Notes to Consolidated Financial Statements
References in the Notes to "Lumen Technologies" or "Lumen," "we," "us," the "Company," and "our" refer to Lumen Technologies, Inc. and its consolidated subsidiaries, unless the context otherwise requires. References in the Notes to "Level 3" refer to Level 3 Parent, LLC and its predecessor, Level 3 Communications, Inc., which we acquired on November 1, 2017.
(1) BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
We are an international facilities-based technology and communications company engaged primarily in providing a broad array of integrated products and services to our business and mass markets customers. Our specific products and services are detailed in Note 4—Revenue Recognition.
Basis of Presentation
The accompanying consolidated financial statements include our accounts and the accounts of our subsidiaries in which we have a controlling interest. Intercompany amounts and transactions with our consolidated subsidiaries have been eliminated. In connection with our acquisition of Level 3 in 2017, we acquired its deconsolidated Venezuela subsidiary and due to exchange restrictions and other conditions have assigned no value to this subsidiary's assets. Additionally, we have excluded this subsidiary from our consolidated financial statements.
To simplify the overall presentation of our consolidated financial statements, we report immaterial amounts attributable to noncontrolling interests in certain of our subsidiaries as follows: (i) income attributable to noncontrolling interests in other expense, net, (ii) equity attributable to noncontrolling interests in additional paid-in capital and (iii) cash flows attributable to noncontrolling interests in other, net financing activities.
We reclassified certain prior period amounts to conform to the current period presentation, including the categorization of our revenue and expenses in our segment reporting for 2021, 2020 and 2019. See Note 17—Segment Information for additional information. These changes had no impact on total operating revenue, total operating expenses or net income (loss) for any period.
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); and other expenses directly related to our operations; and
•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; property and other 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.
Summary of Significant Accounting Policies
USE OF 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 make when accounting for specific items and matters are reasonable, based on information available at the time they are made. These estimates, judgments and assumptions can materially 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, expenses and components of cash flows during the periods presented in our other consolidated financial statements. We also make estimates in our assessments of potential losses in relation to threatened or pending tax and legal matters. See Note 16—Income Taxes and Note 18—Commitments, Contingencies and Other Items for additional information.
For matters not related to income taxes, if a loss contingency 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 materially from our estimates.
ASSETS HELD FOR SALE
We classify assets and related liabilities as held for sale when: (i) management has committed to a plan to sell the assets, (ii) the net assets are available for immediate sale, (iii) there is an active program to locate a buyer and (iv) the sale and transfer of the net assets is probable within one year. Assets and liabilities held for sale are presented separately on our consolidated balance sheets with a valuation allowance, if necessary, to recognize the net carrying amount at the lower of cost or fair value, less costs to sell. Depreciation of property, plant and equipment and amortization of finite-lived intangible assets and right-of-use assets are not recorded while these assets are classified as held for sale. For each period that assets are classified as being held for sale, they are tested for recoverability. Unless otherwise specified, the amounts and information presented in the notes do not include assets and liabilities that have been reclassified as held for sale as of December 31, 2021. See Note 2—Planned Divestiture of the Latin American and ILEC Businesses for additional information.
REVENUE RECOGNITION
We earn most of our consolidated revenue from contracts with customers, primarily through the provision of communications and other services. Revenue from contracts with customers is accounted for under Accounting Standards Codification ("ASC") 606. We also earn revenue from leasing arrangements (primarily fiber capacity and colocation agreements) and governmental subsidy payments, which are not accounted for under ASC 606.
Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to receive in exchange for those goods or services. Revenue is recognized based on the following five-step model:
•Identification of the contract with a customer;
•Identification of the performance obligations in the contract;
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-37 |
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•Determination of the transaction price;
•Allocation of the transaction price to the performance obligations in the contract; and
•Recognition of revenue when, or as, we satisfy a performance obligation.
We provide an array of communications services to business and residential customers, including local voice, VPN, Ethernet, data, broadband, private line (including special access), network access, transport, voice, information technology, video and other ancillary services. We provide these services to a wide range of businesses, including global, enterprise, wholesale, government, and small and medium business customers. Certain contracts also include the sale of equipment, which is not significant to our business.
We recognize revenue for services when we provide the applicable service or when control of a product is transferred. Recognition of certain payments received in advance of services being provided is deferred. These advance payments may include certain activation and certain installation charges. If the activation and installation charges are not separate performance obligations, we recognize them as revenue over the actual or expected contract term using historical experience, which ranges from one to five years depending on the service. In most cases, 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.
For access services, we generally bill fixed monthly charges one month in advance to customers and recognize revenue as service is provided over the contract term in alignment with the customer's receipt of service. For usage and other ancillary services, we generally bill in arrears and recognize revenue as usage or delivery occurs. In most cases, the amount invoiced for our service offerings constitutes the price that would be billed on a standalone basis.
In certain cases, customers may be permitted to modify their contracts. We evaluate the change in scope or price to identify whether the modification should be treated as a separate contract, whether the modification is a termination of the existing contract and creation of a new contract, or if it is a change to the existing contract.
Customer contracts are evaluated to determine whether the performance obligations are separable. If the performance obligations are deemed separable and separate earnings processes exist, the total transaction price that we expect to receive with the customer is allocated to each performance obligation based on its relative standalone selling price. The revenue associated with each performance obligation is then recognized as earned.
We periodically sell optical capacity on our network. These transactions are generally 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 10 to 20 years. In most cases, we account for the cash consideration received on transfers of optical capacity as ASC 606 revenue which is adjusted for the time value of money and is recognized ratably over the term of the agreement. Cash consideration received on transfers of dark fiber is accounted for as non-ASC 606 lease revenue, which we also recognize ratably over the term of the agreement. We do not recognize revenue on any contemporaneous exchanges of our optical capacity assets for other non-owned optical capacity assets.
In connection with offering products and services provided to the end user by third-party vendors, we review the relationship between us, the vendor and the end user 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 and control the goods and services used to fulfill the performance obligations associated with the transaction.
We have service level commitments pursuant to contracts with certain of our customers. To the extent that we determine that such service levels were not achieved or may not have been achieved, we estimate the amount of credits to be issued and record a corresponding reduction to revenue in the period that the service level commitment was not met.
Customer payments are made based on billing schedules included in our customer contracts, which is typically on a monthly basis.
We defer (or capitalize) incremental contract acquisition and fulfillment costs and recognize (or amortize) such costs over the average contract life. Our deferred contract costs for our customers have average amortization periods of approximately 30 months for mass markets customers and 29 months for business customers. These deferred costs are periodically monitored to reflect any significant change in assumptions.
See Note 4—Revenue Recognition for additional information.
ADVERTISING COSTS
Costs related to advertising are expensed as incurred and included in selling, general and administrative expenses in our consolidated statements of operations. Our advertising expense was $56 million, $56 million and $62 million for the years ended December 31, 2021, 2020 and 2019, respectively.
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. Subject to certain exceptions, we expense these costs as the related services are received.
INCOME TAXES
We file a consolidated federal income tax return with our eligible subsidiaries. The provision for income taxes reflects taxes currently payable, tax consequences deferred to future periods and adjustments to our liabilities for uncertain tax positions. We record deferred income tax assets and liabilities reflecting future tax consequences attributable to tax net operating loss carryforwards ("NOLs"), tax credit carryforwards and differences between the financial statement carrying value of assets and liabilities and the tax basis 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. Each quarter we evaluate the need to retain or adjust each valuation allowance on our deferred tax assets. See Note 16—Income Taxes for additional information.
CASH AND CASH 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 we have issued checks but they have not yet 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 sheets. This activity is included in the operating activities section in our consolidated statements of cash flows. There were no book overdrafts included in accounts payable at December 31, 2021 or 2020.
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-39 |
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RESTRICTED CASH
Restricted cash consists primarily of cash and investments that collateralize our outstanding letters of credit and certain performance and operating obligations. Restricted cash and securities are recorded as current or non-current assets in the consolidated balance sheets depending on the duration of the restriction and the purpose for which the restriction exists. Restricted securities are stated at cost which approximated their fair value as of December 31, 2021 and 2020.
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES
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 credit losses. We use a loss rate method to estimate our allowance for credit losses. For more information on our methodology for estimating our allowance for credit losses, see Note 6—Credit Losses on Financial Instruments.
We generally consider our accounts past due if they are outstanding over 30 days. Our past due accounts are written off against our allowance for credit losses 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 credit losses approximates fair value. Accounts receivable balances acquired in a business combination are recorded at fair value for all balances receivable at the acquisition date and at the invoiced amount for those amounts invoiced after the acquisition date.
PROPERTY, PLANT AND EQUIPMENT
We record property, plant and equipment acquired in connection with our acquisitions based on its estimated fair value as of its acquisition date plus the estimated value of any associated legally or contractually required retirement obligations. We record purchased and constructed property, plant and equipment at cost, plus the estimated value of any associated legally or contractually required retirement obligations. We depreciate the majority of our property, plant and equipment using the straight-line group method over the estimated useful lives of groups of assets, but depreciate certain of our assets using the straight-line method over the estimated useful lives of the specific asset. 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 pooled 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 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 which are carried at actual cost.
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 evaluate the possible loss in service value of assets that may precede the physical retirement. Assets shared among many customers may lose service value as those customers reduce their use of the asset. However, the asset is not retired until all customers no longer utilize the asset and we determine there is no alternative use for 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 for impairment whenever facts and circumstances indicate that the carrying amounts of the assets may not be recoverable. For assessment purposes, long-lived assets are grouped with other assets and liabilities at the lowest identifiable level for which we generate cash flows independently of other groups of 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 estimated fair value. Recoverability of the asset group to be held and used is assessed 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, we recognize an impairment charge for the amount by which the carrying amount of the asset group exceeds its estimated fair value.
GOODWILL, CUSTOMER RELATIONSHIPS AND OTHER INTANGIBLE 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 7 to 14 years, using the straight-line method, depending on the type of customer. Certain customer relationship intangible assets became fully amortized at the end of the first quarter 2021 using the sum-of-years-digits method, which is no longer used. We amortize capitalized software using the straight-line method primarily over estimated lives ranging up to 7 years. We amortize our other intangible assets using the straight-line method over an estimated life of 4 to 20 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 method over its estimated useful life. We have capitalized certain costs associated with software such as costs of employees devoted to software development 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 assessed for impairment annually, or, under certain circumstances, more frequently, such as when events or changes in circumstances indicate there may be an impairment. These assets are carried at the estimated fair value 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, we recognize an impairment charge for the amount by which the carrying amount of these assets exceeds their estimated fair value.
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-41 |
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We are required to assess goodwill for impairment at least annually, or more frequently, if an event occurs or circumstances change that indicates it is more likely than not that the fair values of any of our reporting units were less than their carrying values. We are required to write-down the value of goodwill in periods in which the recorded carrying value of equity exceeds the fair value of equity. Our reporting units are not discrete legal entities with discrete full financial statements. Therefore, the equity carrying value and future cash flows are assessed each time a goodwill impairment assessment is performed on a reporting unit. To do so, we assign our assets, liabilities and cash flows to reporting units using reasonable and consistent allocation methodologies, which entail various estimates, judgments and assumptions.
We are required to reassign goodwill to reporting units whenever reorganizations of our internal reporting structure changes the composition of our reporting units. Goodwill is reassigned to the reporting units using a relative fair value approach. When the fair value of a reporting unit is available, we allocate goodwill based on the relative fair value of the reporting units. When fair value is not available, we utilize an alternative allocation methodology that represents a reasonable approximation of the fair value of the operations being reorganized.
For more information, see Note 3—Goodwill, Customer Relationships and Other Intangible Assets.
DERIVATIVES AND HEDGING
From time to time we have used derivative instruments to hedge exposure to interest rate risks arising from fluctuation in interest rates. We account for derivative instruments in accordance with ASC 815, Derivatives and Hedging, which establishes accounting and reporting standards for derivative instruments. We do not use derivative financial instruments for speculative purposes.
Derivatives are recognized in the consolidated balance sheets at their fair values. When we become a party to a derivative instrument and intend to apply hedge accounting, we formally document the hedge relationship and the risk management objective for undertaking the hedge which includes designating the instrument for financial reporting purposes as a fair value hedge, a cash flow hedge, or a net investment hedge.
We evaluate the effectiveness of our variable-to-fixed interest rate swap agreements described in Note 15—Derivative Financial Instruments (designated as cash-flow hedges) qualitatively on a quarterly basis. The change in the fair value of the interest rate swaps is reflected in Accumulated Other Comprehensive Loss (“AOCI”) and is subsequently reclassified into earnings in the period the hedged transaction affects earnings, by virtue of qualifying as effective cash flow hedges. For more information see Note 15—Derivative Financial Instruments.
PENSION AND POST-RETIREMENT BENEFITS
We recognize the funded status of our defined benefit and post-retirement plans as an asset or a liability on our consolidated balance sheets. Each year's actuarial gains or losses are a component of our other comprehensive loss, which is then included in our accumulated other comprehensive 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 11—Employee Benefits for additional information.
FOREIGN CURRENCY
Local currencies of our foreign subsidiaries are the functional currencies for financial reporting purposes except for certain foreign subsidiaries, primarily in Latin America. For operations outside the United States that have functional currencies other than the U.S. dollar, assets and liabilities are translated to U.S. dollars at period-end exchange rates, and revenue, expenses and cash flows are translated using average monthly exchange rates. A significant portion of our non-United States subsidiaries use either the British pound, the Euro or the Brazilian Real as their functional currency, each of which experienced significant fluctuations against the U.S. dollar during the years ended December 31, 2021, 2020 and 2019. We recognize foreign currency translation gains and losses as a component of accumulated other comprehensive loss in stockholders' equity and in our consolidated statements of comprehensive income (loss) in accordance with accounting guidance for foreign currency translation. Prior to the announcement of our divestitures as discussed in Note 2—Planned Divestiture of the Latin American and ILEC Businesses, we considered the majority of our investments in our foreign subsidiaries to be long-term in nature. Our foreign currency transaction gains (losses), including where transactions with our non-United States subsidiaries are not considered to be long-term in nature, are included within other expense, net on our consolidated statements of operations. See the description of our Assets Held for Sale policy above for more information on assets in foreign subsidiaries to be divested.
COMMON STOCK
As of December 31, 2021, we had 36 million shares authorized for future issuance under our equity incentive plans.
PREFERRED STOCK
Holders of outstanding Lumen Technologies preferred stock are entitled to receive cumulative dividends, receive preferential distributions equal to $25 per share plus unpaid dividends upon Lumen's liquidation and vote as a single class with the holders of common stock.
SECTION 382 RIGHTS PLAN
We maintain a Section 382 Rights Plan to protect our U.S. federal net operating loss carryforwards from certain Internal Revenue Code Section 382 limitations. Under the plan, one preferred stock purchase right was distributed for each share of our outstanding common stock as of the close of business on February 25, 2019, and those rights currently trade in tandem with the common stock until they expire or detach under the plan. This plan was designed to deter trading that would result in a change of control (as defined in Code Section 382), and therefore protect our ability to use our historical federal net operating losses in the future.
DIVIDENDS
The declaration and payment of dividends is at the discretion of our Board of Directors.
Recently Adopted Accounting Pronouncements
During 2021, we adopted Accounting Standards Update ("ASU") 2020-09, "Debt (Topic 470) Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762" ("ASU 2020-09"), ASU 2020-01, "Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) - Clarifying the Interactions between Topic 321, Topic 323, and Topic 815)" ("ASU 2020-01"), and ASU 2019-12, "Simplifying the Accounting for Income Taxes (Topic 740)" ("ASU 2019-12"). During 2020, we adopted ASU 2016-13, "Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13"). During 2019, we adopted ASU 2016-02, "Leases (ASC 842)" ("ASU 2016-02").
Each of these is described further below.
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-43 |
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DEBT
On January 1, 2021, we adopted ASU 2020-09. This ASU amends and supersedes various SEC guidance to reflect SEC Release No. 33-10762, which includes amendments to the financial disclosure requirements applicable to registered debt offerings that include credit enhancements, such as subsidiary guarantees. The adoption of ASU 2020-09 did not have a material impact to our consolidated financial statements.
INVESTMENTS
On January 1, 2021, we adopted ASU 2020-01. This ASU, among other things, clarifies that a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under Topic 323, Investments - Equity Method and Joint Ventures, for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. As of December 31, 2021, we determined there was no application or discontinuation of the equity method during the reporting periods covered in our Annual Report on Form 10-K for the year ended December 31, 2021. The adoption of ASU 2020-01 did not have a material impact to our consolidated financial statements.
INCOME TAXES
On January 1, 2021, we adopted ASU 2019-12. This ASU removes certain exceptions for investments, intra-period allocations and interim calculations, and adds guidance to reduce complexity in accounting for income taxes. The adoption of ASU 2019-12 did not have a material impact to our consolidated financial statements.
MEASUREMENT OF CREDIT LOSSES ON FINANCIAL INSTRUMENTS
We adopted ASU 2016-13 on January 1, 2020, and recognized a cumulative adjustment to our accumulated deficit as of the date of adoption of $9 million, net of tax effect of $2 million. Please refer to Note 6—Credit Losses on Financial Instruments for more information.
LEASES
We adopted ASU 2016-02 on January 1, 2019, using the non-comparative transition option pursuant to ASU 2018-11 and recognized ASC 842's cumulative effect transition adjustment (discussed below) as of January 1, 2019. In addition, we elected to apply the practical expedients permitted under the transition guidance within the new standard, which among other things (i) allowed us to carry forward the historical lease classification; (ii) did not require us to reassess whether any expired or existing contracts are or contain leases under the new definition of a lease; and (iii) did not require us to reassess whether previously capitalized initial direct costs for any existing leases would qualify for capitalization under ASC 842. We also elected to apply the practical expedient related to land easements, allowing us to carry forward our accounting treatment for land easements on existing agreements. We did not elect to apply the hindsight practical expedient regarding the likelihood of exercising a lessee purchase option or assessing any impairment of right-of-use assets for existing leases.
On March 5, 2019, the Financial Accounting Standards Board ("FASB") issued ASU 2019-01, "Leases (ASC 842): Codification Improvements", ("ASU 2019-01") effective for public companies for fiscal years beginning after December 15, 2019. The new ASU aligns the guidance in ASC 842 for determining fair value of the underlying asset by lessors that are not manufacturers or dealers, with that of existing guidance. As a result, the fair value of the underlying asset at lease commencement is its cost, reflecting any volume or trade discounts that may apply. However, if there has been a significant lapse of time between when the underlying asset is acquired and when the lease commences, the definition of fair value (in ASC 820, "Fair Value Measurement") should be applied. We adopted ASU 2019-01 as of January 1, 2019.
We recorded a $96 million cumulative adjustment (net of tax of $37 million) to accumulated deficit as of January 1, 2019, for the impact of the new accounting standards.
Recently Issued Accounting Pronouncement
In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance” (“ASU 2021-10”). These amendments are expected to increase transparency in financial reporting by requiring business entities to disclose information about certain types of government assistance they receive. ASU 2021-10 will become effective for us in the first quarter of fiscal 2022 and early adoption is permitted. As of December 31, 2021, we do not expect the cumulative effect of initially applying ASU 2021-10 in the first quarter of fiscal 2022 will have a material impact to our consolidated financial statements.
In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”), which requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. ASU 2021-08 will become effective for us in the first quarter of fiscal 2023 and early adoption is permitted. As of December 31, 2021, we do not expect the cumulative effect of initially applying ASU 2021-08 on January 1, 2023 will have a material impact to our consolidated financial statements.
In July 2021, the FASB issued ASU 2021-05, “Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments” (“ASU 2021-05”), which amends the lease classification requirements for lessors to align them with practice under ASC Topic 840. Under this ASU, lessors should classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease if certain criteria are met; and when a lease is classified as operating, the lessor does not recognize a net investment in the lease, does not derecognize the underlying asset, and, therefore, does not recognize a selling profit or loss. ASU 2021-05 will become effective for us in the first quarter of fiscal 2022 and early adoption is permitted. As of December 31, 2021, we do not expect the cumulative effect of initially applying ASU 2021-05 on January 1, 2022 will have a material impact to our consolidated financial statements.
In January 2021, the FASB issued ASU 2021-01, "Reference Rate Reform (Topic 848): Scope" ("ASU 2021-01"), which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. ASU 2021-01 also amends the expedients and exceptions in Topic 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. ASU 2021-01 provides option guidance for a limited time to ease the potential burden in accounting for reference rate reform. Based on our review of our key material contracts through December 31, 2021, we do not expect ASU 2021-01 will have a material impact to our consolidated financial statements.
In August 2020, the FASB issued ASU 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies accounting for convertible instruments by removing major separation models required under the current ASC. Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. ASU 2020-06 will become effective for us in the first quarter of fiscal 2022 and early adoption is permitted. As of December 31, 2021, we do not expect the cumulative effect of initially applying ASU 2020-06 on January 1, 2022 will have a material impact to our consolidated financial statements.
