UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 10-K

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☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____

Commission file number: 1-10864

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UnitedHealth Group Incorporated

(Exact name of registrant as specified in its charter)

Delaware		41-1321939
(State or other jurisdiction of<br>incorporation or organization)		(I.R.S. Employer<br>Identification No.)
UnitedHealth Group Center		55343
9900 Bren Road East
Minnetonka,	Minnesota
(Address of principal executive offices)		(Zip Code)

(952) 936-1300

(Registrant’s telephone number, including area code)

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Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, $.01 par valueUNHNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐
Smaller reporting company	☐			Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes ☐ No ☒

The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2022 was $479,550,880,245 (based on the last reported sale price of $513.63 per share on June 30, 2022 as reported on the New York Stock Exchange), excluding only shares of voting stock held beneficially by directors, executive officers and subsidiaries of the registrant.

As of January 31, 2023, there were 932,846,602 shares of the registrant’s Common Stock, $.01 par value per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of this report, to the extent not set forth herein, is incorporated by reference from the registrant’s definitive proxy statement relating to its 2023 Annual Meeting of Shareholders. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

UNITEDHEALTH GROUP

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		Page
Part I
Item 1.	Business	1
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	20
Item 2.	Properties	21
Item 3.	Legal Proceedings	21
Item 4.	Mine Safety Disclosures	21
Part II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21
Item 6.	[Reserved]	22
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 8.	Financial Statements and Supplementary Data	34
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	66
Item 9A.	Controls and Procedures	66
Item 9B.	Other Information	69
Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	69
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	69
Item 11.	Executive Compensation	69
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	70
Item 13.	Certain Relationships and Related Transactions, and Director Independence	70
Item 14.	Principal Accountant Fees and Services	70
Part IV
Item 15.	Exhibit and Financial Statement Schedules	71
Item 16.	Form 10-K Summary	79
Signatures		80

ITEM  1.    BUSINESS

OUR BUSINESSES

Overview

The terms “we,” “our,” “us,” “its,” “UnitedHealth Group,” or the “Company” used in this report refer to UnitedHealth Group Incorporated and its subsidiaries.

UnitedHealth Group Incorporated is a health care and well-being company with a mission to help people live healthier lives and help make the health system work better for everyone. Our two distinct, yet complementary business platforms — Optum and UnitedHealthcare — are working to help build a modern, high-performing health system through improved access, affordability, outcomes and experiences for the individuals and organizations we are privileged to serve.

The ability to analyze complex data and apply deep health care expertise and insights allows us to serve people, care providers, businesses, communities and governments with more innovative products and complete, end-to-end offerings for many of the biggest challenges facing health care today.

Optum combines clinical expertise, technology and data to empower people, partners and providers with the guidance and tools they need to achieve better health. Optum serves the broad health care marketplace, including payers, care providers, employers, governments, life sciences companies and consumers, through its Optum Health, Optum Insight and Optum Rx businesses. 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 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. UnitedHealthcare Medicare & Retirement delivers health and well-being benefits for Medicare beneficiaries and retirees. UnitedHealthcare Community & State manages health care benefit programs on behalf of state Medicaid and community programs and their participants.

We have four reportable segments:

•Optum Health;

•Optum Insight;

•Optum Rx; and

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

Optum

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

•Those who need care: consumers who need the right care, information, resources, products and engagement to improve their health, achieve their health goals and receive an improved patient experience that is personalized and holistic and delivered in all care settings, including in-home and virtually.

•Those who provide care: pharmacies, hospitals, physicians and other health care facilities seeking to improve the health system and reduce the administrative burden allowing for providers to focus time on patients leading to the best possible patient care and experiences while achieving better health outcomes at lower costs. Improved health outcomes are achieved by leveraging our clinical expertise, data and analytics to better predict, prevent and intercept consumers’ health conditions and ensure they receive the best evidence-based care.

•Those who pay for care: employers; health plans; 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: global life sciences organizations dedicated to developing more effective approaches to care, enabling technologies and medicines to improve care delivery and health outcomes.

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Optum operates three business segments leveraging distinctive capabilities in health care delivery, population health, health care operations, data and analytics and pharmacy care services:

•Optum Health delivers care, care management, wellness and consumer engagement, and health financial services;

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

•Optum Rx provides diversified pharmacy care services.

Optum Health

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; offers post-acute care planning services; 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 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 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: employers, including large, mid-sized and small employers; payers including health plans, third-party administrators (TPAs), underwriter/stop-loss carriers and individual product intermediaries; 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 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 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. Serves health plans by improving financial performance and enhancing outcomes through proactive analytics, a comprehensive payment integrity portfolio and technology-enabled and staff-supported risk and quality services. Optum Insight helps health plans navigate a dynamic environment defined by shifts in employer vs. public-sector coverage, the demand for affordable benefit plans and the need to leverage new technology to reduce complexity.

State Governments. Provides advanced technology and analytics services to modernize the administration of critical safety net programs, such as Medicaid, while improving cost predictability.

Life Sciences Companies. Combines data and analytics expertise with comprehensive technologies and health care knowledge to help life sciences companies, including those in pharmaceuticals and medical technology, adopt a more comprehensive approach to advancing therapeutic discoveries and improving clinical outcomes.

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Many of Optum Insight’s software and information products and professional services are delivered over extended periods, often several years. Optum Insight maintains an order backlog to track unearned revenues under these long-term arrangements. The backlog consists of estimated revenue from signed contracts, other legally binding agreements and anticipated contract renewals based on historical experience with Optum Insight’s customers. Optum Insight’s aggregate backlog as of December 31, 2022 was approximately $30.0 billion, of which $16.8 billion is expected to be realized within the next 12 months. The aggregate backlog includes $10.7 billion related to affiliated agreements. 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

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. Optum Rx serves the growing pharmacy needs of people with behavioral health and substance use disorders. 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 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 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

Through its health benefits offerings, UnitedHealthcare is enabling better health, creating a better health care experience for its customers and helping to control rising health care costs. UnitedHealthcare’s market position is built on:

•strong local-market relationships;

•the breadth of product offerings, based upon extensive expertise in distinct market segments in health care;

•service and advanced technology, including digital consumer engagement;

•competitive medical and operating cost positions;

•effective clinical engagement; and

•innovation for customers and consumers.

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, 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. See further discussion of our regulatory environment below under “Government Regulation” and in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

UnitedHealthcare Employer & Individual

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

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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. 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. 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 major product families include consumer engagement products, such as high-deductible consumer driven benefit plans and a variety of innovative consumer centric products; traditional products; clinical and pharmacy products; and specialty benefits, such as vision, dental, hearing, accident protection, critical illness, disability and hospital indemnity offerings.

UnitedHealthcare Medicare & Retirement

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

Major product categories include:

Medicare Advantage. 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; demographic factors such as age, gender and institutionalized status; and the health status of the individual. UnitedHealthcare Medicare & Retirement served 7.1 million people through its Medicare Advantage products as of December 31, 2022.

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 nearly 2.3 million clinical preventive home care visits in 2022 to address unmet care opportunities and close gaps in care.

Medicare Part D. 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. 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.

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Medicare Supplement. 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.

UnitedHealthcare Community & State

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; Children’s Health Insurance Programs (CHIP); Dual SNPs (DSNPs); Long-Term Services and Supports (LTSS); Aged, Blind and Disabled; and other federal, state and community health care programs. 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 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. 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. UnitedHealthcare Community & State administers benefits for the unique needs of children, pregnant women, adults, seniors and those who are institutionalized or are nursing home eligible. These individuals often live in medically underserved areas and are less likely to have a consistent relationship with the medical community or a care provider. They also often face significant social and economic challenges.

GOVERNMENT REGULATION

Our businesses are subject to comprehensive U.S. federal and state and international laws and regulations. We are regulated by agencies which generally have discretion to issue regulations and interpret and enforce laws and rules. U.S. 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.

U.S. Federal Laws and Regulation

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. CMS regulates our UnitedHealthcare businesses and certain aspects of our Optum businesses. Payments by CMS to our businesses are subject to regulations, including those governing fee-for-service and the submission of information relating to the health status of enrollees for purposes of determining the amounts of certain payments to us. CMS also has the right to audit our performance to determine our compliance with CMS contracts and regulations and the quality of care we provide to Medicare beneficiaries. 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, 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.

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. Certain of our operations are subject to regulation under the administrative simplification provisions of the Health Insurance Portability and Accountability Act of 1996, as amended (HIPAA), which apply to both the group and individual health insurance markets, including self-funded employee benefit plans. Federal regulations related to HIPAA contain minimum standards for electronic transactions and code sets and for the privacy and security of protected health information.

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Our businesses must comply with the Health Information Technology for Economic and Clinical Health Act (HITECH) which regulates matters relating to privacy, security and data standards. HITECH imposes requirements on uses and disclosures of health information; includes contracting requirements for HIPAA business associate agreements; extends parts of HIPAA privacy and security provisions to business associates; adds federal data breach notification requirements for covered entities and business associates and reporting requirements to HHS and the Federal Trade Commission (FTC) and, in some cases, to the local media; strengthens enforcement and imposes higher financial penalties for HIPAA violations and, in certain cases, imposes criminal penalties for individuals, including employees. In the conduct of our business, depending on the circumstances, we may act as either a covered entity or a business associate.

The use and disclosure of individually identifiable health data by our businesses are also regulated in some instances by other federal laws, including the Gramm-Leach-Bliley Act (GLBA) or state statutes implementing GLBA. These federal laws and state statutes generally require insurers to provide customers with notice regarding how their non-public personal health and financial information is used and the opportunity to “opt out” of certain disclosures before the insurer shares such information with a third party, and generally prescribe safeguards for the protection of personal information. Neither the GLBA nor HIPAA privacy regulations preempt more stringent state laws and regulations, which may apply to us, as discussed below. Federal consumer protection laws may also apply in some instances to privacy and security practices related to personally identifiable information.

ERISA. The Employee Retirement Income Security Act of 1974, as amended (ERISA), regulates how our services are provided to or through certain types of employer-sponsored health benefit plans. ERISA is a set of laws and regulations subject to interpretation by the U.S. Department of Labor (DOL) as well as the federal courts. ERISA sets forth standards on how our business units may do business with employers who sponsor employee health benefit plans, particularly those who maintain self-funded plans. Regulations established by the DOL subject us to additional requirements for administration of benefits, claims payment and member appeals under health care plans governed by ERISA.

State Laws and Regulation

Health Care Regulation. Our insurance and HMO subsidiaries must be licensed by the jurisdictions in which they conduct business. All of the states in which our subsidiaries offer insurance and HMO products regulate those products and operations. The states require periodic financial reports and establish minimum capital or restricted cash reserve requirements. The National Association of Insurance Commissioners (NAIC) has adopted model regulations, which require expanded governance practices and risk and solvency assessment reporting. Most states have adopted these or similar measures to expand the scope of regulations relating to corporate governance and internal control activities of HMOs and insurance companies. We are required to maintain a risk management framework and file a confidential self-assessment report with state insurance regulators. We file reports annually with Connecticut, our lead regulator, and with New York, as required by the state’s regulation.

Our health plans and insurance companies are regulated under state insurance holding company regulations. 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. These laws may restrict the ability of our regulated subsidiaries to pay dividends to our holding companies.

Some of our business activity is subject to other health care-related regulations and requirements, including PPO, Managed Care Organization (MCO), utilization review (UR), TPA, pharmacy care services, durable medical equipment or care provider-related regulations and licensure requirements. These regulations differ from state to state and may contain network, contracting, product and rate, licensing and financial and reporting requirements. 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. Certain of our businesses are subject to state general agent, broker and sales distribution laws and regulations. UnitedHealthcare Community & State and certain of our Optum businesses are subject to regulation by state Medicaid agencies which oversee the provision of benefits to our Medicaid and CHIP beneficiaries and to our beneficiaries dually eligible for Medicare and Medicaid. We also contract with state governmental entities and are subject to state laws and regulations relating to the award, administration and performance of state government contracts.

State Privacy and Security Regulations. 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

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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. Different approaches to state privacy and insurance regulation and varying enforcement philosophies may materially and adversely affect our ability to standardize our products and services across state lines. See Part I, Item 1A, “Risk Factors” for a discussion of the risks related to compliance with state privacy and security regulations.

Corporate Practice of Medicine and Fee-Splitting Laws. Certain of our businesses function as direct medical service providers and, as such, are subject to additional laws and regulations. Some states have corporate practice of medicine laws prohibiting specific types of entities from practicing medicine or employing physicians to practice medicine. Moreover, some states prohibit certain entities from engaging in fee-splitting practices, which involve sharing in the fees or revenues of a professional practice. These prohibitions may be statutory or regulatory, or may be imposed through judicial or regulatory interpretation. The laws, regulations and interpretations in certain states have been subject to limited judicial and regulatory interpretation and are subject to change.

Pharmacy and Pharmacy Benefits Management (PBM) Regulations

Optum Rx’s businesses include home delivery, specialty and compounding pharmacies, as well as clinic-based pharmacies which must be licensed as pharmacies in the states in which they are located. Certain of our pharmacies must also register with the U.S. Drug Enforcement Administration (DEA) and individual state controlled substance authorities to dispense controlled substances. In addition to adhering to the laws and regulations in the states where our pharmacies are located, we also are required to comply with laws and regulations in some non-resident states where we deliver pharmaceuticals, including those requiring us to register with the board of pharmacy in the non-resident state. These non-resident states generally expect our pharmacies to follow the laws of the state in which the pharmacies are located, but some non-resident states also require us to comply with their laws where pharmaceuticals are delivered. Additionally, certain of our pharmacies which participate in programs for Medicare and state Medicaid providers are required to comply with applicable Medicare and Medicaid provider rules and regulations. Other laws and regulations affecting our pharmacies include federal and state statutes and regulations governing the labeling, packaging, advertising and adulteration of prescription drugs and dispensing of controlled substances. See Part I, Item 1A, “Risk Factors” for a discussion of the risks related to our pharmacy care services businesses.

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. With respect to formulary services, a number of government entities, including CMS, HHS and state departments of insurance, regulate the administration of prescription drug benefits offered through federal or state exchanges. 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) 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. 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.

Consumer Protection Laws

Certain of our businesses participate in direct-to-consumer activities and are subject to regulations applicable to online communications and other general consumer protection laws and regulations such as the Federal Tort Claims Act, the Federal Postal Service Act and the FTC’s Telemarketing Sales Rule. Most states also have similar consumer protection laws.

Certain laws, such as the Telephone Consumer Protection Act, give the FTC, the Federal Communications Commission (FCC) and state attorneys general the ability to regulate, and bring enforcement actions relating to, telemarketing practices and certain automated outbound contacts such as phone calls, texts or emails. Under certain circumstances, these laws may provide consumers with a private right of action. Violations of these laws could result in substantial statutory penalties and other sanctions.

Banking Regulation

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

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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. In the event of unfavorable examination results from any of these agencies, the bank could become subject to increased operational expenses and capital requirements, enhanced governmental oversight and monetary penalties.

Non-U.S. Regulation

Certain of our businesses operate internationally and are subject to regulation in the jurisdictions in which they are organized or conduct business. These regulatory regimes vary from jurisdiction to jurisdiction. In addition, our non-U.S. businesses and operations are subject to U.S. 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.

COMPETITION

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; use of technology; consumer and provider engagement and satisfaction; and sales, marketing and pricing. See Part I, Item 1A, “Risk Factors” for additional discussion of our risks related to competition.

INTELLECTUAL PROPERTY RIGHTS

We have obtained trademark registration for the UnitedHealth Group, Optum and UnitedHealthcare names and logos. We own registrations for certain of our other trademarks in the United States and abroad. We hold a portfolio of patents and have patent applications pending from time to time. We are not substantially dependent on any single patent or group of related patents.

Unless otherwise noted, trademarks appearing in this report are trademarks owned by us. We disclaim any proprietary interest in the marks and names of others.

HUMAN CAPITAL RESOURCES

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 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, improve health outcomes and advance health equity. 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 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 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; leadership development; careers; learning and skills; and systems and processes. We strive to maintain a sustainable and diverse talent pipeline by building strong strategic partnerships and outreach through early career programs, internships and apprenticeships. We support career coaching, mentorship and accelerated leadership development programs to ensure mobility and advancement for our diverse talent. To foster an engaged workforce and an inclusive culture, we invest in a broad array of learning and culture development programs. We rely on a shared leadership framework, which clearly and objectively defines our expectations, enables an environment where everyone has the opportunity to learn and grow, and helps us identify, develop and deploy talent to help achieve our mission.

We prioritize pay equity by regularly evaluating and reviewing our compensation practices by gender, ethnicity and race. 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 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.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following sets forth certain information regarding our executive officers as of February 24, 2023, including the business experience of each executive officer during the past five years:

Name	Age	Position
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.

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.

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.

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Additional Information

Our executive offices are located at UnitedHealth Group Center, 9900 Bren Road East, Minnetonka, Minnesota 55343; our telephone number is (952) 936-1300.

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

ITEM 1A.    RISK FACTORS

CAUTIONARY STATEMENTS

The statements, estimates, projections or outlook contained in this Annual Report on Form 10-K include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA). When used in this Annual Report on Form 10-K and in future filings by us with the SEC, in our news releases, presentations to securities analysts or investors, and in oral statements made by or with the approval of one of our executive officers, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “forecast,” “outlook,” “plan,” “project,” “should” or similar words or phrases are intended to identify such forward-looking statements. These statements are intended to take advantage of the “safe harbor” provisions of the PSLRA. These forward-looking statements involve risks and uncertainties which may cause our actual results to differ materially from the expectations expressed or implied in the forward-looking statements. Any forward-looking statement in this report speaks only as of the date of this report and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances, including unanticipated events, after the date of this report.

The following discussion contains cautionary statements regarding our business, which investors and others should consider. We do not undertake to address in future filings or communications regarding our business or results of operations how any of these factors may have caused our results to differ from discussions or information contained in previous filings or communications. In addition, any of the matters discussed below may have affected past, as well as current, forward-looking statements about future results. Any or all forward-looking statements in this Annual Report on Form 10-K and in any other SEC filings or public statements we make may turn out to be wrong. Our forward-looking statements can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Many factors discussed below will be important in determining our future results. By their nature, forward-looking statements are not guarantees of future performance or results and are subject to risks, uncertainties and assumptions which are difficult to predict or quantify.

Risks Related to Our Business and Our Industry

If we fail to estimate, price for and manage our medical costs or set benefit designs in an effective manner, the profitability of our risk-based products and services could decline and could materially and adversely affect our results of operations, financial position and cash flows.

Through our risk-based benefit products, we assume the risk of both medical and administrative costs for our customers in return for monthly premiums. We generally use approximately 80% to 85% of our premium revenues to pay the costs of health care services delivered to these customers. The profitability of our products depends in large part on our ability to predict, price for and effectively manage medical costs. Our Optum Health business also enters into fully accountable value-based arrangements with payers. Premium revenues from risk-based products comprise nearly 80% of our total consolidated revenues. If we fail to predict accurately, or effectively price for or manage, the costs of providing care under risk-based arrangements, our results of operations could be materially and adversely affected.

We manage medical costs through underwriting criteria, product design, negotiation of competitive provider contracts and care management programs. Total medical costs are affected by the number of individual services rendered, the cost of each service and the type of service rendered. Our premium revenue on commercial policies and Medicaid contracts is typically based on a fixed monthly rate per individual or family served for a 12-month period and is generally priced one to six months before the contract commences. Our revenue on certain Medicare policies is based on bids submitted to CMS in June of the year before the contract year. Our premium revenue on fully accountable value-based care products at Optum Health is typically based on a fixed monthly rate per individual served. Although we base the commercial, Medicaid and value-based premiums we charge and our Medicare bids on our estimates of future medical costs over the fixed contract period, many factors may cause actual costs to exceed those estimated and reflected in premiums or bids. These factors may include medical cost inflation, increased use of services, increased cost of individual services, costs to deliver care, large-scale medical emergencies, the potential effects of climate change, pandemics, the introduction of new or costly drugs, treatments and technology, new treatment guidelines, newly mandated benefits or other regulatory changes and insured population characteristics. For Optum Health’s fully accountable value-based care, our inability to provide higher-quality outcomes and better experiences at lower costs or our

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inability to integrate our care delivery models could impact our results of operations, financial positions and cash flows. Relatively small differences between predicted and actual medical costs or utilization rates as a percentage of revenues can result in significant changes in our financial results.

In addition, the financial results we report for any particular period include estimates of costs incurred for which claims are still outstanding. These estimates involve an extensive degree of judgment. If these estimates prove inaccurate, our results of operations could be materially and adversely affected.

If we fail to maintain properly the integrity or availability of our data or successfully consolidate, integrate, upgrade or expand our existing information systems, or if our technology products do not operate as intended, our business could be materially and adversely affected.

Our business depends on the integrity and timeliness of the data we use to serve our members, customers and health care professionals and to operate our business. If the data we rely upon to run our businesses is found to be inaccurate or unreliable or if we fail to maintain or protect our information systems and data integrity effectively, we could experience failures in our health, wellness and information technology products; lose existing customers; have difficulty attracting new customers; experience problems in determining medical cost estimates and establishing appropriate pricing; have difficulty preventing, detecting and controlling fraud; have disputes with customers, physicians and other health care professionals; become subject to regulatory sanctions, penalties, investigations or audits; incur increases in operating expenses; or suffer other adverse consequences.

The volume of health care data generated, and the uses of data, including electronic health records, are rapidly expanding. Our ability to implement new and innovative services, automate and deploy new technologies to simplify administrative processes and clinical decision making, price our products and services adequately, provide effective service to our customers and consumers in an efficient and uninterrupted fashion, provide timely payments to care providers, and report accurately our results of operations depends on the integrity of the data in our information systems. In addition, connectivity among technologies is becoming increasingly important and recent trends toward greater consumer engagement in health care require new and enhanced technologies, including more sophisticated applications for mobile devices. Our information systems require an ongoing commitment of significant resources to maintain, protect and enhance existing systems and develop new systems to keep pace with continuing changes in information processing technology, evolving systems and regulatory standards and changing customer preferences.

We periodically consolidate, integrate, upgrade and expand our information systems’ capabilities as a result of technology initiatives, recently enacted regulations, changes in our system platforms and integration of new business acquisitions. Our process of consolidating the number of systems we operate, upgrading and expanding our information systems’ capabilities, enhancing our systems and developing new systems to keep pace with continuing changes in information processing technology may not be successful. Failure to protect, consolidate and integrate our systems successfully could result in higher than expected costs and diversion of management’s time and energy, which could materially and adversely affect our results of operations, financial position and cash flows.

Certain of our businesses sell and install software products which may contain unexpected design defects or may encounter unexpected complications during installation or when used with other technologies utilized by the customer. A failure of our technology products to operate as intended and in a seamless fashion with other products could materially and adversely affect our results of operations, financial position and cash flows.

Uncertain and rapidly evolving U.S. federal and state, non-U.S. and international laws and regulations related to health data and the health information technology market may alter the competitive landscape or present compliance challenges and could materially and adversely affect the configuration of our information systems and platforms, and our ability to compete in this market.

If we or third parties we rely on sustain cyber-attacks or other privacy or data security incidents resulting in security breaches disrupting our operations or resulting in the unintended dissemination of protected personal information or proprietary or confidential information, we could suffer a loss of revenue and increased costs, exposure to significant liability, reputational harm and other serious negative consequences.

We routinely process, store and transmit large amounts of data in our operations, including protected personal information subject to privacy, security or data breach notification laws, as well as proprietary or confidential information relating to our business or third parties. Some of the data we process, store and transmit may be outside of the United States due to our information technology systems and international business operations. We are regularly the target of attempted cyber-attacks and other security threats and may be subject to breaches of the information technology systems we use. We have programs in place to detect, contain and respond to data security incidents and provide employee awareness training regarding phishing, malware and other cyber risks to protect against cyber risks and security breaches. However, because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and are increasing in

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sophistication, we may be unable to anticipate these techniques, detect breaches for long periods of time or implement adequate preventive measures. Experienced computer programmers and hackers may be able to penetrate our security controls and access, misappropriate or otherwise compromise protected personal information or proprietary or confidential information or that of third parties, create system disruptions or cause system shutdowns, negatively affecting our operations. They also may be able to develop and deploy viruses, worms and other malicious software programs attacking our systems or otherwise exploit any security vulnerabilities. Hardware, software, or applications we develop or procure from third parties may contain defects in design or manufacture or other problems which could unexpectedly compromise information security. Our facilities and services may also be vulnerable to security incidents or security attacks; acts of vandalism or theft; coordinated attacks by activist entities; financial fraud schemes; misplaced or lost data; human error; malicious social engineering; or other events which could negatively affect our systems, our customers’ data, proprietary or confidential information relating to our business or third parties, or our operations. Moreover, there has been an increase in new financial fraud schemes and ransomware attacks on large companies, whereby cybercriminals install malicious software preventing users or the enterprise from accessing computer files, systems or networks and demand payment of a ransom for return of access. In addition, there may be a heightened vulnerability due to the lack of physical supervision and on-site infrastructure for remote workforce operations. In certain circumstances we may rely on third-party vendors to process, store and transmit large amounts of data for our business whose operations are subject to similar risks.

The costs to eliminate or address the foregoing security threats and vulnerabilities before or after a cyber-incident could be material. We have business continuation and resiliency plans which are maintained, updated and tested regularly in an effort to ensure successful containment and remediation of potential disruptions or cyber events. In the event that our remediation efforts may not be successful, it could result in interruptions, delays, or cessation of service and loss of existing or potential customers. In addition, breaches of our security measures and the unauthorized dissemination of sensitive personal information, proprietary information or confidential information about us or our customers or other third parties, could expose our customers’ private information and our customers to the risk of financial or medical identity theft, or expose us or other third parties to a risk of loss or misuse of this information, result in litigation and liability, including regulatory penalties, for us, damage our brand and reputation, or otherwise harm our business.

If we fail to compete effectively to maintain or increase our market share, including maintaining or increasing enrollments in businesses providing health benefits, our results of operations, financial position and cash flows could be materially and adversely affected.

Our businesses face significant competition in all of the geographic markets in which we operate. In particular geographies or product segments, our competitors, compared to us, may have greater capabilities, resources or market share; a more established reputation; superior supplier or health care professional arrangements; better existing business relationships; lower profit margin or financial return expectations; or other factors which give such competitors a competitive advantage. Our competitive position may also be adversely affected by significant merger and acquisition activity in the industries in which we operate, both among our competitors and suppliers. Consolidation may make it more difficult for us to retain or increase our customer base, improve the terms on which we do business with our suppliers, or maintain or increase profitability.

In addition, our success in the health care marketplace depends on our ability to develop and deliver innovative and potentially disruptive products and services to satisfy evolving market demands. If we do not continue to innovate and provide products and services, which are useful and relevant to health care payers, consumers and our customers, we may not remain competitive and risk losing market share to existing competitors and disruptive new market entrants. For example, new direct-to-consumer business models from competing businesses may make it more difficult for us to directly engage consumers in the selection and management of their health care benefits and health care usage. We may face challenges from new technologies and market entrants which could affect our existing relationship with health plan enrollees in these areas. Any failure by us to continue to develop innovative care models, including accelerating the transition of care to value-based models achieving higher quality outcomes and better experiences at lower costs and expanding access to virtual and in-home care, could result in competitive disadvantages and loss of market share. Additionally, our competitive position could be adversely affected by a failure to develop satisfactory data and analytics capabilities or provide services focused on these capabilities to our clients. Our business, results of operations, financial position and cash flows also could be materially and adversely affected if we do not compete effectively in our markets, if we set rates too high or too low in highly competitive markets, if we do not design and price our products properly and competitively, if we are unable to innovate and deliver products and services demonstrating value to our customers, if we do not provide a satisfactory level of services, if membership or demand for other services does not increase as we expect or declines, or if we lose accounts with more profitable products while retaining or increasing membership in accounts with less profitable products. The expected resumption of Medicaid redeterminations may also impact our ability to maintain market share if we are unable to retain or add new consumers to other benefit offerings.

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If we fail to develop and maintain satisfactory relationships with health care payers, physicians, hospitals and other service providers, our business could be materially and adversely affected.

We depend substantially on our continued ability to contract with health care payers (as a service provider to those payers), as well as physicians, hospitals, pharmaceutical benefit service providers, pharmaceutical manufacturers and other service providers at competitive prices. If we fail to develop and maintain satisfactory relationships with health care providers, whether in-network or out-of-network, it could materially and adversely affect our business, results of operations, financial position and cash flows. In addition, certain activities related to network design, provider participation in networks and provider payments could result in disputes, which may be costly, divert management’s attention from our operations and result in negative publicity.

In any particular market, physicians and health care providers could refuse to contract with us, demand higher payments, or take other actions which could result in higher medical costs, less desirable products for customers or difficulty meeting regulatory or accreditation requirements. In some markets, certain health care providers, particularly hospitals, physician and hospital organizations or multi-specialty physician groups, may have significant market positions or near monopolies which could diminish our bargaining power. In addition, Accountable Care Organizations (ACOs); physician group management services organizations (which aggregate physician practices for administrative efficiency); and other organizational structures adopted by physicians, hospitals and other care providers may change the way in which these providers do business with us and may change the competitive landscape. Such organizations or groups of physicians may compete directly with us, which could adversely affect our business, and our results of operations, financial position and cash flows by impacting our relationships with these providers or affecting the way we price our products and estimate our costs, which might require us to incur costs to change our operations. In addition, if these providers refuse to contract with us, use their market position to negotiate favorable contracts or place us at a competitive disadvantage, our ability to market products or to be profitable in those areas could be materially and adversely affected.

Our health care benefits businesses have risk-based arrangements with some physicians, hospitals and other health care providers. These arrangements limit our exposure to the risk of increasing medical costs, but expose us to risk related to the adequacy of the financial and medical care resources of the health care provider. To the extent a risk-based health care provider organization faces financial difficulties or otherwise is unable to perform its obligations under the arrangement, we may be held responsible for unpaid health care claims which should have been the responsibility of the health care provider and for which we have already paid the provider. Further, payment or other disputes between a primary care provider and specialists with whom the primary care provider contracts could result in a disruption in the provision of services to our members or a reduction in the services available to our members. Health care providers with which we contract may not properly manage the costs of services, maintain financial solvency or avoid disputes with other providers. Any of these events could have a material adverse effect on the provision of services to our members and our operations.

Some providers that render services to our members do not have contracts with us. In some instances, those providers may dispute the payment for these services and may institute litigation or arbitration.

The success of some of our businesses, including Optum Health and UnitedHealthcare Employer & Individual’s international operations, depends on maintaining satisfactory relationships with physicians as our employees, independent contractors or joint venture partners. The physicians who practice medicine or contract with our affiliated physician organizations could terminate their provider contracts or otherwise become unable or unwilling to continue practicing medicine or contracting with us. We face and will likely continue to face heightened competition to acquire or manage physician practices or to employ or contract with individual physicians. If we are unable to maintain or grow satisfactory relationships with physicians, or to acquire, recruit or, in some instances, employ physicians, or to retain enrollees following the departure of a physician, our revenues could be materially and adversely affected. In addition, our affiliated physician organizations contract with competitors of UnitedHealthcare. Our businesses could suffer if our affiliated physician organizations fail to maintain relationships with these companies, or fail to adequately price their contracts with these third-party payers.

Further, physicians, hospitals, pharmaceutical benefit service providers, pharmaceutical manufacturers and certain health care providers are customers of our Optum businesses. Physicians also provide medical services at facilities owned by our Optum businesses. Given the importance of health care providers and other constituents to our businesses, failure to maintain satisfactory relationships with them could materially and adversely affect our results of operations, financial position and cash flows.

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We are routinely subject to various legal actions, which could damage our reputation and, if resolved unfavorably, could result in substantial penalties or monetary damages and materially and adversely affect our results of operations, financial position and cash flows.

We are routinely made party to a variety of legal actions related to, among other matters, the design, management and delivery of our product and service offerings. Any failure by us to adhere to the laws and regulations applicable to our businesses could subject us to civil and criminal penalties.

Legal actions to which we are a party have included or in the future could include matters related to health care benefits coverage and payment of claims (including disputes with enrollees, customers and contracted and non-contracted physicians, hospitals and other health care professionals), tort claims (including claims related to the delivery of health care services, such as medical malpractice by staff at our affiliates’ facilities, or by health care practitioners who are employed by us, have contractual relationships with us, or serve as providers to our managed care networks, including as a result of a failure to adhere to applicable clinical, quality and/or patient safety standards), antitrust claims (including as a result of changes in the enforcement of antitrust laws), whistleblower claims (including claims under the False Claims Act or similar statutes), contract and labor disputes, tax claims and claims related to disclosure of certain business practices. In addition, certain of our pharmacy services operations are subject to clinical quality, patient safety and other risks inherent in the dispensing, packaging and distribution of drugs, including claims related to purported dispensing and other operational errors. We may also be party to certain class action lawsuits brought by health care professional groups and consumers. We operate in jurisdictions outside of the United States where contractual rights, tax positions and applicable regulations may be subject to interpretation or uncertainty to a greater degree than in the United States, and therefore subject to dispute by customers, government authorities or others.

We are largely self-insured with regard to litigation risks, including claims of medical malpractice against our affiliated physicians and us. Although we record liabilities for our estimates of the probable costs resulting from self-insured matters, it is possible the level of actual losses will significantly exceed the liabilities recorded. Additionally, physicians and other healthcare providers have become subject to an increasing number of legal actions alleging medical malpractice and general professional liabilities. Even in states that have imposed caps on damages for such actions, litigants are seeking recoveries under new theories of liability that might not be subject to the caps on damages. These actions involve significant defense costs and could result in substantial monetary damages or damage to our reputation.

We cannot predict the outcome of significant legal actions in which we are involved. We incur expenses to resolve these matters and current and future legal actions could further increase our cost of doing business and materially and adversely affect our results of operations, financial position and cash flows. Moreover, certain legal actions could result in adverse publicity which could damage our reputation and materially and adversely affect our ability to retain our current business or grow our market share in some markets and businesses.

If we fail to successfully manage our strategic alliances, to complete, manage or integrate acquisitions and other significant strategic transactions or relationships domestically or outside the United States it could materially and adversely affect our business, prospects, results of operations, financial position and cash flows.

As part of our business strategy, we frequently engage in discussions with third parties regarding possible investments, acquisitions, divestitures, strategic alliances, joint ventures and outsourcing transactions and often enter into agreements relating to such transactions. For example, we have a strategic alliance with AARP under which we provide AARP-branded Medicare Supplement insurance to AARP members and other AARP-branded products and services to Medicare beneficiaries. If we fail to meet the needs of our alliance or joint venture partners, including by developing additional products and services, providing high levels of service, pricing our products and services competitively or responding effectively to applicable federal and state regulatory changes, our alliances and joint ventures could be damaged or terminated, which in turn could adversely impact our reputation, business and results of operations. Further, governmental actions, such as actions by the FTC or DOJ, may affect our ability to complete our merger and acquisition transactions, which could adversely affect our future growth. If we fail to identify and successfully complete transactions to meet our strategic objectives, we may be required to expend resources to develop products and technology internally, be placed at a competitive disadvantage or we may be adversely affected by negative market perceptions, any of which may have a material adverse effect on our results of operations, financial position or cash flows.

Successful acquisitions are also dependent on effectively integrating the acquired business into our existing operations, including our internal control environment and culture, or otherwise leveraging its operations which may present challenges different from those presented by organic growth and may be difficult for us to manage. In addition, even with appropriate diligence, pre-acquisition practices of an acquired business may expose us to legal challenges and investigations. For example, in January 2021, an indictment for alleged violations of antitrust laws was issued by the DOJ against our subsidiary, Surgical Care Affiliates (SCA), based on conduct alleged to have begun more than five years prior to our acquisition of SCA. We are vigorously defending this lawsuit, but if SCA is found liable, we may be subject to criminal fines or reputational harm. If we

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cannot successfully integrate our acquired businesses and realize contemplated revenue growth opportunities, cost savings and other synergies, our business, prospects, results of operations, financial position and cash flows could be materially and adversely affected.

As we expand and operate our business outside of the United States, we are presented with challenges differing from those presented by acquisitions of domestic businesses, including challenges in adapting to new markets, languages, business, labor and cultural practices and regulatory environments. Adapting to these challenges could require us to devote significant senior management attention and other resources to the acquired businesses before we realize anticipated synergies or other benefits from those businesses. These challenges vary widely by country and, outside of the United States, may include political instability, government intervention, discriminatory regulation and currency exchange controls or other restrictions, which could prevent us from transferring funds from these operations out of the countries in which our acquired businesses operate, or converting local currencies we hold into U.S. dollars or other currencies. If we are unable to manage successfully our non-U.S. acquisitions, our business, prospects, results of operations and financial position could be materially and adversely affected.

Foreign currency exchange rates and fluctuations may have an impact on our shareholders’ equity from period to period, which could adversely affect our debt to debt-plus-equity ratio, and our future revenues, costs and cash flows from international operations. Any measures we may implement to reduce the effect of volatile currencies may be costly or ineffective.

We are subject to risks associated with public health crises arising from large-scale medical emergencies, pandemics, natural disasters and other extreme events, which have and could have an adverse effect on our business, results of operations, financial condition and financial performance.

Large-scale medical emergencies, pandemics (such as COVID-19) and other extreme events could result in public health crises or otherwise have a material adverse effect on our business operations, cash flows, financial conditions and results of operations. For example, disruptions in public and private infrastructure resulting from such events could increase our operating costs and ability to provide services to our clients and customers. Additionally, as a result of these events, the premiums and fees we charge may not be sufficient to cover our medical and administrative costs, deferred medical care could be sought in future periods at potentially higher acuity levels, we could experience reduced demand for our services, our clinical and non-clinical workforce could be impacted resulting in reduced capacity to handle demand for care or otherwise impact our business operations. For example, COVID-19 has materially impacted our results of operations in previous periods. Public health crises arising from natural disasters, such as wildfires, hurricanes, and snowstorms, or effects of climate change could impact our business operations and result in increased medical care costs. Government enaction of emergency powers in response to public health crises could disrupt our business operations, including by restricting pharmaceuticals or other supplies, and could increase the risk of shortages of necessary items.

Our sales performance will suffer if we do not adequately attract, retain and provide support to a network of independent producers and consultants.

Our products and services are sold in part through nonexclusive producers and consultants and we compete for their services and allegiance. Our sales could be materially and adversely affected if we are unable to attract, retain and support independent producers and consultants or if our sales strategy is not appropriately aligned across distribution channels. Our relationships with producers could be materially and adversely impacted by changes in our business practices and the nature of our relationships to address these pressures, including potential reductions in commission levels.

Unfavorable economic conditions could materially and adversely affect our revenues and our results of operations.

Unfavorable economic conditions may impact demand for certain of our products and services. Unfavorable economic conditions also have caused and could continue to cause employers to stop offering certain health care coverage as an employee benefit or elect to offer this coverage on a voluntary, employee-funded basis to reduce their operating costs. In addition, unfavorable economic conditions could adversely impact our ability to increase premiums or result in the cancellation by certain customers of our products and services. These conditions could lead to a decrease in people served and premium and fee revenues and could materially and adversely affect our results of operations, financial position and cash flows.

During a prolonged unfavorable economic environment, state and federal budgets could be materially and adversely affected, resulting in reduced reimbursements or payments in our federal and state government health care coverage programs, including Medicare, Medicaid and CHIP. A reduction in state Medicaid reimbursement rates could be implemented retroactively to apply to payments already negotiated or received from the government and could materially and adversely affect our results of operations, financial position and cash flows. In addition, state and federal budgetary pressures could cause the affected governments to impose new or a higher level of taxes or assessments for our commercial programs, such as premium taxes on health insurance and surcharges or fees on select fee-for-service and capitated medical claims. Any of these developments or actions could materially and adversely affect our results of operations, financial position and cash flows.

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A prolonged unfavorable economic environment could also adversely impact the financial position of hospitals and other care providers which could materially and adversely affect our contracted rates with these parties and increase our medical costs or materially and adversely affect their ability to purchase our service offerings. Further, unfavorable economic conditions could adversely impact the customers of our Optum businesses, including health plans, hospitals, care providers, employers and others which could, in turn, materially and adversely affect Optum’s financial results.

Our failure to attract, develop, retain, and manage the succession of key employees and executives could adversely affect our business, results of operations and future performance.

We are dependent on our ability to attract, develop and retain qualified employees and executives, including those with diverse backgrounds, experiences and skills, to operate and expand our business. If we are unable to attract, develop, retain and effectively manage the development and succession plans for key employees and executives, our business, results of operations and future performance could be adversely affected. Experienced and highly skilled employees and executives in the health care and technology industries are in high demand and the market for their services is extremely competitive. We may have difficulty in replacing key executives because of the limited number of qualified individuals in these industries with the breadth of skills and experience required to operate and successfully expand our business. Adverse changes to our corporate culture, which seeks to foster integrity, compassion, relationships, innovation and performance, could harm our business operations and our ability to retain key employees and executives. While we have development and succession plans in place for our key employees and executives, these plans do not guarantee that the services of our key employees and executives will continue to be available to us.

Our investment portfolio may suffer losses which could adversely affect our results of operations, financial position and cash flows.

Market fluctuations could impair our profitability and capital position. Volatility in interest rates affects our interest income and the market value of our investments in debt securities of varying maturities which constitute the vast majority of the fair value of our investments as of December 31, 2022. In addition, a delay in payment of principal or interest by issuers, or defaults by issuers (primarily issuers of our investments in corporate and municipal bonds), could reduce our investment income and require us to write down the value of our investments which could adversely affect our profitability and equity.

Our investments may not produce total positive returns and we may sell investments at prices which are less than their carrying values. Changes in the value of our investment assets, as a result of interest rate fluctuations, changes in issuer financial or market conditions, illiquidity or otherwise, could have an adverse effect on our equity. In addition, if it should become necessary for us to liquidate our investment portfolio on an accelerated basis, such an action could have an adverse effect on our results of operations and the capital position of our regulated subsidiaries.

If the value of our intangible assets is materially impaired, our results of operations, equity and credit ratings could be materially and adversely affected.

As of December 31, 2022, our goodwill and other intangible assets had a carrying value of $108 billion, representing 44% of our total consolidated assets. We periodically evaluate our goodwill and other intangible assets to determine whether all or a portion of their carrying values may be impaired, in which case a charge to earnings may be necessary. The value of our goodwill may be materially and adversely impacted if businesses we acquire perform in a manner inconsistent with our assumptions. In addition, from time to time we divest businesses, and any such divestiture could result in significant asset impairment and disposition charges, including those related to goodwill and other intangible assets. Any future evaluations requiring an impairment of our goodwill and other intangible assets could materially and adversely affect our results of operations and equity in the period in which the impairment occurs. A material decrease in equity could, in turn, adversely affect our credit ratings.

If we are not able to protect our proprietary rights to our databases, software and related products, our ability to market our knowledge and information-related businesses could be hindered and our results of operations, financial position and cash flows could be materially and adversely affected.

We rely on our agreements with customers, confidentiality agreements with employees and third parties, and our trademarks, trade secrets, copyrights and patents to protect our proprietary rights. These legal protections and precautions may not prevent misappropriation of our proprietary information. In addition, substantial litigation regarding intellectual property rights exists in the software industry, and we expect software products to be increasingly subject to third-party infringement claims as the number of products and competitors in this industry segment grows. Such litigation and misappropriation of our proprietary information could hinder our ability to market and sell products and services which could materially and adversely affect our results of operations, financial position and cash flows.

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Any downgrades in our credit ratings could adversely affect our business, financial condition and results of operations.

Claims paying ability, financial strength and debt ratings by nationally recognized statistical rating organizations are important factors in establishing the competitive position of insurance companies. Ratings information is broadly disseminated and generally used by customers and creditors. We believe our claims paying ability and financial strength ratings are important factors in marketing our products to certain of our customers. Our credit ratings impact both the cost and availability of future borrowings. Each of the credit rating agencies reviews its ratings periodically. Our ratings reflect each credit rating agency’s opinion of our financial strength, operating performance and ability to meet our debt obligations or obligations to policyholders. We may not be able to maintain our current credit ratings in the future. Any downgrades in our credit ratings could materially increase our costs of or ability to access funds in the debt capital markets and otherwise materially increase our operating costs.

Risks Related to the Regulation of Our Business

Our business activities in the United States and other countries are highly regulated and new laws or regulations or changes in existing laws or regulations or their enforcement or application could materially and adversely affect our business.

We are regulated by federal, state and local governments in the United States and other countries where we do business. Our insurance and HMO subsidiaries must be licensed by and are subject to regulation in the jurisdictions in which they conduct business. For example, states require periodic financial reports and enforce minimum capital or restricted cash reserve requirements. Health plans and insurance companies are also regulated under state insurance holding company regulations and some of our activities may be subject to other health care-related regulations and requirements, including regulations and licensure requirements related to PPOs, MCOs, UR and TPAs. Under state guaranty association laws, certain insurance companies can be assessed (up to prescribed limits) for certain obligations to the policyholders and claimants of impaired or insolvent insurance companies which write the same line or similar lines of business. Any such assessment could expose our insurance entities and other insurers to the risk they would be required to pay a portion of an impaired or insolvent insurance company’s claims through state guaranty associations.

Certain of our businesses provide products or services to government agencies. For example, some of our Optum and UnitedHealthcare businesses hold government contracts or provide services related to government contracts and are subject to U.S. federal and state and non-U.S. self-referral, anti-kickback, medical necessity, risk adjustment, false claims and other laws and regulations governing government contractors and the use of government funds. Our relationships with these government agencies are subject to the terms of our contracts with the agencies and to laws and regulations regarding government contracts. Among others, certain laws and regulations restrict or prohibit companies from performing work for government agencies which might be viewed as an actual or potential conflict of interest. These laws may limit our ability to pursue and perform certain types of engagements, thereby materially and adversely affecting our results of operations, financial position and cash flows.

Certain of our Optum businesses are also subject to regulations distinct from those faced by our insurance and HMO subsidiaries, some of which could impact our relationships with physicians, hospitals and customers. These regulations include state telemedicine regulations; debt collection laws; banking regulations; distributor and producer licensing requirements; state corporate practice of medicine doctrines; fee-splitting rules; and health care facility licensure and certificate of need requirements. These risks and uncertainties may materially and adversely affect our ability to market or provide our products and services, or to achieve targeted operating margins, or may increase the regulatory burdens under which we operate.

The laws and rules governing our businesses and interpretations of those laws and rules are subject to frequent change. For example, legislative, administrative and public policy changes to the ACA have been and likely will continue to be considered, and we cannot predict if the ACA will be further modified. Litigation challenges have been brought seeking to invalidate the ACA in whole or in part and future litigation challenges are possible. Further, the integration of entities we acquire into our businesses may affect the way in which existing laws and rules apply to us, including by subjecting us to laws and rules which did not previously apply to us. The broad latitude given to the agencies administering, interpreting and enforcing current and future regulations governing our businesses could force us to change how we do business, restrict revenue and enrollment growth, increase our health care and administrative costs and capital requirements, or expose us to increased liability in courts for coverage determinations, contract interpretation and other actions.

We also must obtain and maintain regulatory approvals to market many of our products and services, increase prices for certain regulated products and services and complete certain acquisitions and dispositions or integrate certain acquisitions. For example, premium rates for our health insurance and managed care products are subject to regulatory review or approval in many states and by the federal government. Additionally, we must submit data on proposed rate increases to HHS on many of our products for monitoring purposes. Geographic and product expansions of our businesses may be subject to state and federal regulatory approvals. Delays in obtaining necessary approvals or our failure to obtain or maintain adequate approvals could materially and adversely affect our results of operations, financial position and cash flows.

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We currently operate outside of the United States and in the future may acquire or commence additional businesses based outside of the United States, increasing our exposure to non-U.S. regulatory regimes. Our failure to comply with U.S. or non-U.S. laws and regulations governing our conduct outside the United States or to establish constructive relations with non-U.S. regulators could adversely affect our ability to market our products and services or to do so at targeted operating margins, which may have a material adverse effect on our business, financial condition and results of operations. Non-U.S. regulatory regimes, which vary by jurisdiction, encompass, among other matters, local and cross-border taxation, licensing, tariffs, intellectual property, investment, capital (including minimum solvency margin and reserve requirements), management control, labor, anti-fraud, anti-corruption and privacy and data protection regulations (including requirements for cross-border data transfers). For example, our UnitedHealthcare Employer & Individual international business subjects us to Brazilian laws and regulations affecting hospitals, managed care and insurance industries and to regulation by Brazilian regulators, including the national regulatory agency for private health insurance and plans, the Agência Nacional de Saúde Suplementar, while our Banmédica business is subject to Chilean, Colombian and Peruvian laws, regulations and regulators applicable to hospitals and private insurance. Any international regulator may take an approach to the interpretation, implementation and enforcement of industry regulations which could differ from the approach taken by U.S. regulators. In addition, our non-U.S. businesses and operations are subject to U.S. laws regulating the conduct and activities of U.S.-based businesses operating abroad, such as the 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.

The health care industry is regularly subject to negative publicity, including as a result of governmental investigations, adverse media coverage and political debate surrounding industry regulation. Negative publicity may adversely affect our stock price and damage our reputation in various markets.

As a result of our participation in various government health care programs, both as a payer and as a service provider to payers, we are exposed to additional risks associated with program funding, enrollments, payment adjustments, audits and government investigations which could materially and adversely affect our business, results of operations, financial position and cash flows.

We participate in various federal, state and local government health care benefit programs, including as a payer in Medicare Advantage, Medicare Part D, various Medicaid programs and CHIP, and receive substantial revenues from these programs. Certain of our Optum businesses also provide services to payers participating in government health care programs. A reduction or less than expected increase, or a protracted delay, in government funding for these programs or change in allocation methodologies, or termination of the contract at the option of the government, may materially and adversely affect our results of operations, financial position and cash flows.

The government health care programs in which we participate generally are subject to frequent changes, including changes which may reduce the number of persons enrolled or eligible for coverage, reduce the amount of reimbursement or payment levels, reduce our participation in certain service areas or markets, or increase our administrative or medical costs under such programs. Revenues for these programs depend on periodic funding from the federal government or applicable state governments and allocation of the funding through various payment mechanisms. Funding for these government programs depends on many factors outside of our control, including general economic conditions and budgetary constraints at the federal or applicable state level. For example, CMS has in the past reduced or frozen Medicare Advantage benchmarks and additional cuts to Medicare Advantage benchmarks are possible. In addition, from time to time, CMS makes changes to the way it calculates Medicare Advantage risk adjustment payments. Although we have adjusted members’ benefits and premiums on a selective basis, ceased to offer benefit plans in certain counties, and intensified both our medical and operating cost management in response to the benchmark reductions and other funding pressures, these or other strategies may not fully address the funding pressures in the Medicare Advantage program. In addition, payers in the Medicare Advantage program may be subject to reductions in payments from CMS as a result of decreased funding or recoupment pursuant to government audit. States have also made changes in rates and reimbursements for Medicaid members and audits can result in unexpected recoupments.

Under the Medicaid managed care program, state Medicaid agencies solicit bids from eligible health plans to continue their participation in the acute care Medicaid health programs. If we are not successful in obtaining renewals of state Medicaid managed care contracts, we risk losing the members who were enrolled in those Medicaid plans. Under the Medicare Part D program, to qualify for automatic enrollment of low income members, our bids must result in an enrollee premium below a regional benchmark, which is calculated by the government after all regional bids are submitted. If the enrollee premium is not below the government benchmark, we risk losing the members who were auto-assigned to us and will not have additional members auto-assigned to us. In general, our bids are based upon certain assumptions regarding enrollment, utilization, medical costs and other factors. If any of these assumptions is materially incorrect, either as a result of unforeseen changes to the programs on which we bid, implementation of material program or policy changes after our bid submission, or submission by our competitors at lower rates than our bids, our results of operations, financial position and cash flows could be materially and adversely affected.

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Many of the government health care coverage programs we participate in are subject to the prior satisfaction of certain conditions or performance standards or benchmarks. For example, as part of the ACA, CMS has a system providing various quality bonus payments to Medicare Advantage plans meeting certain quality star ratings at the individual plan or local contract level. The star rating system considers various measures adopted by CMS, including, among others, quality of care, preventive services, chronic illness management, handling of appeals and customer satisfaction. Plans must have a rating of four stars or higher to qualify for bonus payments. If we do not maintain or continue to improve our star ratings, our plans may not be eligible for quality bonuses and we may experience a negative impact on our revenues and the benefits our plans can offer, which could materially and adversely affect the marketability of our plans, number of people we serve, and our results of operations, financial position and cash flows. Any changes in standards or care delivery models applying to government health care programs, including Medicare and Medicaid, or our inability to improve our quality scores and star ratings to meet government performance requirements or to match the performance of our competitors could result in limitations to our participation in or exclusion from these or other government programs, which in turn could materially and adversely affect our results of operations, financial position and cash flows.

CMS uses various payment mechanisms to allocate funding for Medicare programs, including adjustment of monthly capitation payments to Medicare Advantage plans and Medicare Part D plans according to the predicted health status of each beneficiary as supported by data from health care providers for Medicare Advantage plans, as well as, for Medicare Part D plans, risk-sharing provisions based on a comparison of costs forecasted in our annual bids to actual prescription drug costs. Some state Medicaid programs utilize a similar process. For example, our UnitedHealthcare Medicare & Retirement and UnitedHealthcare Community & State businesses submit information relating to the health status of enrollees to CMS or state agencies for purposes of determining the amount of certain payments to us. CMS and the Office of Inspector General for HHS periodically perform risk adjustment data validation (RADV) audits of selected Medicare health plans to validate the coding practices of and supporting documentation maintained by health care providers. Certain of our local plans have been selected for such audits, which in the past have resulted and in the future could result in retrospective adjustments to payments made to our health plans, fines, corrective action plans or other adverse action by CMS.

We have been involved, and in the future may become involved in routine, regular and special governmental investigations, audits, reviews and assessments. Such investigations, audits, reviews or assessments sometimes arise out of, or prompt claims by private litigants or whistleblowers who, among other allegations, may claim we failed to disclose certain business practices or, as a government contractor, submitted false or erroneous claims to the government. Governmental investigations, audits, reviews and assessments could lead to government actions, which have resulted in, and in the future could result in, adverse publicity, the assessment of damages, civil or criminal fines or penalties, or other sanctions, including restrictions or changes in the way we conduct business, loss of licensure or exclusion from participation in government programs, any of which could have a material adverse effect on our business, results of operations, financial position and cash flows.

Our pharmacy care services businesses face regulatory and operational risks and uncertainties which may differ from the risks of our other businesses.

We provide pharmacy care services through our Optum Rx and UnitedHealthcare businesses. Each business is subject to federal and state anti-kickback, beneficiary inducement and other laws governing the relationships of the business with pharmaceutical manufacturers, physicians, pharmacies, customers and consumers. In addition, federal and state legislatures regularly consider new regulations for the industry which could materially affect current industry practices, including potential new legislation and regulations regarding the receipt or disclosure of rebates and other fees from pharmaceutical companies, the development and use of formularies and other utilization management tools, the use of average wholesale prices or other pricing benchmarks, pricing for specialty pharmaceuticals, limited access to networks and pharmacy network reimbursement methodologies. Further, various governmental agencies have conducted and continue to conduct investigations and studies into certain PBM practices, which have resulted and may result in PBMs agreeing to civil penalties, including the payment of money and entry into corporate integrity agreements, or could materially and adversely impact the PBM business model. As a provider of pharmacy benefit management services, Optum Rx is also subject to an increasing number of licensure, registration and other laws and accreditation standards. Optum Rx conducts business through home delivery, specialty and compounding pharmacies, pharmacies located in community mental health centers and home infusion, which subjects it to extensive federal, state and local laws and regulations, including those of the DEA and individual state controlled substance authorities, the Food and Drug Administration (FDA) and Boards of Pharmacy.

We could face potential claims in connection with purported errors by our home delivery, specialty or compounding or clinic-based pharmacies or the provision of home infusion services, claims related to the inherent risks in the packaging and distribution of pharmaceuticals and other health care products. Disruptions from any of our home delivery, specialty pharmacy or home infusion services could materially and adversely affect our results of operations, financial position and cash flows.

In addition, our pharmacy care services businesses provide services to sponsors of health benefit plans subject to ERISA. A private party or the DOL, which is the agency that enforces ERISA, could assert the fiduciary obligations imposed by the

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statute apply to some or all of the services provided by our pharmacy care services businesses even where those businesses are not contractually obligated to assume fiduciary obligations. If a court were to determine such fiduciary obligations apply, we could be subject to claims for breaches of fiduciary obligations or claims we entered into certain prohibited transactions.

If we fail to comply with applicable privacy, security and data laws, regulations and standards, including with respect to third-party service providers utilizing protected personal information on our behalf, our business, reputation, results of operations, financial position and cash flows could be materially and adversely affected.

The collection, maintenance, protection, use, transmission, disclosure and disposal of protected personal information are regulated at the federal, state, international and industry levels and addressed in requirements imposed on us by contracts with customers. These laws, rules and requirements are subject to change. Compliance with new privacy and security laws, regulations and requirements may result in increased operating costs, and may constrain or require us to alter our business model or operations.

Internationally, many of the jurisdictions in which we operate have established their own data security and privacy legal framework with which we or our customers must comply. We expect there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection and information security in the European Union, Brazil, Chile, India and other jurisdictions, and we cannot yet determine the impacts such future laws, regulations and standards may have on our businesses or the businesses of our customers. For example, the European Union’s General Data Protection Regulation (GDPR) imposes more stringent European Union data protection requirements on us or our customers, and prescribes greater penalties for noncompliance. Brazilian privacy legislation, similar in certain respects to GDPR, took effect in September 2020.

Many of our businesses are also subject to the Payment Card Industry Data Security Standard, which is a multifaceted security standard designed to protect payment card account data.

HIPAA requires business associates as well as covered entities to comply with certain privacy and security requirements. While we provide for appropriate protections through our contracts with our third-party service providers and in certain cases assess their security controls, we have limited oversight or control over their actions and practices. Several of our businesses act as business associates to their covered entity customers and, as a result, collect, use, disclose and maintain protected personal information in order to provide services to these customers. HHS administers its audit program to assess HIPAA compliance efforts by covered entities and business associates. An audit resulting in findings or allegations of noncompliance could have a material adverse effect on our results of operations, financial position and cash flows.

Through our Optum businesses, we maintain a database of administrative and clinical data statistically de-identified in accordance with HIPAA standards. Noncompliance or findings of noncompliance with applicable laws, regulations or requirements, or the occurrence of any privacy or security breach involving the misappropriation, loss or other unauthorized disclosure of protected personal information, whether by us or by one of our third-party service providers, could have a material adverse effect on our reputation and business and, among other consequences, could subject us to mandatory disclosure to the media, loss of existing or new customers, significant increases in the cost of managing and remediating privacy or security incidents, and material fines, penalties and litigation awards. Any of these consequences could have a material and adverse effect on our results of operations, financial position and cash flows.

Restrictions on our ability to obtain funds from our regulated subsidiaries could materially and adversely affect our results of operations, financial position and cash flows.

Because we operate as a holding company, we are dependent on dividends and administrative expense reimbursements from our subsidiaries to fund our obligations. Many of these subsidiaries are regulated by state departments of insurance or similar regulatory authorities. We are also required by law or regulation to maintain specific prescribed minimum amounts of capital in these subsidiaries. The levels of capitalization required depend primarily on the volume of premium revenues generated by the applicable subsidiary. In most states, we are required to seek approval by state regulatory authorities before we transfer money or pay dividends from our regulated subsidiaries exceeding specified amounts. An inability of our regulated subsidiaries to pay dividends to their parent companies in the desired amounts or at the time of our choosing could adversely affect our ability to reinvest in our business through capital expenditures or business acquisitions, as well as our ability to maintain our corporate quarterly dividend payment, repurchase shares of our common stock and repay our debt. If we are unable to obtain sufficient funds from our subsidiaries to fund our obligations, our results of operations, financial position and cash flows could be materially and adversely affected.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

None.

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ITEM 2.    PROPERTIES

We own and lease real properties to support our business operations in the United States and other countries. Our reportable segments use these facilities for their respective business purposes, and we believe the current facilities are suitable for their respective uses and are adequate for our anticipated future needs.

ITEM 3.    LEGAL PROCEEDINGS

The information required by this Item 3 is incorporated herein by reference to the information set forth under the captions “Legal Matters” and “Governmental Investigations, Audits and Reviews” in Note 12 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data”

ITEM 4.    MINE SAFETY DISCLOSURES

Not Applicable.

PART II

ITEM 5.    MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET AND HOLDERS

Our common stock is traded on the New York Stock Exchange (NYSE) under the symbol UNH. On January 31, 2023, there were 10,260 holders of record of our common stock.

DIVIDEND POLICY

In June 2022, the Company’s Board of Directors increased the Company’s quarterly cash dividend to shareholders to an annual rate of $6.60 compared to $5.80 per share, which the Company had paid since June 2021. Declaration and payment of future quarterly dividends is at the discretion of the Board and may be adjusted as business needs or market conditions change.

ISSUER PURCHASES OF EQUITY SECURITIES

Issuer Purchases of Equity Securities (a)

Fourth Quarter 2022

For the Month Ended	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares That May Yet Be Purchased Under The Plans or Programs
	(in millions)			(in millions)	(in millions)
October 31, 2022	0.7	$	519.51	0.7	32.3
November 30, 2022	0.6	533.81		0.6	31.7
December 31, 2022	0.6	533.56		0.6	31.1
Total	1.9	$	528.87	1.9

(a)    In November 1997, our Board of Directors adopted a share repurchase program, which the Board evaluates periodically. In June 2018, the Board of Directors renewed our share repurchase program with an authorization to repurchase up to 100 million shares of our common stock in open market purchases or other types of transactions (including prepaid or structured repurchase programs). There is no established expiration date for the program.

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PERFORMANCE GRAPH

The following performance graph compares the cumulative five-year total return to shareholders on our common stock relative to the cumulative total returns of the S&P Health Care Index, the Dow Jones US Industrial Average Index and the S&P 500 Index for the five-year period ended December 31, 2022. The comparisons assume the investment of $100 on December 31, 2017 in our common stock and in each index, and dividends were reinvested when paid.

	12/17		12/18		12/19		12/20		12/21		12/22
UnitedHealth Group	$	100.00	$	114.52	$	137.41	$	166.55	$	241.85	$	258.65
S&P Health Care Index	100.00		106.47		128.64		145.93		184.07		180.47
Dow Jones US Industrial Average	100.00		96.52		120.98		132.75		160.55		149.53
S&P 500 Index	100.00		95.62		125.72		148.85		191.58		156.89

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

ITEM 6.     [Reserved]

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ITEM 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read together with the accompanying Consolidated Financial Statements and Notes to the Consolidated Financial Statements thereto included in Part II Item 8, “Financial Statements and Supplementary Data.” Readers are cautioned the statements, estimates, projections or outlook contained in this report, including discussions regarding financial prospects, economic conditions, trends and uncertainties contained in this Item 7, may constitute forward-looking statements within the meaning of the PSLRA. These forward-looking statements involve risks and uncertainties which may cause our actual results to differ materially from the expectations expressed or implied in the forward-looking statements. A description of some of the risks and uncertainties can be found further below in this Item 7 and in Part I, Item 1A, “Risk Factors.”

Discussions of year-over-year comparisons between 2021 and 2020 are not included in this Form 10-K and can be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Form 10-K for the fiscal year ended December 31, 2021.

EXECUTIVE OVERVIEW

General

UnitedHealth Group is a diversified health care company with a mission to help people live healthier lives and help make the health system work better for everyone. Our two complementary businesses — Optum and UnitedHealthcare — are driven by this unified mission and vision to improve health care access, affordability, experiences and outcomes for the individuals and organizations we are privileged to serve.

We have four reportable segments across our two business platforms, Optum and UnitedHealthcare:

•Optum Health;

•Optum Insight;

•Optum Rx; and

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

Further information on our business and reportable segments is presented in Part I, Item 1, “Business” and inNote 14 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.”

Business Trends

Our businesses participate in the United States, South America and certain other international health markets. In the United States, health care spending has grown consistently for many years and comprises 18% of gross domestic product (GDP). We expect overall spending on health care to continue to grow in the future, due to inflation, medical technology and pharmaceutical advancement, regulatory requirements, demographic trends in the population and national interest in health and well-being. The rate of market growth may be affected by a variety of factors, including macroeconomic conditions, which could impact our results of operations, including our continued efforts to control health care costs.

Pricing Trends. To price our health care benefits, products and services, we start with our view of expected future costs, including inflation and labor market dynamics. We frequently evaluate and adjust our approach in each of the local markets we serve, considering relevant factors, such as product positioning, price competitiveness and environmental, competitive, legislative and regulatory considerations, including minimum medical loss ratio (MLR) thresholds and similar revenue adjustments. We will continue seeking to balance growth and profitability across all these dimensions.

The commercial risk market remains highly competitive in the small group, large group and individual segments. We expect broad-based competition to continue as the industry adapts to individual and employer needs.

Medicare Advantage funding continues to be pressured, as discussed below in “Regulatory Trends and Uncertainties.”

In Medicaid, we believe the payment rate environment creates the risk of continued downward pressure on Medicaid margin percentages. We continue to take a prudent, market-sustainable posture for both new business and maintenance of existing relationships. We continue to advocate for actuarially sound rates commensurate with our medical cost trends and we remain dedicated to partnering with those states that are committed to the long-term viability of their programs.

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Medical Cost Trends. Our medical cost trends primarily relate to changes in unit costs; care activity; and prescription drug costs. We endeavor to mitigate those increases by engaging physicians and consumers with information and helping them make clinically sound choices, with the objective of helping them achieve high-quality, affordable care.

Medicaid Redeterminations. In December 2022, Congress passed the 2023 Omnibus Appropriations bill that allows states to resume Medicaid redeterminations beginning in April 2023. Redeterminations will result in a decline in people served through our Medicaid business and an expected increase in people served through our commercial and exchange-based offerings as we endeavor to ensure that people have continued access to benefits.

Delivery System and Payment Modernization. The health care market continues to change based on demographic shifts, new regulations, political forces and both payer and patient expectations. Health plans and care providers are being called upon to work together to close gaps in care and improve overall care quality and patient experience, improve the health of populations and reduce costs. We are working to accelerate this vision through the innovation and integration of our care delivery models including in clinic, in-home, behavioral and virtual care, and by using our data and analytics to provide clinicians with the necessary information in order to provide the best possible care in the most cost efficient setting. We continue to see a greater number of people enrolled in fully accountable value-based plans rewarding high-quality, affordable care and fostering collaboration.

This trend is creating needs for health management services which can coordinate care around the primary care physician, including new primary care channels, and for investments in new clinical and administrative information and management systems, which we believe provide growth opportunities for our Optum business platform.

Regulatory Trends and Uncertainties

Following is a summary of management’s view of the trends and uncertainties related to regulatory matters. For additional information regarding regulatory trends and uncertainties, see Part I, Item 1 “Business - Government Regulation” and Item 1A, “Risk Factors.”

Medicare Advantage Rates. Medicare Advantage rate notices over the years have at times resulted in industry base rates well below industry forward medical trend. For example, the February 2023 Advance Notice for 2024 rates would result in an industry base rate decrease, well short of what is an increasing industry forward medical cost trend, creating continued pressure in the Medicare Advantage program. Further, proposed substantial revisions to the risk adjustment model, which serves to adjust rates to reflect a patient’s health status and care resource needs, would result in reduced funding and benefits for people, especially those with some of the greatest health and social challenges.

As a result of ongoing Medicare funding pressures, there are adjustments we can make to partially offset these rate pressures and reductions for a particular period. For example, we can seek to intensify our medical and operating cost management, make changes to the size and composition of our care provider networks, adjust member benefits and implement or increase the member premiums supplementing the monthly payments we receive from the government. Additionally, we decide annually on a county-by-county basis where we will offer Medicare Advantage plans.

SELECTED OPERATING PERFORMANCE ITEMS

The following represents a summary of select 2022 year-over-year operating comparisons to 2021.

•Consolidated revenues increased by 13%, UnitedHealthcare revenues increased 12% and Optum revenues grew 17%.

•UnitedHealthcare served nearly 1.1 million more people, led by growth in community-based and senior offerings.

•Earnings from operations increased by 19%, including an increase of 20% at UnitedHealthcare and 17% at Optum.

•Diluted earnings per common share increased 17% to $21.18.

•Cash flows from operations were $26.2 billion.

•Return on equity was 27.2%.

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RESULTS SUMMARY

The following table summarizes our consolidated results of operations and other financial information:

(in millions, except percentages and per share data)		For the Years Ended December 31,												Change
	2022				2021				2020				2022 vs. 2021
Revenues:
Premiums		$	257,157			$	226,233			$	201,478			$	30,924		14	%
Products		37,424				34,437				34,145				2,987			9
Services		27,551				24,603				20,016				2,948			12
Investment and other income		2,030				2,324				1,502				(294)			(13)
Total revenues		324,162				287,597				257,141				36,565			13
Operating costs:
Medical costs		210,842				186,911				159,396				23,931			13
Operating costs		47,782				42,579				41,704				5,203			12
Cost of products sold		33,703				31,034				30,745				2,669			9
Depreciation and amortization		3,400				3,103				2,891				297			10
Total operating costs		295,727				263,627				234,736				32,100			12
Earnings from operations		28,435				23,970				22,405				4,465			19
Interest expense		(2,092)				(1,660)				(1,663)				(432)			26
Earnings before income taxes		26,343				22,310				20,742				4,033			18
Provision for income taxes		(5,704)				(4,578)				(4,973)				(1,126)			25
Net earnings		20,639				17,732				15,769				2,907			16
Earnings attributable to noncontrolling interests		(519)				(447)				(366)				(72)			16
Net earnings attributable to UnitedHealth Group common shareholders		$	20,120			$	17,285			$	15,403			$	2,835		16	%
Diluted earnings per share attributable to UnitedHealth Group common shareholders		$	21.18			$	18.08			$	16.03			$	3.10		17	%
Medical care ratio (a)		82.0		%		82.6		%		79.1		%		(0.6)		%
Operating cost ratio		14.7				14.8				16.2				(0.1)
Operating margin		8.8				8.3				8.7				0.5
Tax rate		21.7				20.5				24.0				1.2
Net earnings margin (b)		6.2				6.0				6.0				0.2
Return on equity (c)		27.2		%		25.2		%		24.9		%		2.0		%

________

(a)Medical care ratio (MCR) is calculated as medical costs divided by premium revenue.

(b)Net earnings margin attributable to UnitedHealth Group common shareholders.

(c)Return on equity is calculated as net earnings attributable to UnitedHealth Group common shareholders divided by average shareholders’ equity. Average shareholders’ equity is calculated using the shareholders’ equity balance at the end of the preceding year and the shareholders’ equity balances at the end of each of the four quarters of the year presented.

2022 RESULTS OF OPERATIONS COMPARED TO 2021 RESULTS

Consolidated Financial Results

Revenues

The increases in revenues were primarily driven by growth in the number of people served through Medicare Advantage and Medicaid, pricing trends and growth across the Optum businesses.

Medical Costs and MCR

Medical costs increased due to growth in people served. The MCR decreased due to COVID-19 effects, partially offset by decreased prior years favorable development and business mix.

Operating Cost Ratio

The operating cost ratio decreased primarily due to productivity gains, partially offset by investments and business mix.

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Reportable Segments

See Note 14 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data ” for more information on our segments. We utilize various metrics to evaluate and manage our reportable segments, including individuals served by UnitedHealthcare by major market segment and funding arrangement, people served by Optum Health and adjusted scripts for Optum Rx. These metrics are the main drivers of revenue, earnings and cash flows at each business. The metrics also allow management and investors to evaluate and understand business mix, including the level and scope of services provided to people and pricing trends when comparing the metrics to revenue by segment.

The following table presents a summary of the reportable segment financial information:

	For the Years Ended December 31,									Change
(in millions, except percentages)	2022			2021			2020			2022 vs. 2021
Revenues
UnitedHealthcare	$	249,741		$	222,899		$	200,875		$	26,842		12	%
Optum Health	71,174			54,065			39,808			17,109			32
Optum Insight	14,581			12,199			10,802			2,382			20
Optum Rx	99,773			91,314			87,498			8,459			9
Optum eliminations	(2,760)			(2,013)			(1,800)			(747)			37
Optum	182,768			155,565			136,308			27,203			17
Eliminations	(108,347)			(90,867)			(80,042)			(17,480)			19
Consolidated revenues	$	324,162		$	287,597		$	257,141		$	36,565		13	%
Earnings from operations
UnitedHealthcare	$	14,379		$	11,975		$	12,359		$	2,404		20	%
Optum Health	6,032			4,462			3,434			1,570			35
Optum Insight	3,588			3,398			2,725			190			6
Optum Rx	4,436			4,135			3,887			301			7
Optum	14,056			11,995			10,046			2,061			17
Consolidated earnings from operations	$	28,435		$	23,970		$	22,405		$	4,465		19	%
Operating margin
UnitedHealthcare	5.8		%	5.4		%	6.2		%	0.4		%
Optum Health	8.5			8.3			8.6			0.2
Optum Insight	24.6			27.9			25.2			(3.3)
Optum Rx	4.4			4.5			4.4			(0.1)
Optum	7.7			7.7			7.4			—
Consolidated operating margin	8.8		%	8.3		%	8.7		%	0.5		%

UnitedHealthcare

The following table summarizes UnitedHealthcare revenues by business:

	For the Years Ended December 31,						Change
(in millions, except percentages)	2022		2021		2020		2022 vs. 2021
UnitedHealthcare Employer & Individual - Domestic	$	63,599	$	60,023	$	55,872	$	3,576	6	%
UnitedHealthcare Employer & Individual - Global (a)	8,668		8,345		7,752		323		4
UnitedHealthcare Employer & Individual - Total (a)	72,267		68,368		63,624		3,899		6
UnitedHealthcare Medicare & Retirement	113,671		100,552		90,764		13,119		13
UnitedHealthcare Community & State	63,803		53,979		46,487		9,824		18
Total UnitedHealthcare revenues	$	249,741	$	222,899	$	200,875	$	26,842	12	%

(a) On January 1, 2022, we realigned our operating segments to combine UnitedHealthcare Global and UnitedHealthcare Employer & Individual.

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The following table summarizes the number of individuals served by our UnitedHealthcare businesses, by major market segment and funding arrangement:

	December 31,			Change
(in thousands, except percentages)	2022	2021	2020	2022 vs. 2021
Commercial - domestic:
Risk-based	8,045	7,985	7,910	60	1	%
Fee-based	18,640	18,595	18,310	45	—
Total commercial - domestic	26,685	26,580	26,220	105	—
Medicare Advantage	7,105	6,490	5,710	615	9
Medicaid	8,170	7,655	6,620	515	7
Medicare Supplement (Standardized)	4,375	4,395	4,460	(20)	—
Total community and senior	19,650	18,540	16,790	1,110	6
Total UnitedHealthcare - domestic medical	46,335	45,120	43,010	1,215	3
Commercial - global	5,360	5,510	5,425	(150)	(3)
Total UnitedHealthcare - medical	51,695	50,630	48,435	1,065	2	%
Supplemental Data:
Medicare Part D stand-alone	3,295	3,700	4,045	(405)	(11)	%

Medicare Advantage increased due to growth in people served through individual and group Medicare Advantage plans. The increase in people served through Medicaid was primarily driven by states continuing to ease redetermination requirements and growth in people served through Dual Special Needs Plans.

UnitedHealthcare’s revenues increased due to growth in the number of people served through Medicare Advantage and Medicaid. Earnings from operations increased due to growth in people served and COVID-19 effects, partially offset by decreased prior years favorable development.

Optum

Total revenues and earnings from operations increased due to growth across the Optum businesses. The results by segment were as follows:

Optum Health

Revenues at Optum Health increased primarily due to organic growth in patients served under value-based care arrangements and business combinations. Earnings from operations increased due to organic growth in the number of people served under value-based care arrangements, cost management initiatives, asset dispositions and COVID-19 effects. Optum Health served approximately 102 million people as of December 31, 2022 compared to 100 million people as of December 31, 2021.

Optum Insight

Revenues and earnings from operations at Optum Insight increased due to growth in technology and managed services, with managed services revenue growth driven by business combinations and new health system partnerships.

Optum Rx

Revenues and earnings from operations at Optum Rx increased due to higher script volumes from growth in people served, increased utilization and organic growth in pharmacy care services, including community health, specialty and home delivery pharmacies. Earnings from operations also increased as a result of continued supply chain management initiatives. Optum Rx fulfilled 1,438 million and 1,368 million adjusted scripts in 2022 and 2021, respectively.

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LIQUIDITY, FINANCIAL CONDITION AND CAPITAL RESOURCES

Liquidity

Introduction

We manage our liquidity and financial position in the context of our overall business strategy. We continually forecast and manage our cash, investments, working capital balances and capital structure to meet the short-term and long-term obligations of our businesses while seeking to maintain liquidity and financial flexibility. Cash flows generated from operating activities are principally from earnings before noncash expenses.

Our regulated subsidiaries generate significant cash flows from operations and are subject to, among other things, minimum levels of statutory capital, as defined by their respective jurisdictions, and restrictions on the timing and amount of dividends paid to their parent companies.

Our U.S. regulated subsidiaries paid their parent companies dividends of $8.8 billion and $8.0 billion in 2022 and 2021, respectively. See Note 10 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for further detail concerning our regulated subsidiary dividends.

Our nonregulated businesses also generate significant cash flows from operations available for general corporate use. Cash flows generated by these entities, combined with dividends from our regulated entities and financing through the issuance of long-term debt as well as issuance of commercial paper or the ability to draw under our committed credit facilities, further strengthen our operating and financial flexibility. We use these cash flows to expand our businesses through acquisitions, reinvest in our businesses through capital expenditures, repay debt and return capital to our shareholders through dividends and repurchases of our common stock.

Summary of our Major Sources and Uses of Cash and Cash Equivalents

	For the Years Ended December 31,						Change
(in millions)	2022		2021		2020		2022 vs. 2021
Sources of cash:
Cash provided by operating activities	$	26,206	$	22,343	$	22,174	$	3,863
Issuances of long-term debt and short-term borrowings, net of repayments	12,536		2,481		2,586		10,055
Proceeds from common share issuances	1,253		1,355		1,440		(102)
Customer funds administered	5,548		622		1,677		4,926
Cash received for dispositions	3,414		15		221		3,399
Total sources of cash	48,957		26,816		28,098
Uses of cash:
Cash paid for acquisitions, net of cash assumed	(21,458)		(4,821)		(7,139)		(16,637)
Cash dividends paid	(5,991)		(5,280)		(4,584)		(711)
Common share repurchases	(7,000)		(5,000)		(4,250)		(2,000)
Purchases of property, equipment and capitalized software	(2,802)		(2,454)		(2,051)		(348)
Purchases of investments, net of sales and maturities	(6,837)		(1,843)		(2,836)		(4,994)
Purchases of redeemable noncontrolling interests	(176)		(1,338)		—		1,162
Other	(2,737)		(1,564)		(1,186)		(1,173)
Total uses of cash	(47,001)		(22,300)		(22,046)
Effect of exchange rate changes on cash and cash equivalents	34		(62)		(116)		96
Net increase in cash and cash equivalents	$	1,990	$	4,454	$	5,936	$	(2,464)

2022 Cash Flows Compared to 2021 Cash Flows

Increased cash flows provided by operating activities were primarily driven by changes in working capital accounts and increased net earnings. Other significant changes in sources or uses of cash year-over-year included increased net issuances of long-term debt, customer funds administered, primarily driven by Medicare Part D timing and increased HSA deposits, cash received for dispositions and decreased purchases of redeemable noncontrolling interests, partially offset by increased cash paid for acquisitions, net purchases of investments and common stock repurchases.

