concurrent with the transition to ASC 842 on leases. We adopted ASU 2019-01 as of January 1, 2019. Adoption of the new standards resulted in the recording of operating lease assets and operating lease liabilities of approximately $1.3 billion and $1.4 billion, respectively, as of January 1, 2019. The standards did not materially impact our consolidated net earnings and had no impact on cash flows. Our financial position for reporting periods beginning on or after January 1, 2019 is presented under the new guidance, as discussed above, while prior period amounts are not adjusted and continue to be reported in accordance with previous guidance. Recently Issued Accounting Pronouncements Financial Instruments In June 2016, the FASB issued ASU 2016-13, "Measurement of Credit Losses on Financial Instruments". 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 evaluating the potential impact ASU 2016-13 will have on our financial assets measured at amortized cost including, but not limited to, customer receivables and contract asset balances.

Goodwill, Customer Relationships and Other Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2019

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, 2019		December 31, 2018
	(Dollars in millions)
Goodwill	$	7,389	11,119
Customer relationships, less accumulated amortization of $1,355 and $833	$	7,026	7,567
Other intangible assets subject to amortization:
Trade names, less accumulated amortization of $50 and $30	80		100
Developed technology, less accumulated amortization of $121 and $67	378		310
Total other intangible assets, net	$	458	410

Schedule of estimated amortization expense of finite-lived acquisition-related intangible assets

We estimate that total amortization expense for intangible assets for the years ending December 31, 2019 through 2023 will be as follows:



	(Dollars in millions)
2019 (remaining three months)	$	205
2020	825
2021	825
2022	764
2023	743

Schedule of Goodwill

The following table shows the rollforward of goodwill from December 31, 2018 through September 30, 2019:



	(Dollars in millions)
As of December 31, 2018	$	11,119
Effect of foreign currency rate change and other	(22		)
Impairment	(3,708		)
As of September 30, 2019	$	7,389

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2019

Revenue from Contract with Customer [Abstract]

Revenue from External Customers by Products and Services

The following table provides the amount of revenue that is not subject to ASC 606, but is instead governed by other accounting standards:



	Three Months Ended September 30,					Nine Months Ended September 30,
	2019			2018		2019		2018
	(Dollars in millions)
Total revenue	$	2,064		2,010		6,124		6,149
Adjustments for non-ASC 606 revenue ⁽¹⁾	(94		)	(72	)	(288	)	(221	)
Total revenue from contracts with customers	$	1,970		1,938		5,836		5,928

_____________________________________________________________________

⁽¹⁾

Includes sublease rental income and revenue from fiber capacity lease arrangements which are not within the scope of ASC 606.

Contract with Customer, Asset and Liability

The following table provides information about revenue recognized for the three and nine months ended September 30, 2019 and 2018:



	Three Months Ended September 30,			Nine Months Ended September 30,
	2019		2018	2019	2018
	(Dollars in millions)
Revenue recognized in the period from:
Amounts included in contract liability at the beginning of the period (January 1, 2019 and 2018, respectively)	$	27	22	146	135
Performance obligations satisfied in previous periods	—		—	—	—

The following table provides balances of customer receivables, contract assets and contract liabilities as of September 30, 2019 and December 31, 2018:



	September 30, 2019		December 31, 2018
	(Dollars in millions)
Customer receivables ⁽¹⁾	$	737	712
Contract assets	31		19
Contract liabilities	412		393

(1)

Gross customer receivables of $751 million and $723 million, net of allowance for doubtful accounts of $14 million and $11 million, at September 30, 2019 and December 31, 2018, respectively.

Capitalized Contract Cost

The following tables provide changes in our contract acquisition costs and fulfillment costs:



	Three Months Ended September 30,
	2019					2018
	(Dollars in millions)
	Acquisition Costs			Fulfillment Costs		Acquisition Costs		Fulfillment Costs
Beginning of period balance	$	73		106		34		52
Costs incurred	13			26		16		22
Amortization	(12		)	(17	)	(5	)	(8	)
End of period balance	$	74		115		45		66



	Nine Months Ended September 30,
	2019					2018
	(Dollars in millions)
	Acquisition Costs			Fulfillment Costs		Acquisition Costs		Fulfillment Costs
Beginning of period balance	$	64		84		13		14
Costs incurred	42			77		42		69
Amortization	(32		)	(46	)	(10	)	(17	)
End of period balance	$	74		115		45		66

Leases (Tables)

9 Months Ended

Sep. 30, 2019

Leases [Abstract]

Lease, Cost

Supplemental unaudited consolidated cash flow statement information related to leases:



	Nine Months Ended September 30, 2019
	(Dollars in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	296
Operating cash flows from finance leases	8
Financing cash flows from finance leases	3

Lease expense consisted of the following:



	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
	(Dollars in millions)
Operating and short-term lease cost	$	92	288
Finance lease cost:
Amortization of right-of-use assets	3		10
Interest on lease liability	2		8
Total finance lease cost	5		18
Total lease cost	$	97	306

Assets And Liabilities, Lessee

Supplemental unaudited consolidated balance sheet information and other information related to leases:



		September 30,
Leases (millions)	Classification on the Balance Sheet	2019
Assets
Operating lease assets	Operating lease assets	$	1,102
Finance lease assets	Property, plant and equipment, net of accumulated depreciation	147
Total leased assets		$	1,249

Liabilities
Current
Operating	Current operating lease liabilities	$	244
Finance	Current portion of long-term debt	7
Noncurrent
Operating	Noncurrent operating lease liabilities	900
Finance	Long-term debt	153
Total lease liabilities		$	1,304

Weighted-average remaining lease term (years)
Operating leases		11.1
Finance leases		13.4
Weighted-average discount rate
Operating leases		6.59		%
Finance leases		5.68		%

Lessee, Operating Lease, Liability, Maturity

As of September 30, 2019, maturities of lease liabilities were as follows:



	Operating Leases			Finance Leases
	(Dollars in millions)
2019 (remaining three months)	$	75		6
2020	277			15
2021	231			16
2022	199			16
2023	169			16
Thereafter	701			165
Total lease payments	1,652			234
Less: interest	(508		)	(74	)
Total	1,144			160
Less: current portion	(244		)	(7	)
Long-term portion	$	900		153

Finance Lease, Liability, Maturity

As of September 30, 2019, maturities of lease liabilities were as follows:



	Operating Leases			Finance Leases
	(Dollars in millions)
2019 (remaining three months)	$	75		6
2020	277			15
2021	231			16
2022	199			16
2023	169			16
Thereafter	701			165
Total lease payments	1,652			234
Less: interest	(508		)	(74	)
Total	1,144			160
Less: current portion	(244		)	(7	)
Long-term portion	$	900		153

Schedule of Future Minimum Lease Payments for Capital Leases

The future annual minimum payments under capital lease agreements as of December 31, 2018 were as follows:



	Future Minimum Payments
	(Dollars in millions)
Capital lease obligations:
2019	$	16
2020	15
2021	16
2022	16
2023	17
2024 and thereafter	164
Total minimum payments	244
Less: amount representing interest and executory costs	(81		)
Present value of minimum payments	163
Less: current portion	(6		)
Long-term portion	$	157

Schedule of Future Minimum Rental Payments for Operating Leases

At December 31, 2018, our future rental commitments for operating leases were as follows:



	Operating Leases
	(Dollars in millions)
2019	$	396
2020	259
2021	219
2022	164
2023	137
2024 and thereafter	613
Total future minimum payments ⁽¹⁾	$	1,788

_______________________________________________________________________________

(1)

Minimum payments have not been reduced by minimum sublease rentals of $29 million due in the future under non-cancelable subleases.

Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Schedule of long-term debt

The following table summarizes our long-term debt:



	Interest Rates	Maturities	September 30, 2019			December 31, 2018
			(Dollars in millions)
Level 3 Parent, LLC
Senior notes ⁽¹⁾	5.750%	2022	$	600		600
Subsidiaries
Level 3 Financing, Inc.
Senior notes ⁽²⁾	4.625%-6.125%	2021 - 2027	5,915			5,315
Term loan ⁽³⁾	LIBOR + 2.25%	2024	4,611			4,611
Finance leases	Various	Various	160			163
Total long-term debt, excluding unamortized premiums			11,286			10,689
Unamortized premiums, net			129			155
Unamortized debt issuance costs			(13		)	—
Total long-term debt			11,402			10,844
Less current maturities			(407		)	(6	)
Long-term debt, excluding current maturities			$	10,995		10,838

(1) The notes are not guaranteed by any of Level 3 Parent, LLC's subsidiaries. See "Additional Information" within this Note for redemption

details.

