What changed in this filing

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Item 1. Business

2023-02-24 compared with 2022-02-15 · 99 added, 162 removed, 231 unchanged (53% of the section changed)

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

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

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

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

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

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

We have four reportable segments:

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• Optum Insight;

• UnitedHealthcare, which includes UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement, UnitedHealthcare Community & State and UnitedHealthcare Global.

• UnitedHealthcare, which includes UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement and UnitedHealthcare Community & State.

Optum is an information and technology-enabled health services business serving the broad health care marketplace, including:

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health plans;

and state, federal and municipal agencies devoted to ensuring the populations 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.

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.

• Those who innovate for care:

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• Optum Insight offers data, analytics, research, consulting, technology and managed services solutions;

• Optum Rx provides a diversified array of pharmacy care services.

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

Optum Health delivers local primary, in-home, specialty, surgical and urgent care;

• Optum Rx provides diversified pharmacy care services.

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

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

Optum Health delivers primary, multi-specialty, behavioral, surgical and urgent care;

helps patients and providers navigate and address complex, chronic and behavioral health needs;

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and serves consumers and care providers through advanced, on-demand digital health technologies, such as telehealth and remote patient monitoring, and innovative health care financial services.

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

Optum Health works directly with 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 Health enables care providers to transition from traditional fee-for-service payment models to performance-based delivery and payment models designed to improve patient health outcomes and experience through value-based care.

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.

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

Optum Financial, including Optum Bank, serves consumers through 8 million health savings and other accounts and has more than $19 billion in assets under management as of December 31, 2021.

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

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

For financial services offerings, Optum Health charges fees and earns investment income on managed funds.

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

Offerings also include administrative fee arrangements, where Optum Health manages or administers products and services in exchange for a monthly fee, and fee-for-service arrangements, where Optum Health delivers health-related products and medical services for patients at a contracted fee.

Optum Financial, including Optum Bank, serves consumers through nearly 20 million consumer accounts with nearly $20 billion in assets under management as of December 31, 2022.

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 systems and integrated card solutions.

For financial services offerings, Optum Financial charges fees and earns investment income on managed funds.

Optum Health sells its products primarily through its direct sales force, strategic collaborations and external producers in three key areas:

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payers including health plans, third-party administrators (TPAs), underwriter/stop-loss carriers and individual product intermediaries;

and government entities including the U.S.

and public entities including the U.S.

Departments of Health and Human Services (HHS), Veterans Affairs, Defense, and other federal, state and local health care agencies.

Optum Insight

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

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

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

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

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

Health Systems.

Serves hospitals, physicians and other care providers to improve revenue and growth, better coordinate care and reduce administrative costs through technology and services to improve population health management, patient engagement, revenue cycle management and strategic growth plans.

Serves hospitals, physicians and other care providers to improve operating performance, better coordinate care and reduce administrative costs through technology and services to improve population health management, patient engagement, revenue cycle management and strategic growth plans.

Health Plans.

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Optum Insight helps health plans navigate a dynamic environment defined by shifts in employer vs.

government-sponsored coverage, the demand for affordable benefit plans and the need to leverage new technology to reduce complexity.

public-sector coverage, the demand for affordable benefit plans and the need to leverage new technology to reduce complexity.

State Governments.

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The aggregate backlog includes $10.7 billion related to affiliated agreements.

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

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

Optum Insight’s products and services are sold primarily through a direct sales force.

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

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

It also offers a direct-to-consumer business.

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

It also offers direct-to-consumer solutions.

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

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In 2022, Optum Rx managed $124 billion in pharmaceutical spending, including $52 billion in specialty pharmaceutical spending.

Optum Rx serves health benefits providers, large national employer plans, unions and trusts, purchasing coalitions and government entities.

Optum Rx’s sales distribution system consists primarily of health insurance brokers and other health care consultants and direct sales.

Optum Rx offers multiple clinical programs, digital tools and services to help clients manage overall pharmacy and health care costs in a clinically appropriate manner which are designed to promote better health outcomes, and to help target inappropriate utilization and non-adherence to medication.

Optum Rx serves health benefits providers, large national employer plans, unions and trusts, purchasing coalitions and public-sector entities.

