Bond America Packaging Corp 3.4% ( US695156AT63 ) in USD

America Packaging Corp

97.646 % ▲

United States

US695156AT63 ( in USD )

3.4% per year ( payment 2 times a year)

15/12/2027

Prospectus brochure of the bond Packaging Corp of America US695156AT63 en USD 3.4%, maturity 15/12/2027

2 000 USD

500 000 000 USD

695156AT6

BBB ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

15/12/2025 ( In 103 days )

Packaging Corporation of America (PCA) is a leading producer of containerboard and corrugated packaging products in North America, serving a diverse range of customers across various industries.

The Bond issued by America Packaging Corp ( United States ) , in USD, with the ISIN code US695156AT63, pays a coupon of 3.4% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/12/2027

The Bond issued by America Packaging Corp ( United States ) , in USD, with the ISIN code US695156AT63, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by America Packaging Corp ( United States ) , in USD, with the ISIN code US695156AT63, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Note

Offering Price
Registration Fee (1)
2.450% Senior Notes due 2020

$500,000,000

99.893%

$499,465,000

$62,183.39
3.400% Senior Notes due 2027

$500,000,000

99.672%

$498,360,000

$62,045.82

(1)
This filing fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended, and relates to the Registration
Statement on Form S-3 (File No. 333-221917) filed by the Registrant on December 6, 2017.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-221917

Prospectus supplement to prospectus dated December 11, 2017
$1,000,000,000

Packaging Corporation of America
$500,000,000 2.450% Senior Notes due 2020
$500,000,000 3.400% Senior Notes due 2027

We are offering $500,000,000 aggregate principal amount of our 2.450% Senior Notes due 2020, which we refer to as the "2020 notes" and
$500,000,000 aggregate principal amount of our 3.400% Senior Notes due 2027, which we refer to as the "2027 notes." We refer to the 2020 notes
and the 2027 notes collectively as the "notes."
The 2020 notes will bear interest at a rate equal to 2.450% per year, and will mature on December 15, 2020. The 2027 notes will bear
interest at a rate equal to 3.400% per year, and will mature on December 15, 2027. The notes will pay interest semi-annually in arrears
on June 15 and December 15 of each year, beginning on June 15, 2018.
We may redeem some or all of the notes at any time at the redemption prices discussed under the caption "Description of the Notes--
Optional Redemption." If a change of control triggering event as described herein occurs with respect to a series of notes, unless we have exercised
our option to redeem the notes of such series, we will be required to offer to repurchase the notes of such series at the repurchase price discussed
under the caption "Description of the Notes--Repurchase at the Option of Holders Upon a Change of Control Triggering Event."
The notes will be our senior unsecured and unsubordinated obligations and will rank equally with all of our other senior unsecured and
unsubordinated indebtedness from time to time outstanding.
Each series of notes is a new issue of securities with no established trading market. We do not intend to apply to list the notes on any
securities exchange or on any automated dealer quotation system.

Investing in the notes involves risk. See "Risk Factors" beginning on page S-7.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
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determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.

Per 2020
Total 2020
Per 2027
Total 2027

Note

Notes

Note

Notes

Public offering price(1)
99.893% $499,465,000 99.672% $498,360,000
Underwriting discounts
0.350% $
1,750,000 0.650% $
3,250,000
Proceeds, before expenses, to Packaging Corporation of America
99.543% $497,715,000 99.022% $495,110,000

(1)
Plus accrued interest, if any, from December 13, 2017, if settlement occurs after that date.
The underwriters expect to deliver the notes to investors in book-entry only form only through the facilities of The Depository Trust
Company for the accounts of its participants, including Clearstream Banking, société anonyme, and Euroclear Bank, S.A./N.V., as operator of the
Euroclear System, on or about December 13, 2017.

Joint Book-Running Managers

Deutsche Bank Securities

Wells Fargo Securities
Co-Managers

BMO Capital
BofA Merrill Lynch
Citigroup
J.P. Morgan
PNC Capital
The Williams
Markets

Markets LLC

Capital Group, L.P.

