UnitedHealth Group (UNH) 10-K risk factor changes: FY2021 vs FY2020

We do not undertake to address in future filings or communications regarding our business or results of operations how any of these factors may have caused our results to differ from discussions or information contained in previous filings or [removed: communications.]

We are subject to risks associated with public health crises, large-scale medical emergencies and pandemics, such as the COVID-19 pandemic, which could [added: continue to] have a material adverse effect on our business, results of operations, financial condition and financial performance.

The ongoing COVID-19 [removed: global health crisis] [added: pandemic] continues to [removed: have major impacts on] [added: impact] health systems, businesses, governments and customer and consumer activities.

The [added: future] impact to our business is primarily dependent upon the ultimate pacing, intensity and duration of the crisis, [removed: and] the [removed: timing for widespread availability] [added: severity of new variants of the COVID-19 virus,] and [added: the] effectiveness [added: and extent] of [removed: a vaccine,] [added: administration of vaccinations and treatments,] factors which remain uncertain at this time.

[removed: As the crisis abates, we] [added: We] may experience an increase in medical care costs as people seek care which was deferred during the pandemic and individuals with chronic conditions may require additional care needs resulting from missed treatments.

[removed: In addition, we] [added: Similarly, state and federal mandates for coverage may result in additional incurred expenses that are not associated with increases in government reimbursement (such as requirements for insurers to cover at-home COVID-19 testing).We] have experienced and may continue to experience reduced demand for certain services Optum provides to care providers, health plans and employers as a result of reduced clinical and claims activity and changes in business priorities resulting from COVID-19.

In addition, governments have modified, and may continue to modify, regulatory standards around various aspects of health care in response to COVID-19, [removed: and these changing standards] [added: which] may [removed: create challenges for us] [added: adversely affect our ability] to ensure timely compliance and meet various contractual obligations.

Further disruptions in public and private infrastructure, including supply chains providing medical supplies and pharmaceutical products, could [removed: adversely] disrupt our business operations or increase our operating costs.

Additionally, the enactment of emergency powers by governments could disrupt our business operations, including [added: by] restricting pharmaceuticals or other supplies, and could increase the risk of shortages of necessary items.

If we fail to estimate, price for and manage our medical costs [added: or set benefit designs] in an effective manner, the profitability of our risk-based products and services could decline and could materially and adversely affect our results of operations, financial position and cash flows.

Our [removed: OptumHealth] [added: Optum Health] business negotiates [removed: risk-based] [added: value-based] arrangements with commercial third-party payers which are also included in premium revenues.

Under a typical arrangement, [removed: OptumHealth] [added: Optum Health] receives a fixed percentage of a third-party payer’s premiums to cover all or a defined portion of the medical costs provided to members.

Our revenue on [added: certain] Medicare policies is based on bids submitted to CMS in June the year before the contract year.

These factors may include medical cost inflation, increased use of services, increased cost of individual services, large-scale medical emergencies, [added: the potential effects of climate change,] pandemics, such as COVID-19, the introduction of new or costly drugs, treatments and technology, new treatment guidelines, [removed: new] [added: newly] mandated benefits [removed: (such as the expansion of essential benefits coverage)] or other regulatory changes and insured population characteristics.

Relatively small differences between predicted and actual medical costs or [added: utilization rates as a percentage of revenues can result in significant changes in our financial results.]

For example, if our [removed: 2020] [added: 2021] medical costs for commercial insured products had been 1% higher than our actual medical costs, without proportionally higher revenues from such products, our annual net earnings for [removed: 2020] [added: 2021] would have been reduced by approximately [removed: $290] [added: $330] million, excluding any offsetting impact from risk adjustment or from reduced premium rebates due to minimum MLRs.

Our business [removed: is highly dependent] [added: depends] on the integrity and timeliness of the data we use to serve our members, customers and health care professionals and to operate our business.

If the data we rely upon to run our businesses is found to be inaccurate or unreliable or if we fail to maintain or protect our information systems and data integrity effectively, we could experience failures in our health, wellness and information technology products; lose existing customers; have difficulty attracting new customers; experience problems in determining medical cost estimates and establishing appropriate pricing; have difficulty preventing, detecting and controlling fraud; have disputes with customers, physicians and other health care professionals; become subject to regulatory sanctions or penalties; incur increases in operating [removed: expenses] [added: expenses;] or suffer other adverse consequences.

If we sustain cyber-attacks or other privacy or data security incidents resulting in security breaches disrupting our operations or resulting in the unintended dissemination of protected personal information or proprietary or [removed: confidential information, we could suffer a loss of revenue and increased costs, exposure to significant liability, reputational harm and other serious negative consequences.][added: confidential]

Experienced computer programmers and hackers may be able to penetrate our security controls and access, misappropriate or otherwise compromise protected personal information or proprietary or [added: confidential information or that of third parties, create system disruptions or cause system shutdowns, negatively affecting our operations.]

Our businesses [removed: compete throughout the United States, South America and other foreign markets and] face significant competition in all of the geographic markets in which we operate.

If we do not continue to innovate and provide products and services, which are useful and relevant to [added: health care payers,] consumers and our customers, we may not remain competitive, and we risk losing market share to existing competitors and disruptive new market entrants.

Any failure by us to continue to develop innovative care [added: models, including accelerating the transition of care to value-based] models [added: and expanding access to virtual care,] could result in competitive disadvantages and loss of market share.

Our business, results of operations, financial position and cash flows could be materially and adversely affected if we do not compete effectively in our markets, if we set rates too high or too low in highly competitive markets, if we do not design and price our products properly and competitively, if we [added: fail to realize competitive advantages resulting from collaboration between our businesses, if we] are unable to innovate and deliver products and services demonstrating value to our customers, if we do not provide a satisfactory level of services, if membership or [removed: demand for other services does not increase as we expect or declines, or if we lose accounts with more profitable products while retaining or increasing membership in accounts with less profitable products.]

If we fail to develop and maintain satisfactory relationships with [added: health care payers,] physicians, hospitals and other service providers, our business could be materially and adversely affected.

[removed: Our results of operations and prospects are] [added: We depend] substantially [removed: dependent] on our continued ability to contract with [added: health care payers (as a service provider to those payers), as well as] physicians, hospitals, pharmaceutical benefit service providers, pharmaceutical manufacturers and other service providers at competitive prices.

In any particular market, physicians and health care providers could refuse to [removed: contract,] [added: contract with us,] demand higher payments, or take other actions which could result in higher medical costs, less desirable products for customers or difficulty meeting regulatory or accreditation requirements.

In some markets, certain health care providers, particularly hospitals, physician and hospital organizations or multi-specialty physician groups, may have significant market positions or near monopolies which could result [added: in diminished bargaining power on our part.]

In some states, the amount of compensation due to these out-of-network providers is defined by law or regulation, but in [removed: most instances] [added: other cases] the amount is either not defined or is established by a standard which does not clearly specify dollar terms.

In some instances, providers may believe they are underpaid for their services and may either litigate or arbitrate their dispute with [removed: us or try to recover from our members the difference between what we have paid them and the amount they charged] us.

The success of some of our businesses, including [removed: OptumHealth] [added: Optum Health] and UnitedHealthcare Global, depend on maintaining satisfactory relationships with physicians as our employees, independent contractors or joint venture partners.

We are routinely subject to various legal [removed: actions due to the nature of our business,] [added: actions,] which could damage our reputation and, if resolved unfavorably, could result in substantial penalties or monetary damages and materially and adversely affect our results of operations, financial position and cash flows.

These matters have included or could in the future include matters related to health care benefits coverage and payment claims (including disputes with enrollees, customers and contracted and non-contracted physicians, hospitals and other health care professionals), tort claims (including claims related to the delivery of health care services, such as medical malpractice by staff at our affiliates’ facilities, or by health care practitioners who are employed by us, have contractual relationships with us, or serve as providers to our managed care [removed: networks),] [added: networks, including as a result of a failure to adhere to applicable clinical, quality and/or patient safety standards), antitrust claims (including as a result of changes in the enforcement of antitrust laws),] whistleblower claims (including claims under the False Claims Act or similar statutes), contract and labor disputes, tax claims and claims related to disclosure of certain business practices.

[removed: In addition, we] [added: We] operate in jurisdictions outside of the United States where contractual rights, tax positions and applicable regulations may be subject to interpretation or uncertainty to a greater degree than in the United States, and therefore subject to dispute by customers, government authorities or others.

[added: Although we record] liabilities for our estimates of the probable costs resulting from self-insured matters, it is possible the level of actual losses will significantly exceed the liabilities recorded.

[removed: If we cannot successfully integrate these acquisitions] and [removed: realize contemplated revenue growth opportunities and] cost savings, our business, prospects, results of operations, financial position and cash flows could be materially and adversely affected.

For example, high unemployment [added: during the early stages of the COVID-19 pandemic] has caused lower enrollment or lower rates of renewal in our employer group benefits and pharmacy services [added: plans.]

Adverse changes to our corporate [removed: culture] [added: culture, which seeks to foster integrity, compassion, relationships, innovation and performance,] could harm our business operations and our ability to retain key employees and executives.

While we have development and succession plans in place for our key employees and executives, these plans do not guarantee the services of our key employees and executives [removed: will continue to be available to us.]

Volatility in interest rates affects our interest income and the market value of our investments in debt securities of varying maturities which constitute the vast majority of the fair value of our investments as of December 31, [removed: 2020.][added: 2021.]

communications.

In addition, our care delivery business may continue to be adversely impacted by COVID-19 infections and exposures affecting providers we employ, resulting in reduced capacity to handle demand for care and related partial or full closures of our facilities.

Our non-clinical workforce may also be adversely impacted by COVID-19 infections and exposures impacting our business operations.

The COVID-19 pandemic has resulted in some of our customers having to temporarily or permanently close or severely curtail their operations, and unfavorable economic conditions resulting from the pandemic may continue to impact our clients, customers, health care providers, third party vendors and federal and state entities and programs.

information, we could suffer a loss of revenue and increased costs, exposure to significant liability, reputational harm and other serious negative consequences.

Additionally, our competitive position could be adversely affected by a failure to develop satisfactory data and analytics capabilities or provide services focused on these capabilities to our clients.

demand for other services does not increase as we expect or declines, or if we lose accounts with more profitable products while retaining or increasing membership in accounts with less profitable products.

In addition, certain of our pharmacy services operations are subject to the clinical quality, patient safety and other risks inherent in the dispensing, packaging and distribution of drugs, including claims related to purported dispensing and other operational errors.

Any failure by us to adhere to the laws and regulations applicable to our businesses could subject us to civil and criminal penalties.

We are largely self-insured with regard to litigation risks, including claims of medical malpractice against our affiliated physicians and us.

Additionally, physicians and other healthcare providers have become subject to an increasing number of legal actions alleging medical malpractice and general professional liabilities.

Even in states that have imposed caps on damages for such actions, litigants are seeking recoveries under new theories of liability that might not be subject to the caps on damages.

Many of these actions involve large claims and significant defense costs and, if these actions are asserted against us, could result in substantial monetary damages or damage to our reputation.

If we cannot successfully integrate these acquisitions and realize contemplated revenue growth opportunities

will continue to be available to us.

business.

affect our ability to market our products and services, or to do so at targeted operating margins which may have a material adverse effect on our business, financial condition and results of operations.

States have also made changes in rates and reimbursements for Medicaid members and audits can result in unexpected recoupments.

We expect there will continue to be new proposed laws, regulations

We have mobilized the full strength of our resources to deliver the best care for patients, support for our members and care provider partners, keep our employees safe and deliver innovative solutions and support for the communities we serve and the entire health system.

The COVID-19 pandemic has resulted in our customers having to close or severely curtail their operations.

utilization rates as a percentage of revenues can result in significant changes in our financial results.

confidential information or that of third parties, create system disruptions or cause system shutdowns, negatively affecting our operations.

in diminished bargaining power on our part.

We are largely self-insured with regard to litigation risks.

While we maintain excess liability insurance with outside insurance carriers for claims in excess of our self-insurance, certain types of damages, such as punitive damages in some circumstances, are not covered by insurance.

Although we record

plans.

In addition, we believe our corporate culture fosters integrity, compassion, relationships, innovation and performance.

A federal appeals court struck down the ACA as in part unconstitutional in 2019.

During the fourth quarter of 2020, the Supreme Court heard oral arguments in the case.

Noncompliance or findings of noncompliance with applicable laws, regulations or requirements, or the occurrence of any privacy or security breach involving the misappropriation, loss or

The following discussion should be read together with the accompanying [Consolidated Financial Statements and Notes to the Consolidated Financial Statements thereto included in Part II Item 8, “Financial [removed: Statements](#i905ff133ec1d4003886c9962a587c1d4_73)[.](#i905ff133ec1d4003886c9962a587c1d4_73)[”](#i905ff133ec1d4003886c9962a587c1d4_73)] [added: Statements](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_73) [](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_73)[and Supplementary Data](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_73).”] Readers are cautioned the statements, estimates, projections or outlook contained in this report, including discussions regarding financial prospects, economic conditions, trends and uncertainties contained in this Item 7, may constitute forward-looking statements within the meaning of the PSLRA.

A description of some of the risks and uncertainties can be found further below in this Item 7 and in [Part I, Item 1A, “Risk [removed: Factors.”](#i905ff133ec1d4003886c9962a587c1d4_22)][added: Factors.”](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_22)]

Discussions of year-over-year comparisons between [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] are not included in this Form 10-K and can be found in [Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations”](http://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unh2019123110-k.htm)] [added: Operations”](http://www.sec.gov/Archives/edgar/data/731766/000073176621000013/unh-20201231.htm)] of the Company’s Form 10-K for the fiscal year ended December 31, [removed: 2019.][added: 2020.]

