•	New $250,000,000 3.800% Senior Notes due 2024 (the “New 2024 Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”) for outstanding unregistered $250,000,000 3.800% Senior Notes due 2024 (the “Outstanding 2024 Notes”).

•	New $300,000,000 4.900% Senior Notes due 2044 (the “New 2044 Notes” and, together with the New 2024 Notes, the “New Notes”) that have been registered under the Securities Act for outstanding unregistered $300,000,000 4.900% Senior Notes due 2044 (the “Outstanding 2044 Notes” and, together with the Outstanding 2024 Notes, the “Outstanding Notes”).

•	The terms of the New Notes offered in the exchange offer are substantially identical to the terms of the Outstanding Notes, except that the New Notes will be registered under the Securities Act and certain transfer restrictions, registration rights and additional interest provisions relating to the Outstanding Notes do not apply to the New Notes.

•	The exchange offer expires at 5:00 p.m., New York City time, on May 8, 2015, unless extended.

•	Upon expiration of the exchange offer, all Outstanding Notes that are validly tendered and not withdrawn will be exchanged for an equal principal amount of the New Notes.

•	You may withdraw tendered Outstanding Notes at any time prior to the expiration of the exchange offer.

•	The exchange offer is not subject to any minimum tender condition, but is subject to customary conditions.

•

Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it may be a statutory underwriter and that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Outstanding Notes where such New Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that for a period of 180 days after the expiration of the exchange offer, we will make this prospectus available to any broker-dealer for use in any such resale. See “Plan of Distribution.”

•	There is no existing public market for the Outstanding Notes or the New Notes. We do not intend to list the New Notes on any securities exchange or quotation system.

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•	Our Annual Report on Form 10-K for the fiscal year ended January 31, 2015, filed with the SEC on March 20, 2015 (including the portions of our Definitive Proxy Statement on Schedule 14A incorporated by reference therein);

•	Our Current Report on Form 8-K filed with the SEC on March 4, 2015; and

•

Future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the termination of the offering of the securities made under this prospectus; provided, however, that we are not incorporating by reference any documents or information, including parts of documents that we file with the SEC, that are deemed to be furnished and not filed with the SEC. Unless specifically stated to the contrary, none of the information we disclose under Items 2.02 or 7.01 of any Current Report on Form 8-K that we may from time to time furnish to the SEC will be incorporated by reference into, or otherwise included in, this prospectus.

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•	If you tender your Outstanding Notes for the purpose of participating in a distribution of the New Notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the New Notes; and

•	If you are a broker-dealer that receives New Notes for your own account in exchange for Outstanding Notes that you acquired as a result of market-making activities or other trading activities, you will be required to acknowledge that you may be a statutory underwriter and that you will deliver a prospectus in connection with any resale of those New Notes.

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•	file a registration statement (the “Exchange Offer Registration Statement”) with the SEC with respect to the exchange offer, to exchange the New Notes for the Outstanding Notes;

•	use commercially reasonable efforts to cause the exchange offer to be completed on or prior to September 25, 2015; and

•	use commercially reasonable efforts to issue on or prior to 35 business days, or longer, if required by applicable securities laws, after the date on which the Exchange Offer Registration Statement was declared effective by the SEC, the New Notes in exchange for all Outstanding Notes tendered prior thereto in the exchange offer.

•	use its commercially reasonable efforts to file a shelf registration statement (the “Shelf Registration Statement”) covering resales of the Outstanding Notes on or prior to 90 days after such filing obligation arises;

•	use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective on or prior to 180 days after such filing obligation arises; and

•	to keep the Shelf Registration Statement effective for at least two years following the effective date of the Registration Statement, or such shorter period as will terminate at such time as the Outstanding Notes cease to be restricted securities.

•	the exchange offer is not completed on or prior to September 25, 2015;

•	the Company fails to file any Shelf Registration Statement required by the Registration Rights Agreement on or before the date specified for such filing;

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•	any such Shelf Registration Statement is not declared effective by the SEC prior to the date specified for such effectiveness;

•	the Company fails to consummate the exchange offer within 35 business days after the date on which the Exchange Offer Registration Statement was declared effective by the SEC; or

•	the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Outstanding Notes during specified time periods.

•	will have been registered under the Securities Act;

•	will not bear the restrictive legends restricting their transfer under the Securities Act that are contained in the Outstanding Notes; and

•	will not contain the registration rights and additional interest provisions that apply to the Outstanding Notes.

•	to extend the expiration date;

•	to delay accepting any Outstanding Notes;

•	to terminate the exchange offer and not accept any Outstanding Notes for exchange if any of the conditions set forth below under “—Conditions to the Exchange Offer” have not been satisfied; and

•	to amend the exchange offer in any manner.

