|
(13) Financial Statements of Guarantors
QCII and two of its subsidiaries, Qwest Capital Funding, Inc ("QCF") and QSC, guarantee the payment of certain of each other's registered debt securities. As of the successor date of September 30, 2012, each series of QCII's outstanding notes totaling approximately $1.4 billion in aggregate principal amount is guaranteed on a senior unsecured basis by QCF and QSC (the "QCII Guaranteed Notes"). These notes are guaranteed through their respective maturity dates, the latest of which is in April 2018. In addition, each series of QCF's outstanding notes totaling approximately $1 billion in aggregate principal amount is guaranteed on a senior unsecured basis by QCII (the "QCF Guaranteed Notes"). These notes are guaranteed through their respective maturity dates, the latest of which is in February 2031. The guarantees described above are full and unconditional and joint and several. A significant amount of QCII's and QSC's income and cash flow are generated by their subsidiaries. As a result, the funds necessary to meet their debt service or guarantee obligations are provided in large part by distributions or advances from their subsidiaries.
The following information sets forth our condensed consolidating statements of operations, balance sheets and statements of cash flows for the periods indicated. The information for QCII is presented on a stand-alone basis, information for QSC and QCF is presented on a combined basis and information for all of our other non-guarantor subsidiaries is presented on a combined basis. Each entity's investments in its subsidiaries, if any, are presented under the equity method. The consolidating statements of operations and balance sheets include the effects of consolidating adjustments to our subsidiaries' tax provisions and the related income tax assets and liabilities in the QSC and QCII results. Both QSC and QCF are 100% owned by QCII, and QCF is a finance subsidiary of QCII. Other than as already described in this note, the accounting principles used to determine the amounts reported in this note are the same as those used in our consolidated financial statements.
CenturyLink periodically restructures the internal capital structure of its subsidiaries, including QCII and its subsidiaries, based on the needs of its business.
Allocations among Affiliates
We allocate the costs of shared services among our affiliates. These services include marketing and advertising, information technology, product and technical services as well as general support services. The allocation of these costs is based on estimated market values or fully distributed cost ("FDC"). Most of our affiliate services are priced by applying an FDC methodology. FDC rates are determined using salary rates, which include payroll taxes, employee benefits, facilities and overhead costs. Whenever possible, costs are directly assigned to the affiliate that uses the service. If costs cannot be directly assigned, they are allocated among all affiliates based on cost usage measures; or if no cost usage measure is available, these costs are allocated based on a general allocator. From time to time, we adjust the basis for allocating the costs of a shared service among our affiliates. Such changes in allocation methodologies are generally billed prospectively.
Under our tax allocation policy, we treat our subsidiaries as if they were separate taxpayers. The policy requires that each subsidiary pay its tax liabilities in cash based on that subsidiary's separate return taxable income. To the extent a subsidiary has taxable losses, the subsidiary does not pay any amount and therefore retains the benefit of the losses. Subsidiaries are also included in the combined state tax returns we file and the same payment and allocation policy applies.
Eligible employees of our subsidiaries participate in the QCII pension and non-qualified pension plan and may become eligible to participate in the post-retirement health care and life insurance, and other post-employment benefit plans sponsored by CenturyLink. The amounts contributed by our subsidiaries are not segregated or restricted to pay amounts due to their employees and may be used to provide benefits to our other employees or employees of other subsidiaries. We allocate the cost of pension, non-qualified pension, post-retirement health care and life insurance benefits and the associated obligations and assets to our subsidiaries and determine the subsidiaries' required contributions. The allocation is based upon demographics of each subsidiary's employees compared to all participants. In determining the allocated amounts, we make numerous assumptions. Changes in any of our assumptions could have a material impact on the expense allocated to our subsidiaries.
During the first quarter of 2012, in connection with post-acquisition systems integration activities, CenturyLink changed certain cash management processes applicable to us. Therefore, we now present the balances related to these cash management transactions on a net basis with our other affiliate transactions.
