Long-Term Debt and Credit Facilities (Tables)

9 Months Ended

Sep. 30, 2024

Schedule of Long-term Debt Including Unamortized Discounts and Premiums

The following tables reflect the consolidated long-term debt of Lumen Technologies and its subsidiaries as of the dates indicated below, including unamortized discounts and premiums and unamortized debt issuance costs:


	Interest Rates(1)	Maturities(1)	September 30, 2024		December 31, 2023
			(Dollars in millions)
Secured Senior Debt: (2)
Lumen Technologies, Inc.

Series A Revolving Credit Facility	SOFR + 4.00%	2028	$	—	—
Series B Revolving Credit Facility	SOFR + 6.00%	2028	—		—
Term Loan A(3)	SOFR + 6.00%	2028	362		—
Term Loan B-1(4)	SOFR + 2.35%	2029	1,610		—
Term Loan B-2(4)	SOFR + 2.35%	2030	1,610		—

Term Loan B(5)	SOFR + 2.25%	2027	57		3,891
Other Facilities(6)	SOFR + 2.00%	2025	—		1,399
Superpriority Notes	4.125% - 10.000%	2029 - 2032	1,247		—
Former Parent Secured Notes	4.000%	2027	—		1,250
Subsidiaries
Level 3 Financing, Inc.

Term Loan B-1(7)	SOFR + 6.56%	2029	1,199		—
Term Loan B-2(7)	SOFR + 6.56%	2030	1,199		—
Former Level 3 Facility(8)	SOFR + 1.75%	2027	12		2,411
First Lien Notes(9)	10.500% - 11.000%	2029 - 2030	3,846		925
Second Lien Notes	3.875% - 10.000%	2029 - 2032	2,579		—
Former Level 3 Senior Notes	3.400% - 3.875%	2027 - 2029	—		1,500
Unsecured Senior Notes and Other Debt:
Lumen Technologies, Inc.
Senior notes(10)	4.000% - 7.650%	2025 - 2042	1,539		2,143
Subsidiaries:
Level 3 Financing, Inc.
Senior notes(11)	3.400% - 4.625%	2027 - 2029	1,508		3,940
Qwest Corporation
Senior notes	6.500% - 7.750%	2025 - 2057	1,974		1,986
Term loan(12)	SOFR + 2.50%	2027	—		215
Qwest Capital Funding, Inc.
Senior notes	6.875% - 7.750%	2028 - 2031	192		192
Finance lease and other obligations	Various	Various	263		285
Unamortized discounts, net			(412)		(4)
Unamortized debt issuance costs			(228)		(145)
Total long-term debt			18,557		19,988
Less current maturities			(415)		(157)
Long-term debt, excluding current maturities			$	18,142	19,831

______________________________________________________________________

(1)As of September 30, 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 secured by assets of the issuer, guaranteed on a secured or unsecured basis by certain affiliates of the issuer, or both. As discussed further in footnotes 10 and 11, we reclassified in the table above certain notes that were guaranteed, secured, or both prior to the Effective Date (as defined below) from “secured” to “unsecured” in light of amendments that released such security interests.

(3)Term Loan A had an interest rate of 11.247% as of September 30, 2024.

(4)Term Loan B-1 and B-2 each had an interest rate of 7.742% as of September 30, 2024.

(5)Term Loan B had an interest rate of 7.611% and 7.720% as of September 30, 2024 and December 31, 2023, respectively.

(6)Reflects revolving credit facility and term loan A and A-1 debt issued under the Former Parent Facilities, which had interest rates of 7.464% and 7.470%, respectively, as of December 31, 2023.

(7)The Level 3 Term Loan B-1 and B-2 each had an interest rate of 11.838% as of September 30, 2024.

(8)Reflects Level 3 Tranche B 2027 Term Loan issued under the Former Level 3 Facility, which had an interest rate of 7.111% and 7.220% as of September 30, 2024 and December 31, 2023, respectively.

(9)Includes Level 3'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's first lien notes issued on March 22, 2024.

