Listed below is information on each of our executive officers who are not directors. Unless otherwise indicated, each person has been engaged in the principal occupation shown for more than the past five years. | | |  
| | O. Matthew Beal, age 43; Senior Vice President — Corporate Strategy and Product Development since May 2012, and Chief Technology Officer since 2008; served as Senior Vice President — Product Development and Network Strategy between 2009 and May 2012 and as Vice President — Engineering between 2008 and 2009; prior to joining CenturyLink, worked as a technology officer for over 10 years with several companies, including most recently as Managing Director of Strategy for British Telecom’s design division. | 
| | William E. Cheek,age 57; President — Wholesale Operations since July 1, 2009; served as President — Wholesale Markets for Embarq from 2006 to 2009; served in similar capacities at divisions or affiliates of Sprint Nextel Corporation from 2004 to 2006. | 
| | David D. Cole, age 55;57; Executive Vice President — Controller and Operations Support since May 2013; served as Senior Vice President — Controller and Operations Support; servedSupport from April 2011 to May 2013 and as Senior Vice President — Operations Support sincefrom 1999 and as Controller sinceto April 1, 2011. | 
| | R. Stewart Ewing, Jr., age 61;63; Executive Vice President, and Chief Financial Officer. |
| | Officer and Assistant Secretary. | 
| | Stacey W. Goff, age 47;49; Executive Vice President, General Counsel and Secretary since July2009 and, in addition, Chief Administrative Officer since November 1, 2009;2014; served as Senior Vice President, General Counsel and Secretary prior to then.2009. | 
| | Aamir Hussain, age 47; Executive Vice President, Chief Technology Officer since October 27, 2014; served as Managing Director and Chief Technology Officer for the Europe division at Liberty Global plc from February 2012 to October 2014; served as Senior Vice President and Chief Technology Officer at Covad Communications from October 2008 to February 2012; prior to then he held leadership and technology design roles throughout his career at TELUS Corporation, Qwest, BellSouth Corporation, Samsung Electronics Co. Ltd. and Motorola Solutions Inc. |
| | | 
| | Maxine L. Moreau, age 51;53; Executive Vice President — Global Operations and Shared Services since November 1, 2014; served as Executive Vice President — Network Services from May 2013 to October 2014; served as Senior Vice President — Network Services sincefrom May 2012; served2012 to May 2013, as Senior Vice President, Integration and Process Improvement from 2010 to May 2012, and as Senior Vice President, Centralized Operations, from 2009 to 2010, and as Vice President of Operations from 2006 to 2009.2010. |  
| | Karen A. Puckett,age 52;54; President — Global Markets since November 1, 2014; served as Executive Vice President and Chief Operating Officer from 2009 to October 2014. | 
| | Scott A. Trezise,age 46; Executive Vice President — Human Resources since July 2009;August 2013; served as Senior Vice President — Human Resources for The Shaw Group, Inc. from June 2010 until its acquisition by Chicago Bridge & Iron Company N.V. in February 2013; served as Vice President of Human Resources for Honeywell International Inc. from 2005 to June 2010. | 
| | Girish K. Varma, age 65; President — Global Information Technology Services and New Market Development since November 1, 2014; served as Executive Vice President of Information Technology from 2011 to October 2014; served as Senior Vice President and Chief OperatingInformation Officer from 2002 until July 2009.of Qwest prior to then. |
CORPORATE GOVERNANCE Governance Guidelines Our Board has adopted corporate governance guidelines, which it reviews at least annually. For information on how you can obtain a complete copy of our guidelines, see “— Access to Information” below. Among other things, our corporate governance guidelines provide as follows: Director Qualifications The Board of Directors will have a majority of independent directors. The Nominating and Corporate Governance Committee is responsible for reviewing with the Board, on an annual basis, the requisite skills and characteristics of new Board members as well as the composition of the Board as a whole. The Board expects directors who change the job or responsibility they held when they were elected to the Board to volunteer to resign from the Board. On the terms and subject to the conditions specified in our bylaws, directors will be elected by a majority vote of the shareholders and any incumbent director failing to receive a majority of votes cast must promptly tender his or her resignation to the Board. No director may serve on more than two other unaffiliated public company boards, unless this prohibition is waived by the Board. No director may be appointed or nominated to a new term if he or she would be age 75 or older at the time of the election or appointment. Annually, the Board will determine affirmatively which of our directors are independent for purposes of complying with our corporate governance guidelines and the listing standards of the New York Stock Exchange, or NYSE. A director will not be independent for these purposes unless the Board affirmatively determines that the director does not, either directly or indirectly through the director’s affiliates or associates, have a material commercial, banking, consulting, legal, accounting, charitable, familial or other relationship with the Company or its affiliates, other than as a director. Director Responsibilities The Board periodically reviews our long-term strategic plans and annually holds a multi-day strategic planning session. sessions. Directors are required to hold confidential all non-public information obtained due to their directorship position absent the express permission of the Board to disclose such information. Unless otherwise determined by the Board, when a management director retires or ceases to be an active employee for any other reason, that director will be considered to have resigned concurrently from the Board. Chairman; Lead Outside Director The Board elects a Chairman from among its members. The Chairman may be a director who also has executive responsibilities, including the CEO (an executive chair), or may be one of the Company’s independent directors (a non-executive chair). The Board believes it is in the best interests of the Company for the Board to remain flexible with respect to whether to elect an executive chair or a non-executive chair so that the Board may provide for succession planning and respond effectively to changes in circumstances. The non-management directors meet in executive session at least quarterly. The lead outside director elected by the independent directors may call additional meetings of the non-management directors at any time. At all times during which the Chairman is a non-executive chair, all of the functions and responsibilities of the lead outside director shall be performed by the non-executive chair. CEO Evaluation and Management Succession The Nominating and Corporate Governance Committee conducts an annual review of the CEO’s performance and provides a report of its findings to the Board. The Nominating and Corporate Governance Committee reports periodically to the Board on succession planning. Recoupment of Compensation If the Board or any committee of the Board determines that any bonus, incentive payment, commission, equity award or other compensation awarded to or received by an executive officer was based on any financial or operating result that was impacted by the executive officer’s knowing or intentional fraudulent or illegal conduct, the Board or a Board committeewe may recover from the executive officer the compensation itthe Board or any committee of the Board considers appropriate under the circumstances. Stock Ownership Guidelines We require our executive officers to beneficially own CenturyLink stock equal in market value to specified multiples of their annual base salary. All executive officers have three years from the date they first become subject to a particular ownership level to attain that target. We require our outside directors to beneficially own CenturyLink stock equal in market value to five times their annual cash retainer. Outside directors have five years from their election or appointment date to attain that target. For any year during which an executive or director does not meet his or her ownership target, the executive or director is expected to hold a specified percentage of the CenturyLink stock that the executive or director acquires through our equity compensation programs, excluding shares sold to pay taxes associated with the acquisition thereof. The Compensation Committee administers the guidelines, and may modify their terms and grant hardship exceptions in its discretion. See “Compensation Discussion and Analysis — Our Policies, Processes and Guidelines Related to Executive Compensation — Stock Ownership Guidelines” for information on the executive ownership multiples and the holding percentages currently in effect. Standards of Business Conduct and Ethics All of our directors, officers and employees are required to abide by our long-standing ethics and compliance policies and programs, which include standards of business conduct. Any waiver of our policies, principles or guidelines relating to business conduct or ethics for executive officers or directors may be made only by the Board or one of its duly authorized committees. Other Directors have full access to our officers and employees. Like most other NYSE-listed companies, (i) all of the Board’s standing committees are comprised solely of independent directors, (ii) we provide orientation for new directors, (iii) we maintain a continuing education program for our directors, and (iv) the Board and each committee conducts annual self-reviews. Independence Based on the information made available to it, the Board of Directors has affirmatively determined that each of theour non-management directors with the exception of Mr. Post and Mr. Gephardt, qualifies as an independent director under the standards referred to above under “— Governance Guidelines.” In making these determinations, the Board, with assistance from counsel, evaluated responses to a questionnaire completed by each director regarding relationships and possible conflicts of interest. In its review of director independence, the Board considered all known commercial, banking, consulting, legal, accounting, charitable, familial or other relationships any director may have with us. Some of our directors are employed by or affiliated with companies with which we do business in the ordinary course, either as a service provider, a customer or both. As required under the NYSE listing standards and our Corporate Governance Guidelines,corporate governance guidelines, our Board examined the amountamounts spent by us with those companies and by those companies with us. With the exception of our purchase of consulting services from a company that employs Mr. Gephardt (as discussed further below under “Transactions With Related Parties”), inIn all cases the amountamounts spent under these transactions fell farwell below the thresholdmateriality thresholds established in the NYSE listing standards and in our Corporate Governance Guidelines.corporate governance guidelines. Consequently, our Board concluded that the amounts spent under these transactions did not create a material relationship with us that would interfere with the exercise of independent judgment by any of these directors other than Mr. Gephardt.directors. Committees of the Board During 2012,2014, the Board of Directors held ten meetings, including a two-day strategic planning session.nine meetings. During 2012,2014, the Board’s Audit Committee held eight meetings. The Audit Committee is currently composed of four independent directors, all of whom the Board has determined to be audit committee financial experts, as defined under the federal securities laws. The Audit Committee’s functions are described further below under “Audit Committee Report.” The Board’s Compensation Committee met sevensix times during 2012.2014. The Compensation Committee is currently composed of fivefour directors, all of whom qualify as “non-employee directors” under Rule 16b-3 promulgated under the Securities Exchange Act of 1934 and all of whom, other than Harvey P. Perry, qualify as “outside directors” under Section 162(m) of the Internal Revenue Code. The Compensation Committee is described further below under “Compensation Discussion and Analysis.Analysis — Our Policies, Processes and Guidelines Related to Executive Compensation — Our Compensation Decision-Making Process — Role of Compensation Committee.” The Board’s Nominating and Corporate Governance Committee (which we refer to below as the “Nominating Committee”) met four times during 2012.2014. The Nominating Committee is responsible for, among other things, (i) recommending to the Board nominees to serve as directors and officers, (ii) monitoring the composition and size of the Board and its committees, (iii) periodically reassessing our corporate governance guidelines described above, (iv) leading the Board in its annual review of the Board’s performance, (v) reviewing shareholder proposals and making recommendations to the Board regarding how to respond, and (vi) reviewing annuallyconducting an intensive annual review of the performance of our Chief Executive Officer’s performance,Officer, including interviewing each of our other senior officers, and (vii) reporting to the Board on succession planning for senior executive officers and appointing an interim CEO if the Board does not make such an appointment within 72 hours of the CEO dying or becoming disabled. For information on the director nomination process, see “— Director Nomination Process” below. The Board also maintains a Risk Evaluation Committee, which met four times during 2012. The Risk Evaluation2014. This Committee is described further below under the heading “— Risk Oversight.” Each of the committees listed above is composed solely of independent directors under the standards referred to above under “— Governance Guidelines.” The table below lists the Board’s standing committees and their membership: | | | | | | | | | Outside Director(1) | | Audit Committee
Member | | Compensation
Committee
Member(2) | | Nominating and
Corporate
Governance
Committee
Member | | Risk Evaluation
Committee
Member | Virginia Boulet | | | | ü | | Chair | | | Peter C. Brown | | ü | | | | | | ü | W. Bruce Hanks | | Chair | | | | | | ü | Gregory J. McCray | | | | ü | | ü | | ü | C. G. Melville, Jr. | | | | | | ü | | Chair | Fred R. Nichols
| | | | ü | | ü | | | William A. Owens | | | | ü | | ü | | | Harvey P. Perry | | | | ü | | | | ü | Michael J. Roberts | | ü | | | | | | | Laurie A. Siegel | | | | Chair | | | | | Joseph R. Zimmel | | ü | | | | | | |
| (1) | Glen F. Post, III does not serve on any board committees, other than the Special Pricing Committee described below. Richard A. Gephardt does not serve on any board committees. |
(2) | The Compensation Committee maintains an Incentive Awards Subcommittee comprised of Ms. Boulet, Mr. Nichols, Adm. Owens and Ms. Siegel. |
If you would like additional information on the responsibilities of the committees listed above, please refer to the committees’ respective charters, which can be obtained in the manner described below under “— Access to Information.” The Board has also established a Special Pricing Committee that has authority to approve the terms and offering prices of any CenturyLink securities sold pursuant to our outstanding shelf registration statement. Thisad hoc committee is comprised of Peter C. Brown, W. Bruce Hanks, Glen F. Post, III and Joseph R. Zimmel. During 2012,2014, all of our directors attended at least 75% of the aggregate number of all board meetings and all meetings of board committees on which they served. In addition, each of our current directors then in office attended the 20122014 annual shareholders’ meeting, other than one director who could not attend due to health issues and another who had a pre-existing scheduling conflict.meeting. Director Nomination Process General. Nominations for the election of directors at our annual shareholders’ meetings may be made by the Board (upon the receipt of recommendations of the Nominating Committee) or by any shareholder of record who complies with our bylaws. Under our bylaws, any shareholder of record interested in making a nomination generally must deliver written notice to the Company’s Secretary not more than 180 days and not less than 90 days in advance of the first anniversary of the preceding year’s annual shareholders meeting.which are summarized below. For the meeting this year, the Board has nominated the eight12 nominees listed above under “Election of Directors” to stand for election as directors, and no shareholders submitted any nominations. For further information on deadlines for submitting nominations for our 2014 annual shareholders meeting,procedures governing the submission of shareholder proposals, see “— Bylaw Requirements” and “Other Matters — Deadlines for Submitting Shareholder Nominations and Proposals for the 20142016 Annual Meeting — Other Proposals and Nominations.Meeting.” Bylaw Requirements. If timely notice is provided, our bylaws permit shareholders to nominate a director or bring other matters before a shareholders’ meeting. The written notice required to be sent by any shareholder nominating shareholdera director must include various information, including, as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is being made, (i) the name age, business address and residential address of the nominatingsuch shareholder, any such beneficial owner, and any other personparties affiliated, associated or acting in concert with such shareholder,therewith, (ii) a representation that the nominating shareholder is a record holder oftheir beneficial ownership interests in our Voting Shares, and intendsincluding disclosure of arrangements that might cause such person’s voting, investment or economic interests in our Voting Shares to make his nomination in person,differ from those of our other shareholders, (iii) certain additional information concerning such parties required under the federal proxy rules, (iv) a description of all agreements with respect to the nomination among the nominating shareholder, any beneficial owner, any person acting in concert with him,them, each proposed nominee and certain other persons, and (v) a representation whether any othersuch person pursuantintends to which the nominationsolicit proxies or nominations arevotes in support of their proposed nominees. With respect to be made and (iv) various biographical information about each proposed nominee, including principal occupation, holdings of Voting Shares and other information required to be disclosed in our proxy statement. Thethe written notice must also, be accompanied byamong other things, (i) set forth biographical and other data required under the written consentfederal proxy rules and a description of various compensation or other arrangements or relationships between each proposed nominee and the nominating shareholder and its affiliated parties and (ii) furnish both a completed and duly executed questionnaire and a duly executed agreement designed to servedisclose various aspects of the proposed nominee’s background, qualifications and certain specified arrangements with other persons, as a director if elected,well as to receive the proposed nominee’s commitment to abide by certain specified agreements and an affidavit certifying that each proposed nominee meets the qualifications for service specified in the bylaws and summarized below.undertakings. We may require a proposed nominee to furnish other reasonable information or certifications. Shareholders interested in bringing before a shareholders’ meeting any matter other than a director nomination should consult our bylaws for additional procedures governing such requests. We may disregard any nomination or submission of any other matter that fails to comply with these bylaw procedures. In addition, our bylaws provide that under certain circumstances a shareholder or group of shareholders may include director candidates that they have nominated in our annual meeting proxy materials. These proxy access provisions of our bylaws provide, among other things, that a shareholder or group of up to ten shareholders seeking to include director candidates in our annual meeting proxy materials must own 3% or more of our outstanding Common Shares continuously for at least the previous three years. The number of shareholder-nominated candidates appearing in any of our annual meeting proxy materials cannot exceed 20% of the number of directors then serving on the Board. If 20% is not a whole number, the maximum number of shareholder-nominated candidates would be the closest whole number below 20%. Based on the current Board size of 12 directors, the maximum number of proxy access candidates that we would be required to include in our proxy materials for an annual meeting is two. The nominating shareholder or group of shareholders also must deliver the information required by our bylaws, and each nominee must meet the qualifications required by our bylaws. Shareholder requests to nominate directors or to bring any other matter before our 2016 annual shareholders’ meeting, whether or not they wish to include their candidate or proposal in our proxy materials, must be received by our Secretary by the deadlines specified in “Other Matters — Deadlines for Submitting Shareholder Nominations and Proposals for the 2016 Annual Meeting.” The summaries above of the advance notification and proxy access provisions of our bylaws are qualified in their entirety by reference to the full text of Section 5 of Article IV of our bylaws. You may obtain a full copy of our bylaws by reviewing our reports filed with the SEC, by accessing our website at www.centurylink.com, or by contacting our Secretary in the manner specified below under “Other Matters.” Role of Nominating Committee.The Nominating Committee will consider candidates nominated by shareholders in accordance with our bylaws. Upon receipt of any such nominations, the Nominating Committee will review the submission for compliance with our bylaws, including determining if the proposed nominee meets the bylaw qualifications for service as a director. These provisions disqualify any person who (i) fails to respond satisfactorily to any inquiry for information to enable us to make certifications required by the Federal Communications Commission under the Anti-Drug Abuse Act of 1988, or who(ii) has been arrested or convicted of certain specified drug offenses or engaged in actions that could lead to such an arrest or conviction.conviction or (iii) fails to furnish any materials or agreements required to be provided by director nominees under our bylaws, or makes false statements or materially misleading statements or omissions in connection therewith. In the past, the Nominating Committee has considered director candidates suggested by Nominating Committee members, other directors, senior management and shareholders. In connection with our July 1, 2009 merger with Embarq, we added to our Board seven directors who previously served as directors of Embarq, four of whom continue to serve. Similarly, in connection with our April 1, 2011 merger with Qwest, we added to our Board four directors who previously served as directors of Qwest, one of whom continues to serve. During the several years preceding the Embarq merger, the Nominating Committee retained, on an as-needed basis, national search firms to help identify potential director candidates, including three directors added to the Board between 2003 and 2005. The Nominating Committee may retain search firms from time to time in the future to help identify additional director candidates. With respect to this year’s meeting, all of the nominees are incumbent directors with several years of prior service on our Board orBoard. As discussed further under “— Waiver of Governance Requirements,” the boardNominating Committee has initiated the process of Embarq.identifying candidates to replace vacancies expected to arise in 2016. Under our corporate governance guidelines, the Nominating Committee assesses director candidates based on their independence, diversity, character, skills and experience in the context of the needs of the Board. Although the guidelines permit the Nominating Committee to adopt additional selection guidelines or criteria, it has chosen not to do so. Instead, the Nominating Committee annually assesses skills and characteristics then required by the Board based on its membership and needs at the time of the assessment. In evaluating the needs of the Board, the Nominating Committee considers the qualificationqualifications of incumbent directors and consults with other members of the Board and senior management. In addition, the Nominating Committee seeks candidates committed to representing the interests of all shareholders and not any particular constituency. The Nominating Committee believes this flexible approach enables it to respond to changes caused by director retirements and industry developments. In connection with assessing the needs of the Board, the Nominating Committee has sought individuals who possess skill and experience in a diverse range of fields. The Nominating Committee also has sought a mix of individuals from inside and outside of the communications industry. The table above listing biographical data about our directors includes a listing of the key qualifications, experiences and skills that the Nominating Committee and Board reviewed in connection with nominating or re-nominating them for service on the Board. In light of our current business and operations, we believe the following skills and experience are particularly important: senior leadership experience industry or technical expertise financial, accounting or capital markets expertise public company board experience business combination or investment banking experience brand marketing expertise government, labor or human resources expertise international business experience In connection with determining the current composition of the Board, the Nominating Committee has assessed the diverse range of skills and experience of our directors outlined above, coupled with the judgment that each has exhibited and the knowledge of our operations that each has acquired in connection with their service on the Board. Over the past year, the Board elected to continue to retain the services of two directors who experienced recent changes in their principal occupation. In connection with doing so, the Board acted upon the recommendation of the Nominating Committee and considered the expertise and contributions of both directors. Although it does not have a formal diversity policy, the Nominating Committee believes that our directors possess a diverse range of backgrounds, perspectives, skills and experiences. Although we do not have a history of receiving director nominations from shareholders, the Nominating Committee envisions that it would evaluate any such candidate on the same terms as other proposed nominees, but would place a substantial premium on retaining incumbent directors who are familiar with our management, operations, business, industry, strategies and competitive position, and who have previously demonstrated a proven ability to provide valuable contributions to the Board and CenturyLink. Compensation Setting Process
The Compensation Committee hires consulting firms to assist it in setting executive and director compensation. In late 2010, the Committee retained Hay Group, following a nationwide search to replace PricewaterhouseCoopers LLC, which advised the Committee for the previous six years. For additional information on the processes used by the Committee to set executive compensation, see “Compensation Discussion and Analysis.Analysis — Our Policies, Processes and Guidelines Related to Executive Compensation.” Risk Oversight Our Board oversees our Company’s risk management function, which is a coordinated effort among our business units, our senior leadership, our risk management personnel and our internal audit department.auditors. Our directors typically discharge their risk oversight responsibilities by having management provide periodic briefing and information sessions. In some cases, including major new acquisitions, capital expenditures or strategic investments, the full Board participates in risk oversight. In most cases involving recurring systemic risk, a Board committee is primarily responsible for risk oversight. For many years, our Board has maintained a Risk Evaluation Committee, which is responsible for assisting management to identify, monitor, and manage recurring risks to our business, properties and employees. The Risk Evaluation Committee regularly monitors our litigation, andcybersecurity initiatives, enterprise risk assessments, network operations, systems integration initiatives, insurance coverages and the status of our labor relations, and is also responsible for overseeing our ethics and compliance program. The Board’s other committees are responsible for overseeing specific risks, particularly the Audit Committee with respect to financial, tax and accounting risks and the Compensation Committee with respect to compensation risks. For a discussion of the Compensation Committee’s risk analysis, see “Compensation Discussion and Analysis — Our Policies, Processes and Guidelines Related to Executive Compensation — Our Compensation Decision-Making Process — Risk Assessment.” The Board regularly receives reports from each of these committees, and periodically receives enterprise risk managementassessment reports from management. Top Leadership Positions and Structure Admiral William A. Owens serves as our non-executive Chairman and lead outside director. As explained further on our website, you may contact Adm. Owens by writing a letter to the Chairman and Lead Outside Director, c/o Post Office Box 5061, Monroe, Louisiana 71211, or by sending an email toboardinquiries@centurylink.com. boardinquiries@centurylink.com. As indicated above, the non-management directors meet in executive session at least quarterly. Adm. Owens was appointed as our Chairman and lead outside director on July 1,in 2009, in connection with our acquisition of Embarq. Prior to July 1, 2009,then, Adm. Owens served as chairman of Embarq, and, prior to that, as the chief executive of a communications equipment provider and a satellite company. We believe Adm. Owens’ service as our Chairman has facilitated the post-merger integration of the management and operations of CenturyLink and Embarq. The Board believes that the separation of the Chairman and CEO positions has functioned effectively over the past several years. Separating these positions allowshas allowed our CEO to have primary responsibility for the operational leadership and strategic direction of our business, while allowing our Chairman to lead the Board in its fundamental role of providing guidance to and independent oversight of management. While our by-lawsbylaws and corporate governance guidelines do not require our Chairman and CEO positions to be separate, the Board believes that delegating responsibilities between Adm. Owens, as Chairman, and Mr. Post, as CEO, ishas been the appropriate leadership structure for our Company at this time.over the past six years, which have been marked by rapid growth in our operations and a substantial change in our product offerings. Our Board however, periodically reviews its leadership structure and may make such changes in the future as it deems appropriate. The Board believes that its programs for overseeing risk would be effective under a variety of top leadership structures, and, accordingly, this factor has not materially affected its current choice of structure. Waivers of Governance Requirements
Members of our Board are subject to certain age and service limitations set forth in our Corporate Governance Guidelines, which, among other things, prohibitcorporate governance guidelines, including a director fromprohibition against serving on more than two additional unaffiliated public company boards. In addition to serving on our Board, Richard A. Gephardt and William A. Owens serve on the board of directors of more than two unaffiliated public companies. In connection with appointing both of them to the Board, the Board waived compliance by each of them with the above-described service limitation, subject to the understanding that this waiver permits such individuals to serve only on the boards of the unaffiliated companies on which they were then serving, unless and until the individual is permitted to accept a new directorship under our Corporate Governance Guidelinescorporate governance guidelines then in effect due to any future reductions in the number of the individual’s directorships, any future changes in such guidelines, or any future additional waivers granted by the Board. Our director retirement policy limits any director from being nominated for a new term if he or she would be age 75 or older at the time of the election. While we have routinely applied this policy to prior director retirements, our Board reserves the ability to manage application of the policy to minimize its effect on the continuity and effectiveness of our Board. With those considerations in mind, in early 2015 our Board granted a one-time, one-year waiver from the director age limitation to permit Adm. Owens to serve as Chairman for one more annual term. Adm. Owens would have reached age 75 shortly before the meeting and, absent the waiver, would have been ineligible for nomination to serve an additional one-year term. Among the factors the Board considered in deferring application of the policy until 2016 with respect to Adm. Owens was the Board’s desire to address through a single process the vacancy created by Adm. Owens’ retirement along with the vacancies that will be created by the retirement of two additional directors in 2016. The Company also believes that Adm. Owens’ service as Chairman over the last six years uniquely qualifies him to assist the Board in identifying and on-boarding new directors. Our director retirement policy remains in effect and our Nominating Committee has initiated the process of identifying candidates to join our Board as these retirements take effect in 2016. As has been its practice, the Board continues to retain the discretion to manage future application of that policy to ensure the on-going effectiveness of our Board. For additional information on our Governance Guidelines, see “— Governance Guidelines — Director Qualifications.” Access to Information The following documents are posted on our website at www.centurylink.com: Amended and restated articles of incorporation Corporate governance guidelines Charters of our Board committees Corporate ethics and compliance program documents, including the CenturyLink Code of Conduct. RATIFICATION OF THE SELECTION OF THE INDEPENDENT AUDITOR (Item 2 on Proxy or Voting Instruction Card) The Audit Committee of the Board has appointed KPMG LLP as our independent auditor for the fiscal year ending December 31, 2013,2015, and we are submitting that appointment to our shareholders for ratification on an advisory basis at the meeting. Although shareholder ratification of KPMG’s appointment is not legally required, we are submitting this matter to the shareholders, as in the past, as a matter of good corporate practice. In determining whether to reappoint KPMG as our independent auditor, the Audit Committee considered a number of factors, including, among others, the firm’s qualifications, industry expertise, prior performance, control procedures, proposed staffing and the reasonableness of its fees on an absolute basis and as compared with fees paid by comparable companies. If the shareholders fail to vote on an advisory basis in favor of the appointment, the Audit Committee will reconsider whether to retain KPMG, LLP, and may appoint that firm or another without re-submitting the matter to the shareholders. Even if the shareholders ratify the appointment, the Audit Committee may, in its discretion, select a different independent auditor at any time during the year if it determines that such a change would be in the Company’s best interests. In connection with selecting the independent auditor, the Audit Committee reviews the auditor’s qualifications, control procedures, cost, proposed staffing, prior performance and other relevant factors. In connection with the audit of the 20132015 financial statements, we entered into an engagement letter with KPMG LLP which sets forth the terms by which KPMG will provide audit services to us. Any future disputes between KPMG and us under that letter will be subject to certain specified alternative dispute resolution procedures.procedures, none of which are intended to restrict the remedies that our shareholders might independently pursue against KPMG. The following table lists the aggregate fees and costs billed to us by KPMG and its affiliates for the 20112013 and 20122014 services identified below: | | | | Amount Billed | | | Amount Billed | | | | | 2011 | | | 2012 | | | 2013 | | | 2014 | | Audit Fees(1) | | $ | 9,782,527 | | | $ | 8,756,591 | | | $ | 9,310,003 | | | $ | 8,900,049 | | Audit-Related Fees(2) | | | 654,546 | | | | 114,903 | | | | 340,434 | | | | 320,117 | | Tax Fees(3) | | | 626,628 | | | | 499,865 | | | | 2,483,641 | | | | 1,013,633 | | Other | | | — | | | | — | | | | 309,047 | | | | — | | | | | | | | | | | | | | | Total Fees | | $ | 11,063,701 | | | $ | 9,371,359 | | | $ | 12,443,125 | | | $ | 10,233,799 | | | | | | | | | | | | | | |
| (1) | Includes the cost of (i) services rendered in connection with (i) auditing our annual consolidated financial statements, (ii) auditing our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, (iii) reviewing our quarterly financial statements, (iv) auditing the financial statements of several of our telephone subsidiaries, (v) services rendered in connection with reviewing our registration statements and issuing related comfort letters, (vi) statutory audits for certain of our foreign subsidiaries, and (vii) consultations regarding accounting standards. |
| (2) | Includes the cost of auditing our benefit plans, preparing “agreedagreed upon procedures”procedures reports and providing general accounting consulting services. |
| (3) | Includes costs associated with (i) assistance in preparing income tax returns and related matters (which were approximately $234,000$99,000 in 20112013 and $24,000$123,000 in 2012),2014) and (ii) assistance with various tax audits (which were $0 in 2011 and approximately $16,000 in 2012), (iii) assistance with our acquisition of Qwest (which were approximately $67,000 in 2011 and $0 in 2012), and (iv) general tax planning, consultation and compliance (which were approximately $325,000$2,385,000 in 20112013 and $460,000$891,000 in 2012)2014). |
| (4) | Reflects professional services provided in 2013 in connection with a system assessment project. |
The Audit Committee maintains written procedures that require it to annually review and pre-approve the scope of all services to be performed by our independent auditor. This review includes an evaluation of whether the provision of non-audit services by our independent auditor is compatible with maintaining the auditor’s independence in providing audit and audit-related services. The Committee’s procedures prohibit the independent auditor from providing any non-audit services unless the service is permitted under applicable law and is pre-approved by the Audit Committee or its Chairman. The Chairman is authorized to pre-approve projects expected to cost no more than $75,000,$100,000, provided the total cost of all projects pre-approved by the Chairman during any fiscal quarter does not exceed $125,000.$150,000. The Audit Committee has pre-approved the Company’s independent auditor to provide up to $75,000 per quarter of miscellaneous permitted tax services that do not constitute discrete and separate projects. The Chairman and the Chief Financial Officer are required periodically to advise the full Committee of the scope and cost of services not pre-approved by the full Committee. Although applicable regulations waive these pre-approval requirements in certain limited circumstances, the Audit Committee did not use these waiver provisions in either 20112013 or 2012.2014. KPMG has advised us that one or more of its partners will be present at the meeting. We understand that these representatives will be available to respond to appropriate questions and will have an opportunity to make a statement if they desire to do so. Ratification of KPMG’s appointment as our independent auditor for 20132015 will require the affirmative vote of the holders of at least a majority of the Voting Shares present or representedvotes cast at the meeting. The Board unanimously recommends a vote FOR this proposal. AUDIT COMMITTEE REPORT Management is responsible for our internal controls and financial reporting process. Our independent auditor is responsible for performing an independent audit of our consolidated financial statements and the effectiveness of our internal control over financial reporting, and to issue reports thereon. As more fully described in its charter, the Audit Committee is responsible for assisting the Board in its general oversight of these processes and for appointing and overseeing the independent auditor.auditor, including reviewing their qualifications, independence and performance. In this context, the Committee has met and held discussions with management and our internal auditors and independent auditor for 2012,2014, KPMG LLP. Management represented to the Committee that our consolidated financial statements were prepared in accordance with generally accepted U.S. accounting principles. The Committee has reviewed and discussed with management and KPMG the consolidated financial statements, and management’s report and KPMG’s report and attestation on internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. The Committee also discussed with KPMG matters required to be discussed by Statement on Auditing StandardsStandard No. 61,16,Communications with Audit Committees. Among other matters, over the course of the past year, the Committee also: reviewed the scope of and overall plans for the annual audit and the internal audit program, including a review of critical accounting policies, critical accounting estimates, and significant unusual transactions; reviewed a report by the independent auditor describing the independent auditor’s internal quality control procedures; reviewed the performance of the lead engagement partner of our independent auditor and reviewed and approved the selection of a new lead engagement partner for 2015 as amended.a result of partner rotation requirements; reviewed and discussed each quarterly and annual earnings press release before issuance; received periodic reports from the director of internal audit, and met with other members of the internal audit staff; received periodic reports pursuant to our policy for the submission and confidential treatment of communications from employees and others about accounting, internal controls and auditing matters; reviewed with management the scope and effectiveness of our disclosure controls and procedures; met quarterly in separate executive sessions, including private sessions with the Company’s independent auditors, internal auditors and top executives; received a report with regard to any hiring of former employees of KPMG; and as discussed in greater detail under “Corporate Governance — Risk Oversight,” coordinated with the Risk Evaluation Committee to oversee the Company’s risk management function, especially with respect to the financial, tax and accounting risks. KPMG also provided to the Committee the written disclosures required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with audit committees concerning independence. The Committee discussed with KPMG that firm’s independence, and considered the effects that the provision of non-audit services may have on KPMG’s independence. Based on and in reliance upon the reviews and discussions referred to above, and subject to the limitations on the role and responsibilities of the Committee referred to in its charter, the Committee recommended that the Board of Directors include the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2012.2014. In addition to the Company’s corporate compliance program and hotline, the Audit Committee has established procedures for the receipt and evaluation, on a confidential basis, of any complaints or concerns regarding our accounting, auditing, financial reporting or related matters. To report such matters, please send written correspondence to Audit Committee Chair, c/o Post Office Box 4364, Monroe, Louisiana 71211. If you would like additional information on the responsibilities of the Audit Committee, please refer to its charter, which you can obtain in the manner described above under “Corporate Governance — Access to Information.” Submitted by the Audit Committee of the Board of Directors. | | | | W. Bruce Hanks (Chair) | | Peter C. Brown | Michael J. Roberts | | Joseph R. Zimmel |
ADVISORY VOTE ON PROPOSAL TO APPROVE THE CENTURYLINK 2015
EXECUTIVE COMPENSATIONOFFICER SHORT-TERM INCENTIVE PLAN (Item 3 on Proxy or Voting Instruction Card) Our Board has adopted the CenturyLink 2015 Executive Officer Short-Term Incentive Plan (the “Plan”), subject to shareholder approval at the meeting. The Plan is designed to provide financial incentives to executive officers to make significant, objectively measurable contributions to our overall performance and growth. As a key component of our executive compensation program, the Plan is intended to strengthen our ability to attract and retain members of the executive officer group. We propose to pay annual incentive bonuses to our executive officers for 2015 and future years under the Plan. The principal features of the Plan are summarized below. This summary is qualified in its entirety, however, by reference to the full text of the Plan, which is attached to this proxy statement asAppendix A. Purpose of the Proposal Under Section 162(m) of the Internal Revenue Code, we may not deduct more than $1 million per year for compensation paid to our Chief Executive Officer or our next three most highly-compensated executive officers (other than our Chief Financial Officer). However, Section 162(m) provides an exclusion from the $1 million per officer tax-deductible limitation for qualified performance-based compensation that satisfies certain requirements, including shareholder approval. We are submitting the Plan for shareholder approval to qualify the annual incentive bonus to be paid to each participating executive officer under the Plan as performance-based compensation excluded from the Section 162(m) limitation. The Plan is substantially similar to our predecessor plan, the 2010 Executive Officer Short-Term Incentive Plan, which was in effect from January 1, 2010 until December 31, 2014. Section 162(m) requires that shareholders re-approve at least every five years any plan, such as the attached Plan, that permits a company’s compensation committee to select performance goals from a list of previously-approved goals. Terms of the Plan Administration of the Plan. If approved at the meeting, the Plan will be generally administered by the Compensation Committee, or a subcommittee thereof (which we collectively refer to as the Committee), of the Board of Directors, which will have the power to designate participants, establish performance goals and objectives, adopt appropriate regulations, certify as to the achievement of performance goals, and make all determinations necessary for the administration of the Plan. Eligibility. Any executive officer may be designated by the Committee as a participant in the Plan for any year. At the time of the meeting, we expect to have nine executive officers eligible to be designated as participants. The Plan provides that the Committee will designate prior to March 31 of each year the executive officers of the Company who will participate in the Plan that year. Executive officers who are not named as participants in the Plan will participate in other short-term incentive plans of the Company similar to the Plan but which may include a discretionary component based on individual performance. Incentive Bonus. Under the Plan, each participant will be eligible to be paid an incentive bonus based on the achievement of pre-established quantitative performance goals. The Committee plans to establish the performance goals for each year prior to March 31. The Committee will set the range of potential bonus awards for each participant, usually stated as a percentage of the participant’s base salary. If using more than one performance goal, the Committee will determine the relative weight given each goal. The amount of any bonus will be objectively determinable, as the participant’s actual bonus will depend upon whether or not the degree to which the performance goal or goals are achieved. The performance goal or goals for each year will be based upon one or more of the following criteria relating to the Company or one or more of our divisions, subsidiaries or lines of business: return on equity, cash flow, assets or investment; share price (including, but not limited to, growth measures and shareholder return); target levels of revenues, operating income, cash flow (including, but not limited to, operating cash flow and free cash flow), cash provided by operating activities, earnings or earnings per share; customer growth; customer satisfaction; or an economic value added measure. The Committee’s selection of performance criteria from this list and the targets the Committee chooses to assign to such selected performance criteria may vary among participants and across performance periods. For any performance period, the performance goals may be measured on an absolute basis or relative to a group of peer companies selected by the Committee, relative to internal goals or industry benchmarks, or relative to levels attained in prior years. Performance measurements will be adjusted as specified under the Plan to exclude the effect of non-recurring transactions and changes in accounting standards. At the time it sets performance goals, the Committee may define the terms listed above as it sees fit. Although the Committee typically establishes a performance period of a single calendar year, it may subdivide any year into two or more performance periods. No participant may be paid a bonus under the Plan of more than $5 million for any year. The Committee has discretion to decrease but not increase the amount of the bonus paid to a participant from the amount that is payable under the terms of the pre-established criteria for the applicable year. The Committee may determine to pay bonuses under the Plan in whole or in part in (i) cash, (ii) Common Shares, or (iii) restricted stock or restricted stock units, in which case such stock or units will be paid under any of the Company’s stock-based incentive plans that provide for such types of grants. Prior to the payment of annual bonuses under the Plan, the Committee must certify that the performance goals and the applicable conditions to the payment of the bonus have been met. Termination of Employment. If, after more than 90 days into a Plan year, a participant’s employment terminates as the result of disability, death, or retirement (on or after attaining age 55 following the completion of five full years of employment), the participant or his heirs or beneficiary will be entitled to receive apro rata portion of the bonus that would otherwise be payable based on the achievement of the performance goals for that period. In all other situations, if employment is terminated during a Plan year for any other reason, the participant will not receive an award for that year unless the Committee determines otherwise in its discretion or unless otherwise provided in a change of control agreement between that participant and the Company. Forfeiture of Benefits. Under the terms of the Plan, any participant who engages in certain specified activities considered competitive with, harmful to, or against the interests of the Company during his or her employment (or within 18 months thereafter) may be terminated as a participant in the Plan and may be required to return any incentive bonuses paid to him or her under the Plan. In addition, incentive bonuses paid under the Plan will be subject to the Company’s “clawback” policy. Amendments to the Plan. The Committee may amend, suspend, or terminate the Plan at any time. Any amendment or termination of the Plan shall not, however, affect the right of a participant to receive any earned bonus for a completed performance period that has not yet been paid. Term of the Plan. The Plan applies to each of the five calendar years during the period beginning January 1, 2015 and ending December 31, 2019, unless terminated earlier by the Committee. Certain Federal Income Tax Consequences. Amounts received by participants are required to be recognized as ordinary income by such participants (subject to withholding), and the Company is generally entitled to a corresponding deduction at that time; however, as noted previously, Section 162(m) limits the Company’s tax deductions for executive compensation to $1 million per covered executive under certain circumstances. Under Section 162(m), certain performance-based compensation will be tax deductible without regard to the Section 162(m) limit if the compensation is paid upon the achievement of pre-established, objective performance goals and the material terms of the arrangements are approved by the Company’s shareholders. The Plan is structured such that amounts paid under it may qualify as performance-based compensation for purposes of Section 162(m). Accordingly, if our shareholders approve the Plan, the Committee may grant incentive bonuses under the Plan designed to be exempt from the Section 162(m) deduction limitation. However, nothing in the Plan precludes the Board of Directors or any duly-authorized committee thereof from making additional payments or special awards in their discretion outside of the Plan that may not qualify as performance-based compensation under Section 162(m), provided that such payments or awards do not affect the qualification of incentive bonuses under the Plan that are designed to be performance-based for purposes for Section 162(m). Further, as mentioned elsewhere in this proxy statement, Section 162(m) is a highly technical and complex provision of the federal tax code, which means that even when we structure compensation arrangements to qualify as performance-based under Section 162(m), we can provide no assurances that our tax position will prevail. Bonuses to be Paid. If the Plan is not approved at the meeting, we would not make any incentive awards to participants under the Plan, but participants would instead be permitted to participate in the Company’s other bonus plans in order to provide total compensation commensurate with their responsibilities. In that case, we would not be able to deduct incentive bonuses to certain executives to the extent that such amounts, together with other compensation that does not qualify as performance-based compensation for purposes of Section 162(m), exceeds $1 million. Plan Benefits For fiscal 2015, nine executive officers have been named as participants. For information as to the bonuses that would have been paid to certain of these individuals under the Plan for the last fiscal year if the Plan had been in effect, please see the amounts reported in the non-equity plan compensation column of the Summary Compensation Table, which may be found under “Executive Compensation — Overview.” Equity Compensation Plan Information The following table provides information as of December 31, 2014 about our equity compensation plans under which our Common Shares are authorized for issuance: | | | | | | | | | | | | | Plan Category | | Number of
securities to be
issued upon
exercise of
outstanding
options, warrants,
and rights (a) | | | Weighted-average
exercise price of
outstanding
options, warrants,
and rights (b) | | | Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a)) (c) | | Equity compensation plans approved by shareholders | | | 926,744 | (1) | | $ | 44.13 | (2) | | | 22,637,230 | | Equity compensation plans not approved by shareholders(3) | | | 3,179,284 | | | | 36.20 | | | | — | | Balance at December 31, 2014 | | | 4,106,028 | (1) | | $ | 37.99 | (2) | | | 22,637,230 | |
| (1) | These amounts include restricted stock units, which represent the difference between the number of shares of restricted stock subject to market conditions granted at target and the maximum possible payout for these awards. Depending on performance, the actual share payout of these awards may range between 0 to 200% of the target share amount. |
| (2) | The amounts in column (a) include restricted stock units, which do not have an exercise price. Consequently, those awards were excluded from the calculation of this exercise price. |
| (3) | These amounts represent Common Shares to be issued upon exercise of options that were assumed in connection with certain acquisitions. |
Vote Required Approval of the Plan requires the affirmative vote of the holders of at least a majority of the votes cast at the meeting. The Board unanimously recommends a vote FOR this proposal. ADVISORY VOTE ON EXECUTIVE COMPENSATION (Item 4 on Proxy or Voting Instruction Card) This year we are once again providing you with the opportunity to vote on a non-binding, advisory resolution to approve the compensation of our named executive officers as disclosed in this proxy statement pursuant to the rules of the SEC. Under our executive compensation programs, our named executive officers are rewarded for achieving specific annual and long-term goals, as well as increased shareholder value. We believe this structure aligns executive pay with our financial performance and the creation of sustainable shareholder value. The Compensation Committee of our Board continually reviews our executive compensation programs to ensure they achieve the goals of aligning our compensation with current market practices and your interests as shareholders. For additional information on our executive compensation, we urge you to read the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this proxy statement. At the meeting, we will ask you to vote, in an advisory manner, to approve the overall compensation of our named executive officers, as described herein further below, including the Compensation Discussion and Analysis, the summary compensation tableSummary Compensation Table and the other related tables and disclosures. This proposal, commonly known as a “say-on-pay” proposal, gives you the opportunity to express your views. This advisory vote is not intended to address any specific item of compensation, but rather the overall compensation policies and practices with respect to our named executive officers as described in this proxy statement. Accordingly, your vote will not directly affect or otherwise limit any existing compensation or award arrangement of any of our named executive officers. It is our current policy to provide you this advisory voting opportunity annually. While this “say-on-pay” vote is advisory and will not be binding on our Company or the Board, it will provide valuable information to our Compensation Committee regarding shareholder sentiment about our executive compensation. Additionally, we invite shareholders who wish to communicate with our Board on executive compensation or any other matters to contact us as provided under “Corporate Governance — Top Leadership Positions and Structure.” We currently hold our “say-on-pay” advisory vote annually; accordingly, the next “say-on-pay” vote will occur at our 2016 annual meeting of shareholders. Approval of this proposal will require the affirmative vote of the holders of at least a majority of the Voting Shares present or representedvotes cast at the meeting. The Board recommends that you vote FOR the overall compensation of our named executive officers as described in this proxy statement. SHAREHOLDER PROPOSALSPROPOSAL (Items 4(a), 4(b), 4(c) and 4(d)Item 5 on Proxy or Voting Instruction Card) We periodically receive suggestions from our shareholders, some as formal shareholder proposals. We give careful consideration to all suggestions, and assess whether they promote the best long-term interests of CenturyLink and its shareholders. We expect Items 4(a)The Board of Trustees of the International Brotherhood of Electrical Workers Pension Fund, located at 900 Seventh Street, NW, Washington D.C., 4(b), 4(c)20001, has informed us that it beneficially owns, and 4(d)has beneficially owned for more than a year, at least $2,000 of our Common Shares and that it intends to be presented by shareholderspresent for consideration at the meeting. In accordance with SEC rules, we are reprintingmeeting the proposals and supporting statements as they were submitted to us, other than minor formatting changes.following proposal (and has furnished the following statement in support of the proposal). We take no responsibility for them. On request to the Secretary at the address listed under “Other Matters — Annual Financial Report,” we will provide information about the sponsors’ shareholdings, as well as the names, addresses and shareholdings of any co-sponsors.this proposal. Adoption of each of these four proposalsthis proposal requires the affirmative vote of the holders of at least a majority of the Voting Shares present or representedvotes cast at the meeting.
The Board recommends that you vote AGAINST Items 4(a), 4(b), 4(c) and 4(d) for the reasons we give after each one.
Equity Retention Proposal (Item 4(a))
The following proposal was submitted by the Board of Trustees of the International Brotherhood of Electrical Workers Pension Fund, 900 Seventh Street, NW, Washington D.C., 20001, which urges you to vote for this proposal.
“RESOLVED: Shareholders of CenturyLink (the “Company”) urge the Compensation Committee of the Board of Directors (the “Committee”) to adopt a policy requiring that senior executives retain a significant percentage of shares acquired through equity compensation programs until reaching normal retirement age or terminating employment with the Company. For the purpose of this policy, normal retirement age shall be defined by the Company’s qualified retirement plan that has the largest number of plan participants. The shareholders recommend that the Committee adopt a share retention percentage requirement of at least 75 percent of net after-tax shares. The policy should prohibit hedging transactions for shares subject to this policy which are not sales but reduce the risk of loss to the executive. This policy shall supplement any other share ownership requirements that have been established for senior executive,executives, and should be implemented so as not to violate the Company’s existing contractual obligations or the terms of any compensation or benefit plan currently in effect. Supporting Statement: Equity-based compensation is an important component of senior executive compensation at our Company. While we encourage the use of equity-based compensation for senior executives, we are concerned that our Company’s senior executives are generally free to sell shares received from our Company’s equity compensation plans. In our opinion, the Company’s current share ownership guidelines for its senior executives do not go far enough to ensure that the Company’s equity compensation plans continue to build stock ownership by senior executives over the long-term. For example, our Company’s share ownership guidelines require the Chief Executive Officer (the “CEO”) to hold an amount of shares equivalent to six times his base salary, or approximately 160,000171,295 shares based on the current trading price. In comparison, the CEO currently owns 1.1more than 1.2 million shares. In 2011,What’s more, in 2013, our Company granted the CEO 52,70788,145 time-vested sharesstock awards and up to 105,41444,073 performance-based shares, assuming maximum pay-out.stock awards. In other words, the equivalent of one year’s worth of equity awards could nearly meetis close to meeting the Company’s long-term share ownership guidelines for the CEO. We believe that requiring senior executives to only hold shares equal to a set target loses effectiveness over time. After satisfying these target holding requirements, senior executives are free to sell all the additional shares they receive in equity compensation. Our proposal seeks to better link executive compensation with long-term performance by requiring a meaningful share retention ratio for shares received by senior executives from the Company’s equity compensation plans. Requiring senior executives to hold a significant percentage of shares obtained through equity compensation plans until they reach retirement age will better align the interests of executives with the interests of shareholders and the Company. A 2009 report by the Conference Board Task Force on Executive Compensation observed that such hold-through-retirement requirements give executives ‘an ever growing incentive to focus on long-term stock price performance as the equity subject to the policy increases’ (available at http://www.conference-board.org/pdf_free/ExecCompensation2009.pdf).” The Board recommends that you vote AGAINST this proposal for the following reasons: For the third consecutive year (and for the fourth time in six years), you are being asked to vote on this same topic. However, none of the proponent’s nearly identical proposals have ever received the support of more than 27% of the shares voted at our annual meetings. For the reasons discussed below, we continue to believe that our existing compensation policies adequately address the concerns addressed in this proposal. The Board agrees with the proponent that equity ownership by executive officers serves to align the long-term interests of our senior executives and shareholders. We believe, however, that sensible stock ownership and compensation programs balance the importance of aligning the long-term interests of executives and shareholders with the need to permit executives and shareholders to prudently manage their personal financial affairs. As described further below, the Board believes that our stock ownership guidelines, in conjunction with our performance-based compensation plans and policies, successfully strike this balance effectively, making the adoption of the current proposal unnecessary. By contrast, the rigid anti-diversification mandate inherent in this proposal could be harmful in several respects, and put us at a competitive disadvantage for attracting and retaining executive officers. OurAs the proponent acknowledges, our executives are already subject to share ownership requirements.Our stock ownership guidelines (which are discussed further in “Corporate Governance — Governance Guidelines” and “Compensation Discussion and Analysis — Our Policies, Processes and Guidelines Related to Executive Compensation — Stock Ownership Guidelines”) mandate significant stock ownership for all of our executives. Specifically,As noted in the proponent’s supporting statement, these guidelines require our CEO to beneficially own
CenturyLink stock with a value of at least six times his annual base salary, and further require all other executive officers to beneficially own CenturyLink stock with a value of at least three times their annual base salary. All of our top executives own CenturyLink stock at levels well in excess of these requirements. For instance, our CEO currently holds stock valued at over 2533 times his current salary. We believe that our stock ownership guidelines accomplish the proponent’s intended purpose of aligning executive and shareholder interests through at-risk equity ownership. Our compensation plans and policies further align the long-term interests of our executives and shareholders. Our executive compensation plans and policies are carefully designed to provide additional alignment of the long-term interests of our senior executives and shareholders. Typically, a substantial majority of our annual executive compensation consists of awards of time-vested and performance-based restricted stock. Our time-vested restricted stock typically vests over a three-year period so that our executives realize full value from the grants only after serving us for at least three years, while our performance-based restricted stock vests only if we achieve our three-year threshold levellevels of targeted performance. As such, the value realized upon vesting of our restricted stock is directly tied to our long-term performance and the appreciation of our stock price over the vesting period, which benefits all shareholders. In addition, we have implemented both anti-hedging and anti-pledging policies to ensure that our executives’executives bear the full economic risk and reward of their stock remains at-risk, as well asownership, and that their economic interests remain fully aligned with the economic interests of our other shareholders. We also have implemented recoupment policies designed to further assure a linkage between our executive compensation and our long-term performance. We believe our compensation plans and policies, coupled with our above-described stock ownership guidelines, achieve the central objective of this shareholder proposal. Adoption of the proponent’s proposal could be harmful in several respects. While it is essential that our executive officers have a meaningful equity stake in our Company, the Board also believes that it is important that we do not place undue hardships on our executive officers and do not disable them from being able to responsibly manage their personal financial affairs. The adoption of this policy would limit our executive officers’ abilities to engage in customary and prudent estate planning, portfolio diversification or charitable giving. Worse yet, these onerous restrictions could create a strongan incentive for senior executives to resign in order to realize the value of their prior service. We believe that the type of retention policy described in this proposal is, not commonsurprisingly, uncommon among our peers and that the adoption of this proposal would put us at a competitive disadvantage relative to our peers who do not have such restrictions. OurWe believe that our guidelines, plans and policies are better balanced than the proponent’s proposal. We believe our Compensation Committee of independent directors is best suited to formulate executive compensation principles and practices that discourage excessive risk-taking and promote long-term, sustainable value creation, and that it mustshould have the flexibility to structure effective and competitive compensation policies and programs. We believe that our current mix of ownership guidelines, compensation practices and policies provide for an appropriate balance between aligning the long-term interests of management and the shareholders, while also permitting our executives to prudently manage their own affairs.
For all these reasons, our Board believes this proposal is unnecessary and undesirable, and contrary to your best interests. Bonus Deferral Proposal (Item 4(b))
The following proposal was submitted by the Communications Workers of America Members’ General Fund, 501 Third Street, N.W., Washington, D.C. 20001-2797, which urges you to vote for this proposal.
“RESOLVED, Stockholders of CenturyLink, Inc. (“Company”) urge the Compensation Committee to adopt the following bonus deferral policy for senior executives in order to promote a more long-term perspective:
| 1. | Any discretionary bonus and any payment under the Company’s Annual Incentive Bonus Plans (“Bonus”) that is based on financial measurements (“Financial Metric”) whose performance measurement period is one year or shorter shall not be paid in full for a period of three years (“Deferral Period”) following the end of the performance measurement period; |
| 2. | The Compensation Committee shall develop a methodology for (a) determining what proportion of a Bonus should be paid immediately, (b) adjusting the remainder of the Bonus over the Deferral Period to reflect performance on the Financial Metric(s) during the Deferral Period and (c) paying out the remainder of the Bonus, adjusted if required, during and at the end of the Deferral Period; and |
| 3. | The adjustment(s) described above should not require achievement of new performance goals but should focus on the quality and sustainability of the performance on the Financial Metric(s) during the Deferral Period. |
The policy should be implemented so as not to violate any existing contractual obligation of the Company or the terms of any compensation or benefit plan currently in effect. It should not have the effect of reducing amounts awarded or earned before the adoption of the policy.
Supporting Statement: As long-term stockholders, we support executive compensation policies that promote the creation of sustainable value. We are concerned that short-term incentive compensation plans can encourage senior executives to manage for the short-term and take on excessive risk. The recent Wall Street financial crisis illustrates what can happen when executives are rewarded for short-term performance without any effort to ensure that the performance is sustainable.
In 2011, CEO and President Glen F. Post, III, received more than $1.22 million under the Annual Incentive Bonus Plan on his base salary of $1.0 million. The five named officers in the 2011 Proxy Statement received more than $3.35 million under the Annual Incentive Bonus Plans on $2.97 million in base salary — collectively equal to 113% of base salaries. The problem is long-standing: between 2007 and 2011, over five years, the named officers received $17.425 million in bonuses on $17.450 in salary — bonuses equal to 99.9% of salary for the named officers. We do not believe such bonuses should be paid over such a limited horizon.
This proposal urges that the Compensation Committee adopt a bonus deferral policy to encourage a longer-term orientation for senior executives. Specifically, the proposal asks that the Compensation Committee develop a system for holding back some portion of each bonus based on short-term financial metrics for a period of three years and adjusting the unpaid portion to account for performance during that three-year period. The Compensation Committee would have discretion to set the precise terms and mechanics of this process.”
The Board recommends that you vote AGAINST this proposal for the following reasons:
For the second consecutive year, you are being asked to vote on a proposal on this same topic. At last year’s annual meeting of shareholders, holders of less than 29% of the voted shares supported a nearly identical proposal. For the reasons discussed below, we continue to believe that our existing compensation policies adequately address the concerns addressed in this proposal.
We believe this proposal essentially proposes to eliminate our annual incentive bonus program, which we believe is not in the Company’s best interests. We believe our current executive compensation program,
consisting of a balanced mix of annual cash bonuses and long-term equity awards, achieves the central goal of the proponent’s objective to encourage the creation of sustainable shareholder value. Additionally, we believe several of our policies further achieve the benefits sought by this proposal. Finally, we believe that compensation paid in accordance with this proposal may not be tax deductible under the Internal Revenue Code.
Our balanced mix of annual and long-term programs are better suited to attain our goals and retain our executives. We agree with the proponent that our compensation programs should promote creating “sustainable value,” but believe our current mix of annual and long-term programs is a more effective means of attaining this goal than the proponent’s suggestion of using only long-term programs. Our complementary mix of cash and equity compensation has been established by our Compensation Committee to drive annual results, while ensuring our executives also remain focused on long-term sustainable financial performance. The current structure rewards executives for consistently achieving strong operating performance in current and future years. Our peers similarly use annual and long-term pay programs, and any failure to offer both could reduce the competitiveness of our overall compensation program and increase the risk of competitors hiring our officers. As more thoroughly described under “Compensation Discussion and Analysis,” we pay well over half of our executive compensation in the form of long-term equity grants. The Committee, which is composed solely of independent directors, believes these equity grants effectively accomplish the proposal’s key objective because the ultimate value of the equity awards will be reduced if our performance declines, and half of the awards are subject to forfeiture if we fail to attain certain long-term performance objectives. Rather than requiring us, in essence, to eliminate our current annual bonus program, we believe it is in the Company’s best interests to retain our current balanced approach of rewarding executives for attaining both annual and long-term goals.
Our policies further achieve the proponent’s goals. To further promote long-term growth and reduce the potential for excessive risk taking and misconduct, the Committee has adopted negative discretion, clawback and stock ownership policies. With respect to negative discretion, the Committee retains the right to unilaterally reduce the amount of annual bonuses if the Committee believes for any reason that it is unwarranted to pay such amount to any or all of the executives. The Committee has also implemented clawback policies that provide safeguards against inappropriate behavior. We believe we were among the earliest advocates of receiving contractual commitments from our executives to forfeit their incentive compensation if they engage in a broad range of specified behaviors that are detrimental to us. In addition, our stock ownership guidelines require our executives to own a substantial amount of our stock, which further aligns the interests of our executives and shareholders. We believe these policies, which are further described below under the heading “Compensation Discussion and Analysis,” help maintain executive focus on stable and sustainable corporate growth.
Our current programs are more tax efficient. Our annual bonuses are designed to comply with the performance-based exemption for deduction of compensation in excess of $1 million under Section 162(m) of the Internal Revenue Code. We believe it would be difficult to design an annual incentive plan that complies with the exemption in 162(m) but also delays payment until certain additional performance targets are achieved in the future (after the original performance period has ended and the annual performance targets have been met and certified by the Committee). The loss of the exemption under 162(m) by implementing this proposal could be costly to you and the Company.
In short, the Board believes that issuing tax-deductible annual incentive bonuses and long-term equity incentive compensation, together with several complementary compensation policies, adequately address the concerns of this proposal and are better suited to advancing your and the Company’s best interests.
Proxy Access Proposal (Item 4(c))
The following proposal was submitted by Hazel A. Floyd, 4660 Newton Street, Denver, Colorado 80211, and Mary Ann Neuman, 6073 Quebec Avenue North, New Hope, Minnesota 55428, both of whom urge you to vote for the following proposal:
“RESOLVED: The shareholders of CenturyLink (“the Company”) ask our Board of Directors to adopt a “proxy access” bylaw, with conforming amendments to related bylaws, that requires CenturyLink to include in any proxy materials prepared for a shareholder meeting at which directors will be elected, the name, Disclosure and Statement (as defined herein) of any person nominated for election to the board by a shareholder or group thereof (the “Nominator”) that meets the criteria set out below. The Company shall allow shareholders to vote on such nominee(s) on CenturyLink’s proxy card.
The number of shareholder-nominated candidates appearing in proxy materials shall not exceed 20% of the number of directors then serving. This bylaw should provide that a Nominator must:
| 1. | beneficially own 3% or more of the Company’s outstanding common stock continuously for at least three years before the nomination is submitted; |
| 2. | give the Company written notice, within the time period identified in CenturyLink’s bylaws, of information required by the bylaws and any rules of the SEC about (i) the nominee, including his or her consent to being named in the proxy materials, to serving as a director if elected, and to public disclosure of data required by the bylaws; and (ii) the Nominator, including proof of ownership of the required shares (the “Disclosure”); and |
| 3. | certify that (i) it assumes liability stemming from any legal violation arising from the Nominator’s communications with shareholders, including the Disclosure and Statement; (ii) it will comply with all applicable legal requirements in its own soliciting material; and (iii) to the best of its knowledge, the required shares were acquired in the ordinary course of business and not to change or influence control at CenturyLink. |
The Nominator may submit with the Disclosure a supporting statement not exceeding 500 words (the “Statement”). The Board shall adopt procedures for timely resolving disputes over whether the notice of a nomination, Disclosure and Statement satisfy the bylaw and any applicable regulations, and the priority given to multiple nominations exceeding the 20% limit.
Supporting Statement: We believe long-term owners of CenturyLink should have a meaningful voice in electing directors.
This proposal adopts the strict 3% and 3-year eligibility threshold adopted by the SEC’s now-vacated 2010 proxy access rule.
The 20% limit on shareholder-nominated candidates will prevent abuse, we believe, and is the limit Hewlett-Packard agreed to put before shareholders in 2013 with a recommended “yes” vote.
The need for greater accountability at CenturyLink is compelling in our view:
Performance-Based Restricted Shares pay out 50% of Target for relative total shareholder return as low as the bottom 25th percentile among S&P 500 companies.
| • | | “Golden Parachutes”: If CEO Glen Post terminates after a change in control he’d receive an estimated $25.9 million (as of year-end 2011), more thaneleven times his 2011 base salary plus target bonus (2012 Proxy, page 58).
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“Pension Parachutes”: Senior executives terminated after a change in control receive extra years of age and service credits, boosting their qualified and non-qualified pension benefits.”
The Board recommends that you vote AGAINST this proposal for the following reasons:
We fully agree with the proponent that board accountability is a critical aspect of good corporate governance. We believe, however, that shareholders already have a strong voice in our affairs, and that this proposal could potentially harm the board’s effectiveness and ability to fulfill its oversight responsibility to you as shareholders.
This proposal attempts to address a problem that does not exist at our Company. The fundamental premise of this proposal is that accountability to shareholders may be lacking at CenturyLink and that remedial action is necessary. We believe that premise is unfounded. The interests of shareholders are well represented by our directors, 85% of whom are independent. Shareholders already have multiple means of expressing themselves to our directors, including the following:
an opportunity to annually elect our directors through a majority voting standard in uncontested elections
an opportunity to recommend director candidates, which our Nominating and Corporate Governance Committee considers on the same basis as other proposed nominees (as described further under “Corporate Governance — Director Nomination Process”)
an annual “say-on-pay” vote, which provides shareholders with an opportunity to express their views on our executive compensation
an opportunity to communicate directly with independent directors and our independent Chairman of the Board (as described further under “Corporate Governance — Top Leadership Positions and Structure”)
our practice of reviewing correspondence from shareholders on governance, compensation or financial matters at regular meetings of our independent board committees
federal proxy rules that enable shareholders to solicit proxies for their nominees
shareholder proposal mechanisms under the Company’s bylaws and under federal proxy rules.
We believe we have been quite attentive to shareholder concerns in recent years. In response to concerns raised by shareholders, we recently declassified our Board to permit annual director elections, and adopted a majority voting standard for uncontested director elections. In addition, we have:
implemented anti-hedging, anti-pledging, clawback and other policies favored by shareholder advocacy groups
terminated our shareholder rights plan several years ago
eliminated tax gross-ups, supplemental executive retirement benefits, modified single-trigger severance benefits, and other practices viewed unfavorably by some shareholders.
In short, we believe our current policies and practices afford our shareholders a strong voice in our affairs, as borne out by our recent governance enhancements.
This proposal could be harmful in several respects, and lead to an inexperienced, fragmented, and less effective board with directors who may pursue narrow special interests. Ultimately, the proposal could lead to annual contested elections in which up to 20% of the Board is newly elected each year. This could harm us in various ways, including the following:
The potential for such high annual turnover could lead to an inexperienced board that lacks sufficient knowledge and understanding of our current and past business to provide meaningful and effective oversight of our operations and long-term strategies. Abrupt changes in the composition of our Board could impair our ability to develop, refine, monitor and execute our long-term plans.
Implementation of the proposal would bypass the Board’s current process for identifying, screening and selecting directors who meet applicable independence requirements, qualifications and experience profiles. To function optimally, we believe any board should be comprised of directors with the set of complementary skills and experiences needed to provide the appropriate oversight role for their company in light of its particular operating environment and strategic priorities. Companies in the telecommunications industry operate in a highly complex and fluid regulatory environment, and we face increasing competition, challenges and opportunities. As such, we need a team of directors with a broad and comprehensive range of skills necessary to understand the short- and long-term financial, competitive and regulatory impact of our operational and strategic decisions. Our current director nominating process is overseen by our Nominating and Corporate Governance Committee. This committee is composed entirely of independent directors charged with the responsibility of assembling a qualified and diverse board and screening potential nominees to determine whether their particular talents are congruous with the skills and experience of the other directors. Under the direction of this committee, we have united a group of directors with a diverse range of expertise and experience, including relevant industry, regulatory, financial, accounting, governmental, labor, merger and acquisition, compensation, engineering, legal and risk management knowledge. We believe this team of directors has fostered our rapid expansion and creation of shareholder value despite a challenging and evolving industry landscape. Adoption of this proposal threatens these gains by undercutting the role of our Nominating and Corporate Governance Committee in continuing to assemble and maintain a highly qualified and cohesive group of directors well-suited to our future challenges.
| • | | Implementation of this proposal would facilitate proxy contests that can be expensive and disruptive, and create an uneven playing field in which we would bear substantial proxy expense while each shareholder nominee would need expend little resources to promote its candidacy. The United States Court of Appeals for the District of Columbia overturned the SEC’s proxy access rule precisely because it determined that the SEC had not adequately assessed the expense and distraction proxy contests would entail. Under current federal proxy rules, the playing field is leveled, as shareholder nominees similarly need to undertake the expense of soliciting proxies on the nominee’s behalf. The desire to avoid this expense has sometimes been cited as a reasonfor proxy access, but we believe there is no reason why shareholders holding 3% of our outstanding shares (which at today’s share price would constitute over $500 million worth of shares) should not, if they have a legitimate interest in sitting on the Board, bear the expense of soliciting proxies.
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Implementation of this proposal would allow a shareholder (such as a labor union or public pension fund) with a narrowly-focused special interest to use the proxy process to promote a specific agenda rather than the interests of all shareholders, creating the very real risk of politicizing the Board election process at virtually no cost to the proponent. The nomination of a candidate through the proponent’s proxy access proposal would convert each such Board election into a contested contest in which the proposed director nominee would only need to win only a plurality of votes to be elected. By bypassing our carefully established vetting process, this proposal could end up favoring the short-term interests of a few rather than the long-term interest of all shareholders.
This proposal could fragment the board. Currently, all but two of our directors are independent, and are thereby qualified to serve on our principal board committees. The proposal does not require shareholders to nominate independent directors. This could result in a bulkanized board consisting of independent directors discharging traditional board responsibilities for the benefit of all shareholders, and non-independent directors unable to similarly contribute. This disparity could create tensions, particularly if the shareholder-nominated directors advocate for narrow interests that are not shared by all shareholders. Moreover, a director elected by one shareholder group in one year may face successful opposition from a director nominated by another shareholder group in a subsequent year, setting up ongoing instability on the Board. Any resulting disruption in board harmony and cohesiveness could result in further director turnover and deter qualified individuals from serving.
For all these reasons, we believe it is risky, if not reckless, to abandon a board nomination process that has fostered years of long-term growth for all shareholders in exchange for an experimental process that could be disruptive and harmful to our board operations.
In sum, the Board believes that this proposal is, at best, unnecessary and, at worst, disruptive and harmful.
Confidential Voting Proposal (Item 4(d))
The following proposal was submitted by the Association of U.S. West Retirees, 8223 East Roma Avenue, Scottsdale, Arizona, 85251, which urges you to vote for this proposal.
“Resolved: The shareholders of CenturyLink, Inc. urge our Board of Directors to adopt a policy that prior to the Annual Meeting, the outcome of votes cast by proxy on uncontested matters, including a running tally of votes for and against, shall not be available to management or the Board and shall not be used to solicit votes. This enhanced confidential voting requirement should apply to (i) management-sponsored or Board-sponsored resolutions seeking approval of executive compensation arrangements or for other purposes, including votes mandated under NYSE rules; (ii) proposals required by law, or the Company’s Bylaws, to be put before shareholders for a vote (e.g., say-on-pay advisory votes); and (iii) shareholder resolutions submitted for inclusion in the proxy pursuant to SEC Rule 14a-8.
This enhanced confidential voting requirement shall not apply to elections of directors, or to contested proxy solicitations, except at the Board’s discretion. Nor shall this proposal impede the Company’s ability to monitor the number of votes cast for the purpose of achieving a quorum, or to conduct solicitations for other proper purposes.
Supporting Statement: Although ‘confidential voting’ rules guarantee a secret ballot, unlike governmental elections, corporate officers are able to monitor voting results and take active steps to influence the outcome — even on matters, such as ratification of stock option or other executive compensation plans, where they have a direct personal stake in the outcome.
As a result, a Yale Law School study concluded: ‘Management-sponsored proposals (the vast majority of which concern the approval of stock options or other bonus plans) areoverwhelmingly more likely to win a corporate vote by a very small amount than lose by a very small amount — to a degree that cannot occur by chance.’
‘The results [data on close proxy votes] indicate that, at some point in the voting process, management obtains highly accurate information about the likely voting outcome and, based on that information, acts to influence the vote,’ concluded Yale Professor Yair Listokin’s 2008 study (‘Management Always Wins the Close Ones’) published in the American Law and Economics Review.
Professor Listokin based his conclusion on more than 13,000 management-sponsored resolutions over a seven-year period, a majority of which related to approval of executive compensation. While most votes are not close, close votes are won by management at a rate that ‘should occur by chance less than one in one billion times,’ Listokin concluded.
The NYSE Listed Company Manual observes that ‘an increasing number of important corporate decisions are being referred to shareholders for their approval. . . . The Exchange encourages this growth in corporate democracy.’
However, we believe ‘corporate democracy’ is distorted if, in close elections, senior executives can change the outcome of votes on executive compensation by monitoring voting results and using corporate resources to solicit the votes needed to win.
As Professor Listokin concluded, ‘management’s ability to obtain accurate information while voting is still occurring should be stopped because it gives management an important advantage relative to opponents of a resolution.’”
The Board recommends that you vote AGAINST this proposal for the following reasons:
As discussed further below, we believe this proposal substantially overstates the magnitude of the issue, and prescribes the wrong remedy.
Most of our shareholders can already vote confidentially. Most of our shareholders beneficially hold their shares through a broker, bank or other nominee. Because such shareholders may object to having their identity disclosed to the Company, these beneficial holders already have the means to vote confidentially. For those of our retail shareholders who are record holders of our stock, they may attain confidential voting by re-registering their shares in the name of a broker, bank or other nominee. Similarly, CenturyLink shares held by participants in our various retirement plans are held in trust and voted by the plan trustee pursuant to confidential voting instructions provided by the plan participants. Accordingly, most of our shareholders either already vote confidentially, or have the means to do so.
Our communications with shareholders are customary and beneficial. Regarding our record shareholders who own shares directly registered in their own names, we can and do monitor their votes and occasionally contact these shareholders for a variety of purposes. Typically we contact larger shareholders who have not yet voted to urge them to cast their ballots to assure a quorum and to ask them if they have any questions about the upcoming shareholder meeting or our proxy disclosures. From time to time, we will canvass our larger institutional holders to learn more about their decision-making processes, including whether they independently analyze our voting proposals or rely on third party analysis. Occasionally, we may contact shareholders whose proxy cards are not correctly completed to ensure their shares are voted as intended. On certain occasions, we have detected patterns of non-voting, and inquired into whether our proxy materials or notices have been received. All of these activities are quite customary, completely legal and, in our judgment, not only benign, but also beneficial to shareholders.
We favor transparency, not secrecy. Like most companies, we have steadily increased our interactions with shareholders over the past several years, and our proxy solicitation conversations are part of that process. Various regulatory changes over the past decade have fostered more open and transparent communications between management and shareholders, including (i) disclosures encouraging shareholders to contact officers or directors, (ii) “say on pay” votes that encourage dialogue about executive compensation and (iii) rules requiring registered management investment companies to disclose how they vote their portfolio securities. We welcome all of these changes, which cumulatively have improved the flow of information between companies and their shareholders. Secret ballots would halt an important channel of meaningful communication with our shareholders, and in our view would be a step backwards toward an earlier era of cloistered communications. Contrary to distorting “corporate democracy,” we believe that openness — not secrecy — enables us to better understand our shareholders and their concerns.
We do not engage in the practices that this proposal is designed to address.The proponent suggests that issuers engage in coercive behavior when contacting shareholders. We do not engage in these practices and believe our shareholder solicitations have historically been lawfully conducted in a fair and equitable manner. The proponent appears to be searching for a costly and burdensome solution to a problem that our shareholders do not face.
Our existing proxy solicitation system encourages direct, lawful and open communication with all shareholders, while permitting confidentiality for those who desire it. We believe that this shareholder proposal is not in your or the Company’s best interests.
OWNERSHIP OF OUR SECURITIES Principal Shareholders The following table sets forth information regarding ownership of our Common Shares by the persons known to us to have beneficially owned more than 5% of the outstanding Common Shares on December 31, 2012,2014, unless otherwise noted. | | | | | | | | | Name and Address | | Amount and
Nature of
Beneficial
Ownership of
Common Shares(1) | | | Percent of
Outstanding
Common Shares(1) | | Capital Research Global Investors 333 South Hope Street Los Angeles, California 90071 | | | 72,641,73562,083,269 | (2) | | | 11.610.9 | % | | | | Blackrock, Inc. 40 East 52nd Street New York, New York 10022 | | | 47,305,25537,399,532 | (3) | | | 7.66.6 | % | | | | State Street Corporation State Street Financial Center One Lincoln Street Boston, Boston, Massachusetts 02111 | | | 34,894,02632,962,823 | (4) | | | 5.8 | % | The Vanguard Group 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | | | 32,057,504 | (5) | | | 5.6 | % | Capital Income Builder 333 South Hope Street Los Angeles, California 90071 | | | 31,859,340 | (6) | | | 5.6 | % |
| (1) | DeterminedThe figures and percentages in the table above have been determined in accordance with Rule 13d-3 of the SEC based upon information furnished by investors listed, except that we have calculated the person or persons listed.percentages in the table based on the actual number of Common Shares outstanding on December 31, 2014, as opposed to the estimated percentages set forth in the reports of the investors referred to below in notes 2 through 6. In addition to Common Shares, we have outstanding Preferred Shares that vote together with the Common Shares as a single class on all matters. One or more persons beneficially own more than 5% of the Preferred Shares; however, the percentage of total voting power held by such persons is immaterial. For additional information regarding the Preferred Shares, see “Questions and Answers About the Meeting — How many votes may I cast?” |
| (2) | Based on information contained in a Schedule 13G/A Report dated as of March 8, 2013February 13, 2015 that this investor filed with the SEC. In this report, the investor indicated that, as of February 28, 2013,December 31, 2014, it held sole voting and dispositive power with respect to all of these shares.shares in its capacity as an investment adviser to various investment companies, including Capital Income Builder, which has separately reported its beneficial ownership interest in what we believe to be a portion of these shares pursuant to the Schedule 13G Report described in note 6 below. |
| (3) | Based on information contained in a Schedule 13G/A Report dated as of February 8, 20139, 2015 that this investor filed with the SEC. In this report, the investor indicated that, as of December 31, 2012,2014, it held sole voting power with respect to 32,539,469 of these shares and sole dispositive power with respect to all of these shares. |
| (4) | Based on information contained in a Schedule 13G Report dated as of February 11, 201312, 2015 that this investor filed with the SEC. In this report, the investor indicated that, as of December 31, 2012,2014, it shared voting and dispositive power with respect to all of these shares with various of its subsidiaries specified in such report. |
| (5) | Based on information contained in a Schedule 13G Report dated as of February 10, 2015 that this investor filed with the SEC. In this report, the investor indicated that, as of December 31, 2014, it held sole voting power with respect to 988,289 of these shares, shared voting power with respect to none of these shares, sole dispositive power with respect to 31,121,354 of these shares and shared dispositive power with respect to 936,150 of these shares. |
| (6) | Based on information contained in a Schedule 13G Report dated as of February 13, 2015 that this investor filed with the SEC. In this report, the investor indicated that, as of December 31, 2014, it held sole voting power with respect to all of these shares and sole dispositive power with respect to none of these shares in its capacity as an investment company advised by Capital Research Global Investors, whose interest in what we believe to be a portion of these shares is described in note 2 above. |
Executive Officers and Directors The following table sets forth information, as of the record date, regarding the beneficial ownership of Common Shares by our executive officers and directors. Except as otherwise noted, all beneficially owned shares are held with sole voting and investment power and are not pledged to third parties. | | | | Components of Total Shares Owned | | | | | | Components of Total Shares Beneficially Owned | | | | | Name | | Unrestricted
Shares
Beneficially
Owned (1) | | | Unvested
Restricted
Stock (2) | | | Options or
Rights
Exercisable
Within 60
Days (3) | | | Total
Shares
Beneficially
Owned (4) | | | Unrestricted
Shares
Beneficially
Owned(1) | | | Unvested
Restricted
Stock(2) | | | Options or Rights
Exercisable
Within 60
Days(3) | | | Total Shares
Beneficially
Owned(4) | | Executive Officers | | | | | | | | | | Executive Officers: | | | | | | | | | | Glen F. Post, III | | | 574,659 | | | | 228,357 | | | | 200,000 | | | | 1,003,016 | | | | 594,911 | | | | 590,802 | | | | 200,000 | | | | 1,385,713 | | Karen A. Puckett(5) | | | 185,497 | | | | 93,894 | | | | 75,000 | | | | 354,391 | | | | 111,713 | | | | 178,101 | | | | 75,000 | | | | 364,814 | | R. Stewart Ewing, Jr. | | | 114,472 | | | | 74,389 | | | | 145,600 | | | | 334,461 | | | | 99,780 | | | | 121,686 | | | | 125,000 | | | | 346,466 | | Stacey W. Goff | | | 47,784 | | | | 53,931 | | | | 40,500 | | | | 142,215 | | | | 32,712 | | | | 96,949 | | | | 40,500 | | | | 170,161 | | William E. Cheek | | | 42,506 | | | | 25,772 | | | | 11,430 | | | | 79,708 | | | David D. Cole(6) | | | 127,687 | | | | 54,116 | | | | 40,500 | | | | 222,303 | | | O. Matthew Beal | | | 20,499 | | | | 11,828 | | | | — | | | | 32,327 | | | David D. Cole | | | | 112,597 | | | | 88,923 | | | | 40,500 | | | | 242,020 | | Aamir Hussain | | | | — | | | | 99,201 | | | | — | | | | 99,201 | | Maxine L. Moreau | | | 9,876 | | | | 14,374 | | | | 10,000 | | | | 34,250 | | | | 8,809 | | | | 41,853 | | | | 10,000 | | | | 60,662 | | Scott A. Trezise | | | | 3,034 | | | | 38,838 | | | | — | | | | 41,872 | | Girish K. Varma | | | | 4,012 | | | | 53,042 | | | | 22,297 | | | | 79,351 | | | Outside Directors: | | | | | | | | | | | | | | | | | Virginia Boulet(7) | | | 16,834 | | | | 5,547 | | | | — | | | | 22,381 | | | Virginia Boulet | | | | 18,293 | | | | 3,957 | | | | — | | | | 22,250 | | Peter C. Brown | | | 14,431 | | | | 5,547 | | | | — | | | | 19,978 | | | | 24,105 | | | | 3,957 | | | | — | | | | 28,062 | | Richard A. Gephardt | | | 2,036 | | | | 5,547 | | | | — | | | | 7,583 | | | Richard A. Gephardt(6) | | | | 11,710 | | | | 3,957 | | | | — | | | | 15,667 | | W. Bruce Hanks | | | 14,489 | | | | 5,547 | | | | — | | | | 20,036 | | | | 26,115 | | | | 3,957 | | | | — | | | | 30,072 | | Gregory J. McCray | | | 3,005 | | | | 5,547 | | | | — | | | | 8,552 | | | C.G. Melville, Jr. | | | 1,299 | | | | 5,547 | | | | — | | | | 6,846 | | | Fred R. Nichols | | | 4,451 | | | | 5,547 | | | | — | | | | 9,998 | | | Gregory J. McCray(7) | | | | 3,871 | | | | 3,957 | | | | — | | | | 7,828 | | C.G. Melville, Jr.(7) | | | | 3,038 | | | | 3,957 | | | | — | | | | 6,995 | | William A. Owens | | | 9,529 | | | | 10,706 | | | | — | | | | 20,235 | | | | 21,747 | | | | 9,415 | | | | — | | | | 31,162 | | Harvey P. Perry(8) | | | 66,356 | | | | 5,547 | | | | — | | | | 71,903 | | | | 82,285 | | | | 3,957 | | | | — | | | | 86,242 | | Michael J. Roberts | | | 4,916 | | | | 4,564 | | | | — | | | | 9,480 | | | | 14,715 | | | | 3,957 | | | | — | | | | 18,672 | | Laurie A. Siegel | | | 12,651 | | | | 5,547 | | | | — | | | | 18,198 | | | | 24,106 | | | | 3,957 | | | | — | | | | 28,063 | | Joseph R. Zimmel(9) | | | 25,695 | | | | 5,547 | | | | — | | | | 31,242 | | | Joseph R. Zimmel | | | | 18,349 | | | | 3,957 | | | | — | | | | 22,306 | | | All directors and executive officers as a group
(20 persons)(10) | | | 1,298,672 | | | | 627,401 | | | | 523,030 | | | | 2,449,369 | | | All directors and executive officers as a group (20 persons)(9) | | | | 1,215,902 | | | | 1,358,380 | | | | 513,297 | | | | 3,087,579 | |
| (1) | This column includes the following number of shares allocated to the individual’s account under one of our qualified 401(k) plans: 126,811142,612 — Mr. Post; 6,8604,002 — Ms. Puckett; 21,47321,443 — Mr. Ewing; 4,8775,497 — Mr. Goff; 834 — Mr. Cheek; 33,9120 — Mr. Cole; 6890 — Mr. Beal; and 1,070Hussain; 2,057 — Ms. Moreau.Moreau; 0 — Mr. Trezise; and 0 — Mr. Varma. Participants in these plans are entitled to direct the voting of their plan shares, as described in greater detail elsewhere herein. |
| (2) | Reflects (i) for all shares listed, unvested shares of Restricted Stockrestricted stock over which the person holds sole voting power but no investment power, and (ii) with respect to our performance-based restricted stock granted to our executive officers, in 2011 and 2012, the number of shares that will vest if we attain target levels of performance. |
| (3) | Reflects shares that the person has the right to acquire within 60 days of the record date pursuant to options granted under our incentive compensation plans; does not include (i) shares that might be issued under restricted stock units if our performance exceeds target levels, (ii) options held by Mr. Ewing’s ex-wife, as described further under “Executive Compensation — Incentive Compensation and Other Awards — Outstanding Awards,”former spouses, or (iii) “phantom units” held by Mr. Roberts that are payable in cash upon the termination of his service as a director, as described further under “Director Compensation — Other Benefits.” |
| (4) | None of the persons named in the table beneficially owns more than 1% of the outstanding Common Shares. The shares beneficially owned by all directors and executive officers as a group constituted 0.4%0.5% of the outstanding Common Shares as of the record date (calculated in accordance with rules of the SEC assuming that all options listed in the table have been exercised for Common Shares retained by the recipient). |
| (5) | Includes 202 shares held by Ms. Puckett as custodian for the benefit of her children. |
| (6) | Includes 6,898 plan4,748 shares beneficially held byin a trust, of which (i) Mr. Cole’sGephardt and his wife one of our former employees, in her accounts under our qualified 401(k) plan, as to whichare co-trustees and (ii) Mr. Cole disclaims beneficial ownership.Gephardt is the sole beneficiary. |
| (7) | Includes 955 shares held by Ms. Boulet as custodianAs of the record date for the benefitmeeting, neither Mr. McCray nor Mr. Melville met their ownership target under our current stock ownership guidelines, and, as such, each will be expected to hold 65% of her children.the Common Shares that he acquires through our equity compensation programs, excluding shares to pay related taxes. |
| (8) | Includes 709 shares beneficially held by Mr. Perry’s spouse, as to which Mr. Perry disclaims beneficial ownership, and 12,08319,132 shares held by Mr. Perry through our dividend reinvestment plan (as of the most recent date practicable). |
| (9) | Includes 5,000 shares held by a private charitable foundation, as to which Mr. Zimmel is a trustee, and 472 shares held by Mr. Zimmel through our dividend reinvestment plan (as ofAs described further in the most recent date practicable). |
(10) | Includesnotes above, includes (i) 7,607709 shares held beneficially by the spouses of these individuals, as to which beneficial ownership is disclaimed, (ii) 1,157202 shares held as custodian for the benefit of children of such individuals, (iii) 5,0004,748 shares held inbeneficially through a private charitable foundationtrust and (iv) 12,55519,132 shares held through our dividend reinvestment plan (as of the most recent date practicable), all as described furtherexcluding 2,399 shares held through such plan by two of our executive officers who no longer participate in the notes above.such plan. |
COMPENSATION DISCUSSION AND ANALYSIS In this CD&A, we first summarize our 2012 highlights, as well as our commitment to aligningOur named executive pay with performanceofficers for 2014 were:
| | | • Glen F. Post, III | | Chief Executive Officer and President | | | • Karen A. Puckett | | President, Global Markets | | | • R. Stewart Ewing, Jr. | | Executive Vice President, Chief Financial Officer and Assistant Secretary | | | • Aamir Hussain | | Executive Vice President, Chief Technology Officer | | | • Stacey W. Goff | | Executive Vice President, Chief Administrative Officer, General Counsel and Secretary |
This Compensation Discussion and value creation, our general compensation philosophy, and our compensation programs and benchmarking practices. We then describe the various elements of our compensation programs in detail. Finally, we discuss in detail our compensation decision-making process and various other compensation-related matters.Analysis is organized into four subsections: | | | | | | | Subsection | | Page | | I. | | Executive Summary | | | 28 | | II. | | Our Compensation Philosophy and Linkage to Pay for Performance | | | 30 | | III. | | Our Compensation Program Objectives and Components of Pay | | | 33 | | IV. | | Our Policies, Processes and Guidelines Related to Executive Compensation | | | 43 | |
I. Executive Summary As described further below, the central goals of our executive pay programs are to incentivize our executives to attain objectives that we believe will create shareholder value, to reward performance that contributes to the execution of our business strategies, and to attract and retain the right executives for our business. 20122014 Business Highlights. During 2012,2014, we achieved several significant accomplishments, including the following:
Added over 195,000 broadband subscribers duringContinued to improve revenue trend, generating 2014 total operating revenues of $18.03 billion, a 0.4% decline compared to 2013, and an improvement from the year, representing 3.5% growth during1.5% and 1.7% year-over-year declines in full-year 2013 and 2012,
respectively. Also continued to improve core revenues (strategic and legacy revenues) trend from a 1.3% annual decline in 2013 to a 0.6% annual decline in 2014. Continued
Achieved solid growth ofin both high-speed Internet and Prism TV subscribers with over 45,000 added in 2012throughout the year, adding 91,000 and 67,000, respectively. DevelopedInvested in our network to improve speed availability across our footprint, resulting in the growth of the percent of broadband-enabled access lines receiving 20 Mbps or higher to 55% and launched “SavvisDirect”those receiving 40 Mbps or higher to more than 25%.
Launched more than 20 new Business products and services — a highly scalableincluding CenturyLink Private Cloud, Managed Office and easy-to-useManaged Enterprise — and expanded CenturyLink’s MPLS, Ethernet, Wavelength and VoIP service offerings. Further transformed CenturyLink in late 2014 by aligning the organization into one sales and marketing team, one product development and technology team, and one global operations team to help drive revenues, innovation and operational excellence. Completed two strategic acquisitions — DataGardens Inc. and Cognilytics, Inc. — which added to CenturyLink’s product portfolio leading solutions regarding Disaster-Recovery-as-a-Service cloud services, platform designed for businesses of all sizesadvanced predictive analytics and Big Data. Generated strong shareholder total return during 2012 solid 2014 free cash flow of $2.7 billion and returned approximately $1.9 billion to shareholders through dividends and share repurchases.Successfully completed nearly $3.4 billion of debt refinancing transactions, which, coupled with other financing transactions, strengthened our capital structure by extending the average maturity of our outstanding debt by over three years and lowering our interest costs
Realized synergies from our recently-completed acquisitions faster and in amounts greater than anticipated
Increased our “strategic revenues” by 4.5% during 2012 compared to proforma 2011 revenue figures, which resulted in our annual “strategic” revenues exceeding our “legacy” revenues for the first time ever.
20122014 Executive Compensation Highlights. During 2012, our2014, the Compensation Committee addressed the growing gap between the compensation of our namedBoard (the “Committee”) took various steps to (i) continue to refine the performance-based portions of our compensation programs and (ii) strengthen the linkage between executive officerspay and their peers caused by the rapid acquisition-driven growth in the size, territorial reachour performance and complexity of the Company.
As illustrated by the table below, during a two-year period ending July 2011, our revenues increased by over 600%, but our executive compensation increased only modestly since 2010.
(1) | Equals the average amount of recurring core compensation paid to each of the executive officers named in the Summary Compensation Tables included in our last five proxy statements, with recurring core compensation being defined as the amount of total compensation reflected in these tablesminus amounts reported for “change in pension value” and “all other compensation”minus the amount of compensation associated with non-recurring retention grants awarded in 2010 to our top executives as part of a comprehensive program designed to ensure that over 200 of our top officers and managers were adequately incentiveized to remain employed with us through completion of our acquisition of Qwest. |
Consequently, as of early 2012 our executive compensation had fallen well below mean peer compensation levels for all key elements of pay. For more information, see “— Use of Market Data” and “— Overview of Elements and Amounts of Compensation — Shortfall in Compensation Levels.” After reviewing updated benchmarking data and assessing management’s progress in attaining various operational and individual goals, the Committee elected in mid-year 2012 to begin to reduce these pay disparities by raising our executives’ salaries.
strategic goals. Our recent key executive compensation decisions and highlights are summarized below:below. In August 2012, we increased the CEO’s salary by 7.7%, and the salaries of our other four named executive officers by between 8.5 and 17.8%.
We left our executives’ 2012 target annual incentive bonus opportunities unchanged from 2011.
Similarly, we granted 2012 long-term equity incentive compensation to our executives with fair values unchanged from 2011.
In May 2012,2014, we received the favorable vote of over 97%91% of our shareholders with regards to our annual “say on pay” vote. In August 2012, we adopted anOur 2014 operating performance resulted in short-term incentive bonus performance payouts of 96.8% for our named executive severance planofficers, except for one that provides cash severance benefits to executives involuntarily terminated without cause in order to provide market-competitive benefits customary among our peers.
received a payout of 106.8% as a result of his outstanding performance. During 2012, we continuedThe Committee increased, from 50% to link a substantial majority of our executive compensation to our annual performance measured against four metrics and to our relative total shareholders return over a three-year period, all as discussed further under “— Pay for Performance” appearing immediately below and60%, the discussion of our incentive pay appearing further below.
Pay for Performance
We believe that a significant portion of our executives’ compensation should be payable only when merited by our performance. Currently, all of our executives’ annual bonus compensation and half of their long-term equity incentive compensation that is payable only if we attain certain specified goals, thereby placing a substantialgreater portion of executiveour senior officers’ compensation at risk. The remaining portion of our executives’senior officers’ long-term equity incentive compensation is currently paid in time-vested restricted stock, the value of which is dependent on our share price performance over an extended vesting period. This pay element is designed to create additional incentives for our executives to focus on sustainable, long-term growth.
