UNITEDHEALTH GROUP INCORPORATED (NYSE:UNH) Files An 8-K Other Events

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UNITEDHEALTH GROUP INCORPORATED (NYSE:UNH) Files An 8-K Other Events

Item8.01.

Other Events.

On March8, 2017, UnitedHealth Group Incorporated (the Company)
agreed to sell (i)its 3.375% Notes due April15, 2027 in the
aggregate principal amount of $625,000,000 and (ii)its 4.250%
Notes due April15, 2047 in the aggregate principal amount of
$725,000,000 (collectively, the Notes), to the Underwriting
Agreement, dated March8, 2017 (the Underwriting Agreement), and
the Pricing Agreement, dated March8, 2017 (the Pricing
Agreement), both among the Company and J.P. Morgan Securities
LLC, Goldman, Sachs Co., Merrill Lynch, Pierce, Fenner Smith
Incorporated and Morgan Stanley Co. LLC, as representatives of
the several underwriters listed on Schedule I to the Pricing
Agreement.

The Notes were issued on March13, 2017 to the Indenture, dated as
of February4, 2008, between the Company and U.S. Bank National
Association, as trustee (the Indenture), and Officers
Certificates and Company Orders, each dated March13, 2017,
relating to each series of the Notes, in each case, to Sections
201, 301 and 303 of the Indenture.

The Notes have been registered under the Securities Act of 1933,
as amended, 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 Exhibit4.1 and
Exhibit 4.2. The legal opinion with respect to the validity of
the Notes is filed herewith as Exhibit 5.1.

Item9.01. Financial Statements and Exhibits.

(d)
Exhibits

Exhibit

Description

1.1 Underwriting Agreement, dated March8, 2017, among the Company
and J.P. Morgan Securities LLC, Goldman, Sachs Co., Merrill
Lynch, Pierce, Fenner Smith Incorporated and Morgan Stanley
Co. LLC, as Representatives of the several Underwriters
1.2 Pricing Agreement, dated March8, 2017, among the Company and
J.P. Morgan Securities LLC, Goldman, Sachs Co., Merrill
Lynch, Pierce, Fenner Smith Incorporated and Morgan Stanley
Co. LLC, as Representatives of the several Underwriters
4.1 Officers Certificate and Company Order, dated March13, 2017,
relating to the 3.375% Notes due April15, 2027, to Sections
201, 301 and 303 of the Indenture dated as of February4, 2008
(including the form of 3.375% Notes due April15, 2027)
4.2 Officers Certificate and Company Order, dated March13, 2017,
relating to the 4.250% Notes due April15, 2047, to Sections
201, 301 and 303 of the Indenture dated as of February4, 2008
(including the form of 4.250% Notes due April15, 2047)
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
Exhibit5.1)

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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: March13,
2017

UNITEDHEALTH GROUP INCORPORATED
By:

/s/ Richard J. Mattera

Name: Richard J. Mattera
Title: Assistant Secretary

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EXHIBIT
INDEX

Exhibit

Description

1.1 Underwriting Agreement, dated March8, 2017, among the Company
and J.P. Morgan Securities LLC, Goldman, Sachs Co., Merrill
Lynch, Pierce, Fenner Smith Incorporated and Morgan Stanley
Co. LLC, as Representatives of the several Underwriters
1.2 Pricing Agreement, dated March8, 2017, among the Company and
J.P. Morgan Securities LLC, Goldman, Sachs Co., Merrill
Lynch, Pierce, Fenner Smith Incorporated and Morgan Stanley
Co. LLC, as Representatives of the several Underwriters
4.1 Officers Certificate and Company Order, dated March13, 2017,
relating to the 3.375% Notes due April15, 2027, to Sections
201, 301 and 303 of the Indenture dated as of February4, 2008
(including the form of 3.375% Notes due April15, 2027)
4.2 Officers Certificate and Company Order, dated March13, 2017,
relating to the 4.250% Notes due April15, 2047,


About UNITEDHEALTH GROUP INCORPORATED (NYSE:UNH)

UnitedHealth Group Incorporated is a diversified healthcare company. The Company operates through four segments: UnitedHealthcare, OptumHealth, OptumInsight and OptumRx. The Company conducts its operations through two business platforms: health benefits operating under UnitedHealthcare and health services operating under Optum. UnitedHealthcare provides healthcare benefits to a range of customers and markets through its UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement, UnitedHealthcare Community & State, and UnitedHealthcare Global businesses. Optum is a health services business serving the healthcare marketplace, including payers, care providers, employers, governments, life sciences companies and consumers, through its OptumHealth, OptumInsight and OptumRx businesses.

UNITEDHEALTH GROUP INCORPORATED (NYSE:UNH) Recent Trading Information

UNITEDHEALTH GROUP INCORPORATED (NYSE:UNH) closed its last trading session up +0.23 at 170.21 with 3,716,639 shares trading hands.