QWEST COMMUNICATIONS INTERNATIONAL INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2012
SUCCESSOR
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QCII(1) |
|
QSC(2) &
QCF(3) |
|
Subsidiary
Non-Guarantors |
|
Eliminations |
|
QCII
Consolidated |
|
|
|
(Dollars in millions)
|
|
|
OPERATING REVENUES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues |
|
$ |
— |
|
|
— |
|
|
2,712 |
|
|
— |
|
|
2,712 |
|
|
Operating revenues—affiliates |
|
|
— |
|
|
— |
|
|
113 |
|
|
— |
|
|
113 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues |
|
|
— |
|
|
— |
|
|
2,825 |
|
|
— |
|
|
2,825 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services and products (exclusive of depreciation and amortization) |
|
|
— |
|
|
— |
|
|
1,227 |
|
|
— |
|
|
1,227 |
|
|
Selling, general and administrative |
|
|
2 |
|
|
— |
|
|
382 |
|
|
— |
|
|
384 |
|
|
Operating expenses—affiliates |
|
|
— |
|
|
— |
|
|
165 |
|
|
— |
|
|
165 |
|
|
Depreciation and amortization |
|
|
15 |
|
|
— |
|
|
712 |
|
|
— |
|
|
727 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
17 |
|
|
— |
|
|
2,486 |
|
|
— |
|
|
2,503 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING (LOSS) INCOME |
|
|
(17 |
) |
|
— |
|
|
339 |
|
|
— |
|
|
322 |
|
|
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(21 |
) |
|
(17 |
) |
|
(109 |
) |
|
— |
|
|
(147 |
) |
|
Interest expense—affiliates |
|
|
(26 |
) |
|
(28 |
) |
|
(11 |
) |
|
28 |
|
|
(37 |
) |
|
Interest income—affiliates |
|
|
— |
|
|
28 |
|
|
— |
|
|
(28 |
) |
|
— |
|
|
Income from equity investments in subsidiaries |
|
|
144 |
|
|
75 |
|
|
— |
|
|
(219 |
) |
|
— |
|
|
Net gain (loss) on early retirement of debt |
|
|
12 |
|
|
— |
|
|
(13 |
) |
|
— |
|
|
(1 |
) |
|
Other (expense) income |
|
|
(14 |
) |
|
— |
|
|
14 |
|
|
— |
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense) |
|
|
95 |
|
|
58 |
|
|
(119 |
) |
|
(219 |
) |
|
(185 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAX (BENEFIT) EXPENSE |
|
|
78 |
|
|
58 |
|
|
220 |
|
|
(219 |
) |
|
137 |
|
|
Income tax (benefit) expense |
|
|
(5 |
) |
|
(86 |
) |
|
145 |
|
|
— |
|
|
54 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME |
|
$ |
83 |
|
|
144 |
|
|
75 |
|
|
(219 |
) |
|
83 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE INCOME |
|
$ |
83 |
|
|
144 |
|
|
75 |
|
|
(219 |
) |
|
83 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
- (1)
- QCII is the issuer of the QCII Guaranteed Notes and is a guarantor of the QCF Guaranteed Notes.
- (2)
- QSC is a guarantor of the QCII Guaranteed Notes.
- (3)
- QCF is the issuer of the QCF Guaranteed Notes and is a guarantor of the QCII Guaranteed Notes.
QWEST COMMUNICATIONS INTERNATIONAL INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2011
SUCCESSOR
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QCII(1) |
|
QSC(2) &
QCF(3) |
|
Subsidiary
Non-Guarantors |
|
Eliminations |
|
QCII
Consolidated |
|
|
|
(Dollars in millions)
|
|
|
OPERATING REVENUES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues |
|
$ |
— |
|
|
— |
|
|
2,744 |
|
|
— |
|
|
2,744 |
|
|
Operating revenues—affiliates |
|
|
— |
|
|
2 |
|
|
29 |
|
|
(10 |
) |
|
21 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues |
|
|
— |
|
|
2 |
|
|
2,773 |
|
|
(10 |
) |
|
2,765 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services and products (exclusive of depreciation and amortization) |
|
|
— |
|
|
— |
|
|
1,185 |
|
|
— |
|
|
1,185 |
|
|
Selling, general and administrative |
|
|
3 |
|
|
2 |
|
|
520 |
|
|
— |
|
|
525 |
|
|
Operating expenses—affiliates |
|
|
— |
|
|
— |
|
|
46 |
|
|
(10 |
) |
|
36 |
|
|
Depreciation and amortization |
|
|
20 |
|
|
— |
|
|
776 |
|
|
— |
|
|
796 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
23 |
|
|
2 |
|
|
2,527 |
|
|
(10 |
) |
|
2,542 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING (LOSS) INCOME |
|
|
(23 |
) |
|
— |
|
|
246 |
|
|
— |
|
|
223 |
|
|
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(43 |
) |
|
(17 |
) |
|
(98 |
) |
|
— |
|
|
(158 |
) |
|
Interest expense—affiliates |
|
|
(4 |
) |
|
(22 |
) |
|
— |
|
|
26 |
|
|
— |
|
|
Interest income—affiliates |
|
|
— |
|
|
26 |
|
|
— |
|
|
(26 |
) |
|
— |
|
|
Income from equity investments in subsidiaries |
|
|
90 |
|
|
18 |
|
|
— |
|
|
(108 |
) |
|
— |
|
|
Other (expense) income |
|
|
(1 |
) |
|
(1 |
) |
|
2 |
|
|
— |
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense) |
|
|
42 |
|
|
4 |
|
|
(96 |
) |
|
(108 |
) |
|
(158 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE INCOME TAX (BENEFIT) EXPENSE |
|
|
19 |
|
|
4 |
|
|
150 |
|
|
(108 |
) |
|
65 |
|
|
Income tax (benefit) expense |
|
|
(13 |
) |
|
(84 |
) |
|
130 |
|
|
— |
|
|
33 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME |
|
$ |
32 |
|
|
88 |
|
|
20 |
|
|
(108 |
) |
|
32 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE INCOME |
|
$ |
32 |
|
|
88 |
|
|
20 |
|
|
(108 |
) |
|
32 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
- (1)
- QCII is the issuer of the QCII Guaranteed Notes and is a guarantor of the QCF Guaranteed Notes.