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-45 |
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In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting" ("ASU 2020-04" or "Reference Rate Reform"), designed to ease the burden of accounting for contract modifications related to the global market-wide reference rate transition period. Subject to certain criteria, ASU 2020-04 provides qualifying entities the option to apply expedients and exceptions to contract modifications and hedging accounting relationships made until December 31, 2022. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. ASU 2020-04 provides optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. Based on our review of our key material contracts through December 31, 2021, we do not expect ASU 2020-04 will have a material impact to our consolidated financial statements.
(2) PLANNED DIVESTITURE OF THE LATIN AMERICAN AND ILEC BUSINESSES
On July 25, 2021, affiliates of Level 3 Parent, LLC, an indirect wholly-owned subsidiary of Lumen Technologies, Inc., entered into a definitive agreement to divest Lumen’s Latin American business to an affiliate of a fund advised by Stonepeak Partners LP in exchange for $2.7 billion cash, subject to certain working capital, other purchase price adjustments and related transaction expenses (estimated to be approximately $50 million). Level 3 Parent, LLC anticipates closing the transaction mid-year 2022, upon receipt of all requisite regulatory approvals in the U.S. and certain countries where the Latin American business operates, as well as the satisfaction of other customary conditions.
On August 3, 2021, we and certain of our affiliates entered into a definitive agreement to divest our incumbent local exchange ("ILEC") business conducted within 20 Midwestern and Southern states to an affiliate of funds advised by Apollo Global Management, Inc. In exchange, we would receive $7.5 billion, subject to offsets for (i) assumed indebtedness (expected to be approximately $1.4 billion) and (ii) certain purchaser’s transaction expenses along with working capital, tax, other customary purchase price adjustments and related transaction expenses (estimated to be approximately $1.7 billion). We anticipate closing the transaction mid-year 2022 upon receipt of all regulatory approvals and the satisfaction of other customary closing conditions.
The actual amount of our net after-tax proceeds from these divestitures could vary substantially from the amounts we currently estimate, particularly if we experience delays in completing the transactions or if any of our other assumptions prove to be incorrect.
We do not believe these divestiture transactions represent a strategic shift for Lumen. Therefore, neither divested business meets the criteria to be classified as a discontinued operation. As a result, we will continue to report our operating results for the Latin American and ILEC businesses (the "disposal groups") in our consolidated operating results until the transactions are closed. The pre-tax net income of the disposal groups is estimated to be and reported as follows in the tables below:
| | | | | | | | | | | |
| | Years Ended December 31, |
| | 2021 | 2020 | 2019 |
| (Dollars in millions) |
| Latin American business pre-tax net income | $ | 214 | | 160 | | 30 | |
| ILEC business pre-tax net income | 851 | | 649 | | 655 | |
| Total disposal groups pre-tax net income | $ | 1,065 | | 809 | | 685 | |
As of December 31, 2021 in the accompanying consolidated balance sheet, the assets and liabilities of our Latin American and ILEC businesses are classified as held for sale and are measured at the lower of (i) the carrying value when we classified the disposal groups as held for sale and (ii) the fair value of the disposal groups, less costs to sell. Effective with the designation of both disposal groups as held for sale on July 25, 2021 and August 3, 2021, respectively, we suspended recording depreciation of property, plant and equipment and amortization of finite-lived intangible assets and right-of-use assets while these assets are classified as held for sale. We estimate that we would have recorded an additional $272 million of depreciation, intangible amortization, and amortization of right-of-use assets for the year ended December 31, 2021 if the Latin American and ILEC businesses did not meet the held for sale criteria.
As a result of our evaluation of the recoverability of the carrying value of the assets and liabilities held for sale relative to the agreed upon sales price, adjusted for costs to sell, we did not record any estimated loss on disposal during the year ended December 31, 2021. The recoverability of each disposal group will be re-evaluated each reporting period until the closing of each transaction.
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-47 |
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The principal components of the held for sale assets and liabilities are as follows:
| | | | | | | | | | | | | | | | | |
| December 31, 2021 |
| Latin American
Business | | ILEC Business | | Total |
| (Dollars in millions) |
| Assets held for sale | | | | | |
| Cash and cash equivalents | $ | 39 | | | 1 | | | 40 | |
| Accounts receivable, less allowance of $3, $21 and $24 | 83 | | | 227 | | | 310 | |
| Other current assets | 81 | | | 45 | | | 126 | |
| Property, plant and equipment, net accumulated depreciation of $434, $8,303 and $8,737 | 1,591 | | | 3,491 | | | 5,082 | |
Goodwill(1) | 239 | | | 2,615 | | | 2,854 | |
| Other intangible assets, net | 126 | | | 158 | | | 284 | |
| Other non-current assets | 75 | | | 38 | | | 113 | |
| Total assets held for sale | $ | 2,234 | | | 6,575 | | | 8,809 | |
| | | | | |
| Liabilities held for sale | | | | | |
| Accounts payable | $ | 101 | | | 64 | | | 165 | |
| Salaries and benefits | 23 | | | 25 | | | 48 | |
| Income and other taxes | 27 | | | 24 | | | 51 | |
| Interest | — | | | 10 | | | 10 | |
| Current portion of deferred revenue | 26 | | | 90 | | | 116 | |
| Other current liabilities | 7 | | | 35 | | | 42 | |
Long-term debt, net of discounts(2) | — | | | 1,377 | | | 1,377 | |
| Deferred income taxes, net | 129 | | | — | | | 129 | |
Pension and other post-retirement benefits(3) | 2 | | | 56 | | | 58 | |
| Other non-current liabilities | 120 | | | 141 | | | 261 | |
| Total liabilities held for sale | $ | 435 | | | 1,822 | | | 2,257 | |
1The assignment of goodwill was based on the relative fair values of the applicable reporting units prior to being reclassified as held for sale.
2Long-term debt, net of discounts, includes $1.4 billion of Embarq Senior notes, $117 million of related unamortized discounts and $57 million of long-term finance lease obligations.
3Excludes pension obligation of approximately $2.5 billion for the ILEC business as of December 31, 2021, which will be transferred to the purchaser of the ILEC business upon closing. As of December 31, 2021, approximately $2.2 billion, or 88%, of this pension obligation is expected to be funded through the transfer of Lumen pension plan assets to the purchaser. The remaining portion of the obligation is expected to be separately funded with cash paid by Lumen at the time of closing. See Note 11—Employee Benefits for additional information.
(3) GOODWILL, CUSTOMER RELATIONSHIPS AND OTHER INTANGIBLE ASSETS
Goodwill, customer relationships and other intangible assets consisted of the following:
| | | | | | | | | | | |
| As of December 31, |
| 2021 | | 2020 |
| | (Dollars in millions) |
| Goodwill | $ | 15,986 | | | 18,870 | |
| Indefinite-lived intangible assets | $ | 9 | | | 278 | |
| Other intangible assets subject to amortization: | | | |
| Customer relationships, less accumulated amortization of $11,740 and $11,060 | 5,365 | | | 6,344 | |
| Capitalized software, less accumulated amortization of $3,624 and $3,279 | 1,459 | | | 1,520 | |
| Trade names, patents and other, less accumulated amortization of $160 and $120 | 137 | | | 77 | |
| Total other intangible assets, net | $ | 6,970 | | | 8,219 | |
As of December 31, 2021, the gross carrying amount of goodwill, customer relationships, indefinite-lived and other intangible assets was $38.5 billion.
When we acquired Embarq Corporation ("Embarq") in 2009, we acquired certain right-of-way assets and, because there were no legal, regulatory, contractual or other factors that would reasonably limit the useful life of these assets, we classified them as indefinite-lived and, as such, initially did not amortize these assets. Our recent digital transformation efforts and continued focus on our fiber-based infrastructure assets have prompted management to reassess and ultimately change the accounting treatment of these indefinite-lived assets to align with our focus on growth products versus our declining copper-based products. As a result, during the first quarter of 2021, we reclassified an indefinite-lived intangible asset to finite-lived intangible asset. As of January 1, 2021 we began amortizing the $268 million asset over its estimated nine-year remaining life. On August 3, 2021, upon entering into a definitive agreement to divest our ILEC business, we reclassified $169 million of the $268 million asset as held for sale. At this time, we discontinued recording amortization on the portion of the finite-lived intangible assets that had been reclassified as held for sale (see Note 2—Planned Divestiture of the Latin American and ILEC Businesses for more information). The above-described change in the estimated remaining economic life of these assets, as modified by the subsequent reclassification of a portion thereof, resulted in an increase in amortization expense of approximately $22 million for the year ending December 31, 2021. The increase in amortization expense, net of tax, reduced consolidated net income (loss) by approximately $17 million, or $0.02 per basic and diluted common share, for the year ended December 31, 2021.
Our goodwill was derived from numerous acquisitions where the purchase price exceeded the fair value of the net assets acquired.
We assess our goodwill and other indefinite-lived intangible assets for impairment annually, or, under certain circumstances, more frequently, such as when events or changes in circumstances indicate there may be impairment. Our annual impairment assessment date for indefinite-lived intangible assets other than goodwill is December 31. We completed our qualitative assessment of our indefinite-lived intangible assets other than goodwill as of December 31, 2021 and 2020 and concluded it is more likely than not that our indefinite-lived intangible assets are not impaired; thus, no impairment charge for these assets was recorded in 2021 or 2020. We are required to write down the value of goodwill only when our assessment determines the carrying value of equity of any of our reporting units exceeds its fair value. Our annual impairment assessment date for goodwill is October 31, at which date we assess our reporting units.
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-49 |
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Since our internal reorganization described in Note 17—Segment Information we have used five reporting units for goodwill impairment testing, which are (i) Mass Markets, (ii) North America ("NA") Business (iii) Europe, Middle East and Africa region ("EMEA"), (iv) Asia Pacific region ("APAC") and (v) Latin America region ("LATAM"). At October 31, 2020 and 2019, we used eight reporting units for goodwill impairment testing, which were consumer, small and medium business, enterprise, wholesale, North American global accounts ("NA GAM"), EMEA, LATAM and APAC.
Our reporting units are not discrete legal entities with discrete full financial statements. Our assets and 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 assign 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, we record a non-cash impairment equal to the excess amount. Depending on the facts and circumstances, we typically estimate the fair value of our reporting units by considering either or both of (i) a discounted cash flow method, which is based on the present value of projected cash flows over a discrete projection period and a terminal value, which is based on the expected normalized cash flows of the reporting units following the discrete projection period, and (ii) a market approach, which includes the use of market multiples of publicly-traded companies whose services are comparable to ours.
At October 31, 2021, we estimated the fair value of our five above-mentioned reporting units by considering both a market approach and a discounted cash flow method. As of October 31, 2021, we determined that the estimated fair value of equity exceeded the carrying value of equity for our Mass Markets, NA Business, EMEA, LATAM and APAC reporting units by 277%, 8%, 57%, 100% and 125%, respectively. Based on our assessments performed, we concluded it was more likely than not that the fair value of each of our reporting units exceeded the carrying value of equity of those reporting units at October 31, 2021. Therefore, we concluded no impairment existed as of our assessment date.
Our reclassification of held for sale assets, as described in Note 2—Planned Divestiture of the Latin American and ILEC Businesses, was considered an event or change in circumstance which required an assessment of our goodwill for impairment as of July 31, 2021. We performed a pre-reclassification goodwill impairment test to determine whether there was an impairment prior to the reclassification of these assets and to determine the July 31, 2021 fair values to be utilized for goodwill allocation regarding the Latin American and ILEC businesses to be reclassified as assets held for sale. We concluded it was more likely than not that the fair value of each of our reporting units exceeded the carrying value of equity of those reporting units at July 31, 2021. We also performed a post-reclassification goodwill impairment test using our estimated post-divestiture cash flows and carrying value of equity to evaluate whether the fair value of our reporting units that will remain following the divestitures exceeds the carrying value of the equity of such reporting units after reclassification of assets held for sale. At July 31, 2021, we estimated the fair value of our five above-mentioned reporting units by considering both a market approach and a discounted cash flow method. As of July 31, 2021, we determined that the estimated fair value of equity exceeded the carrying value of equity for our Mass Markets, NA Business, EMEA, LATAM and APAC reporting units by 150%, 24%, 58%,100% and 134%, respectively. Based on our assessments performed, we concluded it was more likely than not that the fair value of each of our reporting units exceeded the carrying value of equity of our reporting units at July 31, 2021. Therefore, we concluded no impairment existed as of our assessment date.
Our January 2021 reorganization was considered an event or change in circumstance which required an assessment of our goodwill for impairment. We performed a qualitative impairment assessment in the first quarter of 2021 and concluded it is more likely than not that the fair value of each of our reporting units exceeded the carrying value of equity of those reporting units at January 31, 2021. Therefore, we concluded no impairment existed as of our assessment date.
At October 31, 2020, we estimated the fair value of our eight above-mentioned reporting units (prior to the January 2021 reorganization) by considering both a market approach and a discounted cash flow method. We discounted the projected cash flows for our consumer, enterprise, wholesale, small and medium business and NA GAM reporting units using a rate that represented their weighted average cost of capital, which we determined to be approximately 7.6% as of the assessment date (which comprised an after-tax cost of debt of 2.5% and a cost of equity of 10.7%). We discounted the projected cash flows of our EMEA, LATAM and APAC reporting units using a rate that represents their estimated weighted average cost of capital, which we determined to be approximately 8.0%, 14.3% and 10.1%, respectively, as of the measurement date (which was comprised of an after-tax cost of debt of 2.9%, 6.9% and 3.9% and a cost of equity of 11.2%, 18.8% and 14.0%, respectively). We utilized company comparisons and analyst reports within the telecommunications industry which have historically supported a range of fair values derived from annualized revenue and earnings before interest, taxes, depreciation and amortization ("EBITDA") multiples between 2.0x and 5.5x and 4.8x and 12.5x, respectively. We selected a revenue and EBITDA multiple for each of our reporting units, resulting in an overall company revenue and EBITDA multiple of 2.3x and 5.7x, respectively. We also reconciled the estimated fair values of the reporting units to our market capitalization as of October 31, 2020 and concluded that the indicated control premium of approximately 33% was reasonable based on recent market transactions. Due to the decline in our stock price at October 31, 2020 and our assessment performed with respect to the reporting units described above, we concluded that the estimated fair value of our consumer, wholesale, small and medium business and EMEA reporting units was less than our carrying value of equity for those reporting units. As a result, these reporting units were impaired, resulting in a non-cash, non-tax-deductible goodwill impairment charge of $2.6 billion. See the table below for the impairment charges by segment. As of October 31, 2020, the estimated fair value of equity exceeded the carrying value of equity for our enterprise, NA GAM, LATAM and APAC reporting units by 2%, 46%, 74% and 23%, respectively. Based on our assessments performed, we concluded that the goodwill assigned to our enterprise, NA GAM, LATAM and APAC reporting units was not impaired at October 31, 2020.
At October 31, 2019, we estimated the fair value of our eight above-mentioned reporting units (prior to the January 2021 reorganization) by considering both a market approach and a discounted cash flow method. As of October 31, 2019, based on our assessment performed with respect to our eight reporting units, the estimated fair value of equity exceeded the carrying value of equity for our consumer, small and medium business, enterprise, wholesale, NA GAM, EMEA, LATAM, and APAC reporting units by 44%, 41%, 53%, 46%, 55%, 5%, 63% and 38%, respectively. Based on our assessments performed, we concluded that the goodwill for our eight reporting units was not impaired as of October 31, 2019.
Both our January 2019 internal reorganization and the decline in our stock price indicated the carrying values of our reporting units were more likely than not in excess of their fair values, requiring an impairment test in the first quarter of 2019. Because our low stock price was a key trigger for impairment testing during the first quarter of 2019, we estimated the fair value of our operations in such quarter using only the market approach. Applying this approach, we utilized company comparisons and analyst reports within the telecommunications industry which have historically supported a range of fair values derived from annualized revenue and EBITDA (earnings before interest, taxes, depreciation and amortization) multiples between 2.1x and 4.9x and 4.9x and 9.8x, respectively. We selected a revenue and EBITDA multiple for each of our reporting units within this range. We reconciled the estimated fair values of the reporting units to our market capitalization as of the date of each of our impairment tests during the first quarter of 2019 and concluded that the indicated control premium of approximately 4.5% and 4.1% was reasonable based on recent market transactions. In the quarter ended March 31, 2019, based on our assessments performed with respect to the reporting units as described above, we concluded that the estimated fair value of certain of our reporting units was less than our carrying value of equity as of the date of both of our impairment tests during the first quarter. As a result, we recorded non-cash, non-tax-deductible goodwill impairment charges aggregating to $6.5 billion in the quarter ended March 31, 2019. See the table below for the impairment charges by segment.
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-51 |
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The following table shows the rollforward of goodwill assigned to our reportable segments (including the January 2021 reorganization discussed above) from December 31, 2019 through December 31, 2021.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | International
and Global
Accounts | Enterprise | Small and Medium Business | Wholesale | Consumer | Business | Mass Markets | Total |
| | (Dollars in millions) |
As of December 31, 2019(1) | $ | 2,670 | | 4,738 | | 3,259 | | 3,813 | | 7,054 | | — | | — | | 21,534 | |
| Effect of foreign currency exchange rate change and other | (15) | | — | | (7) | | — | | — | | — | | — | | (22) | |
| Impairment | (100) | | — | | (444) | | (699) | | (1,399) | | — | | — | | (2,642) | |
As of December 31, 2020(1) | 2,555 | | 4,738 | | 2,808 | | 3,114 | | 5,655 | | — | | — | | 18,870 | |
| January 2021 reorganization | (2,555) | | (4,738) | | (2,808) | | (3,114) | | (5,655) | | 12,173 | | 6,697 | | — | |
Reclassified as held for sale(2) | — | | — | | — | | — | | — | | (913) | | (1,946) | | (2,859) | |
| Effect of foreign currency exchange rate change and other | — | | — | | — | | — | | — | | (25) | | — | | (25) | |
| | | | | | | | |
As of December 31, 2021(1) | $ | — | | — | | — | | — | | — | | 11,235 | | 4,751 | | 15,986 | |
1Goodwill at December 31, 2021, December 31, 2020 and December 31, 2019 is net of accumulated impairment losses of $7.7 billion, $12.9 billion and $10.3 billion, respectively. The change in accumulated impairment losses at December 31, 2021 is a result of amounts reclassified as held for sale related to our planned divestitures.
2Includes $2.9 billion of goodwill, net of accumulated impairment loss reclassified as held for sale related to our pending divestitures. See Note 2—Planned Divestiture of the Latin American and ILEC Businesses.
For additional information on our segments, see Note 17—Segment Information.
As of December 31, 2021, the weighted average remaining useful lives of our finite-lived intangible assets were approximately 7 years in total, approximately 8 years for customer relationships, 4 years for capitalized software and 1 year for trade names.
Total amortization expense for finite-lived intangible assets for the years ended December 31, 2021, 2020 and 2019 was $1.3 billion, $1.7 billion and $1.7 billion, respectively.
We estimate that total amortization expense for finite-lived intangible assets for the years ending December 31, 2022 through 2026 will be as provided in the table below. As a result of reclassifying our Latin American and ILEC businesses as being held for sale on our December 31, 2021 consolidated balance sheet, the amounts presented below do not include future amortization expense for intangible assets of the businesses to be divested. See Note 2—Planned Divestiture of the Latin American and ILEC Businesses for more information.
| | | | | |
| | (Dollars in millions) |
| 2022 | $ | 1,034 | |
| 2023 | 940 | |
| 2024 | 849 | |
| 2025 | 798 | |
| 2026 | 721 | |
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-53 |
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(4) REVENUE RECOGNITION
Product and Service Categories
Since the first quarter of 2021, we have categorized our products and services revenue among the following categories for the Business segment:
•Compute and Application Services, which include our Edge Cloud services, IT solutions, Unified Communications and Collaboration ("UC&C"), data center, content delivery network ("CDN") and Managed Security services;
•IP and Data Services, which include Ethernet, IP, and VPN data networks, including software-defined wide area networks ("SD WAN") based services, Dynamic Connections and Hyper WAN;
•Fiber Infrastructure Services, which include dark fiber, optical services and equipment; and
•Voice and Other, which include Time Division Multiplexing ("TDM") voice, private line and other legacy services.
Since the first quarter of 2021, we have categorized our products and services revenue among the following categories for the Mass Markets segment:
•Consumer Broadband, which includes high speed fiber-based and lower speed DSL-based broadband services to residential customers;
•Small Business Group ("SBG") Broadband, which includes high speed fiber-based and lower speed DSL-based broadband services to small businesses;
•Voice and Other, which include primarily local and long-distance services, professional services and other ancillary services; and
•Connect America Fund ("CAF") II, which consists of CAF Phase II payments through the end of 2021 to support voice and broadband in FCC-designated high-cost areas.
