false2021FY000073176612/319549909931,0475,9925,2305,6365,4550.010.010.010.013,0003,0003,0009419419469460.0010.0010.001101010—————5.604.834.1410P4YP4Y——————91151011108112.1253.1503.3752.8752.8753.3502.375—2.7502.8753.5003.5000.5502.3753.7503.7001.2503.1001.1503.4503.3752.9503.8503.8752.8752.0002.3004.6255.8006.5006.6256.8753.5002.7505.7005.9503.0504.6254.3753.9504.2504.7504.2004.2503.7504.2504.4503.7002.9003.2503.8753.125———533641/1/20231/1/20371/1/20221/1/20412017202020142021201520210.0070.0120.0020.0140.0150.0250.2920.2980.2220.2950.1940.2160.0130.0150.0140.0170.0140.0184.8020547945205485.1025114155251155.3020547945205486.2993150684931514.69954337899543356.2022831050228311.29931506849315070.010.013,0003,0009419469419460.0010.0011010————00007317662021-01-012021-12-3100007317662021-06-30iso4217:USD00007317662022-01-31xbrli:shares00007317662021-12-3100007317662020-12-31iso4217:USDxbrli:shares00007317662020-01-012020-12-3100007317662019-01-012019-12-310000731766us-gaap:ProductMember2021-01-012021-12-310000731766us-gaap:ProductMember2020-01-012020-12-310000731766us-gaap:ProductMember2019-01-012019-12-310000731766us-gaap:ServiceMember2021-01-012021-12-310000731766us-gaap:ServiceMember2020-01-012020-12-310000731766us-gaap:ServiceMember2019-01-012019-12-310000731766us-gaap:CommonStockMember2018-12-310000731766us-gaap:AdditionalPaidInCapitalMember2018-12-310000731766us-gaap:RetainedEarningsMember2018-12-310000731766us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2018-12-310000731766us-gaap:AccumulatedTranslationAdjustmentMember2018-12-310000731766us-gaap:NoncontrollingInterestMember2018-12-3100007317662018-12-310000731766us-gaap:AccountingStandardsUpdate201602Memberus-gaap:RetainedEarningsMember2018-12-310000731766us-gaap:AccountingStandardsUpdate201602Memberus-gaap:NoncontrollingInterestMember2018-12-310000731766us-gaap:AccountingStandardsUpdate201602Member2018-12-310000731766us-gaap:RetainedEarningsMember2019-01-012019-12-310000731766us-gaap:NoncontrollingInterestMember2019-01-012019-12-310000731766us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2019-01-012019-12-310000731766us-gaap:AccumulatedTranslationAdjustmentMember2019-01-012019-12-310000731766us-gaap:CommonStockMember2019-01-012019-12-310000731766us-gaap:AdditionalPaidInCapitalMember2019-01-012019-12-310000731766us-gaap:CommonStockMember2019-12-310000731766us-gaap:AdditionalPaidInCapitalMember2019-12-310000731766us-gaap:RetainedEarningsMember2019-12-310000731766us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2019-12-310000731766us-gaap:AccumulatedTranslationAdjustmentMember2019-12-310000731766us-gaap:NoncontrollingInterestMember2019-12-3100007317662019-12-310000731766us-gaap:RetainedEarningsMemberus-gaap:AccountingStandardsUpdate201613Member2019-12-310000731766us-gaap:AccountingStandardsUpdate201613Member2019-12-310000731766us-gaap:RetainedEarningsMember2020-01-012020-12-310000731766us-gaap:NoncontrollingInterestMember2020-01-012020-12-310000731766us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2020-01-012020-12-310000731766us-gaap:AccumulatedTranslationAdjustmentMember2020-01-012020-12-310000731766us-gaap:CommonStockMember2020-01-012020-12-310000731766us-gaap:AdditionalPaidInCapitalMember2020-01-012020-12-310000731766us-gaap:CommonStockMember2020-12-310000731766us-gaap:AdditionalPaidInCapitalMember2020-12-310000731766us-gaap:RetainedEarningsMember2020-12-310000731766us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2020-12-310000731766us-gaap:AccumulatedTranslationAdjustmentMember2020-12-310000731766us-gaap:NoncontrollingInterestMember2020-12-310000731766us-gaap:RetainedEarningsMember2021-01-012021-12-310000731766us-gaap:NoncontrollingInterestMember2021-01-012021-12-310000731766us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2021-01-012021-12-310000731766us-gaap:AccumulatedTranslationAdjustmentMember2021-01-012021-12-310000731766us-gaap:CommonStockMember2021-01-012021-12-310000731766us-gaap:AdditionalPaidInCapitalMember2021-01-012021-12-310000731766us-gaap:CommonStockMember2021-12-310000731766us-gaap:AdditionalPaidInCapitalMember2021-12-310000731766us-gaap:RetainedEarningsMember2021-12-310000731766us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2021-12-310000731766us-gaap:AccumulatedTranslationAdjustmentMember2021-12-310000731766us-gaap:NoncontrollingInterestMember2021-12-310000731766unh:EmployeeStockPurchasePlanESPPMember2021-01-012021-12-31xbrli:pure0000731766unh:ProductsandservicesMember2021-12-310000731766unh:ProductsandservicesMember2020-12-310000731766us-gaap:HealthInsuranceProductLineMember2021-12-310000731766unh:PharmaceuticalManufacturerRebatesReceivableMember2021-12-310000731766unh:PharmaceuticalManufacturerRebatesReceivableMember2020-12-310000731766unh:MedicarePartDReceivablesMember2021-12-310000731766unh:MedicarePartDReceivablesMember2020-12-310000731766unh:UsefulLifeMember2021-01-012021-12-310000731766srt:MinimumMemberus-gaap:FurnitureAndFixturesMember2021-01-012021-12-310000731766srt:MaximumMemberus-gaap:FurnitureAndFixturesMember2021-01-012021-12-310000731766us-gaap:BuildingMembersrt:MinimumMember2021-01-012021-12-310000731766us-gaap:BuildingMembersrt:MaximumMember2021-01-012021-12-310000731766unh:CapitalizedsoftwareMembersrt:MinimumMember2021-01-012021-12-310000731766unh:CapitalizedsoftwareMembersrt:MaximumMember2021-01-012021-12-310000731766us-gaap:OtherCurrentLiabilitiesMember2021-12-310000731766us-gaap:OtherCurrentLiabilitiesMember2020-12-310000731766unh:RedeemableNoncontrollingInterestsMember2020-12-310000731766unh:RedeemableNoncontrollingInterestsMember2019-12-310000731766unh:RedeemableNoncontrollingInterestsMember2021-01-012021-12-310000731766unh:RedeemableNoncontrollingInterestsMember2020-01-012020-12-310000731766unh:RedeemableNoncontrollingInterestsMember2021-12-310000731766us-gaap:RestrictedStockMember2021-01-012021-12-310000731766unh:StockOptionsandSARsMember2021-01-012021-12-310000731766us-gaap:USTreasuryAndGovernmentMember2021-12-310000731766us-gaap:USStatesAndPoliticalSubdivisionsMember2021-12-310000731766us-gaap:CorporateDebtSecuritiesMember2021-12-310000731766us-gaap:MortgageBackedSecuritiesIssuedByUSGovernmentSponsoredEnterprisesMember2021-12-310000731766us-gaap:MortgageBackedSecuritiesIssuedByPrivateEnterprisesMember2021-12-310000731766us-gaap:USTreasuryAndGovernmentMember2020-12-310000731766us-gaap:USStatesAndPoliticalSubdivisionsMember2020-12-310000731766us-gaap:CorporateDebtSecuritiesMember2020-12-310000731766us-gaap:MortgageBackedSecuritiesIssuedByUSGovernmentSponsoredEnterprisesMember2020-12-310000731766us-gaap:MortgageBackedSecuritiesIssuedByPrivateEnterprisesMember2020-12-310000731766us-gaap:DebtSecuritiesMember2021-12-310000731766us-gaap:DebtSecuritiesMember2020-12-31unh:positions0000731766us-gaap:FairValueInputsLevel1Member2021-12-310000731766us-gaap:FairValueInputsLevel2Member2021-12-310000731766us-gaap:FairValueInputsLevel3Member2021-12-310000731766us-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel1Member2021-12-310000731766us-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel2Member2021-12-310000731766us-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel3Member2021-12-310000731766us-gaap:USStatesAndPoliticalSubdivisionsMemberus-gaap:FairValueInputsLevel1Member2021-12-310000731766us-gaap:USStatesAndPoliticalSubdivisionsMemberus-gaap:FairValueInputsLevel2Member2021-12-310000731766us-gaap:USStatesAndPoliticalSubdivisionsMemberus-gaap:FairValueInputsLevel3Member2021-12-310000731766us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Member2021-12-310000731766us-gaap:FairValueInputsLevel2Memberus-gaap:CorporateDebtSecuritiesMember2021-12-310000731766us-gaap:FairValueInputsLevel3Memberus-gaap:CorporateDebtSecuritiesMember2021-12-310000731766us-gaap:FairValueInputsLevel1Memberus-gaap:MortgageBackedSecuritiesIssuedByUSGovernmentSponsoredEnterprisesMember2021-12-310000731766us-gaap:FairValueInputsLevel2Memberus-gaap:MortgageBackedSecuritiesIssuedByUSGovernmentSponsoredEnterprisesMember2021-12-310000731766us-gaap:FairValueInputsLevel3Memberus-gaap:MortgageBackedSecuritiesIssuedByUSGovernmentSponsoredEnterprisesMember2021-12-310000731766us-gaap:MortgageBackedSecuritiesIssuedByPrivateEnterprisesMemberus-gaap:FairValueInputsLevel1Member2021-12-310000731766us-gaap:FairValueInputsLevel2Memberus-gaap:MortgageBackedSecuritiesIssuedByPrivateEnterprisesMember2021-12-310000731766us-gaap:FairValueInputsLevel3Memberus-gaap:MortgageBackedSecuritiesIssuedByPrivateEnterprisesMember2021-12-310000731766us-gaap:FairValueInputsLevel1Memberus-gaap:DebtSecuritiesMember2021-12-310000731766us-gaap:FairValueInputsLevel2Memberus-gaap:DebtSecuritiesMember2021-12-310000731766us-gaap:FairValueInputsLevel3Memberus-gaap:DebtSecuritiesMember2021-12-310000731766us-gaap:FairValueInputsLevel1Member2020-12-310000731766us-gaap:FairValueInputsLevel2Member2020-12-310000731766us-gaap:FairValueInputsLevel3Member2020-12-310000731766us-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel1Member2020-12-310000731766us-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel2Member2020-12-310000731766us-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel3Member2020-12-310000731766us-gaap:USStatesAndPoliticalSubdivisionsMemberus-gaap:FairValueInputsLevel1Member2020-12-310000731766us-gaap:USStatesAndPoliticalSubdivisionsMemberus-gaap:FairValueInputsLevel2Member2020-12-310000731766us-gaap:USStatesAndPoliticalSubdivisionsMemberus-gaap:FairValueInputsLevel3Member2020-12-310000731766us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Member2020-12-310000731766us-gaap:FairValueInputsLevel2Memberus-gaap:CorporateDebtSecuritiesMember2020-12-310000731766us-gaap:FairValueInputsLevel3Memberus-gaap:CorporateDebtSecuritiesMember2020-12-310000731766us-gaap:FairValueInputsLevel1Memberus-gaap:MortgageBackedSecuritiesIssuedByUSGovernmentSponsoredEnterprisesMember2020-12-310000731766us-gaap:FairValueInputsLevel2Memberus-gaap:MortgageBackedSecuritiesIssuedByUSGovernmentSponsoredEnterprisesMember2020-12-310000731766us-gaap:FairValueInputsLevel3Memberus-gaap:MortgageBackedSecuritiesIssuedByUSGovernmentSponsoredEnterprisesMember2020-12-310000731766us-gaap:MortgageBackedSecuritiesIssuedByPrivateEnterprisesMemberus-gaap:FairValueInputsLevel1Member2020-12-310000731766us-gaap:FairValueInputsLevel2Memberus-gaap:MortgageBackedSecuritiesIssuedByPrivateEnterprisesMember2020-12-310000731766us-gaap:FairValueInputsLevel3Memberus-gaap:MortgageBackedSecuritiesIssuedByPrivateEnterprisesMember2020-12-310000731766us-gaap:FairValueInputsLevel1Memberus-gaap:DebtSecuritiesMember2020-12-310000731766us-gaap:FairValueInputsLevel2Memberus-gaap:DebtSecuritiesMember2020-12-310000731766us-gaap:FairValueInputsLevel3Memberus-gaap:DebtSecuritiesMember2020-12-310000731766us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsNonrecurringMember2021-12-310000731766us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsNonrecurringMember2021-12-310000731766us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsNonrecurringMember2021-12-310000731766us-gaap:FairValueMeasurementsNonrecurringMember2021-12-310000731766us-gaap:FairValueInputsLevel1Memberus-gaap:LongTermDebtMemberus-gaap:FairValueMeasurementsNonrecurringMember2021-12-310000731766us-gaap:FairValueInputsLevel2Memberus-gaap:LongTermDebtMemberus-gaap:FairValueMeasurementsNonrecurringMember2021-12-310000731766us-gaap:FairValueInputsLevel3Memberus-gaap:LongTermDebtMemberus-gaap:FairValueMeasurementsNonrecurringMember2021-12-310000731766us-gaap:LongTermDebtMemberus-gaap:FairValueMeasurementsNonrecurringMember2021-12-310000731766us-gaap:LongTermDebtMember2021-12-310000731766us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsNonrecurringMember2020-12-310000731766us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsNonrecurringMember2020-12-310000731766us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsNonrecurringMember2020-12-310000731766us-gaap:FairValueMeasurementsNonrecurringMember2020-12-310000731766us-gaap:FairValueInputsLevel1Memberus-gaap:LongTermDebtMemberus-gaap:FairValueMeasurementsNonrecurringMember2020-12-310000731766us-gaap:FairValueInputsLevel2Memberus-gaap:LongTermDebtMemberus-gaap:FairValueMeasurementsNonrecurringMember2020-12-310000731766us-gaap:FairValueInputsLevel3Memberus-gaap:LongTermDebtMemberus-gaap:FairValueMeasurementsNonrecurringMember2020-12-310000731766us-gaap:LongTermDebtMemberus-gaap:FairValueMeasurementsNonrecurringMember2020-12-310000731766us-gaap:LongTermDebtMember2020-12-310000731766us-gaap:FairValueMeasurementsNonrecurringMember2021-01-012021-12-310000731766us-gaap:FairValueMeasurementsNonrecurringMember2020-01-012020-12-310000731766unh:UnitedhealthcareMember2019-12-310000731766unh:OptumhealthMember2019-12-310000731766unh:OptuminsightMember2019-12-310000731766unh:OptumrxMember2019-12-310000731766unh:UnitedhealthcareMember2020-01-012020-12-310000731766unh:OptumhealthMember2020-01-012020-12-310000731766unh:OptuminsightMember2020-01-012020-12-310000731766unh:OptumrxMember2020-01-012020-12-310000731766unh:UnitedhealthcareMember2020-12-310000731766unh:OptumhealthMember2020-12-310000731766unh:OptuminsightMember2020-12-310000731766unh:OptumrxMember2020-12-310000731766unh:UnitedhealthcareMember2021-01-012021-12-310000731766unh:OptumhealthMember2021-01-012021-12-310000731766unh:OptuminsightMember2021-01-012021-12-310000731766unh:OptumrxMember2021-01-012021-12-310000731766unh:UnitedhealthcareMember2021-12-310000731766unh:OptumhealthMember2021-12-310000731766unh:OptuminsightMember2021-12-310000731766unh:OptumrxMember2021-12-310000731766us-gaap:CustomerRelatedIntangibleAssetsMember2021-12-310000731766us-gaap:CustomerRelatedIntangibleAssetsMember2020-12-310000731766unh:TrademarksandTechnologyMember2021-12-310000731766unh:TrademarksandTechnologyMember2020-12-310000731766us-gaap:TrademarksAndTradeNamesMember2021-12-310000731766us-gaap:TrademarksAndTradeNamesMember2020-12-310000731766us-gaap:OtherIntangibleAssetsMember2021-12-310000731766us-gaap:OtherIntangibleAssetsMember2020-12-310000731766us-gaap:CustomerRelatedIntangibleAssetsMember2021-01-012021-12-310000731766us-gaap:CustomerRelatedIntangibleAssetsMember2020-01-012020-12-310000731766unh:TrademarksandTechnologyMember2021-01-012021-12-310000731766unh:TrademarksandTechnologyMember2020-01-012020-12-310000731766us-gaap:OtherIntangibleAssetsMember2021-01-012021-12-310000731766us-gaap:OtherIntangibleAssetsMember2020-01-012020-12-310000731766us-gaap:HealthInsuranceProductLineMemberus-gaap:ShortdurationInsuranceContractsAccidentYear2015Member2020-12-310000731766us-gaap:HealthInsuranceProductLineMemberus-gaap:ShortdurationInsuranceContractsAccidentYear2015Member2021-12-310000731766us-gaap:HealthInsuranceProductLineMemberus-gaap:ShortdurationInsuranceContractsAccidentYear2016Member2021-12-310000731766us-gaap:CommercialPaperMember2021-12-310000731766us-gaap:CommercialPaperMember2020-12-310000731766unh:A4.700notesdueFebruary2021Member2021-12-310000731766unh:A4.700notesdueFebruary2021Member2020-12-310000731766unh:A2.125notesdueMarch2021Member2021-12-310000731766unh:A2.125notesdueMarch2021Member2020-12-310000731766unh:FloatingratenotesdueJune2021Member2021-12-310000731766unh:FloatingratenotesdueJune2021Member2020-12-310000731766unh:A3.150notesdueJune2021Member2021-12-310000731766unh:A3.150notesdueJune2021Member2020-12-310000731766unh:A3.375notesdueNovember2021Member2021-12-310000731766unh:A3.375notesdueNovember2021Member2020-12-310000731766unh:A2875NotesDueDecember2021Member2021-12-310000731766unh:A2875NotesDueDecember2021Member2020-12-310000731766unh:A2.875notesdueMarch2022Member2021-12-310000731766unh:A2.875notesdueMarch2022Member2020-12-310000731766unh:A3350NotesDueJuly2022Member2021-12-310000731766unh:A3350NotesDueJuly2022Member2020-12-310000731766unh:A2.375notesdueOctober2022MemberMember2021-12-310000731766unh:A2.375notesdueOctober2022MemberMember2020-12-310000731766unh:ZeroCouponNotesDueNovember2022Member2021-12-310000731766unh:ZeroCouponNotesDueNovember2022Member2020-12-310000731766unh:A2750NotesDueFebruary2023Member2021-12-310000731766unh:A2750NotesDueFebruary2023Member2020-12-310000731766unh:A2875NotesDueMarch2023Member2021-12-310000731766unh:A2875NotesDueMarch2023Member2020-12-310000731766unh:A3.500notesdueJune2023Member2021-12-310000731766unh:A3.500notesdueJune2023Member2020-12-310000731766unh:A3.500notesdueFebruary2024Member2021-12-310000731766unh:A3.500notesdueFebruary2024Member2020-12-310000731766unh:A0550NotesDueMay2024Member2021-12-310000731766unh:A0550NotesDueMay2024Member2020-12-310000731766unh:A2.375notesdueAugust2024Member2021-12-310000731766unh:A2.375notesdueAugust2024Member2020-12-310000731766unh:A3.750notesdueJuly2025Member2021-12-310000731766unh:A3.750notesdueJuly2025Member2020-12-310000731766unh:A3.700notesdueDecember2025Member2021-12-310000731766unh:A3.700notesdueDecember2025Member2020-12-310000731766unh:A1250NotesDueJanuary2026Member2021-12-310000731766unh:A1250NotesDueJanuary2026Member2020-12-310000731766unh:A3.100notesdueMarch2026Member2021-12-310000731766unh:A3.100notesdueMarch2026Member2020-12-310000731766unh:A1150NotesDueMay2026Member2021-12-310000731766unh:A1150NotesDueMay2026Member2020-12-310000731766unh:A3.450notesdueJanuary2027Member2021-12-310000731766unh:A3.450notesdueJanuary2027Member2020-12-310000731766unh:A3.375notesdueApril2027Member2021-12-310000731766unh:A3.375notesdueApril2027Member2020-12-310000731766unh:A2.950notesdueOctober2027Member2021-12-310000731766unh:A2.950notesdueOctober2027Member2020-12-310000731766unh:A3.850notesdueJune2028Member2021-12-310000731766unh:A3.850notesdueJune2028Member2020-12-310000731766unh:A3.875notesdueDecember2028Member2021-12-310000731766unh:A3.875notesdueDecember2028Member2020-12-310000731766unh:A2.875notesdueAugust2029Member2021-12-310000731766unh:A2.875notesdueAugust2029Member2020-12-310000731766unh:A2000NotesDueMay2030Member2021-12-310000731766unh:A2000NotesDueMay2030Member2020-12-310000731766unh:A2300NotesDueMay2031Member2021-12-310000731766unh:A2300NotesDueMay2031Member2020-12-310000731766unh:A4.625notesdueJuly2035Member2021-12-310000731766unh:A4.625notesdueJuly2035Member2020-12-310000731766unh:A5.800notesdueMarch2036Member2021-12-310000731766unh:A5.800notesdueMarch2036Member2020-12-310000731766unh:A6500NotesDueJune2037Member2021-12-310000731766unh:A6500NotesDueJune2037Member2020-12-310000731766unh:A6625NotesDueNovember2037Member2021-12-310000731766unh:A6625NotesDueNovember2037Member2020-12-310000731766unh:A6.875notesdueFebruary2038Member2021-12-310000731766unh:A6.875notesdueFebruary2038Member2020-12-310000731766unh:A3.500notesdueAugust2039Member2021-12-310000731766unh:A3.500notesdueAugust2039Member2020-12-310000731766unh:A2750NotesDueMay2040Member2021-12-310000731766unh:A2750NotesDueMay2040Member2020-12-310000731766unh:A5.700notesdueOctober2040Member2021-12-310000731766unh:A5.700notesdueOctober2040Member2020-12-310000731766unh:A5.950notesdueFebruary2041Member2021-12-310000731766unh:A5.950notesdueFebruary2041Member2020-12-310000731766unh:A3050NotesDueMay2041Member2021-12-310000731766unh:A3050NotesDueMay2041Member2020-12-310000731766unh:A4.625notesdueNovember2041Member2021-12-310000731766unh:A4.625notesdueNovember2041Member2020-12-310000731766unh:A4.375notesdueMarch2042Member2021-12-310000731766unh:A4.375notesdueMarch2042Member2020-12-310000731766unh:A3950NotesDueOctober2042Member2021-12-310000731766unh:A3950NotesDueOctober2042Member2020-12-310000731766unh:A4250NotesDueMarch2043Member2021-12-310000731766unh:A4250NotesDueMarch2043Member2020-12-310000731766unh:A4.750notesdueJuly2045Member2021-12-310000731766unh:A4.750notesdueJuly2045Member2020-12-310000731766unh:A4.200notesdueJanuary2047Member2021-12-310000731766unh:A4.200notesdueJanuary2047Member2020-12-310000731766unh:A4.250notesdueApril2047Member2021-12-310000731766unh:A4.250notesdueApril2047Member2020-12-310000731766unh:A3.750notesdueOctober2047Member2021-12-310000731766unh:A3.750notesdueOctober2047Member2020-12-310000731766unh:A4.250notesdueJune2048Member2021-12-310000731766unh:A4.250notesdueJune2048Member2020-12-310000731766unh:A4.450notesdueDecember2048Member2021-12-310000731766unh:A4.450notesdueDecember2048Member2020-12-310000731766unh:A3.700notesdueAugust2049Member2021-12-310000731766unh:A3.700notesdueAugust2049Member2020-12-310000731766unh:A2900NotesDueMay2050Member2021-12-310000731766unh:A2900NotesDueMay2050Member2020-12-310000731766unh:A3250NotesDueMay2051Member2021-12-310000731766unh:A3250NotesDueMay2051Member2020-12-310000731766unh:A3.875notesdueAugust2059Member2021-12-310000731766unh:A3.875notesdueAugust2059Member2020-12-310000731766unh:A3125NotesDueMay2060Member2021-12-310000731766unh:A3125NotesDueMay2060Member2020-12-310000731766srt:SubsidiariesMember2021-12-310000731766srt:SubsidiariesMember2020-12-310000731766us-gaap:RevolvingCreditFacilityMemberunh:FiveYear56BillionCreditFacilityMember2021-12-310000731766unh:ThreeYear56BillionCreditFacilityMemberus-gaap:RevolvingCreditFacilityMember2021-12-310000731766unh:A364Day38BillionCreditFacilityMemberus-gaap:RevolvingCreditFacilityMember2021-12-310000731766us-gaap:RevolvingCreditFacilityMembersrt:MinimumMember2021-01-012021-12-310000731766srt:MaximumMemberus-gaap:RevolvingCreditFacilityMember2021-01-012021-12-310000731766us-gaap:RevolvingCreditFacilityMemberunh:FiveYear56BillionCreditFacilityMember2021-01-012021-12-310000731766unh:ThreeYear56BillionCreditFacilityMemberus-gaap:RevolvingCreditFacilityMember2021-01-012021-12-310000731766unh:A364Day38BillionCreditFacilityMemberus-gaap:RevolvingCreditFacilityMember2021-01-012021-12-310000731766unh:NOLsExpirationBeginning2022Through2037Memberus-gaap:DomesticCountryMember2021-12-310000731766unh:NOLsIndefiniteCarryforwardMemberus-gaap:DomesticCountryMember2021-12-310000731766us-gaap:EarliestTaxYearMemberus-gaap:DomesticCountryMember2021-01-012021-12-310000731766us-gaap:LatestTaxYearMemberus-gaap:DomesticCountryMember2021-01-012021-12-310000731766us-gaap:EarliestTaxYearMemberus-gaap:StateAndLocalJurisdictionMember2021-01-012021-12-310000731766us-gaap:EarliestTaxYearMemberus-gaap:ForeignCountryMember2021-01-012021-12-310000731766us-gaap:LatestTaxYearMemberus-gaap:StateAndLocalJurisdictionMember2021-01-012021-12-310000731766us-gaap:LatestTaxYearMemberus-gaap:ForeignCountryMember2021-01-012021-12-310000731766unh:ExtraordinaryDividendsMember2021-01-012021-12-310000731766unh:ExtraordinaryDividendsMember2020-01-012020-12-3100007317662018-06-0100007317662021-03-232021-03-2300007317662021-06-292021-06-2900007317662021-09-212021-09-2100007317662021-12-142021-12-140000731766unh:EmployeeStockPurchasePlanESPPMember2021-06-012021-06-300000731766unh:EmployeeStockPurchasePlanESPPMember2021-12-310000731766us-gaap:RestrictedStockMember2020-12-310000731766us-gaap:RestrictedStockMember2021-12-310000731766unh:StockOptionsandSARsMember2020-01-012020-12-310000731766unh:StockOptionsandSARsMember2019-01-012019-12-310000731766us-gaap:RestrictedStockUnitsRSUMember2021-01-012021-12-310000731766us-gaap:RestrictedStockUnitsRSUMember2020-01-012020-12-310000731766us-gaap:RestrictedStockUnitsRSUMember2019-01-012019-12-310000731766unh:EmployeeStockPurchasePlanESPPMember2020-01-012020-12-310000731766unh:EmployeeStockPurchasePlanESPPMember2019-01-012019-12-310000731766srt:MinimumMember2021-01-012021-12-310000731766srt:MaximumMember2021-01-012021-12-310000731766srt:MinimumMember2020-01-012020-12-310000731766srt:MaximumMember2020-01-012020-12-310000731766srt:MinimumMember2019-01-012019-12-310000731766srt:MaximumMember2019-01-012019-12-310000731766us-gaap:CommitmentsMember2021-12-310000731766us-gaap:SubsequentEventMember2022-01-012022-01-310000731766us-gaap:SubsequentEventMember2022-01-310000731766unh:RevenuesMemberus-gaap:SalesRevenueNetMemberunh:CMSMember2021-01-012021-12-310000731766unh:RevenuesMemberus-gaap:SalesRevenueNetMemberunh:CMSMember2020-01-012020-12-310000731766unh:RevenuesMemberus-gaap:SalesRevenueNetMemberunh:CMSMember2019-01-012019-12-310000731766country:US2021-01-012021-12-310000731766country:US2020-01-012020-12-310000731766country:US2019-01-012019-12-310000731766country:US2021-12-310000731766country:US2020-12-310000731766unh:ExternalCustomersMemberunh:UnitedhealthcareMemberus-gaap:OperatingSegmentsMember2021-01-012021-12-310000731766unh:ExternalCustomersMemberunh:OptumhealthMemberus-gaap:OperatingSegmentsMember2021-01-012021-12-310000731766unh:ExternalCustomersMemberunh:OptuminsightMemberus-gaap:OperatingSegmentsMember2021-01-012021-12-310000731766unh:ExternalCustomersMemberus-gaap:OperatingSegmentsMemberunh:OptumrxMember2021-01-012021-12-310000731766unh:ExternalCustomersMemberus-gaap:IntersegmentEliminationMember2021-01-012021-12-310000731766unh:ExternalCustomersMemberunh:TotalOptumMember2021-01-012021-12-310000731766unh:ExternalCustomersMemberus-gaap:CorporateNonSegmentMember2021-01-012021-12-310000731766unh:ExternalCustomersMember2021-01-012021-12-310000731766unh:ExternalCustomersMemberus-gaap:ProductMemberunh:UnitedhealthcareMemberus-gaap:OperatingSegmentsMember2021-01-012021-12-310000731766unh:ExternalCustomersMemberus-gaap:ProductMemberunh:OptumhealthMemberus-gaap:OperatingSegmentsMember2021-01-012021-12-310000731766unh:ExternalCustomersMemberunh:OptuminsightMemberus-gaap:ProductMemberus-gaap:OperatingSegmentsMember2021-01-012021-12-310000731766unh:ExternalCustomersMemberus-gaap:ProductMemberus-gaap:OperatingSegmentsMemberunh:OptumrxMember2021-01-012021-12-310000731766unh:ExternalCustomersMemberus-gaap:IntersegmentEliminationMemberus-gaap:ProductMember2021-01-012021-12-310000731766unh:ExternalCustomersMemberus-gaap:ProductMemberunh:TotalOptumMember2021-01-012021-12-310000731766unh:ExternalCustomersMemberus-gaap:ProductMemberus-gaap:CorporateNonSegmentMember2021-01-012021-12-310000731766unh:ExternalCustomersMemberus-gaap:ProductMember2021-01-012021-12-310000731766unh:ExternalCustomersMemberus-gaap:ServiceMemberunh:UnitedhealthcareMemberus-gaap:OperatingSegmentsMember2021-01-012021-12-310000731766unh:ExternalCustomersMemberus-gaap:ServiceMemberunh:OptumhealthMemberus-gaap:OperatingSegmentsMember2021-01-012021-12-310000731766unh:ExternalCustomersMemberunh:OptuminsightMemberus-gaap:ServiceMemberus-gaap:OperatingSegmentsMember2021-01-012021-12-310000731766unh:ExternalCustomersMemberus-gaap:ServiceMemberus-gaap:OperatingSegmentsMemberunh:OptumrxMember2021-01-012021-12-310000731766unh:ExternalCustomersMemberus-gaap:IntersegmentEliminationMemberus-gaap:ServiceMember2021-01-012021-12-310000731766unh:ExternalCustomersMemberunh:TotalOptumMemberus-gaap:ServiceMember2021-01-012021-12-310000731766unh:ExternalCustomersMemberus-gaap:ServiceMemberus-gaap:CorporateNonSegmentMember2021-01-012021-12-310000731766unh:ExternalCustomersMemberus-gaap:ServiceMember2021-01-012021-12-310000731766unh:UnitedhealthcareMemberunh:IntersegmentMemberus-gaap:OperatingSegmentsMember2021-01-012021-12-310000731766unh:OptumhealthMemberunh:IntersegmentMemberus-gaap:OperatingSegmentsMember2021-01-012021-12-310000731766unh:OptuminsightMemberunh:IntersegmentMemberus-gaap:OperatingSegmentsMember2021-01-012021-12-310000731766unh:IntersegmentMemberus-gaap:OperatingSegmentsMemberunh:OptumrxMember2021-01-012021-12-310000731766us-gaap:IntersegmentEliminationMemberunh:IntersegmentMember2021-01-012021-12-310000731766unh:TotalOptumMemberunh:IntersegmentMember2021-01-012021-12-310000731766unh:IntersegmentMemberus-gaap:CorporateNonSegmentMember2021-01-012021-12-310000731766unh:IntersegmentMember2021-01-012021-12-310000731766unh:UnitedhealthcareMemberus-gaap:OperatingSegmentsMember2021-01-012021-12-310000731766unh:OptumhealthMemberus-gaap:OperatingSegmentsMember2021-01-012021-12-310000731766unh:OptuminsightMemberus-gaap:OperatingSegmentsMember2021-01-012021-12-310000731766us-gaap:OperatingSegmentsMemberunh:OptumrxMember2021-01-012021-12-310000731766us-gaap:IntersegmentEliminationMember2021-01-012021-12-310000731766unh:TotalOptumMember2021-01-012021-12-310000731766us-gaap:CorporateNonSegmentMember2021-01-012021-12-310000731766unh:UnitedhealthcareMemberus-gaap:OperatingSegmentsMember2021-12-310000731766unh:OptumhealthMemberus-gaap:OperatingSegmentsMember2021-12-310000731766unh:OptuminsightMemberus-gaap:OperatingSegmentsMember2021-12-310000731766us-gaap:OperatingSegmentsMemberunh:OptumrxMember2021-12-310000731766us-gaap:IntersegmentEliminationMember2021-12-310000731766unh:TotalOptumMember2021-12-310000731766us-gaap:CorporateNonSegmentMember2021-12-310000731766unh:ExternalCustomersMemberunh:UnitedhealthcareMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000731766unh:ExternalCustomersMemberunh:OptumhealthMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000731766unh:ExternalCustomersMemberunh:OptuminsightMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000731766unh:ExternalCustomersMemberus-gaap:OperatingSegmentsMemberunh:OptumrxMember2020-01-012020-12-310000731766unh:ExternalCustomersMemberus-gaap:IntersegmentEliminationMember2020-01-012020-12-310000731766unh:ExternalCustomersMemberunh:TotalOptumMember2020-01-012020-12-310000731766unh:ExternalCustomersMemberus-gaap:CorporateNonSegmentMember2020-01-012020-12-310000731766unh:ExternalCustomersMember2020-01-012020-12-310000731766unh:ExternalCustomersMemberus-gaap:ProductMemberunh:UnitedhealthcareMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000731766unh:ExternalCustomersMemberus-gaap:ProductMemberunh:OptumhealthMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000731766unh:ExternalCustomersMemberunh:OptuminsightMemberus-gaap:ProductMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000731766unh:ExternalCustomersMemberus-gaap:ProductMemberus-gaap:OperatingSegmentsMemberunh:OptumrxMember2020-01-012020-12-310000731766unh:ExternalCustomersMemberus-gaap:IntersegmentEliminationMemberus-gaap:ProductMember2020-01-012020-12-310000731766unh:ExternalCustomersMemberus-gaap:ProductMemberunh:TotalOptumMember2020-01-012020-12-310000731766unh:ExternalCustomersMemberus-gaap:ProductMemberus-gaap:CorporateNonSegmentMember2020-01-012020-12-310000731766unh:ExternalCustomersMemberus-gaap:ProductMember2020-01-012020-12-310000731766unh:ExternalCustomersMemberus-gaap:ServiceMemberunh:UnitedhealthcareMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000731766unh:ExternalCustomersMemberus-gaap:ServiceMemberunh:OptumhealthMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000731766unh:ExternalCustomersMemberunh:OptuminsightMemberus-gaap:ServiceMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000731766unh:ExternalCustomersMemberus-gaap:ServiceMemberus-gaap:OperatingSegmentsMemberunh:OptumrxMember2020-01-012020-12-310000731766unh:ExternalCustomersMemberus-gaap:IntersegmentEliminationMemberus-gaap:ServiceMember2020-01-012020-12-310000731766unh:ExternalCustomersMemberunh:TotalOptumMemberus-gaap:ServiceMember2020-01-012020-12-310000731766unh:ExternalCustomersMemberus-gaap:ServiceMemberus-gaap:CorporateNonSegmentMember2020-01-012020-12-310000731766unh:ExternalCustomersMemberus-gaap:ServiceMember2020-01-012020-12-310000731766unh:UnitedhealthcareMemberunh:IntersegmentMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000731766unh:OptumhealthMemberunh:IntersegmentMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000731766unh:OptuminsightMemberunh:IntersegmentMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000731766unh:IntersegmentMemberus-gaap:OperatingSegmentsMemberunh:OptumrxMember2020-01-012020-12-310000731766us-gaap:IntersegmentEliminationMemberunh:IntersegmentMember2020-01-012020-12-310000731766unh:TotalOptumMemberunh:IntersegmentMember2020-01-012020-12-310000731766unh:IntersegmentMemberus-gaap:CorporateNonSegmentMember2020-01-012020-12-310000731766unh:IntersegmentMember2020-01-012020-12-310000731766unh:UnitedhealthcareMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000731766unh:OptumhealthMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000731766unh:OptuminsightMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000731766us-gaap:OperatingSegmentsMemberunh:OptumrxMember2020-01-012020-12-310000731766us-gaap:IntersegmentEliminationMember2020-01-012020-12-310000731766unh:TotalOptumMember2020-01-012020-12-310000731766us-gaap:CorporateNonSegmentMember2020-01-012020-12-310000731766unh:UnitedhealthcareMemberus-gaap:OperatingSegmentsMember2020-12-310000731766unh:OptumhealthMemberus-gaap:OperatingSegmentsMember2020-12-310000731766unh:OptuminsightMemberus-gaap:OperatingSegmentsMember2020-12-310000731766us-gaap:OperatingSegmentsMemberunh:OptumrxMember2020-12-310000731766us-gaap:IntersegmentEliminationMember2020-12-310000731766unh:TotalOptumMember2020-12-310000731766us-gaap:CorporateNonSegmentMember2020-12-310000731766unh:ExternalCustomersMemberunh:UnitedhealthcareMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000731766unh:ExternalCustomersMemberunh:OptumhealthMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000731766unh:ExternalCustomersMemberunh:OptuminsightMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000731766unh:ExternalCustomersMemberus-gaap:OperatingSegmentsMemberunh:OptumrxMember2019-01-012019-12-310000731766unh:ExternalCustomersMemberus-gaap:IntersegmentEliminationMember2019-01-012019-12-310000731766unh:ExternalCustomersMemberunh:TotalOptumMember2019-01-012019-12-310000731766unh:ExternalCustomersMemberus-gaap:CorporateNonSegmentMember2019-01-012019-12-310000731766unh:ExternalCustomersMember2019-01-012019-12-310000731766unh:ExternalCustomersMemberus-gaap:ProductMemberunh:UnitedhealthcareMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000731766unh:ExternalCustomersMemberus-gaap:ProductMemberunh:OptumhealthMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000731766unh:ExternalCustomersMemberunh:OptuminsightMemberus-gaap:ProductMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000731766unh:ExternalCustomersMemberus-gaap:ProductMemberus-gaap:OperatingSegmentsMemberunh:OptumrxMember2019-01-012019-12-310000731766unh:ExternalCustomersMemberus-gaap:IntersegmentEliminationMemberus-gaap:ProductMember2019-01-012019-12-310000731766unh:ExternalCustomersMemberus-gaap:ProductMemberunh:TotalOptumMember2019-01-012019-12-310000731766unh:ExternalCustomersMemberus-gaap:ProductMemberus-gaap:CorporateNonSegmentMember2019-01-012019-12-310000731766unh:ExternalCustomersMemberus-gaap:ProductMember2019-01-012019-12-310000731766unh:ExternalCustomersMemberus-gaap:ServiceMemberunh:UnitedhealthcareMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000731766unh:ExternalCustomersMemberus-gaap:ServiceMemberunh:OptumhealthMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000731766unh:ExternalCustomersMemberunh:OptuminsightMemberus-gaap:ServiceMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000731766unh:ExternalCustomersMemberus-gaap:ServiceMemberus-gaap:OperatingSegmentsMemberunh:OptumrxMember2019-01-012019-12-310000731766unh:ExternalCustomersMemberus-gaap:IntersegmentEliminationMemberus-gaap:ServiceMember2019-01-012019-12-310000731766unh:ExternalCustomersMemberunh:TotalOptumMemberus-gaap:ServiceMember2019-01-012019-12-310000731766unh:ExternalCustomersMemberus-gaap:ServiceMemberus-gaap:CorporateNonSegmentMember2019-01-012019-12-310000731766unh:ExternalCustomersMemberus-gaap:ServiceMember2019-01-012019-12-310000731766unh:UnitedhealthcareMemberunh:IntersegmentMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000731766unh:OptumhealthMemberunh:IntersegmentMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000731766unh:OptuminsightMemberunh:IntersegmentMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000731766unh:IntersegmentMemberus-gaap:OperatingSegmentsMemberunh:OptumrxMember2019-01-012019-12-310000731766us-gaap:IntersegmentEliminationMemberunh:IntersegmentMember2019-01-012019-12-310000731766unh:TotalOptumMemberunh:IntersegmentMember2019-01-012019-12-310000731766unh:IntersegmentMemberus-gaap:CorporateNonSegmentMember2019-01-012019-12-310000731766unh:IntersegmentMember2019-01-012019-12-310000731766unh:UnitedhealthcareMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000731766unh:OptumhealthMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000731766unh:OptuminsightMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000731766us-gaap:OperatingSegmentsMemberunh:OptumrxMember2019-01-012019-12-310000731766us-gaap:IntersegmentEliminationMember2019-01-012019-12-310000731766unh:TotalOptumMember2019-01-012019-12-310000731766us-gaap:CorporateNonSegmentMember2019-01-012019-12-310000731766unh:UnitedhealthcareMemberus-gaap:OperatingSegmentsMember2019-12-310000731766unh:OptumhealthMemberus-gaap:OperatingSegmentsMember2019-12-310000731766unh:OptuminsightMemberus-gaap:OperatingSegmentsMember2019-12-310000731766us-gaap:OperatingSegmentsMemberunh:OptumrxMember2019-12-310000731766us-gaap:IntersegmentEliminationMember2019-12-310000731766unh:TotalOptumMember2019-12-310000731766us-gaap:CorporateNonSegmentMember2019-12-310000731766srt:ParentCompanyMember2021-01-012021-12-310000731766srt:ParentCompanyMember2021-12-310000731766srt:ParentCompanyMember2020-12-310000731766srt:ParentCompanyMember2020-01-012020-12-310000731766srt:ParentCompanyMember2019-01-012019-12-310000731766srt:ParentCompanyMember2019-12-310000731766srt:ParentCompanyMember2018-12-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________ 
Form 10-K
_______________________________________________________ 
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
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
__________________________________________________________ 
unh-20211231_g1.jpg
UnitedHealth Group Incorporated
(Exact name of registrant as specified in its charter)
Delaware 41-1321939
(State or other jurisdiction of
incorporation or organization)		 (I.R.S. Employer
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)
______________________________________________________  
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.01 par valueUNHNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
_________________________________________________________  
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. ☒
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, 2021 was $376,162,785,060 (based on the last reported sale price of $400.44 per share on June 30, 2021 as reported on the 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, 2022, there were 940,899,146 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 2022 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
Table of Contents
 
