Obligation UnitedHealth Alliance 3.875% ( US91324PDP45 ) en USD

UnitedHealth Alliance

100 % ▲

Etas-Unis

US91324PDP45 ( en USD )

3.875% par an ( paiement semestriel )

15/12/2028

Prospectus brochure de l'obligation UnitedHealth Group US91324PDP45 en USD 3.875%, échéance 15/12/2028

2 000 USD

850 000 000 USD

91324PDP4

A+ ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

15/06/2026 ( Dans 128 jours )

UnitedHealth Group est une société américaine multinationale de soins de santé qui offre une gamme de produits et services, notamment des assurances maladie, des services de soins de santé et des données et analyses de santé.

L'Obligation émise par UnitedHealth Alliance ( Etas-Unis ) , en USD, avec le code ISIN US91324PDP45, paye un coupon de 3.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/12/2028

L'Obligation émise par UnitedHealth Alliance ( Etas-Unis ) , en USD, avec le code ISIN US91324PDP45, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par UnitedHealth Alliance ( Etas-Unis ) , en USD, avec le code ISIN US91324PDP45, a été notée A+ ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
424B5 1 d670889d424b5.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)
3.500% Notes due February 15, 2024

$750,000,000

$90,900
3.700% Notes due December 15, 2025

$300,000,000

$36,360
3.875% Notes due December 15, 2028

$850,000,000

$103,020
4.450% Notes due December 15, 2048

$1,100,000,000

$133,320

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933. The total registration fee due for this offering is $363,600.
(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
$3,000,000,000

$750,000,000 3.500% Notes due February 15, 2024
$300,000,000 3.700% Notes due December 15, 2025
$850,000,000 3.875% Notes due December 15, 2028
$1,100,000,000 4.450% Notes due December 15, 2048

We are offering $750,000,000 principal amount of 3.500% notes due February 15, 2024, $300,000,000 principal amount of 3.700% notes due
December 15, 2025, $850,000,000 principal amount of 3.875% notes due December 15, 2028 and $1,100,000,000 principal amount of 4.450% notes due
December 15, 2048. We refer to the 2024 notes, the 2025 notes, the 2028 notes and the 2048 notes collectively as the notes.
Interest on the 2024 notes will be payable semi-annually on February 15 and August 15, beginning on February 15, 2019, at the applicable rate set
forth above. Interest on the 2025 notes, the 2028 notes and the 2048 notes will be payable semi-annually on June 15 and December 15, beginning on June
15, 2019, in each case at the applicable rates set forth above. At our option, we may redeem any series of notes, in whole or in part, before their maturity
date on not less than 30 nor more than 60 days' notice by mail on the terms described under the caption "Description of the Notes--Optional Redemption."
If a change of control triggering event as described herein occurs with respect to any series of notes, unless we have exercised our option to redeem all
notes of such series, we will be required to offer to repurchase such series of notes, in each case at the prices described under the caption "Description of
the Notes--Change of Control Offer."
The notes will be our senior, unsecured obligations and will rank equally in right of payment with all of our other unsecured and unsubordinated
indebtedness from time to time outstanding. We do not intend to apply for listing of the notes on any securities exchange or for inclusion of the notes in
any automated dealer quotation system.
Investing in the notes involves risks. See "Risk Factors" on page S-4 of this prospectus supplement.

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

Proceeds to Us

Public Offering Price(1)

Underwriting Discount

(before expenses)

Per Note

Total

Per Note

Total
Per Note

Total

2024 Notes

99.751%
$ 748,132,500

0.350%
$ 2,625,000

99.401%
$ 745,507,500
2025 Notes

99.799%
$ 299,397,000

0.400%
$ 1,200,000

99.399%
$ 298,197,000
2028 Notes

99.656%
$ 847,076,000

0.450%
$ 3,825,000

99.206%
$ 843,251,000
2048 Notes

99.590%
$1,095,490,000

0.750%
$ 8,250,000

98.840%
$1,087,240,000

https://www.sec.gov/Archives/edgar/data/731766/000119312518350002/d670889d424b5.htm[12/17/2018 9:39:48 AM]