As part of its assessment of the executives’ performance, the Compensation Committee requested its independent compensation consultant to measure CenturyLink’s 2012 performance against its 13-company peer group discussed below based on eight separate metrics (growth in revenues, diluted earnings per share and operating cash flow; operating cash flow margin; operating cash flow return on equity; return on investment and capital; and total shareholder return). To help confirm the validity of its findings, the Compensation Committee separately measured CenturyLink’s performance against an extended 19-company peer group that included six additional telecommunications companies. Variances between our relative performance measured under the two separate groups were minimal.
Reviewing data on these metrics, the compensation consultant determined that CenturyLink:
scored within or nearThe Committee revised the top 10%design of its peers inour annual incentive program so that all executive officers are now measured against the same performance objectives of core revenue growth, operating cash flow growth, and operating cash flow margin,
| • | | marginally under-performed the 50thpercentile of its peers in earnings per share growth, return on investment and assets, operating cash flow return on equity, and total shareholder return, and
|
| • | | performed overall, on average, at or slightly above the 50thpercentile of its peers (weighing all eight measures equally).
|
The Committee also noted that CenturyLink and its executives:
outperformed all but one of the performance goals selected to set management’s 2012 annual bonuses, and
with an opportunity for positive or negative adjustment based on individual performance. achieved this operational performance during a time in which its management team remained actively engaged in integrating Embarq, Qwest and Savvis into CenturyLink’s operations, which has substantiallyThe above-described modifications of compensation programs increased the scopeportion of target total direct compensation that is performance-based from 53% to 60% for our CEO and complexityon average from 51% to 57% for our other named executives.
In October 2014, the Committee approved the hiring of Aamir Hussain as our business.Chief Technology Officer to lead our Product and Technology Development function. Mr. Hussain is a seasoned leader and has been on the frontlines of technological innovation. For further information on Mr. Hussain’s background, see “— Executive Officers Who Are Not Directors.” For further information on the performance goals selectedestablished by our Compensation Committee, see below — “Annual“— Short-Term Incentive Bonuses” and “— Long-Term Equity Incentive Compensation.”Compensation” under Subsection III below. For more information on our recent financial performance, seeAppendix AB to this proxy statement. Assessment of “Say on Pay” Voting Results and Shareholder Outreach. In May 2012, 2013 and 2014, the votes cast by our shareholders with respect to our “say on pay” proposal were favorable, over 96%, 94% and 91%, respectively. In connection with making executive compensation decisions, the Committee has taken note of these votes, and concluded that shareholders are generally satisfied with the scope and structure of our compensation programs. Nonetheless, in May 2014, our senior management implemented a shareholder outreach program with our top institutional investors holding approximately 30% of our outstanding shares, and received valuable input. We value the feedback provided by our shareholders and look forward to continued, open dialogue on compensation matters and other issues relevant to our business. II. Our Compensation Philosophy and Linkage to Pay for Performance Our Compensation Philosophy We compensate our senior management through a mix of programs designed to be market-competitive and fiscally-responsible. Ourfiscally responsible. More specifically, our executive compensation programs are designed to:
provide performance-based reward opportunities that support growthanappropriate mix of fixed and innovation without encouraging excessive risk, variable compensation to attract, retain and motivate key executives, reinforce our business strategies and our creation of long-term shareholder value by making substantial amounts of our executives’ compensation dependent upon attaining these goals,
align the interests of executives and shareholders by providingprovide a majority of our executive compensation in the formthat isperformance-based, to supportcreation of long-term equity grants,
shareholder value,revenue growth andoperational efficiency without encouraging excessive risk taking, attract, retain and motivate key executives by providing competitive compensation with an appropriate mix of fixed and variable compensation, short- term and long-term incentives, and cash and equity-based pay,
| • | | targetcompensation at the 50th percentile of market levels,when targeted levels of performance are achieved, for similarly-situated and comparably skilled executives at peer companies selected by our Compensation Committee, |
recognize and supportreward outstanding contributions and results, both on an individual basis and a company or divisional basis, compared to peer compensation and performance benchmark levels, manage cost and share dilution, and
whenever possible, promote internal equity by offering the same compensationcomparable pay to executives whom we expect to make roughly equivalent contributions.contributions, while differentiating executives’ compensation arrangements when appropriate, and
monitor share dilution. Overview of Pay Elements and Linkage to Compensation Philosophy and Objectives We believe the following elements of our compensation program help us to realize our compensation philosophy and objectives: | | | | | Pay Element | | Characteristics | | Compensation Philosophy and
Objectives | Salary | | Annualfixed cash compensation | | Provides acompetitive and stable component of income to our executives | | | | Short-Term Incentive Bonus | | Annualvariable cash compensation based on the achievement of annual performance measures. Half of these payments are currently based onoperating cash flow and the other half oncore revenue. For each executive, the Committee has an opportunity to make a positive or negative adjustment based on the executive’s performance againstindividual objectives | | Providescompetitiveshort-term incentive opportunities for our executives to earn annual cash bonusesbased on performance objectives that, if attained, can reasonably be expected to (i) promote our business and strategic objectives and (ii) correspond to those paid to similarly-situated and comparably skilled executives at peer companies | | | | Time-Based Restricted Stock | | Annual long-term equity awards that vest based on years of service | | Provides variable compensation that helps to retain executives and ensures our executives’ interests are aligned with those of shareholders togrow long-term value | | | | Performance-Based Restricted Stock | | Annual long-termvariable equity awards that cliff vest three years from the date of grant with half the number of shares based on ourrelative three-year performance versus our custom total shareholder return (“TSR”) industry peer group and the other half based on athree-year revenue target | | Fosters a culture of ownership, aligns the long-term interests of our executives with our shareholders and rewards or penalizes executives based on our relative TSR performance and long-term revenue targets |
The Committee feels our incentive programs supported our strategic and cultural priorities for 2014 as described below: Our senior officers are linked tosimilar performance objectives for both short-term incentive and performance-based restricted shares, as our business has become more integrated. Total shareholder return does not have a direct connection to the execution of our strategic plan, but long-term stock valuation will theoretically reflect the success of that execution. Total shareholder return is one of the performance measures used in our performance-based restricted shares, currently representing 16% to 22% of our executive officers’ target total compensation. Our generation ofcore revenue is critical to our goal of stabilizing and ultimately increasing our consolidated revenues with a view to attain strategic revenue growth sufficient to offset our legacy revenue losses. Core revenue is a performance measure in both our short-term incentive bonus and performance-based restricted shares, currently representing 28% to 30% of our executive officers’ target total compensation. Operating cash flow enables us to, among other things, (i) fund strategic capital investments designed to expand our business opportunities, (ii) return cash to our shareholders through dividends or share | repurchases, and (iii) meet our debt and pension obligations. Operating cash flow is a performance measure in our short-term incentive bonus, currently representing 8% to 12% of our executive officers’ target total compensation. |
Theindividual performance objectives provide “line of sight” to each senior officer’s performance regarding their specific areas of responsibility. In addition, we utilize this aspect of the short-term incentive plan design to reinforce leadership behaviors promoting our Unifying Principles and expectations of our broader workforce. We believe that successfully executing on clearly defined individual performance objectives will help us improve team collaboration, expand our product lines, refine our market strategies, execute acquisition opportunities, reduce costs and otherwise improve our operations. The following chart illustrates the approximate allocation of our CEO and other NEO’s total target compensation opportunity for 2014 between elements that are fixed pay and variable or performance-based pay: A fixed annual salary represents 11% of our CEO’s total target compensation and 20% of our other NEO’s average target total compensation. Variable pay is comprised of a short-term incentive (“STI”) bonus, time-vested restricted stock awards (“RSAs”) and performance-based restricted stock awards (“PSAs”), and represents 89% of our CEO’s total target compensation and 80% of the average of our other NEO’s average target total compensation. Performance-based pay is comprised of an STI bonus and PSAs, and represents 60% of our CEO’s total target compensation and 57% of our other NEO’s average target total compensation. Short-Term Incentive Performance.The Compensation Committee sets the target levels of performance based on assessments of the difficulty of achieving such levels and the potential impact of such achievement on enhancing shareholder value. In 2012, 2013 and 2014, our actual performance resulted in short-term incentive bonus payouts for our CEO of 135%, 102% and 96.8%, respectively. Linkage of Long-Term Incentive Performance Objectives with our Compensation Philosophy. We believe we can increase shareholder value by outperforming our industry peers’ three-year total shareholder return and consistently achieving and surpassing the sum of our annual revenue targets over a three-year performance period. Therefore, in 2014, the Committee increased the performance-based portion of our senior officers’ long-term equity incentive compensation from 50% to 60%.
Vesting of Performance-Based Restricted Stock.Our past issuances of performance-based restricted stock awards provide further evidence of our “pay for performance” philosophy. In 2010, 2011 and 2012, the Committee granted half of the value of the executives’ long-term awards in the form of performance-based restricted stock measured against our total shareholder return relative to the S&P 500 index, with the other half being in the form of time-vested restricted stock. The payout percentage in the table below represents the percentage of the target number of performance-based restricted shares granted for each of our senior officers that ultimately vested, with all remaining shares being forfeited. | | | | | | | | | | | | | | | | | | | | | Grant
Year | | Performance
Period | | | Performance
Goal | | | CTL TSR | | | Percentile
Rank | | | Payout
% | | 2010 | | | 2010 — 2012 | | | | S&P 500 | | | | 35.29 | % | | | 46 | th | | | 92 | % | 2011 | | | 2011 — 2013 | | | | S&P 500 | | | | -14.42 | % | | | 9 | th | | | 0 | % | 2012 | | | 2012 — 2014 | | | | S&P 500 | | | | 33.32 | % | | | 19 | th | | | 0 | % |
Significant Stock Ownership.Stock ownership guidelines further align executives and shareholders and focus the executives on long-term success. We established our executive stock ownership guidelines after discussions with some of our shareholders. Under our stock ownership guidelines as of April 1, 2015: Mr. Post held over $42.0 million in stock and performance shares and significantly exceeded his target ownership level. Our other NEOs held an aggregate of approximately $26.3 million in stock and performance shares and exceeded the target ownership level, on average, by approximately 3.5 times their respective target ownership level. III. Our Compensation Program Objectives and Components of Pay Our Compensation Practices To assist us in achieving our broad compensation goals, outlined above, we apply the following practices (many of which are described further elsewhere in this CD&A)Compensation Discussion and Analysis): What We DoDo… Deliver a substantial majority of our executives’Focus on performance-based compensation in a form tied to our performance, and weigh this variable compensationweighted heavily towards long-term equity awards
Maintain stock ownership guidelines applicable to our executive officers and outside directors Award half
Annually review our compensation programs to avoid encouraging excessively risky behavior Conduct annual “say-on-pay” votes Periodically seek input on our executive compensation from shareholders Maintain a compensation “clawback” policy Review the composition of our equity incentives as performance-based restricted stock with vesting requirementspeer group annually | | • | | Benchmark each pay element against 50thpercentile peer compensation levels |
Conduct independent and intensive performance reviews of our senior officers Limit the maximum number of performance shares to vest if our total shareholder return is negative Require shareholders to approve any future severance agreements valued at more than 2.99 times the executive’s target cash compensation Require our executives to own a significant amount of our stock
Maintain a “clawback” policy and, unlike most other companies, require our executives to agree toImpose compensation forfeiture covenants
Limit the number of performance-based restricted shares awarded to our executives if our total shareholder return over the applicable performance period is negative (regardless of how strong our relative performance is)
Annually review the continued appropriateness of our peer group
Annually review our compensation programs to avoid encouraging excessively risky behavior
Conduct an annual “say-on-pay” vote.
broader than those mandated by lawWhat We Don’t DoDo… Enter into employment agreements with our executives Maintain a supplemental executive retirement plan Award single-trigger change-in-control equity acceleration provisions (excluding pre-2011 awards)
Provide excise tax “gross-up” payments (except under soon-to-expire agreements assumed in prior acquisitions)
Permit our directors or employees to hedge our stock, Permit or our directors or keysenior officers to pledge our stock
Pay dividends on our executives’ unvested restricted stock (excluding pre-2011 awards) Permit the Compensation Committee’s currentcompensation consultant to provide services to CenturyLink Provide significant perquisites
Accrue additional benefits under our defined benefit plans for non-represented employees
Enter into employment agreements with our incumbent executives.
Use of Market Data
Assuming targeted levels of performance are achieved, we strive toPay, provide to each executive who has demonstrated strong performance total compensation within a range of the median of compensation levels paid by a designated group of peer companies selected by our Compensation Committee. We believe that paying executive compensation at competitive levels allows us to attract and retain talented executives, while also enabling us to maintain a competitive cost base with respect to compensation expense. For a discussion of several additional factors that impact the actual amount of compensation paid to each executive, see “— Our Compensation Decision-Making Process — Review Process” and for a discussion of initial steps we have taken to address pay shortfalls among our officers, see “— Overview of Elements and Amounts of Compensation — Shortfall in Compensation Levels.”
Based on input from its compensation consultant, the Compensation Committee used the following tools in 2012 to compare the compensation of our executives against individuals who work in similarly-situated positions at comparable companies:
survey data compiled by the compensation consultant containing compensation information about a broad range of public companies generally similar in size to us, and
or permit:compensation data publicly disclosed by companies included within the peer groups we used in 2012 for these purposes.
Since we agreed in 2010 to acquire Qwest, we have made several refinements to our peer group to match the increased size, complexity and diversity of our operations and lines of business. During 2010 and 2011, we primarily used a 14-member peer group that consisted wholly of cable and communications firms. In 2010, the Committee initially developed a replacement 15-member peer group that was used in a secondary manner in 2011 and as our primary peer group in early 2012. In August 2012, the Committee determined that the 15-member group was comprised of too many companies engaged in businesses dissimilar to ours. Consequently, following consultations with its independent compensation consultant, the Committee in August 2012 adopted the following 13-company peer group:
| (i) | | Cablevision Systems Corporation*
| | Motorola Solutions, Inc. | Charter Communications, Inc.
| | NII Holdings, Inc. | Comcast Corporation*
| | QUALCOMM Incorporated | DIRECTV*
| | Sprint Nextel Corp.* | Dish Network Corp.*
| | Time Warner Cable Inc.* | Frontier Communications Corporation*
| | Viacom Inc. | Liberty Global Inc.*
| | excessive perquisites, |
* | Included as members of the 14-company and 15-company predecessor peer groups used by us prior to August 2012.(ii) | excise tax “gross-up” payments under our severance arrangements, or |
In connection with approving the new 13-company peer group first used in August 2012, the Committee (i) retained eight companies from the predecessor groups (as highlighted in the list above) engaged in one or more of our primary lines of business, (ii) added five new companies that are generally comparable to us in terms of size, markets and operations, and (iii) removed from its predecessor 15-member peer group several non-communication companies, including Barnes & Noble, Inc., Fedex Corporation, Gannett Co., Inc., The McGraw Hill Companies, Inc., Virgin Media, Inc., and Xerox Corp. In selecting these 13 peer companies, the Committee included two other telecommunication companies (Sprint and Frontier), but elected not to include Verizon or AT&T, both of which are substantially larger than us, or any other telecommunication companies, all of which are substantially smaller than us.
For additional information about how we set pay levels, see “— Our Compensation Decision-Making Process.”
Overview of Elements and Amounts of Compensation
Principal Components. The principal components of our 2012 executive compensation are summarized in the following table:
| (iii) | | | | | | Compensation Component
| | Description
| | Purpose
| | Principal 2012 Actions
| Base Salary
| | Fixed; reviewed annually and adjusted, if and when appropriate | | Compensate executives fairly based on their levelsingle-trigger change of responsibilities with a fixed amount of cash providing basic financial security | | Increased in August 2012 by $40,000 to $79,000 per named executive officer for the reasons discussed under “— Salary.” | | | | | Annual Incentive Awards
| | Annual variable performance-based cash awards payable upon the attainment of certain below- described cash flow, legacy revenue, strategic revenues and “strategic enhancement” goals | | Motivate and reward executives to achieve annual business objectives critical to our overall performance and growth | | Named executive officers received annual bonuses for 2012 ranging from approximately $394,000 to $1,768,000, which reflects our attainment of all but one of our 2012 performance goals. See “— Annual Incentive Bonuses.” |
| | | | | | | Compensation Component
| | Description
| | Purpose
| | Principal 2012 Actions
| Long-Term Incentive
Awards
| | Equity awards granted annually as a combination of (i) time-vested restricted stock and (ii) performance-based restricted stock, the amount of which actually earned will vary based on our relative total shareholder return over a three-year period | | Motivate and reward executives to achieve sustained long-term growth in the value of the Company, and reinforce the link between the interests of our executives and shareholders | | Named executive officers received 2012 long-term incentive awards with grant date fair values unchanged from 2011, ranging from $1,104,000 to $4,400,000. See “— Long-Term Equity Incentive Compensation.” | | | | | Health and Welfare
Benefits
| | Fixed under plans | | Promote employee health and long-term financial security | | No significant changes in 2012. See “— Other Benefits.” | | | | | Perquisites and Other
Personal Benefits
| | Fixed | | Further promote employee health and security, and promote efficient use of time | | No significant changes in 2012. See “— Other Benefits.” | | | | | Severance Compensation
| | Fixed under plans or agreements | | Retain executives and enhance their productivity by alleviating concerns about the economic impact of involuntary terminations of employment and, in the case of a change in control providing continuity of management | | Adopted in August 2012 a plan providing customary severance benefits to executives involuntarily terminated without cause; no modifications to our 2011 restated change- of-control agreements. See “— Other Benefits.”equity acceleration benefits. |
Summary of 2014 Compensation for our Named Executive Officers Allocations.General. The following table and charts illustrate howTwo of the core principles of our compensation philosophy are to offer competitive compensation to our named executive officers’ 2012officers at the 50th percentile of market levels with an appropriate mix of fixed and variable compensation.
Our 2014 annual incentive bonus target compensation was allocated amongpercentages and the three main componentstotal fair value of recurring compensation. | | | | | | | | | | | | | | | | | | | Cash Compensation | | Equity
Compensation | Title | | % from
Salary | | % from Annual
Incentives (1) | | % from Long-
Term Incentives (2) | CEO | | | | 14 | % | | | | 17 | % | | | | 69 | % | Other Named Officers | | | | 21 | % | | | | 16 | % | | | | 63 | % |
(1) | Based on target bonus amounts. |
(2) | Based on target valuations reported in the Summary Compensation Table below. |
Each element of our 20122014 compensation is discussed further below in this Subsection under the headings “— Salary,” “— AnnualShort-Term Incentive Bonuses” and “— Long-Term Equity Incentive Compensation.” In each case, more information on how we determined specific pay levels is located under the heading “— Our Compensation Decision-Making Process.”Process” in Subsection IV below. Salary ShortfallGeneral. Annually in the first quarter, the Committee reviews compensation tally sheets and benchmarking data, discusses with the CEO each senior officer’s pay and performance relative to other senior officers, and considers when the officer last received a pay increase. More information on how we determined specific pay levels is located under “— Our Compensation Levels.Decision-Making Process” in Subsection IV below.
In 2014, the Committee increased Mr. Goff’s salary by 5% to $525,000, effective in February 2014, and approved Mr. Hussain’s annual salary of $475,000, effective upon his hiring in October 2014. There were no other changes to our remaining named executive officers’ 2014 salaries. Recent Actions. SubjectIn November 2014, the Committee approved a 13.6% increase to continued strongMr. Post’s salary to $1,250,000, which became effective on January 1, 2015. This increase was the result of the Committee’s recognition of Mr. Post’s overall leadership and performance bydemonstrated in 2014 and acknowledgment of his role in the execution of our executives, we generally seek to target our executives’ compensation atbusiness strategy, as well as the 50th percentileCommittee’s review of compensation paid to comparable executives at other companies within our peer group and as compared to broader survey data. In February 2012, the Committee’s independent compensation consultant advised that the Company’s rapid growth had caused its executive compensation levels to fall well below market-competitive compensation levels of peer companies for salary and incentive pay. As discussed in greater detail under the headings below, since early 2012 the Committee has taken certain initial steps to reduce the shortfall between the compensation of our named executives and their peers. Assuming management continues to demonstrate strong performance, the Committee currently intends to close the remaining gap in the future, primarily through enhanced performance-based pay opportunities. Salary
As noted above, in February 2012 the Committee’s compensation consultant advised that the Company’s salary and incentive compensation levels lagged significantly behind compensation levels paid to comparable executives at peer companies. At that February 2012 meeting, management recommended to maintain executive officer salaries unchanged at that time for a variety of reasons. The Committee agreed, pending receipt of updated peer group compensation data. In August 2012, the Committee reviewed updated compensation analysis prepared by its compensation consultant indicating that the Company’s executive compensation levels had fallenbenchmarking. See further below mean compensation levels at peer companies included within the 13-company peer group described abovediscussion under “— Use of Market Data.” The‘Benchmarking’ Data — Performance Benchmarking” in Subsection IV below. In February 2015, the Committee further noted thatawarded salary increases ranging from 2.5% to 3.0% for Ms. Puckett, Mr. Ewing and Mr. Goff, and left unchanged the Company had made significant progresssalary of Mr. Hussain.
Short-Term Incentive Bonuses General. With the assistance of management and its compensation consultant, the Compensation Committee sets STI bonus targets annually, and, under special circumstances, more frequently than annually. Annually in integrating its recently-acquired operations into its incumbent operations,the first quarter, the Committee approves (i) the performance objectives for prospective bonuses, (ii) the “minimum,” “target” and made individualized assessments“maximum” threshold levels of which executives meritedperformance, (iii) the largest percentage increases. Based on all these factors, in August 2012weighting of the performance objectives, (iv) the amount of bonus payable if the target level of performance is attained and (v) the finally determined amount of bonus payments attributable to performance for the prior year. In February 2014, the Committee determined that salary increases were warrantedeach named executive’s then-prevailing STI bonus target continued to be generally within acceptable range of targeting an STI bonus opportunity at the 50th percentile for peers in acknowledgement of similarly situated positions based on data compiled by its compensation consultant.management’s progressThe table below summarizes the 2014 STI bonus opportunities for our named executive officers. Except as noted in attaining the Company’s operational goals, and elected to begin to reduce the disparities in pay between the Company and its peers by implementing the following salary increases:
| | | | | | | | | | | | | Named Officer | | Prior Annual
Salary | | | New Annual Salary
(Effective August
2012) | | | Percentage
Increase | | Glen F. Post, III Chief Executive Officer and President | | $ | 1,021,000 | | | $ | 1,100,000 | | | | 7.7 | % | Karen A. Puckett Executive Vice President and Chief Operating Officer | | | 664,000 | | | | 725,000 | | | | 9.2 | % | R. Stewart Ewing, Jr. Executive Vice President and Chief Financial Officer | | | 599,000 | | | | 650,000 | | | | 8.5 | % | David D. Cole Senior Vice President — Controller and Operations Support | | | 435,000 | | | | 475,000 | | | | 9.2 | % | Stacey W. Goff Executive Vice President, General Counsel and Secretary | | | 424,564 | | | | 500,000 | | | | 17.8 | % |
Althoughtable, the Committee has not yet completed its deliberations regarding 2013 executive compensation levels, it currently intends to maintain the 2013 salaries of each named officer at the levels approved in August 2012.
Annual Incentive Bonuses
General. We award annual cash bonuses to key employees based on performance objectives that, if attained, can reasonably be expected to (i) promote our business objectives, (ii) maintain or increase our long-term shareholder value and (iii) correspond to those paid to similarly-situated and comparably skilled executives at peer companies. We currently offer annual incentive bonuses to approximately 20,500, or 38%, of our employees.
The 2012 bonuses paid2014 made no changes to our named executive officers were calculated as follows:officers’ prior bonus targets.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Named Officer | | 2012
Salary | | | x | | Bonus
Target % | | | x | | Corporate
Performance % (1) | | | = | | Bonus (2) | | | | | Actual
Award
as % of
Salary | | Glen F. Post, III Chief Executive Officer and
President | | $ | 1,047,606 | | | | | | 125 | % | | | | | 135 | % | | | | $ | 1,767,836 | | | | | | 169 | % | Karen A. Puckett Executive Vice President and Chief
Operating Officer | | | 684,562 | | | | | | 85 | % | | | | | 135 | % | | | | | 785,535 | | | | | | 115 | % | R. Stewart Ewing, Jr. Executive Vice President and Chief
Financial Officer | | | 616,105 | | | | | | 85 | % | | | | | 135 | % | | | | | 706,981 | | | | | | 115 | % | David D. Cole Senior Vice President — Controller and Operations Support | | | 448,790 | | | | | | 65 | % | | | | | 135 | % | | | | | 393,813 | | | | | | 88 | % | Stacey W. Goff Executive Vice President, General Counsel and Secretary | | | 450,096 | | | | | | 65 | % | | | | | 135 | % | | | | | 394,959 | | | | | | 88 | % |
| | | | | | | | | | | | | | | | | Named Officer | | 2014
Salary | | | x | | Bonus
Target % | | | = | | Target Bonus
Opportunity | | Glen F. Post, III | | $ | 1,100,000 | | | | | | 150 | % | | | | $ | 1,650,000 | | Karen A. Puckett | | | 725,000 | | | | | | 110 | % | | | | | 797,500 | | R. Stewart Ewing, Jr. | | | 650,000 | | | | | | 110 | % | | | | | 715,000 | | Aamir Hussain | | | 85,892 | (1) | | | | | 100 | % | | | | | 85,892 | (1) | Stacey W. Goff | | | 520,890 | (2) | | | | | 110 | % | | | | | 572,979 | (2) |
| (1) | Calculated as discussed below under “— Corporate Target Percentage.”2014 salary reflects 66 days that Mr. Hussain was employed with the Company in 2014, and his 2014 target bonus opportunity has been prorated accordingly. |
| (2) | The Committee has discretionAlthough Mr. Goff’s 2014 bonus target percentage for 2014 was unchanged from 2013, his target bonus opportunity increased due to reduce the amount payablea 2014 salary increase. 2014 salary reflects Mr. Goff’s rates of $500,000 from January 1 to the executive officers in accordance with this calculation, but choose notFebruary 19 and $525,000 from February 20 to with respect to these 2012 bonuses.December 31. |
These bonus amounts are reflected in the Summary Compensation Table appearing below under the column “Non-Equity Incentive Plan Compensation.”
Performance Objectives and Targets. SimilarOn an annual basis, the Committee reviews the relevance of our STI performance objectives for alignment with our business goals and objectives. In February 2014, the Committee approved the below performance objectives and weighting so that all our senior officers are now measured against the same financial performance objectives of consolidated operating cash flow and consolidated core revenue. See further discussion under “— Overview of Pay Elements and Linkage to its findings regarding salary,Compensation Philosophy and Objectives” in Subsection II above. In February 2014, the Committee’s compensation consultant determined in February 2012 that targeted and actualCommittee, after discussion with our CEO, approved (i) the target level, of 6%, of operating cash flow return on average assets for purposes of fixing the maximum amount of potential annual incentive bonuses for 2014 payable to the Company’s executives lagged below those payable to comparable executives at peer companies. Nonetheless, the Committee electedour senior officers in early 2012 to establish 2012 target bonus opportunities (expressed as a percentage of salary) equal to those used for the prior year,accordance with the understanding that it would re-review executive compensation at future meetings upon receipt of updated data. The Committee also attempted to promote internal equity and teamwork by applying the same target bonus percentage to named executive officers with similar responsibility levels. Similar to 2011, the Compensation Committee elected in 2012 to base 90%Section 162(m) of the senior officers’ 2012 annual incentive bonuses on whether we obtained “minimum,” “target” or “maximum” threshold levels of the following financial goalsInternal Revenue Code, and (ii) thresholds, targets, and maximums for 2012:operating cash flow and core revenue.
| | | | | | | | | | | | | | | | Performance Levels (in millions) | | Corporate Goal | | Minimum | | | Target(1) | | | Maximum | | Operating Cash Flow(2) | | $ | 7,030.00 | | | $ | 7,400.00 | (3) | | $ | 7,770.00 | | Legacy Revenue(4) | | | 7,382.25 | | | | 7,650.00 | | | | 7,917.75 | | Strategic Revenue(5) | | | 8,154.25 | | | | 8,450.00 | | | | 8,745.75 | |
| | | | | | | | | | | | | | | | | | | | | | | Performance Levels (in millions) | | Financial Performance Objectives | | Weighting | | | Minimum | | | Target(1) | | | Maximum | | Consolidated Operating Cash Flow(2) | | | 50 | % | | $ | 6,792.5 | | | $ | 7,150.0 | | | $ | 7,507.5 | | Consolidated Core Revenue(3) | | | 50 | % | | | 15,729.5 | | | | 16,300.0 | | | | 16,870.5 | |
| (1) | Based upon the same forecasts used in connection with our publicly-disclosed guidance. |
| (2) | Represents operating income plus depreciation and amortization expenses. |
| (3) | Represents the midpoint of a target that ranges from $7,363 million to $7,437 million. |
(4) | Represents revenue generated from local voice access lines, long distance and other services as reported in our publicly-filed financial statements; excludes switched access revenues. |
(5) | Represents revenue from providing the following services: high speed internet, internet protocol television (IPTV), data hosting, cloud computing, private line/special access, Ethernet/multiprotocol label switching (MPLS), satellite video and voice over internet protocol (VoIP), all as reported in our publicly-filed financial statements. |
WithIn February 2014, the Committee, in collaboration with our CEO, also approved guidelines designed to enable the Committee, in its discretion, to increase or decrease the bonus of each senior officer by up to 10%, based on the officer’s individual performance during 2014 with respect to (i) assisting the Company to meet its expense budget, (ii) exhibiting collaboration and leadership skills, (iii) attaining three to four specific pre-selected individual performance objectives and (iv) the officer’s individual scoring under our operating cash flow target, attainment of less than 95%management performance rating system.
2014 Performance Results. In February 2015, the Compensation Committee reviewed audited results of the target amount (the “minimum”Company’s performance level)as compared to the financial performance targets established for 2014. The Committee determined that the aggregate earned performance for these performance targets was designed96.8% for our named executive officers, as described further below. During 2014, we achieved the financial results described below which, based on the financial objective payout scale in the table below in this Subsection under “— Calculation of Bonuses,” resulted in the following earned performance level for each financial objective: | • | | 162(m) Target — Operating Cash Flow Return on Average Assets.Attained a 13.9% operating cash flow return on average assets, which exceeded the target level established by the Committee in February 2014 for purposes of fixing the maximum amount of potential annual bonuses for 2014 payable to our senior officers in accordance with Section 162(m) of the Internal Revenue Code. |
| • | | Operating Cash Flow. Achieved consolidated operating cash results of $7.056 billion, which was slightly below its target of $7.150 billion, thereby resulting in earned performance of 86.9% of the target level. |
| • | | Core Revenue. Achieved consolidated core revenue results of $16.338 billion, which was slightly above its target of $16.300 billion, thereby resulting in earned performance of 106.7% of the target level. |
| • | | Individual Performance Objectives. The Committee reviewed with management the degree to which each senior officer met certain specific individual performance objectives and benchmarks, as well as qualitative assessments of each officer’s performance. Based on these assessments, the Committee elected to increase Mr. Goff’s bonus payment by 10% and to make no individual performance adjustment with respect to the other senior officers. |
We used the following scale, which was approved in 2014, to result in nocalculate bonus payment, and attainment of more than 105%amounts payable with respect to company performance. | | | | | | | | | | | | | Financial Objective Payout Scale | | | | | | | | | | | | | | | Performance Level | | Consolidated
Operating
Cash Flow | | | Consolidated
Core
Revenue | | | Percentage
of Earned
Performance | | Maximum | | | ³105.0% | | | | ³103.5% | | | | 200% | | Target | | | 100.0% | | | | 100.0% | | | | 100% | | Threshold | | | 95.0% | | | | 96.5% | | | | 50% | | Below Threshold | | | < 95.0% | | | | < 96.5% | | | | 0% | |
Upon completion of the target amount (the “maximum” performance level) wasfiscal year, if necessary, our actual operating results are adjusted up or down, as appropriate, in accordance with the Committee’s long-standing guidelines that are designed to result in twice the bonus payable for attaining the target level of performance. With respect to each of our revenue targets, attainment of less than 96.5% (the “minimum” performance level) of the target amount was designed to result in no bonus payment, and attainment of more than 103.5% of the target amount (the “maximum” performance level) was designed to result in twice the bonus payable for attaining the target level of performance. In all cases, we adjusted these amounts to eliminate the effects of extraordinary or non-recurring transactions in accordance with procedures further described below. For purposes of calculatingthat were not known, anticipated or quantifiable on the aggregate 2012 bonus payment,date the followingperformance goals were weightedestablished.
Calculation of Bonuses. The STI bonus payments are calculated using the above-described financial objective payout scale and other criteria approved in the first quarter of the year by the Committee. After our internal audit personnel have reviewed these determinations and calculations, they are provided in writing to the Committee for its review and approval. The 2014 bonuses paid to our named executives were calculated under a three-step process. In step one, the Committee determined that we had exceeded our target of operating cash flow return on average assets under 162(m) and therefore, each of our named executives qualified for potential annual bonuses up to a fixed maximum amount defined as a percentage of the executive’s 2014 salary. In step two, the Committee calculated bonuses by measuring the Company’s performance against the corporate cash flow and revenue goals described above under the heading “— 2014 Performance Results.” In step three, the Committee authorized actual bonuses for our named executives, which were substantially lower than the maximum potential bonuses. The actual amounts of the named executive officers’ 2014 bonuses were calculated as follows: | | | | | | | | | | | | | | | | | | | | | | | Named Officer | | Target Bonus
Opportunity(1) | | | x | | Earned
Company
Performance
%(2) | | | + | | Discretionary
Adjustment for
Individual
Performance(3) | | | = | | Bonus(4) | | Glen F. Post, III | | $ | 1,650,000 | | | | | | 96.8 | % | | | | $ | 0 | | | | | $ | 1,597,200 | | Karen A. Puckett | | | 797,500 | | | | | | 96.8 | % | | | | | 0 | | | | | | 771,980 | | R. Stewart Ewing, Jr. | | | 715,000 | | | | | | 96.8 | % | | | | | 0 | | | | | | 692,120 | | Aamir Hussain | | | 85,892 | | | | | | 96.8 | % | | | | | 0 | | | | | | 83,144 | | Stacey W. Goff | | | 572,979 | | | | | | 96.8 | % | | | | | 57,298 | | | | | | 611,942 | |
| (1) | Determined in the manner reflected in the chart in this Subsection under the heading “— Short-Term Incentive Bonuses — General.” |
| (2) | Calculated or determined as discussed above in this Subsection under “— 2014 Performance Results.” |
| (3) | Determined based on achievement of individual performance objectives as described further above in this Subsection. |
| (4) | | • Operating Cash Flow
| | | 50 | % | • Legacy Revenue
| | | 20 | % | • Strategic Revenue
| | | 20 | % | • Strategic Enhancements
| | | 10 | % These bonus amounts are reflected in the Summary Compensation Table appearing below under the column “Non-Equity Incentive Plan Compensation.” |
Bonuses payable with respect to attainment of “strategic enhancements” were based on the Compensation Committee’s subjective assessment of each senior officer’s specific contributions to
Committee Discretion. As noted above, we exceeded our strategic positioning. In connection with these determinations, the Committee reviewed company-wide or individual achievements relating to:
growth in the financial performance or prospects oftarget for our strategic services, and growth in our customers for such services
the operational and cultural integration of our incumbent and recently-acquired operations
the development of new, expanded or improved services, the construction of new service facilities, the completion of other capital projects, and the commencement or completion of other initiatives promoting immediate or long-term growth deemed relevant by the Committee.
Although the Committee generally prefers to base bonuses on objective quantifiable performance goals, it determined to utilize more qualitative assessments of its strategic enhancements for purposes of the 2012 bonuses principally because measuring success was too dependent on future events and multiple variables to apply fixed objective financial goals.
Rationale for Performance Objectives and Targets.The Committee selected the above-described 2012 metrics because they correlate strongly with the Company’s financial and strategic162(m) objectives (including successfully integrating the Company’s recently-acquired operations into its incumbent operations) for the following reasons:
Strong operating cash flow is critical to our success because it enables us to, among other things, (i) fund strategic capital investments designed to expand our business opportunities, (ii) pay an attractive dividend, and (iii) meet our debt obligations.
Maximizing our legacy revenues permits us to retain scale and financial resources as we pursue other revenue sources.
Strategic revenue growth promotes our critical strategic objective of identifying new or growing revenue sources designed to offset anticipated decreases in our legacy revenues and to diversify our earnings streams.
Strengthening our strategic positioning will further enhance our business strategy of expanding revenue streams that are growing.
The Compensation Committeewhich set the target levels of performance described above based on assessments of the difficulty of achieving such levels and the potential impact of such achievement on enhancing shareholder value. As in past years, the Committee set these target levels of performance with expectation that there would be a significant chance that they would not be achieved, based on information available to the Committee at that time. For 2011 and 2012, each of our executives received bonus payments equal to 96% and 135%, respectively, of their targeted awards.
Corporate Target Percentage. In February 2013, the Compensation Committee reviewed management’s assessment of the Company’s performance during 2012 as compared to the targets established in March 2012 with respectmaximum 2014 bonuses payable to each of our senior officers. BasedThe Committee maintains the discretion, subject to certain limits, to either increase or decrease the bonus amounts determined on this process,the basis of actual performance earned for financial and individual targets and objectives. Nonetheless, the Committee determined thatelected not to apply discretionary adjustments for the aggregate rate of attaining these goals (referred2014 annual incentive bonus payments to inany our named executive officers, other than the table below as the “Corporate Performance Percentage”) was 135%, calculated as follows:one above-described adjustment for individual performance.
| | | | | | | | | | | | | | | | | | | | | | | Percentage Payout
Relating to Goal | | x | | Weighting
Factor | | = | | Corporate
Performance
Percentage
Components | Operating Cash Flow | | | | 152.2 | % | | | | | | 50 | % | | | | | | 76.1% | | Legacy Revenue | | | | 146.2 | % | | | | | | 20 | % | | | | | | 29.2% | | Strategic Revenue | | | | 85.0 | % | | | | | | 20 | % | | | | | | 17.0% | | Strategic Enhancements | | | | 125.0 | % | | | | | | 10 | % | | | | | | 12.5% | | | | | | | | | | | | | | | | | | | | | | Corporate Performance Percentage | | | | | | | 135.0% | |
Negative Discretion. As in past years, during 2012Under our annual bonus programs, the Committee retainedmay authorize the right to unilaterally reduce, without forfeiting favorable tax treatmentpayment of our bonus payments, the amount of the executives’annual bonuses calculated using the processes described above ifin cash or stock. Since 2000, the Committee believes for any reason that it is unwarrantedhas paid these bonuses entirely in cash, principally to pay such amount to any or all of the senior officers. With respect to the 2012 bonus payments, the Committee determined that there was no basis for effecting any such reductions.diversify our compensation mix and prevent us from over-utilizing equity grants.
Recent Actions. AlthoughIn November 2014, the Committee has not yet approved 2013an increase, which became effective on January 1, 2015, to Mr. Post’s short-term incentive percentage bonus from 150% to 175%. This increase was the result of the Committee’s recognition of Mr. Post’s overall leadership and performance demonstrated in 2014 and acknowledgment of his role in the execution of our business strategy, as well as the Committee’s review of compensation benchmarking. See further discussion under “— Use of ‘Benchmarking’ Data — Performance Benchmarking” in Subsection IV below. In connection with establishing 2015 annual incentive bonus targets, for senior officers, it has approved certain design terms of a proposed 2013 bonus program, including refinements to the Committee’s 2013 bonus metrics to further align them with our evolving strategic objectives. Upon receipt of additional information and further deliberations, the Committee will determine later this year if, when and howmade no other changes to addressour remaining executive officers’ bonus target percentages; however, the shortfall between the annual bonus opportunitiesamount of our named executives andexecutive officers’ bonus targets incrementally increased with their peers discussed under the heading “— Overview of Elements and Amounts of Compensation — Shortfall in Compensation Levels.”base salary increases. Non-Executive Bonuses.Bonuses Compared. We currently offer STI bonuses to our executive officers, the remainderall of our non-union and non-sales employees and the STI thresholds, targets and maximum financial performance targets for our non-senior officers are the same as the Committee approves for our senior officers have more diverse and individualized performance goals. When an officer or manager has responsibility for a particular business unit, division or region, the performance goals are typically heavily weighted toward the operational performance of those units or areas. Other individuals may receive individual performance goals. Depending on the level of seniority, these individuals may also receive a portion of their bonus based on overall corporate performance.officers. As discussed in Subsection IV below under the heading “— Our Compensation Decision-Making Process,” the CEO approves the performance goals of substantially all of the non-executivenon-senior officers under the general supervision of the Compensation Committee. Long-Term Equity Incentive Compensation General.General. Our shareholder-approved long-term incentive compensation programs authorize the Compensation Committee to grant stock options, restricted stock, restricted stock units and various other stock-based incentives to key personnel. We believe stock incentive awards (i) encourage key personnel to focus on sustainable long-term performance, (ii) strengthen the relationship between compensation and growth in the market price of the Company’s Common Shares and thereby align management’s financial interests with those of the shareholders and (iii) help attract and retain talented personnel. During
Annual grants of stock awards to executives are typically made during the first halfquarter after we publicly release our earnings, although the Committee may defer grants for a variety of 2013,reasons, including to request additional information or conduct further reviews of management’s performance. Grants of stock awards to newly-hired executive officers who are eligible to receive such awards are typically made at the next regularly scheduled Committee meeting following their hire date. We award our executives with a greater portion of their total compensation in the form of equity grants compared to more junior officers. In 2014, the Compensation Committee increased, from 50% to 60%, the portion of our senior officers’ long-term equity incentive compensation that is based on performance and payable only if we intend to offerattain certain specified goals, thereby placing a greater portion of their compensation at risk. The remaining portion of our senior officers’ long-term equity incentive compensation is currently paid in time-vested restricted stock, the value of which is dependent on our performance over an extended vesting period. In March 2015, we granted long-term equity incentive compensation awards to approximately 680, or 1%,2% of our employees.employees in the form of time-vested restricted shares. 2012 Executive Grants.Performance Benchmarks In February 2012,. On an annual basis, the Committee reviews the relevance of our performance benchmarks for alignment with our long-term strategic plan. In 2014, we kept the same two performance benchmarks, relative TSR and absolute revenue, as we had for our 2013 performance-based restricted shares. See further discussion under “— Overview of Pay Elements and Linkage to Compensation Philosophy and Objectives” in Subsection II above.
An overview of ourTSR performance-based restricted sharesgranted in 2014 is outlined below. | • | | Performance Benchmark: Our percentile rank versus the below-described 29-company industry peer group. See further discussion under “— Use of ‘Benchmarking’ Data — Performance Benchmarking” in Subsection IV below. |
| • | | Performance Period: January 1, 2014 through December 31, 2016 |
| • | | Performance Vesting: The ultimate number of TSR performance-based restricted shares that vest will be based on our total shareholder return during the above-described performance period relative to the total shareholder return of the 29-company peer group over the same period, as illustrated in the table below. |
| | | | | | | | | Relative Total Shareholder Return | | Performance Level | | Company’s Percentile Rank | | | Payout as % of
Target
Award1 | | Maximum | | | ³ 75th Percentile | | | | 200% | | Target | | | 50th Percentile | | | | 100% | | Threshold | | | 25th Percentile | | | | 50% | | Below Threshold | | | < 25th Percentile | | | | 0% | |
| (1) | Linear interpolation is used when our relative TSR performance is between the threshold, target and maximum amounts to determine the corresponding percentage of target award earned. |
An overview of ourabsolute revenue performance-based restricted shares granted in 2014 is outlined below. | • | | Performance Benchmark: The sum of an absolute revenue target over a three-year performance period which are separately established by the Committee or its Subcommittee during the first quarter of the years 2014, 2015, and 2016. “Absolute revenue” is defined as the sum of our consolidated legacy and strategic revenue, in each case defined in the same manner we reported such amounts in our Annual Report on Form 10-K for the prior year. |
| • | | Performance Period: January 1, 2014 through December 31, 2016. |
| • | | Performance Vesting: The ultimate number of our absolute revenue performance-based restricted shares that vest will be based on our achievement of the aggregate three-year absolute revenue target, as illustrated in the table below; provided, however, none of our absolute revenue performance-based restricted shares will vest unless we attain a 6% operating cash flow annual return on average assets during the performance period. Upon completion of the fiscal year, if necessary, our actual operating results are adjusted in accordance with the Committee’s long-standing guidelines that are designed to eliminate the effects of extraordinary or non-recurring transactions that were not known, anticipated or quantifiable on the date the performance goals were established. The Committee intends to use these same guidelines to adjust, as necessary, our actual revenues with respect to the absolute revenue performance-based restricted shares awarded in 2014. |
| | | | | | | | | Absolute Revenue | | Performance Level | | Company’s Performance1 | | | Payout as % of
Target
Award2 | | Maximum | | | ³ 103.5% | | | | 200% | | Target | | | 100.0% | | | | 100% | | Threshold | | | 96.5% | | | | 50% | | Below Threshold | | | < 96.5% | | | | 0% | |
| (1) | Sum of absolute revenue actually attained for the years 2014, 2015 and 2016 divided by the sum of absolute revenue targets separately established for each of the years 2014, 2015 and 2016. |
| (2) | Linear interpolation is used when our absolute revenue performance is between the threshold, target and maximum amounts to determine the corresponding percentage of target award earned. |
For additional information on the above-described grants, see “Executive Compensation — Incentive Compensation and Other Awards.” 2014 Executive Grants. At its February 2014 meeting, the Committee granted equity awards to our senior officers on terms and in amounts substantially similar to the awards granted to them in 2013. The Committee did, however, (i) increase the targeted aggregate grant date fair value of Mr. Post’s and Mr. Goff’s awards from $6,600,000 to $7,500,000 and from $1,200,000 to $1,260,000, respectively, and (ii) increased the portion of each senior officer’s equity awards subject to performance conditions from 50% in 2013 to 60% in 2014. Effective in early November 2014, the Committee granted an equity award to Mr. Hussain with a grant date fair value of $2,500,000, which the Committee determined was necessary to match prevailing levels of incentive compensation and to reflect Mr. Hussain’s equity forfeitures at his previous employer. During 2014, the Committee granted to our named officers the following number of (i) restricted shares tothat will vest over a three-year period principally in exchange for continued service (“time-vested restricted shares”), (ii) performance-based restricted shares that will vest in 2017 based on our named executive officers:relative total shareholder return (the “TSR performance-based restricted shares”) and (iii) performance-based restricted shares that will vest in 2017 principally based on our attainment of absolute revenue targets over the three-year performance period (the “absolute revenue performance-based restricted shares”): | | | | | | | | Performance-Based Restricted Shares | | | | | Named Officer | | | Time-Vested Restricted
Shares | | | No. of TSR
Performance-
Based
Restricted
Shares(2) | | | No. of
Absolute
Revenue
Performance-
Based
Restricted
Shares(2) | | | Fair
Value(1) | | | Total Fair
Value(1) | | | | No. of Time-
Vested
Restricted
Shares | | | Fair Value(1) | | | No. of
Performance
Based
Restricted
Shares(2) | | | Fair Value(1) | | | Total Fair
Value(1) | | | No. of
Shares | | | Fair Value(1) | | | Glen F. Post, III | | | 58,843 | | | $ | 2,200,000 | | | | 58,844 | | | $ | 2,200,000 | | | $ | 4,400,000 | | | | 103,611 | | | $ | 3,000,000 | | | | 77,708 | | | | 77,710 | | | $ | 4,500,000 | | | $ | 7,500,000 | | Karen A. Puckett | | | 25,677 | | | | 960,000 | | | | 25,677 | | | | 960,000 | | | | 1,920,000 | | | | 31,549 | | | | 913,500 | | | | 23,662 | | | | 23,663 | | | | 1,370,250 | | | | 2,283,750 | | R. Stewart Ewing, Jr. | | | 19,900 | | | | 744,000 | | | | 19,900 | | | | 744,000 | | | | 1,488,000 | | | | 21,551 | | | | 624,000 | | | | 16,163 | | | | 16,164 | | | | 936,000 | | | | 1,560,000 | | David D. Cole | | | 14,764 | | | | 552,000 | | | | 14,765 | | | | 552,000 | | | | 1,104,000 | | | Aamir Hussain | | | | 63,065 | | | | 2,500,000 | | | | — | | | | — | | | | — | | | | 2,500,000 | | Stacey W. Goff | | | 14,764 | | | | 552,000 | | | | 14,765 | | | | 552,000 | | | | 1,104,000 | | | | 17,406 | | | | 504,000 | | | | 13,055 | | | | 13,056 | | | | 756,000 | | | | 1,260,000 | |
| (1) | For purposes of this chart, we valuedetermine both time-vested and performance-based restricted shares by multiplyingdividing the number of sharestotal fair value granted to the executive by the volume-weighted average closing price of our Common Shares over a 15-trading day period ending five trading days prior to the grant date. In the Summary Compensation Table, however, our 20122014 grants of time-vested restricted stock are valued in accordance with FASB ASC Topic 718 based on the closing stock price of our Common Shares on the business day preceding the date of grant, and our 20122014 grants of performance-based restricted shares are valued as of the grant date based on probable outcomes, in each case in accordance with SEC disclosure rules. See footnote 1 to the Summary Compensation Table for more information. |
| (2) | Based on the number of restricted shares granted in February 2012.2014. As discussed further below, the actual number of shares that vests in the future may be lower or higher. |
For more information on these grants, please see below “Executive Compensation — Incentive Compensation and Other Awards.”
Amount of Awards. Each year, the Committee generally determines the size of equity grants, expressed in dollars, based on the recipient’s responsibilities, capabilities, performance and duties, and on information furnished by the Committee’s compensation consultant regarding equity incentive practices among comparable companies.
In determining the size of each senior officer’s 2012 grant, the Committee discussed each officer’s performance and contributions, and reviewed market data regarding long-term incentive compensation paid to comparable executives at companies included in the benchmarking data compiled by the compensation consultant. Based on these deliberations, the Committee elected to grant to each named officer long-term equity awards with a total fair value equal to the total fair value of their 2011 long-term incentive awards (as measured in the manner noted in footnote 1 of the table above).
In establishing equity award levels, we also review the equity ownership levels of the recipients, primarily to determine if our executives continue to be adequately incentivized to create sustainable long-term shareholder value. We believe, however, that each annual grant of long-term compensation should generally match prevailing market practices in order for our compensation packages to remain competitive from year to year, and to mitigate the risk of competitors offering compensation packages to our executives that have superior long-term incentives.
Types of Awards.Awards. We strive to pay equity compensation in forms that create appropriate incentives to optimize performance at reasonable cost, that minimize enterprise risk, that align the interests of our officers and shareholders, that foster our long-term financial and strategic objectives and that are competitive with incentives offered by other companies. Since 2008, the Committee has elected to issue all of our long-term equity compensation grants in the form of restricted stock for a variety of reasons, including: the Committee’s recognition of the growingprevalent use of restricted stock by our peers, the Committee’s desire to minimize the dilution associated with our rewards, awards, and the retentive value of restricted stock under varying market conditions, and the loss of accounting advantages formerly associated with stock options.
conditions.In an effort to increase the link between our performance and executive compensation, since 2010, the Committee has issued at least half of the value of the executives’our senior officers’ long-term awards in the form of performance-based restricted stock, with the other halfrest being in the form of time-vested restricted stock. TheAs described further above, the number of performance-based restricted shares that ultimately vest underis dependent solely upon our relative total shareholder returns for the awards made by the Committee inbetween 2010 2011 and 2012, and is dependent onupon both our relative total shareholder return over two or three-yearreturns and our attainment of certain absolute performance periodstargets for awards made in relation to the total shareholder return of the companies comprising the S&P Index over the same periods.2013 and 2014. For additional information on the vesting and other terms of our equity awards (including certain voluntary limits on the number of performance-based restricted shares that vest if our total shareholder return over the performance period is negative),negative and our intent to comply with Section 162(m) of the Internal Revenue Code) with respect to certain aspects our executive compensation, see “Executive Compensation — Incentive Compensation and Other Awards.” Dividends.Dividends. Since 2011, all dividends paid with respect to restricted stock awards have been payable to the recipient only upon the vesting of the award. In prior years, some or all of these dividends were paid currently.
Recent Actions. TheAt its February 2015 meeting, the Committee has not yet granted equity awards to our senior officers for 2013.on terms and in amounts substantially similar to the awards granted to them in 2014. The Committee has,did, however, approved certain features of proposed 2013 equity grants, including program design changes intended to broadenincrease the scope of the performance metrics applicable to future grants of our performance-based restricted shares. Later this year, the Committee intends, upon receipt of additional information and further deliberations, to determine if, when and how to address the gap between the equity incentive compensation of our named executives and their peers discussed under the heading “— Overview of Elements and Amounts of Compensation — Shortfall in Compensation Levels.” 2010 and 2011 Retention Grants
Qwest Merger. As contemplated under our merger agreement with Qwest, we implemented in mid-2010 a retention program designed to ensure that over 200 of our top officers and managers had adequate incentives to remain employed with us through completion of the Qwest acquisition and the critical period of integration thereafter. In August 2010, the Committee made awards under this plan to our executives. Of the total grant date value of these awards, 100% (in the case of the CEO) or 75% (in the case of all other executives) was composed of equity grants, which are reflected as 2010 compensation in our Summary Compensation Table.
Other than our CEO, our executives received 25% of thetargeted aggregate grant date fair value of their 2010 retention grantsMr. Post’s award from $7,500,000 to $8,500,000. This increase was the result of the Committee’s recognition of Mr. Post’s overall leadership and performance demonstrated in 2014 and acknowledgment of his role in the formexecution of a deferred cash award. Recipientsour business strategy, as well as the Committee’s review of deferred cash awards received halfcompensation benchmarking. See further discussion under “— Use of their cash payment on April 1, 2011, the closing date of the Qwest acquisition, and the other half on April 1, 2012, provided they remained employed by us on such dates. See our Summary Compensation Table for more information.‘Benchmarking’ Data — Performance Benchmarking” in Subsection IV below.
Savvis Merger. In connection with being acquired by us, Savvis adopted executive and broad-based retention programs in which executives and key personnel of Savvis received a combination of cash and restricted stock awards that vested over time.
Other Benefits As a final component of executive compensation, we provide a broad array of benefits designed to be competitive, in the aggregate, with similar benefits provided by our peers. We summarize these additional benefits below. Retirement Plans.Plans. We maintain one or more traditional qualified defined benefit retirement plans for most of our employees who meet certain eligibility requirements, plus one or more traditional qualified defined contribution 401(k) plans for a similar group of our employees. With respect to these qualified plans, we maintain nonqualified plans that permit our officers to receive or defer supplemental amounts in excess of federally-imposed caps that limit the amount of benefits highly-compensated employees are entitled to receive under qualified plans. Additional information regarding our retirement plans is provided in the tables and accompanying discussion included below under the heading “Executive Compensation.” Effective January 1, 2011, we changed the retirement benefits that we offer to our employees as part of our ongoing process to align overall benefits for our legacy Embarq and CenturyLink employees. In addition to changes to the benefits offered under certain of our 401(k) plans, we froze benefit accruals under our defined benefit pension plans for non-represented employees as of December 31, 2010. These changes align our retirement benefits closer to those offered by our competitors, many of whom have previously effected similar changes over the past several years.
Change of Control Arrangements.Arrangements As described in more detail under “Executive Compensation — Potential Termination Payments — Payments Made Upon a Change of Control,” in 2000 we entered into agreements under which we. We have agreed to provide cash and other severance benefits to each of our executive officers who is terminated under certain specified circumstances following a change of control of CenturyLink. Effective January 1, 2011, the Compensation Committee restructured these predecessor agreements to prospectively reduce benefits to more closely align them with current market practices. If triggered, benefits under the restructuredthese change of control agreements include payment of (i) a lump sum cash severance payment equal to a multiple of the officer’s annual cash compensation, (ii) the officer’s annual bonus, based on actual performance and the portion of the year served, and (iii) certain continued welfare benefits are continued for a limited period.
We believe these benefits enhance shareholderperiod, and (iv) the value because:
prior to a takeover, these protections help us to recruit and retain talented officersor benefit of any long-term equity incentive compensation, if and to help maintain the productivityextent that the exercisability, vesting or payment thereof is accelerated or otherwise enhanced upon a change of our workforce by alleviating concerns over economic security, and
duringcontrol pursuant to the terms of any applicable long-term equity incentive compensation plan or after a takeover, these protections (i) help our personnel, when evaluating a possible business combination, to focus on the best interest of CenturyLink and its shareholders, and (ii) reduce the risk that personnel will accept job offers from competitors during takeover discussions.agreement.
Under our restructuredthese agreements, change of control benefits are payable to our executive officers if within a certain specified period following a change in control (referred to as the “protected period”) the officer is terminated without cause or resigns with “good reason,” which is defined to include a diminution of responsibilities, an assignment of inappropriate duties, and a transfer of the officer exceeding 50 miles. We have filed with the SEC copies of our restructured change of control agreements. The table below shows (i) the length of the “protected period” afforded to officers following a change of control and (ii) the multiple of salary and bonus payment and years of welfare benefits to which officers will be entitled if change of control benefits become payable under our restructured agreements and related policies: | | | | | | | | | | | | | | | | Protected
Period | | | Multiple of
Annual Cash
Compensation | | | Years of
Welfare
Benefits | | CEO | | | 2 years | | | | 3 times | | | | 3 years | | Other Executives | | | 1.5 years | | | | 2 times | | | | 2 years | | Other Officers | | | 1 year | | | | 1 time | | | | 1 year | |
OurEffective January 1, 2011, we restructured these change of control agreements also:
eliminatedto reduce the benefits payable thereunder, to eliminate tax “gross-up” provisions, which had previously enabled executives to be reimbursed for taxes imposed as a result of receiving their change of control benefits,
eliminatedeliminate “modified single trigger” provisions, which had previously enabled executivesand to unilaterally request full payment of their severance benefits during “window periods” arising one year after a change of control, regardless of whether the executive had been adversely impacted by the transaction, and
narrowednarrow the rights of executives to claim that they have “good reason” to resign with fullmake claims for severance benefits.
For more information on change of control arrangements applicable to our executives, including our rationale for providing these benefits, see “Executive Compensation — Potential Termination Payments — Payments Made Upon a Change of Control.” For information on change of control severance benefits payable to our junior officers and managers, see “— Severance Benefits” immediately below. Severance Benefits.Benefits. In August 2012, the Compensation Committee adopted an executive severance plan that provides severance benefits to our senior officers and other specified key employees. The plan provides cash severance payments equal to two years of total targeted cash compensation (defined as salary plus the targeted amount of annual incentive bonus) for our CEO or one year of total targeted cash compensation for any other senior officer, payable solely if the senior officer is involuntarily terminated by us without cause in the absence of a change of control. Payments to senior officers terminated in connection with a change of control are separately governed by the change of control arrangements discussed immediately above under the heading “— Change of Control Arrangements.” Under our executive severance plan, subject to certain conditions and exclusions, more junior officers or managers receive among other things,certain specified cash payments ranging from 26 to 52 weeks of their total targeted cash compensation, depending on their seniority,and other benefits if they are either (i) involuntarily terminated without cause in the absence of a change of control or (ii) involuntarily terminated without cause or resign with good reason in connection with a change of control. Severance benefits payable to any senior officers with a pre-existing employment agreement are ineligible to receive payments under this plan if their employment agreement separately provides for severance benefits. In connection with certain qualifying terminations, ourOur full-time non-union employees not covered by our above-described executive severance plan may, subject to certain conditions, be entitled to certain specified cash severance benefits ranging from 4 to 52 weeks of base pay, depending on seniority.in connection with certain qualifying terminations.
In 2012, we adopted a policy requiring us to seek shareholder approval of any future senior executive severance agreements providing for cash payments, perquisites and accelerated health or welfare benefits with a value greater than 2.99 times the sum of the executive’s base salary plus target bonus. Perquisites.Perquisites. Officers are entitled to be reimbursed for the cost of an annual physical examination, plus related travel expenses.
Our aircraft usage policy permits the CEO to use our aircraft for personal travel without reimbursing us, and permits each other executive officer to use our aircraft for up to $10,000 per year in personal travel without reimbursing us. In all such cases, personal travel is permitted only if aircraft is available and not needed for superseding business purposes. Each year the Compensation Committee receives a report on the personal use of aircraft by senior management, and determines whether or not to alter our aircraft usage policy. In connection with its recent election to retain this policy, the Committee determined that the policy was (i) providing valuable and cost-effective benefits to our executives residing in a small city with limited commercial airline service, (ii) enabling our executives to travel in a manner that we believe is more expeditious than commercial airline service, and (iii) being implemented responsibly by the executives. For purposes of valuing and reporting the use of our aircraft, we determine the incremental cost of aircraft usage on an hourly basis, calculated in accordance with applicable guidelines of the SEC. The incremental cost of this usage, which may be substantially different than the cost as determined under alternative calculation methodologies, is reported in the Summary Compensation Table appearing below. Each year the Compensation Committee receives a report on the personal use On behalf of aircraft by senior management, and determines whether or not to alter our aircraft usage policy in any way. In connection with its recent election to retain this policy, the Committee determined that the policy was (i) providing valuable and cost-effective benefits to our executives residing in a small city with limited commercial airline service and (ii) enabling our executives to travel in a manner that we believe is more expeditious than commercial airline service. In 2006, the Compensation Committee approved restructured insurance arrangements with our executive officers, that obligate us towe pay premiums on the executive officers’their respective supplemental life insurance policies in amounts sufficient to provide the same death benefits available under predecessor agreements, and entitle thepermit each executive officersofficer to purchase additional post-retirement coverage at their cost. In mid-2010,
From time to time, we eliminated the right of executives to receive related tax “gross-up” cash payments in amounts equal to the taxes incurred as a result of our premium payments. Most years, we organizehave organized one of our regular board meetings and related committee meetings as a “board retreat” scheduled over a long weekend.two- or three-day period. These retreats are typically held in an area where we conduct operations, and include site visits that enable our directors and senior officers to meet with local personnel. The spouses of our directors and executive officers are invited to attend these retreats, and we typically schedule recreational activities for those who are able and willing to participate.
We maintain a pool of several corporate apartments in Monroe, Louisiana for use by our employees based in other states who are required regularly or periodically to work in our headquarters offices in Monroe. These apartments have been more cost-effective for us than lodging these individuals in hotel rooms during their visits.
For more information on the items under this heading, see the Summary Compensation Table appearing below. Other Employee Benefits.Benefits. We maintain a stock purchase plan that enables our officers and most of our other employees to purchase Common Shares on attractive terms. We also maintain certain broad-based employee welfare benefit plans in which the executive officers are generally permitted to participate on terms that are either substantially similar to those provided to all other participants or which provide our executives with enhanced benefits upon their death or disability. We also maintain a supplemental disability plan designed to ensure disability payments to our officers in the event payments are unavailable from our disability insurer. IV. Our Policies, Processes and Guidelines Related to Executive Compensation Our Compensation Decision-Making Process As described further below, the Compensation Committee of our Board establishes, evaluates and monitors our executive compensation programs, subject to the Board’s oversight. The compensation decision-making process includes input from the Committee’s compensation consultant, our CEO and management, and requires a careful balancing of a wide range of factors, which include, but are not limited to, the following: | | | Compensation Decision-Making Considerations | | Input From | Structure and Elements of Pay Programs | | | | | The competitive compensation practices of peer companies | | Consultant | | | Performance of our Company in relation to our peers and our internal goals | | Management | | | The financial impact and risk characteristics of our compensation programs | | Consultant and CEO | | | The strategic and financial imperatives of our business | | CEO | | | Setting Competitive Compensation Pay Levels | | | | | Market data regarding the officer’s base salary, short-term incentive target, long-term incentive target and total target compensation paid to comparable executives at peer companies reflected in the benchmarking data | | Consultant | | | The officer’s scope of responsibility, industry experience, particular set of skills, vulnerability to job solicitations from competitors and anticipated degree of difficulty of replacing the officer with someone of comparable experience and skill | | Consultant and CEO | | | The officer’s pay and performance relative to other officers and employees | | CEO |
| | | Compensation Decision-Making Considerations | | Input From | The officer’s demonstrated leadership characteristics, ability to act as a growth agent within the company and ability to think strategically | | CEO | | | Internal equity issues that could impact cohesion, teamwork or the overall viability of the executive group | | CEO | | | The potential of these senior officers to assume different, additional or greater responsibilities in the future | | CEO | | | The officer’s realized compensation in recent years and, to a limited degree, his or her accumulated wealth under our programs | | CEO and Management | | | The role these senior officers play in achieving our operational and strategic goals | | CEO | | | Pay for Performance | | | | | Performance of our Company in relation to our peers and our key performance objectives (operating cash flow, core revenue and total shareholder return) | | Consultant, CEO and Management | | | The business performance under the officer’s leadership and scope of responsibility | | CEO | | | The officer’s overall performance is assessed based on individual results, the role the officer plays in maintaining a cohesive management team and improving the performance of others, and the officer’s relative strengths and weaknesses compared to the other senior officers | | CEO and Management | | | The role the officer may have played in any recent extraordinary corporate achievements | | CEO and Management |
For additional information on the compensation decision-making process of the Committee, see the remaining discussion in this Subsection appearing below. Role of Compensation Committee.Committee. The Compensation Committee of our Board establishes, evaluates and monitors our executive compensation programs, subject to the Board’s oversight. Specifically, the Committee (or, for certain decisions prior to mid-2014, a subcommittee thereof) approves approves: the compensation payable to each executive officer, as well as any other “senior officer” as defined in the Committee’s charter.As described further below, the Compensation Committee’s compensation decision-making process requires a careful balancing of a wide range of factors, including:
the group and individual performance and responsibilities of our executives,
senior officer; for our short-term incentive and performance-based restricted shares (i) the competitive compensation practicesperformance objectives, (ii) the “minimum,” “target” and “maximum” threshold levels of peer companies, performance, (iii) the weighting of the performance objectives, (iv) the amount of bonus payable and shares to vest if the target level of performance is attained and (v) the finally determined amount of the bonus payments; the peer group for compensation benchmarking and the peer group for performance benchmarking; and delegation of our Company in relationauthority to the CEO for awards of equity to our peers and our internal goals, the financial impact and risk characteristics of our compensation programs, and
our strategic and financial imperatives.
non-senior officers.The Compensation Committee also establishes, implements, administers and monitors our director cash and equity compensation programs. For more information, see “Director Compensation.” Since acquiring Embarq, Qwest and Savvis over the past couple of years, the Committee has focused generally on comprehensively reviewing our compensation philosophy, strategies, policies and practices to ensure they:
are appropriate for the larger combined company,
further link our pay to company performance,
further reflect prevailing “best practices,” and
enhance the integration of these acquired companies and their pay practices into the operations and pay practices of the Company.
Role of Compensation Consultants.Consultants. The Committee engages the services of a compensation consultant to assist in the design and review of executive compensation programs, to determine whether the Committee’s philosophy and practices are reasonable and compatible with prevailing practices, and to provide guidance on specific compensation levels based on industry trends and practices. The Committee has used Hay Group as its compensation consultant since September 2010. Throughout 2012,2014, representatives of Hay Group actively participated in the design and development of our executive compensation programs, and attended all of the Committee’s meetings. Hay Group provides no other services to the Company, and, to our knowledge, has no prior relationship with any of our named executive officers. As required by current SEC rules and currently pending New York Stock Exchange listing standards, the Committee has assessed the independence of Hay Group and concluded that its work has not raised any conflicts of interest. Review Process. Each year, the Committee and its compensation consultant use benchmarking data to determine median levels of salary, annual bonuses and equity compensation paid to executives comparable to ours. In determining how much to compensate each officer, the Committee also extensively reviews a wide range of other factors, typically including:
the officer’s individual performance, industry experience and particular set of skills,
the anticipated degree of difficulty of replacing the officer with someone of comparable experience and skill,
the role the officer plays in maintaining a cohesive management team and improving the performance of others,
the role the officer may have played in any recent extraordinary corporate achievements,
the officer’s pay and performance relative to other officers and employees,
the officer’s prior compensation in recent years and, to a limited degree, his or her accumulated wealth under our programs,
the financial community’s assessment of management’s performance, and
the recent and long-term performance of CenturyLink.
In assessing our performance, we typically review how various measures of our financial performance relate to amounts previously projected by us or market participants, as well as the results of peer telecommunications companies. We also assess operational benchmarks, such as our access line losses or customer growth in relation to our competitors.
Each year, we compile lists of compensation data relating to each of our executives. These “tally sheets” include the executives’ salary, annual cash incentive award, equity-based compensation, perquisites, pension benefit accruals and other compensation. These tally sheets also show the executives’ holdings of our Common Shares and accumulated unrealized gains under prior equity-based compensation awards. The Compensation Committee uses these tally sheets to (i) review the total annual compensation of the executive officers, (ii) assess the executive officers’ wealth accumulation from our compensation programs and (iii) assure that the Committee has a comprehensive understanding of all elements of our compensation programs.
Annual Bonus Procedures. With the assistance of management and its compensation consultant, the Compensation Committee sets bonus targets annually, and, under special circumstances, more frequently than annually. For several years, the Committee has administered our annual bonus program substantially in the manner outlined above under “— Annual Incentive Bonuses.” The Committee is responsible for approving for each year (i) the performance objectives, (ii) the “minimum,” “target” and “maximum” threshold levels of performance, (iii) the weighing of the performance objectives, (iv) the amount of bonus payable if the target level of performance is attained and (v) the finally determined amount of the bonus payments. Upon completion of the fiscal year, our actual operating results are adjusted in accordance with the Committee’s long-standing written procedures designed to eliminate the effects of extraordinary or non-recurring transactions that were not known, anticipated or quantifiable on the date the performance goals were established. Then the specific bonus payments are calculated for that fiscal year using the formulas approved the prior year by the Committee. After our Internal Audit Department has reviewed these determinations and calculations, they are provided in writing to the Committee for its review and approval.
We generally seek to base a significant portion of our executives’ annual cash incentive compensation principally upon our company-wide performance. Officers and managers with lower levels of responsibility typically receive incentive compensation that places a greater emphasis on individual, departmental or divisional goals.
Under our annual bonus programs, the Committee may pay the annual bonuses in cash or stock. Since 2000, the Committee has paid these bonuses entirely in cash, principally to diversify our compensation mix and prevent us from over-utilizing equity grants.
Annual Equity Grant Procedures. As explained further above, annual grants of stock awards to executives are typically made during the first quarter after we publicly release our earnings. Grants of stock awards to newly-hired executive officers who are eligible to receive them are made at the next regularly scheduled Committee meeting following their hire date. Although we are not currently granting options, we maintain policies controlling when and how option exercise prices are determined. These policies are summarized in our prior proxy statements. We award our executives with a greater proportion of their total compensation in the form of equity grants compared to more junior officers.
Role of CEO and Management in Compensation Decisions.. Although the Compensation Committee is responsible for all executive compensation decisions, each year it receives the CEO’s recommendations, particularly with respect to executive salaries. The Committee, in particular, values the CEO’s inputsenior officers’ salaries and judgment regarding: the relative strengths and weakness of the other executives and their recent performance
the role these executives play in achieving our operational and strategic goals,
the potential of these executives to assume different, additional or greater responsibilities in the future,
internal equity issues that could impact cohesion, teamwork or the overall viability of the executive group, and
the relative vulnerability of executives to job solicitations from competitors.
The Committee considers the CEO’s recommendations as one of the many factors it uses to establish compensation levels for each executive.key areas outlined above in “— Our Compensation Decision-Making Process.”
The CEO is also responsible for approving the annual salaries and bonuses of our non-senior officers, including approval of appropriate annual performance goals for such officers. The CEO also approves all equity compensation awards to the non-senior officers, acting under authority delegated by the Compensation Committee in accordance with our shareholder approved long-term incentive plans. The Committee oversees these processes and receives an annual report from the CEO.
Senior Officers.The CEO and the executive management team, in consultation with the Compensation Committee’s compensation consultant, recommend to the Compensation Committee business goals to be used in establishing incentive compensation performance targets.targets and awards for our senior officers. In addition, our SeniorExecutive Vice President, Human Resources, works closely with the Committee and its compensation consultant to ensure that the Committee is provided with appropriate information to discharge its responsibilities. Assessment of “SayNon-Senior Officers.The Committee oversees our processes and receives an annual report from the CEO on Pay” Voting Results. As noted above,the compensation programs for our non-senior officers. The CEO, in May 2012 over 97%consultation with the executive management team, is responsible for approval of:
any annual salary increases, typically referred to as merit increases, and an annual evaluation of the votes castmarket competitiveness of our salary structure; any earned annual bonus and sales payout percentages, and total bonus payments for our non-senior officers; all equity compensation awards to the non-senior officers, acting under authority delegated by the Compensation Committee in accordance with our shareholders with respectshareholder approved long-term incentive plans; and individual compensation levels for all of our vice presidents. Tally Sheets. Each year, we compile lists of compensation data relating to each of our “sayexecutives. These “tally sheets” include the executive’s salary, annual cash incentive award, equity-based compensation, perquisites, pension benefit accruals and other compensation. These tally sheets also contain performance highlights on pay” proposal were favorable. In connection with makingresults and behaviors for each of our executives. The Compensation Committee uses these tally sheets to (i) review the total annual compensation of the executive compensation decisions since May 2012,officers, (ii) assess the executive officers’ performance and (iii) assure that the Committee has taken notea comprehensive understanding of this vote, and concluded that shareholders are generally satisfied with the scope and structureall elements of our compensation programs. Nonetheless, the Committee has continued to change and refine these programs in an effort to further promote the goals of our executive compensation philosophy described above. Risk Assessment. As part of its duties, the Compensation Committee assesses risks arising out of our employee compensation policies and practices. Based on its most recent assessment, the Committee does not believe that the risks arising from our compensation policies and practices are reasonably likely to materially adversely affect us. In reaching this determination, we have taken into account the risk exposures of our operations and the following design elements of our compensation programs and policies: our balance of annual and long-term compensation elements at the executive and management levels, our use of a diverse mix of performance metrics that create incentives for management to attain goals well aligned with the shareholders’ interests, the multi-year vesting of equity awards, which promotes focus on our long-term performance and mitigates the risk of undue focus on our short-term results, “claw-back”clawback” policies and award caps that provide safeguards against inappropriate behavior, and bonus arrangements that are generally subject to the “negative discretion” ofpermit either the Committee (for compensation payable to senior officers) or senior management (for compensation payable to other key employees). to exercise “negative discretion” to reduce the amount of certain incentive awards. We believe these features, as well as the stock ownership requirements for our executive officers, result in a compensation program that aligns our executives’ interests with those of our shareholders and does not promote excessive risk-taking on the part of our executives or other employees. Use of “Benchmarking” Data General.With assistance from its compensation consultant, the Committee reviews each year “peer groups” of other companies comparable to CenturyLink for purposes of assessing our comparative compensation and performance. We generally endeavor to perform this analysis in the second half of each year in order to ensure they remain well-suited for its intended purposes and uses during the upcoming year. Compensation Benchmarking.The Compensation Committee, based on input from its compensation consultant, adopted the following peer groups in support of pay decisions for our senior officers in 2014 in order to benchmark compensation levels for our executives against individuals who work in similarly-situated positions at companies that are comparable to ours based on revenue size, market cap, industry and business model: general survey data compiled by the compensation consultant containing compensation information about a broad range of public companies generally similar in size to us, and compensation data publicly disclosed by companies included within the 13-company peer group below: | | | Peer Group for Compensation Benchmarking | Cablevision Systems Corporation | | NII Holdings, Inc. | Charter Communications, Inc. | | QUALCOMM Incorporated | Comcast Corporation | | Sprint Corporation | DIRECTV | | Time Warner Cable Inc. | DISH Network Corporation | | Viacom Inc. | Level 3 Communications, Inc. | | Windstream Holdings, Inc. | Motorola Solutions, Inc. | | |
In selecting these 13 peer companies, the Committee focused principally on telecom, cable and other communications companies that are generally comparable to us in terms of size, markets and operations. For purposes of 2014 compensation decisions, the Committee elected to replace one other telecommunication company (Frontier) with another (Windstream) and to replace Liberty Global with Level 3 Communications. It also once again elected not to include Verizon or AT&T, both of which are substantially larger than us, or any other telecommunication companies, all of which were then substantially smaller than us. For additional information about how we set pay levels, see “— Our Compensation Decision-Making Process.” Performance Benchmarking. With the aid of its compensation consultant, the Committee reviewed the broad industry peer group that it introduced in 2013, which is focused principally on telecom, cable and other communications companies that are generally comparable to us in terms of size, markets and operations, and approved the below 29-member peer group for 2014 performance benchmarking. The peer group for compensation benchmarking is constrained by the number of companies with similar revenue and market cap size; whereas, the peer group for performance benchmarking is comprised of companies we believe investors are considering when they decide whether to invest in us or our industry. | | | Peer Group for Performance Benchmarking | AT&T Inc. | | LodgeNet Interactive Corporation | Cablevision Systems Corporation* | | Motorola Solutions, Inc.* | Ciena Corporation | | Multiband Corporation | Cincinnati Bell Inc. | | NII Holdings, Inc.* | Cogent Communications Group, Inc. | | Sirius XM Radio Inc. | Comcast Corporation* | | Sprint Corporation* | Consolidated Communications Holdings, Inc. | | Telephone and Data Systems, Inc. | Crown Castle International Corp. | | TW Telecom Inc. | DISH Network Corporation* | | United States Cellular Corp | Finisar Corporation | | USA Mobility, Inc. | General Communication, Inc. | | Verizon Communications Inc. | IDT Corporation | | Viacom Inc.* | JDS Uniphase Corporation | | Virgin Media Inc. | Level 3 Communications, Inc. | | Windstream Corporation* | Liberty Global, Inc. | | |
| * | Also included in the Committee’s above-listed 13-company peer group used for 2014 compensation benchmarking. |
The Committee awarded 60% of the 2014 grant value to our senior officers in performance-based restricted shares, of which half of that, or 30% of 2014 grant value, is based our three-year relative total shareholder return compared to that of the 29-company industry peer group described above. For additional information on our performance-based restricted shares, see “— Long-Term Equity Incentive Compensation.” Forfeiture of Prior Compensation For over 10 years, all recipients of our equity compensation grants have been required to contractually agree to forfeit certain of their awards (and to return to us any cash, securities or other assets received by them upon the sale of Common Shares they acquired through certain prior equity awards) if at any time during their employment with us or within 18 months after termination of employment they engage in activity contrary or harmful to our interests. The Compensation Committee is authorized to waive these forfeiture provisions if it determines in its sole discretion that such action is in our best interests. We have filed with the SEC copies of our form of equity incentive agreements containing these forfeiture provisions. Our 20102015 Executive Officers Short-Term Incentive Plan, which will be voted upon at the meeting, contains substantially similar forfeiture provisions. In addition, ourOur Corporate Governance Guidelines authorize the Board to recover, or “clawback,” compensation from an executive officer if the Board determines that any bonus, incentive payment, equity award or other compensation received by the executive was based on any financial or operating result that was impacted by the executive’s knowing or intentional fraudulent or illegal conduct. In addition, certain laws enacted inCertain provisions of the Sarbanes-Oxley Act of 2002 would require our CEO and CFO to reimburse us for incentive compensation paid or trading profits earned following the release of financial statements that are subsequently restated due to material noncompliance with SEC reporting requirements caused by misconduct. Additional laws enacted inIn addition, provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which are expected to become effective overupon the next year,completion of
related rulemaking, will require all of our current or former executive officers to make similar reimbursement payments in connection with certain financial statement restatements, irrespective of whether such executives were involved with the mistake that caused the restatement. Stock Ownership Guidelines Under our current stock ownership guidelines, the CEO is required to beneficially own CenturyLink stock equal in market value to at least six times his annual base salary, and all otherour executive officers are required to beneficially own CenturyLink stock valued at least three timesin market value equal to a multiple of their annual base salary. Each executive officer has three years to attain these targets. Under our director stock ownership guidelines,salary, as outlined in the table below, and each outside director must beneficially own CenturyLink stock equal in market value to five times the annual cash retainer payable to outside directors. Each executive officer and outside director has three and five years, from the date they are elected or appointedrespectively, to attain this target.these targets.
| | | | | Executive Officer | | Stock Ownership Guidelines | | Stock
Ownership
Guidelines | CEO | | 6 times base salary | | $6.6 million(1) | All Other Executive Officers | | 3 times base salary | | $1.5 million(2) | Outside Directors | | 5 times annual cash retainer | | $325,000 |
| (1) | Stock ownership guidelines based on annual salary as of December 31, 2014 |
| (2) | Average stock ownership guidelines for all other executive officers based on respective annual salary as of December 31, 2014 |
For any year during which an executive or outside director does not meet his or her ownership target, the executive or director is expected to hold 65% of the CenturyLink stock that he or she acquires through our equity compensation programs, excluding shares sold to pay related taxes. AllAs of the record date for the meeting, all of our officers and all but two of our directors are currentlywere in compliance with, and in most cases significantly exceeded, our stock ownership guidelines. For additional information on our stock ownership guidelines, see “Governance Guidelines.”
Use of Employment Agreements We have a long-standing practice of not providing employment agreements to our officers, and none of our long-standing executives has been granted an employment agreement. In connection with our recent mergers, however, we have assumed several employment agreements formerly granted by Embarq, Qwest or Savvis to its officers, and in a couple of instances have extended or renewed these arrangements to retain officers critical to our integrationfuture plans. Tax Gross-ups We eliminated the use of tax “gross-up” benefits in our executives’ change of control agreements and split-dollar insurance policies in 2010, and in our outside directors’ executive physical program in early 2012. Consequently, weWe continue to provide these tax benefits only to a limited number of our officers under legacy employment agreements that are expected to lapse over the next couple of years. Weyears and to all of our employees who qualify for relocation benefits under our broad-based relocation policy. Subject to these limited exceptions, we do not intend to provide tax gross-up benefits in any new compensation programs. Anti-Hedging and Anti-Pledging Policies Under our insider trading policy, our employees and directors may not: purchase or sell short-term options with respect to CenturyLink shares, engage in “short sales” of CenturyLink shares, or engage in hedging transactions involving CenturyLink shares which allow employees to fix the value of their CenturyLink shareholdings without all the risks of ownership or cause them to no longer have the same interests or objectives as our other shareholders. In addition, under our insider trading policy, our senior officers and directors are prohibited from holding our securities in a margin account or otherwise pledging our securities as collateral. AllWe believe that all of our senior officers and directors are currently in compliance with our anti-hedging and anti-pledging policies.
OtherDeductibility of Executive Compensation Matters
To the extent that it is practicable and consistent with our executive compensation objectives, we seek to comply with Section 162(m) of the Internal Revenue Code (the “Code”) limits the amount of compensation paid to our CEO and our other three most highly compensated executive officers, other than our CFO, that may be deducted by us for federal income tax purposes in any fiscal year to $1,000,000. “Performance-based” compensation that has been approved by our shareholders and otherwise satisfies the regulations adopted thereunderperformance-based requirements under Section 162(m) of the Code is not subject to the Code’s $1,000,000 deduction limit. While the Compensation Committee believes that it is important for compensation paid to such covered employees to be tax deductible under the Code, the Compensation Committee also recognizes the need to retain flexibility to make compensation decisions, in the exercise of its business judgment, that may not meet the standards of Section 162(m) in order to enable us to claim the tax deductibility of performance-based compensation in excess of $1 million per taxable yearcontinue to our senior officers. However, if compliance with Section 162(m) conflicts with our compensation objectives or is contrary to the best interests of the shareholders, we will pursue those objectives, regardless of the attendant tax implications. In each of the last several years, we granted time-vested restricted stock that did not qualify as performance-based compensation under Section 162(m). As described further above, we also paid a small portion of our 2012 annual incentive bonuses on terms that did not comply with Section 162(m). In 2013, we took certain steps designed to increase the portion of our executive compensation eligible for favorable tax treatment under Section 162(m). You should be aware, however, thatattract, retain, reward and motivate highly-qualified executives. Section 162(m) is highly technical and complex, so that even when we seek favorable tax treatment thereunder, we cannot assure you that our tax position will prevail.
