UnitedHealth Group (UNH) 10-K risk factor changes: FY2023 vs FY2022

We do not undertake to address in future filings [added: with the SEC] or [added: other] 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 [added: our] previous filings or communications.

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

The profitability of our products depends in large part on our ability to [removed: predict,] [added: predict and effectively] price for and [removed: effectively] manage medical costs.

Premium revenues from risk-based products [removed: comprise] [added: constitute] nearly 80% of our total consolidated revenues.

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

These factors may include medical cost inflation, increased use of services, [added: business mix, unexpected differences among new customer populations,] increased cost of individual services, costs to deliver care, large-scale medical emergencies, the potential effects of climate change, pandemics, the introduction of new or costly [removed: drugs,] [added: drugs or increases in drug prices,] treatments and technology, new treatment guidelines, newly mandated benefits or other regulatory changes and insured population characteristics.

For Optum Health’s fully accountable value-based care, [removed: our] [added: any] inability to provide higher-quality outcomes and better experiences at lower costs or [added: to integrate] our [added: care delivery models could impact our results of operations, financial positions and cash flows.]

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

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

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

In addition, connectivity among technologies is becoming increasingly important and recent trends toward greater consumer engagement in health care require new and enhanced technologies, including more sophisticated applications for mobile [removed: devices.][added: devices and new tools and products that leverage AI/ML to improve the customer experience.]

Our [removed: information systems require an ongoing commitment of significant resources] [added: ability] to [removed: maintain,] protect and enhance existing systems and develop new systems to keep pace with [removed: continuing] changes in information processing [removed: technology, evolving systems and] [added: technology (including AI/ML),] regulatory standards and changing customer [removed: preferences.][added: preferences will require an ongoing commitment of significant development and operational resources.]

[removed: Our process of consolidating] [added: We may not successfully implement our initiatives to consolidate] the number of systems we operate, [removed: upgrading] [added: upgrade] and [removed: expanding] [added: expand] our information systems’ capabilities, [removed: enhancing] [added: integrate and enhance] our systems and [removed: developing] [added: develop] new systems to keep pace with [removed: continuing] [added: recent regulations and] changes in information processing [removed: technology may not be successful.][added: technology.]

Failure to protect, consolidate and integrate our systems successfully could result in higher than expected [removed: costs and diversion of management’s time and energy, which could materially and adversely affect our results of operations, financial position and cash flows.][added: costs.]

[removed: Certain] [added: Some] of our businesses sell and install software products which may contain unexpected design defects or may encounter unexpected complications during installation or when used with other technologies utilized by the customer.

Uncertain and rapidly evolving U.S. federal and state, non-U.S. and international laws and regulations related to health data and [removed: the] health information [removed: technology market] [added: technologies, including those powered by or incorporating AI/ML,] may alter the competitive landscape or [removed: present] [added: impose new] compliance [removed: challenges] [added: requirements] and could materially and adversely affect the configuration of our information systems and platforms, and our ability to compete in [removed: this market.][added: our markets.]

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

We are regularly the target of attempted cyber-attacks and other security threats and [added: have previously been, and] may [removed: be] [added: in the future be,] subject to [removed: breaches] [added: compromises] of the information technology systems we [removed: use.][added: use, information we hold, or information held on our behalf by third parties.]

[removed: We] [added: While we] have programs in place to detect, contain and respond to data security incidents and provide employee awareness training regarding phishing, malware and other cyber [removed: risks] [added: threats] to protect against cyber risks and security [removed: breaches.][added: incidents, we expect that we will continue to experience these incidents, some of which may negatively affect our business.]

[removed: However,] [added: Further,] because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and are increasing in [added: sophistication, in part due to use of evolving AI/ML technologies (including generative AI), and because our businesses are changing as well, we]

[removed: sophistication, we] may be unable to anticipate these [removed: techniques,] [added: techniques and threats,] detect [removed: breaches for long periods of time] [added: data security incidents] or implement adequate preventive measures.

[removed: Hardware,] [added: In addition, hardware,] software, or applications we develop or procure from third parties may contain defects [removed: in design] or [removed: manufacture or] other problems which could unexpectedly compromise [added: our] information [removed: security.][added: security controls.]

Our [removed: facilities and services] [added: systems] may also be vulnerable to [removed: security incidents or security attacks; acts of vandalism or theft; coordinated attacks by activist entities;] financial fraud [removed: schemes;] [added: schemes,] misplaced or lost [removed: data;] [added: data,] human [removed: error;] [added: error,] malicious social [removed: engineering;] [added: engineering,] or other events which could negatively affect [removed: our systems, our customers’ data,] [added: the data or financial accounts,] proprietary or confidential information relating to our business or third parties, or our operations.

[removed: In addition, there] [added: There have previously been and] may be [removed: a] [added: in the future] heightened [removed: vulnerability] [added: vulnerabilities] due to the lack of physical supervision and on-site infrastructure for remote workforce [removed: operations.][added: operations and for recently-acquired or non-integrated businesses.]

[removed: In certain circumstances we may] [added: We] rely [added: in some circumstances] on third-party vendors to process, store and transmit large amounts of data for our business whose operations are subject to similar risks.

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

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

In addition, [removed: breaches] [added: compromises] of our security measures [removed: and] [added: or] the unauthorized dissemination of sensitive personal information, proprietary information or confidential information about [removed: us or] [added: us,] our customers or other third parties, [added: previously and in the future,] could expose [removed: our customers’ private information and our customers] [added: us or them] to the risk of financial or medical identity theft, [removed: or] [added: negative operational affects,] expose us or [removed: other third parties] [added: them] to a risk of loss or misuse of this information, result in litigation and liability, including regulatory penalties, for us, damage our brand and reputation, or otherwise harm our business.

Our competitive position may also be adversely affected by significant merger and acquisition activity in the industries in which we operate, [removed: both] among [added: both] our competitors and suppliers.

Consolidation may make it more difficult for us to retain or increase our customer base, improve the terms on which we do business with our suppliers, or maintain or increase [added: our] profitability.

In addition, our success in the health care marketplace [added: and future growth] 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 [removed: services,] [added: services] which are useful and relevant to health care payers, consumers and our customers, we may not remain competitive and risk losing market share to existing competitors and disruptive new market entrants.

We may face [removed: challenges] [added: risks] from new technologies and market entrants which could affect our existing relationship with health plan enrollees in these areas.

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

Additionally, our competitive position could be adversely affected by [removed: a] [added: any] failure to develop [removed: satisfactory] [added: and apply innovative technologies and other effective] data and analytics capabilities or [added: to] provide services [added: to our clients] focused on these [removed: capabilities to our clients.][added: technologies and capabilities.]

The [removed: expected] resumption of Medicaid redeterminations [added: has impacted our membership levels and] may [removed: also] impact our ability to maintain market share if we are unable to retain or add new consumers to other benefit offerings.

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

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

In addition, [removed: certain] [added: some of our] activities related to network design, provider participation in networks and provider payments could result in disputes, which may be [removed: costly, divert management’s attention from our operations] [added: costly] and [removed: result in] [added: attract] negative publicity.

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

Estimates of benefit expense payments involve extensive judgement and are subject to considerable inherent variability.

Cost increases in excess of our forecasts typically cannot be recovered in the fixed premium period through higher premiums.

We anticipate that fast-evolving AI/ML technologies, including generative AI, will play an increasingly important role in our information systems and customer-facing technology products.

If these commitments fail to provide the anticipated benefits, if we are unable to successfully anticipate future technology developments, or if the cost to keep pace with the technological changes exceed our estimates, we could be exposed to reputational harm and experience adverse effects on our business.

Threat actors and hackers have previously been, and may in the future be, able to negatively affect our operations by penetrating our security controls and causing system and operational disruptions or shutdowns, accessing, misappropriating or otherwise compromising protected personal information or proprietary or confidential information or that of third parties, and developing and deploying viruses, ransomware and other malware that can attack our systems, exploit any security vulnerabilities, and disrupt or shutdown our systems and operations.

In particular geographies or product segments, our competitors may have certain competitive advantages.

financial position and cash flows.

They may also fail to provide us with the information we need to effectively conduct our businesses, such as information enabling us to estimate costs of care.

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), matters related to our use of personal information or other proprietary data, claims related to alleged failure of our technology products to operate properly or fairly, contract and labor disputes, tax claims and claims related to disclosure of certain business practices.

Even in situations where we engage external insurers, our coverage may not be sufficient to cover the entirety of certain claims.

Even if we are ultimately successful, defending such claims may be costly and result in negative publicity.

Our businesses are subject to risks associated with unfavorable economic conditions.

successfully expand our business.

Any downgrades in our credit ratings could increase our borrowing and operating costs.

Additionally, changes in tax laws or unfavorable resolutions of exams could create additional tax liabilities.

industry regulations which could differ from the approach taken by U.S. regulators or courts.

Chronic failure to meet the benchmarks could result in termination of these government contracts.

CMS uses various payment mechanisms to allocate funding and adjust monthly capitation payments for Medicare programs.

For Medicare Advantage plans, these adjustments are made according to the predicted health status of each beneficiary as supported by data from health care providers.

For Medicare Part D plans, payment adjustments are driven by risk-sharing provisions based on a comparison of costs forecasted in our annual bids to actual prescription drug costs.

Additionally, legislative and regulatory action in the United States at the federal, state and local levels, as well as internationally, is emerging in the areas of AI/ML and automation.

An audit resulting in findings or allegations of noncompliance could damage our reputation and subject us to monetary and other sanctions.

As an enterprise, we increasingly rely on new and evolving technologies, including those powered by or incorporating AI/ML, as part of our internal operations and in the delivery of our products and services.

New technologies have potential and power to improve and optimize operational processes and clinical outcomes across the healthcare system, but also present ethical, technological, legal, regulatory and other risks.

With respect to AI/ML, we have developed and implemented policies and procedures intended to promote and sustain responsible design, development, and use of AI/ML, consistent with industry best practices.

Any inadequacy or failure in compliance with our responsible use of AI/ML policies and procedures or emerging laws, regulations and standards governing AI/ML use could cause our technology products not to operate as intended or to produce outcomes that could have a material and adverse effect on our business, reputation, results of operations, financial position and cash flows.

Our premium revenue on commercial policies and Medicaid contracts is typically based on a fixed monthly rate per individual 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 of the year before the contract year.

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

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

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

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

They also may be able to develop and deploy viruses, worms and other malicious software programs attacking our systems or otherwise exploit any security vulnerabilities.

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 particular geographies or 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.

For example, new direct-to-consumer business models from competing businesses may make it more difficult for us to directly engage consumers in the selection and management of their health care benefits and health care usage.

For example, we have a strategic alliance with AARP under which we provide AARP-branded Medicare Supplement insurance to AARP members and other AARP-branded products and services to Medicare beneficiaries.

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 acquisition of SCA.

We are vigorously defending this lawsuit, but if SCA is found liable, we may be subject to criminal fines or reputational harm.

If we

If we are unable to manage successfully our non-U.S. acquisitions, our business, prospects, results of operations and financial position could be materially and adversely affected.

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

Unfavorable economic conditions could materially and adversely affect our revenues and our results of operations.

Any downgrades in our credit ratings could adversely affect our business, financial condition and results of operations.

Litigation challenges have been brought seeking to invalidate the ACA in whole or in part and future litigation challenges are possible.

