Bond UnitedHealth Group 4.25% ( US91324PDL31 ) in USD

Issuer UnitedHealth Group
Market price refresh price now   86.747 %  ▼ 
Country  United States
ISIN code  US91324PDL31 ( in USD )
Interest rate 4.25% per year ( payment 2 times a year)
Maturity 15/06/2048



Prospectus brochure of the bond UnitedHealth Group US91324PDL31 en USD 4.25%, maturity 15/06/2048


Minimal amount 2 000 USD
Total amount 1 350 000 000 USD
Cusip 91324PDL3
Standard & Poor's ( S&P ) rating A+ ( Upper medium grade - Investment-grade )
Moody's rating A3 ( Upper medium grade - Investment-grade )
Next Coupon 15/12/2024 ( In 165 days )
Detailed description The Bond issued by UnitedHealth Group ( United States ) , in USD, with the ISIN code US91324PDL31, pays a coupon of 4.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/06/2048

The Bond issued by UnitedHealth Group ( United States ) , in USD, with the ISIN code US91324PDL31, 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 US91324PDL31, was rated A+ ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







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424B5 1 d600059d424b5.htm 424B5
Table of Contents
Filed pursuant to Rule 424(b)(5)
File No. 333-216150
CALCULATION OF REGISTRATION FEE


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

Offering Price
Registration Fee(1)(2)
Floating Rate Notes due June 15, 2021
$ 350,000,000
$ 43,575
3.150% Notes due June 15, 2021
$ 400,000,000
$ 49,800
3.500% Notes due June 15, 2023
$ 750,000,000
$ 93,375
3.850% Notes due June 15, 2028
$1,150,000,000
$143,175
4.250% Notes due June 15, 2048
$1,350,000,000
$168,075


(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933. The total registration fee due for this offering is $498,000.
(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
Prospectus Supplement to Prospectus dated February 21, 2017
$4,000,000,000

$350,000,000 Floating Rate Notes due June 15, 2021
$400,000,000 3.150% Notes due June 15, 2021
$750,000,000 3.500% Notes due June 15, 2023
$1,150,000,000 3.850% Notes due June 15, 2028
$1,350,000,000 4.250% Notes due June 15, 2048


We are offering $350,000,000 principal amount of floating rate notes due June 15, 2021, $400,000,000 principal amount of 3.150% notes due June 15,
2021, $750,000,000 principal amount of 3.500% notes due June 15, 2023, $1,150,000,000 principal amount of 3.850% notes due June 15, 2028, and
$1,350,000,000 principal amount of 4.250% notes due June 15, 2048. We refer to the 2021 floating rate notes, the 2021 notes, the 2023 notes, the 2028 notes
and the 2048 notes collectively as the notes, we refer to the 2021 floating rate notes as the floating rate notes, and we refer to the 2021 notes, the 2023 notes,
the 2028 notes and the 2048 notes collectively as the fixed rate notes.
The interest rate on the floating rate notes will be a floating rate, subject to adjustment on a quarterly basis, equal to LIBOR for three-month U.S. dollar
deposits plus 0.260%, except as noted below with respect to the initial interest period (short first coupon). Interest on the floating rate notes will be payable
quarterly on March 15, June 15, September 15 and December 15 of each year, beginning on September 15, 2018. For the initial interest period (short first
coupon), the interest rate in effect will be based on an interpolated LIBOR (for two-month U.S. dollar deposits and three-month U.S. dollar deposits),
determined on the interest determination date, plus 0.260%. Interest on the fixed rate notes will be payable semi-annually on June 15 and December 15,
beginning on December 15, 2018, in each case at the applicable rates set forth above. At our option, we may redeem any series of fixed rate 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, we will be required to offer to repurchase the floating rate notes
and, unless we have exercised our option to redeem all fixed rate notes of an applicable series, we will be required to offer to repurchase such series of fixed
rate 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.


