UnitedHealth Group (UNH) 10-K risk factor changes: FY2022 vs FY2021

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 [added: communications.]

Any or all forward-looking statements in this Annual Report on Form 10-K and in any other [removed: public] [added: SEC] filings or [added: public] statements we make may turn out to be wrong.

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

[removed: Additionally, the enactment] [added: Government enaction] of emergency powers [removed: by governments] [added: in response to public health crises] could disrupt our business operations, including by restricting pharmaceuticals or other supplies, and could increase the risk of shortages of necessary items.

Our premium revenue on commercial policies and Medicaid contracts is typically based on a fixed monthly rate per individual [added: or family] served for a 12-month period and is generally priced one to six months before the contract commences.

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

Although we base the [removed: commercial and] [added: commercial,] Medicaid [added: and value-based] premiums we charge and our Medicare bids on our estimates of future medical costs over the fixed contract period, many factors may cause actual costs to exceed those estimated and reflected in premiums or bids.

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

Our ability to implement new and innovative services, [added: automate and deploy new technologies to simplify administrative processes and clinical decision making,] price [removed: adequately] our products and [removed: services,] [added: services adequately,] provide effective service to our customers [added: and consumers] in an efficient and uninterrupted fashion, [added: provide timely payments to care providers,] and report accurately our results of operations depends on the integrity of the data in our information systems.

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 [removed: sanctions] [added: sanctions, penalties, investigations] or [removed: penalties;] [added: audits;] incur increases in operating expenses; or suffer other adverse consequences.

We periodically consolidate, integrate, upgrade and expand our information systems’ capabilities as a result of technology [removed: initiatives and] [added: initiatives,] recently enacted regulations, changes in our system platforms and integration of new business acquisitions.

If we [added: or third parties we rely on] 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][added: confidential information, we could suffer a loss of revenue and increased costs, exposure to significant liability, reputational harm and other serious negative consequences.]

We have programs in place [removed: which are intended] to detect, contain and respond to data security incidents and provide employee awareness training regarding phishing, malware and other cyber risks to protect against cyber risks and security breaches.

However, because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and are increasing in [removed: sophistication, we may be unable to anticipate these techniques, detect breaches for long periods of time or implement adequate preventive measures.]

[removed: Our] [added: In the event that our] remediation efforts may not be [removed: successful and] [added: successful, it] could result in interruptions, delays, or cessation of service and loss of existing or potential customers.

In particular geographies or [added: product] segments, our competitors, compared to us, may have greater capabilities, resources or market share; a more established reputation; superior supplier or health care professional arrangements; better existing business relationships; lower profit margin or financial return expectations; or other factors which give such competitors a competitive advantage.

In addition, our success in the health care marketplace [removed: will depend] [added: depends] on our ability to develop and deliver innovative and potentially disruptive products and services to satisfy evolving market demands.

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

Any failure by us to continue to develop innovative care models, including accelerating the transition of care to value-based models [added: achieving higher quality outcomes] and [added: better experiences at lower costs and] expanding access to virtual [added: and in-home] care, could result in competitive disadvantages and loss of market share.

Our business, results of operations, financial position and cash flows [added: also] 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 [removed: 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 [added: 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.]

[removed: Any failure by us] [added: If we fail] to develop and maintain satisfactory relationships with health care providers, whether in-network or out-of-network, [added: it] could materially and adversely affect our business, results of operations, financial position and cash flows.

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 [removed: result in diminished bargaining power on] [added: diminish] our [removed: part.][added: bargaining power.]

In addition, [removed: ACOs; practice] [added: Accountable Care Organizations (ACOs); physician group] management [removed: companies] [added: services organizations] (which aggregate physician practices for administrative efficiency); and other organizational structures adopted by physicians, hospitals and other care providers may change the way in which these providers do business with us and may change the competitive landscape.

Some providers [added: that] render services to our members [removed: who] do not have contracts with us.

The success of some of our businesses, including Optum Health and UnitedHealthcare [removed: Global, depend] [added: Employer & Individual’s international operations, depends] on maintaining satisfactory relationships with physicians as our employees, independent contractors or joint venture partners.

We face and will likely continue to face heightened competition [removed: in the markets where we operate] to acquire or manage physician practices or to employ or contract with individual physicians.

[removed: In addition,] [added: Further,] physicians, hospitals, pharmaceutical benefit service providers, pharmaceutical manufacturers and certain health care providers are customers of our Optum businesses.

[removed: These matters] [added: Legal actions to which we are a party] have included or [removed: could] in the future [added: could] include matters related to health care benefits coverage and payment [added: of] 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 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.

In addition, certain of our pharmacy services operations are subject to [removed: 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.

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

We cannot predict the outcome of significant legal actions in which we are [removed: involved and are incurring expenses in resolving these matters.][added: involved.]

[removed: The] [added: We incur expenses to resolve these matters and current and future] legal actions [removed: we face or may face in the future] could further increase our cost of doing business and materially and adversely affect our results of operations, financial position and cash flows.

[removed: In addition,] [added: Moreover,] certain legal actions could result in adverse publicity which could damage our reputation and materially and adversely affect our ability to retain our current business or grow our market share in some markets and businesses.

[removed: Any failure by us] [added: If we fail] to [removed: manage] successfully [added: manage] our strategic [removed: alliances or] [added: alliances, to] complete, manage or integrate acquisitions and other significant strategic transactions or relationships domestically or outside the United States [added: it] could materially and adversely affect our business, prospects, results of operations, financial position and cash flows.

If we fail to meet the needs of our alliance or joint venture partners, including by developing additional products and services, providing high levels of service, pricing our products and services competitively or responding effectively to applicable federal and state regulatory changes, our alliances and joint ventures could be damaged or [removed: terminated] [added: terminated,] which in turn could adversely impact our reputation, business and results of operations.

[removed: Further, if] [added: If] we fail to identify and successfully complete [removed: transactions, which further] [added: transactions to meet] our strategic objectives, we may be required to expend resources to develop products and technology internally, [removed: we may] be placed at a competitive disadvantage or we may be adversely affected by negative market perceptions, any of which may have a material adverse effect on our results of operations, financial position or cash flows.

[removed: Success in completing] [added: Successful] acquisitions [removed: is] [added: are] also dependent on effectively integrating the acquired business into our existing operations, including our internal control environment and culture, or otherwise leveraging its operations which may present challenges different from those presented by organic growth and may be difficult for us to manage.

For example, in January 2021, an indictment for alleged violations of antitrust laws was issued by the DOJ against our subsidiary, Surgical Care Affiliates (SCA), based on conduct alleged to have begun more than five years prior to our [removed: acquisition.][added: acquisition of SCA.]

[added: cannot successfully integrate our acquired businesses] and [added: realize contemplated revenue growth opportunities,] cost [removed: savings,] [added: savings and other synergies,] our business, prospects, results of operations, financial position and cash flows could be materially and adversely affected.

Adapting to these challenges could require us to devote significant senior management attention and other resources to the acquired businesses before we realize anticipated synergies or other benefits from [removed: the acquired] [added: those] businesses.

Our Optum Health business also enters into fully accountable value-based arrangements with payers.

Our premium revenue on fully accountable value-based care products at Optum Health is typically based on a fixed monthly rate per individual served.

For Optum Health’s fully accountable value-based care, our inability to provide higher-quality outcomes and better experiences at lower costs or our

inability to integrate our care delivery models could impact our results of operations, financial positions and cash flows.

sophistication, we may be unable to anticipate these techniques, detect breaches for long periods of time or implement adequate preventive measures.

Moreover, there has been an increase in new financial fraud schemes and ransomware attacks on large companies, whereby cybercriminals install malicious software preventing users or the enterprise from accessing computer files, systems or networks and demand payment of a ransom for return of access.

In addition, there may be a heightened vulnerability due to the lack of physical supervision and on-site infrastructure for remote workforce operations.

We have business continuation and resiliency plans which are maintained, updated and tested regularly in an effort to ensure successful containment and remediation of potential disruptions or cyber events.

The expected resumption of Medicaid redeterminations may also impact our ability to maintain market share if we are unable to retain or add new consumers to other benefit offerings.

In some instances, those providers may dispute the payment for these services and may institute litigation or arbitration.

Further, governmental actions, such as actions by the FTC or DOJ, may affect our ability to complete our merger and acquisition transactions, which could adversely affect our future growth.

If we

Large-scale medical emergencies, pandemics (such as COVID-19) and other extreme events could result in public health crises or otherwise have a material adverse effect on our business operations, cash flows, financial conditions and results of operations.

For example, disruptions in public and private infrastructure resulting from such events could increase our operating costs and ability to provide services to our clients and customers.

Additionally, as a result of these events, the premiums and fees we charge may not be sufficient to cover our medical and administrative costs, deferred medical care could be sought in future periods at potentially higher acuity levels, we could experience reduced demand for our services, our clinical and non-clinical workforce could be impacted resulting in reduced capacity to handle demand for care or otherwise impact our business operations.

For example, COVID-19 has materially impacted our results of operations in previous periods.

Public health crises arising from natural disasters, such as wildfires, hurricanes, and snowstorms, or effects of climate change could impact our business operations and result in increased medical care costs.

A private party or the DOL, which is the agency that enforces ERISA, could assert the fiduciary obligations imposed by the

communications.

The ongoing COVID-19 pandemic continues to impact health systems, businesses, governments and customer and consumer activities.

The future impact to our business is primarily dependent upon the ultimate pacing, intensity and duration of the crisis, the severity of new variants of the COVID-19 virus, and the effectiveness and extent of administration of vaccinations and treatments, factors which remain uncertain at this time.

These factors continue to affect the related treatment, testing, coverage and other services we provide for the people we serve.

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.

The premiums and fees we charge, including premiums dependent upon documented health conditions, may not be sufficient to cover the medical and administrative costs associated with COVID-19 and other care services.

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, 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.

Among other impacts, we have experienced and may continue to experience loss of commercial and pharmacy care services members due to customer reductions in workforce and an adverse impact on the timing and collectability of premium payments.

In addition, governments have modified, and may continue to modify, regulatory standards around various aspects of health care in response to COVID-19, which may 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 disrupt our business operations or increase our operating costs.

Although we cannot predict the pacing, intensity and duration of COVID-19, the pandemic’s disruption to business activities, employment and economic effects, and near and long-term impacts on the patterns of care and services across the healthcare system could continue to have material and adverse effects on our business, results of operations, financial position or cash flows.

Our Optum Health business negotiates value-based arrangements with commercial third-party payers which are also included in premium revenues.

Under a typical arrangement, 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.

For example, if our 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 2021 would have been reduced by approximately $330 million, excluding any offsetting impact from risk adjustment or from reduced premium rebates due to minimum MLRs.

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

In addition, we are subject to heightened vulnerability to cybersecurity attacks associated with increased numbers of employees working from home.

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 those cases, we do not have a pre-established understanding about the amount of compensation due to the provider for services rendered to our members.

In some states, the amount of compensation due to these out-of-network providers is defined by law or regulation, but in 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 us.

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

For example, high unemployment 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 plans.

will continue to be available to us.

Relatively low interest rates on investments, such as those experienced during recent years, have adversely impacted our investment income.

business.

Certain of our businesses operate internationally and are subject to regulation in the jurisdictions in which they are organized or conduct 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.

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

For example, effective May 2018, the European Union’s General Data Protection Regulation (GDPR) overhauled data protection laws in the European Union.

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](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_73) [](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_73)[and] [added: Statements and] Supplementary [removed: Data](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_73).”] [added: Data](#i6b660947fab7488cb4d33baca2cb3a37_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.”](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_22)][added: Factors.”](#i6b660947fab7488cb4d33baca2cb3a37_22)]

Discussions of year-over-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] 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/731766/000073176621000013/unh-20201231.htm)] [added: Operations”](http://www.sec.gov/ix?doc=/Archives/edgar/data/731766/000073176622000008/unh-20211231.htm)] of the Company’s Form 10-K for the fiscal year ended December 31, [removed: 2020.][added: 2021.]

- UnitedHealthcare, which includes UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & [removed: Retirement,] [added: Retirement and] UnitedHealthcare Community & [removed: State and UnitedHealthcare Global.][added: State.]

