Long-Term Debt

As of June 30, 2013 and December 31, 2012, long-term debt was as follows:



(dollars in millions)	June 30, 2013			December 31, 2012
Senior Secured Term Loan*	$	2,611		$	2,614
Floating Rate Senior Notes due 2015 (4.215% as of June 30, 2013 and 4.469% as of December 31, 2012)	300			300
10% Senior Notes due 2018	640			640
11.875% Senior Notes due 2019	605			605
9.375% Senior Notes due 2019	500			500
8.125% Senior Notes due 2019	1,200			1,200
8.875% Senior Notes due 2019	300			300
8.625% Senior Notes due 2020	900			900
7% Senior Notes due 2020	775			775
15% Convertible Senior Notes due 2013	—			172
7% Convertible Senior Notes due 2015	200			200
7% Convertible Senior Notes due 2015 Series B	275			275
6.5% Convertible Senior Notes due 2016	201			201
Capital Leases	71			86
Other	2			12
Total Debt Obligations	8,580			8,780
Unamortized Discount:
Discount on Senior Secured Term Loan	(9		)	(11		)
Discount on 10% Senior Notes due 2018	(9		)	(10		)
Discount on 11.875% Senior Notes due 2019	(9		)	(9		)
Discount on 9.375% Senior Notes due 2019	(8		)	(8		)
Discount on 8.125% Senior Notes due 2019	(8		)	(8		)
Discount on 7% Convertible Senior Notes due 2015	(1		)	(2		)
Total Unamortized Discount	(44		)	(48		)
Carrying Value of Debt	8,536			8,732
Less current portion	(30		)	(216		)
Long-term Debt, less current portion	$	8,506		$	8,516

* The $596 million Tranche B 2016 Term Loan due 2016, the $815 million Tranche B 2019 Term Loan due 2019 and the $1.2 billion Tranche B-II 2019 Term Loan due 2019 had interest rates of 4.75%, 5.25% and 4.75%, respectively, as of June 30, 2013. The $599 million Tranche B 2016 Term Loan due 2016, the $815 million Tranche B 2019 Term Loan due 2019 and the $1.2 billion Tranche B-II 2019 Term Loan due 2019 had interest rates of 4.75%, 5.25% and 4.75%, respectively, as of December 31, 2012. The Tranche B 2016 Term Loan requires repayment of 0.25% of the original $600 million aggregate principal amount on the last day of each March, June, September and December, beginning with December 31, 2012 and ending with such last day to occur prior to maturity.

2013 Debt Redemptions and Registrations

15% Convertible Senior Notes due 2013

On January 15, 2013, the Company repaid at maturity approximately $172 million of its 15% Convertible Senior Notes due 2013.

8.875% Senior Notes due 2019

The 8.875% Senior Notes due 2019 issued by Level 3 Communications, Inc. were not originally registered under the Securities Act of 1933, as amended. During the second quarter of 2013, all of the originally placed notes were exchanged for a new issue of 8.875% Senior Notes due 2019 with identical terms and conditions, other than those related to registration rights, in a registered exchange offer and are now freely tradeable.

7% Senior Notes due 2020

The 7% Senior Notes due 2020 issued by Level 3 Financing, Inc. were not originally registered under the Securities Act of 1933, as amended. During the second quarter of 2013, all of the originally placed notes were exchanged for a new issue of 7% Senior Notes due 2020 with identical terms and conditions, other than those related to registration rights, in a registered exchange offer and are now freely tradeable. The 7% Senior Notes due 2020 are guaranteed by Level 3 Communications, Inc. and Level 3 Communications, LLC.

Long-Term Debt Maturities

Aggregate future contractual maturities of long-term debt and capital leases (excluding discounts) were as follows as of June 30, 2013 (dollars in millions):



2013 (remaining six months)	$	18
2014	22
2015	788
2016	788
2017	5
2018	645
Thereafter	6,314
	$	8,580