Further information on our business and reportable segments is presented in [Part I, Item 1, [removed: “Business”](#i905ff133ec1d4003886c9962a587c1d4_13)] [added: “Business”](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_13)] and in [Note [removed: 14] [added: 13] of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial [removed: Statements.”](#i905ff133ec1d4003886c9962a587c1d4_226)][added: Statements](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_223) [](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_223)[and Supplementary Data](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_223)[.](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_223)[”](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_223)]

[added: We believe] COVID-19 will [removed: also] continue to influence customer and consumer behavior, both during and after the pandemic, which could impact how [added: and where] care is delivered and the manner in which consumers wish to receive their prescription drugs or infusion services.

The [removed: impact of] temporary [added: deferral of] care [removed: deferrals] was [added: more than] offset by COVID-19 related care and [removed: testing, the significant financial assistance we provided our customers,] [added: testing costs,] rebate requirements and [removed: broader] [added: other revenue impacts and general] economic impacts.

Disrupted care patterns, as a result of the pandemic, [added: have affected and] may [added: continue to] temporarily affect the ability to obtain complete member health status information, impacting [removed: future] revenue in businesses utilizing risk adjustment methodologies.

The ultimate overall impact is uncertain and dependent on the future [removed: pacing and] [added: pacing,] intensity [added: and duration] of the pandemic, the [removed: duration] [added: severity] of [removed: policies] [added: new variants of the COVID-19 virus, the effectiveness] and [removed: initiatives to address COVID-19,] [added: extent of administration of vaccination] and [added: treatments and] general economic uncertainty.

The rate of market growth may be affected by a variety of factors, including [removed: macro-economic] [added: macroeconomic] conditions, such as the economic impact of COVID-19, and regulatory changes, which could impact our results of operations, including our continued efforts to control health care costs.

The commercial risk market remains highly competitive in [removed: both] the small [removed: group and] [added: group,] large group [added: and individual] segments.

Medicare Advantage funding continues to be pressured, as discussed below in [“Regulatory Trends and [removed: Uncertainties.”](#i905ff133ec1d4003886c9962a587c1d4_58)][added: Uncertainties.”](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_58)]

We expect Medicaid revenue growth due to anticipated changes in mix and [removed: increases in the number of people we serve;] [added: pricing trends;] we also believe the payment rate environment creates the risk of continued downward pressure on Medicaid margin percentages.

We continue to advocate for actuarially sound rates commensurate with our medical cost trends and we remain dedicated to partnering with those states [removed: who] [added: that] are committed to the long-term viability of their programs.

COVID-19 [added: related] care [removed: and testing] costs [removed: and certain] [added: as well as the deferral] of [removed: our customer assistance initiatives] [added: care] have [removed: also] impacted medical cost trends in [removed: the current year] [added: 2021] and may continue [added: to do so] in [removed: future] [added: 2022 and subsequent] years.

The [added: continued] uncertain impact of COVID-19 may impact our ability to estimate medical costs payable, which [added: has resulted in, and] could [added: continue to] result [removed: in] [added: in,] increased variability to medical cost reserve [removed: development in future periods.][added: development.]

Following is a summary of management’s view of the trends and uncertainties related to [removed: some of the key provisions of the ACA and other] regulatory matters.

For additional information regarding [removed: the ACA and] regulatory trends and uncertainties, see [Part I, Item 1 “Business - Government [removed: Regulation”](#i905ff133ec1d4003886c9962a587c1d4_19)] [added: Regulation”](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_19)] and [Item 1A, “Risk [removed: Factors.”](#i905ff133ec1d4003886c9962a587c1d4_22)][added: Factors.”](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_22)]

Medicare Advantage Rates. Final [removed: 2021] [added: 2022] Medicare Advantage rates resulted in an increase in industry base rates of approximately [removed: 1.7%,] [added: 4.1%,] short of the industry forward medical cost trend, creating continued pressure in the Medicare Advantage program.

The [removed: return] [added: permanent repeal] of the tax [removed: impacted] [added: impacts] year-over-year comparability of our financial statements, including revenues, operating costs, medical care ratio (MCR), operating cost ratio, effective tax rate and cash flows from operations.

[added: ACA Tax (Health Insurance Tax).] The Health Insurance [removed: Industry] Tax was permanently repealed by Congress, effective January 1, 2021.

The following represents a summary of select [removed: 2020] [added: 2021] year-over-year operating comparisons to [removed: 2019.][added: 2020.]

- Consolidated revenues increased by [removed: 6%,] [added: 12%,] UnitedHealthcare revenues increased [removed: 4%] [added: 11%] and Optum revenues grew [removed: 21%.][added: 14%.]

- Diluted earnings per common share increased [removed: 12%] [added: 13%] to [removed: $16.03.][added: $18.08.]

- Cash flows from operations were [removed: $22.2 billion, an increase of 20%.][added: $22.3 billion.]

- Return on equity was [removed: 24.9%.][added: 25.2%.]

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2020] [added: 2021] vs. [removed: 2019] [added: 2020] | | | | | | | | | | | |

| Premiums | | | | | | $ | [removed: 201,478] [added: 226,233] | | | | | $ | [removed: 189,699] [added: 201,478] | | | | | $ | [removed: 178,087] [added: 189,699] | | | | | $ | [removed: 11,779] [added: 24,755] | | | | | [removed: 6] [added: 12] | | % |

| Products | | | | | | [removed: 34,145] [added: 34,437] | | | | | | [removed: 31,597] [added: 34,145] | | | | | | [removed: 29,601] [added: 31,597] | | | | | | [removed: 2,548] [added: 292] | | | | | | [removed: 8] [added: 1] | | |

| Services | | | | | | [removed: 20,016] [added: 24,603] | | | | | | [removed: 18,973] [added: 20,016] | | | | | | [removed: 17,183] [added: 18,973] | | | | | | [removed: 1,043] [added: 4,587] | | | | | | [removed: 5] [added: 23] | | |

| Investment and other income | | | | | | [removed: 1,502] [added: 2,324] | | | | | | [removed: 1,886] [added: 1,502] | | | | | | [removed: 1,376] [added: 1,886] | | | | | | [removed: (384)] [added: 822] | | | | | | [removed: (20)] [added: 55] | | |

| Total revenues | | | | | | [removed: 257,141] [added: 287,597] | | | | | | [removed: 242,155] [added: 257,141] | | | | | | [removed: 226,247] [added: 242,155] | | | | | | [removed: 14,986] [added: 30,456] | | | | | | [removed: 6] [added: 12] | | |

| Medical costs | | | | | | [removed: 159,396] [added: 186,911] | | | | | | [removed: 156,440] [added: 159,396] | | | | | | [removed: 145,403] [added: 156,440] | | | | | | [removed: 2,956] [added: 27,515] | | | | | | [removed: 2] [added: 17] | | |

| Operating costs | | | | | | [removed: 41,704] [added: 42,579] | | | | | | [removed: 35,193] [added: 41,704] | | | | | | [removed: 34,074] [added: 35,193] | | | | | | [removed: 6,511] [added: 875] | | | | | | [removed: 19] [added: 2] | | |

| Cost of products sold | | | | | | [removed: 30,745] [added: 31,034] | | | | | | [removed: 28,117] [added: 30,745] | | | | | | [removed: 26,998] [added: 28,117] | | | | | | [removed: 2,628] [added: 289] | | | | | | [removed: 9] [added: 1] | | |

| Depreciation and amortization | | | | | | [removed: 2,891] [added: 3,103] | | | | | | [removed: 2,720] [added: 2,891] | | | | | | [removed: 2,428] [added: 2,720] | | | | | | [removed: 171] [added: 212] | | | | | | [removed: 6] [added: 7] | | |

| Total operating costs | | | | | | [removed: 234,736] [added: 263,627] | | | | | | [removed: 222,470] [added: 234,736] | | | | | | [removed: 208,903] [added: 222,470] | | | | | | [removed: 12,266] [added: 28,891] | | | | | | [removed: 6] [added: 12] | | |

| Earnings from operations | | | | | | [removed: 22,405] [added: 23,970] | | | | | | [removed: 19,685] [added: 22,405] | | | | | | [removed: 17,344] [added: 19,685] | | | | | | [removed: 2,720] [added: 1,565] | | | | | | [removed: 14] [added: 7] | | |

| Interest expense | | | | | | [removed: (1,663)] [added: (1,660)] | | | | | | [removed: (1,704)] [added: (1,663)] | | | | | | [removed: (1,400)] [added: (1,704)] | | | | | | [removed: 41] [added: 3] | | | | | | [removed: (2)] [added: —] | | |

| Earnings before income taxes | | | | | | [removed: 20,742] [added: 22,310] | | | | | | [removed: 17,981] [added: 20,742] | | | | | | [removed: 15,944] [added: 17,981] | | | | | | [removed: 2,761] [added: 1,568] | | | | | | [removed: 15] [added: 8] | | |

| Provision for income taxes | | | | | | [removed: (4,973)] [added: (4,578)] | | | | | | [removed: (3,742)] [added: (4,973)] | | | | | | [removed: (3,562)] [added: (3,742)] | | | | | | [removed: (1,231)] [added: 395] | | | | | | [removed: 33] [added: (8)] | | |

- Optum Health;

- Optum Insight;

- Optum Rx; and

Future medical cost trends may be impacted by increased consumer demand for care, potentially even higher acuity care, due to the temporary deferral of care since the onset of the pandemic.

In 2021, overall care activity continued to increase, including a mix of temporary deferral of care activity and COVID-19 related care costs.

In future periods, care patterns may moderately exceed normal baselines as previously deferred care is obtained and acuity temporarily rises due to missed regular care.

Optum. COVID-19 related care costs continued to impact our Optum Health value-based care delivery businesses, which were partially offset by the continued temporary deferral of care.

The temporary deferral of care reduced fee-for-service care delivery volume, as well as Optum Insight and Optum Rx volume-based business activity, although we expect the impact to continue decreasing as care returns to, and potentially exceeds, normal levels.

UnitedHealthcare. In 2021, we continued expanded benefit coverage in areas such as COVID-19 related care and testing, telemedicine, and pharmacy; we also continued to assist our customers, care providers, members and communities in addressing the COVID-19 crisis.

UnitedHealthcare’s 2021 results of operations were negatively impacted by COVID-19 related care and testing, rebate requirements and other revenue impacts, as well as broader economic impacts, partially offset by the continued deferral of care.

The increase in people served through Medicaid was attributable in part to continuing action by states to ease eligibility redetermination requirements due to the COVID-19 public health emergency.

- UnitedHealthcare served 2.1 million more people domestically, primarily driven by growth in community and senior programs.

- Earnings from operations increased by 7%, including an increase of 19% at Optum, partially offset by a decrease of 3% at UnitedHealthcare.

Revenues

Medical costs and the MCR were also impacted by increased prior year favorable reserve development.

| Optum Health | | | | | | 54,065 | | | | | | 39,808 | | | | | | 30,317 | | | | | | 14,257 | | | | | | 36 | | |

| Optum Insight | | | | | | 12,199 | | | | | | 10,802 | | | | | | 10,006 | | | | | | 1,397 | | | | | | 13 | | |

| Optum Rx | | | | | | 91,314 | | | | | | 87,498 | | | | | | 74,288 | | | | | | 3,816 | | | | | | 4 | | |

| Optum Health | | | | | | 4,462 | | | | | | 3,434 | | | | | | 2,963 | | | | | | 1,028 | | | | | | 30 | | |

| Optum Insight | | | | | | 3,398 | | | | | | 2,725 | | | | | | 2,494 | | | | | | 673 | | | | | | 25 | | |

| Optum Rx | | | | | | 4,135 | | | | | | 3,887 | | | | | | 3,902 | | | | | | 248 | | | | | | 6 | | |

| Optum Health | | | | | | 8.3 | | | | | | 8.6 | | | | | | 9.8 | | | | | | (0.3) | | | | | | | | |

| Optum Insight | | | | | | 27.9 | | | | | | 25.2 | | | | | | 24.9 | | | | | | 2.7 | | | | | | | | |

| Optum Rx | | | | | | 4.5 | | | | | | 4.4 | | | | | | 5.3 | | | | | | 0.1 | | | | | | | | |

| (in millions, except percentages) | | | | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | 2021 vs. 2020 | | | | | | | | |

Earnings from operations decreased due to increased COVID-19 related care costs and the impacts of COVID-19 on risk adjusted business, partially offset by higher temporary deferral of care and growth in people served across our domestic businesses.

Optum Health

Revenues at Optum Health increased primarily due to organic growth in value-based arrangements, acquisitions in care delivery and the impact of COVID-19 at our fee-based businesses as consumers resumed elective care.

Earnings from operations increased due to the factors impacting revenues as well as cost management initiatives and increased investment income.

COVID-19 related care costs and temporary care deferrals affected earnings from operations at our value-based and fee-based businesses in offsetting manners.

Optum Insight

Revenues and earnings from operations at Optum Insight increased due to growth in technology and managed services, including expanding relationships serving health systems.

Earnings from operations also increased due to productivity gains and cost management initiatives.

Optum Rx

Revenues and earnings from operations at Optum Rx increased due to higher script volumes from growth in people served, increased utilization and organic growth in pharmacy care services.

Earnings from operations also increased as a result of continued supply chain and cost management initiatives.

Optum Rx fulfilled 1.4 billion and 1.3 billion adjusted scripts in 2021 and 2020, respectively.

