Bond Allstate Corporation 5.75% ( US020002BB69 ) in USD

Allstate Corporation

100.185 % ▼

United States

US020002BB69 ( in USD )

5.75% per year ( payment 2 times a year)

14/08/2053

Prospectus brochure of the bond The Allstate Corp US020002BB69 en USD 5.75%, maturity 14/08/2053

1 000 USD

800 000 000 USD

020002BB6

BBB- ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

15/02/2026 ( In 109 days )

The Allstate Corporation is a leading provider of personal lines insurance and related financial products in the United States, offering auto, home, life insurance, and other financial services.

The Bond issued by Allstate Corporation ( United States ) , in USD, with the ISIN code US020002BB69, pays a coupon of 5.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/08/2053

The Bond issued by Allstate Corporation ( United States ) , in USD, with the ISIN code US020002BB69, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Allstate Corporation ( United States ) , in USD, with the ISIN code US020002BB69, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

http://www.sec.gov/Archives/edgar/data/899051/000104746913008132/...
424B5 1 a2215532z424b5.htm 424B5
Use these links to rapidly review the document
TABLE OF CONTENTS
TABLE OF CONTENTS 2
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-181059
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee(1)(2)

Series B 5.750% Fixed-to-Floating Rate Subordinated Debentures Due 2053

$800,000,000

$109,120

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933 as amended.
(2)
A registration fee of $109,120 is due for this offering. The "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration
Fee" table in Registration Statement No. 333-181059 on Form S-3ASR.
1 of 92
8/7/2013 8:49 AM

http://www.sec.gov/Archives/edgar/data/899051/000104746913008132/...
Prospectus Supplement to Prospectus Dated April 30, 2012
$800,000,000
The Allstate Corporation
Series B 5.750% Fixed-to-Floating Rate Subordinated Debentures due 2053
The Series B 5.750% Fixed-to-Floating Rate Subordinated Debentures due 2053 (the "Debentures") are our unsecured, subordinated debt instruments and will
bear interest from the date they are issued to, but excluding, August 15, 2023, at an annual rate of 5.750%, payable semi-annually in arrears on February 15 and
August 15 of each year, beginning on February 15, 2014 and ending on August 15, 2023. From, and including, August 15, 2023, the Debentures will bear interest at an
annual rate equal to three-month LIBOR plus 2.938%, payable quarterly in arrears on February 15, May 15, August 15, and November 15 of each year, beginning on
November 15, 2023. So long as no event of default with respect to the Debentures has occurred and is continuing, we have the right, on one or more occasions, to defer
the payment of interest on the Debentures as described in this prospectus supplement for one or more consecutive interest periods of up to five years. Deferred interest
will accrue additional interest at an annual rate equal to the annual interest rate then applicable to the Debentures.
The principal amount of the Debentures will become due and payable on August 15, 2053. Payment of the principal on the Debentures will be accelerated only in
the case of our bankruptcy or certain other insolvency events with respect to us. There is no right of acceleration in the case of default in the payment of interest on the
Debentures or the performance of any of our other obligations with respect to the Debentures.
We may redeem the Debentures, in whole but not in part, at any time prior to August 15, 2023, within 90 days after the occurrence of a "rating agency event" at a
redemption price equal to their principal amount or, if greater, a make-whole redemption price calculated as described herein, in each case plus accrued and unpaid
interest. We may redeem the Debentures, in whole but not in part, at any time prior to August 15, 2023, within 90 days after the occurrence of a "tax event" at their
principal amount plus accrued and unpaid interest. On or after August 15, 2023, we may redeem the Debentures, in whole or in part, at their principal amount plus
accrued and unpaid interest.
The Debentures will not be listed on any securities exchange. Currently there is no public trading market for the Debentures.
Investing in the Debentures involves risks. See a discussion of certain risks in the "Risk Factors" section beginning on page S-7 of this prospectus
supplement, Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and our other periodic reports filed with the
Securities and Exchange Commission that should be carefully considered before investing in the Debentures.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Per
Debenture

Total

Public offering price(1)

