Obligation ExpediGroup 3.8% ( US30212PAP09 ) en USD

ExpediGroup

99.388 % ▼

Etats-unis

US30212PAP09 ( en USD )

3.8% par an ( paiement semestriel )

14/02/2028

Prospectus brochure de l'obligation Expedia Group US30212PAP09 en USD 3.8%, échéance 14/02/2028

30212PAP0

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/02/2026 ( Dans 7 jours )

Expedia Group est une entreprise mondiale de voyages en ligne qui offre une large gamme de services, notamment des réservations d'hôtels, de vols, de voitures de location, d'activités et de forfaits vacances, via ses nombreuses marques, dont Expedia, Hotels.com, Vrbo et Orbitz.

L'Obligation émise par ExpediGroup ( Etats-unis ) , en USD, avec le code ISIN US30212PAP09, paye un coupon de 3.8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/02/2028

L'Obligation émise par ExpediGroup ( Etats-unis ) , en USD, avec le code ISIN US30212PAP09, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par ExpediGroup ( Etats-unis ) , en USD, avec le code ISIN US30212PAP09, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B3 1 d485485d424b3.htm 424B3
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-221623

PROSPECTUS
$1,000,000,000

EXCHANGE OFFER FOR
$1,000,000,000 3.800% SENIOR NOTES DUE 2028
FOR
A LIKE PRINCIPAL AMOUNT OF OUTSTANDING
3.800% SENIOR NOTES DUE 2028

Expedia, Inc. is offering, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange an
aggregate principal amount of up to $1,000,000,000 of our 3.800% Senior Notes due 2028 (the "exchange notes") for an equal principal amount of our outstanding
3.800% Senior Notes due 2028 (the "old notes"). The exchange notes will represent the same debt as the old notes and we will issue the exchange notes under the
same indenture as the old notes.
The exchange offer expires at 5:00 p.m., New York City time, on December 28, 2017, unless extended.
Terms of the Exchange Offer

·
We will issue exchange notes for all old notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.

·
You may withdraw tendered old notes at any time prior to the expiration of the exchange offer.

·
The terms of the exchange notes are identical in all material respects (including principal amount, interest rate, maturity and redemption rights) to the old notes
for which they may be exchanged, except that the exchange notes generally will not be subject to transfer restrictions or be entitled to registration rights and the
exchange notes will not have the right to earn additional interest under circumstances relating to our registration obligations.

·
Certain of our subsidiaries, which are the same subsidiaries that guarantee the old notes, will guarantee our obligations under the exchange notes, including the
payment of principal of, premium, if any, and interest on the notes. These guarantees of the exchange notes will be senior unsecured obligations of the
Subsidiary Guarantors (as hereinafter defined). Certain additional subsidiaries may be required to guarantee the exchange notes, and the guarantees of the
Subsidiary Guarantors will terminate, in each case in the circumstances described under "Description of the Exchange Notes--Guarantees."

·
The exchange of old notes for exchange notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes. See the
discussion under the caption "Certain U.S. Federal Income Tax Considerations."

·
There is no currently existing trading market for the exchange notes to be issued, and we do not intend to apply for listing on any securities exchange or to seek
quotation on any automated dealer quotation system.

See "Risk Factors" beginning on page 9 for a discussion of the factors you should consider in connection with the
exchange offer.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Each broker-dealer that receives exchange notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of the exchange notes. The accompanying letter of transmittal relating to the exchange offer states that by so acknowledging and
delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"). This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange
notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities.
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We have agreed that, for a period of 180 days after the expiration date of the exchange offer, we will use commercially reasonable best efforts to amend or
supplement this prospectus in order to expedite or facilitate the disposition of any exchange notes by such broker-dealers. See "Plan of Distribution."
The date of this prospectus is November 29, 2017.
Table of Contents
Table of Contents