- (2)
- QSC is a guarantor of the QCII Guaranteed Notes.
- (3)
- QCF is the issuer of the QCF Guaranteed Notes and is a guarantor of the QCII Guaranteed Notes.
QWEST COMMUNICATIONS INTERNATIONAL INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012
SUCCESSOR
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QCII(1) |
|
QSC(2) &
QCF(3) |
|
Subsidiary
Non-Guarantors |
|
Eliminations |
|
QCII
Consolidated |
|
|
|
(Dollars in millions)
|
|
|
OPERATING REVENUES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues |
|
$ |
— |
|
|
— |
|
|
8,173 |
|
|
— |
|
|
8,173 |
|
|
Operating revenues—affiliates |
|
|
— |
|
|
3 |
|
|
327 |
|
|
(3 |
) |
|
327 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues |
|
|
— |
|
|
3 |
|
|
8,500 |
|
|
(3 |
) |
|
8,500 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services and products (exclusive of depreciation and amortization) |
|
|
— |
|
|
— |
|
|
3,615 |
|
|
— |
|
|
3,615 |
|
|
Selling, general and administrative |
|
|
5 |
|
|
3 |
|
|
1,304 |
|
|
— |
|
|
1,312 |
|
|
Operating expenses—affiliates |
|
|
— |
|
|
— |
|
|
467 |
|
|
(3 |
) |
|
464 |
|
|
Depreciation and amortization |
|
|
49 |
|
|
— |
|
|
2,157 |
|
|
— |
|
|
2,206 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
54 |
|
|
3 |
|
|
7,543 |
|
|
(3 |
) |
|
7,597 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING (LOSS) INCOME |
|
|
(54 |
) |
|
— |
|
|
957 |
|
|
— |
|
|
903 |
|
|
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(85 |
) |
|
(51 |
) |
|
(335 |
) |
|
— |
|
|
(471 |
) |
|
Interest expense—affiliates |
|
|
(48 |
) |
|
(82 |
) |
|
(22 |
) |
|
81 |
|
|
(71 |
) |
|
Interest income—affiliates |
|
|
— |
|
|
81 |
|
|
— |
|
|
(81 |
) |
|
— |
|
|
Income from equity investments in subsidiaries |
|
|
361 |
|
|
135 |
|
|
— |
|
|
(496 |
) |
|
— |
|
|
Net gain (loss) on early retirement of debt |
|
|
12 |
|
|
— |
|
|
(50 |
) |
|
— |
|
|
(38 |
) |
|
Other (expense) income |
|
|
(1 |
) |
|
— |
|
|
4 |
|
|
— |
|
|
3 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense) |
|
|
239 |
|
|
83 |
|
|
(403 |
) |
|
(496 |
) |
|
(577 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE INCOME TAX (BENEFIT) EXPENSE |
|
|
185 |
|
|
83 |
|
|
554 |
|
|
(496 |
) |
|
326 |
|
|
Income tax (benefit) expense |
|
|
(12 |
) |
|
(278 |
) |
|
419 |
|
|
— |
|
|
129 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME |
|
$ |
197 |
|
|
361 |
|
|
135 |
|
|
(496 |
) |
|
197 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE INCOME |
|
$ |
197 |
|
|
361 |
|
|
135 |
|
|
(496 |
) |
|
197 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
- (1)
- QCII is the issuer of the QCII Guaranteed Notes and is a guarantor of the QCF Guaranteed Notes.
- (2)
- QSC is a guarantor of the QCII Guaranteed Notes.
- (3)
- QCF is the issuer of the QCF Guaranteed Notes and is a guarantor of the QCII Guaranteed Notes.
