Obligation Agrium Inc 4.9% ( US008916AM00 ) en USD

Agrium Inc

100 % ▲

Canada

US008916AM00 ( en USD )

4.9% par an ( paiement semestriel )

31/05/2043

Prospectus brochure de l'obligation Agrium Inc US008916AM00 en USD 4.9%, échéance 31/05/2043

2 000 USD

1 211 000 USD

008916AM0

BBB ( Qualité moyenne inférieure )

N/A

01/06/2025 ( Dans 116 jours )

Agrium Inc. était une entreprise canadienne d'engrais et de produits agricoles, fusionnée avec PotashCorp en 2016 pour former Nutrien.

L'Obligation émise par Agrium Inc ( Canada ) , en USD, avec le code ISIN US008916AM00, paye un coupon de 4.9% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/05/2043
L'Obligation émise par Agrium Inc ( Canada ) , en USD, avec le code ISIN US008916AM00, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

SUPPL
http://www.sec.gov/Archives/edgar/data/943003/000119312513239023/...
SUPPL 1 d544078dsuppl.htm SUPPL
Table of Contents
Filed pursuant to General Instruction II.L. of Form F-10
File No. 333-180315
PROSPECTUS SUPPLEMENT

(To Prospectus dated April 2, 2012)
U.S.$1,000,000,000

Agrium Inc.
U.S.$500,000,000 3.500% Debentures due June 1, 2023
U.S.$500,000,000 4.900% Debentures due June 1, 2043
The debentures due June 1, 2023 will bear interest at the rate of 3.500% per year (the "2023 debentures") and the debentures due June 1, 2043 will bear interest at the rate of 4.900% per year (the "2043 debentures" and,
together with the 2023 debentures, the "debentures"). We will pay interest on the 2023 debentures semi-annually on June 1 and December 1 of each year, beginning December 1, 2013 and we will pay interest on the 2043
debentures semi-annually on June 1 and December 1 of each year, beginning December 1, 2013. The debentures will be our direct, senior unsecured obligations and will rank equally with all of our other senior unsecured
indebtedness from time to time outstanding. The debentures will be issued only in denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof. The effective yield on the 2023 debentures if held to
maturity will be 3.512% and the effective yield on the 2043 debentures if held to maturity will be 4.949%. The reporting currency of the debentures will be United States dollars.
We may redeem the debentures, in whole or in part, at any time and from time to time at our option at the redemption prices described in this Prospectus Supplement. We may also redeem the debentures, in whole but not in
part, in the event certain changes affecting Canadian withholding taxes occur. We will be required to make an offer to purchase the debentures at a price equal to 101% of the principal amount plus accrued and unpaid interest
to the date of repurchase upon the occurrence of a Change of Control Triggering Event (as defined herein). The debentures are not subject to any sinking fund provisions.
We will not make application to list the debentures on any securities exchange or to include them in any automated quotation system. Accordingly, there are no established trading markets through which the
debentures may be sold and purchasers may not be able to resell the debentures purchased hereunder. This may affect the pricing of the debentures in the secondary market, the transparency and
availability of trading prices, the liquidity of the debentures, and the extent of issuer regulation. See "Risk Factors" in this Prospectus Supplement.
Investing in the debentures involves certain risks. See "Risk Factors" in this Prospectus Supplement beginning on page S-8 and in the accompanying Prospectus beginning on page 6.

Per 2023
Per 2043

Debenture
Total

Debenture
Total

Public offering price(1)

99.899%
U.S.$499,495,000

99.238%
U.S.$496,190,000
Underwriting Commission

0.650%
U.S.$ 3,250,000

0.875%
U.S.$ 4,375,000
Proceeds, before expenses, to Agrium Inc.(1)

