QWEST CORP, 10-Q filed on 5/10/2017
Quarterly Report
v3.7.0.1
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2017
May 09, 2017
Document and Entity Information    
Entity Registrant Name QWEST CORP  
Entity Central Index Key 0000068622  
Current Fiscal Year End Date --12-31  
Entity Filer Category Non-accelerated Filer  
Entity Current Reporting Status Yes  
Document Type 10-Q  
Document Period End Date Mar. 31, 2017  
Document Fiscal Year Focus 2017  
Document Fiscal Period Focus Q1  
Amendment Flag false  
Entity Common Stock, Shares Outstanding   1
v3.7.0.1
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
OPERATING REVENUES    
Operating revenues $ 1,486 $ 1,599
Operating revenues - affiliates 676 654
Total operating revenues 2,162 2,253
OPERATING EXPENSES    
Cost of services and products (exclusive of depreciation and amortization) 720 708
Selling, general and administrative 244 250
Operating expenses - affiliates 227 251
Depreciation and amortization 391 419
Total operating expenses 1,582 1,628
OPERATING INCOME 580 625
OTHER (EXPENSE) INCOME    
Interest expense (114) (121)
Interest expense - affiliates, net (15) (14)
Other income, net 1 2
Total other expense, net (128) (133)
INCOME BEFORE INCOME TAX EXPENSE 452 492
Income tax expense 174 188
NET INCOME $ 278 $ 304
v3.7.0.1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Statement of Comprehensive Income [Abstract]    
NET INCOME $ 278 $ 304
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract]    
Foreign currency translation adjustment, net of $— and $— tax 0 (3)
Other comprehensive loss 0 (3)
COMPREHENSIVE INCOME $ 278 $ 301
v3.7.0.1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Statement of Comprehensive Income [Abstract]    
Foreign currency translation adjustment, tax $ 0 $ 0
v3.7.0.1
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Millions
Mar. 31, 2017
Dec. 31, 2016
CURRENT ASSETS    
Cash and cash equivalents $ 18 $ 5
Accounts receivable, less allowance of $52 and $53 637 700
Advances to affiliates 955 872
Other 134 129
Total current assets 1,744 1,706
NET PROPERTY, PLANT AND EQUIPMENT    
Property, plant and equipment 13,464 13,247
Accumulated depreciation (5,791) (5,602)
Net property, plant and equipment 7,673 7,645
GOODWILL AND OTHER ASSETS    
Goodwill 9,354 9,354
Other intangible assets, less accumulated amortization of $1,538 and $1,510 453 471
Other, net 89 96
Total goodwill and other assets 11,640 11,798
TOTAL ASSETS 21,057 21,149
CURRENT LIABILITIES    
Current maturities of long-term debt 515 514
Accounts payable 430 398
Note payable - affiliate 914 914
Accrued expenses and other liabilities    
Salaries and benefits 149 273
Income and other taxes 191 175
Other 148 122
Current affiliate obligations, net 86 87
Advance billings and customer deposits 290 313
Total current liabilities 2,723 2,796
LONG-TERM DEBT 6,746 6,747
DEFERRED CREDITS AND OTHER LIABILITIES    
Deferred revenues 128 131
Deferred income taxes, net 1,742 1,773
Affiliate obligations, net 924 944
Other 86 66
Total deferred credits and other liabilities 2,880 2,914
COMMITMENTS AND CONTINGENCIES (Note 6)
STOCKHOLDER'S EQUITY    
Common stock - one share without par value, owned by Qwest Services Corporation 10,050 10,050
Accumulated deficit (1,342) (1,358)
Total stockholder's equity 8,708 8,692
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY 21,057 21,149
Customer relationships    
Customer relationships, less accumulated amortization of $3,955 and $3,822 $ 1,744 $ 1,877
v3.7.0.1
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Millions
Mar. 31, 2017
Dec. 31, 2016
Accounts receivable, allowance $ 52 $ 53
Other intangible assets, accumulated amortization $ 1,538 $ 1,510
Common stock, share issued (in shares) 1 1
Common stock, share outstanding (in shares) 1 1
Common stock, value outstanding $ 10,050 $ 10,050
Customer relationships    
Customer relationships, accumulated amortization $ 3,955 $ 3,822
v3.7.0.1
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
OPERATING ACTIVITIES    
Net income $ 278 $ 304
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 391 419
Deferred income taxes (32) (18)
Provision for uncollectible accounts 21 23
Net long-term debt issuance costs and premium amortization (2) (4)
Changes in current assets and liabilities:    
Accounts receivable 42 (11)
Accounts payable 59 78
Accrued income and other taxes 16 31
Other current assets and liabilities, net (147) (55)
Other current assets and liabilities - affiliates, net 15 14
Changes in other noncurrent assets and liabilities, net 12 (17)
Changes in affiliate obligations, net (21) (22)
Other, net (8) 5
Net cash provided by operating activities 624 747
INVESTING ACTIVITIES    
Payments for property, plant and equipment and capitalized software (318) (271)
Changes in advances to affiliates (83) (398)
Proceeds from sale of property 41 0
Net cash used in investing activities (360) (669)
FINANCING ACTIVITIES    
Net proceeds from issuance of long-term debt 0 227
Payments of long-term debt (1) (4)
Dividends paid to Qwest Services Corporation (250) (300)
Net cash used in financing activities (251) (77)
Net increase in cash and cash equivalents 13 1
Cash and cash equivalents at beginning of period 5 3
Cash and cash equivalents at end of period 18 4
Supplemental cash flow information:    
Income taxes paid, net (205) (206)
Interest paid (net of capitalized interest of $7 and $4) $ (101) $ (101)
v3.7.0.1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Statement of Cash Flows [Abstract]    
Interest paid, capitalized interest $ 7 $ 4
v3.7.0.1
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY - USD ($)
$ in Millions
Total
COMMON STOCK
ACCUMULATED OTHER COMPREHENSIVE LOSS
ACCUMULATED DEFICIT
Balance at beginning of period at Dec. 31, 2015   $ 10,050 $ 0 $ (1,143)
Increase (Decrease) in Stockholder's Equity        
Other comprehensive loss $ (3)   (3)  
Net income 304     304
Dividends declared to Qwest Services Corporation       (300)
Dividend of equity interest in limited liability company to Qwest Services Corporation       0
Balance at end of period at Mar. 31, 2016 8,908 10,050 (3) (1,139)
Balance at beginning of period at Dec. 31, 2016 8,692 10,050 0 (1,358)
Increase (Decrease) in Stockholder's Equity        
Other comprehensive loss 0   0  
Net income 278     278
Dividends declared to Qwest Services Corporation (250)     (250)
Dividend of equity interest in limited liability company to Qwest Services Corporation (12)     (12)
Balance at end of period at Mar. 31, 2017 $ 8,708 $ 10,050 $ 0 $ (1,342)
v3.7.0.1
Basis of Presentation
3 Months Ended
Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation
Background
General
We are an integrated communications company engaged primarily in providing an array of communications services to our residential and business customers. Our communications services include local voice, broadband, private line (including special access), network access, Ethernet, information technology, video and other ancillary services. In certain local and regional markets, we also provide local access and fiber transport services to competitive local exchange carriers.
We generate the majority of our total consolidated operating revenues from services provided in the 14-state region of Arizona, Colorado, Idaho, Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon, South Dakota, Utah, Washington and Wyoming. We refer to this region as our local service area.
Basis of Presentation
Our consolidated balance sheet as of December 31, 2016, 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 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 for the first three months of the year are not necessarily indicative of the consolidated results of operations that might be expected for the entire year. These consolidated financial statements 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, 2016.
