What changed in this filing

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Item 1. Financial Statements

2024-08-09 compared with 2024-05-09 · 159 added, 49 removed, 384 unchanged (35% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

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

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

2024 December 31,

9 unchanged sentences

Property, equipment and capitalized software, net

10,429 11,450

Goodwill 105,436 103,732

20 unchanged sentences

921 and 924 issued and outstanding

Additional paid-in capital 373 —

Retained earnings 92,400 95,774

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in millions, except per share data) 2024 2023 2024 2023

12 unchanged sentences

Interest expense ( 985 ) ( 828 ) ( 1,829 ) ( 1,582 )

Loss on sale of subsidiary ( 7,086 ) —

Loss on sale of subsidiary and subsidiaries held for sale ( 1,225 ) — ( 8,311 ) —

Earnings before income taxes 5,665 7,229 5,666 14,561

Provision for income taxes ( 1,244 ) ( 1,572 ) ( 2,466 ) ( 3,130 )

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

Net earnings 4,421 5,657 3,200 11,431

Earnings attributable to noncontrolling interests ( 205 ) ( 183 ) ( 393 ) ( 346 )

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

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

Net earnings attributable to UnitedHealth Group common shareholders $ 4,216 $ 5,474 $ 2,807 $ 11,085

Earnings per share attributable to UnitedHealth Group common shareholders:

Basic $ 4.58 $ 5.89 $ 3.05 $ 11.91

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in millions) 2024 2023 2024 2023

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

Other comprehensive income:

Net earnings $ 4,421 $ 5,657 $ 3,200 $ 11,431

Other comprehensive income (loss):

Gross unrealized (losses) gains on investment securities during the period ( 75 ) ( 431 ) ( 365 ) 209

1 unchanged sentence

Total unrealized (losses) gains, net of tax ( 58 ) ( 332 ) ( 280 ) 161

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

Gross reclassification adjustment for net realized gains included in net earnings ( 26 ) ( 47 ) ( 58 ) ( 34 )

Income tax effect 6 11 13 8

Total reclassification adjustment, net of tax

Foreign currency translation (losses) gains ( 293 ) 341

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

( 20 ) ( 36 ) ( 45 ) ( 26 )

Foreign currency translation gains (losses) 8 267 ( 285 ) 608

Reclassification adjustment for translation losses included in net earnings 86 — 4,214 —

Total foreign currency translation gains 94 267 3,929 608

Other comprehensive income 3,588 844

Other comprehensive income (loss) 16 ( 101 ) 3,604 743

Comprehensive income 4,437 5,556 6,804 12,174

5 unchanged sentences

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

Three months ended March 31,

Three months ended June 30,

(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

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

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

Net earnings 4,216 158 4,374

Other comprehensive (loss) income ( 78 ) 94 16

7 unchanged sentences

Acquisition and other adjustments of nonredeemable noncontrolling interests

( 338 ) ( 338 )

Distribution to nonredeemable noncontrolling interests

( 185 ) ( 185 )

Balance at June 30, 2024 921 $ 9 $ 373 $ 92,400 $ ( 2,296 ) $ ( 1,127 ) $ 5,317 $ 94,676

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

5,474 139 5,613

Other comprehensive (loss) income ( 368 ) 267 ( 101 )

Issuances of common stock, and related tax effects

Share-based compensation

Common share repurchases ( 6 ) — ( 442 ) ( 2,585 ) ( 3,027 )

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

( 1,747 ) ( 1,747 )

Redeemable noncontrolling interests fair value and other adjustments

Acquisition and other adjustments of nonredeemable noncontrolling interests 478 478

Distribution to nonredeemable noncontrolling interests

( 111 ) ( 111 )

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

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 Nonredeemable Noncontrolling Interests Total

Six months ended June 30,

(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

Net earnings 2,807 307 3,114

Other comprehensive (loss) income ( 325 ) 3,929 3,604

Issuances of common stock, and related tax effects 3 — 438 438

Share-based compensation 562 562

Common share repurchases ( 6 ) — ( 571 ) ( 2,517 ) ( 3,088 )

Cash dividends paid on common shares ($ 3.98 per share)

( 3,664 ) ( 3,664 )

Redeemable noncontrolling interests fair value and other adjustments ( 56 ) ( 56 )

Acquisition and other adjustments of nonredeemable noncontrolling interests ( 319 ) ( 319 )

Distribution to nonredeemable noncontrolling interests ( 336 ) ( 336 )

Balance at June 30, 2024 921 $ 9 $ 373 $ 92,400 $ ( 2,296 ) $ ( 1,127 ) $ 5,317 $ 94,676

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

11,085 252 11,337

Other comprehensive income 135 608 743

9 unchanged sentences

( 212 ) ( 212 )

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

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

See Notes to the Condensed Consolidated Financial Statements

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

Three Months Ended

Six Months Ended

(in millions) 2024 2023

Operating activities

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

Net earnings $ 3,200 $ 11,431

Noncash items:

2 unchanged sentences

Share-based compensation 594 604

Loss on sale of subsidiary 7,086 —

Loss on sale of subsidiary and subsidiaries held for sale 8,311 —

Other, net 459 ( 91 )

12 unchanged sentences

Purchases of property, equipment and capitalized software ( 1,596 ) ( 1,589 )

Loans to providers - cyberattack ( 8,100 ) —

Other, net ( 809 ) ( 424 )

11 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents ( 44 ) 106

Increase in cash and cash equivalents 2,987 18,548

Increase in cash and cash equivalents, including cash within businesses held for sale 1,124 18,448

cash within businesses held for sale ( 265 ) —

Net increase in cash and cash equivalents 859 18,448

Cash and cash equivalents, beginning of period 25,427 23,365

19 unchanged sentences

Revenues - Products and Services

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 .

As of June 30, 2024 and December 31, 2023, accounts receivable related to products and services were $ 9.0 billion and $ 8.6 billion, respectively.

As of June 30, 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 $ 14.0 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

March 31, 2024

June 30, 2024

Debt securities - available-for-sale:

25 unchanged sentences

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

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 held $ 4.2 billion and $ 4.9 billion of equity securities as of June 30, 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:

Additionally, the Company’s investments included $ 1.7 billion and $ 1.4 billion of equity method investments primarily in operating businesses in the health care sector as of June 30, 2024 and December 31, 2023, respectively.

The allowance for credit losses on held-to-maturity securities at June 30, 2024 and December 31, 2023 was not material.

The amortized cost and fair value of debt securities as of June 30, 2024, by contractual maturity, were as follows:

Available-for-Sale Held-to-Maturity

11 unchanged sentences

(in millions) Fair

March 31, 2024

June 30, 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 March 31, 2024 were generated from approximately 32,000 positions out of a total of 39,000 positions.

The Company’s unrealized losses from debt securities as of June 30, 2024 were generated from approximately 33,000 positions out of a total of 40,000 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 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.

As of June 30, 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 March 31, 2024 and December 31, 2023 was not material.

The allowance for credit losses on available-for-sale debt securities at June 30, 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

March 31, 2024

June 30, 2024

Cash and cash equivalents $ 26,070 $ 216 $ — $ 26,286

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 three months ended March 31, 2024 or 2023.

There were no transfers in or out of Level 3 financial assets or liabilities during the six months ended June 30, 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

March 31, 2024

June 30, 2024

Debt securities - held-to-maturity $ 531 $ 27 $ — $ 558 $ 565

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 three months ended March 31, 2024 or 2023.

The assets and liabilities within our South American operations held for sale as of June 30, 2024 were measured at the lower of carrying value or fair value less cost to sell.

Fair value is measured based upon unobservable amounts, such as estimated selling price derived from Company-specific information and market conditions.

There were no other significant fair value adjustments for assets and liabilities recorded during the six months ended June 30, 2024 or 2023.

Medical Costs Payable

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

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

(in millions) 2024 2023

10 unchanged sentences

Total medical payments ( 130,175 ) ( 117,223 )

medical costs payable included within businesses held for sale ( 179 ) —

Medical costs payable, end of period $ 32,547 $ 31,947

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.

For the six months ended June 30, 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 $ 23.6 billion and $ 22.3 billion at June 30, 2024 and December 31, 2023, respectively.

Short-Term Borrowings and Long-Term Debt

7 unchanged sentences

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 %.

In July 2024, the Company issued $ 12.0 billion of senior unsecured notes consisting of the following:

(in millions, except percentages) Par Value

Floating rate notes due July 2026

4.750 % notes due July 2026

4.800 % notes due January 2030

4.950 % notes due January 2032

5.150 % notes due July 2034

5.500 % notes due July 2044

5.625 % notes due July 2054

5.750 % notes due July 2064

As of June 30, 2024, the Company had $ 9.9 billion of commercial paper outstanding, with a weighted-average annual interest rate of 5.4 %.

In May 2024, the Company entered into an additional $ 3 billion 364 -day revolving bank credit facility and a $ 5 billion 364 -day delayed draw term loan.

As of June 30, 2024 no amount had been drawn on any of the bank credit facilities.

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.

Shareholders’ Equity

Share Repurchase Program

In June 2024, the Company’s Board of Directors amended the Company’s share repurchase program to authorize the repurchase of up to 35 million shares of Common Stock, in addition to all remaining shares authorized to be repurchased under the Board’s 2018 renewal of the program.

As of June 30, 2024, the Company had 44 million shares remaining available under its share repurchase authorization.

In June 2024, the Company’s Board of Directors increased the Company’s quarterly cash dividend to shareholders to an annual rate of $8.40 compared to $7.52 per share, which the Company had paid since June 2023.

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 six months ended June 30, 2024:

Payment Date Amount per Share Total Amount Paid

(in millions)

March 19 $ 1.88 $ 1,729

June 25 2.10 1,935

Commitments and Contingencies

Pending Acquisitions

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.

