Bond Interstate Energy & Lighting 3.25% ( US461070AL87 ) in USD

Interstate Energy & Lighting

100 % ▼

United States

US461070AL87 ( in USD )

3.25% per year ( payment 2 times a year)

01/12/2024 - Bond has expired

Prospectus brochure of the bond Interstate Power and Light US461070AL87 in USD 3.25%, expired

1 000 USD

250 000 000 USD

461070AL8

A- ( Upper medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

Interstate Power and Light (IPL) was a public utility company serving eastern Nebraska and western Iowa before its merger with Central Iowa Power Cooperative in 1998, resulting in the formation of Central Iowa Power Cooperative.

Interstate Power and Light's US$250,000,000 3.25% bond (CUSIP: 461070AL8, ISIN: US461070AL87), issued in USD and maturing on 01/12/2024, with a minimum purchase size of $1,000 and a semi-annual coupon payment, has reached maturity and been redeemed at 100%, carrying S&P and Moody's ratings of A- and Baa1 respectively.

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424B5 1 d821494d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-178577-02

Prospectus Supplement
(To Prospectus dated December 16, 2011)
$250,000,000
Interstate Power and Light Company
3.25% Senior Debentures due 2024
We will pay interest on the senior debentures on June 1 and December 1 of each year, beginning on June 1, 2015. The senior debentures will
mature on December 1, 2024. We may redeem some or all of the senior debentures at any time and from time to time at the redemption prices
described in this prospectus supplement.
The senior debentures will be our unsecured senior obligations and rank equally with our other unsecured senior indebtedness from time to
time outstanding. The senior debentures will be issued only in registered form in minimum denominations of $1,000 and integral multiples of
$1,000 in excess thereof, and will not be listed on any securities exchange.
Investing in the senior debentures involves risks. See "Risk Factors" beginning on page 23 of our Annual Report on Form 10-K for
the year ended December 31, 2013, as such discussion may be amended or updated in other reports filed by us with the Securities and
Exchange Commission. These Risk Factors, as amended or updated, are incorporated by reference herein.

Per

Debenture

Total

Public offering price(1)

99.255%
$248,137,500
Underwriting discount

0.65%
$
1,625,000
Proceeds, before expenses, to Interstate Power and Light Company(1)

98.605%
$246,512,500

(1)
Plus accrued interest, if any, from November 24, 2014, 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 debentures will be available for delivery in book-entry form only through The Depository Trust Company on or about November 24,
2014.

Joint Book-Running Managers

Barclays

BNY Mellon Capital Markets, LLC
Goldman, Sachs & Co.

Co-Managers

Baird

Ramirez & Co., Inc.

The Williams Capital Group, L.P.

The date of this prospectus supplement is November 17, 2014.
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TABLE OF CONTENTS
Prospectus Supplement

Page
About this Prospectus Supplement

ii
Forward-Looking Statements

iii
Prospectus Supplement Summary
S-1
Use of Proceeds
S-5
Capitalization
S-5
The Company
S-6
Description of Senior Debentures
S-7
Underwriting
S-12
Legal Matters
S-14
Experts
S-14
Prospectus

