Obligation UnitedHealth Group 2.75% ( US91324PBZ45 ) en USD

UnitedHealth Group

101.9 % ⇌

Etas-Unis

US91324PBZ45 ( en USD )

2.75% par an ( paiement semestriel )

14/02/2023 - Obligation échue

Prospectus brochure de l'obligation UnitedHealth Group US91324PBZ45 en USD 2.75%, échue

2 000 USD

625 000 000 USD

91324PBZ4

A+ ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

L'Obligation émise par UnitedHealth Group ( Etas-Unis ) , en USD, avec le code ISIN US91324PBZ45, paye un coupon de 2.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/02/2023

L'Obligation émise par UnitedHealth Group ( Etas-Unis ) , en USD, avec le code ISIN US91324PBZ45, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par UnitedHealth Group ( Etas-Unis ) , en USD, avec le code ISIN US91324PBZ45, a été notée A+ ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/731766/000119312512426739/...
424B2 1 d423136d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-172235

CALCULATION OF REGISTRATION FEE

Title of Each Class of
Maximum Aggregate
Amount of
Securities to be Registered

Offering Price

Registration Fee(1)(2)
0.850% Notes due October 15, 2015

$624,856,250

$85,230
1.400% Notes due October 15, 2017

$624,250,000

$85,148
2.750% Notes due February 15, 2023

$624,012,500

$85,116
3.950% Notes due October 15, 2042

$610,812,500

$83,315

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933. The total registration fee due for this offering is
$338,809.
(2) This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in the
Company's Registration Statement on Form S-3 (File No. 333-172235) in accordance with Rules 456(b) and 457(r) under the
Securities Act of 1933.

Prospectus Supplement to Prospectus dated February 14, 2011

$625,000,000 0.850% Notes due October 15, 2015
$625,000,000 1.400% Notes due October 15, 2017
$625,000,000 2.750% Notes due February 15, 2023
$625,000,000 3.950% Notes due October 15, 2042
We are offering $625,000,000 principal amount of 0.850% notes due October 15, 2015, $625,000,000 principal amount of
1.400% notes due October 15, 2017, $625,000,000 principal amount of 2.750% notes due February 15, 2023 and
$625,000,000 principal amount of 3.950% notes due October 15, 2042. We refer to the 2015 notes, the 2017 notes, the 2023 notes
and the 2042 notes collectively as the notes.
Interest on the 2015 notes, the 2017 notes and the 2042 notes will be payable semi-annually on April 15 and October 15,
beginning on April 15, 2013, at the applicable rates set forth above. Interest on the 2023 notes will be payable semi-annually on
February 15 and August 15, beginning on February 15, 2013, at the applicable rate set forth above. At our option, we may redeem the
2015 notes, the 2017 notes, the 2023 notes and the 2042 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 price described in this prospectus supplement. We must redeem all of the notes under
the circumstances and at the redemption price described under the caption "Description of the Notes--Special Mandatory
Redemption."
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 apply for listing of the notes on any securities exchange or for
inclusion of the notes in any automated dealer quotation system.
Investing in the notes involves risks. See "Risk Factors" on page S-6 of this prospectus supplement.
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
Proceeds to us

price(1)

Underwriting discount

(before expenses)

Per note

Total
Per note

Total
Per note

Total

2015 Notes
99.977% $ 624,856,250 0.250% $ 1,562,500 99.727% $ 623,293,750
2017 Notes
99.880% $ 624,250,000 0.350% $ 2,187,500 99.530% $ 622,062,500
2023 Notes
99.842% $ 624,012,500 0.450% $ 2,812,500 99.392% $ 621,200,000
2042 Notes
97.730% $ 610,812,500 0.875% $ 5,468,750 96.855% $ 605,343,750

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Combined Total

$2,483,931,250
$12,031,250
$2,471,900,000

(1) Plus accrued interest from October 22, 2012 if settlement occurs after that date.
The underwriters expect to deliver the notes to investors on or about October 22, 2012 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

J.P. Morgan
BofA Merrill Lynch

Goldman, Sachs & Co.