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Financial Condition

As of December 31, 2022, our cash, cash equivalent, available-for-sale debt securities and equity securities balances of $69.4 billion included $23.4 billion of cash and cash equivalents (of which $1.3 billion was available for general corporate use), $42.3 billion of debt securities and $3.7 billion of equity securities. Given the significant portion of our portfolio held in cash equivalents, we do not anticipate fluctuations in the aggregate fair value of our financial assets to have a material impact on our liquidity or capital position. Other sources of liquidity, primarily from operating cash flows and our commercial paper program, which is fully supported by our bank credit facilities, reduce the need to sell investments during adverse market conditions. See Note 4 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for further detail concerning our fair value measurements.

Our available-for-sale debt portfolio had a weighted-average duration of 4.0 years and a weighted-average credit rating of “Double A” as of December 31, 2022. When multiple credit ratings are available for an individual security, the average of the available ratings is used to determine the weighted-average credit rating.

Capital Resources and Uses of Liquidity

Cash Requirements. The Company’s cash requirements within the next twelve months include medical costs payable, accounts payable and accrued liabilities, short-term borrowings and current maturities of long-term debt, other current liabilities, and purchase commitments and other obligations. We expect the cash required to meet these obligations to be primarily generated through cash flows from current operations; cash available for general corporate use; and the realization of current assets, such as accounts receivable.

Our long-term cash requirements under our various contractual obligations and commitments include:

•Debt obligations. See Note 8 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statementsand Supplementary Data” for further detail of our long-term debt and the timing of expected future payments. Interest coupon payments are typically paid semi-annually.

•Operating leases. See Note 12 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statementsand Supplementary Data” for further detail of our obligations and the timing of expected future payments.

•Purchase and other obligations. These include $5.6 billion, $2.9 billion of which is expected to be paid within the next twelve months, of fixed or minimum commitments under existing purchase obligations for goods and services, including agreements cancelable with the payment of an early termination penalty, and remaining capital commitments for venture capital funds and other funding commitments. These amounts exclude agreements cancelable without penalty and liabilities to the extent recorded in our Consolidated Balance Sheets as of December 31, 2022.

•Other liabilities. These include other long-term liabilities reflected in our Consolidated Balance Sheets as of December 31, 2022, including obligations associated with certain employee benefit programs, unrecognized tax benefits and various long-term liabilities, which have some inherent uncertainty in the timing of these payments.

•Redeemable noncontrolling interests. See Note 2 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statementsand Supplementary Data” for further detail. We do not have any material expected redemptions in the next twelve months.

We expect the cash required to meet our long-term obligations to be primarily generated through future cash flows from operations. However, we also have the ability to generate cash to satisfy both our current and long-term requirements through the issuance of commercial paper, issuance of long-term debt, or drawing under our committed credit facilities or the ability to sell investments. We believe our capital resources are sufficient to meet future, short-term and long-term, liquidity needs.

Short-Term Borrowings. Our revolving bank credit facilities provide liquidity support for our commercial paper borrowing program, which facilitates the private placement of senior unsecured debt through independent broker-dealers, and are available for general corporate purposes. For more information on our commercial paper and bank credit facilities, see Note 8 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.”

Our revolving bank credit facilities contain various covenants, including covenants requiring us to maintain a defined debt to debt-plus-shareholders’ equity ratio of not more than 60%, subject to increase in certain circumstances set forth in the applicable credit agreement. As of December 31, 2022, our debt to debt-plus-shareholders’ equity ratio, as defined and calculated under the credit facilities, was 38%.

Long-Term Debt. Periodically, we access capital markets to issue long-term debt for general corporate purposes, such as to meet our working capital requirements, to refinance debt, to finance acquisitions or for share repurchases. For more information on our debt, see Note 8 of the Notes to the Consolidated Financial Statements included in Part II, Item 8 “Financial Statements and Supplementary Data.”

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Credit Ratings. Our credit ratings as of December 31, 2022 were as follows:

	Moody’s		S&P Global		Fitch		A.M. Best
	Ratings	Outlook	Ratings	Outlook	Ratings	Outlook	Ratings	Outlook
Senior unsecured debt	A3	Positive	A+	Stable	A	Stable	A	Stable
Commercial paper	P-2	n/a	A-1	n/a	F1	n/a	AMB-1+	n/a

The availability of financing in the form of debt or equity is influenced by many factors, including our profitability, operating cash flows, debt levels, credit ratings, debt covenants and other contractual restrictions, regulatory requirements and economic and market conditions. A significant downgrade in our credit ratings or adverse conditions in the capital markets may increase the cost of borrowing for us or limit our access to capital.

Share Repurchase Program. As of December 31, 2022, we had Board of Directors’ authorization to purchase up to 31 million shares of our common stock. For more information on our share repurchase program, see Note 10 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.”

Dividends. In June 2022, the Company’s Board of Directors increased the Company’s quarterly cash dividend to shareholders to an annual rate of $6.60 compared to $5.80 per share. For more information on our dividend, see Note 10 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.”

Pending Acquisitions. As of December 31, 2022, we have entered into agreements to acquire companies in the health care sector, most notably, LHC Group, Inc. (NASDAQ: LHCG), subject to regulatory approval and other customary closing conditions. The total anticipated capital required for these acquisitions, excluding the payoff of acquired indebtedness, is approximately $9 billion. We completed the acquisition of LHC Group, Inc. on February 22, 2023.

We do not have other significant contractual obligations or commitments requiring cash resources. However, we continually evaluate opportunities to expand our operations, which include internal development of new products, programs and technology applications and may include acquisitions.

CRITICAL ACCOUNTING ESTIMATES

Critical accounting estimates are those estimates requiring management to make challenging, subjective or complex judgments, often because they must estimate the effects of matters inherently uncertain and may change in subsequent periods. Critical accounting estimates involve judgments and uncertainties which are sufficiently sensitive and may result in materially different results under different assumptions and conditions.

Medical Costs Payable

Medical costs and medical costs payable include estimates of our obligations for medical care services rendered on behalf of consumers, but for which claims have either not yet been received or processed. Depending on the health care professional and type of service, the typical billing lag for services can be up to 90 days from the date of service. Approximately 90% of claims related to medical care services are known and settled within 90 days from the date of service.

In each reporting period, our operating results include the effects of more completely developed medical costs payable estimates associated with previously reported periods. If the revised estimate of prior period medical costs is less than the previous estimate, we will decrease reported medical costs in the current period (favorable development). If the revised estimate of prior period medical costs is more than the previous estimate, we will increase reported medical costs in the current period (unfavorable development). Medical costs in 2022, 2021 and 2020 included favorable medical cost development related to prior years of $410 million, $1.7 billion and $880 million, respectively.

In developing our medical costs payable estimates, we apply different estimation methods depending on the month for which incurred claims are being estimated. For example, for the most recent two months, we estimate claim costs incurred by applying observed medical cost trend factors to the average per member per month (PMPM) medical costs incurred in prior months for which more complete claim data is available, supplemented by a review of near-term completion factors.

Completion Factors. A completion factor is an actuarial estimate, based upon historical experience and analysis of current trends, of the percentage of incurred claims during a given period adjudicated by us at the date of estimation. Completion factors are the most significant factors we use in developing our medical costs payable estimates for periods prior to the most recent two months. Completion factors include judgments in relation to claim submissions such as the time from date of service to claim receipt, claim levels and processing cycles, as well as other factors. If actual claims submission rates from providers (which can be influenced by a number of factors, including provider mix and electronic versus manual submissions), actual care activity incurred (which can be influenced by pandemics or seasonal illnesses, such as influenza), or our claim processing patterns are different than estimated, our reserve estimates may be significantly impacted.

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The following table illustrates the sensitivity of these factors and the estimated potential impact on our medical costs payable estimates for those periods as of December 31, 2022:

Completion Factors<br>(Decrease) Increase in Factors	Increase (Decrease)<br>In Medical Costs Payable
	(in millions)
(0.75)%	$	765
(0.50)	508
(0.25)	254
0.25	(252)
0.50	(503)
0.75	(753)

Medical Cost Per Member Per Month Trend Factors. Medical cost PMPM trend factors are significant factors we use in developing our medical costs payable estimates for the most recent two months. Medical cost trend factors are developed through a comprehensive analysis of claims incurred in prior months, provider contracting and expected unit costs, benefit design and a review of a broad set of health care utilization indicators. These factors include but are not limited to pharmacy utilization trends, inpatient hospital authorization data and seasonal and other incidence data from the National Centers for Disease Control. We also consider macroeconomic variables such as GDP growth, employment and disposable income. A large number of factors can cause the medical cost trend to vary from our estimates, including: our ability and practices to manage medical and pharmaceutical costs, changes in level and mix of services utilized; mix of benefits offered, including the impact of co-pays and deductibles; changes in medical practices; and catastrophes, epidemics and pandemics.

The following table illustrates the sensitivity of these factors and the estimated potential impact on our medical costs payable estimates for the most recent two months as of December 31, 2022:

Medical Cost PMPM Quarterly Trend<br>Increase (Decrease) in Factors	Increase (Decrease)<br>In Medical Costs Payable
	(in millions)
3%	$	985
2	656
1	328
(1)	(328)
(2)	(656)
(3)	(985)

The completion factors and medical costs PMPM trend factors analyses above include outcomes considered reasonably likely based on our historical experience estimating liabilities for incurred but not reported benefit claims.

Management believes the amount of medical costs payable is reasonable and adequate to cover our liability for unpaid claims as of December 31, 2022; however, actual claim payments may differ from established estimates as discussed above. Assuming a hypothetical 1% difference between our December 31, 2022 estimates of medical costs payable and actual medical costs payable, excluding AARP Medicare Supplement Insurance and any potential offsetting impact from premium rebates, 2022 net earnings would have increased or decreased by approximately $215 million.

For more detail related to our medical cost estimates, see Note 2 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.”

Goodwill

We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change indicating the carrying value may not be recoverable. When testing goodwill for impairment, we may first assess qualitative factors to determine if it is more likely than not the carrying value of a reporting unit exceeds its estimated fair value. During a qualitative analysis, we consider the impact of changes, if any, to the following factors: macroeconomic, industry and market factors; cost factors; changes in overall financial performance; and any other relevant events and uncertainties impacting a reporting unit. If our qualitative assessment indicates a goodwill impairment is more likely than not, we perform additional quantitative analyses. We may also elect to skip the qualitative testing and proceed directly to the quantitative testing. For reporting units where a quantitative analysis is performed, we perform a test measuring the fair values of the reporting units and comparing them to their carrying values, including goodwill. If the fair value is less than the carrying value of the reporting unit, an impairment is recognized for the difference, up to the carrying amount of goodwill.

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We estimate the fair values of our reporting units using a discounted cash flow method which includes assumptions about a wide variety of internal and external factors. Significant assumptions used in the discounted cash flow method include financial projections of free cash flow, including revenue trends, medical costs trends, operating productivity, income taxes and capital levels; long-term growth rates for determining terminal value beyond the discretely forecasted periods; and discount rates. For each reporting unit, comparative market multiples are used to corroborate the results of our discounted cash flow test.

Financial projections and long-term growth rates used for our reporting units are consistent with, and use inputs from, our internal long-term business plan and strategies. Discount rates are determined for each reporting unit and include consideration of the implied risk inherent in their forecasts. Our most significant estimate in the discount rate determinations involves our adjustments to the peer company weighted average costs of capital reflecting reporting unit-specific factors. We have not made any adjustments to decrease a discount rate below the calculated peer company weighted average cost of capital for any reporting unit. Company-specific adjustments to discount rates are subjective and thus are difficult to measure with certainty. The passage of time and the availability of additional information regarding areas of uncertainty with respect to the reporting units’ operations could cause these assumptions to change in the future. Additionally, as part of our quantitative impairment testing, we perform various sensitivity analyses on certain key assumptions, such as discount rates and cash flow projections to analyze the potential for a material impact. As of October 1, 2022, we completed our annual impairment tests for goodwill with all of our reporting units having fair values substantially in excess of their carrying values.

LEGAL MATTERS

A description of our legal proceedings is presented in Note 12 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.”

CONCENTRATIONS OF CREDIT RISK

Investments in financial instruments such as marketable securities and accounts receivable may subject us to concentrations of credit risk. Our investments in marketable securities are managed under an investment policy authorized by our Board of Directors. This policy limits the amounts which may be invested in any one issuer and generally limits our investments to U.S. government and agency securities, state and municipal securities and corporate debt obligations of investment grade. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of employer groups and other customers constituting our client base. As of December 31, 2022, there were no significant concentrations of credit risk.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our primary market risks are exposures to changes in interest rates impacting our investment income and interest expense and the fair value of certain of our fixed-rate investments and debt, as well as foreign currency exchange rate risk of the U.S. dollar primarily to the Brazilian real and Chilean peso.

As of December 31, 2022, we had $31 billion of financial assets on which the interest rates received vary with market interest rates, which may significantly impact our investment income. Also as of December 31, 2022, $16 billion of our financial liabilities, which include debt and deposit liabilities, were at interest rates which vary with market rates, either directly or through the use of related interest rate swap contracts.

The fair value of our fixed-rate investments and debt also varies with market interest rates. As of December 31, 2022, $38 billion of our investments were fixed-rate debt securities and $43 billion of our debt was non-swapped fixed-rate term debt. An increase in market interest rates decreases the market value of fixed-rate investments and fixed-rate debt. Conversely, a decrease in market interest rates increases the market value of fixed-rate investments and fixed-rate debt.

We manage exposure to market interest rates by diversifying investments across different fixed-income market sectors and debt across maturities, as well as by matching a portion of our floating-rate assets and liabilities, either directly or through the use of interest rate swap contracts. Unrealized gains and losses on investments in available-for-sale debt securities are reported in comprehensive income.

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The following tables summarize the impact of hypothetical changes in market interest rates across the entire yield curve by 1% point or 2% points as of December 31, 2022 and 2021 on our investment income and interest expense per annum and the fair value of our investments and debt (in millions, except percentages):

	December 31, 2022
Increase (Decrease) in Market Interest Rate	Investment<br>Income Per<br>Annum		Interest<br>Expense Per<br>Annum		Fair Value of<br>Financial Assets		Fair Value of<br>Financial Liabilities
2 %	$	629	$	327	$	(3,390)	$	(7,365)
1	314		164		(1,746)		(4,002)
(1)	(314)		(135)		1,838		4,808
(2)	(629)		(266)		3,746		10,641
	December 31, 2021
Increase (Decrease) in Market Interest Rate	Investment<br>Income Per<br>Annum		Interest<br>Expense Per<br>Annum		Fair Value of<br>Financial Assets		Fair Value of<br>Financial Liabilities
2%	$	499	$	133	$	(3,080)	$	(8,664)
1	250		67		(1,564)		(4,723)
(1)	(85)		(7)		1,398		5,655
(2)	(85)		(7)		1,857		10,892

Note: The impact of hypothetical changes in interest rates may not reflect the full 100 or 200 basis point change on interest income and interest expense or on the fair value of financial assets and liabilities as the rates are assumed to not fall below zero.

We have an exposure to changes in the value of foreign currencies, primarily the Brazilian real and the Chilean peso, to the U.S. dollar in translation of UnitedHealthcare Employer & Individual’s international business operating results at the average exchange rate over the accounting period, and assets and liabilities at the exchange rate at the end of the accounting period. The gains or losses resulting from translating foreign assets and liabilities into U.S. dollars are included in equity and comprehensive income.

An appreciation of the U.S. dollar against the Brazilian real or Chilean peso reduces the carrying value of the net assets denominated in those currencies. For example, as of December 31, 2022, a hypothetical 10% and 25% increase in the value of the U.S. dollar against those currencies would have caused a reduction in net assets of approximately $560 million and $1.2 billion, respectively. We manage exposure to foreign currency earnings risk primarily by conducting our international business operations in their functional currencies.

As of December 31, 2022, we had $3.7 billion of investments in equity securities, primarily consisting of investments in employee savings plan related investments, other venture investments and non-U.S. dollar fixed-income funds. Valuations in non-U.S. dollar funds are subject to foreign exchange rates.

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ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No34)	35
Consolidated Balance Sheets	37
Consolidated Statements of Operations	38
Consolidated Statements of Comprehensive Income	39
Consolidated Statements of Changes in Equity	40
Consolidated Statements of Cash Flows	41
Notes to the Consolidated Financial Statements	42
1. Description of Business	42
2. Basis of Presentation, Use of Estimates and Significant Accounting Policies	42
3. Investments	47
4. Fair Value	48
5. Property, Equipment and Capitalized Software	51
6. Goodwill and Other Intangible Assets	51
7. Medical Costs Payable	52
8. Short-Term Borrowings and Long-Term Debt	54
9. Income Taxes	56
10. Shareholders’ Equity	58
11. Share-Based Compensation	59
12. Commitments and Contingencies	61
13. Business Combinations	62
14. Segment Financial Information	64

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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 Statements

We have audited the accompanying consolidated balance sheets of UnitedHealth Group Incorporated and Subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting 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 and our report dated February 24, 2023 expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. 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 applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the Audit and Finance Committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Incurred but not Reported (IBNR) Claim Liability - Refer to Notes 2 and 7 to the financial statements.

Critical Audit Matter Description

Medical costs payable includes estimates of the Company’s obligations for medical care services rendered on behalf of insured consumers, for which claims have either not yet been received or processed. These estimates are referred to as incurred but not reported (IBNR) claim liabilities. At December 31, 2022, the Company’s IBNR balance was $20 billion. The Company develops IBNR estimates using an actuarial model that requires management to exercise certain judgments in developing its estimates. Judgments made by management include medical cost per member per month trend factors and completion factors, which include assumptions over the time from date of service to claim receipt, the impact of actual care activity, and processing cycles.

We identified the IBNR claim liability as a critical audit matter because of the significant assumptions made by management in estimating the liability. This required complex auditor judgment, and an increased extent of effort, including the involvement of actuarial specialists in performing procedures to evaluate the reasonableness of management’s methods, assumptions and judgments in developing the liability.

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How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures included the following, among others:

•We tested the effectiveness of controls over management’s estimate of the IBNR claim liability balance, including controls over the judgments in both the completion factors and the medical cost per member per month trend factors, as well as controls over the claims and membership data used in the estimation process.

•We tested the underlying claims and membership data and other information that served as the basis for the actuarial analysis, to test that the inputs to the actuarial estimate were complete and accurate.

•With the assistance of actuarial specialists, we evaluated the reasonableness of the actuarial methods and assumptions used by management to estimate the IBNR claim liability by:

◦Performing an overlay of the historical claims data used in management’s current year model to the data used in prior periods to validate that there were no material changes to the claims data tested in prior periods.

◦Developing an independent estimate of the IBNR claim liability and comparing our estimate to management’s estimate.

◦Performing a retrospective review comparing management’s prior year estimate of IBNR to claims processed in 2022 with dates of service in 2021 or prior.

/S/ DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
February 24, 2023

We have served as the Company's auditor since 2002.

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UnitedHealth Group

Consolidated Balance Sheets

(in millions, except per share data)	December 31,<br>2022		December 31,<br>2021
Assets
Current assets:
Cash and cash equivalents	$	23,365	$	21,375
Short-term investments	4,546		2,532
Accounts receivable, net of allowances of $877 and $954	17,681		14,216
Other current receivables, net of allowances of $1,433 and $993	12,769		13,866
Assets under management	4,087		4,449
Prepaid expenses and other current assets	6,621		5,320
Total current assets	69,069		61,758
Long-term investments	43,728		43,114
Property, equipment and capitalized software, net of accumulated depreciation and amortization of $6,930 and $5,992	10,128		8,969
Goodwill	93,352		75,795
Other intangible assets, net of accumulated amortization of $6,137 and $5,636	14,401		10,044
Other assets	15,027		12,526
Total assets	$	245,705	$	212,206
Liabilities, redeemable noncontrolling interests and equity
Current liabilities:
Medical costs payable	$	29,056	$	24,483
Accounts payable and accrued liabilities	27,715		24,643
Short-term borrowings and current maturities of long-term debt	3,110		3,620
Unearned revenues	3,075		2,571
Other current liabilities	26,281		22,975
Total current liabilities	89,237		78,292
Long-term debt, less current maturities	54,513		42,383
Deferred income taxes	2,769		3,265
Other liabilities	12,839		11,787
Total liabilities	159,358		135,727
Commitments and contingencies (Note 12)
Redeemable noncontrolling interests	4,897		1,434
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)
Nonredeemable noncontrolling interests	3,678		3,285
Total equity	81,450		75,045
Total liabilities, redeemable noncontrolling interests and equity	$	245,705	$	212,206

See Notes to the Consolidated Financial Statements

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UnitedHealth Group

Consolidated Statements of Operations

	For the Years Ended December 31,
(in millions, except per share data)	2022		2021		2020
Revenues:
Premiums	$	257,157	$	226,233	$	201,478
Products	37,424		34,437		34,145
Services	27,551		24,603		20,016
Investment and other income	2,030		2,324		1,502
Total revenues	324,162		287,597		257,141
Operating costs:
Medical costs	210,842		186,911		159,396
Operating costs	47,782		42,579		41,704
Cost of products sold	33,703		31,034		30,745
Depreciation and amortization	3,400		3,103		2,891
Total operating costs	295,727		263,627		234,736
Earnings from operations	28,435		23,970		22,405
Interest expense	(2,092)		(1,660)		(1,663)
Earnings before income taxes	26,343		22,310		20,742
Provision for income taxes	(5,704)		(4,578)		(4,973)
Net earnings	20,639		17,732		15,769
Earnings attributable to noncontrolling interests	(519)		(447)		(366)
Net earnings attributable to UnitedHealth Group common shareholders	$	20,120	$	17,285	$	15,403
Earnings per share attributable to UnitedHealth Group common shareholders:
Basic	$	21.47	$	18.33	$	16.23
Diluted	$	21.18	$	18.08	$	16.03
Basic weighted-average number of common shares outstanding	937		943		949
Dilutive effect of common share equivalents	13		13		12
Diluted weighted-average number of common shares outstanding	950		956		961
Anti-dilutive shares excluded from the calculation of dilutive effect of common share equivalents	3		1		8

See Notes to the Consolidated Financial Statements

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UnitedHealth Group

Consolidated Statements of Comprehensive Income

	For the Years Ended December 31,
(in millions)	2022		2021		2020
Net earnings	$	20,639	$	17,732	$	15,769
Other comprehensive loss:
Gross unrealized (losses) gains on investment securities during the period	(4,292)		(1,028)		1,058
Income tax effect	984		248		(253)
Total unrealized (losses) gains, net of tax	(3,308)		(780)		805
Gross reclassification adjustment for net realized losses (gains) included in net earnings	139		(173)		(75)
Income tax effect	(32)		40		17
Total reclassification adjustment, net of tax	107		(133)		(58)
Total foreign currency translation gains (losses)	192		(657)		(983)
Other comprehensive loss	(3,009)		(1,570)		(236)
Comprehensive income	17,630		16,162		15,533
Comprehensive income attributable to noncontrolling interests	(519)		(447)		(366)
Comprehensive income attributable to UnitedHealth Group common shareholders	$	17,111	$	15,715	$	15,167

See Notes to the Consolidated Financial Statements

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UnitedHealth Group

Consolidated Statements of Changes in Equity

			Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)					Nonredeemable<br>Noncontrolling <br>Interests		Total<br>Equity
(in millions)	Amount						Net Unrealized Gains (Losses) on Investments			Foreign Currency Translation (Losses) Gains
Balance at January 1, 2020	$	9	$	7	$	61,178		$	589		$	(4,167)	$	2,820	$	60,436
Adjustment to adopt ASU 2016-13					(28)										(28)
Net earnings					15,403								254		15,657
Other comprehensive income (loss)								747			(983)				(236)
Issuances of common stock, and related tax effects	1		1,119												1,120
Share-based compensation			647												647
Common share repurchases	—		(1,576)		(2,674)										(4,250)
Cash dividends paid on common shares (4.83 per share)					(4,584)										(4,584)
Redeemable noncontrolling interests fair value and other adjustments			(197)												(197)
Acquisition and other adjustments of nonredeemable noncontrolling interests													40		40
Distributions to nonredeemable noncontrolling interests													(277)		(277)
Balance at December 31, 2020	10		—		69,295			1,336			(5,150)		2,837		68,328
Net earnings					17,285								360		17,645
Other comprehensive loss								(913)			(657)				(1,570)
Issuances of common stock, and related tax effects	—		1,100												1,100
Share-based compensation			729												729
Common share repurchases	—		(940)		(4,060)										(5,000)
Cash dividends paid on common shares (5.60 per share)					(5,280)										(5,280)
Redeemable noncontrolling interests fair value and other adjustments			(889)		(106)										(995)
Acquisition and other adjustments of nonredeemable noncontrolling interests													407		407
Distributions to nonredeemable noncontrolling interests													(319)		(319)
Balance at December 31, 2021	10		—		77,134			423			(5,807)		3,285		75,045
Net earnings					20,120								406		20,526
Other comprehensive (loss) gains								(3,201)			192				(3,009)
Issuances of common stock, and related tax effects	—		903												903
Share-based compensation			875												875
Common share repurchases	(1)		(1,892)		(5,107)										(7,000)
Cash dividends paid on common shares (6.40 per share)					(5,991)										(5,991)
Redeemable noncontrolling interests fair value and other adjustments			114												114
Acquisition and other adjustments of nonredeemable noncontrolling interests													374		374
Distributions to nonredeemable noncontrolling interests													(387)		(387)
Balance at December 31, 2022	$	9	$	—	$	86,156		$	(2,778)		$	(5,615)	$	3,678	$	81,450

All values are in US Dollars.

See Notes to the Consolidated Financial Statements

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UnitedHealth Group

Consolidated Statements of Cash Flows

	For the Years Ended December 31,
(in millions)	2022		2021		2020
Operating activities
Net earnings	$	20,639	$	17,732	$	15,769
Noncash items:
Depreciation and amortization	3,400		3,103		2,891
Deferred income taxes	(673)		130		(8)
Share-based compensation	925		800		679
Other, net	(331)		(944)		(52)
Net change in other operating items, net of effects from acquisitions and changes in AARP balances:
Accounts receivable	(2,523)		(1,000)		(688)
Other assets	(1,374)		(1,031)		(2,195)
Medical costs payable	4,053		2,701		152
Accounts payable and other liabilities	1,964		1,162		5,348
Unearned revenues	126		(310)		278
Cash flows from operating activities	26,206		22,343		22,174
Investing activities
Purchases of investments	(18,825)		(17,139)		(16,577)
Sales of investments	5,907		7,045		6,489
Maturities of investments	6,081		8,251		7,252
Cash paid for acquisitions, net of cash assumed	(21,458)		(4,821)		(7,139)
Purchases of property, equipment and capitalized software	(2,802)		(2,454)		(2,051)
Cash received from dispositions	3,414		15		221
Other, net	(793)		(1,269)		(727)
Cash flows used for investing activities	(28,476)		(10,372)		(12,532)
Financing activities
Common share repurchases	(7,000)		(5,000)		(4,250)
Cash dividends paid	(5,991)		(5,280)		(4,584)
Proceeds from common stock issuances	1,253		1,355		1,440
Repayments of long-term debt	(3,015)		(3,150)		(3,150)
Proceeds from (repayments of) short-term borrowings, net	732		(1,302)		872
Proceeds from issuance of long-term debt	14,819		6,933		4,864
Customer funds administered	5,548		622		1,677
Purchases of redeemable noncontrolling interests	(176)		(1,338)		—
Other, net	(1,944)		(295)		(459)
Cash flows from (used for) financing activities	4,226		(7,455)		(3,590)
Effect of exchange rate changes on cash and cash equivalents	34		(62)		(116)
Increase in cash and cash equivalents	1,990		4,454		5,936
Cash and cash equivalents, beginning of period	21,375		16,921		10,985
Cash and cash equivalents, end of period	$	23,365	$	21,375	$	16,921
Supplemental cash flow disclosures
Cash paid for interest	$	1,945	$	1,653	$	1,704
Cash paid for income taxes	5,222		3,966		4,935

See Notes to the Consolidated Financial Statements

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UnitedHealth Group

Notes to the Consolidated Financial Statements

1.Description of Business

UnitedHealth Group Incorporated (individually and together with its subsidiaries, “UnitedHealth Group” and “the Company”) is a health care and well-being company with a mission to help people live healthier lives and help make the health system work better for everyone. Our two distinct, yet complementary business platforms — Optum and UnitedHealthcare — are working to help build a modern, high-performing health system through improved access, affordability, outcomes and experiences for the individuals and organizations we are privileged to serve.

2.Basis of Presentation, Use of Estimates and Significant Accounting Policies

Basis of Presentation

The Company has prepared the Consolidated Financial Statements according to U.S. Generally Accepted Accounting Principles (GAAP) and has included the accounts of UnitedHealth Group and its subsidiaries.

Use of Estimates

These Consolidated Financial Statements include certain amounts based on the Company’s best estimates and judgments. The Company’s most significant estimates relate to estimates and judgments for medical costs payable and goodwill. Certain of these estimates require the application of complex assumptions and judgments, often because they involve matters inherently uncertain and will likely change in subsequent periods. The impact of any change in estimates is included in earnings in the period in which the estimate is adjusted.

Revenues

Premiums

Premium revenues are primarily derived from risk-based arrangements in which the premium is typically at a fixed rate per individual served for a one-year period, and the Company assumes the economic risk of funding its customers’ health care and related administrative costs.

Premium revenues are recognized in the period in which eligible individuals are entitled to receive health care benefits. Health care premium payments received from the Company’s customers in advance of the service period are recorded as unearned revenues. Fully insured commercial products of U.S. health plans, Medicare Advantage and Medicare Prescription Drug Benefit (Medicare Part D) plans with medical loss ratios (MLRs) as calculated under the definitions in the Patient Protection and Affordable Care Act (ACA) and related federal and state regulations and implementing regulation, falling below certain targets are required to rebate ratable portions of their premiums annually. Commercial premiums within the Company’s individual and small group markets are also subject to the ACA risk adjustment program. Medicare Advantage premium revenue includes the impact of the Centers for Medicare & Medicaid Services (CMS) quality bonuses based on plans’ Star rating. Certain of the Company’s Medicaid business is also subject to state minimum MLR rebates.

Premium revenues are recognized based on the estimated premiums earned, net of projected rebates, because the Company is able to reasonably estimate the ultimate premiums of these contracts. The Company also records premium revenues for certain value-based arrangements at its Optum Health care delivery businesses. Under these value-based arrangements, the Company enters into agreements with health plans to stand ready to deliver, integrate, direct and control certain health care services for patients. In exchange, the Company receives a premium that is typically paid on a per-patient per-month basis. The Company considers these value-based arrangements to represent a single performance obligation where premium revenues are recognized in the period in which health care services are made available.

The Company’s Medicare Advantage and Medicare Part D premium revenues are subject to periodic adjustment under CMS’ risk adjustment payment methodology. CMS deploys a risk adjustment model which apportions premiums paid to all health plans according to health severity and certain demographic factors. The CMS risk adjustment model provides higher per member payments for enrollees diagnosed with certain conditions and lower payments for enrollees who are healthier. Under this risk adjustment methodology, CMS calculates the risk adjusted premium payment using diagnosis and encounter data from hospital inpatient, hospital outpatient and physician treatment settings. The Company and health care providers collect, capture and submit the necessary and available data to CMS within prescribed deadlines. The Company estimates risk adjustment premium revenues based upon the data submitted and expected to be submitted to CMS. Risk adjustment data for the Company’s plans are subject to review by the government, including audit by regulators. See Note 12 for additional information regarding these audits.

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Products and Services

For the Company’s Optum Rx pharmacy care services business, the majority of revenues are derived from products sold through a contracted network of retail pharmacies or home delivery, specialty and community health pharmacies. Product revenues include the cost of pharmaceuticals (net of rebates), a negotiated dispensing fee and customer co-payments. Pharmacy products are billed to customers based on the number of transactions occurring during the billing period. Product revenues are recognized when the prescriptions are dispensed. The Company has entered into contracts in which it is primarily obligated to pay its network pharmacy providers for benefits provided to their customers regardless of whether the Company is paid. The Company is also involved in establishing the prices charged by retail pharmacies, determining which drugs will be included in formulary listings and selecting which retail pharmacies will be included in the network offered to plan sponsors’ members and accordingly, product revenues are reported on a gross basis.

Services revenue includes a number of services and products sold through Optum. Optum Health’s service revenues include net patient service revenues recorded based upon established billing rates, less allowances for contractual adjustments, and are recognized as services are provided. For its financial services offerings, Optum Health charges fees and earns investment income on managed funds. Optum Insight provides software and information products, advisory consulting arrangements and managed services outsourcing contracts, which may be delivered over several years. Optum Insight revenues are generally recognized over time and measured each period based on the progress to date as services are performed or made available to customers.

Services revenue also consists of fees derived from services performed for customers who self-insure the health care costs of their employees and employees’ dependents. Under service fee contracts, the Company receives monthly, a fixed fee per employee, which is recognized as revenue as the Company performs, or makes available, the applicable services to the customer. The customers retain the risk of financing health care costs for their employees and employees’ dependents, and the Company administers the payment of customer funds to physicians and other health care professionals from customer-funded bank accounts. As the Company has neither the obligation for funding the health care costs, nor the primary responsibility for providing the medical care, the Company does not recognize premium revenue and medical costs for these contracts in its Consolidated Financial Statements. For these fee-based customer arrangements, the Company provides coordination and facilitation of medical services; transaction processing; customer, consumer and care professional services; and access to contracted networks of physicians, hospitals and other health care professionals. These services are performed throughout the contract period.

As of December 31, 2022 and 2021, accounts receivables related to products and services were $7.1 billion and $5.4 billion, respectively. In 2022 and 2021, the Company had no material bad-debt expense and there were no material contract assets, contract liabilities or deferred contract costs recorded on the Consolidated Balance Sheets as of December 31, 2022 or 2021.

For the years ended December 31, 2022, 2021 and 2020, revenue recognized from performance obligations related to prior periods (for example, due to changes in transaction price) was not material.

Revenue expected to be recognized in any future year related to remaining performance obligations, excluding revenue pertaining to contracts having an original expected duration of one year or less, contracts where revenue is recognized as invoiced and contracts with variable consideration related to undelivered performance obligations, was $12.5 billion, of which approximately half is expected to be recognized in the next three years.

See Note 14 for disaggregation of revenue by segment and type.

Medical Costs and Medical Costs Payable

The Company’s estimate of medical costs payable represents management’s best estimate of its liability for unpaid medical costs as of December 31, 2022.

Each period, the Company re-examines previously established medical costs payable estimates based on actual claim submissions and other changes in facts and circumstances. As more complete claim information becomes available, the Company adjusts the amount of the estimates and includes the changes in estimates in medical costs in the period in which the change is identified. Approximately 90% of claims related to medical care services are known and settled within 90 days from the date of service and substantially all within twelve months.

Medical costs and medical costs payable include estimates of the Company’s obligations for medical care services rendered on behalf of consumers, but for which claims have either not yet been received, processed, or paid. The Company develops estimates for medical care services incurred but not reported (IBNR), which includes estimates for claims which have not been received or fully processed, using an actuarial process consistently applied, centrally controlled and automated. The actuarial models consider factors such as time from date of service to claim processing, seasonal variances in medical care consumption, health care professional contract rate changes, care activity and other medical cost trends, membership volume and

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demographics, the introduction of new technologies, benefit plan changes, and business mix changes related to products, customers and geography.

In developing its medical costs payable estimates, the Company applies different estimation methods depending on which incurred claims are being estimated. For the most recent two months, the Company estimates claim costs incurred by applying observed medical cost trend factors to the average per member per month (PMPM) medical costs incurred in prior months for which more complete claim data are available, supplemented by a review of near-term completion factors (actuarial estimates, based upon historical experience and analysis of current trends, of the percentage of incurred claims during a given period adjudicated by the Company at the date of estimation). For months prior to the most recent two months, the Company applies the completion factors to actual claims adjudicated-to-date to estimate the expected amount of ultimate incurred claims for those months.

Cost of Products Sold

The Company’s cost of products sold includes the cost of pharmaceuticals dispensed to unaffiliated customers either directly at its home delivery, specialty and community pharmacy locations, or indirectly through its nationwide network of participating pharmacies. Rebates attributable to unaffiliated clients are accrued as rebates receivable and a reduction of cost of products sold, with a corresponding payable for the amounts of the rebates to be remitted to those unaffiliated clients in accordance with their contracts and recorded in the Consolidated Statements of Operations as a reduction of product revenue. Cost of products sold also includes the cost of personnel to support the Company’s transaction processing services, system sales, maintenance and professional services.

Cash, Cash Equivalents and Investments

Cash and cash equivalents are highly liquid investments having an original maturity of three months or less. The fair value of cash and cash equivalents approximates their carrying value because of the short maturity of the instruments.

Investments with maturities of less than one year are classified as short-term. Because of regulatory requirements, certain investments are included in long-term investments regardless of their maturity date. The Company classifies these investments as held-to-maturity and reports them at amortized cost. Substantially all other investments are classified as available-for-sale and reported at fair value based on quoted market prices, where available. Equity investments, with certain exceptions, are measured at fair value with changes in fair value recognized in net earnings.

The Company excludes unrealized gains and losses on investments in available-for-sale debt securities from net earnings and reports them as comprehensive income and, net of income tax effects, as a separate component of equity. To calculate realized gains and losses on the sale of debt securities, the Company specifically identifies the cost of each investment sold.

The Company evaluates an available-for-sale debt security for credit-related impairment by considering the present value of expected cash flows relative to a security’s amortized cost, the extent to which fair value is less than amortized cost, the financial condition and near-term prospects of the issuer and specific events or circumstances which may influence the operations of the issuer. Credit-related impairments are recorded as an allowance, with an offset to investment and other income. Non-credit related impairments are recorded through other comprehensive income. If the Company intends to sell an impaired security, or will likely be required to sell a security before recovery of the entire amortized cost, the entire impairment is included in net earnings.

New information and the passage of time can change these judgments. The Company manages its investment portfolio to limit its exposure to any one issuer or market sector, and largely limits its investments to investment grade quality. Securities downgraded below policy minimums after purchase will be disposed of in accordance with the Company’s investment policy.

Assets Under Management

The Company provides health insurance products and services to members of AARP under a Supplemental Health Insurance Program (the AARP Program) and to AARP members and non-members under separate Medicare Advantage and Medicare Part D arrangements. The products and services under the AARP Program include supplemental Medicare benefits, hospital indemnity insurance, including insurance for individuals between 50 to 64 years of age, and other related products.

Pursuant to the Company’s agreement with AARP, program assets are managed separately from the Company’s general investment portfolio and are used to pay costs associated with the AARP Program. These assets are invested at the Company’s discretion, within investment guidelines approved by AARP. The Company does not guarantee any rates of return on these investments and, upon any transfer of the AARP Program contract to another entity, the Company would transfer cash equal in amount to the fair value of these investments at the date of transfer to the entity. Because the purpose of these assets is to fund the medical costs payable, the rate stabilization fund (RSF) liabilities and other related liabilities associated with this AARP contract, assets under management are classified as current assets, consistent with the classification of these liabilities.

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The effects of changes in other balance sheet amounts associated with the AARP Program also accrue to the overall benefit of the AARP policyholders through the RSF balance. Accordingly, the Company excludes the effect of such changes in its Consolidated Statements of Cash Flows.

Other Current Receivables

Other current receivables include amounts due from pharmaceutical manufacturers for rebates and Medicare Part D drug discounts, accrued interest and other miscellaneous amounts due to the Company.

The Company’s pharmacy care services businesses contract with pharmaceutical manufacturers, some of which provide rebates based on use of the manufacturers’ products by its affiliated and unaffiliated clients. The Company accrues rebates as they are earned by its clients on a monthly basis based on the terms of the applicable contracts, historical data and current estimates. The pharmacy care services businesses bill these rebates to the manufacturers on a monthly or quarterly basis depending on the contractual terms and record rebates attributable to affiliated clients as a reduction to medical costs. The Company generally receives rebates two to five months after billing. As of December 31, 2022 and 2021, total pharmaceutical manufacturer rebates receivable included in other receivables in the Consolidated Balance Sheets amounted to $8.2 billion and $7.2 billion, respectively.

As of December 31, 2022 and 2021, the Company’s Medicare Part D receivables amounted to $1.3 billion and $3.4 billion, respectively.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets include pharmaceutical drug and supplies inventory of $3.5 billion and $2.9 billion as of December 31, 2022 and 2021, respectively.

Property, Equipment and Capitalized Software

Property, equipment and capitalized software are stated at cost, net of accumulated depreciation and amortization. Capitalized software consists of certain costs incurred in the development of internal-use software, including external direct costs of materials and services and applicable payroll costs of employees devoted to specific software development.

The Company calculates depreciation and amortization using the straight-line method over the estimated useful lives of the assets. The useful lives for property, equipment and capitalized software are:

Furniture, fixtures and equipment	3 to 10 years
Buildings	35 to 40 years
Capitalized software	3 to 5 years

Leasehold improvements are depreciated over the shorter of the remaining lease term or their estimated useful economic life.

Operating Leases

The Company leases facilities and equipment under long-term operating leases which are non-cancelable and expire on various dates. At the lease commencement date, lease right-of-use (ROU) assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term, which includes all fixed obligations arising from the lease contract. If an interest rate is not implicit in a lease, the Company utilizes its incremental borrowing rate for a period closely matching the lease term.

The Company’s ROU assets are included in other assets, and lease liabilities are included in other current liabilities and other liabilities in the Company’s Consolidated Balance Sheet.

Goodwill

To determine whether goodwill is impaired, annually or more frequently if needed, the Company performs impairment tests. The Company may first assess qualitative factors to determine if it is more likely than not the carrying value of a reporting unit exceeds its estimated fair value. The Company may also elect to skip the qualitative testing and proceed directly to the quantitative testing. When performing quantitative testing, the Company first estimates the fair values of its reporting units using discounted cash flows. To determine fair values, the Company must make assumptions about a wide variety of internal and external factors. Significant assumptions used in the impairment analysis include financial projections of free cash flow (including significant assumptions about operations, capital requirements and income taxes), long-term growth rates for determining terminal value and discount rates. Comparative market multiples are used to corroborate the results of the discounted cash flow test. If the fair value is less than the carrying value of the reporting unit, an impairment is recognized for the difference, up to the carrying amount of goodwill.

There was no impairment of goodwill during the years ended December 31, 2022, 2021 and 2020.

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Intangible Assets

The Company’s intangible assets are subject to impairment tests when events or circumstances indicate an intangible asset (or asset group) may be impaired. The Company’s indefinite-lived intangible assets are also tested for impairment annually. There was no impairment of intangible assets during the years ended December 31, 2022, 2021 and 2020.

Other Current Liabilities

Other current liabilities include health savings account deposits ($13.5 billion and $11.4 billion as of December 31, 2022 and 2021, respectively), accruals for premium rebates payable, the RSF associated with the AARP Program, the current portion of future policy benefits and customer balances.

Policy Acquisition Costs

The Company’s short duration health insurance contracts typically have a one-year term and may be canceled by the customer with at least 30 days’ notice. Costs related to the acquisition and renewal of short duration customer contracts are primarily charged to expense as incurred.

Redeemable Noncontrolling Interests

Redeemable noncontrolling interests in the Company’s subsidiaries whose redemption is outside of the Company’s control are classified as temporary equity. These interests primarily relate to put options on unowned shares, which are typically redeemable at fair value after a certain time period. The Company accretes changes in the redemption value to the earliest redemption date utilizing the interest method. If all interests were currently redeemable, the difference between the carrying value and the estimated redemption value is not material. The following table provides details of the Company's redeemable noncontrolling interests’ activity for the years ended December 31, 2022 and 2021:

(in millions)	2022		2021
Redeemable noncontrolling interests, beginning of period	$	1,434	$	2,211
Net earnings	113		87
Acquisitions	3,108		28
Redemptions	(176)		(1,338)
Distributions	(82)		(255)
Fair value and other adjustments	500		701
Redeemable noncontrolling interests, end of period	$	4,897	$	1,434

Share-Based Compensation

The Company recognizes compensation expense for share-based awards, including stock options and restricted stock and restricted stock units (collectively, restricted shares), on a straight-line basis over the related service period (generally the vesting period) of the award, or to an employee’s eligible retirement date under the award agreement, if earlier. Restricted shares vest ratably, primarily over four years, and compensation expense related to restricted shares is based on the share price on the date of grant. Stock options vest ratably primarily over four years and may be exercised up to 10 years from the date of grant. Compensation expense related to stock options is based on the fair value at the date of grant, which is estimated on the date of grant using a binomial option-pricing model. Under the Company’s Employee Stock Purchase Plan (ESPP), eligible employees are allowed to purchase the Company’s stock at a discounted price, which is 90% of the market price of the Company’s common stock at the end of the six-month purchase period. Share-based compensation expense for all programs is recognized in operating costs in the Consolidated Statements of Operations.

Net Earnings Per Common Share

The Company computes basic earnings per common share attributable to UnitedHealth Group common shareholders by dividing net earnings attributable to UnitedHealth Group common shareholders by the weighted-average number of common shares outstanding during the period. The Company determines diluted net earnings per common share attributable to UnitedHealth Group common shareholders using the weighted-average number of common shares outstanding during the period, adjusted for potentially dilutive shares associated with stock options, restricted shares and the ESPP (collectively, common stock equivalents), using the treasury stock method. The treasury stock method assumes a hypothetical issuance of shares to settle the share-based awards, with the assumed proceeds used to purchase common stock at the average market price for the period. Assumed proceeds include the amount the employee must pay upon exercise and the average unrecognized compensation cost. The difference between the number of shares assumed issued and number of shares assumed purchased represents the dilutive shares.

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3.    Investments

A summary of debt securities by major security type is as follows:

(in millions)	Amortized<br>Cost		Gross<br>Unrealized<br>Gains		Gross<br>Unrealized<br>Losses		Fair<br>Value
December 31, 2022
Debt securities - available-for-sale:
U.S. government and agency obligations	$	4,093	$	1	$	(285)	$	3,809
State and municipal obligations	7,702		25		(479)		7,248
Corporate obligations	23,675		17		(1,798)		21,894
U.S. agency mortgage-backed securities	7,379		15		(808)		6,586
Non-U.S. agency mortgage-backed securities	3,077		1		(294)		2,784
Total debt securities - available-for-sale	45,926		59		(3,664)		42,321
Debt securities - held-to-maturity:
U.S. government and agency obligations	578		—		(14)		564
State and municipal obligations	29		—		(3)		26
Corporate obligations	89		—		—		89
Total debt securities - held-to-maturity	696		—		(17)		679
Total debt securities	$	46,622	$	59	$	(3,681)	$	43,000
December 31, 2021
Debt securities - available-for-sale:
U.S. government and agency obligations	$	3,206	$	23	$	(31)	$	3,198
State and municipal obligations	6,829		297		(20)		7,106
Corporate obligations	20,947		372		(145)		21,174
U.S. agency mortgage-backed securities	5,868		88		(55)		5,901
Non-U.S. agency mortgage-backed securities	2,819		42		(23)		2,838
Total debt securities - available-for-sale	39,669		822		(274)		40,217
Debt securities - held-to-maturity:
U.S. government and agency obligations	511		2		(2)		511
State and municipal obligations	30		2		—		32
Corporate obligations	100		—		—		100
Total debt securities - held-to-maturity	641		4		(2)		643
Total debt securities	$	40,310	$	826	$	(276)	$	40,860

Nearly all of the Company’s investments in mortgage-backed securities were rated “Triple A” as of December 31, 2022.

The Company held $3.7 billion and $3.5 billion of equity securities as of December 31, 2022 and 2021, respectively. The Company’s investments in equity securities primarily consist of employee savings plan related investments, venture investments and shares of Brazilian real denominated fixed-income funds with readily determinable fair values. Additionally, the Company’s investments included $1.5 billion and $1.3 billion of equity method investments in operating businesses in the health care sector, as of December 31, 2022 and 2021, respectively. The allowance for credit losses on held-to-maturity securities as of December 31, 2022 and 2021 was not material.

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The amortized cost and fair value of debt securities as of December 31, 2022, by contractual maturity, were as follows:

	Available-for-Sale				Held-to-Maturity
(in millions)	Amortized<br>Cost		Fair<br>Value		Amortized<br>Cost		Fair<br>Value
Due in one year or less	$	4,713	$	4,682	$	374	$	369
Due after one year through five years	13,135		12,404		265		256
Due after five years through ten years	12,210		10,897		37		36
Due after ten years	5,412		4,968		20		18
U.S. agency mortgage-backed securities	7,379		6,586		—		—
Non-U.S. agency mortgage-backed securities	3,077		2,784		—		—
Total debt securities	$	45,926	$	42,321	$	696	$	679

The fair value of available-for-sale debt securities with gross unrealized losses by major security type and length of time that individual securities have been in a continuous unrealized loss position were as follows:

	Less Than 12 Months				12 Months or Greater				Total
(in millions)	Fair<br>Value		Gross<br>Unrealized<br>Losses		Fair<br>Value		Gross<br>Unrealized<br>Losses		Fair<br>Value		Gross<br>Unrealized<br>Losses
December 31, 2022
U.S. government and agency obligations	$	2,007	$	(96)	$	1,290	$	(189)	$	3,297	$	(285)
State and municipal obligations	4,630		(288)		1,178		(191)		5,808		(479)
Corporate obligations	13,003		(893)		6,637		(905)		19,640		(1,798)
U.S. agency mortgage-backed securities	3,561		(345)		2,239		(463)		5,800		(808)
Non-U.S. agency mortgage-backed securities	1,698		(128)		976		(166)		2,674		(294)
Total debt securities - available-for-sale	$	24,899	$	(1,750)	$	12,320	$	(1,914)	$	37,219	$	(3,664)
December 31, 2021
U.S. government and agency obligations	$	1,976	$	(18)	$	249	$	(13)	$	2,225	$	(31)
State and municipal obligations	1,386		(19)		31		(1)		1,417		(20)
Corporate obligations	9,357		(130)		376		(15)		9,733		(145)
U.S. agency mortgage-backed securities	3,078		(52)		116		(3)		3,194		(55)
Non-U.S. agency mortgage-backed securities	1,321		(18)		114		(5)		1,435		(23)
Total debt securities - available-for-sale	$	17,118	$	(237)	$	886	$	(37)	$	18,004	$	(274)

The Company’s unrealized losses from all securities as of December 31, 2022 were generated from approximately 35,000 positions out of a total of 41,000 positions. The Company believes it will collect the timely principal and interest due on its debt securities having an amortized cost in excess of fair value. The unrealized losses were primarily caused by interest rate increases and not by unfavorable changes in the credit quality associated with these securities which impacted the Company’s assessment on collectability of principal and interest. At each reporting period, the Company evaluates available-for-sale debt securities for any credit-related impairment when the fair value of the investment is less than its amortized cost. The Company evaluated the expected cash flows, the underlying credit quality and credit ratings of the issuers noting no significant credit deterioration since purchase. As of December 31, 2022, the Company did not have the intent to sell any of the securities in an unrealized loss position. Therefore, the Company believes these losses to be temporary. The allowance for credit losses on available-for-sale debt securities as of December 31, 2022 and 2021 was not material.

4.    Fair Value

Certain assets and liabilities are measured at fair value in the Consolidated Financial Statements or have fair values disclosed in the Notes to the Consolidated Financial Statements. These assets and liabilities are classified into one of three levels of a hierarchy defined by GAAP. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement is categorized in its entirety based on the lowest level input which is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.

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The fair value hierarchy is summarized as follows:

Level 1 — Quoted prices (unadjusted) for identical assets/liabilities in active markets.

Level 2 — Other observable inputs, either directly or indirectly, including:

•Quoted prices for similar assets/liabilities in active markets;

•Quoted prices for identical or similar assets/liabilities in inactive markets (e.g., few transactions, limited information, noncurrent prices, high variability over time);

•Inputs other than quoted prices observable for the asset/liability (e.g., interest rates, yield curves, implied volatilities, credit spreads); and

•Inputs corroborated by other observable market data.

Level 3 — Unobservable inputs cannot be corroborated by observable market data.

There were no transfers in or out of Level 3 financial assets or liabilities during the years ended December 31, 2022 or 2021.

Nonfinancial assets and liabilities or financial assets and liabilities measured at fair value on a nonrecurring basis are subject to fair value adjustments only in certain circumstances, such as when the Company records an impairment. For the years ended December 31, 2022 and 2021, the Company recognized $211 million and $840 million, respectively, of unrealized gains in investment and other income related to fair value adjustments on equity securities primarily in our venture portfolio, based upon transaction of the same or similar security. There were no other significant fair value adjustments for these assets and liabilities recorded during the years ended December 31, 2022 or 2021.

The following methods and assumptions were used to estimate the fair value and determine the fair value hierarchy classification of each class of financial instrument included in the tables below:

Cash and Cash Equivalents. The carrying value of cash and cash equivalents approximates fair value as maturities are less than three months. Fair values of cash equivalent instruments which do not trade on a regular basis in active markets are classified as Level 2.

Debt and Equity Securities. Fair values of debt securities and equity securities reported at fair value on a recurring basis are based on quoted market prices, where available. The Company obtains one price for each security primarily from a third-party pricing service (pricing service), which generally uses quoted or other observable inputs for the determination of fair value. The pricing service normally derives the security prices through recently reported trades for identical or similar securities, and, if necessary, makes adjustments through the reporting date based upon available observable market information. For securities not actively traded, the pricing service may use quoted market prices of comparable instruments or discounted cash flow analyses, incorporating inputs currently observable in the markets for similar securities. Inputs often used in the valuation methodologies include, but are not limited to, benchmark yields, credit spreads, default rates, prepayment speeds and nonbinding broker quotes. As the Company is responsible for the determination of fair value, it performs quarterly analyses on the prices received from the pricing service to determine whether the prices are reasonable estimates of fair value. Specifically, the Company compares the prices received from the pricing service to prices reported by a secondary pricing source, such as its custodian, its investment consultant and third-party investment advisors. Additionally, the Company compares changes in the reported market values and returns to relevant market indices to test the reasonableness of the reported prices. The Company’s internal price verification procedures and reviews of fair value methodology documentation provided by independent pricing services have not historically resulted in adjustment to the prices obtained from the pricing service.

Fair values of debt securities which do not trade on a regular basis in active markets but are priced using other observable inputs are classified as Level 2.

Fair value estimates for Level 1 and Level 2 equity securities reported at fair value on a recurring basis are based on quoted market prices for actively traded equity securities and/or other market data for the same or comparable instruments and transactions in establishing the prices.

The fair values of Level 3 investments in corporate bonds, which are not a significant portion of our investments, are estimated using valuation techniques relying heavily on management assumptions and qualitative observations.

Throughout the procedures discussed above in relation to the Company’s processes for validating third-party pricing information, the Company validates the understanding of assumptions and inputs used in security pricing and determines the proper classification in the hierarchy based on such understanding.

Assets Under Management. Assets under management consists of debt securities and other investments held to fund costs associated with the AARP Program and are priced and classified using the same methodologies as the Company’s investments in debt and equity securities.

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Long-Term Debt. The fair values of the Company’s long-term debt are estimated and classified using the same methodologies as the Company’s investments in debt securities.

The following table presents a summary of fair value measurements by level and carrying values for items measured at fair value on a recurring basis in the Consolidated Balance Sheets:

(in millions)	Quoted Prices<br>in Active<br>Markets<br>(Level 1)			Other<br>Observable<br>Inputs<br>(Level 2)			Unobservable<br>Inputs<br>(Level 3)			Total<br>Fair and Carrying<br>Value
December 31, 2022
Cash and cash equivalents	$	23,202		$	163		$	—		$	23,365
Debt securities - available-for-sale:
U.S. government and agency obligations	3,505			304			—			3,809
State and municipal obligations	—			7,248			—			7,248
Corporate obligations	7			21,695			192			21,894
U.S. agency mortgage-backed securities	—			6,586			—			6,586
Non-U.S. agency mortgage-backed securities	—			2,784			—			2,784
Total debt securities - available-for-sale	3,512			38,617			192			42,321
Equity securities	2,043			35			70			2,148
Assets under management	1,788			2,203			96			4,087
Total assets at fair value	$	30,545		$	41,018		$	358		$	71,921
Percentage of total assets at fair value	42		%	57		%	1		%	100		%
December 31, 2021
Cash and cash equivalents	$	21,359		$	16		$	—		$	21,375
Debt securities - available-for-sale:
U.S. government and agency obligations	3,017			181			—			3,198
State and municipal obligations	—			7,106			—			7,106
Corporate obligations	40			20,916			218			21,174
U.S. agency mortgage-backed securities	—			5,901			—			5,901
Non-U.S. agency mortgage-backed securities	—			2,838			—			2,838
Total debt securities - available-for-sale	3,057			36,942			218			40,217
Equity securities	2,090			23			64			2,177
Assets under management	1,972			2,376			101			4,449
Total assets at fair value	$	28,478		$	39,357		$	383		$	68,218
Percentage of total assets at fair value	42		%	57		%	1		%	100		%

The following table presents a summary of fair value measurements by level and carrying values for certain financial instruments not measured at fair value on a recurring basis in the Consolidated Balance Sheets:

(in millions)	Quoted Prices<br>in Active<br>Markets<br>(Level 1)		Other<br>Observable<br>Inputs<br>(Level 2)		Unobservable<br>Inputs<br>(Level 3)		Total<br>Fair<br>Value		Total Carrying Value
December 31, 2022
Debt securities - held-to-maturity	$	577	$	102	$	—	$	679	$	696
Long-term debt and other financing obligations	$	—	$	53,626	$	—	$	53,626	$	56,823
December 31, 2021
Debt securities - held-to-maturity	$	534	$	102	$	7	$	643	$	641
Long-term debt and other financing obligations	$	—	$	52,583	$	—	$	52,583	$	46,003

The carrying amounts reported on the Consolidated Balance Sheets for other current financial assets and liabilities approximate fair value because of their short-term nature. These assets and liabilities are not listed in the table above.

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5.    Property, Equipment and Capitalized Software

A summary of property, equipment and capitalized software is as follows:

(in millions)	December 31, 2022		December 31, 2021
Land and improvements	$	697	$	502
Buildings and improvements	5,519		4,882
Computer equipment	2,093		1,851
Furniture and fixtures	2,113		2,014
Less accumulated depreciation	(4,499)		(3,857)
Property and equipment, net	5,923		5,392
Capitalized software	6,636		5,712
Less accumulated amortization	(2,431)		(2,135)
Capitalized software, net	4,205		3,577
Total property, equipment and capitalized software, net	$	10,128	$	8,969

Depreciation expense for property and equipment was $1.1 billion for the year ended December 31, 2022, and $1.0 billion for both years ended December 31, 2021 and 2020. Amortization expense for capitalized software for the years ended December 31, 2022, 2021 and 2020 was $1.0 billion, $0.9 billion and $0.8 billion, respectively.

6.    Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill, by reportable segment, were as follows:

(in millions)	UnitedHealthcare		Optum Health		Optum Insight		Optum Rx		Consolidated
Balance at January 1, 2021	$	27,785	$	19,844	$	8,173	$	15,535	$	71,337
Acquisitions	60		4,648		96		—		4,804
Foreign currency effects and other adjustments, net	(456)		(268)		350		28		(346)
Balance at December 31, 2021	27,389		24,224		8,619		15,563		75,795
Acquisitions	19		5,158		8,623		3,910		17,710
Foreign currency effects and other adjustments, net	(13)		(144)		2		2		(153)
Balance at December 31, 2022	$	27,395	$	29,238	$	17,244	$	19,475	$	93,352

The gross carrying value, accumulated amortization and net carrying value of other intangible assets were as follows:

	December 31, 2022						December 31, 2021
(in millions)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Customer-related	$	16,303	$	(5,179)	$	11,124	$	13,011	$	(4,697)	$	8,314
Trademarks and technology	2,398		(704)		1,694		1,630		(739)		891
Trademarks and other indefinite-lived	661		—		661		617		—		617
Other	1,176		(254)		922		422		(200)		222
Total	$	20,538	$	(6,137)	$	14,401	$	15,680	$	(5,636)	$	10,044

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The acquisition date fair values and weighted-average useful lives assigned to finite-lived intangible assets acquired in business combinations consisted of the following by year of acquisition:

	2022			2021
(in millions, except years)	Fair Value		Weighted-Average Useful Life	Fair Value		Weighted-Average Useful Life
Customer-related	$	3,927	15 years	$	484	9 years
Trademarks and technology	1,058		6 years	147		5 years
Other	776		13 years	29		11 years
Total acquired finite-lived intangible assets	$	5,761	13 years	$	660	8 years

Estimated full year amortization expense relating to intangible assets for each of the next five years ending December 31 is as follows:

(in millions)
2023	$	1,562
2024	1,478
2025	1,360
2026	1,206
2027	1,154

Amortization expense relating to intangible assets for the years ended December 31, 2022, 2021 and 2020 was $1.3 billion, $1.2 billion and $1.1 billion, respectively.

7.    Medical Costs Payable

The following table shows the components of the change in medical costs payable for the years ended December 31:

(in millions)	2022		2021		2020
Medical costs payable, beginning of period	$	24,483	$	21,872	$	21,690
Acquisitions	308		88		316
Reported medical costs:
Current year	211,252		188,631		160,276
Prior years	(410)		(1,720)		(880)
Total reported medical costs	210,842		186,911		159,396
Medical payments:
Payments for current year	(184,049)		(165,524)		(139,974)
Payments for prior years	(22,528)		(18,864)		(19,556)
Total medical payments	(206,577)		(184,388)		(159,530)
Medical costs payable, end of period	$	29,056	$	24,483	$	21,872

For the year ended December 31, 2022, prior year’s medical cost reserve development included no individual factors that were significant. For the years ended December 31, 2021 and 2020, prior years’ medical cost reserve development was primarily driven by lower than expected care activity. Additionally, prior years’ medical cost reserve development in the year ended December 31, 2021 was driven by care patterns disrupted by COVID-19.

Medical costs payable included IBNR of $20.0 billion and $17.1 billion at December 31, 2022 and 2021, respectively. Substantially all of the IBNR balance as of December 31, 2022 relates to the current year.

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The following is information about incurred and paid medical cost development as of December 31, 2022:

	Net Incurred Medical Costs
(in millions)	For the Years Ended December 31,
Year	2021		2022
2021	$	188,631	$	188,407
2022			211,252
Total			$	399,659
	Net Cumulative Medical Payments
(in millions)	For the Years Ended December 31,
Year	2021		2022
2021	$	(165,524)	$	(186,944)
2022			(184,049)
Total			(370,993)
Net remaining outstanding liabilities prior to 2021			390
Total medical costs payable			$	29,056

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8.    Short-Term Borrowings and Long-Term Debt

Short-term borrowings and senior unsecured long-term debt consisted of the following:

	Carrying Value As of December 31,
(in millions, except percentages)	2022		2021
Commercial paper	$	800	$	—
$1,100 million 2.875% notes due March 2022	—		1,097
$1,000 million 3.350% notes due July 2022	—		999
$900 million 2.375% notes due October 2022	—		899
$15 million 0.000% notes due November 2022	—		14
$625 million 2.750% notes due February 2023	622		632
$750 million 2.875% notes due March 2023	746		768
$750 million 3.500% notes due June 2023	750		749
$750 million 3.500% notes due February 2024	749		748
$1,000 million 0.550% notes due May 2024	998		996
$750 million 2.375% notes due August 2024	749		748
$500 million 5.000% notes due October 2024	499		—
$2,000 million 3.750% notes due July 2025	1,995		1,994
$750 million 5.150% notes due October 2025	747		—
$300 million 3.700% notes due December 2025	299		299
$500 million 1.250% notes due January 2026	498		497
$1,000 million 3.100% notes due March 2026	998		997
$1,000 million 1.150% notes due May 2026	893		972
$750 million 3.450% notes due January 2027	748		747
$625 million 3.375% notes due April 2027	622		621
$600 million 3.700% notes due May 2027	597		—
$950 million 2.950% notes due October 2027	943		942
$1,000 million 5.250% notes due February 2028	1,008		—
$1,150 million 3.850% notes due June 2028	1,145		1,144
$850 million 3.875% notes due December 2028	845		844
$900 million 4.000% notes due May 2029	849		—
$1,000 million 2.875% notes due August 2029	886		1,023
$1,250 million 5.300% notes due February 2030	1,269		—
$1,250 million 2.000% notes due May 2030	1,237		1,235
$1,500 million 2.300% notes due May 2031	1,256		1,482
$1,500 million 4.200% notes due May 2032	1,393		—
$2,000 million 5.350% notes due February 2033	2,037		—
$1,000 million 4.625% notes due July 2035	993		993
$850 million 5.800% notes due March 2036	840		839
$500 million 6.500% notes due June 2037	493		492
$650 million 6.625% notes due November 2037	642		642
$1,100 million 6.875% notes due February 2038	1,079		1,078
$1,250 million 3.500% notes due August 2039	1,242		1,242
$1,000 million 2.750% notes due May 2040	967		966
$300 million 5.700% notes due October 2040	296		296
$350 million 5.950% notes due February 2041	346		346
$1,500 million 3.050% notes due May 2041	1,483		1,483

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	Carrying Value As of December 31,
(in millions, except percentages)	2022		2021
$600 million 4.625% notes due November 2041	590		589
$502 million 4.375% notes due March 2042	486		485
$625 million 3.950% notes due October 2042	609		608
$750 million 4.250% notes due March 2043	736		736
$2,000 million 4.750% notes due July 2045	1,975		1,974
$750 million 4.200% notes due January 2047	739		739
$725 million 4.250% notes due April 2047	718		718
$950 million 3.750% notes due October 2047	935		934
$1,350 million 4.250% notes due June 2048	1,331		1,330
$1,100 million 4.450% notes due December 2048	1,087		1,087
$1,250 million 3.700% notes due August 2049	1,236		1,236
$1,250 million 2.900% notes due May 2050	1,210		1,209
$2,000 million 3.250% notes due May 2051	1,971		1,970
$2,000 million 4.750% notes due May 2052	1,965		—
$2,000 million 5.875% notes due February 2053	1,968		—
$1,250 million 3.875% notes due August 2059	1,228		1,228
$1,000 million 3.125% notes due May 2060	966		965
$1,000 million 4.950% notes due May 2062	981		—
$1,500 million 6.050% notes due February 2063	1,466		—
Total short-term borrowings and long-term debt	$	56,756	$	44,632

The Company’s long-term debt obligations also included $0.9 billion and $1.4 billion of other financing obligations, of which $192 million and $611 million were current as of December 31, 2022 and 2021, respectively.

Maturities of short-term borrowings and long-term debt for the years ending December 31 are as follows:

(in millions)
2023	$	3,117
2024	3,136
2025	3,186
2026	2,636
2027	3,061
Thereafter	43,638

Short-Term Borrowings

Commercial paper consists of short-duration, senior unsecured debt privately placed on a discount basis through broker-dealers.

The Company has $6.0 billion five-year, $6.0 billion three-year and $6.0 billion 364-day revolving bank credit facilities with 25 banks, which mature in December 2027, December 2025 and December 2023, respectively. These facilities provide full liquidity support for the Company’s commercial paper program and are available for general corporate purposes. As of December 31, 2022, no amounts had been drawn on any of the bank credit facilities. The annual interest rates, which are variable based on term, are calculated based on one-month term Secured Overnight Financing Rate (SOFR) plus a SOFR Adjustment of 10 basis points plus a credit spread based on the Company’s senior unsecured credit ratings. If amounts had been drawn on the bank credit facilities as of December 31, 2022, annual interest rates would have ranged from 5.1% to 7.5%.

Debt Covenants

The Company’s bank credit facilities contain various covenants, including requiring the Company to maintain a debt to debt-plus-shareholders’ equity ratio of not more than 60%. The Company was in compliance with its debt covenants as of December 31, 2022.

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9.    Income Taxes

The current income tax provision reflects the tax consequences of revenues and expenses currently taxable or deductible on various income tax returns for the year reported. The deferred income tax provision or benefit generally reflects the net change in deferred income tax assets and liabilities during the year, excluding any deferred income tax assets and liabilities of acquired businesses. The components of the provision for income taxes for the years ended December 31 are as follows:

(in millions)	2022		2021		2020
Current Provision:
Federal	$	4,842	$	3,451	$	4,098
State and local	855		481		392
Foreign	680		516		491
Total current provision	6,377		4,448		4,981
Deferred (benefit) provision	(673)		130		(8)
Total provision for income taxes	$	5,704	$	4,578	$	4,973

The reconciliation of the tax provision at the U.S. federal statutory rate to the provision for income taxes and the effective tax rate for the years ended December 31 is as follows:

(in millions, except percentages)	2022				2021				2020
Tax provision at the U.S. federal statutory rate	$	5,532	21.0	%	$	4,685	21.0	%	$	4,356	21.0	%
State income taxes, net of federal benefit	621		2.4		419		1.9		315		1.5
Share-based awards - excess tax benefit	(110)		(0.4)		(100)		(0.4)		(130)		(0.6)
Non-deductible compensation	150		0.6		144		0.6		134		0.7
Health insurance tax	—		—		—		—		626		3.0
Foreign rate differential	(265)		(1.0)		(246)		(1.1)		(164)		(0.8)
Other, net	(224)		(0.9)		(324)		(1.5)		(164)		(0.8)
Provision for income taxes	$	5,704	21.7	%	$	4,578	20.5	%	$	4,973	24.0	%

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Deferred income tax assets and liabilities are recognized for the differences between the financial and income tax reporting bases of assets and liabilities based on enacted tax rates and laws. The components of deferred income tax assets and liabilities as of December 31 are as follows:

(in millions)	2022		2021
Deferred income tax assets:
Accrued expenses and allowances	$	707	$	723
U.S. federal and state net operating loss carryforwards	540		287
Share-based compensation	154		117
Nondeductible liabilities	341		296
Non-U.S. tax loss carryforwards	631		435
Lease liability	972		1,284
Net unrealized losses on investments	829		—
Other-domestic	291		228
Other-non-U.S.	423		376
Subtotal	4,888		3,746
Less: valuation allowances	(291)		(198)
Total deferred income tax assets	4,597		3,548
Deferred income tax liabilities:
U.S. federal and state intangible assets	(3,520)		(2,658)
Non-U.S. goodwill and intangible assets	(550)		(512)
Capitalized software	(548)		(833)
Depreciation and amortization	(520)		(349)
Prepaid expenses	(275)		(256)
Outside basis in partnerships	(653)		(565)
Lease right-of-use asset	(958)		(1,267)
Net unrealized gains on investments	—		(125)
Other-non-U.S.	(342)		(248)
Total deferred income tax liabilities	(7,366)		(6,813)
Net deferred income tax liabilities	$	(2,769)	$	(3,265)

Valuation allowances are provided when it is considered more likely than not deferred tax assets will not be realized. The valuation allowances primarily relate to future tax benefits on certain federal, state and non-U.S. net operating loss carryforwards. Gross federal net operating loss carryforwards of $490 million expire beginning in 2023 through 2037 and $611 million have an indefinite carryforward period; state net operating loss carryforwards expire beginning in 2023 through 2042, with some having an indefinite carryforward period. Substantially all of the non-U.S. tax loss carryforwards have indefinite carryforward periods.

As of December 31, 2022, the Company’s undistributed earnings from non-U.S. subsidiaries are intended to be indefinitely reinvested in non-U.S. operations, and therefore no U.S. deferred taxes have been recorded. Taxes payable on the remittance of such earnings would be minimal.

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A reconciliation of the beginning and ending amount of unrecognized tax benefits as of December 31 is as follows:

(in millions)	2022		2021		2020
Gross unrecognized tax benefits, beginning of period	$	2,310	$	1,829	$	1,423
Gross increases:
Current year tax positions	586		538		416
Prior year tax positions	206		10		120
Gross decreases:
Prior year tax positions	(21)		(47)		(130)
Statute of limitations lapses	—		(20)		—
Gross unrecognized tax benefits, end of period	$	3,081	$	2,310	$	1,829

The Company believes it is reasonably possible its liability for unrecognized tax benefits will decrease in the next twelve months by $260 million as a result of audit settlements and the expiration of statutes of limitations.

The Company classifies net interest and penalties associated with uncertain income tax positions as income taxes within its Consolidated Statements of Operations. During the years ended December 31, 2022, 2021 and 2020, the Company recognized $64 million, $66 million and $52 million of net interest and penalties, respectively. The Company had $253 million and $194 million of accrued interest and penalties for uncertain tax positions as of December 31, 2022 and 2021, respectively. These amounts are not included in the reconciliation above. As of December 31, 2022, there were $1.7 billion of unrecognized tax benefits which, if recognized, would affect the effective tax rate.

The Company currently files income tax returns in the United States, various states and localities and non-U.S. jurisdictions. The U.S. Internal Revenue Service (IRS) has completed exams on the consolidated income tax returns for fiscal years 2016 and prior. The Company’s 2017 through 2020 tax years are under review by the IRS under its Compliance Assurance Program. With the exception of a few states, the Company is no longer subject to income tax examinations prior to the 2014 tax year. In general, the Company is subject to examination in non-U.S. jurisdictions for years 2015 and forward.

10.    Shareholders' Equity

Regulatory Capital and Dividend Restrictions

The Company’s regulated insurance and HMO subsidiaries are subject to regulations and standards in their respective jurisdictions. These standards, among other things, require these subsidiaries to maintain specified levels of statutory capital, as defined by each jurisdiction, and restrict the timing and amount of dividends and other distributions which may be paid to their parent companies. In the United States, most of these state regulations and standards are generally consistent with model regulations established by the NAIC. These standards generally permit dividends to be paid from statutory unassigned surplus of the regulated subsidiary and are limited based on the regulated subsidiary’s level of statutory net income and statutory capital and surplus. These dividends are referred to as “ordinary dividends” and generally may be paid without prior regulatory approval. If the dividend, together with other dividends paid within the preceding twelve months, exceeds a specified statutory limit or is paid from sources other than earned surplus, it is generally considered an “extraordinary dividend” and must receive prior regulatory approval.

For the year ended December 31, 2022, the Company’s domestic insurance and HMO subsidiaries paid their parent companies dividends of $8.8 billion, including $7.4 billion of extraordinary dividends. For the year ended December 31, 2021, the Company’s domestic insurance and HMO subsidiaries paid their parent companies dividends of $8.0 billion, including $4.7 billion of extraordinary dividends.

The Company's global financially regulated subsidiaries had estimated aggregate statutory capital and surplus of $33.8 billion as of December 31, 2022. The estimated statutory capital and surplus necessary to satisfy regulatory requirements of the Company's global financially regulated subsidiaries was approximately $15.4 billion as of December 31, 2022.

Optum Bank must meet minimum capital requirements of the FDIC under the capital adequacy rules to which it is subject. At December 31, 2022, the Company believes Optum Bank met the FDIC requirements to be considered “Well Capitalized.”

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Share Repurchase Program

Under its Board of Directors’ authorization, the Company maintains a share repurchase program. The objectives of the share repurchase program are to optimize the Company’s capital structure and cost of capital, thereby improving returns to shareholders, as well as to offset the dilutive impact of share-based awards. Repurchases may be made from time to time in open market purchases or other types of transactions (including prepaid or structured share repurchase programs), subject to certain restrictions. In June 2018, the Board of Directors renewed the Company’s share repurchase program with an authorization to repurchase up to 100 million shares of its common stock.

A summary of common share repurchases for the years ended December 31, 2022 and 2021 is as follows:

	Years Ended December 31,
(in millions, except per share data)	2022		2021
Common share repurchases, shares	14		13
Common share repurchases, average price per share	$	501.67	$	389.92
Common share repurchases, aggregate cost	$	7,000	$	5,000
Board authorized shares remaining	31		45

Dividends

In June 2022, the Company’s Board of Directors increased the Company’s quarterly cash dividend to shareholders to an annual rate of $6.60 compared to $5.80 per share, which the Company had paid since June 2021. Declaration and payment of future quarterly dividends is at the discretion of the Board and may be adjusted as business needs or market conditions change.

The following table provides details of the Company’s 2022 dividend payments:

Payment Date	Amount per Share		Total Amount Paid
			(in millions)
March 22	$	1.45	$	1,363
June 28	1.65		1,545
September 20	1.65		1,542
December 13	1.65		1,541

11.    Share-Based Compensation

The Company’s outstanding share-based awards consist mainly of non-qualified stock options and restricted shares. As of December 31, 2022, the Company had 59 million shares available for future grants of share-based awards under the 2020 Stock Incentive Plan. As of December 31, 2022, there were 18 million shares of common stock available for issuance under the ESPP.

Stock Options

Stock option activity for the year ended December 31, 2022 is summarized in the table below:

	Shares	Weighted-<br>Average<br>Exercise<br>Price		Weighted-<br>Average<br>Remaining<br>Contractual Life	Aggregate<br>Intrinsic Value
	(in millions)			(in years)	(in millions)
Outstanding at beginning of period	25	$	241
Granted	4	459
Exercised	(5)	215
Forfeited	(1)	356
Outstanding at end of period	23	281		5.8	$	5,914
Exercisable at end of period	13	213		4.4	4,170
Vested and expected to vest, end of period	23	278		5.7	5,854

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Restricted Shares

Restricted share activity for the year ended December 31, 2022 is summarized in the table below:

(shares in millions)	Shares	Weighted-Average<br>Grant Date<br>Fair Value<br>per Share
Nonvested at beginning of period	4	$	303
Granted	2	483
Vested	(2)	287
Nonvested at end of period	4	401

Other Share-Based Compensation Data

(in millions, except per share amounts)		For the Years Ended December 31,
	2022			2021			2020
Stock Options
Weighted-average grant date fair value of shares granted, per share		$	116		$	71		$	54
Total intrinsic value of stock options exercised		1,419			1,519			1,736
Restricted Shares
Weighted-average grant date fair value of shares granted, per share		483			352			303
Total fair value of restricted shares vested		$	760		$	560		$	574
Employee Stock Purchase Plan
Number of shares purchased		1			1			1
Share-Based Compensation Items
Share-based compensation expense, before tax		$	925		$	800		$	679
Share-based compensation expense, net of tax effects		836			719			619
Income tax benefit realized from share-based award exercises		207			173			208
(in millions, except years)	December 31, 2022
---	---	---
Unrecognized compensation expense related to share awards	$	1,165
Weighted-average years to recognize compensation expense	1.3

Share-Based Compensation Recognition and Estimates

The principal assumptions the Company used in calculating grant-date fair value for stock options were as follows:

	For the Years Ended December 31,
	2022	2021	2020
Risk-free interest rate	1.9% - 4.3%	0.7% - 1.2%	0.2% - 1.4%
Expected volatility	30.6% -30.8%	29.2% - 29.8%	22.2% - 29.5%
Expected dividend yield	1.2%	1.3% - 1.5%	1.4% - 1.7%
Forfeiture rate	5.0%	5.0%	5.0%
Expected life in years	4.7	4.8	5.1

Risk-free interest rates are based on U.S. Treasury yields in effect at the time of grant. Expected volatilities are based on the historical volatility of the Company’s common stock and the implied volatility from exchange-traded options on the Company’s common stock. Expected dividend yields are based on the per share cash dividend paid by the Company. The Company uses historical data to estimate option exercises and forfeitures within the valuation model. The expected lives of options granted represents the period of time the awards granted are expected to be outstanding based on historical exercise patterns.

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Other Employee Benefit Plans

The Company offers a 401(k) plan for its employees. Compensation expense related to this plan was not material for 2022, 2021 and 2020.

In addition, the Company maintains non-qualified, deferred compensation plans, which allow certain members of senior management and executives to defer portions of their salary or bonus. The deferrals are recorded within long-term investments with an approximately equal amount in other liabilities in the Consolidated Balance Sheets. The total deferrals are distributable based upon termination of employment or other periods, as elected under each plan and were $1.6 billion and $1.8 billion as of December 31, 2022 and 2021, respectively.

12.    Commitments and Contingencies

Leases

Operating lease costs, including immaterial variable and short-term lease costs, were $1.3 billion, $1.2 billion and $1.1 billion for the years ended December 31, 2022, 2021 and 2020, respectively. Cash payments made on the Company’s operating lease liabilities were $996 million, $921 million and $865 million for the years ended December 31, 2022, 2021 and 2020, respectively, which were classified within operating activities in the Consolidated Statements of Cash Flows. As of December 31, 2022, the Company’s weighted-average remaining lease term and weighted-average discount rate for its operating leases were 8.6 years and 3.4%, respectively.