Optum Rx sells its services through direct sales, health insurance brokers and other health care consultants.

Optum Rx offers multiple clinical programs, digital tools and services to help clients manage overall pharmacy and health care costs in a clinically appropriate manner which are designed to deliver improved consumer experiences, better health outcomes and a lower total cost of care.

Optum Rx provides various utilization management, medication management, quality assurance, adherence and counseling programs to complement each client’s plan design and clinical strategies.

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

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

UnitedHealthcare

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UnitedHealthcare uses Optum’s capabilities to help coordinate and provide patient care, improve affordability of medical care, analyze cost trends, manage pharmacy care services, work with care providers more effectively and create a simpler and more satisfying consumer and physician experience.

In the United States, UnitedHealthcare arranges for discounted access to care through networks which, as of December 31, 2021, include 1.5 million physicians and other health care professionals and more than 7,000 hospitals and other facilities.

In the United States, UnitedHealthcare arranges for discounted access to care through networks which, as of December 31, 2022, include 1.7 million physicians and other health care professionals and 6,400 hospitals and other facilities.

UnitedHealthcare is subject to extensive government regulation.

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UnitedHealthcare Employer & Individual

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

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

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

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

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

Domestically, UnitedHealthcare Employer & Individual offers a comprehensive array of consumer-oriented health benefit plans and services for large national employers, public sector employers, mid-sized employers, small businesses, and individuals.

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

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

in exchange for a monthly premium per member, residing principally in Brazil, Chile, Colombia and Peru, but also in more than 150 other countries.

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

Through its risk-based product offerings, UnitedHealthcare Employer & Individual assumes the risk of both medical and administrative costs for its customers in return for a monthly premium which is typically a fixed rate per individual served for a one-year period.

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

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

These customers retain the risk of financing medical benefits for their employees and employees’ dependents, while UnitedHealthcare Employer & Individual provides services such as coordination and facilitation of medical and related services to customers, consumers and health care professionals, administration of transaction processing and access to a contracted network of physicians, hospitals and other health care professionals, including dental and vision professionals.

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

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

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

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

UnitedHealthcare Employer & Individual typically distributes its products through a variety of channels, dependent upon the specific product, including:

through consultants or direct sales, in collaboration with brokers and agents, through wholesale agents or agencies who contract with health insurance carriers to distribute individual or group benefits, through professional employer organizations and associations and through both multi-carrier and its own proprietary private exchange marketplaces.

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

UnitedHealthcare Employer & Individual’s major product families include consumer engagement products, such as high-deductible consumer driven benefit plans and a variety of innovative consumer centric products;

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and specialty benefits, such as vision, dental, hearing, accident protection, critical illness, disability and hospital indemnity offerings.

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

UnitedHealthcare Employer & Individual’s clinical programs include:

wellness programs, decision support, utilization management, case and disease management, complex condition management, on-site programs, incentives to reinforce positive behavior change, mental health/substance use disorder management and employee assistance programs.

UnitedHealthcare Medicare & Retirement

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

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

UnitedHealthcare Medicare & Retirement provides health and well-being services to individuals age 50 and older, addressing their unique needs.

UnitedHealthcare Medicare & Retirement has distinct benefit designs, pricing, underwriting, clinical program management and marketing capabilities dedicated to health products and services in this market.

UnitedHealthcare Medicare & Retirement offers a selection of products allowing people choice in obtaining the health coverage and services they need as their circumstances change.

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

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

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

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

These offerings include care management and health system navigator services, clinical management programs, nurse health line services, 24-hour access to health care information, access to discounted health services from a network of care providers and administrative services.

UnitedHealthcare Medicare & Retirement has extensive distribution capabilities and experience, including direct marketing to consumers on behalf of its key clients, including AARP, the nation’s largest membership organization dedicated to the needs of people age 50 and over, and state and U.S.

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Products are also offered through agents, employer groups and digital channels.

UnitedHealthcare Medicare & Retirement’s major product categories include:

Major product categories include:

Medicare Advantage.

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

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

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

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

Premium amounts received from CMS vary based on the geographic areas in which individuals reside;

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and the health status of the individual.

