What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-15 compared with 2021-03-01 · 91 added, 57 removed, 283 unchanged (34% of the section changed)

24 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, 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, 2020, of the Company and our report dated March 1, 2021, expressed an unqualified opinion on those financial statements.

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, 2021, of the Company and our report dated February 15, 2022, expressed an unqualified opinion on those financial statements.

Basis for Opinion

16 unchanged sentences

Minneapolis, Minnesota

March 1, 2021

February 15, 2022

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

DIRECTORS OF THE REGISTRANT

The following sets forth certain information regarding our directors as of March 1, 2021, including their name and principal occupation or employment:

Burke Valerie Montgomery Rice, M.D.

Lead Independent Director

UnitedHealth Group

President and Dean

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

William McNabb III

Chief Executive Officer and Chair

Senior Connect Acquisition Corp.

Former Chairman and Chief Executive Officer

The Vanguard Group, Inc.

Flynn Valerie C.

Montgomery Rice, M.D.

Retired Chair

KPMG International President and Chief Executive Officer

Morehouse School of Medicine

Flynn John H.

R Garcia John H.

Noseworthy, M.D.

Retired Chair

KPMG International Former Chief Executive Officer and President

Hemsley Glenn M.

UnitedHealth Group Former Chairman and Chief Executive Officer

The Progressive Corporation

Hooper Gail R.

Retired Chair and Chief Executive Officer

Global Payments Inc.

Former Chief Executive Officer and President

Hemsley Gail R.

Wilensky, Ph.D.

UnitedHealth Group Senior Fellow

Hooper Andrew P.

Lead Independent Director

UnitedHealth Group

President and Chief Executive Officer

The Directors’ Council Senior Fellow

William McNabb III Andrew P.

Former Chairman and Chief Executive Officer

The Vanguard Group, Inc.

Chief Executive Officer

The Directors’ Council Chief Executive Officer

UnitedHealth Group

Pursuant to General Instruction G(3) to Form 10-K and the Instruction to Item 401 of Regulation S-K, information regarding our executive officers is provided in Part I, Item 1 under the caption “Executive Officers of the Registrant.”

We have adopted a code of ethics applicable to our principal executive officer and other senior financial officers, who include our principal financial officer, principal accounting officer, controller and persons performing similar functions.

5 unchanged sentences

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 2022 Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Equity Compensation Plan Information

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

Plan category (a)

Number of securities

to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities

remaining available for

future issuance under

equity compensation plans (excluding securities reflected in column (a))

(in millions) (in millions)

Equity compensation plans approved by shareholders (1)

25 $ 241 82 (3)

Equity compensation plans not approved by shareholders (2)

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

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

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

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

No future awards will be granted under these acquired plans.

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

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

The information required by 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 2022 Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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 2022 Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

PRINCIPAL ACCOUNTING FEES AND SERVICES

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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 2022 Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

26 unchanged sentences

UnitedHealth Group 2020 Stock Incentive Plan (incorporated by UnitedHealth Group 2020 Stock Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8, SEC File Number 333-238854, filed on June 1, 2020)

Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 20 20 Stock Incentive Plan (incorporated by reference to Exhibit 10.

2 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 30, 20 20 )

Form of Agreement for Non q ualified Stock Option Award to E xecutives under UnitedHealth Group Incorporated’s 20 20 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10- Q for the quarter ended June 3 0 , 20 20 )

Form of Agreement for Performance- Based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 20 20 Stock Incentive Plan (incorporated by reference to Exhibit 10.

4 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10- Q for the quarter ended June 3 0 , 20 20 )

Form of Agreement for Deferred Stock Unit Award to Non-Employee Directors under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020)

Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan

Form of Agreement for Nonqualified Stock Option Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan

Form of Agreement for Performance-Based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan

Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty)

Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty)

Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty)

Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Short)

Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Short)

Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Short)

Form of Agreement for Deferred Stock Unit Award to Non-Employee Directors under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on July 1, 2015)

3 unchanged sentences

Second Amendment, dated as of November 5, 2015, of Amended and Restated UnitedHealth Group Incorporated 2008 Executive Incentive Plan (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015)

UnitedHealth Group Executive Savings Plan (2021 Statement)

Summary of Non-Management Director Compensation, effective as of September 1, 2020

UnitedHealth Group Executive Savings Plan (202 1 Statement) (incorporated by reference to Exhibit 10.11 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2020)

Summary of Non-Management Director Compensation, effective as of September 1, 2020 (incorporated by reference to Exhibit 10.12 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2020)

UnitedHealth Group Directors’ Compensation Deferral Plan (2009 Statement) (incorporated by reference to Exhibit 10.18 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2008)

27 unchanged sentences

and John Rex (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016)

Amended and Restated Employment Agreement, dated February 3, 2021 between the Company and Andrew P.