Page
About this Prospectus

1
Forward-Looking Statements

1
Interstate Power and Light Company

2
Risk Factors

2
Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements

3
Use of Proceeds

3
Description of Preferred Stock

3
Description of Debt Securities

5
Plan of Distribution

13
Where You Can Find More Information

15
Legal Matters

16
Experts

16

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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second
part, the accompanying prospectus, gives more general information, some of which may not apply to this offering. You should read the entire
prospectus supplement, as well as the accompanying prospectus and the documents incorporated by reference that are described under "Where You
Can Find More Information" in the accompanying prospectus. Some of these documents, however, are filed on a combined basis with our parent,
Alliant Energy Corporation, and its direct subsidiary, Wisconsin Power and Light Company. Information contained in these documents relating to
those entities is filed by them on their own behalf and not by us and is not incorporated by reference in this prospectus supplement or the
accompanying prospectus. The senior debentures are not obligations of, or guaranteed by, Alliant Energy Corporation or Wisconsin Power and
Light Company and you should not rely on that information when deciding whether to invest in our senior debentures. In the event that the
description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information
contained in this prospectus supplement.
You should rely only on the information relating solely to Interstate Power and Light Company contained or incorporated by reference in this
prospectus supplement and the accompanying prospectus. We have not, and the underwriters have not, authorized any other person to provide you
with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the
underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the
information appearing in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference is accurate only
as of the respective dates of those documents in which the information is contained. Our business, financial condition, results of operations and
prospects may have changed since any such date.
Unless we otherwise indicate or unless the context requires otherwise, all references in this prospectus supplement to "we," "our," "us" or
similar references mean Interstate Power and Light Company.
Our principal executive offices are located at Alliant Energy Tower, 200 First Street, SE, Cedar Rapids, Iowa 52401, and our telephone
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number is (319) 786-4411.

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FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the information incorporated by reference herein or therein contain forward-
looking statements intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. All
statements, other than statements of historical fact, included in this prospectus supplement, the accompanying prospectus or incorporated by
reference herein or therein, including statements regarding anticipated financial performance, business strategy and management's plans and
objectives for future operations, are forward-looking statements. These forward-looking statements can be identified as such because the
statements generally include words such as "may," "believe," "expect," "anticipate," "plan," "project," "will," "projections," "estimate," or other
similar expressions. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ
materially from those expressed in, or implied by, these statements. Readers are cautioned not to place undue reliance on these forward-looking
statements. All forward-looking statements included in this prospectus supplement, the accompanying prospectus or in any document incorporated
by reference herein or therein speak only as of the date of this prospectus supplement, the accompanying prospectus or the document incorporated
by reference, as the case may be. Additional information concerning factors that could cause actual results to differ materially from those in the
forward-looking statements is contained under "Risk Factors" on page 2 of the accompanying prospectus and in other documents that we file from
time to time with the U.S. Securities and Exchange Commission ("SEC") that are incorporated by reference into this prospectus supplement and
the accompanying prospectus, including, but not limited to, the risk factor disclosure beginning on page 23 of our Annual Report on Form 10-K for
the fiscal year ended December 31, 2013. Some, but not all, of the risks and uncertainties that could materially affect actual results include the
following:

·
federal and state regulatory or governmental actions, including the impact of energy, tax, financial and health care legislation, and of

regulatory agency orders;

·
our ability to obtain adequate and timely rate relief to allow for, among other things, the recovery of fuel costs, operating costs,

transmission costs, deferred expenditures, capital expenditures, and remaining costs related to electric generating units ("EGUs") that
may be permanently closed, earning our authorized rates of return, and the payments to our parent of expected levels of dividends;

·
the ability to continue cost controls and operational efficiencies;

·
the impact of our retail electric base rate freeze in Iowa during 2014 through 2016;

·
weather effects on results of utility operations, including impacts of temperature changes in our service territory on customers' demand

for electricity and gas;

·
the impact of the economy in our service territory and the resulting impacts on sales volumes, margins and the ability to collect unpaid

bills;

·
the impact of distributed generation, including alternative electric suppliers, in our service territory on system reliability, operating

expenses and customers' demand for electricity;

·
the impact of energy efficiency, franchise retention and customer-owned generation on sales volumes and margins;

·
developments that adversely impact our ability to implement our strategic plan, including unanticipated issues with new emission
controls equipment for our various coal-fired EGUs, construction of Marshalltown, various replacements and expansion of our natural

gas distribution systems, the potential decommissioning of certain of our EGUs, and the anticipated sales of our electric and gas
distribution assets in Minnesota;

·
issues related to the availability of EGUs and the supply and delivery of fuel and purchased electricity and the price thereof, including

the ability to recover and to retain the recovery of purchased power, fuel and fuel-related costs through rates in a timely manner;

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·
the impact that price changes may have on our customers' demand for utility services and their ability to pay their bills;

·
issues associated with environmental remediation and environmental compliance, future changes in environmental laws and
regulations, including the United States of America Environmental Protection Agency's (the "EPA's") recently issued proposed

regulations for carbon dioxide emissions reductions from existing fossil-fueled EGUs under Section 111(d) of the Clean Air Act, and
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litigation associated with environmental requirements;