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

UnitedHealthcare Medicare & Retirement served 7.1 million people through its Medicare Advantage products as of December 31, 2022.

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

We have continued to enhance our offerings, focusing on more digital and physical care resources in the home, expanding our concierge navigation services and enabling the home as a safe and effective setting of care.

For example, through our HouseCalls program, nurse practitioners performed more than 2.1 million clinical preventive home care visits in 2021 to address unmet care opportunities and close gaps in care.

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

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

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

For example, through our HouseCalls program, nurse practitioners performed nearly 2.3 million clinical preventive home care visits in 2022 to address unmet care opportunities and close gaps in care.

Medicare Part D.

UnitedHealthcare Medicare & Retirement provides Medicare Part D benefits to beneficiaries through its Medicare Advantage and stand-alone Medicare Part D plans.

Provides Medicare Part D benefits to beneficiaries through its Medicare Advantage and stand-alone Medicare Part D plans.

The stand-alone Medicare Part D plans address a large spectrum of people’s needs and preferences for their prescription drug coverage, including low-cost prescription options.

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

As of December 31, 2022, UnitedHealthcare enrolled 9.6 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.

Medicare Supplement.

UnitedHealthcare Medicare & Retirement is currently serving 4.4 million seniors nationwide through various Medicare Supplement products in association with AARP.

UnitedHealthcare Medicare & Retirement offers a full range of supplemental products at diverse price points.

Provides a full range of supplemental products at diverse price points.

These products cover various levels of coinsurance and deductible gaps to which seniors are exposed in the traditional Medicare program.

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

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

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UnitedHealthcare Community & State is dedicated to serving state programs caring for the economically disadvantaged, the medically underserved and those without the benefit of employer-funded health care coverage, typically in exchange for a monthly premium per member from the state program.

UnitedHealthcare Community & State’s primary customers oversee Medicaid plans, including Temporary Assistance to Needy Families (TANF);

UnitedHealthcare Community & State’s primary customers oversee Medicaid plans, including Temporary Assistance to Needy Families;

Children’s Health Insurance Programs (CHIP);

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As of December 31, 2022, UnitedHealthcare Community & State participated in programs in 35 states and the District of Columbia, and served 8.2 million people;

including nearly 1.4 million people through Medicaid expansion programs in 18 states under the Patient Protection and Affordable Care Act (ACA).

including 1.5 million people through Medicaid expansion programs in 19 states under the Patient Protection and Affordable Care Act (ACA).

States using managed care services for Medicaid beneficiaries select health plans by using a formal bid process or by awarding individual contracts.

A number of factors are considered by UnitedHealthcare Community & State when choosing programs for participation, including the state’s commitment and consistency of support for its Medicaid managed care program in terms of service, innovation and funding;

the eligible population base, both immediate and long term;

and the structure of the projected program.

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

These health plans and care programs are designed to address the complex needs of the populations they serve, including the chronically ill, people with disabilities and people with a higher risk of medical, behavioral and social conditions.

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They also often face significant social and economic challenges.

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

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

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

UnitedHealthcare Community & State’s business development opportunities include entering fee-for-service markets converting to managed care;

and growing in existing managed care markets, including state expansions to populations with more complex needs requiring more sophisticated models of care, including DSNP and LTSS programs.

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

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

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

UnitedHealthcare Global

UnitedHealthcare Global serves 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.

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

UnitedHealthcare Global offers health care delivery in our principal markets through over 50 hospitals, and more than 200 outpatient and ambulatory clinics and surgery centers to UnitedHealthcare Global members and consumers served by the external payer market.

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

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

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

GOVERNMENT REGULATION

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We are regulated by agencies which generally have discretion to issue regulations and interpret and enforce laws and rules.

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

Domestic U.S.

and international governments continue to consider and enact various legislative and regulatory proposals which could materially impact certain aspects of the health care system.

New laws, regulations and rules, or changes in the interpretation of existing laws, regulations and rules, including as a result of changes in the political climate, could adversely affect our businesses.

If we fail to comply with, are alleged to have failed to comply with, or fail to respond quickly and appropriately to changes in, applicable laws, regulations and rules, our business, results of operations, financial position and cash flows could be materially and adversely affected.

