Item 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

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Item 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

(a) 1*. Financial Statements*

The financial statements are included under Item 8 of this report:

Reports of Independent Registered Public Accounting Firm.
Consolidated Balance Sheets as of December 31, 202 2 and 202 1 .
Consolidated Statements of Operations for the years ended December 31, 202 2 , 202 1 , and 20 20 .
Consolidated Statements of Comprehensive Income for the years ended December 31, 202 2 , 202 1 , and 20 20 .
Consolidated Statements of Changes in Equity for the years ended December 31, 202 2 , 202 1 , and 20 20 .
Consolidated Statements of Cash Flows for the years ended December 31, 202 2 , 202 1 , and 20 20 .
Notes to the Consolidated Financial Statements.

2*. Financial Statement Schedules*

The following financial statement schedule of the Company is included in Item 15(c):

Schedule I - Condensed Financial Information of Registrant (Parent Company Only).

All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, are inapplicable, or the required information is included in the consolidated financial statements, and therefore have been omitted.

(b) The following exhibits are filed or incorporated by reference herein in response to Item 601 of Regulation S-K. The Company files Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K pursuant to the Securities Exchange Act of 1934 under Commission File No. 1‑10864.

EXHIBIT INDEX**


3.1						Certificate of Incorporation of UnitedHealth Group Incorporated (incorporated by reference to Exhibit 3.1 to UnitedHealth Group Incorporated’s Registration Statement on Form 8-A/A, Commission File No. 1-10864, filed on July 1, 2015)
3.2						Amended and Restated Bylaws of UnitedHealth Group Incorporated, effective February 23, 2021 (incorporated by reference to Exhibit 3.2 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on February 26, 2021)
4.1						Senior Indenture, dated as of November 15, 1998, between United HealthCare Corporation and The Bank of New York (incorporated by reference to Exhibit 4.1 to UnitedHealth Group Incorporated’s Registration Statement on Form S-3/A, SEC File Number 333-66013, filed on January 11, 1999)
4.2						Amendment, dated as of November 6, 2000, to Senior Indenture, dated as of November 15, 1998, between the UnitedHealth Group Incorporated and The Bank of New York (incorporated by reference to Exhibit 4.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001)
4.3						Instrument of Resignation, Appointment and Acceptance of Trustee, dated January 8, 2007, pursuant to the Senior Indenture, dated as of November 15, 1988, amended as of November 6, 2000, among UnitedHealth Group Incorporated, The Bank of New York and Wilmington Trust Company (incorporated by reference to Exhibit 4.3 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007)
4.4						Indenture, dated as of February 4, 2008, between UnitedHealth Group Incorporated and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to UnitedHealth Group Incorporated’s Registration Statement on Form S-3, SEC File Number 333-149031, filed on February 4, 2008)
4.5						Description of Common Stock (incorporated by reference to Exhibit 4.5 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2019)
*10.1						UnitedHealth Group 2020 Stock Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8, SEC File Number 333-238854, filed on June 1, 2020)
*10.2						Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2023 Version)
*10.3						Form of Agreement for Nonqualified Stock Option Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2023 Version)


*10.4						Form of Agreement for Performance-Based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2023 Version)
*10.5						Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2023 Version)
*10.6						Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2023 Version)
*10.7						Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2023 Version)
*10.8						Form of Agree ment for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated ’s 2020 Stock Incent ive Plan (i ncorporated by reference to Exhibit 10.2 to UnitedHeal th Group Incorpo rated ’s Annual R eport on Form 10-K for the year ended December 31, 2021)
*10.9						Form of Agreement for N onquali fied Stock Option Award to Executives under UnitedHealth Grou p Incorporated ’s 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to UnitedHealth Gro up Incorpo r a ted ’s Annual Re port on Form 10-K for the year ended December 31, 2021)
*10.10						Form of Agreement for Performance-Based Restricted Stock Unit Award to Executiv es under UnitedHealth Group Incorporated ’s 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporated ’s Annual Report on Form 10-K for the year ended December 31, 2021)
*10.11						Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (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)
*10.12						Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (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)
*10.13						Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (incorporated by reference to Exhibit 10.7 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021)
*10.14						UnitedHealth Group Incorporated 2011 Stock Incentive Plan, as amended and restated in 2018 (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2018)
*10.15						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)
*10.16						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)
*10.17						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)
*10.18						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)
*10.1 9						Form of Agreement for Deferred Stock Unit Award to Non-Employee Directors under UnitedHealth Group Incorporated’s 2020 Stock 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, 2021)
*10.20						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)
*10.2 1						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)
*10.22						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)
*10.23						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)