The accompanying consolidated financial statements include our accounts and the accounts of our subsidiaries. Intercompany amounts and transactions with our consolidated subsidiaries have been eliminated. Transactions with our non-consolidated affiliates (referred to herein as affiliates) have not been eliminated.
We reclassified certain prior period amounts to conform to the current period presentation, including the categorization of our revenues. See Note 5—Products and Services Revenues for additional information. These changes had no impact on total operating revenues, total operating expenses or net income for any period.
Recent Accounting Pronouncements
Goodwill Impairment
On January 26, 2017, The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") ASU 2017-04, “Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 simplifies the impairment testing for goodwill by changing the measurement for goodwill impairment. Under current rules, we are required to compute the implied fair value of goodwill to measure the impairment amount if the carrying value of a reporting unit exceeds its fair value. Under ASU 2017-04, the goodwill impairment charge will equal the excess of the reporting unit carrying value above fair value, limited to the amount of goodwill assigned to the reporting unit.
We are required to adopt the provisions of ASU 2017-04 for any goodwill impairment tests, including our required annual test, occurring after January 1, 2020, but have the option to early adopt for any impairment test that we are required to perform. We have not determined if we will elect to early adopt the provisions of ASU 2017-04. The provisions of ASU 2017-04 would not have affected our last goodwill impairment assessment, but no assurance can be provided that the simplified testing methodology will not affect our goodwill impairment assessment in the future.
Income Taxes
On October 24, 2016, the FASB issued ASU 2016-16, “Intra-Entity Transfers of Assets Other Than Inventory” ("ASU 2016-16"). ASU 2016-16 eliminates the current prohibition on the recognition of the income tax effects on the transfer of assets among our subsidiaries. After adoption of this ASU, the income tax effects associated with these asset transfers, except for the transfer of inventory, will be recognized in the period the asset is transferred versus the current deferral and recognition upon either the sale of the asset to a third party or over the remaining useful life of the asset. We are currently reviewing the requirements of this ASU and evaluating the impact on our consolidated financial statements.
We are required to adopt the provisions of ASU 2016-16 on January 1, 2018, but have the option to early adopt as of January 1, 2017. We plan to adopt the provision of ASU 2016-16 on January 1, 2018. The impact of adopting ASU 2016-16, if any, will be recognized through a cumulative adjustment to retained earnings as of the date of adoption.
Financial Instruments
On June 16, 2016, the FASB issued ASU 2016-13, "Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13"). The primary impact of ASU 2016-13 for us is a change in the model for the recognition of credit losses related to our financial instruments from an incurred loss model, which recognized credit losses only if it was probable that a loss had been incurred, to an expected loss model, which requires our management team to estimate the total credit losses expected on the portfolio of financial instruments. We are currently reviewing the requirements of the standard and evaluating the impact on our consolidated financial statements.
We are required to adopt the provisions of ASU 2016-13 effective January 1, 2020, but could elect to early adopt the provisions as of January 1, 2019. We expect to recognize the impacts of adopting ASU 2016-13 through a cumulative adjustment to retained earnings as of the date of adoption. As of the date of this report, we have not yet determined the date we will adopt ASU 2016-13.
Leases
On February 25, 2016, the FASB issued ASU 2016-02, “Leases” (“ASU 2016-02”). The core principle of ASU 2016-02 will require lessees to present right-of-use assets and lease liabilities on their balance sheets for operating leases, which are currently not reflected on their balance sheets.
ASU 2016-02 is effective for annual and interim periods beginning January 1, 2019. Early adoption of ASU 2016-02 is permitted. Upon adoption of ASU 2016-02, we are required to recognize and measure leases at the beginning of the earliest period presented in our consolidated financial statements using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that we may elect to apply. We will implement this new standard on its effective date, but we have not yet decided which practical expedient options we will elect.
We are currently evaluating our existing lease accounting systems to determine whether our current systems will support the new accounting requirements or if upgrades or new systems will be required, and we are in the process of developing an implementation plan. We are also currently evaluating and assessing the impact ASU 2016-02 will have on us and our consolidated financial statements. As of the date of this report, we cannot provide any estimate of the impact of adopting ASU 2016-02.
Revenue Recognition
On May 28, 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 replaces virtually all existing GAAP on revenue recognition and replaces them with a principles-based approach for determining revenue recognition using a new five step model. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also includes new accounting principles related to the deferral and amortization of contract acquisition and fulfillment costs. We currently do not defer any contract acquisition costs, but we expect we will defer certain contract acquisition costs in the future, which could have the impact of lowering our operating expenses. We currently defer contract fulfillment costs only to the extent of any deferred revenue. Under ASU 2014-09, in certain transactions our deferred contract fulfillment costs could exceed our deferred revenues, which could result in an increase in deferred costs and could also have the impact of lowering our operating expenses.
On July 9, 2015, the FASB approved the deferral of the effective date of ASU 2014-09 by one year until January 1, 2018, which is the date we plan to adopt this standard. ASU 2014-09 may be adopted by applying the provisions of this standard on a retrospective basis to the periods included in the financial statements or on a modified retrospective basis, which would result in the recognition of a cumulative effect of adopting ASU 2014-09 in the first quarter of 2018. We have completed our initial assessment of our business and systems requirements, and we are currently developing and implementing a new revenue recognition system to comply with the requirements of ASU 2014-09. Based on this initial assessment, we currently plan to adopt the new revenue recognition standard under the modified retrospective transition method. Until we are further along in implementing our new revenue recognition system, we do not anticipate being able to provide reasonably accurate estimates of the impact of ASU 2014-09 on the timing of our revenue recognition.
v3.7.0.1
Long-Term Debt and Revolving Promissory Note
3 Months Ended
Mar. 31, 2017
Debt Disclosure [Abstract]  
Long-Term Debt and Revolving Promissory Note
Long-Term Debt and Revolving Promissory Note
Long-term debt, including unamortized discounts and premiums, unamortized debt issuance costs and note payable - affiliate, were as follows:
 
