Debt

Credit Facilities

At December 31, 2016, we had outstanding term loans "A" of approximately $2.7 billion (the “2016 TLA”) and $250 million available under a revolving credit facility (the “Revolver”) pursuant to a credit agreement executed on October 11, 2013 (as amended thereafter and from time to time, the "Credit Agreement").

On February 3, 2017, we entered into a sixth amendment (the "Sixth Amendment") to the Credit Agreement. The Sixth Amendment (i) provided for a new tranche of term loans “A” in an aggregate principal amount of $2.55 billion (the “2017 TLA” and, together with the Revolver, the “Credit Facilities”) and (ii) released each of our subsidiary guarantors from their respective guarantees provided under the Credit Agreement. All proceeds of the 2017 TLA, together with additional cash on hand of $139 million, were used to fully retire the 2016 TLA, including all accrued and unpaid interest thereon. The terms of the 2017 TLA, other than the absence of the subsidiary guarantees, are generally the same as the terms of the 2016 TLA. The fees incurred as a result of the Sixth Amendment were not material. At March 31, 2017, the 2017 TLA bore interest at 2.23%. The 2017 TLA will mature on August 23, 2021. We were in compliance with the terms of the Credit Facilities as of March 31, 2017.

During the three months ended March 31, 2017, we reduced our total outstanding term loan balances by $500 million, comprised of $139 million of cash used to retire the 2016 TLA, as discussed above, and a $361 million cash prepayment on the 2017 TLA. As a result of our payments, we satisfied the remaining required quarterly principal repayments for the entire term of the Credit Agreement. To date, we have not drawn on the Revolver.

Refer to Note 11 contained in our Annual Report on Form 10-K for the year ended December 31, 2016 for further details regarding our Credit Agreement, key terms, and amendments made to our Credit Agreement.

Unsecured Senior Notes

At March 31, 2017 and December 31, 2016, we had the following unsecured senior notes outstanding:


•	$750 million of 6.125% unsecured senior notes due September 2023 that we issued on September 19, 2013 (the “2023 Notes”), in a private offering made in accordance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"); and


•	$650 million of 2.3% unsecured senior notes due September 2021 (the “2021 Notes”) and $850 million of 3.4% unsecured senior notes due September 2026 (the “2026 Notes” and, together with the 2021 Notes and the 2023 Notes, the “Notes”) that we issued on September 19, 2016, in a private offering made in accordance with Rule 144A and Regulation S under the Securities Act.

In connection with the issuance of the 2021 Notes and the 2026 Notes, we entered into a registration rights agreement (the “Registration Rights Agreement”), among the Company, the Guarantors, and the representatives of the initial purchasers of the 2021 Notes and the 2026 Notes. Under the Registration Rights Agreement, we are required to use commercially reasonable efforts to within one year of the issue date of the 2021 Notes and the 2026 Notes, among other things, (1) file a registration statement with respect to an offer to exchange each series of the 2021 Notes and the 2026 Notes for new notes that are substantially identical in all material respects (except for the provisions relating to the transfer restrictions and payment of additional interest) (the "Exchange Offer"), and (2) cause the registration statement (the "Exchange Offer Registration Statement") to be declared effective by the SEC under the Securities Act. The Exchange Offer Registration Statement was declared effective by the SEC on April 28, 2017 and the Company commenced the Exchange Offer on May 1, 2017.

The Notes are general senior obligations of the Company and rank pari passu in right of payment to all of the Company’s existing and future senior indebtedness, including the Credit Facilities described above. As of December 31, 2016, the Notes were guaranteed on a senior basis by certain of our U.S. subsidiaries. Pursuant to the terms of the indentures underlying the Notes, the guarantees by certain subsidiaries were automatically released when the 2017 TLA guarantees were removed in connection with the Sixth Amendment to the Credit Agreement. The Notes are not secured and are effectively subordinated to any of the Company’s existing and future indebtedness that is secured. The Company was in compliance with the terms of the Notes as of March 31, 2017.

Interest on the Notes is payable semi-annually in arrears on March 15 and September 15 of each year, and is recorded within “Accrued expenses and other liabilities” in our condensed consolidated balance sheets. As of March 31, 2017 and December 31, 2016, we had accrued interest payable of $4 million and $25 million, respectively, related to the Notes recorded within “Accrued expenses and other liabilities” in our condensed consolidated balance sheets.

Refer to Note 11 contained in our Annual Report on Form 10-K for the year ended December 31, 2016 for further details regarding our key terms under our indentures that govern the Notes.

Interest Expense And Financing Costs

Fees and discounts associated with the closing of our debt instruments are recorded as debt discount, which reduces their respective carrying values, and is amortized over their respective terms. Amortization expense is recorded within “Interest and other expense (income), net” in our condensed consolidated statement of operations.

For the three months ended March 31, 2017, interest expense was $35 million, amortization of the debt discount and deferred financing costs was $7 million, and commitment fees for the Revolver were not material. For the three months ended March 31, 2016, interest expense was $53 million, amortization of the debt discount and deferred financing costs was $4 million, and commitment fees for the Revolver were not material.

A summary of our debt is as follows (amounts in millions):



	At March 31, 2017
	Gross Carrying Amount		Unamortized Discount and Deferred Financing Costs			Net Carrying Amount
2017 TLA	$	2,190	$	(22	)	$	2,168
2021 Notes	650		(5		)	645
2023 Notes	750		(10		)	740
2026 Notes	850		(10		)	840
Total long-term debt	$	4,440	$	(47	)	$	4,393



	At December 31, 2016
	Gross Carrying Amount		Unamortized Discount and Deferred Financing Costs			Net Carrying Amount
2016 TLA	$	2,690	$	(27	)	$	2,663
2021 Notes	650		(5		)	645
2023 Notes	750		(11		)	739
2026 Notes	850		(10		)	840
Total long-term debt	$	4,940	$	(53	)	$	4,887

As of March 31, 2017, the scheduled maturities and contractual principal repayments of our debt for each of the five succeeding years are as follows (amounts in millions):



For the year ending December 31,
2017 (remaining nine months)	$	—
2018	—
2019	—
2020	—
2021	2,840
Thereafter	1,600
Total	$	4,440

As of March 31, 2017, and December 31, 2016, the carrying values of the 2017 TLA and the 2016 TLA approximate their fair value, based on Level 2 inputs (observable market prices in less than active markets), as the interest rate is variable over the selected interest period and is similar to current rates at which we can borrow funds. Based on Level 2 inputs, the fair values of the 2021 Notes, 2023 Notes, and 2026 Notes were $636 million, $812 million, and $830 million, respectively, as of March 31, 2017. Based on Level 2 inputs, the fair values of the 2021 Notes, 2023 Notes, and 2026 Notes were $635 million, $818 million, $808 million, respectively, as of December 31, 2016.