  Page
Part I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Part II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
Part III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Part IV
Item 15.
Item 16.







PART I
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, improving consumer health, advancing health equity 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. UnitedHealthcare Global provides health and dental benefits and hospital and clinical services to employer groups and individuals in South America, and through other diversified global health services.
We have four reportable segments:
•Optum Health;
•Optum Insight;
•Optum Rx; and
•UnitedHealthcare, which includes UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement, UnitedHealthcare Community & State and UnitedHealthcare Global.
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 populations 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.
1
Table of Contents
•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.
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 a diversified array of pharmacy care services.
Optum Health
Optum Health provides health and wellness care, addressing the physical, emotional and health-related financial needs of 100 million consumers, through a national health care delivery platform which engages people in the most appropriate care settings, including clinical sites, in-home and virtual. Optum Health delivers local primary, in-home, specialty, 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 government entities to provide high quality accessible and equitable care with improved 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 offers its products on a risk basis, assuming responsibility for health care costs in exchange for a monthly premium, on an administrative fee basis, managing or administering products and services in exchange for a monthly fee, and on a fee-for-service basis, delivering medical services to patients in exchange for a contracted fee.
Optum Financial, including Optum Bank, serves consumers through 8 million health savings and other accounts and has more than $19 billion in assets under management as of December 31, 2021. During 2021, Optum Financial processed $264 billion in digital medical payments to physicians and other health care providers. Organizations across the health system rely on Optum Financial to manage and improve payment flows through its highly automated, scalable, digital payment systems. For financial services offerings, Optum Health 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 government 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 easier for all participants in the health care system. Hospital systems, physicians, health plans, state governments, life sciences companies and other organizations comprising the health care industry depend on Optum Insight to help them improve performance, reduce costs, advance quality, meet compliance mandates and modernize their core operating systems to meet the changing needs of the health system. Optum Insight serves the needs of health systems (such as physicians and hospital systems), health plans, state governments and life sciences companies.
Health Systems. Serves hospitals, physicians and other care providers to improve revenue and growth, 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. government-sponsored 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.
2
Table of Contents
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.
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, 2021 was approximately $22.4 billion, of which $12.1 billion is expected to be realized within the next 12 months. The aggregate backlog includes $8.9 billion related to affiliated agreements. Optum Insight’s aggregate backlog as of December 31, 2020, was $20.2 billion.
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 and through the provision of in-home and community-based infusion services. It also offers a direct-to-consumer business.
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 2021, Optum Rx managed $112 billion in pharmaceutical spending, including $45 billion in specialty pharmaceutical spending.
Optum Rx serves health benefits providers, large national employer plans, unions and trusts, purchasing coalitions and government entities. Optum Rx’s sales distribution system consists primarily of health insurance brokers and other health care consultants and direct sales.
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 promote better health outcomes, and to help target inappropriate utilization and non-adherence to medication. 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 offers a distinctive approach to integrating the management of medical and pharmaceutical care by using data and advanced analytics to help improve comprehensive decision-making, elevate quality, close gaps in care and reduce costs for customers and people served.
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, 2021, include 1.5 million physicians and other health care professionals and more than 7,000 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.”
3
Table of Contents
UnitedHealthcare Employer & Individual
UnitedHealthcare Employer & Individual offers a comprehensive array of consumer-oriented health benefit plans and services nationwide for large national employers, public sector employers, mid-sized employers, small businesses, and individual consumers. As of December 31, 2021, UnitedHealthcare Employer & Individual provides access to medical services for 26.6 million people on behalf of our customers and alliance partners, including employer customers, serving people across all 50 states, the District of Columbia and most U.S. territories. Products are offered through affiliates licensed as insurance companies, health maintenance organizations (HMOs), or TPAs. Large employer groups typically use self-funded arrangements where UnitedHealthcare Employer & Individual earns a service fee. Smaller employer groups and individuals are more likely to purchase risk-based products because they are less willing or unable to bear a greater potential liability for health care expenditures.
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. When providing administrative and other management services 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.
The consolidated purchasing capacity represented by the individuals served by UnitedHealth Group makes it possible for UnitedHealthcare Employer & Individual to contract for cost-effective access to a large number of conveniently located care professionals and facilities. UnitedHealthcare Employer & Individual has relationships with network care providers who integrate data and analytics, implement value-based payment arrangements and care management programs that enable us to jointly better manage health care and improve quality across populations. UnitedHealthcare Employer & Individual’s comprehensive and integrated pharmacy care services promote lower costs by using formulary programs to produce better unit costs, encouraging consumers to use drugs offering improved value and outcomes, helping consumers take actions to improve their health and supporting the appropriate use of drugs based on clinical evidence through physician and consumer education programs.
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 diverse product portfolio offers employers a continuum of benefit designs, price points and approaches to consumer engagement which provides the flexibility to meet a full spectrum of their coverage needs.
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.
Each medical plan has a core set of clinical programs embedded in the offering, with additional services available depending on offering type (risk-based or self-funded), line of business (such as small business, key accounts, public sector, national accounts or individual consumers) and clinical need. UnitedHealthcare Employer & Individual’s clinical programs include: wellness programs, decision support, utilization management, case and disease management, complex condition management, on-site programs, incentives to reinforce positive behavior change, mental health/substance use disorder management and employee assistance programs.
UnitedHealthcare Medicare & Retirement
UnitedHealthcare Medicare & Retirement provides health and well-being services to individuals age 50 and older, addressing their unique needs for preventive and acute health care services, as well as services dealing with chronic disease and other specialized issues common among older people. UnitedHealthcare Medicare & Retirement is fully dedicated to serving this growing market segment, providing products and services in all 50 states, the District of Columbia and most U.S. territories. 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. UnitedHealthcare Medicare & Retirement is positioned to serve seniors who find affordable, network-based care provided through Medicare Advantage plans to meet their unique health care needs. For those who prefer traditional fee-for-service Medicare, UnitedHealthcare Medicare & Retirement offers both Medicare
4
Table of Contents
Supplement and Medicare Prescription Drug Benefit (Medicare Part D) programs to expand their government-sponsored Medicare by providing additional benefits and coverage options. UnitedHealthcare Medicare & Retirement 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.
UnitedHealthcare Medicare & Retirement’s major product categories include:
Medicare Advantage. UnitedHealthcare Medicare & Retirement 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 insurance 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. Medicare Advantage plans are designed to compete at the local level, taking into account consumer and care provider preferences, competitor offerings, our quality and cost initiatives, our historical financial results and the long-term payment rate outlook for each geographic area. UnitedHealthcare Medicare & Retirement served 6.5 million people through its Medicare Advantage products as of December 31, 2021.
UnitedHealthcare Medicare & Retirement’s senior-focused care management model operates at a medical cost level below traditional Medicare, while helping seniors live healthier lives. 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 more than 2.1 million clinical preventive home care visits in 2021 to address unmet care opportunities and close gaps in care. Our Navigate4Me program provides a single point of contact and a direct line of support for individuals as they go through their health care experiences. For high-risk patients in certain care settings and programs, UnitedHealthcare Medicare & Retirement uses proprietary, automated medical record software and digital therapeutics for remote monitoring enabling clinical care teams to capture and track patient data and clinical encounters, creating a comprehensive set of care information bridging capabilities across home, hospital and nursing home care settings. Proprietary predictive modeling tools help identify people at high risk and enable care managers to create individualized care plans to help them obtain the right care, in the right place, at the right time.
Medicare Part D. UnitedHealthcare Medicare & Retirement 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. Each of the plans includes the majority of the drugs covered by Medicare and provides varying levels of coverage to meet the diverse needs of Medicare beneficiaries. As of December 31, 2021, UnitedHealthcare enrolled 9.5 million people in the Medicare Part D programs, including 3.7 million individuals in stand-alone Medicare Part D plans, with the remainder in Medicare Advantage plans incorporating Medicare Part D coverage.
Medicare Supplement. UnitedHealthcare Medicare & Retirement is currently serving 4.4 million seniors nationwide through various Medicare Supplement products in association with AARP. UnitedHealthcare Medicare & Retirement offers 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.
Premium revenues from CMS represented 36% of UnitedHealth Group’s total consolidated revenues for the year ended December 31, 2021, 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 (TANF); 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, 2021, UnitedHealthcare Community & State participated in programs in 32 states and the District of Columbia, and served 7.7 million people; including nearly 1.4 million people through Medicaid expansion programs in 18 states under the Patient Protection and Affordable Care Act (ACA).
5
Table of Contents
States using managed care services for Medicaid beneficiaries select health plans by using a formal bid process or by awarding individual contracts. A number of factors are considered by UnitedHealthcare Community & State when choosing programs for participation, including the state’s commitment and consistency of support for its Medicaid managed care program in terms of service, innovation and funding; the eligible population base, both immediate and long term; and the structure of the projected program. UnitedHealthcare Community & State works with its state customers to advocate for actuarially sound rates, commensurate with medical cost trends.
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.
UnitedHealthcare Community & State leverages the national capabilities of UnitedHealth Group locally, supporting effective care management, strong regulatory partnerships, greater administrative efficiency, improved clinical outcomes and the ability to adapt to a changing national and local market environment. UnitedHealthcare Community & State coordinates resources among family, physicians, other health care providers, and government and community-based agencies and organizations to facilitate continuous and effective care and often addresses other social determinants affecting people’s health status and health system usage.
Although approximately 80% of the people in state Medicaid programs are served by managed care, there remains significant growth opportunity as this population represents only approximately 55% of total Medicaid spending. UnitedHealthcare Community & State’s business development opportunities include entering fee-for-service markets converting to managed care; and growing in existing managed care markets, including state expansions to populations with more complex needs requiring more sophisticated models of care, including DSNP and LTSS programs. Our offerings to state expansion cover more medically complex populations, including integrated care management of physical, behavioral, long-term care services and supports, and social services by applying strong data analytics and community-based collaboration.
UnitedHealthcare Community & State continues to evolve its clinical model to enhance quality and the clinical experience for the people it serves. The model enables UnitedHealthcare Community & State to quickly identify the people who could benefit most from more highly coordinated care.
UnitedHealthcare Global
UnitedHealthcare Global serves 7.8 million people with medical and dental benefits, typically 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 Global serves multinational and local businesses, governments, insurers and individuals and their families through health insurance plans for local populations, care delivery services, benefit plans and risk and assistance solutions. UnitedHealthcare Global offers health care delivery in our principal markets through over 50 hospitals, and more than 200 outpatient and ambulatory clinics and surgery centers to UnitedHealthcare Global members and consumers served by the external payer market.
In Brazil, Amil provides health benefits to 3.4 million people and dental benefits to nearly 2.3 million people. Empresas Banmédica provides health benefits and health care services to approximately 2.1 million people in Chile, Colombia and Peru. Lusíadas Saúde provides clinical services to people in Portugal through an owned network of hospitals and outpatient clinics.
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. The regulations can vary significantly among jurisdictions and the interpretation of them are subject to frequent change. Domestic U.S. 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 climate, could adversely affect our businesses.
If we fail to comply with, are alleged to have failed to comply with, or fail to respond quickly and appropriately to changes in, applicable laws, regulations and rules, our business, results of operations, financial position and cash flows could be materially and adversely affected. See Part I, Item 1A, “Risk Factors” for a discussion of the risks related to our compliance with federal, state and international laws and regulations.
6
Table of Contents
U.S. Federal Laws and Regulation
We are subject to various levels of U.S. federal regulation. For example, 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 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. In addition, our businesses are 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.
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
7
Table of Contents
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. There are laws and regulations which 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 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 of 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) requirements to use particular care providers or distribution channel, (iv) copayment differentials among providers and (v) formulary tiering practices.
8
Table of Contents
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. Additionally, 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, 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 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, including 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 and business combinations 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.

9
Table of Contents
HUMAN CAPITAL RESOURCES
Our 350,000 employees, as of December 31, 2021, including nearly 135,000 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 and improve health outcomes. 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 2021 we have experienced moderately higher levels of employment attrition and COVID-19 continues to drive unplanned absences, but due to increased recruiting capacity and upgraded digital capabilities our workforce continues 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, including enterprise and business scorecards ensuring 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 the 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.unitedheatlhgroup.com, provides further details on our people and culture.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The following sets forth certain information regarding our executive officers as of February 10, 2022, including the business experience of each executive officer during the past five years:
NameAgePosition
Andrew P. Witty57Chief Executive Officer
Dirk C. McMahon62President and Chief Operating Officer
John F. Rex60Executive Vice President and Chief Financial Officer
Patricia L. Lewis60Executive Vice President and Chief Human Resources Officer
Thomas E. Roos49Senior Vice President and Chief Accounting Officer
Marianne D. Short70Executive Vice President and Chief Legal Officer
Brian R. Thompson47Chief 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.
Mr. Witty has served as Chief Executive Officer and a member of the Board of Directors of UnitedHealth Group since February 2021. Previously, Mr. Witty served as Chief Executive Officer of Optum beginning in July 2018, President of UnitedHealth Group from November 2019 to February 2021 and as a UnitedHealth Group director from August 2017 to March 2018. From April 2020 to November 2020, Mr. Witty took an unpaid leave of absence to serve as a Global Envoy for the World Health Organization’s COVID-19 efforts. Prior to joining UnitedHealth Group, he was Chief Executive Officer and a board member of GlaxoSmithKline, a global pharmaceutical company, from 2008 to April 2017.
Mr. McMahon has served as President and Chief Operating Officer of UnitedHealth Group since February 2021. In addition, Mr. McMahon 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. Mr. McMahon 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.
10
Table of Contents
Mr. Rex has served as Executive Vice President and Chief Financial Officer of UnitedHealth Group since June 2016. From March 2012 to June 2016, Mr. Rex served as Executive Vice President and Chief Financial Officer of Optum. Prior to joining Optum in 2012, Mr. Rex was a Managing Director at JP Morgan, a global financial services firm.
Ms. Lewis has served as Executive Vice President and Chief Human Resources Officer of UnitedHealth Group since October 2019. Prior to joining UnitedHealth Group, Ms. Lewis served at Lockheed Martin Corporation, a global security and aerospace company, where she was Senior Vice President and Chief Human Resources Officer from December 2014 to October 2019. Prior to joining Lockheed Martin Corporation in 2011, Ms. Lewis held various positions in Human Resources at International Business Machines Corporation, a global technology company, and DuPont De Nemours, Inc, a global diversified chemicals company. Ms. Lewis currently serves as a director of Lear, Inc.
Mr. Roos has served as Senior Vice President and Chief Accounting Officer of UnitedHealth Group since August 2015. Prior to joining UnitedHealth Group, Mr. Roos was a Partner at Deloitte & Touche LLP, an independent registered public accounting firm, from September 2007 to August 2015.
Ms. Short has served as Executive Vice President and Chief Legal Officer of UnitedHealth Group from January 2013 to January 2021 and from June 2021 to present. Prior to joining UnitedHealth Group, Ms. Short served as the Managing Partner at Dorsey & Whitney LLP, an international law firm, from January 2007 to December 2012.
Mr. 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 2017 to 2021; as Chief Financial Officer of UnitedHealthcare’s Employer & Individual and Medicare & Retirement businesses from 2010 to 2017; as Financial Controller of UnitedHealthcare's Employer & Individual business from 2008 to 2010; and as Director, Corporate Development from 2004 to 2008.
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. From the site you can download and print copies of our annual reports to shareholders, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, along with amendments to those reports. You can also download from our website our certificate of incorporation and bylaws; corporate governance policies, including our Principles of Governance; Board of Directors Committee Charters; Code of Conduct; and annual sustainability report. We make periodic 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). We will also provide a copy of any of our corporate governance policies published on our website free of charge, upon request. To request a copy of any of these documents, please submit your request to: UnitedHealth Group Incorporated, 9900 Bren Road East, Minnetonka, MN 55343, Attn: Corporate Secretary. 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.
Our transfer agent, Equiniti (EQ), can help you with a variety of shareholder-related services, including change of address, lost stock certificates, transfer of stock to another person and other administrative services. You can write to our transfer agent at: EQ Shareowner Services, P.O. Box 64854, St. Paul, Minnesota 55164-0854, or telephone (800) 401-1957 or (651) 450-4064.
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
11
Table of Contents
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 public filings or 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
We are subject to risks associated with public health crises, large-scale medical emergencies and pandemics, such as the COVID-19 pandemic, which could continue to have a material adverse effect on our business, results of operations, financial condition and financial performance.
The ongoing COVID-19 pandemic continues to impact health systems, businesses, governments and customer and consumer activities. The future impact to our business is primarily dependent upon the ultimate pacing, intensity and duration of the crisis, the severity of new variants of the COVID-19 virus, and the effectiveness and extent of administration of vaccinations and treatments, factors which remain uncertain at this time. These factors continue to affect the related treatment, testing, coverage and other services we provide for the people we serve. We may experience an increase in medical care costs as people seek care which was deferred during the pandemic and individuals with chronic conditions may require additional care needs resulting from missed treatments. The premiums and fees we charge, including premiums dependent upon documented health conditions, may not be sufficient to cover the medical and administrative costs associated with COVID-19 and other care services. Similarly, state and federal mandates for coverage may result in additional incurred expenses that are not associated with increases in government reimbursement (such as requirements for insurers to cover at-home COVID-19 testing).We have experienced and may continue to experience reduced demand for certain services Optum provides to care providers, health plans and employers as a result of reduced clinical and claims activity and changes in business priorities resulting from COVID-19. In addition, our care delivery business may continue to be adversely impacted by COVID-19 infections and exposures affecting providers we employ, resulting in reduced capacity to handle demand for care and related partial or full closures of our facilities. Our non-clinical workforce may also be adversely impacted by COVID-19 infections and exposures impacting our business operations.
The COVID-19 pandemic has resulted in some of our customers having to temporarily or permanently close or severely curtail their operations, and unfavorable economic conditions resulting from the pandemic may continue to impact our clients, customers, health care providers, third party vendors and federal and state entities and programs. Among other impacts, we have experienced and may continue to experience loss of commercial and pharmacy care services members due to customer reductions in workforce and an adverse impact on the timing and collectability of premium payments. In addition, governments have modified, and may continue to modify, regulatory standards around various aspects of health care in response to COVID-19, which may adversely affect our ability to ensure timely compliance and meet various contractual obligations.
Further disruptions in public and private infrastructure, including supply chains providing medical supplies and pharmaceutical products, could disrupt our business operations or increase our operating costs. Additionally, the enactment of emergency powers by governments could disrupt our business operations, including by restricting pharmaceuticals or other supplies, and could increase the risk of shortages of necessary items.
Although we cannot predict the pacing, intensity and duration of COVID-19, the pandemic’s disruption to business activities, employment and economic effects, and near and long-term impacts on the patterns of care and services across the healthcare system could continue to have material and adverse effects on our business, results of operations, financial position or cash flows.
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 negotiates value-based arrangements with commercial third-party payers which are also included in premium revenues. Under a typical arrangement, Optum Health receives a fixed percentage of a third-party payer’s premiums to cover all or a defined portion of the medical costs provided to members. 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.
12
Table of Contents
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 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 the year before the contract year. Although we base the commercial and Medicaid 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, large-scale medical emergencies, the potential effects of climate change, pandemics, such as COVID-19, the introduction of new or costly drugs, treatments and technology, new treatment guidelines, newly mandated benefits or other regulatory changes and insured population characteristics. 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. For example, if our 2021 medical costs for commercial insured products had been 1% higher than our actual medical costs, without proportionally higher revenues from such products, our annual net earnings for 2021 would have been reduced by approximately $330 million, excluding any offsetting impact from risk adjustment or from reduced premium rebates due to minimum MLRs.
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. 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, price adequately our products and services, provide effective service to our customers in an efficient and uninterrupted fashion, 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. 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 or penalties; incur increases in operating expenses; or suffer other adverse consequences.
We periodically consolidate, integrate, upgrade and expand our information systems’ capabilities as a result of technology initiatives and 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 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
13
Table of Contents
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 which are intended 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 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. In addition, we are subject to heightened vulnerability to cybersecurity attacks associated with increased numbers of employees working from home. 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. 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. Our remediation efforts may not be successful and 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 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 will depend 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 we 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 and expanding access to virtual 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 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 fail to realize competitive advantages resulting from collaboration between our businesses, 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
14
Table of Contents
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.
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. Any failure by us to develop and maintain satisfactory relationships with health care providers, whether in-network or out-of-network, 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 result in diminished bargaining power on our part. In addition, ACOs; practice management companies (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 render services to our members who do not have contracts with us. In those cases, we do not have a pre-established understanding about the amount of compensation due to the provider for services rendered to our members. In some states, the amount of compensation due to these out-of-network providers is defined by law or regulation, but in other cases the amount is either not defined or is established by a standard which does not clearly specify dollar terms. In some instances, providers may believe they are underpaid for their services and may either litigate or arbitrate their dispute with us.
The success of some of our businesses, including Optum Health and UnitedHealthcare Global, depend 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 in the markets where we operate 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.
In addition, 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.
15
Table of Contents
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. These matters have included or could in the future include matters related to health care benefits coverage and payment 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 the 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. Any failure by us to adhere to the laws and regulations applicable to our businesses could subject us to civil and criminal penalties.
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. Many of these actions involve large claims and significant defense costs and, if these actions are asserted against us, 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 and are incurring expenses in resolving these matters. The legal actions we face or may face in the future could further increase our cost of doing business and materially and adversely affect our results of operations, financial position and cash flows. In addition, 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.
Any failure by us to manage successfully our strategic alliances or complete, manage or integrate acquisitions and other significant strategic transactions or relationships domestically or outside the United States 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, if we fail to identify and successfully complete transactions, which further our strategic objectives, we may be required to expend resources to develop products and technology internally, we may 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.
Success in completing acquisitions is 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. We are vigorously defending this lawsuit, but if SCA is found liable, we may be subject to criminal fines or reputational harm. If we cannot successfully integrate these acquisitions and realize contemplated revenue growth opportunities
16
Table of Contents
and cost savings, 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 the acquired 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.
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 for whose services and allegiance we must compete. Our sales would be materially and adversely affected if we are unable to attract, retain and support such 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. For example, high unemployment during the early stages of the COVID-19 pandemic has caused lower enrollment or lower rates of renewal in our employer group benefits and pharmacy services plans. 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 as a means 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 our membership levels 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.
A prolonged unfavorable economic environment also could 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 skill sets, to operate and expand our business. 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 the services of our key employees and executives
17
Table of Contents
will continue to be available to us. 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.
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, 2021. Relatively low interest rates on investments, such as those experienced during recent years, have adversely impacted our investment income. 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 conditions, illiquidity or otherwise, could have an adverse effect on our equity. In addition, if it became 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, 2021, our goodwill and other intangible assets had a carrying value of $86 billion, representing 40% 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 and our results of operations, financial position and cash flows could be materially and adversely affected.
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 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
18
Table of Contents
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 those relating to PPOs, MCOs, UR and TPA-related regulations and licensure requirements. 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 contracts we hold 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 work, 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 do so at 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 into our businesses of entities we acquire 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 all proposed rate increases on many of our products to HHS 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.
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 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) which vary by jurisdiction. 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. For example, our UnitedHealthcare Global 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. 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
19
Table of Contents
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.
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 seek 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.
Many of the government health care coverage programs in which we participate 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, our membership levels, 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.
20
Table of Contents
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 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 businesses providing pharmacy care services 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. Additionally, various governmental agencies have conducted investigations into certain PBM practices, which have resulted in other PBMs agreeing to civil penalties, including the payment of money and entry into corporate integrity agreements. 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 also 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, including as a result of the risks inherent 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 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 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
21
Table of Contents
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, effective May 2018, the European Union’s General Data Protection Regulation (GDPR) overhauled data protection laws in the European Union. GDPR has imposed more stringent European Union data protection requirements on us or our customers, and prescribed 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.
ITEM 2.    PROPERTIES
To support our business operations in the United States and other countries we own and lease real properties. Our various reportable segments use these facilities for their respective business purposes, and we believe these 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.
22
Table of Contents

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, 2022, there were 10,644 registered holders of record of our common stock.
DIVIDEND POLICY
In June 2021, the Company’s Board of Directors increased the Company’s quarterly cash dividend to shareholders to an annual rate of $5.80 compared to $5.00 per share, which the Company had paid since June 2020. 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
In November 1997, our Board of Directors adopted a share repurchase program, which the Board evaluates periodically. There is no established expiration date for the program. During the fourth quarter of 2021, we repurchased 2.3 million shares at an average price of $447.99 per share. As of December 31, 2021, we had Board authorization to purchase up to 45 million shares of our common stock.
23
Table of Contents
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, 2021. The comparisons assume the investment of $100 on December 31, 2016 in our common stock and in each index, and dividends were reinvested when paid.
unh-20211231_g2.jpg
12/1612/1712/1812/1912/2012/21
UnitedHealth Group$100.00 $139.82 $160.13 $192.13 $232.87 $338.16 
S&P Health Care Index100.00 122.08 129.97 157.04 178.15 224.70 
Dow Jones US Industrial Average100.00 128.11 123.65 154.99 170.06 205.68 
S&P 500 Index100.00 121.83 116.49 153.17 181.35 233.41 
The stock price performance included in this graph is not necessarily indicative of future stock price performance.
ITEM 6.     [Reserved]