Further information on our business and reportable segments is presented in [Part I, Item 1, [removed: “Business”](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_13)] [added: “Business”](#i6b660947fab7488cb4d33baca2cb3a37_13)] and in [Note [removed: 13] [added: 14] of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial [removed: Statements](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_223) [](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_223)[and] [added: Statements and] Supplementary [removed: Data](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_223)[.](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_223)[”](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_223)][added: Data.”](#i6b660947fab7488cb4d33baca2cb3a37_211)]

The rate of market growth may be affected by a variety of factors, including macroeconomic conditions, [removed: 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.

Pricing Trends. To price our health care [removed: benefit products,] [added: benefits, products and services,] we start with our view of expected future costs, including [removed: any potential impacts from COVID-19.][added: inflation and labor market dynamics.]

We frequently evaluate and adjust our approach in each of the local markets we serve, considering relevant factors, such as product positioning, price competitiveness and environmental, competitive, legislative and regulatory considerations, including minimum [removed: MLR thresholds.][added: medical loss ratio (MLR) thresholds and similar revenue adjustments.]

We will continue seeking to balance growth and profitability across all [removed: of] these dimensions.

Medicare Advantage funding continues to be pressured, as discussed below in [“Regulatory Trends and [removed: Uncertainties.”](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_58)][added: Uncertainties.”](#i6b660947fab7488cb4d33baca2cb3a37_58)]

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

Medical Cost Trends. Our medical cost trends primarily relate to changes in unit [removed: costs, health system utilization] [added: costs; care activity;] and prescription drug costs.

Health plans and care providers are being called upon to work together to close gaps in care and improve overall care [removed: quality,] [added: quality and patient experience,] improve the health of populations and reduce costs.

We continue to see a greater number of people enrolled in [added: fully accountable value-based] plans [removed: with underlying performance-based care provider payment models] rewarding high-quality, affordable care and [removed: foster] [added: fostering] collaboration.

For additional information regarding regulatory trends and uncertainties, see [Part I, Item 1 “Business - Government [removed: Regulation”](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_19)] [added: Regulation”](#i6b660947fab7488cb4d33baca2cb3a37_19)] and [Item 1A, “Risk [removed: Factors.”](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_22)][added: Factors.”](#i6b660947fab7488cb4d33baca2cb3a37_22)]

[removed: Medicare Advantage Rates. Final 2022 Medicare Advantage] [added: For example, the February 2023 Advance Notice for 2024] rates [removed: resulted] [added: would result] in an [removed: increase in] industry base [removed: rates of approximately 4.1%,] [added: rate decrease, well] short of [removed: the] [added: what is an increasing] industry forward medical cost trend, creating continued pressure in the Medicare Advantage program.

For example, we [added: can] seek to intensify our medical and operating cost management, make changes to the size and composition of our care provider networks, adjust [removed: members'] [added: member] benefits and implement or increase the member premiums supplementing the monthly payments we receive from the government.

The increase in people served through Medicaid was [removed: attributable in part to continuing action] [added: primarily driven] by states [added: continuing] to ease [removed: eligibility] redetermination requirements [removed: due to the COVID-19 public health emergency.][added: and growth in people served through Dual Special Needs Plans.]

The following represents a summary of select [removed: 2021] [added: 2022] year-over-year operating comparisons to [removed: 2020.][added: 2021.]

- Consolidated revenues increased by [removed: 12%,] [added: 13%,] UnitedHealthcare revenues increased [removed: 11%] [added: 12%] and Optum revenues grew [removed: 14%.][added: 17%.]

- UnitedHealthcare served [removed: 2.1] [added: nearly 1.1] million more [removed: people domestically, primarily driven] [added: people, led] by growth in [removed: community] [added: community-based] and senior [removed: programs.][added: offerings.]

- Earnings from operations increased by [removed: 7%,] [added: 19%,] including an increase of [removed: 19%] [added: 20%] at [removed: Optum, partially offset by a decrease of 3%] [added: UnitedHealthcare and 17%] at [removed: UnitedHealthcare.][added: Optum.]

- Diluted earnings per common share increased [removed: 13%] [added: 17%] to [removed: $18.08.][added: $21.18.]

- Cash flows from operations were [removed: $22.3] [added: $26.2] billion.

- Return on equity was [removed: 25.2%.][added: 27.2%.]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] | | | | | | | | | | | |

| Premiums | | | | | | $ | [removed: 226,233] [added: 257,157] | | | | | $ | [removed: 201,478] [added: 226,233] | | | | | $ | [removed: 189,699] [added: 201,478] | | | | | $ | [removed: 24,755] [added: 30,924] | | | | | [removed: 12] [added: 14] | | % |

| Products | | | | | | [removed: 34,437] [added: 37,424] | | | | | | [removed: 34,145] [added: 34,437] | | | | | | [removed: 31,597] [added: 34,145] | | | | | | [removed: 292] [added: 2,987] | | | | | | [removed: 1] [added: 9] | | |

| Services | | | | | | [removed: 24,603] [added: 27,551] | | | | | | [removed: 20,016] [added: 24,603] | | | | | | [removed: 18,973] [added: 20,016] | | | | | | [removed: 4,587] [added: 2,948] | | | | | | [removed: 23] [added: 12] | | |

| Investment and other income | | | | | | [removed: 2,324] [added: 2,030] | | | | | | [removed: 1,502] [added: 2,324] | | | | | | [removed: 1,886] [added: 1,502] | | | | | | [removed: 822] [added: (294)] | | | | | | [removed: 55] [added: (13)] | | |

| Total revenues | | | | | | [removed: 287,597] [added: 324,162] | | | | | | [removed: 257,141] [added: 287,597] | | | | | | [removed: 242,155] [added: 257,141] | | | | | | [removed: 30,456] [added: 36,565] | | | | | | [removed: 12] [added: 13] | | |

| Medical costs | | | | | | [removed: 186,911] [added: 210,842] | | | | | | [removed: 159,396] [added: 186,911] | | | | | | [removed: 156,440] [added: 159,396] | | | | | | [removed: 27,515] [added: 23,931] | | | | | | [removed: 17] [added: 13] | | |

| Operating costs | | | | | | [removed: 42,579] [added: 47,782] | | | | | | [removed: 41,704] [added: 42,579] | | | | | | [removed: 35,193] [added: 41,704] | | | | | | [removed: 875] [added: 5,203] | | | | | | [removed: 2] [added: 12] | | |

| Cost of products sold | | | | | | [removed: 31,034] [added: 33,703] | | | | | | [removed: 30,745] [added: 31,034] | | | | | | [removed: 28,117] [added: 30,745] | | | | | | [removed: 289] [added: 2,669] | | | | | | [removed: 1] [added: 9] | | |

| Depreciation and amortization | | | | | | [removed: 3,103] [added: 3,400] | | | | | | [removed: 2,891] [added: 3,103] | | | | | | [removed: 2,720] [added: 2,891] | | | | | | [removed: 212] [added: 297] | | | | | | [removed: 7] [added: 10] | | |

| Total operating costs | | | | | | [removed: 263,627] [added: 295,727] | | | | | | [removed: 234,736] [added: 263,627] | | | | | | [removed: 222,470] [added: 234,736] | | | | | | [removed: 28,891] [added: 32,100] | | | | | | 12 | | |

| Earnings from operations | | | | | | [removed: 23,970] [added: 28,435] | | | | | | [removed: 22,405] [added: 23,970] | | | | | | [removed: 19,685] [added: 22,405] | | | | | | [removed: 1,565] [added: 4,465] | | | | | | [removed: 7] [added: 19] | | |

| Interest expense | | | | | | [removed: (1,660)] [added: (2,092)] | | | | | | [removed: (1,663)] [added: (1,660)] | | | | | | [removed: (1,704)] [added: (1,663)] | | | | | | [removed: 3] [added: (432)] | | | | | | [removed: —] [added: 26] | | |

| Earnings before income taxes | | | | | | [removed: 22,310] [added: 26,343] | | | | | | [removed: 20,742] [added: 22,310] | | | | | | [removed: 17,981] [added: 20,742] | | | | | | [removed: 1,568] [added: 4,033] | | | | | | [removed: 8] [added: 18] | | |

| Provision for income taxes | | | | | | [removed: (4,578)] [added: (5,704)] | | | | | | [removed: (4,973)] [added: (4,578)] | | | | | | [removed: (3,742)] [added: (4,973)] | | | | | | [removed: 395] [added: (1,126)] | | | | | | [removed: (8)] [added: 25] | | |

Medicaid Redeterminations. In December 2022, Congress passed the 2023 Omnibus Appropriations bill that allows states to resume Medicaid redeterminations beginning in April 2023.

Redeterminations will result in a decline in people served through our Medicaid business and an expected increase in people served through our commercial and exchange-based offerings as we endeavor to ensure that people have continued access to benefits.

We are working to accelerate this vision through the innovation and integration of our care delivery models including in clinic, in-home, behavioral and virtual care, and by using our data and analytics to provide clinicians with the necessary information in order to provide the best possible care in the most cost efficient setting.

Medicare Advantage Rates. Medicare Advantage rate notices over the years have at times resulted in industry base rates well below industry forward medical trend.

Further, proposed substantial revisions to the risk adjustment model, which serves to adjust rates to reflect a patient’s health status and care resource needs, would result in reduced funding and benefits for people, especially those with some of the greatest health and social challenges.

As a result of ongoing Medicare funding pressures, there are adjustments we can make to partially offset these rate pressures and reductions for a particular period.

Medical costs increased due to growth in people served.

The MCR decreased due to COVID-19 effects, partially offset by decreased prior years favorable development and business mix.

| Eliminations | | | | | | (108,347) | | | | | | (90,867) | | | | | | (80,042) | | | | | | (17,480) | | | | | | 19 | | |

| (in millions, except percentages) | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | 2022 vs. 2021 | | | | | | | | |

| UnitedHealthcare Employer & Individual - Total (a) | | | | | | 72,267 | | | | | | 68,368 | | | | | | 63,624 | | | | | | 3,899 | | | | | | 6 | | |

(a) On January 1, 2022, we realigned our operating segments to combine UnitedHealthcare Global and UnitedHealthcare Employer & Individual.

UnitedHealthcare’s revenues increased due to growth in the number of people served through Medicare Advantage and Medicaid.

Earnings from operations increased due to growth in people served and COVID-19 effects, partially offset by decreased prior years favorable development.

Earnings from operations increased due to organic growth in the number of people served under value-based care arrangements, cost management initiatives, asset dispositions and COVID-19 effects.

| Cash received for dispositions | | | | | | 3,414 | | | | | | 15 | | | | | | 221 | | | | | | 3,399 | | |

| Total sources of cash | | | | | | 48,957 | | | | | | 26,816 | | | | | | 28,098 | | | | | | | | |

| Other | | | | | | (2,737) | | | | | | (1,564) | | | | | | (1,186) | | | | | | (1,173) | | |

| Total uses of cash | | | | | | (47,001) | | | | | | (22,300) | | | | | | (22,046) | | | | | | | | |

We completed the acquisition of LHC Group, Inc. on February 22, 2023.

| (0.75)% | | | | | | $ | 765 | |

| (0.50) | | | | | | 508 | | |

| (0.25) | | | | | | 254 | | |

| 0.25 | | | | | | (252) | | |

| 0.50 | | | | | | (503) | | |

| 0.75 | | | | | | (753) | | |

| 3% | | | | | | $ | 985 | |

| 2 | | | | | | 656 | | |

| 1 | | | | | | 328 | | |

| (1) | | | | | | (328) | | |

| (2) | | | | | | (656) | | |

| (3) | | | | | | (985) | | |

For each reporting unit, comparative market multiples are used to corroborate the results of our discounted cash flow test.

COVID-19 related care costs as well as the deferral of care have impacted medical cost trends in 2021 and may continue to do so in 2022 and subsequent years.

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.

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

We work together with clinicians to leverage our data and analytics to provide the necessary information to close gaps in care and improve overall health outcomes for patients.

The ongoing Medicare Advantage funding pressure places continued importance on effective medical management and ongoing improvements in administrative efficiency.