*10.24						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)
*10.2 5						UnitedHealth Group Executive Savings Plan (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)
*10.2 6						First Amendment of UnitedHealth G roup Executive Savings Plan (2021 Statemen t )
*10.2 7						Second Amendment of UnitedHealth Group Executive Savings Plan (2021 Statement)
*10.2 8						Executive Long-Term Disability Program, dated as of January 1, 2021
*10.29						Summary of Non-Management Director Compensation, effective as of October 1, 2022
*10.3 0						UnitedHealth Group Directors ’ Compensation Deferral Plan (2023 Statemen t )
*10.3 1						Avery Parent Holdings, Inc. 2020 Stock Option and Grant Plan
*10.3 2						C hange Healthcare Inc. 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.3 to UnitedHealth Group Incorporated’s Registration Statement on Form S-8, SEC File Number 333-267716, filed on October 3, 2022)
*10.3 3						Amended and Restated HCIT Holdings, Inc. 2009 Equity Incentive Plan (incorporated by reference to Exhibit 4.4 to UnitedHealth Group Incorporated’s Registration Statement on Form S-8, SEC File Number 333-267716, filed on October 3, 2022 )
*10.3 4						Audax Health Solutions, Inc. 2010 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 4.4 to UnitedHealth Group Incorporated’s Post-Effective Amendment No. 1 to Registration Statement on Form S-8, SEC File Number 333-205826, filed on February 15, 2017)
*10.3 5						Surgical Care Affiliates, Inc. 2016 Omnibus Long-Term Incentive Plan (incorporated by reference to Exhibit 4.3 to UnitedHealth Group Incorporated’s Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017)
*10.3 6						Surgical Care Affiliates, Inc. 2013 Omnibus Long-Term Incentive Plan (incorporated by reference to Exhibit 4.4 to UnitedHealth Group Incorporated’s Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017)
*10.3 7						Surgical Care Affiliates, Inc. Management Equity Incentive Plan (incorporated by reference to Exhibit 4.5 to UnitedHealth Group Incorporated’s Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017)
*10.3 8						Surgical Care Affiliates, Inc. Directors and Consultants Equity Incentive Plan (incorporated by reference to Exhibit 4.6 to UnitedHealth Group Incorporated’s Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017)
*10.39						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)
*10.4 0						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)
*10.4 1						Amended and Restated Employment Agreement, effective as of June 7, 2016, between United HealthCare Services, Inc. and John Rex (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016)
*10.4 2						Amended and Restated Employment Agreement, dated February 3, 2021, between the Company and Andrew P Witty (incorporated by reference to Exhibit 5.02 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on February 8, 2021)
*10.4 3						Amended and Restated Employment Agreement, effective as of March 16, 2015, between United HealthCare Services, Inc. and Dirk McMahon (incorporated by reference to Exhibit 10.44 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2019)
*10.4 4						Amendment to Employment Agreement, effective as of May 31, 2017, between United HealthCare Services, Inc. and Dirk McMahon (incorporated by reference to Exhibit 10.45 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2019)
*10.4 5						Amendment to Employment Agreement, effective as of March 12, 2019, between United HealthCare Services, Inc. and Dirk McMahon (incorporated by reference to Exhibit 10.46 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2019)
*10.4 6						Amended and Restated Employment Agreement, effective as of February 12, 2018, between United HealthCare Services, Inc. and Brian R. Thompso n (incorporated by reference to Exhibit 10.38 to UnitedHealth Group Incorporated ’s Annual Report on Form 10-K for the year ended December 31, 2021)
*10.4 7						Employment Agreement, effective as of February 28, 2022 , between United H ealthCare Services, Inc . and Rupert M. Bondy


