Obligation AFLAC Inc 3.625% ( US001055AM48 ) en USD

AFLAC Inc

100 % ▼

Etats-unis

US001055AM48 ( en USD )

3.625% par an ( paiement semestriel )

14/11/2024 - Obligation échue

Prospectus brochure de l'obligation AFLAC Inc US001055AM48 en USD 3.625%, échue

2 000 USD

750 000 000 USD

001055AM4

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

L'Obligation émise par AFLAC Inc ( Etats-unis ) , en USD, avec le code ISIN US001055AM48, paye un coupon de 3.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/11/2024

L'Obligation émise par AFLAC Inc ( Etats-unis ) , en USD, avec le code ISIN US001055AM48, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par AFLAC Inc ( Etats-unis ) , en USD, avec le code ISIN US001055AM48, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 d809733d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-181089

M a x im um
T it le of Ea c h Cla ss of
Aggre ga t e
Am ount of
Se c urit ie s Offe re d

Offe ring Pric e

Re gist ra t ion Fe e (1 )
3.625% Senior Notes

$750,000,000

$87,150

Total

$750,000,000

$87,150

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents

Prospe c t us Supple m e nt t o Prospe c t us da t e d M a y 1 , 2 0 1 2 .
$750,000,000

Afla c I nc orpora t e d
3.625% Senior Notes due 2024

This is an offering by Aflac Incorporated of $750,000,000 principal amount of its 3.625% Senior Notes due 2024 (the "notes").
We will pay interest on the notes semi-annually in arrears on each May 15 and November 15, beginning on May 15, 2015. The
notes will mature on November 15, 2024.
We may redeem some or all of the notes at any time and from time to time before their maturity at the redemption price
discussed under the caption "Description of the Notes -- Optional redemption of the notes" in this prospectus supplement. The
notes will be our general unsecured obligations and will rank equally in right of payment with any of our existing and future
unsecured senior indebtedness. The notes will be issued only in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.

See "Risk Factors" beginning on page S-4 of this prospectus supplement, page 6 of the accompanying prospectus and
"Item 1A. Risk Factors" on page 12 of Aflac Incorporated's Annual Report on Form 10-K for the year ended December 31, 2013 to
read about factors you should consider before buying the notes.

N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny ot he r re gula t ory body ha s a pprove d or
disa pprove d of t he se se c urit ie s or pa sse d upon t he a c c ura c y or a de qua c y of t his prospe c t us supple m e nt or
t he a c c om pa nying prospe c t us. Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .

Proceeds
(before
expenses) to
Price to
Underwriting
Aflac

Public (1)

Discount

Incorporated
Per note

99.899%

0.65%

99.249%
Total

$749,242,500
$ 4,875,000
$744,367,500
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(1)
The price to public set forth above does not include accrued interest, if any. Interest on the notes will accrue from
November 7, 2014 and must be paid by the underwriters if the notes are delivered after November 7, 2014.
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes. The underwriters
expect to deliver the notes through the facilities of The Depository Trust Company for the accounts of its participants, which may
include Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., against payment in New York, New York on or
about November 7, 2014.
J oint Book -Running M a na ge rs

Goldm a n, Sa c hs & Co.

M izuho Se c urit ie s

M orga n St a nle y
We lls Fa rgo Se c urit ie s
Se nior Co-M a na ge rs

J .P. M orga n

BofA M e rrill Lync h

Cre dit Suisse
Co-M a na ge rs

BN Y M e llon
M U FG
SM BC N ik k o
Synovus Se c urit ie s, I nc .
Ca pit a l M a rk e t s, LLC

Prospectus Supplement dated November 4, 2014
Table of Contents
T ABLE OF CON T EN T S

Pa ge
Prospe c t us supple m e nt

About this Prospectus Supplement

ii
Prospectus Supplement Summary
S-1
The Offering
S-2
Risk Factors
S-4
Use of Proceeds
S-6
Capitalization
S-7
Ratio of Earnings to Fixed Charges
S-8
Description of the Notes
S-9
U.S. Federal Income Tax Consequences to Non-U.S. Holders
S-17
Underwriting
S-20
Validity of the Notes
S-24
Where You Can Find More Information
S-25

