Obbligazione Anthemia Corp 5.1% ( US94973VBF31 ) in USD

Anthemia Corp

94.683 USD ▲

Stati Uniti

US94973VBF31 ( in USD )

5.1% per anno ( pagato 2 volte l'anno)

14/01/2044

Prospetto opuscolo dell'obbligazione Anthem Inc US94973VBF31 en USD 5.1%, scadenza 14/01/2044

/

/

94973VBF3

A ( Upper medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

15/01/2026 ( In 73 giorni )

Anthem Inc. è una società assicurativa sanitaria statunitense che offre piani assicurativi medici, dentali e per la vista a individui e datori di lavoro.

L'analisi verte su un'obbligazione di tipo corporate, identificata univocamente dal codice ISIN US94973VBF31 e dal codice CUSIP 94973VBF3, emessa negli Stati Uniti da Anthem Inc, azienda leader nel settore dei servizi sanitari e assicurativi americani che gestisce programmi di benefici sanitari per milioni di membri e opera come una delle maggiori compagnie sanitarie integrate a livello nazionale; il titolo presenta attualmente un prezzo di mercato pari all'88.353% del suo valore nominale, è denominato in Dollari Statunitensi (USD) e offre un tasso d'interesse annuale del 5.1% pagabile con frequenza semestrale, con data di scadenza fissata al 14 gennaio 2044, ed è stato oggetto di valutazione da parte delle principali agenzie di rating, ottenendo un rating "A" da Standard & Poor's e "Baa2" da Moody's, posizionandolo nella categoria degli investimenti di qualità media superiore.

424B5
http://www.sec.gov/Archives/edgar/data/1156039/000119312513312561...
424B5 1 d573806d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-178394
CALCULATION OF REGISTRATION FEE

Maximum
Title of each class of
Aggregate
Amount of
securities Offered

Offering Price

Registration Fee(1)
2.300% Notes due 2018

$650,000,000

$ 88,660.00
5.100% Notes due 2044

$600,000,000

$ 81,840.00
Total

$1,250,000,000

$170,500.00

(1) Calculated in accordance with Rule 457(r).
1 of 51
8/1/2013 7:59 AM

424B5
http://www.sec.gov/Archives/edgar/data/1156039/000119312513312561...
Table of Contents
Prospectus Supplement
July 30, 2013
(To Prospectus dated December 9, 2011)
$1,250,000,000

$650,000,000 2.300% Notes due 2018
$600,000,000 5.100% Notes due 2044

The 2.300% Notes due 2018, which we refer to as the 2018 notes, will mature on July 15, 2018, and the 5.100% Notes due 2044, which we refer to as the 2044 notes,
will mature on January 15, 2044. We refer to the 2018 notes and the 2044 notes collectively as the notes. We will pay interest on the notes on January 15 and July 15 of
each year, commencing January 15, 2014. We may redeem the notes of either series, in whole at any time, or in part from time to time, at the applicable redemption
prices discussed under the caption "Description of the Notes--Optional Redemption." If we experience a change of control triggering event and have not otherwise
elected to redeem the notes, we will be required to offer to repurchase the notes from holders as described under the caption "Description of the Notes--Repurchase
Upon a Change of Control."
The notes will be our unsecured and unsubordinated obligations and will rank equally with our other unsecured and unsubordinated indebtedness from time to time
outstanding. We do not intend to list the notes on any national securities exchange.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-5 of this prospectus supplement.

Per
Per

2018 Note

Total

2044 Note

Total

Public offering price(1)

99.579%
$647,263,500
99.865%
$599,190,000
Underwriting discount

0.600%

$ 3,900,000
0.875%

$ 5,250,000
Proceeds, before expenses, to WellPoint

98.979%
$643,363,500
98.990%
$593,940,000
(1) Plus accrued interest, if any, from August 6, 2013 if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes in book-entry 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, against payment in New York, New York on or
about August 6, 2013.

