UNH 4. Fair Value

Level 2 — Other observable inputs, either directly or indirectly, including: •Quoted prices for similar assets/liabilities in active markets; •Quoted prices for identical or similar assets/liabilities in inactive markets (e.g., few transactions, limited information, noncurrent prices, high variability over time); •Inputs other than quoted prices observable for the asset/liability (e.g., interest rates, yield curves, implied volatilities, credit spreads); and •Inputs corroborated by other observable market data.


UNH 4. Fair Value

Level 3 — Unobservable inputs cannot be corroborated by observable market data.


UNH 4. Fair Value

There were no transfers in or out of Level 3 financial assets or liabilities during the years ended December 31, 2023 or 2022.


UNH 4. Fair Value

Nonfinancial assets and liabilities or financial assets and liabilities measured at fair value on a nonrecurring basis are subject to fair value adjustments only in certain circumstances, such as when the Company records an impairment. For the years ended December 31, 2023, 2022 and 2021, the Company recognized $276 million, $211 million and $840 million respectively, of unrealized gains in investment and other income related to fair value adjustments on equity securities primarily in the Company’s venture portfolio, based upon transactions of the same or similar security. There were no other significant fair value adjustments for these assets and liabilities recorded during the years ended December 31, 2023, 2022 or 2021.


UNH 4. Fair Value

The following methods and assumptions were used to estimate the fair value and determine the fair value hierarchy classification of each class of financial instrument included in the tables below:


UNH 4. Fair Value

Cash and Cash Equivalents. The carrying value of cash and cash equivalents approximates fair value as maturities are less than three months. Fair values of cash equivalent instruments which do not trade on a regular basis in active markets are classified as Level 2.


UNH 4. Fair Value

Debt and Equity Securities. Fair values of debt securities and equity securities reported at fair value on a recurring basis are based on quoted market prices, where available. The Company obtains one price for each security primarily from a third-party pricing service (pricing service), which generally uses quoted or other observable inputs for the determination of fair value. The pricing service normally derives the security prices through recently reported trades for identical or similar securities, and, if necessary, makes adjustments through the reporting date based upon available observable market information. For securities not actively traded, the pricing service may use quoted market prices of comparable instruments or discounted cash flow analyses, incorporating inputs currently observable in the markets for similar securities. Inputs often used in the valuation methodologies include, but are not limited to, benchmark yields, credit spreads, default rates, prepayment speeds and nonbinding broker quotes. As the Company is responsible for the determination of fair value, it performs quarterly analyses on the prices received from the pricing service to determine whether the prices are reasonable estimates of fair value. Specifically, the Company compares the prices received from the pricing service to prices reported by a secondary pricing source, such as its custodian, its investment consultant and third-party investment advisors. Additionally, the Company compares changes in the reported market values and returns to relevant market indices to test the reasonableness of the reported prices. The Company’s internal price verification procedures and reviews of fair value methodology documentation provided by independent pricing services have not historically resulted in adjustment to the prices obtained from the pricing service.


UNH 4. Fair Value

Fair values of debt securities which do not trade on a regular basis in active markets but are priced using other observable inputs are classified as Level 2.


UNH 4. Fair Value

Fair value estimates for Level 1 and Level 2 equity securities reported at fair value on a recurring basis are based on quoted market prices for actively traded equity securities and/or other market data for the same or comparable instruments and transactions in establishing the prices.


UNH 4. Fair Value

The fair values of Level 3 investments in corporate bonds, which are not a significant portion of our investments, are estimated using valuation techniques relying heavily on management assumptions and qualitative observations.


UNH 4. Fair Value

Throughout the procedures discussed above in relation to the Company’s processes for validating third-party pricing information, the Company validates the understanding of assumptions and inputs used in security pricing and determines the proper classification in the hierarchy based on such understanding.


UNH 4. Fair Value

Assets Under Management. Assets under management consists of debt securities and other investments held to fund costs associated with the AARP Program and are priced and classified using the same methodologies as the Company’s investments in debt and equity securities.


UNH 4. Fair Value

Long-Term Debt. The fair values of the Company’s long-term debt are estimated and classified using the same methodologies as the Company’s investments in debt securities.


UNH 4. Fair Value

The following table presents a summary of fair value measurements by level and carrying values for items measured at fair value on a recurring basis in the Consolidated Balance Sheets: (in millions)####Quoted Prices in Active Markets (Level 1)######Other Observable Inputs (Level 2)######Unobservable Inputs (Level 3)######Total Fair and Carrying Value## December 31, 2023######################## Cash and cash equivalents##$##25,345####$##82####$##—####$##25,427## Debt securities - available-for-sale:######################## U.S. government and agency obligations####4,167######276######—######4,443## State and municipal obligations####—######7,353######—######7,353## Corporate obligations####15######21,800######202######22,017## U.S. agency mortgage-backed securities####—######8,296######—######8,296## Non-U.S. agency mortgage-backed securities####—######2,786######—######2,786## Total debt securities - available-for-sale####4,182######40,511######202######44,895## Equity securities####2,468######16######69######2,553## Assets under management####1,505######2,140######110######3,755## Total assets at fair value##$##33,500####$##42,749####$##381####$##76,630## Percentage of total assets at fair value####44##%####55##%####1##%####100##% December 31, 2022######################## Cash and cash equivalents##$##23,202####$##163####$##—####$##23,365## Debt securities - available-for-sale:######################## U.S. government and agency obligations####3,505######304######—######3,809## State and municipal obligations####—######7,248######—######7,248## Corporate obligations####7######21,695######192######21,894## U.S. agency mortgage-backed securities####—######6,586######—######6,586## Non-U.S. agency mortgage-backed securities####—######2,784######—######2,784## Total debt securities - available-for-sale####3,512######38,617######192######42,321## Equity securities####2,043######35######70######2,148## Assets under management####1,788######2,203######96######4,087## Total assets at fair value##$##30,545####$##41,018####$##358####$##71,921## Percentage of total assets at fair value####42##%####57##%####1##%####100##%


UNH 4. Fair Value

The following table presents a summary of fair value measurements by level and carrying values for certain financial instruments not measured at fair value on a recurring basis in the Consolidated Balance Sheets: (in millions)####Quoted Prices in Active Markets (Level 1)####Other Observable Inputs (Level 2)####Unobservable Inputs (Level 3)####Total Fair Value####Total Carrying Value December 31, 2023#################### Debt securities - held-to-maturity##$##524##$##72##$##—##$##596##$##603 Long-term debt and other financing obligations##$##—##$##59,851##$##—##$##59,851##$##61,449 December 31, 2022#################### Debt securities - held-to-maturity##$##577##$##102##$##—##$##679##$##696 Long-term debt and other financing obligations##$##—##$##53,626##$##—##$##53,626##$##56,823


UNH 4. Fair Value

The carrying amounts reported on the Consolidated Balance Sheets for other current financial assets and liabilities approximate fair value because of their short-term nature. These assets and liabilities are not listed in the table above.


UNH 5. Property, Equipment and Capitalized Software

A summary of property, equipment and capitalized software is as follows: (in millions)####December 31, 2023####December 31, 2022 Land and improvements##$##712##$##697 Buildings and improvements####5,573####5,519 Computer equipment####2,007####2,093 Furniture and fixtures####2,375####2,113 Less accumulated depreciation####(4,210)####(4,499) Property and equipment, net####6,457####5,923 Capitalized software####7,822####6,636 Less accumulated amortization####(2,829)####(2,431) Capitalized software, net####4,993####4,205 Total property, equipment and capitalized software, net##$##11,450##$##10,128


Depreciation expense for property and equipment for the years ended December 31, 2023, 2022 and 2021 was $1.1 billion, $1.1 billion, and $1.0 billion, respectively. Amortization expense for capitalized software for the years ended December 31, 2023, 2022 and 2021 was $1.2 billion, $1.0 billion and $0.9 billion, respectively.


