UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, ~~2019~~2020



☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File No. 001-03040

~~Q W E S T C O R P O R A T I O N~~QWEST CORPORATION

(Exact name of registrant as specified in its charter)

Colorado

84-0273800

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

100 CenturyLink Drive,

Monroe,

Louisiana

71203

(Address of principal executive offices)

(Zip Code)

(~~318~~) (318) 388-9000

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

6.125% Notes Due 2053

CTY

New York Stock Exchange

7.00% Notes Due 2056

CTAA

New York Stock Exchange

6.5% Notes Due 2056

CTBB

New York Stock Exchange

6.75% Notes Due 2057

CTDD

New York Stock Exchange

THE REGISTRANT, A WHOLLY OWNED INDIRECT SUBSIDIARY OF CENTURYLINK, INC.(DOING BUSINESS AS LUMEN TECHNOLOGIES), MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS H(1) (a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION H(2).

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company," and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

~~Securities registered pursuant to Section 12(b) of the Act:~~



~~Title of Each Class~~	~~Trading Symbol(s)~~	~~Name of Each Exchange on Which Registered~~
~~6.125% Notes Due 2053~~	~~CTY~~	~~New York Stock Exchange~~
~~6.875% Notes Due 2054~~	~~CTV~~	~~New York Stock Exchange~~
~~6.625% Notes Due 2055~~	~~CTZ~~	~~New York Stock Exchange~~
~~7.00% Notes Due 2056~~	~~CTAA~~	~~New York Stock Exchange~~
~~6.5% Notes Due 2056~~	~~CTBB~~	~~New York Stock Exchange~~
~~6.75% Notes Due 2057~~	~~CTDD~~	~~New York Stock Exchange~~

On November ~~8, 2019,~~5, 2020, there was 1 share of common stock outstanding.

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TABLE OF CONTENTS



	Special Note Regarding Controlling Stockholder	4
	Special Note Regarding Forward-Looking Statements	4
Part I.	Financial Information
Item 1.	Financial Statements
	Consolidated Statements of Operations (Unaudited)	67
	Consolidated Balance Sheets (Unaudited)	78
	Consolidated Statements of Cash Flows (Unaudited)	89
	Consolidated Statements of Stockholder's Equity (Unaudited)	910
	Notes to Consolidated Financial Statements (Unaudited) *	1011
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3435
Item 4.	Controls and Procedures	3435
Part II.	Other Information
Item 1.	Legal Proceedings	3536
Item 1A.	Risk Factors	3536
Item 6.	Exhibits	3638
Signature		3739

* All references to "Notes" in this quarterly report refer to these Notes to Consolidated Financial Statements.

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Special Note Regarding Controlling Stockholder

All references herein to CenturyLink, Lumen Technologies or Lumen are to CenturyLink, Inc., our ultimate controlling stockholder. On September 14, 2020, CenturyLink, Inc. announced the "Lumen" brand launch and effective September 18, 2020 CenturyLink, Inc. began trading under the ticker symbol "LUMN". As a result, CenturyLink, Inc. is referred to as "Lumen Technologies", or simply "Lumen". The legal name "CenturyLink, Inc." is expected to be formally changed to "Lumen Technologies, Inc." upon satisfying all applicable legal requirements.

Special Note Regarding Forward-Looking Statements

This report and other documents filed by us under the federal securities law include, and future oral or written statements or press releases by us and our management may include, forward-looking statements about our business, financial condition, operating results and prospects. These "forward-looking" statements are defined by, and are subject to the "safe harbor" protections under, the federal securities laws. These statements include, among others:

•statements regarding how the health and economic challenges raised by the COVID-19 pandemic may impact our business, operations, cash flows or financial position;

•forecasts of our anticipated future results of operations, cash flows or financial position;

•statements concerning the anticipated impact of our transactions, investments, product development, ~~transformational projects~~participation in government programs and other initiatives, including ~~the impact of our participation in government programs;~~synergies or costs associated with these initiatives;

•statements about our liquidity, profitability, profit margins, tax position, tax assets, tax rates, asset values, contingent liabilities, growth opportunities, ~~and~~ growth rates, acquisition and divestiture opportunities, business prospects, regulatory and competitive outlook, market share, product capabilities, investment and expenditure plans, business strategies, debt leverage, capital allocation plans, financing alternatives and sources, and pricing plans; and

•other similar statements of our expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts, many of which are highlighted by words such as “may,” “will,” “would,” “could,” “should,” “plan,” “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “likely,” “seeks,” “hopes,” or variations or similar expressions with respect to the future.

These forward-looking statements are based upon our judgment and assumptions as of the date such statements are made concerning future developments and events, many of which are beyond our control. These forward-looking statements, and the assumptions upon which they are based, (i) are not guarantees of future results, (ii) are inherently speculative and (iii) are subject to a number of risks and uncertainties. Actual events and results may differ materially from those anticipated, estimated, projected or implied by us in those statements if one or more of these risks or uncertainties materialize, or if our underlying assumptions prove incorrect. All of our forward-looking statements are qualified in their entirety by reference to our discussion of factors that could cause our actual results to differ materially from those anticipated, estimated, projected or implied by us in those forward looking statements. Factors that could affect actual results include but are not limited to:

•uncertainties due to events outside of our control regarding the impact that COVID-19 health and economic disruptions will continue to have on our business, operations, employees, customers, suppliers, distribution channels, controls, regulatory environment, access to capital, operating or capital plans and corporate initiatives, and ultimately on our financial performance, financial position and cash flows;

•the effects of competition from a wide variety of competitive providers, including decreased demand for our more mature service offerings and increased pricing pressures;

•the effects of new, emerging or competing technologies, including those that could make our products less desirable or obsolete;

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•our ability to attain our key operating imperatives, including simplifying and consolidating our network, simplifying and automating our service support systems, strengthening our relationships with customers and attaining projected cost savings;

•our ability to safeguard our network, and to avoid the adverse impact on our business from possible security breaches, service outages, system failures, equipment breakage, or similar events impacting our network or the availability and quality of our services;

•the effects of ongoing changes in the regulation of the communications industry, including the outcome of regulatory or judicial proceedings relating to intercarrier compensation, interconnection obligations, special access, universal service, broadband deployment, data protection, privacy and net neutrality;

•our ability to effectively adjust to changes in the communications industry and changes in the composition of our markets and product mix;

•possible changes in the demand for our products and services, including ~~our ability to effectively respond to~~ increased demand for high-speed data transmission services;

•our ability to successfully maintain the quality and profitability of our existing product and service offerings and to introduce profitable new offerings on a timely and cost-effective basis;

•our ability to generate cash flows sufficient to fund our financial commitments and objectives, including our capital expenditures, operating costs, debt repayments, dividends, pension contributions and ~~dividends;~~other benefits payments;

•our ability to successfully and timely implement our operating plans and corporate strategies, including our delevering strategy;

•changes in our operating plans, corporate strategies ~~and~~or capital allocation plans, ~~or changes in such plans,~~ whether based upon COVID-19 disruptions, changes in our cash flows, cash requirements, financial performance, financial position, market conditions or otherwise;

•our ability to effectively retain and hire key personnel and to successfully negotiate collective bargaining agreements on reasonable terms without work stoppages;

•the negative impact of increases in the costs of ~~CenturyLink’s~~Lumen’s pension, health, post-employment or other benefits, including those caused by changes in markets, interest rates, mortality rates, demographics, regulations or ~~regulations, which could affect~~disruptions caused by the COVID-19 pandemic;

•the potential negative impact of customer complaints, government investigations, security breaches or service outages impacting us or our ~~business and liquidity;~~industry;

•adverse changes in our access to credit markets on favorable terms, whether caused by changes in our financial position, lower debt credit ratings, unstable markets or otherwise;

•our ability to meet the terms and conditions of our debt ~~obligations;~~obligations and covenants, including our ability to make transfers of cash in compliance therewith;

•our ability to maintain favorable relations with our key business partners, suppliers, vendors, landlords ~~lenders~~ and financial institutions;

•our ability to collect our receivables from, or continue to do business with, financially troubled ~~customers;~~customers, including but not limited to those adversely impacted by the economic dislocations caused by the COVID-19 pandemic;

•any adverse developments in legal or regulatory proceedings involving us or our affiliates, including ~~CenturyLink;~~Lumen Technologies;

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•Lumen's ability to obtain approvals to implement their new brand name change;

•changes in tax, communications, pension, healthcare or other laws or regulations, in governmental support programs, or in general government funding ~~levels;~~levels, including those that might occur after the U.S. elections on November 3, 2020;

•the effects of changes in accounting policies, practices or assumptions, including changes that could potentially require additional future impairment charges;

•the effects of adverse weather, terrorism, epidemics, pandemics or other natural or man-made disasters;

•the potential adverse effect if our internal controls over financial reporting have weaknesses or deficiencies, or otherwise fail to operate as intended;

•the effects of more general factors such as changes in interest rates, in exchange rates, in operating costs, in public policy, in the views of financial analysts, or in general market, labor, economic or geo-political conditions; and

~~adverse effects of material weaknesses or any other significant deficiencies identified in our internal controls over financial reporting; and~~

•other risks set forth or referenced in "Risk Factors" in Item 1A of Part II of this report or other of our filings with the ~~SEC.~~U.S. Securities and Exchange Commission (the "SEC").

Additional factors or risks that we currently deem immaterial, that are not presently known to us or that arise in the future could also cause our actual results to differ materially from our expected results. Given these uncertainties, investors are cautioned not to unduly rely upon our forward-looking statements, which speak only as of the date made. We undertake no obligation to publicly update or revise any forward-looking statements for any reason, whether as a result of new information, future events or developments, changed circumstances, or otherwise. Furthermore, any information about our intentions contained in any of our forward-looking statements reflects our intentions as of the date of such forward-looking statement, and is based upon, among other things, existing regulatory, technological, industry, competitive, economic and market conditions, and our assumptions as of such date. We may change our intentions, strategies or plans (including our dividend or other capital allocation plans) at any time and without notice, based upon any changes in such factors, in our assumptions or otherwise.

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PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

QWEST CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended September 30,					Nine Months Ended September 30,					Three Months Ended September 30,			Nine Months Ended September 30,
	2019			2018		2019		2018			2020		2019	2020	2019
	(Dollars in millions)										(Dollars in millions)
OPERATING REVENUE										OPERATING REVENUE
Operating revenue	$	1,338		1,397		4,002		4,209		Operating revenue	$	1,200	1,310	3,642	3,926
Operating revenue - affiliates	701			752		2,143		2,171		Operating revenue - affiliates	601		701	1,876	2,143
Total operating revenue	2,039			2,149		6,145		6,380		Total operating revenue	1,801		2,011	5,518	6,069
OPERATING EXPENSES										OPERATING EXPENSES
Cost of services and products (exclusive of depreciation and amortization)	630			697		1,825		2,106		Cost of services and products (exclusive of depreciation and amortization)	528		602	1,491	1,749
Selling, general and administrative	131			172		445		602		Selling, general and administrative	128		131	410	445
Operating expenses - affiliates	186			203		600		616		Operating expenses - affiliates	198		186	557	600
Depreciation and amortization	344			360		1,017		1,081		Depreciation and amortization	330		344	985	1,017
Total operating expenses	1,291			1,432		3,887		4,405		Total operating expenses	1,184		1,263	3,443	3,811
OPERATING INCOME	748			717		2,258		1,975		OPERATING INCOME	617		748	2,075	2,258
OTHER (EXPENSE) INCOME										OTHER (EXPENSE) INCOME
Interest expense	(95		)	(112	)	(286	)	(350	)	Interest expense	(69)		(95)	(219)	(286)
Interest expense - affiliates, net	(15		)	(15	)	(46	)	(42	)	Interest expense - affiliates, net	(18)		(15)	(50)	(46)
Other income, net	5			(26	)	19		(1	)
Other (expense) income, net										Other (expense) income, net	(18)		5	(31)	19
Total other expense, net	(105		)	(153	)	(313	)	(393	)	Total other expense, net	(105)		(105)	(300)	(313)
INCOME BEFORE INCOME TAXES	643			564		1,945		1,582		INCOME BEFORE INCOME TAXES	512		643	1,775	1,945
Income tax expense	166			111		504		322		Income tax expense	133		166	463	504
NET INCOME	$	477		453		1,441		1,260		NET INCOME	$	379	477	1,312	1,441

See accompanying notes to consolidated financial statements.

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QWEST CORPORATION

CONSOLIDATED BALANCE SHEETS


	September 30, 2019 (Unaudited)		December 31, 2018			September 30, 2020 (Unaudited)		December 31, 2019
	(Dollars in millions)					(Dollars in millions)
ASSETS					ASSETS
CURRENT ASSETS					CURRENT ASSETS
Cash and cash equivalents	$	3	5		Cash and cash equivalents	$	6	2
Accounts receivable, less allowance of $41 and $41	505		546
Accounts receivable, less allowance of $48 and $39					Accounts receivable, less allowance of $48 and $39	402		514
Advances to affiliates	1,604		1,148		Advances to affiliates	0		1,842
Other	141		147		Other	133		128
Total current assets	2,253		1,846		Total current assets	541		2,486
Property, plant and equipment, net of accumulated depreciation of $7,530 and $6,951	8,103		8,077
Property, plant and equipment, net of accumulated depreciation of $8,168 and $7,746					Property, plant and equipment, net of accumulated depreciation of $8,168 and $7,746	8,321		8,170
GOODWILL AND OTHER ASSETS					GOODWILL AND OTHER ASSETS
Goodwill	9,360		9,360		Goodwill	9,360		9,360
Operating lease assets	117		—
Customer relationships, net	570		893
Other intangible assets, net	329		311		Other intangible assets, net	454		779
Other, net	98		96		Other, net	178		204
Total goodwill and other assets	10,474		10,660		Total goodwill and other assets	9,992		10,343
TOTAL ASSETS	$	20,830	20,583		TOTAL ASSETS	$	18,854	20,999
LIABILITIES AND STOCKHOLDER'S EQUITY					LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES					CURRENT LIABILITIES
Current maturities of long-term debt	$	7	11		Current maturities of long-term debt	$	1	1,105
Accounts payable	412		441		Accounts payable	293		403
Note payable - affiliate	1,069		1,008		Note payable - affiliate	1,130		1,069
Accrued expenses and other liabilities					Accrued expenses and other liabilities
Salaries and benefits	167		251		Salaries and benefits	164		276
Income and other taxes	153		140		Income and other taxes	129		94
Interest	58		55
Other	84		75		Other	196		261
Current affiliate obligations, net	73		79
Current portion of deferred revenue	205		212		Current portion of deferred revenue	185		201
Total current liabilities	2,228		2,272		Total current liabilities	2,098		3,409
LONG-TERM DEBT	5,946		5,948		LONG-TERM DEBT	4,126		4,846
DEFERRED CREDITS AND OTHER LIABILITIES					DEFERRED CREDITS AND OTHER LIABILITIES
Deferred revenue	99		91
Deferred income taxes, net	1,001		1,098		Deferred income taxes, net	1,178		1,198
Noncurrent operating lease liabilities	90		—
Affiliate obligations, net	698		759		Affiliate obligations, net	655		717
Other	559		547		Other	720		712
Total deferred credits and other liabilities	2,447		2,495		Total deferred credits and other liabilities	2,553		2,627
COMMITMENTS AND CONTINGENCIES (Note 8)					COMMITMENTS AND CONTINGENCIES (Note 8)
STOCKHOLDER'S EQUITY					STOCKHOLDER'S EQUITY
Common stock - one share without par value, owned by Qwest Services Corporation	10,050		10,050
Retained earnings (accumulated deficit)	159		(182	)
Common stock - 1 share without par value, owned by Qwest Services Corporation					Common stock - 1 share without par value, owned by Qwest Services Corporation	10,050		10,050
Retained earnings					Retained earnings	27		67
Total stockholder's equity	10,209		9,868		Total stockholder's equity	10,077		10,117
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY	$	20,830	20,583		TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY	$	18,854	20,999

See accompanying notes to consolidated financial statements.

