Obligation UnitedHealth Group 4.5% ( US91324PEV04 ) en USD

UnitedHealth Group

94.519 % ▲

Etas-Unis

US91324PEV04 ( en USD )

4.5% par an ( paiement semestriel )

14/04/2033

Prospectus brochure de l'obligation UnitedHealth Group US91324PEV04 en USD 4.5%, échéance 14/04/2033

2 000 USD

1 500 000 000 USD

91324PEV0

A+ ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

15/10/2024 ( Dans 104 jours )

L'Obligation émise par UnitedHealth Group ( Etas-Unis ) , en USD, avec le code ISIN US91324PEV04, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2033

L'Obligation émise par UnitedHealth Group ( Etas-Unis ) , en USD, avec le code ISIN US91324PEV04, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par UnitedHealth Group ( Etas-Unis ) , en USD, avec le code ISIN US91324PEV04, a été notée A+ ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Table of Contents

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-270279
Prospectus Supplement to Prospectus dated March 3, 2023
$6,500,000,000

$1,250,000,000 4.250% Notes due January 15, 2029
$1,500,000,000 4.500% Notes due April 15, 2033
$2,000,000,000 5.050% Notes due April 15, 2053
$1,750,000,000 5.200% Notes due April 15, 2063

We are offering $1,250,000,000 principal amount of 4.250% notes due January 15, 2029, $1,500,000,000 principal amount of
4.500% notes due April 15, 2033, $2,000,000,000 principal amount of 5.050% notes due April 15, 2053 and $1,750,000,000
principal amount of 5.200% notes due April 15, 2063. We refer to the 2029 notes, the 2033 notes, the 2053 notes and the 2063
notes col ectively as the notes.
Interest on the notes wil be payable semi-annual y in the case of the 2029 notes on January 15 and July 15, beginning on
July 15, 2023, and in the case of the 2033 notes, the 2053 notes and the 2063 notes, on April 15 and October 15, beginning on
October 15, 2023, in each case at the applicable rates set forth above. At our option, we may redeem any series of notes, in whole or
in part, before their maturity date on not less than 10 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 with
respect to any series of notes, unless we have exercised our option to redeem al notes of such series, we wil be required to offer to
repurchase such series of notes, in each case at the prices described under the caption "Description of the Notes--Change of Control
Offer."
The notes wil be our senior, unsecured obligations and wil rank equal y in right of payment with al 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-5 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.

Proceeds to Us

Public Offering Price(1)
Underwriting Discount
(before expenses)

Per Note
Total
Per Note
Total
Per Note
Total

2029 Notes
99.812% $1,247,650,000 0.350% $ 4,375,000 99.462% $1,243,275,000
2033 Notes
99.367% $1,490,505,000 0.450% $ 6,750,000 98.917% $1,483,755,000
2053 Notes
99.324% $1,986,480,000 0.750% $15,000,000 98.574% $1,971,480,000
2063 Notes
99.263% $1,737,102,500 0.800% $14,000,000 98.463% $1,723,102,500

Combined Total

$6,461,737,500
$40,125,000
$6,421,612,500

(1) Plus accrued interest from March 28, 2023 if settlement occurs after that date.
The underwriters expect to deliver the notes to investors on or about March 28, 2023 only in book-entry form through the
facilities of The Depository Trust Company and its participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société
anonyme.

Joint Book-Running Managers
Wel s Fargo Securities

Citigroup
Deutsche Bank Securities Goldman Sachs & Co. LLC
Morgan Stanley
PNC Capital Markets LLC
RBC Capital Markets

Truist Securities
BofA Securities

Barclays

BNP PARIBAS

J.P. Morgan
Mizuho

TD Securities

US Bancorp
Senior Co-Managers

BNY Mellon Capital Markets, LLC

KeyBanc Capital Markets

Scotiabank
Santander

SOCIETE GENERALE

SMBC Nikko
Co-Managers

Fifth Third Securities

Huntington Capital Markets

Regions Securities LLC
Bancroft Capital

Loop Capital Markets

R. Seelaus & Co., LLC

Prospectus Supplement dated March 23, 2023

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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 in or incorporated by reference into 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 any responsibility for, or provide any assurance as to the reliability of, any other information that
others may provide. This prospectus supplement and the accompanying prospectus is an offer to sel only the notes offered
hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in or
incorporated by reference into this prospectus supplement or the accompanying prospectus filed by us with the SEC 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 those respective dates.