QWEST COMMUNICATIONS INTERNATIONAL INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2011
SUCCESSOR
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QCII(1) |
|
QSC(2) &
QCF(3) |
|
Subsidiary
Non-Guarantors |
|
Eliminations |
|
QCII
Consolidated |
|
|
|
(Dollars in millions)
|
|
|
OPERATING REVENUES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues |
|
$ |
— |
|
|
— |
|
|
5,507 |
|
|
— |
|
|
5,507 |
|
|
Operating revenues—affiliates |
|
|
— |
|
|
5 |
|
|
44 |
|
|
(22 |
) |
|
27 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues |
|
|
— |
|
|
5 |
|
|
5,551 |
|
|
(22 |
) |
|
5,534 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services and products (exclusive of depreciation and amortization) |
|
|
— |
|
|
— |
|
|
2,326 |
|
|
— |
|
|
2,326 |
|
|
Selling, general and administrative |
|
|
8 |
|
|
5 |
|
|
1,168 |
|
|
— |
|
|
1,181 |
|
|
Operating expenses—affiliates |
|
|
— |
|
|
— |
|
|
90 |
|
|
(22 |
) |
|
68 |
|
|
Depreciation and amortization |
|
|
42 |
|
|
— |
|
|
1,556 |
|
|
— |
|
|
1,598 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
50 |
|
|
5 |
|
|
5,140 |
|
|
(22 |
) |
|
5,173 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING (LOSS) INCOME |
|
|
(50 |
) |
|
— |
|
|
411 |
|
|
— |
|
|
361 |
|
|
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(87 |
) |
|
(35 |
) |
|
(186 |
) |
|
— |
|
|
(308 |
) |
|
Interest expense—affiliates |
|
|
(8 |
) |
|
(45 |
) |
|
1 |
|
|
52 |
|
|
— |
|
|
Interest income—affiliates |
|
|
— |
|
|
52 |
|
|
— |
|
|
(52 |
) |
|
— |
|
|
Income (loss) from equity investments in subsidiaries |
|
|
157 |
|
|
(34 |
) |
|
— |
|
|
(123 |
) |
|
— |
|
|
Net loss on early retirement of debt |
|
|
— |
|
|
— |
|
|
(1 |
) |
|
— |
|
|
(1 |
) |
|
Other (expense) income |
|
|
(1 |
) |
|
(1 |
) |
|
2 |
|
|
— |
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense) |
|
|
61 |
|
|
(63 |
) |
|
(184 |
) |
|
(123 |
) |
|
(309 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAX (BENEFIT) EXPENSE |
|
|
11 |
|
|
(63 |
) |
|
227 |
|
|
(123 |
) |
|
52 |
|
|
Income tax (benefit) expense |
|
|
(8 |
) |
|
(215 |
) |
|
256 |
|
|
— |
|
|
33 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) |
|
$ |
19 |
|
|
152 |
|
|
(29 |
) |
|
(123 |
) |
|
19 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE INCOME (LOSS) |
|
$ |
19 |
|
|
152 |
|
|
(29 |
) |
|
(123 |
) |
|
19 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
- (1)
- QCII is the issuer of the QCII Guaranteed Notes and is a guarantor of the QCF Guaranteed Notes.
- (2)
- QSC is a guarantor of the QCII Guaranteed Notes.
- (3)
- QCF is the issuer of the QCF Guaranteed Notes and is a guarantor of the QCII Guaranteed Notes.
QWEST COMMUNICATIONS INTERNATIONAL INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2011
PREDECESSOR
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QCII(1) |
|
QSC(2) &
QCF(3) |
|
Subsidiary
Non-Guarantors |
|
Eliminations |
|
QCII
Consolidated |
|
|
|
(Dollars in millions)
|
|
|
OPERATING REVENUES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues |
|
$ |
— |
|
|
— |
|
|
2,846 |
|
|
— |
|
|
2,846 |
|
|
Operating revenues—affiliates |
|
|
— |
|
|
2 |
|
|
9 |
|
|
(11 |
) |
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues |
|
|
— |
|
|
2 |
|
|
2,855 |
|
|
(11 |
) |
|
2,846 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services and products (exclusive of depreciation and amortization) |
|
|
— |
|
|
— |
|
|
1,178 |
|
|
— |
|
|
1,178 |
|
|
Selling, general and administrative |
|
|
3 |
|
|
2 |
|
|
551 |
|
|
— |
|
|
556 |
|
|
Operating expenses—affiliates |
|
|
— |
|
|
— |
|
|
11 |
|
|
(11 |
) |
|
— |
|
|
Depreciation and amortization |
|
|
— |
|
|
— |
|
|
533 |
|
|
— |
|
|
533 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
3 |
|
|
2 |
|
|
2,273 |
|
|
(11 |
) |
|
2,267 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING (LOSS) INCOME |
|
|
(3 |
) |
|
— |
|
|
582 |
|
|
— |
|
|
579 |
|
|
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(56 |
) |
|
(19 |
) |
|
(152 |
) |
|
— |
|
|
(227 |
) |
|
Interest expense—affiliates |
|
|
(1 |
) |
|
(26 |
) |
|
(1 |
) |
|
28 |
|
|
— |
|
|
Interest income—affiliates |
|
|
— |
|
|
28 |
|
|
— |
|
|
(28 |
) |
|
— |
|
|
Income from equity investments in subsidiaries |
|
|
272 |
|
|
226 |
|
|
— |
|
|
(498 |
) |
|
— |
|
|
Other (expense) income |
|
|
— |
|
|
(1 |
) |
|
6 |
|
|
— |
|
|
5 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense) |
|
|
215 |
|
|
208 |
|
|
(147 |
) |
|
(498 |
) |
|
(222 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE INCOME TAX EXPENSE (BENEFIT) |
|
|
212 |
|
|
208 |
|
|
435 |
|
|
(498 |
) |
|
357 |
|
|
Income tax expense (benefit) |
|
|
1 |
|
|
(64 |
) |
|
209 |
|
|
— |
|
|
146 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME |
|
$ |
211 |
|
|
272 |
|
|
226 |
|
|
(498 |
) |
|
211 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE INCOME |
|
$ |
218 |
|
|
272 |
|
|
226 |
|
|
(498 |
) |
|
218 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
- (1)
- QCII is the issuer of the QCII Guaranteed Notes and is a guarantor of the QCF Guaranteed Notes.
