Obligation UnitedHealth Alliance 4.75% ( US91324PAH55 ) en USD

UnitedHealth Alliance

100 % ⇌

Etas-Unis

US91324PAH55 ( en USD )

4.75% par an ( paiement semestriel )

10/02/2014 - Obligation échue

Prospectus brochure de l'obligation UnitedHealth Group US91324PAH55 en USD 4.75%, échue

1 000 USD

250 000 000 USD

91324PAH5

NR

NR

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 US91324PAH55, paye un coupon de 4.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/02/2014

L'Obligation émise par UnitedHealth Alliance ( Etas-Unis ) , en USD, avec le code ISIN US91324PAH55, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par UnitedHealth Alliance ( Etas-Unis ) , en USD, avec le code ISIN US91324PAH55, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 c82486b2e424b2.htm PROSPECTUS SUPPLEMENT
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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-105875
Prospectus Supplement to Prospectus dated July 23, 2003
$500,000,000
UnitedHealth Group Incorporated
3.75% Notes due February 10, 2009
4.75% Notes due February 10, 2014
We are offering $500,000,000 of fixed rate notes under this prospectus supplement. $250,000,000 of these
notes will be due February 10, 2009 (the "2009 notes") and $250,000,000 of these notes will be due February 10,
2014 (the "2014 notes" and together with the 2009 notes, the "notes"). We will pay interest on the 2009 notes
semi-annually on February 10 and August 10 of each year, beginning August 10, 2004, at the rate of 3.75% per
year. We will pay interest on the 2014 notes semi-annually on February 10 and August 10 of each year,
beginning August 10, 2004, at the rate of 4.75% per year. The notes are unsecured and rank equally with all of
our other unsecured and unsubordinated indebtedness from time to time outstanding. The notes will be issued in
registered form only, without coupons, in denominations of $1,000 and whole multiples of $1,000.
At our option, we may redeem the notes in whole or in part at any time before their maturity date on not less
than 30 nor more than 60 days notice by mail on the terms set forth herein beginning on page S-9.
See "Risk Factors" beginning on page S-2 to read about factors you should consider before buying the notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or
the accompanying prospectus. Any representation to the contrary is a criminal offense.

Public Offering
Underwriting
Proceeds to Us
Price(1)
Discount
(before expenses)
Per Note
Total
Per Note
Total
Per Note
Total
2009 Notes
99.851%
$249,627,500 0.600% $1,500,000 99.251%
$248,127,500
2014 Notes
99.067%
$247,667,500 0.650% $1,625,000 98.417%
$246,042,500

Combined Total

$497,295,000
$3,125,000

$494,170,000
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(1) Plus accrued interest from February 10, 2004 if settlement occurs after that date.
The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository
Trust Company against payment on February 10, 2004.

JPMorgan
Merrill Lynch & Co.
UBS Investment Bank
Banc of America Securities LLC
Citigroup
Goldman, Sachs & Co.
Wachovia Securities

BNY Capital Markets, Inc.

Banc One Capital Markets, Inc.