As of December 31, 2022, future minimum annual lease payments under all non-cancelable operating leases were as follows:

(in millions)	Future Minimum Lease Payments
2023	$	997
2024	858
2025	702
2026	578
2027	475
Thereafter	2,028
Total future minimum lease payments	5,638
Less imputed interest	(808)
Total	$	4,830

Other Commitments

The Company provides guarantees related to its service level under certain contracts. If minimum standards are not met, the Company may be financially at risk up to a stated percentage of the contracted fee or a stated dollar amount. None of the amounts accrued, paid or charged to income for service level guarantees were material as of December 31, 2022, 2021 or 2020.

Pending Acquisitions

As of December 31, 2022, the Company has entered into agreements to acquire companies in the health care sector, most notably, LHC Group, Inc. (NASDAQ: LHCG), subject to regulatory approval and other customary closing conditions. The total anticipated capital required for these acquisitions, excluding the payoff of acquired indebtedness, is approximately $9 billion. The Company completed the acquisition of LHC Group, Inc. on February 22, 2023.

Legal Matters

The Company is frequently made party to a variety of legal actions and regulatory inquiries, including class actions and suits brought by members, care providers, consumer advocacy organizations, customers and regulators, relating to the Company’s businesses, including management and administration of health benefit plans and other services. These matters include medical malpractice, employment, intellectual property, antitrust, privacy and contract claims and claims related to health care benefits coverage and other business practices.

The Company records liabilities for its estimates of probable costs resulting from these matters where appropriate. Estimates of costs resulting from legal and regulatory matters involving the Company are inherently difficult to predict, particularly where the matters: involve indeterminate claims for monetary damages or may involve fines, penalties or punitive damages; present novel legal theories or represent a shift in regulatory policy; involve a large number of claimants or regulatory bodies; are in the early stages of the proceedings; or could result in a change in business practices. Accordingly, the Company is often unable to

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estimate the losses or ranges of losses for those matters where there is a reasonable possibility or it is probable a loss may be incurred.

Government Investigations, Audits and Reviews

The Company has been involved or is currently involved in various governmental investigations, audits and reviews. These include routine, regular and special investigations, audits and reviews by CMS, state insurance and health and welfare departments, state attorneys general, the Office of the Inspector General, the Office of Personnel Management, the Office of Civil Rights, the Government Accountability Office, the Federal Trade Commission, U.S. Congressional committees, the U.S. Department of Justice (DOJ), the SEC, the IRS, the U.S. Drug Enforcement Administration, the U.S. Department of Labor, the FDIC, Consumer Financial Protection Bureau, the Defense Contract Audit Agency and other governmental authorities. Similarly, our international businesses are also subject to investigations, audits and reviews by applicable foreign governments, including South American and other non-U.S. governmental authorities. Certain of the Company’s businesses have been reviewed or are currently under review, including for, among other matters, compliance with coding and other requirements under the Medicare risk-adjustment model. CMS has selected certain of the Company’s local plans for risk adjustment data validation (RADV) audits to validate the coding practices of and supporting documentation maintained by health care providers and such audits may result in retrospective adjustments to payments made to the Company’s health plans.

On February 14, 2017, the DOJ announced its decision to pursue certain claims within a lawsuit initially asserted against the Company and filed under seal by a whistleblower in 2011. The whistleblower’s complaint, which was unsealed on February 15, 2017, alleges the Company made improper risk adjustment submissions and violated the False Claims Act. On February 12, 2018, the court granted in part and denied in part the Company’s motion to dismiss. In May 2018, the DOJ moved to dismiss the Company’s counterclaims, which were filed in March 2018, and moved for partial summary judgment. In March 2019, the court denied the government’s motion for partial summary judgment and dismissed the Company’s counterclaims without prejudice. The Company cannot reasonably estimate the outcome which may result from this matter given its procedural status.

13.    Business Combinations

On October 3, 2022, the Company acquired all of the outstanding common shares of Change Healthcare Inc. (Change) and funded Change’s payoff of its outstanding debt and credit facility for a total of $13.9 billion in cash. The combination of the Company and Change will connect and simplify the core clinical, administrative and payment processes health care providers and payers depend on to serve patients. Change brings key technologies, connections and advanced clinical decision, administrative and financial support capabilities, enabling better workflow and transactional connectivity across the health care system.

Subsequent to closing and as planned, the Company sold Change’s claims editing business to an affiliate of investment funds of TPG Inc. for $2.2 billion in cash. The net assets and net liabilities associated with this sale were classified as held-for-sale at the time of acquisition. There was no gain or loss associated with this transaction.

During the year ended December 31, 2022, the Company completed several other business combinations for total consideration of $8.8 billion. The Company also sold other businesses for $1.2 billion of cash, with a carrying value of $600 million, and the difference reflected in the Consolidated Statement of Operations.

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Acquired assets (liabilities) at acquisition date were:

(in millions)	Change		Other Acquisitions		Total
Cash and cash equivalents	$	222	$	523	$	745
Accounts receivable and other current assets	925		696		1,621
Assets held-for-sale	2,310		—		2,310
Property, equipment and other long-term assets	254		1,882		2,136
Other intangible assets	4,050		1,764		5,814
Total identifiable assets acquired	7,761		4,865		12,626
Medical costs payable	—		(308)		(308)
Accounts payable and other current liabilities	(1,017)		(843)		(1,860)
Liabilities held-for-sale	(101)		—		(101)
Other long-term liabilities	(1,193)		(713)		(1,906)
Total identifiable liabilities acquired	(2,311)		(1,864)		(4,175)
Total net identifiable assets	5,450		3,001		8,451
Goodwill	8,496		9,214		17,710
Redeemable noncontrolling interests	—		(3,108)		(3,108)
Nonredeemable noncontrolling interests	—		(370)		(370)
Net assets acquired	$	13,946	$	8,737	$	22,683

The majority of goodwill is not deductible for income tax purposes. The preliminary purchase price allocations for the various business combinations are subject to adjustment as valuation analyses, primarily related to intangible assets and contingent liabilities, are finalized.

The acquisition date fair values and weighted-average useful lives assigned to finite-lived intangible assets acquired consisted of the following:

	Change			Other Acquisitions			Total
(in millions, except years)	Fair Value		Weighted-Average Useful Life	Fair Value		Weighted-Average Useful Life	Fair Value		Weighted-Average Useful Life
Customer-related	$	3,063	15 years	$	864	13 years	$	3,927	15 years
Trademarks and technology	977		6 years	81		4 years	1,058		6 years
Other	10		1 year	766		13 years	776		13 years
Total acquired finite-lived intangible assets	$	4,050	13 years	$	1,711	13 years	$	5,761	13 years

The results of operations and financial condition of acquired entities have been included in the Company’s consolidated results and the results of the corresponding operating segment as of the date of acquisition. Through December 31, 2022, acquired entities impact on revenues and net earnings was not material.

Unaudited pro forma revenues and net earnings for the years ended December 31, 2022 and 2021, as if the business combinations had occurred on January 1, 2021, were immaterial for both periods.

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14.    Segment Financial Information

Factors used to determine the Company’s reportable segments include the nature of operating activities, economic characteristics, existence of separate senior management teams and the type of information used by the Company’s chief operating decision maker to evaluate its results of operations. Reportable segments with similar economic characteristics, products and services, customers, distribution methods and operational processes which operate in a similar regulatory environment are combined.

The following is a description of the types of products and services from which each of the Company’s four reportable segments derives its revenues:

•UnitedHealthcare includes the combined results of operations of UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement and UnitedHealthcare Community & State. The U.S. businesses share significant common assets, including a contracted network of physicians, health care professionals, hospitals and other facilities, information technology and consumer engagement infrastructure and other resources. Domestically, UnitedHealthcare Employer & Individual offers an array of consumer-oriented health benefit plans and services for employers and individuals. Globally, UnitedHealthcare Employer & Individual provides health and dental benefits and hospital and clinical services to employers and individuals in South America and other diversified global businesses. UnitedHealthcare Medicare & Retirement provides health care coverage and health and well-being services to individuals age 50 and older, addressing their unique needs. UnitedHealthcare Community & State provides diversified health care benefits products and services to state programs caring for the economically disadvantaged, the medically underserved and those without the benefit of employer-funded health care coverage.

•Optum Health focuses on care delivery, care management, wellness and consumer engagement, and health financial services. Optum Health is building a comprehensive, connected health care delivery and engagement platform by directly providing high-quality care, helping people manage chronic and complex health needs, and proactively engaging consumers in managing their health through in-person, in-home, virtual and digital clinical platforms.

•Optum Insight brings together advanced analytics, technology and health care expertise to deliver integrated services and solutions. Hospital systems, physicians, health plans, governments, life sciences companies and other organizations depend on Optum Insight to help them improve performance, achieve efficiency, reduce costs, meet compliance mandates and modernize their core operating systems to meet the changing needs of the health system.

•Optum Rx offers pharmacy care services and programs, including retail network contracting, home delivery, specialty and community health pharmacy services, purchasing and clinical capabilities, and develops programs in areas such as step therapy, formulary management, drug adherence and disease/drug therapy management. Optum Rx integrates pharmacy and medical care and is positioned to serve patients with complex clinical needs and consumers looking for a better digital pharmacy experience with transparent pricing.

The Company’s accounting policies for reportable segment operations are consistent with those described in the Summary of Significant Accounting Policies (see Note 2). Transactions between reportable segments principally consist of sales of pharmacy care products and services to UnitedHealthcare customers by Optum Rx; care delivery, care management services and certain product offerings sold to UnitedHealthcare by Optum Health; and health information and technology solutions, consulting and other services sold to UnitedHealthcare by Optum Insight. These transactions are recorded at management’s estimate of fair value. Transactions with affiliated customers are eliminated in consolidation. Assets and liabilities jointly used are assigned to each reportable segment using estimates of pro-rata usage. Cash and investments are assigned so each reportable segment has working capital and/or at least minimum specified levels of regulatory capital.

As a percentage of the Company’s total consolidated revenues, premium revenues from CMS were 38%, 36% and 36% for 2022, 2021 and 2020, respectively, most of which were generated by UnitedHealthcare Medicare & Retirement and included in the UnitedHealthcare segment. U.S. customer revenue represented approximately 97% of consolidated total revenues for 2022, 2021 and 2020. Long-lived fixed assets located in the United States represented approximately 81% and 78% of the total long-lived fixed assets as of December 31, 2022 and 2021, respectively. The non-U.S. revenues and fixed assets are primarily related to UnitedHealthcare Employer & Individual’s international businesses.

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The following table presents the reportable segment financial information:

			Optum
(in millions)	UnitedHealthcare		Optum Health		Optum Insight		Optum Rx		Optum Eliminations		Optum		Corporate and<br>Eliminations		Consolidated
2022
Revenues - unaffiliated customers:
Premiums	$	238,783	$	18,374	$	—	$	—	$	—	$	18,374	$	—	$	257,157
Products	—		72		180		37,172		—		37,424		—		37,424
Services	10,035		10,917		4,996		1,603		—		17,516		—		27,551
Total revenues - unaffiliated customers	248,818		29,363		5,176		38,775		—		73,314		—		322,132
Total revenues - affiliated customers	—		40,883		9,288		60,936		(2,760)		108,347		(108,347)		—
Investment and other income	923		928		117		62		—		1,107		—		2,030
Total revenues	$	249,741	$	71,174	$	14,581	$	99,773	$	(2,760)	$	182,768	$	(108,347)	$	324,162
Earnings from operations	$	14,379	$	6,032	$	3,588	$	4,436	$	—	$	14,056	$	—	$	28,435
Interest expense	—		—		—		—		—		—		(2,092)		(2,092)
Earnings before income taxes	$	14,379	$	6,032	$	3,588	$	4,436	$	—	$	14,056	$	(2,092)	$	26,343
Total assets	$	107,094	$	68,950	$	31,090	$	47,476	$	—	$	147,516	$	(8,905)	$	245,705
Purchases of property, equipment and capitalized software	799		997		698		308		—		2,003		—		2,802
Depreciation and amortization	973		943		841		643		—		2,427		—		3,400
2021
Revenues - unaffiliated customers:
Premiums	$	212,381	$	13,852	$	—	$	—	$	—	$	13,852	$	—	$	226,233
Products	—		32		159		34,246		—		34,437		—		34,437
Services	9,661		9,894		3,936		1,112		—		14,942		—		24,603
Total revenues - unaffiliated customers	222,042		23,778		4,095		35,358		—		63,231		—		285,273
Total revenues - affiliated customers	—		29,234		7,867		55,779		(2,013)		90,867		(90,867)		—
Investment and other income	857		1,053		237		177		—		1,467		—		2,324
Total revenues	$	222,899	$	54,065	$	12,199	$	91,314	$	(2,013)	$	155,565	$	(90,867)	$	287,597
Earnings from operations	$	11,975	$	4,462	$	3,398	$	4,135	$	—	$	11,995	$	—	$	23,970
Interest expense	—		—		—		—		—		—		(1,660)		(1,660)
Earnings before income taxes	$	11,975	$	4,462	$	3,398	$	4,135	$	—	$	11,995	$	(1,660)	$	22,310
Total assets	$	102,967	$	60,474	$	16,868	$	40,181	$	—	$	117,523	$	(8,284)	$	212,206
Purchases of property, equipment and capitalized software	795		791		567		301		—		1,659		—		2,454
Depreciation and amortization	1,004		818		684		597		—		2,099		—		3,103
2020
Revenues - unaffiliated customers:
Premiums	$	191,679	$	9,799	$	—	$	—	$	—	$	9,799	$	—	$	201,478
Products	—		33		135		33,977		—		34,145		—		34,145
Services	8,464		6,815		3,687		1,050		—		11,552		—		20,016
Total revenues - unaffiliated customers	200,143		16,647		3,822		35,027		—		55,496		—		255,639
Total revenues - affiliated customers	—		22,481		6,941		52,420		(1,800)		80,042		(80,042)		—
Investment and other income	732		680		39		51		—		770		—		1,502
Total revenues	$	200,875	$	39,808	$	10,802	$	87,498	$	(1,800)	$	136,308	$	(80,042)	$	257,141
Earnings from operations	$	12,359	$	3,434	$	2,725	$	3,887	$	—	$	10,046	$	—	$	22,405
Interest expense	—		—		—		—		—		—		(1,663)		(1,663)
Earnings before income taxes	$	12,359	$	3,434	$	2,725	$	3,887	$	—	$	10,046	$	(1,663)	$	20,742
Total assets	$	98,229	$	52,073	$	15,425	$	39,280	$	—	$	106,778	$	(7,718)	$	197,289
Purchases of property, equipment and capitalized software	687		715		461		188		—		1,364		—		2,051
Depreciation and amortization	920		703		670		598		—		1,971		—		2,891

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ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

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.

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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.

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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

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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<br>KPMG International	Former Chairman and Chief Executive Officer <br>The Vanguard Group, Inc.
Paul Garcia	Valerie Montgomery Rice, M.D.
Retired Chair and Chief Executive Officer<br>Global Payments Inc.	President and Chief Executive Officer<br>Morehouse School of Medicine
Kristen Gil	John Noseworthy, M.D.
Vice President and Business Finance Officer<br>Alphabet Inc.	Former Chief Executive Officer and President<br><br>Mayo Clinic
Stephen Hemsley	Andrew Witty
Chair<br>UnitedHealth Group	Chief Executive Officer<br>UnitedHealth Group
Michele Hooper
Lead Independent Director<br>UnitedHealth Group<br>President and Chief Executive Officer<br>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.

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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)<br><br>Number of securities<br><br>to be issued upon exercise of outstanding options, warrants and rights	(b)<br><br>Weighted-average exercise price of outstanding options, warrants and rights		(c)<br><br>Number of securities<br><br>remaining available for<br><br>future issuance under<br><br>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.

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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, 2022and 2021.

•Consolidated Statements of Operations for the years ended December 31, 2022, 2021, and 2020.

•Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021, and 2020.

•Consolidated Statements of Changes in Equity for the years ended December 31, 2022, 2021, and 2020.

•Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021, and 2020.

•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 Planhttp://www.sec.gov/Archives/edgar/data/731766/000073176620000029/exhibit41.htm(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)http://www.sec.gov/Archives/edgar/data/731766/000073176620000029/0000731766-20-000029-index.htm
*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)

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*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 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)
*10.9	Form of Agreement for NonqualifiedStock 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 Form10-K for the year ended December 31, 2021)
*10.10	Form of Agreement for Performance-Based Restricted Stock Unit Awardto 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)
*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)
*10.19	Form of Agreement for Deferred Stock Unit Award to Non-Employee Directors under UnitedHealth Group Incorporated’s 2020 Stock IncentivePlan (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)
*10.21	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)

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*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)
*10.25	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)
*10.26	First Amendmentof UnitedHealth Group Executive Savings Plan (2021 Statement)
*10.27	Second Amendment of UnitedHealth Group Executive Savings Plan (2021 Statement)
*10.28	Executive Long-Term Disability Program, dated as of January 1, 2021
*10.29	Summary of Non-Management Director Compensation, effective as of October1, 2022
*10.30	UnitedHealth Group Directors’Compensation Deferral Plan (2023 Statement)
*10.31	AveryParent Holdings, Inc. 2020 Stock Option and Grant Plan
*10.32	Change Healthcare Inc. 2019 Omnibus Incentive Planhttps://www.sec.gov/Archives/edgar/data/731766/000110465922105262/tm2226855d1_ex4-3.htm(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)
*10.33	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)
*10.34	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)
*10.35	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)
*10.36	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)
*10.37	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)
*10.38	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)
*10.40	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)
*10.41	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)
*10.42	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)
*10.43	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)
*10.44	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)
*10.45	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)
*10.46	Amended and Restated Employment Agreement, effective as of February 12, 2018, between United HealthCare Services, Inc. and Brian R. Thompsonhttps://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1038.htm(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)
*10.47	Employment Agreement,effective as of February 28, 2022, between United HealthCare Services, Inc. and Rupert M. Bondy

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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).

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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

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Schedule I

Condensed Financial Information of Registrant

(Parent Company Only)

UnitedHealth Group

Condensed Balance Sheets

(in millions, except per share data)	December 31,<br>2022		December 31,<br>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

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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

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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

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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.

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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/    ANDREW WITTY
	Andrew Witty<br>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/ ANDREW WITTY	Director and Chief Executive Officer<br>(principal executive officer)	February 24, 2023
Andrew Witty
/s/ JOHN REX	Executive Vice President and Chief Financial Officer<br>(principal financial officer)	February 24, 2023
John Rex
/s/ THOMAS ROOS	Senior Vice President and<br>Chief Accounting Officer<br>(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/ KUAI LEONG
---	---
	Kuai Leong<br>As Attorney-in-Fact

80

Document

Exhibit 10.2

RESTRICTED STOCK UNIT AWARD

Award Date<br><br>(mm/dd/yyyy)<br><br><br><br>#GrantDate#	Number of Units<br><br><br><br><br><br>#QuantityGranted#	Final Vesting Date<br><br>(mm/dd/yyyy)<br><br><br><br>#GrantCustom2#

THIS CERTIFIES THAT UnitedHealth Group Incorporated, on behalf of itself and its subsidiaries, related and affiliated companies, and all divisions, successors, and assigns of them (collectively, the “Company”) has on the award date specified above (the “Award Date”) granted to

#ParticipantName#

(“Participant”) an award (the “Award”) to receive that number of restricted stock units (the “RSUs”) indicated above in the box labeled “Number of Units,” each RSU representing the right to receive one share of UnitedHealth Group Incorporated Common Stock, $.01 par value per share (the “Common Stock”), subject to certain restrictions and on the terms and conditions contained in this Award and the UnitedHealth Group Incorporated 2020 Stock Incentive Plan (the “Plan”).

The Participant acknowledges and agrees that the Company may deliver, by electronic mail, the use of the Internet, including through the website of the agent appointed by the Compensation and Human Resources Committee of the Board of Directors of the Company (the “Committee”) to administer the Plan, the Company intranet web pages or otherwise, any information concerning the Company; the Award; the Plan, pursuant to which the Company granted the Award; and any information required by the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

A copy of the Plan is available upon request. In the event of any conflict between the terms of the Plan and this Award certificate, the terms of the Plan shall govern. Any terms not defined herein shall have the meaning set forth in the Plan.

* * * * *

1.Rights of the Participant with Respect to the RSUs.

(a) No Shareholder Rights. The RSUs granted pursuant to this Award certificate do not and shall not entitle Participant to any rights of a shareholder of Common Stock, except as provided below. The rights of Participant with respect to the RSUs shall remain forfeitable at all times prior to the date on which such rights become vested, and the restrictions with respect to the RSUs lapse, in accordance with Section 2, 3 or 4.

(b) Conversion of RSUs; Issuance of Common Stock. No shares of Common Stock shall be issued to Participant prior to the date on which the RSUs vest, and the restrictions with respect to the RSUs lapse, in accordance with Section 2, 3 or 4. Neither this Section 1(b) nor any action taken pursuant to or in accordance with this Section 1(b) shall be construed to create a trust of any kind. After any RSUs vest pursuant to Section 2, 3 or 4, the Company shall promptly cause to be issued shares of Common Stock to Participant or in the name of Participant’s legal representatives, beneficiaries, or heirs, as the case may be, in payment of such vested whole RSUs, at the times provided in Section 2, 3 or 4, as applicable.

(c) Dividends. If a cash dividend is declared and paid by the Company with respect to the Common Stock, Participant shall be credited as of the applicable dividend payment date with an additional number of whole and/or fractional RSUs (the “Dividend Units”) equal to (A) the total cash dividend Participant would have received

had Participant’s RSUs (and any previously credited Dividend Units with respect thereto) been actual shares of Common Stock, divided by (B) the Fair Market Value of a share of Common Stock as of the applicable dividend payment date. As of each vesting date pursuant to Sections 2, 3 or 4, the number of Dividend Units paid on the RSUs vesting on such vesting date shall become vested, earned, and payable in the form of shares of Common Stock; provided, however, that any vested Dividend Units not converted into a whole share of Common Stock may be converted into a fractional Dividend Unit or a cash payment. To the extent Participant’s rights to any unvested RSUs are forfeited, the Dividend Units paid on such forfeited RSUs shall also be forfeited. The terms of this Award certificate shall apply to all Dividend Units paid on the RSUs.

2.Vesting. Subject to the terms and conditions of this Award certificate, % of the RSUs shall vest, and the restrictions with respect to the RSUs shall lapse, on each of the __________ anniversaries of the grant date if Participant remains continuously employed by the Company or any Affiliate until the respective vesting dates. Any RSUs that vest pursuant to this Section 2 shall be paid to Participant no later than March 15th of the year following the year in which the vesting event occurs (which payment schedule is intended to comply with the “short-term deferral” exemption from the application of Section 409A of the Code).

3.Early Vesting On Certain Terminations On or After Change in Control. Notwithstanding the other vesting provisions contained in Section 2 and Section 4, but subject to the other terms and conditions set forth herein, all of the RSUs shall become immediately and unconditionally vested if, on or within two years after the effective date of a Change in Control, the Participant ceases to be an employee of the Company or any Affiliate as a result of a termination of employment (i) by the Participant for Good Reason, (ii) by the Company or any Affiliate without Cause, (iii) at a time when Participant is eligible for Retirement (as defined below), (iv) due to Participant’s Disability (as defined below), or (v) in the circumstances described in Section 4(c); provided that in the case of a termination for Good Reason, the RSUs shall vest if the Participant gives written notice of the circumstances constituting Good Reason within two years after the effective date of the Change in Control, if the Company fails to cure the circumstances constituting Good Reason within 60 days of the receipt of such notice and the Participant resigns within 30 days after the end of the cure period, all as provided in Section 3(d). Any RSUs that vest pursuant to this Section 3 shall be paid to Participant in a lump sum within thirty (30) days after the date of Participant’s Separation from Service. For purposes of this Award:

(a) “Affiliate” shall mean (i) any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, as determined by the Committee.

(b) “Change in Control” shall mean the sale of all or substantially all of the Company’s assets or any merger, reorganization, or exchange or tender offer which, in each case, will result in a change in the power to elect 50% or more of the members of the Board of Directors of the Company; provided, however, that such a sale, merger, or other event must also constitute either (i) a “change in the ownership” of the Company within the meaning of Treasury Regulation 1.409A-3(i)(5)(v), (ii) a “change in the effective control” of the Company within the meaning of Treasury Regulation 1.409A-3(i)(5)(vi)(A)(1) (replacing “30 percent” with “50 percent” as used in such regulation), or (iii) a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Treasury Regulation 1.409A-3(i)(5)(vii).

(c) “Cause” shall mean Participant’s (a) material failure to follow the Company’s reasonable direction or to perform any duties reasonably required on material matters, (b) material violation of, or failure to act upon or report known or suspected violations of, the Company’s Code of Conduct, as may be amended from time to time, (c) conviction of any felony, (d) commission of any criminal, fraudulent, or dishonest act in connection with Participant’s employment, (e) breach of any of the Restrictive Covenants in Section 8 of this Award certificate or a material breach of any employment agreement between Participant and the Company or any Affiliate, if any, or (f) conduct that is materially detrimental to the Company’s interests. The Company will, within 120 days of discovery of the conduct, give Participant written notice specifying the conduct constituting Cause in reasonable detail and Participant will have 60 days to remedy such conduct, if such conduct is reasonably capable of being remedied. In any instance where the Company may have grounds for Cause, failure by the Company to provide written notice of the grounds for Cause within 120 days of discovery shall be a waiver of its right to assert the subject conduct as a basis for termination for Cause.

(d) “Good Reason” shall mean the occurrence of any of the following without Participant’s written consent, in each case, when compared to the arrangements in effect immediately prior to the Change in Control:

(i)any reduction in Participant’s base salary or target bonus expressed as a percentage of the Participant’s base salary, other than a reduction that is pursuant to a general reduction affecting a group of employees;

(ii)a change in the principal location at which the Participant is required to perform his or her duties, if the new location is 50 miles or more further from the Participant’s principal residence than the original location; or

(iii)a material diminution in Participant’s duties, responsibilities, or authority.

Participant will, within 120 days of discovery of such circumstances, give the Company written notice specifying the circumstances constituting Good Reason in reasonable detail and, upon receipt of such notice, the Company shall have 60 days to cure the circumstances constituting Good Reason. Failure by Participant to provide written notice of the grounds for Good Reason within 120 days of discovery, or failure by the Participant to resign within 30 days after the end of the Company’s 60-day cure period, shall be a waiver of Participant’s right to assert the subject circumstance as a basis for termination for Good Reason.

(e) “Separation from Service” shall mean when Participant dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.

(f) Possible Acceleration of Vesting and Payment. If the Award is terminated pursuant to a Change in Control and is not assumed by a party to the Change in Control (and no such party issues a new award in substitution for the Award, as determined by the Committee), the Committee may provide for immediate vesting of the Award, and the issuance of shares of Common Stock, securities of a party to the Change in Control, or cash, or any combination thereof, in full satisfaction of the Award. Notwithstanding anything in the Plan or any other agreement to the contrary, there is no discretion to change the time of payment of the RSUs (in connection with a Change in Control, similar event, or otherwise) except as expressly provided in this Section 3 or as otherwise permitted under, and would not result in any tax, penalty, or interest under, Section 409A of the Code.

(g)    Section 409A - Possible Six-Month Delay in Payment. Notwithstanding any provision of this Award certificate to the contrary, if payment of the RSUs is triggered by Participant’s Separation from Service as provided in this Section 3 or Section 4 and, as of the date of such Separation from Service, Participant is a “specified employee” (within the meaning of Section 409A of the Code and determined pursuant to procedures adopted by the Company), Participant shall not be entitled to such payment of the RSUs until the earlier of (i) the date which is six (6) months after Participant’s Separation from Service for any reason other than death, or (ii) the date of Participant’s death. Any amounts otherwise payable to Participant upon or in the six (6) month period following Participant’s Separation from Service that are not so paid by reason of this Section 3(g) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after Participant’s Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of Participant’s death). The provisions of this Section 3(g) shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty, or interest pursuant to Section 409A of the Code.

4.Termination of Employment.

(a)Termination of Employment Generally. Except as expressly provided in Section 3 or this Section 4, if, prior to vesting of the RSUs pursuant to Section 2, Participant ceases to be an employee of the Company or any Affiliate for any reason (voluntary or involuntary), and does not continue after such cessation of service to be either an employee of the Company or any Affiliate, then Participant’s rights to all of the unvested RSUs shall be immediately and irrevocably forfeited on the date of termination.

(b)Death or Permanent Disability. If Participant dies while employed by the Company or any Affiliate, or if Participant receives disability benefits under the long-term disability insurance program of the

Company or the Affiliate by which the Participant is employed for a period of at least three months (“Disability”), then all unvested RSUs shall become immediately vested, and the restrictions with respect to all of the RSUs shall lapse, as of the date of such death or Disability. Any RSUs that vest pursuant to this Section 4(b) shall be paid to Participant or Participant’s estate not later than 90 days after the date of such death or Disability. Notwithstanding the foregoing, if the condition that results in Participant receiving Disability benefits is not a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, then the RSUs shall become immediately vested as provided above, but settlement shall be on the dates on which the RSUs would have vested under the original vesting schedule set forth in Section 2.

(c)Severance. If Participant’s employment with the Company or any Affiliate terminates at a time when Participant is not eligible for Retirement (and other than due to Participant’s death or Disability) and, in the circumstances, Participant is entitled to severance or separation pay, the following provisions of this Section 4(c) will apply. If Participant is entitled to severance under the Company’s severance pay plan as in effect on the date hereof, then the RSUs shall continue to vest, and the restrictions with respect to the RSUs shall continue to lapse, for the period of such severance that Participant is eligible to receive. If Participant is entitled to severance under an employment agreement entered into with the Company or an Affiliate on or prior to the date hereof, then vesting of the RSUs, and lapsing of their restrictions, shall continue for the period of such severance that Participant would be entitled to receive under that agreement as of the date hereof. If Participant is entitled to severance or separation pay under a plan or agreement as of the date hereof, other than under the Company’s severance pay plan or an employment agreement entered into with the Company or an Affiliate, then vesting of the RSUs, and lapsing of their restrictions, shall continue for three months from the date of termination, regardless of the period for which severance or separation pay is payable. In any case, should Participant’s severance or separation pay be paid in a lump sum versus bi-weekly payments, the RSUs shall continue to vest for the period of time in which severance or separation pay would have been paid had it been paid bi-weekly. Any RSUs that vest pursuant to this Section 4(c) shall be paid to Participant on the dates on which the RSUs would have vested under the original vesting schedule set forth in Section 2. For avoidance of doubt, any RSUs that are unvested on the date of termination of Participant’s employment and do not vest under the schedule set forth in Section 2 during the applicable severance or separation pay period identified above in this Section 4(c) shall be forfeited.

(d)Retirement. If Participant ceases to be an employee of the Company or any Affiliate and Participant is eligible for Retirement at the time of such termination of employment, then the vesting of the RSUs shall continue as if such termination of employment had not occurred, subject to provisions set out in Section 7 below. Any RSUs that vest pursuant to this Section 4(d) shall be paid to Participant on the dates on which the RSUs would have vested under the original vesting schedule set forth in Section 2.

(e)For purposes of this Award certificate, “Retirement” means the termination of employment of a Participant who is age 55 or older with at least ten years of Recognized Employment with the Company or any Affiliate other than by reason of (i) death or Disability or (ii) Cause.

(f)For purposes of this Award certificate, “Recognized Employment” shall include only employment since the Participant’s most recent date of hire by the Company or any Affiliate and shall not include employment with a company acquired by the Company or any Affiliate before the date of such acquisition.

5.Restriction on Transfer. Participant may not transfer the RSUs except by will or by the laws of descent and distribution. Notwithstanding the foregoing, the Award may be transferred to an alternate payee pursuant to the terms of a domestic relations order (as such terms are defined by Section 414(p) of the Code), provided that (i) the Participant is an employee at the time the domestic relations order is entered, (ii) the Award was outstanding at the time the domestic relations order is entered, and (iii) the transfer otherwise satisfies all requirements of the Plan and any limitations and requirements established by the Committee. Any attempt to otherwise transfer the RSUs shall be void.

6.Special Restriction on Transfer for Certain Participants. If Participant is an officer of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1 issued thereunder, as such status is reasonably determined from time to time by the Board of Directors of the Company (a “Section 16 Officer”), at any time that shares of Common Stock are issued upon the vesting of RSUs and the Company has theretofore communicated Participant’s status as a Section 16 Officer to Participant, the following special transfer restrictions

apply to Participant’s Award. One-third (1/3) of the net number of any shares of Common Stock acquired by Participant upon the vesting of RSUs at a time when Participant is a Section 16 Officer (including any shares of Common Stock or other securities into which such shares may be converted or exchanged as a result of any adjustment made pursuant to this Award or Section 7 of the Plan) must be retained, and may not be sold or otherwise transferred, for a period of at least one year following the applicable vesting date. For purposes of this Award, the “net number of any shares of Common Stock acquired” shall mean the number of shares issued upon vesting of RSUs after reduction for any shares of Common Stock withheld by or tendered to the Company, or sold on the market, to cover any federal, state, local, or other payroll, withholding, income, or other applicable tax withholding required in connection with the issuance of the shares. The restrictions of this Section 6 are in addition to, and not in lieu of, the restrictions imposed under other Company policies and applicable laws.

7.Forfeiture of RSUs and Shares of Common Stock. This Section 7 sets forth circumstances under which Participant shall forfeit all or a portion of the RSUs or be required to repay the Company for the value realized in respect of all or a portion of the RSUs.

(a)If a Participant is subject to and found in violation of the Company Recoupment and Cancellation Policy, as in effect from time to time (the “Policy”), the Participant’s outstanding RSUs, whether or not vested, may be forfeited, and the Participant may be required to repay the amount realized upon the settlement of previously settled RSUs, to the extent and in the manner provided in the Policy.

(b)Violation of Restrictive Covenants. If Participant violates any provision of the Restrictive Covenants set forth in Section 8 below, then any unvested RSUs shall be immediately and irrevocably forfeited without any payment therefor. In addition, for any RSUs that vested within one year prior to Participant’s termination of employment with the Company or any Affiliate or at any time after such termination of employment, the Participant shall be required, upon demand, to repay or otherwise reimburse the Company (including by forfeiting any deferred compensation credits in respect of such RSUs under the Company’s non-qualified compensation deferral plans) an amount having a value equal to the aggregate Fair Market Value of the shares of Common Stock underlying such RSUs on the date the RSUs became vested.

(c)In General. This Section 7 does not constitute the Company’s exclusive remedy for Participant’s violation of the Restrictive Covenants or commission of fraudulent conduct. As the forfeiture and repayment provisions are not adequate remedies at law, the Company may seek any additional legal or equitable remedy, including injunctive relief, for any such violations, except that, if unvested RSUs continue to vest under Section 4 following the termination of Participant’s employment with the Company or any Affiliate, then, with respect to the Restrictive Covenants in Sections 8(c) or (d) below, the maximum period of time to which Company shall be entitled to injunctive relief is a total of two (2) years following the termination of Participant’s employment with the Company or any Affiliate, not counting any time period that Participant is in violation of the Restrictive Covenants in Sections 8(c) or (d) below and during which time the running of the time periods for the restrictions set forth in Sections 8(c) and (d) of this Agreement shall be tolled as permitted by applicable law such that the running of the two (2) year time period shall commence only once Participant is in compliance with the Restrictive Covenants. The provisions in this Section 7 are essential economic conditions to the Company’s grant of RSUs to Participant. By receiving the grant of RSUs hereunder, Participant agrees that the Company may deduct from any amounts it owes Participant from time to time (such as wages or other compensation, deferred compensation credits, vacation pay, any severance or other payments owed following a termination of employment, as well as any other amounts owed to the Participant by the Company) to the extent of any amounts Participant owes the Company under this section. The provisions of this Section 7 and any amounts repayable by Participant hereunder are intended to be in addition to any rights to repayment the Company may have under Section 304 of the Sarbanes-Oxley Act of 2002, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and other applicable law.

8.Assignment and Restrictive Covenants. In consideration of the terms of this Award certificate and the Company’s sharing of Confidential Information with the Participant, which the Participant agrees constitute adequate and sufficient mutually agreed consideration, the Participant agrees to the Assignment and Restrictive Covenants set forth below in this Section 8.

(a)Assignment of Intellectual Property. Participant agrees to assign and hereby assigns to Company all rights, titles and interests Participant may have in or to any invention, innovation, computer program, software, database, discovery, idea, writing, improvement, process, technique or other works (collectively "Intellectual

Property") whether or not patentable or registrable under copyright or similar statutes, created or conceived by Participant, either alone or jointly with others, during Participant’s employment that: (i) relates in any manner to the actual or anticipated business, research, or development of Company; (ii) results from work assigned to or performed by Participant for Company; and/or (iii) is conceived of or made with the use of Company systems, equipment, supplies, materials, facilities, computer programs, confidential information and/or trade secret information (collectively “Company Resources”). This assignment does not apply to Intellectual Property that meets all of the following criteria: (i) no Company Resources were used in its creation; (ii) the Intellectual Property was developed entirely on Participants own time; (iii) at the time of conception or reduction to practice the Intellectual Property does not relate to Company’s business, actual or anticipated research or development; and (iv) the Intellectual Property does not result from any work performed by Participant for Company. Participant shall disclose to Company all Intellectual Property developed during Participant's employment so that Company may determine any rights it many have in such Intellectual Property.

(b)Non-Disclosure. Participant has or will be given access to and provided with sensitive, confidential, proprietary and/or trade secret information (collectively, “Confidential Information”) in the course of Participant’s employment. Examples of Confidential Information include inventions, new product or marketing plans, business strategies and plans, merger and acquisition targets, financial and pricing information, computer programs, source codes, models and data bases, analytical models, customer lists and information, and supplier and vendor lists and other information which is not generally available to the public. Participant shall not disclose or use Confidential Information, either during or after Participant’s employment with the Company, except (i) as necessary to perform Participant’s duties, (ii) as the Company may consent in writing, or (iii) as permitted by Section 8(g) below.

(c)Non-Solicitation. During Participant’s employment and for two years after the later of (i) the termination of Participant’s employment with the Company for any reason whatsoever or (ii) the last scheduled vesting date under Section 4, Participant shall not, without the Company’s prior written consent, directly or indirectly, for Participant or for any other person or entity, as agent, employee, officer, director, consultant, owner, principal, partner, shareholder, or in any other individual or representative capacity:

(i)Solicit or conduct business with any business competitive with the Company from any person or entity: (A) who was a Company provider or customer within the 12 months before Participant’s employment termination and with whom Participant had contact regarding the Company’s activity, products or services, or for whom Participant provided services or supervised employees who provided those services, or about whom Participant learned Confidential Information during employment related to the Company’s provision of products and services to such person or entity, or (B) was a prospective provider or customer the Company solicited within the 12 months before Participant’s employment termination and with whom Participant had contact for the purposes of soliciting the person or entity to become a provider or customer of the Company, or supervised employees who had those contacts, or about whom Participant learned Confidential Information during employment related to the Company’s provision of products and services to such person or entity;

(ii)Raid, hire, employ, recruit or solicit any Company employee or consultant who possesses Confidential Information of the Company to leave the Company;

(iii)Induce or influence any Company employee, consultant, or provider who possesses Confidential Information of the Company to terminate his, her or its employment or other relationship with the Company; or

(iv)Assist anyone in any of the activities listed above.

(d)Non-Competition. During Participant’s employment and for one year after the later of (i) the termination of Participant’s employment with the Company for any reason whatsoever or (ii) the last scheduled vesting date under Section 4, Participant shall not, without the Company’s prior written consent, directly or indirectly, for Participant or for any other person or entity, as agent, employee, officer, director, consultant, owner, principal, partner, shareholder, or in any other individual or representative capacity:

(i)Engage in or participate in any activity that competes, directly or indirectly, with any Company activity, product, or service that Participant engaged in, participated in, or had Confidential Information about during Participant’s last 24 months of employment with the Company; or

(ii)Assist anyone in any of the activities listed above.

(e)Geographic Scope.

(i)Participant’s obligations under subsections 8(c) and (d) of this “Assignments and Restrictive Covenants” section shall apply on a nationwide basis anywhere in the United States.

(ii)Participant’s obligations under this “Assignments and Restrictive Covenants” section shall also apply in any country outside the United States with respect to which Participant had responsibility for any UnitedHealth Group activity, product, or service in that country.

(f)Return of Property. Participant agrees that all tangible materials (whether originals or duplicates), including, but not limited to, notebooks, computers, files, reports, proposals, price lists, lists of actual or potential customers or suppliers, talent lists, formulae, prototypes, tools, equipment, models, specifications, technical data, methodologies, research results, test results, financial data, contracts, agreements, correspondence, documents, computer disks, software, computer printouts, information stored electronically, memoranda, and notes, in Participant’s possession, custody, or control which in any way relate to the Company’s business and which are furnished to Participant by or on behalf of the Company or which are prepared, compiled or acquired by Participant while working with or employed by the Company shall be the sole property of the Company. At any time upon the request of the Company, and in any event promptly upon termination of Participant’s employment with the Company, but in any event no later than two (2) business days after such termination, Participant shall deliver all such materials to the Company and shall not retain any originals or copies (including electronically) of such materials.

(g)No Restriction on Protected Activities. Nothing in this Award certificate prohibits Participant from disclosing information in good faith to any governmental agency, legislative body, or official regarding an alleged violation of law or regulation or otherwise protected under applicable law, including, without limitation, the National Labor Relations Act, the Defend Trade Secrets Act, and any rule or regulation promulgated by the Securities and Exchange Commission, the National Labor Relations Board, the Equal Employment Opportunity Commission, or any other federal, state, or local government agency. Participant acknowledges that, through this Section 8(g), the Company has provided Participant with written notice that, pursuant to the Defend Trade Secrets Act, 8 USC § 1833(b), an employee, consultant, or contractor of an employer may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of an employer’s trade secrets, so long as such disclosure is made solely: (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; and/or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, Participant understands that, pursuant to 18 USC § 1831 et seq., an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose a trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. The foregoing immunities provided under 18 USC § 1831 et seq. do not apply to any disclosure of Confidential Information or trade secrets of an employer’s clients, customers, or counterparties, or of any other third parties. For purposes of this paragraph solely, “trade secret” has the meaning set forth in 18 USC § 1839.

(h)Exceptions. Notwithstanding the foregoing, this Section 8 will apply only to the extent permissible under provisions of the ABA Model Rules of Professional Conduct, or any applicable state counterpart regarding restrictions on the right to practice law. If Participant is a resident of any of the states listed in Exhibit A as of the Award Date, then the exceptions and acknowledgements set forth in Exhibit A shall apply to Participant.

(i)Acknowledgment of Obligations. By accepting the Award, Participant agrees that the provisions of this Section 8 are reasonable and necessary to protect the legitimate interests of the Company. Participant further acknowledges that Participant’s obligations under this Section 8 are in addition to, and do not limit, any and all obligations concerning the same subject matter arising under any applicable law, including, without limitation, common law and statutory law relating to fiduciary duties and trade secrets. To the extent Participant and the Company agree at any time to enter into separate agreements containing restrictive covenants or assignment of intellectual property with different or inconsistent terms than those contained herein, Participant and the Company acknowledge and agree that such different or inconsistent terms shall not in any way affect or have relevance to the Assignment and Restrictive Covenants contained herein. If Participant is a resident of Colorado, Participant acknowledges that Sections 8(c) and (d) contain covenants not to compete that could restrict Participant’s options for subsequent employment following separation from the Company.

9.Adjustments to RSUs. In the event that any dividend or other distribution (whether in the form of cash, shares of Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company or other similar corporate transaction or event affecting the Common Stock would be reasonably likely to result in the diminution or enlargement of any of the benefits or potential benefits intended to be made available under the Award (including, without limitation, the benefits or potential benefits of provisions relating to the vesting of the RSUs), the Committee shall, in such manner as it shall deem equitable or appropriate in order to prevent such diminution or enlargement of any such benefits or potential benefits, make adjustments to the Award, including adjustments in the number and type of shares of Common Stock Participant would have received upon vesting of the RSUs.

10.Tax Matters.

(a)Withholdings. In order to comply with all applicable federal, state, and local tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state, and local payroll, withholding, income, or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant. Participant is liable and responsible for all taxes owed in connection with the Award, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Award. The ultimate tax liability, which is the Participant’s responsibility, may exceed the amount withheld by the Company. On each applicable vesting date, Participant will be deemed to have elected to satisfy Participant’s required federal, state, and local payroll, withholding, income, or other tax withholding obligations arising from the receipt of shares or the lapse of restrictions relating to the RSUs, by having the Company withhold a portion of the shares of Common Stock otherwise to be delivered having a Fair Market Value equal to the amount of such taxes (but not in excess of the maximum amount required to be withheld under applicable laws or regulations).

(b)409A. It is intended that this Award and any amounts payable under this Award shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) so as not to subject Participant to payment of any additional tax, penalty, or interest imposed under Section 409A of the Code. The provisions of this Award certificate shall be construed and interpreted to avoid the imputation of any such additional tax, penalty, or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Participant. To the extent that the time or form of payment of any benefit pursuant to this Award would violate the terms of Section 409A, the Committee may revise the time or form of payment to conform to Section 409A. Notwithstanding the foregoing, in no event shall the Company, any Affiliate, the members of the Committee, or any other person have any liability for any additional tax, penalty or interest imposed on Participant by reason of Section 409A or otherwise.

11.Miscellaneous.

(a)Choice of Law, Jurisdiction. Participant consents to the law of Minnesota exclusively being applied to any matter arising out of or relating to this Award certificate, without regard to its conflict of law principles, and exclusively to personal and subject matter jurisdiction in the state and federal courts of Minnesota for any dispute relating to this Award certificate or Participant’s relationship with the Company.

(b)At-Will Employment. This Award certificate does not confer on Participant any right to continued employment or any other relationship with the Company or any Affiliate, nor will it interfere in any way with the right of the Company to terminate Participant at any time. Participant’s employment with the Company is at will.

(c)No Trust or Fiduciary Relationship. Neither the Plan nor this Award certificate shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and Participant or any other person. To the extent that any person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured creditor of the Company or any Affiliate.

(d)Securities Law Requirements. The Company shall not be required to deliver any shares of Common Stock upon the vesting of any RSUs until the requirements of any federal or state securities laws, rules, or regulations or other laws or rules (including the rules of any securities exchange) as may be determined by the Company to be applicable have been and continue to be satisfied (including an effective registration of the shares under federal and state securities laws).

(e)Original Instrument. An original record of this Award certificate and all the terms hereof, executed by the Company, is held on file by the Company. To the extent there is any conflict between the terms contained in any copy of this Award certificate and the terms contained in the original held by the Company, the terms of the original held by the Company shall control.

(f)Survival of Restrictive Covenants. The Restrictive Covenants in Section 8 of this Award certificate and the provisions regarding the forfeiture of RSUs and shares of Common Stock shall survive termination of the RSUs and termination of Participant’s relationship with the Company as set forth in Section 8.

(g)Injunctive Relief, Attorney’s Fees and Jury Trial. In the event of a breach or a threatened breach of this Award by Participant, Participant acknowledges that the Company will face irreparable injury which may be difficult to calculate in dollar terms and that the Company shall be entitled, in addition to remedies otherwise available at law or in equity, to temporary restraining orders and preliminary injunctions and final injunctions without the posting of a bond enjoining such breach or threatened breach. Should the Company successfully enforce any portion of this Award certificate before a trier of fact or in an arbitration proceeding, the Company shall be entitled to all of its reasonable attorney’s fees and costs incurred as a result of enforcing this Award certificate against Participant. Participant waives all rights or entitlement to a jury trial for any matter arising out of or relating to this Award certificate.

(h)No Waiver. No waiver of any breach of any provision of this Award certificate by the Company shall be effective unless it is in writing, and no waiver shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this Award certificate shall be severable, and if any provision of this Award certificate is found by any court or arbitrator to be unenforceable, in whole or in part, the remainder of this Award certificate shall nevertheless be enforceable and binding on the parties. Participant also agrees that a court or arbitrator may modify any invalid, overbroad or unenforceable term of this Award certificate so that such term, as modified, is valid and enforceable under applicable law, and that a court or arbitrator is authorized to extend the length of the Restrictive Covenants in Section 8 of this Award certificate for any period of time in which Participant is in breach of the Restrictive Covenants or as necessary to protect the legitimate business interests of Company. Further, Participant affirmatively states that Participant has not, will not, and cannot rely on any representations not expressly made herein. The terms of this Award certificate shall not be amended by Participant or Company except by the express written consent of the Company and Participant.

(i)Consideration Period; Right to Consult with Counsel. By the Participant’s acceptance below, the Participant acknowledges and agrees that the Company provided the Participant with at least ten (10) business days to review and consider this Award certificate and that voluntarily accepting this Award certificate before the expiration of ten (10) business days shall serve as a waiver of the ten (10) day review period. The Participant has the right and is advised to consult with counsel of his/ her choice before signing this document.

(j)Assignability and Change of Position. The rights and/or obligations herein may be assigned by the Company without Participant’s consent and shall bind and inure to the benefit of the Company’s successors, assigns,

and representatives. If the Company makes any assignment of the rights and/or obligations herein, Participant agrees that this Award certificate shall remain binding upon Participant in any event.

Offer Date: #GrantDate#

By /s/ David E. Strauss, on behalf of UnitedHealth Group Incorporated

Acceptance Date: #AcceptanceDate#

Signed Electronically/Signed Manually: #Signature#

Exhibit A State Law Exceptions to Restricted Stock Unit Award

If Participant is a resident of the following states as of the Award Date, the following exceptions and acknowledgments shall apply to Participant, notwithstanding anything to the contrary in the Restricted Stock Unit Award to which this Exhibit A is attached.

**CALIFORNIA. If Participant is a resident of California as of the Award Date: 1) Section 8(c) and Section 8(d) will apply to Participant during Participant’s employment but will apply after Participant’s employment only to the extent that Participant uses or discloses the Company’s trade secrets to perform the activities prohibited by Section 8(c) and Section 8(d); and 2) Section 11(a) will not apply to Participant.

**COLORADO. If Participant is a resident of Colorado as of the Award Date: 1) Section 8 shall be interpreted to apply to the full extent permitted by Colo. Rev. Stat. § 8-2-113 and shall not be interpreted to apply in any manner that would constitute a violation of Colorado law; 2) Section 8(c) will only apply after the termination of Participant’s employment to the extent that, at the time of the termination of Participant’s employment, Participant earns an amount of annualized cash equivalent to or greater than sixty percent (60%) of the threshold for highly compensated workers as defined by the Colorado Department of Labor; 3) Section 8(d) will only apply after the termination of Participant’s employment to the extent that, at the time of the termination of Participant’s employment, Participant earns an amount of annualized cash compensation equivalent to or greater than the threshold amount for highly compensated workers as defined by the Colorado Department of Labor; and 4) Section 11(a) will not apply to Participant.

**IDAHO. If Participant is a resident of Idaho as of the Award Date, Participant acknowledges that Participant is a “key employee” as that term is defined in Idaho. Stat. § 44-2702, and that if Participant became employed by or affiliated with a competitor in violation of Section 8(c) it is inevitable that Participant would disclose the Company’s trade secrets or other confidential information.

**ILLINOIS. If Participant is a resident of Illinois as of the Award Date: 1) Participant acknowledges that Participant was provided with 14 calendar days to review this Award certificate and that accepting this Award before the expiration of the 14 days shall serve as a waiver of the 14 day review period; 2) Participant understands that Participant has the right to consult with an attorney prior to accepting the Award, but that any legal consultation is at Participant’s own expense; 3) Participant acknowledges that Participant has had an adequate opportunity to consult with an attorney, Participant has read and understands this Award certificate, and is voluntarily accepting the Award; 4) Section 8(c) will only apply after the termination of Participant’s employment to the extent that, at the time of the termination of Participant’s employment, Participant’s annualized rate of earnings exceeds the amount set forth in 820 ILCS 90/10(a); and 5) Section 8(d) will only apply after the termination of Participant’s employment to the extent that, at the time of the termination of Participant’s employment, Participant’s annualized rate of earnings exceeds the amount set forth in 820 ILCS 90/10b).

**LOUISIANA. If Participant is a resident of Louisiana as of the Award Date, after the termination of Participant’s employment Section 8(c)(i) and Section 8(d) shall apply only in the following parishes in the State of Louisiana: Acadia, Allen, Ascension, Assumption, Avoyelles, Beauregard, Bienville, Bossier, Caddo, Calcasieu, Caldwell, Cameron, Catahoula, Claiborne, Concordia, De Soto, East Baton Rouge, East Carroll, East, Feliciana, Evangeline, Franklin, Grant, Iberia, Iberville, Jackson, Jefferson, Jefferson Davis, La Salle, Lafayette, Lafourche, Lincoln, Livingston, Madison, Morehouse, Natchitoches, Orleans, Ouachita, Plaquemines, Pointe Coupee, Rapides, Red River, Richland, Sabine, St. Bernard, St. Charles, St. Helena, St. James, St. John The Baptist, St. Landry, St. Martin, St. Mary, St. Tammany, Tangipahoa, Tensas, Terrebonne, Union, Vermilion, Vernon, Washington, Webster, West Baton Rouge, West Carroll, West Feliciana, and Winn.

**MAINE. If Participant is a resident of Maine as of the Award Date: 1) the terms of Section 8(d) of this Award certificate regarding Participant’s post-termination obligations do not take effect until after one (1) year of Participant’s employment with the Company or a period of six (6) months from the date that Participant accepted the Award, whichever is later; 2) Section 8(d) will only apply after the termination of Participant’s employment to the extent that, at the time of the termination of Participant’s employment, Participant earns wages over four hundred percent (400%) of the federal poverty level, as defined in 26 M.R.S.A. § 599-A; and 3) Participant acknowledges that the Company provided Participant with at least three (3) days to review this Award certificate before accepting

the Award and that voluntarily accepting the Award before the expiration of three (3) days shall serve as a waiver of the three (3) day review period.

**MARYLAND. If Participant is a resident of Maryland as of the Award Date, Section 8(d) will only apply after the termination of Participant’s employment to the extent that, at the time of the termination of Participant’s employment, Participant earns compensation that is more than the amount set forth in Maryland Code, Labor and Employment, § 3-716(a)(1).

**MASSACHUSETTS. If Participant is a resident of Massachusetts as of the Award Date: 1) Participant acknowledges that Participant was provided with 10 business days to review this Award certificate and that accepting this Award before the expiration of the 10 days shall serve as a waiver of the 10 day review period; 2) Participant understands that Participant has the right to consult with an attorney prior to accepting the Award, but that any legal consultation is at Participant’s own expense; and 3) Participant acknowledges that Participant has had an adequate opportunity to consult with an attorney, Participant has read and understands this Award certificate, and is voluntarily accepting the Award.

**NEBRASKA. If Participant is a resident of Nebraska as of the Award Date, Section 8(d) will not apply after the termination of Participant’s employment.

**NEVADA. If Participant is a resident of Nevada as of the Award Date, after the termination of Participant’s employment Section 8(c) and Section 8(d) will not prohibit Participant from providing service to a former provider or customer of the Company if Participant can demonstrate that (i) Participant did not solicit the former provider or customer, (ii) the former provider or customer voluntarily chose to leave the Company and seek services from Participant, and (iii) Participant is otherwise complying with the limitations in this Award certificate other than any limitation on providing services to a former provider or customer who seeks the services of Participant without any contact instigated by Participant.

**NEW HAMPSHIRE. If Participant is a resident of New Hampshire as of the Award Date, Section 8(d) will only apply after the termination of Participant’s employment to the extent that, at the time of the termination of Participant’s employment, Participant earns at least two hundred percent (200%) of the federal minimum wage.

**NORTH DAKOTA. If Participant is a resident of North Dakota as of the Award Date, Section 8(c)(i) and Section 8(d) will apply to Participant during Participant’s employment but will apply after Participant’s employment only to the extent that Participant uses or discloses the Company’s trade secrets to perform the activities prohibited by Section 8(c)(i) and Section 8(d).

**OKLAHOMA. If Participant is a resident of Oklahoma as of the Award Date: 1) Section 8(d) will not apply after the termination of Participant’s employment; and 2) Section 8(c)(i) will apply after Participant’s employment only with respect to providers or customers of the Company that are “established customers” of the Company per Okla. Stat. Ann. tit. 15, § 219A.

**OREGON. If Participant is a resident of Oregon as of the Award Date, Section 8(d) will only apply after the termination of Participant’s employment to the extent that Participant’s annual gross salary and commissions, calculated on an annual basis, at the time that Participant’s employment ends, exceed the amount set forth in Ore. Rev. Stat. § 653.295(1)(e).

**RHODE ISLAND. If Participant is a resident of Rhode Island as of the Award Date, Section 8(d) will only apply after the termination of Participant’s employment to the extent that, at the time of the termination of Participant’s employment, Participant earns more than two hundred fifty percent (250%) of the federal poverty level for individuals as established by the United States Department of Health and Human Services federal poverty guidelines.

**VIRGINIA. If Participant is a resident of Virginia as of the Award Date, Section 8(d) will only apply after the termination of Participant’s employment to the extent that, at the time of the termination of Participant’s employment, Participant’s average weekly earnings, as calculated in Va. Code § 40.1-28.7:8, are equal to or more than the average weekly wage of the Commonwealth as determined pursuant to subsection B of Va. Code §65.2-500.

**WASHINGTON. If Participant is a resident of Washington as of the Award Date: 1) Section 8(d) will only apply after the termination of Participant’s employment to the extent that Participant’s annualized earnings, at the time that Participant’s employment ends, exceed the amount set forth in RCW 49.62.020; 2) Participant acknowledges that, by this Award certificate, the Company has notified Participant that, even if the post-employment provisions of Section 8(b) are not enforceable against Participant at the time of Participant’s acceptance of the Award, those provisions may be enforceable against Participant in the future due to changes in Participant’s compensation; and 3) Section 11(a) will not apply to Participant.

14

Document

Exhibit 10.3

NONQUALIFIED STOCK OPTION AWARD

Award Date<br><br>(mm/dd/yyyy)<br><br><br><br>#GrantDate#	Option Shares<br><br><br><br><br><br>#QuantityGranted#	Exercise Price<br><br><br><br><br><br>$#GrantPrice#	Expiration Date<br><br>(mm/dd/yyyy)<br><br><br><br>#ExpirationDate#

THIS CERTIFIES THAT UnitedHealth Group Incorporated, on behalf of itself and its subsidiaries, related and affiliated companies, and all divisions, successors, and assigns of them (collectively, the “Company”) has on the award date specified above (the “Award Date”) granted to

#ParticipantName#

(the “Participant”) the option (the “Option”) to purchase that number of shares of UnitedHealth Group Incorporated Common Stock, $.01 par value per share (the “Common Stock”), indicated above (the “Option Shares”). The Option that this Award represents will expire on the expiration date indicated above (the “Expiration Date”) unless it is terminated prior to that time in accordance with this Award.

The Option Shares represented by this Award shall become exercisable as follows: __% on each of the __________ anniversaries, unless the Option shall have terminated, or the vesting shall have accelerated as provided in this Award. Once the Option has become exercisable for all or a portion of the Option Shares, it will remain exercisable for all or such portion of the Option Shares, as the case may be, until the Option expires or is terminated as provided in this Award.

By accepting this Award, the Participant acknowledges that the Participant will not have any of the rights of a shareholder with respect to the Option Shares until the Option has been duly exercised and the exercise price indicated above (the “Exercise Price”) and applicable withholding taxes paid in accordance with this Award. The Participant further acknowledges and agrees that the Company may deliver, by electronic mail, the use of the Internet, including through the website of the agent appointed by the Compensation and Human Resources Committee of the Board of Directors of the Company (the “Committee”) to administer the UnitedHealth Group Incorporated 2020 Stock Incentive Plan (the “Plan”), the Company intranet web pages or otherwise, any information concerning the Company, this Award, the Plan pursuant to which the Company granted this Award, and any information required by the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

This Option is subject to the further terms and conditions set forth below and to the terms of the Plan. A copy of the Plan is available upon request. In the event of any conflict between the terms of the Plan and this Award, the terms of the Plan shall govern. Any terms not defined herein shall have the meaning set forth in the Plan.

* * * * *

1.     Nonqualified Option. The Company does not intend that the Option shall be an Incentive Stock Option governed by the provisions of Section 422 of the Internal Revenue Code of 1986, as amended \(the “Code”\).
   

2.     Termination of Option. The Option shall terminate on the Expiration Date. The Option shall terminate prior to the Expiration Date if the Participant ceases to be employed by the Company or any Affiliate, except that:
   

(a) General. Except as expressly provided in Section 10 or this Section 2, if prior to vesting of the Option as set forth herein, the Participant ceases to be an employee of the Company or any Affiliate for any reason (voluntary or involuntary), then the Participant may, at any time within the period set forth in the applicable provision below, exercise the Option to the extent of the full number of Option Shares which were exercisable and which the Participant was entitled to purchase under the Option on the date of the termination of his or her employment.

(b) Death or Long-Term Disability. If the Participant dies while employed by the Company or any Affiliate, or if the Participant’s employment by the Company or any Affiliate is terminated due to the Participant’s failure to return to work as the result of a long-term disability which renders the Participant incapable of performing his or her duties as determined under the provisions of the long-term disability insurance program of the Company or the Affiliate by which the Participant is employed (“Disability”), then: (i) all unvested Option Shares hereunder shall immediately vest and be exercisable, and (ii) the Participant (or the Participant’s personal representatives, administrators or guardians, as applicable, or any person or persons to whom the Option is transferred by will or the applicable laws of descent and distribution) may, at any time within the shorter of (1) the Expiration Date of the Option, or (2) a period of five years after the Participant’s death or Disability or for such other longer period established at the discretion of the Committee, exercise the Option.

(c) Severance. Subject to Section 10, if Participant’s employment with the Company or an Affiliate terminates at a time when Participant is not eligible for Retirement (as defined below) and, in the circumstances, Participant is entitled to severance or separation pay, the following provisions will apply. If the Participant is entitled to severance under the Company’s severance pay plan as in effect on the date hereof and the Participant is not eligible for Retirement (as defined below) at the time of termination of employment, then the Option shall continue to vest and become exercisable for the period of such severance. If Participant is entitled to severance under an employment agreement entered into with the Company or an Affiliate on or prior to the date hereof, then the Option shall continue to vest and become exercisable for the period of such severance that Participant is entitled to receive under that agreement as in effect on the date hereof. In either case, should the Participant be paid in a lump sum versus bi-weekly payments, the Option shall continue to vest for the time in which severance or separation pay would have been paid had it been paid bi-weekly. If the Participant is entitled to severance or separation pay under a plan or agreement as of the date hereof, other than under the Company’s severance pay plan or an employment agreement entered into with the Company or an Affiliate, then vesting of the Option shall continue for three months from the date of termination, regardless of the period for which severance or separation pay is payable. Any portion of the Option that vests after the Participant’s termination of employment pursuant to this Section 2(c) may be exercised during the Exercise Period (as defined below). For avoidance of doubt, any Options that are unvested on the date of termination of Participant’s employment and do not vest under the schedule set forth herein during the applicable severance or separation pay period identified above in this Section 2(c) shall be forfeited. For the purposes of this Section 2(c), “Exercise Period” shall mean the greater of: (i) a period of three months after the date of termination of the Participant’s employment; (ii) a period of three months after vesting ceases as provided in Section 2(c) if Participant receives severance or separation pay; or (iii) such other longer period established at the discretion of the Committee, but in no event later than the Expiration Date determined without regard to this Section 2(c).

(d) Retirement. If the Participant’s employment by the Company or any Affiliate is terminated and at the time of termination the Participant is eligible for Retirement, then (i) the Option shall continue to vest and become exercisable as if such termination of employment had not occurred and (ii) the Participant may, at any time within the shorter of (1) the Expiration Date of the Option, or (2) a period of five years after such termination of employment or for such other longer period established at the discretion of the Committee, exercise the Option to the extent of the full number of Option Shares which are then exercisable.

(e) Anything else contained in this Award certificate notwithstanding, the Option shall in no event be exercisable after the Expiration Date.

(f) For purposes of this Award, “Retirement” means the termination of employment of a Participant who is age 55 or older with at least ten years of Recognized Employment with the Company or any Affiliate other than by reason of (i) death or Disability or (ii) Cause.

(g) For purposes of this Award, “Recognized Employment” shall include only employment since the Participant’s most recent date of hire by the Company or any Affiliate and shall not include employment with a company acquired by the Company or any Affiliate before the date of such acquisition.

3.     Manner of Exercise.
   

(a) In General. On the terms set forth herein, the Option may be exercised by the Participant in whole or in part from time to time by delivering notice of exercise (in a form and manner acceptable to the Company) to the Company or the Committee’s designated agent, accompanied by payment of the Exercise Price and any applicable withholding taxes in cash or its equivalent, or by any of the following methods, subject to such limitations and restrictions as the Committee may establish (i) by a cashless exercise program established pursuant to Regulation T of the Federal Reserve Board, (ii) by delivery of shares of Common Stock already owned by the Participant, (iii) by withholding shares of Common Stock from the total number of shares of Common Stock acquired upon exercise under the Option having a fair market value, on the exercise date, equal to the aggregate Exercise Price and any applicable withholding taxes, or (iv) by a combination of any of the preceding methods or such other methods as the Committee may permit.

(b) Automatic Exercise. To the extent the vested and exercisable portion of the Option remains unexercised as of the close of business on the date the Option expires (the Expiration Date or such earlier date that is the last date on which the Option may be exercised pursuant to the terms of this Award certificate), that portion of the Option will be exercised without any action by the Participant in accordance with the terms of this Certificate if the Fair Market Value of a Share on that date is at least $0.01 greater than the Exercise Price and the exercise will result in Participant receiving at least one Share.

(c) Satisfaction of Securities Laws. Notwithstanding anything to the contrary in this Award certificate, the Company shall not be required to issue or deliver any shares of Common Stock upon exercise of any Option until the requirements of any federal or state securities laws, rules or regulations or other laws or rules (including the rules of any securities exchange) as may be determined by the Company to be applicable have been and continue to be satisfied (including an effective registration of the shares under federal and state securities laws).

(d) Tax Withholding. In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant. Participant is liable and responsible for all taxes owed in connection with the Award, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Award. The ultimate tax liability, which is the Participant’s responsibility, may exceed the amount withheld by the Company. To the extent Participant elects to satisfy Participant’s required federal, state, and local payroll, withholding, income, or other tax withholding obligations by having the Company withhold a portion of the shares of Common Stock otherwise to be delivered, the fair market value of the shares withheld may not exceed the maximum amount required to be withheld under applicable laws or regulations.

4.     No Guarantee of Employment. This Award does not confer on the Participant any right to continued employment or any other relationship with the Company or any Affiliate, nor will it interfere in any way with the right of the Company to terminate Participant at any time.  Participant’s employment with the Company is at will.
   

5.     No Transfer. During the Participant’s lifetime, only the Participant can exercise the Option. The Participant may not transfer the Option except by will or the laws of descent and distribution.  Notwithstanding the foregoing, the Option may be transferred to an alternate payee pursuant to the terms of a domestic relations order \(as such terms are defined by Section 414\(p\) of the Code\), provided that \(i\) the Participant is an employee at the time the domestic relations order is entered, \(ii\) the Option was outstanding at the time the domestic relations order is entered, and \(iii\) the transfer otherwise satisfies all requirements of the Plan and any limitations and requirements established by the Committee.   Any attempt to otherwise transfer the Option shall be void.
   

6.     Special Restriction on Transfer for Certain Participants.  If the Participant is an officer of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1 issued thereunder, as such status is reasonably determined from time to time by the Board of Directors of the Company \(a “Section 16 Officer”\), at any time that the Option is exercised in whole or in part and the Company has theretofore
   

communicated the Participant’s status as a Section 16 Officer to the Participant, the following special transfer restrictions apply to any shares of Common Stock acquired upon the exercise of the Option. One-third (1/3) of the net number of any shares of Common Stock acquired upon the exercise of the Option at a time when the Participant is a Section 16 Officer (including any shares of Common Stock or other securities subject to the Option following any adjustment made pursuant to the Option or Section 7 of the Plan) must be retained, and may not be sold or otherwise transferred, for a period of at least one year following the date the Option is exercised. For purposes of the Option, the “net number of any shares of Common Stock acquired” shall mean the number of shares of Common Stock received with respect to the particular exercise after reduction for any shares of Common Stock withheld by or tendered to the Company, or sold on the market, to cover the Exercise Price of the Option and/or to cover any federal, state, local or other payroll, withholding, income or other applicable tax withholding required in connection with the exercise of the Option. The restrictions of this Section 6 are in addition to, and not in lieu of, the restrictions imposed under other Company policies and applicable laws.

7.   Forfeiture of Option and/or Recoupment of Shares. This section sets forth circumstances under which the Participant shall forfeit all or a portion of the Options or be required to repay the Company for the value realized in respect of all or a portion of the Options.
   

(a) If a Participant is subject to and found in violation of the Company Recoupment and Cancellation Policy, as in effect from time to time (the “Policy”), the Participant’s outstanding Options, whether or not vested, may be forfeited, and the Participant may be required to repay the amount realized upon the exercise of previously vested Options, to the extent and in the manner provided for in the Policy.

(b) Violation of Restrictive Covenants. If the Participant violates any provision of the Restrictive Covenants in Section 8 of this Award certificate, then any (i) unvested Options and (ii) Options that vested within one year prior to the Participant’s termination of employment with the Company or any Affiliate or at any time after such termination of employment and that have not been exercised shall be immediately cancelled and rendered null and void without any payment therefor (the “Forfeited Options”). If any such Forfeited Options have been exercised prior to the Participant’s violation of the Restrictive Covenants, the Participant shall be required to repay or otherwise reimburse the Company, upon demand, an amount in cash or Common Stock having a value equal to the amount described in this Section 7(b) below.

To the extent that such Option Shares have been sold, the amount shall be the aggregate proceeds received from such sale of the net Option Shares acquired after payment of the Exercise Price and any applicable taxes (“Net Option Shares”). To the extent that the Net Option Shares have not been sold at the time Company demand is made, the amount shall be the aggregate Fair Market Value of the Net Option Shares on the date the Forfeited Options were exercised.

(c) In General. This section does not constitute the Company’s exclusive remedy for the Participant’s violation of the Restrictive Covenants or commission of fraudulent conduct. As the forfeiture and repayment provisions are not adequate remedies at law, the Company may seek any additional legal or equitable remedy, including injunctive relief, for any such violations, except that, if unvested Option Shares continue to vest under Section 2 following the termination of Participant’s employment with the Company or any Affiliate, then, with respect to the Restrictive Covenants in Sections 8(c) or (d) below, the maximum period of time to which Company shall be entitled to injunctive relief is a total of two (2) years following the termination of Participant’s employment with the Company or any Affiliate, not counting any time period that Participant is in violation of the Restrictive Covenants in Sections 8(c) or (d) below and during which time the running of the time periods for the restrictions set forth in Sections 8(c) and (d) of this Agreement shall be tolled as permitted by applicable law such that the running of the two (2) year time period shall commence only once Participant is in compliance with the Restrictive Covenants. The provisions in this section are essential economic conditions to the Company’s grant of Options to the Participant. By receiving the grant of Options hereunder, the Participant agrees that the Company may deduct from any amounts it owes the Participant from time to time (such as wages or other compensation, deferred compensation credits, vacation pay, any severance or other payments owed following a termination of employment, as well as any other amounts owed to the Participant by the Company) to the extent of any amounts the Participant owes the Company under this section. The provisions of this section and any amounts repayable by the Participant hereunder are intended to be in addition to any rights to repayment the Company may have under Section 304 of the Sarbanes-Oxley Act of 2002, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and other applicable law.

8.     Assignment and Restrictive Covenants.  In consideration of the terms of this Award certificate and the Company’s sharing of Confidential Information with the Participant, which the Participant agrees constitute adequate and sufficient mutually agreed consideration, the Participant agrees to the Restrictive Covenants set forth below in this Section 8.
   

(a) Assignment of Intellectual Property. Participant agree to assign and hereby assigns to Company all rights, titles and interests Participant may have in or to any invention, innovation, computer program, software, database, discovery, idea, writing, improvement, process, technique or other works (collectively "Intellectual Property") whether or not patentable or registrable under copyright or similar statutes, created or conceived by Participant, either alone or jointly with others, during Participant’s employment that: (i) relates in any manner to the actual or anticipated business, research, or development of Company; (ii) results from work assigned to or performed by Participant for Company; and/or (iii) is conceived of or made with the use of Company systems, equipment, supplies, materials, facilities, computer programs, confidential information and/or trade secret information (collectively “Company Resources”). This assignment does not apply to Intellectual Property that meets all of the following criteria: (i) no Company Resources were used in its creation; (ii) the Intellectual Property was developed entirely on Participants own time; (iii) at the time of conception or reduction to practice the Intellectual Property does not relate to Company’s business, actual or anticipated research or development; and (iv) the Intellectual Property does not result from any work performed by Participant for Company. Participant shall disclose to Company all Intellectual Property developed during Participant's employment so that Company may determine any rights it many have in such Intellectual Property

(b) Non-Disclosure. Participant has or will be given access to and provided with sensitive, confidential, proprietary and/or trade secret information (collectively, “Confidential Information”) in the course of Participant’s employment. Examples of Confidential Information include inventions, new product or marketing plans, business strategies and plans, merger and acquisition targets, financial and pricing information, computer programs, source codes, models and data bases, analytical models, customer lists and information, and supplier and vendor lists and other information which is not generally available to the public. Participant shall not disclose or use Confidential Information, either during or after Participant’s employment with the Company, except (i) as necessary to perform Participant’s duties, (ii) as the Company may consent in writing, or (iii) as permitted by Section 8(g) below.

(c) Non-Solicitation. During Participant’s employment and for two years after the later of (i) the termination of Participant’s employment with the Company for any reason whatsoever or (ii) the last scheduled vesting date under this Award certificate, Participant shall not, without the Company’s prior written consent, directly or indirectly, for Participant or for any other person or entity, as agent, employee, officer, director, consultant, owner, principal, partner, shareholder, or in any other individual or representative capacity:

(i) Solicit or conduct business with any business competitive with the Company from any person or entity: (A) who was a Company provider or customer within the 12 months before Participant’s employment termination and with whom Participant had contact regarding the Company’s activity, products or services, or for whom Participant provided services or supervised employees who provided those services, or about whom Participant learned Confidential Information during employment related to the Company’s provision of products and services to such person or entity, or (B) was a prospective provider or customer the Company solicited within the 12 months before Participant’s employment termination and with whom Participant had contact for the purposes of soliciting the person or entity to become a provider or customer of the Company, or supervised employees who had those contacts, or about whom Participant learned Confidential Information during employment related to the Company’s provision of products and services to such person or entity;

(ii) Raid, hire, employ, recruit or solicit any Company employee or consultant who possesses Confidential Information of the Company to leave the Company;

(iii) Induce or influence any Company employee, consultant, or provider who possesses Confidential Information of the Company to terminate his, her or its employment or other relationship with the Company; or

(iv) Assist anyone in any of the activities listed above.

(d) Non-Competition. During Participant’s employment and for one year after the later of (i) the termination of Participant’s employment with the Company for any reason whatsoever or (ii) the last scheduled vesting date under this Award certificate, Participant shall not, without the Company’s prior written consent, directly or indirectly, for Participant or for any other person or entity, as agent, employee, officer, director, consultant, owner, principal, partner, shareholder, or in any other individual or representative capacity:

(i) Engage in or participate in any activity that competes, directly or indirectly, with any Company activity, product or service that Participant engaged in, participated in, or had Confidential Information about during Participant’s last 24 months of employment with the Company; or

(ii) Assist anyone in any of the activities listed above.

(e) Geographic Scope.

(i)    Participant’s obligations under subsections 8(c) and (d) of this “Assignments and Restrictive Covenants” section shall apply on a nationwide basis anywhere in the United States.

(ii)    Participant’s obligations under this “Assignments and Restrictive Covenants” section shall also apply in any country outside the United States with respect to which Participant had responsibility for any UnitedHealth Group activity, product, or service in that country.

(f) Return of Property. Participant agrees that all tangible materials (whether originals or duplicates), including, but not limited to, notebooks, computers, files, reports, proposals, price lists, lists of actual or potential customers or suppliers, talent lists, formulae, prototypes, tools, equipment, models, specifications, technical data, methodologies, research results, test results, financial data, contracts, agreements, correspondence, documents, computer disks, software, computer printouts, information stored electronically, memoranda, and notes, in Participant’s possession, custody, or control which in any way relate to the Company’s business and which are furnished to Participant by or on behalf of the Company or which are prepared, compiled or acquired by Participant while working with or employed by the Company shall be the sole property of the Company. At any time upon the request of the Company, and in any event promptly upon termination of Participant’s employment with the Company, but in any event no later than two (2) business days after such termination, Participant shall deliver all such materials to the Company and shall not retain any originals or copies (including electronically) of such materials.

(g) No Restriction on Protected Activities. Nothing in this Award certificate prohibits Participant from disclosing information in good faith to any governmental agency, legislative body, or official regarding an alleged violation of law or regulation or otherwise protected under applicable law, including, without limitation, the National Labor Relations Act, the Defend Trade Secrets Act, and any rule or regulation promulgated by the Securities and Exchange Commission, the National Labor Relations Board, the Equal Employment Opportunity Commission, or any other federal, state, or local government agency. Participant acknowledges that, through this Section 8(g), the Company has provided Participant with written notice that, pursuant to the Defend Trade Secrets Act, 8 USC § 1833(b), an employee, consultant, or contractor of an employer may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of an employer’s trade secrets, so long as such disclosure is made solely: (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; and/or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, Participant understands that, pursuant to 18 USC § 1831 et seq., an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose a trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. The foregoing immunities provided under 18 USC § 1831 et seq. do not apply to any disclosure of Confidential

Information or trade secrets of an employer’s clients, customers, or counterparties, or of any other third parties. For purposes of this paragraph solely, “trade secret” has the meaning set forth in 18 USC § 1839.

(h) Exceptions. Notwithstanding the foregoing, this Section 8 will apply only to the extent permissible under provisions of the ABA Model Rules of Professional Conduct, or any applicable state counterpart regarding restrictions on the right to practice law. If Participant is a resident of any of the states listed in Exhibit A as of the Award Date, then the exceptions and acknowledgements set forth in Exhibit A shall apply to Participant.

(i) Acknowledgment of Obligations. By accepting the Award, Participant agrees that the provisions of this Section 8 are reasonable and necessary to protect the legitimate interests of the Company. Participant further acknowledges that Participant’s obligations under this Section 8 are in addition to, and do not limit, any and all obligations concerning the same subject matter arising under any applicable law, including, without limitation, common law and statutory law relating to fiduciary duties and trade secrets. To the extent Participant and the Company agree at any time to enter into separate agreements containing restrictive covenants or assignment of intellectual property with different or inconsistent terms than those contained herein, Participant and the Company acknowledge and agree that such different or inconsistent terms shall not in any way affect or have relevance to the Assignment and Restrictive Covenants contained herein. If Participant is a resident of Colorado, Participant acknowledges that Sections 8(c) and (d) contain covenants not to compete that could restrict Participant’s options for subsequent employment following separation from the Company.

