Obligation CA Inc 4.7% ( US12673PAJ49 ) en USD

CA Inc

95.63 % ▲

Etats-unis

US12673PAJ49 ( en USD )

4.7% par an ( paiement semestriel )

14/03/2027

Prospectus brochure de l'obligation CA Inc US12673PAJ49 en USD 4.7%, échéance 14/03/2027

2 000 USD

350 000 000 USD

12673PAJ4

BBB- ( Qualité moyenne inférieure )

N/A

15/09/2024 ( Dans 148 jours )

L'Obligation émise par CA Inc ( Etats-unis ) , en USD, avec le code ISIN US12673PAJ49, paye un coupon de 4.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2027
L'Obligation émise par CA Inc ( Etats-unis ) , en USD, avec le code ISIN US12673PAJ49, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B5 1 d292861d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-196619
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Maximum Aggregate
Amount of
Securities to Be Registered

Offering Price

Registration Fee (1)
3.600% Senior Notes due 2022

$499,550,000

$57,897.85
4.700% Senior Notes due 2027

$350,000,000

$40,565.00
Total

$849,550,000

$98,462.85

(1)
This filing fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933 and relates to Registration Statement No. 333-
196619 filed by the Registrant on June 9, 2014.
Table of Contents
PROSPECTUS SUPPLEMENT
(To prospectus dated June 9, 2014)
CA, Inc.
$500,000,000 3.600% Senior Notes due 2022
$350,000,000 4.700% Senior Notes due 2027

We are offering $500 million aggregate principal amount of 3.600% Senior Notes due 2022 (the "2022 notes") and $350 million aggregate
principal amount of 4.700% Senior Notes due 2027 (the "2027 notes" and, together with the 2022 notes, the "notes"). We will pay interest on the
2022 notes on February 15 and August 15 of each year, beginning August 15, 2017. The 2022 notes will mature on August 15, 2022. We will pay
interest on the 2027 notes on March 15 and September 15 of each year, beginning September 15, 2017. The 2027 notes will mature on March 15,
2027. We may redeem either series of the notes, in whole or in part, at any time or from time to time at the applicable redemption prices described
in this prospectus supplement. If we experience a change of control repurchase event, we must offer to repurchase the notes. See "Description of
Notes--Change of Control" in this prospectus supplement.
The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our other existing and future senior
unsecured and unsubordinated indebtedness and senior in right of payment to all of our existing and future senior subordinated or subordinated
indebtedness. The notes will be effectively subordinated in right of payment to any future secured indebtedness to the extent of the value of the
assets securing such indebtedness and structurally subordinated to any indebtedness of our subsidiaries. The notes of each series will be issued
only in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Investing in the notes involves risks that are described in the ``Risk Factors'' section beginning on page S-9
of this prospectus supplement.

Per
Total for
Per
Total for

2022 Note

2022 Notes

2027 Note

2027 Notes

Public offering price (1)

99.910%
$499,550,000
100.000%
$350,000,000
Underwriting discount

0.600%
$
3,000,000

0.650%
$
2,275,000
Proceeds, before expenses, to us (1)

99.310%
$496,550,000
99.350%
$347,725,000

(1)
Plus accrued interest from March 17, 2017, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is
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Final Prospectus Supplement
a criminal offense.
The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of its
participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, S.A., on or about March 17,
2017.

Joint Book-Running Managers

J.P. Morgan

BofA Merrill Lynch

Morgan Stanley

Barclays

Citigroup
Senior Co-Managers

BNP PARIBAS

Goldman, Sachs & Co.

