UNITEDHEALTH GROUP INC 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Page Report of Independent Registered Public Accounting Firm ( PCAOB ID No 34 ) 38 Consolidated Balance Sheets 40 Consolidated Statements of Operations 41 Consolidated Statements of Comprehensive Income 42 Consolidated Statements of Changes in Equity 43 Consolidated Statements of Cash Flows 44 Notes to the Consolidated Financial Statements 45 1. Description of Business 45 2. Basis of Presentation, Use of Estimates and Significant Accounting Policies 45 3. Investments 50 4. Fair Value 51 5. Property, Equipment and Capitalized Software 54 6. Goodwill and Other Intangible Assets 54 7. Medical Costs Payable 55 8. Short-Term Borrowings and Long-Term Debt 57 9. Income Taxes 58 10. Shareholders’ Equity 60 11. Share-Based Compensation 61 12. Commitments and Contingencies 63 13. Dispositions and Held for Sale 64 14. Segment Financial Information 65 37 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of UnitedHealth Group Incorporated and Subsidiaries: Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of UnitedHealth Group Incorporated and Subsidiaries (the “Company”) as of December 31, 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 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. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and 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 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. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the Audit and Finance Committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 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. 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 medical care services IBNR as a critical audit matter because it requires significant management assumptions 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 estimates for medical care services IBNR. 38 Table of Contents How the Critical Audit Matter Was Addressed in the Audit 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 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 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 2024 with dates of service in 2023 or prior. / S / DELOITTE & TOUCHE LLP Minneapolis, Minnesota February 27, 2025 We have served as the Company's auditor since 2002. 39 Table of Contents UnitedHealth Group Consolidated Balance Sheets (in millions, except per share data) December 31, 2024 December 31, 2023 Assets Current assets: Cash and cash equivalents $ 25,312 $ 25,427 Short-term investments 3,801 4,201 Accounts receivable, net of allowances of $ 985 and $ 1,000 22,365 21,276 Other current receivables, net of allowances of $ 2,864 and $ 2,084 26,089 17,694 Assets under management — 3,755 Prepaid expenses and other current assets 8,212 6,084 Total current assets 85,779 78,437 Long-term investments 52,354 47,609 Property, equipment and capitalized software, net of accumulated depreciation and amortization of $ 6,971 and $ 7,039 10,553 11,450 Goodwill 106,734 103,732 Other intangible assets, net of accumulated amortization of $ 8,350 and $ 7,279 23,268 15,194 Other assets 19,590 17,298 Total assets $ 298,278 $ 273,720 Liabilities, redeemable noncontrolling interests and equity Current liabilities: Medical costs payable $ 34,224 $ 32,395 Accounts payable and accrued liabilities 34,337 31,958 Short-term borrowings and current maturities of long-term debt 4,545 4,274 Unearned revenues 3,317 3,355 Other current liabilities 27,346 27,072 Total current liabilities 103,769 99,054 Long-term debt, less current maturities 72,359 58,263 Deferred income taxes 3,620 3,021 Other liabilities 15,939 14,463 Total liabilities 195,687 174,801 Commitments and contingencies (Note 12) Redeemable noncontrolling interests 4,323 4,498 Equity: Preferred stock, $ 0.001 par value - 10 shares authorized; no shares issued or outstanding — — Common stock, $ 0.01 par value - 3,000 shares authorized; 915 and 924 issued and outstanding 9 9 Retained earnings 96,036 95,774 Accumulated other comprehensive loss ( 3,387 ) ( 7,027 ) Nonredeemable noncontrolling interests 5,610 5,665 Total equity 98,268 94,421 Total liabilities, redeemable noncontrolling interests and equity $ 298,278 $ 273,720 See Notes to the Consolidated Financial Statements 40 Table of Contents UnitedHealth Group Consolidated Statements of Operations For the Years Ended December 31, (in millions, except per share data) 2024 2023 2022 Revenues: Premiums $ 308,810 $ 290,827 $ 257,157 Products 50,226 42,583 37,424 Services 36,040 34,123 27,551 Investment and other income 5,202 4,089 2,030 Total revenues 400,278 371,622 324,162 Operating costs: Medical costs 264,185 241,894 210,842 Operating costs 53,013 54,628 47,782 Cost of products sold 46,694 38,770 33,703 Depreciation and amortization 4,099 3,972 3,400 Total operating costs 367,991 339,264 295,727 Earnings from operations 32,287 32,358 28,435 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 Provision for income taxes ( 4,829 ) ( 5,968 ) ( 5,704 ) Net earnings 15,242 23,144 20,639 Earnings attributable to noncontrolling interests ( 837 ) ( 763 ) ( 519 ) Net earnings attributable to UnitedHealth Group common shareholders $ 14,405 $ 22,381 $ 20,120 Earnings per share attributable to UnitedHealth Group common shareholders: Basic $ 15.64 $ 24.12 $ 21.47 Diluted $ 15.51 $ 23.86 $ 21.18 Basic weighted-average number of common shares outstanding 921 928 937 Dilutive effect of common share equivalents 8 10 13 Diluted weighted-average number of common shares outstanding 929 938 950 Anti-dilutive shares excluded from the calculation of dilutive effect of common share equivalents 6 6 3 See Notes to the Consolidated Financial Statements 41 Table of Contents UnitedHealth Group Consolidated Statements of Comprehensive Income For the Years Ended December 31, (in millions) 2024 2023 2022 Net earnings $ 15,242 $ 23,144 $ 20,639 Other comprehensive income (loss): Gross unrealized gains (losses) on investment securities during the period 29 1,139 ( 4,292 ) Income tax effect ( 7 ) ( 263 ) 984 Total unrealized gains (losses), net of tax 22 876 ( 3,308 ) Gross reclassification adjustment for net realized (gains) losses included in net earnings ( 369 ) ( 90 ) 139 Income tax effect 92 21 ( 32 ) Total reclassification adjustment, net of tax ( 277 ) ( 69 ) 107 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 ) Comprehensive income 18,882 24,510 17,630 Comprehensive income attributable to noncontrolling interests ( 837 ) ( 763 ) ( 519 ) Comprehensive income attributable to UnitedHealth Group common shareholders $ 18,045 $ 23,747 $ 17,111 See Notes to the Consolidated Financial Statements 42 Table of Contents UnitedHealth Group Consolidated Statements of Changes in Equity Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Nonredeemable Noncontrolling Interests Total Equity (in millions, except per share data) Shares Amount Net Unrealized Gains (Losses) on Investments Foreign Currency Translation (Losses) Gains Balance at January 1, 2022 941 $ 10 $ — $ 77,134 $ 423 $ ( 5,807 ) $ 3,285 $ 75,045 Net earnings 20,120 406 20,526 Other comprehensive (loss) income ( 3,201 ) 192 ( 3,009 ) Issuances of common stock, and related tax effects 7 — 903 903 Share-based compensation 875 875 Common share repurchases ( 14 ) ( 1 ) ( 1,892 ) ( 5,107 ) ( 7,000 ) Cash dividends paid on common shares ($ 6.40 per share) ( 5,991 ) ( 5,991 ) Redeemable noncontrolling interests fair value and other adjustments 114 114 Acquisition and other adjustments of nonredeemable noncontrolling interests 374 374 Distributions to nonredeemable noncontrolling interests ( 387 ) ( 387 ) Balance at December 31, 2022 934 9 — 86,156 ( 2,778 ) ( 5,615 ) 3,678 81,450 Net earnings 22,381 575 22,956 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 Common share repurchases ( 16 ) — ( 2,057 ) ( 6,002 ) ( 8,059 ) Cash dividends paid on common shares ($ 7.29 per share) ( 6,761 ) ( 6,761 ) Redeemable noncontrolling interests fair value and other adjustments ( 201 ) ( 201 ) Acquisition and other adjustments of nonredeemable noncontrolling interests 1,928 1,928 Distributions to nonredeemable noncontrolling interests ( 516 ) ( 516 ) Balance at December 31, 2023 924 9 — 95,774 ( 1,971 ) ( 5,056 ) 5,665 94,421 Net earnings 14,405 663 15,068 Other comprehensive (loss) income ( 255 ) 3,895 3,640 Issuances of common stock, and related tax effects 8 — 1,485 1,485 Share-based compensation 963 963 Common share repurchases ( 17 ) — ( 2,395 ) ( 6,610 ) ( 9,005 ) Cash dividends paid on common shares ($ 8.18 per share) ( 7,533 ) ( 7,533 ) Redeemable noncontrolling interests fair value and other adjustments ( 53 ) ( 53 ) Acquisition and other adjustments of nonredeemable noncontrolling interests 26 26 Distributions to nonredeemable noncontrolling interests ( 744 ) ( 744 ) Balance at December 31, 2024 915 $ 9 $ — $ 96,036 $ ( 2,226 ) $ ( 1,161 ) $ 5,610 $ 98,268 See Notes to the Consolidated Financial Statements 43 Table of Contents UnitedHealth Group Consolidated Statements of Cash Flows For the Years Ended December 31, (in millions) 2024 2023 2022 Operating activities Net earnings $ 15,242 $ 23,144 $ 20,639 Noncash items: Depreciation and