What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-27 compared with 2024-02-28 · 181 added, 145 removed, 934 unchanged (26% of the section changed)

16 unchanged sentences

Commitments and Contingencies

Business Combinations

Dispositions and Held for Sale

Segment Financial Information

3 unchanged sentences

We have audited the accompanying consolidated balance sheets of UnitedHealth Group Incorporated and Subsidiaries (the “Company”) as of December 31, 2024 and 2023, 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, 2024, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, 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, 2024, 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 27, 2025 expressed an unqualified opinion on the Company’s internal control over financial reporting.

3 unchanged sentences

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.

federal securities laws and the 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.

Those standards require that we plan and perform the audit 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.

87 unchanged sentences

Interest expense ( 3,906 ) ( 3,246 ) ( 2,092 )

Loss on sale of subsidiary and subsidiaries held for sale ( 8,310 ) — —

Earnings before income taxes 20,071 29,112 26,343

25 unchanged sentences

( 277 ) ( 69 ) 107

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

Foreign currency translation (losses) gains ( 319 ) 559 192

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

Total foreign currency translation gains 3,895 559 192

Other comprehensive income (loss) 3,640 1,366 ( 3,009 )

13 unchanged sentences

20,120 406 20,526

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

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

Issuances of common stock, and related tax effects

8 — 1,100 1,100

Share-based compensation 875 875

8 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

7 unchanged sentences

14,405 663 15,068

Other comprehensive income 807 559 1,366

Other comprehensive (loss) income ( 255 ) 3,895 3,640

Issuances of common stock, and related tax effects

22 unchanged sentences

Share-based compensation 1,018 1,059 925

Loss on sale of subsidiary and subsidiaries held for sale 8,310 — —

Gains on dispositions and other strategic transactions ( 3,333 ) ( 489 ) ( 588 )

Other, net ( 28 ) ( 16 ) 257

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 and dispositions:

Accounts receivable ( 1,437 ) ( 3,114 ) ( 2,523 )

8 unchanged sentences

Maturities of investments 9,319 9,230 6,081

Cash paid for acquisitions, net of cash assumed ( 10,136 ) ( 21,458 ) ( 4,821 )

Cash paid for acquisitions and other transactions, net of cash assumed ( 13,408 ) ( 10,136 ) ( 21,458 )

Purchases of property, equipment and capitalized software ( 3,499 ) ( 3,386 ) ( 2,802 )

Cash received from dispositions 685 3,414 15

Loans to care providers - cyberattack ( 9,033 ) — —

Repayments of care provider loans - cyberattack 4,514 — —

Cash received from dispositions and other strategic transactions, net 2,041 685 3,414

Other, net ( 1,667 ) ( 960 ) ( 793 )

5 unchanged sentences

Repayments of long-term debt ( 3,000 ) ( 2,125 ) ( 3,015 )

Proceeds from (repayments of) short-term borrowings, net 11 732 ( 1,302 )

(Repayments of) proceeds from short-term borrowings, net ( 151 ) 11 732

Proceeds from issuance of long-term debt 17,811 6,394 14,819

4 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents ( 61 ) 97 34

Increase in cash and cash equivalents 2,062 1,990 4,454

Increase in cash and cash equivalents, including cash within businesses held for sale 104 2,062 1,990

cash within businesses held for sale ( 219 ) — —

Net (decrease) increase in cash and cash equivalents ( 115 ) 2,062 1,990

Cash and cash equivalents, beginning of period 25,427 23,365 21,375

50 unchanged sentences

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.

Optum Insight revenues are generally recognized over time and measured for 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.

46 unchanged sentences

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.

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.

In July 2024, the Company amended its Medicare Supplement Program with a membership organization (the Medicare Supplement Program).

The amendments provide the Company the right to use a trade name and other intellectual property in marketing efforts for Medicare Supplement offerings.

Amounts previously reported as assets under management are now included within the Company’s Consolidated Balance Sheet based upon their classification.

For periods prior to the amended Medicare Supplement Program, the Company excluded the effects of certain balance sheet amounts in its Consolidated Statements of Cash Flows, while these effects are included for periods after the amendments.

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.

Other current receivables include amounts due from pharmaceutical manufacturers for rebates and Medicare Part D drug discounts, loans to care providers in response to the Change Healthcare cyberattack, 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.

