Obbligazione UnitedHealth Alliance 1.25% ( US91324PDW95 ) in USD

Emittente UnitedHealth Alliance
Prezzo di mercato 99.924 USD  ▲ 
Paese  Stati Uniti
Codice isin  US91324PDW95 ( in USD )
Tasso d'interesse 1.25% per anno ( pagato 2 volte l'anno)
Scadenza 14/01/2026 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione UnitedHealth Group US91324PDW95 in USD 1.25%, scaduta


Importo minimo 2 000 USD
Importo totale 500 000 000 USD
Cusip 91324PDW9
Standard & Poor's ( S&P ) rating A+ ( Upper medium grade - Investment-grade )
Moody's rating A2 ( Upper medium grade - Investment-grade )
Descrizione dettagliata UnitedHealth Group è una delle più grandi aziende sanitarie al mondo, operante nei settori assicurativo, sanitario e tecnologico.

UnitedHealth Group, una delle maggiori e più influenti aziende nel settore sanitario e assicurativo a livello globale, con sede negli Stati Uniti, ha in circolazione un'obbligazione senior identificata dal codice ISIN US91324PDW95 (codice CUSIP 91324PDW9). Questo strumento di debito, parte di un'emissione complessiva pari a 500.000.000 USD, presenta un taglio minimo di acquisto di 2.000 USD ed è denominato in Dollari Statunitensi (USD). Al momento, il suo prezzo di mercato è quotato al 97.784% del valore nominale, offrendo agli investitori un tasso d'interesse annuo dell'1.25%, con pagamenti cedolari effettuati con frequenza semestrale. La scadenza di tale obbligazione è fissata per il 14 gennaio 2026. La qualità creditizia dell'emittente, UnitedHealth Group, è robusta, come attestato dalle valutazioni delle agenzie di rating internazionali: un rating di A+ da Standard & Poor's e un rating di A2 da Moody's, posizionando l'obbligazione nella fascia alta del grado di investimento e riflettendo una solida capacità di onorare gli impegni finanziari.







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424B5 1 d892868d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-236600
CALCULATION OF REGISTRATION FEE


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

Offering Price

Fee(1)(2)
1.250% Notes due January 15, 2026

$500,000,000

$64,900
2.000% Notes due May 15, 2030

$1,250,000,000

$162,250
2.750% Notes due May 15, 2040

$1,000,000,000

$129,800
2.900% Notes due May 15, 2050

$1,250,000,000

$162,250
3.125% Notes due May 15, 2060

$1,000,000,000

$129,800



(1)
This filing fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended (the "Securities Act"). The total
registration fee due for this offering is $649,000.

(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. 333-236600) in accordance with Rules 456(b) and 457(r) under the Securities Act.
Table of Contents
Prospectus Supplement to Prospectus dated February 24, 2020
$5,000,000,000


$ 500,000,000 1.250% Notes due January 15, 2026
$1,250,000,000 2.000% Notes due May 15, 2030
$1,000,000,000 2.750% Notes due May 15, 2040
$1,250,000,000 2.900% Notes due May 15, 2050
$1,000,000,000 3.125% Notes due May 15, 2060


We are offering $500,000,000 principal amount of 1.250% notes due January 15, 2026, $1,250,000,000 principal amount of 2.000% notes due May 15, 2030,
$1,000,000,000 principal amount of 2.750% notes due May 15, 2040, $1,250,000,000 principal amount of 2.900% notes due May 15, 2050 and $1,000,000,000
principal amount of 3.125% notes due May 15, 2060. We refer to the 2026 notes, the 2030 notes, the 2040 notes, the 2050 notes and the 2060 notes collectively as the
notes.
Interest on the 2026 notes will be payable semi-annually on January 15 and July 15, beginning on January 15, 2021, at the rate set forth above. Interest on the
2030 notes, the 2040 notes, the 2050 notes and the 2060 notes will be payable semi-annually on May 15 and November 15, beginning on November 15, 2020, 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 10 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.