UNH 6. Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill, by reportable segment, were as follows: (in millions)####UnitedHealthcare####Optum Health####Optum Insight####Optum Rx####Consolidated Balance at January 1, 2022##$##27,389##$##24,224##$##8,619##$##15,563##$##75,795 Acquisitions####19####5,158####8,623####3,910####17,710 Foreign currency effects and other adjustments, net####(13)####(144)####2####2####(153) Balance at December 31, 2022####27,395####29,238####17,244####19,475####93,352 Acquisitions####296####8,023####1,802####—####10,121 Foreign currency effects and other adjustments, net####187####(182)####261####(7)####259 Balance at December 31, 2023##$##27,878##$##37,079##$##19,307##$##19,468##$##103,732


The gross carrying value, accumulated amortization and net carrying value of other intangible assets were as follows: ########December 31, 2023############December 31, 2022#### (in millions)####Gross Carrying Value####Accumulated Amortization####Net Carrying Value####Gross Carrying Value####Accumulated Amortization####Net Carrying Value Customer-related##$##16,636##$##(5,909)##$##10,727##$##16,303##$##(5,179)##$##11,124 Trademarks and technology####2,508####(958)####1,550####2,398####(704)####1,694 Operating licenses and certificates, trademarks and other indefinite-lived####2,116####—####2,116####661####—####661 Other####1,213####(412)####801####1,176####(254)####922 Total##$##22,473##$##(7,279)##$##15,194##$##20,538##$##(6,137)##$##14,401


The acquisition date fair values and weighted-average useful lives assigned to intangible assets acquired in business combinations consisted of the following by year of acquisition: ######2023########2022## (in millions, except years)####Fair Value####Weighted-Average Useful Life####Fair Value####Weighted-Average Useful Life Customer-related##$##477####12 years##$##3,927####15 years Trademarks and technology####226####5 years####1,058####6 years Other####44####9 years####776####13 years Total acquired finite-lived##$##747####9 years##$##5,761####13 years Total acquired indefinite-lived - operating licenses and certificates, trademarks and other####1,427########53#### Total acquired intangible assets##$##2,174######$##5,814####


Estimated full year amortization expense relating to intangible assets for each of the next five years ending December 31 is as follows: (in millions)#### 2024##$##1,609 2025####1,480 2026####1,328 2027####1,265 2028####1,187


Amortization expense relating to intangible assets for the years ended December 31, 2023, 2022 and 2021 was $1.6 billion, $1.3 billion and $1.2 billion, respectively.


UNH 7. Medical Costs Payable

The following table shows the components of the change in medical costs payable for the years ended December 31: (in millions)####2023####2022####2021 Medical costs payable, beginning of period##$##29,056##$##24,483##$##21,872 Acquisitions####1####308####88 Reported medical costs:############ Current year####242,734####211,252####188,631 Prior years####(840)####(410)####(1,720) Total reported medical costs####241,894####210,842####186,911 Medical payments:############ Payments for current year####(211,380)####(184,049)####(165,524) Payments for prior years####(27,176)####(22,528)####(18,864) Total medical payments####(238,556)####(206,577)####(184,388) Medical costs payable, end of period##$##32,395##$##29,056##$##24,483


UNH 7. Medical Costs Payable

For the years ended December 31, 2023 and 2022 , prior years’ medical cost reserve development included no individual factors that were significant. For the year ended December 31, 2021, prior years’ medical cost reserve development was primarily driven by lower than expected care activity and care patterns disrupted by COVID-19.


UNH 7. Medical Costs Payable

Medical costs payable included IBNR of $22.3 billion and $20.0 billion at December 31, 2023 and 2022, respectively. Substantially all of the IBNR balance as of December 31, 2023 relates to the current year.


UNH 7. Medical Costs Payable

The following is information about incurred and paid medical cost development as of December 31, 2023: ######Net Incurred Medical Costs#### (in millions)######For the Years Ended December 31,#### Year####2022######2023 2022##$##211,252####$##210,476 2023##########242,734 Total########$##453,210 ######Net Cumulative Medical Payments#### (in millions)######For the Years Ended December 31,#### Year####2022######2023 2022##$##(184,049)####$##(209,564) 2023##########(211,380) Total##########(420,944) Net remaining outstanding liabilities prior to 2022##########129 Total medical costs payable########$##32,395


UNH 8. Short-Term Borrowings and Long-Term Debt

Short-term borrowings and senior unsecured long-term debt consisted of the following: ######Carrying Value as of December 31,#### (in millions, except percentages)####2023######2022 Commercial paper##$##1,088####$##800 $625 million 2.750% notes due February 2023####—######622 $750 million 2.875% notes due March 2023####—######746 $750 million 3.500% notes due June 2023####—######750 $750 million 3.500% notes due February 2024####750######749 $1,000 million 0.550% notes due May 2024####999######998 $750 million 2.375% notes due August 2024####750######749 $500 million 5.000% notes due October 2024####499######499 $2,000 million 3.750% notes due July 2025####1,997######1,995 $750 million 5.150% notes due October 2025####748######747 $300 million 3.700% notes due December 2025####299######299 $500 million 1.250% notes due January 2026####498######498 $1,000 million 3.100% notes due March 2026####998######998 $1,000 million 1.150% notes due May 2026####924######893 $750 million 3.450% notes due January 2027####748######748 $625 million 3.375% notes due April 2027####622######622 $600 million 3.700% notes due May 2027####598######597 $950 million 2.950% notes due October 2027####944######943 $1,000 million 5.250% notes due February 2028####1,011######1,008 $1,150 million 3.850% notes due June 2028####1,146######1,145 $850 million 3.875% notes due December 2028####846######845 $1,250 million 4.250% notes due January 2029####1,238######— $900 million 4.000% notes due May 2029####862######849 $1,000 million 2.875% notes due August 2029####908######886 $1,250 million 5.300% notes due February 2030####1,275######1,269 $1,250 million 2.000% notes due May 2030####1,238######1,237 $1,500 million 2.300% notes due May 2031####1,290######1,256 $1,500 million 4.200% notes due May 2032####1,412######1,393 $2,000 million 5.350% notes due February 2033####2,046######2,037 $1,500 million 4.500% notes due April 2033####1,463######— $1,000 million 4.625% notes due July 2035####1,014######993 $850 million 5.800% notes due March 2036####838######840 $500 million 6.500% notes due June 2037####491######493 $650 million 6.625% notes due November 2037####640######642 $1,100 million 6.875% notes due February 2038####1,078######1,079 $1,250 million 3.500% notes due August 2039####1,242######1,242 $1,000 million 2.750% notes due May 2040####968######967 $300 million 5.700% notes due October 2040####296######296 $350 million 5.950% notes due February 2041####346######346 $1,500 million 3.050% notes due May 2041####1,484######1,483 $600 million 4.625% notes due November 2041####590######590 $502 million 4.375% notes due March 2042####486######486 ######Carrying Value as of December 31,#### (in millions, except percentages)####2023######2022 $625 million 3.950% notes due October 2042####609######609 $750 million 4.250% notes due March 2043####736######736 $2,000 million 4.750% notes due July 2045####1,975######1,975 $750 million 4.200% notes due January 2047####739######739 $725 million 4.250% notes due April 2047####718######718 $950 million 3.750% notes due October 2047####935######935 $1,350 million 4.250% notes due June 2048####1,331######1,331 $1,100 million 4.450% notes due December 2048####1,087######1,087 $1,250 million 3.700% notes due August 2049####1,236######1,236 $1,250 million 2.900% notes due May 2050####1,211######1,210 $2,000 million 3.250% notes due May 2051####1,972######1,971 $2,000 million 4.750% notes due May 2052####1,966######1,965 $2,000 million 5.875% notes due February 2053####1,968######1,968 $2,000 million 5.050% notes due April 2053####1,969######— $1,250 million 3.875% notes due August 2059####1,229######1,228 $1,000 million 3.125% notes due May 2060####966######966 $1,000 million 4.950% notes due May 2062####981######981 $1,500 million 6.050% notes due February 2063####1,466######1,466 $1,750 million 5.200% notes due April 2063####1,709######— Total short-term borrowings and long-term debt##$##61,473####$##56,756


The Company’s long-term debt obligations also included $1.1 billion and $0.9 billion of other financing obligations, of which $188 million and $192 million were current as of December 31, 2023 and 2022, respectively.


Maturities of short-term borrowings and long-term debt for the years ending December 31 are as follows: (in millions)#### 2024##$##4,276 2025####3,224 2026####2,674 2027####3,099 2028####3,174 Thereafter####47,176


UNH Short-Term Borrowings

Commercial paper consists of short-duration, senior unsecured debt privately placed on a discount basis through broker-dealers. As of December 31, 2023, the Company’s outstanding commercial paper had a weighted-average annual interest rate of 5.4%.


UNH Short-Term Borrowings

The Company has $6.0 billion five-year, $6.0 billion three-year and $6.0 billion 364-day revolving bank credit facilities with 25 banks, which mature in December 2028, December 2026 and December 2024, respectively. These facilities provide full liquidity support for the Company’s commercial paper program and are available for general corporate purposes. As of December 31, 2023, no amounts had been drawn on any of the bank credit facilities. The annual interest rates, which are variable based on term, are calculated based on one-month term Secured Overnight Financing Rate (SOFR) plus a SOFR Adjustment of 10 basis points plus a credit spread based on the Company’s senior unsecured credit ratings. If amounts had been drawn on the bank credit facilities as of December 31, 2023, annual interest rates would have ranged from 5.8% to 8.5%.


UNH Debt Covenants

The Company’s bank credit facilities contain various covenants, including requiring the Company to maintain a debt to debt-plus-shareholders’ equity ratio of not more than 60%. The Company was in compliance with its debt covenants as of December 31, 2023.


UNH 9. Income Taxes

The current income tax provision reflects the tax consequences of revenues and expenses currently taxable or deductible on various income tax returns for the year reported. The deferred income tax provision or benefit generally reflects the net change in deferred income tax assets and liabilities during the year, excluding any deferred income tax assets and liabilities of acquired businesses.