99.249%
U.S.$496,245,000

98.363%
U.S.$491,815,000
Note:
(1)
Plus accrued interest, if any, from May 31, 2013, if settlement occurs after that date.
We are permitted, under a multi-jurisdictional disclosure system adopted by the United States and Canada, to prepare this Prospectus Supplement and the accompanying Prospectus in accordance with
Canadian disclosure requirements. You should be aware that such requirements are different from those of the United States. We have prepared our financial statements in accordance with International
Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board and they are subject to Canadian generally accepted auditing standards and the standards of the Public
Company Accounting Oversight Board (United States). As a result, they may not be comparable to the financial statements of U.S. companies.
You should be aware that the purchase of the debentures may have tax consequences both in the United States and Canada. This Prospectus Supplement may not describe these tax consequences fully.
You should read the tax discussion in this Prospectus Supplement and consult with your tax advisor. See "Certain Income Tax Considerations".
Your ability to enforce civil liabilities under U.S. federal securities laws may be affected adversely by the fact that we are incorporated under the laws of Canada, most of our officers and directors and most
of the experts named in this Prospectus Supplement and the accompanying Prospectus are residents of Canada, and a substantial portion of our and their assets are located outside the United States.
Neither the Securities and Exchange Commission (the "SEC") nor any state or provincial securities commission or similar authority has approved or disapproved of these securities, or passed upon the
adequacy or accuracy of this Prospectus Supplement or the accompanying Prospectus. Any representation to the contrary is a criminal offence.
The debentures will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company ("DTC") for the account of its participants on or about May 31, 2013.
Joint Book-Running Managers

BofA Merrill Lynch

RBC Capital Markets

Scotiabank
Co-Managers

BMO Capital Markets

CIBC

AltaCorp Capital
BNP PARIBAS
National Bank of
RBS
TD Securities

Canada Financial

ANZ Securities

Mizuho Securities
The date of this Prospectus Supplement is May 28, 2013.
1 of 75
5/29/2013 3:39 PM

SUPPL
http://www.sec.gov/Archives/edgar/data/943003/000119312513239023/...
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
S-1
EXCHANGE RATE INFORMATION
S-1
SUMMARY
S-3
SUMMARY OF THE OFFERING
S-4
RISK FACTORS
S-8
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
S-11
CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF MEASURED, INDICATED AND INFERRED MINERAL RESOURCES
S-12
USE OF PROCEEDS
S-13
CONSOLIDATED CAPITALIZATION
S-14
DESCRIPTION OF THE DEBENTURES
S-15
INTEREST COVERAGE RATIOS
S-27
CERTAIN INCOME TAX CONSIDERATIONS
S-28
UNDERWRITING (CONFLICTS OF INTEREST)
S-32
LEGAL MATTERS
S-35
EXPERTS
S-35
ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS OR COMPANIES
S-36
DOCUMENTS INCORPORATED BY REFERENCE IN THE PROSPECTUS
S-36
WHERE YOU CAN FIND MORE INFORMATION
S-37
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
S-38
PROSPECTUS

DEFINITIONS AND OTHER MATTERS
1
EXCHANGE RATES
1
FORWARD-LOOKING STATEMENTS
2
DOCUMENTS INCORPORATED BY REFERENCE
3
WHERE YOU CAN FIND MORE INFORMATION
5
ENFORCEABILITY OF CIVIL LIABILITIES
5
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
5
RISK FACTORS
6
AGRIUM
6
DESCRIPTION OF SHARE CAPITAL
10
DESCRIPTION OF SUBSCRIPTION RECEIPTS
12
DESCRIPTION OF DEBT SECURITIES
13
DESCRIPTION OF UNITS
26
CONSOLIDATED CAPITALIZATION
26
PRICE RANGE AND TRADING VOLUME OF THE COMMON SHARES
26
PRIOR SALES
27
INTEREST COVERAGE RATIO
27
CERTAIN INCOME TAX CONSIDERATIONS
28
PLAN OF DISTRIBUTION
28
USE OF PROCEEDS
29
LEGAL MATTERS
29
EXPERTS
29
AUDITORS' CONSENT
30
2 of 75
5/29/2013 3:39 PM

