Bond UnitedHealth Group 4.25% ( US91324PCZ36 ) in USD

Issuer UnitedHealth Group
Market price refresh price now   81.86 %  ▼ 
Country  United States
ISIN code  US91324PCZ36 ( in USD )
Interest rate 4.25% per year ( payment 2 times a year)
Maturity 15/04/2047



Prospectus brochure of the bond UnitedHealth Group US91324PCZ36 en USD 4.25%, maturity 15/04/2047


Minimal amount 2 000 USD
Total amount 725 000 000 USD
Cusip 91324PCZ3
Standard & Poor's ( S&P ) rating A+ ( Upper medium grade - Investment-grade )
Moody's rating A3 ( Upper medium grade - Investment-grade )
Next Coupon 15/10/2024 ( In 104 days )
Detailed description The Bond issued by UnitedHealth Group ( United States ) , in USD, with the ISIN code US91324PCZ36, pays a coupon of 4.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/04/2047

The Bond issued by UnitedHealth Group ( United States ) , in USD, with the ISIN code US91324PCZ36, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by UnitedHealth Group ( United States ) , in USD, with the ISIN code US91324PCZ36, was rated A+ ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







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Table of Contents
CALCULATION OF REGISTRATION FEE


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

Offering Price

Registration Fee(1)(2)
3.375% Notes due April 15, 2027

$625,000,000

$72,437.50
4.250% Notes due April 15, 2047

$725,000,000

$84,027.50



(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933. The total registration fee due for this offering is $156,465.
(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. 333-216150) in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933.
Table of Contents
Filed pursuant to Rule 424(b)(2)
File No. 333-216150

Prospectus Supplement to Prospectus dated February 21, 2017

$1,350,000,000

$625,000,000 3.375% Notes due April 15, 2027
$725,000,000 4.250% Notes due April 15, 2047


We are offering $625,000,000 principal amount of 3.375% notes due April 15, 2027 and $725,000,000 principal amount of 4.250% notes due
April 15, 2047. We refer to the 2027 notes and the 2047 notes collectively as the notes.
Interest on the 2027 notes and the 2047 notes will be payable semi-annually on April 15 and October 15, beginning on October 15, 2017, in
each case at the applicable rates set forth above. At our option, we may redeem any series of 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 with respect to any series of notes, unless we have exercised our
option to redeem all notes of such series, we will be required to offer to repurchase such series of notes, in each case 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 in right of payment 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-4 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.

Proceeds to Us


Public Offering Price(1)

Underwriting Discount

(before expenses)


Per Note

Total
Per Note

Total
Per Note

Total

2027 Notes

99.489% $ 621,806,250
0.450% $2,812,500 99.039% $ 618,993,750
2047 Notes

99.810% $ 723,622,500
0.750% $5,437,500 99.060% $ 718,185,000















Combined Total


$1,345,428,750

$8,250,000

$1,337,178,750















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(1)
Plus accrued interest from March 13, 2017 if settlement occurs after that date.
The underwriters expect to deliver the notes to investors on or about March 13, 2017 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

J.P. Morgan

BofA Merrill Lynch

Goldman, Sachs & Co.

Morgan Stanley
Co-Managers
Barclays BB&T Capital Markets BMO Capital Markets BNY Mellon Capital Markets, LLC Citigroup
Credit Suisse Deutsche Bank Securities Drexel Hamilton Fifth Third Securities Huntington Investment Company
KeyBanc Capital Markets Mizuho Securities PNC Capital Markets LLC RBC Capital Markets Regions Securities LLC
SunTrust Robinson Humphrey US Bancorp Wells Fargo Securities The Williams Group, L.P.