Impact of FASB ASC Topic 718 The accounting standards applicable to the various forms of long-term incentive plans under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 (formerly FASB Statement 123R) constitute one factor that we consider in the design of long-term equity incentive programs. We monitor FASB ASC Topic 718 expense to ensure that it is reasonable, but expense will not be the most important factor in making decisions about our long-term incentive plans. COMPENSATION COMMITTEE REPORT The Compensation Committee has reviewed and discussed with management the report included above under the heading “Compensation Discussion and Analysis.” Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis report be included in this proxy statement and incorporated into our Annual Report on Form 10-K for the year ended December 31, 2012.2014. Submitted by the Compensation Committee of the Board of Directors. | | | Laurie A. Siegel (Chair) | | Virginia Boulet | Fred R. NicholsGregory J. McCray*
| | William A. Owens |
* | Mr. McCray replaced Harvey P. Perry as a Committee member effective August 19, 2014. | | |
EXECUTIVE COMPENSATION
Overview The following table sets forth certain information regarding the compensation of (i) our principal executive and financial officers and (ii) each of our three most highly compensated executive officers other than our principal executive and financial officers. Following this table is additional information regarding incentive compensation, pension benefits, deferred compensation and potential termination payments pertaining to the named officers. For additional information on the compensation summarized below and other benefits, see “Compensation Discussion and Analysis.” Summary Compensation Table | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal
Position | | Year | | | Salary | | | Restricted
Stock
Awards(1) | | | Non-Equity
Incentive Plan
Compensation(2) | | | Change in
Pension
Value(3) | | | All Other
Compensation(4) | | | Total | | Glen F. Post, III Chief Executive Officer
and President | | | 2012 | | | $ | 1,047,606 | | | $ | 5,157,049 | | | $ | 1,767,836 | | | $ | 649,156 | | | $ | 103,392 | | | $ | 8,725,040 | | | | | 2011 | | | | 1,020,800 | | | | 4,706,735 | | | | 1,224,960 | | | | 383,282 | | | | 317,667 | | | | 7,653,445 | | | | | 2010 | | | | 1,020,800 | | | | 9,590,821 | | | | 1,888,480 | | | | 661,938 | | | | 406,336 | | | | 13,568,375 | | Karen A. Puckett Executive Vice President
| | | 2012 | | | | 684,562 | | | | 2,250,332 | | | | 1,015,837 | | | | 411,822 | | | | 42,838 | | | | 4,405,391 | | | | | 2011 | | | | 663,872 | | | | 2,053,858 | | | | 772,022 | | | | 210,954 | | | | 126,342 | | | | 3,827,048 | | and Chief Operating Officer | | | 2010 | | | | 663,872 | | | | 3,562,356 | | | | 835,151 | | | | 300,080 | | | | 76,785 | | | | 5,438,245 | | R. Stewart Ewing, Jr. Executive Vice | | | 2012 | | | | 616,105 | | | | 1,744,036 | | | | 914,696 | | | | 415,853 | | | | 38,595 | | | | 3,729,286 | | | | | 2011 | | | | 598,764 | | | | 1,591,731 | | | | 696,306 | | | | 259,685 | | | | 178,779 | | | | 3,325,265 | | President and Chief Financial Officer | | | 2010 | | | | 598,764 | | | | 2,936,202 | | | | 753,245 | | | | 378,544 | | | | 331,901 | | | | 4,998,656 | | David D. Cole Senior Vice President — | | | 2012 | | | | 448,790 | | | | 1,293,966 | | | | 528,525 | | | | 359,479 | | | | 38,012 | | | | 2,668,771 | | | | | 2011 | | | | 435,380 | | | | 1,180,951 | | | | 406,389 | | | | 202,594 | | | | 86,806 | | | | 2,312,120 | | Controller and Operations Support | | | 2010 | | | | 435,380 | | | | 2,062,049 | | | | 418,835 | | | | 257,598 | | | | 83,973 | | | | 3,257,836 | | Stacey W. Goff | | | 2012 | | | | 450,096 | | | | 1,293,966 | | | | 526,336 | | | | 220,263 | | | | 15,965 | | | | 2,506,626 | | Executive Vice President, General Counsel and Secretary | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | | Year | | | Salary | | | Bonus | | | Restricted
Stock
Awards(1) | | | Non-Equity
Incentive Plan
Compensation(2) | | | Change in
Pension
Value(3) | | | All Other
Compensation(4) | | | Total | | Glen F. Post, III Chief Executive Officer and President | | | 2014 | | | $ | 1,100,000 | | | $ | — | | | $ | 9,581,227 | | | $ | 1,597,200 | | | $ | 745,535 | | | $ | 107,486 | | | $ | 13,131,448 | | | | 2013 | | | | 1,100,000 | | | | — | | | | 6,086,446 | | | | 1,683,000 | | | | — | | | | 123,801 | | | | 8,993,247 | | | | 2012 | | | | 1,047,606 | | | | — | | | | 5,157,049 | | | | 1,767,836 | | | | 649,156 | | | | 103,392 | | | | 8,725,040 | | Karen A. Puckett President, Global Markets | | | 2014 | | | | 725,000 | | | | — | | | | 2,917,475 | | | | 771,980 | | | | 483,645 | | | | 59,910 | | | | 4,958,010 | | | | 2013 | | | | 725,000 | | | | — | | | | 2,106,061 | | | | 854,123 | | | | — | | | | 53,845 | | | | 3,739,029 | | | | 2012 | | | | 684,562 | | | | — | | | | 2,250,332 | | | | 1,015,837 | | | | 411,822 | | | | 42,838 | | | | 4,405,391 | | R. Stewart Ewing, Jr. Executive Vice President, Chief Financial Officer and Assistant Secretary | | | 2014 | | | | 650,000 | | | | — | | | | 1,992,894 | | | | 692,120 | | | | 462,796 | | | | 44,710 | | | | 3,842,520 | | | | 2013 | | | | 650,000 | | | | — | | | | 1,438,623 | | | | 729,300 | | | | — | | | | 55,769 | | | | 2,873,692 | | | | 2012 | | | | 616,105 | | | | — | | | | 1,744,036 | | | | 914,696 | | | | 415,853 | | | | 38,595 | | | | 3,729,286 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stacey W. Goff Executive Vice President, Chief Administrative Officer, General Counsel and Secretary | | | 2014 | | | | 520,890 | | | | — | | | | 1,609,657 | | | | 611,942 | | | | 339,053 | | | | 45,600 | | | | 3,127,142 | | | | 2013 | | | | 500,000 | | | | — | | | | 1,106,631 | | | | 561,000 | | | | — | | | | 37,527 | | | | 2,205,158 | | | | 2012 | | | | 450,096 | | | | — | | | | 1,293,966 | | | | 526,336 | | | | 220,263 | | | | 15,965 | | | | 2,506,626 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Aamir Hussain(5) | | | 2014 | | | | 85,892 | | | | 100,000 | (6) | | | 2,486,653 | | | | 83,144 | (7) | | | — | | | | 344,945 | | | | 3,100,634 | | Executive Vice President, Chief Technology Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (1) | The amounts shown in this column reflect the fair value of (i) awards of restricted stock made in early 2012, 20112014, 2013 and 20102012 in connection with our program of making annual long-term incentive compensation grants and (ii) additional awards of restricted stock made in August 2010 in connection with a retention program designed to incentivize and retain our top personnel through the completion date of the Qwest acquisition and the initial integration period thereafter.grants. The fair value of the awards presented in the table above have |
| has been determined in accordance with FASB ASC Topic 718 (formerly SFAS 123(R)).718. For purposes of this table, we determined (i) the value of time-vested restricted shares granted in 2012 using the closing trading price of our Common Shares on the business day immediately preceding the date of grant (which was a holiday), (ii) the value of time-vested restricted shares granted in 2010 and 2011 using a 15-trading day volume-weighted average closing price of our Common Shares and (iii) the value of performance-based restricted shares granted during each year indicated as of the grant date based on probable outcomes using Monte Carlo simulations in accordance with SEC rules. The aggregate value of the restricted stock awards granted to these named executives in 2012, based on the grant date closing trading price of our Common Shares and assuming maximum payout of his or her performance-based restricted shares, would be as follows: Mr. Post, $6,930,607, Ms. Puckett, $3,024,237, Mr. Ewing, $2,343,822, Mr. Cole, $1,738,982, and Mr. Goff, $1,738,982. See footnote 9 titled “Share-based Compensation” of the notes to our audited financial statements included inAppendix Afor an explanation of material assumptions thatdisclosure rules we used to calculatedetermined the fair value of these stock awards.shares of: |
time-vested restricted stock using the closing trading price of our Common Shares on the day of grant (or, in 2012, the business day immediately preceding the date of grant, which was a holiday); relative performance-based restricted stock (as defined below) granted during each year indicated as of the grant date based on probable outcomes using Monte Carlo simulations; and absolute performance-based restricted stock (as defined below) granted during 2013 and 2014 based on probable outcomes (subject to future adjustments based upon changes in the closing trading price of our Common Shares at the end of each reporting period). The aggregate value of the restricted stock awards granted to these named executives in 2014, based on the grant date closing trading price of our Common Shares and assuming maximum payout of his or her performance-based restricted shares, would be as follows: Mr. Post, $12,897,591, Ms. Puckett, $3,927,313, Mr. Ewing, $2,682,700, Mr. Goff, $2,166,823 and Mr. Hussain, $2,486,653. See Note 8 titled “Share-based Compensation” of the notes to our audited financial statements included inAppendix B for an explanation of material assumptions that we used to calculate the fair value of these stock awards. | (2) | The amounts shown in this column reflect (i) cash payments made under our annual incentive bonus plans for actual performance in the respective years (which are described further under “— Incentive Compensation and Other Awards — 20122014 Awards”) and (ii) the portionfinal installment of Ms. Puckett’s, Mr. Ewing’s Mr. Cole’s and Mr. Goff’s August 2010 deferred cash award that was paid during 2012 (which are described further under “Compensation Discussion and Analysis — 2010 and 2011Qwest Retention Grants — Qwest Merger”)Grants” in our 2014 proxy statement). |
| (3) | Reflects the net change during each of the years reflected in the present value of the named executives’ accumulated benefits under the defined benefit plans discussed under “— Pension Benefits.” Each of our named executives experienced negative changes in the value of their pensions in 2013 (primarily due to increases in the discount rates used to value pension liabilities). The present value of the accumulated benefits under these pension plans decreased during 2013 by $125,605 for Mr. Post, $195,547 for Ms. Puckett, $91,118 for Mr. Ewing, and $118,903 for Mr. Goff. SEC rules dictate that such decreases be treated as a $0 Change in Pension Value for purposes of calculating total compensation. |
| (4) | The amounts shown in this column are comprised of (i) reimbursements for the cost of an annual physical examination, (ii) personal use of our aircraft, (iii) contributions or other allocations to our defined contribution plans and (iv) reimbursements of the paymentcost of premiumsrelocating one of our named executives and his family from Europe to the site of our headquarters office, including without limitation residential closing costs, travel costs, moving expenses, loss on life insurance policiesthe sale of a vehicle and (v) cashlease termination penalties (aggregating to $324,903), plus related tax-gross up payments to compensate the executives for any taxes incurred upon receipt of such life insurance premium payments (which is a benefit that was terminated as of January 1, 2011),$20,042, in each case for and on behalf of the named officersexecutives as follows: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Year | | | Physical
Exam | | | Aircraft
Use | | | Contributions
to Plans | | | Life
Insurance
Premiums
Paid | | | Tax
Reimbursement
Payments | | | Total | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Mr. Post | | | 2012 | | | $ | 2,620 | | | $ | 15,341 | | | $ | 85,430 | | | $ | — | | | $ | — | | | $ | 103,392 | | | | | 2011 | | | | 3,201 | | | | 20,846 | | | | 102,021 | | | | 191,599 | | | | — | | | | 317,667 | | | | | 2010 | | | | 3,264 | | | | 6,940 | | | | 74,926 | | | | 191,599 | | | | 129,606 | | | | 406,336 | | Ms. Puckett | | | 2012 | | | | — | | | | — | | | | 42,838 | | | | — | | | | — | | | | 42,838 | | | | | 2011 | | | | 3,469 | | | | — | | | | 51,572 | | | | 71,301 | | | | — | | | | 126,342 | | | | | 2010 | | | | — | | | | 2,420 | | | | 3,064 | | | | 42,531 | | | | 28,770 | | | | 76,785 | | Mr. Ewing | | | 2012 | | | | — | | | | — | | | | 38,595 | | | | — | | | | — | | | | 38,595 | | | | | 2011 | | | | — | | | | — | | | | 47,436 | | | | 131,343 | | | | — | | | | 178,779 | | | | | 2010 | | | | — | | | | — | | | | 37,425 | | | | 175,655 | | | | 118,821 | | | | 331,901 | | Mr. Cole | | | 2012 | | | | 6,577 | | | | 6,272 | | | | 25,163 | | | | — | | | | — | | | | 38,012 | | | | | 2011 | | | | — | | | | — | | | | 29,981 | | | | 56,825 | | | | — | | | | 86,806 | | | | | 2010 | | | | — | | | | — | | | | 27,148 | | | | 33,896 | | | | 22,929 | | | | 83,973 | | Mr. Goff | | | 2012 | | | | — | | | | 1,194 | | | | 14,771 | | | | — | | | | — | | | | 15,965 | |
| | | | | | | | | | | | | | | | | | | | | | | | | Name | | Year | | | Physical
Exam | | | Aircraft
Use | | | Contributions
to Plans | | | Relocation
Costs | | | Total | | Mr. Post | | | 2014 | | | $ | 2,831 | | | $ | 7,500 | | | $ | 97,155 | | | $ | — | | | $ | 107,486 | | | | | 2013 | | | | 4,026 | | | | 17,920 | | | | 101,855 | | | | — | | | | 123,801 | | | | | 2012 | | | | 2,620 | | | | 15,341 | | | | 85,430 | | | | — | | | | 103,392 | | Ms. Puckett | | | 2014 | | | | 2,936 | | | | 1,705 | | | | 55,269 | | | | — | | | | 59,910 | | | | | 2013 | | | | — | | | | — | | | | 53,845 | | | | — | | | | 53,845 | | | | | 2012 | | | | — | | | | — | | | | 42,838 | | | | — | | | | 42,838 | | Mr. Ewing | | | 2014 | | | | — | | | | — | | | | 44,710 | | | | — | | | | 44,710 | | | | | 2013 | | | | — | | | | 7,400 | | | | 48,369 | | | | — | | | | 55,769 | | | | | 2012 | | | | — | | | | — | | | | 38,595 | | | | — | | | | 38,595 | | Mr. Goff | | | 2014 | | | | — | | | | 7,758 | | | | 37,842 | | | | — | | | | 45,600 | | | | | 2013 | | | | — | | | | 9,510 | | | | 28,017 | | | | — | | | | 37,527 | | | | | 2012 | | | | — | | | | 1,194 | | | | 14,771 | | | | — | | | | 15,965 | | Mr. Hussain | | | 2014 | | | | — | | | | — | | | | — | | | | 344,945 | | | | 344,945 | |
In accordance with applicable SEC and accounting rules, we have not reflected the accrual or payment of dividends relating to unvested restricted stock as “All Other Compensation”compensation in the summary compensation table, and we have restated herein the amounts of our 2010 and 2011 “All Other Compensation” reported in our prior proxy statements to conform to this reporting standard.Summary Compensation Table. In addition, the amounts shown in the chart aboveSummary Compensation Table do not reflect any benefits associated with participating in recreational activities scheduled during board retreats. For additional information, see “Compensation Discussion and Analysis — Our Compensation Program Objectives and Components of Pay — Other Benefits — Perquisites.” We expect to resume the payment of life insurance premiums in 2013. | (5) | Mr. Hussain commenced employment with us on October 27, 2014. |
| (6) | Mr. Hussain received a cash signing bonus of $100,000 as part of his negotiated employment package. |
| (7) | Mr. Hussain’s annual incentive bonus with respect to 2014 was prorated based on the number of months worked during 2014. |
Incentive Compensation and Other Awards 20122014 Awards. The table and discussion below summarizes:summarize:
the range of potential cash payouts under short-term incentive bonus awards that were granted to each named officer in March 2012on the dates indicated below with respect to performance during 2012,2014, and grants of long-term compensation awarded to each named officer on the dates indicated below, consisting of (i) the number of shares of time-vested restricted stock andawarded, (ii) the range of potential share payouts under grants ofrelative performance-based restricted stock in each case madeawards and (iii) the range of potential share payouts under absolute performance-based restricted stock awards, which for purposes of the table below are referred to each named officer during February 2012 as long-term incentive compensation. the time-vested awards, the relative performance awards and the absolute performance awards, respectively.Grants of Plan-Based Awards | Name | | Type of Award and Grant Date(1) | | Range of Payouts Under 2012 Non-
Equity Incentive Plan Awards(2) | | Estimated Future Share Payouts Under
Equity Incentive Plan Awards(3) | | All other
Stock
Awards:
Unvested
Shares
(#)(4) | | | Grant Date
Fair Value
of Stock
Awards
($)(5) | | | Type of Award and Grant Date(1) | | Range of Payouts Under 2014 Non-
Equity Incentive Plan Awards(2) | | Estimated Future Share Payouts Under
Equity Incentive Plan Awards(3) | | All other
Stock
Awards:
Unvested
Shares
(#)(4) | | | Grant Date
Fair Value
of Stock
Awards ($)(5) | | | | | Threshold
($) | | Target
($) | | Maximum
($) | | Threshold
(#) | | Target
(#) | | Maximum
(#) | | | | Threshold
($) | | Target
($) | | Maximum
($) | | Threshold
(#) | | Target
(#) | | Maximum
(#) | | Glen F. Post, III | | | Annual Bonus | | $ | 825,000 | | | $ | 1,650,000 | | | $ | 3,300,000 | | | | — | | | | — | | | | — | | | | — | | | $ | — | | | | | | | | | | | | | | | | | | | | | | Time-Vested Award | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 103,611 | | | 3,253,385 | | Glen F. Post, III | | Annual Bonus | | $ | 654,754 | | | $ | 1,309,508 | | | $ | 2,619,016 | | | | — | | | | — | | | | — | | | | — | | | $ | — | | | | | T-V Grant (2/20/12) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 58,843 | | | | 2,278,401 | | | Relative Performance Award | | | — | | | | — | | | | — | | | 38,854 | | | 77,708 | | | 155,416 | | | | — | | | 3,252,080 | | | | P-B Grant (2/20/12) | | | — | | | | — | | | | — | | | | 29,422 | | | | 58,844 | | | | 117,688 | | | | — | | | | 2,878,648 | | | Absolute Performance Award | | | — | | | | — | | | | — | | | 38,855 | | | 77,710 | | | 155,420 | | | | — | | | 3,075,762 | | Karen A. Puckett | | Annual Bonus | | | 290,939 | | | | 581,877 | | | | 1,163,755 | | | | — | | | | — | | | | — | | | | — | | | | — | | | Annual Bonus | | 398,750 | | | 797,500 | | | 1,595,500 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | T-V Grant (2/20/12) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 25,677 | | | | 994,213 | | | Time-Vested Award | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 31,549 | | | 990,639 | | | | P-B Grant (2/20/12) | | | — | | | | — | | | | — | | | | 12,839 | | | | 25,677 | | | | 51,354 | | | | — | | | | 1,256,119 | | | Relative Performance Award | | | — | | | | — | | | | — | | | 11,831 | | | 23,662 | | | 47,324 | | | | — | | | 990,255 | | | | | Absolute Performance Award | | | — | | | | — | | | | — | | | 11,832 | | | 23,663 | | | 47,326 | | | | — | | | 936,582 | | R. Stewart Ewing, Jr. | | Annual Bonus | | | 261,845 | | | | 523,690 | | | | 1,047,379 | | | | — | | | | — | | | | — | | | | — | | | | — | | | Annual Bonus | | 357,500 | | | 715,000 | | | 1,430,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | T-V Grant (2/20/12) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 19,900 | | | | 770,528 | | | Time-Vested Award | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 21,551 | | | 676,701 | | | | P-B Grant (2/20/12) | | | — | | | | — | | | | — | | | | 9,950 | | | | 19,900 | | | | 39,800 | | | | — | | | | 973,508 | | | David D. Cole | | Annual Bonus | | | 145,857 | | | | 291,713 | | | | 583,427 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | T-V Grant (2/20/12) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 14,764 | | | | 571,662 | | | Relative Performance Award | | | — | | | | — | | | | — | | | 8,082 | | | 16,163 | | | 32,326 | | | | — | | | 676,422 | | | | P-B Grant (2/20/12) | | | — | | | | — | | | | — | | | | 7,383 | | | | 14,765 | | | | 29,530 | | | | — | | | | 722,304 | | | Absolute Performance Award | | | — | | | | — | | | | — | | | 8,082 | | | 16,164 | | | 32,328 | | | | — | | | 639,771 | | Stacey W. Goff | | Annual Bonus | | | 146,281 | | | | 292,562 | | | | 585,125 | | | | — | | | | — | | | | — | | | | — | | | | — | | | Annual Bonus | | 286,490 | | | 572,979 | | | 1,145,958 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | T-V Grant (2/20/12) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 14,764 | | | | 571,662 | | | Time-Vested Award | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 17,406 | | | 546,548 | | | | P-B Grant (2/20/12) | | | — | | | | — | | | | — | | | | 7,383 | | | | 14,765 | | | | 29,530 | | | | — | | | | 722,304 | | | Relative Performance Award | | | — | | | | — | | | | — | | | 6,528 | | | 13,055 | | | 26,110 | | | | — | | | 546,352 | | | | | Absolute Performance Award | | | — | | | | — | | | | — | | | 6,528 | | | 13,056 | | | 26,112 | | | | — | | | 516,756 | | Aamir Hussain(6) | | | Annual Bonus | | 42,946 | | | 85,892 | | | 171,784 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | Time-Vested Award | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | 63,065 | | | 2,486,653 | |
| (1) | “T-V” means “Time-Vested”Each of these awards was granted on February 20, 2014 with respect to each named officer other than Aamir Hussain. Mr. Hussain’s short-term incentive bonus award was granted effective October 27, 2014, and “P-B” means “Performance-Based.”his time-vested equity award was granted effective November 7, 2014. |
| (2) | These columns provide information on the potential bonus payouts approved with respect to 20122014 performance. For information on the actual amounts paid based on 20122014 performance criteria, see the column of the Summary Compensation Table labeled “Non-Equity Incentive Plan Compensation.” As described further below,herein, the failure to meet the “threshold” level of performance would result in no annual bonus payment. |
| (3) | Represents performance-based shares of restricted stockthe relative performance awards and absolute performance awards granted on February 20, 20122014 to each named executive other than Mr. Hussain, as described in greater detail below. |
| (4) | Represents the time-vested shares of restricted stockawards granted on February 20, 2012,in 2014 to each named executive, as described in greater detail below. |
| (5) | Calculated in accordance with FASB ASC Topic 718 (formerly SFAS 123 (R)). During 2012, we valued restricted shares using (i)in the closing trading price of our Common Shares for all time-vested shares issued to our named officers and (ii) values derived based on probable outcomes using Monte Carlo simulations for all performance-based restricted shares issued to our named officers. For additional information, seemanner described in note 1 to the Summary Compensation Table above. |
| (6) | Mr. Hussain did not receive during 2014 a relative performance award or an absolute performance award. |
Terms of 20122014 Restricted Stock Awards. The restricted stock issued to our executive officers on February 20, 2012in 2014 consisted of awards of of: time-vested restricted stock and performance-based restricted stock.stock, the ultimate payout of which will be based on our total shareholder return relative to the peer group referred to below (“relative performance-based restricted stock”) performance-based restricted stock, the ultimate payout of which will be based on our attainment of the absolute financial goals described below (“absolute performance-based restricted stock” and, collectively with the relative performance-based restricted stock, the “performance-based restricted stock”). Vesting.For each named officer other than Mr. Hussain, the shares of time-vested restricted stock awarded in 2014 will vest in three equal installments on February 20 of 2013, 20142015, 2016 and 2015,2017, subject to the named officer’s continued employment with us. The shares of time-vested restricted stock awarded on November 7, 2014 to Mr. Hussain will vest in three equal installments on November 7 of 2015, 2016 and 2017, subject to his continued employment with us. For each named officer theother than Mr. Hussain, their 2014 performance-based restricted shares will, subject to the named officer’stheir continued employment, vest on MarchFebruary 20, 2017, but only upon attaining the performance goals specified below with respect to the period between January 1, 2014 and December 31, 2015, based on our three-year total shareholder return for 2012, 2013 and 2014, as measured against total shareholder return of the S&P 500 companies for the same three-year period.2016 (the “performance period”). In addition to the vesting described above, all of these time-vested restricted shares and performance-based restricted shares awarded in 20122014 also vest upon the death or disability of the named officer, and some or all of these shares may under certain circumstances vest or remain subject to future vesting upon the retirement of the named officer at his or her early or normal retirement age. In addition, upon certain terminations of employment following a change of control of the Company, the 20122014 time-vested restricted shares will vest and the performance-based restricted shares will remain subject to future vesting, all as described in greater detail below under “— Potential Termination Payments.” Except as otherwise noted below under “— Outstanding Awards”, the vesting terms for our outstanding restricted stock granted in earlier years is the same as noted above, except that shares of time-vested restricted stock granted before 2011 automatically accelerate upon a change of control.above. Shares Issuable Under Performance-Based Restricted Stock.In the preceding “Grants of Plan-Based Awards” table, the number of performance-based restricted shares listed under the “target” column for each named executive officer other than Mr. Hussain represents the number of shares actually granted to that officer and that will vest if we perform at the targeted performance level. Generally speaking, the actual number of shares of performance-based restricted stock that will vest will depend upon whether our relative and absolute performance over the performance period is less than, equal to or more than the relative and absolute targets established by the Subcommittee in connection with granting these awards. All of the relative performance-based restricted stock will vest if we perform at the “target” performance level, which is attaining total shareholder return over the three-year performance period equal to the 50th50th percentile of the total shareholder return of the companies comprising the S&P 500 Indexin a 29-company industry peer group for the same three-year period. Each named executive officer will receive a greater or lesser number of shares of relative performance-based restricted stock depending on our actual total shareholder return in relation to that of the S&P 50029 peer companies, as illustrateddiscussed further below:under “Compensation Discussion and Analysis — Our Compensation Program Objectives and Components of Pay — Long-Term Equity Incentive Compensation.” | | | | | | | Performance Level
| | Company’s Percentile Rank
| | Payout as %None of the shares of absolute performance-based restricted stock will vest unless we attain at least a 6% operating cash flow annual return on average assets during the performance period. If we do, all of the absolute performance-based restricted stock will vest if we attain the “target” amount of our consolidated legacy and strategic revenue (as defined in our Annual Report on Form 10-K for the year ended December 31, 2014) over the three-year performance period. This target amount of such revenue over this three-year period will equal the sum of
Target Award | | Maximum
| | ³ 75th percentile | | | 200 | % | Target
| | 50th percentile | | | 100 | % | Threshold
| | 25th percentile | | | 50 | % | Below Threshold
| | < 25th percentile | | | 0 | % |
Amounts will be prorated if our rank is between (i) the thresholdamounts of targeted legacy and strategic revenue for 2014 and 2015 as determined by the target amountsSubcommittee or Committee in early 2014 and 2015, respectively, and (ii) the targetamount of targeted legacy and strategic revenue for 2016 to be determined by the maximum amounts. In no event, however,Committee in early 2016. Each named executive officer will more than 100%receive a greater or lesser number of theshares of absolute performance-based restricted shares vest ifstock depending on our total shareholder return foractual absolute revenues over the three-yearperformance period, is negative. as discussed further under “Compensation Discussion and Analysis — Our Compensation Program Objectives and Components of Pay — Long-Term Equity Incentive Compensation.”
Any contingent right of a named executive officer to receive more than the number of shares actually granted are treated by us as restricted stock units under the terms of the CenturyLink 2011 Equity Incentive Plan. Other Terms.All dividends related to the above-described time-vested and performance-based restricted shares will be paid to the holder only upon the vesting of such shares. Unless and until forfeited, these shares may be voted by the named executive officers. All of these above-described restricted shares are subject to forfeiture if the officer competes with us or engages in certain other activities harmful to us, all as specified further in the forms of incentive agreements that we have filed with the SEC. See “— Potential Termination Payments.” For additional information about our grants of time-vested restricted stock, relative performance-based restricted stock (including the 29-company peer group referred to above) and absolute performance-based restricted stock, see “Compensation Discussion and Analysis — Our Compensation Program Objectives and Components of Pay — Long-Term Equity Incentive Compensation.” Outstanding Awards.Awards. The table below summarizes information on stock options and unvested restricted stock outstanding at December 31, 2012.2014. Outstanding Equity Awards at December 31, 20122014(1) | | | | Option Awards | | Stock Awards | | | Option Awards | | | Stock Awards | | | | | | | | | | | Equity Incentive Plan Awards(3) | | All Other Stock Awards | | | | | | Equity Incentive Plan Awards(3) | | | All Other Stock Awards | | Name | | Number of
Securities
Underlying
Unexercised
Options(2) | | Option
Exercise
Price ($) | | Option
Expiration
Date | | Grant
Date | | Unvested
Shares (#) | | Market
Value of
Unvested
Shares ($) | | Unvested
Shares (#)(4) | | Market
Value of
Shares that
Have Not
Vested | | | Number of
Securities
Underlying
Unexercised
Options(2) | | | Option
Exercise
Price | | | Option
Expiration
Date | | | Grant
Date | | | Unvested
Shares | | | Market
Value of
Unvested
Shares | | | Unvested
Shares(4) | | | Market
Value of
Shares that
Have Not
Vested | | | | | | | | | | | | | | | | | | | | Glen F. Post, III | | | 200,000 | | | $ | 45.90 | | | | 2/26/2017 | | | | 2/21/2008 | | | | — | | | $ | — | | | | 25,478 | | | $ | 996,699 | | | | 200,000 | | | $ | 45.90 | | | | 2/26/2017 | | | | 2/20/2012 | | | | 58,844 | | | $ | 2,329,046 | | | | 19,615 | | | $ | 776,362 | | | | | | | | | | | 3/08/2010 | | | | 31,600 | | | | 1,236,192 | | | | 21,067 | | | | 824,141 | | | | | | | | | | | | 8/23/2010 | | | | — | | | | — | | | | 84,878 | | | | 3,320,427 | | | | | | | | | | | | 5/31/2011 | | | | 52,707 | | | | 2,061,898 | | | | 35,138 | | | | 1,374,599 | | | | 5/23/2013 | | | | 88,146 | | | | 3,488,819 | | | | 58,764 | | | | 2,325,879 | | | | | | | | | | | 2/20/2012 | | | | 58,844 | | | | 2,301,977 | | | | 58,843 | | | | 2,301,938 | | | | 2/20/2014 | | | | 155,418 | | | | 6,151,444 | | | | 103,611 | | | | 4,100,923 | | Karen A. Puckett | | | 75,000 | | | | 45.90 | | | | 2/26/2017 | | | | 2/21/2008 | | | | — | | | | — | | | | 9,555 | | | | 373,792 | | | | 75,000 | | | | 45.90 | | | | 2/26/2017 | | | | 2/20/2012 | | | | 25,677 | | | | 1,016,296 | | | | 8,559 | | | | 338,765 | | | | | | | | | | | 3/08/2010 | | | | 13,790 | | | | 539,465 | | | | 9,193 | | | | 359,630 | | | | 5/23/2013 | | | | 30,501 | | | | 1,207,230 | | | | 20,334 | | | | 804,820 | | | | | | | | | | | 8/23/2010 | | | | — | | | | — | | | | 25,531 | | | | 998,773 | | | | 2/20/2014 | | | | 47,325 | | | | 1,873,124 | | | | 31,549 | | | | 1,248,709 | | | | | | | | | | | 5/31/2011 | | | | 23,000 | | | | 899,760 | | | | 15,333 | | | | 599,827 | | | | | | | | | | | | 2/20/2012 | | | | 25,677 | | | | 1,004,484 | | | | 25,677 | | | | 1,004,484 | | | R. Stewart Ewing, Jr. | | | 22,500 | (5) | | | 28.34 | | | | 2/25/2014 | | | | 2/21/2008 | | | | — | | | | — | | | | 7,962 | | | | 311,473 | | | | 62,500 | | | | 35.41 | | | | 2/20/2016 | | | | 2/20/2012 | | | | 19,900 | | | | 787,642 | | | | 6,634 | | | | 262,574 | | | | | 62,100 | (5) | | | 33.40 | | | | 2/17/2015 | | | | 3/08/2010 | | | | 10,687 | | | | 418,075 | | | | 7,125 | | | | 278,730 | | | | | | 62,500 | | | | 35.41 | | | | 2/20/2016 | | | | 8/23/2010 | | | | — | | | | — | | | | 23,028 | | | | 900,855 | | | | | | 62,500 | | | | 45.90 | | | | 2/26/2017 | | | | 5/31/2011 | | | | 17,825 | | | | 697,314 | | | | 11,883 | | | | 464,863 | | | | | | | | | | | | 2/20/2012 | | | | 19,900 | | | | 778,488 | | | | 19,900 | | | | 778,488 | | | David D. Cole | | | 40,500 | | | | 45.90 | | | | 2/26/2017 | | | | 2/21/2008 | | | | — | | | | — | | | | 5,160 | | | | 201,859 | | | | | | | | | | | | 3/08/2010 | | | | 7,929 | | | | 310,182 | | | | 5,286 | | | | 206,788 | | | | | | | | | | | | 8/23/2010 | | | | — | | | | — | | | | 14,933 | | | | 584,218 | | | | | | | | | | | | 5/31/2011 | | | | 13,225 | | | | 517,362 | | | | 8,816 | | | | 344,882 | | | | 62,500 | | | | 45.90 | | | | 2/26/2017 | | | | 5/23/2013 | | | | 20,835 | | | | 824,649 | | | | 13,890 | | | | 549,766 | | | | | | | | | | | 2/20/2012 | | | | 14,765 | | | | 577,607 | | | | 14,764 | | | | 577,568 | | | | 2/20/2014 | | | | 32,327 | | | | 1,279,503 | | | | 21,551 | | | | 852,989 | | Stacey W. Goff | | | 40,500 | | | | 45.90 | | | | 2/26/2017 | | | | 2/21/2008 | | | | — | | | | — | | | | 5,160 | | | | 201,859 | | | | 40,500 | | | | 45.90 | | | | 2/26/2017 | | | | 2/20/2012 | | | | 14,765 | | | | 584,399 | | | | 4,922 | | | | 194,813 | | | | | | | | | | | 3/08/2010 | | | | 7,929 | | | | 310,182 | | | | 5,286 | | | | 206,788 | | | | 5/23/2013 | | | | 16,027 | | | | 634,349 | | | | 10,684 | | | | 422,873 | | | | | | | | | | | 8/23/2010 | | | | — | | | | — | | | | 14,563 | | | | 569,705 | | | | 2/20/2014 | | | | 26,111 | | | | 1,033,473 | | | | 17,406 | | | | 688,929 | | | | | | | | | | | 5/31/2011 | | | | 13,225 | | | | 517,362 | | | | 8,816 | | | | 344,882 | | | | | | | | | | | | 2/20/2012 | | | | 14,765 | | | | 577,607 | | | | 14,764 | | | | 577,568 | | | Aamir Hussain | | | | — | | | | — | | | | — | | | | 11/7/2014 | | | | — | | | | — | | | | 63,065 | | | | 2,496,113 | |
| (1) | All information on exercisability, vesting and market value is solely as of December 31, 2012.2014. This table does not reflect (i) exercises of options, vesting of restricted stock or other changes in the equity awards since such date or (ii) any additional equity grants since such date. |
| (2) | We have not granted options to executives since 2007; all of the options summarized under this column were exercisable as of December 31, 2012.2014. |
| (3) | Represents performance-based restricted shares granted on March 8, 2010,February 20, 2012, May 31, 201123, 2013 and February 20, 2012.2014. The charttable above assumesassumed, as of December 31, 2014, that we willwould perform at “target” levels such that all performance-based shares granted to each named executive willwould vest fully. In early 2015, we determined that the performance-based restricted stock granted on February 20, 2012 would not vest and would be forfeited. For additional information on the vesting and other terms of our most recent grant of performance-based restricted shares, see “— 20122014 Awards” and “— Terms of 20122014 Restricted Stock Awards.” |
| (4) | All shares listed under this column with a 2008 grant date are shares of time-vested restricted stock that vest at a rate of 20% per year during the first five years after their grant date. All other shares listed under this column are shares of time-vested restricted stock that generally vest at a rate of one-third per year during the first three years after that grant date. For additional information on the vesting and other terms of our most recent grant of time-vested restricted shares, see “— Terms of 20122014 Restricted Stock Awards.” |
(5) | All of these options expiring in 2014 and 41,500 of these options expiring in 2015 were held by Mr. Ewing’s ex-wife as of December 31, 2012. |
20122014 Exercises and Vesting. The following table provides information on Common Shares acquired by the named officers during 20122014 in connection with the exercise of options and the vesting of restricted stock.
Option Exercises and Stock Vested During 2014 | | | | Option Awards | | | Stock Awards | | | Option Awards | | | Stock Awards | | Name | | Number of
Shares
Acquired
on Exercise | | | Value Realized
On Exercise | | | Number of
Shares
Acquired
on Vesting | | | Value Realized
on Vesting(1) | | | Number of
Shares
Acquired
on Exercise | | | Value Realized
On Exercise | | | Number of
Shares
Acquired
on Vesting(1) | | | Value Realized
on Vesting(2) | | Glen F. Post, III | | | — | | | | — | | | | 196,158 | | | $ | 7,716,349 | | | | — | | | $ | — | | | | 109,003 | | | $ | 3,771,418 | | Karen A. Puckett | | | — | | | | — | | | | 74,579 | | | | 2,935,400 | | | | — | | | | — | | | | 39,158 | | | | 1,356,460 | | R. Stewart Ewing, Jr. | | | — | | | | — | | | | 61,292 | | | | 2,412,057 | | | | 20,600 | | | | 756,844 | | | | 31,033 | | | | 1,070,010 | | David D. Cole | | | — | | | | — | | | | 41,905 | | | | 1,648,819 | | | Stacey W. Goff | | | — | | | | — | | | | 41,720 | | | | 1,641,669 | | | | — | | | | — | | | | 21,953 | | | | 759,230 | | Aamir Hussain | | | | — | | | | — | | | | — | | | | — | |
| (1) | Represents the vesting of time-vested restricted shares granted in 2011, 2012 and 2013. No shares vested from performance-based restricted shares granted in 2011, the vesting conditions of which are described in “Compensation Discussion and Analysis — Our Compensation Philosophy and Linkage to Pay for Performance — Overview of Pay Elements and Linkage to Compensation Philosophy and Objectives — Vesting of Performance-Based Restricted Stock.” |
| (2) | Based on the closing trading price of the Common Shares on the applicable exercise or vesting date. |
Pension Benefits Amount of Benefits.Benefits. The following table and discussion summarizessummarize pension benefits payable to the named officers under (i) our legacy retirement planthe CenturyLink Component of the CenturyLink Combined Pension Plan, qualified under Internal Revenue Code Section 401(a), which permits eligible participants (including officers) who have completed at least five years of service to receive a pension benefit upon attaining early or normal retirement age, and (ii) ourthe nonqualified supplemental defined benefit plan, which is designed to pay supplemental retirement benefits to certain officers in amounts equal to the benefits such officers would otherwise forego due to federal limitations on compensation and benefits under qualified plans. We refer to these particular defined benefit plans below as our Qualified Plan“Qualified Plan” and our Supplemental“Supplemental Plan,” respectively, and as our “Pension Plans,” collectively. | Name | | Plan Name | | Number of
Years of Credited
Service | | | Present
Value of
Accumulated
Benefit(1) | | | Payments During
Last Fiscal Year | | | Plan Name | | Number of
Years of Credited
Service | | | Present
Value of
Accumulated
Benefit(2) | | | Payments During
Last Fiscal Year | | | | | | | | | | | | Glen F. Post, III | | Qualified Plan | | | 14 | | | $ | 1,705,808 | | | | — | | | Qualified Plan | | | 16 | | | $ | 1,901,385 | | | | — | | | | Supplemental Plan | | | 14 | | | | 1,863,458 | | | | — | | | Supplemental Plan | | | 16 | | | | 2,287,811 | | | | — | | Karen A. Puckett | | Qualified Plan | | | 13 | | | | 1,042,257 | | | | — | | | Qualified Plan | | | 15 | | | | 1,169,638 | | | | — | | | | Supplemental Plan | | | 13 | | | | 740,758 | | | | — | | | Supplemental Plan | | | 15 | | | | 901,475 | | | | — | | R. Stewart Ewing, Jr. | | Qualified Plan | | | 14 | | | | 1,780,528 | | | | — | | | Qualified Plan | | | 16 | | | | 1,982,565 | | | | — | | | | Supplemental Plan | | | 14 | | | | 759,086 | | | | — | | | Supplemental Plan | | | 16 | | | | 928,727 | | | | — | | David D. Cole | | Qualified Plan | | | 14 | | | | 1,400,677 | | | | —�� | | | | | Supplemental Plan | | | 14 | | | | 363,240 | | | | — | | | Stacey W. Goff | | Qualified Plan | | | 14 | | | | 565,060 | | | | — | | | Qualified Plan | | | 16 | | | | 718,522 | | | | — | | | | Supplemental Plan | | | 14 | | | | 314,141 | | | | — | | | Supplemental Plan | | | 16 | | | | 380,829 | | | | — | |
| (1) | Aamir Hussain is not currently eligible to participate in either of our Pension Plans. |
| (2) | These figures represent accumulated benefits as of December 31, 20122014 based on several assumptions, including the assumption that the executive remains employed by us and begins receiving retirement benefits at the normal retirement age of 65, with such accumulated benefits being discounted from the normal retirement age to December 31, 20122014 using discount rates ranging between 4.25% to 5.10%3.50% and 4.10%. No adjustments have been made to reflect reductions required under any qualified domestic relations orders. See Note 87 titled “Employee Benefits” of the notes to our audited financial statements included inAppendix AB for additional information. |
CenturyLink Pension Plans.Plans. With limited exceptions specified in the Pension Plans, we “froze” our Qualified Plan and Supplemental Plan as of December 31, 2010, which means that no additional monthly pension benefits have accrued under such plans since that date (although service after that date continues to count towards vesting and benefit eligibility and a limited transitional benefit for eligible participants continues to accrue through 2015).
Prior to this freezing of benefit accruals, the aggregate amount of a participant’sthese named officers’ total monthly pension benefit under the Qualified Plan and Supplemental Plan was equal to the participant’s years of service since 1999 (up to a maximum of 30 years) multiplied by the sum of (i) 0.5% of his or her final average pay plus (ii) 0.5% of his or her final average pay in excess of his compensation subject toor her Social Security taxes,covered compensation, where “final average pay” was defined as the participant’s average monthly compensation during the 60 consecutive month period within his or her last ten years of employment in which he or she received his or her highest compensation. Effective December 31, 2010, the Qualified Plan and Supplemental Plan were amended to cease all future benefit accruals under the above formula (except where a collective bargaining agreement provides otherwise). In lieu of additional accruals under the above-described formula, each affected participant’s accrued benefit as of December 31, 2010 increases 4% per year, compounded annually through the earlier of December 31, 2015 or the termination of the participant’s employment. Under both of these CenturyLink retirement plans,Pension Plans, “average monthly compensation” is determined based on the participant’s salary plus annual cash incentive bonus. Although the retirement benefits described above are provided through separate plans, we have in the past transferred benefits from the Supplemental Plan to the Qualified Plan, and reserve the right to make further similar transfers to the extent allowed under applicable law. The value of benefits transferred to the Qualified Plan, which directly offset the value of benefits in the Supplemental Plan, will be payable to the recipients in the form of enhanced annuities or supplemental benefits. The enhanced annuitiesbenefits and are not partreflected in the table under the “Present Value of the normal retirement benefit and were not impacted by the plan freeze.Accumulated Benefits” column. The normal form of benefit payment under both of theour Pension Plans is (i) in the case of unmarried participants, a monthly annuity payable for the life of the participant, and (ii) in the case of married participants, an actuarially equivalent monthly annuity payable for the lifetime of the participant and a survivor annuity payable for the lifetime of the spouse upon the participant’s death. Participants may elect optional forms of annuity benefits under each planPension Plan and, in the case of the Qualified Plan, an annuity that guarantees ten years of benefits, all of which are actuarially equivalent in value to the normal form of benefit. The enhanced annuities described in the prior paragraph may be paid in the form of a lump sum, at the participant’s election. The normal retirement age is 65 under both of the Pension Plans. Participants may receive benefits under both of these plans upon “early retirement,” which is defined as attaining age 55 with five years of service. Under both of these plans, the benefit payable upon early termination is calculated under formulas that pay between 60% to 100% of the base plan benefit and 48% to 92% of the excess plan benefit, in each case with the lowest percentage applying to early retirement at age 55 and proportionately higher percentages applying to early retirement after age 55. For additional information on early retirement benefits, please see the applicable early retirement provisions of the Pension Plans, copies of which are filed with the SEC. Glen F. Post, III and R. Stewart Ewing, and David ColeJr. are currently eligible for early retirement under the Qualified Plan and Supplemental Plan. Deferred Compensation
The following table and discussion provides information on our Supplemental Dollars & Sense Plan, which is designed to permit officers to defer a portion of their salary in excess of the amounts that may be deferred under federal law governing qualified 401(k) plans. Non-Qualified Deferred Compensation | Name | | Aggregate
Balance at
December 31,
2011 | | | Executive
Contributions
in 2012(1) | | | CenturyLink
Contributions
in 2012(2) | | | Aggregate
Earnings
in 2012(3) | | | Aggregate
Withdrawals/
Distributions | | | Aggregate
Balance at
December 31,
2012 | | | Aggregate
Balance at
December 31,
2013 | | | Executive
Contributions
in 2014(1) | | | CenturyLink
Contributions
in 2014(2) | | | Aggregate
Earnings
in 2014(3) | | | Aggregate
Withdrawals/
Distributions | | | Aggregate
Balance at
December 31,
2014 | | Glen F. Post, III | | $ | 1,776,830 | | | $ | 189,061 | | | $ | 77,644 | | | $ | 298,676 | | | | — | | | $ | 2,342,210 | | | $ | 2,807,238 | | | $ | 238,656 | | | $ | 89,174 | | | $ | 219,181 | | | | — | | | $ | 3,354,249 | | Karen A. Puckett | | | 729,650 | | | | 68,840 | | | | 40,157 | | | | 100,461 | | | | — | | | | 939,108 | | | | 1,271,461 | | | | 89,728 | | | | 52,341 | | | | 43,614 | | | | — | | | | 1,457,144 | | R. Stewart Ewing, Jr. | | | 609,612 | | | | 50,055 | | | | 29,845 | | | | 76,284 | | | | — | | | | 765,796 | | | | 990,503 | | | | 88,758 | | | | 35,610 | | | | 76,924 | | | | — | | | | 1,191,795 | | David D. Cole | | | 467,369 | | | | 42,362 | | | | 17,925 | | | | 88,538 | | | | — | | | | 616,194 | | | Stacey W. Goff | | | 662,578 | | | | 43,195 | | | | 12,068 | | | | 84,979 | | | | — | | | | 802,820 | | | | 1,105,387 | | | | 120,512 | | | | 35,149 | | | | 43,053 | | | | — | | | | 1,304,101 | | Aamir Hussain | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| (1) | All of these amounts in this column reflect contributions by the officer of salary paid in 20122014 and reported as 20122014 salary compensation in the Summary Compensation Table. |
| (2) | This column includes our match of the officer’s contribution under the terms of the plan. We have reflected all of these amounts as 20122014 compensation in the column of the Summary Compensation Table labeled “All Other Compensation.” |
| (3) | Aggregate earnings in 20122014 include interest, dividends and distributions earned with respect to deferred compensation invested by the officers in the manner described in the text below. |
Under our Supplemental Dollars & Sense Plan, certain of our senior officers may defer up to 25%50% of their salary in excess of the federal limit on annual contributions to a qualified 401(k) plan. For every dollar that participants contributean eligible participant contributes to this plan up to 6% of theirhis or her excess salary, we add an amount equal to the total matching percentage then in effect for matching contributions made by us under our qualified 401(k) plan (which for 20122014 equaled the sum of all of the initial 1% contributed and half of the next 5% contributed). All amounts contributed under this supplemental plan by the participants or us may be invested byare allocated among deemed investments which follow the participants inperformance of the same broad array of money market and mutual funds offered under our qualified 401(k) plan. This is reflected in the market value of each participant’s account. Participants may change their deemed investments in these funds at any time. We reserve the right to transfer benefits from the Supplemental Dollars & Sense Plan to our qualified 401(k) or retirement plans to the extent allowed under Treasury regulations and other guidance. The value of benefits transferred to our qualified plans directly offsets the value of benefits in the Supplemental Dollars & Sense Plan. Participants in the Supplemental Dollars & Sense Plan normally receive payment of their account balances in a lump sum once they cease working full-time for us. Potential Termination Payments The materials below discuss payments and benefits that our officers are eligible to receive if they (i) resign or retire, (ii) are terminated by us, with or without cause, (iii) die or become disabled or (iv) become entitled to termination benefits following a change of control of CenturyLink. Notwithstanding the information appearing below, you should be aware that our officers have agreed to forfeit their equity compensation awards (and profits derived therefrom) if they compete with us or engage in other activity harmful to our interests while employed with us or within 18 months after termination. Certain other compensation might also be recoverable by us under certain circumstances after termination of employment. See “Compensation Discussion and Analysis — Our Policies, Processes and Guidelines Related to Executive Compensation — Forfeiture of Prior Compensation” for more information. Payments Made Upon All Terminations.Terminations. Regardless of the manner in which our employees’ employment terminates prior to a change of control, they are entitled to receive amounts earned during their term of employment (subject to the potential forfeitures discussed above). With respect to each such terminated employee, such amounts include his or her:
salary and earned but unused vacation pay through the date of termination, payable immediately following termination in cash annual incentive bonus, but only if such employee served for the entire bonus period or through the date such bonus is payable (unless this service requirement is waived) restricted stock that has vested benefits accrued and vested under our qualified and supplemental defined benefit pension plans, with payouts generally occurring at early or normal retirement age vested account balance held in our qualified and supplemental defined contribution plans, which the employee is generally free to receive at the time of termination rights to continued health care benefits to the extent required by law. Payments Made Upon Voluntary or Involuntary Terminations.Terminations. In addition to benefits described under the heading immediately above, employees involuntarily terminated by us without cause prior to a change of control are also entitled, subject to certain conditions, to: exercise all vested options within 190 days of the termination date keepaccelerated vesting of all, or a portion of, unvested time-vested restricted stock if approved by our Compensation Committee
a cash severance payment in the amount described under “Compensation Discussion and Analysis — Our Compensation Program Objectives and Components of Pay — Other Benefits — Severance Benefits,”Benefits” plus the receipt of any short-term incentive bonus payable under their applicable bonus plan and outplacement assistance benefits. None of the benefits listed immediately above are payable if the employee resigns or is terminated for cause, except that resigning employees are entitled to exercise their vested options within 190 days and employees terminated for cause could request the Compensation Committee to accelerate their unvested time-vested restricted stock (which is unlikely to be granted). Payments Made Upon Retirement.Retirement. Employees who retire in conformity with our retirement plans and policies are entitled, subject to certain conditions, to: exercise all of their options, all of which accelerate upon retirement, within three years of their retirement date keepaccelerated vesting of all, or a portion of, unvested time-vested restricted stock if approved by our Compensation Committee
| | • | | payment of their annual incentive bonus or apro rataportion thereof, depending on their retirement date |
post-retirement life, health and welfare benefits all of the benefits described under the heading “— Payments Made Upon All Terminations.” In addition, an employee who retires from the Company will continue to vest in his or her unvested performance-based restricted stock for the remainder of the applicable performance period. If the employee takes early retirement, this continued vesting opportunity only applies to a reduced pro rata number of unvested shares, based on the number of days he or she was employed during the performance period. Payments Made Upon Death or Disability.Disability. Upon death or disability, officers (or their estates) are generally entitled to (without duplication of benefits):
payments under our disability or life insurance plans, as applicable exercise all of their options, all of which accelerate upon death or disability, within two years keep all of their time-vested restricted stock, whether vested or unvested | | • | | payment of their annual incentive bonus or apro rataportion thereof, depending on their date of death or disability |
continued rights to receive (i) life, health and welfare benefits at early or normal retirement age, in the event of disabilities of employees with ten years of prior service, or (ii) health and welfare benefits payable to surviving eligible dependents, in the event of death of employees meeting certain age and service requirements all of the benefits described under the heading “— Payments Made Upon All Terminations,” except that (i) upon death benefits under our retirement plans are generally available only to surviving spouses and (ii) benefits payable to mentally disabled employees under our nonqualified defined benefit retirement plans may be paid prior to retirement age. Payments Made Upon a Change of Control.Control.We have entered into agreements that entitle each of our executive officers who are terminated without cause or resign under certain specified circumstances within certain specified periods following any change in control of CenturyLink to (i) receive a lump sum cash severance payment equal to a multiple of such officer’s annual cash compensation (defined as salary plus the average annual incentive bonus over the past three years), (ii) receive such officer’s currently pending bonus orpro rata portion thereof, depending on the date of termination, and (iii) continue to receive, subject to certain exceptions, certain welfare benefits for certain specified periods. See “Compensation Discussion and Analysis — Our Compensation Program Objectives and Components of Pay — Other Benefits — Change of Control Arrangements” for a description of the benefits under our change of control agreements. Under CenturyLink’s above-referenced agreements, a “change in control” of CenturyLink would be deemed to occur upon (i) any person (as defined in the Securities Exchange Act of 1934) becoming the beneficial owner of 30% or more of the outstanding Common Shares, (ii) a majority of our directors being replaced, (iii) consummation of certain mergers, substantial asset sales or similar business combinations, or (iv) approval by the shareholders of a liquidation or dissolution of CenturyLink. The above-referenced agreements provide the benefits described above if we terminate the officerofficer’s employment without cause or the officer resigns with “good reason,” which we describe further under the heading “Compensation Discussion and Analysis — Our Compensation Program Objectives and Components of Pay — Other Benefits — Change of Control Arrangements.” We have filed copies or forms of these agreements with the SEC. In the event of a changeParticipants in control of CenturyLink, our pre-2011 benefit plans generally provide, among other things, that all restrictions on outstanding restricted stock will lapse. In addition, participants in the supplemental defined benefit plan whose service is terminated within two years of the change in control of CenturyLink will receive a cash payment equal to the present value of their plan benefits (after providing age and service credits of up to three years if the participant is terminated by us without cause or resigns with “good reason”), determined in accordance with actuarial assumptions specified in the plan. Certain account balances under our qualified retirement plans will also fully vest upon a change of control of CenturyLink.
Under the terms of our 2011 Equity Incentive Plan, incentives granted thereunder will not vest, accelerate, become exercisable or be deemed fully paid unless otherwise provided in a separate agreement, plan or instrument. None of our equity award agreements since 2011 have provided for any such accelerated recognition of benefits solely upon a change of control. Instead, our current award agreements provide that any holder of incentives who is terminated by us or our successor without cause or resigns with good reason following a change of control will be entitled to receive full vesting of his or her time-vested restricted shares and continued rights under his or her performance-based restricted shares (on the same terms as if he or she had not been terminated). We believe the above-described change of control benefits enhance shareholder value because: prior to a takeover, these protections help us to recruit and retain talented officers and to help maintain the productivity of our workforce by alleviating concerns over economic security, and during or after a takeover, these protections (i) help our personnel, when evaluating a possible business combination, to focus on the best interests of CenturyLink and its shareholders, and (ii) reduce the risk that personnel will accept job offers from competitors during takeover discussions. Estimated Potential Termination Payments. The table below provides estimates of the value of payments and benefits that would become payable if our current executives named belowexecutives were terminated in the manner described below, in each case based on various assumptions, the most significant of which are described in the table’s notes. Potential Termination Payments | | | | Type of Termination of Employment(1) | | | | | Type of Termination of Employment(1) | | Name | | Type of
Termination
Payment(2) | | Involuntary
Termination
Without
Cause(3) | | Retirement(4) | | Disability | | Death | | Termination
Upon a
Change of
Control(5) | | | Type of Termination Payment(2) | | Involuntary
Termination
Without
Cause(3) | | Retirement(4) | | Disability | | Death | | Termination
Upon a
Change of
Control(5) | | Glen F. Post, III | | Annual Bonus | | $ | 1,767,836 | | | $ | 1,767,836 | | | $ | 1,767,836 | | | $ | 1,767,836 | | | $ | 1,767,836 | | | Annual Bonus | | $ | 1,597,200 | | | $ | 1,597,200 | | | $ | 1,597,200 | | | $ | 1,597,200 | | | $ | 1,597,200 | | | | Equity Awards(6) | | | — | | | | 12,097,025 | | | | 14,417,872 | | | | 14,417,872 | | | | 14,417,872 | | | Equity Awards(6) | | | — | | | 8,920,105 | | | 19,172,473 | | | 19,172,473 | | | 19,172,473 | | | | Pension and Welfare(7) | | | 34,100 | | | | — | | | | — | | | | — | | | | 240,057 | | | Pension and Welfare(7) | | 37,900 | | | | — | | | | — | | | | — | | | 53,100 | | | | Cash Severance(8) | | | 4,950,000 | | | | — | | | | — | | | | — | | | | 8,141,991 | | | Cash Severance(8) | | 5,500,000 | | | | — | | | | — | | | | — | | | 8,250,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 6,751,936 | | | $ | 13,864,861 | | | $ | 16,185,708 | | | $ | 16,185,708 | | | $ | 24,567,756 | | | $ | 7,135,100 | | | $ | 10,517,305 | | | $ | 20,769,673 | | | $ | 20,769,673 | | | $ | 29,072,773 | | | Karen A. Puckett | | Annual Bonus | | $ | 785,535 | | | | — | | | $ | 785,535 | | | $ | 785,535 | | | $ | 785,535 | | | Annual Bonus | | $ | 771,980 | | | $ | — | | | $ | 771,980 | | | $ | 771,980 | | | $ | 771,980 | | | | Equity Awards(6) | | | — | | | | — | | | | 5,780,195 | | | | 5,780,195 | | | | 5,780,195 | | | Equity Awards(6) | | | — | | | | — | | | | 6,488,943 | | | | 6,488,943 | | | | 6,488,943 | | | | Pension and Welfare(7) | | | 26,300 | | | | — | | | | — | | | | — | | | | 46,200 | | | Pension and Welfare(7) | | | 29,000 | | | | — | | | | — | | | | — | | | | 50,500 | | | | Cash Severance(8) | | | 1,341,250 | | | | — | | | | — | | | | — | | | | 2,879,966 | | | Cash Severance(8) | | | 1,522,500 | | | | — | | | | — | | | | — | | | | 3,045,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 2,153,085 | | | | — | | | $ | 6,565,730 | | | $ | 6,565,730 | | | $ | 9,491,896 | | | $ | 2,323,480 | | | $ | — | | | $ | 7,260,923 | | | $ | 7,260,923 | | | $ | 10,356,423 | | R. Stewart Ewing, Jr. | | Annual Bonus | | $ | 706,981 | | | $ | 706,981 | | | $ | 706,981 | | | $ | 706,981 | | | $ | 706,981 | | | Annual Bonus | | $ | 692,120 | | | $ | 692,120 | | | $ | 692,120 | | | $ | 692,120 | | | $ | 692,120 | | | | Equity Awards(6) | | | — | | | | 3,843,410 | | | | 4,628,287 | | | | 4,628,287 | | | | 4,628,287 | | | Equity Awards(6) | | | — | | | | 2,424,631 | | | | 4,557,122 | | | | 4,557,122 | | | | 4,557,122 | | | | Pension and Welfare(7) | | | 22,000 | | | | — | | | | — | | | | — | | | | 70,479 | | | Pension and Welfare(7) | | | 21,500 | | | | — | | | | — | | | | — | | | | 35,500 | | | | Cash Severance(8) | | | 1,202,500 | | | | — | | | | — | | | | — | | | | 2,588,738 | | | Cash Severance(8) | | | 1,365,000 | | | | — | | | | — | | | | — | | | | 2,730,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 1,931,481 | | | $ | 4,550,390 | | | $ | 5,335,268 | | | $ | 5,335,268 | | | $ | 7,994,485 | | | $ | 2,078,620 | | | $ | 3,116,751 | | | $ | 5,249,242 | | | $ | 5,249,242 | | | $ | 8,014,742 | | | David D. Cole | | Annual Bonus | | $ | 393,813 | | | $ | 393,813 | | | $ | 393,813 | | | $ | 393,813 | | | $ | 393,813 | | | | | Equity Awards(6) | | | — | | | | 2,738,139 | | | | 3,320,466 | | | | 3,320,466 | | | | 3,320,466 | | | | | Pension and Welfare(7) | | | 28,400 | | | | — | | | | — | | | | — | | | | 115,756 | | | | | Cash Severance(8) | | | 783,750 | | | | — | | | | — | | | | — | | | | 1,667,049 | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 1,205,963 | | | $ | 3,131,952 | | | $ | 3,714,279 | | | $ | 3,714,279 | | | $ | 5,497,085 | | | Stacey W. Goff | | Annual Bonus | | $ | 394,959 | | | | — | | | $ | 394,959 | | | $ | 394,959 | | | $ | 394,959 | | | Annual Bonus | | $ | 611,942 | | | $ | — | | | $ | 611,942 | | | $ | 611,942 | | | $ | 611,942 | | | | Equity Awards(6) | | | — | | | | — | | | | 3,305,953 | | | | 3,305,953 | | | | 3,305,953 | | | Equity Awards(6) | | | — | | | | — | | | | 3,558,836 | | | | 3,558,836 | | | | 3,558,836 | | | | Pension and Welfare(7) | | | 28,400 | | | | — | | | | — | | | | — | | | | 50,600 | | | Pension and Welfare(7) | | | 28,000 | | | | — | | | | — | | | | — | | | | 48,500 | | | | Cash Severance(8) | | | 825,000 | | | | — | | | | — | | | | — | | | | 1,706,361 | | | Cash Severance(8) | | | 1,102,500 | | | | — | | | | — | | | | — | | | | 2,205,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 1,248,359 | | | | — | | | $ | 3,700,912 | | | $ | 3,700,912 | | | $ | 5,457,873 | | | $ | 1,742,442 | | | $ | — | | | $ | 4,170,778 | | | $ | 4,170,778 | | | $ | 6,424,278 | | Aamir Hussain | | | Annual Bonus | | $ | 83,144 | | | $ | — | | | $ | 83,144 | | | $ | 83,144 | | | $ | 83,144 | | | | | Equity Awards(6) | | | — | | | | — | | | | 2,496,113 | | | | 2,496,113 | | | | 2,496,113 | | | | | Pension and Welfare(7) | | | 28,200 | | | | — | | | | — | | | | — | | | | 48,900 | | | | | Cash Severance(8) | | | 950,000 | | | | — | | | | — | | | | — | | | | 1,900,000 | | | | | | | | | | | | | | | | | | | | | | | | $ | 1,061,344 | | | $ | — | | | $ | 2,579,257 | | | $ | 2,579,257 | | | $ | 4,528,157 | |
| (1) | All data in the table reflects estimates of the value of payments and benefits assuming the named officer was terminated on December 31, 2012.2014. The closing price of the Common Shares on such date was $39.12.$39.58. The table reflects only estimates of amounts earned or payable through or at such date based on various assumptions. Actual amounts can be determined only at the time of termination. If a named officer voluntarily resigns or is terminated with cause, he or she will not be entitled to any special or accelerated benefits, but will be entitled to receive various payments or benefits that vested before the termination date. The table reflects potential payments based upon a physical disability; additional benefits may be payable in the event of a mental disability. |
| (2) | As further described above, upon termination of employment, the named officers may become entitled to receive certain special, accelerated or enhanced benefits, including, subject to certain exceptions, the right to receive payment of their annual cash incentive bonus, an acceleration under certain circumstances of the vesting of their outstanding equity awards, current or enhanced pension and welfare benefits, or cash severance payments. The table excludes (i) payments or benefits made under broad-based plans or arrangements generally available to all salaried full-time employees and (ii) benefits, awards or amounts that the officer was entitled to receive prior to termination of employment. |
| (3) | The amounts listed in this column reflect payments to which the named officer would be entitled to under our executive severance plan if involuntarily terminated by us without cause.cause prior to a change of control. The amounts listed in this column would not be payable if the officer voluntarily resigns or is terminated for cause. |
| (4) | Of the named officers, only Messrs. Post Ewing and ColeEwing are eligible to retire early under CenturyLink’s defined benefit pension plans described above under the heading “Executive Compensation — Pension Benefits.” The amounts reflected under the “Retirement” column do not reflect the amount of lifetime annuity payments payable upon early retirement. Assuming early retirement as of December 31, 2012,2014, Messrs. Post Ewing and ColeEwing would have been entitled to monthly annuity payments of approximately $22,026, $15,263$26,179 and $8,745,$18,074, respectively, over their lifetimes, some of which, in the case of Mr. Ewing, may be payable to his ex-wife under a qualified domestic relations order. For further information, see the other footnotesnotes below. |
| (5) | The information in this column assumes each named officer became entitled at December 31, 20122014 to the benefits under CenturyLink’s agreements in existence on such date described above under “— Payments Made Upon a Change of Control” upon an involuntary termination without cause or resignation with good reason. As described further under such heading, a small portion of these benefits will accrue immediately upon a change of control, regardless of whether the officer’s employment terminates. All amounts are based on several assumptions. |
| (6) | The information in this row (i) reflects the benefit to the named officer arising out of the accelerated vesting of some or all of his or her restricted stock caused by the termination of employment (or in certain cases a change of control), based upon the intrinsic method of valuation, (ii) assumes that the Compensation Committee would not approve the acceleration of the named officer’s restricted stock in the event of an involuntary termination, and (iii) assumes that the Compensation Committee would approve, the acceleration of such restricted stock in the event of the early retirement of Messrs. Post or Ewing, or Cole.the acceleration of all of their restricted stock outstanding for at least one year. Assuming the Compensation Committee approved the acceleration of all of the named officers’ restricted stock in connection with a voluntary termination of employment at December 31, 2014, the amounts reflected in the table under the column “Involuntary Termination Without Cause” would have been higher by the following amounts: $19,172,473 for Mr. Post, $6,488,943 for Ms. Puckett, $4,557,122 for Mr. Ewing, $3,558,836 for Mr. Goff and $2,496,113 for Mr. Hussain. |
| (7) | The information in this row reflects only the incremental benefits that accrue upon an event of termination, and excludes benefits that were vested on December 31, 2012.2014. For information on the present value of the named officers’ accumulated benefits under our defined benefit pension plans, see “— Pension Benefits,” and for information on the aggregate balances of the named officers’ non-qualified deferred compensation, see “— Deferred Compensation.” As indicated above, the named officer would also be entitled to receive a distribution of his or her 401(k) benefits and various other broad-based benefits. |
| (8) | The information in this row excludes, in the case of disability or death, payments made by insurance companies. |
DIRECTOR COMPENSATION
Overview The Board believes that each director who is not employed by us (whom we refer to as outside directors or non-management directors) should be compensated through a mix of cash and equity-based compensation, which most recently has been granted in the form of restricted stock. The Compensation Committee, consisting entirely of independent directors, has primary responsibility for periodically reviewing and considering any revisions to director compensation. The Board reviews the Compensation Committee’s recommendations and determines the amount of director compensation. Since being retained by the Compensation Committee in 2010, Hay Group has assisted the committeeCommittee in reviewing director compensation. In late 2011, the Compensation Committee concluded that our director compensation lagged the median compensation paid to directors at peer companies, based on survey data compiled by the Committee’s independent compensation consultant. Based on this data, the Board approved increases in November 2011 in the cash and equity compensation payable to our outside directors. Shortly thereafter, the Board elected to defer implementation of this increase in the outside directors’ cash compensation until late May 2012.
The table and the discussion below summarizessummarize how we compensated our outside directors in 2012.2014. 20122014 Compensation of Outside Directors
| Name | | Fees Earned or
Paid in Cash | | | Stock
Awards(1),(2) | | | All Other
Compensation(3) | | | Total | | | Fees Earned or
Paid in Cash | | | Stock
Awards(1),(2) | | | All Other
Compensation(3) | | | Total | | Current Directors: | | | | | | | | | | | | | | | | | Virginia Boulet | | $ | 116,500 | | | $ | 114,784 | | | $ | — | | | $ | 231,284 | | | $ | 122,000 | | | $ | 149,100 | | | $ | — | | | $ | 271,100 | | Peter C. Brown | | | 112,250 | | | | 114,784 | | | | — | | | | 227,034 | | | | 107,000 | | | | 149,100 | | | | — | | | | 256,100 | | Richard A. Gephardt | | | 79,250 | | | | 114,784 | | | | 279,398 | | | | 473,432 | | | | 83,000 | | | | 149,100 | | | | — | | | | 232,100 | | W. Bruce Hanks | | | 137,500 | | | | 114,784 | | | | 5,182 | | | | 257,466 | | | | 142,000 | | | | 149,100 | | | | 4,247 | | | | 295,347 | | Gregory J. McCray | | | 98,750 | | | | 114,784 | | | | — | | | | 213,534 | | | | 115,000 | | | | 149,100 | | | | — | | | | 264,100 | | C. G. Melville, Jr. | | | 110,625 | | | | 114,784 | | | | — | | | | 225,409 | | | | 123,500 | | | | 149,100 | | | | — | | | | 272,600 | | Fred R. Nichols | | | 102,750 | | | | 114,784 | | | | 3,692 | | | | 221,226 | | | William A. Owens | | | 102,750 | | | | 314,438 | | | | — | | | | 417,188 | | | | 105,000 | | | | 354,757 | | | | 2,000 | | | | 461,757 | | Harvey P. Perry | | | 195,250 | | | | 114,784 | | | | 8,276 | | | | 318,310 | | | | 201,000 | | | | 149,100 | | | | 4,163 | | | | 354,263 | | Michael J. Roberts | | | 97,250 | | | | 114,784 | | | | — | | | | 212,034 | | | | 93,000 | | | | 149,100 | | | | — | | | | 242,100 | | Laurie A. Siegel | | | 113,813 | | | | 114,784 | | | | — | | | | 228,597 | | | | 113,750 | | | | 149,100 | | | | — | | | | 262,850 | | Joseph R. Zimmel | | | 106,250 | | | | 114,784 | | | | — | | | | 221,034 | | | | 99,000 | | | | 149,100 | | | | — | | | | 248,100 | | Former Directors:(4) | | | | | | | | | | Charles L. Biggs | | $ | 26,250 | | | $ | — | | | $ | — | | | $ | 26,250 | | | Edward A. Mueller | | | 24,250 | | | | — | | | | — | | | | 24,250 | | | James A. Unruh | | | 26,250 | | | | — | | | | — | | | | 26,250 | | | Former Director: | | | | | | | | | | Fred R. Nichols(4) | | | | 111,000 | | | | 149,100 | | | | — | | | | 260,100 | |
| (1) | For purposes of determining the number of restricted shares to grant to each outside director, the Compensation Committee valued each of these stock awards to equal $115,000$145,000 (or $315,000$345,000 in the case of Adm. Owens), based upon the volume-weighted average closing price of our Common Shares over a 15-day trading period ending prior to the grant date. For purposes of reporting the fair value of these awards in the table above, however, we valued each grant based upon the closing stock price of our Common Shares on the grant date in accordance with FASB ASC Topic 718 (formerly SFAS 123(R)).718. These grants vest on May 31, 201329, 2015 (subject to accelerated vesting in certain limited circumstances). See “— Cash and Stock Payments.” |
| (2) | The following table sets forth, for each outside director, the total number of outstanding shares of unvested restricted stock held by them asAs of December 31, 2012 (excluding equity awards granted to certain2014, William A. Owens held 9,415 unvested shares of the individuals listed below prior to their commencementrestricted stock and each of service on our board following the Qwest merger),other outside directors held 3,957 unvested shares of restricted stock, which constituteconstituted the only unvested equity-based awards held by our outside directors as of such date: |
| | | | | Name
| | Unvested
Restricted
Stock | | Current Directors:
| | | | | Virginia Boulet
| | | 5,547 | | Peter C. Brown
| | | 5,547 | | Richard A. Gephardt
| | | 5,547 | | W. Bruce Hanks
| | | 5,547 | | Gregory J. McCray
| | | 5,547 | | C. G. Melville, Jr.
| | | 5,547 | | Fred R. Nichols
| | | 5,547 | | William A. Owens
| | | 10,706 | | Harvey P. Perry
| | | 5,547 | | date (excluding equity awards granted to Michael J. Roberts | | | 4,564 | | Laurie A. Siegel
| | | 5,547 | | Joseph R. Zimmel
| | | 5,547 | |
| | | | | Name
| | Unvested
Restricted
Stock | | Former Directors:(4)
| | | | | Charles L. Biggs
| | | — | | Edward A. Mueller
| | | — | | James A. Unruh
| | | — | |
| prior to his commencement of service on our board following the Qwest merger). For further information on our directors’ stock ownership, see “Ownership of Our Securities — Executive Officers and Directors,” and for information on certain deferred fee arrangements pertaining to Michael J.Mr. Roberts, see “— Other Benefits.” |
| (3) | Represents (i) reimbursements for the cost of annual physical examinations including medical and travel expenses for 2012 examinations and payments made in early 2012 to compensate the directors for taxes payable as a result of receiving reimbursements for 2011 examinations or (ii) in the case of Mr. Gephardt, payment of the consulting fees specified under “Transactions With Related Parties — Recent Transactions.”related travel. Except as otherwise noted in this footnote,the prior sentence, the table above does not reflect (i) reimbursements for travel expenses or (ii) any benefits associated with participating in recreational activities scheduled during board retreats (as described further under the heading “Compensation Discussion and Analysis — Our Compensation Program Objectives and Components of Pay — Other Benefits — Perquisites”) or (iii) 2012 payments to Mr. Biggs and Mr. Unruh of previously-disclosed deferred board fees earned by both of them for service as directors of Qwest prior to the date we acquired Qwest (as described further below under the heading “— Other Benefits”). |
| (4) | Served through May 23, 2012.As previously disclosed, on March 1, 2015, Fred R. Nichols, a member of our Board since 2003 and a member of our Compensation Committee and Nominating and Corporate Governance Committee, passed away unexpectedly at the age of 68. |
Cash and Stock Payments Each outside director is paid an annual fee of $65,000 plus additional amounts$2,000 for attending various othereach regular board ormeeting, special board meeting (including each day of the Board’s annual planning session), committee meetings. These fees are summarized below:meeting and separate director education program. | | | | | | | | | | | | Old Rate(1) | | | New Rate(1) | | Annual fee | | $ | 50,000 | | | $ | 65,000 | | Fee for attending each regular board meeting | | | 2,000 | | | | 2,000 | | Fee for attending each special board meeting(2) | | | 2,500 | | | | 2,000 | | Fee for attending each committee meeting | | | 1,500 | | | | 2,000 | | Fee for attending separate director education programs | | | 2,500 | | | | 2,000 | |
(1) | The new rate became effective May 24, 2012. For further information, see “— Overview.”
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(2) | Includes each day of the Board’s annual planning session.
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Currently, William A. Owens, in his capacity as the non-executive Chairman of the Board, receives supplemental board fees at the rate of $200,000 per year payable in shares of time-vested restricted stock (valued using the 15-trading day average closing price specified in footnotenote 1 of the table appearing above under “— Overview”). The restricted stock issued to the Chairman during 20122014 vests on May 31, 201329, 2015 (subject to accelerated vesting in certain limited circumstances). The Board anticipates making a similar grant to the Chairman in May 2013.2015. The Chairman’s duties are set forth in our Corporate Governance Guidelines.corporate governance guidelines. See “Corporate Governance.” Currently, Harvey P. Perry, in his capacity as non-executive Vice Chairman of the Board, receives supplemental board fees at the rate of $100,000 cash per year. The Board anticipates making a similar payment to Mr. Perry in May 2013.2015. The Vice Chairman’s current duties include, among others, (i) assisting the Chairman by facilitating communications among the directors and monitoring the activities of the Board’s committees, (ii) serving at the Chairman’s request on the board of any company in which we have an investment, (iii) monitoring our strategies and (iv) performing certain executive succession functions. We also pay annual supplemental board fees to the chairs of each of our committees. These annual supplemental board fees are summarized below:committees as follows: (i) the chair of the Audit Committee receives $25,000, (ii) the chair of the Compensation Committee receives $18,750, (iii) the chair of the Nominating Committee receives $15,000 and (iv) the chair of the Risk Evaluation Committee receives $12,500. | | | | | | | | | | | | Old Rate(1) | | | New Rate(1) | | Chair of Audit Committee | | $ | 20,000 | | | $ | 25,000 | | Chair of Compensation Committee | | | 10,000 | | | | 18,750 | | Chair of Nominating Committee | | | 10,000 | | | | 15,000 | | Chair of Risk Evaluation Committee | | | 10,000 | | | | 12,500 | |
(1) | The new rate became effective May 24, 2012. For further information, see “— Overview.”
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During 20122014, the Compensation Committee authorized each continuing outside director to receive shares of Restricted Stocktime-vested restricted stock valued at $115,000$145,000 (valued using the 15-trading day average closing price specified in footnotenote 1 of the table appearing above under “— Overview”) that vest on May 31, 201329, 2015 (subject to accelerated vesting in certain limited circumstances). The Compensation Committee currently expects to authorize comparable equity grants in May 2013 a grant valued at $115,000 that vests after one year, payable2015 to each outside director serving on the day after our 20132015 annual meeting. Other Benefits Each outside director is entitled to be reimbursed (i) for expenses incurred in attending board and committee meetings, (ii) for expenses incurred in attending director education programs and (iii) up to $5,000 per year for the cost of an annual physical examination, plus related travel expenses. Effective January 1, 2012, we eliminated the right of each outside director to be reimbursed for the estimated income taxes incurred by such director in connection with receiving reimbursement payments for any examination occurring after such date. In connection with our 2011 merger with Qwest, we assumed the Qwest Deferred Compensation Plan for Non-Employee Directors. Under this plan, Qwest outside directors could elect to defer all or a portion of their cash directors’ fees, which were then converted to a number of “phantom units” based the value of a share of Qwest stock, with credit for dividends paid to stockholders “reinvested” in additional phantom units. Certain plan balances were distributed to participants at the close of the merger, but plan balances attributable to amounts deferred on or after January 1, 2005 by Qwest directors who joined our Board following the merger were converted, based on the merger exchange ratio, to phantom units based on the value of a shareone of CenturyLink common stock.our Common Shares. Other than the crediting and “reinvestment” of dividends for outstanding phantom units, CenturyLink does not make any contributions to, and no additional elective deferrals are permitted under, this plan. Subject to the terms of the plan, each participant’s account will be distributed as a lump sum in cash as soon as practicable following the end of his or her service as a director. Each of Messrs. Biggs and Unruh was a participant in this plan, and received a payout from the plan following his termination of service on May 23, 2012 ($393,802 and $589,348, respectively). As of December 31, 2012, Mr.2014, Michael J. Roberts was the only remaining participant in this plan, with a balance of 4,232.524,785.05 phantom units with an aggregate value of $165,576$189,392 as of such date. We supply company-owned tablets to most of our outside directors for use in reviewing materials posted to a dedicated portal that permits management to communicate with the Board. Our bylaws require us to indemnify our directors and officers so that they will be free from undue concern about personal liability in connection with their service to CenturyLink. We have signed agreements with each of those individuals contractually obligating us to provide these indemnification rights. We also provide our directors with customary directors and officers liability insurance. Directors may use our aircraft in connection with company-related business. However, under our aircraft usage policy, neither directors nor their families may use our aircraft for personal trips (except on terms generally available to all of our employees in connection with a medical emergency). We have arranged a charter service that our outside directors can use at their cost for their personal air travel needs. None of our directors have used this charter service since 2007. Director Stock Ownership Guidelines For information on our stock ownership guidelines for outside directors, see “Corporate Governance — Governance Guidelines — Stock Ownership Guidelines.” PERFORMANCE GRAPH
The graph below compares the cumulative total shareholder return on the Common Shares with the cumulative total return of the S&P 500 Index and the S&P 500 Integrated TelecommunicationsTelecommunication Services Index for the period from December 31, 20072009 to December 31, 2012,2014, in each case assuming (i) the investment of $100 on January 1, 20082010 at closing prices on December 31, 2007,2009, and (ii) reinvestment of dividends.  
| | | | December 31, | | | December 31, | | | | | 2007 | | | 2008 | | | 2009 | | | 2010 | | | 2011 | | | 2012 | | | 2009 | | | 2010 | | | 2011 | | | 2012 | | | 2013 | | | 2014 | | CenturyLink | | $ | 100.00 | | | $ | 67.23 | | | $ | 97.19 | | | $ | 133.65 | | | $ | 116.21 | | | $ | 137.65 | | | $ | 100.00 | | | $ | 137.51 | | | $ | 119.57 | | | $ | 135.25 | | | $ | 117.56 | | | $ | 154.72 | | S&P 500 Index | | | 100.00 | | | | 66.47 | | | | 84.06 | | | | 96.74 | | | | 98.76 | | | | 108.59 | | | | 100.00 | | | | 115.08 | | | | 117.47 | | | | 136.24 | | | | 180.33 | | | | 204.96 | | S&P Telecom Index(1) | | | 100.00 | | | | 88.44 | | | | 94.13 | | | | 111.84 | | | | 120.90 | | | | 117.18 | | | S&P 500 Integrated Telecom Services Index(1) | | | | 100.00 | | | | 118.99 | | | | 126.51 | | | | 149.60 | | | | 166.56 | | | | 171.54 | |
| (1) | TheAs of December 31, 2014, the S&P 500 Integrated Telecommunication Services Index consistsconsisted of AT&T Inc., CenturyLink, Frontier Communications Corporation, Level 3 Communications, Inc., Verizon Communications Inc. and Windstream Corporation. The index is publicly available.
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION During the last fiscal year, our Compensation Committee included Laurie A. Siegel, Virginia Boulet, Fred R. Nichols, William A. Owens, Harvey P. Perry and Gregory J. McCray, who replaced Mr. Perry as a member of the Compensation Committee effective August 19, 2014. On that date, the Compensation Committee discontinued use of its formerly-constituted Incentive Awards Subcommittee. Other than Mr. Perry, who served as one of our officers until his retirement in 2003, no member of the Compensation Committee has served as an officer or employee of the Company or any of our subsidiaries prior to or while serving on the Compensation Committee. Mr. Perry’s son, H. Parnell Perry, Jr., is one of our employees, as further described immediately below under “Transactions With Related Parties — Recent Transactions.” TRANSACTIONS WITH RELATED PARTIES Recent Transactions In exchange for consulting services rendered to us in 2012,During 2013, we paid fees of approximately $279,400 to Gephardt Group Labor Advisory, LLC. Richard A. Gephardt, one of our directors, is the Chief Executive Officer and President, and a principal, of Gephardt Group Labor Advisory, LLC.
During 2012 we paid Michael S. Mueller, a Senior Director PortfolioH. Parnell Perry, Jr., who serves as Manager at Savvis,— Technology Management, total gross compensation of approximately $228,550,$128,123, consisting of approximately $160,124$111,202 in salary $17,858and $16,921 in annual incentive bonuses and restricted stock with a grant date fair(excluding the value of $50,568.broad-based benefits provided under our welfare and other benefit plans). Mr. MuellerPerry is the son of Edward A. Mueller, a directorHarvey P. Perry, one of ours between April 1, 2011 and May 23, 2012,our directors, and has been an employee of Savvisours since July 21, 2008.1987.
We are one of the largest employers in Monroe, Louisiana and in several of our other markets, and, as such, employ personnel related by birth or marriage throughout our organization. Several of our executive officers or directors have family members employed by us, although, none of them (other than Michael S. Mueller)H. Parnell Perry, Jr.) earned 20122014 compensation in excess of the $120,000 threshold that would require detailed disclosures under the federal proxy rules. Review Procedures Early each year, our director of internal auditmanagement distributes to the Audit Committee a written report listing our payments to vendors, including a list of transactions with our directors, officers or employees. This annual report permits the independent directors to assess and discuss our related party transactions. Although we have no formal written pre-approval procedure governing related party transactions, our CEO typically seeks approval of the board before engaging in any new related party transaction involving significant sums or risks. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE The Securities Exchange Act of 1934 requires our executive officers and directors, among others, to file certain beneficial ownership reports with the SEC. During 2012, Glen F. Post, III, Karen A. Puckett, R. Stewart Ewing, Jr., David D. Cole and Stacey W. Goff2014, Michael J. Roberts filed a late Form 4 reportsreport in connection with vestingthe acquisition of restricted shares in February 2012.additional phantom units, as further described above under “Director Compensation — Other Benefits.” ADDITIONAL INFORMATION ABOUT THE MEETING Quorum Our bylaws provide that the presence at the meeting, in person or by proxy, of a majority of the outstanding Voting Shares constitutes a quorum to organize the meeting. Vote Required to Elect Directors
Our bylaws provide that each of the eight12 director nominees will be elected if the number of votes cast in favor of the director exceeds the number of votes withheld with respect to the director. You may vote “for” all director nominees or withhold your vote for any one or more of the director nominees. If any of the eight12 directors fails to receive a majority of the votes cast at the meeting, our bylaws will require such director to tender his or her resignation to the Board for its consideration. Vote Required to Adopt Other Proposals at the Meeting With respect to all other itemsmatters to be submitted to a vote at the meeting, the affirmative votematter will be approved if the votes cast in favor of such matter exceed the holders of at least a majority of the Voting Shares present in person or represented by proxy and entitled to vote at the meeting is required to approve eachvotes cast against such item.matter. Effect of Abstentions Shares as to which the proxy holders have been instructed to abstain from voting with respect to any particular matter will be treated under the Company’s bylaws as not being cast present or represented for purposes of such vote. Because all matters must be approved by the holders of a specified percentagemajority of the votes cast, or Voting Shares present or represented at the meeting, abstentions will not affect the outcome of any such vote. Shareholders abstaining from voting will be counted as present for purposes of constituting a quorum to organize the meeting. Effect of Non-Voting If you properly execute and return a proxy or voting instruction card, your shares will be voted as you specify. If you are a shareholder of record and make no specifications on your validly submitted proxy card, your shares will be voted against the shareholder proposalsproposal and in favor of all other items.matters. If you are a beneficial owner of shares and do not give voting instructions to your broker, bank or nominee, they will be entitled to vote your shares only to the extent specified below. Under the rules of the New York Stock Exchange, brokers who hold shares in street name for customers may vote in their discretion on matters considered to be “routine” when they have not received voting instructions from beneficial owners. Under these rules, brokers who do not receive such instructions will be entitled to vote in their discretion at the meeting with respect to the ratification of the appointment of the independent auditor, but will not be entitled to vote in their discretion with respect to any of the other matters submitted to a vote. If brokers who do not receive voting instructions do not, or cannot, exercise discretionary voting power (a “broker non-vote”) with respect to any matter to be considered at the meeting, shares that are not voted will be treated as present for purposes of constituting a quorum to organize the meeting but not present or cast with respect to considering such matter. Because all matters to be considered at the meeting must be approved by the holders of a specified percentagemajority of the votes cast, or Voting Shares present or represented at the meeting, broker non-votes will not affect the outcome of any such vote. Revocations Shareholders of record may revoke their proxy or change their votes at any time before their proxy is voted at the meeting by giving a written revocation notice to our secretary, by timely delivering a proxy bearing a later date or by voting in person at the meeting. Beneficial shareholders may revoke or change their voting instructions by contacting the broker, bank or nominee that holds their shares. Voting by Participants in Our Benefit Plans If you beneficially own any of our Common Shares by virtue of participating in any retirement plan of CenturyLink, then you will receive a separate voting instruction card that will enable you to direct the voting of these shares. This voting instruction card entitles you, on a confidential basis, to instruct the trustees how to vote the shares allocated to your plan account. The plans require you to act as a “named fiduciary,” which requires you to exercise your voting rights prudently and in the interests of all plan participants. Plan participants who wish to vote should complete and return the voting instruction card in accordance with its instructions. If you elect not to vote the shares allocated to your accounts, your shares will be voted in the same proportion as voted shares regarding each of the items submitted to a vote at the meeting. Plan participants that wish to revoke their voting instructions must contact the trustee and follow its procedures. If you beneficially own any of our Common Shares by virtue of previously participating in an employee stock purchase plan formerly maintained by us or a company that we have acquired, we have made arrangements for our proxy materials to be made available to you by the record owner of those shares. Consequently, you will be afforded the opportunity to vote those shares in the same manner as any other shares held in street name. See “General Information About the Annual Meeting.” Cost of Proxy Solicitation We will pay all expenses of soliciting proxies for the meeting. Proxies may be solicited personally, by mail, by telephone or by facsimile by our directors, officers and employees, who will not be additionally compensated therefor. We will also request persons holding Voting Shares in their names for others, such as brokers, banks and other nominees, to forward materials to their principals and request authority for the execution of proxies, and we will reimburse them for their expenses incurred in connection therewith. We have retained Innisfree M&A Incorporated, New York, New York, to assist in the solicitation of proxies, for which we will pay Innisfree fees anticipated to be $15,000$20,000 and will reimburse Innisfree for certain of its out-of-pocket expenses. Other Matters Considered at the Meeting Management has not timely received any notice that a shareholder desires to present any matter for action at the meeting in accordance with our bylaws (which are described below in “Other Matters — Deadlines for Submitting Shareholder Nominations and Proposals for the 20142016 Annual Meeting — Other Proposals and Nominations”) other than the shareholder proposalsproposal described in this proxy statement, and is otherwise unaware of any matter to be considered by shareholders at the meeting other than those matters specified in the accompanying notice of the meeting. Our proxy and voting instruction cards, however, will confer discretionary voting authority with respect to any other matter that may properly come before the meeting. It is the intention of the persons named therein to vote in accordance with their best judgment on any such matter. Conduct of the Meeting The Chairman has broad responsibility and legal authority to conduct the meeting in an orderly and timely manner. This authority includes establishing rules for shareholders who wish to address the meeting. Copies of these rules will be available at the meeting. The Chairman may also exercise broad discretion in recognizing shareholders who wish to speak and in determining the extent of discussion on each item of business. In light of the number ofneed to conduct all necessary business items on this year’s agenda and the need to conclude the meeting within a reasonable period of time, we cannot assure that every shareholder who wishes to speak on an item of business will be able to do so. You will not be permitted to bring audio visual equipment, ampliphones or posters into the meeting. We reserve the right, to be exercised in our discretion, to admit guests, such as local politicians or the press, into the meeting. Postponement or Adjournment of the Meeting The Chairman may postpone or adjourn the meeting. Your proxy will still be valid and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy until it is voted. OTHER MATTERS
Deadlines for Submitting Shareholder Nominations and Proposals for the 20142016 Annual Meeting Proxy Statement Proposals. In order to be eligible for inclusion in our 20142016 proxy materials, pursuant to the federal proxy rules, any shareholder proposal to elect shareholder-nominated candidates as directors or to take any other action at such meeting must be received by our Secretary by December 10, 2013,2015, and must comply with applicable federal proxy rules.rules and our bylaws. See “Corporate Governance — Director Nomination Process.” These shareholder proposals must be in writing and received by the deadline described above at our principal executive offices at 100 CenturyLink Drive, Monroe, Louisiana 71203, Attention: Stacey W. Goff, Secretary. If we do not receive a shareholder proposal by the deadline described above, we may exclude the proposal from our proxy materials for our 2016 annual meeting. Other Proposals and Nominations. In addition, our bylaws require shareholders to furnish timely advance written notice of their intent to nominate a director or bring any other matter before a shareholders’ meeting, whether or not they wish to include their candidate or proposal in our proxy materials. In general, notice must be received in writing by our Secretary, addressed in the manner specified in the immediately-preceding paragraph, between November 23, 201322, 2015 and February 21, 201420, 2016 and must contain various information specified information concerning, among other things, the matters to be brought before such meeting and concerning the shareholder proposing such matters.in our bylaws. (If the date of the 20142016 annual meeting is more than 30 days earlierbefore or latermore than 60 days after May 22, 2014,20, 2016, notice must be received by our Secretary within 15 daysdelivered not earlier than the close of business on the 180th day prior to the date of such annual meeting and not later than the close of business on the later of the earlier90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, then 10th day following the day on which noticesuch public announcement of the date of such meeting is first mailed to shareholders or public disclosure ofmade by the meeting date is made.Company.) Notices that are not delivered in accordance with our bylaws may be disregarded by us. For additional information on these procedures, see “Corporate Governance — Director Nomination Process.”
TheseOur above-described advance notice bylaw provisions are in addition to, and separate from, the requirements that a shareholder must meet in order to have a candidate or proposal included in our proxy materials under the rules of the SEC.materials.