- (2)
- QSC is a guarantor of the QCII Guaranteed Notes.
- (3)
- QCF is the issuer of the QCF Guaranteed Notes and is a guarantor of the QCII Guaranteed Notes.
QWEST COMMUNICATIONS INTERNATIONAL INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
SEPTEMBER 30, 2012
SUCCESSOR
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QCII(1) |
|
QSC(2) &
QCF(3) |
|
Subsidiary
Non-Guarantors |
|
Eliminations |
|
QCII
Consolidated |
|
|
|
(Dollars in millions)
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
— |
|
|
38 |
|
|
16 |
|
|
— |
|
|
54 |
|
|
Accounts receivable, less allowance |
|
|
38 |
|
|
— |
|
|
1,199 |
|
|
— |
|
|
1,237 |
|
|
Advances to affiliates |
|
|
— |
|
|
549 |
|
|
521 |
|
|
(300 |
) |
|
770 |
|
|
Notes receivable—affiliates |
|
|
— |
|
|
1,413 |
|
|
— |
|
|
(1,413 |
) |
|
— |
|
|
Deferred income taxes, net |
|
|
— |
|
|
380 |
|
|
169 |
|
|
— |
|
|
549 |
|
|
Other |
|
|
24 |
|
|
— |
|
|
310 |
|
|
— |
|
|
334 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
62 |
|
|
2,380 |
|
|
2,215 |
|
|
(1,713 |
) |
|
2,944 |
|
|
Net property, plant and equipment |
|
|
— |
|
|
— |
|
|
9,117 |
|
|
— |
|
|
9,117 |
|
|
Goodwill |
|
|
— |
|
|
— |
|
|
10,123 |
|
|
— |
|
|
10,123 |
|
|
Customer relationships, net |
|
|
— |
|
|
— |
|
|
6,059 |
|
|
— |
|
|
6,059 |
|
|
Other intangible assets, net |
|
|
77 |
|
|
— |
|
|
1,278 |
|
|
— |
|
|
1,.355 |
|
|
Investments in subsidiaries |
|
|
14,429 |
|
|
13,863 |
|
|
— |
|
|
(28,292 |
) |
|
— |
|
|
Deferred income taxes, net |
|
|
1,103 |
|
|
983 |
|
|
— |
|
|
(2,086 |
) |
|
— |
|
|
Prepaid pension, post-retirement and other post-employment benefits—affiliate |
|
|
2,748 |
|
|
76 |
|
|
960 |
|
|
(3,784 |
) |
|
— |
|
|
Other |
|
|
41 |
|
|
7 |
|
|
342 |
|
|
— |
|
|
390 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
$ |
18,460 |
|
|
17,309 |
|
|
30,094 |
|
|
(35,875 |
) |
|
29,988 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDER'S EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current maturities of long-term debt |
|
$ |
550 |
|
|
— |
|
|
857 |
|
|
— |
|
|
1,407 |
|
|
Accounts payable |
|
|
2 |
|
|
— |
|
|
763 |
|
|
— |
|
|
765 |
|
|
Accounts payable—affiliates, net |
|
|
262 |
|
|
38 |
|
|
— |
|
|
(300 |
) |
|
— |
|
|
Notes payable—affiliates |
|
|
1,300 |
|
|
1,413 |
|
|
685 |
|
|
(1,413 |
) |
|
1,985 |
|
|
Accrued expenses and other liabilities |
|
|
273 |
|
|
36 |
|
|
800 |
|
|
— |
|
|
1,109 |
|
|
Advance billings and customers deposits |
|
|
— |
|
|
— |
|
|
433 |
|
|
— |
|
|
433 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
2,387 |
|
|
1,487 |
|
|
3,538 |
|
|
(1,713 |
) |
|
5,699 |
|
|
LONG-TERM DEBT |
|
|
889 |
|
|
1,008 |
|
|
6,952 |
|
|
— |
|
|
8,849 |
|
|
DEFERRED CREDITS AND OTHER LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit plan obligations, net |
|
|
3,102 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,102 |
|
|
Pension, post-retirement and other post-employment benefits obligations and other—affiliates |
|
|
1,032 |
|
|
353 |
|
|
2,399 |
|
|
(3,784 |
) |
|
— |
|
|
Deferred income taxes, net |
|
|
— |
|
|
— |
|
|
2,832 |
|
|
(2,086 |
) |
|
746 |
|
|
Other |
|
|
165 |
|
|
32 |
|
|
510 |
|
|
— |
|
|
707 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred credits and other liabilities |
|
|
4,299 |
|
|
385 |
|
|
5,741 |
|
|
(5,870 |
) |
|
4,555 |
|
|
STOCKHOLDER'S EQUITY |
|
|
10,885 |
|
|
14,429 |
|
|
13,863 |
|
|
(28,292 |
) |
|
10,885 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY |
|
$ |
18,460 |
|
|
17,309 |
|
|
30,094 |
|
|
(35,875 |
) |
|
29,988 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
- (1)
- QCII is the issuer of the QCII Guaranteed Notes and is a guarantor of the QCF Guaranteed Notes.
