Bond UnitedHealth Alliance 1.4% ( US91324PCF71 ) in USD

Issuer UnitedHealth Alliance
Market price 100 %  ⇌ 
Country  United States
ISIN code  US91324PCF71 ( in USD )
Interest rate 1.4% per year ( payment 2 times a year)
Maturity 15/12/2017 - Bond has expired



Prospectus brochure of the bond UnitedHealth Group US91324PCF71 in USD 1.4%, expired


Minimal amount 2 000 USD
Total amount 750 000 000 USD
Cusip 91324PCF7
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description UnitedHealth Group is a diversified healthcare company offering a range of products and services, including health insurance, health benefits administration, and technology-enabled healthcare solutions.

The Bond issued by UnitedHealth Alliance ( United States ) , in USD, with the ISIN code US91324PCF71, pays a coupon of 1.4% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/12/2017







Definitive Prospectus Supplement
424B2 1 d823978d424b2.htm DEFINITIVE PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-193958
CALCULATION OF REGISTRATION FEE


Title of Each Class of
Maximum Aggregate
Amount of
Securities to be Registered

Offering Price
Registration Fee(1)(2)
1.400% Notes due December 15, 2017

$748,965,000

$87,030
2.300% Notes due December 15, 2019

$499,105,000

$57,996
2.875% Notes due December 15, 2021

$749,190,000

$87,056


(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933. The total registration fee due for this offering is $232,082.
(2)
This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in the Company's
Registration Statement on Form S-3 (File No. 333-193958) in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933.
Table of Contents
Prospectus Supplement to Prospectus dated February 14, 2014
$2,000,000,000

$750,000,000 1.400% Notes due December 15, 2017
$500,000,000 2.300% Notes due December 15, 2019
$750,000,000 2.875% Notes due December 15, 2021


We are offering $750,000,000 principal amount of 1.400% notes due December 15, 2017, $500,000,000 principal amount of 2.300%
notes due December 15, 2019 and $750,000,000 principal amount of 2.875% notes due December 15, 2021. We refer to the 2017 notes, the 2019
notes and the 2021 notes collectively as the notes.
Interest on the notes will be payable semi-annually on June 15 and December 15, beginning on June 15, 2015, at the applicable rates set
forth above. At our option, we may redeem the notes, in whole or in part, before their maturity date on not less than 30 nor more than 60 days'
notice by mail on the terms described under the caption "Description of the Notes--Optional Redemption." If a change of control triggering event
as described herein occurs, unless we have exercised our option to redeem the notes, we will be required to offer to repurchase the notes at the
prices described under the caption "Description of the Notes--Change of Control Offer."
The notes will be our senior, unsecured obligations and will rank equally with all of our other unsecured and unsubordinated
indebtedness from time to time outstanding. We do not intend to apply for listing of the notes on any securities exchange or for inclusion of the
notes in any automated dealer quotation system.
Investing in the notes involves risks. See "Risk Factors" on page S-6 of this prospectus supplement.


Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to
the contrary is a criminal offense.


Public
Underwriting
Proceeds to Us


Offering Price(1)

Discount

(before expenses)


Per Note

Total
Per Note

Total
Per Note

Total

2017 Notes
99.862% $ 748,965,000 0.250% $1,875,000 99.612% $ 747,090,000
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Definitive Prospectus Supplement
2019 Notes
99.821% $ 499,105,000 0.350% $1,750,000 99.471% $ 497,355,000
2021 Notes
99.892% $ 749,190,000 0.400% $3,000,000 99.492% $ 746,190,000















Combined Total

$1,997,260,000
$6,625,000
$1,990,635,000

















(1)
Plus accrued interest from December 8, 2014 if settlement occurs after that date.
The underwriters expect to deliver the notes to investors on or about December 8, 2014 only in book-entry form through the facilities of
The Depository Trust Company and its participants, including Euroclear Bank S.A. / N.V. and Clearstream Banking, société anonyme.