In addition to the factors contributing to revenue growth, adjusted scripts also increased due to the dispensing of COVID-19 vaccines.

| Purchases of redeemable noncontrolling interests | | | | | | (1,338) | | | | | | — | | | | | | (618) | | | | | | (1,338) | | |

| Other | | | | | | (1,549) | | | | | | (965) | | | | | | (619) | | | | | | (584) | | |

- OptumHealth;

- OptumInsight;

- OptumRx; and

During the second quarter, the global health system experienced unprecedented levels of care deferral, which impacted all of our businesses.

As the pandemic advanced, access to and demand for care was most constrained from mid-March through April, began to recover in May and June and restored to near normal seasonal levels in the third quarter.

Care patterns continued to normalize in the fourth quarter, returning to, and even exceeding, seasonal baselines, including COVID-19 treatment and testing costs, towards the end of the quarter.

The temporary deferral of care experienced in 2020 may cause care patterns to moderately exceed normal baselines in future periods as utilization of health system capacity continues to increase.

Optum. The temporary deferral of care impacted the Optum businesses for the year ended December 31, 2020.

For example, our fee-for-service care delivery business, such as traditional procedure work at our ambulatory surgery centers, was negatively impacted, while our risk-based care delivery business performance reflected lower demand for care.

Our OptumInsight and OptumRx volume-based businesses were negatively impacted by the lower level of care encounters which took place, as well as by broader economic factors, contributing to lower managed services and prescription volume.

As the health system returned to normal seasonally adjusted levels of care, we have seen business activity approach normal levels.

The impact of COVID-19 on our care provider and payer clients could impact the volume and types of services Optum provides, as well as the pacing of potential new business opportunities.

UnitedHealthcare. During 2020, we expanded benefit coverage in areas such as COVID-19 care and testing, telemedicine, and pharmacy benefits; provided customers assistance in the form of co-pay waivers and premium forgiveness; offered additional enrollment opportunities to those who previously declined employer-sponsored offerings; extended certain premium payment terms for customers experiencing financial hardship; simplified administrative practices; and accelerated payments to care providers, all with the aim of assisting our customers, care providers, members and communities in addressing the COVID-19 crisis.

Temporary care deferrals significantly impacted UnitedHealthcare’s results of operations for the year ended December 31, 2020.

Enrollment in our commercial products declined primarily due to employer actions in response to the pandemic.

Increased consumer demand for care, potentially even higher acuity care, along with continued COVID-19 care and testing costs are expected to result in increased future medical costs.

The ACA had an annual, nondeductible insurance industry tax (Health Insurance Industry Tax) to be levied proportionally across the insurance industry for risk-based health insurance products.

Pricing for contracts covering some portion of calendar year 2021 reflected the permanent repeal of the Health Insurance Industry Tax.

We are increasingly rewarding care providers for delivering improvements in quality and cost-efficiency.

As of December 31, 2020, we served nearly 18 million people through some form of aligned contractual arrangement, including full-risk, shared-risk and bundled episode-of-care and performance incentive payment approaches.

ACA Tax. After a moratorium in 2019, the industry-wide amount of the Health Insurance Industry Tax for 2020, which was primarily borne by customers, was $15.5 billion, with our portion being approximately $3.0 billion.

- UnitedHealthcare served 420,000 fewer people domestically primarily due to increased unemployment and attrition in commercial group benefits, partially offset by growth in government programs.

- Earnings from operations increased by 14%, including increases of 20% at UnitedHealthcare and 7% at Optum.

Revenue

The increases were partially offset by decreased individuals served through our commercial and Global benefits businesses, certain voluntary customer assistance programs and rebate requirements.

Revenues were also negatively impacted by decreases in our fee-for-service care delivery and other volume-based businesses, primarily as a result of the care deferral and economic impacts of COVID-19.

| OptumHealth | | | | | | 39,808 | | | | | | 30,317 | | | | | | 24,145 | | | | | | 9,491 | | | | | | 31 | | |

| OptumInsight | | | | | | 10,802 | | | | | | 10,006 | | | | | | 9,008 | | | | | | 796 | | | | | | 8 | | |

| OptumRx | | | | | | 87,498 | | | | | | 74,288 | | | | | | 69,536 | | | | | | 13,210 | | | | | | 18 | | |

| OptumHealth | | | | | | 3,434 | | | | | | 2,963 | | | | | | 2,430 | | | | | | 471 | | | | | | 16 | | |

| OptumInsight | | | | | | 2,725 | | | | | | 2,494 | | | | | | 2,243 | | | | | | 231 | | | | | | 9 | | |

| OptumRx | | | | | | 3,887 | | | | | | 3,902 | | | | | | 3,558 | | | | | | (15) | | | | | | — | | |

| OptumHealth | | | | | | 8.6 | | | | | | 9.8 | | | | | | 10.1 | | | | | | (1.2) | | | | | | | | |

| OptumInsight | | | | | | 25.2 | | | | | | 24.9 | | | | | | 24.9 | | | | | | 0.3 | | | | | | | | |

| OptumRx | | | | | | 4.4 | | | | | | 5.3 | | | | | | 5.1 | | | | | | (0.9) | | | | | | | | |

The decrease in people served by UnitedHealthcare Global is a result of increased unemployment and underwriting discipline.

In 2020, earnings from operations increased due to the deferral of care caused by COVID-19 on the health system and the factors impacting revenue, partially offset by the return of the Health Insurance Industry Tax, COVID-19 care and testing costs, customer assistance programs and broader economic effects.

Total revenues increased as each segment reported revenue growth.

OptumHealth

Revenue and earnings at OptumHealth increased primarily due to organic growth and acquisitions in risk-based care delivery.

As of December 31, [removed: 2020,] [added: 2021,] we had [removed: $20] [added: $25] billion of financial assets on which the interest rates received vary with market interest rates, which may significantly impact our investment income.

Also as of December 31, [removed: 2020, $8] [added: 2021, $7] billion of our financial liabilities, which include [removed: commercial paper,] debt and deposit liabilities, were at interest rates which vary with market rates, either directly or through the use of related interest rate swap contracts.

As of December 31, [removed: 2020,] [added: 2021,] $37 billion of our investments were fixed-rate debt securities and $45 billion of our debt was non-swapped fixed-rate term debt.

The following tables summarize the impact of hypothetical changes in market interest rates across the entire yield curve by 1% point or 2% points as of December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] on our investment income and interest expense per annum and the fair value of our investments and debt (in millions, except percentages):

Note: Given the low absolute level of short-term market rates on our floating-rate assets and liabilities as of December 31, [added: 2021 and] 2020, the assumed hypothetical change in interest rates does not reflect the full 100 and 200 basis point reduction in interest income or interest expense, as the rates are assumed not to fall below zero.

As of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] some of our investments had interest rates below 2% so the assumed hypothetical change in the fair value of investments does not reflect the full 200 basis point reduction.

For example, as of December 31, [removed: 2020,] [added: 2021,] a hypothetical 10% and 25% increase in the value of the U.S. dollar against those currencies would have caused a reduction in net assets of approximately [removed: $535] [added: $520] million and [removed: $1.2] [added: $1.1] billion, respectively.

As of December 31, [removed: 2020,] [added: 2021,] we had [removed: $2.3] [added: $3.5] billion of investments in equity securities, primarily consisting of investments in employee savings plan related [added: investments, other venture] investments and non-U.S. dollar fixed-income funds.

| | | | | | | December 31, 2021 | | | | | | | | | | | | | | | | | | | | |

| 2 % | | | | | | $ | 499 | | | | | $ | 133 | | | | | $ | (3,080) | | | | | $ | (8,664) | |

| 1 | | | | | | 250 | | | | | | 67 | | | | | | (1,564) | | | | | | (4,723) | | |

| (1) | | | | | | (85) | | | | | | (7) | | | | | | 1,398 | | | | | | 5,655 | | |

| (2) | | | | | | (85) | | | | | | (7) | | | | | | 1,857 | | | | | | 10,892 | | |

| | | | | | | December 31, 2019 | | | | | | | | | | | | | | | | | | | | |

| 2% | | | | | | $ | 282 | | | | | $ | 185 | | | | | $ | (2,668) | | | | | $ | (6,813) | |

| 1 | | | | | | 141 | | | | | | 93 | | | | | | (1,331) | | | | | | (3,704) | | |

| (1) | | | | | | (141) | | | | | | (93) | | | | | | 1,246 | | | | | | 4,433 | | |

| (2) | | | | | | (282) | | | | | | (185) | | | | | | 2,071 | | | | | | 9,613 | | |

UnitedHealth Group [added: Incorporated] is a [removed: diversified] health care [added: and well-being] company with a mission to help people live healthier lives and help make the health system work better for everyone.

Our two [added: distinct, yet] complementary [removed: businesses] [added: business platforms] — Optum and UnitedHealthcare — are [removed: driven by this unified mission and vision] [added: working] to [removed: improve] [added: help build a modern, high-performing] health [removed: care] [added: system through improved] access, affordability, [removed: experiences and] outcomes [added: and experiences] for the individuals and organizations we are privileged to serve.

[removed: Our] [added: The] ability to analyze complex data and apply deep health care expertise and insights allows us to serve people, care providers, businesses, communities and governments with more innovative products and complete, end-to-end offerings for many of the biggest challenges facing health care today.

Optum serves the broad health care marketplace, including payers, care providers, employers, governments, life sciences companies and consumers, through its [removed: OptumHealth, OptumInsight] [added: Optum Health, Optum Insight] and [removed: OptumRx] [added: Optum Rx] businesses.

These businesses [removed: have dedicated units to help] improve overall health system performance [removed: through] [added: by] optimizing care [removed: quality,] [added: quality and delivery,] reducing costs and improving consumer [removed: experience] and [removed: care] provider [removed: performance,] [added: experience,] leveraging distinctive capabilities in data and analytics, pharmacy care services, [removed: population health,] health care [removed: delivery] [added: operations, population health] and health care [removed: operations.][added: delivery.]

UnitedHealthcare Global provides health and dental benefits and hospital and clinical services to employer groups and individuals in South America, and [added: through] other diversified global health [removed: businesses.][added: services.]

[removed: Our two business platforms] [added: We] have four reportable segments:

- Those who need care: [removed: the] consumers who need the right [removed: support,] [added: care,] information, [removed: resources and] [added: resources,] products [added: and engagement] to [added: improve their health,] achieve their health [removed: goals.][added: goals and receive an improved patient experience that is personalized and holistic and delivered in all care settings, including in-home and virtually.]

- Those who provide care: pharmacies, hospitals, [removed: physicians, practices] [added: physicians] and other health care facilities seeking to [removed: modernize] [added: improve] the health system and [removed: support] [added: reduce] the [added: administrative burden allowing for providers to focus time on patients leading to the] best possible patient care and [removed: experiences.][added: experiences while achieving better health outcomes at lower costs.]

- Those who pay for care: employers; health plans; and state, federal and municipal agencies devoted to ensuring the populations they sponsor receive high-quality care, administered and delivered efficiently and [removed: effectively.][added: effectively, all while driving health equity so that every individual, family and community has access to the care they need.]

- [removed: OptumHealth focuses on care delivery,] [added: Optum Health delivers care,] care management, wellness and consumer engagement, and health financial services;

- [removed: OptumInsight] [added: Optum Insight] offers data, analytics, research, consulting, technology and managed services solutions; and

- [removed: OptumRx] [added: Optum Rx] provides a diversified array of pharmacy care services.

[removed: OptumHealth] [added: Optum Health] provides health and wellness care, addressing the physical, emotional and health-related financial needs of [removed: 98] [added: 100] million consumers, through a national health care delivery platform which engages people in the most appropriate care settings, including [removed: their homes.][added: clinical sites, in-home and virtual.]

[removed: OptumHealth] [added: Optum Health delivers local primary, in-home, specialty, surgical and urgent care;] helps patients and providers navigate and address complex, chronic and behavioral health needs; [removed: delivers local primary, specialty, surgical and urgent care;] offers post-acute care planning services; and serves consumers and care providers through advanced, on-demand digital health technologies, such as telehealth and remote patient monitoring, and innovative health care financial services.

[removed: OptumHealth] [added: Optum Health] enables care [removed: providers’] [added: providers to] transition from traditional fee-for-service payment models to performance-based delivery and payment models [added: designed] to improve patient health [added: outcomes] and [removed: outcomes.][added: experience through value-based care.]

Through strategic partnerships, alliances and ownership arrangements, [removed: OptumHealth] [added: Optum Health] helps care providers adopt new approaches and technologies improving the coordination of care across providers to [removed: more comprehensively] serve [removed: patients.][added: patients more comprehensively.]

Optum Financial, including Optum Bank, serves consumers through [removed: 7.6] [added: 8] million health savings and other accounts and has more than [removed: $16] [added: $19] billion in assets under management as of December 31, [removed: 2020.][added: 2021.]

During [removed: 2020,] [added: 2021,] Optum Financial processed [removed: $178] [added: $264] billion in digital medical payments to physicians and other health care providers.

Organizations across the health system rely on Optum [added: Financial] to manage and improve payment flows through its highly automated, scalable, digital payment systems.

[removed: OptumHealth] [added: Optum Health] offers its products on a risk basis, assuming responsibility for health care costs in exchange for a monthly premium, on an administrative fee basis, managing or administering products and services in exchange for a monthly fee, [removed: or] [added: and] on a fee-for-service basis, delivering medical services to patients in exchange for a contracted fee.

For financial services offerings, [removed: OptumHealth] [added: Optum Health] charges fees and earns investment income on managed funds.

[removed: OptumHealth] [added: Optum Health] sells its products primarily through its direct sales force, strategic collaborations and external producers in three key areas: [removed: employers] [added: employers,] including large, mid-sized and small employers; payers including health plans, [removed: TPAs,] [added: third-party administrators (TPAs),] underwriter/stop-loss carriers and individual product intermediaries; and government entities including the U.S. Departments of Health and Human Services (HHS), Veterans Affairs, Defense, and other federal, state and local health care agencies.

