revenue from third-parties evaluate principal gross agent net. consider control goods services before customer indicators party responsible fulfillment inventory risk discretion establishing price.


accept lower consideration revenue transactions customers receive cash incentives credits refunds variable consideration estimating revenue. estimate reduce revenue expected. significant changes estimates.


RL revenue delivery consumer hardware products Meta Quest wearables software content. Revenue recognized control transferred customers delivery consideration RL.


WhatsApp Platform fees developers Payments infrastructure sources.


cost revenue expenses delivery distribution products. data centers technical infrastructure depreciation payroll share compensation energy bandwidth costs. includes partner arrangements traffic acquisition credit card fees RL inventory costs estimated losses content costs.


content costs related video. pay fees revenue flat fee. licensed video expense cost per title accepted capitalization criteria not met. costs criteria not material.


licensed music expense fees period. pay fees revenue. Expensed costs revenue consolidated statements.


Software development costs products marketed external users expensed before technological feasibility before release.


Software development costs include internal needs services. meet criteria capitalization preliminary project stage probable software function. costs criteria not material to date.


Share-based compensation expense restricted stock units. measured grant-date fair value. RSUs vest four years. recognized-line forfeitures accounted.


subject taxes United States foreign jurisdictions. judgment assets liabilities accounting principles tax laws.


record provision income taxes anticipated asset liability method. deferred income tax assets liabilities differences financial reporting tax bases loss tax credit carryforwards. assets liabilities measured tax rates income. recognize effects change tax rates enactment.


record valuation allowance deferred tax assets net. consider evidence historical income expectations risks future taxable income planning strategies.


recognize tax benefits uncertain tax positions sustained technical merits. recognize interest penalties uncertain positions provision income.


Advertising costs marketing sales expenses. incurred expenses $2. 65. 99 billion 2023 2022 2021.


recognize-time employee termination costs requirements.


equivalents deposit liquid investments maturities 90 days purchase. classify credit cards cash balance sheets.


hold investments securities U. S. government. agency corporate debt.-for-sale (AFS) investments cash operations. investments estimated fair value unrealized gains losses stockholders equity. securities amortized cost assessed credit losses. credit losses recognized charge interest income unrealized losses included equity. credit losses years December 31, 2023 2022 2021 not material. determine gains losses on sale securities


gains losses interest income consolidated statements.


classify restricted cash balances insurance indemnification holdback acquisitions prepaid expenses assets expected duration.


non equity securities without fair values. using cost less impairment adjusted for changes fair value. review for impairment. fair value below carrying write down to fair value. change value gains losses remeasurements recognized in interest statements. Note 6 Non-marketable Equity Securities.


non-marketable securities immaterial December 2023 2022.


apply fair value accounting financial assets liabilities recognized disclosed financial statements. define fair value price selling asset liability transaction market participants measurement date. fair value measurements consider principal market market-based risk measurements valuation techniques transfer restrictions credit risk. Fair value estimated hierarchy prioritizes inputs three levels bases categorization lowest level input significant


Quoted prices liabilities.


Level 2- Observable inputs quoted prices active markets identical inactive markets market data full term assets liabilities.


Level 3- Inputs unobservable reflect management asset.


cash equivalents debt securities Level 1 2 fair value derived quoted market prices inputs. assets Level 3 unobservable market activity.


non-marketable equity securities recorded fair value non-recurring. indicators impairment price changes Level 3 fair value valuation price unobservable inputs volatility rights obligations.


Accounts receivable recorded original invoiced uncollectible. credit collectibility losses


unbilled receivables historical experience credit quality current economic conditions. credit losses recorded expenses consolidated statements income. December 31, 2023 2022 allowances receivable immaterial.


Property equipment leases depreciated cost depreciation. computed estimated lives lease term.


lives property equipment amortization periods Property Equipment Servers Five Buildings 30 years Equipment 25 years Finance lease 20 years Leasehold improvements


evaluate annually recoverability property equipment impairment. fair value less impairment charge recognized. recorded abandonment charges adjustments 2023 2022 data center construction assets ASC Topic 360 restructuring. additional information Note 3 Restructuring.


useful lives property equipment determined by management recognized reviewed for. current best may differ due to business operations use technological advancements. estimated useful life remaining accounted for depreciated amortized over revised life.


Servers network assets property equipment data centers production traffic. Land assets CIP not depreciated. construction property equipment. capitalize debt CIP assets depreciate.


maintenance repairs expensed incurred. assets retired cost depreciation removed accounts gain reflected income.


operating leases offices data centers colocations. finance leases network infrastructure. inception. leases lease non-lease components. maintenance utilities taxes fees. single lease. agreements variable costs rent maintenance insurance real estate taxes. affected Consumer Price Index maintenance utilities. costs


consolidated statements income. colocation equipment leases portfolio assets liabilities.


leases term 12 months assets liabilities recognized balance sheets commencement date present value payments commencement.


lease terms include options extend terminate certain. contract entity market factors. assume renewals unless assured. agreements contain residual value guarantees restrictive covenants.


leases implicit rate use incremental borrowing rate commencement date present value lease payments. credit rating similar environment.


Operating leases assets liabilities consolidated balance sheets. Finance leases property equipment accrued expenses liabilities.


lease costs recognized lease terms. lease assets amortized shorter lives.


December 2023 2022 losses $2. 43 billion $2. 22 billion assets improvements ASC Topic 360 facilities consolidation restructuring. values assets estimated discounted cash flow models assumptions Level 3. downtime projected income discount rates risk. Note 3.


involved in legal proceedings claims regulatory tax government inquiries investigations business. include speculative claims for damages. required comply with legal regulatory obligations subject to new laws regulations jurisdictions. requirements uncertain subject to interpretation enforcement failure lead to action. evaluate developments accrue liability when probable loss amount reasonably estimated. If loss record losses as expenses on consolidated statements disclose loss in notes financial statements.


allocate value purchase consideration assets acquired liabilities estimated acquisition date. excess recorded goodwill. affects amortization expense finite-lived assets amortized life indefinite-lived not amortized. measurement period one year acquisition record adjustments assets acquired liabilities assumed offset goodwill. subsequent adjustments recorded earnings. Acquisition-related expenses recognized expensed incurred.


allocate goodwill units benefit business combinations. evaluate units annually. reassign goodwill fair value allocation approach. tested impairment unit level annually value. two units impairment testing. December 31, 2023 no impairment.


evaluate recoverability finite-lived intangible assets impairment. lowest level cash flows independent. Recoverability measured comparison carrying amounts future cash flows. review indicates carrying amount not recoverable fair value less than carrying impairment charge recognized. recorded material impairment charges years.


finite-lived assets amortized over estimated useful lives. Indefinite-lived not amortized. tested for impairment accounted over useful life. review estimated useful lives. unamortized amortized over revised life.


subsidiaries local. translate financial statements. dollars revenue expenses. gains losses stockholders equity. December 31, 2023 2022 translation losses $1. 24 billion $1. 86 billion.


Foreign currency gains losses recorded interest income statements. losses $366 million $81 million $140 million years 2023 2022 2021.


financial instruments credit risk cash equivalents restricted cash marketable securities accounts receivable. Cash equivalents market funds. government securities. Marketable securities. cash deposits marketable securities diversified rated securities. portfolio corporate debt liquid diversified. credit losses 2023.


Accounts receivable unsecured. generated 37% 40% 41% revenue 2022 2021 marketers developers majority outside 2023 Europe China Brazil Australia Canada Japan.


perform credit evaluations require collateral. estimated credit losses bad debt expense


31, 2023 2022 2021. accounts results financial.


customer 10% revenue 2023 2022.


April 1, 2023 adopted Accounting Standards. 2023-01 Leases Common Control Arrangements leasehold improvements leases life. financial statements.


November 2023 Financial Accounting Standards Board issued ASU. 2023-07 Segment Reporting Improvements Disclosures enhanced disclosure segment expenses interim. annual December 2024 interim January 1 2025. Early adoption. periods. consolidated financial statements.


December 2023 FASB issued ASU. 2023-09 Improvements Disclosures improves transparency consistent categories disaggregation tax rate reconciliation. includes amendments. effective December 31, 2025. Early adoption permitted. applied prospectively retrospectively. impact financial statements.


Revenue disaggregated source segment Ended December Advertising,642 revenue Family Apps,006,450,655 Reality Labs,159,274 revenue,609


Revenue disaggregated geography addresses Ended December United States Canada,888,150 Europe,210,057 Asia-Pacific,154,760,739 World,650,018,592 Total revenue,609


States revenue $49. $47. 38 2022 2021.


revenue $13. 59 billion 2023 2022 2021.


Russia Africa Latin America Middle East.


deferred revenue $675 million $526 million December 2023. $626 million less.


March 2023 announced layoffs size 10,000 Family Apps Reality Labs. notified March May. December 31, 2023 completed layoffs. portion headcount 2024. recognized $1. 20 billion pre-tax severance personnel costs December 2023 ASC Topic 420 Cost.


2023 Restructuring pre-tax charges adjustments severance personnel costs Research development Marketing sales General administrative Total,197


Includes $101 million compensation 2023 layoffs.


2023 Restructuring FoA. billion $96 million.


summary changes severance personnel liabilities 2023 layoff balance Liabilities January 1, 2023 costs Cash payments Balance December 31, 2023


2022 initiated measures efficiency priorities. facilities consolidation office buildings layoff 11,000 next generation data center cancellation projects. December 2023 completed data center initiatives 2022 layoffs facilities consolidation.


summary 2022 Restructuring pre-tax charges years ended December 31, 2023 2022 adjustments Ended December December 2022 Consolidation Personnel Center Assets Cost revenue#177#1,341#1,495 Research development,311 Marketing sales General administrative Total#2,506#2,255,295#975#1,341#4,611


center restructuring charges 2022.


restructuring FoA $1. 74. 10 billion $516 $515 million 2022.


severance personnel liabilities 2022 layoff balance Liabilities January 1 2022 costs Cash payments December 31, 2022 Adjustments foreign exchange payments December 31, 2023


compute earnings A B common stock two-class method. liquidation dividend rights identical undistributed earnings allocated shares.


