(8) Long-Term Debt:

The activity in our long-term debt from January 1, 2016 through June 30, 2016 is summarized as follows:



			Six months ended
			June 30, 2016

($ in millions)	January 1, 2016		Payments and Retirements		New Borrowings		Debt Assumed		Reclassifications		June 30, 2016		Interest at June 30, 2016*

Senior and Subsidiary Unsecured Debt	$	16,055	$	(22)	$	-	$	500	$	(637)	$	15,896	9.15%
Senior Secured Debt		-		(45)		1,625		-		637		2,217	3.63%
Secured Subsidiary Debt		-		-		-		100		-		100	8.50%
Secured Debt		23		(2)		-		-		-		21	4.11%
Rural Utilities Service Loan Contracts		8		-		-		-		-		8	6.15%
Total Long-Term Debt	$	16,086	$	(69)	$	1,625	$	600	$	-	$	18,242	8.47%

Less: Debt Issuance Costs		(196)										(223)
Less: Debt Premium/(Discount)		2										(53)
Less: Current Portion		(384)										(1,043)
	$	15,508									$	16,923

* Interest rate includes amortization of debt issuance costs and debt premiums or discounts. The interest rates at June 30, 2016 represent a weighted average of multiple issuances.

Additional information regarding our senior secured debt, senior unsecured debt and subsidiary debentures is as follows:



	June 30, 2016			December 31, 2015

	Principal		Interest	Principal		Interest
($ in millions)	Outstanding		Rate	Outstanding		Rate

Senior Unsecured Debt Due:
4/15/2017	$	607	8.250%	$	607	8.250%
10/1/2018		583	8.125%		583	8.125%
3/15/2019		434	7.125%		434	7.125%
4/15/2020		1,022	8.500%		1,022	8.500%
9/15/2020		1,000	8.875%		1,000	8.875%
7/1/2021		500	9.250%		500	9.250%
9/15/2021		775	6.250%		775	6.250%
4/15/2022		500	8.750%		500	8.750%
9/15/2022		2,000	10.500%		2,000	10.500%
1/15/2023		850	7.125%		850	7.125%
4/15/2024		750	7.625%		750	7.625%
1/15/2025		775	6.875%		775	6.875%
9/15/2025		3,600	11.000%		3,600	11.000%
11/1/2025		138	7.000%		138	7.000%
8/15/2026		2	6.800%		2	6.800%
1/15/2027		346	7.875%		346	7.875%
8/15/2031		945	9.000%		945	9.000%
10/1/2034		1	7.680%		1	7.680%
7/1/2035		125	7.450%		125	7.450%
10/1/2046		193	7.050%		193	7.050%
		15,146			15,146
Senior Secured Debt Due:
10/14/2016 *		316	3.845% (Variable)		344	2.805% (Variable)
10/24/2019 **		296	3.845% (Variable)		315	3.805% (Variable)
3/31/2021***		1,605	2.970% (Variable)		-	-
		2,217			659

Subsidiary Debt Due:
05/15/2027		200	6.750%		-	-
02/01/2028		300	6.860%		-	-
2/15/2028		200	6.730%		200	6.730%
10/15/2029		50	8.400%		50	8.400%
11/15/2031		100	8.500%		-	-
		850			250

Total	$	18,213	8.214% ****	$	16,055	8.74% ****

* Represents borrowings under the 2011 CoBank Credit Agreement, as defined below, that are secured as of April 1, 2016.