(2) The notes are fully and unconditionally guaranteed on an unsubordinated unsecured basis by Level 3 Parent, LLC and Level 3

Communications, LLC. See "Subsequent Events" within this Note for redemption details.

(3) The Tranche B 2024 Term Loan is a secured obligation and is guaranteed by Level 3 Parent, LLC and certain of its subsidiaries. The Tranche

B 2024 Term Loan had an interest rate of 4.294% as of September 30, 2019 and 4.754% as of December 31, 2018. 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 finance leases (excluding unamortized premiums) maturing during the following years as of September 30, 2019:



	(Dollars in millions)
2019 (remaining three months)	$	403
2020	6
2021	7
2022	1,449
2023	1,210
2024 and thereafter	8,211
Total long-term debt	$	11,286

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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-Name Accounting Standards Codification
-Topic 835
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-URI http://asc.fasb.org/extlink&oid=114775744&loc=d3e28541-108399

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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 835
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-Section 55
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 505
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-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Severance and Leased Real Estate (Tables)

9 Months Ended

Sep. 30, 2019

Restructuring and Related Activities [Abstract]

Restructuring and Related Costs

Changes in our accrued liabilities for severance expenses were as follows:



	Severance
	(Dollars in millions)
Balance at January 1, 2019	$	19
Accrued to expense	(1		)
Payments, net	(10		)
Balance at September 30, 2019	$	8

Products and Services Revenue (Tables)

9 Months Ended

Sep. 30, 2019

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

Our operating revenue for our products and services consisted of the following categories:



	Three Months Ended September 30,			Nine Months Ended September 30,
	2019		2018	2019	2018
	(Dollars in millions)
IP and Data Services	$	972	970	2,917	2,961
Transport and Infrastructure	668		664	1,981	2,013
Voice and Collaboration	379		349	1,085	1,094
Other	4		1	7	3
Affiliate Services	41		26	134	78
Total operating revenue	$	2,064	2,010	6,124	6,149

Summary of USF Surcharges and Transaction Taxes

The following table provides the amount of USF surcharges and transaction taxes:



	Three Months Ended September 30,			Nine Months Ended September 30,
	2019		2018	2019	2018
	(Dollars in millions)
USF surcharges and transaction taxes	$	116	96	326	301

Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2019

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 finance leases, as well as the input level used to determine the fair values indicated below:



		September 30, 2019			December 31, 2018
	Input Level	Carrying Amount		Fair Value	Carrying Amount	Fair Value
		(Dollars in millions)
Liabilities-Long-term debt, excluding finance lease	2	$	11,242	11,225	10,681	10,089

Accumulated Other Comprehensive Loss (Tables)

9 Months Ended

Sep. 30, 2019

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 nine months ended September 30, 2019:



	Pension Plans		Foreign Currency Translation Adjustment and Other		Total
	(Dollars in millions)
Balance at December 31, 2018	$	5	(176	)	(171	)
Other comprehensive loss, net of tax	—		(115	)	(115	)
Net other comprehensive loss	—		(115	)	(115	)
Balance at September 30, 2019	$	5	(291	)	(286	)

The table below summarizes changes in accumulated other comprehensive income recorded on our consolidated balance sheets by component for the 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	)
Amounts reclassified from accumulated other comprehensive loss	6			6
Net other comprehensive loss	(158		)	(158	)
Balance at September 30, 2018	$	(140	)	(140	)

Condensed Consolidating Financial Information (Tables)

9 Months Ended

Sep. 30, 2019

Condensed Financial Information Disclosure [Abstract]

Condensed Consolidating Statements of Comprehensive Income (Loss)

Three Months Ended September 30, 2019



	Level 3 Parent, LLC			Level 3 Financing, Inc.		Level 3 Communications, LLC		Other Non-Guarantor Subsidiaries		Eliminations		Total
	(Dollars in millions)
OPERATING REVENUE
Operating revenue	$	—		—		995		1,028		—		2,023
Operating revenue - affiliates	—			—		61		179		(199	)	41
Total operating revenue	—			—		1,056		1,207		(199	)	2,064
OPERATING EXPENSES
Cost of services and products (exclusive of depreciation and amortization)	—			—		516		444		—		960
Selling, general and administrative	(25		)	2		322		189		(199	)	289
Operating expenses - affiliates	—			—		54		22		—		76
Depreciation and amortization	—			—		169		261		—		430
Total operating expenses	(25		)	2		1,061		916		(199	)	1,755
OPERATING INCOME (LOSS)	25			(2	)	(5	)	291		—		309
OTHER INCOME (EXPENSE)
Interest income - affiliate	15			—		—		—		—		15
Interest (expense) income	(8		)	(115	)	4		(4	)	—		(123	)
Interest income (expense) - intercompany, net	963			161		(1,125	)	2		(1	)	—
Equity in net (losses) earnings of subsidiaries	(860		)	(934	)	188		—		1,606		—
Other (expense) income, net	(17		)	4		2		(2	)	—		(13	)
Total other income (expense), net	93			(884	)	(931	)	(4	)	1,605		(121	)
INCOME (LOSS) BEFORE INCOME TAXES	118			(886	)	(936	)	287		1,605		188
Income tax expense (benefit)	4			(26	)	2		94		—		74
NET INCOME (LOSS)	114			(860	)	(938	)	193		1,605		114
Other comprehensive (loss), net of income taxes	(110		)	—		—		(110	)	110		(110	)
COMPREHENSIVE INCOME (LOSS)	$	4		(860	)	(938	)	83		1,715		4

Condensed Consolidating Statements of Comprehensive Income (Loss)

Three Months Ended September 30, 2018



	Level 3 Parent, LLC			Level 3 Financing, Inc.		Level 3 Communications, LLC		Other Non-Guarantor Subsidiaries		Eliminations		Total
	(Dollars in millions)
OPERATING REVENUE
Operating revenue	$	—		—		951		1,033		—		1,984
Operating revenue - affiliates	—			—		50		47		(71	)	26
Total operating revenue	—			—		1,001		1,080		(71	)	2,010
OPERATING EXPENSES
Cost of services and products (exclusive of depreciation and amortization)	—			—		538		438		—		976
Selling, general and administrative expenses	—			—		333		49		(71	)	311
Operating expenses - affiliates	—			—		50		15		—		65
Depreciation and amortization	—			—		176		255		—		431
Total operating expenses	—			—		1,097		757		(71	)	1,783
OPERATING (LOSS) INCOME	—			—		(96	)	323		—		227
OTHER INCOME (EXPENSE)
Interest income - affiliate	16			—		—		2		—		18
Interest expense	(8		)	(118	)	(2	)	(8	)	(1	)	(137	)
Interest income (expense) - intercompany, net	771			234		(997	)	(8	)	—		—
Equity in net (losses) earnings of subsidiaries	(690		)	(834	)	452		—		1,072		—
Other income (expense), net	(3		)	—		(1	)	21		1		18
Total other income (expense), net	86			(718	)	(548	)	7		1,072		(101	)
INCOME (LOSS) BEFORE INCOME TAXES	86			(718	)	(644	)	330		1,072		126
Income tax (benefit) expense	(2		)	(28	)	(18	)	86		—		38
NET INCOME (LOSS)	88			(690	)	(626	)	244		1,072		88
Other comprehensive loss, net of income taxes	(1		)	—		—		(1	)	1		(1	)
COMPREHENSIVE INCOME (LOSS)	$	87		(690	)	(626	)	243		1,073		87

Condensed Consolidating Statements of Comprehensive Income (Loss)