24
Table of Contents
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 2020 and 2019 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, 2020.
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, UnitedHealthcare Community & State and UnitedHealthcare Global.
Further information on our business and reportable segments is presented in Part I, Item 1, “Business” and in Note 13 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, such as the economic impact of COVID-19, and regulatory changes, which could impact our results of operations, including our continued efforts to control health care costs.
Pricing Trends. To price our health care benefit products, we start with our view of expected future costs, including any potential impacts from COVID-19. 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 MLR thresholds. We will continue seeking to balance growth and profitability across all of 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.”
We expect Medicaid revenue growth due to anticipated changes in mix and pricing trends; we also 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.
25
Table of Contents
Medical Cost Trends. Our medical cost trends primarily relate to changes in unit costs, health system utilization and prescription drug costs. COVID-19 related care costs as well as the deferral of care have impacted medical cost trends in 2021 and may continue to do so in 2022 and subsequent years. Future medical cost trends may be impacted by increased consumer demand for care, potentially even higher acuity care, due to the temporary deferral of care since the onset of the pandemic. 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. The continued uncertain impact of COVID-19 may impact our ability to estimate medical costs payable, which has resulted in, and could continue to result in, increased variability to medical cost reserve development.
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, improve the health of populations and reduce costs. We continue to see a greater number of people enrolled in plans with underlying performance-based care provider payment models rewarding high-quality, affordable care and foster collaboration. We work together with clinicians to leverage our data and analytics to provide the necessary information to close gaps in care and improve overall health outcomes for patients.
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. Final 2022 Medicare Advantage rates resulted in an increase in industry base rates of approximately 4.1%, short of the industry forward medical cost trend, creating continued pressure in the Medicare Advantage program.
The ongoing Medicare Advantage funding pressure places continued importance on effective medical management and ongoing improvements in administrative efficiency. There are a number of adjustments we have made to partially offset these rate pressures and reductions. In some years, these adjustments impact the majority of the seniors we serve through Medicare Advantage. For example, we seek to intensify our medical and operating cost management, make changes to the size and composition of our care provider networks, adjust members' 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.
Our Medicare Advantage rates are currently enhanced by CMS quality bonuses in certain counties based on our local plans’ Star ratings. The level of Star ratings from CMS, based upon specified clinical and operational performance standards, will impact future quality bonuses.
ACA Tax (Health Insurance Tax). The Health Insurance Tax was permanently repealed by Congress, effective January 1, 2021. The permanent repeal of the tax impacts year-over-year comparability of our financial statements, including revenues, operating costs, medical care ratio (MCR), operating cost ratio, effective tax rate and cash flows from operations.
COVID-19 Trends and Uncertainties
The COVID-19 pandemic continues to evolve and the ultimate impact on our business, results of operations, financial condition and cash flows remains uncertain. In 2021, overall care activity continued to increase, including a mix of temporary deferral of care activity and COVID-19 related care costs. The temporary deferral of care was more than offset by COVID-19 related care and testing costs, rebate requirements and other revenue impacts and general economic impacts. In future periods, care patterns may moderately exceed normal baselines as previously deferred care is obtained and acuity temporarily rises due to missed regular care. From time to time, health system capacity may be subject to possible increased volatility due to the pandemic. Specific trends and uncertainties related to our two business platforms are as follows:
Optum. COVID-19 related care costs continued to impact our Optum Health value-based care delivery businesses, which were partially offset by the continued temporary deferral of care. The temporary deferral of care reduced fee-for-service care delivery volume, as well as Optum Insight and Optum Rx volume-based business activity, although we expect the impact to continue decreasing as care returns to, and potentially exceeds, normal levels. We believe COVID-19 will continue to influence customer and consumer behavior, both during and after the pandemic, which could impact how and where care is delivered and the manner in which consumers wish to receive their prescription drugs or infusion services. As a result of the dynamic situation and broad-reaching impact to the health system, the ultimate impact of COVID-19 on our Optum businesses is uncertain.
26
Table of Contents
UnitedHealthcare. In 2021, we continued expanded benefit coverage in areas such as COVID-19 related care and testing, telemedicine, and pharmacy; we also continued to assist our customers, care providers, members and communities in addressing the COVID-19 crisis. UnitedHealthcare’s 2021 results of operations were negatively impacted by COVID-19 related care and testing, rebate requirements and other revenue impacts, as well as broader economic impacts, partially offset by the continued deferral of care. The increase in people served through Medicaid was attributable in part to continuing action by states to ease eligibility redetermination requirements due to the COVID-19 public health emergency.
Disrupted care patterns, as a result of the pandemic, have affected and may continue to temporarily affect the ability to obtain complete member health status information, impacting revenue in businesses utilizing risk adjustment methodologies. The ultimate overall impact is uncertain and dependent on the future pacing, intensity and duration of the pandemic, the severity of new variants of the COVID-19 virus, the effectiveness and extent of administration of vaccination and treatments and general economic uncertainty.
SELECTED OPERATING PERFORMANCE ITEMS
The following represents a summary of select 2021 year-over-year operating comparisons to 2020.
•Consolidated revenues increased by 12%, UnitedHealthcare revenues increased 11% and Optum revenues grew 14%.
•UnitedHealthcare served 2.1 million more people domestically, primarily driven by growth in community and senior programs.
•Earnings from operations increased by 7%, including an increase of 19% at Optum, partially offset by a decrease of 3% at UnitedHealthcare.
•Diluted earnings per common share increased 13% to $18.08.
•Cash flows from operations were $22.3 billion.
•Return on equity was 25.2%.
27
Table of Contents
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
2021202020192021 vs. 2020
Revenues:
Premiums$226,233 $201,478 $189,699 $24,755 12 %
Products34,437 34,145 31,597 292 1 
Services24,603 20,016 18,973 4,587 23 
Investment and other income
2,324 1,502 1,886 822 55 
Total revenues287,597 257,141 242,155 30,456 12 
Operating costs:
Medical costs186,911 159,396 156,440 27,515 17 
Operating costs42,579 41,704 35,193 875 2 
Cost of products sold31,034 30,745 28,117 289 1 
Depreciation and amortization
3,103 2,891 2,720 212 7 
Total operating costs263,627 234,736 222,470 28,891 12 
Earnings from operations23,970 22,405 19,685 1,565 7 
Interest expense(1,660)(1,663)(1,704)3 — 
Earnings before income taxes22,310 20,742 17,981 1,568 8 
Provision for income taxes(4,578)(4,973)(3,742)395 (8)
Net earnings17,732 15,769 14,239 1,963 12 
Earnings attributable to noncontrolling interests
(447)(366)(400)(81)22 
Net earnings attributable to UnitedHealth Group common shareholders
$17,285 $15,403 $13,839 $1,882 12 %
Diluted earnings per share attributable to UnitedHealth Group common shareholders
$18.08 $16.03 $14.33 $2.05 13 %
Medical care ratio (a)82.6 %79.1 %82.5 %3.5 %
Operating cost ratio14.8 16.2 14.5 (1.4)
Operating margin8.3 8.7 8.1 (0.4)
Tax rate20.5 24.0 20.8 (3.5)
Net earnings margin (b)6.0 6.0 5.7 — 
Return on equity (c)25.2 %24.9 %25.7 %0.3 %
________
(a)Medical care ratio is calculated as medical costs divided by premium revenue.
(b)Net earnings margin attributable to UnitedHealth Group 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.
2021 RESULTS OF OPERATIONS COMPARED TO 2020 RESULTS
Consolidated Financial Results
Revenues
The increases in revenues were primarily driven by the increase in the number of individuals served through Medicare Advantage, Medicaid and commercial offerings; pricing trends; and organic and acquisition growth across the Optum business, primarily due to expansion in care delivery.
Medical Costs and MCR
Medical costs increased as a result of growth in people served through Medicare Advantage, Medicaid and commercial offerings, as well as increased COVID-19 related care costs and medical cost trends, partially offset by higher temporary care deferrals. The MCR increased due to increased COVID-19 related care costs and the permanent repeal of the Health Insurance Tax, partially offset by increased temporary care deferrals. Medical costs and the MCR were also impacted by increased prior year favorable reserve development.
28
Operating Cost Ratio
The operating cost ratio decreased primarily due to the permanent repeal of the Health Insurance Tax, COVID-19 impacts on revenue and operating costs in the prior year and operating efficiency gains, partially offset by business mix.
Income Tax Rate
Our effective tax rate decreased primarily due to the permanent repeal of the nondeductible Health Insurance Tax.
Reportable Segments
See Note 13 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 mix of care delivered through accountable care models at Optum Health, customer penetration 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)2021202020192021 vs. 2020
Revenues
UnitedHealthcare$222,899 $200,875 $193,842 $22,024 11 %
Optum Health54,065 39,808 30,317 14,257 36 
Optum Insight12,199 10,802 10,006 1,397 13 
Optum Rx91,314 87,498 74,288 3,816 4 
Optum eliminations(2,013)(1,800)(1,661)(213)12 
Optum
155,565 136,308 112,950 19,257 14 
Eliminations(90,867)(80,042)(64,637)(10,825)14 
Consolidated revenues$287,597 $257,141 $242,155 $30,456 12 %
Earnings from operations
UnitedHealthcare$11,975 $12,359 $10,326 $(384)(3)%
Optum Health4,462 3,434 2,963 1,028 30 
Optum Insight3,398 2,725 2,494 673 25 
Optum Rx4,135 3,887 3,902 248 6 
Optum
11,995 10,046 9,359 1,949 19 
Consolidated earnings from operations
$23,970 $22,405 $19,685 $1,565 7 %
Operating margin
UnitedHealthcare5.4 %6.2 %5.3 %(0.8)%
Optum Health8.3 8.6 9.8 (0.3)
Optum Insight27.9 25.2 24.9 2.7 
Optum Rx4.5 4.4 5.3 0.1 
Optum
7.7 7.4 8.3 0.3 
Consolidated operating margin8.3 %8.7 %8.1 %(0.4)%
UnitedHealthcare
The following table summarizes UnitedHealthcare revenues by business:
 For the Years Ended December 31,Change
(in millions, except percentages)2021202020192021 vs. 2020
UnitedHealthcare Employer & Individual
$60,023 $55,872 $56,945 $4,151 7 %
UnitedHealthcare Medicare & Retirement
100,552 90,764 83,252 9,788 11 
UnitedHealthcare Community & State
53,979 46,487 43,790 7,492 16 
UnitedHealthcare Global8,345 7,752 9,855 593 8 
Total UnitedHealthcare revenues$222,899 $200,875 $193,842 $22,024 11 %
29
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)2021202020192021 vs. 2020
Commercial:
Risk-based7,985 7,910 8,575 75 1 %
Fee-based18,595 18,310 19,185 285 2 
Total commercial26,580 26,220 27,760 360 1 
Medicare Advantage6,490 5,710 5,270 780 14 
Medicaid7,655 6,620 5,900 1,035 16 
Medicare Supplement (Standardized)4,395 4,460 4,500 (65)(1)
Total community and senior18,540 16,790 15,670 1,750 10 
Total UnitedHealthcare - domestic medical45,120 43,010 43,430 2,110 5 
Global5,510 5,425 5,720 85 2 
Total UnitedHealthcare - medical50,630 48,435 49,150 2,195 5 %
Supplemental Data:
Medicare Part D stand-alone3,700 4,045 4,405 (345)(9)%
Commercial business increased primarily due to acquisitions in risk-based and fee-based offerings and organic growth in innovative products. 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 due to COVID-19, new state-based awards and growth in people served through Dual Special Needs Plans.
UnitedHealthcare’s revenues increased due to growth in the number of individuals served through Medicare Advantage and Medicaid, including a greater mix of people with higher acuity needs, and an increase in the number of individuals served through commercial benefits, partially offset by the permanent repeal of the Health Insurance Tax and the impacts of COVID-19 on risk adjusted business. Earnings from operations decreased due to increased COVID-19 related care costs and the impacts of COVID-19 on risk adjusted business, partially offset by higher temporary deferral of care and growth in people served across our domestic businesses.
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 value-based arrangements, acquisitions in care delivery and the impact of COVID-19 at our fee-based businesses as consumers resumed elective care. Earnings from operations increased due to the factors impacting revenues as well as cost management initiatives and increased investment income. COVID-19 related care costs and temporary care deferrals affected earnings from operations at our value-based and fee-based businesses in offsetting manners. Optum Health served approximately 100 million people as of December 31, 2021 compared to 98 million people as of December 31, 2020.
Optum Insight
Revenues and earnings from operations at Optum Insight increased due to growth in technology and managed services, including expanding relationships serving health systems. Earnings from operations also increased due to productivity gains and cost management initiatives.
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. Earnings from operations also increased as a result of continued supply chain and cost management initiatives. Optum Rx fulfilled 1.4 billion and 1.3 billion adjusted scripts in 2021 and 2020, respectively. In addition to the factors contributing to revenue growth, adjusted scripts also increased due to the dispensing of COVID-19 vaccines.
30
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 $8.0 billion and $8.3 billion in 2021 and 2020, 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)2021202020192021 vs. 2020
Sources of cash:
Cash provided by operating activities$22,343 $22,174 $18,463 $169 
Issuances of long-term debt and short-term borrowings, net of repayments2,481 2,586 3,994 (105)
Proceeds from common share issuances
1,355 1,440 1,037 (85)
Customer funds administered
622 1,677 13 (1,055)
Other— — 219 — 
Total sources of cash26,801 27,877 23,726 
Uses of cash:
Cash paid for acquisitions, net of cash assumed
(4,821)(7,139)(8,343)2,318 
Cash dividends paid(5,280)(4,584)(3,932)(696)
Common share repurchases(5,000)(4,250)(5,500)(750)
Purchases of property, equipment and capitalized software
(2,454)(2,051)(2,071)(403)
Purchases of investments, net of sales and maturities (1,843)(2,836)(2,504)993 
Purchases of redeemable noncontrolling interests(1,338)— (618)(1,338)
Other(1,549)(965)(619)(584)
Total uses of cash(22,285)(21,825)(23,587)
Effect of exchange rate changes on cash and cash equivalents
(62)(116)(20)54 
Net increase in cash and cash equivalents$4,454 $5,936 $119 $(1,482)
2021 Cash Flows Compared to 2020 Cash Flows
Cash flows provided by operating activities were largely consistent, with higher net earnings being offset by changes in working capital accounts. Other significant changes in sources or uses of cash year-over-year included decreased customer funds administered and increased purchases of redeemable noncontrolling interests, share repurchases and cash dividends paid, partially offset by decreased cash paid for acquisitions and net purchases of investments.
31
Financial Condition
As of December 31, 2021, our cash, cash equivalent, available-for-sale debt securities and equity securities balances of $65.1 billion included $21.4 billion of cash and cash equivalents (of which $2.8 billion was available for general corporate use), $40.2 billion of debt securities and $3.5 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 3.9 years and a weighted-average credit rating of “Double A” as of December 31, 2021. 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 Statements and 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 Statements and Supplementary Data” for further detail of our obligations and the timing of expected future payments.
•Purchase and other obligations. These include $4.7 billion, $2.7 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, 2021.
•Other Liabilities. These include other long-term liabilities reflected in our Consolidated Balance Sheets as of December 31, 2021, 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 Statements and Supplementary Data” for further detail. We do not have any material required 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, 2021, our debt to debt-plus-shareholders’ equity ratio, as defined and calculated under the credit facilities, was 36%.
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.”
32
Credit Ratings. Our credit ratings as of December 31, 2021 were as follows:
  
Moody’sS&P GlobalFitchA.M. Best
 RatingsOutlookRatingsOutlookRatingsOutlookRatingsOutlook
Senior unsecured debtA3StableA+StableAStableAStable
Commercial paperP-2n/aA-1n/aF1n/aAMB-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, 2021, we had Board authorization to purchase up to 45 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 2021, the Company’s Board of Directors increased the Company’s quarterly cash dividend to shareholders to an annual rate of $5.80 compared to $5.00 per share, which the Company had paid since June 2020. 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. In 2021, we entered into agreements to acquire multiple companies in the health care sector, most notably, Change Healthcare (NASDAQ: CHNG), subject to regulatory approval and other customary closing conditions. Additionally, in January 2022, we entered into agreements to acquire multiple companies in the health care sector, 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 $12 billion.
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 and substantially all within twelve months. As of December 31, 2021, our days outstanding in medical payables was 47 days, calculated as total medical payables divided by total medical costs times the number of days in the period.
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 2021, 2020 and 2019 included favorable medical cost development related to prior years of $1.7 billion, $880 million and $580 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
33
to claim receipt, claim levels and processing cycles, as well as other factors. Our judgments also consider the impacts of COVID-19 on these 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) or our claim processing patterns are different than estimated, our reserve estimates may be significantly impacted.
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, 2021:  
Completion Factors
(Decrease) Increase in Factors		Increase (Decrease)
In Medical Costs Payable
(in millions)
(0.75)%$686 
(0.50)456 
(0.25)228 
0.25(226)
0.50(452)
0.75(676)
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, which included consideration of COVID-19. These factors include but are not limited to pharmacy utilization trends, inpatient hospital authorization data and influenza 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, such as COVID-19.
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, 2021:
Medical Cost PMPM Quarterly Trend
Increase (Decrease) in Factors		Increase (Decrease)
In Medical Costs Payable
(in millions)
3%$895 
2597 
1298 
(1)(298)
(2)(597)
(3)(895)
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, 2021; however, actual claim payments may differ from established estimates as discussed above. Assuming a hypothetical 1% difference between our December 31, 2021 estimates of medical costs payable and actual medical costs payable, excluding AARP Medicare Supplement Insurance and any potential offsetting impact from premium rebates, 2021 net earnings would have increased or decreased by approximately $184 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
34
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 aggregate 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.
We estimate the fair values of our reporting units using a discounted cash flow method or a weighted combination of discounted cash flows and a market-based method. The discounted cash flow method 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. 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, cash flow projections and peer company multiples to analyze the potential for a material impact. The market-based method requires determination of an appropriate peer group whose securities are traded on an active market. The peer group is used to derive market multiples to estimate fair value. As of October 1, 2021, 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, 2021, 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, 2021, we had $25 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, 2021, $7 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, 2021, $37 billion of our investments were fixed-rate debt securities and $45 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.
35
Table of Contents
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, 2021 and 2020 on our investment income and interest expense per annum and the fair value of our investments and debt (in millions, except percentages):
December 31, 2021
Increase (Decrease) in Market Interest RateInvestment
Income Per
Annum		Interest
Expense Per
Annum		Fair Value of
Financial Assets		Fair Value of
Financial Liabilities
2 %$499 $133 $(3,080)$(8,664)
1250 67 (1,564)(4,723)
(1)(85)(7)1,398 5,655 
(2)(85)(7)1,857 10,892 
December 31, 2020
Increase (Decrease) in Market Interest RateInvestment
Income Per
Annum		Interest
Expense Per
Annum		Fair Value of
Financial Assets		Fair Value of
Financial Liabilities
2%$401 $163 $(3,020)$(8,700)
1201 82 (1,499)(4,744)
(1)(75)(12)820 5,266 
(2)(75)(12)886 8,101 
Note: Given the low absolute level of short-term market rates on our floating-rate assets and liabilities as of December 31, 2021 and 2020, the assumed hypothetical change in interest rates does not reflect the full 100 and 200 basis point reduction in interest income or interest expense, as the rates are assumed not to fall below zero. As of December 31, 2021 and 2020, some of our investments had interest rates below 2% so the assumed hypothetical change in the fair value of investments does not reflect the full 200 basis point reduction.
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 Global’s operating results at the average exchange rate over the accounting period, and UnitedHealthcare Global’s 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, 2021, 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 $520 million and $1.1 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, 2021, we had $3.5 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. 
36
Table of Contents
ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Page

37
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of UnitedHealth Group Incorporated and Subsidiaries:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of UnitedHealth Group Incorporated and Subsidiaries (the "Company") as of December 31, 2021 and 2020, 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, 2021, 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, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, 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, 2021, 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 15, 2022 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 Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit and finance committee and that (1) relate 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
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, 2021 the Company’s IBNR balance was $17 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 claim levels, processing cycles, and consideration of COVID-19.
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.
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.
38
•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 2021 with dates of service in 2020 or prior.
Goodwill - Refer to Notes 2 and 6 to the financial statements.
Critical Audit Matter Description
At December 31, 2021, the Company’s goodwill balance was $76 billion. As discussed in Note 2 of the financial statements, for reporting units where a quantitative analysis is performed, the Company performs an annual impairment test measuring the fair values of the reporting units and comparing them to their aggregate carrying values including goodwill. The estimates of the reporting unit fair values are calculated using a discounted cash flow method or a weighted combination of discounted cash flows and a market-based method. The discounted cash flow method includes assumptions about revenue trends, medical cost trends, and operating costs as well as discount rates. The market-based method requires determination of an appropriate group of peer companies whose securities are traded on an active market. The annual impairment test indicated that the fair values of the reporting units exceeded the carrying values as of the impairment testing date; therefore, no impairment was recognized.
We identified a critical audit matter related to the quantitative analysis performed for such reporting units because of the significant assumptions made by management to estimate the fair value of the reporting unit. This required increased auditor judgment and extent of effort, including involvement of fair value specialists to evaluate the reasonableness of management’s estimates and assumptions related to peer company selection and financial projections, which can be impacted by regulatory and macro-economic factors.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the valuation, business, and market assumptions including the discount rate, financial forecasts, and peer group used by management to estimate the fair value of reporting units where a quantitative analysis was performed, included the following, among others:
•We tested the effectiveness of controls over management’s annual goodwill impairment assessment, including those over the determination of the fair value such as controls related to management’s financial forecasts, as well as controls over the selection of discount rates, company specific risks, peer companies, and market multiples.
•We evaluated management’s ability to forecast and meet future revenue, medical cost trend, and operating costs by comparing:
◦Actual results to historical forecasts.
◦Forecasted information to: internal communications to management and the Board of Directors, industry and economic trends, and analyst reports of revenue and earnings expectations for the Company and its peers.
•We evaluated the impact of changes in management’s forecasts from the October 1, 2021 annual measurement date to December 31, 2021.
•We evaluated management’s selection of peer companies and market multiples.
•With the assistance of our fair value specialists, we evaluated the reasonableness of (1) the valuation methodologies, including testing the mathematical accuracy of the calculation, (2) the weighting of such valuation methodologies, and (3) discount rate and company specific risks by:
◦Testing the source information underlying the determination of the discount rate and the mathematical accuracy of the calculation.
◦Developing a range of independent discount rate estimates and comparing to those selected by management.
/S/ DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
February 15, 2022
We have served as the Company's auditor since 2002.
39
UnitedHealth Group
Consolidated Balance Sheets
(in millions, except per share data)December 31,
2021		December 31,
2020
Assets
Current assets:
Cash and cash equivalents$21,375 $16,921 
Short-term investments2,532 2,860 
Accounts receivable, net of allowances of $954 and $990
14,216 12,870 
Other current receivables, net of allowances of $993 and $1,047
13,866 12,534 
Assets under management4,449 4,076 
Prepaid expenses and other current assets5,320 4,457 
Total current assets61,758 53,718 
Long-term investments43,114 41,242 
Property, equipment and capitalized software, net of accumulated depreciation and amortization of $5,992 and $5,230
8,969 8,626 
Goodwill75,795 71,337 
Other intangible assets, net of accumulated amortization of $5,636 and $5,455
10,044 10,856 
Other assets12,526 11,510 
Total assets$212,206 $197,289 
Liabilities, redeemable noncontrolling interests and equity
Current liabilities:
Medical costs payable$24,483 $21,872 
Accounts payable and accrued liabilities24,643 22,495 
Short-term borrowings and current maturities of long-term debt3,620 4,819 
Unearned revenues2,571 2,842 
Other current liabilities22,975 20,392 
Total current liabilities78,292 72,420 
Long-term debt, less current maturities42,383 38,648 
Deferred income taxes3,265 3,367 
Other liabilities11,787 12,315 
Total liabilities135,727 126,750 
Redeemable noncontrolling interests1,434 2,211 
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; 941 and 946 issued and outstanding
10 10 
Additional paid-in capital— — 
Retained earnings77,134 69,295 
Accumulated other comprehensive loss(5,384)(3,814)
Nonredeemable noncontrolling interests
3,285 2,837 
Total equity75,045 68,328 
Total liabilities, redeemable noncontrolling interests and equity$212,206 $197,289 

See Notes to the Consolidated Financial Statements

40
Table of Contents
UnitedHealth Group
Consolidated Statements of Operations
 For the Years Ended December 31,
(in millions, except per share data)202120202019
Revenues:
Premiums$226,233 $201,478 $189,699 
Products34,437 34,145 31,597 
Services24,603 20,016 18,973 
Investment and other income2,324 1,502 1,886 
Total revenues287,597 257,141 242,155 
Operating costs:
Medical costs186,911 159,396 156,440 
Operating costs42,579 41,704 35,193 
Cost of products sold31,034 30,745 28,117 
Depreciation and amortization3,103 2,891 2,720 
Total operating costs263,627 234,736 222,470 
Earnings from operations23,970 22,405 19,685 
Interest expense(1,660)(1,663)(1,704)
Earnings before income taxes22,310 20,742 17,981 
Provision for income taxes(4,578)(4,973)(3,742)
Net earnings17,732 15,769 14,239 
Earnings attributable to noncontrolling interests(447)(366)(400)
Net earnings attributable to UnitedHealth Group common shareholders
$17,285 $15,403 $13,839 
Earnings per share attributable to UnitedHealth Group common shareholders:
Basic
$18.33 $16.23 $14.55 
Diluted
$18.08 $16.03 $14.33 
Basic weighted-average number of common shares outstanding
943 949 951 
Dilutive effect of common share equivalents13 12 15 
Diluted weighted-average number of common shares outstanding
956 961 966 
Anti-dilutive shares excluded from the calculation of dilutive effect of common share equivalents
1 8 10 

See Notes to the Consolidated Financial Statements
41
Table of Contents

UnitedHealth Group
Consolidated Statements of Comprehensive Income

 For the Years Ended December 31,
(in millions)202120202019
Net earnings$17,732 $15,769 $14,239 
Other comprehensive (loss) income:
Gross unrealized (losses) gains on investment securities during the period(1,028)1,058 1,212 
Income tax effect248 (253)(279)
Total unrealized (losses) gains, net of tax(780)805 933 
Gross reclassification adjustment for net realized gains included in net earnings
(173)(75)(104)
Income tax effect40 17 24 
Total reclassification adjustment, net of tax
(133)(58)(80)
Total foreign currency translation losses
(657)(983)(271)
Other comprehensive (loss) income(1,570)(236)582 
Comprehensive income16,162 15,533 14,821 
Comprehensive income attributable to noncontrolling interests
(447)(366)(400)
Comprehensive income attributable to UnitedHealth Group common shareholders
$15,715 $15,167 $14,421 

See Notes to the Consolidated Financial Statements
42
Table of Contents
UnitedHealth Group
Consolidated Statements of Changes in Equity
Common StockAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive (Loss) IncomeNonredeemable
Noncontrolling
Interests		Total
Equity
(in millions)SharesAmountNet Unrealized (Losses) Gains on InvestmentsForeign Currency Translation Losses
Balance at January 1, 2019960 $10 $— $55,846 $(264)$(3,896)$2,623 $54,319 
Adjustment to adopt ASU 2016-02(13)(5)(18)
Net earnings
13,839 285 14,124 
Other comprehensive income (loss)853 (271)582 
Issuances of common stock, and related tax effects
10 — 696 696 
Share-based compensation673 673 
Common share repurchases
(22)(1)(937)(4,562)(5,500)
Cash dividends paid on common shares ($4.14 per share)
(3,932)(3,932)
Redeemable noncontrolling interest fair value and other adjustments
(316)(316)
Acquisition and other adjustments of nonredeemable noncontrolling interests
(109)196 87 
Distributions to nonredeemable noncontrolling interest
(279)(279)
Balance at December 31, 2019948 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
12 1 1,119 1,120 
Share-based compensation
647 647 
Common share repurchases(14)— (1,576)(2,674)(4,250)
Cash dividends paid on common shares ($4.83 per share)
(4,584)(4,584)
Redeemable noncontrolling interest fair value and other adjustments
(197)(197)
Acquisition and other adjustments of nonredeemable noncontrolling interests
40 40 
Distributions to nonredeemable noncontrolling interest
(277)(277)
Balance at December 31, 2020946 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
8 — 1,100 1,100 
Share-based compensation729 729 
Common share repurchases
(13)— (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, 2021941 $10 $— $77,134 $423 $(5,807)$3,285 $75,045 
See Notes to the Consolidated Financial Statements
43
Table of Contents
UnitedHealth Group
Consolidated Statements of Cash Flows
 For the Years Ended December 31,
(in millions)202120202019
Operating activities
Net earnings$17,732 $15,769 $14,239 
Noncash items:
Depreciation and amortization3,103 2,891 2,720 
Deferred income taxes130 (8)230 
Share-based compensation800 679 697 
Other, net(944)(52)(106)
Net change in other operating items, net of effects from acquisitions and changes in AARP balances:
Accounts receivable(1,000)(688)162 
Other assets(1,031)(2,195)(1,563)
Medical costs payable2,701 152 1,221 
Accounts payable and other liabilities1,162 5,348 733 
Unearned revenues(310)278 130 
Cash flows from operating activities22,343 22,174 18,463 
Investing activities
Purchases of investments(17,139)(16,577)(18,131)
Sales of investments7,045 6,489 8,536 
Maturities of investments8,251 7,252 7,091 
Cash paid for acquisitions, net of cash assumed(4,821)(7,139)(8,343)
Purchases of property, equipment and capitalized software(2,454)(2,051)(2,071)
Other, net(1,254)(506)219 
Cash flows used for investing activities(10,372)(12,532)(12,699)
Financing activities
Common share repurchases(5,000)(4,250)(5,500)
Cash dividends paid(5,280)(4,584)(3,932)
Proceeds from common stock issuances1,355 1,440 1,037 
Repayments of long-term debt(3,150)(3,150)(1,750)
(Repayments of) proceeds from short-term borrowings, net(1,302)872 300 
Proceeds from issuance of long-term debt6,933 4,864 5,444 
Customer funds administered622 1,677 13 
Purchases of redeemable noncontrolling interests(1,338)— (618)
Other, net(295)(459)(619)
Cash flows used for financing activities(7,455)(3,590)(5,625)
Effect of exchange rate changes on cash and cash equivalents(62)(116)(20)
Increase in cash and cash equivalents4,454 5,936 119 
Cash and cash equivalents, beginning of period16,921 10,985 10,866 
Cash and cash equivalents, end of period$21,375 $16,921 $10,985 
Supplemental cash flow disclosures
Cash paid for interest$1,653 $1,704 $1,627 
Cash paid for income taxes3,966 4,935 3,542 

See Notes to the Consolidated Financial Statements
44
Table of Contents
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 health insurance 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 the individuals enrolled. In exchange, the Company receives a premium that is typically paid on a per-member 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.
45
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 for drugs dispensed through the Company’s home delivery, specialty and community pharmacies. For the years ended December 31, 2021 and 2020, the Company recognized revenue and cost of products sold for retail pharmacy co-payments related to its Optum Rx business. Revenue recognized in prior periods related to retail pharmacy transactions excludes the member’s applicable co-payment. There was no impact on earnings from operations, net earnings, earnings per share or total equity. 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, are reported on a gross basis.
Services revenue are comprised of 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, 2021 and 2020, accounts receivables related to products and services were $5.4 billion and $5.3 billion, respectively. In 2021 and 2020, 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, 2021 or 2020.
For the years ended December 31, 2021, 2020 and 2019, 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, is not material.
See Note 13 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, 2021.
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
46
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, medical care utilization and other medical cost trends, membership volume and demographics, the introduction of new technologies, benefit plan changes, and business mix changes related to products, customers and geography. Judgments related to these factors contemplated the impact of COVID-19.
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.
47
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, 2021 and 2020, total pharmaceutical manufacturer rebates receivable included in other receivables in the Consolidated Balance Sheets amounted to $7.2 billion and $6.3 billion, respectively.
As of December 31, 2021 and 2020, the Company’s Medicare Part D receivables amounted to $3.4 billion and $2.9 billion, 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 or a weighted combination of discounted cash flows and a market-based method. 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, discount rates and the selection of comparable peer companies. 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, 2021, 2020 and 2019.
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, 2021, 2020 and 2019.
48
Other Current Liabilities
Other current liabilities include health savings account deposits ($11.4 billion and $10.2 billion as of December 31, 2021 and 2020, 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 the control of the Company are classified as temporary equity. The following table provides details of the Company's redeemable noncontrolling interests’ activity for the years ended December 31, 2021 and 2020:
(in millions)20212020
Redeemable noncontrolling interests, beginning of period$2,211 $1,726 
Net earnings87 112 
Acquisitions28 321 
Redemptions(1,338)— 
Distributions (255)(149)
Fair value and other adjustments701 201 
Redeemable noncontrolling interests, end of period$1,434 $2,211 