11.1						Statement regarding computation of per share earnings (incorporated by reference to the information contained under the heading “Net Earnings Per Common Share” in Note 2 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data”)
21.1						Subsidiaries of UnitedHealth Group Incorporated
23.1						Consent of Independent Registered Public Accounting Firm
24.1						Power of Attorney
31.1						Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1						Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						Inline XBRL Taxonomy Extension Schema Document.
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.
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104						Cover Page Interactive Data File (formatted as Inline XBRL and embedded within Exhibit 101).

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*						Denotes management contracts and compensation plans in which certain directors and named executive officers participate and which are being filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K.
**						Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of instruments defining the rights of certain holders of long-term debt are not filed. The Company will furnish copies thereof to the SEC upon request.

Schedule I - Condensed Financial Information of Registrant (Parent Company Only).

Schedule I

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of UnitedHealth Group Incorporated and Subsidiaries:

Opinion on the Financial Statement Schedule

We have audited the consolidated financial statements of UnitedHealth Group Incorporated and Subsidiaries (the “Company”) as of December 31, 2022 and 2021, and for each of the three years in the period ended December 31, 2022, and the Company’s internal control over financial reporting as of December 31, 2022, and have issued our reports thereon dated February 24, 2023; such reports are included elsewhere in this Form 10-K. Our audits also included the financial statement schedule of the Company listed in the Index at Item 15. This financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statement schedule based on our audits. In our opinion, the financial statement schedule, when considered in relation to the consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.


/s/ DELOITTE & TOUCHE LLP

Minneapolis, Minnesota
February 24, 2023

Schedule I

Condensed Financial Information of Registrant

(Parent Company Only)

UnitedHealth Group

Condensed Balance Sheets


(in millions, except per share data)	December 31, 2022		December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	266	$	2,167
Other current assets	753		503
Total current assets	1,019		2,670
Equity in net assets of subsidiaries	136,562		116,907
Long-term notes receivable from subsidiaries	6,201		5,680
Other assets	504		32
Total assets	$	144,286	$	125,289

Liabilities and shareholders’ equity
Current liabilities:
Accounts payable and accrued liabilities	$	835	$	605
Current portion of notes payable to subsidiaries	8,699		8,105
Short-term borrowings and current maturities of long-term debt	2,918		3,009
Total current liabilities	12,452		11,719
Long-term debt, less current maturities	53,838		41,623
Other liabilities	224		187
Total liabilities	66,514		53,529
Commitments and contingencies (Note 4)
Shareholders’ equity:
Preferred stock, $0.001 par value -10 shares authorized; no shares issued or outstanding	—		—
Common stock, $0.01 par value - 3,000 shares authorized; 934 and 941 issued and outstanding	9		10
Retained earnings	86,156		77,134
Accumulated other comprehensive loss	(8,393)		(5,384)
Total UnitedHealth Group shareholders’ equity	77,772		71,760
Total liabilities and shareholders’ equity	$	144,286	$	125,289

See Notes to the Condensed Financial Statements of Registrant

Schedule I

Condensed Financial Information of Registrant

(Parent Company Only)

UnitedHealth Group

Condensed Statements of Comprehensive Income


	For the Years Ended December 31,
(in millions)	2022		2021		2020
Revenues:
Investment and other income	$	255	$	494	$	194
Total revenues	255		494		194
Operating costs:
Operating costs	121		40		27
Interest expense	2,110		1,583		1,594
Total operating costs	2,231		1,623		1,621
Loss before income taxes	(1,976)		(1,129)		(1,427)
Benefit for income taxes	429		231		300
Loss of parent company	(1,547)		(898)		(1,127)
Equity in undistributed income of subsidiaries	21,667		18,183		16,530
Net earnings	20,120		17,285		15,403
Other comprehensive loss	(3,009)		(1,570)		(236)
Comprehensive income	$	17,111	$	15,715	$	15,167