For example, our UnitedHealthcare Employer & Individual international business subjects us to Brazilian laws and regulations affecting hospitals, managed care and insurance industries and to regulation by Brazilian regulators, including the national regulatory agency for private health insurance and plans, the Agência Nacional de Saúde Suplementar, while our Banmédica business is subject to Chilean, Colombian and Peruvian laws, regulations and regulators applicable to hospitals and private insurance.

CMS uses various payment mechanisms to allocate funding for Medicare programs, including adjustment of monthly capitation payments to Medicare Advantage plans and Medicare Part D plans according to the predicted health status of each beneficiary as supported by data from health care providers for Medicare Advantage plans, as well as, for Medicare Part D plans, risk-sharing provisions based on a comparison of costs forecasted in our annual bids to actual prescription drug costs.

statute apply to some or all of the services provided by our pharmacy care services businesses even where those businesses are not contractually obligated to assume fiduciary obligations.

Brazilian privacy legislation, similar in certain respects to GDPR, took effect in September 2020.

An audit resulting in findings or allegations of noncompliance could have a material adverse effect on our results of operations, financial position and cash flows.

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 Statements and Supplementary [removed: Data](#i6b660947fab7488cb4d33baca2cb3a37_73).”] [added: Data](#i59863b37127344c7ba6c6c09951174ce_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.”](#i6b660947fab7488cb4d33baca2cb3a37_22)][added: Factors.”](#i59863b37127344c7ba6c6c09951174ce_22)]

Discussions of year-over-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] 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/ix?doc=/Archives/edgar/data/731766/000073176622000008/unh-20211231.htm)] [added: Operations”](http://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unh-20221231.htm#i6b660947fab7488cb4d33baca2cb3a37_52)] of the Company’s Form 10-K for the fiscal year ended December 31, [removed: 2021.][added: 2022.]

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

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

We have four reportable segments across our two [removed: business platforms, Optum and UnitedHealthcare:][added: businesses:]

Further information on our business and reportable segments is presented in [Part I, Item 1, [removed: “Business”](#i6b660947fab7488cb4d33baca2cb3a37_13)] [added: “Business”](#i59863b37127344c7ba6c6c09951174ce_13)] and in [Note 14 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary [removed: Data.”](#i6b660947fab7488cb4d33baca2cb3a37_211)][added: Data.”](#i59863b37127344c7ba6c6c09951174ce_202)]

Our businesses participate in the United [removed: States, South America] [added: States] and certain other international health markets.

Pricing Trends. To price our health care benefits, products and services, we start with our view of expected future costs, including [added: care patterns,] inflation and labor market dynamics.

[removed: Redeterminations will result in a decline in] [added: Medicaid Redeterminations. The resumption of Medicaid redeterminations have impacted the number of] people served through our Medicaid [removed: business and] [added: offerings, partially offset by] an [removed: expected] increase in [removed: people] [added: consumers] served through our commercial [removed: and exchange-based] offerings as we endeavor to ensure that people [added: and families] have continued access to [removed: benefits.][added: care.]

We are working to accelerate this vision through the innovation and integration of our care delivery models including [removed: in clinic,] [added: 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.

For additional information regarding regulatory trends and uncertainties, see [Part I, Item 1 “Business - Government [removed: Regulation”](#i6b660947fab7488cb4d33baca2cb3a37_19)] [added: Regulation”](#i59863b37127344c7ba6c6c09951174ce_19)] and [Item 1A, “Risk [removed: Factors.”](#i6b660947fab7488cb4d33baca2cb3a37_22)][added: Factors.”](#i59863b37127344c7ba6c6c09951174ce_22)]

For example, the [removed: February 2023 Advance] [added: Final] Notice for 2024 rates [removed: would result] [added: resulted] in an industry base rate decrease, [added: as did the January 2024 Advance Notice for 2025 rates, both of which are] well short of what is an increasing industry forward medical cost trend, creating continued pressure in the Medicare Advantage program.

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

The following represents a summary of select [removed: 2022] [added: 2023] year-over-year operating comparisons to [removed: 2021.][added: 2022.]

- Consolidated revenues increased by [removed: 13%,] [added: 15%,] UnitedHealthcare revenues increased [removed: 12%] [added: 13%] and Optum revenues grew [removed: 17%.][added: 24%.]

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

- Earnings from operations increased by [removed: 19%,] [added: 14%,] including an increase of [removed: 20%] [added: 14%] at UnitedHealthcare and [removed: 17%] [added: 13%] at Optum.

- Diluted earnings per common share increased [removed: 17%] [added: 13%] to [removed: $21.18.][added: $23.86.]

- Cash flows from operations were [removed: $26.2] [added: $29.1] billion.

- Return on equity was [removed: 27.2%.][added: 27.0%.]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | | | | | | | | | | |

| Premiums | | | | | | $ | [removed: 257,157] [added: 290,827] | | | | | $ | [removed: 226,233] [added: 257,157] | | | | | $ | [removed: 201,478] [added: 226,233] | | | | | $ | [removed: 30,924] [added: 33,670] | | | | | [removed: 14] [added: 13] | | % |

| Products | | | | | | [removed: 37,424] [added: 42,583] | | | | | | [removed: 34,437] [added: 37,424] | | | | | | [removed: 34,145] [added: 34,437] | | | | | | [removed: 2,987] [added: 5,159] | | | | | | [removed: 9] [added: 14] | | |

| Services | | | | | | [removed: 27,551] [added: 34,123] | | | | | | [removed: 24,603] [added: 27,551] | | | | | | [removed: 20,016] [added: 24,603] | | | | | | [removed: 2,948] [added: 6,572] | | | | | | [removed: 12] [added: 24] | | |

| Investment and other income | | | | | | [removed: 2,030] [added: 4,089] | | | | | | [removed: 2,324] [added: 2,030] | | | | | | [removed: 1,502] [added: 2,324] | | | | | | [removed: (294)] [added: 2,059] | | | | | | [removed: (13)] [added: 101] | | |

| Total revenues | | | | | | [removed: 324,162] [added: 371,622] | | | | | | [removed: 287,597] [added: 324,162] | | | | | | [removed: 257,141] [added: 287,597] | | | | | | [removed: 36,565] [added: 47,460] | | | | | | [removed: 13] [added: 15] | | |

| Medical costs | | | | | | [removed: 210,842] [added: 241,894] | | | | | | [removed: 186,911] [added: 210,842] | | | | | | [removed: 159,396] [added: 186,911] | | | | | | [removed: 23,931] [added: 31,052] | | | | | | [removed: 13] [added: 15] | | |

| Operating costs | | | | | | [removed: 47,782] [added: 54,628] | | | | | | [removed: 42,579] [added: 47,782] | | | | | | [removed: 41,704] [added: 42,579] | | | | | | [removed: 5,203] [added: 6,846] | | | | | | [removed: 12] [added: 14] | | |

| Cost of products sold | | | | | | [removed: 33,703] [added: 38,770] | | | | | | [removed: 31,034] [added: 33,703] | | | | | | [removed: 30,745] [added: 31,034] | | | | | | [removed: 2,669] [added: 5,067] | | | | | | [removed: 9] [added: 15] | | |

| Depreciation and amortization | | | | | | [removed: 3,400] [added: 3,972] | | | | | | [removed: 3,103] [added: 3,400] | | | | | | [removed: 2,891] [added: 3,103] | | | | | | [removed: 297] [added: 572] | | | | | | [removed: 10] [added: 17] | | |

| Total operating costs | | | | | | [removed: 295,727] [added: 339,264] | | | | | | [removed: 263,627] [added: 295,727] | | | | | | [removed: 234,736] [added: 263,627] | | | | | | [removed: 32,100] [added: 43,537] | | | | | | [removed: 12] [added: 15] | | |

| Earnings from operations | | | | | | [removed: 28,435] [added: 32,358] | | | | | | [removed: 23,970] [added: 28,435] | | | | | | [removed: 22,405] [added: 23,970] | | | | | | [removed: 4,465] [added: 3,923] | | | | | | [removed: 19] [added: 14] | | |

| Interest expense | | | | | | [removed: (2,092)] [added: (3,246)] | | | | | | [removed: (1,660)] [added: (2,092)] | | | | | | [removed: (1,663)] [added: (1,660)] | | | | | | [removed: (432)] [added: (1,154)] | | | | | | [removed: 26] [added: 55] | | |

| Earnings before income taxes | | | | | | [removed: 26,343] [added: 29,112] | | | | | | [removed: 22,310] [added: 26,343] | | | | | | [removed: 20,742] [added: 22,310] | | | | | | [removed: 4,033] [added: 2,769] | | | | | | [removed: 18] [added: 11] | | |

| Provision for income taxes | | | | | | [removed: (5,704)] [added: (5,968)] | | | | | | [removed: (4,578)] [added: (5,704)] | | | | | | [removed: (4,973)] [added: (4,578)] | | | | | | [removed: (1,126)] [added: (264)] | | | | | | [removed: 25] [added: 5] | | |

| Net earnings | | | | | | [removed: 20,639] [added: 23,144] | | | | | | [removed: 17,732] [added: 20,639] | | | | | | [removed: 15,769] [added: 17,732] | | | | | | [removed: 2,907] [added: 2,505] | | | | | | [removed: 16] [added: 12] | | |

| Earnings attributable to noncontrolling interests | | | | | | [removed: (519)] [added: (763)] | | | | | | [removed: (447)] [added: (519)] | | | | | | [removed: (366)] [added: (447)] | | | | | | [removed: (72)] [added: (244)] | | | | | | [removed: 16] [added: 47] | | |

| Net earnings attributable to UnitedHealth Group common shareholders | | | | | | $ | [removed: 20,120] [added: 22,381] | | | | | $ | [removed: 17,285] [added: 20,120] | | | | | $ | [removed: 15,403] [added: 17,285] | | | | | $ | [removed: 2,835] [added: 2,261] | | | | | [removed: 16] [added: 11] | | % |

| Diluted earnings per share attributable to UnitedHealth Group common shareholders | | | | | | $ | [removed: 21.18] [added: 23.86] | | | | | $ | [removed: 18.08] [added: 21.18] | | | | | $ | [removed: 16.03] [added: 18.08] | | | | | $ | [removed: 3.10] [added: 2.68] | | | | | [removed: 17] [added: 13] | | % |

Medicare Advantage funding continues to be pressured, as discussed below in [“Regulatory Trends and Uncertainties](#i59863b37127344c7ba6c6c09951174ce_58)[”](#i59863b37127344c7ba6c6c09951174ce_58) and we have observed increased care patterns as discussed below in “Medical Cost Trends.” Our 2024 benefit design approach contemplates these trends.

During 2023, we observed increased care patterns, primarily related to outpatient procedures for seniors, which we expect will persist throughout 2024, and may continue in future periods.

A key focus of our future growth is to accelerate the transition from fee-for-service care delivery and payment models to fully accountable value-based care.

This transition requires initial costs such as system enhancements, integrated care coordination technology, physician training and clinical engagement.

Enhanced clinical engagement is a critical step to improving the health outcomes of the people we serve and should result in lower costs to the overall health system over time.

Pending Disposition. On December 22, 2023, we entered into an agreement to sell our operations in Brazil to a private investor, subject to regulatory approval and other closing conditions.

We completed the disposition on February 6, 2024, and will record a loss of approximately $7 billion in the quarter ended March 31, 2024, the majority of which was due to foreign currency translation losses in accumulated other comprehensive income.