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QWEST CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Nine Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2020		2019
	(Dollars in millions)						(Dollars in millions)
OPERATING ACTIVITIES						OPERATING ACTIVITIES
Net income	$	1,441		1,260		Net income	$	1,312	1,441
Adjustments to reconcile net income to net cash provided by operating activities:						Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,017			1,081		Depreciation and amortization	985		1,017
Deferred income taxes	(96		)	9		Deferred income taxes	(30)		(96)
Provision for uncollectible accounts	36			51		Provision for uncollectible accounts	45		36
Accrued interest on affiliate note	61			43		Accrued interest on affiliate note	61		61
Net loss on early retirement of debt	—			30		Net loss on early retirement of debt	36		0
Changes in current assets and liabilities:						Changes in current assets and liabilities:
Accounts receivable	5			3		Accounts receivable	70		5
Accounts payable	(14		)	(5	)	Accounts payable	(34)		(14)
Accrued income and other taxes	13			(7	)	Accrued income and other taxes	12		13
Other current assets and liabilities, net	(88		)	(108	)	Other current assets and liabilities, net	(193)		(88)
Other current assets and liabilities - affiliates, net	(14		)	(7	)	Other current assets and liabilities - affiliates, net	(17)		(14)
Changes in other noncurrent assets and liabilities, net	6			385		Changes in other noncurrent assets and liabilities, net	45		6
Changes in affiliate obligations, net	(67		)	(94	)	Changes in affiliate obligations, net	(54)		(67)
Other, net	17			11		Other, net	13		17
Net cash provided by operating activities	2,317			2,652		Net cash provided by operating activities	2,251		2,317
INVESTING ACTIVITIES						INVESTING ACTIVITIES
Capital expenditures	(777		)	(732	)	Capital expenditures	(885)		(777)
Changes in advances to affiliates	(456		)	360		Changes in advances to affiliates	1,842		(456)
Proceeds from sale of property, plant and equipment and other assets	24			5		Proceeds from sale of property, plant and equipment and other assets	2		24
Net cash used in investing activities	(1,209		)	(367	)
Net cash provided by (used in) investing activities						Net cash provided by (used in) investing activities	959		(1,209)
FINANCING ACTIVITIES						FINANCING ACTIVITIES
Payments of long-term debt	(10		)	(1,355	)	Payments of long-term debt	(1,860)		(10)
Dividends paid to Qwest Services Corporation	(1,100		)	(925	)
Dividends paid						Dividends paid	(1,350)		(1,100)
Changes in advances from affiliates						Changes in advances from affiliates	4		0
Net cash used in financing activities	(1,110		)	(2,280	)	Net cash used in financing activities	(3,206)		(1,110)
Net (decrease) increase in cash, cash equivalents and restricted cash	(2		)	5
Net increase (decrease) in cash, cash equivalents and restricted cash						Net increase (decrease) in cash, cash equivalents and restricted cash	4		(2)
Cash, cash equivalents and restricted cash at beginning of period	7			3		Cash, cash equivalents and restricted cash at beginning of period	4		7
Cash, cash equivalents and restricted cash at end of period	$	5		8		Cash, cash equivalents and restricted cash at end of period	$	8	5
Supplemental cash flow information:						Supplemental cash flow information:
Income taxes (paid) refunded, net	$	(584	)	58
Interest paid (net of capitalized interest of $19 and $20)	$	(281	)	(366	)
Income taxes paid, net						Income taxes paid, net	$	(473)	(584)
Interest paid (net of capitalized interest of $24 and $19)						Interest paid (net of capitalized interest of $24 and $19)	$	(232)	(281)

Cash, cash equivalents and restricted cash:						Cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	3		6		Cash and cash equivalents	$	6	3
Restricted cash included in other noncurrent assets	2			2
Restricted cash included in Other, net noncurrent assets						Restricted cash included in Other, net noncurrent assets	2		2
Total	$	5		8		Total	$	8	5

See accompanying notes to consolidated financial statements.

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QWEST CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY

(UNAUDITED)


	Three Months Ended September 30,					Nine Months Ended September 30,					Three Months Ended September 30,			Nine Months Ended September 30,
	2019			2018		2019		2018			2020		2019	2020	2019
	(Dollars in millions)										(Dollars in millions)
COMMON STOCK										COMMON STOCK
Balance at beginning of period	$	10,050		10,050		10,050		10,050		Balance at beginning of period	$	10,050	10,050	10,050	10,050
Balance at end of period	10,050			10,050		10,050		10,050		Balance at end of period	10,050		10,050	10,050	10,050
RETAINED EARNINGS (ACCUMULATED DEFICIT)										RETAINED EARNINGS (ACCUMULATED DEFICIT)
Balance at beginning of period	82			(353	)	(182	)	(713	)	Balance at beginning of period	73		104	67	(182)
Net income	477			453		1,441		1,260		Net income	379		477	1,312	1,441
Cumulative net effect of adoption of ASU 2014-09, Revenue from Contracts with Customers, net of $—, ($7), $— and ($50) taxes	—			19		—		147
Cumulative effect of adoption of ASU 2016-02, Leases										Cumulative effect of adoption of ASU 2016-02, Leases	—		—	—	22
Cumulative effect of adoption of ASU 2016-13, Measurement of Credit losses, net $1 tax										Cumulative effect of adoption of ASU 2016-13, Measurement of Credit losses, net $1 tax	—		—	3	—
Dividends declared to Qwest Services Corporation	(400		)	(350	)	(1,100	)	(925	)	Dividends declared to Qwest Services Corporation	(425)		(400)	(1,350)	(1,100)
Other										Other	—		—	(5)	—
Balance at end of period	159			(231	)	159		(231	)	Balance at end of period	27		181	27	181
TOTAL STOCKHOLDER'S EQUITY	$	10,209		9,819		10,209		9,819		TOTAL STOCKHOLDER'S EQUITY	$	10,077	10,231	10,077	10,231

See accompanying notes to consolidated financial statements.

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QWEST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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, and references to ~~"CenturyLink"~~"Lumen Technologies" or "Lumen" refer to our ultimate parent company, CenturyLink, Inc. and its consolidated subsidiaries including Level 3 Parent, LLC, referred to as "Level 3".

(1) Background

General

We are an integrated communications company engaged primarily in providing ana broad array of communications services to our residential and business customers. Our specific products and services are detailed in Note 7—Products and Services Revenue of this report.

We generate the majority of our total consolidated operating revenue 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, ~~2018,~~2019, which was derived from our audited consolidated financial statements, and our unaudited interim consolidated financial statements provided herein have been prepared in accordance with the instructions for Form 10-Q. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted pursuant to rules and regulations of the ~~Securities and Exchange Commission ("SEC");~~SEC; however, in our opinion, the disclosures made are adequate to make the information presented not misleading. We believe that these consolidated financial statements include all normal recurring adjustments necessary to fairly present the results for the interim periods. The consolidated results of operations and cash flows for the first nine months of the year are not necessarily indicative of the consolidated results of operations and cash flows that might be expected for the entire year. These consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our ~~annual report~~Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019.

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. See Note 7—Products~~presentation, including the categorization of our revenue and ~~Services Revenue~~expenses for ~~additional information. These changes had no impact~~the nine months ended September 30, 2020 and 2019.

Operating lease assets are included in Other, net under goodwill and other assets on ~~total~~our consolidated balance sheets. Current operating ~~revenue, total~~lease liabilities are included in Other under accrued expenses and other liabilities on our consolidated balance sheets. Noncurrent operating ~~expenses or net income for any period.~~lease liabilities are included in Other under deferred credits and other liabilities on our consolidated balance sheets.

Segments

Our operations are integrated into and reported as part of ~~CenturyLink. CenturyLink's~~Lumen Technologies. Lumen's chief operating decision maker ("CODM") is our CODM but reviews our financial information on an aggregate basis only in connection with our quarterly and annual reports that we file with the SEC. Consequently, we do not provide our discrete financial information to the CODM on a regular basis. As such, we have 1 reportable segment.

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Summary of Significant Accounting Policies

The significant accounting policy below is in addition to the significant accounting policies described in Note 1—Background and Summary of Significant Accounting Policies to the consolidated financial statements and accompanying notes in Part II Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2019.

Change in Accounting Policy

During the first quarter of 2020, we elected to change the presentation for taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, including federal and certain state Universal Service Fund ("USF") regulatory fees, to present all such taxes on a net basis in our statement of operations. Prior to the first quarter of 2020, we assessed whether we were the primary obligor or principal taxpayer for the taxes assessed in each jurisdiction where we do business. The previous policy resulted in presenting such USF fees on a gross basis within operating revenue and cost of services and products, and all other significant taxes on a net basis. We applied this change in accounting policy retrospectively during the first quarter of 2020. As a result, we have decreased both operating revenue and cost of services and products by $28 million and $28 million for the three months ended September 30, 2020 and 2019, respectively, and $75 million and $76 million for the nine months ended September 30, 2020 and 2019, respectively. The change had no impact on operating income or net income in our consolidated statements of operations. Refer to our Form 8-K filing dated May 7, 2020 for further information.

We changed our policy to present such taxes on the net basis and believe the new policy is preferable because of the historical and potential future regulatory rate changes outside of our control resulting in significant variability in tax and fee revenue that are not indicative of our operating performance. We believe that net presentation provides the most useful and transparent financial information and improves comparability and consistency of financial results.

Operating Lease Income

Qwest leases various data transmission capacity, office facilities, switching facilities and other network sites to third parties under operating leases. Lease and sublease income are included in operating revenue in our consolidated statements of operations.

For the three months ended September 30, 2020 and 2019, our gross rental income was $77 million and $79 million, respectively, which represents approximately 4% of our operating revenue for the three months ended September 30, 2020 and 2019. For the nine months ended September 30, 2020 and 2019, our gross rental income was $234 million and $242 million, respectively, which represents approximately 4% of our operating revenue for the nine months ended September 30, 2020 and 2019.

Recently Adopted Accounting Pronouncements

~~We adopted Accounting Standards Update ("ASU") 2016-02,~~ ~~"Leases (ASC 842)"~~, as of January 1, 2019, using the non-comparative transition option pursuant to ASU 2018-11. Therefore, we have not restated comparative period financial information for the effects of ASC 842, and we will not make the new required lease disclosures for comparative periods beginning before January 1, 2019. Instead, we recognized ASC 842's cumulative effect transition adjustment (discussed below) as of January 1, 2019. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things (i) allowed us to carry forward the historical lease classification; (ii) did not require us to reassess whether any expired or existing contracts are or contain leases under the new definition of a lease; and (iii) did not require us to reassess whether previously capitalized initial direct costs for any existing leases would qualify for capitalization under ASC 842. We also elected the practical expedient related to land easements, allowing us to carry forward our accounting treatment for land easements on existing agreements. We did not elect the hindsight practical expedient regarding the likelihood of exercising a lessee purchase option or assessing any impairment of right-of-use assets for existing leases.

~~On March 5, 2019,~~In June 2016, the Financial Accounting Standards Board ("FASB") ~~issued ASU 2019-01,~~ ~~"Leases (ASC 842): Codification Improvements"~~, effective for public companies for fiscal years beginning after December 15, 2019. The new ASU aligns the guidance in ASC 842 for determining fair value of the underlying asset by lessors that are not manufacturers or dealers, with that of existing guidance. As a result, the fair value of the underlying asset at lease commencement is its cost, reflecting any volume or trade discounts that may apply. However, if there has been a significant lapse of time between when the underlying asset is acquired and when the lease commences, the definition of ~~fair value~~ ~~(in ASC 820, "Fair Value Measurement~~") should be applied. More importantly, the ASU also exempts both lessees and lessors from having to provide certain interim disclosures in the fiscal year in which a company adopts the new leases standard. Early adoption permits public companies to adopt concurrent with the transition to ASC 842 on leases. We adopted ASU 2019-01 as of January 1, 2019.

Adoption of the new standards resulted in the recording of operating lease assets and operating lease liabilities of approximately $126 million and $133 million, respectively, as of January 1, 2019. The standards did not materially impact our consolidated net earnings and had no material impact on cash flows. Our financial position for reporting periods beginning on or after January 1, 2019 is presented under the new guidance, as discussed above, while prior period amounts are not adjusted and continue to be reported in accordance with previous guidance.

~~Recently Issued Accounting Pronouncements~~

~~Financial Instruments~~

~~In June 2016, the FASB~~ issued ASU 2016-13, "Measurement of Credit Losses on Financial Instruments". The primary impact of ASU 2016-13 for us is a change in the model for the recognition of credit losses related to our financial instruments from an incurred loss model, which recognized credit losses only if it was probable that a loss had been incurred, to an expected loss model, which requires ~~our management team~~us to estimate the total credit losses expected on the portfolio of financial instruments.

We ~~are evaluating the potential impact~~ adopted ASU 2016-13 ~~will have on our financial assets measured at amortized cost including, but not limited to, customer receivables and contract asset balances.~~

~~Over the fourth quarter, we will complete our evaluation of the impact to our accounting and internal controls over financial reporting as a result of ASU 2016-13. We expect to adopt ASU 2016-13~~ on January 1, 2020, and ~~recognize the impacts through~~recognized a cumulative adjustment to ~~accumulated deficit~~our retained earnings as of the date of ~~adoption.~~adoption of $3 million net of tax effect. Please refer to Note 4—Credit Losses on Financial Instruments for more information.