See Notes to the Condensed Financial Statements of Registrant

Schedule I

Condensed Financial Information of Registrant

(Parent Company Only)

UnitedHealth Group

Condensed Statements of Cash Flows


	For the Years Ended December 31,
(in millions)	2022		2021		2020
Operating activities
Cash flows from operating activities	$	14,754	$	11,439	$	8,842
Investing activities
Issuances of notes to subsidiaries	(567)		(444)		(628)
Repayments of notes to subsidiaries	281		37		1,089
Cash paid for acquisitions	(20,728)		(4,953)		(7,706)
Return of capital to parent company	1,424		245		943
Capital contributions to subsidiaries	(570)		(747)		(43)
Cash received from dispositions	2,787		—		143
Cash flows used for investing activities	(17,373)		(5,862)		(6,202)
Financing activities
Common stock repurchases	(7,000)		(5,000)		(4,250)
Proceeds from common stock issuances	1,253		1,355		1,440
Cash dividends paid	(5,991)		(5,280)		(4,584)
Proceed from (repayments of) short-term borrowings, net	732		(1,302)		872
Proceeds from issuance of long-term debt	14,819		6,933		4,864
Repayments of long-term debt	(3,015)		(3,150)		(3,150)
Proceeds from notes from subsidiaries	594		3,223		2,818
Other, net	(674)		(447)		(438)
Cash flows from (used for) financing activities	718		(3,668)		(2,428)
(Decrease) increase in cash and cash equivalents	(1,901)		1,909		212
Cash and cash equivalents, beginning of period	2,167		258		46
Cash and cash equivalents, end of period	$	266	$	2,167	$	258

Supplemental cash flow disclosures
Cash paid for interest	$	1,969	$	1,575	$	1,633
Cash paid for income taxes	4,298		3,050		4,185

See Notes to the Condensed Financial Statements of Registrant

Schedule I

Condensed Financial Information of Registrant

(Parent Company Only)

UnitedHealth Group

Notes to Condensed Financial Statements

1. Basis of Presentation

UnitedHealth Group’s parent company financial information has been derived from its consolidated financial statements and should be read in conjunction with the consolidated financial statements included in this Form 10-K. The accounting policies for the registrant are the same as those described in Note 2 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.”

2. Subsidiary Transactions

Investment in Subsidiaries. UnitedHealth Group’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries.

Dividends and Capital Distributions. Cash dividends received from subsidiaries and included in Cash Flows from Operating Activities in the Condensed Statements of Cash Flows were $15.6 billion, $10.8 billion and $10.0 billion in 2022, 2021 and 2020, respectively. Additionally, $1.4 billion, $0.2 billion and $0.9 billion in cash were received as a return of capital to the parent company during 2022, 2021 and 2020, respectively.

3. Short-Term Borrowings and Long-Term Debt

Discussion of short-term borrowings and long-term debt can be found in Note 8 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.” Long-term debt obligations of the parent company do not include other financing obligations at subsidiaries which totaled $0.9 billion and $1.4 billion at December 31, 2022 and 2021.

Maturities of short-term borrowings and long-term debt for the years ending December 31 are as follows:


(in millions)
2023	$	2,925
2024	3,000
2025	3,050
2026	2,500
2027	2,925
Thereafter	43,502

UnitedHealth Group’s parent company had notes payable to subsidiaries of $8.7 billion and $8.1 billion as of December 31, 2022 and 2021, respectively, which included on-demand features.

4. Commitments and Contingencies

Certain regulated subsidiaries are guaranteed by UnitedHealth Group’s parent company in the event of insolvency. UnitedHealth Group’s parent company also provides guarantees related to its service level under certain contracts. None of the amounts accrued, paid or charged to income for service level guarantees were material as of December 31, 2022, 2021 or 2020.

For a summary of commitments and contingencies, see Note 12 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data .”

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