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-3
UnitedHealth Group
S-4
Risk Factors
S-5
Use of Proceeds
S-6
Description of The Notes
S-7
Material U.S. Federal Income Tax Consequences
S-15
Underwriting
S-21
Legal Matters
S-27
Experts
S-27

Prospectus

About This Prospectus
1
Where You Can Find More Information
2
Cautionary Statement Regarding Forward-Looking Statements
3
UnitedHealth Group
4
Risk Factors
5
Use of Proceeds
5
Description of Debt Securities
6
Description of Preferred Stock
15
Description of Common Stock
16
Description of Warrants
17
Description of Guarantees
18
Plan of Distribution
19
Legal Matters
20
Experts
20

S-i

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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 sel 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 careful y
read both this prospectus supplement and the accompanying prospectus together with any documents incorporated by
reference herein or therein. See "Incorporation of Certain Documents by Reference" for information about how you can
obtain or view copies of incorporated documents.
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 wil 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 into this prospectus supplement after the date hereof. Al 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 dol ars, or "$."
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC al ows us to "incorporate by reference" certain information we file with the SEC, which means that we can
disclose important information to you by referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus supplement, except to the extent updated or superseded by information contained in
this prospectus supplement or by information contained in other documents we subsequently file with the SEC. We
incorporate by reference into this prospectus supplement the fol owing documents that we have previously filed with the
SEC pursuant to the Securities Exchange Act of 1934, as amended, or the Exchange Act:
· Annual Report on Form 10-K for the year ended December 31, 2022; and

· Definitive Proxy Statement on Schedule 14A, filed on April 22, 2022 (solely to the extent incorporated by
reference into Part I I of our Annual Report on Form 10-K for the year ended December 31, 2021).
Al documents subsequently filed by us with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the termination of the offering of the securities described in this prospectus supplement shal be deemed to be
incorporated by reference into this prospectus supplement.
Notwithstanding the foregoing, any documents, portions of documents, exhibits or other information deemed to have
been furnished and not filed with the SEC in accordance with SEC rules are not incorporated by reference or deemed to be
incorporated by reference into this prospectus supplement, unless specifical y stated otherwise in such a document or in a
particular prospectus supplement.

S-1

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We wil provide to each person, including any beneficial owner, to whom this prospectus supplement is delivered copies
of any of the documents incorporated by reference into this prospectus supplement, excluding any exhibit to those
documents unless the exhibit is specifical y incorporated by reference into those documents, at no cost to such person, by
written or oral request directed to:
UnitedHealth Group Incorporated
UnitedHealth Group Center
9900 Bren Road East
Minnetonka, Minnesota 55343
Attn: Legal Department
(952) 936-1300

S-2

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The statements, estimates, projections, guidance or outlook contained in, or incorporated by reference into, this
prospectus supplement and the accompanying prospectus include "forward-looking" statements which are intended to take
advantage of the "safe harbor" provisions of the federal securities laws. The words "believe," "expect," "intend,"
"estimate," "anticipate," "forecast," "outlook," "plan," "project," "should" and similar expressions identify forward-looking
statements. These statements may contain information about financial prospects, economic conditions and trends and
involve risks and uncertainties. Actual results could differ material y from those that management expects, depending on
the outcome of certain factors including: our ability to effectively estimate, price for and manage medical costs; new or
changes in existing health care laws or regulations, or their enforcement or application; the Department of Justice's legal
action relating to the risk adjustment submission matter; our ability to maintain and achieve improvement in quality scores
impacting revenue; reductions in revenue or delays to cash flows received under government programs; changes in
Medicare, the Centers for Medicare and Medicaid Services star ratings program or the application of risk adjustment data
validation audits; failure to maintain effective and efficient information systems or if our technology products do not operate
as intended; cyberattacks, other privacy/data security incidents, or our failure to comply with related regulations; failure to
protect proprietary rights to our databases, software and related products; risks and uncertainties associated with our
businesses providing pharmacy care services; competitive pressures, including our ability to develop and deliver innovative
products to health care payers and expand access to virtual care; changes in or chal enges to our public sector contract
awards; risks associated with public health crises arising from large-scale medical emergencies, pandemics, natural
disasters and other extreme events; failure to develop and maintain satisfactory relationships with health care payers,
physicians, hospitals and other service providers; failure to attract, develop, retain, and manage the succession of key
employees and executives; the impact of potential changes in tax laws and regulations (including any increase in the U.S.
income tax rate applicable to corporations); failure to achieve targeted operating cost productivity improvements; increases
in costs and other liabilities associated with litigation, government investigations, audits or reviews; failure to manage
successful y our strategic al iances or complete or receive anticipated benefits of strategic transactions; fluctuations in
foreign currency exchange rates; downgrades in our credit ratings; our investment portfolio performance; impairment of our
goodwil and intangible assets; and our ability to obtain sufficient funds from our regulated subsidiaries or from external
financings to fund our obligations, maintain our debt to total capital ratio at targeted levels, maintain our quarterly dividend
payment cycle, or continue repurchasing shares of our common stock.
This above list is not exhaustive. We discuss these matters, and certain risks that may affect our business operations,
financial condition and results of operations, more ful y in our filings with the SEC, including our Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. 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 results may vary material y from expectations expressed or implied in, or incorporated by
reference into, 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, except as required by law.