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.
ACA Tax
The Health Insurance Tax was permanently repealed by Congress, effective January 1, 2021. The permanent repeal of the tax impacts year-over-year comparability of our financial statements, including revenues, operating costs, medical care ratio (MCR), operating cost ratio, effective tax rate and cash flows from operations.
49
3.    Investments
A summary of debt securities by major security type is as follows:
(in millions)Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Fair
Value
December 31, 2021
Debt securities - available-for-sale:
U.S. government and agency obligations$3,206 $23 $(31)$3,198 
State and municipal obligations6,829 297 (20)7,106 
Corporate obligations20,947 372 (145)21,174 
U.S. agency mortgage-backed securities5,868 88 (55)5,901 
Non-U.S. agency mortgage-backed securities2,819 42 (23)2,838 
Total debt securities - available-for-sale39,669 822 (274)40,217 
Debt securities - held-to-maturity:
U.S. government and agency obligations511 2 (2)511 
State and municipal obligations30 2 — 32 
Corporate obligations100 — — 100 
Total debt securities - held-to-maturity641 4 (2)643 
Total debt securities$40,310 $826 $(276)$40,860 
December 31, 2020
Debt securities - available-for-sale:
U.S. government and agency obligations$3,335 $133 $(3)$3,465 
State and municipal obligations6,893 435 — 7,328 
Corporate obligations18,886 863 (12)19,737 
U.S. agency mortgage-backed securities6,849 245 (3)7,091 
Non-U.S. agency mortgage-backed securities2,116 95 (4)2,207 
Total debt securities - available-for-sale38,079 1,771 (22)39,828 
Debt securities - held-to-maturity:
U.S. government and agency obligations420 6 — 426 
State and municipal obligations31 2 — 33 
Corporate obligations187 1 — 188 
Total debt securities - held-to-maturity638 9 — 647 
Total debt securities$38,717 $1,780 $(22)$40,475 
Nearly all of the Company’s investments in mortgage-backed securities were rated “Triple A” as of December 31, 2021.
The Company held $3.5 billion and $2.3 billion of equity securities as of December 31, 2021 and 2020, respectively. The Company’s investments in equity securities primarily consist of employee savings plan related investments, other venture investments and shares of Brazilian real denominated fixed-income funds with readily determinable fair values. Additionally, the Company’s investments included $1.3 billion of equity method investments in operating businesses in the health care sector, as of both December 31, 2021 and 2020. The allowance for credit losses on held-to-maturity securities as of December 31, 2021 and 2020 was not material.
50
The amortized cost and fair value of debt securities as of December 31, 2021, by contractual maturity, were as follows:
Available-for-SaleHeld-to-Maturity
(in millions)Amortized
Cost		Fair
Value		Amortized
Cost		Fair
Value
Due in one year or less$2,603 $2,614 $235 $236 
Due after one year through five years12,885 13,065 355 354 
Due after five years through ten years11,342 11,524 28 29 
Due after ten years4,152 4,275 23 24 
U.S. agency mortgage-backed securities5,868 5,901 — — 
Non-U.S. agency mortgage-backed securities2,819 2,838 — — 
Total debt securities$39,669 $40,217 $641 $643 
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 Months12 Months or Greater Total
(in millions)Fair
Value		Gross
Unrealized
Losses		Fair
Value		Gross
Unrealized
Losses		Fair
Value		Gross
Unrealized
Losses
December 31, 2021
U.S. government and agency obligations$1,976 $(18)$249 $(13)$2,225 $(31)
State and municipal obligations1,386 (19)31 (1)$1,417 $(20)
Corporate obligations9,357 (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)
December 31, 2020
U.S. government and agency obligations$346 $(3)$— $— $346 $(3)
Corporate obligations1,273 (9)456 (3)1,729 (12)
U.S. agency mortgage-backed securities
601 (3)— — 601 (3)
Non-U.S. agency mortgage-backed securities
195 (1)93 (3)288 (4)
Total debt securities - available-for-sale$2,415 $(16)$549 $(6)$2,964 $(22)
The Company’s unrealized losses from all securities as of December 31, 2021 were generated from approximately 13,000 positions out of a total of 39,000 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, 2021, 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, 2021 and 2020 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.
51
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, 2021 or 2020.
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 year ended December 31, 2021, the Company recognized $840 million of unrealized gains in investment and other income related to fair value adjustments on equity securities primarily in our venture portfolio, based on transactions 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, 2021 or 2020.
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 and equity securities 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 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.
52
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
in Active
Markets
(Level 1)		Other
Observable
Inputs
(Level 2)		Unobservable
Inputs
(Level 3)		Total
Fair and Carrying
Value
December 31, 2021
Cash and cash equivalents$21,359 $16 $— $21,375 
Debt securities - available-for-sale:
U.S. government and agency obligations3,017 181 — 3,198 
State and municipal obligations— 7,106 — 7,106 
Corporate obligations40 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-sale3,057 36,942 218 40,217 
Equity securities2,090 23 64 2,177 
Assets under management1,972 2,376 101 4,449 
Total assets at fair value$28,478 $39,357 $383 $68,218 
Percentage of total assets at fair value42 %57 %1 %100 %
December 31, 2020
Cash and cash equivalents$16,841 $80 $— $16,921 
Debt securities - available-for-sale:
U.S. government and agency obligations3,241 224 — 3,465 
State and municipal obligations— 7,328 — 7,328 
Corporate obligations25 19,424 288 19,737 
U.S. agency mortgage-backed securities— 7,091 — 7,091 
Non-U.S. agency mortgage-backed securities— 2,207 — 2,207 
Total debt securities - available-for-sale3,266 36,274 288 39,828 
Equity securities1,795 33 — 1,828 
Assets under management1,774 2,250 52 4,076 
Total assets at fair value$23,676 $38,637 $340 $62,653 
Percentage of total assets at fair value38 %61 %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
in Active
Markets
(Level 1)		Other
Observable
Inputs
(Level 2)		Unobservable
Inputs
(Level 3)		Total
Fair
Value		Total Carrying Value
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 
December 31, 2020
Debt securities - held-to-maturity$466 $108 $73 $647 $638 
Long-term debt and other financing obligations$— $51,254 $— $51,254 $42,171 
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.
53
5.    Property, Equipment and Capitalized Software
A summary of property, equipment and capitalized software is as follows:
(in millions)December 31, 2021December 31, 2020
Land and improvements$502 $533 
Buildings and improvements4,882 4,759 
Computer equipment1,851 1,767 
Furniture and fixtures2,014 1,787 
Less accumulated depreciation(3,857)(3,364)
Property and equipment, net5,392 5,482 
Capitalized software5,712 5,010 
Less accumulated amortization(2,135)(1,866)
Capitalized software, net3,577 3,144 
Total property, equipment and capitalized software, net$8,969 $8,626 
 Depreciation expense for property and equipment for the years ended December 31, 2021, 2020 and 2019 was $996 million, $997 million and $995 million, respectively. Amortization expense for capitalized software for the years ended December 31, 2021, 2020 and 2019 was $923 million, $814 million and $721 million, respectively.
6.    Goodwill and Other Intangible Assets
Changes in the carrying amount of goodwill, by reportable segment, were as follows:
(in millions)UnitedHealthcareOptum HealthOptum InsightOptum RxConsolidated
Balance at January 1, 2020$27,228 $15,342 $8,292 $14,797 $65,659 
Acquisitions1,180 4,500 — 699 6,379 
Foreign currency effects and other adjustments, net(623)2 (119)39 (701)
Balance at December 31, 202027,785 19,844 8,173 15,535 71,337 
Acquisitions60 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 
The gross carrying value, accumulated amortization and net carrying value of other intangible assets were as follows:
 December 31, 2021December 31, 2020
(in millions)Gross Carrying ValueAccumulated AmortizationNet Carrying ValueGross Carrying ValueAccumulated AmortizationNet Carrying Value
Customer-related$13,011 $(4,697)$8,314 $13,428 $(4,575)$8,853 
Trademarks and technology1,630 (739)891 1,597 (624)973 
Trademarks and other indefinite-lived617 — 617 680 — 680 
Other422 (200)222 606 (256)350 
Total$15,680 $(5,636)$10,044 $16,311 $(5,455)$10,856 
54
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:
 20212020
(in millions, except years)Fair ValueWeighted-Average Useful LifeFair ValueWeighted-Average Useful Life
Customer-related$484 9 years$1,113 11 years
Trademarks and technology147 5 years514 10 years
Other29 11 years95 10 years
Total acquired finite-lived intangible assets$660 8 years$1,722 11 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)
2022$1,098 
20231,033 
2024972 
2025892 
2026757 
Amortization expense relating to intangible assets for the years ended December 31, 2021, 2020 and 2019 was $1.2 billion, $1.1 billion and $1.0 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)202120202019
Medical costs payable, beginning of period$21,872 $21,690 $19,891 
Acquisitions88 316 679 
Reported medical costs:
Current year188,631 160,276 157,020 
Prior years(1,720)(880)(580)
Total reported medical costs186,911 159,396 156,440 
Medical payments:
Payments for current year
(165,524)(139,974)(137,155)
Payments for prior years(18,864)(19,556)(18,165)
Total medical payments(184,388)(159,530)(155,320)
Medical costs payable, end of period$24,483 $21,872 $21,690 
For the years ended December 31, 2021, 2020 and 2019 medical cost reserve development was primarily driven by lower than expected health system utilization levels. Additionally, medical cost reserve development in the year ended December 31, 2021 was driven by the uncertainty of care patterns due to the disruption of the health care system caused by COVID-19.

55
Medical costs payable included IBNR of $17.1 billion and $14.8 billion at December 31, 2021 and 2020, respectively. Substantially all of the IBNR balance as of December 31, 2021 relates to the current year. The following is information about incurred and paid medical cost development as of December 31, 2021:
Net Incurred Medical Costs
 (in millions)For the Years Ended December 31,
Year20202021
2020$160,276 $159,140 
2021188,631 
Total$347,771 
Net Cumulative Medical Payments
 (in millions)For the Years Ended December 31,
Year20202021
2020$(139,974)$(158,182)
2021(165,524)
Total(323,706)
Net remaining outstanding liabilities prior to 2020418 
Total medical costs payable$24,483 

56
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)20212020
Commercial paper$— $1,296 
$400 million 4.700% notes due February 2021
— 400 
$750 million 2.125% notes due March 2021
— 750 
$350 million Floating rate notes due June 2021
— 350 
$400 million 3.150% notes due June 2021
— 400 
$500 million 3.375% notes due November 2021
— 507 
$750 million 2.875% notes due December 2021
— 762 
$1,100 million 2.875% notes due March 2022
1,097 1,113 
$1,000 million 3.350% notes due July 2022
999 999 
$900 million 2.375% notes due October 2022
899 897 
$15 million 0.000% notes due November 2022
14 14 
$625 million 2.750% notes due February 2023
632 644 
$750 million 2.875% notes due March 2023
768 789 
$750 million 3.500% notes due June 2023
749 748 
$750 million 3.500% notes due February 2024
748 747 
$1,000 million 0.550% notes due May 2024
996 — 
$750 million 2.375% notes due August 2024
748 747 
$2,000 million 3.750% notes due July 2025
1,994 1,992 
$300 million 3.700% notes due December 2025
299 298 
$500 million 1.250% notes due January 2026
497 496 
$1,000 million 3.100% notes due March 2026
997 997 
$1,000 million 1.150% notes due May 2026
972 — 
$750 million 3.450% notes due January 2027
747 747 
$625 million 3.375% notes due April 2027
621 620 
$950 million 2.950% notes due October 2027
942 940 
$1,150 million 3.850% notes due June 2028
1,144 1,143 
$850 million 3.875% notes due December 2028
844 844 
$1,000 million 2.875% notes due August 2029
1,023 1,086 
$1,250 million 2.000% notes due May 2030
1,235 1,234 
$1,500 million 2.300% notes due May 2031
1,482 — 
$1,000 million 4.625% notes due July 2035
993 992 
$850 million 5.800% notes due March 2036
839 839 
$500 million 6.500% notes due June 2037
492 492 
$650 million 6.625% notes due November 2037
642 641 
$1,100 million 6.875% notes due February 2038
1,078 1,077 
$1,250 million 3.500% notes due August 2039
1,242 1,241 
$1,000 million 2.750% notes due May 2040
966 964 
$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 — 
$600 million 4.625% notes due November 2041
589 589 
$502 million 4.375% notes due March 2042
485 485 
$625 million 3.950% notes due October 2042
608 608 
$750 million 4.250% notes due March 2043
736 735 
$2,000 million 4.750% notes due July 2045
1,974 1,974 
$750 million 4.200% notes due January 2047
739 738 
$725 million 4.250% notes due April 2047
718 717 
$950 million 3.750% notes due October 2047
934 934 
$1,350 million 4.250% notes due June 2048
1,330 1,330 
$1,100 million 4.450% notes due December 2048
1,087 1,086 
$1,250 million 3.700% notes due August 2049
1,236 1,235 
$1,250 million 2.900% notes due May 2050
1,209 1,208 
$2,000 million 3.250% notes due May 2051
1,970 — 
$1,250 million 3.875% notes due August 2059
1,228 1,228 
$1,000 million 3.125% notes due May 2060
965 965 
Total short-term borrowings and long-term debt$44,632 $42,280 
57
The Company’s long-term debt obligations also included $1.4 billion and $1.2 billion of other financing obligations, of which $611 million and $354 million were current as of December 31, 2021 and 2020, respectively.
Maturities of short-term borrowings and long-term debt for the years ending December 31 are as follows:
(in millions)
2022$3,626 
20232,277 
20242,652 
20252,452 
20262,652 
Thereafter32,829 
Short-Term Borrowings
Commercial paper consists of short-duration, senior unsecured debt privately placed on a discount basis through broker-dealers.
The Company has $5.6 billion five-year, $5.6 billion three-year and $3.8 billion 364-day revolving bank credit facilities with 24 banks, which mature in December 2026, December 2024 and December 2022, 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, 2021, 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, 2021, annual interest rates would have ranged from 0.8% to 0.9%.
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, 2021.
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)202120202019
Current Provision:  
Federal$3,451 $4,098 $2,629 
State and local481 392 319 
Foreign516 491 564 
Total current provision4,448 4,981 3,512 
Deferred provision (benefit)130 (8)230 
Total provision for income taxes$4,578 $4,973 $3,742 
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)202120202019
Tax provision at the U.S. federal statutory rate$4,685 21.0 %$4,356 21.0 %$3,776 21.0 %
State income taxes, net of federal benefit419 1.9 315 1.5 271 1.5 
Share-based awards - excess tax benefit(100)(0.4)(130)(0.6)(132)(0.7)
Non-deductible compensation144 0.6 134 0.7 119 0.7 
Health insurance tax— — 626 3.0 — — 
Foreign rate differential(246)(1.1)(164)(0.8)(214)(1.2)
Other, net(324)(1.5)(164)(0.8)(78)(0.5)
Provision for income taxes$4,578 20.5 %$4,973 24.0 %$3,742 20.8 %
58
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)20212020
Deferred income tax assets:  
Accrued expenses and allowances$723 $815 
U.S. federal and state net operating loss carryforwards287 276 
Share-based compensation
117 98 
Nondeductible liabilities
296 252 
Non-U.S. tax loss carryforwards
435 340 
Lease liability
1,284 1,200 
Other-domestic
228 126 
Other-non-U.S.
376 454 
Subtotal3,746 3,561 
Less: valuation allowances(198)(170)
Total deferred income tax assets3,548 3,391 
Deferred income tax liabilities:
U.S. federal and state intangible assets(2,658)(2,588)
Non-U.S. goodwill and intangible assets(512)(606)
Capitalized software
(833)(731)
Depreciation and amortization
(349)(346)
Prepaid expenses(256)(216)
Outside basis in partnerships
(565)(342)
Lease right-of-use asset
(1,267)(1,179)
Net unrealized gains on investments(125)(400)
Other-non-U.S.
(248)(350)
Total deferred income tax liabilities(6,813)(6,758)
Net deferred income tax liabilities$(3,265)$(3,367)
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 $42 million expire beginning in 2023 through 2037 and $295 million have an indefinite carryforward period; state net operating loss carryforwards expire beginning in 2022 through 2041, 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, 2021, 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.
A reconciliation of the beginning and ending amount of unrecognized tax benefits as of December 31 is as follows:
(in millions)202120202019
Gross unrecognized tax benefits, beginning of period$1,829 $1,423 $1,056 
Gross increases:   
Current year tax positions
538 416 512 
Prior year tax positions
10 120 2 
Gross decreases:   
Prior year tax positions
(47)(130)(96)
Settlements— — (46)
Statute of limitations lapses
(20)— (5)
Gross unrecognized tax benefits, end of period$2,310 $1,829 $1,423 
59
The Company believes it is reasonably possible its liability for unrecognized tax benefits will decrease in the next twelve months by $42 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, 2021, 2020 and 2019, the Company recognized $66 million, $52 million and $19 million of net interest and penalties, respectively. The Company had $194 million and $128 million of accrued interest and penalties for uncertain tax positions as of December 31, 2021 and 2020, respectively. These amounts are not included in the reconciliation above. As of December 31, 2021, there were $1.2 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 health maintenance organization (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 National Association of Insurance Commissioners. 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, 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. For the year ended December 31, 2020, the Company’s domestic insurance and HMO subsidiaries paid their parent companies dividends of $8.3 billion, including $4.2 billion of extraordinary dividends.
The Company's global financially regulated subsidiaries had estimated aggregate statutory capital and surplus of $30.7 billion as of December 31, 2021. The estimated statutory capital and surplus necessary to satisfy regulatory requirements of the Company's global financially regulated subsidiaries was approximately $13.0 billion as of December 31, 2021.
Optum Bank must meet minimum capital requirements of the Federal Deposit Insurance Corporation (FDIC) under the capital adequacy rules to which it is subject. At December 31, 2021, the Company believes Optum Bank met the FDIC requirements to be considered “Well Capitalized.”
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 Board restrictions. In June 2018, the Board 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, 2021 and 2020 is as follows:
Years Ended December 31,
(in millions, except per share data)20212020
Common share repurchases, shares13 14 
Common share repurchases, average price per share$389.92 $300.58 
Common share repurchases, aggregate cost$5,000 $4,250 
Board authorized shares remaining45 58 
60
Dividends
In June 2021, the Company’s Board of Directors increased the Company’s quarterly cash dividend to shareholders to an annual rate of $5.80 compared to $5.00 per share, which the Company had paid since June 2020. 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 2021 dividend payments:
Payment DateAmount per ShareTotal Amount Paid
(in millions)
March 23$1.25 $1,181 
June 291.45 1,367 
September 211.45 1,367 
December 141.45 1,365 

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, 2021, the Company had 64 million shares available for future grants of share-based awards under the 2020 Stock Incentive Plan. In June 2021, the Company’s shareholders approved 15 million additional shares under the ESPP. As of December 31, 2021, 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, 2021 is summarized in the table below:
SharesWeighted-
Average
Exercise
Price		Weighted-
Average
Remaining
Contractual Life		Aggregate
Intrinsic Value
 (in millions) (in years)(in millions)
Outstanding at beginning of period28 $211 
Granted5 329 
Exercised(7)175 
Forfeited(1)297 
Outstanding at end of period25 241 6.3$6,610 
Exercisable at end of period12 179 4.73,932 
Vested and expected to vest, end of period25 240 6.26,509 
Restricted Shares
Restricted share activity for the year ended December 31, 2021 is summarized in the table below:
(shares in millions)SharesWeighted-Average
Grant Date
Fair Value
per Share
Nonvested at beginning of period4 $256 
Granted2 352 
Vested(2)246 
Nonvested at end of period4 303 
61
Other Share-Based Compensation Data
(in millions, except per share amounts)For the Years Ended December 31,
202120202019
Stock Options
Weighted-average grant date fair value of shares granted, per share$71 $54 $46 
Total intrinsic value of stock options exercised1,519 1,736 1,398 
Restricted Shares
Weighted-average grant date fair value of shares granted, per share352 303 259 
Total fair value of restricted shares vested$560 $574 $545 
Employee Stock Purchase Plan
Number of shares purchased1 1 1 
Share-Based Compensation Items
Share-based compensation expense, before tax$800 $679 $697 
Share-based compensation expense, net of tax effects719 619 641 
Income tax benefit realized from share-based award exercises173 208 201 

(in millions, except years)December 31, 2021
Unrecognized compensation expense related to share awards$905 
Weighted-average years to recognize compensation expense1.3
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,
 202120202019
Risk-free interest rate0.7% - 1.2%0.2% - 1.4%1.5% - 2.5%
Expected volatility29.2% - 29.8%22.2% - 29.5%19.4% - 21.6%
Expected dividend yield1.3% - 1.5%1.4% - 1.7%1.4% - 1.8%
Forfeiture rate5.0%5.0%5.0%
Expected life in years4.85.15.3
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.
Other Employee Benefit Plans
The Company offers a 401(k) plan for its employees. Compensation expense related to this plan was not material for 2021, 2020 and 2019.
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 $1.8 billion and $1.6 billion as of December 31, 2021 and 2020, respectively.
62

12.    Commitments and Contingencies
Leases
Operating lease costs were $1.2 billion, $1.1 billion and $1.0 billion for the years ended December 31, 2021, 2020 and 2019, respectively, and included immaterial variable and short-term lease costs for the year ended December 31, 2021, 2020 and 2019. Cash payments made on the Company’s operating lease liabilities were $921 million, $865 million and $746 million for the years ended December 31, 2021, 2020 and 2019, respectively, which were classified within operating activities in the Consolidated Statements of Cash Flows. As of December 31, 2021, the Company’s weighted-average remaining lease term and weighted-average discount rate for its operating leases were 8.7 years and 2.9%, respectively.
As of December 31, 2021, future minimum annual lease payments under all non-cancelable operating leases were as follows:
(in millions)Future Minimum Lease Payments
2022$870 
2023763 
2024616 
2025510 
2026407 
Thereafter1,716 
Total future minimum lease payments4,882 
Less imputed interest(609)
Total$4,273 
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, 2021, 2020 or 2019.
As of December 31, 2021, the Company had outstanding, undrawn letters of credit with financial institutions of $181 million and surety bonds outstanding with insurance companies of $1.3 billion, primarily to bond contractual performance.
Pending Acquisitions
In 2021, we entered into agreements to acquire multiple companies in the health care sector, most notably, Change Healthcare (NASDAQ: CHNG), subject to regulatory approval and other customary closing conditions. Additionally, in January 2022, we entered into agreements to acquire multiple companies in the health care sector, 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 $12 billion.
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 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
63
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, 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, 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.    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, UnitedHealthcare Community & State and UnitedHealthcare Global. 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. UnitedHealthcare Employer & Individual offers an array of consumer-oriented health benefit plans and services for large national employers, public sector employers, mid-sized employers, small businesses, sole proprietorships and individuals nationwide. UnitedHealthcare Medicare & Retirement provides health care coverage and health and well-being services to individuals age 50 and older, addressing their unique needs for preventive and acute health care services as well as services dealing with chronic disease and other specialized issues for older individuals. 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. UnitedHealthcare Community & State’s primary customers oversee Medicaid plans, the Children’s Health Insurance Program and other federal, state and community health care programs. UnitedHealthcare Global provides health and dental benefits and hospital and clinical services to employer groups and individuals in South America, and other diversified global health businesses.
•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 Health offers access to networks of care provider specialists, health management services, care delivery, consumer engagement and financial services.
•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 comprising the health care industry 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
64
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, certain product offerings and care management and local and in-home care delivery services 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 36%, 36% and 33% for 2021, 2020 and 2019, respectively, most of which were generated by UnitedHealthcare Medicare & Retirement and included in the UnitedHealthcare segment. U.S. customer revenue represented approximately 97%, 97% and 96% of consolidated total revenues for 2021, 2020 and 2019, respectively. Long-lived fixed assets located in the United States represented approximately 78% and 75% of the total long-lived fixed assets as of December 31, 2021 and 2020, respectively. The non-U.S. revenues and fixed assets are primarily related to UnitedHealthcare Global.
65
The following table presents the reportable segment financial information:
  Optum  
(in millions)UnitedHealthcareOptum HealthOptum InsightOptum RxOptum EliminationsOptumCorporate and
Eliminations		Consolidated
2021
Revenues - unaffiliated customers:
Premiums$212,381 $13,852 $— $— $— $13,852 $— $226,233 
Products— 32 159 34,246 — 34,437 — 34,437 
Services9,661 9,894 3,936 1,112 — 14,942 — 24,603 
Total revenues - unaffiliated customers222,042 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 income857 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 software795 791 567 301 — 1,659 — 2,454 
Depreciation and amortization1,004 818 684 597 — 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 
Services8,464 6,815 3,687 1,050 — 11,552 — 20,016 
Total revenues - unaffiliated customers200,143 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 income732 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 software687 715 461 188 — 1,364 — 2,051 
Depreciation and amortization920 703 670 598 — 1,971 — 2,891 
2019
Revenues - unaffiliated customers:
Premiums$183,783 $5,916 $— $— $— $5,916 $— $189,699 
Products— 31 116 31,450 — 31,597 — 31,597 
Services8,922 5,732 3,630 689 — 10,051 — 18,973 
Total revenues - unaffiliated customers192,705 11,679 3,746 32,139 — 47,564 — 240,269 
Total revenues - affiliated customers— 17,966 6,239 42,093 (1,661)64,637 (64,637)— 
Investment and other income1,137 672 21 56 — 749 — 1,886 
Total revenues$193,842 $30,317 $10,006 $74,288 $(1,661)$112,950 $(64,637)$242,155 
Earnings from operations$10,326 $2,963 $2,494 $3,902 $— $9,359 $— $19,685 
Interest expense— — — — — — (1,704)(1,704)
Earnings before income taxes$10,326 $2,963 $2,494 $3,902 $— $9,359 $(1,704)$17,981 
Total assets$88,250 $40,444 $15,181 $36,346 $— $91,971 $(6,332)$173,889 
Purchases of property, equipment and capitalized software841 573 495 162 — 1,230 — 2,071 
Depreciation and amortization926 565 672 557 — 1,794 — 2,720 

66
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, 2021. 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, 2021.
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, 2021 which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

67
Table of Contents
Report of Management on Internal Control Over Financial Reporting as of December 31, 2021
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, 2021. 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, 2021, 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, 2021, as stated in the Report of Independent Registered Public Accounting Firm, appearing under Item 9A.
68
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of UnitedHealth Group Incorporated and Subsidiaries:
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of UnitedHealth Group Incorporated and subsidiaries (the “Company”) as of December 31, 2021, 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, 2021, 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, 2021, of the Company and our report dated February 15, 2022, 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, 2021. 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 15, 2022


69
Table of Contents
ITEM 9B.     OTHER INFORMATION
None.

ITEM 9C.    DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable.
PART III
ITEM  10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
DIRECTORS OF THE REGISTRANT
The following sets forth certain information regarding our directors as of February 15, 2022, including their name and principal occupation or employment:
Richard T. BurkeF. William McNabb III
Chief Executive Officer and Chair
Senior Connect Acquisition Corp.		Former Chairman and Chief Executive Officer
The Vanguard Group, Inc.
Timothy P. FlynnValerie C. Montgomery Rice, M.D.
Retired Chair
KPMG International		President and Chief Executive Officer
Morehouse School of Medicine
Paul. R GarciaJohn H. Noseworthy, M.D.
Retired Chair and Chief Executive Officer
Global Payments Inc.
Former Chief Executive Officer and President
Mayo Clinic
Stephen J. HemsleyGail R. Wilensky, Ph.D.
Chair
UnitedHealth Group		Senior Fellow
Project HOPE
Michele J. HooperAndrew P. Witty
Lead Independent Director
UnitedHealth Group
President and Chief Executive Officer
The Directors’ Council		Chief Executive Officer
UnitedHealth Group
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 2022 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 2022 Annual Meeting of Shareholders, and such required information is incorporated herein by reference.
70
Table of Contents

ITEM  12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Equity Compensation Plan Information
The following table sets forth certain information as of December 31, 2021, concerning shares of common stock authorized for issuance under all of our equity compensation plans:
Plan category
(a)
Number of securities
to be issued upon exercise of outstanding options, warrants and rights
(b)
Weighted-average exercise price of outstanding options, warrants and rights
(c)
Number of securities
remaining available for
future issuance under
equity compensation plans (excluding securities reflected in column (a))
(in millions)(in millions)
Equity compensation plans approved by shareholders (1)
25 $241 82
(3)
Equity compensation plans not approved by shareholders (2)
— — 
Total (2)
25 $241 82
(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 111,000 shares underlying stock options assumed by us in connection with acquisitions. These options have a weighted-average exercise price of $282 and an average remaining term of approximately 3 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, 2021, and 64 million shares available under the 2020 Stock Incentive Plan as of December 31, 2021. 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 2022 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 2022 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 2022 Annual Meeting of Shareholders, and such required information is incorporated herein by reference.
71
Table of Contents


PART IV
ITEM  15.    EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(a)    1. Financial Statements
The financial statements are included under Item 8 of this report:
•Reports of Independent Registered Public Accounting Firm.
•Consolidated Balance Sheets as of December 31, 2021 and 2020.
•Consolidated Statements of Operations for the years ended December 31, 2021, 2020, and 2019.
•Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020, and 2019.
•Consolidated Statements of Changes in Equity for the years ended December 31, 2021, 2020, and 2019.
•Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020, and 2019.
•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**
72
Table of Contents

73
Table of Contents

11.1
Statement regarding computation of per share earnings (incorporated by reference to the information contained under the heading “Net Earnings Per Common Share” in Note 2 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data”)
101.INSXBRL 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.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
74
Table of Contents

104Cover 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).

75
Table of Contents

Schedule I

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of UnitedHealth Group Incorporated and Subsidiaries:
Opinion on the Financial Statement Schedule
We have audited the consolidated financial statements of UnitedHealth Group Incorporated and Subsidiaries (the “Company”) as of December 31, 2021 and 2020, and for each of the three years in the period ended December 31, 2021, and the Company’s internal control over financial reporting as of December 31, 2021, and have issued our reports thereon dated February 15, 2022; 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 15, 2022

76
Table of Contents

Schedule I
Condensed Financial Information of Registrant
(Parent Company Only)
UnitedHealth Group
Condensed Balance Sheets
 
(in millions, except per share data)December 31,
2021		December 31,
2020
Assets  
Current assets:  
Cash and cash equivalents$2,167 $258 
Other current assets503 562 
Total current assets2,670 820 
Equity in net assets of subsidiaries116,907 107,714 
Long-term notes receivable from subsidiaries5,680 5,021 
Other assets32 342 
Total assets$125,289 $113,897 
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable and accrued liabilities
$605 $589 
Current portion of notes payable to subsidiaries
8,105 4,882 
Short-term borrowings and current maturities of long-term debt3,009 4,465 
Total current liabilities11,719 9,936 
Long-term debt, less current maturities41,623 37,815 
Other liabilities187 655 
Total liabilities53,529 48,406 
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; 941 and 946 issued and outstanding
10 10 
Additional paid-in capital— — 
Retained earnings77,134 69,295 
Accumulated other comprehensive loss(5,384)(3,814)
Total UnitedHealth Group shareholders’ equity71,760 65,491 
Total liabilities and shareholders’ equity$125,289 $113,897 
See Notes to the Condensed Financial Statements of Registrant
77
Table of Contents

Schedule I
Condensed Financial Information of Registrant
(Parent Company Only)
UnitedHealth Group
Condensed Statements of Comprehensive Income
 
 For the Years Ended December 31,
(in millions)202120202019
Revenues: 
Investment and other income$494 $194 $209 
Total revenues494 194 209 
Operating costs:
Operating costs
40 27 38 
Interest expense
1,583 1,594 1,580 
Total operating costs1,623 1,621 1,618 
Loss before income taxes(1,129)(1,427)(1,409)
Benefit for income taxes231 300 293 
Loss of parent company(898)(1,127)(1,116)
Equity in undistributed income of subsidiaries18,183 16,530 14,955 
Net earnings17,285 15,403 13,839 
Other comprehensive (loss) income (1,570)(236)582 
Comprehensive income$15,715 $15,167 $14,421 
See Notes to the Condensed Financial Statements of Registrant
78
Table of Contents

Schedule I
Condensed Financial Information of Registrant
(Parent Company Only)
UnitedHealth Group
Condensed Statements of Cash Flows
 
 For the Years Ended December 31,
(in millions)202120202019
Operating activities 
Cash flows from operating activities$11,439 $8,842 $9,275 
Investing activities
Issuances of notes to subsidiaries(444)(628)(2,722)
Repayments of notes to subsidiaries37 1,089 2,249 
Cash paid for acquisitions(4,953)(7,706)(9,645)
Return of capital to parent company245 943 4,497 
Capital contributions to subsidiaries(747)(43)(803)
Other, net— 143 490 
Cash flows used for investing activities(5,862)(6,202)(5,934)
Financing activities
Common stock repurchases(5,000)(4,250)(5,500)
Proceeds from common stock issuances1,355 1,440 1,037 
Cash dividends paid(5,280)(4,584)(3,932)
(Repayments of) proceeds from short-term borrowings, net(1,302)872 300 
Proceeds from issuance of long-term debt6,933 4,864 5,444 
Repayments of long-term debt(3,150)(3,150)(1,750)
Proceeds from notes from subsidiaries3,223 2,818 1,207 
Other, net(447)(438)(535)
Cash flows used for financing activities(3,668)(2,428)(3,729)
Increase (decrease) in cash and cash equivalents1,909 212 (388)
Cash and cash equivalents, beginning of period258 46 434 
Cash and cash equivalents, end of period$2,167 $258 $46 
Supplemental cash flow disclosures
Cash paid for interest$1,575 $1,633 $1,506 
Cash paid for income taxes3,050 4,185 2,590 
See Notes to the Condensed Financial Statements of Registrant
79
Table of Contents

Schedule I
Condensed Financial Information of Registrant
(Parent Company Only)
UnitedHealth Group
Notes to Condensed Financial Statements
1.    Basis of Presentation
UnitedHealth Group’s parent company financial information has been derived from its consolidated financial statements and should be read in conjunction with the consolidated financial statements included in this Form 10-K. The accounting policies for the registrant are the same as those described in Note 2 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements.and Supplementary Data.”
2.    Subsidiary Transactions
Investment in Subsidiaries. UnitedHealth Group’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries.
Dividends and Capital Distributions. Cash dividends received from subsidiaries and included in Cash Flows from Operating Activities in the Condensed Statements of Cash Flows were $10.8 billion, $10.0 billion and $5.6 billion in 2021, 2020 and 2019, respectively. Additionally, $0.2 billion, $0.9 billion and $4.5 billion in cash were received as a return of capital to the parent company during 2021, 2020 and 2019, 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 $1.4 billion and $1.2 billion at December 31, 2021 and 2020.
Maturities of short-term borrowings and long-term debt for the years ending December 31 are as follows:
(in millions)
2022$3,015 
20232,125 
20242,500 
20252,300 
20262,500 
Thereafter32,677 
UnitedHealth Group’s parent company had notes payable to subsidiaries of $8.1 billion and $4.9 billion as of December 31, 2021 and 2020, 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, 2021, 2020 or 2019.
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.

80
Table of Contents

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: February 15, 2022
 
UNITEDHEALTH GROUP INCORPORATED
By
/s/    ANDREW P. WITTY
 Andrew P. Witty
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.  
SignatureTitleDate
/s/ ANDREW P. WITTY
Director and Chief Executive Officer
(principal executive officer)		February 15, 2022
Andrew P. Witty
/s/ JOHN F. REX
Executive Vice President and Chief Financial Officer
(principal financial officer)		February 15, 2022
John F. Rex
/s/ THOMAS E. ROOS
Senior Vice President and
Chief Accounting Officer
(principal accounting officer)		February 15, 2022
Thomas E. Roos
*DirectorFebruary 15, 2022
Richard T. Burke
*DirectorFebruary 15, 2022
Timothy P. Flynn
*DirectorFebruary 15, 2022
Paul R. Garcia
*DirectorFebruary 15, 2022
Stephen J. Hemsley
*DirectorFebruary 15, 2022
Michele J. Hooper
*DirectorFebruary 15, 2022
F. William McNabb III
*DirectorFebruary 15, 2022
Valerie C. Montgomery Rice, M.D.
*DirectorFebruary 15, 2022
John H. Noseworthy, M.D.
*DirectorFebruary 15, 2022
Gail R. Wilensky, Ph.D.
 
