EXHIBIT 107
Calculation of Filing Fee Tables
FORM S-8
(Form Type)
UnitedHealth Group Incorporated
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) (2) | Proposed Maximum Offering Price Per Unit(3) | Proposed Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||||||||||
Equity | Common stock, par value $0.01 per share | Other | 1,213,093 | $ | 508.54 | $ | 616,906,314.22 | 0.00011020 | $ | 67,983.08 | ||||||||||||||
Total Offering Amounts | $ | 616,906,314.22 | $ | 67,983.08 | ||||||||||||||||||||
Total Fee Offsets | $ | 0 | ||||||||||||||||||||||
Net Fee Due | $ | 67,983.08 |
Table 2: Fee Offset Claims and Sources
N/A
(1) | Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the registration statement on Form S-8 (the “Registration Statement”) to which this exhibit relates shall also cover any additional shares of the common stock of UnitedHealth Group Incorporated (the “Company,” and such shares, “Company Common Stock”) that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction that results in an increase in the number of outstanding shares of Company Common Stock. |
(2) | Pursuant to the Agreement and Plan of Merger, dated as of January 5, 2021, by and among the Company, Change Healthcare Inc. (“Change”), and Cambridge Merger Sub Inc., a wholly owned subsidiary of the Company (“Merger Sub”), effective as of October 3, 2022, Merger Sub merged with and into Change (the “Merger”), with Change surviving the Merger as a wholly owned subsidiary of the Company. At the effective time of the Merger, certain outstanding equity awards with respect to shares of common stock of Change held by employees of Change or its affiliates (or their respective legal successors) were converted into equity awards with respect to shares of Company Common Stock, subject to appropriate adjustments to the number of shares and, where applicable, the exercise price of such award. The number of shares registered hereunder represents the maximum number of shares of Company Common Stock issuable upon the vesting or exercise of such equity awards, subject to appropriate adjustments thereto. |
(3) | Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act and calculated in accordance with Rules 457(c) and 457(h) promulgated thereunder. The aggregate offering price is the average of the high and low prices of Company Common Stock as reported on the New York Stock Exchange on September 28, 2022. |