UNITEDHEALTH GROUP INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act) designed to provide reasonable assurance the information required to be disclosed by us in reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms; and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. In connection with the filing of this Annual Report on Form 10-K, management evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2022. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2022. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2022 which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 66 Table of Contents Report of Management on Internal Control Over Financial Reporting as of December 31, 2022 Management of UnitedHealth Group Incorporated and Subsidiaries (the Company) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control system is designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on our assessment and the COSO criteria, we believe that, as of December 31, 2022, the Company maintained effective internal control over financial reporting. The Company’s independent registered public accounting firm has audited the Company’s internal control over financial reporting as of December 31, 2022, as stated in the Report of Independent Registered Public Accounting Firm , appearing under Item 9A. 67 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of UnitedHealth Group Incorporated and Subsidiaries: Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of UnitedHealth Group Incorporated and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, 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, 2022, of the Company and our report dated February 24, 2023, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control Over Financial Reporting as of December 31, 2022. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate . /s/ DELOITTE & TOUCHE LLP Minneapolis, Minnesota February 24, 2023 68 Table of Contents ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not Applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE DIRECTORS OF THE REGISTRANT 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 Retired Chair 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 Mayo Clinic Stephen Hemsley Andrew Witty Chair UnitedHealth Group Chief Executive Officer UnitedHealth Group Michele Hooper Lead Independent Director UnitedHealth Group President and Chief Executive Officer 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.” 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. The code of ethics, entitled Code of Conduct: Our Principles of Ethics and Integrity, is posted on our website at www.unitedhealthgroup.com. For information about how to obtain the Code of Conduct, see Part I, Item 1, “Business.” We intend to satisfy the SEC’s disclosure requirements regarding amendments to, or waivers of, the code of ethics for our senior financial officers by posting such information on our website indicated above. The remaining information required by Items 401, 405, 406 and 407(c)(3), (d)(4) and (d)(5) of Regulation S-K will be included under the headings “Corporate Governance” and “Proposal 1-Election of Directors” in our definitive proxy statement for our 2023 Annual Meeting of Shareholders, and such required information is incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION 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 2023 Annual Meeting of Shareholders, and such required information is incorporated herein by reference. 69 Table of Contents ITEM 12. 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, 2022, 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 (b) Weighted-average exercise price of outstanding options, warrants and rights (c) 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) 23 $ 279 77 (3) Equity compensation plans not approved by shareholders (2) — — Total (2) 23 $ 279 77 (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 459,000 shares underlying stock options assumed by us in connection with acquisitions. These options have a weighted-average exercise price of $358 and an average remaining term of approximately 4 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, 2022, and 59 million shares available under the 2020 Stock Incentive Plan as of December 31, 2022. 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 2023 Annual Meeting of Shareholders, and such required information is incorporated herein by reference. ITEM 13. 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 2023 Annual Meeting of Shareholders, and such required information is incorporated herein by reference. ITEM 14. 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 2023 Annual Meeting of Shareholders, and such required information is incorporated herein by reference. 