Bond Hartford Financial Group 3.6% ( US416515BF08 ) in USD

Issuer Hartford Financial Group
Market price refresh price now   79.064 %  ▼ 
Country  United States
ISIN code  US416515BF08 ( in USD )
Interest rate 3.6% per year ( payment 2 times a year)
Maturity 18/08/2049



Prospectus brochure of the bond Hartford Financial Services US416515BF08 en USD 3.6%, maturity 18/08/2049


Minimal amount 2 000 USD
Total amount 800 000 000 USD
Cusip 416515BF0
Standard & Poor's ( S&P ) rating BBB+ ( Lower medium grade - Investment-grade )
Moody's rating Baa1 ( Lower medium grade - Investment-grade )
Next Coupon 19/08/2026 ( In 137 days )
Detailed description Hartford Financial Services Group, Inc. is a multinational insurance and investment management company offering a range of property and casualty, group benefits, and mutual funds.

The Bond issued by Hartford Financial Group ( United States ) , in USD, with the ISIN code US416515BF08, pays a coupon of 3.6% per year.
The coupons are paid 2 times per year and the Bond maturity is 18/08/2049

The Bond issued by Hartford Financial Group ( United States ) , in USD, with the ISIN code US416515BF08, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Hartford Financial Group ( United States ) , in USD, with the ISIN code US416515BF08, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-231592
CALCULATION OF REGISTRATION FEE


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

Registered

Offering Price

Registration Fee(1)
2.800% Senior Notes due 2029

$600,000,000

$598,080,000

$72,487.30
3.600% Senior Notes due 2049

$800,000,000

$791,016,000

$95,871.14


(1)
The registration fee of $168,358.44 is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Prospectus Supplement to Prospectus dated May 17, 2019


$1,400,000,000
The Hartford Financial Services Group, Inc.
$600,000,000 2.800% Senior Notes due 2029
$800,000,000 3.600% Senior Notes due 2049


We are offering $600,000,000 aggregate principal amount of our 2.800% senior notes due 2029 (the "2029 notes") and $800,000,000 aggregate
principal amount of our 3.600% senior notes due 2049 (the "2049 notes" and, together with the 2029 notes, the "senior notes"). We will pay interest on the
senior notes of each series semi-annually in arrears on February 19 and August 19 of each year, beginning on February 19, 2020.
The senior notes of each series may be redeemed at our option, at any time in whole or from time to time in part, as described in this prospectus
supplement under the caption "Description of the Senior Notes--Optional Redemption."
The senior notes will be our unsecured senior obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness
from time to time outstanding.
Concurrently with this offering, we are commencing tender offers for two series of existing notes issued by us and one of our subsidiaries,
respectively. See "Summary--Concurrent Debt Tender Offers."


Investing in the senior notes involves substantial risks. You should carefully consider the risks described under the
"Risk Factors" section of this prospectus supplement beginning on page S-6 and similar sections in our filings with the
Securities and Exchange Commission incorporated by reference herein before buying the senior notes offered hereby.


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



Per 2029
Per 2049


Note


Total

Note


Total

Public offering price (1)

99.680%
$598,080,000
98.877%
$791,016,000
Underwriting discounts

0.650%
$
3,900,000
0.875%
$
7,000,000
Proceeds, before expenses, to us

99.030%
$594,180,000
98.002%
$784,016,000
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(1)
Plus accrued interest, if any, from August 19, 2019, if settlement occurs after that date.


The underwriters expect to deliver the senior notes only in book-entry form through the facilities of The Depository Trust Company ("DTC") for the
accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, S.A., on or about
August 19, 2019, which is the 7th U.S. business day following the date of this prospectus supplement. See "Underwriting."