21 unchanged sentences

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.

If our qualitative assessment indicates a goodwill impairment is more likely than not, we perform additional quantitative analyses.

The Company may also elect to skip the qualitative testing and proceed directly to the quantitative testing.

10 unchanged sentences

Other Current Liabilities

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.

Other current liabilities include health savings account deposits ($ 13.7 billion and $ 13.5 billion as of December 31, 2024 and 2023, respectively), accruals for premium rebates payable, the current portion of future policy benefits and customer balances.

Policy Acquisition Costs

59 unchanged sentences

Nearly all of the Company’s investments in mortgage-backed securities were rated “Double A” or better as of December 31, 2024.

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 venture investments, employee savings plan related investments and shares of Brazilian real denominated fixed-income funds with readily determinable fair values.

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

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

Additionally, the Company’s investments included $ 3.8 billion and $ 1.4 billion of equity method investments primarily in operating businesses in the health care sector, as of December 31, 2024 and 2023, respectively.

34 unchanged sentences

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.

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.

18 unchanged sentences

For the years ended December 31, 2024, 2023 and 2022, the Company recognized $ 710 million, $ 276 million and $ 211 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.

The assets and liabilities within our South American operations held for sale as of December 31, 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 these assets and liabilities recorded during the years ended December 31, 2024, 2023 or 2022.

17 unchanged sentences

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.

Long-Term Debt.

16 unchanged sentences

Equity securities 1,859 24 65 1,948

Assets under management 1,505 2,140 110 3,755

Total assets at fair value $ 31,330 $ 42,347 $ 502 $ 74,179

50 unchanged sentences

Acquisitions — 2,071 — 2,305 4,376

Foreign currency effects and other adjustments, net 187 ( 182 ) 261 ( 7 ) 259

Dispositions, foreign currency effects and other adjustments, net ( 717 ) ( 324 ) ( 327 ) ( 6 ) ( 1,374 )

Balance at December 31, 2024 $ 27,161 $ 38,826 $ 18,980 $ 21,767 $ 106,734

4 unchanged sentences

Trademarks and technology 2,917 ( 1,284 ) 1,633 2,508 ( 958 ) 1,550

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

Trade names, trademarks, operating licenses and certificates and other indefinite-lived 10,454 — 10,454 2,116 — 2,116

Other 1,057 ( 391 ) 666 1,213 ( 412 ) 801

Total $ 31,618 $ ( 8,350 ) $ 23,268 $ 22,473 $ ( 7,279 ) $ 15,194

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:

The fair values and weighted-average useful lives assigned to intangible assets as a result of transactions completed during years ended:

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

2 unchanged sentences

Other 22 8 years 44 9 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

Total finite-lived $ 1,807 10 years $ 747 9 years

Total indefinite-lived - trade names, trademarks, operating licenses and certificates and other 8,795 1,427

Total intangible assets $ 10,602 $ 2,174

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

5 unchanged sentences

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

Acquisitions 1 308 88

Acquisitions (dispositions), net ( 755 ) 1 308

Reported medical costs:

7 unchanged sentences

Total medical payments ( 261,422 ) ( 238,556 ) ( 206,577 )

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

Medical costs payable, end of period $ 34,224 $ 32,395 $ 29,056

For the years ended December 31, 2024, 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 $ 23.7 billion and $ 22.3 billion at December 31, 2024 and 2023, respectively.

13 unchanged sentences

Net remaining outstanding liabilities prior to 2023 119

Acquisitions (dispositions), net ( 755 )

Medical costs payable included within businesses held for sale ( 179 )

