Bond Continential Resources 4.9% ( US212015AQ46 ) in USD

Continential Resources

72.23 % ▼

United States

US212015AQ46 ( in USD )

4.9% per year ( payment 2 times a year)

31/05/2044

Prospectus brochure of the bond Continental Resources US212015AQ46 en USD 4.9%, maturity 31/05/2044

2 000 USD

700 000 000 USD

212015AQ4

BB+ ( Non-investment grade speculative )

Ba1 ( Non-investment grade speculative )

01/12/2025 ( In 151 days )

Continental Resources, Inc. is an independent energy company primarily engaged in the exploration, development, and production of oil and natural gas, with a significant focus on the Bakken and Three Forks formations in North Dakota.

The Bond issued by Continential Resources ( United States ) , in USD, with the ISIN code US212015AQ46, pays a coupon of 4.9% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/05/2044

The Bond issued by Continential Resources ( United States ) , in USD, with the ISIN code US212015AQ46, was rated Ba1 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by Continential Resources ( United States ) , in USD, with the ISIN code US212015AQ46, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

Final Prospectus
424B3 1 d731079d424b3.htm FINAL PROSPECTUS
Table of Contents

Filed Pursuant to Rule 424(b)(3)
SEC File No.: 333-196944
PROSPECTUS

Offer to Exchange
Up To $1,000,000,000 of
3.800% Senior Notes due 2024 (CUSIP Nos. 212015 AM3 and U21180 AD3)
That Have Not Been Registered Under
The Securities Act of 1933
For
Up To $1,000,000,000 of
3.800% Senior Notes due 2024 (CUSIP No. 212015 AN1)
That Have Been Registered Under
The Securities Act of 1933
and
Up To $700,000,000 of
4.900% Senior Notes due 2044 (CUSIP Nos. 212015 AP6 and U21180 AE1)
That Have Not Been Registered Under
The Securities Act of 1933
For
Up To $700,000,000 of
4.900% Senior Notes due 2044 (CUSIP No. 212015 AQ4)
That Have Been Registered Under
The Securities Act of 1933

Terms of the New 3.800% Senior Notes due 2024 Offered in the Exchange Offer:

· The terms of the new notes due 2024 (CUSIP No. 212015 AN1 (the "New 2024 Notes")) are identical to the terms of the old notes due
2024 that were issued on May 19, 2014 (CUSIP Nos. 212015 AM3 and U21180 AD3 (the "Old 2024 Notes")), except that the New 2024

Notes will be registered under the Securities Act of 1933 and will not contain restrictions on transfer, registration rights or provisions for
additional interest. The New 2024 Notes and the Old 2024 Notes are collectively referred to as the "2024 Notes."
Terms of the New 4.900% Senior Notes due 2044 Offered in the Exchange Offer

· The terms of the new notes due 2044 (CUSIP No. 212015 AQ4 (the "New 2044 Notes" and, together with the New 2024 Notes, the
"New Notes")) are identical to the terms of the old notes due 2044 that were issued on May 19, 2014 (CUSIP Nos. 212015 AP6 and

U21180 AE1 (the "Old 2044 Notes" and, together with the Old 2024 Notes, the "Old Notes")), except that the New 2044 Notes will be
registered under the Securities Act of 1933 and will not contain restrictions on transfer, registration rights or provisions for additional
interest. The New 2044 Notes and the Old 2044 Notes are collectively referred to as the "2044 Notes."
Terms of the Exchange Offer:

· We are offering to exchange up to $1,000,000,000 of our Old 2024 Notes for New 2024 Notes with materially identical terms that have

been registered under the Securities Act of 1933 and are freely tradable.

· We are offering to exchange up to $700,000,000 of our Old 2044 Notes for New 2044 Notes with materially identical terms that have

been registered under the Securities Act of 1933 and are freely tradable.

· We will exchange all Old Notes that you validly tender and do not validly withdraw before the exchange offer expires for an equal

principal amount of New 2024 Notes or New 2044 Notes, as applicable.

· The exchange offer expires at 5:00 p.m., New York City time, on September 5, 2014, unless extended.

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Final Prospectus

· Tenders of Old Notes may be withdrawn at any time prior to the expiration of the exchange offer.

· The exchange of New Notes for Old Notes will not be a taxable event for U.S. federal income tax purposes.