Recently Issued Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). ASU 2019-12 removes certain exceptions for investments, intra-period allocations and interim calculations, and adds guidance to reduce complexity in accounting for income taxes. ASU 2019-12 will become effective for us in the first quarter of fiscal 2021 and early adoption is permitted. We do not believe the adoption will have a significant impact on our consolidated financial statements.

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In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, designed to ease the burden of accounting for contract modifications related to the global market-wide reference rate transition period. Subject to certain criteria, ASU 2020-04 provides qualifying entities the option to apply expedients and exceptions to contract modifications and hedging accounting relationships made until December 31, 2022. We are evaluating ASU 2020-04's applicability to relevant transactions referencing the London Inter-bank Offering Rate ("LIBOR") or another reference rate expected to be discontinued and the resulting impact on our consolidated financial statements.

(2) Goodwill, Customer Relationships and Other Intangible Assets

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

September 30, 2019 December 31, 2018
(Dollars in millions)
Goodwill $ 9,360
9,360
Customer relationships, less accumulated amortization of $5,129 and $4,806 $ 570
893
Other intangible assets, less accumulated amortization of $1,760 and $1,712 $ 329
311


	September 30, 2020		December 31, 2019
	(Dollars in millions)
Goodwill	$	9,360	9,360
Customer relationships, less accumulated amortization of $5,520 and $5,231	$	179	468
Other intangible assets, less accumulated amortization of $1,813 and $1,780	275		311
Total other intangible assets, net	$	454	779

Substantially, all of our goodwill was derived from Lumen's acquisition of us where the purchase price exceeded the fair value of the net assets acquired.

We assess our goodwill for impairment annually, or, under certain circumstances, more frequently, such as when events or changes in circumstances indicate there may be impairment. We are required to write-down the value of goodwill in periods in which the carrying value of equity exceeds the estimated fair value of equity, limited to the amount of goodwill. Our annual impairment assessment date for goodwill is October 31, at which date we assess goodwill at our reporting unit. In reviewing the criteria for reporting units, we have determined that we are 1 reporting unit.

Because Lumen's low stock price was a trigger for impairment testing, we estimated the fair value of our operations using only the market approach in the quarter ended March 31, 2019. Applying this approach, we utilized company comparisons and analyst reports within the telecommunications industry, which have historically supported a range of fair values of annualized revenue and EBITDA multiples between 2.1x and 4.9x and 4.9x and 9.8x, respectively. We selected a revenue and EBITDA multiple within this range. As of March 31, 2019, based on our assessments performed as described above, we concluded that our goodwill was not impaired as of that date.

The market multiples approach that we used in the quarter ended March 31, 2019 incorporated significant estimates and assumptions related to the forecasted results for the remainder of the year, including revenues, expenses, and the achievement of certain cost synergies. In developing the market multiple, we also considered observed trends of our industry participants. Our assessment included many qualitative factors that required significant judgment. Alternative interpretations of these factors could have resulted in different conclusions regarding the size of our impairments.

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During 2020, we observed a decline in Lumen's stock price as a result of events occurring after the end of 2019, including the COVID-19 pandemic. We evaluated whether such events would indicate the fair value of our reporting unit was below its carrying value. We believe these events have impacted the global economy more directly than us and, when considered with other factors, we have concluded it is not more likely than not that the fair value of our reporting unit was less than its carrying value for the period ended September 30, 2020. In light of the negative impacts of COVID-19 on the global economy, we will continue to evaluate the general economic trends which could have an impact on our assessment of whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount. Future changes could cause our reporting unit fair value to be less than its carrying value, resulting in potential impairments of our goodwill which could have a material effect on our results of operations and financial condition. The extent of the impact, if any, will depend on future developments including the length and severity of the pandemic and its long-term impacts on the overall economy.

As of September 30, ~~2019,~~2020, the gross carrying amount of goodwill, customer relationships and other intangible assets was $17.1 billion. The total amortization expense for intangible assets for the three months ended September 30, 2020 and 2019 ~~and 2018~~ totaled ~~$133~~$120 million and ~~$144~~$133 million, respectively, and for the nine months ended September 30, 2020 and 2019 totaled $365 million and ~~2018 totaled~~ $404 million, ~~and $440 million,~~ respectively.

We estimate that total amortization expense for intangible assets for the years ending December 31, ~~2019~~2020 through ~~2023~~2024 will be as follows:


				(Dollars in millions)
	(Dollars in millions)
2019 (remaining three months)	$	131
2020	467
2020 (remaining three months)			2020 (remaining three months)	$	114
2021	155		2021	163
2022	52		2022	58
2023	39		2023	46
2024			2024	34

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(3) Revenue Recognition

Refer to the Revenue Recognition section of Note 1—Background and Summary of Significant Accounting Policies and Note 3—Revenue Recognition in our annual report on Form 10-K for the year ended December 31, 2018 for further information regarding our application of ASC 606, “Revenue from Contracts with Customers”, including practical expedients and judgments applied in determining the amounts and timing of revenue from contracts with customers.

Reconciliation of Total Revenue to Revenue from Contracts with Customers

The following table provides the amount of revenue that is not subject to ASC 606, "Revenue from Contracts with Customers" ("ASC 606"), but is instead governed by other accounting standards:


	Three Months Ended September 30,			Nine Months Ended September 30,
	2020		2019	2020	2019
	(Dollars in millions)
Total revenue	$	1,801	2,011	5,518	6,069
Adjustments for non-ASC 606 revenue (1)	(118)		(123)	(360)	(375)
Total revenue from contracts with customers	$	1,683	1,888	5,158	5,694

Three Months Ended September 30, Nine Months Ended September 30,
2019 2018 2019 2018
(Dollars in millions)
Total revenue $ 2,039
2,149
6,145
6,380
Adjustments for non-ASC 606 revenue ⁽¹⁾
(123 ) (82 ) (375 ) (240 )
Total revenue from contracts with customers $ 1,916
2,067
5,770
6,140

~~______________________________________________________________________~~ (1)Includes regulatory revenue and lease revenue not within the scope of ASC 606.


⁽¹⁾	~~Includes regulatory revenue, lease revenue, sublease rental income and revenue from fiber capacity lease arrangements which are not within the scope of ASC 606.~~

Customer Receivables and Contract Balances

The following table provides balances of customer receivables, contract assets and contract liabilities as of September 30, ~~2019~~2020 and December 31, ~~2018:~~2019:


	September 30, 2019		December 31, 2018		September 30, 2020		December 31, 2019
	(Dollars in millions)				(Dollars in millions)
Customer receivables ⁽¹⁾	$	493	518	Customer receivables (1)	$	378	430
Contract assets				Contract assets	13		18
Contract liabilities	318		207	Contract liabilities	297		338
Contract assets	75		64


~~(1)~~	~~Gross customer receivables of $528 million and $554 million, net of allowance for doubtful accounts of $35 million and $36 million, at September 30, 2019 and December 31, 2018, respectively.~~

(1)Gross customer receivables of $418 million and $462 million, net of allowance for doubtful accounts of $40 million and $32 million, at September 30, 2020 and December 31, 2019, respectively.

Contract liabilities consist of consideration we have received from our customers or billed in advance of providing goods or services promised in the future. We defer recognizing this consideration as revenue until we have satisfied the related performance obligation to the customer. Contract liabilities include recurring services billed one month in advance and installation and maintenance charges that are deferred and recognized over the actual or expected contract term, which ranges from one to ~~seven~~five years depending on the service. Contract liabilities are included within deferred revenue in our consolidated balance sheets.

~~The following table provides information about~~ During the three and nine months ended September 30, 2020, we recognized $13 million and $210 million, respectively, of revenue ~~recognized for~~that was included in contract liabilities as of January 1, 2020. During the three and nine months ended September 30, 2019, we recognized $4 million and ~~2018:~~$269 million, respectively, of revenue that was included in contract liabilities as of January 1, 2019.

Three Months Ended September 30, Nine Months Ended September 30,
2019 2018 2019 2018
(Dollars in millions)
Revenue recognized in the period from:
Amounts included in contract liability at the beginning of the period (January 1, 2019 and 2018, respectively) $ 4
11
269
291
Performance obligations satisfied in previous periods —
—
—
—

Performance Obligations

As of September 30, ~~2019,~~2020, our estimated revenue expected to be recognized in the future related to performance obligations associated with existing customer contracts that are partially or wholly unsatisfied is approximately ~~$181~~$161 million. We expect to recognize approximately ~~98%~~96% of this revenue through ~~2021,~~2022, with the balance recognized thereafter.

~~We do not disclose~~These amounts exclude (i) the value of unsatisfied performance obligations for contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed (for example, uncommitted usage or non-recurring charges associated with professional or technical services to be completed), orand (ii) contracts that are classified as leasing arrangements that are not subject to ASC 606.

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Contract Costs

The following table provides changes in our contract acquisition costs and fulfillment costs:


	Three Months Ended September 30, 2020			Three Months Ended September 30, 2019
	Acquisition Costs		Fulfillment Costs	Acquisition Costs	Fulfillment Costs
	(Dollars in millions)
Beginning of period balance	$	81	59	87	60
Costs incurred	12		6	15	10
Amortization	(15)		(8)	(15)	(8)
End of period balance	$	78	57	87	62

Three Months Ended September 30, 2019 Three Months Ended September 30, 2018
Acquisition Costs Fulfillment Costs Acquisition Costs Fulfillment Costs
(Dollars in millions)
Beginning of period balance $ 87
60
89
58
Costs incurred 15
10
29
13
Amortization (15 ) (8 ) (29 ) (13 )
End of period balance $ 87
62
89
58

Nine Months Ended September 30, 2019 Nine Months Ended September 30, 2018
Acquisition Costs Fulfillment Costs Acquisition Costs Fulfillment Costs
(Dollars in millions)
Beginning of period balance $ 90
57
91
61
Costs incurred 44
29
45
20
Amortization (47 ) (24 ) (47 ) (23 )
End of period balance $ 87
62
89
58


	Nine Months Ended September 30, 2020			Nine Months Ended September 30, 2019
	Acquisition Costs		Fulfillment Costs	Acquisition Costs	Fulfillment Costs
	(Dollars in millions)
Beginning of period balance	$	86	64	90	57
Costs incurred	39		18	44	29
Amortization	(47)		(25)	(47)	(24)
End of period balance	$	78	57	87	62

Acquisition costs include commission fees paid to employees as a result of obtaining contracts. Fulfillment costs include third party and internal costs associated with the provision, installation and activation of communications services to customers, including labor and materials consumed for these activities.

Deferred acquisition and fulfillment costs are amortized based on the transfer of services on a straight-line basis over the average customer life of 30 months for consumer customers and ~~up to 49~~average contract life of 29 months for business customers. Amortized fulfillment costs are included in cost of services and products and amortized acquisition costs are included in selling, general and administrative expenses in our consolidated statements of operations. The amount of these deferred costs that are anticipated to be amortized in the next twelve months are included in other current assets on our consolidated balance sheets. The amount of deferred costs expected to be amortized beyond the next ~~twelve~~12 months is included in other non-current assets on our consolidated balance sheets. Deferred acquisition and fulfillment costs are assessed for impairment on an annual basis.

(4) ~~Leases~~Credit Losses on Financial Instruments

In accordance with ASC 326, "Financial Instruments - Credit Losses" ("ASC 326") we aggregate financial assets with similar risk characteristics to align our expected credit losses with the credit quality or deterioration over the life of such assets. We monitor certain risk characteristics within our aggregated financial assets and revise their composition accordingly, to the extent internal and external risk factors change each reporting period. Financial assets that do not share risk characteristics with other financial assets are evaluated separately. Our financial position for reporting periods beginning on or after January 1, 2019 is presented under the new accounting guidance, while prior periods amounts are not adjusted and continue to be reported in accordanceassets measured at amortized cost primarily consist of accounts receivable.

In developing our accounts receivable portfolio, we pooled certain assets with ~~previous guidance, as discussed in Note 1—Background.~~

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

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

Some of our lease arrangements contain lease components (including fixed payments, such as, rent, real estate taxes and insurance costs) and non-lease components (including common-area maintenance costs). We generally account for each component separatelycredit risk characteristics based on the ~~estimated standalone price~~nature of ~~each component. For colocation leases, we account~~our customers, their industry, policies used to grant credit terms and their historical and expected credit loss patterns.

Prior to the adoption of the new credit loss standard, the allowance for doubtful accounts receivable reflected our best estimate of probable losses inherent in our receivable portfolio determined based on historical experience, specific allowances for known troubled accounts, and other currently available evidence.

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We implemented the ~~lease and non-lease components~~new standard effective January 1, 2020, using a loss rate method to estimate our allowance for credit losses. Our determination of the current expected credit loss rate begins with our use of historical loss experience as a ~~single lease component.~~percentage of accounts receivable. We measure our historical loss period based on the average days to recognize accounts receivable as credit losses. When asset specific characteristics and current conditions change from those in the historical period, due to changes in our credit and collections strategy, certain classes of aged balances, or credit loss and recovery policies, we perform a qualitative and quantitative assessment to update our current loss rate, which as noted below has increased due to an increase in historic loss experience and weakening economic forecasts. We use regression analysis to develop an expected loss rate using historical experience and economic data over a forecast period. We measure our forecast period based on the average days to collect payment on billed accounts receivable. The historical, current, and expected credit loss rates are combined and applied to period end accounts receivable, which results in our allowance for credit losses.

Many of our lease agreements contain renewal options; however, we do not recognize right-of-use assets or lease liabilities for renewal periods unless it is determined that we are reasonably certain of renewing the lease at inception or when a triggering event occurs. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unlessIf there is a ~~transfer~~deterioration of ~~title~~a customer's financial condition or ~~purchase option reasonably certain~~if future default rates in general differ from currently anticipated default rates (including changes caused by COVID-19), we may need to ~~be exercised. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.~~adjust the allowance for credit losses, which would affect earnings in the period that adjustments are made.

~~Lease expense consisted~~

The assessment of the ~~following:~~correlation between historical observed default rates, current conditions and forecasted economic conditions requires judgment. Alternative interpretations of these factors could have resulted in different conclusions regarding the allowance for credit losses. The amount of credit loss is sensitive to changes in circumstances and forecasted economic conditions. Our historical credit loss experience, current conditions and forecast of economic conditions may also not be representative of the customers' actual default experience in the future.

Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019
(Dollars in millions)
Operating and short-term lease cost $ 8
24
Finance lease cost:
Amortization of right-of-use assets 2
7
Interest on lease liability 1
1
Total finance lease cost 3
8
Total lease cost $ 11
32

The following table presents the activity of our allowance for credit losses by accounts receivable portfolio:


	Business		Consumer	Total
	(Dollars in millions)
Beginning balance at January 1, 2020 (1)	$	17	18	35
Provision for expected losses	23		22	45
Write-offs charged against the allowance	(16)		(22)	(38)
Recoveries collected	3		3	6
Ending balance at September 30, 2020	$	27	21	48

~~Supplemental unaudited consolidated~~______________________________________________________________________

(1)The beginning balance ~~sheet information and other information related to leases:~~includes the cumulative effect of the adoption of new credit loss standard.

Leases (millions) Classification on the Balance Sheet September 30, 2019
Assets
Operating lease assets Operating lease assets $ 117
Finance lease assets Property, plant and equipment, net of accumulated depreciation 16
Total leased assets $ 133

Liabilities
Current
Operating Other current liabilities $ 29
Finance Current portion of long-term debt 7
Noncurrent
Operating Noncurrent operating lease liabilities 90
Finance Long-term debt 5
Total lease liabilities $ 131

Weighted-average remaining lease term (years)
Operating leases 5.4
Finance leases 4.9
Weighted-average discount rate
Operating leases 6.71 %
Finance leases 5.26 %

~~Supplemental unaudited consolidated cash flow statement information related to leases:~~



	~~Nine Months Ended September 30, 2019~~
	~~(Dollars in millions)~~
~~Cash paid for amounts included in the measurement of lease liabilities:~~
~~Operating cash flows from operating leases~~	27
~~Financing cash flows from finance leases~~	8

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

Operating Leases Finance Leases
(Dollars in millions)
2019 (remaining three months) $ 8
2
2020 32
5
2021 30
1
2022 27
1
2023 22
1
Thereafter 36
4
Total lease payments 155
14
Less: interest (36 ) (2 )
Total 119
12
Less: current portion (29 ) (7 )
Long-term portion $ 90
5

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

~~Operating Lease Income~~

Qwest leases various data transmission capacity, office facilities, switching facilities and other network sites to third parties under operating leases. Lease and sublease income is included in operating revenue in the consolidated statements of operations.

For the ~~three and~~ nine months ended September 30, ~~2019,~~2020, we increased our ~~gross rental income was $79 million~~allowance for credit losses for our business and ~~$242 million, respectively,~~consumer accounts receivable portfolio due to an increase in historical and expected loss experience, which ~~represents 4%~~we believe were predominantly attributable to the COVID-19 induced economic slowdown. We believe that decreased write-offs (net of recoveries) driven by COVID-19 regulations and programs have further contributed to an increase in our ~~operating revenue~~allowance for both periods. For the three and nine months ended September 30, 2018, our gross rental income was $83 million and $249 million, respectively which represents 4% of our operating revenue for both periods.credit losses.

~~Disclosures under ASC 840~~

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

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

Capital Lease Obligations
(Dollars in millions)
2019 $ 10
2020 6
2021 2
2022 1
2023 1
2024 and thereafter 4
Total minimum payments 24
Less: amount representing interest and executory costs (5 )
Present value of minimum payments 19
Less: current portion (12 )
Long-term portion $ 7

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

Operating Leases
(Dollars in millions)
2019 $ 35
2020 28
2021 27
2022 23
2023 19
2024 and thereafter 32
Total future minimum payments⁽¹⁾
$ 164

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~~(1)~~	~~Minimum payments have not been reduced by minimum sublease rentals of $22 million due in the future under non-cancelable subleases.~~

(5) Long-Term Debt and ~~Revolving Promissory~~ Note Payable - Affiliate

The following chart reflects (i) the consolidated long-term debt of Qwest Corporation and its subsidiaries, including finance lease and other obligations, unamortized ~~discounts and~~ premiums, net, unamortized debt issuance costs and (ii) note payable - affiliate:


	Interest Rates (1)	Maturities (1)	September 30, 2020		December 31, 2019
			(Dollars in millions)
Senior notes	6.125% - 7.750%	2021 - 2057	$	4,105	5,956
Term loan (2)	LIBOR + 2.00%	2025	100		100
Finance lease and other obligations	Various	Various	5		10
Unamortized premiums, net			5		0
Unamortized debt issuance costs			(88)		(115)
Total long-term debt			4,127		5,951
Less current maturities			(1)		(1,105)
Long-term debt, excluding current maturities			$	4,126	4,846
Note payable - affiliate	4.974%	2022	$	1,130	1,069

Interest Rates Maturities September 30, 2019 December 31, 2018
(Dollars in millions)
Senior notes 6.125% - 7.750% 2021 - 2057 $ 5,956
5,956
Term loan 4.050% 2025 100
100
Finance lease and other obligations Various Various 12
21
Unamortized (discounts) premiums, net —
(1 )
Unamortized debt issuance costs (115 ) (117 )
Total long-term debt 5,953
5,959
Less current maturities (7 ) (11 )
Long-term debt, excluding current maturities $ 5,946
5,948
Note payable - affiliate 5.843% 2022 $ 1,069
1,008
(1)As of September 30, 2020.

(2)Qwest Corporation's Term Loan had an interest rate of 2.150% as of September 30, 2020 and 3.800% as of December 31, 2019.

Long-Term Debt Maturities

Set forth below is the aggregate principal amount of our long-term debt as of September 30, 2020 (excluding unamortized premiums and discounts and unamortized debt issuance costs and excluding note payable-affiliate) maturing during the following years:


	(Dollars in millions)
2020 (remaining three months)	$	0
2021	951
2022	1
2023	1
2024	1
2025 and thereafter	3,256
Total long-term debt	$	4,210

Redemption of Senior Notes

On September 16, 2020, Qwest Corporation partially redeemed $250 million aggregate principal amount of its outstanding 6.625% Notes due 2055 (the "6.625% Notes"). On August 7, 2020, Qwest Corporation completed the redemption of the remaining $300 million aggregate principal amount of its outstanding 6.875% Notes due 2054 (the "6.875% Notes").

On June 29, 2020, Qwest Corporation partially redeemed $200 million aggregate principal amount of its outstanding 6.875% Notes. On January 15, 2020, Qwest Corporation fully redeemed all$850 million aggregate principal amount of its outstanding6.875%senior notes due 2033 and all$250 million aggregate principal amount of its outstanding7.125% senior notes due 2043. Through the nine months ended September 30, 2020, redemptions of senior notes resulted in a loss of $36 million.

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Note Payable - Affiliate

~~On September 30, 2017,~~ Qwest Corporation ~~entered into an amended and restated revolving promissory note in the amount of $965 million with~~is currently indebted to an affiliate of our ultimate parent company, CenturyLink, Inc. ~~This note replaced and amended the original $1.0 billion~~, under a revolving promissory note that provides Qwest Corporation ~~entered into on April 18, 2012~~ with ~~the same affiliate.~~a funding commitment of up to $965 million in aggregate principal amount (the "Intercompany Note"). The outstanding principal balance owed by Qwest Corporation under ~~this revolving promissory note~~the Intercompany Note and the accrued interest thereon is due and payable on demand, but if no demand is made, then on June 30, 2022. Interest is accrued on the outstanding principal balance during anthe respective interest period using a weighted average per annum interest rate on the consolidated outstanding debt of CenturyLink, Inc. and its subsidiaries. As of September 30, ~~2019,~~2020, the ~~amended and restated revolving promissory note~~Intercompany Note had an outstanding balance of ~~$1.069~~$1.13 billion and bore interest at a weighted-average interest rate of ~~5.843%~~4.974%. As of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, the ~~amended and restated revolving promissory note~~Intercompany Note is reflected on our consolidated balance sheets as a current liability under "Note payable - affiliate". In accordance with the terms of the ~~amended and restated revolving promissory note,~~Intercompany Note, interest shall be assessed on June 30th and December 31st (an "Interest Period"). Any assessed interest for an Interest Period that remains unpaid on the last day of the subsequent Interest Period is to be capitalized on such date and is to begin accruing interest. Through September 30, ~~2019, $104~~2020, $165 million of such interest has been ~~capitalized.~~capitalized since entering into the Intercompany Note. As of September 30, ~~2019, $16~~2020, $14 million of accrued interest is reflected in other current liabilities on our consolidated balance sheet.

~~Aggregate Maturities of Long-Term Debt~~

Set forth below is the aggregate principal amount of our long-term debt (excluding unamortized premiums and discounts and unamortized debt issuance costs and excluding note payable-affiliate) maturing during the following years:

(Dollars in millions)
2019 (remaining three months) $ 2
2020 5
2021 951
2022 —
2023 1
2024 and thereafter 5,109
Total long-term debt $ 6,068

Compliance

As of September 30, ~~2019,~~2020, we believe we were in compliance with the financial covenants contained in our material debt agreements in all material respects.

Other

For additional information on our long-term debt and credit facilities, see Note 4—5—Long-Term Debt and Revolving Promissory Note to our consolidated financial statements in Item 8 of Part II of our ~~annual report~~Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019.

Subsequent Events

On October 23, 2020, Qwest Corporation borrowed $215 million under a variable-rate term loan with CoBank ACB and used the resulting net proceeds to pay off its previous $100 million term loan with CoBank ACB. Additionally, on October 26, 2020, Qwest Corporation used the remaining net proceeds to partially facilitate the redemption of the remaining $160 million aggregate principal amount of its outstanding 6.625% Notes, as described below. The new term loan will mature on October 23, 2027, and has terms substantially similar to those contained in the prior term loan with CoBank ACB.

On October 26, 2020, Qwest Corporation redeemed the remaining $160 million aggregate principal amount of its outstanding 6.625% Notes. Following this redemption, there were 0 bonds outstanding for the 6.625% Notes.

(6) Fair Value Disclosure

~~The Fair Value Measurement~~Our financial instruments consist of cash and ~~Disclosure framework provides a three-tiered fair value hierarchy based on the reliability of the inputs used~~cash equivalents, restricted cash, accounts receivable, advances to ~~determine fair value. Input Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Input Level 2 refers to fair values estimated using significant~~affiliates, accounts payable, note payable-affiliate and long-term debt, excluding finance lease and other ~~observable inputs and Input Level 3 includes fair values estimated using significant unobservable inputs.~~

obligations. Due to their short-term nature, the carrying amounts of our cash and cash equivalents, ~~and~~ restricted cash, accounts receivable, ~~and~~advances to affiliates, accounts payable and note payable-affiliate approximate their fair values.

The three input levels in the hierarchy of fair value measurements are defined by the Fair Value Measurement and Disclosure framework 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.

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

September 30, 2019 December 31, 2018

Input
Level

Carrying
Amount

Fair
Value

Carrying
Amount

Fair
Value
(Dollars in millions)
Liabilities—Long-term debt (excluding finance lease and other obligations) 2 $ 5,941
6,226
5,938
5,118


		September 30, 2020			December 31, 2019
	Input Level	Carrying Amount		Fair Value	Carrying Amount	Fair Value
		(Dollars in millions)
Liabilities—Long-term debt (excluding finance lease and other obligations)	2	$	4,122	4,329	5,941	6,258

(7) Products and Services Revenue

We are an integrated communications company engaged primarily in providing an array of communications services, including local voice, broadband, private line (including business data services), Ethernet, network access, information technology 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.

We categorize our products, services and revenue among the following 6 categories:

•

•IP and Data Services, which include primarily VPN data networks, Ethernet, IP and other ancillary services;

•Transport and Infrastructure, which include broadband, private line (including business data services) and other ancillary services;

•Voice and Collaboration, which includes primarily local voice, including wholesale voice, and other ancillary services;

•IT and Managed Services, which include information technology services and managed services, which may be purchased in conjunction with our other network services;

•Regulatory Revenue, which consist of Connect America Fund ("CAF") support payments and other operating revenue. We receive federal support payments from the federal CAF program. 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; and

•Affiliate Services, which are 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.


•	~~Transport and Infrastructure, which include broadband, private line (including business data services) and other ancillary services;~~


•	~~Voice and Collaboration, which includes primarily local voice, including wholesale voice, and other ancillary services;~~


•	~~IT and Managed Services,~~ ~~which include information technology services and managed services, which may be purchased in conjunction with our other network services;~~

•

~~Regulatory Revenue,~~ which consist of Universal Service Fund ("USF") and Connect America Fund ("CAF") support payments and other operating revenue. We receive federal support payments from both federal and state USF programs and from the federal CAF program. 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; and


•	~~Affiliate Services,~~ 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.

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

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


	Three Months Ended September 30,			Nine Months Ended September 30,			Three Months Ended September 30,			Nine Months Ended September 30,
	2019		2018	2019	2018		2020		2019	2020	2019
	(Dollars in millions)						(Dollars in millions)
IP and Data Services	$	169	155	467	459	IP and Data Services	$	130	161	397	446
Transport and Infrastructure	716		739	2,140	2,215	Transport and Infrastructure	649		703	1,957	2,100
Voice and Collaboration	405		449	1,250	1,369	Voice and Collaboration	376		397	1,151	1,234
IT and Managed Services	—		1	2	5	IT and Managed Services	1		1	2	3
Regulatory Revenue	48		53	143	161	Regulatory Revenue	44		48	135	143
Affiliate Services	701		752	2,143	2,171	Affiliate Services	601		701	1,876	2,143
Total operating revenue	$	2,039	2,149	6,145	6,380	Total operating revenue	$	1,801	2,011	5,518	6,069

We recognize revenue in our consolidated statements of operations for certain USF surcharges and transaction taxes that we bill to our customers. Our consolidated statements of operations also reflect the offsetting expense for the amounts we remit to the government agencies. The USF surcharges are assigned to the products and services categories based on the underlying revenue. We also act as a collection agent for certain other USF and transaction taxes that we are required by government agencies to bill our customers, for which we do not record any revenue or expense because we only act as a pass-through agent.

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

Three Months Ended September 30, Nine Months Ended September 30,
2019 2018 2019 2018
(Dollars in millions)
USF surcharges and transaction taxes $ 33
28
91
93

(8) Commitments, Contingencies and Other Items

We are subject to various claims, legal proceedings and other contingent liabilities, including the matters described below, which individually or in the aggregate could materially affect our financial condition, future results of operations or cash flows. As a matter of course, we are prepared to both litigate these matters to judgment as needed, as well as to evaluate and consider reasonable settlement opportunities.

Irrespective of its merits, litigation may be both lengthy and disruptive to our operations and could cause significant expenditure and diversion of management attention. We review our litigation accrual liabilities on a quarterly basis, but in accordance with applicable accounting guidelines only establish accrual liabilities when losses are deemed probable and reasonably estimable and only revise previously-established accrual liabilities when warranted by changes in circumstances, in each case based on then-available information. As such, as of any given date we could have exposure to losses under proceedings as to which no liability has been accrued or as to which the accrued liability is inadequate. Amounts accrued for our litigation and non-income tax contingencies at September 30, ~~2019~~2020, aggregated to approximately ~~$23~~$22 million and are included in “Other” current liabilities and “Other Liabilities” in our consolidated balance sheet as of such date. The establishment of an accrual does not mean that actual funds have been set aside to satisfy a given contingency. Thus, the resolution of a particular contingency for the amount accrued could have no effect on our results of operations but nonetheless could have an adverse effect on our cash flows.