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•	transmit a properly completed and duly executed letter of transmittal, including all other documents required by such letter of transmittal, to The Bank of New York Mellon Trust Company, N.A., the exchange agent, at the address set forth below under the heading “The Exchange Agent;” or

•	if Outstanding Notes are tendered pursuant to the book-entry procedures set forth below, the tendering holder must transmit an agent’s message to the exchange agent at the address set forth below under the heading “The Exchange Agent.”

•	the exchange agent must receive the certificates for the Outstanding Notes and the letter of transmittal;

•	the exchange agent must receive, prior to the expiration date, a timely confirmation of the book-entry transfer of the Outstanding Notes being tendered into the exchange agent’s account at DTC, along with the letter of transmittal or an agent’s message; or

•	the holder must comply with the guaranteed delivery procedures described below.

•	by a holder of Outstanding Notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

•	for the account of an eligible institution.

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•	reject any and all tenders of any Outstanding Note improperly tendered;

•	refuse to accept any Outstanding Note if, in our judgment or the judgment of our counsel, acceptance of the Outstanding Note may be deemed unlawful; and

•	waive any defects or irregularities or conditions of the exchange offer as to any particular Outstanding Note either before or after the expiration date, including the right to waive the ineligibility of any class of holder who seeks to tender Outstanding Notes in the exchange offer.

•	may not rely on the applicable interpretations of the staff of the SEC; and

•	must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

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•	certificates for such Outstanding Notes or a timely book-entry confirmation of such Outstanding Notes into the exchange agent’s account at DTC;

•	a properly completed and duly executed letter of transmittal or an agent’s message; and

•	all other required documents.

•	be transmitted to and received by the exchange agent at the address set forth below under “The Exchange Agent” on or prior to the expiration date; or

•	comply with the guaranteed delivery procedures described below.

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•	the holder tenders the Outstanding Notes through an eligible institution;

•

prior to the expiration date, the exchange agent receives from such eligible institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form we have provided, by facsimile transmission, mail or hand delivery, setting forth the name and address of the holder of the Outstanding Notes being tendered and the amount of the Outstanding Notes being tendered. The notice of guaranteed delivery will state that the tender is being made and guarantee that within three business days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered Outstanding Notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of transmittal or agent’s message with any required signature guarantees and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

•

the exchange agent receives the certificates for all physically tendered Outstanding Notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of transmittal or agent’s message with any required signature guarantees and any other documents required by the letter of transmittal, within three business trading days after the date of execution of the notice of guaranteed delivery.

•	specify the name of the person having tendered the Outstanding Notes to be withdrawn;

•	identify the Outstanding Notes to be withdrawn, including the principal amount of such Outstanding Notes; and

•	where certificates for Outstanding Notes are transmitted, specify the name in which Outstanding Notes are registered, if different from that of the withdrawing holder.

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•	the exchange offer would violate any applicable federal law, statute, rule or regulation or any applicable interpretation of the staff of the SEC;

•	any action or proceeding is instituted or threatened in any court or by or before any governmental agency challenging the exchange offer or that we believe might be expected to prohibit or materially impair our ability to proceed with the exchange offer;

•	any stop order is threatened or in effect with respect to either (1) the registration statement of which this prospectus forms a part or (2) the qualification of the indenture governing the New Notes under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”);

•	any law, rule or regulation is enacted, adopted, proposed or interpreted that we believe might be expected to prohibit or impair our ability to proceed with the exchange offer or to materially impair the ability of holders generally to receive freely tradable New Notes in the exchange offer. See “—Consequences of Failure to Exchange Outstanding Notes;”

•	any change or a development involving a prospective change in our business, properties, assets, liabilities, financial condition, operations or results of operations taken as a whole, that is or may be adverse to us;

•	any declaration of war, armed hostilities or other similar international calamity directly or indirectly involving the United States, or the worsening of any such condition that existed at the time that we commence the exchange offer; or

•	we become aware of facts that, in our reasonable judgment, have or may have adverse significance with respect to the value of the Outstanding Notes or the New Notes to be issued in the exchange offer.

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•	the SEC registration fee;

•	fees and expenses of the exchange agent and the trustee;

•	accounting and legal fees;

•	printing fees; and

•	other related fees and expenses.

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•	the New Notes issued in the exchange offer are acquired in the ordinary course of the holder’s business; and

•	the holder, other than a broker-dealer, does not intend to participate, and has no arrangement or understanding with any person to participate, in the distribution of the New Notes issued in the exchange offer.