There are a number of adjustments we have made to partially offset these rate pressures and reductions.

In some years, these adjustments impact the majority of the seniors we serve through Medicare Advantage.

Our Medicare Advantage rates are currently enhanced by CMS quality bonuses in certain counties based on our local plans’ Star ratings.

The level of Star ratings from CMS, based upon specified clinical and operational performance standards, will impact future quality bonuses.

ACA Tax (Health Insurance Tax). The Health Insurance Tax was permanently repealed by Congress, effective January 1, 2021.

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.

COVID-19 Trends and Uncertainties

The COVID-19 pandemic continues to evolve and the ultimate impact on our business, results of operations, financial condition and cash flows remains uncertain.

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

The temporary deferral of care was more than offset by COVID-19 related care and testing costs, rebate requirements and other revenue impacts and general economic impacts.

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.

From time to time, health system capacity may be subject to possible increased volatility due to the pandemic.

Specific trends and uncertainties related to our two business platforms are as follows:

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.

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

As a result of the dynamic situation and broad-reaching impact to the health system, the ultimate impact of COVID-19 on our Optum businesses is uncertain.

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.

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

The ultimate overall impact is uncertain and dependent on the future pacing, intensity and duration of the pandemic, the severity of new variants of the COVID-19 virus, the effectiveness and extent of administration of vaccination and treatments and general economic uncertainty.

Medical costs increased as a result of growth in people served through Medicare Advantage, Medicaid and commercial offerings, as well as increased COVID-19 related care costs and medical cost trends, partially offset by higher temporary care deferrals.

The MCR increased due to increased COVID-19 related care costs and the permanent repeal of the Health Insurance Tax, partially offset by increased temporary care deferrals.

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

Income Tax Rate

Our effective tax rate decreased primarily due to the permanent repeal of the nondeductible Health Insurance Tax.

| Eliminations | | | | | | (90,867) | | | | | | (80,042) | | | | | | (64,637) | | | | | | (10,825) | | | | | | 14 | | |

Commercial business increased primarily due to acquisitions in risk-based and fee-based offerings and organic growth in innovative products.

The increase in people served through Medicaid was primarily driven by states continuing to ease redetermination requirements due to COVID-19, new state-based awards and growth in people served through Dual Special Needs Plans.

UnitedHealthcare’s revenues increased due to growth in the number of individuals served through Medicare Advantage and Medicaid, including a greater mix of people with higher acuity needs, and an increase in the number of individuals served through commercial benefits, partially offset by the permanent repeal of the Health Insurance Tax and the impacts of COVID-19 on risk adjusted business.

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.

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.

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

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

As of December 31, [removed: 2021,] [added: 2022,] we had [removed: $25] [added: $31] 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: 2021, $7] [added: 2022, $16] billion of our financial liabilities, which include 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: 2021, $37] [added: 2022, $38] billion of our investments were fixed-rate debt securities and [removed: $45] [added: $43] 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: 2021] [added: 2022] and [removed: 2020] [added: 2021] on our investment income and interest expense per annum and the fair value of our investments and debt (in millions, except percentages):

| [removed: 2 %] [added: 2%] | | | | | | $ | 499 | | | | | $ | 133 | | | | | $ | (3,080) | | | | | $ | (8,664) | |

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

We have an exposure to changes in the value of foreign currencies, primarily the Brazilian real and the Chilean peso, to the U.S. dollar in translation of UnitedHealthcare [removed: Global’s] [added: Employer & Individual’s international business] operating results at the average exchange rate over the accounting period, and [removed: UnitedHealthcare Global’s] assets and liabilities at the exchange rate at the end of the accounting period.

For example, as of December 31, [removed: 2021,] [added: 2022,] 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: $520] [added: $560] million and [removed: $1.1] [added: $1.2] billion, respectively.

As of December 31, [removed: 2021,] [added: 2022,] we had [removed: $3.5] [added: $3.7] billion of investments in equity securities, primarily consisting of investments in employee savings plan related investments, other venture investments and non-U.S. dollar fixed-income funds.

| | | | | | | December 31, 2022 | | | | | | | | | | | | | | | | | | | | |

| 2 % | | | | | | $ | 629 | | | | | $ | 327 | | | | | $ | (3,390) | | | | | $ | (7,365) | |

| 1 | | | | | | 314 | | | | | | 164 | | | | | | (1,746) | | | | | | (4,002) | | |

| (1) | | | | | | (314) | | | | | | (135) | | | | | | 1,838 | | | | | | 4,808 | | |

| (2) | | | | | | (629) | | | | | | (266) | | | | | | 3,746 | | | | | | 10,641 | | |

| | | | | | | December 31, 2020 | | | | | | | | | | | | | | | | | | | | |

| 2% | | | | | | $ | 401 | | | | | $ | 163 | | | | | $ | (3,020) | | | | | $ | (8,700) | |

| 1 | | | | | | 201 | | | | | | 82 | | | | | | (1,499) | | | | | | (4,744) | | |

| (1) | | | | | | (75) | | | | | | (12) | | | | | | 820 | | | | | | 5,266 | | |

| (2) | | | | | | (75) | | | | | | (12) | | | | | | 886 | | | | | | 8,101 | | |

As of December 31, 2021 and 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.

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

- UnitedHealthcare, which includes UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & [removed: Retirement,] [added: Retirement and] UnitedHealthcare Community & [removed: State and UnitedHealthcare Global.][added: State.]

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

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

Optum Health delivers [removed: local] primary, [removed: in-home, specialty,] [added: multi-specialty, behavioral,] surgical and urgent care; helps patients and providers navigate and address complex, chronic and behavioral health needs; 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.

Optum Health works directly with consumers, care delivery systems, providers, employers, payers, and [removed: government] [added: public-sector] entities to provide high [removed: quality] [added: quality,] accessible and equitable care with improved [added: health] outcomes and reduced total cost of care.

[removed: Optum Health offers its products on a risk basis, assuming responsibility for health care costs in exchange for a monthly premium, on an] [added: Offerings also include] administrative fee [removed: basis, managing] [added: arrangements, where Optum Health manages] or [removed: administering] [added: administers] products and services in exchange for a monthly fee, and [removed: on a] fee-for-service [removed: basis, delivering] [added: arrangements, where Optum Health delivers health-related products and] medical services [removed: to patients in exchange] for [added: patients at] a contracted fee.

Optum Financial, including Optum Bank, serves consumers through [removed: 8] [added: nearly 20] million [removed: health savings and other] [added: consumer] accounts [removed: and has more than $19] [added: with nearly $20] billion in assets under management as of December 31, [removed: 2021.][added: 2022.]

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

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

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

Optum Insight connects the health care system with services, analytics and platforms that make clinical, administrative and financial processes [removed: easier] [added: simpler and more efficient] for all participants in the health care system.

Hospital systems, physicians, health plans, [removed: state governments,] [added: public entities,] life sciences companies and other organizations comprising the health care industry depend on Optum Insight to help them improve [removed: performance,] [added: performance and] reduce [removed: costs,] [added: costs through administrative efficiency and payment simplification,] advance [removed: quality,] [added: care quality through evidence-based standards built directly into clinical workflows,] meet compliance mandates and modernize their core operating systems to meet the changing needs of the health system.

*Health Systems.* Serves hospitals, physicians and other care providers to improve [removed: revenue and growth,] [added: operating performance,] better coordinate care and reduce administrative costs through technology and services to improve population health management, patient engagement, revenue cycle management and strategic growth plans.

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

Optum Insight’s aggregate backlog as of December 31, [removed: 2021] [added: 2022] was approximately [removed: $22.4] [added: $30.0] billion, of which [removed: $12.1] [added: $16.8] billion is expected to be realized within the next 12 months.

The aggregate backlog includes [removed: $8.9] [added: $10.7] billion related to affiliated agreements.

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

It also offers [removed: a] direct-to-consumer [removed: business.][added: solutions.]

In [removed: 2021,] [added: 2022,] Optum Rx managed [removed: $112] [added: $124] billion in pharmaceutical spending, including [removed: $45] [added: $52] billion in specialty pharmaceutical spending.

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

Optum [removed: Rx’s sales distribution system consists primarily of] [added: Rx sells its services through direct sales,] health insurance brokers and other health care [removed: consultants and direct sales.][added: consultants.]

Optum Rx offers multiple clinical programs, digital tools and services to help clients manage overall pharmacy and health care costs in a clinically appropriate manner which are designed to [removed: promote] [added: deliver improved consumer experiences,] better health [removed: outcomes, and to help target inappropriate utilization] [added: outcomes] and [removed: non-adherence to medication.][added: a lower total cost of care.]

In the United States, UnitedHealthcare arranges for discounted access to care through networks which, as of December 31, [removed: 2021,] [added: 2022,] include [removed: 1.5] [added: 1.7] million physicians and other health care professionals and [removed: more than 7,000] [added: 6,400] hospitals and other facilities.

See further discussion of our regulatory environment below under [“Government [removed: Regulation”](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_19)] [added: Regulation”](#i6b660947fab7488cb4d33baca2cb3a37_19)] and in [Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations.”](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_52)][added: Operations.”](#i6b660947fab7488cb4d33baca2cb3a37_52)]

[added: Domestically,] UnitedHealthcare Employer & Individual offers a comprehensive array of consumer-oriented health benefit plans and services [removed: nationwide] for large national employers, public sector employers, mid-sized employers, small businesses, and [removed: individual consumers.][added: individuals.]

[removed: When providing] [added: Through its] administrative and other management services [added: arrangements] to customers who elect to self-fund the health care costs of their employees and employees’ dependents, UnitedHealthcare Employer & Individual receives a fixed monthly service fee per individual served.

UnitedHealthcare Medicare & Retirement provides health and well-being services to individuals age 50 and older, addressing their unique [removed: needs for preventive and acute health care services, as well as services dealing with chronic disease and other specialized issues common among older people.][added: needs.]

[removed: UnitedHealthcare Medicare & Retirement] [added: These] offerings include care management and health system navigator services, clinical management programs, nurse health line services, 24-hour access to health care information, access to discounted health services from a network of care providers and administrative services.

[removed: UnitedHealthcare Medicare & Retirement’s major] [added: Major] product categories include:

*Medicare Advantage.* [removed: UnitedHealthcare Medicare & Retirement provides] [added: Provides] health care coverage for seniors and other eligible Medicare beneficiaries through the Medicare Advantage program administered by the Centers for Medicare & Medicaid Services (CMS), including Medicare Advantage HMO plans, Preferred Provider Organization (PPO) plans, Point-of-Service plans, Private-Fee-for-Service plans and Special Needs Plans (SNPs).

Under the Medicare Advantage program, UnitedHealthcare Medicare & Retirement provides health [removed: insurance] [added: benefits] coverage in exchange for a fixed monthly premium per member from CMS plus, in some cases, monthly consumer premiums.

UnitedHealthcare Medicare & Retirement served [removed: 6.5] [added: 7.1] million people through its Medicare Advantage products as of December 31, [removed: 2021.][added: 2022.]

For example, through our HouseCalls program, nurse practitioners performed [removed: more than 2.1] [added: nearly 2.3] million clinical preventive home care visits in [removed: 2021] [added: 2022] to address unmet care opportunities and close gaps in care.

*Medicare Part D.* [removed: UnitedHealthcare Medicare & Retirement provides] [added: Provides] Medicare Part D benefits to beneficiaries through its Medicare Advantage and stand-alone Medicare Part D plans.

As of December 31, [removed: 2021,] [added: 2022,] UnitedHealthcare enrolled [removed: 9.5] [added: 9.6] million people in the Medicare Part D programs, including [removed: 3.7] [added: 3.3] million individuals in stand-alone Medicare Part D plans, with the remainder in Medicare Advantage plans incorporating Medicare Part D coverage.

[removed: *Medicare Supplement.*] UnitedHealthcare Medicare & Retirement [removed: is currently serving] [added: served] 4.4 million seniors nationwide through various Medicare Supplement products in association with [removed: AARP.][added: AARP as of December 31, 2022.]

[removed: UnitedHealthcare Medicare & Retirement offers] [added: *Medicare Supplement.* Provides] a full range of supplemental products at diverse price points.

