Bond CA Technologies 3.6% ( US12673PAF27 ) in USD

Issuer CA Technologies
Market price 100 %  ⇌ 
Country  United States
ISIN code  US12673PAF27 ( in USD )
Interest rate 3.6% per year ( payment 2 times a year)
Maturity 01/08/2020 - Bond has expired



Prospectus brochure of the bond CA Inc US12673PAF27 in USD 3.6%, expired


Minimal amount 2 000 USD
Total amount 400 000 000 USD
Cusip 12673PAF2
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description CA Technologies, now a part of Broadcom, was a major provider of enterprise software specializing in IT management, security, and automation solutions.

The Bond issued by CA Technologies ( United States ) , in USD, with the ISIN code US12673PAF27, pays a coupon of 3.6% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/08/2020







Final Prospectus Supplement
424B5 1 d17478d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

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

Offering Price

Fee

3.600% Senior Notes due 2020

$399,604,000

$46,433.99(1)

(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
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-196619

PROSPECTUS SUPPLEMENT
(To prospectus dated June 9, 2014)
CA, Inc.
$400,000,000
3.600% Senior Notes due 2020


We are offering $400 million aggregate principal amount of 3.600% Senior Notes due 2020 (the " notes"). We will pay interest on the notes
on February 1 and August 1 of each year, beginning February 1, 2016. The notes will mature on August 1, 2020. We may redeem 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 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-8
of this prospectus supplement.



Proceeds, before


Public offering price (1)

Underwriting discount

expenses, to us (1)
Per note


99.901%

0.600%

99.301%
Total

$
399,604,000
$
2,400,000
$
397,204,000

(1)
Plus accrued interest from August 4, 2015, 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
a criminal offense.
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Final Prospectus Supplement
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, société anonyme, on or
about August 4, 2015.


Joint Book-Running Managers

BofA Merrill Lynch


J.P. Morgan
Barclays
Citigroup
Morgan Stanley
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 Captial Markets
SMBC Nikko

Standard Chartered Bank

SunTrust Robinson Humphrey


The date of this prospectus supplement is July 30, 2015.
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-8
Forward-Looking Statements
S-13
Use of Proceeds
S-14
Capitalization
S-15
Description of Notes
S-16
Certain Material United States Federal Income Tax Consequences
S-23
Certain ERISA Considerations
S-27
Underwriting (Conflicts of Interest)
S-29
Legal Matters
S-34
Experts
S-34
Prospectus

About This Prospectus

1
Risk Factors

1
Our Company

1
Where You Can Find More Information

2
Use of Proceeds

2
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Final Prospectus Supplement
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 one of the world's leading providers of information technology (IT) management software and solutions. Our solutions help
organizations of all sizes plan, develop, manage, and secure applications and IT infrastructure that increase productivity and enhance
competitiveness in their businesses. We do this across a wide range of environments, such as mainframe, distributed, cloud and mobile.
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Final Prospectus Supplement
We have a broad and deep portfolio of software solutions with which to execute our business strategy. We organize our offerings in
Mainframe Solutions, Enterprise Solutions and Services operating segments. Our Mainframe Solutions and Enterprise Solutions segments
comprise our software business organized by the nature of our software offerings and the platform on which the products operate.

· Our Mainframe Solutions segment products help customers and partners transform mainframe management, gain more value from
existing technology and extend mainframe capabilities. They are designed mainly for the IBM System z mainframe platform,

which runs many of our largest customers' mission critical applications. We help customers seamlessly manage the mainframe as
part of their strategy to succeed in the Application Economy through unified management approaches, end-to-end visibility and
application portability.

· Our Enterprise Solutions segment products operate on mainly non-mainframe platforms and include our DevOps, which helps

customers unite application development and IT operations, Management Cloud, where we help customers optimize IT
investments, and Security, which consists of identity and access management.