HSBC
PNC Capital Markets LLC

RBC Capital Markets

Scotiabank
US Bancorp

Wells Fargo Securities
Co-Managers

DNB Markets

ING

KeyBanc Capital Markets
SMBC Nikko

Standard Chartered Bank

SunTrust Robinson Humphrey

The date of this prospectus supplement is March 15, 2017.
Table of Contents
In making your investment decision, you should rely only on the information included or incorporated by reference in this prospectus
supplement, the accompanying prospectus and any free writing prospectus we may authorize to be delivered to you. We and the
underwriters have not authorized anyone to provide you with any other information. If you receive any other information, you should not
rely on it. We and the underwriters are not offering to sell the notes in any jurisdiction where offers and sales are not permitted. You
should not assume that the information included or incorporated by reference in this prospectus supplement, the accompanying
prospectus or any free writing prospectus is accurate as of any date other than the date of such information and in no case as of any date
subsequent to the date on the front cover of this prospectus supplement.
Table of Contents

Page
Prospectus Supplement

About This Prospectus Supplement
S-1
Summary
S-2
Risk Factors
S-9
Forward-Looking Statements
S-14
Use of Proceeds
S-16
Capitalization
S-17
Description of Notes
S-18
Certain Material United States Federal Income Tax Consequences
S-25
Certain ERISA Considerations
S-29
Underwriting
S-31
Legal Matters
S-36
Experts
S-36
Prospectus

About This Prospectus

1
Risk Factors

1
Our Company

1
Where You Can Find More Information

2
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Final Prospectus Supplement
Use of Proceeds

2
Ratios of Earnings to Fixed Charges

2
Description of Senior Debt Securities

3
Description of Subordinated Debt Securities

12
Description of Preferred Stock

12
Description of Common Stock

13
Description of Units

15
Book-Entry Delivery and Settlement

15
Plan of Distribution

18
Validity of Securities

19
Experts

19

i
Table of Contents
About This Prospectus Supplement
This prospectus supplement supplements the accompanying prospectus. The accompanying prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission, or the SEC, using a "shelf" registration, or continuous offering, process. Under this shelf
registration process, we may, at any time and from time to time, issue and sell, in one or more offerings, any combination of the securities,
including the notes, described in the accompanying prospectus. The accompanying prospectus provides you with a general description of these
securities, and this prospectus supplement contains specific information about the terms of this offering of notes.
This prospectus supplement, or the information incorporated by reference in the accompanying prospectus, may add, update or change information
in the accompanying prospectus. If information in this prospectus supplement, or the information incorporated by reference, is inconsistent with the
accompanying prospectus, this prospectus supplement, or the information incorporated by reference, will apply and will supersede the information
in the accompanying prospectus.
It is important for you to read and consider all information included in this prospectus supplement and the accompanying prospectus, including the
information incorporated by reference, before making your investment decision. See "Where You Can Find More Information" in the
accompanying prospectus.
Unless otherwise indicated or the context otherwise requires, references in this prospectus supplement and the accompanying prospectus to "CA,"
"we," "us" and "our" refer to CA, Inc. and, as applicable, its subsidiaries, except for purposes of the description of notes included in this prospectus
supplement and the accompanying prospectus, where references to such terms refer only to CA, Inc. and do not include our subsidiaries. When we
refer to the "notes" in this prospectus supplement, we mean the notes being offered by this prospectus supplement, unless we state otherwise.

S-1
Table of Contents
Summary
This summary highlights selected information included in this prospectus supplement and included or incorporated by reference in the
accompanying prospectus. This summary does not contain all of the information that you should consider before investing in the notes. You
should read this entire prospectus supplement and the accompanying prospectus carefully, including the information incorporated by
reference, especially the risks of investing in the notes described under "Risk Factors," before making an investment decision. See "Where
You Can Find More Information" in the accompanying prospectus.
Our Company
Overview
We are a global leader in software solutions enabling customers to plan, develop, manage and secure applications and enterprise environments
across distributed, cloud, mobile and mainframe platforms. In every industry, we see customers transforming their businesses to better manage
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Final Prospectus Supplement
the market demands for speed, exceptional customer experience and rich analytics. Their journey, which is broadly referred to as digital
transformation, is fueled by software. The proliferation of mobile devices and the expectation of seamless connectivity has driven users to
demand highly secure, frictionless user experiences via software applications (often referred to as "applications" or "apps"). We refer to this
market shift as the "Application Economy" and it is profoundly changing the way businesses provide services to customers and build software.
Around the world, these complementary trends are placing software at the heart of every business, driving companies in every industry vertical
to invest in the creation of in-house software development teams to build out new business models, enhance their digital presence and support
their on-going relationships with customers.
We have a broad portfolio of software solutions that we use to execute our business strategy, including enabling our customers to gain a
competitive advantage in the Application Economy. We organize our offerings into our Enterprise Solutions, Mainframe Solutions and
Services operating segments.