· Broker-dealers who receive New Notes pursuant to the exchange offer acknowledge that they will deliver a prospectus in connection

with any resale of such New Notes.

· Broker-dealers who acquired the Old Notes as a result of market-making or other trading activities may use the prospectus for the

exchange offer, as supplemented or amended, in connection with resales of the New Notes.

You should carefully consider the risk factors beginning on page 8 of this prospectus before participating in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is August 1, 2014
Table of Contents
This prospectus is part of a registration statement we filed with the Securities and Exchange Commission. In making your investment
decision, you should rely only on the information contained or incorporated by reference in this prospectus and in the accompanying letter
of transmittal. We have not authorized anyone to provide you with any other information. We are not making an offer to sell these
securities or soliciting an offer to buy these securities in any jurisdiction where an offer or solicitation is not authorized or in which the
person making that offer or solicitation is not qualified to do so or to anyone whom it is unlawful to make an offer or solicitation. You
should not assume that the information contained in this prospectus, as well as the information we previously filed with the Securities and
Exchange Commission that is incorporated by reference herein, is accurate as of any date other than its respective date.
TABLE OF CONTENTS

Page
Cautionary Statement Regarding Forward-Looking Statements

i
Prospectus Summary

1
Risk Factors

8
Exchange Offer
12
Ratio of Earnings to Fixed Charges
19
Use of Proceeds
20
Description of Notes
21
Book-Entry; Delivery and Form
48
Plan of Distribution
51
Material United States Federal Tax Consequences
52
Legal Matters
52
Experts
52
Where You Can Find More Information; Incorporation By Reference
52
Annex A: Letter of Transmittal
A-1

In this prospectus, "we," "us," "our," the "Company," and "Continental" refer to Continental Resources, Inc. and its consolidated
subsidiaries, unless otherwise indicated or the context otherwise requires.

This prospectus incorporates important business and financial information about us that is not included or delivered with this
prospectus. Such information is available without charge to holders of Old Notes upon written or oral request made to Continental
Resources, Inc., 20 N. Broadway, Oklahoma City, Oklahoma 73102, Attention: Chief Financial Officer (Telephone (405) 234-9000). To
obtain timely delivery of any requested information, holders of Old Notes must make any request no later than five business days prior to
the expiration of the exchange offer.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The information in this prospectus, including information in documents incorporated by reference, may constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). All statements, other than statements of historical fact included or incorporated by reference in this prospectus, including,
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Final Prospectus
but not limited to, statements or information concerning our future operations, performance, financial condition, production and reserves,
schedules, plans, timing of development, returns, budgets, costs, business strategy, objectives and cash flow are forward-looking statements. When
used in this prospectus, the words "could," "may," "believe," "anticipate," "intend," "estimate," "expect," "project," "budget," "plan," "continue,"
"potential," "guidance," "strategy" and similar expressions are intended to identify forward-looking statements, although not all forward-looking
statements contain such identifying words. Forward-looking statements are based on our current expectations and assumptions

i
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about future events and are based on currently available information as to the outcome and timing of future events. Although we believe the
expectations reflected in the forward-looking statements are reasonable and based on reasonable assumptions, no assurance can be given that such
expectations will be correct or achieved or that the assumptions are accurate. When considering forward-looking statements, you should keep in
mind the risk factors and other cautionary statements described under the heading "Risk Factors" included in this prospectus, the risk factors and
other cautionary statements described under the heading "Risk Factors" included in our Annual Report on Form 10-K for the year ended
December 31, 2013, which is incorporated by reference in this prospectus, and, to the extent applicable, in any subsequently filed reports.
Without limiting the generality of the foregoing, certain statements incorporated by reference or included in this prospectus constitute
forward-looking statements.
Forward-looking statements may include statements about:

· our business strategy;

· our future operations;

· our crude oil and natural gas reserves;

· our technology;

· our financial strategy;

· crude oil, natural gas liquids and natural gas prices and differentials;

· the timing and amount of future production of crude oil and natural gas and flaring activities;

· the amount, nature and timing of capital expenditures;

· estimated revenues, expenses and results of operations;

· drilling and completing of wells;

· competition;

· marketing of crude oil and natural gas;

· transportation of crude oil, natural gas liquids and natural gas to markets;

· exploitation or property acquisitions or dispositions;

