LONG-TERM DEBT

The following table summarizes our long-term debt:



	Maturity			Interest Rate(s) Per Annum at			December 31,
(in millions)	Dates			December 31, 2015			2015			2014
Pacific Facilities⁽¹⁾:
Pacific Term Loan B-1⁽²⁾	October 2018			3.25%	variable⁽⁴⁾		$	1,067		$	1,078
Pacific Term Loan B-2⁽²⁾	April 2016			2.67%	variable⁽⁴⁾		388			392
Pacific Revolving Credit Facility	2017	to	2018	undrawn	variable⁽⁴⁾		—			—
2015 Credit Facilities⁽¹⁾:
Term Loan Facility⁽²⁾	August 2022			3.25%	variable⁽⁴⁾		499			—
Revolving Credit Facility	August 2020			undrawn	variable⁽⁴⁾		—			—
2011 Credit Facilities:
Term Loan Facility	n/a			n/a	n/a		—			1,327
Revolving Credit Facility	n/a			n/a	n/a		—			—
Financing arrangements secured by aircraft:
Certificates⁽³⁾	2016	to	2027	3.63%	to	9.75%	3,264			3,226
Notes⁽³⁾	2016	to	2027	0.83%	to	6.76%	2,564			2,988
Other financings⁽³⁾⁽⁵⁾	2016	to	2031	2.24%	to	8.75%	316			458
Other revolving credit facilities⁽¹⁾	2016	to	2017	undrawn	variable⁽⁴⁾		—			—
Total secured and unsecured debt							8,098			9,469
Unamortized discount and debt issue cost, net							(152		)	(206		)
Total debt							7,946			9,263
Less: current maturities							(1,415		)	(1,075		)
Total long-term debt							$	6,531		$	8,188


⁽¹⁾	Guaranteed by substantially all of our domestic subsidiaries (the "Guarantors").


⁽²⁾	Borrowings must be repaid annually in an amount equal to 1% per year of the original principal amount (paid in equal quarterly installments), with the balance due on the final maturity date.


⁽³⁾	Due in installments.


⁽⁴⁾	Interest rate equal to LIBOR (generally subject to a floor) or another index rate, in each case plus a specified margin. Additionally, certain aircraft and other financings are comprised of variable rate debt.


⁽⁵⁾	Primarily includes loans secured by certain accounts receivable and real estate.

2015 Debt Refinancing Transaction

In connection with the retirement and termination of the outstanding loans under our existing Senior Secured Credit Facilities ("2011 Credit Facilities"), in the September 2015 quarter, we issued new debt consisting of the new Senior Secured Credit Facilities ("2015 Credit Facilities"), described below, and the 2015-1 pass through certificates ("2015-1 EETC").

2015 Credit Facilities

During 2015, we entered into the 2015 Credit Facilities to borrow up to $2.0 billion. The 2015 Credit Facilities consist of a $1.5 billion first-lien revolving credit facility (the “Revolving Credit Facility”) and a $500 million first-lien term loan facility (the “Term Loan Facility”). These transactions coincided with the retirement of $1.3 billion from the 2011 Term Loan Facility and $1.2 billion from the 2011 Revolving Credit Facility.

2015-1 EETC

The details of the 2015-1 EETC, which is secured by 15 aircraft, are shown in the table below:



(in millions)	Total Principal		Fixed Interest Rate	Issuance Date	Final Maturity Date
2015-1 Class AA Certificates	$	313	3.625%	August 2015	July 2027
2015-1 Class A Certificates	69		3.875%	August 2015	July 2027
2015-1 Class B Certificates	118		4.250%	August 2015	July 2023
Total	$	500