BB&T Capital Markets

Mizuho Securities

US Bancorp
The date of this prospectus supplement is December 11, 2017.
Table of Contents
Table of Contents
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
SUMMARY
S-2
THE OFFERING
S-3
PCA SUMMARY CONSOLIDATED FINANCIAL DATA
S-6
RISK FACTORS
S-7
USE OF PROCEEDS
S-10
CAPITALIZATION
S-11
DESCRIPTION OF THE NOTES
S-12
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
S-21
UNDERWRITING; CONFLICTS OF INTEREST
S-26
LEGAL MATTERS
S-31
EXPERTS
S-31
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
S-32
Prospectus

Page
ABOUT THIS PROSPECTUS

1
OUR COMPANY

2
RISK FACTORS

2
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FORWARD-LOOKING STATEMENTS

3
USE OF PROCEEDS

4
RATIO OF EARNINGS TO FIXED CHARGES

5
DESCRIPTION OF DEBT SECURITIES

6
PLAN OF DISTRIBUTION

17
LEGAL MATTERS

17
EXPERTS

17
WHERE YOU CAN FIND MORE INFORMATION

17
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

17

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which contains specific information about the terms of the
notes. The second part is the accompanying prospectus, which provides a general description of debt securities we may offer from time to time,
some of which may not apply to the notes. In the event the information in this prospectus supplement differs in any way from the information set
forth in the accompanying prospectus, this prospectus supplement will apply and will supersede the information in the accompanying prospectus.
You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus
or any free writing prospectus we have authorized. No one has been authorized to provide you with different information. If anyone provides you
with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell the notes in
any jurisdiction where the offer to sell the notes is not permitted. You should assume that the information appearing in this prospectus supplement
and the accompanying prospectus, as well as information we previously filed with the Securities and Exchange Commission (the "SEC") and
incorporated by reference, is accurate as of the dates of those documents only. Our business, financial condition, results of operations and prospects
may have changed since those respective dates.
It is important for you to read and consider all of the information contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus or any free writing prospectus we have authorized in making your investment decision. You should also read and
consider the information in the documents to which we have referred you in "Where You Can Find More Information" in the accompanying
prospectus and "Incorporation of Certain Information by Reference" herein.
References in this prospectus supplement to "PCA," "we," "us" and "our" are to Packaging Corporation of America and its consolidated
subsidiaries, unless the context otherwise requires. When referring to the issuer of the notes, these terms refer only to Packaging Corporation of
America, exclusive of its subsidiaries.

S-1
Table of Contents
SUMMARY
This summary highlights selected information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus. This is not intended to be a complete description of the matters covered in this prospectus supplement and the
accompanying prospectus and is subject to, and qualified in its entirety by reference to, the more detailed information and financial
statements (including the notes thereto) contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus. For a more complete understanding of this offering, we encourage you to read carefully this entire prospectus supplement, the
accompanying prospectus, any free writing prospectus we have authorized and the documents incorporated by reference, including the
information set forth under "Risk Factors" and our consolidated financial statements and related notes. In addition, certain statements in this
prospectus supplement, the accompanying prospectus and the documents incorporated by reference are forward-looking statements, which
involve risks and uncertainties. See "Forward-Looking Statements" in the accompanying prospectus.
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Our Company
PCA is the fourth largest producer of containerboard products and the third largest producer of uncoated freesheet in the United States,
based on production capacity. We operate five containerboard mills, three paper mills and 94 corrugated products manufacturing plants. We
are headquartered in Lake Forest, Illinois and operate primarily in the United States.
Our corrugated products manufacturing plants produce a wide variety of corrugated packaging products, including conventional
shipping containers used to protect and transport manufactured goods, multi-color boxes and displays with strong visual appeal that help to
merchandise the packaged product in retail locations, and honeycomb protective packaging. In addition, we are a large producer of packaging
for meat, fresh fruit and vegetables, processed food, beverages, and other industrial and consumer products.
We manufacture and sell pressure sensitive papers, including both commodity and specialty papers, which may have custom or
specialized features such as colors, coatings, high brightness, and recycled content. Our papers consist of communication papers (cut-size
office papers and printing and converting papers) and white papers, including release liners, which our customers use to produce labels for
use in consumer and commercially-packaged products. During the third quarter of 2017, the Company announced that it will discontinue the
production of uncoated freesheet and coated one-side paper grades, including pressure sensitive papers, at the Wallula, Washington mill in the
second quarter of 2018 to begin the conversion of the No. 3 machine to a 400,000 ton-per-year virgin kraft linerboard machine.
Packaging Corporation of America is a Delaware corporation. Our principal executive offices are located at 1955 West Field Court, Lake
Forest, Illinois 60045, and our telephone number is (847) 482-3000. Our website address is http://www.packagingcorp.com. This website
address is not intended to be an active link and information on our website should not be construed to be 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. It does not contain all the
information that may be important to you. For a more complete understanding of the notes, please refer to the section of this prospectus
supplement entitled "Description of the Notes" and the section of the accompanying prospectus entitled "Description of Debt Securities." For
purposes of this "The Offering" section of this prospectus supplement, the terms "we," "us" and "our" refer to Packaging Corporation of
America, exclusive of its subsidiaries.