Joint Book-Running Managers

BofA Merrill Lynch
Goldman, Sachs & Co.
J.P. Morgan
Morgan Stanley
Senior Co-Managers

Barclays
BNY Mellon Capital Markets, LLC
Citigroup
Credit Suisse

Deutsche Bank Securities

RBS
UBS Investment Bank
US Bancorp
Wells Fargo Securities
Co-Managers

BB&T Capital Markets

BMO Capital Markets
Fifth Third Securities
HSBC
Itaú BBA

KeyBanc Capital Markets

Loop Capital Markets
PNC Capital Markets LLC
Regions Securities LLC


Prospectus Supplement dated December 3, 2014
Table of Contents
We have not, and the underwriters have not, authorized any dealer, salesperson or other person to give any information or to represent
anything not contained in or incorporated by reference into this prospectus supplement, the accompanying prospectus or any free writing
prospectus filed by us with the Securities and Exchange Commission, or the SEC. Neither we nor the underwriters take any responsibility for, or
provide any assurance as to the reliability of, any other information that others may provide. This prospectus supplement and the accompanying
prospectus is 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 in or incorporated by reference into this prospectus supplement, the accompanying prospectus and any free writing
prospectus filed by us with the SEC is current only as of the date of the document containing such information. Our business, financial condition,
results of operations and prospects may have changed since those respective dates.


TABLE OF CONTENTS



Page
Prospectus Supplement
About This Prospectus Supplement
S-1
Incorporation of Certain Documents By Reference
S-1
Cautionary Statement Regarding Forward-Looking Statements
S-2
UnitedHealth Group
S-4
Risk Factors
S-6
Use of Proceeds
S-6
Ratio of Earnings to Fixed Charges
S-7
Description of the Notes
S-8
Material U.S. Federal Income Tax Consequences
S-15
Underwriting
S-21
Legal Matters
S-26
Experts
S-26
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Definitive Prospectus Supplement
Prospectus
About This Prospectus
1
Where You Can Find More Information
1
Incorporation of Certain Documents By Reference
1
Cautionary Statement Regarding Forward-Looking Statements
2
UnitedHealth Group
3
Risk Factors
4
Use of Proceeds
4
Ratio of Earnings to Fixed Charges
4
Description of Debt Securities
5
Description of Preferred Stock
14
Description of Common Stock
15
Description of Warrants
16
Description of Guarantees
17
Material U.S. Federal Income Tax Consequences
18
Plan of Distribution
19
Legal Matters
20
Experts
20
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement relates to a prospectus which is part of a registration statement that we have filed with the SEC utilizing a
shelf registration process. Under this shelf registration process, we may sell the securities described in the accompanying prospectus in one or
more offerings. The accompanying prospectus provides you with a general description of the securities we may offer. This prospectus supplement
contains specific information about the terms of this offering. This prospectus supplement may add, update or change information contained in the
accompanying prospectus. Please carefully read both this prospectus supplement and the accompanying prospectus in addition to the information
described below under "Incorporation of Certain Documents by Reference" and in the section of the accompanying prospectus called "Where You
Can Find More Information."
As you read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein,
there may be inconsistencies in information from one document to another. If this prospectus supplement is inconsistent with the accompanying
prospectus, the statements in this prospectus supplement will control. In the event of any other inconsistencies, you should rely on the statements
made in the most recent document, including any document incorporated by reference into this prospectus supplement after the date hereof. All
information appearing in this prospectus supplement and the accompanying prospectus is qualified in its entirety by the information and financial
statements, including the notes thereto, contained in the documents that we have incorporated by reference.
In this prospectus supplement, unless otherwise specified, the terms "UnitedHealth Group," "the Company," "we," "us" or "our" mean
UnitedHealth Group Incorporated and its consolidated subsidiaries. Unless otherwise stated, currency amounts in this prospectus supplement are
stated in United States dollars, or "$."
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with the SEC, which means that we can disclose important
information to you by referring you to those documents. We are incorporating by reference certain information filed previously with the SEC into
this prospectus supplement. The information incorporated by reference is considered to be part of this prospectus supplement, and later information
that we file with the SEC will automatically update this prospectus supplement. We incorporate by reference the documents listed below, and any
filings we hereafter make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the
Exchange Act (in each case, excluding any documents or information deemed to have been furnished and not filed in accordance with SEC rules),
prior to the termination of the offering under this prospectus supplement:


· Annual Report on Form 10-K for the year ended December 31, 2013, or the 2013 10-K;

· the portions of the Definitive Proxy Statement on Schedule 14A for the 2014 Annual Meeting of Shareholders filed on April 23,

2014 incorporated by reference into the 2013 10-K;


· Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014, June 30, 2014 and September 30, 2014; and

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Definitive Prospectus Supplement

· Current Reports on Form 8-K filed on June 6, 2014 and November 12, 2014.
We will provide to each person, including any beneficial owner, to whom this prospectus supplement is delivered copies of this
prospectus supplement and any of the documents incorporated by reference into this prospectus supplement, excluding any exhibit to those
documents unless the exhibit is specifically incorporated by reference into those documents, without charge, by written or oral request directed to:
UnitedHealth Group Incorporated
9900 Bren Road East
Minnetonka, Minnesota 55343
Attn: Legal Department
(952) 936-1300

S-1
Table of Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The statements, estimates, projections, guidance or outlook contained in, or incorporated by reference into, this prospectus supplement
and the accompanying prospectus include "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of
1995, or PSLRA. These statements are intended to take advantage of the "safe harbor" provisions of the PSLRA. Generally the words "believe,"
"expect," "intend," "estimate," "anticipate," "forecast," "plan," "project," "should" and similar expressions identify forward-looking statements,
which generally are not historical in nature. These statements may contain information about financial prospects, economic conditions and trends
and involve risks and uncertainties. We caution that actual results could differ materially from those that management expects, depending on the
outcome of certain factors.
Some factors that could cause results to differ materially from results discussed or implied in the forward-looking statements include: our
ability to effectively estimate, price for and manage our medical costs, including the impact of any new coverage requirements; the potential
impact that new laws or regulations, or changes in existing laws or regulations, or their enforcement or application could have on our results of
operations, financial position and cash flows, including as a result of increases in medical, administrative, technology or other costs or decreases in
enrollment resulting from U.S., Brazilian and other jurisdictions' regulations affecting the health care industry; the impact of any potential
assessments for insolvent payers under state guaranty fund laws; the impact of the Patient Protection and Affordable Care Act, which could
materially and adversely affect our results of operations, financial position and cash flows through reduced revenues, increased costs, new taxes
and expanded liability, or require changes to the ways in which we conduct business or put us at risk for loss of business; potential reductions in
revenue or delays to cash flows received under Medicare, Medicaid and TRICARE programs, including sequestration and potential effects of a
prolonged U.S. government shutdown or debt ceiling constraints; uncertainties regarding changes in Medicare, including potential changes in risk
adjustment data validation audit and payment adjustment methodology; failure to comply with privacy and data security regulations; regulatory and
other risks and uncertainties associated with the pharmacy benefits management industry; competitive pressures, which could affect our ability to
maintain or increase our market share; the impact of challenges to our public sector contract awards; our ability to execute contracts on competitive
terms with physicians, hospitals and other service professionals; increases in costs and other liabilities associated with increased litigation,
government investigations, audits or reviews; failure to manage successfully our strategic alliances or complete or receive anticipated benefits of
acquisitions and other strategic transactions, including the Amil acquisition; the impact of fluctuations in foreign currency exchange rates on our
reported shareholders' equity and results of operations; potential downgrades in our credit ratings; our ability to attract, retain and provide support
to a network of independent producers (i.e., brokers and agents) and consultants; the potential impact of adverse economic conditions on our
revenues (including decreases in enrollment resulting from increases in the unemployment rate and commercial attrition) and results of operations;
the performance of our investment portfolio; possible impairment of the value of our goodwill and intangible assets in connection with dispositions
or if estimated future results do not adequately support goodwill and intangible assets recorded for our existing businesses or the businesses that we
acquire; increases in health care costs resulting from large-scale medical emergencies; failure to maintain effective and efficient information
systems or if our technology products otherwise do not operate as intended; misappropriation of our proprietary technology; failure to protect
against cyber-attacks or other privacy or data security incidents; our ability to obtain sufficient funds from our regulated subsidiaries or the debt or
capital markets to fund our obligations, to maintain our debt to total capital ratio at targeted levels, to maintain our quarterly dividend payment
cycle or to continue repurchasing shares of our common stock; and failure to achieve targeted operating cost productivity improvements, including
savings resulting from technology enhancement and administrative modernization.
This list of important factors is not intended to be exhaustive. We discuss certain of these matters more fully, as well as certain risk
factors that may affect our business operations, financial condition and results of operations, in our periodic and current filings with the SEC,
including the 2013 10-K. Any or all forward-looking statements we make may turn out to be wrong, and can be affected by inaccurate assumptions
we might make or by known or unknown risks and uncertainties. By their nature, forward-looking statements are not guarantees of future
performance
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Definitive Prospectus Supplement