Interest Rates
 
Maturities
 
As of 
 March 31, 2017
 
As of 
 December 31, 2016
 
 
 
 
 
(Dollars in millions)
Senior notes
6.125% - 7.750%
 
2017 - 2056
 
$
7,259

 
7,259

Term loan
2.740%
 
2025
 
100

 
100

Capital lease and other obligations
Various
 
Various
 
34

 
32

Unamortized premiums, net
 
 
 
 
2

 
4

Unamortized debt issuance costs
 
 
 
 
(134
)
 
(134
)
Total long-term debt
 
 
 
 
7,261

 
7,261

Less current maturities
 
 
 
 
(515
)
 
(514
)
Long-term debt, excluding current maturities
 
 
 
 
$
6,746

 
6,747

Note payable - affiliate
6.678%
 
2022
 
$
914

 
914


Revolving Promissory Note
We are currently indebted to an affiliate of our ultimate parent company, CenturyLink, Inc., under a revolving promissory note that provides us with a funding commitment of up to $1.0 billion aggregate principal amount through June 30, 2022, of which $914 million was outstanding as of March 31, 2017. As of March 31, 2017, the weighted-average interest rate was 6.678%. As of March 31, 2017 and December 31, 2016, this revolving promissory note is reflected on our consolidated balance sheets as a current liability under note payable - affiliate. As of March 31, 2017, $20 million of accrued interest is reflected in other current liabilities on our consolidated balance sheet. In accordance with the note agreement, all accrued interest and unpaid interest is capitalized to the unpaid principal balance on June 1 and December 1 of each year.
Covenants
The indentures governing our notes contain certain covenants including, but not limited to: (i) a prohibition on certain liens on our assets; and (ii) a limitation on mergers or sales of all, or substantially all, of our assets, which limitation requires that a successor assume the obligation with regard to these notes. These indentures do not contain any cross-default provisions.
Our senior notes were issued under indentures dated April 15, 1990 and October 15, 1999. These indentures do not contain any financial covenants, but do include restrictions that limit our ability to (i) incur, issue or create liens upon our property and (ii) consolidate with or merge into, transfer or lease all or substantially all of our assets to any other party.
As of March 31, 2017, we believe we were in compliance with the provisions and covenants of our debt agreements.
Subsequent Events
On May 4, 2017, Qwest Corporation redeemed all $500 million of its 6.5% Notes due 2017, which resulted in an immaterial loss.
On May 9, 2017, Qwest Corporation redeemed $125 million aggregate principal amount of the remaining $288 million of its 7.5% Notes due 2051, which resulted in an immaterial loss.
On April 27, 2017, Qwest Corporation issued $660 million aggregate principal amount of 6.75% Notes due 2057, including $85 million principal amount that was sold pursuant to an over-allotment option, in exchange for net proceeds, after deducting underwriting discounts and other expenses, of $638 million. All of the 6.75% Notes are unsecured obligations and may be redeemed by Qwest Corporation, in whole or in part, on or after June 15, 2022, at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest to the redemption date.
v3.7.0.1
Fair Value Disclosure
3 Months Ended
Mar. 31, 2017
Fair Value Disclosures [Abstract]  
Fair Value Disclosure
Fair Value Disclosure
Our financial instruments consist of cash and cash equivalents, accounts receivable, advances to affiliates, accounts payable, note payable - affiliate and long-term debt, excluding capital lease and other obligations. Due to their short-term nature, the carrying amounts of our cash and cash equivalents, accounts receivable, advances to affiliates, accounts payable, and note payable - affiliate approximate their fair values.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between independent and knowledgeable parties who are willing and able to transact for an asset or liability at the measurement date. We use valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs when determining fair value and then we rank the estimated values based on the reliability of the inputs used following the fair value hierarchy set forth by the FASB. We determined the fair values of our long-term debt, including the current portion, based on quoted market prices where available or, if not available, based on discounted future cash flows using current market interest rates.
The three input levels in the hierarchy of fair value measurements are defined by the FASB generally as follows:
Input Level
 