See Part I, Item 1A, “Risk Factors” for a discussion of the risks related to our compliance with federal, state and international laws and regulations.

federal and state and international governments continue to consider and enact various legislative and regulatory proposals which could materially impact certain aspects of the health care system.

New laws, regulations and rules, or changes in the interpretation of existing laws, regulations and rules, including as a result of changes in the political environment, could adversely affect our businesses.

See Part I, Item 1A, “Risk Factors” for a discussion of the risks related to our compliance with U.S.

federal and state and international laws and regulations.

Federal Laws and Regulation

We are subject to various levels of U.S.

federal regulation.

For example, when we contract with the federal government, we are subject to federal laws and regulations relating to the award, administration and performance of U.S.

When we contract with the federal government, we are subject to federal laws and regulations relating to the award, administration and performance of U.S.

government contracts.

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Our commercial business is further subject to CMS audits related to medical loss ratios (MLRs) and risk adjustment data.

UnitedHealthcare Community & State has Medicaid and CHIP contracts subject to federal regulations regarding services to be provided to Medicaid enrollees, payment for those services and other aspects of these programs.

UnitedHealthcare Community & State has Medicaid and CHIP contracts, which are subject to federal regulations regarding services to be provided to Medicaid enrollees, payment for those services and other aspects of these programs.

There are many regulations affecting Medicare and Medicaid compliance, and the regulatory environment with respect to these programs is complex.

In addition, our businesses are subject to laws and regulations relating to consumer protection, anti-fraud and abuse, anti-kickbacks, false claims, prohibited referrals, inappropriate reduction or limitation of health care services, anti-money laundering, securities and antitrust compliance.

Our businesses are also subject to laws and regulations relating to consumer protection, anti-fraud and abuse, anti-kickbacks, false claims, prohibited referrals, inappropriate reduction or limitation of health care services, anti-money laundering, securities and antitrust compliance.

Privacy, Security and Data Standards Regulation.

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Such regulations generally require registration with applicable state departments of insurance and the filing of reports describing capital structure, ownership, financial condition, certain affiliated transactions and general business operations.

Most state insurance

holding company laws and regulations require prior regulatory approval of acquisitions and material affiliated transfers of assets, as well as transactions between the regulated companies and their parent holding companies or affiliates.

Most state insurance holding company laws and regulations require prior regulatory approval of acquisitions and material affiliated transfers of assets, as well as transactions between the regulated companies and their parent holding companies or affiliates.

These laws may restrict the ability of our regulated subsidiaries to pay dividends to our holding companies.

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These regulations differ from state to state and may contain network, contracting, product and rate, licensing and financial and reporting requirements.

There are laws and regulations which set specific standards for delivery of services, appeals, grievances and payment of claims, adequacy of health care professional networks, fraud prevention, protection of consumer health information, pricing and underwriting practices and covered benefits and services.

Health care-related laws and regulations set specific standards for delivery of services, appeals, grievances and payment of claims, adequacy of health care professional networks, fraud prevention, protection of consumer health information, pricing and underwriting practices and covered benefits and services.

State health care anti-fraud and abuse prohibitions encompass a wide range of activities, including kickbacks for referral of members, billing for unnecessary medical services and improper marketing.

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A number of states have adopted laws and regulations which may affect our privacy and security practices, such as state laws governing the use, disclosure and protection of social security numbers and protected health information or which are designed to implement GLBA or protect credit card account data.

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 personal information.

personal information.

State consumer protection laws may also apply to privacy and security practices related to personally identifiable information, including information related to consumers and care providers.

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See Part I, Item 1A, “Risk Factors” for a discussion of the risks related to our pharmacy care services businesses.

Federal and state legislation of PBM activities affects both our ability to limit access to a pharmacy provider network or remove network providers.

Federal and state legislation regulating PBM activities affects both our ability to limit access to a pharmacy provider network or remove network providers.

Additionally, many states limit our ability to manage and establish maximum allowable costs for generic prescription drugs.

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Many states also regulate the scope of prescription drug coverage, as well as the delivery channels to receive such prescriptions, for insurers, MCOs and Medicaid managed care plans.