·
the ability to defend against environmental claims brought by state and federal agencies, such as the EPA, or third parties, such as the

Sierra Club, and the impact on operating expenses of defending and resolving such claims;

·
the ability to recover through rates all environmental compliance and remediation costs, including costs for projects put on hold due to

uncertainty of future environmental laws and regulations;

·
impacts that storms or natural disasters in our service territory may have on our operations and recovery of, and rate relief for, costs

associated with restoration activities;

·
the direct or indirect effects resulting from terrorist incidents, including physical attacks and cyber attacks, or responses to such

incidents;

·
the impact of penalties or third-party claims related to, or in connection with, a failure to maintain the security of personally identifiable

information, including associated costs to notify affected persons and to mitigate their information security concerns;

·
the direct or indirect effects resulting from breakdown or failure of equipment in the operation of our natural gas distribution systems,

such as leaks, explosions and mechanical problems, and compliance with natural gas distribution safety regulations, such as those that
may be issued by the Pipeline and Hazardous Materials Safety Administration;

·
impacts of future tax benefits from deductions for repairs expenditures and allocation of mixed service costs and temporary differences

from historical tax benefits from such deductions that are included in rates when the differences reverse in future periods;

·
continued access to the capital markets on competitive terms and rates, and the actions of credit rating agencies;

·
inflation and interest rates;

·
changes to the creditworthiness of counterparties with which we have contractual arrangements, including participants in the energy

markets and fuel suppliers and transporters;

·
issues related to electric transmission, including operating in Regional Transmission Organizations ("RTOs") energy and ancillary

services markets, the impacts of potential future billing adjustments and cost allocation changes from RTOs and recovery of costs
incurred;

·
unplanned outages, transmission constraints or operational issues impacting fossil or renewable EGUs and risks related to recovery of

resulting incremental costs through rates;

·
current or future litigation, regulatory investigations, proceedings or inquiries;

·
employee workforce factors, including changes in key executives, collective bargaining agreements and negotiations, work stoppages or

restructurings;

·
access to technological developments;

·
material changes in retirement and benefit plan costs;

·
the impact of performance-based compensation plans accruals;

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·
the effect of accounting pronouncements issued periodically by standard-setting bodies, including a new revenue recognition standard;

·
the impact of changes to production tax credits for wind projects;

·
the impact of adjustments made to deferred tax assets and liabilities from state apportionment assumptions;

·
the ability to utilize tax credits and net operating losses generated to date, and those that may be generated in the future, before they

expire;

·
the ability to successfully complete tax audits, changes in tax accounting methods, including changes required by new tangible property

regulations, and appeals with no material impact on earnings and cash flows; and

·
other factors listed in Management's Discussion and Analysis of Financial Condition and Results of Operations in the combined

Quarterly Report on Form 10-Q and Annual Report on Form 10-K filed by Alliant Energy Corporation, Wisconsin Power and Light
Company and us for the quarter ended September 30, 2014 and the year ended December 31, 2013, respectively.
We assume no obligation, and disclaim any duty, to update the forward-looking statements, except as required by law.

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Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement and the accompanying prospectus. This
summary may not contain all of the information that may be important to you. You should read this entire prospectus supplement and the
accompanying prospectus carefully before making a decision to invest in our senior debentures.
Our Company
We are a public utility serving customers in Iowa and southern Minnesota. We are engaged principally in:

· the generation and distribution of electricity in selective markets in Iowa and southern Minnesota;

· the distribution and transportation of natural gas in selective markets in Iowa and southern Minnesota; and