UNH 9. Income Taxes

The components of the provision for income taxes for the years ended December 31 are as follows: (in millions)####2023####2022####2021 Current Provision:############ Federal##$##4,418##$##4,842##$##3,451 State and local####716####855####481 Foreign####1,079####680####516 Total current provision####6,213####6,377####4,448 Deferred (benefit) provision####(245)####(673)####130 Total provision for income taxes##$##5,968##$##5,704##$##4,578


UNH 9. Income Taxes

The reconciliation of the tax provision at the U.S. federal statutory rate to the provision for income taxes and the effective tax rate for the years ended December 31 is as follows: (in millions, except percentages)######2023##########2022##########2021#### Tax provision at the U.S. federal statutory rate##$##6,114####21.0##%##$##5,532####21.0##%##$##4,685####21.0##% State income taxes, net of federal benefit####567####2.0######621####2.4######419####1.9## Share-based awards - excess tax benefit####(75)####(0.3)######(110)####(0.4)######(100)####(0.4)## Non-deductible compensation####174####0.6######150####0.6######144####0.6## Foreign rate differential####(442)####(1.5)######(265)####(1.0)######(246)####(1.1)## Other, net####(370)####(1.3)######(224)####(0.9)######(324)####(1.5)## Provision for income taxes##$##5,968####20.5##%##$##5,704####21.7##%##$##4,578####20.5##%


UNH 9. Income Taxes

Deferred income tax assets and liabilities are recognized for the differences between the financial and income tax reporting bases of assets and liabilities based on enacted tax rates and laws. The components of deferred income tax assets and liabilities as of December 31 are as follows: (in millions)####2023####2022 Deferred income tax assets:######## Accrued expenses and allowances##$##754##$##707 U.S. federal and state net operating loss carryforwards####417####540 Share-based compensation####173####154 Nondeductible liabilities####329####341 Non-U.S. tax loss carryforwards####1,061####631 Lease liability####930####972 Net unrealized losses on investments####586####829 Other-domestic####327####291 Other-non-U.S.####484####423 Subtotal####5,061####4,888 Less: valuation allowances####(366)####(291) Total deferred income tax assets####4,695####4,597 Deferred income tax liabilities:######## U.S. federal and state intangible assets####(3,712)####(3,520) Non-U.S. goodwill and intangible assets####(731)####(550) Capitalized software####(415)####(548) Depreciation and amortization####(371)####(520) Prepaid expenses####(326)####(275) Outside basis in partnerships####(811)####(653) Lease right-of-use asset####(914)####(958) Other-non-U.S.####(436)####(342) Total deferred income tax liabilities####(7,716)####(7,366) Net deferred income tax liabilities##$##(3,021)##$##(2,769)


UNH 9. Income Taxes

Valuation allowances are provided when it is considered more likely than not deferred tax assets will not be realized. The valuation allowances primarily relate to future tax benefits on certain federal, state and non-U.S. net operating loss carryforwards. Gross federal net operating loss carryforwards of $125 million expire beginning in 2026 through 2042 and $360 million have an indefinite carryforward period; state net operating loss carryforwards expire beginning in 2024 through 2043, with some having an indefinite carryforward period. Substantially all of the non-U.S. tax loss carryforwards have indefinite carryforward periods. Additionally, as of December 31, 2023, the Company has historical non-U.S. net operating loss carryforwards for which a deferred tax asset and valuation allowance of $4.5 billion are not established because realization of the loss carryforwards is remote.


UNH 9. Income Taxes

As of December 31, 2023, the Company’s undistributed earnings from non-U.S. subsidiaries are intended to be indefinitely reinvested in non-U.S. operations, and therefore no U.S. deferred taxes have been recorded. Taxes payable on the remittance of such earnings would be minimal.


UNH 9. Income Taxes

A reconciliation of the beginning and ending amount of unrecognized tax benefits as of December 31 is as follows: (in millions)####2023####2022####2021 Gross unrecognized tax benefits, beginning of period##$##3,081##$##2,310##$##1,829 Gross increases:############ Current year tax positions####782####586####538 Prior year tax positions####97####206####10 Gross decreases:############ Prior year tax positions####(212)####(21)####(47) Statute of limitations lapses and settlements####(32)####—####(20) Gross unrecognized tax benefits, end of period##$##3,716##$##3,081##$##2,310


UNH 9. Income Taxes

The Company believes it is reasonably possible its liability for unrecognized tax benefits will decrease in the next twelve months by $145 million as a result of audit settlements and the expiration of statutes of limitations.


UNH 9. Income Taxes

The Company classifies net interest and penalties associated with uncertain income tax positions as income taxes within its Consolidated Statements of Operations. During the years ended December 31, 2023, 2022 and 2021, the Company recognized $177 million, $64 million and $66 million of net interest and penalties, respectively. The Company had $430 million and $253 million of accrued interest and penalties for uncertain tax positions as of December 31, 2023 and 2022, respectively. These amounts are not included in the reconciliation above. As of December 31, 2023, there were $2.0 billion of unrecognized tax benefits which, if recognized, would affect the effective tax rate.


UNH 9. Income Taxes

The Company currently files income tax returns in the United States, various states and localities and non-U.S. jurisdictions. The U.S. Internal Revenue Service (IRS) has completed exams on the consolidated income tax returns for fiscal years 2016 and prior. The Company’s 2017 through 2020 tax years are under review by the IRS under its Compliance Assurance Program. The Company is no longer subject to state income tax examinations prior to the 2014 tax year. In general, the Company is subject to examination in non-U.S. jurisdictions for years 2015 and forward.


UNH Regulatory Capital and Dividend Restrictions

The Company’s regulated insurance and HMO subsidiaries are subject to regulations and standards in their respective jurisdictions. These standards, among other things, require these subsidiaries to maintain specified levels of statutory capital, as defined by each jurisdiction, and restrict the timing and amount of dividends and other distributions which may be paid to their parent companies. In the United States, most of these state regulations and standards are generally consistent with model regulations established by the NAIC. These standards generally permit dividends to be paid from statutory unassigned surplus of the regulated subsidiary and are limited based on the regulated subsidiary’s level of statutory net income and statutory capital and surplus. These dividends are referred to as “ordinary dividends” and generally may be paid without prior regulatory approval. If the dividend, together with other dividends paid within the preceding twelve months, exceeds a specified statutory limit or is paid from sources other than earned surplus, it is generally considered an “extraordinary dividend” and must receive prior regulatory approval.


For the year ended December 31, 2023, the Company’s domestic insurance and HMO subsidiaries paid their parent companies dividends of $8.0 billion, including $4.9 billion of extraordinary dividends. For the year ended December 31, 2022, the Company’s domestic insurance and HMO subsidiaries paid their parent companies dividends of $8.8 billion, including $7.4 billion of extraordinary dividends.


The Company's global financially regulated subsidiaries had estimated aggregate statutory capital and surplus of $38.5 billion as of December 31, 2023. The estimated statutory capital and surplus necessary to satisfy regulatory requirements of the Company's global financially regulated subsidiaries was approximately $18.3 billion as of December 31, 2023.


Optum Bank must meet minimum capital requirements of the FDIC under the capital adequacy rules to which it is subject. At December 31, 2023, the Company believes Optum Bank met the FDIC requirements to be considered “Well Capitalized.”


UNH Share Repurchase Program

Under its Board of Directors’ authorization, the Company maintains a share repurchase program. The objectives of the share repurchase program are to optimize the Company’s capital structure and cost of capital, thereby improving returns to shareholders, as well as to offset the dilutive impact of share-based awards. Repurchases may be made from time to time in open market purchases or other types of transactions (including prepaid or structured share repurchase programs), subject to certain restrictions. In June 2018, the Board of Directors renewed the Company’s share repurchase program with an authorization to repurchase up to 100 million shares of its common stock. The Board of Directors from time to time may further amend the share repurchase program in order to increase the authorized number of shares which may be repurchased under the program.


UNH Share Repurchase Program

A summary of common share repurchases for the years ended December 31, 2023 and 2022 is as follows: ######Years Ended December 31,#### (in millions, except per share data)####2023######2022 Common share repurchases, shares####16######14 Common share repurchases, average price per share##$##493.79####$##501.67 Common share repurchases, aggregate cost##$##8,000####$##7,000 Board authorized shares remaining####15######31


UNH Dividends

In June 2023, the Company’s Board of Directors increased the Company’s quarterly cash dividend to shareholders to an annual rate of $7.52 compared to $6.60 per share, which the Company had paid since June 2022. Declaration and payment of future quarterly dividends is at the discretion of the Board and may be adjusted as business needs or market conditions change.


UNH Dividends

The following table provides details of the Company’s 2023 dividend payments: Payment Date####Amount per Share####Total Amount Paid ########(in millions) March 21##$##1.65##$##1,537 June 27####1.88####1,747 September 19####1.88####1,739 December 12####1.88####1,738


UNH 11. Share-Based Compensation

The Company’s outstanding share-based awards consist mainly of non-qualified stock options and restricted shares. As of December 31, 2023, the Company had 53 million shares available for future grants of share-based awards under the 2020 Stock Incentive Plan. As of December 31, 2023, there were 17 million shares of common stock available for issuance under the ESPP.