Hospital systems, physicians, health plans, state governments, life sciences companies and other organizations comprising the health care industry depend on [removed: OptumInsight] [added: Optum Insight] to help them improve performance, [removed: achieve efficiency,] reduce costs, advance quality, meet compliance mandates and modernize their core operating systems to meet the changing needs of the health system.

[removed: OptumInsight] [added: Optum Insight] serves the needs of health systems [removed: (e.g.,] [added: (such as] physicians and hospital systems), health plans, state governments and life sciences companies.

*Health Plans.* Serves health plans by improving financial performance and enhancing outcomes through proactive analytics, a comprehensive payment integrity portfolio and [added: technology-enabled and] staff-supported risk and quality services.

[removed: OptumInsight] [added: Optum Insight] helps health plans navigate a dynamic environment defined by shifts in employer vs. government-sponsored coverage, the demand for affordable benefit plans and the need to leverage new technology to reduce complexity.

*Life Sciences Companies.* Combines data and analytics expertise with comprehensive technologies and health care knowledge to help life sciences [removed: companies] [added: companies, including those in pharmaceuticals and medical technology,] adopt a more comprehensive approach to advancing therapeutic discoveries and improving clinical outcomes.

Many of [removed: OptumInsight’s] [added: Optum Insight’s] software and information products and professional services are delivered over extended periods, often several years.

[removed: OptumInsight] [added: Optum Insight] maintains an order backlog to track unearned revenues under these long-term arrangements.

The backlog consists of estimated revenue from signed contracts, other legally binding agreements and anticipated contract renewals based on historical experience with [removed: OptumInsight’s] [added: Optum Insight’s] customers.

[removed: OptumInsight’s] [added: Optum Insight’s] aggregate backlog as of December 31, [removed: 2020] [added: 2021] was approximately [removed: $20.2] [added: $22.4] billion, of which [removed: $10.5] [added: $12.1] billion is expected to be realized within the next 12 months.

The aggregate backlog includes [removed: $7.5] [added: $8.9] billion related to affiliated agreements.

[removed: OptumInsight’s] [added: Optum Insight’s] aggregate backlog as of December 31, [removed: 2019,] [added: 2020,] was [removed: $19.3] [added: $20.2] billion.

[removed: OptumInsight’s] [added: Optum Insight’s] products and services are sold primarily through a direct sales force.

[removed: OptumInsight’s] [added: Optum Insight’s] products are also supported and distributed through an array of alliances and business partnerships with other technology vendors, who integrate and interface [removed: OptumInsight’s] [added: Optum Insight’s] products with their applications.

[removed: OptumRx] [added: Optum Rx] provides a full spectrum of pharmacy care services through its network of more than 67,000 retail pharmacies, [removed: multiple] [added: through] home delivery, specialty and community health pharmacies and through the provision of in-home and [removed: pharmacy] [added: community-based] infusion services.

[removed: OptumRx manages limited and ultra-limited distribution drugs in oncology, HIV, pain management and ophthalmology and] [added: Optum Rx] serves the growing pharmacy needs of people with behavioral health and substance use [removed: disorders, particularly Medicare and Medicaid beneficiaries.][added: disorders.]

In [removed: 2020, OptumRx] [added: 2021, Optum Rx] managed [removed: $105] [added: $112] billion in pharmaceutical spending, including [removed: $46] [added: $45] billion in specialty pharmaceutical spending.

[removed: OptumRx] [added: Optum Rx] serves health benefits providers, large national employer plans, unions and trusts, purchasing coalitions and government entities.

OUR BUSINESSES

Optum combines clinical expertise, technology and data to empower people, partners and providers with the guidance and tools they need to achieve better health.

UnitedHealthcare offers a full range of health benefits, enabling affordable coverage, simplifying the health care experience, improving consumer health, advancing health equity and delivering access to high-quality care.

- Optum Health;

- Optum Insight;

- Optum Rx; and

Improved health outcomes are achieved by leveraging our clinical expertise, data and analytics to better predict, prevent and intercept consumers’ health conditions and ensure they receive the best evidence-based care.

Optum Health

Optum Health works directly with consumers, care delivery systems, providers, employers, payers, and government entities to provide high quality accessible and equitable care with improved outcomes and reduced total cost of care.

Optum Insight

Optum Insight connects the health care system with services, analytics and platforms that make clinical, administrative and financial processes easier for all participants in the health care system.

Optum Rx

It also offers a direct-to-consumer business.

Optum Rx manages a broad range of prescription drug spend, including widely available retail drugs as well as limited and ultra-limited distribution drugs in oncology, HIV, pain management and ophthalmology.

UnitedHealthcare Employer & Individual’s major product families include consumer engagement products, such as high-deductible consumer driven benefit plans and a variety of innovative consumer centric products; traditional products; clinical and pharmacy products; and specialty benefits, such as vision, dental, hearing, accident protection, critical illness, disability and hospital indemnity offerings.

UnitedHealthcare Employer & Individual’s clinical programs include: wellness programs, decision support, utilization management, case and disease management, complex condition management, on-site programs, incentives to reinforce positive behavior change, mental health/substance use disorder management and employee assistance programs.

For those who prefer traditional fee-for-service Medicare, UnitedHealthcare Medicare & Retirement offers both Medicare

The regulations can vary significantly among jurisdictions and the interpretation of them are subject to frequent change.

Most state insurance

Non-U.S. Regulation

Similar to other businesses, in 2021 we have experienced moderately higher levels of employment attrition and COVID-19 continues to drive unplanned absences, but due to increased recruiting capacity and upgraded digital capabilities our workforce continues to be able to meet the needs of those we serve.

| Marianne D. Short | | | | | | 70 | | | | | | Executive Vice President and Chief Legal Officer | | |

| Brian R. Thompson | | | | | | 47 | | | | | | Chief Executive Officer of UnitedHealthcare | | |

*Ms. Short* has served as Executive Vice President and Chief Legal Officer of UnitedHealth Group from January 2013 to January 2021 and from June 2021 to present.

Prior to joining UnitedHealth Group, Ms. Short served as the Managing Partner at Dorsey & Whitney LLP, an international law firm, from January 2007 to December 2012.

Prior to this role, he served as Chief Executive Officer of UnitedHealthcare's government programs including Medicare & Retirement and Community & State from 2017 to 2021; as Chief Financial Officer of UnitedHealthcare’s Employer & Individual and Medicare & Retirement businesses from 2010 to 2017; as Financial Controller of UnitedHealthcare's Employer & Individual business from 2008 to 2010; and as Director, Corporate Development from 2004 to 2008.

INTRODUCTION

- We seek to enhance the performance of the health system and improve the overall health and well-being of the people we serve and their communities.

- We work with health care professionals and other key partners to expand access to quality health care, so people get the care they need at an affordable price.

- We support the patient-physician relationship and empower people with the information, guidance and tools they need to make personal health choices and decisions.

The breadth and scope of our diversified company help to consistently improve health care quality, access and affordability.

Optum is an information and technology-enabled health services businesses delivering services to help modernize the health system and improve overall population health.

UnitedHealthcare offers a full spectrum of health benefit programs.

Through Optum and UnitedHealthcare, in 2020, we processed nearly a trillion dollars in gross billed charges and we managed more than $250 billion in aggregate health care spending on behalf of the customers and consumers we serve.

Our revenues are derived from premiums on risk-based products; product revenues from pharmacy care services; fees from care delivery, management, administrative, technology, consulting and managed outsourced services; sales of a wide variety of products and services related to the broad health care industry; and investment and other income.

- OptumHealth;

- OptumInsight;

- OptumRx; and

OptumHealth

OptumHealth works directly with consumers, care delivery systems, employers, payers, and government entities to improve quality, patient and provider satisfaction while lowering cost.

OptumInsight

OptumInsight brings together advanced analytics, technology and health care expertise to deliver integrated services and solutions.

OptumInsight cannot provide any assurance it will be able to realize all of the revenues included in the backlog due to uncertainties with regard to the timing and scope of services and the potential for cancellation, non-renewal or early termination of service arrangements.

OptumRx

OptumRx’s comprehensive whole-person approach to pharmacy care services integrates demographic, medical, laboratory, pharmaceutical and other clinical data and applies analytics to drive clinical care insight to support care treatments and compliance, benefiting clients and individual consumers through enhanced services, elevated clinical quality and cost trend management.

UnitedHealthcare Employer & Individual typically distributes its products through consultants or direct sales in the larger employer and public sector segments.

In the smaller group segment of the commercial marketplace, UnitedHealthcare Employer & Individual’s distribution system consists primarily of direct sales and sales through collaboration with brokers and agents.

UnitedHealthcare Employer & Individual also distributes products through wholesale agents or agencies who contract with health insurance carriers to distribute individual or group benefits and provide other related services to their customers.

UnitedHealthcare Employer & Individual’s major product families include:

*Consumer Engagement Products.* Consumer engagement products couple plan design with financial accounts to increase individuals’ responsibility for their health and well-being.

This suite of products includes high-deductible consumer-driven benefit plans, which include health reimbursement accounts (HRAs), health savings accounts (HSAs) and consumer engagement services such as personalized behavioral incentive programs, consumer education and other digital offerings.

We also offer and have been developing a variety of innovative consumer-centric products aligning with the unique needs and financial means of our customers, while engaging individuals in better managing their health.

*Traditional Products.* Traditional products include a full range of medical benefits and network options, and offer a spectrum of covered services, including preventive care, direct access to specialists and catastrophic protection.

*Clinical and Pharmacy Products.* UnitedHealthcare Employer & Individual offers a comprehensive suite of clinical and pharmacy care services products which complement its service offerings by improving quality of care, engaging consumers and providing cost-saving options.

Consumers served by UnitedHealthcare Employer & Individual can access clinical products to help them make better health care decisions and better use of their medical benefits which contribute to improved health and lowered medical expenses.

UnitedHealthcare Employer & Individual’s clinical programs include:

- wellness programs;

- decision support;

- utilization management;

- case and disease management;

- complex condition management;

- on-site programs, including biometrics and flu shots;

- incentives to reinforce positive behavior change;

- mental health/substance use disorder management; and

- employee assistance programs.

*Specialty Offerings.* Through its broad network, UnitedHealthcare Employer & Individual delivers dental, vision, hearing and other specialty benefits, including accident protection, critical illness, disability and hospital indemnity offerings, using an integrated approach in private and retail settings.

The information required by this Item 3 is incorporated herein by reference to the information set forth under the captions “Legal Matters” and “Governmental Investigations, Audits and Reviews” in [Note 12 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial [removed: Statements.”](#i905ff133ec1d4003886c9962a587c1d4_220)][added: Statements](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_217) [and](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_217) [Supplementary](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_217) [Data](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_217)[”](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_217)]

For the fiscal year ended December 31, [removed: 2020][added: 2021]

[removed: ][added: ]

The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, [removed: 2020] [added: 2021] was [removed: $281,771,756,077] [added: $376,162,785,060] (based on the last reported sale price of [removed: $294.95] [added: $400.44] per share on June 30, [removed: 2020,] [added: 2021 as reported] on the [added: on the] New York Stock Exchange), excluding only shares of voting stock held beneficially by directors, executive officers and subsidiaries of the registrant.

As of January [removed: 29, 2021,] [added: 31, 2022,] there were [removed: 945,319,404] [added: 940,899,146] shares of the registrant’s Common Stock, $.01 par value per share, issued and outstanding.

The information required by Part III of this report, to the extent not set forth herein, is incorporated by reference from the registrant’s definitive proxy statement relating to its [removed: 2021] [added: 2022] Annual Meeting of Shareholders.