· costs of exploiting and developing our properties and conducting other operations;

· our financial position;

· general economic conditions;

· credit markets;

· our liquidity and access to capital;

· the impact of governmental policies, laws and regulations, as well as regulatory and legal proceedings involving us and of scheduled or

potential regulatory or legal changes;

· our future operating results;

· plans, objectives, expectations and intentions contained in this prospectus or in the documents incorporated by reference in this

prospectus that are not historical, including, without limitation, statements regarding our future growth plans;

· our commodity or other hedging arrangements; and

· the ability and willingness of current or potential lenders, hedging contract counterparties, customers, and working interest owners to

fulfill their obligations to us or to enter into transactions with us in the future on terms that are acceptable to us.

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Final Prospectus
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Table of Contents
We caution you these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and
many of which are beyond our control, incident to the exploration for, and development, production, and sale of crude oil and natural gas. These
risks include, but are not limited to, commodity price volatility, inflation, lack of availability of drilling, completion and production equipment and
services and transportation infrastructure, environmental risks, drilling and other operating risks, lack of availability and security of computer-
based systems, regulatory changes, the uncertainty inherent in estimating crude oil and natural gas reserves and in projecting future rates of
production, cash flows and access to capital, the timing of development expenditures, and the other risks described under "Risk Factors" in this
prospectus and in our Annual Report on Form 10-K for the year ended December 31, 2013 (which is incorporated by reference in this prospectus)
and, to the extent applicable, in any subsequently filed reports.
Reserve engineering is a process of estimating underground accumulations of crude oil and natural gas that cannot be measured in an exact
way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data, and price and cost assumptions
made by reservoir engineers. In addition, the results of drilling, testing, and production activities may justify revisions of estimates that were made
previously. If significant, such revisions could change the schedule of any further production and development drilling. Accordingly, reserve
estimates may differ significantly from the quantities of crude oil and natural gas that are ultimately recovered.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Should one or more
of the risks or uncertainties described or incorporated by reference in this prospectus occur, or should underlying assumptions prove incorrect, our
actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements, expressed
or implied, included in this prospectus, or in the documents incorporated by reference in this prospectus, are expressly qualified in their entirety by
this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking
statements that we or persons acting on our behalf may issue.
Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly
qualified by the statements in this section, to reflect events or circumstances after the date of this prospectus. See also "Where You Can Find More
Information; Incorporation by Reference."

iii
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PROSPECTUS SUMMARY
This summary highlights some of the information contained in this prospectus and does not contain all of the information that may be
important to you. You should read this entire prospectus and the documents incorporated by reference and to which we refer you before
making an investment decision. You should carefully consider the information set forth under "Risk Factors" beginning on page 8 of this
prospectus, the other cautionary statements described in this prospectus, and the risk factors and other cautionary statements, including those
described under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2013, which are
incorporated by reference in this prospectus, and, to the extent applicable, any subsequently filed reports. In addition, certain statements
include forward-looking information that involves risks and uncertainties. See "Cautionary Statement Regarding Forward-Looking
Statements."
In this prospectus we refer to both series of notes to be issued in the exchange offer as the "New Notes" and both series of notes issued
on May 19, 2014 as the "Old Notes." We refer to the New Notes and the Old Notes collectively as the "Notes."
Continental Resources, Inc.
We are an independent crude oil and natural gas exploration, development and production company with properties in the North, South
and East regions of the United States. For additional information about our business, operations and financial results, see the documents listed
under "Where You Can Find More Information; Incorporation By Reference."
Our principal executive offices are located at 20 N. Broadway, Oklahoma City, Oklahoma 73102, and our telephone number at that
address is (405) 234-9000.
Risk Factors
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Final Prospectus
You should carefully consider all the information contained in this prospectus, including information in documents incorporated by
reference, prior to participating in the exchange offer. In particular, we urge you to carefully consider the factors set forth under "Risk
Factors" beginning on page 8 of this prospectus and those risk factors described in our Annual Report on Form 10-K for the year ended
December 31, 2013, which are incorporated by reference in this prospectus, and, to the extent applicable, any subsequently filed reports.
Recent Developments
On July 11, 2014, we redeemed all $300 million aggregate principal amount of our 8 1/4% Senior Notes due 2019.

