Obligation UnitedHealth Alliance 4.7% ( US91324PBP62 ) en USD

UnitedHealth Alliance

100 % ▲

Etas-Unis

US91324PBP62 ( en USD )

4.7% par an ( paiement semestriel )

15/02/2021 - Obligation échue

Prospectus brochure de l'obligation UnitedHealth Group US91324PBP62 en USD 4.7%, échue

1 000 USD

400 000 000 USD

91324PBP6

N/A

N/A

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 US91324PBP62 émise par UnitedHealth Group (États-Unis), d'une valeur nominale totale de 400 000 000 USD, avec un taux d'intérêt de 4,7%, une taille minimale d'achat de 1 000 USD, et une maturité le 15/02/2021, a été remboursée à son échéance à 100% de sa valeur nominale.

Definitive Prospectus Supplement
Page 1 of 59
424B2 1 d424b2.htm DEFINITIVE PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-172235

CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Title of Each Class of Securities to be Registered
Offering Price
Registration Fee(1)
4.70% Notes due February 15, 2021
$399,276,000
$46,356
5.95% Notes due February 15, 2041
$348,159,000
$40,422

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933. The total registration fee due for this offering is $86,778.

Prospectus Supplement to Prospectus dated February 14, 2011
$750,000,000

$400,000,000 4.70% Notes due February 15, 2021
$350,000,000 5.95% Notes due February 15, 2041

We are offering $400,000,000 principal amount of 4.70% notes due February 15, 2021 and $350,000,000 principal amount of 5.95% notes due February 15, 2041.
We refer to the 2021 notes and the 2041 notes together as the notes.
Interest on the notes will be payable semi-annually on February 15 and August 15, beginning on August 15, 2011, at the applicable rates set forth above. At our
option, we may redeem the notes, in whole or in part, before their maturity date on not less than 30 nor more than 60 days notice by mail on the terms described under the
caption "Description of the Notes--Optional Redemption." If a change of control triggering event as described herein occurs, unless we have exercised our option to
redeem the notes, we will be required to offer to repurchase the notes at the prices described in this prospectus supplement.
The notes will be our senior, unsecured obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness from time to time
outstanding. We do not intend to list the notes on any securities exchange.
Investing in the notes involves risks. See "Risk Factors" on page S-5 of this prospectus supplement.

http://www.sec.gov/Archives/edgar/data/731766/000119312511036804/d424b2.htm
2/16/2011

Definitive Prospectus Supplement
Page 2 of 59
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 Price (1)

Underwriting Discount

Proceeds to Us (before expenses)

Per Note
Total

Per Note
Total

Per Note
Total
2021 Notes

99.819%
$399,276,000
0.450%
$1,800,000
99.369%
$ 397,476,000
2041 Notes

99.474%
$348,159,000
0.875%
$3,062,500
98.599%
$ 345,096,500

Combined Total

$747,435,000
$4,862,500
$ 742,572,500
(1)
Plus accrued interest from February 17, 2011 if settlement occurs after that date.
The underwriters expect to deliver the notes to investors on or about February 17, 2011 only in book-entry form through the facilities of The Depository Trust
Company and its participants, including Euroclear and Clearstream Luxembourg.

Joint Book-Running Managers

Barclays Capital

Deutsche Bank Securities

UBS Investment Bank

Wells Fargo Securities
Co-Managers

BofA Merrill Lynch

BNY Mellon Capital Markets, LLC
Citi
Credit Suisse

Goldman, Sachs & Co.
J.P. Morgan
KeyBanc Capital Markets

Morgan Stanley
RBS
US Bancorp
Prospectus Supplement dated February 14, 2011
http://www.sec.gov/Archives/edgar/data/731766/000119312511036804/d424b2.htm
2/16/2011

Definitive Prospectus Supplement
Page 3 of 59
Table of Contents
You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus and in any free
writing prospectus filed by us with the Securities and Exchange Commission, or SEC. No dealer, salesperson or other person is authorized to give any information or to
represent anything not contained or incorporated by reference in this prospectus supplement or the accompanying prospectus. You must not rely on any unauthorized
information or representations. This prospectus supplement and the accompanying prospectus is an offer to sell only the notes offered hereby, but only under
circumstances and in jurisdictions where it is lawful to do so. The information contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus is current only as of the date of the document containing such information.

TABLE OF CONTENTS

Page
Prospectus Supplement

About This Prospectus Supplement

S-1
Incorporation of Certain Documents By Reference

S-1
Cautionary Statement Regarding Forward-Looking Statements

S-1
UnitedHealth Group

S-3
Risk Factors

S-5
Use of Proceeds

S-5
Ratio of Earnings to Fixed Charges

S-5
Description of the Notes

S-6
Material U.S. Federal Income Tax Consequences

S-12
Underwriting

S-13
Legal Matters

S-16
Experts

S-16
Prospectus

About This Prospectus

1
Where You Can Find More Information

1
Incorporation of Certain Documents By Reference

1
Cautionary Statement Regarding Forward-Looking Statements

2
UnitedHealth Group

3
http://www.sec.gov/Archives/edgar/data/731766/000119312511036804/d424b2.htm
2/16/2011

