McKESSON CORPORATION Floating Rate Notes due 2020 1.625% Notes due 2026 Underwriting Agreement

McKESSON CORPORATION

Floating Rate Notes due 2020

1.625% Notes due 2026

Underwriting Agreement

February 7, 2018

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

United States of America

J.P. Morgan Securities plc

Merrill Lynch International

2 King Edward Street

HSBC Securities (USA) Inc.

452 Fifth Avenue

New York, New York 10018

United States of America

Wells Fargo Securities International Limited

One Plantation Place

30 Fenchurch Street

London EC3M 3BD

As Representatives of the several Underwriters named in Schedule I hereto

Ladies and Gentlemen:

Introductory . McKesson Corporation, a Delaware corporation (the Company ), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I (the Underwriters ), acting severally and not jointly, the respective amounts set forth in such Schedule I of 250,000,000 in aggregate principal amount of the Company s Floating Rate Notes due 2020 (the 2020 Notes ) and 500,000,000 in aggregate principal amount of the Company s 1.625% Notes due 2026 (the 2026 Notes and, together with the 2020 Notes, the Notes ). Goldman Sachs & Co. LLC, J.P. Morgan Securities plc, Merrill Lynch International, HSBC Securities (USA) Inc. and Wells Fargo Securities International Limited have agreed to act as representatives of the several Underwriters (in such capacity, the Representatives ) in connection with the offering and sale of the Notes.

The Notes will be issued pursuant to an indenture, dated as of December 4, 2012 (the Base Indenture ) between the Company and Wells Fargo Bank, National Association, as trustee (the Trustee ). Certain terms of the Notes will be established pursuant to an officer s certificate (the Officer s Certificate ) to the Base Indenture (together with the Base Indenture, the Indenture ).

The Company, Elavon Financial Services DAC, U.S. Bank National Association and the Trustee will execute and deliver a Paying Agency Agreement to be dated on or prior to the Closing Date (as defined below) (the Paying Agency Agreement ), to appoint Elavon Financial Services DAC, as paying agent (the Paying Agent ) and U.S. Bank National Association as registrar and transfer agent with respect to the Notes. The Notes will be issued in the form of one or more permanent global securities (the Global Security ) registered in the name of a nominee (which may be the Paying Agent) of a common depositary located outside the United States for Clearstream Banking, S.A. ( Clearstream ), or Euroclear Bank S.A./N.V., as operator of the Euroclear System ( Euroclear ). The Notes will be issued in denominations of 100,000 and integral multiples of 1,000 in excess thereof.

The Company has prepared and filed with the Securities and Exchange Commission (the Commission ) an automatic shelf registration statement (file number 333-215763) on Form S-3, which contains a base prospectus (the Base Prospectus ), covering the registration of certain securities, including the Notes, under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the Securities Act ), which registration statement was filed not earlier than three years prior to the date hereof and became effective upon filing under Rule 462(e) of the Securities Act ( Rule 462(e) ). Such registration statement, as of any time, means such registration statement as amended by any post-effective amendments thereto to such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act ( Rule 430B ), and is referred to herein as the Registration Statement ; provided, however, that the Registration Statement without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Notes, which time shall be considered the new effective date of such registration statement with respect to the Notes within the meaning of Rule 430B(f)(2), including the exhibits and schedules thereto as of such time, the documents incorporated or deemed incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The Base Prospectus and each preliminary prospectus supplement used in connection with the offering of the Notes, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, are collectively referred to herein as the Preliminary Prospectus. Promptly after execution and delivery of this Agreement (the Execution Time ), the Company will prepare and file a prospectus supplement relating to the Notes in accordance with the provisions of Rule 424(b) of the Securities Act ( Rule 424(b) ). The Base Prospectus and the final prospectus supplement, in the form first furnished or made available to the Underwriters for use in connection with the offering of the Notes, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, are collectively referred to herein as the Prospectus . Any reference herein to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents that are or are deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act prior to 1:00 p.m. (New York time) on February 7, 2018 (the Initial Sale Time ). For purposes of this Agreement, all references to the Registration Statement, the Preliminary Prospectus or the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ( EDGAR ).

All references in this Agreement to financial statements and schedules and other information which is contained, included or stated (or other references of like import) in the Registration Statement, the Prospectus or the Preliminary Prospectus shall be deemed to include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Prospectus or the Preliminary Prospectus, as the case may be, at or prior to the Initial Sale Time; and all references in this Agreement to amendments or supplements to the Registration Statement, the Prospectus or the Preliminary Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the Exchange Act ), which is or is deemed to be incorporated by reference in the Registration Statement, the Prospectus or the Preliminary Prospectus, as the case may be, after the Initial Sale Time.

