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Long-Term Debt and Credit Facilities (Tables) | 9 Months Ended
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Sep. 30, 2024
Debt Disclosure [Abstract] |
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 |

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