Premium revenues from CMS represented [removed: 36%] [added: 38%] of UnitedHealth Group’s total consolidated revenues for the year ended December 31, [removed: 2021,] [added: 2022,] most of which were generated by UnitedHealthcare Medicare & Retirement.

UnitedHealthcare Community & State’s primary customers oversee Medicaid plans, including Temporary Assistance to Needy [removed: Families (TANF);] [added: Families;] Children’s Health Insurance Programs (CHIP); Dual SNPs (DSNPs); Long-Term Services and Supports (LTSS); Aged, Blind and Disabled; and other federal, state and community health care programs.

Optum Health provides comprehensive and patient-centered care, addressing the physical, mental, social, and financial well-being of 102 million consumers and serves more than 100 health payer partners.

We engage people in the most appropriate care settings, including clinical sites, in-home and virtual.

Optum Health offerings include fully accountable value-based arrangements, where Optum Health assumes responsibility for health care costs in exchange for a monthly premium.

Optum Insight’s aggregate backlog as of December 31, 2021, was $22.4 billion, including $8.9 billion related to affiliated agreements.

Optum Rx is accelerating the integration of medical, pharmacy and behavioral care and treating the whole patient by embedding our pharmacists as key members of the patient care team.

As of December 31, 2022, UnitedHealthcare Employer & Individual provides access to medical services for 26.7 million people.

Globally, UnitedHealthcare Employer & Individual serves nearly 7.7 million people with medical and dental benefits, typically

UnitedHealthcare Employer & Individual is focused on providing informed benefit solutions that create customized plan designs and clinical programs for employers that contribute to well-being and reduce the total cost of care along with providing simpler consumer experiences in response to market dynamics.

personal information.

in compliance with applicable consumer protection statutes, regulations and agency guidelines.

As a diversified health care company, we operate in highly competitive markets across the full expanse of health care benefits and services.

*Rupert Bondy* has served as Executive Vice President and Chief Legal Officer of UnitedHealth Group since March 2022 and additionally as Corporate Secretary since April 2022.

Prior to joining UnitedHealth Group, Rupert served as Senior Vice President, General Counsel and Corporate Secretary at Reckitt Benckiser Group, a consumer goods group focused on hygiene, health and nutrition products, from January 2017 to February 2022.

Prior to joining Reckitt Benckieser Group, he served as Group General Counsel of BP plc, an international energy company, and, among his prior positions, as Senior Vice President and General Counsel of GlaxoSmithKline, a global pharmaceutical company.

From February 2021 to March 2022, Erin served as chief of staff to UnitedHealth Group’s Office of the Chief Executive.

Prior to joining UnitedHealth Group, Erin was Executive Vice President and Chief Human Resources Officer for EMC Corporation, an international technology company.

UnitedHealthcare Global provides health and dental benefits and hospital and clinical services to employer groups and individuals in South America, and through other diversified global health services.

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

During 2021, Optum Financial processed $264 billion in digital medical payments to physicians and other health care providers.

Optum Insight serves the needs of health systems (such as physicians and hospital systems), health plans, state governments and life sciences companies.

Optum Insight’s aggregate backlog as of December 31, 2020, was $20.2 billion.

Optum Rx offers a distinctive approach to integrating the management of medical and pharmaceutical care by using data and advanced analytics to help improve comprehensive decision-making, elevate quality, close gaps in care and reduce costs for customers and people served.

As of December 31, 2021, UnitedHealthcare Employer & Individual provides access to medical services for 26.6 million people on behalf of our customers and alliance partners, including employer customers, serving people across all 50 states, the District of Columbia and most U.S. territories.

Products are offered through affiliates licensed as insurance companies, health maintenance organizations (HMOs), or TPAs.

Large employer groups typically use self-funded arrangements where UnitedHealthcare Employer & Individual earns a service fee.

Smaller employer groups and individuals are more likely to purchase risk-based products because they are less willing or unable to bear a greater potential liability for health care expenditures.

The consolidated purchasing capacity represented by the individuals served by UnitedHealth Group makes it possible for UnitedHealthcare Employer & Individual to contract for cost-effective access to a large number of conveniently located care professionals and facilities.

UnitedHealthcare Employer & Individual has relationships with network care providers who integrate data and analytics, implement value-based payment arrangements and care management programs that enable us to jointly better manage health care and improve quality across populations.

UnitedHealthcare Employer & Individual’s comprehensive and integrated pharmacy care services promote lower costs by using formulary programs to produce better unit costs, encouraging consumers to use drugs offering improved value and outcomes, helping consumers take actions to improve their health and supporting the appropriate use of drugs based on clinical evidence through physician and consumer education programs.

UnitedHealthcare Employer & Individual’s diverse product portfolio offers employers a continuum of benefit designs, price points and approaches to consumer engagement which provides the flexibility to meet a full spectrum of their coverage needs.

Each medical plan has a core set of clinical programs embedded in the offering, with additional services available depending on offering type (risk-based or self-funded), line of business (such as small business, key accounts, public sector, national accounts or individual consumers) and clinical need.

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.

UnitedHealthcare Medicare & Retirement is fully dedicated to serving this growing market segment, providing products and services in all 50 states, the District of Columbia and most U.S. territories.

UnitedHealthcare Medicare & Retirement is positioned to serve seniors who find affordable, network-based care provided through Medicare Advantage plans to meet their unique health care needs.

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

Supplement and Medicare Prescription Drug Benefit (Medicare Part D) programs to expand their government-sponsored Medicare by providing additional benefits and coverage options.

Medicare Advantage plans are designed to compete at the local level, taking into account consumer and care provider preferences, competitor offerings, our quality and cost initiatives, our historical financial results and the long-term payment rate outlook for each geographic area.

UnitedHealthcare Medicare & Retirement’s senior-focused care management model operates at a medical cost level below traditional Medicare, while helping seniors live healthier lives.

Our Navigate4Me program provides a single point of contact and a direct line of support for individuals as they go through their health care experiences.

For high-risk patients in certain care settings and programs, UnitedHealthcare Medicare & Retirement uses proprietary, automated medical record software and digital therapeutics for remote monitoring enabling clinical care teams to capture and track patient data and clinical encounters, creating a comprehensive set of care information bridging capabilities across home, hospital and nursing home care settings.

Proprietary predictive modeling tools help identify people at high risk and enable care managers to create individualized care plans to help them obtain the right care, in the right place, at the right time.

Each of the plans includes the majority of the drugs covered by Medicare and provides varying levels of coverage to meet the diverse needs of Medicare beneficiaries.

A number of factors are considered by UnitedHealthcare Community & State when choosing programs for participation, including the state’s commitment and consistency of support for its Medicaid managed care program in terms of service, innovation and funding; the eligible population base, both immediate and long term; and the structure of the projected program.

UnitedHealthcare Community & State works with its state customers to advocate for actuarially sound rates, commensurate with medical cost trends.

UnitedHealthcare Community & State leverages the national capabilities of UnitedHealth Group locally, supporting effective care management, strong regulatory partnerships, greater administrative efficiency, improved clinical outcomes and the ability to adapt to a changing national and local market environment.

UnitedHealthcare Community & State coordinates resources among family, physicians, other health care providers, and government and community-based agencies and organizations to facilitate continuous and effective care and often addresses other social determinants affecting people’s health status and health system usage.

Although approximately 80% of the people in state Medicaid programs are served by managed care, there remains significant growth opportunity as this population represents only approximately 55% of total Medicaid spending.

UnitedHealthcare Community & State’s business development opportunities include entering fee-for-service markets converting to managed care; and growing in existing managed care markets, including state expansions to populations with more complex needs requiring more sophisticated models of care, including DSNP and LTSS programs.

Our offerings to state expansion cover more medically complex populations, including integrated care management of physical, behavioral, long-term care services and supports, and social services by applying strong data analytics and community-based collaboration.

UnitedHealthcare Community & State continues to evolve its clinical model to enhance quality and the clinical experience for the people it serves.

The model enables UnitedHealthcare Community & State to quickly identify the people who could benefit most from more highly coordinated care.

UnitedHealthcare Global

UnitedHealthcare Global serves multinational and local businesses, governments, insurers and individuals and their families through health insurance plans for local populations, care delivery services, benefit plans and risk and assistance solutions.

In Brazil, Amil provides health benefits to 3.4 million people and dental benefits to nearly 2.3 million people.

Empresas Banmédica provides health benefits and health care services to approximately 2.1 million people in Chile, Colombia and Peru.

Lusíadas Saúde provides clinical services to people in Portugal through an owned network of hospitals and outpatient clinics.

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](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_217) [and](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_217) [Supplementary](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_217) [Data](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_217)[”](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_217)][added: Statements and Supplementary Data”](#i6b660947fab7488cb4d33baca2cb3a37_208)]

For the fiscal year ended December 31, [removed: 2021][added: 2022]

[removed: ][added: ]

The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, [removed: 2021] [added: 2022] was [removed: $376,162,785,060] [added: $479,550,880,245] (based on the last reported sale price of [removed: $400.44] [added: $513.63] per share on June 30, [removed: 2021] [added: 2022] as reported on the [removed: 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 31, [removed: 2022,] [added: 2023,] there were [removed: 940,899,146] [added: 932,846,602] 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: 2022] [added: 2023] Annual Meeting of Shareholders.

| Item 1. | | | [removed: [Business](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_13)] [added: [Business](#i6b660947fab7488cb4d33baca2cb3a37_13)] | | | [removed: [1](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_13)] [added: [1](#i6b660947fab7488cb4d33baca2cb3a37_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_22)] [added: Factors](#i6b660947fab7488cb4d33baca2cb3a37_22)] | | | [removed: [11](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_22)] [added: [10](#i6b660947fab7488cb4d33baca2cb3a37_22)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_25)] [added: Comments](#i6b660947fab7488cb4d33baca2cb3a37_25)] | | | [removed: [22](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_25)] [added: [20](#i6b660947fab7488cb4d33baca2cb3a37_25)] | | |

| Item 2. | | | [removed: [Properties](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_28)] [added: [Properties](#i6b660947fab7488cb4d33baca2cb3a37_28)] | | | [removed: [22](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_28)] [added: [21](#i6b660947fab7488cb4d33baca2cb3a37_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_31)] [added: Proceedings](#i6b660947fab7488cb4d33baca2cb3a37_31)] | | | [removed: [22](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_31)] [added: [21](#i6b660947fab7488cb4d33baca2cb3a37_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_34)] [added: Disclosures](#i6b660947fab7488cb4d33baca2cb3a37_34)] | | | [removed: [22](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_34)] [added: [21](#i6b660947fab7488cb4d33baca2cb3a37_34)] | | |

| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_40)] [added: Securities](#i6b660947fab7488cb4d33baca2cb3a37_40)] | | | [removed: [23](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_40)] [added: [21](#i6b660947fab7488cb4d33baca2cb3a37_40)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_49)] [added: [\[Reserved\]](#i6b660947fab7488cb4d33baca2cb3a37_49)] | | | [removed: [24](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_49)] [added: [22](#i6b660947fab7488cb4d33baca2cb3a37_49)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_52)] [added: Operations](#i6b660947fab7488cb4d33baca2cb3a37_52)] | | | [removed: [25](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_52)] [added: [23](#i6b660947fab7488cb4d33baca2cb3a37_52)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_70)] [added: Risk](#i6b660947fab7488cb4d33baca2cb3a37_70)] | | | [removed: [35](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_70)] [added: [32](#i6b660947fab7488cb4d33baca2cb3a37_70)] | | |

| Item 8. | | | [Financial [removed: Statement](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_73)[s](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_73) [and] [added: Statements and] Supplementary [removed: Data](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_73)] [added: Data](#i6b660947fab7488cb4d33baca2cb3a37_73)] | | | [removed: [37](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_73)] [added: [34](#i6b660947fab7488cb4d33baca2cb3a37_73)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_226)] [added: Disclosure](#i6b660947fab7488cb4d33baca2cb3a37_214)] | | | [removed: [67](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_226)] [added: [66](#i6b660947fab7488cb4d33baca2cb3a37_214)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_229)] [added: Procedures](#i6b660947fab7488cb4d33baca2cb3a37_217)] | | | [removed: [67](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_229)] [added: [66](#i6b660947fab7488cb4d33baca2cb3a37_217)] | | |

