What changed in this filing

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Item 1. Financial Statements

2024-05-09 compared with 2023-11-06 · 69 added, 158 removed, 364 unchanged (38% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

(in millions, except per share data) September 30,

(in millions, except per share data) March 31,

2024 December 31,

40 unchanged sentences

Condensed Consolidated Statements of Operations

Three Months Ended September 30, Nine Months Ended

September 30,

Three Months Ended

(in millions, except per share data) 2024 2023

12 unchanged sentences

Interest expense ( 844 ) ( 754 )

Loss on sale of subsidiary ( 7,086 ) —

Earnings before income taxes 1 7,332

Provision for income taxes ( 1,222 ) ( 1,558 )

Net earnings 6,038 5,384 17,469 15,731

Net (loss) earnings ( 1,221 ) 5,774

Earnings attributable to noncontrolling interests ( 188 ) ( 163 )

Net earnings attributable to UnitedHealth Group common shareholders $ 5,841 $ 5,262 16,926 $ 15,359

Earnings per share attributable to UnitedHealth Group common shareholders:

Net (loss) earnings attributable to UnitedHealth Group common shareholders $ ( 1,409 ) $ 5,611

(Loss) earnings per share attributable to UnitedHealth Group common shareholders:

Basic $ ( 1.53 ) $ 6.01

7 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income

Three Months Ended September 30, Nine Months Ended

September 30,

Three Months Ended

(in millions) 2024 2023

Net earnings $ 6,038 $ 5,384 $ 17,469 $ 15,731

Other comprehensive loss:

Gross unrealized losses on investment securities during the period ( 893 ) ( 1,471 ) ( 684 ) ( 4,825 )

Net (loss) earnings $ ( 1,221 ) $ 5,774

Other comprehensive income:

Gross unrealized (losses) gains on investment securities during the period ( 290 ) 640

Income tax effect 68 ( 147 )

Total unrealized losses, net of tax ( 689 ) ( 1,131 ) ( 528 ) ( 3,716 )

Gross reclassification adjustment for net realized losses (gains) included in net earnings 7 138 ( 27 ) 134

Total unrealized (losses) gains, net of tax ( 222 ) 493

Gross reclassification adjustment for net realized (gains) losses included in net earnings ( 32 ) 13

Income tax effect 7 ( 3 )

Total reclassification adjustment, net of tax

5 106 ( 21 ) 103

Total foreign currency translation (losses) gains ( 354 ) ( 331 ) 254 ( 89 )

Other comprehensive loss ( 1,038 ) ( 1,356 ) ( 295 ) ( 3,702 )

Foreign currency translation (losses) gains ( 293 ) 341

Reclassification adjustment for translation losses included in net (loss) earnings 4,128 —

Total foreign currency translation gains 3,835 341

Other comprehensive income 3,588 844

Comprehensive income 2,367 6,618

1 unchanged sentence

Comprehensive income attributable to UnitedHealth Group common shareholders $ 2,179 $ 6,455

$ 4,803 $ 3,906 $ 16,631 $ 11,657

See Notes to the Condensed Consolidated Financial Statements

2 unchanged sentences

Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Nonredeemable Noncontrolling Interests Total

Three months ended September 30,

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

Balance at June 30, 2023 927 $ 9 $ — $ 89,994 $ ( 2,643 ) $ ( 5,007 ) $ 5,015 $ 87,368

5,841 149 5,990

Other comprehensive loss ( 684 ) ( 354 ) ( 1,038 )

Issuances of common stock, and related tax effects

Share-based compensation

Common share repurchases ( 3 ) — ( 588 ) ( 923 ) ( 1,511 )

Cash dividends paid on common shares ($ 1.88 per share)

( 1,739 ) ( 1,739 )

Redeemable noncontrolling interests fair value and other adjustments

( 42 ) ( 42 )

Acquisition and other adjustments of nonredeemable noncontrolling interests

Distribution to nonredeemable noncontrolling interests

( 136 ) ( 136 )

Balance at September 30, 2023 925 $ 9 $ — $ 93,173 $ ( 3,327 ) $ ( 5,361 ) $ 5,070 $ 89,564