100.00%$
800,000,000

Underwriting discount

1.00%$
8,000,000

Proceeds, before expenses, to The Allstate Corporation

99.00%$
792,000,000

(1)
Plus accrued interest from August 8, 2013, if settlement occurs after that date.
The underwriters expect to deliver the Debentures through the facilities of The Depository Trust Company for the accounts of its participants, including
Clearstream Banking, société anonyme, Luxembourg and Euroclear Bank S.A./N.V., against payment in New York, New York on or about August 8, 2013.
Joint Book-Runners
J.P. Morgan
Goldman, Sachs & Co.
Barclays
Citigroup
Senior Co-Managers
Wells Fargo Securities

BofA Merrill Lynch

Credit Suisse
Deutsche Bank Securities

Morgan Stanley

US Bancorp
Junior Co-Managers
The Williams Capital Group, L.P.

BNY Mellon Capital Markets, LLC

PNC Capital Markets LLC
Prospectus Supplement dated August 5, 2013
2 of 92
8/7/2013 8:49 AM

http://www.sec.gov/Archives/edgar/data/899051/000104746913008132/...
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page

ABOUT THIS PROSPECTUS SUPPLEMENT
S-1

PROSPECTUS SUPPLEMENT SUMMARY
S-2

RISK FACTORS
S-7

CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
S-12

USE OF PROCEEDS
S-13

CAPITALIZATION
S-14

SELECTED CONSOLIDATED FINANCIAL INFORMATION
S-15

DESCRIPTION OF THE DEBENTURES
S-16

CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-32

CERTAIN BENEFIT PLAN AND IRA CONSIDERATIONS
S-36

UNDERWRITING (CONFLICTS OF INTEREST)
S-39

WHERE YOU CAN FIND MORE INFORMATION
S-45

THE ALLSTATE CORPORATION FILINGS
S-45

LEGAL MATTERS
S-46

EXPERTS
S-46
PROSPECTUS

ABOUT THIS PROSPECTUS
ii

THE ALLSTATE CORPORATION
1

THE TRUSTS
1

RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED
STOCK DIVIDENDS
2

RISK FACTORS
3

USE OF PROCEEDS
3

DESCRIPTION OF DEBT SECURITIES
3

DESCRIPTION OF CAPITAL STOCK
17

DESCRIPTION OF DEPOSITARY SHARES
21

DESCRIPTION OF WARRANTS
23

DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
25

DESCRIPTION OF TRUST PREFERRED SECURITIES
26

DESCRIPTION OF PREFERRED SECURITIES GUARANTEES
28

PLAN OF DISTRIBUTION
31

WHERE YOU CAN FIND MORE INFORMATION
33

THE ALLSTATE CORPORATION FILINGS
33
3 of 92
8/7/2013 8:49 AM

http://www.sec.gov/Archives/edgar/data/899051/000104746913008132/...

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
34

LEGAL OPINIONS
34

EXPERTS
34

ERISA MATTERS
34
S-i
4 of 92
8/7/2013 8:49 AM

http://www.sec.gov/Archives/edgar/data/899051/000104746913008132/...
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second part is the
accompanying prospectus, which contains more general information, some of which may not apply to this offering. You should read both this prospectus supplement and
the accompanying prospectus, together with the documents identified under the headings "Where You Can Find More Information" and "The Allstate Corporation
Filings" in this prospectus supplement and the accompanying prospectus.
If the information set forth in this prospectus supplement differs in any way from the information set forth in the accompanying prospectus, you should rely on the
information set forth in this prospectus supplement.
References to "we," "us" and "our" in this prospectus supplement are references to The Allstate Corporation, and not to any of our subsidiaries, unless we state
otherwise or the context otherwise requires.
You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus, and any related
free writing prospectus issued or authorized by us. This prospectus supplement may be used only for the purpose for which it has been prepared. No one is authorized to
give information other than that contained in this prospectus supplement and the accompanying prospectus, in the documents referred to in this prospectus supplement
and the accompanying prospectus and which are made available to the public and in any related free writing prospectus issued or authorized by us. We have not, and the
underwriters have not, authorized any other person to provide you with different or additional information. If anyone provides you with different or additional
information, you should not rely on it.
We are not, and the underwriters are not, making an offer to sell the Debentures in any jurisdiction where the offer or sale is not permitted. You should not assume
that the information contained in or incorporated by reference in this prospectus supplement, the accompanying prospectus or any related free writing prospectus issued
or authorized by us is accurate as of any date other than the date of the applicable document. Our business, financial condition, results of operations and prospects may
have changed since that date. Neither this prospectus supplement, the accompanying prospectus nor any related free writing prospectus issued or authorized by us
constitutes an offer, or an invitation on our behalf or on behalf of the underwriters, to subscribe for and purchase, any of the Debentures and may not be used for or in
connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to
make such an offer or solicitation.
S-1
5 of 92
8/7/2013 8:49 AM