Total medical costs payable $ 34,224

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) 2023 2022

Commercial paper $ 1,088 $ 800

$ 625 million 2.750 % notes due February 2023

$ 750 million 2.875 % notes due March 2023

$ 750 million 3.500 % notes due June 2023

$ 750 million 3.500 % notes due February 2024

$ 1,000 million 0.550 % notes due May 2024

$ 750 million 2.375 % notes due August 2024

$ 500 million 5.000 % notes due October 2024

$ 2,000 million 3.750 % notes due July 2025

$ 750 million 5.150 % notes due October 2025

$ 300 million 3.700 % notes due December 2025

$ 500 million 1.250 % notes due January 2026

$ 1,000 million 3.100 % notes due March 2026

$ 1,000 million 1.150 % notes due May 2026

$ 750 million 3.450 % notes due January 2027

$ 625 million 3.375 % notes due April 2027

$ 600 million 3.700 % notes due May 2027

$ 950 million 2.950 % notes due October 2027

$ 1,000 million 5.250 % notes due February 2028

$ 1,150 million 3.850 % notes due June 2028

$ 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

$ 1,000 million 2.875 % notes due August 2029

$ 1,250 million 5.300 % notes due February 2030

$ 1,250 million 2.000 % notes due May 2030

$ 1,500 million 2.300 % notes due May 2031

$ 1,500 million 4.200 % notes due May 2032

$ 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

$ 850 million 5.800 % notes due March 2036

$ 500 million 6.500 % notes due June 2037

$ 650 million 6.625 % notes due November 2037

$ 1,100 million 6.875 % notes due February 2038

$ 1,250 million 3.500 % notes due August 2039

$ 1,000 million 2.750 % notes due May 2040

$ 300 million 5.700 % notes due October 2040

$ 350 million 5.950 % notes due February 2041

$ 1,500 million 3.050 % notes due May 2041

$ 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

$ 750 million 4.250 % notes due March 2043

$ 2,000 million 4.750 % notes due July 2045

$ 750 million 4.200 % notes due January 2047

$ 725 million 4.250 % notes due April 2047

$ 950 million 3.750 % notes due October 2047

$ 1,350 million 4.250 % notes due June 2048

$ 1,100 million 4.450 % notes due December 2048

$ 1,250 million 3.700 % notes due August 2049

$ 1,250 million 2.900 % notes due May 2050

$ 2,000 million 3.250 % notes due May 2051

$ 2,000 million 4.750 % notes due May 2052

$ 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

$ 1,000 million 3.125 % notes due May 2060

$ 1,000 million 4.950 % notes due May 2062

$ 1,500 million 6.050 % notes due February 2063

$ 1,750 million 5.200 % notes due April 2063

Short-term borrowings and senior unsecured long-term debt consisted of commercial paper and notes as follows:

Carrying Value as of December 31, Carrying Value as of December 31,

(in millions, except percentages) 2024 2023 (continued) 2024 2023

Commercial paper $ 1,300 $ 1,088 $ 1,000 4.625 %, Jul 2035

$ 750 3.5 %, Feb 2024

— 750 $ 850 5.8 %, Mar 2036

$ 1,000 0.55 %, May 2024

— 999 $ 500 6.5 %, Jun 2037

$ 750 2.375 %, Aug 2024

— 750 $ 650 6.625 %, Nov 2037

$ 500 5 %, Oct 2024

— 499 $ 1,100 6.875 %, Feb 2038

$ 2,000 3.75 %, Jul 2025

1,999 1,997 $ 1,250 3.5 %, Aug 2039

$ 750 5.15 %, Oct 2025

749 748 $ 1,000 2.75 %, May 2040

$ 300 3.7 %, Dec 2025

300 299 $ 300 5.7 %, Oct 2040

$ 500 1.25 %, Jan 2026

499 498 $ 350 5.95 %, Feb 2041

$ 1,000 3.1 %, Mar 2026

999 998 $ 1,500 3.05 %, May 2041

$ 1,000 1.15 %, May 2026

953 924 $ 600 4.625 %, Nov 2041

$ 500 floating rate, Jul 2026

499 — $ 502 4.375 %, Mar 2042

$ 650 4.75 %, Jul 2026

648 — $ 625 3.95 %, Oct 2042

$ 750 3.45 %, Jan 2027

749 748 $ 750 4.25 %, Mar 2043

$ 500 4.6 %, Apr 2027

496 — $ 1,500 5.5 %, Jul 2044

$ 625 3.375 %, Apr 2027

623 622 $ 2,000 4.75 %, Jul 2045

$ 600 3.7 %, May 2027

598 598 $ 750 4.2 %, Jan 2047

$ 950 2.95 %, Oct 2027

946 944 $ 725 4.25 %, Apr 2047

$ 1,000 5.25 %, Feb 2028

998 1,011 $ 950 3.75 %, Oct 2047

$ 1,150 3.85 %, Jun 2028

1,147 1,146 $ 1,350 4.25 %, Jun 2048

$ 850 3.875 %, Dec 2028

847 846 $ 1,100 4.45 %, Dec 2048

$ 1,250 4.25 %, Jan 2029

1,221 1,238 $ 1,250 3.7 %, Aug 2049

$ 400 4.7 %, Apr 2029

398 — $ 1,250 2.9 %, May 2050

$ 900 4 %, May 2029

854 862 $ 2,000 3.25 %, May 2051

$ 1,000 2.875 %, Aug 2029

902 908 $ 2,000 4.75 %, May 2052

$ 1,250 4.8 %, Jan 2030

1,225 — $ 2,000 5.875 %, Feb 2053

$ 1,250 5.3 %, Feb 2030

1,243 1,275 $ 2,000 5.05 %, Apr 2053

$ 1,250 2 %, May 2030

1,240 1,238 $ 1,750 5.375 %, Apr 2054

$ 1,000 4.9 %, Apr 2031

982 — $ 2,750 5.625 %, Jul 2054

$ 1,500 2.3 %, May 2031

1,271 1,290 $ 1,250 3.875 %, Aug 2059

$ 1,500 4.95 %, Jan 2032

1,489 — $ 1,000 3.125 %, May 2060

$ 1,500 4.2 %, May 2032

1,372 1,412 $ 1,000 4.95 %, May 2062

$ 2,000 5.35 %, Feb 2033

1,966 2,046 $ 1,500 6.05 %, Feb 2063

$ 1,500 4.5 %, Apr 2033

1,410 1,463 $ 1,750 5.2 %, Apr 2063

$ 1,250 5 %, Apr 2034

1,214 — $ 1,100 5.5 %, Apr 2064

$ 2,000 5.15 %, Jul 2034

1,959 — $ 1,850 5.75 %, Jul 2064

Total short-term borrowings and long-term debt $ 76,180 $ 61,473

12 unchanged sentences

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, 2023.

As of December 31, 2024, the Company was in compliance with the various covenants under its bank credit facilities.

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 income before income taxes, based upon tax jurisdiction, for the years ended December 31 are as follows:

(in millions) 2024 2023 2022

Income before income taxes:

Domestic $ 28,264 $ 29,210 $ 26,685

Foreign ( 8,193 ) ( 98 ) ( 342 )

Total income before income taxes $ 20,071 $ 29,112 $ 26,343

The components of the provision for income taxes for the years ended December 31 are as follows:

5 unchanged sentences

Total current provision 5,125 6,213 6,377

Deferred (benefit) provision ( 245 ) ( 673 ) 130

Deferred benefit ( 296 ) ( 245 ) ( 673 )

Total provision for income taxes $ 4,829 $ 5,968 $ 5,704

8 unchanged sentences

Foreign rate differential ( 369 ) ( 1.8 ) ( 442 ) ( 1.5 ) ( 265 ) ( 1.0 )

Tax effect of dispositions and other strategic transactions 1,215 6.1 ( 29 ) ( 0.1 ) ( 215 ) ( 0.8 )

Other, net ( 650 ) ( 3.3 ) ( 341 ) ( 1.2 ) ( 9 ) ( 0.1 )

35 unchanged sentences

net operating loss carryforwards.

Gross federal net operating loss carryforwards of $ 125 million expire beginning in 2026 through 2042 and $ 360 million have an indefinite carryforward period;

Substantially all of the federal net operating loss carryforwards have indefinite carryforward periods;

state net operating loss carryforwards expire beginning in 2025 through 2044, with some having an indefinite carryforward period.

Substantially all of the non-U.S.

tax loss carryforwards have indefinite carryforward periods.

Additionally, as of December 31, 2024, the Company has historical non-U.S.

net operating loss carryforwards for which a deferred tax asset and valuation allowance of $4.1 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.

As of December 31, 2024, except for subsidiaries held for sale, the Company’s undistributed earnings from non-U.S.

subsidiaries are intended to be indefinitely reinvested in non-U.S.

24 unchanged sentences

The Company is no longer subject to state income tax examinations prior to the 2015 tax year.

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

The Company is subject to examination in non-U.S.

jurisdictions for years 2015 and forward.