Joint Book-Running Managers

Credit Suisse


J.P. Morgan

US Bancorp

Senior Co-Managers

Barclays

BofA Merrill Lynch
Citigroup

Deutsche Bank Securities

Goldman Sachs & Co. LLC

ING

Wells Fargo Securities
Co-Managers

BB&T Capital Markets

BNY Mellon Capital Markets, LLC

KeyBanc Capital Markets
Morgan Stanley

Academy Securities

Drexel Hamilton

Prospectus Supplement dated August 8, 2019.
Table of Contents
TABLE OF CONTENTS


Page
Prospectus Supplement

About This Prospectus Supplement
S-ii
Where You Can Find More Information
S-ii
Information Incorporated by Reference
S-iii
Forward-Looking Statements
S-iv
Summary
S-1
Risk Factors
S-6
Use of Proceeds
S-7
Capitalization
S-8
Description of the Senior Notes
S-9
Certain U.S. Federal Income Tax Considerations
S-15
Certain ERISA Considerations
S-17
Underwriting
S-19
Validity of the Senior Notes
S-25
Experts
S-25


Prospectus

About This Prospectus

ii
Forward-Looking Statements And Certain Risk Factors

ii
The Hartford Financial Services Group, Inc.

1
Use of Proceeds

1
Description of The Debt Securities

2
Description of Junior Subordinated Debt Securities

13
Description of Guarantees

27
Description of Capital Stock Of The Hartford Financial Services Group, Inc.

27
Description of Depositary Shares

32
Description of Warrants

35
Description of Stock Purchase Contracts And Stock Purchase Units

37
Plan Of Distribution

38
Legal Opinions

40
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Experts

40
Where You Can Find More Information

41
Incorporation By Reference

41
We are responsible for the information contained and incorporated by reference in this prospectus supplement, the accompanying
prospectus and any free writing prospectus with respect to this offering filed by us with the Securities and Exchange Commission, or the SEC. We
have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you.
You should assume that the information contained and incorporated by reference in this prospectus supplement, the accompanying prospectus
and any free writing prospectus with respect to this offering filed by us with the SEC is only accurate as of the respective dates of such documents.
Our business, financial condition, results of operations and prospects may have changed since those dates. We are offering to sell, and seeking
offers to buy, the senior notes only in jurisdictions where such offers and sales are permitted.

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of the senior notes and
also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus
supplement and the accompanying prospectus. The second part, the accompanying prospectus, gives more general information, some of which may not
apply to this offering of the senior notes.
If the description of this offering of the senior notes in the accompanying prospectus is different from the description in this prospectus supplement,
you should rely on the information contained in this prospectus supplement.
You should read this prospectus supplement, the accompanying prospectus, the documents incorporated by reference into this prospectus supplement
and the accompanying prospectus and the additional information described under "Where You Can Find More Information" and "Information Incorporated
by Reference" in this prospectus supplement before deciding whether to invest in the senior notes offered by this prospectus supplement.
Unless indicated otherwise, or the context otherwise requires, references in this prospectus supplement to the "Company," "we," "us" and "our" or
similar terms are to The Hartford Financial Services Group, Inc. and not to any of its subsidiaries and references to "The Hartford" are to The Hartford
Financial Services Group, Inc. and its subsidiaries, collectively.
You should not consider any information in this prospectus supplement, the accompanying prospectus or any free writing prospectus filed with
respect to this offering by us with the SEC to be investment, legal or tax advice. You should consult your own counsel, accountants and other advisers for
legal, tax, business, financial and related advice regarding the purchase of the senior notes offered by this prospectus supplement.
Currency amounts in this prospectus supplement are stated in U.S. dollars.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus supplement is part of our registration statement on Form S-3 (File No. 333-231592) that we filed with the SEC. The registration
statement, including the attached exhibits, contains additional relevant information about us. The rules of the SEC allow us to omit from this prospectus
supplement and the accompanying prospectus some of the information included in the registration statement.
The Company's Internet address is www.thehartford.com. The Company has included its website address only as an inactive textual reference and
does not intend it to be an active link to its website. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K,
Definitive Proxy Statement and amendments to those reports are available, without charge, on the investor relations section of our website,
https://ir.thehartford.com, as soon as reasonably practicable after they are filed electronically with the SEC. Reports filed with the SEC may be viewed at
www.sec.gov. References in this prospectus supplement to our and the SEC's website address are provided only as a convenience and do not constitute, and
should not be viewed as, an incorporation by reference of the information contained on, or available through, the website. Therefore, such information
should not be considered part of the registration statement referred to above, this prospectus supplement or the accompanying prospectus.
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We fulfill our
obligations with respect to such requirements by filing periodic reports and other information with the SEC. These reports and other information are
available as provided above and may also be inspected at the offices of The New York Stock Exchange at 20 Broad Street, New York, New York 10005.