amortization 4,099 3,972 3,400 Deferred income taxes ( 296 ) ( 245 ) ( 673 ) 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 dispositions: Accounts receivable ( 1,437 ) ( 3,114 ) ( 2,523 ) Other assets ( 4,140 ) ( 2,444 ) ( 1,374 ) Medical costs payable 2,503 3,482 4,053 Accounts payable and other liabilities 2,463 3,516 1,964 Unearned revenues ( 197 ) 203 126 Cash flows from operating activities 24,204 29,068 26,206 Investing activities Purchases of investments ( 27,308 ) ( 18,314 ) ( 18,825 ) Sales of investments 18,514 7,307 5,907 Maturities of investments 9,319 9,230 6,081 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 ) 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 ) Cash flows used for investing activities ( 20,527 ) ( 15,574 ) ( 28,476 ) Financing activities Common share repurchases ( 9,000 ) ( 8,000 ) ( 7,000 ) Cash dividends paid ( 7,533 ) ( 6,761 ) ( 5,991 ) Proceeds from common stock issuances 1,846 1,353 1,253 Repayments of long-term debt ( 3,000 ) ( 2,125 ) ( 3,015 ) (Repayments of) proceeds from short-term borrowings, net ( 151 ) 11 732 Proceeds from issuance of long-term debt 17,811 6,394 14,819 Customer funds administered ( 1,560 ) ( 521 ) 5,548 Purchases of redeemable noncontrolling interests ( 280 ) ( 730 ) ( 176 ) Other, net ( 1,645 ) ( 1,150 ) ( 1,944 ) Cash flows (used for) from financing activities ( 3,512 ) ( 11,529 ) 4,226 Effect of exchange rate changes on cash and cash equivalents ( 61 ) 97 34 Increase in cash and cash equivalents, including cash within businesses held for sale 104 2,062 1,990 Less: 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 Cash and cash equivalents, end of period $ 25,312 $ 25,427 $ 23,365 Supplemental cash flow disclosures Cash paid for interest $ 3,594 $ 3,035 $ 1,945 Cash paid for income taxes 4,620 6,078 5,222 See Notes to the Consolidated Financial Statements 44 Table of Contents UnitedHealth Group Notes to the Consolidated Financial Statements 1. Description of Business UnitedHealth Group Incorporated (individually and together with its subsidiaries, “UnitedHealth Group” and “the Company”) is a health care and well-being company with a mission to help people live healthier lives and help make the health system work better for everyone. 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. 2. Basis of Presentation, Use of Estimates and Significant Accounting Policies Basis of Presentation The Company has prepared the Consolidated Financial Statements according to U.S. Generally Accepted Accounting Principles (GAAP) and has included the accounts of UnitedHealth Group and its subsidiaries. Use of Estimates These Consolidated Financial Statements include certain amounts based on the Company’s best estimates and judgments. The Company’s most significant estimates relate to estimates and judgments for medical costs payable and goodwill. Certain of these estimates require the application of complex assumptions and judgments, often because they involve matters inherently uncertain and will likely change in subsequent periods. The impact of any change in estimates is included in earnings in the period in which the estimate is adjusted. Revenues Premiums Premium revenues are primarily derived from risk-based arrangements in which the premium is typically at a fixed rate per individual served for a one-year period, and the Company assumes the economic risk of funding its customers’ health care and related administrative costs. Premium revenues are recognized in the period in which eligible individuals are entitled to receive health care benefits. Health care premium payments received from the Company’s customers in advance of the service period are recorded as unearned revenues. Fully insured commercial products of U.S. health plans, Medicare Advantage and Medicare Prescription Drug Benefit (Medicare Part D) plans with medical loss ratios (MLRs) as calculated under the definitions in the Patient Protection and Affordable Care Act (ACA) and related federal and state regulations and implementing regulation, falling below certain targets are required to rebate ratable portions of their premiums annually. Commercial premiums within the Company’s individual and small group markets are also subject to the ACA risk adjustment program. Medicare Advantage premium revenue includes the impact of the Centers for Medicare & Medicaid Services (CMS) quality bonuses based on plans’ Star rating. Certain of the Company’s Medicaid business is also subject to state minimum MLR rebates. Premium revenues are recognized based on the estimated premiums earned, net of projected rebates, because the Company is able to reasonably estimate the ultimate premiums of these contracts. The Company also records premium revenues for certain value-based arrangements at its Optum Health care delivery businesses. Under these value-based arrangements, the Company enters into agreements with health plans to stand ready to deliver, integrate, direct and control certain health care services for patients. In exchange, the Company receives a premium that is typically paid on a per-patient per-month basis. The Company considers these value-based arrangements to represent a single performance obligation where premium revenues are recognized in the period in which health care services are made available. The Company’s Medicare Advantage and Medicare Part D premium revenues are subject to periodic adjustment under CMS’ risk adjustment payment methodology. CMS deploys a risk adjustment model which apportions premiums paid to all health plans according to health severity and certain demographic factors. The CMS risk adjustment model provides higher per member payments for enrollees diagnosed with certain conditions and lower payments for enrollees who are healthier. Under this risk adjustment methodology, CMS calculates the risk adjusted premium payment using diagnosis and encounter data from hospital inpatient, hospital outpatient and physician treatment settings. The Company and health care providers collect, capture and submit the necessary and available data to CMS within prescribed deadlines. The Company estimates risk adjustment premium revenues based upon the data submitted and expected to be submitted to CMS. Risk adjustment data for the Company’s plans are subject to review by the government, including audit by regulators. See Note 12 for additional information regarding these audits. 45 Table of Contents Products and Services For the Company’s Optum Rx pharmacy care services business, the majority of revenues are derived from products sold through a contracted network of retail pharmacies or home delivery, specialty and community health pharmacies. Product revenues include the cost of pharmaceuticals (net of rebates), a negotiated dispensing fee and customer co-payments. Pharmacy products are billed to customers based on the number of transactions occurring during the billing period. Product revenues are recognized when the prescriptions are dispensed. The Company has entered into contracts in which it is primarily obligated to pay its network pharmacy providers for benefits provided to their customers regardless of whether the Company is paid. The Company is also involved in establishing the prices charged by retail pharmacies, determining which drugs will be included in formulary listings and selecting which retail pharmacies will be included in the network offered to plan sponsors’ members and accordingly, product revenues are reported on a gross basis. Services revenue includes a number of services and products sold through Optum. Optum Health’s service revenues include net patient service revenues recorded based upon established billing rates, less allowances for contractual adjustments, and are recognized as services are provided. For its financial services offerings, Optum Health charges fees and earns investment income on managed funds. Optum Insight provides software and information products, advisory consulting arrangements and managed services outsourcing contracts, which may be delivered over several years. Optum Insight revenues are generally recognized over time and measured 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. 