Joint Book-Running Managers

Morgan Stanley
Citigroup

J.P. Morgan
UBS Investment Bank

Senior Co-Managers

Barclays

Goldman, Sachs & Co.

Wells Fargo Securities
Credit Suisse

Deutsche Bank Securities
Co-Managers

Fifth Third Securities, Inc.

BB&T Capital Markets

Mizuho Securities
PNC Capital Markets LLC

SMBC Nikko

SunTrust Robinson Humphrey

US Bancorp

2 of 51
8/1/2013 7:59 AM

424B5
http://www.sec.gov/Archives/edgar/data/1156039/000119312513312561...
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

FORWARD-LOOKING STATEMENTS

S- ii
SUMMARY

S-1
RISK FACTORS

S-5
USE OF PROCEEDS

S-7
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF WELLPOINT

S-8
RATIO OF EARNINGS TO FIXED CHARGES

S-9
DESCRIPTION OF THE NOTES

S-10
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

S-15
UNDERWRITING

S-19
LEGAL MATTERS

S-23
EXPERTS

S-23
WHERE YOU CAN FIND MORE INFORMATION

S-24
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

S-25
Prospectus

ABOUT THIS PROSPECTUS

i

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

i

RISK FACTORS

ii

WHERE YOU CAN FIND MORE INFORMATION

ii

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

ii

OUR COMPANY

1

USE OF PROCEEDS

2

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

2

DESCRIPTION OF THE DEBT SECURITIES

3

DESCRIPTION OF THE PREFERRED STOCK

13

DESCRIPTION OF THE COMMON STOCK

14

VALIDITY OF THE SECURITIES

16

EXPERTS

16

In this prospectus supplement, "we," "us," "our," and "WellPoint" refer to WellPoint, Inc. or WellPoint, Inc. and its direct and indirect subsidiaries, as the context
requires.

S-i
3 of 51
8/1/2013 7:59 AM

424B5
http://www.sec.gov/Archives/edgar/data/1156039/000119312513312561...
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein and therein, contain "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of
1934, as amended, or the Exchange Act. These statements are intended to be covered by the safe harbor for "forward-looking statements" provided by the Private
Securities Litigation Reform Act of 1995. Words such as "expect(s)," "feel(s)," "believe(s)," "will," "may," "anticipate(s)," "intend," "estimate," "project" and similar
expressions are intended to identify forward-looking statements, which generally are not historical in nature. These statements include, but are not limited to, financial
projections and estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to future operations, products and
services; and statements regarding future performance. Such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally
beyond our control, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and
statements. These risks and uncertainties include: those discussed under "Risk Factors" in this prospectus supplement and those identified in our public filings with the
U.S. Securities and Exchange Commission, or SEC; increased government participation in, or regulation or taxation of health benefits and managed care operations,
including, but not limited to, the impact of the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010; trends in
health care costs and utilization rates; our ability to secure sufficient premium rates including regulatory approval for and implementation of such rates; our ability to
contract with providers consistent with past practice; our ability to integrate and achieve expected synergies and operating efficiencies in the AMERIGROUP
Corporation acquisition within the expected timeframe or at all, as such integration may be more difficult, time consuming or costly than expected, revenues following
the transaction may be lower than expected and operating costs, customer loss and business disruption, including, without limitation, difficulties in maintaining
relationships with employees, customers, clients and suppliers, may be greater than expected following the transaction; competitor pricing below market trends of
increasing costs; reduced enrollment, as well as a negative change in our health care product mix; risks and uncertainties regarding Medicare and Medicaid programs,
including those related to non-compliance with the complex regulations imposed thereon and funding risks with respect to revenue received from participation therein; a
downgrade in our financial strength ratings; litigation and investigations targeted at our industry and our ability to resolve litigation and investigations within estimates;
medical malpractice or professional liability claims or other risks related to health care services provided by our subsidiaries; risks inherent in selling health care
products in the consumer retail market; our ability to repurchase shares of our common stock and pay dividends on our common stock due to the adequacy of our cash
flow and earnings and other considerations; non-compliance by any party with the Express Scripts, Inc. pharmacy benefit management services agreement, which could
result in financial penalties, our inability to meet customer demands, and sanctions imposed by governmental entities, including the Centers for Medicare and Medicaid
Services; events that result in negative publicity for us or the health benefits industry; failure to effectively maintain and modernize our information systems and
e-business organization and to maintain good relationships with third party vendors for information system resources; events that may negatively affect our licenses with
the Blue Cross and Blue Shield Association; possible impairment of the value of our intangible assets if future results do not adequately support goodwill and other
intangible assets; intense competition to attract and retain employees; unauthorized disclosure of member sensitive or confidential information; changes in the economic
and market conditions, as well as regulations that may negatively affect our investment portfolios and liquidity; possible restrictions in the payment of dividends by our
subsidiaries and increases in required minimum levels of capital and the potential negative effect from our substantial amount of outstanding indebtedness; general risks
associated with mergers and acquisitions; various laws and provisions in our governing documents that may prevent or discourage takeovers and business
combinations; future public health epidemics and catastrophes; and general economic downturns. Readers are cautioned not to place undue reliance on these forward-
looking statements that speak only as of the date hereof. Except to the extent otherwise required by federal securities law, we do not undertake any obligation to
republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are
also urged to carefully review and consider the various disclosures in our SEC reports.