EPS computed income shares Class A B common stock. diluted adjusted dilutive securities Equity Incentive Plan.


diluted EPS Class A stock assumes conversion B diluted EPS B conversion. Diluted EPS computed net income by diluted shares.


2023 2022 16 million 95 million shares Class A RSUs excluded EPS anti-dilutive effect. December 2021.


diluted EPS common stock liquidation dividend.


numerators denominators basic diluted EPS computations common stock calculated millions per share Ended December 31, Basic EPS Net income,722,376,729,328 Shares basic earnings share,220######354,285######402 Basic EPS.Diluted EPS Net income,722,376,729,328 conversion Class B A common stock B stock Net income diluted EPS#39,098#5,264,200#3,452,370 Shares basic earnings per share Conversion Class B A common stock Weighted-average effect dilutive RSUs Shares diluted earnings per share Diluted EPS.


classify cash equivalents debt securities Level 1 2 market prices inputs fair value. assets Level 3 unobservable market activity.


tables summarize assets value Value Measurement Reporting Date 31, 2023 Prices Markets Assets 1) Inputs 2) Unobservable Inputs 3) equivalents Money market funds,910. government agency securities Time deposits Corporate debt securities cash equivalents Marketable securities. securities. Corporate debt securities marketable securities Restricted cash equivalents Other assets


Value Measurement 31, 2022 Prices Markets Assets 1) Inputs Unobservable Inputs 3) equivalents Money market funds. government securities Time deposits Corporate debt securities cash equivalents Marketable securities. securities. Corporate debt equity securities securities Restricted cash equivalents Other assets,478


tables summarize debt securities cash equivalents unrealized losses December 31, 2023 2022 by security type length continuous loss position 31, 2023 than 12 months greater Losses U. government securities,041,377. government agency securities Corporate debt securities Total,391 31, 2022 than 12 months Losses U. government securities#5,008#8,507(481.agency securities Corporate debt securities(883)#10,087(500,170,189,257(1,689)


decrease losses 2023 shorter portfolio duration. credit losses gains debt securities December 2023.


table marketable debt securities maturities 31, 2023,120 five years


non-marketable equity securities value Level 3 unobservable inputs. Assets remeasured 3 2023 2022 $53 million $198 million. Note 6 Non-marketable Equity Securities.


non equity securities companies without values. table summarizes measured alternative equity method securities alternative Initial cost,389 upward adjustments adjustments Carrying value,184 equity method Total,141,201


2023 2022 2021 non-marketable equity securities $101 million $447 million.


Property equipment net 31, Land Servers network assets,330 Buildings,720 Leasehold improvements Equipment Finance-use,353 Construction,052 Property gross Accumulated depreciation,134 net,587


Construction data centers infrastructure servers. December 2023 2022 $1. 40 billion $2. 18 billion servers network.


Depreciation property equipment $11. $8. 50 $7. billion 2023 2022 2021. servers network $7. 32 $5. 29 $4. 94 billion. capitalized $283 million interest.


2023 2022 $671 million $508 million losses leasehold restructuring. Note 3 Restructuring.


entered agreements offices data centers colocations. finance lease network infrastructure. leases 2024 2093. options renew.


lease costs Ended December Finance lease cost Amortization right-use Interest Operating lease cost Variable lease Total lease cost,171


recorded $1. 76 billion $1. 71 billion losses 2023 2022. Note 3 Restructuring.


balance lease liabilities lease term Finance leases. 4 Operating leases. 6. 5 years discount rate Finance. Operating leases.


schedule lease liabilities December 31, 2023 Leases 2024,219 2025 2026,264 2027,233 2028,112,491 undiscounted cash flows,649 Imputed interest,800) lease liabilities,849 non-current,226,849


Lease liabilities consolidation. Note 3 Restructuring.


lease payments. December 2023 additional leases obligations $7. 07 billion $1. 37 billion data centers colocations network infrastructure. 2024 2028 30 years.


cash flow leases Ended December Cash lease liabilities Operating cash flows leases#2,233#1,654#1,406 finance leases leases#1,058#677 Lease liabilities right-of-use assets Operating leases#4,370,366 Finance leases#223


Cash flows leases December 2023 terminations.


December 31, 2023 completed acquisitions $467 million cash $88 million $352 million intangible assets goodwill. Goodwill synergies monetization opportunities. deductible tax not. costs immaterial expensed incurred. results significant consolidated financial statements. included results financial statements.


Changes goodwill 2023 2022 Apps Labs Goodwill December 31, 2021,458,197 Acquisitions,137 Adjustments December 2022,250,306 Acquisitions Adjustments December 31, 2023,246,654


table major categories intangible assets weighted-average useful lives 31, 31, 2022-Average Useful Lives years Carrying Amount Amortization Acquired technology. Acquired patents. Total finite-lived Total indefinite-lived assets Total intangible assets#1,218#788,355#897


2023 2022 2021 $161 $185 $407 million.


December 2023 unamortized finite-lived assets five years 2024 2025 2026 2027 2028


December 31, 2023 $18. 50 billion fixed-rate unsecured notes $10. billion August 2022 $8. 50 billion May 2023. table summarizes debt 31, 2023 2022 debt 2027. 50%. 63%. 45%. 65%. 71% May 2023 debt 2028. 60%. 68%. 80%. 95%. 64%. 75%. 79% long debt,500 Unamortized discount issuance costs


Notes rank equally. Interest payable semi-annually. redeem redemption prices. subject financial covenants. Interest expense $420 million $160 million years 2023 2022.


debt $18. 48 billion $8. 63 billion December 2023 2022. closing price $100 Level 2.


December 2023 payments Notes 2024 2026,750 2028,500,250 debt,500


accrued expenses liabilities 31, Legal-related accruals compensation benefits property equipment,921 taxes current liabilities expenses liabilities#24,625,552


accruals fines settlements losses fees. Note 12 Commitments Contingencies.


components liabilities millions): 31, Income tax payable non-current liabilities,119,884


$16. 49 billion non-cancelable commitments December 31, 2023 servers network Reality Labs. schedule 2024 2025,152 2026 2027 2028,470,489


entered multi-year agreements renewable energy volume server components price. volume price. estimated spend renewable energy agreements December 31, 2023 $15. 12 billion majority due beyond five years. ultimate spend volume purchased.


cases actions inquiries evaluate developments accrue liability when loss probable amount estimated. reasonable possibility may incur loss in some matters. matters estimate loss loss or not individually material reasonable possibility may be material aggregate.


party to legal proceedings claims regulatory tax government inquiries investigations in business. required to comply with legal regulatory obligations. requirements uncertain subject to interpretation enforcement authorities failure could lead to legal regulatory action. evaluate developments accrue liability when loss probable amount reasonably estimated. reasonable possibility may incur loss in other matters. losses adverse effect on business financial statements.


ultimate outcome of legal matters likelihood of loss possible probable loss estimable uncertain. if matters resolved against us management's estimates loss results operations financial condition period could affected.


tax Note 15.


March 20, 2018 class actions filed courts against us directors officers platform user data practices misuse data damages relief. consumer protection privacy cases consolidated. District Court Northern District California Facebook. Consumer Privacy Litigation. September 9, 2019 court denied motion dismiss class action. December 22, 2022 settlement agreement payment $725 million. approved October 10, 2023 payment made November 2023. platform user data practices misuse. Federal Trade Commission state attorneys general government inquiries. settlement consent order FTC inquiry April 2020. penalty $5. 0 billion 2020. state attorneys general inquiry government inquiries. July 16, 2021 stockholder derivative action filed Delaware Court Chancery against directors officers breach fiduciary duty platform data practices settlement.July 20, 2021 stockholders complaint Delaware breach fiduciary duty directors officers. November 4, 2021 plaintiffs second complaint. Facebook. January 19, 2022 motion dismiss denied May 10, 2023. insider trading dismissed Zuckerberg denied fiduciary duty.


May 3, 2023 FTC filed proceeding Facebook. changes modified consent order effect April 2020. District Court. changes prohibition minors' data changes board directors limitations modify launch new products. May 31, 2023 filed motion. Court. Facebook. enjoin FTC order. November 27, 2023 district court denied motion appealed. Court Appeals. Facebook. stay FTC proceeding pending resolution. January 12, 2024 court denied motion January 25, 2024 filed motion stay appeal. November 29, 2023 filed complaint. Platforms. constitutional challenges structure FTC enjoin FTC proceeding. December 13, 2023 FTC injunction dismiss complaint. argument enjoin March 1, 2024. not response due March 15, 2024 FTC amend order additional requirements.opportunity appeal FTC decision request appellate court stay enforcement. unclear appeal stay successful.


notify Irish Data Protection Commission regulator personal data breaches privacy issues subject inquiries investigations regulators. May 12, 2023 IDPC Final Decision Meta Platforms Ireland Clauses Facebook data GDPR. issued fine EUR €1. 2 billion corrective orders "Legal Proceedings Part I Item 3 Annual Report Form 10-K. interpretation GDPR evolving decisions Court of Justice draft decisions IDPC European regulators lead changes outcome. interpretation enforcement GDPR penalties non-compliance uncertainty. defending regulatory compliance accrued loss contingencies inquiries investigations additional accruals losses material.


February 14 2022 Texas lawsuit. Meta Platforms. facial recognition Deceptive Trade Practices-Consumer Protection Act seeking damages relief. trial June 2024.


June 7, 2021 class actions filed information laws damages relief Meta Pixel Healthcare Litigation Tax Cases Frasco. Flo Health. Doe. Favor. GoodRx Holdings. Northern District California Rickwalder. Meta Platforms. California Supreme Court.


subject inquiries competition United States Europe. social networking digital advertising mobile applications acquisitions. 2019 antitrust investigations FTC U. S. Department Justice. December 9, 2020 FTC complaint. Meta Platforms. District Columbia anticompetitive conduct unfair Section 5 Federal Trade Commission Act Section 2


Sherman Act Instagram 2012 WhatsApp 2014 maintaining conditions access. FTC sought injunction violations antitrust relief divestiture Instagram WhatsApp. June 28, 2021 court granted dismiss leave amend. August 19, 2021 amended complaint October 4, 2021 motion dismiss. January 11, 2022 court denied. class actions filed Kingdom violations antitrust anticompetitive damages injunctive relief. cases consolidated. District Court Northern District California. Meta Platforms. January 14, 2022 court denied motion dismiss actions. March 1, 2022 amended complaint filed action. December 6, 2022 denied. December 2022 European Commission Statement Objections Facebook Marketplace competition rules.