Information Incorporated by Reference

ii
Use of Proceeds

17
Where You Can Find More Information

iii
Description of the Exchange Notes

18
Forward-Looking Information

iii
Book-Entry Settlement and Clearance

37
Summary

1
Exchange Offer

40
Summary Terms of the Exchange Offer

3
Certain U.S. Federal Income Tax Considerations

50
Summary Terms of the Exchange Notes

6
Plan of Distribution

52
Risk Factors

9
Legal Matters

53
Selected Financial Data

14
Experts

53
Ratio of Earnings to Fixed Charges

16

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Expedia, Inc. is a Delaware corporation. The mailing address of our principal executive offices is 333 108th Avenue N.E., Bellevue, WA 98004, and our
telephone number at that location is (425) 679-7200.
In this prospectus, unless we indicate otherwise or the context requires, "we," "us," "our," "Expedia," the "Issuer" and the "Company," refer to Expedia,
Inc. (and not its consolidated subsidiaries); the term "Subsidiary Guarantors" refers to those subsidiaries of Expedia that guarantee the exchange notes and
the old notes; and "notes" refers to the old notes and the exchange notes collectively.
You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different
information. We are not making an offer of these securities in any state or other jurisdiction where the offer is not permitted. The information
contained in or incorporated by reference into this prospectus is accurate as of the date of the document containing such information regardless of
the time of any offer of the exchange notes. The business, financial condition, results of operations or cash flows of Expedia and its consolidated
subsidiaries may have changed since such date.
Information Incorporated by Reference
The Securities and Exchange Commission (the "SEC") allows us to "incorporate by reference" in this prospectus the information in other documents that
we file with it, which means that we can disclose important information to you by referring you to those publicly filed documents. The information
incorporated by reference is considered to be a part of this prospectus, and information in documents that we file later with the SEC will automatically
update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus or a prospectus supplement.
Accordingly, we incorporate by reference in this prospectus the documents listed below and any future filings that we may make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") after the date of the initial registration
statement and prior to effectiveness of the registration statement and after the date of this prospectus and prior to the termination of the offering under this
prospectus (excluding in each case information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K unless we specifically
state in such Current Report that such information is to be considered "filed" under the Exchange Act, or we incorporate it by reference into a filing under
the Securities Act or the Exchange Act):

· Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 10, 2017;

· Quarterly Reports on Form 10-Q, for the quarterly period ended March 31, 2017, filed on April 28, 2017, for the quarterly period ended

June 30, 2017, filed on July 28, 2017, and for the quarterly period ended September 30, 2017, filed on October 27, 2017; and

· Current Reports on Form 8-K, filed on February 9, 2017 (Item 8.01 only), March 17, 2017, April 27, 2017 (Item 8.01 only), June 16, 2017,

July 27, 2017 (Item 8.01 only), September 5, 2017 and amended September 21, 2017, September 21, 2017, and October 26, 2017 (Item 8.01
only).
We will provide without charge to each person to whom a copy of this prospectus has been delivered, upon written or oral request, a copy of any or all of
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the documents we incorporate by reference in this prospectus, other than any exhibit to any of those documents, unless we have specifically incorporated
that exhibit by reference into the information this prospectus incorporates. You may request copies by writing or telephoning us at the following address:
Expedia, Inc.
333 108th Avenue NE
Bellevue, WA 98004
(425) 679-7200

