What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-02-28 compared with 2023-02-24 · 77 added, 92 removed, 1002 unchanged (14% of the section changed)

38 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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

Medical Care Services Incurred but not Reported (IBNR) - Refer to Notes 2 and 7 to the financial statements.

Critical Audit Matter Description

Medical costs payable includes estimates of the Company’s obligations for medical care services rendered on behalf of insured consumers, for which claims have either not yet been received or processed.

These estimates are referred to as incurred but not reported (IBNR) claim liabilities.

At December 31, 2022, the Company’s IBNR balance was $20 billion.

The Company develops IBNR estimates using an actuarial model that requires management to exercise certain judgments in developing its estimates.

The Company develops estimates for medical care services incurred but not reported (IBNR) using an actuarial model that requires management to exercise certain judgments in developing its estimates.

Judgments made by management include medical cost per member per month trend factors and completion factors, which include assumptions over the time from date of service to claim receipt, the impact of actual care activity, and processing cycles.

We identified the IBNR claim liability as a critical audit matter because of the significant assumptions made by management in estimating the liability.

This required complex auditor judgment, and an increased extent of effort, including the involvement of actuarial specialists in performing procedures to evaluate the reasonableness of management’s methods, assumptions and judgments in developing the liability.

We identified medical care services IBNR as a critical audit matter because it requires significant management assumptions in estimating 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.

Our audit procedures related to medical care services IBNR included the following, among others:

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

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

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

• With the assistance of actuarial specialists, we evaluated the reasonableness of the actuarial methods and assumptions used by management to estimate IBNR for these services 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.

– Developing an independent estimate of the IBNR for these services and comparing our estimate to management’s estimate.

– Performing a retrospective review comparing management’s prior year estimate of IBNR to claims processed in 2023 with dates of service in 2022 or prior.

19 unchanged sentences

Property, equipment and capitalized software, net of accumulated depreciation and amortization of $ 7,039 and $ 6,930

11,450 10,128

Goodwill 103,732 93,352

63 unchanged sentences

Net earnings $ 23,144 $ 20,639 $ 17,732

Other comprehensive loss:

Gross unrealized (losses) gains on investment securities during the period ( 4,292 ) ( 1,028 ) 1,058

Other comprehensive income (loss):

Gross unrealized gains (losses) on investment securities during the period 1,139 ( 4,292 ) ( 1,028 )

Income tax effect ( 263 ) 984 248

Total unrealized (losses) gains, net of tax ( 3,308 ) ( 780 ) 805

Gross reclassification adjustment for net realized losses (gains) included in net earnings 139 ( 173 ) ( 75 )

Total unrealized gains (losses), net of tax 876 ( 3,308 ) ( 780 )

Gross reclassification adjustment for net realized (gains) losses included in net earnings ( 90 ) 139 ( 173 )

Income tax effect 21 ( 32 ) 40

2 unchanged sentences

Total foreign currency translation gains (losses) 559 192 ( 657 )

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

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

Comprehensive income 24,510 17,630 16,162

9 unchanged sentences

Interests Total

(in millions) Shares Amount Net Unrealized Gains (Losses) on Investments Foreign Currency Translation (Losses) Gains

(in millions, except per share data) Shares Amount Net Unrealized Gains (Losses) on Investments Foreign Currency Translation (Losses) Gains

Balance at January 1, 2021 946 $ 10 $ — $ 69,295 $ 1,336 $ ( 5,150 ) $ 2,837 $ 68,328

Adjustment to adopt ASU 2016-13 ( 28 ) ( 28 )

17,285 360 17,645

Other comprehensive income (loss) 747 ( 983 ) ( 236 )

Other comprehensive loss ( 913 ) ( 657 ) ( 1,570 )

Issuances of common stock, and related tax effects

10 unchanged sentences

20,120 406 20,526

Other comprehensive loss ( 913 ) ( 657 ) ( 1,570 )

Other comprehensive (loss) gains ( 3,201 ) 192 ( 3,009 )

Issuances of common stock, and related tax effects

8 — 1,100 1,100

Share-based compensation

7 unchanged sentences

22,381 575 22,956

Other comprehensive (loss) gains ( 3,201 ) 192 ( 3,009 )

Other comprehensive income 807 559 1,366

Issuances of common stock, and related tax effects

6 — 1,231 1,231

Share-based compensation 1,027 1,027

4 unchanged sentences

Redeemable noncontrolling interests fair value and other adjustments

( 201 ) ( 201 )

Acquisition and other adjustments of nonredeemable noncontrolling interests

40 unchanged sentences

Other, net ( 1,150 ) ( 1,944 ) ( 295 )

Cash flows from (used for) financing activities 4,226 ( 7,455 ) ( 3,590 )

Cash flows (used for) from financing activities ( 11,529 ) 4,226 ( 7,455 )

Effect of exchange rate changes on cash and cash equivalents 97 34 ( 62 )

10 unchanged sentences

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.

