What changed in this filing

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Item 9A. Controls and Procedures

2023-02-24 compared with 2022-02-15 · 66 added, 63 removed, 311 unchanged (29% of the section changed)

50 unchanged sentences

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

Timothy Flynn F.

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

R Garcia John H.

Noseworthy, M.D.

KPMG International Former Chairman and Chief Executive Officer

The Vanguard Group, Inc.

Paul Garcia Valerie Montgomery Rice, M.D.

Retired Chair and Chief Executive Officer

Global Payments Inc.

President and Chief Executive Officer

Morehouse School of Medicine

Kristen Gil John Noseworthy, M.D.

Vice President and Business Finance Officer

Alphabet Inc.

Former Chief Executive Officer and President

Hemsley Gail R.

Wilensky, Ph.D.

UnitedHealth Group Senior Fellow

Hooper Andrew P.

Stephen Hemsley Andrew Witty

UnitedHealth Group Chief Executive Officer

UnitedHealth Group

Michele Hooper

Lead Independent Director

1 unchanged sentence

President and Chief Executive Officer

The Directors’ Council Chief Executive Officer

UnitedHealth Group

The Directors’ Council

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 “Information About our Executive Officers.”

59 unchanged sentences

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)

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 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

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 2020 Stock Incentive Plan (2023 Version)

Form of Agreement for Nonqualified Stock Option Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2023 Version)

Form of Agreement for Performance-Based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2023 Version)

Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2023 Version)

Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2023 Version)

Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2023 Version)

Form of Agree ment for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated ’ s 2020 Stock Incent ive Plan (i ncorporated by reference to Exhibit 10.2 to UnitedHeal th Group Incorpo rated ’ s Annual R eport on Form 10-K for the year ended December 31, 2021)

Form of Agreement for N onquali fied Stock Option Award to Executives under UnitedHealth Grou p Incorporated ’ s 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to UnitedHealth Gro up Incorpo r a ted ’ s Annual Re port on Form 10-K for the year ended December 31, 2021)

Form of Agreement for Performance-Based Restricted Stock Unit Award to Executiv es under UnitedHealth Group Incorporated ’ s 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporated ’ s Annual Report on Form 10-K for the year ended December 31, 2021)

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)

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)

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)

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)

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)

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)

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)

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)

Form of Agreement for Deferred Stock Unit Award to Non-Employee Directors under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.11 to UnitedHealth Group Incorporated ’ s Annual Report on Form 10-K for the year ended December 31, 2021)

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)

4 unchanged sentences

UnitedHealth Group Executive Savings Plan (2021 Statement) (incorporated by reference to Exhibit 10.11 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2020)

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)

Amendment to the UnitedHealth Group Directors’ Compensation Deferral Plan, effective as of January 1, 2010 (incorporated by reference to Exhibit 10.20 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2009)

First Amendment to UnitedHealth Group Directors’ Compensation Deferral Plan (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)

Catamaran Corporation Third Amended and Restated Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 4.3 to UnitedHealth Group Incorporated’s Registration Statement on Form S-8, SEC File Number 333-205824, filed on July 23, 2015)

Catalyst Health Solutions, Inc.

2006 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 4.4 to UnitedHealth Group Incorporated’s Registration Statement on Form S-8, SEC File Number 333-205824, filed on July 23, 2015)

First Amendment of UnitedHealth G roup Executive Savings Plan (2021 Statemen t )

Second Amendment of UnitedHealth Group Executive Savings Plan (2021 Statement)

Executive Long-Term Disability Program, dated as of January 1, 2021

Summary of Non-Management Director Compensation, effective as of October 1, 2022

UnitedHealth Group Directors ’ Compensation Deferral Plan (2023 Statemen t )

Avery Parent Holdings, Inc.

2020 Stock Option and Grant Plan

C hange Healthcare Inc.

2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.3 to UnitedHealth Group Incorporated’s Registration Statement on Form S-8, SEC File Number 333-267716, filed on October 3, 2022)

Amended and Restated HCIT Holdings, Inc.

2009 Equity Incentive Plan (incorporated by reference to Exhibit 4.4 to UnitedHealth Group Incorporated’s Registration Statement on Form S-8, SEC File Number 333-267716, filed on October 3, 2022 )

Audax Health Solutions, Inc.

