Debt

The carrying value of long-term debt as of September 30, 2013 and December 31, 2012 consists of the following:



	September 30, 2013			December 31, 2012
Senior unsecured notes:
6.000%, face amount of $400.0, due 2014	$	—		$	399.8
5.000%, face amount of $500.0, due 2014	527.6			535.9
1.250%, face amount of $625.0, due 2015	624.8			624.8
5.250%, face amount of $1,100.0, due 2016	1,109.6			1,114.0
2.375%, face amount of $400.0, due 2017	399.3			401.5
5.875%, face amount of $700.0, due 2017	545.0			697.4
1.875%, face amount of $625.0, due 2018	612.7			625.2
2.300%, face amount of $650.0, due 2018	647.3			—
7.500%, face amount of $475.0, due 2019	—			556.9
7.000%, face amount of $600.0, due 2019	452.8			599.3
4.350%, face amount of $700.0, due 2020	690.8			701.0
3.700%, face amount of $700.0, due 2021	699.3			699.3
3.125%, face amount of $850.0, due 2022	846.2			845.9
3.300%, face amount of $1,000.0, due 2023	996.9			996.7
5.950%, face amount of $500.0, due 2034	447.3			498.8
5.850%, face amount of $900.0, due 2036	775.6			895.7
6.375%, face amount of $800.0, due 2037	651.4			796.7
5.800%, face amount of $300.0, due 2040	216.2			296.8
4.625%, face amount of $900.0, due 2042	893.8			893.7
4.650%, face amount of $1,000.0, due 2043	994.3			994.2
5.100%, face amount of $600.0, due 2044	599.2			—
Senior convertible debentures:
2.750%, face amount of $1,500.0, due 2042	964.0			958.1
Surplus notes:
9.000%, face amount of $25.1, due 2027	25.0			25.0
Variable rate debt:
Commercial paper program	794.9			570.9
Capital leases	0.1			0.3
Total long-term debt	14,514.1			14,727.9
Current portion of long-term debt	(0.1		)	(557.1		)
Long-term debt, less current portion	$	14,514.0		$	14,170.8

On September 5, 2013, we redeemed the $400.0 outstanding principal balance of our 6.000% senior unsecured notes due 2014, plus applicable premium for early redemption and accrued and unpaid interest up to but not including the redemption date, for cash totaling $411.0. We recognized a loss on extinguishment of debt of $10.0 for the redemption of these notes.

On July 30, 2013, we initiated a cash tender offer and consent solicitation to purchase up to $300.0 aggregate principal amount of our outstanding 5.875% Notes due 2017 and 7.000% Notes due 2019 (the “First Tranche Offer”) and to purchase up to $300.0 aggregate principal amount of our outstanding 5.950% Notes due 2034, 5.850% Notes due 2036, 6.375% Notes due 2037 and 5.800% Notes due 2040 (the “Second Tranche Offer”), collectively, the “Tender Offers”. The Tender Offers were each subject to increase up to an additional $100.0 at our election. On August 12, 2013, we increased the Second Tranche Offer to $400.0 and on August 13, 2013 we repurchased $300.0 of the First Tranche Notes and $400.0 of the Second Tranche Notes for cash totaling $837.7. Holders who tendered their notes prior to the early tender date received the principal amounts, applicable premium for early redemption and accrued and unpaid interest up to but not including the early tender offer settlement date. We recognized a loss on extinguishment of debt of $135.3 for the repurchase of these notes.

On July 30, 2013, we issued $650.0 of 2.300% notes due 2018 and $600.0 of 5.100% notes due 2044 under our shelf registration statement. We used the proceeds from this offering in part to fund the purchase price of the 6.000% senior unsecured notes and the Tender Offers, discussed above, and intend to use the remaining net proceeds from the offerings for general corporate purposes. Interest on the notes will be payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2014. The notes have a call feature that allows us to repurchase the notes at any time at our option and a put feature that allows the trustee or the holders of 25% of the principal amount of the notes to require us to repurchase the notes if an event of default occurs under the Indenture and has not been cured.

As a result of our acquisition of Amerigroup on December 24, 2012, the carrying amount of Amerigroup’s $475.0 of 7.500% senior unsecured notes due 2019 was included in our consolidated balance sheet as of December 31, 2012. In accordance with FASB accounting guidance for business combinations, the notes were recorded at their estimated fair value of $556.9 on the date of acquisition. On January 25, 2013 we redeemed the outstanding principal balance of these notes, plus applicable premium for early redemption, for cash totaling $555.6. The weighted-average redemption price of the notes was approximately 117% of the principal amount outstanding.

We have a senior revolving credit facility, or the Facility, with certain lenders for general corporate purposes. The Facility, as amended, provides credit up to $2,000.0, and matures on September 29, 2016. There were no amounts outstanding under this Facility as of September 30, 2013 or at any time during the three and nine months then ended.

We have an authorized commercial paper program of up to $2,500.0, the proceeds of which may be used for general corporate purposes. At September 30, 2013, we had $794.9 outstanding under this program.

We have issued senior convertible debentures due 2042, or the Debentures, which are governed by an indenture between us and The Bank of New York Mellon Trust Company, N.A., as trustee. We have accounted for the Debentures in accordance with the FASB cash conversion guidance for debt with conversion and other options. As a result, the value of the embedded conversion option has been bifurcated from its debt host and recorded as a component of “additional paid-in capital” (net of deferred taxes and equity issuance costs) in our consolidated balance sheets. The following table summarizes at September 30, 2013 the related balances, conversion rate and conversion price of the Debentures:




Outstanding principal amount	$	1,500.0
Unamortized debt discount	536.0
Net debt carrying amount	964.0
Equity component carrying amount	543.6
Conversion rate (shares of common stock per $1,000 of principal amount)	13.2790
Effective conversion price (per $1,000 of principal amount)	$	75.3065