S-3

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UNITEDHEALTH GROUP
UnitedHealth Group is a health care and wel -being company with a mission to help people live healthier lives and help
make the health system work better for everyone.
Our two distinct, yet complementary business platforms--Optum and UnitedHealthcare--are working to help build a
modern, high-performing health system through improved access, affordability, outcomes and experiences for the
individuals and organizations we are privileged to serve. The ability to analyze complex data and apply deep health care
expertise and insights al ows us to serve people, care providers, businesses, communities and governments with more
innovative products and complete, end-to-end offerings for many of the biggest chal enges facing health care today.
Optum combines clinical expertise, technology and data to empower people, partners and providers with the guidance
and tools they need to achieve better health. Optum serves the broad health care marketplace, including payers, care
providers, employers, governments, life sciences companies and consumers, through its Optum Health, Optum Insight and
Optum Rx businesses. These businesses improve overal health system performance by optimizing care quality and
delivery, reducing costs and improving consumer and provider experience, leveraging distinctive capabilities in data and
analytics, pharmacy care services, health care operations, population health and health care delivery.
UnitedHealthcare offers a ful range of health benefits, enabling affordable coverage, simplifying the health care
experience and delivering access to high-quality care. UnitedHealthcare Employer & Individual serves employers ranging
from sole proprietorships to large, multi-site and national employers, public sector employers and individual consumers.
UnitedHealthcare Medicare & Retirement delivers health and wel -being benefits for Medicare beneficiaries and retirees.
UnitedHealthcare Community & State manages health care benefit programs on behalf of state Medicaid and community
programs and their participants.
Our executive offices are located at UnitedHealth Group Center, 9900 Bren Road East, Minnetonka, Minnesota 55343
and our telephone number at that address is (952) 936-1300. Our website is located at www.unitedhealthgroup.com. The
information on or accessible through our website is not part of this prospectus supplement or the accompanying prospectus.

S-4

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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, 2022, which risk factors
are incorporated by reference into this prospectus supplement and the accompanying prospectus, as well as the other
information contained or incorporated by reference into this prospectus supplement and the accompanying prospectus,
before making a decision whether to invest in our notes. See "Incorporation of Certain Documents by Reference" in this
prospectus supplement for information about how you can obtain or view copies of incorporated information.

S-5

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USE OF PROCEEDS
We wil receive net proceeds from this offering of approximately $6,412,182,500 after deducting underwriting discounts
and other expenses of the offering payable by us.
We intend to use the net proceeds from this offering for general corporate purposes, which may include refinancing
short-term borrowings, which were incurred for general corporate and working capital purposes, or redeeming, repurchasing
or repaying outstanding securities. As of March 15, 2023, we had approximately $15.4 bil ion of short-term borrowings
outstanding, with a weighted-average annual interest rate of 4.6%.
We may temporarily invest any net proceeds before using them for these purposes.

