Obligation UnitedHealth Group 4.25% ( US91324PCD24 ) en USD

UnitedHealth Group

79.157 % ▼

Etas-Unis

US91324PCD24 ( en USD )

4.25% par an ( paiement semestriel )

14/03/2043

Prospectus brochure de l'obligation UnitedHealth Group US91324PCD24 en USD 4.25%, échéance 14/03/2043

2 000 USD

750 000 000 USD

91324PCD2

A+ ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

15/09/2024 ( Dans 74 jours )

L'Obligation émise par UnitedHealth Group ( Etas-Unis ) , en USD, avec le code ISIN US91324PCD24, paye un coupon de 4.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2043

L'Obligation émise par UnitedHealth Group ( Etas-Unis ) , en USD, avec le code ISIN US91324PCD24, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par UnitedHealth Group ( Etas-Unis ) , en USD, avec le code ISIN US91324PCD24, a été notée A+ ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Definitive Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/731766/000119312513077213/d491973d424b5.htm
424B5 1 d491973d424b5.htm DEFINITIVE PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-172235
CALCULATION OF REGISTRATION FEE

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

Offering Price

Registration Fee(1)(2)
Floating Rate Notes due August 28, 2014

$250,000,000

$34,100
1.625% Notes due March 15, 2019

$497,995,000

$67,927
2.875% Notes due March 15, 2023

$746,947,500

$101,884
4.250% Notes due March 15, 2043

$739,830,000

$100,913
(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933. The total registration fee due for this offering is $304,824.
(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. 333-172235) in accordance with
Rules 456(b) and 457(r) under the Securities Act of 1933.
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Prospectus Supplement to Prospectus dated February 14, 2011
$2,250,000,000

$250,000,000 Floating Rate Notes due August 28, 2014
$500,000,000 1.625% Notes due March 15, 2019
$750,000,000 2.875% Notes due March 15, 2023
$750,000,000 4.250% Notes due March 15, 2043

We are offering $250,000,000 principal amount of floating rate notes due August 28, 2014, $500,000,000 principal amount of 1.625% notes due March 15, 2019, $750,000,000 principal amount of 2.875% notes due
March 15, 2023 and $750,000,000 principal amount of 4.250% notes due March 15, 2043. We refer to the 2014 notes, the 2019 notes, the 2023 notes and the 2043 notes collectively as the notes, and we refer to the 2019
notes, the 2023 notes and the 2043 notes collectively as the fixed rate notes.
The interest rate on the 2014 notes will be a floating rate, subject to adjustment on a quarterly basis, equal to LIBOR for three-month U.S. dollar deposits plus 0.125%. Interest on the 2014 notes is payable quarterly
on February 28, May 28, August 28 and November 28 of each year, beginning May 28, 2013. Interest on the fixed rate notes will be payable semi-annually on March 15 and September 15, beginning on September 15, 2013, 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 2014 notes and, unless we have exercised
our option to redeem the fixed rate notes, we will be required to offer to repurchase the fixed rate notes, in each case at the prices described under the caption "Description of Notes--Change of Control Offer."
The notes will be our senior, unsecured obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness from time to time outstanding. We do not intend to apply for listing of the
notes on any securities exchange or for inclusion of the notes in any automated dealer quotation system.
Investing in the notes involves risks. See "Risk Factors" on page S-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.

Public
Underwriting
Proceeds to Us

Offering Price(1)

Discount

(before expenses)

Per Note

Total

Per Note

Total

Per Note

Total

2014 Notes

100.000%

$250,000,000

0.150%

$375,000

99.850%

$249,625,000

2019 Notes

99.599%

$497,995,000

0.350%

$1,750,000

99.249%

$496,245,000

2023 Notes

99.593%

$746,947,500

0.450%

$3,375,000

99.143%

$743,572,500

2043 Notes

98.644%

$739,830,000

0.875%

$6,562,500

97.769%

$733,267,500

Combined Total

$2,234,772,500

$12,062,500

$2,222,710,000

(1)
Plus accrued interest from February 28, 2013 if settlement occurs after that date.
The underwriters expect to deliver the notes to investors on or about February 28, 2013 only in book-entry form through the facilities of The Depository Trust Company and its participants, including Euroclear and
Clearstream Luxembourg.

Joint Book-Running Managers
Barclays

Citigroup

Deutsche Bank Securities

RBS

US Bancorp

Wells Fargo Securities
Co-Managers

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BB&T Capital Markets
BMO Capital Markets
Credit Suisse
CRT Capital

BNY Mellon Capital Markets, LLC

Fifth Third Securities, Inc.