· Our Services segment comprises product implementation, consulting, customer education and customer training. These services

primarily include those directly related to our mainframe solutions and enterprise solutions.
Corporate Information
Our principal executive offices are located at 520 Madison Avenue, New York, New York 10022, and our main telephone number is
(800) 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-2
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
$400,000,000 aggregate principal amount of 3.600% Senior Notes due 2020 (the
"notes").

Maturity
The notes will mature on August 1, 2020.

Interest Payment Dates
February 1 and August 1 of each year, beginning on February 1, 2016.

Optional Redemption
At any time or from time to time, we may redeem some or all of the notes at a price
equal to 100% of the principal amount of the 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 1, 2020, we may redeem some or all of the notes at a price
equal to 100% of the principal amount of the 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 or a portion of your notes at a purchase price in
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Final Prospectus Supplement
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;

· 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.


S-3
Table of Contents
As of June 30, 2015, we had approximately $1.258 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 "Use of
Proceeds" and "Capitalization" in this prospectus supplement, as of June 30, 2015:

· we would have had approximately $1.658 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 had 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 a new issue of securities and there is currently no established trading
market 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 market for the notes. The underwriters have
advised us that they currently intend to make a market in the notes. However, they are
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Final Prospectus Supplement
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 an active trading market,
and we cannot assure you that an active trading market will develop for the notes" in
this prospectus supplement.

Use of Proceeds
We intend to use the net proceeds of this offering of approximately $396 million for
general corporate purposes, which may include the repayment of borrowings under our
credit facility that were used to fund a portion of the acquisition of Rally Software
Development Corp., which was completed on July 8, 2015. See "Use of Proceeds" in
this prospectus supplement.


S-4
Table of Contents
Conflicts of Interest
We intend to use more than 5% of the net proceeds of this offering to repay
indebtedness owed by us to affiliates of the underwriters who are lenders under our
credit facility. See "Use of Proceeds." Because of the manner in which the proceeds will
be used, the offering will be conducted in accordance with FINRA Rule 5121. In
accordance with that rule, no "qualified independent underwriter" is required, because
the notes to be offered will be rated investment grade. For more information, see
"Underwriting (Conflicts of Interest)--Conflicts of Interest."

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 having identical terms and conditions as
the 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 notes offered hereby and will vote
on all matters with the holders of the notes; provided that if such additional notes are not
fungible with the 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 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-8 of this prospectus supplement.


S-5
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Final Prospectus Supplement
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, 2015 and for each of the years in the three-year period ended March 31,
2015 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, 2015, which we refer to in this prospectus supplement as our 2015 10-K Report, and is incorporated by reference
in the accompanying prospectus. We have derived the summary historical consolidated financial data as of June 30, 2015 and for the three-
month periods ended June 30, 2015 and June 30, 2014 from our unaudited consolidated financial statements (including the related notes),
which, in the opinion of management, include all adjustments necessary for a fair presentation of our financial position as of such dates and
our results of operations for such periods. Three-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
prospectus.

Three months
ended


Fiscal year ended March 31,

June 30,

($ in millions)

2015
2014
2013
2015
2014
Statement of Operations Data



Subscription and maintenance revenue

$3,560
$3,683
$3,764
$ 836
$ 909
Professional services


351

379

382

79

87
Software fees and other


351

350

358

62

73




















Total revenue

4,262
4,412
4,504

977
1,069
Total expenses before interest and income taxes

3,100
3,342
3,200

673

756




















Income from continuing operations before interest and income taxes

1,162
1,070
1,304

304

313
Interest expense, net


47

54

44

9

14




















Income from continuing operations before income taxes

1,115
1,016
1,260

295

299
Income tax expense


305

129

339

88

87
Income from discontinued operations, net of income taxes


36

27

34

5

5




















Net income

$ 846
$ 914
$ 955
$ 212
$ 217
Statement of Cash Flow and Other Data



Net cash provided by operating activities--continuing operations

$1,030
$ 973
$1,359
$ 188
$ 166
Ratio of earnings to fixed charges (1)