http://www.sec.gov/Archives/edgar/data/899051/000104746913008132/...
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
The following summary highlights selected information contained elsewhere or incorporated by reference in this prospectus supplement and may not contain
all of the information that is important to you. We encourage you to read this prospectus supplement and the accompanying prospectus, together with the
documents identified under the headings "Where You Can Find More Information" and "The Allstate Corporation Filings" in this prospectus supplement and the
accompanying prospectus, in their entirety. You should pay special attention to the "Risk Factors" section of this prospectus supplement, the "Risk Factors"
section in our Annual Report on Form 10-K for the year ended December 31, 2012 and our other periodic reports.
The Allstate Corporation
The Allstate Corporation is a holding company that conducts its business principally through its subsidiaries Allstate Insurance Company ("AIC") and Allstate Lif
Insurance Company and their affiliates (collectively, including The Allstate Corporation, "Allstate"). Allstate is primarily engaged in the personal property and casualt
insurance business and the life insurance, retirement and investment products business. Customers can access Allstate products and services such as auto insurance and
homeowners insurance through 11,200 exclusive Allstate agencies and financial representatives in the United States and Canada, as well as through independent
agencies, call centers and the internet. Allstate is the largest publicly held personal lines insurer in the United States and the 2nd largest personal property and casualty
insurer in the United States based on 2011 statutory direct premiums earned. In addition, according to A.M. Best, it is the nation's 16th largest issuer of life insurance
business on the basis of 2011 ordinary life insurance in force and 23rd largest on the basis of 2011 statutory admitted assets.
Our main business segments include Allstate Protection and Allstate Financial. Allstate Protection principally sells private passenger auto and homeowners
insurance through agencies and directly through call centers and the internet. These products are marketed under the Allstate®, Encompass® and Esurance® brand
names. Allstate brand auto and homeowners insurance products are sold primarily through Allstate exclusive agencies. Encompass brand auto and homeowners
insurance products are sold through independent agencies. Esurance brand auto insurance products are sold directly to consumers online, through call centers and
through select agents, including Answer Financial. Allstate Financial provides life insurance, voluntary accident and health insurance, and retirement and investment
products. Effective January 1, 2014, Allstate Financial will no longer offer fixed annuities. Allstate Financial distributes its products to individuals through multiple
distribution channels, including Allstate exclusive agencies and exclusive financial specialists and workplace enrolling independent agents, and directly through call
centers and the internet. Through July 17, 2013, Allstate Financial also sold products through independent master brokerage agencies. Allstate Financial's institutional
products, which were most recently offered in 2008, consist of funding agreements sold to unaffiliated trusts that use them to back medium-term notes issued to
institutional and individual investors.
The Allstate Corporation was incorporated in Delaware on November 5, 1992. Our executive offices are located at 2775 Sanders Road, Northbrook, Illinois,
60062, and at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801. Our telephone number is (847) 402-5000.
As a holding company with no significant business operations of our own, we rely on dividends from AIC as the principal source of cash to pay dividends to our
stockholders and to meet our obligations, including the payment of principal and any interest on any notes and our other debt obligations. AIC is regulated as an
insurance company in Illinois. The payment of dividends by AIC is limited by Illinois insurance law to formula amounts based on statutory net income and statutory
surplus, as well as the timing and amount of dividends paid in the preceding twelve months.
The laws of other jurisdictions that generally govern our insurance subsidiaries contain similar limitations on the payment of dividends; however, in some
jurisdictions the laws may be somewhat more restrictive.

