LONG-TERM DEBT

The Company carries its long-term debt at face value, net of applicable discounts and capitalized debt issuance costs. Long-term debt consisted of the following:



	December 31,
	2017		2016
	(In thousands)
5.00% Senior Notes (aggregate principal of $550,000 at December 31, 2017 and 2016)	$	542,063	$	540,465
5.25% Senior Notes (aggregate principal of $300,000 at December 31, 2017 and 2016)	296,151		295,591
Acquisition Line	26,988		—
Real Estate Related and Other Long-Term Debt	440,845		385,358
Capital lease obligations related to real estate, maturing in varying amounts through June 2034 with a weighted average interest rate of 10.4% and 9.9%, respectively	51,665		47,613
	1,357,712		1,269,027
Less current maturities of long-term debt	39,528		56,218
	$	1,318,184	$	1,212,809

Included in current maturities of long-term debt and short-term financing in the Company’s Consolidated Balance Sheets, the Company has two short-term revolving working capital loan agreements with third-party financial institutions in the U.K. and an unsecured loan agreement with a third-party financial institution in the U.S. As of December 31, 2017 and December 31, 2016, short-term borrowings under the U.K. third-party loans totaled $13.4 million and $16.2 million, respectively. During 2017, the Company made borrowings of $5.1 million and no principal payments under the U.K. third-party loans. As of December 31, 2017, short-term borrowings under the U.S. third-party loan totaled $24.7 million. During 2017, the Company made borrowings of $25.1 million and made principal payments of $0.3 million under the U.S. third-party loan.

5.00% Senior Notes

On June 2, 2014, the Company issued $350.0 million aggregate principal amount of its 5.00% senior notes due 2022 (“5.00% Notes”). Subsequently, on September 9, 2014, the Company issued an additional $200.0 million of 5.00% Notes at a discount of 1.5% from face value. The 5.00% Notes will mature on June 1, 2022 and pay interest semiannually, in arrears, in cash on each June 1 and December 1, beginning December 1, 2014. On or after June 1, 2017, the Company may redeem some or all of the 5.00% Notes at specified prices, plus accrued and unpaid interest. The Company may be required to purchase the 5.00% Notes if it sells certain assets or triggers the change in control provisions defined in the 5.00% Notes indenture. The 5.00% Notes are senior unsecured obligations and rank equal in right of payment to all of the Company’s existing and future senior unsecured debt and senior in right of payment to all of its future subordinated debt. The 5.00% Notes are guaranteed by substantially all of the Company’s U.S. subsidiaries. The U.S. subsidiary guarantees rank equally in the right of payment to all of the Company’s U.S. subsidiary guarantor’s existing and future subordinated debt. In addition, the 5.00% Notes are structurally subordinated to the liabilities of its non-guarantor subsidiaries and are subject to customary covenants, including a restricted payment basket and debt limitations. The restricted payment basket calculation under the terms of the 5.00% Notes is the same as under the Credit Facility Restricted Payment Basket. The 5.00% Notes were registered with the Securities and Exchange Commission in June 2015. The 5.00% Notes are presented net of unamortized underwriters’ fees, discount and debt issuance costs, which are being amortized over a period of eight years in conjunction with the term of the 5.00% Notes, of $7.9 million as of December 31, 2017.

5.25% Senior Notes

On December 8, 2015, the Company issued 5.25% senior unsecured notes with a face amount of $300.0 million due to mature on December 15, 2023 (“5.25% Notes”). The 5.25% Notes pay interest semiannually, in arrears, in cash on each June 15 and December 15, beginning June 15, 2016. Using proceeds of certain equity offerings, the Company may redeem up to 35.0% of the 5.25% Notes prior to December 15, 2018, subject to certain conditions, at a redemption price equal to 105.25% of principal amount of the 5.25% Notes plus accrued and unpaid interest. Otherwise, the Company may redeem some or all of the 5.25% Notes prior to December 15, 2018 at a redemption price equal to 100% of the principal amount of the 5.25% Notes redeemed, plus an applicable make-whole premium, and plus accrued and unpaid interest. On or after December 15, 2018, the Company may redeem some or all of the 5.25% Notes at specified prices, plus accrued and unpaid interest. The Company may be required to purchase the 5.25% Notes if it sells certain assets or triggers the change in control provisions defined in the 5.25% Notes indenture. The 5.25% Notes are senior unsecured obligations and rank equal in right of payment to all of the Company’s existing and future senior unsecured debt and senior in right of payment to all of its future subordinated debt. The 5.25% Notes are guaranteed by substantially all of the Company’s U.S. subsidiaries. The U.S. subsidiary guarantees rank equally in the right of payment to all of the Company’s U.S. subsidiary guarantor’s existing and future subordinated debt. In addition, the 5.25% Notes are structurally subordinated to the liabilities of its non-guarantor subsidiaries and are subject to customary covenants, including a restricted payment basket and debt limitations. The restricted payment basket calculation under the terms of the 5.25% Notes is the same as under the Credit Facility Restricted Payment Basket. The 5.25% Notes are presented net of unamortized underwriters’ fees, discount and debt issuance costs, which are being amortized over a period of eight years in conjunction with the term of the 5.25% Notes, of $3.8 million as of December 31, 2017.

Acquisition Line

The Revolving Credit Facility has the total borrowing capacity of $1.8 billion and expires on June 17, 2021. This arrangement provides a maximum of $360.0 million and a minimum of $50.0 million for working capital and general corporate purposes, including acquisitions. See Note 11, “Credit Facilities,” for further discussion on the Company’s Revolving Credit Facility and Acquisition Line.