March 20, 2018 actions filed against us directors officers securities laws fiduciary duties platform user data practices misuse data seeking damages relief. July 27, 2018 two class actions filed federal against directors officers securities laws earnings results second quarter 2018 damages. actions consolidated. District Court Northern District California Facebook, Inc. Securities Litigation class action platform data practices. 2019 2020 district court granted dismiss claims. January 17, 2022 appeal October 18, 2023. Court Appeals Ninth Circuit.


subject government inquiries business disclosure practices. September 2021 former employee allegations documents algorithms advertising metrics content enforcement misinformation undesirable activity user well-being. additional requests. October 27, 2021 class actions filed. District Court Northern District California directors securities laws breach fiduciary duties damages. Ohio Pub. Meta Platforms,.


March 8 2022 class action. Northern California directors earnings fourth quarter 2021 damages Steamfitters. Meta Platforms. July 18 2023 dismissed Meta amend. September 18 2023 plaintiffs amended complaint.


January 2022 federal state courts Facebook Instagram media addiction under 18 mental health harms. class actions filed States Canada school districts municipalities state filed nuisance claims. October 6, 2022 federal cases. District Court Northern District California


Addiction Product Liability Injury Litigation. October 13, 2023 Los Angeles Superior Court overruled plaintiff claims. states filed lawsuits. Children's Online Privacy Protection Act state consumer protection unfair business practices products liability harms under 18. lawsuits seek damages injunctive relief state attorneys. District Court Northern District California state courts. subject government investigations regulators products mental health safety impacts younger.


August 15, 2018 class actions filed demand prices. cases consolidated. District Northern California. Facebook. damages relief. 2019 2021 2022 dismissed permitted fraud unfair competition. March 29, 2022 granted class certification. June 21, 2022. Appeals Ninth Circuit granted September 12, 2023. case stayed appeal.


July 7, 2023 class actions filed. Northern District California. Meta Platforms. Chabon. Southern District New York. Meta Platforms. transferred. Northern District California copyrighted books materials artificial seeking damages injunctive relief.


subject to litigation law enforcement regulatory agencies Brazil Russia Europe legal obligations disclose user information. instances resulted fines penalties against. multiple legal grounds to satisfy prevail fines intend defend fines.


indemnify parties. hold harmless losses breach representations covenants intellectual property infringement claims. agreements limit time indemnification claim amount. indemnification agreements officers directors employees certificate incorporation bylaws obligations.


possible determine maximum amount indemnification agreements limited history unique facts circumstances. payments financial statements. December 31, 2023 material loss indemnification. recorded liability costs indemnification through December 2023.


certificate incorporation authorizes issuance Class A B. December 31, 2023 authorized issue million shares A 4,141 million B par value $0. 000006 per share. Holders A entitled dividends declared board directors. Class A one vote B ten votes. Shares Class B common stock convertible into Class A stock convert A transfer. referred common stock financial statements.


December 2023 2,211 million A 350 million B.


board repurchase Class A 2017. December 2022 $10. 87 billion. 2023 $40 billion. retired 92 million shares $20. 03 billion 1% excise tax Inflation Reduction Act 2022. December 2023 $30. 93 billion. January 2024 $50 billion.


timing shares price business market conditions investment opportunities. market privately transactions trading plans Rule 10b5-1 Securities Exchange Act 1934.


February 1 2024 cash dividend program. $0. 50 $2. dividend paid March 26, 2024 holders February 22, 2024.


funds future declaration board intend quarterly dividend common stock. payment future dividends discretion board financial condition operating results cash needs.


active 2012 Equity Incentive Plan amended June 2022. stock options restricted awards appreciation rights RSUs performance shares bonuses employees directors consultants. Shares withheld forfeited added reserves.


March 1 2023 Plan 425 million December 2022 amendment. December 31, 2023 494 million Class A.


table summarizes share-based compensation expense line statements Ended December revenue Research development,429,361,106 Marketing sales General administrative compensation expense,027,992,164


table unvested RSUs 2023 Shares Value Unvested 2022,110. 93 Granted. 46 Vested. 74 Forfeited. 39 Unvested 2023,062.


-average grant RSUs 2022 2021 $195. $305. vesting dates 2023 2021 $17. $9. 44 $14. 42 billion. income tax benefit $3. 65 billion $2. $3. billion.


December 2023 $29. 46 billion unrecognized compensation expense RSU awards. three years.


table interest income Ended December 31, Interest income#461 Interest expense Foreign currency losses(81 Other income(150) Interest income net#677#531


components income before taxes Ended December 31, Domestic,025,669 Foreign,794,615 Income taxes,428,819,284


income taxes Ended December 31, Federal State Foreign,688 tax expense,896,305 Deferred Federal,776) State Foreign deferred tax,277) income taxes,330#5,619#7,914


reconciliation U. federal income tax rates effective tax rate Ended December. federal statutory income tax rate. State income taxes net federal benefit. Share-based compensation. Research development tax credits. Foreign-derived intangible income deduction. non-U. operations. Effective tax rate.


deferred tax Loss carryforwards Tax credit Share compensation Accrued expenses liabilities Lease liabilities research development Unrealized losses securities deferred tax assets,290 valuation allowance,493),797 Depreciation amortization,320,296 Right-of-use assets,708 liabilities,851) Net


valuation allowance $2. 88 billion. 49 billion December 2023 2022. tax carryforwards. tax credits unrealized losses attributes.


2023. state loss $200 million $2. 78 billion 2035 2031. federal tax credit $490 million 2029 state $4. 08 billion.


net operating loss tax credit carryforwards limitations ownership change Internal Revenue Code state provisions. limitations before. changes stock ownership change 50% three‐year period.


table reflects unrecognized tax benefits Ended December 31, benefits beginning period,757,692 Increases prior year positions Decreases(172)(86) Increases current positions,166 Decreases settlements(90) end period,666,757


unrecognized tax benefits accrued transfer foreign subsidiaries research tax credits. recognized interest penalties. penalties accrued December 2023 2022 2021 $1. 48 billion $1. 07 billion $960 million.


tax benefits $11. 67 billion December 31, 2023 $7. 33 billion.


subject taxation United States jurisdictions. Ireland. examination Revenue 2017 2019 years. 2014 2016 IRS Independent Office Appeals unresolved issues. 2020 open Irish Revenue Commissioners.


July 2016, received Statutory Notice Deficiency IRS transfer pricing foreign subsidiaries 2010 tax year. applies 2010 tax year years 2010. IRS filed petition Tax Court challenging Notice. January 15, 2020 IRS amendment filed assert adjustment higher. first session trial March 2020 final August 2022. expect Tax Court opinion 2024. IRS prevails additional federal tax liability $9. 0 billion. return interest penalties.


March 2018 received second Notice IRS 2011 2013 tax years. applied position proposed adjustments transfer pricing foreign subsidiaries tax credits. additional federal tax liability $680 million filed U. returns interest penalties. IRS filed petition Tax Court challenging.


accrued tax benefit ASC lower federal tax liability IRS Notices Pretrial Memorandum. IRS transfer additional tax offset reduction transition tax foreign earnings 2017 Tax Cuts Jobs Act. December 31, 2023 resolved proceedings continue Tax Court.


adequate amounts reserved ASC 740 for adjustments income taxes examinations. timing resolution settlement closure audits uncertain possible balance unrecognized tax benefits change next 12 months. years unable estimate adjustments. tax authorities prevail tax tax interest penalties financial position results cash flows.


financial Family Apps Reality Labs. FoA Facebook Instagram. RL augmented virtual reality hardware software content. operating.


chief executive officer allocates resources assesses performance segment revenue income. evaluate asset liability information.


Revenue costs expenses attributed to segments. include product development partnership consumer hardware content legal severance. Indirect costs allocated significant performance. Indirect revenue allocated usage data centers technical infrastructure. Indirect operating expenses research recruiting security restructuring allocated headcount.


table revenue operations Ended December Revenue Family Apps,006,450,655 Reality Labs,159,274 revenue,609 Income operations#62,871,661 Reality Labs,120),717),193) income operations#46,751,944


disaggregated Note 2.


table long-lived assets geographic area property equipment lease-use 31, United States,334 Rest world long-lived assets,191


country exceeded 10% long assets period.


management evaluated disclosure controls procedures Rules 13a- 15(e 15d- 15(e) Securities Exchange Act 1934 Annual Report Form 10-K. CFO concluded December 31, 2023 disclosure controls procedures reasonable assurance information Exchange Act recorded processed summarized reported periods rules Securities and Exchange Commission information accumulated communicated to management timely decisions.


management internal control financial reporting Rule 13a-15(f Exchange Act. Internal Control—Integrated Framework Committee Sponsoring Organizations Treadway Commission. concluded control effective December 31, 2023 reliability statements U. S. GAAP. Ernst & Young LLP audit report Part II Item 8 Annual Report Form 10-K.


no changes control financial reporting evaluation Rules 13a-15(d 15d-15 Exchange Act fourth quarter 2023.


Controls Procedures Financial Reporting


designing evaluating disclosure controls internal control financial reporting management recognizes reasonable assurance achieving desired control objectives. design reflect resource constraints management judgment evaluating benefits costs.


November 30, 2023 Jennifer Newstead Chief Legal Officer trading plan Rule 10b5-1(c Securities Exchange Act 1934. sale 10,968 shares Class A common stock received. equity awards future shares withheld income tax remittance. May 13, 2025 early termination.


Proxy Statement 2024 Annual Meeting filed SEC 120 fiscal year 2023.


board adopted Code Conduct officers directors employees available website. Governance. satisfy disclosure Item. Form 8-K amendment Code Conduct posting information website.