Nine Months Ended September 30, 2019



	Level 3 Parent, LLC			Level 3 Financing, Inc.		Level 3 Communications, LLC		Other Non-Guarantor Subsidiaries		Eliminations		Total
	(Dollars in millions)
OPERATING REVENUE
Operating revenue	$	—		—		2,903		3,087		—		5,990
Operating revenue - affiliates	—			—		170		596		(632	)	134
Total operating revenue	—			—		3,073		3,683		(632	)	6,124
OPERATING EXPENSES
Cost of services and products (exclusive of depreciation and amortization)	—			—		1,484		1,362		—		2,846
Selling, general and administrative	(25		)	5		1,084		532		(632	)	964
Operating expenses - affiliates	—			—		141		68		—		209
Depreciation and amortization	—			—		477		732		—		1,209
Goodwill impairment	—			—		1,369		2,339		—		3,708
Total operating expenses	(25		)	5		4,555		5,033		(632	)	8,936
OPERATING INCOME (LOSS)	25			(5	)	(1,482	)	(1,350	)	—		(2,812	)
OTHER (EXPENSE) INCOME
Interest income - affiliate	47			—		—		—		—		47
Interest (expense) income	(24		)	(354	)	7		(13	)	—		(384	)
Interest income (expense) - intercompany, net	2,844			487		(4,671	)	1,340		—		—
Equity in net losses of subsidiaries	(6,227		)	(6,445	)	(1,048	)	—		13,720		—
Other (expense) income, net	(19		)	4		10		7		—		2
Total other (expense) income, net	(3,379		)	(6,308	)	(5,702	)	1,334		13,720		(335	)
(LOSS) INCOME BEFORE INCOME TAXES	(3,354		)	(6,313	)	(7,184	)	(16	)	13,720		(3,147	)
Income tax expense (benefit)	7			(86	)	2		291		—		214
NET (LOSS) INCOME	(3,361		)	(6,227	)	(7,186	)	(307	)	13,720		(3,361	)
Other comprehensive (loss), net of income taxes	(115		)	—		—		(115	)	115		(115	)
COMPREHENSIVE LOSS	$	(3,476	)	(6,227	)	(7,186	)	(422	)	13,835		(3,476	)

Condensed Consolidating Statements of Comprehensive Income (Loss)

Nine Months Ended September 30, 2018



	Level 3 Parent, LLC			Level 3 Financing, Inc.		Level 3 Communications, LLC		Other Non-Guarantor Subsidiaries		Eliminations		Total
	(Dollars in millions)
OPERATING REVENUE
Operating revenue	$	—		—		2,884		3,187		—		6,071
Operating revenue - affiliates	—			—		81		151		(154	)	78
Total operating revenue	—			—		2,965		3,338		(154	)	6,149
OPERATING EXPENSES
Cost of services and products (exclusive of depreciation and amortization)	—			—		1,727		1,227		—		2,954
Selling, general and administrative	—			3		878		234		(72	)	1,043
Operating expenses - affiliates	—			—		140		115		(82	)	173
Depreciation and amortization	—			—		520		775		—		1,295
Total operating expenses	—			3		3,265		2,351		(154	)	5,465
OPERATING (LOSS) INCOME	—			(3	)	(300	)	987		—		684
OTHER (EXPENSE) INCOME
Interest income - affiliate	48			—		—		2		—		50
Interest expense	(24		)	(339	)	(3	)	(15	)	—		(381	)
Interest income (expense) - intercompany, net	1,474			1,446		(2,756	)	(164	)	—		—
Equity in net (losses) earnings of subsidiaries	(1,321		)	(2,505	)	451		—		3,375		—
Other income (expense), net	(3		)	—		3		21		—		21
Total other income (expense), net	174			(1,398	)	(2,305	)	(156	)	3,375		(310	)
INCOME (LOSS) BEFORE INCOME TAXES	174			(1,401	)	(2,605	)	831		3,375		374
Income tax (benefit) expense	(16		)	(80	)	16		264		—		184
NET INCOME (LOSS)	190			(1,321	)	(2,621	)	567		3,375		190
Other comprehensive loss, net of income taxes	(164		)	—		—		(164	)	164		(164	)
COMPREHENSIVE INCOME (LOSS)	$	26		(1,321	)	(2,621	)	403		3,539		26

Condensed Consolidating Balance Sheets

September 30, 2019



	Level 3 Parent, LLC		Level 3 Financing, Inc.	Level 3 Communications, LLC	Other Non-Guarantor Subsidiaries	Eliminations		Total
	(Dollars in millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	3	—	1,156	65	—		1,224
Restricted cash	—		—	—	3	—		3
Accounts receivable	—		—	69	649	—		718
Intercompany advances	19,145		24,656	7,542	3,030	(54,373	)	—
Note receivable - affiliate	1,590		—	—	—	—		1,590
Other	—		—	131	178	(15	)	294
Total current assets	20,738		24,656	8,898	3,925	(54,388	)	3,829
Property, plant, and equipment, net	—		—	3,574	6,145	—		9,719
GOODWILL AND OTHER ASSETS
Goodwill	—		—	382	7,007	—		7,389
Operating lease assets	—		—	1,213	378	(489	)	1,102
Restricted cash	12		—	5	2	—		19
Customer relationships, net	—		—	3,465	3,561	—		7,026
Other intangible assets, net	—		—	434	24	—		458
Investment in subsidiaries	9,314		11,471	2,813	—	(23,598	)	—
Other, net	268		1,508	86	200	(1,512	)	550
Total goodwill and other assets	9,594		12,979	8,398	11,172	(25,599	)	16,544
TOTAL ASSETS	$	30,332	37,635	20,870	21,242	(79,987	)	30,092

LIABILITIES AND MEMBER'S EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt	$	—	400	—	7	—		407
Accounts payable	—		2	420	331	—		753
Accounts payable - affiliates	80		16	471	—	(15	)	552
Accrued expenses and other liabilities
Salaries and benefits	—		—	174	42	—		216
Income and other taxes	—		7	67	39	—		113
Current operating lease liabilities	—		—	252	89	(97	)	244
Interest	3		71	1	3	—		78



Intercompany payables	—		—	50,785		3,588	(54,373	)	—
Other	1		1	8		61	—		71
Current portion of deferred revenue	—		—	159		137	—		296
Total current liabilities	84		497	52,337		4,297	(54,485	)	2,730
LONG-TERM DEBT	611		10,231	6		147	—		10,995

DEFERRED REVENUE AND OTHER LIABILITIES
Deferred revenue	—		—	1,055		209	—		1,264
Deferred income taxes, net	56		—	781		900	(1,512	)	225
Noncurrent operating lease liabilities	—		—	989		303	(392	)	900
Other	—		—	141		145	—		286
Total deferred revenue and other liabilities	56		—	2,966		1,557	(1,904	)	2,675
MEMBER'S EQUITY (DEFICIT)	29,581		26,907	(34,439	)	15,241	(23,598	)	13,692
TOTAL LIABILITIES AND MEMBER'S EQUITY	$	30,332	37,635	20,870		21,242	(79,987	)	30,092

Condensed Consolidating Balance Sheets

December 31, 2018



	Level 3 Parent, LLC		Level 3 Financing, Inc.	Level 3 Communications, LLC	Other Non-Guarantor Subsidiaries	Eliminations		Total
	(Dollars in millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	2	—	164	77	—		243
Restricted cash	—		—	—	4	—		4
Accounts receivable	—		—	70	642	—		712
Intercompany advances	16,852		23,957	7,744	2,707	(51,260	)	—
Note receivable - affiliate	1,825		—	—	—	—		1,825
Other	1		3	97	133	—		234
Total current assets	18,680		23,960	8,075	3,563	(51,260	)	3,018
Property, plant, and equipment, net	—		—	3,136	6,317	—		9,453

GOODWILL AND OTHER ASSETS
Goodwill	—		—	1,665	9,454	—		11,119
Restricted cash	15		—	9	1	—		25
Customer relationships, net	—		—	3,823	3,744	—		7,567
Other intangible assets, net	—		—	409	1	—		410
Investment in subsidiaries	15,541		17,915	3,861	—	(37,317	)	—
Other, net	275		1,421	110	225	(1,332	)	699
Total goodwill and other assets	15,831		19,336	9,877	13,425	(38,649	)	19,820
TOTAL ASSETS	$	34,511	43,296	21,088	23,305	(89,909	)	32,291

LIABILITIES AND MEMBER'S EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt	$	—	—	1	5	—		6
Accounts payable	—		—	380	346	—		726
Accounts payable - affiliates	62		11	162	11	—		246
Accrued expenses and other liabilities
Salaries and benefits	—		—	189	44	—		233
Income and other taxes	—		4	72	54	—		130
Interest	11		78	1	5	—		95
Intercompany payables	—		—	45,347	5,913	(51,260	)	—
Other	3		1	8	66	—		78



Current portion of deferred revenue	—		—	168		142	—		310
Total current liabilities	76		94	46,328		6,586	(51,260	)	1,824
LONG-TERM DEBT	613		10,068	7		150	—		10,838
DEFERRED REVENUE AND OTHER LIABILITIES
Deferred revenue	—		—	971		210	—		1,181
Deferred income taxes, net	56		—	841		637	(1,332	)	202
Other	—		—	197		172	—		369
Total deferred revenue and other liabilities	56		—	2,009		1,019	(1,332	)	1,752
MEMBER'S EQUITY (DEFICIT)	33,766		33,134	(27,256	)	15,550	(37,317	)	17,877
TOTAL LIABILITIES AND MEMBER'S EQUITY	$	34,511	43,296	21,088		23,305	(89,909	)	32,291