The Company’s two distinct, yet complementary businesses — 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 the Company is privileged to serve.

Basis of Presentation, Use of Estimates and Significant Accounting Policies

41 unchanged sentences

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.

Under service fee contracts, the Company receives a monthly 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.

8 unchanged sentences

For the years ended December 31, 2023, 2022 and 2021, revenue recognized from performance obligations related to prior periods (for example, due to changes in transaction price) was not material.

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

As of December 31, 2023, revenue expected to be recognized in any future year related to remaining performance obligations, excluding revenue pertaining to contracts having an original expected duration of one year or less, contracts where revenue is recognized as invoiced and contracts with variable consideration related to undelivered performance obligations, was $ 11.8 billion, of which approximately half is expected to be recognized in the next three years .

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

9 unchanged sentences

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 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 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.

10 unchanged sentences

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.

Equity investments are measured at fair value, with certain exceptions where the Company has elected to measure investments with unobservable inputs at cost, subject to fair value adjustments upon an impairment or a transaction of the same or similar security.

Changes in fair value of equity investments are recognized in net earnings.

The Company excludes unrealized gains and losses on 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.

5 unchanged sentences

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

14 unchanged sentences

As of December 31, 2023 and 2022, total pharmaceutical manufacturer rebates receivable included in other receivables in the Consolidated Balance Sheets amounted to $ 11.0 billion and $ 8.2 billion, respectively.

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

Prepaid Expenses and Other Current Assets

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

Prepaid expenses and other current assets included pharmaceutical drug and supplies inventory of $ 2.8 billion and $ 3.5 billion as of December 31, 2023 and 2022, respectively.

Property, Equipment and Capitalized Software

17 unchanged sentences

To determine fair values, the Company must make assumptions about a wide variety of internal and external factors.

Significant assumptions used in the impairment analysis include financial projections of free cash flow (including significant assumptions about operations, capital requirements and income taxes), long-term growth rates for determining terminal value and discount rates.

Significant assumptions used in the impairment analysis include financial projections of free cash flow (including significant assumptions about operations, capital levels and income taxes), long-term growth rates for determining terminal value and discount rates.

Comparative market multiples are used to corroborate the results of the discounted cash flow test.

2 unchanged sentences

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 finite-lived 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.

1 unchanged sentence

Other Current Liabilities

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

Other current liabilities include health savings account deposits ($ 13.5 billion as of December 31, 2023 and 2022), 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

58 unchanged sentences

Total debt securities $ 46,622 $ 59 $ ( 3,681 ) $ 43,000

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

Nearly all of the Company’s investments in mortgage-backed securities were rated “Double A” or better as of December 31, 2023.

The Company held $ 4.9 billion and $ 3.7 billion of equity securities as of December 31, 2023 and 2022, respectively.

The Company’s investments in equity securities primarily consist of employee savings plan related investments, venture investments and shares of Brazilian real denominated fixed-income funds with readily determinable fair values.

Additionally, the Company’s investments included $ 1.5 billion and $ 1.3 billion of equity method investments in operating businesses in the health care sector, as of December 31, 2022 and 2021, respectively.

The Company’s investments in equity securities primarily consist of venture investments, employee savings plan related investments and shares of Brazilian real denominated fixed-income funds with readily determinable fair values.

Additionally, the Company’s investments included $ 1.4 billion and $ 1.5 billion of equity method investments primarily in operating businesses in the health care sector, as of December 31, 2023 and 2022, respectively.

The allowance for credit losses on held-to-maturity securities as of December 31, 2023 and 2022 was not material.

32 unchanged sentences

The Company’s unrealized losses from all securities as of December 31, 2023 were generated from approximately 30,000 positions out of a total of 40,000 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 Company believes it will timely collect the principal and interest due on its debt securities that have 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.

18 unchanged sentences

Nonfinancial assets and liabilities or financial assets and liabilities measured at fair value on a nonrecurring basis are subject to fair value adjustments only in certain circumstances, such as when the Company records an impairment.

For the years ended December 31, 2022 and 2021, the Company recognized $ 211 million and $ 840 million, respectively, of unrealized gains in investment and other income related to fair value adjustments on equity securities primarily in our venture portfolio, based upon transaction of the same or similar security.