Revenues also increased due to increased investment income, primarily driven by increased interest rates.

The MCR increased as a result of elevated care activity, primarily relating to outpatient care for seniors, and business mix.

| (in millions, except percentages) | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 2023 vs. 2022 | | | | | | | | |

People served in Medicaid as of December 31, 2023 decreased primarily due to redeterminations, largely occurring in the second half of 2023, partially offset by increased people served with higher acuity needs.

Earnings from operations increased due to increased investment income and the factors impacting revenue, partially offset by elevated care activity, primarily relating to outpatient care for seniors.

Earnings from operations increased due to cost management initiatives and increased investment income, partially offset by higher senior outpatient and behavioral health care activity and costs associated with serving newly added patients under value-based care arrangements.

| Customer funds administered | | | | | | (521) | | | | | | — | | | | | | — | | | | | | (521) | | |

The Board of Directors from time to time may further amend the share repurchase program in order to increase the authorized number of shares which may be repurchased under the program.

For example, for the most recent two months, we estimate claim costs incurred by applying

| (0.75)% | | | | | | $ | 880 | |

| (0.50) | | | | | | 585 | | |

| (0.25) | | | | | | 292 | | |

| 0.25 | | | | | | (290) | | |

| 0.50 | | | | | | (579) | | |

| 0.75 | | | | | | (867) | | |

| 3% | | | | | | $ | 1,128 | |

| 2 | | | | | | 752 | | |

| 1 | | | | | | 376 | | |

| (1) | | | | | | (376) | | |

| (2) | | | | | | (752) | | |

| (3) | | | | | | (1,128) | | |

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

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

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.

The increase in people served through Medicaid was primarily driven by states continuing to ease redetermination requirements and growth in people served through Dual Special Needs Plans.

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.

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) | | |

As of December 31, [removed: 2022,] [added: 2023,] we had [removed: $31] [added: $34] 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: 2022, $16] [added: 2023, $20] 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: 2022, $38] [added: 2023, $43] billion of our investments were fixed-rate debt securities and [removed: $43] [added: $44] 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: 2022] [added: 2023] and [removed: 2021] [added: 2022] 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%] | | | | | | $ | 629 | | | | | $ | 327 | | | | | $ | (3,390) | | | | | $ | (7,365) | |

For example, as of December 31, [removed: 2022,] [added: 2023,] 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: $560] [added: $590] million and [removed: $1.2] [added: $1.3] billion, respectively.

As of December 31, [removed: 2022,] [added: 2023,] we had [removed: $3.7] [added: $4.9] billion of investments in equity securities, primarily consisting of [removed: investments in] [added: venture investments,] employee savings plan related [removed: investments, other venture] investments and non-U.S. dollar fixed-income funds.

| | | | | | | December 31, 2023 | | | | | | | | | | | | | | | | | | | | |

| 2 % | | | | | | $ | 688 | | | | | $ | 393 | | | | | $ | (3,642) | | | | | $ | (8,142) | |

| 1 | | | | | | 344 | | | | | | 196 | | | | | | (1,871) | | | | | | (4,444) | | |

| (1) | | | | | | (344) | | | | | | (180) | | | | | | 1,954 | | | | | | 5,391 | | |

| (2) | | | | | | (688) | | | | | | (360) | | | | | | 3,964 | | | | | | 11,992 | | |

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

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

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

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

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

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

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

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

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

UnitedHealthcare offers a full range of health [removed: benefits, enabling affordable coverage, simplifying] [added: benefits designed to simplify] the health care experience and [removed: delivering access] [added: make it more affordable for consumers] to [added: access] high-quality care.

UnitedHealthcare Employer & Individual serves [removed: employers] [added: consumers and employers,] ranging from sole proprietorships to large, multi-site and national [removed: employers, public sector] employers and [removed: individual consumers.][added: public sector employers.]

UnitedHealthcare Medicare & Retirement delivers health and well-being benefits [removed: for Medicare beneficiaries] [added: to seniors] and [removed: retirees.][added: other Medicare eligible consumers.]

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

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

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

- Those who pay for care: [added: consumers;] employers; health plans; and state, federal and municipal agencies devoted to ensuring the 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 operates three business segments [removed: leveraging] [added: which combine] distinctive capabilities in [removed: health care delivery,] [added: value-based care,] population health, health care operations, data and analytics and pharmacy care services:

- Optum Health delivers [added: patient-centered] care, care management, wellness and consumer engagement, and health financial services;

Optum Health provides comprehensive and patient-centered care, addressing the physical, mental, social, and financial well-being of [removed: 102] [added: 103] million consumers and serves more than 100 health payer partners.

Optum Health delivers primary, [removed: multi-specialty, behavioral,] [added: specialty,] 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 [added: patients,] consumers, care delivery systems, providers, employers, payers, and public-sector entities to provide high quality, accessible and equitable care with improved health outcomes and reduced total cost of care.

Optum Financial, including Optum Bank, serves consumers through [removed: nearly 20] [added: more than 24] million consumer accounts with nearly [removed: $20] [added: $22] billion in assets under management as of December 31, [removed: 2022.][added: 2023.]

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

Optum Insight’s aggregate backlog as of December 31, [removed: 2022] [added: 2023] was approximately [removed: $30.0] [added: $32.1] billion, of which [removed: $16.8] [added: $18.7] billion is expected to be realized within the next 12 months.

The aggregate backlog includes [removed: $10.7] [added: $11.9] billion related to affiliated agreements.

Optum Insight’s aggregate backlog as of December 31, [removed: 2021,] [added: 2022,] was [removed: $22.4] [added: $30.0] billion, including [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 [removed: 67,000] [added: 65,000] retail pharmacies, through home delivery, specialty and community health pharmacies, the provision of in-home and community-based infusion services and through rare disease and gene therapy support services.

In [removed: 2022,] [added: 2023,] Optum Rx managed [removed: $124] [added: $159] billion in pharmaceutical spending, including [removed: $52] [added: $63] billion in specialty pharmaceutical spending.

In the United States, UnitedHealthcare arranges for discounted access to care through networks which, as of December 31, [removed: 2022,] [added: 2023,] include [removed: 1.7] [added: 1.8] million physicians and other health care professionals and [removed: 6,400] [added: nearly 7,200] hospitals and other facilities.

See further discussion of our regulatory environment below under [“Government [removed: Regulation”](#i6b660947fab7488cb4d33baca2cb3a37_19)] [added: Regulation”](#i59863b37127344c7ba6c6c09951174ce_19)] and in [Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations.”](#i6b660947fab7488cb4d33baca2cb3a37_52)][added: Operations.”](#i59863b37127344c7ba6c6c09951174ce_52)]

As of December 31, [removed: 2022,] [added: 2023,] UnitedHealthcare Employer & Individual provides access to medical services for [removed: 26.7] [added: 27.3] million people.

[added: Globally, UnitedHealthcare Employer & Individual serves 7.8 million people with medical and dental benefits, typically] in exchange for a monthly premium per member, residing principally in Brazil, Chile, Colombia and Peru, but also in more than 150 other countries.

[removed: UnitedHealthcare Employer & Individual offers health care delivery in our principal global markets] through [removed: nearly 45] hospitals, [removed: and more than 200] outpatient and ambulatory clinics and surgery centers to UnitedHealthcare Employer & Individual global members and consumers served by other payers.

UnitedHealthcare Medicare & Retirement provides health and well-being services to [removed: individuals age 50] [added: seniors] and [removed: older,] [added: other Medicare eligible consumers,] addressing their unique needs.

UnitedHealthcare Medicare & Retirement served [removed: 7.1] [added: 7.7] million people through its Medicare Advantage products as of December 31, [removed: 2022.][added: 2023.]

For example, through our HouseCalls program, nurse practitioners performed [removed: nearly 2.3] [added: more than 2.7] million clinical preventive home care visits in [removed: 2022] [added: 2023] to address unmet care opportunities and close gaps in care.

As of December 31, [removed: 2022,] [added: 2023,] UnitedHealthcare enrolled [removed: 9.6] [added: 10.2] million people in the Medicare Part D programs, including 3.3 million individuals in stand-alone Medicare Part D plans, with the remainder in Medicare Advantage plans incorporating Medicare Part D coverage.

[removed: UnitedHealthcare] Medicare & Retirement served 4.4 million seniors nationwide through various Medicare Supplement products in association with AARP as of December 31, [removed: 2022.][added: 2023.]

Premium revenues from CMS represented [removed: 38%] [added: 40%] of UnitedHealth Group’s total consolidated revenues for the year ended December 31, [removed: 2022,] [added: 2023,] most of which were generated by UnitedHealthcare Medicare & Retirement.

As of December 31, [removed: 2022,] [added: 2023,] UnitedHealthcare Community & State participated in programs in [removed: 35] [added: 32] states and the District of Columbia, and served [removed: 8.2] [added: more than 7.8] million people; including [removed: 1.5] [added: 1.3] million people through Medicaid expansion programs in 19 states under the Patient Protection and Affordable Care Act (ACA).

See [Part I, Item 1A, “Risk [removed: Factors”](#i6b660947fab7488cb4d33baca2cb3a37_22)] [added: Factors”](#i59863b37127344c7ba6c6c09951174ce_22)] for a discussion of the risks related to our compliance with U.S. federal and state and international laws and regulations.

[removed: HITECH imposes requirements on uses and disclosures of] health information; includes contracting requirements for HIPAA business associate agreements; extends parts of HIPAA privacy and security provisions to business associates; adds federal data breach notification requirements for covered entities and business associates and reporting requirements to HHS and the Federal Trade Commission (FTC) and, in some cases, to the local media; strengthens enforcement and imposes higher financial penalties for HIPAA violations and, in certain cases, imposes criminal penalties for individuals, including employees.

State and local authorities increasingly focus on the importance of protecting individuals from identity theft, with a significant number of states enacting laws requiring businesses to meet minimum cyber-security standards and notify individuals of security breaches involving [added: personal information.]

[removed: Different approaches to state privacy] and insurance regulation and varying enforcement philosophies may materially and adversely affect our ability to standardize our products and services across state lines.

See [Part I, Item 1A, “Risk [removed: Factors”](#i6b660947fab7488cb4d33baca2cb3a37_22)] [added: Factors”](#i59863b37127344c7ba6c6c09951174ce_22)] for a discussion of the risks related to compliance with state privacy and security regulations.

Optum seeks to create a higher-performing, value-oriented and more connected approach to health care.

Bringing together clinical expertise, technology and data to make care simpler, more effective and more affordable, we seek to advance whole-person health, creating a seamless consumer experience and supporting clinicians with insights to deliver personalized, evidence-based care.

UnitedHealthcare Community & State serves consumers who are economically disadvantaged, the medically underserved and those without the benefit of employer sponsored health benefits coverage.

UnitedHealthcare Employer & Individual offers health care delivery in our principal global markets

UnitedHealthcare

HITECH imposes requirements on uses and disclosures of

Different approaches to state privacy

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

UnitedHealthcare Community & State manages health care benefit programs on behalf of state Medicaid and community programs and their participants.

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

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

personal information.

Similar to other businesses, in 2022 we experienced moderately higher levels of employment attrition, but due to increased recruiting capacity, upgraded digital capabilities and continued investment in our workforce, we continue to be able to meet the needs of those we serve.