| Item 1. | | | [removed: [Business](#i905ff133ec1d4003886c9962a587c1d4_13)] [added: [Business](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_13)] | | | [removed: [1](#i905ff133ec1d4003886c9962a587c1d4_13)] [added: [1](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i905ff133ec1d4003886c9962a587c1d4_22)] [added: Factors](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_22)] | | | [removed: [12](#i905ff133ec1d4003886c9962a587c1d4_22)] [added: [11](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_22)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i905ff133ec1d4003886c9962a587c1d4_25)] [added: Comments](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_25)] | | | [removed: [23](#i905ff133ec1d4003886c9962a587c1d4_25)] [added: [22](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_25)] | | |

| Item 2. | | | [removed: [Properties](#i905ff133ec1d4003886c9962a587c1d4_28)] [added: [Properties](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_28)] | | | [removed: [23](#i905ff133ec1d4003886c9962a587c1d4_28)] [added: [22](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i905ff133ec1d4003886c9962a587c1d4_31)] [added: Proceedings](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_31)] | | | [removed: [23](#i905ff133ec1d4003886c9962a587c1d4_31)] [added: [22](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i905ff133ec1d4003886c9962a587c1d4_34)] [added: Disclosures](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_34)] | | | [removed: [23](#i905ff133ec1d4003886c9962a587c1d4_34)] [added: [22](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_34)] | | |

| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i905ff133ec1d4003886c9962a587c1d4_40)] [added: Securities](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_40)] | | | [removed: [23](#i905ff133ec1d4003886c9962a587c1d4_40)] [added: [23](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i905ff133ec1d4003886c9962a587c1d4_52)] [added: Operations](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_52)] | | | [removed: [25](#i905ff133ec1d4003886c9962a587c1d4_52)] [added: [25](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_52)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i905ff133ec1d4003886c9962a587c1d4_70)] [added: Risk](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_70)] | | | [removed: [35](#i905ff133ec1d4003886c9962a587c1d4_70)] [added: [35](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_70)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i905ff133ec1d4003886c9962a587c1d4_235)] [added: Disclosure](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_226)] | | | [removed: [67](#i905ff133ec1d4003886c9962a587c1d4_235)] [added: [67](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_226)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i905ff133ec1d4003886c9962a587c1d4_238)] [added: Procedures](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_229)] | | | [removed: [67](#i905ff133ec1d4003886c9962a587c1d4_238)] [added: [67](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_229)] | | |

| Item 9B. | | | [Other [removed: Information](#i905ff133ec1d4003886c9962a587c1d4_253)] [added: Information](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_244)] | | | [removed: [70](#i905ff133ec1d4003886c9962a587c1d4_253)] [added: [70](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_244)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i905ff133ec1d4003886c9962a587c1d4_259)] [added: Governance](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_250)] | | | [removed: [70](#i905ff133ec1d4003886c9962a587c1d4_259)] [added: [70](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_250)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i905ff133ec1d4003886c9962a587c1d4_262)] [added: Compensation](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_253)] | | | [removed: [70](#i905ff133ec1d4003886c9962a587c1d4_262)] [added: [70](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_253)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related [removed: Shareholder Matters](#i905ff133ec1d4003886c9962a587c1d4_265)] [added: S](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_256)[tock](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_256)[holder Matters](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_256)] | | | [removed: [70](#i905ff133ec1d4003886c9962a587c1d4_265)] [added: [71](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_256)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i905ff133ec1d4003886c9962a587c1d4_268)] [added: Independence](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_259)] | | | [removed: [71](#i905ff133ec1d4003886c9962a587c1d4_268)] [added: [71](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_259)] | | |

| Item 14. | | | [Principal [removed: Accounting Fees] [added: Account](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_262)[ant](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_262) [Fees] and [removed: Services](#i905ff133ec1d4003886c9962a587c1d4_271)] [added: Services](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_262)] | | | [removed: [71](#i905ff133ec1d4003886c9962a587c1d4_271)] [added: [71](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_262)] | | |

| Item 15. | | | [Exhibit and Financial Statement [removed: Schedules](#i905ff133ec1d4003886c9962a587c1d4_277)] [added: Schedules](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_268)] | | | [removed: [71](#i905ff133ec1d4003886c9962a587c1d4_277)] [added: [72](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_268)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i905ff133ec1d4003886c9962a587c1d4_298)] [added: Summary](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_289)] | | | [removed: [79](#i905ff133ec1d4003886c9962a587c1d4_298)] [added: [80](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_289)] | | |

| Item 6. | | | [\[Reserved\]](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_49) | | | [24](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_49) | | |

| Item 8. | | | [Financial Statement](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_73)[s](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_73) [and Supplementary Data](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_73) | | | [37](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_73) | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_2785) | | | [70](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_2785) | | |

| [Signatures](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_292) | | | | | | [81](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_292) | | |

(Check one)

| Item 6. | | | [Selected Financial Data](#i905ff133ec1d4003886c9962a587c1d4_49) | | | [24](#i905ff133ec1d4003886c9962a587c1d4_49) | | |

| Item 8. | | | [Financial Statements](#i905ff133ec1d4003886c9962a587c1d4_73) | | | [37](#i905ff133ec1d4003886c9962a587c1d4_73) | | |

| [Signatures](#i905ff133ec1d4003886c9962a587c1d4_301) | | | | | | [80](#i905ff133ec1d4003886c9962a587c1d4_301) | | |

On January [removed: 29, 2021,] [added: 31, 2022,] there were [removed: 11,085] [added: 10,644] registered holders of record of our common stock.

In June [removed: 2020,] [added: 2021,] the Company’s Board of Directors increased the Company’s quarterly cash dividend to shareholders to an annual rate of [removed: $5.00] [added: $5.80] compared to [removed: $4.32] [added: $5.00] per share, which the Company had paid since June [removed: 2019.][added: 2020.]

During the fourth quarter of [removed: 2020,] [added: 2021,] we repurchased [removed: 5.1] [added: 2.3] million shares at an average price of [removed: $334.54] [added: $447.99] per share.

As of December 31, [removed: 2020,] [added: 2021,] we had Board authorization to purchase up to [removed: 58] [added: 45] million shares of our common stock.

The following performance graph compares the cumulative five-year total return to shareholders on our common stock relative to the cumulative total returns of the S&P Health Care Index, the Dow Jones US Industrial Average Index and the S&P 500 index for the five-year period ended December 31, [removed: 2020.][added: 2021.]

The comparisons assume the investment of $100 on December 31, [removed: 2015] [added: 2016] in our common stock and in each index, and dividends were reinvested when paid.

[removed: ][added: ]

| | | | 12/16 | | | | | | 12/17 | | | | | | 12/18 | | | | | | 12/19 | | | | | | 12/20 | | | | | | 12/21 | | |

| UnitedHealth Group | | | $ | 100.00 | | | | | $ | 139.82 | | | | | $ | 160.13 | | | | | $ | 192.13 | | | | | $ | 232.87 | | | | | $ | 338.16 | |

| S&P Health Care Index | | | 100.00 | | | | | | 122.08 | | | | | | 129.97 | | | | | | 157.04 | | | | | | 178.15 | | | | | | 224.70 | | |

| Dow Jones US Industrial Average | | | 100.00 | | | | | | 128.11 | | | | | | 123.65 | | | | | | 154.99 | | | | | | 170.06 | | | | | | 205.68 | | |

| S&P 500 Index | | | 100.00 | | | | | | 121.83 | | | | | | 116.49 | | | | | | 153.17 | | | | | | 181.35 | | | | | | 233.41 | | |

| | | | 12/15 | | | | | | 12/16 | | | | | | 12/17 | | | | | | 12/18 | | | | | | 12/19 | | | | | | 12/20 | | |

| UnitedHealth Group | | | $ | 100.00 | | | | | $ | 138.41 | | | | | $ | 193.52 | | | | | $ | 221.63 | | | | | $ | 265.92 | | | | | $ | 322.31 | |

| S&P Health Care Index | | | 100.00 | | | | | | 97.31 | | | | | | 118.79 | | | | | | 126.47 | | | | | | 152.81 | | | | | | 173.36 | | |

| Dow Jones US Industrial Average | | | 100.00 | | | | | | 116.50 | | | | | | 149.24 | | | | | | 144.05 | | | | | | 180.56 | | | | | | 198.11 | | |

| S&P 500 Index | | | 100.00 | | | | | | 111.96 | | | | | | 136.40 | | | | | | 130.42 | | | | | | 171.49 | | | | | | 203.04 | | |

Not applicable.

| [removed: [Report] [added: [R](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_76)[eport] of Independent Registered Public Accounting [removed: Firm](#i905ff133ec1d4003886c9962a587c1d4_76)] [added: Firm](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_76) [(](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_76)[PCAOB ID No](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_76) [](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_76) 34[)](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_76)] | | | [removed: [38](#i905ff133ec1d4003886c9962a587c1d4_76)] [added: [38](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_76)] | | |

| [Consolidated Balance [removed: Sheets](#i905ff133ec1d4003886c9962a587c1d4_79)] [added: Sheets](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_79)] | | | [removed: [40](#i905ff133ec1d4003886c9962a587c1d4_79)] [added: [40](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_79)] | | |

| [Consolidated Statements of [removed: Operations](#i905ff133ec1d4003886c9962a587c1d4_85)] [added: Operations](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_85)] | | | [removed: [41](#i905ff133ec1d4003886c9962a587c1d4_85)] [added: [41](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_85)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i905ff133ec1d4003886c9962a587c1d4_88)] [added: Income](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_88)] | | | [removed: [42](#i905ff133ec1d4003886c9962a587c1d4_88)] [added: [42](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_88)] | | |

| [Consolidated Statements of Changes in [removed: Equity](#i905ff133ec1d4003886c9962a587c1d4_91)] [added: Equity](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_91)] | | | [removed: [43](#i905ff133ec1d4003886c9962a587c1d4_91)] [added: [43](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_91)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i905ff133ec1d4003886c9962a587c1d4_97)] [added: Flows](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_97)] | | | [removed: [44](#i905ff133ec1d4003886c9962a587c1d4_97)] [added: [44](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_97)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i905ff133ec1d4003886c9962a587c1d4_100)] [added: Statements](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_100)] | | | [removed: [45](#i905ff133ec1d4003886c9962a587c1d4_100)] [added: [45](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_100)] | | |

| [1. Description of [removed: Business](#i905ff133ec1d4003886c9962a587c1d4_103)] [added: Business](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_103)] | | | [removed: [45](#i905ff133ec1d4003886c9962a587c1d4_103)] [added: [45](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_103)] | | |

| [2. Basis of Presentation, Use of Estimates and Significant Accounting [removed: Policies](#i905ff133ec1d4003886c9962a587c1d4_106)] [added: Policies](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_106)] | | | [removed: [45](#i905ff133ec1d4003886c9962a587c1d4_106)] [added: [45](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_106)] | | |

| [5. Property, Equipment and Capitalized [removed: Software](#i905ff133ec1d4003886c9962a587c1d4_184)] [added: Software](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_181)] | | | [removed: [54](#i905ff133ec1d4003886c9962a587c1d4_184)] [added: [54](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_181)] | | |

| [6. Goodwill and Other Intangible [removed: Assets](#i905ff133ec1d4003886c9962a587c1d4_187)] [added: Assets](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_184)] | | | [removed: [54](#i905ff133ec1d4003886c9962a587c1d4_187)] [added: [54](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_184)] | | |

| [7. Medical Costs [removed: Payable](#i905ff133ec1d4003886c9962a587c1d4_193)] [added: Payable](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_190)] | | | [removed: [55](#i905ff133ec1d4003886c9962a587c1d4_193)] [added: [55](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_190)] | | |

| [8. Short-Term Borrowings and Long-Term [removed: Debt](#i905ff133ec1d4003886c9962a587c1d4_196)] [added: Debt](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_193)] | | | [removed: [57](#i905ff133ec1d4003886c9962a587c1d4_196)] [added: [57](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_193)] | | |

| [10. Shareholders’ [removed: Equity](#i905ff133ec1d4003886c9962a587c1d4_208)] [added: Equity](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_205)] | | | [removed: [60](#i905ff133ec1d4003886c9962a587c1d4_208)] [added: [60](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_205)] | | |

| [11. Share-Based [removed: Compensation](#i905ff133ec1d4003886c9962a587c1d4_214)] [added: Compensation](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_211)] | | | [removed: [61](#i905ff133ec1d4003886c9962a587c1d4_214)] [added: [61](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_211)] | | |

| [12. Commitments and [removed: Contingencies](#i905ff133ec1d4003886c9962a587c1d4_220)] [added: Contingencies](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_217)] | | | [removed: [63](#i905ff133ec1d4003886c9962a587c1d4_220)] [added: [63](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_217)] | | |

We have audited the accompanying consolidated balance sheets of UnitedHealth Group Incorporated and Subsidiaries (the "Company") as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in [removed: *Internal] [added: Internal] Control — Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated [removed: March 1, 2021] [added: February 15, 2022] expressed an unqualified opinion on the Company’s internal control over financial reporting.

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit [added: and finance] committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

Judgments made by management include medical cost per member per month trend factors and completion factors, which include assumptions over the time from date of service to claim receipt, the impact of claim levels, [removed: and] processing [removed: cycles.][added: cycles, and consideration of COVID-19.]

- We tested the effectiveness of controls over management’s estimate of the IBNR claim liability balance, including controls over the judgments in both the completion factors and the medical cost per member per month trend [removed: factors.][added: factors, as well as controls over the claims and membership data used in the estimation process.]

[removed: –Performing] [added: ◦Performing] an overlay of the historical claims data used in management’s current year model to the data used in prior periods to validate that there were no material changes to the claims data tested in prior periods.

[removed: –Developing] [added: ◦Developing] an independent estimate of the IBNR claim liability and comparing our estimate to management’s estimate.

[removed: –Performing] [added: ◦Performing] a retrospective review comparing management’s prior year estimate of IBNR to claims processed in [removed: 2020] [added: 2021] with dates of service in [removed: 2019] [added: 2020] or prior.

At December 31, [removed: 2020,] [added: 2021,] the Company’s goodwill balance was [removed: $71] [added: $76] billion.

The [added: annual impairment test indicated that the] fair values of the reporting units exceeded the carrying values as of the impairment testing [removed: date, therefore] [added: date; therefore,] no impairment was recognized.

[removed: –Actual] [added: ◦Actual] results to historical forecasts.

[removed: –Forecasted] [added: ◦Forecasted] information to: internal communications to management and the Board of Directors, industry and economic trends, and analyst reports of revenue and earnings expectations for the Company and its peers.

- We evaluated the impact of changes in management’s forecasts from the October 1, [removed: 2020] [added: 2021] annual measurement date to December 31, [removed: 2020.][added: 2021.]

- With the assistance of our fair value specialists, we evaluated the reasonableness of [removed: the] (1) [added: the] valuation methodologies, including testing the mathematical accuracy of the calculation, (2) the weighting of such valuation methodologies, and (3) discount rate and company specific risks by:

[removed: –Testing] [added: ◦Testing] the source information underlying the determination of the discount rate and the mathematical accuracy of the calculation.