SUPPL
http://www.sec.gov/Archives/edgar/data/943003/000119312513239023/...
Table of Contents
IMPORTANT NOTICE ABOUT INFORMATION IN
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
This document is in two parts. The first part is this Prospectus Supplement, which describes the specific terms of the debentures that we are offering and also adds to
and updates certain information contained in the accompanying Prospectus (as defined herein) and the documents incorporated by reference therein. The second part, the
accompanying short form base shelf prospectus dated April 2, 2012, as may be amended or supplemented from time to time (the "Prospectus"), provides more general
information, some of which may not apply to the debentures offered hereunder. This Prospectus Supplement, the accompanying Prospectus and the documents
incorporated by reference therein include important information about us, the debentures and other information you should know before investing in the debentures.
This Prospectus Supplement is deemed to be incorporated by reference into the accompanying Prospectus solely for the purposes of the offering of the debentures
hereby. Other documents are also incorporated or deemed to be incorporated by reference into the accompanying Prospectus. See "Documents Incorporated by
Reference in the Prospectus" and "Where You Can Find More Information" in this Prospectus Supplement.
To the extent that the description of the debentures varies between this Prospectus Supplement and the accompanying Prospectus, you should rely only on the
information in this Prospectus Supplement.
We are responsible for the information contained in this Prospectus Supplement and contained or incorporated by reference in the accompanying Prospectus.
We have not, and the underwriters have not, authorized any other person to provide you with additional or different information. We take no responsibility for,
and can provide no assurance as to the reliability of, any other information. We are offering to sell, and seeking offers to buy, these securities only in
jurisdictions where such offers and sales are permitted. You should assume that the information appearing in this Prospectus Supplement and the
accompanying Prospectus, as well as information we have previously filed or may subsequently file with the SEC and with the securities regulatory authority in
each of the provinces of Canada that is incorporated by reference in the accompanying Prospectus, is accurate as of their respective dates only. Our business,
financial condition, results of operations and prospects may have changed since those dates.
Other than under the headings "Summary of the Offering" and "Description of the Debentures", and unless the context otherwise requires, all references in this
Prospectus Supplement to "Agrium", "we", "us" or "our" means Agrium Inc. and its consolidated subsidiaries, Agrium Inc.'s share of its joint venture investments, any
partnership of which Agrium Inc. and its subsidiaries are the partners, including the Agrium Partnership (as defined herein), and our significant equity investments.
We prepare our consolidated financial statements in accordance with IFRS, which differ from United States generally accepted accounting principles ("U.S. GAAP").
Therefore, our consolidated financial statements incorporated by reference in the accompanying Prospectus may not be comparable to financial statements of U.S.
companies prepared in accordance with U.S. GAAP.
EXCHANGE RATE INFORMATION
In this Prospectus Supplement and the accompanying Prospectus, references to "dollars", "$" and "U.S.$" are to United States dollars and references to "Cdn.$" are to
Canadian dollars. We use the United States dollar as our reporting currency and, accordingly, our financial statements and management's discussion and analysis
incorporated by reference in the accompanying Prospectus report all amounts in United States dollars unless otherwise noted. The exchange rates between the Canadian
dollar and the United States dollar used in this Prospectus Supplement and the accompanying Prospectus vary depending on the date of the information contained herein.

S-1
3 of 75
5/29/2013 3:39 PM

SUPPL
http://www.sec.gov/Archives/edgar/data/943003/000119312513239023/...
Table of Contents
The following table sets forth: (i) the rates of exchange for the Canadian dollar, expressed in United States dollars in effect at the end of each of the periods indicated;
(ii) the average of the exchange rates in effect on the last day of each month during such periods; and (iii) the high and low exchange rates during each period, in each
case as identified or calculated from the Bank of Canada noon rate in effect on each trading day during the relevant period.