Balance at June 30, 2022 935 $ 10 $ — $ 80,540 $ ( 2,165 ) $ ( 5,565 ) $ 3,385 $ 76,205

5,262 99 5,361

Other comprehensive loss ( 1,025 ) ( 331 ) ( 1,356 )

Issuances of common stock, and related tax effects

Share-based compensation

Common share repurchases ( 2 ) — ( 462 ) ( 538 ) ( 1,000 )

Cash dividends paid on common shares ($ 1.65 per share)

( 1,542 ) ( 1,542 )

Redeemable noncontrolling interests fair value and other adjustments

Acquisition and other adjustments of nonredeemable noncontrolling interests 32 32

Distribution to nonredeemable noncontrolling interests

( 98 ) ( 98 )

Balance at September 30, 2022 935 $ 10 $ — $ 83,722 $ ( 3,190 ) $ ( 5,896 ) $ 3,418 $ 78,064

See Notes to the Condensed Consolidated Financial Statements

UnitedHealth Group

Condensed Consolidated Statements of Changes in Equity

Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive

(Loss) Income Nonredeemable Noncontrolling Interests Total

Nine months ended September 30,

Three months ended March 31,

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

Balance at January 1, 2024 924 $ 9 $ — $ 95,774 $ ( 1,971 ) $ ( 5,056 ) $ 5,665 $ 94,421

16,926 401 17,327

Net (loss) earnings ( 1,409 ) 149 ( 1,260 )

Other comprehensive (loss) income ( 247 ) 3,835 3,588

9 unchanged sentences

( 151 ) ( 151 )

Balance at September 30, 2023 925 $ 9 $ — $ 93,173 $ ( 3,327 ) $ ( 5,361 ) $ 5,070 $ 89,564

Balance at March 31, 2024 920 $ 9 $ — $ 90,118 $ ( 2,218 ) $ ( 1,221 ) $ 5,682 $ 92,370

Balance at January 1, 2023 934 $ 9 $ — $ 86,156 $ ( 2,778 ) $ ( 5,615 ) $ 3,678 $ 81,450

5,611 113 5,724

Other comprehensive loss ( 3,613 ) ( 89 ) ( 3,702 )

Other comprehensive income 503 341 844

Issuances of common stock, and related tax effects

4 unchanged sentences

Redeemable noncontrolling interests fair value and other adjustments

( 83 ) ( 83 )

Acquisition and other adjustments of nonredeemable noncontrolling interests 819 819

1 unchanged sentence

( 101 ) ( 101 )

Balance at September 30, 2022 935 $ 10 $ — $ 83,722 $ ( 3,190 ) $ ( 5,896 ) $ 3,418 $ 78,064

Balance at March 31, 2023 932 $ 9 $ — $ 88,852 $ ( 2,275 ) $ ( 5,274 ) $ 4,509 $ 85,821

See Notes to the Condensed Consolidated Financial Statements

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

Nine Months Ended

September 30,

Three Months Ended

(in millions) 2024 2023

Operating activities

Net earnings $ 17,469 $ 15,731

Net (loss) earnings $ ( 1,221 ) $ 5,774

Noncash items:

2 unchanged sentences

Share-based compensation 372 362

Loss on sale of subsidiary 7,086 —

Other, net 179 69

Net change in other operating items, net of effects from acquisitions and changes in AARP balances:

Net change in other operating items, net of effects from acquisitions, dispositions and changes in AARP balances:

Accounts receivable ( 6,162 ) ( 4,306 )

17 unchanged sentences

Repayments of long-term debt ( 750 ) ( 1,375 )

Proceeds from (repayments of) short-term borrowings, net 1,579 ( 16 )

Proceeds from short-term borrowings, net 6,189 7,349

Proceeds from issuance of long-term debt 5,925 6,401

1 unchanged sentence

Other, net ( 563 ) ( 1,004 )

Cash flows used for financing activities ( 4,373 ) ( 166 )

Cash flows from financing activities 8,231 13,190

Effect of exchange rate changes on cash and cash equivalents ( 48 ) 51

7 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 the Company is 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.

The Company has prepared the Condensed Consolidated Financial Statements according to U.S.

11 unchanged sentences

Revenues - Products and Services

As of September 30, 2023 and December 31, 2022, accounts receivable related to products and services were $ 8.0 billion and $ 7.1 billion, respectively.