· the generation and distribution of steam for two customers in Cedar Rapids, Iowa, and various other energy-related products and

services.
As of December 31, 2013, we served 528,355 retail electric customers in 752 communities and 234,563 retail gas customers in 243
communities.
All of our common stock is owned by Alliant Energy Corporation, a regulated investor-owned public utility holding company with
subsidiaries, including us, serving primarily electricity and natural gas customers in the Midwest.
In September 2013, we signed definitive agreements to sell our Minnesota electric distribution assets (the "Electric Sale") and our
Minnesota natural gas distribution assets (the "Natural Gas Sale"). The closing of each sale is subject to receipt of all necessary federal and
state regulatory approvals, including certain approvals from the Minnesota Public Utilities Commission, or MPUC, the Federal Energy
Regulatory Commission, or FERC, and the Iowa Utilities Board, or IUB, as applicable, and other customary closing conditions. In November
2014, the MPUC issued an oral decision approving the Natural Gas Sale, and we expect to complete the sale by March 31, 2015 pending
receipt of a final order from the MPUC and completion of various other contingences. We expect to complete the Electric Sale by June 30,
2015.
We are subject to the jurisdiction of the IUB and the MPUC with respect to various portions of our operations. We are also subject to the
jurisdiction of FERC. Our parent corporation, Alliant Energy Corporation, is a "holding company" and we are a "subsidiary company" within
the Alliant Energy Corporation "holding company system" as defined under the Public Utility Holding Company Act of 2005. As a result, we
are subject to some of the regulatory provisions of that Act.

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The Offering
The following is a brief summary of some of the terms of this offering. For a more complete description of the terms of the senior
debentures, see "Description of Senior Debentures" in this prospectus supplement and "Description of Debt Securities" in the accompanying
prospectus.

Issuer
Interstate Power and Light Company

Senior debentures offered
$250.0 million aggregate principal amount of 3.25% senior debentures due 2024.

Maturity
December 1, 2024.

Interest payment dates
June 1 and December 1 of each year, beginning on June 1, 2015.

Ranking
The senior debentures will be our unsecured senior obligations and rank equally with
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our other unsecured senior indebtedness from time to time outstanding. The senior
debentures will also be subordinated to any secured indebtedness to the extent of the
assets securing such indebtedness. We do not currently have any secured indebtedness.

Optional redemption
The senior debentures will be redeemable, at our option, in whole or in part at any time
or from time to time prior to September 1, 2024, at the redemption prices described in
"Description of Senior Debentures--Optional Redemption" plus accrued and unpaid
interest, if any, to, but excluding, the redemption date. We may also redeem all or a
portion of the senior debentures at our option at any time on or after September 1, 2024,
at a redemption price equal to 100% of the principal amount of the senior debentures to
be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption
date.

Covenants
The indenture governing the senior debentures contains covenants that, among other
things, limit our ability to:

· create certain types of secured indebtedness without providing for the senior

debentures to be equally and ratably secured; and

· consolidate, merge or sell assets.

These covenants are subject to important exceptions and qualifications, which are

described under the heading "Description of Debt Securities" in the accompanying
prospectus.

No limitation on debt
The indenture governing the senior debentures does not limit the amount of senior
unsecured debt securities that we may issue or provide holders any protections should
we be involved in a highly leveraged transaction.

Use of proceeds
We estimate that we will receive net proceeds from this offering of approximately
$245.9 million, after deducting the underwriting

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discount and estimated offering expenses payable by us. We intend to use the proceeds

from this offering to reduce outstanding capital under our receivables purchase and sale
program, reduce commercial paper and for general corporate purposes.

Denominations
The senior debentures will be issued in minimum denominations of $1,000 and integral
multiples of $1,000 in excess thereof.

Absence of market for the senior debentures
The senior debentures are a new issue of securities with no established trading market.
We currently have no intention to apply to list the senior debentures on any securities
exchange or to seek their admission to trading on any automated quotation system.
Accordingly, we cannot provide any assurance as to the development or liquidity of any
market for the senior debentures. See "Underwriting." Furthermore, the market price for
the senior debentures may be adversely impacted by fluctuations in interest rates.

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Summary Consolidated Financial Information
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The summary consolidated financial information below was selected or derived from our consolidated financial statements. The
unaudited interim period financial information, in our opinion, includes all adjustments, which are normal and recurring in nature, necessary
for a fair presentation for the periods shown. Results for the nine months ended September 30, 2014 are not necessarily indicative of results to
be expected for the full fiscal year. The information set forth below is qualified in its entirety by and should be read in conjunction with our
Management's Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and
related notes incorporated by reference into this prospectus supplement and the accompanying prospectus. See "Where You Can Find More
Information."