BB&T Capital Markets

Deutsche Bank Securities

Morgan Stanley
Prospectus Supplement dated February 5, 2004.
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TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
RISK FACTORS
USE OF PROCEEDS
RATIOS OF EARNINGS TO FIXED CHARGES
BUSINESS
RECENT DEVELOPMENTS
DESCRIPTION OF NOTES
UNDERWRITING
LEGAL MATTERS
EXPERTS
ABOUT THIS PROSPECTUS
WHERE YOU CAN FIND MORE INFORMATION
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
RISK FACTORS
SELECTED CONSOLIDATED FINANCIAL DATA
UNITEDHEALTH GROUP
THE TRUSTS
USE OF PROCEEDS
RATIOS OF EARNINGS TO FIXED CHARGES AND TO FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS
DESCRIPTION OF SECURITIES
DESCRIPTION OF DEBT SECURITIES
DESCRIPTION OF PREFERRED STOCK
DESCRIPTION OF COMMON STOCK
DESCRIPTION OF DEPOSITARY SHARES
DESCRIPTION OF SECURITIES WARRANTS
DESCRIPTION OF THE PREFERRED SECURITIES
DESCRIPTION OF THE GUARANTEE
THE EXPENSE AGREEMENT
RELATIONSHIP AMONG THE PREFERRED SECURITIES, THE CORRESPONDING
JUNIOR SUBORDINATED DEBT SECURITIES AND THE GUARANTEES
DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS
BOOK-ENTRY ISSUANCE
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
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Table of Contents
This prospectus supplement relates to a prospectus which is part of a registration statement that we have filed
with the Securities and Exchange Commission ("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 up to a total amount of $1.25 billion. 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 therefore 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 in the accompanying prospectus in the section called "Where
You Can Find More Information."
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). The words or phrases "believes,"
"anticipates," "intends," "will likely result," "estimates," "projects" and similar expressions identify such
forward-looking statements. Although we believe that the expectations reflected in our forward-looking
statements are reasonable, our business involves risks and uncertainties that may cause our actual results to differ
significantly from the results discussed in the forward-looking statements. See "Risk Factors."
The following text under the heading "Risk Factors" contains cautionary statements regarding our business
and results of operations. These statements discuss matters which may in part be contained elsewhere in this
prospectus supplement and the accompanying prospectus and which may have been contained in other
documents prepared by us under federal or state securities laws. This discussion is intended to take advantage of
the safe harbor provisions of the PSLRA. In making these cautionary statements, we do not undertake to address
or update each factor in future filings with the SEC or communications regarding our business or results, and do
not undertake to address how any of these factors may have caused results to differ from discussions or
information contained in previous filings or communications. In addition, any of the matters discussed below
may have affected our past, as well as current, forward-looking statements about future results, so that our actual
results in the future may differ materially from those expressed in prior communications.
S-1
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Table of Contents
RISK FACTORS
We must effectively manage our health care costs.
Under risk-based product arrangements, we assume the risk of both medical and administrative costs for our
customers in return for a monthly premium. Premium revenues from risk-based products (excluding AARP)
comprise approximately 75% of our total consolidated revenues. We use approximately 80% to 85% of our
premium revenues to pay the costs of health care services delivered to our customers. The profitability of our risk-
based products depends in large part on our ability to predict accurately, price for, and manage effectively health
care costs. Total health care costs are affected by the number of individual services rendered and the cost of each
service. Our premium revenue is typically fixed in price for a 12-month period and is generally priced one to four
months before contract commencement. Services are delivered and related costs are incurred when the contract
commences. Although we base the premiums we charge on our estimate of future health care costs over the fixed
premium period, inflation, regulations and other factors may cause actual costs to exceed what was estimated and
reflected in premiums. These factors may include increased use of services, increased cost of individual services,
catastrophes, epidemics, the introduction of new or costly treatments, new mandated benefits or other regulatory
changes, insured population characteristics and seasonal changes in the level of health care use. Relatively small
differences between predicted and actual medical costs as a percentage of premium revenues can result in
significant changes in our financial results. For example, if medical costs increased by an additional one percent
for UnitedHealthcare's commercial insured products, our annual net earnings for 2003 would have been reduced
by approximately $75 million. In addition, the financial results we report for any particular period include
estimates of costs incurred for which the underlying claims have not been received by us or for which the claims
have been received but not processed. If these estimates prove too high or too low, the effect of the change will
be included in future results.
We face intense competition in many of our markets and customers have flexibility in moving between
competitors.
Our businesses compete throughout the United States and face significant competition in all of the
geographic markets in which they operate. For our Uniprise and Health Care Services businesses, competitors
include Aetna, Anthem, Cigna, Coventry, Humana, PacifiCare, Oxford, WellPoint, numerous for profit and not
for profit organizations operating under licenses from the Blue Cross Blue Shield Association and other
enterprises concentrated in more limited geographic areas. Our Specialized Care Services and Ingenix businesses