70 Table of Contents PART IV ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES (a) 1 . Financial Statements The financial statements are included under Item 8 of this report: • Reports of Independent Registered Public Accounting Firm. • Consolidated Balance Sheets as of December 31, 202 2 and 202 1 . • Consolidated Statements of Operations for the years ended December 31, 202 2 , 202 1 , and 20 20 . • Consolidated Statements of Comprehensive Income for the years ended December 31, 202 2 , 202 1 , and 20 20 . • Consolidated Statements of Changes in Equity for the years ended December 31, 202 2 , 202 1 , and 20 20 . • Consolidated Statements of Cash Flows for the years ended December 31, 202 2 , 202 1 , and 20 20 . • Notes to the Consolidated Financial Statements. 2 . Financial Statement Schedules The following financial statement schedule of the Company is included in Item 15(c): • Schedule I - Condensed Financial Information of Registrant (Parent Company Only). All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, are inapplicable, or the required information is included in the consolidated financial statements, and therefore have been omitted. (b) The following exhibits are filed or incorporated by reference herein in response to Item 601 of Regulation S-K. The Company files Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K pursuant to the Securities Exchange Act of 1934 under Commission File No. 1‑10864. EXHIBIT INDEX** 3.1 Certificate of Incorporation of UnitedHealth Group Incorporated (incorporated by reference to Exhibit 3.1 to UnitedHealth Group Incorporated’s Registration Statement on Form 8-A/A, Commission File No. 1-10864, filed on July 1, 2015) 3.2 Amended and Restated Bylaws of UnitedHealth Group Incorporated, effective February 23, 2021 (incorporated by reference to Exhibit 3.2 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on February 26, 2021) 4.1 Senior Indenture, dated as of November 15, 1998, between United HealthCare Corporation and The Bank of New York (incorporated by reference to Exhibit 4.1 to UnitedHealth Group Incorporated’s Registration Statement on Form S-3/A, SEC File Number 333-66013, filed on January 11, 1999) 4.2 Amendment, dated as of November 6, 2000, to Senior Indenture, dated as of November 15, 1998, between the UnitedHealth Group Incorporated and The Bank of New York (incorporated by reference to Exhibit 4.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001) 4.3 Instrument of Resignation, Appointment and Acceptance of Trustee, dated January 8, 2007, pursuant to the Senior Indenture, dated as of November 15, 1988, amended as of November 6, 2000, among UnitedHealth Group Incorporated, The Bank of New York and Wilmington Trust Company (incorporated by reference to Exhibit 4.3 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007) 4.4 Indenture, dated as of February 4, 2008, between UnitedHealth Group Incorporated and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to UnitedHealth Group Incorporated’s Registration Statement on Form S-3, SEC File Number 333-149031, filed on February 4, 2008) 4.5 Description of Common Stock (incorporated by reference to Exhibit 4.5 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2019) * 10.1 UnitedHealth Group 2020 Stock Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8, SEC File Number 333-238854, filed on June 1, 2020) * 10.2 Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2023 Version) * 10.3 Form of Agreement for Nonqualified Stock Option Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2023 Version) 71 Table of Contents * 10.4 Form of Agreement for Performance-Based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2023 Version) * 10.5 Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2023 Version) * 10.6 Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2023 Version) * 10.7 Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2023 Version) * 10.8 Form of Agree ment for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated ’ s 2020 Stock Incent ive Plan (i ncorporated by reference to Exhibit 10.2 to UnitedHeal th Group Incorpo rated ’ s Annual R eport on Form 10-K for the year ended December 31, 2021) * 10.9 Form of Agreement for N onquali fied Stock Option Award to Executives under UnitedHealth Grou p Incorporated ’ s 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to UnitedHealth Gro up Incorpo r a ted ’ s Annual Re port on Form 10-K for the year ended December 31, 2021) * 10.10 Form of Agreement for Performance-Based Restricted Stock Unit Award to Executiv es under UnitedHealth Group Incorporated ’ s 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporated ’ s Annual Report on Form 10-K for the year ended December 31, 2021) * 10.11 Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021) * 10.12 Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021) * 10.13 Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (incorporated by reference to Exhibit 10.7 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021) * 10.14 UnitedHealth Group Incorporated 2011 Stock Incentive Plan, as amended and restated in 2018 (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2018) * 10.15 Form of Agreement for Non-Qualified Stock Option Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, as amended and restated in 2015, for awards made after January 1, 2016 (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015) * 10.16 Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, as amended and restated in 2015, for awards made after January 1, 2016 (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015) * 10.17 Form of Agreement for Performance-based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, as amended and restated in 2015, for awards made after January 1, 2016 (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015) * 10.18 Form of Agreement for Deferred Stock Unit Award to Non-Employee Directors under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on May 27, 2011) * 10. 