Nine Months Ended

Year Ended December 31,

September 30,

2011

2012

2013

2013
2014

(In millions)

Income Statement Data:

Operating revenues

$1,740.1
$1,650.3
$1,818.8
$1,355.7
$1,417.0
Operating income

208.4

200.3

212.0

175.8

185.4
Net income

139.3

150.2

189.9

168.8

172.0
Earnings available for common stock

124.3

137.6

173.6

155.1

164.3

As of December 31,

As of September 30,

2012

2013

2014

(In millions)

Balance Sheet Data:

Current assets

$ 391.6
$ 535.9
$
527.4
Property, plant and equipment, net

3,858.2
4,136.8

4,433.5
Investments and other non-current assets

1,207.2
1,133.3

1,233.6
Current liabilities

468.8

524.3

771.0
Long-term debt, net (excluding current portion)

1,359.5
1,520.0

1,370.3
Other non-current liabilities

1,964.4
1,882.0

2,024.2
Ratios of Earnings to Fixed Charges
The following table sets forth our ratio of earnings to fixed charges for the periods presented:

Year Ended December 31,

Nine Months Ended September 30,
2009

2010

2011

2012

2013

2013

2014
3.32x

3.23x

2.70x

2.64x

2.85x

3.20x

3.02x

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USE OF PROCEEDS
We estimate that we will receive net proceeds from this offering of approximately $245.9 million, after deducting the underwriting discount
and estimated offering expenses payable by us. We intend to use the proceeds from this offering to reduce outstanding capital under our receivables
purchase and sale program, reduce commercial paper and for general corporate purposes. As of September 30, 2014, our receivables purchase and
sale program had an outstanding balance of $38.0 million and an annualized commercial paper yield rate of 0.19%. As of September 30, 2014, our
$38.0 million of outstanding commercial paper had a weighted average interest rate of 0.27% and a weighted average maturity of one day. Pending
application of the proceeds from this offering, we intend to place any remaining proceeds in short-term instruments.
CAPITALIZATION
The following table sets forth our consolidated capitalization as of September 30, 2014 on an actual basis and as adjusted to give effect to
this offering, the anticipated use of the net proceeds from this offering as described under "Use of Proceeds."

As of September 30, 2014

% of Total as

Actual

As Adjusted
Adjusted

(In millions)

Common equity:

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Common stock

$
33.4
$
33.4

0.9%
Additional paid-in capital

1,242.8
1,242.8

32.7
Retained earnings

552.8

552.8

14.5

Total common equity

1,829.0
1,829.0

48.1
Cumulative preferred stock

200.0

200.0

5.3
Long-term debt, net

Existing long-term debt (excluding current portion)

1,370.3
1,370.3

36.1
Debentures offered hereby

--

250.0

6.6

Total long-term debt, net (excluding current portion)

1,370.3
1,620.3

42.7

Short-term debt (including current maturities of long-term debt)

188.0

150.0

3.9

Total capitalization (including short-term debt)

$3,587.3
$ 3,799.3

100.0%

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THE COMPANY
We are a public utility serving customers in Iowa and southern Minnesota. We are engaged principally in:

· the generation and distribution of electricity in selective markets in Iowa and southern Minnesota;

· the distribution and transportation of natural gas in selective markets in Iowa and southern Minnesota; and

· the generation and distribution of steam for two customers in Cedar Rapids, Iowa and various other energy-related products and

services.
As of December 31, 2013, we served 528,355 retail electric customers in 752 communities and 234,563 retail gas customers in 243
communities.
All of our common stock is owned by Alliant Energy Corporation, a regulated investor-owned public utility holding company with
subsidiaries, including us, serving primarily electricity and natural gas customers in the Midwest.
In September 2013, we signed definitive agreements for the Electric Sale and the Natural Gas Sale. The closing of each sale is subject to
receipt of all necessary federal and state regulatory approvals, including certain approvals from the MPUC, FERC and the IUB, as applicable, and
other customary closing conditions. In November 2014, the MPUC issued an oral decision approving the Natural Gas Sale, and we expect to
complete the sale by March 31, 2015 pending receipt of a final order from the MPUC and completion of various other contingences. We expect to
complete the Electric Sale by June 30, 2015.