· Our Enterprise Solutions segment includes products that are designed for distributed and cloud computing environments and run on
industry standard servers. Within Enterprise Solutions, our areas of focus include Agile Management, which enables customers to
more effectively plan and manage the software development process and the business of IT service delivery, DevOps, which is

adjacent to Agile Management and comprises a range of solutions that allow customers to efficiently deliver and manage
applications and IT infrastructure, and Security, which consists of a comprehensive set of solutions to address the growing concern
across all enterprises and organizations regarding external and internal threats to their environments and the critical data they
contain.

· Our Mainframe Solutions segment products help customers and partners lower cost per transaction, while increasing business

agility, security and compliance. They are designed for the IBM System z mainframe platform, which runs many of our largest
customers' mission critical applications.

· Our Services segment helps customers reach their IT and business goals primarily by enabling the rapid implementation and

adoption of our Mainframe and Enterprise solutions and includes services such as product implementation, consulting, customer
education and customer training.
Recent Developments
On January 18, 2017, we acquired Automic Holding GmbH ("Automic"), a provider of business automation software that automates IT and
business processes. With Automic, we have added new cloud-enabled automation and orchestration capabilities across our portfolio and
increased our ability to reach into the European market. We acquired all of the equity interests in Automic for approximately 600 million
euros, net of cash and cash equivalents acquired (which translated to approximately $643 million at January 18, 2017). We funded the

S-2
Table of Contents
acquisition from our available international cash on hand. Certain data necessary to complete the preliminary purchase price allocation is not
yet available, including, but not limited to, the valuation of assets acquired and liabilities assumed, and review of tax returns that provide the
underlying tax basis of Automic's assets and liabilities. Accordingly, such disclosures related to this business combination were not included
in the financial statements incorporated by reference in the accompanying prospectus. The results of operations of Automic will be reported
predominately in our Enterprise Solutions segment and will be included in our consolidated results of operations from the date of acquisition.
On March 6, 2017, we announced that we signed a definitive agreement to acquire all of the equity interests in Veracode, Inc. ("Veracode")
for aggregate cash consideration of approximately $614 million, subject to certain adjustments as described more fully in the definitive
agreement (such acquisition, the "Veracode Acquisition"). Veracode is a leader in securing web, mobile and third-party applications across the
software development life cycle. The Veracode Acquisition is expected to close in the first quarter of our fiscal year 2018, and is subject to
customary closing conditions, including the receipt of required regulatory approvals. We intend to use the net proceeds of this offering of
approximately $842 million for general corporate purposes, which may include, among other things, the funding of some or all of the
Veracode Acquisition. See "Use of Proceeds" in this prospectus supplement.
Corporate Information
Our principal executive offices are located at 520 Madison Avenue, New York, New York 10022, and our main telephone number is (800)
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Final Prospectus Supplement
225-5224. Our website is located at http://www.ca.com. Our website and the information contained on our website are not part of this
prospectus supplement or the accompanying prospectus.

S-3
Table of Contents
The Offering
The following summary contains basic information about the notes and is not intended to be complete. For a more complete understanding of
the notes, please refer to the sections entitled "Description of Notes" in this prospectus supplement and "Description of Senior Debt Securities"
in the accompanying prospectus. For purposes of the description of notes included in this prospectus supplement and the accompanying
prospectus, references to "we," "us" and "our" refer only to CA, Inc. and do not include our subsidiaries.

Issuer
CA, Inc.

Securities
$500,000,000 aggregate principal amount of 3.600% Senior Notes due 2022 (the "2022
notes").

