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 National Association, as trustee. The indenture is incorporated by reference into
the registration statement which includes the accompanying prospectus. We will offer the 2024 notes, the 2025 notes, the 2028 notes and the 2048 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 2024 notes are designated as our 3.500% notes due February 15, 2024, the 2025 notes are designated as our 3.700% notes
due December 15, 2025, the 2028 notes are designated as our 3.875% notes due December 15, 2028 and the 2048 notes are designated as our 4.450% notes due December 15, 2048.
The notes are initially limited in aggregate principal amount to $750,000,000 for the 2024 notes, $300,000,000 for the 2025 notes,
$850,000,000 for the 2028 notes and $1,100,000,000 for the 2048 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 2024 notes will mature and become due and payable, together with any accrued and unpaid
interest, on February 15, 2024. The 2025 notes will mature and become due and payable, together with any accrued and unpaid interest, on December 15, 2025. The 2028 notes will mature and become due and payable, together with any accrued
and unpaid interest, on December 15, 2028. The 2048 notes will mature and become due and payable, together with any accrued and unpaid interest, on December 15, 2048. 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
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