Issuer
Packaging Corporation of America

Securities Offered
$500,000,000 aggregate principal amount of 2.450% senior notes due 2020 and
$500,000,000 aggregate principal amount of 3.400% senior notes due 2027.

Maturity Date
The 2020 notes mature on December 15, 2020 and the 2027 notes mature on
December 15, 2027.

Interest Rate
The 2020 notes will bear interest from December 13, 2017 at a rate equal to 2.450% per
year, and the 2027 notes will bear interest from December 13, 2017 at a rate equal
to 3.400% per year.

Interest Payment Dates
We will pay interest on the notes on June 15 and December 15 of each year, beginning
on June 15, 2018.

Optional Redemption
We may redeem the notes of either series, in whole or in part, at any time or from time
to time at the redemption prices described under "Description of the Notes--Optional
Redemption" in this prospectus supplement.

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Repurchase at the Option of Holders Upon a
Upon a "change of control triggering event" (as defined herein) with respect to a series
Change of Control Triggering Event
of notes, you will have the right to require us to repurchase your notes of such series at a
repurchase price equal to 101% of the principal amount of the notes of such series
repurchased plus any accrued and unpaid interest to, but not including, the repurchase
date. See "Description of the Notes--Repurchase at the Option of Holders Upon a
Change of Control Triggering Event" in this prospectus supplement.

Ranking
The notes will be our unsecured and unsubordinated obligations, ranking equally in
right of payment with all of our existing and future unsecured and unsubordinated
indebtedness, and will be senior in right of payment to any of our future subordinated
indebtedness.

The notes will be junior in right of payment to our existing and future secured
indebtedness to the extent of assets securing that indebtedness and will be structurally

subordinated to the existing and future indebtedness and other liabilities of our
subsidiaries.

S-3
Table of Contents
Covenants
We will issue each series of notes under an indenture containing covenants for your
benefit. These covenants require us to satisfy certain conditions in order to:

· incur debt secured by liens;

· engage in sale and leaseback transactions; or

· merge or consolidate with another entity.

For a more detailed discussion of these covenants, see "Description of Debt Securities

--Covenants" in the accompanying prospectus.

Form and Denomination
Each series of notes will be issued in book-entry only form and will be represented by a
permanent global certificate deposited with, or on behalf of, The Depository Trust
Company ("DTC") and registered in the name of Cede & Co., DTC's nominee.
Beneficial interests in the notes will be shown on, and transfers will be effected only
through, records maintained by DTC and its participants, including Euroclear Bank,
S.A./N.V. and Clearstream Banking, société anonyme. Except in the limited
circumstances described in this prospectus supplement, owners of beneficial interests in
the notes will not receive or be entitled to receive certificated notes. See "Description of
the Notes--Book-Entry; Delivery and Form." The notes will be issued only in
denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Use of Proceeds
We anticipate that we will receive approximately $991.1 million in net proceeds from
this offering of the notes, after deducting underwriting discounts and other estimated
expenses of this offering payable by us. We intend to use these net proceeds to repay in
full all amounts outstanding under our term loan due October 2020 (the "2020 Term
Loan") and our term loan due August 2021 (the "2021 Term Loan," and together with
the 2020 Term Loan, the "Term Loans") and to use the remaining net proceeds for
general corporate purposes. The 2020 Term Loan currently bears interest at LIBOR plus
162.5 basis points, or a total current rate of 2.97% per year. The 2021 Term Loan
currently bears interest at LIBOR plus 125 basis points, or a total current rate of 2.60%
per year. See "Use of Proceeds" in this prospectus supplement.