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Proceeds to Us


Public Offering Price(1)

Underwriting Discount
(before expenses)


Per Note
Total
Per Note
Total
Per Note
Total

2026 Notes

99.613%
$ 498,065,000
0.350%
$ 1,750,000
99.263%
$ 496,315,000
2030 Notes

99.157%
$1,239,462,500
0.450%
$ 5,625,000
98.707%
$1,233,837,500
2040 Notes

97.084%
$ 970,840,000
0.650%
$ 6,500,000
96.434%
$ 964,340,000
2050 Notes

97.181%
$1,214,762,500
0.750%
$ 9,375,000
96.431%
$1,205,387,500
2060 Notes

97.345%
$ 973,450,000
0.800%
$ 8,000,000
96.545%
$ 965,450,000















Combined Total


$4,896,580,000

$31,250,000

$4,865,330,000
















(1)
Plus accrued interest from May 18, 2020 if settlement occurs after that date.
The underwriters expect to deliver the notes to investors on or about May 18, 2020 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

Barclays
BofA Securities

Deutsche Bank Securities

Goldman Sachs & Co. LLC
Morgan Stanley

US Bancorp

Wells Fargo Securities
Citigroup

Credit Suisse

J.P. Morgan
Mizuho Securities

RBC Capital Markets

SunTrust Robinson Humphrey
Senior Co-Managers

BNY Mellon Capital Markets, LLC

HSBC

KeyBanc Capital Markets
PNC Capital Markets LLC

Santander

TD Securities
Co-Managers

Academy Securities

Bancroft Capital

BMO Capital Markets

Drexel Hamilton

Fifth Third Securities
Huntington Capital Markets

Loop Capital Markets

MUFG

Regions Securities LLC

Prospectus Supplement dated May 13, 2020
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 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-5
Description of the Notes
S-6
Material U.S. Federal Income Tax Consequences
S-14
Underwriting
S-20
Legal Matters
S-25
Experts
S-25
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Prospectus

About This Prospectus

1
Where You Can Find More Information

2
Cautionary Statement Regarding Forward-Looking Statements

3
UnitedHealth Group

4
Risk Factors

5
Use of Proceeds

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
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 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, 2019, or 2019 10-K;


·
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020; and


·
Current Report on Form 8-K filed on April 17, 2020.
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
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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 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: risks
associated with public health crises, large-scale medical emergencies and pandemics, such as the COVID-19 pandemic; our ability to effectively estimate,
price for and manage medical costs; new or changes in existing health care laws or regulations, or their enforcement or application; the legal action by the
Department of Justice relating to the risk adjustment submission matter; our ability to maintain and achieve improvement in quality scores impacting
revenue; reductions in revenue or delays to cash flows received under government programs; changes in Medicare, the CMS star ratings program or the
application of risk adjustment data validation audits; failure to maintain effective and efficient information systems or if our technology products do not
operate as intended; cyberattacks, other privacy/data security incidents, or our failure to comply with related regulations; risks and uncertainties associated
with the pharmacy benefits management industry; competitive pressures; changes in or challenges to our public sector contract awards; our ability to
contract on competitive terms with physicians, hospitals and other service providers; failure to achieve targeted operating cost productivity improvements;
increases in costs and other liabilities associated with litigation, government investigations, audits or reviews; failure to manage successfully our strategic
alliances or complete or receive anticipated benefits of strategic transactions; fluctuations in foreign currency exchange rates; downgrades in our credit
ratings; our investment portfolio performance; impairment of our goodwill and intangible assets; and our ability to obtain sufficient funds from our
regulated subsidiaries or from external financings to fund our obligations, maintain our debt to total capital ratio at targeted levels, maintain our quarterly
dividend payment cycle, or 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 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 family of businesses, we leverage core competencies in data and health information, advanced technology and clinical expertise,
focused on improving health outcomes, lowering health care costs and creating a better experience for patients, their caregivers and physicians. 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 individual consumers. 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 provides health and
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dental benefits and hospital and clinical services to employer groups and individuals in South America, as well as other health services globally.
Optum is a health services business for the broad health care marketplace, including payers, care providers, employers, governments, life sciences
companies and consumers, operating through its OptumHealth, OptumInsight and OptumRx segments. 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. On July 1, 2015, UnitedHealth Group Incorporated changed its
state of incorporation from Minnesota to Delaware 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 2019 10-K and in Part II, Item 1A of our Form 10-Q report for the quarterly period ended March 31, 2020, 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.

S-4
Table of Contents
USE OF PROCEEDS
We will receive net proceeds from this offering of approximately $4,861,330,000 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 refinancing short-term
borrowings, which were incurred for general corporate and working capital purposes, or redeeming, repurchasing or repaying outstanding securities. As of
March 31, 2020, we had approximately $12.1 billion of short-term borrowings outstanding, with a weighted-average annual interest rate of 1.18%.
We will temporarily invest any net proceeds not used immediately in short-term, interest-bearing obligations.