- (2)
- QSC is a guarantor of the QCII Guaranteed Notes.
- (3)
- QCF is the issuer of the QCF Guaranteed Notes and is a guarantor of the QCII Guaranteed Notes.
QWEST COMMUNICATIONS INTERNATIONAL INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
DECEMBER 31, 2011
SUCCESSOR
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QCII(1) |
|
QSC(2) &
QCF(3) |
|
Subsidiary
Non-Guarantors |
|
Eliminations |
|
QCII
Consolidated |
|
|
|
(Dollars in millions)
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
— |
|
|
40 |
|
|
8 |
|
|
— |
|
|
48 |
|
|
Accounts receivable, less allowance |
|
|
15 |
|
|
2 |
|
|
1,184 |
|
|
— |
|
|
1,201 |
|
|
Accounts receivable—affiliates, net |
|
|
211 |
|
|
336 |
|
|
36 |
|
|
(583 |
) |
|
— |
|
|
Advances to affiliates |
|
|
184 |
|
|
1,694 |
|
|
400 |
|
|
(1,536 |
) |
|
742 |
|
|
Deferred income taxes, net |
|
|
— |
|
|
438 |
|
|
121 |
|
|
— |
|
|
559 |
|
|
Other |
|
|
— |
|
|
19 |
|
|
259 |
|
|
(13 |
) |
|
265 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
410 |
|
|
2,529 |
|
|
2,008 |
|
|
(2,132 |
) |
|
2,815 |
|
|
Net property, plant and equipment |
|
|
— |
|
|
— |
|
|
9,461 |
|
|
— |
|
|
9,461 |
|
|
Goodwill |
|
|
— |
|
|
— |
|
|
10,123 |
|
|
— |
|
|
10,123 |
|
|
Customer relationships, net |
|
|
— |
|
|
— |
|
|
6,788 |
|
|
— |
|
|
6,788 |
|
|
Other intangible assets, net |
|
|
126 |
|
|
— |
|
|
1,461 |
|
|
— |
|
|
1,587 |
|
|
Investments in subsidiaries |
|
|
14,856 |
|
|
13,999 |
|
|
— |
|
|
(28,855 |
) |
|
— |
|
|
Deferred income taxes, net |
|
|
1,102 |
|
|
1,390 |
|
|
117 |
|
|
(2,609 |
) |
|
— |
|
|
Prepaid pension, post-retirement and other post-employment benefits—affiliate |
|
|
2,851 |
|
|
76 |
|
|
955 |
|
|
(3,882 |
) |
|
— |
|
|
Other |
|
|
36 |
|
|
7 |
|
|
338 |
|
|
— |
|
|
381 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
$ |
19,381 |
|
|
18,001 |
|
|
31,251 |
|
|
(37,478 |
) |
|
31,155 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDER'S EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current maturities of long-term debt |
|
$ |
— |
|
|
— |
|
|
117 |
|
|
— |
|
|
117 |
|
|
Current debt—affiliates |
|
|
122 |
|
|
1,413 |
|
|
— |
|
|
(1,535 |
) |
|
— |
|
|
Accounts payable |
|
|
4 |
|
|
19 |
|
|
950 |
|
|
— |
|
|
973 |
|
|
Accounts payable—affiliates, net |
|
|
360 |
|
|
42 |
|
|
23 |
|
|
(31 |
) |
|
394 |
|
|
Dividends payable—affiliates |
|
|
200 |
|
|
— |
|
|
310 |
|
|
(310 |
) |
|
200 |
|
|
Accrued expenses and other liabilities |
|
|
272 |
|
|
40 |
|
|
700 |
|
|
(1 |
) |
|
1,011 |
|
|
Accrued expenses and other—affiliates |
|
|
1 |
|
|
62 |
|
|
192 |
|
|
(255 |
) |
|
— |
|
|
Advance billings and customers deposits |
|
|
— |
|
|
— |
|
|
400 |
|
|
— |
|
|
400 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
959 |
|
|
1,576 |
|
|
2,692 |
|
|
(2,132 |
) |
|
3,095 |
|
|
LONG-TERM DEBT |
|
|
2,767 |
|
|
1,009 |
|
|
8,403 |
|
|
— |
|
|
12,179 |
|
|
DEFERRED CREDITS AND OTHER LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit plan obligations, net |
|
|
3,198 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,198 |
|
|
Pension, post-retirement and other post-employment benefits obligations and other—affiliates |
|
|
1,031 |
|
|
344 |
|
|
2,507 |
|
|
(3,882 |
) |
|
— |
|
|
Deferred income taxes, net |
|
|
— |
|
|
223 |
|
|
3,016 |
|
|
(2,609 |
) |
|
630 |
|
|
Other |
|
|
150 |
|
|
31 |
|
|
596 |
|
|
— |
|
|
777 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred credits and other liabilities |
|
|
4,379 |
|
|
598 |
|
|
6,119 |
|
|
(6,491 |
) |
|
4,605 |
|
|
STOCKHOLDER'S EQUITY |
|
|
11,276 |
|
|
14,818 |
|
|
14,037 |
|
|
(28,855 |
) |
|
11,276 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY |
|
$ |
19,381 |
|
|
18,001 |
|
|
31,251 |
|
|
(37,478 |
) |
|
31,155 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
- (1)
- QCII is the issuer of the QCII Guaranteed Notes and is a guarantor of the QCF Guaranteed Notes.