Goldman, Sachs & Co.

J.P. Morgan

KeyBanc Capital Markets

BofA Merrill Lynch

Morgan Stanley

PNC Capital Markets LLC

UBS Investment Bank

The Williams Capital Group, L.P.

Prospectus Supplement dated February 25, 2013
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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 or incorporated by reference in 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 or incorporated by reference in this prospectus supplement, the accompanying prospectus and any free writing prospectus filed by us with the SEC is
current only as of the date of the document containing such information. Our business, financial condition, results of operations and prospects may have changed since those respective dates.

TABLE OF CONTENTS

Page
Prospectus Supplement

About This Prospectus Supplement

S-1

Incorporation of Certain Documents By Reference

S-1

Cautionary Statement Regarding Forward-Looking Statements

S-2

UnitedHealth Group

S-3

Risk Factors

S-4

Use of Proceeds

S-4

Ratio of Earnings to Fixed Charges

S-4

Description of the Notes

S-5

Material U.S. Federal Income Tax Consequences

S-13

Underwriting

S-14

Legal Matters

S-18

Experts

S-18

Prospectus

About This Prospectus

1

Where You Can Find More Information

1

Incorporation of Certain Documents By Reference

1

Cautionary Statement Regarding Forward-Looking Statements

2

UnitedHealth Group

3

Use of Proceeds

5

Ratio of Earnings to Fixed Charges

5

Description of Senior Debt Securities

6

Book-Entry Issuance

13

Material U.S. Federal Income Tax Consequences

18

Plan of Distribution

24

Legal Matters

25

Experts

25

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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 in 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 (excluding any documents or information deemed to have been furnished and not filed in accordance with SEC rules), until such time as we sell all the
securities offered by this prospectus supplement:

·
Annual Report on Form 10-K for the year ended December 31, 2012; and

·
the portions of the Definitive Proxy Statement on Schedule 14A for the 2011 Annual Meeting of Shareholders filed on April 25, 2012 incorporated by reference in the Annual Report on Form 10-K for the

year ended December 31, 2011.
You may request a copy of these filings at no cost, by writing to or telephoning us at the following address:
UnitedHealth Group Incorporated
UnitedHealth Group Center
9900 Bren Road East
Minnetonka, Minnesota 55343
Attn: Legal Department
(952) 936-1300

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The statements, estimates, projections, guidance or outlook contained, or incorporated by reference, in 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," "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, trends and uncertainties and involve risks and uncertainties. We caution that actual results could differ materially from those that management expects, depending on the outcome of certain
factors.
Some factors that could cause results to differ materially from the forward-looking statements include: our ability to effectively estimate, price for and manage our medical costs, including the impact of any new
coverage requirements; the potential impact that new laws or regulations, or changes in existing laws or regulations, or their enforcement or application could have on our results of operations, financial position and cash
flows, including as a result of increases in medical, administrative, technology or other costs or decreases in enrollment resulting from U.S., Brazilian and other jurisdictions' regulations affecting the health care industry; the
impact of any potential assessments for insolvent payers under state guaranty fund laws; the ultimate impact of the Patient Protection and Affordable Care Act, which could materially and adversely affect our results of
operations, financial position and cash flows through reduced revenues, increased costs, new taxes and expanded liability, or require changes to the ways in which we conduct business or put us at risk for loss of business;
potential reductions in revenue received from Medicare and Medicaid programs; uncertainties regarding changes in Medicare, including potential changes in risk adjustment data validation audit and payment adjustment
methodology; failure to comply with patient privacy and data security regulations; regulatory and other risks and uncertainties associated with the pharmacy benefits management industry and our ability to successfully
repatriate our pharmacy benefits management business; competitive pressures, which could affect our ability to maintain or increase our market share; the impact of challenges to our public sector contract awards; our ability
to execute contracts on competitive terms with physicians, hospitals and other service professionals; increases in costs and other liabilities associated with increased litigation, government investigations, audits or reviews;
failure to complete or receive anticipated benefits of acquisitions and other strategic transactions, including the Amil acquisition; our ability to attract, retain and provide support to a network of independent producers (i.e.,
brokers and agents) and consultants; events that may adversely affect our relationship with AARP; the potential impact of adverse economic conditions on our revenues (including decreases in enrollment resulting from
increases in the unemployment rate and commercial attrition) and results of operations; the performance of our investment portfolio; possible impairment of the value of our goodwill and intangible assets in connection with
dispositions or if estimated future results do not adequately support goodwill and intangible assets recorded for our existing businesses or the businesses that we acquire; increases in health care costs resulting from
large-scale medical emergencies; failure to maintain effective and efficient information systems or if our technology products otherwise do not operate as intended; misappropriation of our proprietary technology; 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; the impact of fluctuations in foreign currency exchange rates on our reported shareholders' equity and results of operations; potential downgrades in our credit ratings; and
failure to achieve targeted operating cost productivity improvements, including savings resulting from technology enhancement and administrative modernization.
This list of important factors is not intended to be exhaustive. We discuss certain of these matters more fully, as well as certain risk factors that may affect our business operations, financial condition and results of
operations, in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2012 and in our other periodic and current filings with the SEC. Any or all forward-looking statements we make may turn out
to be wrong. They 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 incorporated by reference, in 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.