Ownership Owners Stockholder


filed documents 10-K


. Financial Statements Reports Accounting Firm. 42 Balance Sheets Income Stockholders Equity Cash Flows


schedules omitted not required applicable submission required information included.


Reference Description. Date. Restated Certificate Incorporation. 28, 2021. Restated Bylaws. Class A Common Stock Certificate. 3 2022. Class B Common Stock Certificate. August 9 2022 Meta Platforms. Bank Trust Company trustee. Supplemental Indenture Meta Platforms. Bank Trust. Supplemental Indenture May 3, 2023 Meta Platforms. Bank Trust Company trustee. 2023. Registrant's Capital Stock. Indemnification Agreement. 15 2019. Equity Incentive Plan amended. 2 2023. Amendment 2012 Equity Incentive Plan.. 2 2023. Equity Incentive Plan agreements. 31, 2012. Incentive Plan agreements. 4 2017


Exhibit Reference Number Description No. Date.(E Equity Incentive Plan forms award agreements Forms. 27, 2017. 2(F Equity Incentive Plan award agreements. 26, 2018.(G. 31, 2019.(H. 25, 2019.(I. 30, 2020.(J Plan award agreements. 29, 2021.(K Plan forms agreements. 28, 2022. 2(L Equity Incentive Plan forms award agreements. 27, 2023. Restated Bonus Plan January 1, 2023. 26, 2023.Restated Offer Letter January 27, 2012, Mark Zuckerberg. 2012. June 5 2020 Christopher. Cox. 2021. December 22, 2022 Javier Olivan. 2023. March 14 2022 Andrew Bosworth. November 1 2022 Susan Li. Executive Officer Offer Letter. 25 2019. Compensation Policy. 2023. Compensation Plan Non-Employee Directors. 2 2023. Agreement March 14 2021 Mark Zuckerberg. 29, 2021. Subsidiaries. Accounting Firm. Mark Zuckerberg Chief Executive Officer Rule Sarbanes-Oxley Act 2002.Susan Li Rule 302 Sarbanes-Oxley Act 2002. Mark Zuckerberg 18. Section 1350 906 Sarbanes-Oxley Act 2002.


Reference. Date. Susan Li Chief Financial Officer 18 U. S. Section 1350 Section 906 Sarbanes-Oxley Act 2002. Recoupment Policy. XBRL Instance Document Interactive Data File tags. XBRL Taxonomy Extension Schema. Extension Calculation. Definition Extension Taxonomy Extension Presentation. Page Interactive Data File XBRL Exhibit 101.


Indicates management contract compensatory plan. certification not filed 18 Securities Exchange Act 1934 liability incorporated Securities Act 1933.


13 Securities Exchange Act 1934 Registrant Annual Report Form 10-K Menlo Park California February 2024. PLATFORMS. 1 2024 Susan Li Financial Officer


KNOW ALL PERSONS PRESENTS each person signature below Susan Li Katherine R. Kelly true lawful attorneys-in-fact agents full power substitution resubstitution name sign amendments Annual Report Form 10-K file exhibits documents Securities Exchange Commission granting attorneys agents full power authority do perform act requisite necessary ratifying confirming attorneys-in-fact agents substitute lawfully do cause.


Securities Exchange Act 1934 Annual Report Form 10-K signed Registrant dates Signature Mark Zuckerberg Chair Chief Executive Officer 1 2024 Susan Li Financial Officer 1 Aaron Anderson Accounting Officer Peggy Alford 1 Marc L. Andreessen. Andrew W. Houston. Nancy Killefer Robert M. Kimmitt. Sheryl K. Sandberg. Tracey T. Travis 1. Tony Xu 1 2024


terms Group report UnitedHealth Group Incorporated subsidiaries.


UnitedHealth Group health care healthier health system. businesses Optum UnitedHealthcare modern high-performing health system improved access affordability outcomes experiences.


data health care expertise patients consumers providers communities governments innovative products offerings challenges.


Optum-performing value-oriented connected health care. clinical expertise technology data affordable whole-person health experience personalized evidence-based care. serves marketplace patients consumers payers providers employers governments life sciences companies Health Insight Rx. quality costs experience data pharmacy operations financial services.


UnitedHealthcare health benefits. Employer Individual serves consumers employers multi-site. Medicare Retirement seniors Medicare consumers. Community State serves economically disadvantaged medically underserved without employer sponsored health.


four segments Health Insight Rx Employer Medicare Retirement Community State.


Optum technology health services business health care marketplace patients information resources products engagement improve health goals experience personalized comprehensive settings in-home virtually. physicians hospitals pharmacies health system reduce administrative burden best care outcomes lower costs. outcomes clinical expertise data understand treat prevent health conditions evidence-based care. consumers employers health plans state federal municipal agencies high-quality care health equity. life sciences organizations effective approaches health outcomes.


Optum three segments population health operations data analytics pharmacy Health management financial Insight data analytics research consulting technology Rx pharmacy.


Optum Health provides comprehensive patient-centered care-being 103 million consumers 100 partners. settings clinical in-home virtual. delivers primary specialty surgical urgent care chronic needs post-acute digital technologies financial services. works with patients consumers providers employers payers public-sector entities high quality accessible equitable care improved outcomes reduced cost. fee-for-service performance-based.


Optum Health include accountable value-based arrangements health care costs monthly premium. administrative fee monthly fee fee-for-service products contracted fee.


Optum Financial serves 24 million accounts $22 billion assets December 2023. digital payment financing systems card solutions. charges fees earns income funds.


Optum Health sells products collaborations producers employers payers plans administrators carriers intermediaries public entities. Departments Veterans Affairs Defense federal agencies.


Optum Insight connects health care platforms administrative financial processes. Hospital systems physicians health plans public entities life sciences companies organizations depend Optum Insight performance costs quality compliance modernize systems.


Health Systems. hospitals physicians providers reduce costs health patient engagement growth.


. financial performance outcomes payment integrity portfolio technology risk quality services. Optum Insight helps.-sector coverage affordable benefit plans technology.


Governments. technology analytics programs Medicaid cost predictability.


Life Sciences Companies. Combines data analytics technologies health care sciences discoveries outcomes.


Optum software services delivered. maintains order backlog unearned revenues.


backlog renewals. backlog December 2023 $32. 1 billion $18. 7 billion 12 months. $11. 9 billion. backlog December 2022 $30. billion $10. 7 billion.


Optum products sold direct sales force. supported distributed alliances partnerships technology vendors applications.


Optum Rx 65,000 home delivery specialty community health-home infusion rare disease gene therapy. direct-consumer.


Optum Rx manages prescription oncology HIV pain ophthalmology. serves behavioral substance disorders. managed $159 billion $63 billion specialty.


Optum Rx serves unions trusts coalitions entities. brokers consultants.


Optum Rx offers programs digital tools services pharmacy health care costs improved experiences outcomes lower cost. utilization medication quality assurance adherence counseling programs. medical pharmacy behavioral care pharmacists.


health benefits UnitedHealthcare better health experience rising costs. position local-market relationships breadth product offerings advanced technology digital engagement medical operating cost clinical engagement.


UnitedHealthcare uses coordinate improve affordability analyze cost manage pharmacy providers create experience.


UnitedHealthcare discounted December 2023. 8 million physicians 7,200 hospitals.


UnitedHealthcare government regulation. Part II Item 7 Financial Condition Results Operations.


UnitedHealthcare Employer Individual offers health benefit plans mid-sized small businesses individuals. December 31, 2023 services 27. 3 million. serves 7. 8 million premium Brazil Chile Colombia Peru 150 countries. health care markets


hospitals clinics centers UnitedHealthcare consumers payers.


risk-based UnitedHealthcare Employer & Individual assumes risk medical administrative costs monthly premium fixed per individual one-year. self health care receives fixed monthly service fee per. customers retain risk benefits provides coordination medical services transaction processing access contracted network physicians hospitals health care professionals. informed benefit solutions customized plan designs clinical programs cost care simpler consumer experiences.


UnitedHealthcare Employer distributes products channels consultants direct sales brokers agents wholesale agents employer organizations associations multi-carrier private exchange marketplaces.


UnitedHealthcare engagement traditional clinical pharmacy specialty vision dental hearing accident critical illness disability hospital indemnity.


UnitedHealthcare Medicare Retirement seniors consumers needs. benefit designs pricing underwriting management marketing health.


UnitedHealthcare Medicare Retirement products health coverage services. include clinical nurse health line 24-hour information discounted services administrative services.


UnitedHealthcare Medicare Retirement distribution direct marketing AARP 50 state. government agencies. Products agents employer groups digital channels.


categories


Medicare Advantage. health care seniors Medicare beneficiaries Centers Medicare HMO Point-of-Service Private-Fee-for-Service Special Needs. UnitedHealthcare Medicare Retirement health monthly premium consumer premiums. Premium amounts vary geographic demographic factors health status. served 7. million people December 31, 2023.


offerings digital physical resources expanding concierge navigation safe. HouseCalls program nurse performed. 7 million preventive home visits 2023 gaps.


Medicare. Provides benefits Advantage stand-alone plans. address needs low-cost options. December 2023 UnitedHealthcare enrolled 10. 2 million D 3. 3 million stand remainder Advantage plans.


Medicare Supplement. products price. cover coinsurance deductible gaps Medicare.


Medicare Retirement. seniors AARP December 2023.


revenues CMS 40% UnitedHealth 2023 UnitedHealthcare Medicare Retirement.


UnitedHealthcare Community State disadvantaged medically underserved without employer-funded monthly premium. oversee Medicaid Temporary Assistance Children’s Health Long-Term Services Aged Blind Disabled federal state community. December 2023 32 states District Columbia served 7. 8 million 1. 3 million Medicaid 19 states.


States Medicaid select health plans bid contracts. address complex needs chronically ill higher risk. UnitedHealthcare Community State administers benefits children pregnant adults seniors institutionalized nursing home eligible. underserved areas medical community. face social economic challenges.


businesses subject to U. S. federal state international laws regulations. regulated by agencies issue enforce. governments legislative regulatory proposals impact health care system. New laws changes affect businesses.