(10)The total amount of these notes at September 30, 2024 includes the remaining aggregate principal amount due under the Former Parent Secured Notes, the terms of which were amended on March 22, 2024 to release the guarantees of such debt that could be released in accordance with their indentures and the security interests relating thereto.

(11)The total amount for these notes at September 30, 2024 includes the remaining aggregate principal amount due under the Former Level 3 Secured Notes, the terms of which were amended on March 22, 2024 to release the security interests relating thereto.

(12)The Qwest Corporation Term Loan had an interest rate of 7.970% as of December 31, 2023.

Schedule of Maturities of Long-Term Debt

Set forth below is the aggregate principal amount of our long-term debt as of September 30, 2024 (excluding unamortized discounts, net, and unamortized debt issuance costs), maturing during the following years.


	(Dollars in millions)
2024 (remaining three months)	$	23
2025	448
2026	101
2027	302
2028	1,080
2029 and thereafter	17,243
Total long-term debt	$	19,197

Schedule of Debt Issuances

The following table sets forth the aggregate principal amount of each series of senior unsecured notes of Lumen and Level 3 Financing exchanged and retired on September 24, 2024 in connection with the Exchange Offers:


Debt	Aggregate Principal Amount (in millions)
Lumen Technologies, Inc.
5.125% senior notes due 2026	$	137
4.000% senior secured notes due 2027 (unsecured)	188
6.875% debentures, series G, due 2028	80
4.500% senior notes due 2029	86
Level 3 Financing, Inc.
3.400% senior secured notes due 2027 (unsecured)	77
4.625% senior notes due 2027	280
Total	$	848

The following table sets forth the aggregate principal balance as of September 30, 2024 of the debt issued by Lumen or Level 3 Financing in connection with the TSA Transactions:


New Debt Issuances(1)	Aggregate Principal Amount as of September 30, 2024 (in millions)
Lumen Technologies, Inc.
Term Loan A(2)		$	362
Term Loan B-1(2)		1,610
Term Loan B-2(2)		1,610
4.125% Superpriority Notes due 2029-2030		808
Level 3 Financing, Inc.
Term Loan B-1		1,199
Term Loan B-2		1,199
10.500% First Lien Notes due 2029		668
10.750% First Lien Notes due 2029		678
11.000% First Lien Notes due 2029		1,575
4.875% Second Lien Notes due 2029		606
4.500% Second Lien Notes due 2030		712
3.875% Second Lien Notes due 2030		458
4.000% Second Lien Notes due 2031		453
Total		$	11,938

______________________________________________________________________

(1)Except for Lumen's Term Loan A and $1.375 billion of Level 3 Financing's 11.000% First Lien Notes due 2029, all of the new debt listed in this table was issued in the first quarter of 2024 in exchange for previously-issued debt of Lumen or Level 3 Financing in connection with the TSA Transactions.

(2)Reflects approximately $53 million of term loan installment payments made between the Effective Date and September 30, 2024.

Schedule of Debt Repayments and Exchanges

The following table sets forth the aggregate principal amount of each of Lumen's consolidated debt arrangements that were partially or fully paid in exchange for cash or newly-issued debt during the first quarter of 2024 in connection with the TSA Transactions:


	Aggregate Principal Amount (in millions)
Debt	Repaid		Exchanged
Lumen Technologies, Inc.
Term Loan A	$	933	—
Term Loan A-1	266		—
Term Loan B	575		3,259
5.125% Senior Notes due 2026	116		147
4.000% Senior Notes due 2027	153		865
Level 3 Financing, Inc.
Term Loan B	—		2,398
3.400% Senior Notes due 2027	—		668
3.875% Senior Notes due 2029	—		678
4.625% Senior Notes due 2027	—		606
4.250% Senior Notes due 2028	—		712
3.625% Senior Notes due 2029	—		458
3.750% Senior Notes due 2029	—		453
Qwest Corporation
Senior Term B Loan	215		—
Total	$	2,258	10,244

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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