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. As the Company has neither the obligation for funding the health care costs, nor the primary responsibility for providing the medical care, the Company does not recognize premium revenue and medical costs for these contracts in its Consolidated Financial Statements. For these fee-based customer arrangements, the Company provides coordination and facilitation of medical services; transaction processing; customer, consumer and care professional services; and access to contracted networks of physicians, hospitals and other health care professionals. These services are performed throughout the contract period. As of December 31, 2024 and 2023, accounts receivables related to products and services were $ 9.9 billion and $ 8.6 billion, respectively. In 2024 and 2023, the Company had no material bad-debt expense and there were no material contract assets, contract liabilities or deferred contract costs recorded on the Consolidated Balance Sheets as of December 31, 2024 or 2023. For the years ended December 31, 2024, 2023 and 2022, revenue recognized from performance obligations related to prior periods (for example, due to changes in transaction price) was not material. As of December 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 $ 12.7 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. Medical Costs and Medical Costs Payable The Company’s estimate of medical costs payable represents management’s best estimate of its liability for unpaid medical costs as of December 31, 2024. Each period, the Company re-examines previously established medical costs payable estimates based on actual claim submissions and other changes in facts and circumstances. As more complete claim information becomes available, the Company adjusts the amount of the estimates and includes the changes in estimates in medical costs in the period in which the change is identified. Approximately 90 % of claims related to medical care services are known and settled within 90 days from the date of service and substantially all within twelve months. Medical costs and medical costs payable include estimates of the Company’s obligations for medical care services rendered on behalf of consumers, but for which claims have either not yet been received, processed, or paid. The Company develops estimates for medical care services incurred but not reported (IBNR), which includes estimates for claims which have not been received or fully processed, using an actuarial process consistently applied, centrally controlled and automated. The actuarial models consider factors such as time from date of service to claim processing, seasonal variances in medical care consumption, health care professional contract rate changes, care activity and other medical cost trends, membership volume and 46 Table of Contents demographics, the introduction of new technologies, benefit plan changes and business mix changes related to products, customers and geography. 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 medical costs incurred in prior months for which more complete claim data are available, supplemented by a review of near-term completion factors (actuarial estimates, based upon historical experience and analysis of current trends, of the percentage of incurred claims during a given period adjudicated by the Company at the date of estimation). For months prior to the most recent two months, the Company applies the completion factors to actual claims adjudicated-to-date to estimate the expected amount of ultimate incurred claims for those months. Cost of Products Sold The Company’s cost of products sold includes the cost of pharmaceuticals dispensed to unaffiliated customers either directly at its home delivery, specialty and community pharmacy locations, or indirectly through its nationwide network of participating pharmacies. Rebates attributable to unaffiliated clients are accrued as rebates receivable and a reduction of cost of products sold, with a corresponding payable for the amounts of the rebates to be remitted to those unaffiliated clients in accordance with their contracts and recorded in the Consolidated Statements of Operations as a reduction of product revenue. Cost of products sold also includes the cost of personnel to support the Company’s transaction processing services, system sales, maintenance and professional services. Cash, Cash Equivalents and Investments Cash and cash equivalents are highly liquid investments having an original maturity of three months or less. The fair value of cash and cash equivalents approximates their carrying value because of the short maturity of the instruments. Investments with maturities of less than one year are classified as short-term. Because of regulatory requirements, certain investments are included in long-term investments regardless of their maturity date. The Company classifies these investments as held-to-maturity and reports them at amortized cost. Substantially all other investments are classified as available-for-sale and reported at fair value based on quoted market prices, where available. Equity investments 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. The Company evaluates an available-for-sale debt security for credit-related impairment by considering the present value of expected cash flows relative to a security’s amortized cost, the extent to which fair value is less than amortized cost, the financial condition and near-term prospects of the issuer and specific events or circumstances which may influence the operations of the issuer. Credit-related impairments are recorded as an allowance, with an offset to investment and other income. Non-credit related impairments are recorded through other comprehensive income. If the Company intends to sell an impaired security, or will likely be required to sell a security before recovery of the entire amortized cost, the entire impairment is included in net earnings. New information and the passage of time can change these judgments. The Company manages its investment portfolio to limit its exposure to any one issuer or market sector, and largely limits its investments to investment grade quality. Assets Under Management 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, loans to care providers in response to the Change Healthcare cyberattack, accrued interest and other miscellaneous amounts due to the Company. 47 Table of Contents The Company’s pharmacy care services businesses contract with pharmaceutical manufacturers, some of which provide rebates based on use of the manufacturers’ products by its affiliated and unaffiliated clients. The Company accrues rebates as they are earned by its clients on a monthly basis based on the terms of the applicable contracts, historical data and current estimates. The pharmacy care services businesses bill these rebates to the manufacturers on a monthly or quarterly basis depending on the contractual terms and record rebates attributable to affiliated clients as a reduction to medical costs. The Company generally receives rebates two to five months after billing. As of December 31, 2024 and 2023, total pharmaceutical manufacturer rebates receivable included in other receivables in the Consolidated Balance Sheets amounted to $ 12.5 billion and $ 11.0 billion, respectively. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets included pharmaceutical drug and supplies inventory of $ 3.8 billion and $ 2.8 billion as of December 31, 2024 and 2023, respectively. Property, Equipment and Capitalized Software Property, equipment and capitalized software are stated at cost, net of accumulated depreciation and amortization. Capitalized software consists of certain costs incurred in the development of internal-use software, including external direct costs of materials and services and applicable payroll costs of employees devoted to specific software development. The Company calculates depreciation and amortization using the straight-line method over the estimated useful lives of the assets. The useful lives for property, equipment and capitalized software are: Furniture, fixtures and equipment 3 to 10 years Buildings 35 to 40 years Capitalized software 3 to 5 years Leasehold improvements are depreciated over the shorter of the remaining lease term or their estimated useful economic life. Operating Leases The Company leases facilities and equipment under long-term operating leases which are non-cancelable and expire on various dates. At the lease commencement date, lease right-of-use (ROU) assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term, which includes all fixed obligations arising from the lease contract. If an interest rate is not implicit in a lease, the Company utilizes its incremental borrowing rate for a period closely matching the lease term. The Company’s ROU assets are included in other assets, and lease liabilities are included in other current liabilities and other liabilities in the Company’s Consolidated Balance Sheet . Goodwill To determine whether goodwill is impaired, annually or more frequently if needed, the Company performs impairment tests. The Company may first assess qualitative factors to determine if it is more likely than not the carrying value of a reporting unit exceeds its estimated fair value. 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. When performing quantitative testing, the Company first estimates the fair values of its reporting units using discounted cash flows. 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 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. If the fair value is less than the carrying value of the reporting unit, an impairment is recognized for the difference, up to the carrying amount of goodwill. There was no impairment of goodwill during the years ended December 31, 2024, 2023 and 2022. Intangible Assets 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. There was no impairment of intangible assets during the years ended December 31, 2024, 2023 and 2022. Other Current Liabilities 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. 