S-ii
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Table of Contents
INFORMATION INCORPORATED BY REFERENCE
The rules of the SEC allow us to incorporate by reference information into this prospectus supplement. The information incorporated by reference is
considered to be a part of this prospectus supplement, and information that we file later with the SEC will automatically update and supersede this
information. This prospectus supplement incorporates by reference the documents listed below:


·
our Annual Report on Form 10-K for the year ended December 31, 2018;

·
our Definitive Proxy Statement filed on April 4, 2019 (other than information in the Definitive Proxy Statement that is not specifically

incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2018);


·
our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019 and June 30, 2019;


·
our Current Reports on Form 8-K filed on February 21, 2019, May 2, 2019, May 15, 2019, May 23, 2019 and August 8, 2019; and

·
all documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, on or after the date of this prospectus

supplement and prior to the termination of this offering (other than information in the documents that is deemed not to be filed and that is not
specifically incorporated by reference into this prospectus supplement).
Any statement made in this prospectus supplement, the accompanying prospectus or in a document incorporated by reference in this prospectus
supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in any other
subsequently filed document that is also incorporated by reference in this prospectus supplement modifies or supersedes that statement. Any statement so
modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement.
You can obtain any of the filings incorporated by reference in this prospectus supplement through us or from the SEC through the SEC's Internet
site. We will provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus supplement is delivered, upon
written or oral request of such person, a copy of any or all of the documents referred to above which have been or may be incorporated by reference in this
prospectus supplement. You should direct requests for those documents to The Hartford Financial Services Group, Inc., One Hartford Plaza, Hartford,
Connecticut 06155, Attention: Investor Relations (telephone: (860) 547-2537).

S-iii
Table of Contents
FORWARD-LOOKING STATEMENTS
Certain of the statements contained or incorporated by reference in this prospectus supplement and the accompanying prospectus are forward-looking
statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be
identified by words such as "anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects," "projects" and similar references to future
periods.
Forward-looking statements are based on management's current expectations and assumptions regarding future economic, competitive, legislative
and other developments and their potential effect upon The Hartford. Because forward-looking statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that are difficult to predict. Actual results could differ materially from expectations, depending on the
evolution of various factors, including the risks and uncertainties identified in this prospectus supplement, as well as factors described in the sections
entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operation" in our Annual Report on Form
10-K for the year ended December 31, 2018 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, and June 30, 2019, and those
factors identified from time to time in our other filings with the SEC. These important risks and uncertainties include:

· Risks Relating to Economic, Political and Global Market Conditions:

·
challenges related to The Hartford's current operating environment, including global political, economic and market conditions, and the effect

of financial market disruptions, economic downturns, changes in trade regulation including tariffs and other barriers or other potentially
adverse macroeconomic developments on the demand for our products and returns in our investment portfolios;

·
market risks associated with our business, including changes in credit spreads, equity prices, interest rates, inflation rate, and market

volatility;


·
the impact on our investment portfolio if our investment portfolio is concentrated in any particular segment of the economy;

·
the impacts of changing climate and weather patterns on our businesses, operations and investment portfolio including on claims, demand

and pricing of our products, the availability and cost of reinsurance, our modeling data used to evaluate and manage risks of catastrophes and
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severe weather events, the value of our investment portfolios and credit risk with reinsurers and other counterparties;

·
the risks associated with the change in or replacement of the London Inter-Bank Offered Rate ("LIBOR") on the securities we hold or may

have issued, other financial instruments and any other assets and liabilities whose value is tied to LIBOR;

·
the impacts associated with the withdrawal of the United Kingdom ("U.K.") from the European Union ("E.U.") on our international

operations in the U.K. and E.U.;

