Unless the context requires otherwise, references in this report to "QC" refer to Qwest Corporation, references to "Qwest," "we," "us," and "our" refer to Qwest Corporation and its consolidated subsidiaries, references to "QSC" refer to our direct parent company, Qwest Services Corporation and its consolidated subsidiaries, references to "QCII" refer to QSC's direct parent company and our indirect parent company, Qwest Communications International Inc., and its consolidated subsidiaries and references to "CenturyLink" refer to QCII's direct parent company and our ultimate parent company, CenturyLink, Inc. and its consolidated subsidiaries.
PART I
ITEM 1. BUSINESS
Overview
We are an integrated communications company engaged primarily in providing an array of communications services to our residential, business, governmental and wholesale customers. Our communications services include local, network access, private line (including special access), broadband, data, wireless and video services. In certain local and regional markets, we also provide local access and fiber transport services to competitive local exchange carriers. 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.
We generate the majority of our 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.
We were incorporated under the laws of the State of Colorado in 1911. Our principal executive offices are located at 100 CenturyLink Drive, Monroe, Louisiana 71203 and our telephone number is (318) 388-9000.
On April 1, 2011, our indirect parent QCII became a wholly owned subsidiary of CenturyLink, Inc. in a tax-free, stock-for-stock transaction. Although we continued as a surviving corporation and legal entity after the acquisition, the accompanying financial information is presented for two periods: predecessor and successor, which relate to the period preceding the acquisition and the period succeeding the acquisition, respectively. The recognition of assets and liabilities at fair value has been reflected in our financial statements and, therefore, has resulted in a new basis of accounting for the "successor period" beginning on April 1, 2011. This new basis of accounting means that our financial statements for the successor periods are not comparable to our previously reported financial statements, including the predecessor period financial statements in this report.
For certain products and services we provide and for a variety of internal communications functions, we use portions of CenturyLink's telecommunications network to transport data and voice traffic.
For a discussion of certain risks applicable to our business, financial condition and results of operations, see "Risk Factors" in Item 1A of this report. The summary financial information in this section should be read in conjunction with, and is qualified by reference to, our consolidated financial statements and notes thereto in Item 8 and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7 of this report.
Financial and Operational Highlights
The following table summarizes the results of our consolidated operations.
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Successor |
|
Predecessor | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Nine Months Ended December 31, 2011 |
|
Three Months Ended March 31, 2011 |
Year Ended December 31, 2010 |
Year Ended December 31, 2009 |
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| |
(Dollars in millions) |
||||||||||||||
Operating revenues |
$ | 6,635 | 2,268 | 9,271 | 9,731 | ||||||||||
Operating expenses |
5,436 | 1,630 | 6,788 | 7,169 | |||||||||||
Operating income |
1,199 | 638 | 2,483 | 2,562 | |||||||||||
Net income |
543 | 299 | 1,082 | 1,197 | |||||||||||
| |
Successor |
|
Predecessor | ||||||
|---|---|---|---|---|---|---|---|---|---|
| |
December 31, 2011 |
|
December 31, 2010 | ||||||
| |
(Dollars in millions) |
||||||||
Balance sheet data: |
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Total assets |
$ | 24,932 | 12,570 | ||||||
Total long-term debt(1) |
8,325 | 8,012 | |||||||
Total stockholder's equity (deficit) |
9,887 | (831 | ) | ||||||
The following table presents some of our operational metrics:
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Successor |
|
Predecessor | ||||||
|---|---|---|---|---|---|---|---|---|---|
| |
December 31, 2011 |
|
December 31, 2010 | ||||||
| |
(in thousands) |
||||||||
Operational metrics:(1) |
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Total broadband subscribers |
3,084 | 2,940 | |||||||
Total access lines(2) |
8,533 | 9,193 | |||||||
Operations
We group our products and services among three major categories: strategic services, legacy services and affiliates and other services. See descriptions of these categories below in the section
"Products and Services". The following table provides a summary of our operating revenues by category:
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Successor | |
Predecessor | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Nine Months Ended December 31, 2011 |
|
Three Months Ended March 31, 2011 |
Year Ended December 31, 2010 |
Year Ended December 31, 2009 |
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| |
(Dollars in millions) |
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Strategic services |
$ | 2,406 | 793 | 3,059 | 2,900 | ||||||||||
Legacy services |
2,796 | 1,003 | 4,323 | 4,922 | |||||||||||
Affiliates and other services |
1,433 | 472 | 1,889 | 1,909 | |||||||||||
Total operating revenues |
$ | 6,635 | 2,268 | 9,271 | 9,731 | ||||||||||
Substantially all of our revenues are from customers located in the United States and substantially all of our long-lived assets are located in the United States.
Since the April 1, 2011 closing of CenturyLink's indirect acquisition of us, our operations are integrated into and are reported as part of the segments of CenturyLink. CenturyLink's chief operating decision maker ("CODM") has become 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 ("SEC"). Consequently, we do not provide our discrete financial information to the CODM on a regular basis.