9.     Adjustments to Option Shares. In the event that any dividend or other distribution \(whether in the form of cash, shares of Common Stock, other securities or other property\), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company or other similar corporate transaction or event affecting the Shares would be reasonably likely to result in the diminution or enlargement of any of the benefits or potential benefits intended to be made available under the Option \(including, without limitation, the benefits or potential benefits of provisions relating to the term, vesting or exercisability of the Option\), the Committee shall, in such manner as it shall deem equitable or appropriate in order to prevent such diminution or enlargement of any such benefits or potential benefits, adjust any or all of \(a\) the number and type of shares \(or other securities or other property\) subject to the Option and \(b\) the exercise price with respect to the Option; provided, however, that the number of shares covered by the Option shall always be a whole number. Without limiting the foregoing, if any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another entity, or the sale of all or substantially all of the Company’s assets to another entity, shall be effected in such a way that holders of the Company’s Common Stock shall be entitled to receive stock, securities, cash or other assets with respect to or in exchange for such shares, the Participant shall have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Award certificate and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the Option, with appropriate adjustments to prevent diminution or enlargement of benefits or potential benefits intended to be made available under the Option, such shares of stock, other securities, cash or other assets as would have been issued or delivered to the Participant if the Participant had exercised the Option and had received such shares of Common Stock prior to such reorganization, reclassification, consolidation, merger or sale. The Company shall not affect any such reorganization, consolidation, merger or sale unless prior to the consummation thereof the successor entity \(if other than the Company\) resulting from such reorganization, consolidation or merger or the entity purchasing such assets shall assume by written instrument the obligation to deliver to the Participant such shares of stock, securities, cash or other assets as, in accordance with the foregoing provisions, the Participant may be entitled to purchase or receive.
   

10.   Certain Terminations on or After Change in Control. Notwithstanding the other vesting provisions set forth herein, but subject to the other terms and conditions set forth herein, the Option shall become fully vested and exercisable if, on or within two years after the effective date of a Change in Control, the Participant ceases to be an employee of the Company or any Affiliate as a result of a termination of employment \(i\) by the Participant for Good Reason, \(ii\) by the Company or any Affiliate without Cause, \(iii\) at a time when Participant is eligible for Retirement, \(iv\) due to Participant’s Disability, or \(v\) in the circumstances described in Section 2\(c\); provided that in the case of a termination for Good Reason, the Option shall vest if the Participant gives written notice of the circumstances constituting Good Reason within two years after the effective date of the Change in Control, if the Company fails to cure the circumstances constituting Good Reason within 60 days of the receipt of such notice and the Participant resigns within 30 days after the end of the cure period, all as provided in Section 10\(d\).  For purposes of this Award certificate:
    

(a) “Affiliate” shall mean (i) any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, as determined by the Committee.

(b) “Cause” shall mean Participant’s (a) material failure to follow the Company’s reasonable direction or to perform any duties reasonably required on material matters, (b) material violation of, or failure to act upon or report known or suspected violations of, the Company’s Code of Conduct, as may be amended from time to time, (c) conviction of any felony, (d) commission of any criminal, fraudulent, or dishonest act in connection with Participant’s employment, (e) breach of any of the Restrictive Covenants in Section 8 of this Award certificate or a material breach of any employment agreement between Participant and the Company or any Affiliate, if any, or (f) conduct that is materially detrimental to the Company’s interests. The Company will, within 120 days of discovery of the conduct, give Participant written notice specifying the conduct constituting Cause in reasonable detail and Participant will have 60 days to remedy such conduct, if such conduct is reasonably capable of being remedied. In any instance where the Company may have grounds for Cause, failure by the Company to provide written notice of the grounds for Cause within 120 days of discovery shall be a waiver of its right to assert the subject conduct as a basis for termination for Cause.

(c) “Change in Control” shall mean the sale of all or substantially all of the Company’s assets or any merger, reorganization, or exchange or tender offer which, in each case, will result in a change in the power to elect 50% or more of the members of the Board of Directors of the Company; provided, however, that such a sale, merger or other event must also constitute either (i) a “change in the ownership” of the Company within the meaning of Treasury Regulation 1.409A-3(i)(5)(v), (ii) a “change in the effective control” of the Company within the meaning of Treasury Regulation 1.409A-3(i)(5)(vi)(A)(1) (replacing “30 percent” with “50 percent” as used in such regulation), or (iii) a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Treasury Regulation 1.409A-3(i)(5)(vii).

(d) “Good Reason” shall mean the occurrence of any of the following without Participant’s written consent, in each case, when compared to the arrangements in effect immediately prior to the Change in Control:

(i) any reduction in Participant’s base salary or target bonus expressed as a percentage of the Participant’s base salary, other than a reduction that is pursuant to a general reduction affecting a group of employees;

(ii) a change in the principal location at which the Participant is required to perform his or her duties, if the new location is 50 miles or more further from the Participant’s principal residence than the original location; or

(iii) a material diminution in Participant’s duties, responsibilities or authority.

Participant will, within 120 days of discovery of such circumstances, give the Company written notice specifying the circumstances constituting Good Reason in reasonable detail and, upon receipt of such notice, the Company shall have 60 days to cure the circumstances constituting Good Reason. Failure by Participant to provide written notice of the grounds for Good Reason within 120 days of discovery, or failure by the Participant to resign within 30 days after the end of the Company’s 60-day cure period, shall be a waiver of Participant’s right to assert the subject circumstance as a basis for termination for Good Reason.

(e) Possible Acceleration of Vesting; Payment in Satisfaction of Option. If the Option is terminated pursuant to a Change in Control and is not assumed by a party to the Change in Control (and no such party issues a new award in substitution for the Award, as determined by the Committee), the Committee may provide for immediate vesting of the Option, and the issuance of shares of Common Stock, securities of a party to the Change in Control, or cash, or any combination thereof, in full satisfaction of the Option.

11.   Miscellaneous.
    

(a) Choice of Law, Jurisdiction. Participant consents to the law of Minnesota exclusively being applied to any matter arising out of or relating to this Award certificate, without regard to its conflict of law principles, and exclusively to personal and subject matter jurisdiction in the state and federal courts of Minnesota for any dispute relating to this Award certificate or Participant’s relationship with the Company.

(b) No Trust. Neither the Plan nor the Option shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured creditor of the Company or any Affiliate.

(c) Record of Award. An original record of this Award certificate and all the terms hereof, executed by the Company, is held on file by the Company. To the extent there is any conflict between the terms contained in this Award certificate and the terms contained in the original held by the Company, the terms of the original held by the Company shall control.

(d) Survival. The Restrictive Covenants in Section 8 and the provisions regarding the forfeiture of Options and recoupment of shares of Common Stock shall survive termination of the Option.

(e) Injunctive Relief, Attorney’s Fees and Jury Trial. In the event of a breach or a threatened breach of this Award by Participant, Participant acknowledges that the Company will face irreparable injury which may be difficult to calculate in dollar terms and that the Company shall be entitled, in addition to remedies otherwise available at law or in equity, to temporary restraining orders and preliminary injunctions and final injunctions without the posting of a bond enjoining such breach or threatened breach. Should the Company successfully enforce any portion of this Award certificate before a trier of fact or in an arbitration proceeding, the Company shall be entitled to all of its reasonable attorney’s fees and costs incurred as a result of enforcing this Award certificate against Participant. Participant waives all rights or entitlement to a jury trial for any matter arising out of or relating to this Award certificate.

(f) Code Section 409A. It is intended that this Award and any amounts payable under this Award shall either be exempt from or comply with Code Section 409A (including the Treasury regulations and other published guidance relating thereto) so as not to subject Participant to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Award certificate shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Participant. To the extent that the time or form of payment of any benefit pursuant to this Award would violate the terms of Section 409A, the Committee may revise the time or form of payment to conform to Section 409A. Notwithstanding the foregoing, in no event shall the Company, any Affiliate, the members of the Committee, or any other person have any liability for any additional tax, penalty or interest imposed on Participant by reason of Section 409A or otherwise.

(g) No Waiver. No waiver of any breach of any provision of this Award certificate by the Company shall be effective unless it is in writing, and no waiver shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this Award certificate shall be severable, and if any provision of this Award certificate is found by any court or arbitrator to be unenforceable, in whole or in part, the remainder of this Award certificate shall nevertheless be enforceable and binding on the parties. Participant also agrees that a court or arbitrator may modify any invalid, overbroad or unenforceable term of this Award certificate so that such term, as modified, is valid and enforceable under applicable law, and that a court or arbitrator is authorized to extend the length of the Restrictive Covenants in Section 8 of this Award certificate for any period of time in which Participant is in breach of the Restrictive Covenants or as necessary to protect the legitimate business

interests of Company. Further, Participant affirmatively states that Participant has not, will not, and cannot rely on any representations not expressly made herein. The terms of this Award certificate shall not be amended by Participant or Company except by the express written consent of the Company and Participant.

(h) Consideration Period; Right to Consult with Counsel. By the Participant’s acceptance below, the Participant acknowledges and agrees that the Company provided the Participant with at least ten (10) business days to review and consider this Award certificate and that voluntarily accepting this Award certificate before the expiration of ten (10) business days shall serve as a waiver of the ten (10) day review period. The Participant has the right and is advised to consult with counsel of his/ her choice before signing this document.

(i) Assignability and Change of Position. The rights and/or obligations herein may be assigned by the Company without Participant’s consent and shall bind and inure to the benefit of the Company’s successors, assigns, and representatives. If the Company makes any assignment of the rights and/or obligations herein, Participant agrees that this Award certificate shall remain binding upon Participant in any event.

Offer Date: #GrantDate#

By /s/ David E. Strauss, on behalf of UnitedHealth Group Incorporated

Acceptance Date: #AcceptanceDate#

Signed Electronically/Signed Manually: #Signature#

Exhibit A State Law Exceptions to Nonqualified Stock Option Award

If Participant is a resident of the following states as of the Award Date, the following exceptions and acknowledgments shall apply to Participant, notwithstanding anything to the contrary in the Nonqualified Stock Option Award to which this Exhibit A is attached.

**CALIFORNIA. If Participant is a resident of California as of the Award Date: 1) Section 8(c) and Section 8(d) will apply to Participant during Participant’s employment but will apply after Participant’s employment only to the extent that Participant uses or discloses the Company’s trade secrets to perform the activities prohibited by Section 8(c) and Section 8(d); and 2) Section 11(a) will not apply to Participant.

**COLORADO. If Participant is a resident of Colorado as of the Award Date: 1) Section 8 shall be interpreted to apply to the full extent permitted by Colo. Rev. Stat. § 8-2-113 and shall not be interpreted to apply in any manner that would constitute a violation of Colorado law; 2) Section 8(c) will only apply after the termination of Participant’s employment to the extent that, at the time of the termination of Participant’s employment, Participant earns an amount of annualized cash equivalent to or greater than sixty percent (60%) of the threshold for highly compensated workers as defined by the Colorado Department of Labor; 3) Section 8(d) will only apply after the termination of Participant’s employment to the extent that, at the time of the termination of Participant’s employment, Participant earns an amount of annualized cash compensation equivalent to or greater than the threshold amount for highly compensated workers as defined by the Colorado Department of Labor; and 4) Section 11(a) will not apply to Participant.

**IDAHO. If Participant is a resident of Idaho as of the Award Date, Participant acknowledges that Participant is a “key employee” as that term is defined in Idaho. Stat. § 44-2702, and that if Participant became employed by or affiliated with a competitor in violation of Section 8(c) it is inevitable that Participant would disclose the Company’s trade secrets or other confidential information.

**ILLINOIS. If Participant is a resident of Illinois as of the Award Date: 1) Participant acknowledges that Participant was provided with 14 calendar days to review this Award certificate and that accepting this Award before the expiration of the 14 days shall serve as a waiver of the 14 day review period; 2) Participant understands that Participant has the right to consult with an attorney prior to accepting the Award, but that any legal consultation is at Participant’s own expense; 3) Participant acknowledges that Participant has had an adequate opportunity to consult with an attorney, Participant has read and understands this Award certificate, and is voluntarily accepting the Award; 4) Section 8(c) will only apply after the termination of Participant’s employment to the extent that, at the time of the termination of Participant’s employment, Participant’s annualized rate of earnings exceeds the amount set forth in 820 ILCS 90/10(a); and 5) Section 8(d) will only apply after the termination of Participant’s employment to the extent that, at the time of the termination of Participant’s employment, Participant’s annualized rate of earnings exceeds the amount set forth in 820 ILCS 90/10(b).

**LOUISIANA. If Participant is a resident of Louisiana as of the Award Date, after the termination of Participant’s employment Section 8(c)(i) and Section 8(d) shall apply only in the following parishes in the State of Louisiana: Acadia, Allen, Ascension, Assumption, Avoyelles, Beauregard, Bienville, Bossier, Caddo, Calcasieu, Caldwell, Cameron, Catahoula, Claiborne, Concordia, De Soto, East Baton Rouge, East Carroll, East, Feliciana, Evangeline, Franklin, Grant, Iberia, Iberville, Jackson, Jefferson, Jefferson Davis, La Salle, Lafayette, Lafourche, Lincoln, Livingston, Madison, Morehouse, Natchitoches, Orleans, Ouachita, Plaquemines, Pointe Coupee, Rapides, Red River, Richland, Sabine, St. Bernard, St. Charles, St. Helena, St. James, St. John The Baptist, St. Landry, St. Martin, St. Mary, St. Tammany, Tangipahoa, Tensas, Terrebonne, Union, Vermilion, Vernon, Washington, Webster, West Baton Rouge, West Carroll, West Feliciana, and Winn.

**MAINE. If Participant is a resident of Maine as of the Award Date: 1) the terms of Section 8(d) of this Award certificate regarding Participant’s post-termination obligations do not take effect until after one (1) year of Participant’s employment with the Company or a period of six (6) months from the date that Participant accepted the Award, whichever is later; 2) Section 8(d) will only apply after the termination of Participant’s employment to the extent that, at the time of the termination of Participant’s employment, Participant earns wages over four hundred percent (400%) of the federal poverty level, as defined in 26 M.R.S.A. § 599-A; and 3) Participant acknowledges that the Company provided Participant with at least three (3) days to review this Award certificate before accepting

the Award and that voluntarily accepting the Award before the expiration of three (3) days shall serve as a waiver of the three (3) day review period.

**MARYLAND. If Participant is a resident of Maryland as of the Award Date, Section 8(d) will only apply after the termination of Participant’s employment to the extent that, at the time of the termination of Participant’s employment, Participant earns compensation that is more than the amount set forth in Maryland Code, Labor and Employment, § 3-716(a)(1).

**MASSACHUSETTS. If Participant is a resident of Massachusetts as of the Award Date: 1) Participant acknowledges that Participant was provided with 10 business days to review this Award certificate and that accepting this Award before the expiration of the 10 days shall serve as a waiver of the 10 day review period; 2) Participant understands that Participant has the right to consult with an attorney prior to accepting the Award, but that any legal consultation is at Participant’s own expense; and 3) Participant acknowledges that Participant has had an adequate opportunity to consult with an attorney, Participant has read and understands this Award certificate, and is voluntarily accepting the Award.

**NEBRASKA. If Participant is a resident of Nebraska as of the Award Date, Section 8(d) will not apply after the termination of Participant’s employment.

**NEVADA. If Participant is a resident of Nevada as of the Award Date, after the termination of Participant’s employment Section 8(c) and Section 8(d) will not prohibit Participant from providing service to a former provider or customer of the Company if Participant can demonstrate that (i) Participant did not solicit the former provider or customer, (ii) the former provider or customer voluntarily chose to leave the Company and seek services from Participant, and (iii) Participant is otherwise complying with the limitations in this Award certificate other than any limitation on providing services to a former provider or customer who seeks the services of Participant without any contact instigated by Participant.

**NEW HAMPSHIRE. If Participant is a resident of New Hampshire as of the Award Date, Section 8(d) will only apply after the termination of Participant’s employment to the extent that, at the time of the termination of Participant’s employment, Participant earns at least two hundred percent (200%) of the federal minimum wage.

**NORTH DAKOTA. If Participant is a resident of North Dakota as of the Award Date, Section 8(c)(i) and Section 8(d) will apply to Participant during Participant’s employment but will apply after Participant’s employment only to the extent that Participant uses or discloses the Company’s trade secrets to perform the activities prohibited by Section 8(c)(i) and Section 8(d).

**OKLAHOMA. If Participant is a resident of Oklahoma as of the Award Date: 1) Section 8(d) will not apply after the termination of Participant’s employment; and 2) Section 8(c)(i) will apply after Participant’s employment only with respect to providers or customers of the Company that are “established customers” of the Company per Okla. Stat. Ann. tit. 15, § 219A.

**OREGON. If Participant is a resident of Oregon as of the Award Date, Section 8(d) will only apply after the termination of Participant’s employment to the extent that Participant’s annual gross salary and commissions, calculated on an annual basis, at the time that Participant’s employment ends, exceed the amount set forth in Ore. Rev. Stat. § 653.295(1)(e).

**RHODE ISLAND. If Participant is a resident of Rhode Island as of the Award Date, Section 8(d) will only apply after the termination of Participant’s employment to the extent that, at the time of the termination of Participant’s employment, Participant earns more than two hundred fifty percent (250%) of the federal poverty level for individuals as established by the United States Department of Health and Human Services federal poverty guidelines.

**VIRGINIA. If Participant is a resident of Virginia as of the Award Date, Section 8(d) will only apply after the termination of Participant’s employment to the extent that, at the time of the termination of Participant’s employment, Participant’s average weekly earnings, as calculated in Va. Code § 40.1-28.7:8, are equal to or more than the average weekly wage of the Commonwealth as determined pursuant to subsection B of Va. Code §65.2-500.

**WASHINGTON. If Participant is a resident of Washington as of the Award Date: 1) Section 8(d) will only apply after the termination of Participant’s employment to the extent that Participant’s annualized earnings, at the time that Participant’s employment ends, exceed the amount set forth in RCW 49.62.020; 2) Participant acknowledges that, by this Award certificate, the Company has notified Participant that, even if the post-employment provisions of Section 8(d) are not enforceable against Participant at the time of Participant’s acceptance of the Award, those provisions may be enforceable against Participant in the future due to changes in Participant’s compensation; and 3) Section 11(a) will not apply to Participant.

13

Document

Exhibit 10.4

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD

Award Date<br><br>(mm/dd/yyyy)<br><br><br><br>#GrantDate#	Target Number of Performance-Based Units<br><br><br><br>#QuantityGranted#	Performance Period<br><br>(mm/dd/yyyy)<br><br><br><br>01/01/2022 – 12/31/2024

THIS CERTIFIES THAT UnitedHealth Group Incorporated, on behalf of itself and its subsidiaries, related and affiliated companies, and all divisions, successors, and assigns of them (collectively, the “Company”) has on the award date specified above (the “Award Date”) granted to

#ParticipantName#

(“Participant”) an award (the “Award”) to be eligible to receive a number of Performance-Based Restricted Stock units (the “PRSUs”), the target number of which is indicated above in the box labeled “Target Number of Performance-Based Units,” each PRSU representing the right to receive one share of UnitedHealth Group Incorporated Common Stock, $.01 par value per share (the “Common Stock”), subject to certain restrictions and on the terms and conditions contained in this Award and the UnitedHealth Group Incorporated 2020 Stock Incentive Plan (the “Plan”).

The Participant acknowledges and agrees that the Company may deliver, by electronic mail, the use of the Internet, including through the website of the agent appointed by the Compensation and Human Resources Committee of the Board of Directors of the Company (the “Committee”) to administer the Plan, the Company intranet web pages or otherwise, any information concerning the Company; the Award, the Plan, pursuant to which the Company granted the Award, and any information required by the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

A copy of the Plan is available upon request. In the event of any conflict between the terms of the Plan and this Award, the terms of the Plan shall govern. Any terms not defined herein shall have the meaning set forth in the Plan.

* * * * *

1.     Rights of the Participant with Respect to the PRSUs.
   

(a) No Shareholder Rights. The PRSUs granted pursuant to this Award do not and shall not entitle Participant to any rights of a shareholder of Common Stock. The rights of Participant with respect to the PRSUs shall remain forfeitable at all times prior to the date on which such rights become vested, and the restrictions with respect to the PRSUs lapse, in accordance with Section 2, 3 or 4.

(b) Conversion of PRSUs; Issuance of Common Stock. No shares of Common Stock shall be issued to Participant prior to the date on which the PRSUs vest, and the restrictions with respect to the PRSUs lapse, in accordance with Section 2, 3 or 4. Neither this Section 1(b) nor any action taken pursuant to or in accordance with this Section 1(b) shall be construed to create a trust of any kind. After any PRSUs vest pursuant to Section 2, 3 or 4, the Company shall promptly cause to be issued shares of Common Stock to Participant or in the name of Participant’s legal representatives, beneficiaries or heirs, as the case may be, in payment of such vested whole PRSUs, such shares of Common Stock shall be issued promptly, and in any event, no later than March 15th of the year following the year in which the vesting event occurs (which payment schedule is intended to comply with the “short-term deferral” exemption from the application of Section 409A of the Code).

2.     Vesting.  Subject to the terms and conditions of this Award, including without limitation the terms set forth in Attachment 1, the PRSUs shall vest and the restrictions with respect to the PRSUs shall lapse \(i\) if Participant has remained continuously employed with the Company or any Affiliate from the Award Date through and including the end of the Performance Period, and \(ii\) if and to the extent the Performance Vesting Criteria described in Attachment 1 have been achieved during the Performance Period.  Regardless of whether Participant meets the continuous employment or service criterion described in subpart \(i\) of this Section 2, if and to the extent the Performance Vesting Criteria have not been achieved by the end of the Performance Period, the Participant’s rights to the PRSUs shall be immediately and irrevocably forfeited on that date.  The Committee will determine in its sole discretion the extent, if any, to which the Performance Vesting Criteria have been met, and it will retain sole discretion to reduce the number of PRSUs that would otherwise vest as a result of the performance measured against the Performance Vesting Criteria.  Any vesting that may occur pursuant to this Section 2 will be effective on the date on which the Committee has certified the extent to which the Performance Vesting Criteria in subpart \(ii\) of this Section 2 were satisfied.
   

3.     Certain Terminations on or After Change in Control. Notwithstanding the other vesting provisions contained in Section 2, but subject to the other terms and conditions set forth herein, the PRSUs described in this Award will become immediately and unconditionally vested, and the restrictions with respect thereto shall lapse if, on or within two years after the effective date of a Change in Control, the Participant ceases to be an employee of the Company or any Affiliate as a result of a termination of employment \(i\) by the Participant for Good Reason, \(ii\) by the Company or any Affiliate without Cause, \(iii\) at a time when Participant is eligible for Retirement, \(iv\) due to Participant’s Disability, or \(v\) in the circumstances described in Section 4\(c\); provided that in the case of a termination for Good Reason, the PRSUs shall vest if the Participant gives written notice of the circumstances constituting Good Reason within two years after the effective date of the Change in Control, if the Company fails to cure the circumstances constituting
   

Good Reason within 60 days of the receipt of such notice and the Participant resigns within 30 days after the end of the cure period, all as provided in Section 3(d). Upon a Change in Control, the Committee will determine: (i) the extent, if any, to which the Performance Vesting Criteria have been met, and (ii) the number of the PRSUs that will vest and convert into shares of Common Stock in the event of Participant’s termination of employment in accordance with this Section 3. For purposes of this Award certificate:

(a) “Affiliate” shall mean (i) any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, as determined by the Committee.

(b) “Cause” shall mean Participant’s (a) material failure to follow the Company’s reasonable direction or to perform any duties reasonably required on material matters, (b) material violation of, or failure to act upon or report known or suspected violations of, the Company’s Code of Conduct, as may be amended from time to time, (c) conviction of any felony, (d) commission of any criminal, fraudulent, or dishonest act in connection with Participant’s employment, (e) breach of any of the Restrictive Covenants in Section 8 of this Award certificate or a material breach of any employment agreement between Participant and the Company or any Affiliate, if any, or (f) conduct that is materially detrimental to the Company’s interests. The Company will, within 120 days of discovery of the conduct, give Participant written notice specifying the conduct constituting Cause in reasonable detail and Participant will have 60 days to remedy such conduct, if such conduct is reasonably capable of being remedied. In any instance where the Company may have grounds for Cause, failure by the Company to provide written notice of the grounds for Cause within 120 days of discovery shall be a waiver of its right to assert the subject conduct as a basis for termination for Cause.

(c) “Change in Control” shall mean the sale of all or substantially all of the Company’s assets or any merger, reorganization, or exchange or tender offer which, in each case, will result in a change in the power to elect 50% or more of the members of the Board of Directors of the Company; provided, however, that such a sale, merger or other event must also constitute either (i) a “change in the ownership” of the Company within the meaning of Treasury Regulation 1.409A-3(i)(5)(v), (ii) a “change in the effective control” of the Company within the meaning of Treasury Regulation 1.409A-3(i)(5)(vi)(A)(1) (replacing “30 percent” with “50 percent” as used in such regulation), or (iii) a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Treasury Regulation 1.409A-3(i)(5)(vii).

(d) “Good Reason” shall mean the occurrence of any of the following without Participant’s written consent, in each case, when compared to the arrangements in effect immediately prior to the Change in Control:

(i)    any reduction in Participant’s base salary or target bonus expressed as a percentage of the Participant’s base salary, other than a reduction that is pursuant to a general reduction affecting a group of employees;

(ii)    a change in the principal location at which the Participant is required to perform his or her duties, if the new location is 50 miles or more further from the Participant’s principal residence than the original location; or

(iii)    a material diminution in Participant’s duties, responsibilities, or authority.

Participant will, within 120 days of discovery of such circumstances, give the Company written notice specifying the circumstances constituting Good Reason in reasonable detail and, upon receipt of such notice, the Company shall have 60 days to cure the circumstances constituting Good Reason. Failure by Participant to provide written notice of the grounds for Good Reason within 120 days of discovery, or failure by the Participant to resign within 30 days after the end of the Company’s 60-day cure period, shall be a waiver of Participant’s right to assert the subject circumstance as a basis for termination for Good Reason.

(e) “Separation from Service” shall mean when Participant dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.

(f) Possible Acceleration of Vesting and Payment. If the Award is terminated pursuant to a Change in Control and is not assumed by a party to the Change in Control (and no such party issues a new award in substitution for the Award, as determined by the Committee), the Committee may provide for immediate vesting of the Award, and the issuance of shares of Common Stock, securities of a party to the Change in Control, or cash, or any combination thereof, in full satisfaction of the Award. Notwithstanding anything in the Plan or any other agreement to the contrary, there is no discretion to change the time of payment of the PRSUs (in connection with a Change in Control, similar event, or otherwise) except as expressly provided in this Section 3 or as otherwise permitted under, and would not result in any tax, penalty, or interest under, Section 409A of the Code.

(g) Section 409A - Possible Six-Month Delay in Payment. Notwithstanding any provision of this Award certificate to the contrary, if payment of the PRSUs is triggered by Participant’s Separation from Service as provided in this Section 3 or Section 4 and, as of the date of such Separation from Service, Participant is a “specified employee” (within the meaning of Section 409A of the Code and determined pursuant to procedures adopted by the Company), Participant shall not be entitled to such payment of the PRSUs until the earlier of (i) the date which is six (6) months after Participant’s Separation from Service for any reason other than death, or (ii) the date of Participant’s death. Any amounts otherwise payable to Participant upon or in the six (6) month period following Participant’s Separation from Service that are not so paid by reason of this Section 3(g) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after Participant’s Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of Participant’s death). The provisions of this Section 3(g) shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty, or interest pursuant to Section 409A of the Code.

4.     Termination of Employment.
   

(a) Termination of Employment Generally. Subject to the provisions of this Section 4, if, prior to vesting of the PRSUs pursuant to Section 2 or 3, Participant ceases to be an employee of the Company or any Affiliate, for any reason (voluntary or involuntary), then Participant’s rights to all of the unvested PRSUs shall be immediately and irrevocably forfeited on the date of termination.

(b) Death or Long-Term Disability. If Participant dies while employed by the Company or any Affiliate, or if Participant’s employment by the Company or any Affiliate is terminated due to Participant’s failure to return to work as the result of a long-term disability which renders Participant incapable of performing his or her duties as determined under the provisions of the long-term disability insurance program of the Company or the Affiliate by which the Participant is employed (“Disability”), then following the end of the Performance Period, if and to the extent the Committee, in accordance with Section 2 above, determines that the Performance Vesting Criteria has been met, such that some number of PRSUs will vest and the restrictions with respect thereto will lapse, Participant will vest in the number of PRSUs that would have vested had Participant been employed through the end of the Performance Period, and the restrictions with respect thereto will lapse.

(c) Severance. If Participant’s employment ends at a time when the Participant is not eligible for Retirement (as defined below) and in connection with that separation from employment the Company or an Affiliate pays the Participant severance benefits pursuant to an employment agreement with Participant that is in effect on the date of this Award or pursuant to any Company severance policy, plan or program in effect on the date of this Award, then following the end of the Performance Period, if and to the extent the Committee, in accordance with Section 2 above, determines that the Performance Vesting Criteria has been met, such that some number of PRSUs will vest and the restrictions with respect thereto will lapse, Participant will vest in a pro rata number of PRSUs, and the restrictions with respect thereto will lapse. Such pro rationing shall be based on the number of full months of the Performance Period that Participant was employed prior to the date of termination plus the number of full months during which the Participant is entitled to receive severance or separation pay either the Company’s severance plan as in effect on the date hereof, or under an employment agreement between Participant and the Company or an Affiliate that is in effect on the date of this Award (provided that in no event shall such sum exceed the number of months in the Performance Period). In either case, should Participant’s severance or separation pay be paid in a lump sum versus bi-weekly payments, the number of full months taken into account shall be based on the period of time over which severance or separation pay would have been paid had it been paid bi-weekly. If Participant is entitled to severance or separation pay under a plan or agreement other than under the Company’s severance pay plan or an employment agreement entered into with the Company or an Affiliate, such pro rationing shall be based on the number of full months of the Performance Period that Participant was employed prior to the date of termination plus an additional three months, but not more than the number of months in the Performance Period.

(d) Retirement. If the Participant’s employment ends and at the time of separation from employment the Participant is eligible for Retirement (the “Retirement Date”), and at least one year of the Performance Period of this Award is completed at or prior to the Retirement Date, then following the end of the Performance Period, if and to the extent the Committee, in accordance with Section 2 above, determines that the Performance Vesting Criteria has been met, such that some number of PRSUs will vest and the restrictions with respect thereto will lapse, Participant will vest in the full number of PRSUs and the restrictions with respect thereto will lapse as if the Participant had been continuously employed throughout the entire Performance Period.

(e) For purposes of this Award certificate, “Retirement” means the termination of employment of a Participant who is age 55 or older with at least ten years of Recognized Employment with the Company or any Affiliate other than by reason of (i) death or Disability or (ii) Cause.

(f) For purposes of this Award certificate, “Recognized Employment” shall include only employment since the Participant’s most recent date of hire by the Company or any Affiliate and shall not include employment with a company acquired by UnitedHealth Group or any Affiliate before the date of such acquisition.

5.     Restriction on Transfer.  Participant may not transfer the PRSUs except by will or by the laws of descent and distribution.  Notwithstanding the foregoing, the Award may be transferred to an alternate payee pursuant to the terms of a domestic relations order \(as such terms are defined by Section 414\(p\) of the Code\), provided that \(i\) the Participant is an employee at the time the domestic relations order is entered, \(ii\) the Award was outstanding at the time the domestic relations order is entered, and \(iii\) the transfer otherwise satisfies all requirements of the Plan and any limitations and requirements established by the Committee.  Any attempt to otherwise transfer the PRSUs shall be void.
   

6.     Special Restriction on Transfer for Certain Participants. If Participant is an officer of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1 issued thereunder, as such status is reasonably determined from time to time by the Board of Directors of the Company \(a “Section 16 Officer”\), at any time that shares of Common Stock are issued upon vesting of the PRSUs and the Company has theretofore communicated Participant’s status as a Section 16 Officer to Participant, the following special transfer restrictions apply to Participant’s Award. One-third \(1/3\) of the net number of any shares of Common Stock acquired by Participant upon vesting of the PRSUs at a time when Participant is a Section 16 Officer \(including any shares of Common Stock or other securities into which such shares may be converted or exchanged as a result of any adjustment made pursuant to this Award or Section 7 of the Plan\) must be retained, and may not be sold or otherwise transferred, for a period of at least one year following the issuance date. For purposes of this Award certificate, the “net number of any shares of Common Stock acquired” shall mean the number of shares issued with respect to the Award after reduction for any shares of Common Stock withheld by or tendered to the Company, or sold on the market, to cover any federal, state, local or other payroll, withholding, income or other applicable tax withholding required in connection with the issuance of the shares. The restrictions of this Section 6 are in addition to, and not in lieu of, the restrictions imposed under other Company policies and applicable laws.
   

7.     Forfeiture of PRSUs and Shares of Common Stock.  This Section 7 sets forth circumstances under which Participant shall forfeit all or a portion of the PRSUs or be required to repay the Company for the value realized in respect of all or a portion of the PRSUs.
   

(a) If a Participant is subject to and found in violation of the Company Recoupment and Cancellation Policy, as in effect from time to time (the “Policy”), the Participant’s outstanding PRSUs, whether or not vested, may be forfeited, and the Participant may be required to repay the amount realized upon the settlement of previously settled PRSUs, to the extent and in the manner provided in the Policy.

(b) Violation of Restrictive Covenants. If Participant violates any provision of the Restrictive Covenants set forth in Section 8 below, then any unvested PRSUs shall be immediately and irrevocably forfeited without any payment therefor. In addition, for any PRSUs that vested within one year prior to Participant’s termination of employment with the Company or any Affiliate or at any time after such termination of employment, the Participant shall be required, upon demand, to repay or otherwise reimburse the Company (including by forfeiting any deferred compensation credits in respect of such PRSUs under the Company’s non-qualified compensation deferral plans) an amount having a value equal to the aggregate Fair Market Value of the shares of Common Stock underlying such PRSUs on the date the PRSUs became vested.

(c) In General. This Section 7 does not constitute the Company’s exclusive remedy for Participant’s violation of the Restrictive Covenants or commission of fraudulent conduct. As the forfeiture and repayment provisions are not adequate remedies at law, the Company may seek any additional legal or equitable remedy, including injunctive relief, for any such violations, except that, if unvested PRSUs continue to vest under Section 4 following the termination of Participant’s employment with the Company or any Affiliate, then, with respect to the Restrictive Covenants in Sections 8(c) or (d) below, the maximum period of time to which Company shall be entitled to injunctive relief is a total of two (2) years following the termination of Participant’s employment with the Company or any Affiliate, not counting any time period that Participant is in violation of the Restrictive Covenants in Sections 8(c) or (d) below and during which time the running of the time periods for the restrictions set forth in Sections 8(c) and (d) of this Agreement shall be tolled as permitted by applicable law such that the running of the two (2) year time period shall commence only once Participant is in compliance with the Restrictive Covenants. The provisions in this Section 7 are essential economic conditions to the Company’s grant of PRSUs to Participant. By receiving the grant of PRSUs hereunder, Participant agrees that the Company may deduct from any amounts it owes Participant from time to time (such as wages or other compensation, deferred compensation credits, vacation pay, any severance or other payments owed following a termination of employment, as well as any other amounts owed to the Participant by the Company) to the extent of any amounts Participant owes the Company under this section. The provisions of this Section 7 and any amounts repayable by Participant hereunder are intended to be in addition to any rights to repayment the Company may have under Section 304 of the Sarbanes-Oxley Act of 2002, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and other applicable law.

8.     Assignment and Restrictive Covenants.  In consideration of the terms of this Award certificate and the Company’s sharing of Confidential Information with the Participant, which the Participant agrees constitute adequate and sufficient mutually agreed consideration, the Participant agrees to the Assignment and Restrictive Covenants set forth below in this Section 8.
   

(a) Assignment of Intellectual Property. Participant agrees to assign and hereby assigns to Company all rights, titles and interests Participant may have in or to any invention, innovation, computer program, software, database, discovery, idea, writing, improvement, process, technique or other works (collectively "Intellectual Property") whether or not patentable or registrable under copyright or similar statutes, created or conceived by Participant, either alone or jointly with others, during Participant’s employment that: (i) relates in any manner to the actual or anticipated business, research, or development of Company; (ii) results from work assigned to or performed by Participant for Company; and/or (iii) is conceived of or made with the use of Company systems, equipment, supplies, materials, facilities, computer programs, confidential information and/or trade secret information (collectively “Company Resources”). This assignment does not apply to Intellectual Property that meets all of the following criteria: (i) no Company Resources were used in its creation; (ii) the Intellectual Property was developed entirely on Participants own time; (iii) at the time of conception or reduction to practice the Intellectual Property does not relate to Company’s business, actual or anticipated research or development; and (iv) the Intellectual Property does not result from any work performed by Participant for Company. Participant shall disclose to Company all Intellectual Property developed during Participant's employment so that Company may determine any rights it many have in such Intellectual Property

(b) Non-Disclosure. Participant has or will be given access to and provided with sensitive, confidential, proprietary and/or trade secret information (collectively, “Confidential Information”) in the course of Participant’s employment. Examples of Confidential Information include inventions, new product or marketing plans, business strategies and plans, merger and acquisition targets, financial and pricing information, computer programs, source codes, models and data bases, analytical models, customer lists and information, and supplier and vendor lists and other information which is not generally available to the public. Participant shall not disclose or use Confidential Information, either during or after Participant’s employment with the Company, except (i) as necessary to perform Participant’s duties, (ii) as the Company may consent in writing, or (iii) as permitted by Section 8(f) below.

(c) Non-Solicitation. During Participant’s employment and for two years after the later of (i) the termination of Participant’s employment with the Company for any reason whatsoever or (ii) the last scheduled vesting date under Section 4, Participant shall not, without the Company’s prior written consent, directly or indirectly, for Participant or for any other person or entity, as agent, employee, officer, director, consultant, owner, principal, partner, shareholder, or in any other individual or representative capacity:

(i)    Solicit or conduct business with any business competitive with the Company from any person or entity: (A) who was a Company provider or customer within the 12 months before Participant’s

employment termination and with whom Participant had contact regarding the Company’s activity, products or services, or for whom Participant provided services or supervised employees who provided those services, or about whom Participant learned Confidential Information during employment related to the Company’s provision of products and services to such person or entity, or (B) was a prospective provider or customer the Company solicited within the 12 months before Participant’s employment termination and with whom Participant had contact for the purposes of soliciting the person or entity to become a provider or customer of the Company, or supervised employees who had those contacts, or about whom Participant learned Confidential Information during employment related to the Company’s provision of products and services to such person or entity;

(ii)    Raid, hire, employ, recruit or solicit any Company employee or consultant who possesses Confidential Information of the Company to leave the Company;

(iii)    Induce or influence any Company employee, consultant, or provider who possesses Confidential Information of the Company to terminate his, her or its employment or other relationship with the Company; or

(iv)    Assist anyone in any of the activities listed above.

(d) Non-Competition. During Participant’s employment and for one year after the later of (i) the termination of Participant’s employment with the Company for any reason whatsoever or (ii) the last scheduled vesting date under Section 4, Participant shall not, without the Company’s prior written consent, directly or indirectly, for Participant or for any other person or entity, as agent, employee, officer, director, consultant, owner, principal, partner, shareholder, or in any other individual or representative capacity:

(i)    Engage in or participate in any activity that competes, directly or indirectly, with any Company activity, product, or service that Participant engaged in, participated in, or had Confidential Information about during Participant’s last 24 months of employment with the Company; or

(ii) Assist anyone in any of the activities listed above.

(e) Geographic Scope.

(i)    Participant’s obligations under subsections 8(c) and (d) of this “Assignments and Restrictive Covenants” section shall apply on a nationwide basis anywhere in the United States.

(ii)    Participant’s obligations under this “Assignments and Restrictive Covenants” section shall also apply in any country outside the United States with respect to which Participant had responsibility for any UnitedHealth Group activity, product, or service in that country.

(f) Return of Property. Participant agrees that all tangible materials (whether originals or duplicates), including, but not limited to, notebooks, computers, files, reports, proposals, price lists, lists of actual or potential customers or suppliers, talent lists, formulae, prototypes, tools, equipment, models, specifications, technical data, methodologies, research results, test results, financial data, contracts, agreements, correspondence, documents, computer disks, software, computer printouts, information stored electronically, memoranda, and notes, in Participant’s possession, custody, or control which in any way relate to the Company’s business and which are furnished to Participant by or on behalf of the Company or which are prepared, compiled or acquired by Participant while working with or employed by the Company shall be the sole property of the Company. At any time upon the request of the Company, and in any event promptly upon termination of Participant’s employment with the Company, but in any event no later than two (2) business days after such termination, Participant shall deliver all such materials to the Company and shall not retain any originals or copies (including electronically) of such materials.

(g) No Restriction on Protected Activities. Nothing in this Award certificate prohibits Participant from disclosing information in good faith to any governmental agency, legislative body, or official regarding an alleged violation of law or regulation or otherwise protected under applicable law, including, without limitation, the National Labor Relations Act, the Defend Trade Secrets Act, and any rule or regulation promulgated by the Securities and Exchange Commission, the National Labor Relations Board, the Equal Employment Opportunity Commission, or any other federal, state, or local government agency. Participant acknowledges that, through this Section 8(g), the Company has provided Participant with written notice that, pursuant to the Defend Trade Secrets Act, 8 USC § 1833(b), an employee, consultant, or contractor of an employer may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of an employer’s trade secrets, so long as such disclosure is made solely: (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; and/or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, Participant understands that, pursuant to 18 USC § 1831 et seq., an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose a trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. The foregoing immunities provided under 18 USC § 1831 et seq. do not apply to any disclosure of Confidential Information or trade secrets of an employer’s clients, customers, or counterparties, or of any other third parties. For purposes of this paragraph solely, “trade secret” has the meaning set forth in 18 USC § 1839.

(h) Exceptions. Notwithstanding the foregoing, this Section 8 will apply only to the extent permissible under provisions of the ABA Model Rules of Professional Conduct, or any applicable state counterpart regarding restrictions on the right to practice law. If Participant is a resident of any of the states listed in Exhibit A as of the Award Date, then the exceptions and acknowledgements set forth in Exhibit A shall apply to Participant.

(i) Acknowledgment of Obligations. By accepting the Award, Participant agrees that the provisions of this Section 8 are reasonable and necessary to protect the legitimate interests of the Company. Participant further acknowledges that Participant’s obligations under this Section 8 are in addition to, and do not limit, any and all obligations concerning the same subject matter arising under any applicable law, including, without limitation, common law and statutory law relating to fiduciary duties and trade secrets. To the extent Participant and the Company agree at any time to enter into separate agreements containing restrictive covenants or assignment of intellectual property with different or inconsistent terms than those contained herein, Participant and the Company acknowledge and agree that such different or inconsistent terms shall not in any way affect or have relevance to the Assignment and Restrictive Covenants contained herein. If Participant is a resident of Colorado, Participant acknowledges that Sections 8(c) and (d) contain covenants not to compete that could restrict Participant’s options for subsequent employment following separation from the Company.

9.     Adjustments to PRSUs.  In the event that any dividend or other distribution \(whether in the form of cash,  shares of Common Stock, other securities or other property\), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Stock or other securities of the Company or other similar corporate transaction or event affecting the Common Stock would be reasonably likely to result in the diminution or enlargement of any of the benefits or potential benefits intended to be made available under the Award \(including, without limitation, the benefits or potential benefits of provisions relating to the vesting of the PRSUs\), the Committee shall, in such manner as it shall deem equitable or appropriate in order to prevent such diminution or enlargement of any such benefits or potential benefits, make adjustments to the Award, including adjustments in the number and type of shares of Common Stock Participant would have received upon vesting of the PRSUs.
   

10.   Tax Matters.
    

(a) Withholding. In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant. Participant is liable and responsible for all taxes owed in connection with the Award, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Award. The ultimate tax liability, which is the Participant’s responsibility, may exceed the amount withheld by the Company. On each applicable vesting date, Participant will be deemed to have elected to satisfy Participant’s required federal, state, and local payroll, withholding, income, or other tax withholding obligations arising from the receipt of shares or the lapse of restrictions relating to the PRSUs, by having the Company withhold a portion of the shares of Common Stock

otherwise to be delivered having a Fair Market Value equal to the amount of such taxes (but not in excess of the maximum amount required to be withheld under applicable laws or regulations).

(b) 409A. It is intended that this Award and any amounts payable under this Award shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) so as not to subject Participant to payment of any additional tax, penalty, or interest imposed under Section 409A of the Code. The provisions of this Award certificate shall be construed and interpreted to avoid the imputation of any such additional tax, penalty, or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Participant. To the extent that the time or form of payment of any benefit pursuant to this Award would violate the terms of Section 409A, the Committee may revise the time or form of payment to conform to Section 409A. Notwithstanding the foregoing, in no event shall the Company, any Affiliate, the members of the Committee, or any other person have any liability for any additional tax, penalty or interest imposed on Participant by reason of Section 409A or otherwise.

11.   Miscellaneous.
    

(a) Choice of Law, Jurisdiction. Participant consents to the law of Minnesota exclusively being applied to any matter arising out of or relating to this Award certificate, without regard to its conflict of law principles, and exclusively to personal and subject matter jurisdiction in the state and federal courts of Minnesota for any dispute relating to this Award certificate or Participant’s relationship with the Company.

(b) At-Will Employment. This Award does not confer on Participant any right to continued employment or any other relationship with the Company or any Affiliate, nor will it interfere in any way with the right of the Company to terminate Participant at any time. Participant’s employment with the Company is at will.

(c) No Trust or Fiduciary Relationship. Neither the Plan nor this Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured creditor of the Company or any Affiliate.

(d) Securities Law Requirement. The Company shall not be required to deliver any shares of Common Stock upon the vesting of any PRSUs until the requirements of any federal or state securities laws, rules or regulations or other laws or rules (including the rules of any securities exchange) as may be determined by the Company to be applicable have been and continue to be satisfied (including an effective registration of the shares under federal and state securities laws).

(e) Original Instrument. An original record of this Award and all the terms hereof, executed by the Company, is held on file by the Company. To the extent there is any conflict between the terms contained in this Award and the terms contained in the original held by the Company, the terms of the original held by the Company shall control.

(f) Survival of Restrictive Covenants. The Restrictive Covenants in Section 8 and the provisions regarding the forfeiture of PRSUs and shares of Common Stock shall survive termination of the PRSUs and termination of Participant’s relationship with the Company as set forth in Section 8.

(g) Injunctive Relief, Attorney’s Fees and Jury Trial. In the event of a breach or a threatened breach of this Award by Participant, Participant acknowledges that the Company will face irreparable injury which may be difficult to calculate in dollar terms and that the Company shall be entitled, in addition to remedies otherwise available at law or in equity, to temporary restraining orders and preliminary injunctions and final injunctions without the posting of a bond enjoining such breach or threatened breach. Should the Company successfully enforce any portion of this Award certificate before a trier of fact or in an arbitration proceeding, the Company shall be entitled to all of its reasonable attorney’s fees and costs incurred as a result of enforcing this Award certificate against Participant. Participant waives all rights or entitlement to a jury trial for any matter arising out of or relating to this Award certificate.

(h) No Waiver. No waiver of any breach of any provision of this Award certificate by the Company shall be effective unless it is in writing, and no waiver shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this Award certificate shall be severable, and if any provision of this Award certificate is found by any court or arbitrator to be unenforceable, in whole or in part, the remainder of this Award certificate shall nevertheless be enforceable and binding on the parties. Participant also agrees that a court or arbitrator may modify any invalid, overbroad or unenforceable term of this Award certificate so that such term, as modified, is valid and enforceable under applicable law, and that a court or arbitrator is authorized to extend the length of the Restrictive Covenants in Section 8 of this Award certificate for any period of time in which Participant is in breach of the Restrictive Covenants or as necessary to protect the legitimate business interests of Company. Further, Participant affirmatively states that Participant has not, will not, and cannot rely on any representations not expressly made herein. The terms of this Award certificate shall not be amended by Participant or Company except by the express written consent of the Company and Participant.

(i) Consideration Period; Right to Consult with Counsel. By the Participant’s acceptance below, the Participant acknowledges and agrees that the Company provided the Participant with at least ten (10) business days to review and consider this Award certificate and that voluntarily accepting this Award certificate before the expiration of ten (10) business days shall serve as a waiver of the ten (10) day review period. The Participant has the right and is advised to consult with counsel of his/ her choice before signing this document.

(j) Assignability and Change of Position. The rights and/or obligations herein may be assigned by the Company without Participant’s consent and shall bind and inure to the benefit of the Company’s successors, assigns, and representatives. If the Company makes any assignment of the rights and/or obligations herein, Participant agrees that this Award certificate shall remain binding upon Participant in any event.

Offer Date: #GrantDate#

By /s/ David E. Strauss, on behalf of UnitedHealth Group Incorporated

Acceptance Date: #AcceptanceDate#

Signed Electronically/Signed Manually: #Signature#

Exhibit A

State Law Exceptions to Performance-Based Restricted Stock Unit Award

1.If Participant is a resident of the following states as of the Award Date, the following exceptions and acknowledgments shall apply to Participant, notwithstanding anything to the contrary in the Performance-Based Restricted Stock Unit Award to which this Exhibit A is attached.

2.**CALIFORNIA. If Participant is a resident of California as of the Award Date: 1) Section 8(c) and Section 8(d) will apply to Participant during Participant’s employment but will apply after Participant’s employment only to the extent that Participant uses or discloses the Company’s trade secrets to perform the activities prohibited by Section 8(c) and Section 8(d); and 2) Section 11(a) will not apply to Participant.

3.**COLORADO. If Participant is a resident of Colorado as of the Award Date: 1) Section 8 shall be interpreted to apply to the full extent permitted by Colo. Rev. Stat. § 8-2-113 and shall not be interpreted to apply in any manner that would constitute a violation of Colorado law; 2) Section 8(c) will only apply after the termination of Participant’s employment to the extent that, at the time of the termination of Participant’s employment, Participant earns an amount of annualized cash equivalent to or greater than sixty percent (60%) of the threshold for highly compensated workers as defined by the Colorado Department of Labor; 3) Section 8(d) will only apply after the termination of Participant’s employment to the extent that, at the time of the termination of Participant’s employment, Participant earns an amount of annualized cash compensation equivalent to or greater than the threshold amount for highly compensated workers as defined by the Colorado Department of Labor; and 4) Section 11(a) will not apply to Participant.

4.**IDAHO. If Participant is a resident of Idaho as of the Award Date, Participant acknowledges that Participant is a “key employee” as that term is defined in Idaho. Stat. § 44-2702, and that if Participant became employed by or affiliated with a competitor in violation of Section 8(c) it is inevitable that Participant would disclose the Company’s trade secrets or other confidential information.

5.**ILLINOIS. If Participant is a resident of Illinois as of the Award Date: 1) Participant acknowledges that Participant was provided with 14 calendar days to review this Award certificate and that accepting this Award before the expiration of the 14 days shall serve as a waiver of the 14 day review period; 2) Participant understands that Participant has the right to consult with an attorney prior to accepting the Award, but that any legal consultation is at Participant’s own expense; 3) Participant acknowledges that Participant has had an adequate opportunity to consult with an attorney, Participant has read and understands this Award certificate, and is voluntarily accepting the Award; 4) Section 8(c) will only apply after the termination of Participant’s employment to the extent that, at the time of the termination of Participant’s employment, Participant’s annualized rate of earnings exceeds the amount set forth in 820 ILCS 90/10(a); and 5) Section 8(d) will only apply after the termination of Participant’s employment to the extent that, at the

time of the termination of Participant’s employment, Participant’s annualized rate of earnings exceeds the amount set forth in 820 ILCS 90/10b).

6.**LOUISIANA. If Participant is a resident of Louisiana as of the Award Date, after the termination of Participant’s employment Section 8(c)(i) and Section 8(d) shall apply only in the following parishes in the State of Louisiana: Acadia, Allen, Ascension, Assumption, Avoyelles, Beauregard, Bienville, Bossier, Caddo, Calcasieu, Caldwell, Cameron, Catahoula, Claiborne, Concordia, De Soto, East Baton Rouge, East Carroll, East, Feliciana, Evangeline, Franklin, Grant, Iberia, Iberville, Jackson, Jefferson, Jefferson Davis, La Salle, Lafayette, Lafourche, Lincoln, Livingston, Madison, Morehouse, Natchitoches, Orleans, Ouachita, Plaquemines, Pointe Coupee, Rapides, Red River, Richland, Sabine, St. Bernard, St. Charles, St. Helena, St. James, St. John The Baptist, St. Landry, St. Martin, St. Mary, St. Tammany, Tangipahoa, Tensas, Terrebonne, Union, Vermilion, Vernon, Washington, Webster, West Baton Rouge, West Carroll, West Feliciana, and Winn.

7.**MAINE. If Participant is a resident of Maine as of the Award Date: 1) the terms of Section 8(d) of this Award certificate regarding Participant’s post-termination obligations do not take effect until after one (1) year of Participant’s employment with the Company or a period of six (6) months from the date that Participant accepted the Award, whichever is later; 2) Section 8(d) will only apply after the termination of Participant’s employment to the extent that, at the time of the termination of Participant’s employment, Participant earns wages over four hundred percent (400%) of the federal poverty level, as defined in 26 M.R.S.A. § 599-A; and 3) Participant acknowledges that the Company provided Participant with at least three (3) days to review this Award certificate before accepting the Award and that voluntarily accepting the Award before the expiration of three (3) days shall serve as a waiver of the three (3) day review period.

8.**MARYLAND. If Participant is a resident of Maryland as of the Award Date, Section 8(d) will only apply after the termination of Participant’s employment to the extent that, at the time of the termination of Participant’s employment, Participant earns compensation that is more than the amount set forth in Maryland Code, Labor and Employment, § 3-716(a)(1).

9.**MASSACHUSETTS. If Participant is a resident of Massachusetts as of the Award Date: 1) Participant acknowledges that Participant was provided with 10 business days to review this Award certificate and that accepting this Award before the expiration of the 10 days shall serve as a waiver of the 10 day review period; 2) Participant understands that Participant has the right to consult with an attorney prior to accepting the Award, but that any legal consultation is at Participant’s own expense; and 3) Participant acknowledges that Participant has had an adequate opportunity to consult with an attorney, Participant has read and understands this Award certificate, and is voluntarily accepting the Award.

10.**NEBRASKA. If Participant is a resident of Nebraska as of the Award Date, Section 8(d) will not apply after the termination of Participant’s employment.

11.**NEVADA. If Participant is a resident of Nevada as of the Award Date, after the termination of Participant’s employment Section 8(c) and Section 8(d) will not prohibit Participant from providing service to a former provider or customer of the Company if Participant can demonstrate that (i) Participant did not solicit the former provider or customer, (ii) the former provider or customer voluntarily chose to leave the Company and seek services from Participant, and (iii) Participant is otherwise complying with the limitations in this Award certificate other than any limitation on providing services to a former provider or customer who seeks the services of Participant without any contact instigated by Participant.

12.**NEW HAMPSHIRE. If Participant is a resident of New Hampshire as of the Award Date, Section 8(d) will only apply after the termination of Participant’s employment to the extent that, at the time of the termination of Participant’s employment, Participant earns at least two hundred percent (200%) of the federal minimum wage.

13.**NORTH DAKOTA. If Participant is a resident of North Dakota as of the Award Date, Section 8(c)(i) and Section 8(d) will apply to Participant during Participant’s employment but will apply after Participant’s employment only to the extent that Participant uses or discloses the Company’s trade secrets to perform the activities prohibited by Section 8(c)(i) and Section 8(d).

14.**OKLAHOMA. If Participant is a resident of Oklahoma as of the Award Date: 1) Section 8(d) will not apply after the termination of Participant’s employment; and 2) Section 8(c)(i) will apply after Participant’s employment only with respect to providers or customers of the Company that are “established customers” of the Company per Okla. Stat. Ann. tit. 15, § 219A.

15.**OREGON. If Participant is a resident of Oregon as of the Award Date, Section 8(d) will only apply after the termination of Participant’s employment to the extent that Participant’s annual gross salary and commissions, calculated on an annual basis, at the time that Participant’s employment ends, exceed the amount set forth in Ore. Rev. Stat. § 653.295(1)(e).

16.**RHODE ISLAND. If Participant is a resident of Rhode Island as of the Award Date, Section 8(d) will only apply after the termination of Participant’s employment to the extent that, at the time of the termination of Participant’s employment, Participant earns more than two hundred fifty percent (250%) of the federal poverty level for individuals as established by the United States Department of Health and Human Services federal poverty guidelines.

17.**VIRGINIA. If Participant is a resident of Virginia as of the Award Date, Section 8(d) will only apply after the termination of Participant’s employment to the extent that, at the time of the termination of Participant’s employment, Participant’s average weekly earnings, as calculated in Va. Code § 40.1-28.7:8, are equal to or more than the average weekly wage of the Commonwealth as determined pursuant to subsection B of Va. Code §65.2-500.

18.**WASHINGTON. If Participant is a resident of Washington as of the Award Date: 1) Section 8(d) will only apply after the termination of Participant’s employment to the extent that Participant’s annualized earnings, at the time that Participant’s employment ends, exceed the amount set forth in RCW 49.62.020; 2) Participant acknowledges that, by this Award certificate, the Company has notified Participant that, even if the post-employment provisions of Section 8(b) are not enforceable against Participant at the time of Participant’s acceptance of the Award, those provisions may be enforceable against Participant in the future due to changes in Participant’s compensation; and 3) Section 11(a) will not apply to Participant.

Attachment 1

Performance Vesting Criteria Applicable to

Performance-Based Restricted Stock Units

Participant’s Performance-Based Restricted Stock Units shall become vested, and any applicable restrictions shall lapse, based on the Company’s attainment of the performance goals indicated below over the Performance Period, which begins on January 1, 2023 and ends on December 31, 2025. As indicated below, the actual number of Participant’s Performance-Based Restricted Stock Units that vest may range from 0% to 200% of Participant’s Target Number of Performance-Based Units, based on performance against the performance goals.

Performance Goals

Participant’s Performance-Based Restricted Stock Units shall vest, and the applicable restrictions with respect to such units shall lapse, based on both (1) the Company’s adjusted earnings per share (“Cumulative Adjusted EPS”) and (2) the Company’s average return on equity (“Average ROE”) during the Performance Period as determined in accordance with the tables below. The aggregate payout as a percentage of the Target Number of Performance-Based Units shall be the sum of the percentages determined in the last column of each of the first two tables below.

Vesting Based on EPS Growth and Average ROE

2023-2025 Cumulative Adjusted EPS	Payout as a % of Target # of Units	+	2023-2025 Average ROE	Payout as a % of Target # of Units	=	Combined Payout as a % of Target # of Units
$80.21	0.0%		24.8%	0.0%		0%
$81.36	12.5%		25.3%	12.5%		25%
$82.53	25.0%		25.8%	25.0%		50%
$83.66	37.5%		26.3%	37.5%		75%
$84.85	50.0%		26.8%	50.0%		100%
$86.42	62.5%		27.3%	62.5%		125%
$88.02	75.0%		27.8%	75.0%		150%
$89.66	87.5%		28.3%	87.5%		175%
$91.29	100.0%		28.8%	100.0%		200%

Cumulative Adjusted EPS or Average ROE performance at or above the respective maximum levels shown in the tables above shall result in 100.0% of the total Target Number of Performance-Based Units becoming vested for that goal. If both Cumulative Adjusted EPS and Average ROE performance are at or above the respective maximum levels shown in the tables above, 200.0% of the total Target Number of Performance-Based Units shall become vested. The percentage of the total Target Number of Performance-Based Units becoming vested shall be interpolated for Cumulative Adjusted EPS or Average ROE performance between the levels shown in the tables above on a straight-line basis.

Adjustments

The Committee shall adjust earnings to eliminate the effect of any extraordinary or special item that is not included in or contemplated by the Five Year Financial Projections prepared for the February 23 to February 24, 2023 Board of Directors meeting (the “Business Plan”) and that, standing alone, significantly increases or decreases earnings (an “Extraordinary or Special Item”). Extraordinary or Special Items shall include, without limitation, legal settlements, regulatory settlements and other similar non-recurring events. Extraordinary or Special Items shall also include changes to the Company’s capital structure, including, without limitation, changes to the Company’s dividend policy or share repurchase program (as each is in effect at the start of the Performance Period), mergers, acquisitions, divestitures and reorganizations. Further, the Committee shall adjust earnings to eliminate the effect of any new federal legislation or amendments to existing federal legislation regarding funding of healthcare benefits by the United States government if such legislation or amendment (1) is enacted during the Performance Period and (2) results in a significant reduction or increase in that portion of the Company’s earnings that is derived from federal governmental sources, as projected in the Business Plan.

Although the Committee is required to make adjustments to earnings for Extraordinary or Special Items in accordance with the preceding paragraph, the Committee, in its sole discretion, may choose (1) not to make an adjustment to earnings for a particular Extraordinary or Special Item that would otherwise increase earnings and/or (2) to decrease earnings on the basis of other events or items, in each case to reduce the number of Participant’s Performance-Based Restricted Stock Units that would otherwise vest.

20

Document

Exhibit 10.5

RESTRICTED STOCK UNIT AWARD

Award Date<br><br>(mm/dd/yyyy)<br><br><br><br>#GrantDate#	Number of Units<br><br><br><br><br><br>#QuantityGranted#	Final Vesting Date<br><br>(mm/dd/yyyy)<br><br><br><br>#GrantCustom2#

THIS CERTIFIES THAT UnitedHealth Group Incorporated, on behalf of itself and its subsidiaries, related and affiliated companies, and all divisions, successors, and assigns of them (collectively, the “Company”) has on the award date specified above (the “Award Date”) granted to

#ParticipantName#

(“Participant”) an award (the “Award”) to receive that number of restricted stock units (the “RSUs”) indicated above in the box labeled “Number of Units,” each RSU representing the right to receive one share of UnitedHealth Group Incorporated Common Stock, $.01 par value per share (the “Common Stock”), subject to certain restrictions and on the terms and conditions contained in this Award and the UnitedHealth Group Incorporated 2020 Stock Incentive Plan (the “Plan”).

The Participant acknowledges and agrees that the Company may deliver, by electronic mail, the use of the Internet, including through the website of the agent appointed by the Compensation and Human Resources Committee of the Board of Directors of the Company (the “Committee”) to administer the Plan, the Company intranet web pages or otherwise, any information concerning the Company; the Award; the Plan, pursuant to which the Company granted the Award; and any information required by the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

A copy of the Plan is available upon request. In the event of any conflict between the terms of the Plan and this Award certificate, the terms of the Plan shall govern. Any terms not defined herein shall have the meaning set forth in the Plan.

* * * * *

1.Rights of the Participant with Respect to the RSUs.

(a)    No Shareholder Rights. The RSUs granted pursuant to this Award certificate do not and shall not entitle Participant to any rights of a shareholder of Common Stock, except as provided below. The rights of Participant with respect to the RSUs shall remain forfeitable at all times prior to the date on which such rights become vested, and the restrictions with respect to the RSUs lapse, in accordance with Section 2, 3 or 4.

(b)    Conversion of RSUs; Issuance of Common Stock. No shares of Common Stock shall be issued to Participant prior to the date on which the RSUs vest, and the restrictions with respect to the RSUs lapse, in accordance with Section 2, 3 or 4. Neither this Section 1(b) nor any action taken pursuant to or in accordance with this Section 1(b) shall be construed to create a trust of any kind. After any RSUs vest pursuant to Section 2, 3 or 4, the Company shall promptly cause to be issued shares of Common Stock to Participant or in the name of Participant’s legal representatives, beneficiaries, or heirs, as the case may be, in payment of such vested whole RSUs, at the times provided in Section 2, 3 or 4, as applicable.

(c)    Dividends. If a cash dividend is declared and paid by the Company with respect to the Common Stock, Participant shall be credited as of the applicable dividend payment date with an additional number of whole and/or fractional RSUs (the “Dividend Units”) equal to (A) the total cash dividend Participant would have received had Participant’s RSUs (and any previously credited Dividend Units with respect thereto) been actual shares of Common Stock, divided by (B) the Fair Market Value of a share of Common Stock as of the applicable dividend payment date. As of each vesting date pursuant to Sections 2, 3 or 4, the number of Dividend Units paid on the RSUs vesting on such vesting date shall become vested, earned, and payable in the form of shares of Common Stock; provided, however, that any vested Dividend Units not converted into a whole share of Common Stock may be converted into a fractional Dividend Unit or a cash payment. To the extent Participant’s rights to any unvested RSUs are forfeited, the Dividend Units paid on such forfeited RSUs shall also be forfeited. The terms of this Award certificate shall apply to all Dividend Units paid on the RSUs.

2.Vesting. Subject to the terms and conditions of this Award certificate, __% of the RSUs shall vest, and the restrictions with respect to the RSUs shall lapse, on each of the __________ anniversaries of the grant date if Participant remains continuously employed by the Company or any Affiliate until the respective vesting dates. Any RSUs that vest pursuant to this Section 2 shall be paid to Participant no later than March 15th of the year following the year in which the vesting event occurs (which payment schedule is intended to comply with the “short-term deferral” exemption from the application of Section 409A of the Code).

3.Early Vesting On Certain Terminations On or After Change in Control. Notwithstanding the other vesting provisions contained in Section 2 and Section 4, but subject to the other terms and conditions set forth herein, all of the RSUs shall become immediately and unconditionally vested if, on or within two years after the effective date of a Change in Control, the Participant ceases to be an employee of the Company or any Affiliate as a result of a termination of employment (i) by the Participant for Good Reason, (ii) by the Company or any Affiliate without Cause, (iii) at a time when Participant is eligible for Retirement (as defined below), (iv) due to Participant’s Disability (as defined below), or (v) in the circumstances described in Section 4(c); provided that in the case of a termination for Good Reason, the RSUs shall vest if the Participant gives written notice of the circumstances constituting Good Reason within two years after the effective date of the Change in Control, if the Company fails to cure the circumstances constituting Good Reason within 60 days of the receipt of such notice and the Participant resigns within 30

days after the end of the cure period, all as provided in Section 3(d). Any RSUs that vest pursuant to this Section 3 shall be paid to Participant in a lump sum within thirty (30) days after the date of Participant’s Separation from Service. For purposes of this Award:

(a)    “Affiliate” shall mean (i) any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, as determined by the Committee.

(b)    “Change in Control” shall mean the sale of all or substantially all of the Company’s assets or any merger, reorganization, or exchange or tender offer which, in each case, will result in a change in the power to elect 50% or more of the members of the Board of Directors of the Company; provided, however, that such a sale, merger, or other event must also constitute either (i) a “change in the ownership” of the Company within the meaning of Treasury Regulation 1.409A-3(i)(5)(v), (ii) a “change in the effective control” of the Company within the meaning of Treasury Regulation 1.409A-3(i)(5)(vi)(A)(1) (replacing “30 percent” with “50 percent” as used in such regulation), or (iii) a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Treasury Regulation 1.409A-3(i)(5)(vii).

(c)    “Cause” shall mean Participant’s (a) material failure to follow the Company’s reasonable direction or to perform any duties reasonably required on material matters, (b) material violation of, or failure to act upon or report known or suspected violations of, the Company’s Code of Conduct, as may be amended from time to time, (c) conviction of any felony, (d) commission of any criminal, fraudulent, or dishonest act in connection with Participant’s employment, (e) breach of any of the Restrictive Covenants in Section 8 of this Award certificate or a material breach of any employment agreement between Participant and the Company or any Affiliate, if any, or (f) conduct that is materially detrimental to the Company’s interests. The Company will, within 120 days of discovery of the conduct, give Participant written notice specifying the conduct constituting Cause in reasonable detail and Participant will have 60 days to remedy such conduct, if such conduct is reasonably capable of being remedied. In any instance where the Company may have grounds for Cause, failure by the Company to provide written notice of the grounds for Cause within 120 days of discovery shall be a waiver of its right to assert the subject conduct as a basis for termination for Cause.

(d)    “Good Reason” shall mean the occurrence of any of the following without Participant’s written consent, in each case, when compared to the arrangements in effect immediately prior to the Change in Control:

(i)    any reduction in Participant’s base salary or target bonus expressed as a percentage of the Participant’s base salary, other than a reduction that is pursuant to a general reduction affecting a group of employees;

(ii)    a change in the principal location at which the Participant is required to perform his or her duties, if the new location is 50 miles or more

further from the Participant’s principal residence than the original location; or

(iii)    a material diminution in Participant’s duties, responsibilities, or authority; or

(iv)    a change in Participant’s reporting relationship.

Participant will, within 120 days of discovery of such circumstances, give the Company written notice specifying the circumstances constituting Good Reason in reasonable detail and, upon receipt of such notice, the Company shall have 60 days to cure the circumstances constituting Good Reason. Failure by Participant to provide written notice of the grounds for Good Reason within 120 days of discovery, or failure by the Participant to resign within 30 days after the end of the Company’s 60-day cure period, shall be a waiver of Participant’s right to assert the subject circumstance as a basis for termination for Good Reason.

(e)    “Separation from Service” shall mean when Participant dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.

(f)    Possible Acceleration of Vesting and Payment. If the Award is terminated pursuant to a Change in Control and is not assumed by a party to the Change in Control (and no such party issues a new award in substitution for the Award, as determined by the Committee), the Committee may provide for immediate vesting of the Award, and the issuance of shares of Common Stock, securities of a party to the Change in Control, or cash, or any combination thereof, in full satisfaction of the Award. Notwithstanding anything in the Plan or any other agreement to the contrary, there is no discretion to change the time of payment of the RSUs (in connection with a Change in Control, similar event, or otherwise) except as expressly provided in this Section 3 or as otherwise permitted under, and would not result in any tax, penalty, or interest under, Section 409A of the Code.

(g)    Section 409A - Possible Six-Month Delay in Payment. Notwithstanding any provision of this Award certificate to the contrary, if payment of the RSUs is triggered by Participant’s Separation from Service as provided in this Section 3 or Section 4 and, as of the date of such Separation from Service, Participant is a “specified employee” (within the meaning of Section 409A of the Code and determined pursuant to procedures adopted by the Company), Participant shall not be entitled to such payment of the RSUs until the earlier of (i) the date which is six (6) months after Participant’s Separation from Service for any reason other than death, or (ii) the date of Participant’s death. Any amounts otherwise payable to Participant upon or in the six (6) month period following Participant’s Separation from Service that are not so paid by reason of this Section 3(g) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after Participant’s Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of Participant’s death).

The provisions of this Section 3(g) shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty, or interest pursuant to Section 409A of the Code.

4.Termination of Employment.

(a)    Termination of Employment Generally. Except as expressly provided in Section 3 or this Section 4, if, prior to vesting of the RSUs pursuant to Section 2, Participant ceases to be an employee of the Company or any Affiliate for any reason (voluntary or involuntary) and does not continue after such cessation of service to be either an employee of the Company or any Affiliate, then Participant’s rights to all of the unvested RSUs shall be immediately and irrevocably forfeited on the date of termination.

(b)    Death or Permanent Disability. If Participant dies while employed by the Company or any Affiliate, or if Participant receives disability benefits under the long-term disability insurance program of the Company or the Affiliate by which the Participant is employed for a period of at least three months (“Disability”), then all unvested RSUs shall become immediately vested, and the restrictions with respect to all of the RSUs shall lapse, as of the date of such death or Disability. Any RSUs that vest pursuant to this Section 4(b) shall be paid to Participant or Participant’s estate not later than 90 days after the date of such death or Disability. Notwithstanding the foregoing, if the condition that results in Participant receiving Disability benefits is not a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, then the RSUs shall become immediately vested as provided above, but settlement shall be on the dates on which the RSUs would have vested under the original vesting schedule set forth in Section 2.

(c)    Severance. If Participant’s employment with the Company or any Affiliate terminates at a time when Participant is not eligible for Retirement (and other than due to Participant’s death or Disability) and, in the circumstances, Participant is entitled to severance or separation pay, the following provisions of this Section 4(c) will apply. If Participant is entitled to severance under the Company’s severance pay plan as in effect on the date hereof, then the RSUs shall continue to vest, and the restrictions with respect to the RSUs shall continue to lapse, for the period of such severance that Participant is eligible to receive. If Participant is entitled to severance under an employment agreement entered into with the Company or an Affiliate, then vesting of the RSUs, and lapsing of their restrictions, shall continue for the period of such severance that Participant would be entitled to receive under that agreement as of the date hereof. If Participant is entitled to separation pay under a plan or agreement other than under the Company’s severance pay plan or an employment agreement entered into with the Company or an Affiliate, then vesting of the RSUs, and lapsing of their restrictions, shall continue for three months, regardless of the period for which severance or separation pay is payable. In any case, should Participant’s severance or separation pay be paid in a lump sum versus bi-weekly payments, the RSUs shall continue to vest for the period of time in which severance or separation pay would have been paid had it been paid bi-weekly. Any RSUs that vest pursuant to this Section 4(c) shall be paid to Participant on the dates on which the RSUs would have vested under the original vesting schedule set forth in Section 2. For avoidance of doubt, any RSUs that are unvested on the date of termination of Participant’s

employment and do not vest under the schedule set forth in Section 2 during the applicable severance or separation pay period identified above in this Section 4(c) shall be forfeited.

(d)    Retirement. If Participant ceases to be an employee of the Company or any Affiliate and Participant is eligible for Retirement at the time of such termination of employment, then the vesting of the RSUs shall continue as if such termination of employment had not occurred, subject to provisions set out in Section 7 below. Any RSUs that vest pursuant to this Section 4(d) shall be paid to Participant on the dates on which the RSUs would have vested under the original vesting schedule set forth in Section 2.

(e)    For purposes of this Award certificate, “Retirement” means the termination of employment of a Participant who is age 55 or older with at least ten years of Recognized Employment with the Company or any Affiliate other than by reason of (i) death or Disability or (ii) Cause. Notwithstanding the terms of any other agreement heretofore or hereafter entered into between the parties that reference retirement, Participant and the Company acknowledge and agree that for purposes of calculating years of service for retirement eligibility, Participant will receive three point seven (3.7) years of service credit for each year he remains employed with the Company after February 3, 2021. If, prior to February 3, 2023, Participant is terminated by the Company without Cause or if Participant terminates employment for Good Reason, as defined in Participant’s employment agreement effective February 3, 2021, Participant will be deemed to have met the applicable age and service requirements and will be retirement eligible.

(f)    For purposes of this Award certificate, “Recognized Employment” shall include only employment since the Participant’s most recent date of hire by the Company or any Affiliate and shall not include employment with a company acquired by the Company or any Affiliate before the date of such acquisition.

5.    Restriction on Transfer. Participant may not transfer the RSUs except by will or by the laws of descent and distribution. Notwithstanding the foregoing, the Award may be transferred to an alternate payee pursuant to the terms of a domestic relations order (as such terms are defined by Section 414(p) of the Code), provided that (i) the Participant is an employee at the time the domestic relations order is entered, (ii) the Award was outstanding at the time the domestic relations order is entered, and (iii) the transfer otherwise satisfies all requirements of the Plan and any limitations and requirements established by the Committee. Any attempt to otherwise transfer the RSUs shall be void.

6.    Special Restriction on Transfer for Certain Participants. If Participant is an officer of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1 issued thereunder, as such status is reasonably determined from time to time by the Board of Directors of the Company (a “Section 16 Officer”), at any time that shares of Common Stock are issued upon the vesting of RSUs and the Company has theretofore communicated Participant’s status as a Section 16 Officer to Participant, the following special transfer restrictions apply to Participant’s Award. One-third (1/3) of the net number of any shares of Common Stock acquired by Participant upon the vesting of RSUs at a time when Participant is a Section 16 Officer (including any shares of Common Stock or other securities into which such shares may be converted or exchanged as a result

of any adjustment made pursuant to this Award or Section 7 of the Plan) must be retained, and may not be sold or otherwise transferred, for a period of at least one year following the applicable vesting date. For purposes of this Award, the “net number of any shares of Common Stock acquired” shall mean the number of shares issued upon vesting of RSUs after reduction for any shares of Common Stock withheld by or tendered to the Company, or sold on the market, to cover any federal, state, local, or other payroll, withholding, income, or other applicable tax withholding required in connection with the issuance of the shares. The restrictions of this Section 6 are in addition to, and not in lieu of, the restrictions imposed under other Company policies and applicable laws.

7.    Forfeiture of RSUs and Shares of Common Stock. This Section 7 sets forth circumstances under which Participant shall forfeit all or a portion of the RSUs or be required to repay the Company for the value realized in respect of all or a portion of the RSUs.

(a)    If a participant is subject to and found in violation of the Company Recoupment and Cancellation Policy, as in effect from time to time (the “Policy”), the Participant’s outstanding RSUs, whether or not vested, may be forfeited, and the Participant may be required to repay the amount realized upon the settlement of previously settled RSUs, to the extent and in the manner provided in the Policy.

(b)    Violation of Restrictive Covenants. If Participant violates any provision of the Restrictive Covenants set forth in Section 8 below, then any unvested RSUs shall be immediately and irrevocably forfeited without any payment therefor. In addition, for any RSUs that vested within one year prior to Participant’s termination of employment with the Company or any Affiliate or at any time after such termination of employment, the Participant shall be required, upon demand, to repay or otherwise reimburse the Company (including by forfeiting any deferred compensation credits in respect of such RSUs under the Company’s non-qualified compensation deferral plans) an amount having a value equal to the aggregate Fair Market Value of the shares of Common Stock underlying such RSUs on the date the RSUs became vested.

(c)    In General. This Section 7 does not constitute the Company’s exclusive remedy for Participant’s violation of the Restrictive Covenants or commission of fraudulent conduct. As the forfeiture and repayment provisions are not adequate remedies at law, the Company may seek any additional legal or equitable remedy, including injunctive relief, for any such violations, except that, if unvested RSUs continue to vest under Section 4 following the termination of Participant’s employment with the Company or any Affiliate, then, with respect to the Restrictive Covenants in Sections 8 (c) or (d) below, the maximum period of time to which Company shall be entitled to injunctive relief is a total of two (2) years following the termination of Participant’s employment with the Company or any Affiliate, not counting any time period that Participant is in violation of the Restrictive Covenants in Sections 8(c) or (d) below and during which time the running of the time periods for the restrictions set forth in Sections 8(c) and (d) of this Agreement shall be tolled as permitted by applicable law such that the running of the two (2) year time period shall commence only once Participant is in compliance with the Restrictive Covenants. The provisions in this Section 7 are essential economic conditions to the

Company’s grant of RSUs to Participant. By receiving the grant of RSUs hereunder, Participant agrees that the Company may deduct from any amounts it owes Participant from time to time (such as wages or other compensation, deferred compensation credits, vacation pay, any severance or other payments owed following a termination of employment, as well as any other amounts owed to the Participant by the Company) to the extent of any amounts Participant owes the Company under this section. The provisions of this Section 7 and any amounts repayable by Participant hereunder are intended to be in addition to any rights to repayment the Company may have under Section 304 of the Sarbanes-Oxley Act of 2002, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and other applicable law.

8.    Assignment and Restrictive Covenants. In consideration of the terms of this Award certificate and the Company’s sharing of Confidential Information with the Participant, which the Participant agrees constitute adequate and sufficient mutually agreed consideration, the Participant agrees to the Assignment and Restrictive Covenants set forth below in this Section 8.

(a)    Assignment of Intellectual Property. Participant agree to assign and hereby assigns to Company all rights, titles and interests Participant may have in or to any invention, innovation, computer program, software, database, discovery, idea, writing, improvement, process, technique or other works (collectively “Intellectual Property”) whether or not patentable or registrable under copyright or similar statutes, created or conceived by Participant, either alone or jointly with others, during Participant’s employment that: (i) relates in any manner to the actual or anticipated business, research, or development of Company; (ii) results from work assigned to or performed by Participant for Company; and/or (iii) is conceived of or made with the use of Company systems, equipment, supplies, materials, facilities, computer programs, confidential information and/or trade secret information (collectively “Company Resources”). This assignment does not apply to Intellectual Property that meets all of the following criteria: (i) no Company Resources were used in its creation; (ii) the Intellectual Property was developed entirely on Participants own time; (iii) at the time of conception or reduction to practice the Intellectual Property does not relate to Company’s business, actual or anticipated research or development; and (iv) the Intellectual Property does not result from any work performed by Participant for Company. Participant shall disclose to Company all Intellectual Property developed during Participant's employment so that Company may determine any rights it many have in such Intellectual Property.