48 Table of Contents Policy Acquisition Costs The Company’s short duration health insurance contracts typically have a one-year term and may be canceled by the customer with at least 30 days’ notice. Costs related to the acquisition and renewal of short duration customer contracts are primarily charged to expense as incurred. Redeemable Noncontrolling Interests Redeemable noncontrolling interests in the Company’s subsidiaries whose redemption is outside of the Company’s control are classified as temporary equity. These interests primarily relate to put options on unowned shares, which are typically redeemable at fair value after a certain time period. The Company accretes changes in the redemption value to the earliest redemption date utilizing the interest method. If all interests were currently redeemable, the difference between the carrying value and the estimated redemption value is not material. The following table provides details of the Company's redeemable noncontrolling interests’ activity for the years ended December 31, 2024 and 2023: (in millions) 2024 2023 Redeemable noncontrolling interests, beginning of period $ 4,498 $ 4,897 Net earnings 174 188 Acquisitions 33 122 Redemptions ( 280 ) ( 730 ) Distributions ( 125 ) ( 144 ) Fair value and other adjustments 23 165 Redeemable noncontrolling interests, end of period $ 4,323 $ 4,498 Share-Based Compensation The Company recognizes compensation expense for share-based awards, including stock options and restricted stock and restricted stock units (collectively, restricted shares), on a straight-line basis over the related service period (generally the vesting period) of the award, or to an employee’s eligible retirement date under the award agreement, if earlier. Restricted shares vest ratably, primarily over four years, and compensation expense related to restricted shares is based on the share price on the date of grant. Stock options vest ratably primarily over four years and may be exercised up to 10 years from the date of grant. Compensation expense related to stock options is based on the fair value at the date of grant, which is estimated on the date of grant using a binomial option-pricing model. Under the Company’s Employee Stock Purchase Plan (ESPP), eligible employees are allowed to purchase the Company’s stock at a discounted price, which is 90% of the market price of the Company’s common stock at the end of the six-month purchase period. Share-based compensation expense for all programs is recognized in operating costs in the Consolidated Statements of Operations. Net Earnings Per Common Share The Company computes basic earnings per common share attributable to UnitedHealth Group common shareholders by dividing net earnings attributable to UnitedHealth Group common shareholders by the weighted-average number of common shares outstanding during the period. The Company determines diluted net earnings per common share attributable to UnitedHealth Group common shareholders using the weighted-average number of common shares outstanding during the period, adjusted for potentially dilutive shares associated with stock options, restricted shares and the ESPP (collectively, common stock equivalents), using the treasury stock method. The treasury stock method assumes a hypothetical issuance of shares to settle the share-based awards, with the assumed proceeds used to purchase common stock at the average market price for the period. Assumed proceeds include the amount the employee must pay upon exercise and the average unrecognized compensation cost. The difference between the number of shares assumed issued and number of shares assumed purchased represents the dilutive shares. 49 Table of Contents 3. Investments A summary of debt securities by major security type is as follows: (in millions) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value December 31, 2024 Debt securities - available-for-sale: U.S. government and agency obligations $ 4,600 $ 1 $ ( 274 ) $ 4,327 State and municipal obligations 7,357 2 ( 375 ) 6,984 Corporate obligations 24,391 56 ( 1,140 ) 23,307 U.S. agency mortgage-backed securities 10,577 1 ( 994 ) 9,584 Non-U.S. agency mortgage-backed securities 2,890 2 ( 175 ) 2,717 Total debt securities - available-for-sale 49,815 62 ( 2,958 ) 46,919 Debt securities - held-to-maturity: U.S. government and agency obligations 444 — ( 2 ) 442 State and municipal obligations 28 — ( 2 ) 26 Corporate obligations 40 — — 40 Total debt securities - held-to-maturity 512 — ( 4 ) 508 Total debt securities $ 50,327 $ 62 $ ( 2,962 ) $ 47,427 December 31, 2023 Debt securities - available-for-sale: U.S. government and agency obligations $ 4,674 $ 3 $ ( 234 ) $ 4,443 State and municipal obligations 7,636 39 ( 322 ) 7,353 Corporate obligations 23,136 67 ( 1,186 ) 22,017 U.S. agency mortgage-backed securities 8,982 22 ( 708 ) 8,296 Non-U.S. agency mortgage-backed securities 3,023 3 ( 240 ) 2,786 Total debt securities - available-for-sale 47,451 134 ( 2,690 ) 44,895 Debt securities - held-to-maturity: U.S. government and agency obligations 506 1 ( 6 ) 501 State and municipal obligations 28 — ( 2 ) 26 Corporate obligations 69 — — 69 Total debt securities - held-to-maturity 603 1 ( 8 ) 596 Total debt securities $ 48,054 $ 135 $ ( 2,698 ) $ 45,491 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 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. The allowance for credit losses on held-to-maturity securities as of December 31, 2024 and 2023 was not material. 50 Table of Contents The amortized cost and fair value of debt securities as of December 31, 2024, by contractual maturity, were as follows: Available-for-Sale Held-to-Maturity (in millions) Amortized Cost Fair Value Amortized Cost Fair Value Due in one year or less $ 3,952 $ 3,932 $ 320 $ 319 Due after one year through five years 14,845 14,384 161 161 Due after five years through ten years 12,110 11,213 14 13 Due after ten years 5,441 5,089 17 15 U.S. agency mortgage-backed securities 10,577 9,584 — — Non-U.S. agency mortgage-backed securities 2,890 2,717 — — Total debt securities $ 49,815 $ 46,919 $ 512 $ 508 The fair value of available-for-sale debt securities with gross unrealized losses by major security type and length of time that individual securities have been in a continuous unrealized loss position were as follows: Less Than 12 Months 12 Months or Greater Total (in millions) Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses December 31, 2024 U.S. government and agency obligations $ 1,475 $ ( 51 ) $ 2,152 $ ( 223 ) $ 3,627 $ ( 274 ) State and municipal obligations 2,593 ( 58 ) 4,085 ( 317 ) 6,678 ( 375 ) Corporate obligations 7,402 ( 213 ) 11,449 ( 927 ) 18,851 ( 1,140 ) U.S. agency mortgage-backed securities 4,791 ( 191 ) 4,674 ( 803 ) 9,465 ( 994 ) Non-U.S. agency mortgage-backed securities 416 ( 5 ) 1,863 ( 170 ) 2,279 ( 175 ) Total debt securities - available-for-sale $ 16,677 $ ( 518 ) $ 24,223 $ ( 2,440 ) $ 40,900 $ ( 2,958 ) December 31, 2023 U.S. government and agency obligations $ 1,270 $ ( 7 ) $ 2,077 $ ( 227 ) $ 3,347 $ ( 234 ) State and municipal obligations 907 ( 7 ) 4,063 ( 315 ) 4,970 ( 322 ) Corporate obligations 1,826 ( 17 ) 14,696 ( 1,169 ) 16,522 ( 1,186 ) U.S. agency mortgage-backed securities 1,337 ( 12 ) 5,069 ( 696 ) 6,406 ( 708 ) Non-U.S. agency mortgage-backed securities 279 ( 6 ) 2,202 ( 234 ) 2,481 ( 240 ) Total debt securities - available-for-sale $ 5,619 $ ( 49 ) $ 28,107 $ ( 2,641 ) $ 33,726 $ ( 2,690 ) The Company’s unrealized losses from all securities as of December 31, 2024 were generated from approximately 34,000 positions out of a total of 43,000 positions. 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 collectibility of principal and interest. At each reporting period, the Company evaluates available-for-sale debt securities for any credit-related impairment when the fair value of the investment is less than its amortized cost. The Company evaluated the expected cash flows, the underlying credit quality and credit ratings of the issuers, noting no significant credit deterioration since purchase. As of December 31, 2024, the Company did not have the intent to sell any of the securities in an unrealized loss position. Therefore, the Company believes these losses to be temporary. The allowance for credit losses on available-for-sale debt securities as of December 31, 2024 and 2023 was not material. 4. Fair Value Certain assets and liabilities are measured at fair value in the Consolidated Financial Statements or have fair values disclosed in the Notes to the Consolidated Financial Statements. These assets and liabilities are classified into one of three levels of a hierarchy defined by GAAP. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement is categorized in its entirety based on the lowest level input which is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. 