QWEST CORP

Previous wording

References in this report to "QC," "Qwest," "we," "us" and "our" refer to Qwest Corporation and its consolidated subsidiaries.

Current wording

References in this report to "QC," "Qwest," "we," "us" and "our" refer to Qwest Corporation and its consolidated subsidiaries, unless the context otherwise requires.

Previous wording

Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") included herein should be read in conjunction with the information included in our Annual Report on Form 10-K for the year ended December 31, 2023, and with the consolidated financial statements and related notes in Item 1 of Part I of this report. The results of operations for the first six months of the year are not necessarily indicative of the results of operations that might be expected for the entire year.

Current wording

Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") included herein should be read in conjunction with the information included in our Annual Report on Form 10-K for the year ended December 31, 2023, and with the consolidated financial statements and related notes in Item 1 of Part I of this report. The results of operations for the first nine months of the year are not necessarily indicative of the results of operations that might be expected for the entire year.

Previous wording

At June 30, 2024, we served approximately 1.9 million broadband subscribers. Our methodology for counting broadband subscribers may be different than the methodologies used by other companies.

Current wording

At September 30, 2024, we served approximately 1.8 million broadband subscribers. Our methodology for counting broadband subscribers may be different than the methodologies used by other companies.

Previous wording

Over the past few years, macroeconomic changes have impacted us and our customers in several ways. On a regular basis, we review and rationalize our lease footprint and may incur accelerated lease costs when we determine to cease using underutilized leased property locations. We did not incur material accelerated lease costs during the six months ended June 30, 2024.

Current wording

Over the past few years, macroeconomic changes have impacted us and our customers in several ways. On a regular basis, we review and rationalize our lease footprint and may incur accelerated lease costs when we determine to cease using underutilized leased property locations. We did not incur material accelerated lease costs during the nine months ended September 30, 2024.

Previous wording

Industry developments over the past few years have increased fiber construction demand. The resulting increase in construction labor rates increased the cost of enabling units to be capable of receiving our fiber broadband services. From time to time, we believe these factors contributed to a delay in attaining our Quantum Fiber buildout targets.

Current wording

Industry developments over the past few years have increased fiber construction demand from customers. The resulting increase in construction labor rates increased the cost of enabling units to be capable of receiving our Quantum Fiber broadband services. From time to time, we believe these factors contributed to a delay in attaining our Quantum Fiber buildout targets.

Previous wording

Continued inflationary pressures, supply constraints or business uncertainty could materially impact our financial results in a variety of ways, including by increasing our expenses, decreasing our revenues, further delaying our network expansion plans or otherwise interfering with our ability to deliver products and services.

Current wording

Continued business uncertainty, supply constraints or inflationary pressures could materially impact our financial results in a variety of ways, including by increasing our expenses, decreasing our revenues, further delaying our network expansion plans or otherwise interfering with our ability to deliver products and services.

Previous wording

We have historically generated revenue by entering into transactions that utilize excess conduit, fiber or other assets, on our network to create custom networks for our customers. We expect the demand for and size of these transactions to grow. We routinely assess revenue-generating opportunities with respect to these assets through right-of-use agreements, leases or other agreements. We may or may not consummate such transactions from time to time, and the revenue from and obligations associated with any such opportunities may be significant, either individually or in the aggregate. The completion of any future transactions may be subject to customary conditions, and may not be executed in a timely manner, or at all.

Current wording

We have historically generated revenue by entering into transactions that utilize fiber or other assets, on our network to create custom networks for our customers. We expect the demand for and size of these transactions to grow. We routinely assess revenue-generating opportunities with respect to these assets through right-of-use agreements, leases or other agreements. We may or may not consummate such transactions from time to time, and the revenue from and obligations associated with any such opportunities may be significant, either individually or in the aggregate. The completion of any future transactions may be subject to customary conditions, and may not be executed in a timely manner, or at all.

Previous wording

These above-mentioned macroeconomic factors, coupled with dis-synergies resulting from our affiliates' 2022 and 2023 divestitures, changes in customer preferences and negotiations with our creditors through the end of the first quarter of 2024, placed additional pressures on our financial performance. These developments contributed to us recognizing $2.4 billion in goodwill impairment charges in 2023. Some of these pressures continue to impact us. To the extent these pressures continue, we could experience additional deterioration in our projected cash flows, or make significant changes to the assumed discount rates or market multiples that we use to determine the fair value of our reporting unit. Any of these could result in additional future impairments of our approximately $7.0 billion of remaining goodwill.

