(8) Long-Term Debt:

The activity in our long-term debt from January 1, 2017 through March 31, 2017 is summarized as follows:




			Three months ended March 31, 2017

($ in millions)	January 1, 2017		Payments and Retirements		New Borrowings		March 31, 2017		Interest Rate at March 31, 2017*

Senior and Subsidiary Unsecured Debt	$	15,900	$	-	$	-	$	15,900	9.18%
Senior Secured Debt		2,151		(37)		-		2,114	4.49%
Secured Subsidiary Debt		100		-		-		100	8.50%
Other Secured Debt		19		(1)		-		18	4.73%
Rural Utilities Service Loan Contracts		8		-		-		8	6.15%
Total Long-Term Debt	$	18,178	$	(38)	$	-	$	18,140	8.62%

Less: Debt Issuance Costs		(209)						(206)
Less: Debt Premium/(Discount)		(46)						(45)
Less: Current Portion		(363)						(363)
	$	17,560					$	17,526

* Interest rate includes amortization of debt issuance costs and debt premiums or discounts. The interest rates at March 31, 2017 represent a weighted average of multiple issuances.

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



	March 31, 2017			December 31, 2016

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

Senior Unsecured Debt Due:
4/15/2017	$	210	8.250%	$	210	8.250%
10/1/2018		583	8.125%		583	8.125%
3/15/2019		434	7.125%		434	7.125%
4/15/2020		1,169	8.500%		1,169	8.500%
9/15/2020		1,066	8.875%		1,066	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		2,188	10.500%		2,188	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%
		15,150			15,150
Senior Secured Debt Due:
10/24/2019 (1)		271	4.865% (Variable)		280	4.145% (Variable)
3/31/2021 (2)		1,544	4.865% (Variable)		1,564	3.270% (Variable)
10/12/2021 (3)		299	3.740% (Variable)		307	4.145% (Variable)
		2,114			2,151

Subsidiary Debt Due:
05/15/2027		200	6.750%		200	6.750%
02/01/2028		300	6.860%		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%		100	8.500%
		850			850

Total	$	18,114	8.4% (4)	$	18,151	8.3% (4)

(1) Represents borrowings under the 2014 CoBank Credit Agreement, as defined below.

(2) Represents borrowings under the JPM Credit Agreement, as defined below.

(3) Represents borrowings under the 2016 CoBank Credit Agreement, as defined below.

(4) Interest rate represents a weighted average of the stated interest rates of multiple issuances.

On April 17, 2017, Frontier used cash available on hand to retire $210 million of 8.25% Senior Notes that matured on such date.

On February 27, 2017, Frontier entered into a first amended and restated credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (the JPM Credit Agreement), pursuant to which Frontier combined its revolving credit agreement, dated as of June 2, 2014, and its term loan credit agreement, dated as of August 12, 2015. The JPM Credit Agreement provides Frontier with more flexible terms, increases the revolving credit facility from $750 million to $850 million and extends the maturity of the revolving credit facility from 2018 to 2022, subject to acceleration clauses related to the repayment of various unsecured senior notes maturing from 2020 through 2021. The determination of interest rates remains unchanged, and is based on margins over the Base Rate (as defined in the JPM Credit Agreement) or LIBOR, at the election of Frontier. Interest rate margins (ranging from 0.75% to 1.75% for Base Rate borrowings and 1.75% to 2.75% for LIBOR borrowings) remain subject to adjustment based on Frontier’s Total Leverage Ratio (as defined in the JPM Credit Agreement). The most significant change in the covenants is an increase of the maximum Leverage Ratio (as defined in the JPM Credit Agreement) to 5.25 to 1.0 initially, migrating to 5.0 to 1.0 beginning in the second quarter of 2018, 4.75 to 1.0 in the second quarter of 2019, and 4.5 to 1.0 in the second quarter of 2020. In addition, under the JPM Credit Agreement, Frontier will be expanding the security package to include pledges of the equity interests in certain Frontier subsidiaries and guaranties by certain Frontier subsidiaries. As of March 31, 2017, 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 completion of the CTF 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 CTF Acquisition and to pay related fees and expenses. In June 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 during the three months ended March 31, 2016.

Frontier has two senior secured credit agreements with CoBank, ACB, as administrative agent, lead arranger and a lender, and the other lenders party thereto: the first, for a $350 million senior term loan facility drawn in 2014 (the 2014 CoBank Credit Agreement), matures on October 24, 2019, and the second, for a $315 million senior term loan facility drawn in October 2016 (the 2016 CoBank Credit Agreement), matures on October 12, 2021. We refer to the 2014 CoBank Credit Agreement and the 2016 CoBank Credit Agreement collectively as the CoBank Credit Agreements.

Repayment of the outstanding principal balance under each of the CoBank Credit Agreements is being made in quarterly installments ($9 million, with respect to the 2014 CoBank Credit Agreement, and $8 million, with respect to the 2016 CoBank Credit Agreement), in each case with the remaining outstanding principal balance to be repaid on the applicable maturity date. Borrowings under each of the CoBank Credit Agreements bear interest based on the margins over the Base Rate (as defined in the applicable CoBank Credit Agreement) or LIBOR, at the election of Frontier.

On March 29, 2017, Frontier amended the 2014 and 2016 CoBank Credit Agreements. The amendments provide that interest rate margins under each of these facilities will range from 0.875% to 3.875% for Base Rate borrowings and 1.875% to 4.875% for LIBOR borrowings, subject to adjustment based on our Total Leverage Ratio, as defined in each credit agreement. The interest rate on each of the facilities as of March 31, 2017 was LIBOR plus 3.875%. In addition, the amendments provide for increases in the maximum Leverage Ratio and expansion of the security package identical to those contained in the JPM Credit Agreement.

As of March 31, 2017, we were in compliance with all of our indenture and credit facility covenants.

Our scheduled principal payments are as follows as of March 31, 2017:



	Principal
($ in millions)	Payments

2017 (remaining nine months)	$	325
2018	$	733
2019	$	818
2020	$	2,429
2021	$	2,554
2022	$	2,688
Thereafter	$	8,593