For the years ended December 31, 2023, 2022 and 2021, the Company recognized $ 276 million, $ 211 million and $ 840 million respectively, of unrealized gains in investment and other income related to fair value adjustments on equity securities primarily in the Company’s venture portfolio, based upon 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, 2023, 2022 or 2021.

80 unchanged sentences

Total property, equipment and capitalized software, net $ 11,450 $ 10,128

Depreciation expense for property and equipment was $ 1.1 billion for the year ended December 31, 2022, and $ 1.0 billion for both years ended December 31, 2021 and 2020.

Depreciation expense for property and equipment for the years ended December 31, 2023, 2022 and 2021 was $ 1.1 billion, $ 1.1 billion, and $ 1.0 billion, respectively.

Amortization expense for capitalized software for the years ended December 31, 2023, 2022 and 2021 was $ 1.2 billion, $ 1.0 billion and $ 0.9 billion, respectively.

14 unchanged sentences

Trademarks and technology 2,508 ( 958 ) 1,550 2,398 ( 704 ) 1,694

Trademarks and other indefinite-lived 661 — 661 617 — 617

Operating licenses and certificates, trademarks and other indefinite-lived 2,116 — 2,116 661 — 661

Other 1,213 ( 412 ) 801 1,176 ( 254 ) 922

Total $ 22,473 $ ( 7,279 ) $ 15,194 $ 20,538 $ ( 6,137 ) $ 14,401

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:

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

(in millions, except years) Fair Value Weighted-Average Useful Life Fair Value Weighted-Average Useful Life

2 unchanged sentences

Other 44 9 years 776 13 years

Total acquired finite-lived intangible assets $ 5,761 13 years $ 660 8 years

Total acquired finite-lived $ 747 9 years $ 5,761 13 years

Total acquired indefinite-lived - operating licenses and certificates, trademarks and other 1,427 53

Total acquired intangible assets $ 2,174 $ 5,814

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

16 unchanged sentences

Medical costs payable, end of period $ 32,395 $ 29,056 $ 24,483

For the year ended December 31, 2022, prior year’s medical cost reserve development included no individual factors that were significant.

For the years ended December 31, 2021 and 2020, prior years’ medical cost reserve development was primarily driven by lower than expected care activity.

Additionally, prior years’ medical cost reserve development in the year ended December 31, 2021 was driven by care patterns disrupted by COVID-19.

For the years ended December 31, 2023 and 2022 , prior years’ medical cost reserve development included no individual factors that were significant.

For the year ended December 31, 2021, prior years’ medical cost reserve development was primarily driven by lower than expected care activity and care patterns disrupted by COVID-19.

Medical costs payable included IBNR of $ 22.3 billion and $ 20.0 billion at December 31, 2023 and 2022, respectively.

19 unchanged sentences

Commercial paper $ 1,088 $ 800

$ 1,100 million 2.875 % notes due March 2022

$ 1,000 million 3.350 % notes due July 2022

$ 900 million 2.375 % notes due October 2022

$ 15 million 0.000 % notes due November 2022

$ 625 million 2.750 % notes due February 2023

18 unchanged sentences

$ 850 million 3.875 % notes due December 2028

$ 1,250 million 4.250 % notes due January 2029

$ 900 million 4.000 % notes due May 2029

5 unchanged sentences

$ 2,000 million 5.350 % notes due February 2033

$ 1,500 million 4.500 % notes due April 2033

$ 1,000 million 4.625 % notes due July 2035

8 unchanged sentences

$ 1,500 million 3.050 % notes due May 2041

Carrying Value As of December 31,

(in millions, except percentages) 2022 2021

$ 600 million 4.625 % notes due November 2041

$ 502 million 4.375 % notes due March 2042

Carrying Value as of December 31,

(in millions, except percentages) 2023 2022

$ 625 million 3.950 % notes due October 2042

11 unchanged sentences

$ 2,000 million 5.875 % notes due February 2053

$ 2,000 million 5.050 % notes due April 2053

$ 1,250 million 3.875 % notes due August 2059

2 unchanged sentences

$ 1,500 million 6.050 % notes due February 2063

$ 1,750 million 5.200 % notes due April 2063

Total short-term borrowings and long-term debt $ 61,473 $ 56,756

5 unchanged sentences

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

As of December 31, 2023, the Company’s outstanding commercial paper had a weighted-average annual interest rate of 5.4 %.

The Company has $ 6.0 billion five -year, $ 6.0 billion three -year and $ 6.0 billion 364 -day revolving bank credit facilities with 25 banks, which mature in December 2028, December 2026 and December 2024, respectively.