· Insurance Industry and Product-Related Risks:


·
the possibility of unfavorable loss development, including with respect to long-tailed exposures;


·
the significant uncertainties that limit our ability to estimate the ultimate reserves necessary for asbestos and environmental claims;


·
the possibility of a pandemic, earthquake, or other natural or man-made disaster that may adversely affect our businesses;

·
weather and other natural physical events, including the intensity and frequency of storms, hail, wildfires, flooding, winter storms, hurricanes

and tropical storms, as well as climate change and its potential impact on weather patterns;

S-iv
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·
the possible occurrence of terrorist attacks and The Hartford's inability to contain its exposure as a result of, among other factors, the

inability to exclude coverage for terrorist attacks from workers' compensation policies and limitations on reinsurance coverage from the
federal government under applicable laws;

·
The Hartford's ability to effectively price its property and casualty policies, including its ability to obtain regulatory consents to pricing

actions or to non-renewal or withdrawal of certain product lines;


·
actions by competitors that may be larger or have greater financial resources than we do;

·
technological changes, such as usage-based methods of determining premiums, advancements in automotive safety features, the development

of autonomous vehicles, and platforms that facilitate ride sharing, which may alter demand for The Hartford's products, impact the frequency
or severity of losses, and/or impact the way The Hartford markets, distributes and underwrites its products;

·
The Hartford's ability to market, distribute and provide insurance products and investment advisory services through current and future

distribution channels and advisory firms;


·
the uncertain effects of emerging claim and coverage issues;

· Financial Strength, Credit and Counterparty Risks:

·
risks to our business, financial position, prospects and results associated with negative rating actions or downgrades in The Hartford's

financial strength and credit ratings or negative rating actions or downgrades relating to our investments;

·
capital requirements, which are subject to many factors, including many that are outside The Hartford's control, such as NAIC risk-based

capital formulas, funds at Lloyds Bank plc and solvency capital requirements, which can in turn affect our credit and financial strength
ratings, cost of capital, regulatory compliance and other aspects of our business and results;

·
losses due to nonperformance or defaults by others, including credit risk with counterparties associated with investments, derivatives,

premiums receivable, reinsurance recoverables and indemnifications provided by third parties in connection with previous dispositions;

·
the potential for losses due to our reinsurers' unwillingness or inability to meet their obligations under reinsurance contracts and the

availability, pricing and adequacy of reinsurance to protect The Hartford against losses;


·
state and international regulatory limitations on the ability of the Company and certain of its subsidiaries to declare and pay dividends;

· Risks Relating to Estimates, Assumptions and Valuations:

·
risk associated with the use of analytical models in making decisions in key areas such as underwriting, pricing, capital management,

reserving, investments, reinsurance and catastrophe risk management;

·
the potential for differing interpretations of the methodologies, estimations and assumptions that underlie The Hartford's fair value estimates

for its investments and the evaluation of other-than-temporary impairments on available-for-sale securities;


·
the potential for further impairments of our goodwill or the potential for changes in valuation allowances against deferred tax assets;

· Strategic and Operational Risks:

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·
The Hartford's ability to maintain the availability of its systems and safeguard the security of its data in the event of a disaster, cyber or other

information security incident or other unanticipated event;


·
the potential for difficulties arising from outsourcing and similar third-party relationships;

S-v
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·
the risks, challenges and uncertainties associated with capital management plans, expense reduction initiatives and other actions, which may

include acquisitions, divestitures or restructurings;

·
risks associated with acquisitions and divestitures, including the challenges of integrating acquired companies or businesses or separating

from our divested businesses, which may result in our inability to achieve the anticipated benefits and synergies and may result in unintended
consequences;

·
difficulty in attracting and retaining talented and qualified personnel including key employees, such as executives, managers and employees

with strong technological, analytical and other specialized skills;


·
The Hartford's ability to protect its intellectual property and defend against claims of infringement;

· Regulatory and Legal Risks:

·
the cost and other potential effects of increased federal, state and international regulatory and legislative developments, including those that

could adversely impact the demand for The Hartford's products, operating costs and required capital levels;