[removed: –Developing] [added: ◦Developing] a range of independent discount rate estimates and comparing to those selected by management.

| (in millions, except per share data) | | | | | | December 31, [removed: 2020] [added: 2021] | | | | | | December 31, [removed: 2019] [added: 2020] | | |

| Cash and cash equivalents | | | | | | $ | [removed: 16,921] [added: 21,375] | | | | | $ | [removed: 10,985] [added: 16,921] | |

| Short-term investments | | | | | | [removed: 2,860] [added: 2,532] | | | | | | [removed: 3,260] [added: 2,860] | | |

| Accounts receivable, net of allowances of [removed: $990] [added: $954] and [removed: $519] [added: $990] | | | | | | [removed: 12,870] [added: 14,216] | | | | | | [removed: 11,822] [added: 12,870] | | |

| Other current receivables, net of allowances of [removed: $1,047] [added: $993] and [removed: $859] [added: $1,047] | | | | | | [removed: 12,534] [added: 13,866] | | | | | | [removed: 9,640] [added: 12,534] | | |

| Assets under management | | | | | | [removed: 4,076] [added: 4,449] | | | | | | [removed: 3,076] [added: 4,076] | | |

| Prepaid expenses and other current assets | | | | | | [removed: 4,457] [added: 5,320] | | | | | | [removed: 3,851] [added: 4,457] | | |

| [3. Investments](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_169) | | | [50](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_169) | | |

| [4. Fair Value](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_175) | | | [51](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_175) | | |

| [9. Income Taxes](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_199) | | | [58](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_199) | | |

| [13. Segment Financial Information](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_223) | | | [64](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_223) | | |

At December 31, 2021 the Company’s IBNR balance was $17 billion.

| February 15, 2022 | | |

See [Notes to the Consolidated Financial Statements](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_100)

See [Notes to the Consolidated Financial Statements](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_100)

| Net earnings | | | | | | | | | | | | | | | | | | | | | | | | 17,285 | | | | | | | | | | | | | | | | | | 360 | | | | | | 17,645 | | |

| Other comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (913) | | | | | | (657) | | | | | | | | | | | | (1,570) | | |

| Balance at December 31, 2021 | | | | | | 941 | | | | | | $ | 10 | | | | | $ | — | | | | | $ | 77,134 | | | | | $ | 423 | | | | | $ | (5,807) | | | | | $ | 3,285 | | | | | $ | 75,045 | |

See [Notes to the Consolidated Financial Statements](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_100)

| Depreciation and amortization | | | | | | 3,103 | | | | | | 2,891 | | | | | | 2,720 | | |

| Purchases of redeemable noncontrolling interests | | | | | | (1,338) | | | | | | — | | | | | | (618) | | |

See [Notes to the Consolidated Financial Statements](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_100)

Under these value-based arrangements, the Company enters into agreements with health plans to stand ready to deliver, integrate, direct and control certain health care services for the individuals enrolled.

In exchange, the Company receives a premium that is typically paid on a per-member per-month basis.

The Company considers these value-based arrangements to represent a single performance obligation where premium revenues are recognized in the period in which health care services are made available.

The actuarial

| (in millions) | | | | | | 2021 | | | | | | 2020 | | |

| Redemptions | | | | | | (1,338) | | | | | | — | | |

The permanent repeal of the tax impacts year-over-year comparability of our financial statements, including revenues, operating costs, medical care ratio (MCR), operating cost ratio, effective tax rate and cash flows from operations.

| December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Corporate obligations | | | | | | 20,947 | | | | | | 372 | | | | | | (145) | | | | | | 21,174 | | |

| Total debt securities | | | | | | $ | 40,310 | | | | | $ | 826 | | | | | $ | (276) | | | | | $ | 40,860 | |

| Due in one year or less | | | | | | $ | 2,603 | | | | | $ | 2,614 | | | | | $ | 235 | | | | | $ | 236 | |

| Total debt securities | | | | | | $ | 39,669 | | | | | $ | 40,217 | | | | | $ | 641 | | | | | $ | 643 | |

| December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Corporate obligations | | | | | | 9,357 | | | | | | (130) | | | | | | 376 | | | | | | (15) | | | | | | 9,733 | | | | | | (145) | | |

For the year ended December 31, 2021, the Company recognized $840 million of unrealized gains in investment and other income related to fair value adjustments on equity securities primarily in our venture portfolio, based on transactions of the same or similar security.

| December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Corporate obligations | | | | | | 40 | | | | | | 20,916 | | | | | | 218 | | | | | | 21,174 | | |

| Equity securities | | | | | | 2,090 | | | | | | 23 | | | | | | 64 | | | | | | 2,177 | | |

| Assets under management | | | | | | 1,972 | | | | | | 2,376 | | | | | | 101 | | | | | | 4,449 | | |

| December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Debt securities - held-to-maturity | | | | | | $ | 534 | | | | | $ | 102 | | | | | $ | 7 | | | | | $ | 643 | | | | | $ | 641 | |

| (in millions) | | | | | | UnitedHealthcare | | | | | | Optum Health | | | | | | Optum Insight | | | | | | Optum Rx | | | | | | Consolidated | | |

| Acquisitions | | | | | | 60 | | | | | | 4,648 | | | | | | 96 | | | | | | — | | | | | | 4,804 | | |

| Balance at December 31, 2021 | | | | | | $ | 27,389 | | | | | $ | 24,224 | | | | | $ | 8,619 | | | | | $ | 15,563 | | | | | $ | 75,795 | |

| | | | | | | 2021 | | | | | | | | | | | | 2020 | | | | | | | | |

| [3. Investments](#i905ff133ec1d4003886c9962a587c1d4_172) | | | [50](#i905ff133ec1d4003886c9962a587c1d4_172) | | |

| [4. Fair Value](#i905ff133ec1d4003886c9962a587c1d4_178) | | | [51](#i905ff133ec1d4003886c9962a587c1d4_178) | | |

| [9. Income Taxes](#i905ff133ec1d4003886c9962a587c1d4_202) | | | [58](#i905ff133ec1d4003886c9962a587c1d4_202) | | |

| [13. Business Combinations](#i905ff133ec1d4003886c9962a587c1d4_3019) | | | [64](#i905ff133ec1d4003886c9962a587c1d4_3019) | | |

| [14. Segment Financial Information](#i905ff133ec1d4003886c9962a587c1d4_226) | | | [65](#i905ff133ec1d4003886c9962a587c1d4_226) | | |

| | | |

| March 1, 2021 | | |

| Balance at January 1, 2018 | | | | | | 969 | | | | | | $ | 10 | | | | | $ | 1,703 | | | | | $ | 48,730 | | | | | $ | (13) | | | | | $ | (2,654) | | | | | $ | 2,057 | | | | | $ | 49,833 | |

| Adjustment to adopt ASU 2016-01 | | | | | | | | | | | | | | | | | | | | | | | | (24) | | | | | | 24 | | | | | | | | | | | | | | | | | | — | | |

| Net earnings | | | | | | | | | | | | | | | | | | | | | | | | 11,986 | | | | | | | | | | | | | | | | | | 273 | | | | | | 12,259 | | |

| Other comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (275) | | | | | | (1,242) | | | | | | | | | | | | (1,517) | | |

through the Company’s home delivery, specialty and community pharmacies.

| Redemptions | | | | | | — | | | | | | (618) | | |

The ACA included an annual, nondeductible insurance industry tax (Health Insurance Industry Tax) to be levied proportionally across the insurance industry for risk-based health insurance products.

After a moratorium in 2019, the industry wide amount of the Health Insurance Industry Tax for 2020, which was primarily borne by the customer, was $15.5 billion, of which the Company’s portion was approximately $3.0 billion.

Recently Adopted Accounting Standards

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2016-13, “Financial Instruments - Credit Losses (Topic 326)” (ASU 2016-13).

ASU 2016-13 requires the use of the current expected credit loss impairment model to develop an estimate of expected credit losses for certain financial assets.

ASU 2016-13 also requires expected credit losses on available-for-sale debt securities to be recognized through an allowance for credit losses and revises certain disclosure requirements.

The Company adopted ASU 2016-13 on January 1, 2020 using a cumulative effect upon adoption approach.

The adoption of ASU 2016-13 was immaterial to the Company’s consolidated balance sheet, results of operations, equity and cash flows.

The Company has determined there have been no other recently adopted or issued accounting standards which had, or will have, a material impact on its Consolidated Financial Statements.

| December 31, 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Corporate obligations | | | | | | 17,910 | | | | | | 343 | | | | | | (11) | | | | | | 18,242 | | |

| Total debt securities | | | | | | $ | 36,300 | | | | | $ | 799 | | | | | $ | (30) | | | | | $ | 37,069 | |

health care sector, as of December 31, 2020 and 2019, respectively.

| Due in one year or less | | | | | | $ | 2,951 | | | | | $ | 2,966 | | | | | $ | 348 | | | | | $ | 349 | |

| Total debt securities | | | | | | $ | 38,079 | | | | | $ | 39,828 | | | | | $ | 638 | | | | | $ | 647 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| December 31, 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Corporate obligations | | | | | | 1,903 | | | | | | (7) | | | | | | 740 | | | | | | (4) | | | | | | 2,643 | | | | | | (11) | | |

the fair value measurement in its entirety.

| Cash and cash equivalents | | | | | | $ | 10,837 | | | | | $ | 148 | | | | | $ | — | | | | | $ | 10,985 | |

| Corporate obligations | | | | | | 70 | | | | | | 17,923 | | | | | | 249 | | | | | | 18,242 | | |

| Equity securities | | | | | | 1,734 | | | | | | 22 | | | | | | — | | | | | | 1,756 | | |

| Assets under management | | | | | | 1,123 | | | | | | 1,918 | | | | | | 35 | | | | | | 3,076 | | |

| December 31, 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Debt securities - held-to-maturity | | | | | | $ | 541 | | | | | $ | 181 | | | | | $ | 253 | | | | | $ | 975 | | | | | $ | 972 | |

| (in millions) | | | | | | UnitedHealthcare | | | | | | OptumHealth | | | | | | OptumInsight | | | | | | OptumRx | | | | | | Consolidated | | |

In connection with the filing of this Annual Report on Form 10-K, management evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, [removed: 2020.][added: 2021.]

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, [removed: 2020.][added: 2021.]

There have been no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2020] [added: 2021] which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of Management on Internal Control Over Financial Reporting as of December 31, [removed: 2020][added: 2021]

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

Based on our assessment and the COSO criteria, we believe that, as of December 31, [removed: 2020,] [added: 2021,] the Company maintained effective internal control over financial reporting.

The Company’s independent registered public accounting firm has audited the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] as stated in the [Report of Independent Registered Public Accounting [removed: Firm](#i905ff133ec1d4003886c9962a587c1d4_250),] [added: Firm](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_241),] appearing under Item 9A.

We have audited the internal control over financial reporting of UnitedHealth Group Incorporated and subsidiaries (the “Company”) as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in [removed: *Internal] [added: Internal] Control — Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in [removed: *Internal] [added: Internal] Control — Integrated Framework [removed: (2013)*] [added: (2013)] issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2020,] [added: 2021,] of the Company and our report dated [removed: March 1, 2021,] [added: February 15, 2022,] expressed an unqualified opinion on those financial statements.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control Over Financial Reporting as of December 31, [removed: 2020.][added: 2021.]

| February 15, 2022 | | |

| March 1, 2021 | | |

PART III

Not Applicable.

PART III

The following sets forth certain information regarding our directors as of [removed: March 1, 2021,] [added: February 15, 2022,] including their name and principal occupation or employment:

| [removed: Richard T. Burke] [added: Timothy P. Flynn] | | | | | | Valerie [added: C.] Montgomery Rice, M.D. | | |

| Lead Independent Director UnitedHealth Group [added: President and Chief Executive Officer The Directors’ Council] | | | | | | [removed: President and Dean Morehouse School of Medicine] [added: Chief Executive Officer UnitedHealth Group] | | |

| [removed: Timothy P. Flynn] [added: Paul. R Garcia] | | | | | | John H. Noseworthy, M.D. | | |

| Retired Chair [removed: KPMG International] [added: and Chief Executive Officer Global Payments Inc.] | | | | | | Former Chief Executive Officer and President Mayo Clinic | | |

| [added: Chief Executive Officer and] Chair [removed: UnitedHealth Group] [added: Senior Connect Acquisition Corp.] | | | | | | Former Chairman and Chief Executive Officer The [removed: Progressive Corporation] [added: Vanguard Group, Inc.] | | |

| [removed: Michele] [added: Stephen] J. [removed: Hooper] [added: Hemsley] | | | | | | Gail R. Wilensky, Ph.D. | | |

| [removed: F. William McNabb III] [added: Richard T. Burke] | | | | | | [removed: Andrew P. Witty] [added: F. William McNabb III] | | |

Pursuant to General Instruction G(3) to Form 10-K and the Instruction to Item 401 of Regulation S-K, information regarding our executive officers is provided in [Part I, Item [removed: 1](#i905ff133ec1d4003886c9962a587c1d4_13)] [added: 1](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_13)] under the caption [removed: “Executive Officers of the Registrant.”][added: “Information About our Executive Officers.”]

For information about how to obtain the Code of Conduct, see [Part I, Item 1, [removed: “Business.”](#i905ff133ec1d4003886c9962a587c1d4_13)] [added: “Business.”](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_13)] We intend to satisfy the SEC’s disclosure requirements regarding amendments to, or waivers of, the code of ethics for our senior financial officers by posting such information on our website indicated above.