1 9 Form of Agreement for Deferred Stock Unit Award to Non-Employee Directors under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.11 to UnitedHealth Group Incorporated ’ s Annual Report on Form 10-K for the year ended December 31, 2021) * 10. 20 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on July 1, 2015) * 10. 2 1 Amended and Restated UnitedHealth Group Incorporated Executive Incentive Plan (2009 Statement), effective as of December 31, 2008 (incorporated by reference to Exhibit 10.12 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2008) * 10. 22 Amended and Restated UnitedHealth Group Incorporated 2008 Executive Incentive Plan, effective as of December 31, 2008 (incorporated by reference to Exhibit 10.13 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2008) * 10. 23 Amendment, dated as of December 21, 2012, of Amended and Restated UnitedHealth Group Incorporated 2008 Executive Incentive Plan (incorporated by reference to Exhibit 10.11 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2012) 72 Table of Contents * 10. 24 Second Amendment, dated as of November 5, 2015, of Amended and Restated UnitedHealth Group Incorporated 2008 Executive Incentive Plan (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015) * 10. 2 5 UnitedHealth Group Executive Savings Plan (2021 Statement) (incorporated by reference to Exhibit 10.11 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2020) * 10. 2 6 First Amendment of UnitedHealth G roup Executive Savings Plan (2021 Statemen t ) * 10.2 7 Second Amendment of UnitedHealth Group Executive Savings Plan (2021 Statement) * 10.2 8 Executive Long-Term Disability Program, dated as of January 1, 2021 * 10. 29 Summary of Non-Management Director Compensation, effective as of October 1, 2022 * 10. 3 0 UnitedHealth Group Directors ’ Compensation Deferral Plan (2023 Statemen t ) * 10. 3 1 Avery Parent Holdings, Inc. 2020 Stock Option and Grant Plan * 10. 3 2 C hange Healthcare Inc. 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.3 to UnitedHealth Group Incorporated’s Registration Statement on Form S-8, SEC File Number 333-267716, filed on October 3, 2022) * 10. 3 3 Amended and Restated HCIT Holdings, Inc. 2009 Equity Incentive Plan (incorporated by reference to Exhibit 4.4 to UnitedHealth Group Incorporated’s Registration Statement on Form S-8, SEC File Number 333-267716, filed on October 3, 2022 ) * 10. 3 4 Audax Health Solutions, Inc. 2010 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 4.4 to UnitedHealth Group Incorporated’s Post-Effective Amendment No. 1 to Registration Statement on Form S-8, SEC File Number 333-205826, filed on February 15, 2017) * 10. 3 5 Surgical Care Affiliates, Inc. 2016 Omnibus Long-Term Incentive Plan (incorporated by reference to Exhibit 4.3 to UnitedHealth Group Incorporated’s Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017) * 10. 3 6 Surgical Care Affiliates, Inc. 2013 Omnibus Long-Term Incentive Plan (incorporated by reference to Exhibit 4.4 to UnitedHealth Group Incorporated’s Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017) * 10. 3 7 Surgical Care Affiliates, Inc. Management Equity Incentive Plan (incorporated by reference to Exhibit 4.5 to UnitedHealth Group Incorporated’s Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017) * 10. 3 8 Surgical Care Affiliates, Inc. Directors and Consultants Equity Incentive Plan (incorporated by reference to Exhibit 4.6 to UnitedHealth Group Incorporated’s Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017) * 10. 39 The Advisory Board Company Amended and Restated 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to The Advisory Board Company’s Current Report on Form 8-K filed on June 15, 2015) * 10. 4 0 The Advisory Board Company 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to The Advisory Board Company’s Current Report on Form 8-K filed on November 17, 2005) * 10. 4 1 Amended and Restated Employment Agreement, effective as of June 7, 2016, between United HealthCare Services, Inc. and John Rex (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016) * 10. 4 2 Amended and Restated Employment Agreement, dated February 3, 2021, between the Company and Andrew P Witty (incorporated by reference to Exhibit 5.02 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on February 8, 2021) * 10. 4 3 Amended and Restated Employment Agreement, effective as of March 16, 2015, between United HealthCare Services, Inc. and Dirk McMahon (incorporated by reference to Exhibit 10.44 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2019) * 10. 