The information required by this Item 3 is incorporated herein by reference to the information set forth under the captions “Legal Matters” and [removed: “Governmental] [added: “Government] Investigations, Audits and Reviews” in [Note 12 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary [removed: Data”](#i6b660947fab7488cb4d33baca2cb3a37_208)][added: Data”](#i59863b37127344c7ba6c6c09951174ce_196)]

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, [removed: 2022] [added: 2023] was [removed: $479,550,880,245] [added: $444,627,758,226] (based on the last reported sale price of [removed: $513.63] [added: $480.64] per share on June 30, [removed: 2022] [added: 2023] as reported 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: 2023,] [added: 2024,] there were [removed: 932,846,602] [added: 921,934,109] 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: 2023] [added: 2024] Annual Meeting of Shareholders.

| Item 1. | | | [removed: [Business](#i6b660947fab7488cb4d33baca2cb3a37_13)] [added: [Business](#i59863b37127344c7ba6c6c09951174ce_13)] | | | [removed: [1](#i6b660947fab7488cb4d33baca2cb3a37_13)] [added: [1](#i59863b37127344c7ba6c6c09951174ce_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i6b660947fab7488cb4d33baca2cb3a37_22)] [added: Factors](#i59863b37127344c7ba6c6c09951174ce_22)] | | | [removed: [10](#i6b660947fab7488cb4d33baca2cb3a37_22)] [added: [10](#i59863b37127344c7ba6c6c09951174ce_22)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i6b660947fab7488cb4d33baca2cb3a37_25)] [added: Comments](#i59863b37127344c7ba6c6c09951174ce_25)] | | | [removed: [20](#i6b660947fab7488cb4d33baca2cb3a37_25)] [added: [20](#i59863b37127344c7ba6c6c09951174ce_25)] | | |

| Item 2. | | | [removed: [Properties](#i6b660947fab7488cb4d33baca2cb3a37_28)] [added: [Properties](#i59863b37127344c7ba6c6c09951174ce_28)] | | | [removed: [21](#i6b660947fab7488cb4d33baca2cb3a37_28)] [added: [22](#i59863b37127344c7ba6c6c09951174ce_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i6b660947fab7488cb4d33baca2cb3a37_31)] [added: Proceedings](#i59863b37127344c7ba6c6c09951174ce_31)] | | | [removed: [21](#i6b660947fab7488cb4d33baca2cb3a37_31)] [added: [22](#i59863b37127344c7ba6c6c09951174ce_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i6b660947fab7488cb4d33baca2cb3a37_34)] [added: Disclosures](#i59863b37127344c7ba6c6c09951174ce_34)] | | | [removed: [21](#i6b660947fab7488cb4d33baca2cb3a37_34)] [added: [22](#i59863b37127344c7ba6c6c09951174ce_34)] | | |

| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i6b660947fab7488cb4d33baca2cb3a37_40)] [added: Securities](#i59863b37127344c7ba6c6c09951174ce_40)] | | | [removed: [21](#i6b660947fab7488cb4d33baca2cb3a37_40)] [added: [22](#i59863b37127344c7ba6c6c09951174ce_40)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i6b660947fab7488cb4d33baca2cb3a37_49)] [added: [Reserved](#i59863b37127344c7ba6c6c09951174ce_49)] | | | [removed: [22](#i6b660947fab7488cb4d33baca2cb3a37_49)] [added: [23](#i59863b37127344c7ba6c6c09951174ce_49)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i6b660947fab7488cb4d33baca2cb3a37_52)] [added: Operations](#i59863b37127344c7ba6c6c09951174ce_52)] | | | [removed: [23](#i6b660947fab7488cb4d33baca2cb3a37_52)] [added: [24](#i59863b37127344c7ba6c6c09951174ce_52)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i6b660947fab7488cb4d33baca2cb3a37_70)] [added: Risk](#i59863b37127344c7ba6c6c09951174ce_70)] | | | [removed: [32](#i6b660947fab7488cb4d33baca2cb3a37_70)] [added: [33](#i59863b37127344c7ba6c6c09951174ce_70)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i6b660947fab7488cb4d33baca2cb3a37_73)] [added: Data](#i59863b37127344c7ba6c6c09951174ce_73)] | | | [removed: [34](#i6b660947fab7488cb4d33baca2cb3a37_73)] [added: [35](#i59863b37127344c7ba6c6c09951174ce_73)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i6b660947fab7488cb4d33baca2cb3a37_214)] [added: Disclosure](#i59863b37127344c7ba6c6c09951174ce_205)] | | | [removed: [66](#i6b660947fab7488cb4d33baca2cb3a37_214)] [added: [66](#i59863b37127344c7ba6c6c09951174ce_205)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i6b660947fab7488cb4d33baca2cb3a37_217)] [added: Procedures](#i59863b37127344c7ba6c6c09951174ce_208)] | | | [removed: [66](#i6b660947fab7488cb4d33baca2cb3a37_217)] [added: [66](#i59863b37127344c7ba6c6c09951174ce_208)] | | |

| Item 9B. | | | [Other [removed: Information](#i6b660947fab7488cb4d33baca2cb3a37_232)] [added: Information](#i59863b37127344c7ba6c6c09951174ce_223)] | | | [removed: [69](#i6b660947fab7488cb4d33baca2cb3a37_232)] [added: [69](#i59863b37127344c7ba6c6c09951174ce_223)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#i6b660947fab7488cb4d33baca2cb3a37_235)] [added: Inspections](#i59863b37127344c7ba6c6c09951174ce_226)] | | | [removed: [69](#i6b660947fab7488cb4d33baca2cb3a37_235)] [added: [69](#i59863b37127344c7ba6c6c09951174ce_226)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i6b660947fab7488cb4d33baca2cb3a37_241)] [added: Governance](#i59863b37127344c7ba6c6c09951174ce_232)] | | | [removed: [69](#i6b660947fab7488cb4d33baca2cb3a37_241)] [added: [69](#i59863b37127344c7ba6c6c09951174ce_232)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i6b660947fab7488cb4d33baca2cb3a37_244)] [added: Compensation](#i59863b37127344c7ba6c6c09951174ce_235)] | | | [removed: [69](#i6b660947fab7488cb4d33baca2cb3a37_244)] [added: [69](#i59863b37127344c7ba6c6c09951174ce_235)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i6b660947fab7488cb4d33baca2cb3a37_247)] [added: Matters](#i59863b37127344c7ba6c6c09951174ce_238)] | | | [removed: [70](#i6b660947fab7488cb4d33baca2cb3a37_247)] [added: [70](#i59863b37127344c7ba6c6c09951174ce_238)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i6b660947fab7488cb4d33baca2cb3a37_250)] [added: Independence](#i59863b37127344c7ba6c6c09951174ce_241)] | | | [removed: [70](#i6b660947fab7488cb4d33baca2cb3a37_250)] [added: [70](#i59863b37127344c7ba6c6c09951174ce_241)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i6b660947fab7488cb4d33baca2cb3a37_253)] [added: Services](#i59863b37127344c7ba6c6c09951174ce_244)] | | | [removed: [70](#i6b660947fab7488cb4d33baca2cb3a37_253)] [added: [70](#i59863b37127344c7ba6c6c09951174ce_244)] | | |

| Item 15. | | | [Exhibit and Financial Statement [removed: Schedules](#i6b660947fab7488cb4d33baca2cb3a37_259)] [added: Schedules](#i59863b37127344c7ba6c6c09951174ce_250)] | | | [removed: [71](#i6b660947fab7488cb4d33baca2cb3a37_259)] [added: [71](#i59863b37127344c7ba6c6c09951174ce_250)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i6b660947fab7488cb4d33baca2cb3a37_280)] [added: Summary](#i59863b37127344c7ba6c6c09951174ce_268)] | | | [removed: [79](#i6b660947fab7488cb4d33baca2cb3a37_280)] [added: [79](#i59863b37127344c7ba6c6c09951174ce_268)] | | |

| Item 1C. | | | [Cybersecurity](#i59863b37127344c7ba6c6c09951174ce_2518) | | | [21](#i59863b37127344c7ba6c6c09951174ce_2518) | | |

| [Signatures](#i59863b37127344c7ba6c6c09951174ce_271) | | | | | | [80](#i59863b37127344c7ba6c6c09951174ce_271) | | |

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

UnitedHealth Group manages cybersecurity and data protection through a continuously evolving framework.

The framework allows us to identify, assess and mitigate the risks we face, and assists us in establishing policies and safeguards to protect our systems and the information of those we serve.

Our cybersecurity program is managed by our Chief Digital and Technology Officer and Chief Information Security Officer.

The Audit and Finance Committee of the Board of Directors has oversight of our cybersecurity program and is responsible for reviewing and assessing the Company’s cybersecurity and data protection policies, procedures and resource commitment, including key risk areas and mitigation strategies.

As part of this process, the Audit and Finance Committee receives regular updates from the Chief Digital and Technology Officer and Chief Information Security Officer on critical issues related to our information security risks, cybersecurity strategy, supplier risk and business continuity capabilities.

The Company’s framework includes an incident management and response program that continuously monitors the Company’s information systems for vulnerabilities, threats and incidents; manages and takes action to contain incidents that occur; remediates vulnerabilities; and communicates the details of threats and incidents to management, including the Chief Digital and Technology Officer and Chief Information Security Officer, as deemed necessary or appropriate.

Pursuant to the Company’s incident response plan, incidents are reported to the Audit and Finance Committee, appropriate government agencies and other authorities, as deemed necessary or appropriate, considering the actual or potential impact, significance and scope.

We work to require our third-party partners and contractors to handle data in accordance with our data privacy and information security requirements and applicable laws.

We regularly engage with our suppliers, partners, contractors, service providers and internal development teams to identify and remediate vulnerabilities in a timely manner and monitor system upgrades to mitigate future risk, and ensure they employ appropriate and effective controls and continuity plans for their systems and operations.

To ensure that our program is designed and operating effectively, our infrastructure and information systems are audited periodically by internal and external auditors.

We have obtained various certifications from industry-recognized certifying organizations as a result of certain external audits.

We also perform regular vulnerability assessments and penetration tests to improve system security and address emerging security threats.

Our internal audit team independently assesses security controls against our enterprise policies to evaluate compliance and leverages a combination of auditing and security frameworks to evaluate how leading practices are applied throughout our enterprise.

Audit results and remediation progress are reported to and monitored by senior management and the Audit and Finance Committee.

We also periodically partner with industry-leading cybersecurity firms to assess our cybersecurity program.

These assessments complement our other assessment work by evaluating our cybersecurity program as a whole.

We complete an enterprise information risk assessment as part of our overall enterprise information security risk management assessment, which is overseen by our Chief Information Security Officer.

This risk assessment is a review of internal and external threats that evaluates changes to the information risk landscape to inform the investments and program enhancements to be made in the future to rapidly respond and recover from potential attacks, including rebuild and recovery protocols for key systems.

We evaluate our enterprise information security risk to ensure we address any unexpected or unforeseen changes in the risk environment or our systems and the resulting impacts are communicated to the Company’s overall enterprise risk management program.

We believe our Chief Digital and Technology Officer and Chief Information Security Officer have the appropriate knowledge and expertise to effectively manage our cybersecurity program.

The Chief Digital and Technology Officer has experience leading enterprise digital transformation efforts for a large multinational corporation and held several leadership and growth positions at a global technology consulting and services firm before joining UnitedHealth Group.