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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

Floating Rate Notes


100.000%
$ 350,000,000

0.250%
$
875,000

99.750%
$ 349,125,000
2021 Notes


99.946%
$ 399,784,000

0.250%
$ 1,000,000

99.696%
$ 398,784,000
2023 Notes


99.950%
$ 749,625,000

0.350%
$ 2,625,000

99.600%
$ 747,000,000
2028 Notes


99.828%
$1,148,022,000

0.450%
$ 5,175,000

99.378%
$1,142,847,000
2048 Notes


99.312%
$1,340,712,000

0.750%
$10,125,000

98.562%
$1,330,587,000















Combined Total


$3,988,143,000

$19,800,000

$3,968,343,000
















(1) Plus accrued interest from June 19, 2018 if settlement occurs after that date.
The underwriters expect to deliver the notes to investors on or about June 19, 2018 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
Barclays

Goldman Sachs & Co. LLC

Morgan Stanley

RBC Capital Markets
Senior Co-Managers

Citigroup

Credit Suisse

HSBC

J.P. Morgan
Mizuho Securities

PNC Capital Markets LLC

US Bancorp

Wells Fargo Securities
Co-Managers

BB&T Capital Markets

BMO Capital Markets

BNY Mellon Capital Markets, LLC

Deutsche Bank Securities
Drexel Hamilton
Fifth Third Securities

KeyBanc Capital Markets

MUFG

Ramirez & Co., Inc.

Regions Securities LLC
Santander
SunTrust Robinson Humphrey

TD Securities

Huntington Capital Markets

The Williams Capital Group, L.P.


Prospectus Supplement dated June 14, 2018
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.
We expect to deliver the notes against payment therefor in New York City on or about the expected settlement date specified on the
cover page of this prospectus supplement, which will be the third business day following the date of this prospectus supplement and the
pricing of the notes (such settlement cycle being referred to as "T+3"). You should note that trading of the notes on the pricing date may
be affected by the T+3 settlement. See "Underwriting."


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
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Ratio of Earnings to Fixed Charges
S-4
Description of the Notes
S-5
Material U.S. Federal Income Tax Consequences
S-14
Underwriting
S-19
Legal Matters
S-24
Experts
S-24
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
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

S-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:
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· Annual Report on Form 10-K for the year ended December 31, 2017, or the 2017 10-K;


· Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018; and


· Current Reports on Form 8-K filed on February 15, 2018, March 13, 2018 and June 8, 2018.
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
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," "outlook," "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 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; the outcome of the Department of Justice's legal actions relating to risk adjustment submission matters; 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 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; the performance of our investment portfolio; impairment of the value of our
goodwill and intangible assets if estimated future results do not adequately support goodwill and intangible assets recorded for our existing
businesses or the businesses that we acquire; 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
our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-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
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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
Table of Contents
UNITEDHEALTH GROUP
UnitedHealth Group is a diversified health care company dedicated to helping people live healthier lives and helping make the health system
work better for everyone.
Through our diversified family of businesses, we leverage core competencies in data and health information; advanced technology; and
clinical expertise 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 the provision of 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 or accessible
through our website is not part of this prospectus supplement or the accompanying prospectus.