Condensed Consolidating Statements of Cash Flows

Nine Months Ended September 30, 2019



	Level 3 Parent, LLC			Level 3 Financing, Inc.	Level 3 Communications, LLC		Other Non-Guarantor Subsidiaries		Eliminations	Total
	(Dollars in millions)
OPERATING ACTIVITIES
Net cash (used in) provided by operating activities	$	(262	)	—	1,692		414		—	1,844
INVESTING ACTIVITIES
Capital expenditures	—			—	(558	)	(424	)	—	(982	)
Payments of notes receivable - affiliates	235			—	—		—		—	235
Proceeds from sale of property, plant and equipment and other assets	25			—	1		1		—	27
Other, net	—			—	(25	)	—		—	(25	)
Net cash provided by (used in) investing activities	260			—	(582	)	(423	)	—	(745	)
FINANCING ACTIVITIES
Net proceeds from issuance of long-term debt	—			—	988		—		—	988
Payments of long-term debt	—			—	(401	)	(3	)	—	(404	)
Distributions	(709		)	—	—		—		—	(709	)
Increase (decrease) due from affiliate, net	709			—	(709	)	—		—	—
Net cash used in financing activities	—			—	(122	)	(3	)	—	(125	)
Net (decrease) increase in cash, cash equivalents and restricted cash	(2		)	—	988		(12	)	—	974
Cash, cash equivalents and restricted cash at beginning of period	17			—	173		82		—	272
Cash, cash equivalents and restricted cash at end of period	$	15		—	1,161		70		—	1,246

Condensed Consolidating Statements of Cash Flows

Nine Months Ended September 30, 2018



	Level 3 Parent, LLC			Level 3 Financing, Inc.	Level 3 Communications, LLC		Other Non-Guarantor Subsidiaries		Eliminations	Total
	(Dollars in millions)
OPERATING ACTIVITIES
Net cash (used in) provided by operating activities	$	(49	)	—	1,420		256		—	1,627
INVESTING ACTIVITIES
Capital expenditures	—			—	(392	)	(334	)	—	(726	)
Proceeds from sale of property, plant and equipment and other assets	68			—	—		51		—	119
Net cash provided by (used in) investing activities	68			—	(392	)	(283	)	—	(607	)
FINANCING ACTIVITIES
Payments of long-term debt	—			—	—		(5	)	—	(5	)
Distributions	(1,130		)	—	—		—		—	(1,130	)
Increase (decrease) due from/to affiliates, net	1,130			—	(1,130	)	—		—	—
Net cash used in financing activities	—			—	(1,130	)	(5	)	—	(1,135	)
Net increase (decrease) in cash, cash equivalents and restricted cash	19			—	(102	)	(32	)	—	(115	)
Cash, cash equivalents and restricted cash at beginning of period	32			—	186		113		—	331
Cash, cash equivalents and restricted cash at end of period	$	51		—	84		81		—	216

Background (Details) $ in Millions	1 Months Ended	9 Months Ended
Background (Details) $ in Millions	Nov. 08, 2019 USD ($)	Sep. 30, 2019 USD ($) segment	Sep. 30, 2018 USD ($)	Jan. 01, 2019 USD ($)
New Accounting Pronouncement, Early Adoption [Line Items]
Number of reportable segments \| segment		1
Operating lease assets		$ 1,102
Operating lease liability		1,144
Payments of dividends		$ 709	$ 1,130
Subsequent Event
New Accounting Pronouncement, Early Adoption [Line Items]
Dividends declared	$ 250
Payments of dividends	$ 225
Accounting Standards Update 2016-02
New Accounting Pronouncement, Early Adoption [Line Items]
Operating lease assets				$ 1,300
Operating lease liability				$ 1,400

Goodwill, Customer Relationships and Other Intangible Assets - Schedule of Goodwill and Other Intangible Assets (Details) - USD ($) $ in Millions	Sep. 30, 2019	Dec. 31, 2018
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 7,389	$ 11,119
Customer Contracts And Relationships
Finite-Lived Intangible Assets [Line Items]
Intangible assets, net	7,026	7,567
Accumulated amortization	1,355	833
Trade Names
Finite-Lived Intangible Assets [Line Items]
Intangible assets, net	80	100
Accumulated amortization	50	30
Patents and Developed Technology
Finite-Lived Intangible Assets [Line Items]
Intangible assets, net	378	310
Accumulated amortization	121	67
Other Intangible Assets
Finite-Lived Intangible Assets [Line Items]
Intangible assets, net	$ 458	$ 410

Goodwill, Customer Relationships and Other Intangible Assets - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended			9 Months Ended
	Sep. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill impairment	$ 0	$ 3,700	$ 0	$ 3,708	$ 0
Acquired finite-lived intangible asset amortization expense	206		$ 204	604	$ 595
Intangible assets, gross, including goodwill	$ 16,400			$ 16,400

Goodwill, Customer Relationships and Other Intangible Assets - Amortization Expense (Details) $ in Millions	Sep. 30, 2019 USD ($)
Estimated amortization expense of finite-lived acquisition-related intangible assets
2019 (remaining three months)	$ 205
2020	825
2021	825
2022	764
2023	$ 743

Goodwill, Customer Relationships and Other Intangible Assets - Goodwill Activity (Details) - USD ($) $ in Millions	3 Months Ended			9 Months Ended
	Sep. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Goodwill [Roll Forward]
As of December 31, 2018		$ 11,119		$ 11,119
Effect of foreign currency rate change and other				(22)
Impairment	$ 0	$ (3,700)	$ 0	(3,708)	$ 0
As of September 30, 2019	$ 7,389			$ 7,389

Revenue Recognition - Revenue Not Subject to Topic 606 (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Revenue from Contract with Customer [Abstract]
Total revenue	$ 2,064	$ 2,010	$ 6,124	$ 6,149
Adjustments for non-ASC 606 revenue	(94)	(72)	(288)	(221)
Total revenue from contracts with customers	$ 1,970	$ 1,938	$ 5,836	$ 5,928

Revenue Recognition - Contract Liabilities (Details) - USD ($) $ in Millions	Sep. 30, 2019	Dec. 31, 2018
Revenue from Contract with Customer [Abstract]
Customer receivables	$ 737	$ 712
Contract assets	31	19
Contract liabilities	412	393
Accounts receivable, gross	751	723
Allowance for doubtful accounts receivable	$ 14	$ 11

Revenue Recognition - Additional Information (Details) $ in Billions	9 Months Ended
	Sep. 30, 2019 USD ($)
Revenue from Contract with Customer [Abstract]
Remaining performance obligation	$ 5.2
Minimum
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Contract term	1 year
Length of customer life	12 months
Maximum
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Contract term	7 years
Length of customer life	60 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, percentage	69.00%
Remaining performance obligation, timing of satisfaction	2 years 3 months

Revenue Recognition - Deferred Revenue (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	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)	$ 27	$ 22	$ 146	$ 135
Revenue recognized from performance obligations satisfied in previous periods	$ 0	$ 0	$ 0	$ 0

Revenue Recognition - Capitalized Contract Cost (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Contract Acquisition Costs
Capitalized Contract Cost [Roll Forward]
Beginning of period balance	$ 73	$ 34	$ 64	$ 13
Costs incurred	13	16	42	42
Amortization	(12)	(5)	(32)	(10)
End of period balance	74	45	74	45
Contract Fulfillment Costs
Capitalized Contract Cost [Roll Forward]
Beginning of period balance	106	52	84	14
Costs incurred	26	22	77	69
Amortization	(17)	(8)	(46)	(17)
End of period balance	$ 115	$ 66	$ 115	$ 66

Leases - Lease Expense (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
Leases - Lease Expense (Details) - USD ($) $ in Millions	Sep. 30, 2019	Sep. 30, 2019
Leases [Abstract]
Operating and short-term lease cost	$ 92	$ 288
Finance lease cost:
Amortization of right-of-use assets	3	10
Interest on lease liability	2	8
Total finance lease cost	5	18
Total lease cost	$ 97	$ 306

Leases - Supplemental Balance Sheet Information (Details) $ in Millions	Sep. 30, 2019 USD ($)
Assets
Operating lease assets	$ 1,102
Finance lease assets	147
Total leased assets	1,249
Current
Operating	244
Finance	7
Noncurrent
Operating	900
Finance	153
Total lease liabilities	$ 1,304
Weighted-average remaining lease term (years)
Operating leases	11 years 1 month 6 days
Finance leases	13 years 4 months 24 days
Weighted-average discount rate
Operating leases	6.59%
Finance leases	5.68%