S-6

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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 wil be senior debt securities as described in the section captioned "Description of Debt Securities" in the
accompanying prospectus. The fol owing 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 wil offer the 2029 notes, the 2033 notes, the 2053 notes and
the 2063 notes as separate series under such indenture. Each series of notes also wil 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 wil be our senior, unsecured obligations and wil rank equal y in right of payment with al 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 wil have a prior claim on its assets. Our rights and the rights of our creditors, including your rights as an owner of
the notes, wil 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 2029 notes are designated as our 4.250% notes due January 15, 2029, the 2033 notes are designated as our 4.500%
notes due April 15, 2033, the 2053 notes are designated as our 5.050% notes due April 15, 2053 and the 2063 notes are
designated as our 5.200% notes due April 15, 2063.
The notes are initial y limited in aggregate principal amount to $1,250,000,000 for the 2029 notes, $1,500,000,000 for
the 2033 notes, $2,000,000,000 for the 2053 notes and $1,750,000,000 for the 2063 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 wil be issued under a separate CUSIP
number. Any such additional notes, together with the notes having the same terms offered by this prospectus supplement,
wil 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 2029 notes wil mature and become due and payable, together with any accrued and unpaid interest, on January 15,
2029. The 2033 notes wil mature and become due and payable, together with any accrued and unpaid interest, on April 15,
2033. The 2053 notes wil mature and become due and payable, together with any accrued and unpaid interest, on April 15,
2053. The 2063 notes wil mature and become due and payable, together with any accrued and unpaid interest, on April 15,
2063. We may redeem any series of notes at our option, either in whole or in part, before they mature. See "--Optional
Redemption" below. If a change of

S-7

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control triggering event as described herein occurs, unless we have exercised our option to redeem al notes of an applicable
series, we wil be required to offer to repurchase such series of notes, in each case at the prices described in this prospectus
supplement. See "--Change of Control Offer" below.
If any interest payment date, any maturity date or any date of repurchase or redemption date for any note fal s on a
day that is not a business day, we wil postpone the payment of principal and interest to the next succeeding business day,
but the payment made on such date wil be treated as being made on the date that the payment was first due and the
holders of the notes wil not be entitled to any further interest or other payments with respect to such postponement. When
we use the term business day, we mean any day except a Saturday, a Sunday or a day on which banking institutions in New
York, New York or Minneapolis, Minnesota are authorized or required by law, regulation or executive order to close.
The interest payable by us on a note on any interest payment date, subject to certain exceptions, wil be paid to the
person in whose name the note is registered at the close of business on the applicable record date, whether or not a
business day, immediately preceding the interest payment date.
The 2029 notes wil bear interest at a rate of 4.250% per year from March 28, 2023 or from the most recent interest
payment date to which we paid or provided for interest on the 2029 notes until their principal is paid. We wil pay interest on
the 2029 notes semi-annual y in arrears on each January 15 and July 15. The first interest payment date wil be July 15, 2023.
The regular record dates for payments of interest are the January 1 and July 1 immediately preceding the applicable interest
payment date (whether or not a business day). Each payment of interest wil include accrued and unpaid interest to, but not
including, the interest payment date. Interest wil be computed on the basis of a 360-day year of twelve 30-day months.
The 2033 notes wil bear interest at a rate of 4.500% per year from March 28, 2023 or from the most recent interest
payment date to which we paid or provided for interest on the 2033 notes until their principal is paid. We wil pay interest on
the 2033 notes semi-annual y in arrears on each April 15 and October 15. The first interest payment date wil be October 15,
2023. The regular record dates for payments of interest are the April 1 and October 1 immediately preceding the applicable
interest payment date (whether or not a business day). Each payment of interest wil include accrued and unpaid interest to,
but not including, the interest payment date. Interest wil be computed on the basis of a 360-day year of twelve 30-day
months.
The 2053 notes wil bear interest at a rate of 5.050% per year from March 28, 2023 or from the most recent interest
payment date to which we paid or provided for interest on the 2053 notes until their principal is paid. We wil pay interest on
the 2053 notes semi-annual y in arrears on each April 15 and October 15. The first interest payment date wil be October 15,
2023. The regular record dates for payments of interest are the April 1 and October 1 immediately preceding the applicable
interest payment date (whether or not a business day). Each payment of interest wil include accrued and unpaid interest to,
but not including, the interest payment date. Interest wil be computed on the basis of a 360-day year of twelve 30-day
months.
The 2063 notes wil bear interest at a rate of 5.200% per year from March 28, 2023 or from the most recent interest
payment date to which we paid or provided for interest on the 2063 notes until their principal is paid. We wil pay interest on
the 2063 notes semi-annual y in arrears on each April 15 and October 15. The first interest payment date wil be October 15,
2023. The regular record dates for payments of interest are the April 1 and October 1 immediately preceding the applicable
interest payment date (whether or not a business day). Each payment of interest wil include accrued and unpaid interest to,
but not including, the interest payment date. Interest wil be computed on the basis of a 360-day year of twelve 30-day
months.
Form and Denominations
Notes wil be issued in registered form only, without coupons, in denominations of $2,000 and whole multiples of
$1,000 in excess thereof.

S-8