9.92
9.26
12.15
13.83
11.31

(in millions)

At March 31, 2015
At June 30, 2015
Balance Sheet Data


Cash and cash equivalents

$
2,804
$
2,816
Current assets


3,987

3,745
Total assets


10,979

10,707
Current liabilities


2,938

2,686
Long-term debt, net of current portion


1,253

1,250
Total stockholders' equity


5,625

5,733


S-6
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Final Prospectus Supplement

(1)
Our ratio of earnings to fixed charges was 12.23 and 10.41, respectively, for the fiscal years ended March 31, 2012 and 2011. 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-7
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
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 2015 10-K Report and
our Quarterly Report on Form 10-Q for the period ended June 30, 2015, 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 II, Item 1A, "Risk Factors" of our Quarterly Report on Form 10-Q for the
period ended June 30, 2015, 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 June 30, 2015, we had approximately $1.258 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 "Use of Proceeds" and "Capitalization" in this
prospectus supplement, as of June 30, 2015, we would have had approximately $1.658 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 2015 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.

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Final Prospectus Supplement
S-8
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 June 30, 2015, we had approximately $1.258 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 "Use of Proceeds" and "Capitalization" in this
prospectus supplement, as of June 30, 2015, we would have had approximately $1.658 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 2015 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
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 that will
govern 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 facility lenders). At June 30, 2015, 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 June 30, 2015, we would not have had any secured indebtedness to which the notes would have been effectively
subordinated. Because the notes will be

S-9
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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.
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Final Prospectus Supplement
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 June 30, 2015, 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, the indentures governing our existing senior indebtedness and the indenture that will govern the notes contain various
covenants that limit our ability and the ability of our subsidiaries to, among other things:


· incur liens;


· engage in sale/leaseback transactions;


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


· make accounting changes, except as required or permitted under GAAP;


· make a material change to the nature of our business; and


· engage in speculative transactions.
In addition, under our revolving credit facility, we are subject to interest coverage and leverage ratio covenants.
As a result of these covenants, we will be limited in the manner in which we can conduct our business, and we may be unable to engage in
favorable business activities or finance future operations or capital needs. Accordingly, these restrictions may limit our ability to successfully
operate our business. A failure to comply with these restrictions could lead to an event of default, which could result in an acceleration of the
indebtedness. Our future operating results may not be sufficient to enable compliance with these covenants to remedy any such default. In addition,
in the event of an acceleration, we may not have or be able to obtain sufficient funds to make any accelerated payments, including those under the
notes.
If we default on our obligations to pay our indebtedness, we may not be able to make payments on the notes.
Any default under the agreements governing our indebtedness, including a default under our revolving credit facility that is not waived by the
required lenders, and the remedies sought by the holders of such indebtedness, could make us unable to pay the principal of or premium, if any, or
interest on the notes and accordingly substantially decrease the market value of the notes. If we are unable to generate sufficient cash flow and are
otherwise unable to obtain funds necessary to meet required payments of principal, premium (if any) and interest on our indebtedness, or if we
otherwise fail to comply with the various covenants, including financial and operating covenants and restrictive covenants that require us to
maintain specified financial ratios, in the

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instruments governing our indebtedness (including covenants in our indentures and our revolving credit facility), we could be in default under the
terms of the agreements governing such indebtedness, including our revolving credit facility and our indentures. In the event of such default, the
holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid
interest, the lenders under our revolving credit facility could elect to terminate their commitments thereunder and cease making further loans and
we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to obtain waivers from the
required lenders under our revolving credit facility to avoid being in default. If we breach our covenants under our revolving credit facility and
seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under our revolving credit
facility, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation. See "Description of
Notes" in this prospectus supplement and "Description of Senior Debt Securities" in the accompanying prospectus.
We may not be able to repurchase the notes upon a Change of Control Repurchase Event.
http://www.sec.gov/Archives/edgar/data/356028/000119312515272883/d17478d424b5.htm[7/31/2015 3:56:42 PM]


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