Reconciliation of Total Revenue to Revenue from Contracts with Customers
The following tables provide total revenue by segment, sales channel and product category. They also provide the amount of revenue that is not subject to ASC 606, "Revenue from Contracts with Customers" ("ASC 606"), but is instead governed by other accounting standards:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2021 |
| Total Revenue | | Adjustments for Non-ASC 606 Revenue(1) | | Total Revenue from Contracts with Customers |
| | (Dollars in millions) |
| Business Segment by Sales Channel and Product Category | | | | | |
| International and Global Accounts ("IGAM") | | | | | |
| Compute and Application Services | $ | 715 | | | (280) | | | 435 | |
| IP and Data Services | 1,708 | | | — | | | 1,708 | |
| Fiber Infrastructure | 886 | | | (129) | | | 757 | |
| Voice and Other | 744 | | | — | | | 744 | |
| Total IGAM Revenue | 4,053 | | | (409) | | | 3,644 | |
| Large Enterprise | | | | | |
| Compute and Application Services | 698 | | | (63) | | | 635 | |
| IP and Data Services | 1,554 | | | — | | | 1,554 | |
| Fiber Infrastructure | 521 | | | (50) | | | 471 | |
| Voice and Other | 949 | | | — | | | 949 | |
| Total Large Enterprise Revenue | 3,722 | | | (113) | | | 3,609 | |
| Mid-Market Enterprise | | | | | |
| Compute and Application Services | 139 | | | (31) | | | 108 | |
| IP and Data Services | 1,754 | | | (5) | | | 1,749 | |
| Fiber Infrastructure | 218 | | | (8) | | | 210 | |
| Voice and Other | 618 | | | — | | | 618 | |
| Total Mid-Market Enterprise Revenue | 2,729 | | | (44) | | | 2,685 | |
| Wholesale | | | | | |
| Compute and Application Services | 189 | | | (159) | | | 30 | |
| IP and Data Services | 1,196 | | | — | | | 1,196 | |
| Fiber Infrastructure | 623 | | | (118) | | | 505 | |
| Voice and Other | 1,607 | | | (252) | | | 1,355 | |
| Total Wholesale Revenue | 3,615 | | | (529) | | | 3,086 | |
| Business Segment by Product Category | | | | | |
| Compute and Application Services | 1,741 | | | (533) | | | 1,208 | |
| IP and Data Services | 6,212 | | | (5) | | | 6,207 | |
| Fiber Infrastructure | 2,248 | | | (305) | | | 1,943 | |
| Voice and Other | 3,918 | | | (252) | | | 3,666 | |
| Total Business Segment Revenue | 14,119 | | | (1,095) | | | 13,024 | |
| Mass Markets Segment by Product Category | | | | | |
| Consumer Broadband | 2,875 | | | (211) | | | 2,664 | |
| SBG Broadband | 156 | | | (16) | | | 140 | |
| Voice and Other | 2,047 | | | (80) | | | 1,967 | |
| CAF II | 490 | | | (490) | | | — | |
| Total Mass Markets Revenue | 5,568 | | | (797) | | | 4,771 | |
| Total Revenue | $ | 19,687 | | | (1,892) | | | 17,795 | |
| Timing of revenue | | | | | |
| Goods and services transferred at a point in time | | | | | $ | 138 | |
| Services performed over time | | | | | 17,657 | |
| Total revenue from contracts with customers | | | | | $ | 17,795 | |
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-55 |
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| | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2020 |
| Total Revenue | | Adjustments for Non-ASC 606 Revenue(1) | | Total Revenue from Contracts with Customers |
| | (Dollars in millions) |
| Business Segment by Sales Channel and Product Category | | | | | |
| International and Global Accounts ("IGAM") | | | | | |
| Compute and Application Services | $ | 772 | | | (265) | | | 507 | |
| IP and Data Services | 1,731 | | | — | | | 1,731 | |
| Fiber Infrastructure | 822 | | | (110) | | | 712 | |
| Voice and Other | 793 | | | — | | | 793 | |
| Total IGAM Revenue | 4,118 | | | (375) | | | 3,743 | |
| Large Enterprise | | | | | |
| Compute and Application Services | 663 | | | (82) | | | 581 | |
| IP and Data Services | 1,588 | | | (2) | | | 1,586 | |
| Fiber Infrastructure | 590 | | | (46) | | | 544 | |
| Voice and Other | 1,074 | | | (2) | | | 1,072 | |
| Total Large Enterprise Revenue | 3,915 | | | (132) | | | 3,783 | |
| Mid-Market Enterprise | | | | | |
| Compute and Application Services | 137 | | | (16) | | | 121 | |
| IP and Data Services | 1,845 | | | (6) | | | 1,839 | |
| Fiber Infrastructure | 218 | | | (9) | | | 209 | |
| Voice and Other | 769 | | | — | | | 769 | |
| Total Mid-Market Enterprise Revenue | 2,969 | | | (31) | | | 2,938 | |
| Wholesale | | | | | |
| Compute and Application Services | 183 | | | (161) | | | 22 | |
| IP and Data Services | 1,249 | | | — | | | 1,249 | |
| Fiber Infrastructure | 618 | | | (121) | | | 497 | |
| Voice and Other | 1,765 | | | (258) | | | 1,507 | |
| Total Wholesale Revenue | 3,815 | | | (540) | | | 3,275 | |
| Business Segment by Product Category | | | | | |
| Compute and Application Services | 1,755 | | | (524) | | | 1,231 | |
| IP and Data Services | 6,413 | | | (8) | | | 6,405 | |
| Fiber Infrastructure | 2,248 | | | (286) | | | 1,962 | |
| Voice and Other | 4,401 | | | (260) | | | 4,141 | |
| Total Business Segment Revenue | 14,817 | | | (1,078) | | | 13,739 | |
| Mass Markets Segment by Product Category | | | | | |
| Consumer Broadband | 2,909 | | | (221) | | | 2,688 | |
| SBG Broadband | 153 | | | (15) | | | 138 | |
| Voice and Other | 2,341 | | | (109) | | | 2,232 | |
| CAF II | 492 | | | (492) | | | — | |
| Total Mass Markets Revenue | 5,895 | | | (837) | | | 5,058 | |
| Total Revenue | $ | 20,712 | | | (1,915) | | | 18,797 | |
| Timing of revenue | | | | | |
| Goods and services transferred at a point in time | | | | | $ | 250 | |
| Services performed over time | | | | | 18,547 | |
| Total revenue from contracts with customers | | | | | $ | 18,797 | |
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2019 |
| Total Revenue | | Adjustments for Non-ASC 606 Revenue(1) | | Total Revenue from Contracts with Customers |
| | (Dollars in millions) |
| Business Segment by Sales Channel and Product Category | | | | | |
| International and Global Accounts ("IGAM") | | | | | |
| Compute and Application Services | $ | 790 | | | (265) | | | 525 | |
| IP and Data Services | 1,764 | | | — | | | 1,764 | |
| Fiber Infrastructure | 785 | | | (99) | | | 686 | |
| Voice and Other | 833 | | | — | | | 833 | |
| Total IGAM Revenue | 4,172 | | | (364) | | | 3,808 | |
| Large Enterprise | | | | | |
| Compute and Application Services | 610 | | | (89) | | | 521 | |
| IP and Data Services | 1,589 | | | — | | | 1,589 | |
| Fiber Infrastructure | 524 | | | (44) | | | 480 | |
| Voice and Other | 1,113 | | | (1) | | | 1,112 | |
| Total Large Enterprise Revenue | 3,836 | | | (134) | | | 3,702 | |
| Mid-Market Enterprise | | | | | |
| Compute and Application Services | 147 | | | (11) | | | 136 | |
| IP and Data Services | 1,894 | | | — | | | 1,894 | |
| Fiber Infrastructure | 219 | | | (20) | | | 199 | |
| Voice and Other | 892 | | | (1) | | | 891 | |
| Total Mid-Market Enterprise Revenue | 3,152 | | | (32) | | | 3,120 | |
| Wholesale | | | | | |
| Compute and Application Services | 188 | | | (168) | | | 20 | |
| IP and Data Services | 1,319 | | | — | | | 1,319 | |
| Fiber Infrastructure | 629 | | | (122) | | | 507 | |
| Voice and Other | 1,943 | | | (279) | | | 1,664 | |
| Total Wholesale Revenue | 4,079 | | | (569) | | | 3,510 | |
| Business Segment by Product Category | | | | | |
| Compute and Application Services | 1,735 | | | (533) | | | 1,202 | |
| IP and Data Services | 6,566 | | | — | | | 6,566 | |
| Fiber Infrastructure | 2,157 | | | (285) | | | 1,872 | |
| Voice and Other | 4,781 | | | (281) | | | 4,500 | |
| Total Business Segment Revenue | 15,239 | | | (1,099) | | | 14,140 | |
| Mass Markets Segment by Product Category | | | | | |
| Consumer Broadband | 2,876 | | | (215) | | | 2,661 | |
| SBG Broadband | 163 | | | (4) | | | 159 | |
| Voice and Other | 2,688 | | | (143) | | | 2,545 | |
| CAF II | 492 | | | (492) | | | — | |
| Total Mass Markets Revenue | 6,219 | | | (854) | | | 5,365 | |
| Total Revenue | $ | 21,458 | | | (1,953) | | | 19,505 | |
| Timing of revenue | | | | | |
| Goods and services transferred at a point in time | | | | | $ | 221 | |
| Services performed over time | | | | | 19,284 | |
| Total revenue from contracts with customers | | | | | $ | 19,505 | |
1Includes regulatory revenue and lease revenue not within the scope of ASC 606.
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-57 |
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Customer Receivables and Contract Balances
The following table provides balances of customer receivables, contract assets and contract liabilities, net of amounts reclassified as held for sale, as of December 31, 2021 and December 31, 2020:
| | | | | | | | | | | |
| December 31,
2021 | | December 31,
2020 |
| | (Dollars in millions) |
Customer receivables(1)(2) | $ | 1,493 | | | 1,889 | |
Contract assets(3) | 73 | | | 108 | |
Contract liabilities(4) | 680 | | | 950 | |
1Reflects gross customer receivables of $1.6 billion and $2.1 billion, net of allowance for credit losses of $102 million and $174 million, at December 31, 2021 and December 31, 2020, respectively.
2As of December 31, 2021, amount excludes customer receivables, net reclassified as held for sale of $288 million.
3As of December 31, 2021, amount excludes contract assets reclassified as held for sale of $9 million.
4As of December 31, 2021, amount excludes contract liabilities reclassified as held for sale of $161 million.
Contract liabilities are consideration we have received from our customers or billed in advance of providing goods or services promised in the future. We defer recognizing this consideration as revenue until we have satisfied the related performance obligation to the customer. Contract liabilities include recurring services billed one month in advance and installation and maintenance charges that are deferred and recognized over the actual or expected contract term, which typically ranges from one to five years depending on the service. Contract liabilities are included within deferred revenue in our consolidated balance sheets. During the years ended December 31, 2021 and December 31, 2020, we recognized $605 million and $672 million, respectively, of revenue that was included in contract liabilities of $950 million and $1.0 billion as of January 1, 2021 and 2020, respectively.
Performance Obligations
As of December 31, 2021, our estimated revenue expected to be recognized in the future related to performance obligations associated with existing customer contracts that are partially or wholly unsatisfied is approximately $6.2 billion. We expect to recognize approximately 77% of this revenue through 2024, with the balance recognized thereafter.
These amounts exclude (i) the value of unsatisfied performance obligations for contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed (for example, uncommitted usage or non-recurring charges associated with professional or technical services to be completed), (ii) contracts that are classified as leasing arrangements that are not subject to ASC 606 and (iii) the value of unsatisfied performance obligations for contracts which relate to our planned divestiture.
Contract Costs
The following tables provide changes in our contract acquisition costs and fulfillment costs:
| | | | | | | | | | | |
| December 31, 2021 |
| Acquisition Costs | | Fulfillment Costs |
| | (Dollars in millions) |
| Beginning of period balance | $ | 289 | | | 216 | |
| Costs incurred | 176 | | | 151 | |
| Amortization | (209) | | | (149) | |
Reclassified as held for sale(1) | (34) | | | (32) | |
| End of period balance | $ | 222 | | | 186 | |
| | | | | | | | | | | |
| December 31, 2020 |
| Acquisition Costs | | Fulfillment Costs |
| | (Dollars in millions) |
| Beginning of period balance | $ | 326 | | | 221 | |
| Costs incurred | 181 | | | 141 | |
| Amortization | (218) | | | (146) | |
| End of period balance | $ | 289 | | | 216 | |
1Represents the amounts reclassified as held for sale as of December 31, 2021 related to our planned divestitures. See Note 2—Planned Divestiture of the Latin American and ILEC Businesses.
Acquisition costs include commission fees paid to employees as a result of obtaining contracts. Fulfillment costs include third party and internal costs associated with the provision, installation and activation of telecommunications services to customers, including labor and materials consumed for these activities.
Deferred acquisition and fulfillment costs are amortized based on the transfer of services on a straight-line basis over the average contract life of approximately 30 months for mass markets customers and 29 months for business customers. Amortized fulfillment costs are included in cost of services and products and amortized acquisition costs are included in selling, general and administrative expenses in our consolidated statements of operations. The amount of these deferred costs that are anticipated to be amortized in the next 12 months are included in other current assets on our consolidated balance sheets. The amount of deferred costs expected to be amortized beyond the next twelve months is included in other non-current assets on our consolidated balance sheets. Deferred acquisition and fulfillment costs are assessed for impairment on an annual basis.
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-59 |
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(5) LEASES
We primarily lease to or from third parties various office facilities and colocation facilities, equipment and dark fiber. Leases with an initial term of 12 months or less are not recorded on our consolidated balance sheets; we recognize lease expense for these leases on a straight-line basis over the lease term.
We determine if an arrangement is a lease at inception and whether that lease meets the classification criteria of a finance or operating lease. Lease-related assets, or right-of-use assets, are recognized at the lease commencement date at amounts equal to the respective lease liabilities. Lease-related liabilities are recognized at the present value of the remaining contractual fixed lease payments, discounted using our incremental borrowing rates. As part of the present value calculation for the lease liabilities, we use an incremental borrowing rate as the rates implicit in the leases are not readily determinable. The incremental borrowing rates used for lease accounting are based on our unsecured rates, adjusted to approximate the rates at which we could borrow on a collateralized basis over a term similar to the recognized lease term. We apply the incremental borrowing rates to lease components using a portfolio approach based upon the length of the lease term and the reporting entity in which the lease resides. Operating lease expense is recognized on a straight-line basis over the lease term, while variable lease payments are expensed as incurred. Operating lease assets are included in other, net under goodwill and other assets on our consolidated balance sheets. Noncurrent operating lease liabilities are included in other under deferred credits and other liabilities on our consolidated balance sheets.
Some of our lease arrangements contain lease components, non-lease components (including common-area maintenance costs) and executory costs (including real estate taxes and insurance costs). We generally account for each component separately based on the estimated standalone price of each component. For colocation leases, we account for the lease and non-lease components as a single lease component.
Many of our lease agreements contain renewal options; however, we do not recognize right-of-use assets or lease liabilities for renewal periods unless we determine that we are reasonably certain of renewing the lease. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain to be exercised. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Lease expense consisted of the following:
| | | | | | | | | | | |
| Years Ended December 31, |
| 2021 | | 2020 |
| (Dollars in millions) |
| Operating and short-term lease cost | $ | 535 | | | 729 | |
| Finance lease cost: | | | |
| Amortization of right-of-use assets | 37 | | | 36 | |
| Interest on lease liability | 16 | | | 12 | |
| Total finance lease cost | 53 | | | 48 | |
| Total lease cost | $ | 588 | | | 777 | |
We primarily lease 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 we believe are reasonably assured.
During the years ended December 31, 2021 and 2020, we rationalized our lease footprint and ceased using 23 and 16 underutilized leased property locations, respectively. We determined that we no longer needed the leased space and, due to the limited remaining term on the contracts, concluded that we had neither the intent nor ability to sublease the properties. For the years ended December 31, 2021 and 2020, we incurred accelerated lease costs of approximately $35 million and $41 million, respectively. In conjunction with our plans to continue to reduce costs, we expect to continue our real estate rationalization efforts and may incur additional accelerated lease costs in future periods.
For the years ended December 31, 2021, 2020 and 2019, our gross rental expense, including the accelerated lease costs discussed above, was $588 million, $777 million and $733 million, respectively. We also received sublease rental income for the years ended December 31, 2021, 2020 and 2019 of $25 million, $25 million and $24 million, respectively.
Supplemental consolidated balance sheet information and other information related to leases is included below:
| | | | | | | | | | | | | | |
| | As of December 31, |
| Leases (Dollars in millions) | Classification on the Balance Sheet | 2021 | | 2020 |
| Assets | | | | |
| Operating lease assets | Other, net | $ | 1,451 | | | 1,699 | |
| Finance lease assets | Property, plant and equipment, net of accumulated depreciation | 314 | | | 329 | |
| Total leased assets | $ | 1,765 | | | 2,028 | |
| Liabilities | | | | |
| Current | | | | |
| Operating | Current operating lease liabilities | $ | 385 | | | 379 | |
| Finance | Current maturities of long-term debt | 19 | | | 26 | |
| Noncurrent | | | | |
| Operating | Other | 1,171 | | | 1,405 | |
| Finance | Long-term debt | 251 | | | 267 | |
| Total lease liabilities | $ | 1,826 | | | 2,077 | |
| Weighted-average remaining lease term (years) | | | |
| Operating leases | 6.8 | | 6.7 |
| Finance leases | 13.1 | | 12.1 |
| Weighted-average discount rate | | | | |
| Operating leases | 5.54 | % | | 6.01 | % |
| Finance leases | 4.89 | % | | 4.94 | % |
At December 31, 2021, we classified certain operating and finance lease assets and liabilities as held for sale and discontinued recording amortization on the related right-of-use assets on the Latin American and ILEC businesses. See Note 2—Planned Divestiture of the Latin American and ILEC Businesses for more information.
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-61 |
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Supplemental consolidated cash flow statement information related to leases is included below:
| | | | | | | | | | | |
| Years Ended December 31, |
| 2021 | | 2020 |
| (Dollars in millions) |
| Cash paid for amounts included in the measurement of lease liabilities: | | | |
| Operating cash flows for operating leases | $ | 525 | | | 566 | |
| Operating cash flows for finance leases | 15 | | | 14 | |
| Financing cash flows for finance leases | 52 | | | 40 | |
| Supplemental lease cash flow disclosures: | | | |
| Operating lease right-of-use assets obtained in exchange for new operating lease liabilities | $ | 165 | | | 375 | |
| Right-of-use assets obtained in exchange for new finance lease liabilities | 94 | | | 124 | |
As of December 31, 2021, maturities of lease liabilities were as follows:
| | | | | | | | | | | |
| | Operating Leases | | Finance Leases |
| | (Dollars in millions) |
| 2022 | $ | 457 | | | 33 | |
| 2023 | 355 | | | 28 | |
| 2024 | 253 | | | 28 | |
| 2025 | 198 | | | 28 | |
| 2026 | 149 | | | 28 | |
| Thereafter | 490 | | | 223 | |
| Total lease payments | 1,902 | | | 368 | |
| Less: interest | (346) | | | (98) | |
| Total | 1,556 | | | 270 | |
| Less: current portion | (385) | | | (19) | |
| Long-term portion | $ | 1,171 | | | 251 | |
As of December 31, 2021, we had entered into a $15 million finance lease with a deferred commencement date.
Operating Lease Income
Lumen Technologies leases various dark fiber, office facilities, colocation facilities, switching facilities, other network sites and service equipment to third parties under operating leases. Lease and sublease income are included in operating revenue in the consolidated statements of operations.
For the years ended December 31, 2021, 2020 and 2019, our gross rental income was $1.2 billion, $1.3 billion and $1.4 billion, respectively, which represents 6%, 6% and 7% respectively, of our operating revenue for the years ended December 31, 2021, 2020 and 2019.
(6) CREDIT LOSSES ON FINANCIAL INSTRUMENTS
In accordance with ASC 326, "Financial Instruments - Credit Losses", we aggregate financial assets with similar risk characteristics to align our expected credit losses with the credit quality or deterioration over the life of such assets. We periodically monitor certain risk characteristics within our aggregated financial assets and revise their composition accordingly, to the extent internal and external risk factors change. Financial assets that do not share risk characteristics with other financial assets are evaluated separately. Our financial assets measured at amortized cost primarily consist of accounts receivable.
We use a loss rate method to estimate our allowance for credit losses. Our determination of the current expected credit loss rate begins with our review of historical loss experience as a percentage of accounts receivable. We measure our historical loss period based on the average days to recognize accounts receivable as credit losses. When asset specific characteristics and current conditions change from those in the historical period, due to changes in our credit and collections strategy, certain classes of aged balances, or credit loss and recovery policies, we perform a qualitative and quantitative assessment to adjust our historical loss rate. We use regression analysis to develop an expected loss rate using historical experience and economic data over a forecast period. We measure our forecast period based on the average days to collect payment on billed accounts receivable. To determine our current allowance for credit losses, we combine the historical and expected credit loss rates and apply them to our period end accounts receivable.
If there is an unexpected deterioration of a customer's financial condition or an unexpected change in economic conditions (including changes caused by COVID-19 or other macroeconomic events), we assess the need to adjust the allowance for credit losses. Any such resulting adjustments would affect earnings in the period that adjustments are made.
The assessment of the correlation between historical observed default rates, current conditions and forecasted economic conditions requires judgment. Alternative interpretations of these factors could have resulted in different conclusions regarding the allowance for credit losses. The amount of credit loss is sensitive to changes in circumstances and forecasted economic conditions. Our historical credit loss experience, current conditions and forecast of economic conditions may also not be representative of the customers' actual default experience in the future, and we may use methodologies that differ from those used by other companies.
