Debt | Debt Credit Facilities On October 11, 2013, we entered into a credit agreement (the “Credit Agreement”) for a $2.5 billion secured term loan facility maturing in October 2020 (the “Term Loan”), and a $250 million secured revolving credit facility (the “Original Revolver”). As of December 31, 2015, as a result of repayments and prepayments during the prior periods, we had $1.9 billion outstanding under the Term Loan. In conjunction with the King Acquisition, we entered into three amendments to the Credit Agreement (the “Amendments”). The Amendments, among other things, provided for incremental term loans in the form of tranche A term loans in an aggregate principal amount of approximately $2.3 billion . The proceeds were provided on February 23, 2016 and were used to fund the King Acquisition. On March 31, 2016, we entered into a fourth amendment to the Credit Agreement which provided for an incremental tranche A term loan in the aggregate principal amount of $250 million (together with the $2.3 billion tranche A term loans, the "Existing TLA"); the proceeds from the incremental borrowing were used to make a voluntary prepayment on our Term Loan on March 31, 2016. In addition to this prepayment, we made voluntary prepayments on our Term Loan of $500 million and $800 million on February 25 and May 26, 2016, respectively. On August 23, 2016 we entered into a fifth amendment to the Credit Agreement (the "Fifth Amendment") that provided for new tranche A term loans of approximately $2.9 billion (the “New TLA”) and an amended revolving credit facility of $250 million (the “Revolver” and together with the New TLA, the “Credit Facilities”). Both the New TLA and Revolver are scheduled to mature on August 23, 2021 and are unsecured. The proceeds from the New TLA were primarily used to pay off the remaining outstanding principal balance on the Term Loan of $319 million and the Existing TLA of $2.5 billion . As a result of the payments to extinguish the Term Loan and Existing TLA, we wrote-off unamortized discount and deferred financing costs of $10 million , which is included in "Interest and other expense (income), net" in the condensed consolidated statement of operations. The remaining unamortized discount and deferred financing costs were deferred, along with new fees paid to the New TLA lenders, and will continue to be amortized over the maturity of the New TLA. Debt discounts and deferred financing costs incurred in relation to the Fifth Amendment were not material. Borrowings under the Revolver may be borrowed, repaid, and re-borrowed by the Company, and are available for working capital and other general corporate purposes. Up to $50 million of the Revolver may be used for letters of credit. To date, we have not drawn on the Revolver. Borrowings under the New TLA and the Revolver will bear interest, at the Company’s option, at either (a) a base rate equal to the highest of (i) the federal funds rate, plus 0.5% , (ii) the prime commercial lending rate of Bank of America, N.A. and (iii) the London Interbank Offered Rate (“LIBOR”) for an interest period of one month beginning on such day plus 1.00% , or (b) LIBOR, in each case, plus an applicable interest margin. LIBOR will be subject to a floor of 0% and the base rate will be subject to an effective floor of 1.00% . The applicable interest margin for borrowings under the New TLA and Revolver will range from 1.125% to 2.00% for LIBOR borrowings and from 0.125% to 1.00% for base rate borrowings and will be determined by reference to a pricing grid based on the Company’s credit ratings. At September 30, 2016, the New TLA bore interest at 1.77% . The Credit Agreement requires quarterly principal payments of 0.625% of the stated principal amount of the New TLA commencing on September 30, 2016, with increases to 1.250% starting on September 30, 2019 and 3.125% starting on September 30, 2020, with the remaining balance payable on the New TLA’s scheduled maturity date of August 23, 2021. On September 30, 2016, in addition to the required quarterly repayment of $18 million , we made a voluntary prepayment on our New TLA of $167 million . These payments satisfied the required quarterly principal repayments through December 31, 2018. The Company is subject to a financial covenant requiring the Company’s Consolidated Total Net Debt Ratio (as defined in the Credit Agreement) not to exceed (i) 4.00 : 1.00 on or prior to March 31, 2017, and (ii) thereafter, 3.50 : 1.00 . The Fifth Amendment contains other covenants consistent with the Credit Agreement, although the Fifth Amendment provides for additional exceptions from such covenants that are customary for transactions of this type for issuers with similar credit ratings. A violation of any of these covenants could result in an event of default under the Credit Agreement. Upon the occurrence of such event of default or certain other customary events of default, payment of any outstanding amounts under the Credit Agreement may be accelerated, and the lenders’ commitments to extend credit under the Credit Agreement may be terminated. In addition, an event of default under the Credit Agreement could, under certain circumstances, permit the holders of other outstanding unsecured debt, including the debt holders described below, to accelerate the repayment of such obligations. The Company was in compliance with the terms of the Credit Facilities as of September 30, 2016 . The Credit Facilities are guaranteed by certain of the Company’s U.S. subsidiaries, whose assets represent approximately 68% of our consolidated total assets. Unsecured Senior Notes On September 19, 2013, we issued, at par, $1.5 billion of 5.625% unsecured senior notes due September 2021 (the “Original 2021 Notes”) and $750 million of 6.125% unsecured senior notes due September 2023 (the “2023 Notes” and, together with the Original 2021 Notes, the “Notes”) in a private bond offering to qualified institutional buyers made in accordance with Rule 144A under the Securities Act of 1933, as amended. 