(4) Long-Term Debt and Revolving Promissory Notes

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

			Successor

	Interest Rates	Maturities	December 31, 2012			December 31, 2011
			(Dollars in millions)
Qwest Communications International Inc.
Senior notes	7.125%	2018	$	800			2,650
Unamortized premiums				49			117
Qwest Capital Funding
Senior Notes	6.500% - 7.750%	2018 - 2031		981			981
Unamortized premiums, net				27			28
Qwest Corporation
Senior notes⁽¹⁾	6.500% - 8.375%	2013 - 2052		7,386			7,829
Capital lease and other obligations	Various	Various		113			176
Unamortized premiums, net				127			320
Qwest Communications Company, LLC
Capital lease and other obligations	Various	Various		145			195

Total long-term debt				9,628			12,296
Less current maturities				(856	)		(117	)

Long-term debt, excluding current maturities			$	8,772			12,179

(1): The $750 million of Qwest Corporation Notes due 2013 are floating rate notes, with rates that reset every three months. As of the most recent measurement date of December 17, 2012, the rate for these notes was 3.558%.

New Issuances

2012

On June 25, 2012, QC issued $400 million aggregate principal amount of 7.00% Notes due 2052 in exchange for net proceeds, after deducting underwriting discounts and expenses, of $387 million. The Notes are unsecured obligations and may be redeemed, in whole or in part, on or after July 1, 2017 at a redemption price equal to 100% of the principal amount redeemed plus accrued interest.

In connection with consummating the April 18, 2012 tender offer described below under "Repayments", QC borrowed from a CenturyLink affiliate approximately $580 million under a revolving promissory note, payable upon demand. The promissory note is unsecured and ranked equally to QC's senior notes.

On April 2, 2012, QC issued $525 million aggregate principal amount of 7.00% Notes due 2052 in exchange for net proceeds, after deducting underwriting discounts and expenses, of $508 million. The Notes are unsecured obligations and may be redeemed, in whole or in part, on or after April 1, 2017 at a redemption price equal to 100% of the principal amount redeemed plus accrued interest.

2011

On October 4, 2011, our wholly owned subsidiary, Qwest Corporation ("QC"), issued $950 million aggregate principal amount of its 6.75% Notes due 2021 in exchange for net proceeds, after deducting underwriting discounts and expenses, of $927 million. The notes are senior unsecured obligations of QC and may be redeemed, in whole or in part, 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 interest rate specified in the indenture agreement plus 50 basis points.

On September 21, 2011, QC issued $575 million aggregate principal amount of its 7.50% Notes due 2051 in exchange for net proceeds, after deducting underwriting discounts and expenses, of $557 million. The notes are senior unsecured obligations of QC and may be redeemed, in whole or in part, on or after September 15, 2016 at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest to the redemption date.

On June 8, 2011, QC issued $661 million aggregate principal amount of its 7.375% Notes due 2051 in exchange for net proceeds, after deducting underwriting discounts and expenses, of $642 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 equal to 100% of the principal amount redeemed plus accrued and unpaid interest to the redemption date.

CenturyLink has a revolving credit facility (the "Credit Facility") maturing April 2017 that allows CenturyLink to borrow up to $2 billion for the general corporate purposes of itself and its subsidiaries. Up to $400 million of the Credit Facility can be used for letters of credit, which reduce the amount available for other extensions of credit. Interest is assessed on borrowings using the London Interbank Offered Rate ("LIBOR"), Prime Rate (as defined) or Fed Funds Rate (as defined) plus an applicable margin between 0.25% and 2.25% per annum depending on the type of loan and CenturyLink's then-current senior unsecured long-term debt rating. CenturyLink also maintains a separate letter of credit arrangement with a financial institution amounting to $160 million to which we have access. As of the successor date of December 31, 2012, CenturyLink had approximately $820 million and $120 million outstanding under the Credit Facility and the separate letter of credit arrangement, respectively. QCII and our wholly-owned subsidiary, Qwest Services Corporation ("QSC"), are guarantors of the Credit Facility.

Repayments

2012

On October 26, 2012, QCII redeemed all $550 million of its 8.00% Notes due 2015 using funds borrowed under CenturyLink's Credit Facility. This redemption resulted in a gain of $15 million.

On July 20, 2012, QC redeemed all $484 million of its 7.50% Notes due 2023, which resulted in an immaterial loss.

On May 17, 2012, QCII redeemed $500 million of its 7.50% Notes due 2014, which resulted in an immaterial gain.

On April 18, 2012, QC completed a cash tender offer to purchase a portion of its $811 million of 8.375% Notes due 2016 and its $400 million of 7.625% Notes due 2015. With respect to its 8.375% Notes due 2016, QC received and accepted tenders of approximately $575 million aggregate principal amount of these notes, or 71%, for $722 million including a premium, fees and accrued interest. With respect to its 7.625% Notes due 2015, QC received and accepted tenders of approximately $308 million aggregate principal amount of these notes, or 77%, for $369 million including a premium, fees and accrued interest. The completion of this tender offer resulted in a loss of $46 million.

On March 1, 2012, QCII redeemed $800 million of its 7.50% Notes due 2014, which resulted in a gain of $8 million.