Our Chief Information Security Officer has experience leading a global digital portfolio for a large multinational corporation and held key leadership roles for a large technology and software company, including overseeing information security, before joining UnitedHealth Group.

As of December 31, 2023, the Company has not identified any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations or financial condition, but there can be no assurance that any such risk will not materially affect the Company in the future.

For further information about the cybersecurity risks we face, and potential impacts, see [Part I, Item 1A, “Risk Factors.”](#i59863b37127344c7ba6c6c09951174ce_22)

On February 22, 2024, we disclosed the occurrence of a cybersecurity incident.

We continue to investigate the extent of the incident, which we believe was committed by cybercrime threat actors.

As of the date of this report, we have not determined the incident is reasonably likely to materially impact our financial condition or results of operations.

On January 31, [removed: 2023,] [added: 2024,] there were [removed: 10,260] [added: 9,853] holders of record of our common stock.

In June [removed: 2022, the Company’s] [added: 2023, our] Board of Directors increased the Company’s quarterly cash dividend to shareholders to an annual rate of [removed: $6.60] [added: $7.52] compared to [removed: $5.80] [added: $6.60] per share, which the Company had paid since June [removed: 2021.][added: 2022.]

Fourth Quarter [removed: 2022][added: 2023]

The following performance graph compares the cumulative five-year total return to shareholders on our common stock relative to the cumulative total returns of the S&P Health Care Index, the Dow Jones US Industrial Average Index and the S&P 500 Index for the five-year period ended December 31, [removed: 2022.][added: 2023.]

The comparisons assume the investment of $100 on December 31, [removed: 2017] [added: 2018] in our common stock and in each index, and [added: the reinvestment of] dividends [removed: were reinvested] when paid.

[removed: ][added: ]

*The stock price performance included in this graph is not necessarily indicative of future stock price [removed: performance.*][added: performance.]

| October 31, 2023 | | | | | | 1.0 | | | | | | $ | 524.30 | | | | | 1.0 | | | | | | 16.7 | | |

| November 30, 2023 | | | | | | 0.9 | | | | | | 537.53 | | | | | | 0.9 | | | | | | 15.8 | | |

| December 31, 2023 | | | | | | 0.9 | | | | | | 544.83 | | | | | | 0.9 | | | | | | 14.9 | | |

| Total | | | | | | 2.8 | | | | | | $ | 535.34 | | | | | 2.8 | | | | | | | | |

The Board of Directors from time to time may further amend the share repurchase program in order to increase the authorized number of shares which may be repurchased under the program.

| | | | 12/18 | | | | | | 12/19 | | | | | | 12/20 | | | | | | 12/21 | | | | | | 12/22 | | | | | | 12/23 | | |

| UnitedHealth Group | | | $ | 100.00 | | | | | $ | 119.99 | | | | | $ | 145.43 | | | | | $ | 211.18 | | | | | $ | 225.85 | | | | | $ | 227.65 | |

| S&P Health Care Index | | | 100.00 | | | | | | 120.82 | | | | | | 137.07 | | | | | | 172.89 | | | | | | 169.51 | | | | | | 172.99 | | |

| Dow Jones US Industrial Average | | | 100.00 | | | | | | 125.34 | | | | | | 137.53 | | | | | | 166.34 | | | | | | 154.92 | | | | | | 180.00 | | |

| S&P 500 Index | | | 100.00 | | | | | | 131.49 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | |

The preceding stock performance graph shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates such information by reference, and shall not otherwise be deemed filed under such Acts.*

| 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 | | | | | | | | |

| | | | 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 | | |

| [Report of Independent Registered Public Accounting Firm [removed: (](#i6b660947fab7488cb4d33baca2cb3a37_76)[PCAOB] [added: (](#i59863b37127344c7ba6c6c09951174ce_76)[PCAOB] ID [removed: No](#i6b660947fab7488cb4d33baca2cb3a37_76) 34[)](#i6b660947fab7488cb4d33baca2cb3a37_76)] [added: No](#i59863b37127344c7ba6c6c09951174ce_76) 34[)](#i59863b37127344c7ba6c6c09951174ce_76)] | | | [removed: [35](#i6b660947fab7488cb4d33baca2cb3a37_76)] [added: [36](#i59863b37127344c7ba6c6c09951174ce_76)] | | |

| [Consolidated Balance [removed: Sheets](#i6b660947fab7488cb4d33baca2cb3a37_79)] [added: Sheets](#i59863b37127344c7ba6c6c09951174ce_79)] | | | [removed: [37](#i6b660947fab7488cb4d33baca2cb3a37_79)] [added: [38](#i59863b37127344c7ba6c6c09951174ce_79)] | | |

| [Consolidated Statements of [removed: Operations](#i6b660947fab7488cb4d33baca2cb3a37_85)] [added: Operations](#i59863b37127344c7ba6c6c09951174ce_85)] | | | [removed: [38](#i6b660947fab7488cb4d33baca2cb3a37_85)] [added: [39](#i59863b37127344c7ba6c6c09951174ce_85)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i6b660947fab7488cb4d33baca2cb3a37_88)] [added: Income](#i59863b37127344c7ba6c6c09951174ce_88)] | | | [removed: [39](#i6b660947fab7488cb4d33baca2cb3a37_88)] [added: [40](#i59863b37127344c7ba6c6c09951174ce_88)] | | |

| [Consolidated Statements of Changes in [removed: Equity](#i6b660947fab7488cb4d33baca2cb3a37_91)] [added: Equity](#i59863b37127344c7ba6c6c09951174ce_91)] | | | [removed: [40](#i6b660947fab7488cb4d33baca2cb3a37_91)] [added: [41](#i59863b37127344c7ba6c6c09951174ce_91)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i6b660947fab7488cb4d33baca2cb3a37_97)] [added: Flows](#i59863b37127344c7ba6c6c09951174ce_94)] | | | [removed: [41](#i6b660947fab7488cb4d33baca2cb3a37_97)] [added: [42](#i59863b37127344c7ba6c6c09951174ce_94)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i6b660947fab7488cb4d33baca2cb3a37_100)] [added: Statements](#i59863b37127344c7ba6c6c09951174ce_97)] | | | [removed: [42](#i6b660947fab7488cb4d33baca2cb3a37_100)] [added: [43](#i59863b37127344c7ba6c6c09951174ce_97)] | | |

| [2. Basis of Presentation, Use of Estimates and Significant Accounting [removed: Policies](#i6b660947fab7488cb4d33baca2cb3a37_106)] [added: Policies](#i59863b37127344c7ba6c6c09951174ce_103)] | | | [removed: [42](#i6b660947fab7488cb4d33baca2cb3a37_106)] [added: [43](#i59863b37127344c7ba6c6c09951174ce_103)] | | |

| [5. Property, Equipment and Capitalized [removed: Software](#i6b660947fab7488cb4d33baca2cb3a37_172)] [added: Software](#i59863b37127344c7ba6c6c09951174ce_166)] | | | [removed: [51](#i6b660947fab7488cb4d33baca2cb3a37_172)] [added: [52](#i59863b37127344c7ba6c6c09951174ce_166)] | | |

| [6. Goodwill and Other Intangible [removed: Assets](#i6b660947fab7488cb4d33baca2cb3a37_175)] [added: Assets](#i59863b37127344c7ba6c6c09951174ce_169)] | | | [removed: [51](#i6b660947fab7488cb4d33baca2cb3a37_175)] [added: [52](#i59863b37127344c7ba6c6c09951174ce_169)] | | |

| [removed: [7.] Medical [removed: Costs Payable](#i6b660947fab7488cb4d33baca2cb3a37_181)] [added: costs payable] | | | [removed: [52](#i6b660947fab7488cb4d33baca2cb3a37_181)] | | | [added: (1) | | |]

| [8. Short-Term Borrowings and Long-Term [removed: Debt](#i6b660947fab7488cb4d33baca2cb3a37_184)] [added: Debt](#i59863b37127344c7ba6c6c09951174ce_175)] | | | [removed: [54](#i6b660947fab7488cb4d33baca2cb3a37_184)] [added: [55](#i59863b37127344c7ba6c6c09951174ce_175)] | | |

| [10. Shareholders’ [removed: Equity](#i6b660947fab7488cb4d33baca2cb3a37_196)] [added: Equity](#i59863b37127344c7ba6c6c09951174ce_184)] | | | [removed: [58](#i6b660947fab7488cb4d33baca2cb3a37_196)] [added: [59](#i59863b37127344c7ba6c6c09951174ce_184)] | | |

| [11. Share-Based [removed: Compensation](#i6b660947fab7488cb4d33baca2cb3a37_202)] [added: Compensation](#i59863b37127344c7ba6c6c09951174ce_190)] | | | [removed: [59](#i6b660947fab7488cb4d33baca2cb3a37_202)] [added: [60](#i59863b37127344c7ba6c6c09951174ce_190)] | | |

| [12. Commitments and [removed: Contingencies](#i6b660947fab7488cb4d33baca2cb3a37_208)] [added: Contingencies](#i59863b37127344c7ba6c6c09951174ce_196)] | | | [removed: [61](#i6b660947fab7488cb4d33baca2cb3a37_208)] [added: [62](#i59863b37127344c7ba6c6c09951174ce_196)] | | |

| [13. Business [removed: Combinations](#i6b660947fab7488cb4d33baca2cb3a37_2699)] [added: Combinations](#i59863b37127344c7ba6c6c09951174ce_199)] | | | [removed: [62](#i6b660947fab7488cb4d33baca2cb3a37_2699)] [added: [63](#i59863b37127344c7ba6c6c09951174ce_199)] | | |

| [14. Segment Financial [removed: Information](#i6b660947fab7488cb4d33baca2cb3a37_211)] [added: Information](#i59863b37127344c7ba6c6c09951174ce_202)] | | | [removed: [64](#i6b660947fab7488cb4d33baca2cb3a37_211)] [added: [64](#i59863b37127344c7ba6c6c09951174ce_202)] | | |

We have audited the accompanying consolidated balance sheets of UnitedHealth Group Incorporated and Subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in [removed: Internal] [added: *Internal] Control — Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 24, 2023] [added: 28, 2024] expressed an unqualified opinion on the Company’s internal control over financial reporting.

[removed: Incurred] [added: Medical Care Services Incurred] but not Reported (IBNR) [removed: Claim Liability] - Refer to Notes 2 and 7 to the financial statements.

The Company develops [removed: IBNR] estimates [added: for medical care services incurred but not reported (IBNR)] using an actuarial model that requires management to exercise certain judgments in developing its estimates.

We identified [removed: the] [added: medical care services] IBNR [removed: claim liability] as a critical audit matter because [removed: of the] [added: it requires] significant [removed: assumptions made by] management [added: assumptions] in estimating the liability.

This required complex auditor judgment, and an increased extent of effort, including the involvement of actuarial specialists in performing procedures to evaluate the reasonableness of management’s methods, [removed: assumptions] [added: assumptions,] and judgments in developing [removed: the liability.][added: estimates for medical care services IBNR.]