The Company hereby confirms its agreements with the Underwriters as follows:

Section 1. Representations and Warranties of the Company

The Company hereby represents, warrants and covenants to each Underwriter as of the date hereof and as of the Closing Date, as follows:

(a) Compliance with Registration Requirements . The Company meets the requirements for use of Form S-3 under the Securities Act. The Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement, or notice objecting to its use, has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (collectively, the Trust Indenture Act ).

At the respective times the Registration Statement and the most recent amendment thereto for purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus) became effective and as of the date hereof and as of the Closing Date, the Registration Statement and any amendments thereto (i) complied and will comply in all material respects with the requirements of the Securities Act and the Trust Indenture Act, and (ii) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with information furnished to the Company in writing by any of the Underwriters through the Representatives expressly for use therein (it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof) (any such information, Underwriter Information ) or to those parts of the Registration Statement that constitute the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee.

Each Preliminary Prospectus and the Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(b) Disclosure Package . The term Disclosure Package shall mean (i) the Preliminary Prospectus dated February 7, 2018, (ii) the issuer free writing prospectuses as defined in Rule 433 under the Securities Act (each, an Issuer Free Writing Prospectus ), if any, identified in Schedule II hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, the Disclosure Package did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The immediately preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with any Underwriter Information.

(c) Incorporated Documents . The documents incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and none of such documents included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any further amendment or supplement thereto, when such documents

become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d) Company is a Well-Known Seasoned Issuer . At the time of the filing of the Registration Statement, at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Notes in reliance on the exemption of Rule 163 under the Securities Act, and as of the Execution Time, the Company was and is a well-known seasoned issuer as defined in Rule 405 under the Securities Act. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration form.

(e) Company is not an Ineligible Issuer . (i) At the time of the original filing of the Registration Statement, (ii) at the earliest time after the original filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Notes and (iii) as of the Execution Time (with such date being used as the determination date for purposes of this clause (iii)), the Company was not and is not an ineligible issuer (as defined in Rule 405 under the Securities Act), without taking account of any determination by the Commission pursuant to Rule 405 under the Securities Act that it is not necessary that the Company be considered an ineligible issuer.

(f) Issuer Free Writing Prospectuses . Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering of Notes under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the immediately succeeding sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Disclosure Package or the Prospectus, including any document incorporated or deemed to be incorporated by reference therein that has not been superseded or modified. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, the Company has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The foregoing two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with any Underwriter Information.

(g) Distribution of Offering Material By the Company . The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Preliminary Prospectus, the Prospectus, any Permitted Free Writing Prospectus (as defined below) or the Registration Statement.

(h) No Applicable Registration or Other Similar Rights . There are no persons with registration or other similar rights to have any equity or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as have been duly waived.

(i) The Underwriting Agreement . This Agreement has been duly authorized, executed and delivered by the Company.

(j) The Paying Agency Agreement . The Paying Agency Agreement has been duly authorized and, at the Closing Date, will have been duly executed and delivered by the Company, and assuming the due authorization, execution and delivery by each of the other parties thereto, constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (collectively, the Enforceability Exceptions ).

(k) The Base Indenture . The Base Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and assuming the due authorization, execution and delivery by the Trustee, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

(l) The Notes . The Notes to be purchased by the Underwriters from the Company are in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the Company and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture. The form of the Notes shall comply with the requirements of The New York Stock Exchange (the NYSE ).

(m) Description of the Paying Agency Agreement, the Notes and the Indenture . The Paying Agency Agreement, the Notes and the Indenture conform in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus.

(n) No Material Adverse Change . Except as otherwise disclosed in the Disclosure Package and the Prospectus, subsequent to the respective dates as of which information is given therein, there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, management, business, properties, results of operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (any such change is called a Material Adverse Change ).

(o) Independent Accountants . Deloitte & Touche LLP, who have expressed their opinion with respect to the Company s audited financial statements for the fiscal years ended March 31, 2015, 2016 and 2017 incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus, are an independent registered public accounting firm with respect to the Company as required by the Securities Act and the Exchange Act and are a registered public accounting firm with the Public Company Accounting Oversight Board.