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To obtain timely delivery of any of our filings, agreements or other documents, you must make your request to us no later than December 20,
2017. In the event that we extend the exchange offer, you must submit your request at least five business days before the expiration date of the
exchange offer, as extended. We may extend the exchange offer in our sole discretion. See "Exchange Offer" for more detailed information.
Except as expressly provided above, no other information is incorporated by reference into this prospectus.
Where You Can Find More Information
We have filed with the SEC a registration statement on Form S-4 under the Securities Act that registers the exchange notes that will be offered in
exchange for the old notes. The registration statement, including the attached exhibits and schedules, contains additional relevant information about us
and the exchange notes. The rules and regulations of the SEC allow us to omit from this document certain information included in the registration
statement.
We are subject to the informational requirements of the Exchange Act and file reports and other information with the SEC. The public may read and copy
any reports or other information that we file with the SEC at the SEC's public reference room, 100 F Street NE, Washington, D.C. 20549-2521. The
public may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to
the public from commercial document retrieval services and at the web site maintained by the SEC at http://www.sec.gov. In addition, the Company
makes available, free of charge through its website at www.expediainc.com, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K (including related amendments) as soon as reasonably practicable after they have been electronically filed with (or
furnished to) the SEC.
Neither the information on the Company's website, nor the information on the website of any Expedia business, is incorporated by reference in this
prospectus, or in any other filings with, or in any other information furnished or submitted to, the SEC.
Forward-Looking Information
This prospectus, including information incorporated by reference into this prospectus, contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the views of our management regarding current expectations
and projections about future events and are based on currently available information. Actual results could differ materially from those contained in these
forward-looking statements for a variety of reasons, including, but not limited to, those discussed in our Annual Report on Form 10-K for the year ended
December 31, 2016, Part I, Item 1A, "Risk Factors" as well as those discussed elsewhere in this prospectus. Other unknown or unpredictable factors also
could have a material adverse effect on our business, financial condition and results of operations. Accordingly, readers should not place undue reliance
on these forward-looking statements. The use of words such as "anticipates," "estimates," "expects," "intends," "plans" and "believes," among others,
generally identify forward-looking statements; however, these words are not the exclusive means of identifying such statements. In addition, any
statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These
forward-looking statements are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. We are not under any
obligation to, and do not intend to, publicly update or review any of these forward-looking statements, whether as a result of new information, future
events or otherwise, even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements
will not be realized. Please carefully review and consider the various disclosures made in this prospectus and in our other reports filed with the Securities
and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect our business, prospects and results of
operations.

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Summary
This summary highlights information that is contained elsewhere in this prospectus. It does not contain all the information that you may consider
important in making your investment decision. Therefore, you should read the entire prospectus carefully, including the information in the section
entitled "Risk Factors" and our financial statements and the related notes thereto and other financial data included elsewhere in this prospectus, as
well as the information incorporated by reference into this prospectus.
Our Company
Expedia, Inc. is an online travel company, empowering business and leisure travelers with the tools and information they need to efficiently research,
plan, book and experience travel. We created a global travel marketplace used by a broad range of leisure and corporate travelers, offline retail travel
agents and travel service providers. We make available, on a stand-alone and package basis, travel products and services provided by numerous
airlines, lodging properties, car rental companies, destination service providers, cruise lines, vacation rental property owners and managers, and other
travel product and service companies. We also offer travel and non-travel advertisers access to a potential source of incremental traffic and
transactions through our various media and advertising offerings on our transaction-based websites.
Our portfolio of brands includes:

· Expedia.com®, a leading full-service online travel brand with localized sites in 33 countries

· Hotels.com®, a leading global lodging expert operating 90 localized websites in 41 languages with its award winning Hotels.com®

Rewards loyalty program

· Expedia® Affiliate Network (EAN), a global B2B brand that powers the hotel business of hundreds of leading airlines, travel agencies,

loyalty and corporate travel companies plus several top consumer brands through its API and template solutions

· trivago®, a leading online hotel search platform with sites in 55 countries worldwide

· HomeAway®, a global online marketplace for the vacation rental industry, which also includes the VRBO®, VacationRentals.com® and

BedandBreakfast.com® brands, among others

· Egencia®, a leading corporate travel management company

· Orbitz® and CheapTickets®, leading U.S. travel websites, as well as ebookers®, a full-service travel brand with websites in seven

European countries

· Travelocity®, a leading online travel brand in the U.S. and Canada delivering customer service when and where our customers need it

with the Customer First Guarantee

· Hotwire®, inspiring spontaneous travel through Hot Rate® deals

· Wotif Group, a leading portfolio of travel brands including Wotif.com®, Wotif.co.nz, lastminute.com.au®, lastminute.co.nz and

travel.com.au®

· Expedia® Media Solutions, the advertising sales division of Expedia, Inc. that builds creative media partnerships and enables brand

advertisers to target a highly-qualified audience of travel consumers

· CarRentals.comTM, a premier online car rental booking company with localized sites in 13 countries

