8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 18, 2023

UNITEDHEALTH GROUP INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	1-10864	41-1321939
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File Number)	(I.R.S. Employer<br> <br>Identification No.)
UnitedHealth Group Center<br> <br>9900 Bren Road East<br> <br>Minnetonka, Minnesota	55343
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (952) 936-1300

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol(s)	Name of each exchange<br> <br>on which registered
Common Stock, $.01 par value	UNH	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01	Entry into a Material Definitive Agreement.

On April 18, 2023, UnitedHealth Group Incorporated (the “Company”) and U.S. Bank Trust Company, National Association, as trustee, entered into a supplemental indenture (the “2038 Supplemental Indenture”) to the Company’s indenture, dated as of February 4, 2008 (the “2008 Base Indenture”), as supplemented by the officers’ certificate and company order (the “2038 Officers’ Certificate”) relating to the Company’s outstanding 6.875% Senior Notes due 2038 (the “2038 Notes”).

The 2038 Supplemental Indenture gives effect to the consents validly delivered and not validly revoked by holders representing $819,804,000 in aggregate principal amount (representing 74.53% of the aggregate principal amount) of the 2038 Notes, as set forth in the Company’s consent solicitation statement dated April 4, 2023 (the “Statement”). The 2038 Supplemental Indenture removes the liens covenant set forth in Section (A)12 of the 2038 Officers’ Certificate in order to align the terms of the 2038 Notes with the terms of the most recently issued series of senior notes under the 2008 Base Indenture.

The 2038 Supplemental Indenture became operative on April 18, 2023 following the payment by the Company of the cash consideration to the holders of the 2038 Notes who validly delivered consents in the manner described in the Statement.

The foregoing description of the 2038 Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the 2038 Supplemental Indenture, a copy of which is filed herewith as Exhibit 4.1 and incorporated herein by reference.

Item 3.03	Material Modification to Rights of Security Holders.

The information set forth in Item 1.01 is incorporated by reference into this Item 3.03.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
4.1	Supplemental Indenture, dated as of April 18, 2023, between UnitedHealth Group Incorporated and U.S. Bank Trust Company, National Association, as trustee, relating to the 6.875% Senior Notes due 2038.
104	Cover Page Interactive Data File (formatted as Inline XBRL)

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: April 24, 2023

UNITEDHEALTH GROUP<br> <br>INCORPORATED
By:	/s/ Kuai H. Leong
Name:	Kuai H. Leong
Title:	Deputy Corporate Secretary

EX-4.1

Exhibit 4.1

UNITEDHEALTH GROUP INCORPORATED

SUPPLEMENTAL INDENTURE

Dated as of April 18, 2023

to the

INDENTURE

Dated as of February 4, 2008

As supplemented by the Officers’ Certificate and Company Order

Dated as of February 7, 2008

U.S. Bank Trust Company, National Association

Trustee

THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 18, 2023, is entered into between UnitedHealth Group Incorporated (the “Issuer”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture, dated as of February 4, 2008 (the “2008 Base Indenture”), as supplemented by the Officers’ Certificate and Company Order, dated as of February 7, 2008 (the “Officers’ Certificate” and, together with the 2008 Base Indenture, the “Indenture”), providing for the issuance of 6.875% Notes due 2038 (the “Notes”);

WHEREAS, Section 1002 of the 2008 Base Indenture provides that the Indenture may be amended or supplemented with the consent of the holders (the “Holders”) of not less than a majority in aggregate principal amount of the Notes at the time outstanding, subject to certain exceptions set forth in Section 1002 (not applicable to the amendment to the Indenture to be effected by this Supplemental Indenture), which require the consent of each Holder affected thereby;

WHEREAS, the Issuer has solicited, and has received, upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated April 4, 2023 (the “Consent Solicitation Statement”), consents (“Consents”) from Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding (the “Consenting Holders”) to the amendment of the Indenture as set forth in Section 3 hereof;