S-2
Table of Contents
or results and are subject to risks, uncertainties and assumptions that are difficult to predict or quantify. Actual future results may vary materially
from expectations expressed in, or incorporated by reference into, this prospectus supplement and the accompanying prospectus or any of our prior
communications. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not
undertake to update or revise any forward-looking statements.

S-3
Table of Contents
UNITEDHEALTH GROUP
UnitedHealth Group is a diversified health and well-being company dedicated to helping people live healthier lives and making health
care work better.
Through our diversified family of businesses, we leverage core competencies in advanced, enabling technology; health care data,
information and intelligence; and clinical care management and coordination to help meet the demands of the health system. These core
competencies are deployed within our two distinct, but strategically aligned, business platforms: health benefits operating under UnitedHealthcare
and health services operating under Optum.
UnitedHealthcare provides health care benefits to a full spectrum of customers and markets. UnitedHealthcare Employer & Individual
serves employers ranging from sole proprietorships to large, multi-site and national employers, as well as students and other individuals, and
serves the nation's active and retired military and their families through the TRICARE program. UnitedHealthcare Medicare & Retirement delivers
health and well-being benefits for Medicare beneficiaries and retirees. UnitedHealthcare Community & State manages health care benefit
programs on behalf of state Medicaid and community programs and their participants. UnitedHealthcare International includes Amil, a health care
company providing health and dental benefits and hospital and clinical services to individuals in Brazil, and other diversified global health
businesses.
Optum is a health services business serving the broad health care marketplace, including payers, care providers, employers, government,
life sciences companies and consumers, through its OptumHealth, OptumInsight and OptumRx businesses. These businesses have dedicated units
that help improve overall health system performance, including optimizing care quality, reducing costs and improving consumer experience and
care provider performance across eight business markets: integrated care delivery, care management, consumer engagement, distribution services,
health financial services, operational services and support, health care information technology and pharmacy services.
Selected Unaudited Supplementary Segment Financial Information
On January 1, 2014, we realigned certain of our businesses to respond to changes in the markets we serve and the opportunities that are
emerging as the health system evolves. Our Optum business platform took responsibility for certain technology operations and business processing
activities with the intention of pursuing additional third-party commercial opportunities in addition to continuing to serve UnitedHealthcare. These
activities, which were a corporate function through the year ended December 31, 2013, have been included in OptumInsight's results of operations
since January 1, 2014. The effects of this realignment are reflected in our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2014, June 30, 2014 and September 30, 2014, which also include comparative prior year period segment financial information recast to conform to
our 2014 presentation. Our reportable segments remain the same.
The following table presents selected unaudited supplementary segment financial information for the years ended December 31, 2013
and 2012 recast to conform to our 2014 presentation:



Year Ended December 31,



2013

2012

(unaudited)


(in millions of dollars, except percentages)

Revenues


UnitedHealthcare

$
113,725
$
103,332
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Definitive Prospectus Supplement
Optum


38,117

30,399
Eliminations


(29,353)

(23,113)
Total consolidated revenues

$
122,489
$
110,618

S-4
Table of Contents


Year Ended December 31,



2013

2012

(unaudited)


(in millions of dollars, except percentages)

Earnings from Operations


UnitedHealthcare

$
7,132
$
7,687
Optum (1)


2,491

1,567
Total consolidated earnings from operations

$
9,623
$
9,254
Operating Margin


UnitedHealthcare


6.3%

7.4%
Optum


6.5%

5.2%
Consolidated operating margin


7.9%

8.4%
Revenues by business line / segment


UnitedHealthcare Employer & Individual

$
44,847
$
46,509
UnitedHealthcare Medicare & Retirement


44,225

39,257
UnitedHealthcare Community & State


18,268

16,422
UnitedHealthcare International


6,385

1,144
OptumHealth


9,855

8,147
OptumInsight


4,714

4,257
OptumRx


24,006

18,359
Optum eliminations


(458)

(364)

(1) Earnings from operations for 2013 and 2012 were, respectively, $949 million and $538 million for OptumHealth, $831 million and $656 million for
OptumInsight and $711 million and $373 million for OptumRx.
Corporate Information
UnitedHealth Group Incorporated was incorporated in January 1977 in Minnesota, and our executive offices are located at UnitedHealth
Group Center, 9900 Bren Road East, Minnetonka, Minnesota 55343. Our telephone number is (952) 936-1300, and our website is located at
www.unitedhealthgroup.com. The information on our website is not part of this prospectus supplement or the accompanying prospectus.

S-5
Table of Contents
RISK FACTORS
Investing in the notes involves risks. You should carefully consider the risks described herein and those described under "Risk Factors"
in Part I, Item 1A of our 2013 10-K, which risk factors are incorporated by reference into this prospectus supplement and the accompanying
prospectus, as well as the other information contained or incorporated by reference into this prospectus supplement and the accompanying
prospectus, before making a decision to invest in our notes. See "Incorporation of Certain Documents by Reference" in this prospectus supplement
for information about how you can obtain copies of incorporated information.
USE OF PROCEEDS
We will receive net proceeds from this offering of approximately $1,988,135,000 after deducting underwriting discounts and other
expenses of the offering payable by us. We intend to add the net proceeds to our general funds, which may be used:


· to meet our working capital requirements;
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Definitive Prospectus Supplement


· to redeem or repurchase outstanding securities;


· to refinance debt;


· to finance acquisitions; or


· for other general corporate purposes.
If we do not use the net proceeds immediately, we will temporarily invest them in short-term, interest-bearing obligations.

S-6
Table of Contents
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for each of the periods indicated is set forth below. The ratio of earnings to fixed charges is
computed by dividing total earnings available for fixed charges by the fixed charges. For purposes of computing this ratio, total earnings available
for fixed charges consists of earnings before income taxes plus fixed charges, and fixed charges consist of interest expense plus the interest factor
in rental expense.