51 Table of Contents The fair value hierarchy is summarized as follows: Level 1 — Quoted prices (unadjusted) for identical assets/liabilities in active markets. Level 2 — Other observable inputs, either directly or indirectly, including: • Quoted prices for similar assets/liabilities in active markets; • Quoted prices for identical or similar assets/liabilities in inactive markets (e.g., few transactions, limited information, noncurrent prices, high variability over time); • Inputs other than quoted prices observable for the asset/liability (e.g., interest rates, yield curves, implied volatilities, credit spreads); and • Inputs corroborated by other observable market data. Level 3 — Unobservable inputs cannot be corroborated by observable market data. There were no transfers in or out of Level 3 financial assets or liabilities during the years ended December 31, 2024 or 2023. 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, 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. The following methods and assumptions were used to estimate the fair value and determine the fair value hierarchy classification of each class of financial instrument included in the tables below: Cash and Cash Equivalents. The carrying value of cash and cash equivalents approximates fair value as maturities are less than three months. Fair values of cash equivalent instruments which do not trade on a regular basis in active markets are classified as Level 2. Debt and Equity Securities. Fair values of debt securities and equity securities reported at fair value on a recurring basis are based on quoted market prices, where available. The Company obtains one price for each security primarily from a third-party pricing service (pricing service), which generally uses quoted or other observable inputs for the determination of fair value. The pricing service normally derives the security prices through recently reported trades for identical or similar securities, and, if necessary, makes adjustments through the reporting date based upon available observable market information. For securities not actively traded, the pricing service may use quoted market prices of comparable instruments or discounted cash flow analyses, incorporating inputs currently observable in the markets for similar securities. Inputs often used in the valuation methodologies include, but are not limited to, benchmark yields, credit spreads, default rates, prepayment speeds and nonbinding broker quotes. As the Company is responsible for the determination of fair value, it performs quarterly analyses on the prices received from the pricing service to determine whether the prices are reasonable estimates of fair value. Specifically, the Company compares the prices received from the pricing service to prices reported by a secondary pricing source, such as its custodian, its investment consultant and third-party investment advisors. Additionally, the Company compares changes in the reported market values and returns to relevant market indices to test the reasonableness of the reported prices. The Company’s internal price verification procedures and reviews of fair value methodology documentation provided by independent pricing services have not historically resulted in adjustment to the prices obtained from the pricing service. Fair values of debt securities which do not trade on a regular basis in active markets but are priced using other observable inputs are classified as Level 2. Fair value estimates for Level 1 and Level 2 equity securities reported at fair value on a recurring basis are based on quoted market prices for actively traded equity securities and/or other market data for the same or comparable instruments and transactions in establishing the prices. The fair values of Level 3 investments in corporate bonds, which are not a significant portion of our investments, are estimated using valuation techniques relying heavily on management assumptions and qualitative observations. Throughout the procedures discussed above in relation to the Company’s processes for validating third-party pricing information, the Company validates the understanding of assumptions and inputs used in security pricing and determines the proper classification in the hierarchy based on such understanding. 52 Table of Contents Long-Term Debt. The fair values of the Company’s long-term debt are estimated and classified using the same methodologies as the Company’s investments in debt securities. The following table presents a summary of fair value measurements by level and carrying values for items measured at fair value on a recurring basis in the Consolidated Balance Sheets: (in millions) Quoted Prices in Active Markets (Level 1) Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) Total Fair and Carrying Value December 31, 2024 Cash and cash equivalents $ 25,248 $ 64 $ — $ 25,312 Debt securities - available-for-sale: U.S. government and agency obligations 4,194 133 — 4,327 State and municipal obligations — 6,984 — 6,984 Corporate obligations 29 22,841 437 23,307 U.S. agency mortgage-backed securities — 9,584 — 9,584 Non-U.S. agency mortgage-backed securities — 2,717 — 2,717 Total debt securities - available-for-sale 4,223 42,259 437 46,919 Equity securities 1,859 24 65 1,948 Total assets at fair value $ 31,330 $ 42,347 $ 502 $ 74,179 Percentage of total assets at fair value 42 % 57 % 1 % 100 % December 31, 2023 Cash and cash equivalents $ 25,345 $ 82 $ — $ 25,427 Debt securities - available-for-sale: U.S. government and agency obligations 4,167 276 — 4,443 State and municipal obligations — 7,353 — 7,353 Corporate obligations 15 21,800 202 22,017 U.S. agency mortgage-backed securities — 8,296 — 8,296 Non-U.S. agency mortgage-backed securities — 2,786 — 2,786 Total debt securities - available-for-sale 4,182 40,511 202 44,895 Equity securities 2,468 16 69 2,553 Assets under management 1,505 2,140 110 3,755 Total assets at fair value $ 33,500 $ 42,749 $ 381 $ 76,630 Percentage of total assets at fair value 44 % 55 % 1 % 100 % The following table presents a summary of fair value measurements by level and carrying values for certain financial instruments not measured at fair value on a recurring basis in the Consolidated Balance Sheets: (in millions) Quoted Prices in Active Markets (Level 1) Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) Total Fair Value Total Carrying Value December 31, 2024 Debt securities - held-to-maturity $ 482 $ 26 $ — $ 508 $ 512 Long-term debt and other financing obligations $ — $ 70,565 $ — $ 70,565 $ 75,604 December 31, 2023 Debt securities - held-to-maturity $ 524 $ 72 $ — $ 596 $ 603 Long-term debt and other financing obligations $ — $ 59,851 $ — $ 59,851 $ 61,449 The carrying amounts reported on the Consolidated Balance Sheets for other current financial assets and liabilities approximate fair value because of their short-term nature. These assets and liabilities are not listed in the table above. 53 Table of Contents 5. Property, Equipment and Capitalized Software A summary of property, equipment and capitalized software is as follows: (in millions) December 31, 2024 December 31, 2023 Land and improvements $ 364 $ 712 Buildings and improvements 4,215 5,573 Computer equipment 2,267 2,007 Furniture and fixtures 1,694 2,375 Less accumulated depreciation ( 3,645 ) ( 4,210 ) Property and equipment, net 4,895 6,457 Capitalized software 8,984 7,822 Less accumulated amortization ( 3,326 ) ( 2,829 ) Capitalized software, net 5,658 4,993 Total property, equipment and capitalized software, net $ 10,553 $ 11,450 Depreciation expense for property and equipment for the years ended December 31, 2024, 2023 and 2022 was $ 1.0 billion, $ 1.1 billion, and $ 1.1 billion, respectively. Amortization expense for capitalized software for the years ended December 31, 2024, 2023 and 2022 was $ 1.4 billion, $ 1.2 billion and $ 1.0 billion, respectively. 6. Goodwill and Other Intangible Assets Changes in the carrying amount of goodwill, by reportable segment, were as follows: (in millions) UnitedHealthcare Optum Health Optum Insight Optum Rx Consolidated Balance at January 1, 2023 $ 27,395 $ 29,238 $ 17,244 $ 19,475 $ 93,352 Acquisitions 296 8,023 1,802 — 10,121 Foreign currency effects and other adjustments, net 187 ( 182 ) 261 ( 7 ) 259 Balance at December 31, 2023 27,878 37,079 19,307 19,468 103,732 Acquisitions — 2,071 — 2,305 4,376 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 The gross carrying value, accumulated amortization and net carrying value of other intangible assets were as follows: December 31, 2024 December 31, 2023 (in millions) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Customer-related $ 17,190 $ ( 6,675 ) $ 10,515 $ 16,636 $ ( 5,909 ) $ 10,727 Trademarks and technology 2,917 ( 1,284 ) 1,633 2,508 ( 958 ) 1,550 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 54 Table of Contents The fair values and weighted-average useful lives assigned to intangible assets as a result of transactions completed during years ended: 2024 2023 (in millions, except years) Fair Value Weighted-Average Useful Life Fair Value Weighted-Average Useful Life Customer-related $ 1,258 12 years $ 477 12 years Trademarks and technology 527 6 years 226 5 years Other 22 8 years 44 9 years 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: (in millions) 2025 $ 1,655 2026 1,503 2027 1,424 2028 1,344 2029 1,211 Amortization expense relating to intangible assets for the years ended December 31, 2024, 2023 and 2022 was $ 1.7 billion, $ 1.6 billion and $ 1.3 billion, respectively. 