Current wording

These above-mentioned macroeconomic factors, coupled with dis-synergies resulting from our affiliates' 2022 and 2023 divestitures, changes in customer preferences and negotiations with our creditors through the end of the first quarter of 2024, placed additional pressures on our financial performance. These developments contributed to us recognizing $2.4 billion in goodwill impairment charges in the fourth quarter of 2023. Some of these pressures continue to impact us. To the extent these pressures continue, we could experience additional deterioration in our projected cash flows, or make significant changes to the assumed discount rates or market multiples that we use to determine the fair value of our reporting unit. Any of these could result in additional future impairments of our approximately $7.0 billion of remaining goodwill.

Previous wording

The following table summarizes the results of our consolidated operations for the three and six months ended June 30, 2024 and 2023:

Current wording

The following table summarizes the results of our consolidated operations for the three and nine months ended September 30, 2024 and 2023:

Previous wording

Total operating revenue decreased by $78 million and $227 million, respectively, for the three and six months ended June 30, 2024 as compared to the three and six months ended June 30, 2023. Within each product category, these decreases were primarily due to the following factors:

Current wording

Total operating revenue decreased by $87 million and $314 million, respectively, for the three and nine months ended September 30, 2024 as compared to the three and nine months ended September 30, 2023. Within each product category, these decreases were primarily due to the following factors:

Previous wording

•Decreases in Other Broadband by $46 million and $87 million, respectively, for the three and six months ended June 30, 2024 as compared to the three and six months ended June 30, 2023 primarily due to fewer customers for our lower speed copper-based broadband services;

Current wording

•Decreases in Other Broadband of $45 million and $132 million, respectively, primarily due to fewer customers for our lower speed copper-based broadband services;

Previous wording

•Decreases in Voice and Other by $18 million and $41 million, respectively, for the three and six months ended June 30, 2024 as compared to the three and six months ended June 30, 2023 primarily due to a decrease of $18 million and $40 million from the continued loss of copper-based voice customers;

Current wording

•Decreases in Voice and Other of $16 million and $57 million, respectively, due almost entirely to the continued loss of copper-based voice customers;

Previous wording

•Decreases in Fiber Broadband by $25 million and $48 million, respectively, for the three and six months ended June 30, 2024 as compared to the three and six months ended June 30, 2023 driven by fewer fiber subscribers, primarily as a result of migrations to the Quantum Fiber services offered by Lumen (which bills customers for such services and pays us for use of our network in providing such services, as further described below);

Current wording

•Decreases in Fiber Broadband of $28 million and $76 million, respectively, driven by fewer subscribers for our fiber services, primarily as a result of migrations to the Quantum Fiber services offered by Lumen (which bills customers for such services and pays us for use of our network in providing such services, as further described below);

Previous wording

•Decreases in Harvest by $35 million and $63 million, respectively, for the three and six months ended June 30, 2024 as compared to the three and six months ended June 30, 2023 primary attributable to decrease in private line services of $17 million and $22 million, respectively, as well as declines in legacy voice services for business customers of $8 million and $22 million, respectively;

Current wording

•Decreases in Harvest of $38 million and $101 million, respectively, primarily attributable to decrease in private line services of $11 million and $33 million, respectively, as well as declines in legacy voice services for business customers of $16 million and $38 million, respectively;

Previous wording

•Decreases in Nurture by $5 million and $21 million, respectively, for the three and six months ended June 30, 2024 as compared to the three and six months ended June 30, 2023 primarily due to declines in Ethernet services; and

Current wording

•Decreases in Nurture of $6 million and $27 million, respectively, primarily due to declines in Ethernet services; and

Previous wording

•Decreases in Grow by $6 million and $10 million, respectively, for the three and six months ended June 30, 2024 as compared to the three and six months ended June 30, 2023 primarily due to declines in wavelengths services;

Current wording

•Decreases in Grow of $8 million for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, primarily due to declines in wavelengths services.

Previous wording

Affiliate services revenue also increased $57 million and $43 million, respectively, for the three and six months ended June 30, 2024 as compared to the three and six months ended June 30, 2023 primarily due to $50 million and $24 million increase in fiber broadband and other direct telecommunication services provided to our affiliates, and $7 million and $19 million allocated employee services allocated to our affiliates.

