Long-Term Debt and Credit Facilities

9 Months Ended

Sep. 30, 2019

The following chart reflects the consolidated long-term debt of CenturyLink, Inc. and its subsidiaries, including unamortized discounts and premiums and unamortized debt issuance costs, but excluding intercompany debt:



	Interest Rates⁽¹⁾	Maturities	September 30, 2019			December 31, 2018
			(Dollars in millions)
Senior Secured Debt: ⁽²⁾
CenturyLink, Inc.
2017 Revolving Credit Facility	4.786%	2022	$	700		550
Term Loan A ⁽³⁾	LIBOR + 2.75%	2022	1,558			1,622
Term Loan A-1 ⁽³⁾	LIBOR + 2.75%	2022	338			351
Term Loan B ⁽³⁾	LIBOR + 2.75%	2025	5,895			5,940
Subsidiaries:
Level 3 Financing, Inc.
Tranche B 2024 Term Loan ⁽⁴⁾	LIBOR + 2.25%	2024	4,611			4,611
Embarq Corporation subsidiaries
First mortgage bonds	7.125% - 8.375%	2023 - 2025	138			138
Senior Notes and Other Debt:
CenturyLink, Inc.
Senior notes	5.625% - 7.650%	2019 - 2042	7,446			8,036
Subsidiaries:
Level 3 Financing, Inc.
Senior notes	4.625% - 6.125%	2021 - 2027	5,915			5,315
Level 3 Parent, LLC
Senior notes	5.750%	2022	600			600
Qwest Corporation
Senior notes	6.125% - 7.750%	2021 - 2057	5,956			5,956
Term loan	4.050%	2025	100			100
Qwest Capital Funding, Inc.
Senior notes	6.875% - 7.750%	2021 - 2031	352			697
Embarq Corporation and subsidiary
Senior note	7.995%	2036	1,450			1,485
Other	9.000%	2019	148			150
Finance lease and other obligations	Various	Various	214			801
Unamortized discounts and other, net			(30		)	(8	)
Unamortized debt issuance costs			(266		)	(283	)
Total long-term debt			35,125			36,061
Less current maturities			(1,744		)	(652	)
Long-term debt, excluding current maturities			$	33,381		35,409

______________________________________________________________________


(1)	As ofSeptember 30, 2019.


(2)	For information on certain parent or subsidiary guarantees and liens securing this debt, see "Other" below.


(3)	Term Loans A, A-1 and B had interest rates of 4.794% and 5.272% as of September 30, 2019 and December 31, 2018, respectively.


(4)	The Tranche B 2024 Term Loan had an interest rate of 4.294% as of September 30, 2019 and 4.754% as of December 31, 2018, respectively.

Long-Term Debt Maturities

Set forth below is the aggregate principal amount of our long-term debt (excluding unamortized discounts, net and unamortized debt issuance costs) maturing during the following years as of September 30, 2019:



	(Dollars in millions)
2019 (remaining three months)	$	640
2020	1,190
2021	2,478
2022	5,250
2023	2,095
2024 and thereafter	23,768
Total long-term debt	$	35,421

Repayments

During the nine months ended September 30, 2019, CenturyLink and its affiliates repurchased approximately $1.1 billion of their respective debt securities, which primarily included approximately $400 million of Level 3 Financing, Inc. senior notes, $345 million of Qwest Capital Funding senior notes, $340 million of CenturyLink, Inc. senior notes, which resulted in a gain of $70 million. Additionally, during the period CenturyLink paid $249 million of its maturing senior notes and $122 million of amortization payments under its term loans.

New Issuance

On September 25, 2019, Level 3 Financing, Inc. issued $1.0 billion of 4.625% Senior Notes due 2027. The proceeds from the offering together with cash on hand will be used for general corporate purposes, including, without limitation, to redeem all $240 million outstanding principal amount of Level 3 Financing, Inc.'s 6.125% Senior Notes due 2021, all $600 million outstanding principal amount of Level 3 Parent, LLC's 5.75% Senior Notes due 2022 and $160 million of Level 3 Financing, Inc.'s $1 billion in outstanding principal amount of 5.375% Senior Notes due 2022 during the fourth quarter of 2019. See "Subsequent Event" below.

Covenants

Certain of our debt instruments contain affirmative and negative covenants. Debt at CenturyLink, Inc., Level 3 Parent, LLC, and Level 3 Financing, Inc. contain more extensive covenants including, among other things and subject to certain 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, CenturyLink, Inc. and certain of its affiliates will be required to offer to purchase certain of their respective outstanding debt under certain circumstances in connection with certain specified "change of control" transactions.

Certain of our debt instruments contain cross acceleration provisions.

Compliance

As of September 30, 2019, CenturyLink, 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.

Other

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. See Note 10—Derivative Financial Instruments.

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. See Note 10—Derivative Financial Instruments.

For additional information on our long-term debt and credit facilities, see Note 6—Long-Term Debt and Credit Facilities to our consolidated financial statements in Item 8 of Part II of our annual report on Form 10-K for the year ended December 31, 2018.

Subsequent Event

On October 15, 2019, we repaid the $148 million outstanding principal amount of Centel Capital Corporation 9.000% notes at maturity. On October 25, 2019 we redeemed all $240 million outstanding principal amount of Level 3 Financing, Inc.'s remaining 6.125% Senior Notes due 2021 and $160 million of Level 3 Financings, Inc.'s $1 billion in outstanding principal amount of 5.375% Senior Notes due 2022. On October 17, 2019 we issued a notice of redemption on all $600 million outstanding principal amount of Level 3 Parent, LLC's 5.75% Senior Notes due 2022 on December 1, 2019.