9. Long-term Debt and Other Financing Arrangements

Unless otherwise stated, interest rates are as of September 30, 2014.

	September 30, 2014							December 31, 2013
	Weighted							Weighted
	Interest			Carrying		Fair		Interest			Carrying		Fair
(IN MILLIONS)	Rate			Amount		Value		Rate			Amount		Value
$2,532 million Senior secured term loan (LIBOR based variable rate of 2.90%) due 2016				—		—						2,507		2,512
$1,222 million Senior secured term loan (LIBOR based variable rate of 2.15%) due 2017				—		—						1,115		1,113
$1,580 million Senior secured term loan (LIBOR based variable rate of 2.15% ) due 2019					1,560		1,559				—		—
$500 million Senior secured term loan (LIBOR based variable rate of 2.40% ) due 2017					499		496				—		—
$1,100 million Senior secured term loan (LIBOR based variable rate of 3.15% ) due 2021					1,097		1,093				—		—
€289 million Senior secured term loan (Euro LIBOR based variable rate of 3.15%) due 2016					—		—				394		395
€286 million Senior secured term loan (Euro LIBOR based variable rate of 3.00%) due 2021					360		360					—		—
$575 million senior secured revolving credit facility (Euro LIBOR or LIBOR based variable rate) due 2019				—		—					—		—
Total senior secured credit facilities (with weighted-average interest rate)		2.68	%		3,516		3,508		2.89	%		4,016		4,020
$1,080 million 7.75% senior debenture loan due 2018				—		—						1,083		1,172
$800 million 4.50% senior debenture loan due 2020					800		777					800		779
$1,550 million 5.00% senior debenture loan due 2022					1,553		1,527				—		—
$625 million 5.50% senior debenture loan due 2021					625		628					625		636
Total debenture loans (with weighted-average interest rate)		5.23	%		2,978		2,932		6.51	%		2,508		2,587
Other loans					8		8					5		5
Total long-term debt		3.86	%		6,502		6,448		4.28	%		6,529		6,612
Capital lease and other financing obligations					118							111
Total debt and other financing arrangements					6,620							6,640
Less: Current portion of long-term debt, capital lease and other financing obligations and other short-term borrowings					112							148
Non-current portion of long-term debt and capital lease and other financing obligations				$	6,508						$	6,492

The fair value of the Company’s long-term debt instruments was based on the yield on public debt where available or current borrowing rates available for financings with similar terms and maturities and such fair value measurements are considered Level 1 or Level 2 in nature, respectively.

Annual maturities of Nielsen’s long-term debt are as follows:

(IN MILLIONS)
For October 1, 2014 to December 31, 2014	$	25
2015		106
2016		118
2017		640
2018		212
2019		1,042
Thereafter		4,359
	$	6,502

In April 2014, Nielsen completed the issuance of $750 million in aggregate principal amount of 5.0% Senior Notes due 2022 at par. In addition, in April 2014, the Company entered into an amendment agreement to amend and restate the Third Amended and Restated Senior Secured Credit Agreement in the form of the Fourth Amended and Restated Credit Agreement which provides for three new classes of term loans, Class A Term Loans, Class B-1 Term Loans and Class B-2 Term Loans, in a combined principal amount of $3,180 million and €286 million, the proceeds of which, when combined with the net proceeds from the $750 million 5.0% Senior Notes, were used to repay and replace the Company’s existing Class D Term Loans maturing in February 2017 and the Class E Term Loans maturing in May 2016. Concurrent with the refinancing of the term loans, the existing $635 million revolving credit facility with a final maturity in April 2016 was replaced with new aggregate revolving credit commitments of $575 million with a final maturity of April 2019. Finally, in May 2014, the Company completed the redemption of $280 million in principal amount of the then currently outstanding $1,080 million aggregate principal amount of 7.75% Senior Notes due 2018 at a redemption price of 100% of the principal amount thereof plus an applicable “make-whole” premium. As a result of these transactions, the Company recorded a pre-tax charge of $45 million during the second quarter of 2014 to other expense, net in the condensed consolidated statement of operations primarily related to the “make-whole” premium associated with the note redemption, as well as the write-off of certain previously capitalized deferred financing fees associated with the Class D and E term loans and certain costs incurred in connection with the refinancings.

The Class A Term Loans were issued with an aggregate principal balance of $1,580 million, maturing in full in April 2019. The Class A Term Loans shall be required to be repaid in an amount equal to 5% of the original principal amount in the first year after the closing date, 5% in the second year, 7.5% in the third year, 10% in the fourth year, and 72.5% in the fifth year (with payments in each year being made in equal quarterly installments other than the fifth year, in which payments shall be equal to 3.75% of the original principal amount in each of the first three quarters, with the balance repayable on the maturity date). Class A Term Loans bear interest equal to, at our election, a base rate or eurocurrency rate, in each case plus an applicable margin which ranges from 0.50% to 1.25% (in the case of base rate loans) or 1.50% to 2.25% (in the case of eurocurrency rate loans). The specific applicable margin is determined by the Company’s total leverage ratio (as defined in the credit agreement).

The Class B-1 Term Loans were issued with an aggregate principal balance of $500 million, maturing in full in May 2017 and are required to be repaid in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount of Class B-1 Term Loans, with the balance payable in May 2017. Class B-1 Term Loans bear interest equal to, at our election, a base rate or eurocurrency rate, in each case plus an applicable margin, which is equal to 1.25% (in the case of base rate loans) and 2.25% (in the case of eurocurrency rate loans).

The Class B-2 Term Loans were issued with an aggregate principal balance of $1,100 million and €286 million, maturing in full in April 2021 and are required to be repaid in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount of Class B-2 Term Loans, with the balance payable in April 2021. Class B-2 Term Loans denominated in dollars bear interest equal to, at our election, a base rate or eurocurrency rate, in each case plus an applicable margin, which is equal to 2.00% (in the case of base rate loans) and 3.00% (in the case of eurocurrency rate loans). Class B-2 Term Loan denominated in Euros bear interest equal to the eurocurrency rate plus an applicable margin of 3.00%.

The Fourth Amended and Restated Senior Secured Credit Agreement contains substantially the same affirmative covenants as the Third Amended and Restated Senior Secured Credit Agreement. However, certain negative covenants, including the limitation on the ability of Nielsen and certain of its subsidiaries to make investments and restricted payments and incur debt and liens have been amended, and the financial covenant requiring compliance with certain total leverage ratios has been revised and the covenant in respect of interest coverage ratios has been eliminated.

In July 2014, Nielsen completed the issuance of an additional $800 million aggregate principal amount of 5.0% Senior Notes due 2022. The notes are traded interchangeably with the $750 million aggregate principal amount of 5.00% Senior Notes due 2022 issued in April 2014. In addition, in July 2014, the Company redeemed the remaining $800 million of outstanding 7.75% Senior Notes due 2018 at a redemption price of 100% of the principal amount thereof plus an applicable “make-whole” premium. As a result of these transactions, the Company recorded a pre-tax charge of $51 million during the third quarter of 2014 to other expense, net in the condensed consolidated statement of operations primarily related to the “make-whole” premium associated with the note redemption, as well as the write-off of certain previously capitalized deferred financing fees associated with the 7.75% Senior Notes.