4 4 Amendment to Employment Agreement, effective as of May 31, 2017, between United HealthCare Services, Inc. and Dirk McMahon (incorporated by reference to Exhibit 10.45 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2019) * 10. 4 5 Amendment to Employment Agreement, effective as of March 12, 2019, between United HealthCare Services, Inc. and Dirk McMahon (incorporated by reference to Exhibit 10.46 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2019) * 10. 4 6 Amended and Restated Employment Agreement, effective as of February 12, 2018, between United HealthCare Services, Inc. and Brian R. Thompso n (incorporated by reference to Exhibit 10.38 to UnitedHealth Group Incorporated ’ s Annual Report on Form 10-K for the year ended December 31, 2021) * 10. 4 7 Employment Agreement, effective as of February 28, 2022 , between United H ealthCare Services, Inc . and Rupert M. Bondy 73 Table of Contents 11.1 Statement regarding computation of per share earnings (incorporated by reference to the information contained under the heading “ Net Earnings Per Common Share ” in Note 2 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data”) 21.1 Subsidiaries of UnitedHealth Group Incorporated 23.1 Consent of Independent Registered Public Accounting Firm 24.1 Power of Attorney 31.1 Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and embedded within Exhibit 101). _______________________________________________ _ * Denotes management contracts and compensation plans in which certain directors and named executive officers participate and which are being filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K. ** Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of instruments defining the rights of certain holders of long-term debt are not filed. The Company will furnish copies thereof to the SEC upon request. (c) Financial Statement Schedule Schedule I - Condensed Financial Information of Registrant (Parent Company Only). 74 Table of Contents Schedule I REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of UnitedHealth Group Incorporated and Subsidiaries: Opinion on the Financial Statement Schedule We have audited the consolidated financial statements of UnitedHealth Group Incorporated and Subsidiaries (the “Company”) as of December 31, 2022 and 2021, and for each of the three years in the period ended December 31, 2022, and the Company’s internal control over financial reporting as of December 31, 2022, and have issued our reports thereon dated February 24, 2023; such reports are included elsewhere in this Form 10-K. Our audits also included the financial statement schedule of the Company listed in the Index at Item 15. This financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statement schedule based on our audits. In our opinion, the financial statement schedule, when considered in relation to the consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. /s/ DELOITTE & TOUCHE LLP Minneapolis, Minnesota February 24, 2023 75 Table of Contents Schedule I Condensed Financial Information of Registrant (Parent Company Only) UnitedHealth Group Condensed Balance Sheets (in millions, except per share data) December 31, 2022 December 31, 2021 Assets Current assets: Cash and cash equivalents $ 266 $ 2,167 Other current assets 753 503 Total current assets 1,019 2,670 Equity in net assets of subsidiaries 136,562 116,907 Long-term notes receivable from subsidiaries 6,201 5,680 Other assets 504 32 Total assets $ 144,286 $ 125,289 Liabilities and shareholders’ equity Current liabilities: Accounts payable and accrued liabilities $ 835 $ 605 Current portion of notes payable to subsidiaries 8,699 8,105 Short-term borrowings and current maturities of long-term debt 2,918 3,009 Total current liabilities 12,452 11,719 Long-term debt, less current maturities 53,838 41,623 Other liabilities 224 187 Total liabilities 66,514 53,529 Commitments and contingencies (Note 4) Shareholders’ equity: Preferred stock, $ 0.001 par value - 10 shares authorized; no shares issued or outstanding — — Common stock, $ 0.01 par value - 3,000 shares authorized; 934 and 941 issued and outstanding 9 10 Retained earnings 86,156 77,134 Accumulated other comprehensive loss ( 8,393 ) ( 5,384 ) Total UnitedHealth Group shareholders’ equity 77,772 71,760 Total liabilities and shareholders’ equity $ 144,286 $ 125,289 See Notes to the Condensed Financial Statements of Registrant 76 Table of Contents Schedule I Condensed Financial Information of Registrant (Parent Company Only) UnitedHealth Group Condensed Statements of Comprehensive Income For the Years Ended December 31, (in millions) 2022 2021 2020 Revenues: Investment and other income $ 255 $ 494 $ 194 Total revenues 255 494 194 Operating costs: Operating costs 121 40 27 Interest expense 2,110 1,583 1,594 Total operating costs 2,231 1,623 1,621 Loss before income taxes ( 1,976 ) ( 1,129 ) ( 1,427 ) Benefit for income taxes 429 231 300 Loss of parent company ( 1,547 ) ( 898 ) ( 1,127 ) Equity in undistributed income of subsidiaries 21,667 18,183 16,530 Net earnings 20,120 17,285 15,403 Other comprehensive loss ( 3,009 ) ( 1,570 ) ( 236 ) Comprehensive income $ 17,111 $ 