Pa ge
Prospe c t us

Cautionary Statement Regarding Forward-Looking Statements

3
Aflac Incorporated

4
General Description of Debt Securities

5
Risk Factors

6
Use of Proceeds

7
Ratio of Earnings to Fixed Charges

8
Description of Debt Securities

9
Registration, Transfer and Payment of Certificated Securities

19
Plan of Distribution

20
Where You Can Find More Information

22
Legal Matters

23
Experts

23
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this
prospectus supplement, the accompanying prospectus and any related free writing prospectus prepared by us. Neither we nor the
underwriters take responsibility for or provide assurance as to the reliability of, any other information that others may give you. This
prospectus supplement and the accompanying prospectus are an offer to sell only the notes offered hereby, but only under
circumstances and in jurisdictions where it is lawful to do so. The information contained or incorporated by reference in this
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prospectus supplement, the accompanying prospectus and any related free writing prospectus prepared by us is current only as of
their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

i
Table of Contents
ABOU T T H I S PROSPECT U S SU PPLEM EN T
This document is in two parts. The first part is this prospectus supplement, which describes the terms of the offering of the
notes and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by
reference into this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus,
which provides more general information. To the extent there is a conflict between the information contained in this prospectus
supplement, on the one hand, and the information contained in the accompanying prospectus or any document incorporated herein
and therein by reference, on the other hand, you should rely on the information contained in this prospectus supplement.
As used in this prospectus supplement, unless the context otherwise requires, references to "we", "us", "our" or "the
Company" refer to the consolidated operations of Aflac Incorporated, and its direct and indirect operating subsidiaries. "Parent
Company" refers solely to Aflac Incorporated. "Aflac" refers solely to our subsidiary, American Family Life Assurance Company of
Columbus, an insurance company domiciled in Nebraska. Aflac operates in the United States ("Aflac U.S.") and operates as a
branch in Japan ("Aflac Japan").
The functional currency of Aflac Japan's insurance operations is the Japanese yen. We translate our yen-denominated
financial statement accounts into U.S. dollars as follows. Assets and liabilities are translated at end-of-period exchange rates.
Realized gains and losses on security transactions are translated at the exchange rate on the trade date of each transaction. Other
revenues, expenses and cash flows are translated using average exchange rates for the year. The resulting currency translation
adjustments are reported in accumulated other comprehensive income. We include in earnings the realized currency exchange
gains and losses resulting from transactions.
Aflac Incorporated may, without notice to or consent of the holders of the notes, re-open this offering and issue additional
notes having the same ranking, interest rate, maturity date and other terms (except for the issue date, public offering price, and, if
applicable, the initial interest payment date) as the notes being offered by this prospectus supplement. The notes and the Senior
Debt Indenture under which the notes will be issued do not place any limitation on the amount of unsecured debt that may be
incurred by us. Any additional notes, together with the notes offered by this prospectus supplement, will constitute a single series of
debt securities under the Senior Debt Indenture.
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus. Neither we nor the underwriters have authorized anyone to provide you with additional or different
information. Neither we nor the underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale is
not permitted. You should assume that the information contained in this prospectus supplement, the accompanying prospectus and
the documents incorporated herein and therein by reference is accurate only as of their respective dates. Our business, financial
condition, results of operations and prospects may have changed since those dates.
The distribution of this prospectus supplement and the accompanying prospectus and the offer and sale of the notes in
certain jurisdictions may be restricted by law. The Company and the underwriters require persons into whose possession this
prospectus supplement and the accompanying prospectus come to inform themselves about and to observe any such restrictions.
This prospectus supplement and the accompanying prospectus do not constitute an offer of, or an invitation to purchase, any of the
notes in any jurisdiction in which such offer or invitation would be unlawful.