S-3
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 2017 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 whether 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.
The potential phasing out of LIBOR after 2021 may adversely affect the value of the floating rate notes.
On July 27, 2017, the UK Financial Conduct Authority, or the FCA, announced that it will no longer persuade or compel banks to submit
rates for the calculation of the London interbank offered rate, or LIBOR, after 2021 and that market participants should not rely on LIBOR being
available after 2021, which we refer to as the FCA announcement. It is not possible to predict the effect of the FCA announcement, any changes in
the methods pursuant to which the LIBOR rates are determined and any other reforms to LIBOR, including to the rules promulgated by the FCA in
relation thereto, that will be enacted in the United Kingdom and elsewhere, which may adversely affect the trading market for LIBOR-based
securities, including the floating rate notes, or result in the phasing out of LIBOR as a reference rate for securities. In addition, any changes
announced by the FCA (including the FCA announcement), ICE Benchmark Administration Limited as independent administrator of LIBOR or any
other successor governance or oversight body, or future changes adopted by any such body, in the method pursuant to which the LIBOR rates are
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determined may result in a sudden or prolonged increase or decrease in the reported LIBOR rates. If a published LIBOR is unavailable after 2021,
the interest rate of the floating rate notes will be determined using the alternative methods described under "Description of the Notes--Title,
Principal Amount, Maturity and Interest--Floating Rate Notes." If any of the above were to occur, the level of interest payments and the value of
the floating rate notes may be affected. Further, uncertainty as to the extent and manner in which the United Kingdom government's
recommendations following its review of LIBOR in September 2012 will continue to be adopted and the timing of such changes may adversely
affect the current trading market for LIBOR-based securities and the value of the floating rate notes.
USE OF PROCEEDS
We will receive net proceeds from this offering of approximately $3,965,358,000 after deducting underwriting discounts and other expenses
of the offering payable by us. We intend to use the net proceeds from this offering for general corporate purposes, which may include redeeming or
repurchasing outstanding securities or refinancing commercial paper or other debt. As of March 31, 2018, we had approximately $4.4 billion of
commercial paper outstanding, with a weighted-average annual interest rate of 2.0%.
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.

Three Months

Ended


Year Ended December 31,
March 31,




2018

2017
2016
2015
2014
2013
Ratio of earnings to fixed charges

10.6x 11.0x 10.5x 11.7x 13.8x 11.6x

S-4
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 floating rate notes, the 2021 notes, the 2023 notes, the 2028 notes and the
2048 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."
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Title, Principal Amount, Maturity and Interest
The floating rate notes are designated as our floating rate notes due June 15, 2021, the 2021 notes are designated as our 3.150% notes due
June 15, 2021, the 2023 notes are designated as our 3.500% notes due June 15, 2023, the 2028 notes are designated as our 3.850% notes due June
15, 2028 and the 2048 notes are designated as our 4.250% notes due June 15, 2048.
The notes are initially limited in aggregate principal amount to $350,000,000 for the floating rate notes, $400,000,000 for the 2021 notes,
$750,000,000 for the 2023 notes, $1,150,000,000 for the 2028 notes and $1,350,000,000 for the 2048 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 floating rate notes will mature and become due and payable, together with any accrued and unpaid interest, on June 15, 2021. The
2021 notes will mature and become due and payable, together with any accrued and unpaid interest, on June 15, 2021. The 2023 notes will mature
and become due and payable, together with any accrued and unpaid interest, on June 15, 2023. The 2028 notes will mature and become due and
payable, together with any accrued and unpaid interest, on June 15, 2028. The 2048 notes will mature and become due