Part I Item 1A compliance. international laws regulations.


contract federal government subject laws regulations. CMS regulates UnitedHealthcare Optum businesses. Payments CMS subject regulations fee-for-service health status. CMS compliance contracts regulations quality care Medicare beneficiaries. commercial business subject CMS audits medical loss ratios risk adjustment data.


UnitedHealthcare Community Medicaid CHIP contracts subject federal regulations payment. regulations Medicare compliance regulatory environment complex.


businesses consumer false claims referrals health care-money laundering securities antitrust compliance.


Privacy Security Data Standards. operations Health Insurance Portability Accountability Act 1996 group insurance employee benefit plans. electronic transactions code privacy security health information.


businesses comply Health Technology Health Act privacy security data standards. disclosures


health includes contracting HIPAA extends privacy security adds data breach notification reporting HHS Federal Trade Commission local media strengthens enforcement imposes financial penalties criminal penalties. act covered entity business associate.


use disclosure health data regulated by federal laws Gramm-Leach-Bliley Act state statutes. require insurers notice health financial information opportunity “opt prescribe safeguards protection information. GLBA HIPAA preempt state laws. Federal consumer laws apply privacy security practices identifiable information.


ERISA. Employee Retirement Security Act 1974 regulates services employer-sponsored health benefit plans. laws regulations. Department Labor federal courts. standards business units plans self. Regulations DOL requirements administration benefits claims payment appeals.


Health Care Regulation. insurance HMO subsidiaries jurisdictions. states regulate. require financial reports minimum capital cash reserve. National Association Insurance Commissioners regulations expanded governance risk solvency. states corporate governance control. risk management framework file confidential self report regulators. reports Connecticut New York.


health plans insurance companies regulated state regulations. require registration departments reports capital structure ownership financial condition transactions business operations. require acquisitions transfers transactions between companies parent. restrict subsidiaries dividends.


business activity subject health care regulations PPO Managed Care Organization review TPA pharmacy medical equipment licensure. differ network contracting product rate licensing financial reporting requirements. laws standards delivery appeals grievances fraud prevention health information pricing benefits services. anti-fraud abuse prohibitions kickbacks referral billing unnecessary services improper marketing. businesses state agent broker sales distribution laws. UnitedHealthcare Optum businesses Medicaid agencies. contract state entities laws.


State Privacy Security Regulations. states adopted laws privacy security social security health information GLBA credit card data. authorities focus protecting identity theft states laws cyber-security standards breaches personal information. consumer protection laws apply privacy security information. approaches privacy


insurance regulation enforcement affect products state. Part I Item 1A state privacy security regulations.


Corporate Practice Medicine Fee-Splitting Laws. businesses medical providers subject laws regulations. states laws employing. fee-splitting practices sharing fees. prohibitions statutory regulatory judicial interpretation. laws regulations limited judicial regulatory interpretation change.


Optum Rx’s businesses include home delivery specialty compounding pharmacies clinic-based pharmacies states. pharmacies register U. S. Drug Enforcement Administration (DEA) state controlled substance authorities. non-resident states board pharmacy. states expect follow laws require laws. Medicare state Medicaid comply with rules. laws include federal state statutes labeling packaging advertising adulteration prescription drugs dispensing controlled substances. See Part I, Item 1A “Risk Factors” risks pharmacy.


Federal state legislation PBM pharmacy. states limit costs generic prescription drugs. CMS HHS departments insurance regulate prescription drug benefits. states regulate drug coverage delivery channels insurers MCOs Medicaid. regulations plan designs networks providers channels copayment differentials formulary tiering practices.


Legislation PBM activities federal state impact business practices pharmacy manufacturers network providers. NAIC regulations National Committee Quality Assurance) Utilization Commission establish standards PBM. regulations standards influence states impact services.


businesses-consumer Federal Tort Claims Act Federal Postal Service Act Telemarketing Sales Rule. states similar laws.


Telephone Consumer Protection Act FTC Federal Communications Commission state attorneys regulate telemarketing automated contacts. laws provide private right action. Violations penalties sanctions.


Optum Bank federal regulators Federal Deposit Insurance Corporation annual examinations Consumer Financial Protection Bureau periodic examinations consumer protection statutes regulations guidelines. Utah State Department of Financial Institutions annual examinations periodic examinations


compliance state banking statutes regulations guidelines. unfavorable examination expenses requirements oversight penalties.


businesses operate internationally subject regulation jurisdictions. regulatory regimes vary. non-U. S. businesses subject to U. S. laws. Foreign Corrupt Practices Act prohibits offering foreign government official advantage.


diversified health care company operate competitive markets benefits services. competitors startups Fortune 50 enterprises for-profit government entities. New entrants combinations environment. compete quality value product innovation technology engagement satisfaction sales marketing pricing. Part I Item 1A.


obtained trademark registration UnitedHealth Group Optum UnitedHealthcare. own trademarks. hold portfolio patents applications pending. not dependent.


trademarks owned us. disclaim proprietary interest marks.


440,000 employees December 31, 2023 160,000 clinical professionals guided mission healthier health system. integrity compassion inclusion innovation quality align strategy increase access improve outcomes advance equity. attract talent innovation engagement empowerment.


committed developing inclusive environment diverse backgrounds. approach data-driven leader-led enterprise scorecards hiring diverse talent. embedded inclusion diversity talent acquisition management leadership development careers learning skills systems processes. diverse talent pipeline partnerships early career programs internships apprenticeships. support career coaching mentorship leadership development. invest skills-based learning culture development programs. shared leadership framework expectations develop deploy talent.


prioritize pay equity compensation practices gender ethnicity race. feedback inclusion. Employee Experience Index measures commitment belonging Stewardship incentive plan. Sustainability Report. unitedhealthgroup. information.


executive officers February 28, 2024 business experience five years Name Andrew Witty Dirk McMahon John Rex Vice Rupert Bondy Erin McSweeney Thomas Roos Vice President Brian Thompson UnitedHealthcare


Board Directors officers. serve successors elected death disqualification.


Andrew Witty Chief UnitedHealth February 2021. Optum April 2021 President UnitedHealth November 2019 February 2021 director August 2017 March 2018. GlaxoSmithKline 2008 2017.


McMahon President UnitedHealth Group 2021. Chief UnitedHealthcare 2021 Optum Executive Vice President Operations November 2014 2017. Chief Optum Rx 2011 2014. UnitedHealthcare operations technology finance.


Rex Executive Vice President Financial Officer UnitedHealth 2016. 2012 Optum. Managing Director JP Morgan financial services.


Rupert Bondy Vice President Chief Legal Officer UnitedHealth Corporate Secretary April 2022. Senior Vice President Counsel Secretary Reckitt Benckiser Group 2022. General Counsel BP Senior Vice President General Counsel GlaxoSmithKline.


Erin McSweeney Vice President Officer UnitedHealth Group March 2022. 2017 February 2021 Vice President Human Resources Officer Optum. Human Resources EMC Corporation.


Roos Senior Vice President Accounting UnitedHealth 2015. Partner Deloitte Touche.


Brian Thompson UnitedHealthcare April 2021. Medicare Retirement July Medicare Retirement April 2017 Chief Financial Officer Employer Individual Medicare Retirement August 2010 April 2017.


executive offices UnitedHealth Group Center 9900 Bren Road Minnetonka telephone (952) 936-1300. website. unitedhealthgroup. reports amendments website Securities Exchange Commission. Information Annual Report Form 10-K SEC filings.


statements estimates projections Annual Report Form 10-K include forward-looking statements Private Securities Litigation Reform Act 1995 (PSLRA. used future filings SEC news releases presentations oral statements “believe “expect “intend “estimate “anticipate “forecast identify forward statements. “safe harbor” provisions PSLRA. involve risks uncertainties may results differ from expectations. statement speaks date no obligation update after.


discussion contains cautionary statements business investors. address future filings SEC communications results previous filings. matters forward-looking statements results. forward statements Annual Report Form 10-K SEC filings statements may wrong. affected inaccurate assumptions risks uncertainties. factors future results. statements not guarantees performance results subject risks uncertainties assumptions difficult predict quantify.


estimate manage medical costs benefits profitability risk products affect financial position cash flows.


risk-based benefit products assume risk medical administrative costs premiums. use 80% to 85% premium revenues health care services. profitability depends on medical costs. Optum Health business accountable value-based arrangements with payers. Premium revenues 80% revenues. benefit expense payments judgement variability. differences predicted medical costs financial results. fail predict costs.


manage medical costs underwriting product design contracts care management programs. costs affected by services cost type. premiums future costs factors cause costs. inflation increased use business mix differences cost emergencies climate change pandemics new drugs guidelines benefits regulatory changes insured population characteristics. Cost increases recovered higher premiums. Optum inability provide higher-quality outcomes experiences lower costs care models impact financial positions cash flows.


financial results include estimates costs claims outstanding. estimates involve judgment. inaccurate results affected.


fail maintain integrity data consolidate integrate upgrade expand systems technology products business affected.


business depends on integrity timeliness data. data inaccurate unreliable integrity failures health wellness lose customers attracting new determining medical cost estimates pricing preventing controlling fraud disputes with customers physicians professionals regulatory sanctions penalties investigations audits operating expenses suffer adverse consequences.


health care data electronic health records expanding. depend on integrity data implement services automate technologies simplify processes price service timely payments report results. connectivity technologies important consumer engagement require technologies applications mobile tools AI/ML customer experience. anticipate fast-evolving AI/ML technologies generative AI in information systems products. protect enhance systems develop new systems changes processing technology AI regulatory standards customer preferences development operational resources. If commitments fail benefits cost reputational harm adverse effects business.


implement initiatives consolidate upgrade expand integrate develop new regulations processing technology. Failure protect consolidate integrate costs.


businesses sell install software products design defects complications with technologies. failure technology operate affect results financial position cash flows.


evolving U. non-U. international laws regulations health data technologies AI/ML alter competitive landscape compliance requirements affect information systems platforms.


parties cyber-attacks privacy data security incidents operations disclosure loss revenue costs negative affects liability reputational harm consequences.