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UNITEDHEALTH GROUP
UnitedHealth Group is a diversified health and well-being company whose mission is to help people live healthier lives and help make health care work better.
We are helping individuals access quality care at an affordable cost; simplifying health care administration and delivery; strengthening the physician/patient relationship; promoting evidence-based care; and
empowering physicians, health care professionals, consumers, employers and other participants in the health system with actionable data to make better, more informed decisions.
Through our diversified family of businesses, we leverage core competencies in advanced, enabling technology; health care data, information and intelligence; and clinical care management and coordination to help
meet the demands of the health system. These core competencies are deployed within our two distinct, but strategically aligned, business platforms: health benefits operating under UnitedHealthcare and health services
operating under Optum.
UnitedHealthcare provides network-based health care benefits for a full spectrum of customers in the health benefits market. UnitedHealthcare Employer & Individual serves employers ranging from sole
proprietorships to large, multi-site and national employers, as well as students and other individuals, and will serve TRICARE West Region members beginning April 1, 2013. UnitedHealthcare Medicare & Retirement
delivers health and well-being benefits for Medicare beneficiaries and retirees. UnitedHealthcare Community & State manages health care benefit programs on behalf of state Medicaid and community programs and their
participants. UnitedHealthcare International includes Amil Participações S.A ("Amil"), a health care company providing health benefits and hospital and clinical services to individuals in Brazil, and other diversified global
health businesses.
Optum is a health services business serving the broad health care marketplace, including payers, care providers, employers, government, life sciences companies and consumers, through its OptumHealth,
OptumInsight and OptumRx businesses. These businesses have dedicated units that drive improved delivery, quality and cost effectiveness across eight business markets: integrated care delivery, care management, consumer
engagement and support, distribution of benefits and services, health financial services, operational services and support, health care information technology and pharmacy.
Through UnitedHealthcare and Optum, in 2012, we managed nearly $150 billion in aggregate health care spending on behalf of the constituents and consumers we served. Our revenues are derived from premiums on
risk-based products; fees from management, administrative, technology and consulting services; sales of a wide variety of products and services related to the broad health and well-being industry; and investment and other
income.
Corporate Information
UnitedHealth Group Incorporated was incorporated in January 1977 in Minnesota, and our executive offices are located at UnitedHealth Group Center, 9900 Bren Road East, Minnetonka, Minnesota 55343. Our
telephone number is (952) 936-1300, and our website is located at www.unitedhealthgroup.com. The information on our website is not part of this prospectus supplement or the accompanying prospectus.

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RISK FACTORS
Investing in the notes involves risks. You should carefully consider the risks described herein and those described under "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the year ended
December 31, 2012, which risk factors are incorporated by reference in this prospectus supplement and the accompanying prospectus, as well as the other information contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus, before making a decision to invest in our notes. See "Incorporation of Certain Documents by Reference" in this prospectus supplement.
USE OF PROCEEDS
We will receive net proceeds from this offering of approximately $2,220,210,000 after deducting underwriting discounts and other estimated expenses of the offering payable by us. We intend to add the net proceeds
to our general funds, which may be used:

·
to meet our working capital requirements;

·
to redeem or repurchase outstanding securities;

·
to refinance debt;

·
to finance acquisitions; or

·
for other general corporate purposes.
If we do not use the net proceeds immediately, we will temporarily invest them in short-term, interest-bearing obligations.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for each of the periods indicated is set forth below. The ratio of earnings to fixed charges is computed by dividing total earnings available for fixed charges by the fixed charges.
For purposes of computing this ratio, total earnings available for fixed charges consists of earnings before income taxes plus fixed charges and fixed charges consist of interest expense plus the interest factor in rental expense.