1
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The Exchange Offer
On May 19, 2014, we completed a private offering of the Old Notes. We entered into a registration rights agreement with the initial
purchasers in the private offering in which we agreed to deliver to you this prospectus and to use commercially reasonable efforts to complete
the exchange offer within 400 days after the date we issued the Old Notes.

Exchange Offer
We are offering to exchange Old 2024 Notes for New 2024 Notes and Old 2044 Notes
for New 2044 Notes.

Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on September 5,
2014, unless we decide to extend it.

Condition to the Exchange Offer
The registration rights agreement does not require us to accept Old Notes for exchange
if the exchange offer, or the making of any exchange by a holder of the Old Notes,
would violate any applicable law or interpretation of the staff of the Securities and
Exchange Commission. The exchange offer is not conditioned on a minimum aggregate
principal amount of Old Notes being tendered.

Procedures for Tendering Old Notes
To participate in the exchange offer, you must follow the procedures established by The
Depository Trust Company, which we call "DTC," for tendering Old Notes held in
book-entry form. These procedures, which we call "ATOP," ("Automated Tender Offer
Program") require that (i) the exchange agent receive, prior to the expiration date of the
exchange offer, a computer generated message known as an "agent's message" that is
transmitted through DTC's automated tender offer program, and (ii) DTC has received:

· your instructions to exchange your Old Notes, and

· your agreement to be bound by the terms of the letter of transmittal.

For more information on tendering your Old Notes, please refer to the sections in this
prospectus entitled "Exchange Offer--Terms of the Exchange Offer," "Exchange Offer

--Procedures for Tendering," "Description of Notes" and "Book-Entry; Delivery and
Form."

Guaranteed Delivery Procedures
None.

Withdrawal of Tenders
You may withdraw your tender of Old Notes at any time prior to the expiration date. To
withdraw, you must submit a notice of withdrawal to the exchange agent using ATOP
procedures before 5:00 p.m., New York City time, on the expiration date of the
exchange offer. Please refer to the section in this prospectus entitled "Exchange Offer--
Withdrawal of Tenders."

Acceptance of Old Notes and Delivery of New Notes If you fulfill all conditions required for proper acceptance of Old Notes, we will accept
any and all Old Notes that you properly tender in the exchange offer on or before 5:00
p.m. New York City time on the expiration date. We will return any Old Notes that we
do not accept for exchange to you without expense promptly after the expiration date.
Please refer to the section in this prospectus entitled "Exchange Offer--Terms of the
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Final Prospectus
Exchange Offer."

2
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Fees and Expenses
We will bear expenses related to the exchange offer. Please refer to the section in this
prospectus entitled "Exchange Offer--Fees and Expenses."

Use of Proceeds
The issuance of the New Notes will not provide us with any new proceeds. We are
making this exchange offer solely to satisfy our obligations under our registration rights
agreement.

Consequences of Failure to Exchange Old Notes
If you do not exchange your Old Notes in this exchange offer, you will no longer be
able to require us to register the Old Notes under the Securities Act of 1933 except in
limited circumstances provided under the registration rights agreement. In addition, you
will not be able to resell, offer to resell or otherwise transfer the Old Notes unless we
have registered the Old Notes under the Securities Act of 1933, or unless you resell,
offer to resell or otherwise transfer them under an exemption from the registration
requirements of, or in a transaction not subject to, the Securities Act of 1933.

In addition, after the consummation of the exchange offer, it is anticipated that the
outstanding principal amount of the Old Notes available for trading will be significantly

reduced. The reduced float may adversely affect the liquidity and market price of the
Old Notes. A smaller outstanding principal amount of Old Notes available for trading
may also make the price of the Old Notes more volatile.

U.S. Federal Income Tax Consequences
The exchange of New Notes for Old Notes in the exchange offer will not be a taxable
event for U.S. federal income tax purposes. Please refer to the section in this prospectus
entitled "Material United States Federal Tax Consequences."

Exchange Agent
We have appointed Wilmington Trust, National Association as exchange agent for the
exchange offer. You should direct questions and requests for assistance, requests for
additional copies of this prospectus or the letter of transmittal to the exchange agent
addressed as follows: Wilmington Trust, National Association, c/o Wilmington Trust
Company, Corporate Capital Markets, Rodney Square North, 1100 N. Market Street,
Wilmington, DE 19890-1615. Eligible institutions may make requests by facsimile at
(302) 636-4139, Attention: Workflow Management, 5th Floor and may confirm
facsimile delivery by email to [email protected], Attention: Workflow
Management.