$350,000,000 aggregate principal amount of 4.700% Senior Notes due 2027 (the "2027

notes").

Maturity
The 2022 notes will mature on August 15, 2022 .

The 2027 notes will mature on March 15, 2027.

Interest Payment Dates
February 15 and August 15 of each year, beginning on August 15, 2017, in the case of
the 2022 notes.

March 15 and September 15 of each year, beginning on September 15, 2017, in the case

of the 2027 notes.

Optional Redemption
At any time or from time to time, we may redeem some or all of either series of the
notes at a price equal to 100% of the principal amount of such notes plus accrued and
unpaid interest, if any, to the date of redemption plus a "make-whole" premium.
Notwithstanding the foregoing, on or after July 15, 2022, in the case of the 2022 notes,
and on or after December 15, 2026, in the case of the 2027 notes, we may redeem some
or all of such notes at a price equal to 100% of the principal amount of such notes plus
accrued and unpaid interest, if any, to the date of redemption. See "Description of Notes
--Optional Redemption" in this prospectus supplement.

Change of Control
The occurrence of a "Change of Control Repurchase Event" (as defined under
"Description of Notes--Change of Control" in this prospectus supplement) will require
us to offer to repurchase from you all of your notes at a purchase price in cash equal to
101% of the principal amount of the notes plus accrued and unpaid interest, if any, to the
date of repurchase (subject to the right of holders of record on the relevant interest
record date to receive interest due on the relevant interest payment date). See
"Description of Notes--Change of Control" in this prospectus supplement.

Ranking
The notes will:

· be our general unsecured obligations;

· rank equally in right of payment with all of our existing and future unsecured and

unsubordinated indebtedness;

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Final Prospectus Supplement

S-4
Table of Contents
· be senior in right of payment to all of our existing and future senior subordinated

or subordinated indebtedness;

· be effectively subordinated in right of payment to any future secured indebtedness

to the extent of the value of the assets securing such indebtedness; and

· be structurally subordinated to any indebtedness of our subsidiaries.

As of December 31, 2016, we had approximately $1.950 billion of unsecured and
unsubordinated indebtedness. On an as-adjusted basis after giving effect to this offering

and the application of the net proceeds therefrom, as more fully described in
"Capitalization" in this prospectus supplement, as of December 31, 2016:

· we would have had approximately $2.8 billion of unsecured and unsubordinated

indebtedness (including the notes), all of which would constitute senior
indebtedness;

· we would not have had any secured indebtedness to which the notes would have

been effectively subordinated; and

· our subsidiaries would not have any indebtedness to which the notes would have

been structurally subordinated.

Covenants
We will issue the notes under an indenture with U.S. Bank National Association, as
trustee. The indenture will, among other things, limit our ability and the ability of our
restricted subsidiaries to:

· incur liens;

· engage in sale/leaseback transactions; and

· consolidate or merge with or into, or sell substantially all of our assets to, another

person.

These covenants will be subject to a number of important exceptions and qualifications.

See "Description of Senior Debt Securities" in the accompanying prospectus.

Absence of Public Markets for the Notes
The notes are new issues of securities and there are currently no established trading
markets for them. We do not intend to apply for a listing of the notes on any securities
exchange or an automated dealer quotation system. Accordingly, we cannot assure you
as to the development or liquidity of any markets for the notes. The underwriters have
advised us that they currently intend to make a market in the notes of each series.
However, they are not obligated to do so and any market making with respect to the
notes may be discontinued without notice. See "Risk Factors--Risks Relating to the
Notes--Your ability to transfer the notes may be limited by the absence of active
trading markets, and we cannot assure you that active trading markets will develop for
the notes" in this prospectus supplement.

S-5
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Final Prospectus Supplement
Table of Contents
Use of Proceeds
We intend to use the net proceeds of this offering of approximately $842 million for
general corporate purposes, which may include the funding of some or all of the
Veracode Acquisition and the repayment of our 2.875% Senior Notes due 2018. See
"Use of Proceeds" in this prospectus supplement.