(p) Preparation of the Financial Statements . The financial statements together with the related notes thereto incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved or International Financial Reporting Standard, as applicable, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance in all material respects with the Commission s rules and guidelines applicable thereto. Any pro forma financial statements included in the Preliminary Prospectus and the Prospectus include assumptions that provide a reasonable basis for presenting the significant effects attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in the pro forma financial statements included in the Preliminary Prospectus and the Prospectus. Any pro forma financial statements for any period included in the Preliminary Prospectus and the Prospectus comply as to form in all material respects with the applicable requirements of Regulation S-X under the Securities Act. No other financial statements are required to be included in the Registration Statement.

(q) Incorporation and Good Standing of the Company and its Significant Subsidiary . The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own or lease, as the case may be, and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the

failure to so qualify or to be in good standing would not, individually or in the aggregate, have a material adverse effect on the condition, financial or otherwise, earnings, management, business, properties, results of operations or prospects of the Company and its subsidiaries, considered as one entity (a Material Adverse Effect ). McKesson US Finance Corporation, a Delaware corporation, McKesson UK Finance I Limited, a United Kingdom corporation, McKesson International Bermuda IP2 Limited, a Bermuda corporation, McKesson International Holdings Unlimited Company, an Ireland corporation, McKesson International Bermuda IP3A Limited, a Bermuda corporation, McKesson Financial Holdings Unlimited Company, an Ireland corporation, McKesson Europe Holdings GmbH & Co. KGaA (formerly known as Celesio Holdings Deutschland GmbH & Co. KGaA), a German corporation, and PF2 McKesson Technologies Inc., a Delaware corporation, are the Company s only significant subsidiaries as of March 31, 2017, as defined by Rule 1-02(w) of Regulation S-X under the Securities Act (the Significant Subsidiaries ), and each such Significant Subsidiary has been duly incorporated and is validly existing as a corporation under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own its property and to conduct its business as presently conducted.

(r) Capitalization and Other Capital Stock Matters . The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the Prospectus under the caption Capitalization (other than for subsequent issuances, if any, pursuant to employee benefit plans described in the Disclosure Package and the Prospectus or upon exercise of outstanding options described in the Disclosure Package and the Prospectus, as the case may be).

(s) Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required . The execution and delivery by the Company of this Agreement, the Paying Agency Agreement, the Indenture and the Notes (collectively, the Operative Instruments ), and the consummation by the Company of the transactions contemplated thereby, including the issuance and sale of the Notes, (A) will not violate or conflict with or result in any contravention of any provision of the General Corporation Law of the State of Delaware (the DGCL ), (B) will not conflict with the charter or by-laws of the Company, (C) will not constitute a violation of, or a breach or default under the laws of any agreement, contract, bond, indenture or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or that would materially affect the power or ability of the Company to perform its obligations under the Operative Instruments or to consummate any of the transactions contemplated by the Disclosure Package, the Prospectus or the Operative Instruments, (D) will not violate or conflict with, or result in any contravention of, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary of the Company, except for a violation, conflict or contravention which would not, individually or in the aggregate, have a Material Adverse Effect, (E) do not and will not result in the imposition of any lien, charge or encumbrance upon any assets of the Company or any of its subsidiaries, pursuant to the terms of any agreement or instrument to which the Company or any of its subsidiaries is a party or by which any of them or any of their respective properties is bound, except for any liens, charges or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect, and (F) do not require any consent, approval, authorization or order of, or qualification with, any governmental body or agency, except such as may be required by the securities or Blue Sky laws of the various states, the Securities Act, the Exchange Act, the Trust Indenture Act and the securities laws of any jurisdiction outside the United States in which the Notes are offered.

(t) No Material Actions or Proceedings . There are no legal or governmental proceedings pending or, to the best of the Company s knowledge, threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject (i) which are required to be described in the Registration Statement, the Disclosure Package or the Prospectus and are not so described (including in the documents incorporated therein by reference) or (ii) which would reasonably be expected to result in a Material Adverse Effect, or materially affect the power or ability of the Company to perform its obligations under the Operative Instruments, or to consummate any of the transactions contemplated by the Disclosure Package and the Prospectus or the Operative Instruments. There are no contracts or other documents that are required to be described in the Registration Statement, the Disclosure Package or Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required (including in the documents incorporated therein by reference).