In conjunction with our January 2021 internal reorganization, as referenced in Note 17—Segment Information, we pooled certain assets with similar credit risk characteristics based on the nature of our customers, their industry, policies used to grant credit terms and their historical and expected credit loss patterns. Additionally, we reassessed our historical loss period for the segment portfolio reorganization.
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-63 |
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The following tables present the activity of our allowance for credit losses by accounts receivable portfolio for the years ended December 31, 2021 and December 31, 2020:
| | | | | | | | | | | | | | | | | |
| Business | | Mass Markets | | Total |
| (Dollars in millions) |
Beginning balance at January 1, 2021(1) | $ | 109 | | | 82 | | | 191 | |
| Provision for expected losses | 50 | | | 55 | | | 105 | |
| Write-offs charged against the allowance | (76) | | | (101) | | | (177) | |
| Recoveries collected | 13 | | | 6 | | | 19 | |
Reclassified as held for sale(2) | (8) | | | (16) | | | (24) | |
| Ending balance at December 31, 2021 | $ | 88 | | | 26 | | | 114 | |
| | | | | | | | | | | | | | | | | | | | | |
| Business | | Consumer | | Total | | | | |
| (Dollars in millions) | | | | |
Beginning balance at January 1, 2020(3) | $ | 58 | | | 37 | | | 95 | | | | | |
| Provision for expected losses | 115 | | | 74 | | | 189 | | | | | |
| Write-offs charged against the allowance | (74) | | | (59) | | | (133) | | | | | |
| Recoveries collected | 24 | | | 18 | | | 42 | | | | | |
| Foreign currency exchange rate changes adjustment | (2) | | | — | | | (2) | | | | | |
| Balance at December 31, 2020 | $ | 121 | | | 70 | | | 191 | | | | | |
1As described in Note 17—Segment Information, we completed an internal reorganization in January 2021. As a result of this change, allowance for credit losses previously included in the Consumer and Business portfolio of $70 million related to consumer and $12 million related to our small business group, respectively, were reclassified to the Mass Markets allowance for credit losses on January 1, 2021.
2Represents the amounts reclassified as held for sale related to our pending divestitures. See Note 2—Planned Divestiture of the Latin American and ILEC Businesses.
3The beginning balance for the year ended December 31, 2020 includes the cumulative effect of $11 million for the adoption of the new credit loss standard.
For the year ended December 31, 2021, we decreased our allowance for credit losses for our business and mass markets accounts receivable portfolios primarily due to higher write-off activity during 2021, along with the easing of prior delays due to COVID-19 related restrictions from 2020 and lower receivable balances.
For the year ended December 31, 2020, we increased our allowance for credit losses for our business and consumer accounts receivable portfolios due to an increase during the period in historical and expected loss experience in certain classes of aged balances, which were predominantly attributable to the COVID-19 induced economic slowdown. Decreased write-offs (net of recoveries) were driven by COVID-19 regulations and programs, which further contributed to the increase in our allowance for credit losses for the year ended December 31, 2020.
(7) LONG-TERM DEBT AND CREDIT FACILITIES
The following chart reflects the consolidated long-term debt of Lumen Technologies, Inc. and its subsidiaries as of the dates indicated below, including unamortized discounts and premiums and unamortized debt issuance costs, but excluding intercompany debt:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | As of December 31, |
| | Interest Rates(1) | | Maturities(1) | | 2021 | | 2020 |
| | | | | | (Dollars in millions) |
Senior Secured Debt: (2) | | | | | | | |
| Lumen Technologies, Inc. | | | | | | | |
| Revolving Credit Facility | LIBOR + 2.00% | | 2025 | | $ | 200 | | | 150 | |
Term Loan A(3) | LIBOR + 2.00% | | 2025 | | 1,050 | | | 1,108 | |
Term Loan A-1(3) | LIBOR + 2.00% | | 2025 | | 300 | | | 316 | |
Term Loan B(4) | LIBOR + 2.25% | | 2027 | | 4,900 | | | 4,950 | |
| Senior notes | 4 | % | | 2027 | | 1,250 | | | 1,250 | |
| Subsidiaries: | | | | | | | |
| Level 3 Financing, Inc. | | | | | | | |
Tranche B 2027 Term Loan(5) | LIBOR + 1.75% | | 2027 | | 3,111 | | | 3,111 | |
| Senior notes | 3.400% - 3.875% | | 2027 - 2029 | | 1,500 | | | 1,500 | |
| Embarq Corporation subsidiaries | | | | | | | |
| First mortgage bonds | 7.125% - 8.375% | | 2023 - 2025 | | 138 | | | 138 | |
| Senior Notes and Other Debt: | | | | | | | |
| Lumen Technologies, Inc. | | | | | | | |
| Senior notes | 4.500% - 7.650% | | 2022 - 2042 | | 8,414 | | | 8,645 | |
| Subsidiaries: | | | | | | | |
| Level 3 Financing, Inc. | | | | | | | |
| Senior notes | 3.625% - 5.375% | | 2025 - 2029 | | 5,515 | | | 5,515 | |
| Qwest Corporation | | | | | | | |
| Senior notes | 6.500% - 7.750% | | 2025 - 2057 | | 1,986 | | | 3,170 | |
Term loan(6) | LIBOR + 2.00% | | 2027 | | 215 | | | 215 | |
| Qwest Capital Funding, Inc. | | | | | | | |
| Senior notes | 6.875% - 7.750% | | 2028 - 2031 | | 255 | | | 352 | |
| Embarq Corporation and subsidiary | | | | | | | |
Senior notes(7) | 7.995 | % | | 2036 | | — | | | 1,437 | |
| Finance lease and other obligations | Various | | Various | | 347 | | | 295 | |
| Unamortized premiums (discounts), net | | | | | 21 | | | (78) | |
| Unamortized debt issuance costs | | | | | (220) | | | (237) | |
| Total long-term debt | | | | | 28,982 | | | 31,837 | |
| Less current maturities | | | | | (1,554) | | | (2,427) | |
| Long-term debt, excluding current maturities | | | | | $ | 27,428 | | | 29,410 | |
1As of December 31, 2021.
2See the remainder of this Note for a description of certain parent or subsidiary guarantees and liens securing this debt.
3Term Loans A and A-1 had interest rates of 2.104% and 2.147% as of December 31, 2021 and December 31, 2020, respectively.
4Term Loan B had interest rates of 2.354% and 2.397% as of December 31, 2021 and December 31, 2020, respectively.
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-65 |
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5The Level 3 Tranche B 2027 Term Loan had interest rates of 1.854% and 1.897% as of December 31, 2021 and December 31, 2020, respectively.
6The Qwest Corporation Term Loan had interest rates of 2.110% and 2.150% as of December 31, 2021 and December 31, 2020, respectively.
7As of December 31, 2021, the Embarq Senior notes have been reclassified as held for sale. See Note 2—Planned Divestiture of the Latin American and ILEC Businesses for more information.
Long-Term Debt Maturities
Set forth below is the aggregate principal amount of our long-term debt as of December 31, 2021 (excluding unamortized premiums (discounts), net, unamortized debt issuance costs and intercompany debt) maturing during the following years. As a result of reclassifying our Latin American and ILEC businesses as being held for sale on our December 31, 2021 consolidated balance sheet, the amounts presented below do not include maturities of the debt obligations of those businesses. See Note 2—Planned Divestiture of the Latin American and ILEC Businesses for more information.
| | | | | |
| | (Dollars in millions)(1) |
| 2022 | $ | 1,554 | |
| 2023 | 977 | |
| 2024 | 1,158 | |
| 2025 | 3,127 | |
| 2026 | 2,062 | |
| 2027 and thereafter | 20,303 | |
| Total long-term debt | $ | 29,181 | |
1As of December 31, 2021, these amounts exclude $1.5 billion of debt and finance lease obligations that have been reclassified as held for sale. See Note 2—Planned Divestiture of the Latin American and ILEC Businesses for more information.
Debt of Lumen Technologies, Inc. and its Subsidiaries
At December 31, 2021, most of our outstanding consolidated debt had been incurred by Lumen Technologies, Inc. or one of the following four other primary borrowers or “borrowing groups,” each of which has borrowed funds either on a standalone basis or as part of a separate restricted group with certain of its subsidiaries:
•Level 3 Financing, Inc., including its parent guarantor Level 3 Parent, LLC, and one or more subsidiary guarantors;
•Qwest Corporation;
•Qwest Capital Funding, Inc., including its parent guarantor, Qwest Communications International Inc.; and
•Embarq Corporation.
Each of these borrowers or borrowing groups has entered into one or more credit agreements with certain financial institutions or other institutional lenders, or issued senior notes. Certain of these debt instruments are described further below.
Amended and Restated Credit Agreement
On January 31, 2020, we amended and restated our credit agreement dated June 19, 2017 (as so amended and restated, the "Amended Credit Agreement"). At December 31, 2021, the Amended Credit Agreement consisted of the following facilities:
•a $2.2 billion senior secured revolving credit facility (“the Revolving Credit Facility”);
•a $1.05 billion senior secured Term Loan A credit facility;
•a $300 million senior secured Term Loan A-1 credit facility with CoBank, ACB; and
•a $4.9 billion senior secured Term Loan “B” credit facility (the term loan facilities and the Revolving Credit Facility being referred to collectively as the "Amended Secured Credit Facilities").
Loans under the Term Loan A and A-1 facilities and the Revolving Credit Facility bear interest at a rate equal to, at our option, the Eurodollar rate or the alternative base rate (each as defined in the Amended Credit Agreement) plus an applicable margin between 1.50% to 2.25% per annum for Eurodollar loans and 0.50% to 1.25% per annum for alternative base rate loans, depending on our then current total leverage ratio. Loans under the Term Loan B facility bear interest at the Eurodollar rate plus 2.25% per annum or the alternative base rate plus 1.25% per annum. Loans under each of the term loan facilities require certain specified quarterly amortization payments and certain specified mandatory prepayments in connection with certain asset sales and debt issuances and out of excess cash flow, among other things, subject in each case to certain significant exceptions.
Borrowings under the Revolving Credit Facility and the Term Loan A and A-1 facilities mature on January 31, 2025. Borrowings under the Term Loan B facility mature on March 15, 2027.
All of Lumen's obligations under the Amended Secured Credit Facilities are guaranteed by certain of its subsidiaries. The guarantees by certain of those guarantors are secured by a first priority security interest in substantially all assets (including certain subsidiaries stock) directly owned by them, subject to certain exceptions and limitations.
A portion of the Revolving Credit Facility in an amount not to exceed $250 million is available for swingline loans, and a portion in an amount not to exceed $800 million is available for the issuance of letters of credit.
Lumen Technologies is permitted under the Amended Credit Agreement to request certain incremental borrowings subject to the satisfaction of various conditions and to certain other limitations. Any incremental borrowings would be subject to the same terms and conditions under the Amended Credit Agreement.
The above described January 2020 amendments and related refinancing transactions discussed under "—Repayments" below resulted in an aggregate net loss of $67 million from modification and extinguishment of the debt.
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-67 |
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Term Loans and Certain Other Debt of Subsidiaries
QWEST CORPORATION
On October 23, 2020, Qwest Corporation borrowed $215 million under a variable-rate term loan with CoBank ACB and used the resulting net proceeds to pay off its previous $100 million term loan with CoBank ACB. Additionally, on October 26, 2020, Qwest Corporation used the remaining net proceeds to partially facilitate the redemption of the remaining $160 million aggregate principal amount of its outstanding 6.625% Notes due 2055. The outstanding unpaid principal amount of this new term loan plus any accrued and unpaid interest is due on October 23, 2027. Interest is paid at least quarterly based upon either the 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 Qwest Corporation's then current senior unsecured long-term debt rating.
LEVEL 3 FINANCING, INC.
At December 31, 2021, Level 3 Financing, Inc. owed $3.111 billion under a senior secured Tranche B 2027 Term Loan, which matures on March 1, 2027. The Tranche B 2027 Term Loan carries an interest rate, in the case of base rate borrowings, equal to (i) the greater of the Prime Rate, the Federal Funds Effective Rate plus 50 basis points, or LIBOR plus 100 basis points (with all such terms and calculations as defined or further specified in the credit agreement) plus (ii) 0.75% per annum. Any Eurodollar borrowings under the Tranche B 2027 Term Loan bear interest at LIBOR plus 1.75% per annum.
The Tranche B 2027 Term Loan requires certain specified mandatory prepayments in connection with certain asset sales and other transactions, subject to certain significant exceptions. The obligations of Level 3 Financing, Inc. under the Tranche B 2027 Term Loan are, subject to certain exceptions, secured by certain assets of Level 3 Parent, LLC and certain of its material domestic telecommunication subsidiaries. Also, Level 3 Parent, LLC and certain of its subsidiaries have guaranteed the obligations of Level 3 Financing, Inc. under the Tranche B 2027 Term Loan.
EMBARQ SUBSIDIARIES
At December 31, 2021 and 2020, one of our Embarq subsidiaries had outstanding first mortgage bonds. These first mortgage bonds are secured by substantially all of the property, plant and equipment of the issuing subsidiary.
Revolving Letters of Credit
We use various financial instruments in the normal course of business. These instruments include letters of credit, which are conditional commitments issued on our behalf in accordance with specified terms and conditions. Lumen Technologies maintains an uncommitted $225 million revolving letter of credit facility separate from the letter of credit facility included in the Revolving Credit Facility noted above. Letters of credit issued under this uncommitted facility are backed by credit enhancements in the form of secured guarantees issued by certain of our subsidiaries. As of December 31, 2021 and 2020, our outstanding letters of credit totaled $88 million and $97 million, respectively, and we had no letters of credit outstanding under our Revolving Credit Facility.
As of December 31, 2021, Level 3 Parent, LLC had outstanding letters of credit or other similar obligations of approximately $9 million, of which $5 million was collateralized by cash that is reflected on the consolidated balance sheet as restricted cash. As of December 31, 2020, Level 3 Parent, LLC had outstanding letters of credit or other similar obligations of approximately $18 million of which $11 million was collateralized by cash that is reflected on the consolidated balance sheet as restricted cash. None of our conditional commitments under our outstanding letters of credit are reflected as debt on our balance sheets.
Senior Notes
Lumen's consolidated indebtedness at December 31, 2021 included (i) senior secured notes issued by Lumen Technologies, Inc. and Level 3 Financing, Inc. and (ii) senior unsecured notes issued by Lumen Technologies, Inc., Level 3 Financing, Inc., Qwest Corporation, Qwest Capital Funding, Inc. and Embarq Corporation. All of these notes carry fixed interest rates and all principal is due on the notes’ respective maturity dates, which rates and maturity dates are summarized in the table above. The Lumen Technologies, Inc. secured senior notes are guaranteed by the same domestic subsidiaries that guarantee the Amended Credit Agreement. The senior notes issued by Level 3 Financing, Inc. are guaranteed by its parent, Level 3 Parent, LLC and one or more of its affiliates. The senior notes issued by Qwest Capital Funding, Inc. are guaranteed by its parent, Qwest Communications International Inc. Except for a limited number of senior notes issued by Qwest Corporation, the issuer generally can redeem the notes, at its option, in whole or in part, (i) pursuant to a fixed schedule of pre-established redemption prices, (ii) pursuant to a “make whole” redemption price or (iii) under certain other specified limited conditions. Under certain circumstances in connection with a “change of control” of Lumen Technologies, it will be required to make an offer to repurchase each series of these senior notes (other than two of its older series of notes) at a price of 101% of the principal amount redeemed, plus accrued and unpaid interest. Also, under certain circumstances in connection with a "change of control" of Level 3 Parent, LLC or Level 3 Financing, Inc., Level 3 Financing will be required to make an offer to repurchase each series of its outstanding senior notes at a price of 101% of the principal amount redeemed, plus accrued and unpaid interest.
Repayments
2021
During 2021, Lumen Technologies and its affiliates redeemed approximately $1.1 billion of their respective debt obligations, which primarily included a $900 million redemption of Level 3 Financing, Inc. senior notes and a $235 million redemption of Qwest Corporation senior notes. These transactions resulted in a net gain of $8 million.
Additionally, during 2021, Lumen Technologies (i) repaid at maturity approximately $2.8 billion of its consolidated debt obligations, which primarily included a $1.2 billion repayment at maturity of Lumen senior unsecured notes, a $97 million repayment at maturity of Qwest Capital Funding, Inc. senior notes and a $950 million repayment at maturity of Qwest Corporation senior notes, (ii) made $125 million of scheduled amortization payments under our term loans and (iii) made payments on its Revolving Credit Facility.
2020
During 2020, Lumen Technologies and its affiliates redeemed approximately $6.2 billion of their respective debt obligations, which primarily included $1.3 billion of Lumen Technologies credit agreement debt, $2.8 billion of Qwest Corporation senior notes, $78 million of Lumen Technologies senior notes and $2.0 billion of Level 3 Financing, Inc. senior notes. These transactions resulted in a net loss of $109 million, including the $67 million loss resulting from the modification of the Amended Credit Agreement discussed above.
Additionally, during 2020, Lumen Technologies (i) repaid at maturity $973 million aggregate principal amount of its outstanding senior notes and (ii) made $125 million of scheduled amortization payments under our term loans.
New Issuances
2021
On June 15, 2021, Lumen Technologies, Inc. issued $1.0 billion aggregate principal amount of 5.375% Senior Notes due 2029 (the "2029 Notes"). The net proceeds were used, together with cash on hand, to repay at maturity our outstanding $1.2 billion 6.450% Senior Notes, Series S, due 2021.
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-69 |
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On January 13, 2021, Level 3 Financing, Inc. issued $900 million aggregate principal amount of 3.750% Sustainability-Linked Senior Notes due 2029 (the "Sustainability-Linked Notes"). The net proceeds were used, together with cash on hand, to redeem $900 million of our outstanding senior note indebtedness. The Sustainability-Linked Notes are guaranteed by Level 3 Parent, LLC and Level 3 Communications, LLC.
2020
On November 27, 2020, Lumen Technologies, Inc. issued $1.0 billion of 4.500% Senior Notes due 2029. The proceeds from this offering were used to redeem outstanding senior notes of Qwest Corporation and reduce borrowings under the Revolving Credit Facility.
On August 12, 2020, Level 3 Financing, Inc., issued $840 million aggregate principal amount of its 3.625% Senior Notes due 2029 (the "2029 Notes"). Level 3 Financing, Inc. used the net proceeds from this offering to redeem certain of its outstanding senior note indebtedness. The 2029 Notes are guaranteed by Level 3 Parent, LLC and Level 3 Communications, LLC.
On June 15, 2020, Level 3 Financing, Inc., issued $1.2 billion aggregate principal amount of its 4.250% Senior Notes due 2028 (the "2028 Notes"). Level 3 Financing, Inc. used the net proceeds from this offering to redeem certain of its outstanding senior note indebtedness. The 2028 Notes are guaranteed by Level 3 Parent, LLC and Level 3 Communications, LLC.
On January 24, 2020, Lumen Technologies, Inc. issued $1.25 billion aggregate principal amount of its 4.000% Senior Secured Notes due 2027 (the “2027 Notes”). Lumen Technologies, Inc. used the net proceeds from this offering to repay a portion of the outstanding indebtedness under its Term Loan B facility. The 2027 Notes are guaranteed by each of Lumen’s domestic subsidiaries that guarantees Lumen's Amended Credit Agreement, subject to various exceptions and limitations. While the 2027 Notes are not secured by any of the assets of Lumen Technologies, Inc., certain of the note guarantees are secured by a first priority security interest in substantially all of the assets of such guarantors (including the stock of certain of their respective subsidiaries), which assets also secure obligations under the Amended Credit Agreement on a pari passu basis.
Interest Expense
Interest expense includes interest on total long-term debt. The following table presents the amount of gross interest expense, net of capitalized interest:
| | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | (Dollars in millions) |
| Interest expense: | | | | | |
| Gross interest expense | $ | 1,575 | | | 1,743 | | | 2,093 | |
| Capitalized interest | (53) | | | (75) | | | (72) | |
| Total interest expense | $ | 1,522 | | | 1,668 | | | 2,021 | |
Covenants
LUMEN TECHNOLOGIES, INC.
With respect to the Term Loan A and A-1 facilities and the Revolving Credit Facility, the Amended Credit Agreement requires us to maintain (i) a maximum total leverage ratio of not more than 4.75 to 1.00 and (ii) a minimum consolidated interest coverage ratio of at least 2.00 to 1.00, with such ratios being determined and calculated in the manner described in the Amended Credit Agreement.
The Amended Secured Credit Facilities contain various representations and warranties and extensive affirmative and negative covenants. Such covenants include, among other things and subject to certain significant exceptions, restrictions on our ability to declare or pay dividends, repurchase stock, repay certain other indebtedness, create liens, incur additional indebtedness, make investments, engage in transactions with our affiliates, dispose of assets and merge or consolidate with any other person.
