Long-Term Debt and Revolving Promissory Note

9 Months Ended

Sep. 30, 2012

Long-Term Debt and Revolving Promissory Note

Long-Term Debt and Revolving Promissory Note

(4) Long-Term Debt and Revolving Promissory Note

        Long-term debt, including unamortized discounts and premiums, is as follows:

			Successor
	Interest Rates	Maturities	September 30, 2012			December 31, 2011
			(Dollars in millions)
Qwest Communications International Inc.
Senior notes	7.125% - 8.000%	2015 - 2018	$	1,350			2,650
Unamortized premiums				89			117
Qwest Capital Funding
Senior notes	6.500% - 7.750%	2018 - 2031		981			981
Unamortized premiums, net				27			28
Qwest Corporation
Senior notes(1)	3.639% - 8.375%	2013 - 2052		7,386			7,829
Capital lease and other obligations	Various	Various		125			176
Unamortized premiums, net				141			320
Qwest Communications Company, LLC
Capital lease and other obligations	Various	Various		157			195
Total long-term debt				10,256			12,296
Less current maturities				(1,407	)		(117	)
Long-term debt, excluding current maturities			$	8,849			12,179

(1)

The $750 million of Qwest Corporation Notes due 2013 are floating rate notes, with rates that reset every three months. As of the most recent measurement date of September 17, 2012, the rate for these notes was 3.639%.

New Issuances

        On June 25, 2012, QC issued $400 million aggregate principal amount of 7.00% Notes due 2052 in exchange for net proceeds, after deducting underwriting discounts and expenses, of $387 million. The Notes are unsecured obligations and may be redeemed, in whole or in part, on or after July 1, 2017 at a redemption price equal to 100% of the principal amount redeemed plus accrued interest.

        In connection with consummating the April 18, 2012 tender offer described below under "Repayments", QC borrowed from a CenturyLink affiliate approximately $583 million under a revolving promissory note, payable upon demand. The promissory note is unsecured and is pari passu to QC's senior notes.

        On April 2, 2012, QC issued $525 million aggregate principal amount of 7.00% Notes due 2052 in exchange for net proceeds, after deducting underwriting discounts and expenses, of $508 million. The Notes are unsecured obligations and may be redeemed, in whole or in part, on or after April 1, 2017 at a redemption price equal to 100% of the principal amount redeemed plus accrued interest.

Repayments

        On July 20, 2012, QC redeemed all $484 million of its 7.50% Notes due 2023, which resulted in an immaterial loss.

        On May 17, 2012, QCII redeemed $500 million of its 7.50% Notes due 2014, which resulted in an immaterial gain.

        On April 18, 2012, QC completed a cash tender offer to purchase a portion of its $811 million of 8.375% Notes due 2016 and its $400 million of 7.625% Notes due 2015. With respect to its 8.375% Notes due 2016, QC received and accepted tenders of approximately $575 million aggregate principal amount of these notes, or 71%, for $722 million including a premium, fees and accrued interest. With respect to its 7.625% Notes due 2015, QC received and accepted tenders of approximately $308 million aggregate principal amount of these notes, or 77%, for $369 million including a premium, fees and accrued interest. The completion of this tender offer resulted in a loss of $46 million.

        On March 1, 2012, QCII redeemed $800 million of its 7.50% Notes due 2014, which resulted in an immaterial gain.

Revolving Promissory Note

        We have a revolving promissory note with an affiliate of CenturyLink that provides us with a funding commitment with an aggregate principle amount available to $3.0 billion through June 30, 2022 and $1,985 million outstanding as of the successor date of September 30, 2012. The revolving promissory note is subordinated to our Senior Notes. Interest is accrued on the outstanding balance using a weighted average per annum interest rate of CenturyLink's outstanding borrowings for the interest period. As of September 30, 2012, the weighted average interest rate was 6.0917%. The accrued interest and outstanding principle balance are payable on demand, and if no demand, then on June 30, 2022. This revolving promissory note is reflected on our consolidated balance sheets under "Notes payable—affiliates".

Covenants

        As of the successor date of September 30, 2012, we believe we were in compliance with the provisions and covenants of our debt agreements.

Subsequent Events

        On October 26, 2012, QCII redeemed all $550 million of its 8.00% Notes due 2015, which resulted in a gain of $15 million.