process store transmit data including protected personal information privacy security breach proprietary information business third parties. Some data outside United States international business operations. target cyber-attacks security threats subject compromises systems. programs detect respond security incidents provide employee training phishing malware threats expect experience incidents some negatively affect business. techniques unauthorized access service sabotage systems change increasing evolving AI/ML technologies generative businesses changing


anticipate techniques detect security incidents implement preventive measures. actors hackers affect operations penetrating security controls causing disruptions shutdowns confidential third developing viruses ransomware malware vulnerabilities. hardware software applications contain defects compromise information security controls. systems vulnerable to financial fraud misplaced data human error social engineering events data financial accounts information. heightened vulnerabilities lack supervision infrastructure remote workforce operations recently-acquired non-integrated businesses. rely third-party vendors process data.


costs security threats vulnerabilities cyber-incident. business continuation resiliency plans maintained updated tested disruptions. remediation operational interruptions delays cessation service loss customers. compromises security measures unauthorized dissemination sensitive proprietary confidential identity theft negative operational affects loss misuse liability penalties damage brand reputation harm business.


fail compete market share enrollments health benefits results financial position cash flows.


businesses face competition in geographic markets. competitors have advantages. position affected by merger acquisition activity competitors. Consolidation to retain customer base improve terms maintain profitability.


success health care marketplace depends on innovative disruptive products services market demands. health care payers consumers customers risk losing market share entrants. risks new technologies relationship health plan enrollees. sustain competitive disadvantages loss market share fail innovative care models transition value-based models virtual in-home care. competitive position failure develop innovative technologies data capabilities provide services.


business results financial position cash flows affected compete set rates high low competitive design price products properly innovate deliver products services provide satisfactory services membership demand increase lose accounts profitable products less profitable. resumption Medicaid redeterminations impacted membership levels market share retain add consumers benefit.


fail relationships payers physicians hospitals providers business affected.


depend on contract with health care payers physicians hospitals pharmaceutical providers manufacturers at competitive prices. fail develop relationships with providers affect business results


financial cash flows. network design participation payments disputes negative publicity.


market physicians providers could refuse contract demand higher payments higher costs less products difficulty meeting regulatory accreditation requirements. providers hospitals multi-specialty physician groups market positions diminish bargaining power. Accountable Care Organizations physician group management services organizations organizational structures may change business competitive landscape. organizations compete affect business results financial position cash flows relationships costs costs operations. if providers refuse contract position negotiate favorable contracts place competitive disadvantage market products.


health care businesses have risk-based arrangements with physicians hospitals providers. arrangements limit exposure risk medical costs risk financial medical care resources. risk-based provider financial difficulties obligations we may responsible for unpaid health care claims paid. payment disputes between primary provider specialists could disruption reduction services. providers may not manage costs maintain financial solvency avoid disputes. may fail provide information costs. provision services operations.


providers services contracts. dispute payment institute litigation arbitration state federal laws compensation out-of-network providers.


success businesses depends relationships with physicians. physicians could terminate contracts become continue. face competition to acquire manage practices employ. revenues affected if maintain relationships acquire recruit employ retain enrollees following departures. affiliated organizations contract with competitors UnitedHealthcare. businesses suffer if fail maintain relationships price contracts competitors.


physicians hospitals pharmaceutical providers manufacturers health care providers customers Optum businesses. provide services facilities. relationships affect financial position cash flows.


subject legal actions investigations damage reputation penalties damages affect operations financial position cash flows.


party private governmental legal actions investigations design management product service. failure adhere laws regulations civil criminal penalties.


Legal actions party health care benefits coverage payment claims disputes with enrollees customers physicians hospitals health care tort claims medical malpractice facilities health care practitioners employed failure to adhere


clinical quality patient safety antitrust claims whistleblower claims False Claims Act personal information proprietary data technology contract labor disputes tax business practices. pharmacy operations clinical quality patient safety risks dispensing packaging distribution drugs operational errors. party class action lawsuits health care groups consumers. operate jurisdictions outside United States contractual rights tax positions regulations.


self-insured risks medical malpractice against physicians. record liabilities possible actual losses exceed. physicians healthcare providers subject legal actions medical malpractice professional liabilities. litigants seeking recoveries new theories liability. actions involve defense costs monetary damages reputation.


predict outcome legal actions. external insurers coverage may cover claims. incur expenses legal actions increase cost affect results financial position cash flows. actions adverse publicity damage reputation affect retain business grow market share.


business suffer results financial position cash flows affected manage strategic alliances acquisitions transactions outside States.


strategy engage discussions with investments acquisitions divestitures alliances joint ventures outsourcing enter agreements. fail meet needs partners developing products services service pricing responding to regulatory changes alliances ventures damaged terminated impact reputation business results. governmental actions FTC DOJ affect strategic transactions future growth. fail complete transactions objectives antitrust enforcement actions expend resources competitive disadvantage affected by negative market perceptions results financial position cash flows.


acquisitions require integrate business into operations present risks growth difficult. pre-acquisition practices expose legal challenges criminal fines reputational harm. defending claims costly negative publicity. If integrate businesses revenue growth cost savings synergies business prospects results financial position cash flows affected.


operate business outside face risks adapting new markets languages business labor practices regulatory environments. Managing senior management resources synergies benefits. risks vary country political instability government intervention court decisions discriminatory regulation currency exchange transferring funds converting local currencies into.


currency rates shareholders’ equity debt-equity ratio future revenues costs cash flows operations. measures volatile currencies costly ineffective.


subject risks health crises medical emergencies pandemics disasters extreme events business financial.


medical emergencies pandemics natural disasters public health crises extreme events business operations cash flows financial conditions results. disruptions infrastructure increase operating costs impair services. premiums fees medical administrative costs deferred medical care reduced demand workforce reduced capacity. health crises wildfires hurricanes climate change impact business operations medical care costs. Government emergency powers disrupt business operations supplies risk shortages items.


sales performance attract retain producers consultants.


products services sold through producers consultants. sales attract independent producers consultants sales strategy aligned. relationships impaired changes business practices terms commission levels.


unfavorable conditions.


Unfavorable economic conditions demand for our products services. employers stop health care coverage or offer voluntary reduce operating costs. impact increase premiums cancellation products. lead decrease people served premium fee revenues.


unfavorable economic environment budgets reimbursements health care programs Medicare Medicaid CHIP. reduction Medicaid reimbursement rates payments. pressures impose taxes assessments commercial programs premium taxes health insurance fee-for-service medical claims. affect operations financial position cash flows.


unfavorable economic environment financial hospitals care providers rates medical costs service. unfavorable economic conditions financial Optum businesses health plans hospitals care providers employers.


failure attract manage employees affect business future performance.


depend on attract develop retain qualified employees executives diverse expand business. development succession plans for key employees guarantee services. unable attract develop retain manage business results future performance. Experienced skilled employees executives health care technology industries high demand market competitive. difficulty replacing executives limited qualified individuals


expand business. Adverse changes harm retain employees.


portfolio losses profitability.


Market fluctuations investment portfolio profitability. Volatility interest rates affects income market value investments debt securities majority investments December 31, 2023. delay principal interest defaults reduce income write down value profitability equity.


investments not produce positive returns sell at prices less than carrying values. Changes in value interest rate fluctuations issuer financial market conditions illiquidity equity. portfolio results operations capital position subsidiaries.


intangible assets impaired operations equity credit ratings.


December 31, 2023 goodwill intangible assets value $119 billion 43% consolidated assets. evaluate charge to earnings necessary. value goodwill impacted if businesses perform inconsistent with assumptions. divest businesses impairment disposition charges including. future evaluations impairment could affect results operations equity. decrease in equity affect credit ratings.


proprietary rights databases software products intellectual property knowledge businesses.


rely on agreements confidentiality trademarks secrets copyrights patents proprietary rights. protections prevent misappropriation. intellectual property rights software litigation expect products infringement claims health care. litigation misappropriation hinder market sell affect financial position cash flows.


credit borrowing costs.


Claims paying ability financial strength debt ratings competitive position insurance companies. Ratings used by customers creditors. ratings marketing products. credit ratings impact cost availability future borrowings. ratings. ratings reflect financial strength operating performance debt obligations. maintain credit ratings. downgrades ratings increase costs funds operating costs.


business activities United States countries regulated new laws changes enforcement affect business.


regulated by federal state local governments United States countries. insurance HMO subsidiaries jurisdictions. states require financial reports minimum capital cash reserve. Health plans insurance companies state health care-related regulations PPOs MCOs UR TPAs. state guaranty association laws insurance companies assessed obligations policyholders claimants impaired insolvent insurance companies. assessment risk claims.


businesses provide products services government agencies. Optum UnitedHealthcare hold contracts provide services subject to. self-referral anti-kickback medical necessity risk adjustment false claims laws regulations contractors funds. relationships with agencies subject to contracts laws regulations. laws restrict conflict of interest. limit engagements financial position cash flows.


Optum businesses insurance HMO impact relationships physicians hospitals customers. include telemedicine debt collection banking distributor licensing fee-splitting health care licensure certificate need. risks affect market products margins increase regulatory burdens.


laws rules governing businesses frequent change. legislative changes ACA predict. changes tax laws unfavorable resolutions exams create tax liabilities.


integration of entities into businesses affect existing laws subjecting. latitude agencies administering regulations could change business renegotiate contracts restrict revenue enrollment growth increase health care administrative costs capital requirements expose liability.


obtain maintain approvals market products increase prices transactions. premium rates health insurance managed care states federal. submit data rate increases HHS monitoring. Geographic product expansions state federal approvals. Delays failure affect results financial position cash flows.


operate outside United States may acquire businesses exposure non-U. regulatory regimes. failure comply with. non. laws relationships. regulators affect market products business financial condition. Non-U. regulatory regimes encompass local-border taxation licensing tariffs intellectual property investment capital management control labor anti anti privacy data protection. foreign regulator court interpretation enforcement


industry regulations differ U. S. regulators courts. non-U. S. businesses operations subject U. S laws. FCPA prohibits offering foreign government official advantage.


health care industry negative publicity investigations media debate. publicity stock price reputation regulatory scrutiny.


participation government health care programs risks funding enrollments adjustments audits investigations affect business financial cash flows.


participate federal state health care programs Medicare Advantage Medicare Part D Medicaid CHIP receive revenues. Optum businesses provide services. reduction delay government funding allocation methodologies termination contract operations financial position cash flows.


government health care programs subject to changes enrolled coverage reimbursement payment levels expansion increase administrative medical costs. Revenues depend on funding federal state governments payment mechanisms. Funding depends on economic conditions budgetary constraints state. CMS reduced Medicare Advantage benchmarks additional cuts possible. CMS Advantage risk adjustment payments. adjusted benefits premiums ceased benefit plans counties intensified medical operating cost management reductions not address funding pressures Medicare Advantage. payers to reductions decreased funding government audit. States rates reimbursements audits recoupments.