S-5
Table of Contents
and payable, together with any accrued and unpaid interest, on June 15, 2048. We may redeem any series of fixed rate 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, we
will be required to offer to repurchase the floating rate notes and, unless we have exercised our option to redeem all fixed rate notes of an
applicable series, we will be required to offer to repurchase such series of fixed rate notes, in each case at the prices described in this prospectus
supplement. See "--Change of Control Offer" below.
If any interest payment date, the maturity date or any date of repurchase or redemption date for any fixed rate note falls on a day that is not a
business day, we will postpone the payment of principal and interest to the next succeeding business day, but the payment made on such date will
be treated as being made on the date that the payment was first due and the holders of the notes will not be entitled to any further interest or other
payments with respect to such postponement. If any interest payment date, other than a maturity date or any date of repurchase, for the floating rate
notes falls on a day that is not a business day, such interest payment date will be postponed to the next succeeding business day, except that if such
business day falls in the next succeeding calendar month, the applicable interest payment date will be the immediately preceding business day. If
the maturity date or any date of repurchase for the floating rate notes falls on a day that is not a business day, we will postpone the payment of
principal and interest to the next succeeding business day, but the payment made on such date will be treated as being made on the date that the
payment was first due and the holders of the notes will not be entitled to any further interest or other payments with respect to such postponement.
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, provided that, with respect to the floating rate
notes, the day is also a London business day (as defined below).
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.
Floating Rate Notes
The floating rate notes will bear interest at a rate per annum, reset quarterly, equal to LIBOR (as defined below) plus 0.260%, except as
noted below with respect to the initial interest period (short first coupon), as determined by the calculation agent. U.S. Bank National Association
will initially act as the calculation agent for the floating rate notes. We will pay interest on the floating rate notes quarterly in arrears on each
March 15, June 15, September 15 and December 15, and on the maturity date. The first interest payment date will be September 15, 2018. For the
initial interest period (short first coupon), the interest rate in effect will be based on an interpolated LIBOR (for two-month U.S. dollar deposits
and three-month U.S. dollar deposits), determined on the interest determination date (as defined below), plus 0.260%. The regular record date for
payments of interest is the 15th calendar day (whether or not a business day) immediately preceding the applicable interest payment date. Interest
will be computed on the basis of a 360-day year for the actual number of days elapsed.
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424B5
Interest on the floating rate notes will accrue from, and including, June 19, 2018, to, but excluding, the first interest payment date and then
from, and including, the immediately preceding interest payment date to which interest has been paid or provided for to, but excluding, the next
interest payment date. We refer to each of these periods as an "interest period." The amount of accrued interest that we will pay on a floating rate
note for any interest period can be calculated by multiplying the face amount of the floating rate note by an accrued interest factor. This accrued
interest factor is computed by adding the interest factor calculated for each calendar day from June 19, 2018, or from the last date to which we
paid or provided for interest to you, to, but excluding, the date for which accrued interest is being calculated. The interest factor for each day is
computed by dividing the per annum interest rate applicable to that day by 360.
All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or
.0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded
upwards).

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The calculation agent will set the initial interest rate for the floating rate notes on the scheduled closing date for this offering. The calculation
agent will reset the interest rate on each interest payment date thereafter. We refer to the scheduled closing date and each interest payment date
thereafter as an "interest reset date." The second London business day preceding any interest reset date (including the scheduled closing date) will
be the "interest determination date" for that interest reset date. The interest rate in effect on each day that is not an interest reset date will be the
interest rate determined as of the interest determination date pertaining to the immediately preceding interest reset date. The interest rate in effect
on any day that is an interest reset date (including the scheduled closing date) will be the interest rate determined as of the interest determination
date pertaining to that interest reset date.
"Index Maturity" means three months (except that, for purposes of calculating the interpolated interest rate in effect for the initial interest
period (short first coupon), "Index Maturity" means two months with respect to calculating LIBOR for two-month U.S. dollar deposits and "Index
Maturity" means three months with respect to calculating LIBOR for three-month U.S. dollar deposits).
"LIBOR" will be determined by the calculation agent in accordance with the following provisions:

(a)
With respect to any interest period, LIBOR will be the rate (expressed as a percentage per annum) for deposits in United States dollars
having a maturity of the Index Maturity commencing on the first day of the applicable interest period that appears on Reuters Screen

LIBOR01 Page as of 11:00 a.m., London time, on that interest determination date. If no rate appears, LIBOR for that interest
determination date will be determined in accordance with the provisions described in (b) below.

(b)
With respect to an interest determination date on which no rate appears on Reuters Screen LIBOR01 Page, as specified in (a) above, the
calculation agent will request the principal London offices of each of four major reference banks in the London interbank market, as
selected by the calculation agent, to provide the calculation agent with its offered quotation for deposits in United States dollars for the
Index Maturity, commencing on the first day of the applicable interest period, to prime banks in the London interbank market at
approximately 11:00 a.m., London time, on that interest determination date and in a principal amount that is representative for a single
transaction in United States dollars in that market at that time. If at least two quotations are provided, then LIBOR on that interest