- (2)
- QSC is a guarantor of the QCII Guaranteed Notes.
- (3)
- QCF is the issuer of the QCF Guaranteed Notes and is a guarantor of the QCII Guaranteed Notes.
QWEST COMMUNICATIONS INTERNATIONAL INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012
SUCCESSOR
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QCII(1) |
|
QSC(2) &
QCF(3) |
|
Subsidiary
Non-Guarantors |
|
Eliminations |
|
QCII
Consolidated |
|
|
|
(Dollars in millions)
|
|
|
Net cash (used in) provided by operating activities |
|
$ |
(479 |
) |
|
(169 |
) |
|
2,678 |
|
|
(13 |
) |
|
2,017 |
|
|
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments for property, plant and equipment and capitalized software |
|
|
— |
|
|
— |
|
|
(1,121 |
) |
|
— |
|
|
(1,121 |
) |
|
Changes in advances to affiliates |
|
|
395 |
|
|
221 |
|
|
(733 |
) |
|
89 |
|
|
(28 |
) |
|
Dividends received from subsidiaries |
|
|
750 |
|
|
700 |
|
|
— |
|
|
(1,450 |
) |
|
— |
|
|
Proceeds from sale of property |
|
|
— |
|
|
— |
|
|
133 |
|
|
— |
|
|
133 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
1,145 |
|
|
921 |
|
|
(1,721 |
) |
|
(1,361 |
) |
|
(1,016 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds from issuance of long-term debt |
|
|
— |
|
|
— |
|
|
896 |
|
|
— |
|
|
896 |
|
|
Payments of long-term debt |
|
|
(1,302 |
) |
|
— |
|
|
(1,459 |
) |
|
— |
|
|
(2,761 |
) |
|
Early retirement of debt costs |
|
|
— |
|
|
— |
|
|
(178 |
) |
|
— |
|
|
(178 |
) |
|
Dividends paid to CenturyLink Inc. |
|
|
(750 |
) |
|
(750 |
) |
|
(700 |
) |
|
1,450 |
|
|
(750 |
) |
|
Changes in notes payable—affiliates |
|
|
— |
|
|
— |
|
|
— |
|
|
1,985 |
|
|
1,985 |
|
|
Changes in accounts payable—affiliates |
|
|
1,386 |
|
|
(4 |
) |
|
492 |
|
|
(2,061 |
) |
|
(187 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(666 |
) |
|
(754 |
) |
|
(949 |
) |
|
1,374 |
|
|
(995 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash and cash equivalents |
|
|
— |
|
|
(2 |
) |
|
8 |
|
|
— |
|
|
6 |
|
|
Cash and cash equivalents at beginning of period |
|
|
— |
|
|
40 |
|
|
8 |
|
|
— |
|
|
48 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of the period |
|
$ |
— |
|
|
38 |
|
|
16 |
|
|
— |
|
|
54 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
- (1)
- QCII is the issuer of the QCII Guaranteed Notes and is a guarantor of the QCF Guaranteed Notes.
- (2)
- QSC is a guarantor of the QCII Guaranteed Notes.
- (3)
- QCF is the issuer of the QCF Guaranteed Notes and is a guarantor of the QCII Guaranteed Notes.