Prospectus Supplement dated March 8, 2017
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-3
Risk Factors
S-4
Use of Proceeds
S-4
Ratio of Earnings to Fixed Charges
S-4
Description of the Notes
S-5
Material U.S. Federal Income Tax Consequences
S-12
Underwriting
S-17
Legal Matters
S-22
Experts
S-22
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

3
UnitedHealth Group

4
Risk Factors

5
Use of Proceeds

5
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Ratio of Earnings to Fixed Charges

5
Description of Debt Securities

6
Description of Preferred Stock

15
Description of Common Stock

16
Description of Warrants

17
Description of Guarantees

18
Plan of Distribution

19
Legal Matters

21
Experts

21

i
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, 2016, or the 2016 10-K;

· the portions of the Definitive Proxy Statement on Schedule 14A for the 2016 Annual Meeting of Shareholders filed on April 22, 2016

incorporated by reference into the Annual Report on Form 10-K for the year ended December 31, 2015; and


· Current Report on Form 8-K filed on January 17, 2017 (reporting information under Item 5.02 thereof).
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
UnitedHealth Group Center
9900 Bren Road East
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Minnetonka, Minnesota 55343
Attn: Legal Department
(952) 936-1300

S-1
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The statements, estimates, projections 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," "outlook," "plan," "project," "should" and similar expressions are intended to 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 actual 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; new laws or
regulations, or changes in existing laws or regulations, or their enforcement or application, including 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; assessments for insolvent payers under state guaranty fund laws; our ability to maintain and achieve improvement in CMS Star Ratings
and other quality scores that impact revenue; reductions in revenue or delays to cash flows received under Medicare, Medicaid and other
government programs, including sequestration and the effects of a prolonged U.S. government shutdown or debt ceiling constraints; changes in
Medicare, including changes in payment methodology, the CMS Star Ratings program or the application of risk adjustment data validation audits;
cyber-attacks or other privacy or data security incidents; failure to comply with privacy and data security regulations; regulatory and other risks and
uncertainties of the pharmacy benefits management industry; competitive pressures, which could affect our ability to maintain or increase our
market share; changes in or challenges to our public sector contract awards; our ability to execute contracts on competitive terms with physicians,
hospitals and other service providers; failure to achieve targeted operating cost productivity improvements, including savings resulting from
technology enhancement and administrative modernization; 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; fluctuations in foreign currency exchange rates on our reported shareholders' equity and results of operations;
downgrades in our credit ratings; adverse economic conditions, including decreases in enrollment resulting from increases in the unemployment
rate and commercial attrition; the performance of our investment portfolio; 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 do not operate as intended; and 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.
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 2016 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 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 or implied 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, except as required by applicable securities laws.

S-2
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UNITEDHEALTH GROUP
UnitedHealth Group is a diversified health and well-being company dedicated to helping people live healthier lives and helping to make the
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health care system work better for everyone.
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 an array of customers and markets. UnitedHealthcare Employer & Individual serves
employers ranging from sole proprietorships to large, multi-site and national employers, public sector employers and other individuals.
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 Global includes UnitedHealthcare Brazil, a health care company providing health and dental benefits and hospital and clinical
services to employer groups and 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, governments, life
sciences companies and consumers, through its OptumHealth, OptumInsight and OptumRx businesses. These businesses have dedicated units that
help improve overall health system performance through optimizing care quality, reducing costs and improving consumer experience and care
provider performance leveraging distinctive capabilities in data and analytics, pharmacy care services, population health, health care delivery and
health care operations.
UnitedHealth Group Incorporated was incorporated in January 1977 in Minnesota and was reincorporated in Delaware on July 1, 2015
pursuant to a plan of conversion. 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-3
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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 2016 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 or view copies of incorporated information.
USE OF PROCEEDS
We will receive net proceeds from this offering of approximately $1,334,568,750 after deducting underwriting discounts and other expenses
of the offering payable by us. We intend to use the net proceeds from this offering to repay commercial paper borrowings, which were incurred for
general corporate and working capital purposes, and for other general corporate purposes, which may include redeeming or repurchasing
outstanding securities or refinancing debt. As of December 31, 2016, we had approximately $3,633 million of commercial paper outstanding, with
a weighted-average annual interest rate of 0.9%.
We will temporarily invest any net proceeds not used immediately in short-term, interest-bearing obligations.
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.