S-ii
4 of 51
8/1/2013 7:59 AM

424B5
http://www.sec.gov/Archives/edgar/data/1156039/000119312513312561...
Table of Contents
You should rely only on the information contained or incorporated by reference in this prospectus supplement, in the accompanying prospectus or in any free writing
prospectus prepared by or on behalf of us. We have not, and the underwriters have not, authorized any other person to provide you with different information. We and
the underwriters do not take responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. We are not, and the
underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information
appearing in or incorporated by reference into this prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein or therein
are accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since then.

S-iii
5 of 51
8/1/2013 7:59 AM

424B5
http://www.sec.gov/Archives/edgar/data/1156039/000119312513312561...
Table of Contents
SUMMARY
The following summary may not contain all of the information that may be important to you. You should read the entire prospectus supplement and the
accompanying prospectus, as well as the documents incorporated by reference into this prospectus supplement and the accompanying prospectus, before
making an investment decision.
Our Company
We are one of the largest health benefits companies in the United States, serving 35.7 million medical members through our affiliated health plans and
approximately 68.0 million individuals through all subsidiaries as of June 30, 2013. We are an independent licensee of the Blue Cross and Blue Shield
Association, or BCBSA, an association of independent health benefit plans. We serve our members as the Blue Cross licensee for California; the Blue Cross and
Blue Shield, or BCBS, licensee for Colorado, Connecticut, Georgia, Indiana, Kentucky, Maine, Missouri (excluding 30 counties in the Kansas City area), Nevada,
New Hampshire, New York (as the BCBS licensee in 10 New York City metropolitan and surrounding counties and as the Blue Cross or BCBS licensee in
selected upstate counties only), Ohio, Virginia (excluding the Northern Virginia suburbs of Washington, D.C.), and Wisconsin. In a majority of these service areas
we do business as Anthem Blue Cross, Anthem Blue Cross and Blue Shield, Blue Cross and Blue Shield of Georgia, Empire Blue Cross Blue Shield, or Empire
Blue Cross (in our New York service areas). Through our AMERIGROUP Corporation subsidiary, or Amerigroup, we conduct business in Florida, Georgia,
Kansas, Louisiana, Maryland, Nevada, New Jersey, New Mexico, New York, Tennessee, Texas and Washington. Amerigroup also provided services to the state of
Ohio through June 30, 2013. We also serve customers throughout the country as HealthLink, UniCare and in certain Arizona, California, Nevada, New York and
Virginia markets through our CareMore Health Group, Inc. subsidiary. We are licensed to conduct insurance operations in all 50 states through our subsidiaries.
We also sell contact lenses, eyeglasses and other ocular products through our 1-800 CONTACTS, Inc. business.
WellPoint is incorporated under the laws of the State of Indiana. Our principal executive offices are located at 120 Monument Circle, Indianapolis, Indiana 46204
and our telephone number is (317) 488-6000. We maintain a website at www.wellpoint.com where general information about us is available. We are not
incorporating the contents of the website into this prospectus supplement or the accompanying prospectus.
If you would like to find more information about us, please see the sections entitled "Where You Can Find More Information" and "Incorporation of Certain
Documents by Reference" in this prospectus supplement.
Recent Developments
The Tender Offer
Concurrently with this offering, we intend to commence cash tender offers for up to $600 million aggregate principal amount of our outstanding notes (subject to
increase), in each case at a purchase price determined in accordance with the procedures of a modified "Dutch Auction."
The offers (the "Offers", and each an "Offer") will comprise:

· an Offer (the "First Tranche Dutch Auction Offer") to purchase up to $300 million aggregate principal amount of our outstanding 5.875% Notes due 2017

and 7.000% Notes due 2019 (the "First Tranche Dutch Auction Notes"); and

· an Offer (the "Second Tranche Dutch Auction Offer") to purchase up to $300 million aggregate principal amount of our 5.950% Notes due 2034, 5.850%

Notes due 2036, 6.375% Notes due 2037, and 5.800%

S-1
6 of 51
8/1/2013 7:59 AM

424B5
http://www.sec.gov/Archives/edgar/data/1156039/000119312513312561...
Table of Contents

Notes due 2040 (the "Second Tranche Dutch Notes" and, together with the First Tranche Dutch Auction Notes, the "Tender Notes").
The consideration for each $1,000 principal amount of Tender Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m. New York City Time on
August 12, 2013 (the "Early Tender Time") and accepted for purchase by us (subject to prorationing) will be determined by reference to a spread over the yield
based on the bid-side price of an applicable Reference U.S. Treasury security, as calculated by Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche
Bank Securities Inc., the dealer managers, as of 11:00 a.m. New York City time, on August 12, 2013. The consideration payable on the Tender Notes includes an
early tender premium of $30 per $1,000 principal amount of Tender Notes accepted for purchase. The funds required to pay for those Tender Notes accepted for
purchase in the Offers, including accrued and unpaid interest on such Tender Notes, is estimated to be approximately $730 million, plus related fees and expenses,
assuming that all Tender Notes are validly tendered at or prior to the applicable Early Tender Time, all Tender Notes tendered in the Offers are tendered at the
applicable midpoint of an acceptance bid spread range specified for the Offers in the Offer documents, and the price is determined and the Tender Notes are settled
on the dates contemplated in the Offer documents.
Holders of Tender Notes tendered after the Early Tender Time but before 11:59 p.m., New York City time, on August 26, 2013 (as may be extended, the
"Expiration Time") and accepted for purchase pursuant to the Offers will not receive the early tender premium. In addition, all holders of Tender Notes accepted
for purchase pursuant to the applicable Offer will receive accrued and unpaid interest on their Tender Notes from the last interest payment date to the applicable
settlement date. No tenders submitted after the Expiration Time will be valid.
Each Offer is conditioned upon the satisfaction of certain conditions, including the closing and issuance of the notes offered hereby, which conditions may be
waived with respect to either Offer at our option. We cannot assure you that either Offer will be consummated in accordance with its terms, or at all. This offering
is not conditioned upon the consummation of either Offer. If the Offers are completed as planned, there would be a pre-tax charge associated with the transactions
that will vary depending on the pricing and the level of participation in the Offers, which charge may be significant. The amount of any such charge and its impact
on our results cannot be determined at this time.

S-2
7 of 51
8/1/2013 7:59 AM

424B5
http://www.sec.gov/Archives/edgar/data/1156039/000119312513312561...
Table of Contents
The Offering

Issuer
WellPoint, Inc.