Witty (incorporated by reference to Exhibit 5.02 to UnitedHealth Group Incorporated’s Current Report on Form8-K filed on February 8 , 2021)

Amended and Restate d Employment Agreement, dated February 3 , 20 21 , between the Company and Andrew P Witty (incorporated by reference to Exhibit 5.02 to UnitedHealth Group Incorporated’s Current Report on Form 8 -K filed on Februa ry 8 , 2021 )

Amended and Restated Employment Agreement, effective as of March 16, 2015, between United HealthCare Services, Inc.

4 unchanged sentences

and Dirk McMahon (incorporated by reference to Exhibit 10.46 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2019)

Employment Agreement, effective as of October 31, 2019, between United HealthCare Services, Inc.

and Patricia Lewis

11.1 Statement regarding computation of per share earnings (incorporated by reference to the information contained under the heading “ Net Earnings Per Common Share ” in Note 2 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements”)

Amended and Restated Employment Agreement, effective as of February 12, 2018, between United HealthCare Services, Inc.

Employment Agreement, effective as of January 1, 2013, between United HealthCare Services, Inc.

and Marianne D.

Short (incorporated by reference to Exhibit 10.34 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2013)

Amendment to Employment Agreement, effective as of June 5, 2018, between United HealthCare Services, Inc.

and Marianne D.

Subsidiaries of UnitedHealth Group Incorporated

19 unchanged sentences

Opinion on the Financial Statement Schedule

We have audited the consolidated financial statements of UnitedHealth Group Incorporated and Subsidiaries (the “Company”) as of December 31, 2020 and 2019, and for each of the three years in the period ended December 31, 2020, and the Company’s internal control over financial reporting as of December 31, 2020, and have issued our reports thereon dated March 1, 2021;

We have audited the consolidated financial statements of UnitedHealth Group Incorporated and Subsidiaries (the “Company”) as of December 31, 2021 and 2020, and for each of the three years in the period ended December 31, 2021, and the Company’s internal control over financial reporting as of December 31, 2021, and have issued our reports thereon dated February 15, 2022;

such reports are included elsewhere in this Form 10-K.

5 unchanged sentences

Minneapolis, Minnesota

March 1, 2021

February 15, 2022

Condensed Financial Information of Registrant

19 unchanged sentences

Long-term debt, less current maturities 41,623 37,815

Long-term notes payable to subsidiaries — 1,314

Other liabilities 187 655

53 unchanged sentences

Cash dividends paid ( 5,280 ) ( 4,584 ) ( 3,932 )

Proceeds from (repayments of) short-term borrowings, net 872 300 ( 201 )

(Repayments of) proceeds from short-term borrowings, net ( 1,302 ) 872 300

Proceeds from issuance of long-term debt 6,933 4,864 5,444

Repayments of long-term debt ( 3,150 ) ( 3,150 ) ( 1,750 )

Proceeds (repayments) of notes from subsidiaries 2,818 1,207 ( 1,127 )

Proceeds from notes from subsidiaries 3,223 2,818 1,207

Other, net ( 447 ) ( 438 ) ( 535 )

14 unchanged sentences

The accounting policies for the registrant are the same as those described in Note 2 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements.

and Supplementary Data .

Subsidiary Transactions

5 unchanged sentences

Short-Term Borrowings and Long-Term Debt

Discussion of short-term borrowings and long-term debt can be found in Note 8 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements .” Long-term debt obligations of the parent company do not include other financing obligations at subsidiaries which totaled $ 1.2 billion at December 31, 2020 and 2019.

Discussion of short-term borrowings and long-term debt can be found in Note 8 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data .” Long-term debt obligations of the parent company do not include other financing obligations at subsidiaries which totaled $ 1.4 billion and $ 1.2 billion at December 31, 2021 and 2020.

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

1 unchanged sentence

Thereafter 32,677

UnitedHealth Group’s parent company had notes payable to subsidiaries of $ 4.9 billion as of December 31, 2020, which included on-demand features.

UnitedHealth Group’s parent company had notes payable to subsidiaries of $ 8.1 billion and $ 4.9 billion as of December 31, 2021 and 2020, respectively, which included on-demand features.

Commitments and Contingencies

3 unchanged sentences

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

and Supplementary Data ”

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 1, 2021

February 15, 2022

UNITEDHEALTH GROUP INCORPORATED

By /s/ ANDREW P.

By /s/ A NDREW P.

Chief Executive Officer

3 unchanged sentences

Director and Chief Executive Officer

(principal executive officer) March 1, 2021

(principal executive officer) February 15, 2022

Executive Vice President and Chief Financial Officer

(principal financial officer) March 1, 2021

(principal financial officer) February 15, 2022

/s/ T HOMAS E.

1 unchanged sentence

Chief Accounting Officer

(principal accounting officer) March 1, 2021

* Director March 1, 2021

(principal accounting officer) February 15, 2022

* Director February 15, 2022

William McNabb III

* Director March 1, 2021

* Director February 15, 2022

Montgomery Rice, M.D.

* Director March 1, 2021

* Director February 15, 2022

Noseworthy, M.D.

* Director March 1, 2021

* Director February 15, 2022

Wilensky, Ph.D.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures