UNH » Topics » SCHEDULE IV

These excerpts taken from the UNH 8-K filed Feb 7, 2008.

Schedule 1

 

  1. An executed copy of the Registration Statement.

 

  2. Prospectus dated February 4, 2008 that forms a part of the Registration Statement (the “Prospectus”) and a supplement to the Prospectus dated February 4, 2008 (together with the Prospectus, the “Prospectus Supplement”).

 

  3. The Third Restated Articles of Incorporation of the Company, as certified by the Secretary of State of the State of Minnesota on January 31, 2008, and by the Secretary of the Company on the date hereof as then being complete, accurate and in effect.

 

  4. The Third Amended and Restated Bylaws of the Company, as certified by the Secretary of the Company on the date hereof as then being complete, accurate and in effect.

 

  5. An executed copy of the Indenture, dated as of February 4, 2008, between UnitedHealth Group Incorporated and U.S. Bank National Association, as trustee (the “Trustee”), included as Exhibit 4.1 to the Registration Statement (the “Indenture”).

 

  6. An executed copy of the Underwriting Agreement.

 

  7. An executed copy of the Pricing Agreement.

 

  8. Resolutions of the Board of Directors of the Company adopted at meetings held on (i) October 30, 2007, and (ii) January 18, 2008, as certified by the Secretary of the Company on the date hereof as being complete, accurate and in effect, relating to general debt authorizations, the filing of the Registration Statement and related matters.

 

  9. An executed copy of (i) the Officers’ Certificate and Company Order, dated February 7, 2008, relating to the 2011 Notes, (ii) the Officers’ Certificate and Company Order, dated February 7, 2008, relating to the 2013 Notes, (iii) the Officers’ Certificate and Company Order, dated February 7, 2008, relating to the 2018 Notes, and (iv) the Officers’ Certificate and Company Order, dated February 7, 2008, relating to the 2038 Notes.

 

  10. Specimen copy of each of the 2011 Notes, the 2013 Notes, the 2018 Notes, and the 2038 Notes.

SCHEDULE IV

UNITEDHEALTH GROUP INCORPORATED

$250,000,000

FLOATING RATE NOTES DUE FEBRUARY 7, 2011

FINAL TERM SHEET

Dated February 4, 2008

 

Issuer:    UnitedHealth Group Incorporated
Ratings:    Baa1 /A- /A-
Note Type:    SEC Registered
Trade Date:    February 4, 2008
Settlement Date (T+ 3):    February 7, 2008
Maturity Date:    February 7, 2011
Principal Amount Offered:    $250,000,000
Price to Public (Issue Price):    100%
Interest Rate:    3-month U.S. LIBOR plus 1.30%
Interest Payment and Reset Dates:    February 7, May 7, August 7, and November 7, commencing May 7, 2008
Optional Redemption Provisions:    None
CUSIP:    91324PBL5
ISIN:    US91324PBL58
Joint Book-Runners:    Banc of America Securities LLC
   Citigroup Global Markets Inc.
   J.P. Morgan Securities Inc.
Co-Managers:    Deutsche Bank Securities Inc.
   Morgan Stanley & Co. Incorporated
   Bear, Stearns & Co. Inc.
   Goldman, Sachs & Co.
   Lehman Brothers Inc.
   Loop Capital Markets, LLC
   Merrill Lynch, Pierce, Fenner & Smith Incorporated
   The Williams Capital Group, L.P.
Other Terms:    Except as otherwise provided in Appendix A hereto, the floating rate notes will have the same terms, including the change of control offer and all covenants, and be subject to the same risks as the notes described in the Issuer’s Preliminary Prospectus Supplement dated February 4, 2008. In general, any reference to the term “notes” in the Preliminary Prospectus Supplement shall be deemed to include the floating rate notes.

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this

 

Schedule IV-1


offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Banc of America Securities LLC at 1-800-294-1322 (toll free) or Citigroup Global Markets Inc. at 1-877-858-5407 (toll free) or J.P. Morgan Securities Inc. at 1-212-834-4533 (collect).

EXCERPTS ON THIS PAGE:

8-K (2 sections)
Feb 7, 2008
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