UNH Stock Options

Stock option activity for the year ended December 31, 2023 is summarized in the table below: ##Shares####Weighted- Average Exercise Price##Weighted- Average Remaining Contractual Life####Aggregate Intrinsic Value ##(in millions)######(in years)####(in millions) Outstanding at beginning of period##23##$##281###### Granted##3####492###### Exercised##(4)####231###### Forfeited##(1)####443###### Outstanding at end of period##21####320##5.5##$##4,451 Exercisable at end of period##13####248##4.2####3,595 Vested and expected to vest, end of period##21####318##5.5####4,430


UNH Restricted Shares

Restricted share activity for the year ended December 31, 2023 is summarized in the table below: (shares in millions)##Shares####Weighted-Average Grant Date Fair Value per Share Nonvested at beginning of period##4##$##401 Granted##2####493 Vested##(2)####393 Nonvested at end of period##4####449


UNH Other Share-Based Compensation Data

(in millions, except per share amounts)########For the Years Ended December 31,#### ####2023####2022####2021 Stock Options############ Weighted-average grant date fair value of shares granted, per share##$##134##$##116##$##71 Total intrinsic value of stock options exercised####1,325####1,419####1,519 Restricted Shares############ Weighted-average grant date fair value of shares granted, per share####493####483####352 Total fair value of restricted shares vested##$##803##$##760##$##560 Employee Stock Purchase Plan############ Number of shares purchased####1####1####1 Share-Based Compensation Items############ Share-based compensation expense, before tax##$##1,059##$##925##$##800 Share-based compensation expense, net of tax effects####937####836####719 Income tax benefit realized from share-based award exercises####231####207####173 (in millions, except years)####December 31, 2023 Unrecognized compensation expense related to share awards##$##1,134 Weighted-average years to recognize compensation expense####1.3


UNH Share-Based Compensation Recognition and Estimates

The principal assumptions the Company used in calculating grant-date fair value for stock options were as follows: ####For the Years Ended December 31,## ##2023##2022##2021 Risk-free interest rate##3.8% - 4.6%##1.9% - 4.3%##0.7% - 1.2% Expected volatility##29.7% - 30.6%##30.6% - 30.8%##29.2% - 29.8% Expected dividend yield##1.3% - 1.5%##1.2%##1.3% - 1.5% Forfeiture rate##5.0%##5.0%##5.0% Expected life in years##4.6##4.7##4.8


Risk-free interest rates are based on U.S. Treasury yields in effect at the time of grant. Expected volatilities are based on the historical volatility of the Company’s common stock and the implied volatility from exchange-traded options on the Company’s common stock. Expected dividend yields are based on the per share cash dividend paid by the Company. The Company uses historical data to estimate option exercises and forfeitures within the valuation model. The expected lives of options granted represent the periods of time the awards granted are expected to be outstanding based on historical exercise patterns.


UNH Other Employee Benefit Plans

The Company offers a 401(k) plan for its employees. Compensation expense related to this plan was not material for the years ended December 31, 2023, 2022 and 2021.


UNH Other Employee Benefit Plans

In addition, the Company maintains non-qualified, deferred compensation plans, which allow certain members of senior management and executives to defer portions of their salary or bonus. The deferrals are recorded within long-term investments


UNH Other Employee Benefit Plans

with an approximately equal amount in other liabilities in the Consolidated Balance Sheets. The total deferrals are distributable based upon termination of employment or other periods, as elected under each plan and were $1.9 billion and $1.6 billion as of December 31, 2023 and 2022, respectively.


UNH Leases

Operating lease costs, including immaterial variable and short-term lease costs, were $1.4 billion, $1.3 billion and $1.2 billion for the years ended December 31, 2023, 2022 and 2021, respectively. Cash payments made on the Company’s operating lease liabilities were $1.1 billion, $1.0 billion and $0.9 billion for the years ended December 31, 2023, 2022 and 2021, respectively, which were classified within operating activities in the Consolidated Statements of Cash Flows. As of December 31, 2023, the Company’s weighted-average remaining lease term and weighted-average discount rate for its operating leases were 8.7 years and 4.0%, respectively.


UNH Leases

As of December 31, 2023, future minimum annual lease payments under all non-cancelable operating leases were as follows: (in millions)####Future Minimum Lease Payments 2024##$##1,038 2025####906 2026####728 2027####607 2028####486 Thereafter####2,210 Total future minimum lease payments####5,975 Less imputed interest####(1,077) Total##$##4,898


UNH Other Commitments

The Company provides guarantees related to its service level under certain contracts. If minimum standards are not met, the Company may be financially at risk up to a stated percentage of the contracted fee or a stated dollar amount. None of the amounts accrued, paid or charged to income for service level guarantees were material as of December 31, 2023, 2022 or 2021.


UNH Pending Acquisitions

As of December 31, 2023, the Company has entered into agreements to acquire companies in the health care sector, subject to regulatory approval and other customary closing conditions. The total anticipated capital required for these acquisitions, excluding the payoff of acquired indebtedness, is approximately $6 billion.


UNH Pending Disposition

On December 22, 2023, the Company entered into an agreement to sell its operations in Brazil to a private investor, subject to regulatory approval and other closing conditions. The Company completed the disposition on February 6, 2024, and will record a loss of approximately $7 billion in the quarter ending March 31, 2024, the majority of which was due to foreign currency translation losses in accumulated other comprehensive income.


UNH Legal Matters

The Company is frequently made party to a variety of legal actions and regulatory inquiries, including class actions and suits brought by members, care providers, consumer advocacy organizations, customers and regulators, relating to the Company’s businesses, including management and administration of health benefit plans and other services. These matters include medical malpractice, employment, intellectual property, antitrust, privacy and contract claims and claims related to health care benefits coverage and other business practices.


UNH Legal Matters

The Company records liabilities for its estimates of probable costs resulting from these matters where appropriate. Estimates of costs resulting from legal and regulatory matters involving the Company are inherently difficult to predict, particularly where the matters: involve indeterminate claims for monetary damages or may involve fines, penalties or punitive damages; present novel legal theories or represent a shift in regulatory policy; involve a large number of claimants or regulatory bodies; are in the early stages of the proceedings; or could result in a change in business practices. Accordingly, the Company is often unable to estimate the losses or ranges of losses for those matters where there is a reasonable possibility or it is probable a loss may be incurred.


UNH Government Investigations, Audits and Reviews

The Company has been involved or is currently involved in various governmental investigations, audits and reviews. These include routine, regular and special investigations, audits and reviews by CMS, state insurance and health and welfare departments, state attorneys general, the Office of the Inspector General, the Office of Personnel Management, the Office of Civil Rights, the Government Accountability Office, the Federal Trade Commission, U.S. Congressional committees, the U.S. Department of Justice (DOJ), the SEC, the IRS, the U.S. Drug Enforcement Administration, the U.S. Department of Labor, the FDIC, the Consumer Financial Protection Bureau, the Defense Contract Audit Agency and other governmental authorities. Similarly, the Company’s international businesses are also subject to investigations, audits and reviews by applicable foreign governments, including South American and other non-U.S. governmental authorities. Certain of the Company’s businesses have been reviewed or are currently under review, including for, among other matters, compliance with coding and other requirements under the Medicare risk-adjustment model. CMS has selected certain of the Company’s local plans for risk adjustment data validation (RADV) audits to validate the coding practices of and supporting documentation maintained by health care providers and such audits may result in retrospective adjustments to payments made to the Company’s health plans.


On February 14, 2017, the DOJ announced its decision to pursue certain claims within a lawsuit initially asserted against the Company and filed under seal by a whistleblower in 2011. The whistleblower’s complaint, which was unsealed on February 15, 2017, alleges the Company made improper risk adjustment submissions and violated the False Claims Act. On February 12, 2018, the court granted in part and denied in part the Company’s motion to dismiss. In May 2018, the DOJ moved to dismiss the Company’s counterclaims, which were filed in March 2018, and moved for partial summary judgment. In March 2019, the court denied the government’s motion for partial summary judgment and dismissed the Company’s counterclaims without prejudice. The Company cannot reasonably estimate the outcome which may result from this matter given its procedural status.


UNH 13. Business Combinations

During the year ended December 31, 2023, the Company completed several business combinations for total consideration of $10.2 billion.


UNH 13. Business Combinations

Acquired assets (liabilities) at acquisition date were: (in millions)#### Cash and cash equivalents##$##134 Accounts receivable and other current assets####660 Property, equipment and other long-term assets####634 Other intangible assets####2,174 Total identifiable assets acquired####3,602 Medical costs payable####(1) Accounts payable and other current liabilities####(667) Other long-term liabilities####(768) Total identifiable liabilities acquired####(1,436) Total net identifiable assets####2,166 Goodwill####10,121 Redeemable noncontrolling interests####(122) Nonredeemable noncontrolling interests####(1,925) Net assets acquired##$##10,240


UNH 13. Business Combinations

The majority of goodwill is not deductible for income tax purposes. The preliminary purchase price allocations for the various business combinations are subject to adjustment as valuation analyses, primarily related to intangible assets and contingent liabilities, are finalized.