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Terms of the New Notes
The New Notes will be identical to the Old Notes except that the New Notes will be registered under the Securities Act of 1933 and will
not have restrictions on transfer, registration rights or provisions for additional interest. The New Notes will evidence the same debt as the Old
Notes, and the same indenture dated May 19, 2014 (the "Indenture") among the Company, Banner Pipeline Company, L.L.C., CLR Asset
Holdings, LLC and Wilmington Trust, National Association (a national banking association), as trustee (the "Trustee"), that governs our Old
Notes will govern the New Notes.
The following summary contains basic information about the New Notes and is not intended to be complete. It does not contain all
information that may be important to you. For a more complete understanding of the New Notes, please refer to the section entitled
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Final Prospectus
"Description of Notes" in this prospectus.

Issuer
Continental Resources, Inc.

Securities Offered
$1,000,000,000 aggregate principal amount of 3.800% Senior Notes due 2024 (the
"New 2024 Notes"); and $700,000,000 aggregate principal amount of 4.900% Senior
Notes due 2044 (the "New 2044 Notes" and, together with the New 2024 Notes, the
"New Notes").

Maturity
The New 2024 Notes will mature on June 1, 2024.
The New 2044 Notes will mature on June 1, 2044.

Interest Payment Dates
Interest on the New Notes will be paid semi-annually in arrears on June 1 and December
1 of each year commencing on December 1, 2014.

Guarantees
The payment of the principal, premium, if any, and interest on the New Notes will be
fully and unconditionally guaranteed on a senior unsecured basis by Banner Pipeline
Company, L.L.C. and CLR Asset Holdings, LLC, which have no material assets or
operations, and by certain of our future restricted subsidiaries. Any guarantees of the
New Notes will be unsecured senior indebtedness of our subsidiary guarantors and will
have the same ranking with respect to the indebtedness of our subsidiary guarantors as
the New Notes will have with respect to our indebtedness. Our other subsidiaries, the
value of whose assets and operations are minor, do not guarantee the senior notes or any
of our other indebtedness. See "Description of Notes--Guarantees."

The guarantee of each subsidiary guarantor will be a senior unsecured obligation of such
subsidiary guarantor and will rank equally in right of payment to all of such subsidiary
guarantor's senior indebtedness. The guarantee of each subsidiary guarantor will rank

senior in right of payment to all of such subsidiary guarantor's future subordinated
indebtedness. The guarantee of each subsidiary guarantor will be effectively
subordinated to such subsidiary guarantor's secured debt and other secured obligations
to the extent of the value of the assets securing such debt and other obligations.

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At March 31, 2014, the total assets and total liabilities of our non-guarantor subsidiaries
were approximately $35.8 million and $41.4 million, respectively, and for the three

months ended March 31, 2014, our non-guarantor subsidiaries generated insubstantial
amounts of revenues and pre-tax loss.

Ranking
The New Notes will be our senior unsecured obligations and will rank equally in right
of payment to all of our senior indebtedness that is not specifically subordinated to the
New Notes, and will be effectively subordinated to all our secured indebtedness and all
existing and future indebtedness of our subsidiaries (including under our existing
revolving credit facility and any other credit facility or commercial paper facility that we
may enter into from time to time in the future), to the extent of the value of the assets
securing amounts outstanding under such facilities. The New Notes also will be
structurally subordinated to the rights of creditors and preferred security holders of our
subsidiaries that do not guarantee the New Notes. See "Description of Notes--
Ranking."

After giving effect to the application of the net proceeds of the offering of the Old Notes,

as of March 31, 2014:

· we and our guarantors, Banner Pipeline Company, L.L.C. and CLR Asset Holdings,

LLC, would have had an aggregate of $5.8 billion of senior indebtedness outstanding
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Final Prospectus
and no secured debt outstanding; and

· our subsidiaries that will not guarantee the Notes would have had approximately

$18.0 million of indebtedness.

Optional Redemption
At any time prior to March 1, 2024, we may redeem the New 2024 Notes, in whole or in
part, pursuant to a make-whole call, plus accrued and unpaid interest, if any, to, but
excluding, the redemption date. At any time on or after March 1, 2024, we may redeem
the New 2024 Notes, in whole or in part, at a redemption price equal to 100% of the
principal amount of the New 2024 Notes being redeemed, plus accrued and unpaid
interest, if any, to, but excluding, the redemption date.