The senior unsecured notes of Lumen Technologies, Inc. were issued under four separate indentures. These indentures restrict our ability to (i) incur, issue or create liens upon the property of Lumen Technologies, Inc. and (ii) consolidate with or merge into, or transfer or lease all or substantially all of our assets to any other party. These indentures do not contain any provisions that restrict the issuance of new securities in the event of a material adverse change to us. The senior secured notes of Lumen Technologies, Inc. were issued under a separate indenture that contains a more restrictive set of covenants. As indicated above under "Senior Notes", Lumen Technologies, Inc. will be required to offer to purchase certain of its long-term debt securities issued under its indentures under certain circumstances in connection with a "change of control" of Lumen Technologies, Inc.
LEVEL 3 COMPANIES
The term loan, senior secured notes and senior unsecured notes of Level 3 Financing, Inc. contain various representations and extensive affirmative and negative covenants. Such covenants include, among other things and subject to certain significant exceptions, restrictions on their ability to declare or pay dividends, repay certain other indebtedness, create liens, incur additional indebtedness, make investments, engage in transactions with their affiliates, dispose of assets and merge or consolidate with any other person. Also, as indicated above under "Senior Notes", Level 3 Financing, Inc. will be required to offer to repurchase or repay certain of its long-term debt under certain circumstances in connection with a "change of control" of Level 3 Financing or Level 3 Parent, LLC.
QWEST COMPANIES
Under its term loan, Qwest Corporation must maintain a debt to EBITDA (earnings before interest, taxes, depreciation and amortization) ratio of not more than 2.85 to 1.00, as determined and calculated in the manner described in the applicable term loan documentation. The term loan also contains a negative pledge covenant, which generally requires Qwest Corporation to secure equally and ratably any advances under the term loan if it pledges assets or permits liens on its property for the benefit of other debtholders.
The senior notes of Qwest Corporation were issued under indentures dated April 15, 1990 and October 15, 1999. These indentures contain restrictions on the incurrence of liens and the consummation of certain transactions substantially similar to the above-described covenants in Lumen's indentures (but contain no mandatory repurchase provisions). The senior notes of Qwest Capital Funding, Inc. were issued under an indenture dated June 29, 1998 containing terms substantially similar to those set forth in Qwest Corporation's indentures.
EMBARQ
Embarq's senior notes (which, as indicated above, were classified as held for sale at December 31, 2021) 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 also contains restrictions on the consummation of certain transactions substantially similar to Lumen’s above-described covenants (but without mandatory repurchase provision), as well as certain customary covenants to maintain properties and pay all taxes and lawful claims.
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-71 |
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IMPACT OF COVENANTS
The debt covenants applicable to Lumen Technologies, Inc. and its subsidiaries could have a material adverse impact on their ability to operate or expand their respective businesses, to pursue strategic transactions, or to otherwise pursue their plans and strategies. The covenants of the Level 3 companies may significantly restrict the ability of Lumen Technologies, Inc. to receive cash from the Level 3 companies, to distribute cash from the Level 3 companies to other of Lumen’s affiliated entities, or to enter into other transactions among Lumen’s wholly-owned entities.
Certain of the debt instruments of Lumen Technologies, Inc. and its subsidiaries contain cross payment default or 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.
The ability of Lumen Technologies, Inc. and its subsidiaries to comply with the financial covenants in their respective debt instruments could be adversely impacted by a wide variety of events, including unforeseen contingencies, many of which are beyond their control.
Compliance
As of December 31, 2021, Lumen Technologies, Inc. believes it and its subsidiaries were in compliance with the provisions and financial covenants in their respective material debt agreements in all material respects.
Guarantees
Lumen Technologies does not guarantee the debt of any unaffiliated parties, but, as noted above, as of December 31, 2021 certain of its largest subsidiaries guaranteed (i) its debt outstanding under its Amended Secured Credit Facilities, its senior secured notes and its $225 million letter of credit facility and (ii) the outstanding term loans or senior notes issued by certain other subsidiaries. As further noted above, several of the subsidiaries guaranteeing these obligations have pledged substantially all of their assets to secure their respective guarantees.
(8) ACCOUNTS RECEIVABLE
The following table presents details of our accounts receivable balances:
| | | | | | | | |
| | As of December 31, |
| | 2021 | 2020 |
| | (Dollars in millions) |
| Trade and purchased receivables | $ | 1,281 | | 1,717 | |
| Earned and unbilled receivables | 315 | | 345 | |
| Other | 62 | | 91 | |
| Total accounts receivable | 1,658 | | 2,153 | |
| Less: allowance for credit losses | (114) | | (191) | |
| Accounts receivable, less allowance | $ | 1,544 | | 1,962 | |
We are exposed to concentrations of credit risk from our customers. We generally do not require collateral to secure our receivable balances. We have agreements with other communications 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 communications 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 credit losses accounts:
| | | | | | | | | | | | | | |
| Beginning
Balance | Additions | Deductions | Ending
Balance |
| | (Dollars in millions) |
| 2021 | $ | 191 | | 105 | | (182) | | 114 | |
2020(1) | 106 | | 189 | | (104) | | 191 | |
| 2019 | 142 | | 145 | | (181) | | 106 | |
1On January 1, 2020, we adopted ASU 2016-13 "Measurement of Credit Losses on Financial Instruments" and recognized a cumulative adjustment to our accumulated deficit as of the date of adoption of $9 million, net of $2 million tax effect. This adjustment is included within "Deductions." See Note 6—Credit Losses on Financial Instruments for more information.
(9) PROPERTY, PLANT AND EQUIPMENT
Net property, plant and equipment is composed of the following:
| | | | | | | | | | | |
| | Depreciable
Lives | As of December 31, |
| | 2021 | 2020 |
| | | (Dollars in millions) |
| Land | N/A | $ | 751 | | 848 | |
Fiber, conduit and other outside plant(1) | 15-45 years | 15,366 | | 26,522 | |
Central office and other network electronics(2) | 3-10 years | 15,394 | | 20,692 | |
Support assets(3) | 3-30 years | 7,181 | | 8,261 | |
Construction in progress(4) | N/A | 1,474 | | 1,611 | |
| Gross property, plant and equipment | | 40,166 | | 57,934 | |
| Accumulated depreciation | | (19,271) | | (31,596) | |
| Net property, plant and equipment | | $ | 20,895 | | 26,338 | |
1Fiber, conduit and other outside plant consists of fiber and metallic cable, conduit, poles and other supporting structures. Fiber, conduit and other outside plant decreased as of December 31, 2021 compared to December 31, 2020 due to the retirement of a portion of our copper-based infrastructure being replaced with our Quantum Fiber infrastructure.
2Central office and other network electronics consists of circuit and packet switches, routers, transmission electronics and electronics providing service to customers.
3Support assets consist of buildings, cable landing stations, data centers, computers and other administrative and support equipment.
4Construction 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.
At December 31, 2021, we classified $5.1 billion of certain property, plant and equipment, net as held for sale and discontinued recording depreciation on these disposal groups. See Note 2—Planned Divestiture of the Latin American and ILEC Businesses for more information.
We recorded depreciation expense of $2.7 billion, $3.0 billion and $3.1 billion for the years ended December 31, 2021, 2020 and 2019, respectively.
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-73 |
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Asset Retirement Obligations
As of December 31, 2021 and 2020, 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.
Our fair value estimates were determined using the discounted cash flow method.
The following table provides asset retirement obligation activity:
| | | | | | | | | | | |
| | Years Ended December 31, |
| | 2021 | 2020 | 2019 |
| | (Dollars in millions) |
| Balance at beginning of year | $ | 199 | | 197 | | 190 | |
| Accretion expense | 10 | | 10 | | 11 | |
| Liabilities settled | (13) | | (8) | | (14) | |
| Change in estimate | (2) | | — | | 10 | |
Reclassified as held for sale(1) | (12) | | — | | — | |
| Balance at end of year | $ | 182 | | 199 | | 197 | |
1Represents the amounts reclassified as held for sale related to our planned divestitures. See Note 2—Planned Divestiture of the Latin American and ILEC Businesses.
The 2019 and 2021 changes in estimates referred to in the table above were offset against gross property, plant and equipment.
(10) SEVERANCE
Periodically, we reduce our workforce and accrue liabilities for the related severance costs. These workforce reductions result primarily from the progression or completion of our post-acquisition integration plans, increased competitive pressures, cost reduction initiatives, process improvements through automation and reduced workload demands due to reduced demand for certain services.
We report severance liabilities within accrued expenses and other liabilities - salaries and benefits in our consolidated balance sheets and report severance expenses in selling, general and administrative expenses in our consolidated statements of operations. As described in Note 17—Segment Information, we do not allocate these severance expenses to our segments.
Changes in our accrued liabilities for severance expenses were as follows:
| | | | | |
| Severance |
| | (Dollars in millions) |
| Balance at December 31, 2019 | $ | 89 | |
| Accrued to expense | 151 | |
| Payments, net | (137) | |
| Balance at December 31, 2020 | 103 | |
| Accrued to expense | 3 | |
| Payments, net | (70) | |
| Balance at December 31, 2021 | $ | 36 | |
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-75 |
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(11) EMPLOYEE BENEFITS
Pension, Post-Retirement and Other Post-Employment Benefits
We sponsor various defined benefit pension plans (qualified and non-qualified) which, in the aggregate, cover a substantial portion of our employees including legacy CenturyLink, legacy Level 3, legacy Qwest Communications International Inc. ("Qwest") and legacy Embarq employees. Pension benefits for participants of the Lumen Combined Pension Plan ("Combined Pension 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 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 certain eligible former employees. We use a December 31 measurement date for all our plans.
PENSION BENEFITS
United States funding laws require a company with a pension shortfall to fund the annual cost of benefits earned in addition to a seven-year amortization of the shortfall. Our funding policy for our Combined Pension Plan is to make contributions with the objective of accumulating ample assets to pay all qualified pension benefits when due under the terms of the plan. The accounting unfunded status of the Combined Pension Plan was $1.1 billion and $1.7 billion as of December 31, 2021 and 2020, respectively.
We made no voluntary cash contributions to the Combined Pension Plan in 2021 and 2020, respectively, and paid $5 million of benefits directly to participants of our non-qualified pension plans in 2021 and 2020, respectively.
Benefits paid by the Combined Pension Plan are paid through a trust that holds all of the Plan's assets. The amount of required contributions to the Combined Pension Plan in 2022 and beyond will depend on a variety of factors, most of which are beyond our control, including earnings on plan investments, prevailing interest rates, demographic experience, changes in plan benefits and changes in funding laws and regulations. Based on current laws and circumstances, we do not believe we are required to make any contributions to the Combined Pension Plan in 2022. We do not expect to make voluntary contributions to the trust for the Combined Pension Plan in 2022. We estimate that in 2022 we will pay $4 million of benefits directly to participants of our non-qualified pension plans.
We recognize in our consolidated balance sheets the funded status of the legacy Level 3 defined benefit post-retirement plans. The net unfunded status of these plans was $17 million and $33 million, as of December 31, 2021 and 2020, respectively. Additionally, as previously mentioned, we sponsor unfunded non-qualified pension plans for certain current and former highly-compensated employees. The net unfunded status of our non-qualified pension plans was $46 million and $51 million for the years ended December 31, 2021 and 2020, respectively. Due to the insignificant impact of these pension plans on our consolidated financial statements, we have predominantly excluded them from the remaining employee benefit disclosures in this Note, unless specifically stated.
POST-RETIREMENT BENEFITS
Our post-retirement benefit plans 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 benefits not paid by the trusts are funded by us and we expect to continue funding these post-retirement obligations as benefits are paid. The accounting unfunded status of our qualified post-retirement benefit plan was $2.8 billion and $3.0 billion as of December 31, 2021 and 2020, respectively.
Assets in the post-retirement trusts were substantially depleted as of December 31, 2016; as of December 31, 2019 the Company ceased to pay certain post-retirement benefits through the trusts. No contributions were made to the post-retirement trusts in 2021 nor 2020. Starting in 2020, benefits were paid directly by us with available cash. In 2021, we paid $203 million of post-retirement benefits, net of participant contributions and direct subsidies. In 2022, we currently expect to pay directly $217 million of post-retirement benefits, net of participant contributions and direct subsidies.
We expect our expected health care cost trend to range from 5.00% to 5.75% in 2022 and grading to 4.50% by 2025. Our post-retirement benefit cost, 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.
Expected Cash Flows
The Combined Pension Plan payments, post-retirement health care benefit payments and premiums, and life insurance premium payments are either distributed from plan assets or paid by us. 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.
| | | | | | | | | | | |
| Combined Pension Plan | Post-Retirement
Benefit Plans | Medicare Part D
Subsidy Receipts |
| | (Dollars in millions) |
| Estimated future benefit payments: | | | |
| 2022 | $ | 850 | | 220 | | (3) | |
| 2023 | 729 | | 216 | | (3) | |
| 2024 | 706 | | 211 | | (3) | |
| 2025 | 686 | | 206 | | (3) | |
| 2026 | 664 | | 200 | | (3) | |
| 2027 - 2031 | 2,978 | | 899 | | (10) | |
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-77 |
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Net Periodic Benefit Expense (Income)
We utilize a full yield curve approach in connection with estimating the service and interest components of net periodic benefit expense by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flow.
The actuarial assumptions used to compute the net periodic benefit expense for our Combined Pension Plan and post-retirement benefit plans are based upon information available as of the beginning of the year, as presented in the following table.
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| | Combined Pension Plan | | Post-Retirement Benefit Plans |
| | 2021 | 2020 | 2019 | | 2021 | 2020 | 2019 |
| Actuarial assumptions at beginning of year: | | | | | | | |
| Discount rate | 1.70% - 2.88% | 2.79% - 3.55% | 3.94% - 4.44% | | 1.58% - 2.60% | 1.69% - 3.35% | 3.84% - 4.38% |
| Rate of compensation increase | 3.25 | % | 3.25 | % | 3.25 | % | | N/A | N/A | N/A |
Expected long-term rate of return on plan assets(1) | 5.50 | % | 6.50 | % | 6.50 | % | | 4.00 | % | 4.00 | % | 4.00 | % |
| Initial health care cost trend rate | N/A | N/A | N/A | | 6.25% / 5.00% | 6.50% / 5.00% | 6.50% / 5.00% |
| Ultimate health care cost trend rate | N/A | N/A | N/A | | 4.50 | % | 4.50 | % | 4.50 | % |
| Year ultimate trend rate is reached | N/A | N/A | N/A | | 2025 | 2025 | 2025 |
N/A - Not applicable
1Rates are presented net of projected fees and administrative costs.
Net periodic benefit expense (income) for our Combined Pension Plan includes the following components:
| | | | | | | | | | | |
| | Combined Pension Plan
Years Ended December 31, |
| | 2021 | 2020 | 2019 |
| | (Dollars in millions) |
| Service cost | $ | 56 | | 59 | | 56 | |
| Interest cost | 201 | | 324 | | 436 | |
| Expected return on plan assets | (535) | | (593) | | (618) | |
| Settlement charges | 383 | | — | | — | |
| Special termination benefits charge | 6 | | 13 | | 6 | |
| Recognition of prior service credit | (9) | | (9) | | (8) | |
| Recognition of actuarial loss | 184 | | 202 | | 223 | |
| Net periodic pension expense (income) | $ | 286 | | (4) | | 95 | |
Net periodic benefit expense for our post-retirement benefit plans includes the following components:
| | | | | | | | | | | | | | | | | |
| | Post-Retirement Plans
Years Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | (Dollars in millions) |
| Service cost | $ | 14 | | | 14 | | | 15 | |
| Interest cost | 47 | | | 69 | | | 110 | |
| Expected return on plan assets | — | | | (1) | | | (1) | |
| Recognition of prior service cost | 15 | | | 16 | | | 16 | |
| Recognition of actuarial loss | 4 | | | — | | | — | |
| Curtailment loss | — | | | 8 | | | — | |
| Net periodic post-retirement benefit expense | $ | 80 | | | 106 | | | 140 | |
Service costs for our Combined Pension Plan and post-retirement benefit plans are included in the cost of services and products and selling, general and administrative line items on our consolidated statements of operations and all other costs listed above are included in other expense, net on our consolidated statements of operations for the years ended December 31, 2021, 2020 and 2019. Additionally, a portion of the service cost is also allocated to certain assets under construction, which are capitalized and reflected as part of property, plant and equipment in our consolidated balance sheets. As a result of ongoing efforts to reduce our workforce, we recognized one-time charges in 2021 of $6 million, in 2020 of $21 million and in 2019 of $6 million for curtailment and special termination benefit enhancements paid to certain eligible employees upon voluntary retirement.
Our pension plan contains provisions that allow us, from time to time, to offer lump sum payment options to certain former employees in settlement of their future retirement benefits. We record an accounting settlement charge, consisting of the recognition of certain deferred costs of the pension plan associated with these lump sum payments only if, in the aggregate, they exceed or are probable to exceed the sum of the annual service and interest costs for the plan’s net periodic pension benefit cost, which represents the settlement accounting threshold. The lump sum pension settlement payments for 2021 exceeded the settlement threshold. In addition, during the fourth quarter of 2021, we executed an annuity purchase contract with a third party insurer that triggered additional settlement activity (see “Pension Annuitization” section below for further information). As a result, we recognized a non-cash settlement charge of $383 million as of December 31, 2021 to accelerate the recognition of a portion of the previously unrecognized actuarial losses in the qualified pension plan, which is reflected in other expense, net in our consolidated statement of operations for the year ended December 31, 2021. This non-cash charge reduced our recorded net income and increased our recorded accumulated deficit, with an offset to accumulated other comprehensive loss in shareholders' equity for the year ended December 31, 2021. The amount of any future non-cash settlement charges after 2021 will be dependent on several factors, including the total amount of our future lump sum benefit payments.
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-79 |
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Benefit Obligations
The actuarial assumptions used to compute the funded status for the plans are based upon information available as of December 31, 2021 and 2020 and are as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Combined Pension Plan
December 31, | | Post-Retirement Benefit Plans
December 31, |
| | 2021 | | 2020 | | 2021 | | 2020 |
| Actuarial assumptions at end of year: | | | | | | | |
| Discount rate | 2.85 | % | | 2.43 | % | | 2.84 | % | | 2.40 | % |
| Rate of compensation increase | 3.25 | % | | 3.25 | % | | N/A | | N/A |
| Initial health care cost trend rate | N/A | | N/A | | 5.75% / 5.00% | | 6.25% / 5.00% |
| Ultimate health care cost trend rate | N/A | | N/A | | 4.50 | % | | 4.50 | % |
| Year ultimate trend rate is reached | N/A | | N/A | | 2025 | | 2025 |
N/A - Not applicable
In 2021, 2020 and 2019, we adopted the revised mortality tables and projection scales released by the Society of Actuaries, which increased the projected benefit obligation of our benefit plans by $37 million for 2021 and decreased the projected benefit obligation of our benefit plans by $3 million and $4 million for 2020 and 2019, respectively. The change in the projected benefit obligation of our benefit plans was recognized as part of the net actuarial loss and is included in accumulated other comprehensive loss, a portion of which is subject to amortization over the remaining estimated life of plan participants, which was approximately 8 years as of December 31, 2021.
The short-term and long-term interest crediting rates during 2021 for cash balance components of the Combined Pension Plan were 1.5% and 3.5%, respectively.
The following tables summarize the change in the benefit obligations for the Combined Pension Plan and post-retirement benefit plans:
| | | | | | | | | | | | | | | | | |
| | Combined Pension Plan
Years Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | (Dollars in millions) |
| Change in benefit obligation | | | | | |
| Benefit obligation at beginning of year | $ | 12,202 | | | 12,217 | | | 11,594 | |
| Service cost | 56 | | | 59 | | | 56 | |
| Interest cost | 201 | | | 324 | | | 436 | |
| Plan amendments | (13) | | | (3) | | | (9) | |
| Special termination benefits charge | 6 | | | 13 | | | 6 | |
| Actuarial (gain) loss | (337) | | | 749 | | | 1,249 | |
| Benefits paid from plan assets | (766) | | | (1,157) | | | (1,115) | |
| Settlement payments and annuity purchase | (1,671) | | | — | | | — | |
| Benefit obligation at end of year | $ | 9,678 | | | 12,202 | | | 12,217 | |
| | | | | | | | | | | | | | | | | |
| | Post-Retirement Benefit Plans
Years Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | (Dollars in millions) |
| Change in benefit obligation | | | | | |
| Benefit obligation at beginning of year | $ | 3,048 | | | 3,037 | | | 2,977 | |
| Service cost | 14 | | | 14 | | | 15 | |
| Interest cost | 47 | | | 69 | | | 110 | |
| Participant contributions | 41 | | | 46 | | | 52 | |
| Direct subsidy receipts | 3 | | | 6 | | | 7 | |
| Actuarial (gain) loss | (125) | | | 134 | | | 180 | |
| Curtailment loss | — | | | 4 | | | — | |
| Benefits paid by company | (247) | | | (255) | | | (300) | |
| Benefits paid from plan assets | — | | | (7) | | | (4) | |
| Benefit obligation at end of year | $ | 2,781 | | | 3,048 | | | 3,037 | |
Pension Annuitization
On October 19, 2021, we, as sponsor of the Combined Pension Plan, along with the Plan’s independent fiduciary, entered into an agreement committing the Plan to use a portion of its plan assets to purchase an annuity from an insurance company (the "Insurer") to transfer approximately $1.4 billion of the Plan’s pension liabilities. This agreement irrevocably transferred to the Insurer future Plan benefit obligations for approximately 22,600 U.S. Lumen participants (“Transferred Participants”) effective on December 31, 2021. This annuity transaction was funded entirely by existing Plan assets.