(b)    Non-Disclosure. Participant has or will be given access to and provided with sensitive, confidential, proprietary and/or trade secret information (collectively, “Confidential Information”) in the course of Participant’s employment. Examples of Confidential Information include inventions, new product or marketing plans, business strategies and plans, merger and acquisition targets, financial and pricing information, computer programs, source codes, models and data bases, analytical models, customer lists and information, and supplier and vendor lists and other information which is not generally available to the public. Participant shall not disclose or use Confidential Information, either during or after Participant’s employment with the Company, except (i) as necessary to

perform Participant’s duties, (ii) as the Company may consent in writing, or (iii) as permitted by Section 8(g) below.

(c)    Non-Solicitation. During Participant’s employment and for two years after the later of (i) the termination of Participant’s employment with the Company for any reason whatsoever or (ii) the last scheduled vesting date under Section 4, Participant shall not, without the Company’s prior written consent, directly or indirectly, for Participant or for any other person or entity, as agent, employee, officer, director, consultant, owner, principal, partner, shareholder, or in any other individual or representative capacity:

(i)    Solicit or conduct business with any business competitive with the Company from any person or entity: (A) who was a Company provider or customer within the 12 months before Participant’s employment termination and with whom Participant had contact regarding the Company’s activity, products or services, or for whom Participant provided services or supervised employees who provided those services, or about whom Participant learned Confidential Information during employment related to the Company’s provision of products and services to such person or entity, or (B) was a prospective provider or customer the Company solicited within the 12 months before Participant’s employment termination and with whom Participant had contact for the purposes of soliciting the person or entity to become a provider or customer of the Company, or supervised employees who had those contacts, or about whom Participant learned Confidential Information during employment related to the Company’s provision of products and services to such person or entity;

(ii)    Raid, hire, employ, recruit or solicit any Company employee or consultant who possesses Confidential Information of the Company to leave the Company;

(iii)    Induce or influence any Company employee, consultant, or provider who possesses Confidential Information of the Company to terminate his, her or its employment or other relationship with the Company; or

(iv)    Assist anyone in any of the activities listed above.

(d)    Non-Competition. During Participant’s employment and for one year after the later of (i) the termination of Participant’s employment with the Company for any reason whatsoever or (ii) the last scheduled vesting date under Section 4, Participant shall not, without the Company’s prior written consent, directly or indirectly, for Participant or for any other person or entity, as agent, employee, officer, director, consultant, owner, principal, partner, shareholder, or in any other individual or representative capacity:

(i)    Engage in or participate in any activity that competes, directly or indirectly, with any Company activity, product, or service that Participant engaged in, participated in, or had Confidential Information about during Participant’s last 24 months of employment with the Company; or

(ii)    Assist anyone in any of the activities listed above.

(e)    Geographic Scope.

(i)    Participant’s obligations under subsections 8(c) and (d) of this “Assignments and Restrictive Covenants” section shall apply on a nationwide basis anywhere in the United States.

(ii)    Participant’s obligations under this “Assignments and Restrictive Covenants” section shall also apply in any country outside the United States with respect to which Participant had responsibility for any UnitedHealth Group activity, product, or service in that country.

(f)    Return of Property. Participant agrees that all tangible materials (whether originals or duplicates), including, but not limited to, notebooks, computers, files, reports, proposals, price lists, lists of actual or potential customers or suppliers, talent lists, formulae, prototypes, tools, equipment, models, specifications, technical data, methodologies, research results, test results, financial data, contracts, agreements, correspondence, documents, computer disks, software, computer printouts, information stored electronically, memoranda, and notes, in Participant’s possession, custody, or control which in any way relate to the Company’s business and which are furnished to Participant by or on behalf of the Company or which are prepared, compiled or acquired by Participant while working with or employed by the Company shall be the sole property of the Company. At any time upon the request of the Company, and in any event promptly upon termination of Participant’s employment with the Company, but in any event no later than two (2) business days after such termination, Participant shall deliver all such materials to the Company and shall not retain any originals or copies (including electronically) of such materials.

(g)    No Restriction on Protected Activities. Nothing in this Award certificate prohibits Participant from disclosing information in good faith to any governmental agency, legislative body, or official regarding an alleged violation of law or regulation or otherwise protected under applicable law, including, without limitation, the National Labor Relations Act, the Defend Trade Secrets Act, and any rule or regulation promulgated by the Securities and Exchange Commission, the National Labor Relations Board, the Equal Employment Opportunity Commission, or any other federal, state, or local government agency. Participant acknowledges that, through this Section 8(g), the Company has provided Participant with written notice that, pursuant to the Defend Trade Secrets Act, 8 USC § 1833(b), an employee, consultant, or contractor of an employer may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of

an employer’s trade secrets, so long as such disclosure is made solely: (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; and/or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, Participant understands that, pursuant to 18 USC § 1831 et seq., an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose a trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. The foregoing immunities provided under 18 USC § 1831 et seq. do not apply to any disclosure of Confidential Information or trade secrets of an employer’s clients, customers, or counterparties, or of any other third parties. For purposes of this paragraph solely, “trade secret” has the meaning set forth in 18 USC § 1839.

(h)    Exceptions. Notwithstanding the foregoing, this Section 4 will apply only to the extent permissible under provisions of the ABA Model Rules of Professional Conduct, or any applicable state counterpart regarding restrictions on the right to practice law.

(i)    Acknowledgment of Obligations. By accepting the Award, Participant agrees that the provisions of this Section 8 are reasonable and necessary to protect the legitimate interests of the Company. Participant further acknowledges that Participant’s obligations under this Section 8 are in addition to, and do not limit, any and all obligations concerning the same subject matter arising under any applicable law, including, without limitation, common law and statutory law relating to fiduciary duties and trade secrets. To the extent Participant and the Company agree at any time to enter into separate agreements containing restrictive covenants or assignment of intellectual property with different or inconsistent terms than those contained herein, Participant and the Company acknowledge and agree that such different or inconsistent terms shall not in any way affect or have relevance to the Assignment and Restrictive Covenants contained herein.

9.    Adjustments to RSUs. In the event that any dividend or other distribution (whether in the form of cash, shares of Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company or other similar corporate transaction or event affecting the Common Stock would be reasonably likely to result in the diminution or enlargement of any of the benefits or potential benefits intended to be made available under the Award (including, without limitation, the benefits or potential benefits of provisions relating to the vesting of the RSUs), the Committee shall, in such manner as it shall deem equitable or appropriate in order to prevent such diminution or enlargement of any such benefits or potential benefits, make adjustments to the Award, including adjustments in the number and type of shares of Common Stock Participant would have received upon vesting of the RSUs.

10.    Tax Matters.

(a)    Responsibility for Taxes. Participant acknowledges that, regardless of any action taken by the Company or any Affiliate employing Participant (the “Employer”), the ultimate liability for any or all federal, state, local or foreign income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax related items related to Participant's participation in the Plan and legally applicable to Participant (“Tax-Related Items”) is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company and/or Employer. Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Awards, including, but not limited to, the grant or vesting of the Awards, the delivery of the shares of Common Stock, the subsequent sale of shares of Common Stock acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii) do not commit to structure the terms of the grant or any aspect of the Awards to reduce or eliminate Participant’s liability for Tax-Related Items. Further, if Participant has relocated to a different jurisdiction between the Award Date and the date of any taxable event, Participant acknowledges that the Company and/or the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to the relevant taxable event, Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer (in its sole discretion) to satisfy all tax withholding and payment on account obligations for Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and the Employer, or either of them, in such entity’s sole discretion, to satisfy the obligations with regard to all Tax-Related Items legally payable by Participant (with respect to the Award granted hereunder as well as any equity awards previously received by Participant under any Company stock plan) by one or a combination of the following: (i) requiring Participant to pay Tax-Related Items in cash with a cashier’s check or certified check or by wire transfer of immediately available funds; (ii) withholding cash from Participant’s wages or other compensation payable to Participant by the Company and/or the Employer; (iii) withholding from the proceeds of the sale of shares of Common Stock otherwise issuable to Participant upon vesting of the Awards either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf and at Participant’s direction pursuant to this authorization without further consent); or (iv) withholding in shares of Common Stock otherwise issuable to Participant upon vesting of the Awards.

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Participant is deemed to have been issued the full number of shares of Common Stock subject to the

vested Award, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items.

Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Participant’s participation in the Plan that are not satisfied by any of the means previously described. The Company may refuse to deliver the shares of Common Stock to Participant if Participant fails to comply with Participant’s obligations in connection with the Tax-Related Items as described in this Section.

Further, without limitation to the foregoing, if Participant is subject to tax in the United Kingdom, Participant agrees that Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on Participant’s behalf. Notwithstanding the foregoing, Participant understands and agrees that if Participant is a director or an executive officer of the Company (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), Participant may not be able to indemnify the Company for the amount of any Tax-Related Items not collected from or paid by Participant, if the indemnification could be considered a loan. In this case, the Tax-Related Items not collected or paid may constitute a benefit to Participant on which additional income tax and national insurance contributions (“NICs”) may be payable. Participant understands and agrees that Participant will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of any NICs due on this additional benefit which the Company or the Employer may recover from Participant by any of the means referred to in this Agreement.

(b)    409A. It is intended that this Award and any amounts payable under this Award shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) so as not to subject Participant to payment of any additional tax, penalty, or interest imposed under Section 409A of the Code. The provisions of this Award certificate shall be construed and interpreted to avoid the imputation of any such additional tax, penalty, or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Participant. To the extent that the time or form of payment of any benefit pursuant to this Award would violate the terms of Section 409A, the Committee may revise the time or form of payment to conform to Section 409A. Notwithstanding the foregoing, in no event shall the Company, any Affiliate, the members of the Committee, or any other person have any liability for any additional tax, penalty or interest imposed on Participant by reason of Section 409A or otherwise.

11.    Miscellaneous.

(a)    At-Will Employment. This Award certificate does not confer on Participant any right to continued employment or any other relationship with the Company or any Affiliate, nor will it interfere in any way with the right of the Company to terminate Participant at any time. Participant’s employment with the Company is at will.

(b)    No Trust or Fiduciary Relationship. Neither the Plan nor this Award certificate shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and Participant or any other person. To the extent that any person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured creditor of the Company or any Affiliate.

(c)    Securities Law Requirements. The Company shall not be required to deliver any shares of Common Stock upon the vesting of any RSUs until the requirements of any federal or state securities laws, rules, or regulations or other laws or rules (including the rules of any securities exchange) as may be determined by the Company to be applicable have been and continue to be satisfied (including an effective registration of the shares under federal and state securities laws).

(d)    Original Instrument. An original record of this Award certificate and all the terms hereof, executed by the Company, is held on file by the Company. To the extent there is any conflict between the terms contained in any copy of this Award certificate and the terms contained in the original held by the Company, the terms of the original held by the Company shall control.

(e)    Survival of Restrictive Covenants. The Restrictive Covenants in Section 8 of this Award certificate and the provisions regarding the forfeiture of RSUs and shares of Common Stock shall survive termination of the RSUs and termination of Participant’s relationship with the Company as set forth in Section 8.

(f)    Choice of Law, Injunctive Relief, Attorney’s Fees and Jury Trial. Participant consents to the law of Minnesota exclusively being applied to any matter arising out of or relating to this Award certificate, without regard to its conflict of law principles, and exclusively to personal and subject matter jurisdiction in the state and federal courts of Minnesota for any dispute relating to this Award certificate or Participant’s relationship with the Company. In the event of a breach or a threatened breach of this Award by Participant, Participant acknowledges that the Company will face irreparable injury which may be difficult to calculate in dollar terms and that the Company shall be entitled, in addition to remedies otherwise available at law or in equity, to temporary restraining orders and preliminary injunctions and final injunctions without the posting of a bond enjoining such breach or threatened breach. Should the Company successfully enforce any portion of this Award certificate before a trier of fact or in an arbitration proceeding, the Company shall be entitled to all of its reasonable attorney’s fees and costs incurred as a result of enforcing this Award certificate against Participant.

(g)    No Waiver. No waiver of any breach of any provision of this Award certificate by the Company shall be effective unless it is in writing, and no waiver shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this Award certificate shall be severable, and if any provision of this Award certificate is found by any court or arbitrator to be unenforceable, in whole or in part, the remainder of this Award certificate shall nevertheless be enforceable and binding on the parties. Participant also agrees that a court or arbitrator may modify any invalid, overbroad or unenforceable term of this Award certificate so that such term, as modified, is valid and enforceable under applicable law, and that a court or arbitrator is authorized to extend the length of the Restrictive Covenants in Section 8 of this Award certificate for any period of time in which Participant is in breach of the Restrictive Covenants or as necessary to protect the legitimate business interests of Company. Further, Participant affirmatively states that Participant has not, will not, and cannot rely on any representations not expressly made herein. The terms of this Award certificate shall not be amended by Participant or Company except by the express written consent of the Company and Participant.

(h)    Consideration Period; Right to Consult with Counsel. By the Participant’s acceptance below, the Participant acknowledges and agrees that the Company provided the Participant with at least ten (10) business days to review and consider this Award certificate and that voluntarily accepting this Award certificate before the expiration of ten (10) business days shall serve as a waiver of the ten (10) day review period. The Participant has the right and is advised to consult with counsel of his/ her choice before signing this document.

(i)    Assignability and Change of Position. The rights and/or obligations herein may be assigned by the Company without Participant’s consent and shall bind and inure to the benefit of the Company’s successors, assigns, and representatives. If the Company makes any assignment of the rights and/or obligations herein, Participant agrees that this Award certificate shall remain binding upon Participant in any event.

12.    Data Privacy Notice and Consent.

(a)    Declaration of Consent. By accepting the RSUs via the Company’s acceptance procedure, Participant is declaring that Participant agrees with the data processing practices described herein and consent to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned below, including recipients located in countries which may not have a similar level of protection from the perspective of the data protection laws in Participant's country.

(b)    Data Collection and Usage. The Company and the Employer may collect, process and use certain personal information about Participant, including, but not limited to, Participant's name, home address and telephone number, email address, date of birth, social insurance number, passport or other identification number, salary,

nationality, job title, any shares or directorships held in the Company, details of all RSUs or any other entitlement to shares awarded, canceled, settled, vested, unvested or outstanding in Participant's favor (“Data”), for the purposes of implementing, administering and managing the Plan. The legal basis, where required, for the processing of Data is Participant's consent.

(c)    Plan Administration Service Providers. The Company will transfer Data to Fidelity Stock Plan Services, LLC, which is assisting the Company with the implementation, administration, and management of the Plan. The Company may select different or additional service providers in the future and may share Data with such other provider(s) serving in a similar manner. Participant may be asked to agree on separate terms and data processing practices with Fidelity Stock Plan Services, LLC, with such agreement being a condition to the ability to participate in the Plan.

(d)    International Data Transfers. Participant understands that his or her country of residence may have enacted data privacy laws that are different from the laws governing the Company or its service providers. As a result, in the absence of appropriate safeguards such as standard data protection clauses, the processing of Data in, or the transfer of Data to, the United States or, as the case may be, other countries might not be subject to substantive data processing principles or supervision by data protection authorities. In addition, Participant might not have enforceable rights regarding the processing or transfer of Participant's Data in and/or to such countries. The Company’s legal basis for the transfer of Data is Participant's consent.

(e)    Data Retention. The Company will hold and use the Data only as long as is necessary to implement, administer and manage Participant's participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor, and securities laws.

(f)    Voluntariness and Consequences of Consent Denial or Withdrawal. Participation in the Plan is voluntary, and Participant is providing the consents herein on a purely voluntary basis. Participant understands that Participant may withdraw consent at any time with future effect for any or no reason. If Participant does not consent, or if Participant later seek to revoke consent, Participant's salary from or employment and career with the Employer will not be affected; the only consequence of refusing or withdrawing consent is that the Company would not be able to offer RSUs to Participant or otherwise administer or maintain Participant's participation in the Plan.

(g)    Data Subject Rights. Participant understands that data subject rights vary depending on the applicable law and that, depending on where Participant is based and subject to the conditions set out in the applicable law, Participant may have, without limitation, the rights to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in Participant's jurisdiction, and/or (vii) receive a list with the names and addresses of any

potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, Participant understands that Participant can contact his or her local human resources representative.

By clicking the “Accept” or similar button implemented into the relevant web page or platform, Participant declares, without limitation, Participant's consent to the data processing operations described in this Agreement. Participant understands and acknowledges that Participant may withdraw consent at any time with future effect for any or no reason as described in sub-section (f) above.

13.    Nature of Awards. In accepting the Awards, Participant acknowledges and agrees that:

(a)    the grant of RSUs hereunder, and any future grant of RSUs under the Plan is entirely exceptional, voluntary, and occasional, and at the sole discretion of the Company. Neither this Award of RSUs nor any past or future Award of RSUs by the Company shall be deemed to create any contractual or other obligation to Award any right to receive future grants of RSUs, benefits in lieu of RSUs, even if RSUs have been granted in the past;

(b)    all decisions with respect to future RSUs or other equity award grants, if any, shall be at the sole discretion of the Company;

(c)    the Plan is established voluntarily by the Company, and the Awards granted thereunder is discretionary in nature and it may be modified, amended, suspended, or terminated by the Company at any time, to the extent permitted by the Plan;

(d)    Participant’s participation in the Plan is voluntary;

(e)    the Awards and shares of Common Stock subject to the Awards, and the income from and value of same, are an extraordinary item of compensation outside the scope of Participant’s employment. As such, the RSUs and shares of Common Stock acquired under the Plan, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-term service awards, holiday pay, pension or retirement or welfare benefits or similar mandatory payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;

(f)    the RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;

(g)    the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;

(h)    the value of the shares of Common Stock acquired upon vesting/settlement of the Awards may increase or decrease in value;

(i)    no claim or entitlement to compensation or damages shall arise from the forfeiture of the Award resulting from termination of Participant’s employment or continuous service with the Company or any Affiliate (for any reason whatsoever, and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of his or her employment agreement, if any);

(j)    for purposes of this Award, Participant’s employment will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, Participant’s right to vest in this Award under the Plan or Agreement, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment or service agreement, if any). The Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of his or her Award grant (including whether Participant may still be considered to be providing services while on a leave of absence);

(k)    if Participant is providing services outside the U.S., neither the Company, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the vesting/settlement of the RSUs or the subsequent sale of shares of Common Stock acquired upon vesting/settlement;

(l)    unless otherwise provided in the Plan or by the Company in its discretion, the Awards and the benefits evidenced by this Agreement do not create any entitlement to have the Awards or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Common Stock;

(m)    the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan or Participant’s acquisition or sale of the underlying shares of Common Stock; and

(n)    Participant should consult with Participant’s own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

14.    Insider Trading Restrictions and Market Abuse Laws. Participant acknowledges that, depending on Participant’s or Participant’s broker’s country of residence or where the Company shares of Common Stock are listed, Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect his or her ability to accept, acquire, sell or otherwise dispose of Company shares of Common Stock, rights to the shares of Common Stock (e.g., RSUs) or rights linked to the value of shares of Common Stock (e.g., phantom awards, futures) during such times as Participant is considered to have “inside information” regarding the Company as defined by the laws or regulations in Participant’s country. Local insider trading laws and regulations may prohibit the cancellation or amendment of orders Participant placed before Participant possessed inside information. Furthermore, Participant could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Participant acknowledges that it is Participant’s responsibility to comply with any applicable restrictions, and that Participant should speak to his or her personal advisor on this matter.

15.    Imposition of Other Requirements. The Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Award and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

16.    Electronic Acknowledgment.

An authorized representative of the Company has signed the Agreement below. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through the current on-line system, or any other on-line system or electronic means that the Company may decide, in its sole discretion, to use in the future. Participant acknowledges and agrees that Participant has carefully reviewed this Agreement and the Plan, and these documents set forth the entire understanding between Participant and the Company regarding this Award and supersede all prior or contemporaneous oral and written agreements with respect thereto.

Participant's designation/election via the current plan administrator’s website that Participant has read and accepted the terms of this Agreement and the terms and conditions of the Plan is considered Participant's electronic signature and his or her express consent to this Agreement and the terms and conditions set forth in the Plan.

Offer Date: #GrantDate#

By /s/ David E. Strauss, on behalf of UnitedHealth Group Incorporated

Acceptance Date: #AcceptanceDate#

Signed Electronically/Signed Manually: #Signature#

19

Document

Exhibit 10.6

NONQUALIFIED STOCK OPTION AWARD

Award Date<br><br>(mm/dd/yyyy)<br><br><br><br>#GrantDate#	Option Shares<br><br><br><br>#QuantityGranted#	Exercise Price<br><br><br><br>$#GrantPrice#	Expiration Date<br><br>(mm/dd/yyyy)<br><br><br><br>#ExpirationDate#

THIS CERTIFIES THAT UnitedHealth Group Incorporated, on behalf of itself and its subsidiaries, related and affiliated companies, and all divisions, successors, and assigns of them (collectively, the “Company”) has on the award date specified above (the “Award Date”) granted to

#ParticipantName#

(the “Participant”) the option (the “Option”) to purchase that number of shares of UnitedHealth Group Incorporated Common Stock, $.01 par value per share (the “Common Stock”), indicated above (the “Option Shares”). The Option that this Award represents will expire on the expiration date indicated above (the “Expiration Date”), unless it is terminated prior to that time in accordance with this Award.

The Option Shares represented by this Award shall become exercisable as follows: __% on each of the __________ anniversaries, unless the Option shall have terminated or the vesting shall have accelerated as provided in this Award. Once the Option has become exercisable for all or a portion of the Option Shares, it will remain exercisable for all or such portion of the Option Shares, as the case may be, until the Option expires or is terminated as provided in this Award.

By accepting this Award, the Participant acknowledges that the Participant will not have any of the rights of a shareholder with respect to the Option Shares until the Option has been duly exercised and the exercise price indicated above (the “Exercise Price”), and applicable withholding taxes paid in accordance with this Award. The Participant further acknowledges and agrees that the Company may deliver, by electronic mail, the use of the Internet, including through the website of the agent appointed by the Compensation and Human Resources Committee of the Board of Directors of the Company (the “Committee”) to administer the UnitedHealth Group Incorporated 2020 Stock Incentive Plan (the “Plan”), the Company intranet web pages or otherwise, any information concerning the Company, this Award, the Plan pursuant to which the Company granted this Award, and any information required by the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

This Option is subject to the further terms and conditions set forth below and to the terms of the Plan. A copy of the Plan is available upon request. In the event of any conflict between the terms of the Plan and this Award, the terms of the Plan shall govern. Any terms not defined herein shall have the meaning set forth in the Plan.

* * * * *

1.Nonqualified Option. The Company does not intend that the Option shall be an Incentive Stock Option governed by the provisions of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2.Termination of Option. The Option shall terminate on the Expiration Date. The Option shall terminate prior to the Expiration Date if the Participant ceases to be employed by the Company or any Affiliate, except that:

(a)General. Except as expressly provided in Section 12 or this Section 2, if prior to vesting of the Option as set forth herein, the Participant ceases to be an employee of the Company or any Affiliate for any reason (voluntary or involuntary), then the Participant may, at any time within the period set forth in the applicable provision below, exercise the Option to the extent of the full number of Option Shares which were exercisable and which the Participant was entitled to purchase under the Option on the date of the termination of his or her employment.

(b)Death or Long-Term Disability. If the Participant dies while employed by the Company or any Affiliate, or if the Participant’s employment by the Company or any Affiliate is terminated due to the Participant’s failure to return to work as the result of a long-term disability which renders the Participant incapable of performing his or her duties as determined under the provisions of the long-term disability insurance program of the Company or the Affiliate by which the Participant is employed (“Disability”), then: (i) all unvested Option Shares hereunder shall immediately vest and be exercisable, and (ii) the Participant (or the Participant’s personal representatives, administrators or guardians, as applicable, or any person or persons to whom the Option is transferred by will or the applicable laws of descent and distribution) may, at any time within the shorter of (1) the Expiration Date of the Option, or (2) a period of five years after the Participant’s death or Disability or for such other longer period established at the discretion of the Committee, exercise the Option.

(c)Severance. Subject to Section 12, if Participant’s employment with the Company or any Affiliate terminates at a time when Participant is not eligible for Retirement (as defined below) and, in the circumstances, Participant is entitled to severance or separation pay, the following provisions will apply. If the Participant is entitled to severance under the Company’s severance pay plan as in effect on the date hereof and the Participant is not eligible for Retirement (as defined below) at the time of termination of employment, then the Option shall continue to vest and become exercisable for the period of such severance. If Participant is entitled to severance or separation pay under an employment agreement entered into with the Company or an Affiliate on or prior to the date hereof, then the Option shall continue to vest and become exercisable for the period of such severance or separation pay that Participant is entitled to receive under that agreement as in effect on the date hereof. In either case, should the Participant be paid in a lump sum versus bi-weekly payments, the Option shall continue to vest for the time in which severance or separation pay would have been paid had it been paid bi-weekly. If the Participant is entitled to severance or separation pay under a plan or agreement other than under the Company’s severance pay plan or an employment agreement entered into with the Company or an Affiliate, then vesting of the Option shall continue for three months from the date of termination, regardless of the period for which severance or separation pay is payable. Any portion of the Option that vests after the Participant’s termination of employment pursuant to this Section 2(c) may be exercised during the Exercise Period (as defined below). For avoidance of doubt, any Options that are unvested on the date of termination of Participant’s employment and do not vest under the schedule set forth herein during the applicable severance or separation pay period identified above in this Section 2(c) shall be forfeited. For the purposes of this Section 2(c), “Exercise Period” shall mean the greater of: (i) a period of three months after the date of termination of the Participant’s employment; (ii) a period of three months after vesting ceases as provided in Section 2(c) if Participant receives severance or separation pay; or (iii) such other longer period established at the discretion of the Committee, but in no event later than the Expiration Date determined without regard to this Section 2(c).

(d)Retirement. If the Participant’s employment by the Company or any Affiliate is terminated and at the time of termination the Participant is eligible for Retirement, then (i) the Option shall continue to vest and become exercisable as if such termination of employment had not occurred and (ii) the Participant may, at any time within the shorter of (1) the Expiration Date of the Option, or (2) a period of five years after such termination of employment or for such other longer period established at the discretion of the Committee, exercise the Option to the extent of the full number of Option Shares which are then exercisable.

(e)Anything else contained in this Award certificate notwithstanding, the Option shall in no event be exercisable after the Expiration Date.

(f)For purposes of this Award, “Retirement” means the termination of employment of a Participant who is age 55 or older with at least ten years of Recognized Employment with the Company or any Affiliate other than by reason of (i) death or Disability or (ii) Cause. Notwithstanding the terms of any other agreement heretofore or hereafter entered into between the parties that reference retirement, Participant and the Company acknowledge and agree that for purposes of calculating years of service for retirement eligibility, Participant will receive three

point seven (3.7) years of service credit for each year he remains employed with the Company after February 3, 2021. If, prior to February 3, 2023, Participant is terminated by the Company without Cause or if Participant terminates employment for Good Reason, as defined in Participant’s employment agreement effective February 3, 2021, Participant will be deemed to have met the applicable age and service requirements and will be retirement eligible.

(g)For purposes of this Award, “Recognized Employment” shall include only employment since the Participant’s most recent date of hire by the Company or any Affiliate and shall not include employment with a company acquired by the Company or any Affiliate before the date of such acquisition.

3.Forfeiture of Option and/or Recoupment of Shares. This section sets forth circumstances under which the Participant shall forfeit all or a portion of the Options or be required to repay the Company for the value realized in respect of all or a portion of the Options.

(a)If participant is subject to and found in violation of the Company Recoupment and Cancellation Policy, as in effect from time to time (the “Policy”), the Participant’s outstanding Options, whether vested or unvested, may be forfeited, and the Participant may be required to repay the amount realized upon the exercise of previously vested Options, to the extent and in the manner provided for in the Policy.

(b)Violation of Restrictive Covenants. If the Participant violates any provision of the Restrictive Covenants in Section 4 of this Award certificate, then any (i) unvested Options and (ii) Options that vested within one year prior to the Participant’s termination of employment with the Company or any Affiliate or at any time after such termination of employment and that have not been exercised shall be immediately cancelled and rendered null and void without any payment therefor (the “Forfeited Options”). If any such Forfeited Options have been exercised prior to the Participant’s violation of the Restrictive Covenants, the Participant shall be required to repay or otherwise reimburse the Company, upon demand, an amount in cash or Common Stock having a value equal to the amount described in this Section 3(b) below.

To the extent that such Option Shares have been sold, the amount shall be the aggregate proceeds received from such sale of the net Option Shares acquired after payment of the Exercise Price and any applicable taxes (“Net Option Shares”). To the extent that the Net Option Shares have not been sold at the time Company demand is made, the amount shall be the aggregate Fair Market Value of the Net Option Shares on the date the Forfeited Options were exercised.

To the extent that such Option Shares have been sold, the amount shall be the aggregate proceeds received from such sale of the Net Option Shares. To the extent that the Net Option Shares have not been sold at the time Company demand is made, the amount shall be the aggregate Fair Market Value of the Net Option Shares on the date the Covered Options were exercised.

(c)In General. This section does not constitute the Company’s exclusive remedy for the Participant’s violation of the Restrictive Covenants or commission of fraudulent conduct. As the forfeiture and repayment provisions are not adequate remedies at law, the Company may seek any additional legal or equitable remedy, including injunctive relief, for any such violations, except that, if unvested Option Shares continue to vest under Section 2 following the termination of Participant’s employment with the Company or any Affiliate, then, with respect to the Restrictive Covenants in Sections 4 (c) or (d) below, the maximum period of time to which Company shall be entitled to injunctive relief is a total of two (2) years following the termination of Participant’s employment with the Company or any Affiliate, not counting any time period that Participant is in violation of the Restrictive Covenants in Sections 4(c) or (d) below and during which time the running of the time periods for the restrictions set forth in Sections 4(c) and (d) of this Agreement shall be tolled as permitted by applicable law such that the running of the two (2) year time period shall commence only once Participant is in compliance with the Restrictive Covenants. The provisions in this section are essential economic conditions to the Company’s grant of Options to the Participant. By receiving the grant of Options hereunder, the Participant agrees that the Company may deduct from any amounts it owes the Participant from time to time (such as wages or other compensation, deferred compensation credits, vacation pay, any severance or other payments owed following a termination of employment, as well as any other amounts owed to the Participant by the Company) to the extent of any amounts the Participant owes the Company under this section. The provisions of this section and any amounts repayable by the Participant hereunder are intended to be in addition to any rights to repayment the Company may have under Section 304 of the

Sarbanes-Oxley Act of 2002, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and other applicable law.

4.Assignment and Restrictive Covenants. In consideration of the terms of this Award certificate and the Company’s sharing of Confidential Information with the Participant, which the Participant agrees constitute adequate and sufficient mutually agreed consideration, the Participant agrees to the Restrictive Covenants set forth below in this Section 4.

(a)Assignment of Intellectual Property. Participant agree to assign and hereby assigns to Company all rights, titles and interests Participant may have in or to any invention, innovation, computer program, software, database, discovery, idea, writing, improvement, process, technique or other works (collectively "Intellectual Property") whether or not patentable or registrable under copyright or similar statutes, created or conceived by Participant, either alone or jointly with others, during Participant’s employment that: (i) relates in any manner to the actual or anticipated business, research, or development of Company; (ii) results from work assigned to or performed by Participant for Company; and/or (iii) is conceived of or made with the use of Company systems, equipment, supplies, materials, facilities, computer programs, confidential information and/or trade secret information (collectively “Company Resources”). This assignment does not apply to Intellectual Property that meets all of the following criteria: (i) no Company Resources were used in its creation; (ii) the Intellectual Property was developed entirely on Participants own time; (iii) at the time of conception or reduction to practice the Intellectual Property does not relate to Company’s business, actual or anticipated research or development; and (iv) the Intellectual Property does not result from any work performed by Participant for Company. Participant shall disclose to Company all Intellectual Property developed during Participant's employment so that Company may determine any rights it many have in such Intellectual Property.

(b)Non-Disclosure. Participant has or will be given access to and provided with sensitive, confidential, proprietary and/or trade secret information (collectively, “Confidential Information”) in the course of Participant’s employment. Examples of Confidential Information include inventions, new product or marketing plans, business strategies and plans, merger and acquisition targets, financial and pricing information, computer programs, source codes, models and data bases, analytical models, customer lists and information, and supplier and vendor lists and other information which is not generally available to the public. Participant shall not disclose or use Confidential Information, either during or after Participant’s employment with the Company, except (i) as necessary to perform Participant’s duties, (ii) as the Company may consent in writing, or (iii) as permitted by Section 4(g) below.

(c)Non-Solicitation. During Participant’s employment and for two years after the later of (i) the termination of Participant’s employment with the Company for any reason whatsoever or (ii) the last scheduled vesting date under this Award certificate, Participant shall not, without the Company’s prior written consent, directly or indirectly, for Participant or for any other person or entity, as agent, employee, officer, director, consultant, owner, principal, partner, shareholder, or in any other individual or representative capacity:

(i)Solicit or conduct business with any business competitive with the Company from any person or entity: (A) who was a Company provider or customer within the 12 months before Participant’s employment termination and with whom Participant had contact regarding the Company’s activity, products or services, or for whom Participant provided services or supervised employees who provided those services, or about whom Participant learned Confidential Information during employment related to the Company’s provision of products and services to such person or entity, or (B) was a prospective provider or customer the Company solicited within the 12 months before Participant’s employment termination and with whom Participant had contact for the purposes of soliciting the person or entity to become a provider or customer of the Company, or supervised employees who had those contacts, or about whom Participant learned Confidential Information during employment related to the Company’s provision of products and services to such person or entity;

(ii)Raid, hire, employ, recruit or solicit any Company employee or consultant who possesses Confidential Information of the Company to leave the Company;

(iii)Induce or influence any Company employee, consultant, or provider who possesses Confidential Information of the Company to terminate his, her or its employment or other relationship with the Company; or

(iv)Assist anyone in any of the activities listed above.

(d)Non-Competition. During Participant’s employment and for one year after the later of (i) the termination of Participant’s employment with the Company for any reason whatsoever or (ii) the last scheduled vesting date under this Award certificate, Participant shall not, without the Company’s prior written consent, directly or indirectly, for Participant or for any other person or entity, as agent, employee, officer, director, consultant, owner, principal, partner, shareholder, or in any other individual or representative capacity:

(i)Engage in or participate in any activity that competes, directly or indirectly, with any Company activity, product or service that Participant engaged in, participated in, or had Confidential Information about during Participant’s last 24 months of employment with the Company; or

(ii)Assist anyone in any of the activities listed above.

(e)Geographic Scope.

(i)Participant’s obligations under subsections 4(c) and (d) of this “Assignments and Restrictive Covenants” section shall apply on a nationwide basis anywhere in the United States.

(ii)Participant’s obligations under this “Assignments and Restrictive Covenants” section shall also apply in any country outside the United States with respect to which Participant had responsibility for any UnitedHealth Group activity, product or service in that country.

(f)Return of Property. Participant agrees that all tangible materials (whether originals or duplicates), including, but not limited to, notebooks, computers, files, reports, proposals, price lists, lists of actual or potential customers or suppliers, talent lists, formulae, prototypes, tools, equipment, models, specifications, technical data, methodologies, research results, test results, financial data, contracts, agreements, correspondence, documents, computer disks, software, computer printouts, information stored electronically, memoranda, and notes, in Participant’s possession, custody, or control which in any way relate to the Company’s business and which are furnished to Participant by or on behalf of the Company or which are prepared, compiled or acquired by Participant while working with or employed by the Company shall be the sole property of the Company. At any time upon the request of the Company, and in any event promptly upon termination of Participant’s employment with the Company, but in any event no later than two (2) business days after such termination, Participant shall deliver all such materials to the Company and shall not retain any originals or copies (including electronically) of such materials.

(g)No Restriction on Protected Activities. Nothing in this Award certificate prohibits Participant from disclosing information in good faith to any governmental agency, legislative body, or official regarding an alleged violation of law or regulation or otherwise protected under applicable law, including, without limitation, the National Labor Relations Act, the Defend Trade Secrets Act, and any rule or regulation promulgated by the Securities and Exchange Commission, the National Labor Relations Board, the Equal Employment Opportunity Commission, or any other federal, state, or local government agency. Participant acknowledges that, through this Section 4(g), the Company has provided Participant with written notice that, pursuant to the Defend Trade Secrets Act, 8 USC § 1833(b), an employee, consultant, or contractor of an employer may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of an employer’s trade secrets, so long as such disclosure is made solely: (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; and/or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, Participant understands that, pursuant to 18 USC § 1831 et seq., an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose a trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document

containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. The foregoing immunities provided under 18 USC § 1831 et seq. do not apply to any disclosure of Confidential Information or trade secrets of an employer’s clients, customers, or counterparties, or of any other third parties. For purposes of this paragraph solely, “trade secret” has the meaning set forth in 18 USC § 1839.

(h)Exceptions. Notwithstanding the foregoing, this Section 4 will apply only to the extent permissible under provisions of the ABA Model Rules of Professional Conduct, or any applicable state counterpart regarding restrictions on the right to practice law.

(i)Acknowledgment of Obligations. By accepting the Award, Participant agrees that the provisions of this Section 4 are reasonable and necessary to protect the legitimate interests of the Company. Participant further acknowledges that Participant’s obligations under this Section 4 are in addition to, and do not limit, any and all obligations concerning the same subject matter arising under any applicable law, including, without limitation, common law and statutory law relating to fiduciary duties and trade secrets. To the extent Participant and the Company agree at any time to enter into separate agreements containing restrictive covenants or assignment of intellectual property with different or inconsistent terms than those contained herein, Participant and the Company acknowledge and agree that such different or inconsistent terms shall not in any way affect or have relevance to the Assignment and Restrictive Covenants contained herein.

5.Manner of Exercise.

(a)In General. On the terms set forth herein, the Option may be exercised by the Participant in whole or in part from time to time by delivering notice of exercise (in a form and manner acceptable to the Company) to the Company or the Committee’s designated agent, accompanied by payment of the Exercise Price and any applicable withholding taxes in cash or its equivalent, or by any of the following methods, subject to such limitations and restrictions as the Committee may establish (i) by a cashless exercise program established pursuant to Regulation T of the Federal Reserve Board, (ii) by delivery of shares of Common Stock already owned by the Participant, (iii) by withholding shares of Common Stock from the total number of shares of Common Stock acquired upon exercise under the Option having a fair market value, on the exercise date, equal to the aggregate Exercise Price and any applicable withholding taxes, or (iv) by a combination of any of the preceding methods or such other methods as the Committee may permit.

(b)Automatic Exercise. To the extent the vested and exercisable portion of the Option remains unexercised as of the close of business on the date the Option expires (the Expiration Date or such earlier date that is the last date on which the Option may be exercised pursuant to the terms of this Award certificate), that portion of the Option will be exercised without any action by the Participant in accordance with the terms of this Certificate if the Fair Market Value of a Share on that date is at least $0.01 greater than the Exercise Price and the exercise will result in Participant receiving at least one Share.

(c)Satisfaction of Securities Laws. Notwithstanding anything to the contrary in this Award certificate, the Company shall not be required to issue or deliver any shares of Common Stock upon exercise of any Option until the requirements of any federal or state securities laws, rules or regulations or other laws or rules (including the rules of any securities exchange) as may be determined by the Company to be applicable have been and continue to be satisfied (including an effective registration of the shares under federal and state securities laws).

(d)Responsibility for Taxes. Participant acknowledges that, regardless of any action taken by the Company or any Affiliate employing Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax‑related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) is and remains Participant's responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of shares of Common Stock acquired pursuant to the exercise of the Option and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction between the grant date and the date of any relevant taxable or tax withholding event, as

applicable, Participant acknowledges that the Company and/or the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to the relevant taxable or tax withholding event, as applicable, Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by (i) withholding from Participant's wages or other cash compensation paid to Participant by the Company and/or the Employer, and/or (ii) withholding from proceeds of the sale of shares of Common Stock acquired upon exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant's behalf pursuant to this authorization without further consent). Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Participant’s participation in the Plan that are not satisfied by any of the means previously described. The Company may refuse to deliver the shares of Common Stock to Participant if Participant fails to comply with Participant’s obligations in connection with the Tax-Related Items as described in this Section.

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Participant is deemed to have been issued the full number of shares of Common Stock subject to the exercised Award, notwithstanding that a number of shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items.

Further, without limitation to the foregoing, if Participant is subject to tax in the United Kingdom, Participant agrees that Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on Participant’s behalf. Notwithstanding the foregoing, Participant understands and agrees that if Participant is a director or an executive officer of the Company (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), Participant may not be able to indemnify the Company for the amount of any Tax-Related Items not collected from or paid by Participant, if the indemnification could be considered a loan. In this case, the Tax-Related Items not collected or paid may constitute a benefit to Participant on which additional income tax and national insurance contributions (“NICs”) may be payable. Participant understands and agrees that Participant will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of any NICs due on this additional benefit which the Company or the Employer may recover from Participant by any of the means referred to in this Section 6.

6.No Guarantee of Employment. This Award does not confer on the Participant any right to continued employment or any other relationship with the Company or any Affiliate, nor will it interfere in any way with the right of the Company to terminate Participant at any time. Participant’s employment with the Company is at will.

7.No Transfer. During the Participant’s lifetime, only the Participant can exercise the Option. The Participant may not transfer the Option except by will or the laws of descent and distribution. Notwithstanding the foregoing, the Option may be transferred to an alternate payee pursuant to the terms of a domestic relations order (as such terms are defined by Section 414(p) of the Code), provided that (i) the Participant is an employee at the time the domestic relations order is entered, (ii) the Option was outstanding at the time the domestic relations order is entered, and (iii) the transfer otherwise satisfies all requirements of the Plan and any limitations and requirements established by the Committee. Any attempt to otherwise transfer the Option shall be void.

8.Special Restriction on Transfer for Certain Participants. If the Participant is an officer of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1 issued thereunder, as such status is reasonably determined from time to time by the Board of Directors of the Company (a “Section 16 Officer”), at any time that the Option is exercised in whole or in part and the Company has theretofore

communicated the Participant’s status as a Section 16 Officer to the Participant, the following special transfer restrictions apply to any shares of Common Stock acquired upon the exercise of the Option. One-third (1/3) of the net number of any shares of Common Stock acquired upon the exercise of the Option at a time when the Participant is a Section 16 Officer (including any shares of Common Stock or other securities subject to the Option following any adjustment made pursuant to the Option or Section 7 of the Plan) must be retained, and may not be sold or otherwise transferred, for a period of at least one year following the date the Option is exercised. For purposes of the Option, the “net number of any shares of Common Stock acquired” shall mean the number of shares of Common Stock received with respect to the particular exercise after reduction for any shares of Common Stock withheld by or tendered to the Company, or sold on the market, to cover the Exercise Price of the Option and/or to cover any federal, state, local or other payroll, withholding, income or other applicable tax withholding required in connection with the exercise of the Option. The restrictions of this Section 10 are in addition to, and not in lieu of, the restrictions imposed under other Company policies and applicable laws.

9.Adjustments to Option Shares. In the event that any dividend or other distribution (whether in the form of cash, shares of Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company or other similar corporate transaction or event affecting the Shares would be reasonably likely to result in the diminution or enlargement of any of the benefits or potential benefits intended to be made available under the Option (including, without limitation, the benefits or potential benefits of provisions relating to the term, vesting or exercisability of the Option), the Committee shall, in such manner as it shall deem equitable or appropriate in order to prevent such diminution or enlargement of any such benefits or potential benefits, adjust any or all of (a) the number and type of shares (or other securities or other property) subject to the Option and (b) the exercise price with respect to the Option; provided, however, that the number of shares covered by the Option shall always be a whole number. Without limiting the foregoing, if any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another entity, or the sale of all or substantially all of the Company’s assets to another entity, shall be effected in such a way that holders of the Company’s Common Stock shall be entitled to receive stock, securities, cash or other assets with respect to or in exchange for such shares, the Participant shall have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Award certificate and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the Option, with appropriate adjustments to prevent diminution or enlargement of benefits or potential benefits intended to be made available under the Option, such shares of stock, other securities, cash or other assets as would have been issued or delivered to the Participant if the Participant had exercised the Option and had received such shares of Common Stock prior to such reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such reorganization, consolidation, merger or sale unless prior to the consummation thereof the successor entity (if other than the Company) resulting from such reorganization, consolidation or merger or the entity purchasing such assets shall assume by written instrument the obligation to deliver to the Participant such shares of stock, securities, cash or other assets as, in accordance with the foregoing provisions, the Participant may be entitled to purchase or receive.

10.Certain Terminations on or After Change in Control. Notwithstanding the other vesting provisions set forth herein, but subject to the other terms and conditions set forth herein, the Option shall become fully vested and exercisable if, on or within two years after the effective date of a Change in Control, the Participant ceases to be an employee of the Company or any Affiliate as a result of a termination of employment (i) by the Participant for Good Reason, (ii) by the Company or any Affiliate without Cause, (iii) at a time when Participant is eligible for Retirement, (iv) due to Participant’s Disability, or (v) in the circumstances described in Section 2(c); provided that in the case of a termination for Good Reason, the Option shall vest if the Participant gives written notice of the circumstances constituting Good Reason within two years after the effective date of the Change in Control, if the Company fails to cure the circumstances constituting Good Reason within 60 days of the receipt of such notice and the Participant resigns within 30 days after the end of the cure period, all as provided in Section 10(d). For purposes of this Award certificate:

(a) “Affiliate” shall mean (i) any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, as determined by the Committee.

(b) “Cause” shall mean Participant’s (a) material failure to follow the Company’s reasonable direction or to perform any duties reasonably required on material matters, (b) material violation of, or failure to act upon or

report known or suspected violations of, the Company’s Code of Conduct, as may be amended from time to time, (c) conviction of any felony, (d) commission of any criminal, fraudulent, or dishonest act in connection with Participant’s employment, (e) breach of any of the Restrictive Covenants in Section 4 of this Award certificate or a material breach of any employment agreement between Participant and the Company or any Affiliate, if any, or (f) conduct that is materially detrimental to the Company’s interests. The Company will, within 120 days of discovery of the conduct, give Participant written notice specifying the conduct constituting Cause in reasonable detail and Participant will have 60 days to remedy such conduct, if such conduct is reasonably capable of being remedied. In any instance where the Company may have grounds for Cause, failure by the Company to provide written notice of the grounds for Cause within 120 days of discovery shall be a waiver of its right to assert the subject conduct as a basis for termination for Cause.

(c) “Change in Control” shall mean the sale of all or substantially all of the Company’s assets or any merger, reorganization, or exchange or tender offer which, in each case, will result in a change in the power to elect 50% or more of the members of the Board of Directors of the Company; provided, however, that such a sale, merger or other event must also constitute either (i) a “change in the ownership” of the Company within the meaning of Treasury Regulation 1.409A-3(i)(5)(v), (ii) a “change in the effective control” of the Company within the meaning of Treasury Regulation 1.409A-3(i)(5)(vi)(A)(1) (replacing “30 percent” with “50 percent” as used in such regulation), or (iii) a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Treasury Regulation 1.409A-3(i)(5)(vii).

(d) “Good Reason” shall mean the occurrence of any of the following without Participant’s written consent, in each case, when compared to the arrangements in effect immediately prior to the Change in Control:

(i) any reduction in Participant’s base salary or target bonus expressed as a percentage of the Participant’s base salary, other than a reduction that is pursuant to a general reduction affecting a group of employees;

(ii) a change in the principal location at which the Participant is required to perform his or her duties, if the new location is 50 miles or more further from the Participant’s principal residence than the original location; or

(iii) a material diminution in Participant’s duties, responsibilities or authority; or

(iv) a change in Participant’s reporting relationship.

Participant will, within 120 days of discovery of such circumstances, give the Company written notice specifying the circumstances constituting Good Reason in reasonable detail and, upon receipt of such notice, the Company shall have 60 days to cure the circumstances constituting Good Reason. Failure by Participant to provide written notice of the grounds for Good Reason within 120 days of discovery, or failure by the Participant to resign within 30 days after the end of the Company’s 60-day cure period, shall be a waiver of Participant’s right to assert the subject circumstance as a basis for termination for Good Reason.

(e) Possible Acceleration of Vesting; Payment in Satisfaction of Option. If the Option is terminated pursuant to a Change in Control and is not assumed by a party to the Change in Control (and no such party issues a new award in substitution for the Award, as determined by the Committee), the Committee may provide for immediate vesting of the Option, and the issuance of shares of Common Stock, securities of a party to the Change in Control, or cash, or any combination thereof, in full satisfaction of the Option.

11.Miscellaneous.

(a) No Trust. Neither the Plan nor the Option shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured creditor of the Company or any Affiliate.

(b) Record of Award. An original record of this Award certificate and all the terms hereof, executed by the Company, is held on file by the Company. To the extent there is any conflict between the terms contained in this

Award certificate and the terms contained in the original held by the Company, the terms of the original held by the Company shall control.

(c) Survival. The Restrictive Covenants in Section 4 and the provisions regarding the forfeiture of Options and recoupment of shares of Common Stock shall survive termination of the Option.

(d) Choice of Law, Injunctive Relief, Attorney’s Fees and Jury Trial. Participant consents to the law of Minnesota exclusively being applied to any matter arising out of or relating to this Award certificate, without regard to its conflict of law principles, and exclusively to personal and subject matter jurisdiction in the state and federal courts of Minnesota for any dispute relating to this Award certificate or Participant’s relationship with the Company. In the event of a breach or a threatened breach of this Award by Participant, Participant acknowledges that the Company will face irreparable injury which may be difficult to calculate in dollar terms and that the Company shall be entitled, in addition to remedies otherwise available at law or in equity, to temporary restraining orders and preliminary injunctions and final injunctions without the posting of a bond enjoining such breach or threatened breach. Should the Company successfully enforce any portion of this Award certificate before a trier of fact or in an arbitration proceeding, the Company shall be entitled to all of its reasonable attorney’s fees and costs incurred as a result of enforcing this Award certificate against Participant. Participant waives all rights or entitlement to a jury trial for any matter arising out of or relating to this Award certificate.

(e) Code Section 409A. It is intended that this Award and any amounts payable under this Award shall either be exempt from or comply with Code Section 409A (including the Treasury regulations and other published guidance relating thereto) so as not to subject Participant to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Award certificate shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Participant. To the extent that the time or form of payment of any benefit pursuant to this Award would violate the terms of Section 409A, the Committee may revise the time or form of payment to conform to Section 409A. Notwithstanding the foregoing, in no event shall the Company, any Affiliate, the members of the Committee, or any other person have any liability for any additional tax, penalty or interest imposed on Participant by reason of Section 409A or otherwise.

(f) No Waiver. No waiver of any breach of any provision of this Award certificate by the Company shall be effective unless it is in writing, and no waiver shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this Award certificate shall be severable, and if any provision of this Award certificate is found by any court or arbitrator to be unenforceable, in whole or in part, the remainder of this Award certificate shall nevertheless be enforceable and binding on the parties. Participant also agrees that a court or arbitrator may modify any invalid, overbroad or unenforceable term of this Award certificate so that such term, as modified, is valid and enforceable under applicable law, and that a court or arbitrator is authorized to extend the length of the Restrictive Covenants in Section 4 of this Award certificate for any period of time in which Participant is in breach of the Restrictive Covenants or as necessary to protect the legitimate business interests of Company. Further, Participant affirmatively states that Participant has not, will not, and cannot rely on any representations not expressly made herein. The terms of this Award certificate shall not be amended by Participant or Company except by the express written consent of the Company and Participant.

(g) Consideration Period; Right to Consult with Counsel. By the Participant’s acceptance below, the Participant acknowledges and agrees that the Company provided the Participant with at least ten (10) business days to review and consider this Award certificate and that voluntarily accepting this Award certificate before the expiration of ten (10) business days shall serve as a waiver of the ten (10) day review period. The Participant has the right and is advised to consult with counsel of his/ her choice before signing this document.

(h) Assignability and Change of Position. The rights and/or obligations herein may be assigned by the Company without Participant’s consent and shall bind and inure to the benefit of the Company’s successors, assigns, and representatives. If the Company makes any assignment of the rights and/or obligations herein, Participant agrees that this Award certificate shall remain binding upon Participant in any event.

12.Nature of Awards. By accepting the Award, Participant acknowledges the following:

(a)the Plan is established voluntarily by the Company, and the Option granted thereunder is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

(b)the grant of the Option, hereunder, and any future grant of Options under the Plan is entirely exceptional, voluntary and occasional, and at the sole discretion of the Company. Neither this Award of the Option nor any past or future Award of Options by the Company shall be deemed to create any contractual or other obligation to Award any right to receive future grants of Options, or benefits in lieu of Options, even if Options have been granted in the past;

(c)all decisions with respect to future Option or other award grants, if any, will be at the sole discretion of Company;

(d)Participant’s participation in the Plan is voluntary;

(e)the Option and any shares of Common Stock acquired under the Plan, and the income from and value of the same, are not intended to replace any pension rights or compensation;

(f)the Option and shares of Common Stock acquired under the Plan, and the income from and value of same, are an extraordinary item of compensation outside of the scope of Participant’s employment. As such, the Options and shares of Common Stock acquired under the Plan, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-term service awards, holiday pay, pension or retirement or welfare benefits or similar mandatory payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;

(g)the future value of the underlying Option Shares is unknown and cannot be predicted with certainty;

(h)if the underlying Option Shares do not increase in value, the Option will have no value;

(i)if Participant exercises the Option and acquires Option Shares, the value of those Shares may increase or decrease in value, even below the Exercise Price;

(j)no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the termination of Participant's employment or other service relationship with the Company or any Affiliate (for any reason whatsoever, and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any);

(k)for purposes of this Award, Participant’s employment will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, (i) Participant’s right to vest in the Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment or service agreement, if any); and (ii) the period (if any) during which Participant may exercise the Option after such termination of employment will commence on the date Participant ceases to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where Participant is employed or terms of Participant’s employment or service agreement, if any; the Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of Participant’s Option grant (including whether Participant may still be considered to be providing services while on a leave of absence);

(l)if Participant is providing services outside the U.S., neither the Company, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the

U.S. Dollar that may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the subsequent sale of any shares of Common Stock acquired upon exercise;

(m)unless otherwise provided in the Plan or by the Company in its discretion, the Options and the benefits evidenced by this Agreement do not create any entitlement to have the Options or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Option Shares;

(n)the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan; and

(o)Participant should consult with his or her own personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan.

13.Data Privacy Notice and Consent.

a.Declaration of Consent. By accepting the Award via the Company’s acceptance procedure, Participant is declaring that Participant agrees with the data processing practices described herein and consent to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned below, including recipients located in countries which may not have a similar level of protection from the perspective of the data protection laws in the Participant's country.

b.Data Collection and Usage. The Company and the Employer may collect, process and use certain personal information about Participant, including, but not limited to, Participant's name, home address and telephone number, email address, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all Options or any other entitlement to shares awarded, canceled, settled, vested, unvested or outstanding in Participant's favor (“Data”), for the purposes of implementing, administering and managing the Plan. The legal basis, where required, for the processing of Data is the Participant's consent.

c.Plan Administration Service Providers. The Company will transfer Data to Fidelity Stock Plan Services, LLC, which is assisting the Company with the implementation, administration and management of the Plan. The Company may select different or additional service providers in the future and may share Data with such other provider(s) serving in a similar manner. Participant may be asked to agree on separate terms and data processing practices with Fidelity Stock Plan Services, LLC, with such agreement being a condition to the ability to participate in the Plan.

d.International Data Transfers. Participant understands that his or her country of residence may have enacted data privacy laws that are different from the laws governing the Company or its service providers. As a result, in the absence of appropriate safeguards such as standard data protection clauses, the processing of Data in, or the transfer of Data to, the United States or, as the case may be, other countries might not be subject to substantive data processing principles or supervision by data protection authorities. In addition, Participant might not have enforceable rights regarding the processing or transfer of the Participant's Data in and/or to such countries. The Company’s legal basis for the transfer of Data is the Participant's consent.

e.Data Retention. The Company will hold and use the Data only as long as is necessary to implement, administer and manage the Participant's participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws.

f.Voluntariness and Consequences of Consent Denial or Withdrawal. Participation in the Plan is voluntary, and Participant is providing the consents herein on a purely voluntary basis. Participant understands that the Participant may withdraw consent at any time with future effect for any or no reason. If Participant does not consent, or if Participant later seek to revoke consent, the Participant's salary from or employment and career with the Employer will not be affected; the only consequence of refusing or withdrawing consent is that the Company would not be able to offer Options to the Participant or otherwise administer or maintain the Participant's participation in the Plan.

g.Data Subject Rights. Participant understands that data subject rights vary depending on the applicable law and that, depending on where the Participant is based and subject to the conditions set out in the applicable law, Participant may have, without limitation, the rights to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in the Participant's jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, the Participant understands that Participant can contact his or her local human resources representative.

By clicking the “Accept” or similar button implemented into the relevant web page or platform, Participant declares, without limitation, the Participant's consent to the data processing operations described in this Agreement. Participant understands and acknowledges that Participant may withdraw consent at any time with future effect for any or no reason as described in sub-section (f) above.

14.Imposition of Other Requirements. The Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Option and on any Option Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

15.Insider Trading Restrictions and Market Abuse Laws. Participant acknowledges that, depending on Participant’s or Participant’s broker’s country of residence or where the Company shares of Common Stock are listed, Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect his or her ability to accept, acquire, sell or otherwise dispose of Company shares of Common Stock, rights to Option Shares (e.g., Options) or rights linked to the value of shares of Common Stock (e.g., phantom awards, futures) during such times as Participant is considered to have “inside information” regarding the Company as defined by the laws or regulations in Participant’s country. Local insider trading laws and regulations may prohibit the cancellation or amendment of orders Participant placed before Participant possessed inside information. Furthermore, Participant could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Participant acknowledges that it is Participant’s responsibility to comply with any applicable restrictions, and that Participant should speak to his or her personal advisor on this matter.

16.Electronic Acknowledgment.

An authorized representative of the Company has signed the Agreement below. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through the current on-line system, or any other on-line system or electronic means that the Company may decide, in its sole discretion, to use in the future. Participant acknowledges and agrees that Participant has carefully reviewed this Agreement and the Plan, and these documents set forth the entire understanding between Participant and the Company regarding this Award and supersede all prior or contemporaneous oral and written agreements with respect thereto.

Participant's designation/election via the current plan administrator’s website that Participant has read and accepted the terms of this Agreement and the terms and conditions of the Plan is considered Participant's electronic signature and his or her express consent to this Agreement and the terms and conditions set forth in the Plan.

Offer Date: #GrantDate#

By/s/ David E. Strauss, on behalf of UnitedHealth Group Incorporated

Acceptance Date: #AcceptanceDate#

Signed Electronically/Signed Manually: #Signature#

13

Document

Exhibit 10.7

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD

Award Date<br><br>(mm/dd/yyyy)<br><br><br><br>#GrantDate#	Target Number of Performance-Based Units<br><br>#QuantityGranted#	Performance Period<br>(mm/dd/yyyy)<br><br><br>01/01/2023 - 12/31/2025

THIS CERTIFIES THAT UnitedHealth Group Incorporated, on behalf of itself and its subsidiaries, related and affiliated companies, and all divisions, successors, and assigns of them (collectively, the “Company”) has on the award date specified above (the “Award Date”) granted to

#ParticipantName#

(“Participant”) an award (the “Award”) to be eligible to receive a number of Performance-Based Restricted Stock units (the “PRSUs”), the target number of which is indicated above in the box labeled “Target Number of Performance-Based Units,” each PRSU representing the right to receive one share of UnitedHealth Group Incorporated Common Stock, $.01 par value per share (the “Common Stock”), subject to certain restrictions and on the terms and conditions contained in this Award and the UnitedHealth Group Incorporated 2020 Stock Incentive Plan (the “Plan”).

The Participant acknowledges and agrees that the Company may deliver, by electronic mail, the use of the Internet, including through the website of the agent appointed by the Compensation and Human Resources Committee of the Board of Directors of the Company (the “Committee”) to administer the Plan, the Company intranet web pages or otherwise, any information concerning the Company; the Award, the Plan, pursuant to which the Company granted the Award, and any information required by the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

A copy of the Plan is available upon request. In the event of any conflict between the terms of the Plan and this Award, the terms of the Plan shall govern. Any terms not defined herein shall have the meaning set forth in the Plan.

* * * * *

1.     Rights of the Participant with Respect to the PRSUs.
   

(a) No Shareholder Rights. The PRSUs granted pursuant to this Award do not and shall not entitle Participant to any rights of a shareholder of Common Stock. The rights of Participant with respect to the PRSUs shall remain forfeitable at all times prior to the date on which such rights become vested, and the restrictions with respect to the PRSUs lapse, in accordance with Section 2, 3 or 4.

(b) Conversion of PRSUs; Issuance of Common Stock. No shares of Common Stock shall be issued to Participant prior to the date on which the PRSUs vest, and the restrictions with respect to the PRSUs lapse, in accordance with Section 2, 3 or 4. Neither this Section 1(b) nor any action taken pursuant to or in accordance with this Section 1(b) shall be construed to create a trust of any kind. After any PRSUs vest pursuant to Section 2, 3 or 4, the Company shall promptly cause to be issued shares of Common Stock to Participant or in the name of Participant’s legal representatives, beneficiaries or heirs, as the case may be, in payment of such vested whole PRSUs, such shares of Common Stock shall be issued promptly, and in any event, no later than March 15th of the

year following the year in which the vesting event occurs (which payment schedule is intended to comply with the “short-term deferral” exemption from the application of Section 409A of the Code).

2.     Vesting.  Subject to the terms and conditions of this Award, including without limitation the terms set forth in Attachment 1, the PRSUs shall vest and the restrictions with respect to the PRSUs shall lapse \(i\) if Participant has remained continuously employed with the Company or any Affiliate from the Award Date through and including the end of the Performance Period, and \(ii\) if and to the extent the Performance Vesting Criteria described in Attachment 1 have been achieved during the Performance Period.  Regardless of whether Participant meets the continuous employment or service criterion described in subpart \(i\) of this Section 2, if and to the extent the Performance Vesting Criteria have not been achieved by the end of the Performance Period, the Participant’s rights to the PRSUs shall be immediately and irrevocably forfeited on that date.  The Committee will determine in its sole discretion the extent, if any, to which the Performance Vesting Criteria have been met, and it will retain sole discretion to reduce the number of PRSUs that would otherwise vest as a result of the performance measured against the Performance Vesting Criteria.  Any vesting that may occur pursuant to this Section 2 will be effective on the date on which the Committee has certified the extent to which the Performance Vesting Criteria in subpart \(ii\) of this Section 2 were satisfied.
   

3.     Certain Terminations on or After Change in Control. Notwithstanding the other vesting provisions contained in Section 2, but subject to the other terms and conditions set forth herein, the PRSUs described in this Award will become immediately and unconditionally vested, and the restrictions with respect thereto shall lapse if, on or within two years after the effective date of a Change in Control, the Participant ceases to be an employee of the
   

Company or any Affiliate as a result of a termination of employment (i) by the Participant for Good Reason, (ii) by the Company or any Affiliate without Cause, (iii) at a time when Participant is eligible for Retirement, (iv) due to Participant’s Disability, or (v) in the circumstances described in Section 4(c); provided that in the case of a termination for Good Reason, the PRSUs shall vest if the Participant gives written notice of the circumstances constituting Good Reason within two years after the effective date of the Change in Control, if the Company fails to cure the circumstances constituting Good Reason within 60 days of the receipt of such notice and the Participant resigns within 30 days after the end of the cure period, all as provided in Section 3(d). Upon a Change in Control, the Committee will determine: (i) the extent, if any, to which the Performance Vesting Criteria have been met, and (ii) the number of the PRSUs that will vest and convert into shares of Common Stock in the event of Participant’s termination of employment in accordance with this Section 3. For purposes of this Award certificate:

(a) “Affiliate” shall mean (i) any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, as determined by the Committee.

(b) “Cause” shall mean Participant’s (a) material failure to follow the Company’s reasonable direction or to perform any duties reasonably required on material matters, (b) material violation of, or failure to act upon or report known or suspected violations of, the Company’s Code of Conduct, as may be amended from time to time, (c) conviction of any felony, (d) commission of any criminal, fraudulent, or dishonest act in connection with Participant’s employment, (e) breach of any of the Restrictive Covenants in Section 8 of this Award certificate or a material breach of any employment agreement between Participant and the Company or any Affiliate, if any, or (f) conduct that is materially detrimental to the Company’s interests. The Company will, within 120 days of discovery of the conduct, give Participant written notice specifying the conduct constituting Cause in reasonable detail and Participant will have 60 days to remedy such conduct, if such conduct is reasonably capable of being remedied. In any instance where the Company may have grounds for Cause, failure by the Company to provide written notice of the grounds for Cause within 120 days of discovery shall be a waiver of its right to assert the subject conduct as a basis for termination for Cause.

(c) “Change in Control” shall mean the sale of all or substantially all of the Company’s assets or any merger, reorganization, or exchange or tender offer which, in each case, will result in a change in the power to elect 50% or more of the members of the Board of Directors of the Company; provided, however, that such a sale, merger or other event must also constitute either (i) a “change in the ownership” of the Company within the meaning of Treasury Regulation 1.409A-3(i)(5)(v), (ii) a “change in the effective control” of the Company within the meaning of Treasury Regulation 1.409A-3(i)(5)(vi)(A)(1) (replacing “30 percent” with “50 percent” as used in such regulation), or (iii) a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Treasury Regulation 1.409A-3(i)(5)(vii).

(d) “Good Reason” shall mean the occurrence of any of the following without Participant’s written consent, in each case, when compared to the arrangements in effect immediately prior to the Change in Control:

(i) any reduction in Participant’s base salary or target bonus expressed as a percentage of the Participant’s base salary, other than a reduction that is pursuant to a general reduction affecting a group of employees;

(ii) a change in the principal location at which the Participant is required to perform his or her duties, if the new location is 50 miles or more further from the Participant’s principal residence than the original location; or

(iii) a material diminution in Participant’s duties, responsibilities or authority; or

(iv) a change in Participant’s reporting relationship.

Participant will, within 120 days of discovery of such circumstances, give the Company written notice specifying the circumstances constituting Good Reason in reasonable detail and, upon receipt of such notice, the Company shall have 60 days to cure the circumstances constituting Good Reason. Failure by Participant to provide written notice of the grounds for Good Reason within 120 days of discovery, or failure by the Participant to resign within 30 days after the end of the Company’s 60 day cure period, shall be a waiver of Participant’s right to assert the subject circumstance as a basis for termination for Good Reason.

.

(e) “Separation from Service” shall mean when Participant dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.

(f) Possible Acceleration of Vesting and Payment. If the Award is terminated pursuant to a Change in Control and is not assumed by a party to the Change in Control (and no such party issues a new award in substitution for the Award, as determined by the Committee), the Committee may provide for immediate vesting of the Award, and the issuance of shares of Common Stock, securities of a party to the Change in Control, or cash, or any combination thereof, in full satisfaction of the Award. Notwithstanding anything in the Plan or any other agreement to the contrary, there is no discretion to change the time of payment of the PRSUs (in connection with a Change in Control, similar event, or otherwise) except as expressly provided in this Section 3 or as otherwise permitted under, and would not result in any tax, penalty or interest under, Section 409A of the Code.

(g) Section 409A - Possible Six-Month Delay in Payment. Notwithstanding any provision of this Award certificate to the contrary, if payment of the PRSUs is triggered by Participant’s Separation from Service as provided in this Section 3 or Section 4 and, as of the date of such Separation from Service, Participant is a “specified employee” (within the meaning of Section 409A of the Code and determined pursuant to procedures adopted by the Company), Participant shall not be entitled to such payment of the PRSUs until the earlier of (i) the date which is six (6) months after Participant’s Separation from Service for any reason other than death, or (ii) the date of Participant’s death. Any amounts otherwise payable to Participant upon or in the six (6) month period following Participant’s Separation from Service that are not so paid by reason of this Section 3(g) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after Participant’s Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of Participant’s death). The provisions of this Section 3(g) shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty, or interest pursuant to Section 409A of the Code.

4.     Termination of Employment.
   

(a) Termination of Employment Generally. Subject to the provisions of this Section 4, if, prior to vesting of the PRSUs pursuant to Section 2 or 3, Participant ceases to be an employee of the Company or any Affiliate, for any reason (voluntary or involuntary), then Participant’s rights to all of the unvested PRSUs shall be immediately and irrevocably forfeited on the date of termination.

(b) Death or Long-Term Disability. If Participant dies while employed by the Company or any Affiliate, or if Participant’s employment by the Company or any Affiliate is terminated due to Participant’s failure to return to work as the result of a long-term disability which renders Participant incapable of performing his or her duties as determined under the provisions of the long-term disability insurance program of the Company or the Affiliate by which the Participant is employed (“Disability”), then following the end of the Performance Period, if and to the extent the Committee, in accordance with Section 2 above, determines that the Performance Vesting Criteria has been met, such that some number of PRSUs will vest and the restrictions with respect thereto will lapse, Participant will vest in the number of PRSUs that would have vested had Participant been employed through the end of the Performance Period, and the restrictions with respect thereto will lapse.

(c) Severance. If Participant’s employment ends at a time when the Participant is not eligible for Retirement (as defined below) and in connection with that separation from employment the Company or an Affiliate pays the Participant severance benefits pursuant to an employment agreement with Participant that is in effect on the date of this Award or pursuant to any Company severance policy, plan or program in effect on the date of this Award, then following the end of the Performance Period, if and to the extent the Committee, in accordance with Section 2 above, determines that the Performance Vesting Criteria has been met, such that some number of PRSUs will vest and the restrictions with respect thereto will lapse, Participant will vest in a pro rata number of PRSUs, and the restrictions with respect thereto will lapse. Such pro rationing shall be based on the number of full months of the Performance Period that Participant was employed prior to the date of termination plus the number of full months during which the Participant is entitled to receive severance or separation pay either the Company’s severance plan as in effect on the date hereof, or under an employment agreement between Participant and the Company or an Affiliate that is in effect on the date of this Award (provided that in no event shall such sum exceed the number of months in the Performance Period). In either case, should Participant’s severance or separation pay be paid in a lump sum versus bi-weekly payments, the number of full months taken into account shall be based on the period of time over which severance or separation pay would have been paid had it been paid bi-weekly. If Participant is entitled to severance or separation pay under a plan or agreement other than under the Company’s severance pay plan or an employment agreement entered into with the Company or an Affiliate, such pro rationing shall be based on the number of full months of the Performance Period that Participant was employed prior to the date of termination plus an additional three months, but not more than the number of months in the Performance Period.

(d) Retirement. If the Participant’s employment ends and at the time of separation from employment the Participant is eligible for Retirement (the “Retirement Date”), and at least one year of the Performance Period of this Award is completed at or prior to the Retirement Date, then following the end of the Performance Period, if and to the extent the Committee, in accordance with Section 2 above, determines that the Performance Vesting Criteria has been met, such that some number of PRSUs will vest and the restrictions with respect thereto will lapse, Participant will vest in the full number of PRSUs and the restrictions with respect thereto will lapse as if the Participant had been continuously employed throughout the entire Performance Period.

(e) For purposes of this Award certificate, “Retirement” means the termination of employment of a Participant who is age 55 or older with at least ten years of Recognized Employment with the Company or any Affiliate other than by reason of (i) death or Disability or (ii) Cause. Notwithstanding the terms of any other agreement heretofore or hereafter entered into between the parties that reference retirement, Participant and the Company acknowledge and agree that for purposes of calculating years of service for retirement eligibility, Participant will receive three point seven (3.7) years of service credit for each year he remains employed with the Company after February 3, 2021. If, prior to February 3, 2023, Participant is terminated by the Company without Cause or if Participant terminates employment for Good Reason, as defined in Participant’s employment agreement effective February 3, 2021, Participant will be deemed to have met the applicable age and service requirements and will be retirement eligible.

(f) For purposes of this Award certificate, “Recognized Employment” shall include only employment since the Participant’s most recent date of hire by the Company or any Affiliate, and shall not include employment with a company acquired by UnitedHealth Group or any Affiliate before the date of such acquisition.

5.     Restriction on Transfer.  Participant may not transfer the PRSUs except by will or by the laws of descent and distribution.  Notwithstanding the foregoing, the Award may be transferred to an alternate payee pursuant to the terms of a domestic relations order \(as such terms are defined by Section 414\(p\) of the Code\), provided that \(i\) the Participant is an employee at the time the domestic relations order is entered, \(ii\) the Award was outstanding at the
   

time the domestic relations order is entered, and (iii) the transfer otherwise satisfies all requirements of the Plan and any limitations and requirements established by the Committee. Any attempt to otherwise transfer the PRSUs shall be void.

6.     Special Restriction on Transfer for Certain Participants. If Participant is an officer of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1 issued thereunder, as such status is reasonably determined from time to time by the Board of Directors of the Company \(a “Section 16 Officer”\), at any time that shares of Common Stock are issued upon vesting of the PRSUs and the Company has theretofore communicated Participant’s status as a Section 16 Officer to Participant, the following special transfer restrictions apply to Participant’s Award. One-third \(1/3\) of the net number of any shares of Common Stock acquired by Participant upon vesting of the PRSUs at a time when Participant is a Section 16 Officer \(including any shares of Common Stock or other securities into which such shares may be converted or exchanged as a result of any adjustment made pursuant to this Award or Section 7 of the Plan\) must be retained, and may not be sold or otherwise transferred, for a period of at least one year following the issuance date. For purposes of this Award certificate, the “net number of any shares of Common Stock acquired” shall mean the number of shares issued with respect to the Award after reduction for any shares of Common Stock withheld by or tendered to the Company, or sold on the market, to cover any federal, state, local or other payroll, withholding, income or other applicable tax withholding required in connection with the issuance of the shares. The restrictions of this Section 6 are in addition to, and not in lieu of, the restrictions imposed under other Company policies and applicable laws.
   

7.    Forfeiture of PRSUs and Shares of Common Stock. This Section 7 sets forth circumstances under which Participant shall forfeit all or a portion of the PRSUs, or be required to repay the Company for the value realized in respect of all or a portion of the PRSUs.
   

(a) If a participant is subject to and found in violation of the Company Recoupment and Cancellation Policy, as in effect from time to time (the “Policy”), the Participant’s outstanding RSUs, whether or not vested, may be forfeited, and the Participant may be required to repay the amount realized upon the settlement of previously settled RSUs, to the extent and in the manner provided in the Policy.

(b) Violation of Restrictive Covenants. If Participant violates any provision of the Restrictive Covenants set forth in Section 8 below, then any unvested PRSUs shall be immediately and irrevocably forfeited without any payment therefor. In addition, for any PRSUs that vested within one year prior to Participant’s termination of employment with the Company or any Affiliate or at any time after such termination of employment, the Participant shall be required, upon demand, to repay or otherwise reimburse the Company (including by forfeiting any deferred compensation credits in respect of such PRSUs under the Company’s non-qualified compensation deferral plans) an amount having a value equal to the aggregate Fair Market Value of the shares of Common Stock underlying such PRSUs on the date the PRSUs became vested.

(c) In General. This Section 7 does not constitute the Company’s exclusive remedy for Participant’s violation of the Restrictive Covenants or commission of fraudulent conduct. As the forfeiture and repayment provisions are not adequate remedies at law, the Company may seek any additional legal or equitable remedy, including injunctive relief, for any such violations, except that, if unvested PRSUs continue to vest under Section 4 following the termination of Participant’s employment with the Company or any Affiliate, then, with respect to the Restrictive Covenants in Sections 8 (c) or (d) below, the maximum period of time to which Company shall be entitled to injunctive relief is a total of two (2) years following the termination of Participant’s employment with the Company or any Affiliate, not counting any time period that Participant is in violation of the Restrictive Covenants in Sections 8(c) or (d) below and during which time the running of the time periods for the restrictions set forth in Sections 8(c) and (d) of this Agreement shall be tolled as permitted by applicable law such that the running of the two (2) year time period shall commence only once Participant is in compliance with the Restrictive Covenants. The provisions in this Section 7 are essential economic conditions to the Company’s grant of PRSUs to Participant. By receiving the grant of PRSUs hereunder, Participant agrees that the Company may deduct from any amounts it owes Participant from time to time (such as wages or other compensation, deferred compensation credits, vacation pay, any severance or other payments owed following a termination of employment, as well as any other amounts owed to the Participant by the Company) to the extent of any amounts Participant owes the Company under this section. The provisions of this Section 7 and any amounts repayable by Participant hereunder are intended to be

in addition to any rights to repayment the Company may have under Section 304 of the Sarbanes-Oxley Act of 2002, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and other applicable law.

8.     Assignment and Restrictive Covenants.  In consideration of the terms of this Award certificate and the Company’s sharing of Confidential Information with the Participant, which the Participant agrees constitute adequate and sufficient mutually-agreed consideration, the Participant agrees to the Assignment and Restrictive Covenants set forth below in this Section 8.
   

(a)Assignment of Intellectual Property. Participant agree to assign and hereby assigns to Company all rights, titles and interests Participant may have in or to any invention, innovation, computer program, software, database, discovery, idea, writing, improvement, process, technique or other works (collectively “Intellectual Property”) whether or not patentable or registrable under copyright or similar statutes, created or conceived by Participant, either alone or jointly with others, during Participant’s employment that: (i) relates in any manner to the actual or anticipated business, research, or development of Company; (ii) results from work assigned to or performed by Participant for Company; and/or (iii) is conceived of or made with the use of Company systems, equipment, supplies, materials, facilities, computer programs, confidential information and/or trade secret information (collectively “Company Resources”). This assignment does not apply to Intellectual Property that meets all of the following criteria: (i) no Company Resources were used in its creation; (ii) the Intellectual Property was developed entirely on Participants own time; (iii) at the time of conception or reduction to practice the Intellectual Property does not relate to Company’s business, actual or anticipated research or development; and (iv) the Intellectual Property does not result from any work performed by Participant for Company. Participant shall disclose to Company all Intellectual Property developed during Participant's employment so that Company may determine any rights it many have in such Intellectual Property.

(b)Non-Disclosure. Participant has or will be given access to and provided with sensitive, confidential, proprietary and/or trade secret information (collectively, “Confidential Information”) in the course of Participant’s employment. Examples of Confidential Information include inventions, new product or marketing plans, business strategies and plans, merger and acquisition targets, financial and pricing information, computer programs, source codes, models and data bases, analytical models, customer lists and information, and supplier and vendor lists and other information which is not generally available to the public. Participant shall not disclose or use Confidential Information, either during or after Participant’s employment with the Company, except (i) as necessary to perform Participant’s duties, (ii) as the Company may consent in writing, or (iii) as permitted by Section 8(g) below.

(c)Non-Solicitation. During Participant’s employment and for two years after the later of (i) the termination of Participant’s employment with the Company for any reason whatsoever or (ii) the last scheduled vesting date under Section 4, Participant shall not, without the Company’s prior written consent, directly or indirectly, for Participant or for any other person or entity, as agent, employee, officer, director, consultant, owner, principal, partner, shareholder, or in any other individual or representative capacity:

(i)Solicit or conduct business with any business competitive with the Company from any person or entity: (A) who was a Company provider or customer within the 12 months before Participant’s employment termination and with whom Participant had contact regarding the Company’s activity, products or services, or for whom Participant provided services or supervised employees who provided those services, or about whom Participant learned Confidential Information during employment related to the Company’s provision of products and services to such person or entity, or (B) was a prospective provider or customer the Company solicited within the 12 months before Participant’s employment termination and with whom Participant had contact for the purposes of soliciting the person or entity to become a provider or customer of the Company, or supervised employees who had those contacts, or about whom Participant learned Confidential Information during employment related to the Company’s provision of products and services to such person or entity;

(ii)Raid, hire, employ, recruit or solicit any Company employee or consultant who possesses Confidential Information of the Company to leave the Company;

(iii)Induce or influence any Company employee, consultant, or provider who possesses Confidential Information of the Company to terminate his, her or its employment or other relationship with the Company; or

(iv)Assist anyone in any of the activities listed above.

