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 Trust Company, National Association, as trustee. The indenture is incorporated by
reference into the registration statement which includes the accompanying prospectus. We will offer the 2027 notes, the 2029 notes, the 2032 notes, the 2052 notes and the 2062 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
The 2027 notes are designated as our 3.700% notes due May 15, 2027, the 2029 notes are designated as our 4.000% notes due May 15, 2029, the
2032 notes are designated as our 4.200% notes due May 15, 2032, the 2052 notes are designated as our 4.750% notes due May 15, 2052 and the 2062 notes are designated as our 4.950% notes due May 15, 2062.
The notes are initially limited in aggregate principal amount to $600,000,000 for the 2027 notes, $900,000,000 for the 2029 notes,
$1,500,000,000 for the 2032 notes, $2,000,000,000 for the 2052 notes and $1,000,000,000 for the 2062 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 2027 notes will mature and become due and payable,
together with any accrued and unpaid interest, on May 15, 2027. The 2029 notes will mature and become due and payable, together with any accrued and unpaid interest, on May 15, 2029. The 2032 notes will mature and become due and payable, together
with any accrued and unpaid interest, on May 15, 2032. The 2052 notes will mature and become due and payable, together with any accrued and unpaid interest, on May 15, 2052. The 2062 notes will mature and become due and payable,
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