*By
/s/ DANNETTE L. SMITH
 Dannette L. Smith
As Attorney-in-Fact

81
Exhibit 10.2
uhglogo2019a022.jpg
RESTRICTED STOCK UNIT AWARD

Award Date
(mm/dd/yyyy)

#GrantDate#
Number of Units


#QuantityGranted#
Final Vesting Date
(mm/dd/yyyy)

#GrantCustom2#

THIS CERTIFIES THAT UnitedHealth Group Incorporated (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

Exhibit 10.2
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:


Exhibit 10.2
(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

Exhibit 10.2
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. 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

Exhibit 10.2
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) 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.

(b) Fraud. If the Board determines that Participant has engaged in fraud that, in whole or in part, caused the need for a material restatement of the Company’s consolidated financial statements, then any RSUs that have not yet been settled in shares of Common Stock (including any deferred compensation credits under the Company’s non-qualified compensation deferral plans in respect of RSUs that have previously become vested) shall be immediately and irrevocably forfeited without any payment therefore. In addition, for any RSUs that became vested during the 12-month period following the first public issuance or filing with the Securities Exchange Commission (whichever occurs first) of the incorrect financial statements, 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.


Exhibit 10.2
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;


Exhibit 10.2
(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 36 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

Exhibit 10.2
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 for Attorneys. 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.

(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) 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.


Exhibit 10.2
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. 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

Exhibit 10.2
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#
Byimage.jpg, on behalf of UnitedHealth Group Incorporated
Acceptance Date: #AcceptanceDate#
Signed Electronically/Signed Manually: #Signature#
Exhibit 10.3
uhglogo2019a023.jpg

NONQUALIFIED STOCK OPTION AWARD


Award Date
(mm/dd/yyyy)

#GrantDate#
Option Shares


#QuantityGranted#
Exercise Price


$#GrantPrice#

Expiration Date
(mm/dd/yyyy)

#ExpirationDate#

THIS CERTIFIES THAT UnitedHealth Group Incorporated (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

Exhibit 10.3
(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 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.

(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.


Exhibit 10.3
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) 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(a) 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.

(b) Fraud. If the Board determines that the Participant has engaged in fraud that, in whole or in part, caused the need for a material restatement of the Company’s consolidated financial statements, then any vested and unvested Options then held by the Participant shall be immediately cancelled and rendered null and void without any payment therefor. In addition, for any Options that were exercised during the 12-month period following the first public issuance or filing with the Securities Exchange Commission (whichever occurs first) of the incorrect financial statements (the “Covered Options”), 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, depending on whether the Participant still holds the Option Shares acquired upon exercise of the Covered Options.

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

Exhibit 10.3
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.


Exhibit 10.3
(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 36 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.


Exhibit 10.3
(h) Exceptions for Attorneys. 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) 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.

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

Exhibit 10.3
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 8 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

Exhibit 10.3
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.

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,

Exhibit 10.3
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.

Exhibit 10.3

(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.

Offer Date: #GrantDate#
Byimage1.jpg, on behalf of UnitedHealth Group Incorporated
Acceptance Date: #AcceptanceDate#
Signed Electronically/Signed Manually: #Signature#
Exhibit 10.4
uhglogo2019a02b.jpg
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD
Award Date
(mm/dd/yyyy)

#GrantDate#
Target Number of Performance-Based Units
#QuantityGranted#
Performance Period
(mm/dd/yyyy)

mm/dd/yyyy – mm/dd/yyyy

THIS CERTIFIES THAT UnitedHealth Group Incorporated (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).

Exhibit 10.4
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:

Exhibit 10.4
(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

Exhibit 10.4
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

Exhibit 10.4
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) 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.
(b) Fraud. If the Board determines that Participant has engaged in fraud that, in whole or in part, caused the need for a material restatement of the Company’s consolidated financial statements, then any PRSUs that have not yet been settled in shares of Common Stock (including any deferred compensation credits under the Company’s non-qualified compensation deferral plans in respect of PRSUs that have previously become vested) shall be immediately and irrevocably forfeited without any payment therefore. In addition, for any PRSUs that became vested during the 12-month period following the first public issuance or filing with the Securities Exchange Commission (whichever occurs first) of the incorrect financial statements, 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.

Exhibit 10.4
(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 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

Exhibit 10.4
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 36 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 8(f), 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 for Attorneys. 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.

Exhibit 10.4
(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) 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) 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) 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.

Exhibit 10.4
(c) 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) 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) 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.

Offer Date: #GrantDate#
By strausssignaturea.jpg, on behalf of UnitedHealth Group Incorporated

Exhibit 10.4
Acceptance Date: #AcceptanceDate#
Signed Electronically/Signed Manually: #Signature#
Exhibit 10.5
uhglogo2019a021.jpg
RESTRICTED STOCK UNIT AWARD

Award Date
(mm/dd/yyyy)

#GrantDate#
Number of Units


#QuantityGranted#
Final Vesting Date
(mm/dd/yyyy)

#GrantCustom2#

THIS CERTIFIES THAT UnitedHealth Group Incorporated (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;
(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. 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)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.
(b)Fraud. If the Board determines that Participant has engaged in fraud that, in whole or in part, caused the need for a material restatement of the Company’s consolidated financial statements, then any RSUs that have not yet been settled in shares of Common Stock (including any deferred compensation credits under the Company’s non-qualified compensation deferral plans in respect of RSUs that have previously become vested) shall be immediately and irrevocably forfeited without any payment therefore. In addition, for any RSUs that became vested during the 12-month period following the first public issuance or filing with the Securities Exchange Commission (whichever occurs first) of the incorrect financial statements, 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 36 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 for Attorneys. 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.
(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. 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 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 strausssignature1.jpg, on behalf of UnitedHealth Group Incorporated
Acceptance Date: #AcceptanceDate#
Signed Electronically/Signed Manually: #Signature#
Exhibit 10.6
uhglogo2019a023a.jpg
NONQUALIFIED STOCK OPTION AWARD
Award Date
(mm/dd/yyyy)

#GrantDate#
Option Shares

#QuantityGranted#
Exercise Price

$#GrantPrice#
Expiration Date
(mm/dd/yyyy)

#ExpirationDate#

THIS CERTIFIES THAT UnitedHealth Group Incorporated (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 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) 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(a) 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.
(b) Fraud. If the Board determines that the Participant has engaged in fraud that, in whole or in part, caused the need for a material restatement of the Company’s consolidated financial statements, then any vested and unvested Options then held by the Participant shall be immediately cancelled and rendered null and void without any payment therefor. In addition, for any Options that were exercised during the 12-month period following the first public issuance or filing with the Securities Exchange Commission (whichever occurs first) of the incorrect financial statements (the “Covered Options”), 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, depending on whether the Participant still holds the Option Shares acquired upon exercise of the Covered Options.
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 36 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 for Attorneys. 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).
6. 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.


7. 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.
8. 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.
9.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.
10.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 8 are in addition to, and not in lieu of, the restrictions imposed under other Company policies and applicable laws.
11.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.
12.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;
(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.
13.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.
14.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.

15.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.
16.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.
17.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#
Bystrausssignature2.jpg, on behalf of UnitedHealth Group Incorporated
Acceptance Date: #AcceptanceDate#
Signed Electronically/Signed Manually: #Signature#
Exhibit 10.7
uhglogo2019a022a.jpg
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD
Award Date
(mm/dd/yyyy)
#GrantDate#
Target Number of Performance-Based Units
#QuantityGranted#
Performance Period
(mm/dd/yyyy)
mm/dd/yyyy – mm/dd/yyyy

THIS CERTIFIES THAT UnitedHealth Group Incorporated (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;
(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) 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.
(b) Fraud. If the Board determines that Participant has engaged in fraud that, in whole or in part, caused the need for a material restatement of the Company’s consolidated financial statements, then any PRSUs that have not yet been settled in shares of Common Stock (including any deferred compensation credits under the Company’s non-qualified compensation deferral plans in respect of PRSUs that have previously become vested) shall be immediately and irrevocably forfeited without any payment therefore. In addition, for any PRSUs that became vested during the 12-month period following the first public issuance or filing with the Securities Exchange Commission (whichever occurs first) of the incorrect financial statements, 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 36 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 “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 for Attorneys. 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.
(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 strausssignature1b.jpg, on behalf of UnitedHealth Group Incorporated
Acceptance Date: #AcceptanceDate#
Signed Electronically/Signed Manually: #Signature#
Exhibit 10.8
uhglogo2019a02d.jpg
RESTRICTED STOCK UNIT AWARD
Award Date
(mm/dd/yyyy)

#GrantDate#
Number of Units


#QuantityGranted#
Final Vesting Date
(mm/dd/yyyy)

#GrantCustom2#
THIS CERTIFIES THAT UnitedHealth Group Incorporated (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;
(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 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 the lesser of the period (i) Participant would have received payments under the Company’s severance pay plan as in effect on the date hereof, had Participant been eligible for such payments, or (ii) of separation pay. 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 two and one half years of service credit for each year she remains employed with the Company after June 5, 2018. In addition, prior to the date upon which Participant becomes eligible for retirement, if Participant’s employment is terminated by the Company without Cause or if Participant terminates employment for Good Reason, 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)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.
(b)Fraud. If the Board determines that Participant has engaged in fraud that, in whole or in part, caused the need for a material restatement of the Company’s consolidated financial statements, then any RSUs that have not yet been settled in shares of Common Stock (including any deferred compensation credits under the Company’s non-qualified compensation deferral plans in respect of RSUs that have previously become vested) shall be immediately and irrevocably forfeited without any payment therefore. In addition, for any RSUs that became vested during the 12-month period following the first public issuance or filing with the Securities Exchange Commission (whichever occurs first) of the incorrect financial statements, 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. 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.    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)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.
(b)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.

(c)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 36 months of employment with the Company; or
(ii)Assist anyone in any of the activities listed above.
(d)Geographic Scope.
(i)Participant’s obligations under this “Restrictive Covenants” section shall apply on a nationwide basis anywhere in the United States.
(ii)Participant’s obligations under this “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.
(e)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.
(f)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(f), 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.

(g)Exceptions for Attorneys. 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.
(h)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 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 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)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)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. 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.
Offer Date: #GrantDate#
By strausssignatureb.jpg, on behalf of UnitedHealth Group Incorporated
Acceptance Date: #AcceptanceDate#
Signed Electronically/Signed Manually: #Signature#
Exhibit 10.9
uhglogo2019a02.jpg
NONQUALIFIED STOCK OPTION AWARD

Award Date
(mm/dd/yyyy)		Option SharesExercise PriceExpiration Date
(mm/dd/yyyy)


#Grant Date#


#QuantityGran
ted#


$#GrantPrice#
#Expiration Date#

THIS CERTIFIES THAT UnitedHealth Group Incorporated (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

* * * * *
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 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 under an employment agreement entered into with the Company or an Affiliate, then the Option shall continue to vest and become exercisable for the period of such severance that Participant is entitled to receive as of the date hereof. If the Participant is entitled to separation pay 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 the lesser of the period (i) the Participant would have received payments under the severance pay plan as in effect on the date hereof, had the Participant been eligible for such payments; or (ii) of separation pay. In either case, should the Participant be paid in a lump sum versus bi-
2

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. 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.

(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 two and one half years of service credit for each year she remains employed with the Company after June 5, 2018. In addition, prior to the date upon which Participant becomes eligible for retirement, if Participant’s employment is terminated by the Company without Cause or if Participant terminates employment for Good Reason, 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.
3

(a) 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(a) 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.

(b) Fraud. If the Board determines that the Participant has engaged in fraud that, in whole or in part, caused the need for a material restatement of the Company’s consolidated financial statements, then any vested and unvested Options then held by the Participant shall be immediately cancelled and rendered null and void without any payment therefor. In addition, for any Options that were exercised during the 12-month period following the first public issuance or filing with the Securities Exchange Commission (whichever occurs first) of the incorrect financial statements (the “Covered Options”), 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, depending on whether the Participant still holds the Option Shares acquired upon exercise of the Covered Options.

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. 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
4

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. 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) 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(f) below.

(b) 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;

5

(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;

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

(c) 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 36 months of employment with the Company; or

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

(d) Geographic Scope.

(i) Participant’s obligations under this “Restrictive Covenants” section shall apply on a nationwide basis anywhere in the United States.

(ii) Participant’s obligations under this “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.


(e) 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
6

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.

(f) 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(f), 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.

(g) Exceptions for Attorneys. 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.

(h) 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
7

covenants 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 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) 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
8

market value of the shares withheld may not exceed the maximum amount required to be withheld under applicable laws or regulations.

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 8 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
9

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
10

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;

(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
11

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.
12

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
13

obligations herein, Participant agrees that this Award certificate shall remain binding upon Participant in any event.
Offer Date: #GrantDate#

By,strausssignaturee.jpg on behalf of UnitedHealth Group Incorporated

Acceptance Date: #AcceptanceDate#

Signed Electronically/Signed Manually: #Signature#

14
Exhibit 10.10
uhglogo2019a02c.jpg
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD

Award Date
(mm/dd/yyyy)		Target Number of
Performance-Based
Units		Performance Period
(mm/dd/yyyy)
#GrantDate##QuantityGranted#mm/dd/yyyy –
mm/dd/yyyy


THIS CERTIFIES THAT UnitedHealth Group Incorporated (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
1

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
2

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
3

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;

(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
4

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 benefits under an employment agreement 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 (provided that in no event shall such
5

sum exceed the number of months in the Performance Period). In any 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.

(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 two and one half years of service credit for each year she remains employed with the Company after June 5, 2018. In addition, prior to the date upon which Participant becomes eligible for retirement, if Participant’s employment is terminated by the Company without Cause or if Participant terminates employment for Good Reason, 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
6

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) 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.

(b) Fraud. If the Board determines that Participant has engaged in fraud that, in whole or in part, caused the need for a material restatement of the Company’s consolidated financial statements, then any PRSUs that have not yet been settled in shares of Common Stock (including any deferred compensation credits under the Company’s non-qualified compensation deferral plans in respect of PRSUs that have previously become vested) shall be immediately and irrevocably forfeited without any payment therefore. In addition, for any PRSUs that became vested during the 12-month period following the first public issuance or filing with the Securities Exchange Commission (whichever occurs first) of the incorrect financial statements, 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
7

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. 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. 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) 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.

(b) 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:
8

(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.

(c) 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 36 months of employment with the Company; or
(ii)Assist anyone in any of the activities listed above.

(d) Geographic Scope.
9


(i)Participant’s obligations under this “Restrictive Covenants” section shall apply on a nationwide basis anywhere in the United States.

(ii)Participant’s obligations under this “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.

(e) 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.

(f) 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(f), 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
10

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.

(g) Exceptions for Attorneys. 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.

(h) 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 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 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) 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,
11

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) 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) 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) 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) 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.
12

(e) 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.
13

(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 ,strausssignature.jpg on behalf of UnitedHealth Group Incorporated

Acceptance Date: #AcceptanceDate#

Signed Electronically/Signed Manually: #Signature#

14
Exhibit 10.11
uhglogo2019a021a.jpg
NON-EMPLOYEE DIRECTOR
DEFERRED STOCK UNIT AWARD

Award Number: #ClientGrantID#

Award Date

#GrantDate#
Number of Units

#QuantityGranted#

THIS CERTIFIES THAT UnitedHealth Group Incorporated (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 deferred stock units (the “Deferred Stock Units”) indicated above in the box labeled “Number of Units,” each Deferred Stock Unit representing the right to receive one share of UnitedHealth Group Incorporated Common Stock, $.01 par value per share (the “Common Stock”), subject to the terms and conditions contained in this Award and the UnitedHealth Group Incorporated 2020 Stock Incentive Plan, as amended (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 Deferred Stock Units. The Deferred Stock Units granted pursuant to this Award do not and shall not entitle Participant to any rights of a shareholder of Common Stock. No shares of Common Stock shall be issued to Participant in settlement of Deferred Stock Units prior to the time specified in Section 3.
2.Vesting. The Deferred Stock Units granted pursuant to this Award are 100% vested as of the Award Date.

3.Conversion of Deferred Stock Units; Issuance of Common Stock. Upon Participant’s departure from the Company’s Board of Directors for any reason (with such departure being considered a “separation from service” as set forth in Treasury Regulation Section 1.409A-1(h)) (“Departure Date”), the Company shall promptly cause to be issued shares of Common Stock in Participant’s name (or in the name of Participant’s legal representatives, beneficiaries or heirs, as the case may be), in payment of whole Deferred Stock Units. In no event shall settlement occur later than ninety (90) days following Participant’s Departure Date, unless such payment is deferred in accordance with the terms and conditions of the Company’s non-qualified deferred compensation plans and in compliance with Section 409A of the Internal Revenue Code of 1986 and its accompanying regulations (“Code Section 409A”).



4.Restriction on Transfer. Participant may not transfer the Deferred Stock Units except by will or by the laws of descent and distribution. Notwithstanding the foregoing, the Deferred Stock Units 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 a member of the Board of Directors 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 Deferred Stock Units shall be void. Participant may specify to whom the Company shall deliver any such shares of Common Stock which are otherwise payable to Participant in settlement of such Deferred Stock Units, subject to the requirements of any applicable law.

5.Dividend Equivalents. If a cash dividend is declared and paid by the Company with respect to the Common Stock, the Participant shall be credited as of the applicable dividend payment date with an additional number of Deferred Stock Units (the “Dividend Units”) equal to (A) the total cash dividend the Participant would have received had the Participant’s Deferred Stock Units (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, rounded up to the nearest whole number if the calculation results in a fraction. As of the conversion date pursuant to Section 3, the number of Dividend Units paid on the Deferred Stock Units converting on such conversion date shall also convert into the form of shares of Common Stock. The terms of this Award certificate shall apply to all Dividend Units paid on the Deferred Stock Units.

6.Adjustments to Deferred Stock Units. 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, 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; provided, however, that the number of shares into which the Deferred Stock Units may be converted shall be rounded up to the nearest 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, Participant shall have the right to receive upon the terms and conditions specified in this certificate and in lieu of the shares of Common Stock of the Company immediately theretofore receivable upon the settlement of the Deferred Stock Units, with appropriate adjustments to prevent diminution or enlargement of benefits or potential benefits intended to be made available under the Award, such shares of stock, other securities, cash or other assets as would have been issued or delivered to Participant if Participant 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 Participant such shares of stock, securities, cash or other assets as, in accordance with the foregoing provisions, Participant may be entitled to receive.

7.Miscellaneous.

(a)     No Other Rights. This Award does not confer on Participant any right with respect to the continuance of any relationship with the Company or its Affiliates.

(b)    Unfunded Award. 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 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)     Compliance with Securities Laws. The Company shall not be required to deliver any shares of Common Stock underlying any Deferred Stock Units 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). The Company will use its best efforts to complete all actions necessary for such compliance so that settlement can occur within the period specified in Section 3; provided that if such compliance causes settlement within such period to be administratively impractical within the meaning of Treasury Regulation Section 1.409A-1(b)(4)(ii), settlement shall occur as soon as administratively practical. To the extent an Award is subject to Code Section 409A,


settlement shall occur at the earliest date at which the Company anticipates that such settlement will not cause a violation of applicable law.

(d)     Document Conflict. An original record of this Award and all the terms hereof 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)    Severability. If a court or arbitrator decides that any provision of this Award is invalid or overbroad, Participant agrees 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 Award should be unaffected.

(f)    Entire Agreement; Modification. This Award document and the Plan constitute the entire agreement between the parties with respect to the terms and supersede all prior or written or oral negotiations, commitments, representations and agreements with respect thereto. The terms and conditions set forth in this Award document may only be modified or amended in writing, signed by both parties.

(g)    Governing Law. The validity, construction and effect of this Award and any rules and regulations relating to this Award shall be determined in accordance with the laws of the State of Minnesota (without regard to its conflict of law principles).

(h)    Code Section 409A.

(i)     It is intended that any amounts payable under the 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.

(ii)    Notwithstanding any provision of this Award certificate to the contrary, if payment of the Deferred Stock Units is triggered by Participant’s separation from service (within the meaning of Section 409A of the Code) 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 Deferred Stock Units 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 7(h)(ii) 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 7(h)(ii) 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.

(iii)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.
Exhibit 10.38
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

This Agreement is between Brian R. Thompson ("Executive") and United HealthCare Services, Inc. ("UnitedHealth Group"), and is effective as of the last date executed below (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. This Agreement amends and restates the August 15, 2010 Employment Agreement between Executive and UnitedHealth Group.

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 Chief Executive Officer, Medicare and Retirement. 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. Effective February 18, 2018, Executive's annual base salary will be $650,000, 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 discretion and in accordance with the plans’ terms and conditions. Executive' s target bonus potential will be 100% of annual base salary, subject to periodic adjustments in UnitedHealth Group's incentive compensation plans in UnitedHealth Group's discretion.

C.Employee Benefits. Executive will be eligible to participate in UnitedHealth Group' s employee welfare, retirement and stock incentive plans on the same basis


1

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




2

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



3

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 cm 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

4


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 of Property Rights. Executive must promptly disclose in writing to UnitedHealth Group all inventions, discoveries, processes, procedures, methods and works of authorship, whether or not patentable or copyrightable, that Executive alone or jointly conceives, makes, discovers, writes or creates, during Working hours or on Executive's own time, during this Agreement's term (the "Works"). Executive hereby assigns to UnitedHealth Group all Executive's rights, including copyrights and patent rights, to all Works. Executive must assist UnitedHealth Group as it reasonably requires to perfect, protect, and use its rights to the Works. This provision does not apply to any Work for which no UnitedHealth Group equipment, supplies, facility or trade secret information was used and: (1) which does not relate directly to UnitedHealth Group’s business or actual or demonstrably anticipated research or development, or (2) which does not result from any work performed for UnitedHealth Group.

ii.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.

iii.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



5

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: (l) 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
6

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.

iii.Because UnitedHealth Group's business competes on a nationwide basis, the Executive's obligations under this "Restrictive Covenants" section shall apply on a nationwide basis anywhere in the United States.

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, for all
7

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 ate 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.

8

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/ D. Ellen WilsonBy:/s/ Brian R. Thompson
Date:2/12/2018Date:2/09/2018















9
Exhibit 10.40
AMENDMENT TO EMPLOYMENT AGREEMENT

This AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) modifies certain terms and conditions of the Employment Agreement effective January 1, 2013 between Marianne Short and United HealthCare Services, Inc. (“UnitedHealth Group”). Accordingly, Executive’s Employment Agreement is amended, effective June 5, 2018, as set forth below.

The following paragraph is hereby added to Section 6.C:

Notwithstanding the terms of any other agreement heretofore or hereafter entered into between the parties that reference retirement, Executive and UnitedHealth Group acknowledge and agree that for purposes of calculating years of service for retirement eligibility, Executive will receive two and one half years of service credit for each year she remains employed with UnitedHealth Group after June 5, 2018. In addition, prior to the date upon which Executive becomes eligible for retirement, if Executive's employment is terminated by UnitedHealth Group without Cause or if Executive terminates employment for Good Reason. Executive will be deemed to have met the applicable age and service requirements and will be retirement eligible. UnitedHealth Group agrees that this revised retirement definition will be reflected in and become part of Executive's outstanding and future issued equity award certificates.

Except as expressly set forth in this Amendment, the Employment Agreement remains in full force and effect according to its terms.

United HealthCare Services, Inc.Executive
By:/s/ Dannette L. SmithBy:/s/ Marianne Short
Its:Secretary to the Board
Date:6/15/2018Date:6-18-18

Exhibit 21.1
Subsidiaries of the Company

Listed below are subsidiaries of UnitedHealth Group Incorporated as of December 31, 2021. 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 EntityState of Jurisdiction or DomicileDoing Business As
1070715 B.C. Unlimited Liability CompanyBritish Columbia
1st Avenue Pharmacy, Inc.Washington1st Avenue Pharmacy
Genoa Healthcare
310 Canyon Medical, LLCCalifornia
4C Medical Group, PLCArizona
4C MSO LLCDelaware
5995 Minnetonka, LLCDelaware
ABCO International Holdings, LLCDelaware
AbleTo Behavioral Health Services, P.C.Connecticut
AbleTo, Inc.Delaware
Accurate Rx Pharmacy Consulting, LLCMissouriAbacus
Abacus 340B Management
Diplomat Specialty Infusion Group
ACN Group IPA of New York, Inc.New York
ACN Group of California, Inc.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 Clifton, LLCNew Jersey
Advanced Surgical Center, LLCTexas
Advanced Surgical Hospital, LLCPennsylvania
Advocate Condell Ambulatory Surgery Center, LLCIllinois
Advocate Southwest Ambulatory Surgery Center, L.L.C.Illinois
Advocate-SCA Partners, LLCDelaware
AHN Accountable Care Organization, LLCIndiana
AHN Central Services, LLCIndiana
AHN Target Holdings, LLCDelaware
Aliansalud Entidad Promotora de Salud S.A.Colombia
All Savers Insurance CompanyIndiana
All Savers Life Insurance Company of CaliforniaCalifornia
Alliance Surgical Center, LLCFloridaAdventHealth Surgery Center - Lake Mary
Allina Health Heart and Vascular Surgery Center, LLCMinnesota
Allina Health Surgery Center-Brooklyn Park, LLCMinnesota
Aloha Surgical Center, LLCTennessee
Ambient Healthcare, Inc.Florida
Ambient Holdings, Inc.Delaware
American Health Network of Indiana Care Organization, LLCIndiana
American Health Network of Indiana II, LLCIndianaHealthCare Network
American Health Network of Indiana, LLCIndiana
American Health Network of Kentucky, LLCKentucky


American Health Network of Ohio Care Organization, LLCOhio
American Health Network of Ohio II, LLCOhio
American Health Network of Ohio, LLCOhio
American Physicians, Inc.Arizona
AmeriChoice CorporationDelaware
AmeriChoice of New Jersey, Inc.New Jersey
Amico Saúde Ltda.Brazil
Amil Assistência Médica Internacional S.A.Brazil
AMIL International S.á.r.l.Luxembourg
Análisis Clínicos ML S.A.C.Peru
Angiografia e Hemodinâmica Madre Theodora Ltda.Brazil
Anne Arundel-SCA Holdings, LLCMaryland
Anne Arundel-SCA Surgicenter, LLCMaryland
Antelope Valley Surgery Center, L.P.California
Apothecary Holdings, Inc.Delaware
AppleCare Medical Management, LLCDelawareOptum
APS – Assistência Personalizada à Saúde Ltda.Brazil
Aquitania Chilean Holding SpAChile
Arcadia JV Holdings, LLCDelaware
Arcadia Outpatient Surgery Center, L.P.California
ArchWell Health MSO, LLCDelaware
ArchWell Health Professional Services Holding Co.Delaware
ArchWell Health Professional Services of Alabama, LLCAlabama
Archwell Health Professional Services of Arizona, LLCArizona
Archwell Health Professional Services of Nebraska, LLCNebraska
ArchWell Health Professional Services of North Carolina, P.C.North Carolina
ArchWell Health Professional Services of Oklahoma, LLCOklahoma
ArchWell Health, LLCDelaware
Arise Physician GroupTexas
Arizona Physicians IPA, Inc.ArizonaUnitedHealthcare Community Plan
Arlington Surgery Center, LLCTexas
ASC Holdings of New Jersey, LLCNew Jersey
ASC Network, LLCDelaware
ASC Operators-East Bay, LLCCalifornia
ASC Operators-San Francisco, LLCCalifornia
ASC Operators-San Luis Obispo, LLCCalifornia
ASC Operators-Santa Rosa, LLCCalifornia
ASC Operators-South Bay, LLCCalifornia
Aspectus, Inc.Massachusetts
Associação Lusíadas Knowledge Center – Health Education and ResearchPortugal
ASV-HOPCo-SCA Cornerstone, LLCFlorida
ASV-HOPCo-SCA Florida, LLCFlorida
Audax Health Solutions, LLCDelaware
Aurora Hospitalist, P.C.New York
Austin Center For Outpatient Surgery, L.P.Georgia
Aventura Medical Tower Surgery Center, LLCFlorida


Avery Parent Holdings, Inc.Delaware
Aveta Inc.Delaware
AxelaCare Intermediate Holdings, LLCDelawareAlaska Business License #2143943
AxelaCare, LLCDelaware
B.R.A.S.S. Partnership in CommendamLouisiana
Ball Outpatient Surgery Center, LLCIndiana
Banmédica Colombia S.A.S.Colombia
Banmédica Internacional SpAChile
Banmédica S.A.Chile
Barranca Surgery Center, LLCDelaware
Beach Surgical Holdings II, LLCCalifornia
Beach Surgical Holdings III, LLCCalifornia
Beach Surgical Holdings LLCCalifornia
Beaver Medical Group, P.C.California
Bedford Physicians Risk Retention Group, Inc.Vermont
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
Bergan Mercy Surgery Center, LLCNebraska
Bergen-Passaic Cataract Laser and Surgery Center, LLCDelaware
Bessler, MD, PLLCNevada
Bind Benefits, Inc.DelawareBIND
Bind LH Holdings, Inc.Delaware
Bind Re, Inc.Arizona
Birmingham Outpatient Surgery Center, Ltd.Alabama
Birmingham Outpatient Surgical Center, LLCDelaware
Bloomfield ASC, LLCConnecticut
Blue Ridge Day Surgery Center, L.P.Tennessee
Blue Ridge GP, LLCNorth Carolina
Blue Ridge Properties, LLCDelaware
Boca Raton Outpatient Surgery & Laser Center, LTD.Florida
Bordeaux (Barbados) Holdings I, SRLBarbados
Bordeaux (Barbados) Holdings II, SRLBarbados
Bordeaux (Barbados) Holdings III, S.r.l.Barbados
Bordeaux Holding SpAChile
Bordeaux International Holdings, Inc.Delaware
Bordeaux UK Holdings I LimitedUnited Kingdom
Bordeaux UK Holdings II LimitedUnited Kingdom
Bordeaux UK Holdings III LimitedUnited Kingdom
BOSC Holdings, LLCIndiana
Bosque Medical Center Ltda.Brazil
Brandon Ambulatory Surgery Center, LCFlorida
BriovaRx Infusion Services 102, LLCDelaware
BriovaRx of Florida, Inc.DelawareBriovaRx of Florida
BriovaRx of Maine, Inc.MaineBriovaRx
BriovaRx of Massachusetts, LLCMassachusetts


BSC Holdings, LLCIndiana
Cabin Enterprises, LLCDelaware
Cabin Holdings, LLCDelaware
California Medical Group Insurance Company, Risk Retention GroupArizona
Camp Hill Ambulatory CentersPennsylvania
Camp Hill-SCA Centers, LLCDelaware
Capital City Medical Group, L.L.C.Louisiana
Cardinal Holding Company, LLCDelaware
Care Improvement Plus Group Management, LLCMaryland
Care Improvement Plus of Texas Insurance CompanyTexasCare Improvement Plan
Care Improvement Plus South Central Insurance CompanyArkansas
Care Improvement Plus Wisconsin Insurance CompanyWisconsin
Care Logistics, LLCDelawareAdvanced Care Logistics LLC
CareMount Dental Member, LLCDelaware
CareMount Health Solutions ACO, LLCNew York
CareMount Health Solutions Employer, LLCDelaware
CareMount Health Solutions, LLCDelaware
CareMount Holding, LLCNew York
CareMount Medical Foundation, Inc.New York
CareMount Value Partners IPA, LLCNew YorkOptum IPA of New York
Carr, PLLCTennessee
Casa de Saúde Santa Therezinha Ltda.Brazil
Castle Ambulatory Surgery Center, LLCHawaii
Castle Rock SurgiCenter, LLCColorado
Catalyst360, LLCDelawareCATALYST360 INSURANCE SERVICES, LLC
Catamaran 2 Unlimited CompanyDublin
Catamaran Finance (Ireland) Unlimited CompanyDublin
Catamaran S.á.r.l.Luxembourg
CCEC Anesthesia Management, LLCTexas
CDC Holdings Colombia S.A.S.Colombia
Cedar Park JV Partners, LLCTexas
Cedar Park Surgery Center, LLCTexas
Cemed Care – Empresa de Atendimento Clínico Geral Ltda.Brazil
Center for Quality Improvement, LLCDelaware
Center for Restorative Surgery at Maple Grove, LLCMinnesota
Center for Surgery of North Coast L.P.California
Central Indiana Care Organization, LLCIndiana
Central Ohio Care Organization, LLCOhio
CentrifyHealth, LLCDelaware
CentriHealth CorporationOntario
Centro de Entrenamiento Capacitación en Reanimación y Prevención LimitadaChile
Centro de Servicios Compartidos Banmédica SpAChile
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
Centura-SCA Holdings, LLCColorado
Centurion Casualty CompanyNebraska
Channel Islands Surgicenter Properties, LLCDelaware
Channel Islands Surgicenter, L.P.California
Charleston Surgery Center Limited PartnershipSouth Carolina
Charleston Surgery Properties, LLCDelaware
Charlotte Surgery Center, LLCNorth Carolina
Charlotte Surgery Properties, LTD.North Carolina
Charlotte-SC, LLCDelaware
Chatham Orthopaedic ASC, LLCGeorgia
Childrens Surgery Center LLCFlorida
Citrus Regional Surgery Center, L.P.Tennessee
Claims Management Systems, Inc.FloridaHealth Solutions Systems
Cleburne Surgical Center, LLCTexas
Clínica Alameda SpAChile
Clínica Bío Bío SpAChile
Clínica Ciudad del Mar S.A.Chile
Clínica Dávila y Servicios Médicos S.p.A.Chile
Clínica del Country S.A.S.Colombia
Clínica Iquique S.A.Chile
Clínica Médico Cirúrgica de Santa Tecla, S.A.Portugal
Clínica Portoazul S.A.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, LLCColorado
Clinton Partners, LLCMichigan
CLISA – Clínica de Santo António, S.A.Portugal
CMO – Centro Médico de Oftalmologia S/S Ltda.Brazil
CMS – Central de Manipulação e Serviços Farmacêuticos Ltda.Brazil
Coachella Valley Physicians of PrimeCare, Inc.California
Coalition for Advanced Pharmacy Services, Inc.Delaware
Cobranzas Banmédica SpAChile
Cogent Healthcare IPA of New York, Inc.New York
Cogent Healthcare Management of New York, Inc.New York
Cogent Healthcare of Arizona, P.C.Arizona
Cogent Healthcare of California, Prof. Corp.California
Cogent Healthcare of Georgia, P.C.Georgia
Cogent Healthcare of Illinois, LLCIllinois
Cogent Healthcare of Iowa, P.C.Iowa
Cogent Healthcare of Jackson, MS, LLCMississippi
Cogent Healthcare of Jacksonville, LLCFlorida
Cogent Healthcare of Mississippi, Inc.Mississippi
Cogent Healthcare of Missouri, Inc.Missouri
Cogent Healthcare of Montana, P.C.Montana