Leases - Supplemental Cash Flow Information (Details) $ in Millions	9 Months Ended
	Sep. 30, 2019 USD ($)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 296
Operating cash flows from finance leases	8
Financing cash flows from finance leases	$ 3

Leases - Maturities of Lease Liabilities (Details) $ in Millions	Sep. 30, 2019 USD ($)
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2019 (remaining three months)	$ 75
2020	277
2021	231
2022	199
2023	169
Thereafter	701
Total lease payments	1,652
Less: interest	(508)
Total	1,144
Less: current portion	(244)
Long-term portion	900
Finance Lease, Liability, Payment, Due [Abstract]
2019 (remaining three months)	6
2020	15
2021	16
2022	16
2023	16
Thereafter	165
Total lease payments	234
Less: interest	(74)
Total	160
Less: current portion	(7)
Long-term portion	$ 153

Leases - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Leases [Abstract]
Rental income	$ 52	$ 47	$ 153	$ 143
Percent of operating revenue	2.50%	2.30%	2.50%	2.30%

Leases - Future Capital Leases Payments (Details) $ in Millions	Dec. 31, 2018 USD ($)
Leases [Abstract]
2019	$ 16
2020	15
2021	16
2022	16
2023	17
2024 and thereafter	164
Total minimum payments	244
Less: amount representing interest and executory costs	(81)
Present value of minimum payments	163
Less: current portion	(6)
Long-term portion	$ 157

Leases - Future Right-of-Way and Operating Lease Payments (Details) $ in Millions	Dec. 31, 2018 USD ($)
Leases [Abstract]
2019	$ 396
2020	259
2021	219
2022	164
2023	137
2024 and thereafter	613
Total future minimum payments	1,788
Future minimum sublease rentals	$ 29

Long-Term Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Long-term debt
Total long-term debt, excluding unamortized premiums	$ 11,286	$ 10,689
Unamortized premiums, net	129	155
Unamortized debt issuance costs	(13)	0
Total long-term debt	11,402	10,844
Less current maturities	(407)	(6)
Long-term debt, excluding current maturities	$ 10,995	10,838
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	$ 5,915	5,315
Senior Notes with Varied Maturity Date \| Minimum
Long-term debt
Stated interest rate	4.625%
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	4.294%	4.754%
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%
Finance leases
Long-term debt
Total long-term debt, excluding unamortized premiums	$ 160	$ 163

Long-Term Debt - Debt Maturities (Details) - USD ($) $ in Millions	Sep. 30, 2019	Dec. 31, 2018
Debt Disclosure [Abstract]
2019 (remaining three months)	$ 403
2020	6
2021	7
2022	1,449
2023	1,210
2024 and thereafter	8,211
Total long-term debt	$ 11,286	$ 10,689

Long-Term Debt - Additional Information (Details) - USD ($)		9 Months Ended
	Sep. 25, 2019	Sep. 30, 2019	Oct. 25, 2019	Oct. 24, 2019	Oct. 17, 2019
6.125% Senior Notes due 2021 \| Senior Notes \| Subsequent Event
Long-term debt
Repurchased face amount			$ 240,000,000
Stated interest rate			6.125%
Senior Notes, 5.75% Due 2022
Long-term debt
Stated interest rate		5.75%
Senior Notes, 5.75% Due 2022 \| Senior Notes \| Subsequent Event
Long-term debt
Repurchased face amount					$ 600,000,000
Stated interest rate					5.75%
Level 3 Financing, Inc. \| 6.125% Senior Notes due 2021
Long-term debt
Stated interest rate		6.125%
Repayments of debt		$ 400,000,000
Level 3 Financing, Inc. \| 6.125% Senior Notes due 2021 \| Senior Notes
Long-term debt
Repurchased face amount	$ 240,000,000
Stated interest rate	6.125%
Level 3 Financing, Inc. \| 4.625% Senior Notes Due 2027 \| Senior Notes
Long-term debt
Stated interest rate	4.625%
Long term debt	$ 1,000,000,000.0
Level 3 Financing, Inc. \| Senior Notes, 5.75% Due 2022 \| Senior Notes
Long-term debt
Repurchased face amount	$ 600,000,000
Stated interest rate	5.75%
Level 3 Financing, Inc. \| 5.375% Senior Notes Due 2022 \| Senior Notes
Long-term debt
Stated interest rate	5.375%
Repayments of debt	$ 160,000,000
Long term debt	$ 1,000,000,000
Level 3 Financing, Inc. \| 5.375% Senior Notes Due 2022 \| Senior Notes \| Subsequent Event
Long-term debt
Repurchased face amount			$ 160,000,000
Stated interest rate			5.375%
Long term debt				$ 1,000,000,000.0

Severance and Leased Real Estate (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2019	Jan. 01, 2019
Severance
Restructuring Reserve [Roll Forward]
Balance at January 1, 2019	$ 19
Accrued to expense	(1)
Payments, net	(10)
Balance at September 30, 2019	$ 8
Accounting Standards Update 2016-02
Restructuring Cost and Reserve [Line Items]
Lease obligation		$ 47

Products and Services Revenue - Operating Revenues for Products and Services (Details) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2019 USD ($)	Sep. 30, 2018 USD ($)	Sep. 30, 2019 USD ($) category	Sep. 30, 2018 USD ($)
Disaggregation of Revenue [Line Items]
Number of categories of products and services \| category			5
Operating revenues	$ 2,064	$ 2,010	$ 6,124	$ 6,149
IP and Data Services
Disaggregation of Revenue [Line Items]
Operating revenues	972	970	2,917	2,961
Transport and Infrastructure
Disaggregation of Revenue [Line Items]
Operating revenues	668	664	1,981	2,013
Voice and Collaboration
Disaggregation of Revenue [Line Items]
Operating revenues	379	349	1,085	1,094
Other
Disaggregation of Revenue [Line Items]
Operating revenues	4	1	7	3
Affiliate Services
Disaggregation of Revenue [Line Items]
Operating revenues	$ 41	$ 26	$ 134	$ 78

Products and Services Revenue - USF Surcharges and Transaction Taxes (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Disaggregation of Revenue [Line Items]
Operating revenues	$ 2,064	$ 2,010	$ 6,124	$ 6,149
USF Surcharge and Transaction Taxes
Disaggregation of Revenue [Line Items]
Operating revenues	$ 116	$ 96	$ 326	$ 301

Fair Value of Financial Instruments - Liabilities, Recurring (Details) - Fair Value, Measurements, Recurring - Significant Other Observable Inputs (Level 2) - USD ($) $ in Millions	Sep. 30, 2019	Dec. 31, 2018
Carrying Amount
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Liabilities-Long-term debt, excluding finance lease and other obligations	$ 11,242	$ 10,681
Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Liabilities-Long-term debt, excluding finance lease and other obligations	$ 11,225	$ 10,089

Commitments, Contingencies and Other Items - Lawsuits (Details) $ in Millions	9 Months Ended
	Sep. 30, 2019 USD ($) Employee contract
Loss Contingencies [Line Items]
Estimated litigation liability	$ 66
Peruvian Tax Litigation, Before Interest \| Pending Litigation
Loss Contingencies [Line Items]
Asserted claim	26
Peruvian Tax Litigation \| Pending Litigation
Loss Contingencies [Line Items]
Asserted claim	8
Brazilian Tax Claims
Loss Contingencies [Line Items]
Estimate of possible loss	$ 37
United States of America ex rel., Stephen Bishop v. Level 3 Communications, Inc. et al.
Loss Contingencies [Line Items]
Number of former employees names in lawsuit \| Employee	2
Number of former employees with plea agreements \| Employee	1
Number of government contracts in question \| contract	2
Damages sought, value	$ 50

Commitments, Contingencies and Other Items - Other Commitments (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Loss Contingencies [Line Items]
Amount outstanding under letters of credit or other similar obligations	$ 24,000,000	$ 30,000,000
Collateralized by cash, that is reflected on the consolidated balance sheets as restricted cash	18,000,000	$ 24,000,000
Unfavorable Regulatory Action
Loss Contingencies [Line Items]
Estimate of possible loss	$ 100,000

Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period	$ 17,877
Other comprehensive loss, net of tax	(115)	$ (164)
Amounts reclassified from accumulated other comprehensive loss		6
Net other comprehensive loss	(115)	(158)
Balance at end of period	13,692	18,172
Pension Plans
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period	5
Other comprehensive loss, net of tax	0
Net other comprehensive loss	0
Balance at end of period	5
Foreign Currency Translation Adjustment and Other
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period	(176)	18
Other comprehensive loss, net of tax	(115)	(164)
Amounts reclassified from accumulated other comprehensive loss		6
Net other comprehensive loss	(115)	(158)
Balance at end of period	(291)	(140)
AOCI Attributable to Parent
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period	(171)	18
Balance at end of period	$ (286)	$ (140)

Condensed Consolidating Financial Information - Statements of Comprehensive Income (Loss) (Details) - USD ($) $ in Millions	3 Months Ended			9 Months Ended
	Sep. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
OPERATING REVENUE
Operating revenues	$ 2,064		$ 2,010	$ 6,124	$ 6,149
OPERATING EXPENSES
Cost of services and products (exclusive of depreciation and amortization)	960		976	2,846	2,954
Selling, general and administrative	289		311	964	1,043
Operating expenses - affiliates	76		65	209	173
Depreciation and amortization	430		431	1,209	1,295
Goodwill impairment	0	$ 3,700	0	3,708	0
Total operating expenses	1,755		1,783	8,936	5,465
OPERATING INCOME (LOSS)	309		227	(2,812)	684
OTHER (EXPENSE) INCOME
Interest income - affiliate	15		18	47	50
Interest (expense) income	(123)		(137)	(384)	(381)
Interest income (expense) - intercompany, net	0		0	0	0
Equity in net (losses) earnings of subsidiaries	0		0	0	0
Other (expense) income, net	(13)		18	2	21
Total other expense, net	(121)		(101)	(335)	(310)
INCOME (LOSS) BEFORE INCOME TAXES	188		126	(3,147)	374
Income tax expense (benefit)	74		38	214	184
NET INCOME (LOSS)	114		88	(3,361)	190
Other comprehensive loss	(110)		(1)	(115)	(164)
COMPREHENSIVE INCOME (LOSS)	4		87	(3,476)	26
Eliminations
OPERATING REVENUE
Operating revenues	(199)		(71)	(632)	(154)
OPERATING EXPENSES
Cost of services and products (exclusive of depreciation and amortization)	0		0	0	0
Selling, general and administrative	(199)		(71)	(632)	(72)
Operating expenses - affiliates	0		0	0	(82)
Depreciation and amortization	0		0	0	0
Goodwill impairment				0
Total operating expenses	(199)		(71)	(632)	(154)
OPERATING INCOME (LOSS)	0		0	0	0
OTHER (EXPENSE) INCOME
Interest income - affiliate	0		0	0	0
Interest (expense) income	0		(1)	0	0
Interest income (expense) - intercompany, net	(1)		0	0	0
Equity in net (losses) earnings of subsidiaries	1,606		1,072	13,720	3,375
Other (expense) income, net	0		1	0	0
Total other expense, net	1,605		1,072	13,720	3,375
INCOME (LOSS) BEFORE INCOME TAXES	1,605		1,072	13,720	3,375
Income tax expense (benefit)	0		0	0	0
NET INCOME (LOSS)	1,605		1,072	13,720	3,375
Other comprehensive loss	110		1	115	164
COMPREHENSIVE INCOME (LOSS)	1,715		1,073	13,835	3,539
Level 3 Communications, Inc. \| Reportable Legal Entities
OPERATING REVENUE
Operating revenues	0		0	0	0
OPERATING EXPENSES
Cost of services and products (exclusive of depreciation and amortization)	0		0	0	0
Selling, general and administrative	(25)		0	(25)	0
Operating expenses - affiliates	0		0	0	0
Depreciation and amortization	0		0	0	0
Goodwill impairment				0
Total operating expenses	(25)		0	(25)	0
OPERATING INCOME (LOSS)	25		0	25	0
OTHER (EXPENSE) INCOME
Interest income - affiliate	15		16	47	48
Interest (expense) income	(8)		(8)	(24)	(24)
Interest income (expense) - intercompany, net	963		771	2,844	1,474
Equity in net (losses) earnings of subsidiaries	(860)		(690)	(6,227)	(1,321)
Other (expense) income, net	(17)		(3)	(19)	(3)
Total other expense, net	93		86	(3,379)	174
INCOME (LOSS) BEFORE INCOME TAXES	118		86	(3,354)	174
Income tax expense (benefit)	4		(2)	7	(16)
NET INCOME (LOSS)	114		88	(3,361)	190
Other comprehensive loss	(110)		(1)	(115)	(164)
COMPREHENSIVE INCOME (LOSS)	4		87	(3,476)	26
Level 3 Financing, Inc. \| Reportable Legal Entities
OPERATING REVENUE
Operating revenues	0		0	0	0
OPERATING EXPENSES
Cost of services and products (exclusive of depreciation and amortization)	0		0	0	0
Selling, general and administrative	2		0	5	3
Operating expenses - affiliates	0		0	0	0
Depreciation and amortization	0		0	0	0
Goodwill impairment				0
Total operating expenses	2		0	5	3
OPERATING INCOME (LOSS)	(2)		0	(5)	(3)
OTHER (EXPENSE) INCOME
Interest income - affiliate	0		0	0	0
Interest (expense) income	(115)		(118)	(354)	(339)
Interest income (expense) - intercompany, net	161		234	487	1,446
Equity in net (losses) earnings of subsidiaries	(934)		(834)	(6,445)	(2,505)
Other (expense) income, net	4		0	4	0
Total other expense, net	(884)		(718)	(6,308)	(1,398)
INCOME (LOSS) BEFORE INCOME TAXES	(886)		(718)	(6,313)	(1,401)
Income tax expense (benefit)	(26)		(28)	(86)	(80)
NET INCOME (LOSS)	(860)		(690)	(6,227)	(1,321)
Other comprehensive loss	0		0	0	0
COMPREHENSIVE INCOME (LOSS)	(860)		(690)	(6,227)	(1,321)
Level 3 Communications, LLC \| Reportable Legal Entities
OPERATING REVENUE
Operating revenues	1,056		1,001	3,073	2,965
OPERATING EXPENSES
Cost of services and products (exclusive of depreciation and amortization)	516		538	1,484	1,727
Selling, general and administrative	322		333	1,084	878
Operating expenses - affiliates	54		50	141	140
Depreciation and amortization	169		176	477	520
Goodwill impairment				1,369
Total operating expenses	1,061		1,097	4,555	3,265
OPERATING INCOME (LOSS)	(5)		(96)	(1,482)	(300)
OTHER (EXPENSE) INCOME
Interest income - affiliate	0		0	0	0
Interest (expense) income	4		(2)	7	(3)
Interest income (expense) - intercompany, net	(1,125)		(997)	(4,671)	(2,756)
Equity in net (losses) earnings of subsidiaries	188		452	(1,048)	451
Other (expense) income, net	2		(1)	10	3
Total other expense, net	(931)		(548)	(5,702)	(2,305)
INCOME (LOSS) BEFORE INCOME TAXES	(936)		(644)	(7,184)	(2,605)
Income tax expense (benefit)	2		(18)	2	16
NET INCOME (LOSS)	(938)		(626)	(7,186)	(2,621)
Other comprehensive loss	0		0	0	0
COMPREHENSIVE INCOME (LOSS)	(938)		(626)	(7,186)	(2,621)
Other Non-Guarantor Subsidiaries \| Reportable Legal Entities
OPERATING REVENUE
Operating revenues	1,207		1,080	3,683	3,338
OPERATING EXPENSES
Cost of services and products (exclusive of depreciation and amortization)	444		438	1,362	1,227
Selling, general and administrative	189		49	532	234
Operating expenses - affiliates	22		15	68	115
Depreciation and amortization	261		255	732	775
Goodwill impairment				2,339
Total operating expenses	916		757	5,033	2,351
OPERATING INCOME (LOSS)	291		323	(1,350)	987
OTHER (EXPENSE) INCOME
Interest income - affiliate	0		2	0	2
Interest (expense) income	(4)		(8)	(13)	(15)
Interest income (expense) - intercompany, net	2		(8)	1,340	(164)
Equity in net (losses) earnings of subsidiaries	0		0	0	0
Other (expense) income, net	(2)		21	7	21
Total other expense, net	(4)		7	1,334	(156)
INCOME (LOSS) BEFORE INCOME TAXES	287		330	(16)	831
Income tax expense (benefit)	94		86	291	264
NET INCOME (LOSS)	193		244	(307)	567
Other comprehensive loss	(110)		(1)	(115)	(164)
COMPREHENSIVE INCOME (LOSS)	83		243	(422)	403
Non-Affiliate Revenue
OPERATING REVENUE
Operating revenues	2,023		1,984	5,990	6,071
Non-Affiliate Revenue \| Eliminations
OPERATING REVENUE
Operating revenues	0		0	0	0
Non-Affiliate Revenue \| Level 3 Communications, Inc. \| Reportable Legal Entities
OPERATING REVENUE
Operating revenues	0		0	0	0
Non-Affiliate Revenue \| Level 3 Financing, Inc. \| Reportable Legal Entities
OPERATING REVENUE
Operating revenues	0		0	0	0
Non-Affiliate Revenue \| Level 3 Communications, LLC \| Reportable Legal Entities
OPERATING REVENUE
Operating revenues	995		951	2,903	2,884
Non-Affiliate Revenue \| Other Non-Guarantor Subsidiaries \| Reportable Legal Entities
OPERATING REVENUE
Operating revenues	1,028		1,033	3,087	3,187
Affiliate Services
OPERATING REVENUE
Operating revenues	41		26	134	78
Affiliate Services \| Eliminations
OPERATING REVENUE
Operating revenues	(199)		(71)	(632)	(154)
Affiliate Services \| Level 3 Communications, Inc. \| Reportable Legal Entities
OPERATING REVENUE
Operating revenues	0		0	0	0
Affiliate Services \| Level 3 Financing, Inc. \| Reportable Legal Entities
OPERATING REVENUE
Operating revenues	0		0	0	0
Affiliate Services \| Level 3 Communications, LLC \| Reportable Legal Entities
OPERATING REVENUE
Operating revenues	61		50	170	81
Affiliate Services \| Other Non-Guarantor Subsidiaries \| Reportable Legal Entities
OPERATING REVENUE
Operating revenues	$ 179		$ 47	$ 596	$ 151