At any time prior to December 1, 2043, we may redeem the New 2044 Notes, in whole
or in part, pursuant to a make-whole call, plus accrued and unpaid interest, if any, to,
but excluding, the redemption date. At any time on or after December 1, 2043, we may
redeem the New 2044 Notes, in whole or in part, at a redemption price equal to 100% of
the principal amount of the New 2044 Notes being redeemed, plus accrued and unpaid
interest, if any, to, but excluding, the redemption date.

See "Description of Notes--Optional Redemption."

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Restrictive Covenants
The Indenture governing the Notes contains covenants that limit our ability and certain
of our subsidiaries' ability to:

· create liens securing certain indebtedness;

· enter into certain sale-leaseback transactions; and

· consolidate, merge or transfer assets.

The covenants are subject to a number of important exceptions and qualifications,

including an exception relating to liens securing certain credit facilities, which are
described under "Description of Notes--Certain Covenants."

Mandatory Offers to Purchase
Upon the occurrence of a change of control triggering event, holders of the Notes will
have the right to require us to purchase all or a portion of the Notes at a price equal to
101% of the principal amount, together with any accrued and unpaid interest to the date
of purchase. In connection with certain sale/leaseback transactions, we will be required
to use the Excess Proceeds, as defined in "Description of Notes--Certain Covenants--
Limitation on Sale/Leaseback Transactions," of the sale/leaseback transaction to make
an offer to purchase the Notes at 100% of the principal amount, together with any
accrued and unpaid interest to the date of purchase. See "Description of Notes--Change
of Control" and "Description of Notes--Certain Covenants--Limitation on
Sale/Leaseback Transactions."

Limited Public Market for the New Notes
The New Notes generally will be freely transferable, but will also be securities for
which the public market may be limited. There can be no assurance as to the
development, persistence or liquidity of any market for the New Notes. We do not
intend to apply for a listing of the New Notes on any securities exchange or any
automated dealer quotation system.

Risk Factors
The New Notes involve risks. See "Risk Factors" beginning on page 8 for a discussion
of certain factors you should consider in evaluating an investment in the New Notes.

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Table of Contents
Ratio of Earnings to Fixed Charges
The following table sets forth our ratio of earnings to fixed charges for the periods presented:

Three Months Ended

March 31,

Year Ended December 31,

Pro forma
Historical
Pro forma

Historical

2014

2014

2013

2013

2012

2011

2010

2009
Ratio of earnings to fixed charges

5.8x(1)
6.7x
4.9x(1) 6.2x 9.2x 10.0x 5.9x 5.7x

(1)
Because the net proceeds of the offering of the Old Notes were used to repay indebtedness and because of an increase in interest related
to the Old Notes compared to interest on revolving credit facility borrowings repaid, our ratio of earnings to fixed charges changed by
10% or more. After giving effect to the application of the net proceeds of the offering of the Old Notes, our pro forma ratio of earnings to
fixed charges for the year ended December 31, 2013 and the three months ended March 31, 2014 would have been 4.9x and 5.8x,
respectively.
For purposes of computing the ratio of earnings to fixed charges, "earnings" consists of pretax income from continuing operations plus
fixed charges (excluding capitalized interest). "Fixed charges" represents interest incurred (whether expensed or capitalized), amortization of
debt expense and that portion of rental expense on operating leases deemed to be the equivalent of interest.
We did not have any preferred stock outstanding and there were no preferred stock dividends paid or accrued during the periods
presented above.