Description of Input
 
 
 
Level 1
 
Observable inputs such as quoted market prices in active markets.
Level 2
 
Inputs other than quoted prices in active markets that are either directly or indirectly observable.
Level 3
 
Unobservable inputs in which little or no market data exists.

The following table presents the carrying amounts and estimated fair values of our long-term debt, excluding capital lease and other obligations, as well as the input level used to determine the fair values indicated below:
 
 
 
As of March 31, 2017
 
As of December 31, 2016
 
Input
Level
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
 
 
 
(Dollars in millions)
Liabilities—Long-term debt, excluding capital lease and other obligations
2
 
$
7,227

 
7,492

 
7,229

 
7,203

v3.7.0.1
Severance
3 Months Ended
Mar. 31, 2017
Restructuring and Related Activities [Abstract]  
Severance
Severance
Periodically, we reduce our workforce and accrue liabilities for the related severance costs. These workforce reductions resulted primarily from the progression or completion of our post-acquisition integration plans related to CenturyLink's indirect acquisition of us, increased competitive pressures, cost reduction initiatives, process improvements through automation and reduced workload demands due to the loss of customers purchasing certain services.
We report severance liabilities within accrued expenses and other liabilities-salaries and benefits in our consolidated balance sheets and report severance expenses in cost of services and products and selling, general and administrative expenses in our consolidated statements of operations.
Changes in our accrued liability for severance expenses were as follows:
 
Severance
 
(Dollars in millions)
Balance at December 31, 2016
$
52

Accrued to expense
3

Payments, net
(44
)
Balance at March 31, 2017
$
11

v3.7.0.1
Products and Services Revenues
3 Months Ended
Mar. 31, 2017
Segment Reporting [Abstract]  
Products and Services Revenues
Products and Services Revenues
We are an integrated communications company engaged primarily in providing an array of communications services, including local voice, broadband, private line (including special access), network access, Ethernet, information technology, video and other ancillary services. We strive to maintain our customer relationships by, among other things, bundling our service offerings to provide our customers with a complete offering of integrated communications services.
From time to time, we change the categorization of our products and services, and we may make similar changes in the future. During the second quarter of 2016, we determined that because of declines due to customer migration to other strategic products and services, certain of our services, specifically our private line (including special access) services, are more closely aligned with our legacy services than with our strategic services. As a result, we reflect these operating revenues as legacy services, and we have reclassified certain prior period amounts to conform to this change. The revision resulted in a reduction of revenue from strategic services and a corresponding increase in revenue from legacy services of $189 million for the three months ended March 31, 2016.
We categorize our products, services and revenues among the following three categories:
Strategic services, which include primarily broadband, Ethernet, video and other ancillary services;
Legacy services, which include primarily local voice, private line (including special access), Integrated Services Digital Network ("ISDN") (which use regular telephone lines to support voice, video and data applications), switched access, traditional wide area network ("WAN") (which allow a local communications network to link to networks in remote locations) and other ancillary services; and
Affiliates and other services, which consist primarily of Connect America Fund ("CAF") support payments, Universal Service Fund ("USF") support payments, USF surcharges and services we provide to our affiliates. We receive federal support payments from both Phase 1 and Phase 2 of the CAF program, and support payments from both federal and state USF programs. These support payments are government subsidies designed to reimburse us for various costs related to certain telecommunications services, including the costs of deploying, maintaining and operating voice and broadband infrastructure in high-cost rural areas where we are not able to fully recover our costs from our customers. We also collect USF surcharges based on specific items we list on our customers' invoices to fund the FCC's universal service programs. We provide to our affiliates, telecommunication services that we also provide to external customers. In addition, we provide to our affiliates, computer system development and support services, network support and technical services.
Our operating revenues for our products and services consisted of the following categories:
 