25 unchanged sentences

Non-deductible compensation 174 0.6 150 0.6 144 0.6

Health insurance tax — — — — 626 3.0

Foreign rate differential ( 442 ) ( 1.5 ) ( 265 ) ( 1.0 ) ( 246 ) ( 1.1 )

29 unchanged sentences

( 914 ) ( 958 )

Net unrealized gains on investments — ( 125 )

Other-non-U.S.

9 unchanged sentences

tax loss carryforwards have indefinite carryforward periods.

Additionally, as of December 31, 2023, the Company has historical non-U.S.

net operating loss carryforwards for which a deferred tax asset and valuation allowance of $4.5 billion are not established because realization of the loss carryforwards is remote.

As of December 31, 2023, the Company’s undistributed earnings from non-U.S.

12 unchanged sentences

( 212 ) ( 21 ) ( 47 )

Statute of limitations lapses

Statute of limitations lapses and settlements ( 32 ) — ( 20 )

Gross unrecognized tax benefits, end of period $ 3,716 $ 3,081 $ 2,310

9 unchanged sentences

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.

The Company is no longer subject to state income tax examinations prior to the 2014 tax year.

In general, the Company is subject to examination in non-U.S.

19 unchanged sentences

In June 2018, the Board of Directors renewed the Company’s share repurchase program with an authorization to repurchase up to 100 million shares of its common stock.

The Board of Directors from time to time may further amend the share repurchase program in order to increase the authorized number of shares which may be repurchased under the program.

A summary of common share repurchases for the years ended December 31, 2023 and 2022 is as follows:

71 unchanged sentences

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.

The expected lives of options granted represent the periods 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 2022, 2021 and 2020.

Compensation expense related to this plan was not material for the years ended December 31, 2023, 2022 and 2021.

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 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 $ 1.9 billion and $ 1.6 billion as of December 31, 2023 and 2022, respectively.

1 unchanged sentence

Operating lease costs, including immaterial variable and short-term lease costs, were $ 1.4 billion, $ 1.3 billion and $ 1.2 billion for the years ended December 31, 2023, 2022 and 2021, respectively.

Cash payments made on the Company’s operating lease liabilities were $ 996 million, $ 921 million and $ 865 million for the years ended December 31, 2022, 2021 and 2020, respectively, which were classified within operating activities in the Consolidated Statements of Cash Flows.

Cash payments made on the Company’s operating lease liabilities were $ 1.1 billion, $ 1.0 billion and $ 0.9 billion for the years ended December 31, 2023, 2022 and 2021, respectively, which were classified within operating activities in the Consolidated Statements of Cash Flows.

As of December 31, 2023, the Company’s weighted-average remaining lease term and weighted-average discount rate for its operating leases were 8.7 years and 4.0 %, respectively.

10 unchanged sentences

Pending Acquisitions

As of December 31, 2022, the Company has entered into agreements to acquire companies in the health care sector, most notably, LHC Group, Inc.

LHCG), subject to regulatory approval and other customary closing conditions.

As of December 31, 2023, the Company has entered into agreements to acquire 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 $ 6 billion.

The Company completed the acquisition of LHC Group, Inc.

on February 22, 2023.

Pending Disposition

On December 22, 2023, the Company entered into an agreement to sell its operations in Brazil to a private investor, subject to regulatory approval and other closing conditions.

The Company completed the disposition on February 6, 2024, and will record a loss of approximately $ 7 billion in the quarter ending March 31, 2024, the majority of which was due to foreign currency translation losses in accumulated other comprehensive income.

Legal Matters

8 unchanged sentences

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.

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

4 unchanged sentences

Drug Enforcement Administration, the U.S.

Department of Labor, the FDIC, Consumer Financial Protection Bureau, the Defense Contract Audit Agency and other governmental authorities.

Similarly, our international businesses are also subject to investigations, audits and reviews by applicable foreign governments, including South American and other non-U.S.

Department of Labor, the FDIC, the Consumer Financial Protection Bureau, the Defense Contract Audit Agency and other governmental authorities.

Similarly, the Company’s international businesses are also subject to investigations, audits and reviews by applicable foreign governments, including South American and other non-U.S.

governmental authorities.

8 unchanged sentences

Business Combinations

On October 3, 2022, the Company acquired all of the outstanding common shares of Change Healthcare Inc.

(Change) and funded Change’s payoff of its outstanding debt and credit facility for a total of $ 13.9 billion in cash.