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Further Issues
The indenture does not limit the amount of debt securities that we may issue thereunder
and provides that the debt securities may be issued from time to time in one or more
series. We may from time to time, without notice to or the consent of the holders of the
notes, create and issue additional debt securities having the same form and terms as
(other than the date of issuance and, under some circumstances, issue price, the date
from which interest thereon will begin to accrue and the first interest payment date) and
ranking equally and ratably with the notes in all respects, as described under
"Description of the Notes--Further Issues."

S-4
Table of Contents
Conflicts of Interest
Certain underwriters or their affiliates are lenders under the Term Loans and accordingly
will receive a portion of the net proceeds from this offering through the repayment of the
Term Loans. Because 5% or more of the net proceeds of this offering, not including
underwriting compensation, will be paid to affiliates of certain of the underwriters,
which would be considered a "conflict of interest" under Financial Industry Regulatory
Authority, Inc. ("FINRA") Rule 5121, this offering will be made in accordance with the
applicable requirements of Rule 5121 regarding the underwriting of securities of a
company with a member that has a conflict of interest within the meaning of those rules.
Rule 5121 requires prominent disclosure of the nature of the conflict of interest in the
prospectus supplement for the public offering. Pursuant to Rule 5121(a)(1)(C), the
appointment of a qualified independent underwriter is not necessary in connection with
this offering as the notes offered hereby are investment grade rated (as defined in Rule
5121). See "Underwriting; Conflicts of Interest."

Trustee
U.S. Bank National Association

Governing Law
New York

Risk Factors
You should carefully consider all of the information contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus and any free
writing prospectus we have authorized, and, in particular, you should carefully read the
section entitled "Risk Factors" beginning on page S-7 in this prospectus supplement,
before investing in the notes.

S-5
Table of Contents
PCA SUMMARY CONSOLIDATED FINANCIAL DATA
The following summary consolidated financial data for the years ended December 31, 2016, 2015 and 2014 are derived from our audited
consolidated financial statements. The following summary consolidated financial data for the nine months ended September 30, 2017 and
2016 and as of September 30, 2017 are derived from our unaudited consolidated financial statements. In the opinion of management, our
unaudited summary consolidated financial data reflects all adjustments of a normal recurring nature necessary for a fair presentation of such
financial data and has been prepared on the same basis as our audited consolidated financial statements. Interim results are not necessarily
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indicative of results of operations for the full year. The summary consolidated financial data should be read in conjunction with our
consolidated financial statements, and the related notes thereto, and the sections entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations" as provided in our Annual Report on Form 10-K for the year ended December 31, 2016, and our
Quarterly Report on Form 10-Q for the period ended September 30, 2017, which reports are incorporated by reference into this prospectus
supplement.

For The Nine Months
For The Year Ended

Ended September 30,
December 31,

2017

2016

2016

2015

2014

(In millions)

Statement of Income Data:

Net sales

$ 4,760.6
$ 4,302.4
$5,779.0
$5,741.7
$5,852.6
Net income

399.7

338.9

449.6

436.8

392.6

As of September 30,
As of December 31,

2017

2016(1)
2015(1)

(In millions)

Balance Sheet Data:

Total assets

$
6,027.2
$5,777.0
$5,272.3
Total debt obligations(2)

2,633.4
2,667.4
2,319.7
Stockholders' equity

1,994.2
1,759.8
1,633.3

(1)
Effective January 1, 2016, the Company adopted Accounting Standards Update (ASU) 2015-03 (Topic 835): Simplifying the
Presentation of Debt Issuance Costs. We applied this guidance retrospectively, as required, and reclassified the debt issuance costs from
"Other long-term assets" to "Long-term debt" on our Consolidated Balance Sheet to conform with current period presentation. Total
assets for all periods presented have been updated to reflect this adoption.
Effective December 31, 2015, the Company adopted Accounting Standards Update 2015-17, Balance Sheet Classification of Deferred
Taxes. The guidance eliminates the requirement to classify deferred taxes between current and noncurrent and requires that all deferred
tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. Our total assets for
all periods presented have been updated to reflect this adoption.