~~In this Note, when we refer to a class action as "putative" it is because a class has been alleged, but not certified in that matter.~~Principal Proceedings

~~Switched Access Disputes~~

Subsidiaries of CenturyLink, Inc., including us, are among hundreds of companies involved 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 Northern District of 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, IXCs, including Sprint Communications Company L.P. ("Sprint") and various affiliates of Verizon Communications Inc. ("Verizon"), 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 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. Since then, many of the LECs and IXCs have filed revised pleadings and additional motions, which remain pending. 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.~~

Billing Practices Suits

In June 2017, a former employee of ~~CenturyLink~~Lumen Technologies filed an employment lawsuit against ~~CenturyLink~~Lumen Technologies claiming that she was wrongfully terminated for alleging that ~~CenturyLink~~Lumen Technologies charged some of its retail customers for products and services they did not authorize. Starting shortly thereafter and continuing since then, and based in part on the allegations made by the former employee, several legal proceedings have been filed.

In June 2017, McLeod v. CenturyLink, a ~~putative~~ consumer class action, was filed against ~~CenturyLink~~Lumen Technologies in the U.S. District Court for the Central District of California alleging that it charged some of its retail customers for products and services they did not authorize. ~~A number of other~~Other complaints asserting similar claims have been filed in other federal and state courts, as well. The lawsuits assert claims including fraud, unfair competition, and unjust enrichment. Also, in June 2017, Craig. v. CenturyLink, Inc., et al., a ~~putative~~ securities investor class action, was filed in U.S. District Court for the Southern District of New York, alleging that it failed to disclose material information regarding improper sales practices, and asserting federal securities law claims. A number of other cases asserting similar claims have also been filed.

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Beginning June 2017, ~~CenturyLink~~Lumen Technologies received several shareholder derivative demands addressing related topics. In August 2017, ~~CenturyLink's~~Lumen's Board of Directors formed a special litigation committee of outside directors to address the allegations of impropriety contained in the shareholder derivative demands. In April 2018, the special litigation committee concluded its review of the derivative demands and declined to take further action. Since then, derivative cases were ~~filed. NaN of these cases, Castagna v. Post and Pinsly v. Post, were~~ filed in Louisiana state court in the Fourth Judicial District Court for the Parish of ~~Ouachita. The remaining derivative cases were filed~~Ouachita and in federal court in Louisiana and Minnesota. These cases have been brought on behalf of ~~CenturyLink~~Lumen Technologies against certain current and former officers and directors of the Company and seek damages for alleged breaches of fiduciary duties.

The consumer ~~putative~~ class actions, the securities investor ~~putative~~ class actions, and the federal derivative actions have been transferred to the U.S. District Court for the District of Minnesota for coordinated and consolidated pretrial proceedings as In Re: CenturyLink Sales Practices and Securities Litigation. Subject to confirmatory discovery and court approval, ~~CenturyLink~~Lumen Technologies agreed to settle the consumer ~~putative~~ class actions for payments of $15.5 million to compensate class members and of up to $3.5 million for administrative costs. ~~CenturyLink~~In the second quarter of 2019, Lumen Technologies accrued for these obligations, and a portion of the administrative costs has ~~accrued~~been expended in 2020. Certain class members may elect to opt out of the class settlement and pursue the resolution of their individual claims against us on these issues through various dispute resolution processes, including individual arbitration. One law firm asserts it has opt out requests from approximately12,000class members. To the extent that a ~~contingent liability for~~substantial number of class members, meet the contractual requirements to arbitrate, elect to opt out of the settlement (or otherwise successfully exclude their individual claims), and actually pursue arbitrations, Lumen Technologies and we could incur a material amount of filing and other arbitrations fees in relation to the administration of those ~~amounts.~~claims.

In July 2017, the Minnesota state attorney general filed State of Minnesota v. CenturyTel Broadband Services LLC, et al. in the Anoka County Minnesota District Court, alleging claims of fraud and deceptive trade practices relating to improper consumer sales practices. ~~The~~

Lumen Technologies has engaged in discussions regarding potential resolutions of these claims with a number of state attorneys general, and has entered into agreements settling the Minnesota suit ~~seeks an order of restitution on behalf of all CenturyLink customers, civil penalties, injunctive relief,~~ and ~~costs and fees. Additionally, CenturyLink has received and responded to information requests and inquiries from other states.~~

~~Locate Service Investigations~~

~~In June 2019, Minnesota and Arizona initiated investigations related to the timeliness of responses by~~ certain of ~~our vendors~~the consumer practices claims asserted by state attorneys general. While Lumen Technologies does not agree with allegations raised in these matters, it has been willing to ~~requests for marking the location of underground telecommunications facilities. We, along with CenturyLink and its other subsidiaries are cooperating with the investigations.~~consider reasonable settlements where appropriate.

Other Proceedings, Disputes and Contingencies

From time to time, we are involved in other proceedings incidental to our business, including patent infringement allegations, administrative hearings 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 1 oneor more may go to trial ~~in the coming 24 months~~during 2020 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 described under this heading is not predictable. However, based on current circumstances, we do not believe that the ultimate resolution of these other proceedings, after considering available defenses and any insurance coverage or indemnification rights, will have a material adverse effect on us.

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The matters listed above in this Note do not reflect all of our contingencies. For additional information on our contingencies, see Note ~~15—~~16—Commitments, Contingencies and Other Items to the financial statements included in Item 8 of Part II of our ~~annual report~~Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019. The ultimate outcome of the above-described matters may differ materially from the outcomes anticipated, estimated, projected or implied by us in certain of our statements appearing above in this Note, and proceedings currently viewed as immaterial by us may ultimately materially impact us.

(9) Dividends

From time to time we may declare and pay dividends to our direct parent company, 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 nine months ended September 30, ~~2019~~2020 and ~~2018,~~2019, we declared and paid dividends to QSC of $1.4 billion and $1.1 billion, ~~and $925 million, respectively, to QSC.~~respectively. Dividends paid are reflected on our consolidated statements of cash flows as financing activities.

(10) Other Financial Information

Other Current Assets

The following table presents details of other ~~current~~currents assets reflected in our consolidated balance sheets:


	September 30, 2019		December 31, 2018		September 30, 2020		December 31, 2019
	(Dollars in millions)				(Dollars in millions)
Prepaid expenses	$	49	37	Prepaid expenses	$	49	41
Contract acquisition costs	50		52	Contract acquisition costs	49		50
Contract fulfillment costs	28		27	Contract fulfillment costs	28		28
Other	14		31	Other	7		9
Total other current assets	$	141	147	Total other current assets	$	133	128

(11) Labor Union Contracts

As of September 30, ~~2019,~~2020, approximately ~~42%~~45% of our employees were represented by the Communication Workers of America ("CWA") or the International Brotherhood of Electrical Workers ("IBEW"). During the third quarter of 2019, we reached new agreements with each of the CWA and IBEW, which represented all of the above noted represented employees. Therefore, there are no collective bargaining agreements that are scheduled to expire over the ~~next~~ 12 ~~months.~~month period ending September 30, 2021. We believe relations with our employees continue to be generally good.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context requires otherwise, references in this report to "QC" refer to Qwest Corporation, ~~and~~ references to "Qwest," "we," "us" and "our" refer to Qwest Corporation and its consolidated ~~subsidiaries.~~subsidiaries, and references to "QSC" refer to Qwest Services Corporation.

All references to "Notes" in this Item 2 of Part I refer to the Notes to Consolidated Financial Statements included in Item 1 of Part I of this report.

Certain statements in this report constitute forward-looking statements. See "Special Note Regarding Forward-Looking Statements" appearing at the beginning of this report and "Risk Factors" set forth or referenced in Item 1A of Part III of this report or other of our ~~annual report on Form 10-K for~~filings with the ~~year endedDecember 31, 2018~~SEC for a discussion of certain factors that could cause our actual results to differ from our anticipated results or otherwise impact our business, financial condition, results of operations, liquidity or prospects.

Overview

Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") included herein should be read in conjunction with MD&A and the other information included in our ~~annual report~~Annual Report on Form 10-K for the year ended December 31, ~~2018,~~2019, and with the consolidated financial statements and related notes in Item 1 of Part I of this report. The results of operations for the first nine months of the year are not necessarily indicative of the results of operations that might be expected for the entire year.

We are an integrated communications company engaged primarily in providing an array of communications services to our ~~residential~~business and ~~business~~residential customers. Our specific products and services are detailed in Note 7—Products and Services Revenue of this report.

Our ultimate parent company, CenturyLink, Inc. ~~("CenturyLink"),~~ has cash management arrangements ~~between certain~~with a majority of its subsidiaries that include lines of credit, affiliate obligations, capital contributions and dividends. As part of these cash management arrangements, affiliates provide lines of credit to certain other affiliates. Amounts outstanding under these lines of credit and intercompany obligations vary from time to time. Under these arrangements, the majority of our cash balance is advanced on a daily basis for centralized management by ~~CenturyLink.~~Lumen's service company affiliate. From time to time we may declare and pay dividends to ~~Qwest Services Corporation ("QSC"),~~QSC, our direct parent, using cash owed to us under these advances, which has the net effect of reducing the amount of these advances. We report the balance of these transfers on our consolidated balance sheet as advances to affiliates.

At September 30, ~~2019,~~2020, we served ~~3.1~~approximately 2.8 million broadband subscribers. Our methodology for counting broadband subscribers may not be comparable to those of other companies.

Impact of COVID-19 Pandemic

In response to the safety and economic challenges arising out of the COVID-19 pandemic and in an attempt to mitigate the negative impact on our stakeholders, we have taken over the past several months a variety of steps to ensure the availability of our network infrastructure, to promote the safety of our employees and customers, to enable us to continue to adapt and provide our products and services worldwide to our customers, and to strengthen our communities. These steps have included:

•Lumen Technologies taking the FCC’s “Keep Americans Connected Pledge,” under which we waived certain late fees and suspended the application of data caps and service terminations for non-payment by certain consumer and small business customers through the end of the second quarter of 2020;

•establishing new protocols for the safety of our on-site technicians and customers, including our “Safe Connections” program;

•adopting a rigorous employee work-from-home policy and substantially restricting non-essential business travel;

•continuously monitoring our network to enhance its ability to respond to changes in usage patterns;

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•donating products or services in several of our communities to enhance their abilities to provide necessary support services; and

•taking steps to maintain our internal controls and the security of our systems and data in a remote work environment.

As the pandemic continues, we may revise our responses or take additional steps to adjust to changed circumstances.

Social distancing, business and school closures, travel restrictions and other actions taken in response to the pandemic have impacted us, our customers and our business since March 2020. In particular, as discussed further elsewhere herein, we are tracking pandemic impacts such as: (i) increases in certain revenue streams and decreases in others (including late fee revenue), (ii) increases in allowances for credit losses and overtime expenses and (iii) any delays in our cost transformation initiatives. Thus far, these changes have not materially impacted our financial performance or financial position. This could change, however, if the pandemic intensifies or economic conditions deteriorate. The impact of the pandemic after the third quarter of 2020 will materially depend on additional steps that we may take in response to the pandemic and various events outside of our control, including the length and severity of the health crisis and economic slowdown, actions taken by governmental agencies or legislative bodies, and the impact of those events on our employees, suppliers and customers. For additional information, see the risk factor disclosures set forth or referenced in Item 1A of Part II of this report.

For additional information on the impacts of the pandemic, see the remainder of this item, including "— Liquidity and Capital Resources — Pension and Post-retirement Benefit Obligations."

For the reasons noted in Note 1—Background to our consolidated financial statements in Item 1 of Part I of this report, we believe we have one reportable segment.

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

•

•IP and Data Services, which include primarily VPN data networks, Ethernet, IP and other ancillary services;

•Transport and Infrastructure, which include broadband, private line (including business data services) and other ancillary services;

•Voice and Collaboration, which includes primarily local voice, including wholesale voice, and other ancillary service;

•IT and Managed Services, which include information technology services and managed services, which may be purchased in conjunction with our other network services;

•Regulatory Revenue, which consist of Connect America Fund ("CAF") support payments and other operating revenue. We receive federal support payments from the federal CAF program; and

•Affiliate Services, which are 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.


•	~~Transport and Infrastructure, which include broadband, private line (including business data services) and other ancillary services;~~


•	~~Voice and Collaboration, which includes primarily local voice, including wholesale voice, and other ancillary service;~~


•	~~IT and Managed Services,~~ ~~which include information technology services and managed services, which may be purchased in conjunction with our other network services;~~

•

~~Regulatory Revenue,~~ which consist of Universal Service Fund ("USF") and Connect America Fund ("CAF") support payments and other operating revenue. We receive federal support payments from both federal and state USF programs and from the federal CAF program. 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; and


•	~~Affiliate Services,~~ we provide 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.

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

The following analysis is organized to provide the information we believe will be useful for understanding material trends affecting our business.

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Results of Operations

The following table summarizes the results of our consolidated operations for the three and nine months ended September 30, ~~2019~~2020 and ~~2018:~~2019:


	Three Months Ended September 30,					Nine Months Ended September 30,					Three Months Ended September 30,			Nine Months Ended September 30,
	2019			2018		2019		2018			2020		2019	2020	2019
	(Dollars in millions)										(Dollars in millions)
Operating revenue	$	2,039		2,149		6,145		6,380		Operating revenue	$	1,801	2,011	5,518	6,069
Operating expenses	1,291			1,432		3,887		4,405		Operating expenses	1,184		1,263	3,443	3,811
Operating income	748			717		2,258		1,975		Operating income	617		748	2,075	2,258
Total other expense, net	(105		)	(153	)	(313	)	(393	)	Total other expense, net	(105)		(105)	(300)	(313)
Income before income taxes										Income before income taxes	512		643	1,775	1,945
Income tax expense	166			111		504		322		Income tax expense	133		166	463	504
Net income	$	477		453		1,441		1,260		Net income	$	379	477	1,312	1,441

For a discussion of certain trends that impact our business, see the MD&A discussion of trends impacting ~~CenturyLink's~~Lumen's business included in ~~CenturyLink's~~Lumen's reports filed with the ~~Securities and Exchange Commission ("SEC"),~~SEC, including most recently its Quarterly Report on Form 10-Q for the quarterly period ended September 30, ~~2019.~~2020.