Current wording

Affiliate services revenue increased $44 million and $87 million, respectively, for the three and nine months ended September 30, 2024 as compared to the three and nine months ended September 30, 2023 primarily due to $29 million and $53 million increase in fiber broadband and other direct telecommunication services provided to our affiliates, and $15 million and $34 million of additional employee shared services expense allocated to our affiliates.

Previous wording

Cost of services and products (exclusive of depreciation and amortization) decreased by $31 million and $48 million, respectively, for the three and six months ended June 30, 2024 as compared to the three and six months ended June 30, 2023. The decrease was primarily due to lower employee-related expenses of $26 million and $47 million.

Current wording

Cost of services and products (exclusive of depreciation and amortization) decreased by $27 million and $75 million, respectively, for the three and nine months ended September 30, 2024 as compared to the three and nine months ended September 30, 2023. The decrease was primarily due to lower employee-related expenses of $30 million and $77 million.

Previous wording

Selling, general and administrative expenses increased by $2 million for both the three and six months ended June 30, 2024 as compared to the three and six months ended June 30, 2023 primarily due to a $29 million and $39 million increase in employee related expenses inclusive of severance costs, partially offset by (i) a $7 million and $14 million decline in marketing and advertising expense, (ii) a $8 million and $9 million decrease in property and other taxes, and (iii) a $4 million and $8 million decrease in external commissions, respectively.

Current wording

Selling, general and administrative expenses decreased by $7 million and $5 million for the three and nine months ended September 30, 2024 as compared to the three and nine months ended September 30, 2023 due to (i) decreases of $2 million and $16 million, respectively, in marketing and advertising expense, (ii) decreases of $3 million and $12 million, respectively in property and other taxes, and (iii) decreases of $7 million and $15 million in external commissions, respectively. These decreases were partially offset by increases of $6 million and $45 million, respectively, in employee related expenses inclusive of severance costs.

Previous wording

Operating expenses - affiliates decreased by $3 million and increased by $18 million, respectively, for the three and six months ended June 30, 2024 as compared to the three and six months ended June 30, 2023. The increase for the six months ended June 30, 2024 was primarily due to $30 million of higher allocated employee and professional services provided to us by our affiliates, partially offset by a decrease of $12 million in direct telecommunication services charged to us by affiliates.

Current wording

Operating expenses - affiliates decreased by $43 million and $25 million, respectively, for the three and nine months ended September 30, 2024 as compared to the three and nine months ended September 30, 2023. The decrease for the three and nine months ended September 30, 2024 was primarily due to a decrease of $5 million and $17 million, respectively, in direct telecommunication services charged to us by affiliates and a decrease of $40 million and $10 million for the three and nine months ended September 30, 2024 as compared to the three and nine months ended September 30, 2023, respectively, of lower allocated employee and professional services provided to us by our affiliates.

Previous wording

Depreciation expense decreased by $12 million and $18 million, respectively, for the three and six months ended June 30, 2024 as compared to the three and six months ended June 30, 2023 primarily due to a decrease of $20 million and $39 million, respectively, resulting from changes in the method of depreciation from the group method of depreciation to straight line by individual asset method and a decrease of $6 million and $12 million, respectively, due to changes in depreciation lives of fiber assets as discussed in Note 1—Background and Summary of Significant Accounting Policies. These decreases were partially offset by an increase of $14 million and $34 million, respectively, due to net growth in depreciable assets.

Current wording

Depreciation expense decreased by $11 million and $29 million, respectively, for the three and nine months ended September 30, 2024 as compared to the three and nine months ended September 30, 2023 primarily due to a decrease of $19 million and $58 million, respectively, resulting from changes in the method of depreciation from the group method of depreciation to the straight line by individual asset method and a decrease of $6 million and $18 million, respectively, due to changes in depreciation lives of fiber assets as discussed in Note 1—Background and Summary of Significant Accounting Policies. These decreases were partially offset by an increase of $12 million and $46 million, respectively, due to net growth in depreciable assets.

Previous wording

Amortization expense decreased by $4 million and $8 million, respectively, for the three and six months ended June 30, 2024 as compared to the three and six months ended June 30, 2023 primarily due to a decrease of $4 million and $9 million, respectively, associated with changes in the method of amortization from the group method to straight line by individual asset method.

