UNITEDHEALTH GROUP

(UNH)
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UNITEDHEALTH GROUP INC : Other Events, Financial Statements and Exhibits (form 8-K)

05/20/2022 | 05:19pm EDT

Item 8.01. Other Events.

On May 17, 2022, UnitedHealth Group Incorporated (the "Company") agreed to sell its (i) 3.700% Notes due May 15, 2027 in the aggregate principal amount of $600,000,000, (ii) 4.000% Notes due May 15, 2029 in the aggregate principal amount of $900,000,000, (iii) 4.200% Notes due May 15, 2032 in the aggregate principal amount of $1,500,000,000, (iv) 4.750% Notes due May 15, 2052 in the aggregate principal amount of $2,000,000,000 and (v) 4.950% Notes due May 15, 2062 in the aggregate principal amount of $1,000,000,000 (collectively, the "Notes"), pursuant to the Underwriting Agreement, dated May 17, 2022 (the "Underwriting Agreement"), and the Pricing Agreement, dated May 17, 2022 (the "Pricing Agreement"), both among the Company and BofA Securities, Inc., Barclays Capital Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, 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 May 20, 2022 pursuant to the Indenture, dated as of February 4, 2008, between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Indenture"), and the Officers' Certificates and Company Orders, each dated May 20, 2022, 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.

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Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

Exhibit                                  Description

 1.1         Underwriting Agreement, dated May 17, 2022, among the Company and
           BofA Securities, Inc., Barclays Capital Inc., Deutsche Bank Securities
           Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and U.S.
           Bancorp Investments, Inc., as Representatives of the several
           Underwriters

 1.2         Pricing Agreement, dated May 17, 2022, among the Company and BofA
           Securities, Inc., Barclays Capital Inc., Deutsche Bank Securities Inc.,
           Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and U.S. Bancorp
           Investments, Inc., as Representatives of the several Underwriters

 4.1         Officers' Certificate and Company Order, dated May 20, 2022, relating
           to the 3.700% Notes due May 15, 2027, pursuant to Sections 201, 301 and
           303 of the Indenture dated as of February 4, 2008 (including the form
           of 3.700% Notes due May 15, 2027)

 4.2         Officers' Certificate and Company Order, dated May 20, 2022, relating
           to the 4.000% Notes due May 15, 2029, pursuant to Sections 201, 301 and
           303 of the Indenture dated as of February 4, 2008 (including the form
           of 4.000% Notes due May 15, 2029)

 4.3         Officers' Certificate and Company Order, dated May 20, 2022, relating
           to the 4.200% Notes due May 15, 2032, pursuant to Sections 201, 301 and
           303 of the Indenture dated as of February 4, 2008 (including the form
           of 4.200% Notes due May 15, 2032)

 4.4         Officers' Certificate and Company Order, dated May 20, 2022, relating
           to the 4.750% Notes due May 15, 2052, pursuant to Sections 201, 301 and
           303 of the Indenture dated as of February 4, 2008 (including the form
           of 4.750% Notes due May 15, 2052)

 4.5         Officers' Certificate and Company Order, dated May 20, 2022, relating
           to the 4.950% Notes due May 15, 2062, pursuant to Sections 201, 301 and
           303 of the Indenture dated as of February 4, 2008 (including the form
           of 4.950% Notes due May 15, 2062)

 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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© Edgar Online, source Glimpses

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