ii
Table of Contents
PROSPECT U S SU PPLEM EN T SU M M ARY
This summary highlights information contained elsewhere in this prospectus supplement, the accompanying prospectus and
the documents incorporated by reference. This summary sets forth the material terms of this offering, but does not contain all of
the information you should consider before investing in our notes. You should read carefully this entire prospectus supplement and
the accompanying prospectus, including the documents incorporated by reference herein and therein, before making an investment
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decision to purchase our notes, especially the risks of investing in our notes discussed under "Risk Factors" contained herein and
therein and, under "Item 1A. Risk Factors" on page 12 of our Annual Report on Form 10-K for the year ended December 31, 2013
(incorporated by reference herein) as well as the consolidated financial statements and notes to those consolidated financial
statements incorporated by reference herein and therein.
Afla c I nc orpora t e d
The Parent Company was incorporated in 1973 under the laws of the State of Georgia. The Parent Company is a general
business holding company and acts as a management company, overseeing the operations of its subsidiaries by providing
management services and making capital available. Its principal business is supplemental health and life insurance, which is
marketed and administered through its subsidiary, Aflac. Aflac operates in the United States (Aflac U.S.) and as a branch in Japan
(Aflac Japan). Most of Aflac's policies are individually underwritten and marketed through independent agents. Additionally, Aflac
U.S. markets and administers group products through Continental American Insurance Company (CAIC), referred to as Aflac Group
Insurance. Our insurance operations in the United States and our branch in Japan service the two markets for our insurance
business.
We believe Aflac is the world's leading underwriter of individually issued policies marketed at worksites. We offer voluntary
insurance policies in Japan and the United States that provide a layer of financial protection against income and asset loss. We
continue to diversify our product offerings in both Japan and the United States. Aflac Japan sells voluntary supplemental insurance
products, including cancer plans, general medical indemnity plans, medical/sickness riders, care plans, living benefit life plans,
ordinary life insurance plans and annuities. Aflac U.S. sells voluntary supplemental insurance products including products designed
to protect individuals from depletion of assets (accident, cancer, critical illness/ critical care, hospital intensive care, hospital
indemnity, fixed-benefit dental, and vision care plans) and loss-of-income products (life and short-term disability plans).
We are authorized to conduct insurance business in all 50 states, the District of Columbia, several U.S. territories and Japan.
Aflac Japan's revenues, including realized gains and losses on its investment portfolio, accounted for 74% of the Company's total
revenues in 2013, compared with 77% in 2012 and 75% in 2011, and accounted for 74% and 75% of the Company's total
revenues in the nine-month periods ended September 30, 2014, and 2013, respectively. The percentage of the Company's total
assets attributable to Aflac Japan was 85% at December 31, 2013 and 87% at December 31, 2012, and 85% at September 30,
2014.
Our principal executive offices are located at 1932 Wynnton Road, Columbus, Georgia 31999, and our telephone number is
(706) 323-3431.

S-1
Table of Contents
T H E OFFERI N G

Issuer
Aflac Incorporated.

Securities
$750,000,000 aggregate principal amount of 3.625% Senior
Notes due 2024.

Date of Maturity
The notes will mature on November 15, 2024.

Interest
The notes will bear interest at 3.625% per annum, payable
semi-annually in arrears on May 15 and November 15 of
each year, beginning on May 15, 2015.

Ranking
The notes are our unsecured obligations and will rank
equally with all of our other unsecured senior indebtedness
from time to time outstanding.

Optional Redemption
We may redeem the notes in whole or in part at any time at
the redemption price described in the section in this
prospectus supplement entitled "Description of the Notes--
Optional redemption of the notes".

Certain Covenants
The indenture under which the notes will be issued contains
covenants that impose conditions on our ability to create
liens on any capital stock of our restricted subsidiaries (as
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defined under "Description of Debt Securities" in the
accompanying prospectus) or engage in sales of the capital
stock of our restricted subsidiaries.

Events of Default
Events of default generally include failure to pay principal or
any premium, failure to pay interest, failure to pay any
sinking fund installment, failure to observe or perform any
other covenants or agreement in the notes or indenture,
certain events of bankruptcy, insolvency, or reorganization,
or certain defaults of the Parent Company debt.

Listing
The notes will not be listed on any securities exchange.
Currently there is no public market for the notes.

Use of Proceeds
We estimate that the net proceeds to us from this offering
will be approximately $744,117,500 after deducting
underwriting discounts and estimated offering expenses. We
intend to use the net proceeds for general corporate
purposes, including capital contributions to subsidiaries, if
needed.