The Insurer assumed responsibility for administrative and customer service support, including distribution of payments to the Transferred Participants. Transferred Participants’ benefits were not reduced as a result of this transaction.
Plan Assets
We maintain plan assets for our Combined Pension Plan and certain post-retirement benefit plans. As previously noted, assets in the post-retirement benefit plan trusts were substantially depleted as of December 31, 2016. Fair value of post-retirement benefit plan assets of December 31, 2021, 2020 and 2019 was $5 million, $5 million and $13 million, respectively. Due to the insignificance of these assets on our consolidated financial statements, we have predominantly excluded them from the disclosures of plan assets in this Note, unless otherwise indicated.
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-81 |
| | |
The following table summarizes the change in the fair value of plan assets for the Combined Pension Plan:
| | | | | | | | | | | | | | | | | |
| | Combined Pension Plan
Years Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | (Dollars in millions) |
| Change in plan assets | | | | | |
| Fair value of plan assets at beginning of year | $ | 10,546 | | | 10,493 | | | 10,033 | |
| Return on plan assets | 422 | | | 1,210 | | | 1,575 | |
| Benefits paid from plan assets | (766) | | | (1,157) | | | (1,115) | |
| Settlement payments and annuity purchase | (1,671) | | | — | | | — | |
| Fair value of plan assets at end of year | $ | 8,531 | | | 10,546 | | | 10,493 | |
The expected rate of return on plan assets is the long-term rate of return we expect to earn on the plan's assets, net of administrative expenses paid from plan assets. It is determined annually based on the strategic asset allocation and the long-term risk and return forecast for each asset class.
Our investment objective for the Combined 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. We employ a liability-aware investment strategy designed to reduce the volatility of pension assets relative to pension liabilities. This strategy is evaluated frequently and is expected to evolve over time with changes in the funded status and other factors. Approximately 55% of plan assets is targeted to long-duration investment grade bonds and interest rate sensitive derivatives and 45% is targeted to diversified equity, fixed income and private market investments that are expected to outperform the liability with moderate funded status risk. At the beginning of 2022, our expected annual long-term rate of return on pension assets before consideration of administrative expenses is assumed to be 6.0%. Administrative expenses, including projected PBGC (Pension Benefit Guaranty Corporation) premiums reduce the annual long-term expected return net of administrative expenses to 5.5%.
Permitted investments: Plan assets are managed consistent with the restrictions set forth by the Employee Retirement Income Security Act of 1974, as amended.
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 14—Fair Value of Financial Instruments.
At December 31, 2021, we used the following valuation techniques to measure fair value for assets. There were no changes to these methodologies during 2021:
•Level 1—Assets were valued using the closing price reported in the active market in which the individual security was traded. U.S. Treasury securities are valued at the bid price reported in an active market in which the security is traded. Variation margin due from/(to) brokers is valued at the expected next day cash settlement amount.
•Level 2—Assets were valued using quoted prices in markets that are not active, broker dealer quotations, and other methods by which all significant inputs were observable at the measurement date. Fixed income 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, the new issue market for similar securities, secondary trading markets and dealer quotes. Option adjusted spread models are utilized to evaluate fixed income securities that have early redemption features. Derivative securities traded over the counter are valued based on gains or losses due to fluctuations in indices, interest rates, foreign currency exchange rates, security prices or other underlying factors. Repurchase agreements are valued based on expected settlement per the contract terms.
•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. Valuation methods may consider a range of factors, including estimates based on the assumptions of the investment entity or actuarial assumptions of insurers for valuing Group Annuity Contracts.
The plan's assets are invested in various asset categories utilizing multiple strategies and investment managers. Interests in commingled funds are fair valued using a practical expedient to the net asset value ("NAV") per unit (or its equivalent) 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 can be redeemed at NAV, with a frequency that includes, daily, monthly, quarterly, semi-annually and annually. These commingled funds include redemption notice periods between same day and 180 days. Investments in private funds, primarily limited partnerships, represent long-term commitments with a fixed maturity date and are also valued at NAV. The plan has unfunded commitments related to certain private fund investments, which in aggregate are not material to the plan. Valuation inputs for these private fund interests are generally based on assumptions and other information not observable in the market. Underlying investments held in funds are aggregated and are classified based on the fund mandate. Investments held in separate accounts are individually classified.
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-83 |
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The table below present the fair value of plan assets by category and the input levels used to determine those fair values at December 31, 2021. 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 Combined Pension Plan Assets at
December 31, 2021 |
| | Level 1 | | Level 2 | | Level 3 | | Total |
| | (Dollars in millions) |
| Assets | | | | | | | |
Investment grade bonds(a) | $ | 862 | | | 3,744 | | | — | | | 4,606 | |
High yield bonds(b) | — | | | 172 | | | 6 | | | 178 | |
Emerging market bonds(c) | 64 | | | 169 | | | — | | | 233 | |
U.S. stocks(d) | 330 | | | 3 | | | 5 | | | 338 | |
Non-U.S. stocks(e) | 256 | | | — | | | — | | | 256 | |
Multi-asset strategies(l) | 41 | | | — | | | — | | | 41 | |
Derivatives(m) | — | | | 1 | | | — | | | 1 | |
Cash equivalents and short-term investments(o) | 2 | | | 379 | | | — | | | 381 | |
| Total investments, excluding investments valued at NAV | $ | 1,555 | | | 4,468 | | | 11 | | | 6,034 | |
| Liabilities | | | | | | | |
Repurchase agreements(n) | $ | — | | | (193) | | | — | | | (193) | |
| Investments valued at NAV | | | | | | | 2,690 | |
| Total pension plan assets | | | | | | | $ | 8,531 | |
The table below present the fair value of plan assets by category and the input levels used to determine those fair values at December 31, 2020. 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 and accrued expenses.
| | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value of Combined Pension Plan Assets at
December 31, 2020 |
| Level 1 | | Level 2 | | Level 3 | | Total |
| (Dollars in millions) |
| Assets | | | | | | | |
Investment grade bonds(a) | $ | 726 | | | 4,066 | | | — | | | 4,792 | |
High yield bonds(b) | — | | | 262 | | | 6 | | | 268 | |
Emerging market bonds(c) | 218 | | | 172 | | | — | | | 390 | |
U.S. stocks(d) | 653 | | | — | | | 2 | | | 655 | |
Non-U.S. stocks(e) | 593 | | | 1 | | | — | | | 594 | |
Multi-asset strategies(l) | 199 | | | — | | | — | | | 199 | |
Cash equivalents and short-term investments(o) | — | | | 281 | | | — | | | 281 | |
| Total investments, excluding investments valued at NAV | $ | 2,389 | | | 4,782 | | | 8 | | | 7,179 | |
| Liabilities | | | | | | | |
Derivatives(m) | $ | — | | | (1) | | | — | | | (1) | |
| Investments valued at NAV | | | | | | | 3,368 | |
| Total pension plan assets | | | | | | | $ | 10,546 | |
The table below presents the fair value of plan assets valued at NAV by category for our Combined Pension Plan at December 31, 2021 and 2020.
| | | | | | | | | | | |
| | Fair Value of Plan Assets Valued at NAV |
| | Combined Pension Plan at
December 31, |
| 2021 | | 2020 |
| | (Dollars in millions) |
Investment grade bonds(a) | $ | 127 | | | 352 | |
High yield bonds(b) | 70 | | | 25 | |
U.S. stocks(d) | 71 | | | 192 | |
Non-U.S. stocks(e) | 398 | | | 308 | |
Emerging market stocks(f) | 11 | | | 81 | |
Private equity(g) | 348 | | | 283 | |
Private debt(h) | 495 | | | 505 | |
Market neutral hedge funds(i) | 141 | | | 222 | |
Directional hedge funds(j) | 241 | | | 254 | |
Real estate(k) | 420 | | | 543 | |
Multi-asset strategies(l) | 38 | | | 375 | |
Cash equivalents and short-term investments(o) | 330 | | | 228 | |
| Total investments valued at NAV | $ | 2,690 | | | 3,368 | |
Below is an overview of the asset categories and the underlying strategies used 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.
(b) High yield bonds represent investments in below investment grade fixed income securities as well as commingled high yield bond funds.
(c) Emerging market bonds represent investments in securities issued by governments and other entities located in emerging countries as well as registered mutual funds and commingled emerging market bond funds.
(d) U.S. stocks represent investments in stocks of U.S. based companies as well as commingled U.S. stock funds.
(e) Non-U.S. stocks represent investments in stocks of companies based in developed countries outside the U.S. as well as commingled funds.
(f) Emerging market stocks represent investments in commingled funds comprised of stocks of companies located in emerging markets.
(g) Private equity represents non-public investments in domestic and foreign buy out and venture capital funds. Private equity funds are primarily structured as limited partnerships and are valued according to the valuation policy of each partnership, subject to prevailing accounting and other regulatory guidelines.
(h) Private debt represents non-public investments in distressed or mezzanine debt funds and pension group insurance contracts.
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-85 |
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(i) 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.
(j) 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.
(k) Real estate represents investments in commingled funds and limited partnerships that invest in a diversified portfolio of real estate properties.
(l) Multi-asset strategies represent broadly diversified strategies that have the flexibility to tactically adjust exposures to different asset classes through time.
(m) Derivatives include exchange traded futures contracts as well as privately negotiated over the counter contracts. The market values represent gains or losses that occur due to differences between stated contract terms and fluctuations in underlying market instruments.
(n) Repurchase Agreements includes contracts where the security owner sells a security with the agreement to buy it back at a future date and price.
(o) 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.
Derivative instruments: Derivative instruments are used to reduce risk as well as provide return. The gross notional exposure of the derivative instruments directly held by the Combined Pension Plan is shown below. The notional amount of the derivatives corresponds to market exposure but does not represent an actual cash investment.
| | | | | | | | | | | |
| Gross Notional Exposure |
| Combined Pension Plan
Years Ended December 31, |
| 2021 | | 2020 |
| (Dollars in millions) |
| Derivative instruments: | | | |
| Exchange-traded U.S. equity futures | $ | 108 | | | 84 | |
| Exchange-traded Treasury and other interest rate futures | 1,688 | | | 1,033 | |
| Exchange-traded Foreign currency futures | 11 | | | 12 | |
| Exchange-traded EURO futures | 5 | | | 6 | |
| Interest rate swaps | 127 | | | 124 | |
| Credit default swaps | 132 | | | 43 | |
| Index swaps | 1,036 | | | 1,297 | |
| Foreign exchange forwards | 93 | | | 769 | |
| Options | 654 | | | 222 | |
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 plan.
The table below presents a rollforward of the Combined Pension Plan assets valued using Level 3 inputs:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Combined Pension Plan Assets Valued
Using Level 3 Inputs |
| | High
Yield
Bonds | | U.S. Stocks | | Private
Debt | | Total |
| | (Dollars in millions) |
| Balance at December 31, 2019 | $ | 5 | | | 1 | | | 16 | | | 22 | |
| Acquisitions (dispositions) | 1 | | | — | | | (17) | | | (16) | |
| Actual return on plan assets | — | | | 1 | | | 1 | | | 2 | |
| Balance at December 31, 2020 | 6 | | | 2 | | | — | | | 8 | |
| Actual return on plan assets | — | | | 3 | | | — | | | 3 | |
| Balance at December 31, 2021 | $ | 6 | | | 5 | | | — | | | 11 | |
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, 2021, the investment program produced actual gains on Combined Pension Plan assets of $422 million as compared to expected returns of $535 million, for a difference of $113 million. For the year ended December 31, 2020, the investment program produced actual gains on Combined Pension Plan assets of $1.2 billion as compared to the expected returns of $593 million, for a difference of $618 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.
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-87 |
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Unfunded Status
The following table presents the unfunded status of the Combined Pension Plan and post-retirement benefit plans:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Combined Pension Plan | | Post-Retirement
Benefit Plans |
| | Years Ended December 31, | | Years Ended December 31, |
| | 2021 | | 2020 | | 2021 | | 2020 |
| | (Dollars in millions) |
| Benefit obligation | $ | (9,678) | | | (12,202) | | | (2,781) | | | (3,048) | |
| Fair value of plan assets | 8,531 | | | 10,546 | | | 5 | | | 5 | |
| Unfunded status | (1,147) | | | (1,656) | | | (2,776) | | | (3,043) | |
| Current portion of unfunded status | — | | | — | | | (212) | | | (228) | |
| Non-current portion of unfunded status | $ | (1,147) | | | (1,656) | | | (2,564) | | | (2,815) | |
The current portion of our post-retirement benefit obligations is recorded on our consolidated balance sheets in accrued expenses and other current liabilities-salaries and benefits.
Accumulated Other Comprehensive Loss-Recognition and Deferrals
The following table presents cumulative items not recognized as a component of net periodic benefits expense as of December 31, 2020, items recognized as a component of net periodic benefits expense in 2021, additional items deferred during 2021 and cumulative items not recognized as a component of net periodic benefits expense as of December 31, 2021. 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, |
| | 2020 | | Recognition
of Net
Periodic
Benefits
Expense | | Deferrals | | Net
Change in
AOCL | | 2021 |
| | (Dollars in millions) |
| Accumulated other comprehensive (loss) income | | | | | | | | | |
| Pension plans: | | | | | | | | | |
| Net actuarial (loss) gain | $ | (2,993) | | | 186 | | | 243 | | | 429 | | | (2,564) | |
| Settlement charge | — | | | 383 | | | — | | | 383 | | | 383 | |
| Prior service benefit (cost) | 41 | | | (9) | | | 13 | | | 4 | | | 45 | |
| Deferred income tax benefit (expense) | 755 | | | (137) | | | (59) | | | (196) | | | 559 | |
| Total pension plans | (2,197) | | | 423 | | | 197 | | | 620 | | | (1,577) | |
| Post-retirement benefit plans: | | | | | | | | | |
| Net actuarial (loss) gain | (346) | | | 4 | | | 125 | | | 129 | | | (217) | |
| Prior service (cost) benefit | (20) | | | 15 | | | — | | | 15 | | | (5) | |
| Curtailment loss | 4 | | | — | | | — | | | — | | | 4 | |
| Deferred income tax benefit (expense) | 90 | | | (5) | | | (31) | | | (36) | | | 54 | |
| Total post-retirement benefit plans | (272) | | | 14 | | | 94 | | | 108 | | | (164) | |
| Total accumulated other comprehensive (loss) income | $ | (2,469) | | | 437 | | | 291 | | | 728 | | | (1,741) | |
| | | | | | | | |
| | |
| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-89 |
| | |
The following table presents cumulative items not recognized as a component of net periodic benefits expense as of December 31, 2019, items recognized as a component of net periodic benefits expense in 2020, additional items deferred during 2020 and cumulative items not recognized as a component of net periodic benefits expense as of December 31, 2019. 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, |
| | 2019 | | Recognition
of Net
Periodic
Benefits
Expense | | Deferrals | | Net
Change in
AOCL | | 2020 |
| | (Dollars in millions) |
| Accumulated other comprehensive (loss) income | | | | | | | | | |
| Pension plans: | | | | | | | | | |
| Net actuarial (loss) gain | $ | (3,046) | | | 203 | | | (150) | | | 53 | | | (2,993) | |
| Prior service benefit (cost) | 47 | | | (9) | | | 3 | | | (6) | | | 41 | |
| Deferred income tax benefit (expense) | 770 | | | (47) | | | 32 | | | (15) | | | 755 | |
| Total pension plans | (2,229) | | | 147 | | | (115) | | | 32 | | | (2,197) | |
| Post-retirement benefit plans: | | | | | | | | | |
| Net actuarial (loss) gain | (175) | | | — | | | (171) | | | (171) | | | (346) | |
| Prior service (cost) benefit | (71) | | | 16 | | | 35 | | | 51 | | | (20) | |
| Curtailment loss | — | | | 4 | | | — | | | 4 | | | 4 | |
| Deferred income tax benefit (expense) | 62 | | | (5) | | | 33 | | | 28 | | | 90 | |
| Total post-retirement benefit plans | (184) | | | 15 | | | (103) | | | (88) | | | (272) | |
| Total accumulated other comprehensive (loss) income | $ | (2,413) | | | 162 | | | (218) | | | (56) | | | (2,469) | |
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
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 expense for current employees was $309 million, $307 million and $381 million for the years ended December 31, 2021, 2020 and 2019, respectively. Union-represented employee benefits are based on negotiated collective bargaining agreements. Employees contributed $120 million, $133 million, $148 million for the years ended December 31, 2021, 2020 and 2019, respectively. Our group basic life insurance plans are fully insured and the premiums are paid by us.
401(K) PLANS
We sponsor a qualified defined contribution plan covering substantially all of our U.S. employees. Under this plan, employees may contribute a percentage of their annual compensation up to certain maximums, as defined by the plan and by the Internal Revenue Service. Currently, we match a percentage of employee contributions in cash. At December 31, 2021 and 2020, the assets of the plan included approximately 10 million and 11 million shares of our common stock, respectively, all of which were the result of the combination of previous employer match and participant directed contributions. We recognized expenses related to this plan of $96 million, $101 million and $113 million for the years ended December 31, 2021, 2020 and 2019, respectively.
DEFERRED COMPENSATION PLANS
We sponsored non-qualified deferred compensation plans for various groups that included certain of our current and former highly compensated employees. The value of liabilities related to these plans was not significant.
SUBSEQUENT EVENT
As of January 1, 2022, a new pension plan (the "Lumen Pension Plan") was spun off from the Lumen Combined Pension Plan in anticipation of the sale of the ILEC business, as described further in Note 2—Planned Divestiture of the Latin American and ILEC Businesses. The Lumen Pension Plan covers approximately 2,500 active plan participants along with 19,000 other participants, resulting in a pension benefit obligation of $2.5 billion and assets of $2.2 billion allocated to the Lumen Pension Plan. In addition, the December 31, 2021 actuarial (loss) gain and prior service cost included in accumulated other comprehensive loss was allocated to the Lumen Pension Plan or the Lumen Combined Pension Plan. The amounts allocated to the Lumen Pension Plan are subject to adjustment up to the closing of the sale of the ILEC business. We will recognize pension costs related to both plans during 2022 until the sale of the ILEC business, at which time balances related to the Lumen Pension Plan will be included in the calculation of our gain on the sale of the business.
(12) STOCK-BASED COMPENSATION
We maintain an equity incentive program that allows our Board of Directors (through its Compensation Committee or a senior officer acting under delegated authority) to grant incentives to certain employees and outside directors in one or more 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. There was an insignificant amount of outstanding stock options as of December 31, 2020 and none as of December 31, 2021.
Restricted Stock Awards and Restricted Stock Unit Awards
For equity based restricted stock and restricted stock unit awards that contain only service conditions for vesting (time-based awards), we calculate the award fair value based on the closing price of Lumen Technologies common stock on the accounting grant date. We also grant equity-based awards that contain service conditions as well as additional market or performance conditions. For awards having both service and market conditions, the award fair value is calculated using Monte-Carlo simulations. Awards with service as well as market or performance conditions specify a target number of shares for the award, although each recipient ultimately has the opportunity to receive between 0% and 200% of the target number of shares. For awards with service and market conditions, the percentage received is based on our total shareholder return over the three-year service period versus that of selected peer companies. For awards with service and performance conditions, the percentage received depends upon the attainment of one or more financial performance targets during the two- or three-year service period.
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-91 |
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The following table summarizes activity involving restricted stock and restricted stock unit awards for the year ended December 31, 2021:
| | | | | | | | | | | |
| Number of
Shares | | Weighted-
Average
Grant Date
Fair Value |
| | (in thousands) | | |
| Non-vested at December 31, 2020 | 21,508 | | | $ | 12.37 | |
| Granted | 13,908 | | | 13.95 | |
| Vested | (11,161) | | | 13.56 | |
| Forfeited | (1,828) | | | 12.58 | |
| Non-vested at December 31, 2021 | 22,427 | | | 12.74 | |
During 2021, we granted 13.9 million shares of restricted stock and restricted stock unit awards at a weighted-average price of $13.95. During 2020, we granted 17.8 million shares of restricted stock and restricted stock unit awards at a weighted-average price of $12.08. During 2019, we granted 9.8 million shares of restricted stock and restricted stock unit awards at a weighted-average price of $12.41. The total fair value of restricted stock that vested during 2021, 2020 and 2019, was $139 million, $126 million and $118 million, respectively. We do not estimate forfeitures, but recognize them as they occur.
Compensation Expense and Tax Benefit
We recognize compensation expense related to our market and performance stock-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 stock-based payment arrangements for the years ended December 31, 2021, 2020 and 2019, was $120 million, $175 million and $162 million, respectively. Our tax benefit recognized in the consolidated statements of operations for our stock-based payment arrangements for the years ended December 31, 2021, 2020 and 2019, was $29 million, $43 million and $39 million, respectively. At December 31, 2021, there was $147 million of total unrecognized compensation expense related to our stock-based payment arrangements, which we expect to recognize over a weighted-average period of 1.5 years.