| Item 9B. | | | [Other [removed: Information](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_244)] [added: Information](#i6b660947fab7488cb4d33baca2cb3a37_232)] | | | [removed: [70](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_244)] [added: [69](#i6b660947fab7488cb4d33baca2cb3a37_232)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_2785)] [added: Inspections](#i6b660947fab7488cb4d33baca2cb3a37_235)] | | | [removed: [70](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_2785)] [added: [69](#i6b660947fab7488cb4d33baca2cb3a37_235)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_250)] [added: Governance](#i6b660947fab7488cb4d33baca2cb3a37_241)] | | | [removed: [70](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_250)] [added: [69](#i6b660947fab7488cb4d33baca2cb3a37_241)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_253)] [added: Compensation](#i6b660947fab7488cb4d33baca2cb3a37_244)] | | | [removed: [70](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_253)] [added: [69](#i6b660947fab7488cb4d33baca2cb3a37_244)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related [removed: S](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_256)[tock](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_256)[holder Matters](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_256)] [added: Stockholder Matters](#i6b660947fab7488cb4d33baca2cb3a37_247)] | | | [removed: [71](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_256)] [added: [70](#i6b660947fab7488cb4d33baca2cb3a37_247)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_259)] [added: Independence](#i6b660947fab7488cb4d33baca2cb3a37_250)] | | | [removed: [71](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_259)] [added: [70](#i6b660947fab7488cb4d33baca2cb3a37_250)] | | |

| Item 14. | | | [Principal [removed: Account](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_262)[ant](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_262) [Fees] [added: Accountant Fees] and [removed: Services](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_262)] [added: Services](#i6b660947fab7488cb4d33baca2cb3a37_253)] | | | [removed: [71](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_262)] [added: [70](#i6b660947fab7488cb4d33baca2cb3a37_253)] | | |

| Item 15. | | | [Exhibit and Financial Statement [removed: Schedules](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_268)] [added: Schedules](#i6b660947fab7488cb4d33baca2cb3a37_259)] | | | [removed: [72](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_268)] [added: [71](#i6b660947fab7488cb4d33baca2cb3a37_259)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_289)] [added: Summary](#i6b660947fab7488cb4d33baca2cb3a37_280)] | | | [removed: [80](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_289)] [added: [79](#i6b660947fab7488cb4d33baca2cb3a37_280)] | | |

_________________________________________________________

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [Signatures](#i6b660947fab7488cb4d33baca2cb3a37_283) | | | | | | [80](#i6b660947fab7488cb4d33baca2cb3a37_283) | | |

_________________________________________________________

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

[removed: To] [added: We own and lease real properties to] support our business operations in the United States and other [removed: countries we own and lease real properties.][added: countries.]

Our [removed: various] reportable segments use these facilities for their respective business purposes, and we believe [removed: these] [added: the] current facilities are suitable for their respective uses and are adequate for our anticipated future needs.

On January 31, [removed: 2022,] [added: 2023,] there were [removed: 10,644 registered] [added: 10,260] holders of record of our common stock.

In June [removed: 2021,] [added: 2022,] the Company’s Board of Directors increased the Company’s quarterly cash dividend to shareholders to an annual rate of [removed: $5.80] [added: $6.60] compared to [removed: $5.00] [added: $5.80] per share, which the Company had paid since June [removed: 2020.][added: 2021.]

[added: (a)] In November 1997, our Board of Directors adopted a share repurchase program, which the Board evaluates periodically.

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 [removed: index] [added: Index] for the five-year period ended December 31, [removed: 2021.][added: 2022.]

The comparisons assume the investment of $100 on December 31, [removed: 2016] [added: 2017] in our common stock and in each index, and dividends were reinvested when paid.

[removed: ][added: ]

Issuer Purchases of Equity Securities (a)

Fourth Quarter 2022

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

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

| For the Month Ended | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid Per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Maximum Number of Shares That May Yet Be Purchased Under The Plans or Programs | | |

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

| October 31, 2022 | | | | | | 0.7 | | | | | | $ | 519.51 | | | | | 0.7 | | | | | | 32.3 | | |

| November 30, 2022 | | | | | | 0.6 | | | | | | 533.81 | | | | | | 0.6 | | | | | | 31.7 | | |

| December 31, 2022 | | | | | | 0.6 | | | | | | 533.56 | | | | | | 0.6 | | | | | | 31.1 | | |

| Total | | | | | | 1.9 | | | | | | $ | 528.87 | | | | | 1.9 | | | | | | | | |

In June 2018, the Board of Directors renewed our share repurchase program with an authorization to repurchase up to 100 million shares of our common stock in open market purchases or other types of transactions (including prepaid or structured repurchase programs).

| | | | 12/17 | | | | | | 12/18 | | | | | | 12/19 | | | | | | 12/20 | | | | | | 12/21 | | | | | | 12/22 | | |

| UnitedHealth Group | | | $ | 100.00 | | | | | $ | 114.52 | | | | | $ | 137.41 | | | | | $ | 166.55 | | | | | $ | 241.85 | | | | | $ | 258.65 | |

| S&P Health Care Index | | | 100.00 | | | | | | 106.47 | | | | | | 128.64 | | | | | | 145.93 | | | | | | 184.07 | | | | | | 180.47 | | |

| Dow Jones US Industrial Average | | | 100.00 | | | | | | 96.52 | | | | | | 120.98 | | | | | | 132.75 | | | | | | 160.55 | | | | | | 149.53 | | |

| S&P 500 Index | | | 100.00 | | | | | | 95.62 | | | | | | 125.72 | | | | | | 148.85 | | | | | | 191.58 | | | | | | 156.89 | | |

During the fourth quarter of 2021, we repurchased 2.3 million shares at an average price of $447.99 per share.

As of December 31, 2021, we had Board authorization to purchase up to 45 million shares of our common stock.

| | | | 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 | | |

| [removed: [R](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_76)[eport] [added: [Report] of Independent Registered Public Accounting [removed: Firm](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_76) [(](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_76)[PCAOB] [added: Firm (](#i6b660947fab7488cb4d33baca2cb3a37_76)[PCAOB] ID [removed: No](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_76) [](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_76) 34[)](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_76)] [added: No](#i6b660947fab7488cb4d33baca2cb3a37_76) 34[)](#i6b660947fab7488cb4d33baca2cb3a37_76)] | | | [removed: [38](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_76)] [added: [35](#i6b660947fab7488cb4d33baca2cb3a37_76)] | | |

| [Consolidated Balance [removed: Sheets](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_79)] [added: Sheets](#i6b660947fab7488cb4d33baca2cb3a37_79)] | | | [removed: [40](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_79)] [added: [37](#i6b660947fab7488cb4d33baca2cb3a37_79)] | | |

| [Consolidated Statements of [removed: Operations](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_85)] [added: Operations](#i6b660947fab7488cb4d33baca2cb3a37_85)] | | | [removed: [41](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_85)] [added: [38](#i6b660947fab7488cb4d33baca2cb3a37_85)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_88)] [added: Income](#i6b660947fab7488cb4d33baca2cb3a37_88)] | | | [removed: [42](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_88)] [added: [39](#i6b660947fab7488cb4d33baca2cb3a37_88)] | | |

| [Consolidated Statements of Changes in [removed: Equity](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_91)] [added: Equity](#i6b660947fab7488cb4d33baca2cb3a37_91)] | | | [removed: [43](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_91)] [added: [40](#i6b660947fab7488cb4d33baca2cb3a37_91)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_97)] [added: Flows](#i6b660947fab7488cb4d33baca2cb3a37_97)] | | | [removed: [44](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_97)] [added: [41](#i6b660947fab7488cb4d33baca2cb3a37_97)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_100)] [added: Statements](#i6b660947fab7488cb4d33baca2cb3a37_100)] | | | [removed: [45](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_100)] [added: [42](#i6b660947fab7488cb4d33baca2cb3a37_100)] | | |

| [1. Description of [removed: Business](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_103)] [added: Business](#i6b660947fab7488cb4d33baca2cb3a37_103)] | | | [removed: [45](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_103)] [added: [42](#i6b660947fab7488cb4d33baca2cb3a37_103)] | | |

| [2. Basis of Presentation, Use of Estimates and Significant Accounting [removed: Policies](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_106)] [added: Policies](#i6b660947fab7488cb4d33baca2cb3a37_106)] | | | [removed: [45](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_106)] [added: [42](#i6b660947fab7488cb4d33baca2cb3a37_106)] | | |

| [5. Property, Equipment and Capitalized [removed: Software](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_181)] [added: Software](#i6b660947fab7488cb4d33baca2cb3a37_172)] | | | [removed: [54](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_181)] [added: [51](#i6b660947fab7488cb4d33baca2cb3a37_172)] | | |

| [6. Goodwill and Other Intangible [removed: Assets](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_184)] [added: Assets](#i6b660947fab7488cb4d33baca2cb3a37_175)] | | | [removed: [54](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_184)] [added: [51](#i6b660947fab7488cb4d33baca2cb3a37_175)] | | |

| [removed: [7.] Medical [removed: Costs Payable](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_190)] [added: costs payable] | | | [removed: [55](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_190)] | | | [added: — | | | | | | (308) | | | | | | (308) | | |]

| [8. Short-Term Borrowings and Long-Term [removed: Debt](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_193)] [added: Debt](#i6b660947fab7488cb4d33baca2cb3a37_184)] | | | [removed: [57](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_193)] [added: [54](#i6b660947fab7488cb4d33baca2cb3a37_184)] | | |

| [10. Shareholders’ [removed: Equity](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_205)] [added: Equity](#i6b660947fab7488cb4d33baca2cb3a37_196)] | | | [removed: [60](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_205)] [added: [58](#i6b660947fab7488cb4d33baca2cb3a37_196)] | | |

| [11. Share-Based [removed: Compensation](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_211)] [added: Compensation](#i6b660947fab7488cb4d33baca2cb3a37_202)] | | | [removed: [61](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_211)] [added: [59](#i6b660947fab7488cb4d33baca2cb3a37_202)] | | |

| [12. Commitments and [removed: Contingencies](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_217)] [added: Contingencies](#i6b660947fab7488cb4d33baca2cb3a37_208)] | | | [removed: [63](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_217)] [added: [61](#i6b660947fab7488cb4d33baca2cb3a37_208)] | | |

We have audited the accompanying consolidated balance sheets of UnitedHealth Group Incorporated and Subsidiaries (the [removed: "Company")] [added: “Company”)] as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] and the related notes (collectively referred to as the [removed: "financial statements").][added: “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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission,] [added: Commission] and our report dated February [removed: 15, 2022] [added: 24, 2023] expressed an unqualified opinion on the Company’s internal control over financial reporting.

Critical Audit [removed: Matters][added: Matter]

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

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

At December 31, [removed: 2021] [added: 2022,] the Company’s IBNR balance was [removed: $17] [added: $20] billion.

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 [removed: claim levels, processing cycles,] [added: actual care activity,] and [removed: consideration of COVID-19.][added: processing cycles.]