Three Months
Ended

Year Ended December 31,

March 31,

2010
2011
2012
2012
2013
Rate at end of period

1.0054
0.9833
1.0051
1.0009
0.9846
Average rate for period

0.9713
1.0117
1.0004
0.9987
0.9916
High for period

1.0054
1.0583
1.0299
1.0153
1.0164
Low for period

0.9278
0.9430
0.9599
0.9735
0.9696
On May 28, 2013, the Bank of Canada noon rate was Cdn.$1.00 = U.S.$0.9642.

S-2
4 of 75
5/29/2013 3:39 PM

SUPPL
http://www.sec.gov/Archives/edgar/data/943003/000119312513239023/...
Table of Contents
SUMMARY
The following is a summary of certain information contained in this Prospectus Supplement, the accompanying Prospectus and the documents incorporated by
reference therein, and is qualified in its entirety by, and should be read in conjunction with, the more detailed information contained elsewhere in this
Prospectus Supplement, the accompanying Prospectus and the documents incorporated by reference therein.
Agrium
We are a retailer of agricultural products and services in Canada, the United States, South America, Europe and Australia and a global producer and wholesale
marketer of nutrients for agricultural and industrial markets. We report our business through three business units and a fourth non-operating business unit for
corporate and inter-company eliminations. Our three operating business units are Retail, Wholesale and Advanced Technologies.
For a description of our business and operating business units see "Retail", "Wholesale", "Advanced Technologies" and "Other" in the Annual MD&A (as
defined herein), "Description of the Business" in our AIF (as defined herein) and "Retail", "Wholesale", "Advanced Technologies" and "Other" in the Interim
MD&A (as defined herein).
Recent Developments
On April 9, 2013, at our annual shareholder meeting, shareholders, among other matters, re-elected all twelve incumbent directors nominated by Agrium.
On April 30, 2013, we completed the sale of the 34% interest of Viterra Inc. ("Viterra") in a nitrogen facility located in Medicine Hat to CF Industries Holdings,
Inc. for proceeds of Cdn.$939-milllion (the "CF Transaction"), which proceeds were used to reduce outstanding indebtedness under the Revolving Credit Facility
(as defined herein) and repay the U.S.$460 million term bank loan that matured on May 5, 2013 (the "Term Loan"). See the Interim MD&A for further details on
the CF Transaction.
On May 14, 2013, we announced acceptance by the Toronto Stock Exchange of our normal course issuer bid pursuant to which we may purchase for cancellation
from time to time up to 7,472,587 of our common shares, being 5% of our issued and outstanding common shares as at May 3, 2013. We are authorized to make
purchases under the normal course issuer bid during the period ending on May 20, 2014 or until such earlier time as the bid is completed or terminated at our
option. Any common shares purchased under the bid will be purchased by us on the open market through the facilities of the Toronto Stock Exchange, the New
York Stock Exchange and/or alternative trading platforms at the prevailing market price at the time of such transaction.

S-3
5 of 75
5/29/2013 3:39 PM

SUPPL
http://www.sec.gov/Archives/edgar/data/943003/000119312513239023/...
Table of Contents
SUMMARY OF THE OFFERING
The following is a brief summary of certain of the terms of this offering. As used under the heading "Description of the Debentures" in this Prospectus
Supplement, all references to "we", "us", "our" and "Agrium" shall mean Agrium Inc. excluding, unless otherwise expressly stated or the context otherwise
requires, its subsidiaries, its share of joint venture investments, and any partnership of which it is a partner, including the Agrium Partnership and its
significant equity investments. For a more complete description of the terms of the debentures, see "Description of the Debentures" in this Prospectus
Supplement and "Description of Debt Securities" in the accompanying Prospectus.

Issuer
Agrium Inc.

Debentures Offered
U.S.$500,000,000 aggregate principal amount of 3.500% debentures due June 1, 2023 (the "2023 debentures").

U.S.$500,000,000 aggregate principal amount of 4.900% debentures due June 1, 2043 (the "2043 debentures"

and, together with the 2023 debentures, the "debentures").