Cogent Healthcare of New Jersey, P.C.New Jersey
Cogent Healthcare of North Carolina, P.C.North Carolina
Cogent Healthcare of Oregon, P.C.Oregon
Cogent Healthcare of Pennsylvania, Inc.Pennsylvania
Cogent Healthcare of Pensacola, L.L.C.Florida
Cogent Healthcare of Tennessee, P.C.Tennessee
Cogent Healthcare of Virginia, Inc.Virginia
Cogent Healthcare of Washington, P.C.Washington
Cogent Healthcare, Inc.Delaware
Cogent Medical Care, P.C.New York
Cogent Patient Safety Organization, Inc.Nevada
Cogent/Endion Medical Care of New York, P.C.New York
COI – Clínicas Oncológicas Integradas S.A.Brazil
Collaborative Care Holdings, LLCDelaware
Collaborative Care Services, Inc.Delaware
Collaborative Realty, LLCNew York
Colmedica Medicina Prepagada S.A.Colombia
Colonial Outpatient Surgery Center, LLCFlorida
Colorado Innovative Physician Solutions, Inc.Colorado
Colorado Springs Surgery Center, Ltd.Colorado
Comfort Care Transportation, LLCTexas
Comprehensive Hospital Physicians of Florida, Inc.Florida
Connecticut Surgery Center, Limited PartnershipConnecticut
Connecticut Surgery Properties, LLCDelaware
Connecticut Surgical Center, LLCDelaware
ConnectYourCare, Inc.Delaware
ConnectYourCare, LLCMaryland
Consorcio Regenero S.A.Chile
Constructora Inmobiliaria Magapoq S.A.Chile
Consumer Wellness Solutions, Inc.Delaware
Continuum Physicians Group of Washington, PLLCWashington
Continuum Physicians Group, Inc.Delaware
Cornell Surgicenter, LLCOregon
Cornerstone Surgery Center, LLCFlorida
Cornerstone Surgicare, LLCFlorida
Corpus Christi Endoscopy Center, L.L.P.Texas
Country Scan Ltda.Colombia
Critical Care Physician of New York, P.C.New York
Critical Care Physicians of Illinois, LLCIllinois
Critical Care Physicians of New Jersey, PCNew Jersey
Critical Care Physicians of Pennsylvania, P.C.Pennsylvania
Cross Timbers Surgery Center, LLCTexas
Curaspan Health Group, Inc.Delaware
Cypress Care, Inc.DelawareOptum Workers Compensation Services of Georgia
Dallas Inpatient Specialist, PLLCTexas
Damon Dialysis, LLCDelaware


Danbury Surgical Center, L.P.Georgia
Day-Op Surgery Consulting Company, LLCDelaware
DBP Services of New York IPA, Inc.New YorkOptumCare Network IPA
Dental Benefit Providers of California, Inc.California
Dental Benefit Providers of Illinois, Inc.Illinois
Dental Benefit Providers, Inc.DelawareDBP Services
DBP Services Inc.
Denton Endoscopy Surgery Center, LLCTexas
Denton Surgery Center, LLCTexas
Derry Surgical Center, LLCNew Hampshire
Diagnóstico Ecotomográfico Centromed Ltda.Chile
Diasnóstico por Imágenes Centromed Ltda.Chile
Digestive Disease Center, L.P.California
Dilab Medicina Nuclear Ltda.Brazil
Diplomat Blocker, LLCDelaware
Diplomat Corporate Properties, LLCMichigan
Diplomat Pharmacy, Inc.MichiganDiplomat Specialty Pharmacy
Diplomat Specialty Pharmacy Great Lakes Distribution Center, LLCMichiganDiplomat Specialty Pharmacy
Diplomat Specialty Pharmacy of Chicago, LLCMichiganDiplomat Specialty Pharmacy
Diplomat Specialty Pharmacy of Ft. Lauderdale, LLCMichiganDiplomat Specialty Pharmacy
Diplomat Specialty Pharmacy of Los Angeles County, LLCCaliforniaDiplomat Specialty Pharmacy
Distance Learning Network, Inc.Delawarei3CME
OptumHealth Education
Divisadero Holdings, LLCCalifornia
divvyMED, LLCDelawareDIVVY DOSE
divvyDOSE
DIVVYDOSE LLC
DocASAP India Technologies Private LimitedDelhi (NCT)
DocASAP US, LLCDelaware
DocASAP, Inc.Delaware
Doctor + S.A.C.Peru
Dry Creek Surgery Center, LLCColorado
DSP Flint Real Estate, LLCMichigan
DSP-Building C, LLCMichigan
DTC Surgery Center, LLCColoradoOCC Convalescent Center at Inverness
OCC Surgery Center at Inverness
Dublin Surgery Center, LLCOhio
Duluth Surgical Suites, LLCMinnesota
Durable Medical Equipment, Inc.Massachusetts


DWIC of Tampa Bay, Inc.FloridaDoctor's Walk-In Clinics
MedExpress
MedExpress Urgent Care - Cape Coral, SW Pine Island Rd
MedExpress Urgent Care - Carrollwood
MedExpress Urgent Care - Clearwater
MedExpress Urgent Care - Clewiston, W Sugarland Hwy
MedExpress Urgent Care - Deland, N Woodland Blvd
MedExpress Urgent Care - Fort Meyers, S Cleveland Ave
MedExpress Urgent Care - Golden Gate, Collier Blvd.
MedExpress Urgent Care - Hudson, State Road 52
MedExpress Urgent Care - Jacksonville, Atlantic Blvd.
MedExpress Urgent Care - Jacksonville, Merrill Rd
MedExpress Urgent Care - Lakeland, N Road 98
MedExpress Urgent Care - Largo
MedExpress Urgent Care - Lehigh Acres, Homestead Rd N
MedExpress Urgent Care - Lutz
MedExpress Urgent Care - Mylan - Fountainbleau Aviation
MedExpress Urgent Care - Mylan - Rectrix Aerodrome Centers
MedExpress Urgent Care - New Tampa
MedExpress Urgent Care - North Port, Tuscola Blvd
MedExpress Urgent Care - Northside
MedExpress Urgent Care - Palm Beach Gardens
MedExpress Urgent Care - Port Charlotte, Tamiami Trl
MedExpress Urgent Care - Vero Beach, US Highway 1
MedExpress Urgent Care - West Tampa
MedExpress Urgent Care-Brandon
E Street Endoscopy, LLCFloridaWest Coast Endoscopy Center
Ear Professionals International CorporationDelawareEPIC Hearing Healthcare
UnitedHealthcare Hearing
East Bay Endoscopy Center, L.P.Delaware
East Brunswick Surgery Center, LLCNew Jersey
Echo Locum Tenens, Inc.Delaware
eCode Solutions, LLCDelaware
Electronic Network Systems, Inc.Delaware
Elual Participações S.A.Brazil
EM Orange Tree LLCCalifornia
Emerald Coast Surgery Center, L.P.Florida
Emisar Pharma Services LLCDelaware
Emmaus Holdings, LLCNew Jersey
Emmaus Surgical Center, LLCNew Jersey
Empire Physician Management Company, LLCCalifornia
Empremédica S. A.Peru
Endion Hospitalist North, P.C.New York
Endion Hospitalist of Western New York, P.C.New York
Endion Medical Healthcare, P.C.New York


Endion Medical Services, P.C.New York
Endoscopy Center Affiliates, Inc.Delaware
Enterprise Life Insurance CompanyTexas
EP Campus I, LLCDelaware
EPIC Health PlanCalifornia
EPIC Management Services, LLCDelaware
Equian Parent Corp.Delaware
Equian, LLCIndianaCasualty Recovery Solutions
Esho – Empresa de Serviços Hospitalares S.A.Brazil
Everett MSO, Inc.WashingtonThe Everett Clinic
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 LLCIndianaMarion Eye Specialists Surgery Center
Muncie Eye Specialists Surgery Center
Family Health Care ServicesNevadaSouthwest Medical Associates Home Health
Family Home Hospice, Inc.NevadaOptumCare Palliative Care
Southwest Medical Associates Hospice and Palliative Care
Ferrell Physician Services, P.C.New York
Fideicomiso Clínica Barranquilla Portoazul FA-517Colombia
First Coast Orthopedic Center, LLCFlorida
First Family Insurance, LLCDelaware
Florence Surgery Center, L.P.Tennessee
FMG Holdings, LLCDelaware
For Health of Arizona, Inc.ArizonaGeriatrix of Arizona
INSPIRIS of Arizona
For Health, Inc.Delaware
Fort Sutter Medical Building, a California Limited PartnershipCalifornia
Fort Worth Endoscopy Centers, LLCTexas
Fortified Provider Network, Inc.Arizona
Foundation Surgery Affiliate General of Huntingdon Valley, LLCOklahoma
Foundation Surgery Affiliate of Huntingdon Valley, L.P.Oklahoma
Franklin Surgical Center LLCNew Jersey
Freedom Life Insurance Company of AmericaTexas
Freeway Surgicenter of Houston, LLCTexas
Frontier Medex Tanzania LimitedTanzania
FrontierMEDEX Kenya LimitedNairobi
FrontierMEDEX US, Inc.Delaware
FrontierMEDEX, Inc.MinnesotaUnitedHealthcare Global
Fundación BanmédicaChile
Gadsden Surgery Center, LLCDelaware
Gainesville Surgery Center, L.P.Tennessee
Gainesville Surgery Properties, LLCDelaware


Genoa Healthcare LLCPennsylvaniaAlaska Business License #1073614
Genoa Healthcare, Inc.Delaware
Genoa of Arkansas, LLCArkansas
Genoa Technology (Canada) Inc.British Columbia
Genoa Technology, Inc.Delaware
Genoa Telepsychiatry, Inc.Delaware1DocWay, Inc.
Genoa, QoL Wholesale, LLCDelaware
gethealthinsurance.com Agency Inc.Indiana
Gladiolus Surgery Center, L.L.C.Florida
GLBESC, LLCDelaware
Glenwood Surgical Center, L.P.California
Glenwood-SC, Inc.Tennessee
Global One Ventures, LLCCaliforniaG1
Global 1
Golden Gate Endoscopy Center, LLCCalifornia
Golden Outlook, Inc.CaliforniaGolden Outlook
Golden Outlook Insurance Services
Golden Rule Financial CorporationDelaware
Golden Rule Insurance CompanyIndiana
Golden Triangle Surgicenter, L.P.California
Grandview Surgery Center, LTD.Pennsylvania
Grants Pass Surgery Center, LLCOregon
Greater New Haven ASC, LLCConnecticut
Greensboro Specialty Surgery Center, LLCNorth Carolina
Greenville Surgery Center, LLCTexas
Greenway Surgical Suites, LLCMinnesota
Grossmont Surgery Center, L.P.California
Grove Place Surgery Center, L.L.C.Florida
H&W Indemnity (SPC), Ltd.Grand Cayman
H.I. Investments Holding Company, LLCDelaware
Harken Health Insurance CompanyWisconsin
Harrison Endo Surgical Center, LLCNew Jersey
Hawthorn Place Outpatient Surgery Center, L.P.Georgia
Hays JV Partners, LLCTexas
Hays Surgery Center, LLCTexas
HCentive Technology India Private LimitedDelhi (NCT)
hCentive, Inc.Delaware
HCP ACO California, LLCCaliforniaHCP ACO California, LLC
HealthCare Partners ACO
Optum California ACO
Health Care-ONE Insurance Agency, Inc.California
Health Inventures Employment Solutions, LLCDelaware
Health Inventures, LLCDelaware
Health Plan of Nevada, Inc.NevadaHealth Plan of Nevada HPN
HealthCare Partners Affiliates Medical GroupCalifornia
HealthCare Partners ASC-LB, LLCCaliforniaDaVita Medical Group-Surgery Center, Long Beach
HealthCare Partners ASC-LB, LLC
Optum Surgery Center


HealthCare Partners Management Services California, LLCDelawareHealthCare Partners Services, LLC
HealthCare Partners RE, LLCDelawareHealthCare Partners RE, LLC
Healthcare Solutions, Inc.DelawareOptum Healthcare Solutions of Georgia
HealthEast Surgery Center-Maplewood, LLCMinnesota
HealthFirst IPA, Inc.Colorado
HealthMarkets Group, Inc.Delaware
HealthMarkets Insurance Agency, Inc.Delaware
HealthMarkets Services, Inc.Delaware
HealthMarkets, Inc.Delaware
HealthMarkets, LLCDelaware
Healthplex America, LLCFlorida
Healthplex Dental Services, Inc.Florida
Healthplex I.P.A., Inc.New York
Healthplex Insurance CompanyNew 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 YorkHealthplex Management Services, Inc.
HealthScope Benefits, Inc.DelawareHEALTHSCOPE BENEFIT ADMINISTRATORS
HealthSCOPE Holdings, Inc.Delaware
Heartland Heart and Vascular, LLCDelaware
Help Seguros de Vida S.A.Chile
Help Service S.A.Chile
Help SpAChile
Hemonefro – Hemodiálise e Nefrologia LtdaBrazil
HFHS-SCA Holdings, LLCMichigan
Highlands Ranch Healthcare, LLCColoradoMedExpress Urgent Care
MedExpress Urgent Care Fort Collins Boardwalk Dr
MedExpress Urgent Care Glendale Leetsdale Dr
MedExpress Urgent Care Longmont S Main St
Optum Virtual Care
HMG Holding CorporationDelaware
HMG Holdings, LLCDelaware
HMP of Baltimore – USH, P.C.Maryland
Home Medical S.A.Chile
Honodav SpAChile
Hospice Inspiris Holdings, Inc.Tennessee
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
Hospitalist Medicine Physician of Broome County, PLLCNew York
Hospitalist Medicine Physician of New York - Binghamton, P.C.New York
Hospitalist Medicine Physician of New York - Buffalo, P.C.New York
Hospitalist Medicine Physician of New York - Newburgh, P.C.New York
Hospitalist Medicine Physician of New York - Nyack, P.C.New York
Hospitalist Medicine Physician of New York - Patchogue, P.C.New York
Hospitalist Medicine Physicians of Alabama – TCG, Inc.Alabama
Hospitalist Medicine Physicians of Alabama – TCS, Inc.Alabama
Hospitalist Medicine Physicians of Alaska – TCG, LLCAlaska
Hospitalist Medicine Physicians of Alaska – TCS, LLCAlaska
Hospitalist Medicine Physicians of Arizona - Goodyear, Inc.Arizona
Hospitalist Medicine Physicians of Arizona - Nogales, Inc.Arizona
Hospitalist Medicine Physicians of Arizona - Phoenix II, Inc.Arizona
Hospitalist Medicine Physicians of Arizona - Phoenix, Inc.Arizona
Hospitalist Medicine Physicians of Arizona - Sierra Vista, Inc.Arizona
Hospitalist Medicine Physicians of Arizona – TCG, Inc.Arizona
Hospitalist Medicine Physicians of Arizona – TCS, Inc.Arizona
Hospitalist Medicine Physicians of Arizona - Tucson II, Inc.Arizona
Hospitalist Medicine Physicians of Arizona - Tucson, Inc.Arizona
Hospitalist Medicine Physicians of Arkansas – TCG, PLLCArkansas
Hospitalist Medicine Physicians of Arkansas – TCS, PLLCArkansas
Hospitalist Medicine Physicians of Buncombe County, PLLCNorth Carolina
Hospitalist Medicine Physicians of California - Apple Valley, PCCalifornia
Hospitalist Medicine Physicians of California - Bakersfield, PCCalifornia
Hospitalist Medicine Physicians of California - Camarillo, PCCalifornia
Hospitalist Medicine Physicians of California - Crescent City, PCCalifornia
Hospitalist Medicine Physicians of California - Fairfield, PCCalifornia
Hospitalist Medicine Physicians of California - Fremont, PCCalifornia
Hospitalist Medicine Physicians of California - Grass Valley, PCCalifornia
Hospitalist Medicine Physicians of California - Jackson, PCCalifornia


Hospitalist Medicine Physicians of California - Oceanside, PCCalifornia
Hospitalist Medicine Physicians of California - Oxnard, PCCalifornia
Hospitalist Medicine Physicians of California - Salinas, PCCalifornia
Hospitalist Medicine Physicians of California - San Bernardino II, PCCalifornia
Hospitalist Medicine Physicians of California - San Bernardino, PCCalifornia
Hospitalist Medicine Physicians of California - San Leandro, PCCalifornia
Hospitalist Medicine Physicians of California - Sonoma, PCCalifornia
Hospitalist Medicine Physicians of California - Stockton II, PCCalifornia
Hospitalist Medicine Physicians of California - Stockton, PCCalifornia
Hospitalist Medicine Physicians of California – TCG, PCCalifornia
Hospitalist Medicine Physicians of California – TCS, PCCalifornia
Hospitalist Medicine Physicians of California - Thousand Oaks, PCCalifornia
Hospitalist Medicine Physicians of California - Vacaville, PCCalifornia
Hospitalist Medicine Physicians of California, Inc.California
Hospitalist Medicine Physicians of Colorado - Brighton, PCColorado
Hospitalist Medicine Physicians of Colorado - Denver, PCColorado
Hospitalist Medicine Physicians of Colorado – TCG, PCColorado
Hospitalist Medicine Physicians of Colorado – TCS, PCColorado
Hospitalist Medicine Physicians of Connecticut - Manchester, LLCConnecticut
Hospitalist Medicine Physicians of Connecticut - Rockville, LLCConnecticut
Hospitalist Medicine Physicians of Connecticut – TCG, LLCConnecticut
Hospitalist Medicine Physicians of Connecticut – TCS, LLCConnecticut
Hospitalist Medicine Physicians of Connecticut - Wallingford, LLCConnecticut
Hospitalist Medicine Physicians of Connecticut, LLCConnecticut
Hospitalist Medicine Physicians of DC – TCG, PCDistrict of Columbia
Hospitalist Medicine Physicians of DC – TCS, PCDistrict of Columbia
Hospitalist Medicine Physicians of DC, PCDistrict of Columbia
Hospitalist Medicine Physicians of Delaware – TCG, LLCDelaware
Hospitalist Medicine Physicians of Delaware – TCS, LLCDelaware
Hospitalist Medicine Physicians of Florida - Ft. Lauderdale, LLCFlorida
Hospitalist Medicine Physicians of Florida - Jacksonville II, LLCFlorida
Hospitalist Medicine Physicians of Florida - Jacksonville, LLCFlorida


Hospitalist Medicine Physicians of Florida - Palm Coast, LLCFlorida
Hospitalist Medicine Physicians of Florida – TCG, LLCFlorida
Hospitalist Medicine Physicians of Florida – TCS, LLCFlorida
Hospitalist Medicine Physicians of Fredericksburg, LLCVirginia
Hospitalist Medicine Physicians of Georgia - Atlanta, PCGeorgia
Hospitalist Medicine Physicians of Georgia - East Point, PCGeorgia
Hospitalist Medicine Physicians of Georgia - Lavonia, PCGeorgia
Hospitalist Medicine Physicians of Georgia - Savannah, PCGeorgia
Hospitalist Medicine Physicians of Georgia – TCG, PCGeorgia
Hospitalist Medicine Physicians of Georgia – TCS, PCGeorgia
Hospitalist Medicine Physicians of Hawaii - Kealakekua, Inc.Hawaii
Hospitalist Medicine Physicians of Hawaii – TCG, Inc.Hawaii
Hospitalist Medicine Physicians of Hawaii – TCS, Inc.Hawaii
Hospitalist Medicine Physicians of Idaho - Nampa, PLLCIdaho
Hospitalist Medicine Physicians of Idaho – TCG, PLLCIdaho
Hospitalist Medicine Physicians of Idaho – TCS, PLLCIdaho
Hospitalist Medicine Physicians of Illinois - Downers Grove, LLCIllinois
Hospitalist Medicine Physicians of Illinois - Elmhurst, LLCIllinois
Hospitalist Medicine Physicians of Illinois - Rockford, LLCIllinois
Hospitalist Medicine Physicians of Illinois – TCG, LLCIllinois
Hospitalist Medicine Physicians of Illinois – TCS, LLCIllinois
Hospitalist Medicine Physicians of Illinois - Winfield, LLCIllinois
Hospitalist Medicine Physicians of Indiana - Clinton, LLCIndiana
Hospitalist Medicine Physicians of Indiana - Mishawaka, LLCIndiana
Hospitalist Medicine Physicians of Indiana – TCG, LLCIndiana
Hospitalist Medicine Physicians of Indiana – TCS, LLCIndiana
Hospitalist Medicine Physicians of Indiana - Terre Haute, LLCIndiana
Hospitalist Medicine Physicians of Indiana, LLCIndiana
Hospitalist Medicine Physicians of Iowa - Cedar Rapids, PLLCIowa
Hospitalist Medicine Physicians of Iowa - Mason City, PLLCIowa
Hospitalist Medicine Physicians of Iowa – TCG, PLLCIowa
Hospitalist Medicine Physicians of Iowa – TCS, PLLCIowa
Hospitalist Medicine Physicians of Iowa, PLLCIowa
Hospitalist Medicine Physicians of Kansas – TCG, LLCKansas
Hospitalist Medicine Physicians of Kansas – TCS, LLCKansas
Hospitalist Medicine Physicians of Kansas - Topeka, LLCKansas


Hospitalist Medicine Physicians of Kansas - Wichita II, LLCKansas
Hospitalist Medicine Physicians of Kansas - Wichita, LLCKansas
Hospitalist Medicine Physicians of Louisiana - Alexandria, Inc.Louisiana
Hospitalist Medicine Physicians of Louisiana - Bossier City, Inc.Louisiana
Hospitalist Medicine Physicians of Louisiana - Lake Charles, Inc.Louisiana
Hospitalist Medicine Physicians of Louisiana - Shreveport, Inc.Louisiana
Hospitalist Medicine Physicians of Louisiana – TCG, Inc.Louisiana
Hospitalist Medicine Physicians of Louisiana – TCS, Inc.Louisiana
Hospitalist Medicine Physicians of Maine - Bangor, PLLCMaine
Hospitalist Medicine Physicians of Maine - Lewiston, PLLCMaine
Hospitalist Medicine Physicians of Maine – TCG, PLLCMaine
Hospitalist Medicine Physicians of Maine – TCS, PLLCMaine
Hospitalist Medicine Physicians of Maryland - Cheverly, PCMaryland
Hospitalist Medicine Physicians of Maryland - Cumberland, PCMaryland
Hospitalist Medicine Physicians of Maryland - Frederick, PCMaryland
Hospitalist Medicine Physicians of Maryland - Laurel, PCMaryland
Hospitalist Medicine Physicians of Maryland - Rockville, PCMaryland
Hospitalist Medicine Physicians of Maryland – TCG, PCMaryland
Hospitalist Medicine Physicians of Maryland – TCS, PCMaryland
Hospitalist Medicine Physicians of Maryland, P.C.Maryland
Hospitalist Medicine Physicians of Massachusetts - Brockton, PCMassachusetts
Hospitalist Medicine Physicians of Massachusetts - Dorchester, PCMassachusetts
Hospitalist Medicine Physicians of Massachusetts - Framingham, PCMassachusetts
Hospitalist Medicine Physicians of Massachusetts - Holyoke, PCMassachusetts
Hospitalist Medicine Physicians of Massachusetts - Natick, PCMassachusetts
Hospitalist Medicine Physicians of Massachusetts - Norwood, PCMassachusetts
Hospitalist Medicine Physicians of Massachusetts - Springfield, PCMassachusetts
Hospitalist Medicine Physicians of Massachusetts - Stoughton, PCMassachusetts
Hospitalist Medicine Physicians of Massachusetts - Taunton, PCMassachusetts
Hospitalist Medicine Physicians of Massachusetts – TCG, PCMassachusetts


Hospitalist Medicine Physicians of Massachusetts – TCS, PCMassachusetts
Hospitalist Medicine Physicians of Massachusetts - Worcester, PCMassachusetts
Hospitalist Medicine Physicians of Michigan - Alpena, PLLCMichigan
Hospitalist Medicine Physicians of Michigan - Dowagiac, PLLCMichigan
Hospitalist Medicine Physicians of Michigan - Escanaba, PLLCMichigan
Hospitalist Medicine Physicians of Michigan - Grand Blanc, PLLCMichigan
Hospitalist Medicine Physicians of Michigan - Grayling, PLLCMichigan
Hospitalist Medicine Physicians of Michigan - Kalamazoo, PLLCMichigan
Hospitalist Medicine Physicians of Michigan - Plainwell, PLLCMichigan
Hospitalist Medicine Physicians of Michigan - Port Huron, PLLCMichigan
Hospitalist Medicine Physicians of Michigan - Saginaw, PLLCMichigan
Hospitalist Medicine Physicians of Michigan - Tawas City, PLLCMichigan
Hospitalist Medicine Physicians of Michigan – TCG, PLLCMichigan
Hospitalist Medicine Physicians of Michigan – TCS, PLLCMichigan
Hospitalist Medicine Physicians of Michigan, PLLCMichigan
Hospitalist Medicine Physicians of Minnesota – TCG, LLCMinnesota
Hospitalist Medicine Physicians of Minnesota – TCS, LLCMinnesota
Hospitalist Medicine Physicians of Mississippi – TCG, Inc.Mississippi
Hospitalist Medicine Physicians of Mississippi – TCS, Inc.Mississippi
Hospitalist Medicine Physicians of Mississippi, LLCMississippi
Hospitalist Medicine Physicians of Missouri - Bridgeton, Inc.Missouri
Hospitalist Medicine Physicians of Missouri - Richmond Heights, Inc.Missouri
Hospitalist Medicine Physicians of Missouri – TCG, Inc.Missouri
Hospitalist Medicine Physicians of Missouri – TCS, Inc.Missouri
Hospitalist Medicine Physicians of Montana - Billings, PCMontana
Hospitalist Medicine Physicians of Montana - Butte, PCMontana
Hospitalist Medicine Physicians of Montana - Miles City, PCMontana
Hospitalist Medicine Physicians of Montana - Missoula, PCMontana
Hospitalist Medicine Physicians of Montana – TCG, PCMontana
Hospitalist Medicine Physicians of Montana – TCS, PCMontana
Hospitalist Medicine Physicians of Multiple Practice Sites, LLCDelaware


Hospitalist Medicine Physicians of Nebraska – TCG, LLCNebraska
Hospitalist Medicine Physicians of Nebraska – TCS, LLCNebraska
Hospitalist Medicine Physicians of Nevada - Henderson (Bessler), PLLCNevada
Hospitalist Medicine Physicians of Nevada - Henderson II (Bessler), PLLCNevada
Hospitalist Medicine Physicians of Nevada - Las Vegas (Bessler), PLLCNevada
Hospitalist Medicine Physicians of Nevada - Las Vegas II (Bessler), PLLCNevada
Hospitalist Medicine Physicians of Nevada – TCG (Bessler), PLLCNevada
Hospitalist Medicine Physicians of Nevada – TCS (Bessler), PLLCNevada
Hospitalist Medicine Physicians of New Hampshire – TCG, PLLCNew Hampshire
Hospitalist Medicine Physicians of New Hampshire – TCS, PLLCNew Hampshire
Hospitalist Medicine Physicians of New Jersey - Hackensack, PCNew Jersey
Hospitalist Medicine Physicians of New Jersey - Paterson, PCNew Jersey
Hospitalist Medicine Physicians of New Jersey - TCG, PCNew Jersey
Hospitalist Medicine Physicians of New Jersey – TCS, PCNew Jersey
Hospitalist Medicine Physicians of New Mexico - Clovis, LLCNew Mexico
Hospitalist Medicine Physicians of New Mexico - Rio Rancho, LLCNew Mexico
Hospitalist Medicine Physicians of New Mexico - TCG, LLCNew Mexico
Hospitalist Medicine Physicians of New Mexico - TCS, LLCNew Mexico
Hospitalist Medicine Physicians of New York, PLLCNew York
Hospitalist Medicine Physicians of North Carolina - Burlington, PCNorth Carolina
Hospitalist Medicine Physicians of North Carolina - Clyde, PCNorth Carolina
Hospitalist Medicine Physicians of North Carolina - Elizabeth City, PCNorth Carolina
Hospitalist Medicine Physicians of North Carolina - Jacksonville, PCNorth Carolina
Hospitalist Medicine Physicians of North Carolina - New Bern, PCNorth Carolina
Hospitalist Medicine Physicians of North Carolina - Rocky Mount, PCNorth Carolina
Hospitalist Medicine Physicians of North Carolina – TCG, PCNorth Carolina
Hospitalist Medicine Physicians of North Carolina – TCS, PCNorth Carolina
Hospitalist Medicine Physicians of North Carolina, PLLCNorth Carolina


Hospitalist Medicine Physicians of North Dakota – TCG, PLLCNorth Dakota
Hospitalist Medicine Physicians of North Dakota – TCS, PLLCNorth Dakota
Hospitalist Medicine Physicians of Ohio - Akron, Professional CorporationOhio
Hospitalist Medicine Physicians of Ohio - Batavia, Professional CorporationOhio
Hospitalist Medicine Physicians of Ohio - Canton, Professional CorporationOhio
Hospitalist Medicine Physicians of Ohio - Cincinnati II, Professional CorporationOhio
Hospitalist Medicine Physicians of Ohio - Cincinnati III, Professional CorporationOhio
Hospitalist Medicine Physicians of Ohio - Cincinnati, Professional CorporationOhio
Hospitalist Medicine Physicians of Ohio - Circleville, Professional CorporationOhio
Hospitalist Medicine Physicians of Ohio - Columbus II, Professional CorporationOhio
Hospitalist Medicine Physicians of Ohio - Columbus, Professional CorporationOhio
Hospitalist Medicine Physicians of Ohio - Dover, Professional CorporationOhio
Hospitalist Medicine Physicians of Ohio - East Liverpool, Professional CorporationOhio
Hospitalist Medicine Physicians of Ohio - Fairfield, Professional CorporationOhio
Hospitalist Medicine Physicians of Ohio - Martins Ferry, Professional CorporationOhio
Hospitalist Medicine Physicians of Ohio – TCG, Professional CorporationOhio
Hospitalist Medicine Physicians of Ohio – TCS, Professional CorporationOhio
Hospitalist Medicine Physicians of Ohio - Westerville, Professional CorporationOhio
Hospitalist Medicine Physicians of Ohio - Youngstown, Professional CorporationOhio
Hospitalist Medicine Physicians of Ohio, Professional CorporationOhio
Hospitalist Medicine Physicians of Oklahoma - Oklahoma City, LLCOklahoma
Hospitalist Medicine Physicians of Oklahoma – TCG, LLCOklahoma
Hospitalist Medicine Physicians of Oklahoma – TCS, LLCOklahoma
Hospitalist Medicine Physicians of Oregon - Portland, PCOregon
Hospitalist Medicine Physicians of Oregon – TCG, PCOregon
Hospitalist Medicine Physicians of Oregon – TCS, PCOregon
Hospitalist Medicine Physicians of Pennsylvania – TCG, PCPennsylvania
Hospitalist Medicine Physicians of Pennsylvania – TCS, PCPennsylvania
Hospitalist Medicine Physicians of Pennsylvania, P.C.Pennsylvania


Hospitalist Medicine Physicians of Rhode Island – TCG, LLCRhode Island
Hospitalist Medicine Physicians of Rhode Island – TCS, LLCRhode Island
Hospitalist Medicine Physicians of Richland County, Ltd.Ohio
Hospitalist Medicine Physicians of San Luis Obispo County, Inc.California
Hospitalist Medicine Physicians of South Carolina - Aiken, LLCSouth Carolina
Hospitalist Medicine Physicians of South Carolina - Rock Hill, LLCSouth Carolina
Hospitalist Medicine Physicians of South Carolina – TCG, LLCSouth Carolina
Hospitalist Medicine Physicians of South Carolina – TCS, LLCSouth Carolina
Hospitalist Medicine Physicians of South Dakota – TCG, LLCSouth Dakota
Hospitalist Medicine Physicians of South Dakota – TCS, LLCSouth Dakota
Hospitalist Medicine Physicians of Tennessee – Columbia, PCTennessee
Hospitalist Medicine Physicians of Tennessee – Franklin, PCTennessee
Hospitalist Medicine Physicians of Tennessee – TCG, PCTennessee
Hospitalist Medicine Physicians of Tennessee – TCS, PCTennessee
Hospitalist Medicine Physicians of Texas - Amarillo, PLLCTexas
Hospitalist Medicine Physicians of Texas - Atlanta, PLLCTexas
Hospitalist Medicine Physicians of Texas - Austin II, PLLCTexas
Hospitalist Medicine Physicians of Texas - Austin, PLLCTexas
Hospitalist Medicine Physicians of Texas - Bryan, PLLCTexas
Hospitalist Medicine Physicians of Texas - Burnet, PLLCTexas
Hospitalist Medicine Physicians of Texas - Corpus Christi II, PLLCTexas
Hospitalist Medicine Physicians of Texas - Corpus Christi, PLLCTexas
Hospitalist Medicine Physicians of Texas - Cypress, PLLCTexas
Hospitalist Medicine Physicians of Texas - Dallas, PLLCTexas
Hospitalist Medicine Physicians of Texas - El Paso II, PLLCTexas
Hospitalist Medicine Physicians of Texas - El Paso III, PLLCTexas
Hospitalist Medicine Physicians of Texas - El Paso, PLLCTexas
Hospitalist Medicine Physicians of Texas - Fort Worth II, PLLCTexas
Hospitalist Medicine Physicians of Texas - Fort Worth, PLLCTexas
Hospitalist Medicine Physicians of Texas - Fredericksburg, PLLCTexas