Three Months Ended March 31,
 
2017
 
2016
 
(Dollars in millions)
Strategic services
$
663

 
670

Legacy services
744

 
844

Affiliates and other services
755

 
739

Total operating revenues
$
2,162

 
2,253


We do not have any single external customer that provides more than 10% of our total consolidated operating revenues. Substantially all of our consolidated revenues come from customers located in the United States.
We recognize revenues in our consolidated statements of operations for certain USF surcharges and transaction taxes that we bill to our customers. Our consolidated statements of operations also reflect the offsetting expense for the amounts we remit to the government agencies. The total amount of such surcharges and transaction taxes that we included in revenues aggregated $33 million and $38 million for the three months ended March 31, 2017 and 2016, respectively. These USF surcharges, where we record revenue, are included in "affiliates and other services" revenues and these transaction taxes are included in "legacy services" revenues. We also act as a collection agent for certain other USF and transaction taxes that we are required by government agencies to bill our customers, for which we do not record any revenue or expense because we only act as a pass-through agent.
Our operations are integrated into and reported as part of the consolidated segment data of CenturyLink. CenturyLink's chief operating decision maker ("CODM") is our CODM, but reviews our financial information on an aggregate basis only in connection with our quarterly and annual reports that we file with the Securities and Exchange Commission. Consequently, we do not provide our discrete financial information to the CODM on a regular basis. As such, we believe we have one reportable segment.
v3.7.0.1
Commitments and Contingencies
3 Months Ended
Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
Commitments and Contingencies
Pending Matters
Subsidiaries of CenturyLink, Inc., including us, are among hundreds of companies in an industry-wide dispute, raised in nearly 100 federal lawsuits (filed between 2014 and 2016) that have been consolidated in the United States District Court for the District of Northern Texas for pretrial procedures. The disputes relate to switched access charges that local exchange carriers ("LECs") collect from interexchange carriers ("IXCs") for IXCs' use of LEC's access services. In the lawsuits, three IXCs, Sprint Communications Company L.P. ("Sprint"), affiliates of Verizon Communications Inc. ("Verizon") and affiliates of Level 3 Communications LLC ("Level 3"), assert that federal and state laws bar LECs from collecting access charges when IXCs exchange certain types of calls between mobile and wireline devices that are routed through an IXC. Some of these IXCs have asserted claims seeking refunds of payments for access charges previously paid and relief from future access charges. In addition, Level 3 has ceased paying switched access charges on these calls.
In November 2015, the federal court agreed with the LECs and rejected the IXCs' contention that federal law prohibits these particular access charges, and also allowed the IXCs to refile state-law claims. The Verizon entities did not file any new state claims, while Sprint filed state claims substantially similar to those previously dismissed. Based on the November 2015 ruling, we filed suit against Level 3 seeking payment of charges which Level 3 has disputed and withheld. Separately, some of the defendants, including us, have petitioned the FCC to address these issues on an industry-wide basis.
The outcome of these disputes and lawsuits, as well as any related regulatory proceedings that could ensue, are currently not predictable. If we are required to stop assessing these charges or to pay refunds of any such charges, our financial results could be negatively affected.
Other Proceedings and Disputes
From time to time, we are involved in other proceedings incidental to our business, including patent infringement allegations, administrative hearings 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 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 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 our financial position, results of operations or cash flows.
CenturyLink, Inc. and its affiliates are involved in several legal proceedings to which we are not a party that, if resolved against them, could have a material adverse effect on their business and financial condition. As an indirect wholly-owned subsidiary of CenturyLink, Inc., our business and financial condition could be similarly affected. You can find descriptions of these legal proceedings in CenturyLink, Inc.'s quarterly and annual reports filed with the Securities and Exchange Commission. Because we are not a party to any of the matters, we have not accrued any liabilities for the matters.
v3.7.0.1
Dividends
3 Months Ended
Mar. 31, 2017
Dividends [Abstract]  
Dividends
Dividends
From time to time we may declare and pay dividends to our direct parent company, Qwest Services Corporation ("QSC"), sometimes in excess of our earnings to the extent permitted by applicable law. Our debt covenants do not currently limit the amount of dividends we can pay to QSC.
During the three months ended March 31, 2017, we declared and paid dividends of $250 million to QSC. Dividends paid are reflected on our consolidated statements of cash flows as financing activities.
On March 31, 2017, we distributed our equity interest of $12 million in a limited liability company to QSC. The limited liability company's sole asset was a building that was being utilized by an affiliate.
v3.7.0.1
Other Financial Information
3 Months Ended
Mar. 31, 2017
Additional Financial Information Disclosure [Abstract]  
Other financial information
Other Financial Information
Other Current Assets
The following table presents details of other current assets in our consolidated balance sheets:
 
As of 
 March 31, 2017
 
As of 
 December 31, 2016
 
(Dollars in millions)
Prepaid expenses
$
70

 
48

Assets held for sale

 
8

Other
64

 
73

Total other current assets
$
134

 
129


Selected Current Liabilities
Current liabilities reflected in our consolidated balance sheets include accounts payable:
 
