stable or better outlook, from two of three selected ratings
agencies and there is no default or event of default under the
applicable Indenture.

The 2021 Notes bear interest at a rate of 3.400% per annum,
payable semiannually on December1 and June1 beginning on June1,
2017, mature on December1, 2021 and are redeemable at CFIs
option, in whole at any time or in part from time to time, at a
make-whole redemption price specified in the 2021 Notes
Indenture.

The 2026 Notes bear interest at a rate of 4.500% per annum,
payable semiannually on December1 and June1 beginning on June1,
2017, mature on December1, 2026 and are redeemable at CFIs
option, in whole at any time or in part from time to time, at a
make-whole redemption price specified in the 2026 Notes
Indenture.

Under each Indenture, specified changes of control involving
the Company or CFI, when accompanied by a ratings downgrade, as
defined with respect to the applicable series of Notes,
constitute change of control repurchase events. Upon the
occurrence of a change of control repurchase event with respect
to the 2021 Notes or the 2026 Notes, as applicable, unless CFI
has exercised its option to redeem such Notes, CFI will be
required to offer to repurchase them at a price equal to 101%
of the principal amount thereof, plus accrued and unpaid
interest, if any, to, but not including, the date of
repurchase.

The Indentures contain covenants that limit, among other
things, the ability of the Company and its subsidiaries,
including CFI, to incur liens on certain assets to secure debt,
to engage in sale and leaseback transactions, to sell or
transfer Collateral, to merge or consolidate with other
entities and to sell, lease or transfer all or substantially
all of the assets of the Company and its subsidiaries to
another entity. Each of the Indentures provides for customary
events of default, which include (subject in certain cases to
customary grace and cure periods), among others, nonpayment of
principal or interest on the applicable Notes; failure to
comply with other covenants or agreements under the Indenture;
certain defaults on other indebtedness; the failure of the
Companys or certain subsidiaries guarantees of the applicable
Notes to be enforceable; lack of validity or perfection of any
lien securing the obligations under the Notes and the
guarantees with respect to Collateral having an aggregate fair
market value equal to or greater than a specified amount; and
specified events of bankruptcy or insolvency. Under each
Indenture, in the case of an event of default arising from one
of the specified events of bankruptcy or insolvency, the
applicable Notes would become due and payable immediately, and,
in the case of any other event of default (other than an event
of default related to CFIs and the Companys reporting
obligations), the Trustee or the holders of at least 25% in
aggregate principal amount of the applicable Notes then
outstanding may declare all of such Notes to be due and payable
immediately.

On November21, 2016, the Company, CFI, CFE and CFS entered into
a Pledge and Security Agreement, dated as of November21, 2016,
with the 2021 Notes Collateral Agent (the 2021 Notes Security
Agreement) and a Pledge and Security Agreement, dated as of
November21, 2016, with the 2026 Notes Collateral Agent (the
2026 Notes Security Agreement and together with the 2021 Notes
Security Agreement, the Note Security Agreements). Each of the
Note Security Agreements provides for (i)a grant of a security
interest over the Collateral (other than mortgaged real
properties) in favor of the applicable Collateral Agent on
behalf of the applicable Trustee and holders of the applicable
series of Notes, (ii)certain perfection requirements and
(iii)customary representations and warranties, covenants and
remedial provisions with respect to such Collateral.

On November21, 2016, the Company, CFI, CFE and CFS entered into
a Pledge and Security Agreement, dated as of November21, 2016
(the Credit Agreement Security Agreement), with Morgan Stanley
Senior Funding,Inc., as administrative agent under the Credit
Agreement (the Administrative Agent), providing for (i)a grant
of a security interest over the Collateral (other than
mortgaged real properties) in favor of the Administrative Agent
on behalf of the lenders under the Credit Agreement and
specified other secured parties, including holders of certain
letter of credit, hedging and similar obligations, (ii)certain
perfection requirements and (iii)customary representations and
warranties, covenants and remedial provisions with respect to
such Collateral.

On November21, 2016, the 2021 Notes Collateral Agent, the 2026
Notes Collateral Agent and the Administrative Agent entered
into a First Lien/First Lien Intercreditor Agreement, dated as
of November21, 2016 (the Intercreditor Agreement). The
Intercreditor Agreement, to which any future representative of
the holders of future indebtedness secured on a pari passu
basis with the Notes would become a party, governs the relative
rights and remedies of the parties thereto with respect to
their respective security interests in, and the application of

proceeds of, the Collateral and certain other matters relating
to the administration of the Collateral and the proceeds
thereof. Generally, the administrative agent under the Credit
Agreement will control all decisions with respect to collateral
enforcement matters until the earlier of the obligations under
the Credit Agreement no longer being secured by the Collateral
(as specified in the Intercreditor Agreement) and the
expiration of a standstill period.

The above descriptions of the Indentures, the Notes, the Note
Security Agreements, the Credit Agreement Security Agreement
and the Intercreditor Agreement are summaries and are qualified
in their entirety by the terms of the Indentures, the Notes,
the Note Security Agreements, the Credit Agreement Security
Agreement and the Intercreditor Agreement. Copies of the 2021
Notes Indenture (including the form of the 2021 Notes), the
2026 Notes Indenture (including the form of the 2026 Notes),
the 2021 Notes Security Agreement, the 2026 Notes Security
Agreement, the Credit Agreement Security Agreement and the
Intercreditor Agreement are attached as exhibits 4.1, 4.2, 4.3,
4.4, 10.1 and 4.5, respectively, hereto and incorporated by
reference herein.

Wells Fargo Bank, National Association is a lender under the
Credit Agreement and is the trustee with respect to the 2018
Notes, the 2020 Notes and CFIs outstanding 3.450% Senior Notes
due 2023, 5.150% Senior Notes due 2034, 4.950% Senior Notes due
2043 and 5.375% Senior Notes due 2044 (such outstanding senior
notes, together with the 2018 Notes and the 2020 Notes, the
Unsecured Senior Notes). Morgan Stanley Senior Funding,Inc.
acts as administrative agent, as an issuing bank and as a
lender under the Credit Agreement.

Item 2.03 Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information set forth in Item 1.01 of this Current Report
on Form8-K with respect to the Indentures and the Notes is
incorporated by reference under this Item 2.03 insofar as it
relates to the creation of a direct financial obligation.

Item 8.01 Other Events

On November21, 2016, the Company prepaid the Private Senior
Notes. The prepayment included the payment of a make-whole
amount of approximately $170 million. Also on November21, 2016,
the proposed modifications to the Credit Agreement to Amendment
No.3 to the Credit Agreement, dated as of October31, 2016 (the
Amendment), became effective. The Amendment and the proposed
modifications were previously disclosed in, and the Amendment
was filed as Exhibit10.1 to, a Current Report on Form8-K filed
by the Company with the Securities and Exchange Commission on
November3, 2016.

On November21, 2016, in connection with the effectiveness of
the Amendment, CFE and CFS became guarantors of the obligations
under the Credit Agreement, and CFE and CFS became subsidiary
guarantors of the Unsecured Senior Notes.

On November21, 2016, the Company issued a press release
relating to the completion of the offering of the Notes. A copy
of the press release is attached hereto as Exhibit99.1 and is
incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.