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Item 9A. Controls and Procedures

2024-02-28 compared with 2023-02-24 · 44 added, 33 removed, 344 unchanged (18% of the section changed)

45 unchanged sentences

OTHER INFORMATION

Trading Arrangements

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

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

3 unchanged sentences

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

Charles Baker Michele Hooper

National Collegiate Athletic Association Lead Independent Director

UnitedHealth Group

President and Chief Executive Officer

The Directors’ Council

Timothy Flynn F.

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Kristen Gil John Noseworthy, M.D.

Vice President and Business Finance Officer

Former Vice President and Business Finance Officer

Alphabet Inc.

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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.”

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Equity compensation plans not approved by shareholders (2)

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

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

(2) Excludes 191,000 shares underlying stock options assumed by us in connection with acquisitions.

2 unchanged sentences

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.

(3) Includes 17 million shares of common stock available for future issuance under the ESPP as of December 31, 2023, and 53 million shares available under the 2020 Stock Incentive Plan as of December 31, 2023.

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.

24 unchanged sentences

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)

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)

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)

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)

Amended and Restated Indenture, dated as of April 27, 2023, between UnitedHealth Group Incorporated and Wilmington Trust Company, as successor trustee (incorporated by reference to Exhibit 4.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on April 28, 2023)

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)

Bank National Association (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3, SEC File Number 333-149031, filed on February 4, 2008)

Supplemental Indenture, dated as of April 18, 2023, between UnitedHealth Group Incorporated and U.S.

Bank Trust Company, National Association, as trustee, relating to the 6.875% Senior Notes due 2038 (incorporated by reference to Exhibit 4.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on April 24, 2023)

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)

6 unchanged sentences

Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2024 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 (Bondy) (2024 Version)

Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Bondy) (2024 Version)

Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Bondy) (2024 Version)

Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2023 Version) (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)

Form of Agreement for Nonqualified Stock Option Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2023 Version) (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)

Form of Agreement for Performance-Based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2023 Version) (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)

Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2023 Version) (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)

Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2023 Version) (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)

Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2023 Version) (incorporated by reference to Exhibit 10.7 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)

Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 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 to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 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 to Executives 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)

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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)

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)

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)

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)

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

UnitedHealth Group Executive Savings Plan (2021 Statement) (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)

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 )

Amended and Restated UnitedHealth Group Incorporated 2008 Executive Incentive Plan, effective as of December 31, 2023

UnitedHealth Group Executive Savings Plan (2024 Statement)

Executive Long-Term Disability Program, dated as of January 1, 2021 (incorporated by reference to Exhibit 10.28 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)

Summary of Non-Management Director Compensation, effective as of October 1, 2022 (incorporated by reference to Exhibit 10.29 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)

UnitedHealth Group Directors’ Compensation Deferral Plan (2023 Statement) (incorporated by reference to Exhibit 10.30 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)

Avery Parent Holdings, Inc.

2020 Stock Option and Grant Plan

C hange Healthcare Inc.

2020 Stock Option and Grant Plan (incorporated by reference to Exhibit 10.31 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)

Change 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)

28 unchanged sentences

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

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 .

Thompson (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 HealthCare 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”)

Bondy (incorporated by reference to Exhibit 10.47 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)

Subsidiaries of UnitedHealth Group Incorporated

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Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

UnitedHealth Group Dodd-Frank Clawback Policy, effective December 1, 2023

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.

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Accounts payable and accrued liabilities

$ 1,116 $ 835

Current portion of notes payable to subsidiaries

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Net earnings 22,381 20,120 17,285

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

Other comprehensive income (loss) 1,366 ( 3,009 ) ( 1,570 )

Comprehensive income $ 23,747 $ 17,111 $ 15,715

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Cash received from dispositions 624 2,787 —

Other, net 286 — —

Cash flows used for investing activities ( 8,291 ) ( 17,373 ) ( 5,862 )

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Cash flows from (used for) financing activities ( 8,642 ) 718 ( 3,668 )

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

Increase (decrease) in cash and cash equivalents 510 ( 1,901 ) 1,909

Cash and cash equivalents, beginning of period 266 2,167 258

47 unchanged sentences

* Director February 28, 2024

Charles Baker

* Director February 28, 2024

Timothy Flynn

11 unchanged sentences

John Noseworthy, M.D.

*By /s/ K UAI L EONG

*By /s/ R UPERT B ONDY

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