9 unchanged sentences

For the year ended December 31, 2023, the Company’s domestic insurance and HMO subsidiaries paid their parent companies dividends of $ 8.0 billion, including $ 4.9 billion of extraordinary dividends.

The Company's global financially regulated subsidiaries had estimated aggregate statutory capital and surplus of $ 38.5 billion as of December 31, 2023.

The estimated statutory capital and surplus necessary to satisfy regulatory requirements of the Company's global financially regulated subsidiaries was approximately $ 18.3 billion as of December 31, 2023.

The Company's financially regulated subsidiaries had estimated aggregate statutory capital and surplus of $ 37.8 billion as of December 31, 2024.

The estimated statutory capital and surplus necessary to satisfy regulatory requirements of the Company's financially regulated subsidiaries was approximately $ 20.4 billion as of December 31, 2024.

Optum Bank must meet minimum capital requirements of the FDIC under the capital adequacy rules to which it is subject.

4 unchanged sentences

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 restrictions.

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.

In June 2024, the Board of Directors amended the Company’s share repurchase program to authorize the

repurchase of up to 35 million shares of its common stock, in addition to all remaining shares authorized to be repurchased under the Board’s 2018 renewal of the program.

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.

63 unchanged sentences

Risk-free interest rate 3.6 % - 4.4 %

3.8 % - 4.6 %

1.9 % - 4.3 %

Expected volatility 25.5 % - 30.7 %

29.7 % - 30.6 %

30.6 % - 30.8 %

Expected dividend yield 1.4 % - 1.5 %

1.3 % - 1.5 %

Forfeiture rate 5.0 % 5.0 % 5.0 %

30 unchanged sentences

The total anticipated capital required for these acquisitions, excluding the payoff of acquired indebtedness, is approximately $ 4 billion.

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

11 unchanged sentences

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 Civil Rights, the Government Accountability Office, the Federal Trade Commission, U.S.

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 for Civil Rights, the Government Accountability Office, the Federal Trade Commission, U.S.

Congressional committees, the U.S.

1 unchanged sentence

Drug Enforcement Administration, the 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.

Department of Labor, the

FDIC, the Consumer Financial Protection Bureau, the Defense Contract Audit Agency, the Food and Drug Administration and other governmental authorities.

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

governmental authorities.

7 unchanged sentences

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

Business Combinations

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)

Dispositions and Held for Sale

During the year ended December 31, 2024, the Company completed or initiated various business portfolio refinement and asset disposition activities.

The Company recorded a loss of $ 7.1 billion related to the sale of its Brazil operations, of which $ 4.1 billion related to the impact of cumulative foreign currency translation losses previously included in accumulated other comprehensive loss, and a loss of $ 1.2 billion related to the reclassification of the Company’s remaining South American operations as held for sale, of which $ 855 million related to the impact of cumulative foreign currency translation losses.

As these losses relate to our strategic exit of South American markets and include significant losses related to foreign currency translation effects, these losses are included within loss on sale of subsidiary and subsidiaries held for sale on the Consolidated Statement of Operations.

The sales of the Company’s remaining South American assets are expected to close within a year, subject to regulatory and other customary closing conditions.

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

The assets and liabilities of the Brazil and held for sale disposal groups as of the date of the sale and as of December 31, 2024, respectively, were as follows:

(in millions) Brazil

Disposition Businesses

Held for Sale

Cash and cash equivalents $ 778 $ 219

Accounts receivable and other current assets 515 573

Property, equipment and other long-term assets 634

Other intangible assets 2,174

Total identifiable assets acquired 3,602

Long-term investments 788 41

Property, equipment and capitalized software 1,052 641

Deferred tax assets 1,035 —

Goodwill and other intangible assets 317 413

Other long-term assets 439 231

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

Total assets $ 4,924 $ 894

Medical costs payable $ 701 $ 179

1 unchanged sentence

Other long-term liabilities 136 504

Total identifiable liabilities acquired ( 1,436 )

Total net identifiable assets 2,166

Goodwill 10,121

Redeemable noncontrolling interests ( 122 )

Nonredeemable noncontrolling interests ( 1,925 )

Net assets acquired $ 10,240

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 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.

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.

Total liabilities $ 1,671 $ 1,021

(1) Includes the effect of $ 855 million of cumulative foreign currency translation losses and $ 56 million of noncontrolling interests.