Hospitalist Medicine Physicians of Texas - Houston, PLLCTexas
Hospitalist Medicine Physicians of Texas - Humble, PLLCTexas
Hospitalist Medicine Physicians of Texas - Kerrville, PLLCTexas
Hospitalist Medicine Physicians of Texas - Kyle, PLLCTexas
Hospitalist Medicine Physicians of Texas - Livingston, PLLCTexas
Hospitalist Medicine Physicians of Texas - Lubbock, PLLCTexas
Hospitalist Medicine Physicians of Texas - Lufkin, PLLCTexas
Hospitalist Medicine Physicians of Texas - Mount Pleasant, PLLCTexas
Hospitalist Medicine Physicians of Texas - Plainview, PLLCTexas
Hospitalist Medicine Physicians of Texas - Rockwall, PLLCTexas
Hospitalist Medicine Physicians of Texas - Round Rock, PLLCTexas
Hospitalist Medicine Physicians of Texas - San Antonio II, PLLCTexas
Hospitalist Medicine Physicians of Texas - San Antonio III, PLLCTexas
Hospitalist Medicine Physicians of Texas - San Antonio IV, PLLCTexas
Hospitalist Medicine Physicians of Texas - San Antonio V, PLLCTexas
Hospitalist Medicine Physicians of Texas - San Antonio VI, PLLCTexas
Hospitalist Medicine Physicians of Texas - San Antonio VII, PLLCTexas
Hospitalist Medicine Physicians of Texas - San Antonio, PLLCTexas
Hospitalist Medicine Physicians of Texas - San Marcos, PLLCTexas
Hospitalist Medicine Physicians of Texas – TCG, PLLCTexas
Hospitalist Medicine Physicians of Texas – TCS, PLLCTexas
Hospitalist Medicine Physicians of Texas - Texarkana, PLLCTexas
Hospitalist Medicine Physicians of Texas - Tyler, PLLCTexas
Hospitalist Medicine Physicians of Texas, PLLCTexas
Hospitalist Medicine Physicians of Utah – TCG, LLCUtah
Hospitalist Medicine Physicians of Utah – TCS, LLCUtah
Hospitalist Medicine Physicians of Vermont – TCG, LLCVermont
Hospitalist Medicine Physicians of Vermont – TCS, LLCVermont
Hospitalist Medicine Physicians of Virginia - Alexandria, LLCVirginia
Hospitalist Medicine Physicians of Virginia - Front Royal II, LLCVirginia
Hospitalist Medicine Physicians of Virginia - Front Royal, LLCVirginia
Hospitalist Medicine Physicians of Virginia - Mechanicsville, LLCVirginia


Hospitalist Medicine Physicians of Virginia - Midlothian, LLCVirginia
Hospitalist Medicine Physicians of Virginia - Richmond II, LLCVirginia
Hospitalist Medicine Physicians of Virginia - Richmond, LLCVirginia
Hospitalist Medicine Physicians of Virginia – TCG, LLCVirginia
Hospitalist Medicine Physicians of Virginia – TCS, LLCVirginia
Hospitalist Medicine Physicians of Virginia - Winchester, LLCVirginia
Hospitalist Medicine Physicians of Virginia, LLCVirginia
Hospitalist Medicine Physicians of Washington - Arlington, PLLCWashington
Hospitalist Medicine Physicians of Washington - Auburn, PLLCWashington
Hospitalist Medicine Physicians of Washington - Bellingham, PLLCWashington
Hospitalist Medicine Physicians of Washington - Bremerton, PLLCWashington
Hospitalist Medicine Physicians of Washington - Burien, PLLCWashington
Hospitalist Medicine Physicians of Washington - Coupeville, PLLCWashington
Hospitalist Medicine Physicians of Washington - Enumclaw, PLLCWashington
Hospitalist Medicine Physicians of Washington - Federal Way, PLLCWashington
Hospitalist Medicine Physicians of Washington - Gig Harbor, PLLCWashington
Hospitalist Medicine Physicians of Washington - Lakewood, PLLCWashington
Hospitalist Medicine Physicians of Washington - Mount Vernon, PLLCWashington
Hospitalist Medicine Physicians of Washington - Puyallup, PLLCWashington
Hospitalist Medicine Physicians of Washington - Tacoma II, PLLCWashington
Hospitalist Medicine Physicians of Washington - Tacoma III, PLLCWashington
Hospitalist Medicine Physicians of Washington - Tacoma, PLLCWashington
Hospitalist Medicine Physicians of Washington – TCG, PLLCWashington
Hospitalist Medicine Physicians of Washington – TCS, PLLCWashington
Hospitalist Medicine Physicians of Washington - Vancouver, PLLCWashington
Hospitalist Medicine Physicians of Washington County, LLCPennsylvania
Hospitalist Medicine Physicians of West Virginia – Martinsburg, PLLCWest Virginia
Hospitalist Medicine Physicians of West Virginia – South Charleston, PLLCWest Virginia
Hospitalist Medicine Physicians of West Virginia – TCG, PLLCWest Virginia


Hospitalist Medicine Physicians of West Virginia – TCS, PLLCWest Virginia
Hospitalist Medicine Physicians of West Virginia – Wheeling, PLLCWest Virginia
Hospitalist Medicine Physicians of West Virginia, PLLCWest Virginia
Hospitalist Medicine Physicians of Wisconsin, Ltd.Wisconsin
Hospitalist Medicine Physicians of Wyoming - Casper, LLCWyoming
Hospitalist Medicine Physicians of Wyoming – TCG, LLCWyoming
Hospitalist Medicine Physicians of Wyoming – TCS, LLCWyoming
Hospitalists Management Group, LLCDelaware
Humedica, Inc.Delaware
Hygeia CorporationDelaware
Hygeia Corporation (Ontario)Ontario
IEC Holdings, LLCIndiana
IHD Holdings, LLCDelaware
Illinois Independent Care Network, LLCDelaware
Imagen Technologies, Inc.Delaware
Impel Consulting Experts, L.L.C.Texas
Impel Management Services, L.L.C.Texas
Indiana Care Organization, LLCIndiana
Indiana Endoscopy Centers, LLCIndiana
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, LLCTexasINOV8 Surgical
Inpatient Services, P.C.Colorado
Inpatient Specialists of California, P.C.California
inPharmative, Inc.Nevada
INSPIRIS of Texas Physician GroupTexasOptum Clinic
Optum Clinic + Medical Spa
Optum Clinic + Urgent Care
Inspiris, Inc.Delaware
Instituto Radium de Cammpinas LtdaBrazil
Inter-Hospital Physicians Association, Inc.OregonSuccess-Rx
The Portland IPA
International Healthcare Services, Inc.New Jersey
InTouch Pharmacy LLCGeorgia
Inversiones Clínicas Santa María SpAChile
Ironman Holdco, Inc.Delaware
Ironman Intermediate Holdco, LLCDelaware
Isapre Banmédica S.A.Chile
Johnston Surgicare, L.P.Rhode Island


Joliet Surgery Center Limited PartnershipIllinois
Jordan Ridge Family Medicine, LLCDelawareOptum Primary Care - Jordan Ridge
Joyable, Inc.Delaware
JPM Healthcare LLCDelaware
Kansal, Inc., A Professional CorporationCalifornia
Knox Diagnostic Imaging Center, LLCOhio
Kokomo Outpatient Surgery Center, LLCIndiana
La Esperanza del Perú S.A.Peru
Laboratorio ROE S.A.Peru
Laboratorios Médicos Amed Quilpué S.A.Chile
Landmark Group Holdings, LLCDelaware
Landmark Health Holdings, LLCDelaware
Landmark Health NY IPA, LLCNew York
Landmark Health NY PO, LLCDelaware
Landmark Health of California, LLCDelaware
Landmark Health of Massachusetts, LLCDelaware
Landmark Health of North Carolina, LLCNorth Carolina
Landmark Health of Oregon, LLCDelaware
Landmark Health of Pennsylvania, LLCDelaware
Landmark Health of Washington, LLCDelaware
Landmark Health Technologies Private LimitedKarnataka
Landmark Health, LLCDelaware
Landmark India, LLCDelaware
Landmark Intermediate Holdings, LLCDelaware
Landmark Medical of Idaho, PCIdaho
Landmark Medical of Massachusetts, PLLCMassachusetts
Landmark Medical of Tennessee, PCTennessee
Landmark MSO, LLCDelaware
Landmark Primary Care, LLCDelaware
Laser Acquisition Holdings III, LLCDelaware
LDI Holding Company, LLCDelawareLDI Diplomat Holding Company, LLC
LDI Management Services, LLCDelaware
Leehar Distributors, LLCDelawareCastiaRx
CastiaRx Administrators, LLC
CastiaRx of Missouri
CastiaRx Pharmacy
CastiaRx Specialty Pharmacy
Leehar Distributors Missouri, LLC
Lemhi Ventures Fund I, LPDelaware
Lemhi Ventures Fund II, LPDelaware
Level2 Medical Services, P.C. AlaskaAlaska
Lexington Surgery Center, Ltd.Kentucky
LGH-A/Golf ASTC, L.L.C.Illinois
Liberty Anesthesia Services, LLCIllinois
Lifeprint Accountable Care Organization, LLCDelaware


LifePrint Health, Inc.DelawareOptum
Optum Care Network-Arizona
Optum Care Networks-Arizona
Optum Community Center Layton
Optum Community Center Sandy
Optum Community Center West Valley
Optum Utah
OptumCare Medical Network
Optumcare Network of Indiana
OptumCare Network of Ohio
LifeWell. Ltd. Co.Georgia
Limestone Medical Center, LLCDelaware
Litomédica S.A.Colombia
Logan Surgical Suites, LLCUtah
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
Loyola Ambulatory Surgery Center at Oakbrook, L.P.Illinois
Lusíadas - Parcerias Cascais, S.A.Portugal
Lusíadas A.C.E.Portugal
Lusíadas Algarve, S.A.Portugal
Lusíadas, S.A.Portugal
Lusíadas, SGPS, S.A.Portugal
Lutheran Campus ASC, LLCColorado
Main Line Spine Surgery Center, LLCPennsylvania
MAMSI Life and Health Insurance CompanyMaryland
Managed Care of North America, Inc.FloridaMCNA Dental Plans
Managed Physical Network, Inc.New York
Mansfield Endoscopy Center, LLCTexas
March Holdings, Inc.California
March Vision Care IPA, Inc.New York
March Vision Care of Texas, Inc.Texas
March Vision Care, Inc.California
Marin Health Ventures, LLCCalifornia
Marin Specialty Surgery Center, LLCCalifornia
Marin Surgery Holdings, Inc.Delaware
Marlin Holding Company LLCDelaware
Maryland Ambulatory Centers, LLCMaryland
Maryland-SCA Centers, LLCDelaware
Massachusetts Assurance Company, Ltd. PICGrand Cayman
Massachusetts Avenue Surgery Center, LLCMaryland
McKenzie Surgery Center, L.P.Tennessee
MCNA Health Care Holdings, LLCFlorida
MCNA Insurance CompanyTexasMCNA Dental Plans
MCNA Systems Corp.Florida
MD Ops, Inc.CaliforniaCHIEF
Community Health Information Exchange Foundation
MD-Individual Practice Association, Inc.Maryland


ME AHS UC LLCDelaware
MedExpress Primary Care West Virginia, Inc.West Virginia
MedExpress Urgent Care Alabama, LLCAlabama
MedExpress Urgent Care Maine, Inc.MaineOptum Virtual Care
MedExpress Urgent Care New Hampshire, Inc.New Hampshire
MedExpress Urgent Care of Boynton Beach, LLCFloridaMedExpress Urgent Care - Boca Raton
MedExpress Urgent Care - Coral Springs
MedExpress Urgent Care - Palm Beach Gardens
MedExpress Urgent Care - Royal Palm Beach
MedExpress Urgent Care, Inc. - OhioOhio
Medical Clinic of North Texas PLLCTexasUSMD Physician Services
Medical Hilfe S.A.Chile
Medical Support Los Angeles, Inc.California
Medical Surgical Centers of America, Inc.Delaware
Medical Transportation Services, LLCFloridaMTS
MedSynergies, LLCDelaware
Melbourne Surgery Center, LLCGeorgia
Memorial City Holdings, LLCDelaware
Memorial City Partners, LLCDelaware
Memorial Houston Surgery Center, LLCTexas
MemorialCare Surgical Center at Orange Coast, LLCCalifornia
MemorialCare Surgical Center at Saddleback, LLCCalifornia
Mesquite Liberty, LLCNevada
Metro I Stone Management, Ltd.Texas
MGH/SCA, LLCCalifornia
MHC Real Estate Holdings, LLCCalifornia
Miami Surgery Center, LLCDelaware
Midlands Orthopaedics Surgery Center, LLCSouth Carolina
Midwest Center for Day Surgery, LLCIllinois
Mid-West National Life Insurance Company of TennesseeTexas
Mile High SurgiCenter, LLCColorado
Mississippi Medical Plaza, L.C.Nebraska
Mobile Medical Services of New Jersey, PCNew Jersey
Mobile-SC, LTD.Alabama
Modality Accountable Care Organisation LimitedEngland
Moen, M.D., P.C.California
Mohawk Surgery Center, LLCFlorida
Monarch Management Services, Inc.DelawareAdvanced Geriatric Care & Family Practice Associates
Optum
Montgomery Surgery Center Limited PartnershipMaryland
Monument Health, LLCColorado
Moore Orthopaedic Clinic Outpatient Surgery Center, LLCSouth Carolina
Morris County Surgical Center, LLCNew Jersey
MSLA Management LLCDelaware
Mt. Pleasant Surgery Center, L.P.Tennessee
Multiangio Ltda.Brazil


Murrells Inlet ASC, LLCSouth Carolina
Muskogee Surgical Investors, LLCOklahoma
Mustang Razorback Holdings, Inc.Delaware
My Wellness Solutions, LLCDelaware
NAMM Holdings, Inc.Delaware
Naperville Surgical Centre, LLCIllinois
National Foundation Life Insurance CompanyTexas
National Pacific Dental, Inc.Texas
National Surgery Centers, LLCDelaware
Navigator Health, Inc.Delaware
naviHealth Care at Home, LLCDelaware
naviHealth Coordinated Care SC, P.C.Michigan
naviHealth Coordinated Care, LLCDelaware
naviHealth Holdings, LLCDelaware
naviHealth Michigan HBPC, P.C.Michigan
naviHealth SM Holdings, Inc.Delaware
naviHealth, Inc.Delaware
Nebraska Spine Hospital, LLCNebraska
Neighborhood Health Partnership, Inc.Florida
Netwerkes, LLCTennessee
Nevada Pacific DentalNevada
New Orleans Regional Physician Hospital Organization, L.L.C.LouisianaPeoples Health
Peoples Health Network
New West Physicians, Inc.ColoradoElk Ridge Family Medicine
HEALTHFIRST PHYSICIANS
New West Physicians
Physician Alliance of the Rockies
New York Proton Management, LLCNew York
Newton Holdings, LLCDelaware
Niagara Hospitalist, P.C.New York
Nomad Buyer, Inc.Delaware
North American Medical Management California, Inc.Tennessee
North Coast Surgery Center, Ltd., a California Limited PartnershipCalifornia
North Dallas Surgical Center, LLCDelaware
North Kitsap Ambulatory Surgery Center, LLCWashington
North Puget Sound Oncology Equipment Leasing Company, LLCWashington
Northern Nevada Health Network, Inc.Nevada
Northern Rockies Surgery Center, L.P.Tennessee
Northern Rockies Surgicenter, Inc.Montana
Northern Utah Surgery Center, LLCUtah
Northwest Hills JV Partners, LLCTexas
Northwest Medical Group Alliance, LLCWashington
Northwest Spine and Laser Surgery Center LLCOregonNW Spine and Laser Surgery Center
Northwest Surgicare, LLCDelaware
Northwest Surgicare, Ltd., an Illinois Limited PartnershipIllinois
NPN IPA Washington, PLLCWashington


NSC Channel Islands, LLCCalifornia
NSC Greensboro West, LLCDelaware
NSC Greensboro, LLCDelaware
NSC Lancaster, LLCDelaware
NSC Seattle, Inc.Washington
NSC Upland, LLCDelaware
OC Cardiology Practice Partners, LLCDelaware
OCC MSO, LLCDelaware
Omesa SpAChile
OmniClaim, LLCDelaware
Oncocare S.A.C.Peru
One World SurgeryIllinois
Ophthalmology Surgery Center of Dallas, LLCTexas
Optimum Choice, Inc.MarylandUnitedHealthcare
Optum Bank, Inc.UtahExante Bank, Inc.
OptumHealth Bank, Inc.
Optum Biometrics, Inc.Illinois
Optum Care Networks, Inc.DelawareOptum Care Network of Ohio
Optum Care Network of Oregon
Optum Care Networks of Kentucky
OptumCare Network of Connecticut
Optum Care of New York Management, Inc.New York
Optum Care Services CompanyTennessee
Optum Care, Inc.DelawareMedExpress Payroll Arkansas
Optum Clinics Holdings, Inc.Delaware
Optum Clinics Intermediate Holdings, Inc.Delaware
Optum Compounding Services, LLCArizona
Optum Digital Health Holdings, LLCDelaware
Optum Direct To Consumer, Inc.Delaware
Optum Financial, Inc.Delaware
Optum Frontier Therapies Holdings, LLCDelaware
Optum Frontier Therapies II, LLCNevada
Optum Frontier Therapies, LLCMichiganAlaska Business License #2143853
Optum Genomics, Inc.Delaware
Optum Global Solutions (India) Private LimitedTelangana
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.DelawareEvercare Hospice
Evercare Hospice and Palliative Care
Evercare Hospice and Palliative Care of Colorado Springs
Evercare Hospice and Palliative Care of Denver
Evercare Palliative Care
Evercare Palliative Services
Evercare Palliative Services of Colorado Springs
Evercare Palliative Services of Denver
Evercare Palliative Services of Dover
Evercare Palliative Services of Vienna


Optum Growth Partners, LLCDelaware
Optum Health & Technology (Hong Kong) LimitedHong Kong
Optum Health & Technology (India) Private LimitedKarnataka
Optum Health & Technology (Singapore) Pte. Ltd.Singapore
Optum Health & Technology (US), LLCMissouri
Optum Health & Technology Holdings (US), Inc.Missouri
Optum Health & Technology Serviços do Brasil Ltda.Brazil
Optum Health and Technology FZ-LLCDubai
Optum Health Plan of CaliforniaDelawareDaVita Healthcare Partners Plan, Inc.
Optum Health Services (Canada) Ltd.British ColumbiaInterlock Employee and Family Assistance
Optum International
Optum Health Solutions (Australia) Pty LtdVictoriaOptum
Optum International
OptumInsight
Optum Health Solutions (UK) LimitedUnited Kingdom
Optum Healthcare of Illinois, Inc.Georgia
Optum Hospice Pharmacy Services, LLCDelawareHospiScript Services
Optum Hospice Pharmacy Services
Optum Hospice Pharmacy Services Administrator
Optum Infusion Services 100, Inc.New YorkAdvanced Care of New Jersey Inc.
Optum Infusion Services 101, Inc.New York
Optum Infusion Services 103, LLCDelaware
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.GeorgiaAxelaCare
Optum Infusion Services 301, LPOklahomaAxelaCare
Optum Infusion Services 302, LLCNebraska
Optum Infusion Services 305, LLCDelawareOptum Services 305, LLC
Optum Infusion Services 308, LLCArizonaAxelaCare
Optum Infusion Services 401, LLCCalifornia
Optum Infusion Services 402, LLCCalifornia
Optum Infusion Services 403, LLCCalifornia
Optum Infusion Services 404, LLCOregon
Optum Infusion Services 500, Inc.DelawareAlaska Business License #2120394
Optum Infusion Services 500
Optum Services 500, Inc.
Optum Infusion Services 501, Inc.Delaware
Optum Infusion Services 550, LLCDelawareOptum Services 550, LLC
Optum Infusion Services 551, LLCConnecticutDiplomat Specialty Infusion Group
Optum Infusion Services 553, LLCNorth CarolinaDiplomat Specialty Infusion Group
Optum Infusion Services 554, Inc.New YorkDiplomat Specialty Infusion Group


Optum Insurance of Ohio, Inc.Ohio
Optum Labs Topaz, Inc.Delaware
Optum Labs, Inc.Phillipines
Optum Labs, LLCDelawareQuery Lab
QueryRx
UnitedHealth Group Research & Development
Optum Life Sciences (Canada) Inc.Ontario
Optum Management Consulting (Shanghai) Co., Ltd.China
Optum Networks of New Jersey, Inc.DelawareOptumCare Network of New Jersey
OrthoNet of the Mid-Atlantic
Optum of New York, Inc.New York
Optum Operations (Ireland) Unlimited CompanyIreland
Optum Oregon MSO, LLCDelaware
Optum Palliative and Hospice Care of Pennsylvania, Inc.TennesseeEvercare Hospice & Palliative Care
Optum Palliative and Hospice Care of Texas, Inc.TennesseeEvercare Hospice & Palliative Care
Optum Perks LLCDelaware
Optum Pharma Services Holdings, Inc.Delaware
Optum Pharmacy 601, LLCFlorida
Optum Pharmacy 700, LLCDelawareBriovaRx Specialty
Optum Pharmacy 701, LLCDelawareAlaska Business License #2143945
Optum Pharmacy 702, LLCIndiana
Optum Pharmacy 704, Inc.Texas
Optum Pharmacy 705, LLCAlabama
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.DelawareOptumServe Community Care Services
Optum Rocket, LLCDelaware
Optum SCA CS JV Holdings, LLCDelaware
Optum Senior Services, LLCAlabamaSeniorScript
Optum Services (Ireland) LimitedDublin
Optum Services (Puerto Rico) LLCPuerto Rico
Optum Services, Inc.Delaware
Optum Solutions UK Holdings LimitedUnited Kingdom
Optum Technology, LLCDelaware
Optum UK Solutions Group LimitedUnited Kingdom
Optum Venture Global Partners II, LPDelaware
Optum Venture Global Partners, LPDelaware
Optum Venture Partners II, LPDelaware
Optum Venture Partners III, LPDelaware
Optum Venture Partners, LPDelaware
Optum Washington Network, LLCWashington
Optum Women's and Children's Health, LLCDelaware


Optum, Inc.Delaware
Optum360 Services, Inc.Delaware
Optum360 Solutions, LLCDelaware
Optum360, LLCDelaware
OptumCare ACO New Mexico, LLCDelawareNM Care ACO, LLC
OptumCare ACO West, LLCDelaware
OptumCare Clinical Trials, LLCDelawareHCP Clinical Research
HCP Clinical Research, LLC
OptumCare Colorado ASC, LLCColoradoDigestive Disease Endoscopy
Optum Digestive Disease
Optum Endoscopy
OptumCare Colorado Springs, LLCColoradoColorado Springs Health Partners
Digestive Disease Clinic
Optum
Optum Digestive Disease
OptumCare Colorado, LLCColoradoHealthCare Partners Colorado, LLC
OptumCare Endoscopy Center New Mexico, LLCNew Mexico
OptumCare Florida CI, LLCDelaware
OptumCare Florida, LLCDelawareAmeridrug
Apopka Family Medicine
Associated Family Medicine Sabal Palm
DaVita Medical Florida
DaVita Medical Group
DaVita Medical Group - North Westmonte
DaVita Medical Group Florida
DaVita Pharmacy
HCP Care Partners
Healthcare Partners Georgia
JSA Best Group
JSA Healthcare Corporation
JSA Medical Group Bayway
JSA Medical Group Northeast
JSA Medical Group Skyway
Lake Mary Family Medicine
Northside Family Medicine
Optum
South Seminole Family Medicine
Tuscawilla Family Medicine
OptumCare Holdings Colorado, LLCColorado
OptumCare Holdings, LLCCaliforniaDaVita Medical California
DaVita Medical Holdings California, LLC
HealthCare Partners Holdings, LLC
OptumCare Management, LLCCaliforniaHealthCare Partners
HealthCare Partners, LLC
Magan Medical Clinic
Optum
OptumCare New Mexico, LLCDelawareABQ Health Partners, LLC
DaVita Medical Group
OptumCare New York IPA, Inc.New York
OptumCare Portland, LLCOregonGreenField Health System, LLC
OptumCare South Florida, LLCFloridaDaVita Medical Group
DaVita Medical Group Florida
Optum
OptumCare Specialty Practices, LLCDelaware
OptumHealth Care Solutions, LLCDelaware
OptumHealth Holdings, LLCDelaware
OptumHealth International B.V.Netherlands
OptumInsight Holdings, LLCDelaware


OptumInsight India Private LimitedTamil Nadu
OptumInsight Life Sciences, Inc.DelawareInnovus
QualityMetric Incorporated
OptumInsight, Inc.DelawareIngenix
Ingenix, Inc.
Optum
OptumRx Administrative Services, LLCTexasAlaska Business License #2143946
OptumRx Discount Card Services, LLCDelawareAlaska Business License #1039765 (qualification)
OptumRx Group Holdings, Inc.Delaware
OptumRx Health Solutions, LLCDelaware
OptumRx Holdings I, LLCDelaware
OptumRx Holdings, LLCDelaware
OptumRx Home Delivery of Ohio, LLCOhioOptumRx at Nationwide
OptumRx of Ohio
OptumRx IPA III, Inc.New York
OptumRx NY IPA, Inc.New York
OptumRx of Pennsylvania, LLCDelawareFutureScripts Secure
OptumRx PBM of Illinois, Inc.Delaware
OptumRx PBM of Maryland, LLCNevadaAlaska Business License #1048672
OptumRx PBM Administrator of Maryland
OptumRx PBM of Pennsylvania, LLCPennsylvaniaFutureScripts
OptumRx PBM of Wisconsin, LLCWisconsinOptumRx PBM Administrator of Wisconsin
OptumRx PD of Pennsylvania, LLCPennsylvania
OptumRx Pharmacy of Nevada, Inc.NevadaCulinary
Culinary Pharmacy
OptumRx Pharmacy, Inc.Delaware
OptumRx, Inc.CaliforniaAlaska Business License #2084085 FirstLine Medical
Alaska Business License #2108686 FirstLine Benefits
Alaska Business License 2084037 (qualification)
Alaska Business License 969517 (OptumRx)
FirstLine Benefits
FristLine Medical
OptumRx
OptumRx PBM Administrator of California
OptumRx Pharmacy at Collins Aerospace
OptumRx, Inc.
OptumServe Health Services, Inc.WisconsinLHI
Logistics Health
Logistics Health, Inc.
OptumServe Health Services, Inc.
OptumServe Technology Services, Inc.MarylandOptum
Optum, Inc.
QSSI
Quality Software Services
Quality Software Services, Inc.
Oregon Healthcare Resources, LLCOregon
Oregon Outpatient Surgery Center, LLCOregon
Orlando Center for Outpatient Surgery, L.P.Georgia
Orthology Inc.Delaware


OrthoNet Holdings, Inc.Delaware
OrthoNet LLCNew YorkOrthoNet of New York
OrthoNet New York IPA, Inc.New York
OrthoNet of the South, Inc.Delaware
OrthoNet West, Inc.Delaware
Orthopedic Center of Palm Beach County, LLCFlorida
Orthopedic Surgery Center of Palm Beach County, LLCFlorida
Orthopro Management, LLCFlorida
OrthoWest MSO, LLCDelaware
OSB – Tecnologia e Serviços de Suporte Lda.Paraná
Ovations, Inc.Delaware
Owensboro Ambulatory Surgical Facility, Ltd.Kentucky
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 LLCDelawareOxford Agency - Oxford Health Plans Inc.
P2P Link, LLCDelaware
Pacific Cardiovascular Associates Medical Group, Inc.California
Pacific Casualty Company, Inc.Hawaii
PacifiCare Life and Health Insurance CompanyIndianaUnitedHealthOne
PacifiCare Life Assurance CompanyColoradoUnitedHealthOne
PacifiCare of Arizona, Inc.ArizonaPacifiCare
Secure Horizons
PacifiCare of Colorado, Inc.ColoradoComprecare, Inc.
Secure Horizons
Pacífico S.A. Entidad Prestadora de SaludPeru
Panama City Surgery Center, LLCFlorida
Park Hill Surgery Center, LLCTexas
Parkway Surgery Center, LLCDelaware
Patient Care Associates, L.L.C.New Jersey
Patrimonio Autónomo Nueva ClínicaColombia
Payment Resolution Services, LLCTennesseeAIM HEALTHCARE SERVICES
PCCCV, Inc.California
Peninsula Eye Surgery Center, LLCCalifornia
Penzo Enterprises, LLCDelaware
Peoples Health, Inc.Louisiana
Perham Physical Therapy, LTDMinnesota
Perimeter Center for Outpatient Surgery, L.P.Georgia
Pharmaceutical Technologies, LLCNebraska
PHC Subsidiary Holdings, LLCTexas
Physician Alliance of the Rockies, LLCColorado
Physicians Day Surgery Center, LLCFlorida
Physicians Health Choice of Texas, LLCTexasPhysicians Health Choice
Physicians Health Plan of Maryland, Inc.Maryland
Physicians' Surgery Center of Downey, LLCCalifornia


Pinnacle III, LLCColorado
Plano de Saúde Ana Costa Ltda.Brazil
Plus One Health Management Puerto Rico, Inc.Puerto Rico
Plus One Holdings, Inc.Delaware
PMI Acquisition, LLCDelaware
PMSI Holdings, LLCDelaware
PMSI Settlement Solutions, LLCFloridaOptum Settlement Solutions
PMSI, LLCFloridaOptum
Optum Workers Compensation Services of Florida
Pocono Ambulatory Surgery Center, LimitedPennsylvania
Polar II Fundo de Investimento em Participações MultiestratégiaBrazil
Polo Holdco, LLCDelaware
POMCO Network, Inc.New York
POMCO, Inc.New YorkEM Risk Management
Pomco
Pomco Group Benefit Administrators
Pomerado Outpatient Surgical Center, Inc.California
Pomerado Outpatient Surgical Center, L.P.California
Post-Acute Care Center for Research, LLCDelaware
PPH Holdings, LLCDelaware
PPH Management Company, L.L.C.Delaware
PPH-Columbia, Inc.Delaware
PPH-Gardendale, Inc.Delaware
Practice Partners in Healthcare, LLCDelaware
Preferred Care Network of Florida, Inc.Florida
Preferred Care Network, Inc.Florida
Preferred Care Partners Holding, Corp.Florida
Preferred Care Partners Medical Group, Inc.Florida
Preferred Care Partners, Inc.Florida
PreferredOne Administrative Services, Inc.MinnesotaPreferredOne
PreferredOne Insurance CompanyMinnesota
Premier Choice ACO, Inc.California
Premier Surgery Center of Louisville, L.P.Tennessee
Premiere Medical Resources, LLCDelaware
Presidio Surgery Center, LLCCalifornia
Prime Health, Inc.NevadaMed One Works
PrimeCare Medical Network, Inc.California
PrimeCare of Citrus Valley, Inc.California
PrimeCare of Corona, Inc.California
PrimeCare of Hemet Valley, Inc.California
PrimeCare of Inland Valley, Inc.California
PrimeCare of Moreno Valley, Inc.California
PrimeCare of Redlands, Inc.California
PrimeCare of Riverside, Inc.California
PrimeCare of San Bernardino, Inc.California
PrimeCare of Sun City, Inc.California


PrimeCare of Temecula, Inc.California
PrimeDoc of Richmond, P.C.Virginia
PrimeDoc St. Francis, P.C.Virginia
Procura Management, Inc.DelawareOptum Managed Care Services
Professional Coverage Services, PLLCTennessee
Progressive Enterprises Holdings, Inc.Delaware
Progressive Medical, LLCOhioOptum Workers Compensation Services of Ohio
PMI Medical Solutions, LLC
PMI Solutions, LLC
Progressive Medical Solutions, LLC
Progressive Medical, LLC of Ohio
ProHEALTH Care Associates of New Jersey LLPNew Jersey
ProHEALTH Care Associates, L.L.P.New York
ProHEALTH Medical Management, LLCDelaware
ProHealth Physicians ACO, LLCConnecticut
ProHealth Physicians, Inc.Connecticut
ProHealth Proton Center Management, LLCDelaware
ProHealth/CareMount Dental Management, LLCNew York
Promotora Country S.A.Colombia
Pronounced Health Solutions, Inc.Delaware
Prosemedic S.A.C.Peru
Prospero Benefits Management, LLCDelaware
Prospero Care Management, LLCDelaware
Prospero Management Services, LLCDelaware
Providence & SCA Development, LLCDelaware
Providence & SCA Off-Campus Holdings, LLCDelaware
Providence & SCA On-Campus Holdings, LLCDelaware
Providence & SCA Outreach Markets Holdings, LLCDelaware
PS Center, LLCCalifornia
Pulse Platform, LLCDelaware
QoL Acquisition Holdings Corp.Delaware
R Cubed, Inc.Tennessee
RABessler, M.D., P.C.Nevada
Rally Health, Inc.Delaware
Real Appeal, Inc.Delaware
Redding Surgery Center, LLCCalifornia
Redlands Ambulatory Surgery CenterCalifornia
Redlands-SCA Surgery Centers, Inc.California
Reliant Medical Group The Endoscopy Center, LLCMassachusetts
Reliant Medical Group, Inc.Massachusetts
Reliant MSO, LLCDelaware
ReMedics, LLCDelaware
Research Surgical Center LLCColoradoSurgical Center of the Rockies
Resonancia Magnética de Colombia Ltda.Colombia
Resonancia Magnética del Country S.A.Colombia
RightCare Solutions, Inc.Delaware
River Valley ASC, LLCConnecticut


