			Successor			Predecessor

	Interest Rates	Maturities	Year Ended December 31, 2011			Year Ended December 31, 2010
			(Dollars in millions)
Qwest Communications International Inc.
Notes	7.125% - 8.000%	2014 - 2018	$	2,650			2,650
Unamortized premiums (discounts)				117			(52	)
Qwest Capital Funding
Notes	6.500% - 7.750%	2018 - 2031		981			1,160
Unamortized premiums (discounts), net				28			(3	)
Qwest Corporation
Notes(1)	6.500% - 8.375%	2013 - 2051		4,647			4,786
Debentures	6.875% - 7.750%	2014 - 2043		3,182			3,182
Capital lease and other obligations	Various	Various		176			198
Unamortized premiums (discounts)				320			(154	)
Qwest Communications Company, LLC
Capital lease and other obligations	Various	Various		195			184
Unamortized (discounts)				—			(4	)

Total long-term debt				12,296			11,947
Less current maturities				(117	)		(1,089	)

Long-term debt, excluding current maturities			$	12,179			10,858

On October 4, 2011, our wholly owned subsidiary, Qwest Corporation ("QC"), issued $950 million aggregate principal amount of its 6.75% Notes due 2021 in exchange for net proceeds, after deducting underwriting discounts and expenses, of $927 million. The notes are senior unsecured obligations of QC and may be redeemed, in whole or in part, at a redemption price equal to the greater of their principal amount or the present value of the remaining principal and interest payments discounted at a U.S. Treasury interest rate specified in the indenture agreement plus 50 basis points.

On September 21, 2011, QC issued $575 million aggregate principal amount of its 7.50% Notes due 2051 in exchange for net proceeds, after deducting underwriting discounts and expenses, of $557 million. The notes are senior unsecured obligations of QC and may be redeemed, in whole or in part, on or after September 15, 2016 at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest to the redemption date.

On June 8, 2011, QC issued $661 million aggregate principal amount of its 7.375% Notes due 2051 in exchange for net proceeds, after deducting underwriting discounts and expenses, of $642 million. The notes are unsecured obligations of QC and may be redeemed, in whole or in part, on or after June 1, 2016 at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest to the redemption date.

Until April 1, 2011, we had a revolving credit facility, which made available to us $1.035 billion of additional credit subject to certain restrictions. That credit facility was terminated in conjunction with CenturyLink's acquisition of us. In January 2011, CenturyLink entered into a new four-year revolving credit facility with various lenders (the "Credit Facility") that allows CenturyLink to borrow up to $1.700 billion for the general corporate purposes of itself and its subsidiaries. Up to $400 million of the Credit Facility can be used for letters of credit, which reduce the amount available for other extensions of credit. Interest is assessed on borrowings using the London Interbank Offered Rate ("LIBOR") plus an applicable margin between 0.5% and 2.5% per annum depending on the type of loan and CenturyLink's then-current senior unsecured long-term debt rating. As of the successor date of December 31, 2011, CenturyLink had approximately $277 million and $129 million outstanding under the Credit Facility and the separate letter of credit arrangement, respectively. QCII and another one of its wholly owned subsidiaries, Qwest Services Corporation ("QSC"), are guarantors of the Credit Facility.

In January 2010, we issued $800 million aggregate principal amount of 7.125% Notes due 2018. We used the net proceeds, after deducting underwriting discounts and expenses, of $775 million for general corporate purposes, including repayment of indebtedness and funding and refinancing investments in our telecommunications assets.

In April 2009, QC issued approximately $811 million aggregate principal amount of its 8.375% Notes due 2016. QC used the net proceeds, after deducting underwriting discounts and expenses, of $738 million for general corporate purposes, including repayment of indebtedness and funding or refinancing investments in its telecommunication assets. The notes are unsecured obligations of QC and rank equally in right of payment with all other unsecured and unsubordinated indebtedness of QC. The covenant and default terms are substantially the same as those associated with QC's other long-term borrowings.

In September 2009, we issued $550 million of 8.00% Senior Notes due 2015. We used the net proceeds of $532 million for general corporate purposes, including repayment of indebtedness and funding and refinancing investments in our telecommunication assets.

In August 2010, we completed a cash tender offer for the purchase of a portion of the $1.265 billion aggregate principal amount of QCII's 3.50% Convertible Senior Notes. We received and accepted tenders of approximately $147 million aggregate principal amount of these notes, or 12% of the outstanding notes. This tender resulted in the settlement of approximately 12% of the embedded conversion option for $24 million, which approximated the fair value of the option on the settlement date.