These regulations could limit or preclude (i) certain plan designs, (ii) limited networks, (iii) requirements to use particular care providers or distribution channel, (iv) copayment differentials among providers and (v) formulary tiering practices.

These regulations could limit or preclude (i) certain plan designs, (ii) limited networks, (iii) use of particular care providers or distribution channels, (iv) copayment differentials among providers and (v) formulary tiering practices.

Legislation seeking to regulate PBM activities introduced or enacted at the federal or state level could impact our business practices with others in the pharmacy supply chain, including pharmaceutical manufacturers and network providers.

Additionally, organizations like the NAIC periodically issue model regulations while credentialing organizations, like the National Committee for Quality Assurance (NCQA) and the Utilization Review Accreditation Commission (URAC), may establish standards impacting PBM pharmacy activities.

In addition, organizations like the NAIC periodically issue model regulations while credentialing organizations, like the National Committee for Quality Assurance (NCQA) and the Utilization Review Accreditation Commission (URAC), may establish standards impacting PBM pharmacy activities.

Although these model regulations and standards do not have the force of law, they may influence states to adopt their recommendations and impact the services we deliver to our clients.

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Banking Regulation

Optum Bank is subject to regulation by federal banking regulators, including the Federal Deposit Insurance Corporation, which performs annual examinations to ensure the bank is operating in accordance with federal safety and soundness requirements, and the Consumer Financial Protection Bureau, which may perform periodic examinations to ensure the bank is in compliance with applicable consumer protection statutes, regulations and agency guidelines.

Optum Bank is subject to regulation by federal banking regulators, including the Federal Deposit Insurance Corporation (FDIC), which performs annual examinations to ensure the bank is operating in accordance with federal safety and soundness requirements, and the Consumer Financial Protection Bureau, which may perform periodic examinations to ensure the bank is

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

Optum Bank is also subject to supervision and regulation by the Utah State Department of Financial Institutions, which carries out annual examinations to ensure the bank is operating in accordance with state safety and soundness requirements and performs periodic examinations of the bank’s compliance with applicable state banking statutes, regulations and agency guidelines.

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laws regulating the conduct and activities of U.S.-based businesses operating abroad, such as the Foreign Corrupt Practices Act (FCPA), which prohibits offering, promising, providing or authorizing others to give anything of value to a foreign government official to obtain or retain business or otherwise secure a business advantage.

As a diversified health care company, we operate in highly competitive markets across the full expanse of health care benefits and services, including organizations ranging from startups to highly sophisticated Fortune 50 global enterprises, for-profit and non-profit companies, and private and government-sponsored entities.

New entrants and business combinations also contribute to a dynamic and competitive environment.

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

Our competitors include organizations ranging from startups to highly sophisticated Fortune 50 global enterprises, for-profit and non-profit companies, and private and government-sponsored entities.

New entrants to our markets and business combinations among our competitors and suppliers also contribute to a dynamic and competitive environment.

We compete fundamentally on the quality and value we provide to those we serve which can include elements such as product and service innovation;

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HUMAN CAPITAL RESOURCES

Our 350,000 employees, as of December 31, 2021, including nearly 135,000 clinical professionals, are guided by our mission to help people live healthier lives and help make the health system work better for everyone.

Our mission and cultural values of integrity, compassion, relationships, innovation and performance align with our long-term business strategy to increase access to care, make care more affordable, enhance the care experience and improve health outcomes.

Our nearly 400,000 employees, as of December 31, 2022, including more than 140,000 clinical professionals, are guided by our mission to help people live healthier lives and help make the health system work better for everyone.

Our mission and values attract individuals who are determined to make a difference – individuals whose talent, innovation, engagement and empowerment are critical in our ability to achieve our mission.

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

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.

We are committed to developing our people and culture by creating an inclusive environment where people of diverse backgrounds, experiences and perspectives make us better.

Our approach is data-driven and leader led, including enterprise and business scorecards ensuring our leaders are accountable for a consistent focus on hiring, developing, advancing and retaining diverse talent.

Our approach is data-driven and leader led and uses enterprise and business scorecards to ensure our leaders are accountable for a consistent focus on hiring, developing, advancing and retaining diverse talent.