Nine Months
Year Ended December 31,

Ended
September 30,


2014

2013
2012
2011
2010
2009
Ratio of earnings to fixed charges

13.4x 11.6x 12.8x 14.4x 14.0x 10.0x

S-7
Table of Contents
DESCRIPTION OF THE NOTES
In this section, the terms "we," "our," "us" and "UnitedHealth Group" refer solely to UnitedHealth Group Incorporated and not its
subsidiaries.
The notes will be senior debt securities as described in the section captioned "Description of Debt Securities" in the accompanying
prospectus. The following information concerning the notes supplements the information set forth in that section of the accompanying prospectus.
It should be read together with the description of debt securities in the accompanying prospectus and the terms of the notes in the indenture, dated
as of February 4, 2008, between us and U.S. Bank National Association, as trustee. The indenture is incorporated by reference into the registration
statement which includes the accompanying prospectus. We will offer the 2017 notes, the 2019 notes and the 2021 notes as separate series under
such indenture. Each series of notes also will be issued under and be subject to the terms of individual officers' certificates and company orders
pursuant to the indenture, which are incorporated by reference into the accompanying prospectus.
If any of the information set forth below is inconsistent with information in the accompanying prospectus, the information set forth
below replaces the information in the accompanying prospectus.
The notes will be our senior, unsecured obligations and will rank equally with our other unsecured and unsubordinated indebtedness
from time to time outstanding. Our assets consist primarily of equity in our subsidiaries. As a result, our ability to make payments on the notes
depends on our receipt of dividends, loan payments and other funds from our subsidiaries. In addition, if any of our subsidiaries becomes insolvent,
the direct creditors of that subsidiary will have a prior claim on its assets. Our rights and the rights of our creditors, including your rights as an
owner of the notes, will be subject to that prior claim, unless we also are a direct creditor of that subsidiary. This subordination of creditors of a
parent company to prior claims of creditors of its subsidiaries is commonly referred to as "structural subordination."
Title, Principal Amount, Maturity and Interest
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Definitive Prospectus Supplement
The 2017 notes are designated as our 1.400% notes due December 15, 2017, the 2019 notes are designated as our 2.300% notes due
December 15, 2019 and the 2021 notes are designated as our 2.875% notes due December 15, 2021. The notes are initially limited in aggregate
principal amount to $750,000,000 for the 2017 notes, $500,000,000 for the 2019 notes and $750,000,000 for the 2021 notes. We may at any time
and from time to time, without the consent of the existing holders of the applicable series of notes, issue additional notes having the same ranking,
interest rate, maturity date, redemption terms and other terms as any series of notes being offered under this prospectus supplement, except that if
the additional notes are not fungible for U.S. federal income tax purposes with such series of notes being offered under this prospectus supplement,
the additional notes will be issued under a separate CUSIP number. Any such additional notes, together with the notes having the same terms
offered by this prospectus supplement, will constitute a single series of securities under the indenture. No additional notes may be issued if an
event of default under the indenture has occurred with respect to the applicable series of notes. There is no limitation on the amount of other senior
debt securities that we may issue under the indenture.
The 2017 notes will mature and become due and payable, together with any accrued and unpaid interest, on December 15, 2017. The
2019 notes will mature and become due and payable, together with any accrued and unpaid interest, on December 15, 2019. The 2021 notes will
mature and become due and payable, together with any accrued and unpaid interest, on December 15, 2021. We may redeem the 2017 notes, the
2019 notes or the 2021 notes at our option, either in whole or in part, before they mature. See "--Optional Redemption" below. If a change of
control triggering event as described herein occurs, unless we have exercised our option to redeem the notes, we will be required to offer to
repurchase the notes at the prices described in this prospectus supplement. See "--Change of Control Offer" below.