2011

In October 2011, QC used the net proceeds of $927 million from the October 4, 2011 issuance, together with the $557 million of net proceeds received from the September 21, 2011 debt issuance described above and available cash, to redeem the $1.5 billion aggregate principal amount of its 8.875% Notes due 2012 and to pay all related fees and expenses, which resulted in a loss of $6 million.

In June 2011, QC used the net proceeds of $642 million from the June 8, 2011 debt issuance, together with available cash, to redeem $825 million aggregate principal amount of its 7.875% Notes due 2011 and to pay related fees and expenses, which resulted in an immaterial loss.

In February 2011, our wholly owned subsidiary, Qwest Capital Funding, Inc ("QCF") paid at maturity the $179 million aggregate principal amount of its 7.25% Notes due 2011.

2010

In November and December 2010, we redeemed all of the then-outstanding $1.118 billion aggregate principal amount of our 3.50% Convertible Senior Notes due 2025 and the remaining embedded option for $616 million. This, and a partial repurchase of these notes in August 2010, resulted in no gain or loss on the notes and a total loss of $475 million on the embedded conversion option for the year ended predecessor December 31, 2010.

Aggregate Maturities of Long-Term Debt

Aggregate maturities of our long-term debt (excluding unamortized premiums, discounts, and other):

	(Dollars in millions)

2013	$	856
2014		687
2015		134
2016		243
2017		503
2018 and thereafter		7,002

Total long-term debt	$	9,425

Revolving Promissory Notes

On September 27, 2012, we entered into a revolving promissory note with an affiliate of CenturyLink that provides us with a funding commitment with an aggregate principle amount available to $3.0 billion through June 30, 2022, of which $2.0 billion was outstanding as of the successor date of December 31, 2012. The revolving promissory note is payable on demand and ranked equally to our Senior Notes. Interest is accrued on the outstanding balance using a weighted average per annum interest rate of CenturyLink's outstanding borrowings for the interest period. As of the successor date of December 31, 2012, the weighted average interest rate was 6.706%. The accrued interest and outstanding principle balance are payable on demand, or no later than June 30, 2022. This revolving promissory note is reflected on our consolidated balance sheets under "Notes payable—affiliate".

On April 18, 2012, QC entered into a revolving promissory note with an affiliate of CenturyLink that provides us with a funding commitment with an aggregate principle amount available to $1.0 billion through June 30, 2022, of which $701 million was outstanding as of the successor date of December 31, 2012. The revolving promissory note is payable on demand and ranked equally to our Senior Notes. Interest is accrued on the outstanding balance using a weighted average per annum interest rate of CenturyLink's outstanding borrowings for the interest period. As of the successor date of December 31, 2012, the weighted average interest rate was 6.706%. The accrued interest and outstanding principle balance are payable on demand, or no later than June 30, 2022. This revolving promissory note is reflected on our consolidated balance sheets under "Note payable—affiliate".

Interest Expense

Interest expense includes interest on long-term debt. The following table presents the amount of gross interest expense, net of capitalized interest and interest expense—affiliates:

	Successor						Predecessor

	Year Ended December 31, 2012			Nine Months Ended December 31, 2011			Three Months Ended March 31, 2011			Year Ended December 31, 2010
	(Dollars in millions)
Interest expense:
Gross interest expense	$	637			495			232			1,057
Capitalized interest		(26	)		(9	)		(5	)		(18	)

Total interest expense	$	611			486			227			1,039

Interest expense—affiliates	$	144			—			—			—

Covenants

As of the successor date of December 31, 2012, we had outstanding a total of $800 million aggregate principal amount of senior notes which are guaranteed on a senior unsecured basis by our wholly owned subsidiaries, QSC and QCF. The indenture governing these notes limits QCII's and its subsidiaries' ability to:

•

incur or guarantee additional debt or issue preferred stock;

•

pay dividends or distributions on or redeem or repurchase capital stock;

•

make investments and other restricted payments;

•

issue or sell capital stock of restricted subsidiaries;

•

grant liens;

•

transfer or sell assets;

•

consolidate or merge or transfer all or substantially all of our assets; and

•

enter into transactions with affiliates.

In the event that our senior notes would receive or maintain an investment grade rating, from one rating agency most of the covenants with respect to the notes will be subject to suspension or termination. Under the indenture governing these notes, we must repurchase the notes upon certain changes of control. This indenture also contains provisions for cross acceleration relating to the default on any of our other debt obligations and the debt obligations of our restricted subsidiaries in an aggregate amount in excess of $100 million. CenturyLink's acquisition of us does not constitute a change of control under the indenture governing these notes. We determined we were in compliance with all of the covenants as of the successor date of December 31, 2012.

The indentures governing our subsidiary QCF and QC notes contain certain covenants including, but not limited to: (i) a prohibition on certain liens on our assets; and (ii) a limitation on mergers or sales of all, or substantially all, of our assets, which limitation requires that a successor assume the obligation with regard to these notes. These indentures do not contain any cross-default provisions. Our subsidiaries were in compliance with all of the provisions and covenants of their debt agreements as of the successor date of December 31, 2012.