The remaining information required by Items 401, 405, 406 and 407(c)(3), (d)(4) and (d)(5) of Regulation S-K will be included under the headings “Corporate Governance” and “Proposal 1-Election of Directors” in our definitive proxy statement for our [removed: 2021] [added: 2022] Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

| Retired Chair KPMG International | | | | | | President and Chief Executive Officer Morehouse School of Medicine | | |

| Chair UnitedHealth Group | | | | | | Senior Fellow Project HOPE | | |

| Michele J. Hooper | | | | | | Andrew P. Witty | | |

| | | | | | | | | |

| Stephen J. Hemsley | | | | | | Glenn M. Renwick | | |

| President and Chief Executive Officer The Directors’ Council | | | | | | Senior Fellow Project HOPE | | |

| Former Chairman and Chief Executive Officer The Vanguard Group, Inc. | | | | | | Chief Executive Officer UnitedHealth Group | | |

The information required by Items 402 and 407(e)(4) and (e)(5) of Regulation S-K will be included under the headings “Executive Compensation,” “Director Compensation,” “Corporate Governance - Risk Oversight” and “Compensation Committee Interlocks and Insider Participation” in our definitive proxy statement for our [removed: 2021] [added: 2022] Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

The information required by [removed: section 201(d) and] Item 403 of Regulation S-K will be included under the [removed: headings “Equity Compensation Plan Information” and] [added: heading] “Security Ownership of Certain Beneficial Owners and Management” in our definitive proxy statement for our [removed: 2021] [added: 2022] Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

Equity Compensation Plan Information

The following table sets forth certain information as of December 31, 2021, concerning shares of common stock authorized for issuance under all of our equity compensation plans:

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Plan category | | | | | | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | | | | (b) Weighted-average exercise price of outstanding options, warrants and rights | | | | | | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | | | | |

| | | | | | | (in millions) | | | | | | | | | | | | (in millions) | | | | | |

| Equity compensation plans approved by shareholders (1) | | | | | | 25 | | | | | | $ | 241 | | | | | 82 | | | (3) | | |

| Equity compensation plans not approved by shareholders (2) | | | | | | — | | | | | | | | | | | | — | | | | | |

| Total (2) | | | | | | 25 | | | | | | $ | 241 | | | | | 82 | | | | | |

(1)Consists of the UnitedHealth Group Incorporated 2020 Stock Incentive Plan, as amended and the UnitedHealth Group 1993 Employee Stock Purchase Plan, as amended.

(2)Excludes 111,000 shares underlying stock options assumed by us in connection with acquisitions.

These options have a weighted-average exercise price of $282 and an average remaining term of approximately 3 years.

These options are administered pursuant to the terms of the plans under which the options originally were granted.

No future awards will be granted under these acquired plans.

(3)Includes 18 million shares of common stock available for future issuance under the 1993 Employee Stock Purchase Plan as of December 31, 2021, and 64 million shares available under the 2020 Stock Incentive Plan as of December 31, 2021.

Shares available under the 2020 Stock Incentive Plan may become the subject of future awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based awards.

The information required by Items 404 and 407(a) of Regulation S-K will be included under the headings “Certain Relationships and Transactions” and “Corporate Governance” in our definitive proxy statement for our [removed: 2021] [added: 2022] Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

The information required by Item 9(e) of Schedule 14A will be included under the heading “Disclosure of Fees Paid to Independent Registered Public Accounting Firm” in our definitive proxy statement for our [removed: 2021] [added: 2022] Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

- [Reports of Independent Registered Public Accounting [removed: Firm.](#i905ff133ec1d4003886c9962a587c1d4_76)][added: Firm.](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_76)]

- [Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and [removed: 2019.](#i905ff133ec1d4003886c9962a587c1d4_79)][added: 2020.](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_79)]

- [Consolidated Statements of Operations for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018.](#i905ff133ec1d4003886c9962a587c1d4_85)][added: 2019.](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_85)]

- [Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#i905ff133ec1d4003886c9962a587c1d4_88)[.](#i905ff133ec1d4003886c9962a587c1d4_88)][added: 2019.](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_88)]

- [Consolidated Statements of Changes in Equity for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018.](#i905ff133ec1d4003886c9962a587c1d4_91)][added: 2019.](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_91)]

- [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018.](#i905ff133ec1d4003886c9962a587c1d4_97)][added: 2019.](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_97)]

- [Notes to the Consolidated Financial [removed: Statements.](#i905ff133ec1d4003886c9962a587c1d4_100)][added: Statements.](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_100)]

- [Schedule I - Condensed Financial Information of Registrant (Parent Company [removed: Only).](#i905ff133ec1d4003886c9962a587c1d4_280)][added: Only).](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_271)]

[removed: (b)The] [added: (b) The] following exhibits are filed or incorporated by reference herein in response to Item 601 of Regulation S-K.

| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/731766/000073176621000010/bylawsexhibit.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/731766/000073176621000010/bylawsexhibit.htm)] | | | | | | [Amended and Restated Bylaws of UnitedHealth Group Incorporated, effective February 23, 2021 (incorporated by reference to Exhibit 3.2 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on February 26, 2021)](http://www.sec.gov/Archives/edgar/data/731766/000073176621000010/bylawsexhibit.htm) | | |

| *[10.1](http://www.sec.gov/Archives/edgar/data/731766/000073176620000029/exhibit41.htm) | | | | | | [UnitedHealth Group 2020 Stock Incentive Plan (incorporated [removed: by](http://www.sec.gov/Archives/edgar/data/731766/000073176620000029/s-82020stockincentiveplan.htm)] [added: by](http://www.sec.gov/Archives/edgar/data/731766/000073176620000029/exhibit41.htm)] [UnitedHealth Group 2020 Stock Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8, SEC File Number 333-238854, filed on June 1, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/731766/000073176620000029/exhibit41.htm)[](http://www.sec.gov/Archives/edgar/data/731766/000073176620000029/exhibit41.htm)] [added: 2020)](http://www.sec.gov/Archives/edgar/data/731766/000073176620000029/exhibit41.htm)[](http://www.sec.gov/Archives/edgar/data/731766/000073176620000029/0000731766-20-000029-index.htm)] | | |

| [removed: *[10.2](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex102unh2020630.htm)] [added: *[10.2](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm)] | | | | | | [Form of Agreement [removed: for](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex102unh2020630.htm) [Restricted](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex102unh2020630.htm) [Stock](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex102unh2020630.htm) [Unit](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex102unh2020630.htm) [Award] [added: for Restricted Stock Unit Award] to Executives under UnitedHealth Group Incorporated’s [removed: 20](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex102unh2020630.htm)[20](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex102unh2020630.htm) [Stock] [added: 2020 Stock] Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex102unh2020630.htm) [](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex102unh2020630.htm)[(incorporated by reference to Exhibit 10.](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex102unh2020630.htm)[2](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex102unh2020630.htm) [to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex102unh2020630.htm) [June](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex102unh2020630.htm) [30, 20](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex102unh2020630.htm)[20](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex102unh2020630.htm)[)](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex102unh2020630.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm)] | | |

| [removed: *[10.3](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex103unh2020630.htm)] [added: *[10.3](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm)] | | | | | | [Form of Agreement for [removed: Non](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex103unh2020630.htm)[q](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex103unh2020630.htm)[ualified] [added: Nonqualified] Stock Option [removed: Award](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex103unh2020630.htm) [to](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex103unh2020630.htm) [E](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex103unh2020630.htm)[xecutives](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex103unh2020630.htm) [under] [added: Award to Executives under] UnitedHealth Group Incorporated’s [removed: 20](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex103unh2020630.htm)[20](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex103unh2020630.htm) [Stock] [added: 2020 Stock] Incentive [removed: Plan (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporated’s](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex103unh2020630.htm) [Quarterly](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex103unh2020630.htm) [Report on Form 10-](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex103unh2020630.htm)[Q](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex103unh2020630.htm) [for the](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex103unh2020630.htm) [quarter](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex103unh2020630.htm) [ended](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex103unh2020630.htm) [June](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex103unh2020630.htm) [3](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex103unh2020630.htm)[0](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex103unh2020630.htm)[, 20](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex103unh2020630.htm)[20](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex103unh2020630.htm)[)](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex103unh2020630.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm)] | | |

| [removed: *[10.4](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex104unh2020630.htm)] [added: *[10.4](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex104123121.htm)] | | | | | | [Form [removed: of](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex104unh2020630.htm) [Agreement for](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex104unh2020630.htm) [Performance-](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex104unh2020630.htm)[Based] [added: of Agreement for Performance-Based] Restricted Stock Unit Award to [removed: Executives](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex104unh2020630.htm) [under] [added: Executives under] UnitedHealth Group Incorporated’s [removed: 20](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex104unh2020630.htm)[20](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex104unh2020630.htm) [Stock] [added: 2020 Stock] Incentive [removed: Plan (incorporated by reference to Exhibit 10.](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex104unh2020630.htm)[4](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex104unh2020630.htm) [to UnitedHealth Group Incorporated’s](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex104unh2020630.htm) [Quarterly](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex104unh2020630.htm) [Report on Form 10-](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex104unh2020630.htm)[Q](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex104unh2020630.htm) [for the](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex104unh2020630.htm) [quarter](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex104unh2020630.htm) [ended](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex104unh2020630.htm) [June](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex104unh2020630.htm) [3](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex104unh2020630.htm)[0](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex104unh2020630.htm)[, 20](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex104unh2020630.htm)[20](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex104unh2020630.htm)[)](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex104unh2020630.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex104123121.htm)] | | |

| [removed: *[10.5](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex105unh2020630.htm)] [added: *[10.](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1011.htm)[11](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1011.htm)] | | | | | | [Form of Agreement for Deferred Stock Unit Award to Non-Employee Directors under UnitedHealth Group Incorporated’s 2020 Stock Incentive [removed: Plan (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020)](http://www.sec.gov/Archives/edgar/data/731766/000073176620000042/ex105unh2020630.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1011.htm)] | | |

| [removed: [10.6](http://www.sec.gov/Archives/edgar/data/731766/000073176615000028/exhibit101.htm)] [added: *[10.12](http://www.sec.gov/Archives/edgar/data/731766/000073176615000028/exhibit101.htm)] | | | | | | [Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on July 1, 2015)](http://www.sec.gov/Archives/edgar/data/731766/000073176615000028/exhibit101.htm) | | |

| [removed: *[10.7](http://www.sec.gov/Archives/edgar/data/731766/000119312509025587/dex1012.htm)] [added: *[10.1](http://www.sec.gov/Archives/edgar/data/731766/000119312509025587/dex1012.htm)[3](http://www.sec.gov/Archives/edgar/data/731766/000119312509025587/dex1012.htm)] | | | | | | [Amended and Restated UnitedHealth Group Incorporated Executive Incentive Plan (2009 Statement), effective as of December 31, 2008 (incorporated by reference to Exhibit 10.12 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2008)](http://www.sec.gov/Archives/edgar/data/731766/000119312509025587/dex1012.htm) | | |

| [removed: *[10.8](http://www.sec.gov/Archives/edgar/data/731766/000119312509025587/dex1013.htm)] [added: *[10.1](http://www.sec.gov/Archives/edgar/data/731766/000119312509025587/dex1013.htm)[4](http://www.sec.gov/Archives/edgar/data/731766/000119312509025587/dex1013.htm)] | | | | | | [Amended and Restated UnitedHealth Group Incorporated 2008 Executive Incentive Plan, effective as of December 31, 2008 (incorporated by reference to Exhibit 10.13 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2008)](http://www.sec.gov/Archives/edgar/data/731766/000119312509025587/dex1013.htm) | | |

| [removed: *[10.9](http://www.sec.gov/Archives/edgar/data/731766/000073176613000005/unhex10111231201210k.htm)] [added: *[10.1](http://www.sec.gov/Archives/edgar/data/731766/000073176613000005/unhex10111231201210k.htm)[5](http://www.sec.gov/Archives/edgar/data/731766/000073176613000005/unhex10111231201210k.htm)] | | | | | | [Amendment, dated as of December 21, 2012, of Amended and Restated UnitedHealth Group Incorporated 2008 Executive Incentive Plan (incorporated by reference to Exhibit 10.11 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2012)](http://www.sec.gov/Archives/edgar/data/731766/000073176613000005/unhex10111231201210k.htm) | | |

| [removed: *[10.10](http://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1039302015.htm)] [added: *[10.1](http://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1039302015.htm)[6](http://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1039302015.htm)] | | | | | | [Second Amendment, dated as of November 5, 2015, of Amended and Restated UnitedHealth Group Incorporated 2008 Executive Incentive Plan (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015)](http://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1039302015.htm) | | |

| [removed: *[10.11](https://www.sec.gov/Archives/edgar/data/731766/000073176621000013/unhex101112312020.htm)] [added: *[10.1](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000013/unhex101112312020.htm)[7](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000013/unhex101112312020.htm)] | | | | | | [UnitedHealth Group Executive Savings Plan [removed: (2021 Statement)](https://www.sec.gov/Archives/edgar/data/731766/000073176621000013/unhex101112312020.htm)] [added: (202](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000013/unhex101112312020.htm)[1](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000013/unhex101112312020.htm) [Statement)](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000013/unhex101112312020.htm) [](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000013/unhex101112312020.htm)[(incorporated by reference to Exhibit 10.11 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2020)](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000013/unhex101112312020.htm)] | | |

| [removed: *[10.12](https://www.sec.gov/Archives/edgar/data/731766/000073176621000013/unhex101212312020.htm)] [added: *[10.1](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000013/unhex101212312020.htm)[8](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000013/unhex101212312020.htm)] | | | | | | [Summary of Non-Management Director Compensation, effective as of September 1, [removed: 2020](https://www.sec.gov/Archives/edgar/data/731766/000073176621000013/unhex101212312020.htm)] [added: 2020](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000013/unhex101212312020.htm) [](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000013/unhex101212312020.htm)[(incorporated by reference to Exhibit 10.12 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2020)](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000013/unhex101212312020.htm)] | | |

