On December 13, 2018, UnitedHealth Group Incorporated (the Company) agreed to sell its (i) 3.500% Notes due February 15, 2024 in the
aggregate principal amount of $750,000,000, (ii) 3.700% Notes due December 15, 2025 in the aggregate principal amount of $300,000,000, (iii) 3.875% Notes due December 15, 2028 in the aggregate principal amount of $850,000,000 and
(iv) 4.450% Notes due December 15, 2048 in the aggregate principal amount of $1,100,000,000 (collectively, the Notes), pursuant to the Underwriting Agreement, dated December 13, 2018 (the Underwriting
Agreement), and the Pricing Agreement, dated December 13, 2018 (the Pricing Agreement), both among the Company and J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Mizuho Securities USA
LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters listed in Schedule I to the Pricing Agreement.
The Notes were
issued on December 17, 2018 pursuant to the Indenture, dated as of February 4, 2008, between the Company and U.S. Bank National Association, as trustee (the Indenture), and Officers Certificates and Company Orders, each
dated December 17, 2018, relating to each series of the Notes, in each case, pursuant to Sections 201, 301 and 303 of the Indenture.
The Notes have
been registered under the Securities Act of 1933, as amended, pursuant to the Companys automatic shelf registration statement on Form
S-3,
File
No. 333-216150
(the Registration Statement). The Company is filing this Current Report on Form
8-K
to file with the Securities and Exchange Commission certain documents related to the issuance of the Notes that
will be incorporated by reference into the Registration Statement as exhibits thereto.
The Underwriting Agreement is filed herewith as Exhibit 1.1. The
Pricing Agreement is filed herewith as Exhibit 1.2. The Officers Certificates and Company Orders relating to the Notes, each including the applicable form of Note, are filed herewith as Exhibit 4.1, Exhibit 4.2, Exhibit 4.3
and Exhibit 4.4. The legal opinion with respect to the validity of the Notes is filed herewith as Exhibit 5.1.