(d)Non-Competition. During Participant’s employment and for one year after the later of (i) the termination of Participant’s employment with the Company for any reason whatsoever or (ii) the last scheduled vesting date under Section 4, Participant shall not, without the Company’s prior written consent, directly or indirectly, for Participant or for any other person or entity, as agent, employee, officer, director, consultant, owner, principal, partner, shareholder, or in any other individual or representative capacity:

(i)Engage in or participate in any activity that competes, directly or indirectly, with any Company activity, product or service that Participant engaged in, participated in, or had Confidential Information about during Participant’s last 24 months of employment with the Company; or

(ii)Assist anyone in any of the activities listed above.

(e)Geographic Scope.

(i)Participant’s obligations under subsections 8(c) and (d) of this “Assignment and Restrictive Covenants” section shall apply on a nationwide basis anywhere in the United States.

(ii)Participant’s obligations under this “Assignment and Restrictive Covenants” section shall also apply in any country outside the United States with respect to which Participant had responsibility for any UnitedHealth Group activity, product or service in that country.

(f)Return of Property. Participant agrees that all tangible materials (whether originals or duplicates), including, but not limited to, notebooks, computers, files, reports, proposals, price lists, lists of actual or potential customers or suppliers, talent lists, formulae, prototypes, tools, equipment, models, specifications, technical data, methodologies, research results, test results, financial data, contracts, agreements, correspondence, documents, computer disks, software, computer printouts, information stored electronically, memoranda, and notes, in Participant’s possession, custody, or control which in any way relate to the Company’s business and which are furnished to Participant by or on behalf of the Company or which are prepared, compiled or acquired by Participant while working with or employed by the Company shall be the sole property of the Company. At any time upon the request of the Company, and in any event promptly upon termination of Participant’s employment with the Company, but in any event no later than two (2) business days after such termination, Participant shall deliver all such materials to the Company and shall not retain any originals or copies (including electronically) of such materials.

(g)No Restriction on Protected Activities. Nothing in this Award certificate prohibits Participant from disclosing information in good faith to any governmental agency, legislative body, or official regarding an alleged violation of law or regulation or otherwise protected under applicable law, including, without limitation, the National Labor Relations Act, the Defend Trade Secrets Act, and any rule or regulation promulgated by the Securities and Exchange Commission, the National Labor Relations Board, the Equal Employment Opportunity Commission, or any other federal, state, or local government agency. Participant acknowledges that, through this Section 8(g), the Company has provided Participant with written notice that, pursuant to the Defend Trade Secrets Act, 8 USC § 1833(b), an employee, consultant, or contractor of an employer may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of an employer’s trade secrets, so long as such disclosure is made solely: (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; and/or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, Participant understands that, pursuant to 18 USC § 1831 et seq., an individual who files a

lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose a trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. The foregoing immunities provided under 18 USC § 1831 et seq. do not apply to any disclosure of Confidential Information or trade secrets of an employer’s clients, customers, or counterparties, or of any other third parties. For purposes of this paragraph solely, “trade secret” has the meaning set forth in 18 USC § 1839.

(h)Exceptions. Notwithstanding the foregoing, this Section 8 will apply only to the extent permissible under provisions of the ABA Model Rules of Professional Conduct, or any applicable state counterpart regarding restrictions on the right to practice law. If Participant is a resident of Colorado, this Section 8 shall be interpreted to apply to the full extent permitted by Colo. Rev. Stat. § 8-2-113 and shall not be interpreted to apply in any manner that would constitute a violation of Colorado law.

(i)Acknowledgment of Obligations. By accepting the Award, Participant agrees that the provisions of this Section 8 are reasonable and necessary to protect the legitimate interests of the Company. Participant further acknowledges that Participant’s obligations under this Section 8 are in addition to, and do not limit, any and all obligations concerning the same subject matter arising under any applicable law, including, without limitation, common law and statutory law relating to fiduciary duties and trade secrets. To the extent Participant and the Company agree at any time to enter into separate agreements containing restrictive covenants or assignment of intellectual property with different or inconsistent terms than those contained herein, Participant and the Company acknowledge and agree that such different or inconsistent terms shall not in any way affect or have relevance to the Assignment and Restrictive Covenants contained herein.

9.     Adjustments to PRSUs.  In the event that any dividend or other distribution \(whether in the form of cash,  shares of Common Stock, other securities or other property\), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Stock or other securities of the Company or other similar corporate transaction or event affecting the Common Stock would be reasonably likely to result in the diminution or enlargement of any of the benefits or potential benefits intended to be made available under the Award \(including, without limitation, the benefits or potential benefits of provisions relating to the vesting of the PRSUs\), the Committee shall, in such manner as it shall deem equitable or appropriate in order to prevent such diminution or enlargement of any such benefits or potential benefits, make adjustments to the Award, including adjustments in the number and type of shares of Common Stock Participant would have received upon vesting of the PRSUs.
   

10.   Tax Matters.
    

(a)Responsibility for Taxes. Participant acknowledges that, regardless of any action taken by the Company or any Affiliate employing Participant (the “Employer”), the ultimate liability for any or all federal, state, local or foreign income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax related items related to Participant's participation in the Plan and legally applicable to Participant (“Tax-Related Items”) is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company and/or Employer. Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Awards, including, but not limited to, the grant or vesting of the Awards, the delivery of the shares of Common Stock, the subsequent sale of shares of Common Stock acquired at vesting and the receipt of any dividends or dividend equivalents; and (ii) do not commit to structure the terms of the grant or any aspect of the Awards to reduce or eliminate Participant’s liability for Tax-Related Items. Further, if Participant has relocated to a different jurisdiction between the Award Date and the date of any taxable event, Participant acknowledges that the Company and/or the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to the relevant taxable event, Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer (in its sole discretion) to satisfy all tax withholding and

payment on account obligations for Tax-Related Items of the Company and/or the Employer. In this regard, Participant authorizes the Company and the Employer, or either of them, in such entity’s sole discretion, to satisfy the obligations with regard to all Tax-Related Items legally payable by Participant (with respect to the Award granted hereunder as well as any equity awards previously received by Participant under any Company stock plan) by one or a combination of the following: (i) requiring Participant to pay Tax-Related Items in cash with a cashier’s check or certified check or by wire transfer of immediately available funds; (ii) withholding cash from Participant’s wages or other compensation payable to Participant by the Company and/or the Employer; (iii) withholding from the proceeds of the sale of shares of Common Stock otherwise issuable to Participant upon vesting of the Awards either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf and at Participant’s direction pursuant to this authorization without further consent); or (iv) withholding in shares of Common Stock otherwise issuable to Participant upon vesting of the Awards.

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, Participant is deemed to have been issued the full number of shares of Common Stock subject to the vested Award, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items.

Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of Participant’s participation in the Plan that are not satisfied by any of the means previously described. The Company may refuse to deliver the shares of Common Stock to Participant if Participant fails to comply with Participant’s obligations in connection with the Tax-Related Items as described in this Section.

Further, without limitation to the foregoing, if Participant is subject to tax in the United Kingdom, Participant agrees that Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on Participant’s behalf. Notwithstanding the foregoing, Participant understands and agrees that if Participant is a director or an executive officer of the Company (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), Participant may not be able to indemnify the Company for the amount of any Tax-Related Items not collected from or paid by Participant, if the indemnification could be considered a loan. In this case, the Tax-Related Items not collected or paid may constitute a benefit to Participant on which additional income tax and national insurance contributions (“NICs”) may be payable. Participant understands and agrees that Participant will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of any NICs due on this additional benefit which the Company or the Employer may recover from Participant by any of the means referred to in this Agreement.

(b) 409A. It is intended that this Award and any amounts payable under this Award shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) so as not to subject Participant to payment of any additional tax, penalty, or interest imposed under Section 409A of the Code. The provisions of this Award certificate shall be construed and interpreted to avoid the imputation of any such additional tax, penalty, or interest under Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Participant. To the extent that the time or form of payment of any benefit pursuant to this Award would violate the terms of Section 409A, the Committee may revise the time or form of payment to conform to Section 409A. Notwithstanding the foregoing, in no event shall the Company, any Affiliate,

the members of the Committee, or any other person have any liability for any additional tax, penalty or interest imposed on Participant by reason of Section 409A or otherwise.

11.   Miscellaneous.
    

(a) At-Will Employment. This Award does not confer on Participant any right to continued employment or any other relationship with the Company or any Affiliate, nor will it interfere in any way with the right of the Company to terminate Participant at any time. Participant’s employment with the Company is at will.

(b) No Trust or Fiduciary Relationship. Neither the Plan nor this Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured creditor of the Company or any Affiliate.

(c) Securities Law Requirements. The Company shall not be required to deliver any shares of Common Stock upon the vesting of any PRSUs until the requirements of any federal or state securities laws, rules or regulations or other laws or rules (including the rules of any securities exchange) as may be determined by the Company to be applicable have been and continue to be satisfied (including an effective registration of the shares under federal and state securities laws).

(d) Original Instrument. An original record of this Award and all the terms hereof, executed by the Company, is held on file by the Company. To the extent there is any conflict between the terms contained in this Award and the terms contained in the original held by the Company, the terms of the original held by the Company shall control.

(e) Survival of Restrictive Covenants. The Restrictive Covenants in Section 8 and the provisions regarding the forfeiture of PRSUs and shares of Common Stock shall survive termination of the PRSUs.

(f) Choice of Law, Injunctive Relief, Attorney’s Fees and Jury Trial. Participant consents to the law of Minnesota exclusively being applied to any matter arising out of or relating to this Award certificate, without regard to its conflict of law principles, and exclusively to personal and subject matter jurisdiction in the state and federal courts of Minnesota for any dispute relating to this Award certificate or Participant’s relationship with the Company. In the event of a breach or a threatened breach of this Award by Participant, Participant acknowledges that the Company will face irreparable injury which may be difficult to calculate in dollar terms and that the Company shall be entitled, in addition to remedies otherwise available at law or in equity, to temporary restraining orders and preliminary injunctions and final injunctions without the posting of a bond enjoining such breach or threatened breach. Should the Company successfully enforce any portion of this Award certificate before a trier of fact or in an arbitration proceeding, the Company shall be entitled to all of its reasonable attorney’s fees and costs incurred as a result of enforcing this Award certificate against Participant. Participant waives all rights or entitlement to a jury trial for any matter arising out of or relating to this Award certificate.

(g) No Waiver. No waiver of any breach of any provision of this Award certificate by the Company shall be effective unless it is in writing, and no waiver shall be construed to be a waiver of any succeeding breach or as a modification of such provision. The provisions of this Award certificate shall be severable, and if any provision of this Award certificate is found by any court or arbitrator to be unenforceable, in whole or in part, the remainder of this Award certificate shall nevertheless be enforceable and binding on the parties. Participant also agrees that a court or arbitrator may modify any invalid, overbroad or unenforceable term of this Award certificate so that such term, as modified, is valid and enforceable under applicable law, and that a court or arbitrator is authorized to extend the length of the Restrictive Covenants in Section 8 of this Award certificate for any period of time in which Participant is in breach of the Restrictive Covenants or as necessary to protect the legitimate business interests of Company. Further, Participant affirmatively states that Participant has not, will not, and cannot rely on any

representations not expressly made herein. The terms of this Award certificate shall not be amended by Participant or Company except by the express written consent of the Company and Participant.

(h) Consideration Period; Right to Consult with Counsel. By the Participant’s acceptance below, the Participant acknowledges and agrees that the Company provided the Participant with at least ten (10) business days to review and consider this Award certificate and that voluntarily accepting this Award certificate before the expiration of ten (10) business days shall serve as a waiver of the ten (10) day review period. The Participant has the right and is advised to consult with counsel of his/ her choice before signing this document.

(i) Assignability and Change of Position. The rights and/or obligations herein may be assigned by the Company without Participant’s consent and shall bind and inure to the benefit of the Company’s successors, assigns, and representatives. If the Company makes any assignment of the rights and/or obligations herein, Participant agrees that this Award certificate shall remain binding upon Participant in any event.

12.    Data Privacy Notice and Consent.

(a)Declaration of Consent. By accepting the PRSUs via the Company’s acceptance procedure, Participant is declaring that Participant agrees with the data processing practices described herein and consent to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned below, including recipients located in countries which may not have a similar level of protection from the perspective of the data protection laws in Participant's country.

(b)Data Collection and Usage. The Company and the Employer may collect, process and use certain personal information about Participant, including, but not limited to, Participant's name, home address and telephone number, email address, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all PRSUs or any other entitlement to shares awarded, canceled, settled, vested, unvested or outstanding in Participant's favor (“Data”), for the purposes of implementing, administering and managing the Plan. The legal basis, where required, for the processing of Data is Participant's consent.

(c)Plan Administration Service Providers. The Company will transfer Data to Fidelity Stock Plan Services, LLC, which is assisting the Company with the implementation, administration and management of the Plan. The Company may select different or additional service providers in the future and may share Data with such other provider(s) serving in a similar manner. Participant may be asked to agree on separate terms and data processing practices with Fidelity Stock Plan Services, LLC, with such agreement being a condition to the ability to participate in the Plan.

(d)International Data Transfers. Participant understands that his or her country of residence may have enacted data privacy laws that are different from the laws governing the Company or its service providers. As a result, in the absence of appropriate safeguards such as standard data protection clauses, the processing of Data in, or the transfer of Data to, the United States or, as the case may be, other countries might not be subject to substantive data processing principles or supervision by data protection authorities. In addition, Participant might not have enforceable rights regarding the processing or transfer of Participant's Data in and/or to such countries. The Company’s legal basis for the transfer of Data is Participant's consent.

(e)Data Retention. The Company will hold and use the Data only as long as is necessary to implement, administer and manage Participant's participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws.

(f)Voluntariness and Consequences of Consent Denial or Withdrawal. Participation in the Plan is voluntary and Participant is providing the consents herein on a purely voluntary basis. Participant understands that Participant may withdraw consent at any time with future effect for any or no reason. If Participant does not consent, or if Participant later seek to revoke consent, Participant's

salary from or employment and career with the Employer will not be affected; the only consequence of refusing or withdrawing consent is that the Company would not be able to offer PRSUs to Participant or otherwise administer or maintain Participant's participation in the Plan.

(g)Data Subject Rights. Participant understands that data subject rights vary depending on the applicable law and that, depending on where Participant is based and subject to the conditions set out in the applicable law, Participant may have, without limitation, the rights to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in Participant's jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, Participant understands that Participant can contact his or her local human resources representative.

By clicking the “Accept” or similar button implemented into the relevant web page or platform, Participant declares, without limitation, Participant's consent to the data processing operations described in this Agreement. Participant understands and acknowledges that Participant may withdraw consent at any time with future effect for any or no reason as described in sub-section (f) above.

13.    Nature of Awards. In accepting the Awards, Participant acknowledges and agrees that:

(a)the grant of PRSUs hereunder, and any future grant of PRSUs under the Plan is entirely exceptional, voluntary and occasional, and at the sole discretion of the Company. Neither this Award of PRSUs nor any past or future Award of PRSUs by the Company shall be deemed to create any contractual or other obligation to Award any right to receive future grants of PRSUs, benefits in lieu of PRSUs, even if PRSUs have been granted in the past;

(b)all decisions with respect to future PRSUs or other equity award grants, if any, shall be at the sole discretion of the Company;

(c)the Plan is established voluntarily by the Company, and the Awards granted thereunder is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

(d)Participant’s participation in the Plan is voluntary;

(e)the Awards and shares of Common Stock subject to the Awards, and the income from and value of same, are an extraordinary item of compensation outside the scope of Participant’s employment. As such, the PRSUs and shares of Common Stock acquired under the Plan, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-term service awards, holiday pay, pension or retirement or welfare benefits or similar mandatory payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer;

(f)the PRSUs and the shares of Common Stock subject to the PRSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;

(g)the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;

(h)the value of the shares of Common Stock acquired upon vesting/settlement of the Awards may increase or decrease in value;

(i)no claim or entitlement to compensation or damages shall arise from the forfeiture of the Award resulting from termination of Participant’s employment or continuous service with the Company or any Affiliate (for any reason whatsoever, and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of his or her employment agreement, if any);

(j)for purposes of this Award, Participant’s employment will be considered terminated as of the date Participant is no longer actively providing services to the Company or any Affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, Participant’s right to vest in this Award under the Plan or Agreement, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment or service agreement, if any). The Committee shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of his or her Award grant (including whether Participant may still be considered to be providing services while on a leave of absence);

(k)if Participant is providing services outside the U.S., neither the Company, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the U.S. Dollar that may affect the value of the PRSUs or of any amounts due to the Participant pursuant to the vesting/settlement of the PRSUs or the subsequent sale of shares of Common Stock acquired upon vesting/settlement;

(l)unless otherwise provided in the Plan or by the Company in its discretion, the Awards and the benefits evidenced by this Agreement do not create any entitlement to have the Awards or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of Common Stock;

(m)the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan or Participant’s acquisition or sale of the underlying shares of Common Stock; and

(n)Participant should consult with Participant’s own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

14.    Insider Trading Restrictions and Market Abuse Laws. Participant acknowledges that, depending on Participant’s or Participant’s broker’s country of residence or where the Company shares of Common Stock are listed, Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect his or her ability to accept, acquire, sell or otherwise dispose of Company shares of Common Stock, rights to the shares of Common Stock (e.g., PRSUs) or rights linked to the value of shares of Common Stock (e.g., phantom awards, futures) during such times as Participant is considered to have “inside information” regarding the Company as defined by the laws or regulations in Participant’s country. Local insider trading laws and regulations may prohibit the cancellation or amendment of orders Participant placed before Participant possessed inside information. Furthermore, Participant could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Participant acknowledges that it is Participant’s responsibility to comply with any applicable restrictions, and that Participant should speak to his or her personal advisor on this matter.

15.    Imposition of Other Requirements. The Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Award and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

16.    Electronic Acknowledgment.

An authorized representative of the Company has signed the Agreement below. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through the current on-line system, or any other on-line system or electronic means that the Company may decide, in its sole discretion, to use in the future. Participant acknowledges and agrees that Participant has carefully reviewed this Agreement and the Plan and these documents set forth the entire understanding between Participant and the Company regarding this Award and supersede all prior or contemporaneous oral and written agreements with respect thereto.

Participant's designation/election via the current plan administrator’s website that Participant has read and accepted the terms of this Agreement and the terms and conditions of the Plan is considered Participant's electronic signature and his or her express consent to this Agreement and the terms and conditions set forth in the Plan.

Offer Date: #GrantDate#

By /s/ David E. Strauss, on behalf of UnitedHealth Group Incorporated

Acceptance Date: #AcceptanceDate#

Signed Electronically/Signed Manually: #Signature#

Attachment 1

PERFORMANCE VESTING CRITERIA APPLICABLE TO

PERFORMANCE-BASED RESTRICTED STOCK UNITS

Participant’s Performance-Based Restricted Stock Units shall become vested, and any applicable restrictions shall lapse, based on the Company’s attainment of the performance goals indicated below over the Performance Period, which begins on January 1, 2023 and ends on December 31, 2025. As indicated below, the actual number of Participant’s Performance-Based Restricted Stock Units that vest may range from 0% to 200% of Participant’s Target Number of Performance-Based Units, based on performance against the performance goals.

Performance Goals

Participant’s Performance-Based Restricted Stock Units shall vest, and the applicable restrictions with respect to such units shall lapse, based on both (1) the Company’s adjusted earnings per share (“Cumulative Adjusted EPS”) and (2) the Company’s average return on equity (“Average ROE”) during the Performance Period as determined in accordance with the tables below. The aggregate payout as a percentage of the Target Number of Performance-Based Units shall be the sum of the percentages determined in the last column of each of the first two tables below.

Vesting Based on EPS Growth and Average ROE

2023-2025<br>Cumulative<br>Adjusted EPS	Payout as a % of<br>Target # of Units	+	2023-2025<br>Average ROE	Payout as a % of<br>Target # of Units	=	Combined Payout as a % of Target # of Units
$80.21	0.0%		24.8%	0.0%		0%
$81.36	12.5%		25.3%	12.5%		25%
$82.53	25.0%		25.8%	25.0%		50%
$83.66	37.5%		26.3%	37.5%		75%
$84.85	50.0%		26.8%	50.0%		100%
$86.42	62.5%		27.3%	62.5%		125%
$88.02	75.0%		27.8%	75.0%		150%
$89.66	87.5%		28.3%	87.5%		175%
$91.29	100.0%		28.8%	100.0%		200%

Cumulative Adjusted EPS or Average ROE performance at or above the respective maximum levels shown in the tables above shall result in 100.0% of the total Target Number of Performance-Based Units becoming vested for that goal. If both Cumulative Adjusted EPS and Average ROE performance are at or above the respective maximum levels shown in the tables above, 200.0% of the total Target Number of Performance-Based Units shall become vested. The percentage of the total Target Number of Performance-Based Units becoming vested shall be interpolated for Cumulative Adjusted EPS or Average ROE performance between the levels shown in the tables above on a straight-line basis.

Adjustments

The Committee shall adjust earnings to eliminate the effect of any extraordinary or special item that is not included in or contemplated by the Five Year Financial Projections prepared for the February 23 to February 24, 2023 Board of Directors meeting (the “Business Plan”) and that, standing alone, significantly increases or decreases earnings (an “Extraordinary or Special Item”). Extraordinary or Special Items shall include, without limitation, legal settlements, regulatory settlements and other similar non-recurring events. Extraordinary or Special Items shall also include changes to the Company’s capital structure, including, without limitation, changes to the Company’s dividend policy or share repurchase program (as each is in effect at the start of the Performance Period), mergers, acquisitions, divestitures and reorganizations. Further, the Committee shall adjust earnings to eliminate the effect of any new

federal legislation or amendments to existing federal legislation regarding funding of healthcare benefits by the United States government if such legislation or amendment (1) is enacted during the Performance Period and (2) results in a significant reduction or increase in that portion of the Company’s earnings that is derived from federal governmental sources, as projected in the Business Plan.

Although the Committee is required to make adjustments to earnings for Extraordinary or Special Items in accordance with the preceding paragraph, the Committee, in its sole discretion, may choose (1) not to make an adjustment to earnings for a particular Extraordinary or Special Item that would otherwise increase earnings and/or (2) to decrease earnings on the basis of other events or items, in each case to reduce the number of Participant’s Performance-Based Restricted Stock Units that would otherwise vest.

16

Document

Exhibit 10.26

FIRST AMENDMENT

OF

UNITEDHEALTH GROUP

EXECUTIVE SAVINGS PLAN

(2021 Statement)

WHEREAS, UnitedHealth Group Incorporated, a Delaware corporation (“UnitedHealth Group”), has heretofore established and maintains several nonqualified, deferred compensation programs (the “ESP”) for the benefit of a select group of management or highly compensated employees of UnitedHealth Group and certain affiliates of UnitedHealth Group;

WHEREAS, said programs are currently embodied in a single document which is effective January 1, 2021, and which is entitled “UNITEDHEALTH GROUP EXECUTIVE SAVINGS PLAN (2021 Statement)” (hereinafter referred to as the “Plan Statement”);

WHEREAS, Section 11.5 of the 2021 Statement provides that the Executive Vice President & Chief Human Resources Officer may adopt certain amendments that do not materially increase the cost of the ESP;

WHEREAS, UnitedHealth Group wishes to amend the Plan Statement to clarify that for purposes of the special rule permitting persons who were eligible to participate prior to 2021 may continue to participate, the term “base salary” includes only base salary in its commonly understood sense and does not include any of the types of incentive compensation that are included in the defined term “Base Salary”; and

WHEREAS, the Executive Vice President & Chief Human Resources Officer has determined that this proposed amendment is within her authority and does not materially increase the cost of the ESP.

NOW, THEREFORE, BE IT RESOLVED, that the Plan Statement is hereby amended in the following respect:

1.     CLARIFICATION OF ELIGIBILITY GRANDFATHER RULE. Effective for Plan Years beginning on or after January 1, 2021, Section 1.3.2 is amended by deleting the phrase “Base Salary” where it appears in both clause \(iii\) and clause \(b\) of the proviso to said Section, and by substituting the phrase “base salary.”
   

2.     SAVINGS CLAUSE. Save and except as hereinabove expressly amended, the Plan Statement shall continue in full force and effect.
   

Dated: December 16, 2021	/s/ Patricia Lewis
	Patricia Lewis
	Executive Vice President & Chief Human
	Resources Officer

Document

Exhibit 10.27

SECOND AMENDMENT

OF

UNITEDHEALTH GROUP

EXECUTIVE SAVINGS PLAN

(2021 Statement)

WHEREAS, UnitedHealth Group Incorporated, a Minnesota corporation (“UnitedHealth Group”) has heretofore established and maintains several nonqualified, deferred compensation programs (the “ESP”) for the benefit of a select group of management or highly compensated employees of UnitedHealth Group and certain affiliates of UnitedHealth Group; and

WHEREAS, said programs are currently embodied in a single document which is effective January 1, 2021, and which is entitled “UNITEDHEALTH GROUP EXECUTIVE SAVINGS PLAN (2021 Statement)” (hereinafter referred to as the “Plan Statement”); and

WHEREAS, the Board of Directors of UnitedHealth Group has delegated to the Compensation and Human Resources Committee of the Board of Directors the power and authority to amend the Plan Statement; and

WHEREAS, the Compensation and Human Resources Committee has further delegated its authority to amend the Plan Statement to the Executive Vice President and Chief People Officer with the exception of amendments that would materially increase the cost of the ESP, and amendments that are required to be adopted by the Board of Directors or the Compensation and Human Resources Committee in order to comply with the requirements of Section 162(m) of the Internal Revenue Code or Section 16 of the Securities Exchange Act of 1934; and

WHEREAS, the Executive Vice President and Chief People Officer wishes to make certain clarifying and administrative amendments to the Plan Statement; and

WHEREAS, the Executive Vice President and Chief People Officer has determined that such amendments will not materially increase the cost of the ESP, and that none of such amendments are required to be adopted by the Board of Directors or the Compensation and Human Resources Committee in order to comply with the requirements of Section 162(m) of the Internal Revenue Code or Section 16 of the Securities Exchange Act of 1934;

NOW, THEREFORE, BE IT RESOLVED, that the Plan Statement is hereby amended in the following respects:

1.     TITLE OF CHIEF HUMAN RESOURCES OFFICER.  Effective as of March 3, 2022, the phrase “Executive Vice President & Chief Human Resources Officer” is replaced by the phrase “Executive Vice President & Chief People Officer” wherever the former phrase occurs in the Plan Statement.
   

2.     DEFINITION OF ELIGIBLE GRADE LEVEL.  Effective as of January 1, 2023, Section 1.2.11\(a\) is amended to read as follows:
   

“(a) In General. For regular full-time or part-time employees: the Executive Leadership Team; the Senior Leadership Team; Salary Grades 32, 91, and 92; Medical Director Grades M2, M3 and M4 (but in the case of Medical Director Grade M2 only if base salary is equal to or exceeds any specific compensation criteria established by the Executive Vice President & Chief People Officer).”

3.     ELIGIBILITY OF CERTAIN PREVIOUSLY ELIGIBLE PARTICIPANTS.  Effective as of January 1, 2023, Section 1.3.2 is amended to read as follows:
   

“1.3.2. Special Legacy Eligibility Rules.

(a) Effective for the Plan Year beginning January 1, 2023, the Executive Vice President and Chief People Officer increased the compensation criteria for employees in Medical Director Grade M2. Any employee (i) who remains in Medical Director Grade M2, and (ii) whose base salary equals or exceeds the compensation criteria level in effect for 2022, shall be considered to be eligible to participate in the Plan for 2023 and all subsequent Plan Years (regardless of whether such employee elected to defer under the Plan for 2022), provided (iii) such employee remains in Medical Director Grade M2, (iv) such employee’s base salary for 2023 and all later years equals or exceeds the compensation criteria in effect for 2022, and (v) such employee elects to defer under the Plan for 2023 and continues to elect to defer for all subsequent years.

(b) Effective for the Plan Year beginning January 1, 2023, the Plan Statement was amended so that employees in Salary Grade 31 are no longer eligible to participate. Any employee (i) who was deferring under this Plan as a Salary Grade Level 31 employee in 2022 (or who was participating in a deferred compensation plan of an affiliate that was integrated with this Plan in 2022 and whose base salary in 2022 was at least equal to the compensation criteria level in effect for Salary Grade Level 31 employees in 2022) , (ii) who remains in Salary Grade Level 31, and (iii) whose base salary equals or exceeds the compensation criteria level in effect for 2022, shall be considered to be eligible to continue to participate in the Plan for 2023 and all subsequent Plan Years, provided (iv) such employee remains in Salary Grade Level 31, (v) such employee’s base salary for 2023 and all later years equals or exceeds the compensation criteria in effect for 2022, and (vi) such employee continues to elect to defer under the Plan for 2023 and later years.

(c) Any employee described in this Section 1.3.2 who declines to participate in the Plan for 2023 or any later year, or who ceases to satisfy the requirements of Section 1.3.2(a) or 1.3.2(b) for any reason, shall not be eligible to participate in the Plan for any subsequent Plan Year unless such employee satisfies the eligibility requirements of the Plan without regard to this Section 1.3.2.”

4.     PAYMENT OF ACCOUNTS OF PARTICIPANTS WHO FAIL TO DESIGNATE A BENEFICIARY.  Effective January 1, 2023, the list of automatic Beneficiaries at the end of Section 9.5.2 is amended to read as follows:
   

“(i) Participant’s surviving spouse;

(ii) Participant’s surviving issue per stirpes and not per capita; and

• 2 -

(iii) Representative of Participant’s estate.”

5.     EFFECT OF SUSPENSION OF DEFERRALS ON UNFORESEEABLE EMERGENCY WITHDRAWALS.  Effective as of January 1, 2023, the flush language at the end of Section 9.8.2\(b\) is amended to read as follows:
   

“Whether a Participant is faced with an unforeseeable emergency will be determined based on the relevant facts and circumstances. To the extent the severe financial hardship is or may be relieved either (i) through reimbursement or compensation by insurance or otherwise, or (ii) by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship), then the hardship shall not constitute an unforeseeable emergency for purposes of this Plan, and the amount of distribution permitted under Section 9.8.2(c) shall be reduced accordingly. The amount that a Participant could obtain from a tax qualified retirement plan (including a hardship withdrawal or loan from such a plan) shall not be taken into account in determining the extent to which the hardship may be relieved. If a Beneficiary of a deceased Participant requests an early distribution for an unforeseeable emergency, then the references in this definition to “Participant” shall be deemed to be references to such Beneficiary.”

6.     LIST OF PARTICIPATING EMPLOYERS.  Effective as of January 1, 2023, Schedule I of the Plan Statement is amended in the form appended to this Amendment.
   

Dated: 12/22/2022	/s/ Erin McSweeney
	Erin L. McSweeney
	Executive Vice President & Chief People Officer
	UnitedHealth Group

• 3 -

SCHEDULE I

EMPLOYERS PARTICIPATING

IN THE

UNITEDHEALTH GROUP EXECUTIVE SAVINGS PLAN

Effective as of January 1, 2023

U.S. Domestic Corporations

1.     United HealthCare Services, Inc.
   

2.     UHC International Services, Inc.
   

3.     Health Plan of Nevada, Inc.
   

4.     Sierra Health and Life Insurance Company, Inc.
   

5.     Southwest Medical Associates, Inc.
   

6.     Optum Services, Inc.
   

7.     UnitedHealthcare of Illinois, Inc.
   

8.     Optum Care, Inc.
   

Document

Exhibit 10.28

UnitedHealth Group Benefits Handbook

Benefits Handbook Supplement

Executive Long-Term Disability

UnitedHealth Group Incorporated (“UnitedHealth Group”) sponsors the UnitedHealth Group Long-Term Disability Program (the “LTD Program”), which is a component benefit program of the UHG Inc. Group Benefits Plan. The LTD Program provides financial protection against loss of income if you are unable to work because of covered illness or injury.

The official plan document for the LTD Program is the LTD Insurance Policy that Hartford Life and Accident Insurance Company (The “Hartford”), the insurer, has issued. The Hartford is the Claims Administrator for the LTD Program.

The Summary Plan Description (“SPD”) for the LTD Program is composed of the Hartford Life and Accident Insurance Company Certificate of Insurance, together with the following sections of the UnitedHealth Group Benefits Handbook - Disability, Life/AD&D, and Business Travel Accident Insurance: ”Introduction,” “Eligibility and Enrollment,” “Administration Information,” and applicable defined terms in the “Glossary” section.

The LTD Program at a Glance

This Executive Long-Term Disability (“Executive LTD”) benefit is a component of the LTD Program and supplements for a select group of officers the benefits provided under the LTD Program. The LTD Insurance policy and SPD sections listed above, which are incorporated herein by reference, apply to the Executive LTD component benefit and should be read in conjunction with this summary. The table below describes the key features of the Executive LTD component of the LTD Program.

Key Features of Executive Long-Term Disability Benefit

Eligibility	•Meet the eligibility requirements in “Who is Eligible” in the Eligibility and Enrollment and Disability Coverage sections of the Benefits Handbook;<br><br>•Eligible for Class 1 Executive Leadership Team benefits under the LTD Insurance Policy; and<br><br>•You have a written Employment Agreement which contains an express provision granting Executive LTD coverage.
Premium Contributions/Funding	Executive LTD benefits are paid exclusively from UnitedHealth Group’s general assets, and UnitedHealth Group is solely responsible for payment of Executive LTD benefits. Executive LTD benefits are self-insured and no premium amounts are determined.
When Coverage Begins/Enrollment	•Executive LTD coverage begins automatically on the first of the month following the signing of your executive Employment Agreement if you are Actively at Work as provided under the LTD Program.<br><br>•You do not need to enroll for coverage.

UnitedHealth Group Benefits Handbook

Coverage Level	Executive LTD benefits are 60% of your Predisability Earnings* that exceed $58,333 reduced by Deductible Income as defined under the LTD Program. There is no monthly maximum Executive LTD Benefit.
Plan Sponsor	UnitedHealth Group Incorporated<br>9900 Bren Road East<br>Minnetonka MN 55343
Claims Administrator	The Hartford<br><br>One Hartford Plaza<br><br>Hartford, CT 06155
Claims	Follow the claims process for the LTD Program. Refer to the SPD and LTD Insurance Policy for instructions.<br><br>Claims should be sent to:<br><br>The Hartford<br><br>PO Box 14869<br><br>Lexington, Kentucky 40512-4869<br><br>Fax: 833-357-5153
When Benefits Are Paid	•The LTD Program and Executive LTD component pay benefits only if the Claims Administrator determines that you are Disabled, are receiving Regular and Appropriate Care of a Physician and have satisfied the LTD Program Waiting Period as specified under the LTD Policy.<br><br>•Refer to the SPD and LTD Insurance Policy for details.
How Benefits Are Paid	The Hartford will issue two checks for LTD benefits:<br><br>1.Fully insured LTD benefits equal to 60% of the first<br><br>$58,333 of your Predisability Earnings* reduced by Deductible Income; and<br><br>2. Self-insured Executive LTD benefits equal to 60% of your Predisability Earnings* reduced by Deductible Income that exceeds $58,333.<br><br><br><br>Note: You may make a taxation election on the premiums UnitedHealth Group pays only with respect to the fully insured benefits payable under the LTD Program. The self- insured Executive LTD benefits are taxable income, because benefits are paid exclusively from UnitedHealth Group’s general assets and there are no premiums on which to impute income.
When Coverage Ends	Executive LTD coverage ends when coverage under the LTD Program ends or your Employment Agreement is amended to terminate Executive LTD coverage.

The Claim Administrator for the LTD Program shall serve as the Claim Administrator for the Executive LTD component benefit. UnitedHealth Group has contracted with The Hartford to administer benefits and claims under this Executive LTD component benefit in tandem with administering LTD benefits and claims under the LTD Program. The Hartford shall apply the same claims rules to the Executive LTD benefit component as are applied the LTD Program.

*Predisability Earnings are monthly earnings.

Long-Term Disability ■ January 1, 2021

2

Document

Exhibit 10.29

Our compensation and benefit program is designed to compensate our non-employee directors fairly for work required for a company of our size and scope, and align their interests with the long-term interests of our shareholders. Director compensation reflects our desire to attract, retain and use the expertise of highly qualified people serving on the Company’s Board of Directors. The Compensation and Human Resources Committee reviews the compensation level of our non-employee directors on an annual basis and makes recommendations to the Board of Directors.

The Company uses annual retainers, equity-based compensation, expense reimbursement and other forms of compensation, as appropriate, to attract and retain non-employee directors.

Cash Compensation

Non-employee directors receive an annual cash retainer of $125,000. We pay an additional annual cash retainer of $300,000 to the Chair of the Board, an additional annual cash retainer of $32,500 to the Chair of the Audit Committee, and additional annual cash retainers of $25,000 to the Chair of the Compensation and Human Resources Committee, the Chair of the Nominating and Corporate Governance Committee and the Chair of the Public Policy Strategies and Responsibility Committee.

Cash retainers are payable on a quarterly basis in arrears on the first business day following the end of each fiscal quarter, and subject to pro-rata adjustment if the director did not serve the entire quarter. Directors may elect to receive deferred stock units (“DSUs”) or common stock (if the director has met the stock ownership guidelines) in lieu of their cash compensation or may defer receipt of their cash compensation to a later date pursuant to the Directors' Compensation Deferral Plan ("Director Deferral Plan").

Equity-Based Compensation

Non-employee directors receive annual grants of DSUs under the 2011 Stock Incentive Plan, as amended, having an annual aggregate fair value of $225,000, subject to rounding adjustments described below. The grants are issued quarterly in arrears on the first business day following the end of each fiscal quarter and prorated if the director did not serve the entire quarter. The number of DSUs granted is determined by dividing $56,250 (the quarterly value of the annual equity award) by the closing stock price on the grant date, rounded up to the nearest share.

The DSUs immediately vest upon grant and must be retained until completion of the director’s service on the Board of Directors. Upon completion of service, the DSUs convert into an equal number of shares of the Company’s common stock. A director may defer receipt of the shares for up to ten years after completion of service pursuant to the Director Deferral Plan. Non-employee directors who have met their stock ownership requirement may elect to receive common stock in lieu of DSUs and/or in-service distributions on pre-selected dates.

If a director elects to convert his or her cash compensation into DSUs, such conversion grants are made on the day the eligible cash compensation becomes payable to the director and immediately vest upon grant. The director receives the number of DSUs equal to the cash compensation foregone, divided by the closing price of our common stock on the date of grant, rounded up to the nearest share. A director may only elect to receive common stock if he or she has met the stock ownership guidelines.

The Company pays dividend equivalents in the form of additional DSUs on all outstanding DSUs. Dividend equivalents are paid at the same rate and at the same time that dividends are paid to Company shareholders and are subject to the same vesting conditions as the underlying grant.

Director Deferral Plan

Under the Director Deferral Plan, subject to compliance with applicable laws, non-employee directors may elect annually to defer receipt of all or a percentage of their compensation. Amounts deferred are credited to a bookkeeping account maintained for each director participant that uses a collection of unaffiliated mutual funds as measuring investments. Subject to certain additional rules set forth in the Director Deferral Plan, a participating director may elect to receive the distribution in one of the following ways:

•a series of five or ten annual installments following the completion of his or her service on the Board of Directors;

•a delayed lump sum following either the fifth or tenth anniversary of the completion of his or her service on the Board of Directors;

•for cash deferrals, an immediate lump sum upon the completion of his or her service on the Board of Directors; or

•pre-selected amounts to be distributed on pre-selected dates while the director remains a member of the Board of Directors.

The Director Deferral Plan does not provide for matching contributions by the Company, but our Board of Directors may determine, in its discretion, to supplement the accounts of participating directors with additional amounts.

Other Compensation

We reimburse directors for any out-of-pocket expenses incurred in connection with service as a director. We also provide health care coverage to directors but only if the director is not eligible for coverage under another group health care benefit program. Health care coverage is provided generally on the same terms and conditions as current employees. Upon retirement from the Board of Directors, directors may continue to obtain health care coverage under benefit continuation coverage, and after the lapse of such coverage, under the Company’s post-employment medical plan for up to a total of 96 months if they are otherwise eligible.

The Company maintains a program through which it will match up to $15,000 of charitable donations made by each director for each calendar year. The directors do not receive any financial benefit from this program because the charitable income tax deductions accrue solely to the Company. Donations under the program may not be made to family trusts, partnerships or similar organizations.

Effective October 1, 2022

Document

Exhibit 10.30

UNITEDHEALTH GROUP

DIRECTORS’ COMPENSATION DEFERRAL PLAN

(2023 STATEMENT)

SECTION 1

INTRODUCTION AND DEFINITIONS

1.1. Establishment of Plan. Effective January 1, 2002, UNITEDHEALTH GROUP INCORPORATED, a Minnesota corporation (hereinafter sometimes referred to as “UnitedHealth Group”), as plan sponsor, established a nonqualified, unfunded, deferred compensation plan for the benefit of certain members of its Board of Directors. The plan document was subsequently restated in the form of the 2009 Statement to incorporate all previously adopted amendments into a single document. This document reflects changes to the plan document effected by a First Amendment adopted effective August 1, 2010, and an unnumbered Amendment adopted as of January 1, 2010. This plan document also reflects certain additional amendments for purposes of revising the payment of benefits on behalf of a deceased Participant, and to make editorial and clarifying changes. Prior to the adoption of this Plan Statement, some accounts in the Plan contained funds that were accrued and vested prior to January 1, 2004 (the “Pre-2004 Accounts”), and accordingly were exempt from the application of Section 409A of the Internal Revenue Code of 1986 and its accompanying regulations (“Section 409A of the Code”). As all Pre-2004 Accounts have been fully distributed, references to the Pre-2004 Accounts have been deleted from this Plan Statement; provided, however, that if it is subsequently determined that any portion of an Account is properly characterized as a Pre-2004 pursuant to Section 409A of the Code, the provisions of the Plan applicable to Pre-2004 Accounts as in effect prior to this Plan Statement shall govern such portion.

1.2. Definitions. When the following terms are used herein with initial capital letters, they shall have the following meanings:

1.2.1. Account – the separate bookkeeping account established for each Participant which represents the separate unfunded and unsecured general obligation of UnitedHealth Group established with respect to each person who is a Participant in this Plan in accordance with Section 2 and which are credited to the dollar amounts and/or Deferred Stock Units specified in Sections 3 and 4 and from which are subtracted payments made pursuant to Section 8. To the extent necessary to accommodate and effect the distribution elections made by Participants pursuant to Section 8.2 and Section 8.8.1, separate bookkeeping sub-accounts shall be established with respect to each of the several annual forms of distribution elections and pre-selected in-service distribution elections made by Participants. In addition, sub-accounts may be established with respect to cash compensation and Deferred Stock Units, and any reference in the Plan to the “cash portion” of a Participant’s Account shall mean the portion of the Account excluding Deferred Stock Units.

1.2.2. Annual Valuation Date – each December 31.

1.2.3. Beneficiary – a person designated by a Participant (or automatically by operation of the Plan Statement) to receive all or a part of the Participant’s Account in the event of the Participant’s death prior to full distribution thereof. A person so designated shall not be considered a Beneficiary until the death of the Participant.

1.2.4. Board Compensation – Board retainer fees, Board Chair retainer fees, Board meeting fees, Board committee Chair retainer fees and Board committee fees, including any such fees as the Participant elects to have paid in the form of Deferred Stock Units, but not stock options or other stock-based compensation. The Committee may designate prospectively that other pay is included in Board Compensation.

1.2.5. Board of Directors or Board – the Board of Directors of UnitedHealth Group or its successor, and any properly authorized committee of the Board of Directors.

1.2.6. Code – the Internal Revenue Code of 1986, as amended.

1.2.7. Committee – the Compensation and Human Resources Committee of the Board of Directors (also known as the “Compensation Committee”).

1.2.8. Deferred Stock Unit or Unit – a unit granted under the UnitedHealth Group Incorporated 2002 Stock Incentive Plan, as may be amended from time to time, or a successor plan, evidencing the right to receive a share of UnitedHealth Group common stock (or a cash payment equal to the fair market value of a share of United Health Group common stock) at some future date.

1.2.9. Participant – a member of the Board of Directors of UnitedHealth Group who has elected to defer compensation under Section 3. A director who has become a Participant shall continue to be a Participant in this Plan until the date of the Participant’s death or, if earlier, the date when the Participant has received a distribution of the Participant’s entire Account.

1.2.10. Plan – the nonqualified, unfunded, deferred compensation program maintained by UnitedHealth Group for the benefit of Participants eligible to participate therein, as set forth in this Plan Statement. (As used herein, “Plan” does not refer to the document pursuant to which the Plan is maintained. That document is referred to herein as the “Plan Statement”.) The Plan shall be referred to as the “UnitedHealth Group Directors’ Compensation Deferral Plan.”

1.2.11. Plan Statement – this document entitled “UnitedHealth Group Directors’ Compensation Deferral Plan (2023 Statement)” as adopted by the Board of Directors and generally effective January 1, 2023, as the same may be amended from time to time thereafter.

1.2.12. Plan Year – the twelve (12) consecutive month period ending on any Annual Valuation Date.

1.2.13. Termination of Directorship – a complete severance of a Participant’s membership on the Board of Directors of UnitedHealth Group for any reason other than the Participant’s death. Whether a Termination of Directorship has occurred is determined under section 409A of the Code and section 1.409A-1(h) of the regulations (i.e., whether the expiration

of the director’s term or his or her resignation or removal from the Board constitutes a good-faith and complete termination of the Director’s relationship with UnitedHealth Group).

1.2.14. UnitedHealth Group or UHG – UNITEDHEALTH GROUP INCORPORATED, a Minnesota corporation, or any successor thereto.

1.2.15. Valuation Date – any day that the U.S. securities markets are open and conducting business.

SECTION 2

ELIGIBILITY TO PARTICIPATE

Each member of the Board of Directors of UnitedHealth Group as of the initial adoption of this Plan who is not an employee of UnitedHealth Group or any affiliate shall be eligible to become a Participant in this Plan as of January 1, 2002. Each person who later becomes a member of the Board and is not then an employee of UnitedHealth Group or any affiliate shall be eligible to become a Participant in this Plan as of such member’s election to the Board. Each person (a) who is both a member of the Board and an employee of UnitedHealth Group or any affiliate, and (b) who later ceases to be so employed but continues as a member of the Board, shall be eligible to become a Participant in this Plan as of such cessation of employment.

SECTION 3

COMPENSATION DEFERRAL OPTION

3.1. Option to Defer Board Compensation.

3.1.1. Amount of Deferrals. Through a voice response system (or other written or electronic means) approved by the Committee, a Participant may elect to defer between (and including) 1% and 100% of such Participant’s Board Compensation for Board services for a Plan Year. The Committee may establish prospectively other percentage limits. To be effective for a Plan Year, the deferral election must be received by the Committee or its designee prior to the first day of the Plan Year (or such earlier deadline designated by the Committee or its designee); provided, however, for a person who is first elected to the Board after the beginning of the Plan Year and was not previously eligible to participate in a plan required to be aggregated with this Plan under Treasury Regulations 1.409A-1(c)(2)(i), the deferral election must be received by the Committee within 30 days after the first day of such eligibility, and, if so received, the deferral election shall apply to Board Compensation earned after the date of the election. Such deferral election shall be irrevocable and shall remain in effect until changed or rescinded. Prior to the beginning of any subsequent Plan Year, a Participant may irrevocably elect through a voice response system (or other written or electronic means) approved by the Committee to change an earlier election by providing a new deferral election to the Committee or its designee. The new deferral election shall become effective on the first day of the subsequent Plan Year. The Committee, in its sole discretion, may permit a Participant to make separate deferral elections with respect to the Participant’s Board Compensation payable (a) in cash and/or (b) Deferred Stock Units.

3.1.2. Crediting to Accounts. The Committee shall cause to be credited to the Account of each Participant the amount, if any, of such Participant’s voluntary deferrals of Board

Compensation under Section 3.1.1. Such amount shall be credited as soon as administratively feasible following the time such Board Compensation would otherwise have been paid to the Participant.

3.1.3. No Matching Credits. No matching amounts shall be credited for deferrals of Board Compensation under Section 3.1.1.

3.1.4 Suspension of Deferrals. Anything else contained in the Plan to the contrary notwithstanding, if a Participant requests a withdrawal due to unforeseeable emergency pursuant to Section 8.8.2, and the Committee determines that the Participant has incurred an unforeseeable emergency as defined therein, all further deferrals of the Participant’s Board Compensation for the balance of the Plan Year shall be cancelled and no amounts of Board Compensation paid during the balance of the Plan Year shall be deferred. Such Participant shall be eligible to make deferral elections for subsequent Plan Years in accordance with this Section 3.1.

3.2. Discretionary Supplements From UnitedHealth Group. Upon written notice to one or more Participants and to the Committee, the Board of Directors may (but is not required to) determine that additional amounts shall be credited to the Accounts of such Participants. Such notice shall also specify the date of such crediting. Notwithstanding Section 6, such notice may also establish vesting rules for such amounts, in which case separate Accounts shall be established for such amounts for such Participants.

3.3. Credits Limited to Outside Directors. No Participant who becomes an employee of UnitedHealth Group or any affiliate shall be eligible to receive credits under this Section 3 while such an employee.

SECTION 4

CREDITS FROM MEASURING INVESTMENTS

4.1. Designation of Measuring Investments. Through a voice response system (or other written or electronic means) approved by the Committee, each Participant shall designate the following “Measuring Investments,” which shall be used to determine the value of such Participant’s Account (other than the portion consisting of Deferred Stock Units), until changed as provided herein:

(a) One or more Measuring Investments for the current Account balance, and

(b) One or more Measuring Investments for amounts that are credited to the Account in the future.

The Accounts and such Measuring Investments are specified solely as a device for computing the amount of benefits to be paid by UnitedHealth Group under the Plan, and UnitedHealth Group is not required to purchase such investments. The Measuring Investments may be revised and amended by the Committee, in its discretion, from time to time.

4.2. UnitedHealth Group Stock as Measuring Investment. The Board of Directors may (but shall not be required to) determine that the Measuring Investments available for election by

4.3. Optional Rules for Measuring Investments. The Committee may adopt rules specifying the Measuring Investments, the circumstances under which a particular Measuring Investment may be elected, or shall be automatically utilized, the minimum or maximum amount or percentage of an Account which may be allocated to a Measuring Investment, the procedures for making or changing Measuring Investment elections, the extent (if any) to which Beneficiaries of deceased Participants may make Measuring Investment elections and the effect of a Participant’s or Beneficiary’s failure to make an effective Measuring Investment election with respect to all or any portion of an Account.

4.4. Measuring Investments and Rules to be Identical to Executive Savings Plan. Unless the Committee specifies otherwise, the Measuring Investments and operational rules for this Plan shall be identical to those under the UnitedHealth Group Executive Savings Plan and any change to the Measuring Investments or operational rules under the Executive Savings Plan shall automatically apply to this Plan.

SECTION 5

OPERATIONAL RULES

5.1. Operational Rules for Deferrals. A Participant’s election to defer Board Compensation under Section 3 shall be “evergreen” and shall remain in effect until changed by the Participant for a future Plan Year as specified in Section 3.1.1.

5.2. Establishment of Accounts. There shall be established for each Participant an unfunded, bookkeeping Account which shall be adjusted each Valuation Date.

5.3. Accounting Rules. The Committee may adopt (and revise) accounting rules for the Accounts.

SECTION 6

VESTING OF ACCOUNTS

The Account of each Participant shall be fully (100%) vested and nonforfeitable at all times (except for any special vesting rules that apply to discretionary supplements of UnitedHealth Group under Section 3.2 and any early distribution penalties that may apply under Section 8).

SECTION 7

SPENDTHRIFT PROVISION

Participants and Beneficiaries shall have no power to transfer any interest in an Account nor shall any Participant or Beneficiary have any power to anticipate, alienate, dispose of, pledge or

encumber the same while it is in the possession or control of UnitedHealth Group, nor shall the Committee recognize any assignment thereof, either in whole or in part, nor shall the Account be subject to attachment, garnishment, execution following judgment or other legal process (including without limitation any domestic relations order, whether or not a “qualified domestic relations order” under section 414(p) of the Code) before the Account is distributed to the Participant or Beneficiary.

The power to designate Beneficiaries to receive the Account of a Participant in the event of such Participant’s death shall not permit or be construed to permit such power or right to be exercised by the Participant so as thereby to anticipate, pledge, mortgage or encumber such Participant’s Account or any part thereof. Any attempt by a Participant to so exercise said power in violation of this provision shall be of no force and effect and shall be disregarded by the Committee.

SECTION 8

DISTRIBUTIONS

8.1. Time of Distribution to Participant.

8.1.1. General Rule. A Participant’s Account shall be distributable upon the Termination of Directorship of the Participant.

8.1.2. No Application for Distribution Required. A Participant’s Account shall be distributed automatically following the Participant’s Termination of Directorship. A Participant shall not be required to apply for distribution.

8.1.3. Distribution to Specified Employees. Notwithstanding any other provision of the Plan Statement, in the event that a Participant in the Plan is determined to be a “specified employee” (within the meaning of Section 409A of the Code and determined pursuant to procedures adopted by UnitedHealth Group), any distribution to the Participant on account of the Participant’s Termination of Directorship shall be delayed until the first day of the first month that begins six (6) months following the Termination of Directorship (or if earlier, the date of the Participant’s death) to comply with the requirements of section 409A of the Code.

8.2. Form of Distribution. As determined under the rules of Section 8.3, distribution of the Participant’s Account shall be made in one or more of the forms listed below. Effective with the 2010 Plan Year, the Committee, in its sole discretion, may permit a Participant to make separate distribution elections with respect to the Participant’s Board Compensation payable in cash and/or Deferred Stock Units.

(a) Immediate Lump Sum of Cash-Based Board Compensation. Distribution of the cash-based Board Compensation sub-account within the Participant’s Account shall be made in a single lump sum. The amount of the lump sum distribution shall be determined as soon as administratively feasible as of a Valuation Date following the Plan Year in which occurs the Participant’s Termination of Directorship. Payment shall actually be made as soon as practicable after such determination (but not later than the last day of the February following the Plan Year in which occurs the Participant’s Termination of Directorship).

(b) Installments. Distribution of the Participant’s Account shall be made in a series of five (5) or ten (10) annual installments. If a Participant elects to receive payment in the form of installments, then pursuant to section 409A of the Code and regulations issued thereunder (and for purposes of the re-election provisions in Section 8.3.4), the series of installment payments shall be treated as the entitlement to a single payment (rather than a series of separate payments).

(i) Cash-Based Board Compensation. The amount of the first installment will be determined as soon as administratively feasible following the Plan Year in which occurs the Participant’s Termination of Directorship and the amount of future installments will be determined as soon as administratively feasible following the end of each following Plan Year. The amount of each installment shall be determined by dividing the Participant’s Account balance as of the Valuation Date as of which the installment is being paid, by the number of remaining installment payments to be made (including the payment being determined). Such installment payments shall actually be made as soon as practicable after each such determination (but not later than the last day of February of each year when a determination occurs).

(ii) Deferred Stock Units. In payment of vested Deferred Stock Units, UnitedHealth Group shall promptly issue shares of UnitedHealth Group common stock in book-entry form, registered in Participant’s name (or in the name of Participant’s legal representatives, beneficiaries or heirs, as the case may be) in equal installments in each Plan Year following the Plan Year in which the Participant’s Termination of Directorship occurs. The value of any fractional vested Deferred Stock Unit shall be paid in a single lump sum cash payment at the time the shares of Common Stock are delivered to Participant in payment of the last installment of Deferred Stock Units. In no event shall payment be made later than the last day of February of the Plan Year in which the payment is scheduled to occur.

(iii) Exception for Small Amounts. Notwithstanding the foregoing provisions of this Section 8.2(b), if the value of the Participant’s Account as of the Valuation Date as of which an installment payment is to be determined (excluding the value of the Participant’s vested Deferred Stock Units) does not exceed Five Thousand Dollars ($5,000), the cash portion of the Participant’s Account shall be paid in the form of a lump sum. Payment shall be made as soon as administratively practicable after such Valuation Date (but not later than the last day of February of the year when such determination occurs). For this purpose, the value of the Account shall be determined after reduction for any lump sum or other payment that is also payable to such Participant as of such Valuation Date. Provided, however, that if the portion of the Participant’s Account attributable to amounts deferred prior to January 1, 2023 (including the value on the Valuation Date of Deferred Stock Units credited to the Participant’s Account prior to January 1, 2023) does not exceed Five Thousand Dollars ($5,000) as of

such Valuation Date, then such portion of the Participant’s Account shall be paid in the form of a lump sum (or in the case of vested Deferred Stock Units, such Units will be converted into shares of UnitedHealth Group common stock), and the value of the remaining portion of Account (excluding the remaining Deferred Stock Units) shall be determined after the cash portion of such payment.

(c) Five (5) Year Delay, then Lump Sum. Distribution of the Participant’s Account shall be made in a single lump sum payment following the fifth (5th) anniversary of the Participant’s Termination of Directorship, in the manner described below:

(i) Cash-Based Board Compensation. The amount of such distribution shall be determined as soon as administratively feasible as of a Valuation Date in the calendar year following the calendar year in which occurs the fifth (5th) anniversary of the Participant’s Termination of Directorship. Actual distribution shall be made in the calendar year of determination as soon as administratively practicable after such determination (but not later than the last day of February of each year when a determination occurs).

(ii) Deferred Stock Units. In the Plan Year immediately following the fifth anniversary of the Participant’s Termination of Directorship, UnitedHealth Group shall issue shares of Common Stock in book-entry form, registered in Participant’s name (or in the name of Participant’s legal representatives, beneficiaries or heirs, as the case may be), in payment of all vested whole Deferred Stock Units. The value of any fractional vested Deferred Stock Unit shall be paid in a single lump sum cash payment at the time shares of Common Stock are delivered to Participant in payment of the Deferred Stock Units. In no event shall payment be made later than the last day of February of the Plan Year in which the payment is scheduled to occur.

(iii) Exception for Small Amounts. Notwithstanding the foregoing provisions of this Section 8.2(c), if the value of the Participant’s Account (excluding the value of the Participant’s vested Deferred Stock Units) does not exceed Five Thousand Dollars ($5,000) as of the Valuation Date in the Plan Year in which the Participant experienced a Termination of Directorship, the cash portion of the Participant’s Account shall be paid in a lump sum. Payment shall be made as soon as practicable after such determination (but not later than the last day of February of the year following the Valuation Date); provided that if the portion of the Participant’s Account attributable to amounts deferred prior to January 1, 2023 (including the value on the Valuation Date of Deferred Stock Units credited to the Participant’s Account prior to January 1, 2023) does not exceed Five Thousand Dollars ($5,000) as of such Valuation Date, then such portion of the Participant’s Account shall be paid in the form of a lump sum (or in the case of vested Deferred Stock Units, such Units will be converted into shares of UnitedHealth Group common stock), and the value of the remaining portion of Account (excluding the remaining

Deferred Stock Units) shall be determined after the cash portion of such payment.

(d) Ten (10) Year Delay, then Lump Sum. Distribution of the Participant’s Account shall be made in a single lump sum payment following the tenth (10th) anniversary of the Participant’s Termination of Directorship, in the manner described below:

(i) Cash-Based Board Compensation. The amount of such distribution shall be determined as soon as administratively feasible as of a Valuation Date in the calendar year following the calendar year in which occurs the tenth (10th) anniversary of the Participant’s Termination of Directorship. Actual distribution shall be made in the calendar year of determination as soon as administratively practicable after such determination (but not later than the last day of February of each year when a determination occurs).

(ii) Deferred Stock Units. In the Plan Year immediately following the tenth anniversary of the Participant’s Termination of Directorship, UnitedHealth Group shall issue shares of Common Stock in book-entry form, registered in Participant’s name (or in the name of Participant’s legal representatives, beneficiaries or heirs, as the case may be), in payment of all vested whole Deferred Stock Units. The value of any fractional vested Deferred Stock Unit shall be paid in a single lump sum cash payment at the time shares of Common Stock are delivered to Participant in payment of the Deferred Stock Units. In no event shall payment be made later than the last day of February of the Plan Year in which the payment is scheduled to occur.

(iii) Exception for Small Amounts. Notwithstanding the foregoing provisions of this Section 8.2(d), if the value of the Participant’s Account (excluding the value of the Participant’s vested Deferred Stock Units) does not exceed Five Thousand Dollars ($5,000) as of the Valuation Date in the Plan Year in which the Participant experienced a Termination of Directorship, the cash portion of the Participant’s Account shall be paid in a lump sum. Payment shall be made as soon as practicable after such determination (but not later than the last day of February of the year following the Annual Valuation Date); provided that if the portion of the Participant’s Account attributable to amounts deferred prior to January 1, 2023 (including the value on the Valuation Date of Deferred Stock Units credited to the Participant’s Account prior to January 1, 2023) does not exceed Five Thousand Dollars ($5,000) as of such Valuation Date, then such portion of the Participant’s Account shall be paid in the form of a lump sum (or in the case of vested Deferred Stock Units, such Units will be converted into shares of UnitedHealth Group common stock), and the value of the remaining portion of Account (excluding the remaining Deferred Stock Units) shall be determined after deducting the cash portion of such payment.

8.3. Election of Form of Distribution by Participant.

8.3.1. Initial Enrollment. Through a voice response system (or other written or electronic means) approved by the Committee, each Participant shall elect at the time of initial enrollment in the Plan whether distribution of the Participant’s Account shall be made (as described in Section 8.2) in either: (i) an immediate lump sum, (ii) five (5) or ten (10) annual installments, or (iii) a delayed lump sum following the fifth (5th) or tenth (10th) anniversary of the Participant’s Termination of Directorship. Such distribution election shall remain in effect with respect to the Participant’s Account for all subsequent Plan Years unless, prior to a subsequent Plan Year, the Participant files a new distribution election for the Participant’s Account with the Committee in accordance with the provisions of Section 8.3.3. Effective with the 2010 Plan Year, the Committee, in its sole discretion, may permit a Participant to make a separate distribution election with respect to the Participant’s Board Compensation payable in cash and/or Deferred Stock Units.

8.3.2. Default Election of Form of Distribution. If a Participant fails to elect a form of distribution, such Participant shall be deemed to have elected that distribution be made in an immediate lump sum as described in Section 8.2(a).

8.3.3. Separate Distributions Elections Permitted Each Plan Year. Any initial or default distribution election made by a Participant with respect to the Participant’s Account shall remain in effect with respect to the Participant’s Account for all subsequent Plan Years unless, prior to a subsequent Plan Year, the Participant files a new distribution election for the Participant’s Account electing a different form of distribution for that portion of the Participant’s Account attributable to deferrals for such subsequent Plan Year (and any investment gains or losses on such deferrals). Through a voice response system (or other written or electronic means) approved by the Committee, a Participant may elect a different form of distribution for that portion of the Participant’s Account attributable to deferrals for a subsequent Plan Year (and any investment gains or losses on such deferrals). To be effective for deferrals for a Plan Year, the new distribution election must be received by the Committee or its designee prior to the first day of the Plan Year (or such earlier deadline designated by the Committee or its designee). If a Participant files a new distribution election with respect to the Participant’s Account with the Committee pursuant to this Section 8.3.3, such distribution election shall remain in effect for all subsequent Plan Years unless, prior to a subsequent Plan Year, the Participant files with the Committee another distribution election for the Participant’s Account electing a different form of distribution for that portion of the Participant’s Account attributable to deferrals for such subsequent Plan Year (and any investment gains or losses in such deferrals).

8.3.4. Periodic Re-Election. Through a voice response system (or other written or electronic means) approved by the Committee, initial and default distribution elections may be changed by the Participant from time to time, subject to the following. Each subsequent distribution election filed with respect to the Participant’s Account shall supersede all prior distribution elections filed with respect to such specified portion of the Participant’s Account and shall be effective as to the specified portion of the Participant’s Account. If, however, the subsequent distribution election does not have the effect of delaying payment of the lump sum (or, in the case of installments, the installment commencement date (i.e., the date the first installment in the stream of installment payments is scheduled to be paid) under the prior

election for at least five (5) years, such distribution election shall be disregarded as if it had never been filed (and the prior effective distribution election shall be given effect). Notwithstanding the foregoing, any new distribution election shall be disregarded as if it had never been filed (and the prior effective distribution election shall be given effect) unless the distribution election:

(i) is filed by a Participant who is still performing Board services,

(ii) is filed with the Committee at least twelve (12) months before the Participant’s scheduled distribution date following the Participant’s Termination of Directorship or, if applicable, the Participant’s specified payment date,

(iii) is filed at least twelve (12) months after the initial distribution election for the specified portion of the Participant’s Account (or, if one or more prior changes has been filed, at least twelve (12) months after the latest of such changes was filed), and

(iv) such election shall not take effect until at least twelve (12) months after the date it is filed with the Committee.

No spouse, former spouse, Beneficiary or other person shall have any right to participate in the Participant’s decision to revise distribution elections. Notwithstanding the foregoing, the Committee shall interpret all provisions of this Plan relating to the change of any distribution election with respect to the Participant’s Account in a manner that is consistent with section 409A of the Code and the regulations and other guidance issued thereunder. Accordingly, if the Committee determines that a requested revision to a distribution election is inconsistent with section 409A of the Code or other applicable tax law, the request shall not be effective.

8.4. Payment to Beneficiary Upon Death of Participant.

8.4.1. Payment to Beneficiary When Death Occurs Before Termination of Directorship. If a Participant dies before Termination of Directorship, such Participant’s Beneficiary will receive payment of the Participant’s Account at the same time and in the same form the Participant would have received if the Participant had experienced a Termination of Directorship on the date of death.

8.4.2. Payment to Beneficiary When Death Occurs After Termination of Directorship. If a Participant dies after a Termination of Directorship, the Participant’s Beneficiary shall receive distribution of the Participant’s Account at the same time and in the same form the Participant would have received if the Participant had survived.

8.4.3. Election of Measuring Investments by Beneficiaries. A Beneficiary of a deceased Participant shall generally have the same rights to designate Measuring Investments for the Participant’s Account that Participants have under Section 4. The Committee may adopt (and revise) rules to govern designations of Measuring Investments by Beneficiaries. Unless changed by the Committee, the following rules shall apply:

(a) The Measuring Investments for the Account of a deceased Participant shall not be changed until the Beneficiary so determines.

(b) If a deceased Participant has more than one Beneficiary, the unanimous consent of all Beneficiaries shall be required to change Measuring Investments for such Participant’s Account, unless the deceased Participant’s Account is divided into separate Accounts for each Beneficiary in accordance with rules adopted by the Committee.

8.5. Designation of Beneficiaries.

8.5.1. Right to Designate. Each Participant may designate, upon forms to be furnished by and filed with the Committee (or through other means approved by the Committee), one or more primary Beneficiaries or alternative Beneficiaries to receive all or a specified part of such Participant’s Account in the event of such Participant’s death. The Participant may change or revoke any such designation from time to time without notice to or consent from any Beneficiary. No such designation, change or revocation shall be effective unless executed by the Participant and received by the Committee during the Participant’s lifetime.

8.5.2. Failure of Designation. If a Participant:

(a) fails to designate a Beneficiary,

(b) designates a Beneficiary and thereafter revokes such designation without naming another Beneficiary, or

(c) designates one or more Beneficiaries and all such Beneficiaries so designated fail to survive the Participant,

such Participant’s Account, or the part thereof as to which such Participant’s designation fails, as the case may be, shall be payable to the first class of the following classes of automatic Beneficiaries in which a member survives the Participant and (except in the case of surviving issue) in equal shares if there is more than one member in such class surviving the Participant:

(i) Participant’s surviving spouse;

(ii) Participant’s surviving issue per stirpes and not per capita; and

(iii) Representative of Participant’s estate.

8.5.3. Disclaimers by Beneficiaries. A Beneficiary entitled to a distribution of all or a portion of a deceased Participant’s Account may disclaim an interest therein subject to the following requirements. To be eligible to disclaim, a Beneficiary must be a natural person, must not have received a distribution of all or any portion of the Account at the time such disclaimer is executed and delivered, and must have attained at least age twenty-one (21) years as of the date of the Participant’s death. Any disclaimer must be in writing and must be executed personally by the Beneficiary before a notary public. A disclaimer shall state that the Beneficiary’s entire interest in the undistributed Account is disclaimed or shall specify what portion thereof is

disclaimed. To be effective, an original executed copy of the disclaimer must be both executed and actually delivered to the Committee after the date of the Participant’s death but not later than nine (9) months after the date of the Participant’s death. A disclaimer shall be irrevocable when delivered to the Committee. A disclaimer shall be considered to be delivered to the Committee only when actually received by the Committee. The Committee shall be the sole judge of the content, interpretation and validity of a purported disclaimer. Upon the filing of a valid disclaimer, the Beneficiary shall be considered not to have survived the Participant as to the interest disclaimed. A disclaimer by a Beneficiary shall not be considered to be a transfer of an interest in violation of any other provisions under this Plan. No other form of attempted disclaimer shall be recognized by the Committee.

8.5.4. Definitions. When used herein and, unless the Participant has otherwise specified in the Participant’s Beneficiary designation, when used in a Beneficiary designation, “issue” means all persons who are lineal descendants of the person whose issue are referred to, subject to the following:

(a) a legally adopted child and the adopted child’s lineal descendants always shall be lineal descendants of each adoptive parent (and of each adoptive parent’s lineal ancestors);

(b) a legally adopted child and the adopted child’s lineal descendants never shall be lineal descendants of any former parent whose parental rights were terminated by the adoption (or of that former parent’s lineal ancestors); except that if, after a child’s parent has died, the child is legally adopted by a stepparent who is the spouse of the child’s surviving parent, the child and the child’s lineal descendants shall remain lineal descendants of the deceased parent (and the deceased parent’s lineal ancestors);

(c) if the person (or a lineal descendant of the person) whose issue are referred to is the parent of a child (or is treated as such under applicable law) but never received the child into that parent’s home and never openly held out the child as that parent’s child (unless doing so was precluded solely by death), then neither the child nor the child’s lineal descendants shall be issue of the person.

“Child” means an issue of the first generation; “per stirpes” means in equal shares among living children of the person whose issue are referred to and the issue (taken collectively) of each deceased child of such person, with such issue taking by right of representation of such deceased child; and “survive” and “surviving” mean living after the death of the Participant.

8.5.5. Special Rules. Unless the Participant has otherwise specified in the Participant’s Beneficiary designation, the following rules shall apply:

(a) If there is not sufficient evidence that a Beneficiary was living at the time of the death of the Participant, it shall be deemed that the Beneficiary was not living at the time of the death of the Participant.

(b) The automatic Beneficiaries specified in Section 8.5.2 and the Beneficiaries designated by the Participant shall become fixed at the time of the Participant’s

death so that, if a Beneficiary survives the Participant but dies before the receipt of all payments due such Beneficiary hereunder, such remaining payments shall be payable to the representative of such Beneficiary’s estate.

(c) If the Participant designates as a Beneficiary the person who is the Participant’s spouse on the date of the designation, either by name or by relationship, or both, the dissolution, annulment or other legal termination of the marriage between the Participant and such person shall automatically revoke such designation. (The foregoing shall not prevent the Participant from designating a former spouse as a Beneficiary on a form executed by the Participant and received by the Committee after the date of the legal termination of the marriage between the Participant and such former spouse, and during the Participant’s lifetime.)

(d) Any designation of a nonspouse Beneficiary by name that is accompanied by a description of relationship to the Participant shall be given effect without regard to whether the relationship to the Participant exists either then or at the Participant’s death.

(e) Any designation of a Beneficiary only by statement of relationship to the Participant shall be effective only to designate the person or persons standing in such relationship to the Participant at the Participant’s death.

The Committee shall be the sole judge of the content, interpretation and validity of a purported Beneficiary designation.

8.6. Death Prior to Full Distribution. If, at the death of the Participant, any payment to the Participant was due or otherwise pending but not actually paid, the amount of such payment shall be included in the Account which is payable to the Beneficiary (and shall not be paid to the Participant’s estate, unless the Participant’s estate is the Beneficiary as determined under Section 8.5.2).

8.7. Facility of Payment. In case of minority, incapacity or legal disability of a Participant or Beneficiary entitled to receive any distribution under this Plan, payment shall be made, if the Committee shall be advised of the existence of such condition:

(a) to the court-appointed guardian or conservator of such Participant or Beneficiary, or

(b) if there is no court-appointed guardian or conservator, to the lawfully authorized representative of the Participant or Beneficiary (and the Committee, in its sole discretion, shall determine whether a person is a lawfully authorized representative for this purpose), or

(c) to an institution entrusted with the care or maintenance of the incapacitated or disabled Participant or Beneficiary, provided such institution has satisfied the Committee, in its sole discretion, that the payment will be used for the best interest and assist in the care of such Participant or Beneficiary, and provided

further, that no prior claim for said payment has been made by a person described in (a) or (b) above.

Any payment made in accordance with the foregoing provisions of this section shall constitute a complete discharge of any liability or obligation of UnitedHealth Group therefor.

8.8. In-Service Distributions.

8.8.1. Pre-Selected In-Service Distributions. Each Participant has the opportunity, when enrolling in the Plan for each Plan Year beginning on or after January 1, 2004, to elect one (1) or more pre-selected in-service distribution dates for all or a portion of the Participant’s Account attributable to cash-based Board Compensation deferrals for such Plan Year (and any investment gains or losses on such deferrals), subject to the following rules:

(a) Such election shall be made through a voice response system (or other written or electronic means) approved by the Committee.

(b) No such distribution will be made before the January 1 of the calendar year that follows the third full Plan Year after the Participant was first eligible to elect a pre-selected in-service distribution from that portion of the Participant’s Account attributable to deferrals for such Plan Year and any subsequent investment gains or losses on such deferrals (e.g., the earliest pre-selected in-service distribution date for any deferrals made in 2004 is January 1, 2007).

(c) A Participant may receive more than one (1) pre-selected in-service distribution from the Participant’s Account in any Plan Year but only if each distribution is attributable to deferrals for different Plan Years. Only one (1) pre-selected in-service distribution may be made in any Plan Year from that portion of the Participant’s Account attributable to deferrals for the same Plan Year.

(d) The Participant who elects a pre-selected in-service distribution date and subsequently experiences a Termination of Directorship will receive such in-service distribution, if the in-service distribution date is prior to the distribution of the Participant’s total Account.

(e) The minimum amount of any pre-selected in-service distribution is One Thousand Dollars ($1,000).

(f) Through a voice response system (or other written or electronic means) approved by the Committee, the Participant may elect to postpone any pre-selected in-service distribution date for at least five (5) years. A pre-selected in-service distribution may be postponed only once. The Participant must file the election with the Committee at least twelve (12) months before the original scheduled date of distribution. Such election shall not take effect until at least twelve (12) months after the date it is filed with the Committee.

(g) A Participant may not cancel any pre-selected in-service distribution from the Participant’s Account.

(h) A Participant may elect to have the amount distributed on any pre-selected distribution date distributed in either a lump sum or in between two and ten annual installments, and if the Participant fails to elect installments such amount shall be paid in a lump sum. The lump sum or first installment shall be actually paid as soon as practicable after such determination (and in any event within the same calendar year as the pre-selected distribution date). If the Participant elects payment in installments, the provisions of Section 8.2(b) (excluding 8.2(b)(ii)) shall apply to such payment as if the Participant had experienced a Termination of Directorship on the pre-selected distribution date.

8.8.2. In-Service Distribution for Unforeseeable Emergency. A Participant who has incurred an unforeseeable emergency may request an in-service distribution from the Participant’s Account if the Committee determines that such distribution is for one of the purposes described in (b) below and the conditions in (b) below have been satisfied.

(a) Election. A Participant may elect in writing to receive distribution of all or part of the Participant’s Account prior to a Termination of Directorship to alleviate an unforeseeable emergency (as defined in (b) below). A Beneficiary of a deceased Participant may also request an early distribution for an unforeseeable emergency.

(b) Unforeseeable Emergency Defined. For purposes of this Section, an “unforeseeable emergency” means a severe financial hardship to the Participant resulting from:

(i) sudden and unexpected illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary or the Participant’s dependent (as defined in section 152 of the Code, without regard to sections 152(b)(1), 152(b)(2) and 152(d)(1)(B) of the Code),

(ii) the loss of the Participant’s property due to casualty, or

(iii) other similar extraordinary and unforeseeable emergency circumstances arising as a result of events beyond the control of the Participant.

Whether a Participant is faced with an unforeseeable emergency will be determined based on the relevant facts and circumstances. To the extent the severe financial hardship is or may be relieved either (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship), (iii) by the cessation of deferrals under this Plan pursuant to Section 3.1.4, then the hardship shall not constitute an unforeseeable emergency for purposes of this Plan, and the amount of distribution permitted under Section 8.8.2(c) shall be reduced accordingly. The amount that a Participant could obtain from a tax qualified retirement plan (including a hardship withdrawal or loan from such a plan) shall not be taken into account in determining the extent to which the hardship may be relieved.

(c) Distribution Amount. The amount of such distribution is limited to the amount reasonably necessary to satisfy the unforeseeable emergency. The amount of such

distribution shall be determined as soon as administratively feasible following the receipt and approval of the request by the Committee or its designee and shall be actually paid as soon as practicable after such approval (and in any event within 30 days after such approval).

8.9. Distributions in Cash. Distributions in Cash or Stock. Unless otherwise determined by the Committee, in its sole discretion, Deferred Stock Units shall be converted into shares of common stock of UnitedHealth Group. All other distributions from this Plan shall be made in cash. Distributions of Deferred Stock Units necessary to satisfy an unforeseeable emergency pursuant to Section 8.8.2 shall be made in cash to the extent permitted by applicable law.

SECTION 9

FUNDING OF PLAN

9.1. Unfunded Plan. The obligation of UnitedHealth Group to make payments under the Plan constitutes only the unsecured (but legally enforceable) promises of UnitedHealth Group to make such payments. No Participant shall have any lien, prior claim or other security interest in any property of UnitedHealth Group. UnitedHealth Group shall have no obligation to establish or maintain any fund, trust or account (other than a bookkeeping account) for the purpose of funding or paying the benefits promised under the Plan. If such a fund, trust or account is established, the property therein shall remain the sole and exclusive property of UnitedHealth Group. UnitedHealth Group shall be obligated to pay the cost of the Plan out of its general assets. All references to accounts, accruals, gains, losses, income, expenses, payments, custodial funds and the like are included merely for the purpose of measuring the obligation of UnitedHealth Group to Participants in the Plan and shall not be construed to impose on UnitedHealth Group the obligation to create any separate fund for purposes of the Plan.

9.2. Corporate Obligation. Neither any officer of UnitedHealth Group nor any member of the Committee in any way secures or guarantees the payment of any benefit or amount which may become due and payable hereunder to or with respect to any Participant. Each Participant and other person entitled at any time to payments hereunder shall look solely to the assets of UnitedHealth Group for such payments as an unsecured, general creditor. After benefits have been paid to or with respect to a Participant and such payment purports to cover in full the benefit hereunder, such former Participant or other person or persons, as the case may be, shall have no further right or interest in any other Plan assets. No person shall be under any liability or responsibility for failure to effect any of the objectives or purposes of this Plan by reason of the insolvency of UnitedHealth Group.

SECTION 10

AMENDMENT AND TERMINATION

10.1. Amendment and Termination. The Committee may unilaterally amend the Plan Statement prospectively, retroactively or both, at any time and for any reason deemed sufficient by it without notice to any person affected by this Plan, and the Board of Directors may terminate this Plan both with regard to persons receiving benefits and persons expecting to receive benefits in the future; provided, however, that:

(a) No Reduction or Delay. The benefit, if any, payable to or with respect to a Participant, whether or not the Participant has had a Termination of Directorship as of the effective date of such amendment, shall not be, without the written consent of the Participant, diminished or delayed by such amendment.

(b) Cash Lump Sum Payment. To the extent permissible under section 409A of the Code and related Treasury regulations and guidance, if the Board of Directors terminates the Plan completely with respect to all Participants, the Board shall have the right, in its sole discretion, and notwithstanding any elections made by Participants, to immediately pay all benefits in a lump sum following such Plan termination or to pay all benefits on any other accelerated payment schedule that is permissible under section 409A of the Code.