Morgan Stanley

UBS Investment Bank

Wells Fargo Securities
Senior Co-Managers
Barclays Capital
BNY Mellon Capital Markets, LLC
Citigroup
Deutsche Bank Securities

RBS

US Bancorp
Co-Managers
BB&T Capital Markets
BMO Capital Markets
Credit Suisse
Fifth Third

Securities, Inc.
KeyBanc Capital Markets

Loop Capital Markets

PNC Capital Markets LLC
Prospectus Supplement dated October 17, 2012
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We have not, and the underwriters have not, authorized any dealer, salesperson or other person to give any information or to
represent anything not contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any free
writing prospectus filed by us with the Securities and Exchange Commission, or the SEC. Neither we nor the underwriters take
responsibility for, or provide assurance as to the reliability of, any other information that others may provide. 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. Our business, financial
condition, results of operations and prospects may have changed since the date of any such document.
TABLE OF CONTENTS

Prospectus Supplement

Page
About This Prospectus Supplement
S-1

Incorporation of Certain Documents By Reference
S-1

Cautionary Statement Regarding Forward-Looking Statements
S-2

UnitedHealth Group
S-4

Risk Factors
S-6

Use of Proceeds
S-6

Ratio of Earnings to Fixed Charges
S-7

Description of The Notes
S-8

Material U.S. Federal Income Tax Consequences
S-15
Underwriting
S-16
Legal Matters
S-20
Experts
S-20
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

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

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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 below under "Incorporation of Certain Documents by
Reference" and in the section of the accompanying prospectus called "Where You Can Find More Information."
As you read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and
therein, there may be inconsistencies in information from one document to another. If this prospectus supplement is inconsistent with
the accompanying prospectus, the statements in this prospectus supplement will control. In the event of any other inconsistencies, you
should rely on the statements made in the most recent document, including any document incorporated by reference in this prospectus
supplement after the date hereof. All information appearing in this prospectus supplement and the accompanying prospectus is
qualified in its entirety by the information and financial statements, including the notes thereto, contained in the documents that we
have incorporated by reference.
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 Section 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, 2011;

· Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012 and June 30, 2012; and

· Current Reports on Form 8-K filed on March 8, 2012, March 27, 2012, June 8, 2012 and October 9, 2012 (excluding

information furnished under Items 2.02 and 7.01 thereof and the exhibit furnished under Item 9.01 thereof).
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

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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.
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
or decreases in enrollment resulting from U.S., Brazilian and other jurisdictions' regulations affecting the health care industry; the
impact of any potential assessments for insolvent payers under state guaranty fund laws, including any that could arise out of the
potential liquidation of Penn Treaty Network America Insurance Company; the ultimate impact of the Patient Protection and
Affordable Care Act, which could materially and adversely affect our results of operations, financial position and cash flows 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; potential reductions in revenue received from Medicare and Medicaid programs; uncertainties
regarding changes in Medicare, including potential changes in risk adjustment data validation audit and payment adjustment
methodology; failure to comply with patient privacy and data security regulations; regulatory and other risks and uncertainties
associated with the pharmacy benefits management industry and our ability to successfully repatriate our pharmacy benefits
management business; competitive pressures, which could affect our ability to maintain or increase our market share; the impact of
challenges to our public sector contract awards; 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 producers (i.e., brokers and
agents) and consultants; events that may adversely affect our relationship with AARP; increases in costs and other liabilities
associated with increased litigation, government investigations, audits or reviews; 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; the performance of our investment portfolio; possible impairment of the value of our goodwill and
intangible assets in connection with dispositions or if estimated future results do not adequately support goodwill and intangible
assets recorded for our existing businesses or the businesses that we acquire; increases in health care costs resulting from large-scale
medical emergencies; failure to maintain effective and efficient information systems or if our technology products otherwise do not
operate as intended; misappropriation of our proprietary technology; our ability to obtain sufficient funds from our regulated
subsidiaries or the debt or capital markets to fund our obligations, to maintain our debt to total capital ratio at targeted levels, to
maintain our quarterly dividend payment cycle or to continue repurchasing shares of our common stock; failure to complete or receive
anticipated benefits of acquisitions and other strategic transactions, including the Amil Acquisition described under "UnitedHealth
Group--Recent Developments--Amil Acquisition"; the impact of fluctuations in foreign currency exchange rates on our reported
shareholders' equity and results of operations; 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, 2011 and in our other periodic and current filings with the SEC. Any or all
forward-looking statements we make may turn out

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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.

