UNH 10-K Annual Report Dec. 31, 2022 | Alphaminr
UNITEDHEALTH GROUP INC
ALPHAMINR

UNH 10-K Fiscal year ended Dec. 31, 2022

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UNITEDHEALTH GROUP INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsPart Ii, Item 7, Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibit and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Certificate of Incorporation of UnitedHealth Group Incorporated (incorporated by reference to Exhibit 3.1 to UnitedHealth Group Incorporateds 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 Incorporateds Current Report on Form 8-K filed on February 26, 2021) 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 Incorporateds 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 Incorporateds Quarterly Report on Form 10-Q for the quarter ended June30, 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 Incorporateds 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 Incorporateds Annual Report on Form 10-K for the year ended December 31, 2019) *10.1 UnitedHealth Group 2020 Stock Incentive Plan(incorporated by reference to Exhibit 4.1 to the Companys Registration Statement on Form S-8, SEC File Number 333-238854, filed on June 1, 2020) *10.2 Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporateds 2020 Stock Incentive Plan (2023 Version) *10.3 Form of Agreement for Nonqualified Stock Option Award to Executives under UnitedHealth Group Incorporateds 2020 Stock Incentive Plan (2023 Version) *10.4 Form of Agreement for Performance-Based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporateds 2020 Stock Incentive Plan (2023 Version) *10.5 Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporateds 2020 Stock Incentive Plan (Witty) (2023 Version) *10.6 Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporateds 2020 Stock Incentive Plan (Witty) (2023 Version) *10.7 Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporateds 2020 Stock Incentive Plan (Witty) (2023 Version) *10.8 Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporateds 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporateds 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 Incorporateds 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporateds 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 Incorporateds 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporateds 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 Incorporateds 2020 Stock Incentive Plan (Witty) (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporateds 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 Incorporateds 2020 Stock Incentive Plan (Witty) (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporateds 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 Incorporateds 2020 Stock Incentive Plan (Witty) (incorporated by reference to Exhibit 10.7 to UnitedHealth Group Incorporateds 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 Incorporateds 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 Incorporateds 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 Incorporateds 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 Incorporateds 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 Incorporateds 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 Incorporateds 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 Incorporateds 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 Incorporateds 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporateds 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 Incorporateds 2020 Stock IncentivePlan (incorporated by reference to Exhibit 10.11 to UnitedHealth Group Incorporateds 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 Incorporateds 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 Incorporateds 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 Incorporateds 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 Incorporateds Annual Report on Form 10-K for the year ended December 31, 2012) *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 Incorporateds 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 Incorporateds 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 DirectorsCompensation Deferral Plan (2023 Statement) *10.31 AveryParent Holdings, Inc. 2020 Stock Option and Grant Plan *10.32 Change Healthcare Inc. 2019 Omnibus Incentive Plan(incorporated by reference to Exhibit 4.3 to UnitedHealth Group Incorporateds 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 Incorporateds 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 Incorporateds 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 Incorporateds 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 Incorporateds 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 Incorporateds 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 Incorporateds 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 Companys 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 Companys 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 Incorporateds 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 Incorporateds 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 Incorporateds 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 Incorporateds 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 Incorporateds 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. Thompson(incorporated by reference to Exhibit 10.38 to UnitedHealth Group Incorporateds 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 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