10.2. No Oral Amendments. No oral representation concerning the interpretation or effect of the Plan Statement shall be effective to amend the Plan Statement. No amendment of the Plan Statement shall be effective unless it is in writing and signed on behalf of the Committee by a person authorized to execute such writing. No termination of the Plan shall be effective unless it is in writing and signed on behalf of the Board of Directors by a person authorized to execute such writing.

10.3. Plan Binding On Successors. UnitedHealth Group shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise of all or substantially all of the business and/or assets of UnitedHealth Group), by agreement, to expressly assume and agree to perform this Plan Statement in the same manner and to the same extent that UnitedHealth Group would be required to perform it if no such succession had taken place.

10.4 Certain Amendments. The Executive Vice President & Chief People Officer may unilaterally amend the Plan Statement to the same extent, and subject to the same limitations, as the Committee pursuant to Section 10.1; provided, however, that the Executive Vice President & Chief People Officer shall not adopt any amendment that would materially increase the cost of the Plan, or that is required to be adopted by the Board of Directors or the Compensation and Human Resources Committee in order to comply with the requirements of Section 162(m) of the Code or Section 16 of the Securities Exchange Act of 1934. The determination by the Executive Vice President & Chief People Officer that he or she is authorized to adopt an amendment shall be presumed correct and any such amendment adopted by Executive Vice President & Chief People Officer shall be binding on all employees, Participants, Beneficiaries, and other persons claiming a benefit under the Plan.

SECTION 11

DETERMINATIONS — RULES AND REGULATIONS

11.1. Determinations. The Committee shall make such determinations as may be required from time to time in the administration of the Plan. The Committee shall have the discretionary authority and responsibility to interpret and construe the Plan Statement and to determine all factual and legal questions under the Plan, including but not limited to the entitlement of Participants and Beneficiaries, and the amounts of their respective interests. Each interested party

may act and rely upon all information reported to them hereunder and need not inquire into the accuracy thereof, nor be charged with any notice to the contrary.

11.2. Rules and Regulations. Any rule not in conflict or at variance with the provisions hereof may be adopted by the Committee.

11.3. Method of Executing Instruments. Information to be supplied or written notices to be made or consents to be given by the Committee pursuant to any provision of the Plan Statement may be signed in the name of the Committee by any officer who has been authorized to make such certification or to give such notices or consents.

11.4. Claims Procedure. The claims procedure set forth in this Section 11.4 shall be the exclusive administrative procedure for the disposition of claims for benefits arising under the Plan.

11.4.1. Original Claim. Any person may, if he or she so desires, file with the Committee a written claim for benefits under the Plan. Within ninety (90) days after the filing of such a claim, the Committee shall notify the claimant in writing whether the claim is upheld or denied in whole or in part or shall furnish the claimant a written notice describing specific special circumstances requiring a specified amount of additional time (but not more than one hundred eighty (180) days from the date the claim was filed) to reach a decision on the claim. If the claim is denied in whole or in part, the Committee shall state in writing:

(a) the specific reasons for the denial;

(b) the specific references to the pertinent provisions of the Plan Statement on which the denial is based;

(c) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(d) an explanation of the claims review procedure set forth in this section.

11.4.2. Review of Denied Claim. Within sixty (60) days after receipt of notice that the claim has been denied in whole or in part, the claimant may file with the Committee a written request for a review and may, in conjunction therewith, submit written issues and comments. Within sixty (60) days after the filing of such a request for review, the Committee shall notify the claimant in writing whether, upon review, the claim was upheld or denied in whole or in part or shall furnish the claimant a written notice describing specific special circumstances requiring a specified amount of additional time (but not more than one hundred twenty (120) days from the date the request for review was filed) to reach a decision on the request for review. If the claimant wishes to seek further review of the Committee’s decision upon review, the claimant shall submit the claim (or dispute or complaint) to binding arbitration pursuant to the rules of the American Arbitration Association. This is the only right a complainant has for further consideration. The matter must be submitted to binding arbitration within one (1) year of receipt of notice of the Committee’s final decision upon review. The arbitrators shall have no power to award any punitive or exemplary damages or to vary or ignore the provisions of the Plan Statement and shall be bound by controlling law.

11.4.3. General Rules.

(a) No inquiry or question shall be deemed to be a claim or a request for a review of a denied claim unless made in accordance with the claims procedure. The Committee may require that any claim for benefits and any request for a review of a denied claim be filed on forms to be furnished by the Committee upon request.

(b) All decisions on original claims and all decisions on requests for a review of denied claims shall be made by the Committee.

(c) The Committee may, in its discretion, hold one or more hearings on a claim or a request for a review of a denied claim.

(d) A claimant may be represented by a lawyer or other representative (at the claimant’s own expense), but the Committee reserves the right to require the claimant to furnish written authorization. A claimant’s representative shall be entitled, upon request, to copies of all notices given to the claimant.

(e) The decision of the Committee on a claim and a decision of the Committee on a request for a review of a denied claim shall be served on the claimant in writing. If a decision or notice is not received by a claimant within the time specified, the claim or request for a review of a denied claim shall be deemed to have been denied.

(f) Prior to filing a claim or a request for a review of a denied claim, the claimant or his or her representative shall have a reasonable opportunity to review a copy of the Plan Statement and all other pertinent documents in the possession of the Committee.

(g) The Committee may permanently or temporarily delegate its responsibilities under this claims procedure to an individual or a committee of individuals.

11.5. Limitations And Exhaustion.

11.5.1. Limitations. No claim shall be considered under these administrative procedures unless it is filed with the Committee within one (1) year after the claimant knew (or reasonably should have known) of the principal facts on which the claim is based. Every untimely claim shall be denied by the Committee without regard to the merits of the claim. No legal action (whether arising under any statute or non-statutory law) may be brought by any claimant on any matter pertaining to the Plan unless the legal action is commenced in the proper forum before the earlier of:

(a) two (2) years after the claimant knew (or reasonably should have known) of the principal facts on which the claim is based, or

(b) ninety (90) days after the claimant has exhausted these administrative procedures.

Knowledge of all facts that a Participant knew (or reasonably should have known) shall be imputed to each claimant who is or claims to be a Beneficiary of the Participant (or otherwise

claims to derive an entitlement by reference to a Participant) for the purpose of applying the one (1) year and two (2) year periods.

11.5.2. Exhaustion Required. The exhaustion of these administrative procedures is mandatory for resolving every claim and dispute arising under the Plan. As to such claims and disputes:

(a) no claimant shall be permitted to commence any legal action relating to any such claim or dispute (whether arising under any statute or non-statutory law) unless a timely claim has been filed under these administrative procedures and these administrative procedures have been exhausted; and

(b) in any such legal action all explicit and implicit determinations by the Committee (including, but not limited to, determinations as to whether the claim was timely filed) shall be afforded the maximum deference permitted by law.

SECTION 12

PLAN ADMINISTRATION

12.1. Officers. Except as hereinafter provided, functions generally assigned to UnitedHealth Group shall be discharged by its officers or delegated and allocated as provided herein.

12.2. Chief Executive Officer. Except as hereinafter provided, the Chief Executive Officer of UnitedHealth Group may delegate or redelegate and allocate and reallocate to one or more persons or to a committee of persons jointly or severally, and whether or not such persons are directors, officers or employees, such functions assigned to UnitedHealth Group generally hereunder as he or she may from time to time deem advisable.

12.3. Board Of Directors. Notwithstanding the foregoing, the Board of Directors shall have the sole authority to terminate the Plan.

12.4. Committee. The Committee shall:

(a) keep a record of all its proceedings and acts and keep all books of account, records and other data as may be necessary for the proper administration of the Plan; notify UnitedHealth Group of any action taken by the Committee and, when required, notify any other interested person or persons;

(b) determine from the records of UnitedHealth Group the compensation, status and other facts regarding Participants;

(c) prescribe forms to be used for distributions, notifications, etc., as may be required in the administration of the Plan;

(d) set up such rules, applicable to all Participants similarly situated, as are deemed necessary to carry out the terms of this Plan Statement;

(e) perform all other acts reasonably necessary for administering the Plan and carrying out the provisions of this Plan Statement and performing the duties imposed on it by the Board of Directors;

(f) resolve all questions of administration of the Plan not specifically referred to in this section;

(g) provide adequate notice in writing to any claimant whose claim for benefits under the Plan has been denied, setting forth the specific reasons for such denial, written in a manner calculated to be understood by the claimant; and

(h) delegate or redelegate to one or more persons, jointly or severally, and whether or not such persons are members of the Committee or employees of UnitedHealth Group, such functions assigned to the Committee hereunder as it may from time to time deem advisable.

If there shall at any time be three (3) or more members of the Committee serving hereunder who are qualified to perform a particular act, the same may be performed, on behalf of all, by a majority of those qualified, with or without the concurrence of the minority. No person who failed to join or concur in such act shall be held liable for the consequences thereof.

12.5. Delegation. The Board of Directors and the members of the Committee shall not be liable for an act or omission of another person with regard to a responsibility that has been allocated to or delegated to such other person pursuant to the terms of the Plan Statement or pursuant to procedures set forth in the Plan Statement.

12.6. Conflict of Interest. If any individual to whom authority has been delegated or redelegated hereunder shall also be a Participant in the Plan, such Participant shall have no authority with respect to any matter specially affecting such Participant’s individual rights hereunder (as distinguished from the rights of all Participants and Beneficiaries or a broad class of Participants and Beneficiaries), all such authority being reserved exclusively to other individuals as the case may be, to the exclusion of such Participant, and such Participant shall act only in such Participant’s individual capacity in connection with any such matter.

12.7. Service of Process. In the absence of any designation to the contrary by the Committee, the General Counsel of UnitedHealth Group is designated as the appropriate and exclusive agent for the receipt of process directed to this Plan in any legal proceeding, including arbitration, involving the Plan.

12.8. Expenses. The expenses of administering this Plan shall be payable out of the trust fund, if any, established for this Plan except to the extent that UnitedHealth Group, in its discretion, directly pays the expenses. If no such trust fund exists, UnitedHealth Group shall pay such expenses.

12.9. Certifications. Information to be supplied or written notices to be made or consents to be given by the Committee pursuant to any provision of this Plan Statement may be signed in the name of the Committee by any officer who has been authorized to make such certification or to give such notices or consents.

12.10. Errors In Computations. UnitedHealth Group shall not be liable or responsible for any error in the computation of the Account or the determination of any benefit payable to or with respect to any Participant resulting from any misstatement of fact made by the Participant or by or on behalf of any survivor to whom such benefit shall be payable, directly or indirectly, to UnitedHealth Group and used by the Committee in determining the benefit. The Committee shall not be obligated or required to increase the benefit payable to or with respect to such Participant which, on discovery of the misstatement, is found to be understated as a result of such misstatement of the Participant. However, the benefit of any Participant which is overstated by reason of any such misstatement or any other reason shall be reduced to the amount appropriate in view of the truth (and to recover any prior overpayment).

SECTION 13

CONSTRUCTION

13.1. Applicable Laws.

13.1.1. ERISA Status. Since no employee of UnitedHealth Group or any affiliate may actively participate in this Plan (see Sections 2 and 3.3), this Plan is not subject to regulation under the Employee Retirement Income Security Act of 1974 (“ERISA”).

13.1.2. IRC Status. The Plan is intended to be a nonqualified, unfunded, deferred compensation arrangement.

13.1.3. References to Laws. Any reference in the Plan Statement to a statute or regulation shall be considered also to mean and refer to any subsequent amendment or replacement of that statute or regulation.

13.2. Effect on Other Plans. This Plan Statement shall not alter, enlarge or diminish any person’s rights or obligations under any other benefit plan for members of the Board of Directors.

13.3. Disqualification. Notwithstanding any other provision of the Plan Statement or any election or designation made under the Plan, any potential Beneficiary who feloniously and intentionally kills a Participant shall be deemed for all purposes of the Plan and all elections and designations made under the Plan to have died before such Participant. A final judgment of conviction of felonious and intentional killing is conclusive for this purpose. In the absence of a conviction of felonious and intentional killing, the Committee shall determine whether the killing was felonious and intentional for this purpose.

13.4. Rules of Document Construction.

(a) Whenever appropriate, words used herein in the singular may be read in the plural, or words used herein in the plural may be read in the singular; the masculine may include the feminine; and the words “hereof,” “herein” or “hereunder” or other similar compounds of the word “here” shall mean and refer to the entire Plan Statement and not to any particular paragraph or Section of the Plan Statement unless the context clearly indicates to the contrary.

(b) The titles given to the various Sections of the Plan Statement are inserted for convenience of reference only and are not part of the Plan Statement, and they shall not be considered in determining the purpose, meaning or intent of any provision hereof.

(c) Notwithstanding anything apparently to the contrary contained in the Plan Statement, the Plan Statement shall be construed and administered to prevent the duplication of benefits provided under the Plan and any other plan maintained in whole or in part by UnitedHealth Group.

13.5. Choice of Law. This instrument has been executed and delivered in the State of Minnesota and has been drawn in conformity to the laws of that State and shall be construed and enforced in accordance with the laws of the State of Minnesota.

13.6. Section 409A. It is intended that any amounts payable under this Plan shall comply with Section 409A of the Code (including Treasury Regulations and other published guidance related thereto) so as not to subject Participants to payment of any additional tax, penalty, or interest imposed under Section 409A of the Code. The Plan shall be construed in a manner to give effect to such intention. In no event whatsoever shall UnitedHealth Group and/or any of its affiliates be liable for any tax, interest or penalties that may be imposed on any Participant (or any Participant’s estate) under Section 409A of the Code. Neither UnitedHealth Group and/or any of its affiliates shall have any obligation to indemnify or otherwise hold a Participant (or any Participant’s estate) harmless from any or all such taxes, interest or penalties, or liability for any damages related thereto.

Document

Exhibit 10.31

Execution Version

AVERY PARENT HOLDINGS, INC.

2020 STOCK OPTION AND GRANT PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Avery Parent Holdings, Inc. 2020 Stock Option and Grant Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of Avery Parent Holdings, Inc., a Delaware corporation (including any successor entity, the “Company”), and its Subsidiaries, upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business, to acquire a proprietary interest in the Company.

The following terms shall be defined as set forth below:

“Adjustment Date” means each of the first, second, third and fourth anniversaries of May 15, 2020.

“Affiliate” of any Person means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the first mentioned Person. A Person shall be deemed to control another Person if such first Person possesses directly or indirectly the power to direct, or cause the direction of, the management and policies of the second Person, whether through the ownership of voting securities, by contract or otherwise.

“Award” or “Awards,” except where referring to a particular category of grant under the Plan, shall include incentive Stock Options, Non-Qualified Stock Options, Restricted Stock Awards, Unrestricted Stock Awards, Restricted Stock Units or any combination of the foregoing.

“Award Agreement” means a written or electronic agreement setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award Agreement may contain terms and conditions in addition to those set forth in the Plan; provided, however, in the event of any conflict in the terms of the Plan and the Award Agreement, the terms of the Plan shall govern.

“Board” means the Board of Directors of the Company.

“Cause” shall have the meaning as set forth in the Award Agreement(s). In the case that any Award Agreement does not contain a definition of “Cause,” it shall mean (i) the grantee’s dishonest statements or acts with respect to the Company or any Affiliate of the Company, or any current or prospective customers, suppliers vendors or other third parties with which such entity does business; (ii) the grantee’s commission of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) the grantee’s failure to perform his assigned duties and responsibilities to the reasonable satisfaction of the Company which failure continues, in the reasonable judgment of the Company, after written notice given to the grantee by the Company; (iv) the grantee’s gross negligence, willful misconduct or insubordination with respect to the Company or any Affiliate of the Company; or (v) the grantee’s material violation of any provision of any agreement(s) between the grantee and the Company relating to noncompetition, nonsolicitation, nondisclosure and/or assignment of inventions.

“Company Charter” means the Amended and Restated Certificate of Incorporation of the Company (as amended, modified or supplemented from time to time).

“Chief Executive Officer” means the Chief Executive Officer of the Company or, if there is no Chief Executive Officer, then the President of the Company.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.

“Committee” means the Committee of the Board referred to in Section 2.

“Consultant” means any natural person that provides bona fide services to the Company (including a Subsidiary), and such services are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities.

“Disability” means “disability” as defined in Section 422(c) of the Code.

“Effective Date” means the date on which the Plan is adopted as set forth on the final page of the Plan.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“Fair Market Value” of the Stock on any given date means the fair market value of the Stock determined in good faith by the Committee based on the reasonable application of a reasonable valuation method not inconsistent with Section 409A of the Code. If the Stock is admitted to trade on a national securities exchange, the determination shall be made by reference to the closing price reported on such exchange. If there is no closing price for such date, the determination shall be made by reference to the last date preceding such date for which there is a closing price. If the date for which Fair Market Value is determined is the first day when trading prices for the Stock are reported on a national securities exchange, the Fair Market Value shall be the “Price to the Public” (or equivalent) set forth on the cover page for the final prospectus relating to the Company’s Initial Public Offering.

“Good Reason” shall have the meaning as set forth in the Award Agreement(s). In the case that any Award Agreement does not contain a definition of “Good Reason,” it shall mean (i) a material diminution in the grantee’s base salary except for across-the-board salary reductions similarly affecting all or substantially all similarly situated employees of the Company or (ii) a change of more than 50 miles in the geographic location at which the grantee provides services to the Company, so long as the grantee provides at least 90 days’ notice to the Company following the initial occurrence of any such event and the Company fails to cure such event within 30 days thereafter.

“Grant Date” means the date that the Committee designates in its approval of an Award in accordance with applicable law as the date on which the Award is granted, which date may not precede the date of such Committee approval.

“Holder” means, with respect to an Award or any Shares, the Person holding such Award or Shares, including the initial recipient of the Award or any transferee as permitted under Section 9(a).

“Incentive Stock Option” means any Stock Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code.

“Initial Public Offering” means the consummation of the first firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer

and sale by the Company of its equity securities, as a result of or following which the Stock shall be publicly held.

“Non-Qualified Stock Option” means any Stock Option that is not an Incentive Stock Option.

“Option” or “Stock Option” means any option to purchase shares of Stock granted pursuant to Section 5.

“Person” shall mean any individual, corporation, partnership (limited or general), limited liability company, limited liability partnership, association, trust, joint venture, unincorporated organization or any similar entity.

“Restricted Stock Award” means Awards granted pursuant to Section 6 and “Restricted Stock” means Shares issued pursuant to such Awards.

“Restricted Stock Unit” means an Award of phantom stock units to a grantee, which may be settled in cash or Shares as determined by the Committee, pursuant to Section 8.

“Sale Event” means the consummation of (i) the dissolution or liquidation of the Company, (ii) a transaction that qualifies as a “Sale” (as defined in the Company Charter), (iii) the acquisition of all or a majority of the outstanding voting stock of the Company in a single transaction or a series of related transactions by a Person or group of Persons, or (iv) any other acquisition of the business of the Company, as determined by the Board; provided, however, that the Company’s Initial Public Offering, any subsequent public offering or another capital raising event, or a merger effected solely to change the Company’s domicile shall not constitute a “Sale Event.”

“Section 409A” means Section 409A of the Code and the regulations and other guidance promulgated thereunder.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

“Service Relationship” means any relationship as a full-time employee, part-time employee, director or other key person (including Consultants) of the Company or any Subsidiary or any successor entity (e.g., a Service Relationship shall be deemed to continue without interruption in the event an individual’s status changes from full-time employee to part-time employee or Consultant).

“Shares” means shares of Stock.

“Stock” means the Series A Common Stock, par value $0.001 per share, of the Company.

“Subsidiary” means any corporation or entity (other than the Company) in which the Company has more than a 50 percent interest, either directly or indirectly.

“Ten Percent Owner” means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than ten percent of the combined voting power of all classes of stock of the Company or any parent of the Company or any Subsidiary.

“Termination Event” means the termination of the Award recipient’s Service Relationship with the Company and its Subsidiaries for any reason whatsoever, regardless of the circumstances thereof, and including, without limitation, upon death, disability, retirement, discharge or resignation for any reason,

whether voluntarily or involuntarily. The following shall not constitute a Termination Event: (i) a transfer to the service of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another Subsidiary or (ii) an approved leave of absence for military service or sickness, or for any other purpose approved by the Committee, if the individual’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Committee otherwise so provides in writing.

“Unrestricted Stock Award” means any Award granted pursuant to Section 7 and “Unrestricted Stock” means Shares issued pursuant to such Awards.

SECTION 2. ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS

(a) Administration of Plan. The Plan shall be administered by the Board, or at the discretion of the Board, by a committee of the Board, comprised of not less than two directors. All references herein to the “Committee” shall be deemed to refer to the group then responsible for administration of the Plan at the relevant time (i.e. either the Board of Directors or a committee or committees of the Board, as applicable).

(b) Powers of Committee. The Committee shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority:

(i)    to select the individuals to whom Awards may from time to time be granted;

(ii)    to determine the time or times of grant, and the amount, if any, of Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock Awards, Unrestricted Stock Awards, Restricted Stock Units, or any combination of the foregoing, granted to any one or more grantees;

(iii)    to determine the number of Shares to be covered by any Award and, subject to the provisions of the Plan, the price, exercise price, conversion ratio or other price relating thereto;

(iv)    to determine and, subject to Section 12, to modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the form of Award Agreements;

(v)    to accelerate at any time the exercisability or vesting of all or any portion of any Award;

(vi)    to impose any limitations on Awards, including limitations on transfers, repurchase provisions and the like, and to exercise repurchase rights or obligations;

(vii)    subject to Section 5(a)(ii) and any restrictions imposed by Section 409A, to extend at any time the period in which Stock Options may be exercised; and

(viii)    at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including Award Agreements); to make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan.

All decisions and interpretations of the Committee shall be binding on all persons, including the Company and all Holders.

(c) Indemnification. Neither the Board nor the Committee, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Committee (and any delegate thereto) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under the Company’s governing documents, including the Company Charter or its bylaws, or any directors’ and officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification agreement between such individual and the Company.

(d) Foreign Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and any Subsidiary operate or have employees or other individuals eligible for Awards, the Committee, in its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries, if any, shall be covered by the Plan; (ii) determine which individuals, if any, outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws; (iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent the Committee determines such actions to be necessary or advisable (and such subplans and or modifications shall be attached to the Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitation contained in Section 3(a) hereof; and (v) take any action, before or after an Award is made, that the Committee determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals.

SECTION 3. STOCK ISSUABLE UNDER THE PLAN; MERGERS AND OTHER TRANSACTIONS; SUBSTITUTION

(a)    Stock Issuable. The maximum number of Shares reserved and available for issuance under the Plan following the Effective Date shall be 1,380,517 Shares (the "Available Shares"), provided that on each Adjustment Date, the number of Available Shares shall be increased or decreased by the amount necessary so that the number of Available Shares is equal to 10% of the total number of fully diluted shares of Series A Common Stock on the applicable Adjustment Date; provided, however, that no such adjustment shall cause the number of shares of Series A Common Stock that shall be reserved and available for issuance under the Plan to be less than the number of shares of Series A Common Stock underlying awards outstanding under the Plan as of the applicable Adjustment Date; provided, further, however, that the 965,152 Shares subject to Awards outstanding under the Plan as of the Effective Date shall not be counted against the number of Available Shares but such Awards shall, for the avoidance of doubt, be subject to the terms and conditions of the Plan. In addition, the maximum number of Shares reserved and available for issuance under the Plan, as described in the preceding sentence, shall be subject to adjustment as provided in Section 3(b). For purposes of this limitation, the Shares underlying any Awards that are forfeited, canceled, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other than by exercise) and Shares that are withheld upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding shall be added back to the Shares available for issuance under the Plan. Subject to such overall limitations, Shares may be issued up to such maximum number pursuant to any type or types of Award, and no more than 1,380,517 Shares may be issued pursuant to Incentive Stock Options. The Shares available for issuance under the Plan may be authorized but unissued Shares or Shares reacquired by the Company.

(b)    Changes in Stock. Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding Shares are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional Shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such Shares or other securities, in each case, without the receipt of consideration by the Company, or, if, as a result of any merger or consolidation, or sale of all or substantially all of the assets of the Company, the outstanding Shares are converted into or exchanged for other securities of the Company or any successor entity (or a parent or subsidiary thereof), the Committee shall make an appropriate and proportionate adjustment in (i) the maximum number of Shares reserved for issuance under the Plan, (ii) the number and kind of Shares or other securities subject to any then outstanding Awards under the Plan, (iii) the repurchase price, if any, per Share subject to each outstanding Award, and (iv) the exercise price for each Share subject to any then outstanding Stock Options under the Plan, without changing the aggregate exercise price (i.e. the exercise price multiplied by the number of Stock Options) as to which such Stock Options remain exercisable. The Committee shall in any event make such adjustments as may be required by Section 25102(o) of the California Corporation Code and the rules and regulations promulgated thereunder. The adjustment by the Committee shall be final, binding and conclusive. No fractional Shares shall be issued under the Plan resulting from any such adjustment, but the Committee in its discretion may make a cash payment in lieu of fractional shares.

(c) Sale Events.

(i) Options.

(A)    In the case of and subject to the consummation of a Sale Event, the Plan and all outstanding Options issued hereunder shall terminate upon the effective time of any such Sale Event unless assumed or continued by the successor entity, or new stock options or other awards of the successor entity or parent thereof are substituted therefor, with an equitable or proportionate adjustment as to the number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall agree (after taking into account any acceleration hereunder and/or pursuant to the terms of any Award Agreement).

(B)    In the event of the termination of the Plan and all outstanding Options issued hereunder pursuant to Section 3(c), each Holder of Options shall be permitted, within a period of time prior to the consummation of the Sale Event as specified by the Committee, to exercise all such Options which are then exercisable or will become exercisable as of the effective time of the Sale Event; provided, however, that the exercise of Options not exercisable prior to the Sale Event shall be subject to the consummation of the Sale Event.

(C)    Notwithstanding anything to the contrary in Section 3(c)(i)(A), in the event of a Sale Event, the Company shall have the right, but not the obligation, to make or provide for a cash payment to the Holders of Options, without any consent of the Holders, in exchange for the cancellation thereof, in an amount equal to the difference between (A) the value as determined by the Committee of the consideration payable per share of Stock pursuant to the Sale Event (the “Sale Price”) times the number of Shares subject to outstanding Options being cancelled (to the extent then vested and exercisable, including by reason of acceleration in connection with such Sale Event, at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding vested and exercisable Options.

(ii) Restricted Stock and Restricted Stock Unit Awards.

(A)    In the case of and subject to the consummation of a Sale Event, all unvested Restricted Stock and unvested Restricted Stock Unit Awards (other than those becoming vested as a result of the Sale Event) issued hereunder shall be forfeited immediately prior to the effective time of any such Sale Event unless assumed or continued by the successor entity, or awards of the successor entity or parent thereof are substituted therefor, with an equitable or proportionate adjustment as to the number and kind of shares subject to such awards as such parties shall agree (after taking into account any acceleration hereunder and/or pursuant to the terms of any Award Agreement).

(B)    In the event of the forfeiture of Restricted Stock pursuant to Section 3(c)(ii)(A), such Restricted Stock shall be repurchased from the Holder thereof at a price per share equal to the original per share purchase price paid by the Holder (subject to adjustment as provided in Section 3(b)) for such Shares.

(C)    Notwithstanding anything to the contrary in Section 3(c)(ii)(A), in the event of a Sale Event, the Company shall have the right, but not the obligation, to make or provide for a cash payment to the Holders of Restricted Stock or Restricted Stock Unit Awards, without consent of the Holders, in exchange for the cancellation thereof, in an amount equal to the Sale Price times the number of Shares subject to such Awards, to be paid at the time of such Sale Event or upon the later vesting of such Awards.

SECTION 4. ELIGIBILITY

Grantees under the Plan will be such full or part-time officers and other employees, directors, Consultants and key persons of the Company and any Subsidiary who are selected from time to time by the Committee in its sole discretion; provided, however, that Awards shall be granted only to those individuals described in Rule 701(c) of the Securities Act.

SECTION 5. STOCK OPTIONS

Upon the grant of a Stock Option, the Company and the grantee shall enter into an Award Agreement. The terms and conditions of each such Award Agreement shall be determined by the Committee, and such terms and conditions may differ among individual Awards and grantees.

Stock Options granted under the Plan may be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only to employees of the Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code. To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option.

(a) Terms of Stock Options. The Committee in its discretion may grant Stock Options to those individuals who meet the eligibility requirements of Section 4. Stock Options shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable.

(i)    Exercise Price. The exercise price per share for the Shares covered by a Stock Option shall be determined by the Committee at the time of grant but shall not be less than 100 percent of the Fair Market Value on the Grant Date. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the exercise price per share for the Shares covered by such Incentive Stock Option shall not be less than 110 percent of the Fair Market Value on the Grant Date.

(ii)    Option Term. The term of each Stock Option shall be fixed by the Committee, but no Stock Option shall be exercisable more than ten years from the Grant Date. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the term of such Stock Option shall be no more than five years from the Grant Date.

(iii)    Exercisability; Rights of a Stockholder. Stock Options shall become exercisable and/or vested at such time or times, whether or not in installments, as shall be determined by the Committee at or after the Grant Date. The Award Agreement may permit a grantee to exercise all or a portion of a Stock Option immediately at grant; provided that the Shares issued upon such exercise shall be subject to restrictions and a vesting schedule identical to the vesting schedule of the related Stock Option, such Shares shall be deemed to be Restricted Stock for purposes of the Plan, and the optionee may be required to enter into an additional or new Award Agreement as a condition to exercise of such Stock Option. An optionee shall have the rights of a stockholder only as to Shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options. An optionee shall not be deemed to have acquired any Shares unless and until a Stock Option shall have been exercised pursuant to the terms of the Award Agreement and this Plan and the optionee’s name has been entered on the books of the Company as a stockholder.

(iv) Method of Exercise. Stock Options may be exercised by an optionee in whole or in part by the optionee giving written or electronic notice of exercise to the Company, specifying the number of Shares to be purchased. Payment of the purchase price may be made by one or more of the following methods (or any combination thereof) to the extent provided in the Award Agreement:

(A)    In cash, by certified or bank check, by wire transfer of immediately available funds, or other instrument acceptable to the Committee;

(B)    If permitted by the Committee, by the optionee delivering to the Company a promissory note, if the Board has expressly authorized the loan of funds to the optionee for the purpose of enabling or assisting the optionee to effect the exercise of his or her Stock Option; provided, that at least so much of the exercise price as represents the par value of the Stock shall be paid in cash if required by state law;

(C)    If permitted by the Committee and the Initial Public Offering has occurred (or the Stock otherwise becomes publicly-traded), through the delivery (or attestation to the ownership) of Shares that have been purchased by the optionee on the open market or that are beneficially owned by the optionee and are not then subject to restrictions under any Company plan. To the extent required to avoid variable accounting treatment under ASC 718 or other applicable accounting rules, such surrendered Shares if originally purchased from the Company shall have been owned by the optionee for at least six months. Such surrendered Shares shall be valued at Fair Market Value on the exercise date;

(D)    If permitted by the Committee and the Initial Public Offering has occurred (or the Stock otherwise becomes publicly-traded), by the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure; or

(E)    If permitted by the Committee, and only with respect to Stock Options that are not Incentive Stock Options, by a “net exercise” arrangement pursuant to which the Company

will reduce the number of Shares issuable upon exercise by the largest whole number of Shares with a Fair Market Value that does not exceed the aggregate exercise price.

Payment instruments will be received subject to collection. No certificates for Shares so purchased will be issued to the optionee or, with respect to uncertificated Stock, no transfer to the optionee on the records of the Company will take place, until the Company has completed all steps it has deemed necessary to satisfy legal requirements relating to title issuance and sale of the Shares, which steps may include, without limitation, (i) receipt of a representation from the optionee at the time of exercise of the Option that the optionee is purchasing the Shares for the optionee’s own account and not with a view to any sale or distribution of the Shares or other representations relating to compliance with applicable law governing the issuance of securities, (ii) the legending of the certificate (or notation on any book entry) representing the Shares to evidence the foregoing restrictions, and (iii) obtaining from optionee payment or provision for all withholding taxes due as a result of the exercise of the Option. The delivery of certificates representing the shares of Stock (or the transfer to the optionee on the records of the Company with respect to uncertificated Stock) to be purchased pursuant to the exercise of a Stock Option will be contingent upon (A) receipt from the optionee (or a purchaser acting in his or her stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such Shares and the fulfillment of any other requirements contained in the Award Agreement or applicable provisions of laws and (B) if required by the Company, the optionee shall have entered into any stockholders agreements or other agreements with the Company and/or certain other of the Company’s stockholders relating to the Stock. In the event an optionee chooses to pay the purchase price by previously-owned Shares through the attestation method, the number of Shares transferred to the optionee upon the exercise of the Stock Option shall be net of the number of Shares attested to.

(b)    Annual Limit on Incentive Stock Options. To the extent required for “incentive stock option” treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the Grant Date) of the Shares with respect to which Incentive Stock Options granted under the Plan and any other plan of the Company or its parent and any Subsidiary that become exercisable for the first time by an optionee during any calendar year shall not exceed $100,000 or such other limit as may be in effect from time to time under Section 422 of the Code. To the extent that any Stock Option exceeds this limit, it shall constitute a Non-Qualified Stock Option.

(c)    Termination. Any portion of a Stock Option that is not vested and exercisable on the date of termination of an optionee’s Service Relationship shall immediately expire and be null and void. Once any portion of the Stock Option becomes vested and exercisable, the optionee’s right to exercise such portion of the Stock Option (or the optionee’s representatives and legatees as applicable) in the event of a termination of the optionee’s Service Relationship shall continue until the earliest of: (i) the date which is: (A) 12 months following the date on which the optionee’s Service Relationship terminates due to death or Disability (or such longer period of time as determined by the Committee and set forth in the applicable Award Agreement), or (B) three months following the date on which the optionee’s Service Relationship terminates if the termination is due to any reason other than death or Disability (or such longer period of time as determined by the Committee and set forth in the applicable Award Agreement), or (ii) the Expiration Date set forth in the Award Agreement; provided that notwithstanding the foregoing, an Award Agreement may provide that if the optionee’s Service Relationship is terminated for Cause, the Stock Option shall terminate immediately and be null and void upon the date of the optionee’s termination and shall not thereafter be exercisable.

SECTION 6. RESTRICTED STOCK AWARDS

(a)    Nature of Restricted Stock Awards. The Committee may in its sole discretion, grant (or sell at par value or such other purchase price determined by the Committee) to an eligible individual

under Section 4 hereof a Restricted Stock Award under the Plan. The Committee shall determine the restrictions and conditions applicable to each Restricted Stock Award at the time of grant. Conditions may be based on continuing employment (or other Service Relationship), achievement of pre-established performance goals and objectives and/or such other criteria, as the Committee may determine. Upon the grant of a Restricted Stock Award, the Company and the grantee shall enter into an Award Agreement. The terms and conditions of each such Award Agreement shall be determined by the Committee, and such terms and conditions may differ among individual Awards and grantees.

(b)    Rights as a Stockholder. Upon the grant of the Restricted Stock Award and payment of any applicable purchase price, a grantee of Restricted Stock shall be considered the record owner of and shall be entitled to vote the Restricted Stock if, and to the extent, such Shares are entitled to voting rights, subject to such conditions contained in the Award Agreement. The grantee shall be entitled to receive all dividends and any other distributions declared on the Shares; provided, however, that the Company is under no duty to declare any such dividends or to make any such distribution. Unless the Committee shall otherwise determine, certificates evidencing the Restricted Stock shall remain in the possession of the Company until such Restricted Stock is vested as provided in subsection (d) below of this Section, and the grantee shall be required, as a condition of the grant, to deliver to the Company a stock power endorsed in blank and such other instruments of transfer as the Committee may prescribe.

(c)    Restrictions. Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein or in the Award Agreement. Except as may otherwise be provided by the Committee either in the Award Agreement or, subject to Section 12 below, in writing after the Award Agreement is issued, if a grantee’s Service Relationship with the Company and any Subsidiary terminates, the Company or its assigns shall have the right, as may be specified in the relevant instrument, to repurchase some or all of the Shares subject to the Award at such purchase price as is set forth in the Award Agreement.

(d)    Vesting of Restricted Stock. The Committee at the time of grant shall specify in the Award Agreement the date or dates and/or the attainment of pre-established performance goals, objectives and other conditions on which the substantial risk of forfeiture imposed shall lapse and the Restricted Stock shall become vested, subject to such further rights of the Company or its assigns as may be specified in the Award Agreement.

SECTION 7. UNRESTRICTED STOCK AWARDS

The Committee may, in its sole discretion, grant (or sell at par value or such other purchase price determined by the Committee) to an eligible person under Section 4 hereof an Unrestricted Stock Award under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other valid consideration, or in lieu of cash compensation due to such grantee.

SECTION 8. RESTRICTED STOCK UNITS

(a)    Nature of Restricted Stock Units. The Committee may, in its sole discretion, grant to an eligible person under Section 4 hereof Restricted Stock Units under the Plan. The Committee shall determine the restrictions and conditions applicable to each Restricted Stock Unit at the time of grant. Vesting conditions may be based on continuing employment (or other Service Relationship), achievement of pre-established performance goals and objectives and/or other such criteria as the Committee may determine. Upon the grant of Restricted Stock Units, the grantee and the Company shall enter into an Award Agreement. The terms and conditions of each such Award Agreement shall be determined by the Committee and may differ among individual Awards and grantees. On or promptly following the vesting date or dates applicable to any Restricted Stock Unit, but in no event later than March 15 of the year

following the year in which such vesting occurs, such Restricted Stock Unit(s) shall be settled in the form of cash or shares of Stock, as specified in the Award Agreement. Restricted Stock Units may not be sold, assigned, transferred, pledged, or otherwise encumbered or disposed of.

(b)    Rights as a Stockholder. A grantee shall have the rights of a stockholder only as to Shares, if any, acquired upon settlement of Restricted Stock Units. A grantee shall not be deemed to have acquired any such Shares unless and until the Restricted Stock Units shall have been settled in Shares pursuant to the terms of the Plan and the Award Agreement, the Company shall have issued and delivered a certificate representing the Shares to the grantee (or transferred on the records of the Company with respect to uncertificated stock), and the grantee’s name has been entered in the books of the Company as a stockholder.

(c) Termination. Except as may otherwise be provided by the Committee either in the Award Agreement or in writing after the Award Agreement is issued, a grantee’s right in all Restricted Stock Units that have not vested shall automatically terminate upon the grantee’s cessation of Service Relationship with the Company and any Subsidiary for any reason.

SECTION 9. TRANSFER RESTRICTIONS; COMPANY RIGHT OF FIRST REFUSAL; COMPANY REPURCHASE RIGHTS

(a) Non-Transferability of Stock Options. Stock Options and, prior to exercise, the Shares issuable upon exercise of such Stock Option, shall not be transferable by the optionee otherwise than by will, or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the optionee’s lifetime, only by the optionee, or by the optionee’s legal representative or guardian in the event of the optionee’s incapacity. Notwithstanding the foregoing, the Committee, in its sole discretion, may provide in the Award Agreement regarding a given Stock Option that the optionee may transfer by gift, without consideration for the transfer, his or her Non-Qualified Stock Options to his or her family members (as defined in Rule 701 of the Securities Act), to trusts for the benefit of such family members, or to partnerships in which such family members are the only partners (to the extent such trusts or partnerships are considered “family members” for purposes of Rule 701 of the Securities Act), provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of this Plan and the applicable Award Agreement, including the execution of a stock power upon the issuance of Shares. Stock Options, and the Shares issuable upon exercise of such Stock Options, shall be restricted as to any pledge, hypothecation, or other transfer, including any short position, any “put equivalent position” (as defined in the Exchange Act) or any “call equivalent position” (as defined in the Exchange Act) prior to exercise.

(b) Right of First Refusal. In the event that a Holder desires at any time to sell or otherwise transfer all or any part of his or her Shares (other than shares of Restricted Stock which by their terms are not transferrable), the Holder first shall give written notice to the Company of the Holder’s intention to make such transfer. Such notice shall state the number of Shares that the Holder proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Holder within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 9(b), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Holder. In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Holder shall be required to pay a transaction processing fee of

$10,000 to the Company (unless waived by the Committee) and then may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Holder’s notice. Any Shares not sold to the proposed transferee shall remain subject to the Plan. If the Holder is a party to any stockholders agreements or other agreements with the Company and/or certain other of the Company’s stockholders relating to the Shares, (i) the transferring Holder shall comply with the requirements of such stockholders agreements or other agreements relating to any proposed transfer of the Offered Shares, and (ii) any proposed transferee that purchases Offered Shares shall enter into such stockholders agreements or other agreements with the Company and or certain of the Company’s stockholders relating to the Offered Shares on the same terms and in the same capacity as the transferring Holder.

(c) Company’s Right of Repurchase.

(i)    Right of Repurchase for Unvested Shares Issued Upon the Exercise of an Option. Upon a Termination Event, the Company or its assigns shall have the right and option to repurchase from a Holder of Shares acquired upon exercise of a Stock Option which are still subject to a risk of forfeiture as of the Termination Event. Such repurchase rights may be exercised by the Company within the later of (A) six months following the date of such Termination Event or (B) seven months after the acquisition of Shares upon exercise of a Stock Option. The repurchase price shall be equal to the lower of the original per share price paid by the Holder, subject to adjustment as provided in Section 3(b) of the Plan, or the current Fair Market Value of such Shares as of the date the Company elects to exercise its repurchase rights.

(ii)    Right of Repurchase With Respect to Restricted Stock. Upon a Termination Event, the Company or its assigns shall have the right and option to repurchase from a Holder of Shares received pursuant to a Restricted Stock Award any Shares that are still subject to a risk of forfeiture as of the Termination Event. Such repurchase right may be exercised by the Company within six months following the date of such Termination Event. The repurchase price shall be the lower of the original per share purchase price paid by the Holder, subject to adjustment as provided in Section 3(b) of the Plan, or the current Fair Market Value of such Shares as of the date the Company elects to exercise its purchase rights.

(iii)    Procedure. Any repurchase right of the Company shall be exercised by the Company or its assigns by giving the Holder written notice on or before the last day of the repurchase period of its intention to exercise such repurchase right. Upon such notification, the Holder shall promptly surrender to the Company, free and clear of any liens or encumbrances, any certificates representing the Shares being purchased, together with a duly executed stock power for the transfer of such Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt of the certificates from the Holder the Company or its assignee or assignees shall deliver to him, her or them a check for the applicable repurchase price; provided however, that the Company may pay the repurchase price by offsetting and canceling any indebtedness then owed by the Holder to the Company.

(d) Drag-Along Rights. In the event of an “Approved Sale” (as defined in the Company Charter), a Holder of Shares shall be obligated to comply with the provisions regarding drag-along rights set forth in Section 4.6 (Drag-Along Rights) of the Company Charter.

(e) Escrow Arrangement.

(i)    Escrow. In order to carry out the provisions of this Section 9 of this Plan more effectively, the Company shall hold any Shares issued pursuant to Awards granted under the Plan in escrow together with separate stock powers executed by the Holder in blank for transfer. The Company

shall not dispose of the Shares except as otherwise provided in this Plan. In the event of any repurchase by the Company (or any of its assigns), the Company is hereby authorized by the Holder, as the Holder’s attorney-in-fact, to date and complete the stock powers necessary for the transfer of the Shares being purchased and to transfer such Shares in accordance with the terms hereof. At such time as any Shares are no longer subject to the Company’s repurchase and first refusal rights, the Company shall, at the written request of the Holder, deliver to the Holder a certificate representing such Shares with the balance of the Shares to be held in escrow pursuant to this Section.

(ii)    Remedy. Without limitation of any other provision of this Plan or other rights, in the event that a Holder or any other Person is required to sell a Holder’s Shares pursuant to the provisions of Sections 9(b) or (c) hereof and in the further event that he or she refuses or for any reason fails to deliver to the Company or its designated purchaser of such Shares the certificate or certificates evidencing such Shares together will a related stock power, the Company or such designated purchaser may deposit the applicable purchase price for such Shares with a bank designated by the Company, or with the Company’s independent public accounting firm, as agent or trustee, or in escrow, for such Holder or other Person, to be held by such bank or accounting firm for the benefit of and for delivery to him, her, them or it, and/or, in its discretion, pay such purchase price by offsetting any indebtedness then owed by such Holder as provided above. Upon any such deposit and/or offset by the Company or its designated purchaser of such amount and upon notice to the Person who was required to sell the Shares to be sold pursuant to the provisions of Sections 9(b) or (c), such Shares shall at such time be deemed to have been sold, assigned, transferred and conveyed to such purchaser, such Holder shall have no further rights thereto (other than the right to withdraw the payment thereof held in escrow, if applicable), and the Company shall record such transfer in its stock transfer book or in any appropriate manner.

(f) Lockup Provision. If requested by the Company, a Holder shall not sell or otherwise transfer or dispose of any Shares (including, without limitation, pursuant to Rule 144 under the Securities Act) held by him or her for such period following the effective date of a public offering by the Company of Shares as the Company shall specify reasonably and in good faith. If requested by the underwriter engaged by the Company, each Holder shall execute a separate letter confirming his or her agreement to comply with this Section.

(g) Adjustments for Changes in Capital Structure. If, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Common Stock, the outstanding Shares are increased or decreased or are exchanged for a different number or kind of securities of the Company, the restrictions contained in this Section 9 shall apply with equal force to additional and/or substitute securities, if any, received by Holder in exchange for, or by virtue of his or her ownership of, Shares.

(h) Termination. The terms and provisions of Section 9(b) and Section 9(c) (except for the Company’s right to repurchase Shares still subject to a risk of forfeiture upon a Termination Event) shall terminate upon the closing of the Company’s Initial Public Offering or upon consummation of any Sale Event, in either case as a result of which Shares are registered under Section 12 of the Exchange Act and publicly-traded on any national security exchange.

SECTION 10. TAX WITHHOLDING

(a)    Payment by Grantee. Each grantee shall, no later than the date as of which the value of an Award or of any Shares or other amounts received thereunder first becomes includable in the gross income of the grantee for income tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld by the Company with respect to such income. The Company and any Subsidiary shall, to the

extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the grantee. The Company’s obligation to deliver stock certificates (or evidence of book entry) to any grantee is subject to and conditioned on any such tax withholding obligations being satisfied by the grantee.

(b)    Payment in Stock. The Company’s minimum required tax withholding obligation may be satisfied, in whole or in part, by the Company withholding from Shares to be issued pursuant to an Award a number of Shares having an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the minimum withholding amount due.

SECTION 11. SECTION 409A AWARDS.

To the extent that any Award is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A (a “409A Award”), the Award shall be subject to such additional rules and requirements as may be specified by the Committee from time to time. In this regard, if any amount under a 409A Award is payable upon a “separation from service” (within the meaning of Section 409A) to a grantee who is considered a “specified employee” (within the meaning of Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the grantee’s separation from service, or (ii) the grantee’s death, but only to the extent such delay is necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. The Company makes no representation or warranty and shall have no liability to any grantee under the Plan or any other Person with respect to any penalties or taxes under Section 409A that are, or may be, imposed with respect to any Award.

SECTION 12. AMENDMENTS AND TERMINATION

The Board may, at any time, amend or discontinue the Plan and the Committee may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the consent of the holder of the Award. The Committee may exercise its discretion to reduce the exercise price of outstanding Stock Options or effect repricing through cancellation of outstanding Stock Options and by granting such holders new Awards in replacement of the cancelled Stock Options. To the extent determined by the Committee to be required either by the Code to ensure that Incentive Stock Options granted under the Plan are qualified under Section 422 of the Code or otherwise, Plan amendments shall be subject to approval by the Company stockholders entitled to vote at a meeting of stockholders. Nothing in this Section 12 shall limit the Board’s or Committee’s authority to take any action permitted pursuant to Section 3(c). The Board reserves the right to amend the Plan and or the terms of any outstanding Stock Options to the extent reasonably necessary to comply with the requirements of the exemption pursuant to paragraph (t)(4) of Rule 12h-1 of the Exchange Act.

SECTION 13. STATUS OF PLAN

With respect to the portion of any Award that has not been exercised and any payments in cash, Stock or other consideration not received by a grantee, a grantee shall have no rights greater than those of a general creditor of the Company unless the Committee shall otherwise expressly so determine in connection with any Award.

SECTION 14. GENERAL PROVISIONS

(a)    No Distribution; Compliance with Legal Requirements. The Committee may require each person acquiring Shares pursuant to an Award to represent to and agree with the Company in writing that

such person is acquiring the Shares without a view to distribution thereof. No Shares shall be issued pursuant to an Award until all applicable securities law and other legal and stock exchange or similar requirements have been satisfied. The Committee may require the placing of such stop-orders and restrictive legends on certificates or Stock and Awards as it deems appropriate.

(b)    Documentation; Shareholder Agreement; Other Conditions. Awards under the Plan shall be evidenced by Award Agreements that set forth the terms, conditions and limitations for each Award. Each Award under this Plan shall also be subject to the terms and conditions of the Company Charter, including, but not limited to, the provisions of Section 4.7 (Call Rights; Mandatory Exercise Rights) therein. The Board may at the time of grant of an Award or any time thereafter, require as a condition for exercise of an Option, termination of restrictions on Restricted Stock or settlement of Restricted Stock Units that each Holder execute an investor letter agreement in the form attached hereto as Exhibit A and may at any time impose such additional conditions with respect to the issuance and/or delivery of stock under the Plan as it considers necessary or advisable to comply with requirements of securities, tax or other laws or regulations.

(c)    Delivery of Stock Certificates. Stock certificates to grantees under the Plan shall be deemed delivered for all purposes when the Company or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company; provided that stock certificates to be held in escrow pursuant to Section 9 of the Plan shall be deemed delivered when the Company shall have recorded the issuance in its records. Uncertificated Stock shall be deemed delivered for all purposes when the Company or a stock transfer agent of the Company shall have given to the grantee by electronic mail (with proof of receipt) or by United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company, notice of issuance and recorded the issuance in its records (which may include electronic “book entry” records).

(d)    No Employment Rights. The adoption of the Plan and the grant of Awards do not confer upon any Person any right to continued employment or Service Relationship with the Company or any Subsidiary.

(e)    Trading Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to the Company’s insider trading policy-related restrictions, terms and conditions as may be established by the Committee, or in accordance with policies set by the Committee, from time to time.

(f)    Designation of Beneficiary. Each grantee to whom an Award has been made under the Plan may designate a beneficiary or beneficiaries to exercise any Award on or after the grantee’s death or receive any payment under any Award payable on or after the grantee’s death. Any such designation shall be on a form provided for that purpose by the Committee and shall not be effective until received by the Committee. If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased the grantee, the beneficiary shall be the grantee’s estate.

(g)    Legend. Any certificate(s) representing the Shares shall carry the following legend (and with respect to uncertificated Stock, the book entries evidencing such shares shall contain the following notation):

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR STATE SECURITIES LAWS AND CANNOT BE OFFERED, SOLD, OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR

EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND REGULATIONS PROMULGATED THEREUNDER. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF IN VIOLATION OF THE SECURITIES ACT. THE SHARES MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TRANSFER RESTRICTIONS SET FORTH IN THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE CORPORATION DATED MAY 15, 2020 (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME). NO REGISTRATION OF TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE CORPORATION UNLESS AND UNTIL SUCH RESTRICTIONS SHALL HAVE BEEN COMPLIED WITH. ANY PURPORTED TRANSFER OR ATTEMPT TO TRANSFER THE SECURITIES REPRESENTED HEREBY OTHER THAN IN ACCORDANCE WITH THE TERMS OF THE CERTIFICATE OF INCORPORATION SHALL BE NULL AND VOID AND OF NO EFFECT.”

(h)    Information to Holders of Options. In the event the Company is relying on the exemption from the registration requirements of Section 12(g) of the Exchange Act contained in paragraph (f)(1) of Rule 12h-1 of the Exchange Act, the Company shall provide the information described in Rule 701(e)(3), (4) and (5) of the Securities Act to all holders of Options in accordance with the requirements thereunder. The foregoing notwithstanding, the Company shall not be required to provide such information unless the optionholder has agreed in writing, on a form prescribed by the Company, to keep such information confidential.

SECTION 15. EFFECTIVE DATE OF PLAN

The Plan shall become effective upon adoption by the Board and shall be approved by stockholders in accordance with applicable state law and the Company’s articles of incorporation and bylaws within 12 months thereafter. If the stockholders fail to approve the Plan within 12 months after its adoption by the Board of Directors, then any Awards granted or sold under the Plan shall be rescinded and no additional grants or sales shall thereafter be made under the Plan. Subject to such approval by stockholders and to the requirement that no Shares may be issued hereunder prior to such approval, Stock Options and other Awards may be granted hereunder on and after adoption of the Plan by the Board. No grants of Stock Options and other Awards may be made hereunder after the tenth anniversary of the date the Plan is adopted by the Board or the date the Plan is approved by the Company’s stockholders, whichever is earlier.

SECTION 16. GOVERNING LAW

This Plan, all Awards and any controversy arising out of or relating to this Plan and all Awards shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflict of law principles that would result in the application of any law other than the law of the State of New York.

DATE ADOPTED BY THE BOARD OF DIRECTORS: May 15, 2020

DATE APPROVED BY THE STOCKHOLDERS: May 15, 2020

Exhibit A

FORM OF

INVESTOR LETTER AGREEMENT

In consideration of the undersigned (the “Stockholder”) receiving shares of Series A Common Stock, par value $0.001 per share (the “Shares”), of Avery Parent Holdings, Inc., a Delaware corporation (the “Company”), pursuant to the (i) exercise of Options, (ii) termination of restrictions on Restricted Stock or (iii) settlement of Restricted Stock Units granted under the Company’s 2020 Stock Option and Grant Plan (each as defined therein), the Stockholder agrees as follows:

The undersigned hereby acknowledges and agrees to be bound by the provisions of the Amended and Restated Certificate of Incorporation of the Company, dated May 15, 2020 (the “Charter”) with respect to any Shares held by the Stockholder, including with respect to Section 4.5 (Restrictions on Transfer), Section 4.6 (Drag-Along Rights) and Section 4.7 (Call Rights) thereof.

The Stockholder understands that the Shares held by the undersigned are subject to significant restrictions on transferability, and the undersigned must hold them indefinitely and subject to the provisions of the Charter, the Bylaws of the Company, and the Securities Act of 1933. The Shares are held for investment purposes only and not with a view of distribution to others.

This Letter Agreement is binding upon the Stockholder and the successors and assigns of the Stockholder and is for the benefit of the Company and all of its stockholders.

Dated: [●], 2020

STOCKHOLDER:

By: _____________________________________

Name:

Title:

18

Document

Exhibit 10.47

EMPLOYMENT AGREEMENT

This Agreement is between Rupert Bondy (“Executive”) and United HealthCare Services, Inc. (“UnitedHealth Group”) and is effective as of Executive’s first day of employment with UnitedHealth Group (the “Effective Date”). This Agreement’s purposes are to set forth certain terms of Executive’s employment by UnitedHealth Group or one of its affiliates and to protect UnitedHealth Group’s knowledge, expertise, customer relationships, and confidential information. Unless the context otherwise requires, “UnitedHealth Group” includes all its affiliated entities.

1.     Employment and Duties.
   

A.    Employment. UnitedHealth Group hereby employs Executive, and Executive accepts employment, under this Agreement’s terms.

B.    Title and Duties. Executive will be employed as Executive Vice President and Chief Legal Officer, UnitedHealth Group. Executive will perform such duties, and exercise such supervision and control, as are commonly associated with Executive’s position, as well as perform such other duties as are reasonably assigned to Executive. Executive will devote substantially all of Executive’s business time and energy to Executive’s duties. Executive will maintain operations in Executive’s area of responsibility and make every reasonable effort to ensure that the employees within that area of responsibility act in compliance with applicable law and UnitedHealth Group’s Code of Conduct, as amended from time to time. Executive is subject to all of UnitedHealth Group’s employment policies and procedures (except as specifically superseded by this Agreement).

2.     Compensation and Benefits.
   

A.    Base Salary. Executive’s initial annual base salary will be $875,000, less applicable withholdings and deductions, payable according to UnitedHealth Group’s regular payroll schedule. Periodic adjustments to Executive’s base salary may be made in UnitedHealth Group’s sole discretion.

B.    Incentive Compensation. Executive will be eligible to participate in UnitedHealth Group’s incentive compensation plans in UnitedHealth Group’s discretion and in accordance with the plans’ terms and conditions. Executive’s initial target bonus potential will be 135% of annual base salary, subject to periodic adjustments in UnitedHealth Group’s discretion.

C.    Sign-On Equity. In accordance with guideline amounts authorized by UnitedHealth Group’s Compensation and Human Resources Committee (“Committee”), management will recommend to the Committee that Executive be granted an equity sign-on award of $2,500,000 in Performance-Based Restricted Stock Units, $1,250,000 of which will be for the 2020-2022 performance period, and $1,250,000

of which will be for the 2021-2023 performance period, in each case subject to the performance vesting criteria and other terms of the respective performance periods.

UnitedHealth Group’s governance policy stipulates that the Committee can only grant equity awards at regularly scheduled quarterly committee meetings. Accordingly, Executive’s recommended grant will be reviewed by the Committee at its next regularly scheduled quarterly meeting following the Effective Date. The number of shares granted will be calculated the day of the Committee meeting using the closing price of UnitedHealth Group stock on that date. This award will be subject to the terms of the UnitedHealth Group 2020 Stock Incentive Plan, including certain restrictive covenants.

D. Annual Equity. Executive will be eligible for consideration for future annual stock-based awards in accordance with UnitedHealth Group’s governance policy and guideline amounts authorized by UnitedHealth Group’s Compensation and Human Resources Committee. For calendar year 2022, management will recommend that Executive be awarded an annual equity grant with a target value of $4,500,000. The actual grant value of any such future equity grants and the related terms are at the sole discretion of UnitedHealth Group and will be subject to the terms of the UnitedHealth Group 2020 Stock Incentive Plan (or a successor plan), including certain restrictive covenants.

E. Sign-On Bonus. UnitedHealth Group agrees to pay Executive a sign-on bonus of $2,000,000, less applicable withholdings and deductions. The sign-on bonus will be paid on the regular payroll date that occurs 30 days after the Effective Date, provided Executive has returned to UnitedHealth Group a fully-executed copy of Executive’s Agreement to Repay Sign-On Bonus, the terms of which are incorporated herein by reference.

F. Employee Benefits. Executive will be eligible to participate in UnitedHealth Group’s employee welfare, retirement, and stock incentive plans on the same basis as other similarly situated executives, in accordance with the terms of the plans. Executive will be eligible for Paid Time Off in accordance with UnitedHealth Group’s policies. UnitedHealth Group reserves the right to amend or discontinue any plan or policy at any time in its sole discretion. In addition to the Company’s generally available benefits, UnitedHealth Group shall provide Executive, at UnitedHealth Group’s expense during the term of Executive’s employment, a $2 million face value term life insurance policy and a long term disability policy which covers 60% of base salary in the event of a qualifying long term disability, subject to the policy terms.

3.     Termination of Employment.
   

A.    By Mutual Agreement. The parties may terminate Executive’s employment at any time by mutual agreement.

B.    By UnitedHealth Group without Cause. UnitedHealth Group may terminate Executive’s employment without Cause upon 90 days’ prior written notice.

C.    By UnitedHealth Group with Cause. UnitedHealth Group may terminate Executive’s employment at any time for Cause. “Cause” means Executive’s (a) material failure to follow UnitedHealth Group’s reasonable direction or to perform any duties reasonably required on material matters, (b) material violation of, or failure to act upon or report known or suspected violations of, UnitedHealth Group’s Code of Conduct, as amended from time to time, (c) conviction of any felony, (d) commission of any criminal, fraudulent, or dishonest act in connection with Executive’s employment, (e) material breach of this Agreement, or (f) conduct that is materially detrimental to UnitedHealth Group’s interests. UnitedHealth Group will, within 120 days of discovery of the conduct, give Executive written notice specifying the conduct constituting Cause in reasonable detail and Executive will have 60 days to remedy such conduct, if such conduct is reasonably capable of being remedied. In any instance where the Company may have grounds for Cause, failure by the Company to provide written notice of the grounds for Cause within 120 days of discovery shall be a waiver of its right to assert the subject conduct as a basis for termination for Cause.

D.    By Executive without Good Reason. Executive may terminate Executive’s employment at any time for any reason, including due to Executive’s retirement.

E.    By Executive for Good Reason. Executive may terminate Executive’s employment for Good Reason, as defined below. Executive must give UnitedHealth Group written notice specifying in reasonable detail the circumstances constituting Good Reason, within 120 days of becoming aware of such circumstances, or such circumstances will not constitute Good Reason. If the circumstances constituting Good Reason are reasonably capable of being remedied, UnitedHealth Group will have 60 days to remedy such circumstances. “Good Reason” will exist if UnitedHealth Group takes any of the following actions, without Executive’s consent: (a) reduces Executive’s base salary or target bonus percentage other than in connection with a general reduction affecting a group of employees; (b) moves Executive’s primary work location more than 50 miles; or (c) makes changes that substantially diminish Executive’s duties or responsibilities.

F. Due to Executive’s Death or Disability. Executive’s employment will terminate automatically if Executive dies, effective as of the date of Executive’s death. UnitedHealth Group may terminate Executive’s employment due to Executive’s disability that renders Executive incapable of performing the essential functions of Executive’s job, with or without reasonable accommodation. Executive will

not be entitled to Severance Benefits under Section 4 in the event of termination due to Executive’s death or disability.

4.     Severance Benefits.
   

A. Circumstances under Which Severance Benefits Payable. Executive will be entitled to Severance Benefits only if Executive’s employment is terminated by UnitedHealth Group without Cause or if Executive terminates employment for Good Reason. Whether Executive has had a termination of employment will be determined in a manner consistent with the definition of “Separation from Service” under Section 409A of the Internal Revenue Code of 1986 and its accompanying regulations (“Section 409A”) and will be referred to herein as a “Termination.” For purposes of this Agreement, Executive will be considered to have experienced a Termination as of the date that the facts and circumstances indicate that it is reasonably anticipated that Executive will provide no further services after such date or that the level of bona fide services that Executive is expected to perform permanently decreases to no more than 20% of the average level of bona fide services that Executive performed over the immediately preceding 36-month period. In consideration of the Severance Benefits in this Agreement, Executive waives any payments or benefits to which Executive otherwise might be or become entitled under any UnitedHealth Group severance plan or program.

B.    Severance Benefits. Subject to Section 4.C, Executive shall be entitled to the following Severance Benefits if Executive experiences a Termination under the circumstances described in Section 4.A above:

i. Two times Executive’s annualized base salary as of Executive’s Termination.

ii. Any bonus or incentive compensation paid or payable to Executive for the two most recent calendar years (excluding equity-related awards, payments under any long-term or similar benefit plan, or any other special or one-time bonus or incentive compensation payments); provided, however, that if termination occurs within two years following the Effective Date, the amount payable under this paragraph will be two times Executive’s target incentive.

iii. $12,000 lump sum payment, minus applicable deductions, to offset costs of COBRA, which amount will be paid within 60 days following Termination.

iv. Outplacement services consistent with those provided to similarly situated executives provided by an outplacement firm selected by UnitedHealth Group.

The Severance Benefits in Sections 4.B.i.-ii. will be paid out, minus applicable deductions, including deductions for tax withholding, in equal bi-weekly payments on the regular payroll cycle over the 24-month period following Executive’s Termination. Commencement of payments shall begin on the first payroll date that is at least 60 days after the date of Executive’s Termination (the “Starting Date”), provided that Executive has satisfied the requirement in Section 4.C. The first payment on the Starting Date shall include those payments that would have been previously paid if the payments of the severance compensation had begun on the first payroll date following the date of Executive’s Termination. Executive’s entitlement to the payments of the severance compensation described in Sections 4.B.i.-ii. shall be treated as the entitlement to a series of separate payments for purposes of Section 409A.

If Executive is a “Specified Employee” (within the meaning of Section 409A and determined pursuant to procedures adopted by UnitedHealth Group) at the time of Executive’s Termination and any amount that would be paid to Executive during the six-month period following Termination constitutes “Deferred Compensation” (within the meaning of Section 409A), such amount shall not be paid to Executive until the later of (i) six months after the date of Executive’s Termination, and (ii) the payment date or commencement date specified in this Agreement for such payment(s). On the first regular payroll date following the expiration of such six-month period (or if Executive dies during the six-month period, the first payroll date following the death), all payments that were delayed pursuant to the preceding sentence shall be paid to Executive in a single lump sum and thereafter all payments shall be made as if there had been no such delay. All Severance Benefits described in Section 4.B shall be paid by, and no further severance compensation shall be paid or payable after, December 31 of the second calendar year following the year in which Executive’s Termination occurs.

C.    Separation Agreement and Release Required. In order to receive any Severance Benefits under this Agreement, Executive must timely sign a separation agreement and release of claims in a form determined by UnitedHealth Group in its discretion. UnitedHealth Group shall provide to Executive a form of separation agreement and release of claims no later than three (3) days following Executive’s date of Termination. If Executive does not timely execute and deliver to UnitedHealth Group such separation agreement and release, or if Executive does so, but then revokes it if permitted by and within the time required by applicable law, UnitedHealth Group will have no obligation to pay severance compensation to Executive.

5.     Property Rights, Confidentiality, Non-Disparagement, and Restrictive Covenants.
   

A.UnitedHealth Group’s Property.

i.    Assignment. Executive hereby agrees to assign (both during and after Executive’s employment) and hereby assigns to UnitedHealth Group all rights, titles and interests Executive may have in any invention, computer program, discovery, idea, writing, improvement, process, technique or other works (collectively called "Intellectual Property") whether or not patentable or registrable under copyright or similar statutes, created or conceived by Executive, either alone or jointly with others, during Executive’s employment that:

(a)    Relates in any manner to the actual or anticipated business, research, or development of UnitedHealth Group;

(b)    Results from work assigned to or performed by Executive for UnitedHealth Group; and/or

(c)    Is conceived of or made with the use of UnitedHealth Group systems, equipment, supplies, materials, facilities, computer programs, confidential information and/or trade secret information.

ii.    Disclosure of Intellectual Property. Executive agrees to promptly disclose in writing to UnitedHealth Group (both during and after Executive’s employment) any interest Executive may have in any Intellectual Property created or conceived by Executive, either alone or jointly with others, during Executive’s employment. Executive will also promptly disclose in writing to UnitedHealth Group any interest Executive may have in any Intellectual Property created or conceived by Executive, either alone or jointly with others, prior to employment that relates to the actual or anticipated business, research, or development of UnitedHealth Group.

iii. Assignment/Transfer of Web Properties. Executive agrees to transfer and assign (both during and after Executive’s employment), and does hereby assign to UnitedHealth Group all rights, titles, and interests in and to any domain name or social media account (collectively called “Web Properties”) registered or owned by Executive that:

(a) Was registered with the intent to be used by UnitedHealth Group; and/or

(b) Relates in any manner to, or is used to comment on, the actual or anticipated business of UnitedHealth Group; and/or

(c)     Contains a registered or common law trademark of UnitedHealth Group.

iv.    Perfection of Assignment. Executive will at all times, even after termination of employment, do anything reasonably requested of Executive to enable UnitedHealth Group to access, patent, copyright or obtain any other form of protection for the Intellectual Property or Web Properties created, conceived, or registered by Executive, either alone or jointly with others.

v. Exclusions. Sections 5.A.i.-iv. do not apply to Intellectual Property that meets all of the following criteria:

(a)    No UnitedHealth Group equipment, supplies, facilities, proprietary or trade secret information was used in its creation;

(b)    The Intellectual Property was developed entirely on Executive’s own time;

(c)    At the time of conception or reduction to practice the Intellectual Property does not relate directly to UnitedHealth Group’s business, actual or anticipated research or development; and

(d)    The Intellectual Property does not result from any work performed by Executive for UnitedHealth Group.

vi.    No Removal of Property. Executive may not remove from UnitedHealth Group’s premises any UnitedHealth Group records, documents, data or other property, in either original or duplicate form, except as necessary in the ordinary course of UnitedHealth Group’s business.

vii.    Return of Property. Executive must immediately deliver to UnitedHealth Group, upon termination of employment, or at any other time at UnitedHealth Group’s request, all UnitedHealth Group property, including records, documents, data, and equipment, and all copies of any such property, including any records or data Executive prepared during employment.

B.    Confidential Information. Executive will be given access to and provided with sensitive, confidential, proprietary and trade secret information (“Confidential Information”) in the course of Executive’s employment. Examples of Confidential Information include: inventions; new product or marketing plans; business strategies and plans; merger and acquisition targets; financial and pricing information; computer programs, source codes, models and databases; analytical models; customer lists and information; and supplier and vendor lists and other information which is not generally available to the public. Executive agrees not to

disclose or use Confidential Information, either during or after Executive’s employment with UnitedHealth Group, except as necessary to perform Executive’s UnitedHealth Group duties or as UnitedHealth Group may consent in writing.

C.    Non-Disparagement. Executive agrees not to criticize, make any negative comments about or otherwise disparage UnitedHealth Group or those associated with it, whether orally, in writing or otherwise, directly or by implication, to any person or entity, including UnitedHealth Group customers or agents.

D.    Restrictive Covenants. Executive agrees to the restrictive covenants in this Section in consideration of Executive’s employment and UnitedHealth Group’s promises in this Agreement, including providing Executive access to Confidential Information. The restrictive covenants in this Section apply during Executive’s employment and for 24 months following termination of employment for any reason. Executive agrees that he/she will not, without UnitedHealth Group's prior written consent, directly or indirectly, for Executive or for any other person or entity, as agent, employee, officer, director, consultant, owner, principal, partner or shareholder, or in any other individual or representative capacity, engage in any of the following activities:

i. Non-Solicitation. Executive will not:

(a)    Solicit or conduct business with any business competitive with UnitedHealth Group from any person or entity: (1) who was a UnitedHealth Group provider or customer within the 12 months before Executive’s employment termination and with whom Executive had contact regarding UnitedHealth Group’s activity, products or services, or for whom Executive provided services or supervised employees who provided those services, or about whom Executive learned Confidential Information during employment related to UnitedHealth Group’s provision of products and services to such person or entity, or (2) was a prospective provider or customer UnitedHealth Group solicited within the 12 months before Executive’s employment termination and with whom Executive had contact for the purposes of soliciting the person or entity to become a provider or customer of UnitedHealth Group, or supervised employees who had those contacts, or about whom Executive learned Confidential Information during employment related to UnitedHealth Group’s provision of products and services to such person or entity;

(b)    Raid, hire, employ, recruit or solicit any UnitedHealth Group employee or consultant who possesses Confidential Information of UnitedHealth Group to leave UnitedHealth Group to join a competitor;

(c)    Induce or influence any UnitedHealth Group employee, consultant, or provider who possesses Confidential Information of UnitedHealth Group to terminate his, her or its employment or other relationship with UnitedHealth Group; or

(d)    Assist anyone in any of the activities listed above.

ii. Non-Competition. Executive will not:

(a)    Engage in or participate in any activity that competes, directly or indirectly, with any UnitedHealth Group activity, product or service that Executive engaged in, participated in, or had Confidential Information about during Executive’s last 36 months of employment with UnitedHealth Group; or

(b)    Assist anyone in any of the activities listed above.

Notwithstanding the foregoing, Sections 5.D.i(a) and 5.D.ii will apply only to the extent permissible under the ABA Model Rules of Professional Conduct’s provisions regarding restrictions on the right to practice law or any applicable state counterpart.

iii. Geographic Scope.

(a) Executive’s obligations under this “Restrictive Covenants” section shall apply on a nationwide basis anywhere in the United States.

(b) Executive’s obligations under this “Restrictive Covenants” section shall also apply in any country outside the United States with respect to which Executive had responsibility for any UnitedHealth Group activity, product or service in that country.

iv.    To the extent Executive and UnitedHealth Group agree at any time to enter into separate agreements containing restrictive covenants with different or inconsistent terms than those contained herein, Executive and UnitedHealth Group acknowledge and agree that such different or inconsistent terms shall not in any way affect or have relevance to the Restrictive Covenants contained herein.

Executive agrees that the provisions of this Section 5 are reasonable and necessary to protect the legitimate interests of UnitedHealth Group.

E.    Cooperation and Indemnification. Executive agrees to cooperate fully (i) with UnitedHealth Group in the investigation, prosecution or defense of any potential claims or concerns regarding UnitedHealth Group’s business about which Executive has relevant knowledge, including by providing truthful information and

testimony as reasonably requested by UnitedHealth Group, and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding concerning UnitedHealth Group. UnitedHealth Group will reimburse Executive for any reasonable travel and out-of-pocket expenses incurred by Executive in providing such cooperation. UnitedHealth Group will indemnify Executive, in accordance with the Minnesota Business Corporation Act and other applicable law, for all claims and other covered matters arising in connection with Executive’s employment.

F.    Injunctive Relief. Executive agrees that (a) legal remedies (money damages) for any breach of Section 5 will be inadequate, (b) UnitedHealth Group will suffer immediate and irreparable harm from any such breach, and (c) UnitedHealth Group will be entitled to injunctive relief from a court in addition to any legal remedies UnitedHealth Group may seek in arbitration. If an arbitrator or court determines that Executive has breached any provision of Section 5, Executive agrees to pay to UnitedHealth Group its reasonable costs and attorney’s fees incurred in enforcing that provision.

6.     Miscellaneous.
   

A.Tax Withholding. All compensation payable under this Agreement will be subject to applicable tax withholding and other required or authorized deductions.

B.Assignment. Executive may not assign this Agreement. UnitedHealth Group may assign this Agreement. Any successor to UnitedHealth Group will be deemed to be UnitedHealth Group under this Agreement.

C.Entire Agreement; Amendment. This Agreement contains the parties’ entire agreement regarding its subject matter and may only be amended in a writing signed by the parties. This Agreement supersedes any and all prior oral or written employment agreements (including letters and memoranda) between Executive and UnitedHealth Group or its predecessors. This Agreement does not supersede the terms of any stock option, restricted stock, or stock appreciation rights plan or award.

D.Choice of Law. Minnesota law governs this Agreement.

E.Waivers; Other Rights. No party’s failure to exercise, or delay in exercising, any right or remedy under this Agreement will be a waiver of such right or remedy, nor will any single or partial exercise of any right or remedy preclude any other or further exercise of such right or remedy. Nothing in this Agreement prohibits Executive from making disclosures that are protected under law or reporting violations of state or federal law or regulation to governmental agencies or entities.

F. Narrowed Enforcement and Severability. If a court or arbitrator decides that any provision of this Agreement is invalid or overbroad, the parties agree that the court or arbitrator should narrow such provision so that it is enforceable or, if narrowing is not possible or permissible, such provision should be considered severed and the other provisions of this Agreement should be unaffected.

G. Dispute Resolution and Remedies. Except for injunctive relief under Section 5.F, any dispute between the parties relating to this Agreement or to Executive’s employment will be resolved by binding arbitration under UnitedHealth Group’s Employment Arbitration Policy, as it may be amended from time to time. The arbitrator(s) may not vary this Agreement’s terms and must apply applicable law.

H. Payment of Deferred Compensation – Section 409A. To the extent applicable, it is intended that the compensation arrangements under this Agreement be in full compliance with Section 409A. This Agreement shall be construed in a manner to give effect to such intention. In no event whatsoever shall UnitedHealth Group be liable for any tax, interest or penalties that may be imposed on Executive under Section 409A. UnitedHealth Group shall have no obligation to indemnify or otherwise hold Executive harmless from any such taxes, interest or penalties, or from liability for any damages related thereto.

I. Electronic Transmission/Counterparts. The executed version of this Agreement may be delivered by facsimile or email, and upon receipt, such transmission shall be deemed delivery of an original. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, and all of which together will constitute one document.

United HealthCare Services, Inc.	Executive
By /s/ David Strauss	/s/ Rupert Bondy
Its SVP Total Rewards HCS
Date 3.24.22	Date 21st March 2022

11

Document

Exhibit 21.1

Subsidiaries of the Company

Listed below are subsidiaries of UnitedHealth Group Incorporated as of December 31, 2022. Those subsidiaries not listed would not, in the aggregate, constitute a “significant subsidiary” of UnitedHealth Group Incorporated, as that term is defined in Rule 1-02(w) of Regulation S-X.