Interest Payment Dates
Interest on the 2023 debentures will accrue from and including May 31, 2013 and will be payable on June 1 and
December 1 of each year, beginning December 1, 2013 and interest on the 2043 debentures will accrue from and
including May 31, 2013 and will be payable on June 1 and December 1 of each year, beginning December 1,
2013. Interest will be payable to holders of record of the 2023 debentures as of the immediately preceding
May 15 and November 15, respectively, and interest will be payable to holders of record of the 2043 debentures
as of the immediately preceding May 15 and November 15, respectively.

Maturity Date
June 1, 2023 for the 2023 debentures and June 1, 2043 for the 2043 debentures.

Ranking
The debentures will be our direct, senior unsecured obligations, will rank equally with all of our existing and
future senior unsecured debt, and will rank senior to all of our existing and future subordinated debt. See
"Description of the Debentures Ranking" in this Prospectus Supplement.

As of March 31, 2013, we had approximately U.S.$3.949 billion of indebtedness outstanding that ranks equally
with the debentures. As of March 31, 2013, on an adjusted basis after giving effect to the issuance and sale of the

debentures offered hereby, we would have had approximately U.S.$4.949 billion of indebtedness outstanding that
ranks equally with the debentures.

The debentures will also be effectively subordinated to all indebtedness and other liabilities, including
guarantees, of any of our subsidiaries and of "Agrium", our wholly-owned Alberta general partnership (the

"Agrium Partnership"), and our share of joint venture liabilities. See "Risk Factors Risks relating to the
Securities The Debt Securities will be effectively subordinated to certain indebtedness of our subsidiaries
and the Agrium Partnership" in the accompanying Prospectus.

As of March 31, 2013, our subsidiaries and the Agrium Partnership had approximately U.S.$6.4 billion of total

liabilities (excluding intercompany liabilities).

S-4
6 of 75
5/29/2013 3:39 PM

SUPPL
http://www.sec.gov/Archives/edgar/data/943003/000119312513239023/...
Table of Contents
Further Issues
We may from time to time, without notice to, or the consent of, the holders of the 2023 debentures or the 2043
debentures, create and issue further debentures having the same terms and conditions in all respects as the
debentures, except for the issue date, the issue price and the first payment of interest thereon. Additional 2023
debentures or 2043 debentures, as applicable, issued in this manner will be consolidated with and will form a
single series with the 2023 debentures or the 2043 debentures, as applicable being offered hereby.

Optional Redemption
Prior to March 1, 2023 (three months prior to the maturity date of the 2023 debentures), we may redeem the 2023
debentures, in whole or in part, at any time and from time to time, at our option, at the applicable redemption
price set forth under the heading "Description of the Debentures Optional Redemption" in this Prospectus
Supplement, plus accrued interest thereon to the date of redemption. On or after March 1, 2023 (three months
prior to the maturity date of the 2023 debentures), we may redeem the 2023 debentures, in whole or in part, at a
redemption price equal to 100% of the principal amount of the 2023 debentures to be redeemed, plus accrued
interest thereon to the date of redemption.

Prior to December 1, 2042 (six months prior to the maturity date of the 2043 debentures), we may redeem the
2043 debentures, in whole or in part, at any time and from time to time, at our option, at the applicable redemption
price set forth under the heading "Description of the Debentures Optional Redemption" in this Prospectus

Supplement, plus accrued interest thereon to the date of redemption. On or after December 1, 2042 (six months
prior to the maturity date of the 2043 debentures), we may redeem the 2043 debentures, in whole or in part, at a
redemption price equal to 100% of the principal amount of the 2043 debentures to be redeemed, plus accrued
interest thereon to the date of redemption.

We may also redeem either series of the debentures at our option, in whole but not in part, at any time on not less
than 30 nor more than 60 days' prior written notice, at 100% of the principal amount of such series, together with

accrued interest thereon to the redemption date, in the event certain changes affecting Canadian withholding taxes
occur. See "Description of the Debentures Tax Redemption" in this Prospectus Supplement.

Sinking Fund
None.