Current wording

Amortization expense decreased by $13 million and $21 million, respectively, for the three and nine months ended September 30, 2024 as compared to the three and nine months ended September 30, 2023 primarily due to a decrease of $11 million and $20 million, respectively, associated with changes in the method of amortization from the group method to straight line by individual asset method.

Previous wording

Interest expense decreased by $11 million and $19 million, respectively, for the three and six months ended June 30, 2024 as compared to the three and six months ended June 30, 2023. These declines were primarily due to (i) a decrease of approximately $216 million and $108 million, respectively, in average net debt for the three and six months ended June 30, 2024 as compared to the three and six months ended June 30, 2023 and (ii) higher capitalized interest of $7 million and $16 million for the three and six months ended June 30, 2024 as compared to the three and six months ended June 30, 2023. Additionally, the average interest rate decreased from 6.78% to 6.73% for the three months ended June 30, 2023 as compared to the three months ended June 30, 2024. For the six months ended June 30, 2024, these decreases were partially offset by an increase in our average interest rate from 6.77% to 6.79% for the six months ended June 30, 2023 as compared to the six months ended June 30, 2024. See Note 5—Long-Term Debt and Liquidity and Capital Resources below for additional information about our debt.

Current wording

Interest expense decreased by $12 million and $31 million, respectively, for the three and nine months ended September 30, 2024 as compared to the three and nine months ended September 30, 2023. These declines during such periods were primarily due to (i) a decrease of approximately $222 million and $114 million, respectively, in average net outstanding debt and (ii) an increase of capitalized interest of $7 million and $23 million respectively. Additionally, the average interest rate decreased from 6.84% to 6.73% for the three months ended September 30, 2023 as compared to the three months ended September 30, 2024. For the nine months ended September 30, 2024, these decreases were partially offset by an increase in our average interest rate from 6.78% to 6.79% for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2024. See Note 5—Long-Term Debt and Liquidity and Capital Resources below for additional information about our debt.

Previous wording

Interest income - affiliate, net increased by $3 million and $4 million, respectively, for the three and six months ended June 30, 2024 as compared to the three and six months ended June 30, 2023. The increase in interest income - affiliate, net was primarily due to a higher average receivable from affiliates during the quarter.

Current wording

Interest income - affiliate, net increased by $3 million and $7 million, respectively, for the three and nine months ended September 30, 2024 as compared to the three and nine months ended September 30, 2023. The increase in interest income - affiliate, net was primarily due to a higher average receivable from affiliates during each such period.

Previous wording

For the three and six months ended June 30, 2024, our effective tax rates were 27.0% and 26.7%, respectively. For the three and six months ended June 30, 2023, our effective tax rates were 26.2% and 26.0%, respectively.

Current wording

For both the three and nine months ended September 30, 2024, our effective tax rates was 26.6%. For the three and nine months ended September 30, 2023, our effective tax rates were 27.0% and 26.3%, respectively.

Previous wording

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

Current wording

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

Previous wording

We incur capital expenditures on an ongoing basis in order to expand and improve our service offerings, enhance and modernize our networks, and compete effectively in our markets. Lumen Technologies and we evaluate capital expenditure projects based on a variety of factors, including expected strategic impacts (such as forecasted impact on revenue growth, productivity, expenses, service levels and customer retention) and the expected return on investment. The amount of Lumen’s consolidated capital investment, and our portion thereof, is influenced by, among other things, demand for Lumen’s services and products, our network requirements, cash flow generated by operating activities, cash required for debt service and other purposes, regulatory considerations (such as government mandated infrastructure buildout requirements) and the availability of requisite supplies, labor and permits.

Current wording

We incur capital expenditures on an ongoing basis in order to expand and improve our service offerings, enhance and modernize our networks, fulfill our contractual obligations, and compete effectively in our markets. Lumen Technologies and we evaluate discretionary capital expenditure projects based on a variety of factors, including expected strategic impacts (such as forecasted impact on revenue growth, productivity, expenses, service levels and customer retention) and the expected return on investment. The amount of Lumen’s consolidated capital investment, and our portion thereof, is influenced by, among other things, demand for Lumen’s services and products, our network and customer contract requirements, cash flow generated by operating activities, cash required for debt service and other purposes, regulatory considerations (such as government mandated infrastructure buildout requirements) and the availability of requisite supplies, labor and permits.

Previous wording

Our capital expenditures continue to be focused on enhancing network operating efficiencies, developing new services, and expanding our fiber network, including our Quantum Fiber buildout plan. For more information on our capital spending, see "Cash Flow Activities" below and Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2023.