S-2
6 of 92
8/7/2013 8:49 AM

http://www.sec.gov/Archives/edgar/data/899051/000104746913008132/...
Table of Contents
Recent Developments
On May 22, 2013, we announced a plan to use preferred stock and subordinated debt to refinance a portion of our existing debt. We expect to retire approximately
$3.0 billion of outstanding senior and subordinated bonds by utilizing a combination of preferred stock, debt and cash.
As part of our capital management plan, on June 20, 2013, we settled offers to purchase (the "Tender Offers") certain of our senior and subordinated debt
securities in an aggregate principal amount of approximately $1.8 billion, for cash consideration totaling approximately $2.3 billion. We funded the Tender Offers from
the net proceeds of our offerings of $500 million principal amount of 3.15% Senior Notes due 2023, $500 million principal amount of 4.50% Senior Notes due 2043
and 11,500,000 depositary shares, each representing a 1/1,000th interest in shares of our Fixed Rate Noncumulative Perpetual Preferred Stock, Series A, $1.00 par
value per share, with a liquidation preference of $25,000 per share (collectively, the "Financing Offerings"), certain commercial paper borrowings and cash on hand.
In addition to the retirement of our debt securities in the Tender Offers, our capital management plan includes the repayment of $250 million principal amount of
our 7.50% Debentures due 2013, which occurred upon their maturity, June 17, 2013, and the prefunding of $650 million principal amount of our 5.00% Senior Notes
due 2014 and $300 million principal amount of our 6.20% Senior Notes due 2014 (such prefunding, the "2014 Debt Repayment"), for a total of $3.0 billion.
The Debentures
Maturity
The Debentures will mature on August 15, 2053 (the "maturity date"). If that day is not a business day, payment of principal and interest will be due on the next
business day.
Interest
Interest on the Debentures will accrue from August 8, 2013. From, and including, August 8, 2013 to, but excluding, August 15, 2023 or any earlier redemption date
the Debentures will bear interest at an annual rate of 5.750%. We will pay that interest semi-annually in arrears on February 15 and August 15 of each year (or if any o
these days is not a business day, on the next business day, and no interest will accrue as a result of that postponement), beginning on February 15, 2014 and ending on
August 15, 2023, subject to our rights and obligations described under "Description of the Debentures--Option to Defer Interest Payments" in this prospectus
supplement. From, and including, August 15, 2023 to, but excluding, the maturity date or any earlier redemption date, the Debentures will bear interest at an annual rate
equal to three-month LIBOR plus 2.938% payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (or if any of these days is not
a business day, on the next business day, except that, if such business day is in the next succeeding calendar month, interest will be payable on the immediately
preceding business day, and no interest will accrue or fail to accrue as a result of that postponement or earlier payment), beginning on November 15, 2023, subject to
our rights and obligations described under "Description of the Debentures--Option to Defer Interest Payments" in this prospectus supplement.
Option to Defer Interest Payments
So long as no event of default with respect to the Debentures has occurred and is continuing, we have the right to defer the payment of interest on the Debentures
for one or more consecutive interest periods that do not exceed five years as described in "Description of the Debentures--Option to Defer Interest Payments" in this
prospectus supplement. We may not defer interest beyond the maturity date, any earlier accelerated maturity date arising from an event of default or any other earlier
redemption