Certain Covenants
The Indenture (as defined herein) governing the debentures contains certain covenants that, among other
limitations, restrict our ability to amalgamate or consolidate with or merge into a third party or convey, transfer or
lease all or substantially all of our assets and the assets of our subsidiaries on a consolidated basis and limit our
ability to create certain liens.

These covenants are subject to important exceptions and qualifications, which are described under the heading

"Description of the Debentures" in this Prospectus Supplement and under "Description of Debt Securities 
Covenants" in the accompanying Prospectus.

Change of Control
We will be required to make an offer to purchase the debentures at a price equal to 101% of their principal
amount plus accrued and unpaid interest to the

S-5
7 of 75
5/29/2013 3:39 PM

SUPPL
http://www.sec.gov/Archives/edgar/data/943003/000119312513239023/...
Table of Contents
date of repurchase upon the occurrence of a Change of Control Triggering Event, as described under "Description

of the Debentures Change of Control" in this Prospectus Supplement.

Additional Amounts
Any payments made by us with respect to the debentures will be made without withholding or deduction for
Canadian taxes unless required to be withheld or deducted by law or by the interpretation or administration
thereof. If we are so required to withhold or deduct for Canadian taxes with respect to a payment to the holders of
debentures, we will pay the additional amount necessary so that the net amount received by the holders of the
debentures after such withholding or deduction is not less than the amount that such holders would have received
in the absence of the withholding or deduction. In this situation, we may be entitled to redeem the debentures at
our option at 100% of their principal amount, together with accrued interest thereon to the redemption date. See
"Optional Redemption" above in this summary and "Description of Debt Securities Additional Amounts" in
the accompanying Prospectus.

Use of Proceeds
The net proceeds to us from this offering of debentures will be approximately U.S.$987.1 million. We intend to
use a portion of the net proceeds from this offering to fund anticipated capital expenditures, pending which such
proceeds may be used to reduce outstanding indebtedness under our short-term credit facilities and for general
corporate purposes.

Form and Denomination
The 2023 debentures and the 2043 debentures will each be represented by one or more fully registered global
securities (the "Global Securities") registered in the name of a nominee of DTC. Beneficial interests in the
Global Securities will be in denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof.
See "Description of the Debentures The Depositary, Book-Entry and Settlement" in this Prospectus
Supplement. Except as described under "Description of the Debentures" in this Prospectus Supplement and
"Description of Debt Securities" in the accompanying Prospectus, debentures in definitive form will not be
issued.

Governing Law
The debentures will be, and the Indenture (as defined herein) is, governed by the laws of the State of New York.

Trustee
The Bank of New York Mellon.

Conflicts of Interest
We may use a portion of the net proceeds from this offering to temporarily reduce outstanding indebtedness under
our short-term credit facilities. Accordingly, as a consequence of their participation in the offering, the
underwriters affiliated with the banks will be entitled to share in the underwriting commission relating to the
offering of the debentures and the banks affiliated with each of Merrill Lynch, Pierce, Fenner & Smith
Incorporated, RBC Capital Markets, LLC, Scotia Capital (USA) Inc., BMO Capital Markets Corp., CIBC World
Markets Corp., AltaCorp Capital (U.S.A.) Inc., BNP Paribas Securities Corp., National Bank of Canada
Financial Inc., RBS Securities Inc., TD Securities (USA) LLC, ANZ Securities, Inc. and Mizuho Securities USA
Inc. may receive certain proceeds of the offering from us as repayment of outstanding indebtedness to such banks.
See "Use of Proceeds". As a result, one or more of the underwriters and/or their affiliates

S-6
8 of 75
5/29/2013 3:39 PM

SUPPL
http://www.sec.gov/Archives/edgar/data/943003/000119312513239023/...
Table of Contents
may receive more than 5% of the net proceeds from the offering in the form of the repayment of indebtedness.
Accordingly, the offering is being made pursuant to Rule 5121 of the Financial Industry Regulatory Authority

("FINRA"). The appointment of a qualified independent underwriter is not necessary in connection with the
offering because the conditions of Rule 5121(a)(1)(C) of FINRA are satisfied.