also compete with a number of businesses. Moreover, we believe the barriers to entry in many markets are not
substantial, so the addition of new competitors can occur relatively easily, and customers enjoy significant
flexibility in moving to competitors. These competitors in particular markets may have capabilities that give them
a competitive advantage. Greater market share, established reputation, superior supplier arrangements, existing
business relationships, and other factors all can provide a competitive advantage. In addition, significant merger
and acquisition activity has occurred in the industries in which we operate, both as to our competitors and
suppliers to these industries. This level of consolidation makes it more difficult for us to retain or increase
customers, to improve the terms on which we do business with our suppliers, and to maintain or advance our
profitability.
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Our relationship with AARP is significant to our Ovations business.
Under our 10-year contract with AARP which we entered into in 1998, we provide Medicare Supplement and
Hospital Indemnity health insurance and other products to AARP members. As of December 31, 2003, our
portion of AARP's insurance program represented approximately $4.1 billion in annual net premium revenue
from approximately 3.8 million AARP members. Our AARP contract may be terminated early by us or AARP
under certain circumstances, including a material breach by either party, insolvency of either party, a material
adverse change in the financial condition of either party, and by mutual agreement. The success of our AARP
arrangement depends, in part, on our ability to service AARP and its members, develop additional products and
services, price the products and services
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Table of Contents
competitively, and respond effectively to federal and state regulatory changes. Additionally, events that adversely
affect AARP or one of its other business partners for its member insurance program could have an adverse effect
on the success of our arrangement with AARP. For example, if consumers were dissatisfied with the products
AARP offered or its reputation, if federal legislation limited opportunities in the Medicare market, or if the
services provided by AARP's other business partners were unacceptable, our business could be adversely
affected.
The effects of the new Medicare reform legislation on our business are uncertain.
Recently enacted Medicare reform legislation is complex and wide-ranging. There are numerous provisions
in the legislation that will influence our business, although at this early stage, it is difficult to predict the extent to
which our businesses will be affected. While uncertain as to impact, we believe the increased funding provided in
the legislation will intensify competition in the seniors health services market.
Our business is subject to intense government scrutiny and we must respond quickly and appropriately to
frequent changes in government regulations.
Our business is regulated at the federal, state, local and international levels. The laws and rules governing our
business and interpretations of those laws and rules are subject to frequent change. Broad latitude is given to the
agencies administering those regulations. Existing or future laws and rules could force us to change how we do
business, restrict revenue and enrollment growth, increase our health care and administrative costs and capital
requirements, and increase our liability in federal and state courts for coverage determinations, contract
interpretation and other actions. We must obtain and maintain regulatory approvals to market many of our
products, to increase prices for certain regulated products and to consummate our acquisitions and dispositions.
Delays in obtaining or our failure to obtain or maintain these approvals could reduce our revenues or increase our
costs.
We participate in federal, state and local government health care coverage programs. These programs
generally are subject to frequent change, including changes that may reduce the number of persons enrolled or
eligible, reduce the amount of reimbursement or payment levels, or increase our administrative or health care
costs under such programs. Such changes have adversely affected our financial results and willingness to
participate in such programs in the past and may do so in the future.
State legislatures and Congress continue to focus on health care issues. Legislative and regulatory proposals
at state and federal levels may affect certain aspects of our business, including contracting with physicians,
hospitals and other health care professionals; physician reimbursement methods and payment rates; coverage
determinations; claim payments and processing; use and maintenance of individually identifiable health
information; medical malpractice litigation; and government-sponsored programs. We cannot predict if any of
these initiatives will ultimately become binding law or regulation, or, if enacted, what their terms will be, but
their enactment could increase our costs, expose us to expanded liability, require us to revise the ways in which
we conduct business or put us at risk for a loss of business.
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We are also subject to various governmental investigations, audits and reviews. Such oversight could result
in our loss of licensure or our right to participate in certain programs, or the imposition of civil or criminal fines,
penalties and other sanctions. In addition, disclosure of any adverse investigation or audit results or sanctions
could damage our reputation in various markets and make it more difficult for us to sell our products and
services. We are currently involved in various governmental investigations, audits and reviews. These include
routine, regular and special investigations, audits and reviews by the Centers for Medicare and Medicaid
Services, state insurance and health and welfare departments, and state attorneys general, the Office of Personnel
Management, the Office of the Inspector General and U.S. Attorney General. The results of pending matters are
always uncertain.
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