Operating Revenue

The following tables summarize our consolidated operating revenue recorded under each of our six above-described revenue categories:


	Three Months Ended September 30,			% Change
	2020		2019
	(Dollars in millions)
IP and Data Services	$	130	161	(19)	%
Transport and Infrastructure	649		703	(8)	%
Voice and Collaboration	376		397	(5)	%
IT and Managed Services	1		1	—	%
Regulatory Revenue	44		48	(8)	%
Affiliate Services	601		701	(14)	%
Total operating revenue	$	1,801	2,011	(10)	%

Three Months Ended September 30, Increase/
(Decrease) % Change
2019 2018
(Dollars in millions)
IP and Data Services $ 169
155
14
9 %
Transport and Infrastructure 716
739
(23 ) (3 )%
Voice and Collaboration 405
449
(44 ) (10 )%
IT and Managed Services —
1
(1 ) (100 )%
Regulatory Revenue 48
53
(5 ) (9 )%
Affiliate Services 701
752
(51 ) (7 )%
Total operating revenue $ 2,039
2,149
(110 ) (5 )%


	Nine Months Ended September 30,			% Change
	2020		2019
	(Dollars in millions)
IP and Data Services	$	397	446	(11)	%
Transport and Infrastructure	1,957		2,100	(7)	%
Voice and Collaboration	1,151		1,234	(7)	%
IT and Managed Services	2		3	(33)	%
Regulatory Revenue	135		143	(6)	%
Affiliate Services	1,876		2,143	(12)	%
Total operating revenue	$	5,518	6,069	(9)	%

Nine Months Ended September 30, Increase/
(Decrease) % Change
2019 2018
(Dollars in millions)
IP and Data Services $ 467
459
8
2 %
Transport and Infrastructure 2,140
2,215
(75 ) (3 )%
Voice and Collaboration 1,250
1,369
(119 ) (9 )%
IT and Managed Services 2
5
(3 ) (60 )%
Regulatory Revenue 143
161
(18 ) (11 )%
Affiliate Services 2,143
2,171
(28 )
(1 )%
Total operating revenue $ 6,145
6,380
(235 ) (4 )%

Table of Contents

Total operating revenue decreased by ~~$110~~$210 million, or 5%10%, and ~~$235~~$551 million, or 4%9%, respectively, for the three and nine months ended September 30, ~~2019~~2020 as compared to the three and nine months ended September 30, ~~2018.~~2019. The ~~change~~decrease in our operating revenue for both periods was ~~primarily~~ due to decreases in all of our revenue categories driven primarily by decreases in our voice, and collaboration, transport and infrastructure and affiliate services. The decrease in voice and collaboration was due to a continued decline in revenue services from our local voice services. The reduction in transport and infrastructure was attributable to a continued decline inbroadband, private line ~~(including business data services).~~services and Ethernet, as well as affiliate services revenue.

Operating Expenses

The following tables summarize our consolidated operating expenses:


	Three Months Ended September 30,			% Change
	2020		2019
	(Dollars in millions)
Cost of services and products (exclusive of depreciation and amortization)	$	528	602	(12)	%
Selling, general and administrative	128		131	(2)	%
Operating expenses - affiliates	198		186	6	%
Depreciation and amortization	330		344	(4)	%
Total operating expenses	$	1,184	1,263	(6)	%

Three Months Ended September 30, Increase/
(Decrease) % Change
2019 2018
(Dollars in millions)
Cost of services and products (exclusive of depreciation and amortization) $ 630
697
(67 ) (10 )%
Selling, general and administrative 131
172
(41 ) (24 )%
Operating expenses - affiliates 186
203
(17 ) (8 )%
Depreciation and amortization 344
360
(16 ) (4 )%
Total operating expenses $ 1,291
1,432
(141 ) (10 )%


	Nine Months Ended September 30,			% Change
	2020		2019
	(Dollars in millions)
Cost of services and products (exclusive of depreciation and amortization)	$	1,491	1,749	(15)	%
Selling, general and administrative	410		445	(8)	%
Operating expenses - affiliates	557		600	(7)	%
Depreciation and amortization	985		1,017	(3)	%
Total operating expenses	$	3,443	3,811	(10)	%

Nine Months Ended September 30, Increase/
(Decrease) % Change
2019 2018
(Dollars in millions)
Cost of services and products (exclusive of depreciation and amortization) $ 1,825
2,106
(281 ) (13 )%
Selling, general and administrative 445
602
(157 ) (26 )%
Operating expenses - affiliates 600
616
(16 ) (3 )%
Depreciation and amortization 1,017
1,081
(64 ) (6 )%
Total operating expenses $ 3,887
4,405
(518 ) (12 )%

Cost of Services and Products (exclusive of depreciation and amortization)

Cost of services and products (exclusive of depreciation and amortization) decreased ~~$67~~by $74 million, or ~~10%~~12%, and ~~$281~~$258 million, or ~~13%~~15%, respectively, for the three and nine months ended September 30, ~~2019~~2020 as compared to the three and nine months ended September 30, ~~2018.~~2019. The decrease in our cost of services and products (exclusive of depreciation and amortization) for both periods was primarily due to ~~lower~~reductions in salaries and wages and ~~employee related~~employee-related expenses from lower headcount ~~reduced customer premises equipment costs from lower sales, lower voice usage costs and a decline in professional services, which were~~partially offset by increased network related costs due to higher ~~right of way~~project termination, repair and ~~dark fiber expenses.~~maintenance costs.

Selling, General and Administrative

Selling, general and administrative expenses decreased by ~~$41~~$3 million, or ~~24%~~2%, and ~~$157~~$35 million, or ~~26%~~8%, respectively, for the three and nine months ended September 30, ~~2019~~2020 as compared to the three and nine months ended September 30, ~~2018.~~2019. The decrease ~~in our selling, general and administrative expenses~~ for both periods was primarily due to ~~lower~~reductions in salaries and wages and ~~employee related~~employee-related expenses from lower headcount ~~lower contract labor costs~~ and ~~declines in commissions, professional fees,~~lower marketing and advertising ~~insurance and fees, property, other taxes and bad debt expense and an increase in the amount~~expenses.

Table of ~~labor capitalized or deferred. These decreases were partially offset by higher building and network maintenance costs.~~Contents

Operating Expenses - Affiliates

Operating expenses - affiliates increased by $12 million or 6% for the three months ended September 30, 2020 as compared to the three months ended September 30, 2019, primarily due to an increase in the level of services provided to us by our affiliates. Operating expenses - affiliates decreased by ~~$17~~$43 million, or 8%7%, ~~and $16 million, or 3%, respectively,~~ for the ~~three and nine month ended September 30, 2019 as compared to the three and~~ nine months ended September 30, ~~2018.~~2020 as compared to the nine months ended September 30, 2019. The ~~change~~decrease in ~~operating expenses - affiliates for both periods~~this period was primarily due to the decline in the level of services provided to us by our affiliates.

Depreciation and Amortization

The following tables provide details of our depreciation and amortization expense:


	Three Months Ended September 30,			% Change
	2020		2019
	(Dollars in millions)
Depreciation	$	210	211	—	%
Amortization	120		133	(10)	%
Total depreciation and amortization	$	330	344	(4)	%

Three Months Ended September 30, Increase/
(Decrease) % Change
2019 2018
(Dollars in millions)
Depreciation $ 211
216
(5 ) (2 )%
Amortization 133
144
(11 ) (8 )%
Total depreciation and amortization $ 344
360
(16 ) (4 )%


	Nine Months Ended September 30,			% Change
	2020		2019
	(Dollars in millions)
Depreciation	$	620	613	1	%
Amortization	365		404	(10)	%
Total depreciation and amortization	$	985	1,017	(3)	%

Nine Months Ended September 30, Increase/
(Decrease) % Change
2019 2018
(Dollars in millions)
Depreciation $ 613
641
(28 ) (4 )%
Amortization 404
440
(36 ) (8 )%
Total depreciation and amortization $ 1,017
1,081
(64 ) (6 )%

Depreciation expense ~~is impacted~~remained consistent, decreasing by ~~several factors, including~~$1 million for the three months ended September 30, 2020 as compared to the three months ended September 30, 2019. Depreciation expense increased by $7 million, or 1%, for the nine months ended September 30, 2020 as compared to the nine months ended September 30, 2019, primarily due to higher depreciation expense associated with net growth in depreciable assets of $61 million, which was partially offset by the impact of annual rate depreciable life changes ~~in our depreciable cost basis, changes in our estimates~~ of ~~the remaining economic life of certain network assets and the addition of new plant. Depreciation~~$54 million.

Amortization expense decreased by $5$13 million, or 2%10%, and ~~$28~~$39 million, or 4%10%, respectively, for the three and nine months ended September 30, ~~2019~~2020 as compared to the three and nine months ended September 30, ~~2018. The decline in depreciation expense for both periods was primarily due to the impact of annual rate depreciable life changes partially offset by a net increase in depreciable assets.~~

Amortization expense decreased by $11 million, or 8%, and $36 million, or 8%, respectively, for the three and nine months ended September 30, 2019 as compared to the three and nine months ended September 30, 2018.2019. The decrease in amortization expense for both periods was primarily due to the effect of using an accelerated amortization method resulting in an incremental decline in expense ~~each period~~ as the intangible assets amortize.

Other Consolidated Results

The following tables summarize our total other expense, net and income tax expense:


	Three Months Ended September 30,			% Change
	2020		2019
	(Dollars in millions)
Interest expense	$	(69)	(95)	(27)	%
Interest expense - affiliates, net	(18)		(15)	20	%
Other (expense) income, net	(18)		5	nm
Total other expense, net	$	(105)	(105)	—	%
Income tax expense	$	133	166	(20)	%

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Three Months Ended September 30, Change % Change
2019 2018
(Dollars in millions)
Interest expense $ (95 ) (112 ) (17 ) (15 )%
Interest expense - affiliates, net (15 ) (15 ) —
— %
Other income, net 5
(26 ) 31
119 %
Total other expense, net $ (105 ) (153 ) (48 ) (31 )%
Income tax expense $ 166
111
55
50 %


	Nine Months Ended September 30,					Change			% Change				Nine Months Ended September 30,						% Change
	2019			2018							2020					2019
	(Dollars in millions)													(Dollars in millions)
Interest expense	$	(286	)	(350	)		(64	)		(18	)%	Interest expense		$	(219)			(286)		(23)		%
Interest expense - affiliates, net	(46		)	(42	)	4			10	%	Interest expense - affiliates, net		(50)				(46)		9		%
Other income, net	19			(1	)	20			nm
Other (expense) income, net											Other (expense) income, net		(31)				19		nm
Total other expense, net	$	(313	)	(393	)	(80	)		(20	)%	Total other expense, net		$	(300)			(313)		(4)		%
Income tax expense	$	504		322		182			57	%	Income tax expense		$	463			504		(8)		%

nm - Percentages greater than 200% and comparisons between positive and negative values or to/from zero values are considered not meaningful.

Interest Expense

Interest expense decreased by ~~$17~~$26 million, or ~~15%~~27%, and ~~$64~~$67 million, or ~~18%,~~23% for the three and nine months ended September 30, ~~2019~~2020 as compared to the three and nine months ended September 30, ~~2018. The decrease for both periods was~~2019. These decreases were primarily due to (i) the ~~redemption of approximately $1.3~~decrease in average long-term debt from $6.0 billion ~~of senior notes~~to $4.4 billion, and the decrease in ~~the third quarter of 2018. See Note 5—Long-Term Debt and Revolving Promissory Note~~our average interest rate from 6.67% to ~~our consolidated financial statements in Item 1 of Part I of this report and Liquidity and Capital Resources below for additional information about our debt.~~

~~Interest Expense - Affiliates, Net~~

~~Affiliate interest expense remained substantially unchanged~~6.54% for the three months ended September 30, 2019 as compared to the three months ended September 30, ~~2018. Affiliated~~2020, and (ii) the decrease in average long-term debt from $6.0 billion to $5.0 billion and the decrease in our average interest ~~expense increased by $4 million, or 10%~~rate from 6.67% to 6.59%, for the nine months ended September 30, 2019 as compared to the nine months ended September 30, ~~2018.~~2020.

Interest Expense - Affiliates, Net

Affiliated interest expense, net increased by $3 million, or 20%, and $4 million, or 9%, respectively, for the three and nine months ended September 30, 2020 as compared to the three and nine months ended September 30, 2019. The increase in ~~affiliate~~ interest expense - affiliates, net for both periods was primarily due to ~~an increase in~~ the ~~principal balance of~~compounding interest for the ~~note payable - affiliate resulting from the capitalization of interest in Q3 2019.~~Intercompany Note.

Other (Expense) Income, Net

Other (expense) income, net reflects certain items not directly related to our core operations, including interest income, gains and losses from non-operating asset dispositions and components of net periodic pension and post-retirement benefit costs. Other (expense) income, net ~~increased~~changed by ~~$31~~$23 million and ~~$20~~$50 million, respectively, for the three and nine months ended September 30, ~~2019~~2020 as compared to the three and nine months ended September 30, ~~2018.~~2019. The ~~increase~~change in other (expense) income, net for both periods was primarily due to ~~the $34 million~~a loss on the retirement of debt ~~redemption during the third quarter~~and a reduction of ~~2018.~~interest income.

Income Tax Expense

Income tax expense for the three and nine months ended September 30, ~~2019~~2020 was $133 million and $463 million, or effective tax rates of 26.0% and 26.1%, respectively, compared to $166 million and $504 million, or effective tax rates of 25.8%and 25.9%~~, respectively, compared to $111 millionand $322 million, or effective tax rates of 19.7% and 20.4%~~, respectively, for the three and nine months ended September 30, 2018. The change in the effective tax rate for the nine months ended September 30, 2019 was primarily due to favorable accounting elections made in 2018. These positions created a favorable 5.1% impact to the rate for the nine months ended September 30, 2019.

Liquidity and Capital Resources

Overview of Sources and Uses of Cash

We are an indirectly wholly-owned subsidiary of ~~CenturyLink.~~CenturyLink, Inc.. As such, factors relating to, or affecting, ~~CenturyLink's~~Lumen's liquidity and capital resources could have material impacts on us, including impacts on our credit ratings, our access to capital markets and changes in the financial market's perception of us.