UNH 13. Business Combinations

The results of operations and financial condition of acquired entities have been included in the Company’s consolidated results and the results of the corresponding operating segment as of the date of acquisition. For the year ended December 31, 2023, the acquired entities’ impact on revenues and net earnings was not material.


UNH 13. Business Combinations

Unaudited pro forma revenues and net earnings for the years ended December 31, 2023 and 2022, as if the business combinations had occurred on January 1, 2022, were immaterial for both periods.


UNH 14. Segment Financial Information

Factors used to determine the Company’s reportable segments include the nature of operating activities, economic characteristics, existence of separate senior management teams and the type of information used by the Company’s chief operating decision maker to evaluate its results of operations. Reportable segments with similar economic characteristics, products and services, customers, distribution methods and operational processes which operate in a similar regulatory environment are combined.


UNH 14. Segment Financial Information

The following is a description of the types of products and services from which each of the Company’s four reportable segments derives its revenues: •UnitedHealthcare includes the combined results of operations of UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement and UnitedHealthcare Community & State. The U.S. businesses share significant common assets, including a contracted network of physicians, health care professionals, hospitals and other facilities, information technology and consumer engagement infrastructure and other resources. Domestically, UnitedHealthcare Employer & Individual offers an array of consumer-oriented health benefit plans and services for employers and individuals. Globally, UnitedHealthcare Employer & Individual provides health and dental benefits and hospital and clinical services to employers and individuals in South America and other diversified global businesses. UnitedHealthcare Medicare & Retirement provides health care coverage and health and well-being services to individuals age 50 and older, addressing their unique needs. UnitedHealthcare Community & State provides diversified health care benefits products and services to state programs caring for the economically disadvantaged, the medically underserved and those without the benefit of employer-funded health care coverage. •Optum Health focuses on care delivery, including value-based care; care management; wellness and consumer engagement and health financial services. Optum Health is building a comprehensive, connected health care delivery and engagement platform by directly providing high-quality care, helping people manage chronic and complex health needs, and proactively engaging consumers in managing their health through in-person, in-home, virtual and digital clinical platforms. •Optum Insight brings together advanced analytics, technology and health care expertise to deliver integrated services and solutions. Hospital systems, physicians, health plans, governments, life sciences companies and other organizations depend on Optum Insight to help them improve performance, achieve efficiency, reduce costs, meet compliance mandates and modernize their core operating systems to meet the changing needs of the health system. •Optum Rx offers pharmacy care services and programs, including retail network contracting, home delivery, specialty and community health pharmacy services, infusion, purchasing and clinical capabilities, and develops programs in areas such as step therapy, formulary management, drug adherence and disease and drug therapy management. Optum Rx integrates pharmacy and medical care and is positioned to serve patients with complex clinical needs and consumers looking for a better digital pharmacy experience with transparent pricing.


UNH 14. Segment Financial Information

The Company’s accounting policies for reportable segment operations are consistent with those described in the Summary of Significant Accounting Policies (see Note 2). Transactions between reportable segments principally consist of sales of pharmacy care products and services to UnitedHealthcare customers by Optum Rx; care delivery, care management services and certain product offerings sold to UnitedHealthcare by Optum Health; and health information and technology solutions, consulting and other services sold to UnitedHealthcare by Optum Insight. These transactions are recorded at management’s estimate of fair value. Transactions with affiliated customers are eliminated in consolidation. Assets and liabilities jointly used are assigned to each reportable segment using estimates of pro-rata usage. Cash and investments are assigned so each reportable segment has working capital and/or at least minimum specified levels of regulatory capital.


UNH 14. Segment Financial Information

As a percentage of the Company’s total consolidated revenues, premium revenues from CMS were 40%, 38% and 36% for the years ended December 31, 2023, 2022 and 2021, respectively, most of which were generated by UnitedHealthcare Medicare & Retirement and included in the UnitedHealthcare segment. U.S. customer revenue represented approximately 97% of consolidated total revenues for 2023, 2022 and 2021. Long-lived fixed assets located in the United States represented approximately 82% and 81% of the total long-lived fixed assets as of December 31, 2023 and 2022, respectively. The non-U.S. revenues and fixed assets are primarily related to UnitedHealthcare Employer & Individual’s international businesses.


UNH 14. Segment Financial Information

The following table presents the reportable segment financial information: ################Optum################ (in millions)####UnitedHealthcare####Optum Health####Optum Insight####Optum Rx####Optum Eliminations####Optum####Corporate and Eliminations####Consolidated 2023################################ Revenues - unaffiliated customers:################################ Premiums##$##269,052##$##21,775##$##—##$##—##$##—##$##21,775##$##—##$##290,827 Products####—####207####162####42,214####—####42,583####—####42,583 Services####10,057####14,109####7,760####2,197####—####24,066####—####34,123 Total revenues - unaffiliated customers####279,109####36,091####7,922####44,411####—####88,424####—####367,533 Total revenues - affiliated customers####—####57,696####10,896####71,484####(3,703)####136,373####(136,373)####— Investment and other income####2,251####1,532####114####192####—####1,838####—####4,089 Total revenues##$##281,360##$##95,319##$##18,932##$##116,087##$##(3,703)##$##226,635##$##(136,373)##$##371,622 Earnings from operations##$##16,415##$##6,560##$##4,268##$##5,115##$##—##$##15,943##$##—##$##32,358 Interest expense####—####—####—####—####—####—####(3,246)####(3,246) Earnings before income taxes##$##16,415##$##6,560##$##4,268##$##5,115##$##—##$##15,943##$##(3,246)##$##29,112 Total assets##$##110,943##$##89,432##$##34,173##$##51,266##$##—##$##174,871##$##(12,094)##$##273,720 Purchases of property, equipment and capitalized software####866####1,199####974####347####—####2,520####—####3,386 Depreciation and amortization####989####1,058####1,229####696####—####2,983####—####3,972 2022################################ Revenues - unaffiliated customers:################################ Premiums##$##238,783##$##18,374##$##—##$##—##$##—##$##18,374##$##—##$##257,157 Products####—####72####180####37,172####—####37,424####—####37,424 Services####10,035####10,917####4,996####1,603####—####17,516####—####27,551 Total revenues - unaffiliated customers####248,818####29,363####5,176####38,775####—####73,314####—####322,132 Total revenues - affiliated customers####—####40,883####9,288####60,936####(2,760)####108,347####(108,347)####— Investment and other income####923####928####117####62####—####1,107####—####2,030 Total revenues##$##249,741##$##71,174##$##14,581##$##99,773##$##(2,760)##$##182,768##$##(108,347)##$##324,162 Earnings from operations##$##14,379##$##6,032##$##3,588##$##4,436##$##—##$##14,056##$##—##$##28,435 Interest expense####—####—####—####—####—####—####(2,092)####(2,092) Earnings before income taxes##$##14,379##$##6,032##$##3,588##$##4,436##$##—##$##14,056##$##(2,092)##$##26,343 Total assets##$##107,094##$##68,950##$##31,090##$##47,476##$##—##$##147,516##$##(8,905)##$##245,705 Purchases of property, equipment and capitalized software####799####997####698####308####—####2,003####—####2,802 Depreciation and amortization####973####943####841####643####—####2,427####—####3,400 2021################################ Revenues - unaffiliated customers:################################ Premiums##$##212,381##$##13,852##$##—##$##—##$##—##$##13,852##$##—##$##226,233 Products####—####32####159####34,246####—####34,437####—####34,437 Services####9,661####9,894####3,936####1,112####—####14,942####—####24,603 Total revenues - unaffiliated customers####222,042####23,778####4,095####35,358####—####63,231####—####285,273 Total revenues - affiliated customers####—####29,234####7,867####55,779####(2,013)####90,867####(90,867)####— Investment and other income####857####1,053####237####177####—####1,467####—####2,324 Total revenues##$##222,899##$##54,065##$##12,199##$##91,314##$##(2,013)##$##155,565##$##(90,867)##$##287,597 Earnings from operations##$##11,975##$##4,462##$##3,398##$##4,135##$##—##$##11,995##$##—##$##23,970 Interest expense####—####—####—####—####—####—####(1,660)####(1,660) Earnings before income taxes##$##11,975##$##4,462##$##3,398##$##4,135##$##—##$##11,995##$##(1,660)##$##22,310 Total assets##$##102,967##$##60,474##$##16,868##$##40,181##$##—##$##117,523##$##(8,284)##$##212,206 Purchases of property, equipment and capitalized software####795####791####567####301####—####1,659####—####2,454 Depreciation and amortization####1,004####818####684####597####—####2,099####—####3,103


UNH 14. Segment Financial Information

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


UNH 14. Segment Financial Information

None.


UNH EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act) designed to provide reasonable assurance the information required to be disclosed by us in reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms; and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.