As of 
 March 31, 2017
 
As of 
 December 31, 2016
 
(Dollars in millions)
Accounts payable
$
430

 
398


Included in accounts payable at March 31, 2017 and December 31, 2016, was $25 million and $53 million, respectively, associated with capital expenditures.
v3.7.0.1
Labor Union Contracts
3 Months Ended
Mar. 31, 2017
Labor Union Contracts [Abstract]  
Concentration risk disclosure
Labor Union Contracts
Approximately 45% of our employees are members of various bargaining units represented by the Communication Workers of America and the International Brotherhood of Electrical Workers. Approximately 10,000, or 45%, of our employees are subject to collective bargaining agreements that are scheduled to expire October 7, 2017.
v3.7.0.1
Basis of Presentation Basis of Presentation (Policies)
3 Months Ended
Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Consolidation policy
The accompanying consolidated financial statements include our accounts and the accounts of our subsidiaries. Intercompany amounts and transactions with our consolidated subsidiaries have been eliminated. Transactions with our non-consolidated affiliates (referred to herein as affiliates) have not been eliminated.
Reclassification policy
We reclassified certain prior period amounts to conform to the current period presentation, including the categorization of our revenues. See Note 5—Products and Services Revenues for additional information. These changes had no impact on total operating revenues, total operating expenses or net income for any period.
Recent accounting pronouncements
Recent Accounting Pronouncements
Goodwill Impairment
On January 26, 2017, The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") ASU 2017-04, “Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 simplifies the impairment testing for goodwill by changing the measurement for goodwill impairment. Under current rules, we are required to compute the implied fair value of goodwill to measure the impairment amount if the carrying value of a reporting unit exceeds its fair value. Under ASU 2017-04, the goodwill impairment charge will equal the excess of the reporting unit carrying value above fair value, limited to the amount of goodwill assigned to the reporting unit.
We are required to adopt the provisions of ASU 2017-04 for any goodwill impairment tests, including our required annual test, occurring after January 1, 2020, but have the option to early adopt for any impairment test that we are required to perform. We have not determined if we will elect to early adopt the provisions of ASU 2017-04. The provisions of ASU 2017-04 would not have affected our last goodwill impairment assessment, but no assurance can be provided that the simplified testing methodology will not affect our goodwill impairment assessment in the future.
Income Taxes
On October 24, 2016, the FASB issued ASU 2016-16, “Intra-Entity Transfers of Assets Other Than Inventory” ("ASU 2016-16"). ASU 2016-16 eliminates the current prohibition on the recognition of the income tax effects on the transfer of assets among our subsidiaries. After adoption of this ASU, the income tax effects associated with these asset transfers, except for the transfer of inventory, will be recognized in the period the asset is transferred versus the current deferral and recognition upon either the sale of the asset to a third party or over the remaining useful life of the asset. We are currently reviewing the requirements of this ASU and evaluating the impact on our consolidated financial statements.
We are required to adopt the provisions of ASU 2016-16 on January 1, 2018, but have the option to early adopt as of January 1, 2017. We plan to adopt the provision of ASU 2016-16 on January 1, 2018. The impact of adopting ASU 2016-16, if any, will be recognized through a cumulative adjustment to retained earnings as of the date of adoption.
Financial Instruments
On June 16, 2016, the FASB issued ASU 2016-13, "Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13"). The primary impact of ASU 2016-13 for us is a change in the model for the recognition of credit losses related to our financial instruments from an incurred loss model, which recognized credit losses only if it was probable that a loss had been incurred, to an expected loss model, which requires our management team to estimate the total credit losses expected on the portfolio of financial instruments. We are currently reviewing the requirements of the standard and evaluating the impact on our consolidated financial statements.
We are required to adopt the provisions of ASU 2016-13 effective January 1, 2020, but could elect to early adopt the provisions as of January 1, 2019. We expect to recognize the impacts of adopting ASU 2016-13 through a cumulative adjustment to retained earnings as of the date of adoption. As of the date of this report, we have not yet determined the date we will adopt ASU 2016-13.
Leases
On February 25, 2016, the FASB issued ASU 2016-02, “Leases” (“ASU 2016-02”). The core principle of ASU 2016-02 will require lessees to present right-of-use assets and lease liabilities on their balance sheets for operating leases, which are currently not reflected on their balance sheets.
ASU 2016-02 is effective for annual and interim periods beginning January 1, 2019. Early adoption of ASU 2016-02 is permitted. Upon adoption of ASU 2016-02, we are required to recognize and measure leases at the beginning of the earliest period presented in our consolidated financial statements using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that we may elect to apply. We will implement this new standard on its effective date, but we have not yet decided which practical expedient options we will elect.
We are currently evaluating our existing lease accounting systems to determine whether our current systems will support the new accounting requirements or if upgrades or new systems will be required, and we are in the process of developing an implementation plan. We are also currently evaluating and assessing the impact ASU 2016-02 will have on us and our consolidated financial statements. As of the date of this report, we cannot provide any estimate of the impact of adopting ASU 2016-02.
Revenue Recognition
On May 28, 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 replaces virtually all existing GAAP on revenue recognition and replaces them with a principles-based approach for determining revenue recognition using a new five step model. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also includes new accounting principles related to the deferral and amortization of contract acquisition and fulfillment costs. We currently do not defer any contract acquisition costs, but we expect we will defer certain contract acquisition costs in the future, which could have the impact of lowering our operating expenses. We currently defer contract fulfillment costs only to the extent of any deferred revenue. Under ASU 2014-09, in certain transactions our deferred contract fulfillment costs could exceed our deferred revenues, which could result in an increase in deferred costs and could also have the impact of lowering our operating expenses.
On July 9, 2015, the FASB approved the deferral of the effective date of ASU 2014-09 by one year until January 1, 2018, which is the date we plan to adopt this standard. ASU 2014-09 may be adopted by applying the provisions of this standard on a retrospective basis to the periods included in the financial statements or on a modified retrospective basis, which would result in the recognition of a cumulative effect of adopting ASU 2014-09 in the first quarter of 2018. We have completed our initial assessment of our business and systems requirements, and we are currently developing and implementing a new revenue recognition system to comply with the requirements of ASU 2014-09. Based on this initial assessment, we currently plan to adopt the new revenue recognition standard under the modified retrospective transition method. Until we are further along in implementing our new revenue recognition system, we do not anticipate being able to provide reasonably accurate estimates of the impact of ASU 2014-09 on the timing of our revenue recognition.
v3.7.0.1
Long-Term Debt and Revolving Promissory Note (Tables)
3 Months Ended
Mar. 31, 2017
Debt Disclosure [Abstract]  
Schedule of long-term debt
Long-term debt, including unamortized discounts and premiums, unamortized debt issuance costs and note payable - affiliate, were as follows:
 