As of September 30, 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 .

As of March 31, 2024 and December 31, 2023, accounts receivable related to products and services were $ 10.3 billion and $ 8.6 billion, respectively.

As of March 31, 2024, 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 $ 14.3 billion, of which approximately half is expected to be recognized in the next three years .

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

(in millions) Amortized

September 30, 2023

March 31, 2024

Debt securities - available-for-sale:

25 unchanged sentences

Total debt securities $ 48,054 $ 135 $ ( 2,698 ) $ 45,491

The Company held $ 4.2 billion and $ 3.7 billion of equity securities as of September 30, 2023 and December 31, 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 $ 1.4 billion and $ 1.5 billion of equity method investments in operating businesses in the health care sector as of September 30, 2023 and December 31, 2022, respectively.

The allowance for credit losses on held-to-maturity securities at September 30, 2023 and December 31, 2022 was not material.

The amortized cost and fair value of debt securities as of September 30, 2023, by contractual maturity, were as follows:

The Company held $ 4.1 billion and $ 4.9 billion of equity securities as of March 31, 2024 and December 31, 2023, respectively.

The Company’s investments in equity securities primarily consist of venture investments and employee savings plan related investments.

Additionally, the Company’s investments included $ 1.4 billion of equity method investments primarily in operating businesses in the health care sector as of March 31, 2024 and December 31, 2023.

The allowance for credit losses on held-to-maturity securities at March 31, 2024 and December 31, 2023 was not material.

The amortized cost and fair value of debt securities as of March 31, 2024, by contractual maturity, were as follows:

Available-for-Sale Held-to-Maturity

11 unchanged sentences

(in millions) Fair

September 30, 2023

March 31, 2024

Debt securities - available-for-sale:

17 unchanged sentences

Total debt securities - available-for-sale $ 5,619 $ ( 49 ) $ 28,107 $ ( 2,641 ) $ 33,726 $ ( 2,690 )

The Company’s unrealized losses from debt securities as of September 30, 2023 were generated from approximately 37,000 positions out of a total of 41,000 positions.

The Company’s unrealized losses from debt securities as of March 31, 2024 were generated from approximately 32,000 positions out of a total of 39,000 positions.

The Company believes that it will timely collect the principal and interest due on its debt securities that have an amortized cost in excess of fair value.

2 unchanged sentences

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 September 30, 2023, the Company did not have the intent to sell any of the available-for-sale debt securities in an unrealized loss position.

As of March 31, 2024, the Company did not have the intent to sell any of the available-for-sale debt 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 at September 30, 2023 and December 31, 2022 was not material.

The allowance for credit losses on available-for-sale debt securities at March 31, 2024 and December 31, 2023 was not material.

Certain assets and liabilities are measured at fair value in the Condensed Consolidated Financial Statements or have fair values disclosed in the Notes to the Condensed Consolidated Financial Statements.

7 unchanged sentences

Fair and Carrying

September 30, 2023

March 31, 2024

Cash and cash equivalents $ 28,367 $ 47 $ — $ 28,414

23 unchanged sentences

Percentage of total assets at fair value 44 % 55 % 1 % 100 %

There were no transfers in or out of Level 3 financial assets or liabilities during the nine months ended September 30, 2023 or 2022.

There were no transfers in or out of Level 3 financial assets or liabilities during the three months ended March 31, 2024 or 2023.

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 Condensed Consolidated Balance Sheets:

4 unchanged sentences

Value Total Carrying Value

September 30, 2023

March 31, 2024

Debt securities - held-to-maturity $ 522 $ 67 $ — $ 589 $ 597

4 unchanged sentences

Nonfinancial assets and liabilities or financial assets and liabilities that are 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.

There were no significant fair value adjustments for these assets and liabilities recorded during the nine months ended September 30, 2023 or 2022.

There were no significant fair value adjustments for these assets and liabilities recorded during the three months ended March 31, 2024 or 2023.