Real Estate Related and Other Long-Term Debt

The Company, as well as certain of its wholly-owned subsidiaries, has entered into separate term mortgage loans in the U.S. with three of its manufacturer-affiliated finance partners - Toyota Motor Credit Corporation (“TMCC”), BMW Financial Services NA, LLC (“BMWFS”) and FMCC, as well as several third-party financial institutions. These mortgage loans may be expanded for borrowings related to specific buildings and/or properties and are guaranteed by the Company. Each mortgage loan was made in connection with, and is secured by mortgage liens on, the real property owned by the Company that is mortgaged under the loans. The mortgage loans bear interest at fixed rates between 3.25% and 4.69%, and at variable indexed rates plus a spread between 1.50% and 2.50% per annum. The mortgage loans consist of 57 term loans for an aggregate principal amount of $398.0 million. As of December 31, 2017, borrowings outstanding under these notes totaled $350.0 million, with $26.4 million classified as a current maturity of long-term debt in the accompanying Consolidated Balance Sheets, as compared to $321.9 million outstanding with $39.8 million classified as current as of December 31, 2016. During 2017, the Company made additional net borrowings and principal payments of $46.4 million and $18.4 million, respectively. These mortgage loans are presented net of unamortized underwriters’ fees, discount, and debt issuance costs, which are being amortized over the terms of the mortgage loans, of $0.6 million as of December 31, 2017. The agreements provide for monthly payments based on 15 or 30-year amortization schedules and mature between December 2018 and November 2032. These mortgage loans are cross-collateralized and cross-defaulted with each other.

The Company has entered into 16 separate term mortgage loans in the U.K. with other third-party financial institutions, which are secured by the Company’s U.K. properties. These mortgage loans (collectively, “U.K. Notes”) are denominated in British pound sterling and are being repaid in monthly installments that will mature by September 2034. As of December 31, 2017, borrowings under the U.K. Notes totaled $79.2 million, with $7.4 million classified as a current maturity of long-term debt in the accompanying Consolidated Balance Sheets, as compared to $50.4 million outstanding with $4.3 million classified as current as of December 31, 2016. During 2017, the Company made additional borrowings and principal payments of $28.9 million and $5.7 million, respectively, associated with the U.K. Notes.

The Company has a separate term mortgage loan in Brazil with a third-party financial institution (the “Brazil Note”). The Brazil Note is denominated in Brazilian real and is secured by one of the Company’s Brazilian properties, as well as a guarantee from the Company. The Brazil Note is being repaid in monthly installments that will mature by April 2025. As of December 31, 2017, borrowings under the Brazil Note totaled $3.3 million, with $0.4 million classified as a current maturity of long-term debt in the accompanying Consolidated Balance Sheets. During 2017, the Company made no additional borrowings and made principal payments of $0.6 million associated with the Brazil Note.

The Company also has a working capital loan agreement with a third-party financial institution in Brazil. The principal balance on the loan is due by February 2020 with interest only payments being made until the due date. As of December 31, 2017, borrowings under the Brazilian third-party loan totaled $6.6 million. During 2017, the Company made no additional borrowings or principal payments.

Fair Value of Long-Term Debt

The Company’s outstanding 5.00% Notes had a fair value of $567.9 million and $548.4 million as of December 31, 2017 and December 31, 2016, respectively. The Company’s outstanding 5.25% Notes had a fair value of $310.9 million and $297.0 million as of December 31, 2017 and December 31, 2016, respectively. The carrying value of the Company’s fixed interest rate borrowings included in real estate related and other long-term debt totaled $86.8 million and $93.9 million as of December 31, 2017 and December 31, 2016, respectively. The fair value of such fixed interest rate borrowings was $92.9 million and $94.5 million as of December 31, 2017 and December 31, 2016, respectively. The fair value estimates are based on Level 2 inputs of the fair value hierarchy available as of December 31, 2017 and December 31, 2016. The Company determined the estimated fair value of its long-term debt using available market information and commonly accepted valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, these estimates are not necessarily indicative of the amounts that the Company, or holders of the instruments, could realize in a current market exchange. The use of different assumptions and/or estimation methodologies could have a material effect on estimated fair values. The carrying value of the Company’s variable rate debt approximates fair value due to the short-term nature of the interest rates.

All Long-Term Debt

Total interest expense on the 5.00% Notes and 5.25% Notes for the years ended December 31, 2017, 2016, and 2015 was $43.3 million, $43.3 million, and $28.5 million, respectively, excluding amortization of discounts and capitalized cost of $2.2 million, $2.1 million, and $1.5 million, respectively.

Total interest expense on real estate related and other long-term debt, as well as the Acquisition Line, for the years ended December 31, 2017, 2016 and 2015, was $15.0 million, $13.7 million and $17.6 million, respectively. These amounts exclude the impact of the interest rate derivative instruments related to various real estate related mortgage loans of $1.9 million, $2.3 million, and $1.8 million for the years ended December 31, 2017, 2016, and 2015, respectively.

In addition, the Company recognized $8.2 million, $6.6 million and $7.6 million of total interest expense related to capital leases and various other notes payable, net of interest income, for the years ended December 31, 2017, 2016 and 2015, respectively.

The Company capitalized $1.6 million, $1.7 million, and $0.7 million of interest on construction projects in 2017, 2016 and 2015, respectively.

The aggregate annual maturities of long-term debt, excluding unamortized capitalized debt issuance costs of $3.5 million, for the next five years are as follows:



	Total
	(In thousands)
Year Ended December 31,
2018	$	39,721
2019	86,967
2020	55,170
2021	86,336
2022	589,406
Thereafter	503,634
Total	$	1,361,234