(u) Intellectual Property Rights . Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, to the Company s knowledge, the Company or its subsidiaries own or possess a valid

right to use all patents, trademarks, service marks, trade names, copyrights, patentable inventions, trade secrets, know-how and other intellectual property (collectively, the Intellectual Property ) used by the Company or its subsidiaries in, and material to, the conduct of the Company s or its subsidiaries business as now conducted or as proposed in the Disclosure Package and the Prospectus to be conducted, except as would not, individually or in the aggregate, result in a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

(w) Compliance with Environmental Laws . The Company and its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or regulated wastes, pollutants or contaminants ( Environmental Laws ), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, individually or in the aggregate, have a Material Adverse Effect.

(x) Environmental Costs . There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, individually or in the aggregate, have a Material Adverse Effect, except as otherwise disclosed or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus.

(y) Tax Law Compliance . The Company and its subsidiaries have filed all necessary federal, state, local and foreign income and franchise tax returns in a timely manner and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings, except where a default to make such filings or payments would not, individually or in the aggregate, result in a Material Adverse Effect.

(z) Company Not an Investment Company . The Company is not, and after receipt of payment for the Notes and the application of the proceeds thereof as contemplated under the caption Use of Proceeds in the Preliminary Prospectus and the Prospectus will not be, an investment company within the meaning of the Investment Company Act of 1940, as amended (the Investment Company Act ).

(aa) No Price Stabilization or Manipulation . The Company has not taken and will not take, directly or indirectly, any action designed to or that would be reasonably expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Notes. The Company has not issued and will not issue, without the prior consent of the Representatives (on behalf of the several Underwriters), any press or public announcement referring specifically to the proposed issue of, or the terms of, the Notes, unless such announcement adequately discloses (but only to the extent required by laws, regulators or guidelines (including the United Kingdom s Financial Conduct Authority Handbook) applicable to the Company, the Underwriters, the Representatives, or any other entity undertaking stabilization in connection with the issue of the Notes) that stabilizing action may take place in relation to the Notes. The Company authorizes the Representatives to make any and all appropriate disclosure in relation to stabilization.

(bb) Sarbanes-Oxley Compliance . The Company has complied in all material respects with the applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (collectively, the Sarbanes-Oxley Act ).

(cc) No Unlawful Contributions or Other Payments . None of the Company, any of its subsidiaries or, to the knowledge of the Company or any of its subsidiaries, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of either (i) the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder ( FCPA ), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any foreign official (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA or (ii) the U.K. Bribery Act 2010 (the Bribery Act ) and the Company, its subsidiaries and, to the knowledge of the Company and its subsidiaries, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries, have conducted their businesses in compliance with the FCPA and the Bribery Act and all other applicable anti-bribery or corruption laws and regulations (together, the Anti-Bribery and Corruption Laws ) and have instituted and maintain and enforce policies and procedures reasonably designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with the Anti-Bribery and Corruption Laws. To the best of the Company s knowledge and belief, except as to such matters disclosed to the Representatives which would not reasonably be expected to result in a Material Adverse Effect, no actions or investigations by any governmental or regulatory agency are ongoing or threatened against the Company or any of its subsidiaries, or any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries, in relation to a breach of the Anti-Bribery and Corruption Laws. The Company will not directly or indirectly use, lend or contribute the proceeds of the offering for any purpose that would breach the Anti-Bribery and Corruption Laws.

(dd) Money Laundering . Except as would not, individually or in the aggregate, have a Material Adverse Effect, the operations of the Company and its subsidiaries, are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the Money Laundering Laws ) and no action, suit or proceeding by or before any court or governmental agency, authority or regulatory body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(ee) OFAC . Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company or any of its subsidiaries, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is (A) an individual or entity ( Person ), or is 50% or more, individually or in aggregate, owned or controlled by a Person, currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury s Office of Foreign Assets Control ( OFAC ), the United Nations Security Council ( UNSC ), the European Union, Her Majesty s Treasury ( HMT ), or other relevant sanctions authority (collectively, Sanctions ) or (B) located, organized or resident in a country or territory that is the subject of Sanctions. The Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, to fund any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise) of Sanctions. This Section 1(ee) shall only apply to UniCredit Bank AG and Deutsche Bank AG, London Branch to the extent that it does not result in a breach and/or violation of or a conflict with any applicable anti-boycott statute such as (i) EU Regulation (EC) 2271/96 or (ii) section 7 foreign trade ordinance (AWV) (Au enwirtschaftsverordnung) or (iii) a similar anti-boycott statute. For the avoidance of doubt, the foregoing sentence does not apply to any Underwriter other than UniCredit Bank AG and Deutsche Bank AG, London Branch.