In connection with the filing of this Annual Report on Form 10-K, management evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2023.


UNH CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2023 which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Report of Management on Internal Control Over Financial Reporting as of December 31, 2023


Management of UnitedHealth Group Incorporated and Subsidiaries (the Company) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control system is designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on our assessment and the COSO criteria, we believe that, as of December 31, 2023, the Company maintained effective internal control over financial reporting.


The Company’s independent registered public accounting firm has audited the Company’s internal control over financial reporting as of December 31, 2023, as stated in the Report of Independent Registered Public Accounting Firm, appearing under Item 9A.


UNH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of UnitedHealth Group Incorporated and Subsidiaries: Opinion on Internal Control over Financial Reporting


We have audited the internal control over financial reporting of UnitedHealth Group Incorporated and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.


We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 28, 2024, expressed an unqualified opinion on those financial statements.


UNH Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control Over Financial Reporting as of December 31, 2023. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


UNH Basis for Opinion

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.


UNH Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


UNH Trading Arrangements

During the quarter ended December 31, 2023, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or under any non-Rule 10b5-1 trading arrangement.


UNH DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.


UNH DIRECTORS OF THE REGISTRANT

The following sets forth certain information regarding our directors as of February 28, 2024, including their name and principal occupation or employment: Charles Baker##Michele Hooper President National Collegiate Athletic Association##Lead Independent Director UnitedHealth Group President and Chief Executive Officer The Directors’ Council Timothy Flynn##F. William McNabb III Retired Chair KPMG International##Former Chairman and Chief Executive Officer The Vanguard Group, Inc. Paul Garcia##Valerie Montgomery Rice, M.D. Retired Chair and Chief Executive Officer Global Payments Inc.##President and Chief Executive Officer Morehouse School of Medicine Kristen Gil##John Noseworthy, M.D. Former Vice President and Business Finance Officer Alphabet Inc.##Former Chief Executive Officer and President Mayo Clinic Stephen Hemsley##Andrew Witty Chair UnitedHealth Group##Chief Executive Officer UnitedHealth Group


UNH DIRECTORS OF THE REGISTRANT

Pursuant to General Instruction G(3) to Form 10-K and the Instruction to Item 401 of Regulation S-K, information regarding our executive officers is provided in Part I, Item 1 under the caption “Information About our Executive Officers.”


UNH DIRECTORS OF THE REGISTRANT

We have adopted a code of ethics applicable to our principal executive officer and other senior financial officers, who include our principal financial officer, principal accounting officer, controller and persons performing similar functions. The code of ethics, entitled Code of Conduct: Our Principles of Ethics and Integrity, is posted on our website at www.unitedhealthgroup.com. For information about how to obtain the Code of Conduct, see Part I, Item 1, “Business.” We intend to satisfy the SEC’s disclosure requirements regarding amendments to, or waivers of, the code of ethics for our senior financial officers by posting such information on our website indicated above.


UNH DIRECTORS OF THE REGISTRANT

The remaining information required by Items 401, 405, 406 and 407(c)(3), (d)(4) and (d)(5) of Regulation S-K will be included under the headings “Corporate Governance” and “Proposal 1-Election of Directors” in our definitive proxy statement for our 2024 Annual Meeting of Shareholders, and such required information is incorporated herein by reference.


UNH EXECUTIVE COMPENSATION

The information required by Items 402 and 407(e)(4) and (e)(5) of Regulation S-K will be included under the headings “Executive Compensation,” “Director Compensation,” “Corporate Governance - Risk Oversight” and “Compensation Committee Interlocks and Insider Participation” in our definitive proxy statement for our 2024 Annual Meeting of Shareholders, and such required information is incorporated herein by reference.


UNH EXECUTIVE COMPENSATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


UNH Equity Compensation Plan Information

The following table sets forth certain information as of December 31, 2023, concerning shares of common stock authorized for issuance under all of our equity compensation plans: Plan category##(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights####(b) Weighted-average exercise price of outstanding options, warrants and rights##(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))## ##(in millions)######(in millions)## Equity compensation plans approved by shareholders (1)##21##$##320##70##(3) Equity compensation plans not approved by shareholders (2)##—######—## Total (2)##21##$##320##70##


(1)Consists of the UnitedHealth Group Incorporated 2020 Stock Incentive Plan (the “2020 Stock Incentive Plan”), as amended, and the UnitedHealth Group 1993 Employee Stock Purchase Plan, as amended (the “ESPP”).


(2)Excludes 191,000 shares underlying stock options assumed by us in connection with acquisitions. These options have a weighted-average exercise price of $356 and an average remaining term of approximately 3 years. These options are administered pursuant to the terms of the plans under which the options originally were granted. No future awards will be granted under these acquired plans.


(3)Includes 17 million shares of common stock available for future issuance under the ESPP as of December 31, 2023, and 53 million shares available under the 2020 Stock Incentive Plan as of December 31, 2023. Shares available under the 2020 Stock Incentive Plan may become the subject of future awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based awards.


The information required by Item 403 of Regulation S-K will be included under the heading “Security Ownership of Certain Beneficial Owners and Management” in our definitive proxy statement for our 2024 Annual Meeting of Shareholders, and such required information is incorporated herein by reference.


UNH CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Items 404 and 407(a) of Regulation S-K will be included under the headings “Certain Relationships and Transactions” and “Corporate Governance” in our definitive proxy statement for our 2024 Annual Meeting of Shareholders, and such required information is incorporated herein by reference.


UNH PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 9(e) of Schedule 14A will be included under the heading “Disclosure of Fees Paid to Independent Registered Public Accounting Firm” in our definitive proxy statement for our 2024 Annual Meeting of Shareholders, and such required information is incorporated herein by reference.


UNH EXHIBIT AND FINANCIAL STATEMENT SCHEDULES (a) 1. Financial Statements

The financial statements are included under Item 8 of this report: •Reports of Independent Registered Public Accounting Firm. •Consolidated Balance Sheets as of December 31, 2023 and 2022. •Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021. •Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022, and 2021. •Consolidated Statements of Changes in Equity for the years ended December 31, 2023, 2022, and 2021. •Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021. •Notes to the Consolidated Financial Statements.


UNH 2. Financial Statement Schedules

The following financial statement schedule of the Company is included in Item 15(c): •Schedule I - Condensed Financial Information of Registrant (Parent Company Only).


UNH 2. Financial Statement Schedules

All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, are inapplicable, or the required information is included in the consolidated financial statements, and therefore have been omitted.


UNH 2. Financial Statement Schedules

(b) The following exhibits are filed or incorporated by reference herein in response to Item 601 of Regulation S-K. The Company files Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K pursuant to the Securities Exchange Act of 1934 under Commission File No. 1‐10864.