Condensed Consolidating Financial Information - Balance Sheets (Details) - USD ($) $ in Millions	Sep. 30, 2019	Dec. 31, 2018	Sep. 30, 2018
CURRENT ASSETS
Cash and cash equivalents	$ 1,224	$ 243	$ 188
Restricted cash	3	4	3
Accounts receivable	718	712
Intercompany advances	0	0
Note receivable - affiliate	1,590	1,825
Other	294	234
Total current assets	3,829	3,018
Property, plant, and equipment, net	9,719	9,453
GOODWILL AND OTHER ASSETS
Goodwill	7,389	11,119
Operating lease assets	1,102
Restricted cash	19	25	25
Investment in subsidiaries	0	0
Other, net	550	699
Total goodwill and other assets	16,544	19,820
TOTAL ASSETS	30,092	32,291
CURRENT LIABILITIES
Current maturities of long-term debt	407	6
Accounts payable	753	726
Accounts payable - affiliates	552	246
Salaries and benefits	216	233
Income and other taxes	113	130
Current operating lease liabilities	244
Interest	78	95
Intercompany payables	0	0
Other	71	78
Current portion of deferred revenue	296	310
Total current liabilities	2,730	1,824
LONG-TERM DEBT	10,995	10,838
DEFERRED REVENUE AND OTHER LIABILITIES
Deferred revenue	1,264	1,181
Deferred income taxes, net	225	202
Noncurrent operating lease liabilities	900
Other	286	369
Total deferred revenue and other liabilities	2,675	1,752
MEMBER'S EQUITY (DEFICIT)	13,692	17,877	$ 18,172
TOTAL LIABILITIES AND MEMBER'S EQUITY	30,092	32,291
Customer Contracts And Relationships
GOODWILL AND OTHER ASSETS
Intangible assets, net	7,026	7,567
Other Intangible Assets
GOODWILL AND OTHER ASSETS
Intangible assets, net	458	410
Eliminations
CURRENT ASSETS
Cash and cash equivalents	0	0
Restricted cash	0	0
Accounts receivable	0	0
Intercompany advances	(54,373)	(51,260)
Note receivable - affiliate	0	0
Other	(15)	0
Total current assets	(54,388)	(51,260)
Property, plant, and equipment, net	0	0
GOODWILL AND OTHER ASSETS
Goodwill	0	0
Operating lease assets	(489)
Restricted cash	0	0
Investment in subsidiaries	(23,598)	(37,317)
Other, net	(1,512)	(1,332)
Total goodwill and other assets	(25,599)	(38,649)
TOTAL ASSETS	(79,987)	(89,909)
CURRENT LIABILITIES
Current maturities of long-term debt	0	0
Accounts payable	0	0
Accounts payable - affiliates	(15)	0
Salaries and benefits	0	0
Income and other taxes	0	0
Current operating lease liabilities	(97)
Interest	0	0
Intercompany payables	(54,373)	(51,260)
Other	0	0
Current portion of deferred revenue	0	0
Total current liabilities	(54,485)	(51,260)
LONG-TERM DEBT	0	0
DEFERRED REVENUE AND OTHER LIABILITIES
Deferred revenue	0	0
Deferred income taxes, net	(1,512)	(1,332)
Noncurrent operating lease liabilities	(392)
Other	0	0
Total deferred revenue and other liabilities	(1,904)	(1,332)
MEMBER'S EQUITY (DEFICIT)	(23,598)	(37,317)
TOTAL LIABILITIES AND MEMBER'S EQUITY	(79,987)	(89,909)
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	3	2
Restricted cash	0	0
Accounts receivable	0	0
Intercompany advances	19,145	16,852
Note receivable - affiliate	1,590	1,825
Other	0	1
Total current assets	20,738	18,680
Property, plant, and equipment, net	0	0
GOODWILL AND OTHER ASSETS
Goodwill	0	0
Operating lease assets	0
Restricted cash	12	15
Investment in subsidiaries	9,314	15,541
Other, net	268	275
Total goodwill and other assets	9,594	15,831
TOTAL ASSETS	30,332	34,511
CURRENT LIABILITIES
Current maturities of long-term debt	0	0
Accounts payable	0	0
Accounts payable - affiliates	80	62
Salaries and benefits	0	0
Income and other taxes	0	0
Current operating lease liabilities	0
Interest	3	11
Intercompany payables	0	0
Other	1	3
Current portion of deferred revenue	0	0
Total current liabilities	84	76
LONG-TERM DEBT	611	613
DEFERRED REVENUE AND OTHER LIABILITIES
Deferred revenue	0	0
Deferred income taxes, net	56	56
Noncurrent operating lease liabilities	0
Other	0	0
Total deferred revenue and other liabilities	56	56
MEMBER'S EQUITY (DEFICIT)	29,581	33,766
TOTAL LIABILITIES AND MEMBER'S EQUITY	30,332	34,511
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	0	0
Accounts receivable	0	0
Intercompany advances	24,656	23,957
Note receivable - affiliate	0	0
Other	0	3
Total current assets	24,656	23,960
Property, plant, and equipment, net	0	0
GOODWILL AND OTHER ASSETS
Goodwill	0	0
Operating lease assets	0
Restricted cash	0	0
Investment in subsidiaries	11,471	17,915
Other, net	1,508	1,421
Total goodwill and other assets	12,979	19,336
TOTAL ASSETS	37,635	43,296
CURRENT LIABILITIES
Current maturities of long-term debt	400	0
Accounts payable	2	0
Accounts payable - affiliates	16	11
Salaries and benefits	0	0
Income and other taxes	7	4
Current operating lease liabilities	0
Interest	71	78
Intercompany payables	0	0
Other	1	1
Current portion of deferred revenue	0	0
Total current liabilities	497	94
LONG-TERM DEBT	10,231	10,068
DEFERRED REVENUE AND OTHER LIABILITIES
Deferred revenue	0	0
Deferred income taxes, net	0	0
Noncurrent operating lease liabilities	0
Other	0	0
Total deferred revenue and other liabilities	0	0
MEMBER'S EQUITY (DEFICIT)	26,907	33,134
TOTAL LIABILITIES AND MEMBER'S EQUITY	37,635	43,296
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	1,156	164
Restricted cash	0	0
Accounts receivable	69	70
Intercompany advances	7,542	7,744
Note receivable - affiliate	0	0
Other	131	97
Total current assets	8,898	8,075
Property, plant, and equipment, net	3,574	3,136
GOODWILL AND OTHER ASSETS
Goodwill	382	1,665
Operating lease assets	1,213
Restricted cash	5	9
Investment in subsidiaries	2,813	3,861
Other, net	86	110
Total goodwill and other assets	8,398	9,877
TOTAL ASSETS	20,870	21,088
CURRENT LIABILITIES
Current maturities of long-term debt	0	1
Accounts payable	420	380
Accounts payable - affiliates	471	162
Salaries and benefits	174	189
Income and other taxes	67	72
Current operating lease liabilities	252
Interest	1	1
Intercompany payables	50,785	45,347
Other	8	8
Current portion of deferred revenue	159	168
Total current liabilities	52,337	46,328
LONG-TERM DEBT	6	7
DEFERRED REVENUE AND OTHER LIABILITIES
Deferred revenue	1,055	971
Deferred income taxes, net	781	841
Noncurrent operating lease liabilities	989
Other	141	197
Total deferred revenue and other liabilities	2,966	2,009
MEMBER'S EQUITY (DEFICIT)	(34,439)	(27,256)
TOTAL LIABILITIES AND MEMBER'S EQUITY	20,870	21,088
Level 3 Communications, LLC \| Reportable Legal Entities \| Customer Contracts And Relationships
GOODWILL AND OTHER ASSETS
Intangible assets, net	3,465	3,823
Level 3 Communications, LLC \| Reportable Legal Entities \| Other Intangible Assets
GOODWILL AND OTHER ASSETS
Intangible assets, net	434	409
Other Non-Guarantor Subsidiaries \| Reportable Legal Entities
CURRENT ASSETS
Cash and cash equivalents	65	77
Restricted cash	3	4
Accounts receivable	649	642
Intercompany advances	3,030	2,707
Note receivable - affiliate	0	0
Other	178	133
Total current assets	3,925	3,563
Property, plant, and equipment, net	6,145	6,317
GOODWILL AND OTHER ASSETS
Goodwill	7,007	9,454
Operating lease assets	378
Restricted cash	2	1
Investment in subsidiaries	0	0
Other, net	200	225
Total goodwill and other assets	11,172	13,425
TOTAL ASSETS	21,242	23,305
CURRENT LIABILITIES
Current maturities of long-term debt	7	5
Accounts payable	331	346
Accounts payable - affiliates	0	11
Salaries and benefits	42	44
Income and other taxes	39	54
Current operating lease liabilities	89
Interest	3	5
Intercompany payables	3,588	5,913
Other	61	66
Current portion of deferred revenue	137	142
Total current liabilities	4,297	6,586
LONG-TERM DEBT	147	150
DEFERRED REVENUE AND OTHER LIABILITIES
Deferred revenue	209	210
Deferred income taxes, net	900	637
Noncurrent operating lease liabilities	303
Other	145	172
Total deferred revenue and other liabilities	1,557	1,019
MEMBER'S EQUITY (DEFICIT)	15,241	15,550
TOTAL LIABILITIES AND MEMBER'S EQUITY	21,242	23,305
Other Non-Guarantor Subsidiaries \| Reportable Legal Entities \| Customer Contracts And Relationships
GOODWILL AND OTHER ASSETS
Intangible assets, net	3,561	3,744
Other Non-Guarantor Subsidiaries \| Reportable Legal Entities \| Other Intangible Assets
GOODWILL AND OTHER ASSETS
Intangible assets, net	$ 24	$ 1