In March 2010, our wholly owned subsidiary, Qwest Capital Funding, Inc. ("QCF") completed a cash tender offer for the purchase of any and all of the $1.204 billion aggregate principal amount of certain of its notes, consisting of $403 million of its 7.90% Notes due 2010 and $801 million of its 7.25% Notes due 2011. With respect to QCF's 7.90% Notes due 2010, QCF received and accepted tenders of approximately $338 million aggregate principal amount of these notes, or 84%, for $347 million, resulting in a loss of $10 million. With respect to QCF's 7.25% Notes due 2011, QCF received and accepted tenders of approximately $622 million aggregate principal amount of these notes, or 78%, for $650 million, resulting in a loss of $30 million. The combined loss on this tender offer, net of deferred taxes, reduced net income by approximately $25 million, or approximately $0.01 per basic and diluted common share, for the predecessor year ended December 31, 2010.

In October 2011, QC used the net proceeds of $927 million from the October 4, 2011 issuance, together with the $557 million of net proceeds received from the September 21, 2011 debt issuance described above and available cash, to redeem the $1.5 billion aggregate principal amount of its 8.875% Notes due 2012 and to pay all related fees and expenses, which resulted in an immaterial loss.

In June 2011, QC used the net proceeds of $642 million from the June 8, 2011 debt issuance, together with available cash, to redeem $825 million aggregate principal amount of its 7.875% Notes due 2011 and to pay related fees and expenses, which resulted in an immaterial loss.

In February 2011, QCF paid at maturity the $179 million aggregate principal amount of its 7.25% Notes due 2011.

In November and December 2010, we redeemed all of the then-outstanding $1.118 billion aggregate principal amount of QCII's 3.50% Convertible Senior Notes and the remaining embedded option for $616 million. This resulted in no gain or loss on the notes and a total loss of $475 million on the embedded conversion option for the year ended December 31, 2010.

In August 2010, QCF paid at maturity the remaining $65 million aggregate principal amount of its 7.90% Notes due 2010.

In February 2010, we redeemed $525 million aggregate principal amount of QCII's Senior Notes due 2011, resulting in an immaterial loss.

In June 2010, QC paid at maturity the $500 million aggregate principal amount of its 6.95% Term Loan due 2010.

In August 2009, QCF paid at maturity $562 million aggregate principal amount of its 7.0% Notes due 2009.

In January 2009, we redeemed $230 million aggregate principal amount of QCII's Floating Rate Senior Notes due 2009.

Aggregate maturities of our long-term debt (excluding unamortized premiums, discounts, and other):

Interest expense includes interest on long-term debt. The following table presents the amount of gross interest expense, net of capitalized interest:

	Successor			Predecessor

	Nine Months Ended December 31, 2011			Three Months Ended March 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2009
	(Dollars in millions)
Interest expense on long-term debt:
Gross interest expense	$	495			232			1,057			1,103
Capitalized interest		(9	)		(5	)		(18	)		(14	)

Total interest expense on long-term debt	$	486			227			1,039			1,089

As of the successor date of December 31, 2011, we had outstanding a total of $2.650 billion aggregate principal amount of senior notes. The $2.650 billion in notes is guaranteed on a senior unsecured basis by our wholly owned subsidiaries, QSC and QCF. The indenture governing these notes limits QCII's and its subsidiaries' ability to:

In the event that our senior notes would receive investment grade ratings, most of the covenants with respect to the notes will be subject to suspension or termination. Under the indenture governing these notes, we must repurchase the notes upon certain changes of control. This indenture also contains provisions for cross acceleration relating to any of our other debt obligations and the debt obligations of our restricted subsidiaries in an aggregate amount in excess of $100 million. CenturyLink's acquisition of us does not constitute a change of control under the indenture governing these notes. We were in compliance with all of the covenants as of the successor date of December 31, 2011.

The indentures governing our subsidiary QCF and QC notes contain certain covenants including, but not limited to: (i) a prohibition on certain liens on our assets; and (ii) a limitation on mergers or sales of all, or substantially all, of our assets, which limitation requires that a successor assume the obligation with regard to these notes. These indentures do not contain any cross-default provisions. Our subsidiaries were in compliance with all of the provisions and covenants of their debt agreements as of the successor date of December 31, 2011.

On January 27, 2012, we called $800 million of QCII's 7.5% notes due February 15, 2014. The principal amount plus all accrued interest will be redeemed on March 1, 2012 at a redemption price of 100%.