Long-Term Debt

9 Months Ended

Sep. 30, 2019

Long-Term Debt

The following table summarizes our long-term debt:



	Interest Rates	Maturities	September 30, 2019			December 31, 2018
			(Dollars in millions)
Level 3 Parent, LLC
Senior notes ⁽¹⁾	5.750%	2022	$	600		600
Subsidiaries
Level 3 Financing, Inc.
Senior notes ⁽²⁾	4.625%-6.125%	2021 - 2027	5,915			5,315
Term loan ⁽³⁾	LIBOR + 2.25%	2024	4,611			4,611
Finance leases	Various	Various	160			163
Total long-term debt, excluding unamortized premiums			11,286			10,689
Unamortized premiums, net			129			155
Unamortized debt issuance costs			(13		)	—
Total long-term debt			11,402			10,844
Less current maturities			(407		)	(6	)
Long-term debt, excluding current maturities			$	10,995		10,838

(1) The notes are not guaranteed by any of Level 3 Parent, LLC's subsidiaries. See "Additional Information" within this Note for redemption

details.

(2) The notes are fully and unconditionally guaranteed on an unsubordinated unsecured basis by Level 3 Parent, LLC and Level 3

Communications, LLC. See "Subsequent Events" within this Note for redemption details.

(3) The Tranche B 2024 Term Loan is a secured obligation and is guaranteed by Level 3 Parent, LLC and certain of its subsidiaries. The Tranche

B 2024 Term Loan had an interest rate of 4.294% as of September 30, 2019 and 4.754% as of December 31, 2018. The interest rate on the

Tranche B 2024 Term Loan is set with a minimum London Interbank Offered Rate ("LIBOR") of zero percent.

Aggregate Maturities of Long-Term Debt

Set forth below is the aggregate principal amount of our long-term debt and finance leases (excluding unamortized premiums) maturing during the following years as of September 30, 2019:



	(Dollars in millions)
2019 (remaining three months)	$	403
2020	6
2021	7
2022	1,449
2023	1,210
2024 and thereafter	8,211
Total long-term debt	$	11,286

Repayments

During the nine months ended September 30, 2019, Level 3 Financing, Inc. repurchased approximately $400 million of its 6.125% Senior Notes due 2021.

New Issuance

On September 25, 2019, Level 3 Financing, Inc. issued $1.0 billion of 4.625% Senior Notes due 2027. The proceeds from the offering together with cash on hand will be used for general corporate purposes, including, without limitation, to redeem all of Level 3 Financing, Inc.'s $240 million outstanding principal amount of 6.125% Senior Notes due 2021, all of Level 3 Parent, LLC's $600 million outstanding principal amount of 5.75% Senior Notes due 2022 and $160 million of Level 3 Financing, Inc.'s $1 billion in outstanding principal amount of 5.375% Senior Notes due 2022. See "Subsequent Event" below.

Covenants

The term loan and senior notes of Level 3 Parent, LLC and 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 CenturyLink and its other subsidiaries, dispose of assets and merge or consolidate with any other person. Also, Level 3 Parent, LLC, as well as Level 3 Financing, Inc., will be required to offer to purchase certain of its long-term debt securities under certain circumstances in connection with a "change of control" of Level 3 Parent, LLC.

Certain of CenturyLink's and our debt instruments contain cross acceleration provisions. When present, these provisions could have a wider impact on liquidity than might otherwise arise from a default or acceleration of a single debt instrument.

Compliance

As of September 30, 2019, Level 3 Parent, LLC (as successor in interest to Level 3 Communications, Inc.) believes it and its subsidiaries were in compliance with the provisions and financial covenants in their respective material debt agreements in all material respects.

Additional Information

For additional information on our long-term debt, see Note 5—Long-Term Debt to our consolidated financial statements in Item 8 of Part II of our annual report on Form 10-K for the year ended December 31, 2018.

Subsequent Event

On October 25, 2019, Level 3 Financing, Inc. redeemed all of the $240 million outstanding aggregate principal amount of its 6.125% Senior Notes due 2021 and $160 million of the $1.0 billion outstanding principal amount of its 5.375% Senior Notes due 2022.

On October 17, 2019, Level 3 Parent, LLC. issued a notice of redemption on all $600 million outstanding principal amount of Level 3 Parent, LLC's 5.75% Senior Notes due 2022 on December 1, 2019.