·
unfavorable judicial or legislative developments;


·
the impact of changes in federal or state tax laws;


·
regulatory requirements that could delay, deter or prevent a takeover attempt that stockholders might consider in their best interests;


·
the impact of potential changes in accounting principles and related financial reporting requirements;

· Risks Related to the Tender Offers and Redemption:


·
the possibility that the tender offers are not consummated; and


·
the possibility that The Hartford or Navigators does not issue notices of redemption and does not redeem the existing notes.
Any forward-looking statement made by The Hartford in this prospectus supplement, the accompanying prospectus, any document incorporated by
reference herein or therein or any free writing prospectus filed by us with the SEC speaks only as of the date on which it is made. Factors or events that
could cause The Hartford's actual results to differ may emerge from time to time, and it is not possible for The Hartford to predict all of them. The
Hartford undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or
otherwise.


S-vi
Table of Contents
SUMMARY
The following summary is qualified in its entirety by the more detailed information included elsewhere or incorporated by reference into this
prospectus supplement or the accompanying prospectus. Because this is a summary, it may not contain all of the information that is important to you.
Before making an investment decision, you should read the entire prospectus supplement, the accompanying prospectus and the documents
incorporated by reference, including the section entitled "Risk Factors" in this prospectus supplement and the sections entitled "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended
December 31, 2018, and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019 and June 30, 2019.
The Hartford Financial Services Group, Inc.
We are a holding company for a group of subsidiaries that provide property and casualty insurance, group benefits, and mutual funds and
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exchange-traded products to individual and business customers in the United States. The Hartford is headquartered in Connecticut and its oldest
subsidiary, Hartford Fire Insurance Company, dates back to 1810.
Our principal executive offices are located at One Hartford Plaza, Hartford, Connecticut 06155, and our telephone number is (860) 547-5000.
Concurrent Debt Tender Offers
On August 8, 2019, the Company commenced an offer to purchase for cash any and all of its 5.125% Senior Notes due 2022 (the "Hartford
notes") and an offer to purchase for cash any and all of the 5.75% Senior Notes due 2023 (the "Navigators notes" and, together with the Hartford
notes, the "existing notes") issued by its wholly-owned subsidiary, The Navigators Group, Inc. ("Navigators"). We refer to these offers as the "tender
offers." The offers for the Hartford notes and the Navigators notes are independent of one another.
The tender offers will expire at 5:00 p.m. (New York City time), on August 14, 2019, each unless extended or earlier terminated by us. The
settlement date for the tender offers, if successfully concluded, is currently expected to be August 19, 2019.
As of the commencement of the tender offers, $800 million aggregate principal amount of Hartford notes and $265 million aggregate principal
amount of Navigators notes were outstanding. Assuming that we complete this offering, the Company and Navigators currently intend to issue notices
of redemption in respect of their respective series of existing notes on the closing date for this offering, as a result of which any and all existing notes
that are not retired in the tender offers would be redeemed 30 days after such notice.
We intend to fund the purchase of any existing notes validly tendered and accepted for purchase in the tender offers, and the redemption price
for any existing notes that are redeemed, with the net proceeds from this offering. See "Use of Proceeds."
The purpose of the tender offers, this offering and the potential redemptions is to extend the maturity profile of our outstanding debt in the
current interest rate environment.
The tender offers are being made solely on the terms and subject to the conditions described in the offer to purchase, dated August 8, 2019,
relating to the tender offers, and in the related letter of transmittal and notice of guaranteed delivery. This prospectus supplement is not an offer to
purchase the existing notes.

S-1
Table of Contents
The tender offers are subject to a number of conditions (including a financing condition) that may be waived or changed.
This prospectus supplement shall not constitute a notice of redemption under the indentures governing the existing notes. Any such notice, if
made, will only be made in accordance with the provisions of the applicable indenture. There can be no assurance as to whether we actually
implement any such redemption or whether either tender offer will be consummated.

S-2
Table of Contents
The Offering

Issuer
The Hartford Financial Services Group, Inc.