S-2
Table of Contents
Risk Factors
You should carefully consider all information set forth and
incorporated by reference in this prospectus supplement
and the accompanying prospectus and, in particular,
should carefully read the section entitled "Risk Factors" in
this prospectus supplement and the accompanying
prospectus and the section entitled "Item 1A. Risk Factors"
on page 12 of our Annual Report on Form 10-K for the
year ended December 31, 2013 before purchasing any of
the notes.

Trustee
The Bank of New York Mellon Trust Company, N.A.

Governing Law
The notes will be governed by the laws of the State of
New York.

S-3
Table of Contents
RI SK FACT ORS
Investing in our notes involves risk. Please see the risk factors described in "Item 1A. Risk Factors" on page 12 of our
Annual Report on Form 10-K for the year ended December 31, 2013, which are incorporated by reference in this prospectus
supplement. Before making an investment decision, you should carefully consider these risks as well as other information we
include or incorporate by reference in this prospectus supplement and the accompanying prospectus. The risks and uncertainties
we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently
deem immaterial may also affect our business operations. These risks could materially affect our business, results of operations or
financial condition and cause the value of our securities to decline. You could lose all or part of your investment.
Risk s re la t ing t o our se nior de bt
Because the notes will be issued by the Parent Company, which is a holding company, the notes will be structurally
subordinated to the obligations of our subsidiaries.
The Parent Company is a holding company whose assets primarily consist of the capital stock of its subsidiaries. Because
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the Parent Company is a holding company, holders of the notes will have a junior position to the claims of creditors of its
subsidiaries on their assets and earnings. The notes will be unsecured and unsubordinated obligations and will:

Y rank equally in right of payment with all of our other unsecured and unsubordinated senior indebtedness, including other

senior unsecured indebtedness issued under the indenture under which the notes will be issued;

Y be effectively subordinated in right of payment to all our secured indebtedness to the extent of the value of the assets

securing such indebtedness;

Y be effectively subordinated to all existing and future obligations (including insurance obligations) of our subsidiaries; and

Y not be guaranteed by any of our subsidiaries.
At September 30, 2014, the aggregate amount of our outstanding consolidated indebtedness was $4,558 million, of which
none was secured. All unsecured indebtedness of the Parent Company would rank equally in right of payment with the notes. All
obligations (including insurance obligations) of our subsidiaries would be effectively senior to the notes. At September 30, 2014, the
consolidated obligations of our subsidiaries reflected on our balance sheet were approximately $109,400 million.
Furthermore, in the event of insolvency, bankruptcy, liquidation, dissolution, receivership, reorganization or similar event
involving a subsidiary, the assets of that subsidiary would be used to satisfy claims of policyholders and creditors of the subsidiary
rather than the Parent Company's creditors. As a result of the application of the subsidiary's assets to satisfy claims of
policyholders and creditors, the value of the stock of the subsidiary would be diminished and perhaps rendered worthless. Any such
diminution in the value of the shares of the Parent Company's subsidiaries would adversely impact its financial condition and
possibly impair its ability to meet its obligations on the debt securities. In addition, any liquidation of the assets of the Parent
Company's subsidiaries (Aflac U.S., in particular) to satisfy claims of such subsidiary's policyholders and creditors might make it
impossible for such subsidiary to pay dividends to the Parent Company. Likewise, any inability of Aflac Japan to repatriate earnings
to Aflac may also limit Aflac's ability to pay dividends to the Parent Company. This inability to pay dividends would further impair the
Parent Company's ability to satisfy its obligations under the notes.

S-4
Table of Contents
The indenture under which the notes will be issued will contain only limited protection for holders of the notes in the
event the Parent Company is involved in a highly leveraged transaction, reorganization, restructuring, merger or similar
transaction in the future.
The indenture under which the notes will be issued may not sufficiently protect holders of notes in the event the Parent
Company is involved in a highly leveraged transaction, reorganization, restructuring, merger or similar transaction. The indenture
will not contain any provisions restricting the Parent Company's ability to:

Y incur additional debt, including debt senior in right of payment to the notes;

Y pay dividends on or purchase or redeem capital stock;

Y sell assets (other than certain restrictions on the Parent Company's ability to consolidate, merge or sell all or substantially

all of its assets and its ability to sell the stock of certain subsidiaries);