Definitive Prospectus Supplement
Page 4 of 59
Use of Proceeds

5
Ratio of Earnings to Fixed Charges

5
Description of Senior Debt Securities

6
Book-Entry Issuance

13
Material U.S. Federal Income Tax Consequences

18
Plan of Distribution

24
Legal Matters

25
Experts

25

http://www.sec.gov/Archives/edgar/data/731766/000119312511036804/d424b2.htm
2/16/2011

Definitive Prospectus Supplement
Page 5 of 59
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement relates to a prospectus which is part of a registration statement that we have filed with the SEC utilizing a shelf registration process.
Under this shelf registration process, we may sell the securities described in the accompanying prospectus in one or more offerings. The accompanying prospectus
provides you with a general description of the securities we may offer. This prospectus supplement contains specific information about the terms of this offering. This
prospectus supplement may add, update or change information contained in the accompanying prospectus. Please carefully read both this prospectus supplement and the
accompanying prospectus in addition to the information described in the section of the accompanying prospectus called "Where You Can Find More Information."
In this prospectus supplement, unless otherwise specified, the terms "UnitedHealth Group," "the Company," "we," "us" or "our" mean UnitedHealth Group
Incorporated and its consolidated subsidiaries. Unless otherwise stated, currency amounts in this prospectus supplement are stated in United States dollars, or "$."
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with the SEC, which means that we can disclose important information to you by referring
you to those documents. We are incorporating by reference certain information filed previously with the SEC into this prospectus supplement. The information
incorporated by reference is considered to be part of this prospectus supplement, and later information that we file with the SEC will automatically update this prospectus
supplement. We incorporate by reference the documents listed below, and any filings we hereafter make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, or the Exchange Act (excluding any documents or information deemed to have been furnished and not filed in accordance
with SEC rules), until such time that we sell all the securities offered by this prospectus supplement:

· Annual Report on Form 10-K for the year ended December 31, 2010; and

· Current Reports on Form 8-K filed on January 24, 2011 and February 14, 2011.
You may request a copy of these filings at no cost, by writing to or telephoning us at the following address:
UnitedHealth Group Incorporated
UnitedHealth Group Center
9900 Bren Road East
Minnetonka, Minnesota 55343
Attn: Legal Department
(952) 936-1300
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The statements, estimates, projections, guidance or outlook contained, or incorporated by reference, in this prospectus supplement and the accompanying
prospectus include "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995, or PSLRA. These statements are intended to
take advantage of the "safe harbor" provisions of the PSLRA. Generally the words "believe," "expect," "intend," "estimate," "anticipate," "plan," "project," "should" and
similar expressions identify forward-looking statements, which generally are not historical in nature. These statements may contain information about financial prospects,
economic conditions, trends and uncertainties and involve risks and uncertainties. We caution that actual results could differ materially from those that management
expects, depending on the outcome of certain factors.

http://www.sec.gov/Archives/edgar/data/731766/000119312511036804/d424b2.htm
2/16/2011

Definitive Prospectus Supplement
Page 6 of 59
S-1
http://www.sec.gov/Archives/edgar/data/731766/000119312511036804/d424b2.htm
2/16/2011

Definitive Prospectus Supplement
Page 7 of 59
Table of Contents
Some factors that could cause results to differ materially from the forward-looking statements include: our ability to effectively estimate, price for and manage our
medical costs, including the impact of any new coverage requirements; the potential impact that new laws or regulations, or changes in existing laws or regulations, or
their enforcement or application could have on our results of operations, financial position and cash flows, including as a result of increases in medical, administrative,
technology or other costs resulting from federal and state regulations affecting the health care industry; the ultimate impact of the Patient Protection and Affordable Care
Act, which could materially adversely affect our financial position and results of operations through reduced revenues, increased costs, new taxes and expanded liability,
or require changes to the ways in which we conduct business or put us at risk for loss of business; the potential impact of adverse economic conditions on our revenues
(including decreases in enrollment resulting from increases in the unemployment rate and commercial attrition) and results of operations; regulatory and other risks and
uncertainties associated with the pharmacy benefits management industry; competitive pressures, which could affect our ability to maintain or increase our market share;
uncertainties regarding changes in Medicare; potential reductions in revenue received from Medicare and Medicaid programs; our ability to execute contracts on
competitive terms with physicians, hospitals and other service professionals; our ability to attract, retain and provide support to a network of independent third party
brokers, consultants and agents; failure to comply with restrictions on patient privacy and data security regulations; events that may negatively affect our contracts with
AARP; increases in costs and other liabilities associated with increased litigation, government investigations, audits or reviews; possible impairment of the value of our
intangible assets if future results do not adequately support goodwill and intangible assets recorded for businesses that we acquire; increases in health care costs resulting
from large-scale medical emergencies; failure to maintain effective and efficient information systems; misappropriation of our proprietary technology; our ability to obtain
sufficient funds from our regulated subsidiaries to fund our obligations; the potential impact of our future cash and capital requirements on our ability to maintain our
quarterly dividend payment cycle; failure to complete or receive anticipated benefits of acquisitions; potential downgrades in our credit ratings; and failure to achieve
targeted operating cost productivity improvements, including savings resulting from technology enhancement and administrative modernization.
This list of important factors is not intended to be exhaustive. We discuss certain of these matters more fully, as well as certain risk factors that may affect our
business operations, financial condition and results of operations, in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2010 and in our
other periodic and current filings with the SEC. Any or all forward-looking statements we make may turn out to be wrong. They can be affected by inaccurate
assumptions we might make or by known or unknown risks and uncertainties. By their nature, forward-looking statements are not guarantees of future performance or
results and are subject to risks, uncertainties and assumptions that are difficult to predict or quantify. Actual future results may vary materially from expectations
expressed, or incorporated by reference, in this prospectus supplement and the accompanying prospectus or any of our prior communications. You should not place undue
reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update or revise any forward-looking statements.