Interest Rates
 
Maturities
 
As of 
 March 31, 2017
 
As of 
 December 31, 2016
 
 
 
 
 
(Dollars in millions)
Senior notes
6.125% - 7.750%
 
2017 - 2056
 
$
7,259

 
7,259

Term loan
2.740%
 
2025
 
100

 
100

Capital lease and other obligations
Various
 
Various
 
34

 
32

Unamortized premiums, net
 
 
 
 
2

 
4

Unamortized debt issuance costs
 
 
 
 
(134
)
 
(134
)
Total long-term debt
 
 
 
 
7,261

 
7,261

Less current maturities
 
 
 
 
(515
)
 
(514
)
Long-term debt, excluding current maturities
 
 
 
 
$
6,746

 
6,747

Note payable - affiliate
6.678%
 
2022
 
$
914

 
914

v3.7.0.1
Fair Value Disclosure (Tables)
3 Months Ended
Mar. 31, 2017
Fair Value Disclosures [Abstract]  
Schedule of the three input levels in the hierarchy of fair value measurements
The three input levels in the hierarchy of fair value measurements are defined by the FASB generally as follows:
Input Level
 
Description of Input
 
 
 
Level 1
 
Observable inputs such as quoted market prices in active markets.
Level 2
 
Inputs other than quoted prices in active markets that are either directly or indirectly observable.
Level 3
 
Unobservable inputs in which little or no market data exists.
Schedule of carrying amounts and estimated fair values of long-term debt, excluding capital lease obligations, and input level to determine fair values
The following table presents the carrying amounts and estimated fair values of our long-term debt, excluding capital lease and other obligations, as well as the input level used to determine the fair values indicated below:
 
 
 
As of March 31, 2017
 
As of December 31, 2016
 
Input
Level
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
 
 
 
(Dollars in millions)
Liabilities—Long-term debt, excluding capital lease and other obligations
2
 
$
7,227

 
7,492

 
7,229

 
7,203

v3.7.0.1
Severance (Tables)
3 Months Ended
Mar. 31, 2017
Restructuring and Related Activities [Abstract]  
Schedule of changes in accrued liability for severance expenses
Changes in our accrued liability for severance expenses were as follows:
 
Severance
 
(Dollars in millions)
Balance at December 31, 2016
$
52

Accrued to expense
3

Payments, net
(44
)
Balance at March 31, 2017
$
11

v3.7.0.1
Products and Services Revenues (Tables)
3 Months Ended
Mar. 31, 2017
Segment Reporting [Abstract]  
Schedule of operating revenues by products and services
Our operating revenues for our products and services consisted of the following categories:
 
Three Months Ended March 31,
 
2017
 
2016
 
(Dollars in millions)
Strategic services
$
663

 
670

Legacy services
744

 
844

Affiliates and other services
755

 
739

Total operating revenues
$
2,162

 
2,253

v3.7.0.1
Other Financial Information (Tables)
3 Months Ended
Mar. 31, 2017
Additional Financial Information Disclosure [Abstract]  
Schedule of components other current assets
The following table presents details of other current assets in our consolidated balance sheets:
 
As of 
 March 31, 2017
 
As of 
 December 31, 2016
 
(Dollars in millions)
Prepaid expenses
$
70

 
48

Assets held for sale

 
8

Other
64

 
73

Total other current assets
$
134

 
129

Schedule of selected current liabilities
Current liabilities reflected in our consolidated balance sheets include accounts payable:
 