S-3
7 of 92
8/7/2013 8:49 AM

http://www.sec.gov/Archives/edgar/data/899051/000104746913008132/...
Table of Contents
of the Debentures. During a deferral period, interest will continue to accrue on the Debentures at the then-applicable rate described above and deferred interest on the
Debentures will bear additional interest at the then-applicable interest rate, compounded on each interest payment date, subject to applicable law. If we have paid all
deferred interest (including compounded interest thereon) on the Debentures, we can again defer interest payments on the Debentures as described above.
Subordination
The Debentures will be unsecured and will be subordinated and junior in right of payment upon our liquidation to all of our existing and future senior
indebtedness, and will be effectively subordinated to all liabilities of our subsidiaries, including obligations to policyholders. The Debentures will rank senior in right
of payment upon liquidation with our trade creditors and with debt that by its terms does not rank senior to or on parity with the Debentures upon our liquidation,
including our Series A 6.50% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067 (the "Series A Junior Subordinated Debentures") and our Series B
6.125% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067 (the "Series B Junior Subordinated Debentures," and, together with the Series A Junior
Subordinated Debentures, the "Junior Subordinated Debentures"). In addition, the Debentures will rank senior and have priority in right of payment with respect to all
our capital stock. The Debentures will rank equally in right of payment with debt that by its terms ranks on parity with the Debentures upon our liquidation ("parity
securities"). The only parity securities currently outstanding are our 5.100% Fixed-to-Floating Rate Subordinated Debentures due 2053 (the "Series A Debentures").
As of June 30, 2013, we had indebtedness for money borrowed at the parent holding company level of $5.9 billion, as reported on our consolidated statement of
financial position, of which $4.7 billion would be senior to the Debentures upon liquidation, and our subsidiaries had total liabilities of $93.4 billion, all of which
would effectively be senior to the Debentures upon liquidation. In addition, the Debentures would be subordinated to our other senior indebtedness, including capital
lease obligations and payment obligations under interest rate swap and similar agreements. See "Description of the Debentures--Subordination" for the definition of
"senior indebtedness."
Certain Payment Restrictions Applicable to Us
At any time when we have given notice of our election to defer interest payments on the Debentures but the related deferral period has not yet commenced or a
deferral period is continuing, we and our subsidiaries generally may not make payments on or redeem or purchase any shares of our capital stock or any of our debt
securities or guarantees that rank upon our liquidation on a parity with or junior to the Debentures, including the Junior Subordinated Debentures, subject to certain
limited exceptions. The terms of the Debentures permit us to make any payment of current or deferred interest on our parity securities that is made pro rata to the
amounts due on such parity securities (including the Debentures) and any payments of principal or current or deferred interest on parity securities that, if not made,
would cause us to breach the terms of the instrument governing such parity securities. The only parity securities currently outstanding are our Series A Debentures. The
terms of the Subordinated Indenture do not limit the amount of parity securities that we may issue.
See "Description of the Debentures--Dividend and Other Payment Stoppages During Deferral Periods and Under Certain Other Circumstances" in this prospectus
supplement.
Redemption of the Debentures
We may elect to redeem the Debentures:
·
in whole at any time or in part from time to time on or after August 15, 2023 at a redemption price equal to their principal amount plus accrued and
unpaid interest to, but excluding, the date of redemption; provided that if the Debentures are not redeemed in whole, at least