The combination of the Company and Change will connect and simplify the core clinical, administrative and payment processes health care providers and payers depend on to serve patients.

Change brings key technologies, connections and advanced clinical decision, administrative and financial support capabilities, enabling better workflow and transactional connectivity across the health care system.

Subsequent to closing and as planned, the Company sold Change’s claims editing business to an affiliate of investment funds of TPG Inc.

for $ 2.2 billion in cash.

The net assets and net liabilities associated with this sale were classified as held-for-sale at the time of acquisition.

There was no gain or loss associated with this transaction.

During the year ended December 31, 2022, the Company completed several other business combinations for total consideration of $ 8.8 billion.

The Company also sold other businesses for $ 1.2 billion of cash, with a carrying value of $ 600 million, and the difference reflected in the Consolidated Statement of Operations.

During the year ended December 31, 2023, the Company completed several business combinations for total consideration of $ 10.2 billion.

Acquired assets (liabilities) at acquisition date were:

(in millions) Change Other Acquisitions Total

(in millions)

Cash and cash equivalents $ 134

Accounts receivable and other current assets 660

Assets held-for-sale 2,310 — 2,310

Property, equipment and other long-term assets 634

3 unchanged sentences

Accounts payable and other current liabilities ( 667 )

Liabilities held-for-sale ( 101 ) — ( 101 )

Other long-term liabilities ( 768 )

7 unchanged sentences

The preliminary purchase price allocations for the various business combinations are subject to adjustment as valuation analyses, primarily related to intangible assets and contingent liabilities, are finalized.

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

Change Other Acquisitions Total

(in millions, except years) Fair Value Weighted-Average Useful Life Fair Value Weighted-Average Useful Life Fair Value Weighted-Average Useful Life

Customer-related $ 3,063 15 years $ 864 13 years $ 3,927 15 years

Trademarks and technology 977 6 years 81 4 years 1,058 6 years

Other 10 1 year 766 13 years 776 13 years

Total acquired finite-lived intangible assets $ 4,050 13 years $ 1,711 13 years $ 5,761 13 years

The results of operations and financial condition of acquired entities have been included in the Company’s consolidated results and the results of the corresponding operating segment as of the date of acquisition.

Through December 31, 2022, acquired entities impact on revenues and net earnings was not material.

For the year ended December 31, 2023, the acquired entities’ impact on revenues and net earnings was not material.

Unaudited pro forma revenues and net earnings for the years ended December 31, 2023 and 2022, as if the business combinations had occurred on January 1, 2022, were immaterial for both periods.

9 unchanged sentences

UnitedHealthcare Community & State provides diversified health care benefits products and services to state programs caring for the economically disadvantaged, the medically underserved and those without the benefit of employer-funded health care coverage.

• Optum Health focuses on care delivery, care management, wellness and consumer engagement, and health financial services.

• Optum Health focuses on care delivery, including value-based care;

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.

1 unchanged sentence

Hospital systems, physicians, health plans, governments, life sciences companies and other organizations depend on Optum Insight to help them improve performance, achieve efficiency, reduce costs, meet compliance mandates and modernize their core operating systems to meet the changing needs of the health system.

• Optum Rx offers pharmacy care services and programs, including retail network contracting, home delivery, specialty and community health pharmacy services, purchasing and clinical capabilities, and develops programs in areas such as step therapy, formulary management, drug adherence and disease/drug therapy management.

• Optum Rx offers pharmacy care services and programs, including retail network contracting, home delivery, specialty and community health pharmacy services, infusion, purchasing and clinical capabilities, and develops programs in areas such as step therapy, formulary management, drug adherence and disease and drug therapy management.

Optum Rx integrates pharmacy and medical care and is positioned to serve patients with complex clinical needs and consumers looking for a better digital pharmacy experience with transparent pricing.

7 unchanged sentences

Cash and investments are assigned so each reportable segment has working capital and/or at least minimum specified levels of regulatory capital.

As a percentage of the Company’s total consolidated revenues, premium revenues from CMS were 38 %, 36 % and 36 % for 2022, 2021 and 2020, respectively, most of which were generated by UnitedHealthcare Medicare & Retirement and included in the UnitedHealthcare segment.

As a percentage of the Company’s total consolidated revenues, premium revenues from CMS were 40 %, 38 % and 36 % for the years ended December 31, 2023, 2022 and 2021, respectively, most of which were generated by UnitedHealthcare Medicare & Retirement and included in the UnitedHealthcare segment.

customer revenue represented approximately 97 % of consolidated total revenues for 2023, 2022 and 2021.

48 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data