(ff) Controls . The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that complies with the requirements of the Exchange Act and has been designed to provide reasonable assurance regarding (i) the reliability of financial reporting, (ii) the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and (iii) the accuracy of the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus. The internal control over financial reporting of the Company is effective. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) in accordance with the rules and regulations under the Sarbanes-Oxley Act, the Securities Act and the Exchange Act.

Any certificate signed by an officer of the Company and delivered to the Representatives or to counsel for the Underwriters shall be deemed to be a representation and warranty by the Company to each Underwriter as to the matters set forth therein.

Section 2. Purchase, Sale and Delivery of the Notes .

(a) The Notes . The Company agrees to issue and sell to the several Underwriters, severally and not jointly, all of the Notes upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, each Underwriter agrees, severally and not jointly, to purchase from the Company the aggregate principal amount of the Notes set forth opposite its name on Schedule I, plus any additional principal amount of Notes that such Underwriter may become obligated to purchase pursuant to Section 10 of this Agreement, at a purchase price of 100.200% of the principal amount of the 2020 Notes and 99.448% of the principal amount of the 2026 Notes, payable on the Closing Date.

(b) The Closing Date . Delivery of certificates for the Notes in global form to be purchased by the Underwriters and payment therefor shall be made at the offices of Sidley Austin LLP , 787 Seventh Avenue, New York, NY 10019 (or such other place as may be agreed to by the Company and the Representatives) at 10:00 a.m., London time, on February 12, 2018, or such other time and date as the Underwriters and the Company shall mutually agree (the time and date of such closing are called the Closing Date ).

(c) Public Offering of the Notes . The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Notes as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.

(d) Payment for the Notes . Payment for the Notes shall be made by wire transfer of immediately available funds to the account of Elavon Financial Services DAC, in its capacity as common depositary for Euroclear and Clearstream, for the account of the Company against delivery to the common depositary for the respective accounts of the Underwriters of the Global Security representing the Notes, with any transfer taxes payable in connection with the sale of the Notes duly paid, without duplication, by the Company. The Global Security will be made available by the Company for inspection not later than 1:00 P.M., London time, on the business day prior to the Closing Date.

It is understood that the Representatives have been authorized, for their own accounts and for the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Notes that the Underwriters have agreed to purchase. The Representatives may (but shall not be obligated to) make payment for any Notes to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Section 3. Covenants of the Company.

The Company covenants and agrees with each Underwriter as follows:

(a) Compliance with Securities Regulations and Commission Requests . The Company will promptly notify the Representatives, and confirm the notice in writing, of (i) the effectiveness during the Prospectus Delivery Period (as defined below) of any post-effective amendment to the Registration Statement or the filing of any supplement or amendment to the Preliminary Prospectus or the Prospectus, (ii) the receipt of any comments from the Commission during the Prospectus Delivery Period, (iii) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or for additional information, and (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing, suspending or objecting to the use of the Preliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will promptly effect the filings necessary pursuant to Rule 424 under the Securities Act and will take such steps as it deems necessary to ascertain promptly whether the Preliminary Prospectus and the Prospectus transmitted for filing under Rule 424 under the Securities Act was received for filing by the Commission and, in the event that it was not, it will promptly file such document. The Company will use its reasonable best efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

(b) Filing of Amendments . During such period beginning on the date of this Agreement and ending on the later of the Closing Date or such date as, in the opinion of counsel for the Underwriters, the Prospectus is no longer required by law to be delivered in connection with sales of the Notes by an Underwriter or dealer, including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act (the Prospectus Delivery Period ), the Company will give the Representatives notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b) under the Securities Act), or any amendment, supplement or revision to the Disclosure Package or the Prospectus, whether pursuant to the Securities Act, the Exchange Act or otherwise, will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object.

(c) Delivery of Registration Statements . The Company will deliver, upon request, to the Representatives and counsel for the Underwriters, without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the Underwriters. The Registration Statement and each amendment thereto furnished to the Underwriters will be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(d) Delivery of Prospectuses . The Company will deliver to each Underwriter, without charge, as many copies of the Preliminary Prospectus as such Underwriter may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the Securities Act. The Company will furnish to each Underwriter, without charge, during the Prospectus Delivery Period, such number of copies of the Prospectus as such Underwriter may reasonably request. The Preliminary Prospectus and the Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.