Year Ended December 31,



2016
2015
2014
2013
2012
Ratio of earnings to fixed charges
10.5x 11.7x 13.8x 11.6x 12.8x
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S-4
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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 2027 notes and the 2047 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 registration statement which includes 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 in right of payment with all of 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
The 2027 notes are designated as our 3.375% notes due April 15, 2027, and the 2047 notes are designated as our 4.250% notes due April 15,
2047.
The notes are initially limited in aggregate principal amount to $625,000,000 for the 2027 notes and $725,000,000 for the 2047 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 2027 notes will mature and become due and payable, together with any accrued and unpaid interest, on April 15, 2027. The 2047 notes
will mature and become due and payable, together with any accrued and unpaid interest, on April 15, 2047. We may redeem any series of 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 all notes of an applicable series, we will be required to offer to repurchase such
series of notes at the price described in this prospectus supplement. See "--Change of Control Offer" below.

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The 2027 notes will bear interest at a rate of 3.375% per year from March 13, 2017 or from the most recent interest payment date to which
we paid or provided for interest on the notes until their principal is paid. We will pay interest on the 2027 notes semi-annually in arrears on each
April 15 and October 15. The first interest payment date will be October 15, 2017. The regular record dates for payments of interest are the April 1
and October 1 immediately preceding the applicable interest payment date (whether or not a business day). 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
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30-day months.
The 2047 notes will bear interest at a rate of 4.250% per year from March 13, 2017 or from the most recent interest payment date to which
we paid or provided for interest on the notes until their principal is paid. We will pay interest on the 2047 notes semi-annually in arrears on each
April 15 and October 15. The first interest payment date will be October 15, 2017. The regular record dates for payments of interest are the April 1
and October 1 immediately preceding the applicable interest payment date (whether or not a business day). 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 on the notes 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 having been 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.
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.
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 2027 notes and the 2047 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 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.
Optional Redemption
Prior to April 15, 2027 (their maturity date), in the case of the 2027 notes, and prior to October 15, 2046 (six months prior to their maturity
date) (the "2047 par call date"), in the case of the 2047 notes, the 2027 notes and the 2047 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 applicable notes to be redeemed and (2) (i) in the case of the 2027 notes, the sum of the

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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 15 basis points, plus accrued and unpaid interest thereon to, but not including, the
redemption date; and (ii) in the case of the 2047 notes, 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) that would be due if such notes matured on
the 2047 par call 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 20 basis points, plus accrued and unpaid interest thereon to, but not including, the redemption date.
At any time on or after the 2047 par call date, the 2047 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 100% of the principal amount of the 2047 notes to
be redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.
For this purpose, the following terms have the following meanings:

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· "Treasury Yield" means, with respect to any redemption date, the rate per year equal to the semi-annual 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 (assuming in the case of the 2047 notes that such series of notes matured on the 2047 par call date), 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 J.P. Morgan Securities LLC, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated 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 each of (1) J.P. Morgan Securities LLC, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, 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 J.P. Morgan Securities LLC, Goldman,

Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated or Morgan Stanley & Co. LLC; provided, however, that if J.P.
Morgan Securities LLC, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated 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.

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· "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 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 such series of 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 2027 notes or the 2047 notes, unless we have exercised our option to
redeem all such notes of the applicable series 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
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constitutes or may constitute the Change of Control, a notice will be transmitted to the holders of the 2027 notes or the 2047 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.
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

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with the requirements for an offer made by us and the third party purchases 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.
We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control Triggering Event.
To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the notes, we
will comply with those securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Offer
provisions of the notes by virtue of any such conflict.
For purposes of the Change of Control Offer provisions of the notes, the following terms have the following meanings:

· "Change of Control" means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of our
assets and the assets of our subsidiaries, taken as a whole, to any person, other than our company or one of our subsidiaries; (2) the
consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person
becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50%
of our outstanding Voting Stock or other Voting Stock into which our Voting Stock is reclassified, consolidated, exchanged or changed,
measured by voting power rather than number of shares; (3) we consolidate with, or merge with or into, any person, or any person
consolidates with, or merges with or into, us, in any such event pursuant to a transaction in which any of our outstanding Voting Stock
or the Voting Stock of such other person is converted into or exchanged for cash, securities or other property, other than any such