15 unchanged sentences

The Advisory Board Company 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to The Advisory Board Company’s Current Report on Form 8-K filed on November 17, 2005)

Amended and Restated Employment Agreement, effective as of December 1, 2014, between United HealthCare Services, Inc.

and David Wichmann (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015)

Amendment to Employment Agreement, effective as of August 16, 2017, between United HealthCare Services, Inc.

and David Wichmann (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017)

Amended and Restated Employment Agreement, dated as of June 7, 2016, between United HealthCare Services, Inc.

Amended and Restated Employment Agreement, effective as of June 7, 2016, between United HealthCare Services, Inc.

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

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, dated February 3, 2021, between the Company and Andrew P Witty (incorporated by reference to Exhibit 5.02 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on February 8, 2021)

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

5 unchanged sentences

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.

Thompso n (incorporated by reference to Exhibit 10.38 to UnitedHealth Group Incorporated ’ s Annual Report on Form 10-K for the year ended December 31, 2021)

Employment Agreement, effective as of February 28, 2022 , between United H ealthCare Services, Inc .

and Rupert M.

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

58 unchanged sentences

934 and 941 issued and outstanding

Additional paid-in capital — —

Retained earnings 86,156 77,134

21 unchanged sentences

Net earnings 20,120 17,285 15,403

Other comprehensive (loss) income ( 1,570 ) ( 236 ) 582

Other comprehensive loss ( 3,009 ) ( 1,570 ) ( 236 )

Comprehensive income $ 17,111 $ 15,715 $ 15,167

14 unchanged sentences

Capital contributions to subsidiaries ( 570 ) ( 747 ) ( 43 )

Other, net — 143 490

Cash received from dispositions 2,787 — 143

Cash flows used for investing activities ( 17,373 ) ( 5,862 ) ( 6,202 )

3 unchanged sentences

Cash dividends paid ( 5,991 ) ( 5,280 ) ( 4,584 )

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

Proceed from (repayments of) short-term borrowings, net 732 ( 1,302 ) 872

Proceeds from issuance of long-term debt 14,819 6,933 4,864

2 unchanged sentences

Other, net ( 674 ) ( 447 ) ( 438 )

Cash flows used for financing activities ( 3,668 ) ( 2,428 ) ( 3,729 )

Increase (decrease) in cash and cash equivalents 1,909 212 ( 388 )

Cash flows from (used for) financing activities 718 ( 3,668 ) ( 2,428 )

(Decrease) increase in cash and cash equivalents ( 1,901 ) 1,909 212

Cash and cash equivalents, beginning of period 2,167 258 46

10 unchanged sentences

UnitedHealth Group’s parent company financial information has been derived from its consolidated financial statements and should be read in conjunction with the consolidated financial statements included in this Form 10-K.

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

and Supplementary Data .

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

14 unchanged sentences

None of the amounts accrued, paid or charged to income for service level guarantees were material as of December 31, 2022, 2021 or 2020.

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

and Supplementary Data ”

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

2 unchanged sentences

UNITEDHEALTH GROUP INCORPORATED

By /s/ A NDREW P.

By /s/ A NDREW W ITTY

Chief Executive Officer

1 unchanged sentence

Signature Title Date

/s/ A NDREW P.

/s/ A NDREW W ITTY

Director and Chief Executive Officer

(principal executive officer) February 24, 2023

/s/ J OHN R EX

Executive Vice President and Chief Financial Officer

(principal financial officer) February 24, 2023

/s/ T HOMAS E.

/s/ T HOMAS R OOS

Senior Vice President and

2 unchanged sentences

* Director February 24, 2023

Timothy Flynn

* Director February 24, 2023

1 unchanged sentence

* Director February 24, 2023

Stephen Hemsley

* Director February 24, 2023

Michele Hooper

* Director February 24, 2023

1 unchanged sentence

* Director February 24, 2023

Montgomery Rice, M.D.

* Director February 15, 2022

Noseworthy, M.D.

Valerie Montgomery Rice, M.D.

* Director February 24, 2023

Wilensky, Ph.D.

*By /s/ D ANNETTE L.

John Noseworthy, M.D.

*By /s/ K UAI L EONG

As Attorney-in-Fact

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