WHEREAS, in accordance with Section 1002 of the 2008 Base Indenture, the Consenting Holders, by delivery of their Consents, have permitted and approved any and all conforming changes, including conforming amendments, to the Notes and any related documents that may be required by, or as a result of, this Supplemental Indenture;

WHEREAS, all requirements necessary to make this Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms have been done and performed, and the execution and delivery of this Supplemental Indenture have been duly authorized in all respects and, pursuant to Section 1002 of the 2008 Base Indenture, the Issuer and the Trustee are authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

1.	Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to<br>them in the Indenture.
2.	Effectiveness; Conditions Precedent.
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(a)	The Issuer represents and warrants that each of the conditions precedent to the amendment and supplement of the<br>Indenture (including such conditions pursuant to Article X of the 2008 Base Indenture) have been satisfied in all respects. Pursuant to Section 1002 of the 2008 Base Indenture, the Consenting Holders (voting as one class) have consented to the<br>amendment set forth in Section 3 hereof with respect to the Notes and the Indenture and have authorized and directed the Trustee to execute this Supplemental Indenture. The Issuer and the Trustee are on this date executing this Supplemental<br>Indenture, which will become effective on the date hereof.
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(b)	The amendment set forth in Section 3 hereof shall become operative, and the terms of the Indenture and<br>each Global Security shall be amended as provided for in Section 3 below, upon written notice from the Issuer to the Trustee that it has paid the 2038 Consent Consideration (as defined in the Consent Solicitation Statement) to each of the<br>Consenting Holders. If the Trustee receives written notice from the Issuer that the 2038 Consent Consideration has not been paid in accordance with the terms of the Consent Solicitation Statement, this Supplemental Indenture shall terminate<br>immediately without the amendment contained in Section 3 hereof becoming or remaining operative, as applicable, and without the need for further action hereunder or thereunder.
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3.	Indenture Amendment. Pursuant to Section 1002 of the 2008 Base Indenture, and subject to<br>Section 2(b) of this Supplemental Indenture, the Indenture and the Notes are hereby amended by deleting Section A(12) of the Officers’ Certificate in its entirety.
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4.	Conforming Changes. In accordance with Section 1002 of the 2008 Base Indenture, the Consenting<br>Holders, by delivery of their Consents, permit and approve any and all conforming changes, including conforming amendments, to the Notes and any related documents that may be required by, or as a result of, this Supplemental Indenture.<br>
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5.	Notes. Each Note, with effect on and from the date hereof, shall be deemed supplemented, modified and<br>amended in such manner as necessary to make the terms of such Note consistent with the terms of the Indenture, as amended by this Supplemental Indenture.
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6.	Ratification of the Indenture; Supplemental Indenture Part of the Indenture. Except as expressly amended<br>hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every<br>Holder heretofore or hereafter authenticated and delivered shall be bound hereby. Upon and after the execution of this Supplemental Indenture, each reference to the Indenture or the Notes in the Indenture or the Notes shall mean and be a reference<br>to the Indenture or the Notes as modified hereby after giving effect to this Supplemental Indenture.
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7.	GOVERNING LAW*.* THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS<br>SUPPLEMENTAL INDENTURE AND THE NOTES.
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8.	Multiple Counterparts. The parties may execute and deliver in counterparts any number of copies of this<br>Supplemental Indenture, including by facsimile transmission or PDF. Each signed copy will be an original, but all of them together represent the same agreement. Delivery of an executed counterpart signature page of this Supplemental Indenture by e-mail (PDF) or telecopy shall be effective as delivery of a manually executed counterpart of this Supplemental Indenture.
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9.	Effect of Headings. The Section headings herein are for convenience of reference only, are not to be<br>considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.
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[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

UNITEDHEALTH GROUP INCORPORATED, as Issuer
By:	/s/ Peter M. Gill
	Name: Peter M. Gill
	Title: Senior Vice President and Treasurer
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
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By:	/s/ Joshua A. Hahn
	Name: Joshua A. Hahn
	Title: Vice President