Securities Offered
$600,000,000 aggregate principal amount of our 2.800% senior notes due 2029 and
$800,000,000 aggregate principal amount of our 3.600% senior notes due 2049.

Denominations
The senior notes of each series will be issued in minimum denominations of $2,000 principal
amount and multiples of $1,000 in excess thereof.
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Maturity Date
The 2029 notes will mature on August 19, 2029 and the 2049 notes will mature on
August 19, 2049.

Interest
Interest on the 2029 notes will accrue from the issue date until maturity at a rate of 2.800%
per year. Interest on the 2049 notes will accrue from the issue date until maturity at a rate of
3.600% per year.


We will pay interest on the senior notes of each series semi-annually in arrears on
February 19 and August 19 of each year, beginning on February 19, 2020. Interest will be
computed on the basis of a 360-day year consisting of twelve 30-day months.

Further Issuances
There is no limit on the aggregate principal amount of senior notes of either series that we
may issue. Subject to certain tax limitations, we reserve the right, from time to time and
without the consent of any holders, to re-open either series of senior notes and issue
additional senior notes on terms identical in all respects to the outstanding senior notes of the
relevant series (except the date of issuance, the date interest begins to accrue and, in certain
circumstances, the first interest payment date), so that such additional senior notes shall be
consolidated with, form a single series with and increase the aggregate principal amount of
the outstanding senior notes of the relevant series.

Use of Proceeds
We estimate that the net proceeds from this offering will be approximately $1,376 million,
after deducting underwriting discounts and the estimated expenses of the offering that we
will pay.


We intend to use a portion of the net proceeds from the offering to retire the existing notes
through the tender offers and intended redemptions. The balance of the net proceeds will be
used for general corporate purposes.

S-3
Table of Contents
Risk Factors
See "Risk Factors" beginning on page S-6 of this prospectus supplement and similar sections
in our filings with the SEC incorporated by reference herein before buying the senior notes
offered hereby.

Indenture
We will issue the senior notes under an indenture between us and The Bank of New York
Mellon Trust Company, N.A., as trustee.

Ranking
The senior notes will be our unsecured senior indebtedness and will rank equally with all of
our other unsecured and unsubordinated indebtedness from time to time outstanding.

Optional Redemption
The senior notes are redeemable at our option, in whole or in part, at any time or from time
to time, upon notice delivered to the registered address of each holder of senior notes to be
redeemed at least 10 days but not more than 60 days prior to the redemption.

Prior to May 19, 2029 (three (3) months prior to maturity) (the par call date for the 2029
notes), for the 2029 notes, or prior to February 19, 2049 (six (6) months prior to maturity)

(the par call date for the 2049 notes), for the 2049 notes, we may redeem the senior notes of
the applicable series at our option, at any time in whole, or from time to time in part, at a
redemption price equal to the greater of:


· 100% of the principal amount of the senior notes being redeemed; and

· the sum of the present values of the remaining scheduled payments of principal and
interest on the senior notes to be redeemed (assuming for such purposes that such series of
senior notes matured on the applicable par call date) (exclusive of interest accrued to the
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date of redemption) discounted to the date of redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury
Rate (as defined under "Description of the Senior Notes--Optional Redemption") plus 20
basis points for the 2029 notes and 25 basis points for the 2049 notes.


In each case, we will pay accrued and unpaid interest on the principal amount being
redeemed to the date of redemption. See "Description of the Senior Notes--Optional
Redemption."


On or after May 19, 2029, for the 2029 notes, or February 19, 2049, for the 2049 notes, we
may redeem the senior notes of the applicable series at our option, in whole or in part, at any
time at a redemption price equal to 100% of the principal amount of the senior notes to be
redeemed plus accrued and unpaid interest to, but excluding, the redemption date, as
described under "Description of the Senior Notes--Optional Redemption."

S-4
Table of Contents
No Listing
The senior notes of each series constitute a new issue of securities with no established trading
market. We do not intend to have the senior notes of either series listed on a national
securities exchange or to arrange for quotation on any automated dealer quotation systems.
We cannot assure you that an active after-market for the senior notes of either series will
develop or be sustained, that holders of the senior notes of either series will be able to sell
their senior notes or that holders of the senior notes of either series will be able to sell their
senior notes at favorable prices.