Proxies granted by a shareholder will give discretionary authority to the proxy holders to vote on any matters introduced pursuant to the above-described advance notice bylaw provisions, subject to applicable rules of the SEC. You may obtain a full copy of our bylaws by reviewing our reports filed with the SEC, by accessing our website atwww.centurylink.com,, or by contacting our Secretary in the manner specified below. Proxy Materials Most shareholders will receive only a written notice of how to access our proxy materials, and will not receive printed copies of the proxy materials unless requested. If you would like to receive a paper copy of our proxy materials, you should follow the instructions for requesting the materials in the notice. The full set of our materials include: the notice and proxy statement for the meeting, a proxy or voting instruction card, and | | • | | our 20122014 annual report furnished in the following two parts: (1) our 20122014 Financial Report, which constitutesAppendix AB to this proxy statement, and (2) our 2012 Review2014 review and CEO’s Message, prepared as a separateletter appearing at the beginning of this booklet. |
Our 20122014 annual report is not a part of our proxy soliciting materials. Annual Financial Report
Appendix AB includes our Annual Financial Report, which is excerpted from portions of our Annual Report on Form 10-K for the February year ended December 31, 20122014 that we filed with the Securities and Exchange CommissionSEC on March 1, 2013.February 24, 2015. In addition, we have provided you with a copy of or access to a separate booklet titled 2012 Reviewour 2014 review and CEO’s Message.letter, which precedes this proxy statement at the beginning of this booklet. Neither of these documents is a part of our proxy soliciting materials. You may obtain a copy of our Form 10-K report without charge by writing to Stacey W. Goff, Secretary, CenturyLink, Inc., 100 CenturyLink Drive, Monroe, Louisiana 71203, or by visiting our website atwww.centurylink.com. www.centurylink.com. You may view online this proxy statement and related materials atwww.envisionreports. com/ctl. www.envisionreports.com/ctl. By Order of the Board of Directors 
Stacey W. Goff Secretary Dated: April 9, 20133, 2015 APPENDIX A to Proxy Statement CENTURYLINK 2015 EXECUTIVE OFFICER SHORT-TERM INCENTIVE PLAN | 1. | Purpose. The purpose of the CenturyLink 2015 Executive Officer Short-Term Incentive Plan (the “Plan”) is to advance the interests of CenturyLink, Inc. (the “Company”) by providing a short-term incentive bonus to be paid to executive officers of the Company based on the achievement of pre-established quantitative performance goals. |
| 2. | Shareholder Approval. The payment of any bonus hereunder is subject to the approval of the Plan, including the terms of Section 5(a) hereof, by the shareholders of the Company at the 2015 Annual Shareholders Meeting. |
| 3. | Administration. The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company or, if all of the members of the Compensation Committee do not qualify as “outside directors” under Section 162(m) of the Internal Revenue Code, as amended, and the regulations and guidance promulgated thereunder (“Section 162(m)”), by a subcommittee of the Compensation Committee, all of the members of which qualify as “outside directors.” The authority of the committee or subcommittee that administers the Plan (the “Committee”) shall include, in particular, authority to: |
| (a) | designate participants for a particular year or portion thereof; |
| (b) | establish performance goals and objectives for a particular year or portion thereof; |
| (c) | establish regulations for the administration of the Plan and make all determinations deemed necessary for the administration of the Plan; and |
| (d) | certify as to whether performance goals have been met. |
The Committee, in its sole discretion, may delegate all or part of its administrative authority and powers under the Plan to one or more officers of the Company; provided, however, that the Committee may not delegate its responsibility to (i) grant incentive bonuses to executive officers, (ii) grant incentive bonuses that are intended to constitute qualified performance-based compensation under Section 162(m), or (iii) certify the satisfaction of performance goals as provided in Section 6. All determinations and decisions made by the Committee, the Board, and any delegate of the Committee pursuant to the provisions of this Plan shall be final, conclusive, and binding on all persons, and shall be given the maximum deference permitted by law. | 4. | Eligibility. Subject to Section 5(b) hereof, the Committee shall designate prior to March 31 of each year the executive officers of the Company who shall participate in the Plan that year. If no designation is made for any particular bonus period, all individuals designated as executive officers of the Company shall be deemed participants in the Plan that period. Any executive officers who do not participate in the Plan will be eligible to participate in one of the Company’s other annual incentive compensation plans, as in effect from time to time. |
| (a) | Bonuses paid under the Plan may not exceed $5.0 million per participant per year. Before March 31 of each year for which a bonus is to be payable hereunder (a “Plan Year”), the Committee shall establish the performance goals for that year and the objective criteria pursuant to which the bonus for that year is to be payable. The Committee has the discretion to decrease, but not increase, the amount of the bonus from the amount that is payable under the terms of the pre-established criteria for the applicable year. The performance goals each year shall apply to performance of the Company or one or more of its divisions, subsidiaries or lines of business and shall be based upon one or more of the following performance goals: (i) return on equity, cash flow, assets or investment; (ii) share price (including, but |
| not limited to, growth measures and shareholder return); (iii) target levels of revenues, operating income, cash flow (including, but not limited to, operating cash flow and free cash flow), cash provided by operating activities, earnings, or earnings per share; (iv) customer growth; (v) customer satisfaction; or (vi) an economic value added measure. For any Plan Year, performance goals may be measured on an absolute basis or relative to a group of peer companies selected by the Committee, relative to internal goals or industry benchmarks, or relative to levels attained in prior years. At the time it sets performance goals, the Committee may define cash flow, revenues and the other terms listed above as it sees fit. The Committee may change the performance goals each year to any of those listed above and may also change the targets applicable to the performance goals from year to year. |
| (b) | The Committee may subdivide any Plan Year into two or more performance periods, provided that in connection therewith (i) any bonus awards made for performance during a shortened performance period must also comply with Section 162(m); (ii) the participants and performance goals must be set within the first 25% of the measured performance period; and (iii) with the exception of the annual bonus limitation per participant as provided in Section 5(a), references herein to an annual period shall mean the applicable shortened period to the extent the context requires. |
| 6. | Payment of Incentive Bonus. As soon as practicable after the Company has publicly announced its earnings for the year for which the incentive bonus will be paid, the Committee shall evaluate the Company’s performance to determine the amount of the incentive bonus that has been earned for that Plan Year. In performing such evaluation, the Committee shall make all adjustments necessary to exclude the effect of any non-recurring transaction described in the Committee’s Guidelines for Administering Annual Incentive Bonus Programs, as in effect for the applicable Plan Year. The Committee shall also make adjustments necessary to exclude the effect of any change in accounting standards required by any regulatory agency or self-regulatory organization, including the Financial Accounting Standards Board. The Committee shall certify, either in writing or by the adoption of written resolutions, prior to the payment of any incentive bonus under the Plan, that the performance goals applicable to the bonus payment were met. The incentive bonus may be paid in whole or part in the form of cash, common stock, restricted stock, or restricted stock units of the Company in the discretion of the Committee. Common stock, restricted stock, or restricted stock units issued in payment hereunder may be paid under any of the Company’s stock-based incentive plans that provide for such grants. The incentive bonus will be paid by March 15 following the end of the year for which it was earned, unless deferred under a separate benefit plan of the Company. |
| 7. | Termination of Employment. |
| (a) | Except as otherwise provided in paragraphs (b), (c) or (d) of this Section 7, in order to be eligible to receive a bonus under the Plan, a participant must be an employee of the Company at the end of the Plan Year, unless this requirement is waived by the Committee under such special circumstances as may be determined by the Committee. |
| (b) | Subject to the other terms and conditions of this Plan, a participant who is not employed by the Company at the end of the Plan Year will nevertheless be eligible to receive a partial bonus if such participant is a “Qualifying Participant” for such Plan Year. A “Qualifying Participant” is a participant whose employment is terminated due to: |
| (iii) | retirement on or after age 55 after completing five full years of employment with the Company. Years of employment with the Company will be determined by accumulating such participant’s full months of employment with the Company, in the aggregate and without regard to whether such employment was continuous, and dividing such amount by 12. |
| (c) | Subject to the other terms and conditions of this Plan, any Qualifying Participant whose employment with the Company is terminated at any time after the 90th day of a Plan Year will have the right to |
| receive apro rata cash bonus for such Plan Year based on the same terms and conditions (including the same payment schedule and the same discretionary authority of the Committee to reduce bonuses under Section 5(a)) previously authorized under the Plan and by the Committee, as applicable for Plan participants for such Plan Year, the amount of which shall equal the product of the cash bonus that would have been payable to the Qualifying Participant for the full Plan Year multiplied by a fraction, the numerator of which equals the number of calendar days of the Plan Year that elapsed through the Qualifying Participant’s last date of employment with the Company and the denominator of which is 365. Any bonus payable to a Qualifying Participant under this Section 7(c) shall be payable to such participant at the time bonuses are paid to active participants with respect to such Plan Year. |
| (d) | Nothing in this Section 7 shall reduce or limit the right of a participant to receive cash payments under any Change of Control Agreement between that participant and the Company following a Change of Control (as defined in such agreements). |
| (e) | Any bonus payment to a participant, or the conditions thereof, deviating from the terms and conditions of paragraphs (a), (b), or (c) must be approved by the Committee and will only be considered for approval if such deviation would not, in the opinion of counsel to the Company, limit the Company’s federal income tax reduction for such bonus payment under Section 162(m). |
| 8. | Forfeiture of Benefits. |
| (a) | If, at any time during the participant’s employment by the Company or within 18 months after termination of employment, the participant engages in any activity in competition with any activity of the Company, or inimical, contrary or harmful to the interests of the Company, including but not limited to: (a) conduct relating to the participant’s employment for which either criminal or civil penalties against the participant may be sought, (b) conduct or activity that results in termination of the participant’s employment for cause, (c) violation of the Company’s policies, including, without limitation, the Company’s insider trading, ethics and compliance policies and programs, (d) participating in the public reporting of any financial or operating result that was impacted by the participant’s knowing or intentional fraudulent or illegal conduct; (e) accepting employment with, acquiring a 5% or more equity or participation interest in, serving as a consultant, advisor, director or agent of, directly or indirectly soliciting or recruiting any employee of the Company who was employed at any time during the participant’s tenure with the Company, or otherwise assisting in any other capacity or manner any company or enterprise that is directly or indirectly in competition with or acting against the interests of the Company or any of its lines of business (a “competitor”), except for (A) any isolated, sporadic accommodation or assistance provided to a competitor, at its request, by the participant during the participant’s tenure with the Company, but only if provided in the good faith and reasonable belief that such action would benefit the Company by promoting good business relations with the competitor and would not harm the Company’s interests in any substantial manner or (B) any other service or assistance that is provided at the request or with the written permission of the Company, (f) disclosing or misusing any confidential information or material concerning the Company, (g) engaging in, promoting, assisting or otherwise participating in a hostile takeover attempt of the Company or any other transaction or proxy contest that could reasonably be expected to result in a “change of control” (as defined in the Company’s stock incentive plan then in effect) not approved by the Board of Directors of the Company or (h) making any statement or disclosing any information to any customers, suppliers, lessors, lessees, licensors, licensees, regulators, employees or others with whom the Company engages in business that is defamatory or derogatory with respect to the business, operations, technology, management, or other employees of the Company, or taking any other action that could reasonably be expected to injure the Company in its business relationships with any of the foregoing parties or result in any other detrimental effect on the Company, then his or her participation in the Plan shall automatically terminate effective on the date on which the participant engages in such activity and (i) all cash acquired by the participant pursuant to the Plan shall be returned to the Company, (ii) any shares of common stock acquired by the participant pursuant to the Plan (or other securities into which such shares have been converted or exchanged) shall be returned to the Company |
| or, if no longer held by the participant, the participant shall pay to the Company, without interest, all cash, securities or other assets received by the participant upon the sale or transfer of such stock or securities, and (iii) any shares of restricted stock or unvested restricted stock units acquired by the participant pursuant to the Plan shall be forfeited. |
| (b) | If the participant owes any amount to the Company under Section 8(a) above, the participant acknowledges that the Company may, to the fullest extent permitted by applicable law, deduct such amount from any amounts the Company owes the participant from time to time for any reason (including without limitation amounts owed to the participant as salary, wages, reimbursements or other compensation, fringe benefits, retirement benefits or vacation pay). Whether or not the Company elects to make any such set-off in whole or in part, if the Company does not recover by means of set-off the full amount the participant owes it, the participant shall be obligated to pay immediately the unpaid balance to the Company. |
| (c) | The participant may be released from the participant’s obligations under Sections 8(a) and (b) above only if the Committee determines in its sole discretion that such action is in the best interests of the Company. |
| (d) | In addition to the provisions of Section 8(a) and (b), any incentive bonuses granted under this Plan are subject to the Company’s right of recoupment (or “clawback”) policy as provided in its Corporate Governance Guidelines. |
| (e) | For purposes of this Section 8, all references to the “Company” shall mean CenturyLink, Inc., its subsidiaries and their respective successors, unless the context otherwise requires. |
| 9. | Employee Rights Under the Plan. Nothing in this Plan shall be construed to: |
| (a) | grant any officer of the Company any claim or right to be granted an award under this Plan; |
| (b) | limit in any way the right of the Company to terminate a participant’s employment with the Company at any time; or |
| (c) | be evidence of any agreement or understanding, express or implied, that the Company will employ a participant in any particular position or at any particular rate of remuneration. |
| 10. | Assignments and Transfers. A participant may not assign, encumber, or transfer his or her rights and interests under the Plan. |
| 11. | Amendment and Termination. The Committee may amend, suspend or terminate the Plan at any time in its sole and absolute discretion. Any amendment or termination of the Plan shall not, however, affect the right of a participant to receive any earned but unpaid incentive bonus. |
| 12. | Withholding of Taxes. The Company shall deduct from the amount of any incentive bonus paid hereunder any federal or state taxes required to be withheld. |
| 13. | Term of Plan. The Plan applies to each of the five calendar years during the period beginning January 1, 2015 and ending December 31, 2019, unless terminated earlier by the Committee. |
| 14. | Performance-Based Compensation under Section 162(m) of the Internal Revenue Code. It is the intent of the Company that the Plan and any incentive bonuses paid to participants who are or may become persons whose compensation is subject to Section 162(m) satisfy any applicable requirements to be treated as qualified performance-based compensation under Section 162(m). The provisions of this Plan may at any time be bifurcated by the Board or the Committee so that certain provisions of the Plan or any particular incentive bonus intended to satisfy the applicable requirements of Section 162(m) are only applicable to persons whose compensation is subject to Section 162(m) of the Code. Nothing in this Plan precludes the Company from making additional payments or special awards to a participant outside of the Plan that may or may not qualify as “performance-based” compensation under Section 162(m), provided that such payment or award does not affect the qualification of any incentive bonus paid or payable under the Plan intended to be “performance-based” compensation. |
| 15. | Section 409A of the Internal Revenue Code. It is intended that incentive bonus payments under the Plan qualify as short-term deferrals exempt from the requirements of Section 409A of the Internal Revenue Code, as amended, and the regulations and guidance promulgated thereunder (“Section 409A”). In the event that any incentive bonus payment does not qualify for treatment as an exempt short-term deferral, it is intended that such amount will be paid in a manner that satisfies the requirements of Section 409A. The Plan shall be interpreted and construed accordingly. |
| 16. | No Vested Interest or Right. Notwithstanding anything to the contrary herein, at no time before the actual payout of an incentive bonus to any participant under the Plan shall any participant accrue any vested interest or right whatsoever under the Plan, and the Company shall have no obligation to treat participants identically under the Plan. |
* * * * * * * APPENDIX B to Proxy Statement CENTURYLINK, INC. ANNUAL FINANCIAL REPORT December 31, 20122014 INDEX TO ANNUAL FINANCIAL ANNUAL REPORT December 31, 20122014 The materials included in this Appendix AB are excerpted from Items 5, 6, 7 and 8 of our Annual Report on Form 10-K for the year ended December 31, 2012, which we2014. We filed the Form 10-K with the Securities and Exchange Commission on March 1, 2013.February 24, 2015, and have not updated any of the following excepted materials for any changes or developments since such date. Please see the Form 10-K for additional information about our business and operations. | * | All references to “Notes” in this Appendix AB refer to these Notes. |
INFORMATION ON OUR TRADING PRICE AND DIVIDENDS Our common stock is listed on the New York Stock Exchange (“NYSE”) and the Berlin Stock Exchange and is traded under the symbol CTL and CYT, respectively. The following table sets forth the high and low reported sales prices on the NYSE along with the quarterly dividends, for each of the quarters indicated. | | | | Sales Prices | | | Dividend per
Common
Share | | | Sales Price | | | Cash Dividend
per
Common Share | | | | | High | | | Low | | | | High | | | Low | | | 2012 | | | | | | | | 2014 | | | | | | | | First quarter | | $ | 40.54 | | | | 36.25 | | | | .725 | | | $ | 32.98 | | | | 27.93 | | | | 0.540 | | Second quarter | | | 39.89 | | | | 36.91 | | | | .725 | | | | 38.21 | | | | 32.45 | | | | 0.540 | | Third quarter | | | 43.43 | | | | 38.96 | | | | .725 | | | | 45.67 | | | | 35.70 | | | | 0.540 | | Fourth quarter | | | 40.49 | | | | 36.52 | | | | .725 | | | | 41.99 | | | | 37.56 | | | | 0.540 | | 2011 | | | | | | | | 2013 | | | | | | | | First quarter | | $ | 46.78 | | | | 39.45 | | | | .725 | | | $ | 42.01 | | | | 32.05 | | | | 0.540 | | Second quarter | | | 43.49 | | | | 38.66 | | | | .725 | | | | 38.40 | | | | 33.83 | | | | 0.540 | | Third quarter | | | 41.32 | | | | 31.75 | | | | .725 | | | | 36.49 | | | | 31.21 | | | | 0.540 | | Fourth quarter | | | 38.01 | | | | 31.16 | | | | .725 | | | | 34.18 | | | | 29.93 | | | | 0.540 | |
CommonDividends on common stock dividends during 20122014 and 20112013 were paid each quarter. On February 26, 2013,23, 2015, our Board of Directors declared a common stock dividend of $.54$0.54 per share.
As described in greater detail in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2012,2014, the declaration and payment of dividends is at the discretion of our Board of Directors, and will depend upon our financial results, cash requirements, future prospects and other factors deemed relevant by our Board of Directors. At February 15, 2013,17, 2015, there were approximately 168,000146,000 stockholders of record, although there were significantly more beneficial holders of our common stock. At February 15, 2013,17, 2015, the closing stock price of our common stock was $33.02.$39.23. SELECTED FINANCIAL DATA The following tabletables of selected consolidated financial data should be read in conjunction with, and are qualified by reference to, theour consolidated financial statements and notes thereto and the accompanying “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in ItemsItem 8 and 7, respectively, of our Annual Report on Form 10-K for the year ended December 31, 2012.2014 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2014. The tabletables of selected financial data shown below isare derived from our audited consolidated financial statements. These historical results are not necessarily indicative of results that you can expect for any future period. The results of operations include Savvis for periods after July 15, 2011 and Qwest Communications International Inc. (“Qwest”) for periods after April 1, 2011 and Embarq for periods after July 1, 2009.2011. Selected financial information from theour consolidated statements of operations data is as follows: | | | | Years Ended December 31,(1) | | | Years Ended December 31,(1) | | | | | 2012 | | | 2011 | | | 2010 | | | 2009 | | | 2008 | | | 2014(2) | | | 2013(3) | | 2012 | | | 2011 | | | 2010 | | | | | (Dollars in millions, except per share amounts
and shares in thousands) | | | (Dollars in millions, except per share amounts and shares in thousands) | | Operating revenues | | $ | 18,376 | | | | 15,351 | | | | 7,042 | | | | 4,974 | | | | 2,600 | | | $ | 18,031 | | | | 18,095 | | | | 18,376 | | | | 15,351 | | | | 7,042 | | Operating expenses | | | 15,663 | | | | 13,326 | | | | 4,982 | | | | 3,741 | | | | 1,878 | | | | 15,621 | | | | 16,642 | | | | 15,663 | | | | 13,326 | | | | 4,982 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Operating income | | $ | 2,713 | | | | 2,025 | | | | 2,060 | | | | 1,233 | | | | 721 | | | $ | 2,410 | | | | 1,453 | | | | 2,713 | | | | 2,025 | | | | 2,060 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Income before income tax expense | | | 1,250 | | | | 948 | | | | 1,531 | | | | 813 | | | | 561 | | | | 1,110 | | | | 224 | | | | 1,250 | | | | 948 | | | | 1,531 | | Net income | | | 777 | | | | 573 | | | | 948 | | | | 647 | | | | 366 | | | Basic earnings per common share | | | 1.25 | | | | 1.07 | | | | 3.13 | | | | 3.23 | | | | 3.53 | | | Diluted earnings per common share | | | 1.25 | | | | 1.07 | | | | 3.13 | | | | 3.23 | | | | 3.52 | | | Net income (loss) | | | | 772 | | | | (239 | ) | | | 777 | | | | 573 | | | | 948 | | Basic earnings (loss) per common share | | | | 1.36 | | | | (0.40 | ) | | | 1.25 | | | | 1.07 | | | | 3.13 | | Diluted earnings (loss) per common share | | | | 1.36 | | | | (0.40 | ) | | | 1.25 | | | | 1.07 | | | | 3.13 | | Dividends declared per common share | | | 2.90 | | | | 2.90 | | | | 2.90 | | | | 2.80 | | | | 2.1675 | | | | 2.16 | | | | 2.16 | | | | 2.90 | | | | 2.90 | | | | 2.90 | | Weighted average basic common shares outstanding | | | 620,205 | | | | 532,780 | | | | 300,619 | | | | 198,813 | | | | 102,268 | | | | 568,435 | | | | 600,892 | | | | 620,205 | | | | 532,780 | | | | 300,619 | | Weighted average diluted common shares outstanding | | | 622,285 | | | | 534,121 | | | | 301,297 | | | | 199,057 | | | | 102,560 | | | | 569,739 | | | | 600,892 | | | | 622,285 | | | | 534,121 | | | | 301,297 | |
| (1) | See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 20122014 for a discussion of unusual items affecting the results for the years ended December 31, 2012, 20112014, 2013 and 2010.2012. |
| (2) | During 2014, we recognized a $60 million tax benefit associated with a worthless stock deduction for the tax basis in a wholly-owned foreign subsidiary and a $63 million pension settlement charge. For additional information, see Note 17—Quarterly Financial Data (Unaudited) to our consolidated financial statements included in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2014. |
| (3) | During 2013, we recorded a non-cash, non-tax-deductible goodwill impairment charge of $1.092 billion for goodwill attributed to our then hosting segment (now business) and a litigation settlement charge of $235 million. |
Selected financial information from theour consolidated balance sheets data is as follows: | | | | December 31, | | | As of December 31, | | | | | 2012 | | | 2011 | | | 2010 | | | 2009 | | | 2008 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | | | 2010 | | | | | (Dollars in millions) | | | (Dollars in millions) | | Net property, plant and equipment | | $ | 19,032 | | | | 19,444 | | | | 8,754 | | | | 9,097 | | | | 2,896 | | | $ | 18,433 | | | | 18,646 | | | | 18,909 | | | | 19,361 | | | | 8,754 | | Goodwill | | | 21,732 | | | | 21,732 | | | | 10,261 | | | | 10,252 | | | | 4,016 | | | | 20,755 | | | | 20,674 | | | | 21,627 | | | | 21,627 | | | | 10,261 | | Total assets | | | 54,020 | | | | 56,044 | | | | 22,038 | | | | 22,563 | | | | 8,254 | | | | 50,147 | | | | 51,787 | | | | 53,940 | | | | 55,964 | | | | 22,038 | | Total long-term debt(1)(2) | | | 20,605 | | | | 21,836 | | | | 7,328 | | | | 7,754 | | | | 3,315 | | | | 20,671 | | | | 20,966 | | | | 20,605 | | | | 21,836 | | | | 7,328 | | Total stockholders’ equity | | | 19,289 | | | | 20,827 | | | | 9,647 | | | | 9,467 | | | | 3,168 | | | | 15,023 | | | | 17,191 | | | | 19,289 | | | | 20,827 | | | | 9,647 | |
| (1) | We recorded a non-cash, non-tax-deductible goodwill impairment charge of $1.092 billion during 2013 for goodwill attributed to our then hosting segment. |
| (2) | Total long-term debt is the sum of current maturities of long-term debt and long-term debt on our consolidated balance sheets. For total contractual obligations, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Future Contractual Obligations” in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2012.2014. |
Selected financial information from theour consolidated statements of cash flows data is as follows: | | | | Years Ended December 31, | | | Years Ended December 31, | | | | | 2012 | | 2011 | | 2010 | | 2009 | | 2008 | | | 2014 | | 2013 | | 2012 | | 2011 | | 2010 | | | | | (Dollars in millions) | | | (Dollars in millions) | | Net cash provided by operating activities | | $ | 6,065 | | | | 4,201 | | | | 2,045 | | | | 1,574 | | | | 853 | | | $ | 5,188 | | | | 5,559 | | | | 6,065 | | | | 4,201 | | | | 2,045 | | Net cash used in investing activities | | | (2,690 | ) | | | (3,647 | ) | | | (859 | ) | | | (679 | ) | | | (389 | ) | | | (3,077 | ) | | | (3,148 | ) | | | (2,690 | ) | | | (3,647 | ) | | | (859 | ) | Net cash used in financing activities | | | (3,295 | ) | | | (577 | ) | | | (1,175 | ) | | | (976 | ) | | | (255 | ) | | | (2,151 | ) | | | (2,454 | ) | | | (3,295 | ) | | | (577 | ) | | | (1,175 | ) | Payments for property, plant and equipment and capitalized software | | | (2,919 | ) | | | (2,411 | ) | | | (864 | ) | | | (755 | ) | | | (287 | ) | | | (3,047 | ) | | | (3,048 | ) | | | (2,919 | ) | | | (2,411 | ) | | | (864 | ) |
The following table presents certain of our selected consolidated operating data as of the following dates:operational metrics: | | | | | | | | | | | | | | | | | | | | | | | | December 31, | | | | | 2012 | | | 2011(1) | | | 2010 | | | 2009(2) | | | 2008 | | | | | (in thousands) | | Broadband subscribers(3) | | | 5,848 | | | | 5,652 | | | | 2,349 | | | | 2,186 | | | | 626 | | Access lines | | | 13,748 | | | | 14,584 | | | | 6,489 | | | | 7,025 | | | | 2,025 | |
| | | | | | | | | | | | | | | | | | | | | | | | As of December 31, | | | | | 2014 | | | 2013 | | | 2012 | | | 2011 | | | 2010 | | | | | (in thousands except for data centers, which are actuals) | | Operational metrics: | | | | | | | | | | | | | | | | | | | | | Total broadband subscribers(1) | | | 6,082 | | | | 5,991 | | | | 5,851 | | | | 5,655 | | | | 2,349 | | Total access lines(1) | | | 12,394 | | | | 13,002 | | | | 13,751 | | | | 14,587 | | | | 6,489 | | Total data centers(2) | | | 58 | | | | 55 | | | | 54 | | | | 51 | | | | — | |
| (1) | In connection with our Qwest acquisition on April 1, 2011, we acquired approximately 9.0 million telephone access lines and approximately 3.0 million broadband subscribers. |
(2) | In connection with our Embarq acquisition on July 1, 2009, we acquired approximately 5.4 million telephone access lines and approximately 1.5 million broadband subscribers. |
(3) | Broadband subscribers are customers that purchase high-speed Internet connection service through their existing telephone lines, stand-alone telephone lines, or fiber-optic cables, and fiber-optic cables. Duringaccess lines are lines reaching from the second quarter of 2012, we updated ourcustomers’ premises to a connection with the public network. Our methodology for counting our broadband subscribers and access lines includes only those lines that we use to include residential, businessprovide services to external customers and wholesale subscribers instead of only residentialexcludes lines used solely by us and small businessour affiliates. It also excludes unbundled loops and includes stand-alone broadband subscribers. We have restated our previously reported amounts to reflect this change.count lines when we install the service. |
| (2) | We define a data center as any facility where we market, sell and deliver either colocation services, multi-tenant managed services, or both. Our data centers are located throughout North America, Europe and Asia. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Certain statements in this Appendix AB constitute forward-looking statements. See “Special Note Regarding Forward-Looking Statements”Statements and Related Matters” in Item 1 of our Annual Report on Form 10-K for the year ended December 31, 20122014 for factors relating to these statements and “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 20122014 for a discussion of certain risk factors applicable to our business, financial condition, and results of operations.operations, liquidity or prospects. OverviewOVERVIEW
We are an integrated communications company engaged primarily in providing an array of communications services to our residential, business, governmental and wholesale customers. Our communications services include local and long-distance, network access,broadband, private line (including special access), public access, broadband,Multi-Protocol Label Switching (“MPLS”), data integration, managed hosting (including cloud hosting), colocation, Ethernet, network access, video, wireless and videoother ancillary services. In certain local and regional markets, we also provide local access and fiber transport services to competitive local exchange carriers and security monitoring. 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. At December 31, 2012,2014, we operated approximately 13.712.4 million access lines in 37 states, served approximately 5.86.1 million broadband subscribers, and operated 5458 data centers throughout North America, Europe and Asia. During 2012, we updated our methodology for counting broadband subscribers to include residential, business and wholesale subscribers instead of only residential and small business subscribers. We have restated our previously reported amounts to reflect this change. For purposes of counting our access lines, we include only those access lines that we use to provide services to external customers and exclude lines used solely by us and our affiliates. Our counting methodology also excludes unbundled loops and includes stand-alone broadband subscribers. Our methodology for counting access lines, broadband subscribers and data centers, which is described further in the operational metrics table below under “Results of Operations”, may not be comparable to those of other companies. Our consolidated financial statements include the accounts of CenturyLink, Inc. (“CenturyLink”) and its majority-owned subsidiaries. These subsidiaries include SAVVIS, Inc. (“Savvis”) Effective November 1, 2014, we implemented a new organizational structure designed to strengthen our ability to attain our operational, strategic and financial goals. Prior to this reorganization, we operated and reported as four segments: consumer, business, wholesale and hosting. As a result of July 15, 2011 and Qwest Communications International Inc. (“Qwest”) as of April 1, 2011. See Note 2—Acquisitions to the consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2012. Due to the significant size of these acquisitions, direct comparisons of our results of operations for the years ended December 31, 2012, 2011 and 2010 to prior periods are less meaningful than usual. We discuss below, under “Results of Operations—Segment Results”, certain trends that we believe are significant, even if they are not necessarily material to the combined company. In the discussion that follows, we refer to the incremental business activities thatthis reorganization, we now operate as a result ofand report the Savvis acquisition and the Qwest acquisition as “Legacy Savvis” and “Legacy Qwest”, respectively. References to “Legacy CenturyLink”, when used in reference to a comparison of our consolidated results for the years ended December 31, 2012 and 2011, mean the business we operated prior to the Qwest and Savvis acquisitions. Due to the magnitude of our recent acquisitions in relation to Legacy CenturyLink operations, in the combined company variance discussions below we have separately reflected the impacts of both the Legacy Qwest and Legacy Savvis operations for enhanced visibility, although we actively manage the combined company through our fourfollowing two segments as discussed further below.
We have incurred operating expenses related to our acquisitions of Savvis in July 2011, Qwest in April 2011 and Embarq in July 2009. These expenses are reflected in cost of services and products and selling, general and administrative expenses in our consolidated statements of operations as summarized below.
| | | | | | | | | | | | | | | | Years Ended December 31, | | | | | 2012 | | | 2011 | | | 2010 | | | | | (Dollars in millions) | | Cost of services and products: | | | | | | | | | | | | | Integration and other expenses associated with acquisitions | | $ | 22 | | | | 43 | | | | 37 | | Severance expenses, accelerated recognition of share-based awards and retention compensation associated with acquisitions | | | — | | | | 24 | | | | 12 | | | | | | | | | | | | | | | Total | | $ | 22 | | | | 67 | | | | 49 | | | | | | | | | | | | | | | Selling, general and administrative: | | | | | | | | | | | | | Expenses incurred to effect acquisitions | | $ | — | | | | 79 | | | | 13 | | Integration and other expenses associated with acquisitions | | | 25 | | | | 172 | | | | 64 | | Severance expenses, accelerated recognition of share-based awards and retention compensation associated with acquisitions | | | 36 | | | | 149 | | | | 19 | | | | | | | | | | | | | | | Total | | $ | 61 | | | | 400 | | | | 96 | | | | | | | | | | | | | | |
This table does not include costs incurred by Qwest or Savvis prior to being acquired by us. Based on current plans and information, we estimate, in relation to our Qwest acquisition, total integration, severance and retention expenses to be between $600 million to $700 million (which includes approximately $464 million of cumulative expenses incurred through December 31, 2012) and our capital expenditures associated with integration activities will approximate $200 million (which includes approximately $63 million of cumulative capital expenditures incurred through December 31, 2012). We anticipate that the amount of our integration costs in future years will vary substantially based on integration activities conducted during those periods and could in certain cases be significantly higher than those incurred by us during the year ended December 31, 2012.
For several years prior to 2011, we reported our operations as a single segment. However, in 2011, in connection with our acquisitions of Qwest on April 1, 2011 and Savvis on July 15, 2011, we reorganized our business into the following operating segments:financial statements:
| | • | | Regional markets.Business.Consisted primarily Consists generally of providing productsstrategic, legacy and services to residential consumers, small to medium-sized businesses and regional enterprise customers;
|
| • | | Business markets.Consisted primarily of providingdata integration products and services to enterprise, wholesale and government customers;
|
| • | | Wholesale markets.Consisted primarily of providing products and services togovernmental customers, including other communications providers; and
|
| • | | Savvis operations.Consisted primarily of providing hosting and network services primarily to business customers provided by Legacy Savvis.
|
In the second quarter of 2012, in order to more effectively deploy the strategic assets acquired from Qwest and Savvis and to better serve our business and government customers, we restructured our business into the following operating segments:
| • | | Regional markets.Consists primarily of providing strategic and legacy products and services to residential consumers, state and local governments, small to medium-sized businesses and enterprise customers that in each case are located mainly within one of our six regions.communication providers. Our strategic products and services offered to these customers include our private line (including special access), broadband, Ethernet, MPLS, Voice over Internet Protocol (“VoIP”), network management services, colocation, managed hosting video services, and wirelesscloud hosting services. Our legacy services offered to these customers consist primarily include switched access, long-distance, and local services, including the sale of local and long-distance service;
|
| • | | Wholesale markets.Consists primarily of providing strategic and legacy products and services to other domestic and international communications providers. Our strategic products and services offered to these customers are mainly private line (including special access) and MPLS. Our legacy services offered to these customers include UNEsunbundled network elements (“UNEs”) which allow our wholesale customers theto use of our network or a combination of our network and their own networks to provide voice and data services to their customers, long-distancecustomers; and switched access services;
|
| | • | | Enterprise markets—network.Consumer.Consists primarilygenerally of providing strategic and legacy network communications products and services to national and international enterprise and governmentresidential customers. Our strategic products and services offered to these customers include our private line, broadband, MPLSwireless and hostingvideo services, including our Prism TV services. Our legacy services offered to these customers consist primarily ofinclude local and long-distance services; andservices.
|
| • | | Enterprise markets—data hosting.Consists primarily of providing colocation, managed hosting and cloud hosting services to national and international enterprise and government customers.
|
Due to system limitations, we have determined that it is impracticable to report 2010 segment information using our segment structure described above. As such, only 2011 financial data has been revised under our segment structure described above.
We now report financial information separately for each of these segments; however, our segment information does not include capital expenditures, total assets, or certain revenues and expenses that we manage on a centralized basis and are only reviewed by our chief operating decision maker (“CODM”) on a consolidated basis. Our segment results are not necessarily indicative of the results of operations that our segments would have achieved had they operated as stand-alone entities during the periods presented. For additional information about our segments, see Note 13—Segment Information to the consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2012 and “Results of Operations—Segment Results” below.
On January 3, 2013, we announced a reorganization of our operating segments. Consequently, beginning with the first quarter of 2013, we will report the following four segments in our consolidated financial statements: consumer, business, wholesale and data hosting. The primary purpose of the reorganization is to strengthen our focus on the enterprise business market while continuing our commitment to our hosting and consumer customers. The reorganization combines business sales and operations functions that resided in the enterprise markets—network segment and the regional markets segment into the new business segment. The remaining customers serviced by the regional markets segment will become the new consumer segment. Our wholesale markets and enterprises markets—data hosting segments will not be impacted by the organizational realignment.
RESULTS OF OPERATIONS The following table summarizes the results of our consolidated operations for the years ended December 31, 2012, 20112014, 2013 and 2010. Our operating results include operations of Savvis for periods after July 15, 2011 and Qwest for periods after April 1, 2011.2012: | | | | Years Ended December 31, | | | Years Ended December 31, | | | | | 2012 | | 2011 | | 2010 | | | 2014(1) | | | 2013(2) | | | 2012 | | | | | (Dollars in millions except per share amounts) | | | (Dollars in millions except per share amounts) | | Operating revenues | | $ | 18,376 | | | | 15,351 | | | | 7,042 | | | $ | 18,031 | | | | 18,095 | | | | 18,376 | | Operating expenses | | | 15,663 | | | | 13,326 | | | | 4,982 | | | | 15,621 | | | | 16,642 | | | | 15,663 | | | | | | | | | | | | | | | | | | | | | Operating income | | | 2,713 | | | | 2,025 | | | | 2,060 | | | | 2,410 | | | | 1,453 | | | | 2,713 | | Other income (expense) | | | (1,463 | ) | | | (1,077 | ) | | | (529 | ) | | Other expense, net | | | | 1,300 | | | | 1,229 | | | | 1,463 | | Income tax expense | | | 473 | | | | 375 | | | | 583 | | | | 338 | | | | 463 | | | | 473 | | | | | | | | | | | | | | | | | | | | | Net income | | $ | 777 | | | | 573 | | | | 948 | | | Net income (loss) | | | $ | 772 | | | | (239 | ) | | | 777 | | | | | | | | | | | | | | | | | | | | | Basic earnings per common share | | $ | 1.25 | | | | 1.07 | | | | 3.13 | | | Diluted earnings per common share | | $ | 1.25 | | | | 1.07 | | | | 3.13 | | | | | | | | | | | | | | Basic earnings (loss) per common share | | | $ | 1.36 | | | | (0.40 | ) | | | 1.25 | | Diluted earnings (loss) per common share | | | $ | 1.36 | | | | (0.40 | ) | | | 1.25 | |
Due to our acquisitions of Qwest on April 1, 2011 and Savvis on July 15, 2011, our 2012 operating results reflect a full year of Qwest’s and Savvis’ results, as compared to our 2011 operating results, which reflect only nine months of Qwest’s operating results and five and a half months of Savvis’ operating results.
The increase in net income in 2012 was primarily due to the 2012 period containing a full year of Qwest’s operating results compared to the 2011 period only containing nine months and a significant decrease from 2011 in the amount of acquisition, severance and integration expenses resulting from our recent acquisitions, as presented in the table under the “Overview” section above. The lower levels of net income in 2011 as compared to 2010 were primarily due to increased acquisition, severance and integration expenses attributable to the April 1, 2011 acquisition of Qwest. The post-acquisition operations of Legacy Savvis and Legacy Qwest, which included substantial severance and integration expenses and significant acquisition accounting adjustments to depreciation and amortization expense based on valuation estimates, did not contribute significantly to our consolidated net income in 2011. See Note 2—Acquisitions and Note 3—Goodwill, Customer Relationships and Other Intangible Assets to the consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2012. Within our Legacy CenturyLink business, growth in strategic services revenues (which we describe further below) did not fully offset lower revenues from other services and products, further contributing to decreases in consolidated net income.
Diluted earnings per common share in 2012 was higher than 2011 as a result of increased net income for 2012. Diluted earnings per common share in 2011 was substantially lower than the amounts for the corresponding period of 2010 due to decreases in net income, as well as increases in the weighted average number of outstanding common shares. The increase in the weighted average number of outstanding common shares during 2012 and 2011 was primarily attributable to the issuance of approximately 294 million shares in connection with the Qwest acquisition on April 1, 2011 and the issuance of approximately 14.3 million shares in connection with the Savvis acquisition on July 15, 2011.
| (1) | During 2014, we recognized a $60 million tax benefit associated with a worthless stock deduction for the tax basis in a wholly-owned foreign subsidiary and a $63 million pension settlement charge. For additional information, see Note 17—Quarterly Financial Data (Unaudited) to our consolidated financial statements included in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2014. |
| (2) | During 2013, we recorded a non-cash, non-tax-deductible goodwill impairment charge of $1.092 billion for goodwill attributed to our then hosting (now business) segment and a litigation settlement charge of $235 million. |
The following table summarizes our broadband subscribers, access lines, data centers and number of employees: | | | | | | | | | | | | | | | | As of December 31, | | | | | 2012 | | | 2011 | | | 2010 | | | | | (in thousands) | | Operational metrics: | | | | | | | | | | | | | Broadband subscribers | | | 5,848 | | | | 5,652 | | | | 2,349 | | Access lines | | | 13,748 | | | | 14,584 | | | | 6,489 | | Employees | | | 47.0 | | | | 49.2 | | | | 20.3 | |
| | | | | | | | | | | | | | | | As of December 31, | | | | | 2014 | | | 2013 | | | 2012 | | | | | (in thousands except for data
centers, which are actuals) | | Operational metrics: | | | | | | | | | | | | | Total broadband subscribers(1) | | | 6,082 | | | | 5,991 | | | | 5,851 | | Total access lines(1) | | | 12,394 | | | | 13,002 | | | | 13,751 | | Total data centers(2) | | | 58 | | | | 55 | | | | 54 | | Total employees | | | 45 | | | | 47 | | | | 47 | |
During the second quarter of 2012, we updated our methodology for counting broadband subscribers to include residential, business and wholesale subscribers instead of only residential and small business subscribers. We have restated our previously reported amounts to reflect this change.
| (1) | Broadband subscribers are customers that purchase high-speed Internet connection service through their existing telephone lines, stand-alone telephone lines, or fiber-optic cables, and access lines are lines reaching from the customers’ premises to a connection with the public network. Our methodology for counting our broadband subscribers and access lines includes only those lines that we use to provide services to external customers and excludes lines used solely by us and our affiliates. It also excludes unbundled loops and includes stand-alone broadband subscribers. We count lines when we install the service. |
| (2) | We define a data center as any facility where we market, sell and deliver either colocation services, multi-tenant managed services, or both. Our data centers are located throughout North America, Europe and Asia. |
During the last several years,decade, we have experienced revenue declines primarily due to declines in access lines, intrastateswitched access rates and minutes of use. Prior to our acquisition, Qwest had experienced similar declines in its revenues. To mitigate these declines, we remain focused on efforts to, among other things: promote long-term relationships with our customers through bundling of integrated services; provide newa wide array of diverse services, such as video, cloud hosting, managed hosting, colocation and otherincluding additional services that may become available in the future due to, among other things, advances in technology or improvements in our infrastructure; provide our broadband and premium services to a higher percentage of our customers; pursue acquisitions of additional assets if available at attractive prices; increase prices on our products and services if and when practicable; increase usage of our networks; and market our products and services to new customers. Operating Revenues We currently categorize our products, services and revenues among the following four categories: | | • | | Strategic services, which include primarily broadband, private line (including special access which we market to wholesale and business customers who require dedicated equipment to transmit large amounts of data between sites)access), MPLS (which is a data networking technology that can deliver the quality of service required to support real-time voice and video), hosting (including cloud hosting and managed hosting), colocation, Ethernet, video (including resold satellite and our facilities-based video services)services, which we now offer in fourteen markets, and our commissions on satellite service), VoIP and Verizon Wireless services; |
| | • | | Legacy services, which include primarily local, long-distance, switched access, public access, ISDNIntegrated Services Digital Network (“ISDN”) (which uses regular telephone lines to support voice, video and data applications), and WANtraditional wide area network (“WAN”) services (which allowsallow a local communications network to link to networks in remote locations); |
| | • | | Data integration, which includes the sale of telecommunications equipment to customers for uselocated on theircustomers’ premises and related professional services, such as network management, installation and maintenance of data equipment and building of proprietary fiber-optic broadband networks for our government and business customers; and |
| | • | | Other revenues, which consists primarily of Universal Service Fund (“USF”) support and USF revenuesurcharges. We receive both federal and surcharges.state USF support, which are government subsidies designed to reimburse us for the portion of the cost of providing certain telecommunications services, such as in high-cost rural areas, that we are not able to recover from our customers. USF surcharges are the amounts we collect based on specific items we list on our customers invoices to fund the FCC’s universal service programs. Unlike the first three revenue categories, other revenues are not included in our segment revenues. |
The following table summarizestables summarize our operating revenues recorded under our currentfour revenue categorization which is presented in a manner that we believe will be useful for understanding the relevant trends affecting our business:categories: | | | | Years Ended
December 31, | | | Increase (Decrease) | | | Years Ended
December 31, | | | Increase /
(Decrease) | | | %
Change | | | | | 2012 | | | 2011 | | | CenturyLink | | Qwest | | | Savvis | | | Total | | | 2014 | | | 2013 | | | | | | | (Dollars in millions) | | | (Dollars in millions) | | Strategic services | | $ | 8,361 | | | | 6,262 | | | | 307 | | | | 1,207 | | | | 585 | | | | 2,099 | | | $ | 9,200 | | | | 8,823 | | | | 377 | | | | 4 % | | Legacy services | | | 8,287 | | | | 7,672 | | | | (633 | ) | | | 1,248 | | | | — | | | | 615 | | | | 7,138 | | | | 7,616 | | | | (478 | ) | | | (6)% | | Data integration | | | 672 | | | | 537 | | | | 19 | | | | 116 | | | | — | | | | 135 | | | | 690 | | | | 656 | | | | 34 | | | | 5 % | | Other | | | 1,056 | | | | 880 | | | | 44 | | | | 132 | | | | — | | | | 176 | | | | 1,003 | | | | 1,000 | | | | 3 | | | | — % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total operating revenues | | $ | 18,376 | | | | 15,351 | | | | (263 | ) | | | 2,703 | | | | 585 | | | | 3,025 | | | $ | 18,031 | | | | 18,095 | | | | (64 | ) | | | — % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | Years Ended
December 31, | | | Increase /
(Decrease) | | | %
Change | | | | | 2013 | | | 2012 | | | | | | | (Dollars in millions) | | Strategic services | | $ | 8,823 | | | | 8,427 | | | | 396 | | | | 5 % | | Legacy services | | | 7,616 | | | | 8,221 | | | | (605 | ) | | | (7)% | | Data integration | | | 656 | | | | 672 | | | | (16 | ) | | | (2)% | | Other | | | 1,000 | | | | 1,056 | | | | (56 | ) | | | (5)% | | | | | | | | | | | | | | | | | | | Total operating revenues | | $ | 18,095 | | | | 18,376 | | | | (281 | ) | | | (2)% | | | | | | | | | | | | | | | | | | |
During 2012,Our total operating revenues attributable to certain products and services were reclassified from legacy services to strategic services. Due to system limitations, we have determined that is impracticable to restate 2010’s operating revenues to conform to our current revenue categorization. For comparability purposes, we have included our operating revenuesdecreased by $64 million, or less than 1%, for the yearsyear ended December 31, 2011 and 2010 under our prior revenue categorization:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Years Ended
December 31, | | | Increase (Decrease) | | | | | 2011 | | | 2010 | | | CenturyLink | | | Qwest | | | Savvis | | | Total | | | | | (Dollars in millions) | | Strategic services | | $ | 6,254 | | | | 2,049 | | | | 150 | | | | 3,572 | | | | 483 | | | | 4,205 | | Legacy services | | | 7,680 | | | | 4,288 | | | | (483 | ) | | | 3,875 | | | | — | | | | 3,392 | | Data integration | | | 537 | | | | 158 | | | | (23 | ) | | | 402 | | | | — | | | | 379 | | Other | | | 880 | | | | 547 | | | | (24 | ) | | | 357 | | | | — | | | | 333 | | | | | | | | | | | | | | | | | | | | | | | | | | | Total operating revenues | | $ | 15,351 | | | | 7,042 | | | | (380 | ) | | | 8,206 | | | | 483 | | | | 8,309 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Our operating revenues increased substantially in both 2012 and 2011 as compared to 2011 and 2010, respectively, due to our acquisitions of Qwest on April 1, 2011 and Savvis on July 15, 2011. Total operating revenues increased $3.025 billion in 2012 as compared to 2011 and increased $8.309 billion in 2011 as compared to 2010. As reflected in the chart above, our acquisitions of Qwest and Savvis contributed incremental operating revenues (net of intercompany eliminations) of $2.7 billion and $585 million, respectively, to our 2012 revenues. Legacy CenturyLink operating revenues decreased $263 million, or 1.7%, in 2012 and $380 million, or 5.4%, in 20112014 as compared to the prior year period. These decreases wereended December 31, 2013 and operating revenues decreased by $281 million, or 2%, for the year ended December 31, 2013 as compared to the year ended December 31, 2012. The decline in revenues for both periods was primarily attributabledue to declines inlower legacy services revenues, which reflecteddecreased by $478 million, or 6%, and $605 million, or 7%, for the respective periods. The decline in revenues reflects the continuing loss of access lines in our markets. At December 31, 2012, we had 13.748 million access lines, of which 8.055 million were in Legacy Qwest’s markets. Access lines in our Legacy CenturyLink markets declined to 5.693 million at December 31, 2012 from 6.051 million at December 31, 2011, a decrease of 5.93% during 2012, and were 6.489 million at December 31, 2010, a decrease of 6.75% during 2011. We believe the decline in the numberloss of access lines wasrevenue primarily due to the displacement of traditional wireline telephone services by other competitive products and services, including internet and wireless communication services. At December 31, 2014, we had approximately 12.4 million access lines, or approximately 4.7% less than the number of access lines we operated at December 31, 2013. At December 31, 2013, we had approximately 13.0 million access lines, or approximately 5.4% less than the number of access lines we operated at December 31, 2012. We estimate that the rate of our access lines losslosses will be between 5.4%4.4% and 5.9%5.0% over the full year of 2015. The growth in 2013. Our legacyour strategic services revenues for both periods was primarily due to increases in broadband, Ethernet, MPLS, facilities-based video and hosting services, which were also negatively impactedsubstantially offset by a decline in private line (including special access) services. Data integration revenues, which are typically more volatile than our other sources of revenues, increased by $34 million, or 5%, for the year ended December 31, 2014 as compared to the year ended December 31, 2013 primarily due to several large sales of customer premise equipment to governmental and business customers and related professional services in 2014. Data integration decreased by $16 million, or 2%, for the year ended December 31, 2013 as compared to the year ended December 31, 2012 by the continued reductionprimarily due to declines in access revenuesgovernmental sales and continued migration of customers to bundled service offerings at lower effective rates. The decreases in our legacyprofessional services, revenueswhich were partially offset by an increase in maintenance services. Other operating revenues increased for the year ended December 31, 2014 as compared to the year ended December 31, 2013 primarily due to higher USF surcharge revenues from strategic services revenues. Ethernet, MPLS, Internet Protocol Television (“IPTV”)related to increased universal service fund contribution factors. Other revenues decreased by $56 million, or 5%, VoIP and broadband services accounted for a majority of the growth in strategic services revenues.year ended December 31, 2013 as compared to the year ended December 31, 2012 primarily due to USF surcharge rate reductions.
We are aggressively marketing our strategic services (including our data hosting services) and data integration to offset the continuing declines in our legacy services revenues. We believe Due to potential differences in the accounting treatment, our recent acquisitionsfuture federal USF support revenues could be materially impacted whether we elect to receive or reject any specific opportunities to construct additional broadband service plant in unserved portions of Savvisour service areas under Phase 2 of the Federal Communications Commission’s (“FCC”) Connect America Fund (“CAF”) program. For additional information about the potential revenue impact of the CAF Phase 2 program, see the discussion below in “Liquidity and Qwest will strengthen our ability to achieve this goal.Capital Resources—Connect America Fund.” Further analysis of our operating revenues by segment is provided below in “Segment Results.” Operating Expenses Our current definitions of operating expenses are as follows: | | • | | Cost of services and products (exclusive of depreciation and amortization)are expenses incurred in providing products and services to our customers. These expenses include: employee-related expenses |
| directly attributable to operating and maintaining our network (such as salaries, wages, benefits and professional fees); facilities expenses (which include third-party telecommunications expenses we incur for using other carriers’ networks to provide services to our customers); rents and utilities expenses; equipment sales expenses (such as data integration and modem expenses); costs forpayments to universal service funds (“USF”) (which are federal and state funds that are established to promote the availability |
| of telecommunications services to all consumers at reasonable and affordable rates, among other things, and to which we are often required to contribute); litigation expenses associated with our operations; and other expenses directly related to our networkoperations; and hosting operations. |
| | • | | Selling, general and administrative expenses are corporate overhead and other operating expenses. These expenses include: employee-related expenses (such as salaries, wages, internal commissions, benefits and professional fees) directly attributable to selling products or services and employee-related expenses for administrative functions; marketing and advertising; taxes (such as property and other taxes)operating taxes and fees; external commissions; litigation expenses associated with general matters; bad debt expense; and other selling, general and administrative expenses. |
These expense classifications may not be comparable to those of other companies. During 2012 and 2011, our operating expenses increased substantially in comparison to 2011 and 2010 primarily due to our acquisitions of Qwest and Savvis.
The following tables summarize our operating expenses: | | | | Years Ended
December 31, | | | Increase (Decrease) | | | Years Ended
December 31, | | | Increase /
(Decrease) | | | %
Change | | | | | 2012 | | | 2011 | | | CenturyLink | | Qwest | | | Savvis | | | Total | | | 2014 | | | 2013 | | | | | | | (Dollars in millions) | | | (Dollars in millions) | | Cost of services and products (exclusive of depreciation and amortization) | | $ | 7,639 | | | | 6,325 | | | | (73 | ) | | | 1,082 | | | | 305 | | | | 1,314 | | | $ | 7,846 | | | | 7,507 | | | | 339 | | | | 5 % | | Selling, general and administrative | | | 3,244 | | | | 2,975 | | | | (367 | ) | | | 483 | | | | 153 | | | | 269 | | | | 3,347 | | | | 3,502 | | | | (155 | ) | | | (4)% | | Depreciation and amortization | | | 4,780 | | | | 4,026 | | | | (149 | ) | | | 741 | | | | 162 | | | | 754 | | | | 4,428 | | | | 4,541 | | | | (113 | ) | | | (2)% | | Impairment of goodwill | | | | — | | | | 1,092 | | | | (1,092 | ) | | | nm | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total operating expenses | | $ | 15,663 | | | | 13,326 | | | | (589 | ) | | | 2,306 | | | | 620 | | | | 2,337 | | | $ | 15,621 | | | | 16,642 | | | | (1,021 | ) | | | (6)% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Years Ended
December 31, | | | Increase (Decrease) | | | Years Ended
December 31, | | | Increase /
(Decrease) | | | %
Change | | | | | 2011 | | | 2010 | | | CenturyLink | | Qwest | | | Savvis | | | Total | | | 2013 | | | 2012 | | | | | | | (Dollars in millions) | | | (Dollars in millions) | | Cost of services and products (exclusive of depreciation and amortization) | | $ | 6,325 | | | | 2,544 | | | | (4 | ) | | | 3,523 | | | | 262 | | | | 3,781 | | | $ | 7,507 | | | | 7,639 | | | | (132 | ) | | | (2)% | | Selling, general and administrative | | | 2,975 | | | | 1,004 | | | | 60 | | | | 1,791 | | | | 120 | | | | 1,971 | | | | 3,502 | | | | 3,244 | | | | 258 | | | | 8 % | | Depreciation and amortization | | | 4,026 | | | | 1,434 | | | | 72 | | | | 2,394 | | | | 126 | | | | 2,592 | | | | 4,541 | | | | 4,780 | | | | (239 | ) | | | (5)% | | Impairment of goodwill | | | | 1,092 | | | | — | | | | 1,092 | | | | nm | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total operating expenses | | $ | 13,326 | | | | 4,982 | | | | 128 | | | | 7,708 | | | | 508 | | | | 8,344 | | | $ | 16,642 | | | | 15,663 | | | | 979 | | | | 6 % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The acquisitions
nm—Attributing changes in impairment of Qwest and Savvis largely contributedgoodwill to the increase2013 goodwill impairment charge are considered not meaningful. The decrease in total operating expenses of $2.337$1.021 billion for fiscal 2014 over fiscal 2013 was substantially impacted by a goodwill impairment charge of $1.092 billion and a charge of $235 million in 2012.connection with a litigation settlement recorded in 2013. Excluding the effects of Legacy Qwestthis goodwill impairment charge and Legacy Savvis expenses,litigation charge, total operating expenses in 2012 decreased $589for the year ended December 31, 2014 increased by $306 million, or 4.4%2%, dueas compared to the year ended December 31, 2013. The increase was primarily attributable to decreasesincreases in employee-related expenses, severancecosts, customer premise equipment installation and integration expenses relating to our recent acquisitionsmaintenance costs, facility costs, network expense and depreciationreal estate and power costs. These increases were partially offset by lower amortization expense. The increaseIn the fourth quarter of 2014, we recorded $63 million of expense associated with lump sum payments to former vested employees in total operating expensessettlement of $8.344 billion in 2011 was largely attributablefuture pension benefits. For additional information on the pension plan settlement accounting, see Note 7—Employee Benefits to the inclusion of $7.7 billion in post-acquisition Legacy Qwest operating expenses (net of intercompany eliminations) in our consolidated operating expenses. In addition, the acquisition of Savvis on July 15, 2011 increased our consolidated operating expenses for 2011 by $508 million. As discussed in the “Overview” section, our operating expenses for 2012, 2011, and 2010 included substantial severance and integration costs related to the Qwest, Savvis and Embarq acquisitions as well as significant acquisition accounting adjustments to depreciation and amortization expense. See Note 2—Acquisitions and Note 3—Goodwill, Customer Relationships and Other Intangible Assets to the consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2012.2014. The increase in total operating expenses of $979 million for fiscal 2013 over fiscal 2012 was substantially impacted by a goodwill impairment charge of $1.092 billion and a charge of $235 million in connection with a litigation settlement recorded in 2013. Excluding the effects of Legacy Qwestthe goodwill impairment charge and Legacy Savvis expenses,litigation charge, total operating expenses in 2011 increased $128 million, or 2.6%, due primarily to integration costs associated with the Qwest acquisition and increased costs of providing our facilities-based video services to more customers. Forfor the year ended December 31, 2012, Legacy CenturyLink cost2013 decreased by $348 million, or 2%, as compared to the year ended December 31, 2012. The decrease was primarily attributable to lower depreciation and amortization expense and lower employee-related costs, bad debt expense and customer premise equipment installation and maintenance costs, which were partially offset by increases in facility costs, network expense and real estate and power costs.
Cost of Services and Products (exclusive of depreciation and amortization) Cost of services and products (exclusive of depreciation and amortization) were slightly lowerincreased by $339 million, or 5%, for the year ended December 31, 2014 as compared to 2011. During the year we experiencedended December 31, 2013 primarily due to increases in employee-related costs (which was significantly impacted by the above noted lump sum pension payments), customer premise equipment installation expenses related to the increase in data integration revenues, facility and network costs, real estate and power costs and Prism TV programming expenses. Cost of services and products (exclusive of depreciation and amortization) decreased by $132 million, or 2%, for the year ended December 31, 2013 as compared to the year ended December 31, 2012 primarily due to decreases in severance, salariesprofessional fees, customer premise equipment installation and wagesmaintenance costs and related benefits, whichemployee-related costs. These decreases were partially offset by increases in customer premise equipment and maintenancefacility costs, network expense,expenses and contractorreal estate and power costs. Cost of services Selling, General and products for Legacy CenturyLink operations was relatively unchanged in 2011. For 2011, $55 million of higher costs of services and products associated with providing our facilities-based video service were substantially offset by a $28 million decrease in salaries and benefits and a $20 million decrease in facilities costs associated with the migration of legacy Embarq long-distance traffic to our internal networks.Administrative Legacy CenturyLink selling,Selling, general and administrative expenses decreased $367by $155 million, or 2.8%4%, for 2012the year ended December 31, 2014 as compared to 2011, while selling,the year ended December 31, 2013 primarily due to the above-mentioned $235 million decrease in legal reserves from the prior year’s litigation settlement. The decrease was partially offset by increases in employee-related costs (including severance costs), insurance expense and impairment charges related to office buildings sold and currently being held for sale. Selling, general and administrative expenses increased $60by $258 million, or 6.0%8%, for 2011the year ended December 31, 2013 as compared to 2010. The decrease inthe year ended December 31, 2012 primarily was due to a decreasecharge of $235 million in severanceconnection with the above-mentioned litigation settlement. The increase was also attributed to increases in employee-related costs, professional fees and integration expenses relating to our recent acquisitions, as well asexternal commissions, which were partially offset by a decrease in salaries, wages, and employee benefits due to a reduction in headcount.bad debt expense. For all periods presented, our expenses include significantthe transaction, severance and integration expenses related to our acquisitions since 2009, including the Qwest Communications International Inc. (“Qwest”), Savvis, Inc. (“Savvis”) and Embarq Corporation (“Embarq”) acquisitions.
Non-recurring Operating Expenses Related to Acquisitions We have incurred certain non-recurring operating expenses related to our acquisitions (see tablesince 2009, including our acquisitions of Embarq in “Overview” above). ChangesJuly 2009, Qwest in the timing and amount of QwestApril 2011 and Savvis integrationin July 2011. These expenses resultedare reflected in a net increase in Legacy CenturyLink’s 2011cost of services and products and selling, general and administrative expenses in our consolidated statements of operations, as summarized below. | | | | | | | | | | | | | | | | Years Ended
December 31, | | | | | 2014 | | | 2013 | | | 2012 | | | | | (Dollars in millions) | | Cost of services and products: | | | | | | | | | | | | | Integration and other expenses associated with acquisitions | | $ | 15 | | | | 15 | | | | 22 | | | | | | | | | | | | | | | Total | | $ | 15 | | | | 15 | | | | 22 | | | | | | | | | | | | | | | Selling, general and administrative: | | | | | | | | | | | | | Integration and other expenses associated with acquisitions | | $ | 36 | | | | 28 | | | | 25 | | Severance expenses, accelerated recognition of share-based awards and retention compensation associated with acquisitions | | | — | | | | 10 | | | | 36 | | | | | | | | | | | | | | | Total | | $ | 36 | | | | 38 | | | | 61 | | | | | | | | | | | | | | |
Based on current plans and information, we estimate, in relation to our Qwest acquisition, total integration, severance and retention expenses to be between $600 million to $625 million (which includes approximately $562 million of cumulative expenses incurred through December 31, 2014) and our capital expenditures associated with integration activities will approximate $150 million (which includes approximately $128 million of cumulative capital expenditures incurred through December 31, 2014). We anticipate that the amount of our integration costs in future years will vary substantially based on integration activities conducted during those periods and could in certain cases be higher than those incurred by us during the year ended December 31, 2014. Depreciation and Amortization The following tables provide detail of our depreciation and amortization expense: | | | | | | | | | | | | | | | | | | | | Years Ended
December 31, | | | Increase /
(Decrease) | | | %
Change | | | | | 2014 | | | 2013 | | | | | | | (Dollars in millions) | | Depreciation | | $ | 2,958 | | | | 2,952 | | | | 6 | | | | — | % | Amortization | | | 1,470 | | | | 1,589 | | | | (119 | ) | | | (7) | % | | | | | | | | | | | | | | | | | | Total depreciation and amortization | | $ | 4,428 | | | | 4,541 | | | | (113 | ) | | | (2) | % | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | Years Ended
December 31, | | | Increase /
(Decrease) | | | %
Change | | | | | 2013 | | | 2012 | | | | | | | (Dollars in millions) | | Depreciation | | $ | 2,952 | | | | 3,070 | | | | (118 | ) | | | (4 | )% | Amortization | | | 1,589 | | | | 1,710 | | | | (121 | ) | | | (7 | )% | | | | | | | | | | | | | | | | | | Total depreciation and amortization | | $ | 4,541 | | | | 4,780 | | | | (239 | ) | | | (5 | )% | | | | | | | | | | | | | | | | | |
Annual depreciation expense is impacted by several factors, including changes in our depreciable cost basis, changes in our estimates of the remaining economic life of certain assets and the addition of new plant. Depreciation expense increased by $6 million, or less than 1%, for the year ended December 31, 2014 as compared to 2010. This increasethe year ended December 31, 2013. The 2014 depreciation expense was higher than the respective prior period depreciation expense due to new plant additions in 2014 and changes in the estimated lives of certain property, plant and equipment, which was partially offset by our plant aging and becoming fully depreciated or retired. During January 2014, we implemented changes in estimates that reduced the remaining economic lives of certain switch and circuit network equipment, which resulted in increased 2014 annual depreciation expense. Additionally, we recently developed a decreaseplan to migrate customers from one of $33 millionour networks to another between the fourth quarter of 2014 and the fourth quarter of 2015. As a result, we implemented changes in 2011 in operating taxes, which were primarily due to favorable property tax and transaction tax settlements. In addition, in 2011 we had a decreaseestimates that reduced the remaining economic lives of $20 million in compensation expenses, which were primarily due to workforce reductions and lower pension expense. Effective January 1, 2012, we changed our rates of capitalized labor as we transitioned certain of Qwest’s legacy systems to our historical company systems. This transitionnetwork assets. These changes resulted in an estimated $40 million to $55 million increase in depreciation expense of approximately $90 million for the amountyear ended December 31, 2014 and is expected to result in an increase of labor capitalizedapproximately $48 million for 2015 relative to these certain assets. Depreciation expense decreased $118 million, or 4%, for the year ended December 31, 2013 as an asset compared to the amount that would have been capitalized if Qwest had continued to use its legacy systems and a corresponding estimated $40 million to $55 million decrease in operating expenses for the year ended December 31, 2012. The reduction2013 depreciation expense was lower than the respective prior period depreciation expense due to our plant aging and becoming fully depreciated or retired, which was partially offset by new plant additions in expenses described above, net2013. For more information about the changes in our estimates of tax, increased net income approximately $25 millionthe remaining economic lives of these assets, see Note 1—Basis of Presentation to $34 million, or $0.04 to $0.05 per basic and diluted common share,our consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2012.2014.
ExcludingAmortization expense decreased by $119 million, or 7%, for the effectsyear ended December 31, 2014 as compared to the year ended December 31, 2013. The decrease was due to the use of accelerated amortization methods for a portion of the customer relationship assets acquired in connection with the acquisitions of Embarq in 2009 and Qwest and Savvis, depreciation andin 2011. These annual declines are expected to continue. Additionally, amortization expense for Legacy CenturyLink decreased $149 million, or 3.7%,declined due to annual updates of our depreciation rates for capitalized assets and an out-of-period accounting adjustment,software becoming fully amortized faster than new software is acquired, which was partially offset by net growthincreased amortization resulting from changes in capital assets. Depreciationthe estimate of the remaining economic lives of the Savvis trade name and amortization for Legacy CenturyLink increased $72certain cloud software. Amortization expense decreased by $121 million, or 5.0%7%, in 2011 primarilyfor the year ended December 31, 2013 as compared to the year ended December 31, 2012. The decrease was due to higher levelsthe above-mentioned use of property, plantaccelerated amortization methods for a portion of the customer relationship assets acquired in connection with the Embarq and equipmentQwest acquisitions. Additionally amortization expense declined due to software becoming fully amortized faster than new software is acquired, which was partially offset by the above-mentioned increase resulting from changes in the estimate of the remaining economic lives of the Savvis trade name and an out-of-period accounting adjustment correctedcertain cloud software. For more information about the changes in 2012.our estimates of the remaining economic lives of these assets, see Note 1—Basis of Presentation to our consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2014.
Further analysis of our operating expenses by segment is provided below in “Segment Results.” Goodwill Impairment During our 2013 annual goodwill impairment assessment, we concluded the carrying value of goodwill assigned to our then hosting reporting unit exceeded its estimated implied fair value by $1.092 billion. The decline in our then hosting reporting unit’s estimated fair value was the result of slower than previously projected revenue and margin growth and greater than anticipated competitive pressures. For additional information on the risk associated with intangible assets, see “Critical Accounting Policies and Estimates-Goodwill, Customer Relationships and Other Intangibles Assets” below and “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014. Further analysis of our operating expenses by segment is provided below in “Segment Results.” Other Consolidated Results The following tables summarize our total other income (expense)expense, net and income tax expense: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Years Ended
December 31, | | | Increase (Decrease) | | | | | 2012 | | | 2011 | | | CenturyLink | | | Qwest | | | Savvis | | | Total | | | | | (Dollars in millions) | | Interest expense | | $ | (1,319 | ) | | | (1,072 | ) | | | 62 | | | | 169 | | | | 16 | | | | 247 | | Net loss on early retirement of debt | | | (179 | ) | | | (8 | ) | | | 179 | | | | (8 | ) | | | — | | | | 171 | | Other income (expense) | | | 35 | | | | 3 | | | | 32 | | | | (1 | ) | | | 1 | | | | 32 | | | | | | | | | | | | | | | | | | | | | | | | | | | Total other income (expense) | | $ | (1,463 | ) | | | (1,077 | ) | | | 273 | | | | 160 | | | | 17 | | | | 386 | | | | | | | | | | | | | | | | | | | | | | | | | | | Income tax expense | | $ | 473 | | | | 375 | | | | nm | | | | nm | | | | nm | | | | 98 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Years Ended
December 31, | | | Increase (Decrease) | | | | | 2011 | | | 2010 | | | CenturyLink | | | Qwest | | | Savvis | | | Total | | | | | (Dollars in millions) | | Interest expense | | $ | (1,072 | ) | | | (544 | ) | | | 34 | | | | 486 | | | | 8 | | | | 528 | | Net loss on early retirement of debt | | | (8 | ) | | | — | | | | — | | | | 8 | | | | — | | | | 8 | | Other income (expense) | | | 3 | | | | 15 | | | | 17 | | | | (2 | ) | | | (3 | ) | | | 12 | | | | | | | | | | | | | | | | | | | | | | | | | | | Total other income (expense) | | $ | (1,077 | ) | | | (529 | ) | | | 51 | | | | 492 | | | | 5 | | | | 548 | | | | | | | | | | | | | | | | | | | | | | | | | | | Income tax expense | | $ | 375 | | | | 583 | | | | nm | | | | nm | | | | nm | | | | (208 | ) |
| | | | | | | | | | | | | | | | | | | | Years Ended
December 31, | | | Increase /
(Decrease) | | | %
Change | | | | | 2014 | | | 2013 | | | | | | | (Dollars in millions) | | | | | Interest expense | | $ | (1,311 | ) | | | (1,298 | ) | | | 13 | | | | 1 | % | Net gain on early retirement of debt | | | — | | | | 10 | | | | (10 | ) | | | 100 | % | Other income, net | | | 11 | | | | 59 | | | | (48 | ) | | | (81) | % | | | | | | | | | | | | | | | | | | Total other expense, net | | $ | (1,300 | ) | | | (1,229 | ) | | | 71 | | | | 6 | % | | | | | | | | | | | | | | | | | | Income tax expense | | $ | 338 | | | | 463 | | | | (125 | ) | | | (27) | % |
nm—Attributing changes in income tax expense to the acquisitions of Savvis and Qwest is considered not meaningful.
| | | | | | | | | | | | | | | | | | | | Years Ended
December 31, | | | Increase /
(Decrease) | | | %
Change | | | | | 2013 | | | 2012 | | | | | | | (Dollars in millions) | | | | | Interest expense | | $ | (1,298 | ) | | | (1,319 | ) | | | (21 | ) | | | (2) | % | Net gain (loss) on early retirement of debt | | | 10 | | | | (179 | ) | | | 189 | | | | 106 | % | Other income, net | | | 59 | | | | 35 | | | | 24 | | | | 69 | % | | | | | | | | | | | | | | | | | | Total other expense, net | | $ | (1,229 | ) | | | (1,463 | ) | | | (234 | ) | | | (16) | % | | | | | | | | | | | | | | | | | | Income tax expense | | $ | 463 | | | | 473 | | | | (10 | ) | | | (2) | % |
Interest Expense Interest expense increased by $13 million, or 1%, for the year ended December 31, 2012 increased by $247 million2014 as compared to 2011. This increase isthe year ended December 31, 2013 primarily due to a reduction in the 2012 period containing a full yearamortization of Qwestdebt premiums, which were partially offset by the reversal of certain tax interest expense compared to the 2011 period containing only nine months.reserves and increased capitalized interest. Interest expense increased $528decreased by $21 million, in 2011 primarily due to higher debt balances associated principally with debt assumed in the Qwest acquisition and incurred to finance the Savvis acquisition. See Note 4—Long-term Debt and Credit Facilities to the consolidated financial statements in Item 8 of our Annual Report on Form 10-Kor 2%, for the year ended December 31, 2012 and “Liquidity and Capital Resources” below for additional information about those transactions. Interest expense for Legacy CenturyLink increased $62 million, or 5.8%, in 20122013 as compared to 2011 and increased $34 million, or 6.3%, in 2011 compared to 2010. The increase in both years is substantiallythe year ended December 31, 2012 primarily due to interest on our $2 billion aggregate principala lower amount of senior notes issuedaverage debt outstanding along with lower interest rates, which were partially offset by a reduction in June 2011 to finance the Savvis acquisition. The 2012 increase is due to those notes being outstanding for a full year versus a partial year in 2011. The 2011 increase was due to those notes being outstanding for a partial year versus not at all in 2010.amortization of debt premiums.
Net Gain or Loss on Early Retirement of Debt In the fourth quarter of 2012, QCII2013, Qwest Communications International Inc. (“QCII”) redeemed certain of its outstanding debt securities, which resulted in a gain of $15$10 million. In the second quarter of 2012, our subsidiaries Embarq and QCQwest Corporation (“QC”) completed premium-priced cash tender offers for the purchase of certain of their respective outstanding debt securities, resulting in an aggregate loss of $190 million. Also in the second quarter of 2012, our subsidiaries Embarq and QCII redeemed certain of their respective outstanding debt securities which resulted in a net loss of $9 million. During 2012, QCII and QC redeemed certain of their outstanding debt securities, which resulted in aan aggregate gain of $5$20 million. In the fourth quarter and second quarter of 2011, QC redeemed certain of its outstanding debt securities which resulted in a total net loss of $8 million.
Other Income, (Expense)Net Other income, (expense)net reflects certain items not directly related to our core operations, including our share of income from our 49% interest in a cellular partnership, interest income, gains and losses from non-operating asset dispositions and impairments and foreign currency gains and losses. Other income, for Legacy CenturyLink was greaternet decreased by $48 million, or 81%, for the year ended December 31, 20122014 as compared to 2011the year ended December 31, 2013 primarily due to gainsa second quarter of 2014 impairment charge of $14 million recorded in connection with the then pending sale of our 700 MHz A-Block wireless spectrum licenses and a $32 million gain on the salessale of wireless spectrum in the first quarter of 2013. The sale of our 700 MHz A-Block wireless spectrum licenses closed on November 3, 2014, and we received $39 million in cash in the aggregate. Other income, net increased by $24 million, or 69%, for the year ended December 31, 2013 as compared to the year ended December 31, 2012 primarily due to the above-mentioned $32 million gain on the sale of wireless spectrum in January 2013, which was larger than the gain on sale of auction rate securities and the recognitionrecognized in 2011 of $162012. Income Tax Expense Income tax expense decreased by $125 million in transaction expenses incurred in connection with terminating an unused bridge loan financing commitment related to the Savvis acquisition. See Note 2—Acquisitions to the consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2012. Other income for Legacy CenturyLink decreased $17 million in 2011,2014 as compared to 2010 primarily due to the $16 million in transaction expenses discussed above.
Income Tax Expense
year ended December 31, 2013. Our income tax expense for the yearsyear ended December 31, 2012 and 2011increased $982013 decreased by $10 million and decreased $208 million, respectively, from the amounts for the comparable prior year. Our increase in 2012 was primarily due to a $302 million, or 32%, increase in income before income tax expense as compared to 2011. Our decrease in 2011 was primarily due to a decrease in income before income tax expense, which was attributable to a decline in operating income and increased interest expense directly related to the acquisition of Qwest. For the years ended December 31, 2012, 20112014, 2013 and 2010,2012, our effective income tax rate was 30.5%, 206.7% and 37.8%, 39.6%respectively. The effective tax rate for the year ended December 31, 2014, reflects a $60 million tax benefit associated with a worthless stock deduction for the tax basis in a wholly-owned foreign subsidiary as a result of developments in bankruptcy proceedings involving its sole asset, an indirect investment in KPNQwest, N.V. The subsidiary was acquired as part of the acquisition of Qwest and 38.1%, respectively.we assigned it no fair value in the acquisition due to the bankruptcy proceedings, which were then ongoing. The effective tax rate for the year ended December 31, 2014 also reflects a $13 million tax decrease due to changes in state taxes caused by apportionment changes, state tax rate changes and the changes in the expected utilization of net operating losses (“NOLs”). The rate also reflects the absence of tax benefits from the impairment and disposition of our 700 MHz A-Block wireless spectrum licenses in 2014, because we are not likely to generate income of a character required to realize a tax benefit from the loss on disposition during the period permitted by law for utilization of that loss. The 2013 effective tax rate reflects the impacts of the $1.092 billion non-deductible goodwill impairment and of an unfavorable accounting adjustment of $17 million related to non-deductible life insurance costs. The 2013 tax expense also includes the impacts of a favorable settlement with the Internal Revenue Service (“IRS”) of $33 million and a favorable adjustment of $22 million related to the reversal of liabilities for uncertain tax positions. The 2012 effective tax rate reflects the $16 million reversal of a valuation allowance related to the auction rate securities we sold in 2012, a $12 million benefit related to state NOLs net of valuation allowance, and a $6 million expense associated with reversing a receivable related to periods that have been effectively settled with the IRS. The 2011 rate increase was due in part to $24 million of non-deductible transaction costs and an $8 million valuation allowance recorded on deferred tax assets that require future income of a special character to realize the benefits. Such increase was partially offset by a $16 million reduction in our valuation allowance related to state NOLs due primarily to the effects of a tax law change in one of the states in which we operate. Certain merger-related costs incurred during 2010 are also non-deductible for income tax purposes and similarly increased our effective income tax rate. See Note 12—11—Income Taxes to theour consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 20122014 and “Income“Critical Accounting Policies and Estimates—Income Taxes” below for additional information. Segment Results As described further above underThe results for our business and consumer segments are summarized below for the heading “Management’s Discussionyears ended December 31, 2014, 2013 and Analysis2012:
| | | | | | | | | | | | | | | | Years Ended December 31, | | | | | 2014 | | | 2013 | | | 2012 | | | | | (Dollars in millions) | | Total segment revenues | | $ | 17,028 | | | | 17,095 | | | | 17,320 | | Total segment expenses | | | 8,509 | | | | 8,167 | | | | 8,147 | | | | | | | | | | | | | | | Total segment income | | $ | 8,519 | | | | 8,928 | | | | 9,173 | | | | | | | | | | | | | | | Total margin percentage | | | 50 | % | | | 52 | % | | | 53 | % | Business: | | | | | | | | | | | | | Revenues | | $ | 11,034 | | | | 11,091 | | | | 11,156 | | Expenses | | | 6,089 | | | | 5,808 | | | | 5,729 | | | | | | | | | | | | | | | Income | | $ | 4,945 | | | | 5,283 | | | | 5,427 | | | | | | | | | | | | | | | Margin percentage | | | 45 | % | | | 48 | % | | | 49 | % | Consumer: | | | | | | | | | | | | | Revenues | | $ | 5,994 | | | | 6,004 | | | | 6,164 | | Expenses | | | 2,420 | | | | 2,359 | | | | 2,418 | | | | | | | | | | | | | | | Income | | $ | 3,574 | | | | 3,645 | | | | 3,746 | | | | | | | | | | | | | | | Margin percentage | | | 60 | % | | | 61 | % | | | 61 | % |
Recent Changes in Segment Reporting We have recast our previously reported segment results due to the reorganization of Financial Conditionour business. The segment recast resulted in increases in consumer segment expenses and Resultsdecreases in business segment expenses for the years ended December 31, 2013 and 2012. The nature of Operations—Overview,”the most significant changes to segment expenses are as follows: Certain business segment expenses were reassigned to consumer segment expense; and Certain business segment expenses were reassigned to corporate overhead. For the years ended December 31, 2013 and 2012, the segment recast resulted in an increase in consumer expenses of $28 million and $32 million, respectively, and a decrease in business expenses of $45 million and $59 million, respectively. During 2014, we revisedadopted several changes with respect to the assignment of certain expenses to our segment structure in 2012 andthen segments. We have restated our previously reported segment results for the yearyears ended December 31, 20112013 and 2012 to conform to our 2012 segmentthe current presentation. The following table summarizes ournature of the most significant changes to segment results for 2012 and 2011 under our segment categorization at December 31, 2012.expenses are as follows: | | | | | | | | | | | | Years Ended December 31, | | | | | 2012 | | | 2011 | | | | | (Dollars in millions) | | Total segment revenues | | $ | 17,320 | | | | 14,471 | | Total segment expenses | | | 8,094 | | | | 6,513 | | | | | | | | | | | Total segment income | | $ | 9,226 | | | | 7,958 | | | | | | | | | | | Total margin percentage | | | 53 | % | | | 55 | % | Regional markets: | | | | | | | | | Revenues | | $ | 9,876 | | | | 8,743 | | Expenses | | | 4,218 | | | | 3,673 | | | | | | | | | | | Income | | $ | 5,658 | | | | 5,070 | | | | | | | | | | | Margin percentage | | | 57 | % | | | 58 | % | Wholesale markets: | | | | | | | | | Revenues | | $ | 3,721 | | | | 3,305 | | Expenses | | | 1,117 | | | | 1,021 | | | | | | | | | | | Income | | $ | 2,604 | | | | 2,284 | | | | | | | | | | | Margin percentage | | | 70 | % | | | 69 | % | Enterprise markets—network: | | | | | | | | | Revenues | | $ | 2,609 | | | | 1,933 | | Expenses | | | 1,891 | | | | 1,450 | | | | | | | | | | | Income | | $ | 718 | | | | 483 | | | | | | | | | | | Margin percentage | | | 28 | % | | | 25 | % | Enterprise markets—data hosting: | | | | | | | | | Revenues | | $ | 1,114 | | | | 490 | | Expenses | | | 868 | | | | 369 | | | | | | | | | | | Income | | $ | 246 | | | | 121 | | | | | | | | | | | Margin percentage | | | 22 | % | | | 25 | % |
The method for allocating certain shared costs of consumer sales and care, including bad debt expense and credit card fees, was revised, which resulted in an increase in consumer segment expenses with a corresponding decrease in business segment expenses; and DueThe progress of our integration efforts and centralization of certain administrative functions enabled us to system limitations, we have determined that it is impracticable to restate 2010’s reported segments to conform todiscontinue the inclusion of finance, information technology, legal and human resources expenses in our currentthen hosting segment, categorization at December 31, 2012. For comparability purposes, we have included ourwhich resulted in a decrease in business segment information forexpenses.
For the years ended December 31, 20112013 and 2010 based on2012, the segment categorization we were operating under at the endreassignments of 2011. | | | | | | | | | | | | Years Ended December 31, | | | | | 2011 | | | 2010 | | | | | (Dollars in millions) | | Total segment revenues | | $ | 14,471 | | | | 6,495 | | Total segment expenses | | | 6,535 | | | | 2,403 | | | | | | | | | | | Total segment income | | $ | 7,936 | | | | 4,092 | | | | | | | | | | | Total margin percentage | | | 55 | % | | | 63 | % | Regional markets: | | | | | | | | | Revenues | | $ | 7,832 | | | | 4,640 | | Expenses | | | 3,398 | | | | 1,783 | | | | | | | | | | | Income | | $ | 4,434 | | | | 2,857 | | | | | | | | | | | Margin percentage | | | 57 | % | | | 62 | % | Business markets: | | | | | | | | | Revenues | | $ | 2,861 | | | | 266 | | Expenses | | | 1,736 | | | | 120 | | | | | | | | | | | Income | | $ | 1,125 | | | | 146 | | | | | | | | | | | Margin percentage | | | 39 | % | | | 55 | % | Wholesale markets: | | | | | | | | | Revenues | | $ | 3,295 | | | | 1,589 | | Expenses | | | 1,021 | | | | 500 | | | | | | | | | | | Income | | $ | 2,274 | | | | 1,089 | | | | | | | | | | | Margin percentage | | | 69 | % | | | 69 | % | Savvis operations: | | | | | | | | | Revenues | | $ | 483 | | | | — | | Expenses | | | 380 | | | | — | | | | | | | | | | | Income | | $ | 103 | | | | — | | | | | | | | | | | Margin percentage | | | 21 | % | | | — | |
The lower levelsexpenses resulted in an increase in consumer expenses of margin percentage$100 million and $95 million, respectively, and a decrease in business expenses of $165 million for regional markets and business markets in 2011 were primarily attributable to the inclusion of Qwest’s results beginning April 1, 2011.both years.
The following table reconciles our total segment revenues and total segment income presented above to consolidated operating revenues and consolidated operating income reported in our consolidated statements of operations. | | | | Years Ended December 31, | | | Years Ended December 31, | | | | | 2012 | | 2011 | | 2010 | | | 2014 | | 2013 | | 2012 | | | | | (Dollars in millions) | | | (Dollars in millions) | | Total segment revenues | | $ | 17,320 | | | | 14,471 | | | | 6,495 | | | $ | 17,028 | | | | 17,095 | | | | 17,320 | | Other operating revenues | | | 1,056 | | | | 880 | | | | 547 | | | | 1,003 | | | | 1,000 | | | | 1,056 | | | | | | | | | | | | | | | | | | | | | Operating revenues reported in our consolidated statements of operations | | $ | 18,376 | | | | 15,351 | | | | 7,042 | | | $ | 18,031 | | | | 18,095 | | | | 18,376 | | | | | | | | | | | | | | | | | | | | | Total segment income | | $ | 9,226 | | | | 7,958 | | | | 4,092 | | | $ | 8,519 | | | | 8,928 | | | | 9,173 | | Other operating revenues | | | 1,056 | | | | 880 | | | | 547 | | | | 1,003 | | | | 1,000 | | | | 1,056 | | Depreciation and amortization | | | (4,780 | ) | | | (4,026 | ) | | | (1,434 | ) | | | (4,428 | ) | | | (4,541 | ) | | | (4,780 | ) | Impairment of goodwill (Note 2) | | | | — | | | | (1,092 | ) | | | — | | Other unassigned operating expenses | | | (2,789 | ) | | | (2,787 | ) | | | (1,145 | ) | | | (2,684 | ) | | | (2,842 | ) | | | (2,736 | ) | | | | | | | | | | | | | | | | | | | | Operating income reported in our consolidated statement of operations | | $ | 2,713 | | | | 2,025 | | | | 2,060 | | | $ | 2,410 | | | | 1,453 | | | | 2,713 | | | | | | | | | | | | | | | | | | | | |
Allocation of Revenues and Expenses Our segment revenues include all revenues from our strategic andservices, legacy services and data integration as described in more detail above. Segment revenues are based upon each customer’s classification to an individual segment. We report our segment revenues based upon all services provided to that segment’s customers. We reportFor information on how we allocate expenses to our segment expenses for our four segments, as follows:well as other additional information about our segments, see Note 12—Segment Information to our consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2014. Business The operations of our business segment have been impacted by several significant trends, including those described below: | | • | | Direct expenses,Strategic services. Our mix of total business segment revenues continues to migrate from legacy services to strategic services as our enterprise, wholesale and governmental customers increasingly demand customized and integrated data, Internet and voice services. Although we are experiencing price compression on our strategic services due to competition, we expect strategic revenues from these services to continue to grow during 2015. Demand for our private line services (including special access) from our wholesale customers continues to decline due to our customers’ optimization of their networks, industry consolidation and technological migration to higher-speed services. While we expect that these factors will continue to negatively impact our wholesale customers, we believe the demand for our fiber-based special access services provided to wireless carriers for backhaul will partially offset the decline in copper-based special access services provided to wireless carriers as they migrate to Ethernet services, although the timing and magnitude of this technological migration remains uncertain. We anticipate continued pricing pressure for our colocation services as wholesale vendors continue to expand their enterprise colocation operations. We believe, however, that our hybrid data centers, which primarily are specific expenses incurredoffer multiple products and services (including colocation, managed hosting, cloud and network services), will help differentiate our products and services from those offered by competitors with a narrower range of products and services. We have remained focused on expanding our managed hosting services, specifically our cloud services offerings, by endeavoring to add differentiating features to our cloud products and acquiring additional companies that we believe have strengthened our cloud products. In recent years, our competitors, as a direct resultwell as several large, diversified technology companies, have made substantial investments in cloud computing, which has intensified competitive pressures. We believe that this expansion in competitive cloud computing offerings has led to increased pricing pressure and competition for enterprise customers, and we expect these trends to continue. Segment revenue for hosting area network products supporting colocation and managed hosting service offerings have been relatively flat due to providing lower volumes of providingsuch services, as well as pricing pressures on VPN and products to segment customers, along with selling, general and administrative expenses that are directly associated with specific segment customers or activities; andbandwidth services;
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| | • | | Allocated expenses,Legacy services. We face intense competition with respect to our higher margin legacy services and continue to see customers migrating away from these services and into lower margin strategic services. In addition, our legacy services revenues have been, and we expect they will continue to be, adversely affected by access line losses and price compression. Our access, local services and long-distance revenues have been and we expect will continue to be adversely affected by customer migration to more technologically advanced services, declining demand for traditional voice services, industry consolidation and price compression caused by regulation and rate reductions. For example, many wholesale customers are substituting cable, wireless and VoIP services for traditional voice telecommunications services, resulting in continued access revenue loss. Our switched access revenues have been and will continue to be impacted by changes related to the Connect America and Intercarrier Compensation Reform order (“the 2011 order”) adopted by the FCC in 2011, which include network expenses, facilities expenses andwe believe has increased the pace of reductions in the amount of switched access revenues we receive from our wholesale customers. Conversely, the FCC instituted an access recovery charge that we believe will allow us to recover the majority of these lost wholesale revenues directly from other expenses such as fleet and real estate expenses.customers. We expect the net effect of these factors will continue to adversely impact our business segment revenues from our wholesale customers;
|
During
| • | | Data integration. We expect both data integration revenue and the related costs will fluctuate from year to year as this offering tends to be more sensitive than others to changes in the economy and in |
| spending trends of our federal, state and local governmental customers, many of whom have recently experienced substantial budget cuts with the possibility of additional future budget cuts; and |
| • | | Operating efficiencies. We continue to evaluate our segment operating structure and focus. This involves balancing our workforce in response to our workload requirements, productivity improvements and changes in industry, competitive, technological and regulatory conditions, while achieving operational efficiencies and improving our processes through automation. However, our ongoing efforts to increase revenue will continue to require that we incur higher costs in some areas, including the hiring of additional sales employees. We also expect our business segment to benefit indirectly from enhanced efficiencies in our company-wide network operations. |
The following tables summarize the first quarterresults of 2012,operations from our business segment: | | | | | | | | | | | | | | | | | | | | Business | | | | | Years Ended
December 31, | | | Increase /
(Decrease) | | | %
Change | | | | | 2014 | | | 2013 | | | | | | | (Dollars in millions) | | | | | Segment revenues: | | | | | | | | | | | | | | | | | Strategic services | | $ | 6,350 | | | | 6,173 | | | | 177 | | | | 3 | % | Legacy services | | | 3,998 | | | | 4,267 | | | | (269 | ) | | | (6 | )% | Data integration | | | 686 | | | | 651 | | | | 35 | | | | 5 | % | | | | | | | | | | | | | | | | | | Total revenues | | | 11,034 | | | | 11,091 | | | | (57 | ) | | | (1 | )% | | | | | | | | | | | | | | | | | | Segment expenses: | | | | | | | | | | | | | | | | | Total expenses | | | 6,089 | | | | 5,808 | | | | 281 | | | | 5 | % | | | | | | | | | | | | | | | | | | Segment income | | $ | 4,945 | | | | 5,283 | | | | (338 | ) | | | (6 | )% | | | | | | | | | | | | | | | | | | Segment margin percentage | | | 45 | % | | | 48 | % | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | Business | | | | | Years Ended
December 31, | | | Increase /
(Decrease) | | | %
Change | | | | | 2013 | | | 2012 | | | | | | | (Dollars in millions) | | | | | Segment revenues: | | | | | | | | | | | | | | | | | Strategic services | | $ | 6,173 | | | | 5,952 | | | | 221 | | | | 4 | % | Legacy services | | | 4,267 | | | | 4,539 | | | | (272 | ) | | | (6 | )% | Data integration | | | 651 | | | | 665 | | | | (14 | ) | | | (2 | )% | | | | | | | | | | | | | | | | | | Total revenues | | | 11,091 | | | | 11,156 | | | | (65 | ) | | | (1 | )% | | | | | | | | | | | | | | | | | | Segment expenses: | | | | | | | | | | | | | | | | | Total expenses | | | 5,808 | | | | 5,729 | | | | 79 | | | | 1 | % | | | | | | | | | | | | | | | | | | Segment income | | $ | 5,283 | | | | 5,427 | | | | (144 | ) | | | (3 | )% | | | | | | | | | | | | | | | | | | Segment margin percentage | | | 48 | % | | | 49 | % | | | | | | | | |
Segment Revenues Business segment revenues decreased by $57 million, or 1%, for the year ended December 31, 2014 as we transitioned certaincompared to the year ended December 31, 2013 primarily due to the decline in legacy services revenues, which were partially offset by the growth in our strategic services and data integration revenues. The decline in legacy services revenues was attributable to lower volumes of Qwest’slocal access and traditional WAN services. The growth in our strategic services revenues was primarily due to strong MPLS unit growth and higher Ethernet volume, which were substantially offset by a decline in private line (including special access) services. The increase in data integration revenues was primarily due to higher sales of customer premise equipment to governmental and business customers during the period. Business segment revenues decreased by $65 million, or 1%, for the year ended December 31, 2013 as compared to the year ended December 31, 2012. The decline in legacy systemsservices revenues was caused by the same factors noted above for 2014. The increase in strategic services revenues came from increases in MPLS, colocation, and Ethernet services, which were partially offset by declines in private line (including special access) services. The decline in data integration revenues was primarily due to our historical company systems, we updated our methodologieslower sales of customer premise equipment to governmental and business customers. Segment Expenses Business segment expenses increased by $281 million, or 5%, for reporting our direct expensesthe year ended December 31, 2014 as compared to the year ended December 31, 2013 primarily due to increases in employee-related costs attributable to higher wages, benefits and for allocating our expenses to our segments. Specifically, we no longer include certain fleet expenses for our regional markets segment in direct expenses; they are now expenses allocated to our segments, with the exception of enterprise markets—data hosting. In addition, we now more fully allocate network building rentinternal commissions, customer premise equipment costs resulting from higher governmental and business sales noted above, facility costs driven by MPLS unit growth and real estate and power expenses to our regional markets, wholesale markets and enterprise markets—network segments. We determined that it was impracticable to recast our segment results for prior periods to reflect these changes in methodology. During the second quarter of 2012, as we reorganized our business into our four segments as indicated above, we further revised our methodology for how we allocate our expenses to our segments to better aligncosts. Business segment expenses with related revenues. Under our revised methodology, we no longer allocate certain product developmentincreased by $79 million, or 1%, for the year ended December 31, 2013 as compared to the year ended December 31, 2012 primarily due to increases in employee-related costs, facility costs, real estate and power costs and external commissions, which were partially offset by a decrease in equipment and maintenance costs.
Segment Income Business segment income decreased by $338 million, or 6%, for the year ended December 31, 2014 as compared to our segments, but we do now allocate certain expensesthe year ended December 31, 2013 primarily due to customers migrating from our enterprise markets—data hostinglegacy services to lower margin strategic services. Business segment income decreased by $144 million, or 3%, for the year ended December 31, 2013 as compared to our other three segments. We restated our segment results for 2011 to reflect these changes in our methodology. We determined that it was impracticable to recast our segment results for 2010 under our revised methodology. We do not assign depreciation and amortization expense to our segments, as the related assets and capital expenditures are centrally managed. Similarly, severance expenses, restructuring expenses and, subjectyear ended December 31, 2012 primarily due to an exception for our enterprise markets—data hosting segment, certain centrally managed administrative functions (such as finance, information technology, legal and human resources) are not assigned to our segments. Interest expense is also excluded from segment results because we manage our financing on a total company basis and have not allocated assets or debt to specific segments. In addition, other income (expense) does not relate to our segment operations and is therefore excluded from our segment results.
As discussed under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview”, beginningincrease in the first quarter of 2013, we plan to report our operations under the following four segments: consumer, business, wholesale and data hosting.expenses.
