Long-Term Debt and Revolving Promissory Note

9 Months Ended

Sep. 30, 2014

Long-Term Debt and Revolving Promissory Note

As of the dates indicated below, our long-term debt, including unamortized discounts and premiums and note payable-affiliate, was as follows:



	Interest Rates	Maturities	September 30, 2014			December 31, 2013
			(Dollars in millions)
Senior notes	6.125% - 8.375%	2014 - 2054	$	7,911		7,411
Capital lease and other obligations	Various	Various	40			72
Unamortized premiums, net			41			75
Total long-term debt			7,992			7,558
Less current maturities			(721		)	(637	)
Long-term debt, excluding current maturities			$	7,271		6,921
Note payable-affiliate	6.677%	2022	$	775		754

New Issuances

On September 29, 2014, we issued $500 million aggregate principal amount of 6.875% Notes due 2054, in exchange for net proceeds, after deducting underwriting discounts and other expenses, of $483 million. The Notes are senior unsecured obligations and may be redeemed, in whole or in part, on or after October 1, 2019, at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest to the redemption date.

Revolving Promissory Note

We are currently indebted to an affiliate of our ultimate parent company, CenturyLink, Inc. ("CenturyLink"), under a revolving promissory note that provides us with a funding commitment of up to $1.0 billion aggregate principal amount through June 30, 2022, of which $775 million was outstanding as of September 30, 2014. For the three months ended September 30, 2014, the weighted average interest rate was 6.677%. As of September 30, 2014 and December 31, 2013, this revolving promissory note is reflected on our consolidated balance sheets as a current liability under note payable-affiliate. As of September 30, 2014, $17 million of accrued interest is reflected in other current liabilities on our consolidated balance sheet.

Covenants

As of September 30, 2014, we believe we were in compliance with the provisions and covenants of our debt agreements.

Subsequent Event

On October 1, 2014, we paid at maturity the $600 million principal amount of our 7.50% Notes.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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