Current wording

Our capital expenditures continue to be focused on enhancing network operating efficiencies, developing new services, and expanding our fiber network, including our Quantum Fiber buildout plan. For more information on our capital spending, see (i) "Cash Flow Activities—Investing" below and (ii) Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2023.

Previous wording

On March 22, 2024, Lumen completed the TSA Transactions with a group of Consenting Debtholders representing over $15 billion of Lumen's outstanding consolidated long-term debt to, among other things, (i) extend maturities of the debt instruments of Lumen and Level 3 Financing, (ii) fund the repayment of all amounts owed under our term loans maturing in 2027 and (iii) provide for the Qwest Guarantors to guarantee Lumen’s obligations under its newly-established credit agreements and newly-issued superpriority senior notes. As of June 30, 2024, we had a face amount of approximately $2.0 billion aggregate outstanding indebtedness (excluding finance leases, unamortized premiums, net and unamortized debt issuance costs). None of our outstanding debt is due in the next 12 months (excluding finance lease obligations). For more information on the terms and impact of the TSA Transactions and our consolidated debt, see Note 5—Long-Term Debt to the financial statements included in Item 1 of Part I of this report.

Current wording

On March 22, 2024, Lumen completed the TSA Transactions with a group of consenting debtholders representing over $15.0 billion of Lumen's outstanding consolidated long-term debt to, among other things, (i) extend maturities of the debt instruments of Lumen and Level 3 Financing, (ii) fund the repayment of all amounts owed under our term loans maturing in 2027 and (iii) provide for us and certain of our subsidiaries to guarantee Lumen’s obligations under its newly-established credit agreements and newly-issued superpriority senior notes. As of September 30, 2024, we had a face amount of approximately $2.0 billion aggregate outstanding indebtedness (excluding finance leases, unamortized premiums, net and unamortized debt issuance costs). $239 million of our outstanding debt is due in the next 12 months (excluding finance lease obligations). For more information on the terms and impact of the TSA Transactions and our consolidated debt, see Note 5—Long-Term Debt to the financial statements included in Item 1 of Part I of this report.

Previous wording

Benefits paid by Lumen's qualified pension plan are paid through a trust that holds all of the plan's assets. Based on current laws and circumstances, Lumen Technologies does not expect any contributions to be required for their qualified pension plan during 2024. The amount of required contributions to Lumen's qualified pension plan in 2025 and beyond will depend on a variety of factors, most of which are beyond their control, including earnings on plan investments, prevailing interest rates, demographic experience, changes in plan benefits and changes in funding laws and regulations. Lumen Technologies occasionally makes voluntary contributions in addition to required contributions and reserves the right to do so in the future. Lumen Technologies has advised that it does not expect to make a voluntary contribution to the trust of the qualified pension plan in 2024.

Current wording

Benefits paid by Lumen's qualified pension plan are paid through a trust that holds all of the plan's assets. Based on current laws and circumstances, Lumen Technologies does not expect any contributions to be required for their qualified pension plan during 2024. The amount of required contributions to Lumen's qualified pension plan in 2025 and beyond will depend on a variety of factors, most of which are beyond their control, including earnings on plan investments, prevailing interest rates, demographic experience, changes in plan benefits and changes in funding laws and regulations. Lumen Technologies occasionally makes voluntary contributions in addition to required contributions and reserves the right to do so in the future. Lumen Technologies made a voluntary contribution of $170 million to the trust for the Combined Pension Plan during the third quarter of 2024.

Previous wording

The affiliate obligations, net shown in Other within current liabilities and noncurrent liabilities on our consolidated balance sheets, primarily represent the cumulative allocation of expenses, net of payments, associated with QCII's pension plans and post-retirement benefits plans prior to the plan mergers. In 2015, we agreed to a plan to settle the outstanding pension and post-retirement affiliate obligations, net balance with QCII over a 30 year term. Under the plan, payments are scheduled to be made on a monthly basis. For the six months ended June 30, 2024, we made net settlement payments of $26 million to QCII in accordance with the plan. Changes in the affiliate obligations, net are reflected in operating activities on our consolidated statements of cash flows. For the year ended 2024, we expect to make aggregate settlement payments of $52 million to QCII under the plan.