We have embedded inclusion and diversity throughout our culture, including in our talent acquisition and talent management practices;

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Receiving on-going feedback from our team members is another way to strengthen and reinforce a culture of inclusion.

Our Employee Experience Index measures an employee’s sense of commitment and belonging to the Company and is a metric in the Stewardship section of our annual incentive plan.

Our Sustainability Report, which can be accessed on our website at www.unitedheatlhgroup.com, provides further details on our people and culture.

Our Employee Experience Index measures an employee’s sense of commitment and belonging to our company and is a metric in the Stewardship section of our annual incentive plan.

Our Sustainability Report, which can be accessed on our website at www.unitedhealthgroup.com, provides further information about our people and culture.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

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Name Age Position

Witty 57 Chief Executive Officer

McMahon 62 President and Chief Operating Officer

Rex 60 Executive Vice President and Chief Financial Officer

Lewis 60 Executive Vice President and Chief Human Resources Officer

Roos 49 Senior Vice President and Chief Accounting Officer

Short 70 Executive Vice President and Chief Legal Officer

Thompson 47 Chief Executive Officer of UnitedHealthcare

Andrew Witty 58 Chief Executive Officer

Dirk McMahon 63 President and Chief Operating Officer

John Rex 61 Executive Vice President and Chief Financial Officer

Rupert Bondy 61 Executive Vice President, Chief Legal Officer and Corporate Secretary

Erin McSweeney 58 Executive Vice President and Chief People Officer

Thomas Roos 50 Senior Vice President and Chief Accounting Officer

Brian Thompson 48 Chief Executive Officer of UnitedHealthcare

Our Board of Directors elects executive officers annually.

Our executive officers serve until their successors are duly elected and qualified, or until their earlier death, resignation, removal or disqualification.

Witty has served as Chief Executive Officer and a member of the Board of Directors of UnitedHealth Group since February 2021.

Previously, Mr.

Witty served as Chief Executive Officer of Optum beginning in July 2018, President of UnitedHealth Group from November 2019 to February 2021 and as a UnitedHealth Group director from August 2017 to March 2018.

From April 2020 to November 2020, Mr.

Witty took an unpaid leave of absence to serve as a Global Envoy for the World Health Organization’s COVID-19 efforts.

Prior to joining UnitedHealth Group, he was Chief Executive Officer and a board member of GlaxoSmithKline, a global pharmaceutical company, from 2008 to April 2017.

McMahon has served as President and Chief Operating Officer of UnitedHealth Group since February 2021.

In addition, Mr.

McMahon previously served as Chief Executive Officer of UnitedHealthcare June 2019 to April 2021, President and Chief Operating Officer of Optum from April 2017 to June 2019 and Executive Vice President, Operations at UnitedHealth Group from November 2014 to April 2017.

McMahon also served as Chief Executive Officer of Optum Rx from November 2011 to November 2014.

Andrew Witty has served as Chief Executive Officer and a member of the Board of Directors of UnitedHealth Group since February 2021.

Previously, Andrew served as Chief Executive Officer of Optum from July 2018 to April 2021, President of UnitedHealth Group from November 2019 to February 2021 and as a UnitedHealth Group director from August 2017 to March 2018.

Prior to joining UnitedHealth Group, he was Chief Executive Officer and a board member of GlaxoSmithKline, a global pharmaceutical company, from 2008 to 2017.

Dirk McMahon has served as President and Chief Operating Officer of UnitedHealth Group since February 2021.

He previously served as Chief Executive Officer of UnitedHealthcare June 2019 to April 2021, President and Chief Operating Officer of Optum from April 2017 to June 2019 and Executive Vice President, Operations at UnitedHealth Group from November 2014 to April 2017.

Dirk also served as Chief Executive Officer of Optum Rx from November 2011 to November 2014.

Prior to 2011, he held various positions in UnitedHealthcare in operations, technology and finance.

Rex has served as Executive Vice President and Chief Financial Officer of UnitedHealth Group since June 2016.

From March 2012 to June 2016, Mr.

Rex served as Executive Vice President and Chief Financial Officer of Optum.

Prior to joining Optum in 2012, Mr.

Rex was a Managing Director at JP Morgan, a global financial services firm.