Regional MarketsConsumer
The operations of our regional marketsconsumer segment have been impacted by several significant trends, including those described below.below: | | • | | Strategic services.We continue to focus on increasing subscribers of our broadband services in our regional markets segment. In order to remain competitive and attract additional residential broadband subscribers, we believe it is important to continually increasingincrease our broadband network’s scope and connection speeds is important.speeds. As a result, we continue to invest in our (broadband)broadband network, which allows for the delivery of higher speed broadband services. While traditional broadband services are declining, they have been more than offset by growth in fiber-based broadband services.to a greater number of customers. We also continue to expand our product offerings including facilities-based video services, Ethernet, MPLS and other managed services and we continue to refine our marketing efforts as we compete in a maturing broadband market in which most consumers already have broadband services.services and growth rates in new subscribers have slowed. Moreover, as described further in Items 1 and 1A of our Annual Report on Form 10-K for the year ended December 31, 2014, demand for our broadband services could be adversely affected by competitors continuing to provide services at higher average broadband speed than ours or expanding their advanced wireless data service offerings. We expect these efforts will improve our ability to compete and increase our strategic revenues; |
| • | | Facilities-based video expenses.As wealso continue to expand our other strategic product offerings, including facilities-based video services. The expansion of our facilities-based video service infrastructure we are incurringrequires us to incur substantial content and start-up expenses in advance of marketing and selling the revenue that this service is expected to generate.service. Although, over time, we expect that our revenue for facilities-based video services will offset the expenses incurred, the timing of this revenue growth is uncertain;uncertain and the video business is growing increasingly competitive. We believe these efforts to expand our offerings will improve our ability to compete and increase our strategic revenues;
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| | • | | Access lines.Legacy services.Our voice revenues have been, and we expect they will continue to be, adversely affected by access line losses. Intense competition and product substitution continue to drive our access line losses. For example, many consumers are substituting cable and wireless voice services and electronic mail, texting and social networking non-voice services for traditional voice telecommunications services. We expect that these factors will continue to negatively impact our business. As a result of the expected loss of revenueshigher margin services associated with access lines, we continue to offer our customers service bundling and other product promotions to help mitigate this trend, as described below;
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| | • | | Service bundling and product promotions.We offer our customers the ability to bundle multiple products and services. These customers can bundle local services with other services such as broadband, video, long-distance and wireless; |
| • | | Data integration.We expect both data integration revenue and the related costs will fluctuate from quarterwireless. While we believe our bundled service offerings can help retain customers, they also tend to quarter as this offering tends to be more sensitive than others to changeslower our profit margins in the economy and in spending trends of our state and local government customers, many of whom have recently experienced budget cuts;consumer segment; and
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| | • | | Operating efficiencies.We continue to evaluate our segment operating structure and focus. This involves balancing our segment workforce in response to our workload requirements, productivity improvements and changes in industry, competitive, technological and regulatory conditions. |
The following table summarizes the results of operations from our regional markets segment:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Regional Markets Segment | | | | | Years Ended
December 31, | | | Increase / (Decrease) | | | | | 2012 | | | 2011 | | | CenturyLink | | | Qwest | | | Savvis | | | Total | | | | | (Dollars in millions) | | Segment revenues: | | | | | | | | | | | | | | | | | | | | | | | | | Strategic services | | $ | 3,607 | | | | 2,890 | | | | 168 | | | | 546 | | | | 3 | | | | 717 | | Legacy services | | | 5,996 | | | | 5,593 | | | | (399 | ) | | | 802 | | | | — | | | | 403 | | Data integration | | | 273 | | | | 260 | | | | (19 | ) | | | 32 | | | | — | | | | 13 | | | | | | | | | | | | | | | | | | | | | | | | | | | Total revenues | | | 9,876 | | | | 8,743 | | | | (250 | ) | | | 1,380 | | | | 3 | | | | 1,133 | | | | | | | | | | | | | | | | | | | | | | | | | | | Segment expenses: | | | | | | | | | | | | | | | | | | | | | | | | | Direct | | | 3,939 | | | | 3,469 | | | | (44 | ) | | | 514 | | | | — | | | | 470 | | Allocated | | | 279 | | | | 204 | | | | 52 | | | | 20 | | | | 3 | | | | 75 | | | | | | | | | | | | | | | | | | | | | | | | | | | Total expenses | | | 4,218 | | | | 3,673 | | | | 8 | | | | 534 | | | | 3 | | | | 545 | | | | | | | | | | | | | | | | | | | | | | | | | | | Segment income | | $ | 5,658 | | | | 5,070 | | | | (258 | ) | | | 846 | | | | — | | | | 588 | | | | | | | | | | | | | | | | | | | | | | | | | | | Segment margin percentage | | | 57 | % | | | 58 | % | | | | | | | | | | | | | | | | |
Segment Income
The acquisition of Qwest on April 1, 2011 largely contributed to an increase in our regional markets segment income of $588 million for the year ended December 31, 2012 as compared to 2011. Our consolidated segment margin percentage remained relatively unchanged from 2011 to 2012. Segment income for our Legacy CenturyLink operations decreased $258 million as compared to 2011 reflecting declines in revenues while expenses remained relatively flat.
Segment Revenues
Excluding revenues attributable to the Legacy Qwest and Legacy Savvis acquisitions, regional markets revenues decreased $250 million, or 2.9%, for the year ended December 31, 2012 as compared to 2011 due to declines in legacy services revenues and the implementation of the CAF order, partially offset by growth in strategic services revenues. Legacy services revenues decreased primarily due to declines in local and long-distance services associated principally with access line losses resulting from the competitive pressures and product substitution described previously. Growth in strategic services revenues was principally due to increases in the number of broadband subscribers as well as volume increases in our facilities-based video, Ethernet, and MPLS services.
Segment Expenses
Regional markets total expenses, exclusive of Legacy Qwest and Legacy Savvis expenses, increased $8 million for the year ended December 31, 2012 as compared to 2011, due to an increase in allocated expenses. Allocated expenses increased primarily due to our updated methodology more fully allocating to our segments network and building rent and related power expenses. Direct expenses decreased due to decreases in employee related expenses, fleet expenses and marketing costs, which were partially offset by increases in customer premise equipment costs and network service costs.
Wholesale Markets
The operations of our wholesale markets segment have been impacted by several significant trends, including those described below:
| • | | Private line services (including special access).Demand for our private line services continues to increase, despite our customers’ optimization of their networks, industry consolidation and technological migration. While we expect that these factors could negatively impact our wholesale markets segment, we ultimately believe the bandwidth consumption growth in our fiber-based special access services provided to wireless carriers for backhaul will, over time, offset the decline in copper-based special access services provided to wireless carriers as they migrate to Ethernet services, although the timing and magnitude of this technological migration is uncertain;
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| • | | Access and local services revenues.Our access and local services revenues have been and we expect will continue to be, adversely affected by technological migration, industry consolidation, regulation and rate reductions. For example, wholesale consumers are substituting cable, wireless and VoIP services for traditional voice telecommunications services, resulting in continued access revenue loss. We expect these factors will continue to adversely impact our wholesale markets segment;
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| • | | Switched access revenues.We believe that changes related to the Connect America and Intercarrier Compensation Reform order (“CAF order”) adopted by the Federal Communications Commission (“FCC”) on October 27, 2011 will substantially increase the pace of reductions in the amount of switched access revenues we receive in our wholesale markets segment;
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| • | | Long-distance services revenues.Wholesale long-distance revenues continue to decline as a result of customer migration to more technologically advanced services, price compression, declining demand for traditional voice services and industry consolidation; and
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| • | | Operating efficiencies.We continue to evaluate our operating structure and focus. This involves balancing our segment workforce in response to our workload requirements, productivity improvements and changes in industry, competitive, technological and regulatory conditions. We also expect our wholesale markets segment to benefit indirectly from enhanced efficiencies in our company-wide network operations.
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The following table summarizes the results of operations from our wholesale markets segment:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Wholesale Markets Segment | | | | | Years Ended
December 31, | | | Increase / (Decrease) | | | | | 2012 | | | 2011 | | | CenturyLink | | | Qwest | | | Savvis | | | Total | | | | | (Dollars in millions) | | Segment revenues: | | | | | | | | | | | | | | | | | | | | | | | | | Strategic services | | $ | 2,296 | | | | 1,915 | | | | 33 | | | | 339 | | | | 9 | | | | 381 | | Legacy services | | | 1,424 | | | | 1,389 | | | | (213 | ) | | | 248 | | | | — | | | | 35 | | Data integration | | | 1 | | | | 1 | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | Total revenues | | | 3,721 | | | | 3,305 | | | | (180 | ) | | | 587 | | | | 9 | | | | 416 | | | | | | | | | | | | | | | | | | | | | | | | | | | Segment expenses: | | | | | | | | | | | | | | | | | | | | | | | | | Direct | | | 169 | | | | 174 | | | | (18 | ) | | | 13 | | | | — | | | | (5 | ) | Allocated | | | 948 | | | | 847 | | | | (60 | ) | | | 155 | | | | 6 | | | | 101 | | | | | | | | | | | | | | | | | | | | | | | | | | | Total expenses | | | 1,117 | | | | 1,021 | | | | (78 | ) | | | 168 | | | | 6 | | | | 96 | | | | | | | | | | | | | | | | | | | | | | | | | | | Segment income | | $ | 2,604 | | | | 2,284 | | | | (102 | ) | | | 419 | | | | 3 | | | | 320 | | | | | | | | | | | | | | | | | | | | | | | | | | | Segment margin percentage | | | 70 | % | | | 69 | % | | | | | | | | | | | | | | | | |
Segment Income
The acquisition of Qwest on April 1, 2011 largely contributed to an increase in our wholesale markets segment income of $320 million for the year ended December 31, 2012 as compared to 2011. Segment income for our Legacy CenturyLink operations decreased $102 million for the year ended December 31, 2012 as compared to 2011, primarily reflecting declines in revenues, as discussed further below.
Segment Revenues
Excluding revenues attributable to the Legacy Qwest and Legacy Savvis acquisitions, wholesale markets revenues decreased $180 million, or 5.5%, for the year ended December 31, 2012 as compared to 2011. This decrease reflects substantially lower revenues from legacy services, partially offset by growth in revenues from strategic services. Strategic services revenues increased primarily due to growth in Ethernet and broadband services. The decrease in legacy services revenues was driven by continuing declines in access, long-distance and local services volumes, and the implementation of the CAF order, as well as the substitution of cable, wireless, VoIP and other services for traditional voice telecommunications services.
Segment Expenses
Wholesale markets expenses, exclusive of Legacy Qwest and Legacy Savvis expenses, decreased $78 million, or 7.6%, for the year ended December 31, 2012 as compared to 2011. The decrease in Legacy CenturyLink wholesale markets expenses was primarily due to a lower allocation of fleet and network real estate expenses due to the above-described updated expense allocation methodology and to reductions in employee related expenses.
Enterprise Markets—Network
The operations of our enterprise markets—network segment have been impacted by several significant trends, including those described below.
| • | | Strategic services.Our mix of total segment revenues continues to migrate from legacy services to strategic services as our enterprise and government customers increasingly demand customized and integrated data, Internet and voice services. We offer to our enterprise customers diverse combinations
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| of products and services such as private line, MPLS and VoIP services. We believe these services afford our customers more flexibility in managing their communications needs and enable us to improve the effectiveness and efficiency of their operations. Although we are experiencing price compression on our strategic services due to competition, we expect overall revenues from these services to grow;
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| • | | Legacy services.We face intense competition with respect to our legacy services and continue to see customers migrating away from these services into strategic services. In addition, our legacy services revenues have been, and we expect they will continue to be, adversely affected by access line losses and price compression;
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| • | | Data integration.We expect both data integration revenue and the related costs will fluctuate from quarter to quarter as this offering tends to be more sensitive than others to changes in the economy and in spending trends of our federal government customers. In addition, changes to our compensation programs, which focus on higher margin strategic services, could negatively impact data integration revenues; and
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| • | | Operating efficiencies.We continue to evaluate our operating structure and focus. This involves balancing our segment workforce in response to our productivity improvements while achieving operational efficiencies and improving our processes through automation. We also expect our enterprise markets—networkconsumer segment to benefit indirectly from enhanced efficiencies in our company-wide network operations.
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The following table summarizestables summarize the results of operations from our enterprise markets—networkconsumer segment: | | | | Enterprise Markets—Network Segment | | | Consumer | | | | | Years Ended
December 31, | | Increase / (Decrease) | | | Years Ended
December 31, | | Increase /
(Decrease) | | | %
Change | | | | | 2012 | | 2011 | | CenturyLink | | Qwest | | | Savvis | | | Total | | | 2014 | | 2013 | | | | | (Dollars in millions) | | | (Dollars in millions) | | | | Segment revenues: | | | | | | | | | | | | | | | | | | | | | Strategic services | | $ | 1,344 | | | | 967 | | | | 56 | | | | 314 | | | | 7 | | | | 377 | | | $ | 2,850 | | | | 2,650 | | | | 200 | | | | 8 | % | Legacy services | | | 867 | | | | 690 | | | | (21 | ) | | | 198 | | | | — | | | | 177 | | | | 3,140 | | | | 3,349 | | | | (209 | ) | | | (6 | )% | Data integration | | | 398 | | | | 276 | | | | 38 | | | | 84 | | | | — | | | | 122 | | | | 4 | | | | 5 | | | | (1 | ) | | | (20 | )% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total revenues | | | 2,609 | | | | 1,933 | | | | 73 | | | | 596 | | | | 7 | | | | 676 | | | | 5,994 | | | | 6,004 | | | | (10 | ) | | | — | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Segment expenses: | | | | | | | | | | | | | | | | | | | | | Direct | | | 781 | | | | 568 | | | | 33 | | | | 180 | | | | — | | | | 213 | | | Allocated | | | 1,110 | | | | 882 | | | | (40 | ) | | | 261 | | | | 7 | | | | 228 | | | | | | | | | | | | | | | | | | | | | | | Total expenses | | | 1,891 | | | | 1,450 | | | | (7 | ) | | | 441 | | | | 7 | | | | 441 | | | | 2,420 | | | | 2,359 | | | | 61 | | | | 3 | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Segment income | | $ | 718 | | | | 483 | | | | 80 | | | | 155 | | | | — | | | | 235 | | | $ | 3,574 | | | | 3,645 | | | | (71 | ) | | | (2 | )% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Segment margin percentage | | | 28 | % | | | 25 | % | | | | | | | | | | | 60 | % | | | 61 | % | | | | |
| | | | | | | | | | | | | | | | | | | | Consumer | | | | | Years Ended
December 31, | | | Increase /
(Decrease) | | | %
Change | | | | | 2013 | | | 2012 | | | | | | | (Dollars in millions) | | | | | Segment revenues: | | | | | | | | | | | | | | | | | Strategic services | | $ | 2,650 | | | | 2,475 | | | | 175 | | | | 7 | % | Legacy services | | | 3,349 | | | | 3,682 | | | | (333 | ) | | | (9 | )% | Data integration | | | 5 | | | | 7 | | | | (2 | ) | | | (29 | )% | | | | | | | | | | | | | | | | | | Total revenues | | | 6,004 | | | | 6,164 | | | | (160 | ) | | | (3 | )% | | | | | | | | | | | | | | | | | | Segment expenses: | | | | | | | | | | | | | | | | | Total expenses | | | 2,359 | | | | 2,418 | | | | (59 | ) | | | (2 | )% | | | | | | | | | | | | | | | | | | Segment income | | $ | 3,645 | | | | 3,746 | | | | (101 | ) | | | (3 | )% | | | | | | | | | | | | | | | | | | Segment margin percentage | | | 61 | % | | | 61 | % | | | | | | | | |
Segment IncomeRevenues The acquisition of Qwest on April 1, 2011 substantially increased the scale of our enterprise markets—networkConsumer segment resulting in an increase of $235revenues decreased by $10 million, in segment incomeor less than 1%, for the year ended December 31, 2012 as compared to 2011. Segment income for our Legacy CenturyLink operations increased $80 million for the year ended December 31, 2012 as compared to 2011, primarily reflecting an increase in revenues.
Segment Revenues
Excluding revenues attributable to the Legacy Qwest and Legacy Savvis acquisitions, enterprise markets—network segment revenues increased by $73 million for the year ended December 31, 20122014 as compared to the year ended December 31, 2011. The increase was primarily due to growth in strategic services revenues from
increased volumes of MPLS services2013 and increased data integration revenues from maintenance and installation of customer premise equipment. Lower revenues from legacy services were driven by access line losses and price compression partially offset the increases in strategic services revenues and data integration revenues.
Segment Expenses
Enterprise markets—network segment expenses, exclusive of Legacy Qwest and Legacy Savvis expenses, decreased by $7$160 million, or 3%, for the year ended December 31, 20122013 as compared to the year ended December 31, 20112012. The increase in strategic services revenues for both periods was due primarily to increases in the number of our facilities-based video customers and increases in the number of broadband subscribers, as well as from price increases on various services. The decline in legacy services revenues for both periods was primarily due to decreased allocateddeclines in local and long-distance service volumes associated with access line losses resulting from the competitive and technological changes described above, offset in part by increases in access recovery charges.
Segment Expenses Consumer segment expenses partially offsetincreased by increased direct expenses. Allocated expenses decreased$61 million, or 3%, for the year ended December 31, 2012 due to lower allocation of fleet and network real estate expenses due to the above-described updated expense allocation methodology. The increase in direct expenses was primarily due to increased maintenance and installation costs associated with customer premise equipment, partially offset by decreases in employee related expenses. Enterprise Markets—Data Hosting
The operations of our enterprise markets—data hosting segment is largely comprised of the operations of our Legacy Savvis services for periods after the July 15, 2011 acquisition date, which have been impacted by significant trends, including those described below.
| • | | Colocation.Colocation is designed for clients seeking data center space and power for their server and networking equipment needs. Our data centers provide our domestic and international clients with a secure, high-powered, purpose-built location for their IT equipment. We anticipate continued pricing pressure for these services as wholesale vendors enter the enterprise colocation market; however, we believe that our combination of global data center assets, operational expertise and broad range of services strengthens our competitive position;
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| • | | Managed hosting.Our managed hosting services provide a fully managed solution for a customer’s IT infrastructure and network needs, and include dedicated and cloud hosting services, utility and computing storage, consulting and managed security services. We expect increasing pricing pressure on the managed hosting business from competing cloud hosting offerings. However, we remain focused on expanding our managed hosting business, specifically in our cloud hosting offerings, which we believe is a key to growth. We believe that we have continued to strengthen our position in the cloud hosting market by adding differentiating features to our cloud hosting products; and
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| • | | Operating efficiencies.We continue to evaluate our operating structure and focus. This involves balancing our segment workforce in response to our workload requirements, productivity improvements and changes in industry, competitive, technological and regulatory conditions.
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The following table summarizes the results of operations from our enterprise markets—data hosting segment:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Enterprise Markets—Data Hosting Segment | | | | | Years Ended
December 31, | | | Increase / (Decrease) | | | | | 2012 | | | 2011 | | | CenturyLink | | | Qwest | | | Savvis | | | Total | | | | | (Dollars in millions) | | Segment revenues: | | | | | | | | | | | | | | | | | | | | | | | | | Strategic services | | $ | 1,114 | | | | 490 | | | | 50 | | | | 8 | | | | 566 | | | | 624 | | | | | | | | | | | | | | | | | | | | | | | | | | | Total revenues | | | 1,114 | | | | 490 | | | | 50 | | | | 8 | | | | 566 | | | | 624 | | | | | | | | | | | | | | | | | | | | | | | | | | | Segment expenses: | | | | | | | | | | | | | | | | | | | | | | | | | Direct | | | 940 | | | | 415 | | | | 56 | | | | 11 | | | | 458 | | | | 525 | | Allocated | | | (72 | ) | | | (46 | ) | | | 1 | | | | (10 | ) | | | (17 | ) | | | (26 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Total expenses | | | 868 | | | | 369 | | | | 57 | | | | 1 | | | | 441 | | | | 499 | | | | | | | | | | | | | | | | | | | | | | | | | | | Segment income | | $ | 246 | | | | 121 | | | | (7 | ) | | | 7 | | | | 125 | | | | 125 | | | | | | | | | | | | | | | | | | | | | | | | | | | Segment margin percentage | | | 22 | % | | | 25 | % | | | | | | | | | | | | | | | | |
Segment Income
The acquisition of Savvis on July 15, 2011 substantially increased the scale of our enterprise markets—data hosting segment, resulting in an increase of $125 million in our segment income for the year ended December 31, 20122014 as compared to the year ended December 31, 2011.
Segment Revenues
Savvis operations accounted2013 primarily due to increases in marketing and advertising expenses, Prism TV content costs resulting from subscriber growth in our Prism TV markets and the number of modems shipped for 97% of our enterprise markets—data hostingPrism customer premise equipment, which were partially offset by reductions in employee-related costs and facility costs. Consumer segment revenuesexpenses decreased by $59 million, or 2%, for the year ended December 31, 2012. Growth in strategic services is driven by roughly equivalent increases in both colocation and managed hosting.
Segment Expenses
Excluding the expenses attributable to the Legacy Qwest and Legacy Savvis acquisitions, enterprise markets—data hosting segment direct expenses increased for the year ended December 31, 20122013 as compared to the year ended December 31, 20112012 primarily due to decreases in bad debt expense, salaries and wages and facility costs, partially offset by increases in salariesPrism TV content costs resulting from subscriber growth and benefits causedexternal commissions.
Segment Income Consumer segment income decreased by a higher headcount and an increase in facility costs. Due to the continuing use of Legacy Savvis accounting systems, the direct expenses of our enterprise markets—data hosting segment includes certain data communication, operational, and selling, general, and administrative costs that are allocated to our other three segments and are offset by corporate allocated expenses which resulted in a negative net allocation impact.
Other Operational Matters
Approximately 26% of our employees are subject to collective bargaining agreements that expired on October 6, 2012. We are currently negotiating the terms of new agreements. In the meantime, the predecessor agreements have been extended, and the applicable unions have agreed to provide us with at least 24 hour advance notice before terminating those predecessor agreements. If we fail to extend$71 million, or renegotiate our collective bargaining agreements with our labor unions, or if our unionized employees were to engage in a strike or other work stoppage, our business and operating results could be materially harmed. See “Risk Factors—Other Risks Affecting Our Business” in Item 1A of our Annual Report on Form 10-K2%, for the year ended December 31, 2012. To help mitigate this potential risk, we have established contingency plans2014 as compared to the year ended December 31, 2013 primarily due to customers migrating from legacy services to lower margin strategic services, which caused our segment expenses to increase at a faster pace than segment revenues. Consumer segment income decreased by $101 million, or 3%, for the year ended December 31, 2013 as compared to the year ended December 31, 2012 primarily due to a decline in which we would assign trained, non-represented employees to cover jobs for represented employees in the event of a work stoppage to provide continuity for our customers.total revenues.
Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in accordance with accounting principles that are generally accepted in the United States. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of our assets, liabilities, revenues and expenses. We have identified certain policies and estimates as critical to our business operations and the understanding of our past or present results of operations related to (i) business combinations; (ii) goodwill, customer relationships and other intangible assets; (iii)(ii) property, plant and equipment; (iv)(iii) pension and post-retirement benefits; (v)(iv) loss contingencies and litigation reserves; and (vi)(v) income taxes. These policies and estimates are considered critical because they had a material impact, or they have the potential to have a material impact, on our consolidated financial statements and because they require us to make significant judgments, assumptions or estimates. We believe that the estimates, judgments and assumptions made when accounting for the items described below arewere reasonable, based on information available at the time they are made. However, there can be no assurance that actual results will not differ from those estimates. Business Combinations
We have accounted for our acquisitions of Qwest on April 1, 2011 and Savvis on July 15, 2011 under the acquisition method of accounting, whereby the tangible and separately identifiable intangible assets acquired and liabilities assumed are recognized at their estimated fair values at the acquisition date. The portion of the purchase price in excess of the estimated fair value of the net tangible and separately identifiable intangible assets acquired represents goodwill. The estimates of fair value and resulting allocation of the purchase price related to our acquisitions of Qwest and Savvis involved significant estimates and judgments by our management. In arriving at the fair values of assets acquired and liabilities assumed, we considered the following generally accepted valuation approaches: the cost approach, income approach and market approach. Our estimates also included assumptions about projected growth rates, cost of capital, effective tax rates, tax amortization periods, technology life cycles, the regulatory and legal environment and industry and economic trends. Small changes in the underlying assumptions could impact the estimates of fair value by material amounts, which could in turn materially impact our results of operations.
Goodwill, Customer Relationships and Other Intangible Assets We amortize customer relationships over primarily over an estimated life of 10 years to 12.515 years, using either the sum-of-the-years-digits or the straight-line methods, depending on the type of customer. We amortize capitalized software which consists primarily of assets obtained from the Qwest acquisition, using the straight-line method over estimated lives ranging up to seven years. Approximately7 years, except for approximately $237 million of our capitalized software costs, which represents costs to develop an integrated billing and customer care system andwhich is being amortized using the straight-line method over a 20 year period that began in 2004.period. We amortize trade names and patent assets predominantly using the sum-of-the-years digits over an estimated life of four years. Other intangible assets not arising from business combinations are initially recorded at cost. Where there are no legal, regulatory, contractual or other factors that would reasonably limit the useful life of an intangible asset, we classify the intangible asset as indefinite-lived and such intangible assets are not amortized. We periodicallyannually review the estimated lives and methods used to amortize our other intangible assets. The amount of future amortization expense may differ materially from current amounts, depending on the results of our periodicannual reviews. Our long-lived intangible assets with indefinite lives are tested for impairment annually, or, under certain circumstances, more frequently, such as when events or circumstances indicate there may be an impairment. These assets are carried at historical cost if their estimated fair value is greater than their carrying amounts. However, if their estimated fair value is less than the carrying amount, other indefinite-lived intangible assets are reduced to their estimated fair value through an impairment charge to our consolidated statements of operations. We early adopted the provisions of Accounting Standards Update (“ASU”) 2012-2, Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, during the fourth quarter of 2012, which allows us the option to first review qualitative factors to determine the likelihood of whether the indefinite-lived intangible asset is impaired before performing a qualitative impairment test. Under this approach, if we determine that it is more likely than not that the indefinite-lived intangible asset is impaired, we will be required to compute and compare the fair value of the indefinite-lived intangible asset to its carrying amount to determine and measure the impairment loss, if any. We completed our qualitative assessment as of December 31, 2012 and concluded it is not more likely than not that our indefinite-lived intangible assets are impaired; thus, no impairment charge was recorded in 2012.
Our goodwill was derived from numerous acquisitions where the purchase price exceeded the fair value of the net assets acquired. For more information on our recent acquisitions and resulting fair values, see Note 2—Acquisitions to the consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2012. We are required to reassign goodwill to reporting units each time we reorganize our internal reporting structure which causes a change in the composition of our operating segments. Goodwill is reassignedreporting units. We assign goodwill to the reporting units using a relative fair value allocation approach. We utilize the trailing twelve months earnings before interest, taxtaxes, depreciation and depreciationamortization as our allocation methodology as it represents a reasonable proxy for the fair value of the operations being reorganized. We have attributed our goodwill balance to our segments at December 31, 2012 as follows:
| | | | | | | | (Dollars in millions) | | Regional markets | | $ | 15,170 | | Wholesale markets | | | 3,283 | | Enterprise markets—network | | | 1,788 | | Enterprise markets—data hosting | | | 1,491 | | | | | | | Total goodwill | | $ | 21,732 | | | | | | |
The use of other fair value assignment methods could result in materially different results. For additional information on the AprilNovember 1, 20122014 reorganization of our segments, see Note 13—12—Segment Information to theour consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2012.2014. We are required to testassess goodwill for impairment at least annually, or more frequently if events or a change in circumstances indicate that an impairment may have occurred. We are required to write-down the value of goodwill in periods in which the recorded amount of goodwill exceeds the implied fair value.value of goodwill. Our reporting units which we refer to as our segments, are not discrete legal entities with discrete financial statements. Our assets and liabilities are employed in and relate to the operations of multipleour reporting units. Therefore, each time we perform goodwill impairment analysis on a reporting unit, we estimate the equity carrying value and future cash flows ofmust be estimated each oftime a goodwill impairment analysis is performed on a reporting unit. As a result, our segmentsassets, liabilities and cash flows are assigned to reporting units using reasonable and consistent allocation methodologies. Certain estimates, judgments and assumptions are required to perform these allocations.assignments. We believe these estimates, judgments and assumptions to be reasonable, but slight changes in many of these can significantly affect each reporting unit’s equity carrying value and future cash flows utilized for our goodwill impairment test. OurFor 2014, our annual measurementassessment date for testing goodwill impairment is September 30. was October 31. As of September 30, 2012,October 31, 2014, we tested for goodwill impairment onassessed our reporting units, which were our then four operatingreportable segments (regional markets,at such date (business, consumer, wholesale markets, enterprise markets—network and enterprise markets—data hosting) that we recognized following our internal reorganization earlier in 2012. In the third quarter of 2011, we adopted the provisions of ASU 2011-08, Testing Goodwill for Impairment, which permits us to make a qualitative assessment of whether it is more likely than not that a reporting unit’s estimated fair value is less than its carrying amount before applying the two-step goodwill impairment test, which requires us (i) in step one, to identify potential impairments by comparing the estimated fair value of a reporting unit against its carrying value and (ii) in step two, to quantify any impairment identified in step one. At September 30, 2012, as a result of the April 1, 2012 internal reorganization of our four segments we did not have a baseline valuation to perform a qualitative assessment. We estimated the fair value of our four segments using an equal weighting based on a market approach and a discounted cash flow method. The market approach includes the use of comparable multiples of publicly traded companies whose services are comparable to ours. The discounted cash flow method is based on the present value of projected cash flows and a terminal value, which represents the expected normalized cash flows of the segments beyond the cash flows from the discrete nine-year projection period. We discounted the estimated cash flows for our regional markets, wholesale markets, and enterprise markets—network segments using a rate that represents a market participant’s weighted average cost of capital, which we determined to be approximately 6.0% as of the measurement date (which was comprised of an after-tax cost of debt of 3.2% and a cost of equity of 8.4%). We discounted the estimated cash flows of our enterprise markets—data hosting segment using a rate that represents a market participant’s estimated weighted average cost of capital, which we determined to be approximately 11.0% as of the measurement date (which was comprised of an after-tax cost of debt of 3.2% and a cost of equity of 12.0%). We also reconciled the estimated fair values of the segments to our market capitalization as of September 30, 2012 and concluded that the indicated implied control premium of approximately 14% was reasonable based on recent transactions in the market place. Based on our analysis performed with respect to our reporting units described above, we concluded that our goodwill was not impaired as of September 30, 2012.
As of September 30, 2012, based on our analysis performed with respect to our four reporting units, the estimated fair value of our business and wholesale reporting units was substantially in excess of our carrying value of equity and the estimated fair value of our consumer and hosting reporting units exceeded our carrying value of equity for our regional markets, wholesale markets, enterprise markets—networkby 8% and enterprise markets—data hosting segments by 19%, 130%, 78% and 10%12%, respectively.
For additional information on our goodwill balances by segment, see Note 2—Goodwill, Customer Relationships and Other Intangible Assets in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2014. We may be required to assess our goodwill for impairment before our next required testingassessment date of September 30, 2013October 31, 2015 under certain circumstances, including any failure ofto meet our forecasted future operating results to meet forecasted expectations or any significant increases in our weighted average cost of capital. In addition, we cannot assure that adverse conditions will not trigger future goodwill impairment testingassessments or an impairment charge.charges. A number of factors, many of which we have no ability tocannot control, could affect our financial condition, operating results and business prospects and could cause our actual results to differ from the estimates and assumptions we employed in our goodwill impairment testing.assessment. These factors include, but are not limited to, (i) further weakening in the overall economy; (ii) a significant decline in our stock price and resulting market capitalization; (iii) changes in the discount rate;rate we use in our testing; (iv) successful efforts by our competitors to gain market share in our markets; (v) adverse changes as a result of regulatory or legislative actions; (vi) a significant adverse change in our legal factorsaffairs or in the overall business climate; and (vii) recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of our reporting units. For additional information, see “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2012.segments. We will continue to monitor certain events that impact our operations to determine if an interim assessment of goodwill impairment should be performed prior to the next required testingassessment date of September 30, 2013.October 31, 2015. Property, Plant and Equipment Property, plant and equipment acquired in connection with our acquisitions was recorded based on its estimated fair value as of its acquisition date. Property,date, plus the estimated value of any associated legally or contractually required asset retirement obligation. Purchased and constructed property, plant and equipment purchased subsequent to our acquisitions is recorded at cost, plus the estimated value of any associated legally or contractually required asset retirement obligation. Renewals and betterments of plant and equipment are capitalized while repairs, as well as renewals of minor items, are charged to operating expense. Depreciation of property, plant and equipment is provided on the straight-line method using class or overall group rates. The group method provides for the recognition of the remaining net investment, less anticipated net salvage value, over the remaining useful life of the assets. This method requires the periodic revision of depreciation rates. Normal retirements of property, plant and equipment are charged against accumulated depreciation, with no gain or loss recognized. Other types of property, plant and equipment are stated at cost and, when sold or retired, a gain or loss is recognized. We depreciate such property on the straight-line method over estimated service lives ranging from 3 to 45 years. We perform annual internal reviews to evaluate the reasonableness of the depreciable lives for our property, plant and equipment. Our reviews utilize models that take into account actual usage, physical wear and tear, replacement history, assumptions about technology evolution and, in certain instances, actuarially determined probabilities to estimate the remaining life of our asset base. Due to rapid changes in technology and the competitive environment, selectingdetermining the estimated economic life of telecommunications plant, equipment and software requires a significant amount of judgment. We regularly review data on utilization of equipment, asset retirements and salvage values to determine adjustments to our depreciation rates. The effect of a hypothetical one year increase or decrease in the estimated remaining useful lives of our property, plant and equipment would have decreased depreciation expense by approximately $460$440 million annually or increased depreciation expense by approximately $650$630 million annually, respectively. We review long-lived assets, other than goodwill and other intangible assets with indefinite lives, for impairment whenever facts and circumstances indicate that the carrying amounts of the assets may not be recoverable. For measurement purposes, long-lived assets are grouped with other assets and liabilities at the
lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, absent a material change in operations. An impairment loss is recognized only if the carrying amount of the asset group is not recoverable and exceeds its fair value. Recoverability of the asset group to be held and used is measured by comparing the carrying amount of the asset group to the estimated undiscounted future net cash flows expected to be generated by the asset group. If the asset group’s carrying value is not recoverable, an impairment charge is recognized for the amount by which the carrying amount of the asset group exceeds its fair value. We determine fair values by using a combination of comparable market values and discounted cash flows, as appropriate. During 2012, we did not incur changes in events or circumstances that would indicate that the carrying amounts of our long-lived assets, other than goodwill and other intangible assets with indefinite lives, may not be recoverable. As a result, no impairment charge was recorded in 2012.
Pension and Post-RetirementPost-retirement Benefits We sponsor severala noncontributory qualified defined benefit pension plansplan (referred to as our pension plans)plan) for a substantial portion of our employees. In addition to thesethis tax “qualified”qualified pension plans,plan, we also maintain several non-qualified pension plans for certain eligible highly compensated employees. We also maintain post-retirement benefit plans that provide health care and life insurance benefits for certain eligible retirees. On December 31, 2014, we merged our existing qualified pension plans, which included merging the Qwest Pension Plan and the Embarq Retirement Pension Plan into the CenturyLink Retirement Plan. The CenturyLink Retirement Plan was renamed the CenturyLink Combined Pension Plan. Pension and post-retirement health care and life insurance benefits attributedIn 2014, approximately 16% of the pension plan’s January 1, 2014 net actuarial loss balance of $1.1 billion was subject to eligible employees’ service during the year,amortization as well as interest on benefit obligations, are accrued currently. Pension and post-retirement benefit expenses are recognized over the period in which the employee renders service and becomes eligible to receive benefits as determined using the projected unit credit method. Pension prior service costs and certain actuarial gains and losses are recognized as componentsa component of net periodic expense over the average remaining service period of participating employees expected to receive benefits. Post-retirement healthcare prior service costs are recognizedbenefits, which ranges from 8 to 9 years for the plans. The other 84% of the pension plan’s beginning net actuarial loss balance was treated as componentsindefinitely deferred during 2014. The entire beginning net actuarial loss of $37 million for the post-retirement benefit plans was treated as indefinitely deferred during 2014.
In 2013, approximately 33% of the pension plans’ January 1, 2013 net actuarial loss balance of $2.2 billion was subject to amortization as a component of net periodic expense over the average remaining service period of participating employees expected to receive benefits, which ranges from 8 to 12 years to fullfor the plans. The other 67% of the pension plans’ beginning net actuarial loss balance was treated as indefinitely deferred during 2013. The entire beginning net actuarial loss of $446 million for the post-retirement benefit eligibility for active employees. Certain post-retirement actuarial gains or losses are amortized on a straight-line basis over the average expected future working lifetime of active employees.plans was treated as indefinitely deferred during 2013. In computing the pension and post-retirement health care and life insurance benefits expensesbenefit obligations, our most significant assumptions we make are the discount rate and obligations,mortality rates. In computing the periodic pension and post-retirement benefit expense, the most significant assumptions we make includeare the discount rate and the expected rate of return on plan assets, health care trend rates and our evaluation of the legal basis for plan amendments. The plan benefits covered by collective bargaining agreements as negotiated with our employees’ unions can also significantly impact the amount of expense, benefit obligations and pension assets that we record.assets. The discount rate for each plan is the rate at which we believe we could effectively settle the plan’s benefit obligations as of the end of the year. We selected theeach plan’s discount rate based on a cash flow matching analysis using hypothetical yield curves developed by an actuarial firm from U.S. corporate bonds rated high quality and projections of the future benefit payments that constitute the projected benefit obligation for the plans. This process establishes the uniform discount rate that produces the same present value of the estimated future benefit payments as is generated by discounting each year’s benefit payments by a spot rate applicable to that year. The spot rates used in this process are derived from a yield curve created from yields on the 60th to 90th percentile of U.S. high quality bonds. Mortality rates help predict the expected life of plan participants and are based on historical demographic studies by the Society of Actuaries. In 2014, the Society published new mortality rate tables reflecting increases in the projected life expectancies of North Americans since its publications of earlier tables. We adopted the new tables immediately. This resulted in an increase to the projected benefit obligation of approximately $1.3 billion for our pension and post-retirement benefit plans and is expected to result in additional expense of approximately $159 million in 2015. The expected rate of return on plan assets is the long-term rate of return we expect to earn on the plans’ assets in the future. The rate of return is determined by the strategic allocation of plan assets and the long-term risk and return forecast for each asset class. The forecasts for each asset class are generated primarily from an analysis of the long-term expectations of various third party investment management organizations.organizations to which we then add a factor of 50 basis points to reflect the benefit we expect to result from our active management of the assets. The expected rate of return on plan assets is reviewed annually and revised, as necessary, to reflect changes in the financial markets and our investment strategy. To compute the expected return on pension and post-retirement benefit plan assets, we apply an expected rate of return to the fair value of the pension plan assets and to the fair value of the post-retirement benefit plan assets adjusted for contribution timing and for projected benefit payments to be made from the plan assets. Annual market volatility for these assets is reflected in subsequent years’the net periodic combined benefits expense.actuarial losses. Changes in any of the above factors could significantly impact operating expenses in the consolidated statements of operations and other comprehensive (loss) income in the consolidated statements of comprehensive (loss) income as well as the value of the liability and accumulated other comprehensive income (loss)loss of stockholders’ equity on our consolidated balance sheets. The expected return on plan assets is reflected as a reduction to our pension and post-retirement benefit expense. If our assumed expected rates of return for 20122014 were 100 basis points lower, our qualified pension and post-retirement benefit expenses for 2014 would have increased by $118$59 million. If our assumed discount rates for 20122014 were 100 basis points lower, our qualified pension and post-retirement benefit expenses for 2014 would have increaseddecreased by $78$12 million and our projected benefit obligation for 2014 would have increased by approximately $2.2$2.3 billion. An increase of 100 basis points Loss Contingencies and Litigation Reserves We are involved in the initial healthcare cost trend rate would have increasedseveral material legal proceedings, as described in more detail in Note 14—Commitments and Contingencies to our post-retirement benefit expense by $11 million and increased our projected post-retirement benefit obligation by $77 million. The trusts for the pension and post-retirement benefits plans hold investments in equities, fixed income, real estate and other assets such as private equity assets. The assets held by these trusts are reflected at estimated fair value as of December 31, 2012. For additional information on our trust investments, see Note 8—Employee Benefits to the consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2012.
Loss Contingencies and Litigation Reserves
We are involved in several material legal proceedings, as described in more detail in “Legal Proceedings” in Item 3 of our Annual Report on Form 10-K for the year ended December 31, 2012.2014. We assess potential losses in relation to these and other pending or threatened tax and legal matters. For matters not related to income taxes, if a loss is considered probable and the amount can be reasonably estimated, we recognize an expense for the estimated loss. To the extent these estimates are more or less than the actual liability resulting from the resolution of these matters, our earnings will be increased or decreased accordingly. If the differences are material, our consolidated financial statements could be materially impacted. If a loss is considered reasonably possible, we disclose the estimate of the potential loss if material but we do not recognize any expense for the potential loss.
For matters related to income taxes, if we determine in our judgment that if the impact of an uncertain tax position is more likely than not to be sustained upon audit by the relevant taxing authority, then we recognize in our financial statements a benefit for the largest amount that is more likely than not to be sustained. No portion of an uncertain tax position will be recognized if we determine in our judgment that the position has less than a 50% likelihood of being sustained. Though the validity of any tax position is a matter of tax law, the body of statutory, regulatory and interpretive guidance on the application of the law is complex and often ambiguous. Because of this, whether a tax position will ultimately be sustained may be uncertain. The overall tax liability recorded for uncertain tax positions as of the successor dates of December 31, 2012 and December 31, 2011,2014, considers the anticipated utilization of any applicable tax credits and net operating losses (“NOLs”).NOLs. Income Taxes Our provision for income taxes includes amounts for tax consequences deferred to future periods. We record deferred income tax assets and liabilities reflecting future tax consequences attributable to tax net operating losses, or NOLs, tax credit carryforwards and differences between the financial statement carrying value of assets and liabilities and the tax bases of those assets and liabilities. Deferred taxes are computed using enacted tax rates expected to apply in the year in which the differences are expected to affect taxable income. The effect on deferred income tax assets and liabilities of a change in tax rate is recognized in earnings in the period that includes the enactment date. The measurement of deferred taxes often involves the exercise of considerable judgment related to the realization of tax basis. Our deferred tax assets and liabilities reflect our assessment that tax positions taken in filed tax returns and the resulting tax basis, are more likely than not to be sustained if they are audited by taxing authorities. Also, assessing tax rates that we expect to apply and determining the years when the temporary differences are expected to affect taxable income requires judgment about the future apportionment of our income among the states in which we operate. Any changes in our practices or judgments involved in the measurement of deferred tax assets and liabilities could materially impact our financial condition or results of operations. We recordIn connection with recording deferred income tax assets and liabilities, as described above. Valuationwe establish valuation allowances are established when necessary to reduce deferred income tax assets to amounts that we believe are more likely than not to be recovered.realized. We evaluate our deferred tax assets quarterly to determine whether adjustments to our valuation allowance are appropriate in light of changes in facts or circumstances, such as changes in tax law, interactions with taxing authorities and developments in case law. In making this evaluation, we rely on our recent history of pre-tax earnings. We also rely on our forecasts of future earnings estimatedand the nature and timing of future deductions and benefits represented by the deferred tax assets, and our forecasts of future earnings, the latter two ofall which involve the exercise of significant judgment. At December 31, 2012,2014, we established a valuation allowance of $281$409 million, primarily related to state NOLs, as it is more likely than not that this amountthese NOLs will not be utilized prior to expiration.expire unused. If forecasts of future earnings and the nature and estimated timing of future deductions and benefits change in the future, we may determine that a valuation allowance for certain deferred tax assets is appropriate, which could materially impact our financial condition or results of operations. See Note 12—11—Income Taxes to theour consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 20122014 for additional information.
LIQUIDITY AND CAPITAL RESOURCES Overview At December 31, 2012,2014, we held cash and cash equivalents of $211$128 million and we had $1.180approximately $1.3 billion of borrowing capacity available under our $2$2.0 billion revolving credit facility (referred to, as amended, as our “Credit Facility”, which is described further below). At December 31, 2012,2014, cash and cash equivalents of $58 million were held in foreign bank accounts for the purpose of funding our foreign operations. Repatriation of someDue to various factors, our access to foreign balancescash is generally much more restricted by local law and subjectthan our access to United States federal income taxes, less applicable foreign tax credits. Excluding cash used for acquisitions, we have generally relied on cash generated by operationsdomestic cash. In connection with our budgeting process in early 2015, our executive officers and our Credit FacilityBoard of Directors reviewed our sources and potential uses of cash over the next several years, including among other things the previously-disclosed effect of the anticipated depletion of our federal net operating loss carryforwards during 2015. Based on our current capital allocation objectives, during 2015 we anticipate expending approximately $3.0 billion of cash for capital investment in property, plant and equipment and up to fund$1.2 billion for dividends on our operatingcommon stock, based on the current annual common stock dividend rate of $2.16 and the current number of outstanding common shares. We have debt maturities of approximately $442 million, scheduled debt principal payments of approximately $22 million, and scheduled capital expenditureslease and other obligation payments of approximately $86 million due during 2015. We also anticipate expending cash requirements.for repurchasing common stock, but the amount will largely depend on market conditions. At December 31, 2012, we had a working capital deficitWe will continue to monitor our future sources and uses of $982 million, reflecting current liabilities of $4.595 billioncash, and current assets of $3.613 billion, compared to negative working capital of $500 million at December 31, 2011. The unfavorable change in our working capital position is primarily due to an increase in current maturities of long-term debt of $725 million, partially offset by a decrease in accounts payable of $193 million. We anticipate that our existing cash balances and net cash provided by operating activitieswe will enable us to meet our other current obligations, fund capital expenditures and pay dividendsmake adjustments to our shareholders.capital allocation strategies when, as and if determined by our Board of Directors. We also may draw onuse our Credit Facility
revolving credit facility as a source of liquidity if and when necessary. We currently expect to continue our current practice of paying quarterly cash dividends in respect of our common stock, subject to our board’s discretion to modify or terminate this practice at any time.
Credit Facilities
On April 6, 2012, we amended and restated our $1.7 billion revolving credit facility to increase the aggregate principal amount available to $2 billionfor operating activities and to extend the maturity dategive us additional flexibility to April 2017. This amended credit facility (the “Credit Facility”) has 18 lenders, with commitments ranging from $2.5 million to $181 million
and allows us to obtain revolving loans and to issue up to $400 million of letters of credit, which upon issuance reduce the amount available forfinance, among other extensions of credit. Interest is assessed on borrowings using either the LIBOR or the base rate (each as defined in the Credit Facility) plus an applicable margin between 1.25% and 2.25% per annum for LIBOR loans and 0.25% and 1.25% per annum for base rate loans depending on our then current senior unsecured long-term debt rating. Our obligations under the Credit Facility are guaranteed by two of our wholly-owned subsidiaries, Embarq and QCII, and one of QCII’s wholly-owned subsidiaries. In the event of a ratings decline below “investment grade” as defined, Savvis and its operating subsidiaries will become guarantors of the Credit Facility. At December 31, 2012, we had $820 million in borrowings and no amounts of letters of credit outstanding under the Credit Facility.
Under the Credit Facility, we, and our indirect subsidiary, Qwest Corporation, must maintain a debt to EBITDA (earnings before interest, taxes, depreciation and amortization, as defined in our Credit Facility) ratio of not more than 4.0:1.0 and 2.85:1.0, respectively, as of the last day of each fiscal quarter for the four quarters then ended. The Credit Facility also contains a negative pledge covenant, which generally requires us to secure equally and ratably any advances under the Credit Facility if we pledge assets or permit liens on our property for the benefit of other debtholders. The Credit Facility also has a cross payment default provision, and the Credit Facility and certain of our debt securities also have cross acceleration provisions. When present, these provisions could have a wider impact on liquidity than might otherwise arise from a default or acceleration of a single debt instrument. To the extent that our EBITDA (as defined in our Credit Facility) is reduced by cash settlements or judgments, including in respect of any of the matters discussed in Note 15—Commitments and Contingencies to the consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2012, our debt to EBITDA ratios under certain debt agreements will be adversely affected. This could reduce our financing flexibility due to potential restrictions on incurring additional debt under certain provisions of our debt agreements or, in certain circumstances, could result in a default under certain provisions of such agreements.
In April 2011, we entered into a $160 million uncommitted revolving letter of credit facility. At December 31, 2012, our outstanding letters of credit totaled $120 million under this facility.
Stock Repurchase Program
On February 13, 2013, we announced our board’s approval of a two-year program to repurchase up to an aggregate of $2.0 billion of our outstanding common stock. We expect to execute this share repurchase program primarily in open market transactions, subject to market conditions and other factors.
Debt and Other Financing Arrangements
Approximately $176 million of our CenturyLink, Inc. Series O 5.500% notes will mature on April 1, 2013, and $750 million of Qwest Corporation floating rate senior notes will mature on June 15, 2013. In addition, approximately $59 million of Embarq 6.875% notes and $50 million of Embarq 6.750% notes will mature on July 15, 2013 and August 15, 2013, respectively. Subject to market conditions, we expect to continue to issue debt securities from time to time in the future to refinance a substantial portion of our maturing debt, including issuing QC debt securities to refinance its maturing debt. The availability, interest rate and other terms of any new borrowings will depend on the ratings assigned to us and QC by credit rating agencies, among others factors.
Following our announcement on February 13, 2013 of changes inthings, our capital allocation plans, one credit agency downgraded CenturyLink’sinvestments, repayments of debt, credit ratings and another indicated that it has placed CenturyLink’s debt credit ratings under review for a downgrade. As of the date of our Annual Report on Form 10-K for the year ended December 31, 2012, the credit ratings for the senior unsecured debt of CenturyLink, Inc. and Qwest Corporation were as follows:
| | | | | Agency
| | CenturyLink, Inc. | | Qwest Corporation | Standard & Poor’s
| | BB | | BBB- | Moody’s Investors Service, Inc.
| | Baa3
(under review for
downgrade)
| | Baa3
(under review for
downgrade)
| Fitch Ratings
| | BB+ | | BBB- |
Additional downgrades of CenturyLink’s senior unsecured debt ratings could under certain circumstances incrementally increase the cost of our borrowing under the Credit Facilitypension contributions, dividends or require us to add a couple of additional subsidiary guarantors thereunder. In addition, the recent actions of the credit agencies, and any additional downgrades in the future, could impact our access to debt capital or further raise our borrowing costs. See “Risk Factors—Risks Affecting our Liquidity and Capital Resources” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2012.stock repurchases.
Future Contractual Obligations
The following table summarizes our estimated future contractual obligations as of December 31, 2012:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2013 | | | 2014 | | | 2015 | | | 2016 | | | 2017 | | | 2018 and
thereafter | | | Total | | | | | (Dollars in millions) | | Long-term debt, including current maturities and capital lease obligations | | $ | 1,205 | | | | 781 | | | | 545 | | | | 1,488 | | | | 2,313 | | | | 14,255 | | | | 20,587 | | Interest on long-term debt and capital leases(1) | | | 1,317 | | | | 1,279 | | | | 1,220 | | | | 1,148 | | | | 1,034 | | | | 14,397 | | | | 20,395 | | Operating leases | | | 297 | | | | 252 | | | | 219 | | | | 183 | | | | 156 | | | | 964 | | | | 2,071 | | Purchase commitments(2) | | | 213 | | | | 76 | | | | 53 | | | | 45 | | | | 41 | | | | 96 | | | | 524 | | Post-retirement benefit obligation | | | 74 | | | | 73 | | | | 72 | | | | 70 | | | | 68 | | | | 1,100 | | | | 1,457 | | Non-qualified pension obligations | | | 6 | | | | 5 | | | | 5 | | | | 5 | | | | 5 | | | | 22 | | | | 48 | | Unrecognized tax benefits(3) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 87 | | | | 87 | | Other | | | 14 | | | | 4 | | | | 5 | | | | 8 | | | | 11 | | | | 135 | | | | 177 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total future contractual obligations(4) | | $ | 3,126 | | | | 2,470 | | | | 2,119 | | | | 2,947 | | | | 3,628 | | | | 31,056 | | | | 45,346 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Actual interest paid in all years may differ due to future refinancing of debt. Interest on our floating rate debt was calculated for all years using the rates effective at December 31, 2012. |
(2) | We have various long-term, non-cancelable purchase commitments for advertising and promotion services, including advertising and marketing at sports arenas and other venues and events. We also have service related commitments with various vendors for data processing, technical and software support services. Future payments under certain service contracts will vary depending on our actual usage. In the table above we estimated payments for these service contracts based on the level of services we expect to receive. |
(3) | Represents the amount of tax and interest we would pay for our unrecognized tax benefits. Of our total balance of unrecognized tax benefits of $78 million and related estimated interest and penalties of $33 million, only $87 million would result in future cash payments if our tax positions were not upheld. The remaining $24 million is an unrecognized tax benefit in the form of a refund claim that, if not granted, would not result in a cash payment and therefore is not included in the table above. See Note 12—Income Taxes to the consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2012 for additional information. The timing of any payments for our unrecognized tax benefits cannot be predicted with certainty; therefore, such amount is reflected in the “2018 and thereafter” column in the above table. |
(4) | The table is limited to contractual obligations only and does not include: |
our open purchase orders as of December 31, 2012. These purchase orders are generally issued at fair value, and are generally cancelable without penalty;
other long-term liabilities, such as accruals for legal matters and other taxes that are not contractual obligations by nature. We cannot determine with any degree of reliability the years in which these liabilities might ultimately settle;
cash funding requirements for qualified pension benefits payable to certain eligible current and future retirees. Benefits paid by our qualified pension plans are paid through trusts. Cash funding requirements for these trusts are not included in this table as we are not able to reliably estimate required contributions to the trusts. Our funding projections are discussed further below;
certain post-retirement benefits payable to certain eligible current and future retirees. Not all of our post-retirement benefit obligation amount is a contractual obligation and only the portion that we believe is a contractual obligation is reported in the table. See additional information on our benefits plans in Note 8—Employee Benefits to the consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2012;
contract termination fees. These fees are non-recurring payments, the timing and payment of which, if any, is uncertain. In the ordinary course of business and to optimize our cost structure, we enter into contracts with terms greater than one year to use the network facilities of other carriers and to purchase other goods and services. Our contracts to use other carriers’ network facilities generally have no minimum volume requirements and are based on an interrelationship of volumes and discounted rates. Assuming we terminate these contracts in 2013, the contract termination fees would be approximately $495 million. Under the same assumption, termination fees for these contracts to purchase goods and services would be $31 million. In the normal course of business, we do not believe payment of these fees is likely; and
potential indemnification obligations to counterparties in certain agreements entered into in the normal course of business. The nature and terms of these arrangements vary. Historically, we have not incurred significant costs related to performance under these types of arrangements.
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 our service offerings. We evaluate capital expenditure projects based on a variety of factors, including expected strategic impacts (such as forecasted impact on revenue growth, operating, productivity, expense orexpenses, service impacts)levels and customer retention) and our expected return on investment. The amount of capital investment is influenced by, among other things, demand for our services and products, cash flow generated by operating activities, cash required for other purposes and regulatory considerations. WeBased on our current objectives, we estimate our total 20132015 capital expenditures to be approximately $2.85 billion to $3.05$3.0 billion. Our capital expenditures continue to be focused on our strategic services such as video, broadband, fiber to the tower, software development and managed hosting services. In particular, we expect to continue to focus on expanding our fiber infrastructure, including installations of “fiber to the tower,” which is a type of telecommunications network consisting of fiber-optic cables that run from a wireless carrier’s mobile telephone switching office to cellular towers to enable the delivery of higher bandwidth services supporting mobile technologies than would otherwise generally be available through a more traditional copper-based telecommunications network. For more information on capital spending, see Items 1 and 1A of our Annual Report on Form 10-K for the year ended December 31, 2012.2014. Debt and Other Financing Arrangements Approximately $350 million of CenturyLink, Inc. Series M 5.000% notes matured on February 17, 2015, and $92 million of our QC 7.625% senior notes will mature on June 15, 2015. On February 20, 2015, QC entered into a new credit agreement with several lenders that allows QC to borrow up to $100 million under a term loan. Under this new credit agreement, QC borrowed $100 million under a ten-year term note that expires on February 20, 2025. Subject to market conditions, we expect to continue to issue debt securities from time to time in the future to refinance a substantial portion of our maturing debt, including issuing Qwest Corporation debt securities to refinance its maturing debt to the extent feasible. The availability, interest rate and other terms of any new borrowings will depend on the ratings assigned to us and Qwest Corporation by credit rating agencies, among other factors. For further information on our debt maturities, see below “Future Contractual Obligations.” As of the date of our Annual Report on Form 10-K for the year ended December 31, 2014, the credit ratings for the senior unsecured debt of CenturyLink, Inc. and Qwest Corporation were as follows: | | | | | | | | | Agency | | CenturyLink, Inc. | | | Qwest Corporation | | Standard & Poor’s | | | BB | | | | BBB- | | Moody’s Investors Service, Inc. | | | Ba2 | | | | Baa3 | | Fitch Ratings | | | BB+ | | | | BBB- | |
Our credit ratings are reviewed and adjusted from time to time by the rating agencies, and downgrades of CenturyLink’s senior unsecured debt ratings could, under certain circumstances, incrementally increase the cost of our borrowing under the Credit Facility. Moreover, any downgrades of CenturyLink’s or Qwest Corporation’s senior unsecured debt ratings could impact our access to debt capital or further raise our borrowing costs. See “Risk Factors—Risks Affecting our Liquidity and Capital Resources” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014. Net Operating Loss Carryforwards We are currently using NOLs to offset our federal taxable income. At December 31, 2014, we had approximately $1.6 billion of federal net operating losses. Based on current laws and circumstances, including the statutory extension of allowing bonus depreciation for 2014, we now expect to deplete substantially all of these tax benefits during 2015. Once our NOLs are fully utilized, we expect that the amounts of our cash flows We have agreeddedicated to acceptthe payment of federal taxes will increase substantially. The amounts of those payments will depend upon many factors, including future earnings, tax law changes and future tax circumstances. Based on current laws and circumstances applied to estimates of 2015 earnings, we estimate our income tax liability related to 2015 to be between $300 million and $400 million. Approximately $275 million of this amount will be paid in early 2016 in accordance with federal tax installment provisions. For 2016, we estimate our income tax payments to be between $1.1 billion and $1.3 billion, which includes the installment payments of approximately $35$275 million related to our 2015 federal tax liability. Should bonus depreciation be extended for 2015, we estimate that our income tax liability for 2015 would be between $50 million and $100 million and for 2016 would be between $850 million and $1.0 billion. Approximately $300 million of the $902016 amount would be paid in early 2017 in accordance with federal tax installment provisions.
Dividends We currently expect to continue our current practice of paying quarterly cash dividends in respect of our common stock subject to our Board of Directors’ discretion to modify or terminate this practice at any time and for any reason. In early 2013, our Board of Directors approved a 25.5% reduction in our quarterly common stock dividend rate to $0.54 per share, which we believe increased our flexibility to balance our multiple objectives of managing our business, paying our fixed commitments and returning cash to our shareholders. Assuming continued payment at this rate of $0.54 per share, our total dividends paid each quarter would be approximately $307 million availablebased on our current number of outstanding shares (which does not reflect shares that we might repurchase or issue in future periods). See “Risk Factors—Risks Affecting Our Business” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014. Stock Repurchase Program In February 2014, our Board of Directors authorized a 24-month program to us from Phase 1 of the FCC’s Connect America Fund (“CAF”) established by Congress to help telecommunications carriers defray the cost of providing broadband access to remote customers. We intend to use the funds to deploy broadband service forrepurchase up to 45,000 homes in unserved rural areas principally in Colorado, Minnesota, New Mexico, Virginia and Washington. We determinedan aggregate of $1.0 billion of our outstanding common stock. This 2014 stock repurchase program took effect on May 29, 2014, immediately upon the completion of our predecessor 2013 stock repurchase program. For the year ended December 31, 2014, we repurchased 5.2 million shares for $200 million or an average purchase price of $38.40 per share under this 2014 stock repurchase program (excluding common shares that, restrictions on the use of these funds have made acceptance of additional CAF funds uneconomical. We have, however, filed with the FCC a waiver application, which, if granted, would allow us to deploy broadband services with CAF funds to approximately 60,000 more homes in high-cost unserved areas in our markets. We received approximately $32 million in CAF funds during 2012 and received approximately $3 million in January 2013. Pension and Post-retirement Benefit Obligations
We are subject to material obligations under our existing defined benefit pension plans and other post-retirement benefit plans. The accounting unfunded status as of December 31, 20122014, we had agreed to purchase under the program for an aggregate of $6 million in transactions that settled early in the first quarter of 2015). The repurchased common stock has been retired. As of February 20, 2015, we had repurchased 7.7 million shares for $298 million, or an average purchase price of $38.57 per share. We currently expect to continue purchasing shares under this 2014 program in open market transactions, subject to market conditions and other factors. As of December 31, 2014, we had approximately $800 million remaining available for stock repurchases under this 2014 stock repurchase program. For additional information on repurchases made during the quarter ended December 31, 2014, see Item 5 of our Annual Report on Form 10-K for the year ended December 31, 2014.
Credit Facilities On December 3, 2014, we amended our existing $2.0 billion revolving credit facility to extend the maturity date to December 3, 2019. The amended Credit Facility (the “Credit Facility”) has 16 lenders, with commitments ranging from $3.5 million to $198.5 million and allows us to obtain revolving loans and to issue up to $400 million of letters of credit, which upon issuance reduce the amount available for other extensions of credit. Interest is assessed on borrowings using either the LIBOR or the base rate (each as defined pension plansin the Credit Facility) plus an applicable margin between 1.00% and 2.25% per annum for LIBOR loans and 0.00% and 1.25% per annum for base rate loans depending on our then current senior unsecured long-term debt rating. Our obligations under the Credit Facility are guaranteed by nine of our subsidiaries. At December 31, 2014, we had $725 million in borrowings and no amounts of letters of credit outstanding under the Credit Facility. Under the Credit Facility, we, and our indirect subsidiary, Qwest Corporation, must maintain a debt to EBITDA (earnings before interest, taxes, depreciation and amortization, as defined in our Credit Facility) ratio of not more than 4.0:1.0 and 2.85:1.0, respectively, as of the last day of each fiscal quarter for the four quarters then ended. The Credit Facility also contains a negative pledge covenant, which generally requires us to secure equally and ratably any advances under the Credit Facility if we pledge assets or permit liens on our property for the benefit of other post-retirement benefit obligations were $2.6 billiondebtholders. The Credit Facility also has a cross payment default provision, and $3.4 billion, respectively. Seethe Credit Facility and certain of our debt securities also have cross acceleration provisions. When present, these provisions could have a wider impact on liquidity than might otherwise arise from a default or acceleration of a single debt instrument. To the extent that our EBITDA (as defined in our Credit Facility) is reduced by cash settlements or judgments, including in respect of any of the matters discussed in Note 8—Employee Benefits14—Commitments and Contingencies to theour consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 20122014, our debt to EBITDA ratios under certain debt agreements will be adversely affected. This could reduce our financing flexibility due to potential restrictions on incurring additional debt under certain provisions of our debt agreements or, in certain circumstances, could result in a default under certain provisions of such agreements. At December 31, 2014, we owed $380 million under a term loan maturing in 2019, which includes covenants substantially the same as those set forth in the Credit Facility. We have a $160 million uncommitted revolving letter of credit facility which enables us to provide letters of credit under terms that may be more favorable than those under the Credit Facility. At December 31, 2014, our outstanding letters of credit totaled $124 million under this facility. In January 2015, we entered into a $100 million uncommitted revolving line of credit with one of the lenders under the Credit Facility. For information on our outstanding debt securities, see immediately below “Future Contractual Obligations” and Note 3—Long-Term Debt and Credit Facilities to our consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2014. Future Contractual Obligations The following table summarizes our estimated future contractual obligations as of December 31, 2014: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2015 | | | 2016 | | | 2017 | | | 2018 | | | 2019 | | | 2020 and
thereafter | | | Total | | | | | (Dollars in millions) | | Long-term debt, including current maturities and capital lease obligations (excluding unamortized premiums, discounts and other, net.) | | $ | 550 | | | | 1,494 | | | | 1,497 | | | | 248 | | | | 1,474 | | | | 15,519 | | | | 20,782 | | Interest on long-term debt and capital leases(1) | | | 1,349 | | | | 1,279 | | | | 1,211 | | | | 1,124 | | | | 1,097 | | | | 15,543 | | | | 21,603 | | Operating leases | | | 311 | | | | 280 | | | | 257 | | | | 233 | | | | 202 | | | | 974 | | | | 2,257 | | Purchase commitments(2) | | | 141 | | | | 98 | | | | 56 | | | | 28 | | | | 22 | | | | 62 | | | | 407 | | Post-retirement benefit obligation(3) | | | 57 | | | | 57 | | | | 57 | | | | 93 | | | | 91 | | | | 1,008 | | | | 1,363 | | Non-qualified pension obligations(3) | | | 6 | | | | 6 | | | | 5 | | | | 5 | | | | 5 | | | | 20 | | | | 47 | | Unrecognized tax benefits(4) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 47 | | | | 47 | | Other | | | 13 | | | | 7 | | | | 5 | | | | 6 | | | | 9 | | | | 67 | | | | 107 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total future contractual obligations(5) | | $ | 2,427 | | | | 3,221 | | | | 3,088 | | | | 1,737 | | | | 2,900 | | | | 33,240 | | | | 46,613 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (1) | Actual principal and interest paid in all years may differ due to future refinancing of outstanding debt or issuance of new debt. Interest on our floating rate debt was calculated for all years using the rates effective at December 31, 2014. |
| (2) | We have various long-term, non-cancelable purchase commitments for advertising and promotion services, including advertising and marketing at sports arenas and other venues and events. We also have service |
| related commitments with various vendors for data processing, technical and software support services. Future payments under certain service contracts will vary depending on our actual usage. In the table above we estimated payments for these service contracts based on estimates of the level of services we expect to receive. |
| (3) | Reflects only the portion of total obligation that is contractual in nature. See Note 5 below |
| (4) | Represents the amount of tax and interest we would pay for our unrecognized tax benefits. The $47 million is composed of unrecognized tax benefits of $17 million and related estimated interest of $30 million, which would result in future cash payments if our tax positions were not upheld. See Note 11—Income Taxes to our consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2014 for additional information. The timing of any payments for our unrecognized tax benefits cannot be predicted with certainty; therefore, such amount is reflected in the “2020 and thereafter” column in the above table. |
| (5) | The table is limited to contractual obligations only and does not include: |
our open purchase orders as of December 31, 2014. These purchase orders are generally issued at fair value, and are generally cancelable without penalty; other long-term liabilities, such as accruals for legal matters and other taxes that are not contractual obligations by nature. We cannot determine with any degree of reliability the years in which these liabilities might ultimately settle; cash funding requirements for qualified pension benefits payable to certain eligible current and future retirees. Benefits paid by our qualified pension plans are paid through trusts. Cash funding requirements for these trusts are not included in this table as we are not able to reliably estimate required contributions to the trusts. Our funding projections are discussed further below; certain post-retirement benefits payable to certain eligible current and future retirees. Not all of our post-retirement benefit obligation amount is a contractual obligation and only the portion that we believe is a contractual obligation is reported in the table. See additional information on our benefits plans in Note 7—Employee Benefits to our consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2014; contract termination fees. These fees are non-recurring payments, the timing and payment of which, if any, is uncertain. In the ordinary course of business and to optimize our cost structure, we enter into contracts with terms greater than one year to use the network facilities of other carriers and to purchase other goods and services. Our contracts to use other carriers’ network facilities generally have no minimum volume requirements and are based on an interrelationship of volumes and discounted rates. Assuming we terminate these contracts in 2015, the contract termination fees would be approximately $272 million. Under the same assumption, we estimate that our termination fees for these contracts to purchase goods and services would be approximately $157 million. In the normal course of business, we do not believe payment of these fees is likely; and potential indemnification obligations to counterparties in certain agreements entered into in the normal course of business. The nature and terms of these arrangements vary. Pension and Post-retirement Benefit Obligations We are subject to material obligations under our existing defined benefit pension plans and post-retirement benefit plans. The accounting unfunded status (benefit obligations) as of December 31, 2014 of our defined benefit pension plans and post-retirement benefit plans were $2.5 billion and $3.5 billion, respectively. See Note 7—Employee Benefits to our consolidated financial statements in Item 8 of our Annual Report on Form10-K for the year ended December 31, 2014 for additional information about our pension and other post-retirement benefit arrangements. Benefits paid by our qualified pension plansplan are paid through a trust that holds all plan assets. We made cash contributions of $32to the trust totaling $157 million during the year ended December 31, 2012in 2014 to our qualified pension plans. In the first quarter of 2013, we made cash contributions totaling $147 million.plan. Based on current laws and circumstances, we do not expect any furthercontributions to be required for our qualified pension plan for 2015. The amount of required contributions to the plans for the remainder of 2013. For informationour qualified pension plan in 2016 and beyond will depend on a 2012 law that reduced the amountvariety of factors, most of which are beyond our required pensioncontrol, including earnings on plan cash contributions, please see our Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.investments, prevailing interest rates, demographic experience, changes in plan benefits and changes in funding laws and regulations. Certain of our post-retirement health care and life insurance benefits plans are unfunded. Several trusts hold assets that are used to help cover the health care costs of certain retirees. As of December 31, 2012,2014, the fair value of these trust assets was $626approximately $353 million; however, a portion of these assets is comprised of investments with restricted liquidity. We estimate that the more liquid assets in the trust will be adequate to provide continuing reimbursements for covered post-retirement health care costs for approximately fourtwo years. Thereafter, covered benefits will be paid either directly by us or from the trusts as the remaining assets become liquid. This projected fourtwo year period could be substantially shorter or longer depending on returns on plan assets, the timing of maturities of illiquid plan assets and future changes in benefits. OurFor 2015, our estimated annual long-term rate of return onis 7.5% for both the pension plansplan trust assets is 7.50% and for the post-retirement plans trust assets, ranges from 6.00% to 7.50% based on the assets currently held; however,held. However, actual returns could vary widelybe substantially different.
Recently the accounting unfunded status for our pension and post-retirement benefit plans were significantly increased due to our adoption of new mortality assumptions. For additional information on this and other factors that could influence our funding commitments under our benefit plans, see “Critical Accounting Policies and Estimates—Pension and Post-Retirement Benefits” in any given year. Historical Information
The following table summarizesthis Appendix B and “Risk Factors—Risks Affecting Our Liquidity and Capital Resources—Increases in costs for pension and healthcare benefits for our consolidated cash flow activities (which include cash flows from Savvisactive and Qwest after their respective acquisition dates):
| | | | | | | | | | | | | | | | Years Ended
December 31, | | | Increase
(Decrease) | | | | | 2012 | | | 2011 | | | | | | (Dollars in millions) | | Net cash provided by operating activities | | $ | 6,065 | | | | 4,201 | | | | 1,864 | | Net cash used in investing activities | | | (2,690 | ) | | | (3,647 | ) | | | (957 | ) | Net cash used in financing activities | | | (3,295 | ) | | | (577 | ) | | | 2,718 | |
| | | | | | | | | | | | | | | | Years Ended
December 31, | | | Increase
(Decrease) | | | | | 2011 | | | 2010 | | | | | | (Dollars in millions) | | Net cash provided by operating activities | | $ | 4,201 | | | | 2,045 | | | | 2,156 | | Net cash used in investing activities | | | (3,647 | ) | | | (859 | ) | | | 2,788 | | Net cash used in financing activities | | | (577 | ) | | | (1,175 | ) | | | (598 | ) |
Theretired employee may reduce our profitability and increase in net cash provided by operating activities for 2012 and 2011is primarily attributable to the acquisitions of Qwest and Savvis, which contributed net cash provided by operating activities of approximately $3.4 billion in 2012 and $2.2 billion in 2011. Our consolidated financial statementsour funding commitments” in Item 81A of our Annual Report on Form 10-K for the year ended December 31, 20122014.
Connect America Fund In October 2011, the FCC adopted the Connect America and Intercarrier Compensation Reform order intended to reform the existing regulatory regime to recognize ongoing shifts to new technologies. Among other changes, this initial ruling established the framework for a multi-year transition of federal universal service funding to a new system where such funding is explicitly targeted to the deployment and provisioning of broadband services in high cost areas. In December 2014, the FCC issued an order specifying the amount of funds to be offered under Phase 2 of the CAF program to price cap carriers, on a state by state basis, for the construction of high-speed broadband services to underserved areas. Under this order, we will have during 2015 a 120-day period in which to elect whether to exercise a “right of first refusal” to provide broadband services to households in unserved portions of our service areas. To the extent that we choose not to accept these opportunities and related CAF Phase 2 funds for any state under our right of first refusal, we expect that those opportunities and funds would be awarded at auction in 2016. We currently expect that we, as well as other communications companies, would be able to participate in these various state auctions in 2016. The effects on us of accepting or rejecting CAF Phase 2 funding are both highly uncertain over the long term. In states where we accept the CAF Phase 2 funding, the annual distributions will begin in 2015. In states where we do not accept CAF Phase 2 support, the legacy USF high-cost loop support we have historically received will continue until the CAF Phase 2 auctions are completed. If we elect in 2015 to receive all CAF Phase 2 funding available to us under the FCC’s December 2014 order, we project, based on certain assumptions, that we would receive support payments from the FCC of approximately $500 million per year for six years, which is approximately $150 million greater than the federal Universal Service Fund high-cost loop support subsidies the CAF Phase 2 opportunities would replace. However, we would likely be required to increase our planned capital expenditures in the unserved areas by over $500 million per year. Conversely, if we elect in 2015 to forego all available CAF Phase 2 funding, we will continue to receive approximately $344 million in federal USF high-cost loop support subsidies in 2015, but the program’s impact on us beyond 2015 would depend on the extent to which we would participate and prevail in the various auctions expected to be held in 2016. If we ultimately receive no CAF Phase 2 funding (either through elections not to participate in the program or failures to prevail at the 2016 auctions), we anticipate forfeiting beginning in 2016 approximately $344 million of USF high-cost loop support funds, which would materially adversely impact our cash flows. Historically, we have recognized the full amount of our annual federal USF high-cost loop support as revenue in the year received. We are still in the process of determining how to recognize funds that may be received under CAF Phase 2, but because of differences inherent in the CAF Phase 2 process we will likely defer the recognition of CAF Phase 2 funding until specific CAF Phase 2 deployment projects are completed. This potential difference in accounting treatment could materially reduce our revenue beginning at the date we formally elect to receive any CAF Phase 2 funds. Although we anticipate that following the deployment of broadband in CAF Phase 2 markets, we will benefit from incremental broadband subscribers and funding in previously unserved rural markets, the funding will be delayed until we can complete constructing new network and obtain new customers in those areas. As of the date of filing of our Annual Report on Form 10-K for the year ended December 31, 2014, we had not yet decided whether to accept or reject any specific build-out opportunities and related CAF support payments available to us under the Phase 2 program. We continue to evaluate our options with respect to the opportunities afforded to us under the FCC’s CAF Phase 2 program, including assessing whether our projected return on capital warrants pursuing these opportunities in our various markets. Although we cannot determine at this point the ultimate impact of the implementation of the FCC’s CAF Phase 2 program on us, it could have a material impact on our revenues, expenses and cash flows. In 2013, under the second round of the first phase of the CAF program, we received $40 million in funding for deployment of broadband services in rural areas. The recently issued CAF Phase 2 program overlaps certain eligible areas of the second round funding and at this stage, we are unable to determine how much of the $40 million in funding will be utilized or whether the funding will be returned to the FCC. The $40 million of CAF Phase 2 funding is included in other noncurrent liabilities on our consolidated balance sheet as of December 31, 2014. For additional information, aboutsee “Business—Regulation” in Item 1 of our Annual Report on Form 10-K for the components of net income and differences between net income and netyear ended December 31, 2014. Historical Information The following tables summarize our consolidated cash flow activities: | | | | | | | | | | | | | | | | Years Ended
December 31, | | | Increase /
(Decrease) | | | | | 2014 | | | 2013 | | | | | | (Dollars in millions) | | Net cash provided by operating activities | | $ | 5,188 | | | | 5,559 | | | | (371 | ) | Net cash used in investing activities | | | (3,077 | ) | | | (3,148 | ) | | | (71 | ) | Net cash used in financing activities | | | (2,151 | ) | | | (2,454 | ) | | | (303 | ) |
| | | | | | | | | | | | | | | | Years Ended
December 31, | | | Increase /
(Decrease) | | | | | 2013 | | | 2012 | | | | | | (Dollars in millions) | | Net cash provided by operating activities | | $ | 5,559 | | | | 6,065 | | | | (506 | ) | Net cash used in investing activities | | | (3,148 | ) | | | (2,690 | ) | | | 458 | | Net cash used in financing activities | | | (2,454 | ) | | | (3,295 | ) | | | (841 | ) |
Net cash provided by operating activities.activities decreased by $371 million for the year ended December 31, 2014 as compared to the year ended December 31, 2013 primarily due to a negative variance in net income adjusted for non-cash items along with a payment of approximately $235 million in the first quarter of 2014 to settle certain litigation. These decreases were substantially offset by positive variances in the changes in accounts payable and retirement benefits. Net cash provided by operating activities decreased by $506 million for the year ended December 31, 2013 as compared to the year ended December 31, 2012 substantially due to a decrease in net (loss) income adjusted for non-cash items, a negative variance in the change in the retirement benefits and other noncurrent assets and liabilities. For additional information about our operating results, see “Results of Operations” above. Net cash used in investing activities includeddecreased by $71 million for the year end December 31, 2014 as compared to the year ended December 31, 2013 with no significant variances noted. Net cash used in investing increased by $458 million for the year ended December 31, 2013 as compared to the year ended December 31, 2012 primarily due to amounts paid for acquisitions in 2013, increased payments for purchases of property, plant and equipment and capitalized softwareless proceeds from the sale of $2.9 billion in 2012, including $1.9 billion for Qwestproperty and Savvis’ capital expenditures. Net cash used in investing activities included payments for property, plant and equipment and capitalized software of $2.4 billion in 2011, including $1.3 billion for Qwest and Savvis’ post-acquisition capital expenditures, compared to $864 million in 2010. In addition, we paid $1.7 billion, net of $61 million cash received, for the acquisition of Savvis on July 15, 2011. Cash used in investing activities in 2011 was partially offset by cash acquired through the April 1, 2011 acquisition of Qwest of $419 million, net of $5 million cash paid.intangible assets. Net cash used in financing activities increased in 2012decreased by $303 million for the year ended December 31, 2014 as compared to 2011,the year ended December 31, 2013 primarily due to a net long-term debt pay down of $1.8 billion in 2012 versus a net long-term debt issuance of $1.1 billion in 2011, a $2.9 billion difference. This difference was primarily due to the $2 billion senior notes issued in June 2011 to finance the Savvis acquisition. Also contributing was a $255 million increase in dividends paid attributable to an increase in the average number of shares outstanding. These increases in cash used in financing activities were partially offset by a $631 million increasereductions in net debt paydowns in 2014 versus net borrowings under our Credit Facility.in 2013, common stock repurchases and dividend payments. Net cash used in financing activities decreased in 2011by $841 million for the year ended December 31, 2013 as compared to the year ended December 31, 2012 primarily due to us receivinga significant change from net debt paydowns (including early retirement costs) in 2012 to net proceeds in excess of payments of approximately $1.1 billion2013. Additionally, there was a decrease in 2011 versus debt payments of $500 million in 2010. In addition, our cash dividends paid increased $677 milliondue to our reduction in 2011 as comparedour per share common stock dividend rate. These items were partially offset by a significant increase in stock repurchases (due to 2010 primarily as a result of the issuance of 308 million common sharesour buyback program announced in connection with our acquisitions of Qwest and Savvis in 2011.February 2013). On October 26, 2012, QCII redeemed all $550 million of its 8.00% Notes due 2015, which resulted in a gain of $15 million. On August 29, 2012, certain subsidiaries of CenturyLink paid $29 million and $30 million, respectively, to retire its outstanding Rural Utilities Service and Rural Telephone Bank debt.
On August 15, 2012, CenturyLink1, 2014, QC paid at maturity the $318$600 million principal amount of its 7.875%7.50% Notes.
On July 20, 2012, QC redeemed all $484 million of its 7.50% Notes due 2023, which resulted in an immaterial loss. On June 25, 2012,September 29, 2014, QC issued $400$500 million aggregate principal amount of 7.00%6.875% Notes due 20522054, in exchange for net proceeds, after deducting underwriting discounts and other expenses, of $387$483 million. The Notes are senior unsecured obligations and may be redeemed, in whole or in part, on or after JulyOctober 1, 20172019, at a redemption price equal to 100% of the principal amount redeemed plus accrued interest.
On May 17, 2012, QCII redeemed $500 million of its 7.50% Notes due 2014, which resulted in an immaterial gain.
On April 23, 2012, Embarq redeemedand unpaid interest to the remaining $200 million of its 6.738% Notes due 2013, which resulted in an immaterial loss.redemption date.
On April 18, 2012, CenturyLink entered into1, 2014, a term loansubsidiary of Embarq paid at maturity the $30 million principal amount of its 7.46% first mortgage bonds. During the year ended December 31, 2014, we repurchased 18.9 million shares of the company’s outstanding common stock in the amountopen market. These shares were repurchased for an aggregate market price of $440$633 million, with CoBank and several other Farm Credit System banks. This term loan is payable in 29 consecutive quarterly installmentsor an average purchase price of $5.5 million in principal plus interest through April 18, 2019, when the balance will be due. We have the option$33.42 per share. The repurchased common stock has been retired. For additional information, see “Note 17—Repurchase of paying monthly interest based upon either London Interbank Offered Rate (“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. Our term loan is guaranteed by two of our wholly-owned subsidiaries, Embarq and Qwest Communications International Inc (“QCII”), and one of QCII’s wholly-owned subsidiaries. The remaining terms and conditions of our term loan are substantially similar to those set forth in our Credit Facility (as described further in Note 4—Long-Term Debt and Credit Facilities to the consolidated financial statementsCenturyLink Stock” in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2012).2014. On April 18,In 2012 QC completed a cash tender offer to purchase a portionand early 2013, we accepted approximately $35 million from Round 1 of its $811 million of 8.375% Notes due 2016 and its $400 million of 7.625% Notes due 2015. With respect to its 8.375% Notes due 2016, QC received and accepted tenders of approximately $575 million aggregate principal amount of these notes, or 71%, for $722 million including a premium, fees and accrued interest. With respect to its 7.625% Notes due 2015, QC received and accepted tenders of approximately $308 million aggregate principal amount of these notes, or 77%, for $369 million including a premium, fees and accrued interest. The completion of these tender offers resulted in a loss of $46 million.
On April 2, 2012, QC issued $525 million aggregate principal amount of 7.00% Notes due 2052 in exchange for net proceeds, after deducting underwriting discounts and expenses, of $508 million. The Notes are unsecured obligations and may be redeemed, in whole or in part, on or after AprilPhase 1 2017 at a redemption price equal to 100% of the principal amount redeemed plus accrued interest.
On AprilFCC’s CAF established by Congress to help telecommunications carriers defray the cost of providing broadband access to remote customers. We intend to use the funds to deploy broadband service for up to 45 thousand homes in unserved rural areas principally in Colorado, Minnesota, New Mexico, Virginia and Washington. In 2013, the FCC announced another round of CAF funding and we initially agreed to accept approximately $54 million from Round 2 2012, Embarq completed a cash tender offerof Phase 1 of the FCC’s CAF to purchase a portion of its $528 million of 6.738% Notes due 2013bring broadband services to more than 92 thousand rural homes and its $2.0 billion of 7.082% Notes due 2016. With respectbusinesses in unserved high-cost areas. Due to its 6.738% Notes due 2013, Embarq received and accepted tenders of approximately $328 million aggregate principal amount of these notes, or 62%, for $360 million including a premium, fees and accrued interest. With respect to its 7.082% Notes due 2016, Embarq received and accepted tenders of approximately $816 million aggregate principal amount of these notes, or 41%, for $944 million including a premium, fees and accrued interest. The completion of these tender offers resulted in a loss of $144 million.
On March 12, 2012, CenturyLink issued (i) $650 million aggregate principal amount of 7.65% Senior Notes due 2042 in exchange for net proceeds, after deducting underwriting discounts, of approximately $644 million and (ii) $1.4 billion aggregate principal amount of 5.80% Senior Notes due 2022 in exchange for net proceeds, after deducting underwriting discounts, of approximately $1.389 billion. The Notes are unsecured obligations and may be redeemed at any timechallenges from other competing telecommunications carriers on the terms and conditions specified therein.unserved rural areas, the final amount offered to us by the FCC, which we accepted in late 2013, was approximately $40 million.
On March 1, 2012, QCII redeemed $800 million of its 7.50% Notes due 2014, which resulted in an immaterial gain.
Certain Matters Related to Acquisitions When we acquired Qwest and Savvis in 2011, Qwest’s pre-existingpre-acquisition debt obligations consisted primarily of debt securities issued by QCII and two of its subsidiaries while Savvis’ remaining long-term debt obligations consist(after the discharge of its convertible senior notes in connection with the completion of the acquisition) consisted primarily of capital leases, allthe remaining outstanding portions of which are all now included in our consolidated debt balances. The indentures governing Qwest’s remaining debt securities contain customary covenants that restrict the ability of Qwest or its subsidiaries from making certain payments and investments, granting liens and selling or transferring assets. Based on current circumstances, we do not anticipate that these covenants will significantly restrict our ability to manage cash balances or transfer cash between entities within our consolidated group of companies as needed. In accounting for the Qwest acquisition, we recorded Qwest’s debt securities at their estimated fair values, which totaled $12.292 billion as of April 1, 2011. Our acquisition date fair value estimates were based primarily on quoted market prices in active markets and other observable inputs where quoted market prices were not available. The fair value of Qwest’s debt securities exceeded their stated principal balances on the acquisition date by $693 million, which we recorded as a premium. The table below summarizes the portions of this premium recognized as a reduction to interest expense or extinguished during the periods indicated: | | | | Years Ended
December 31, | | | Total Since
Acquisition | | | Years Ended
December 31, | | | From April 1, 2011
through
December 31, 2012 | | | Total Since
Acquisition | | | | | 2012 | | | 2011 | | | | 2014 | | | 2013 | | | | | | (Dollars in millions) | | | (Dollars in millions) | | Amortized | | $ | 86 | | | | 154 | | | | 240 | | | $ | 42 | | | | 62 | | | | 240 | | | | 344 | | Extinguished(1) | | | 177 | | | | 58 | | | | 235 | | | | — | | | | 41 | | | | 235 | | | | 276 | | | | | | | | | | | | | | | | | | | | | | | | Total premiums recognized | | $ | 263 | | | | 212 | | | | 475 | | | Total | | | $ | 42 | | | | 103 | | | | 475 | | | | 620 | | | | | | | | | | | | | | | | | | | | | | | |
| (1) | See “Debt and Other Financing Arrangements” for more informationExtinguished in connection with the payment of Qwest debt securities prior to maturity. |
The remaining premium of $218$73 million as of December 31, 20122014, will reduce interest expense in future periods, unless otherwise extinguished. Net Operating Loss Carryforwards
We are currently using federal NOLs to offset a portion of our federal taxable income. We expect to deplete a significant portion of these NOLs and certain other deferred tax attributes by 2014, and substantially all of these tax benefits by 2015. Once our NOLs are fully utilized, we expect that the amounts of our cash flows dedicated to the payment of federal taxes will increase substantially. The amounts of those payments will depend upon many factors, including future earnings, tax law changes and future tax circumstances. For additional information, see “Risk Factors—Risks Related to our Recent Acquisitions” appearing in Item 1A of Part II of our Annual Report on Form 10-K for the year ended December 31, 2012.
Other Matters CenturyLink has cash management arrangements with certain of its principal subsidiaries, in which substantial portions of the subsidiaries’ cash is regularly advanced to CenturyLink. In accordance with generally accepted accounting principles, these advances are eliminated as intercompany transactions. Although CenturyLink periodically repays these advances to fund the subsidiaries’ cash requirements throughout the year, at any given point in time weCenturyLink may owe a substantial sum to our subsidiaries under these advances, which, in accordance with generally accepted accounting principles, are eliminated in consolidation and therefore not recognized on our consolidated balance sheets. In connection with reclassifying certain wireless spectrum assets as assets held for sale, during the second quarter of 2012 we reclassified $154 million from “other intangible assets, net” to “current assets—other.” For more information on the sale of these assets, see “Business—Operations—Products and Services—Additional Information” in Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2012.
We also are involved in various legal proceedings that could have a material adverse effect on our financial position. See Note 15—14—Commitment and Contingencies to theour consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 20122014 for the current status of such legal proceedings, including matters involving Qwest.proceedings. MARKET RISK We are exposed to market risk from changes in interest rates on our variable rate long-term debt obligations 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. 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 December 31, 2012,2014, we had no such instruments outstanding. We have established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative instrument activities. We do not hold or issue derivative financial instruments for trading or speculative purposes. Management periodically reviews our exposure to interest rate fluctuations and implements strategies to manage the exposure. There were no material changes to market risks arising from changes in interest rates for the year ended December 31, 2012, when compared to the disclosures provided in our Annual Report on Form 10-K for the year ended December 31, 2011.
At December 31, 2012,2014, we havehad approximately $19.9$20.2 billion (excluding capital lease and other obligations with a carrying amount of $734$509 million) of long-term debt outstanding, 89.9%approximately 95.0% of which bears interest at fixed rates and is therefore not exposed to interest rate risk. WeAt December 31, 2014, we had $2 billion$980 million floating rate debt exposed to changes in the London InterBank Offered Rate (LIBOR). A hypothetical increase of 100 basis points in LIBOR relative to this debt would decrease our annual pre-tax earnings by $20$10 million. With our acquisition of Savvis in July 2011,By operating internationally, we have becomeare exposed to the risk of fluctuations in the foreign currencies in which itsour international operations are denominated,subsidiaries operate in currencies other than the U.S. Dollar, primarily the Euro, the British Pound, the Canadian Dollar, the Japanese Yen, the Hong Kong Dollar and the Singapore Dollar. As aAlthough the percentages of our consolidated entity, the percentage of revenues generated and costs incurred that are denominated in these currencies are immaterial.immaterial, future volatility in exchange rates and an increase in the number of transactions could adversely impact our consolidated results of operations. We use a sensitivity analysis to estimate our exposure to this foreign currency risk, measuring the change in financial position arising from hypothetical 10% change in the exchange rates of these currencies, relative to the U.S. Dollar with all other variables held constant. The aggregate potential change in the fair value of financial assets resulting from a hypothetical 10% change in these exchange rates was $18$21 million at December 31, 2012.2014.
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 presented above if market conditions vary from the assumptions used in the analyses performed. These analyses only incorporate the risk exposures that existed at December 31, 2012.2014. OFF-BALANCE SHEET ARRANGEMENTS We have no special purpose or limited purpose entities that provide off-balance sheet financing, liquidity, or market or credit risk support and we do 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—14—Commitments and Contingencies to theour consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2012,2014, or in the Future Contractual Obligations table included above or (iii) discussed under the heading “Market Risk” above. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Management
The Shareholders
CenturyLink, Inc.:
Management has prepared and is responsible for the integrity and objectivity of our consolidated financial statements. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and necessarily include amounts determined using our best judgments and estimates.
Our consolidated financial statements have been audited by KPMG LLP, an independent registered public accounting firm, who have expressed their opinion with respect to the fairness of the consolidated financial statements. Their audit was conducted in accordance with standards of the Public Company Accounting Oversight Board (United States).
Management is responsible for establishing and maintaining adequate internal control over financial reporting, a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework inInternal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our evaluation under the framework of COSO, management concluded that our internal control over financial reporting was effective at December 31, 2012. The effectiveness of our internal control over financial reporting at December 31, 2012 has been audited by KPMG LLP, as stated in their report which is included herein.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Audit Committee of the Board of Directors is composed of independent directors who are not officers or employees. The Committee meets periodically with the external auditors, internal auditors and management. The Committee considers the independence of the external auditors and the audit scope and discusses internal control, financial and reporting matters. Both the external and internal auditors have free access to the Committee.
/s/ R. Stewart Ewing, Jr.