Medical Costs Payable

The following table shows the components of the change in medical costs payable for the nine months ended September 30:

The following table shows the components of the change in medical costs payable for the three months ended March 31:

(in millions) 2024 2023

Medical costs payable, beginning of period $ 32,395 $ 29,056

Acquisitions 1 177

Acquisitions (dispositions), net ( 687 ) 1

Reported medical costs:

8 unchanged sentences

Medical costs payable, end of period $ 34,032 $ 31,809

For the nine months ended September 30, 2023 and 2022, prior years’ medical cost reserve development included no individual factors that were significant.

Medical costs payable included reserves for claims incurred by consumers but not yet reported to the Company of $ 22.7 billion and $ 20.0 billion at September 30, 2023 and December 31, 2022, respectively.

For the three months ended March 31, 2024 and 2023, prior years’ medical cost reserve development included no individual factors that were significant.

Medical costs payable included reserves for claims incurred by consumers but not yet reported to the Company of $ 25.3 billion and $ 22.3 billion at March 31, 2024 and December 31, 2023, respectively.

Short-Term Borrowings and Long-Term Debt

1 unchanged sentence

(in millions, except percentages) Par Value

4.250 % notes due January 2029

4.600 % notes due April 2027

1 unchanged sentence

4.900 % notes due April 2031

As of September 30, 2023, the Company had $ 2.6 billion of commercial paper outstanding, with a weighted-average annual interest rate of 5.3 %.

5.000 % notes due April 2034

5.375 % Notes due April 2054

5.500 % Notes due April 2064

As of March 31, 2024, the Company had $ 7.3 billion of commercial paper outstanding, with a weighted-average annual interest rate of 5.4 %.

For more information on the Company’s short-term borrowings, debt covenants and long-term debt, see Note 8 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in the 2023 10-K.

In June 2023, the Company’s Board of Directors increased the Company’s quarterly cash dividend to shareholders to an annual rate of $7.52 compared to $6.60 per share, which the Company had paid since June 2022.

Declaration and payment of future quarterly dividends is at the discretion of the Board of Directors and may be adjusted as business needs or market conditions change.

The following table provides details of the Company’s dividend payments during the nine months ended September 30, 2023:

Payment Date Amount per Share Total Amount Paid

(in millions)

March 21 $ 1.65 $ 1,537

June 27 1.88 1,747

September 19 1.88 1,739

Commitments and Contingencies

Pending Acquisitions

As of September 30, 2023, the Company has entered into agreements to acquire companies in the health care sector, subject to regulatory approval and other customary closing conditions.

As of March 31, 2024, 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 consideration required for these acquisitions, excluding the payoff of acquired indebtedness, is approximately $ 4 billion.

17 unchanged sentences

Department of Labor, the Federal Deposit Insurance Corporation, the Consumer Financial Protection Bureau (CFPB), 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.

Similarly, the Company’s international businesses are also subject to investigations, audits and reviews by applicable foreign governments.

The Company has also been responding to subpoenas, information requests and investigations from governmental entities.

The Company can provide no assurance as to the scope and outcome of these matters and no assurance as to whether its business, financial condition or results of operations will be materially adversely affected.

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.

6 unchanged sentences

The Company cannot reasonably estimate the outcome which may result from this matter given its procedural status.

Business Combinations

During the nine months ended September 30, 2023, the Company completed several business combinations for total consideration of $ 8.4 billion.

Acquired assets (liabilities) at acquisition date were:

On February 6, 2024, the Company completed the sale of its Brazil operations.

During the three months ended March 31, 2024, the Company recorded a loss of $ 7.1 billion within the Consolidated Statement of Operations, of which $ 4.1 billion related to the impact of cumulative foreign currency translation losses previously included in accumulated other comprehensive loss.

The assets and liabilities of the disposal group as of the date of the sale were as follows:

(in millions)

1 unchanged sentence

Accounts receivable and other current assets 515

Property, equipment and other long-term assets 573

Long-term investments 788

Property, equipment and capitalized software 1,052

Deferred tax assets 1,035

Other intangible assets 317

Total identifiable assets acquired 3,064

Other long-term assets 439

Total assets 4,924

Medical costs payable 701

1 unchanged sentence

Other long-term liabilities 136

Total identifiable liabilities acquired ( 1,213 )

Total net identifiable assets 1,851

Goodwill 8,073

Redeemable noncontrolling interests ( 121 )

Nonredeemable noncontrolling interests ( 1,339 )

Net assets acquired $ 8,464

The majority of goodwill is not deductible for income tax purposes.