· Classic Vacations®, a top luxury travel specialist

· Expedia Local Expert®, a provider of online and in-market concierge services, activities, experiences and ground transportation in over a

thousand destinations worldwide

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· Expedia® CruiseShipCenters®, a provider of exceptional value and expert advice for travelers booking cruises and vacations through its

network of over 240 retail travel agency franchises across North America

· SilverRail Technologies, Inc., provider of a global rail retail and distribution platform connecting rail carriers and suppliers to both online

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and offline travel distributors
For additional information about our portfolio of brands, see "Portfolio of Brands" in Part I, Item 1, "Business," in our Annual Report on Form 10-K
for the year ended December 31, 2016.
Company Information
Expedia is a Delaware corporation. The mailing address of Expedia's principal executive offices is 333 108th Avenue N.E., Bellevue, WA 98004.
Expedia's telephone number is (425) 679-7200. Expedia also maintains a website at www.expediainc.com. Information contained in or linked to or
from our website is not a part of, and is not incorporated by reference into, this prospectus.

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Summary Terms of the Exchange Offer
Set forth below is a brief summary of some of the principal terms of the exchange offer. In this summary of the offering, "we," "us," "our,"
"Expedia," the "Issuer" and the "Company" refer only to Expedia, Inc. and any successor obligor, and not to any of its subsidiaries. You should
also read the information in the section entitled "Exchange Offer" later in this prospectus for a more detailed description and understanding of the
terms of the notes.

The Exchange Offer
We are offering to exchange up to $1,000,000,000 in aggregate principal amount of our
exchange notes for an equal principal amount of our old notes.

Expiration of the Exchange Offer; Withdrawal of
The exchange offer will expire at 5:00 p.m., New York City time, on December 28, 2017,
Tender
or a later date and time to which we may extend it. We do not currently intend to extend the
expiration of the exchange offer. You may withdraw your tender of old notes in the
exchange offer at any time before the expiration of the exchange offer. Any old notes not
accepted for exchange for any reason will be returned without expense to you promptly
after the expiration or termination of the exchange offer.

Conditions to the Exchange Offer
The exchange offer is not conditioned upon any minimum aggregate principal amount of old
notes being tendered for exchange. The exchange offer is subject to customary conditions,
which we may waive. See "Exchange Offer--Conditions" for more information regarding
the conditions to the exchange offer.

Procedures for Tendering Notes
To tender old notes held in book-entry form through the Depository Trust Company, or
"DTC," you must transfer your old notes into the exchange agent's account in accordance
with DTC's Automated Tender Offer Program, or "ATOP" system. In lieu of delivering a
letter of transmittal to the exchange agent, a computer-generated message, in which the
holder of the old notes acknowledges and agrees to be bound by the terms of the letter of
transmittal, must be transmitted by DTC on behalf of a holder and received by the exchange
agent before 5:00 p.m., New York City time, on the expiration date. In all other cases, a
letter of transmittal must be manually executed and received by the exchange agent before
5:00 p.m., New York City time, on the expiration date.

By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us

that, among other things:

· any exchange notes to be received by you will be acquired in the ordinary course of

your business;

· you have no arrangement, intent or understanding with any person to participate in the

distribution of the exchange notes (within the meaning of the Securities Act);

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· you are not engaged in and do not intend to engage in a distribution of the exchange

notes (within the meaning of the Securities Act);

· you are not our "affiliate" (as defined in Rule 405 under the Securities Act); and

· if you are a broker-dealer that will receive exchange notes for your own account in
exchange for old notes that were acquired as a result of market-making activities or

other trading activities, you will deliver or make available a prospectus in connection
with any resale of the exchange notes.

Special Procedures for Beneficial Owners
If you are a beneficial owner whose old notes are registered in the name of a broker, dealer,
commercial bank, trust company or other nominee, and you want to tender old notes in the
exchange offer, you should contact the registered owner promptly and instruct the registered
holder to tender on your behalf. If you wish to tender on your own behalf, you must, before
completing and executing the letter of transmittal and delivering your old notes, either make
appropriate arrangements to register ownership of the old notes in your name or obtain a
properly completed bond power from the registered holder. See "Exchange Offer--
Procedures for Tendering."