As a result of continued portfolio refinement, the Company sold other businesses and assets and entered into strategic transactions.

These transactions resulted in total consideration received of $ 3.0 billion and an additional $ 1.9 billion of equity method investments related to the valuation of our retained interests in certain transactions.

The carrying value for these transactions was $ 1.0 billion, primarily related to goodwill.

The gains from business portfolio refinement, including strategic

transactions, were recorded within operating costs in the Consolidated Statement of Operations and contributed about 80 basis points ($ 3.3 billion) to the operating cost ratio, nearly half ($ 1.4 billion) related to Optum Health with the remainder split between UnitedHealthcare ($ 1.1 billion) and Optum Insight ($ 800 million).

Certain transactions also included various put and call options, which were valued at $ 630 million and included in other liabilities on the Consolidated Balance Sheet.

As of December 31, 2024 the total estimated future obligation under these arrangements if the Company decided or was required to repurchase these interests was up to $ 3.4 billion.

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 CODM uses consolidated expense information and segment earnings from operations to assess performance and determine allocation of resources.

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 and UnitedHealthcare Community & State.

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.

Domestically, UnitedHealthcare Employer & Individual offers an array of consumer-oriented health benefit plans and services for employers and individuals.

Globally, UnitedHealthcare Employer & Individual provides health and dental benefits and hospital and clinical services to employers and individuals in South America and other diversified global businesses.

The 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 employers and individuals.

UnitedHealthcare Medicare & Retirement provides health care coverage and health and well-being services to individuals age 50 and older, addressing their unique needs.

17 unchanged sentences

As a percentage of the Company’s total consolidated revenues, premium revenues from CMS were 40 %, 40 % and 38 % for the years ended December 31, 2024, 2023 and 2022, 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.

customer revenue represented approximately 99 %, 97 % and 97 % of consolidated total revenues for 2024, 2023 and 2022, respectively.

Long-lived fixed assets located in the United States represented approximately 92 % and 82 % of the total long-lived fixed assets as of December 31, 2024 and 2023, respectively.

11 unchanged sentences

Total revenues $ 298,208 $ 105,358 $ 18,757 $ 133,231 $ ( 4,389 ) $ 252,957 $ ( 150,887 ) $ 400,278

Total operating costs (a) $ 282,624 $ 97,588 $ 15,660 $ 127,395 $ ( 4,389 ) $ 236,254 $ ( 150,887 ) $ 367,991

Earnings from operations $ 15,584 $ 7,770 $ 3,097 $ 5,836 $ — $ 16,703 $ — $ 32,287

Interest expense — — — — — — ( 3,906 ) ( 3,906 )

Loss on sale of subsidiary and subsidiaries held for sale ( 8,310 ) — — — — — — ( 8,310 )

Earnings before income taxes $ 7,274 $ 7,770 $ 3,097 $ 5,836 $ — $ 16,703 $ ( 3,906 ) $ 20,071

10 unchanged sentences

Total revenues $ 281,360 $ 95,319 $ 18,932 $ 116,087 $ ( 3,703 ) $ 226,635 $ ( 136,373 ) $ 371,622

Total operating costs (a) $ 264,945 $ 88,759 $ 14,664 $ 110,972 $ ( 3,703 ) $ 210,692 $ ( 136,373 ) $ 339,264

Earnings from operations $ 16,415 $ 6,560 $ 4,268 $ 5,115 $ — $ 15,943 $ — $ 32,358

12 unchanged sentences

Total revenues $ 249,741 $ 71,174 $ 14,581 $ 99,773 $ ( 2,760 ) $ 182,768 $ ( 108,347 ) $ 324,162

Total operating costs (a) $ 235,362 $ 65,142 $ 10,993 $ 95,337 $ ( 2,760 ) $ 168,712 $ ( 108,347 ) $ 295,727

Earnings from operations $ 14,379 $ 6,032 $ 3,588 $ 4,436 $ — $ 14,056 $ — $ 28,435

4 unchanged sentences

Depreciation and amortization 973 943 841 643 — 2,427 — 3,400

(a) Total operating costs include medical costs, operating costs, cost of products sold and depreciation and amortization, as applicable for each reportable segment.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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