(a) 1*. Financial Statements*
The financial statements are included under Item 8 of this report:
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Reports of Independent Registered Public Accounting Firm.
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Consolidated Balance Sheets as of December 31, 2023 and 2022.
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Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021.
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Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022, and 2021.
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Consolidated Statements of Changes in Equity for the years ended December 31, 2023, 2022, and 2021.
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Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021.
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Notes to the Consolidated Financial Statements.
2*. Financial Statement Schedules*
The following financial statement schedule of the Company is included in Item 15(c):
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.
(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.
EXHIBIT INDEX**
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| 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) | | |
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| *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) | | |
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| *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) | | |
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| *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). | | |
________________________________________________
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| * | | | | | | 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. | | |
| ** | | | | | | 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. | | |
(c) Financial Statement Schedule
Schedule I - Condensed Financial Information of Registrant (Parent Company Only).
Schedule I
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of UnitedHealth Group Incorporated and Subsidiaries:
Opinion on the Financial 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.
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| /s/ DELOITTE & TOUCHE LLP | | |
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| Minneapolis, Minnesota | | |
| February 28, 2024 | | |
Schedule I
Condensed Financial Information of Registrant
(Parent Company Only)
UnitedHealth Group
Condensed Balance Sheets
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| (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 | |
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| 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 | |
See Notes to the Condensed Financial Statements of Registrant
Schedule I
Condensed Financial Information of Registrant
(Parent Company Only)
UnitedHealth Group
Condensed Statements of Comprehensive Income
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| | | | | | 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 | |
See Notes to the Condensed Financial Statements of Registrant
Schedule I
Condensed Financial Information of Registrant
(Parent Company Only)
UnitedHealth Group
Condensed Statements of Cash Flows
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| | | | | | 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 | |
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| 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 | | |
See Notes to the Condensed Financial Statements of Registrant
Schedule I
Condensed Financial Information of Registrant
(Parent Company Only)
UnitedHealth Group
Notes to Condensed Financial Statements
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.”
2. Subsidiary Transactions
Investment in Subsidiaries. UnitedHealth Group’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries.
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.
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.
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.
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.”
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