Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of long-term debt

The following table 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)	March 31, 2024		December 31, 2023
			(Dollars in millions)
Level 3 Financing, Inc.
Secured Senior Debt:(2)
New Facilities:
Term Loan B-1(3)	SOFR + 6.560%	2029	$	1,199	—
Term Loan B-2(3)	SOFR + 6.560%	2030	1,199		—
Former Facility(4)	SOFR + 1.75%	2027	12		2,411
First Lien Notes(5)	10.500% to 11.000%	2029 - 2030	3,846		925
Second Lien Notes	3.875% to 4.875%	2029 - 2031	2,229		—
Former Senior Notes	3.400% - 3.875%	2027 - 2029	—		1,500
Unsecured Senior Notes:
Senior notes (6)	3.400% - 4.625%	2027 - 2029	1,865		3,940
Finance leases and other obligations	Various	Various	252		259
Unamortized (discounts) premiums, net			(258)		2
Unamortized debt issuance costs			(157)		(54)
Total long-term debt			10,187		8,983
Less current maturities			(32)		(31)
Long-term debt, excluding current maturities			$	10,155	8,952

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(1)As of March 31, 2024. All references to "SOFR" refer to the Secured Overnight Financing Rate.

(2)As discussed further below in this Note, the debt listed under the caption “Senior Secured Debt” is either guaranteed by affiliates of the issuer, secured, or both. As discussed further in footnote 6, we reclassified in the "March 31, 2024" column of the table above certain notes that were secured prior to the Effective Date from “secured” to “unsecured” in light of amendments that released such prior security interests.

(3)The Term Loan B-1 and B-2 each had an interest rate of 11.889% as of March 31, 2024.

(4)Reflects Level 3 Tranche B 2027 Term Loan issued under the Former Facilities, which had an interest rate of 7.195% and 7.220% as of March 31, 2024 and December 31, 2023, respectively.

(5)Includes Level 3 Financing's 10.500% Senior Secured Notes due 2030 issued in early 2023, the terms of which have been amended to be consistent with Level 3 Financing's first lien notes issued on March 22, 2024.

(6)The total debt for these notes at March 31, 2024 includes the remaining aggregate principal amount due under the Former Secured Notes, the terms of which were amended on March 22, 2024 to release the guarantees of such debt and certain security interests relating thereto.

Schedule of aggregate future contractual maturities of long-term debt and capital leases (excluding discounts)

Set forth below is the aggregate principal amount of our long-term debt as of March 31, 2024 (excluding unamortized (discounts) premiums, net, unamortized debt issuance costs, and intercompany debt), maturing during the following years:

	(Dollars in millions)
2024 (remaining nine months)	$	24
2025	37
2026	35
2027	507
2028	507
2029 and thereafter	9,492
Total long-term debt	$	10,602

Schedule of debt exchanges and issuances

The following table sets forth the aggregate principal amount of (i) former debt of Level 3 exchanged for new Level 3 debt and (ii) new debt issued by Level 3 in exchange for former Level 3 debt (except as otherwise noted), in each case during the three months ended March 31, 2024 in connection with the TSA Transaction:

Former notes or facility exchanged	New notes or facility issued	Aggregate principal amount exchanged/issued (in millions)(1)
Term Loan B	Term Loan B-1, B-2	$	2,398
3.400% Senior Notes due 2027	10.500% First Lien Notes due 2029	668
3.875% Senior Notes due 2029	10.750% First Lien Notes due 2029	678
4.625% Senior Notes due 2027	4.875% Second Lien Notes due 2029	606
4.250% Senior Notes due 2028	4.500% Second Lien Notes due 2030	712
3.625% Senior Notes due 2029	3.875% Second Lien Notes due 2030	458
3.750% Senior Notes due 2029	4.000% Second Lien Notes due 2031	453
n/a	11.000% First Lien Notes due 2029(2)	1,575
Total		$	7,548

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(1)See our long-term debt table above for information on the amount of former debt that remains outstanding as of March 31, 2024.

(2)Issued for cash and the other consideration described above.