Y enter into transactions with affiliates;

Y create liens (other than certain limitations on creating liens on the stock of certain subsidiaries) or enter into sale and

leaseback transactions; or

Y create restrictions on the payment of dividends or other amounts to the Parent Company from its subsidiaries.
Additionally, the indenture will not require the Parent Company to offer to purchase the notes in connection with a change of
control or require that the Parent Company adhere to any financial tests or ratios or specified levels of net worth. The Parent
Company's ability to recapitalize, incur additional debt and take a number of other actions that are not limited by the terms of the
notes could have the effect of diminishing the Parent Company's ability to make payments on the notes when due.
An active trading market for the notes may not develop.
The notes are new issues of securities with no established trading market, and we do not intend to list the notes on any
securities exchange or for quotation in any automated dealer quotation system. We have been informed by the underwriters that
they intend to make a market in the notes after the offering is completed. However, the underwriters may cease their market-
making at any time. In addition, the liquidity of the trading market in the notes, and the market price quoted for the notes, may be
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adversely affected by changes in the overall market for fixed income securities and by changes in our financial performance or
prospects or in the prospects for companies in our industry generally. In addition, such market-making activity will be subject to
limits imposed by the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). As a result, you cannot be sure that an active trading market will develop for the notes. If no active
trading market develops, you may not be able to resell your notes at their fair market value or at all.
Increases in the prevailing interest rate environment could adversely impact the trading price of the notes.
The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in
the future, and increases in the prevailing interest rate environment could have an adverse effect on the trading price of the notes.

S-5
Table of Contents
U SE OF PROCEEDS
We estimate that the net proceeds to us from this offering will be approximately $744,117,500 after deducting underwriting
discounts and estimated offering expenses. We intend to use the net proceeds from this offering for general corporate purposes,
including capital contributions to subsidiaries, if needed.

S-6
Table of Contents
CAPI T ALI Z AT I ON
The following table sets forth our cash and cash equivalents and our consolidated capitalization as of September 30, 2014 on
an actual basis and as adjusted to give effect to the offering of the notes and the planned use of proceeds. See "Use of Proceeds".
You should read the information in this table together with our consolidated financial statements and the related notes in our
Quarterly Report on Form 10-Q for the period ended September 30, 2014, which is incorporated herein by reference.

As of Se pt e m be r 3 0 ,

2 0 1 4

Ac t ua l
As a djust e d

(I n m illions)

Cash and Cash Equivalents

$ 2,666
$
3,410

Short-term Debt

--

--
Long-term Debt

4,558

5,308
Total Debt

4,558

5,308
Shareholders' Equity

Common Stock, at Par Value

67

67
Additional Paid-in Capital

1,726

1,726
Retained Earnings

21,628

21,628
Accumulated Other Comprehensive Income

Unrealized Foreign Currency Translation Gains (Losses)

(1,805)

(1,805)
Unrealized Gains (Losses) on Investment Securities

3,402

3,402
Unrealized Gains (Losses) on Derivatives

(17)

(17)
Pension Liability Adjustment

(80)

(80)
Treasury Stock, at Average Cost

(7,068)

(7,068)
Total Shareholders' Equity

17,853

17,853
Total Capitalization

$22,411
$
23,161

S-7
Table of Contents
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RAT I O OF EARN I N GS T O FI X ED CH ARGES
The following table sets forth our ratio of earnings to fixed charges for each of the periods indicated. For the purpose of
computing the below ratios, earnings consist of income from continuing operations before income taxes excluding interest expense
on income tax liabilities, plus fixed charges. Fixed charges consist of interest expense, excluding interest expense on income tax
liabilities, interest on investment-type contracts and such portion of rental expense as is estimated to be representative of the
interest factors in the leases, all on a pre-tax basis.