Key Financial Covenants

2015 Credit Facilities. Our obligations under the 2015 Credit Facilities are secured by liens on certain of our and the Guarantors’ assets, including accounts receivable, aircraft, spare engines, non-Pacific international routes, domestic slots and certain investment property. These assets also secure $187 million of certain fuel hedging obligations on a pari passu basis (i.e., on equal priority) with the Revolving Credit Facility and the Term Loan Facility. The 2015 Credit Facilities include affirmative, negative and financial covenants that may restrict our ability to, among other things, make investments, sell or otherwise dispose of assets if not in compliance with the collateral coverage ratio tests, pay dividends or repurchase stock. These covenants require us to maintain:



Minimum unrestricted liquidity
Unrestricted cash, permitted investments and undrawn revolving credit facilities	$2.0 billion
Minimum collateral coverage ratio⁽¹⁾	1.60:1


⁽¹⁾	Defined as the ratio of (a) certain of the collateral that meet specified eligibility standards to (b) the sum of the aggregate outstanding obligations under the 2015 Credit Facilities and certain other obligations.

Under the 2015 Credit Facilities, if the Minimum Collateral Coverage Ratio is not maintained, we must either provide additional collateral to secure our obligations, or we must reduce the secured obligations under the facilities by an amount necessary to maintain compliance with the collateral coverage ratio. The 2015 Credit Facilities contain events of default customary for similar financings, including cross-defaults to other material indebtedness and certain change of control events. Upon the occurrence of an event of default, the outstanding obligations under the 2015 Credit Facilities may be accelerated and become due and payable immediately.

Pacific Facilities. Our obligations under the Pacific Facilities are secured by a first lien on our Pacific route authorities and certain related assets. The Pacific Facilities include affirmative, negative and financial covenants that could restrict our ability to, among other things, make investments, sell or otherwise dispose of collateral if we are not in compliance with the collateral coverage ratio tests described below, pay dividends or repurchase stock.



Minimum fixed charge coverage ratio⁽¹⁾	1.20:1
Minimum unrestricted liquidity
Unrestricted cash, permitted investments and undrawn revolving credit facilities	$2.0 billion
Minimum collateral coverage ratio⁽²⁾	1.60:1


⁽¹⁾	Defined as the ratio of (a) earnings before interest, taxes, depreciation, amortization and aircraft rent and other adjustments to net income to (b) the sum of gross cash interest expense (including the interest portion of our capitalized lease obligations) and cash aircraft rent expense, for the 12-month period ending as of the last day of each fiscal quarter.


⁽²⁾	Defined as the ratio of (a) certain of the collateral that meet specified eligibility standards to (b) the sum of the aggregate outstanding obligations and certain other obligations.

We were in compliance with the covenants on our financing agreements at December 31, 2015.

Availability Under Revolving Credit Facilities

The table below shows availability under revolving credit facilities, all of which were undrawn, as of December 31, 2015:



(in millions)
Revolving Credit Facility	$	1,500
Pacific Revolving Credit Facility	450
Other revolving credit facilities	257
Total availability under revolving credit facilities	$	2,207

Future Maturities

The following table summarizes scheduled maturities of our debt for the years succeeding December 31, 2015:



(in millions)	Total Debt		Amortization of Debt Discount and Debt Issue Cost, net
2016	$	1,442	$	(40	)
2017	869		(39		)
2018	2,061		(35		)
2019	1,189		(22		)
2020	456		(4		)
Thereafter	2,081		(12		)
Total	$	8,098	$	(152	)	$	7,946

Fair Value of Debt

Market risk associated with our fixed- and variable-rate long-term debt relates to the potential reduction in fair value and negative impact to future earnings, respectively, from an increase in interest rates. The fair value of debt, shown below, is based primarily on reported market values, recently completed market transactions and estimates based on interest rates, maturities, credit risk and underlying collateral. Long-term debt is principally classified as Level 2 within the fair value hierarchy.



	December 31,
(in millions)	2015			2014
Total debt at par value	$	8,098		$	9,469
Unamortized discount and debt issue cost, net	(152		)	(206		)
Net carrying amount	$	7,946		$	9,263
Fair value	$	8,400		$	9,800