Riverside Corporate Wellness, LLCWisconsin
Riverside Electronic Healthcare Resources, Inc.California
Riverside Medical Management, LLCDelaware
Riverside Surgical Center of Meadowlands, LLCNew JerseyRiverside Surgical Center of Rutherford
Riverside Surgical Center of Newark, LLCNew Jersey
Robert A. Bessler, MD, PLLCNevada
ROC Surgery LLCIndiana
Rockville Eye Surgery Center, LLCMarylandPalisades Eye Surgery Center
Rocky Mountain Health Maintenance Organization, IncorporatedColoradoRocky Mountain Health Plans
Rocky Mountain HMO
ROCS Holdings, LLCIndiana
Rush Oak Brook Surgery Center, LLCIllinois
RX Ricardo Campos Ltda.Brazil
Sacred Heart ASC, LLCFloridaSummit Surgery Center
Saden S.A.Chile
Sage Medical, Prof. LLCSouth Dakota
Salem JV Holdings, LLCDelaware
Salem Surgery Center, LLCOregon
Salveo Specialty Pharmacy, Inc.Delaware
San Diego Endoscopy CenterCalifornia
San Diego Sports and Minimally Invasive Surgery Center, LLCDelaware
San Francisco Endoscopy Center LLCCalifornia
San Luis Obispo Surgery Center, a California Limited PartnershipCalifornia
Sand Lake SurgiCenter, LLCFloridaSand Lake Surgery Center
Santa Barbara Endoscopy Center, LLCCalifornia
Santa Cruz Endoscopy Center, LLCCalifornia
Santa Helena Assistência Médica S.A.Brazil
Santa Rosa Surgery Center, L.P.Tennessee
Santos Administração e Participações S.A.Brazil
Sanvello Health Holdings, LLCDelaware
Sanvello Health Inc.Delaware
Sanvello Health LimitedUnited Kingdom
SC Affiliates, LLCDelaware
SCA AHN JV Holdings, LLCDelaware
SCA Alaska Surgery Center, Inc.Alaska
SCA Athens, LLCDelaware
SCA Austin Holdings, LLCDelaware
SCA Austin Medical Center Holdings, LLCDelaware
SCA Aventura Holdings, LLCDelaware
SCA Bloomfield Holdings, LLCDelaware
SCA BOSC Holdings, LLCDelaware
SCA Cedar Park Holdings, LLCDelaware
SCA Clifton, LLCDelaware
SCA Colorado Springs Holdings, LLCDelaware
SCA Community Service FoundationAlabama
SCA Cottonwood Holdings, LLCDelaware


SCA Danbury Surgical Center, LLCDelaware
SCA Denver Holdings, LLCDelaware
SCA Development, LLCDelaware
SCA Duluth Holdings, LLCDelaware
SCA Duncanville Holdings, LLCDelaware
SCA Duncanville MSO, LLCTexas
SCA eCode Solutions Private LimitedUttar Pradesh
SCA Englewood Holdings, LLCDelaware
SCA ESSC Holdings, LLCDelaware
SCA Global One Holdings, LLCDelaware
SCA Greenway Holdings, LLCDelaware
SCA Grove Creek Holdings, LLCDelaware
SCA Guilford Holdings, LLCDelaware
SCA Hays Holdings, LLCDelaware
SCA Health Value Enterprise, LLCDelaware
SCA Heartland Holdings, LLCDelaware
SCA High Point Holdings, LLCDelaware
SCA HoldCo, Inc.Delaware
SCA Holding Company, Inc.Delaware
SCA Holdings, Inc.California
SCA IEC Holdings, LLCDelaware
SCA Indiana Holdings, LLCDelaware
SCA Lutheran Holdings, LLCDelaware
SCA Maple Grove Holdings, LLCDelaware
SCA Mohawk Holdings, LLCDelaware
SCA Murrells Inlet, LLCDelaware
SCA Northern Utah Holdings, LLCDelaware
SCA Northwest Holdings, LLCDelaware
SCA of Clarksville, Inc.Tennessee
SCA Outside New Jersey, LLCDelaware
SCA Pacific Holdings, Inc.California
SCA Pacific Surgery Holdings, LLCDelaware
SCA Palisades Holdings, LLCDelaware
SCA Pennsylvania Holdings, LLCDelaware
SCA Pinnacle Holdings, LLCDelaware
SCA Premier Surgery Center of Louisville, LLCDelaware
SCA Providence Holdings, LLCDelaware
SCA Rockledge JV, LLCDelaware
SCA ROCS Holdings, LLCDelaware
SCA Rush Oak Brook Holdings, LLCDelaware
SCA Sage Medical MSO, LLCDelaware
SCA Sage Medical, LLCDelaware
SCA San Diego Holdings, LLCDelaware
SCA Skyway Holdings, LLCDelaware


SCA South Ogden Holdings, LLCDelaware
SCA Southwestern PA, LLCDelaware
SCA Specialists of Florida, LLCDelaware
SCA Specialty Holdings of Connecticut, LLCDelaware
SCA SSSC Holdings, LLCDelaware
SCA Stonegate Holdings, LLCDelaware
SCA Surgery Holdings, LLCDelaware
SCA Surgicare of Laguna Hills, LLCDelaware
SCA Teammate Support NetworkAlabama
SCA West Health Holdings, LLCDelaware
SCA Westgreen Holdings, LLCDelaware
SCA Woodbury Holdings, LLCDelaware
SCA-Albuquerque Surgery Properties, Inc.New Mexico
SCA-Alliance, LLCDelaware
SCA-Anne Arundel, LLCDelaware
SCA-AppleCare Partners, LLCDelaware
SCA-Bethesda, LLCDelaware
SCA-Blue Ridge, LLCDelaware
SCA-Bonita Springs, LLCDelaware
SCA-Brandon, LLCDelaware
SCA-Castle Rock, LLCDelaware
SCA-Central Florida, LLCDelaware
SCA-Charleston, LLCDelaware
SCA-Chatham, LLCDelaware
SCA-Chevy Chase, LLCDelaware
SCA-Citrus, Inc.Tennessee
SCA-Colonial Partners, LLCDelaware
SCA-Colorado Springs, LLCDelaware
SCA-Connecticut Partners, LLCDelaware
SCA-Davenport, LLCDelaware
SCA-Denver Physicians Holdings, LLCColorado
SCA-Denver, LLCDelaware
SCA-Derry, LLCDelaware
SCA-Doral, LLCDelaware
SCA-Downey, LLCDelaware
SCA-Dry Creek, LLCDelaware
SCA-Dublin, LLCDelaware
SCA-Encinitas, Inc.Delaware
SCA-Eugene, Inc.Tennessee
SCA-First Coast, LLCDelaware
SCA-Florence, LLCDelaware
SCA-Fort Collins, Inc.Colorado
SCA-Fort Walton, Inc.Tennessee
SCA-Franklin, LLCDelaware


SCA-Frederick, LLCDelaware
SCA-Freeway Holdings, LLCDelaware
SCA-Ft. Myers, LLCDelaware
SCA-Gainesville, LLCDelaware
SCA-Gladiolus, LLCDelaware
SCA-Glenwood Holdings, LLCDelaware
SCA-Grants Pass, LLCDelaware
SCA-Grove Place, LLCDelaware
SCA-Hagerstown, LLCDelaware
SCA-Hamden, LLCDelaware
SCA-Hilton Head, LLCDelaware
SCA-Honolulu, LLCDelaware
SCA-Houston Executive, LLCDelaware
SCAI Holdings, LLCDelaware
SCA-Illinois, LLCDelaware
SCA-IT Holdings, LLCDelaware
SCA-JPM Holdings, LLCDelaware
SCA-Kissing Camels Holdings, LLCDelaware
SCA-Main Street, LLCDelaware
SCA-Marina del Rey, LLCCalifornia
SCA-MC VBP, Inc.Delaware
SCA-Mecklenburg Development Corp.North Carolina
SCA-Memorial City, LLCDelaware
SCA-Memorial, LLCDelaware
SCA-Merritt, LLCDelaware
SCA-Midlands, LLCDelaware
SCA-Midway Management, LLCIllinois
SCA-Mobile, LLCDelaware
SCA-Mokena, LLCDelaware
SCA-Morris Avenue, LLCDelaware
SCA-Morris County, LLCDelaware
SCA-Mt. Pleasant, LLCDelaware
SCA-Naperville, LLCDelaware
SCA-Naples, LLCDelaware
SCA-New Jersey, LLCDelaware
SCA-Newport Beach, LLCCalifornia
Scanner Centromed S.A.Chile
SCA-Northeast Georgia Health, LLCTennessee
SCA-Palm Beach MSO Holdings, LLCDelaware
SCA-Palm Beach, LLCDelaware
SCA-Panama City Holdings, LLCDelaware
SCA-Paoli, LLCDelaware
SCA-Phoenix, LLCDelaware
SCA-Pocono, LLCDelaware


SCA-Portland, LLCDelaware
SCA-Practice Partners Holdings, LLCDelaware
SCA-River Valley, LLCDelaware
SCA-Riverside Partners, LLCDelaware
SCA-Riverside, LLCDelaware
SCA-Rockville, LLCDelaware
SCA-Sacred Heart Holdings, LLCDelaware
SCA-San Diego, Inc.Delaware
SCA-San Luis Obispo, LLCDelaware
SCA-Sand Lake, LLCDelaware
SCA-Santa Rosa, Inc.Nevada
SCA-Somerset, LLCDelaware
SCA-South Jersey, LLCDelaware
SCA-Sparta, LLCDelaware
SCA-Spartanburg Holdings, LLCDelaware
SCA-St. Louis Holdings, LLCDelaware
SCA-St. Louis, LLCDelaware
SCA-St. Lucie, LLCDelaware
SCA-Surgicare, LLCDelaware
SCA-SwiftPath, LLCDelaware
SCA-Verta, LLCDelaware
SCA-VLR Holdings Company, LLCDelaware
SCA-Wake Forest, LLCDelaware
SCA-Western Connecticut, LLCDelaware
SCA-Westover Hills, LLCDelaware
SCA-Winchester, LLCDelaware
SCA-Winter Park, Inc.Tennessee
SCA-Woodlands Holdings, LLCDelaware
SCLHS-SCA Holdings, LLCDelaware
SCP Specialty Infusion, LLCDelaware
Seashore Surgical Institute, L.L.C.New Jersey
Seisa Serviços Integrados de Saúde Ltda.Brazil
Senate Street Surgery Center, LLCIndiana
Senior Benefits, L.L.C.Arizona
Serquinox Holdings LLCDelaware
Servicios de Entrenamiento en Competencias Clínicas Ltda.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
Serviclínica Inmobiliaria S.A.Chile
Serviclínica S.A. (Ex Los Leones, La Calera)Chile
Servisalud Inmobiliaria S.A.Chile
Servisalud S.A. (Ex Los Carrera, Quilpué)Chile


Shark Holdings, P.C.California
SHC Atlanta, LLCDelaware
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
Sierra Health Services, Inc.Nevada
Sierra Health-Care Options, Inc.Nevada
Sierra Home Medical Products, Inc.NevadaSouthwest Medical Associates, Inc.
Southwest Medical Pharmacy & Home Medical Equipment
THC of Nevada
Sierra Nevada Administrators, Inc.Nevada
Sistema de Administración Hospitalaria S.A.C.Peru
SJ East Campus ASC, LLCColoradoDenver Convalescent & Recovery Center
Denver Surgery Center
Small Business Insurance Advisors, Inc.Texas
Sobam – Centro Médico Hospitalar S.A.Brazil
Sociedad de Inversiones Santa María SpAChile
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 CompanyNew 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 Tennessee, Inc.Tennessee
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, LLCDelaware
Somerset Outpatient Surgery, L.L.C.New Jersey
Sound Inpatient Physicians – Michigan, PLLCMichigan
Sound Inpatient Physicians Medical Group, Inc.California
Sound Inpatient Physicians of Ohio, LLCOhio
Sound Inpatient Physicians of Texas I, Inc.Texas
Sound Inpatient Physicians, Inc.Delaware
Sound Intensivists of Nevada (RBessler, M.D.), PLLCNevada


Sound Kenwood Hospitalists of Cincinnati, Inc.Ohio
Sound Kenwood Hospitalists of Cincinnati, LLCOhio
Sound Physicians Advisory Services, Inc.Delaware
Sound Physicians Alaska Hospitalist Group, LLCDelaware
Sound Physicians Anesthesiology of Texas, PLLCTexas
Sound Physicians Emergency Medicine of Arizona, Inc.Arizona
Sound Physicians Emergency Medicine of Georgia, P.C.Georgia
Sound Physicians Emergency Medicine of Illinois, LLCIllinois
Sound Physicians Emergency Medicine of Kansas, LLCKansas
Sound Physicians Emergency Medicine of Kentucky, PLLCKentucky
Sound Physicians Emergency Medicine of Louisiana, Inc.Louisiana
Sound Physicians Emergency Medicine of Michigan, PLLCMichigan
Sound Physicians Emergency Medicine of Nevada (Bessler), PLLCNevada
Sound Physicians Emergency Medicine of South Carolina, LLCSouth Carolina
Sound Physicians Emergency Medicine of Southern California, P.C.California
Sound Physicians Emergency Medicine of Texas, PLLCTexas
Sound Physicians Emergency Medicine of Washington, PLLCWashington
Sound Physicians Emergency Medicine of West Virginia, PLLCWest Virginia
Sound Physicians Holdings, LLCDelaware
Sound Physicians Intensivists of Arizona, Inc.Arizona
Sound Physicians Intensivists of Georgia, PCGeorgia
Sound Physicians Intensivists of South Carolina, LLCSouth Carolina
Sound Physicians Intensivists of Virginia, LLCVirginia
Sound Physicians Intensivists of Washington, PLLCWashington
Sound Physicians of Florida IV, LLCFlorida
Sound Physicians of Georgia III, P.C.Georgia
Sound Physicians of Hawaii, Inc.Hawaii
Sound Physicians of Idaho, PLLCIdaho
Sound Physicians of Illinois, LLCIllinois
Sound Physicians of Indiana, LLCIndiana
Sound Physicians of Iowa, PLLCIowa
Sound Physicians of Kankakee, Illinois, LLCIllinois
Sound Physicians of Massachusetts II, P.C.Massachusetts
Sound Physicians of Massachusetts, Inc.Massachusetts
Sound Physicians of New Jersey, LLCNew Jersey
Sound Physicians of New York, PLLCNew York
Sound Physicians of North Carolina, PLLCNorth Carolina
Sound Physicians of South Carolina, LLCSouth Carolina
Sound Physicians of Wyoming, LLCWyoming
Sound Physicians Palliative Care of Maryland, P.C.Maryland
Sound Physicians Telemedicine, Inc.Delaware


South Arlington Surgical Providers, LLCTexas
South County Surgical Center, LLCMissouri
South Sound Inpatient Physicians, PLLCMassachusetts
Southern California Medical Practice Concepts, LLCCalifornia
Southland Hospitalists, P.C.Tennessee
Southwest Medical Associates, Inc.NevadaOptumCare
OptumCare Community Center
Sierra Home Medical Products, Inc.
Southwest Hospitalist Services Group
Southwest Medical Pharmacy & Home Medical Equipment
Southwest Michigan Health Network Inc.Michigan
Southwest Surgery Center, LLCIllinois
Southwest Surgical Center, LLCMinnesotaOrthopaedic Institute Surgery Center
Space Coast Surgical Center, Ltd.FloridaMerritt Island Surgery Center
Spartanburg Surgery Center, LLCSouth Carolina
Specialists in Urology Surgery Center, LLCFlorida
Specialized Pharmaceuticals, Inc.Pennsylvania
Specialty Benefits, LLCDelawareEyeFit
EyeFit Vision Center
EyeFit Vision Centers
Specialty Billing Solutions, LLCColorado
Specialty Surgical Center, LLCNew Jersey
Spectera of New York, IPA, Inc.New York
Spectera, Inc.Maryland
Sports and Spinal Physical Therapy, Inc.District of Columbia
SRPS, LLCDelaware
SSSC Holdings, LLCIndiana
St. Cloud Outpatient Surgery, Ltd., a Minnesota Limited PartnershipMinnesota
St. Cloud Surgical Center, LLCDelaware
St. Louis Cardiovascular Institute, LLCMissouri
St. Louis Specialty Surgical Center, LLCMissouri
Stonegate JV Partners, LLCTexas
Stonegate Surgery Center, L.P.Texas
Summer Street ASC, LLCConnecticut
SunSurgery, LLCDelaware
Surgery Center at Cherry Creek, LLCColorado
Surgery Center at Cottonwood, LLCUtah
Surgery Center at Grove Creek, LLCUtah
Surgery Center at Kissing Camels, LLCColorado
Surgery Center at South Ogden, LLCUtah
Surgery Center at St. Vincent, LLCOregon
Surgery Center Holding, LLCDelaware
Surgery Center of Boca Raton, Inc.Florida
Surgery Center of Colorado Springs, LLCDelaware
Surgery Center of Des Moines, LLCDelaware
Surgery Center of Easton, LLCDelaware
Surgery Center of Ellicott City, Inc.Delaware


Surgery Center of Fairfield County, LLCDelaware
Surgery Center of Fort Collins, LLCColorado
Surgery Center of Lexington, LLCDelaware
Surgery Center of Louisville, LLCDelaware
Surgery Center of Maui, LLCDelaware
Surgery Center of Mt. Scott, LLCOregon
Surgery Center of Muskogee, LLCDelaware
Surgery Center of Rockville, L.L.C.Maryland
Surgery Center of Southern Pines, LLCDelaware
Surgery Center of The Woodlands, LLCTexas
Surgery Centers of Des Moines, Ltd., an Iowa Limited PartnershipIowa
Surgery Centers-West Holdings, LLCDelaware
Surgical Care Affiliates Political Action CommitteeAlabama
Surgical Care Affiliates, LLCDelaware
Surgical Care Partners of Melbourne, LLCDelaware
Surgical Caregivers of Fort Worth, LLCTexas
Surgical Center of Greensboro, LLCNorth Carolina
Surgical Center of San Diego, LLCCalifornia
Surgical Center of South Jersey, Limited PartnershipNew Jersey
Surgical Center of Tuscaloosa Holdings, LLCAlabama
Surgical Eye Experts, LLCMassachusetts
Surgical Health Of Orlando, LLCFlorida
Surgical Health, LLCDelaware
Surgical Hospital Holdings of Oklahoma, LLCDelaware
Surgical Management Solutions, LLCDelaware
Surgicare of Central Jersey, LLCNew Jersey
Surgicare of Jackson, LLCDelaware
Surgicare of Jackson, Ltd., a Mississippi Limited PartnershipMississippi
Surgicare of Joliet, Inc.Illinois
Surgicare of La Veta, Inc.California
Surgicare of La Veta, Ltd., a California Limited PartnershipCalifornia
Surgicare of Minneapolis, LLCDelaware
Surgicare of Minneapolis, Ltd., a Minnesota Limited PartnershipMinnesota
Surgicare of Mobile, LLCDelaware
Surgicare of Mobile, Ltd.Alabama
Surgicare of Oceanside, Inc.California
Surgicare of Owensboro, LLCDelaware
Surgicare of Salem, LLCDelaware
Surgicare, LLCIndiana
Surgicenters of Southern California, Inc.California
SVHS-SCA Florida JV, LLCDelaware
Symphonix Health Holdings LLCDelaware
T.M. Carr, M.D., P.C.Tennessee


TeamMD Holdings, Inc.Delaware
TeamMD Iowa, Inc.Delaware
TeamMD Physicians of Texas, Inc.TexasUnitedHealthcare Alief Clinic
TeamUP Insurance Services, Inc.California
Tecnología de Información en Salud S.A.Chile
Texas Health Craig Ranch Surgery Center, LLCTexas
Texas Health Flower Mound Orthopedic Surgery Center, LLCTexas
Texas Health Orthopedic Surgery Center Alliance, LLCTexas
Texas Health Surgery Center Alliance, LLCTexas
Texas Health Surgery Center Bedford, LLCTexas
Texas Health Surgery Center Chisholm Trail, LLCTexas
Texas Health Surgery Center Irving, LLCTexas
Texas Health Surgery Center Las Colinas, LLCTexas
Texas Health Surgery Center Preston Plaza, LLCTexas
Texas Health Surgery Center Rockwall, LLCTexas
Texas Health Surgery Center Southwest Fort Worth, LLCTexas
Texas Health Surgery Center Waxahachie, LLCTexas
Texas Health Surgery Center Willow Park, LLCTexas
The Advisory Board CompanyDelawareThe Delaware Advisory Board Company
The Alaska Hospitalist Group, LLCAlaska
The Chesapeake Life Insurance CompanyOklahoma
The Eye Surgery Center of the Carolinas, L.P.North Carolina
The Intensivist Group of Langhorne, LLCPennsylvania
The Lewin Group, Inc.North CarolinaLewin
The Outpatient Surgery Center of Hilton Head, LLCSouth Carolina
The Polyclinic MSO, LLCDelaware
The Surgery Center of Easton, L.P.Tennessee
The Surgical Center of Connecticut, LLCConnecticut
The Surgical Center of the Treasure Coast, L.L.C.Florida
Thomas Johnson Surgery Center, LLCMaryland
Three Rivers Holdings, Inc.Delaware
Three Rivers Surgical Care, L.P.Tennessee
THR-SCA Holdings, LLCTexas
Tmesys, LLCFlorida
Topimagem Diagnóstico por Imagem Ltda.Brazil
Trails Edge Surgery Center, LLCFlorida
Trauma Surgery Affiliates, LLCTexas
Travel Express IncorporatedMaryland
Treasure Valley Emerald Properties, LLCDelaware
Treasure Valley Hospital Limited PartnershipIdaho
Tri-City Medical Center ASC Operators, LLCCalifornia
Tri-County Surgery Center, LLCPennsylvania
Trinity Cardiovascular Care, PLLCTexas
Tufts Health Freedom Insurance CompanyNew HampshireTufts Health Freedom Plan
UnitedHealthcare Freedom Plans
Tufts Health Freedom Plans, Inc.Delaware
Tuscaloosa Surgical Center, L.P.Alabama


U.S. Behavioral Health Plan, CaliforniaCaliforniaOptumHealth Behavioral Solutions of California
UCSD Ambulatory Surgery Center, LLCDelaware
UCSD Center for Surgery of Encinitas, L.P.California
UCSD Surgical Center of San Diego, LLCCalifornia
UCSD-SCA Holdings I, LLCDelaware
UCSD-SCA Holdings II, LLCDelaware
UHC Finance (Ireland) Unlimited CompanyDublin
UHC International Services, Inc.Delaware
UHC of CaliforniaCaliforniaPacifiCare
PacifiCare of California
Secure Horizons
UnitedHealthcare of California
UHCG – FZEDubai
UHCG Holdings (Ireland) LimitedIreland
UHCG Services (Ireland) LimitedIreland
UHG Brasil Participações S.A.Brazil
UHG Holdings UK IV LimitedUnited Kingdom
UHG Holdings UK V LimitedEngland
UHG Holdings UK VI LimitedUnited Kingdom
UHIC Holdings, Inc.DelawareOneNet PPO
UMR, Inc.DelawareFiserv Health - Wausau Benefits
Unidad Médica Diagnóstico S.A.Colombia
Unimerica Insurance CompanyWisconsinUnimerica Life Insurance Company
Unimerica Life Insurance Company of New YorkNew York
Unison Health Plan of Delaware, Inc.DelawareUnitedHealthcare Community Plan
United Behavioral HealthCaliforniaLife Strategies
Optum Idaho
OptumHealth Behavioral Solutions
Plan 21, Incorporated
Plan 21, INCORPORATED
United Behavioral Health (Inc.)
United Behavioral Health, Inc.
United Behavioral Health of New York, I.P.A., Inc.New York
United Group Reinsurance, Inc.Grand Turk
United Health FoundationMinnesota
United HealthCare Services, Inc.MinnesotaAmeriChoice
EverCare
Evercare
Health Professionals Review
Healthmarc
HealthPro
Institute for Human Resources
UHC Management Company
UHC Management Company, Inc.
United HealthCare Corporation
United HealthCare Management Company, Inc.
United HealthCare Management Services
United HealthCare Services of Minnesota
United HealthCare Services of Minnesota, Inc.
United Resource Networks
United Resource Networks, Inc.
UnitedHealthcare
UnitedHealthcare MedicareStore


United in Advancing Health Equity FoundationMinnesota
United Medical Park ASC, LLCIowa
United Resource Networks IPA of New York, Inc.New York
UnitedHealth Advisors, LLCMaineUHA Insurance Agency, LLC
UnitedHealthcare
UnitedHealth Group Employee Assistance FundMinnesota
UnitedHealth Group IncorporatedDelaware
UnitedHealth Group International Finance (Ireland) Unlimited CompanyIreland
UnitedHealth International, Inc.Delaware
UnitedHealth Military & Veterans Services, LLCDelaware
UnitedHealthcare Benefits of Texas, Inc.TexasUnitedHealthcare Health Plan of Texas, Inc.
UnitedHealthcare Benefits Plan of CaliforniaCalifornia
UnitedHealthcare Children's Foundation, Inc.Maryland
UnitedHealthcare Community Plan of California, Inc.California
UnitedHealthcare Community Plan of Georgia, Inc.Georgia
UnitedHealthcare Community Plan of Ohio, Inc.OhioUnitedHealthcare Community Plan
UnitedHealthcare Community Plan of Texas, L.L.C.Texas
UnitedHealthcare Community Plan, Inc.Michigan
UnitedHealthcare Consulting & Assistance Service (Beijing) Co., Ltd.China
UnitedHealthcare Europe S.á r.l.Luxembourg
UnitedHealthcare Global Medical (UK) LimitedUnited Kingdom
UnitedHealthcare Insurance CompanyConnecticutUnitedHealthcare Community Plan of Texas
UnitedHealthcare Insurance Company of AmericaIllinois
UnitedHealthcare Insurance Company of IllinoisIllinois
UnitedHealthcare Insurance Company of New YorkNew York
UnitedHealthcare Insurance Company of the River ValleyIllinois
UnitedHealthcare Insurance Designated Activity CompanyIreland
UnitedHealthcare Integrated Services, Inc.ArizonaUnitedHealthcare Community Plan
UnitedHealthcare International Asia, LLCDelaware
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 VII S.à r.l.Luxembourg
UnitedHealthcare International VIII S.à r.l.Luxembourg
UnitedHealthcare International X S.à r.l.Luxembourg
UnitedHealthcare Life Insurance CompanyWisconsin
UnitedHealthcare of Alabama, Inc.Alabama
UnitedHealthcare of Arizona, Inc.Arizona
UnitedHealthcare of Arkansas, Inc.ArkansasComplete Health
UnitedHealthcare of Colorado, Inc.ColoradoMetraHealth Care Plan


UnitedHealthcare of Florida, Inc.FloridaCommunity and State Plan of Florida
UnitedHealthcare Community Plan
UnitedHealthcare Community Plan of Florida
UnitedHealthcare of Georgia, Inc.GeorgiaUnited HealthCare of Georgia
UnitedHealthcare of Illinois, Inc.IllinoisUnitedHealthcare Community Plan of Minnesota
UnitedHealthcare of Kentucky, Ltd.Kentucky
UnitedHealthcare of Louisiana, Inc.LouisianaUnitedHealthcare 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 YorkUnitedHealthcare Community Plan
UnitedHealthcare of North Carolina, Inc.North Carolina
UnitedHealthcare of Ohio, Inc.Ohio
UnitedHealthcare of Oklahoma, Inc.OklahomaPacifiCare
PacifiCare Health Options
PacifiCare of Oklahoma
Secure Horizons
UnitedHealthcare Community Plan of Oklahoma
UnitedHealthcare of Oregon, Inc.Oregon
UnitedHealthcare of Pennsylvania, Inc.PennsylvaniaUnitedHealthcare Community Plan for Families
UnitedHealthcare Community Plan for Kids
UnitedHealthcare Community Plan of Pennsylvania
UnitedHealthcare Dual Complete
UnitedHealthcare of South Carolina, Inc.South Carolina
UnitedHealthcare of Texas, Inc.Texas
UnitedHealthcare of the Mid-Atlantic, Inc.MarylandUnitedHealthcare 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.UtahUnitedHealthcare of Idaho, Inc.
UnitedHealthcare of Washington, Inc.WashingtonPacifiCare
Secure Horizons
UnitedHealthcare
UnitedHealthcare Community Plan
UnitedHealthcare of Wisconsin, Inc.Wisconsin
UnitedHealthcare Parekh Insurance TPA Private LimitedMaharashtra
UnitedHealthcare Plan of the River Valley, Inc.Illinois
UnitedHealthcare Service LLCDelaware
UnitedHealthcare Specialty Benefits, LLCMaineUnitedHealthcare Specialty Benefits
WorkUp, LLC
UnitedHealthcare, Inc.Delaware
Unity Health Network, LLCDelaware
UPHT-SCA Holdings, LLCDelaware
Upland Holdings, LLCCalifornia
Upland Outpatient Surgical Center, L.P.California
Urgent Care Holdings, Inc.Delaware


Urgent Care MSO, LLCDelaware
Urology Associates of North Texas, P.L.L.C.Texas
USHEALTH Academy, Inc.Texas
USHEALTH Administrators, LLCDelaware
USHEALTH Advisors, LLCTexas
USHEALTH Career Agency, Inc.Delaware
USHEALTH Funding, Inc.Delaware
USHEALTH Group, Inc.Delaware
USMD Administrative Services, L.L.C.Texas
USMD Affiliated ServicesTexasUSMD Physician Services
USMD ASC IV1, LLCTexas
USMD ASC IV2, LLCTexas
USMD Holdings, Inc.Delaware
USMD Hospital at Arlington, L.P.Texas
USMD Hospital at Fort Worth, L.P.Texas
USMD Inc.Texas
USMD PPM, LLCTexas
Valley Hospital, L.L.C.Washington
Valley Physicians Network, Inc.California
Vascular Labs of the Rockies ASC, LLCDelaware
Vascular Labs of the Rockies, PLLCColorado
Verta Management Services, LLCDelaware
Via Vitae MSO, LLCDelaware
Vida Integra S.p.A.Chile
Vida Tres S.A.Chile
Virtua-SCA Holdings II, LLCDelaware
Virtua-SCA Holdings, LLCNew Jersey
Vivify Health Canada, Inc.British Columbia
Vivify Health, Inc.Delaware
VPay Benefits CorporationTexas
VPay Intermediate Holdings, LLCDelaware
VPay, Inc.Texas
Wake Forest Ambulatory Ventures, LLCNorth Carolina
Walnut Creek Endoscopy Center LLCCalifornia
Walnut Hill Surgery Center, LLCTexas
Wauwatosa Outpatient Surgery Center, LLCDelaware
Wauwatosa Surgery Center, LLCDelaware
Wayland Square Surgicare Acquisition, L.P.Rhode Island
Wayland Square Surgicare GP, Inc.Rhode Island
Waypoint Minnesota PCMinnesota


WellMed Medical Management of Florida, Inc.FloridaOptum of Hialeah
Optum of Little Havana
Optum of Red Road
Optum of Westchester
WellMed at 9th Ave North
WellMed at Apollo Beach
WellMed at Apollo Beach Blvd.
WellMed at Apopka
WellMed at Bartow
WellMed at Bay Area
WellMed at Bayside
WellMed at Brandon Regional
WellMed at Carrollwood
WellMed at Countryway
WellMed at Countryway Blvd.
WellMed at Cypress Village Blvd.
WellMed at Cyprus Village
WellMed at Davenport
WellMed at Deltona
WellMed at Downtown Clearwater
WellMed at Dr. Phillips
WellMed at Elk Mountain
WellMed at Elk Mountain Dr
WellMed at Flamingo
WellMed at Fort Pierce
WellMed at Gunn
WellMed at Gunn Hwy.
WellMed at Haines City
WellMed at Haverford
WellMed at Haverford Ave.
WellMed at Hillmoor
WellMed at Kenwood
WellMed at Lake Copeland
WellMed at Lakeshore
WellMed at Lakewood
WellMed at Lawnwood
WellMed at Linbaugh
WellMed at Linebaugh Ave.
WellMed at Longwood
WellMed at N. Tamiami Trail
WellMed at New Tampa
WellMed at North Carrollwood
WellMed at North Florida Ave.
WellMed at Oak Commons
WellMed at Pelican
WellMed at Piper
WellMed at Plant City - Family Practice Center
WellMed at Port St. Lucie West
WellMed at Sandlake Commons
WellMed at Sanford
WellMed at SE Lakeland
WellMed at Sebastian
WellMed at Semoran
WellMed at Sheldon
WellMed at Sheldon Rd.
WellMed at South Habana
WellMed at South Stuart
WellMed at Sun City Plaza
WellMed at Sun Lake
WellMed at Tarpon Springs
WellMed at Trinity
WellMed at Wesley Chapel
WellMed Medical Group
WellMed Medical Management, Inc.Texas
West Coast Endoscopy Holdings, LLCDelaware
Western Connecticut Orthopedic Surgical Center, LLCConnecticut


Westgreen Surgical Center, LLCTexasHouston Orthopedic & Spine Surgery Center
WestHealth JV Holdings, LLCDelaware
WestHealth Surgery Center, LLCMinnesota
WESTMED Practice Partners LLCDelaware
Wilson Creek Surgical Center, LLCTexas
Winchester Endoscopy, LLCIllinois
Winter Park Surgery Center, L.P.Tennessee
Winter Park, LLCTennessee
Woodbury Surgery Center, LLCMinnesota
XAS Infusion Suites, Inc.TexasDiplomat Specialty Infusion Group
XLHealth CorporationMarylandXLHealth
XLHealth Corporation India Private LimitedKarnataka

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. 333-174436, 333-174437, 333-193962, 333-205826, 333-221642, 333-224253, 333-224254, 333-234018, 333-236349, 333-238854, 333-260604 and 333-260606 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 15, 2022, 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, 2021.

/S/ DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
February 15, 2022

EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dannette L. Smith, 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, 2021 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/ Richard T. Burke/s/ F. William McNabb III
Richard T. BurkeF. William McNabb III
DirectorDirector
Dated: February 15, 2022
Dated: February 15, 2022
/s/ Timothy P. Flynn/s/ Valerie C. Montgomery Rice, M.D.
Timothy P. FlynnValerie C. Montgomery Rice, M.D.
DirectorDirector
Dated: February 15, 2022
Dated: February 15, 2022
/s/ Paul R. Garcia/s/ John H. Noseworthy, M.D.
Paul R. GarciaJohn H. Noseworthy, M.D.
DirectorDirector
Dated: February 15, 2022
Dated: February 15, 2022
/s/ Stephen J. Hemsley/s/ Gail R. Wilensky, Ph.D.
Stephen J. HemsleyGail R. Wilensky, Ph.D.
DirectorDirector
Dated: February 15, 2022
Dated: February 15, 2022
/s/ Michele J. Hooper
Michele J. Hooper
Director
Dated: February 15, 2022

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 15, 2022
/s/    ANDREW P. WITTY
 Andrew P. Witty
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 15, 2022
/s/ JOHN F. REX
 John F. Rex
Executive Vice President and Chief Financial Officer

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, 2021 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 15, 2022
/s/    ANDREW P. WITTY
 Andrew P. Witty
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, 2021 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 15, 2022
/s/ JOHN F. REX
 John F. Rex
Executive Vice President and Chief Financial Officer