S-8
Table of Contents
The interest payable by us on a note on any interest payment date, subject to certain exceptions, will be paid to the person in whose
name the note is registered at the close of business on the applicable record date, whether or not a business day, immediately preceding the interest
payment date.
The 2017 notes will bear interest at a rate of 1.400% per year from December 8, 2014 or from the most recent interest payment date on
which we paid or provided for interest on the notes until their principal is paid. We will pay interest on the 2017 notes semi-annually in arrears on
each June 15 and December 15. The first interest payment date will be June 15, 2015. The regular record dates for payments of interest are the
June 1 and December 1 immediately preceding the applicable interest payment date. Each payment of interest will include accrued and unpaid
interest to, but not including, the interest payment date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
The 2019 notes will bear interest at a rate of 2.300% per year from December 8, 2014 or from the most recent interest payment date on
which we paid or provided for interest on the notes until their principal is paid. We will pay interest on the 2019 notes semi-annually in arrears on
each June 15 and December 15. The first interest payment date will be June 15, 2015. The regular record dates for payments of interest are the
June 1 and December 1 immediately preceding the applicable interest payment date. Each payment of interest will include accrued and unpaid
interest to, but not including, the interest payment date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
The 2021 notes will bear interest at a rate of 2.875% per year from December 8, 2014 or from the most recent interest payment date on
which we paid or provided for interest on the notes until their principal is paid. We will pay interest on the 2021 notes semi-annually in arrears on
each June 15 and December 15. The first interest payment date will be June 15, 2015. The regular record dates for payments of interest are the
June 1 and December 1 immediately preceding the applicable interest payment date. Each payment of interest will include accrued and unpaid
interest to, but not including, the interest payment date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
In the event that a payment of principal or interest is due on a date that is not a business day, we will make the payment on the next
business day, but we will consider that payment as being made on the date that the payment was due to you, without any interest or other payment
with respect to the delay. When we use the term business day we mean any day except a Saturday, a Sunday or a day on which banking institutions
in New York, New York or Minneapolis, Minnesota are authorized or required by law, regulation or executive order to close.
Form and Denominations
Notes will be issued in registered form only, without coupons, in denominations of $2,000 and whole multiples of $1,000 in excess
thereof.
Book-Entry Issuance
The Depository Trust Company, or DTC, will act as securities depositary for the notes. The 2017 notes, the 2019 notes and the 2021
notes each will be initially represented by one or more global notes registered in the name of DTC or its nominee. For additional information
concerning DTC and its procedures, see the section captioned "Description of Debt Securities--Book-Entry Issuance, Clearing and Settlement" in
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Definitive Prospectus Supplement
the accompanying prospectus.
Same-Day Settlement
Settlement for the notes will be made by the underwriters in immediately available funds. The notes will trade in DTC's system until
maturity. As a result, DTC will require secondary trading activity in the notes to be settled in immediately available funds.

S-9
Table of Contents
Optional Redemption
Prior to December 15, 2017 (their maturity date), in the case of the 2017 notes, prior to December 15, 2019 (their maturity date), in the
case of the 2019 notes, and prior to December 15, 2021 (their maturity date), in the case of the 2021 notes, the 2017 notes, the 2019 notes and the
2021 notes will be redeemable, in whole or in part, at any time and from time to time, at our option, on not less than 30 nor more than 60 days'
notice by mail, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes to be redeemed and (2) the sum of the
present values of the remaining scheduled payments of principal and interest on the notes to be redeemed (excluding the portion of any such
interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Yield (as defined below), plus 10 basis points for the 2017 notes, plus 12.5 basis points for the 2019 notes and plus
15 basis points for the 2021 notes, plus, in each case, accrued and unpaid interest to, but not including, the redemption date.
For this purpose, the following terms have the following meanings:

· "Treasury Yield" means, with respect to any redemption date, the rate per year equal to the semiannual equivalent yield to maturity
or interpolated (on a day-count basis) yield to maturity of the applicable Comparable Treasury Issue, assuming a price for such

Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price
for such redemption date.

· "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker appointed
by the trustee under the indenture after consultation with us as having an actual or interpolated maturity comparable to the

remaining term of the notes being redeemed, or such other maturity 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 being redeemed.

· "Comparable Treasury Price" means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations for such

redemption date, or (2) if the trustee under the indenture obtains fewer than four such Reference Treasury Dealer Quotations, the
average of all such Reference Treasury Dealer Quotations.

