Long-Term Debt

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



(dollars in millions)	September 30, 2013			December 31, 2012
Senior Secured Term Loan*	$	2,611		$	2,614
Floating Rate Senior Notes due 2015 (4.146% as of September 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	78			86
Other	13			12
Total Debt Obligations	8,598			8,780
Unamortized Discount:
Discount on Senior Secured Term Loan	(7		)	(11		)
Discount on 10% Senior Notes due 2018	(8		)	(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	(7		)	(8		)
Discount on 7% Convertible Senior Notes due 2015	(1		)	(2		)
Total Unamortized Discount	(40		)	(48		)
Carrying Value of Debt	8,558			8,732
Less current portion	(21		)	(216		)
Long-term Debt, less current portion	$	8,537		$	8,516

* The $1.2 billion Tranche B-II 2019 Term Loan due 2019, the $815 million Tranche B-III 2019 Term Loan due 2019 and the $595.5 million Tranche B 2020 Term Loan due 2020 had interest rates of 4.75%, 4.00% and 4.00%, respectively, as of September 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.

2013 Debt Issuances, Redemptions and Registrations

Senior Secured Tranche B 2020 Term Loan due 2020

On August 16, 2013, Level 3 Financing, Inc. refinanced its existing $595.5 million Tranche B 2016 Term Loan under its existing senior credit facility through the creation of a new term loan in the aggregate principal amount of $595.5 million (the "Tranche B 2020 Term Loan"). The Tranche B 2020 Term Loan was borrowed pursuant to an amended and restated credit agreement. The Tranche B 2020 Term Loan has an interest rate of LIBOR plus 3.00%, with a minimum LIBOR of 1.00%, and will mature on January 15, 2020. The Tranche B 2020 Term Loan was priced to lenders at par. Debt issuance costs for the Tranche B 2020 Term Loan of approximately $7 million were capitalized and are being amortized as interest expense using the effective interest method over its term.

The $595.5 million Tranche B 2016 Term Loan had an interest rate of LIBOR plus 3.25%, with a minimum LIBOR of 1.50% and matured on August 1, 2016. The Tranche B 2016 Term Loan required 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. The Company recognized a loss on extinguishment of debt of $8 million as of result of this transaction.

Senior Secured Tranche B-III 2019 Term Loan due 2019

On August 12, 2013, Level 3 Financing, Inc. refinanced its existing $815 million Tranche B 2019 Term Loan under its existing senior credit facility through the creation of a new term loan in the aggregate principal amount of $815 million (the "Tranche B-III 2019 Term Loan"). The Tranche B-III 2019 Term Loan was borrowed pursuant to an amended and restated credit agreement. The Tranche B-III 2019 Term Loan has an interest rate of LIBOR plus 3.00%, with a minimum LIBOR of 1.00%, and will mature on August 1, 2019. The Tranche B-III 2019 Term Loan was priced to lenders at par. Debt issuance costs related to the Tranche B 2019 Term Loan of approximately $10 million continue to be amortized as interest expense using the new effective interest rate over its term.

The $815 million Tranche B 2019 Term Loan had an interest rate of LIBOR plus 3.75%, with a minimum LIBOR of 1.50% and matured on August 1, 2019. The Company expensed debt issuance costs of approximately $9 million as of result of this transaction.

Total loss on modification and extinguishment of debt for the three and nine months ended September 30, 2013 was $17 million.

15% Convertible Senior Notes due 2013

On January 15, 2013, Level 3 Communications, Inc. 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 September 30, 2013 (dollars in millions):



2013 (remaining three months)	$	8
2014	28
2015	783
2016	208
2017	6
2018	646
Thereafter	6,919
	$	8,598