Long-Term Debt

9 Months Ended

Sep. 30, 2022

The following chart reflects our consolidated long-term debt, including finance leases and other obligations, unamortized discounts and premiums, net and unamortized debt issuance costs, but excluding intercompany debt:


	Interest Rates (1)	Maturities (1)	September 30, 2022		December 31, 2021
			(Dollars in millions)
Level 3 Financing, Inc.
Senior Secured Debt: (2)
Senior notes	3.400% - 3.875%	2027 - 2029	$	1,500	1,500
Tranche B 2027 Term Loan (3)	LIBOR + 1.75%	2027	2,411		3,111
Senior Notes and other debt:
Senior notes (4)	3.625% - 4.625%	2027 - 2029	3,940		5,515
Finance leases and other obligations	Various	Various	301		319
Unamortized premiums, net			3		34
Unamortized debt issuance costs			(50)		(57)
Total long-term debt			8,105		10,422
Less current maturities			(26)		(26)
Long-term debt, excluding current maturities			$	8,079	10,396

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(1)As of September 30, 2022.

(2)See Note 7—Long-Term Debt in our Annual Report on Form 10-K for the year ended December 31, 2021 for a description of certain affiliate guarantees and liens securing this debt.

(3)The Tranche B 2027 Term Loan had an interest rate of 4.865% and 1.854% as of September 30, 2022 and December 31, 2021, respectively.

(4)See Note 7—Long-Term Debt in our Annual Report on Form 10-K for the year ended December 31, 2021 for a description of guarantees provided by certain affiliates of Level 3 Financing, Inc.

Long-Term Debt Maturities

Set forth below is the aggregate principal amount of our long-term debt as of September 30, 2022 (excluding unamortized premiums, net, unamortized debt issuance costs, and intercompany debt), maturing during the following years:


	(Dollars in millions)
2022 (remaining three months)	$	8
2023	27
2024	32
2025	38
2026	36
2027 and thereafter	8,011
Total long-term debt	$	8,152

Debt Repayment

During the nine months ended September 30, 2022, we repaid the following aggregate principal amount of indebtedness through a combination of tender offers, redemptions, and repayments. These transactions resulted in a net gain of $9 million.


Debt	Period of Repayment	(Dollars in millions)
Tranche B 2027 Term Loan	Q3 2022	$	700
5.375% Senior Notes due 2025	Q3 2022	800
5.250% Senior Notes due 2026	Q3 2022	775
Total Debt Repayments		$	2,275

Covenants

The term loan and senior notes of Level 3 Financing, Inc. contain extensive affirmative and negative covenants. Such covenants include, among other things and subject to certain significant 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 including Lumen Technologies and its other subsidiaries, dispose of assets and merge or consolidate with any other person. Also, in connection with a "change of control" of Level 3 Parent, LLC, or Level 3 Financing, Inc., Level 3 Financing will be required to offer to repurchase or repay certain of its long-term debt at a price of 101% of the principal amount of debt repurchased or repaid, plus accrued and unpaid interest.

Certain of Lumen's and our debt instruments contain cross-acceleration provisions.

Compliance

As of September 30, 2022, we believe we were in compliance with the provisions and financial covenants contained in our debt agreements in all material respects.