Guaranteed Delivery Procedures
If you wish to tender your old notes, and time will not permit your required documents to
reach the exchange agent by the expiration date, or the procedure for book-entry transfer
cannot be completed on time, you may tender your old notes under the procedures described
under "Exchange Offer--Guaranteed Delivery Procedures."

Consequences of Failure to Exchange
Any old notes that are not tendered in the exchange offer, or that are not accepted in the
exchange, will remain subject to the restrictions on transfer. Since the old notes have not
been registered under the U.S. federal securities laws, you will not be able to offer or sell the
old notes except under an exemption from the requirements of the Securities Act or unless the
old notes are registered under the Securities Act. Upon the completion of the exchange offer,
we will have no further obligations, except under limited circumstances, to provide for
registration of the old notes under the U.S. federal securities laws. See "Exchange Offer--
Consequences of Failure to Tender."

Certain U.S. Federal Income Tax Considerations
The exchange of old notes for exchange notes in the exchange offer will not constitute a
taxable exchange for U.S. federal income tax purposes. See "Certain U.S. Federal Income
Tax Considerations."

Transferability
Under existing interpretations of the Securities Act by the staff of the SEC contained in
several no-action letters to third parties, and subject to the immediately following sentence,
we believe that the exchange

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notes will generally be freely transferable by holders after the exchange offer without further
compliance with the registration and prospectus delivery requirements of the Securities Act

(subject to certain representations required to be made by each holder of old notes, as set
forth under "Exchange Offer--Procedures for Tendering"). However, any holder of old notes
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who:

· is one of our "affiliates" (as defined in Rule 405 under the Securities Act),

· does not acquire the exchange notes in the ordinary course of business,

· distributes, intends to distribute, or has an arrangement or understanding with any

person to distribute the exchange notes as part of the exchange offer, or

· is a broker-dealer who purchased old notes from us in the initial offering of the old

notes for resale pursuant to Rule 144A or any other available exemption under the
Securities Act,

will not be able to rely on the interpretations of the staff of the SEC, will not be permitted to
tender old notes in the exchange offer and, in the absence of any exemption, must comply

with the registration and prospectus delivery requirements of the Securities Act in connection
with any resale of the exchange notes.

Our belief that transfers of exchange notes would be permitted without registration or
prospectus delivery under the conditions described above is based on SEC interpretations
given to other, unrelated issuers in similar exchange offers. We cannot assure you that the

SEC would make a similar interpretation with respect to our exchange offer. We will not be
responsible for or indemnify you against any liability you may incur under the Securities
Act.

Each broker-dealer that receives exchange notes for its own account under the exchange
offer in exchange for old notes that were acquired by the broker-dealer as a result of market-

making or other trading activity must acknowledge that it will deliver a prospectus in
connection with any resale of the exchange notes. See "Plan of Distribution."

Use of Proceeds
We will not receive any cash proceeds from the issuance of the exchange notes pursuant to
the exchange offer.

Exchange Agent
U.S. Bank National Association is the exchange agent for the exchange offer. The address
and telephone number of the exchange agent are set forth under "Exchange Offer--
Exchange Agent."

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Summary Terms of the Exchange Notes
Set forth below is a brief summary of some of the principal terms of the exchange notes. In this summary of the offering, "we," "us," "our,"
"Expedia," and the "Company" refer only to Expedia, Inc. and any successor obligor, and not to any of its subsidiaries. You should also read the
information in the section entitled "Description of the Exchange Notes" later in this prospectus for a more detailed description and understanding of
the terms of the exchange notes.
The exchange notes will be identical in all material respects to the old notes for which they have been exchanged, except:

· the offer and sale of the exchange notes will have been registered under the Securities Act, and thus the exchange notes generally will not

be subject to the restrictions on transfer applicable to the old notes or bear restrictive legends,

· the exchange notes will not be entitled to registration rights, and

· the exchange notes will not have the right to earn additional interest under circumstances relating to our registration obligations.

Issuer
Expedia, Inc.