424B5
Combined Total

$2,990,095,500

$15,900,000

$2,974,195,500

(1)
Plus accrued interest from December 17, 2018 if settlement occurs after that date.
The underwriters expect to deliver the notes to investors on or about December 17, 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

J.P. Morgan

Citigroup

Deutsche Bank Securities

Mizuho Securities

US Bancorp

Credit Suisse

HSBC

Senior Co-Managers

BofA Merrill Lynch

Barclays
BB&T Capital Markets

Goldman Sachs & Co. LLC

KeyBanc Capital Markets
Morgan Stanley

PNC Capital Markets LLC

RBC Capital Markets

Wells Fargo Securities
Co-Managers

BMO Capital Markets

BNY Mellon Capital Markets, LLC

Fifth Third Securities

Huntington Capital Markets

Loop Capital Markets
MUFG

Regions Securities LLC

Santander

SunTrust Robinson Humphrey

TD Securities

Prospectus Supplement dated December 13, 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.

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
Description of the Notes
S-5
Material U.S. Federal Income Tax Consequences
S-12
Underwriting
S-17
Legal Matters
S-22
Experts
S-22
Prospectus

About This Prospectus

1
Where You Can Find More Information

1
Incorporation of Certain Documents By Reference

1
Cautionary Statement Regarding Forward-Looking Statements

3
UnitedHealth Group

4
Risk Factors

5
Use of Proceeds

5
Ratio of Earnings to Fixed Charges

5
Description of Debt Securities

6
Description of Preferred Stock

15
Description of Common Stock

16
https://www.sec.gov/Archives/edgar/data/731766/000119312518350002/d670889d424b5.htm[12/17/2018 9:39:48 AM]

424B5
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:

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

· Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2018, June 30, 2018 and September 30, 2018; and

· Current Reports on Form 8-K filed on February 15, 2018, March 13, 2018, June 8, 2018, June 19, 2018 and November 13, 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
https://www.sec.gov/Archives/edgar/data/731766/000119312518350002/d670889d424b5.htm[12/17/2018 9:39:48 AM]

424B5
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., South American and other jurisdictions' regulations affecting the health care industry; the outcome of the
Department of Justice's legal action relating to the risk adjustment submission matter; 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 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
https://www.sec.gov/Archives/edgar/data/731766/000119312518350002/d670889d424b5.htm[12/17/2018 9:39:48 AM]

424B5
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.
USE OF PROCEEDS
We will receive net proceeds from this offering of approximately $2,971,295,500 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 commercial
paper borrowings, which were incurred for working capital purposes, or redeeming, repurchasing or repaying outstanding securities, including our 1.700%
notes due February 15, 2019 and our 1.625% notes due March 15, 2019, or other debt. As of September 30, 2018, we had approximately $20 million of
commercial paper outstanding, with a weighted-average annual interest rate of 2.1%. As of September 30, 2018, $750,000,000 principal amount of our
1.700% notes due February 15, 2019 was outstanding and $500,000,000 principal amount of our 1.625% notes due March 15, 2019 was outstanding.
We will temporarily invest any net proceeds not used immediately in short-term, interest-bearing obligations.

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 2024 notes, the 2025 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."
Title, Principal Amount, Maturity and Interest
https://www.sec.gov/Archives/edgar/data/731766/000119312518350002/d670889d424b5.htm[12/17/2018 9:39:48 AM]

424B5
The 2024 notes are designated as our 3.500% notes due February 15, 2024, the 2025 notes are designated as our 3.700% notes due December 15,
2025, the 2028 notes are designated as our 3.875% notes due December 15, 2028 and the 2048 notes are designated as our 4.450% notes due December 15,
2048.
The notes are initially limited in aggregate principal amount to $750,000,000 for the 2024 notes, $300,000,000 for the 2025 notes, $850,000,000 for
the 2028 notes and $1,100,000,000 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 2024 notes will mature and become due and payable, together with any accrued and unpaid interest, on February 15, 2024. The 2025 notes will
mature and become due and payable, together with any accrued and unpaid interest, on December 15, 2025. The 2028 notes will mature and become due
and payable, together with any accrued and unpaid interest, on December 15, 2028. The 2048 notes will mature and become due and payable, together with
any accrued and unpaid interest, on December 15, 2048. 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