Further Issuances
We may at any time, without notice to or the consent of the holders of the notes, issue an
unlimited principal amount of additional notes of either series having identical terms and
conditions as the applicable series of notes, other than the issue date, issue price and, in
some cases, the first interest payment date. We will be permitted to issue such additional
notes only if, at the time of such issuance, we are in compliance with the covenants
contained in the indenture. Any additional notes will be part of the same issue as the
applicable series of notes offered hereby and will vote on all matters with the holders of
such notes; provided that if such additional notes are not fungible with the applicable
series of notes offered hereby for U.S. federal income tax purposes, such additional
notes shall be issued under a separate CUSIP number.

Form and Denomination
The notes of each series will be issued in minimum denominations of $2,000 and
integral multiples of $1,000 in excess thereof.

Trustee
U.S. Bank National Association

Governing Law
State of New York

Risk Factors
Investing in the notes involves substantial risk. You should carefully consider the risk
factors set forth under "Risk Factors" in this prospectus supplement and the other
information included or incorporated by reference in this prospectus supplement and the
accompanying prospectus prior to making an investment in the notes. See "Risk
Factors" beginning on page S-9 of this prospectus supplement.

S-6
Table of Contents
Summary Historical Consolidated Financial Data
The following table contains our summary historical consolidated financial data as of the dates and for the periods indicated. We have derived
the summary historical consolidated financial data as of March 31, 2016 and for each of the years in the three-year period ended March 31,
2016 from our audited consolidated financial statements (including the related notes) included in our Annual Report on Form 10-K for the
fiscal year ended March 31, 2016, which we refer to in this prospectus supplement as our 2016 10-K Report and which is incorporated by
reference in the accompanying prospectus. We have derived the summary historical consolidated financial data as of December 31, 2016 and
for each of the nine-month periods ended December 31, 2016 and December 31, 2015 from our unaudited consolidated financial statements
(including the related notes) included in our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2016,which is also
incorporated by reference in the accompanying prospectus. In the opinion of management, such unaudited consolidated financial statements
include all adjustments necessary for a fair presentation of our financial position as of such dates and our results of operations for such periods.
Nine-month results, however, are not necessarily indicative of the results that may be expected for any other interim period or for a full fiscal
year.
You should read the following data together with our other historical consolidated financial information and statements (including the related
notes) incorporated by reference in the accompanying prospectus and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Capitalization" included or incorporated by reference in this prospectus supplement or the accompanying
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Final Prospectus Supplement
prospectus.

Nine months
ended

Fiscal year ended March 31,

December 31,

($ in millions)

2016
2015
2014
2016
2015
Statement of Operations Data

Subscription and maintenance revenue

$3,317
$3,560
$3,683
$2,467
$2,496
Professional services

326

351

379

224

244
Software fees and other

382

351

350

333

276

Total revenue

4,025
4,262
4,412
3,024
3,016
Total expenses before interest and income taxes

2,890
3,100
3,342
2,104
2,160

Income from continuing operations before interest and income taxes

1,135
1,162
1,070

920

856
Interest expense, net

51

47

54

45

36

Income from continuing operations before income taxes

1,084
1,115
1,016

875

820
Income tax expense

315

305

129

257

222
Income from discontinued operations, net of income taxes

14

36

27

--

11

Net income

$ 783
$ 846
$ 914
$ 618
$ 609
Statement of Cash Flow and Other Data

Net cash provided by operating activities--continuing operations

$1,034
$1,030
$ 973
$ 620
$ 563
Ratio of earnings to fixed charges (1)

9.47
9.92
9.26
10.94
11.38

(in millions)

At March 31, 2016
At December 31, 2016
Balance Sheet Data

Cash and cash equivalents

$
2,812
$
2,828
Current assets

3, 561

3,519
Total assets

11,204

11,022
Current liabilities

2,894

2,619
Long-term debt, net of current portion

1,947

1,946
Total stockholders' equity

5,378

5,576

S-7
Table of Contents

(1)
Our ratio of earnings to fixed charges was 12.15 and 12.23, respectively, for the fiscal years ended March 31, 2013 and 2012. For
purposes of the computation of our ratio of earnings to fixed charges, earnings are defined as our pre-tax earnings or loss from
continuing operations plus our fixed charges. Fixed charges are the sum of (a) interest expense, (b) amortization of deferred financing
costs and debt discounts and (c) the portion of operating lease rental expense that is representative of the interest factor (deemed to be
one third).