R. Stewart Ewing, Jr.
Executive Vice President, Chief Financial Officer and Assistant Secretary
March 1, 2013
Report of Independent Registered Public Accounting FirmREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders CenturyLink, Inc.: We have audited the accompanying consolidated balance sheets of CenturyLink, Inc. and subsidiaries (the Company) as of December 31, 20122014 and 2011,2013, and the related consolidated statements of operations, comprehensive (loss) income, (loss), cash flows, and stockholders’ equity for each of the years in the three-year period ended December 31, 2012.2014. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20122014 and 2011,2013, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2012,2014, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2012,2014, based on criteria established inInternal Control—Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 1, 2013February 24, 2015 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. /s/ KPMG LLP Shreveport, Louisiana March 1, 2013February 24, 2015
Report of Independent Registered Public Accounting FirmREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders CenturyLink, Inc.: We have audited CenturyLink, Inc. and subsidiaries’subsidiaries (the Company) internal control over financial reporting as of December 31, 2012,2014, based on criteria established inInternal Control—Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report of Managementon Internal Control Over Financial Reporting (Item 9A). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012,2014, based on criteria established inInternal Control—Control—Integrated Framework (1992) issued by the COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 20122014 and 2011,2013, and the related consolidated statements of operations, comprehensive (loss) income, (loss), cash flows, and stockholders’ equity for each of the years in the three-year period ended December 31, 2012,2014, and our report dated March 1, 2013February 24, 2015 expressed an unqualified opinion on those consolidated financial statements. /s/ KPMG LLP Shreveport, Louisiana March 1, 2013February 24, 2015
CENTURYLINK, INC. Consolidated Statements of OperationsCONSOLIDATED STATEMENTS OF OPERATIONS
| | | | Years Ended December 31, | | | Years Ended December 31, | | | | | 2012 | | 2011 | | 2010 | | | 2014 | | 2013 | | 2012 | | | | | (Dollars in millions, except per share amounts and shares in thousands) | | | (Dollars in millions, except per share amounts and shares in thousands) | | OPERATING REVENUES | | $ | 18,376 | | | | 15,351 | | | | 7,042 | | | $ | 18,031 | | | | 18,095 | | | | 18,376 | | | | | | | | | | | | | | | | | | | | | OPERATING EXPENSES | | | | | | | | | | | | | Cost of services and products (exclusive of depreciation and amortization) | | | 7,639 | | | | 6,325 | | | | 2,544 | | | | 7,846 | | | | 7,507 | | | | 7,639 | | Selling, general and administrative | | | 3,244 | | | | 2,975 | | | | 1,004 | | | | 3,347 | | | | 3,502 | | | | 3,244 | | Depreciation and amortization | | | 4,780 | | | | 4,026 | | | | 1,434 | | | | 4,428 | | | | 4,541 | | | | 4,780 | | Impairment of goodwill (Note 2) | | | | — | | | | 1,092 | | | | — | | | | | | | | | | | | | | | | | | | | | Total operating expenses | | | 15,663 | | | | 13,326 | | | | 4,982 | | | | 15,621 | | | | 16,642 | | | | 15,663 | | | | | | | | | | | | | | | | | | | | | OPERATING INCOME | | | 2,713 | | | | 2,025 | | | | 2,060 | | | | 2,410 | | | | 1,453 | | | | 2,713 | | OTHER INCOME (EXPENSE) | | | | | | | | OTHER (EXPENSE) INCOME | | | | | | | | Interest expense | | | (1,319 | ) | | | (1,072 | ) | | | (544 | ) | | | (1,311 | ) | | | (1,298 | ) | | | (1,319 | ) | Net loss on early retirement of debt | | | (179 | ) | | | (8 | ) | | | — | | | Other income | | | 35 | | | | 3 | | | | 15 | | | Net gain (loss) on early retirement of debt | | | | — | | | | 10 | | | | (179 | ) | Other income, net | | | | 11 | | | | 59 | | | | 35 | | | | | | | | | | | | | | | | | | | | | Total other income (expense) | | | (1,463 | ) | | | (1,077 | ) | | | (529 | ) | | Total other (expense) income | | | | (1,300 | ) | | | (1,229 | ) | | | (1,463 | ) | | | | | | | | | | | | | | | | | | | | INCOME BEFORE INCOME TAX EXPENSE | | | 1,250 | | | | 948 | | | | 1,531 | | | | 1,110 | | | | 224 | | | | 1,250 | | Income tax expense | | | 473 | | | | 375 | | | | 583 | | | | 338 | | | | 463 | | | | 473 | | | | | | | | | | | | | | | | | | | | | NET INCOME | | $ | 777 | | | | 573 | | | | 948 | | | NET INCOME (LOSS) | | | $ | 772 | | | | (239 | ) | | | 777 | | | | | | | | | | | | | | | | | | | | | BASIC AND DILUTED EARNINGS PER COMMON SHARE | | | | | | | | BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE | | | | | | | | BASIC | | $ | 1.25 | | | | 1.07 | | | | 3.13 | | | $ | 1.36 | | | | (0.40 | ) | | | 1.25 | | DILUTED | | $ | 1.25 | | | | 1.07 | | | | 3.13 | | | $ | 1.36 | | | | (0.40 | ) | | | 1.25 | | WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | | | | | | | | | | | | | BASIC | | | 620,205 | | | | 532,780 | | | | 300,619 | | | | 568,435 | | | | 600,892 | | | | 620,205 | | DILUTED | | | 622,285 | | | | 534,121 | | | | 301,297 | | | | 569,739 | | | | 600,892 | | | | 622,285 | |
See accompanying notes to consolidated financial statements. CENTURYLINK, INC. Consolidated Statements of Comprehensive (Loss) IncomeCONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
| | | | | | | | | | | | | | | | Years Ended December 31, | | | | | 2012 | | | 2011 | | | 2010 | | | | | (Dollars in millions) | | NET INCOME | | $ | 777 | | | | 573 | | | | 948 | | | | | | | | | | | | | | | OTHER COMPREHENSIVE (LOSS) INCOME: | | | | | | | | | | | | | Items related to employee benefit plans: | | | | | | | | | | | | | Change in net actuarial loss, net of $432, $508 and $32 tax | | | (694 | ) | | | (812 | ) | | | (53 | ) | Change in net prior service credit, net of $4, $23 and $2 tax | | | (6 | ) | | | (37 | ) | | | (3 | ) | Auction rate securities marked to market, net of $(1), $2 and $—tax | | | 2 | | | | (4 | ) | | | — | | Auction rate securities settlements reclassified to net income, net of $(1), $—and $—tax | | | 3 | | | | — | | | | — | | Foreign currency translation adjustment and other, net of $—, $2 and $—tax | | | 6 | | | | (18 | ) | | | — | | | | | | | | | | | | | | | Other comprehensive (loss) income | | | (689 | ) | | | (871 | ) | | | (56 | ) | | | | | | | | | | | | | | COMPREHENSIVE INCOME (LOSS) | | $ | 88 | | | | (298 | ) | | | 892 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | Years Ended December 31, | | | | | 2014 | | | 2013 | | | 2012 | | | | | (Dollars in millions) | | NET INCOME (LOSS) | | $ | 772 | | | | (239 | ) | | | 777 | | | | | | | | | | | | | | | OTHER COMPREHENSIVE (LOSS) INCOME: | | | | | | | | | | | | | Items related to employee benefit plans: | | | | | | | | | | | | | Change in net actuarial (loss) gain, net of $742, $(606) and $432 tax | | | (1,200 | ) | | | 981 | | | | (694 | ) | Change in net prior service credit, net of $1, $52 and $4 tax | | | (1 | ) | | | (84 | ) | | | (6 | ) | Auction rate securities marked to market, net of $—, $—and $(1) tax | | | — | | | | — | | | | 2 | | Auction rate securities settlements reclassified to net income, net of $—, $—and $(1) tax | | | — | | | | — | | | | 3 | | Foreign currency translation adjustment and other, net of $1, $—and $—tax | | | (14 | ) | | | 2 | | | | 6 | | | | | | | | | | | | | | | Other comprehensive (loss) income | | | (1,215 | ) | | | 899 | | | | (689 | ) | | | | | | | | | | | | | | COMPREHENSIVE (LOSS) INCOME | | $ | (443 | ) | | | 660 | | | | 88 | | | | | | | | | | | | | | |
See accompanying notes to consolidated financial statements. CENTURYLINK, INC. Consolidated Balance SheetsCONSOLIDATED BALANCE SHEETS
| | | | December 31, | | | As of December 31, | | | | | 2012 | | 2011 | | | 2014 | | 2013 | | | | | (Dollars in millions and shares in thousands) | | | (Dollars in millions and shares in thousands) | | ASSETS | | | | | | | | | CURRENT ASSETS | | | | | | | | | Cash and cash equivalents | | $ | 211 | | | | 128 | | | $ | 128 | | | | 168 | | Accounts receivable, less allowance of $158 and $145 | | | 1,917 | | | | 1,950 | | | Income tax receivable | | | 42 | | | | 27 | | | Accounts receivable, less allowance of $162 and $155 | | | | 1,988 | | | | 1,977 | | Deferred income taxes, net | | | 891 | | | | 1,019 | | | | 880 | | | | 1,165 | | Other | | | 552 | | | | 393 | | | | 580 | | | | 597 | | | | | | | | | | | | | | | Total current assets | | | 3,613 | | | | 3,517 | | | | 3,576 | | | | 3,907 | | | | | | | | | | | | | | | NET PROPERTY, PLANT AND EQUIPMENT | | | | | | | | | Property, plant and equipment | | | 32,086 | | | | 29,585 | | | | 36,718 | | | | 34,307 | | Accumulated depreciation | | | (13,054 | ) | | | (10,141 | ) | | | (18,285 | ) | | | (15,661 | ) | | | | | | | | | | | | | | Net property, plant and equipment | | | 19,032 | | | | 19,444 | | | | 18,433 | | | | 18,646 | | | | | | | | | | | | | | | GOODWILL AND OTHER ASSETS | | | | | | | | | Goodwill | | | 21,732 | | | | 21,732 | | | | 20,755 | | | | 20,674 | | Customer relationships, net | | | 7,052 | | | | 8,239 | | | | 4,893 | | | | 5,935 | | Other intangible assets, net | | | 1,795 | | | | 2,243 | | | | 1,647 | | | | 1,802 | | Other, net | | | 796 | | | | 869 | | | | 843 | | | | 823 | | | | | | | | | | | | | | | Total goodwill and other assets | | | 31,375 | | | | 33,083 | | | | 28,138 | | | | 29,234 | | | | | | | | | | | | | | | TOTAL ASSETS | | $ | 54,020 | | | | 56,044 | | | $ | 50,147 | | | | 51,787 | | | | | | | | | | | | | | | LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | CURRENT LIABILITIES | | | | | | | | | Current maturities of long-term debt | | $ | 1,205 | | | | 480 | | | $ | 550 | | | | 785 | | Accounts payable | | | 1,207 | | | | 1,400 | | | | 1,226 | | | | 1,111 | | Accrued expenses and other liabilities | | | | | | | | | Salaries and benefits | | | 683 | | | | 633 | | | | 641 | | | | 650 | | Income and other taxes | | | 356 | | | | 383 | | | | 309 | | | | 339 | | Interest | | | 268 | | | | 293 | | | | 256 | | | | 273 | | Other | | | 234 | | | | 255 | | | | 210 | | | | 514 | | Advance billings and customer deposits | | | 642 | | | | 573 | | | | 726 | | | | 737 | | | | | | | | | | | | | | | Total current liabilities | | | 4,595 | | | | 4,017 | | | | 3,918 | | | | 4,409 | | | | | | | | | | | | | | | LONG-TERM DEBT | | | 19,400 | | | | 21,356 | | | | 20,121 | | | | 20,181 | | | | | | | | | | | | | | | DEFERRED CREDITS AND OTHER LIABILITIES | | | | | | | | | Deferred income taxes, net | | | 3,644 | | | | 3,800 | | | | 4,030 | | | | 4,753 | | Benefit plan obligations, net | | | 5,844 | | | | 4,855 | | | | 5,808 | | | | 4,049 | | Other | | | 1,248 | | | | 1,189 | | | | 1,247 | | | | 1,204 | | | | | | | | | | | | | | | Total deferred credits and other liabilities | | | 10,736 | | | | 9,844 | | | | 11,085 | | | | 10,006 | | | | | | | | | | | | | | | COMMITMENTS AND CONTINGENCIES (Note 15) | | | | | | COMMITMENTS AND CONTINGENCIES (Note 14) | | | | | | STOCKHOLDERS’ EQUITY | | | | | | | | | Preferred stock—non-redeemable, $25.00 par value, authorized 2,000 shares, issued and outstanding 7 and 9 shares | | | — | | | | — | | | Common stock, $1.00 par value, authorized 1,600,000 and 800,000 shares, respectively, issued and outstanding 625,658 and 618,514 shares | | | 626 | | | | 619 | | | Preferred stock—non-redeemable, $25.00 par value, authorized 2,000 shares, issued and outstanding 7 and 7 shares | | | | — | | | | — | | Common stock, $1.00 par value, authorized 1,600,000 and 1,600,000 shares, issued and outstanding 568,517 and 583,637 shares | | | | 569 | | | | 584 | | Additional paid-in capital | | | 19,079 | | | | 18,901 | | | | 16,324 | | | | 17,343 | | Accumulated other comprehensive (loss) income | | | (1,701 | ) | | | (1,012 | ) | | Accumulated other comprehensive loss | | | | (2,017 | ) | | | (802 | ) | Retained earnings | | | 1,285 | | | | 2,319 | | | | 147 | | | | 66 | | | | | | | | | | | | | | | Total stockholders’ equity | | | 19,289 | | | | 20,827 | | | | 15,023 | | | | 17,191 | | | | | | | | | | | | | | | TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | 54,020 | | | | 56,044 | | | $ | 50,147 | | | | 51,787 | | | | | | | | | | | | | | |
See accompanying notes to consolidated financial statements. CENTURYLINK, INC. Consolidated Statements of Cash FlowsCONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | Years Ended December 31, | | | Years Ended December 31, | | | | | 2012 | | 2011 | | 2010 | | | 2014 | | 2013 | | 2012 | | | | | (Dollars in millions) | | | (Dollars in millions) | | OPERATING ACTIVITIES | | | | | | | | | | | | | Net income | | $ | 777 | | | | 573 | | | | 948 | | | Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | Net income (loss) | | | $ | 772 | | | | (239 | ) | | | 777 | | Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | Depreciation and amortization | | | 4,780 | | | | 4,026 | | | | 1,434 | | | | 4,428 | | | | 4,541 | | | | 4,780 | | Impairment of goodwill (Note 2) | | | | — | | | | 1,092 | | | | — | | Impairment of assets | | | | 32 | | | | — | | | | — | | Deferred income taxes | | | 394 | | | | 395 | | | | 132 | | | | 291 | | | | 391 | | | | 394 | | Provision for uncollectible accounts | | | 187 | | | | 153 | | | | 91 | | | | 159 | | | | 152 | | | | 187 | | Long-term debt (premium) discount amortization | | | (88 | ) | | | (148 | ) | | | 1 | | | Net loss on early retirement of debt | | | 179 | | | | 8 | | | | — | | | Changes in current assets and current liabilities: | | | | | | | | Gain on sale of intangible assets | | | | — | | | | (32 | ) | | | — | | Net long-term debt premium amortization | | | | (33 | ) | | | (57 | ) | | | (88 | ) | Net (gain) loss on early retirement of debt | | | | — | | | | (10 | ) | | | 179 | | Share based compensation | | | | 79 | | | | 71 | | | | 110 | | Changes in current assets and liabilities: | | | | | | | | Accounts receivable | | | (154 | ) | | | (102 | ) | | | (118 | ) | | | (163 | ) | | | (212 | ) | | | (154 | ) | Accounts payable | | | (72 | ) | | | (58 | ) | | | (96 | ) | | | 70 | | | | (76 | ) | | | (72 | ) | Accrued income and other taxes | | | (14 | ) | | | 31 | | | | 38 | | | | (84 | ) | | | 28 | | | | (14 | ) | Other current assets and other current liabilities, net | | | 16 | | | | (76 | ) | | | (127 | ) | | Other current assets and liabilities, net | | | | (270 | ) | | | 263 | | | | 16 | | Retirement benefits | | | (169 | ) | | | (688 | ) | | | (271 | ) | | | (184 | ) | | | (342 | ) | | | (169 | ) | Changes in other noncurrent assets and liabilities | | | 161 | | | | (6 | ) | | | (13 | ) | | Changes in other noncurrent assets and liabilities, net | | | | 99 | | | | 19 | | | | 161 | | Other, net | | | 68 | | | | 93 | | | | 26 | | | | (8 | ) | | | (30 | ) | | | (42 | ) | | | | | | | | | | | | | | | | | | | | Net cash provided by operating activities | | | 6,065 | | | | 4,201 | | | | 2,045 | | | | 5,188 | | | | 5,559 | | | | 6,065 | | | | | | | | | | | | | | | | | | | | | INVESTING ACTIVITIES | | | | | | | | | | | | | Payments for property, plant and equipment and capitalized software | | | (2,919 | ) | | | (2,411 | ) | | | (864 | ) | | | (3,047 | ) | | | (3,048 | ) | | | (2,919 | ) | Cash paid for Savvis acquisition, net of $61 cash acquired | | | — | | | | (1,671 | ) | | | — | | | Cash acquired in Qwest acquisition, net of $5 cash paid | | | — | | | | 419 | | | | — | | | Cash paid for acquisitions | | | | (93 | ) | | | (160 | ) | | | — | | Proceeds from sale of property and intangible assets | | | 191 | | | | — | | | | — | | | | 63 | | | | 80 | | | | 191 | | Other, net | | | 38 | | | | 16 | | | | 5 | | | | — | | | | (20 | ) | | | 38 | | | | | | | | | | | | | | | | | | | | | Net cash used in investing activities | | | (2,690 | ) | | | (3,647 | ) | | | (859 | ) | | | (3,077 | ) | | | (3,148 | ) | | | (2,690 | ) | | | | | | | | | | | | | | | | | | | | FINANCING ACTIVITIES | | | | | | | | | | | | | Net proceeds from issuance of long-term debt | | | 3,362 | | | | 4,102 | | | | — | | | | 483 | | | | 2,481 | | | | 3,362 | | Payments of long-term debt | | | (5,118 | ) | | | (2,984 | ) | | | (500 | ) | | | (800 | ) | | | (2,010 | ) | | | (5,118 | ) | Net borrowings (payments) on credit facility | | | 543 | | | | (88 | ) | | | 74 | | | Net (payments) borrowings on credit facility | | | | (4 | ) | | | (95 | ) | | | 543 | | Early retirement of debt costs | | | (346 | ) | | | (114 | ) | | | — | | | | — | | | | (31 | ) | | | (346 | ) | Dividends paid | | | (1,811 | ) | | | (1,556 | ) | | | (879 | ) | | | (1,228 | ) | | | (1,301 | ) | | | (1,811 | ) | Net proceeds from issuance of common stock | | | 110 | | | | 103 | | | | 130 | | | | 50 | | | | 73 | | | | 110 | | Repurchase of common stock | | | (37 | ) | | | (31 | ) | | | (17 | ) | | | (650 | ) | | | (1,586 | ) | | | (37 | ) | Other, net | | | 2 | | | | (9 | ) | | | 17 | | | | (2 | ) | | | 15 | | | | 2 | | | | | | | | | | | | | | | | | | | | | Net cash used in financing activities | | | (3,295 | ) | | | (577 | ) | | | (1,175 | ) | | | (2,151 | ) | | | (2,454 | ) | | | (3,295 | ) | | | | | | | | | | | | | | | | | | | | Effect of exchange rate changes on cash and cash equivalents | | | 3 | | | | (22 | ) | | | — | | | | — | | | | — | | | | 3 | | | | | | | | | | | | | | | | | | | | | Net increase (decrease) in cash and cash equivalents | | | 83 | | | | (45 | ) | | | 11 | | | Net (decrease) increase in cash and cash equivalents | | | | (40 | ) | | | (43 | ) | | | 83 | | Cash and cash equivalents at beginning of period | | | 128 | | | | 173 | | | | 162 | | | | 168 | | | | 211 | | | | 128 | | | | | | | | | | | | | | | | | | | | | Cash and cash equivalents at end of period | | $ | 211 | | | | 128 | | | | 173 | | | $ | 128 | | | $ | 168 | | | $ | 211 | | | | | | | | | | | | | | | | | | | | | Supplemental cash flow information: | | | | | | | | | | | | | Income taxes (paid) refunded, net | | $ | (82 | ) | | $ | 118 | | | | (424 | ) | | Interest (paid) (net of capitalized interest of $43, $25 and $13) | | $ | (1,405 | ) | | $ | (1,225 | ) | | | (548 | ) | | Income taxes paid, net | | | $ | (27 | ) | | $ | (48 | ) | | | (82 | ) | Interest paid (net of capitalized interest of $47, $41 and $43) | | | $ | (1,338 | ) | | $ | (1,333 | ) | | | (1,405 | ) |
See accompanying notes to consolidated financial statements. CENTURYLINK, INC. Consolidated Statements of Stockholders’ EquityCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
| | | | Years Ended December 31, | | | Years Ended December 31, | | | | | 2012 | | 2011 | | 2010 | | | 2014 | | 2013 | | 2012 | | | | | (Dollars in millions) | | | (Dollars in millions) | | COMMON STOCK (represents dollars and shares) | | | | | | | | | | | | | Balance at beginning of period | | $ | 619 | | | | 305 | | | | 299 | | | $ | 584 | | | | 626 | | | | 619 | | Issuance of common stock to acquire Qwest, including shares issued in connection with share-based compensation awards | | | — | | | | 294 | | | | — | | | Issuance of common stock to acquire Savvis, including shares issued in connection with share-based compensation awards | | | — | | | | 14 | | | | — | | | Issuance of common stock through dividend reinvestment, incentive and benefit plans | | | 8 | | | | 6 | | | | 6 | | | | 4 | | | | 4 | | | | 8 | | Repurchase of common stock | | | | (19 | ) | | | (46 | ) | | | — | | Shares withheld to satisfy tax withholdings | | | (1 | ) | | | — | | | | — | | | | — | | | | — | | | | (1 | ) | | | | | | | | | | | | | | | | | | | | Balance at end of period | | | 626 | | | | 619 | | | | 305 | | | | 569 | | | | 584 | | | | 626 | | | | | | | | | | | | | | | | | | | | | ADDITIONAL PAID-IN CAPITAL | | | | | | | | | | | | | Balance at beginning of period | | | 18,901 | | | | 6,181 | | | | 6,020 | | | | 17,343 | | | | 19,079 | | | | 18,901 | | Issuance of common stock to acquire Qwest, including assumption of share-based compensation awards | | | — | | | | 11,974 | | | | — | | | Issuance of common stock to acquire Savvis, including assumption of share-based compensation awards | | | — | | | | 601 | | | | — | | | Issuance of common stock through dividend reinvestment, incentive and benefit plans | | | 102 | | | | 97 | | | | 124 | | | | 46 | | | | 69 | | | | 102 | | Repurchase of common stock | | | | (591 | ) | | | (1,551 | ) | | | — | | Shares withheld to satisfy tax withholdings | | | (34 | ) | | | (30 | ) | | | (16 | ) | | | (16 | ) | | | (18 | ) | | | (34 | ) | Share-based compensation and other, net | | | 110 | | | | 78 | | | | 53 | | | | 82 | | | | 85 | | | | 110 | | Dividends declared | | | | (540 | ) | | | (321 | ) | | | — | | | | | | | | | | | | | | | | | | | | | Balance at end of period | | | 19,079 | | | | 18,901 | | | | 6,181 | | | | 16,324 | | | | 17,343 | | | | 19,079 | | | | | | | | | | | | | | | | | | | | | ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME | | | | | | | | ACCUMULATED OTHER COMPREHENSIVE LOSS | | | | | | | | Balance at beginning of period | | | (1,012 | ) | | | (141 | ) | | | (85 | ) | | | (802 | ) | | | (1,701 | ) | | | (1,012 | ) | Other comprehensive (loss) income | | | (689 | ) | | | (871 | ) | | | (56 | ) | | | (1,215 | ) | | | 899 | | | | (689 | ) | | | | | | | | | | | | | | | | | | | | Balance at end of period | | | (1,701 | ) | | | (1,012 | ) | | | (141 | ) | | | (2,017 | ) | | | (802 | ) | | | (1,701 | ) | | | | | | | | | | | | | | | | | | | | RETAINED EARNINGS | | | | | | | | | | | | | Balance at beginning of period | | | 2,319 | | | | 3,302 | | | | 3,233 | | | | 66 | | | | 1,285 | | | | 2,319 | | Net income | | | 777 | | | | 573 | | | | 948 | | | Net income (loss) | | | | 772 | | | | (239 | ) | | | 777 | | Dividends declared | | | (1,811 | ) | | | (1,556 | ) | | | (879 | ) | | | (691 | ) | | | (980 | ) | | | (1,811 | ) | | | | | | | | | | | | | | | | | | | | Balance at end of period | | | 1,285 | | | | 2,319 | | | | 3,302 | | | | 147 | | | | 66 | | | | 1,285 | | | | | | | | | | | | | | | | | | | | | TOTAL STOCKHOLDERS’ EQUITY | | $ | 19,289 | | | | 20,827 | | | | 9,647 | | | $ | 15,023 | | | | 17,191 | | | | 19,289 | | | | | | | | | | | | | | | | | | | | |
See accompanying notes to consolidated financial statements. CENTURYLINK, INC. Notes to Consolidated Financial StatementsNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unless the context requires otherwise, references in these Notesthis Appendix B to “CenturyLink,” “we,” “us” and “our” refer to CenturyLink, Inc. and its consolidated subsidiaries, including SAVVIS, Inc. and its consolidated subsidiaries (referred to as “Savvis”) for periods on or after July 15, 2011, Qwest Communications International Inc. and its consolidated subsidiaries (referred to as “Qwest”) for periods on or after April 1, 2011, and Embarq Corporation and its consolidated subsidiaries (referred to as “Embarq”) for periods on or after July 1, 2009.subsidiaries. | (1) | Basis of Presentation and Summary of Significant Accounting Policies |
Basis of Presentation We are an integrated communications company engaged primarily in providing an array of communications services to our residential, business, governmental and wholesale customers. Our communications services include local and long-distance, network access,broadband, private line (including special access), public access, broadband,Multi-Protocol Label Switching (“MPLS”), data integration, managed hosting (including cloud hosting), colocation, Ethernet, network access, public access, wireless, video and videoother ancillary services. In certain local and regional markets, we also provide local access and fiber transport services to competitive local exchange carriers and security monitoring. The accompanying consolidated financial statements include our accounts and the accounts of our subsidiaries over which we exercise control. These subsidiaries include our acquisition of SAVVIS, Inc. (“Savvis”) on July 15, 2011 and Qwest Communications International Inc. (“Qwest”) on April 1, 2011. See Note 2—Acquisitions for additional information. All intercompanysubsidiaries. Intercompany amounts and transactions with our consolidated subsidiaries have been eliminated. Effective January 1, 2012,To simplify the overall presentation of our consolidated financial statements, we changed our rates of capitalized labor as we transitionedreport immaterial amounts attributable to noncontrolling interests in certain of Qwest’s legacy systemsour subsidiaries as follows: (i) income attributable to our historical company systems. This transition resultednoncontrolling interests in an estimated $40 millionother income (expense), (ii) equity attributable to $55 million increase in the amount of labor capitalized as an asset compared to the amount that would have been capitalized if Qwest had continued to use its legacy systems and a corresponding estimated $40 million to $55 million decrease in operating expenses for the year ended December 31, 2012. The reduction in expenses described above, net of tax, increased net income approximately $25 million to $34 million, or $0.04 to $0.05 per basic and diluted common share, for the year ended December 31, 2012.
Effective January 1, 2012, we changed our estimates of the remaining useful lives and net salvage value for certain telecommunications equipment. These changes resultednoncontrolling interests in additional depreciation expense of approximately $26 million for the year ended December 31, 2012. This additional depreciation expense,paid-in capital and (iii) cash flows attributable to noncontrolling interests in other, net of tax, reduced net income by approximately $16 million, or $0.03 per basic and diluted common share, for the year ended December 31, 2012.
On April 2, 2012, our subsidiary, Qwest Corporation (“QC”), sold an office building for net proceeds of $133 million. As part of the transaction, QC agreed to lease a portion of the building from the new owner. As a result, the $16 million gain from the sale was deferred and will be recognized as a reduction to rent expense over the 10 year lease term.financing activities.
We also have reclassified certain other prior period amounts to conform to the current period presentation, including the categorization of our revenues and our segment reporting. See Note 13—12—Segment Information for additional information. These changes had no impact on total revenues, total operating expenses or net income (loss) for any period. In January 2013, we sold $43 million of our wireless spectrum assets held for sale. The sale resulted in a gain of $32 million, which is recorded as other income on our consolidated statements of operations. Changes in Estimates As a result of our annual reviews to evaluate the reasonableness of the depreciable lives for our property, plant and equipment, effective January 2014, we changed the estimates of the remaining economic lives of certain switch and circuit network equipment. These changes resulted in a net increase in depreciation expense of approximately $78 million for the year ended December 31, 2014. This net increase in depreciation expense, net of tax, reduced consolidated net income by approximately $48 million, or $0.08 per basic and diluted common share, for the year ended December 31, 2014. Additionally, during the third quarter of 2014, we developed a plan to migrate customers from one of our networks to another between the fourth quarter of 2014 through the fourth quarter of 2015. As a result, we implemented changes in estimates that reduced the remaining economic lives of certain network assets. These changes increased depreciation expense of approximately $12 million for the year ended December 31, 2014 and is expected to increase depreciation expense by approximately $48 million for 2015. The increase in depreciation expense, net of tax, reduced consolidated net income by approximately $7 million, or $0.01 per basic and diluted common share, for the year ended December 31, 2014. During the fourth quarter 2013, we changed the estimates of the remaining economic lives of certain intangible assets, specifically, the Savvis trade name, which is no longer being utilized, and certain Savvis cloud software, which has been replaced by cloud software acquired through our more recent acquisitions. These changes resulted in an increase in amortization expense of approximately $23 million for the year ended December 31, 2014. This increase in amortization expense, net of tax, reduced consolidated net income by approximately $14 million, or $0.02 per basic and diluted common share, for the year ended December 31, 2014. As of December 31, 2014, the Savvis trade name and the Savvis cloud software were fully amortized. Summary of Significant Accounting Policies Use of Estimates.Estimates Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles. These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions we mademake when accounting for items and matters such as, but not limited to, investments, long-term contracts, customer retention patterns, allowance for doubtful accounts, depreciation, amortization, asset valuations, internal labor capitalization rates, recoverability of assets (including deferred tax assets), impairment assessments, pension, post-retirement and other post-employment benefits, taxes, certain liabilities and other provisions and contingencies are reasonable, based on information available at the time they were made. These estimates, judgments and assumptions can affect the reported amounts of assets, liabilities and components of stockholders’ equity as of the dates of the consolidated balance sheets, as well as the reported amounts of revenue,revenues, expenses and components of cash flows during the periods presented in our consolidated statements of operations, our consolidated statements of comprehensive (loss) income and our consolidated statements of cash flows. We also make estimates in our assessments of potential losses in relation to threatened or pending tax and legal matters. See Note 12—11—Income Taxes and Note 15—14—Commitments and Contingencies for additional information. For matters not related to income taxes, if a loss is considered probable and the amount can be reasonably estimated, we recognize an expense for the estimated loss. If we have the potential to recover a portion of the estimated loss from a third party, we make a separate assessment of recoverability and reduce the estimated loss if recovery is also deemed probable. For matters related to income taxes, if we determine that the impact of an uncertain tax position is more likely than not to be sustained upon audit by the relevant taxing authority, then we recognize a benefit for the largest amount that is more likely than not to be sustained. No portion of an uncertain tax position will be recognized if the position has less than a 50% likelihood of being sustained. Interest is recognized on the amount of unrecognized benefit from uncertain tax positions. For all of these and other matters, actual results could differ from our estimates. Revenue Recognition.Recognition We recognize revenue for services when the related services are provided. Recognition of certain payments received in advance of services being provided is deferred until the service is provided. These advance payments include activation and installation charges, which we recognize as revenue over the expected customer relationship period, which ranges from eighteen months to over ten years depending on the service. We also defer costs for customer activations and installations. The deferral of customer activation and installation costs is limited to the amount of revenue deferred on advance payments. Costs in excess of advance payments are recorded as expense in the period such costs are incurred. Expected customer relationship periods are estimated using historical experience. Termination fees or other fees on existing contracts that are negotiated in conjunction with new contracts are deferred and recognized over the new contract term. We offer bundle discounts to our customers who receive certain groupings of services. These bundle discounts are recognized concurrently with the associated revenuesrevenue and are allocated to the various services in the bundled offering based on the estimated selling price of services included in each bundled combination. Customer arrangements that include both equipment and services are evaluated to determine whether the elements are separable. If the elements are deemed separable and separate earnings processes exist, the revenue associated with each elementthe customer arrangement is allocated to each element based on the relative estimated selling price of the separate elements. We have estimated the selling prices of each element by reference to vendor-specific objective evidence of selling prices when the elements are sold separately. The revenue associated with each element is then recognized as earned. For example, if we receive an advance payment when we sell equipment and continuing service together, we immediately recognize as revenue the amount allocated to the equipment as long as all the conditions for revenue recognition have been satisfied. The portion of the advance payment allocated to the service based upon its relative selling price is recognized ratably over the longer of the contractual period or the expected customer relationship period. We have periodically transferredtransfer optical capacity assets on our network to other telecommunications service carriers. These transactions are structured as indefeasible rights of use, commonly referred to as IRUs, which are the exclusive right to use a specified amount of capacity or fiber for a specified term, typically 20 years. We account for the cash consideration received on transfers of optical capacity assets and on all of the other elements deliverable under an IRU, as revenue ratably over the term of the agreement. We have not recognized revenue on any contemporaneous exchanges of our optical capacity assets for other optical capacity assets. We offer someIn connection with offering products and services that are provided by third-party vendors. Wevendors, we review the relationship between us, the vendor and the end customer to assess whether revenue should be reported on a gross or net basis. In assessing whether revenue should be reported on a gross or net basis, we consider whether we act as a principal in the transaction, take title to the products, have risk and rewards of ownership or act as an agent or broker. Based on our agreements with DIRECTV and Verizon Wireless, we offer these services through sales agency relationships which are reported on a net basis.
For our data hosting operations, we have service level commitments pursuant to contracts with certain of our clients. To the extent that such service levels are not achieved or are otherwise disputed due to performance or service issues or other service interruptions or conditions, we will estimate the amount of credits to be issued and record a reduction to revenue,revenues, with a corresponding increase in the credit reserve. USF, Gross Receipts Taxes and Other Surcharges.Surcharges In determining whether to include in our revenuerevenues and expenses the taxes and surcharges collected from customers and remitted to governmentalgovernment authorities, including USF charges, sales, use, value added and some excise taxes, we assess, among other things, whether we are the primary obligor or principal taxpayer for the taxes assessed in each jurisdiction where we do business. In jurisdictions where we determine that we are the principal taxpayer, we record the surcharges on a gross basis and include them in our revenuerevenues and costs of services and products. In jurisdictions where we determine that we are merely a collection agent for the government authority, we record the taxes on a net basis and do not include them in our revenuerevenues and costs of services and products. Advertising Costs Advertising Costs.Costs related to advertising are expensed as incurred and included in selling, general and administrative expenses in our consolidated statements of operations. ForOur advertising expense was $214 million, $210 million and $189 million for the years ended December 31, 2014, 2013 and 2012, 2011 and 2010, our advertising expense was $189 million, $275 million and $49 million, respectively.
Legal Costs Legal Costs.In the normal course of our business, we incur costs to hire and retain external legal counsel to advise us on regulatory, litigation and other matters. We expense these costs as the related services are received.
Income Taxes Income Taxes.We file a consolidated federal income tax return with our eligible subsidiaries. The provision for income taxes consists of an amount for taxes currently payable, an amount for tax consequences deferred to future periods, adjustments to our liabilities for uncertain tax positions and amortization of investment tax credits. We
record deferred income tax assets and liabilities reflecting future tax consequences attributable to tax net operating losses (“NOLs”), tax credit carryforwards and differences between the financial statement carrying value of assets and liabilities and the tax bases of those assets and liabilities. Deferred taxes are computed using enacted tax rates expected to apply in the year in which the differences are expected to affect taxable income. The effect on deferred income tax assets and liabilities of a change in tax rate is recognized in earnings in the period that includes the enactment date. We establish valuation allowances when necessary to reduce deferred income tax assets to the amounts that we believe are more likely than not to be recovered. A significant portion of our net deferred tax assets relate to tax benefits attributable to NOLs. Each quarter we evaluate the need to retain all or a portion of the valuation allowance on our deferred tax assets. At December 31, 2012, we had established a $281 million valuation allowance, primarily related to state NOLs, as it is more likely than not that this amount will not be utilized prior to expiration. See Note 12—11—Income Taxes for additional information. Cash and Cash Equivalents.Equivalents Cash and cash equivalents include highly liquid investments that are readily convertible into cash and are not subject to significant risk from fluctuations in interest rates. As a result, the value at which cash and cash equivalents are reported in our consolidated financial statements approximates their fair value. In evaluating investments for classification as cash equivalents, we require that individual securities have original maturities of ninety days or less and that individual investment funds have dollar-weighted average maturities of ninety days or less. To preserve capital and maintain liquidity, we invest with financial institutions we deem to be of sound financial condition and in high quality and relatively risk-free investment products. Our cash investment policy limits the concentration of investments with specific financial institutions or among certain products and includes criteria related to credit worthiness of any particular financial institution. Book overdrafts occur when checks have been issued but have not been presented to our controlled disbursement bank accounts for payment. Disbursement bank accounts allow us to delay funding of issued checks until the checks are presented for payment. Until the issued checks are presented for payment, the book overdrafts are included in accounts payable on our consolidated balance sheet. This activity is included in the operating activities section in our consolidated statements of cash flows. Accounts Receivable and Allowance for Doubtful Accounts.Accounts Accounts receivable are recognized based upon the amount due from customers for the services provided or at cost for purchased and other receivables less an allowance for doubtful accounts. The allowance for doubtful accounts receivable reflects our best estimate of probable losses inherent in our receivable portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other currently available evidence. We generally consider our accounts past due if they are outstanding over 30 days. Our collection process varies by the customer segment, amount of the receivable, and our evaluation of the customer’s credit risk. Our past due accounts are written off against our allowance for doubtful accounts when collection is considered to be not probable. Any recoveries of accounts previously written off are generally recognized as a reduction in bad debt expense in the period received. The carrying value of accounts receivable net of the allowance for doubtful accounts approximates fair value. Property, Plant and Equipment.Equipment Property, plant and equipment acquired in connection with our acquisitions was recorded based on its estimated fair value as of its acquisition date plus the estimated value of any associated legally or contractually required retirement obligations. Property,Purchased and constructed property, plant and equipment purchased subsequent to our acquisitions is recorded at cost, plus the estimated value of any associated legally or contractually required retirement obligations. Property, plant and equipment is depreciated primarily using the straight-line group method. Under the straight-line group method, assets dedicated to providing telecommunications services (which comprise the majority of our property, plant and equipment) that have similar physical characteristics, use and expected useful lives are categorized in the year acquired on the basis of equal life groupspooled for purposes of depreciation and tracking. The equal life group procedure is used to establish each pool’s average remaining useful life. Generally, under the straight-line group method, when an asset is sold or retired in the course of normal business activities, the cost is deducted from property, plant and equipment and charged to accumulated depreciation without recognition of a gain or loss. A gain or loss is recognized in our consolidated statements of operations only if a disposal is abnormal or unusual. Leasehold improvements are amortized over the shorter of the useful lives of the assets or the expected lease term. Expenditures for maintenance and repairs are expensed as incurred. Interest is capitalized during the construction phase of network and other internal-use capital projects. Employee-related costs for construction of network and other internal use assets are also capitalized during the construction phase. Property, plant and equipment supplies used internally are carried at average cost, except for significant individual items for which cost is based on specific identification. We perform annual internal reviews to evaluate the reasonableness of the depreciable lives for our property, plant and equipment. Our reviews utilize models that take into account actual usage, physical wear and tear, replacement history, assumptions about technology evolution and, in certain instances, actuarially determined probabilities to estimate the remaining useful life of our asset base. Our remaining useful life assessments anticipate the loss in service value of assets that may precede the physical retirement. Assets shared among many customers may lose service value as those customers leave the network. However, the asset is not retired until all customers no longer utilize the asset. We have asset retirement obligations associated with the legally or contractually required removal of a limited group of property, plant and equipment assets from leased properties and the disposal of certain hazardous materials present in our owned properties. When an asset retirement obligation is identified, usually in association with the acquisition of the asset, we record the fair value of the obligation as a liability. The fair value of the obligation is also capitalized as property, plant and equipment and then amortized over the estimated remaining useful life of the associated asset. Where the removal obligation is not legally binding, the net cost to remove assets is expensed in the period in which the costs are actually incurred. We review long-lived tangible assets other than goodwill and other intangible assets with indefinite lives, for impairment whenever facts and circumstances indicate that the carrying amounts of the assets may not be recoverable. For measurementassessment purposes, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, absent a material change in operations. An impairment loss is recognized only if the carrying amount of the asset group is not recoverable and exceeds its fair value. Recoverability of the asset group to be held and used is measuredassessed by comparing the carrying amount of the asset group to the estimated undiscounted future net cash flows expected to be generated by the asset group. If the asset group’s carrying value is not recoverable, an impairment charge is recognized for the amount by which the carrying amount of the asset group exceeds its fair value. We determine fair values by using a combination of comparable market values and discounted cash flows, as appropriate. Goodwill, Customer Relationships and Other Intangible Assets.Assets Intangible assets arising from business combinations, such as goodwill, customer relationships, capitalized software, trademarks and trade names, are initially recorded at estimated fair value. We amortize customer relationships primarily over an estimated life of 10 years to 12.515 years, using either the sum-of-the-years-digits or the straight-line methods, depending on the type of customer. We amortize capitalized software using the straight-line method over estimated lives ranging up to seven7 years, except for approximately $237 million of our capitalized software costs, which represents costs to develop an integrated billing and customer care system which is amortized using the straight-line method over a 20 year period. We amortize our other intangible assets predominantly using the sum-of-the-years digitssum-of-the-years-digits method over an estimated life of four4 years. Other intangible assets not arising from business combinations are initially recorded at cost. Where there are no legal, regulatory, contractual or other factors that would reasonably limit the useful life of an intangible asset, we classify the intangible asset as indefinite-lived and such intangible assets are not amortized. Internally used software, whether purchased or developed by us, is capitalized and amortized using the straight-line group method over its estimated useful life. We have capitalized certain costs associated with software such as costs of employees devoting time to the projects and external direct costs for materials and services. Costs associated with software to be used for internal purposes are expensed until the point at which the project has reached the development stage. Subsequent additions, modifications or upgrades to internal-use software are capitalized only to the extent that they allow the software to perform a task it previously did not perform. Software maintenance, data conversion and training costs are expensed in the period in which they are incurred. We review the remaining economic lives of our capitalized software annually. Capitalized software is included in other intangible assets, net, in our consolidated balance sheets. Our long-lived intangible assets, other than goodwill, with indefinite lives are testedassessed for impairment annually, or, under certain circumstances, more frequently, such as when events or circumstances indicate there may be an impairment. These assets are carried at historical cost if theirthe estimated fair value is greater than their carrying amounts.at the time of acquisition and assets not acquired in acquisitions are recorded at historical cost. However, if their estimated fair value is less than the carrying amount, other indefinite-lived intangible assets are reduced to their estimated fair value through an impairment charge to our consolidated statements of operations. We early adoptedannually review the provisionsestimated lives and methods used to amortize our other intangible assets. The actual amounts of Accounting Standards Update (“ASU”) 2012-2, Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, duringamortization expense may differ materially from our estimates, depending on the fourth quarterresults of 2012, which allows us the option to first review qualitative factors to determine the likelihood of whether the indefinite-lived intangible asset is impaired before performing a qualitative impairment test. Under this approach, if we determine that it is more likely than not that the indefinite-lived intangible asset is impaired, we are required to compute and compare the fair value of the indefinite-lived intangible asset to its carrying amount to determine and measure the impairment loss, if any. We completed our qualitative assessment as of December 31, 2012 and concluded it is not more likely than not that our indefinite-lived intangible assets are impaired; thus, no impairment charge was recorded in 2012.annual review.
We are required to testassess goodwill for impairment at least annually, or more frequently if events or a change in circumstances indicate that an impairment may have occurred. We are required to write-down the value of goodwill in periods in which the recorded amount of goodwill exceeds the implied fair value.value of goodwill. Our reporting units which we refer to as our segments, are not discrete legal entities with discrete financial statements. Our assets and liabilities are employed in and relate to the operations of multiple reporting units. Therefore, the equity carrying value and future cash flows must be estimated each time a goodwill impairment analysisassessment is performed on a reporting unit. As a result, our assets, liabilities and cash flows are allocatedassigned to reporting units using reasonable and consistent allocation methodologies. Certain estimates, judgments and assumptions are required to perform these allocations.assignments. We believe these estimates, judgments and assumptions to be reasonable, but changes in many of these can significantly affect each reporting unit’s equity carrying value and future cash flows utilized for our goodwill impairment test. Our annual measurement date for testing goodwill impairment is September 30. As of September 30, 2012, we tested for goodwill impairment on our reporting units, which are our four operating segments (regional markets, wholesale markets, enterprise markets—network and enterprise markets—data hosting) that we recognized following our internal reorganization effective April 1, 2012. Inassessment. During the fourth quarter of 2012,2013, we completedelected to change the date of our annual assessment of goodwill impairment testingfrom September 30 to October 31. This is a change in method of applying an accounting principle which management believes is a preferable alternative as the new date of the assessment is more closely aligned with our strategic planning process. The change in the assessment date did not delay, accelerate or avoid a potential impairment charge in 2013. We performed our annual goodwill impairment assessment at September 30, 2013, prior to the change in our annual assessment date. We then performed a qualitative assessment of our goodwill as of October 31, 2013 and concluded that our goodwill for consumer, wholesale and business reporting units was not impaired and our goodwill for hosting reporting unit was not further impaired as of September 30, 2012. See Note 3—Goodwill, Customer Relationships and Other Intangible Assets for additional information.that date. We are required to reassign goodwill to reporting units each time we reorganize our internal reporting structure which causes a change in the composition of our operating segments.reporting units. Goodwill is reassigned to the reporting units using a relative fair value approach. We utilize the earnings before interest, taxtaxes, depreciation and depreciationamortization as our allocation methodology as it represents a reasonable proxy for the fair value of the operations being reorganized. We periodically review the estimated livesSee Note 2—Goodwill, Customer Relationships and methods used to amortize our other intangible assets. The actual amounts of amortization expense may differ materially from our estimates, depending on the results of our periodic reviews.Other Intangible Assets for additional information.
Pension and Post-Retirement Benefits.Benefits We recognize the overfunded or underfundedfunded status of our defined benefit and post-retirement plans as an asset or a liability on our consolidated balance sheet. Each year’s actuarial gains or losses are a component of our other comprehensive (loss) income, which is then included in our accumulated other comprehensive (loss) income.loss. Pension and post-retirement benefit expenses are recognized over the period in which the employee renders service and becomes eligible to receive benefits. We make significant assumptions (including the discount rate, expected rate of return on plan assets, mortality and health care trend rates) in computing the pension and post-retirement benefits expense and obligations. See Note 8—7—Employee Benefits for additional information. Foreign Currency Foreign Currency.Our results of operations include foreign subsidiaries, which are translated from the applicable functional currency to the United States Dollar using the average exchange rates during the reporting period, while assets and liabilities are translated at the reporting date. ResultingWe include gains or losses from translating foreign currency areremeasurement in other income, net in our consolidated statements of operations. Certain non-U.S. subsidiaries designate the local currency as their functional currency, and we record the translation of their assets and liabilities into U.S. dollars at the balance sheet date as translation adjustments and include them as a component of our other comprehensive (loss) income, which is then included in our accumulated other comprehensive (loss) income. For the years ended December 31, 2012, 2011 and 2010,loss in our foreign currency translation gain (loss), net of tax, was $6 million, $(15) million and $-0- million, respectively.consolidated balance sheets.
Common Stock Common Stock.At December 31, 2012,2014, we had 4 million unissued shares of CenturyLink common stock reserved of 34for acquisitions. In addition, we had 27 million shares authorized for future issuance under our equity incentive compensation, 4 million shares for acquisitions and 3 million shares for our employeeplans.
Preferred stock purchase plan (“ESPP”). Preferred Stock.Holders of outstanding CenturyLink preferred stock are entitled to receive cumulative dividends, receive preferential distributions equal to $25 per share plus unpaid dividends upon CenturyLink’s liquidation and vote as a single class with the holders of common stock.
Dividends We pay dividends out of retained earnings to the extent we have retained earnings on the date the dividend is declared. If the dividend is in excess of our retained earnings on the declaration date, then the excess is drawn from our additional paid-in capital. Recent Accounting Pronouncements On May 28, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09” or “new standard”). The new standard is effective for annual and interim periods beginning January 1, 2017, and early adoption is prohibited. ASU 2014-09 may be adopted by applying the provisions of the new standard on a retrospective basis to the periods included in the financial statements or on a modified retrospective basis which would result in the recognition of a cumulative effect of adopting ASU 2014-09 in the first quarter of 2017. We have not yet decided which implementation method we will adopt. The new standard replaces virtually all existing generally accepted accounting principles (“GAAP”) on revenue recognition and replaces them with a principles-based approach for determining revenue recognition using a new five step model. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also includes new accounting principles related to the deferral and amortization of contract acquisition and fulfillment costs. We currently do not defer any contract acquisition costs and defer contract fulfillment costs only up to the extent of any revenue deferred. We are studying the new standard and are in the early stages of assessing the impact the new standard will have on us and our consolidated financial statements. We cannot, however, provide any estimate of the impact of adopting the new standard at this time. Out-of-Period Adjustments During the year ended December 31, 2012, we discovered and corrected an error that resulted in an overstatement of depreciation expense in 2011. We evaluated the error considering both quantitative and qualitative factors and concluded that the error was immaterial to our previously issued and current period consolidated financial statements. Therefore, we recognized a $30 million reduction in depreciation expense during the year ended December 31, 2012. The correction of the error resulted in an increase in net income of $19 million, or approximately $0.03 per basic and diluted common share, for the year ended December 31, 2012. Acquisition of Savvis
On July 15, 2011, we acquired all of the outstanding common stock of Savvis, a provider of cloud hosting, managed hosting, colocation and network services in domestic and foreign markets. We believe this acquisition enhances our ability to be an information technology partner with our existing business customers and strengthens our opportunities to attract new business customers in the future. Each share of Savvis common stock outstanding immediately prior to the acquisition converted into the right to receive $30 per share in cash and 0.2479 shares of CenturyLink common stock. The aggregate consideration of $2.382 billion consisted of:
cash payments of $1.732 billion;
the 14.313 million shares of CenturyLink common stock issued to consummate the acquisition,
the closing stock price of CenturyLink common stock at July 14, 2011 of $38.54; and
the estimated net value of the pre-combination portion of certain share-based compensation awards assumed by CenturyLink of $98 million, of which $33 million was paid in cash.
Upon completing the acquisition, we also paid $547 million to retire certain pre-existing Savvis debt and accrued interest, and paid related transaction expenses totaling $15 million. The cash payments required on or about the closing date were funded using existing cash balances, which included the net proceeds from the June 2011 issuance of senior notes with an aggregate principal amount of $2 billion. See Note 4—Long-term Debt and Credit Facilities, for additional information about our senior notes.
We have completed our valuation of the fair value of Savvis’ assets acquired and liabilities assumed, along with the related allocations to goodwill and intangible assets. The aggregate consideration paid by us exceeded the aggregate estimated fair value of the assets acquired and liabilities assumed by $1.349 billion, which we have recognized as goodwill. This goodwill is attributable to strategic benefits, including enhanced financial and operational scale, and product and market diversification that we expect to realize. None of the goodwill associated with this acquisition is deductible for income tax purposes.
The following is our assignment of the aggregate consideration:
| | | | | | | | July 15, 2011 | | | | | (Dollars in millions) | | Cash, accounts receivable and other current assets* | | $ | 214 | | Property, plant and equipment | | | 1,367 | | Identifiable intangible assets | | | | | Customer relationships | | | 739 | | Other | | | 51 | | Other noncurrent assets | | | 27 | | Current liabilities, excluding current maturities of long-term debt | | | (129 | ) | Current maturities of long-term debt | | | (38 | ) | Long-term debt | | | (840 | ) | Deferred credits and other liabilities | | | (358 | ) | Goodwill | | | 1,349 | | | | | | | Aggregate consideration | | $ | 2,382 | | | | | | |
* | Includes estimated fair value of $90 million for accounts receivable which had gross contractual value of $101 million on July 15, 2011. The $11 million difference between the gross contractual value and the estimated fair value assigned represents our best estimate as of July 15, 2011 of contractual cash flows that would not be collected. |
We have retrospectively adjusted our previously reported preliminary assignment of the aggregate Savvis consideration for changes to our original estimates. These changes are the result of additional information obtained since the filing of our Form 10-K for the year ended December 31, 2011, which occurred during the one-year measurement period. Due to these revisions in our estimates, (i) customer relationships decreased $55 million due to a decrease in our customer relationships valuation, (ii) property, plant and equipment increased $32 million primarily from a revision to our valuation of our capital lease assets, and (iii) deferred credits and other liabilities decreased by $30 million primarily from changes in deferred taxes. Among other minor revisions, goodwill decreased by $8 million as an offset to the above-mentioned changes. The depreciation and amortization expense impact of the adjustments to intangible assets and property, plant and equipment valuations did not result in a material change to previously—reported amounts.
Acquisition of Qwest
On April 1, 2011, we acquired all of the outstanding common stock of Qwest, a provider of data, Internet, video and voice services nationwide and globally. We entered into this acquisition, among other things, to realize certain strategic benefits, including enhanced financial and operational scale, market diversification and leveraged combined networks. As of the acquisition date, Qwest served approximately 9.0 million access lines and approximately 3.0 million broadband subscribers across 14 states. Each share of Qwest common stock outstanding immediately prior to the acquisition converted into the right to receive 0.1664 shares of CenturyLink common stock, with cash paid in lieu of fractional shares. The aggregate consideration was $12.273 billion based on:
the 294 million shares of CenturyLink common stock issued to consummate the acquisition;
the closing stock price of CenturyLink common stock at March 31, 2011 of $41.55;
the estimated net value of the pre-combination portion of share-based compensation awards assumed by CenturyLink of $52 million (excluding the value of restricted stock included in the number of issued shares specified above); and
cash paid in lieu of the issuance of fractional shares of $5 million.
We assumed approximately $12.7 billion of long-term debt in connection with our acquisition of Qwest.
We have completed our valuation of the fair value of Qwest’s assets acquired and liabilities assumed, along with the related allocations to goodwill and intangible assets. The aggregate consideration exceeded the aggregate estimated fair value of the assets acquired and liabilities assumed by $10.123 billion, which we have recognized as goodwill. This goodwill is attributable to strategic benefits, including enhanced financial and operational scale, market diversification and leveraged combined networks that we expect to realize. None of the goodwill associated with this acquisition is deductible for income tax purposes.
The following is our assignment of the aggregate consideration:
| | | | | | | | April 1, 2011 | | | | | (Dollars in millions) | | Cash, accounts receivable and other current assets* | | $ | 2,121 | | Property, plant and equipment | | | 9,529 | | Identifiable intangible assets | | | | | Customer relationships | | | 7,558 | | Capitalized software | | | 1,702 | | Other | | | 189 | | Other noncurrent assets | | | 390 | | Current liabilities, excluding current maturities of long-term debt | | | (2,426 | ) | Current maturities of long-term debt | | | (2,422 | ) | Long-term debt | | | (10,253 | ) | Deferred credits and other liabilities | | | (4,238 | ) | Goodwill | | | 10,123 | | | | | | | Aggregate consideration | | $ | 12,273 | | | | | | |
* | Includes estimated fair value of $1.194 billion for accounts receivable which had gross contractual value of $1.274 billion on April 1, 2011. The $80 million difference between the gross contractual value and the estimated fair value assigned represents our best estimate as of April 1, 2011 of contractual cash flows that would not be collected. |
We have retrospectively adjusted our reported assignment of the aggregate Qwest consideration for changes to our original estimates of the fair value of certain items at the acquisition date. These changes are the result of additional information obtained since the filing of our Form 10-K for the year ended December 31, 2011, which occurred during the one-year measurement period. Due to these revisions of our estimates, (i) identifiable intangible assets decreased due to a $67 million decrease in our customer relationships valuation, (ii) property, plant and equipment decreased by $24 million primarily from a revision to our valuation of our buildings, and (iii) deferred credits and other liabilities decreased by $63 million primarily from a revision to one of our lease valuations and changes in tax liabilities. Among other minor revisions, goodwill increased by $17 million as an offset to the above-mentioned changes. The depreciation and amortization expense impact of the adjustments to intangible assets and property, plant and equipment valuations did not result in a material change to previously reported amounts.
On the acquisition date, we assumed Qwest’s contingencies. For more information on our contingencies, see Note 15—Commitments and Contingencies.
Acquisition-Related Expenses
We have incurred operating expenses related to our acquisition of Savvis in July 2011, Qwest in April 2011 and Embarq in July 2009. The table below summarizes our expenses related to our acquisitions, which consist primarily of integration and severance expenses:
| | | | | | | | | | | | | | | | Years Ended December 31, | | | | | 2012 | | | 2011 | | | 2010 | | | | | (Dollars in millions) | | Acquisition-related expenses | | $ | 83 | | | | 467 | | | | 145 | |
The total amounts of these expenses are recognized in our cost of services and products and selling, general and administrative expenses.
At December 31, 2012, we had incurred cumulative acquisition related expenses, consisting primarily of integration and severance related expenses, of $56 million for Savvis and $464 million for Qwest. In addition to the acquisition-related expenses included in the schedule for the year ended December 31, 2011, transaction expenses in the amount of $16 million were incurred in connection with terminating an unused loan financing commitment related to our Savvis acquisition. This amount was not considered an operating activity and therefore not included as an operating expense.
Qwest incurred cumulative pre-acquisition related expenses of $71 million, including $36 million in periods prior to being acquired and $35 million on the date of acquisition. Savvis incurred cumulative pre-acquisition related expenses of $22 million, including $3 million in periods prior to being acquired and $19 million on the date of acquisition. These amounts are not included in our results of operations.
References to Acquired Businesses
In the discussion that follows, we refer to the incremental business activities that we now operate as a result of the Savvis acquisition and the Qwest acquisition as “Legacy Savvis” and “Legacy Qwest”, respectively. References to “Legacy CenturyLink”, when used to a comparison of our consolidated results for the years ended December 31, 2012 and 2011, mean the business we operated prior to the Qwest and Savvis acquisitions.
Combined Pro Forma Operating Results (Unaudited)
The following unaudited pro forma financial information presents the combined results of CenturyLink as if the Qwest and Savvis acquisitions had been consummated as of January 1, 2010.
| | | | | | | | | | | | Years Ended December 31, | | | | | 2011 | | | 2010 | | | | | (Dollars in millions) | | Operating revenues | | $ | 18,692 | | | | 19,431 | | Net income | | | 601 | | | | 293 | | Basic earnings per common share | | | .97 | | | | .48 | | Diluted earnings per common share | | | .97 | | | | .48 | |
This pro forma information reflects certain adjustments to previously reported operating results, consisting of primarily:
decreased operating revenues and expenses due to the elimination of deferred revenues and deferred expenses associated with installation activities and capacity leases that were assigned no value at the acquisition date and the elimination of transactions among CenturyLink, Qwest and Savvis that are now subject to intercompany elimination;
increased amortization expense related to identifiable intangible assets, net of decreased depreciation expense to reflect the fair value of property, plant and equipment;
decreased recognition of retiree benefit expenses for Qwest due to the elimination of unrecognized actuarial losses;
decreased interest expense primarily due to the amortization of an adjustment to reflect the increased fair value of long-term debt of Qwest recognized on the acquisition date; and
the related income tax effects.
The pro forma information does not necessarily reflect the actual results of operations had the Qwest and Savvis acquisitions been consummated at January 1, 2010, nor is it necessarily indicative of future operating results. The pro forma information does not adjust for integration costs incurred by us, Qwest and Savvis during 2011 (which are further described above in this note) or integration costs to be incurred by us in future periods. In addition, the pro forma information does not give effect to any potential revenue enhancements, cost synergies or other operating efficiencies that could result from the acquisitions (other than those realized in our historical consolidated financial statements after the respective acquisition dates).
(3) | Goodwill, Customer Relationships and Other Intangible Assets |
Goodwill, customer relationships and other intangible assets consisted of the following: | | | | | | | As of December 31, | | | | | December 31,
2012 | | | December 31,
2011 | | | 2014 | | | 2013 | | | | | (Dollars in millions) | | | (Dollars in millions) | | Goodwill | | $ | 21,732 | | | | 21,732 | | | $ | 20,755 | | | | 20,674 | | | | | | | | | | | | | | | Customer relationships, less accumulated amortization of $2,524 and $1,337 | | | 7,052 | | | | 8,239 | | | Customer relationships, less accumulated amortization of $4,682 and $3,641 | | | | 4,893 | | | | 5,935 | | | | | | | | | | | | | | | Indefinite-life intangible assets | | | 268 | | | | 422 | | | | 268 | | | | 321 | | Other intangible assets subject to amortization | | | | | | | | | Capitalized software, less accumulated amortization of $814 and $441 | | | 1,399 | | | | 1,622 | | | Trade names and patents, less accumulated amortization of $142 and $71 | | | 128 | | | | 199 | | | Capitalized software, less accumulated amortization of $1,533 and $1,193 | | | | 1,338 | | | | 1,415 | | Trade names and patents, less accumulated amortization of $196 and $208 | | | | 41 | | | | 66 | | | | | | | | | | | | | | | Total other intangible assets, net | | $ | 1,795 | | | | 2,243 | | | $ | 1,647 | | | | 1,802 | | | | | | | | | | | | | | |
Total amortization expense for intangible assets for the years ended December 31, 2014, 2013 and 2012 2011 and 2010 was $1.682$1.470 billion, $1.425$1.589 billion and $206 million,$1.710 billion, respectively. As of December 31, 2014, the gross carrying amount of goodwill, customer relationships, indefinite-life and other intangible assets was $33.706 billion. We estimate that total amortization expense for intangible assets for the years ending December 31, 20132015 through 20172019 will be as follows: | | | | (Dollars in millions) | | | (Dollars in millions) | | 2013 | | $ | 1,493 | | | 2014 | | | 1,369 | | | 2015 | | | 1,232 | | | $ | 1,244 | | 2016 | | | 1,104 | | | | 1,145 | | 2017 | | | 983 | | | | 1,036 | | 2018 | | | | 922 | | 2019 | | | | 805 | |
Our goodwill was derived from numerous acquisitions wherebywhere the purchase price exceeded the fair value of the net assets acquired. For more information on our recent acquisitions and resulting fair values, see Note 2—Acquisitions. During the year ended December 31, 2012, during the respective one-year measurement periods for our recent acquisitionsfirst quarter of 2013, we retrospectively adjusted our previously reported preliminary assignment of the aggregate consideration for changes to our original estimates. Due to these revisions in our estimates, goodwill increased by $8 million. This adjustment to goodwill has been reflected in the balance sheets for both December 31, 2012 and December 31, 2011. Effective April 1, 2012, we restructuredreorganized our operating segments to support our newthen operating structure. As a result, we reassigned goodwill to our reporting units using a relative fair value allocation approach. As of December 31, 2012,January 3, 2013, we attributedassigned our aggregate goodwill balance to our then four reportable segments as follows.
| | | | | | | | As of
January 3, 2013 | | | | | (Dollars in millions) | | Business | | $ | 6,363 | | Consumer | | | 10,348 | | Wholesale | | | 3,274 | | Hosting | | | 1,642 | | | | | | | Total goodwill | | $ | 21,627 | | | | | | |
We assess our goodwill balances to our segments as follows: | | | | | | | | December 31, 2012 | | | | | (Dollars in millions) | | Regional markets | | $ | 15,170 | | Wholesale markets | | | 3,283 | | Enterprise markets—network | | | 1,788 | | Enterprise markets—data hosting | | | 1,491 | | | | | | | Total goodwill | | $ | 21,732 | | | | | | |
We test our goodwilland other indefinite-lived intangible assets for impairment annually, or, under certain circumstances, more frequently, such as when events or circumstances indicate there may be impairment. We are required to write down the value of goodwill only in periods in whichwhen our assessment determines the recorded amount of goodwill exceeds the estimated fair value. OurFor 2014, our annual measurement date for testing impairment is September 30. As of September 30, 2012, we tested for goodwill impairment onassessment date was October 31, at which date we assessed goodwill at our reporting units, which were our then four reportable segments (consumer, business, wholesale and hosting). See Note 1—Basis of Presentation and Summary of Significant Accounting Policies, for information about the change in our goodwill impairment assessment date. Our annual impairment assessment date for indefinite-lived intangible assets other than goodwill is December 31.
Our reporting units are our four operating segments (regional markets, wholesale markets, enterprise markets—networknot discrete legal entities with discrete financial statements. Our assets and enterprise markets—data hosting)liabilities are employed in and relate to the operations of multiple reporting units. For each reporting unit, we compare its estimated fair value of equity to its carrying value of equity that we recognized following our internal reorganizationassign to the reporting unit. If the estimated fair value of the reporting unit is greater than the carrying value, we conclude that no impairment exists. If the estimated fair value of the reporting unit is less than the carrying value, a second calculation is required in which the second quarter of 2012. We adopted the provisions of ASU 2011-08, Testing Goodwill for Impairment, in the third quarter of 2011, which permits us to make a qualitative assessment of whether it is more likely than not that a reporting unit’s, which we refer to as our segments,implied fair value of goodwill is compared to the carrying value of goodwill that we assigned to the reporting unit. If the implied fair value of goodwill is less than its carrying amount before applying the two-stepvalue, goodwill impairment test, which requires us (i) in step one,must be written down to identify potential impairments by comparing the estimatedits implied fair valuevalue.
As of a reporting unit against its carrying value and (ii) in step two, to quantify any impairment identified in step one. At September 30, 2012, as a result of the recent internal reorganization of our four segmentsOctober 31, 2014, we did not have a baseline valuation to perform a qualitative assessment. We estimated the fair value of our four segments using an equal weighting based onthen consumer, business and wholesale reporting units by considering both a market approach and a discounted cash flow method.method and our then hosting reporting unit by considering only a discounted cash flow method, which resulted in a Level 3 fair value measurement. The market approach method includes the use of comparable multiples of publicly traded companies whose services are comparable to ours. The discounted cash flow method is based on the present value of projected cash flows and a terminal value, which represents the expected normalized cash flows of the segmentsreporting units beyond the cash flows from the discrete nine-year projection period. We discounted the estimated cash flows for our regional markets,then consumer, wholesale markets, and enterprise markets—network segmentsbusiness reporting units using a rate that represents a market participant’sour estimated weighted average cost of capital, which we determined to be approximately 6.0% as of the measurementassessment date (which was comprised of an after-tax cost of debt of 3.2%2.9% and a cost of equity of 8.4%8.2%). We discounted the estimated cash flows of our enterprise markets—datathen hosting segmentreporting unit using a rate that represents a market participant’sour estimated weighted average cost of capital, which we determined to be approximately 11.0% as of the measurementassessment date (which was comprised of an after-tax cost of debt of 3.2%2.9% and a cost of equity of 12.0%12.4%). We also reconciled the estimated fair values of the segmentsreporting units to our market capitalization as of September 30, 2012October 31, 2014 and concluded that the indicated implied control premium of approximately 14%4.3% was reasonable based on recent transactions in the market place. Based As of October 31, 2014, based on our analysisassessment performed with respect to ourthese reporting units as described above, we have concluded that our goodwill for our then four reporting units was not impaired as of that date. During 2013, our then hosting reporting unit experienced slower than previously projected revenues and margin growth and greater than anticipated competitive pressures and as a result, we recorded a non-cash, non-tax-deductible goodwill impairment charge of $1.092 billion for goodwill assigned to our then hosting reporting unit. The following table shows the rollforward of goodwill assigned to our reportable segments from the January 3, 2013 reorganization through December 31, 2014. | | | | | | | | | | | | | | | | | | | | | | | | Business | | | Consumer | | | Wholesale | | | Hosting | | | Total | | | | | (Dollars in millions) | | As of January 3, 2013 | | $ | 6,363 | | | | 10,348 | | | | 3,274 | | | | 1,642 | | | | 21,627 | | Acquisitions | | | — | | | | — | | | | — | | | | 139 | | | | 139 | | Impairment | | | — | | | | — | | | | — | | | | (1,092 | ) | | | (1,092 | ) | | | | | | | | | | | | | | | | | | | | | | As of December 31, 2013 | | $ | 6,363 | | | | 10,348 | | | | 3,274 | | | | 689 | | | | 20,674 | | Purchase accounting adjustments | | | — | | | | — | | | | — | | | | (11 | ) | | | (11 | ) | November 1, 2014 reorganization | | | 4,022 | | | | (70 | ) | | | (3,274 | ) | | | (678 | ) | | | — | | Acquisitions | | | 92 | | | | — | | | | — | | | | — | | | | 92 | | | | | | | | | | | | | | | | | | | | | | | As of December 31, 2014 | | $ | 10,477 | | | | 10,278 | | | | — | | | | — | | | | 20,755 | | | | | | | | | | | | | | | | | | | | | | |
During the year ended December 31, 2014, we acquired all of the outstanding stock of two companies for total consideration of $95 million, net of $2 million acquired cash and including immaterial future cash payments of which $92 million was attributed to goodwill and the remainder to various assets and liabilities. The valuation for both acquisitions is preliminary and subject to change during the measurement period which ends in December of 2015. The acquisitions were consummated to expand the product offerings of our business segment and therefore the goodwill has been assigned to that segment. The goodwill is attributed primarily to expected future increases in business segment revenue from the sale of new products. The goodwill is not impaired.deductible for tax purposes. Our long-lived intangibleDuring the year ended December 31, 2013, we acquired all of the outstanding stock of two companies for total cash consideration of $160 million, of which $139 million was attributed to goodwill and the remainder to various other assets and liabilities. During 2014, we finalized the valuation for one entity resulting in an increase in other intangibles assets of $19 million with indefinite lives are testeda corresponding reduction in goodwill of $11 million and deferred taxes of $8 million. The acquisitions were consummated to expand the product offerings of our business segment and therefore the goodwill has been assigned to that segment. The goodwill is primarily attributable to expected future increases in business segment revenue from the sale of new products to existing customers as well as the acquisition of new customers due to the products acquired. The goodwill is not deductible for impairment annually,tax purposes.
The acquisitions did not materially impact the consolidated results of operations from the dates of the acquisitions in either 2014 or under certain circumstances, more frequently, such as when events or circumstances indicate there may be an impairment. These assets are carried at historical cost if their estimated fair value is greater than their carrying amounts. However, if their estimated fair value is less than the carrying amount, other indefinite-lived intangible assets are reduced to their estimated fair value through an impairment charge to our consolidated statements2013 and would not materially impact pro forma results of operations. We early adopted For additional information on the provisionsreorganization of ASU 2012-2, Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, during the fourth quarter of 2012, which allows us the option to first review qualitative factors to determine the likelihood of whether the indefinite-lived intangible asset is our segments see Note 12—Segment Information.impaired before performing a qualitative impairment test. Under this approach, if we determine that it is more likely than not that the indefinite-lived intangible asset is impaired, we will be required to compute and compare the fair value of the indefinite-lived intangible asset to its carrying amount to determine and measure the impairment loss, if any. We completed our qualitative assessment of our indefinite-lived intangible assets other than goodwill as of December 31, 20122014 and concluded it is not more likely than not that our indefinite-lived intangible assets are not impaired; thus, no impairment charge was recorded in 2012.2014.
During the second quarter of 2012, we committed to a plan to sell our Advanced Wireless Services A Block and 700 MHz wireless in the A, B, and C Blocks, which in the aggregate had a basis of $154 million. We sold $58 million of our wireless spectrum assets during the fourth quarter of 2012, and we sold another $43 million of our wireless spectrum assets in January 2013. In the aggregate, these transactions resulted in a gain of $32 million. We expect to reach agreements with various other purchasers for the remaining spectrum, and the consummation of which will be subject to regulatory approval.
(4)(3) | Long-Term Debt and Credit Facilities |
Long-term debt, including unamortized discounts and premiums, at December 31, 2012 and 2011 consisted of borrowings by CenturyLink, Inc. and certain of its subsidiaries, including Qwest Corporation (“QC”), Qwest Capital Funding, Inc. and Embarq Corporation and subsidiaries (“Embarq”), were as follows: | | | | | | | | December 31, | | | | | | | As of December 31, | | | | | Interest Rates | | Maturities | | 2012 | | 2011 | | | Interest Rates | | Maturities | | 2014 | | 2013 | | | | | | | | | (Dollars in millions) | | | | | | | (Dollars in millions) | | CenturyLink, Inc. | | | | | | | | | | | | | | | | | Senior notes | | 5.000% - 7.650% | | 2013 - 2042 | | $ | 6,250 | | | | 4,518 | | | 5.000% - 7.650% | | 2015 - 2042 | | $ | 7,825 | | | | 7,825 | | Credit facility(1) | | 1.960% - 4.000% | | 2017 | | | 820 | | | | 277 | | | 1.910% - 4.000% | | 2019 | | | 725 | �� | | | 725 | | Term loan | | 2.22% | | 2019 | | | 424 | | | | — | | | 2.420% | | 2019 | | | 380 | | | | 402 | | Subsidiaries | | | | | | | | | | | | | | | | | Qwest | | | | | | | | | | Senior notes(2) | | 3.558% - 8.375% | | 2013 - 2052 | | | 9,168 | | | | 11,460 | | | Embarq | | | | | | | | | | Qwest Corporation | | | | | | | | | | Senior notes | | | 6.125% - 8.375% | | 2015 - 2054 | | | 7,311 | | | | 7,411 | | Qwest Capital Funding, Inc. | | | | | | | | | | Senior notes | | | 6.500% - 7.750% | | 2018 - 2031 | | | 981 | | | | 981 | | Embarq Corporation and subsidiaries | | | | | | | | | | Senior notes | | 7.082% - 7.995% | | 2016 - 2036 | | | 2,669 | | | | 4,013 | | | 7.082% - 7.995% | | 2016 - 2036 | | | 2,669 | | | | 2,669 | | First mortgage bonds | | 6.875% - 8.770% | | 2013 - 2025 | | | 322 | | | | 322 | | | 7.125% - 8.770% | | 2017 - 2025 | | | 232 | | | | 262 | | Other | | 6.750% - 9.000% | | 2013 - 2019 | | | 200 | | | | 200 | | | 9.000% | | 2019 | | | 150 | | | | 150 | | Other subsidiary notes | | | | | | | | | | First mortgage notes | | | | | | | — | | | | 65 | | | Capital lease and other obligations | | Various | | Various | | | 734 | | | | 712 | | | Various | | Various | | | 509 | | | | 619 | | Unamortized premiums (discounts) and other, net | | | | | | | 18 | | | | 269 | | | Unamortized discounts, net | | | | | | | | (111 | ) | | | (78 | ) | | | | | | | | | | | | | | | | | | | | | | Total long-term debt | | | | | | | 20,605 | | | | 21,836 | | | | | | | | 20,671 | | | | 20,966 | | Less current maturities | | | | | | | (1,205 | ) | | | (480 | ) | | | | | | | (550 | ) | | | (785 | ) | | | | | | | | | | | | | | | | | | | | | | Long-term debt, excluding current maturities | | | | | | $ | 19,400 | | | | 21,356 | | | | | | | $ | 20,121 | | | | 20,181 | | | | | | | | | | | | | | | | | | | | | | |
| (1) | The information presented here illustrates the interest rates and maturity on our credit facility as amended and restated on April 6, 2012. The outstanding amount of our Credit Facility borrowings at both December 31, 20122014 and 2013 was $820$725 million, with a weighted average interest raterates of 2.45%.2.270% and 2.176%, respectively. These amounts change on a regular basis. |
(2) | The $750 million of Qwest Corporation Notes due 2013 are floating rate notes, with a rate that resets every three months. As of the most recent measurement date of December 17, 2012, the rate for these notes was 3.558%. |
New Issuances 20122014
On June 25, 2012,September 29, 2014, QC issued $400$500 million aggregate principal amount of 7.00%6.875% Notes due 20522054, in exchange for net proceeds, after deducting underwriting discounts and other expenses, of $387$483 million. The Notes are senior unsecured obligations and may be redeemed, in whole or in part, on or after October 1, 2019, at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest to the redemption date. 2013 On November 27, 2013, CenturyLink, Inc. issued $750 million aggregate principal amount of 6.75% Notes due 2023, in exchange for net proceeds, after deducting underwriting discounts and other expenses, of approximately $742 million. The Notes are unsecured obligations and may be redeemed, in whole or in part, at any time at a redemption price equal to the greater of par or a “make-whole” rate specified in the Notes, plus accrued and unpaid interest to the redemption date. In addition, at any time on or prior to December 1, 2016, we may redeem up to 35% of the principal amount of the Notes at a redemption price equal to 106.75% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of certain equity offerings. Under certain circumstances, we will be required to make an offer to repurchase the Notes at a price of 101% of their aggregate principal amount plus accrued and unpaid interest to the repurchase date. On May 23, 2013, QC issued $775 million aggregate principal amount of 6.125% Notes due 2053, including $25 million principal amount that was sold pursuant to an over-allotment option granted to the underwriters for the offering, in exchange for net proceeds, after deducting underwriting discounts and other expenses, of approximately $752 million. The Notes are unsecured obligations and may be redeemed, in whole or in part, on or after JulyJune 1, 2017 at a redemption price equal to 100% of the principal amount redeemed plus accrued interest. On April 18, 2012, CenturyLink entered into a term loan in the amount of $440 million with CoBank and several other Farm Credit System banks. This term loan is payable in 29 consecutive quarterly installments of $5.5 million in principal plus interest through April 18, 2019, when the balance will be due. We have the option of paying monthly interest based upon either London Interbank Offered Rate (“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. Our term loan is guaranteed by two of our wholly-owned subsidiaries, Embarq and QCII, and one of QCII’s wholly-owned subsidiaries. The remaining terms and conditions of our term loan are substantially similar to those set forth in our Credit Facility, described in this Note below under “Credit Facilities.”
On April 2, 2012, QC issued $525 million aggregate principal amount of 7.00% Notes due 2052 in exchange for net proceeds, after deducting underwriting discounts and expenses, of $508 million. The Notes are unsecured obligations and may be redeemed, in whole or in part, on or after April 1, 2017 at a redemption price equal to 100% of the principal amount redeemed plus accrued interest.
On March 12, 2012, CenturyLink issued (i) $650 million aggregate principal amount of 7.65% Senior Notes due 2042 in exchange for net proceeds, after deducting underwriting discounts, of approximately $644 million and (ii) $1.4 billion aggregate principal amount of 5.80% Senior Notes due 2022 in exchange for net proceeds, after deducting underwriting discounts, of approximately $1.389 billion. The Notes are unsecured obligations and may be redeemed at any time on the terms and conditions specified therein.
2011
On October 4, 2011, our indirect wholly owned subsidiary, QC issued $950 million aggregate principal amount of its 6.75% Notes due 2021 in exchange for net proceeds, after deducting underwriting discounts and expenses, of $927 million. The notes are senior unsecured obligations of QC and may be redeemed, in whole or in part, at a redemption price equal to the greater of their principal amount or the present value of the remaining principal and interest payments discounted at a U.S. Treasury interest rate specified in the indenture agreement plus 50 basis points. In October 2011, QC used the net proceeds from this offering, together with the $557 million of net proceeds received on September 21, 2011 from the debt issuance described below and available cash, to redeem the $1.500 billion aggregate principal amount of its 8.875% Notes due 2012 and to pay all related fees and expenses, which resulted in an immaterial loss.
On September 21, 2011, QC issued $575 million aggregate principal amount of its 7.50% Notes due 2051 in exchange for net proceeds, after deducting underwriting discounts and expenses, of $557 million. The notes are senior unsecured obligations of QC and may be redeemed, in whole or in part, on or after September 15, 20162018 at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest to the redemption date.
On June 16, 2011, weMarch 21, 2013, CenturyLink, Inc. issued unsecured senior notes with an$1 billion aggregate principal amount of $2.0 billion (“Senior Notes”), consisting of (i) $400 million of 7.60% Senior5.625% Notes Series P, due 2039, (ii) $350 million of 5.15% Senior Notes, Series R, due 2017 and (iii) $1.250 billion of 6.45% Senior Notes, Series S, due 2021. After2020 in exchange for net proceeds, after deducting underwriting discounts and other expenses, we received aggregate net proceeds of $1.959 billion in exchange for the Senior Notes. Weapproximately $988 million. The Notes are unsecured obligations and may redeem the Senior Notes,be redeemed, in whole or in part, at any time at a redemption price equal to the greater of their principal amountpar or a “make-whole” rate specified in the present value of the remaining principal and interest payments discounted at a U.S. Treasury interest rates plus 50 basis points. We used the net proceeds to fund a portion of our acquisition of Savvis and repay certain of Savvis’ debt. See Note 2—Acquisitions for additional information. In April 2011, we received commitment letters from two banks to provide up to $2.0 billion in bridge financing for the Savvis acquisition. This arrangement was terminated in June 2011 in connection with the issuance of the Senior Notes, resulting in $16 million in transaction expenses recognized in other income (expense), net. On June 8, 2011, QC issued $661 million aggregate principal amount of its 7.375% Notes due 2051 in exchange for net proceeds, after deducting underwriting discounts and expenses, of $642 million. The notes are unsecured obligations of QC and may be redeemed, in whole or in part, on or after June 1, 2016 at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest to the redemption date. In addition, at any time on or prior to April 1, 2016, we may redeem up to 35% of the principal amount of the Notes at a redemption price equal to 105.625% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of certain equity offerings. Under certain circumstances, we will be required to make an offer to repurchase the Notes at a price of 101% of their aggregate principal amount plus accrued and unpaid interest to the repurchase date.
Repayments 20122014
On October 26, 2012, QCII redeemed all $550 million of its 8.00% Notes due 2015, which resulted in a gain of $15 million. On August 29, 2012, certain subsidiaries of CenturyLink paid $29 million and $30 million, respectively, to retire its outstanding Rural Utilities Service and Rural Telephone Bank debt.
On August 15, 2012, CenturyLink1, 2014, QC paid at maturity the $318$600 million principal amount of its 7.875%7.50% Notes.
On July 20, 2012, QCApril 1, 2014, a subsidiary of Embarq paid at maturity the $30 million principal amount of its 7.46% first mortgage bonds. 2013 On December 27, 2013, Qwest Communications International Inc. (“QCII”) redeemed all $484$186 million of its 7.50%7.125% Notes due 2023,2018 for $196 million including premium, fees and accrued interest, which resulted in an immaterial loss. On May 17, 2012, QCII redeemed $500a $3 million of its 7.50% Notes due 2014, which resulted in an immaterial gain.
On April 23, 2012, Embarq redeemed the remaining $200 million of its 6.738% Notes dueNovember 27, 2013, which resulted in an immaterial loss. On April 18, 2012, QCQCII completed a cash tender offer with respect to purchase a portion$800 million of its $811 million of 8.375%7.125% Notes due 2016 and its $400 million of 7.625% Notes due 2015. With respect to its 8.375% Notes due 2016, QC2018. QCII received and accepted tenders of approximately $575 million aggregate principal amount of these notes, or 71%, for $722 million including a premium, fees and accrued interest. With respect to its 7.625% Notes due 2015, QC received and accepted tenders of approximately $308$614 million aggregate principal amount of these notes, or 77%, for $369$646 million including a premium, fees and accrued interest. The completion of this tender offerinterest, which resulted in a loss of $46 million.$7 million gain.
On April 2, 2012,August 15, 2013, a subsidiary of Embarq completed a cash tender offer to purchase a portion of its $528paid at maturity the $50 million of 6.738% Notes due 2013 and its $2.0 billion of 7.082% Notes due 2016. With respect to its 6.738% Notes due 2013, Embarq received and accepted tenders of approximately $328 million aggregate principal amount of these notes, or 62%, for $360 million including a premium, fees and accrued interest. With respect to its 7.082% Notes due 2016, Embarq received and accepted tenders of approximately $816 million aggregate principal amount of these notes, or 41%, for $944 million including a premium, fees and accrued interest. The completion of these tender offers resulted in a loss of $144 million. On March 1, 2012, QCII redeemed $800 million of its 7.50% Notes due 2014, which resulted in an immaterial gain.
2011
In October 2011, QC used the net proceeds of $927 million from the October 4, 2011 issuance, together with the $557 million of net proceeds received from the September 21, 2011 debt issuance described above and available cash, to redeem the $1.5 billion aggregate principal amount of its 8.875% Notes due 2012 and to pay all related fees and expenses, which resulted in an immaterial loss.6.75% Notes.
In June 2011, QC usedOn July 15, 2013, a subsidiary of Embarq paid at maturity the net proceeds of $642$59 million from the June 8, 2011 debt issuance, together with available cash, to redeem $825 million aggregate principal amount of its 7.875% Notes due 2011 and to pay related fees and expenses, which resulted in an immaterial loss.6.875% Notes.
On June 17, 2013, QC paid at maturity the $750 million principal amount of its floating rate Notes. On April 1, 2013, CenturyLink, Inc. paid at maturity the $176 million principal amount of its 5.50% Notes. Credit Facilities On April 6, 2012,December 3, 2014, we amended and restated our $1.7existing $2 billion revolving credit facility to increase the aggregate principal amount available to $2.0 billion and to extend the maturity date to April 2017. ThisDecember 3, 2019. The amended credit facilityCredit Facility (the “Credit Facility”) has 1816 lenders, with commitments ranging from $2.5$3.5 million to $181$198.5 million and allows us to obtain revolving loans and to issue up to $400 million of letters of credit, which willupon issuance reduce the amount available for other extensions of credit. Interest is assessed on borrowings using either the LIBOR or the base rate (as(each as defined in the Credit Facility) plus an applicable margin between 1.25%1.00% and 2.25% per annum for LIBOR loans and 0.25%0.00% and 1.25% per annum for base rate loans depending on our then current senior unsecured long-term debt rating. Our obligations under the Credit Facility are guaranteed by twonine of our wholly-owned subsidiaries, Embarq and QCII, and one of QCII’s wholly-owned subsidiaries. In the event of a ratings decline below “investment grade” as defined, Savvis and its operating subsidiaries will become guarantors of the Credit Facility. As of December 31, 2012, there was $820 million outstanding under the Credit Facility. In April 2011, we entered into a $160 million uncommitted revolving letter of credit facility which enables us to provide letters of credit under terms that may be more favorable than those under the Credit Facility. At December 31, 2012,2014 and 2013, our outstanding letters of credit totaled $120$124 million and $132 million, respectively, under this facility. In January 2015, we entered into a $100 million uncommitted revolving line of credit with one of the lenders under the Credit Facility. Aggregate Maturities of Long-Term Debt Aggregate maturities of our long-term debt (excluding unamortized premiums, discounts and other)other, net): | | | | (Dollars in millions) | | | (Dollars in millions)(1) | | 2013 | | $ | 1,205 | | | 2014 | | | 781 | | | 2015 | | | 545 | | | $ | 550 | | 2016 | | | 1,488 | | | | 1,494 | | 2017 | | | 2,313 | | | | 1,497 | | 2018 and thereafter | | | 14,255 | | | 2018 | | | | 248 | | 2019 | | | | 1,474 | | 2020 and thereafter | | | | 15,519 | | | | | | | | | Total long-term debt | | $ | 20,587 | | | $ | 20,782 | | | | | | | | |
| (1) | Actual principal paid in all years may differ due to the possible future refinancing of outstanding debt or the issuance of new debt. |
Interest Expense Interest expense includes interest on long-term debt. The following table presents the amount of gross interest expense, net of capitalized interest: | | | | | | | | | | | | | | | | Years Ended
December 31, | | | | | 2012 | | | 2011 | | | 2010 | | | | | (Dollars in millions) | | Interest expense: | | | | | | | | | | | | | Gross interest expense | | $ | 1,362 | | | | 1,097 | | | | 557 | | Capitalized interest | | | (43 | ) | | | (25 | ) | | | (13 | ) | | | | | | | | | | | | | | Total interest expense | | $ | 1,319 | | | | 1,072 | | | | 544 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | Years Ended December 31, | | | | | 2014 | | | 2013 | | | 2012 | | | | | (Dollars in millions) | | Interest expense: | | | | | | | | | | | | | Gross interest expense | | $ | 1,358 | | | | 1,339 | | | | 1,362 | | Capitalized interest | | | (47 | ) | | | (41 | ) | | | (43 | ) | | | | | | | | | | | | | | Total interest expense | | $ | 1,311 | | | | 1,298 | | | | 1,319 | | | | | | | | | | | | | | |
Covenants Certain of our loan agreements contain various restrictions, as described more fully below. TheUnder current circumstances, we believe the covenants currently in place result in no significant restriction to the transfer of funds from our consolidated subsidiaries to CenturyLink. The senior notes of CenturyLink were issued under an indenture dated March 31, 1994. This indenture does not contain any financial covenants, but does include restrictions that limit our ability to (i) incur, issue or create liens upon our property and (ii) consolidate with or merge into, or transfer or lease all or substantially all of our assets to any other party. The indenture does not contain any provisions that are impacted by our credit ratings or that restrict the issuance of new securities in the event of a material adverse change to us. However, if the credit ratings relating to certain of our long-term debt securities issued under this indenture are downgraded in the manner specified thereunder in connection with a “change of control” of CenturyLink, then we will be required to offer to repurchase such debt securities. The senior notes of QC were issued under indentures governing Qwest’s debt securitiesdated April 15, 1990 and October 15, 1999. These indentures do not contain customaryany financial covenants, that restrictbut do contain restrictions on the abilityincurrence of liens and the consummation of certain transactions substantially similar to the above-described covenants in CenturyLink’s March 31, 1994 indenture. The senior notes of Qwest or its subsidiaries from incurring additional debt, making certain payments and investments, granting liens, and selling or transferring assets. We do not anticipate that these covenants will significantly restrict our abilityCapital Funding, Inc. were issued under an indenture dated June 29, 1998 containing terms substantially similar to manage cash balances or transfer cash between entities within our consolidated group of companies as needed. Since the Qwest parent company has achieved investment grade ratings from one of the rating agencies, most of the covenants listed above have been suspended. These covenants will be reinstated if the Qwest parent company loses the investment grade rating from that agency. Under the indenture governing these notes, we must repurchase the notes upon certain changes of control, which were not triggered upon the acquisition on April 1, 2011. This indenture also contains provisions for cross acceleration relating to any of our other debt obligations and the debt obligations of our restricted subsidiariesthose set forth in an aggregate amount in excess of $100 million.QC’s indentures.