(2)
Includes current portion of long-term debt and long-term debt net of debt issuance costs and capital lease obligations.

S-6
Table of Contents
RISK FACTORS
You should carefully consider and evaluate the following risk factors and the information contained or incorporated by reference in this
prospectus supplement, the accompanying prospectus and any free writing prospectus we have authorized, including the risk factors incorporated
by reference from our most recent Annual Report on Form 10-K, as updated by our quarterly reports on Form 10-Q and other filings we make
with the SEC. Our business, financial condition, liquidity or results of operations could be materially and adversely affected by any of these risks.
These risks are not intended as, and should not be construed as, an exhaustive list of relevant risk factors. There may be other risks that a
prospective investor should consider that are relevant to the investor's own particular circumstances or to investors generally.
We are permitted to incur more debt, which may intensify the risks associated with our current leverage, including the risk that we will be
unable to service our debt.
The indenture governing the notes does not limit the amount of additional debt that we may incur. In addition, the indenture does not contain
any restrictive covenants limiting our ability to pay dividends or make any payments on junior or other indebtedness. If we incur additional debt,
the risks associated with our leverage, including the risk that we will be unable to service our debt, including the notes, will increase.
The notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries.
The notes are obligations of PCA exclusively and not obligations of any of our subsidiaries. The notes will not be guaranteed by any of our
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subsidiaries. Our subsidiaries are separate legal entities that have no obligation to pay any amounts due under the notes or to make any funds
available therefor, whether by dividends, loans or other payments. Holders of the notes will have subordinate claims against the assets of our
subsidiaries as compared to the creditors of such subsidiaries. Accordingly, the notes will be structurally subordinated to all existing and future
indebtedness and other liabilities of our subsidiaries, including their guarantees of our existing term loans and revolving credit facility. See
"Description of the Notes--Ranking."
In addition, the indenture governing the notes does not contain any limitation on the amount of liabilities, such as trade payables, that may be
incurred by our subsidiaries. Certain of our subsidiaries guarantee our existing term loans and revolving credit facility. Such guarantees are
structurally senior to the notes. In addition to these guarantees, as of September 30, 2017, our subsidiaries had approximately $207 million of
indebtedness and other liabilities reflected on our balance sheet, all of which would have been structurally senior to the notes.
The notes will be subject to the prior claims of any secured creditors and, if a default occurs, we may not have sufficient funds to fulfill our
obligations under the notes.
The notes are our unsecured and unsubordinated obligations, ranking equally with our other unsecured and unsubordinated indebtedness and
effectively junior to any secured indebtedness we may incur. If we incur additional secured debt, our assets securing that indebtedness will be
subject to prior claims by our secured creditors. In the event of our bankruptcy, insolvency, liquidation, reorganization, dissolution or other winding
up, our assets that secure debt will be available to pay obligations on the notes only after all debt secured by those assets has been repaid in full.
Holders of the notes will participate in any remaining assets ratably with all of our other unsecured and unsubordinated creditors, including trade
creditors. If there are not sufficient assets remaining to pay all these creditors, then all or a portion of the notes then outstanding would remain
unpaid. As of September 30, 2017, we had $21 million of secured indebtedness outstanding on a consolidated basis.
We have made only limited covenants in the indenture governing the notes.
The indenture governing each series of notes contains limited covenants, including those restricting our ability and certain of our
subsidiaries' ability to incur debt secured by liens and engage in sale and leaseback