Medicaid managed care program agencies solicit bids from health plans. renewals risk losing members enrolled. Medicare Part D program automatic enrollment low income members bids enrollee premium below regional benchmark calculated bids. If premium not below benchmark risk losing members auto-assigned. Chronic failure meet benchmarks termination contracts. bids based assumptions enrollment utilization medical costs. If assumptions incorrect results financial position cash flows affected.


government health care programs subject to conditions performance standards benchmarks. CMS quality bonus payments to Medicare Advantage plans meeting star ratings. star rating system considers quality care preventive services chronic illness management handling appeals customer satisfaction. Plans four stars or higher qualify for bonus payments. star ratings for bonuses negative impact revenues benefits marketability. changes in standards models Medicare inability to maintain quality scores star ratings limitations exclusion financial position cash flows.


CMS uses payment mechanisms payments Medicare. Medicare Advantage plans adjustments health status. Medicare Part D plans adjustments risk-sharing provisions prescription drug costs. state Medicaid programs process. UnitedHealthcare Medicare Retirement UnitedHealthcare Community State businesses submit health status payments. CMS Office Inspector General HHS perform audits Medicare health plans. local plans selected audits adjustments fines corrective action plans adverse action.


involved may in governmental investigations audits reviews assessments. claims litigants whistleblowers disclose business practices submitted false claims. investigations could lead to actions in adverse publicity damages fines penalties sanctions restrictions business loss licensure exclusion from government programs on business results financial position cash flows.


pharmacy face regulatory operational risks differ.


provide pharmacy care Optum Rx UnitedHealthcare. subject federal state anti-kickback beneficiary inducement laws manufacturers physicians pharmacies customers consumers. legislatures consider regulations practices rebates fees formularies tools wholesale specialty pharmaceuticals access networks reimbursement. agencies PBM practices civil penalties business model. Optum Rx subject licensure registration laws accreditation standards. home delivery specialty compounding pharmacies community mental health centers home infusion federal state laws regulations DEA state controlled substance authorities Food Drug Administration Boards of Pharmacy.


face claims errors home pharmacies home infusion services risks packaging distribution health care products. Disruptions infusion services affect operations financial position cash flows.


pharmacy care services businesses provide health benefit plans ERISA. private party or DOL ERISA could assert fiduciary obligations apply services. If court obligations apply subject claims breaches prohibited transactions.


fail comply privacy security technology data laws standards providers business reputation financial position cash flows.


collection maintenance protection use transmission disclosure disposal personal information regulated federal state international industry contracts. legislative regulatory action emerging AI/ML automation. laws change. Compliance privacy security technology data costs business model.


jurisdictions established data security privacy framework comply. expect new laws regulations standards privacy data protection security AI/ML automation European Union UK Chile India jurisdictions impacts future. European Data Regulation) data protection requirements penalties noncompliance.


businesses Payment Card Industry Data Security Standard multifaceted.


HIPAA requires business associates covered entities privacy security requirements. protections contracts security controls limited actions practices. businesses act associates customers collect use disclose maintain personal information. HHS administers audit program HIPAA compliance. noncompliance reputation sanctions.


Optum businesses maintain database administrative clinical data de-identified HIPAA standards. Noncompliance with laws regulations privacy security breach misappropriation loss disclosure personal information reputation business mandatory disclosure media loss customers cost privacy incidents fines penalties awards. results operations financial position cash flows.


enterprise rely on new technologies including AI/ML operations delivery products services. New technologies improve operational processes clinical outcomes present ethical technological legal regulatory risks. developed policies responsible design development use industry best practices. inadequacy failure policies laws could cause products business reputation financial position cash flows.


Restrictions subsidiaries affect reinvest service debt return shareholders.


operate as holding company dependent on dividends administrative expense reimbursements subsidiaries. subsidiaries regulated by state departments insurance. required maintain minimum capital. capitalization depend on premium revenues subsidiary. approval before transfer money dividends subsidiaries exceeding amounts. inability pay dividends affect reinvest maintain dividend payment repurchase common stock repay debt. obtain funds subsidiaries results financial position cash flows.


UnitedHealth Group manages cybersecurity data protection framework. mitigate risks policies safeguards systems.


cybersecurity program managed by Chief Digital Technology Information Security Officer. Audit Finance Committee cybersecurity data protection policies procedures resource commitment strategies. receives updates from risks strategy supplier risk business continuity.


framework includes incident management program monitors information systems manages remediates communicates Chief Digital Technology Officer Information Security Officer. incidents reported to Audit Finance Committee government agencies authorities impact significance scope.


require third partners contractors handle data privacy security laws. engage suppliers partners contractors providers identify vulnerabilities monitor upgrades risk controls continuity plans.


program infrastructure information systems audited by internal auditors. obtained certifications audits. perform vulnerability assessments penetration tests threats. internal audit team assesses security controls leverages auditing security frameworks. Audit results remediation progress monitored senior management Audit Finance Committee. partner cybersecurity firms.


complete enterprise information risk assessment overseen by Chief Information Security Officer. internal external threats risk investments program enhancements respond recover attacks rebuild recovery protocols systems. evaluate risk changes risk impacts enterprise risk management program.


Chief Digital Technology Officer Information Security Officer manage cybersecurity. digital transformation multinational corporation leadership positions technology consulting firm. Chief Information Security Officer digital portfolio leadership roles technology software company.


December 31, 2023 Company identified risks cybersecurity business strategy financial condition no assurance future. cybersecurity risks impacts Part I Item 1A “Risk Factors.


February 22, 2024 disclosed cybersecurity incident. investigate committed cybercrime actors. not incident impact financial condition operations.


own lease properties business United States countries. segments use facilities facilities suitable adequate future needs.


Item 3 incorporated Investigations Audits Note 12 Financial Statements Part II Item 8 Statements Supplementary


EQUITY STOCKHOLDER EQUITY SECURITIES


stock traded York Exchange UNH. January 9,853 holders.


June 2023 Board increased quarterly dividend $7. 52 $6. 60 share June 2022. future dividends Board conditions.


Month Ended Shares Purchased Price Paid Share Plans Programs Number Shares millions October 31, 2023. 7 November 30 2023. 53. 8 December 31, 2023. 83. 34.


November 1997 Board adopted share repurchase program periodically. June 2018 renewed authorization repurchase 100 million shares common stock open market prepaid structured programs. no expiration date. amend increase authorized shares.


compares five-year return common stock S&P Health Care Index Dow Jones US Industrial Average Index S&P 500 Index 2023. comparisons investment $100 December 31, 2018 common stock index reinvestment dividends. UnitedHealth Group. S&P Health Care Index. Dow Jones Industrial Average. S&P 500 Index.


stock price performance not indicative future. preceding graph incorporated Annual Report Form 10-K Securities Act 1933 Securities Exchange Act 1934 except Company incorporates filed Acts.


DISCUSSION FINANCIAL RESULTS


discussion Consolidated Financial Statements Notes Part II Item 8 Supplementary Data. statements estimates projections financial prospects economic conditions trends uncertainties 7 forward-looking statements. risks uncertainties results differ expectations. description risks uncertainties Item 7 Part I Item 1A Factors.


2022 2021 Form 10-K Part II Item 7 Financial Form 10-K fiscal year December 2022.


UnitedHealth Group health healthier health system. businesses Optum UnitedHealthcare modern high-performing health system improved access affordability outcomes experiences.


four segments Health Insight Rx Employer Individual Medicare Retirement Community State.


Part I Item 1 Note 14 Financial Statements Part II Item 8 Statements Data.


businesses participate States international health markets. health care spending grown 18% gross domestic product. expect spending health care inflation technology regulatory requirements demographic trends national interest. market growth macroeconomic conditions costs.


Pricing Trends. health care future costs patterns inflation labor dynamics. local markets product positioning price competitiveness environmental legislative regulatory considerations revenue adjustments. growth profitability.


commercial risk market competitive large segments. expect competition needs.


Medicare Advantage Trends increased care patterns Cost Trends. 2024 benefit trends.


payment rate pressure margin. prudent market-sustainable posture new business relationships. advocate sound rates medical cost trends partnering states long-term viability.


Medical Cost Trends. unit care activity prescription drug costs. 2023 increased care patterns outpatient procedures seniors 2024. physicians consumers choices high-quality affordable care.


Medicaid Redeterminations. impacted served offset by increase consumers served commercial offerings access care.


Delivery System Payment Modernization. health care market demographic shifts regulations political forces expectations. Health plans providers close gaps improve quality experience health reduce costs. vision innovation models in-clinic-home behavioral virtual data cost efficient. accountable value-based plans affordable care collaboration.


trend needs health management services new channels investments clinical information management systems growth Optum business platform. transition fee-for-service accountable value-based care. requires system enhancements coordination training clinical engagement. Enhanced clinical engagement health outcomes lower costs.


summary trends uncertainties regulatory. Part I Item 1 - Government 1A Factors.


Medicare Advantage Rates. notices rates below medical trend. Final Notice 2024 rates rate decrease January 2024 Advance Notice 2025 rates short medical cost trend pressure program. revisions risk adjustment model health reduced funding benefits health challenges.


Medicare funding pressures adjustments offset rate pressures. intensify medical cost management care provider networks adjust member benefits premiums payments. decide annually Medicare Advantage plans.