◦Performing a retrospective review comparing management’s prior year estimate of IBNR to claims processed in [removed: 2021] [added: 2022] with dates of service in [removed: 2020] [added: 2021] or prior.

| (in millions, except per share data) | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | December 31, [removed: 2020] [added: 2021] | | |

| Cash and cash equivalents | | | | | | $ | [removed: 21,375] [added: 23,365] | | | | | $ | [removed: 16,921] [added: 21,375] | |

| Short-term investments | | | | | | [removed: 2,532] [added: 4,546] | | | | | | [removed: 2,860] [added: 2,532] | | |

| Accounts receivable, net of allowances of [removed: $954] [added: $877] and [removed: $990] [added: $954] | | | | | | [removed: 14,216] [added: 17,681] | | | | | | [removed: 12,870] [added: 14,216] | | |

| Other current receivables, net of allowances of [removed: $993] [added: $1,433] and [removed: $1,047] [added: $993] | | | | | | [removed: 13,866] [added: 12,769] | | | | | | [removed: 12,534] [added: 13,866] | | |

| Assets under management | | | | | | [removed: 4,449] [added: 4,087] | | | | | | [removed: 4,076] [added: 4,449] | | |

| Prepaid expenses and other current assets | | | | | | [removed: 5,320] [added: 6,621] | | | | | | [removed: 4,457] [added: 5,320] | | |

| Total current assets | | | | | | [removed: 61,758] [added: 69,069] | | | | | | [removed: 53,718] [added: 61,758] | | |

| Long-term investments | | | | | | [removed: 43,114] [added: 43,728] | | | | | | [removed: 41,242] [added: 43,114] | | |

| Property, equipment and capitalized software, net of accumulated depreciation and amortization of [removed: $5,992] [added: $6,930] and [removed: $5,230] [added: $5,992] | | | | | | [removed: 8,969] [added: 10,128] | | | | | | [removed: 8,626] [added: 8,969] | | |

| Goodwill | | | | | | [removed: 75,795] [added: 93,352] | | | | | | [removed: 71,337] [added: 75,795] | | |

| Other intangible assets, net of accumulated amortization of [removed: $5,636] [added: $6,137] and [removed: $5,455] [added: $5,636] | | | | | | [removed: 10,044] [added: 14,401] | | | | | | [removed: 10,856] [added: 10,044] | | |

| Other assets | | | | | | [removed: 12,526] [added: 15,027] | | | | | | [removed: 11,510] [added: 12,526] | | |

| Total assets | | | | | | $ | [removed: 212,206] [added: 245,705] | | | | | $ | [removed: 197,289] [added: 212,206] | |

| Medical costs payable | | | | | | $ | [removed: 24,483] [added: 29,056] | | | | | $ | [removed: 21,872] [added: 24,483] | |

| [3. Investments](#i6b660947fab7488cb4d33baca2cb3a37_163) | | | [47](#i6b660947fab7488cb4d33baca2cb3a37_163) | | |

| [4. Fair Value](#i6b660947fab7488cb4d33baca2cb3a37_166) | | | [48](#i6b660947fab7488cb4d33baca2cb3a37_166) | | |

| [7. Medical Costs Payable](#i6b660947fab7488cb4d33baca2cb3a37_181) | | | [52](#i6b660947fab7488cb4d33baca2cb3a37_181) | | |

| [9. Income Taxes](#i6b660947fab7488cb4d33baca2cb3a37_190) | | | [56](#i6b660947fab7488cb4d33baca2cb3a37_190) | | |

| [13. Business Combinations](#i6b660947fab7488cb4d33baca2cb3a37_2699) | | | [62](#i6b660947fab7488cb4d33baca2cb3a37_2699) | | |

| [14. Segment Financial Information](#i6b660947fab7488cb4d33baca2cb3a37_211) | | | [64](#i6b660947fab7488cb4d33baca2cb3a37_211) | | |

| February 24, 2023 | | |

See [Notes to the Consolidated Financial Statements](#i6b660947fab7488cb4d33baca2cb3a37_100)

See [Notes to the Consolidated Financial Statements](#i6b660947fab7488cb4d33baca2cb3a37_100)

| Net earnings | | | | | | | | | | | | | | | | | | | | | | | | 20,120 | | | | | | | | | | | | | | | | | | 406 | | | | | | 20,526 | | |

| Other comprehensive (loss) gains | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (3,201) | | | | | | 192 | | | | | | | | | | | | (3,009) | | |

| Balance at December 31, 2022 | | | | | | 934 | | | | | | $ | 9 | | | | | $ | — | | | | | $ | 86,156 | | | | | $ | (2,778) | | | | | $ | (5,615) | | | | | $ | 3,678 | | | | | $ | 81,450 | |

See [Notes to the Consolidated Financial Statements](#i6b660947fab7488cb4d33baca2cb3a37_100)

| Depreciation and amortization | | | | | | 3,400 | | | | | | 3,103 | | | | | | 2,891 | | |

| Cash received from dispositions | | | | | | 3,414 | | | | | | 15 | | | | | | 221 | | |

| Other, net | | | | | | (793) | | | | | | (1,269) | | | | | | (727) | | |

See [Notes to the Consolidated Financial Statements](#i6b660947fab7488cb4d33baca2cb3a37_100)

demographics, the introduction of new technologies, benefit plan changes, and business mix changes related to products, customers and geography.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets include pharmaceutical drug and supplies inventory of $3.5 billion and $2.9 billion as of December 31, 2022 and 2021, respectively.

Comparative market multiples are used to corroborate the results of the discounted cash flow test.

These interests primarily relate to put options on unowned shares, which are typically redeemable at fair value after a certain time period.

The Company accretes changes in the redemption value to the earliest redemption date utilizing the interest method.

If all interests were currently redeemable, the difference between the carrying value and the estimated redemption value is not material.

| (in millions) | | | | | | 2022 | | | | | | 2021 | | |

| Acquisitions | | | | | | 3,108 | | | | | | 28 | | |

| December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Corporate obligations | | | | | | 23,675 | | | | | | 17 | | | | | | (1,798) | | | | | | 21,894 | | |

| Total debt securities | | | | | | $ | 46,622 | | | | | $ | 59 | | | | | $ | (3,681) | | | | | $ | 43,000 | |

| Due in one year or less | | | | | | $ | 4,713 | | | | | $ | 4,682 | | | | | $ | 374 | | | | | $ | 369 | |

| Total debt securities | | | | | | $ | 45,926 | | | | | $ | 42,321 | | | | | $ | 696 | | | | | $ | 679 | |

| December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| U.S. government and agency obligations | | | | | | $ | 2,007 | | | | | $ | (96) | | | | | $ | 1,290 | | | | | $ | (189) | | | | | $ | 3,297 | | | | | $ | (285) | |

| State and municipal obligations | | | | | | 4,630 | | | | | | (288) | | | | | | 1,178 | | | | | | (191) | | | | | | 5,808 | | | | | | (479) | | |

| Corporate obligations | | | | | | 13,003 | | | | | | (893) | | | | | | 6,637 | | | | | | (905) | | | | | | 19,640 | | | | | | (1,798) | | |

| Total debt securities - available-for-sale | | | | | | $ | 24,899 | | | | | $ | (1,750) | | | | | $ | 12,320 | | | | | $ | (1,914) | | | | | $ | 37,219 | | | | | $ | (3,664) | |

| December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | | | | | | $ | 23,202 | | | | | $ | 163 | | | | | $ | — | | | | | $ | 23,365 | |

| Corporate obligations | | | | | | 7 | | | | | | 21,695 | | | | | | 192 | | | | | | 21,894 | | |

| Equity securities | | | | | | 2,043 | | | | | | 35 | | | | | | 70 | | | | | | 2,148 | | |

| [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) | | |

*Critical Audit Matter Description*

*How the Critical Audit Matter Was Addressed in the Audit*

Goodwill - Refer to Notes 2 and 6 to the financial statements.

At December 31, 2021, the Company’s goodwill balance was $76 billion.

As discussed in Note 2 of the financial statements, for reporting units where a quantitative analysis is performed, the Company performs an annual impairment test measuring the fair values of the reporting units and comparing them to their aggregate carrying values including goodwill.

The estimates of the reporting unit fair values are calculated using a discounted cash flow method or a weighted combination of discounted cash flows and a market-based method.

The discounted cash flow method includes assumptions about revenue trends, medical cost trends, and operating costs as well as discount rates.

The market-based method requires determination of an appropriate group of peer companies whose securities are traded on an active market.

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

We identified a critical audit matter related to the quantitative analysis performed for such reporting units because of the significant assumptions made by management to estimate the fair value of the reporting unit.

This required increased auditor judgment and extent of effort, including involvement of fair value specialists to evaluate the reasonableness of management’s estimates and assumptions related to peer company selection and financial projections, which can be impacted by regulatory and macro-economic factors.

Our audit procedures related to the valuation, business, and market assumptions including the discount rate, financial forecasts, and peer group used by management to estimate the fair value of reporting units where a quantitative analysis was performed, included the following, among others:

- We tested the effectiveness of controls over management’s annual goodwill impairment assessment, including those over the determination of the fair value such as controls related to management’s financial forecasts, as well as controls over the selection of discount rates, company specific risks, peer companies, and market multiples.

- We evaluated management’s ability to forecast and meet future revenue, medical cost trend, and operating costs by comparing:

◦Actual results to historical forecasts.

◦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, 2021 annual measurement date to December 31, 2021.

- We evaluated management’s selection of peer companies and market multiples.

- With the assistance of our fair value specialists, we evaluated the reasonableness of (1) 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:

◦Testing the source information underlying the determination of the discount rate and the mathematical accuracy of the calculation.

◦Developing a range of independent discount rate estimates and comparing to those selected by management.

| February 15, 2022 | | |

| Additional paid-in capital | | | | | | — | | | | | | — | | |

| Balance at January 1, 2019 | | | | | | 960 | | | | | | $ | 10 | | | | | $ | — | | | | | $ | 55,846 | | | | | $ | (264) | | | | | $ | (3,896) | | | | | $ | 2,623 | | | | | $ | 54,319 | |

| Adjustment to adopt ASU 2016-02 | | | | | | | | | | | | | | | | | | | | | | | | (13) | | | | | | | | | | | | | | | | | | (5) | | | | | | (18) | | |

| Net earnings | | | | | | | | | | | | | | | | | | | | | | | | 13,839 | | | | | | | | | | | | | | | | | | 285 | | | | | | 14,124 | | |

| Other comprehensive income (loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 853 | | | | | | (271) | | | | | | | | | | | | 582 | | |

| Other, net | | | | | | (1,254) | | | | | | (506) | | | | | | 219 | | |

For the years ended December 31, 2021 and 2020, the Company recognized revenue and cost of products sold for retail pharmacy co-payments related to its Optum Rx business.

Revenue recognized in prior periods related to retail pharmacy transactions excludes the member’s applicable co-payment.

There was no impact on earnings from operations, net earnings, earnings per share or total equity.

The actuarial

Judgments related to these factors contemplated the impact of COVID-19.

| Acquisitions | | | | | | 28 | | | | | | 321 | | |

ACA Tax

The Health Insurance Tax was permanently repealed by Congress, effective January 1, 2021.

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: 2021.][added: 2022.]

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: 2021.][added: 2022.]

There have been no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2021] [added: 2022] 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: 2021][added: 2022]

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

Based on our assessment and the COSO criteria, we believe that, as of December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] as stated in the [Report of Independent Registered Public Accounting [removed: Firm](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_241),] [added: Firm](#i6b660947fab7488cb4d33baca2cb3a37_229),] 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: 2021,] [added: 2022,] based on criteria established in Internal Control — Integrated Framework (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: 2021,] [added: 2022,] based on criteria established in Internal Control — Integrated Framework (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: 2021,] [added: 2022,] of the Company and our report dated February [removed: 15, 2022,] [added: 24, 2023,] 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: 2021.][added: 2022.]

| February 24, 2023 | | |

| February 15, 2022 | | |

The following sets forth certain information regarding our directors as of February [removed: 15, 2022,] [added: 24, 2023,] including their name and principal occupation or employment:

| [removed: Richard T. Burke] [added: Timothy Flynn] | | | | | | F. William McNabb III | | |

| [removed: Chief Executive Officer and] [added: Retired] Chair [removed: Senior Connect Acquisition Corp.] [added: KPMG International] | | | | | | Former Chairman and Chief Executive Officer The Vanguard Group, Inc. | | |

| [removed: Timothy P. Flynn] [added: Paul Garcia] | | | | | | Valerie [removed: C.] Montgomery Rice, M.D. | | |

| Retired Chair [removed: KPMG International] [added: and Chief Executive Officer Global Payments Inc.] | | | | | | President and Chief Executive Officer Morehouse School of Medicine | | |

| [removed: Paul. R Garcia] [added: Kristen Gil] | | | | | | John [removed: H.] Noseworthy, M.D. | | |

| [removed: Retired Chair] [added: Vice President] and [removed: Chief Executive] [added: Business Finance] Officer [removed: Global Payments] [added: Alphabet] Inc. | | | | | | Former Chief Executive Officer and President Mayo Clinic | | |

| Michele [removed: J.] Hooper | | | | | | [removed: Andrew P. Witty] | | |

| Lead Independent Director UnitedHealth Group President and Chief Executive Officer The Directors’ Council | | | | | | [removed: Chief Executive Officer UnitedHealth Group] | | |

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](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_13)] [added: 1](#i6b660947fab7488cb4d33baca2cb3a37_13)] under the caption “Information About our Executive Officers.”