Securities Offered
$650,000,000 aggregate principal amount of 2.300% notes due 2018.

$600,000,000 aggregate principal amount of 5.100% notes due 2044.

Maturity Dates
For the 2018 notes, July 15, 2018.

For the 2044 notes, January 15, 2044.

Interest Payment Dates
January 15 and July 15 of each year, commencing January 15, 2014.

Optional Redemption
We may redeem the notes of either series, in whole at any time or in part from time to time, at our
option, at a redemption price equal to the greater of (1) 100% of the aggregate principal amount of
the notes being redeemed and (2) the sum of the remaining scheduled payments of principal and
interest in respect of the applicable notes being redeemed (not including any portion of the payments
of interest accrued as of the date of redemption) discounted to its present value, on a semi-annual
basis (assuming a 360-day year of twelve 30-day months), at the Treasury Rate plus 15 basis points
in the case of the 2018 notes and 25 basis points in the case of the 2044 notes, plus, in each case,
accrued and unpaid interest on the applicable notes to the date of redemption. See "Description of
the Notes--Optional Redemption."

Repurchase Upon Change of Control
Unless we have exercised our right to redeem the 2018 notes and the 2044 notes in full, upon the
occurrence of both (1) a change of control of us and (2) a downgrade of the notes below an
investment grade rating by each of Moody's Investors Service, Inc., Standard & Poor's Ratings
Services and Fitch Ratings, Inc. within a specified period, we will be required to make an offer to
purchase all of the notes at a price in cash equal to 101% of the principal amount of such notes, plus
any accrued and unpaid interest to the date of repurchase. See "Description of the Notes--
Repurchase Upon a Change of Control."

Ranking
The notes will be our unsecured and unsubordinated obligations and will rank equally with all of our
current and future unsecured and unsubordinated indebtedness, including any borrowings under our
senior credit facility, and senior to all of our future subordinated debt. The notes will effectively rank
junior to any of our future secured indebtedness to the extent of the value of the assets securing such
indebtedness. The notes will not be guaranteed by any of our subsidiaries and will therefore be
effectively subordinated to all existing and future liabilities of our subsidiaries. The indenture does
not restrict our ability or the ability of our subsidiaries to incur other indebtedness. As of June 30,
2013, we had approximately $14.8 billion of indebtedness outstanding, of which approximately
$0.4 billion consisted of indebtedness of our subsidiaries and approximately $0.4 billion was
secured debt.

S-3
8 of 51
8/1/2013 7:59 AM

424B5
http://www.sec.gov/Archives/edgar/data/1156039/000119312513312561...
Table of Contents
Sinking Fund
None.

Form and Denomination of Notes
The notes of each series will initially be represented by one or more global notes which will be
deposited with a custodian for, and registered in the name of a nominee of The Depository Trust
Company, or DTC. Indirect holders trading their beneficial interests in the global notes through DTC
must trade in DTC's same-day funds settlement system and pay in immediately available funds. The
notes may only be withdrawn from DTC in the limited situations described in the accompanying
prospectus in the section entitled "Description of the Debt Securities--Global Notes, Delivery and
Form." The notes of each series will be issued in minimum denominations of $2,000 and integral
multiples of $1,000 in excess of $2,000.

Use of Proceeds
The net proceeds of this offering, after deducting the underwriting discounts and estimated offering
expenses payable by us, will be approximately $1.234 billion. We will use the net proceeds to fund
the purchase price of the Tender Notes tendered and accepted by us for purchase pursuant to the
Offers, including the payment of accrued interest and any applicable early tender premiums. We will
use the remaining net proceeds from this offering for general corporate purposes, including
repurchases of other outstanding indebtedness. See "Use of Proceeds."

Further Issues
We may from time to time, without the consent of the holders of the notes, create and issue additional
securities having substantially the same terms and conditions, other than the offering price, original
interest accrual date and/or the initial interest payment date, as the 2018 notes or the 2044 notes, in
each case, so that such issue shall be consolidated and form a single series with the outstanding 2018
notes or 2044 notes offered hereby.