N ine m ont hs
e nde d
Y e a r e nde d
Y e a r e nde d
Y e a r e nde d
Y e a r e nde d
Y e a r e nde d
Se pt e m be r 3 0 ,
De c e m be r 3 1 ,
De c e m be r 3 1 ,
De c e m be r 3 1 ,
De c e m be r 3 1 ,
De c e m be r 3 1 ,

2 0 1 4

2 0 1 3

2 0 1 2

2 0 1 1

2 0 1 0

2 0 0 9

Ratio of Earnings to
Fixed Charges

13.1x

14.8x

14.4x

13.0x

19.7x

21.7x

S-8
Table of Contents
DESCRI PT I ON OF T H E N OT ES
Set forth below is a description of the specific terms of the notes. This description supplements, and should be read together
with, the description of the general terms and provisions of the securities set forth in the accompanying prospectus under the
caption "Description of Debt Securities". The following description does not purport to be complete and is subject to, and qualified
in its entirety by reference to, the indenture dated as of May 21, 2009, as supplemented by a ninth supplemental indenture for the
notes, which we collectively refer to as the "Senior Debt Indenture", between Aflac Incorporated, as issuer, and The Bank of New
York Mellon Trust Company, N.A., as trustee, which we refer to as the "Trustee", pursuant to which the notes will be issued. All
capitalized terms herein that are not defined within this prospectus supplement shall have the same meanings as defined in the
Senior Debt Indenture. As used in this "Description of the Notes" section, unless the context otherwise requires, references to "we",
"us", "our" or "the Company" refer to Aflac Incorporated.
Ge ne ra l
The notes will be issued as a series of senior debt securities under the Senior Debt Indenture and will be limited in
aggregate principal amount to $750,000,000. The notes will be issued only in denominations of $2,000 and integral multiples of
$1,000 in excess thereof. Payments of principal of, and interest on, the notes will be made in U.S. dollars. The provisions of the
Senior Debt Indenture pertaining to satisfaction and discharge of the indenture and unclaimed moneys will apply to the notes.
Aflac Incorporated may, without notice to or consent of the holders of the notes, re-open this offering and issue additional
notes having the same ranking, interest rate, maturity date and other terms (except for the issue date, public offering price, and, if
applicable, the initial interest payment date) as the notes being offered by this prospectus supplement. The notes and the Senior
Debt Indenture under which the notes will be issued do not place any limitation on the amount of unsecured debt that may be
incurred by us. Any additional notes, together with the notes offered by this prospectus supplement, will constitute a single series of
debt securities under the Senior Debt Indenture.
The notes are our unsecured obligations and will rank equally and pari passu with all of our other unsecured senior
indebtedness from time to time outstanding.
M a t urit y
The entire principal amount of the notes will mature and become due and payable, together with any accrued and unpaid
interest thereon, on November 15, 2024.
I nt e re st
Each note will bear interest at 3.625% per year, from the most recent date on which interest has been paid or duly provided
for or, if no interest has been paid, from the date of original issuance until such principal amount or overdue installment is paid or
made available for payment. We will pay interest semi-annually in arrears on May 15 and November 15 of each year, beginning on
May 15, 2015, each of which we refer to as an interest payment date.
Interest payments for the notes shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day
months. In the event that any date on which interest is payable on the notes is not a business day, then payment of the interest
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payable on such date will be made on the next succeeding day that is a business day (and without any interest or other payment in
respect of any such delay), except that, if such next succeeding business day is in the next succeeding calendar

S-9
Table of Contents
year, such payment will be made on the immediately preceding business day, in each case with the same force and effect as if
such payment was made on the date such payment was originally payable.
The interest payable by us on a note on any interest payment date and on the maturity date, subject to certain exceptions,
will be paid to the person in whose name such note is registered at the close of business on May 1 or November 1 immediately
preceding such interest payment date, whether or not a business day. However, interest that we pay on the maturity date or a
Redemption Date (as defined below) will be payable to the person to whom the principal will be payable.
Opt iona l re de m pt ion of t he not e s
The notes will be redeemable, at the sole option of the Company, in whole at any time or in part from time to time (a
"Redemption Date"), at a redemption price (the "Redemption Price") equal to the greater of (1) 100% of the aggregate principal
amount of the notes to be redeemed and (2) an amount equal to the sum of the present values of the remaining scheduled
payments for principal of and interest on the notes to be redeemed, not including any portion of the payments of interest accrued
as of such Redemption Date, discounted to such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus 20 basis points; plus, in each case (1) and (2), accrued and unpaid interest on
the principal amount of the notes to be redeemed to, but excluding, such Redemption Date.
"Treasury Rate" means (1) the yield, under the heading which represents the average for the immediately preceding week,
appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States
Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities", for the maturity corresponding
to the Comparable Treasury Issue (if no maturity is within three months before or after the remaining life, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will
be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month), or (2) if such release (or
any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate
per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such
Redemption Date. The Treasury Rate shall be calculated on the third business day preceding the Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker
as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the notes.
"Independent Investment Banker" means one of Goldman, Sachs & Co., Mizuho Securities USA Inc., Morgan Stanley &
Co. LLC and Wells Fargo Securities, LLC and their successors, appointed by the Company or, if such firm is unwilling or unable to
select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the
Company.
"Comparable Treasury Price" means with respect to any Redemption Date for the notes (1) the average of five Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (2) if the Company obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such
quotations.