For information about how to obtain the Code of Conduct, see [Part I, Item 1, [removed: “Business.”](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_13)] [added: “Business.”](#i6b660947fab7488cb4d33baca2cb3a37_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: 2022] [added: 2023] Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

| Stephen Hemsley | | | | | | Andrew Witty | | |

| Chair UnitedHealth Group | | | | | | Chief Executive Officer UnitedHealth Group | | |

| Stephen J. Hemsley | | | | | | Gail R. Wilensky, Ph.D. | | |

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

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: 2022] [added: 2023] Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

The following table sets forth certain information as of December 31, [removed: 2021,] [added: 2022,] concerning shares of common stock authorized for issuance under all of our equity compensation plans:

| Equity compensation plans approved by shareholders (1) | | | | | | [removed: 25] [added: 23] | | | | | | $ | [removed: 241] [added: 279] | | | | | [removed: 82] [added: 77] | | | (3) | | |

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

(2)Excludes [removed: 111,000] [added: 459,000] shares underlying stock options assumed by us in connection with acquisitions.

These options have a weighted-average exercise price of [removed: $282] [added: $358] and an average remaining term of approximately [removed: 3] [added: 4] years.

(3)Includes 18 million shares of common stock available for future issuance under the 1993 Employee Stock Purchase Plan as of December 31, [removed: 2021,] [added: 2022,] and [removed: 64] [added: 59] million shares available under the 2020 Stock Incentive Plan as of December 31, [removed: 2021.][added: 2022.]

The information required by Item 403 of Regulation S-K will be included under the heading “Security Ownership of Certain Beneficial Owners and Management” in our definitive proxy statement for our [removed: 2022] [added: 2023] Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

| Total (2) | | | | | | 23 | | | | | | $ | 279 | | | | | 77 | | | | | |

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

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: 2022] [added: 2023] 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: 2022] [added: 2023] Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

- [Reports of Independent Registered Public Accounting [removed: Firm.](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_76)][added: Firm.](#i6b660947fab7488cb4d33baca2cb3a37_76)]

- [Consolidated Balance Sheets as of December 31, [removed: 2021 and 2020.](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_79)][added: 202](#i6b660947fab7488cb4d33baca2cb3a37_79)[2](#i6b660947fab7488cb4d33baca2cb3a37_79) [and 202](#i6b660947fab7488cb4d33baca2cb3a37_79)[1](#i6b660947fab7488cb4d33baca2cb3a37_79)[.](#i6b660947fab7488cb4d33baca2cb3a37_79)]

- [Consolidated Statements of Operations for the years ended December 31, [removed: 2021, 2020,] [added: 202](#i6b660947fab7488cb4d33baca2cb3a37_85)[2](#i6b660947fab7488cb4d33baca2cb3a37_85)[, 202](#i6b660947fab7488cb4d33baca2cb3a37_85)[1](#i6b660947fab7488cb4d33baca2cb3a37_85)[,] and [removed: 2019.](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_85)][added: 20](#i6b660947fab7488cb4d33baca2cb3a37_85)[20](#i6b660947fab7488cb4d33baca2cb3a37_85)[.](#i6b660947fab7488cb4d33baca2cb3a37_85)]

- [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2021, 2020,] [added: 202](#i6b660947fab7488cb4d33baca2cb3a37_88)[2](#i6b660947fab7488cb4d33baca2cb3a37_88)[, 202](#i6b660947fab7488cb4d33baca2cb3a37_88)[1](#i6b660947fab7488cb4d33baca2cb3a37_88)[,] and [removed: 2019.](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_88)][added: 20](#i6b660947fab7488cb4d33baca2cb3a37_88)[20](#i6b660947fab7488cb4d33baca2cb3a37_88)[.](#i6b660947fab7488cb4d33baca2cb3a37_88)]

- [Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2021, 2020,] [added: 202](#i6b660947fab7488cb4d33baca2cb3a37_91)[2](#i6b660947fab7488cb4d33baca2cb3a37_91)[, 202](#i6b660947fab7488cb4d33baca2cb3a37_91)[1](#i6b660947fab7488cb4d33baca2cb3a37_91)[,] and [removed: 2019.](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_91)][added: 20](#i6b660947fab7488cb4d33baca2cb3a37_91)[20](#i6b660947fab7488cb4d33baca2cb3a37_91)[.](#i6b660947fab7488cb4d33baca2cb3a37_91)]

- [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020,] [added: 202](#i6b660947fab7488cb4d33baca2cb3a37_97)[2](#i6b660947fab7488cb4d33baca2cb3a37_97)[, 202](#i6b660947fab7488cb4d33baca2cb3a37_97)[1](#i6b660947fab7488cb4d33baca2cb3a37_97)[,] and [removed: 2019.](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_97)][added: 20](#i6b660947fab7488cb4d33baca2cb3a37_97)[20](#i6b660947fab7488cb4d33baca2cb3a37_97)[.](#i6b660947fab7488cb4d33baca2cb3a37_97)]

- [Notes to the Consolidated Financial [removed: Statements.](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_100)][added: Statements.](#i6b660947fab7488cb4d33baca2cb3a37_100)]

- [Schedule I - Condensed Financial Information of Registrant (Parent Company [removed: Only).](#i2ccd90ac94a94cd9ab3abb1e6abc40a5_271)][added: Only).](#i6b660947fab7488cb4d33baca2cb3a37_262)]

| *[10.1](http://www.sec.gov/Archives/edgar/data/731766/000073176620000029/exhibit41.htm) | | | | | | [UnitedHealth Group 2020 Stock Incentive [removed: Plan (incorporated by](http://www.sec.gov/Archives/edgar/data/731766/000073176620000029/exhibit41.htm) [UnitedHealth Group 2020 Stock Incentive Plan (incorporated] [added: Plan](http://www.sec.gov/Archives/edgar/data/731766/000073176620000029/exhibit41.htm) [](http://www.sec.gov/Archives/edgar/data/731766/000073176620000029/exhibit41.htm)[(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, 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](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm)] [added: *[10.2](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10212312022.htm)] | | | | | | [Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm)] [added: Plan (2023 Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10212312022.htm)] | | |

| [removed: *[10.3](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm)] [added: *[10.3](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10312312022.htm)] | | | | | | [Form of Agreement for Nonqualified Stock Option Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm)] [added: Plan (2023 Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10312312022.htm)] | | |

| [removed: *[10.4](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex104123121.htm)] [added: *[10.4](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex104123122.htm)] | | | | | | [Form of Agreement for Performance-Based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex104123121.htm)] [added: Plan (2023 Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex104123122.htm)] | | |

| [removed: *[10.5](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10512312021.htm)] [added: *[10.5](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10512312022.htm)] | | | | | | [Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan [removed: (Witty)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10512312021.htm)] [added: (Witty) (2023 Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10512312022.htm)] | | |

| [removed: *[10.6](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10612312021.htm)] [added: *[10.6](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10612312022.htm)] | | | | | | [Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan [removed: (Witty)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10612312021.htm)] [added: (Witty) (2023 Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10612312022.htm)] | | |

| [removed: *[10.7](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10712312021.htm)] [added: *[10.7](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10712312022.htm)] | | | | | | [Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan [removed: (Witty)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10712312021.htm)] [added: (Witty) (2023 Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10712312022.htm)] | | |

| [removed: *[10.8](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex108123121.htm)] [added: *[10.11](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 [removed: (Short)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex108123121.htm)] [added: (Witty) (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10512312021.htm)] | | |

| [removed: *[10.9](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit109.htm)] [added: *[10.12](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 [removed: (Short)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit109.htm)] [added: (Witty) (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10612312021.htm)] | | |

| [removed: *[10.10](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1010.htm)] [added: *[10.10](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex104123121.htm)] | | | | | | [Form of Agreement for Performance-Based Restricted Stock Unit [removed: Award] [added: Award](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex104123121.htm) [to Executiv](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex104123121.htm)[es] under UnitedHealth Group [removed: Incorporated’s] [added: Incorporated](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex104123121.htm)[’](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex104123121.htm)[s] 2020 Stock Incentive Plan [removed: (Short)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1010.htm)] [added: (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporated](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex104123121.htm)[’](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex104123121.htm)[s Annual Report on Form 10-K for the year ended December 31, 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex104123121.htm)] | | |

| [removed: *[10.](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1011.htm)[11](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1011.htm)] [added: *[10.](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1011.htm)[1](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1011.htm)[9](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 [removed: Incentive Plan](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1011.htm)] [added: Incentive](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1011.htm) [Plan (incorporated by reference to Exhibit 10.11 to UnitedHealth Group Incorporated](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1011.htm)[’](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1011.htm)[s Annual Report on Form 10-K for the year ended December 31, 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1011.htm)] | | |

| [removed: *[10.12](http://www.sec.gov/Archives/edgar/data/731766/000073176615000028/exhibit101.htm)] [added: *[10.](http://www.sec.gov/Archives/edgar/data/731766/000073176615000028/exhibit101.htm)[20](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: *[10.1](http://www.sec.gov/Archives/edgar/data/731766/000119312509025587/dex1012.htm)[3](http://www.sec.gov/Archives/edgar/data/731766/000119312509025587/dex1012.htm)] [added: *[10.](http://www.sec.gov/Archives/edgar/data/731766/000119312509025587/dex1012.htm)[2](http://www.sec.gov/Archives/edgar/data/731766/000119312509025587/dex1012.htm)[1](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: *[10.1](http://www.sec.gov/Archives/edgar/data/731766/000119312509025587/dex1013.htm)[4](http://www.sec.gov/Archives/edgar/data/731766/000119312509025587/dex1013.htm)] [added: *[10.](http://www.sec.gov/Archives/edgar/data/731766/000119312509025587/dex1013.htm)[22](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: *[10.1](http://www.sec.gov/Archives/edgar/data/731766/000073176613000005/unhex10111231201210k.htm)[5](http://www.sec.gov/Archives/edgar/data/731766/000073176613000005/unhex10111231201210k.htm)] [added: *[10.](http://www.sec.gov/Archives/edgar/data/731766/000073176613000005/unhex10111231201210k.htm)[23](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: *[10.1](http://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1039302015.htm)[6](http://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1039302015.htm)] [added: *[10.](http://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1039302015.htm)[24](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: *[10.1](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000013/unhex101112312020.htm)[7](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000013/unhex101112312020.htm)] [added: *[10.](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000013/unhex101112312020.htm)[2](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000013/unhex101112312020.htm)[5](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000013/unhex101112312020.htm)] | | | | | | [UnitedHealth Group Executive Savings Plan [removed: (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] [added: (2021 Statement) (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: *[10.1](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000013/unhex101212312020.htm)[8](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000013/unhex101212312020.htm)] [added: *[10.14](https://www.sec.gov/Archives/edgar/data/731766/000073176619000005/unhex10112312018.htm)] | | | | | | [removed: [Summary of Non-Management Director Compensation, effective] [added: [UnitedHealth Group Incorporated 2011 Stock Incentive Plan,] as [removed: of September 1, 2020](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000013/unhex101212312020.htm) [](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000013/unhex101212312020.htm)[(incorporated] [added: amended and restated in 2018 (incorporated] by reference to Exhibit [removed: 10.12] [added: 10.1] to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000013/unhex101212312020.htm)] [added: 2018)](https://www.sec.gov/Archives/edgar/data/731766/000073176619000005/unhex10112312018.htm)] | | |

| [removed: *[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)] [added: *[10.13](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10712312021.htm)] | | | | | | [removed: [UnitedHealth] [added: [Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth] Group [removed: Directors’ Compensation Deferral] [added: Incorporated’s 2020 Stock Incentive] Plan [removed: (2009 Statement)] [added: (Witty)] (incorporated by reference to Exhibit [removed: 10.18] [added: 10.7] to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, [removed: 2008)](http://www.sec.gov/Archives/edgar/data/731766/000119312509025587/dex1018.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10712312021.htm)] | | |

