Bond ExpediGroup 5% ( US30212PAM77 ) in USD

ExpediGroup

100 % ▲

United States

US30212PAM77 ( in USD )

5% per year ( payment 2 times a year)

14/02/2026

Prospectus brochure of the bond Expedia Group US30212PAM77 en USD 5%, maturity 14/02/2026

2 000 USD

749 707 000 USD

30212PAM7

BBB- ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

15/02/2026 ( In 5 days )

Expedia Group is a travel technology company offering online travel booking services for flights, hotels, car rentals, cruises, activities, and packages, operating through various brands including Expedia, Hotels.com, Vrbo, Orbitz, and others.

The Bond issued by ExpediGroup ( United States ) , in USD, with the ISIN code US30212PAM77, pays a coupon of 5% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/02/2026

The Bond issued by ExpediGroup ( United States ) , in USD, with the ISIN code US30212PAM77, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by ExpediGroup ( United States ) , in USD, with the ISIN code US30212PAM77, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-213740

PROSPECTUS
$750,000,000

EXCHANGE OFFER FOR
$750,000,000 5.000% SENIOR NOTES DUE 2026
FOR
A LIKE PRINCIPAL AMOUNT OF OUTSTANDING
5.000% SENIOR NOTES DUE 2026

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 $750,000,000 of our 5.000% Senior Notes due 2026 (the "exchange notes") for an equal principal amount of our
outstanding 5.000% Senior Notes due 2026 (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 November 10, 2016, 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· We will issue exchange notes for all old notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.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
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other trading activities. 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 October 11, 2016.
Table of Contents
Table of Contents

Page

Page
Information Incorporated by Reference

ii
Description of the Exchange Notes

18
Where You Can Find More Information

iii
Book-Entry Settlement and Clearance

36
Forward-Looking Information

iii
Exchange Offer

39
Summary

1
Certain U.S. Federal Income Tax Considerations

49
Risk Factors

9
Plan of Distribution

51
Selected Financial Data

14
Legal Matters

52
Ratio of Earnings to Fixed Charges

16
Experts

52
Use of Proceeds

17

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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, 2015, filed on February 11, 2016 and amended on April 29, 2016; and

· Quarterly Reports on Form 10-Q, for the quarterly period ended March 31, 2016, filed April 29, 2016, and for the quarterly period

ended June 30, 2016, filed on July 29, 2016.

· Current Reports on Form 8-K, filed on December 15, 2015, February 8, 2016, February 10, 2016 (Item 8.01 only), March 9, 2016,
April 28, 2016 (Item 8.01 only), June 23, 2016, July 28, 2016 (Item 8.01 only), August 4, 2016, August 23, 2016, September 21, 2016
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(on which date we filed two Current Reports on Form 8-K, each of which is incorporated by reference), September 22, 2016 and
October 3, 2016.
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 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 November
2, 2016. 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, 2015, 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
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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 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 seek to grow our business through a dynamic portfolio of travel brands, including our
majority-owned subsidiaries that feature the world's broadest supply portfolio--including more than 307,000 properties and 1.2 million live
vacation rentals in 200 countries, 475 airlines, packages, rental cars and cruises, as well as destination services and activities. Travel suppliers
distribute and market products via our traditional desktop offerings, as well as through alternative distribution channels including mobile and
social media, our private label business and our call centers in order to reach our extensive, global audience. In addition, our advertising and
media businesses help other businesses, primarily travel providers, reach a large audience of travelers around the globe.
Our portfolio of brands includes:

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

· Hotels.com®, a preeminent global lodging expert operating in more than 65 countries and 35 languages with its award winning

Hotels.com® Rewards loyalty program

· Orbitz Worldwide, including leading full-service U.S. travel websites Orbitz.com and CheapTickets.com

· Expedia® Affiliate Network (EAN), a global B2B business that powers the hotel business of leading airlines, top consumer brands,

online travel agencies and thousands of other partners through its API and template solutions

· trivago®, a leading online hotel search 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

· 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 1st Guarantee

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

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

advertisers to target a highly-qualified audience of travel consumers

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

travel.com.au®

· Classic Vacations®, a top luxury travel specialist

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

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

hundreds of destinations worldwide

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· Venere.comTM, an online hotel reservation specialist in Europe

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

through its network of over 220 retail travel agency franchises across North America
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, 2015.
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 $750,000,000 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 November 10,
Tender
2016, 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
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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."

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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 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 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
The Bank of New York Mellon Trust Company, N.A. 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.

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 and
4.500% senior notes due 2024 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, supplemented or otherwise modified from time to time (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 June 30, 2016, the Subsidiary
Guarantors accounted for approximately $15.0 billion, or 90%, 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 $5.2
billion, or 78%, and approximately $3.2 billion, or 77%, of our total consolidated
revenue for the year ended December 31, 2015, and six months ended June 30, 2016,
respectively. For the purposes of these income statement measures, the Subsidiary
Guarantors include (i) Orbitz Worldwide, Inc. and certain of its subsidiaries only for the
period following the consummation of the acquisition thereof by the Issuer and (ii)
certain former subsidiaries of HomeAway, Inc. (which was merged with and into the
Issuer) only for the period following the consummation of the acquisition thereof by the
Issuer.

Securities Offered
$750,000,000 aggregate principal amount of 5.000% Senior Notes due 2026.

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Maturity
The exchange notes will mature on February 15, 2026.

Interest
The exchange notes will accrue interest at 5.000% per annum, payable semiannually in
arrears on February 15 and August 15 of each year, beginning on February 15, 2017.

Ranking
The exchange notes will be our senior unsecured obligations and will rank equally in
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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, 2025 (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, 2025 (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."

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
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424B3
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
The exchange notes generally are freely transferable but are also new securities for
Notes
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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Table of Contents
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, 2015 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, 2015, 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 June 30, 2016, the outstanding principal amount of our indebtedness was approximately $3,196.8 million (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;

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Document Outline

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