Condensed Consolidating Financial Information - Statements of Cash Flows (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Condensed Consolidating Financial Information
Net cash provided by operating activities	$ 1,844	$ 1,627
INVESTING ACTIVITIES
Capital expenditures	(982)	(726)
Payments of notes receivable - affiliates	235
Proceeds from sale of property, plant and equipment and other assets	27	119
Other, net	(25)	0
Net cash used in investing activities	(745)	(607)
FINANCING ACTIVITIES
Net proceeds from issuance of long-term debt	988	0
Payments of long-term debt	(404)	(5)
Distributions	(709)	(1,130)
Increase (decrease) due from/to affiliates, net	0	0
Net cash used in financing activities	(125)	(1,135)
Net increase (decrease) in cash, cash equivalents and restricted cash	974	(115)
Cash, cash equivalents and restricted cash at beginning of period	272	331
Cash, cash equivalents and restricted cash at end of period	1,246	216
Eliminations
Condensed Consolidating Financial Information
Net cash provided by operating activities	0	0
INVESTING ACTIVITIES
Capital expenditures	0	0
Payments of notes receivable - affiliates	0
Proceeds from sale of property, plant and equipment and other assets	0	0
Other, net	0
Net cash used in investing activities	0	0
FINANCING ACTIVITIES
Net proceeds from issuance of long-term debt	0
Payments of long-term debt	0	0
Distributions	0	0
Increase (decrease) due from/to affiliates, net	0	0
Net cash used in financing activities	0	0
Net increase (decrease) in cash, cash equivalents and restricted cash	0	0
Cash, cash equivalents and restricted cash at beginning of period	0	0
Cash, cash equivalents and restricted cash at end of period	0	0
Level 3 Communications, Inc. \| Reportable Legal Entities
Condensed Consolidating Financial Information
Net cash provided by operating activities	(262)	(49)
INVESTING ACTIVITIES
Capital expenditures	0	0
Payments of notes receivable - affiliates	235
Proceeds from sale of property, plant and equipment and other assets	25	68
Other, net	0
Net cash used in investing activities	260	68
FINANCING ACTIVITIES
Net proceeds from issuance of long-term debt	0
Payments of long-term debt	0	0
Distributions	(709)	(1,130)
Increase (decrease) due from/to affiliates, net	709	1,130
Net cash used in financing activities	0	0
Net increase (decrease) in cash, cash equivalents and restricted cash	(2)	19
Cash, cash equivalents and restricted cash at beginning of period	17	32
Cash, cash equivalents and restricted cash at end of period	15	51
Level 3 Financing, Inc. \| Reportable Legal Entities
Condensed Consolidating Financial Information
Net cash provided by operating activities	0	0
INVESTING ACTIVITIES
Capital expenditures	0	0
Payments of notes receivable - affiliates	0
Proceeds from sale of property, plant and equipment and other assets	0	0
Other, net	0
Net cash used in investing activities	0	0
FINANCING ACTIVITIES
Net proceeds from issuance of long-term debt	0
Payments of long-term debt	0	0
Distributions	0	0
Increase (decrease) due from/to affiliates, net	0	0
Net cash used in financing activities	0	0
Net increase (decrease) in cash, cash equivalents and restricted cash	0	0
Cash, cash equivalents and restricted cash at beginning of period	0	0
Cash, cash equivalents and restricted cash at end of period	0	0
Level 3 Communications, LLC \| Reportable Legal Entities
Condensed Consolidating Financial Information
Net cash provided by operating activities	1,692	1,420
INVESTING ACTIVITIES
Capital expenditures	(558)	(392)
Payments of notes receivable - affiliates	0
Proceeds from sale of property, plant and equipment and other assets	1	0
Other, net	(25)
Net cash used in investing activities	(582)	(392)
FINANCING ACTIVITIES
Net proceeds from issuance of long-term debt	988
Payments of long-term debt	(401)	0
Distributions	0	0
Increase (decrease) due from/to affiliates, net	(709)	(1,130)
Net cash used in financing activities	(122)	(1,130)
Net increase (decrease) in cash, cash equivalents and restricted cash	988	(102)
Cash, cash equivalents and restricted cash at beginning of period	173	186
Cash, cash equivalents and restricted cash at end of period	1,161	84
Other Non-Guarantor Subsidiaries \| Reportable Legal Entities
Condensed Consolidating Financial Information
Net cash provided by operating activities	414	256
INVESTING ACTIVITIES
Capital expenditures	(424)	(334)
Payments of notes receivable - affiliates	0
Proceeds from sale of property, plant and equipment and other assets	1	51
Other, net	0
Net cash used in investing activities	(423)	(283)
FINANCING ACTIVITIES
Net proceeds from issuance of long-term debt	0
Payments of long-term debt	(3)	(5)
Distributions	0	0
Increase (decrease) due from/to affiliates, net	0	0
Net cash used in financing activities	(3)	(5)
Net increase (decrease) in cash, cash equivalents and restricted cash	(12)	(32)
Cash, cash equivalents and restricted cash at beginning of period	82	113
Cash, cash equivalents and restricted cash at end of period	$ 70	$ 81

Label	Element	Value
Accounting Standards Update 2014-09 [Member] \| Member Units [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ 9,000,000
Accounting Standards Update 2018-02 [Member] \| Member Units [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	(6,000,000)
Accounting Standards Update 2018-02 [Member] \| AOCI Attributable to Parent [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ 6,000,000