. December 22, 2023 sell operations Brazil approval. February 6 2024 loss $7 billion quarter March 31, 2024 foreign currency losses.


2023 comparisons 2022. revenues 15% UnitedHealthcare 13% Optum 24%. million. 14% 14% 13% Optum. earnings share 13% $23. flows $29. 1 billion. equity 27.


table summarizes consolidated results millions percentages share Years Ended December.2022 Revenues Premiums,827,157,233 Products Services Investment income Total revenues Operating costs Medical costs costs Cost products sold Depreciation amortization Total operating costs Earnings operations,358######28,435######23 Interest expense Earnings before income taxes,112######26,343######22 Provision income taxes Net earnings Earnings noncontrolling interests Netearnings UnitedHealth Group shareholders#22,381#20,120#17,285#2,261######11##% earnings per share. 86#21. 18. 68######13% Medical care ratio. 2 Operating cost ratio. Operating margin. Tax rate. Net earnings margin. Return on equity.


ratio costs divided revenue.


earnings UnitedHealth.


on equity calculated net earnings UnitedHealth Group divided average equity. equity calculated preceding year four quarters.


increases revenues Medicare Advantage Medicaid pricing trends Optum businesses. investment income interest rates.


Medical costs Medicare Advantage Medicaid. MCR elevated care outpatient business mix.


ratio management offset business investments growth.


Note 14 Consolidated Financial Statements Part II Item 8 Statements Supplementary information segments. metrics segments UnitedHealthcare Optum Health Optum Rx. metrics drivers revenue earnings cash flows. allow management investors business mix services pricing trends.


table reportable information Years Ended December 31, millions.2022 UnitedHealthcare#281,360#249,741,899 Optum Health Optum Insight Optum Rx Optum eliminations,760 Optum Eliminations(136,347,867 Consolidated revenues,622#324,162#287,597 Earnings UnitedHealthcare#16,415,379 Optum Health Optum Insight Optum Rx Optum Consolidated earnings operations,358,435,970 Operating UnitedHealthcare.####5 Optum Health####6. 9######8 Optum Insight####22. 5######24 6######27. Optum Rx####4. Optum####7 Consolidated operating margin.


table summarizes UnitedHealthcare revenues business Years Ended December 31, millions. Employer Individual Domestic,187 Global,307,668,345 Total,494,267,368,227 Medicare Retirement,671,552,191 Community State,004,803,979,201 UnitedHealthcare revenues,360,741,899


January 1 2022 UnitedHealthcare Global Employer.


table summarizes served UnitedHealthcare market segment funding arrangement. Commercial domestic Risk-based Fee-based,200,640 commercial domestic,315,685#26,580 Medicare Advantage,105 Medicaid Medicare Supplement,355,375,395 community senior,895,650 UnitedHealthcare,210,335,120 Commercial global,360 UnitedHealthcare medical,750,695,630 Supplemental Data Medicare Part D stand-alone,315,295,700


revenues increased Medicare Advantage Medicaid commercial. Medicaid December 2023 decreased redeterminations higher acuity. Earnings increased investment income offset elevated care activity outpatient care seniors.


revenues earnings Optum. results Optum Health


Revenues Optum Health growth value care. Earnings cost management investment income offset senior outpatient behavioral care costs. served 103 million December 2023 102 2022.


Revenues earnings Optum Insight increased technology services.


earnings Optum Rx script volumes. supply chain cost management. fulfilled 1,542 million 1,438 million scripts 2023 2022.


manage liquidity financial position business strategy. cash investments structure obligations liquidity financial flexibility. Cash flows earnings noncash expenses.


regulated subsidiaries generate cash subject minimum statutory capital restrictions dividends parent companies.


. subsidiaries paid dividends $8. billion. billion 2023 2022. Note 10 Financial Statements Part II 8.


nonregulated businesses generate cash flows. dividends financing long-term debt commercial paper credit facilities strengthen operating financial flexibility. cash expand reinvest repay debt return dividends repurchases common stock.


Sources Cash Equivalents Years Ended December millions.Sources cash operating activities,068,206 debt short borrowings repayments,280,536,481,256 common share issuances,353,355 Customer funds dispositions,729),386 Uses assumed,136),322 Common share repurchases dividends Purchases property equipment software,386(2,802),454 investments sales maturities,777,060 redeemable interests,338 Customer funds administered,110,737(1,564) Total uses cash,300 exchange rate changes cash equivalents increase cash equivalents,990


Increased cash flows driven capital net earnings. cash cash acquisitions purchases decreased borrowings debt customer funds dispositions.


December 31, 2023 debt balances $75. 2 billion $25. 4 billion $1. 3 billion corporate $44. 9 billion debt $4. 9 billion equity. cash fluctuations liquidity capital position. operating cash commercial paper program reduce sell adverse. Note 4 Consolidated Financial Statements Part II fair value.


debt portfolio duration 4. years credit rating “Double December 31, 2023. multiple ratings average rating.


Cash Requirements. twelve months include medical costs accounts accrued liabilities borrowings maturities liabilities purchase commitments obligations. cash corporate assets accounts receivable.


long-term cash requirements include •Debt obligations. Note 8 II future payments. Interest coupon payments paid semi-annually. leases. Note 12 payments. •Purchase obligations. include $7. 9 billion, $3. 7 billion expected paid next twelve months fixed commitments purchase obligations agreements cancelable early termination penalty capital commitments venture capital funds. exclude agreements cancelable without penalty liabilities Balance Sheets December 31, 2023. liabilities. employee benefit programs tax benefits uncertainty timing. •Redeemable noncontrolling interests. Note 2. potential redemptions next twelve months.


expect cash long obligations generated future. generate cash current requirements issuance commercial paper long-term debt credit facilities investments. capital resources future liquidity needs.


Short-Term Borrowings. bank liquidity commercial paper borrowing program placement unsecured debt corporate purposes. Note 8 Consolidated Financial Statements Part II.


revolving bank credit facilities debt to-shareholders’ equity ratio not 60% increase. December 31, 2023 debt equity ratio 38%.


Long-Term Debt. access debt working capital refinance finance acquisitions share repurchases. Note 8 Consolidated Financial Statements Part II.


Credit Ratings. December 31, 2023&P. M. Best Senior unsecured debt#A2+ Commercial paper/a#AMB-1+


financing equity profitability cash debt credit ratings covenants restrictions regulatory requirements economic conditions. credit adverse conditions cost borrowing access capital.


Share Repurchase Program. December 31, 2023 Board purchase 15 million shares common stock. amend increase. Note 10 Consolidated Financial Statements Part II Item 8 Supplementary Data.


. June 2023 increased quarterly dividend $7. 52 $6. 60 share. Note 10 Financial Statements Part II 8.


Acquisitions. December 31, 2023 health care regulatory approval closing conditions. capital $6 billion.


obligations requiring cash. evaluate opportunities expand operations development products acquisitions.


Critical accounting estimates management challenging complex judgments effects uncertain. judgments uncertainties sensitive different results assumptions conditions.


Medical costs payable estimates obligations services claims received processed. professional typical billing lag up to 90 days from. 90% claims settled within 90 days.


operating results include medical costs estimates. revised estimate less decrease costs (favorable. more (unfavorable. Medical costs 2023 2022 2021 included favorable development $840 million $410 million $1. 7 billion.


developing medical costs estimates methods month. recent two months estimate costs


medical cost trend average member prior months data near-term completion factors.


Completion Factors. actuarial estimate historical experience trends percentage incurred claims period adjudicated date estimation. factors significant medical costs payable estimates prior recent two months. include judgments claim submissions time levels processing cycles other factors. claims submission rates care activity claim processing patterns reserve estimates impacted.


table illustrates factors impact medical costs December 31, 2023 Completion Factors Medical Costs Payable millions. 75#880.####585.####292.(867


Medical Cost Per Member Month Trend Factors. costs estimates two months. developed claims provider contracting unit costs benefit design health care utilization indicators. pharmacy utilization inpatient hospital authorization seasonal incidence data National Centers for Disease Control. GDP growth employment disposable income. costs services benefits practices catastrophes epidemics pandemics.


table illustrates impact medical costs December 31, 2023 Medical Cost Quarterly Trend Increase Factors Medical Costs millions 3%,128(752),128


completion medical costs trend outcomes estimating liabilities benefit claims.


Management believes medical costs unpaid claims December 31, 2023 payments differ estimates. 1% difference estimates AARP Medicare Supplement Insurance rebates 2023 earnings $245 million.


medical cost Note 2 Financial Statements Part II Item 8.


evaluate goodwill impairment annually event circumstances carrying value. assess qualitative factors carrying value exceeds estimated fair value. impact macroeconomic industry market cost financial performance events uncertainties. If impairment likely perform additional quantitative analyses. skip qualitative proceed quantitative testing. quantitative analysis test fair values carrying values. If fair value less than impairment recognized difference carrying goodwill.


estimate values units discounted cash flow method assumptions factors. assumptions financial projections revenue medical costs productivity income taxes capital long-term growth rates discount rates. comparative market multiples.


Financial projections growth rates units consistent with internal business plan strategies. Discount rates determined unit implied risk. significant estimate adjustments peer company costs. adjustments discount rate below cost. Company-specific adjustments discount rates subjective difficult measure. time information could assumptions change. analyses assumptions discount rates cash flow projections impact. October 1, 2023 completed annual impairment tests units fair values excess carrying values.


legal proceedings Note 12 Financial Statements Part II 8.


Investments in securities accounts receivable credit risk. managed policy Board Directors. limits amounts. government securities state municipal corporate debt obligations. accounts receivable employer groups client base. December 31, 2023 no significant concentrations.


market risks interest rates income fixed-rate investments debt foreign currency exchange. Brazilian real Chilean peso.


December 31, 2023 $34 billion financial assets market impact investment income. $20 billion financial liabilities debt deposit market interest swap contracts.


value fixed-rate investments debt varies interest rates. December 31, 2023 $43 billion fixed-rate $44 billion non-swapped-rate. increase decreases. decrease increases.


interest sectors debt maturities matching floating-rate assets liabilities swap contracts. Unrealized gains losses debt securities reported income.