7. Medical Costs Payable The following table shows the components of the change in medical costs payable for the years ended December 31: (in millions) 2024 2023 2022 Medical costs payable, beginning of period $ 32,395 $ 29,056 $ 24,483 Acquisitions (dispositions), net ( 755 ) 1 308 Reported medical costs: Current year 264,885 242,734 211,252 Prior years ( 700 ) ( 840 ) ( 410 ) Total reported medical costs 264,185 241,894 210,842 Medical payments: Payments for current year ( 231,890 ) ( 211,380 ) ( 184,049 ) Payments for prior years ( 29,532 ) ( 27,176 ) ( 22,528 ) Total medical payments ( 261,422 ) ( 238,556 ) ( 206,577 ) Less: 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. Medical costs payable included IBNR of $ 23.7 billion and $ 22.3 billion at December 31, 2024 and 2023, respectively. Substantially all of the IBNR balance as of December 31, 2024 relates to the current year. 55 Table of Contents The following is information about incurred and paid medical cost development as of December 31, 2024: Net Incurred Medical Costs (in millions) For the Years Ended December 31, Year 2023 2024 2023 $ 242,734 $ 242,156 2024 264,885 Total $ 507,041 Net Cumulative Medical Payments (in millions) For the Years Ended December 31, Year 2023 2024 2023 $ ( 211,380 ) $ ( 240,112 ) 2024 ( 231,890 ) Total ( 472,002 ) 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 56 Table of Contents 8. Short-Term Borrowings and Long-Term Debt 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 971 1,014 $ 750 3.5 %, Feb 2024 — 750 $ 850 5.8 %, Mar 2036 838 838 $ 1,000 0.55 %, May 2024 — 999 $ 500 6.5 %, Jun 2037 492 491 $ 750 2.375 %, Aug 2024 — 750 $ 650 6.625 %, Nov 2037 641 640 $ 500 5 %, Oct 2024 — 499 $ 1,100 6.875 %, Feb 2038 1,079 1,078 $ 2,000 3.75 %, Jul 2025 1,999 1,997 $ 1,250 3.5 %, Aug 2039 1,243 1,242 $ 750 5.15 %, Oct 2025 749 748 $ 1,000 2.75 %, May 2040 970 968 $ 300 3.7 %, Dec 2025 300 299 $ 300 5.7 %, Oct 2040 296 296 $ 500 1.25 %, Jan 2026 499 498 $ 350 5.95 %, Feb 2041 346 346 $ 1,000 3.1 %, Mar 2026 999 998 $ 1,500 3.05 %, May 2041 1,485 1,484 $ 1,000 1.15 %, May 2026 953 924 $ 600 4.625 %, Nov 2041 590 590 $ 500 floating rate, Jul 2026 499 — $ 502 4.375 %, Mar 2042 487 486 $ 650 4.75 %, Jul 2026 648 — $ 625 3.95 %, Oct 2042 610 609 $ 750 3.45 %, Jan 2027 749 748 $ 750 4.25 %, Mar 2043 737 736 $ 500 4.6 %, Apr 2027 496 — $ 1,500 5.5 %, Jul 2044 1,475 — $ 625 3.375 %, Apr 2027 623 622 $ 2,000 4.75 %, Jul 2045 1,976 1,975 $ 600 3.7 %, May 2027 598 598 $ 750 4.2 %, Jan 2047 739 739 $ 950 2.95 %, Oct 2027 946 944 $ 725 4.25 %, Apr 2047 718 718 $ 1,000 5.25 %, Feb 2028 998 1,011 $ 950 3.75 %, Oct 2047 935 935 $ 1,150 3.85 %, Jun 2028 1,147 1,146 $ 1,350 4.25 %, Jun 2048 1,332 1,331 $ 850 3.875 %, Dec 2028 847 846 $ 1,100 4.45 %, Dec 2048 1,087 1,087 $ 1,250 4.25 %, Jan 2029 1,221 1,238 $ 1,250 3.7 %, Aug 2049 1,237 1,236 $ 400 4.7 %, Apr 2029 398 — $ 1,250 2.9 %, May 2050 1,212 1,211 $ 900 4 %, May 2029 854 862 $ 2,000 3.25 %, May 2051 1,972 1,972 $ 1,000 2.875 %, Aug 2029 902 908 $ 2,000 4.75 %, May 2052 1,966 1,966 $ 1,250 4.8 %, Jan 2030 1,225 — $ 2,000 5.875 %, Feb 2053 1,968 1,968 $ 1,250 5.3 %, Feb 2030 1,243 1,275 $ 2,000 5.05 %, Apr 2053 1,969 1,969 $ 1,250 2 %, May 2030 1,240 1,238 $ 1,750 5.375 %, Apr 2054 1,729 — $ 1,000 4.9 %, Apr 2031 982 — $ 2,750 5.625 %, Jul 2054 2,724 — $ 1,500 2.3 %, May 2031 1,271 1,290 $ 1,250 3.875 %, Aug 2059 1,229 1,229 $ 1,500 4.95 %, Jan 2032 1,489 — $ 1,000 3.125 %, May 2060 967 966 $ 1,500 4.2 %, May 2032 1,372 1,412 $ 1,000 4.95 %, May 2062 981 981 $ 2,000 5.35 %, Feb 2033 1,966 2,046 $ 1,500 6.05 %, Feb 2063 1,466 1,466 $ 1,500 4.5 %, Apr 2033 1,410 1,463 $ 1,750 5.2 %, Apr 2063 1,710 1,709 $ 1,250 5 %, Apr 2034 1,214 — $ 1,100 5.5 %, Apr 2064 1,085 — $ 2,000 5.15 %, Jul 2034 1,959 — $ 1,850 5.75 %, Jul 2064 1,822 — Total short-term borrowings and long-term debt $ 76,180 $ 61,473 The Company’s long-term debt obligations also included $ 0.7 billion and $ 1.1 billion of other financing obligations, of which $ 197 million and $ 188 million were current as of December 31, 2024 and 2023, respectively. 57 Table of Contents Maturities of short-term borrowings and long-term debt for the years ending December 31 are as follows: (in millions) 2025 $ 4,548 2026 3,756 2027 3,531 2028 3,106 2029 3,656 Thereafter 59,908 Short-Term Borrowings Commercial paper consists of short-duration, senior unsecured debt privately placed on a discount basis through broker-dealers. As of December 31, 2024, the Company’s outstanding commercial paper had a weighted-average annual interest rate of 4.4 %. The Company has $ 7.0 billion five -year, $ 7.0 billion three -year and $ 7.0 billion 364 -day revolving bank credit facilities with 26 banks, which mature in December 2029, December 2027 and December 2025, respectively. These facilities provide full liquidity support for the Company’s commercial paper program and are available for general corporate purposes. As of December 31, 2024, no amounts had been drawn on any of the bank credit facilities. The annual interest rates, which are variable based on term, are calculated based on one-month term Secured Overnight Financing Rate (SOFR) plus a SOFR Adjustment of 10 basis points plus a credit spread based on the Company’s senior unsecured credit ratings. If amounts had been drawn on the bank credit facilities as of December 31, 2024, annual interest rates would have ranged from 4.9 % to 7.5 %. Debt Covenants As of December 31, 2024, the Company was in compliance with the various covenants under its bank credit facilities. 9. Income Taxes The current income tax provision reflects the tax consequences of revenues and expenses currently taxable or deductible on various income tax returns for the year reported. The deferred income tax provision or benefit generally reflects the net change in deferred income tax assets and liabilities during the year, excluding any deferred income tax assets and liabilities of acquired businesses. The components of 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: (in millions) 2024 2023 2022 Current Provision: Federal $ 3,453 $ 4,418 $ 4,842 State and local 416 716 855 Foreign 1,256 1,079 680 Total current provision 5,125 6,213 6,377 Deferred benefit ( 296 ) ( 245 ) ( 673 ) Total provision for income taxes $ 4,829 $ 5,968 $ 5,704 58 Table of Contents The reconciliation of the tax provision at the U.S. federal statutory rate to the provision for income taxes and the effective tax rate for the years ended December 31 is as follows: (in millions, except percentages) 2024 2023 2022 Tax provision at the U.S. federal statutory rate $ 4,215 21.0 % $ 6,114 21.0 % $ 5,532 21.0 % State income taxes, net of federal benefit 343 1.7 567 2.0 621 2.4 Share-based awards - excess tax benefit ( 96 ) ( 0.5 ) ( 75 ) ( 0.3 ) ( 110 ) ( 0.4 ) Non-deductible compensation 171 0.9 174 0.6 150 0.6 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 ) Provision for income taxes $ 4,829 24.1 % $ 5,968 20.5 % $ 5,704 21.7 % Deferred income tax assets and liabilities are recognized for the differences between the financial and income tax reporting bases of assets and liabilities based on enacted tax rates and laws. The components of deferred income tax assets and liabilities as of December 31 are as follows: (in millions) 2024 2023 Deferred income tax assets: Accrued expenses and allowances $ 1,055 $ 754 U.S. federal and state net operating loss carryforwards 442 417 Share-based compensation 189 173 Nondeductible liabilities 343 329 Non-U.S. tax loss carryforwards 21 1,061 Lease liability 846 930 Net unrealized losses on investments 669 586 Other-domestic 597 327 Other-non-U.S. 59 484 Subtotal 4,221 5,061 Less: valuation allowances ( 397 ) ( 366 ) Total deferred income tax assets 3,824 4,695 Deferred income tax liabilities: U.S. federal and state intangible assets ( 4,479 ) ( 3,712 ) Non-U.S. goodwill and intangible assets ( 82 ) ( 731 ) Capitalized software ( 288 ) ( 415 ) Depreciation and amortization ( 400 ) ( 371 ) Prepaid expenses ( 374 ) ( 326 ) Outside basis in partnerships ( 960 ) ( 811 ) Lease right-of-use asset ( 833 ) ( 914 ) Other-non-U.S. ( 28 ) ( 436 ) Total deferred income tax liabilities ( 7,444 ) ( 7,716 ) Net deferred income tax liabilities $ ( 3,620 ) $ ( 3,021 ) Valuation allowances are provided when it is considered more likely than not deferred tax assets will not be realized. The valuation allowances primarily relate to future tax benefits on certain federal, state and non-U.S. net operating loss carryforwards. 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. 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, 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. operations, and therefore no U.S. deferred taxes have been recorded. Taxes payable on the remittance of such earnings would be minimal. 