| [removed: *[10.](http://www.sec.gov/Archives/edgar/data/731766/000119312510027229/dex1020.htm)[20](http://www.sec.gov/Archives/edgar/data/731766/000119312510027229/dex1020.htm)] [added: *[10.](http://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex104612312019.htm)[4](http://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex104612312019.htm)[5](http://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex104612312019.htm)] | | | | | | [Amendment to [removed: the UnitedHealth Group Directors’ Compensation Deferral Plan,] [added: Employment Agreement,] effective as of [removed: January 1, 2010] [added: March 12, 2019, between United HealthCare Services, Inc. and Dirk McMahon] (incorporated by reference to Exhibit [removed: 10.20] [added: 10.46] to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, [removed: 2009)](http://www.sec.gov/Archives/edgar/data/731766/000119312510027229/dex1020.htm)] [added: 2019)](http://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex104612312019.htm)] | | |

| [removed: *[10.](http://www.sec.gov/Archives/edgar/data/731766/000073176615000034/unh7232015catplansex43.htm)[22](http://www.sec.gov/Archives/edgar/data/731766/000073176615000034/unh7232015catplansex43.htm)] [added: *[10.](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex43.htm)[3](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex43.htm)[5](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex43.htm)] | | | | | | [removed: [Catamaran Corporation Third Amended and Restated] [added: [Surgical Care Affiliates, Inc. 2016 Omnibus] Long-Term Incentive [removed: Plan, as amended] [added: Plan] (incorporated by reference to Exhibit 4.3 to UnitedHealth Group Incorporated’s [added: Post-Effective Amendment No. 1 on Form S-8 to] Registration Statement on Form [removed: S-8,] [added: S-4,] SEC File Number [removed: 333-205824,] [added: 333-216153,] filed on [removed: July 23, 2015)](http://www.sec.gov/Archives/edgar/data/731766/000073176615000034/unh7232015catplansex43.htm)] [added: March 27, 2017)](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex43.htm)] | | |

| [removed: *[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)] [added: *[10.](http://www.sec.gov/Archives/edgar/data/731766/000119312517044357/d314258dex44.htm)[3](http://www.sec.gov/Archives/edgar/data/731766/000119312517044357/d314258dex44.htm)[4](http://www.sec.gov/Archives/edgar/data/731766/000119312517044357/d314258dex44.htm)] | | | | | | [removed: [Catalyst] [added: [Audax] Health Solutions, Inc. [removed: 2006 Stock] [added: 2010 Equity] Incentive Plan, as amended (incorporated by reference to Exhibit 4.4 to UnitedHealth Group Incorporated’s [added: Post-Effective Amendment No. 1 to] Registration Statement on Form S-8, SEC File Number [removed: 333-205824,] [added: 333-205826,] filed on [removed: July 23, 2015)](http://www.sec.gov/Archives/edgar/data/731766/000073176615000034/unh7232015catplansex44.htm)] [added: February 15, 2017)](http://www.sec.gov/Archives/edgar/data/731766/000119312517044357/d314258dex44.htm)] | | |

| [removed: *[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)] [added: *[10.](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex45.htm)[3](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex45.htm)[7](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex45.htm)] | | | | | | [removed: [Audax Health Solutions,] [added: [Surgical Care Affiliates,] Inc. [removed: 2010] [added: Management] Equity Incentive [removed: Plan, as amended] [added: Plan] (incorporated by reference to Exhibit [removed: 4.4] [added: 4.5] to UnitedHealth Group Incorporated’s Post-Effective Amendment No. 1 [added: on Form S-8] to Registration Statement on Form [removed: S-8,] [added: S-4,] SEC File Number [removed: 333-205826,] [added: 333-216153,] filed on [removed: February 15, 2017)](http://www.sec.gov/Archives/edgar/data/731766/000119312517044357/d314258dex44.htm)] [added: March 27, 2017)](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex45.htm)] | | |

| [removed: *[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)] [added: *[10.](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex44.htm)[3](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. [removed: 2016] [added: 2013] Omnibus Long-Term Incentive Plan (incorporated by reference to Exhibit [removed: 4.3] [added: 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, [removed: 2017)](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex43.htm)] [added: 2017)](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex44.htm)] | | |

| [removed: *[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)] [added: *[10.](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex46.htm)[3](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. [removed: 2013 Omnibus Long-Term] [added: Directors and Consultants Equity] Incentive Plan (incorporated by reference to Exhibit [removed: 4.4] [added: 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, [removed: 2017)](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex44.htm)] [added: 2017)](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex46.htm)] | | |

| [removed: *[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)] [added: *[10.](https://www.sec.gov/Archives/edgar/data/731766/000110465922105262/tm2226855d1_ex4-4.htm)[3](https://www.sec.gov/Archives/edgar/data/731766/000110465922105262/tm2226855d1_ex4-4.htm)[3](https://www.sec.gov/Archives/edgar/data/731766/000110465922105262/tm2226855d1_ex4-4.htm)] | | | | | | [removed: [Surgical Care Affiliates,] [added: [Amended and Restated HCIT Holdings,] Inc. [removed: Management] [added: 2009] Equity Incentive Plan (incorporated by reference to Exhibit [removed: 4.5] [added: 4.4] to UnitedHealth Group Incorporated’s [removed: Post-Effective Amendment No. 1 on Form S-8 to] Registration Statement on Form [removed: S-4,] [added: S-8,] SEC File Number [removed: 333-216153,] [added: 333-267716,] filed on [removed: March 27, 2017)](http://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex45.htm)] [added: October 3, 2022](https://www.sec.gov/Archives/edgar/data/731766/000110465922105262/tm2226855d1_ex4-4.htm)[)](https://www.sec.gov/Archives/edgar/data/731766/000110465922105262/tm2226855d1_ex4-4.htm)] | | |

| [removed: *[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)] [added: *[10.](http://www.sec.gov/Archives/edgar/data/1157377/000119312515222859/d941681dex101.htm)[39](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.](http://www.sec.gov/Archives/edgar/data/1157377/000129993305006023/exhibit1.htm)[30](http://www.sec.gov/Archives/edgar/data/1157377/000129993305006023/exhibit1.htm)] [added: *[10.](http://www.sec.gov/Archives/edgar/data/1157377/000129993305006023/exhibit1.htm)[4](http://www.sec.gov/Archives/edgar/data/1157377/000129993305006023/exhibit1.htm)[0](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.](http://www.sec.gov/Archives/edgar/data/731766/000073176615000016/unhex1013312015.htm)[31](http://www.sec.gov/Archives/edgar/data/731766/000073176615000016/unhex1013312015.htm)] [added: *[10.](http://www.sec.gov/Archives/edgar/data/731766/000073176616000081/unhex1016302016.htm)[4](http://www.sec.gov/Archives/edgar/data/731766/000073176616000081/unhex1016302016.htm)[1](http://www.sec.gov/Archives/edgar/data/731766/000073176616000081/unhex1016302016.htm)] | | | | | | [Amended and Restated Employment Agreement, effective as of [removed: December 1, 2014,] [added: June 7, 2016,] between United HealthCare Services, Inc. and [removed: David Wichmann] [added: John Rex] (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2015)](http://www.sec.gov/Archives/edgar/data/731766/000073176615000016/unhex1013312015.htm)] [added: June 30, 2016)](http://www.sec.gov/Archives/edgar/data/731766/000073176616000081/unhex1016302016.htm)] | | |

| [removed: *[10.](http://www.sec.gov/Archives/edgar/data/731766/000073176617000045/unhex1029302017.htm)[32](http://www.sec.gov/Archives/edgar/data/731766/000073176617000045/unhex1029302017.htm)] [added: *[10.](http://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex104512312019.htm)[4](http://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex104512312019.htm)[4](http://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex104512312019.htm)] | | | | | | [Amendment to Employment Agreement, effective as of [removed: August 16,] [added: May 31,] 2017, between United HealthCare Services, Inc. and [removed: David Wichmann] [added: Dirk McMahon] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.45] to UnitedHealth Group Incorporated’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: September 30, 2017)](http://www.sec.gov/Archives/edgar/data/731766/000073176617000045/unhex1029302017.htm)] [added: December 31, 2019)](http://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex104512312019.htm)] | | |

| [removed: *[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)] [added: *[10.](http://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex104412312019.htm)[4](http://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex104412312019.htm)[3](http://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex104412312019.htm)] | | | | | | [Amended and Restated Employment Agreement, [removed: dated] [added: effective] as of [removed: June 7, 2016,] [added: March 16, 2015,] between United HealthCare Services, Inc. and [removed: John Rex] [added: Dirk McMahon] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.44] to UnitedHealth Group Incorporated’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: June 30, 2016)](http://www.sec.gov/Archives/edgar/data/731766/000073176616000081/unhex1016302016.htm)] [added: December 31, 2019)](http://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex104412312019.htm)] | | |

| [removed: *[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)] [added: *[10.](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm)[4](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm)[2](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm)] | | | | | | [Amended and [removed: 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] [added: Restated Employment Agreement, dated February 3, 2021, between the Company and Andrew P Witty] (incorporated by reference to [removed: 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] [added: Exhibit 5.02 to] UnitedHealth Group [removed: 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] [added: Incorporated’s Current Report] on [removed: 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] [added: Form 8-K filed] on [removed: 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)] [added: February 8, 2021)](http://www.sec.gov/Archives/edgar/data/0000731766/000073176621000004/exhibit502.htm)] | | |

| *[10.8](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm) | | | | | | [Form of Agree](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm)[ment for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm)[’](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm)[s 2020 Stock Incent](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm)[ive Plan (i](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm)[ncorporated by reference to Exhibit 10.2 to UnitedHeal](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm)[th Group Incorpo](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm)[rated](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm)[’](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm)[s Annual R](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm)[eport on Form 10-K for the year ended December 31, 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm) | | |

| *[10.9](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm) | | | | | | [Form of Agreement for N](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm)[onquali](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm)[fied](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm) [Stock Option Award to Executives under UnitedHealth Grou](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm)[p Incorporated](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm)[’](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm)[s 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to UnitedHealth Gro](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm)[up Incorpo](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm)[r](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm)[a](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm)[ted](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm)[’](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm)[s Annual Re](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm)[port on Form](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm) [10-K for the year ended December 31, 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm) | | |

| *[10.15](https://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1049302015.htm) | | | | | | [Form of Agreement for Non-Qualified Stock Option Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, as amended and restated in 2015, for awards made after January 1, 2016 (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015)](https://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1049302015.htm) | | |

| *[10.16](https://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1059302015.htm) | | | | | | [Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, as amended and restated in 2015, for awards made after January 1, 2016 (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015)](https://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1059302015.htm) | | |

| *[10.17](https://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1069302015.htm) | | | | | | [Form of Agreement for Performance-based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, as amended and restated in 2015, for awards made after January 1, 2016 (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015)](https://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1069302015.htm) | | |

| *[10.18](https://www.sec.gov/Archives/edgar/data/731766/000119312511153414/dex106.htm) | | | | | | [Form of Agreement for Deferred Stock Unit Award to Non-Employee Directors under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on May 27, 2011)](https://www.sec.gov/Archives/edgar/data/731766/000119312511153414/dex106.htm) | | |

| *[10.](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex102612312022.htm)[2](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex102612312022.htm)[6](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex102612312022.htm) | | | | | | [First Amendment](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex102612312022.htm) [of UnitedHealth G](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex102612312022.htm)[roup Executive Savings Plan (2021 Statemen](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex102612312022.htm)[t](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex102612312022.htm)[)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex102612312022.htm) | | |

| *[10.2](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex102712312022.htm)[7](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex102712312022.htm) | | | | | | [Second Amendment of UnitedHealth Group Executive Savings Plan (2021 Statement)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex102712312022.htm) | | |

| *[10.2](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex102812312022.htm)[8](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex102812312022.htm) | | | | | | [Executive Long-Term Disability Program, dated as of January 1, 2021](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex102812312022.htm) | | |