Form
The senior notes of each series will be represented by one or more global notes that will be
deposited with and registered in the name of The Depository Trust Company, or DTC, or its
nominee for the accounts of its participants, including Euroclear Bank S.A./N.V., or
Euroclear, as operator of the Euroclear System, and Clearstream Banking, S.A., or
Clearstream. Transfers of ownership interests in the global notes will be effected only
through entries made on the books of DTC participants acting on behalf of beneficial owners.

Trustee and Principal Paying Agent
The Bank of New York Mellon Trust Company, N.A.

Governing Law
The State of New York.



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RISK FACTORS
An investment in the senior notes offered hereby is subject to certain risks. The trading price of the senior notes could decline due to any of these
risks, and you may lose all or part of your investment. Before you decide to invest in the senior notes you should consider the risk factors below relating to
our business and this offering, as well as other trends, risks and uncertainties identified in our Annual Report on Form 10-K for the year ended
December 31, 2018 and in the other documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The
following risk factors are not necessarily listed in order of importance.
Risks Related to the Senior Notes
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The secondary market for the senior notes of either series may be illiquid.
The senior notes of each series are a new issue of securities with no established trading market. We do not intend to apply to list the senior notes of
either series on any securities exchange or to arrange for quotation of the senior notes of either series on any automated dealer quotation system. We cannot
give any assurance as to the liquidity of any trading market for the senior notes of either series. The lack of a trading market could adversely affect your
ability to sell your senior notes and the price at which you may be able to sell your senior notes.
Changes in our credit ratings, the debt markets or other factors could adversely affect the market price of the senior notes.
The market price for the senior notes depends on many factors, including, among other things:


·
our credit ratings with major credit rating agencies, including with respect to the senior notes;


·
the prevailing interest rates being paid by other companies similar to us;


·
our operating results, financial condition, financial performance and future prospects; and

·
economic, financial, geopolitical, regulatory and judicial events that affect us, the industries and markets in which we are doing business and

the financial markets generally, including continuing uncertainty in the global economy, the impact of governmental stimulus or austerity
initiatives, sovereign credit concerns and trade and tariff disputes.
We may redeem the senior notes of either series prior to their maturity date and you may not be able to reinvest the proceeds in a comparable security.
We may, at our option, redeem, in whole or in part, the senior notes of either series at any time and from time to time at the applicable redemption
price described herein under "Description of the Senior Notes--Optional Redemption." In the event we choose to redeem your senior notes, you may not
be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on the applicable senior notes.

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USE OF PROCEEDS
We estimate that the net proceeds from this offering will be approximately $1,376 million, after deducting underwriting discounts and the estimated
expenses of the offering that we will pay.
We intend to use a portion of the net proceeds from the offering to retire the existing notes through the tender offers and intended redemptions. The
balance of the net proceeds will be used for general corporate purposes.
This prospectus supplement shall not constitute a notice of redemption under the indentures governing the existing notes. Any such notice, if made,
will only be made in accordance with the provisions of the applicable indenture. There can be no assurance as to whether we actually implement any such
redemption or whether either tender offer will be consummated.
Certain of the underwriters or their affiliates may own existing notes, in which case such underwriters or their affiliates would receive a portion of the
net proceeds of this offering. In addition, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, who are underwriters for this offering, are
acting as dealer managers in the tender offer and will receive customary fees in connection therewith. See "Underwriting--Relationships."

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CAPITALIZATION
The following table sets forth our capitalization (on a carrying value basis) as of June 30, 2019:


·
on an actual basis; and

·
on an as-adjusted basis to give effect to the completion of this offering and application of the proceeds of this offering to finance a portion of

the costs of retiring the existing notes through the tender offers and intended redemptions as described under "Use of Proceeds."
You should read the data set forth in the table below in conjunction with our audited consolidated financial statements, including the related notes,
and "Management's Discussion and Analysis of Financial Condition and Results of Operations" from our Annual Report on Form 10-K for the year ended
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