•	it is not an affiliate of ours;

•	it is not engaged in, and does not intend to engage in, a distribution of the New Notes issued in the exchange offer and has no arrangement or understanding to participate in a distribution of New Notes issued in the exchange offer;

•	it is acquiring the New Notes issued in the exchange offer in the ordinary course of its business; and

•	it is not acting on behalf of a person who could not make the three preceding representations.

•	such Outstanding Notes were acquired by such broker-dealer as a result of market-making or other trading activities; and

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•	it will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, including the delivery of a prospectus that contains information with respect to any selling holder required by the Securities Act in connection with any resale of New Notes issued in the exchange offer.

•	may not rely on the position of the SEC enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters; and

•	must also be named as a selling holder of the New Notes in connection with the registration and prospectus delivery requirements of the Securities Act relating to any resale transaction.

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•	limit the amount of debt securities that we can issue from time to time;

•	limit the number of series of debt securities that we can issue from time to time; or

•	limit or otherwise restrict the total amount of debt that we or our subsidiaries may incur or the amount of other securities that we may issue.

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(a)	mortgages existing on the date of the indenture;

(b)

mortgages on property or assets of, or on any shares of stock, ownership interests in or indebtedness of, any person existing at the time such person becomes our subsidiary or is merged or consolidated with us or any of our subsidiaries (including a restricted subsidiary); provided that such mortgage does not secure indebtedness incurred in contemplation of such acquisition, merger or consolidation and is only secured by mortgages on the assets, shares of stock, ownership interests in or indebtedness of such person (and subsidiaries of such person) and/or to property other than restricted property or shares of stock, ownership interests in or indebtedness of a restricted subsidiary;

(c)

mortgages on property or assets existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price or cost of construction, development, expansion or improvement thereof or to secure any indebtedness incurred prior to, at the time of, or within 12 months after, the acquisition or completion of construction, development, expansion or improvement of such property or assets or its commencement of commercial operations for the purpose of financing all or any part of the purchase price or cost of construction, development, expansion or improvement thereof; provided

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(d)	mortgages in favor of us or any of our subsidiaries;

(e)

the mortgage of any of our property or assets or any property or assets of any of our restricted subsidiaries in favor of the United States of America or any other sovereign entity, or any state, province or other political subdivision thereof, or any entity, department, agency, instrumentality or comparable authority thereof, to secure partial, progress, advance or other payments pursuant to the provisions of any contract, statute, law, rule or regulation;

(f)	the mortgage of any property or assets to secure indebtedness of the pollution control, industrial revenue or other revenue bond type the interest on which is exempt from federal taxation pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”);

(g)	mortgages incurred or deposits made (including mortgages and deposits securing letters of credit or similar financial assurance) to secure the performance of or in connection with bids, tenders, statutory obligations, surety, performance, completion, appeal or similar bonds, leases and other obligations similar to any of the foregoing, in each case in the ordinary course of business;

(h)	mortgages arising by operation of law, including but not limited to mortgages for taxes, assessments or similar charges that are not yet due or the validity of which is being contested in good faith by appropriate proceedings;

(i)	mortgages created in connection with the acquisition of property or assets, or a project financed with, non-recourse debt;

(j)	mortgages incurred in the ordinary course of business in favor of persons supplying us or any restricted subsidiary with precious metals, precious gems, jewelry or other inventory on a consignment or leased basis, covering the property so supplied;

(k)

any extension, renewal, refinancing or replacement (or successive extensions, renewals, refinancings or replacements), as a whole or in part, of any mortgage referred to in the foregoing clauses, inclusive; provided, that such extension, renewal, refinancing or replacement mortgage shall not extend beyond the property or assets that secured the mortgage extended, renewed, refinanced or replaced, plus improvements on such property or assets and is not greater in principal amount than the obligations secured by the mortgage extended, renewed, refinanced or replaced plus the amount of fees and expenses incurred in connection therewith; and

(l)

other mortgages, in addition to those permitted in clauses (a) through (k) above, securing indebtedness in an aggregate principal amount (including all indebtedness incurred pursuant to clause (k) above to extend, renew, refinance or replace any indebtedness incurred pursuant to this clause (l)), measured as of the date of the incurrence of any such indebtedness (giving pro forma effect to the application of the proceeds therefrom), not to exceed 15% of the consolidated net tangible assets of the Company measured as of the date of the incurrence of such indebtedness (giving pro forma effect to the application of the proceeds therefrom).