Name of Entity	State of Jurisdiction or Domicile	Doing Business As
1070715 B.C. Unlimited Liability Company	British Columbia
1st Avenue Pharmacy, Inc.	Washington	1st Avenue Pharmacy<br>Genoa Healthcare
310 Canyon Medical, LLC	California
4C MSO LLC	Delaware
5995 Minnetonka, LLC	Delaware
A Better Way Therapy, L.L.C.	Nebraska
A+ Learning and Development Centers LLC	Ohio	A+ Solutions
AbleTo, Inc.	Delaware
Accurate Rx Pharmacy Consulting, LLC	Missouri	Abacus<br>Abacus 340B Management<br>Accurate Rx<br>Diplomat Specialty Infusion Group
AccuReg Holdings, LLC	Delaware
ACN Group IPA of New York, Inc.	New York
ACN Group of California, Inc.	California	OptumHealth Physical Health of California
Administradora Clínica La Colina S.A.S.	Colombia
Administradora Country S.A.S.	Colombia
Administradora Médica Centromed S.A.	Chile
Advanced Surgery Center of Carlsbad, LLC	California
Advanced Surgery Center of Clifton, LLC	New Jersey
Advanced Surgical Center, LLC	Texas
Advanced Surgical Hospital, LLC	Pennsylvania
Advanced Therapy Associates, LLC	Oklahoma
Advocate Condell Ambulatory Surgery Center, LLC	Illinois
Advocate Southwest Ambulatory Surgery Center, L.L.C.	Illinois
Advocate-SCA Partners, LLC	Delaware
Aesthetic Plastic Surgery Institute of Louisville, LLC	Kentucky	Louisville Surgery Center, LLC
Affirmations Psychological Services, LLC	Ohio	Tomorrow Begins Today Consulting
AHN Central Services, LLC	Indiana
AHN Target Holdings, LLC	Delaware
Aliansalud Entidad Promotora de Salud S.A.	Colombia
All Savers Insurance Company	Indiana
All Savers Life Insurance Company of California	California
Alliance Surgical Center, LLC	Florida	AdventHealth Surgery Center - Lake Mary
Allina Health Surgery Center - Lakeville, LLC	Minnesota
Allina Health Surgery Center - Vadnais Heights, LLC	Minnesota
Aloha Surgical Center, LLC	Tennessee
Ambient Healthcare, Inc.	Florida
Ambient Holdings, Inc.	Delaware
Ambulatory Center for Endoscopy, L.L.C.	New Jersey
Ambulatory Partner Holdings, LLC	New York
American Health Network of Indiana II, LLC	Indiana	HealthCare Network
---	---	---
American Health Network of Kentucky, LLC	Kentucky
American Health Network of Ohio Care Organization, LLC	Ohio
American Health Network of Ohio II, LLC	Ohio
American Health Network of Ohio, LLC	Ohio
AmeriChoice Corporation	Delaware
AmeriChoice of New Jersey, Inc.	New Jersey	UnitedHealthcare Community Plan
AMG Health, LLC	Delaware
Amico Saúde Ltda.	Brazil
Amigo Family Counseling, LLC	Ohio
Amil Assistência Médica Internacional S.A.	Brazil
Análisis Clínicos ML S.A.C.	Peru
Angiografia e Hemodinâmica Madre Theodora Ltda.	Brazil
Antelope Valley Surgery Center, L.P.	California
Apothecary Holdings, Inc.	Delaware
AppleCare Medical Management, LLC	Delaware	Optum
APS – Assistência Personalizada à Saúde Ltda.	Brazil
Aquitania Chilean Holding SpA	Chile
Arcadia JV Holdings, LLC	Delaware
ArchWell Health MSO, LLC	Delaware
ArchWell Health, LLC	Delaware
Arise Physician Group	Texas
Arizona Physicians IPA, Inc.	Arizona	UnitedHealthcare Community Plan
ASC Holdings of New Jersey, LLC	New Jersey
ASC Network, LLC	Delaware
ASV-HOPCo-SCA Cornerstone, LLC	Florida
Atlanta Outpatient Surgery Center, Inc.	Georgia
Atlanta Surgery Center, Ltd. (L.P.)	Georgia	Atlanta Outpatient Surgery Center
Atrius MSO, LLC	Delaware
Audax Health Solutions, LLC	Delaware
Aventura Medical Tower Surgery Center, LLC	Florida
Avery Parent Holdings, Inc.	Delaware
Aveta Inc.	Delaware
AxelaCare Intermediate Holdings, LLC	Delaware	Alaska Business License #2143943
AxelaCare, LLC	Delaware
B.R.A.S.S. Partnership in Commendam	Louisiana	B.R.A.S.S. Surgery Center
Banmédica Colombia S.A.S.	Colombia
Banmédica Internacional SpA	Chile
Banmédica S.A.	Chile
Beach Surgical Holdings III, LLC	California
Behavioral Healthcare Options, Inc.	Nevada
Beltway Surgery Centers, L.L.C.	Indiana
Benefit Administration for the Self Employed, L.L.C.	Iowa
Benefitter Insurance Solutions, Inc.	Delaware
Bind Benefits, Inc.	Delaware	BIND<br>Surest Administrator Services<br>Surest, Inc.
---	---	---
Birmingham Outpatient Surgical Center, LLC	Delaware
Bloomfield ASC, LLC	Connecticut
Blue Ridge GP, LLC	North Carolina
Body Image Therapy Center Intensive LLC	Maryland
Bordeaux (Barbados) Holdings I, SRL	Barbados
Bordeaux (Barbados) Holdings II, SRL	Barbados
Bordeaux (Barbados) Holdings III, S.r.l.	Barbados
Bordeaux Holding SpA	Chile
Bordeaux International Holdings, Inc.	Delaware
Bordeaux UK Holdings I Limited	United Kingdom
Bordeaux UK Holdings II Limited	United Kingdom
Bordeaux UK Holdings III Limited	United Kingdom
Bosque Medical Center Ltda.	Brazil
Brandon Ambulatory Surgery Center, LC	Florida
Brighter Financial, Inc.	Delaware
BriovaRx Infusion Services 102, LLC	Delaware
BriovaRx of Florida, Inc.	Delaware
BriovaRx of Maine, Inc.	Maine	BriovaRx
BriovaRx of Massachusetts, LLC	Massachusetts
California Medical Group Insurance Company, Risk Retention Group	Arizona
Camp Hill-SCA Centers, LLC	Delaware
Capital City Medical Group, L.L.C.	Louisiana
Capstone Behavioral Health, Inc.	Nebraska
Cardinal Holding Company, LLC	Delaware
Care Improvement Plus of Texas Insurance Company	Texas	Care Improvement Plan
Care Improvement Plus South Central Insurance Company	Nebraska
Care Improvement Plus Wisconsin Insurance Company	Wisconsin	UnitedHealthcare Community Plan
Care Logistics, LLC	Delaware	Advanced Care Logistics LLC
CareMount Dental Member, LLC	Delaware
CareMount Health Solutions Employer, LLC	Delaware
CareMount Health Solutions, LLC	Delaware	Optum Medical Management
CareMount Holding, LLC	New York
CareMount Value Partners IPA, LLC	New York	Optum IPA of New York
Casa de Saúde Santa Therezinha Ltda.	Brazil
Castle Rock SurgiCenter, LLC	Colorado
Catalyst360, LLC	Delaware	CATALYST360 INSURANCE SERVICES, LLC
Catamaran S.á.r.l.	Luxembourg
CDC Holdings Colombia S.A.S.	Colombia
Cemed Care – Empresa de Atendimento Clínico Geral Ltda.	Brazil
Center for Quality Improvement, LLC	Delaware
Central Jersey Ambulatory Surgical Center, L.L.C.	New Jersey
CentrifyHealth, LLC	Delaware
---	---	---
Centro de Entrenamiento Capacitación en Reanimación SpA	Chile
Centro de Servicios Compartidos Banmédica SpA	Chile
Centro Médico Hospitalar Pitangueiras Ltda.	Brazil
Centro Odontológico Americano S.A.C.	Peru
Centromed Quilpué S.A.	Chile
Centros Médicos y Dentales Multimed Ltda.	Chile
Centurion Casualty Company	Nebraska
Chalfont HoldCo, LLC	Pennsylvania
Change Encircle, LLC	Delaware
Change Healthcare Advocates, LLC	Delaware	Altegra Health Connections, LLC
Change Healthcare Business Fulfillment, LLC	Delaware
Change Healthcare Canada Company	Nova Scotia
Change Healthcare Communications, LLC	Delaware	Express Bill LLC
Change Healthcare Correspondence Services, Inc.	Texas	Adminisource Communications, Inc.
Change Healthcare Engagement Solutions, Inc.	Delaware	Change Healthcare Corporation
Change Healthcare eRx Canada, Inc.	British Columbia
Change Healthcare Finance, Inc.	Delaware
Change Healthcare HealthQx, LLC	Pennsylvania	Change Healthcare HealthQX, LLC
Change Healthcare Holdings, Inc.	Delaware
Change Healthcare Holdings, LLC	Delaware
Change Healthcare Imaging Australia Pty Limited	Australia
Change Healthcare Inc.	Delaware
Change Healthcare Intermediate Holdings, Inc.	Delaware
Change Healthcare Intermediate Holdings, LLC	Delaware
Change Healthcare Ireland Limited	Ireland
Change Healthcare Ireland Solutions Limited	Ireland
Change Healthcare LLC	Delaware
Change Healthcare Operations, LLC	Delaware
Change Healthcare Payer Payment Integrity, LLC	Delaware
Change Healthcare Performance, Inc.	Delaware
Change Healthcare Pharmacy Solutions, Inc.	Maine	DBA Goold Health Systems Inc.<br>GHS Data Management<br>GHS Data Processing Services, Inc.<br>GHS II<br>Goold Health Systems<br>Goold Health Systems, (INC.)<br>Goold Health Systems, Inc.<br>Goold Health Systems, Inc. a/k/a Goold Health Systems
Change Healthcare Philippines, Inc.	Phillipines
Change Healthcare Practice Management Solutions Group, Inc.	Delaware
Change Healthcare Practice Management Solutions Investments, Inc.	Delaware
Change Healthcare Practice Management Solutions, Inc.	Delaware
Change Healthcare Puerto Rico, LLC	Delaware	Coding Source Puerto Rico LLC, The
Change Healthcare Resources Holdings, Inc.	Delaware
Change Healthcare Resources IPA, LLC	Delaware
Change Healthcare Resources LLC	Delaware	Altegra Health Operating Company LLC
---	---	---
Change Healthcare Solutions, LLC	Delaware	EBS Envoy LLC<br>Envoy Corporation<br>Envoy LLC
Change Healthcare Technologies, LLC	Delaware	Change Healthcare Technologies, LLC
Change Healthcare Technology Enabled Services, LLC	Georgia	Change Healthcare Technology Enabled Services, LLC<br>Medaphis Physician Services Corporation<br>PST Services, Inc.
Change Healthcare UK Holdings Limited	United Kingdom
Channel Islands Surgicenter Properties, LLC	Delaware
Charlotte-SC, LLC	Delaware
Citrus Regional Surgery Center, L.P.	Tennessee
Claims Management Systems, Inc.	Florida	Health Solutions Systems
Clínica Alameda SpA	Chile
Clínica Bío Bío SpA	Chile
Clínica Ciudad del Mar S.A.	Chile
Clínica Dávila y Servicios Médicos S.p.A.	Chile
Clínica del Country S.A.S.	Colombia
Clínica San Felipe S.A.	Peru
Clínica Sánchez Ferrer S.A.	Peru
Clínica Santa María S.p.A.	Chile
Clínica Vespucio S.A.	Chile
Clinical Partners of Colorado Springs, LLC	Colorado
CMO – Centro Médico de Oftalmologia S/S Ltda.	Brazil
CMS – Central de Manipulação e Serviços Farmacêuticos Ltda.	Brazil
Coalition for Advanced Pharmacy Services, Inc.	Delaware
Coastal Counseling Center, Inc.	Virginia
Cobranzas Banmédica SpA	Chile
COI – Clínicas Oncológicas Integradas S.A.	Brazil
Collaborative Care Holdings, LLC	Delaware
Collaborative Care Services, Inc.	Delaware
Collaborative Realty, LLC	New York
Colmedica Medicina Prepagada S.A.	Colombia
Colonial Outpatient Surgery Center, LLC	Florida
Colonial Practice Management, LLC	Delaware
Colorado Innovative Physician Solutions, Inc.	Colorado
Colorado Springs Surgery Center, Ltd.	Colorado
Comfort Care Transportation, LLC	Texas
Connecticut Surgery Center, Limited Partnership	Connecticut
Connecticut Surgery Properties, LLC	Delaware
Connecticut Surgical Center, LLC	Delaware
ConnectYourCare, Inc.	Delaware
ConnectYourCare, LLC	Maryland
Constructora Inmobiliaria Magapoq S.A.	Chile
Consumer Wellness Solutions, LLC	Delaware
Cornerstone Surgery Center, LLC	Florida
Country Scan Ltda.	Colombia
Cypress Care, Inc.	Delaware	Optum Workers Compensation Services of Georgia
---	---	---
Database Solutions, Inc.	Alabama	AccuReg Software, Inc.
Daybreak Real Estate, LLC	Tennessee
Day-Op Surgery Consulting Company, LLC	Delaware
DBP Services of New York IPA, Inc.	New York	OptumCare Network IPA
Delaware Surgery Center, LLC	Delaware
Dental Benefit Providers of California, Inc.	California
Dental Benefit Providers, Inc.	Delaware	DBP Services<br>DBP Services Inc.
Derry Surgical Center, LLC	New Hampshire	SURGICAL CENTER OF NEW HAMPSHIRE AT DERRY
Diagnóstico Ecotomográfico Centromed Ltda.	Chile
Diasnóstico por Imágenes Centromed Ltda.	Chile
Digestive Health Specialists Endoscopy Center - Arizona, LLC	Arizona
Dilab Medicina Nuclear Ltda.	Brazil
Diplomat Blocker, LLC	Delaware
Diplomat Corporate Properties, LLC	Michigan
Diplomat Pharmacy, Inc.	Michigan	Diplomat Specialty Pharmacy
Discovery Counseling & Consulting, LLC	Virginia
Distance Learning Network, Inc.	Delaware	i3CME<br>OptumHealth Education
divvyMED, LLC	Delaware	DIVVY DOSE<br>divvyDOSE<br>DIVVYDOSE LLC
DocASAP US, LLC	Delaware
DocASAP, Inc.	Delaware
Doctor + S.A.C.	Peru
Dry Creek Surgery Center, LLC	Colorado
DSP Flint Real Estate, LLC	Michigan
DSP-Building C, LLC	Michigan
DTC Surgery Center, LLC	Colorado	OCC Convalescent Center at Inverness<br>OCC Surgery Center at Inverness
DWIC of Tampa Bay, Inc.	Florida	Doctor's Walk-In Clinics<br>MedExpress<br>MedExpress Urgent Care - Cape Coral, SW Pine Island Rd<br>MedExpress Urgent Care - Carrollwood<br>MedExpress Urgent Care - Clearwater<br>MedExpress Urgent Care - Clewiston, W Sugarland Hwy<br>MedExpress Urgent Care - Deland, N Woodland Blvd<br>MedExpress Urgent Care - Fort Meyers, S Cleveland Ave<br>MedExpress Urgent Care - Golden Gate, Collier Blvd.<br>MedExpress Urgent Care - Hudson, State Road 52<br>MedExpress Urgent Care - Jacksonville, Atlantic Blvd.<br>MedExpress Urgent Care - Jacksonville, Merrill Rd<br>MedExpress Urgent Care - Lakeland, N Road 98<br>MedExpress Urgent Care - Largo<br>MedExpress Urgent Care - Lehigh Acres, Homestead Rd N<br>MedExpress Urgent Care - Lutz<br>MedExpress Urgent Care - Mylan - Fountainbleau Aviation<br>MedExpress Urgent Care - Mylan - Rectrix Aerodrome Centers<br>MedExpress Urgent Care - New Tampa<br>MedExpress Urgent Care - North Port, Tuscola Blvd<br>MedExpress Urgent Care - Northside<br>MedExpress Urgent Care - Palm Beach Gardens<br>MedExpress Urgent Care - Port Charlotte, Tamiami Trl<br>MedExpress Urgent Care - Vero Beach, US Highway 1<br>MedExpress Urgent Care - West Tampa<br>MedExpress Urgent Care-Brandon
---	---	---
E Street Endoscopy, LLC	Florida	West Coast Endoscopy Center
Ear Professionals International Corporation	Delaware	EPIC Hearing Healthcare<br>EPIC Hearing Insurance Agency<br>EPIC Hearing Service Plan<br>EPIC Risk Management<br>EPIC Warranty<br>UnitedHealthcare Hearing
East Brunswick Surgery Center, LLC	New Jersey	University SurgiCenter
EAVF Acquisition Holdings, LLC	Pennsylvania
ECBC General Partner, LLC	Pennsylvania
eCode Solutions, LLC	Delaware
Edelson & Associates, PSC	Kentucky
EH-SCA Holdings, LLC	Delaware
Electronic Network Systems, Inc.	Delaware
Elual Participações S.A.	Brazil
EM Orange Tree LLC	California
Emisar Pharma Services LLC	Delaware
Empremédica S. A.	Peru
Endo Parent, Inc.	Delaware
Endoscopy Associates of Valley Forge, LLC	Pennsylvania
Endoscopy Center Affiliates, Inc.	Delaware
---	---	---
Endoscopy Center of Bucks County, LP	Pennsylvania
Enterprise Life Insurance Company	Texas
EP Campus I, LLC	Delaware
EPIC Health Plan	California
EPIC Management Services, LLC	Delaware
Equian Parent Corp.	Delaware
Equian, LLC	Indiana	Casualty Recovery Solutions
eRx Network Holdings, Inc.	Delaware
eRx Network, LLC	Delaware
Esho – Empresa de Serviços Hospitalares S.A.	Brazil
Everett MSO, Inc.	Washington	The Everett Clinic
Excel MSO, LLC	California
Excelsior Insurance Brokerage, Inc.	Delaware
Executive Health Resources, Inc.	Pennsylvania
Executive Surgery Center, L.L.C.	Texas
Eye Clinic Oftalmologia Clínico Cirúrgica e Diagnóstico Ltda.	Brazil
Eye Specialists Surgery Centers LLC	Indiana	Marion Eye Specialists Surgery Center<br>Muncie Eye Specialists Surgery Center<br>Muncie Specialists Surgery Center
Fairhaven Holdings, LLC	Tennessee
Fairhaven Real Estate, LLC	Tennessee
Family Health Care Services	Nevada	Southwest Medical Associates Home Health
Family Home Hospice, Inc.	Nevada	OptumCare Palliative Care<br>Southwest Medical Associates Hospice and Palliative Care
First Family Insurance, LLC	Delaware
First Risk Advisors, Inc.	Pennsylvania
FMG Holdings, LLC	Delaware
For Health of Arizona, Inc.	Arizona	Geriatrix of Arizona<br>INSPIRIS of Arizona
For Health, Inc.	Delaware
Fortified Provider Network, Inc.	Arizona
Franklin Surgical Center LLC	New Jersey
Freedom Data Systems, Inc.	New Hampshire
Freedom Life Insurance Company of America	Texas
Freeway Surgicenter of Houston, LLC	Texas
Frontier Healthcare Billing Services LLC	New York
Frontier Healthcare Management Services, LLC	New York
Frontier Medex Tanzania Limited	Tanzania
FrontierMEDEX Kenya Limited	Nairobi
FrontierMEDEX US, Inc.	Delaware
FrontierMEDEX, Inc.	Minnesota	UnitedHealthcare Global
Fundación Banmédica	Chile
Gadsden Surgery Center, LLC	Delaware
Genoa Healthcare LLC	Pennsylvania	Alaska Business License #1073614
Genoa Healthcare, Inc.	Delaware
Genoa of Arkansas, LLC	Arkansas
---	---	---
Genoa Telepsychiatry, Inc.	Delaware	1DocWay, Inc.
Genoa, QoL Wholesale, LLC	Delaware
gethealthinsurance.com Agency Inc.	Indiana	UnitedOne Insurance Agency
Gladiolus Surgery Center, L.L.C.	Florida
Glenwood Surgical Center, L.P.	California	Glenwood Surgical Center
Glenwood-SC, LLC	Tennessee
Global One Ventures, LLC	California	G1<br>G1 Administrator<br>G1 Surgery<br>Global 1<br>Global One<br>Global One Administrator
Global Traveler Organization (Cayman) SPC Limited	Grand Cayman
Golden Outlook, Inc.	California	Golden Outlook<br>Golden Outlook Insurance Services
Golden Rule Financial Corporation	Delaware
Golden Rule Insurance Company	Indiana	UnitedHealthOne
Golden Triangle Surgicenter, L.P.	California
Grants Pass Surgery Center, LLC	Oregon
Grove Place Surgery Center, L.L.C.	Florida
H&W Indemnity (SPC), Ltd.	Grand Cayman
H.I. Investments Holding Company, LLC	Delaware
Hands Across Change Healthcare Inc.	Tennessee
Harken Health Insurance Company	Wisconsin
Hays Surgery Center, LLC	Texas
HCAT Acquisition Inc.	Delaware
hCentive, Inc.	Delaware
HCI Acquisition Corp.	New York
HCP ACO California, LLC	California	Optum California ACO
Health Care-ONE Insurance Agency, Inc.	California
Health Inventures Employment Solutions, LLC	Delaware
Health Inventures, LLC	Delaware
Health Plan of Nevada, Inc.	Nevada	Health Plan of Nevada HPN
Healthcare Associates of Irving PLLC	Texas
Healthcare Associates of Texas LLC	Delaware
HealthCare Partners ASC-LB, LLC	California	Optum Surgery Center
HealthCare Partners Management Services California, LLC	Delaware	HealthCare Partners Services, LLC
HealthCare Partners RE, LLC	Delaware	HealthCare Partners RE, LLC
Healthcare Solutions, Inc.	Delaware	Optum Healthcare Solutions of Georgia
Healthgrades Marketplace, LLC	Delaware
Healthline Group, LLC	Delaware
Healthline Holdings, LLC	Delaware
HealthMarkets Group, Inc.	Delaware
HealthMarkets Insurance Agency, Inc.	Delaware
HealthMarkets Services, Inc.	Delaware
HealthMarkets, Inc.	Delaware
HealthMarkets, LLC	Delaware
Healthplex America, LLC	Florida
---	---	---
Healthplex Dental Services, Inc.	Florida
Healthplex I.P.A., Inc.	New York
Healthplex Insurance Company	New York
Healthplex of CT, Inc.	Connecticut
Healthplex of DC, Inc.	District of Columbia
Healthplex of MD, Inc.	Maryland
Healthplex of ME, Inc.	Maine
Healthplex of NC, Inc.	North Carolina
Healthplex of NJ, Inc.	New Jersey
Healthplex of TX, Inc.	Texas
Healthplex, Inc.	New York	Healthplex Management Services, Inc.
HealthSCOPE Benefits, Inc.	Delaware	HEALTHSCOPE BENEFIT ADMINISTRATORS
HealthSCOPE Holdings, Inc.	Delaware
Heartland Heart and Vascular, LLC	Delaware
Help Seguros de Vida S.A.	Chile
Help Service S.A.	Chile
Help SpA	Chile
HHC-SCA Guilford Holdings, LLC	Delaware
Highlands Ranch Healthcare, LLC	Colorado	MedExpress Urgent Care<br>MedExpress Urgent Care Fort Collins Boardwalk Dr<br>MedExpress Urgent Care Glendale Leetsdale Dr<br>MedExpress Urgent Care Longmont S Main St<br>Optum Everycare Now<br>Optum Virtual Care
Home Medical S.A.	Chile
Honodav SpA	Chile
Hospitais Associados de Pernambuco Ltda.	Brazil
Hospital Alvorada Taguatinga Ltda.	Brazil
Hospital Ana Costa S.A.	Brazil
Hospital de Clínicas de Jacarepaguá Ltda.	Brazil
Hospital Santa Helena S.A.	Brazil
Humedica, Inc.	Delaware
Hygeia Corporation	Delaware
Hygeia Corporation (Ontario)	Ontario
IHD Holdings, LLC	Delaware
Illinois Independent Care Network, LLC	Delaware
Impel Consulting Experts, L.L.C.	Texas
Impel Management Services, L.L.C.	Texas
Indiana Care Organization, LLC	Indiana
Inland Surgery Center, L.P.	California
Inmobiliaria Apoquindo 3001 S.A.	Chile
Inmobiliaria Apoquindo 3600 Ltda.	Chile
Inmobiliaria Apoquindo S.A.	Chile
Inmobiliaria Clínica Santa María S.A.	Chile
Inmobiliaria e Inversiones Alameda S.A.	Chile
Inmobiliaria Viñamed Ltda.	Chile
---	---	---
INOV8 Surgical at Memorial City, LLC	Texas	INOV8 Surgical
inPharmative, Inc.	Nevada
INSPIRIS of Texas Physician Group	Texas	Optum Clinic<br>Optum Clinic + Medical Spa<br>Optum Clinic + Urgent Care
Inspiris, Inc.	Delaware
Instituto Radium de Cammpinas Ltda	Brazil
Integrated Behavioral Health, LLC	Louisiana	Integrated Behavioral Health
Inter-Hospital Physicians Association, Inc.	Oregon	Success-Rx<br>The Portland IPA
International Healthcare Services, Inc.	New Jersey
InTouch Pharmacy LLC	Georgia
Inversiones Clínicas Santa María SpA	Chile
Isapre Banmédica S.A.	Chile
Johnston Surgicare, L.P.	Rhode Island	Blackstone Valley Surgicare
Jordan Ridge Family Medicine, LLC	Delaware	Optum Primary Care - Jordan Ridge
Joyable, Inc.	Delaware
JPM Healthcare LLC	Delaware
Kalamazoo Endo Center, LLC	Michigan
KelseyCare Administrators LLC	Texas
Kokomo Outpatient Surgery Center, LLC	Indiana
KS Management Services, L.L.C.	Texas
KS Plan Administrators, LLC	Texas
KSMS Holdings, LLC	Texas
KSMS Intermediate Holdings I, LLC	Texas
KSMS Intermediate Holdings II, LLC	Texas
La Esperanza del Perú S.A.	Peru
Laboratorio ROE S.A.	Peru
Laboratorios Médicos Amed Quilpué S.A.	Chile
Landmark Group Holdings, LLC	Delaware
Landmark Health NY IPA, LLC	New York
Landmark Health NY PO, LLC	Delaware
Landmark Health of California, LLC	Delaware
Landmark Health of Massachusetts, LLC	Delaware
Landmark Health of North Carolina, LLC	North Carolina
Landmark Health of Oregon, LLC	Delaware
Landmark Health of Pennsylvania, LLC	Delaware
Landmark Health of Washington, LLC	Delaware
Landmark Health Technologies Private Limited	Karnataka
Landmark Health, LLC	Delaware
Landmark India, LLC	Delaware
Landmark MSO, LLC	Delaware
Landmark Primary Care, LLC	Delaware
Laser Acquisition Holdings III, LLC	Delaware
LDI Holding Company, LLC	Delaware	LDI Diplomat Holding Company, LLC
Leehar Distributors, LLC	Delaware	CastiaRx<br>CastiaRx Administrators, LLC<br>CastiaRx of Missouri<br>CastiaRx Pharmacy<br>CastiaRx Specialty Pharmacy<br>LDI Integrated Pharmacy Services<br>Leehar Distributors Missouri, LLC
---	---	---
Lifeprint Accountable Care Organization, LLC	Delaware	Optum Accountable Care, Arizona
LifeWell. Ltd. Co.	Georgia
Lightning Merger Sub Inc.	Delaware
Lindenhurst Holding, LLC	Delaware
Logan Surgical Suites, LLC	Utah
Lotten-Eyes Oftalmologia Clinica e Cirurgica Ltda.	Brazil
Louisville S.C., Ltd.	Kentucky
Louisville-SC Properties, Inc.	Kentucky
Loyola Ambulatory Surgery Center at Oakbrook, Inc.	Illinois
Lutheran Campus ASC, LLC	Colorado
MAMSI Life and Health Insurance Company	Maryland
Managed Care of North America, Inc.	Florida	MCNA Dental Plans
Managed Physical Network, Inc.	New York
March Holdings, Inc.	California
March Vision Care, Inc.	California
Marietta Outpatient Surgery, Ltd. (L.P.)	Georgia	Marietta Surgical Center
Marietta Surgical Center, Inc.	Georgia
Marin Health Ventures, LLC	California
Marin Specialty Surgery Center, LLC	California
Marin Surgery Holdings, Inc.	Delaware
Marlin Holding Company LLC	Delaware
Maryland Ambulatory Centers, LLC	Maryland
Maryland-SCA Centers, LLC	Delaware
Massachusetts Assurance Company, Ltd. PIC	Grand Cayman
Massachusetts Avenue Surgery Center, LLC	Maryland
MCNA Health Care Holdings, LLC	Florida
MCNA Insurance Company	Texas	MCNA Dental Plans
MCNA Systems Corp.	Florida
MD Ops, Inc.	California	CHIEF<br>Community Health Information Exchange Foundation
MD-Individual Practice Association, Inc.	Maryland
ME AHS UC LLC	Delaware
MED3000 Health Solutions of the Virginias, L.L.C.	Virginia
MED3000 Health Solutions Southeast	Florida
MedExpress Development, LLC	Florida
MedExpress Urgent Care Alabama, LLC	Alabama
MedExpress Urgent Care Maine, Inc.	Maine	Optum Everycare Now<br>Optum Virtual Care
MedExpress Urgent Care New Hampshire, Inc.	New Hampshire
MedExpress Urgent Care of Boynton Beach, LLC	Florida	MedExpress Urgent Care - Boca Raton<br>MedExpress Urgent Care - Coral Springs<br>MedExpress Urgent Care - Palm Beach Gardens<br>MedExpress Urgent Care - Royal Palm Beach
---	---	---
MedExpress Urgent Care, Inc. - Ohio	Ohio
Medical Clinic of North Texas PLLC	Texas	USMD Physician Services
Medical Hilfe S.A.	Chile
Medical Support Los Angeles, Inc.	California
Medical Surgical Centers of America, Inc.	Delaware
MedSynergies, LLC	Delaware
Melbourne Surgery Center, LLC	Georgia	Melbourne Surgery Center
Memorial City Holdings, LLC	Delaware
Memorial City Partners, LLC	Delaware
Memorial Houston Surgery Center, LLC	Texas
Mesquite Liberty, LLC	Nevada
MGH/SCA, LLC	California
MHC Real Estate Holdings, LLC	California
Miami Surgery Center, LLC	Delaware
Midwest Center for Day Surgery, LLC	Illinois
Mid-West National Life Insurance Company of Tennessee	Texas
Mile High SurgiCenter, LLC	Colorado
Monarch Management Services, Inc.	Delaware	Advanced Geriatric Care & Family Practice Associates<br>Optum
Montgomery Surgery Center Limited Partnership	Maryland	Montgomery Surgery Center
Morris County Surgical Center, LLC	New Jersey
MSLA Management LLC	Delaware
Mt. Pleasant Surgery Center, L.P.	Tennessee
Multiangio Ltda.	Brazil
Murrells Inlet ASC, LLC	South Carolina
Muskogee Surgical Investors, LLC	Oklahoma
Mustang Razorback Holdings, Inc.	Delaware
My Wellness Solutions, LLC	Delaware
NAMM Holdings, Inc.	Delaware
National Decision Support Company, LLC	Delaware
National Foundation Life Insurance Company	Texas
National Health Information Network, Inc.	Texas
National Pacific Dental, Inc.	Texas
National Surgery Centers, LLC	Delaware
Navigator Health, Inc.	Delaware
Naviguard, Inc.	Delaware
naviHealth Care at Home, LLC	Delaware
naviHealth Coordinated Care, LLC	Delaware
naviHealth Holdings, LLC	Delaware
naviHealth SM Holdings, Inc.	Delaware
naviHealth, Inc.	Delaware
Neighborhood Health Partnership, Inc.	Florida
---	---	---
Netwerkes, LLC	Tennessee
Nevada Pacific Dental	Nevada
New Orleans Regional Physician Hospital Organization, L.L.C.	Louisiana	Peoples Health<br>Peoples Health Network
New West Physicians, Inc.	Colorado	Elk Ridge Family Medicine<br>HEALTHFIRST PHYSICIANS<br>New West Physicians<br>Physician Alliance of the Rockies
Newton Holdings, LLC	Delaware
Nomad Buyer, Inc.	Delaware
North American Medical Management California, Inc.	Tennessee	Optum
North Puget Sound Oncology Equipment Leasing Company, LLC	Washington
Northern Nevada Health Network, Inc.	Nevada
Northern New Jersey Endoscopy Holdings, LLC	New Jersey
Northern Rockies Surgicenter, Inc.	Montana
Northlake Surgical Center, L.P.	Georgia
Northlake Surgicare, Inc.	Georgia
Northwest Spine and Laser Surgery Center LLC	Oregon	NW Spine and Laser Surgery Center
Northwest Surgicare, LLC	Delaware
Northwest Surgicare, Ltd., an Illinois Limited Partnership	Illinois
NSC Greensboro, LLC	Delaware
NSC Lancaster, LLC	Delaware
NSC Seattle, Inc.	Washington
NSC Upland, LLC	Delaware
OC Cardiology Practice Partners, LLC	Delaware
OCC MSO, LLC	Delaware
OhioSolutions.org LLC	Ohio	A+ Solutions
Omesa SpA	Chile
OmniClaim, LLC	Delaware
Oncocare S.A.C.	Peru
Optimum Choice, Inc.	Maryland	UnitedHealthcare
Optum Bank, Inc.	Utah	Exante Bank, Inc.<br>OptumHealth Bank, Inc.
Optum Biometrics, Inc.	Illinois
Optum Care Network of Indiana, LLC	Indiana
Optum Care Networks, Inc.	Delaware	Optum Care Network of Ohio<br>Optum Care Network of Oregon<br>Optum Care Network of Pennsylvania<br>Optum Care Networks of Kentucky<br>OptumCare Network of Connecticut
Optum Care of New York Management, Inc.	New York
Optum Care Services Company	Tennessee
Optum Care, Inc.	Delaware	MedExpress Payroll Arkansas
Optum Clinics Holding Company, Inc.	Delaware
Optum Compounding Services, LLC	Arizona
Optum Digital Health Holdings, LLC	Delaware
Optum Direct To Consumer, LLC	Delaware
Optum Financial, Inc.	Delaware
---	---	---
Optum Frontier Therapies Commercial Services, Inc.	Delaware
Optum Frontier Therapies Holdings, LLC	Delaware
Optum Frontier Therapies II, LLC	Nevada
Optum Frontier Therapies, LLC	Michigan	Alaska Business License #2143853
Optum Genomics, Inc.	Delaware
Optum Global Solutions (India) Private Limited	Telangana
Optum Global Solutions (Philippines), Inc.	Phillipines
Optum Global Solutions Colombia S.A.S.	Colombia
Optum Global Solutions International B.V.	Netherlands
Optum Government Solutions, Inc.	Delaware
Optum Growth Partners Holdings, Inc.	Delaware	EverCare<br>Evercare Hospice<br>Evercare Hospice and Palliative Care<br>Evercare Hospice and Palliative Care of Colorado Springs<br>Evercare Hospice and Palliative Care of Denver<br>Evercare Palliative Care<br>Evercare Palliative Services<br>Evercare Palliative Services of Colorado Springs<br>Evercare Palliative Services of Denver<br>Evercare Palliative Services of Dover<br>Evercare Palliative Services of Vienna
Optum Growth Partners, LLC	Delaware
Optum Health & Technology (Hong Kong) Limited	Hong Kong
Optum Health & Technology (India) Private Limited	Karnataka
Optum Health & Technology (Singapore) Pte. Ltd.	Singapore
Optum Health & Technology (US), LLC	Missouri
Optum Health & Technology Holdings (US), Inc.	Missouri
Optum Health & Technology Serviços do Brasil Ltda.	Brazil
Optum Health Networks, Inc.	Delaware	Optum<br>Optum Care Network-Arizona<br>Optum Community Center Layton<br>Optum Community Center Sandy<br>Optum Community Center West Valley<br>Optum Utah<br>OptumCare Medical Network<br>Optumcare Network of Indiana<br>OptumCare Network of Ohio
Optum Health Plan of California	Delaware	DaVita Healthcare Partners Plan, Inc.
Optum Health Services (Canada) Ltd.	British Columbia	Interlock Employee and Family Assistance<br>Optum International
Optum Health Solutions (Australia) Pty Ltd	Victoria	Optum<br>Optum International<br>OptumInsight
Optum Health Solutions (UK) Limited	United Kingdom
Optum Healthcare of Illinois, Inc.	Georgia
Optum Hospice Pharmacy Services, LLC	Delaware	HospiScript Services<br>Optum Hospice Pharmacy Services<br>Optum Hospice Pharmacy Services Administrator
Optum Infusion Services 100, Inc.	New York	Advanced Care of New Jersey Inc.
Optum Infusion Services 101, Inc.	New York
Optum Infusion Services 103, LLC	Delaware
Optum Infusion Services 200, Inc.	South Carolina
---	---	---
Optum Infusion Services 201, Inc.	Florida
Optum Infusion Services 202, Inc.	Florida
Optum Infusion Services 203, Inc.	Florida
Optum Infusion Services 204, Inc.	Florida
Optum Infusion Services 205, Inc.	Florida
Optum Infusion Services 206, Inc.	Alabama
Optum Infusion Services 207, Inc.	Alabama
Optum Infusion Services 208, Inc.	North Carolina
Optum Infusion Services 209, Inc.	Georgia	AxelaCare
Optum Infusion Services 301, LP	Oklahoma	AxelaCare
Optum Infusion Services 302, LLC	Nebraska
Optum Infusion Services 305, LLC	Delaware	Optum Services 305, LLC
Optum Infusion Services 308, LLC	Arizona	AxelaCare
Optum Infusion Services 401, LLC	California
Optum Infusion Services 402, LLC	California
Optum Infusion Services 403, LLC	California
Optum Infusion Services 404, LLC	Oregon
Optum Infusion Services 500, Inc.	Delaware	Alaska Business License #2120394<br>Optum Infusion Services 500<br>Optum Services 500, Inc.
Optum Infusion Services 501, Inc.	Delaware
Optum Infusion Services 550, LLC	Delaware	Optum Services 550, LLC
Optum Infusion Services 551, LLC	Connecticut	Diplomat Specialty Infusion Group
Optum Infusion Services 553, LLC	North Carolina	Diplomat Specialty Infusion Group
Optum Infusion Services 554, Inc.	New York	Diplomat Specialty Infusion Group
Optum Insurance of Ohio, Inc.	Ohio
Optum Labs Topaz, Inc.	Delaware
Optum Labs, Inc.	Phillipines	UnitedHealth Group Research & Development
Optum Labs, LLC	Delaware
Optum Life Sciences (Canada) Inc.	Ontario
Optum Networks of New Jersey, Inc.	Delaware	Optum Care Network-New Jersey<br>OptumCare Network of New Jersey<br>OrthoNet of the Mid-Atlantic
Optum of New York, Inc.	New York
Optum Operations (Ireland) Unlimited Company	Ireland
Optum Oregon MSO, LLC	Delaware
Optum Peak Endoscopy Center, LLC	Delaware	Optum Peak Endoscopy
Optum Perks LLC	Delaware
Optum Pharma Services Holdings, Inc.	Delaware
Optum Pharmacy 601, LLC	Florida
Optum Pharmacy 700, LLC	Delaware
Optum Pharmacy 701, LLC	Delaware	Alaska Business License #2143945
Optum Pharmacy 702, LLC	Indiana
Optum Pharmacy 704, Inc.	Texas
Optum Pharmacy 705, LLC	Alabama
Optum Pharmacy 706, Inc.	New York
Optum Pharmacy 707, Inc.	California
---	---	---
Optum Pharmacy 800, Inc.	Arizona
Optum Pharmacy 801, Inc.	Arizona
Optum Pharmacy 803, Inc.	Arizona
Optum Pharmacy 805, Inc.	Arizona
Optum Pharmacy 806, Inc.	California
Optum Public Sector Solutions, Inc.	Delaware	OptumServe Community Care Services
Optum Rocket, LLC	Delaware
Optum SCA CS JV Holdings, LLC	Delaware
Optum Senior Services, LLC	Alabama	SeniorScript
Optum Services (Ireland) Limited	Dublin
Optum Services (Puerto Rico) LLC	Puerto Rico
Optum Services, Inc.	Delaware	Business License - USVI
Optum Solutions UK Holdings Limited	United Kingdom
Optum Specialty Distribution Holdings, LLC	Nevada
Optum Specialty Distribution, LLC	Delaware
Optum Technology, LLC	Delaware
Optum UK Solutions Group Limited	United Kingdom
Optum Washington Network, LLC	Washington
Optum Women's and Children's Health, LLC	Delaware
Optum, Inc.	Delaware
Optum360 Services, Inc.	Delaware
Optum360 Solutions, LLC	Delaware
Optum360, LLC	Delaware
OptumCare ACO New Mexico, LLC	Delaware	NM Care ACO, LLC
OptumCare ACO West, LLC	Delaware
OptumCare Clinical Trials, LLC	Delaware	HCP Clinical Research<br>HCP Clinical Research, LLC
OptumCare Colorado ASC, LLC	Colorado	Digestive Disease Endoscoopy<br>Optum Digestive Disease<br>Optum Endoscopy
OptumCare Colorado Springs, LLC	Colorado	Colorado Springs Health Partners<br>Digestive Disease Clinic<br>Optum<br>Optum Digestive Disease
OptumCare Colorado, LLC	Colorado	HealthCare Partners Colorado, LLC
OptumCare Endoscopy Center New Mexico, LLC	New Mexico
OptumCare Florida CI, LLC	Delaware
OptumCare Florida, LLC	Delaware	Ameridrug<br>Apopka Family Medicine<br>Associated Family Medicine Sabal Palm<br>DaVita Medical Florida<br>DaVita Medical Group<br>DaVita Medical Group - North Westmonte<br>DaVita Medical Group Florida<br>DaVita Pharmacy <br>HCP Care Partners<br>Healthcare Partners Georgia<br>JSA Best Group<br>JSA Healthcare Corporation<br>JSA Medical Group Bayway<br>JSA Medical Group Northeast<br>JSA Medical Group Skyway<br>Lake Mary Family Medicine<br>Northside Family Medicine<br>Optum<br>South Seminole Family Medicine<br>Tuscawilla Family Medicine
---	---	---
OptumCare Holdings Colorado, LLC	Colorado
OptumCare Holdings, LLC	California	HealthCare Partners Holdings, LLC
OptumCare Management, LLC	California	HealthCare Partners<br>HealthCare Partners, LLC<br>Magan Medical Clinic<br>Optum
OptumCare New Mexico, LLC	Delaware	ABQ Health Partners, LLC<br>DaVita Medical Group
OptumCare New York IPA, Inc.	New York
OptumCare South Florida, LLC	Florida	DaVita Medical Group<br>DaVita Medical Group Florida<br>HealthCare Partners South Florida, LLC<br>Optum
OptumCare Specialty Practices Investments, LLC	Delaware
OptumCare Specialty Practices, LLC	Delaware
OptumHealth Care Solutions, LLC	Delaware	UnitedHealth Group Research & Development
OptumHealth Holdings, LLC	Delaware
OptumHealth International B.V.	Netherlands
OptumInsight Holdings, LLC	Delaware
OptumInsight Life Sciences, Inc.	Delaware
OptumInsight, Inc.	Delaware	Ingenix, Inc.<br>Optum
OptumRx Administrative Services, LLC	Texas	Alaska Business License #2143946
OptumRx Discount Card Services, LLC	Delaware	Alaska Business License #1039765
OptumRx Group Holdings, Inc.	Delaware
OptumRx Health Solutions, LLC	Delaware
OptumRx Holdings I, LLC	Delaware
OptumRx Holdings, LLC	Delaware
OptumRx Home Delivery of Ohio, LLC	Ohio	OptumRx at Nationwide<br>OptumRx of Ohio
OptumRx IPA III, Inc.	New York
OptumRx NY IPA, Inc.	New York
OptumRx of Pennsylvania, LLC	Delaware	FutureScripts Secure
OptumRx PBM of Illinois, Inc.	Delaware
OptumRx PBM of Maryland, LLC	Nevada	Alaska Business License #1048672<br>OptumRx PBM Administrator of Maryland
OptumRx PBM of Pennsylvania, LLC	Pennsylvania	FutureScripts
---	---	---
OptumRx PBM of Wisconsin, LLC	Wisconsin	OptumRx PBM Administrator of Wisconsin
OptumRx PD of Pennsylvania, LLC	Pennsylvania
OptumRx Pharmacy of Nevada, Inc.	Nevada	Culinary<br>Culinary Pharmacy
OptumRx, Inc.	California	Alaska Business License #2084085 FirstLine Medical<br>Alaska Business License #2108686 FirstLine Benefits<br>Alaska Business License 2084037<br>Alaska Business License 969517 (OptumRx)<br>FirstLine Benefits<br>FirstLine Medical<br>OptumRx<br>OptumRx PBM Administrator of California<br>OptumRx Pharmacy at Collins Aerospace
OptumServe Health Services, Inc.	Wisconsin	LHI<br>Logistics Health<br>Logistics Health, Inc.<br>OptumServe Health Services, Inc.
OptumServe Technology Services, Inc.	Maryland	Optum<br>Optum, Inc.<br>QSSI<br>Quality Software Services
Oren Meyers, Ph.D., LLC	Ohio
Orlando Center for Outpatient Surgery, L.P.	Georgia
Orthology Inc.	Delaware
OrthoNet Holdings, Inc.	Delaware
OrthoNet LLC	New York	OrthoNet of New York
OrthoNet New York IPA, Inc.	New York
OrthoNet of the South, Inc.	Delaware
OrthoNet West, Inc.	Delaware
OrthoWest MSO, LLC	Delaware
OSB – Tecnologia e Serviços de Suporte Lda.	Paraná
Ovations, Inc.	Delaware
Oxford Benefit Management, Inc.	Connecticut
Oxford Health Insurance, Inc.	New York
Oxford Health Plans (CT), Inc.	Connecticut
Oxford Health Plans (NJ), Inc.	New Jersey
Oxford Health Plans (NY), Inc.	New York
Oxford Health Plans LLC	Delaware	Oxford Agency - Oxford Health Plans Inc.
P2P Link, LLC	Delaware
Pacific Casualty Company, Inc.	Hawaii
PacifiCare Life and Health Insurance Company	Indiana	UnitedHealthOne
PacifiCare Life Assurance Company	Colorado	UnitedHealthOne
PacifiCare of Arizona, Inc.	Arizona	PacifiCare<br>Secure Horizons
PacifiCare of Colorado, Inc.	Colorado	Comprecare, Inc.<br>Secure Horizons
Pacífico S.A. Entidad Prestadora de Salud	Peru
Panama City Surgery Center, LLC	Florida
Pomerado Outpatient Surgical Center, L.P.	California	Rancho Bernardo Surgery Center
---	---	---
Post-Acute Care Center for Research, LLC	Delaware
PPH Holdings, LLC	Delaware
PPH Management Company, L.L.C.	Delaware
PPH-Columbia, Inc.	Delaware
PPH-Gardendale, Inc.	Delaware
Practice Partners in Healthcare, LLC	Delaware
Preferred Care Network of Florida, Inc.	Florida
Preferred Care Network, Inc.	Florida
Preferred Care Partners Holding, Corp.	Florida
Preferred Care Partners, Inc.	Florida
PreferredOne Administrative Services, Inc.	Minnesota	PreferredOne
PreferredOne Insurance Company	Minnesota
Premier Choice ACO, Inc.	California
Premier Medical Resources, LLC	Delaware
Premier Surgery Center of Louisville, L.P.	Tennessee
Prevention Healthcare Holdings, LLC	Delaware
Prime Health, Inc.	Nevada
PrimeCare Medical Network, Inc.	California
PrimeCare of Citrus Valley, Inc.	California	Optum<br>Optum Care Network–Citrus Valley
PrimeCare of Corona, Inc.	California	Optum<br>Optum Care Network-Corona
PrimeCare of Hemet Valley, Inc.	California	Optum<br>Optum Care Network-Hemet Valley
PrimeCare of Inland Valley, Inc.	California	Optum<br>Optum Care Network–Inland Valley
PrimeCare of Moreno Valley, Inc.	California	Optum<br>Optum Care Network–Moreno Valley
PrimeCare of Redlands, Inc.	California	Optum<br>Optum Care- Redlands
PrimeCare of Riverside, Inc.	California
PrimeCare of San Bernardino, Inc.	California	Optum<br>Optum Care Network-San Bernardino
PrimeCare of Sun City, Inc.	California	Optum<br>Optum Care Network–Sun City
PrimeCare of Temecula, Inc.	California	Optum Network Temecula
Procura Management, Inc.	Delaware	Optum Managed Care Services
Progressive Enterprises Holdings, Inc.	Delaware
Progressive Medical, LLC	Ohio	Optum Workers Compensation Services of Ohio<br>PMI Medical Solutions, LLC<br>PMI Solutions, LLC<br>Progressive Medical Solutions, LLC<br>Progressive Medical, LLC of Ohio
ProHEALTH Medical Management, LLC	Delaware
ProHealth Physicians ACO, LLC	Connecticut
ProHealth Physicians, Inc.	Connecticut
ProHealth Proton Center Management, LLC	Delaware
Promotora Country S.A.	Colombia
Pronounced Health Solutions, Inc.	Delaware
Prosemedic S.A.C.	Peru
---	---	---
Prospero Benefits Management, LLC	Delaware
Prospero Care Management, LLC	Delaware
Prospero Management Services, LLC	Delaware
Providence & SCA Development, LLC	Delaware
Pulse Platform, LLC	Delaware
QoL Acquisition Holdings Corp.	Delaware
R Cubed, Inc.	Tennessee	SeniorMetrix
Rally Health, Inc.	Delaware
Real Appeal, LLC	Delaware
Redlands Ambulatory Surgery Center	California
Redlands-SCA Surgery Centers, Inc.	California
Refresh Intermediate Holdings, Inc.	Delaware
Refresh Kentucky, PLLC	Kentucky
Refresh Management, LLC	Delaware
Refresh Mental Health, Inc.	Delaware
Refresh New Jersey Psych Health LLC	New Jersey
Refresh Parent Holdings, Inc.	Delaware
Reliant MSO, LLC	Delaware
Research Surgical Center LLC	Colorado	Surgical Center of the Rockies
Restore OMH Holdings, Inc.	Delaware
Restore OMH Intermediate Holdings, Inc.	Delaware
Riverside Corporate Wellness, LLC	Wisconsin
Riverside Medical Management, LLC	Delaware
Riverside Surgical Center of Meadowlands, LLC	New Jersey	Riverside Surgical Center of Rutherford
Riverside Surgical Center of Newark, LLC	New Jersey
Rockville Eye Surgery Center, LLC	Maryland	Palisades Eye Surgery Center
Rocky Mountain Health Maintenance Organization, Incorporated	Colorado	Rocky Mountain Health Plans<br>Rocky Mountain HMO
RVO Health, LLC	Delaware
RX Ricardo Campos Ltda.	Brazil
Saden S.A.	Chile
Salem JV Holdings, LLC	Delaware
Salem Surgery Center, LLC	Oregon	Northbank Surgical Center
Salveo Specialty Pharmacy, Inc.	Delaware
Sand Lake SurgiCenter, LLC	Florida	Sand Lake Surgery Center
Santa Helena Assistência Médica S.A.	Brazil
Santos Administração e Participações S.A.	Brazil
Sanvello Health Holdings, LLC	Delaware
Sanvello Health Inc.	Delaware
SC Affiliates, LLC	Delaware
SCA AHN JV Holdings II, LLC	Delaware
SCA AHN JV Holdings, LLC	Delaware
SCA Alaska Surgery Center, Inc.	Alaska
SCA Austin Holdings, LLC	Delaware
SCA Austin Medical Center Holdings, LLC	Delaware
SCA Aventura Holdings, LLC	Delaware
SCA Avon Holdings, LLC	Delaware
---	---
SCA Bloomfield Holdings, LLC	Delaware
SCA BOSC Holdings, LLC	Delaware
SCA Cedar Park Holdings, LLC	Delaware
SCA Clifton, LLC	Delaware
SCA Colorado Springs Holdings, LLC	Delaware
SCA Cottonwood Holdings, LLC	Delaware
SCA Danbury Surgical Center, LLC	Delaware
SCA Denver Holdings, LLC	Delaware
SCA Development, LLC	Delaware
SCA Duluth Holdings, LLC	Delaware
SCA Duncanville Holdings, LLC	Delaware
SCA Duncanville MSO, LLC	Texas
SCA East Bay Holdings, LLC	Delaware
SCA eCode Solutions Private Limited	Uttar Pradesh
SCA Englewood Health Holdings, LLC	Delaware
SCA Englewood Holdings, LLC	Delaware
SCA ESSC Holdings, LLC	Delaware
SCA Global One Holdings, LLC	Delaware
SCA Grove Creek Holdings, LLC	Delaware
SCA Guilford Holdings, LLC	Delaware
SCA Hays Holdings, LLC	Delaware
SCA Health Anesthesia, LLC	Delaware
SCA Health Value Enterprise, LLC	Delaware
SCA Health, LLC	Delaware
SCA Heartland Holdings, LLC	Delaware
SCA High Point Holdings, LLC	Delaware
SCA HoldCo, Inc.	Delaware
SCA Holding Company, Inc.	Delaware
SCA Holdings, Inc.	California
SCA Houston Holdings, LLC	Delaware
SCA HRH Holdings, LLC	Delaware
SCA IEC Holdings, LLC	Delaware
SCA Indiana Holdings, LLC	Delaware
SCA Louisville, LLC	Kentucky
SCA Lutheran Holdings, LLC	Delaware
SCA Mohawk Holdings, LLC	Delaware
SCA Murrells Inlet, LLC	Delaware
SCA Northern Utah Holdings, LLC	Delaware
SCA Northwest Holdings, LLC	Delaware
SCA Outside New Jersey, LLC	Delaware
SCA Pacific Holdings, Inc.	California
SCA Pacific Surgery Holdings, LLC	Delaware
SCA Palisades Holdings, LLC	Delaware
SCA Pennsylvania Holdings, LLC	Delaware
SCA Pinnacle Holdings, LLC	Delaware
SCA Premier Surgery Center of Louisville, LLC	Delaware
SCA Providence Holdings, LLC	Delaware
---	---
SCA Rockledge JV, LLC	Delaware
SCA ROCS Holdings, LLC	Delaware
SCA Rush Oak Brook Holdings, LLC	Delaware
SCA Sage Medical, LLC	Delaware
SCA San Diego Holdings, LLC	Delaware
SCA Skyway Holdings, LLC	Delaware
SCA South Ogden Holdings, LLC	Delaware
SCA Southwest Fort Wayne Holdings, LLC	Delaware
SCA Southwestern PA, LLC	Delaware
SCA Specialists of Florida, LLC	Delaware
SCA Specialty Holdings of Connecticut, LLC	Delaware
SCA SSSC Holdings, LLC	Delaware
SCA Stonegate Holdings, LLC	Delaware
SCA Surgery Holdings, LLC	Delaware
SCA Surgicare of Laguna Hills, LLC	Delaware
SCA Total Holdings, LLC	Delaware
SCA West Health Holdings, LLC	Delaware
SCA Westgreen Holdings, LLC	Delaware
SCA-Albuquerque Surgery Properties, Inc.	New Mexico
SCA-Alliance, LLC	Delaware
SCA-Anne Arundel, LLC	Delaware
SCA-AppleCare Partners, LLC	Delaware
SCA-Bethesda, LLC	Delaware
SCA-Blue Ridge, LLC	Delaware
SCA-Bonita Springs, LLC	Delaware
SCA-Brandon, LLC	Delaware
SCA-Carlsbad Holdings, LLC	Delaware
SCA-Castle Rock, LLC	Delaware
SCA-Charleston, LLC	Delaware
SCA-Chatham, LLC	Delaware
SCA-Chevy Chase, LLC	Delaware
SCA-Citrus, LLC	Tennessee
SCA-Colonial Partners, LLC	Delaware
SCA-Colorado Springs, LLC	Delaware
SCA-Davenport, LLC	Delaware
SCA-Denver Physicians Holdings, LLC	Delaware
SCA-Denver, LLC	Delaware
SCA-Derry, LLC	Delaware
SCA-Doral, LLC	Delaware
SCA-Downey, LLC	Delaware
SCA-Dry Creek, LLC	Delaware
SCA-Dublin, LLC	Delaware
SCA-Encinitas, Inc.	Delaware
SCA-Eugene, LLC	Tennessee
SCA-First Coast, LLC	Delaware
SCA-Florence, LLC	Delaware
SCA-Fort Collins, Inc.	Colorado
---	---
SCA-Fort Walton, Inc.	Tennessee
SCA-Franklin, LLC	Delaware
SCA-Frederick, LLC	Delaware
SCA-Freeway Holdings, LLC	Delaware
SCA-Ft. Myers, LLC	Delaware
SCA-Gainesville, LLC	Delaware
SCA-Gladiolus, LLC	Delaware
SCA-Glenwood Holdings, LLC	Delaware
SCA-Grants Pass, LLC	Delaware
SCA-Grove Place, LLC	Delaware
SCA-Hagerstown, LLC	Delaware
SCA-Hilton Head, LLC	Delaware
SCA-Houston Executive, LLC	Delaware
SCAI Holdings, LLC	Delaware
SCA-Illinois, LLC	Delaware
SCA-IT Holdings, LLC	Delaware
SCA-JPM Holdings, LLC	Delaware
SCA-Kissing Camels Holdings, LLC	Delaware
SCA-Marina del Rey, LLC	California
SCA-MC VBP, Inc.	Delaware
SCA-Mecklenburg Development Corp.	North Carolina
SCA-Memorial City, LLC	Delaware
SCA-Memorial, LLC	Delaware
SCA-Merritt, LLC	Delaware
SCA-Midlands, LLC	Delaware
SCA-Midway Management, LLC	Illinois
SCA-Mobile, LLC	Delaware
SCA-Mokena, LLC	Delaware
SCA-Morris Avenue, LLC	Delaware
SCA-Morris County, LLC	Delaware
SCA-Mt. Pleasant, LLC	Delaware
SCA-Naperville, LLC	Delaware
SCA-Naples, LLC	Delaware
SCA-New Jersey, LLC	Delaware
SCA-Newport Beach, LLC	California
Scanner Centromed S.A.	Chile
SCA-Palm Beach MSO Holdings, LLC	Delaware
SCA-Palm Beach, LLC	Delaware
SCA-Panama City Holdings, LLC	Delaware
SCA-Paoli, LLC	Delaware
SCA-Phoenix, LLC	Delaware
SCA-Pocono, LLC	Delaware
SCA-Portland, LLC	Delaware
SCA-Practice Partners Holdings, LLC	Delaware
SCA-Riverside Partners, LLC	Delaware
SCA-Riverside, LLC	Delaware
SCA-Rockville, LLC	Delaware
---	---	---
SCA-Sacred Heart Holdings, LLC	Delaware
SCA-San Diego, Inc.	Delaware
SCA-San Luis Obispo, LLC	Delaware
SCA-Sand Lake, LLC	Delaware
SCA-Santa Rosa, Inc.	Nevada
SCA-Seattle, LLC	Delaware
SCA-Somerset, LLC	Delaware
SCA-Sparta, LLC	Delaware
SCA-Spartanburg Holdings, LLC	Delaware
SCA-St. Cloud Holdings, LLC	Delaware
SCA-St. Louis Holdings, LLC	Delaware
SCA-St. Louis, LLC	Delaware
SCA-St. Lucie, LLC	Delaware
SCA-Surgicare, LLC	Delaware
SCA-SwiftPath, LLC	Delaware
SCA-Verta, LLC	Delaware
SCA-VLR Holdings Company, LLC	Delaware
SCA-Wake Forest, LLC	Delaware
SCA-Western Connecticut, LLC	Delaware
SCA-Westover Hills, LLC	Delaware
SCA-Winchester, LLC	Delaware
SCA-Winter Park, Inc.	Tennessee
SCA-Woodlands Holdings, LLC	Delaware
SCLHS-SCA Holdings, LLC	Delaware
SCP Specialty Infusion, LLC	Delaware
SecureMD Management, LLC	Colorado
Seisa Serviços Integrados de Saúde Ltda.	Brazil
Senior Benefits, L.L.C.	Arizona
Senior Care Network of Connecticut, LLC	Delaware	Advantage Plus Network -Connecticut
Serquinox Holdings LLC	Delaware
Servicios de Entrenamiento en Competencias Clínicas SpA	Chile
Servicios Integrados de Salud Ltda.	Chile
Servicios Médicos Amed Quilpué S.A.	Chile
Servicios Médicos Bío Bío Ltda.	Chile
Servicios Médicos Ciudad del Mar Ltda.	Chile
Servicios Médicos Santa María Ltda.	Chile
Servicios Médicos Vespucio Ltda.	Chile
SHC Atlanta, LLC	Delaware
SHC Austin, Inc.	Georgia
SHC Hawthorn, Inc.	Georgia
SHC Melbourne, Inc.	Georgia
Sierra Dental Plan, Inc.	California
Sierra Health and Life Insurance Company, Inc.	Nevada	UnitedHealthcare Insurance Company USA
Sierra Health Services, Inc.	Nevada
Sierra Health-Care Options, Inc.	Nevada
---	---	---
Sierra Home Medical Products, Inc.	Nevada	Southwest Medical Pharmacy & Home Medical Equipment<br>THC of Nevada
Sierra Nevada Administrators, Inc.	Nevada
Sistema de Administración Hospitalaria S.A.C.	Peru
SJ East Campus ASC, LLC	Colorado	Denver Convalescent & Recovery Center<br>Denver Surgery Center
Small Business Insurance Advisors, Inc.	Texas
Sobam – Centro Médico Hospitalar S.A.	Brazil
Sociedad de Inversiones Santa María SpA	Chile
Solaris JV Holdings, Inc.	Delaware
Solstice Administration Services, Inc.	Florida
Solstice Administrators of Alabama, Inc.	Alabama
Solstice Administrators of Arizona, Inc.	Arizona
Solstice Administrators of Missouri, Inc.	Missouri
Solstice Administrators of North Carolina, Inc.	North Carolina
Solstice Administrators of Texas, Inc.	Texas
Solstice Administrators, Inc.	California
Solstice Benefit Services, Inc.	Florida
Solstice Benefits, Inc.	Florida
Solstice Health Insurance Company	New York
Solstice Healthplans of Arizona, Inc.	Arizona
Solstice Healthplans of Colorado, Inc.	Colorado
Solstice Healthplans of New Jersey, Inc.	New Jersey
Solstice Healthplans of Ohio, Inc.	Ohio
Solstice Healthplans of Texas, Inc.	Texas
Solstice Healthplans, Inc.	Florida
Solstice of Illinois, Inc.	Illinois
Solstice of Minnesota, Inc.	Minnesota
Solstice of New York, Inc.	New York
Solutran, LLC	Delaware
Somerset Outpatient Surgery, L.L.C.	New Jersey	Raritan Valley Surgery Center
Southwest Medical Associates, Inc.	Nevada	OptumCare<br>OptumCare Community Center<br>Southwest Hospitalist Services Group
Southwest Michigan Health Network Inc.	Michigan
Southwest Surgical Center, LLC	Minnesota	Orthopaedic Institute Surgery Center
Space Coast Surgical Center, Ltd.	Florida	Merritt Island Surgery Center
Spartanburg Surgery Center, LLC	South Carolina
Specialists in Urology Surgery Center, LLC	Florida
Specialized Pharmaceuticals, Inc.	Pennsylvania
Specialty Benefits, LLC	Delaware	EyeFit<br>EyeFit Vision Center
Specialty Billing Solutions, LLC	Colorado
Specialty Surgical Center, LLC	New Jersey
Spectera of New York, IPA, Inc.	New York
Spectera, Inc.	Maryland	CARE Programs, a division of Spectera, Inc<br>Health Benefit Sevices, Inc.<br>Spectera<br>United Optical
---	---	---
SRPS, LLC	Delaware
St. Cloud MSO, LLC	Delaware
St. Cloud Surgical Center, LLC	Delaware
St. Louis Cardiovascular Institute, LLC	Missouri
St. Louis Specialty Surgical Center, LLC	Missouri
Starship Securities LLC	Delaware
Stonegate Surgery Center, L.P.	Texas
Summit Cardiovascular Group, LLC	Delaware
Sundance Behavioral Resources, LLC	Utah
SunSurgery, LLC	Delaware
Surgery Center at Cherry Creek, LLC	Colorado
Surgery Center at Cottonwood, LLC	Utah
Surgery Center at Grove Creek, LLC	Utah
Surgery Center at Kissing Camels, LLC	Colorado
Surgery Center at South Ogden, LLC	Utah
Surgery Center Holding, LLC	Delaware
Surgery Center of Boca Raton, Inc.	Florida
Surgery Center of Colorado Springs, LLC	Delaware
Surgery Center of Des Moines, LLC	Delaware
Surgery Center of Easton, LLC	Delaware
Surgery Center of Ellicott City, Inc.	Delaware
Surgery Center of Louisville, LLC	Delaware
Surgery Center of Maui, LLC	Delaware
Surgery Center of Muskogee, LLC	Delaware
Surgery Center of Southern Pines, LLC	Delaware
Surgery Center of The Woodlands, LLC	Texas
Surgery Centers of Des Moines, Ltd., an Iowa Limited Partnership	Iowa
Surgery Centers-West Holdings, LLC	Delaware
Surgical Care Affiliates, LLC	Delaware	SCA Health
Surgical Care Partners of Melbourne, LLC	Delaware
Surgical Center of Tuscaloosa Holdings, LLC	Alabama
Surgical Center of TVH, LLC	Idaho
Surgical Health Of Orlando, LLC	Florida
Surgical Health, LLC	Delaware
Surgical Hospital Holdings of Oklahoma, LLC	Delaware
Surgical Management Solutions, LLC	Delaware	Specialists Management Solutions
Surgicare of Jackson, LLC	Delaware
Surgicare of Joliet, Inc.	Illinois
Surgicare of La Veta, Inc.	California
Surgicare of Minneapolis, LLC	Delaware
Surgicare of Mobile, LLC	Delaware
Surgicare of Oceanside, Inc.	California
Surgicare of Owensboro, LLC	Delaware
---	---	---
Surgicare of Salem, LLC	Delaware
Surgicare, LLC	Indiana
Surgicenters of Southern California, Inc.	California
TeamMD Holdings, Inc.	Delaware
TeamMD Physicians of Texas, Inc.	Texas	UnitedHealthcare Alief Clinic
TeamUP Insurance Services, Inc.	California
Tecnología de Información en Salud S.A.	Chile
The Advisory Board Company	Delaware	The Delaware Advisory Board Company
The Center for Cognitive and Behavioral Therapy of Greater Columbus, Inc.	Ohio
The Center for Eating Disorders Management, Inc.	New Hampshire	The Better Brain Center
The Chesapeake Life Insurance Company	Oklahoma
The Endoscopy Center of West Central Ohio, LLC	Ohio	The Endoscopy Center
The Lewin Group, Inc.	North Carolina	Lewin
The Polyclinic MSO, LLC	Delaware
The Surgical Center of the Treasure Coast, L.L.C.	Florida
Thomas Johnson Surgery Center, LLC	Maryland
Three Rivers Holdings, Inc.	Delaware
Three Rivers Surgical Care, L.P.	Tennessee	Three Rivers Surgical Care
Tmesys, LLC	Florida
Topimagem Diagnóstico por Imagem Ltda.	Brazil
Trails Edge Surgery Center, LLC	Florida
Transformer DE I, LLC	Delaware
Transformer DE II, LLC	Delaware
Transformer TX Holdings, LLC	Texas
Travel Express Incorporated	Maryland
TTCP-SR Holdings, Inc.	Delaware
U.S. Behavioral Health Plan, California	California	OptumHealth Behavioral Solutions of California
UCHealth HRH-SCA Holdings, LLC	Delaware
UHC Finance (Ireland) Limited	Dublin
UHC International Services, Inc.	Delaware
UHC of California	California	PacifiCare<br>PacifiCare of California<br>Secure Horizons<br>UnitedHealthcare of California
UHCG – FZE	Dubai
UHCG Holdings (Ireland) Limited	Ireland
UHCG Services (Ireland) Limited	Ireland
UHG Holdings UK IV Limited	United Kingdom
UHG Holdings UK V Limited	England
UHG Holdings UK VI Limited	United Kingdom
UHIC Holdings, Inc.	Delaware	OneNet PPO
UMR, Inc.	Delaware	Administrative Services Group<br>Fiserv Health - Wausau Benefits
Unidad Médica Diagnóstico S.A.	Colombia
Unimerica Insurance Company	Wisconsin	Unimerica Life Insurance Company
Unimerica Life Insurance Company of New York	New York
Unison Health Plan of Delaware, Inc.	Delaware	UnitedHealthcare Community Plan
---	---	---
United Behavioral Health	California	Life Strategies<br>Optum Idaho<br>Optum Salt Lake County<br>Optum Tooele County<br>OptumHealth Behavioral Solutions<br>Plan 21, Incorporated<br>Plan 21, INCORPORATED<br>United Behavioral Health (Inc.)<br>United Behavioral Health, Inc.
United Behavioral Health of New York, I.P.A., Inc.	New York
United Group Reinsurance, Inc.	Grand Turk
United Health Foundation	Minnesota	United Health Hospice Foundation
United HealthCare Services, Inc.	Minnesota	AmeriChoice<br>EverCare<br>Health Professionals Review<br>Healthmarc<br>HealthPro<br>Institute for Human Resources<br>UHC Management Company<br>UHC Management Company, Inc.<br>United HealthCare Corporation<br>United HealthCare Management Company, Inc.<br>United HealthCare Management Services<br>United HealthCare Services of Minnesota<br>United HealthCare Services of Minnesota, Inc.<br>United Resource Networks<br>United Resource Networks, Inc.<br>UnitedHealthcare<br>UnitedHealthcare Medicare Customer Service Center<br>UnitedHealthcare MedicareStore
United Resource Networks IPA of New York, Inc.	New York
UnitedHealth Advisors, LLC	Maine	UHA Insurance Agency, LLC<br>UnitedHealthcare
UnitedHealth Group International Finance (Ireland) Unlimited Company	Ireland
UnitedHealth International, Inc.	Delaware
UnitedHealth Military & Veterans Services, LLC	Delaware
UnitedHealthcare Accelerator, Inc.	Delaware
UnitedHealthcare Benefits of Texas, Inc.	Texas	UnitedHealthcare Health Plan of Texas, Inc.
UnitedHealthcare Benefits Plan of California	California
UnitedHealthcare Community Plan of California, Inc.	California
UnitedHealthcare Community Plan of Georgia, Inc.	Georgia
UnitedHealthcare Community Plan of Ohio, Inc.	Ohio	UnitedHealthcare Community Plan
UnitedHealthcare Community Plan of Texas, L.L.C.	Texas
UnitedHealthcare Community Plan, Inc.	Michigan
UnitedHealthcare Europe S.á r.l.	Luxembourg
UnitedHealthcare Freedom Insurance Company	New Hampshire	Tufts Health Freedom Plan<br>UnitedHealthcare Freedom Plans
UnitedHealthcare Freedom Plans, Inc.	Delaware
UnitedHealthcare Global Medical (UK) Limited	United Kingdom
UnitedHealthcare Insurance Company	Connecticut	UnitedHealthcare Community Plan of Texas
UnitedHealthcare Insurance Company of America	Illinois
UnitedHealthcare Insurance Company of Illinois	Illinois
---	---	---
UnitedHealthcare Insurance Company of New York	New York
UnitedHealthcare Insurance Company of the River Valley	Illinois
UnitedHealthcare Insurance Designated Activity Company	Ireland
UnitedHealthcare Integrated Services, Inc.	Arizona
UnitedHealthcare International Asia, LLC	Delaware
UnitedHealthcare International I B.V.	Netherlands
UnitedHealthcare International II S.á r.l.	Luxembourg
UnitedHealthcare International III B.V.	Netherlands
UnitedHealthcare International III S.á r.l.	Luxembourg
UnitedHealthcare International IV S.á r.l.	Luxembourg
UnitedHealthcare International VIII S.à r.l.	Luxembourg
UnitedHealthcare International X S.à r.l.	Luxembourg
UnitedHealthcare Life Insurance Company	Wisconsin	UnitedHealthOne
UnitedHealthcare of Alabama, Inc.	Alabama
UnitedHealthcare of Arizona, Inc.	Arizona
UnitedHealthcare of Arkansas, Inc.	Arkansas	Complete Health
UnitedHealthcare of Colorado, Inc.	Colorado	MetraHealth Care Plan
UnitedHealthcare of Florida, Inc.	Florida	Community and State Plan of Florida<br>UnitedHealthcare Community Plan<br>UnitedHealthcare Community Plan of Florida
UnitedHealthcare of Georgia, Inc.	Georgia	United HealthCare of Georgia
UnitedHealthcare of Illinois, Inc.	Illinois	UnitedHealthcare Community Plan of Minnesota
UnitedHealthcare of Kentucky, Ltd.	Kentucky	United HealthCare of Kentucky, L.P.
UnitedHealthcare of Louisiana, Inc.	Louisiana	UnitedHealthcare Community Plan
UnitedHealthcare of Mississippi, Inc.	Mississippi
UnitedHealthcare of New England, Inc.	Rhode Island
UnitedHealthcare of New Mexico, Inc.	New Mexico
UnitedHealthcare of New York, Inc.	New York	UnitedHealthcare Community Plan
UnitedHealthcare of North Carolina, Inc.	North Carolina
UnitedHealthcare of Ohio, Inc.	Ohio
UnitedHealthcare of Oklahoma, Inc.	Oklahoma	PacifiCare<br>PacifiCare Health Options<br>PacifiCare of Oklahoma<br>Secure Horizons<br>UnitedHealthcare Community Plan of Oklahoma
UnitedHealthcare of Oregon, Inc.	Oregon
UnitedHealthcare of Pennsylvania, Inc.	Pennsylvania	UnitedHealthcare Community Plan<br>UnitedHealthcare Community Plan for Families<br>UnitedHealthcare Community Plan for Kids<br>UnitedHealthcare Community Plan of Pennsylvania<br>UnitedHealthcare Dual Complete
UnitedHealthcare of South Carolina, Inc.	South Carolina
UnitedHealthcare of Texas, Inc.	Texas
UnitedHealthcare of the Mid-Atlantic, Inc.	Maryland	UnitedHealthcare Community Plan of Virginia
---	---	---
UnitedHealthcare of the Midlands, Inc.	Nebraska
UnitedHealthcare of the Midwest, Inc.	Missouri
UnitedHealthcare of the Rockies, Inc.	Utah
UnitedHealthcare of Utah, Inc.	Utah	UnitedHealthcare of Idaho, Inc.
UnitedHealthcare of Washington, Inc.	Washington	PacifiCare<br>Secure Horizons<br>UnitedHealthcare<br>UnitedHealthcare Community Plan
UnitedHealthcare of Wisconsin, Inc.	Wisconsin
UnitedHealthcare Plan of the River Valley, Inc.	Illinois
UnitedHealthcare Service LLC	Delaware
UnitedHealthcare Specialty Benefits, LLC	Maine	DCG RESOURCE OPTIONS ADMINISTRATORS, LLC<br>UnitedHealthcare Specialty Benefits<br>WorkUp, LLC
UnitedHealthcare, Inc.	Delaware
Unity Health Network, LLC	Delaware	Summit Dermatology<br>Western Reserve Orthopedic and Upper Extremity Surgery
Upland Holdings, LLC	California
Upland Outpatient Surgical Center, L.P.	California	Ontario Advanced Surgery Center
Urgent Care Holdings, LLC	Delaware
Urgent Care MSO, LLC	Delaware
Urology Associates of North Texas, P.L.L.C.	Texas
USHEALTH Academy, Inc.	Texas
USHEALTH Administrators, LLC	Delaware
USHEALTH Advisors, LLC	Texas
USHEALTH Career Agency, Inc.	Delaware
USHEALTH Funding, Inc.	Delaware
USHEALTH Group, Inc.	Delaware
USMD Administrative Services, L.L.C.	Texas
USMD Affiliated Services	Texas	USMD Physician Services
USMD Holdings, Inc.	Delaware
USMD Inc.	Texas
USMD PPM, LLC	Texas
Valley Physicians Network, Inc.	California	Optum<br>Optum Care Network–Valley Physicians
Vascular Labs of the Rockies ASC, LLC	Delaware
Verta Management Services, LLC	Delaware
Via Vitae MSO, LLC	Delaware
Vida Integra S.p.A.	Chile
Vida Tres S.A.	Chile
Vieosoft, Inc.	Washington
Vision NewCo, LLC	Delaware
Vivify Health Canada, Inc.	British Columbia
Vivify Health, Inc.	Delaware
VPay Benefits Corporation	Texas
VPay Intermediate Holdings, LLC	Delaware
VPay, Inc.	Texas
---	---	---
Wauwatosa Outpatient Surgery Center, LLC	Delaware
Wayland Square Surgicare Acquisition, L.P.	Rhode Island	Wayland Square Surgicare
Wayland Square Surgicare GP, Inc.	Rhode Island
Waypoint Minnesota Sports PC	Minnesota	Orthology
WellMed Medical Management of Florida, Inc.	Florida	Optum of Hialeah<br>Optum of Little Havana<br>Optum of Red Road<br>Optum of Westchester<br>WellMed at 9th Ave North<br>WellMed at Alafaya<br>WellMed at Apollo Beach<br>WellMed at Apollo Beach Blvd.<br>WellMed at Apopka<br>WellMed at Bartow<br>WellMed at Bay Area<br>WellMed at Bayside<br>WellMed at Brandon Regional<br>WellMed at Carrollwood<br>WellMed at Central<br>WellMed at Clermont<br>WellMed at Countryway<br>WellMed at Countryway Blvd.<br>WellMed at Cypress Village Blvd.<br>WellMed at Cyprus Village<br>WellMed at Davenport<br>WellMed at Deltona<br>WellMed at Downtown Clearwater<br>WellMed at Dr. Phillips<br>WellMed at Elk Mountain<br>WellMed at Elk Mountain Dr<br>WellMed at Flamingo<br>WellMed at Fort Pierce<br>WellMed at Gunn<br>WellMed at Gunn Hwy.<br>WellMed at Haines City<br>WellMed at Haverford<br>WellMed at Haverford Ave.<br>WellMed at Hillmoor<br>WellMed at Holiday<br>WellMed at International Center<br>WellMed at Kenwood<br>WellMed at Lake Copeland<br>WellMed at Lakeshore<br>WellMed at Lakewood<br>WellMed at Lawnwood<br>WellMed at Linbaugh<br>WellMed at Linebaugh Ave.<br>WellMed at Longwood<br>WellMed at N. Tamiami Trail<br>WellMed at New Tampa<br>WellMed at North Carrollwood<br>WellMed at North Florida Ave.<br>WellMed at Oak Commons<br>WellMed at Pelican<br>WellMed at Piper<br>WellMed at Plant City - Family Practice Center<br>WellMed at Port St. Lucie West<br>WellMed at Sandlake Commons<br>WellMed at Sanford<br>WellMed at SE Lakeland<br>WellMed at Sebastian<br>WellMed at Semoran<br>WellMed at Sheldon<br>WellMed at Sheldon Rd.<br>WellMed at South Habana<br>WellMed at South Stuart<br>WellMed at Sun City Plaza<br>WellMed at Sun Lake<br>WellMed at Tarpon Springs<br>WellMed at The Villages<br>WellMed at Trinity<br>WellMed at Wesley Chapel<br>wellMed at West Sanford<br>WellMed Medical Group
---	---	---
WellMed Medical Management, Inc.	Texas
---	---	---
West Coast Endoscopy Holdings, LLC	Delaware
Western Connecticut Orthopedic Surgical Center, LLC	Connecticut
Westgreen Surgical Center, LLC	Texas	Houston Orthopedic & Spine Surgery Center
WESTMED Practice Partners LLC	Delaware
Willow Park Endoscopy Center, LLC	Texas
Winter Park, LLC	Tennessee
XLHealth Corporation	Maryland	XLHealth
XLHealth Corporation India Private Limited	Karnataka
Xplor Counseling, LLC	Hawaii	Divorce Solutions Hawaii

Document

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-236600 on Form S-3, No. 333-105877 on Form S-4, Nos. 333-174437, 333-205826, 333-221642, 333-224253, 333-224254, 333-234018, 333-236349, 333-238854, 333-260604, 333-260606, 333-266949, 333-267716, and 333-269920 on Form S-8 and Post-Effective Amendment on Form S-8 to Registration Statement File No. 333-216153 on Form S-4 of our reports dated February 24, 2023, relating to the financial statements of UnitedHealth Group Incorporated and the effectiveness of UnitedHealth Group’s internal control over financial reporting, appearing in this Annual Report on Form 10-K for the year ended December 31, 2022.

/S/ DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
February 24, 2023

Document

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Rupert M. Bondy, Kuai H. Leong and Faraz A. Choudhry, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, to sign, execute and file with the Securities and Exchange Commission (or any other governmental or regulatory authority), for us and in our names in the capacities indicated below, an Annual Report on Form 10-K for the year ended December 31, 2022 for UnitedHealth Group Incorporated, and any and all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto, granting unto said attorneys-in-fact and agents and each of them, full power and authority to do and to perform each and every act and thing necessary or desirable to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney as of the date set forth below.

/s/ Timothy P. Flynn	/s/ Michele J. Hooper
Timothy P. Flynn	Michele J. Hooper
Director	Director
Dated: February 24, 2023	Dated: February 24, 2023
/s/ Paul R. Garcia	/s/ F. William McNabb III
Paul R. Garcia	F. William McNabb III
Director	Director
Dated: February 24, 2023	Dated: February 24, 2023
/s/ Kristen L. Gil	/s/ Valerie C. Montgomery Rice, M.D.
Kristen L. Gil	Valerie C. Montgomery Rice, M.D.
Director	Director
Dated: February 24, 2023	Dated: February 24, 2023
/s/ Stephen J. Hemsley	/s/ John H. Noseworthy, M.D.
Stephen J. Hemsley	John H. Noseworthy, M.D.
Director	Director
Dated: February 24, 2023	Dated: February 24, 2023

Document

Exhibit 31.1

CERTIFICATIONS PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

Certification of Principal Executive Officer

I, Andrew P. Witty, certify that:

1.I have reviewed this report on Form 10-K of UnitedHealth Group Incorporated (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

February 24, 2023	/s/    ANDREW P. WITTY
	Andrew P. Witty<br>Chief Executive Officer

Certification of Principal Financial Officer

I, John F. Rex certify that:

1.I have reviewed this report on Form 10-K of UnitedHealth Group Incorporated (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

February 24, 2023	/s/ JOHN F. REX
	John F. Rex<br>Executive Vice President and Chief Financial Officer

Document

Exhibit 32.1

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Certification of Principal Executive Officer

In connection with the report of UnitedHealth Group Incorporated (the “Company”) on Form 10-K for the period ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Andrew P. Witty, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

February 24, 2023	/s/    ANDREW P. WITTY
	Andrew P. Witty<br>Chief Executive Officer

Certification of Principal Financial Officer

In connection with the report of UnitedHealth Group Incorporated (the “Company”) on Form 10-K for the period ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John F. Rex, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

February 24, 2023	/s/ JOHN F. REX
	John F. Rex<br>Executive Vice President and Chief Financial Officer