(13) EARNINGS (LOSS) PER COMMON SHARE
Basic and diluted earnings (loss) per common share for the years ended December 31, 2021, 2020 and 2019 were calculated as follows:
| | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | (Dollars in millions, except per share
amounts, shares in thousands) |
| Income (Loss) (Numerator) | | | | | |
| Net Income (Loss) | $ | 2,033 | | | (1,232) | | | (5,269) | |
| Net income (loss) applicable to common stock for computing basic earnings (loss) per common share | 2,033 | | | (1,232) | | | (5,269) | |
| Net income (loss) as adjusted for purposes of computing diluted earnings (loss) per common share | $ | 2,033 | | | (1,232) | | | (5,269) | |
| Shares (Denominator): | | | | | |
| Weighted average number of shares: | | | | | |
| Outstanding during period | 1,077,393 | | | 1,096,284 | | | 1,088,730 | |
| Non-vested restricted stock | (17,852) | | | (17,154) | | | (17,289) | |
| Weighted average shares outstanding for computing basic earnings (loss) per common share | 1,059,541 | | | 1,079,130 | | | 1,071,441 | |
| Incremental common shares attributable to dilutive securities: | | | | | |
| Shares issuable under convertible securities | 10 | | | — | | | — | |
| Shares issuable under incentive compensation plans | 7,227 | | | — | | | — | |
| Number of shares as adjusted for purposes of computing diluted earnings (loss) per common share | 1,066,778 | | | 1,079,130 | | | 1,071,441 | |
| Basic earnings (loss) per common share | $ | 1.92 | | | (1.14) | | | (4.92) | |
Diluted earnings (loss) per common share(1) | $ | 1.91 | | | (1.14) | | | (4.92) | |
1For the years ended December 31, 2020 and December 31, 2019, we excluded from the calculation of diluted loss per share 5.3 million shares and 3.0 million shares, respectively, potentially issuable under incentive compensation plans or convertible securities, as their effect, if included, would have been
anti-dilutive.
Our calculation of diluted earnings (loss) per common share excludes 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. We also exclude unvested restricted stock awards that are antidilutive as a result of unrecognized compensation cost. Such shares were 3.2 million, 3.2 million and 6.8 million for 2021, 2020 and 2019, respectively.
(14) FAIR VALUE OF FINANCIAL INSTRUMENTS
Our financial instruments consist of cash, cash equivalents, restricted cash, accounts receivable, accounts payable, long-term debt, excluding finance lease and other obligations, interest rate swap contracts and certain investments. Due primarily to their short-term nature, the carrying amounts of our cash, cash equivalents, restricted cash, 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 FASB.
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-93 |
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We determined the fair values of our long-term debt, including the current portion, based on quoted market prices where available or, if not available, based on inputs other than quoted market prices in active markets that are either directly or indirectly observable such as 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 financial liabilities as of December 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | As of December 31, 2021 | | As of December 31, 2020 |
| | | Input
Level | | Carrying
Amount | | Fair Value | | Carrying
Amount | | Fair Value |
| | | | | (Dollars in millions) |
Long-term debt, excluding finance lease and other obligations(1) | | 2 | | | $ | 28,635 | | | 29,221 | | | 31,542 | | | 33,217 | |
| Interest rate swap contracts (see Note 15) | | 2 | | | 25 | | | 25 | | | 107 | | | 107 | |
1As of December 31, 2021, these amounts exclude $1.4 billion of carrying amount and $1.6 billion of fair value of debt that has been reclassified as held for sale. See Note 2—Planned Divestiture of the Latin American and ILEC Businesses for more information.
Investment Held at Net Asset Value
We hold an investment in a limited partnership that functions as holding company for a portion of the colocation and data center business that we divested in 2017. The limited partnership solely holds investments in those entities and has sole discretion as to the amount and timing of distributions of the underlying assets. Our investment did not have a readily determinable fair value as of December 31, 2020. As such, our investment in the limited partnership was previously accounted for under the cost method of accounting. As of December 31, 2021, the underlying investments held by the limited partnership began trading in active markets and as such, we elected to account for our investment in the limited partnership using net asset value ("NAV") as a practical expedient. As of December 31, 2021 the limited partnership is subject to a lock-up agreement that restricts the sale of certain underlying assets. The restriction is set to terminate in 2022.
| | | | | | | | | | | |
| As of December 31, 2021 | | As of December 31, 2020 |
| NAV | | Cost |
| (Dollars in millions) |
Investment in limited partnership(1) | $ | 299 | | | 161 | |
1For the year ended December 31, 2021, we recognized $138 million of gain on investment, reflected in other expense, net in our consolidated statement of operations for the year ended December 31, 2021.
(15) DERIVATIVE FINANCIAL INSTRUMENTS
From time to time, we use derivative financial instruments, primarily interest rate swaps, to manage our exposure to fluctuations in interest rates. Our primary objective in managing interest rate risk is to decrease the volatility of our earnings and cash flows affected by changes in the underlying rates. We have floating rate long-term debt (see Note 7—Long-Term Debt and Credit Facilities). These obligations expose us to variability in interest payments due to changes in interest rates. If interest rates increase, our interest expense increases. Conversely, if interest rates decrease, our interest expense also decreases. We have designated our currently outstanding interest rate swap agreements as cash flow hedges. As described further below, under these hedges, we receive variable-rate amounts from a counterparty in exchange for us making fixed-rate payments over the lives of the agreements without exchange of the underlying notional amount. The change in the fair value of the interest rate swap agreements is reflected in accumulated other comprehensive income ("AOCI") and, as described below, is subsequently reclassified into earnings in the period that the hedged transaction affects earnings by virtue of qualifying as effective cash flow hedges. We do not use derivative financial instruments for speculative purposes.
In February 2019, we entered into five variable-to-fixed interest rate swap agreements to hedge the interest payments on $2.5 billion notional amount of floating rate debt. The five interest rate swap agreements are with different counterparties; one for $700 million and the other four for $450 million each. The transactions were effective beginning March 31, 2019 and mature March 31, 2022. Under the terms of these interest rate swap transactions, we receive interest payments based on one month floating LIBOR terms and pay interest at the fixed rate of 2.48%.
In June 2019, we entered into six variable-to-fixed interest rate swap agreements to hedge the interest payments on $1.5 billion notional amount of floating rate debt. The six interest rate swap agreements are with different counterparties for $250 million each. The transactions were effective beginning June 30, 2019 and mature June 30, 2022. Under the terms of these interest rate swap transactions, we receive interest payments based on one month floating LIBOR terms and pay interest at the fixed rate of 1.58%.
As of December 31, 2021, 2020 and 2019, we evaluated the effectiveness of our hedges quantitatively and determined that hedges in effect on such dates qualified as effective hedge relationships.
We may be exposed to credit-related losses in the event of non-performance by counterparties. The counterparties to any of the financial derivatives we enter into are major institutions with investment grade credit ratings. We evaluate counterparty credit risk before entering into any hedge transaction and continue to closely monitor the financial market and the risk that our counterparties will default on their obligations as part of our quarterly qualitative effectiveness evaluation.
Amounts accumulated in AOCI related to derivatives are indirectly recognized in earnings as periodic settlement payments are made throughout the term of the swaps.
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-95 |
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The table below presents the fair value of our derivative financial instruments as well as their classification on the consolidated balance sheets at December 31, 2021 and December 31, 2020 as follows (in millions):
| | | | | | | | | | | | | | |
| | December 31, 2021 | | December 31, 2020 |
| Derivatives designated as | Balance Sheet Location | Fair Value |
| Cash flow hedging contracts | Other current and noncurrent liabilities | $ | 25 | | | 107 | |
The amount of unrealized losses recognized in AOCI consists of the following (in millions):
| | | | | | | | | | | | | | | | | |
| Derivatives designated as hedging instruments | 2021 | | 2020 | | 2019 |
| Cash flow hedging contracts | | | | | |
| Years Ended December 31, | $ | 1 | | | 115 | | | 53 | |
The amount of realized losses reclassified from AOCI to the statement of operations consists of the following (in millions):
| | | | | | | | | | | | | | | | | |
| Derivatives designated as hedging instruments | 2021 | | 2020 | | 2019 |
| Cash flow hedging contracts | | | | | |
| Years Ended December 31, | $ | 83 | | | 62 | | | 2 | |
Amounts currently included in AOCI will be reclassified into earnings prior to the ongoing settlements of these cash flow hedging contracts on March 31, 2022 or June 30, 2022. We estimate that $25 million of net losses on the interest rate swaps (based on the estimated LIBOR curve as of December 31, 2021) will be reflected in our consolidated statements of operations within the next 12 months.
(16) INCOME TAXES
The components of the income tax expense are as follows:
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2021 | | 2020 | | 2019 |
| (Dollars in millions) |
| Income tax expense: | | | | | |
| Federal | | | | | |
| Current | $ | 5 | | | 5 | | | 7 | |
| Deferred | 514 | | | 338 | | | 376 | |
| State | | | | | |
| Current | 42 | | | 50 | | | 15 | |
| Deferred | 72 | | | 55 | | | 81 | |
| Foreign | | | | | |
| Current | 23 | | | 29 | | | 35 | |
| Deferred | 12 | | | (27) | | | (11) | |
| Total income tax expense | $ | 668 | | | 450 | | | 503 | |
| | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2021 | | 2020 | | 2019 |
| (Dollars in millions) |
| Income tax expense was allocated as follows: | | | | | |
| Income tax expense in the consolidated statements of operations: | | | | | |
| Attributable to income | $ | 668 | | | 450 | | | 503 | |
| Stockholders' equity: | | | | | |
| Tax effect of the change in accumulated other comprehensive loss | $ | 222 | | | 17 | | | (62) | |
The following is a reconciliation from the statutory federal income tax rate to our effective income tax rate:
| | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | (Percentage of pre-tax income (loss)) |
| Statutory federal income tax rate | 21.0 | % | | 21.0 | % | | 21.0 | % |
| State income taxes, net of federal income tax benefit | 3.3 | % | | (10.8) | % | | (1.6) | % |
| Goodwill impairment | — | % | | (71.0) | % | | (28.6) | % |
| Change in liability for unrecognized tax position | 0.1 | % | | (0.6) | % | | (0.2) | % |
| Legislative changes to GILTI | — | % | | 1.8 | % | | — | % |
| Nondeductible executive stock compensation | 0.2 | % | | (1.6) | % | | (0.1) | % |
| Change in valuation allowance | — | % | | 2.6 | % | | — | % |
| Net foreign income taxes | 0.6 | % | | (0.6) | % | | (0.5) | % |
| Research and development credits | (0.5) | % | | 1.6 | % | | 0.1 | % |
| Other, net | — | % | | 0.1 | % | | (0.7) | % |
| Effective income tax rate | 24.7 | % | | (57.5) | % | | (10.6) | % |
The effective tax rate for the year ended December 31, 2020 includes a $555 million unfavorable impact of non-deductible goodwill impairments, a $14 million favorable impact in tax regulations passed in 2020 allowing a high tax exception related to our tax exposure of Global Intangible Low-Taxed Income ("GILTI"), as well as a $20 million benefit related to the release of previously established valuation allowances against capital losses. The effective tax rate for the year ended December 31, 2019 reflects a $1.4 billion unfavorable impact of non-deductible goodwill impairments.
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-97 |
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The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities were as follows:
| | | | | | | | | | | |
| | As of December 31, |
| | 2021 | | 2020 |
| | (Dollars in millions) |
| Deferred tax assets | | | |
| Post-retirement and pension benefit costs | $ | 978 | | | 1,164 | |
| Net operating loss carryforwards | 2,463 | | | 3,138 | |
| Other employee benefits | 96 | | | 119 | |
| Other | 554 | | | 604 | |
| Gross deferred tax assets | 4,091 | | | 5,025 | |
| Less valuation allowance | (1,566) | | | (1,538) | |
| Net deferred tax assets | 2,525 | | | 3,487 | |
| Deferred tax liabilities | | | |
| Property, plant and equipment, primarily due to depreciation differences | (3,941) | | | (3,882) | |
| Goodwill and other intangible assets | (2,473) | | | (2,755) | |
| Gross deferred tax liabilities | (6,414) | | | (6,637) | |
| Net deferred tax liability | $ | (3,889) | | | (3,150) | |
Of the $3.9 billion and $3.2 billion net deferred tax liability at December 31, 2021 and 2020, respectively, $4.0 billion and $3.3 billion is reflected as a long-term liability and $160 million and $191 million is reflected as a net noncurrent deferred tax asset, in other, net on our consolidated balance sheets at December 31, 2021 and 2020, respectively.
At December 31, 2021, we had federal NOLs of $2.9 billion, net of limitations of Section 382 of the Internal Revenue Code ("Section 382") and uncertain tax positions, for U.S. federal income tax purposes. If unused, the NOLs will expire between 2026 and 2037. The U.S. federal net operating loss carryforwards expire as follows:
| | | | | | | | |
| | | Expiring
December 31, | Amount
(Dollars in millions) |
| | | 2026 | $ | 741 | |
| | | 2027 | 375 | |
| | | 2028 | 637 | |
| | | 2029 | 645 | |
| | | 2030 | 668 | |
| | | 2031 | 733 | |
| | | 2032 | 348 | |
| | | 2033 | 238 | |
| | | 2037 | 2,976 | |
| | | NOLs per return | 7,361 | |
| | | Uncertain tax positions | (4,457) | |
| | | Financial NOLs | $ | 2,904 | |
We expect to use substantially all of these tax attributes to reduce our future federal tax liabilities, although the timing of that use will depend upon our future earnings and future tax circumstances.
At December 31, 2021 we had state net operating loss carryforwards of $16 billion (net of uncertain tax positions). We also had foreign NOL carryforwards of $6 billion. Our acquisitions of Level 3, Qwest and SAVVIS, Inc. caused "ownership changes" within the meaning of Section 382 for the acquired companies. As a result, our ability to use these NOLs and tax credits are subject to annual limits imposed by Section 382.
We establish valuation allowances when necessary to reduce the deferred tax assets to amounts we expect to realize. As of December 31, 2021, a valuation allowance of $1.6 billion was established as it is more likely than not that this amount of net operating loss, capital loss and tax credit carryforwards will not be utilized prior to expiration. Our valuation allowance at December 31, 2021 and 2020 is primarily related to foreign and state NOL carryforwards. This valuation allowance increased by $28 million during 2021, primarily due to the impact of adjustments related to the planned divestiture of our Latin American business.
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 2021 and 2020 is as follows:
| | | | | | | | | | | |
| 2021 | | 2020 |
| | (Dollars in millions) |
| Unrecognized tax benefits at beginning of year | $ | 1,474 | | | 1,538 | |
| Increase in tax positions of the current year netted against deferred tax assets | 1 | | | 18 | |
| Increase in tax positions of prior periods netted against deferred tax assets | — | | | 5 | |
| Decrease in tax positions of the current year netted against deferred tax assets | (101) | | | (86) | |
| Decrease in tax positions of prior periods netted against deferred tax assets | (1) | | | (5) | |
| Increase in tax positions taken in the current year | 4 | | | 4 | |
| Increase in tax positions taken in the prior year | 2 | | | 1 | |
| Decrease due to payments/settlements | (3) | | | (1) | |
| Decrease from the lapse of statute of limitations | (1) | | | — | |
| Unrecognized tax benefits at end of year | $ | 1,375 | | | 1,474 | |
The total amount (including both interest and any related federal benefit) of unrecognized tax benefits that, if recognized, would impact the effective income tax rate was $273 million and $267 million at December 31, 2021 and 2020, 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 $24 million and $23 million at December 31, 2021 and 2020, respectively.
We, or at least one of our subsidiaries, file income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. With few exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2002. The Internal Revenue Service and state and local taxing authorities reserve the right to audit any period where net operating loss carryforwards are available.
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 $3 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.
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-99 |
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(17) SEGMENT INFORMATION
In early 2021, Jeff Storey, our chief executive officer, who serves as chief operating decision maker ("CODM"), made changes to our segment and customer-facing sales channel reporting categories to align with operational changes designed to better support our customers. Since these changes, we have reported two segments: Business and Mass Markets. The Business segment includes four sales channels: International and Global Accounts, Large Enterprise, Mid-Market Enterprise and Wholesale. These changes also include both the creation of new product categories and the realignment of products and services within previously reported product categories to better reflect product life cycles and our go-to-market approach. For Business segment revenue, we report the following product categories: Compute and Application Services, IP and Data Services, Fiber Infrastructure Services and Voice and Other, in each case through the sales channels outlined above. For Mass Markets segment revenue, we report the following product categories: Consumer Broadband, SBG Broadband, Voice and Other and CAF II. See detailed descriptions of these product and service categories in Note 4—Revenue Recognition.
As described in more detail below, our segments are managed based on the direct costs of providing services to their customers and directly associated selling, general and administrative costs (primarily salaries and commissions). Shared costs are managed separately and included in "Operations and Other" in the tables below. As referenced above, we reclassified certain prior period amounts to conform to the current period presentation. See Note 1—Background and Summary of Significant Accounting Policies for additional detail on these changes.
At December 31, 2021, we had the following two reportable segments:
•Business Segment: Under our Business segment, we provide our products and services under four distinct sales channels to meet the needs of our enterprise and commercial customers; and
•Mass Markets Segment: Under our Mass Markets segment, we provide products and services to consumer and small business customers.
The following tables summarize our segment results for 2021, 2020 and 2019 based on the segment categorization we were operating under at December 31, 2021.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2021 |
| Business | | Mass
Markets | | Total
Segments | | Operations
and Other | | Total |
| (Dollars in millions) |
| Revenue: | $ | 14,119 | | | 5,568 | | | 19,687 | | | — | | | 19,687 | |
| Expenses: | | | | | | | | | |
| Cost of services and products | 3,484 | | | 152 | | | 3,636 | | | 4,852 | | | 8,488 | |
| Selling, general and administrative | 1,189 | | | 530 | | | 1,719 | | | 1,176 | | | 2,895 | |
| Less: stock-based compensation | — | | | — | | | — | | | (120) | | | (120) | |
| Total expense | 4,673 | | | 682 | | | 5,355 | | | 5,908 | | | 11,263 | |
| Total adjusted EBITDA | $ | 9,446 | | | 4,886 | | | 14,332 | | | (5,908) | | | 8,424 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2020 |
| Business | | Mass
Markets | | Total
Segments | | Operations and
Other | | Total |
| (Dollars in millions) |
| Revenue: | $ | 14,817 | | | 5,895 | | | 20,712 | | | — | | | 20,712 | |
| Expenses: | | | | | | | | | |
| Cost of services and products | 3,649 | | | 203 | | | 3,852 | | | 5,082 | | | 8,934 | |
| Selling, general and administrative | 1,269 | | | 574 | | | 1,843 | | | 1,621 | | | 3,464 | |
| Less: stock-based compensation | — | | | — | | | — | | | (175) | | | (175) | |
| Total expense | 4,918 | | | 777 | | | 5,695 | | | 6,528 | | | 12,223 | |
| Total adjusted EBITDA | $ | 9,899 | | | 5,118 | | | 15,017 | | | (6,528) | | | 8,489 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2019 |
| Business | | Mass
Markets | | Total
Segments | | Operations and
Other | | Total |
| (Dollars in millions) |
| Revenue: | $ | 15,239 | | | 6,219 | | | 21,458 | | | — | | | 21,458 | |
| Expenses: | | | | | | | | | |
| Cost of services and products | 3,598 | | | 214 | | | 3,812 | | | 5,322 | | | 9,134 | |
| Selling, general and administrative | 1,364 | | | 630 | | | 1,994 | | | 1,721 | | | 3,715 | |
| Less: stock-based compensation | — | | | — | | | — | | | (162) | | | (162) | |
| Total expense | 4,962 | | | 844 | | | 5,806 | | | 6,881 | | | 12,687 | |
| Total adjusted EBITDA | $ | 10,277 | | | 5,375 | | | 15,652 | | | (6,881) | | | 8,771 | |
Revenue and Expenses
Our segment revenue includes all revenue from our two segments as described in more detail above. Our segment revenue is based upon each customer's classification. We report our segment revenue based upon all services provided to that segment's customers. Our segment expenses include specific cost of service 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. We have not allocated assets or debt to specific segments.