S-5
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 2026 notes, the 2030 notes, the 2040 notes, the 2050 notes and the 2060 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.
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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 2026 notes are designated as our 1.250% notes due January 15, 2026, the 2030 notes are designated as our 2.000% notes due May 15, 2030, the
2040 notes are designated as our 2.750% notes due May 15, 2040, the 2050 notes are designated as our 2.900% notes due May 15, 2050 and the 2060 notes
are designated as our 3.125% notes due May 15, 2060.
The notes are initially limited in aggregate principal amount to $500,000,000 for the 2026 notes, $1,250,000,000 for the 2030 notes, $1,000,000,000
for the 2040 notes, $1,250,000,000 for the 2050 notes and $1,000,000,000 for the 2060 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 2026 notes will mature and become due and payable, together with any accrued and unpaid interest, on January 15, 2026. The 2030 notes will
mature and become due and payable, together with any accrued and unpaid interest, on May 15, 2030. The 2040 notes will mature and become due and
payable, together with any accrued and unpaid interest, on May 15, 2040. The 2050 notes will mature and become due and payable, together with any
accrued and unpaid interest, on May 15, 2050. The 2060 notes will mature and become due

S-6
Table of Contents
and payable, together with any accrued and unpaid interest, on May 15, 2060. 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, in each case at the prices described in this
prospectus supplement. See "--Change of Control Offer" below.
If any interest payment date, any maturity date or any date of repurchase or redemption date for any 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. 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.
The 2026 notes will bear interest at a rate of 1.250% per year from May 18, 2020 or from the most recent interest payment date to which we paid or
provided for interest on the 2026 notes until their principal is paid. We will pay interest on the 2026 notes semi-annually in arrears on each January 15 and
July 15. The first interest payment date will be January 15, 2021. The regular record dates for payments of interest are the January 1 and July 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 2030 notes will bear interest at a rate of 2.000% per year from May 18, 2020 or from the most recent interest payment date to which we paid or
provided for interest on the 2030 notes until their principal is paid. We will pay interest on the 2030 notes semi-annually in arrears on each May 15 and
November 15. The first interest payment date will be November 15, 2020. The regular record dates for payments of interest are the May 1 and November 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 2040 notes will bear interest at a rate of 2.750% per year from May 18, 2020 or from the most recent interest payment date to which we paid or
provided for interest on the 2040 notes until their principal is paid. We will pay interest on the 2040 notes semi-annually in arrears on each May 15 and
November 15. The first interest payment date will be November 15, 2020. The regular record dates for payments of interest are the May 1 and November 1
immediately preceding the applicable interest payment date (whether or not a business day). Each payment of interest will include accrued and unpaid
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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 2050 notes will bear interest at a rate of 2.900% per year from May 18, 2020 or from the most recent interest payment date to which we paid or
provided for interest on the 2050 notes until their principal is paid. We will pay interest on the 2050 notes semi-annually in arrears on each May 15 and
November 15. The first interest payment date will be November 15, 2020. The regular record dates for payments of interest are the May 1 and November 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 2060 notes will bear interest at a rate of 3.125% per year from May 18, 2020 or from the most recent interest payment date to which we paid or
provided for interest on the 2060 notes until their principal is paid. We

S-7
Table of Contents
will pay interest on the 2060 notes semi-annually in arrears on each May 15 and November 15. The first interest payment date will be November 15, 2020.
The regular record dates for payments of interest are the May 1 and November 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 2026 notes, the 2030 notes, the 2040 notes, the 2050
notes and the 2060 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 January 15, 2026 (their maturity date), in the case of the 2026 notes, prior to May 15, 2030 (their maturity date), in the case of the 2030
notes, prior to November 15, 2039 (six months prior to their maturity date) (the "2040 par call date"), in the case of the 2040 notes, prior to November 15,
2049 (six months prior to their maturity date) (the "2050 par call date"), in the case of the 2050 notes, and prior to November 15, 2059 (six months prior to
their maturity date) (the "2060 par call date"), in the case of the 2060 notes, the 2026 notes, the 2030 notes, the 2040 notes, the 2050 notes and the 2060
notes will be redeemable, in whole or in part, at any time and from time to time, at our option, on not less than 10 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 notes to be redeemed and (2) (i) in the case of the
2026 notes and the 2030 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) 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 in the case of the 2026 notes and plus 25 basis
points in the case of the 2030 notes, plus, in each case, accrued and unpaid interest thereon to, but not including, the redemption date; and (ii) in the case of
the 2040 notes, the 2050 notes and the 2060 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, in the case of the 2040
notes on the 2040 par call date, in the case of the 2050 notes on the 2050 par call date and in the case of the 2060 notes on the 2060 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
25 basis points in the case of the 2040 notes, plus 30 basis points in the case of the 2050 notes and plus 30 basis points in the case of the 2060 notes, plus, in
each case, accrued and unpaid interest thereon to, but not including, the redemption date.
At any time on or after the 2040 par call date, the 2040 notes will be redeemable, in whole or in part at any time and from time to time, at our option,
on not less than 10 nor more than 60 days' notice by mail, at a