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. The Notes are guaranteed on a senior basis by certain of our U.S. subsidiaries. The Notes and related guarantees are not secured and are effectively subordinated to any of the Company’s existing and future indebtedness that is secured. The Original 2021 Notes became eligible for redemption on September 15, 2016 (and, as described below, were redeemed on October 19, 2016). We may redeem the 2023 Notes on or after September 15, 2018, in whole or in part on any one or more occasions, at specified redemption prices, plus accrued and unpaid interest. In addition, we may redeem some or all of the 2023 Notes prior to September 15, 2018, at a price equal to 100% of the aggregate principal amount thereof plus a “make-whole premium” and accrued and unpaid interest. Further, upon the occurrence of one or more qualified equity offerings, we may also redeem up to 35% of the aggregate principal amount of the 2023 Notes outstanding with the net cash proceeds from such offerings. On September 19, 2016, we issued $650 million of 2.300% unsecured senior notes due September 2021 (the “New 2021 Notes”) and $850 million of 3.400% unsecured senior notes due September 2026 (the “2026 Notes” and together with the New 2021 Notes, the “New Notes”) in a private offering made in accordance with Rule 144A and Regulation S under the Securities Act of 1933, as amended. In connection with the issuance of the New 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 New Notes. Under the Registration Rights Agreement, we are required to use commercially reasonable efforts to within one year of the issue date of the New Notes, among other things, (1) file a registration statement with respect to an offer to exchange each series of the New 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) and (2) cause the registration statement to be declared effective by the SEC under the Securities Act. We may redeem the New 2021 Notes on or after August 15, 2021, and the 2026 Notes on or after June 15, 2026, in whole or in part on any one or more occasions and in each case at a price equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest. In addition, we may redeem some or all of the New 2021 Notes prior to August 15, 2021 and some or all of the 2026 Notes prior to June 15, 2026, in each case at a price equal to 100% of the aggregate principal amount thereof plus a “make-whole” premium and accrued and unpaid interest. Upon the occurrence of certain change of control events, we will be required to offer to repurchase the Notes and New Notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest. These repurchase requirements are considered clearly and closely related to the Notes and New Notes and are not accounted for separately upon issuance. The Notes contain customary covenants that place restrictions in certain circumstances on, among other things, the incurrence of debt, granting of liens, payment of dividends, sales of assets, and certain merger and consolidation transactions. The New Notes contain customary covenants that place restrictions in certain circumstances on, among other things, the incurrence of secured debt, entry into sale or leaseback transactions, and certain merger or consolidation transactions. The Company was in compliance with the terms of the Notes and New Notes as of September 30, 2016 . Interest on the Notes and New Notes is payable semi-annually in arrears on March 15 and September 15 of each year. As of September 30, 2016 , and December 31, 2015 , we had interest payable of $7 million and $38 million, respectively, related to the Notes and New Notes recorded within “Accrued expenses and other liabilities” in our condensed consolidated balance sheet. On September 19, 2016 we issued an irrevocable notice to the holders of the Original 2021 Notes that we were calling those notes which then had a 30-day period before payment. On October 19, 2016 we redeemed the notes in full for $1.6 billion , which resulted in a loss on extinguishment of approximately $82 million , comprised of a premium payment of $63 million and write off of unamortized discount and financing costs of $19 million . This loss was recognized at the time of extinguishment. As a result of the irrevocable notice of redemption, we presented the outstanding principal balance of the Original 2021 Notes and its related unamortized discount and deferred financing costs as “Current portion of long-term debt, net” on our condensed consolidated balance sheets as of September 30, 2016. Debt Discounts and Deferred 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. In connection with the debt financing for the Existing TLA and New Notes offering, we incurred $38 million and $17 million of discounts and financing costs, respectively, that were capitalized and recorded within "Long-term debt, net" in our condensed consolidated balance sheet. New lender fees and deferred financing costs related to the New TLA were not material. For the three and nine months ended September 30, 2016 : interest expense was $50 million and $158 million , respectively; amortization of the debt discount and deferred financing costs was $4 million and $16 million , respectively; and commitment fees for the Revolver were not material. For the three and nine months ended September 30, 2015 : interest expense was $48 million and $145 million , respectively; amortization of the debt discount and deferred financing costs for the Credit Facilities and Notes was $2 million and $5 million , respectively; and commitment fees for the Original Revolver were not material. A summary of our debt is as follows (amounts in millions): At September 30, 2016 Gross Carrying Amount Unamortized Net Carrying New TLA $ 2,690 $ (31 ) $ 2,659 New 2021 Notes 650 (6 ) 644 Original 2021 Notes 1,500 (19 ) 1,481 2023 Notes 750 (11 ) 739 2026 Notes 850 (11 ) 839 Total debt $ 6,440 $ (78 ) $ 6,362 Less: current portion of long-term debt (1,500 ) 19 (1,481 ) Total long-term debt $ 4,940 $ (59 ) $ 4,881 At December 31, 2015 Gross Carrying Unamortized Net Carrying Term Loan $ 1,869 $ (11 ) $ 1,858 Original 2021 Notes 1,500 (22 ) 1,478 2023 Notes 750 (12 ) 738 Total long-term debt $ 4,119 $ (45 ) $ 4,074 As of September 30, 2016 , 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, 2016 (remaining three months) $ 1,500 2017 — 2018 — 2019 103 2020 252 Thereafter 4,585 Total $ 6,440 As of September 30, 2016 , and December 31, 2015 , the carrying value of the Term Loan and New TLA approximates the 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 Original 2021 Notes, 2023 Notes, New 2021 Notes, and 2026 Notes were $1,565 million , $825 million , $652 million , and $854 million , respectively, as of September 30, 2016 . Based on Level 2 inputs, the fair values of the Original 2021 Notes and 2023 Notes were $1,571 million and $795 million , respectively, as of December 31, 2015 . Debt Repayments On February 2, 2016, the Board of Directors authorized debt repayments of up to $1.5 billion of our outstanding debt during 2016. For the nine months ended September 30, 2016 , we have made payments to reduce our total outstanding term loans by $1.5 billion . |