~~CenturyLink~~

Table of Contents

Lumen Technologies has cash management arrangements ~~between certain~~with a majority of its subsidiaries that include lines of credit, affiliate advances and obligations, capital contributions and dividends. As part of these cash management arrangements, affiliates provide lines of credit to certain other affiliates. Amounts outstanding under these lines of credit and intercompany obligations vary from time to time. Under these arrangements, the majority of our cash balance is advanced on a daily basis for centralized management by ~~CenturyLink.~~Lumen's service company affiliate. From time to time we may declare and pay dividends to our stockholder, QSC, sometimes in excess of our earnings to the extent permitted by applicable law, using cash owed to us under these advances, which has the net effect of reducing the amount of these advances. Our debt covenants do not currently limit the amount of dividends we can pay to QSC. Given our cash management arrangement with our ultimate parent, CenturyLink, Inc., and the resulting amounts due to us from CenturyLink, Inc., a significant component of our liquidity is dependent upon ~~CenturyLink's~~CenturyLink, Inc.'s ability to repay its obligation to us.

We anticipate that our future liquidity needs will be met through (i) our cash provided by our operating activities, (ii) amounts due to us from ~~CenturyLink,~~Lumen Technologies, (iii) our ability to refinance QC's debt securities at maturity and (iv) capital contributions, advances or loans from ~~CenturyLink~~Lumen Technologies or its affiliates if and to the extent they have available funds or access to available funds that they are willing and able to contribute, advance or loan.

Capital Expenditures

We incur capital expenditures on an ongoing basis in order to enhance and modernize our networks, compete effectively in our markets and expand and improve our service offerings. ~~CenturyLink~~Lumen Technologies evaluates capital expenditure projects based on a variety of factors, including expected strategic impacts (such as forecasted impact on revenue growth, productivity, expenses, service levels and customer retention) and the expected return on investment. The amount of ~~CenturyLink’s~~Lumen’s consolidated capital investment is influenced by, among other things, demand for ~~CenturyLink’s~~Lumen’s services and products, cash flow generated by operating activities, cash required for other purposes and regulatory considerations (such as ~~CenturyLink's~~Lumen's CAF II infrastructure buildout requirements). For more information on ~~CenturyLink’s~~Lumen’s total capital expenditures, please see its annual and quarterly reports filed with the SEC.

For more information on our capital spending, see "Historical Information—Investing Activities" below and Item 1A of Part I of our ~~annual report~~Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019 and Item 1A of Part II of this report.

Debt and Other Financing Arrangements

Subject to market conditions, and to the extent feasible, we expect to continue to issue debt securities, under Qwest Corporation, from time to time in the future primarily to refinance a substantial portion of our maturing debt. The availability, interest rate and other terms of any new borrowings will depend on the ratings assigned to Qwest Corporation by credit rating agencies, among other factors. We have no remaining debt maturities due in ~~2019.~~

the next 12 months excluding finance lease obligations after redeeming the remaining $160 million aggregate principal amount of our 6.625% Notes on October 26, 2020.

As of the date of this report, the credit ratings for Qwest Corporation's senior unsecured debt were as follows:



Agency			Credit Ratings
Standard & Poor's			BBB-
Moody's Investors Service, Inc.			Ba2
Fitch Ratings			BB+

CenturyLink, Inc.'s and Qwest Corporation's credit ratings are reviewed and adjusted from time to time by the rating agencies. For additional information regarding ~~CenturyLink's~~Lumen's and Qwest Corporation's funding arrangements, see "Risk Factors—Risk Related to CenturyLink's Recently-Completed Acquisition of Level 3" and "Risks Affecting Liquidity and Capital Resources" in Item 1A of Part I of our ~~annual report~~Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019 and Item 1A of Part II of this report.

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Term Loan

In 2015, we entered into a ten-year term loan in the amount of $100 million with CoBank, ACB. ~~The outstanding unpaid principal amount of this term loan plus any accrued and unpaid interest is due on February 20, 2025.~~ Interest is paid monthly based upon either the ~~London Interbank Offered Rate (“LIBOR”)~~LIBOR or the base rate (as defined in the credit agreement) plus an applicable margin between 1.50% to 2.50% per annum for LIBOR loans and 0.50% to 1.50% per annum for base rate loans depending on our then current senior unsecured long-term debt rating. At both September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, the outstanding principal balance on this term loan was $100 million.

~~Revolving Promissory Note~~

On ~~September 30, 2017, Qwest Corporation entered into an~~October 23, 2020, we amended and restated ~~revolving promissory note~~this term loan on the terms described in ~~the amount of $965 million with~~Note 5—Long-Term Debt and Note Payable – Subsequent Events.

Note Payable - Affiliate

The Intercompany Note (defined in Note 5) was entered into between Qwest Corporation and an affiliate of our ultimate parent company, CenturyLink, Inc. ~~This note replaced and amended~~, in the ~~original $1.0 billion revolving promissory note Qwest Corporation entered into on April 18, 2012 with the same affiliate.~~amount of $965 million. The outstanding principal balance owed by us under ~~this revolving promissory note~~the Intercompany Note and the accrued interest thereon is due and payable on demand, but if no demand is made, then on June 30, 2022. Interest is accrued on the outstanding balance during an interest period using a weighted average per annum interest rate on the consolidated outstanding debt of CenturyLink, Inc. and its subsidiaries. As of September 30, ~~2019,~~2020, the weighted average interest rate was ~~5.843%~~4.974%. As of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, the ~~amended and restated revolving promissory note and the original revolving promissory note, respectively, are~~Intercompany Note is reflected on our consolidated balance sheets as a current liability under note payable - affiliate. As of September 30, ~~2019, $16~~2020, $14 million of accrued interest is reflected in other current liabilities on our consolidated balance sheets.

For additional information about our indebtedness, see Note 5—Long-Term Debt and ~~Revolving Promissory Note.~~Note Payable - Affiliate.

Dividends

We periodically pay dividends to QSC, our direct parent company. See Note 9—Dividends and the discussion above under the heading "Overview".

Pension and Post-retirement Benefit Obligations

~~CenturyLink~~Lumen Technologies is subject to material obligations under its existing defined benefit pension plans and post-retirement benefit plans. At December 31, ~~2018,~~2019, the accounting unfunded status of ~~CenturyLink's~~Lumen's qualified and non-qualified defined benefit pension plans and qualified post-retirement benefit plans was approximately ~~$1.6~~$1.8 billion and approximately $3.0 billion, respectively. For additional information about ~~CenturyLink's~~Lumen's pension and post-retirement benefit arrangements, see "Critical Accounting Policies and Estimates—Pensions and Post-Retirement Benefits" in Item 7 of ~~CenturyLink's annual report~~Lumen's Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 and see Note ~~10—~~9—Employee Benefits to the consolidated financial statements in Item 8 of Part II of the same report.

A substantial portion of our active and retired employees participate in ~~CenturyLink's~~Lumen's qualified pension plan and post-retirement benefit plans. On December 31, 2014, the Qwest Communications International Inc. ("QCII") pension plan and a pension plan of an affiliate were merged into the CenturyLink Retirement Plan, which was renamed the CenturyLink Combined Pension Plan. Our contributions are not segregated or restricted to pay amounts due to our employees and may be used to provide benefits to other employees of our affiliates. Prior to the pension plan merger, the above-noted employees participated in the QCII pension plan.

Benefits paid by ~~CenturyLink's~~Lumen's qualified pension plan are paid through a trust that holds all of the plan's assets. Based on current laws and circumstances, ~~CenturyLink~~Lumen Technologies does not expect any contributions to be required for their qualified pension plan during ~~2019.~~2020. The amount of required contributions to ~~CenturyLink's~~Lumen's qualified pension plan in ~~2020~~2021 and beyond will depend on a variety of factors, most of which are beyond their control, including earnings on plan investments, prevailing interest rates, demographic experience, changes in plan benefits and changes in funding laws and regulations. ~~CenturyLink~~Lumen Technologies occasionally makes voluntary contributions in addition to required contributions. ~~CenturyLink~~Lumen Technologies does not currently expect to make a voluntary contribution to the trust for its qualified pension plan in ~~2019.~~2020.

Table of Contents

Substantially all of ~~CenturyLink's~~Lumen's post-retirement health care and life insurance benefits plans are unfunded. Several trusts hold assets that have been used to help cover the health care costs of certain retirees. As of December 31, ~~2018,~~2019, assets in the post-retirement trusts had been substantially depleted and had a fair value of ~~$18~~$13 million (a portion of which was comprised of investments with restricted liquidity), which has significantly limited ~~CenturyLink's~~Lumen's ability to continue paying benefits from the trusts; however, ~~CenturyLink~~Lumen Technologies will continue to pay certain benefits through the trusts. Benefits not paid from the trusts are expected to be paid directly by ~~CenturyLink~~Lumen Technologies with available cash.

The affiliate obligations, net in current and noncurrent liabilities on our consolidated balance sheets primarily represents the cumulative allocation of expenses, net of payments, associated with QCII's pension plans and post-retirement benefits plans prior to the plan mergers. In 2015, we agreed to a plan to settle the outstanding pension and post-retirement affiliate obligations, net balance with QCII over a 30 year term. Under the plan, payments are scheduled to be made on a monthly basis. For the nine months ended September 30, ~~2019,~~2020, we made settlement payments of ~~$56~~$54 million to QCII in accordance with the plan. Changes in the affiliate obligations, net are reflected in operating activities on our consolidated statements of cash flows. For ~~2019,~~2020, we expect to make aggregate settlement payments of ~~$79~~$72 million to QCII under the plan.

The capital markets have been volatile during 2020, primarily as a result of uncertainties related to the COVID-19 outbreak. U.S. federal governmental actions to stimulate the economy have significantly impacted interest rates. These events could ultimately affect the funding levels of our pension plans and calculations of our liabilities under our pension and other post-employment benefit plans.

For ~~2019, CenturyLink's~~2020, Lumen's estimated annual long-term rates of return, net of administrative costs, are ~~6.5%~~6% and ~~4.0%~~4% for the pension plan trust assets and post-retirement ~~plans~~plans' trust assets, respectively, based on the assets currently held. However, actual returns could be substantially different.

For additional information, see “Risk Factors—Risks Affecting Our Liquidity and Capital Resources—Adverse changes in the value of assets or obligations associated with CenturyLink’s qualified pension plan could negatively impact CenturyLink’s liquidity, which may in turn affect our business and liquidity” in Item 1A of Part I of our ~~annual report~~Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019 and Item 1A of Part II of this report.

Future Contractual Obligations

For information regarding our estimated future contractual obligations, see the MD&A discussion included in Item 7 of Part II of our ~~annual report~~Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019.

Connect America Fund

As a result of accepting CAF II support payments, we must meet certain specified infrastructure buildout requirements in 13 states ~~over the next several years. In order~~which will obligate us to ~~meet these specified infrastructure buildout requirements, we anticipate~~continue making substantial capital ~~expenditures. See "Capital Expenditures" above.~~expenditures through next year. We cannot provide any assurances that we will be able to timely meet our mandated buildout requirements.

On January 30, 2020, the FCC created the Rural Digital Opportunity Fund (the “RDOF”) which is a new federal support program designed to replace the CAF Phase II program. Through Phase I of the RDOF, the FCC plans to award up to $16.0 billion in support payments over ten years to bring broadband service to certain specified high-cost under-served U.S. markets. The FCC plans to select Phase I support recipients through a multi-round reverse auction. Lumen Technologies is a qualified bidder in that auction, which began on October 29, 2020. Any RDOF Phase I support for any areas awarded to Lumen Technologies will begin January 1, 2022. In accordance with the FCC's January order, Lumen Technologies elected to receive an additional year of CAF Phase II funding in 2021.

For additional information on ~~the FCC's CAF order and the USF program,~~these programs, see (i) "Business—Regulation" in Item 1 of Part I of our ~~annual report~~Annual Report on Form 10-K for the year ended December 31, ~~2018 and see~~2019, (ii) "Risk Factors—Risks Affecting our Liquidity and Capital Resources" in Item 1A of Part I of our ~~annual report~~Annual Report on Form 10-K for the year ended December 31, ~~2018. The FCC released a Notice~~2019 and (iii) Item 1A Part II of ~~Proposed Rulemaking on August 1, 2019 to begin the process~~this report.

Table of developing rules for the Rural Digital Opportunity Fund which is expected to ultimately succeed CAF Phase 2. The content, timing and final implementation rules and the impact on CenturyLink are not known at this time.Contents

Historical Information

The following table summarizes our consolidated cash flow activities:


	Nine Months Ended September 30,					Change			Nine Months Ended September 30,			Change
	2019			2018					2020		2019
	(Dollars in millions)								(Dollars in millions)
Net cash provided by operating activities	$	2,317		2,652		(335	)	Net cash provided by operating activities	$	2,251	2,317	(66)
Net cash used in investing activities	(1,209		)	(367	)	842
Net cash provided by (used in) investing activities								Net cash provided by (used in) investing activities	$	959	(1,209)	2,168
Net cash used in financing activities	(1,110		)	(2,280	)	(1,170	)	Net cash used in financing activities	$	(3,206)	(1,110)	2,096

Operating Activities

Net cash provided by operating activities decreased by ~~$335~~$66 million for the nine months ended September 30, ~~2019~~2020 as compared to the nine months ended September 30, ~~2018~~2019 primarily due to ~~a decrease in deferred revenue~~cash used for accounts payable and reductions of other current liabilities, partially offset by cash flows provided by lower accounts receivable and higher income and other ~~long-term liabilities.~~tax accruals. Cash provided by operating activities is subject to variability period over period as a result of ~~the~~ timing ofdifferences, including with respect to the collection of receivables and payments ~~related to~~of interest expense, accounts payable and bonuses.

Investing Activities

Net cash ~~used in~~provided by (used in) investing activities ~~increased~~changed by ~~$842 million~~$2.2 billion for the nine months ended September 30, ~~2019~~2020 as compared to the nine months ended September 30, ~~2018~~2019 primarily due to ~~an increase~~funds received from affiliates, used to repay our senior notes, which in turn reduced our advances to ~~affiliates.~~affiliates balance.

Financing Activities

Net cash used in financing activities ~~decreased~~increased by ~~$1.2~~$2.1 billion for the nine months ended September 30, ~~2019~~2020 as compared to the nine months ended September 30, ~~2018~~2019 primarily due to ~~the decrease in payments~~repayments of ~~debt during the nine months ended September 30, 2019. In the third quarter of 2018, Qwest Corporation redeemed $1.3 billion of notes payable.~~long-term debt.

See Note 5—Long-Term Debt and ~~Revolving Promissory~~ Note Payable - Affiliate, for additional information on our outstanding debt securities and financing activities.

Other Matters

We are subject to various legal proceedings and other contingent liabilities that individually or in the aggregate could materially affect our financial condition, future results of operations or cash flows. See Note 8—Commitments, Contingencies and Other Items for additional information.

~~CenturyLink~~Lumen Technologies is involved in several legal proceedings to which we are not a party that, if resolved against it, could have a material adverse effect on its business and financial condition. As a wholly owned subsidiary of ~~CenturyLink,~~Lumen Technologies, our business and financial condition could be similarly affected. You can find descriptions of these legal proceedings in ~~CenturyLink's~~Lumen's quarterly and annual reports filed with the SEC. Because we are not a party to any of the matters, we have not accrued any liabilities for these matters.

