Long-Term Debt and Revolving Promissory Notes

6 Months Ended

Jun. 30, 2013

Long-Term Debt and Revolving Promissory Notes

Long-Term Debt and Revolving Promissory Notes

(2)   Long-Term Debt and Revolving Promissory Notes

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

	Interest Rates	Maturities	June 30, 2013		December 31, 2012
			(Dollars in millions)
Qwest Communications International Inc.
Senior notes	7.125%	2018	$	800		800
Unamortized premiums				45		49
Qwest Capital Funding
Senior notes	6.500% - 7.750%	2018 - 2031		981		981
Unamortized premiums, net				26		27
Qwest Corporation
Senior notes	6.125% - 8.375%	2014 - 2053		7,411		7,386
Capital lease and other obligations	Various	Various		95		113
Unamortized premiums, net				98		127
Qwest Communications Company, LLC
Capital lease and other obligations	Various	Various		130		145
Total long-term debt				9,586		9,628
Less current maturities				(100)		(856)
Long-term debt, excluding current maturities			$	9,486		8,772

New Issuance

        On May 23, 2013, Qwest Corporation ("QC") issued $775 million aggregate principal amount of 6.125% Notes due 2053, including $25 million principal amount that was sold pursuant to an over-allotment option granted to the underwriters for the offering, in exchange for net proceeds, after deducting underwriting discounts and expenses, of approximately $752 million. The Notes are unsecured obligations and may be redeemed, in whole or in part, on or after June 1, 2018 at a redemption price equal to 100% of the principal amount redeemed plus accrued interest.

Repayment

        On June 17, 2013, QC paid at maturity the $750 million principal amount of its floating rate Notes.

Revolving Promissory Notes

        QCII has a revolving promissory note with an affiliate of CenturyLink that provides us with a funding commitment with an aggregate principle amount available of $3.0 billion through June 30, 2022, of which $1.9 billion was outstanding as of June 30, 2013. As of June 30, 2013, the weighted average interest rate under this note was 6.665%. This revolving promissory note and accrued interest thereon is reflected on our consolidated balance sheets as a current liability under notes payable—affiliates.

        QC has a revolving promissory note with an affiliate of CenturyLink that provides QC with a funding commitment with an aggregate principle amount available of $1.0 billion through June 30, 2022, of which $729 million was outstanding as of June 30, 2013. As of June 30, 2013, the weighted average interest rate under this note was 6.665%. This revolving promissory note and accrued interest thereon is reflected on our consolidated balance sheets as a current liability under notes payable—affiliates.

Covenants

        As of June 30, 2013, we believe we were in compliance with the provisions and covenants of our debt agreements.