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"Reference Treasury Dealer" means each of (i) Goldman, Sachs & Co., Mizuho Securities USA Inc., Morgan Stanley & Co.
LLC and a Primary Treasury Dealer (as herein defined) selected by Wells Fargo Securities, LLC and their respective successors;
and (ii) two other primary U.S. government securities dealers (each a "Primary Treasury Dealer"), as specified by the Company;
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424B2
provided that if any of the foregoing or their respective successors or any Primary Treasury Dealer as specified by the Company
shall cease to be a Primary Treasury Dealer, the Company will substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to the Reference Treasury Dealer and any Redemption Date,
the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue
(expressed, in each case, as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such
Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such Redemption Date.
The Company will notify the Trustee of the Redemption Price with respect to the foregoing redemption promptly after the
calculation thereof. The Trustee will not be responsible for calculating said Redemption Price.
Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to
accrue on the notes or portions of the notes called for redemption.
If less than all of the notes are to be redeemed, the principal amount of such notes held by each beneficial owner of such
notes to be redeemed will be selected in accordance with the procedures of DTC. The Trustee may select notes and portions of
notes in amounts of $2,000 and whole multiples of $1,000 in excess thereof.
On and after the Redemption Date, interest will cease to accrue on the notes or any portion of the notes called for
redemption, unless we default in the payment of the Redemption Price.
T ra nsfe r
No service charge will be made for any registration of transfer or exchange of notes, but payment will be required of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.
Ce rt a in c ove na nt s
The Senior Debt Indenture does not contain any provisions that will restrict the Company from incurring, assuming or
becoming liable with respect to any indebtedness or other obligations, whether secured or unsecured, or from paying dividends or
making other distributions on its capital stock or purchasing or redeeming its capital stock. The Senior Debt Indenture does not
contain any financial ratios or specified levels of net worth or liquidity to which the Company must adhere. In addition, the Senior
Debt Indenture does not contain any provision that would require that the Company repurchase or redeem or otherwise modify the
terms of any of the notes upon a change in control or other events involving the Company which may adversely affect the
creditworthiness of the notes.
The Company is not required pursuant to the Senior Debt Indenture to repurchase the notes, in whole or in part, with the
proceeds of any sale, transfer or other disposition of any shares of capital stock of any restricted subsidiary (or of any subsidiary
having any direct or indirect control of any restricted subsidiary). Further, the Senior Debt Indenture does not provide for any
restrictions on the Company's use of such proceeds.

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For a discussion of the covenants contained in the Senior Debt Indenture, including those imposing limitations on liens on
restricted subsidiaries and dispositions of stock of restricted subsidiaries, see "Description of Debt Securities -- Covenants
Applicable to the Debt Securities" in the accompanying prospectus.
Book -e nt ry syst e m
The Depository Trust Company, or DTC, which we refer to along with its successors in this capacity as the depositary, will
act as securities depositary for the notes. The notes will be issued only as fully registered securities registered in the name of
Cede & Co., the depositary's nominee. One or more fully registered global notes, representing the total aggregate principal amount
of the notes, will be issued and will be deposited with the depositary or its custodian and will bear a legend regarding the
restrictions on exchanges and registration of transfer referred to below.
The laws of some jurisdictions may require that some purchasers of securities take physical delivery of securities in definitive
form. These laws may impair the ability to transfer beneficial interests in the notes so long as the notes are represented by global
notes.
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