Market Risk

As of September 30, ~~2019,~~2020, we were exposed to market risk from changes in interest rates on our variable rate long-term debt obligations, amended and restated revolving promissory note and fluctuations in certain foreign currencies. We seek to maintain a favorable mix of fixed and variable rate debt in an effort to limit interest costs and cash flow volatility resulting from changes in rates.

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Management periodically reviews our exposure to interest rate fluctuations and periodically implements strategies to manage the exposure. From time to time, we have used derivative instruments to (i) ~~lock-in or~~ swap our exposure to changing or variable interest rates for fixed interest rates or (ii) to swap obligations to pay fixed interest rates for variable interest rates. As of September 30, ~~2019,~~2020, we had no such instruments outstanding nor held or issued derivative financial instruments for trading or speculative purposes.

We do not believe that there were any material changes to market risks arising from changes in interest rates for the nine months ended September 30, ~~2019,~~2020, when compared to the disclosures provided in our ~~annual report~~Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019.

Certain shortcomings are inherent in the method of analysis presented in the computation of exposures to market risks. Actual values may differ materially from those disclosed by us from time to time if market conditions vary from the assumptions used in the analyses performed. These analyses only incorporate the risk exposures that existed at September 30, ~~2019.~~2020.

Off-Balance Sheet Arrangements

As of September 30, ~~2019,~~2020, we had no special purpose or limited purpose entities that provide off-balance sheet financing, liquidity, or market or credit risk support, and we did not engage in leasing, hedging or other similar activities that expose us to any significant liabilities that are not (i) reflected on the face of the consolidated financial statements, (ii) disclosed in Note ~~15—~~16—Commitments, Contingencies and Other Items to our consolidated financial statements in Item 8 of Part II of our ~~annual report~~Annual Report on Form 10-K for the year ended December 31, ~~2018,~~2019, or in the Future Contractual Obligations table included in Item 7 of Part II of the same report, or (iii) discussed under the heading "Market Risk" above.

Other Information

~~CenturyLink's~~Lumen's and our website is ~~www.centurylink.com~~www.lumen.com. We routinely post important investor information in the "Investor Relations" section of our website at ~~ir.centurylink.com~~ir.lumen.com. The information contained on, or that may be accessed through, our website is not part of this quarterly report. You may obtain free electronic copies of ~~our~~ annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K filed by us or our ultimate controlling stockholder CenturyLink, Inc., and all amendments to those reports, in the "Investor Relations" section of our website (~~ir.centurylink.com~~ir.lumen.com) under the heading "SEC Filings." These reports are available on our website as soon as reasonably practicable after wethey are electronically ~~file them~~filed with the SEC.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Omitted pursuant to General Instruction H(2).

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange ~~Act”~~Act��)) designed to provide reasonable assurance that the information required to be disclosed by ~~the Company~~us in the reports ~~that it files~~we file or ~~furnishes~~furnish under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. These include controls and procedures designed to ensure ~~that~~ this information is accumulated and communicated to ~~the Company’s~~our senior management, including ~~its~~our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management, with the participation of our Chief Executive Officer, Jeff K. Storey, and our Executive Vice President and Chief Financial Officer, Indraneel Dev, evaluated the effectiveness of ~~the Company’s~~our disclosure controls and procedures as of September 30, ~~2019.~~2020. Based on this evaluation, ~~the Company’s~~our Chief Executive Officer and Chief Financial Officer concluded ~~that the Company’s~~our disclosure controls and procedures were ~~not~~ effective, as of September 30, ~~2019, due~~2020, in providing reasonable assurance the information required to be disclosed by us in this report was accumulated and communicated in the material weakness in internal control over financial reporting that was disclosed in our Annual Report on Form 10-K for the fiscal year ended in December 31, 2018 related to the existence and accuracy of our revenue transactions.manner provided above.

~~Remediation Plans~~

As previously described in Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, we began implementing remediation plans to address the material weakness mentioned above. The material weakness will not be considered remediated until we have designed and implemented sufficient process level controls and the applicable controls operate for a sufficient period of time such that management has concluded, through testing, that these controls are operating effectively. Based on our progress to date, we expect that the remediation of the material weakness will be completed as of December 31, 2019.

Changes in Internal Control Over Financial Reporting

There have been no changes in ~~the Company’s~~our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the third quarter of ~~2019~~2020 that have materially affected, or are reasonably likely to materially affect, ~~the Company’s~~our internal control over financial reporting. ~~We currently expect, however, to implement changes in our internal control over financial reporting during the fourth quarter of 2019 in connection with the remediation efforts discussed above.~~

Inherent Limitations of Internal Controls

The effectiveness of our or any system of disclosure controls and procedures is subject to certain limitations, including the exercise of judgment in designing, implementing and evaluating the controls and procedures, the assumptions used in identifying the likelihood of future events and the inability to eliminate misconduct completely. As a result, there can be no assurance that our disclosure controls and procedures will detect all errors or fraud. By their nature, our or any system of disclosure controls and procedures can provide only reasonable assurance regarding management's control objectives.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information contained in Note 8—Commitments, Contingencies and Other Items included in Item 1 of Part I of this report is incorporated herein by reference. The ultimate outcome of the matters described in Note 8 may differ materially from the outcomes anticipated, estimated, projected or implied by us in certain of our statements appearing in such Note, and proceedings currently viewed as immaterial by us may ultimately materially impact us. For more information, see “Risk Factors—Risks Relating to Legal and Regulatory Matters—Our pending legal proceedings could have a material adverse impact on our financial condition and operating results, on the trading price of our securities and on our ability to access the capital markets” in Item 1A of Part I of our ~~annual report~~Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019 and Item 1A of Part II of this report.

ITEM 1A. RISK FACTORS

Our operations and financial results are subject to various risks and uncertainties, which could adversely affect our business, financial condition or future results. ~~In addition~~We urge you to carefully consider (i) the other information set forth in this report, ~~you should carefully consider~~(ii) the risk factors discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019, (iii) the risk factors discussed in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, and (iv) the risk factors discussed in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, which are amended and restated in their entirety below.

An outbreak of disease or similar public health threat, such as the recent COVID-19 pandemic, could have a material adverse impact on our operating results and financial condition

An outbreak of disease or similar public health threat, such as the recent COVID-19 pandemic and its detrimental impact on the worldwide economy, could have a material adverse impact on our operating results and financial condition.

We are vulnerable to the general economic effects of disease outbreaks and similar public health threats. Since the latter half of the first quarter of 2020, the COVID-19 pandemic has caused a sudden and substantial reduction in worldwide economic activity. COVID-19 poses the risk that we or our employees, contractors, suppliers, customers and other business partners may be prevented from conducting business activities at expected levels through established processes for a prolonged period of time, including due to the continuing effects of governmental regulation of permissible social and business activity. Future events regarding the pandemic, which are unpredictable and beyond our control, will ultimately impact our operations and results, including its impact on demand for our products and services and related impacts upon network usage, the ability of our customers to continue to pay us in a timely manner, the impact on other third parties upon which we are materially reliant, impacts on our workforce, impacts upon performance risk under our contracts, and impacts on our supply chains or distribution channels for our products and service. Such future uncertain and unpredictable developments include:

•The duration, extent and severity of the pandemic. The ultimate impact of the pandemic will depend on various medical factors that are currently unknown, including (i) whether, when or to what extent additional outbreaks may arise or return (ii) the effectiveness of current or future mitigation steps, and (iii) whether or when treatments or vaccines will be widely available to improve or stem the pandemic.

•The response of governmental and nongovernmental authorities. Actions taken by governmental and nongovernmental bodies in response to the pandemic have continued to depress economic activity. In the United States and most other countries, these mandates have been issued by state or local officials, which significantly increases the unpredictability and variability of when and how these mandates will be amended, rescinded or reimposed. The pandemic has also led to changes in laws governing the rights of workers and has caused, and may continue to cause, various parties to propose additional changes to laws or regulations, including those governing communications companies.

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•Impacts to economic and market conditions. Continuing uncertainties related to the duration and intensity of the pandemic will likely continue to create substantial disruptions and volatility in global, national, regional and local economies and markets. These disruptions could (i) limit or restrict our ability to conduct normal business activities with customers, vendors, lenders or others with whom we do business, (ii) continue to result in changes in spending patterns or reduced demand for certain of our products and services, (iii) continue to cause us to incur higher credit losses and overtime expenses, (iv) cause us to delay, change or fail to attain our operating, capital spending or transformational plans, (v) result in future changes in tax rates, (vi) increase the risk of litigation and (vii) otherwise render it more difficult or impossible to implement our operational or strategic plans.

•Impacts to Capital Markets. Shortly after COVID-19 began its worldwide spread domestic and worldwide capital markets experienced periods of instability or unpredictability. Legislative bodies and reserve banks have taken various actions in response to the pandemic that have impacted the capital markets, and we expect that these efforts could continue. We and our affiliates are materially reliant upon the capital markets to access funding necessary to refinance our outstanding indebtedness. If the economic disruptions caused by COVID-19 continues to interfere with the operations of the capital markets, our access to cash to refinance our debt or to fund our other cash requirements could be materially adversely affected.

In addition, responding to the continuing pandemic could divert management’s attention from our key strategic priorities, increase costs as we prioritize health and safety matters for our employees and customers, cause us to reduce, delay, alter or abandon initiatives that may otherwise increase our long-term value, increase vulnerability to information technology or cybersecurity related risks as more of our employees work remotely and otherwise continue to disrupt our business operations. Moreover, if the pandemic ultimately materially reduces our cash flows, we may need to re-evaluate our capital allocation plans, especially if increased broadband usage increases our need to invest in our network to remain competitive.

If the pandemic intensifies or economic conditions deteriorate, the adverse impact of the pandemic has on us could become more pronounced in the future and could have a material adverse impact on our operating results and financial condition.

Moreover, to the extent any of these risks and uncertainties adversely impact us in the ways described above or otherwise, they may also have the effect of heightening many of the other risks described under the section entitled “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019, In particular, deterioration of global economic conditions could increase the possibility that we will incur a future goodwill impairment, as discussed in greater detail in Footnote 2 and Item 2 of Part I of this report.

We have taken certain precautions due to the uncertain and evolving situation relating to the spread of COVID-19 that could have a material adverse impact on our operating results and financial condition

The precautionary measures described in this report that we have taken to safeguard our employees and customers could make it more difficult to (i) timely and efficiently furnish products and services to our customers, (ii) devote sufficient resources to our ongoing network, product simplification and cost reduction projects, (iii) efficiently monitor and maintain our network, (iv) maintain effective internal controls (v) mitigate information technology or cybersecurity related risks and (vi) otherwise operate and administer our affairs. As such, these measures ultimately could have a material adverse impact on our operating results and financial condition.

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ITEM 6. EXHIBITS

Exhibits identified in parentheses below are on file with the SEC and are incorporated herein by reference. All other exhibits are provided as part of this electronic submission.



Exhibit Number						Description
31.1*						Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002..
31.2*						Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*						Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*						Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*						Financial statements from the Quarterly Report on Form 10-Q of Qwest Corporation for the period ended September 30, ~~2019,~~2020, formatted in Inline XBRL: (i) the Consolidated Statements of Operations, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Stockholder's Equity and (v) the Notes to the Consolidated Financial Statements.
104*						Cover page formatted as Inline XBRL and contained in Exhibit 101.


*	~~Exhibit filed herewith.~~

* Exhibit filed herewith.

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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on November ~~8, 2019.~~

5, 2020.



			QWEST CORPORATION
			By:			/s/ Eric J. Mortensen
						Eric J. Mortensen Senior Vice President - Controller (Principal Accounting Officer)

3739



	Three Months Ended September 30, 2019					Three Months Ended September 30, 2018
	Acquisition Costs			Fulfillment Costs		Acquisition Costs		Fulfillment Costs
	(Dollars in millions)
Beginning of period balance	$	87		60		89		58
Costs incurred	15			10		29		13
Amortization	(15		)	(8	)	(29	)	(13	)
End of period balance	$	87		62		89		58



	Nine Months Ended September 30, 2019					Nine Months Ended September 30, 2018
	Acquisition Costs			Fulfillment Costs		Acquisition Costs		Fulfillment Costs
	(Dollars in millions)
Beginning of period balance	$	90		57		91		61
Costs incurred	44			29		45		20
Amortization	(47		)	(24	)	(47	)	(23	)
End of period balance	$	87		62		89		58



Leases (millions)	Classification on the Balance Sheet	September 30, 2019
Assets
Operating lease assets	Operating lease assets	$	117
Finance lease assets	Property, plant and equipment, net of accumulated depreciation	16
Total leased assets		$	133

Liabilities
Current
Operating	Other current liabilities	$	29
Finance	Current portion of long-term debt	7
Noncurrent
Operating	Noncurrent operating lease liabilities	90
Finance	Long-term debt	5
Total lease liabilities		$	131

Weighted-average remaining lease term (years)
Operating leases		5.4
Finance leases		4.9
Weighted-average discount rate
Operating leases		6.71		%
Finance leases		5.26		%



	Capital Lease Obligations
	(Dollars in millions)
2019	$	10
2020	6
2021	2
2022	1
2023	1
2024 and thereafter	4
Total minimum payments	24
Less: amount representing interest and executory costs	(5		)
Present value of minimum payments	19
Less: current portion	(12		)
Long-term portion	$	7



	Interest Rates	Maturities	September 30, 2019			December 31, 2018
			(Dollars in millions)
Senior notes	6.125% - 7.750%	2021 - 2057	$	5,956		5,956
Term loan	4.050%	2025	100			100
Finance lease and other obligations	Various	Various	12			21
Unamortized (discounts) premiums, net			—			(1	)
Unamortized debt issuance costs			(115		)	(117	)
Total long-term debt			5,953			5,959
Less current maturities			(7		)	(11	)
Long-term debt, excluding current maturities			$	5,946		5,948
Note payable - affiliate	5.843%	2022	$	1,069		1,008



	Three Months Ended September 30,			Increase/ (Decrease)		% Change
	2019		2018	Increase/ (Decrease)		% Change
	(Dollars in millions)
IP and Data Services	$	169	155	14		9	%
Transport and Infrastructure	716		739	(23	)	(3	)%
Voice and Collaboration	405		449	(44	)	(10	)%
IT and Managed Services	—		1	(1	)	(100	)%
Regulatory Revenue	48		53	(5	)	(9	)%
Affiliate Services	701		752	(51	)	(7	)%
Total operating revenue	$	2,039	2,149	(110	)	(5	)%