The following items are excluded from our segment results, because they are centrally managed and not monitored by or reported to our CODM by segment:
•network expenses not incurred as a direct result of providing services and products to segment customers;
•centrally managed expenses such as Finance, Human Resources, Legal, Marketing, Product Management and IT, which are reported as "Other operating expenses" in the table below;
•depreciation and amortization expense;
•goodwill or other impairments;
•interest expense;
•stock-based compensation; and
•other income and expense items are not monitored as a part of our segment operations.
| | | | | | | | |
| | |
| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-101 |
| | |
The following table reconciles total segment adjusted EBITDA to net income (loss) for the years ended December 31, 2021, 2020 and 2019:
| | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | (Dollars in millions) |
| Total segment adjusted EBITDA | $ | 14,332 | | | 15,017 | | | 15,652 | |
| Depreciation and amortization | (4,019) | | | (4,710) | | | (4,829) | |
| Goodwill impairment | — | | | (2,642) | | | (6,506) | |
| Operations and other expenses | (5,908) | | | (6,528) | | | (6,881) | |
| Stock-based compensation | (120) | | | (175) | | | (162) | |
| Operating income (loss) | 4,285 | | | 962 | | | (2,726) | |
| Total other expense, net | (1,584) | | | (1,744) | | | (2,040) | |
| Income (loss) before income taxes | 2,701 | | | (782) | | | (4,766) | |
| Income tax expense | 668 | | | 450 | | | 503 | |
| Net income (loss) | $ | 2,033 | | | (1,232) | | | (5,269) | |
We do not have any single customer that comprises more than 10% of our consolidated total operating revenue.
The assets we hold outside of the U.S. represent less than 10% of our total assets. Revenue from sources outside of the U.S. comprises less than 10% of our total operating revenue.
(18) COMMITMENTS, CONTINGENCIES AND OTHER ITEMS
We are subject to various claims, legal proceedings and other contingent liabilities, including the matters described below, which individually or in the aggregate could materially affect our financial condition, future results of operations or cash flows. As a matter of course, we are prepared to both litigate these matters to judgment as needed, as well as to evaluate and consider reasonable settlement opportunities.
Irrespective of its merits, litigation may be both lengthy and disruptive to our operations and could cause significant expenditure and diversion of management attention. We review our litigation accrual liabilities on a quarterly basis, but in accordance with applicable accounting guidelines only establish accrual liabilities when losses are deemed probable and reasonably estimable and only revise previously-established accrual liabilities when warranted by changes in circumstances, in each case based on then-available information. As such, as of any given date we could have exposure to losses under proceedings as to which no liability has been accrued or as to which the accrued liability is inadequate. Amounts accrued for our litigation and non-income tax contingencies at December 31, 2021 and December 31, 2020 aggregated to approximately $103 million and $141 million, respectively, and are included in other current liabilities, other liabilities, or liabilities held for sale in our consolidated balance sheets as of such dates. The establishment of an accrual does not mean that actual funds have been set aside to satisfy a given contingency. Thus, the resolution of a particular contingency for the amount accrued could have no effect on our results of operations but nonetheless could have an adverse effect on our cash flows.
In this Note, when we refer to a class action as "putative" it is because a class has been alleged, but not certified in that matter.
Principal Proceedings
SHAREHOLDER CLASS ACTION SUIT
Lumen and certain Lumen Board of Directors members and officers were named as defendants in a putative shareholder class action lawsuit filed on June 12, 2018 in the Boulder County District Court of the state of Colorado, captioned Houser et al. v. CenturyLink, et al. The complaint asserts claims on behalf of a putative class of former Level 3 shareholders who became CenturyLink, Inc. shareholders as a result of our acquisition of Level 3. It alleges that the proxy statement provided to the Level 3 shareholders failed to disclose various material information of several kinds, including information about strategic revenue, customer loss rates, and customer account issues, among other items. The complaint seeks damages, costs and fees, rescission, rescissory damages, and other equitable relief. In May 2020, the court dismissed the complaint. Plaintiffs appealed that decision, and the appeal is pending.
STATE TAX SUITS
Since 2012, a number of Missouri municipalities have asserted claims in the Circuit Court of St. Louis County, Missouri, alleging that we and several of our subsidiaries have underpaid taxes. These municipalities are seeking, among other things, declaratory relief regarding the application of business license and gross receipts taxes and back taxes from 2007 to the present, plus penalties and interest. In a February 2017 ruling in connection with one of these pending cases, the court entered an order awarding plaintiffs $4 million and broadening the tax base on a going-forward basis. We appealed that decision to the Missouri Supreme Court. In December 2019, it affirmed the circuit court's order in some respects and reversed it in others, remanding the case to the circuit court for further proceedings. The Missouri Supreme Court's decision reduced our exposure in the case. In a June 2021 ruling in one of the pending cases, another trial court awarded the cities of Columbia and Joplin approximately $55 million, plus statutory interest. We have appealed that decision to the Missouri Court of Appeals. That appeal is pending. If the trial court's decision is not overturned or modified in light of the Missouri Supreme Court's decision, it will result in a tax liability to us in excess of our reserved accruals established for these matters. We continue to vigorously defend against these claims.
BILLING PRACTICES SUITS
In June 2017, a former employee filed an employment lawsuit against us claiming that she was wrongfully terminated for alleging that we charged some of our retail customers for products and services they did not authorize. Thereafter, based in part on the allegations made by the former employee, several legal proceedings were filed, including consumer class actions in federal and state courts, a series of securities investor class actions in federal courts and several shareholder derivative actions in federal and Louisiana state courts. The derivative cases were brought on behalf of CenturyLink, Inc. against certain current and former officers and directors of the Company and seek damages for alleged breaches of fiduciary duties.
The consumer class actions, the securities investor class actions, and the federal derivative actions were transferred to the U.S. District Court for the District of Minnesota for coordinated and consolidated pretrial proceedings as In Re: CenturyLink Sales Practices and Securities Litigation. We have settled the consumer and securities investor class actions. Those settlements are final. The derivative actions remain pending.
We have engaged in discussions regarding related claims with a number of state attorneys general, and have entered into agreements settling certain of the consumer practices claims asserted by state attorneys general. While we do not agree with allegations raised in these matters, we have been willing to consider reasonable settlements where appropriate.
| | | | | | | | |
| | |
| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-103 |
| | |
DECEMBER 2018 OUTAGE PROCEEDINGS
We experienced an outage on one of our transport networks that impacted voice, IP, 911, and transport services for some of our customers between the 27th and 29th of December 2018. We believe that the outage was caused by a faulty network management card from a third-party equipment vendor.
The FCC and four states (both Washington Utilities and Transportation Commission ("WUTC") and the Washington Attorney General; the Montana Public Service Commission; the Nebraska Public Service Commission; and the Wyoming Public Service Commission) initiated formal investigations. In November 2020, following the FCC's release of a public report on the outage, we negotiated a settlement which was released by the FCC in December 2020. The amount of the settlement was not material to our financial statements.
In December 2020, the Staff of the WUTC filed a complaint against us based on the December 2018 outage, seeking penalties owed for alleged violations of Washington regulations and laws. We have denied the allegations and will defend the claims asserted.
PERUVIAN TAX LITIGATION
In 2005, the Peruvian tax authorities ("SUNAT") issued tax assessments against one of our Peruvian subsidiaries asserting $26 million, of additional income tax withholding and value-added taxes ("VAT"), penalties and interest for calendar years 2001 and 2002 on the basis that the Peruvian subsidiary incorrectly documented its importations. In May 2021, the Company paid the remaining amount on the fractioning regimes entered into by the Company to pay the amount assessed while it was appealed.
We challenged the assessments via administrative and then judicial review processes. In October 2011, the highest administrative review tribunal (the Tribunal) decided the central issue underlying the 2002 assessments in SUNAT's favor. We appealed the Tribunal's decision to the first judicial level, which decided the central issue in favor of Level 3. SUNAT and we filed cross-appeals with the court of appeal. In May 2017, the court of appeal issued a decision reversing the first judicial level. In June 2017, we filed an appeal of the decision to the Supreme Court of Justice, the final judicial level. Oral argument was held before the Supreme Court of Justice in October 2018. A decision on this case is pending.
In October 2013, the Tribunal decided the central issue underlying the 2001 assessments in SUNAT’s favor. We appealed that decision to the first judicial level in Peru, which decided the central issue in favor of SUNAT. In June 2017, we filed an appeal with the court of appeal. In November 2017, the court of appeals issued a decision affirming the first judicial level and we filed an appeal of the decision to the Supreme Court of Justice. Oral argument was held before the Supreme Court of Justice in June 2019. In May 2021, the Company was served with a favorable and final decision from the Supreme Court of Justice. The Company is working with SUNAT to provide additional information before SUNAT submits its plan for complying with the Supreme Court of Justice's decision.
BRAZILIAN TAX CLAIMS
The São Paulo and Rio de Janeiro state tax authorities have issued tax assessments against our Brazilian subsidiaries for the Tax on Distribution of Goods and Services (“ICMS”), mainly with respect to revenue from leasing certain assets and revenue from the provision of Internet access services by treating such activities as the provision of communications services, to which the ICMS tax applies. We filed objections to these assessments in both states, arguing among other things that neither the lease of assets nor the provision of Internet access qualifies as communication services subject to ICMS.
We have appealed to the respective state judicial courts the decisions by the respective state administrative courts that rejected our objections to these assessments. In cases in which state lower courts ruled partially in our favor finding that the lease assets are not subject to ICMS, and in connection, the State appealed those rulings. In other cases, the assessment was affirmed at the first administrative level and our appeal to the second administrative level is pending. Other assessments are still pending state judicial decisions.
We are vigorously contesting all such assessments in both states and view the assessment of ICMS on revenue from equipment leasing and Internet access to be without merit. These assessments, if upheld, could result in a loss of up to $46 million as of December 31, 2021, in excess of the reserved accruals established for these matters.
QUI TAM ACTION
Level 3 was notified in late 2017 of a qui tam action pending against Level 3 Communications, Inc. and others in the U.S. District Court for the Eastern District of Virginia, captioned United States of America ex rel., Stephen Bishop v. Level 3 Communications, Inc. et al. The amended complaint alleged that Level 3, principally through two former employees, submitted false claims and made false statements to the government in connection with two government contracts. The relator sought damages in this lawsuit of approximately $50 million. The case was settled in the second quarter of 2021 for an immaterial amount. This matter is now fully resolved.
Other Proceedings, Disputes and Contingencies
From time to time, we are involved in other proceedings incidental to our business, including patent infringement allegations, regulatory hearings relating primarily to our rates or services, actions relating to employee claims, various tax issues, environmental law issues, grievance hearings before labor regulatory agencies and miscellaneous third-party tort actions or commercial disputes.
We are currently defending several patent infringement lawsuits asserted against us by non-practicing entities, many of which are seeking substantial recoveries. These cases have progressed to various stages and one or more may go to trial within the next 12 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 to litigate these matters to judgment, as well as to evaluate and consider all reasonable settlement opportunities.
We are subject to various foreign, federal, state and local environmental protection and health and safety laws. From time to time, we are subject to judicial and administrative proceedings brought by various governmental authorities under these laws. Several such proceedings are currently pending, but none is reasonably expected to exceed $300,000 in fines and penalties.
The outcome of these other proceedings described under this heading is not predictable. However, based on current circumstances, we do not believe that the ultimate resolution of these other proceedings, after considering available defenses and any insurance coverage or indemnification rights, will have a material adverse effect on us.
The matters listed in this Note do not reflect all of our contingencies. The ultimate outcome of the above-described matters may differ materially from the outcomes anticipated, estimated, projected or implied by us in certain of our statements appearing above in this Note, and proceedings currently viewed as immaterial by us may ultimately materially impact us.
| | | | | | | | |
| | |
| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-105 |
| | |
Right-of-Way
At December 31, 2021, our future rental commitments and Right-of-Way agreements were as follows:
| | | | | |
| | Right-of-Way Agreements |
| | (Dollars in millions) |
| 2022 | $ | 246 | |
| 2023 | 99 | |
| 2024 | 84 | |
| 2025 | 74 | |
| 2026 | 71 | |
| 2027 and thereafter | 962 | |
| Total future minimum payments | $ | 1,536 | |
Purchase Commitments
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 $1.1 billion at December 31, 2021. Of this amount, we expect to purchase $414 million in 2022, $386 million in 2023 through 2024, $91 million in 2025 through 2026 and $188 million in 2027 and thereafter. These amounts do not represent our entire anticipated purchases in the future, but represent only those items for which we were contractually committed as of December 31, 2021.
Amounts included in the Right-of-Way table and in the purchase commitments disclosed above are inclusive of contractual obligations related to our Latin American and ILEC businesses to be divested.
(19) OTHER FINANCIAL INFORMATION
Other Current Assets
The following table presents details of other current assets in our consolidated balance sheets:
| | | | | | | | | | | |
| | As of December 31, |
| | 2021 | | 2020 |
| | (Dollars in millions) |
| Prepaid expenses | $ | 295 | | | 290 | |
| Income tax receivable | 22 | | | 7 | |
| Materials, supplies and inventory | 96 | | | 105 | |
| Contract assets | 45 | | | 66 | |
| Contract acquisition costs | 142 | | | 173 | |
| Contract fulfillment costs | 106 | | | 114 | |
| Note receivable | 56 | | | — | |
| Receivable for sale of land | 56 | | | — | |
| Other | 11 | | | 53 | |
Total other current assets(1) | $ | 829 | | | 808 | |
1As of December 31, 2021, other current assets exclude $126 million that have been reclassified as held for sale.
Included in accounts payable at December 31, 2021 and 2020 were $248 million and $329 million, respectively, associated with capital expenditures.
(20) REPURCHASES OF LUMEN COMMON STOCK
Effective August 3, 2021, our Board of Directors authorized a 24-month program to repurchase up to an aggregate of $1.0 billion of our outstanding common stock. During the year ended December 31, 2021, we repurchased under this program 80.9 million shares of our outstanding common stock in the open market for an aggregate market price of $1.0 billion, or an average purchase price of $12.36 per share, thereby fully exhausting the program. All repurchased common stock has been retired. As a result, common stock and additional paid-in capital were reduced as of December 31, 2021 by $81 million and $919 million, respectively.
(21) ACCUMULATED OTHER COMPREHENSIVE LOSS
Information Relating to 2021
The table below summarizes changes in accumulated other comprehensive loss recorded on our consolidated balance sheet by component for the year ended December 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pension Plans | | Post-Retirement
Benefit Plans | | Foreign Currency
Translation
Adjustment
and Other | | Interest Rate Swap | | Total |
| | (Dollars in millions) |
| Balance at December 31, 2020 | $ | (2,197) | | | (272) | | | (265) | | | (79) | | | (2,813) | |
| Other comprehensive income (loss) before reclassifications | 197 | | | 94 | | | (135) | | | (1) | | | 155 | |
| Amounts reclassified from accumulated other comprehensive loss | 423 | | | 14 | | | — | | | 63 | | | 500 | |
| Net current-period other comprehensive income (loss) | 620 | | | 108 | | | (135) | | | 62 | | | 655 | |
| Balance at December 31, 2021 | $ | (1,577) | | | (164) | | | (400) | | | (17) | | | (2,158) | |
The table below presents further information about our reclassifications out of accumulated other comprehensive loss by component for the year ended December 31, 2021:
| | | | | | | | | | | | | | |
| | Decrease (Increase)
in Net Income | | Affected Line Item in Consolidated
Statement of Operations |
| Year Ended December 31, 2021 | | (Dollars in millions) | | |
| Interest rate swaps | | $ | 83 | | | Interest expense |
| Income tax benefit | | (20) | | | Income tax expense |
| Net of tax | | $ | 63 | | | |
| | | | |
Amortization of pension & post-retirement plans(1) | | | | |
| Net actuarial loss | | $ | 190 | | | Other expense, net |
| Settlement charge | | 383 | | | Other expense, net |
| Prior service cost | | 6 | | | Other expense, net |
| Total before tax | | 579 | | | |
| Income tax benefit | | (142) | | | Income tax expense |
| Net of tax | | $ | 437 | | | |
1See Note 11—Employee Benefits for additional information on our net periodic benefit (expense) income related to our pension and post-retirement plans.
| | | | | | | | |
| | |
| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-107 |
| | |
Information Relating to 2020
The table below summarizes changes in accumulated other comprehensive loss recorded on our consolidated balance sheet by component for the year ended December 31, 2020:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pension Plans | | Post-Retirement
Benefit Plans | | Foreign Currency
Translation
Adjustment
and Other | | Interest Rate Swap | | Total |
| | (Dollars in millions) |
| Balance at December 31, 2019 | $ | (2,229) | | | (184) | | | (228) | | | (39) | | | (2,680) | |
| Other comprehensive loss before reclassifications | (115) | | | (103) | | | (37) | | | (86) | | | (341) | |
| Amounts reclassified from accumulated other comprehensive loss | 147 | | | 15 | | | — | | | 46 | | | 208 | |
| Net current-period other comprehensive income (loss) | 32 | | | (88) | | | (37) | | | (40) | | | (133) | |
| Balance at December 31, 2020 | $ | (2,197) | | | (272) | | | (265) | | | (79) | | | (2,813) | |
The table below presents further information about our reclassifications out of accumulated other comprehensive loss by component for the year ended December 31, 2020:
| | | | | | | | | | | | | | |
| | (Decrease) Increase
in Net Loss | | Affected Line Item in Consolidated
Statement of Operations |
| Year Ended December 31, 2020 | | (Dollars in millions) | | |
| Interest rate swap | | $ | 62 | | | Interest expense |
| Income tax benefit | | (16) | | | Income tax expense |
| Net of tax | | $ | 46 | | | |
| | | | |
Amortization of pension & post-retirement plans(1) | | | | |
| Net actuarial loss | | $ | 203 | | | Other expense, net |
| Prior service cost | | 7 | | | Other expense, net |
| Curtailment loss | | 4 | | | Other expense, net |
| Total before tax | | 214 | | | |
| Income tax benefit | | (52) | | | Income tax expense |
| Net of tax | | $ | 162 | | | |
1See Note 11—Employee Benefits for additional information on our net periodic benefit (expense) income related to our pension and post-retirement plans.
(22) LABOR UNION CONTRACTS
As of December 31, 2021, approximately 21% of our employees were represented by the Communication Workers of America ("CWA") or the International Brotherhood of Electrical Workers ("IBEW"). Approximately 9% of our represented employees are subject to collective bargaining agreements that are scheduled to expire over the 12 month period ending December 31, 2022.
(23) DIVIDENDS
Our Board of Directors declared the following dividends payable in 2021 and 2020:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Record Date | | Dividend
Per Share | | Total Amount | | Payment Date |
| Date Declared | | | | | | (in millions) | | |
| November 18, 2021 | | 11/29/2021 | | $ | 0.25 | | | $ | 251 | | | 12/10/2021 |
| August 19, 2021 | | 8/30/2021 | | 0.25 | | | 264 | | | 9/10/2021 |
| May 20, 2021 | | 6/1/2021 | | 0.25 | | | 272 | | | 6/11/2021 |
| February 25, 2021 | | 3/8/2021 | | 0.25 | | | 276 | | | 3/19/2021 |
| November 19, 2020 | | 11/30/2020 | | 0.25 | | | 274 | | | 12/11/2020 |
| August 20, 2020 | | 8/31/2020 | | 0.25 | | | 274 | | | 9/11/2020 |
| May 20, 2020 | | 6/1/2020 | | 0.25 | | | 274 | | | 6/12/2020 |
| February 27, 2020 | | 3/9/2020 | | 0.25 | | | 274 | | | 3/20/2020 |
The declaration of dividends is solely at the discretion of our Board of Directors, which may change or terminate our dividend practice at any time for any reason without prior notice. On February 24, 2022, our Board of Directors declared a quarterly cash dividend of $0.25 per share.
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| 2021 ANNUAL REPORT | 2022 PROXY STATEMENT | | B-109 |
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Corporate Headquarters
100 CenturyLink Drive
Monroe, Louisiana 71203
General Information: 318-388-9000
Transfer Agent
For address changes, stock transfers, name changes, registration changes, lost stock certificates and stock holdings,
please contact:
Computershare Investor Services L.L.C.
Post Office Box 505000
Louisville, Kentucky 40233
1-800-969-6718
www.computershare.com/lumen
Auditors
KPMG LLP
1225 17th Street, Suite 800
Denver, Colorado 80202
Investor Relations
Inquiries by securities analysts, investment professionals and shareholders about Lumen Technologies, Inc. common
stock, including requests for any SEC or other shareholder reports should be directed to:
investor.relations@lumen.com
ir.lumen.com
Annual Report
After the close of each fiscal year, Lumen Technologies, Inc. submits an Annual Report on Form 10-K to the SEC
containing certain additional information about its business. A copy of the 10-K report may be obtained without charge
by addressing your request to Stacey W. Goff, Secretary, Lumen Technologies, Inc., 100 CenturyLink Drive, Monroe,
Louisiana 71203, or by visiting our website at www.lumen.com.
Common Stock
Lumen common stock is traded on the New York Stock Exchange under the symbol LUMN.
As of the Record Date, we had 1,032,760,034 shares of common stock and 7,018 shares of Series L preferred stock issued
and outstanding. There were 84,801 shareholders of record.
Lumen, Lumen Technologies, Inc. and the Lumen logos are either registered service marks or service marks of Lumen
Technologies, Inc. and/or one of its affiliates in the United States and/or other countries. Any other service names,
product names, company names or logos included herein are the trademarks or service marks of their respective owners.
Communications to the Board
Communication with shareholders and other interested parties is an important part of the governance process. Any
shareholder or other stakeholder who wishes to contact the Board, Chairman or any Director can send correspondence
to:
Write: P.O. Box 5061 ; Monroe, Louisiana 71211
Email: boardinquiries@lumen.com