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Guarantees
The exchange notes will be fully and unconditionally guaranteed by the Subsidiary
Guarantors, which include each of our subsidiaries that guarantees our existing 7.456%
senior notes due 2018, 5.95% senior notes due 2020, 2.500% senior notes due 2022, 4.500%
senior notes due 2024 and 5.000% senior notes due 2026 and that is either a borrower or
guarantor under the Amended and Restated Credit Agreement, dated as of September 5,
2014, among the Issuer and certain of its subsidiaries, as borrowers, the lenders party thereto,
JPMorgan Chase Bank N.A., as administrative agent, and J.P. Morgan Europe Limited, as
London agent (as amended from time to time, including by that certain First Amendment,
dated as of February 4, 2016, and that certain Second Amendment, dated as of December 22,
2016, and that certain Third Amendment, dated as of April 25, 2017, the "Revolving Credit
Facility"). Additional subsidiaries will be required to guarantee the exchange notes, and the
guarantees of the Subsidiary Guarantors with respect to the exchange notes will terminate, in
each case in the circumstances set forth under "Description of the Exchange Notes--
Guarantees." As of September 30, 2017, the Subsidiary Guarantors accounted for
approximately $17.7 billion, or 93%, of our total consolidated assets, which excludes
amounts due from the Issuer or the subsidiaries that are not Subsidiary Guarantors. The
Subsidiary Guarantors accounted for approximately $6.8 billion, or 78%, and approximately
$5.9 billion, or 76%, of our total consolidated revenue for the year ended December 31,
2016, and nine months ended September 30, 2017, respectively.

Securities Offered
$1,000,000,000 aggregate principal amount of 3.800% Senior Notes due 2028.

Maturity
The exchange notes will mature on February 15, 2028.

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Interest
The exchange notes will accrue interest at 3.800% per annum, payable semiannually in
arrears on February 15 and August 15 of each year, beginning on February 15, 2018.

Ranking
The exchange notes will be our senior unsecured obligations and will rank equally in right of
payment with all of our existing and future unsubordinated and unsecured obligations. So
long as the guarantees are in effect, each Subsidiary Guarantor's guarantee will be the senior
unsecured obligation of such Subsidiary Guarantor and will rank equally in right of payment
with all of such Subsidiary Guarantor's existing and future unsubordinated and unsecured
obligations.

Optional Redemption
We may redeem the exchange notes, in whole or in part, at any time or from time to time,
prior to November 15, 2027 (the date that is three months prior to the maturity date of the
exchange notes), at a specified make-whole premium described under the heading
"Description of the Exchange Notes--Optional Redemption," plus accrued and unpaid
interest thereon to but excluding the redemption date.

On or after November 15, 2027 (the date that is three months prior to the maturity date of the
exchange notes), the exchange notes will be redeemable, in whole or in part, at our option at

any time and from time to time, at a redemption price equal to 100% of the principal amount
of the exchange notes to be redeemed, plus accrued and unpaid interest thereon to but
excluding the redemption date.

Change of Control
Upon the occurrence of a Change of Control Triggering Event (as defined in this registration
statement), each holder of exchange notes will have the right to require us to repurchase such
holder's exchange notes, in whole or in part, at a purchase price in cash equal to 101% of the
principal amount thereof, plus any accrued and unpaid interest to the date of purchase. See
"Description of the Exchange Notes--Change of Control."

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Certain Covenants
The indenture governing the exchange notes contains covenants limiting our ability and our
subsidiaries' ability to:

· create certain liens;

· enter into sale and lease-back transactions; and

· consolidate or merge with, or convey, transfer or lease all or substantially all our assets

to, another person.

However, each of these covenants is subject to certain exceptions. You should read

"Description of the Exchange Notes--Covenants" for a description of these covenants.

Form and Denomination
We will issue the exchange notes in fully registered form in denominations of $2,000 and
integral multiples of $1,000 in excess

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thereof. Each of the exchange notes will be represented by one or more global securities
registered in the name of a nominee of The Depository Trust Company ("DTC"). You will

hold a beneficial interest in one or more of the exchange notes through DTC, and DTC and
its direct and indirect participants will record your beneficial interest in their books. Except
under limited circumstances, we will not issue certificated exchange notes.