transaction where the shares of our Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or
exchanged for, a majority of the Voting Stock of the surviving person or any direct or indirect parent company of the surviving person
immediately after giving effect to such transaction; (4) the first day on which a majority of the members of our Board of Directors are
not Continuing Directors; or (5) the adoption of a plan relating to our liquidation or dissolution. Notwithstanding the foregoing, a
transaction will not be deemed to involve a Change of Control under clause (2) above if (i) we become a direct or indirect wholly-
owned subsidiary of a holding company and (ii) (A) the direct or indirect holders of the Voting Stock of such holding company
immediately following that transaction are substantially the same as the holders of our Voting Stock immediately prior to that
transaction or (B) immediately following that transaction no person (other than a holding company satisfying the requirements of this
sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company. The term
"person," as used in this definition, has the meaning given thereto in Section 13(d)(3) of the Exchange Act.


· "Change of Control Triggering Event" means the occurrence of both a Change of Control and a Rating Event.

· "Continuing Directors" means, as of any date of determination, any member of our Board of Directors who (1) was a member of such
Board of Directors on the date the notes were issued or (2) was nominated for election, elected or appointed to such Board of Directors

with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such
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nomination, election or appointment (either by a specific vote or by approval of our proxy statement in which such member was named
as a nominee for election as a director).


· "Fitch" means Fitch, Inc., and its successors.

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· "Investment Grade Rating" means a rating equal to or higher than BBB- (or the equivalent) by Fitch, Baa3 (or the equivalent) by

Moody's and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from any replacement Rating Agency
or Rating Agencies selected by us.


· "Moody's" means Moody's Investors Service, Inc., and its successors.

· "Rating Agencies" means (1) each of Fitch, Moody's and S&P, and (2) if any of Fitch, Moody's or S&P ceases to rate the notes or fails
to make a rating of the notes publicly available for reasons outside of our control, a "nationally recognized statistical rating

organization" within the meaning of Section 3(a)(62) under the Exchange Act selected by us (as certified by a resolution of our Board of
Directors) as a replacement agency for Fitch, Moody's or S&P, or all of them, as the case may be.

· "Rating Event" means (A) with respect to the 2027 notes, the rating on the 2027 notes is lowered by each of the three Rating Agencies
and the 2027 notes are rated below an Investment Grade Rating by each of the three Rating Agencies, and (B) with respect to the 2047
notes, the rating on the 2047 notes is lowered by each of the three Rating Agencies and the 2047 notes are rated below an Investment

Grade Rating by each of the three Rating Agencies, in any case on any day during the period (which period will be extended so long as
the rating of the applicable notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies)
commencing on the date of the first public notice of the occurrence of a Change of Control or our intention to effect a Change of
Control and ending 60 days following consummation of such Change of Control.


· "S&P" means Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc., and its successors.

· "Voting Stock" means, with respect to any specified "person" (as that term is used in Section 13(d)(3) of the Exchange Act) as of any

date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.
Certain Covenants
Merger, Consolidation or Sale of Assets
The indenture provides that we may not consolidate or merge with or into another company or sell or lease all or substantially all of our
property or assets to another company unless:

· we are the continuing corporation, or the successor corporation is a domestic corporation and expressly assumes the payment of

principal and interest on the notes and the performance and observance of all the covenants and conditions of the indenture binding on
us; and

· immediately after such transaction, we are not, or the successor corporation is not, in default in the performance of a covenant or

condition in the indenture.
Reports
The indenture provides that as long as any notes are outstanding, we will file with the trustee under the indenture, within 15 days after we file
the same with the SEC, copies of the annual reports and of the information, documents and other reports which we may be required to file with the
SEC pursuant to Section 13 or Section 15(d) of the Exchange Act. The filing of such reports, information and documents with the SEC will
constitute filing of such reports, information and documents with the trustee; provided, however, that we will provide a physical or electronic copy
thereof to the trustee promptly following a request therefor from the trustee.
Absence of Certain Covenants
We are not restricted by the indenture from, among other things, incurring, assuming or becoming liable for any type of debt or other
obligations, paying dividends or making distributions on our capital stock or purchasing

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