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redemption price equal to 100% of the principal amount of the 2040 notes to be redeemed plus accrued and unpaid interest thereon to, but not including,
the redemption date. At any time on or after the 2050 par call date, the 2050 notes will be redeemable, in whole or in part at any time and from time to
time, at our option, on not less than 10 nor more than 60 days' notice by mail, at a redemption price equal to 100% of the principal amount of the 2050
notes to be redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. At any time on or after the 2060 par call date, the
2060 notes will be redeemable, in whole or in part at any time and from time to time, at our option, on not less than 10 nor more than 60 days' notice by
mail, at a redemption price equal to 100% of the principal amount of the 2060 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 2040 notes that such series of notes matured on the 2040 par call date, in the case of the

2050 notes that such series of notes matured on the 2050 par call date and in the case of the 2060 notes that such series of notes matured on
the 2060 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 Barclays Capital Inc., BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman
Sachs & Co. LLC, Morgan Stanley & Co. LLC, U.S. Bancorp Investments, Inc., Wells Fargo Securities, 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) Barclays Capital Inc., BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman
Sachs & Co. LLC, Morgan Stanley & Co. LLC, Wells Fargo Securities, 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, Barclays Capital Inc., BofA

Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, U.S. Bancorp Investments, Inc. or
Wells Fargo Securities, 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 Dealer at 5:00
p.m. on the third business day preceding such redemption date.

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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.
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Change of Control Offer
If a Change of Control Triggering Event occurs with respect to the 2026 notes, the 2030 notes, the 2040 notes, the 2050 notes or the 2060 notes,
unless we have exercised our option to redeem all such notes of the applicable series of notes as described above, we will be required to make an offer (a
"Change of Control Offer") to each holder of such series of notes and of each other applicable series of notes with respect to which such Change of Control
Triggering Event has occurred to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder's notes on
the terms set forth in such notes. In a Change of Control Offer, we will be required to offer payment in cash equal to 101% of the aggregate principal
amount of notes repurchased, plus accrued and unpaid interest, if any, on the notes repurchased to, but not including, the date of repurchase (a "Change of
Control Payment"). Within 30 days following any Change of Control Triggering Event or, at our option, prior to any Change of Control, but after public
announcement of the transaction that constitutes or may constitute the Change of Control, a notice will be transmitted to the holders of the 2026 notes, the
2030 notes, the 2040 notes, the 2050 notes or the 2060 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 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.

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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.
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·
"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 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 Ratings, Inc., and its successors.

·
"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

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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 2026 notes, the rating on the 2026 notes is lowered by each of the three Rating Agencies and the
2026 notes are rated below an Investment Grade Rating by each of the three Rating Agencies, (B) with respect to the 2030 notes, the rating on
the 2030 notes is lowered by each of the three Rating Agencies and the 2030 notes are rated below an Investment Grade Rating by each of the
three Rating Agencies, (C) with respect to the 2040 notes, the rating on the 2040 notes is lowered by each of the three Rating Agencies and the
2040 notes are rated below an Investment Grade Rating by each of the three Rating Agencies, (D) with respect to the 2050 notes, the rating on

the 2050 notes is lowered by each of the three Rating Agencies and the 2050 notes are rated below an Investment Grade Rating by each of the
three Rating Agencies and (E) with respect to the 2060 notes, the rating on the 2060 notes is lowered by each of the three Rating Agencies and
the 2060 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 S&P Global Ratings, a division of S&P Global 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.
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