Pending Transactions

As of June 30, 2024, the Company had entered into transaction agreements in the health care sector, subject to regulatory approval and/or other customary closing conditions.

The total anticipated consideration required for these transactions, excluding the payoff of acquired indebtedness, was approximately $ 6 billion .

In July, 2024, the Company completed transactions in the health care sector for total consideration of approximately $ 10 billion.

Legal Matters

27 unchanged sentences

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

Disposition and Held for Sale

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)

During the six months ended June 30, 2024, the Company recorded a loss of $ 7.1 billion within the Condensed 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.

In the second quarter of 2024, the Company initiated a plan to sell its remaining South American operations.

The sales are expected to close within a year, subject to regulatory and other customary closing conditions.

The Company determined that the businesses are classified as held for sale.

Assets and liabilities held for sale have been included within prepaid and other current assets and other current liabilities on the Condensed Consolidated Balance Sheet, respectively.

In the second quarter of 2024, the Company recorded a loss of $ 1.2 billion within the Condensed Consolidated Statements of Operations, of which $ 867 million related to the impact of cumulative foreign currency translation losses.

The assets and liabilities of the Brazil and held for sale disposal groups as of the date of the sale and as of June 30, 2024, respectively, were as follows:

(in millions) Brazil

Disposition Businesses

Held for Sale

Cash and cash equivalents $ 778 $ 265

3 unchanged sentences

Deferred tax assets 1,035 —

Other intangible assets 317

Goodwill and other intangible assets 317 445

Other long-term assets 439 246

Remeasurement of assets of businesses held for sale to fair value less cost to sell (1)

Total assets $ 4,924 $ 1,011

3 unchanged sentences

Total liabilities $ 1,671 $ 1,081

(1) Includes the effect of $ 867 million of cumulative foreign currency translation losses and $ 52 million of noncontrolling interests.

Segment Financial Information

4 unchanged sentences

Eliminations Consolidated

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Revenues - unaffiliated customers:

11 unchanged sentences

Interest expense — — — — — — ( 985 ) ( 985 )

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

Loss on sale of subsidiary and subsidiaries held for sale ( 1,225 ) — — — — — — ( 1,225 )

Earnings before income taxes

$ 2,779 $ 1,919 $ 546 $ 1,406 $ — $ 3,871 $ ( 985 ) $ 5,665

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

Revenues - unaffiliated customers:

13 unchanged sentences

$ 4,358 $ 1,525 $ 968 $ 1,206 $ — $ 3,699 $ ( 828 ) $ 7,229

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

Eliminations Consolidated

Six Months Ended June 30, 2024

Revenues - unaffiliated customers:

Premiums $ 143,243 $ 11,642 $ — $ — $ — $ 11,642 $ — $ 154,885

Products — 121 82 23,917 — 24,120 — 24,120

Services 4,917 8,053 3,107 1,561 — 12,721 — 17,638

Total revenues - unaffiliated customers

148,160 19,816 3,189 25,478 — 48,483 — 196,643

Total revenues - affiliated customers

— 33,193 5,801 37,654 ( 2,145 ) 74,503 ( 74,503 ) —

Investment and other income

1,063 772 55 118 — 945 — 2,008

Total revenues $ 149,223 $ 53,781 $ 9,045 $ 63,250 $ ( 2,145 ) $ 123,931 $ ( 74,503 ) $ 198,651

Earnings from operations $ 8,399 $ 3,818 $ 1,036 $ 2,553 $ — $ 7,407 $ — $ 15,806

Interest expense — — — — — — ( 1,829 ) ( 1,829 )

Loss on sale of subsidiary and subsidiaries held for sale ( 8,311 ) — — — — — — ( 8,311 )

Earnings before income taxes

$ 88 $ 3,818 $ 1,036 $ 2,553 $ — $ 7,407 $ ( 1,829 ) $ 5,666

Six Months Ended June 30, 2023

Revenues - unaffiliated customers:

Premiums $ 134,505 $ 10,755 $ — $ — $ — $ 10,755 $ — $ 145,260

Products — 95 79 20,744 — 20,918 — 20,918

Services 5,139 6,630 3,921 1,053 — 11,604 — 16,743

Total revenues - unaffiliated customers

139,644 17,480 4,000 21,797 — 43,277 — 182,921

Total revenues - affiliated customers

— 28,720 5,125 34,175 ( 1,752 ) 66,268 ( 66,268 ) —

Investment and other income

1,055 721 45 92 — 858 — 1,913

Total revenues $ 140,699 $ 46,921 $ 9,170 $ 56,064 $ ( 1,752 ) $ 110,403 $ ( 66,268 ) $ 184,834

Earnings from operations $ 8,701 $ 3,301 $ 1,875 $ 2,266 $ — $ 7,442 $ — $ 16,143

Interest expense — — — — — — ( 1,582 ) ( 1,582 )

Earnings before income taxes

$ 8,701 $ 3,301 $ 1,875 $ 2,266 $ — $ 7,442 $ ( 1,582 ) $ 14,561

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