** Represents borrowings under the 2014 CoBank Credit Agreement, as defined below, that are secured as of April 1, 2016.

*** Represents borrowings under the 2015 Credit Agreement, as defined below.

**** Interest rate represents a weighted average of the stated interest rates of multiple issuances.

On August 12, 2015, Frontier entered into a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, for a $1,500 million senior secured delayed-draw term loan facility (the 2015 Credit Agreement). Frontier exercised its right under the 2015 Credit Agreement to obtain additional commitments and increased the size of the facility to $1,625 million. On April 1, 2016, in connection with the closing of the Verizon Acquisition, Frontier drew $1,550 million under that facility, with the additional $75 million drawn subsequently. The final maturity date is March 31, 2021. Repayment of the outstanding principal balance will be made in quarterly installments, initially in the amount of $20 million per installment, commencing June 30, 2016. The quarterly installments will increase to $41 million, beginning with the 13th quarterly installment. The remaining outstanding principal balance will be repaid on the final maturity date. Borrowings under the term loan will bear interest based on margins over the Base Rate (as defined in the 2015 Credit Agreement) or LIBOR, at the election of Frontier. Interest rate margins under the facility (ranging from 0.75% to 1.75% for Base Rate borrowings and 1.75% to 2.75% for LIBOR borrowings) are subject to adjustment based on Frontier’s Total Leverage Ratio (as defined in the 2015 Credit Agreement). Borrowings under the 2015 Credit Agreement are secured by a pledge of the stock of Frontier North Inc., a wholly owned subsidiary, primarily representing Frontier operations in the states of Illinois, Indiana, Michigan, Ohio and Wisconsin.

Upon completion of the Verizon Acquisition on April 1, 2016, we also assumed additional debt of $600 million, including $200 million aggregate principal amount of 6.75% Senior Notes due May 15, 2027, $300 million aggregate principal amount of 6.86% Senior Notes due February 1, 2028 and $100 million aggregate principal amount of 8.50% Senior Notes due November 15, 2031.

On September 25, 2015, Frontier completed a private offering of $6,600 million aggregate principal amount of unsecured Senior Notes, as follows: $1,000 million of 8.875% Senior Notes due 2020; $2,000 million of 10.500% Senior Notes due 2022; and $3,600 million of 11.000% Senior Notes due 2025. Each was issued at a price equal to 100% of its principal amount. Frontier used the net proceeds from the offering (after deducting underwriting fees) to finance a portion of the cash consideration paid in connection with the Verizon Acquisition and to pay related fees and expenses. In April 2016, we completed an exchange offer of registered senior notes for the privately placed senior notes.

On February 5, 2015, we entered into a commitment for a bridge loan facility (the Verizon Bridge Facility) and recognized related interest expense of $10 million and $132 million during the six months ended June 30, 2016 and 2015, respectively. The accrued liabilities related to the Verizon Bridge Facility of $184 million were paid after the closing of the Verizon Acquisition and are included in “Other current liabilities” in the consolidated balance sheet as of December 31, 2015. The Verizon Bridge Facility terminated, in accordance with its terms, on September 25, 2015.

Frontier has two credit agreements with CoBank, ACB, as administrative agent, lead arranger and a lender, and the other lenders party thereto. The first facility is for a $350 million senior secured term loan facility (the 2014 CoBank Credit Agreement). This facility was drawn upon closing of the Connecticut Acquisition with proceeds used to partially finance the acquisition. The second facility is for a $575 million senior secured term loan (the 2011 CoBank Credit Agreement). This facility was drawn upon execution of the 2011 CoBank Credit Agreement in October 2011.

Frontier has a revolving credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, the lenders party thereto and the other parties named therein (the Revolving Credit Agreement), for a $750 million revolving credit facility (the Revolving Credit Facility) with a scheduled termination date of May 31, 2018. As of June 30, 2016, the Revolving Credit Facility was fully available and no borrowings had been made thereunder. The Revolving Credit Facility is available for general corporate purposes but may not be used to fund dividend payments.

Upon the drawdown of the term loan under the 2015 Credit Agreement, borrowings under the 2014 CoBank Credit Agreement, the 2011 CoBank Credit Agreement and the Revolving Credit Facility became secured debt. These borrowings are now secured, equally and ratably with borrowings under the 2015 Credit Agreement, by a pledge of the stock of Frontier North Inc., a wholly owned subsidiary.

As of June 30, 2016, we were in compliance with all of our debt and credit facility covenants.

Our scheduled principal payments are as follows as of June 30, 2016:



	Principal
($ in millions)	Payments

2016 (remaining six months)	$	376
2017	$	727
2018	$	701
2019	$	787
2020	$	2,185
2021	$	2,373
Thereafter	$	11,093