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

The acquisition date fair values and weighted-average useful lives assigned to intangible assets were:

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

Acquired finite-lived intangible assets:

Customer-related $ 223 12 years

Trademarks and technology 171 5 years

Other 42 6 years

Total acquired finite-lived intangible assets 436 9 years

Total acquired indefinite-lived intangible assets - operating licenses and certificates 1,364

Total acquired intangible assets $ 1,800

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 September 30, 2023, acquired entities’ impact on revenues and net earnings was not material.

Unaudited pro forma revenues and net earnings for the nine months ended September 30, 2023 and 2022, as if the business combinations had occurred on January 1, 2022, were immaterial for both periods.

Total liabilities $ 1,671

Segment Financial Information

1 unchanged sentence

For more information on the Company’s segments, see Part I, Item I, “Business” and Note 14 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in the 2023 10-K.

Total assets at Optum Health increased to $ 86.9 billion as of September 30, 2023 compared to $ 69.0 billion as of December 31, 2022, including an increase to goodwill from business combinations of $ 7.3 billion.

The following tables present reportable segment financial information:

1 unchanged sentence

Eliminations Consolidated

Three Months Ended September 30, 2023

Revenues - unaffiliated customers:

Premiums $ 66,709 $ 5,630 $ — $ — $ — $ 5,630 $ — $ 72,339

Products — 61 40 10,253 — 10,354 — 10,354

Services 2,550 3,629 1,938 554 — 6,121 — 8,671

Total revenues - unaffiliated customers

69,259 9,320 1,978 10,807 — 22,105 — 91,364

Total revenues - affiliated customers

— 14,227 2,964 17,999 ( 961 ) 34,229 ( 34,229 ) —

Investment and other income

594 317 35 51 — 403 — 997

Total revenues $ 69,853 $ 23,864 $ 4,977 $ 28,857 $ ( 961 ) $ 56,737 $ ( 34,229 ) $ 92,361

Earnings from operations $ 4,592 $ 1,568 $ 1,109 $ 1,257 $ — $ 3,934 $ — $ 8,526

Interest expense — — — — — — ( 834 ) ( 834 )

Earnings before income taxes

$ 4,592 $ 1,568 $ 1,109 $ 1,257 $ — $ 3,934 $ ( 834 ) $ 7,692

Three Months Ended September 30, 2022

Revenues - unaffiliated customers:

Premiums $ 59,375 $ 5,116 $ — $ — $ — $ 5,116 $ — $ 64,491

Products — 2 37 9,151 — 9,190 — 9,190

Services 2,435 2,756 1,067 442 — 4,265 — 6,700

Total revenues - unaffiliated customers

61,810 7,874 1,104 9,593 — 18,571 — 80,381

Total revenues - affiliated customers

— 10,302 2,566 15,592 ( 800 ) 27,660 ( 27,660 ) —

Investment and other income

185 287 23 18 — 328 — 513

Total revenues $ 61,995 $ 18,463 $ 3,693 $ 25,203 $ ( 800 ) $ 46,559 $ ( 27,660 ) $ 80,894

Earnings from operations $ 3,799 $ 1,575 $ 1,007 $ 1,081 $ — $ 3,663 $ — $ 7,462

Interest expense — — — — — — ( 516 ) ( 516 )

Earnings before income taxes

$ 3,799 $ 1,575 $ 1,007 $ 1,081 $ — $ 3,663 $ ( 516 ) $ 6,946

(in millions) UnitedHealthcare Optum Health Optum Insight Optum Rx Optum Eliminations Optum Corporate and

Eliminations Consolidated

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

Revenues - unaffiliated customers:

11 unchanged sentences

Interest expense — — — — — — ( 844 ) ( 844 )

Loss on sale of subsidiary ( 7,086 ) — — — — — — ( 7,086 )

Earnings before income taxes

$ ( 2,691 ) $ 1,899 $ 490 $ 1,147 $ — $ 3,536 $ ( 844 ) $ 1

Nine Months Ended September 30, 2022

Three Months Ended March 31, 2023

Revenues - unaffiliated customers:

14 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-Q

Item 1. Financial Statements