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RISK FACTORS
You should carefully consider the information included or incorporated by reference in this prospectus, including the matters addressed
under "Cautionary Statement Regarding Forward-Looking Statements," and the risks described below. In addition, you should read the risk
factors in our Annual Report on Form 10-K for the year ended December 31, 2013, which are incorporated by reference in this prospectus and, to
the extent applicable, any subsequently filed reports.
We are subject to certain risks and hazards due to the nature of the business activities we conduct. The risks discussed below, any of which
could materially and adversely affect our business, financial condition, cash flows and results of operations, are not the only risks we face. We may
experience additional risks and uncertainties not currently known to us; or, as a result of developments occurring in the future, conditions that we
currently deem to be immaterial may also materially and adversely affect our business, financial condition, cash flows, and results of operations.
Risks Relating to Investment in the Notes
If you do not properly tender your Old Notes, you will continue to hold unregistered Old Notes and your ability to transfer Old Notes will
remain restricted and may be adversely affected.
We will only issue New Notes in exchange for Old Notes that you timely and properly tender. Therefore, you should allow sufficient time to
ensure timely delivery of the Old Notes and you should carefully follow the instructions on how to tender your Old Notes. Neither we nor the
exchange agent is required to tell you of any defects or irregularities with respect to your tender of Old Notes.
If you do not exchange your Old Notes for New Notes pursuant to the exchange offer, the Old Notes you hold will continue to be subject to
the existing transfer restrictions. In general, you may not offer or sell the Old Notes except under an exemption from, or in a transaction not subject
to, the Securities Act of 1933 and applicable state securities laws. We do not plan to further register Old Notes under the Securities Act of 1933
unless our registration rights agreement with the initial purchasers of the Old Notes requires us to do so. Further, if you continue to hold any Old
Notes after the exchange offer is consummated, you may have trouble selling them because there will be fewer of the Old Notes outstanding.
We may not be able to generate sufficient cash to service all of our indebtedness, including the Notes, and may be forced to take other actions
to satisfy our obligations under our indebtedness, which may not be successful.
Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating
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Final Prospectus
performance, which are subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our
control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if
any, and interest on our indebtedness, including the Notes.
If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments
and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness, including the Notes. Our ability to
restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of
our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business
operations. The terms of existing or future debt instruments and the Indenture governing the Notes may restrict us from adopting some of these
alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely
result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. In the absence of such 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.

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Table of Contents
If we are unable to comply with the restrictions and covenants in the agreements governing our Notes and other debt, there could be a default
under the terms of these agreements, which could result in an acceleration of payment of funds we have borrowed and would impact our ability
to make principal and interest payments on the Notes.
If we are unable to comply with the restrictions and covenants in the agreements governing our Notes or in current or future debt financing
agreements, there could be a default under the terms of these agreements. Our ability to comply with these restrictions and covenants, including
meeting financial ratios and tests, may be affected by events beyond our control. As a result, we cannot assure you that we will be able to comply
with these restrictions and covenants or meet these tests. Any default under the agreements governing our indebtedness, including a default under
our revolving credit facility or under the indentures governing our 7 3/8% Senior Notes due 2020, 7 1/8% Senior Notes due 2021, 5% Senior Notes
due 2022, 4 1/2% Senior Notes due 2023 and the Indenture governing the Notes, that is not waived by the required lenders or holders, as the case
may be, and the remedies sought by the holders of such indebtedness, could prevent us from paying principal, premium, if any, and interest on the
Notes and 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 in the instruments governing our indebtedness (including covenants in our
revolving credit facility and the Indenture governing the Notes), we could be in default under the terms of the agreements governing such
indebtedness, including our revolving credit facility and the Indenture governing the Notes. 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, cease making further loans and

institute foreclosure proceedings against our assets; 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.
Your ability to transfer the Notes may be limited by the absence of an active trading market, and there is no assurance that any active trading
market for the Notes will develop or persist.
The Old Notes have not been registered under the Securities Act of 1933, and may not be resold by holders thereof unless the Old Notes are
subsequently registered or an exemption from the registration requirements of the Securities Act of 1933 is available. However, we cannot assure
you that, even following registration or exchange of the Old Notes for New Notes, that an active trading market for the Old Notes or the New
Notes will exist (or persist, if developed), and we will have no obligation to create such a market. At the time of the private placement of the Old
Notes, the initial purchasers advised us that they intended to make a market in the Old Notes and, if issued, the New Notes. The initial purchasers
are not obligated, however, to make a market in the Old Notes or the New Notes and any market making may be discontinued at any time at their
sole discretion. No assurance can be given as to the liquidity of or trading market for the Old Notes or the New Notes.
The liquidity of any trading market for the Notes and the market price quoted for the Notes will depend upon the number of holders of the
Notes, the overall market for similar securities, our financial performance or prospects or the prospects for companies in our industry generally, the
interest of securities dealers in making a market in the Notes and other factors.

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Document Outline

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