Our audit procedures [added: related to medical care services IBNR] included the following, among others:

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

- With the assistance of actuarial specialists, we evaluated the reasonableness of the actuarial methods and assumptions used by management to estimate [removed: the] IBNR [removed: claim liability] [added: for these services] by:

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

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

[removed: ◦Performing] [added: –Performing] a retrospective review comparing management’s prior year estimate of IBNR to claims processed in [removed: 2022] [added: 2023] with dates of service in [removed: 2021] [added: 2022] or prior.

| (in millions, except per share data) | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | December 31, [removed: 2021] [added: 2022] | | |

| Cash and cash equivalents | | | | | | $ | [removed: 23,365] [added: 25,427] | | | | | $ | [removed: 21,375] [added: 23,365] | |

| Short-term investments | | | | | | [removed: 4,546] [added: 4,201] | | | | | | [removed: 2,532] [added: 4,546] | | |

| Accounts receivable, net of allowances of [removed: $877] [added: $1,000] and [removed: $954] [added: $877] | | | | | | [removed: 17,681] [added: 21,276] | | | | | | [removed: 14,216] [added: 17,681] | | |

| Other current receivables, net of allowances of [removed: $1,433] [added: $2,084] and [removed: $993] [added: $1,433] | | | | | | [removed: 12,769] [added: 17,694] | | | | | | [removed: 13,866] [added: 12,769] | | |

| Assets under management | | | | | | [removed: 4,087] [added: 3,755] | | | | | | [removed: 4,449] [added: 4,087] | | |

| Prepaid expenses and other current assets | | | | | | [removed: 6,621] [added: 6,084] | | | | | | [removed: 5,320] [added: 6,621] | | |

| Total current assets | | | | | | [removed: 69,069] [added: 78,437] | | | | | | [removed: 61,758] [added: 69,069] | | |

| Long-term investments | | | | | | [removed: 43,728] [added: 47,609] | | | | | | [removed: 43,114] [added: 43,728] | | |

| Property, equipment and capitalized software, net of accumulated depreciation and amortization of [removed: $6,930] [added: $7,039] and [removed: $5,992] [added: $6,930] | | | | | | [removed: 10,128] [added: 11,450] | | | | | | [removed: 8,969] [added: 10,128] | | |

| [1. Description of Business](#i59863b37127344c7ba6c6c09951174ce_100) | | | [43](#i59863b37127344c7ba6c6c09951174ce_100) | | |

| [3. Investments](#i59863b37127344c7ba6c6c09951174ce_160) | | | [48](#i59863b37127344c7ba6c6c09951174ce_160) | | |

| [4. Fair Value](#i59863b37127344c7ba6c6c09951174ce_163) | | | [49](#i59863b37127344c7ba6c6c09951174ce_163) | | |

| [9. Income Taxes](#i59863b37127344c7ba6c6c09951174ce_178) | | | [57](#i59863b37127344c7ba6c6c09951174ce_178) | | |

| February 28, 2024 | | |

See [Notes to the Consolidated Financial Statements](#i59863b37127344c7ba6c6c09951174ce_97)

See [Notes to the Consolidated Financial Statements](#i59863b37127344c7ba6c6c09951174ce_97)

| Net earnings | | | | | | | | | | | | | | | | | | | | | | | | 22,381 | | | | | | | | | | | | | | | | | | 575 | | | | | | 22,956 | | |

| Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 807 | | | | | | 559 | | | | | | | | | | | | 1,366 | | |

| Common share repurchases | | | | | | (16) | | | | | | — | | | | | | (2,057) | | | | | | (6,002) | | | | | | | | | | | | | | | | | | | | | | | | (8,059) | | |

| Balance at December 31, 2023 | | | | | | 924 | | | | | | $ | 9 | | | | | $ | — | | | | | $ | 95,774 | | | | | $ | (1,971) | | | | | $ | (5,056) | | | | | $ | 5,665 | | | | | $ | 94,421 | |

See [Notes to the Consolidated Financial Statements](#i59863b37127344c7ba6c6c09951174ce_97)

| Depreciation and amortization | | | | | | 3,972 | | | | | | 3,400 | | | | | | 3,103 | | |

See [Notes to the Consolidated Financial Statements](#i59863b37127344c7ba6c6c09951174ce_97)

Equity investments are measured at fair value, with certain exceptions where the Company has elected to measure investments with unobservable inputs at cost, subject to fair value adjustments upon an impairment or a transaction of the same or similar security.

| (in millions) | | | | | | 2023 | | | | | | 2022 | | |

| Distributions | | | | | | (144) | | | | | | (82) | | |

| December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Corporate obligations | | | | | | 23,136 | | | | | | 67 | | | | | | (1,186) | | | | | | 22,017 | | |

| Total debt securities | | | | | | $ | 48,054 | | | | | $ | 135 | | | | | $ | (2,698) | | | | | $ | 45,491 | |

| Due in one year or less | | | | | | $ | 4,286 | | | | | $ | 4,260 | | | | | $ | 313 | | | | | $ | 310 | |

| Total debt securities | | | | | | $ | 47,451 | | | | | $ | 44,895 | | | | | $ | 603 | | | | | $ | 596 | |

| December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| U.S. government and agency obligations | | | | | | $ | 1,270 | | | | | $ | (7) | | | | | $ | 2,077 | | | | | $ | (227) | | | | | $ | 3,347 | | | | | $ | (234) | |

| Corporate obligations | | | | | | 1,826 | | | | | | (17) | | | | | | 14,696 | | | | | | (1,169) | | | | | | 16,522 | | | | | | (1,186) | | |

| December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | | | | | | $ | 25,345 | | | | | $ | 82 | | | | | $ | — | | | | | $ | 25,427 | |

| Corporate obligations | | | | | | 15 | | | | | | 21,800 | | | | | | 202 | | | | | | 22,017 | | |

| Equity securities | | | | | | 2,468 | | | | | | 16 | | | | | | 69 | | | | | | 2,553 | | |

| Assets under management | | | | | | 1,505 | | | | | | 2,140 | | | | | | 110 | | | | | | 3,755 | | |

| Total assets at fair value | | | | | | $ | 33,500 | | | | | $ | 42,749 | | | | | $ | 381 | | | | | $ | 76,630 | |

| December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Debt securities - held-to-maturity | | | | | | $ | 524 | | | | | $ | 72 | | | | | $ | — | | | | | $ | 596 | | | | | $ | 603 | |

| Acquisitions | | | | | | 296 | | | | | | 8,023 | | | | | | 1,802 | | | | | | — | | | | | | 10,121 | | |

| Balance at December 31, 2023 | | | | | | $ | 27,878 | | | | | $ | 37,079 | | | | | $ | 19,307 | | | | | $ | 19,468 | | | | | $ | 103,732 | |

| | | | | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | |

| Total acquired indefinite-lived - operating licenses and certificates, trademarks and other | | | | | | 1,427 | | | | | | | | | | | | 53 | | | | | | | | |

| Total acquired intangible assets | | | | | | $ | 2,174 | | | | | | | | | | | $ | 5,814 | | | | | | | |

| 2024 | | | | | | $ | 1,609 | |

| 2025 | | | | | | 1,480 | | |

| [1. Description of Business](#i6b660947fab7488cb4d33baca2cb3a37_103) | | | [42](#i6b660947fab7488cb4d33baca2cb3a37_103) | | |

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

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

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

These estimates are referred to as incurred but not reported (IBNR) claim liabilities.

At December 31, 2022, the Company’s IBNR balance was $20 billion.

| February 24, 2023 | | |

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

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

| Balance at January 1, 2020 | | | | | | 948 | | | | | | $ | 9 | | | | | $ | 7 | | | | | $ | 61,178 | | | | | $ | 589 | | | | | $ | (4,167) | | | | | $ | 2,820 | | | | | $ | 60,436 | |

| Adjustment to adopt ASU 2016-13 | | | | | | | | | | | | | | | | | | | | | | | | (28) | | | | | | | | | | | | | | | | | | | | | | | | (28) | | |

| Net earnings | | | | | | | | | | | | | | | | | | | | | | | | 15,403 | | | | | | | | | | | | | | | | | | 254 | | | | | | 15,657 | | |

| Other comprehensive income (loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 747 | | | | | | (983) | | | | | | | | | | | | (236) | | |

Securities downgraded below policy minimums after purchase will be disposed of in accordance with the Company’s investment policy.

As of December 31, 2022 and 2021, the Company’s Medicare Part D receivables amounted to $1.3 billion and $3.4 billion, respectively.

| Distributions | | | | | | (82) | | | | | | (255) | | |

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

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

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

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

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

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

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

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

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

| U.S. government and agency obligations | | | | | | 3,017 | | | | | | 181 | | | | | | — | | | | | | 3,198 | | |

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

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

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

| Total assets at fair value | | | | | | $ | 28,478 | | | | | $ | 39,357 | | | | | $ | 383 | | | | | $ | 68,218 | |

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

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

| Balance at January 1, 2021 | | | | | | $ | 27,785 | | | | | $ | 19,844 | | | | | $ | 8,173 | | | | | $ | 15,535 | | | | | $ | 71,337 | |

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

| 2023 | | | | | | $ | 1,562 | |

| 2024 | | | | | | 1,478 | | |

| 2025 | | | | | | 1,360 | | |

| 2026 | | | | | | 1,206 | | |

| 2027 | | | | | | 1,154 | | |

Additionally, prior years’ medical cost reserve development in the year ended December 31, 2021 was driven by care patterns disrupted by COVID-19.

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: 2022.][added: 2023.]

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: 2022.][added: 2023.]

There have been no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2022] [added: 2023] 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: 2022][added: 2023]

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on our assessment and the COSO criteria, we believe that, as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] as stated in the [Report of Independent Registered Public Accounting [removed: Firm](#i6b660947fab7488cb4d33baca2cb3a37_229),] [added: Firm](#i59863b37127344c7ba6c6c09951174ce_220),] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] of the Company and our report dated February [removed: 24, 2023,] [added: 28, 2024,] 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: 2022.][added: 2023.]

| February 28, 2024 | | |

| February 24, 2023 | | |

Trading Arrangements

During the quarter ended December 31, 2023, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or under any non-Rule 10b5-1 trading arrangement.

None.

The following sets forth certain information regarding our directors as of February [removed: 24, 2023,] [added: 28, 2024,] including their name and principal occupation or employment:

| [added: Former] Vice President and Business Finance Officer Alphabet Inc. | | | | | | Former Chief Executive Officer and President Mayo Clinic | | |

| [removed: Michele Hooper] [added: Charles Baker] | | | | | | [added: Michele Hooper] | | |

| [added: President National Collegiate Athletic Association | | | | | |] Lead Independent Director UnitedHealth Group President and Chief Executive Officer The Directors’ Council | | | [removed: | | | | | |]

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](#i6b660947fab7488cb4d33baca2cb3a37_13)] [added: 1](#i59863b37127344c7ba6c6c09951174ce_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.”](#i6b660947fab7488cb4d33baca2cb3a37_13)] [added: “Business.”](#i59863b37127344c7ba6c6c09951174ce_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: 2023] [added: 2024] Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

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: 2023] [added: 2024] 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: 2022,] [added: 2023,] concerning shares of common stock authorized for issuance under all of our equity compensation plans:

| Equity compensation plans approved by shareholders (1) | | | | | | [removed: 23] [added: 21] | | | | | | $ | [removed: 279] [added: 320] | | | | | [removed: 77] [added: 70] | | | (3) | | |

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

(2)Excludes [removed: 459,000] [added: 191,000] shares underlying stock options assumed by us in connection with acquisitions.

These options have a weighted-average exercise price of [removed: $358] [added: $356] and an average remaining term of approximately [removed: 4] [added: 3] years.

(3)Includes [removed: 18] [added: 17] million shares of common stock available for future issuance under the [removed: 1993 Employee Stock Purchase Plan] [added: ESPP] as of December 31, [removed: 2022,] [added: 2023,] and [removed: 59] [added: 53] million shares available under the 2020 Stock Incentive Plan as of December 31, [removed: 2022.][added: 2023.]

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: 2023] [added: 2024] Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

| Total (2) | | | | | | 21 | | | | | | $ | 320 | | | | | 70 | | | | | |

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

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: 2023] [added: 2024] 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: 2023] [added: 2024] Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

- [Reports of Independent Registered Public Accounting [removed: Firm.](#i6b660947fab7488cb4d33baca2cb3a37_76)][added: Firm.](#i59863b37127344c7ba6c6c09951174ce_76)]

- [Consolidated Balance Sheets as of December 31, [removed: 202](#i6b660947fab7488cb4d33baca2cb3a37_79)[2](#i6b660947fab7488cb4d33baca2cb3a37_79)] [added: 202](#i59863b37127344c7ba6c6c09951174ce_79)[3](#i59863b37127344c7ba6c6c09951174ce_79)] [and [removed: 202](#i6b660947fab7488cb4d33baca2cb3a37_79)[1](#i6b660947fab7488cb4d33baca2cb3a37_79)[.](#i6b660947fab7488cb4d33baca2cb3a37_79)][added: 202](#i59863b37127344c7ba6c6c09951174ce_79)[2](#i59863b37127344c7ba6c6c09951174ce_79)[.](#i59863b37127344c7ba6c6c09951174ce_79)]

- [Consolidated Statements of Operations for the years ended December 31, [removed: 202](#i6b660947fab7488cb4d33baca2cb3a37_85)[2](#i6b660947fab7488cb4d33baca2cb3a37_85)[, 202](#i6b660947fab7488cb4d33baca2cb3a37_85)[1](#i6b660947fab7488cb4d33baca2cb3a37_85)[,] [added: 202](#i59863b37127344c7ba6c6c09951174ce_85)[3](#i59863b37127344c7ba6c6c09951174ce_85)[, 202](#i59863b37127344c7ba6c6c09951174ce_85)[2](#i59863b37127344c7ba6c6c09951174ce_85)[,] and [removed: 20](#i6b660947fab7488cb4d33baca2cb3a37_85)[20](#i6b660947fab7488cb4d33baca2cb3a37_85)[.](#i6b660947fab7488cb4d33baca2cb3a37_85)][added: 202](#i59863b37127344c7ba6c6c09951174ce_85)[1](#i59863b37127344c7ba6c6c09951174ce_85)[.](#i59863b37127344c7ba6c6c09951174ce_85)]

- [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 202](#i6b660947fab7488cb4d33baca2cb3a37_88)[2](#i6b660947fab7488cb4d33baca2cb3a37_88)[, 202](#i6b660947fab7488cb4d33baca2cb3a37_88)[1](#i6b660947fab7488cb4d33baca2cb3a37_88)[,] [added: 202](#i59863b37127344c7ba6c6c09951174ce_88)[3](#i59863b37127344c7ba6c6c09951174ce_88)[, 202](#i59863b37127344c7ba6c6c09951174ce_88)[2](#i59863b37127344c7ba6c6c09951174ce_88)[,] and [removed: 20](#i6b660947fab7488cb4d33baca2cb3a37_88)[20](#i6b660947fab7488cb4d33baca2cb3a37_88)[.](#i6b660947fab7488cb4d33baca2cb3a37_88)][added: 202](#i59863b37127344c7ba6c6c09951174ce_88)[1](#i59863b37127344c7ba6c6c09951174ce_88)[.](#i59863b37127344c7ba6c6c09951174ce_88)]

- [Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 202](#i6b660947fab7488cb4d33baca2cb3a37_91)[2](#i6b660947fab7488cb4d33baca2cb3a37_91)[, 202](#i6b660947fab7488cb4d33baca2cb3a37_91)[1](#i6b660947fab7488cb4d33baca2cb3a37_91)[,] [added: 202](#i59863b37127344c7ba6c6c09951174ce_91)[3](#i59863b37127344c7ba6c6c09951174ce_91)[, 202](#i59863b37127344c7ba6c6c09951174ce_91)[2](#i59863b37127344c7ba6c6c09951174ce_91)[,] and [removed: 20](#i6b660947fab7488cb4d33baca2cb3a37_91)[20](#i6b660947fab7488cb4d33baca2cb3a37_91)[.](#i6b660947fab7488cb4d33baca2cb3a37_91)][added: 202](#i59863b37127344c7ba6c6c09951174ce_91)[1](#i59863b37127344c7ba6c6c09951174ce_91)[.](#i59863b37127344c7ba6c6c09951174ce_91)]

- [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 202](#i6b660947fab7488cb4d33baca2cb3a37_97)[2](#i6b660947fab7488cb4d33baca2cb3a37_97)[, 202](#i6b660947fab7488cb4d33baca2cb3a37_97)[1](#i6b660947fab7488cb4d33baca2cb3a37_97)[,] [added: 202](#i59863b37127344c7ba6c6c09951174ce_94)[3](#i59863b37127344c7ba6c6c09951174ce_94)[, 202](#i59863b37127344c7ba6c6c09951174ce_94)[2](#i59863b37127344c7ba6c6c09951174ce_94)[,] and [removed: 20](#i6b660947fab7488cb4d33baca2cb3a37_97)[20](#i6b660947fab7488cb4d33baca2cb3a37_97)[.](#i6b660947fab7488cb4d33baca2cb3a37_97)][added: 202](#i59863b37127344c7ba6c6c09951174ce_94)[1](#i59863b37127344c7ba6c6c09951174ce_94)[.](#i59863b37127344c7ba6c6c09951174ce_94)]

- [Notes to the Consolidated Financial [removed: Statements.](#i6b660947fab7488cb4d33baca2cb3a37_100)][added: Statements.](#i59863b37127344c7ba6c6c09951174ce_97)]

- [Schedule I - Condensed Financial Information of Registrant (Parent Company [removed: Only).](#i6b660947fab7488cb4d33baca2cb3a37_262)][added: Only).](#i59863b37127344c7ba6c6c09951174ce_253)]

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/731766/0001045969-99-000009.txt)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/731766/000119312508018563/dex41.htm)] | | | | | | [removed: [Senior Indenture,] [added: [Indenture,] dated as of [removed: November 15, 1998,] [added: February 4, 2008,] between [removed: United HealthCare Corporation] [added: UnitedHealth Group Incorporated] and [removed: The] [added: U.S.] Bank [removed: of New York] [added: National Association] (incorporated by reference to Exhibit 4.1 to [removed: UnitedHealth Group Incorporated’s] [added: the Company’s] Registration Statement on Form [removed: S-3/A,] [added: S-3,] SEC File Number [removed: 333-66013,] [added: 333-149031,] filed on [removed: January 11, 1999)](http://www.sec.gov/Archives/edgar/data/731766/0001045969-99-000009.txt)] [added: February 4, 2008)](https://www.sec.gov/Archives/edgar/data/731766/000119312508018563/dex41.htm)] | | |

| [removed: [4.4](http://www.sec.gov/Archives/edgar/data/731766/000119312508018563/dex41.htm)] [added: *[10.1](http://www.sec.gov/Archives/edgar/data/731766/000073176620000029/exhibit41.htm)] | | | | | | [removed: [Indenture, dated as of February 4, 2008, between UnitedHealth] [added: [UnitedHealth] Group [removed: Incorporated and U.S. Bank National Association] [added: 2020 Stock Incentive Plan] (incorporated by reference to Exhibit 4.1 to [removed: UnitedHealth Group Incorporated’s] [added: the Company’s] Registration Statement on Form [removed: S-3,] [added: S-8,] SEC File Number [removed: 333-149031,] [added: 333-238854,] filed on [removed: February 4, 2008)](http://www.sec.gov/Archives/edgar/data/731766/000119312508018563/dex41.htm)] [added: 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: [4.5](http://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex4512312019.htm)] [added: [4.4](http://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex4512312019.htm)] | | | | | | [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)](http://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex4512312019.htm) | | |

| [removed: *[10.1](http://www.sec.gov/Archives/edgar/data/731766/000073176620000029/exhibit41.htm)] [added: *[10.36](https://www.sec.gov/Archives/edgar/data/731766/000110465922105262/tm2226855d1_ex4-3.htm)] | | | | | | [removed: [UnitedHealth Group 2020 Stock] [added: [Change Healthcare Inc. 2019 Omnibus] Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/731766/000073176620000029/exhibit41.htm) [](http://www.sec.gov/Archives/edgar/data/731766/000073176620000029/exhibit41.htm)[(incorporated] [added: Plan (incorporated] by reference to Exhibit [removed: 4.1] [added: 4.3] to [removed: the Company’s] [added: UnitedHealth Group Incorporated’s] Registration Statement on Form S-8, SEC File Number [removed: 333-238854,] [added: 333-267716,] filed on [removed: 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)] [added: October 3, 2022)](https://www.sec.gov/Archives/edgar/data/731766/000110465922105262/tm2226855d1_ex4-3.htm)] | | |

| [removed: *[10.2](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10212312022.htm)] [added: *[10.2](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10212312023.htm)] | | | | | | [Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan [removed: (2023 Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10212312022.htm)] [added: (2024 Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10212312023.htm)] | | |

| [removed: *[10.3](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10312312022.htm)] [added: *[10.3](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10312312023.htm)] | | | | | | [Form of Agreement for Nonqualified Stock Option Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan [removed: (2023 Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10312312022.htm)] [added: (2024 Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10312312023.htm)] | | |

| [removed: *[10.4](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex104123122.htm)] [added: *[10.4](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10412312023.htm)] | | | | | | [Form of Agreement for Performance-Based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan [removed: (2023 Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex104123122.htm)] [added: (2024 Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10412312023.htm)] | | |

| [removed: *[10.5](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10512312022.htm)] [added: *[10.5](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10512312023.htm)] | | | | | | [Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) [removed: (2023 Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10512312022.htm)] [added: (2024 Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10512312023.htm)] | | |

| [removed: *[10.6](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10612312022.htm)] [added: *[10.6](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10612312023.htm)] | | | | | | [Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) [removed: (2023 Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10612312022.htm)] [added: (2024 Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10612312023.htm)] | | |

| [removed: *[10.7](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10712312022.htm)] [added: *[10.7](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10712312023.htm)] | | | | | | [Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) [removed: (2023 Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10712312022.htm)] [added: (2024 Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10712312023.htm)] | | |

| [removed: *[10.8](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm)] [added: *[10.17](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm)] | | | | | | [Form of [removed: Agree](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm)[ment] [added: Agreement] for Restricted Stock Unit Award to Executives under UnitedHealth Group [removed: Incorporated](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm)[’](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm)[s] [added: Incorporated’s] 2020 Stock [removed: Incent](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm)[ive] [added: Incentive] Plan [removed: (i](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm)[ncorporated] [added: (incorporated] by reference to Exhibit 10.2 to [removed: UnitedHeal](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm)[th] [added: UnitedHealth] Group [removed: 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] [added: Incorporated’s] Annual [removed: R](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm)[eport] [added: Report] on Form 10-K for the year ended December 31, 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm) | | |