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UNITEDHEALTH GROUP
UnitedHealth Group is a diversified health and well-being company whose mission is to help people live healthier lives and
help make health care work better. Our business model has evolved and is informed by over three decades of serving the needs of the
markets, and people, of health care.
Today, we are helping individuals access quality care at an affordable cost; simplifying health care administration and delivery;
strengthening the physician/patient relationship; promoting evidence-based care; and empowering physicians, health care
professionals, consumers, employers and other participants in the health system with actionable data to make better, more informed
decisions.
Through our diversified family of businesses, we leverage core competencies in advanced, enabling technology; health care
data, information and intelligence; and care management and coordination to help meet the demands of the health system. These core
competencies are deployed within our two distinct, but strategically aligned, business platforms: health benefits operating under
UnitedHealthcare and health services operating under Optum.
UnitedHealthcare serves the health benefits needs of individuals across life's stages through three businesses. UnitedHealthcare
Employer & Individual serves individual consumers and employers. The unique health needs of seniors are served by
UnitedHealthcare Medicare & Retirement. UnitedHealthcare Community & State serves the public health marketplace, offering states
innovative Medicaid solutions.
Optum serves health system participants, including consumers, physicians, hospitals, governments, insurers, distributors and
pharmaceutical companies, through its OptumHealth, OptumInsight and OptumRx businesses. These businesses have dedicated units
that drive improved access, affordability, quality and simplicity across eight markets: integrated care delivery, care management,
consumer engagement and support, distribution of benefits and services, health financial services, operational services and support,
health care information technology and pharmacy.
Through UnitedHealthcare and Optum, in 2011, we managed approximately $135 billion in aggregate health care spending on
behalf of the constituents and consumers we served. 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.
Recent Developments
Third Quarter Results
On October 16, 2012, we reported that our consolidated third quarter 2012 revenues were $27.3 billion, which represented an
increase of $2.0 billion or an 8% increase year-over-year. Our third quarter 2012 medical ratio of 79.0 percent decreased 170 basis
points year-over-year. We also reported that our third quarter 2012 earnings from operations were $2.6 billion compared to third
quarter 2011 earnings from operations of $2.1 billion and that our third quarter 2012 net earnings were $1.6 billion or $1.50 per
share compared to third quarter 2011 net earnings of $1.3 billion or $1.17 per share.
Amil Acquisition
On October 5, 2012, we agreed to acquire up to 90% of the 359 million outstanding common shares of Amil Participações S.A.,
or Amil, for approximately $4.9 billion in cash, or R$30.75 per Amil share, in a two-step transaction (the "Amil Acquisition"). Upon
Brazilian regulatory approval, which we expect to receive in the fourth quarter of 2012, we will purchase approximately 60% of the
outstanding Amil shares from controlling shareholders and management of Amil for approximately $3.2 billion in cash (the "First
Step Amil Acquisition").

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In the first half of 2013, we intend to commence a tender offer to purchase approximately 30% of the outstanding Amil shares from
public shareholders for R$30.75 per Amil share, subject to a statutory inflation adjustment. The completion of the two-step
transaction is subject to Brazilian regulatory approval and certain other customary conditions.
Founded in 1978, Amil is the largest managed care company in Brazil in terms of membership and provider network. Amil's
founder and Chief Executive Officer, Dr. Edson Bueno, and his partner, Dr. Dulce Pugliese, will retain a 10% equity interest in Amil
for at least five years, subject to certain conditions and acquisition rights and obligations by us.
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.

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RISK FACTORS
Investing in the notes involves risks. You should carefully consider the risks described herein and those described under "Risk
Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2011, which risk factors are
incorporated by reference in this prospectus supplement and the accompanying prospectus, as well as the other information contained
or incorporated by reference in this prospectus supplement and the accompanying prospectus, before making a decision to invest in
our notes. See "Incorporation of Certain Documents by Reference" in this prospectus supplement.
USE OF PROCEEDS
We will receive net proceeds from this offering of approximately $2,469,400,000 after deducting the underwriting discount and
other expenses of the offering payable by us. We intend to use up to the entire amount of the net proceeds from this offering to pay a
portion of the acquisition price for the First Step Amil Acquisition (which is described under "UnitedHealth Group--Recent
Developments--Amil Acquisition") and related fees and expenses and, at our discretion, to refinance Amil's indebtedness. The
balance of the acquisition price for the First Step Amil Acquisition will be funded from our available cash on hand or financing
sources. We will use any remaining net proceeds from this offering not applied to the foregoing uses for general corporate purposes,
including redeeming or repurchasing outstanding securities, refinancing debt or financing other acquisitions.
If we do not use the net proceeds immediately, we will temporarily invest them in short-term, interest-bearing obligations.

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RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for each of the periods indicated is set forth below. The ratio of earnings to fixed charges
is computed by dividing total earnings available for fixed charges by the fixed charges. For purposes of computing this ratio, total
earnings available for fixed charges consists of earnings before income taxes plus fixed charges and fixed charges consist of interest
expense plus the interest factor in rental expense.

Six months

Year ended December 31,

ended

June 30, 2012
2011
2010
2009 2008
2007
Ratio of earnings to fixed charges
13.2x

14.4x 14.0x 10.0x 7.4x 12.6x

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