determination date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, then LIBOR on the
interest determination date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in The City of New York, on
the interest determination date by three major banks in The City of New York selected by the calculation agent for loans in United
States dollars to leading European banks, having an Index Maturity and in a principal amount that is representative for a single
transaction in United States dollars in that market at that time. If, however, the banks selected by the calculation agent are not
providing quotations in the manner described by the previous sentence, LIBOR determined as of that interest determination date will be
LIBOR in effect prior to that interest determination date.
"London business day" means any day on which dealings in United States dollars are transacted in the London interbank market.
"Reuters Screen LIBOR01 Page" means the display designated as the Reuters Screen LIBOR01 Page, or such other screen as may replace the
Reuters Screen LIBOR01 Page on the service or successor service as may be nominated by the British Bankers' Association for the purpose of
displaying the London interbank offered rates for United States dollar deposits.
The interest rate on the floating rate notes will in no event be higher than the maximum rate permitted by New York law as the same may be
modified by United States law of general application.
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424B5
All calculations of the calculation agent, in the absence of manifest error, will be conclusive for all purposes and binding on us and the
holders of the floating rate notes. We may appoint a successor calculation agent with the written consent of the trustee under the indenture, which
consent will not be unreasonably withheld.

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Fixed Rate Notes
The 2021 notes will bear interest at a rate of 3.150% per year from June 19, 2018 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 2021 notes semi-annually in arrears on each June
15 and December 15. The first interest payment date will be December 15, 2018. The regular record dates for payments of interest are the June 1
and December 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.
The 2023 notes will bear interest at a rate of 3.500% per year from June 19, 2018 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 2023 notes semi-annually in arrears on each June
15 and December 15. The first interest payment date will be December 15, 2018. The regular record dates for payments of interest are the June 1
and December 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.
The 2028 notes will bear interest at a rate of 3.850% per year from June 19, 2018 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 2028 notes semi-annually in arrears on each June
15 and December 15. The first interest payment date will be December 15, 2018. The regular record dates for payments of interest are the June 1
and December 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.
The 2048 notes will bear interest at a rate of 4.250% per year from June 19, 2018 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 2048 notes semi-annually in arrears on each June
15 and December 15. The first interest payment date will be December 15, 2018. The regular record dates for payments of interest are the June 1
and December 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.
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 floating rate notes, the 2021 notes, the
2023 notes, the 2028 notes and the 2048 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.

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424B5
Optional Redemption
The floating rate notes are not redeemable at our option before their maturity date.
Prior to June 15, 2021 (their maturity date), in the case of the 2021 notes, prior to June 15, 2023 (their maturity date), in the case of the
2023 notes, prior to June 15, 2028 (their maturity date), in the case of the 2028 notes, and prior to December 15, 2047 (six months prior to their
maturity date) (the "2048 par call date"), in the case of the 2048 notes, the 2021 notes, the 2023 notes, the 2028 notes and the 2048 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 series of fixed rate notes to be redeemed and (2) (i) in
the case of the 2021 notes, the 2023 notes and the 2028 notes, the sum of the present values of the remaining scheduled payments of principal and
interest on the fixed rate 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 in the case of the 2021 notes, plus 15 basis points in the case of the 2023 notes and plus 15 basis points in the case of the 2028
notes, plus, in each case, accrued and unpaid interest thereon to, but not including, the redemption date; and (ii) in the case of the 2048 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 2048 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 2048 par call date, the 2048 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 2048 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:

· "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 2048 notes that such series of notes matured on the 2048 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Goldman
Sachs & Co. LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, 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.

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· "Reference Treasury Dealer" means each of (1) Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Goldman
Sachs & Co. LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC or their affiliates; (2) any other primary U.S. Government
securities dealer in the United States (a "Primary Treasury Dealer") designated by, and not affiliated with, Merrill Lynch, Pierce,

Fenner & Smith Incorporated, Barclays Capital Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC or RBC Capital
Markets, LLC; provided, however, in the case of (1) and (2), that if any of the foregoing shall cease to be a Primary Treasury Dealer,
we will appoint another Primary Treasury Dealer as a substitute for such entity; and (3) 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 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
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