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DESCRIPTION OF SENIOR DEBENTURES
We have summarized provisions of the senior debentures below. This summary supplements and, to the extent inconsistent with, replaces the
description of the general terms and provisions of the debt securities under the caption "Description of Debt Securities" in the accompanying
prospectus. We will issue the senior debentures as a separate series of securities under an indenture between us and The Bank of New York Mellon
Trust Company, N.A., as successor trustee. The indenture is described in the accompanying prospectus.
General
The indenture does not limit the aggregate principal amount of senior unsecured debt securities that we may issue under it, and provides that
we may issue, without the consent of holders of the senior debentures, securities under the indenture from time to time in one or more series
pursuant to the terms of one or more supplemental indentures, board resolutions or officer's certificates creating the series. The indenture does not
give holders of the senior debentures protection in the event we engage in a highly leveraged or other transaction that may adversely affect holders
of the senior debentures. As of the date of this prospectus supplement, we have $150.0 million aggregate principal amount of 3.30% senior
debentures due 2015, $250.0 million aggregate principal amount of 7.25% senior debentures due 2018, $100.0 million aggregate principal amount
of 5.875% senior debentures due 2018, $200.0 million aggregate principal amount of 3.65% senior debentures due 2020, $50.0 million aggregate
principal amount of 5.50% senior debentures due 2025, $100.0 million aggregate principal amount of 6.45% senior debentures due 2033,
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$125.0 million aggregate principal amount of 6.30% senior debentures due 2034, $300.0 million aggregate principal amount of 6.25% senior
debentures due 2039 and $250.0 million aggregate principal amount of 4.70% senior debentures due 2043 outstanding under the indenture.
We are initially offering the senior debentures in the aggregate principal amount of $250.0 million. We may, without the consent of the
holders of the senior debentures, issue additional senior debentures in the future having the same ranking, interest rate, maturity and other terms,
except for the public offering price and issue date as the senior debentures we offer by this prospectus supplement. Any such additional senior
debentures having such similar terms, together with the senior debentures, may constitute a single series of senior debentures under the indenture.
No sinking fund will be established for the benefit of the senior debentures.
Maturity and Interest
The senior debentures will mature on December 1, 2024. Each senior debenture will bear interest from November 24, 2014, or from and
including the most recent interest payment date to which we have paid interest, at the rate of 3.25% per year. We will pay interest semi-annually in
arrears, on June 1 and December 1, commencing June 1, 2015, to the persons in whose names the senior debentures are registered at the close of
business on the fifteenth calendar day (whether or not a business day) before each interest payment date. Interest will be computed on the basis of a
360-day year comprised of twelve 30-day months. In the event that any interest payment date does not fall on a business day, interest on the senior
debentures will be paid on the immediately succeeding business day, without any additional interest paid as a result of such delay.
Ranking
The senior debentures will be our senior, unsecured and unsubordinated obligations, ranking equally and ratably with all our other senior,
unsecured and unsubordinated obligations from time to time outstanding. The senior debentures will be effectively subordinated to all of our
secured indebtedness to the extent of the assets securing such indebtedness. We do not currently have any secured indebtedness.
As of September 30, 2014, giving pro forma effect to this offering and our expected use of the net proceeds of the offering, we would have
had $1,620.3 million aggregate principal amount of unsecured long-term debt outstanding (excluding current portion).