59 Table of Contents A reconciliation of the beginning and ending amount of unrecognized tax benefits as of December 31 is as follows: (in millions) 2024 2023 2022 Gross unrecognized tax benefits, beginning of period $ 3,716 $ 3,081 $ 2,310 Gross increases: Current year tax positions 578 782 586 Prior year tax positions 10 97 206 Gross decreases: Prior year tax positions ( 121 ) ( 212 ) ( 21 ) Statute of limitations lapses and settlements ( 60 ) ( 32 ) — Gross unrecognized tax benefits, end of period $ 4,123 $ 3,716 $ 3,081 The Company believes it is reasonably possible its liability for unrecognized tax benefits will decrease in the next twelve months by $ 101 million as a result of audit settlements and the expiration of statutes of limitations. The Company classifies net interest and penalties associated with uncertain income tax positions as income taxes within its Consolidated Statements of Operations. During the years ended December 31, 2024, 2023 and 2022, the Company recognized $ 210 million, $ 177 million and $ 64 million of net interest and penalties, respectively. The Company had $ 637 million and $ 430 million of accrued interest and penalties for uncertain tax positions as of December 31, 2024 and 2023, respectively. These amounts are not included in the reconciliation above. As of December 31, 2024, there were $ 2.0 billion of unrecognized tax benefits which, if recognized, would affect the effective tax rate. The Company currently files income tax returns in the United States, various states and localities and non-U.S. jurisdictions. The U.S. Internal Revenue Service (IRS) has completed exams on the consolidated income tax returns for fiscal years 2016 and prior. The Company’s 2017 through 2020 tax years are under review by the IRS under its Compliance Assurance Program. The Company is no longer subject to state income tax examinations prior to the 2015 tax year. The Company is subject to examination in non-U.S. jurisdictions for years 2015 and forward. 10. Shareholders' Equity Regulatory Capital and Dividend Restrictions The Company’s regulated insurance and HMO subsidiaries are subject to regulations and standards in their respective jurisdictions. These standards, among other things, require these subsidiaries to maintain specified levels of statutory capital, as defined by each jurisdiction, and restrict the timing and amount of dividends and other distributions which may be paid to their parent companies. In the United States, most of these state regulations and standards are generally consistent with model regulations established by the NAIC. These standards generally permit dividends to be paid from statutory unassigned surplus of the regulated subsidiary and are limited based on the regulated subsidiary’s level of statutory net income and statutory capital and surplus. These dividends are referred to as “ordinary dividends” and generally may be paid without prior regulatory approval. If the dividend, together with other dividends paid within the preceding twelve months, exceeds a specified statutory limit or is paid from sources other than earned surplus, it is generally considered an “extraordinary dividend” and must receive prior regulatory approval. For the year ended December 31, 2024, the Company’s domestic insurance and HMO subsidiaries paid their parent companies dividends of $ 9.2 billion, including $ 2.6 billion of extraordinary dividends. 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 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. At December 31, 2024, the Company believes Optum Bank met the FDIC requirements to be considered “Well Capitalized.” Share Repurchase Program Under its Board of Directors’ authorization, the Company maintains a share repurchase program. The objectives of the share repurchase program are to optimize the Company’s capital structure and cost of capital, thereby improving returns to shareholders, as well as to offset the dilutive impact of share-based awards. Repurchases may be made from time to time in open market purchases or other types of transactions (including prepaid or structured share repurchase programs), subject to certain restrictions. In June 2024, the Board of Directors amended the Company’s share repurchase program to authorize the 60 Table of Contents 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. A summary of common share repurchases for the years ended December 31, 2024 and 2023 is as follows: Years Ended December 31, (in millions, except per share data) 2024 2023 Common share repurchases, shares 17 16 Common share repurchases, average price per share $ 529.85 $ 493.79 Common share repurchases, aggregate cost $ 8,942 $ 8,000 Board authorized shares remaining 33 15 Dividends 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 and may be adjusted as business needs or market conditions change. The following table provides details of the Company’s 2024 dividend payments: Payment Date Amount per Share Total Amount Paid (in millions) March 19 $ 1.88 $ 1,729 June 25 2.10 1,935 September 24 2.10 1,937 December 17 2.10 1,932 11. Share-Based Compensation The Company’s outstanding share-based awards consist mainly of non-qualified stock options and restricted shares. As of December 31, 2024, the Company had 48 million shares available for future grants of share-based awards under the 2020 Stock Incentive Plan. As of December 31, 2024, there were 16 million shares of common stock available for issuance under the ESPP. Stock Options Stock option activity for the year ended December 31, 2024 is summarized in the table below: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life Aggregate Intrinsic Value (in millions) (in years) (in millions) Outstanding at beginning of period 21 $ 320 Granted 3 522 Exercised ( 6 ) 253 Forfeited ( 1 ) 480 Outstanding at end of period 17 370 5.6 $ 2,338 Exercisable at end of period 10 298 4.2 2,115 Vested and expected to vest, end of period 17 368 5.5 2,335 61 Table of Contents Restricted Shares Restricted share activity for the year ended December 31, 2024 is summarized in the table below: (shares in millions) Shares Weighted-Average Grant Date Fair Value per Share Nonvested at beginning of period 4 $ 449 Granted 2 523 Vested ( 2 ) 435 Nonvested at end of period 4 489 Other Share-Based Compensation Data (in millions, except per share amounts) For the Years Ended December 31, 2024 2023 2022 Stock Options Weighted-average grant date fair value of shares granted, per share $ 138 $ 134 $ 116 Total intrinsic value of stock options exercised 1,886 1,325 1,419 Restricted Shares Weighted-average grant date fair value of shares granted, per share 523 493 483 Total fair value of restricted shares vested 690 803 760 Employee Stock Purchase Plan Number of shares purchased 1 1 1 Share-Based Compensation Items Share-based compensation expense, before tax $ 1,018 $ 1,059 $ 925 Share-based compensation expense, net of tax effects 896 937 836 Income tax benefit realized from share-based award exercises 216 231 207 (in millions, except years) December 31, 2024 Unrecognized compensation expense related to share awards $ 1,099 Weighted-average years to recognize compensation expense 1.3 Share-Based Compensation Recognition and Estimates The principal assumptions the Company used in calculating grant-date fair value for stock options were as follows: For the Years Ended December 31, 2024 2023 2022 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 % 1.2 % Forfeiture rate 5.0 % 5.0 % 5.0 % Expected life in years 4.6 4.6 4.7 Risk-free interest rates are based on U.S. Treasury yields in effect at the time of grant. Expected volatilities are based on the historical volatility of the Company’s common stock and the implied volatility from exchange-traded options on the Company’s common stock. Expected dividend yields are based on the per share cash dividend paid by the Company. The Company uses historical data to estimate option exercises and forfeitures within the valuation model. The expected lives of options granted 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 the years ended December 31, 2024, 2023 and 2022. 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 62 Table of Contents 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 $ 2.1 billion and $ 1.9 billion as of December 31, 2024 and 2023, respectively. 