Embarq’s senior notes were issued pursuant to an indenture dated as of May 17, 2006. While Embarq is generally prohibited from creating liens on its property unless its senior notes are secured equally and ratably, Embarq can create liens on its property without equally and ratably securing its senior notes so long as the sum of all indebtedness so secured does not exceed 15% of Embarq’s consolidated net tangible assets. The indenture contains customary events of default, none of which are impacted by Embarq’s credit rating. The indenture does notNone of the above-listed indentures contain any financial covenants or restrictions on the ability to issue new securities in accordance with the terms of the indenture. Several of our otherEmbarq subsidiaries have outstanding first mortgage bonds or notes.bonds. Each issue of these first mortgage bonds or notes is secured by substantially all of the property, plant and equipment of the issuing subsidiary. Approximately 21%10% of our net property, plant and equipment is pledged to secure the long-term debt of subsidiaries. Under the Credit Facility, we, and our indirect subsidiary, QC,Qwest Corporation, must maintain a debt to EBITDA (earnings before interest, taxes, depreciation and amortization, as defined in our Credit Facility) ratio of not more than 4:14.0:1.0 and 2.85:1,1.0, respectively, as of the last day of each fiscal quarter for the four quarters then ended. The Credit Facility also contains a negative pledge covenant, which generally provides restrictionsrequires us to secure equally and ratably any advances under the Credit Facility if we pledge assets or permit liens on our property and requires that any advances underfor the Credit Facility must also be secured equally and ratably.benefit of other debtholders. The Credit Facility also has a cross payment default provision, and the Credit Facility and certain of our debt securities also have cross acceleration provisions. When present, these provisions could have a wider impact on liquidity than might otherwise arise from a default or acceleration of a single debt instrument. To the extent that our EBITDA (as defined in our Credit Facility) is reduced by cash settlements or judgments, including in respect of any of the matters discussed in Note 14—Commitments and Contingencies, our debt to EBITDA ratios under certain debt agreements will be adversely affected. This could reduce our financing flexibility due to potential restrictions on incurring additional debt under certain provisions of our debt agreements or, in certain circumstances, could result in a default under certain provisions of such agreements. At December 31, 2012,2014, we believe we were in compliance with all of the provisions and covenants contained in our Credit Facility and other material debt agreements. Subsequent Event On February 17, 2015, CenturyLink paid at maturity the $350 million principal and amount due under its Series M 5.00% Notes. On February 20, 2015, QC entered into a new credit agreement with several lenders that allows QC to borrow up to $100 million under a term loan. Under this new credit agreement, QC borrowed $100 million under a ten-year term note that expires on February 20, 2025. (5)(4) | Accounts Receivable |
The following table presents details of our accounts receivable balances: | | | | | | | | | | | | December 31, | | | | | 2012 | | | 2011(1) | | | | | (Dollars in millions) | | Trade and purchased receivables | | $ | 1,782 | | | | 1,768 | | Earned and unbilled receivables | | | 274 | | | | 296 | | Other | | | 19 | | | | 31 | | | | | | | | | | | Total accounts receivable | | | 2,075 | | | | 2,095 | | Less: allowance for doubtful accounts | | | (158 | ) | | | (145 | ) | | | | | | | | | | Accounts receivable, less allowance | | $ | 1,917 | | | | 1,950 | | | | | | | | | | |
(1) | We have reclassified prior period amounts to conform to the current period presentation. |
| | | | | | | | | | | | As of
December 31, | | | | | 2014 | | | 2013 | | | | | (Dollars in millions) | | Trade and purchased receivables | | $ | 1,821 | | | | 1,862 | | Earned and unbilled receivables | | | 307 | | | | 252 | | Other | | | 22 | | | | 18 | | | | | | | | | | | Total accounts receivable | | | 2,150 | | | | 2,132 | | Less: allowance for doubtful accounts | | | (162 | ) | | | (155 | ) | | | | | | | | | | Accounts receivable, less allowance | | $ | 1,988 | | | | 1,977 | | | | | | | | | | |
We are exposed to concentrations of credit risk from residential and business customers within our local service area, business customers outside of our local service area and from other telecommunications service providers. We generally do not require collateral to secure our receivable balances. We have agreements with other telecommunications service providers whereby we agree to bill and collect on their behalf for services rendered by those providers to our customers within our local service area. We purchase accounts receivable from other telecommunications service providers primarily on a recourse basis and include these amounts in our accounts receivable balance. We have not experienced any significant loss associated with these purchased receivables. The following table presents details of our allowance for doubtful accounts: | | | | | | | | | | | | | | | | | | | | | | | | Beginning
Balance | | | Additions | | | Deductions | | | Other | | | Ending
Balance | | | | | (Dollars in millions) | | 2012 | | $ | 145 | | | | 187 | | | | (174 | ) | | | — | | | | 158 | | 2011 | | $ | 60 | | | | 153 | | | | (68 | ) | | | — | | | | 145 | | 2010 | | $ | 48 | | | | 91 | | | | (79 | ) | | | — | | | | 60 | |
| | | | | | | | | | | | | | | | | | | | Beginning
Balance | | | Additions | | | Deductions | | | Ending
Balance | | | | | (Dollars in millions) | | 2014 | | $ | 155 | | | | 159 | | | | (152 | ) | | | 162 | | 2013 | | $ | 158 | | | | 152 | | | | (155 | ) | | | 155 | | 2012 | | $ | 145 | | | | 187 | | | | (174 | ) | | | 158 | |
(6)(5) | Property, Plant and Equipment |
Net property, plant and equipment is composed of the following: | | | | Depreciable
Lives | | | December 31, | | | Depreciable
Lives | | As of December 31, | | | | | 2012 | | 2011 | | | 2014 | | 2013 | | | | | | | | (Dollars in millions) | | | (Dollars in millions) | | Land | | | N/A | | | $ | 579 | | | | 590 | | | n/a | | $ | 575 | | | | 585 | | Fiber, conduit and other outside plant(1) | | | 15-45 years | | | | 13,030 | | | | 12,415 | | | 15-45 | | | 15,151 | | | | 14,187 | | Central office and other network electronics(2) | | | 3-10 years | | | | 11,395 | | | | 9,683 | | | 3-10 | | | 13,248 | | | | 12,178 | | Support assets(3) | | | 3-30 years | | | | 6,235 | | | | 6,098 | | | 3-30 | | | 6,578 | | | | 6,420 | | Construction in progress(4) | | | N/A | | | | 847 | | | | 799 | | | n/a | | | 1,166 | | | | 937 | | | | | | | | | | | | | | | | | | | Gross property, plant and equipment | | | | | 32,086 | | | | 29,585 | | | | | | 36,718 | | | | 34,307 | | Accumulated depreciation | | | | | (13,054 | ) | | | (10,141 | ) | | | | | (18,285 | ) | | | (15,661 | ) | | | | | | | | | | | | | | | | | | Net property, plant and equipment | | | | $ | 19,032 | | | | 19,444 | | | | | $ | 18,433 | | | | 18,646 | | | | | | | | | | | | | | | | | | |
| (1) | Fiber, conduit and other outside plant consists of fiber and metallic cable, conduit, poles and other supporting structures. |
| (2) | Central office and other network electronics consists of circuit and packet switches, routers, transmission electronics and electronics providing service to customers. |
| (3) | Support assets consist of buildings, data centers, computers and other administrative and support equipment. |
| (4) | Construction in progress includes inventory held for construction and property of the aforementioned categories that has not been placed in service as it is still under construction. |
Effective January 1, 2012, we changed our rates of capitalized labor as we transitioned certain of Qwest’s legacy systems to our historical company systems. This transition resulted in an estimated $40 million to $55 million increase in the amount of labor capitalized as an asset compared to the amount that would have been capitalized if Qwest had continued to use its legacy systems and a corresponding estimated $40 million to $55 million decrease in operating expenses for the year ended December 31, 2012. The reduction in expenses described above, net of tax, increased net income approximately $25 million to $34 million, or $0.04 to $0.05 per basic and diluted common share, for the year ended December 31, 2012.
Effective January 1, 2012, we changed our estimates of the remaining useful lives and net salvage value for certain telecommunications equipment. These changes resulted in additional depreciation expense of approximately $26 million for the year ended December 31, 2012. This additional depreciation expense, net of tax, reduced net income by approximately $16 million, or $0.03 per basic and diluted common share, for the year ended December 31, 2012.
During the year ended December 31, 2012, we discovered and corrected an error that resulted in an overstatement of depreciation expense in 2011. We evaluated the error considering both quantitative and qualitative factors and concluded that the error was immaterial to our previously issued and current period consolidated financial statements. Therefore, we recognized a $30 million reduction in depreciation expense during the year ended December 31, 2012. The correction of the error resulted in an increase in net income of $19 million, or approximately $0.03 per basic and diluted common share, for the year ended December 31, 2012.
During the first and second quarters of 2012, we retrospectively adjusted our reported preliminary assignment of the aggregate Qwest and Savvis consideration for changes to our original estimates of the fair value of buildings at the acquisition date. This retrospective adjustment increased the previously reported December 31, 2011 support assets by $8 million.
During 2012, we reclassified certain prior period amounts of inventory held for construction to conform to the current period presentation. This reclassification increased construction in progress at December 31, 2011 by $55 million with an offsetting decrease to fiber, conduit and other outside plant and central office and other network electronics by $8 million and $47 million, respectively.
We recorded depreciation expense of $3.098$2.958 billion, $2.601$2.952 billion and $1.228$3.070 billion for the years ended December 31, 2012, 20112014, 2013 and 2010,2012, respectively. In 2014, we recorded an impairment charge of $17 million in connection with a sale-leaseback transaction involving an office building which closed in the fourth quarter of 2014. This impairment charge is included in selling, general and administrative expense in our consolidated statements of operations for the year ended December 31, 2014. In the second quarter of 2014, we entered into a separate definitive agreement to sell an office building for $12 million, which closed during the fourth quarter of 2014. Asset Retirement Obligations At December 31, 2012,2014, our asset retirement obligations balance was primarily related to estimated future costs of removing equipment from leased properties and estimated future costs of properly disposing of asbestos and other hazardous materials upon remodeling or demolishing buildings. Asset retirement obligations are included in other long-term liabilities on our consolidated balance sheets. The following table provides asset retirement obligation activity: | | | | Years Ended
December 31, | | | Years Ended
December 31, | | | | | 2012 | | 2011 | | 2010 | | | 2014 | | | 2013 | | | 2012 | | | | | (Dollars in millions) | | | (Dollars in millions) | | Balance at beginning of year | | $ | 109 | | | | 41 | | | | 39 | | | $ | 106 | | | | 106 | | | | 109 | | Accretion expense | | | 7 | | | | 9 | | | | 2 | | | | 7 | | | | 7 | | | | 7 | | Liabilities incurred | | | 1 | | | | — | | | | — | | | | 6 | | | | — | | | | 1 | | Liabilities assumed in Qwest and Savvis acquisitions | | | — | | | | 124 | | | | — | | | Liabilities settled and other | | | (1 | ) | | | (3 | ) | | | — | | | | (2 | ) | | | (4 | ) | | | (1 | ) | Change in estimate | | | (10 | ) | | | (62 | ) | | | — | | | | (10 | ) | | | (3 | ) | | | (10 | ) | | | | | | | | | | | | | | | | | | | | Balance at end of year | | $ | 106 | | | | 109 | | | | 41 | | | $ | 107 | | | | 106 | | | | 106 | | | | | | | | | | | | | | | | | | | | |
During 20122014, 2013 and 2011,2012 we revised our estimates for the cost of removal of network equipment, asbestos remediation, and other obligations by $10 million, $3 million and $62$10 million, respectively. These revisions resulted in a reduction of the asset retirement obligation and offsetting reduction to gross property, plant and equipment.equipment and revisions to assets specifically identified are recorded as a reduction to accretion expense. (7)(6) | Severance and Leased Real Estate |
Periodically, we have reductions in our workforce and have accrued liabilities for the related severance costs. These workforce reductions resulted primarily from the progression or completion of our post-acquisition integration plans, increased competitive pressures, cost reduction initiatives and reduced workload demands due to the loss of access lines.customers purchasing certain legacy services. We report severance liabilities within accrued expenses and other liabilities-salaries and benefits in our consolidated balance sheets and report severance expenses in cost of services and products and selling, general and administrative expenses in our consolidated statements of operations. We haveAs noted in Note 12—Segment Information, we do not allocated anyallocate these severance expenseexpenses to our regional, enterprise and wholesale markets segments. In periods prior to our acquisition of Qwest, Qwest had ceased using certain real estate that it was leasing under long-term operating leases. As of the April 1, 2011 acquisition date, we
We have recognized liabilities to reflect our preliminary estimates of the fair values of the existing lease obligations for real estate for which we hadhave ceased using, net of estimated sublease rentals. Our fair value estimates were determined using discounted cash flow methods. We recognize expense to reflect accretion of the discounted liabilities and periodically, we adjust the expense when our actual subleasing experience differs from our initial estimates. We report the current portion of liabilities for ceased-use real estate leases in accrued expenses and other liabilitiesliabilities-other and report the noncurrent portion in deferred credits and other liabilities in our consolidated balance sheets. We report the related expenses in selling, general and administrative expenses in our consolidated statements of operations. At December 31, 2012,2014, the current and noncurrent portions of our leased real estate accrual were $19$14 million and $112$82 million, respectively. The remaining lease terms range from 0.10.3 years to 13.011.0 years, with a weighted average of 9.08.5 years. Changes in our accrued liabilities for severance expenses and leased real estate were as follows: | | | | | | | | | | | | Severance | | | Real Estate | | | | | (Dollars in millions) | | Balance at December 31, 2010 | | $ | 18 | | | | — | | Accrued to expense | | | 132 | | | | 6 | | Liabilities assumed in Qwest acquisition | | | 20 | | | | 168 | | Payments, net | | | (133 | ) | | | (21 | ) | | | | | | | | | | Balance at December 31, 2011 | | | 37 | | | | 153 | | Accrued to expense | | | 96 | | | | 2 | | Payments, net | | | (113 | ) | | | (24 | ) | Reversals and adjustments | | | (3 | ) | | | — | | | | | | | | | | | Balance at December 31, 2012 | | $ | 17 | | | | 131 | | | | | | | | | | |
Our severance expenses for the year ended December 31, 2011 included $12 million of share-based compensation associated with the accelerated vesting of stock awards that occurred in connection with workforce reductions relating to the acquisition of Qwest.
| | | | | | | | | | | | Severance | | | Real Estate | | | | | (Dollars in millions) | | Balance at December 31, 2012 | | $ | 17 | | | | 131 | | Accrued to expense | | | 31 | | | | — | | Payments, net | | | (31 | ) | | | (16 | ) | Reversals and adjustments | | | — | | | | (2 | ) | | | | | | | | | | Balance at December 31, 2013 | | | 17 | | | | 113 | | Accrued to expense | | | 87 | | | | 1 | | Payments, net | | | (78 | ) | | | (16 | ) | Reversals and adjustments | | | — | | | | (2 | ) | | | | | | | | | | Balance at December 31, 2014 | | $ | 26 | | | | 96 | | | | | | | | | | |
Pension, Post-Retirement and Other Post-Employment Benefits We sponsor severalvarious defined benefit pension plans (qualified and non-qualified), which in the aggregate cover a substantial portion of our employees including separate plans for Legacylegacy CenturyLink, Legacylegacy Qwest and Legacylegacy Embarq employees. Until such time asOn December 31, 2014, we elect to integratemerged our existing qualified pension plans, which included merging the Qwest Pension Plan and Embarq benefit plans with ours, we plan to continue to operate these plans independently.Retirement Pension Plan into the CenturyLink Retirement Plan. The CenturyLink Retirement Plan was renamed the CenturyLink Combined Pension Plan (“Combined Plan”). Pension benefits for participants of these plansthe new Combined Plan who are represented by a collective bargaining agreement are based on negotiated schedules. All other participants’ pension benefits are based on each individual participant’s years of service and compensation. We use a December 31 measurement date for all our plans. In addition to these tax qualified pension plans, weWe also maintain non-qualified pension plans for certain current and former highly compensated employees. We maintain post-retirement benefit plans that provide health care and life insurance benefits for certain eligible retirees. We also provide other post-employment benefits for eligible former employees. Pension.In connection with the acquisition of Qwest on April 1, 2011, we assumed defined benefit pension plans sponsored by Qwest for its employees. Based on a valuation analysis, we recognized a $490 million net liability at April 1, 2011 for the unfunded status of the Qwest pension plans, reflecting projected benefit obligations of $8.3 billion in excess of the $7.8 billion fair value of plan assets.Pension Benefits
Current funding laws require a company with a plan shortfall to fund the annual cost of benefits earned in addition to a seven-year amortization of the shortfall. Our funding policy for the pension plansour Combined Plan is to make contributions with the objective of accumulating sufficient assets to pay all qualified pension benefits when due under the terms of the plans. The accounting unfunded status of our qualified pension plans was $2.5$2.4 billion as of December 31, 2012.2014. WeIn 2014, we made cash contributions of approximately $32$157 million in 2012 to our qualified pension plans. During the first quarterplans and paid approximately $6 million of 2013, we made a seriesbenefits directly to participants of cash contributions totaling $147 million to our qualifiednon-qualified pension plans. Based on current laws and circumstances, we doare not expectrequired to make any further required contributions to our qualified pension plans in 2015, but we estimate that we will pay approximately $6 million of benefits to participants of our non-qualified pension plans.
Our pension plans contain provisions that allow us, from time to time, to offer lump sum payment options to certain employees in settlement of their future retirement benefits. We record these planspayments as a settlement only if, in the aggregate, they exceed the sum of the annual service and interest costs for the remainder of 2013. In 2010, to align our benefit structure closer to those offered by our competitors, we froze our Legacy CenturyLink and Legacy Embarqplan’s net periodic pension benefit accruals forcost, which represents the settlement threshold. On December 8, 2014, lump sum pension settlement payments to terminated, but not-yet-retired participants in our non-represented employees at December 31, 2010. Such action resultedQwest qualified pension plan amounted to $460 million, which exceeded the settlement threshold of $418 million. As a result, we were required to recognize a non-cash settlement charge of $63 million in a reduction of our benefit obligation of approximately $110 million and resulted in2014 to accelerate the recognition of a curtailment gainportion of approximately $21 millionthe previously unrecognized actuarial losses in 2010. Priorthe qualified pension plan, which has been allocated and reflected in cost of services and products (exclusive of depreciation and amortization) and selling, general and administrative in our consolidated statement of operations for the year ended December 31, 2014. This non-cash charge reduced our recorded net income and retained earnings, with an offset to their acquisitionaccumulated other comprehensive loss in shareholders’ equity. The amount of any future non-cash settlement charges will be dependent on April 1, 2011, Qwest had frozen its pensionthe level of lump sum benefit accruals for non-represented employees.payments made in 2015 and beyond.
Other Post-Retirement Benefits.Benefits
Our post-retirement health care plans provide post-retirement benefits to qualified retirees. The post-retirement health care plans we assumed as part of our acquisitions of Qwest and Embarq provide post-retirement benefits to qualified retirees and allow (i) eligible employees retiring before certain dates to receive benefits at no or reduced cost and (ii) eligible employees retiring after certain dates to receive benefits on a shared cost basis. The post-retirement health care plans are primarily funded by us and we expect to continue funding these post-retirement obligations as benefits are paid. Our plans use a December 31 measurement date. In connection with the acquisition of Qwest on April 1, 2011, we assumed post-retirement benefit plans sponsored by Qwest for certain of its employees. At April 1, 2011, we recognized a $2.5 billion liability for the unfunded status of Qwest’s post-retirement benefit plans, reflecting estimated accumulated post-retirement benefit obligations of $3.3 billion in excess of the $762 million fair value of the plan assets.
No contributions were made to the post-retirement trusts in 2012 or 2011,2014, and we do not expect to make a contribution in 2013. A change2015. However, in 2014 we paid approximately $88 million of 100 basis pointsbenefits (net of participant contributions and direct subsidies) that were not payable by the trusts, and we estimate that in 2015, we will pay approximately $139 million of benefits (net of participant contributions and direct subsidies) that are not payable by the assumed initial health care cost trend rate would have had the following effects in 2012:trusts.
| | | | | | | | | | | | 100 Basis
Points Change | | | | | Increase | | | (Decrease) | | | | | (Dollars in millions) | | Effect on the aggregate of the service and interest cost components of net periodic post-retirement benefit expense (statement of operations) | | $ | 3 | | | | (3 | ) | Effect on benefit obligation (balance sheet) | | | 77 | | | | (70 | ) |
We expect our health care cost trend rate to decrease bybetween 0.25% to 0.15% per year from 6.75%6.00% in 20132015 to an ultimate rate of 4.50% in 2022.2024. Our post-retirement health care expense, for certain eligible Legacy Qwest retirees and certain eligible Legacy CenturyLink retirees, is capped at a set dollar amount. Therefore, those health care benefit obligations are not subject to increasing health care trends after the effective date of the caps. A change of 100 basis points in the assumed initial health care cost trend rate would have had the following effects in 2014: | | | | | | | | | | | | | | | | | | 100 Basis
Points Change | | | | | | | | | Increase | | | (Decrease) | | | | | | | (Dollars in millions) | Effect on the aggregate of the service and interest cost components of net periodic post-retirement benefit expense (consolidated statement of operations) | | | | $ | 4 | | | | (3 | ) | | | Effect on benefit obligation (consolidated balance sheet) | | | | | 92 | | | | (82 | ) | | |
Expected Cash Flows The qualified pension, non-qualified pension and post-retirement health care benefit payments and premiums and life insurance premium payments are paid by us or distributed from plan assets. The estimated benefit payments provided below are based on actuarial assumptions using the demographics of the employee and retiree populations and have been reduced by estimated participant contributions. | | | | | | | | | | | | | | | | Pension Plans | | | Post-Retirement
Benefit Plans | | | Medicare
Part D
Subsidy
Receipts | | | | | (Dollars in millions) | | Estimated future benefit payments: | | | | | | | | | | | | | 2013 | | $ | 1,051 | | | | 377 | | | | (25 | ) | 2014 | | | 1,006 | | | | 370 | | | | (26 | ) | 2015 | | | 996 | | | | 358 | | | | (28 | ) | 2016 | | | 985 | | | | 348 | | | | (29 | ) | 2017 | | | 972 | | | | 338 | | | | (31 | ) | 2018 - 2022 | | | 4,626 | | | | 1,511 | | | | (173 | ) |
| | | | | | | | | | | | | | | | Pension Plans | | | Post-Retirement
Benefit Plans | | | Medicare
Part D
Subsidy
Receipts | | | | | (Dollars in millions) | | Estimated future benefit payments: | | | | | | | | | | | | | 2015 | | $ | 1,061 | | | | 309 | | | | (7 | ) | 2016 | | | 1,011 | | | | 300 | | | | (7 | ) | 2017 | | | 996 | | �� | | 292 | | | | (7 | ) | 2018 | | | 980 | | | | 285 | | | | (7 | ) | 2019 | | | 965 | | | | 279 | | | | (7 | ) | 2020 - 2024 | | | 4,568 | | | | 1,276 | | | | (31 | ) |
Net Periodic Benefit Expense The measurement date used to determine pension, non-qualified pension and post-retirement health care and life insurance benefits is December 31. The actuarial assumptions used to compute the net periodic benefit expense for our qualified pension, non-qualified pension and post-retirement benefit plans are based upon information available as of the beginning of the year, as presented in the following table.
| | | | Pension Plans | | Post-Retirement Benefit Plans | | Pension Plans | | Post-Retirement Benefit Plans | | | | 2012 | | 2011(1) | | 2010 | | 2012 | | 2011(2) | | 2010 | | 2014 | | 2013 | | 2012 | | 2014 | | 2013 | | 2012 | Actuarial assumptions at beginning of year: | | | | | | | | | | | | | | | | | | | | | | | | | Discount rate | | 4.25% - 5.10% | | 5.00% - 5.50% | | 5.50% - 6.00% | | 4.60% - 4.80% | | 5.30% | | 5.70% - 5.80% | | 4.20% - 5.10% | | 3.50% - 4.20% | | 4.25% - 5.10% | | 4.50% | | 3.60% | | 4.60% - 4.80% | Rate of compensation increase | | 3.25% | | 3.25% | | 3.50% - 4.00% | | N/A | | N/A | | N/A | | 3.25% | | 3.25% | | 3.25% | | N/A | | N/A | | N/A | Expected long-term rate of return on plan assets | | 7.50% | | 7.50% - 8.00% | | 8.25% - 8.50% | | 6.00% - 7.50% | | 7.25% | | 7.25% | | 7.50% | | 7.50% | | 7.50% | | 6.00% - 7.50% | | 6.00% - 7.30% | | 6.00% - 7.50% | Initial health care cost trend rate | | N/A | | N/A | | N/A | | 8.00% | | 8.50% | | 8.00% | | N/A | | N/A | | N/A | | 6.00% - 6.50% | | 6.50% - 7.00% | | 8.00% | Ultimate health care cost trend rate | | N/A | | N/A | | N/A | | 5.00% | | 5.00% | | 5.00% | | N/A | | N/A | | N/A | | 4.50% | | 4.50% | | 5.00% | Year ultimate trend rate is reached | | N/A | | N/A | | N/A | | 2018 | | 2018 | | 2014 | | N/A | | N/A | | N/A | | 2024 | | 2022 | | 2018 |
N/A—Not applicable (1) | This column does not consider Qwest’s actuarial assumptions for its pension plan as of the beginning of the year due to the acquisition date of April 1, 2011. Qwest had the following actuarial assumptions as of April 1, 2011: discount rate of 5.40%; expected long-term rate of return on plan assets 7.50%; and a rate of compensation increase of 3.50%. |
(2) | This column does not consider Qwest’s actuarial assumptions for its post-retirement benefit plan as of the beginning of the year due to the acquisition date of April 1, 2011. Qwest had the following actuarial assumptions as of April 1, 2011: discount rate of 5.30%; expected long-term rate of return on plan assets of 7.50%; initial health care cost trend rate of 7.50% and ultimate health care trend rate of 5.00% to be reached in 2016. |
Net periodic (income) expense for our qualified and non-qualified pension expense, which includes the effects of the Qwest acquisition subsequent to April 1, 2011, includedplans include the following components: | | | | | | | | | | | | | | | | Pension Plans
Years Ended December 31, | | | | | 2012 | | | 2011(1) | | | 2010 | | | | | (Dollars in millions) | | Service cost | | $ | 87 | | | | 70 | | | | 61 | | Interest cost | | | 625 | | | | 560 | | | | 246 | | Expected return on plan assets | | | (847 | ) | | | (709 | ) | | | (283 | ) | Curtailment gain | | | — | | | | — | | | | (21 | ) | Settlements | | | — | | | | 1 | | | | — | | Amortization of unrecognized prior service cost | | | 4 | | | | 2 | | | | 2 | | Amortization of unrecognized actuarial loss | | | 35 | | | | 13 | | | | 17 | | | | | | | | | | | | | | | Net periodic pension (income) expense | | $ | (96 | ) | | | (63 | ) | | | 22 | | | | | | | | | | | | | | |
(1) | Includes $58 million of income related to the Qwest plans subsequent to the April 1, 2011 acquisition date. |
| | | | | | | | | | | | | | | | Pension Plans
Years Ended December 31, | | | | | 2014 | | | 2013 | | | 2012 | | | | | (Dollars in millions) | | Service cost | | $ | 77 | | | | 91 | | | | 87 | | Interest cost | | | 602 | | | | 544 | | | | 625 | | Expected return on plan assets | | | (891 | ) | | | (896 | ) | | | (847 | ) | Settlements | | | 63 | | | | — | | | | — | | Recognition of prior service cost | | | 5 | | | | 5 | | | | 4 | | Recognition of actuarial loss | | | 22 | | | | 84 | | | | 35 | | | | | | | | | | | | | | | Net periodic pension benefit income | | $ | (122 | ) | | | (172 | ) | | | (96 | ) | | | | | | | | | | | | | |
Net periodic expense (income) for our post-retirement benefit expense, which includes the effects of the Qwest acquisition subsequent to April 1, 2011, includedplans include the following components: | | | | Post-Retirement Plans
Years Ended December 31, | | | Post-Retirement Plans
Years Ended December 31, | | | | | 2012 | | 2011(1) | | 2010 | | | 2014 | | | 2013 | | | 2012 | | | | | (Dollars in millions) | | | (Dollars in millions) | | Service cost | | $ | 22 | | | | 18 | | | | 15 | | | $ | 22 | | | | 24 | | | | 22 | | Interest cost | | | 173 | | | | 152 | | | | 32 | | | | 159 | | | | 140 | | | | 173 | | Expected return on plan assets | | | (45 | ) | | | (41 | ) | | | (4 | ) | | | (33 | ) | | | (39 | ) | | | (45 | ) | Amortization of unrecognized prior service cost | | | — | | | | (2 | ) | | | (3 | ) | | Amortization of unrecognized actuarial loss | | | — | | | | — | | | | 1 | | | Recognition of prior service cost | | | | 20 | | | | — | | | | — | | Recognition of actuarial loss | | | | — | | | | 4 | | | | — | | | | | | | | | | | | | | | | | | | | | Net periodic post-retirement benefit expense | | $ | 150 | | | | 127 | | | | 41 | | | $ | 168 | | | | 129 | | | | 150 | | | | | | | | | | | | | | | | | | | | |
We report net periodic benefit (income) expense for our qualified pension, non-qualified pension and post-retirement benefit plans in both cost of services and products and selling, general and administrative expenses on our consolidated statements of operations for the years ended December 31, 2014, 2013 and 2012. (1) | Includes $92 million related to the Qwest plans subsequent to the April 1, 2011 acquisition date. |
Benefit Obligations The actuarial assumptions used to compute the funded status for the plans are based upon information available as of December 31, 20122014 and December 31, 20112013 and are as follows: | | | | Pension Plans | | Post-Retirement Benefit Plans | | | Pension Plans | | | Post-Retirement Benefit Plans | | | | | December 31, | | December 31, | | | December 31, | | | December 31, | | | | | 2012 | | 2011 | | 2012 | | 2011 | | | 2014 | | | 2013 | | | 2014 | | | 2013 | | Actuarial assumptions at end of year: | | | | | | | | | | | | | | | | | Discount rate | | | 3.25% - 4.20 | % | | | 4.25% - 5.10 | % | | | 3.60 | % | | | 4.60% - 4.80 | % | | | 3.50% - 4.10% | | | | 4.20% - 5.10% | | | | 3.80% | | | | 4.50% | | Rate of compensation increase | | | 3.25 | % | | | 3.25 | % | | | N/A | | | | N/A | | | | 3.25% | | | | 3.25% | | | | N/A | | | | N/A | | Initial health care cost trend rate | | | N/A | | | | N/A | | | | 6.75% / 7.50 | % | | | 7.25% / 8.00 | % | | | N/A | | | | N/A | | | | 6.00% / 6.50% | | | | 6.50% / 7.00% | | Ultimate health care cost trend rate | | | N/A | | | | N/A | | | | 4.50 | % | | | 5.00 | % | | | N/A | | | | N/A | | | | 4.50% | | | | 4.50% | | Year ultimate trend rate is reached | | | N/A | | | | N/A | | | | 2022 / 2024 | | | | 2018 | | | | N/A | | | | N/A | | | | 2024 | | | | 2022 / 2024 | |
N/A—Not applicable For our defined benefit plans, we adopted a new mortality rate table in 2014 to better reflect the expected lifetimes of our plan participants. The table used is based on Society of Actuaries tables and increases the projected benefit obligation by approximately $1.3 billion. The increase in the projected obligation was recognized as part of the net actuarial loss and is included in the other comprehensive loss, a portion of which is subject to be amortized over the remaining estimated life of plan participants (approximately 8 years). The following table summarizestables summarize the change in the benefit obligations for the pension and post-retirement benefit plans: | | | | Pension Plans
Years Ended December 31, | | | Pension Plans
Years Ended December 31, | | | | | 2012 | | 2011 | | 2010 | | | 2014 | | | 2013 | | | 2012 | | | | | (Dollars in millions) | | | (Dollars in millions) | | Change in benefit obligation | | | | | | | | | | | | | Benefit obligation at beginning of year | | $ | 13,596 | | | | 4,534 | | | | 4,182 | | | $ | 13,401 | | | | 14,881 | | | | 13,596 | | Service cost | | | 87 | | | | 70 | | | | 61 | | | | 77 | | | | 91 | | | | 87 | | Interest cost | | | 625 | | | | 560 | | | | 246 | | | | 602 | | | | 544 | | | | 625 | | Plan amendments | | | 14 | | | | 12 | | | | 4 | | | | 4 | | | | — | | | | 14 | | Acquisitions | | | — | | | | 8,267 | | | | — | | | Actuarial loss | | | 1,565 | | | | 930 | | | | 427 | | | Curtailment gain | | | — | | | | — | | | | (110 | ) | | Actuarial loss (gain) | | | | 2,269 | | | | (1,179 | ) | | | 1,565 | | Settlements | | | | (460 | ) | | | — | | | | — | | Benefits paid by company | | | (5 | ) | | | (16 | ) | | | (5 | ) | | | (6 | ) | | | (5 | ) | | | (5 | ) | Benefits paid from plan assets | | | (1,001 | ) | | | (761 | ) | | | (271 | ) | | | (845 | ) | | | (931 | ) | | | (1,001 | ) | | | | | | | | | | | | | | | | | | | | Benefit obligation at end of year | | $ | 14,881 | | | | 13,596 | | | | 4,534 | | | $ | 15,042 | | | | 13,401 | | | | 14,881 | | | | | | | | | | | | | | | | | | | | |
| | | | Post-Retirement Benefit Plans
Years Ended December 31, | | | Post-Retirement Benefit Plans
Years Ended December 31, | | | | | 2012 | | 2011 | | 2010 | | | 2014 | | | 2013 | | | 2012 | | | | | (Dollars in millions) | | | (Dollars in millions) | | Change in benefit obligation | | | | | | | | | | | | | Benefit obligation at beginning of year | | $ | 3,930 | | | | 558 | | | | 582 | | | $ | 3,688 | | | | 4,075 | | | | 3,930 | | Service cost | | | 22 | | | | 18 | | | | 15 | | | | 22 | | | | 24 | | | | 22 | | Interest cost | | | 173 | | | | 152 | | | | 32 | | | | 159 | | | | 140 | | | | 173 | | Participant contributions | | | 86 | | | | 64 | | | | 14 | | | | 69 | | | | 96 | | | | 86 | | Plan amendments | | | — | | | | 31 | | | | — | | | | 23 | | | | 141 | | | | — | | Acquisitions | | | — | | | | 3,284 | | | | — | | | Direct subsidy receipts | | | 19 | | | | 22 | | | | 1 | | | | 9 | | | | 13 | | | | 19 | | Actuarial loss (gain) | | | 260 | | | | 153 | | | | (32 | ) | | | 245 | | | | (399 | ) | | | 260 | | Benefits paid by company | | | (268 | ) | | | (219 | ) | | | (45 | ) | | | (166 | ) | | | (266 | ) | | | (268 | ) | Benefits paid from plan assets | | | (147 | ) | | | (133 | ) | | | (9 | ) | | | (219 | ) | | | (136 | ) | | | (147 | ) | | | | | | | | | | | | | | | | | | | | Benefit obligation at end of year | | $ | 4,075 | | | | 3,930 | | | | 558 | | | $ | 3,830 | | | | 3,688 | | | | 4,075 | | | | | | | | | | | | | | | | | | | | |
Our aggregate accumulated benefit obligation as of December 31, 2014, 2013 and 2012 2011 and 2010 was $18.956$18.872 billion, $17.499$17.089 billion and $4.509$18.956 billion, respectively. Plan Assets We maintain plan assets for our qualified pension plans and certain post-retirement benefit plans. The qualified pension plan assets are used for the payment of pension benefits and certain eligible plan expenses. The post-retirement benefit plan’s assets are used to pay health care benefits and premiums on behalf of eligible retirees and to pay certain eligible plan expenses. The expected rate of return on plan assets is the long-term rate of return we expect to earn on the plans’ assets. The rate of return is determined by the strategic allocation of plan assets and the long-term risk and return forecast for each asset class. The forecasts for each asset class are generated primarily from an analysis of the long-term expectations of various third party investment management organizations. The expected rate of return on plan assets is reviewed annually and revised, as necessary, to reflect changes in the financial markets and our investment strategy. The following tables summarize the change in the fair value of plan assets for the pension and post-retirement benefit plans: | | | | Pension Plans
Years Ended December 31, | | | Pension Plans
Years Ended December 31, | | | | | 2012 | | 2011 | | 2010 | | | 2014 | | | 2013 | | | 2012 | | | | | (Dollars in millions) | | | (Dollars in millions) | | Change in plan assets | | | | | | | | | | | | | Fair value of plan assets at beginning of year | | $ | 11,814 | | | | 3,732 | | | | 3,220 | | | $ | 12,346 | | | | 12,321 | | | | 11,814 | | Return on plan assets | | | 1,476 | | | | 479 | | | | 483 | | | | 1,373 | | | | 810 | | | | 1,476 | | Acquisitions | | | — | | | | 7,777 | | | | — | | | Employer contributions | | | 32 | | | | 587 | | | | 300 | | | | 157 | | | | 146 | | | | 32 | | Settlements | | | — | | | | — | | | | — | | | | (460 | ) | | | — | | | | — | | Benefits paid from plan assets | | | (1,001 | ) | | | (761 | ) | | | (271 | ) | | | (845 | ) | | | (931 | ) | | | (1,001 | ) | | | | | | | | | | | | | | | | | | | | Fair value of plan assets at end of year | | $ | 12,321 | | | | 11,814 | | | | 3,732 | | | $ | 12,571 | | | | 12,346 | | | | 12,321 | | | | | | | | | | | | | | | | | | | | |
| | | | Post-Retirement Benefit Plans
Years Ended December 31, | | | Post-Retirement Benefit Plans
Years Ended December 31, | | | | | 2012 | | 2011 | | 2010 | | | 2014 | | | 2013 | | | 2012 | | | | | (Dollars in millions) | | | (Dollars in millions) | | Change in plan assets | | | | | | | | | | | | | Fair value of plan assets at beginning of year | | $ | 693 | | | | 54 | | | | 57 | | | $ | 535 | | | | 626 | | | | 693 | | Actual gain on plan assets | | | 80 | | | | 4 | | | | 6 | | | Acquisitions | | | — | | | | 768 | | | | — | | | Employer contributions | | | — | | | | — | | | | — | | | Participant contributions | | | — | | | | — | | | | — | | | Return on plan assets | | | | 37 | | | | 45 | | | | 80 | | Benefits paid from plan assets | | | (147 | ) | | | (133 | ) | | | (9 | ) | | | (219 | ) | | | (136 | ) | | | (147 | ) | | | | | | | | | | | | | | | | | | | | Fair value of plan assets at end of year | | $ | 626 | | | | 693 | | | | 54 | | | $ | 353 | | | | 535 | | | | 626 | | | | | | | | | | | | | | | | | | | | |
Pension Plans: Our investment objective for the pension plan assets is to achieve an attractive risk-adjusted return over time that will provide for the payment of benefits and minimize the risk of large losses. Our pension plan investment strategy is designed to meet this objective by broadly diversifying plan assets across numerous strategies with differing expected returns, volatilities and correlations. The pension plan assets have target allocations of 55%41.5% to interest rate sensitive investments and 45%58.5% to investments designed to provide higher expected returns than the interest rate sensitive investments. Interest rate sensitive investments include 35%26% of plan assets targeted primarily to long-duration investment grade bonds, 13.5%10.5% targeted to high yield and emerging market bonds and convertible bonds and 6.5%5% targeted to diversified strategies, which primarily have exposures to global government, corporate and inflation-linked bonds, as well as some exposures to global stocks and commodities. Assets expected to provide higher returns than the interest rate sensitive assets include broadly diversified equity investments with targets of approximately 14%14.5% to U.S. stocks and 14%14.5% to developed and emerging market non-U.S. stocks. Approximately 12%11% is targeted to broadly diversified multi-asset class strategies that have the flexibility to adjust exposures to different asset classes. Approximately 10.5% is allocated to other private markets investments including funds primarily invested in private equity, private debt and hedge funds. Real estate investments are targeted at 5%8% of plan assets. At the beginning of 2013,2015, our expected annual long-term rate of return on pension assets is assumed to be 7.5%. Post-Retirement Benefit Plans: Our investment objective for the post-retirement benefit plan assets is to achieve an attractive risk-adjusted return and minimize the risk of large losses over the expected life of the assets. Investment risk is managed by broadly diversifying assets across numerous strategies with differing expected returns, volatilities and correlations. Our investment strategy is designed to be consistent with the investment objective, with particular focus on providing liquidity for the reimbursement of our union-represented employeesemployees’ post-retirement health care costs. The post-retirement benefit plan assets have target allocations of 35%30% to equities and 65%70% to non-equity investments. Specific target allocations within these broad categories are allowed to vary to provide liquidity in order to meet reimbursement requirements. Equity investments are broadly diversified with exposure to publicly traded U.S., non-U.S. and emerging market stocks and private equity.market investments. While no new private equitymarket investments have been made in recent years, the percent allocation to existing private equitymarket investments is expected to increase as liquid, publicly traded stocks are drawn down for the reimbursement of health care costs. The 65%70% non-equity allocation includes investment grade bonds, high yield bonds, convertible bonds, emerging market debt, real estate, hedge funds private debt and diversified strategies. At the beginning of 2013,2015, our expected annual long-term rate of return on post-retirement benefit plan assets is assumed to be 7.5%. Permitted investments: Plan assets are managed consistent with the restrictions set forth by the Employee Retirement Income Security Act of 1974, as amended, which requires diversification of assets and also generally prohibits defined benefit and welfare plans from investing more than 10% of their assets in securities issued by the sponsor company. At December 31, 20122014 and 2011,2013, the pension and post-retirement benefit plans did not directly own any shares of our common stock or any of our debt. Derivative instruments: Derivative instruments are used to reduce risk as well as provide return. The pension and post-retirement benefit plans use exchange traded futures to gain exposure to equity and Treasury markets consistent with target asset allocations. Interest rate swaps are used in the pension plans to reduce risk relative to measurement of the benefit obligation, which is sensitive to interest rate changes. Foreign exchange forward contracts and total return swaps are used primarily to manage currency exposures. Credit default swaps are used to manage credit risk exposures in a cost effective and targeted manner relative to transacting with physical corporate fixed income securities. Options are currently used to manage interest rate exposure taking into account the implied volatility and current pricing of the specific underlying market instrument. Some derivative instruments subject the plans to counterparty risk. We closelyThe external investment managers, along with Plan Management, monitor counterparty exposure and mitigate this risk by diversifying the exposure among multiple high credit quality counterparties, requiring collateral and limiting exposure by periodically settling contracts. The gross notional exposure of the derivative instruments directly held by the plans is shown below. The notional amount of the derivatives corresponds to market exposure but does not represent an actual cash investment. | | | | Gross Notional Exposure | | | Gross Notional Exposure | | | | | Pension Plans | | | Post-Retirement
Benefit Plans | | | Pension Plans | | | Post-Retirement
Benefit Plans | | | | | Years Ended December 31, | | | Years Ended December 31, | | | | | 2012 | | | 2011 | | | 2012 | | | 2011 | | | 2014 | | | 2013 | | | 2014 | | | 2013 | | | | | (Dollars in millions) | | | (Dollars in millions) | | Derivative instruments: | | | | | | | | | | | | | | | | | Exchange-traded U.S. equity futures | | $ | 302 | | | | 535 | | | | 30 | | | | 12 | | | $ | 134 | | | | 95 | | | | 7 | | | | 16 | | Exchange-traded non-U.S. equity futures | | | 1 | | | | 4 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Exchange-traded Treasury futures | | | 1,763 | | | | 1,512 | | | | — | | | | 19 | | | | 2,451 | | | | 3,011 | | | | — | | | | — | | Interest rate swaps | | | 1,471 | | | | 635 | | | | — | | | | — | | | | 579 | | | | 556 | | | | — | | | | — | | Total return swaps | | | — | | | | 110 | | | | — | | | | 51 | | | Credit default swaps | | | 495 | | | | 201 | | | | — | | | | — | | | | 382 | | | | 253 | | | | — | | | | — | | Foreign exchange forwards | | | 726 | | | | 635 | | | | 21 | | | | 23 | | | | 1,195 | | | | 938 | | | | 13 | | | | 29 | | Options | | | 768 | | | | 917 | | | | — | | | | — | | | | 529 | | | | 261 | | | | — | | | | — | |
Fair Value Measurements: Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between independent and knowledgeable parties who are willing and able to transact for an asset or liability at the measurement date. We use valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs when determining fair value and then we rank the estimated values based on the reliability of the inputs used following the fair value hierarchy set forth by the FASB. For additional information on the fair value hierarchy, see Note 11—10—Fair Value Disclosure. At December 31, 2012,2014, we used the following valuation techniques to measure fair value for assets. There were no changes to these methodologies during 2012:2014: Level 1—Assets were valued using the closing price reported in the active market in which the individual security was traded. Level 2—Assets were valued using quoted prices in markets that are not active, broker dealer quotations, net asset value of shares held by the plans and other methods by which all significant input were observable at the measurement date. Level 3—Assets were valued using unobservable inputs in which little or no market data exists as reported by the respective institutions at the measurement date. The tables below presentspresent the fair value of plan assets by category and the input levels used to determine those fair values at December 31, 2012.2014. It is important to note that the asset allocations do not include market exposures that are gained with derivatives. Investments include dividend and interest receivables, pending trades and accrued expenses. | | | | Fair Value of Pension Plan Assets at
December 31, 2012 | | | Fair Value of Pension Plan Assets at
December 31, 2014 | | | | | Level 1 | | Level 2 | | | Level 3 | | | Total | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | | | (Dollars in millions) | | | (Dollars in millions) | | Investment grade bonds(a) | | $ | 830 | | | | 1,555 | | | | — | | | $ | 2,385 | | | $ | 1,013 | | | | 1,480 | | | | — | | | $ | 2,493 | | High yield bonds(b) | | | — | | | | 1,303 | | | | 59 | | | | 1,362 | | | | — | | | | 1,480 | | | | 33 | | | | 1,513 | | Emerging market bonds(c) | | | 199 | | | | 396 | | | | — | | | | 595 | | | | 208 | | | | 434 | | | | — | | | | 642 | | Convertible bonds(d) | | | — | | | | 374 | | | | — | | | | 374 | | | | — | | | | 14 | | | | — | | | | 14 | | Diversified strategies(e) | | | — | | | | 655 | | | | — | | | | 655 | | | | — | | | | 718 | | | | — | | | | 718 | | U.S. stocks(f) | | | 1,225 | | | | 119 | | | | — | | | | 1,344 | | | | 1,389 | | | | 87 | | | | — | | | | 1,476 | | Non-U.S. stocks(g) | | | 1,212 | | | | 178 | | | | — | | | | 1,390 | | | | 1,169 | | | | 384 | | | | — | | | | 1,553 | | Emerging market stocks(h) | | | 111 | | | | 193 | | | | — | | | | 304 | | | | — | | | | 102 | | | | — | | | | 102 | | Private equity(i) | | | — | | | | — | | | | 711 | | | | 711 | | | | — | | | | — | | | | 673 | | | | 673 | | Private debt(j) | | | — | | | | — | | | | 465 | | | | 465 | | | | — | | | | — | | | | 395 | | | | 395 | | Market neutral hedge funds(k) | | | — | | | | 906 | | | | — | | | | 906 | | | | — | | | | 928 | | | | 100 | | | | 1,028 | | Directional hedge funds(k) | | | — | | | | 340 | | | | 194 | | | | 534 | | | | — | | | | 530 | | | | 28 | | | | 558 | | Real estate(l) | | | — | | | | 223 | | | | 337 | | | | 560 | | | | — | | | | 483 | | | | 216 | | | | 699 | | Derivatives(m) | | | (5 | ) | | | 3 | | | | — | | | | (2 | ) | | | — | | | | 17 | | | | — | | | | 17 | | Cash equivalents and short-term investments(n) | | | — | | | | 750 | | | | — | | | | 750 | | | | — | | | | 690 | | | | — | | | | 690 | | | | | | | | | | | | | | | | | | | | | | | | | | | Total investments | | $ | 3,572 | | | | 6,995 | | | | 1,766 | | | | 12,333 | | | $ | 3,779 | | | | 7,347 | | | | 1,445 | | | | 12,571 | | | | | | | | | | | | | | | | | | | | | | | Accrued expenses | | | | | | | | | (12 | ) | | | | | | | | | | | | | Total pension plan assets | | | | | | | | $ | 12,321 | | | | | | | | | $ | 12,571 | | | | | | | | | | | | | | | | | | | | |
| | | | Fair Value of Post-Retirement Plan Assets at
December 31, 2012 | | | Fair Value of Post-Retirement Plan Assets at
December 31, 2014 | | | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | | | (Dollars in millions) | | | (Dollars in millions) | | Investment grade bonds(a) | | $ | 22 | | | | 86 | | | | — | | | $ | 108 | | | $ | 5 | | | | 72 | | | | — | | | $ | 77 | | High yield bonds(b) | | | — | | | | 90 | | | | — | | | | 90 | | | | — | | | | 15 | | | | — | | | | 15 | | Emerging market bonds(c) | | | — | | | | 40 | | | | — | | | | 40 | | | | — | | | | 1 | | | | — | | | | 1 | | Convertible bonds(d) | | | — | | | | 2 | | | | — | | | | 2 | | | Diversified strategies(e) | | | — | | | | 72 | | | | — | | | | 72 | | | | — | | | | 89 | | | | — | | | | 89 | | U.S. stocks(f) | | | 55 | | | | — | | | | — | | | | 55 | | | | 35 | | | | — | | | | — | | | | 35 | | Non-U.S. stocks(g) | | | 58 | | | | 1 | | | | — | | | | 59 | | | | 33 | | | | — | | | | — | | | | 33 | | Emerging market stocks(h) | | | — | | | | 20 | | | | — | | | | 20 | | | | 6 | | | | — | | | | — | | | | 6 | | Private equity(i) | | | — | | | | — | | | | 45 | | | | 45 | | | | — | | | | — | | | | 28 | | | | 28 | | Private debt(j) | | | — | | | | — | | | | 6 | | | | 6 | | | | — | | | | — | | | | 3 | | | | 3 | | Market neutral hedge funds(k) | | | — | | | | 41 | | | | — | | | | 41 | | | | — | | | | 25 | | | | — | | | | 25 | | Directional hedge funds(k) | | | — | | | | 24 | | | | — | | | | 24 | | | | — | | | | 1 | | | | — | | | | 1 | | Real estate(l) | | | — | | | | 21 | | | | 28 | | | | 49 | | | | — | | | | 24 | | | | 4 | | | | 28 | | Cash equivalents and short-term investments(n) | | | 5 | | | | 21 | | | | — | | | | 26 | | | | — | | | | 12 | | | | — | | | | 12 | | | | | | | | | | | | | | | | | | | | | | | | | | | Total investments | | $ | 140 | | | | 418 | | | | 79 | | | | 637 | | | $ | 79 | | | | 239 | | | | 35 | | | | 353 | | | | | | | | | | | | | | | | | | | | | | | Accrued expenses | | | | | | | | | (1 | ) | | Reimbursement accrual | | | | | | | | | (10 | ) | | | | | | | | | | | | | Total post-retirement plan assets | | | | | | | | $ | 626 | | | | | | | | | $ | 353 | | | | | | | | | | | | | | | | | | | | |
The tables below presentspresent the fair value of plan assets by category and the input levels used to determine those fair values at December 31, 2011.2013. It is important to note that the asset allocations do not include market exposures that are gained with derivatives. Investments include dividend and interest receivable, pending trades trades payable and accrued expenses. | | | | | | | | | | | | | | | | | | | | Fair Value of Pension Plan Assets at
December 31, 2011 | | | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | | | (Dollars in millions) | | Investment grade bonds(a) | | $ | 694 | | | | 2,206 | | | | — | | | $ | 2,900 | | High yield bonds(b) | | | — | | | | 541 | | | | 79 | | | | 620 | | Emerging market bonds(c) | | | — | | | | 295 | | | | — | | | | 295 | | Convertible bonds(d) | | | — | | | | 337 | | | | — | | | | 337 | | Diversified strategies(e) | | | — | | | | 489 | | | | — | | | | 489 | | U.S. stocks(f) | | | 401 | | | | 944 | | | | — | | | | 1,345 | | Non-U.S. stocks(g) | | | 994 | | | | 459 | | | | — | | | | 1,453 | | Emerging market stocks(h) | | | 102 | | | | 136 | | | | — | | | | 238 | | Private equity(i) | | | — | | | | — | | | | 791 | | | | 791 | | Private debt(j) | | | — | | | | — | | | | 461 | | | | 461 | | Market neutral hedge funds(k) | | | — | | | | 620 | | | | 188 | | | | 808 | | Directional hedge funds(k) | | | — | | | | 268 | | | | 183 | | | | 451 | | Real estate(l) | | | — | | | | 48 | | | | 535 | | | | 583 | | Derivatives(m) | | | 12 | | | | (5 | ) | | | — | | | | 7 | | Cash equivalents and short-term investments(n) | | | 13 | | | | 1,183 | | | | — | | | | 1,196 | | | | | | | | | | | | | | | | | | | Total investments | | $ | 2,216 | | | | 7,521 | | | | 2,237 | | | | 11,974 | | | | | | | | | | | | | | | | | | | Dividends and interest receivable | | | | | | | | | | | | | | | 32 | | Pending trades receivable | | | | | | | | | | | | | | | 436 | | Accrued expenses | | | | | | | | | | | | | | | (8 | ) | Pending trades payable | | | | | | | | | | | | | | | (620 | ) | | | | | | | | | | | | | | | | | | Total pension plan assets | | | | | | | | | | | | | | $ | 11,814 | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | Fair Value of Post-Retirement Plan Assets at
December 31, 2011 | | | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | | | (Dollars in millions) | | Investment grade bonds(a) | | $ | 45 | | | | 100 | | | | — | | | $ | 145 | | High yield bonds(b) | | | — | | | | 61 | | | | — | | | | 61 | | Emerging market bonds(c) | | | — | | | | 33 | | | | — | | | | 33 | | Convertible bonds(d) | | | — | | | | 30 | | | | — | | | | 30 | | Diversified strategies(e) | | | — | | | | 62 | | | | — | | | | 62 | | U.S. stocks(f) | | | 64 | | | | 4 | | | | — | | | | 68 | | Non-U.S. stocks(g) | | | 62 | | | | 2 | | | | — | | | | 64 | | Emerging market stocks(h) | | | — | | | | 17 | | | | — | | | | 17 | | Private equity(i) | | | — | | | | — | | | | 60 | | | | 60 | | Private debt(j) | | | — | | | | — | | | | 8 | | | | 8 | | Market neutral hedge funds(k) | | | — | | | | 67 | | | | — | | | | 67 | | Directional hedge funds(k) | | | — | | | | 20 | | | | — | | | | 20 | | Real estate(l) | | | — | | | | 19 | | | | 26 | | | | 45 | | Cash equivalents and short-term investments(n) | | | 5 | | | | 20 | | | | — | | | | 25 | | | | | | | | | | | | | | | | | | | Total investments | | $ | 176 | | | | 435 | | | | 94 | | | | 705 | | | | | | | | | | | | | | | | | | | Dividends and interest receivable | | | | | | | | | | | | | | | 3 | | Pending trades receivable | | | | | | | | | | | | | | | 23 | | Accrued expenses | | | | | | | | | | | | | | | (15 | ) | Pending trades payable | | | | | | | | | | | | | | | (23 | ) | | | | | | | | | | | | | | | | | | Total post-retirement plan assets | | | | | | | | | | | | | | $ | 693 | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | Fair Value of Pension Plan Assets at
December 31, 2013 | | | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | | | (Dollars in millions) | | Investment grade bonds(a) | | $ | 813 | | | | 1,504 | | | | — | | | $ | 2,317 | | High yield bonds(b) | | | — | | | | 1,265 | | | | 26 | | | | 1,291 | | Emerging market bonds(c) | | | 196 | | | | 367 | | | | — | | | | 563 | | Convertible bonds(d) | | | — | | | | 389 | | | | — | | | | 389 | | Diversified strategies(e) | | | — | | | | 723 | | | | — | | | | 723 | | U.S. stocks(f) | | | 1,408 | | | | 92 | | | | — | | | | 1,500 | | Non-U.S. stocks(g) | | | 1,159 | | | | 299 | | | | — | | | | 1,458 | | Emerging market stocks(h) | | | — | | | | 110 | | | | — | | | | 110 | | Private equity(i) | | | — | | | | — | | | | 721 | | | | 721 | | Private debt(j) | | | — | | | | — | | | | 436 | | | | 436 | | Market neutral hedge funds(k) | | | — | | | | 867 | | | | 99 | | | | 966 | | Directional hedge funds(k) | | | — | | | | 582 | | | | 32 | | | | 614 | | Real estate(l) | | | — | | | | 306 | | | | 265 | | | | 571 | | Derivatives(m) | | | — | | | | (34 | ) | | | — | | | | (34 | ) | Cash equivalents and short-term investments(n) | | | — | | | | 721 | | | | — | | | | 721 | | | | | | | | | | | | | | | | | | | Total investments | | $ | 3,576 | | | | 7,191 | | | | 1,579 | | | | 12,346 | | | | | | | | | | | | | | | | | | | Total pension plan assets | | | | | | | | | | | | | | $ | 12,346 | | | | | | | | | | | | | | | | | | | | | | | | Fair Value of Post-Retirement Plan Assets at
December 31, 2013 | | | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | | | (Dollars in millions) | | Investment grade bonds(a) | | $ | 21 | | | | 56 | | | | — | | | $ | 77 | | High yield bonds(b) | | | — | | | | 56 | | | | — | | | | 56 | | Emerging market bonds(c) | | | — | | | | 37 | | | | — | | | | 37 | | Diversified strategies(e) | | | — | | | | 86 | | | | — | | | | 86 | | U.S. stocks(f) | | | 56 | | | | — | | | | — | | | | 56 | | Non-U.S. stocks(g) | | | 58 | | | | — | | | | — | | | | 58 | | Emerging market stocks(h) | | | — | | | | 12 | | | | — | | | | 12 | | Private equity(i) | | | — | | | | — | | | | 40 | | | | 40 | | Private debt(j) | | | — | | | | — | | | | 5 | | | | 5 | | Market neutral hedge funds(k) | | | — | | | | 35 | | | | — | | | | 35 | | Directional hedge funds(k) | | | — | | | | 14 | | | | — | | | | 14 | | Real estate(l) | | | — | | | | 22 | | | | 12 | | | | 34 | | Cash equivalents and short-term investments(n) | | | — | | | | 24 | | | | — | | | | 24 | | | | | | | | | | | | | | | | | | | Total investments | | $ | 135 | | | | 342 | | | | 57 | | | | 534 | | | | | | | | | | | | | | | | | | | Contribution receivable | | | | | | | | | | | | | | | 1 | | | | | | | | | | | | | | | | | | | Total post-retirement plan assets | | | | | | | | | | | | | | $ | 535 | | | | | | | | | | | | | | | | | | |
The plans’ assets are invested in various asset categories utilizing multiple strategies and investment managers. For several of the investments in the tables above and discussed below, the plans own units in commingled funds and limited partnerships that invest in various types of assets. Interests in commingled funds are valued using the net asset value (“NAV”) per unit of each fund. The NAV reported by the fund manager is based on the market value of the underlying investments owned by each fund, minus its liabilities, divided by the number of shares outstanding. Commingled funds held by the plans that can be redeemed at NAV within a year of the financial statement date are generally classified as Level 2. Investments in limited partnerships represent long-term commitments with a fixed maturity date, typically ten years. Valuation inputs for these limited partnership interests are generally based on assumptions and other information not observable in the market and are classified as Level 3 investments. The assumptions and valuation methodologies of the pricing vendors, account managers, fund managers and partnerships are monitored and evaluated for reasonableness. Below is an overview of the asset categories, the underlying strategies and valuation inputs used to value the assets in the preceding tables: (a)Investment grade bonds represent investments in fixed income securities as well as commingled bond funds comprised of U.S. Treasury securities, agencies, corporate bonds, mortgage-backed securities, asset-backed securities and commercial mortgage-backed securities. Treasury securities are valued at the bid price reported in the active market in which the security is traded and are classified as Level 1. The valuation inputs of other investment grade bonds primarily utilize observable market information and are based on a spread to U.S. Treasury securities and consider yields available on comparable securities of issuers with similar credit ratings. The primary observable inputs include references to the new issue market for similar securities, the secondary trading markets and dealer quotes. Option adjusted spread models are utilized to evaluate securities such as asset backed securities that have early redemption features. These securities are classified as Level 2. The commingled funds are valued at NAV based on the market value of the underlying fixed income securities using the same valuation inputs described above. The commingled funds can be redeemed at NAV within a year of the financial statement date and are classified as Level 2. (b)High yield bonds represent investments in below investment grade fixed income securities as well as commingled high yield bond funds. The valuation inputs for the securities primarily utilize observable market information and are based on a spread to U.S. Treasury securities and consider yields available on comparable securities of issuers with similar credit ratings. These securities are classified as Level 2. The commingled funds are valued at NAV based on the market value of the underlying high yield instruments using the same valuation inputs described above. Commingled funds that can be redeemed at NAV within a year of the financial statement date are classified as Level 2. Commingled funds that cannot be redeemed at NAV or that cannot be redeemed at NAV within a year of the financial statement date are classified as Level 3. (c)Emerging market bonds represent investments in securities issued by governments and other entities located in developing countries as well as registered mutual funds and commingled emerging market bond funds. The valuation inputs for the securities utilize observable market information and are primarily based on dealer quotes or a spread relative to the local government bonds. These securities are classified as Level 2. The commingled funds are valued at NAV based on the market value of the underlying emerging market bonds using the same valuation inputs described above. The commingled funds can be redeemed at NAV within a year of the financial statement date and are classified as Level 2. The registered mutual funds trade at the daily NAV, as determined by the market value of the underlying investments, and are classified as Level 1. (d)Convertible bonds primarily represent investments in corporate debt securities that have features that allow the debt to be converted into equity securities under certain circumstances. The valuation inputs for the individual convertible bonds primarily utilize observable market information including a spread to U.S. Treasuries and the value and volatility of the underlying equity security. Convertible bonds are classified as Level 2. (e)Diversified strategies represent an investment in a commingled fund that primarily has exposures to global government, corporate and inflation linked bonds, global stocks and commodities. The commingled fund is valued at NAV based on the market value of the underlying investments. The valuation inputs utilize observable market information including published prices for exchange traded securities, bid prices for government bonds, and spreads and yields available for comparable fixed income securities with similar credit ratings. This fund can be redeemed at NAV within a year of the financial statement date and is classified as Level 2. (f)U.S. stocks represent investments in stocks of U.S. based companies as well as commingled U.S. stock funds. The valuation inputs for U.S. stocks are based on the last published price reported on the major stock market on which the securities are traded and are classified as Level 1. The commingled funds are valued at NAV based on the market value of the underlying investments using the same valuation inputs described above. These commingled funds can be redeemed at NAV within a year of the financial statement date and are classified as Level 2. (g)Non-U.S. stocks represent investments in stocks of companies based in developed countries outside the U.S. as well as commingled funds. The valuation inputs for non-U.S. stocks are based on the last published price reported on the major stock market on which the securities are traded and are classified as Level 1. The commingled funds are valued at NAV based on the market value of the underlying investments using the same valuation inputs described above. These commingled funds can be redeemed at NAV within a year of the financial statement date and are classified as Level 2. (h)Emerging market stocks represent investments in a registered mutual fund and commingled funds comprised of stocks of companies located in developing markets. Registered mutual funds are valuedtrade at the last published price reported ondaily NAV, as determined by the major market on whichvalue of the mutual funds are tradedunderlying investments, and are classified as Level 1. The commingled funds are valued at NAV based on the market value of the underlying investments using the same valuation inputs described previously for individual stocks. These commingled funds can be redeemed at NAV within a year of the financial statement date and are classified as Level 2. (i)Private equity represents non-public investments in domestic and foreign buy out and venture capital funds. Private equity funds are structured as limited partnerships and are valued according to the valuation policy of each partnership, subject to prevailing accounting and other regulatory guidelines. The partnerships use valuation methodologies that give consideration to a range of factors, including but not limited to the price at which investments were acquired, the nature of the investments, market conditions, trading values on comparable public securities, current and projected operating performance, and financing transactions subsequent to the acquisition of the investments. These valuation methodologies involve a significant degree of judgment. Private equity investments are classified as Level 3. (j)Private debt represents non-public investments in distressed or mezzanine debt funds. Mezzanine debt instruments are debt instruments that are subordinated to other debt issues and may include embedded equity instruments such as warrants. Private debt funds are structured as limited partnerships and are valued according to the valuation policy of each partnership, subject to prevailing accounting and other regulatory guidelines. The valuation of underlying fund investments are based on factors including the issuer’s current and projected credit worthiness, the security’s terms, reference to the securities of comparable companies, and other market factors. These valuation methodologies involve a significant degree of judgment. Private debt investments are classified as Level 3. (k)Market neutral hedge funds hold investments in a diversified mix of instruments that are intended in combination to exhibit low correlations to market fluctuations. These investments are typically combined with futures to achieve uncorrelated excess returns over various markets.Directional hedge funds—This asset category represents investments that may exhibit somewhat higher correlations to market fluctuations than the market neutral hedge funds. Investments in hedge funds include both direct investments and investments in diversified funds of funds. Hedge Funds are valued at NAV based on the market value of the underlying investments which include publicly traded equity and fixed income securities and privately negotiated debt securities. The hedge funds are valued by third party administrators using the same valuation inputs previously described. Hedge funds that can be redeemed at NAV within a year of the financial statement date are classified as Level 2. Hedge fund investments that cannot be redeemed at NAV or that cannot be redeemed at NAV within a year of the financial statement date are classified as Level 3. (l)Real estate represents investments in commingled funds and limited partnerships that invest in a diversified portfolio of real estate properties. These investments are valued at NAV according to the valuation policy of each fund or partnership, subject to prevailing accounting and other regulatory guidelines. The valuation inputs of the underlying properties are generally based on third-party appraisals that use comparable sales or a projection of future cash flows to determine fair value. Real estate investments that can be redeemed at NAV within a year of the financial statement date are classified as Level 2. Real estate investments that cannot be redeemed at NAV or that cannot be redeemed at NAV within a year of the financial statement date are classified as Level 3. (m)Derivatives include the market value of exchange traded futures contracts, which are classified as Level 1, as well as privately negotiated over-the-counter swaps and options that are valued based on the change in interest rates or a specific market index and are classified as Level 2. The market values represent gains or losses that occur due to fluctuations in interest rates, foreign currency exchange rates, security prices, or other factors. (n)Cash equivalents and short-term investments represent investments that are used in conjunction with derivatives positions or are used to provide liquidity for the payment of benefits or other purposes. U.S. Treasury Bills are valued at the bid price reported in the active market in which the security is traded and are classified as Level 1. The valuation inputs of other securities are based on a spread to U.S. Treasury Bills, the Federal Funds Rate, or London Interbank Offered Rate and consider yields available on comparable securities of issuers with similar credit ratings and are classified as Level 2. The commingled funds are valued at NAV based on the market value of the underlying investments using the same valuation inputs described above. These commingled funds can be redeemed at NAV within a year of the financial statement date and are classified as Level 2. Concentrations of Risk: Investments, in general, are exposed to various risks, such as significant world events, interest rate, credit, foreign currency and overall market volatility risk. These risks are managed by broadly diversifying assets across numerous asset classes and strategies with differing expected returns, volatilities and correlations. Risk is also broadly diversified across numerous market sectors and individual companies. Financial instruments that potentially subject the plans to concentrations of counterparty risk consist principally of investment contracts with high quality financial institutions. These investment contracts are typically collateralized obligations and/or are actively managed, limiting the amount of counterparty exposure to any one financial institution. Although the investments are well diversified, the value of plan assets could change materially depending upon the overall market volatility, which could affect the funded status of the plans. The table below presents a rollforward of the pension plan assets valued using Level 3 inputs: | | | | Pension Plan Assets Valued Using Level 3 Inputs | | | Pension Plan Assets Valued Using Level 3 Inputs | | | | | High
Yield
Bonds | | Private
Equity | | Private
Debt | | Market
Neutral
Hedge
Fund | | Directional
Hedge
Funds | | Real
Estate | | Other | | Total | | | High
Yield
Bonds | | Private
Equity | | Private
Debt | | Market
Neutral
Hedge
Fund | | Directional
Hedge
Funds | | Real
Estate | | Total | | | | | (Dollars in millions) | | | (Dollars in millions) | | Balance at December 31, 2010 | | $ | — | | | | 1 | | | | 3 | | | | — | | | | 161 | | | | 182 | | | | 3 | | | | 350 | | | Net acquisitions (dispositions) | | | 96 | | | | 795 | | | | 453 | | | | 185 | | | | 30 | | | | 318 | | | | (3 | ) | | | 1,874 | | | Actual return on plan assets: | | | | | | | | | | | | | | | | | | (Losses) gains relating to assets sold during the year | | | (12 | ) | | | 197 | | | | 13 | | | | 3 | | | | (1 | ) | | | 9 | | | | — | | | | 209 | | | (Losses) gains relating to assets still held at year-end | | | (5 | ) | | | (202 | ) | | | (8 | ) | | | — | | | | (7 | ) | | | 26 | | | | — | | | | (196 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance at December 31, 2011 | | | 79 | | | | 791 | | | | 461 | | | | 188 | | | | 183 | | | | 535 | | | | — | | | | 2,237 | | | Balance at December 31, 2012 | | | $ | 59 | | | | 711 | | | | 465 | | | | — | | | | 194 | | | | 337 | | | $ | 1,766 | | Net transfers | | | (12 | ) | | | — | | | | — | | | | (188 | ) | | | — | | | | (105 | ) | | | — | | | | (305 | ) | | | — | | | | — | | | | — | | | | — | | | | (165 | ) | | | — | | | | (165 | ) | Acquisitions | | | 1 | | | | 70 | | | | 120 | | | | — | | | | — | | | | 18 | | | | — | | | | 209 | | | | 5 | | | | 82 | | | | 71 | | | | 100 | | | | — | | | | 9 | | | | 267 | | Dispositions | | | (11 | ) | | | (109 | ) | | | (102 | ) | | | — | | | | — | | | | (121 | ) | | | — | | | | (343 | ) | | | (43 | ) | | | (179 | ) | | | (144 | ) | | | — | | | | (1 | ) | | | (97 | ) | | | (464 | ) | Actual return on plan assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Gains relating to assets sold during the year | | | — | | | | 3 | | | | 1 | | | | — | | | | — | | | | — | | | | — | | | | 4 | | | | 12 | | | | 68 | | | | 18 | | | | — | | | | — | | | | 11 | | | | 109 | | Gains (losses) relating to assets still held at year-end | | | 2 | | | | (44 | ) | | | (15 | ) | | | — | | | | 11 | | | | 10 | | | | — | | | | (36 | ) | | (Losses) gains relating to assets still held at year-end | | | | (7 | ) | | | 39 | | | | 26 | | | | (1 | ) | | | 4 | | | | 5 | | | | 66 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance at December 31, 2012 | | $ | 59 | | | | 711 | | | | 465 | | | | — | | | | 194 | | | | 337 | | | | — | | | | 1,766 | | | Balance at December 31, 2013 | | | | 26 | | | | 721 | | | | 436 | | | | 99 | | | | 32 | | | | 265 | | | | 1,579 | | Net transfers | | | | 6 | | | | 4 | | | | — | | | | — | | | | — | | | | (4 | ) | | | 6 | | Acquisitions | | | | 14 | | | | 125 | | | | 109 | | | | — | | | | — | | | | 5 | | | | 253 | | Dispositions | | | | (16 | ) | | | (246 | ) | | | (111 | ) | | | — | | | | — | | | | (61 | ) | | | (434 | ) | Actual return on plan assets: | | | | | | | | | | | | | | | | Gains relating to assets sold during the year | | | | 8 | | | | 115 | | | | 25 | | | | — | | | | — | | | | 3 | | | | 151 | | (Losses) gains relating to assets still held at year-end | | | | (5 | ) | | | (46 | ) | | | (64 | ) | | | 1 | | | | (4 | ) | | | 8 | | | | (110 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance at December 31, 2014 | | | $ | 33 | | | | 673 | | | | 395 | | | | 100 | | | | 28 | | | | 216 | | | $ | 1,445 | | | | | | | | | | | | | | | | | | | | | | | | |
The table below presents a rollforward of the post-retirement plan assets valued using Level 3 inputs: | | | | Post-Retirement Plan Assets Valued
Using Level 3 Inputs | | | Post-Retirement Plan Assets Valued
Using Level 3 Inputs | | | | | Private
Equity | | Private
Debt | | Real
Estate | | Total | | | Private
Equity | | Private
Debt | | Real
Estate | | Total | | | | | (Dollars in millions) | | | (Dollars in millions) | | Balance at December 31, 2010 | | $ | — | | | | — | | | | — | | | | — | | | Net acquisitions | | | 55 | | | | 8 | | | | 24 | | | | 87 | | | Balance at December 31, 2012 | | | $ | 45 | | | | 6 | | | | 28 | | | $ | 79 | | Acquisitions | | | | 1 | | | | — | | | | — | | | | 1 | | Dispositions | | | | (11 | ) | | | (1 | ) | | | (18 | ) | | | (30 | ) | Actual return on plan assets: | | | | | | | | | | Gains (losses) relating to assets sold during the year | | | | 4 | | | | — | | | | (1 | ) | | | 3 | | Gains relating to assets still held at year-end | | | | 1 | | | | — | | | | 3 | | | | 4 | | | | | | | | | | | | | | | | Balance at December 31, 2013 | | | | 40 | | | | 5 | | | | 12 | | | | 57 | | Acquisitions | | | | 1 | | | | — | | | | — | | | | 1 | | Dispositions | | | | (15 | ) | | | (2 | ) | | | (8 | ) | | | (25 | ) | Actual return on plan assets: | | | | | | | | | | | | | | | | | Gains relating to assets sold during the year | | | 33 | | | | 1 | | | | — | | | | 34 | | | | 7 | | | | 1 | | | | — | | | | 8 | | (Losses) gains relating to assets still held at year-end | | | (28 | ) | | | (1 | ) | | | 2 | | | | (27 | ) | | Losses relating to assets still held at year-end | | | | (5 | ) | | | (1 | ) | | | — | | | | (6 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Balance at December 31, 2011 | | | 60 | | | | 8 | | | | 26 | | | | 94 | | | Acquisitions | | | 1 | | | | — | | | | — | | | | 1 | | | Dispositions | | | (15 | ) | | | (3 | ) | | | (1 | ) | | | (19 | ) | | Gains (losses) relating to assets sold during the year | | | 4 | | | | 2 | | | | (1 | ) | | | 5 | | | (Losses) gains relating to assets still held at year-end | | | (5 | ) | | | (1 | ) | | | 4 | | | | (2 | ) | | Balance at December 31, 2014 | | | $ | 28 | | | | 3 | | | | 4 | | | $ | 35 | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance at December 31, 2012 | | $ | 45 | | | | 6 | | | | 28 | | | | 79 | | | | | | | | | | | | | | | | |
Certain gains and losses are allocated between assets sold during the year and assets still held at year-end based on transactions and changes in valuations that occurred during the year. These allocations also impact our calculation of net acquisitions and dispositions. For the year ended December 31, 2012,2014, the investment program produced actual gains on qualified pension and post-retirement plan assets of $1.555$1.410 billion as compared to the expected returns of $892$924 million for a difference of $663$486 million. For the year ended December 31, 2011,2013, the investment program produced actual gains on pension and post-retirement plan assets of $483$855 million as compared to the expected returns of $750 $935 million for a difference of $267$80 million. The short-term annual returns on plan assets will almost always be different from the expected long-term returns and the plans could experience net gains or losses, due primarily to the volatility occurring in the financial markets during any given year.
Unfunded Status The following table presents the unfunded status of the pensions and post-retirement benefit plans: | | | | Pension Plans | | Post-Retirement
Benefit Plans | | | Pension Plans | | | Post-Retirement
Benefit Plans | | | | | Years Ended
December 31, | | Years Ended
December 31, | | | Years Ended
December 31, | | | Years Ended
December 31, | | | | | 2012 | | 2011 | | 2012 | | 2011 | | | 2014 | | | 2013 | | | 2014 | | | 2013 | | | | | (Dollars in millions) | | | (Dollars in millions) | | Benefit obligation | | $ | (14,881 | ) | | | (13,596 | ) | | | (4,075 | ) | | | (3,930 | ) | | $ | (15,042 | ) | | | (13,401 | ) | | | (3,830 | ) | | | (3,688 | ) | Fair value of plan assets | | | 12,321 | | | | 11,814 | | | | 626 | | | | 693 | | | | 12,571 | | | | 12,346 | | | | 353 | | | | 535 | | | | | | | | | | | | | | | | | | | | | | | | | | | Unfunded status | | | (2,560 | ) | | | (1,782 | ) | | | (3,449 | ) | | | (3,237 | ) | | | (2,471 | ) | | | (1,055 | ) | | | (3,477 | ) | | | (3,153 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Current portion of unfunded status | | $ | (6 | ) | | | — | | | | (160 | ) | | | (164 | ) | | $ | (6 | ) | | | (5 | ) | | | (134 | ) | | | (154 | ) | | | | | | | | | | | | | | | Non-current portion of unfunded status | | $ | (2,554 | ) | | | (1,782 | ) | | | (3,289 | ) | | | (3,073 | ) | | $ | (2,465 | ) | | | (1,050 | ) | | | (3,343 | ) | | | (2,999 | ) |
The current portion of our post-retirement benefit obligations is recorded on our consolidated balance sheets in accrued expenses and other current liabilities—salariesliabilities-salaries and benefits. Accumulated Other Comprehensive (Loss) Income—RecognitionLoss-Recognition and Deferrals The following tables present cumulative items not recognized as a component of net periodic benefits expense as of December 31, 2011,2013, items recognized as a component of net periodic benefits expense in 2012,2014, additional items deferred during 20122014 and cumulative items not recognized as a component of net periodic benefits expense as of December 31, 2012.2014. The items not recognized as a component of net periodic benefits expense have been recorded on our consolidated balance sheets in accumulated other comprehensive loss: | | | | | | | | | | | | | | | | | | | | | | | | As of and for the Years Ended December 31, | | | | | 2011 | | | Recognition
of Net
Periodic
Benefits
Expense | | | Deferrals | | | Net
Change
in
AOCI | | | 2012 | | | | | (Dollars in millions) | | Accumulated other comprehensive (loss) income: | | | | | | | | | | | | | | | | | | | | | Pension plans: | | | | | | | | | | | | | | | | | | | | | Net actuarial (loss) gain | | $ | (1,335 | ) | | | 35 | | | | (936 | ) | | | (901 | ) | | | (2,236 | ) | Prior service (cost) benefit | | | (29 | ) | | | 4 | | | | (13 | ) | | | (9 | ) | | | (38 | ) | Deferred income tax benefit (expense) | | | 526 | | | | (15 | ) | | | 364 | | | | 349 | | | | 875 | | | | | | | | | | | | | | | | | | | | | | | Total pension plans | | | (838 | ) | | | 24 | | | | (585 | ) | | | (561 | ) | | | (1,399 | ) | | | | | | | | | | | | | | | | | | | | | | Post-retirement benefit plans: | | | | | | | | | | | | | | | | | | | | | Net actuarial loss | | | (221 | ) | | | — | | | | (225 | ) | | | (225 | ) | | | (446 | ) | Prior service (cost) benefit | | | (21 | ) | | | — | | | | (1 | ) | | | (1 | ) | | | (22 | ) | Deferred income tax benefit | | | 92 | | | | — | | | | 87 | | | | 87 | | | | 179 | | | | | | | | | | | | | | | | | | | | | | | Total post-retirement benefit plans | | | (150 | ) | | | — | | | | (139 | ) | | | (139 | ) | | | (289 | ) | | | | | | | | | | | | | | | | | | | | | | Total accumulated other comprehensive (loss) income | | $ | (988 | ) | | | 24 | | | | (724 | ) | | | (700 | ) | | | (1,688 | ) | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | As of and for the Years Ended December 31, | | | | | 2013 | | | Recognition
of Net
Periodic
Benefits
Expense | | | Deferrals | | | Net
Change
in
AOCL | | | 2014 | | | | | (Dollars in millions) | | Accumulated other comprehensive loss: | | | | | | | | | | | | | | | | | | | | | Pension plans: | | | | | | | | | | | | | | | | | | | | | Net actuarial (loss) gain | | $ | (1,058 | ) | | | 85 | | | | (1,787 | ) | | | (1,702 | ) | | | (2,760 | ) | Prior service (cost) benefit | | | (33 | ) | | | 5 | | | | (4 | ) | | | 1 | | | | (32 | ) | Deferred income tax benefit (expense) | | | 422 | | | | (34 | ) | | | 684 | | | | 650 | | | | 1,072 | | | | | | | | | | | | | | | | | | | | | | | Total pension plans | | | (669 | ) | | | 56 | | | | (1,107 | ) | | | (1,051 | ) | | | (1,720 | ) | | | | | | | | | | | | | | | | | | | | | | Post-retirement benefit plans: | | | | | | | | | | | | | | | | | | | | | Net actuarial (loss) gain | | | (37 | ) | | | — | | | | (240 | ) | | | (240 | ) | | | (277 | ) | Prior service (cost) benefit | | | (163 | ) | | | 20 | | | | (23 | ) | | | (3 | ) | | | (166 | ) | Deferred income tax benefit (expense) | | | 78 | | | | (8 | ) | | | 101 | | | | 93 | | | | 171 | | | | | | | | | | | | | | | | | | | | | | | Total post-retirement benefit plans | | | (122 | ) | | | 12 | | | | (162 | ) | | | (150 | ) | | | (272 | ) | | | | | | | | | | | | | | | | | | | | | | Total accumulated other comprehensive loss | | $ | (791 | ) | | | 68 | | | | (1,269 | ) | | | (1,201 | ) | | | (1,992 | ) | | | | | | | | | | | | | | | | | | | | | |
The following table presents estimated items to be recognized in 20132015 as a component of net periodic benefit expense of the pension, non-qualified pension and post-retirement benefit plans: | | | | Pension
Plans | | Post-
Retirement
Plans | | | Pension
Plans | | Post-
Retirement
Plans | | | | | (Dollars in millions) | | | (Dollars in millions) | | Estimated recognition of net periodic benefit expense in 2013: | | | | | | Estimated recognition of net periodic benefit expense in 2015: | | | | | | Net actuarial loss | | $ | (81 | ) | | | (4 | ) | | $ | (148 | ) | | | — | | Prior service cost | | | (5 | ) | | | — | | | | (5 | ) | | | (19 | ) | Deferred income tax benefit | | | 33 | | | | 2 | | | | 58 | | | | 7 | | | | | | | | | | | | | | | Estimated net periodic benefit expense to be recorded in 2013 as a component of other comprehensive income (loss) | | $ | (53 | ) | | | (2 | ) | | Estimated net periodic benefit expense to be recorded in 2015 as a component of other comprehensive income (loss) | | | $ | (95 | ) | | | (12 | ) | | | | | | | | | | | | | |
Medicare Prescription Drug, Improvement and Modernization Act of 2003 We sponsor post-retirement health care plans with several benefit options that provide prescription drug benefits that we deem actuarially equivalent to or exceeding Medicare Part D. We recognize the impact of the federal subsidy received under the Medicare Prescription Drug, Improvement and Modernization Act of 2003 in the calculation of our post-retirement benefit obligation and net periodic post-retirement benefit expense. Other Benefit Plans Health Care and Life Insurance.Insurance We provide health care and life insurance benefits to essentially all of our active employees. We are largely self-funded for the cost of the health care plan. Our health care benefit expenses for current employees were $360was $381 million, $377$362 million and $190$360 million for the years ended December 31, 2012, 20112014, 2013 and 2010,2012, respectively. Union-represented employee benefits are based on negotiated collective bargaining agreements. Employees contributed $113$136 million, $90$117 million and $47$113 million for the years ended December 31, 2012, 20112014, 2013 and 2010,2012, respectively. Our group basic life insurance plans are fully insured and the premiums are paid by us. 401(k) Plan 401(k) Plan.We sponsor qualified defined contribution benefit plans covering substantially all of our employees. Under these plans, employees may contribute a percentage of their annual compensation up to certain maximums, as defined by the plans and by the Internal Revenue Service (“IRS”). Currently, we match a percentage of employee contributions in cash. At December 31, 20122014 and December 31, 2011,2013, the assets of the plans included approximately 108 million and 9 million shares of our common stock, respectively, as a result of the combination of previous employer match and participant directed contributions. We recognized expenses related to these plans of $76$81 million, $70$89 million and $17$76 million and for the years ended December 31, 2014, 2013 and 2012, 2011 and 2010, respectively.
Deferred Compensation Plans.Plans We sponsored non-qualified unfunded deferred compensation plans for various groups that included certain of our current and former highly compensated employees. The plans have been frozen, and the participants are no longer allowed to defer compensation into the plans. The value of assets and liabilities related to these plans was not significant. (9)(8) | Share-based Compensation |
We maintain equity programs that allow our Board of Directors (through its Compensation Committee or our Chief Executive Officer as its delegate) to grant incentives to certain employees and our outside directors in any one or a combination of several forms, including incentive and non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units and market and performance shares. Stock options generally expire ten years from the date of grant. We also offerUntil June 30, 2014, we offered an ESPP,employee stock purchase plan, which allowsallowed eligible employees to purchase our common stock at a 15% discount based on the lower of the beginning or ending stock price during recurring six month offering periods. Acquisitions
Upon the July 15, 2011, closing of our acquisition of Savvis, and pursuant to the terms of the acquisition agreement, we assumed certain obligations under Savvis’ share-based compensation arrangements. Specifically:
all Savvis stock options outstanding immediately prior to the acquisition were vested in full and were converted into 2,420,532 fully vested CenturyLink stock options, and
all non-vested Savvis restricted stock units outstanding immediately prior to the acquisition converted into an aggregate 1,080,070 non-vested CenturyLink awards.
We estimate the aggregate fair value of the assumed Savvis share-based compensation arrangements was $123 million, of which $98 million was attributable to services performed prior to the acquisition date and was included in the cost of the acquisition. The fair value of CenturyLink shares was determined based on the $38.54 closing price of our common stock on July 14, 2011. The remaining $25 million of the aggregate fair value of the assumed Savvis awards was attributable to post-acquisition services and was recognized as compensation expense, net of forfeitures, over the remaining 1.5 year vesting period.
Upon the April 1, 2011, closing of our acquisition of Qwest, pursuant to the terms of the acquisition agreement, we assumed certain obligations under Qwest’s pre-existing share-based compensation arrangements. Specifically:
all Qwest non-qualified stock options outstanding immediately prior to the acquisition converted into an aggregate of 7,198,331 CenturyLink non-qualified stock options (including 5,562,198 fully vested options),
all non-vested shares of Qwest restricted stock outstanding immediately prior to the acquisition converted into an aggregate of 780,455 non-vested shares of CenturyLink restricted stock, and
all Qwest market-based awards outstanding immediately prior to the acquisition vested in full and were paid out by us through the issuance of an aggregate of 563,269 shares of CenturyLink common stock in April 2011.
The aggregate fair value of the assumed Qwest awards was $114 million, of which $85 million was attributable to services performed prior to the acquisition date and was included in the cost of the acquisition. The fair value of CenturyLink shares was determined based on the $41.55 closing price of our common stock on March 31, 2011. We determined the fair value of Qwest’s non-qualified stock options, using the Black-Scholes option-pricing model, reflecting a risk-free interest rate ranging from 0% to 2.13% (depending on the expected life of the option), an expected dividend yield of 6.98%, an expected term ranging from 0.1 to 4.8 years (depending on the option’s remaining contractual term and exercise price and on historical experience), and expected volatility ranging from 11.1% to 35.3% (based on the expected term and historical experience). The remaining $29 million of the aggregate fair value of the assumed Qwest awards was attributable to the post-acquisition period and was included in the cost of the acquisition, which is being recognized as compensation expense, net of estimated forfeitures, over the remaining vesting periods from 0.1 years to 3.0 years.
Stock Options The following table summarizes activity involving stock option awards for the year ended December 31, 2012:2014: | | | | | | | | | | | | Number of
Options | | | Weighted-
Average
Exercise
Price | | | | | (in thousands) | | | | | Outstanding at December 31, 2011 | | | 10,389 | | | $ | 31.05 | | Exercised | | | (3,155 | ) | | $ | 24.21 | | Forfeited/Expired | | | (501 | ) | | $ | 31.31 | | | | | | | | | | | Outstanding at December 31, 2012 | | | 6,733 | | | $ | 34.23 | | | | | | | | | | | Exercisable at December 31, 2012 | | | 6,264 | | | $ | 34.70 | | | | | | | | | | |
| | | | | | | | | | | | Number of
Options | | | Weighted-
Average
Exercise
Price | | | | | (in thousands) | | | | | Outstanding and Exercisable at December 31, 2013 | | | 5,325 | | | $ | 35.95 | | Exercised | | | (1,065 | ) | | | 28.57 | | Forfeited/Expired | | | (154 | ) | | | 32.68 | | | | | | | | | | | Outstanding and Exercisable at December 31, 2014 | | | 4,106 | | | | 37.99 | | | | | | | | | | |
The aggregate intrinsic value of our options outstanding and exercisable at December 31, 20122014 was $51 million and $46 million, respectively.$23 million. The weighted average remaining contractual term for such options was 4.0 years and 3.8 years, respectively.2.7 years. During 2012,2014, we received net cash proceeds of $76$30 million in connection with our option exercises. The tax benefit realized from these exercises was $20$4 million. The total intrinsic value of options exercised for the years ended December 31, 2014, 2013 and 2012 2011 and 2010 was $49$9 million, $47$11 million and $28$49 million, respectively. Restricted Stock Awards For equity based awards that contain only service conditions for vesting, we calculate itsthe award fair value based on the closing stock price on the date of grant.accounting grant date. For equity based restricted stock unitsawards that contain market conditions, the award fair value is calculated through Monte-Carlo simulations. During the first quarter of 2012,2014, we granted approximately 402,000440 thousand shares of restricted stock to certain executive-level employees as part of our long-term incentive program, of which approximately 201,000250 thousand contained only service conditions and will vest on a straight-line basis on February 20, 2015, 2016 and 2017. The remaining awards contain market and service conditions and are scheduled to vest on February 20, 2017. These shares, with market and service conditions, represent only the target for the award, as each recipient has the opportunity to ultimately receive a number of shares between 0% and 200% of the target restricted stock award depending on our total shareholder return versus that of selected peer companies for 2014, 2015 and 2016. During the second quarter of 2014, we granted approximately 1.5 million shares to certain key employees as part of our annual equity compensation program. These awards contained only service conditions and will vest on a straight-line basis on March 26, 2015, 2016 and 2017. During the third quarter of 2014 we granted shares to certain key employees as part of our long-term equity retention program. These awards will vest over a three to seven year period with approximately 105 thousand, 325 thousand and 220 thousand vesting on August 4, 2017, 2019 and 2021, respectively. The remaining awards granted throughout the year to certain other key employees and our outside directors were made as part of our equity compensation and retention programs. These awards require only service conditions for vesting and typically vest equally over a three year period. During the second quarter of 2013, we granted approximately 335 thousand shares of restricted stock to certain executive-level employees as part of our long-term incentive program, of which approximately 223 thousand contained only service conditions and are scheduled to vest on a straight-line basis on May 23, 2014, 2015 and 2016. The remaining awards contain market and service conditions and will vest on May 23, 2016. These shares, with market and service conditions, represent only the target for the award as each recipient has the opportunity to ultimately receive a number of shares between 0% and 200% of the target restricted stock award depending on, our total shareholder return versus that of selected peer companies for 2013, 2014 and 2015. In addition, during the first and second quarter of 2013, we granted approximately 1.2 million shares to certain key employees as part of our annual equity compensation program. These awards contained only service conditions. The remaining awards granted throughout the year to certain other key employees and our outside directors were made as part of our equity compensation and retention programs. These awards require only service conditions for vesting and typically vest equally over a three year period. During the first quarter of 2012, we granted approximately 402 thousand shares of restricted stock to certain executive-level employees as part of our long-term incentive program, of which approximately 201 thousand contained only service conditions and will vest on a straight-line basis on February 20, 2013, 2014 and 2015. The remaining awards contain market and service conditions and will vest on February 20, 2015. These shares, with market and service conditions, represent only the target for the award as each recipient has the opportunity to ultimately receive between 0% and 200% of the target restricted stock award depending on our total shareholder return for 2012, 2013 and 2014 in relation to that of the S&P 500 Index. As of December 31, 2014, none of the 2012 awards with market and service conditions are expected to vest. In addition, during the first quarter of 2012, we granted restricted stock to certain key employees as part of our annual equity compensation program. These awards contained only service conditions. Approximately 519,000519 thousand shares of awards will vest on a straight-line basis on January 9, 2013, 2014 and 2015. Approximately 873,000873 thousand shares of awards will vest on a straight-line basis on March 15, 2013, 2014 and 2015. The remaining awards granted throughout the year to certain other key employees and our outside directors were made as part of our equity compensation and retention programs. These awards require only service conditions for vesting and typically vest an equal portion annually over a three year period. During the second and third quarter of 2011, we granted approximately 624,000 shares of restricted stock to certain executive-level employees as part of our long-term incentive program, of which approximately 474,000 contained only service conditions and will vest on a straight-line basis on May 31, 2012, 2013 and 2014. The remaining awards contain market conditions and will vest on May 31, 2014. These shares represent only the target for the award as each recipient has the opportunity to ultimately receive between 0% and 200% of the target restricted stock award depending on our total shareholder return for 2011, 2012 and 2013 in relation to that of the S&P 500 Index.
In addition to these awards, during 2011 we granted approximately 689,000 shares of restricted stock awards to certain other key employees and our outside directors as part of our equity compensation and retention programs. These awards require only service conditions for vesting.
During the first quarter of 2010, we granted approximately 397,000 shares of restricted stock to certain executive-level employees as part of our long-term incentive program, of which approximately 198,000 contained only service conditions and will vest on a straight-line basis on March 15, 2011, 2012 and 2013. The remaining awards contain service and market conditions. One half of these awards will vest on March 15, 2012 based on our two-year total shareholder return for 2010 and 2011 as measured against the total shareholder return of the companies comprising the S&P 500 Index. The other half will vest on March 15, 2013 based on our three-year total shareholder return for 2010, 2011 and 2012 as measured against the total shareholder return of the companies comprising the S&P 500 Index. These shares represent only the target for the award as each recipient has the opportunity to ultimately receive between 0% and 200% of the target restricted stock award depending on our total shareholder return in relation to that of the S&P 500 Index.
In addition to these awards, during 2010 we granted approximately 600,000 shares of restricted stock awards to certain other key employees and our outside directors as part of our equity compensation and retention programs. These awards require only service conditions for vesting.
