Long-term debt, including unamortized discounts and premiums, at June 30, 2011 and December 31, 2010 consisted of borrowings by CenturyLink, Inc. and certain of its subsidiaries, as follows:

		June 30, 2011

		June 30, 2011							December 31, 2010 Carrying Amount
		Principal Amount		Premiums, Discounts and Other, net			Carrying Amount		December 31, 2010 Carrying Amount
		(Dollars in millions)
CenturyLink, Inc.		$	4,519		(24	)		4,495		2,885
Subsidiaries
	Qwest		11,796		615			12,411		—
	Embarq Corporation		4,535		(173	)		4,362		4,360
	Other		76		—			76		83

Total long-term debt			20,926		418			21,344		7,328
Less current maturities			1,610		—			1,610		12

Long-term debt, excluding current maturities		$	19,316		418			19,734		7,316

As a result of the acquisition of Qwest on April 1, 2011, Qwest's existing debt obligations, which consisted primarily of debt securities issued by Qwest Communications International Inc. and two of its subsidiaries, are now included in our consolidated debt balances. On the acquisition date, Qwest's debt securities had stated principal balances totaling $11.598 billion, predominantly fixed contractual interest rates ranging from 6.5% to 8.875% (weighted average of 7.63%) and maturities ranging from 2011 to 2043. The indentures governing Qwest's debt securities contain customary covenants that restrict the ability of Qwest or its subsidiaries from incurring additional debt, making certain payments and investments, granting liens, and selling or transferring assets. We do not anticipate that these covenants will significantly restrict our ability to manage cash balances or transfer cash between entities within our company as needed. In accounting for the Qwest acquisition, we recorded Qwest's debt securities at their estimated fair values, which totaled $12.292 billion as of April 1, 2011. We also recorded capital leases and certain other obligations of Qwest at their estimated fair values totaling $383 million as of April 1, 2011. Our acquisition date fair value estimates were based primarily on quoted market prices in active markets and other observable inputs where quoted market prices were not available. The amount by which the fair value of Qwest debt securities exceeds their stated principal balances on the acquisition date of $693 million will be recognized as an adjustment to interest expense over the remaining terms of the debt.

On June 8, 2011, our indirect wholly owned subsidiary, Qwest Corporation ("QC"), issued 7.375% Notes due June 1, 2051 in the aggregate principal amount of $661 million in exchange for net proceeds, after deducting underwriting discounts and expenses, of approximately $643 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 of 100%. QC used the net proceeds, together with available cash balances, to redeem $825 million aggregate principal amount of QC's 7.875% Notes due 2011, and to pay related fees and expenses.

On June 16, 2011, we issued unsecured senior notes with an aggregate principal amount of $2.000 billion ("Senior Notes"), consisting of (i) $400 million of 7.60% Senior Notes, Series P, due 2039, (ii) $350 million of 5.15% Senior Notes, Series R, due 2017 and (iii) $1.250 billion of 6.45% Senior Notes, Series S, due 2021. After deducting underwriting discounts and expenses, we received aggregate net proceeds of approximately $1.959 billion in exchange for the Senior Notes. We may redeem the Senior Notes, in whole or in part, at any time 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 security rate plus 50 basis points. We used the net proceeds to fund a portion of our acquisition of Savvis and repay certain of Savvis' debt (see Note 3—Acquisition of Savvis). In April 2011, we received commitment letters from two banks to provide up to $2 billion in bridge financing for the Savvis acquisition. This arrangement was terminated in June 2011 in connection with the issuance of the Senior Notes. Other (expense) income, net for the three and six months ended June 30, 2011 includes fees totaling $16 million that were incurred under the terminated arrangement.

Aggregate maturities of our long-term debt (excluding unamortized discounts and premiums) as of June 30, 2011 are as follows (dollars in millions):


Remainder of 2011 (classified as current)		$	61
Year ending December 31,
	2012 (including $1,549 classified as current)	$	1,929
	2013	$	1,657
	2014	$	2,006
	2015	$	1,349
Thereafter		$	13,924

In January 2011, we entered into a four-year revolving credit facility with various lenders ("Credit Facility"). The Credit Facility initially allowed us to borrow up to $1.000 billion. Upon consummation of the Qwest acquisition, our borrowing capacity under the Credit Facility increased to $1.700 billion. Up to $400 million of the Credit Facility can be used for letters of credit, which reduces the amount available for other extensions of credit. At June 30, 2011, we had no borrowings and $61 million in letters of credit outstanding under the Credit Facility, leaving $1.639 billion available for future use.

In April 2011, we entered into a $160 million uncommitted revolving letter of credit facility ("LC Facility"), which enables us to provide letters of credit under terms that may be more favorable than those under our $1.700 billion credit facility.

At June 30, 2011, our outstanding letters of credit totaled $131 million, including $70 million under the LC Facility.

At June 30, 2011, we were in compliance with the provisions and covenants contained in our credit facility and other debt agreements.