Current wording

The affiliate obligations, net shown in Other within current liabilities and noncurrent liabilities on our consolidated balance sheets, primarily represent the cumulative allocation of expenses, net of payments, associated with QCII's pension plans and post-retirement benefits plans prior to the plan mergers. In 2015, we agreed to a plan to settle the outstanding pension and post-retirement affiliate obligations, net balance with QCII over a 30 year term. Under the plan, payments are scheduled to be made on a monthly basis. For the nine months ended September 30, 2024, we made net settlement payments of $39 million to QCII in accordance with the plan. Changes in the affiliate obligations, net are reflected in operating activities on our consolidated statements of cash flows. For the year ended 2024, we expect to make aggregate settlement payments of $52 million to QCII under the plan.

Previous wording

In early 2020, the FCC created the Rural Digital Opportunity Fund (the "RDOF"), which is a federal support program designed to fund broadband development in rural America. For the first phase of this program, RDOF Phase I, the FCC awarded $6.4 billion in support payments to be paid in equal monthly installments over 10 years. Lumen Technologies was awarded RDOF funding in several of the states in which we operate and began receiving monthly support payments during the second quarter of 2022, our share of which is not material.

Current wording

In early 2020, the FCC created the Rural Digital Opportunity Fund ("RDOF") program, a federal support program designed to fund broadband deployment in rural America. For the first phase of this program, RDOF Phase I, the FCC awarded $6.4 billion in support payments to be paid in equal monthly installments over 10 years. Lumen Technologies was awarded RDOF funding in several of the states in which we operate and began receiving monthly support payments during the second quarter of 2022, our share of which is not material. In the third quarter of 2024, we relinquished rights to develop certain RDOF census blocks in four states, which resulted in (i) a reduction of the anticipated RDOF Phase I support payments and (ii) the expectation of payment to the Universal Service Administrative Company. These impacts are expected to be immaterial.

Previous wording

On April 25, 2024, the FCC adopted “net neutrality” rules regulating broadband internet services as “telecommunications services” in a manner comparable to rules in effect between 2015 and 2018. It is unclear if currently pending legal challenges of these rules will succeed. If the rules withstand these challenges, it is also unclear how the FCC will implement and enforce them. We remain committed to providing open and robust broadband services to all our customers regardless of the applicable regulatory regime. Nonetheless, it is possible that implementation of these new rules could impact how we provide our services, and could significantly increase our operational, legal and compliance costs.

Current wording

On April 25, 2024, the FCC adopted “net neutrality” rules regulating broadband internet services as “telecommunications services” in a manner comparable to rules in effect between 2015 and 2018. It is unclear if currently pending legal challenges of these rules will succeed. If the rules withstand these challenges, it is also unclear how the FCC will implement and enforce them. We remain committed to providing open and robust broadband services to all our customers regardless of the applicable regulatory regime. Nonetheless, it is possible that implementation of these new rules could impact our operational, legal and compliance costs.

Previous wording

The following table summarizes our consolidated cash flow activities for the six months ended June 30, 2024 and June 30, 2023:

Current wording

The following table summarizes our consolidated cash flow activities for the nine months ended September 30, 2024 and September 30, 2023:

Previous wording

Net cash provided by operating activities decreased by $167 million for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023 primarily due to lower net income adjusted for non-cash income and expenses. Cash provided by operating activities is subject to variability period over period as a result of timing differences, including with respect to collection of receivables and payments of interest expense, accounts payable and bonuses. For additional information about our operating results, see "Results of Operations" above.

Current wording

Net cash provided by operating activities decreased by $176 million for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 primarily due to lower net income adjusted for non-cash income and expenses. Cash provided by operating activities is subject to variability period over period as a result of timing differences, including with respect to collection of receivables and payments of interest expense, accounts payable and bonuses. For additional information about our operating results, see "Results of Operations" above.

Previous wording

Net cash used in investing activities decreased by $452 million for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023 primarily due to a decrease in advances to affiliates, partially offset by an increase in capital expenditures.

Current wording

Net cash used in investing activities decreased by $474 million for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 primarily due to a decrease in advances to affiliates, partially offset by a small increase in capital expenditures.

Previous wording

Net cash used in financing activities increased by $274 million for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023 due repayment of our term loan maturing in 2027 as well as an increase due to timing of repayments of advances from affiliates.

Current wording

Net cash used in financing activities increased by $286 million for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 due repayment of our term loan maturing in 2027 as well as an increase due to timing of repayments of advances from affiliates.