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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-28 · 37 added, 34 removed, 354 unchanged (17% of the section changed)

50 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

DIRECTORS OF THE REGISTRANT

The following sets forth certain information regarding our directors as of February 27, 2025, including their name and principal occupation or employment:

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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 2025 Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

The information required by Item 408(b) of Regulation S-K will be included under the heading “Insider Trading Policy” in our definitive proxy statement for our 2025 Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Form 10-K.

EXECUTIVE COMPENSATION

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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 2025 Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements

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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 (2024 Version)

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

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

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

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

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

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 (2024 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, 2023)

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Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2024 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, 2023)

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)

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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 2008 Executive Incentive Plan, effective as of December 31, 2023

UnitedHealth Group Executive Savings Plan (2024 Statement)

Amended and Restated UnitedHealth Group Incorporated 2008 Executive Incentive Plan, effective as of December 31, 2023 (incorporated by reference to exhibit 10.30 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2023)

UnitedHealth Group Executive Savings Plan (2024 Statement) (incorporated by reference to Exhibit 10.31 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2023)

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)

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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.

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)

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)

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)

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

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)

Amended and Restated Employment Agreement, effective as of April 1, 2024, between United HealthCare Services, Inc.

and Heather Cianfrocco

Employment Agreement, effective as of January 9, 2017, between United HealthCare Services, Inc.

and Erin McSweeney

Amendment to Employment Agreement, effective as of March 1, 2021, between United HealthCare Services, Inc.

and Erin McSweeney

Amended and Restated Employment Agreement, effective as of June 4, 2024, between United HealthCare Services, Inc.

and Christopher Zaetta

Insider Trading Policy

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

UnitedHealth Group Dodd-Frank Clawback Policy, effective December 1, 2023 (incorporated by reference to Exhibit 97.1 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 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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$ 1,501 $ 1,116

Current portion of notes payable to subsidiaries

Short-term notes payable to subsidiaries 2,016 9,887

Short-term borrowings and current maturities of long-term debt 4,348 4,086

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Long-term debt, less current maturities 71,831 57,387

Long-term notes payable to subsidiaries 14,405 —

Other liabilities 77 330

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Repayments of notes to subsidiaries 225 817 281

Cash paid for acquisitions ( 8,144 ) ( 20,728 ) ( 4,953 )

Cash paid for acquisitions and other transactions ( 13,750 ) ( 8,144 ) ( 20,728 )

Return of capital to parent company 21 639 1,424

Capital contributions to subsidiaries — ( 2,472 ) ( 570 )

Cash received from dispositions 624 2,787 —

Cash received from dispositions, net 2,444 624 2,787

Other, net 30 286 —

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Cash dividends paid ( 7,533 ) ( 6,761 ) ( 5,991 )

Proceed from (repayments of) short-term borrowings, net 11 732 ( 1,302 )

(Repayments of) proceeds from short-term borrowings, net ( 151 ) 11 732

Proceeds from issuance of long-term debt 17,811 6,394 14,819

Repayments of long-term debt ( 3,000 ) ( 2,125 ) ( 3,015 )

Proceeds from notes from subsidiaries 1,188 594 3,223

(Repayments of) proceeds from short-term notes from subsidiaries, net ( 7,966 ) 1,188 594

Proceeds from long-term notes from subsidiaries 14,396 — —

Repayments of long-term notes from subsidiaries ( 28 ) — —

Other, net ( 390 ) ( 702 ) ( 674 )

Cash flows from (used for) financing activities 5,985 ( 8,642 ) 718

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

(Decrease) increase in cash and cash equivalents ( 542 ) 510 ( 1,901 )

Cash and cash equivalents, beginning of period 776 266 2,167

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Cash dividends received from subsidiaries and included in Cash Flows from Operating Activities in the Condensed Statements of Cash Flows were $ 19.3 billion, $ 18.5 billion and $ 15.6 billion in 2024, 2023 and 2022, respectively.

Additionally, $ 0.6 billion, $ 1.4 billion and $ 0.2 billion in cash were received as a return of capital to the parent company during 2023, 2022 and 2021, respectively.

Additionally, $ 21 million, $ 639 million and $ 1.4 billion in cash were received as a return of capital to the parent company during 2024, 2023 and 2022, respectively.

Short-Term Borrowings and Long-Term Debt

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Thereafter 59,802

UnitedHealth Group’s parent company had notes payable to subsidiaries of $ 9.9 billion and $ 8.7 billion as of December 31, 2023 and 2022, respectively, which included on-demand features.

UnitedHealth Group’s parent company had short-term notes payable to subsidiaries of $ 2.0 billion and $ 9.9 billion as of December 31, 2024 and 2023, respectively, which included on-demand features.

UnitedHealth Group’s parent company had long-term notes payable to subsidiaries of $ 14.4 billion as of December 31, 2024.

Commitments and Contingencies

Certain regulated subsidiaries are guaranteed by UnitedHealth Group’s parent company in the event of insolvency.

Certain 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.

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/s/ J OHN R EX

Executive Vice President and Chief Financial Officer

President and Chief Financial Officer

(principal financial officer) February 27, 2025

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John Noseworthy, M.D.

*By /s/ R UPERT B ONDY

*By /s/ C HRISTOPHER Z AETTA

Christopher Zaetta

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