Item 8.01. Other Events.

On May 13, 2020, UnitedHealth Group Incorporated (the "Company") agreed to sell its (i) 1.250% Notes due January 15, 2026 in the aggregate principal amount of $500,000,000, (ii) 2.000% Notes due May 15, 2030 in the aggregate principal amount of $1,250,000,000, (iii) 2.750% Notes due May 15, 2040 in the aggregate principal amount of $1,000,000,000, (iv) 2.900% Notes due May 15, 2050 in the aggregate principal amount of $1,250,000,000 and (v) 3.125% Notes due May 15, 2060 in the aggregate principal amount of $1,000,000,000 (collectively, the "Notes"), pursuant to the Underwriting Agreement, dated May 13, 2020 (the "Underwriting Agreement"), and the Pricing Agreement, dated May 13, 2020 (the "Pricing Agreement"), both among the Company and Barclays Capital Inc., BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in Schedule I to the Pricing Agreement.

The Notes were issued on May 18, 2020 pursuant to the Indenture, dated as of February 4, 2008, between the Company and U.S. Bank National Association, as trustee (the "Indenture"), and the Officers' Certificates and Company Orders, each dated May 18, 2020, 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 Company's automatic shelf registration statement on Form S-3, File No. 333-236600 (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, Exhibit 4.4 and Exhibit 4.5. The legal opinion with respect to the validity of the Notes is filed herewith as Exhibit 5.1.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

 Exhibit                                     Description

   1.1             Underwriting Agreement, dated May 13, 2020, among the Company and
                 Barclays Capital Inc., BofA Securities, Inc., Deutsche Bank
                 Securities Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC,
                 U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as
                 Representatives of the several Underwriters

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   1.2         Pricing Agreement, dated May 13, 2020, among the Company and Barclays
             Capital Inc., BofA Securities, Inc., Deutsche Bank Securities Inc.,
             Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, U.S. Bancorp
             Investments, Inc. and Wells Fargo Securities, LLC, as Representatives
             of the several Underwriters

   4.1         Officers' Certificate and Company Order, dated May 18, 2020, relating
             to the 1.250% Notes due January 15, 2026, pursuant to Sections 201, 301
             and 303 of the Indenture dated as of February 4, 2008 (including the
             form of 1.250% Notes due January 15, 2026)

   4.2         Officers' Certificate and Company Order, dated May 18, 2020, relating
             to the 2.000% Notes due May 15, 2030, pursuant to Sections 201, 301 and
             303 of the Indenture dated as of February 4, 2008 (including the form
             of 2.000% Notes due May 15, 2030)

   4.3         Officers' Certificate and Company Order, dated May 18, 2020, relating
             to the 2.750% Notes due May 15, 2040, pursuant to Sections 201, 301 and
             303 of the Indenture dated as of February 4, 2008 (including the form
             of 2.750% Notes due May 15, 2040)

   4.4         Officers' Certificate and Company Order, dated May 18, 2020, relating
             to the 2.900% Notes due May 15, 2050, pursuant to Sections 201, 301 and
             303 of the Indenture dated as of February 4, 2008 (including the form
             of 2.900% Notes due May 15, 2050)

   4.5         Officers' Certificate and Company Order, dated May 18, 2020, relating
             to the 3.125% Notes due May 15, 2060, pursuant to Sections 201, 301 and
             303 of the Indenture dated as of February 4, 2008 (including the form
             of 3.125% Notes due May 15, 2060)

   5.1         Opinion of Hogan Lovells US LLP regarding the validity of the Notes


  23.1         Consent of Hogan Lovells US LLP (included as part of Exhibit 5.1)

  104        Cover Page Interactive Data File (formatted as Inline XBRL)

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                                   Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 18, 2020

UNITEDHEALTH GROUP INCORPORATED



By:         /s/ Kuai H. Leong
Name:       Kuai H. Leong
Title:      Assistant Secretary

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