Acquisition of QCII by CenturyLink

12 Months Ended

Dec. 31, 2012

Acquisition of QCII by CenturyLink

Acquisition of QCII by CenturyLink

(2)   Acquisition of QCII by CenturyLink

        On April 1, 2011, our indirect parent QCII became a wholly owned subsidiary of CenturyLink.

        Since April 1, 2011, our consolidated results of operations have been included in the consolidated results of operations of CenturyLink. CenturyLink has accounted for its acquisition of QCII and us under the acquisition method of accounting, which resulted in the assignment of the purchase price to the assets acquired and liabilities assumed based on their acquisition date fair values. In the first quarter of 2012, we completed our valuation of the assets acquired and liabilities assumed, along with the related allocations to goodwill and intangible assets.

        The aggregate consideration exceeded the aggregate estimated fair value of the assets acquired and liabilities assumed by $9.369 billion, which we have recognized as goodwill. This goodwill is attributable to strategic benefits, including enhanced financial and operational scale, market diversification and leveraged combined networks that we expect to realize. None of the goodwill associated with this acquisition is deductible for income tax purposes.

        The following is our assignment of the aggregate consideration:

	April 1, 2011
	(Dollars in millions)
Cash, accounts receivable and other current assets*	$	1,091
Property, plant and equipment		7,460
Identifiable intangible assets:
Customer relationships		5,699
Capitalized software		1,702
Other noncurrent assets		209
Current liabilities, excluding current maturities of long-term debt		(2,446	)
Current maturities of long-term debt		(2,378	)
Long-term debt		(6,310	)
Deferred credits and other liabilities		(4,445	)
Goodwill		9,369
Aggregate consideration	$	9,951

*

Includes estimated fair value of $674 million for accounts receivable, excluding affiliate accounts receivable, which had gross contractual value of $722 million on April 1, 2011. The $48 million difference between the gross contractual value and the estimated fair value assigned represents our best estimate as of April 1, 2011 of contractual cash flows that would not be collected.

        During the first quarter of 2012, we retrospectively adjusted our reported assignment of the aggregate consideration for changes to our original estimates of the fair value of certain items at the acquisition date. These changes are the result of additional information obtained since the filing of our Form 10-K for the year ended December 31, 2011. Due to these revisions of our estimates, (i) property, plant and equipment decreased by $36 million primarily from a revision to our valuation of our buildings and (ii) deferred credits and other liabilities increased by $89 million primarily from a revision to one of our lease valuations and changes in tax liabilities. Among other minor revisions, goodwill decreased by $84 million as an offset to the above-mentioned changes. The depreciation impact of the adjustments to property, plant and equipment valuations did not result in a material change to previously-reported amounts.

Acquisition-Related Expenses

        We have incurred operating expenses related to CenturyLink's indirect acquisition of us, which consist primarily of integration and severance expenses. The table below summarizes our acquisition-related expenses:

	Successor				Predecessor		Combined
	Year Ended December 31, 2012		Nine Months Ended December 31, 2011		Three Months Ended March 31, 2011		Twelve Months Ended December 31, 2011
Acquisition-related expenses	$	39		146		2		148

        The total amounts of these expenses are recognized in our cost of services and products and selling, general and administrative expenses.