As of 
 March 31, 2017
 
As of 
 December 31, 2016
 
(Dollars in millions)
Accounts payable
$
430

 
398

v3.7.0.1
Basis of Presentation (Details)
Mar. 31, 2017
Geographic Areas, Revenues from External Customers [Abstract]  
Number of states in which entity operates (states) 14
v3.7.0.1
Long-Term Debt and Revolving Promissory Note (Details) - USD ($)
$ in Millions
Mar. 31, 2017
Dec. 31, 2016
Long-term debt    
Less current maturities $ (515) $ (514)
Long-term debt, excluding current maturities 6,746 6,747
Note payable - affiliate 914 914
Qwest Corporation    
Long-term debt    
Capital lease and other obligations 34 32
Unamortized premiums, net 2 4
Unamortized debt issuance costs (134) (134)
Total long-term debt 7,261 7,261
Less current maturities (515) (514)
Long-term debt, excluding current maturities 6,746 6,747
Qwest Corporation | Senior notes    
Long-term debt    
Long-term debt, gross $ 7,259 7,259
Qwest Corporation | Senior notes | Minimum    
Long-term debt    
Stated interest rate (percent) 6.125%  
Qwest Corporation | Senior notes | Maximum    
Long-term debt    
Stated interest rate (percent) 7.75%  
Qwest Corporation | Term loan    
Long-term debt    
Long-term debt, gross $ 100 100
Stated interest rate (percent) 2.74%  
Qwest Corporation | Loans payable | Affiliated entity    
Long-term debt    
Weighted average interest rate (percent) 6.678%  
Note payable - affiliate $ 914 $ 914
v3.7.0.1
Long-Term Debt and Revolving Promissory Note (Details 2) - USD ($)
$ in Millions
May 05, 2017
Apr. 28, 2017
May 08, 2017
May 04, 2017
Mar. 31, 2017
Dec. 31, 2016
Long-term debt            
Note payable - affiliate         $ 914 $ 914
Qwest Corporation | Affiliated entity | Loans payable            
Long-term debt            
Line of credit, maximum borrowing capacity         1,000  
Note payable - affiliate         $ 914 $ 914
Weighted average interest rate (percent)         6.678%  
Accrued interest payable on affiliate note payable         $ 20  
Qwest Corporation | Subsequent event | Senior notes | 6.5% Notes due 2017            
Long-term debt            
Debt instrument, repurchased face amount       $ 500    
Stated interest rate (percent)       6.50%    
Qwest Corporation | Subsequent event | Senior notes | 7.5% Notes due 2051            
Long-term debt            
Debt instrument, repurchased face amount     $ 125      
Stated interest rate (percent)     7.50%      
Debt instrument, face amount     $ 288      
Qwest Corporation | Subsequent event | Senior notes | 6.75% Notes due 2057            
Long-term debt            
Stated interest rate (percent)   6.75%        
Debt instrument, face amount   $ 660        
Debt instrument, face amount of over-allotment $ 85          
Proceeds from debt, net of issuance costs $ 638          
Debt instrument, redemption, period one | Qwest Corporation | Subsequent event | Senior notes | 6.75% Notes due 2057            
Long-term debt            
Debt instrument, redemption, description   redeemed by Qwest Corporation, in whole or in part, on or after June 15, 2022, at a redemption price equal to 100% of the principal amount        
v3.7.0.1
Fair Value Disclosure (Details) - Fair value measurements, nonrecurring - Fair value inputs, Level 2 - USD ($)
$ in Millions
Mar. 31, 2017
Dec. 31, 2016
Carrying Amount    
Liabilities    
Liabilities—Long-term debt, excluding capital lease and other obligations $ 7,227 $ 7,229
Fair Value    
Liabilities    
Liabilities—Long-term debt, excluding capital lease and other obligations $ 7,492 $ 7,203
v3.7.0.1
Severance (Details) - Employee severance
$ in Millions
3 Months Ended
Mar. 31, 2017
USD ($)
Restructuring Cost and Reserve [Line Items]  
Balance at the beginning of the period $ 52
Accrued to expense 3
Payments, net (44)
Balance at the end of the period $ 11
v3.7.0.1
Products and Services Revenues (Details)
$ in Millions
3 Months Ended
Mar. 31, 2017
USD ($)
category
Mar. 31, 2016
USD ($)
Products and Services Revenues    
Operating revenues $ 2,162 $ 2,253
Number of categories of products and services (categories) | category 3  
USF surcharges included in operating revenues $ 33 38
Number of reportable segments (segments) 1  
Strategic services    
Products and Services Revenues    
Operating revenues $ 663 670
Legacy services    
Products and Services Revenues    
Operating revenues 744 844
Affiliates and other services    
Products and Services Revenues    
Operating revenues $ 755 739
Low-bandwidth data services | Restatement adjustment | Strategic services    
Products and Services Revenues    
Operating revenues   (189)
Low-bandwidth data services | Restatement adjustment | Legacy services    
Products and Services Revenues    
Operating revenues   $ 189
v3.7.0.1
Commitments and Contingencies (Details)
3 Months Ended
Mar. 31, 2017
USD ($)
plaintiff
lawsuit
Loss Contingencies [Line Items]  
Number of patents allegedly infringed (minimum) 1
Unfavorable regulatory action  
Loss Contingencies [Line Items]  
Estimate of possible loss (per proceeding) | $ $ 100,000
Interexchange carriers | Subsidiaries of CenturyLink, Inc.  
Loss Contingencies [Line Items]  
Number of lawsuits (approximately) 100
Number of plaintiffs | plaintiff 3
v3.7.0.1
Dividends (Details)
$ in Millions
3 Months Ended
Mar. 31, 2017
USD ($)
Dividends [Abstract]  
Dividends declared and paid to Qwest Services Corporation $ 250
Dividend of equity interest in limited liability company to Qwest Services Corporation $ 12
v3.7.0.1
Other Financial Information (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Mar. 31, 2017
Dec. 31, 2016
Prepaid Expense and Other Assets, Current [Abstract]    
Prepaid expenses $ 70 $ 48
Assets held for sale 0 8
Other 64 73
Total other current assets 134 129
Accounts Payable, Current [Abstract]    
Accounts payable 430 398
Capital expenditures incurred and included in accounts payable $ 25 $ 53
v3.7.0.1
Labor Union Contracts (Details)
3 Months Ended
Mar. 31, 2017
Workforce subject to collective bargaining arrangements, expiring October 7, 2017  
Concentration Risk [Line Items]  
Collective bargaining arrangement, number of unionized employees 10,000
Total number of employees | Unionized employees concentration risk  
Concentration Risk [Line Items]  
Concentration risk percentage 45.00%
Total number of employees | Unionized employees concentration risk | Workforce subject to collective bargaining arrangements, expiring October 7, 2017  
Concentration Risk [Line Items]  
Concentration risk percentage 45.00%