In anticipation of our acquisition of Qwest, during the third quarter of 2010, we granted 407,000 shares of restricted stock to certain executive officers and other key employees as part of a retention program. The shares of restricted stock contain only service conditions and will vest in equal installments on the first, second and third anniversaries of the April 1, 2011 closing date of the acquisition. As this retention program was contingent upon the consummation of the Qwest acquisition, we did not begin expensing these awards until the closing of the acquisition on April 1, 2011.
The following table summarizes activity involving restricted stock and restricted stock unit awards for the year ended December 31, 2012:2014: | | | | Number of
Shares | | Weighted-
Average
Grant Date
Fair Value | | | Number of
Shares | | | Weighted-
Average
Grant Date
Fair Value | | | | | (in thousands) | | | | | (in thousands) | | Non-vested at December 31, 2011 | | | 4,208 | | | $ | 36.78 | | | Non-vested at December 31, 2013 | | | | 3,625 | | | $ | 37.33 | | Granted | | | 2,139 | | | $ | 39.13 | | | | 2,851 | | | | 35.87 | | Vested | | | (2,603 | ) | | $ | 36.33 | | | | (1,561 | ) | | | 36.48 | | Forfeited | | | (216 | ) | | $ | 39.13 | | | | (515 | ) | | | 38.10 | | | | | | | | | | | | | Non-vested at December 31, 2012 | | | 3,528 | | | $ | 38.43 | | | Non-vested at December 31, 2014 | | | | 4,400 | | | | 36.59 | | | | | | | | | | | | |
During 2011,2013, we granted 1.31.9 million shares of restricted stock and restricted stock unit awards at a weighted-average price of $35.63. During 2012, we granted 2.1 million shares of restricted stock at a weighted-average price of $36.15, excluding the 1.9 million shares issued in connection with our acquisitions of Qwest and Savvis. During 2010, we granted 1.4 million shares of restricted stock at a weighted-average price of $36.56.$39.13. The total fair value of restricted stock that vested during 2014, 2013 and 2012 2011 and 2010 was $102$53 million, $72$52 million and $48$102 million, respectively. Compensation Expense and Tax Benefit We recognize compensation expense related to our market and performance share-based awards with graded vesting that only have a service condition on a straight-line basis over the requisite service period for the entire award. Total compensation expense for all share-based payment arrangements for the years ended December 31, 2014, 2013 and 2012 2011was $75 million, $63 million and 2010 was $78 million, $65 million and $38 million, respectively. These amounts included $12 million in compensation expense recognized in 2011 for the acceleration of certain awards resulting from the consummation of the Qwest acquisition. Our tax benefit recognized in the incomeconsolidated statements of operations for our share-based payment arrangements for the years ended December 31, 2014, 2013 and 2012 2011 and 2010 was $31$29 million, $25 million and $14$31 million, respectively. At December 31, 2012,2014, there was $92$112 million of total unrecognized compensation expense related to our share-based payment arrangements, which we expect to recognize over a weighted-average period of 1.92.2 years.
(10)(9) | Earnings (Loss) Per Common Share |
Basic and diluted earnings (loss) per common share for the years ended December 31, 2012, 20112014, 2013 and 20102012 were calculated as follows: | | | | Years Ended December 31, | | | Years Ended December 31, | | | | | 2012 | | 2011 | | 2010 | | | 2014 | | 2013 | | 2012 | | | | | (Dollars in millions, except per share
amounts, shares in thousands) | | | (Dollars in millions, except per share
amounts, shares in thousands) | | Income (Numerator): | | | | | | | | Net income | | $ | 777 | | | | 573 | | | | 948 | | | Income (Loss) (Numerator): | | | | | | | | Net income (loss) | | | $ | 772 | | | | (239 | ) | | | 777 | | Earnings applicable to non-vested restricted stock | | | (1 | ) | | | (2 | ) | | | (6 | ) | | | — | | | | — | | | | (1 | ) | | | | | | | | | | | | | | | | | | | | Net income applicable to common stock for computing basic earnings per common share | | | 776 | | | | 571 | | | | 942 | | | Net income (loss) applicable to common stock for computing basic earnings (loss) per common share | | | | 772 | | | | (239 | ) | | | 776 | | | | | | | | | | | | | | | | | | | | | Net income as adjusted for purposes of computing diluted earnings per common share | | $ | 776 | | | | 571 | | | | 942 | | | Net income (loss) as adjusted for purposes of computing diluted earnings (loss) per common share | | | $ | 772 | | | | (239 | ) | | | 776 | | | | | | | | | | | | | | | | | | | | | Shares (Denominator): | | | | | | | | | | | | | Weighted average number of shares: | | | | | | | | | | | | | Outstanding during period | | | 622,139 | | | | 534,320 | | | | 301,428 | | | | 572,748 | | | | 604,404 | | | | 622,139 | | Non-vested restricted stock | | | (2,796 | ) | | | (2,209 | ) | | | (1,756 | ) | | | (4,313 | ) | | | (3,512 | ) | | | (2,796 | ) | Non-vested restricted stock units | | | 862 | | | | 669 | | | | 947 | | | | — | | | | — | | | | 862 | | | | | | | | | | | | | | | | | | | | | Weighted average shares outstanding for computing basic earnings per common share | | | 620,205 | | | | 532,780 | | | | 300,619 | | | Weighted average shares outstanding for computing basic earnings (loss) per common share | | | | 568,435 | | | | 600,892 | | | | 620,205 | | Incremental common shares attributable to dilutive securities: | | | | | | | | | | | | | Shares issuable under convertible securities | | | 12 | | | | 13 | | | | 13 | | | | 10 | | | | — | | | | 12 | | Shares issuable under incentive compensation plans | | | 2,068 | | | | 1,328 | | | | 665 | | | | 1,294 | | | | — | | | | 2,068 | | | | | | | | | | | | | | | | | | | | | Number of shares as adjusted for purposes of computing diluted earnings per common share | | | 622,285 | | | | 534,121 | | | | 301,297 | | | Number of shares as adjusted for purposes of computing diluted earnings (loss) per common share | | | | 569,739 | | | | 600,892 | | | | 622,285 | | | | | | | | | | | | | | | | | | | | | Basic earnings per common share | | $ | 1.25 | | | | 1.07 | | | | 3.13 | | | Basic earnings (loss) per common share | | | $ | 1.36 | | | | (0.40 | ) | | | 1.25 | | | | | | | | | | | | | | | | | | | | | Diluted earnings per common share | | $ | 1.25 | | | | 1.07 | | | | 3.13 | | | Diluted earnings (loss) per common share | | | $ | 1.36 | | | | (0.40 | ) | | | 1.25 | | | | | | | | | | | | | | | | | | | | |
Our calculationscalculation of diluted earnings (loss) per common share excludeexcludes shares of common stock that are issuable upon exercise of stock options when the exercise price is greater than the average market price of our common stock during the period.periods reflected in the table above. Such potentially issuable shares totaledaveraged 2.5 million, 2.7 million and 2.2 million 2.4for 2014, 2013 and 2012, respectively. For the year ended December 31, 2013, due to the net loss position, we excluded from the calculation of diluted loss per share 1.3 million and 2.9 million for 2012, 2011 and 2010, respectively.shares which were potentially issuable under incentive compensation plans or convertible securities, as their effect, if included, would have been anti-dilutive. (11)(10) | Fair Value Disclosure |
Our financial instruments consist of cash and cash equivalents, accounts receivable, investments, accounts payable and long-term debt, excluding capital lease obligations. Due to their short-term nature, the carrying amounts of our cash and cash equivalents, accounts receivable and accounts payable approximate their fair values. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between independent and knowledgeable parties who are willing and able to transact for an asset or liability at the measurement date. We use valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs when determining fair value and then we rank the estimated values based on the reliability of the inputs used following the fair value hierarchy set forth by the Financial Accounting Standards Board (“FASB”).FASB. We determined the fair values of our long-term notes,debt, including the current portion, based on quoted market prices where available or, if not available, based on discounted future cash flows using current market interest rates. The three input levels in the hierarchy of fair value measurements are defined by the FASB generally as follows: | | | Input Level | | Description of Input | Level 1 | | Observable inputs such as quoted market prices in active markets. | Level 2 | | Inputs other than quoted prices in active markets that are either directly or indirectly observable. | Level 3 | | Unobservable inputs in which little or no market data exists. |
The following table presents the carrying amounts and estimated fair values of our investment securities, which are reported in noncurrent other assets, and long-term debt, excluding capital lease and other obligations, as well as the input levels used to determine the fair values:values indicated below: | | | | | | | | | | | | | | | | | | | | | | | | | | | December 31, 2012 | | | December 31, 2011 | | | | | Input
Level | | | Carrying
Amount | | | Fair
Value | | | Carrying
Amount | | | Fair
Value | | | | | | | | (Dollars in millions) | | Assets—Investments securities | | | 3 | | | $ | — | | | | — | | | | 73 | | | | 73 | | Liabilities—Long-term debt excluding capital lease obligations | | | 2 | | | $ | 19,871 | | | | 21,457 | | | | 21,124 | | | | 22,052 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | As of December 31, 2014 | | | As of December 31, 2013 | | | | | Input
Level | | | Carrying
Amount | | | Fair
Value | | | Carrying
Amount | | | Fair
Value | | | | | | | | (Dollars in millions) | | Liabilities-Long-term debt excluding capital lease and other obligations | | | 2 | | | $ | 20,162 | | | | 21,255 | | | | 20,347 | | | | 20,413 | |
In connection with the acquisition of Qwest on April 1, 2011, we acquired auction rate securities that were not actively traded in liquid markets. We designated these securities as available for sale and, accordingly, we reported them on our balance sheet under our “goodwill and other assets—other” line item at fair value on December 31, 2011. During 2012, we sold these securities in increments of $17 million, $39 million and $19 million for a gain of $14 million. In connection with auction rate securities sales, temporary losses of approximately $3 million, net of tax, were reclassified into income from other comprehensive income and recognized in our consolidated statement of operations for 2012. During 2012, we recognized an unrealized temporary holding gain on these securities in the amount of $2 million, net of tax in other comprehensive income. At December 31, 2011, we estimated the fair value of these securities using a probability- weighted cash flow model that considered the coupon rate for the securities, probabilities of default and liquidation prior to maturity, and a discount rate commensurate with the creditworthiness of the issuer.
| | | | Years Ended December 31, | | | Years Ended December 31, | | | | | 2012 | | | 2011 | | 2010 | | | 2014 | | | 2013 | | | 2012 | | | | | (Dollars in millions) | | | (Dollars in millions) | | Income tax expense was as follows: | | | | | | | | | | | | | Federal | | | | | | | | | | | | | Current | | $ | 57 | | | | (49 | ) | | | 384 | | | $ | 18 | | | | 1 | | | | 57 | | Deferred | | | 361 | | | | 401 | | | | 145 | | | | 305 | | | | 403 | | | | 361 | | | | | | | | | | | | | | | | | | | | | State | | | | | | | | | | | | | Current | | | 15 | | | | 25 | | | | 67 | | | | 26 | | | | 62 | | | | 15 | | Deferred | | | 33 | | | | (6 | ) | | | (13 | ) | | | (14 | ) | | | (8 | ) | | | 33 | | | | | | | | | | | | | | | | | | | | | Foreign | | | | | | | | | | | | | Current | | | 7 | | | | 4 | | | | — | | | | 3 | | | | 9 | | | | 7 | | Deferred | | | — | | | | — | | | | — | | | | — | | | | (4 | ) | | | — | | | | | | | | | | | | | | | | | | | | | Total income tax expense | | $ | 473 | | | | 375 | | | | 583 | | | $ | 338 | | | | 463 | | | | 473 | | | | | | | | | | | | | | | | | | | | |
| | | | Years Ended December 31, | | | Years Ended December 31, | | | | | 2012 | | 2011 | | 2010 | | | 2014 | | 2013 | | 2012 | | | | | (Dollars in millions) | | | (Dollars in millions) | | Income tax expense was allocated as follows: | | | | | | | | | | | | | Income tax expense in the consolidated statements of income: | | | | | | | | Income tax expense in the consolidated statements of operations: | | | | | | | | Attributable to income | | $ | 473 | | | | 375 | | | | 583 | | | $ | 338 | | | | 463 | | | | 473 | | Stockholders’ equity: | | | | | | | | | | | | | Compensation expense for tax purposes in excess of amounts recognized for financial reporting purposes | | | (18 | ) | | | (13 | ) | | | (12 | ) | | | (5 | ) | | | (14 | ) | | | (18 | ) | Tax effect of the change in accumulated other comprehensive loss | | | (434 | ) | | | (535 | ) | | | (34 | ) | | | (744 | ) | | | 554 | | | | (434 | ) |
The following is a reconciliation from the statutory federal income tax rate to our effective income tax rate: | | | | | | | | | | | | | | | | Years Ended
December 31, | | | | | 2012 | | | 2011 | | | 2010 | | | | | (Percentage of pre-tax
income) | | Statutory federal income tax rate | | | 35.0 | % | | | 35.0 | % | | | 35.0 | % | State income taxes, net of federal income tax benefit | | | 2.5 | % | | | 1.3 | % | | | 1.9 | % | Change in tax treatment of Medicare subsidy | | | — | | | | — | | | | 0.3 | % | Nondeductible acquisition related costs | | | — | | | | 0.9 | % | | | 0.2 | % | Nondeductible compensation pursuant to executive compensation limitations | | | 0.5 | % | | | 0.4 | % | | | 0.2 | % | Reversal of valuation allowance on auction rate securities | | | (1.2 | )% | | | — | | | | — | | Foreign income taxes | | | 0.3 | % | | | 0.4 | % | | | — | | Foreign valuation allowance | | | — | | | | 0.8 | % | | | — | | Other, net | | | 0.7 | % | | | 0.8 | % | | | 0.5 | % | | | | | | | | | | | | | | Effective income tax rate | | | 37.8 | % | | | 39.6 | % | | | 38.1 | % | | | | | | | | | | | | | |
Included in income tax expense for the years ended December 31, 2011 and 2010 is $24 million and $4 million, respectively, which is related to a portion of our transaction costs associated with our recent acquisitions. The transaction costs were primarily related to the acquisition of Qwest. These costs are considered non-deductible for income tax purposes. We did not incur non-deductible transaction costs in 2012.
| | | | | | | | | | | | | | | | Years Ended December 31, | | | | | 2014 | | | 2013 | | | 2012 | | | | | (Percentage of pre-tax income) | | Statutory federal income tax rate | | | 35.0 | % | | | 35.0 | % | | | 35.0 | % | State income taxes, net of federal income tax benefit | | | 2.7 | % | | | 2.8 | % | | | 2.5 | % | Impairment of goodwill | | | — | % | | | 188.5 | % | | | — | % | Reversal of liability for unrecognized tax position | | | 0.4 | % | | | (24.5 | )% | | | — | % | Foreign income taxes | | | 0.4 | % | | | 2.7 | % | | | 0.3 | % | Nondeductible accounting adjustment for life insurance | | | — | % | | | 3.1 | % | | | — | % | Release state valuation allowance | | | — | % | | | (2.3 | )% | | | — | % | Loss on worthless investment in foreign subsidiary | | | (5.4 | )% | | | — | % | | | — | % | Other, net | | | (2.6 | )% | | | 1.4 | % | | | — | % | | | | | | | | | | | | | | Effective income tax rate | | | 30.5 | % | | | 206.7 | % | | | 37.8 | % | | | | | | | | | | | | | |
The 20122014 effective tax rate is 37.8%30.5% compared to 39.6%206.7% for 2011.2013. The 2014 rate reflects a $60 million benefit for a worthless stock deduction for tax basis in a wholly-owned foreign subsidiary as a result of developments in bankruptcy proceedings involving its sole asset and a $13 million tax decrease due to changes in the state taxes caused by apportionment changes, state tax rate changes and the changes in the expected utilization of NOLs. The 2013 rate reflects the tax effect of a $1.092 billion non-deductible goodwill impairment charge, a favorable settlement with the Internal Revenue Service of $33 million, a $22 million reduction due to the reversal of an uncertain tax position and the tax effect of a $17 million unfavorable accounting adjustment for non-deductible life insurance costs. Also in 2013, the tax rate was decreased by a $5 million reduction to the valuation allowance due to the estimated ability to utilize more state NOLs than previously expected. The 2012 rate reflects the $16 million reversal of a valuation allowance related to the auction rate securities we sold in 2012, a $12 million benefit related to state NOLs net of valuation allowance, and an expense of $6 million associated with reversing a receivable related to periods that have been effectively settled with the IRS. The 2011 rate increase was due in part to $24 million of non-deductible transaction costs and an $8 million valuation allowance recorded on deferred tax assets that require future income of a special character to realize the benefits. Because we are not currently forecasting income of an appropriate character for these benefits to be realized, we will continue to maintain a valuation allowance equal to the amount we do not believe is more likely than not to be realized. This 2011 increase was partially offset by a $16 million reduction in valuation allowances related to state NOLs due primarily to the effects of a tax law change in one of the states in which we operate.2012. The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2012 and 2011 were as follows: | | | | Years Ended
December 31, | | | As of December 31, | | | | | 2012 | | 2011 | | | 2014 | | | 2013 | | | | | (Dollars in millions) | | | (Dollars in millions) | | Deferred tax assets | | | | | | | | | Post-retirement and pension benefit costs | | $ | 2,327 | | | | 2,040 | | | $ | 2,276 | | | | 1,618 | | Net operating loss carryforwards | | | 1,764 | | | | 2,492 | | | | 1,091 | | | | 1,532 | | Other employee benefits | | | 193 | | | | 122 | | | | 214 | | | | 182 | | Other | | | 754 | | | | 802 | | | | 602 | | | | 782 | | | | | | | | | | | | | | | Gross deferred tax assets | | | 5,038 | | | | 5,456 | | | | 4,183 | | | | 4,114 | | Less valuation allowance | | | (281 | ) | | | (293 | ) | | | (409 | ) | | | (435 | ) | | | | | | | | | | | | | | Net deferred tax assets | | | 4,757 | | | | 5,163 | | | | 3,774 | | | | 3,679 | | | | | | | | | | | | | | | Deferred tax liabilities | | | | | | | | | Property, plant and equipment, primarily due to depreciation differences | | | (3,983 | ) | | | (3,638 | ) | | | (3,869 | ) | | | (3,904 | ) | Goodwill and other intangible assets | | | (3,316 | ) | | | (4,144 | ) | | | (2,908 | ) | | | (3,226 | ) | Other | | | (211 | ) | | | (162 | ) | | | (147 | ) | | | (137 | ) | | | | | | | | | | | | | | Gross deferred tax liabilities | | | (7,510 | ) | | | (7,944 | ) | | | (6,924 | ) | | | (7,267 | ) | | | | | | | | | | | | | | Net deferred tax liability | | $ | (2,753 | ) | | | (2,781 | ) | | $ | (3,150 | ) | | | (3,588 | ) | | | | | | | | | | | | | |
Of the $2.753$3.150 billion and $2.781$3.588 billion net deferred tax liability at December 31, 20122014 and 2011,2013, respectively, $3.644$4.030 billion and $3.800$4.753 billion is reflected as a long-term liability and $891$880 million and $1.019$1.165 billion is reflected as a net current deferred tax asset at December 31, 20122014 and December 31, 2011,2013, respectively. In connection with our acquisitions of Savvis on July 15, 2011 and Qwest on April 1, 2011, we recognized net noncurrent deferred tax liabilities of approximately $320 million and $595 million, respectively, which reflects the expected future tax effects of certain differences between the financial reporting carrying amounts and tax bases of Savvis’ and Qwest’s assets and liabilities. In addition, due to the Qwest acquisition, we recognized a net current deferred tax asset of $271 million, which relates primarily to certain accrued liabilities that are expected to result in future tax deductions. These primary differences involve Qwest’s pension and other post-retirement benefit obligations as well as tax effects for acquired intangible assets, property, plant and equipment and long-term debt, including the effects of acquisition date valuation adjustments, for both entities. The net deferred tax liability is partially offset by a deferred tax asset for expected future tax deductions relating to Savvis’ and Qwest’s net operating loss carryforwards.
At December 31, 2012,2014, we had federal NOLs of $4.7$1.6 billion and state NOLSNOLs of $7$12 billion. If unused, the NOLs will expire between 2015 and 2032; however, no significant amounts expire until 2020. At December 31, 2012,2014, we had $72$51 million ($4733 million net of federal income tax) of state investment tax credit carryforwards that will expire between 20132015 and 2024 if not utilized. In addition, at December 31, 20122014 we had $62$110 million of federal alternative minimum tax, or AMT, credits. Our acquisitions of Qwest and Savvis caused “ownership changes” within the meaning of Section 382 of the Internal Revenue Code (“Section 382”). As a result, our ability to use these NOLs isand AMT credits are subject to annual limits imposed by Section 382. Despite this, we expect to use substantially all of these NOLs as an offset againsttax attributes to reduce our future taxable income,federal tax liabilities, although the timing of that use will depend upon our future earnings and future tax circumstances. We establish valuation allowances when necessary to reduce the deferred tax assets to amounts we expect to realize. As of December 31, 2012,2014, a valuation allowance of $281$409 million was established as it is more likely than not that this amount of net operating loss and tax credit carryforwards will not be utilized prior to expiration. Our valuation allowance at December 31, 20122014 and 20112013 is primarily related to state NOL carryforwards. This valuation allowance decreased by $12$26 million during 2012. We recorded valuation allowances of $10 million and $248 million related to the Savvis and Qwest acquisitions, respectively, for the portion of the acquired net deferred tax assets that we did not believe is more likely than not to be realized. Our acquisition date assignment of deferred income taxes and the related valuation allowance was completed in 2012 as discussed in Note 2—Acquisitions.2014.
A reconciliation of the change in our gross unrecognized tax benefits (excluding both interest and any related federal benefit) from January 1 to December 31 for 20122014 and 20112013 is as follows: | | | | | | | | | | | | 2012 | | | 2011 | | | | | (Dollars in millions) | | Unrecognized tax benefits at beginning of year | | $ | 111 | | | | 311 | | Assumed in Qwest and Savvis acquisitions | | | — | | | | 206 | | Increase in tax positions taken in the current year | | | 3 | | | | — | | Decrease due to the reversal of tax positions taken in a prior year | | | (34 | ) | | | (13 | ) | Decrease from the lapse of statute of limitations | | | (2 | ) | | | (1 | ) | Settlements | | | — | | | | (392 | ) | | | | | | | | | | Unrecognized tax benefits at end of year | | $ | 78 | | | | 111 | | | | | | | | | | |
Upon the dismissal of our refund appeal in October 2011, we recorded a $242 million settlement related to the treatment of universal service fund receipts of certain subsidiaries acquired in our Embarq acquisition, effectively settling the issue for the 1990 through 1994 years. We dismissed our 2004-2006 Tax Court proceedings due to an agreement in place with the IRS Chief Counsel’s office. Dismissal of the Tax Court proceedings will result in an agreed tax deficiency amount for each period. Since the Tax Court proceedings involved years that Embarq was owned by Sprint, Sprint will receive the deficiency and the payment to the IRS will trigger a settlement obligation under the Tax Sharing agreement with Sprint. During 2011, Qwest also withdrew their claims associated with the treatment of universal services fund receipts resulting in a $141 million settlement decrease in our unrecognized tax benefits. Due to Qwest’s NOL carryforward, the settlement of the position resulted in a reduction in our unrecognized tax benefit but no cash payment is required.
| | | | | | | | | | | | 2014 | | | 2013 | | | | | (Dollars in millions) | | Unrecognized tax benefits at beginning of year | | $ | 14 | | | | 78 | | Increase in tax positions taken in the prior year | | | 9 | | | | — | | Decrease due to the reversal of tax positions taken in a prior year | | | (2 | ) | | | — | | Decrease from the lapse of statute of limitations | | | (1 | ) | | | (36 | ) | Settlements | | | (3 | ) | | | (28 | ) | | | | | | | | | | Unrecognized tax benefits at end of year | | $ | 17 | | | | 14 | | | | | | | | | | |
During 2012, we entered into negotiations with the IRS to resolve a claim that was filed by Qwest for 1999. Based on the status of thosethe negotiations at year end 2012, we have partially reversed an unrecognized tax benefit that was assumed as part of the Qwest acquisition, which decreased our totalacquisition. When the negotiations were settled in 2013, we fully reversed the amount of the unrecognized tax benefits.position and recorded a receivable for the anticipated refund, which was received in the second quarter of 2014. The total amount of unrecognized tax benefits that, if recognized, would impact the effective income tax rate was $52$32 million and $29 million at December 31, 20122014 and $118 million at December 31, 2011.2013, respectively. Our policy is to reflect interest expense associated with unrecognized tax benefits in income tax expense. We had accrued interest (presented before related tax benefits) of approximately $33$30 million at both December 31, 20122014 and December 31, 2011.2013. We file income tax returns, including returns for our subsidiaries, with federal, state and local jurisdictions. Our uncertain income tax positions are related to tax years that are currently under or remain subject to examination by the relevant taxing authorities. In 2012, Qwest filed an amended 2008 federal income tax return primarily to report the carryforward impact of prior year settlements. A refund was received for the amended 2008 federal income tax return in 2013. In 2013, Qwest filed an amended 2009 federal income tax return primarily to report the carryforward impact of prior year settlements. The refund for the 2009 amended return filed in 2013 was received in 2014. In 2014, Qwest filed an amended federal income tax return for 2010. The refund claim filed for 2010 was accepted by the IRS and the refund is expected to be received in 2015. The 2010 amended return released certain general business credits that were required to be carried back to 2009. As a result, a subsequent 2009 federal amended return was filed by Qwest in 2014 to reflect the carrybacks from 2010. The 2009 refund claim filed in 2014 was accepted by the IRS and the refund is expected to be received in 2015. Beginning with the 2010 tax year, our federal consolidated returns are subject to annual examination by the IRS. Qwest’s federal consolidated returns for the 2009, 2010 and pre-merger 2011 tax years are open to examination by the IRS. Federal consolidated returns for Savvis for tax years 2010 and pre-merger 2011 are under examination by the IRS. In years prior to 2011, Qwest filed amended federal income tax returns for 2002-2007 to make protective claims with respect to items reserved in their audit settlements and to correct items not addressed in prior audits. The examination of those amended federal income tax returns by the IRS was completed in 2012. In 2012, Qwest filed an amended 2008 federal income tax return primarily to report the carryforward impact of prior year settlements. Such amended filing is subject to adjustment by the IRS. At the same time, Qwest also filed an amended return for 1999 for its predecessor U S WEST, Inc. to make certain refund claims. An agreed resolution of those claims is pending conditioned upon Congressional Joint Committee Approval. Our open income tax years by major jurisdiction are as follows at December 31, 2012:2014: | | | | | Jurisdiction | | Open Tax Years | | Federal | | | 2008—2010—current | | State | | | | | Florida | | | 2006—current | | Louisiana
| | | 2009—2010—current | | Minnesota | | | 1996—1999 and 2002—current | | New York
| | | 2001—2006 and 2009—current | | North Carolina
| | | 2004—2006 and 2009—current | | Oregon
| | | 2002—2003 and 2009—current | | Texas
| | | 2008—2011—current | | Other states | | | 2006—2010—current | |
Since the period for assessing additional liability typically begins upon the filing of a return, it is possible that certain jurisdictions could assess tax for years prior to the open tax years disclosed above. Additionally, it is possible that certain jurisdictions in which we do not believe we have an income tax filing responsibility, and accordingly did not file a return, may attempt to assess a liability, or that other jurisdictions to which we pay taxes may attempt to assert that we owe additional taxes. Based on our current assessment of various factors, including (i) the potential outcomes of these ongoing examinations, (ii) the expiration of statute of limitations for specific jurisdictions, (iii) the negotiated settlement of certain disputed issues, and (iv) the administrative practices of applicable taxing jurisdictions, it is reasonably possible that the related unrecognized tax benefits for uncertain tax positions previously taken may decrease by up to $32$8 million within the next 12 months. The actual amount of such decrease, if any, will depend on several future developments and events, many of which are outside our control. (13)(12) | Segment Information |
For several years priorEffective November 1, 2014, we implemented a new organizational structure designed to 2011,strengthen our ability to attain our operational, strategic and financial goals. Prior to this reorganization, we operated and reported our operations as four segments: consumer, business, wholesale and hosting. As a single segment. However, in 2011, after our acquisitionsresult of Qwest on April 1, 2011this reorganization, we now operate and Savvis on July 15, 2011, we reorganized our business intoreport the following operating segments:two segments in our consolidated financial statements:
| | • | | Regional markets.Business.ConsistedConsists generally of providing strategic, legacy and legacy products and services to residential consumers, small to medium-sized businesses and regional enterprise customers. Our
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| strategic products and services offered to these customers include our private line, broadband, Multi- Protocol Label Switching (“MPLS”), hosting and video services. Our legacy services offered to these customers include local and long-distance service;
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| • | | Business markets.Consisted generally of providing strategic and legacydata integration products and services to enterprise, wholesale and government customers.governmental customers, including other communication providers. Our strategic products and services offered to these customers include our private line (including special access), broadband, Ethernet, MPLS, Voice over Internet Protocol (“VoIP”), network management services, colocation, managed hosting and videocloud hosting services. Our legacy services offered to these customers primarily include switched access, long-distance, and local and long-distance service;
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| • | | Wholesale markets.Consisted generallyservices, including the sale of providing strategic and legacy products and services to other communications providers. Our strategic products and services offered to these customers are mainly private line (including special access) and MPLS. Our legacy services offered to these customers include unbundled network elements (“UNEs”) which allow our wholesale customers theto use of our network or a combination of our network and their own networks to provide voice and data services to their customers, long-distance and switched access services;customers; and
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| | • | | Savvis operations.Consumer.Consisted of the entire centrally-managed operations of our Savvis subsidiaries, which provides hosting and network services primarily to business customers when provided by Legacy Savvis.
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Effective April 1, 2012, in order to more effectively leverage the strategic assets from our acquisitions of Qwest and Savvis and to better serve our business and government customers, we restructured our business into the following operating segments:
| • | | Regional markets.Consists generally of providing strategic and legacy products and services to residential consumers, state and local governments, small to medium-sized businesses and enterprise customers that in each case are located mainly within one of our six regions.customers. Our strategic products and services offered to these customers include our private line, broadband, MPLS, hosting,wireless and video and wirelessservices, including our Prism TV services. Our legacy services offered to these customers include local and long-distance service;services.
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| • | | Wholesale markets.Consists generally of providing strategic and legacy products and services to other domestic and international communications providers. Our strategic products and services offered to these customers are mainly private line (including special access) and MPLS. Our legacy services offered to these customers include UNEs which allow our wholesale customers the use of our network or a combination of our network and their own networks to provide voice and data services to their customers, long-distance and switched access services;
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| • | | Enterprise markets—network.Consists generally of providing strategic and legacy network communications products and services to national and international enterprise and government customers. Our strategic products and services offered to these customers include our private line, broadband, MPLS and hosting services. Our legacy services offered to these customers include local and long-distance services;
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| • | | Enterprise markets—data hosting.Consists generally of providing colocation, managed hosting and cloud hosting services to national and international enterprise and government customers.
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On January 3, 2013, we announced a reorganization of our operating segments. Consequently, beginning with the first quarter of 2013, we will report the following four segments in our consolidated financial statements: consumer, business, wholesale and data hosting. The primary purpose of the reorganization is to strengthen our focus on the enterprise business market while continuing our commitment to our hosting and consumer customers. The reorganization combines business sales and operations functions that resided in the enterprise markets—network segment and the regional markets segment into the new business segment. The remaining customers serviced by the regional markets segment will become the new consumer segment. Our wholesale markets and enterprises markets—data hosting segments will not be impacted by this reorganization.
We have restated previously reported segment results for the yearyears ended December 31, 20112013 and 2012 due to the above-described restructuring of our businessorganizational restructure on AprilNovember 1, 2012.2014. The following table summarizes our segment results for 20122014, 2013 and 20112012 based on the segment categorization we were operating under onat December 31, 2012.2014. | | | | Years Ended December 31, | | | Years Ended December 31, | | | | | 2012 | | 2011 | | | 2014 | | 2013 | | 2012 | | | | | (Dollars in millions) | | | (Dollars in millions) | | Total segment revenues | | $ | 17,320 | | | | 14,471 | | | $ | 17,028 | | | | 17,095 | | | | 17,320 | | Total segment expenses | | | 8,094 | | | | 6,513 | | | | 8,509 | | | | 8,167 | | | | 8,147 | | | | | | | | | | | | | | | | | | Total segment income | | $ | 9,226 | | | | 7,958 | | | $ | 8,519 | | | | 8,928 | | | | 9,173 | | | | | | | | | | | | | | | | | | Total margin percentage | | | 53 | % | | | 55 | % | | | 50 | % | | | 52 | % | | | 53 | % | Regional markets: | | | | | | Business: | | | | | | | | Revenues | | $ | 9,876 | | | | 8,743 | | | $ | 11,034 | | | | 11,091 | | | | 11,156 | | Expenses | | | 4,218 | | | | 3,673 | | | | 6,089 | | | | 5,808 | | | | 5,729 | | | | | | | | | | | | | | | | | | Income | | $ | 5,658 | | | | 5,070 | | | $ | 4,945 | | | | 5,283 | | | | 5,427 | | | | | | | | | | | | | | | | | | Margin percentage | | | 57 | % | | | 58 | % | | | 45 | % | | | 48 | % | | | 49 | % | Wholesale markets: | | | | | | Consumer: | | | | | | | | Revenues | | $ | 3,721 | | | | 3,305 | | | $ | 5,994 | | | | 6,004 | | | | 6,164 | | Expenses | | | 1,117 | | | | 1,021 | | | | 2,420 | | | | 2,359 | | | | 2,418 | | | | | | | | | | | | | | | | | | Income | | $ | 2,604 | | | | 2,284 | | | $ | 3,574 | | | | 3,645 | | | | 3,746 | | | | | | | | | | | | | | | | | | Margin percentage | | | 70 | % | | | 69 | % | | | 60 | % | | | 61 | % | | | 61 | % | Enterprise markets—network: | | | | | | Revenues | | $ | 2,609 | | | | 1,933 | | | Expenses | | | 1,891 | | | | 1,450 | | | | | | | | | | | Income | | $ | 718 | | | | 483 | | | | | | | | | | | Margin percentage | | | 28 | % | | | 25 | % | | Enterprise markets—data hosting: | | | | | | Revenues | | $ | 1,114 | | | | 490 | | | Expenses | | | 868 | | | | 369 | | | | | | | | | | | Income | | $ | 246 | | | | 121 | | | | | | | | | | | Margin percentage | | | 22 | % | | | 25 | % | |
Recent Changes in Segment Reporting DueWe have recast our previously reported segment results due to system limitations, we have determined that is impracticable to restate 2010’s reportable segments to conform tothe reorganization of our currentbusiness. The segment categorization. For comparability purposes, we have included ourrecast resulted in increases in consumer segment informationexpenses and decreases in business segment expenses for the years ended December 31, 20112013 and 2010 based on2012. The nature of the most significant changes to segment expenses are as follows:
Certain business segment expenses were reassigned to consumer segment expense; and Certain business segment expenses were reassigned to corporate overhead. For the years ended December 31, 2013 and 2012, the segment categorizationrecast resulted in an increase in consumer expenses of $28 million and $32 million, respectively, and a decrease in business expenses of $45 million and $59 million, respectively. During 2014, we were operating under onadopted several changes with respect to the assignment of certain expenses to our then segments. We have restated our previously reported segment results for the years ended December 31, 2011:2013 and 2012 to conform to the current presentation. The nature of the most significant changes to segment expenses are as follows: | | | | | | | | | | | | Years Ended December 31, | | | | | 2011 | | | 2010 | | | | | (Dollars in millions) | | Total segment revenues | | $ | 14,471 | | | | 6,495 | | Total segment expenses | | | 6,535 | | | | 2,403 | | | | | | | | | | | Total segment income | | $ | 7,936 | | | | 4,092 | | | | | | | | | | | Total margin percentage | | | 55 | % | | | 63 | % | Regional markets: | | | | | | | | | Revenues | | $ | 7,832 | | | | 4,640 | | Expenses | | | 3,398 | | | | 1,783 | | | | | | | | | | | Income | | $ | 4,434 | | | | 2,857 | | | | | | | | | | | Margin percentage | | | 57 | % | | | 62 | % | Business markets: | | | | | | | | | Revenues | | $ | 2,861 | | | | 266 | | Expenses | | | 1,736 | | | | 120 | | | | | | | | | | | Income | | $ | 1,125 | | | | 146 | | | | | | | | | | | Margin percentage | | | 39 | % | | | 55 | % | Wholesale markets: | | | | | | | | | Revenues | | $ | 3,295 | | | | 1,589 | | Expenses | | | 1,021 | | | | 500 | | | | | | | | | | | Income | | $ | 2,274 | | | | 1,089 | | | | | | | | | | | Margin percentage | | | 69 | % | | | 69 | % | Savvis operations: | | | | | | | | | Revenues | | $ | 483 | | | | — | | Expenses | | | 380 | | | | — | | | | | | | | | | | Income | | $ | 103 | | | | — | | | | | | | | | | | Margin percentage | | | 21 | % | | | — | |
The method for allocating certain shared costs of consumer sales and care, including bad debt expense and credit card fees, was revised, which resulted in an increase in consumer segment expenses with a corresponding decrease in business segment expenses; and The progress of our integration efforts and centralization of certain administrative functions enabled us to discontinue the inclusion of finance, information technology, legal and human resources expenses in our then hosting segment, which resulted in a decrease in business segment expenses. For the years ended December 31, 2013 and 2012, the reassignments of expenses resulted in an increase in consumer expenses of $100 million and $95 million, respectively, and a decrease in business expenses of $165 million for both years. Product and Service Categories We categorize our products, services and services related to revenues intoamong the following four categories: | | • | | Strategic services, which include primarily broadband, private line (including special access which we market to wholesale and business customers)access), MPLS (which is a data networking technology that can deliver the quality of service required to support real-time voice and video), hosting (including cloud hosting and managed hosting), colocation, Ethernet, video (including resold satellite and our facilities-based video services), voice over Internet Protocol (“VoIP”)VoIP and Verizon Wireless services; |
| | • | | Legacy services, which include primarily local, long-distance, switched access, public access, integrated services digital networkIntegrated Services Digital Network (“ISDN”) (which uses regular telephone lines to support voice, video and data applications), and traditional wide area network (“WAN”) services (which allowsallow a local communications network to link to networks in remote locations); |
| | • | | Data integration, which includes the sale of telecommunications equipment located on customers’ premises and related professional services, such as network management, installation and maintenance of data equipment and building of proprietary fiber-optic broadband networks for our governmentgovernmental and business customers; and |
| | • | | Other revenues, which consistsconsist primarily of USFUniversal Service Fund (“USF”) revenue and surcharges. Unlike the first three revenue categories, other revenues are not included in our segment revenues. |
Our operating revenues for our products and services consisted of the following categories for the years ended December 31, 20122014, 2013 and 2011:2012: | | | | | | | | | | | | Years Ended December 31, | | | | | 2012 | | | 2011 | | | | | (Dollars in millions) | | Strategic services | | $ | 8,361 | | | | 6,262 | | Legacy services | | | 8,287 | | | | 7,672 | | Data integration | | | 672 | | | | 537 | | Other | | | 1,056 | | | | 880 | | | | | | | | | | | Total operating revenues | | $ | 18,376 | | | | 15,351 | | | | | | | | | | |
During 2012, operating revenues attributable to certain products and services were reclassified from legacy services to strategic services. Due to system limitations, we have determined that is impracticable to restate 2010’s operating revenues to conform to our current revenue categorization. For comparability purposes, we have included our operating revenues for the years ended December 31, 2011 and 2010 under our prior revenue categorization:
| | | | Years Ended December 31, | | | Years Ended December 31, | | | | | 2011 | | | 2010 | | | 2014 | | | 2013 | | | 2012 | | | | | (Dollars in millions) | | | (Dollars in millions) | | Strategic services | | $ | 6,254 | | | | 2,049 | | | $ | 9,200 | | | | 8,823 | | | | 8,427 | | Legacy services | | | 7,680 | | | | 4,288 | | | | 7,138 | | | | 7,616 | | | | 8,221 | | Data integration | | | 537 | | | | 158 | | | | 690 | | | | 656 | | | | 672 | | Other | | | 880 | | | | 547 | | | | 1,003 | | | | 1,000 | | | | 1,056 | | | | | | | | | | | | | | | | | | Total operating revenues | | $ | 15,351 | | | | 7,042 | | | $ | 18,031 | | | | 18,095 | | | | 18,376 | | | | | | | | | | | | | | | | | |
Other operating revenues include revenuerevenues from universal service funds, which allowsallow us to recover a portion of our costs under federal and state cost recovery mechanisms, and certain surcharges to our customers, including billings for our required contributions to several USF programs. These surcharge billings to our customers are reflected on a gross basis in our statements of operations (included in both operating revenues and expenses) and aggregated approximately $531 million, $392 million and $115 million for the years ended December 31, 2012, 2011 and 2010, respectively. We also generate other operating revenues from leasing and subleasing of space in our office buildings, warehouses and other properties. We centrally-manageBecause we centrally manage the activities that generate these other operating revenues, and consequentlywe do not allocate these revenues are not included into any of our fourtwo segments presented above. We recognize revenues in our consolidated statements of operations for certain USF surcharges and transaction taxes that we bill to our customers. Our consolidated statements of operations also reflects the related expense for the amounts we remit to the government agencies. The total amount of such surcharges that we included in revenues aggregated approximately $526 million, $489 million and $531 million for the years ended December 31, 2014, 2013 and 2012, respectively. Those USF surcharges, where we record revenue, are included in the “other” operating revenues and transaction tax surcharges are included in “legacy services” revenues. We also act as a collection agent for certain other USF and transaction taxes that we are required by government agencies to include in our bills to customers, for which we do not record any revenue or expense because we only act as a pass-through agent. Allocations of Revenues and Expenses Our segment revenues include all revenues from our strategic, legacy and data integration operations as described in more detail above. Segment revenues are based upon each customer’s classification to an individual segment. We report our segment revenues based upon all services provided to that segment’s customers. We report ourOur segment expenses for our fourtwo segments include specific expenses incurred as follows: | • | | Directa direct result of providing services and products to segment customers, along with selling, general and administrative expenses that are directly associated with specific segment customers or activities; and allocated expenses, which primarily are specific expenses incurred as a direct result of providing services and products to segment customers, along with selling, general and administrative expenses that are directly associated with specific segment customers or activities; and
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| • | | Allocated expenses, which include network expenses, facilities expenses and other expenses such as fleet and real estate expenses.
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During the first quarter of 2012, as we transitioned certain of Qwest’s legacy systems to our historical company systems, we updated our methodologies for reporting our direct expenses and for allocating ourother expenses to our segments. Specifically, we no longer include certainsuch as fleet expenses for our regional markets
segment in direct expenses; they are now expenses allocated to our segments, with the exception of enterprise markets—data hosting. In addition, we now more fully allocate network building rent and power expenses to our regional markets, wholesale markets and enterprise markets—network segments. We determined that it was impracticable to recast our segment results for the prior period to reflect these changes in methodology.
During the second quarter of 2012, as we reorganized our business into our four segments as indicated above, we further revised our methodology for how we allocate our expenses to our segments to better align segment expenses with related revenues. Under our revised methodology, we no longer allocate certain product development costs to our segments, but we do now allocate certain expenses from our enterprise markets—data hosting segment to our other three segments. We have restated prior periods to reflect these changes in our methodology.
real estate expenses. We do not assign depreciation and amortization expense or impairments to our segments, as the related assets and capital expenditures are centrally managed.managed and are not monitored by or reported to the chief operating decision maker (“CODM”) by segment. Similarly, severance expenses, restructuring expenses and subject to an exception for our enterprise markets—data hosting segment, certain centrally managed administrative functions (such as finance, information technology, legal and human resources) are not assigned to our segments. Interest expense is also excluded from segment results because we manage our financing on a total company basis and have not allocated assets or debt to specific segments. In addition, otherOther income (expense) doesis not relate tomonitored as a part of our segment operations and is therefore excluded from our segment results. The following table reconciles segment income to net income for the years ended December 31, 2012, 20112014, 2013 and 2010:2012: | | | | Years Ended December 31, | | | Years Ended December 31, | | | | | 2012 | | 2011 | | 2010 | | | 2014 | | | 2013 | | | 2012 | | | | | (Dollars in millions) | | | (Dollars in millions) | | Total segment income | | $ | 9,226 | | | | 7,958 | | | | 4,092 | | | $ | 8,519 | | | | 8,928 | | | | 9,173 | | Other operating revenues | | | 1,056 | | | | 880 | | | | 547 | | | | 1,003 | | | | 1,000 | | | | 1,056 | | Depreciation and amortization | | | (4,780 | ) | | | (4,026 | ) | | | (1,434 | ) | | | (4,428 | ) | | | (4,541 | ) | | | (4,780 | ) | Impairment of goodwill | | | | — | | | | (1,092 | ) | | | — | | Other unassigned operating expenses | | | (2,789 | ) | | | (2,787 | ) | | | (1,145 | ) | | | (2,684 | ) | | | (2,842 | ) | | | (2,736 | ) | Other income (expense), net | | | (1,463 | ) | | | (1,077 | ) | | | (529 | ) | | Other expenses, net | | | | (1,300 | ) | | | (1,229 | ) | | | (1,463 | ) | Income tax expense | | | (473 | ) | | | (375 | ) | | | (583 | ) | | | (338 | ) | | | (463 | ) | | | (473 | ) | | | | | | | | | | | | | | | | | | | | Net income | | $ | 777 | | | | 573 | | | | 948 | | | Net income (loss) | | | $ | 772 | | | | (239 | ) | | | 777 | | | | | | | | | | | | | | | | | | | | |
We do not have any single customer that provides more than 10% of our total consolidated operating revenues. Substantially all of our consolidated revenues come from customers located in the United States. (14)(13) | Quarterly Financial Data (Unaudited) |
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Quarter | | | Total | | | | | (Dollars in millions, except per share amounts) | | 2012 | | | | | | | | | | | | | | | | | | | | | Operating revenues | | $ | 4,610 | | | | 4,612 | | | | 4,571 | | | | 4,583 | | | | 18,376 | | Operating income | | | 654 | | | | 657 | | | | 736 | | | | 666 | | | | 2,713 | | Net income | | | 200 | | | | 74 | | | | 270 | | | | 233 | | | | 777 | | Basic earnings per common share | | | .32 | | | | .12 | | | | .43 | | | | .37 | | | | 1.25 | | Diluted earnings per common share | | | .32 | | | | .12 | | | | .43 | | | | .37 | | | | 1.25 | | 2011 | | | | | | | | | | | | | | | | | | | | | Operating revenues | | $ | 1,696 | | | | 4,406 | | | | 4,596 | | | | 4,653 | | | | 15,351 | | Operating income | | | 464 | | | | 480 | | | | 548 | | | | 533 | | | | 2,025 | | Net income | | | 211 | | | | 115 | | | | 138 | | | | 109 | | | | 573 | | Basic earnings per common share | | | .69 | | | | .19 | | | | .22 | | | | .18 | | | | 1.07 | | Diluted earnings per common share | | | .69 | | | | .19 | | | | .22 | | | | .18 | | | | 1.07 | |
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Quarter | | | Total | | | | | (Dollars in millions, except per share amounts) | | 2014 | | | | | | | | | | | | | | | | | | | | | Operating revenues | | $ | 4,538 | | | | 4,541 | | | | 4,514 | | | | 4,438 | | | | 18,031 | | Operating income | | | 653 | | | | 655 | | | | 619 | | | | 483 | | | | 2,410 | | Net income | | | 203 | | | | 193 | | | | 188 | | | | 188 | | | | 772 | | Basic earnings per common share | | | 0.35 | | | | 0.34 | | | | 0.33 | | | | 0.33 | | | | 1.36 | | Diluted earnings per common share | | | 0.35 | | | | 0.34 | | | | 0.33 | | | | 0.33 | | | | 1.36 | | 2013 | | | | | | | | | | | | | | | | | | | | | Operating revenues | | $ | 4,513 | | | | 4,525 | | | | 4,515 | | | | 4,542 | | | | 18,095 | | Operating income (loss) | | | 782 | | | | 715 | | | | (685 | ) | | | 641 | | | | 1,453 | | Net income (loss) | | | 298 | | | | 269 | | | | (1,045 | ) | | | 239 | | | | (239 | ) | Basic earnings (loss) per common share | | | 0.48 | | | | 0.45 | | | | (1.76 | ) | | | 0.41 | | | | (0.40 | ) | Diluted earnings (loss) per common share | | | 0.48 | | | | 0.44 | | | | (1.76 | ) | | | 0.41 | | | | (0.40 | ) |
These results include Savvis operations for periods beginning July 15, 2011 and Qwest operations for periods beginning April 1, 2011. See Note 2—Acquisitions for additional information. During the thirdfourth quarter of 2012,2014, we discovered and corrected an errorrecognized a $60 million tax benefit associated with a worthless stock deduction for the tax basis in a wholly-owned foreign subsidiary as a result of developments in bankruptcy proceedings involving its sole asset that resulted in an overstatement of depreciation expense in the amount of $30 million in 2011 and $15 millionoccurred in the first six monthsquarter of 2012.2014. During the fourth quarter of 2014, we also recognized a pension settlement charge of $63 million. The total reduction in depreciation expensenet loss of $45 million was recognized$1.045 billion in the third quarter of 2012.2013 is primarily due to a goodwill impairment charge of $1.1 billion and a charge of $233 million in connection with a then tentative settlement in a litigation matter.
(15)(14) | Commitments and Contingencies |
In this section, when we refer to a class action as “putative” it is because a class has been alleged, but not certified in that matter. Until and unless a class has been certified by the court, it has not been established that the named plaintiffs represent the class of plaintiffs they purport to represent.
We have established accrued liabilities for the matters described below where losses are deemed probable and reasonably estimable.
We are vigorously defending against all of the matters described below. As a matter of course, we are prepared both to litigate the matters to judgment, as well as to evaluate and consider all reasonable settlement opportunities. 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. We have established accrued liabilities for the matters described below where losses are deemed probable and reasonably estimable. LitigationPending Matters Relating to CenturyLink and Embarq
In December 2009, subsidiaries of CenturyLink filed two lawsuits against subsidiaries of Sprint Nextel to recover terminating access charges for VoIP traffic owed under various interconnection agreements and tariffs which presently approximate $34 million. The lawsuits allege that Sprint Nextel has breached contracts, violated tariffs, and violated the Federal Communications Act by failing to pay these charges. One lawsuit, filed on behalf of all legacy Embarq operating entities, was tried in federal court in Virginia in August 2010 and, in March 2011, a ruling was issued in our favor and against Sprint Nextel. In the first quarter of 2012, Sprint Nextel filed an appeal of this decision. The other lawsuit, filed on behalf of all Legacy CenturyLink operating entities, is pending in federal court in Louisiana. In that case, in early 2011 the Court dismissed certain of CenturyLink’s claims, referred other claims to the FCC, and stayed the litigation. In April 2012, Sprint Nextel filed a petition with the FCC, seeking a declaratory ruling that CenturyLink’s access charges do not apply to VoIP originated calls. We have not deferred revenue related to these matters as an adverse outcome is not probable based upon current circumstances.
InWilliam Douglas Fulghum, et al. v. Embarq Corporation, et al., filed on December 28, 2007 in the United States District Court for the District of Kansas, a group of retirees filed a putative class action lawsuit challenging the decision to make certain modifications in retiree benefits programs relating to life insurance, medical insurance and prescription drug benefits, generally effective January 1, 2006 and January 1, 2008 (which, at the time of the modifications, was expected to reduce estimated future expenses for the subject benefits by more than $300 million). Defendants include Embarq, certain of its benefit plans, its Employee Benefits Committee and the individual plan administrator of certain of its benefits plans. Additional defendants include Sprint Nextel and certain of its benefit plans. The Court certified a class on certain of plaintiffs’ claims, but rejected class certification as to other claims. Embarq and other defendants continue to vigorously contest these claims and charges. On October 14, 2011, theFulghum lawyers filed a new, related lawsuit,Abbott et al. v. Sprint Nextel et al. CenturyLink/Embarq is not named a defendant in the lawsuit. InAbbott, approximately 1,500 plaintiffs allege breach of fiduciary duty in connection with the changes in retiree benefits that also are at issue in theFulghum case. TheAbbott plaintiffs are all members of the class that was certified inFulghum on claims for allegedly vested benefits (Counts I and III), and theAbbott claims are similar to theFulghum breach of fiduciary duty claim (Count II), on which theFulghum court denied class certification. The Court has stayed proceedings inAbbott indefinitely.indefinitely, except for limited discovery and motion practice as to approximately 80 of the plaintiffs. On February 14, 2013, theFulghum court dismissed the majority of the plaintiffs’ claims in that case. On July 16, 2013, theFulghum court granted plaintiffs’ request to seek interlocutory review by the United States Court of Appeals for the Tenth Circuit. Embarq and the other defendants willare defending the appeal, continue to vigorously contest any remaining claims inFulghum and seek to have the claims in theAbbott case dismissed on similar grounds. We have not accrued a liability for these matters asbecause we believe it is premature (i) to determine whether an accrual is warranted and (ii) if so, to determine a reasonable estimate of probable liability. Litigation Matters RelatingIn December 2009, subsidiaries of CenturyLink filed two lawsuits against subsidiaries of Sprint Nextel to Qwest
recover terminating access charges for VoIP traffic owed under various interconnection agreements and tariffs which originally approximated $34 million in the aggregate. In connection with the first lawsuit, a federal court in Virginia issued a ruling in our favor, which resulted in Sprint paying us approximately $24 million. The terms and conditions of applicable bylaws, certificates or articles of incorporation, agreements or applicable law may obligate Qwest to indemnify its former directors, officers or employees with respect toother lawsuit is pending in federal court in Louisiana. In that case, in early 2011 the Court dismissed certain of CenturyLink’s claims, referred other claims to the matters described below,Federal Communications Commission (“FCC”), and Qwest has been advancing legal feesstayed the litigation. In April 2012, Sprint Nextel filed a petition with the FCC, seeking a declaratory ruling that CenturyLink’s access charges do not apply to VoIP originated calls, and costsearlier this year, CenturyLink filed a complaint with the Missouri Public Service Commission to certain former directors, officers or employeescollect the portion of the remaining unpaid charges arising in connection with certain matters described below.that state. We have not deferred any revenue recognition related to these matters. On September 29, 2010, the trustees in the Dutch bankruptcy proceeding for KPNQwest, N.V. (of which Qwest was a major shareholder)July 16, 2013, Comcast MO Group, Inc. (“Comcast”) filed a lawsuit in Colorado state court against Qwest Communications International Inc. (“Qwest”). Comcast alleges Qwest breached the District Courtparties’ 1998 tax sharing agreement (“TSA”) when it refused to partially indemnify Comcast for a tax liability settlement Comcast reached with the Commonwealth of Haarlem, the Netherlands, alleging tort and mismanagement claims under Dutch law.Massachusetts in a dispute to which we were not a party. Comcast seeks approximately $80 million in damages, excluding interest. Qwest and Koninklijke KPN N.V. (“KPN”)Comcast are defendantsparties to the TSA in their capacities as successors to the TSA’s original parties, U S WEST, Inc., a telecommunications company, and MediaOne Group, Inc., a cable television company, respectively. In October 2014, the state court granted summary judgment in Qwest’s favor. In November 2014, Comcast filed a Notice of Appeal. We have not accrued a liability for this lawsuit along with a number of former KPNQwest supervisory board members and a former officer of KPNQwest, some of whom were formerly affiliated with Qwest. Plaintiffs allege, among other things,matter because we do not believe that defendants’ actions were a cause of the bankruptcy of KPNQwest, and they seek damages for the bankruptcy deficit of KPNQwest, whichliability is claimed to be approximately €4.200 billion (or approximately $5.6 billion based on the exchange rate on December 31, 2012), plus statutory interest. Two lawsuits asserting similar claims were previously filed against Qwest and others in federal courts in New Jersey in 2004 and Colorado in 2009; those courts dismissed the lawsuits without prejudice on the grounds that the claims should not be litigated in the United States.probable. On September 13, 2006, Cargill Financial Markets, Plc (“Cargill”) and Citibank, N.A. (“Citibank”) filed a lawsuit in the District Court of Amsterdam, the Netherlands, against Qwest, Koninklijke KPN N.V., KPN Telecom B.V., and other former officers, employees or supervisory board members of KPNQwest N.V. (“KPNQwest”), some of whom were formerly affiliated with Qwest. The lawsuit alleges that defendants misrepresented KPNQwest’s financial and business condition in connection with the origination of a credit facility and wrongfully allowed KPNQwest to borrow funds under that facility. Plaintiffs allege damages of approximately € 219€219 million (or approximately $289$266 million based on the exchange rate on December 31, 2012)2014). The value of this claim will be reduced to the degree plaintiffs receive recovery from a distribution of assets from the bankruptcy estate of KPNQwest. The extent of such expected recovery is not yet known. On April 25, 2012, the court issued its judgment denying the claims asserted by Cargill and Citibank in their lawsuit. Cargill and Citibank are appealinghave appealed that decision. We have not accrued a liability for the above matters. Regarding the 2010 proceeding, we believe it is premature to determine whether an accrual is warranted and, if so, a reasonable estimate of our probable liability. Regarding the 2006 suit, we do not believe that liability is probable. We will continueprobable in this matter. The terms and conditions of applicable bylaws, certificates or articles of incorporation, agreements or applicable law may obligate Qwest to defend against both KPNQwest litigation matters vigorously.indemnify its former directors, officers or employees with respect to the Cargill matter described above, and Qwest has been advancing legal fees and costs to certain former directors, officers or employees in connection with that matter. Several putative class actions relating to the installation of fiber optic cable in certain rights-of-way were filed against Qwest on behalf of landowners on various dates and in courts located in 34 states in which Qwest has such cable (Alabama, Arizona, California, Colorado, Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee, Texas, Utah, Virginia, and Wisconsin.) For the most part, the complaints challenge our right to install our fiber optic cable in railroad rights-of-way. The complaints allege that the railroads own the right-of-way as an easement that did not include the right to permit us to install our cable in the right-of-way without the Plaintiffs’plaintiffs’ consent. Most of the currently pending actions purport to be brought on behalf of state-wide classes in the named Plaintiffs’ respective states, although one action pending before the Illinois Court of Appeals purports to be brought on behalf of landowners in Illinois, Iowa, Kentucky, Michigan, Minnesota, Nebraska, Ohio and Wisconsin. In general, the complaints seek damages on theories of trespass and unjust enrichment, as well as punitive damages. After previous attempts to enter into a single nationwide settlement in a single court proved unsuccessful, the parties proceeded to seek court approval of settlements on a state-by-state basis. To date, the parties have received final approval of such settlements in 22 states (Alabama, Colorado, Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Maryland, Michigan, Minnesota, Mississippi, Missouri, Nebraska, New Jersey, New York, North Carolina, Oklahoma, Tennessee, Virginia31 states. The settlement administration process, including claim submission and Wisconsin), have received preliminary approvalevaluation, is continuing in relation to a number of the settlements in eight states (California, Kentucky, Nevada, Ohio, Oregon, Pennsylvania, South Carolina and Utah), andthese settlements. The parties have not yet received either preliminary or final approval in fourtwo states (Arizona, Massachusetts,(Texas and New Mexico and Texas)Mexico). There is one state where an action was at one time, but is not currently, pending (Arizona). We have accrued an amount that we believe is probable for resolving these matters; however, the amount is not material to our consolidated financial statements. CenturyLink and certain of its affiliates are defendants in one consolidated securities and four shareholder derivative actions. The actions are pending in federal court in the Western District of Louisiana. Plaintiffs in these actions have variously alleged, among other things, that CenturyLink and certain of its current and former officers and directors violated federal securities laws and/or breached fiduciary duties owed to the Company and its shareholders. Plaintiffs’ complaints focus on alleged material misstatements or omissions concerning CenturyLink’s financial condition and changes in CenturyLink’s capital allocation strategy in early 2013. These matters are in preliminary phases and the Company intends to defend against the filed actions vigorously. We have not accrued a liability for these matters as it is premature (i) to determine whether an accrual is warranted and (ii) if so, to determine a reasonable estimate of probable liability. The local exchange carrier subsidiaries of CenturyLink are among hundreds of defendants nationwide in dozens of lawsuits filed over the past year by Sprint Communications Company and affiliates of Verizon Communications Inc. The plaintiffs in these suits have challenged the right of local exchange carriers to bill interexchange carriers for switched access charges for certain calls between mobile and wireline devices that are routed through an interexchange carrier. In the lawsuits, the plaintiffs are seeking refunds of access charges previously paid and relief from future access charges. In addition, these and some other interexchange carriers have ceased paying switched access charges on these calls. Recently the lawsuits involving our local exchange carriers and many other carriers have been consolidated for pretrial purposes in the United States District Court for the District of Northern Texas. Some of the defendants, including our affiliated carriers, have petitioned the Federal Communications Commission to address these issues on an industry-wide basis. As both an interexchange carrier and a local exchange carrier, we both pay and assess significant amounts of the access charges in question. The outcome of these disputes and suits, as well as any related regulatory proceedings that could ensue, are currently not predictable. If we are required to stop assessing these charges or to pay refunds of any such charges, our financial results could be negatively affected. Other MattersProceedings and Disputes From time to time, we are involved in other proceedings incidental to our business, including patent infringement allegations, administrative hearings of state public utility commissions relating primarily to rate making,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. The outcome of these other proceedings is not predictable. However, based on current circumstances, we do not believe that the ultimate resolution of these other proceedings, after considering available defenses and any insurance coverage or indemnification rights, will have a material adverse effect on our financial position, results of operations or cash flows. We are currently defending several patent infringement lawsuits asserted against us by non-practicing entities. These cases have progressed to various stages and one or more may go to trial in the coming 24 months if they are not otherwise resolved. Where applicable, we are seeking full or partial indemnification from our vendors and suppliers. As with all litigation, we are vigorously defending these actions and, as a matter of course, are prepared both to litigate the matters to judgment, as well as to evaluate and consider all reasonable settlement opportunities. Capital Leases We lease certain facilities and equipment under various capital lease arrangements. Depreciation of assets under capital leases is included in depreciation and amortization expense.expense in our consolidated statements of operations. Payments on capital leases are included in repayments of long-term debt, including current maturities in theour consolidated statements of cash flows. The tables below summarize our capital lease activity: | | | | Years Ended December 31, | | | Years Ended December 31, | | | | | 2012 | | | 2011 | | | 2014 | | | 2013 | | | 2012 | | | | | (Dollars in millions) | | | (Dollars in millions) | | Assets acquired through capital leases | | $ | 209 | | | | 696 | | | $ | 37 | | | | 12 | | | | 209 | | Depreciation expense | | | 150 | | | | 89 | | | | 126 | | | | 136 | | | | 150 | | Cash payments towards capital leases | | | 113 | | | | 76 | | | | 118 | | | | 119 | | | | 113 | |
| | | | | | | As of December 31, | | | | | December 31,
2012 | | | December 31,
2011 | | | 2014 | | | 2013 | | | | | (Dollars in millions) | | | (Dollars in millions) | | Assets included in property, plant and equipment | | $ | 893 | | | | 698 | | | $ | 850 | | | | 877 | | Accumulated depreciation | | | 229 | | | | 91 | | | | 393 | | | | 338 | |
The future annual minimum payments under capital lease arrangements as of December 31, 20122014 were as follows: | | | | | | | | Future
Minimum
Payments | | | | | (Dollars in
millions) | | Capital lease obligations: | | | | | 2013 | | $ | 155 | | 2014 | | | 143 | | 2015 | | | 107 | | 2016 | | | 72 | | 2017 | | | 68 | | 2018 and thereafter | | | 381 | | | | | | | Total minimum payments | | | 926 | | Less: amount representing interest and executory costs | | | (245 | ) | | | | | | Present value of minimum payments | | | 681 | | Less: current portion | | | (117 | ) | | | | | | Long-term portion | | $ | 564 | | | | | | |
| | | | | | | | Future
Minimum
Payments | | | | | (Dollars in
millions) | | Capital lease obligations: | | | | | 2015 | | $ | 104 | | 2016 | | | 76 | | 2017 | | | 74 | | 2018 | | | 72 | | 2019 | | | 61 | | 2020 and thereafter | | | 284 | | | | | | | Total minimum payments | | | 671 | | Less: amount representing interest and executory costs | | | (182 | ) | | | | | | Present value of minimum payments | | | 489 | | Less: current portion | | | (73 | ) | | | | | | Long-term portion | | $ | 416 | | | | | | |
Operating Leases CenturyLink leases various equipment, office facilities, retail outlets, switching facilities, and other network sites. These leases, with few exceptions, provide for renewal options and escalations that are either fixed or based on the consumer price index. Any rent abatements, along with rent escalations, are included in the computation of rent expense calculated on a straight-line basis over the lease term. The lease term for most leases includes the initial non-cancelable term plus any term under renewal options that are reasonably assured. For the years ended December 31, 2012, 20112014, 2013 and 2010,2012, our gross rental expense was $445$446 million, $401$455 million and $174$445 million, respectively. We also received sublease rental income for the years ended December 31, 2014, 2013 and 2012 of $14 million, $16 million and 2011 of $18 million, and $17 million, respectively. We did not have any material sublease rental income for the year ended December 31, 2010. At December 31, 2012,2014, our future rental commitments for operating leases were as follows: | | | | Future
Minimum
Payments | | | Future
Minimum
Payments | | | | | (Dollars in
millions) | | | (Dollars in
millions) | | 2013 | | $ | 297 | | | 2014 | | | 252 | | | 2015 | | | 219 | | | $ | 311 | | 2016 | | | 183 | | | | 280 | | 2017 | | | 156 | | | | 257 | | 2018 and thereafter | | | 964 | | | 2018 | | | | 233 | | 2019 | | | | 202 | | 2020 and thereafter | | | | 974 | | | | | | | | | Total future minimum payments(1) | | $ | 2,071 | | | $ | 2,257 | | | | | | | | |
| (1) | Minimum payments have not been reduced by minimum sublease rentals of $115$91 million due in the future under non-cancelable subleases. |
Purchase Obligations We have several commitments primarily for marketing activities and support services from a variety of vendors to be used in the ordinary course of business totaling $524$407 million at December 31, 2012.2014. Of this amount, we expect to purchase $213$141 million in 2013, $129 million in 2014 through 2015, $86$154 million in 2016 through 2017, and $96$50 million in 2018 through 2019 and $62 million in 2020 and thereafter. These amounts do not represent our entire anticipated purchases in the future, but represent only those items for which we arewere contractually committed.committed as of December 31, 2014. (16)(15) | Other Financial Information |
Other Current Assets The following table presents details of our other current assets:assets in our consolidated balance sheets: | | | | | | | | | | | | December 31, | | | | | 2012 | | | 2011 | | | | | (Dollars in millions) | | Prepaid expenses | | $ | 257 | | | | 240 | | Materials, supplies and inventory | | | 125 | | | | 107 | | Assets held for sale | | | 96 | | | | — | | Deferred activation and installation charges | | | 53 | | | | 25 | | Other | | | 21 | | | | 21 | | | | | | | | | | | Total other current assets | | $ | 552 | | | | 393 | | | | | | | | | | |
| | | | | | | | | | | | As of December 31, | | | | | 2014 | | | 2013 | | | | | (Dollars in millions) | | Prepaid expenses | | $ | 260 | | | | 266 | | Materials, supplies and inventory | | | 132 | | | | 167 | | Assets held for sale | | | 14 | | | | 26 | | Deferred activation and installation charges | | | 103 | | | | 94 | | Other | | | 71 | | | | 44 | | | | | | | | | | | Total other current assets | | $ | 580 | | | | 597 | | | | | | | | | | |
Assets held for sale includes several assets that we expect to sell within the next twelve months. During the second quarter of 2012,2014, we reclassified $154 million related tosold our remaining 700 MHz A-Block wireless spectrum assets from “Other intangible assets, net” to “current assets—other”licenses, which we purchased in 2008 but never placed into service. As a result of changes in market conditions and prevailing spectrum prices, we recorded an impairment charge of $14 million, which is included in other income, net in our consolidated statements of operations for the for the year ended December 31, 2014. The sale closed on November 3, 2014, and we received $39 million in cash in the consolidated balance sheet. We sold $58 million of our wireless spectrum assets during the fourth quarter of 2012, and we sold another $43 million of our wireless spectrum assets in January 2013. In the aggregate, these transactions resulted in a gain of $32 million. We expect to reach agreements with various other purchasers for the remaining spectrum, and the consummation of which will be subject to regulatory approval.aggregate. Selected Current Liabilities Current liabilities reflected in our consolidated balance sheets include accounts payable and other current liabilities as follows: | | | | December 31 | | | As of December 31 | | | | | 2012 | | | 2011 | | | 2014 | | | 2013 | | | | | (Dollars in millions) | | | (Dollars in millions) | | Accounts payable | | $ | 1,207 | | | | 1,400 | | | $ | 1,226 | | | | 1,111 | | | | | | | | | | | | | | | Other current liabilities: | | | | | | | | | Accrued rent | | $ | 48 | | | | 44 | | | $ | 34 | | | | 52 | | Legal reserves | | | 39 | | | | 44 | | | | 27 | | | | 273 | | Other | | | 147 | | | | 167 | | | | 149 | | | | 189 | | | | | | | | | | | | | | | Total other current liabilities | | $ | 234 | | | | 255 | | | $ | 210 | | | | 514 | | | | | | | | | | | | | | |
Included in accounts payable at December 31, 20122014 and December 31, 20112013 were $132$80 million and $61$88 million, respectively, representing book overdrafts.overdrafts and $185 million and $140 million, respectively, associated with capital expenditures. Included in legal reserves at December 31, 2013, was $235 million related to the then tentative settlement agreement with the trustees in the KPNQwest Dutch bankruptcy proceeding. In February 2014, we paid approximately €171 million (or approximately $235 million) to settle this proceeding. (17)(16) | Labor Union Contracts |
Over 38%Approximately 36% of our employees are members of various bargaining units represented by the Communications Workers of America and(“CWA”) or the International Brotherhood of Electrical Workers. Approximately 12,000,Workers (“IBEW”). As of December 31, 2014, approximately two thousand or 26%4% of our employees are subject to additional collective bargaining agreements that expired in 2014. We believe that relations with our employees continue to be generally good. We are currently negotiating the terms of new agreements covering these employees. Additionally, approximately two thousand, or 4%, of our employees are subject to collective bargaining agreements that expired October 6, 2012. We are currently negotiating the terms of new agreements. In the meantime, the predecessor agreements have been extended, and the applicable unions have agreed to provide us with at least twenty-four hour advance notice before terminating those predecessor agreements. Any strikes or other changesexpire in our labor relations could have a significant impact on our business. If we fail to extend or renegotiate our collective bargaining agreements with our labor unions as they expire from time to time, or if our unionized employees were to engage in a strike or other work stoppage, our business and operating results could be materially harmed. To help mitigate this potential risk, we have established contingency plans in which we would assign trained, non-represented employees to cover jobs for represented employees in the event of a work stoppage to provide continuity for our customers.2015.
| (17) | Repurchase of CenturyLink Common Stock |
In February 2013, our Board of Directors authorized us to repurchase up to $2 billion of our outstanding common stock. On May 29, 2014, we completed the 2013 stock repurchase program, repurchasing over the course of the program a total of 59.5 million shares in the open market at an average purchase price of $33.63 per share. Of those aggregate amounts, we repurchased 13.7 million shares in the open market during the first half of 2014 for an aggregate market price of $433 million, or an average purchase price of $31.54 per share. All shares of common stock repurchased under our 2013 stock repurchase program have been retired. In February 2014, our Board of Directors authorized a 24-month program to repurchase up to an aggregate of $1 billion of our outstanding common stock. This 2014 stock repurchase program took effect on May 29, 2014, immediately upon the completion of our predecessor 2013 stock repurchase program. During the year ended December 31, 2014, we repurchased 5.2 million shares of our outstanding common stock in the open market. These shares were repurchased for an aggregate market price of $200 million, or an average purchase price of $38.40 per share. The repurchased common stock has been retired. These repurchased shares exclude shares that, as of December 31, 2014, we had agreed to purchase under this program for an aggregate of $6 million, or an average purchase price of $40.22 per share, in transactions that settled early in the first quarter of 2015. The $6 million in shares excluded from the repurchase is included in other current liabilities on our consolidated balance sheet as of December 31, 2014. As of December 31, 2014, we had approximately $800 million in stock remaining available for repurchase under the Stock Repurchase Program. As of February 20, 2015, we had repurchased 7.7 million shares for $298 million, or an average purchase price of $38.57 per share. | (18) | Accumulated Other Comprehensive Loss |
The table below summarizes changes in accumulated other comprehensive loss recorded on our consolidated balance sheet by component for the year ended December 31, 2014: | | | | | | | | | | | | | | | | | | | | Pension Plans | | | Post-Retirement
Benefit Plans | | | Foreign Currency
Translation
Adjustment
and Other | | | Total | | | | | (Dollars in millions) | | Balance at December 31, 2013 | | $ | (669 | ) | | | (122 | ) | | | (11 | ) | | $ | (802 | ) | | | | | | | | | | | | | | | | | | Other comprehensive income (loss) before reclassifications | | | (1,107 | ) | | | (162 | ) | | | (15 | ) | | | (1,284 | ) | Amounts reclassified from accumulated other comprehensive income | | | 56 | | | | 12 | | | | 1 | | | | 69 | | | | | | | | | | | | | | | | | | | Net current-period other comprehensive income (loss) | | | (1,051 | ) | | | (150 | ) | | | (14 | ) | | | (1,215 | ) | | | | | | | | | | | | | | | | | | Balance at December 31, 2014 | | $ | (1,720 | ) | | | (272 | ) | | | (25 | ) | | $ | (2,017 | ) | | | | | | | | | | | | | | | | | |
The table below presents further information about our reclassifications out of accumulated other comprehensive loss by component for the year ended December 31, 2014: | | | | | | | Year Ended December 31, 2014 | | Decrease (Increase)
in Net Income | | | Affected Line Item in Consolidated Statement of Operations or Footnote Where Additional Information is Presented If The Amount is not Recognized in Net Income in Total | | | | (Dollars in millions) | | | | Amortization of pension & post-retirement plans | | | | Net actuarial loss | | $ | 85 | | | See Note 7—Employee Benefits | Prior service cost | | | 25 | | | See Note 7—Employee Benefits | | | | | | | | Total before tax | | | 110 | | | | Income tax expense (benefit) | | | (42 | ) | | Income tax expense | Insignificant items | | | 1 | | | | | | | | | | | Net of tax | | $ | 69 | | | | | | | | | | |
The table below summarizes changes in accumulated other comprehensive loss recorded on our consolidated balance sheet by component for the year ended December 31, 2013: | | | | | | | | | | | | | | | | | | | | Pension Plans | | | Post-Retirement
Benefit Plans | | | Foreign Currency
Translation
Adjustment
and Other | | | Total | | | | | (Dollars in millions) | | Balance at December 31, 2012 | | $ | (1,399 | ) | | | (289 | ) | | | (13 | ) | | $ | (1,701 | ) | | | | | | | | | | | | | | | | | | Other comprehensive income (loss) before reclassifications | | | 675 | | | | 164 | | | | 1 | | | | 840 | | Amounts reclassified from accumulated other comprehensive income | | | 55 | | | | 3 | | | | 1 | | | | 59 | | | | | | | | | | | | | | | | | | | Net current-period other comprehensive income (loss) | | | 730 | | | | 167 | | | | 2 | | | | 899 | | | | | | | | | | | | | | | | | | | Balance at December 31, 2013 | | $ | (669 | ) | | | (122 | ) | | | (11 | ) | | $ | (802 | ) | | | | | | | | | | | | | | | | | |
The table below presents further information about our reclassifications out of accumulated other comprehensive loss by component for the year ended December 31, 2013: | | | | | | | Year Ended December 31, 2013 | | Decrease (Increase)
in Net Loss | | | Affected Line Item in Consolidated Statement of Operations or Footnote Where Additional Information is Presented If The Amount is not Recognized in Net Income in Total | | | | (Dollars in millions) | | | | Amortization of pension & post-retirement plans | | | | Net actuarial loss | | $ | (88 | ) | | See Note 7—Employee Benefits | Prior service cost | | | (5 | ) | | See Note 7—Employee Benefits | | | | | | | | Total before tax | | | (93 | ) | | | Income tax expense (benefit) | | | 35 | | | Income tax expense | Insignificant items | | | (1 | ) | | | | | | | | | | Net of tax | | $ | (59 | ) | | | | | | | | | |
Our Board of Directors declared the following dividends payable in 20122014 and 2011:2013: | | | | | | | | | | | | | | | | | Date Declared | | Record Date | | | Dividend
Per Share | | | Total Amount | | | Payment Date | | | | | | | | | | | (in millions) | | | | | November 13, 2012 | | | December 11, 2012 | | | $ | .725 | | | $ | 454 | | | | December 21, 2012 | | August 21, 2012 | | | September 11, 2012 | | | $ | .725 | | | $ | 452 | | | | September 21, 2012 | | May 24, 2012 | | | June 5, 2012 | | | $ | .725 | | | $ | 453 | | | | June 15, 2012 | | February 12, 2012 | | | March 6, 2012 | | | $ | .725 | | | $ | 452 | | | | March 16, 2012 | | November 15, 2011 | | | December 6, 2011 | | | $ | .725 | | | $ | 449 | | | | December 16, 2011 | | August 23, 2011 | | | September 6, 2011 | | | $ | .725 | | | $ | 449 | | | | September 16, 2011 | | May 18, 2011 | | | June 6, 2011 | | | $ | .725 | | | $ | 436 | | | | June 16, 2011 | | January 24, 2011 | | | February 18, 2011 | | | $ | .725 | | | $ | 222 | | | | February 25, 2011 | |
| | | | | | | | | | | | | | | | | Date Declared | | Record Date | | | Dividend
Per Share | | | Total Amount | | | Payment Date | | | | | | | | | | | (in millions) | | | | | November 11, 2014 | | | 11/24/2014 | | | $ | 0.540 | | | $ | 307 | | | | 12/5/2014 | | August 19, 2014 | | | 8/29/2014 | | | $ | 0.540 | | | $ | 308 | | | | 9/12/2014 | | May 28, 2014 | | | 6/9/2014 | | | $ | 0.540 | | | $ | 307 | | | | 6/20/2014 | | February 24, 2014 | | | 3/10/2014 | | | $ | 0.540 | | | $ | 309 | | | | 3/21/2014 | | November 12, 2013 | | | 11/25/2013 | | | $ | 0.540 | | | $ | 321 | | | | 12/6/2013 | | August 27, 2013 | | | 9/6/2013 | | | $ | 0.540 | | | $ | 321 | | | | 9/19/2013 | | May 22, 2013 | | | 6/3/2013 | | | $ | 0.540 | | | $ | 320 | | | | 6/14/2013 | | February 27, 2013 | | | 3/11/2013 | | | $ | 0.540 | | | $ | 339 | | | | 3/22/2013 | |
* * * * * * * * * * *
qIFq IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
Proxy — CENTURYLINK, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby constitutes and appoints Glen F. Post, III or Stacey W. Goff, or either of them, proxies for the undersigned, with full power of substitution, to represent the undersigned and to vote all of the shares of common stock and voting preferred stock (collectively, the “Voting Shares”) of CenturyLink, Inc. (the “Company”) that the undersigned is entitled to vote at the annual meeting of shareholders of the Company to be held on May 22, 2013,20, 2015, and at any and all adjournments thereof (the “Meeting”). In addition to serving as a Proxy, this card will also serve as instructions to Computershare Investor Services L.L.C.asinstructions toComputershare TrustCompany, N. A. (the “Agent”) to vote in the manner designated on the reverse side hereof the shares of the Company’s common stock held as of April 3, 20131, 2015 in the name of the Agent and credited to any plan account of the undersigned in accordance with the Company’s dividend reinvestment plan or employee stock purchase plans.plan. Upon timely receipt of this Proxy, properly executed, all of your Voting Shares, including any held in the name of the Agent, will be voted as specified. The Board of Directors recommends that you vote FOR Items 1 through 3,4 and AGAINST Items 4(a) through 4(d)Item 5 listed on the reverse side hereof.hereof, each of which are more fully described in the Company’s proxy statement for the Meeting. If you properly execute and return this Proxy but fail to provide specific directions with respect to any of the mattersmatters. listed on the reverse side, all of your votes will be voted in accordance with these recommendations with respect to such matters. (Please See Reverse Side)
| | | | | | |  | | | | | | | | | Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on May 20, 2015. | | | | | 
| | Vote by Internet • Go towww.envisionreports.com/CTL • Or scan the QR code with your smartphone • Follow the steps outlined on the secure website | | | | | | | | Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone • Follow the instructions provided by the recorded message |
| | | | | | | | | | | | Using ablack inkpen, mark your votes with anXas shown in this example. Please do not write outside the designated areas. | | x | | | | |
. MMMMMMMMMMMM
MMMMMMMMMMMMMMM C123456789
IMPORTANT ANNUAL MEETING INFORMATION 000004
000000000.000000 ext 000000000.000000 ext
ENDORSEMENT_LINE SACKPACK 000000000.000000 ext 000000000.000000 ext
000000000.000000 ext 000000000.000000 ext
MR A SAMPLE Electronic Voting Instructions
DESIGNATION (IF ANY) Available 24 hours a day, 7 days a week!
ADD 1
ADD 2 Instead of mailing your proxy, you may choose one of the voting ADD 3 methods outlined below to vote your proxy.
ADD 4 VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
MMMMMMMMM ADD 5 Proxies submitted by the Internet or telephone must be received by ADD 6 1:00 a.m., Central Time, on May 22, 2013.
Vote by Internet
• Go to www.envisionreports.com/CTL
• Or scan the QR code with your smartphone
• Follo
w the steps outlined on the secure website
Vote by telephone
• Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone
• Follow the instructions provided by the recorded message Using a black ink pen, mark your votes with an X as shown in X this example. Please do not write outside the designated areas.
Annual Meeting Proxy Card 1234 5678 9012 345
qIFq IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q
A Proposals — The Board of Directors recommends that you vote FOR Items 1 through 3, and AGAINST Items 4(a) through 4(d).
| | | | A | | Proposals — The Board of Directors recommends that you voteFOR Items 1 through 4 andAGAINST Item 5. |
| | | | | | | | | | | | | | | | | | | | | | | | | | 1. Elect twelve directors. | | For | | Withhold | | | | For | | Withhold | | | | For | | Withhold | | | | For | | Withhold | | + | | | | | | | | | | | | | | | 01 - Virginia Boulet | | ¨ | | ¨ | | 02 - Peter C. Brown | | ¨ | | ¨ | | 03 - Richard A. Gephardt | | ¨ | | ¨ | | 04 - W. Bruce Hanks | | ¨ | | ¨ | | | | | | | | | | | | | | | | | 05 - Gregory J. McCray | | ¨ | | ¨ | | 06 - C. G. Melville, Jr. | | ¨ | | ¨ | | 07 - William A. Owens | | ¨ | | ¨ | | 08 - Harvey P. Perry | | ¨ | | ¨ | | | | | | | | | | | | | | | | | 09 - Glen F. Post, III | | ¨ | | ¨ | | 10 - Michael J. Roberts | | ¨ | | ¨ | | 11 - Laurie A. Siegel | | ¨ | | ¨ | | 12 - Joseph R. Zimmel | | ¨ | | ¨ | | |
| | | | | | | | | | | | | | | | | | | For | | Against | | Abstain | | | | | | For | | Against | | Abstain | 2. Ratify the appointment of KPMG LLP as our independent auditor for 2015. | | ¨ | | ¨ | | ¨ | | | | 3. Approve our 2015 Executive Officer Short-Term Incentive Plan. | | ¨ | | ¨ | | ¨ | | | | | | | | | | | | | | | | | | 4. Advisory vote regarding our executive compensation. | | ¨ | | ¨ | | ¨ | | | | 5. Shareholder proposal regarding equity retention. | | ¨ | | ¨ | | ¨ | 6. In their discretion to vote upon such other business as may properly come before the Meeting. | | | | | | | | | | | | | | | | |
| | | | B | | Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below | Please sign exactly as name appears on the certificate or certificates representing shares to be voted by this proxy. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If a Corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized persons. |
| | | | | | | | | | | | Date (mm/dd/yyyy) — Please print date below. | | | | Signature 1 — Please keep signature within the box. | | | | Signature 2 — Please keep signature within the box. | | | | / / | | | | | | | | | | |
1. Elect eight directors. For Withhold For Withhold For Withhold For Withhold +
01—W. Bruce Hanks 02—C. G. Melville, Jr. 03—Fred R. Nichols 04—William A. Owens
05—Harvey P. Perry 06—Glen F. Post, III 07—Laurie A. Siegel 08—Joseph R. Zimmel
For Against Abstain For Against Abstain
2. Ratify the appointment of KPMG LLP as our independent 3. Advisory vote regarding our executive compensation. auditor for 2013.
4(a). Shareholder proposal regarding equity compensation. 4(b). Shareholder proposal regarding bonus deferrals.
4(c). Shareholder proposal regarding proxy access. 4(d). Shareholder proposal regarding confidential voting.
5. In their discretion to vote upon such other business as may properly come before the Meeting.
B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
Please sign exactly as name appears on the certificate or certificates representing shares to be voted by this proxy. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized persons.
Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.
C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
MMMMMMM1UP X 1595431 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND +
01LIKE
qIFq IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
Voting Instruction Card — CENTURYLINK, INC. CENTURYLINK DOLLARS & SENSE 401(k)401 (k) PLAN CENTURYLINK UNION 401(k) PLAN The undersigned, acting as a participant and a “named fiduciary” in either of the above-referenced retirement plans (collectively, the “Plans”), hereby directs The Northern Trust Company (the “Trustee”), as directed trustee of the Plans’ trust (the “Trust”), to vote at the annual meeting of shareholders of CenturyLink, Inc. (the “Company”) to be held on May 22, 2013,20, 2015, and any and all adjournments thereof (the “Meeting”), in the manner designated herein, the number of shares of the Company’s common stock credited to the account of the undersigned maintained under either of the Plans on the matters set forth on the reverse side hereof and more fully described in the Company’s proxy statement for the Meeting. If no instructions are furnished by the undersigned, the Trustee will vote unvoted shares and unallocated shares, if any, held in the Trust (collectively, “Undirected Shares”) in the same proportion as voted shares regarding each of the matters set forth on the reverse side hereof, except as otherwiseother wise provided in accordance with applicable law. Under the Trust, plan participants are deemed to act as “named fiduciaries” to the extent of their authority to direct the voting of shares held in their accounts and their proportionate share of Undirected Shares. The undersigned hereby directs the Trustee to authorize the Company’s proxies to vote in their discretion upon such other business as may properly come before the Meeting. Upon the Trustee’s timely receipt of these instructions, properly executed, the undersigned’s shares will be voted in the manner directed. If the undersigned properly executes and returns these instructions but fails to provide specific directions with respect to any of the matters listed on the reverse side hereof, the undersigned’s shares will be voted in accordance with the Board’s recommendations with respect to such matters.TO BE COUNTED, THE TRUSTEE MUST RECEIVE THIS CARD, PROPERLY COMPLETED, BY 1:00 A.M. CENTRAL TIME ON MAY 18, 2015.
(Please See Reverse Side)
| | | | | | | 
| | | | | | | | | Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Voting instructions submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on May 18, 2015. | | | | |
| | Vote by Internet • Go towww.envisionreports.com/CTL • Or scan the QR code with your smartphone • Follow the steps outlined on the secured website | | | | | Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone • Follow the instructions provided by the recorded message |
| | | | | | | | | | | | Using ablack inkpen, mark your votes with anXas shown in this example. Please do not write outside the designated areas. | | x | | | | |
. MMMMMMMMMMMM
MMMMMMMMMMMMMMM C123456789
IMPORTANT ANNUAL MEETING INFORMATION 000004
000000000.000000 ext 000000000.000000 ext
ENDORSEMENT_LINE SACKPACK 000000000.000000 ext 000000000.000000 ext
000000000.000000 ext 000000000.000000 ext
MR A SAMPLE Electronic Voting Instructions
DESIGNATION (IF ANY) Available 24 hours a day, 7 days a week!
ADD 1
ADD 2 Instead of mailing your proxy, you may choose one of the voting ADD 3 methods outlined below to vote your proxy.
ADD 4 VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
MMMMMMMMM ADD 5 Proxies submitted by the Internet or telephone must be received by ADD 6 1:00 a.m., Central Time, on May 20, 2013.
Vote by Internet
• Go to www.envisionreports.com/CTL
• Or scan the QR code with your smartphone
• Follo
w the steps outlined on the secure website
Vote by telephone
• Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone
• Follow the instructions provided by the recorded message Using a black ink pen, mark your votes with an X as shown in X this example. Please do not write outside the designated areas.
Annual Meeting Voting Instruction Card 1234 5678 9012 345
qIFq IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q
A Proposals — The Board of Directors of CenturyLink recommends that you vote FOR Items 1 through 3, and AGAINST Items 4(a) through 4(d).
1. Elect eight directors. For Withhold For Withhold For Withhold For Withhold +_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
01—W. Bruce Hanks 02—C. G. Melville, Jr. 03—Fred R. Nichols 04—William A. Owens
| | | | | | | | | | | | | | | | | | | | | | | | | | | | A | | Proposals — The Board of Directors recommends that you voteFOR Items 1 through 4 andAGAINST Item 5. | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1. Elect twelve directors. | | For | | Withhold | | | | For | | Withhold | | | | For | | Withhold | | | | For | | Withhold | | + | | | | | | | | | | | | | | | 01 - Virginia Boult | | ¨ | | ¨ | | 02 - Peter C. Brown | | ¨ | | ¨ | | 03 - Richard A. Gephardt | | ¨ | | ¨ | | 04 - W. Bruce Hanks | | ¨ | | ¨ | | | | | | | | | | | | | | | | | 05 - Gregory J. McCray | | ¨ | | ¨ | | 06 - C. G. Melville, Jr. | | ¨ | | ¨ | | 07 - William A. Owens | | ¨ | | ¨ | | 08 - Harvey P. Perry | | ¨ | | ¨ | | | | | | | | | | | | | | | | | 09 - Glen F. Post, III | | ¨ | | ¨ | | 10 - Michael J. Roberts | | ¨ | | ¨ | | 11 - Laurie A. Siegel | | ¨ | | ¨ | | 12 - Joseph R. Zimmel | | ¨ | | ¨ | | |
05—Harvey P. Perry 06—Glen F. Post, III 07—Laurie A. Siegel 08—Joseph R. Zimmel
| | | | | | | | | | | | | | | | | | | For | | Against | | Abstain | | | | | | For | | Against | | Abstain | 2. Ratify the appointment of KPMG LLP as our independent auditor for 2015. | | ¨ | | ¨ | | ¨ | | | | 3. Approve our 2015 Executive Officer Short-Term Incentive Plan. | | ¨ | | ¨ | | ¨ | | | | | | | | | | 4. Advisory vote regarding our executive compensation. | | ¨ | | ¨ | | ¨ | | | | 5. Shareholder proposal regarding equity retention. | | ¨ | | ¨ | | ¨ | | | | | | | | | | 6. In their discretion to vote upon such other business as may properly come before the Meeting. | | | | | | | | | | | | | | | | |
For Against Abstain For Against Abstain
| | | | B | | Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below | Please mark, sign, date and return these instructions promptly. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. |
| | | | | | | | | | | | Date (mm/dd/yyyy) — Please print date below. | | | | Signature 1 — Please keep signature within the box. | | | | Signature 2 — Please keep signature within the box. | | | | / / | | | | | | | | | | |
2. Ratify the appointment of KPMG LLP as our independent 3. Advisory vote regarding our executive compensation. auditor for 2013.
4(a). Shareholder proposal regarding equity compensation. 4(b). Shareholder proposal regarding bonus deferrals.
4(c). Shareholder proposal regarding proxy access. 4(d). Shareholder proposal regarding confidential voting.
5. In their discretion to vote upon such other business as may properly come before the Meeting.
B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
Please sign exactly as name appears on the certificate or certificates representing shares to be voted by this proxy. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such.
Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.
C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
MMMMMMM1UP X 1595433 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND +
01LJ2E
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