· "Independent Investment Banker" means any of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., J.P.
Morgan Securities LLC or Morgan Stanley & Co. LLC or their respective successors or, if such firms are unwilling or unable to

select the Comparable Treasury Issue, one of the remaining Reference Treasury Dealers appointed by the trustee under the
indenture after consultation with us.

· "Reference Treasury Dealer" means (1) any of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., J.P.
Morgan Securities LLC or Morgan Stanley & Co. LLC or their affiliates and any other primary U.S. Government securities dealer
in the United States (a "Primary Treasury Dealer") designated by, and not affiliated with, any of Merrill Lynch, Pierce, Fenner &

Smith Incorporated, Goldman, Sachs & Co., J.P. Morgan Securities LLC or Morgan Stanley & Co. LLC; provided, however, that
if Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., J.P. Morgan Securities LLC or Morgan Stanley &
Co. LLC or any of their respective affiliates shall cease to be a Primary Treasury Dealer, we will appoint another Primary Treasury
Dealer as a substitute for such entity and (2) any other Primary Treasury Dealer selected by the trustee under the indenture.

· "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the

average, as determined by the trustee under the indenture, of the bid

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and asked prices for the applicable Comparable Treasury Issue (expressed, in each case, as a percentage of its principal amount)

quoted in writing to the trustee under the indenture by such Reference Treasury Dealer at 5:00 p.m. on the third business day
preceding such redemption date.
A notice of redemption may provide that it is subject to certain conditions that will be specified in the notice. If those conditions are not
met, the redemption notice will be of no effect and we will not be obligated to redeem the notes.
If we redeem less than all of any series of the notes at any time, selection of the notes for redemption will be made by the trustee under
the indenture on:


· a pro rata basis (and in a manner that complies with applicable legal and stock exchange requirements, if any); or


· by any other method as the trustee under the indenture shall deem fair and appropriate.
Sinking Fund
The notes do not have the benefit of any sinking fund.
Change of Control Offer
If a Change of Control Triggering Event occurs with respect to the 2017 notes, the 2019 notes or the 2021 notes, unless we have
exercised our option to redeem all such notes as described above, we will be required to make an offer (a "Change of Control Offer") to each
holder of the series of notes with respect to which such Change of Control Triggering Event has occurred to repurchase all or any part (equal to
$2,000 or an integral multiple of $1,000 in excess thereof) of that holder's notes on the terms set forth in such notes. In a Change of Control Offer,
we will be required to offer payment in cash equal to 101% of the aggregate principal amount of notes repurchased, plus accrued and unpaid
interest, if any, on the notes repurchased to, but not including, the date of repurchase (a "Change of Control Payment"). Within 30 days following
any Change of Control Triggering Event or, at our option, prior to any Change of Control, but after public announcement of the transaction that
constitutes or may constitute the Change of Control, a notice will be transmitted to the holders of the 2017 notes, the 2019 notes or the 2021 notes,
as the case may be, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase
such notes on the date specified in the applicable notice, which date will be no earlier than 30 days and no later than 60 days from the date such
notice is transmitted (a "Change of Control Payment Date"). The notice will, if transmitted prior to the date of consummation of the Change of
Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable
Change of Control Payment Date.
On each Change of Control Payment Date, we will, to the extent lawful:


· accept for payment all notes or portions of notes properly tendered pursuant to the applicable Change of Control Offer;

· deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes

properly tendered; and

· deliver or cause to be delivered to the trustee under the indenture the notes properly accepted together with an officers' certificate

stating the aggregate principal amount of notes or portions of notes being repurchased.

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We will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party
makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by us and the third party
repurchases all notes properly tendered and not withdrawn under its offer. In addition, we will not repurchase any notes if there has occurred and is
continuing on the Change of Control Payment Date an event of default under the indenture, other than a default in the payment of the Change of
Control Payment upon a Change of Control Triggering Event.
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