UNH UnitedHealth Group Inc

EXPLANATORY NOTE

UnitedHealth Group Incorporated (the “Company” or the “registrant”) has filed this Registration Statement on Form S-8 (“New Form S-8”) to register an additional 65,870 shares of Company common stock, $0.01 par value per share (the “Common Stock”) issuable under The Advisory Board Company Amended and Restated 2009 Stock Incentive Plan (the “2009 Plan”) and The Advisory Board Company 2005 Stock Incentive Plan (the “2005 Plan” and, together with the 2009 Plan, the “Plans”), comprised of (A) 63,285 shares of Common Stock issuable pursuant to outstanding but unexercised options under the 2009 Plan, (B) 1,312 shares of Common Stock issuable pursuant to outstanding restricted stock units under the 2009 Plan, and (C) 1,273 shares of Common Stock issuable pursuant to outstanding restricted stock units under the 2005 Plan. Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 28, 2017, by and among The Advisory Board Company (“Advisory Board”), OptumInsight, Inc. (“Optum”), a wholly owned subsidiary of the Company, and Apollo Merger Sub, Inc., a wholly owned subsidiary of Optum (“Merger Sub”), Merger Sub merged with and into Advisory Board on November 17, 2017 (the “Effective Date”), with Advisory Board surviving as a wholly owned subsidiary of Optum (the “Merger”). In accordance with the Merger Agreement, as of the Effective Date, certain outstanding options to purchase shares of Advisory Board common stock and certain restricted stock units with respect to such shares granted under the Plans were assumed by the Company and converted into options to purchase shares of Common Stock and restricted stock units with respect to shares of Common Stock, respectively. Upon registration of additional shares available under the 2009 Plan, the Company may also issue future equity or equity-based awards under the 2009 Plan to employees who (a) were employees of Advisory Board on or prior to the Effective Date or (b) are hired by the Company or any of its subsidiaries (including Advisory Board) after the Effective Date.

The Company previously registered 696,090 shares of Common Stock issuable under the Plans on a Registration Statement on Form S-8 (File No. 333-221642) (the “Prior Form S-8” and together with the New Form S-8, the “Registration Statements”) filed with the Securities and Exchange Commission (the “SEC”) on November 17, 2017. Pursuant to General Instruction E to Form S-8, the contents of the Prior Form S-8 are incorporated herein by reference, except for Item 5 “Interests of Named Experts and Counsel” and Item 8 “Exhibits”. Including both Registration Statements, the Company has registered a total of 761,960 shares of Common Stock issuable under the Plans.