S-4
8 of 92
8/7/2013 8:49 AM

http://www.sec.gov/Archives/edgar/data/899051/000104746913008132/...
Table of Contents
$25 million aggregate principal amount of the Debentures, excluding any Debentures held by us or any of our affiliates, must remain outstanding after
giving effect to such redemption;
·
in whole, but not in part, at any time prior to August 15, 2023, within 90 days of the occurrence of a "tax event" at a redemption price equal to their
principal amount plus accrued and unpaid interest to, but excluding, the date of redemption; or
·
in whole, but not in part, at any time prior to August 15, 2023, within 90 days after the occurrence of a "rating agency event" at a redemption price equal
to their principal amount or, if greater, a "make-whole redemption price," in each case plus accrued and unpaid interest to, but excluding, the date of
redemption.
For more information and the definitions of "tax event," "rating agency event" and "make-whole redemption price," see "Description of the Debentures
--Redemption" in this prospectus supplement.
Events of Default
An "event of default" with respect to the Debentures will occur only upon certain events of bankruptcy, insolvency or receivership involving us. If an event of
default occurs and continues, the principal amount of the Debentures will automatically become due and payable without any declaration or other action on the part of
the Trustee (as defined below) or any holder of the Debentures.
There is no right of acceleration in the case of any payment default or other breaches of covenants under the Subordinated Indenture (as defined below) or the
Debentures. Notwithstanding the foregoing, in the case of a default in the payment of principal of or interest on the Debentures, including any compounded interest (and
in the case of payment of deferred interest, such failure to pay will have continued for 30 calendar days after the conclusion of any deferral period), the holder of a
Debenture may, or if directed by the holders of a majority in principal amount of the Debentures the Trustee will, subject to the conditions set forth in the Subordinated
Indenture, demand payment of the amount then due and payable and may institute legal proceedings for the collection of such amount if we fail to make payment thereof
upon demand.
Form and Denomination
The Debentures will be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof. The Debentures will be represented by one or more
global securities registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). Beneficial interests in the Debentures will be
represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC. Investors may elect to
hold interests in the global securities through either DTC (in the United States) or Clearstream Banking, société anonyme, Luxembourg ("Clearstream") or Euroclear
Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") (in Europe) if they are participants in those systems, or indirectly through organizations which are
participants in those systems. We will issue certificated Debentures only in the limited circumstances described under "Description of the Debentures--Book-Entry
System" in this prospectus supplement.
The Indenture and the Trustee
The Debentures will be issued pursuant to the Subordinated Indenture, dated as of November 25, 1996, between us and U.S. Bank National Association, as trustee
(or any successor, the "Trustee") and paying agent (or any successor, the "Paying Agent") (successor in interest to State Street Bank and Trust Company), as amended
by the third supplemental indenture dated as of July 23, 1999, and the fourth supplemental indenture dated as of June 12, 2000, and as supplemented by a supplemental

S-5
9 of 92
8/7/2013 8:49 AM

http://www.sec.gov/Archives/edgar/data/899051/000104746913008132/...
Table of Contents
indenture to be dated as of the issue date of the Debentures (as so amended and supplemented, the "Subordinated Indenture").
Listing
The Debentures are not, and are not expected to be, listed on any national securities exchange nor included in any automated quotation system.
Governing Law
The Subordinated Indenture and the Debentures will be governed by and construed in accordance with the laws of the State of New York.
Risk Factors
See "Risk Factors" beginning on page S-7 of this prospectus supplement and similar sections in our filings with the Securities and Exchange Commission (the
"SEC") incorporated by reference herein before buying any of the Debentures offered hereby.
Use of Proceeds
We expect to receive net proceeds, after deducting the underwriting discount and other offering expenses payable by us, of approximately $790.6 million.
We intend to use the net proceeds from this offering of Debentures, together with the net proceeds of any additional offerings that are part of our capital
management plan (the "Additional Offerings") and cash on hand, for the repayment of the commercial paper borrowings made in connection with the repurchase of our
senior and subordinated debt securities pursuant to our recent Tender Offers, to fund the 2014 Debt Repayment, as described under "--Recent Developments", for the
repurchase of our common stock in open market purchases from time to time or through an accelerated repurchase program and for general corporate purposes. As of
July 31, 2013, we had approximately $500 million of commercial paper outstanding relating to the Tender Offers, with a weighted average interest rate of
approximately 0.30% per annum and a weighted average remaining maturity of approximately 13 days. Pending the application of the net proceeds from this offering,
we may invest the net proceeds in short-term interest bearing, investment-grade securities or similar assets.
Conflicts of Interest
Certain of the underwriters or their affiliates may receive a portion of the net proceeds of this offering to the extent they are dealers under our commercial paper
program or hold any of the notes subject to the 2014 Debt Repayment. Such payments may constitute a "conflict of interest" under Rule 5121 of the Financial Industry
Regulatory Authority, Inc. ("FINRA"). Consequently, this offering will be conducted in accordance with the requirements of FINRA Rule 5121.

S-6
10 of 92
8/7/2013 8:49 AM