QWEST COMMUNICATIONS INTERNATIONAL INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2011
SUCCESSOR
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QCII(1) |
|
QSC(2) &
QCF(3) |
|
Subsidiary
Non-Guarantors |
|
Eliminations |
|
QCII
Consolidated |
|
|
|
(Dollars in millions)
|
|
|
Net cash (used in) provided by operating activities |
|
$ |
(130 |
) |
|
188 |
|
|
1,486 |
|
|
— |
|
|
1,544 |
|
|
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments for property, plant and equipment and capitalized software |
|
|
— |
|
|
— |
|
|
(748 |
) |
|
— |
|
|
(748 |
) |
|
Cash infusion to subsidiaries |
|
|
— |
|
|
(348 |
) |
|
— |
|
|
348 |
|
|
— |
|
|
Changes in advances to affiliates |
|
|
— |
|
|
(351 |
) |
|
(822 |
) |
|
28 |
|
|
(1,145 |
) |
|
Dividends received from subsidiaries |
|
|
400 |
|
|
790 |
|
|
— |
|
|
(1,190 |
) |
|
— |
|
|
Other, net |
|
|
— |
|
|
— |
|
|
3 |
|
|
— |
|
|
3 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
400 |
|
|
91 |
|
|
(1,567 |
) |
|
(814 |
) |
|
(1,890 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds from (repayments of) short-term affiliate debt |
|
|
30 |
|
|
(2 |
) |
|
— |
|
|
(28 |
) |
|
— |
|
|
Net proceeds from issuance of long-term debt |
|
|
— |
|
|
— |
|
|
1,200 |
|
|
— |
|
|
1,200 |
|
|
Payments of long-term debt |
|
|
— |
|
|
— |
|
|
(877 |
) |
|
— |
|
|
(877 |
) |
|
Early retirement of debt costs |
|
|
— |
|
|
— |
|
|
(13 |
) |
|
— |
|
|
(13 |
) |
|
Cash infusion from parent |
|
|
— |
|
|
— |
|
|
348 |
|
|
(348 |
) |
|
— |
|
|
Dividends paid to parent |
|
|
(300 |
) |
|
(400 |
) |
|
(790 |
) |
|
1,190 |
|
|
(300 |
) |
|
Other, net |
|
|
— |
|
|
— |
|
|
(18 |
) |
|
— |
|
|
(18 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(270 |
) |
|
(402 |
) |
|
(150 |
) |
|
814 |
|
|
(8 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
|
— |
|
|
(123 |
) |
|
(231 |
) |
|
— |
|
|
(354 |
) |
|
Cash and cash equivalents at beginning of period |
|
|
— |
|
|
183 |
|
|
241 |
|
|
— |
|
|
424 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of the period |
|
$ |
— |
|
|
60 |
|
|
10 |
|
|
— |
|
|
70 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
- (1)
- QCII is the issuer of the QCII Guaranteed Notes and is a guarantor of the QCF Guaranteed Notes.
- (2)
- QSC is a guarantor of the QCII Guaranteed Notes.
- (3)
- QCF is the issuer of the QCF Guaranteed Notes and is a guarantor of the QCII Guaranteed Notes.
QWEST COMMUNICATIONS INTERNATIONAL INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2011
PREDECESSOR
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QCII(1) |
|
QSC(2) &
QCF(3) |
|
Subsidiary
Non-Guarantors |
|
Eliminations |
|
QCII
Consolidated |
|
|
|
(Dollars in millions)
|
|
|
Net cash provided by (used in) operating activities |
|
$ |
7 |
|
|
(62 |
) |
|
828 |
|
|
4 |
|
|
777 |
|
|
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments for property, plant and equipment and capitalized software |
|
|
— |
|
|
— |
|
|
(410 |
) |
|
— |
|
|
(410 |
) |
|
Changes in interest in investments managed by QSC |
|
|
— |
|
|
(3 |
) |
|
3 |
|
|
— |
|
|
— |
|
|
Cash infusion to subsidiaries |
|
|
— |
|
|
(191 |
) |
|
— |
|
|
191 |
|
|
— |
|
|
Changes in advances to affiliates |
|
|
— |
|
|
180 |
|
|
1 |
|
|
(181 |
) |
|
— |
|
|
Dividends received from subsidiaries |
|
|
— |
|
|
590 |
|
|
— |
|
|
(590 |
) |
|
— |
|
|
Other, net |
|
|
— |
|
|
— |
|
|
2 |
|
|
— |
|
|
2 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
— |
|
|
576 |
|
|
(404 |
) |
|
(580 |
) |
|
(408 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds from (repayments of) short-term affiliate debt |
|
|
119 |
|
|
(300 |
) |
|
— |
|
|
181 |
|
|
— |
|
|
Payments of long-term debt |
|
|
— |
|
|
(179 |
) |
|
(24 |
) |
|
— |
|
|
(203 |
) |
|
Dividends paid |
|
|
(141 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(141 |
) |
|
Cash infusion from parent |
|
|
— |
|
|
— |
|
|
191 |
|
|
(191 |
) |
|
— |
|
|
Dividends paid to parent |
|
|
— |
|
|
— |
|
|
(590 |
) |
|
590 |
|
|
— |
|
|
Other, net |
|
|
15 |
|
|
— |
|
|
16 |
|
|
(4 |
) |
|
27 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(7 |
) |
|
(479 |
) |
|
(407 |
) |
|
576 |
|
|
(317 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
|
— |
|
|
35 |
|
|
17 |
|
|
— |
|
|
52 |
|
|
Cash and cash equivalents at beginning of period |
|
|
— |
|
|
148 |
|
|
224 |
|
|
— |
|
|
372 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of the period |
|
$ |
— |
|
|
183 |
|
|
241 |
|
|
— |
|
|
424 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
- (1)
- QCII is the issuer of the QCII Guaranteed Notes and is a guarantor of the QCF Guaranteed Notes.
- (2)
- QSC is a guarantor of the QCII Guaranteed Notes.
- (3)
- QCF is the issuer of the QCF Guaranteed Notes and is a guarantor of the QCII Guaranteed Notes.
|