S-7
Table of Contents
transactions. The limitations on incurring debt secured by liens and sale and leaseback transactions contain exceptions that will allow us and our
subsidiaries to incur liens with respect to material assets. See "Description of Debt Securities--Covenants" in the accompanying prospectus. In
light of these exceptions, holders of the notes may be structurally or contractually subordinated to new lenders.
The change of control triggering event provision in the notes provides only limited protection against significant events that could negatively
impact the value of your notes.
As described under "Description of the Notes--Repurchase at the Option of Holders Upon a Change of Control Triggering Event," upon the
occurrence of a change of control triggering event with respect to the notes, we will be required to offer to repurchase the notes at 101% of their
principal amount plus accrued and unpaid interest, if any, accrued to, but not including, the repurchase date, unless the notes have already been
called for redemption. However, the definition of the term "change of control triggering event" is limited and does not cover a variety of
transactions (such as certain acquisitions or recapitalizations) that could negatively impact the value of your notes. For a change of control
triggering event to occur, there must be both a change of control and a ratings downgrade to below investment grade by each rating agency (as
defined in the indenture). As such, if we enter into a significant corporate transaction that negatively impacts the value of your notes, but which
does not constitute a change of control triggering event, you would not have any rights to require us to repurchase the notes prior to their maturity
or to otherwise seek any remedies.
We may not be able to repurchase all of the notes upon a change of control triggering event.
As described under "Description of the Notes--Repurchase at the Option of Holders Upon a Change of Control Triggering Event," we will
be required to offer to repurchase the notes upon the occurrence of a change of control triggering event, unless the notes have already been called
for redemption. We may not have sufficient funds to repurchase the notes in cash at that time or have the ability to arrange necessary financing on
acceptable terms. In addition, the terms of our other debt agreements or applicable law may limit our ability to repurchase the notes for cash. Our
failure to purchase the notes as required under the indenture governing the notes would result in a default under the indenture, which could have
material adverse consequences for us and the holders of the notes.
We may redeem your notes at our option, which may adversely affect your return.
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As described under "Description of the Notes--Optional Redemption," we have the right to redeem the notes in whole or from time to time
in part. We may choose to exercise this redemption right when prevailing interest rates are relatively low. As a result, you generally will not be
able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of the notes.
There is no established trading market for the notes. If a trading market for the notes develops, it may not be liquid.
Each series of notes is a new issue of securities with no established trading market. We do not intend to apply to list the notes on any
securities exchange or on any automated dealer quotation system. The underwriters have advised us that they currently intend to make a market in
the notes following this offering, as permitted by applicable laws and regulations. However, the underwriters have no obligation to make a market
in notes and they may cease market-making activities at any time without notice. Further, we cannot provide assurances about the liquidity of any
trading market that may develop for the notes, your ability to sell your notes or the prices at which you will be able to sell your notes. Any trading
market for the notes that develops and any future trading prices of the notes may be affected by many factors, including:

·
prevailing interest rates;

·
our financial condition and results of operations;

S-8
Table of Contents

·
the then-current ratings assigned to the notes;

·
the market for similar notes;

·
the time remaining to the maturity of the notes;

·
the outstanding amount of the notes; and

·
the terms related to optional redemption of the notes.
Ratings of the notes may change after issuance and affect the market price and marketability of the notes.
We currently expect that, before they are issued, the notes will be rated by at least two nationally recognized statistical rating organizations.
Those ratings are limited in scope, and do not address all material risks relating to an investment in the notes, but rather reflect only the view of
each rating agency at the time the rating is issued. An explanation of the significance of the rating may be obtained from the applicable rating
agency. Any rating is not a recommendation to purchase, sell or hold any particular security, including the notes. We cannot provide assurances
that the ratings will be issued or remain in effect or that the ratings will not be lowered, suspended or withdrawn entirely by the rating agencies. It
is also possible that the ratings may be lowered in connection with future events, such as acquisitions. If rating agencies lower, suspend or
withdraw the ratings, the market price or marketability of the notes may be adversely affected. In addition, any decline in the ratings of the notes
may make it more difficult for us to raise capital on acceptable terms.
Proposed tax reform may have an adverse impact on our business or the notes.
Congress is currently considering various legislative proposals for tax reform that would result in significant changes to U.S. tax rules. It is
possible that one or more proposals currently being considered or future tax reform proposals could be enacted that would have an adverse impact
on our business, financial condition and results of operations or an adverse impact on investors in our notes. The timing and details of any tax
reform legislation, as well as the impact it may have on us, or on the investors, remain unclear.