S-2
http://www.sec.gov/Archives/edgar/data/731766/000119312511036804/d424b2.htm
2/16/2011

Definitive Prospectus Supplement
Page 8 of 59
Table of Contents
UNITEDHEALTH GROUP
We are a diversified health and well-being company, whose focus is on improving the overall health and well-being of the people we serve and their communities
and enhancing the performance of the health system. We work with health care professionals and other key partners to expand access to high quality health care. We help
people get the care they need at an affordable cost; support the physician/patient relationship; and empower people with the information, guidance and tools they need to
make personal health choices and decisions.
Through our diversified family of businesses, we leverage core competencies in advanced technology-based transactional capabilities; health care data, knowledge
and information; and health care resource organization and care facilitation to help make health care work better. These core competencies are focused in two market
areas, health benefits and health services. Health benefits are offered in the individual and employer markets and the public and senior markets through our
UnitedHealthcare Employer & Individual (formerly UnitedHealthcare), UnitedHealthcare Medicare & Retirement (formerly Ovations) and UnitedHealthcare
Community & State (formerly AmeriChoice) businesses. Health services are provided to the participants in the health system itself, ranging from consumers, employers
and health plans to physicians and life sciences companies through our OptumHealth, Ingenix and Prescription Solutions businesses. In aggregate, these businesses have
more than two dozen distinct business units that address specific end markets. Each of these business units focuses on the key goals in health and well-being: access,
affordability, quality and simplicity as they apply to their specific market.
Our revenues are derived from premiums on risk-based products; fees from management, administrative, technology and consulting services; sales of a wide
variety of products and services related to the broad health and well-being industry; and investment and other income. We have four reporting segments:

· Health Benefits, which includes UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement and UnitedHealthcare Community &

State;

· OptumHealth;

· Ingenix; and

· Prescription Solutions.
UnitedHealthcare Employer & Individual offers a comprehensive array of consumer-oriented health benefit plans and services for large national employers, public
sector employers, mid-sized employers, small businesses and individuals nationwide. UnitedHealthcare Medicare & Retirement provides health and well-being services
for individuals age 50 and older, addressing their unique needs for preventive and acute health care services as well as for services dealing with chronic disease and other
specialized issues for older individuals. UnitedHealthcare Community & State provides solutions to states that care for the economically disadvantaged, the medically
underserved, and those without benefit of employer-funded health care coverage.
OptumHealth provides a diversified offering of health, financial and ancillary benefit services, and products that assist consumers in navigating the health care
system, accessing health services based on their needs, supporting their emotional health and well-being, providing ancillary insurance benefits and helping people finance
their health care needs through account-based programs. OptumHealth seeks to simplify the consumer health care experience and facilitate the efficient and effective
delivery of care. Its capabilities can be deployed individually or integrated to provide a comprehensive solution oriented around a broad base of consumer needs within the
health care system.
Ingenix offers database and data management services, software products, publications, consulting and actuarial services, business process outsourcing services and
pharmaceutical data consulting and research services in conjunction with the development of pharmaceutical products on a nationwide and international basis.
Prescription Solutions provides a comprehensive suite of integrated pharmacy benefit management (PBM) services through its network of retail pharmacies and
http://www.sec.gov/Archives/edgar/data/731766/000119312511036804/d424b2.htm
2/16/2011

Definitive Prospectus Supplement
Page 9 of 59
mail service facilities. Prescription Solutions provides PBM

S-3
http://www.sec.gov/Archives/edgar/data/731766/000119312511036804/d424b2.htm
2/16/2011

Definitive Prospectus Supplement
Page 10 of 59
Table of Contents
services to customers in our Health Benefits segment, as well as external employer groups, union trusts, managed care organizations, Medicare-contracted plans, Medicaid
plans and third-party administrators, including mail service only, rebate services only and pharmacy carve-out accounts.
Corporate Information
UnitedHealth Group Incorporated was incorporated in January 1977 in Minnesota, and our executive offices are located at UnitedHealth Group Center, 9900 Bren
Road East, Minnetonka, Minnesota 55343. Our telephone number is (952) 936-1300, and our website is located at www.unitedhealthgroup.com. The information on our
website is not part of this prospectus supplement or the accompanying prospectus.

S-4
http://www.sec.gov/Archives/edgar/data/731766/000119312511036804/d424b2.htm
2/16/2011