Further Issuances
We may create and issue additional notes having the same terms as, and ranking equally
with, the exchange notes and the old notes in all respects (or in all respects except for the
date of issuance, issue price, the initial interest accrual date and amount of interest payable on
the first payment date applicable thereto). These additional notes will be treated as a single
class with the exchange notes and the old notes, including for purposes of waivers,
amendments and redemptions.

Governing Law
The indenture governing the exchange notes is, and the exchange notes will be, governed by,
and construed in accordance with, the laws of the State of New York.

Absence of a Public Market for the Exchange Notes The exchange notes generally are freely transferable but are also new securities for which
there is not initially an existing trading market. There can be no assurance as to the
development or liquidity of any market for the exchange notes. We do not intend to apply for
listing of the exchange notes on any securities exchange or to seek quotation of the exchange
notes on any automated dealer quotation system.

Risk Factors
See "Risk Factors" beginning on page 9 for a discussion of some of the key factors you
should carefully consider before deciding to exchange your old notes for exchange notes.

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Risk Factors
You should consider carefully various risks, including those described below and all of the information about risks included in the documents incorporated
by reference in this prospectus, including under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2016
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along with the information provided elsewhere in this prospectus. These risks could adversely and materially affect our ability to meet our obligations
under the exchange notes, and you, under the circumstances described in this section, could lose all or part of your investment in, and fail to achieve the
expected return on, the exchange notes.
The risks and uncertainties described below and incorporated by reference into this prospectus are not the only ones that we face. Additional risks and
uncertainties, including those generally affecting the industry in which we operate, risks that are unknown to us or that we currently deem immaterial and
risks and uncertainties generally applicable to companies that have recently undertaken transactions similar to this offering, may also impair our business,
the value of your investment and our ability to pay interest on, and repay or refinance, the exchange notes.
For a discussion of risks relating to our business, see "Risk Factors" in Part 1, Item 1A, in our Annual Report on Form 10-K for the year ended
December 31, 2016, which is incorporated by reference herein. The risk factors described below and the risks relating to our business incorporated by
reference herein could materially impact our business, financial condition and results of operations.
Risks Related to the Exchange Notes and This Exchange Offer
We may incur additional indebtedness.
We may incur substantial additional indebtedness in the future. We also are permitted to incur secured indebtedness subject to specified limitations, which
would be effectively senior in priority to the exchange notes.
Our indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under our outstanding indebtedness and
the exchange notes.
As of September 30, 2017, the outstanding principal amount of our indebtedness was approximately $4,235.7 million (including current and long-term
portions of debt but excluding undrawn letters of credit and similar instruments). Our indebtedness could have important consequences for you. For
example, it could:

· make it difficult for us to satisfy our obligations with respect to the exchange notes;

· increase our vulnerability to general adverse economic and industry conditions;

· require us to dedicate a portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of cash

flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;

· make it difficult for us to optimally capitalize and manage the cash flow for our businesses;

· limit our flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate;

· place us at a competitive disadvantage compared to our competitors that have less debt; and

· limit our ability to borrow additional funds or to borrow funds at rates or on other terms we find acceptable.
In addition, it is possible that we may need to incur additional indebtedness in the future in the ordinary course of business. The terms of our Revolving
Credit Facility and the indentures governing our 7.456% senior notes due 2018, our 5.95% senior notes due 2020, our 2.500% senior notes due 2022, our
4.500% senior notes due 2024 and our 5.000% senior notes due 2026 and the indenture that will govern the exchange notes allow us to incur additional
debt subject to certain limitations.

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If new debt is added to current debt levels, the risks described above could intensify. Furthermore, if future debt financing is not available to us when
required or is not available on acceptable terms, we may be unable to grow our business, take advantage of business opportunities, respond to competitive
pressures or refinance maturing debt, any of which could have a material adverse effect on our operating results and financial condition.
The agreements governing our indebtedness contain various covenants that limit our discretion in the operation of our business and also require us to
meet financial maintenance tests and other covenants. The failure to comply with such tests and covenants could have a material adverse effect on us.
The agreements governing our indebtedness contain various covenants, including those that restrict our ability to, among other things:

· borrow money, and guarantee or provide other support for indebtedness of third parties, including guarantees;

· incur certain liens;

· enter into transactions with affiliates;

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Document Outline

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