Risk Factors
Investment in the debentures involves risks. Before investing in the debentures, you should carefully consider the
information in the "Risk Factors" sections of this Prospectus Supplement and the accompanying Prospectus and
all other information included in this Prospectus Supplement and included or incorporated by reference in the
accompanying Prospectus before investing in the debentures.

S-7
9 of 75
5/29/2013 3:39 PM

SUPPL
http://www.sec.gov/Archives/edgar/data/943003/000119312513239023/...
Table of Contents
RISK FACTORS
An investment in the debentures involves certain risks. In addition to the other information contained in this Prospectus Supplement, the accompanying Prospectus
and in the documents incorporated by reference therein, you should consider carefully the risk factors set forth herein, as well as the risk factors referenced in the
accompanying Prospectus under the heading "Risk Factors" and in our management's discussion and analysis for the year ended December 31, 2012 (the
"Annual MD&A"), which is incorporated by reference in the accompanying Prospectus, under the headings "Key Business Metrics", "Enterprise Risk
Management Key Business Risks" and "Key Assumptions and Risks in Respect of Forward-Looking Statements" and in our Interim MD&A, which is
incorporated by reference in the accompanying Prospectus, under the heading "Business Risks". These risks are not the only risks we face. Additional risks not
presently known to us or that we incorrectly deem immaterial may also impair our business and impact your investment in the debentures.
Risk Factors Relating to the Debentures
There is no established trading market through which either series of the debentures may be sold and your ability to transfer the debentures of either series
may be limited.
There are no established trading markets for the debentures and purchasers may not be able to resell debentures purchased under this Prospectus Supplement and the
accompanying Prospectus. In addition, we do not intend to list either series of the debentures on any securities exchange. The underwriters may make a market in both
series of the debentures after completion of the offering, but will not be obligated to do so and may discontinue any market-making activities at any time without notice.
No assurance can be given as to the liquidity of the trading market for either series of the debentures or that an active trading market for either series of the debentures
will develop. If an active trading market for either series of the debentures does not develop, this may adversely affect the pricing of such series of the debentures in the
secondary market, the transparency and availability of trading prices, the liquidity of such series of the debentures and the extent of issuer regulation.
We may not be able to repurchase the debentures of either series upon a Change of Control Triggering Event for such series.
Upon the occurrence of a Change of Control Triggering Event for a series of debentures, subject to certain conditions, we will be required to offer to repurchase all
outstanding debentures of such series at 101% of their principal amount, plus accrued and unpaid interest. The source of funds for such a repurchase of debentures will
be our available cash or cash generated from our subsidiaries' operations or other potential sources, including borrowings, sales of assets or sales of equity. We cannot
assure you that sufficient funds from such sources will be available at the time of any Change of Control Triggering Event to make required repurchases of debentures
tendered. In addition, the terms of our Revolving Credit Facility provide that certain change of control events will constitute an event of default thereunder entitling the
lenders to accelerate any indebtedness outstanding under such facilities at that time and to terminate such facilities. Our future debt instruments may contain similar
restrictions and provisions. If the holders of the debentures of either series exercise their right to require us to repurchase all debentures of such series upon a Change of
Control Triggering Event, the financial effect of this repurchase could cause a default under future debt instruments, even if the Change of Control Triggering Event itself
would not cause a default. It is possible that we will not have sufficient funds at the time of the Change of Control Triggering Event to complete the required repurchase
of such debentures and repayment of our other debt.
We may issue additional debentures.
Under the terms of the Indenture that governs the debentures, we may from time to time without notice to, or the consent of, the holders of the Debt Securities (as defined
in the accompanying Prospectus) of a particular series, including the 2023 debentures and 2043 debentures, "reopen" such series and issue additional Debt Securities of

S-8
10 of 75
5/29/2013 3:39 PM