UNH EXHIBIT INDEX**

3.1##Certificate of Incorporation of UnitedHealth Group Incorporated (incorporated by reference to Exhibit 3.1 to UnitedHealth Group Incorporated’s Registration Statement on Form 8-A/A, Commission File No. 1-10864, filed on July 1, 2015) 3.2##Amended and Restated Bylaws of UnitedHealth Group Incorporated, effective February 23, 2021 (incorporated by reference to Exhibit 3.2 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on February 26, 2021) 4.1##Amended and Restated Indenture, dated as of April 27, 2023, between UnitedHealth Group Incorporated and Wilmington Trust Company, as successor trustee (incorporated by reference to Exhibit 4.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on April 28, 2023) 4.2##Indenture, dated as of February 4, 2008, between UnitedHealth Group Incorporated and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3, SEC File Number 333-149031, filed on February 4, 2008) 4.3##Supplemental Indenture, dated as of April 18, 2023, between UnitedHealth Group Incorporated and U.S. Bank Trust Company, National Association, as trustee, relating to the 6.875% Senior Notes due 2038 (incorporated by reference to Exhibit 4.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on April 24, 2023) 4.4##Description of Common Stock (incorporated by reference to Exhibit 4.5 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2019) *10.1##UnitedHealth Group 2020 Stock Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8, SEC File Number 333-238854, filed on June 1, 2020) *10.2##Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2024 Version) *10.3##Form of Agreement for Nonqualified Stock Option Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2024 Version) *10.4##Form of Agreement for Performance-Based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2024 Version) *10.5##Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2024 Version) *10.6##Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2024 Version) *10.7##Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2024 Version) *10.8##Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Bondy) (2024 Version) *10.9##Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Bondy) (2024 Version) *10.10##Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Bondy) (2024 Version) *10.11##Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2023 Version) (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022) *10.12##Form of Agreement for Nonqualified Stock Option Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2023 Version) (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022) *10.13##Form of Agreement for Performance-Based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2023 Version) (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022) *10.14##Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2023 Version) (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022) *10.15##Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2023 Version) (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022) *10.16##Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2023 Version) (incorporated by reference to Exhibit 10.7 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022) *10.17##Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021) *10.18##Form of Agreement for Nonqualified Stock Option Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021) *10.19##Form of Agreement for Performance-Based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021) *10.20##Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021) *10.21##Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021) *10.22##Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (incorporated by reference to Exhibit 10.7 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021) *10.23##UnitedHealth Group Incorporated 2011 Stock Incentive Plan, as amended and restated in 2018 (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2018) *10.24##Form of Agreement for Non-Qualified Stock Option Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, as amended and restated in 2015, for awards made after January 1, 2016 (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015) *10.25##Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, as amended and restated in 2015, for awards made after January 1, 2016 (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015) *10.26##Form of Agreement for Performance-based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, as amended and restated in 2015, for awards made after January 1, 2016 (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015) *10.27##Form of Agreement for Deferred Stock Unit Award to Non-Employee Directors under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on May 27, 2011) *10.28##Form of Agreement for Deferred Stock Unit Award to Non-Employee Directors under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.11 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021) *10.29##Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on July 1, 2015) *10.30##Amended and Restated UnitedHealth Group Incorporated 2008 Executive Incentive Plan, effective as of December 31, 2023 *10.31##UnitedHealth Group Executive Savings Plan (2024 Statement) *10.32##Executive Long-Term Disability Program, dated as of January 1, 2021 (incorporated by reference to Exhibit 10.28 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022) *10.33##Summary of Non-Management Director Compensation, effective as of October 1, 2022 (incorporated by reference to Exhibit 10.29 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022) *10.34##UnitedHealth Group Directors’ Compensation Deferral Plan (2023 Statement) (incorporated by reference to Exhibit 10.30 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022) *10.35##Avery Parent Holdings, Inc. 2020 Stock Option and Grant Plan (incorporated by reference to Exhibit 10.31 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022) *10.36##Change Healthcare Inc. 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.3 to UnitedHealth Group Incorporated’s Registration Statement on Form S-8, SEC File Number 333-267716, filed on October 3, 2022) *10.37##Amended and Restated HCIT Holdings, Inc. 2009 Equity Incentive Plan (incorporated by reference to Exhibit 4.4 to UnitedHealth Group Incorporated’s Registration Statement on Form S-8, SEC File Number 333-267716, filed on October 3, 2022) *10.38##Audax Health Solutions, Inc. 2010 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 4.4 to UnitedHealth Group Incorporated’s Post-Effective Amendment No. 1 to Registration Statement on Form S-8, SEC File Number 333-205826, filed on February 15, 2017) *10.39##Surgical Care Affiliates, Inc. 2016 Omnibus Long-Term Incentive Plan (incorporated by reference to Exhibit 4.3 to UnitedHealth Group Incorporated’s Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017) *10.40##Surgical Care Affiliates, Inc. 2013 Omnibus Long-Term Incentive Plan (incorporated by reference to Exhibit 4.4 to UnitedHealth Group Incorporated’s Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017) *10.41##Surgical Care Affiliates, Inc. Management Equity Incentive Plan (incorporated by reference to Exhibit 4.5 to UnitedHealth Group Incorporated’s Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017) *10.42##Surgical Care Affiliates, Inc. Directors and Consultants Equity Incentive Plan (incorporated by reference to Exhibit 4.6 to UnitedHealth Group Incorporated’s Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017) *10.43##The Advisory Board Company Amended and Restated 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to The Advisory Board Company’s Current Report on Form 8-K filed on June 15, 2015) *10.44##The Advisory Board Company 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to The Advisory Board Company’s Current Report on Form 8-K filed on November 17, 2005) *10.45##Amended and Restated Employment Agreement, effective as of June 7, 2016, between United HealthCare Services, Inc. and John Rex (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016) *10.46##Amended and Restated Employment Agreement, dated February 3, 2021, between the Company and Andrew P Witty (incorporated by reference to Exhibit 5.02 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on February 8, 2021) *10.47##Amended and Restated Employment Agreement, effective as of March 16, 2015, between United HealthCare Services, Inc. and Dirk McMahon (incorporated by reference to Exhibit 10.44 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2019) *10.48##Amendment to Employment Agreement, effective as of May 31, 2017, between United HealthCare Services, Inc. and Dirk McMahon (incorporated by reference to Exhibit 10.45 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2019) *10.49##Amendment to Employment Agreement, effective as of March 12, 2019, between United HealthCare Services, Inc. and Dirk McMahon (incorporated by reference to Exhibit 10.46 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2019) *10.50##Amended and Restated Employment Agreement, effective as of February 12, 2018, between United HealthCare Services, Inc. and Brian R. Thompson (incorporated by reference to Exhibit 10.38 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021) *10.51##Employment Agreement, effective as of February 28, 2022, between United HealthCare Services, Inc. and Rupert M. Bondy (incorporated by reference to Exhibit 10.47 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022) 21.1##Subsidiaries of UnitedHealth Group Incorporated 23.1##Consent of Independent Registered Public Accounting Firm 24.1##Power of Attorney 31.1##Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1##Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1##UnitedHealth Group Dodd-Frank Clawback Policy, effective December 1, 2023 101.INS##XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH##Inline XBRL Taxonomy Extension Schema Document. 101.CAL##Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF##Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB##Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE##Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104##Cover Page Interactive Data File (formatted as Inline XBRL and embedded within Exhibit 101).


UNH EXHIBIT INDEX**

________________________________________________* Denotes management contracts and compensation plans in which certain directors and named executive officers participate and which are being filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K.


UNH EXHIBIT INDEX** (c) Financial Statement Schedule

** Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of instruments defining the rights of certain holders of long-term debt are not filed. The Company will furnish copies thereof to the SEC upon request.


Schedule I - Condensed Financial Information of Registrant (Parent Company Only).


To the shareholders and the Board of Directors of UnitedHealth Group Incorporated and Subsidiaries: Opinion on the Financial Statement Schedule


We have audited the consolidated financial statements of UnitedHealth Group Incorporated and Subsidiaries (the “Company”) as of December 31, 2023 and 2022, and for each of the three years in the period ended December 31, 2023, and the Company’s internal control over financial reporting as of December 31, 2023, and have issued our reports thereon dated February 28, 2024; such reports are included elsewhere in this Form 10-K. Our audits also included the financial statement schedule of the Company listed in the Index at Item 15. This financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statement schedule based on our audits. In our opinion, the financial statement schedule, when considered in relation to the consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.


UNH Condensed Balance Sheets

(in millions, except per share data)####December 31, 2023####December 31, 2022 Assets######## Current assets:######## Cash and cash equivalents##$##776##$##266 Other current assets####570####753 Total current assets####1,346####1,019 Equity in net assets of subsidiaries####153,692####136,562 Long-term notes receivable from subsidiaries####5,693####6,201 Other assets####831####504 Total assets##$##161,562##$##144,286 Liabilities and shareholders’ equity######## Current liabilities:######## Accounts payable and accrued liabilities##$##1,116##$##835 Current portion of notes payable to subsidiaries####9,887####8,699 Short-term borrowings and current maturities of long-term debt####4,086####2,918 Total current liabilities####15,089####12,452 Long-term debt, less current maturities####57,387####53,838 Other liabilities####330####224 Total liabilities####72,806####66,514 Commitments and contingencies (Note 4)######## Shareholders’ equity:######## Preferred stock, $0.001 par value -10 shares authorized; no shares issued or outstanding####—####— Common stock, $0.01 par value - 3,000 shares authorized; 924 and 934 issued and outstanding####9####9 Retained earnings####95,774####86,156 Accumulated other comprehensive loss####(7,027)####(8,393) Total UnitedHealth Group shareholders’ equity####88,756####77,772 Total liabilities and shareholders’ equity##$##161,562##$##144,286


UNH Condensed Statements of Comprehensive Income

########For the Years Ended December 31,#### (in millions)####2023####2022####2021 Revenues:############ Investment and other income##$##312##$##255##$##494 Total revenues####312####255####494 Operating costs:############ Operating costs####35####121####40 Interest expense####3,469####2,110####1,583 Total operating costs####3,504####2,231####1,623 Loss before income taxes####(3,192)####(1,976)####(1,129) Benefit for income taxes####654####429####231 Loss of parent company####(2,538)####(1,547)####(898) Equity in undistributed income of subsidiaries####24,919####21,667####18,183 Net earnings####22,381####20,120####17,285 Other comprehensive income (loss)####1,366####(3,009)####(1,570) Comprehensive income##$##23,747##$##17,111##$##15,715


UNH Condensed Statements of Cash Flows

########For the Years Ended December 31,#### (in millions)####2023####2022####2021 Operating activities############ Cash flows from operating activities##$##17,443##$##14,754##$##11,439 Investing activities############ Issuances of notes to subsidiaries####(41)####(567)####(444) Repayments of notes to subsidiaries####817####281####37 Cash paid for acquisitions####(8,144)####(20,728)####(4,953) Return of capital to parent company####639####1,424####245 Capital contributions to subsidiaries####(2,472)####(570)####(747) Cash received from dispositions####624####2,787####— Other, net####286####—####— Cash flows used for investing activities####(8,291)####(17,373)####(5,862) Financing activities############ Common stock repurchases####(8,000)####(7,000)####(5,000) Proceeds from common stock issuances####1,353####1,253####1,355 Cash dividends paid####(6,761)####(5,991)####(5,280) Proceed from (repayments of) short-term borrowings, net####11####732####(1,302) Proceeds from issuance of long-term debt####6,394####14,819####6,933 Repayments of long-term debt####(2,125)####(3,015)####(3,150) Proceeds from notes from subsidiaries####1,188####594####3,223 Other, net####(702)####(674)####(447) Cash flows from (used for) financing activities####(8,642)####718####(3,668) Increase (decrease) in cash and cash equivalents####510####(1,901)####1,909 Cash and cash equivalents, beginning of period####266####2,167####258 Cash and cash equivalents, end of period##$##776##$##266##$##2,167 Supplemental cash flow disclosures############ Cash paid for interest##$##3,257##$##1,969##$##1,575 Cash paid for income taxes####4,426####4,298####3,050


UNH 1. Basis of Presentation

UnitedHealth Group’s parent company financial information has been derived from its consolidated financial statements and should be read in conjunction with the consolidated financial statements included in this Form 10-K. The accounting policies for the registrant are the same as those described in Note 2 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.”