S-8
Table of Contents
Risk Factors
You should carefully consider the risks described below before making an investment decision. The risks and uncertainties described below are not
the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our
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Final Prospectus Supplement
business operations. If any of the following risks actually occurs, our business, financial condition or results of operations could be materially
adversely affected.
This prospectus supplement and the accompanying prospectus and the documents incorporated by reference, including our 2016 10-K Report and
our Quarterly Reports on Form 10-Q for the periods ended June 30, 2016, September 30, 2016 and December 31, 2016 also contain forward-
looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking
statements as a result of a number of factors, including the risks described below and elsewhere in this prospectus supplement and the
accompanying prospectus and the documents incorporated by reference.
Risks Relating to our Business
You should consider carefully the risk factors that are described in Part I, Item 1A, "Risk Factors" of our 2016
10-K Report, which are incorporated by reference herein.
Risks Relating to the Notes
Our significant level of indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to
react to changes in the economy or our industry and prevent us from meeting our obligations under the notes.
As of December 31, 2016, we had approximately $1.950 billion of unsecured and unsubordinated indebtedness. On an as-adjusted basis after
giving effect to this offering and the application of the net proceeds thereof, as more fully described in "Capitalization" in this prospectus
supplement, as of December 31, 2016, we would have had approximately $2.8 billion of total indebtedness (including the notes), all of which
would constitute senior indebtedness, consisting of unsecured fixed-rate senior note obligations. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Contractual Obligations and Commitments" in our 2016 10-K Report for the payment schedule of
our long-term debt obligations, inclusive of interest.
Our leverage could have important consequences for you, including the following:

· it may limit our ability to obtain additional debt or equity financing for working capital, capital expenditures, product development,

debt service requirements, share repurchases, acquisitions, or general corporate or other purposes;

· it may limit our ability to adjust to changing market conditions and place us at a competitive disadvantage compared to our competitors

that have less debt;

· a portion of our cash flows from operations will be dedicated to the payment of principal and interest on our indebtedness and will not

be available for other purposes, including our operations, capital expenditures and future business opportunities;

· the debt service requirements of our other indebtedness could make it more difficult for us to satisfy our financial obligations, including

those related to the notes; and

· we may be vulnerable to a downturn in general economic conditions or in our business, or we may be unable to carry out capital

spending that is important to our growth.

S-9
Table of Contents
We have a significant amount of debt and if we fail to generate sufficient cash to service our debt, including the notes, we may be forced to
take other actions to satisfy our obligations under our indebtedness, which may not be successful.
As of December 31, 2016, we had approximately $1.950 billion of unsecured and unsubordinated indebtedness. On an as-adjusted basis after
giving effect to this offering and the application of the net proceeds thereof, as more fully described in "Capitalization" in this prospectus
supplement, as of December 31, 2016, we would have had approximately $2.8 billion of total indebtedness (including the notes), all of which
would constitute senior indebtedness, consisting of unsecured fixed-rate senior note obligations. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Contractual Obligations and Commitments" in our 2016 10-K Report for the payment schedule of
our long-term debt obligations, inclusive of interest. Our ability to make scheduled payments, refinance our debt obligations as they come due or
renew our credit lines depends on our financial and operating performance, which is subject to prevailing economic and competitive conditions and
to certain financial, business and other factors beyond our control. We cannot assure you that we will maintain a level of cash flows from
operating activities sufficient to permit us to pay the principal of and premium, if any, and interest on our indebtedness.
If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital
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Final Prospectus Supplement
expenditures, sell assets or operations, seek additional capital or restructure or refinance our indebtedness, including the notes. We cannot assure
you that we would be able to take any of these actions, that these actions would be successful and permit us to meet our scheduled debt service
obligations or that these actions would be permitted under the terms of our existing or future debt agreements, including the indenture governing
the notes. In the absence of sufficient operating results and resources, we could face substantial liquidity problems and might be required to dispose
of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions or to obtain
the proceeds that we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due. See
"Description of Notes" in this prospectus supplement and "Description of Senior Debt Securities" in the accompanying prospectus.
If we cannot make scheduled payments on our debt, we will be in default and, as a result:

· our debt holders could declare all outstanding principal and interest to be due and payable;

· the lenders under our revolving credit facility could terminate their commitments to lend us money; and

· we could be forced into bankruptcy or liquidation, which could result in your losing part or all of your investment in the notes.
We and our subsidiaries may incur substantial additional indebtedness in the future. If we incur any additional indebtedness that ranks equally with
the notes, the holders of that debt will be entitled to share ratably with you in any proceeds distributed in connection with any bankruptcy,
insolvency or reorganization involving us. This may have the effect of reducing the amount of proceeds paid to you. Additionally, our revolving
credit facility provides commitments of up to $1.0 billion in the aggregate (which may be increased at our option by an amount up to $500 million,
subject to certain conditions and the agreement of the lenders, and terminates in June 2019). At December 31, 2016, there were no borrowings
under our revolving credit facility. If new debt is added to our current debt levels, the related risks that we and our subsidiaries now face could
intensify.
The notes will be effectively subordinated in right of payment to any future secured indebtedness to the extent of the value of assets securing
that indebtedness and are structurally subordinated to any indebtedness of our subsidiaries.
The notes will be unsecured and effectively subordinated in right of payment to any future secured indebtedness to the extent of the value of assets
securing that indebtedness. As of December 31, 2016, we would not have had any secured indebtedness to which the notes would have been
effectively subordinated. Because the notes will be

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effectively subordinated to any future secured debt, in the event of our liquidation or insolvency or other events of default on our secured debt or
upon acceleration of the notes in accordance with their terms, we will be permitted to make payment on the notes only after any secured debt has
been paid in full. After paying any secured debt in full, we may not have sufficient assets remaining to pay any or all amounts due on the notes. In
the event of our bankruptcy, liquidation or reorganization or upon acceleration of the notes, payment on the notes could be less, ratably, than on any
secured debt.
In addition, the notes are structurally subordinated to any indebtedness of our subsidiaries. Our subsidiaries are separate and distinct legal entities
and have no obligation to pay any amounts due on any of our indebtedness, including the notes. None of our subsidiaries will guarantee the notes
or otherwise have any obligations to make payments in respect of the notes. As a result, claims of holders of the notes will be effectively
subordinated to the indebtedness and other liabilities of our subsidiaries. In the event of any bankruptcy, liquidation, dissolution or similar
proceeding involving one of our subsidiaries, any of our rights or the rights of the holders of the notes to participate in the assets of that subsidiary
will be effectively subordinated to the claims of creditors of that subsidiary, and following payment by that subsidiary of its liabilities, the
subsidiary may not have sufficient assets remaining to make payments to us as a shareholder or otherwise. As of December 31, 2016, after giving
effect to this offering and the application of the net proceeds thereof, as more fully described in "Use of Proceeds" and "Capitalization" in this
prospectus supplement, our subsidiaries would not have had
any indebtedness to which the notes would have been effectively subordinated.
Restrictive covenants may adversely affect our operations.
Our revolving credit facility, our term loan agreement, which provides for a $300 million term loan with a maturity date in April 2022, and the
indenture governing our outstanding senior debt securities, including the notes once issued, contain various covenants that limit our ability and the
ability of our subsidiaries to, among other things:

· incur liens;

https://www.sec.gov/Archives/edgar/data/356028/000119312517085566/d292861d424b5.htm[3/17/2017 9:35:27 AM]

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