15,715 $ 15,167 See Notes to the Condensed Financial Statements of Registrant 77 Table of Contents Schedule I Condensed Financial Information of Registrant (Parent Company Only) UnitedHealth Group Condensed Statements of Cash Flows For the Years Ended December 31, (in millions) 2022 2021 2020 Operating activities Cash flows from operating activities $ 14,754 $ 11,439 $ 8,842 Investing activities Issuances of notes to subsidiaries ( 567 ) ( 444 ) ( 628 ) Repayments of notes to subsidiaries 281 37 1,089 Cash paid for acquisitions ( 20,728 ) ( 4,953 ) ( 7,706 ) Return of capital to parent company 1,424 245 943 Capital contributions to subsidiaries ( 570 ) ( 747 ) ( 43 ) Cash received from dispositions 2,787 — 143 Cash flows used for investing activities ( 17,373 ) ( 5,862 ) ( 6,202 ) Financing activities Common stock repurchases ( 7,000 ) ( 5,000 ) ( 4,250 ) Proceeds from common stock issuances 1,253 1,355 1,440 Cash dividends paid ( 5,991 ) ( 5,280 ) ( 4,584 ) Proceed from (repayments of) short-term borrowings, net 732 ( 1,302 ) 872 Proceeds from issuance of long-term debt 14,819 6,933 4,864 Repayments of long-term debt ( 3,015 ) ( 3,150 ) ( 3,150 ) Proceeds from notes from subsidiaries 594 3,223 2,818 Other, net ( 674 ) ( 447 ) ( 438 ) Cash flows from (used for) financing activities 718 ( 3,668 ) ( 2,428 ) (Decrease) increase in cash and cash equivalents ( 1,901 ) 1,909 212 Cash and cash equivalents, beginning of period 2,167 258 46 Cash and cash equivalents, end of period $ 266 $ 2,167 $ 258 Supplemental cash flow disclosures Cash paid for interest $ 1,969 $ 1,575 $ 1,633 Cash paid for income taxes 4,298 3,050 4,185 See Notes to the Condensed Financial Statements of Registrant 78 Table of Contents Schedule I Condensed Financial Information of Registrant (Parent Company Only) UnitedHealth Group Notes to Condensed Financial Statements 1. Basis of Presentation UnitedHealth Group’s parent company financial information has been derived from its consolidated financial statements and should be read in conjunction with the consolidated financial statements included in this Form 10-K. The accounting policies for the registrant are the same as those described in Note 2 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.” 2. Subsidiary Transactions Investment in Subsidiaries. UnitedHealth Group’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries. Dividends and Capital Distributions. Cash dividends received from subsidiaries and included in Cash Flows from Operating Activities in the Condensed Statements of Cash Flows were $ 15.6 billion, $ 10.8 billion and $ 10.0 billion in 2022, 2021 and 2020, respectively. Additionally, $ 1.4 billion, $ 0.2 billion and $ 0.9 billion in cash were received as a return of capital to the parent company during 2022, 2021 and 2020, respectively. 3. Short-Term Borrowings and Long-Term Debt Discussion of short-term borrowings and long-term debt can be found in Note 8 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.” Long-term debt obligations of the parent company do not include other financing obligations at subsidiaries which totaled $ 0.9 billion and $ 1.4 billion at December 31, 2022 and 2021. Maturities of short-term borrowings and long-term debt for the years ending December 31 are as follows: (in millions) 2023 $ 2,925 2024 3,000 2025 3,050 2026 2,500 2027 2,925 Thereafter 43,502 UnitedHealth Group’s parent company had notes payable to subsidiaries of $ 8.7 billion and $ 8.1 billion as of December 31, 2022 and 2021, respectively, which included on-demand features. 4. Commitments and Contingencies Certain regulated subsidiaries are guaranteed by UnitedHealth Group’s parent company in the event of insolvency. UnitedHealth Group’s parent company also provides guarantees related to its service level under certain contracts. None of the amounts accrued, paid or charged to income for service level guarantees were material as of December 31, 2022, 2021 or 2020. For a summary of commitments and contingencies, see Note 12 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data . ” ITEM 16. FORM 10-K SUMMARY None. 79 Table of Contents SIGNATURES 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. Dated: February 24, 2023 UNITEDHEALTH GROUP INCORPORATED By /s/ A NDREW W ITTY Andrew Witty Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ A NDREW W ITTY Director and Chief Executive Officer (principal executive officer) February 24, 2023 Andrew Witty /s/ J OHN R EX Executive Vice President and Chief Financial Officer (principal financial officer) February 24, 2023 John Rex /s/ T HOMAS R OOS Senior Vice President and Chief Accounting Officer (principal accounting officer) February 24, 2023 Thomas Roos * Director February 24, 2023 Timothy Flynn * Director February 24, 2023 Paul Garcia * Director February 24, 2023 Kristen Gil * Director February 24, 2023 Stephen Hemsley * Director February 24, 2023 Michele Hooper * Director February 24, 2023 F. William McNabb III * Director February 24, 2023 Valerie Montgomery Rice, M.D. * Director February 24, 2023 John Noseworthy, M.D. *By /s/ K UAI L EONG Kuai Leong As Attorney-in-Fact 80