UNH 2. Subsidiary Transactions

Investment in Subsidiaries. UnitedHealth Group’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries.


UNH 2. Subsidiary Transactions

Dividends and Capital Distributions. Cash dividends received from subsidiaries and included in Cash Flows from Operating Activities in the Condensed Statements of Cash Flows were $18.5 billion, $15.6 billion and $10.8 billion in 2023, 2022 and 2021, respectively. Additionally, $0.6 billion, $1.4 billion and $0.2 billion in cash were received as a return of capital to the parent company during 2023, 2022 and 2021, respectively.


UNH 3. Short-Term Borrowings and Long-Term Debt

Discussion of short-term borrowings and long-term debt can be found in Note 8 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.” Long-term debt obligations of the parent company do not include other financing obligations at subsidiaries which totaled $1.1 billion and $0.9 billion at December 31, 2023 and 2022.


Maturities of short-term borrowings and long-term debt for the years ending December 31 are as follows: (in millions)#### 2024##$##4,088 2025####3,050 2026####2,500 2027####2,925 2028####3,000 Thereafter####47,002


UnitedHealth Group’s parent company had notes payable to subsidiaries of $9.9 billion and $8.7 billion as of December 31, 2023 and 2022, respectively, which included on-demand features.


UNH 4. Commitments and Contingencies

Certain regulated subsidiaries are guaranteed by UnitedHealth Group’s parent company in the event of insolvency. UnitedHealth Group’s parent company also provides guarantees related to its service level under certain contracts. None of the amounts accrued, paid or charged to income for service level guarantees were material as of December 31, 2023, 2022 or 2021.


UNH 4. Commitments and Contingencies

For a summary of commitments and contingencies, see Note 12 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.”


UNH FORM 10-K SUMMARY

None.


UNH SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


UNH Dated: February 28, 2024

##UNITEDHEALTH GROUP INCORPORATED## By####/s/ ANDREW WITTY ####Andrew Witty Chief Executive Officer


UNH Dated: February 28, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature##Title##Date /s/ ANDREW WITTY##Director and Chief Executive Officer (principal executive officer)##February 28, 2024 Andrew Witty#### /s/ JOHN REX##Executive Vice President and Chief Financial Officer (principal financial officer)##February 28, 2024 John Rex#### /s/ THOMAS ROOS##Senior Vice President and Chief Accounting Officer (principal accounting officer)##February 28, 2024 Thomas Roos#### *##Director##February 28, 2024 Charles Baker#### *##Director##February 28, 2024 Timothy Flynn#### *##Director##February 28, 2024 Paul Garcia#### *##Director##February 28, 2024 Kristen Gil#### *##Director##February 28, 2024 Stephen Hemsley#### *##Director##February 28, 2024 Michele Hooper#### *##Director##February 28, 2024 F. William McNabb III#### *##Director##February 28, 2024 Valerie Montgomery Rice, M.D.#### *##Director##February 28, 2024 John Noseworthy, M.D.####


UNH Rupert Bondy As Attorney-in-Fact


V OVERVIEW

Visa is one of the world’s leaders in digital payments. Our purpose is to uplift everyone, everywhere by being the best way to pay and be paid. We facilitate global commerce and money movement across more than 200 countries and territories among a global set of consumers, merchants, financial institutions and government entities through innovative technologies.


V OVERVIEW

Since Visa’s early days in 1958, we have been in the business of facilitating payments between consumers and businesses. We are focused on extending, enhancing and investing in our proprietary advanced transaction processing network, VisaNet, to offer a single connection point for facilitating payment transactions to multiple endpoints through various form factors. As a network of networks enabling global movement of money through all available networks, we are working to provide payment solutions and services for everyone, everywhere. Through our network, we offer products, solutions and services that facilitate secure, reliable and efficient money movement for participants in the ecosystem. •We facilitate secure, reliable and efficient money movement among consumers, issuing and acquiring financial institutions and merchants. We have traditionally referred to this structure as the “four-party” model. Please see Our Core Business discussion below. As the payments ecosystem continues to evolve, we have broadened this model to include digital banks, digital wallets and a range of financial technology companies (fintechs), governments and non-governmental organizations (NGOs). We provide transaction processing services (primarily authorization, clearing and settlement) to our financial institution and merchant clients through VisaNet. During fiscal year 2023, 276 billion payments and cash transactions with Visa’s brand were processed by Visa or other networks, equating to an average of 757 million transactions per day. Of the 276 billion total transactions, 213 billion were processed by Visa. •We offer a wide range of Visa-branded payment products that our clients, including 14,500 financial institutions, use to develop and offer payment solutions or services, including credit, debit, prepaid and cash access programs for individual, business and government account holders. During fiscal year 2023, Visa’s total payments and cash volume was $15 trillion, and 4.3 billion payment credentials, which are issued Visa card accounts that were available worldwide to be used at more than 130 million merchant locations.(1) •We take an open partnership approach and seek to provide value by enabling access to our global network, including offering our technology capabilities through application programming interfaces (APIs). We partner with both traditional and emerging players to innovate and expand the payments ecosystem, allowing them to use the resources of our platform to scale and grow their businesses more quickly and effectively. •We are accelerating the migration to digital payments through our network of networks strategy. We aim to provide a single connection point so that Visa clients can enable money movement for businesses, governments and consumers, regardless of which network is used to start or complete the transaction. This model ultimately helps to unify a complex payments ecosystem. Visa’s network of networks approach creates opportunities by facilitating person-to-person (P2P), business-to-consumer (B2C), business-to-business (B2B) and government-to-consumer (G2C) payments, in addition to consumer to business (C2B) payments. •We provide value added services to our clients, including issuing solutions, acceptance solutions, risk and identity solutions, open banking and advisory services. •We invest in and promote our brand to the benefit of our clients and partners through advertising, promotional and sponsorship initiatives with the International Olympic Committee, the International Paralympic Committee and the National Football League (NFL), among others. We also use these sponsorship assets to showcase our payment innovations.


V OVERVIEW

(1) The number includes an estimated 30 million locations through payment facilitators, which are technology providers that provide payment acceptance services to merchants on behalf of acquirers. Data provided to Visa by acquiring institutions and other third parties as of June 30, 2023.


V FISCAL YEAR 2023 KEY STATISTICS

(1)Please see Item 7 of this report for a reconciliation of our GAAP to non-GAAP financial results.


V OUR CORE BUSINESS

In a typical Visa C2B payment transaction, the consumer purchases goods or services from a merchant using a Visa card or payment product. The merchant presents the transaction data to an acquirer, usually a bank or third-party processing firm that supports acceptance of Visa cards or payment products, for verification and processing. Through VisaNet, the acquirer presents the transaction data to Visa, which in turn sends the transaction data to the issuer to check the account holder’s account balance or credit line for authorization. After the transaction is authorized, the issuer posts the transaction to the consumer’s account and effectively pays the acquirer an amount equal to the value of the transaction, minus the interchange reimbursement fee. The acquirer pays the amount of the purchase, minus the merchant discount rate (MDR), to the merchant.


V OUR CORE BUSINESS

Visa earns revenue by facilitating money movement across more than 200 countries and territories among a global set of consumers, merchants, financial institutions and government entities through innovative technologies.


V Table of Contents

Our net revenues in fiscal year 2023 consisted of the following:


V Table of Contents

SERVICE REVENUES Earned for services provided in support of client usage of Visa payment services


V Table of Contents

DATA PROCESSING REVENUES Earned for authorization, clearing, settlement; value added services related to issuing, acceptance, and risk and identity solutions; network access; and other maintenance and support services that facilitate transaction and information processing among our clients globally


V Table of Contents

INTERNATIONAL TRANSACTION REVENUES Earned for cross-border transaction processing and currency conversion activities


V Table of Contents

(1)Figure may not recalculate exactly due to rounding.


V Table of Contents

Please see Item 7 and Note 1—Summary of Significant Accounting Policies included in Item 8 of this report, which include disclosures on how we earn and recognize our revenues.