S-9
Table of Contents
USE OF PROCEEDS
We anticipate that we will receive approximately $991.1 million in net proceeds from this offering of the notes, after deducting underwriting
discounts and other estimated expenses of this offering payable by us. We intend to use these net proceeds to repay all amounts outstanding under
the Term Loans, consisting of $626 million outstanding under the 2020 Term Loan and $350 million under the 2021 Term Loan and to use the
remaining net proceeds for general corporate purposes. The 2020 Term Loan currently bears interest at the LIBOR rate plus 162.5 basis points, or a
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424B5
total current rate of 2.97% per year. The 2021 Term Loan currently bears interest at the LIBOR rate plus 125 basis points, or a total current rate of
2.60% per year.
Affiliates of certain of the underwriters are lenders under the Term Loans, and as such, will receive a portion of the proceeds from this
offering through the repayment of a portion of the Term Loans. Because 5% or more of the net proceeds of this offering, not including
underwriting compensation, will be paid to affiliates of certain of the underwriters, which would be considered a "conflict of interest" under
FINRA Rule 5121, this offering will be made in accordance with the applicable requirements of Rule 5121 regarding the underwriting of securities
of a company with a member that has a conflict of interest within the meaning of those rules. Rule 5121 requires prominent disclosure of the nature
of the conflict of interest in the prospectus supplement for the public offering. Pursuant to Rule 5121(a)(1)(C), the appointment of a qualified
independent underwriter is not necessary in connection with this offering as the notes offered hereby are investment grade rated (as defined in Rule
5121). See "Underwriting; Conflicts of Interest."

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Table of Contents
CAPITALIZATION
The following table sets forth our cash and cash equivalents and our capitalization as of September 30, 2017 on an actual basis and as
adjusted to give effect to the sale of the notes in this offering and the application of the net proceeds therefrom as described under "Use of
Proceeds".
You should read this table in conjunction with "Use of Proceeds" in this prospectus supplement and our consolidated financial statements and
related notes incorporated by reference in this prospectus supplement and the accompanying prospectus. The as adjusted information may not
reflect our cash, debt and capitalization in the future.

As of September 30, 2017

Actual
As Adjusted

(In millions)

Cash and cash equivalents

$ 370.5
$
385.6(i)

Debt

2020 Term Loan

$ 625.6
$
--
2021 Term Loan

350.4

--
Revolving credit facility(a)

--

--
6.500% Senior Notes due 2018(b)

150.0

150.0
3.900% Senior Notes due 2022(c)

399.8

399.8
4.500% Senior Notes due 2023(d)

698.8

698.8
3.650% Senior Notes due 2024(e)

399.2

399.2
2.450% Senior Notes due 2020 offered hereby(f)

--

499.5
3.400% Senior Notes due 2027 offered hereby(g)

--

498.3
Capital leases

20.7

20.7

Total debt(h)

2,644.5

2,666.3
Total stockholders' equity

1,994.2

1,993.0(j)

Total capitalization

$4,638.7
$ 4,659.3

(a)
As of September 30, 2017, we had $326.9 million of availability under the revolving credit facility, net of $23.1 million of letters of credit
outstanding. Our revolving credit facility matures in August 2021.
(b)
Represents $150.0 million in aggregate principal amount, net of $0.0 million discount.
(c)
Represents $400.0 million in aggregate principal amount, net of $0.2 million discount.
(d)
Represents $700.0 million in aggregate principal amount, net of $1.2 million discount.
(e)
Represents $400.0 million in aggregate principal amount, net of $0.8 million discount.
(f)
Represents $500.0 million in aggregate principal amount, net of $0.5 million discount.
(g)
Represents $500.0 million in aggregate principal amount, net of $1.7 million discount.
(h)
Excludes $11.0 million of deferred debt issuance costs.
(i)
To reflect the net effect on cash of the following transactions:

Cash and cash equivalents, as reported

$ 370.5
Proceeds from notes offered hereby, net of discount

997.8
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Document Outline

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