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Optional Redemption
At any time or from time to time prior to September 1, 2024, the senior debentures will be redeemable as a whole or in part, at our option, at
a redemption price equal to the greater of (i) 100% of the principal amount of such senior debentures and (ii) the sum, as determined by the
Independent Investment Banker and delivered to the Trustee, of the present values of the remaining scheduled payments of principal and interest
thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, plus in each case accrued and unpaid interest, if any, to, but
excluding, the redemption date. At any time on or after September 1, 2024, the senior debentures will be redeemable as a whole or in part, at our
option, at a redemption price equal to 100% of the principal amount of the senior debentures being redeemed plus accrued and unpaid interest, if
any, to, but excluding, the redemption date.
"Comparable Treasury Issue" means the United States Treasury security or securities selected by an Independent Investment Banker as
having an actual or interpolated maturity comparable to the remaining term of the senior debentures 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 a comparable maturity
to the remaining term of such senior debentures.
"Comparable Treasury Price" means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Independent Investment
Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by us.
"Reference Treasury Dealer" means each of Barclays Capital Inc., Goldman, Sachs & Co., and their respective successors (or a primary
U.S. Government securities dealer located in the United States (a "Primary Treasury Dealer") selected by Barclays Capital Inc. or one of its
affiliates or a Primary Treasury Dealer selected by Goldman, Sachs & Co. or one of its affiliates), a Primary Treasury Dealer selected by BNY
Mellon Capital Markets, LLC or one of its affiliates, one Primary Treasury Dealer selected by us, and such Primary Treasury Dealers' respective
successors; provided, however, that if any of the foregoing or their affiliates shall cease to be a Primary Treasury Dealer, we shall substitute
therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as
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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 the Reference Treasury Dealers at 3:30 p.m. New
York time on the third business day preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity or
interpolated (on a day count basis) of the Comparable Treasury Issue, assuming 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.
Notice of any redemption will be mailed or sent electronically pursuant to applicable DTC procedures at least 30 days but not more than
60 days before the redemption date to each holder of senior debentures to be redeemed. If the senior debentures to be redeemed are not global
securities then held by DTC, the senior debentures to be redeemed will be selected by the trustee pursuant to the indenture.
Unless we default in payment of the redemption price, on and after the redemption date interest will cease to accrue on the senior debentures
or portions thereof called for redemption.

S-8
Table of Contents
The Trustee
The Bank of New York Mellon Trust Company, N.A., will act as trustee, registrar, transfer agent and paying agent for the senior debentures.
We can remove the trustee with or without cause so long as no event which is, or after notice or lapse of time would become, an event of default
shall have occurred and be continuing.
We and certain of our affiliates maintain banking and other business relationships in the ordinary course of business with the trustee and its
affiliates. In addition, the trustee and certain of its affiliates may serve as trustee for other securities issued by us or by our affiliates.
To the extent provided in the indenture, the trustee will have a prior claim on amounts held by it under the indenture for the payment of its
compensation and expenses and for the repayment of advances made by it to effect performance of some covenants in the indenture.
Book-Entry Delivery and Settlement
We will issue the senior debentures in the form of one or more global certificates, which we refer to as global securities. We will deposit the
global securities with or on behalf of The Depository Trust Company, referred to as DTC, and registered in the name of Cede & Co., as nominee of
DTC, or else the global securities will remain in the custody of the trustee in accordance with the FAST Balance Certificate Agreement between
DTC and the trustee.
DTC has advised us that:

· DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of

the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code and a "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934;

· DTC holds securities that its direct participants deposit with DTC and facilitates the settlement among direct participants of securities

transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in direct
participants' accounts, thereby eliminating the need for physical movement of securities certificates;

· direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and other organizations;

· DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation, which is owned by the users of its regulated

subsidiaries;

· access to the DTC system is also available to indirect participants such as securities brokers and dealers, banks, trust companies and

clearing corporations that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly; and

· the rules applicable to DTC and its direct and indirect participants are on file with the SEC.
We have provided the following descriptions of the operations and procedures of DTC solely as a matter of convenience. These operations
and procedures are solely within the control of DTC and are subject to change by them from time to time. Neither we, the underwriters nor the
trustee take any responsibility for these operations or procedures, and you are urged to contact DTC or its participants directly to discuss these
matters.
We expect that under procedures established by DTC:

· upon deposit of the global securities with DTC or its custodian, DTC will credit on its internal system the accounts of direct participants

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