| [removed: *[10.9](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm)] [added: *[10.18](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm)] | | | | | | [Form of Agreement for [removed: 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] [added: Nonqualified Stock] Option Award to Executives under UnitedHealth [removed: 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] [added: Group](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm) [](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm)[Incorporated’s] 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to UnitedHealth [removed: 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] [added: Group Incorporated’s] Annual [removed: Re](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm)[port] [added: Report] on [removed: Form](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm) [10-K] [added: Form 10-K] for the year ended December 31, 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm) | | |

| [removed: *[10.10](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex104123121.htm)] [added: *[10.19](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex104123121.htm)] | | | | | | [Form of Agreement for Performance-Based Restricted Stock Unit [removed: 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] [added: Award to Executives] under UnitedHealth Group [removed: Incorporated](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex104123121.htm)[’](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex104123121.htm)[s] [added: Incorporated’s] 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to UnitedHealth Group [removed: Incorporated](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex104123121.htm)[’](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex104123121.htm)[s] [added: Incorporated’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: *[10.11](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10512312021.htm)] [added: *[10.20](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10512312021.htm)] | | | | | | [Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (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: *[10.12](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10612312021.htm)] [added: *[10.21](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10612312021.htm)] | | | | | | [Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (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: *[10.13](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10712312021.htm)] [added: *[10.22](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10712312021.htm)] | | | | | | [Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (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)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10712312021.htm) | | |

| [removed: *[10.14](https://www.sec.gov/Archives/edgar/data/731766/000073176619000005/unhex10112312018.htm)] [added: *[10.23](https://www.sec.gov/Archives/edgar/data/731766/000073176619000005/unhex10112312018.htm)] | | | | | | [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)](https://www.sec.gov/Archives/edgar/data/731766/000073176619000005/unhex10112312018.htm) | | |

| [removed: *[10.15](https://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1049302015.htm)] [added: *[10.24](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) | | |

| [removed: *[10.16](https://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1059302015.htm)] [added: *[10.25](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) | | |

| [removed: *[10.17](https://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1069302015.htm)] [added: *[10.26](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) | | |

| [removed: *[10.18](https://www.sec.gov/Archives/edgar/data/731766/000119312511153414/dex106.htm)] [added: *[10.27](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) | | |

| [removed: *[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)] [added: *[10.28](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](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1011.htm) [Plan] [added: Incentive Plan] (incorporated by reference to Exhibit 10.11 to UnitedHealth Group [removed: Incorporated](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1011.htm)[’](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1011.htm)[s] [added: Incorporated’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.](http://www.sec.gov/Archives/edgar/data/731766/000073176615000028/exhibit101.htm)[20](http://www.sec.gov/Archives/edgar/data/731766/000073176615000028/exhibit101.htm)] [added: *[10.29](https://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, [removed: 2015)](http://www.sec.gov/Archives/edgar/data/731766/000073176615000028/exhibit101.htm)] [added: 2015)](https://www.sec.gov/Archives/edgar/data/731766/000073176615000028/exhibit101.htm)] | | |

| [removed: *[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)] [added: *[10.34](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex103012312022.htm)] | | | | | | [removed: [Amended and Restated UnitedHealth] [added: [UnitedHealth] Group [removed: Incorporated Executive Incentive] [added: Directors’ Compensation Deferral] Plan [removed: (2009 Statement), effective as of December 31, 2008] [added: (2023 Statement)] (incorporated by reference to Exhibit [removed: 10.12] [added: 10.30] 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/dex1012.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex103012312022.htm)] | | |

| [removed: *[10.](http://www.sec.gov/Archives/edgar/data/731766/000119312509025587/dex1013.htm)[22](http://www.sec.gov/Archives/edgar/data/731766/000119312509025587/dex1013.htm)] [added: *[10.30](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex103012312023.htm)] | | | | | | [Amended and Restated UnitedHealth Group Incorporated 2008 Executive Incentive Plan, effective as of December 31, [removed: 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)] [added: 2023](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex103012312023.htm)] | | |

| [removed: *[10.](http://www.sec.gov/Archives/edgar/data/731766/000073176613000005/unhex10111231201210k.htm)[23](http://www.sec.gov/Archives/edgar/data/731766/000073176613000005/unhex10111231201210k.htm)] [added: *[10.32](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex102812312022.htm)] | | | | | | [removed: [Amendment,] [added: [Executive Long-Term Disability Program,] dated as of [removed: December 21, 2012, of Amended and Restated UnitedHealth Group Incorporated 2008 Executive Incentive Plan] [added: January 1, 2021] (incorporated by reference to Exhibit [removed: 10.11] [added: 10.28] to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, [removed: 2012)](http://www.sec.gov/Archives/edgar/data/731766/000073176613000005/unhex10111231201210k.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex102812312022.htm)] | | |

| [removed: *[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)] [added: *[10.11](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10212312022.htm)] | | | | | | [removed: [UnitedHealth] [added: [Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth] Group [removed: Executive Savings] [added: Incorporated’s 2020 Stock Incentive] Plan [removed: (2021 Statement)] [added: (2023 Version)] (incorporated by reference to Exhibit [removed: 10.11] [added: 10.2] 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/unhex101112312020.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10212312022.htm)] | | |

| [removed: *[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)] [added: *[10.31](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex103112312023.htm)] | | | | | | [removed: [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] [added: [UnitedHealth Group] Executive Savings Plan [removed: (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)] [added: (2024 Statement)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex103112312023.htm)] | | |

| [removed: *[10.](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex102912312022.htm)[29](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex102912312022.htm)] [added: *[10.33](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex102912312022.htm)] | | | | | | [Summary of Non-Management Director Compensation, effective as of [removed: October](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex102912312022.htm) [1, 2022](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex102912312022.htm)] [added: October 1, 2022 (incorporated by reference to Exhibit 10.29 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex102912312022.htm)] | | |

| [removed: *[10.](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex103112312022.htm)[3](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex103112312022.htm)[1](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex103112312022.htm)] [added: *[10.35](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex103112312022.htm)] | | | | | | [removed: [Avery](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex103112312022.htm) [Parent] [added: [Avery Parent] Holdings, Inc. 2020 Stock Option and Grant [removed: Plan](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex103112312022.htm)] [added: Plan (incorporated by reference to Exhibit 10.31 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex103112312022.htm)] | | |

| [removed: *[10.](https://www.sec.gov/Archives/edgar/data/731766/000110465922105262/tm2226855d1_ex4-3.htm)[3](https://www.sec.gov/Archives/edgar/data/731766/000110465922105262/tm2226855d1_ex4-3.htm)[2](https://www.sec.gov/Archives/edgar/data/731766/000110465922105262/tm2226855d1_ex4-3.htm)] [added: *[10.37](https://www.sec.gov/Archives/edgar/data/731766/000110465922105262/tm2226855d1_ex4-4.htm)] | | | | | | [removed: [C](https://www.sec.gov/Archives/edgar/data/731766/000110465922105262/tm2226855d1_ex4-3.htm)[hange Healthcare] [added: [Amended and Restated HCIT Holdings,] Inc. [removed: 2019 Omnibus] [added: 2009 Equity] Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/731766/000110465922105262/tm2226855d1_ex4-3.htm) [](https://www.sec.gov/Archives/edgar/data/731766/000110465922105262/tm2226855d1_ex4-3.htm)[(incorporated] [added: Plan (incorporated] by reference to Exhibit [removed: 4.3] [added: 4.4] to UnitedHealth Group Incorporated’s Registration Statement on Form S-8, SEC File Number 333-267716, filed on October 3, [removed: 2022)](https://www.sec.gov/Archives/edgar/data/731766/000110465922105262/tm2226855d1_ex4-3.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/731766/000110465922105262/tm2226855d1_ex4-4.htm)] | | |

| [removed: *[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)] [added: *[10.38](https://www.sec.gov/Archives/edgar/data/731766/000119312517044357/d314258dex44.htm)] | | | | | | [removed: [Amended and Restated HCIT Holdings,] [added: [Audax Health Solutions,] Inc. [removed: 2009] [added: 2010] Equity Incentive [removed: Plan] [added: 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: 333-267716,] [added: 333-205826,] filed on [removed: 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)] [added: February 15, 2017)](https://www.sec.gov/Archives/edgar/data/731766/000119312517044357/d314258dex44.htm)] | | |

| [4.1](https://www.sec.gov/Archives/edgar/data/731766/000119312523127633/d485677dex41.htm) | | | | | | [Amended and Restated Indenture, dated as of April 27, 2023, between UnitedHealth Group Incorporated and Wilmington Trust Company, as successor trustee (incorporated by reference to Exhibit 4.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on April 28, 2023)](https://www.sec.gov/Archives/edgar/data/731766/000119312523127633/d485677dex41.htm) | | |

| [4.3](https://www.sec.gov/Archives/edgar/data/731766/000119312523113025/d499160dex41.htm) | | | | | | [Supplemental Indenture, dated as of April 18, 2023, between UnitedHealth Group Incorporated and U.S. Bank Trust Company, National Association, as trustee, relating to the 6.875% Senior Notes due 2038 (incorporated by reference to Exhibit 4.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on April 24, 2023)](https://www.sec.gov/Archives/edgar/data/731766/000119312523113025/d499160dex41.htm) | | |

| *[10.8](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10812312023.htm) | | | | | | [Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Bondy) (2024 Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10812312023.htm) | | |

| *[10.9](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10912312023.htm) | | | | | | [Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Bondy) (2024 Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10912312023.htm) | | |

| *[10.10](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex101012312023.htm) | | | | | | [Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Bondy) (2024 Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex101012312023.htm) | | |

| *[10.12](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 Plan (2023 Version) (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10312312022.htm) | | |

| *[10.13](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 Plan (2023 Version) (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex104123122.htm) | | |

| *[10.14](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 (Witty) (2023 Version) (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10512312022.htm) | | |

| *[10.15](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 (Witty) (2023 Version) (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10612312022.htm) | | |

| *[10.16](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 (Witty) (2023 Version) (incorporated by reference to Exhibit 10.7 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10712312022.htm) | | |

| [97.1](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex97112312023.htm) | | | | | | [UnitedHealth Group Dodd-Frank Clawback Policy, effective December 1, 2023](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex97112312023.htm) | | |

| February 28, 2024 | | |

See [Notes to the Condensed Financial Statements of Registrant](#i59863b37127344c7ba6c6c09951174ce_256)

| (in millions) | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Other, net | | | | | | 286 | | | | | | — | | | | | | — | | |

See [Notes to the Condensed Financial Statements of Registrant](#i59863b37127344c7ba6c6c09951174ce_256)

| 2024 | | | | | | $ | 4,088 | |

| 2028 | | | | | | 3,000 | | |

| Thereafter | | | | | | 47,002 | | |

| [4.2](http://www.sec.gov/Archives/edgar/data/731766/000091205701539251/a2063056zex-4_1.htm) | | | | | | [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)](http://www.sec.gov/Archives/edgar/data/731766/000091205701539251/a2063056zex-4_1.htm) | | |

| [4.3](http://www.sec.gov/Archives/edgar/data/731766/000119312507171261/dex43.htm) | | | | | | [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)](http://www.sec.gov/Archives/edgar/data/731766/000119312507171261/dex43.htm) | | |