12. Commitments and Contingencies Leases Operating lease costs, including immaterial variable and short-term lease costs, were $ 1.4 billion, $ 1.4 billion and $ 1.3 billion for the years ended December 31, 2024, 2023 and 2022, respectively. Cash payments made on the Company’s operating lease liabilities were $ 1.1 billion, $ 1.1 billion and $ 1.0 billion for the years ended December 31, 2024, 2023 and 2022, respectively, which were classified within operating activities in the Consolidated Statements of Cash Flows. As of December 31, 2024, the Company’s weighted-average remaining lease term and weighted-average discount rate for its operating leases were 9.5 years and 4.7 %, respectively. As of December 31, 2024, future minimum annual lease payments under all non-cancelable operating leases were as follows: (in millions) Future Minimum Lease Payments 2025 $ 1,014 2026 876 2027 688 2028 568 2029 583 Thereafter 2,465 Total future minimum lease payments 6,194 Less imputed interest ( 1,305 ) Total $ 4,889 Other Commitments The Company provides guarantees related to its service level under certain contracts. If minimum standards are not met, the Company may be financially at risk up to a stated percentage of the contracted fee or a stated dollar amount. None of the amounts accrued, paid or charged to income for service level guarantees were material as of December 31, 2024, 2023 or 2022. Pending Acquisitions As of December 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 capital required for these acquisitions, excluding the payoff of acquired indebtedness, is approximately $ 4 billion. Legal Matters The Company is frequently made party to a variety of legal actions and regulatory inquiries, including class actions and suits brought by members, care providers, consumer advocacy organizations, customers and regulators, relating to the Company’s businesses, including management and administration of health benefit plans and other services. These matters include medical malpractice, employment, intellectual property, antitrust, privacy and contract claims and claims related to health care benefits coverage and other business practices. The Company records liabilities for its estimates of probable costs resulting from these matters where appropriate. Estimates of costs resulting from legal and regulatory matters involving the Company are inherently difficult to predict, particularly where the matters: involve indeterminate claims for monetary damages or may involve fines, penalties or punitive damages; present novel legal theories or represent a shift in regulatory policy; involve a large number of claimants or regulatory bodies; are in the early stages of the proceedings; or could result in a change in business practices. Accordingly, the Company is often unable to estimate the losses or ranges of losses for those matters where there is a reasonable possibility or it is probable a loss may be incurred. Government Investigations, Audits and Reviews The Company has been involved or is currently involved in various governmental investigations, audits and reviews. These include routine, regular and special investigations, audits and reviews by CMS, state insurance and health and welfare departments, state attorneys general, the Office of the Inspector General, the Office of Personnel Management, the Office for Civil Rights, the Government Accountability Office, the Federal Trade Commission, U.S. Congressional committees, the U.S. Department of Justice (DOJ), the SEC, the IRS, the U.S. Drug Enforcement Administration, the U.S. Department of Labor, the 63 Table of Contents 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. Certain of the Company’s businesses have been reviewed or are currently under review, including for, among other matters, compliance with coding and other requirements under the Medicare risk-adjustment model. CMS has selected certain of the Company’s local plans for risk adjustment data validation (RADV) audits to validate the coding practices of and supporting documentation maintained by health care providers and such audits may result in retrospective adjustments to payments made to the Company’s health plans. On February 14, 2017, the DOJ announced its decision to pursue certain claims within a lawsuit initially asserted against the Company and filed under seal by a whistleblower in 2011. The whistleblower’s complaint, which was unsealed on February 15, 2017, alleges the Company made improper risk adjustment submissions and violated the False Claims Act. On February 12, 2018, the court granted in part and denied in part the Company’s motion to dismiss. In May 2018, the DOJ moved to dismiss the Company’s counterclaims, which were filed in March 2018, and moved for partial summary judgment. In March 2019, the court denied the government’s motion for partial summary judgment and dismissed the Company’s counterclaims without prejudice. The Company cannot reasonably estimate the outcome which may result from this matter given its procedural status. 13. 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 Assets Cash and cash equivalents $ 778 $ 219 Accounts receivable and other current assets 515 573 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) — ( 1,224 ) Total assets $ 4,924 $ 894 Liabilities Medical costs payable $ 701 $ 179 Accounts payable and other current liabilities 834 338 Other long-term liabilities 136 504 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 64 Table of Contents 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. 14. 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 (CODM), which is the Chief Executive Officer, 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. 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. 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, 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. • Optum Insight brings together advanced analytics, technology and health care expertise to deliver integrated services and solutions. Hospital systems, physicians, health plans, governments, life sciences companies and other organizations 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, 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. The Company’s accounting policies for reportable segment operations are consistent with those described in the Summary of Significant Accounting Policies (see Note 2 ). Transactions between reportable segments principally consist of sales of pharmacy care products and services to UnitedHealthcare customers by Optum Rx; care delivery, care management services and certain product offerings sold to UnitedHealthcare by Optum Health; and health information and technology solutions, consulting and other services sold to UnitedHealthcare by Optum Insight. These transactions are recorded at management’s estimate of fair value. Transactions with affiliated customers are eliminated in consolidation. Assets and liabilities jointly used are assigned to each reportable segment using estimates of pro-rata usage. Cash and investments are assigned so each reportable segment has working capital and/or at least minimum specified levels of regulatory capital. As a percentage of the Company’s total consolidated revenues, premium revenues from CMS were 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. U.S. 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. The non-U.S. revenues and fixed assets are primarily related to UnitedHealthcare Employer & Individual’s international businesses. 65 Table of Contents The following table presents the reportable segment financial information: Optum (in millions) UnitedHealthcare Optum Health Optum Insight Optum Rx Optum Eliminations Optum Corporate and Eliminations Consolidated 2024 Revenues - unaffiliated customers: Premiums $ 286,004 $ 22,806 $ — $ — $ — $ 22,806 $ — $ 308,810 Products — 277 174 49,775 — 50,226 — 50,226 Services 9,791 16,153 6,466 3,630 — 26,249 — 36,040 Total revenues - unaffiliated customers 295,795 39,236 6,640 53,405 — 99,281 — 395,076 Total revenues - affiliated customers — 63,883 11,881 79,512 ( 4,389 ) 150,887 ( 150,887 ) — Investment and other income 2,413 2,239 236 314 — 2,789 — 5,202 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 Total assets $ 119,009 $ 96,472 $ 34,452 $ 59,086 $ — $ 190,010 $ ( 10,741 ) $ 298,278 Purchases of property, equipment and capitalized software 781 1,008 1,291 419 — 2,718 — 3,499 Depreciation and amortization 889 1,123 1,294 793 — 3,210 — 4,099 2023 Revenues - unaffiliated customers: Premiums $ 269,052 $ 21,775 $ — $ — $ — $ 21,775 $ — $ 290,827 Products — 207 162 42,214 — 42,583 — 42,583 Services 10,057 14,109 7,760 2,197 — 24,066 — 34,123 Total revenues - unaffiliated customers 279,109 36,091 7,922 44,411 — 88,424 — 367,533 Total revenues - affiliated customers — 57,696 10,896 71,484 ( 3,703 ) 136,373 ( 136,373 ) — Investment and other income 2,251 1,532 114 192 — 1,838 — 4,089 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 Interest expense — — — — — — ( 3,246 ) ( 3,246 ) Earnings before income taxes $ 16,415 $ 6,560 $ 4,268 $ 5,115 $ — $ 15,943 $ ( 3,246 ) $ 29,112 Total assets $ 110,943 $ 89,432 $ 34,173 $ 51,266 $ — $ 174,871 $ ( 12,094 ) $ 273,720 Purchases of property, equipment and capitalized software 866 1,199 974 347 — 2,520 — 3,386 Depreciation and amortization 989 1,058 1,229 696 — 2,983 — 3,972 2022 Revenues - unaffiliated customers: Premiums $ 238,783 $ 18,374 $ — $ — $ — $ 18,374 $ — $ 257,157 Products — 72 180 37,172 — 37,424 — 37,424 Services 10,035 10,917 4,996 1,603 — 17,516 — 27,551 Total revenues - unaffiliated customers 248,818 29,363 5,176 38,775 — 73,314 — 322,132 Total revenues - affiliated customers — 40,883 9,288 60,936 ( 2,760 ) 108,347 ( 108,347 ) — Investment and other income 923 928 117 62 — 1,107 — 2,030 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 Interest expense — — — — — — ( 2,092 ) ( 2,092 ) Earnings before income taxes $ 14,379 $ 6,032 $ 3,588 $ 4,436 $ — $ 14,056 $ ( 2,092 ) $ 26,343 Total assets $ 107,094 $ 68,950 $ 31,090 $ 47,476 $ — $ 147,516 $ ( 8,905 ) $ 245,705 Purchases of property, equipment and capitalized software 799 997 698 308 — 2,003 — 2,802 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. 66 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.