| [removed: *[10.13](http://www.sec.gov/Archives/edgar/data/731766/000119312509025587/dex1018.htm)] [added: *[10.1](http://www.sec.gov/Archives/edgar/data/731766/000119312509025587/dex1018.htm)[9](http://www.sec.gov/Archives/edgar/data/731766/000119312509025587/dex1018.htm)] | | | | | | [UnitedHealth Group Directors’ Compensation Deferral Plan (2009 Statement) (incorporated by reference to Exhibit 10.18 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2008)](http://www.sec.gov/Archives/edgar/data/731766/000119312509025587/dex1018.htm) | | |

| [removed: *[10.14](http://www.sec.gov/Archives/edgar/data/731766/000119312510027229/dex1020.htm)] [added: *[10.](http://www.sec.gov/Archives/edgar/data/731766/000119312510027229/dex1020.htm)[20](http://www.sec.gov/Archives/edgar/data/731766/000119312510027229/dex1020.htm)] | | | | | | [Amendment to the UnitedHealth Group Directors’ Compensation Deferral Plan, effective as of January 1, 2010 (incorporated by reference to Exhibit 10.20 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2009)](http://www.sec.gov/Archives/edgar/data/731766/000119312510027229/dex1020.htm) | | |

| [removed: *[10.15](http://www.sec.gov/Archives/edgar/data/731766/000119312510246111/dex102.htm)] [added: *[10.](http://www.sec.gov/Archives/edgar/data/731766/000119312510246111/dex102.htm)[21](http://www.sec.gov/Archives/edgar/data/731766/000119312510246111/dex102.htm)] | | | | | | [First Amendment to UnitedHealth Group Directors’ Compensation Deferral Plan (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)](http://www.sec.gov/Archives/edgar/data/731766/000119312510246111/dex102.htm) | | |

| [removed: *[10.16](http://www.sec.gov/Archives/edgar/data/731766/000073176615000034/unh7232015catplansex43.htm)] [added: *[10.](http://www.sec.gov/Archives/edgar/data/731766/000073176615000034/unh7232015catplansex43.htm)[22](http://www.sec.gov/Archives/edgar/data/731766/000073176615000034/unh7232015catplansex43.htm)] | | | | | | [Catamaran Corporation Third Amended and Restated Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 4.3 to UnitedHealth Group Incorporated’s Registration Statement on Form S-8, SEC File Number 333-205824, filed on July 23, 2015)](http://www.sec.gov/Archives/edgar/data/731766/000073176615000034/unh7232015catplansex43.htm) | | |

| [removed: *[10.17](http://www.sec.gov/Archives/edgar/data/731766/000073176615000034/unh7232015catplansex44.htm)] [added: *[10.2](http://www.sec.gov/Archives/edgar/data/731766/000073176615000034/unh7232015catplansex44.htm)[3](http://www.sec.gov/Archives/edgar/data/731766/000073176615000034/unh7232015catplansex44.htm)] | | | | | | [Catalyst Health Solutions, Inc. 2006 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 4.4 to UnitedHealth Group Incorporated’s Registration Statement on Form S-8, SEC File Number 333-205824, filed on July 23, 2015)](http://www.sec.gov/Archives/edgar/data/731766/000073176615000034/unh7232015catplansex44.htm) | | |

| [removed: *[10.18](http://www.sec.gov/Archives/edgar/data/731766/000119312517044357/d314258dex44.htm)] [added: *[10.2](http://www.sec.gov/Archives/edgar/data/731766/000119312517044357/d314258dex44.htm)[4](http://www.sec.gov/Archives/edgar/data/731766/000119312517044357/d314258dex44.htm)] | | | | | | [Audax Health Solutions, Inc. 2010 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 4.4 to UnitedHealth Group Incorporated’s Post-Effective Amendment No. 1 to Registration Statement on Form S-8, SEC File Number 333-205826, filed on February 15, 2017)](http://www.sec.gov/Archives/edgar/data/731766/000119312517044357/d314258dex44.htm) | | |

| [removed: *[10.19](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex43.htm)] [added: *[10.2](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex43.htm)[5](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex43.htm)] | | | | | | [Surgical Care Affiliates, Inc. 2016 Omnibus Long-Term Incentive Plan (incorporated by reference to Exhibit 4.3 to UnitedHealth Group Incorporated’s Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017)](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex43.htm) | | |

| [removed: *[10.20](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex44.htm)] [added: *[10.2](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex44.htm)[6](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex44.htm)] | | | | | | [Surgical Care Affiliates, Inc. 2013 Omnibus Long-Term Incentive Plan (incorporated by reference to Exhibit 4.4 to UnitedHealth Group Incorporated’s Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017)](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex44.htm) | | |

| [removed: *[10.21](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex45.htm)] [added: *[10.2](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex45.htm)[7](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex45.htm)] | | | | | | [Surgical Care Affiliates, Inc. Management Equity Incentive Plan (incorporated by reference to Exhibit 4.5 to UnitedHealth Group Incorporated’s Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017)](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex45.htm) | | |

| [removed: *[10.22](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex46.htm)] [added: *[10.2](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex46.htm)[8](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex46.htm)] | | | | | | [Surgical Care Affiliates, Inc. Directors and Consultants Equity Incentive Plan (incorporated by reference to Exhibit 4.6 to UnitedHealth Group Incorporated’s Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017)](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex46.htm) | | |

| [removed: *[10.23](http://www.sec.gov/Archives/edgar/data/1157377/000119312515222859/d941681dex101.htm)] [added: *[10.2](http://www.sec.gov/Archives/edgar/data/1157377/000119312515222859/d941681dex101.htm)[9](http://www.sec.gov/Archives/edgar/data/1157377/000119312515222859/d941681dex101.htm)] | | | | | | [The Advisory Board Company Amended and Restated 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to The Advisory Board Company’s Current Report on Form 8-K filed on June 15, 2015)](http://www.sec.gov/Archives/edgar/data/1157377/000119312515222859/d941681dex101.htm) | | |

| [removed: *[10.24](http://www.sec.gov/Archives/edgar/data/1157377/000129993305006023/exhibit1.htm)] [added: *[10.](http://www.sec.gov/Archives/edgar/data/1157377/000129993305006023/exhibit1.htm)[30](http://www.sec.gov/Archives/edgar/data/1157377/000129993305006023/exhibit1.htm)] | | | | | | [The Advisory Board Company 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to The Advisory Board Company’s Current Report on Form 8-K filed on November 17, 2005)](http://www.sec.gov/Archives/edgar/data/1157377/000129993305006023/exhibit1.htm) | | |

| [removed: *[10.25](http://www.sec.gov/Archives/edgar/data/731766/000073176615000016/unhex1013312015.htm)] [added: *[10.](http://www.sec.gov/Archives/edgar/data/731766/000073176615000016/unhex1013312015.htm)[31](http://www.sec.gov/Archives/edgar/data/731766/000073176615000016/unhex1013312015.htm)] | | | | | | [Amended and Restated Employment Agreement, effective as of December 1, 2014, between United HealthCare Services, Inc. and David Wichmann (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015)](http://www.sec.gov/Archives/edgar/data/731766/000073176615000016/unhex1013312015.htm) | | |

| [removed: *[10.26](http://www.sec.gov/Archives/edgar/data/731766/000073176617000045/unhex1029302017.htm)] [added: *[10.](http://www.sec.gov/Archives/edgar/data/731766/000073176617000045/unhex1029302017.htm)[32](http://www.sec.gov/Archives/edgar/data/731766/000073176617000045/unhex1029302017.htm)] | | | | | | [Amendment to Employment Agreement, effective as of August 16, 2017, between United HealthCare Services, Inc. and David Wichmann (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017)](http://www.sec.gov/Archives/edgar/data/731766/000073176617000045/unhex1029302017.htm) | | |

| [removed: *[10.27](http://www.sec.gov/Archives/edgar/data/731766/000073176616000081/unhex1016302016.htm)] [added: *[10.3](http://www.sec.gov/Archives/edgar/data/731766/000073176616000081/unhex1016302016.htm)[3](http://www.sec.gov/Archives/edgar/data/731766/000073176616000081/unhex1016302016.htm)] | | | | | | [Amended and Restated Employment Agreement, dated as of June 7, 2016, between United HealthCare Services, Inc. and John Rex (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016)](http://www.sec.gov/Archives/edgar/data/731766/000073176616000081/unhex1016302016.htm) | | |

| [removed: *[10.28](http://www.sec.gov/Archives/edgar/data/731766/000073176621000004/exhibit502.htm)] [added: *[10.3](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm)[4](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm)] | | | | | | [Amended and [removed: Restated Employment Agreement, dated February 3, 2021 between the Company and Andrew P. Witty] [added: Restate](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm)[d](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm) [](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm)[Employment Agreement,](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm) [dated](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm) [](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm)[February 3](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm)[, 20](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm)[21](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm)[, between](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm) [the](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm) [Company](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm) [and Andrew](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm) [P](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm) [Witty] (incorporated by reference to [removed: Exhibit 5.02 to] [added: Exhibit](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm) [5.02](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm) [to] UnitedHealth Group [removed: Incorporated’s Current Report] [added: Incorporated’s](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm) [Current](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm) [Report] on [removed: Form8-K filed] [added: Form](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm) [8](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm)[\-K](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm) [filed] on [removed: February](http://www.sec.gov/Archives/edgar/data/731766/000073176621000004/exhibit502.htm) [8](http://www.sec.gov/Archives/edgar/data/731766/000073176621000004/exhibit502.htm)[, 2021)](http://www.sec.gov/Archives/edgar/data/731766/000073176621000004/exhibit502.htm)] [added: Februa](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm)[ry 8](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm)[, 2021](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm)[)](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm)] | | |

| [removed: *[10.29](http://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex104412312019.htm)] [added: *[10.3](http://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex104412312019.htm)[5](http://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex104412312019.htm)] | | | | | | [Amended and Restated Employment Agreement, effective as of March 16, 2015, between United HealthCare Services, Inc. and Dirk McMahon (incorporated by reference to Exhibit 10.44 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex104412312019.htm)] [added: 2019](http://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex104412312019.htm)[)](http://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex104412312019.htm)[](http://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex104412312019.htm)] | | |

| [removed: [*10.30](http://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex104512312019.htm)] [added: *[10.3](http://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex104512312019.htm)[6](http://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex104512312019.htm)] | | | | | | [Amendment to Employment Agreement, effective as of May 31, 2017, between United HealthCare Services, Inc. and Dirk McMahon (incorporated by reference to Exhibit 10.45 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2019)](http://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex104512312019.htm) | | |

| *[10.5](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10512312021.htm) | | | | | | [Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10512312021.htm) | | |

| *[10.6](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10612312021.htm) | | | | | | [Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10612312021.htm) | | |

| *[10.7](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10712312021.htm) | | | | | | [Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10712312021.htm) | | |

| *[10.8](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex108123121.htm) | | | | | | [Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Short)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex108123121.htm) | | |

| *[10.9](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit109.htm) | | | | | | [Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Short)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit109.htm) | | |

| *[10.10](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1010.htm) | | | | | | [Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Short)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1010.htm) | | |

| *[10.38](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1038.htm) | | | | | | [Amended and Restated Employment Agreement, effective as of February 12, 2018, between United HealthCare Services, Inc. and Brian R. Thompson](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1038.htm) | | |

| *[10.3](http://www.sec.gov/Archives/edgar/data/731766/000073176614000008/unhex103412312013.htm)[9](http://www.sec.gov/Archives/edgar/data/731766/000073176614000008/unhex103412312013.htm) | | | | | | [Employment Agreement, effective as of January 1, 2013, between United HealthCare Services, Inc. and Marianne D. Short (incorporated by reference to Exhibit 10.34 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2013)](http://www.sec.gov/Archives/edgar/data/731766/000073176614000008/unhex103412312013.htm) | | |

| February 15, 2022 | | |

See [Notes to the Condensed Financial Statements of Registrant](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_277)

| (in millions) | | | | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

See [Notes to the Condensed Financial Statements of Registrant](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_277)

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2026 | | | | | | 2,500 | | |

| Thereafter | | | | | | 32,677 | | |

| March 1, 2021 | | |

| Long-term notes payable to subsidiaries | | | | | | — | | | | | | 1,314 | | |

| 2021 | | | | | | $ | 4,446 | |

| Thereafter | | | | | | 29,177 | | |

| /s/ ANDREW P. WITTY | | | | | | Director and Chief Executive Officer (principal executive officer) | | | | | | [removed: March 1, 2021] [added: February 15, 2022] | | |

| /s/ JOHN F. REX | | | | | | Executive Vice President and Chief Financial Officer (principal financial officer) | | | | | | [removed: March 1, 2021] [added: February 15, 2022] | | |

| /s/ THOMAS E. ROOS | | | | | | Senior Vice President and Chief Accounting Officer (principal accounting officer) | | | | | | [removed: March 1, 2021] [added: February 15, 2022] | | |

Dated: February 15, 2022

| * | | | | | | Director | | | | | | February 15, 2022 | | |

| * | | | | | | Director | | | | | | February 15, 2022 | | |

| * | | | | | | Director | | | | | | February 15, 2022 | | |

| Paul R. Garcia | | | | | | | | | | | | | | |

| * | | | | | | Director | | | | | | February 15, 2022 | | |

| * | | | | | | Director | | | | | | February 15, 2022 | | |

| * | | | | | | Director | | | | | | February 15, 2022 | | |

| * | | | | | | Director | | | | | | February 15, 2022 | | |

| * | | | | | | Director | | | | | | February 15, 2022 | | |

| * | | | | | | Director | | | | | | February 15, 2022 | | |

Dated: March 1, 2021

| * | | | | | | Director | | | | | | March 1, 2021 | | |

| Glenn M. Renwick | | | | | | | | | | | | | | |