Year Ended December 31,

2012
2011
2010
2009
2008
Ratio of earnings to fixed charges

12.8x
14.4x
14.0x
10.0x
7.4x

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DESCRIPTION OF THE NOTES
In this section the terms "we," "our," "us," and "UnitedHealth Group" refer solely to UnitedHealth Group Incorporated and not its subsidiaries.
The notes will be senior debt securities as described in the section captioned "Description of Senior 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 senior debt securities in the accompanying prospectus and the terms of the notes in the senior indenture,
dated as of February 4, 2008 between us and U.S. Bank National Association, as senior trustee. The senior indenture is incorporated by reference in the registration statement which includes the accompanying prospectus. We
will offer the 2014 notes, the 2019 notes, the 2023 notes and the 2043 notes as separate series under such senior indenture. Each series of notes will also be issued under and be subject to the terms of individual officers'
certificates and company orders pursuant to the senior indenture, which are incorporated by reference into the accompanying prospectus.
If any of the information set forth below is inconsistent with information in the accompanying prospectus, the information set forth below replaces the information in the accompanying prospectus.
The notes will be our senior, unsecured obligations and will rank equally with our other unsecured and unsubordinated indebtedness from time to time outstanding. Our assets consist primarily of equity in our
subsidiaries. As a result, our ability to make payments on the notes depends on our receipt of dividends, loan payments and other funds from our subsidiaries. In addition, if any of our subsidiaries becomes insolvent, the direct
creditors of that subsidiary will have a prior claim on its assets. Our rights and the rights of our creditors, including your rights as an owner of the notes, will be subject to that prior claim, unless we are also 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 2014 notes are designated as our floating rate notes due August 28, 2014, the 2019 notes are designated as our 1.625% notes due March 15, 2019, the 2023 notes are designated as our 2.875% notes due
March 15, 2023, and the 2043 notes are designated as our 4.250% notes due March 15, 2043. The notes are initially limited in aggregate principal amount to $250,000,000 for the 2014 notes, $500,000,000 for the 2019 notes,
$750,000,000 for the 2023 notes and $750,000,000 for the 2043 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. 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 senior indenture. No additional notes may be issued if an event of default under the senior 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 senior indenture.
The 2014 notes will mature and become due and payable, together with any accrued and unpaid interest, on August 28, 2014. The 2019 notes will mature and become due and payable, together with any accrued and
unpaid interest, on March 15, 2019. The 2023 notes will mature and become due and payable, together with any accrued and unpaid interest, on March 15, 2023. The 2043 notes will mature and become due and payable,
together with any accrued and unpaid interest, on March 15, 2043. 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 repurchase the 2014 notes and, unless we have exercised our option to redeem the fixed rate notes, we will be required to offer to repurchase the
fixed rate notes, in each case at the prices described in this prospectus supplement. See "--Change of Control Offer" below.

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In the event that a payment of principal or interest on the notes is due on a date that is not a business day, we will make the payment on the next business day, but we will consider that payment as having been made on
the date that the payment was due to you, without any interest or other payment with respect to the delay. When we use the term business day we mean any day except a Saturday, a Sunday or a day on which banking institutions
in New York, New York or Minneapolis, Minnesota are authorized or required by law, regulation or executive order to close, provided that, with respect to the 2014 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.
The 2014 Floating Rate Notes
The 2014 notes will bear interest at a rate per annum, reset quarterly, equal to LIBOR (as defined below) plus 0.125%, as determined by the calculation agent. U.S. Bank National Association will initially act as the
calculation agent for the 2014 notes. We will pay interest on the 2014 notes quarterly on each February 28, May 28, August 28 and November 28, and on the maturity date. The first interest payment date will be May 28, 2013.
The regular record dates for payments of interest are the February 13, May 13, August 13 and November 13 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.
Interest on the 2014 notes will accrue from, and including, February 28, 2013, 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 will refer to each of these periods as an "interest period." The amount of accrued interest that we will pay on a 2014 note for any
interest period can be calculated by multiplying the face amount of the 2014 note by an accrued interest factor. This accrued interest factor is computed by adding the interest factor calculated for each day from February 28,
2013, 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 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).
The calculation agent will set the initial interest rate for the 2014 notes on February 28, 2013, and will reset the interest rate on each interest payment date, each of which we will refer to as an "interest reset date."
The second London business day preceding an interest reset 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 will be the interest rate determined as of the
interest determination date pertaining to that interest reset date.
"Index Maturity" means three months.
"LIBOR'' will be determined by the calculation agent in accordance with the following provisions:
(a) With respect to any interest determination date, LIBOR will be the rate 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.

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