Trustee, Registrar and Paying Agent
The Bank of New York Mellon Trust Company, N.A.

Risk Factors
See "Risk Factors" before considering an investment in the notes.

S-4
9 of 51
8/1/2013 7:59 AM

424B5
http://www.sec.gov/Archives/edgar/data/1156039/000119312513312561...
Table of Contents
RISK FACTORS
You should carefully consider the risks described below together with the risk factors described in and incorporated by reference into this prospectus supplement
and the accompanying prospectus, as well as all of the other information in, and incorporated by reference into, this prospectus supplement and the accompanying
prospectus before you decide to buy the notes. If any of the risks actually occur, our business, financial condition or results of operations could suffer. In that
event, we may be unable to meet our obligations under the notes and you may lose all or part of your investment.
Risks Relating to the Notes
As of June 30, 2013, we had indebtedness outstanding of approximately $14.8 billion and expect to incur additional indebtedness in the future. As a holding
company, we will not be able to repay our indebtedness except through dividends from subsidiaries, some of which are restricted in their ability to pay such
dividends under applicable insurance law and undertakings. Such indebtedness could also adversely affect our ability to pursue desirable business
opportunities.
As of June 30, 2013, we had indebtedness outstanding of approximately $14.8 billion and had available borrowing capacity of approximately $2.0 billion under our
senior revolving credit facility, which expires on September 29, 2016. We also expect to incur additional indebtedness in the future. The terms of the indenture under
which the notes are issued do not prohibit us or our subsidiaries from incurring additional indebtedness. Our debt service obligations will require us to use a portion of
our cash flow to pay interest and principal on debt instead of for other corporate purposes, including funding future expansion. If our cash flow and capital resources
are insufficient to service our debt obligations, we may be forced to seek extraordinary dividends from our subsidiaries, sell assets, seek additional equity or debt
capital or restructure our debt. However, these measures might be unsuccessful or inadequate in permitting us to meet scheduled debt service obligations.
As a holding company, we have no operations and are dependent on dividends from our subsidiaries for cash to fund our debt service and other corporate needs. Our
subsidiaries are separate legal entities. Furthermore, our subsidiaries are not obligated to make funds available to us, and creditors of our subsidiaries will have a
superior claim to certain of our subsidiaries' assets. State insurance laws restrict the ability of our regulated subsidiaries to pay dividends, and in some states we have
made special undertakings that may limit the ability of our regulated subsidiaries to pay dividends. In addition, our subsidiaries' ability to make any payments to us will
also depend on their earnings, the terms of their indebtedness, business and tax considerations and other legal restrictions. We cannot assure you that our subsidiaries
will be able to pay dividends or otherwise contribute or distribute funds to us in an amount sufficient to pay the principal of or interest on the indebtedness owed by us.
Indebtedness could also limit our ability to pursue desirable business opportunities, and may affect our ability to maintain an investment grade rating for our
indebtedness.
We may also incur future debt obligations that might subject us to restrictive covenants that could affect our financial and operational flexibility. Our breach or failure to
comply with any of these covenants could result in a default under our credit agreements. If we default under our credit agreements, the lenders could cease to make
further extensions of credit or cause all of our outstanding debt obligations under our credit agreements to become immediately due and payable, together with accrued
and unpaid interest. If the indebtedness under the notes or our credit agreements is accelerated, we may be unable to repay or finance the amounts due.
The notes are not secured by any of our assets and any secured creditors would have a prior claim on our assets.
The notes are not secured by any of our assets. The terms of the indenture permit us to incur secured debt. If we become insolvent or are liquidated, or if payment under
any of the agreements governing our secured debt is accelerated, the lenders under our secured debt agreements will be entitled to exercise the remedies available to a
secured lender under applicable law and pursuant to agreements governing that debt. Accordingly, the lenders

S-5
10 of 51
8/1/2013 7:59 AM