S-5
Table of Contents
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, the 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 2024 notes will bear interest at a rate of 3.500% per year from December 17, 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 2024 notes semi-annually in arrears on each February
15 and August 15. The first interest payment date will be February 15, 2019. The regular record dates for payments of interest are the February 1 and
August 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 2025 notes will bear interest at a rate of 3.700% per year from December 17, 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 2025 notes semi-annually in arrears on each June 15 and
December 15. The first interest payment date will be June 15, 2019. 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 3.875% per year from December 17, 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 June 15, 2019. 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 4.450% per year from December 17, 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 June 15, 2019. 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
https://www.sec.gov/Archives/edgar/data/731766/000119312518350002/d670889d424b5.htm[12/17/2018 9:39:48 AM]

424B5
Notes will be issued in registered form only, without coupons, in denominations of $2,000 and whole multiples of $1,000 in excess thereof.

S-6
Table of Contents
Book-Entry Issuance
The Depository Trust Company, or DTC, will act as securities depositary for the notes. The 2024 notes, the 2025 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.
Optional Redemption
Prior to February 15, 2024 (their maturity date), in the case of the 2024 notes, prior to December 15, 2025 (their maturity date), in the case of the
2025 notes, prior to December 15, 2028 (their maturity date), in the case of the 2028 notes and prior to June 15, 2048 (six months prior to their maturity
date) (the "2048 par call date"), in the case of the 2048 notes, the 2024 notes, the 2025 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 notes to be redeemed and (2) (i) in the case of the 2024 notes, the 2025 notes and
the 2028 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 12.5 basis points in the case of the 2024 notes, plus 15 basis points in the case of
the 2025 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.

S-7
Table of Contents
· "Comparable Treasury Price" means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations for such redemption date, or (2) if the

trustee under the indenture obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Reference Treasury
Dealer Quotations.

· "Independent Investment Banker" means any of J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc.,
Mizuho Securities USA LLC, U.S. Bancorp Investments, Inc. or their respective successors or, if such firms are unwilling or unable to select
https://www.sec.gov/Archives/edgar/data/731766/000119312518350002/d670889d424b5.htm[12/17/2018 9:39:48 AM]

424B5

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

· "Reference Treasury Dealer" means each of (1) J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc.,
Mizuho Securities USA 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, J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities

Inc., Mizuho Securities USA LLC or U.S. Bancorp Investments, Inc.; 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.
A notice of redemption may provide that it is subject to certain conditions that will be specified in the notice. If those conditions are not met, the
redemption notice will be of no effect and we will not be obligated to redeem such series of notes.
If we redeem less than all of any series of the notes at any time, selection of the notes for redemption will be made by the trustee under the indenture
on:

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

· by any other method as the trustee under the indenture shall deem fair and appropriate.
Sinking Fund
The notes do not have the benefit of any sinking fund.
Change of Control Offer
If a Change of Control Triggering Event occurs with respect to the 2024 notes, the 2025 notes, the 2028 notes or the 2048 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

S-8
Table of Contents
"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 2024
notes, the 2025 notes, the 2028 notes or the 2048 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
https://www.sec.gov/Archives/edgar/data/731766/000119312518350002/d670889d424b5.htm[12/17/2018 9:39:48 AM]

424B5
Control Payment Date an event of default under the indenture, other than a default in the payment of the Change of Control Payment upon a Change of
Control Triggering Event.
We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent
those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control Triggering Event. To the extent
that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the notes, we will comply with those
securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Offer provisions of the notes by virtue
of any such conflict.
For purposes of the Change of Control Offer provisions of the notes, the following terms have the following meanings:

· "Change of Control" means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of our assets
and the assets of our subsidiaries, taken as a whole, to any person, other than our company or one of our subsidiaries; (2) the consummation of
any transaction (including, without limitation, any merger or consolidation) the result of which is that any person becomes the beneficial owner
(as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of our outstanding Voting Stock or

other Voting Stock into which our Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than
number of shares; (3) we consolidate with, or merge with or into, any person, or any person consolidates with, or merges with or into, us, in
any such event pursuant to a transaction in which any of our outstanding Voting Stock or the Voting Stock of such other person is converted
into or exchanged for cash, securities or other property, other than any such transaction where the shares of our Voting Stock outstanding
immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person
or any direct or indirect parent company of the surviving person immediately after giving effect to such

S-9
Table of Contents
transaction; (4) the first day on which a majority of the members of our Board of Directors are not Continuing Directors; or (5) the adoption of
a plan relating to our liquidation or dissolution. Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of
Control under clause (2) above if (i) we become a direct or indirect wholly-owned subsidiary of a holding company and (ii) (A) the direct or

indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders
of our Voting Stock immediately prior to that transaction or (B) immediately following that transaction no person (other than a holding
company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of
such holding company. The term "person," as used in this definition, has the meaning given thereto in Section 13(d)(3) of the Exchange Act.

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

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

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

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

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

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

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

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

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

· "Rating Event" means (A) with respect to the 2024 notes, the rating on the 2024 notes is lowered by each of the three Rating Agencies and the
2024 notes are rated below an Investment Grade Rating by each of the three Rating Agencies, (B) with respect to the 2025 notes, the rating on
the 2025 notes is lowered by each of the three Rating Agencies and the 2025 notes are rated below an Investment Grade Rating by each of the
three Rating Agencies, (C) with respect to the 2028 notes, the rating on the 2028 notes is lowered by each of the three Rating Agencies and the
2028 notes are rated below an Investment Grade Rating by each of the three Rating Agencies and (D) with respect to the 2048 notes, the rating

on the 2048 notes is lowered by each of the three Rating Agencies and the 2048 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
https://www.sec.gov/Archives/edgar/data/731766/000119312518350002/d670889d424b5.htm[12/17/2018 9:39:48 AM]

424B5
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.

S-10
Table of Contents
Certain Covenants
Merger, Consolidation or Sale of Assets
The indenture provides that we may not consolidate or merge with or into another company or sell or lease all or substantially all of our property or
assets to another company unless:

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

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

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

the indenture.
Reports
The indenture provides that as long as any notes are outstanding, we will file with the trustee under the indenture, within 15 days after we file the
same with the SEC, copies of the annual reports and of the information, documents and other reports which we may be required to file with the SEC
pursuant to Section 13 or Section 15(d) of the Exchange Act. The filing of such reports, information and documents with the SEC will constitute filing of
such reports, information and documents with the trustee; provided, however, that we will provide a physical or electronic copy thereof to the trustee
promptly following a request therefor from the trustee.
Absence of Certain Covenants
We are not restricted by the indenture from, among other things, incurring, assuming or becoming liable for any type of debt or other obligations,
paying dividends or making distributions on our capital stock or purchasing or redeeming our capital stock, or making investments. The indenture does not
require the maintenance of any financial ratios or specified levels of net worth or liquidity. In addition, the indenture does not contain any covenants or
other provisions that would limit our right to enter into any sale-leaseback transaction or grant liens on our assets.
Trustee, Registrar and Paying Agent
U.S. Bank National Association, 60 Livingston Avenue, EP-MN-WS3C, St. Paul, Minnesota 55107-2292, serves as trustee under the indenture and
has been appointed registrar and paying agent for the notes.
Defeasance
The notes are subject to legal defeasance and covenant defeasance as described in the section called "Description of Debt Securities--Defeasance
Provisions" in the accompanying prospectus.
Governing Law
The indenture and the notes are governed by and will be construed in accordance with New York law.

S-11
Table of Contents
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
The following discussion summarizes the material United States federal income tax considerations of the purchase, ownership and disposition of the
notes. The following discussion does not purport to be a complete analysis of all potential tax effects. The discussion is based upon the Internal Revenue
https://www.sec.gov/Archives/edgar/data/731766/000119312518350002/d670889d424b5.htm[12/17/2018 9:39:48 AM]

Document Outline

#1">
- #1">