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(a)	failure to pay any interest on such series of New Notes within 30 days after such interest becomes due and payable;

(b)	failure to pay principal of (or premium, if any, on) such series of New Notes at maturity, or if applicable, the redemption price, when the same becomes due and payable by the terms of such series of New Notes;

(c)

failure to comply with (or obtain a waiver with respect to) any of the covenants or agreements contained in such series of New Notes or the indenture (other than a covenant or agreement that has been expressly included in the indenture solely for the benefit of one or more series of such New Notes) for 90 days after there has been given, by registered or certified mail, to us by the trustee or to us by the holders of at least 25% in principal amount of all outstanding Notes of such series affected by that failure a written notice specifying such failure and requiring it to be remedied and stating that such notice is a “notice of default” under the indenture; and

(d)	certain events involving our bankruptcy, insolvency or reorganization.

(a)	the holder gives the trustee written notice of a continuing event of default;

(b)	the holders of at least 25% in principal amount of such series of Notes then outstanding make a written request to the trustee to pursue the remedy;

(c)	the holder furnishes to the trustee indemnity reasonably satisfactory to the trustee;

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(d)	the trustee fails to act for a period of 60 days after receipt of notice and furnishing of indemnity; and

(e)	during that 60-day period, the holders of a majority in principal amount of the Notes of a series then outstanding do not give the trustee a direction inconsistent with the request.

(a)	conducting any proceeding for any remedy available to the trustee with respect to such Notes; and

(b)	exercising any trust or power conferred on the trustee not relating to or arising under an event of default with respect to such series of Notes.

(a)	reduce the percentage in outstanding principal amount of a series of New Notes, the consent of whose holders is required for any such amendment, supplement or waiver;

(b)	reduce the rate of, or change the time for payment of, interest on a series of New Notes;

(c)	reduce the principal, or change the stated maturity of a series of New Notes;

(d)	reduce any premium payable on the redemption of a series of New Notes, change the time at which a series of New Notes may or must be redeemed or alter or waive any of the provisions with respect to the redemption of such series of New Notes;

(e)	make payments on any series of New Notes payable in currency other than as originally stated in such series of New Notes;

(f)	impair the holder’s right to institute suit for the enforcement of any payment on a series of New Notes; or

(g)	waive a continuing default or event of default regarding any payment on a series of New Notes.

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(a)	to cure any ambiguity, omission, defect or inconsistency therein;

(b)	to provide for the assumption of our obligations under the indenture by a successor or transferee upon any merger, consolidation or asset transfer to comply with the provisions under the caption “—Consolidation, Merger or Sale;”

(c)	to provide for uncertificated New Notes in addition to or in place of certificated New Notes;

(d)	to provide any security for, or guarantees of, a series of Notes or for the addition of an additional obligor on a series of Notes;

(e)	to comply with any requirement to effect or maintain the qualification of the indenture under the Trust Indenture Act, if applicable;

(f)	to add covenants that would benefit the holders of any outstanding Notes of a series or to surrender any of our rights under the indenture;

(g)	to add additional events of default with respect to any outstanding series of Notes;

(h)	to provide for the issuance of, and establish forms and terms and conditions of, a new series of notes in accordance with the terms of the indenture;

(i)	to issue additional notes of a series; provided that such additional notes have the same terms as, and be deemed part of the same series as, the applicable series of New Notes to the extent required under the indenture;

(j)	to make any change that does not adversely affect the rights of any holder of outstanding Notes of a series in any material respect;

(k)	to evidence and provide for the acceptance of appointment by a successor trustee with respect to the Notes of a series and to add to or change any of the provisions of the indenture as shall be necessary to provide for or facilitate the administration of the trust by more than one trustee;

(l)	to conform the indenture or a series of New Notes to any provision of this “Description of New Notes” to the extent that such provision in this section is intended to be a verbatim recitation of a provision of the indenture or such series of New Notes, as applicable; or

(m)	to make any amendment to the provisions of the indenture relating to the transfer and legending of a series of Notes.

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(a)	we will be discharged from our obligations with respect to the outstanding Notes of such series (“legal defeasance”); or

(b)	we will no longer have any obligation to comply with certain covenants under the indenture with respect to such series, and the related events of default will no longer apply to us (“covenant defeasance”).

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(a)	any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or

(b)	any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

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(a)	DTC (i) notifies the Company that it is unwilling or unable to continue as depositary for the Global Notes or (ii) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Company fails to appoint a successor depositary within 90 days;

(b)	the Company, at its option, notifies the trustee in writing that it elects to cause the issuance of the Certificated Notes; or

(c)	there has occurred and is continuing a default or event of default with respect to the New Notes.

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