Lewis has served as Executive Vice President and Chief Human Resources Officer of UnitedHealth Group since October 2019.

Prior to joining UnitedHealth Group, Ms.

Lewis served at Lockheed Martin Corporation, a global security and aerospace company, where she was Senior Vice President and Chief Human Resources Officer from December 2014 to October 2019.

Prior to joining Lockheed Martin Corporation in 2011, Ms.

Lewis held various positions in Human Resources at International Business Machines Corporation, a global technology company, and DuPont De Nemours, Inc, a global diversified chemicals company.

Lewis currently serves as a director of Lear, Inc.

Roos has served as Senior Vice President and Chief Accounting Officer of UnitedHealth Group since August 2015.

Prior to joining UnitedHealth Group, Mr.

Roos was a Partner at Deloitte & Touche LLP, an independent registered public accounting firm, from September 2007 to August 2015.

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

Prior to joining UnitedHealth Group, Ms.

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

Thompson has served as Chief Executive Officer of UnitedHealthcare since April 2021.

Prior to this role, he served as Chief Executive Officer of UnitedHealthcare's government programs including Medicare & Retirement and Community & State from 2017 to 2021;

as Chief Financial Officer of UnitedHealthcare’s Employer & Individual and Medicare & Retirement businesses from 2010 to 2017;

as Financial Controller of UnitedHealthcare's Employer & Individual business from 2008 to 2010;

and as Director, Corporate Development from 2004 to 2008.

John Rex has served as Executive Vice President and Chief Financial Officer of UnitedHealth Group since June 2016.

From March 2012 to June 2016, he served as Executive Vice President and Chief Financial Officer of Optum.

Prior to joining Optum in 2012, John was a Managing Director at JP Morgan, a global financial services firm.

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

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

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

Erin McSweeney has served as Executive Vice President and Chief People Officer of UnitedHealth Group since March 2022.

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

From January 2017 to February 2021, she served as Executive Vice President and Chief Human Resources Officer at Optum.

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

Tom Roos has served as Senior Vice President and Chief Accounting Officer of UnitedHealth Group since August 2015.

Prior to joining UnitedHealth Group, Tom was a Partner at Deloitte & Touche LLP, an independent registered public accounting firm.

Brian Thompson has served as Chief Executive Officer of UnitedHealthcare since April 2021.

Prior to this role, he served as Chief Executive Officer of UnitedHealthcare's government programs including Medicare & Retirement and Community & State from July 2019 to April 2021;

as Chief Executive Officer of Medicare & Retirement from April 2017 to July 2019;

and as Chief Financial Officer of UnitedHealthcare’s Employer & Individual and Medicare & Retirement businesses from August 2010 to April 2017.

Additional Information

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You can access our website at www.unitedhealthgroup.com to learn more about our company.

From the site you can download and print copies of our annual reports to shareholders, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, along with amendments to those reports.

You can also download from our website our certificate of incorporation and bylaws;

corporate governance policies, including our Principles of Governance;

Board of Directors Committee Charters;

Code of Conduct;

and annual sustainability report.

We make periodic reports and amendments available, free of charge, on our website, as soon as reasonably practicable after we file or furnish these reports to the Securities and Exchange Commission (SEC).

We will also provide a copy of any of our corporate governance policies published on our website free of charge, upon request.

To request a copy of any of these documents, please submit your request to:

UnitedHealth Group Incorporated, 9900 Bren Road East, Minnetonka, MN 55343, Attn:

Corporate Secretary.

We make periodic and current reports and amendments available, free of charge, on our website, as soon as reasonably practicable after we file or furnish these reports to the Securities and Exchange Commission (SEC).

Information on or linked to our website is neither part of nor incorporated by reference into this Annual Report on Form 10-K or any other SEC filings.

Our transfer agent, Equiniti (EQ), can help you with a variety of shareholder-related services, including change of address, lost stock certificates, transfer of stock to another person and other administrative services.

You can write to our transfer agent at:

EQ Shareowner Services, P.O.

Box 64854, St.

Paul, Minnesota 55164-0854, or telephone (800) 401-1957 or (651) 450-4064.

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What changed 10-K

Item 1. Business