UnitedHealth Group (UNH) 10-K risk factor changes: FY2024 vs FY2023

Relatively small differences between predicted and actual medical costs, or utilization rates as a percentage of revenues, [removed: can] [added: have resulted and in the future may] result in significant changes in our financial results.

In addition, [added: increasing] connectivity among technologies [removed: is becoming increasingly important] and recent trends toward greater consumer engagement in health care require new and enhanced technologies, including more sophisticated applications for mobile devices and new tools and products that leverage AI/ML to improve the customer experience.

If these commitments fail to provide the anticipated benefits, if we are unable to successfully anticipate future technology developments, or if the cost to keep pace with the technological changes [removed: exceed] [added: exceeds] our estimates, we could be exposed to reputational harm and experience adverse effects on our business.

If we or third parties we rely on sustain [removed: cyber-attacks] [added: cyberattacks] or other privacy or data security incidents resulting in disruption to our operations or the disclosure of protected personal information or proprietary or confidential information, we could suffer a loss of revenue and increased costs, negative operational [removed: affects,] [added: effects,] exposure to significant liability, reputational harm and other serious negative consequences.

We are regularly the target of attempted [removed: cyber-attacks] [added: cyberattacks] and other security threats and have previously been, and may in the future be, subject to compromises of the information technology systems we use, information we hold, or information held on our behalf by third parties.

While we have programs in place to detect, contain and respond to data security incidents and provide employee awareness training regarding phishing, malware and other cyber threats to protect against [removed: cyber] [added: cybersecurity] risks and [removed: security] incidents, we expect that we will continue to experience these incidents, some of which may negatively affect our business.

Further, because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and are increasing in sophistication, in part due to use of evolving AI/ML technologies (including generative AI), and because our businesses are changing as well, we [added: may be unable to anticipate these techniques and threats, timely detect data security]

Our systems may also be vulnerable to financial fraud schemes, misplaced or lost data, [removed: human] error, malicious social engineering, or other events which could negatively affect the data or financial accounts, proprietary or confidential information relating to our business or third parties, or our operations.

There have previously been and may be in the future heightened vulnerabilities due to [removed: the lack of physical supervision and on-site infrastructure for remote workforce operations and for] recently-acquired or non-integrated businesses.

We rely in some circumstances on third-party vendors to process, store and transmit large amounts of data for our [removed: business whose operations are subject to similar risks.][added: business.]

The costs to eliminate or address the foregoing security threats and vulnerabilities before or after a [removed: cyber-incident] [added: cybersecurity incident] could be material.

We have business continuation and resiliency plans which [removed: are maintained, updated] [added: we maintain, update] and [removed: tested] [added: test] regularly in an effort to contain and remediate potential disruptions or [removed: cyber] [added: cybersecurity] events.

In addition, compromises of our security measures or the unauthorized dissemination of sensitive personal information, proprietary information or confidential information about us, our customers or other third parties, previously and in the future, could expose us or them to the risk of financial or medical identity theft, negative operational [removed: affects, expose us or them to a risk of] [added: impacts, and] loss or misuse of this information, result in litigation and liability, including regulatory penalties, for us, damage our brand and reputation, or otherwise harm our business.

Our businesses face significant competition in all of the [removed: geographic] markets in which we operate.

In [removed: particular] [added: many] geographies or product segments, our competitors [added: have and] may [added: continue to] have certain competitive advantages.

Consolidation [added: among competitors] may make it more difficult for us to retain or increase our customer base, [added: maintain or] improve the terms on which we do business with our suppliers, or maintain or increase our profitability.

We may face risks from new technologies and market entrants which could affect our existing relationship with health plan enrollees in [removed: these areas.][added: the affected markets.]

Our business, results of operations, financial position and cash flows also could be materially and adversely affected if we do not compete effectively in our markets, if [added: our reputation suffers harm, if] we set rates too high or too low in highly competitive markets, if we do not design and price our products properly and competitively, if we are unable to innovate and deliver products and services demonstrating value to our customers, if we do not provide a satisfactory level of services, if membership or demand for other services does not increase as we expect or declines, or if we lose accounts with more profitable products while retaining or increasing membership in accounts with less profitable products.

If we fail to develop and maintain satisfactory relationships with health care providers, whether in-network or out-of-network, our failure to do so could materially and adversely affect our business, results of operations, [added: financial position and cash flows.]

The success of some of our businesses depends on maintaining satisfactory relationships with [added: employed, affiliated, and independently contracted] physicians [removed: as our employees, independent contractors or] [added: and] joint venture partners.

Legal actions to which we are a party have included and in the future could include matters related to health care benefits coverage and payment of claims (including disputes with enrollees, customers and contracted and non-contracted physicians, hospitals and other health care professionals), tort claims (including claims related to the delivery of health care services, such as medical malpractice by personnel at our affiliates’ facilities, or by health care practitioners who are employed by us, have contractual relationships with us, or serve as providers to our managed care networks, including as a result of a failure to adhere [added: to applicable clinical, quality and/or patient safety standards), antitrust claims (including as a result of changes in the]

[removed: to applicable clinical, quality and/or patient safety standards), antitrust claims (including as a result of changes in the] enforcement of antitrust laws), whistleblower claims (including claims under the False Claims Act or similar statutes), matters related to our use of [added: or alleged failure to adequately safeguard] personal information or other proprietary data, claims related to alleged failure of our technology products to operate properly or fairly, contract and labor disputes, tax claims and claims related to disclosure of certain business practices.

Even in states that have imposed caps on damages for such actions, litigants are seeking recoveries under [removed: new] theories of liability that might not be subject to the caps on damages.

Even in situations where we engage external insurers, our coverage may [added: be disputed or may] not be sufficient to cover the entirety of certain claims.

We incur expenses to resolve these matters and current and future legal actions could further increase our cost of doing [removed: business] [added: business, require us to potentially change the way we conduct our business,] and materially and adversely affect our results of operations, financial position and cash flows.

Our business could suffer, and our results of operations, financial position and cash flows could be materially and adversely affected, if we fail to successfully manage our strategic alliances, [added: or] to complete, manage or integrate acquisitions and other significant strategic transactions or [removed: relationships domestically or outside the United States.][added: relationships.]

In addition, even with appropriate diligence, pre-acquisition practices of an acquired business have [added: exposed us] in the past and may [added: expose us] in the future [removed: expose us] to legal challenges and investigations that could subject us to criminal fines or reputational harm.

Even if we are ultimately [removed: successful,] [added: successful in resolving these matters,] defending such claims may be costly and result in negative publicity.

We are subject to risks associated with public health crises arising from large-scale medical emergencies, pandemics, natural disasters and other extreme events, which have [added: had] and could have an adverse effect on our business, results of operations, financial condition and financial performance.

Government enactment of emergency powers in response to public health crises could disrupt our business operations, including by restricting availability [removed: of] [added: of,] or our ability to [removed: deliver] [added: deliver,] pharmaceuticals or other supplies, and could increase the risk of shortages of necessary items.

We depend on our ability to attract, develop and retain qualified employees and executives, including those with diverse [added: talents,] backgrounds, experiences and [removed: skills,] [added: perspectives,] to operate and expand our business.

We may have difficulty in replacing key executives because of the limited number of qualified individuals in these industries with the breadth of skills and experience required to operate and [added: successfully expand our business.]

Volatility in interest rates affects our interest income and the market value of our investments in debt securities of varying maturities which constitute the substantial majority of the fair value of our investments as of December 31, [removed: 2023.][added: 2024.]

As of December 31, [removed: 2023,] [added: 2024,] our goodwill and other intangible assets had a carrying value of [removed: $119] [added: $130] billion, representing [removed: 43%] [added: 44%] of our total consolidated assets.

[removed: Any such assessment could expose our] insurance entities and other insurers to the risk they would be required to pay a portion of an impaired or insolvent insurance company’s claims through state guaranty associations.

Any foreign regulator or court may take an approach to the interpretation, implementation and enforcement of [added: industry regulations which could differ from the approach taken by U.S. regulators or courts.]

Negative publicity may adversely affect our stock [removed: price and] [added: price,] damage our reputation, and expose us to unexpected or unwarranted regulatory scrutiny.

If any of these assumptions are materially incorrect, either as a result of unforeseen changes to the programs on which we bid, implementation of material program or policy changes after our bid submission, or [removed: submission] [added: submissions] by our competitors at lower rates than our bids, our results of operations, financial position and cash flows could be materially and adversely affected.

For example, our UnitedHealthcare Medicare & Retirement and UnitedHealthcare Community & State businesses submit information relating to the health status of enrollees to CMS or state agencies for [removed: purposes of determining the amount of certain payments to us.]

We have been [removed: involved,] and in the future may become involved in routine, regular and special governmental investigations, audits, reviews and assessments.

For example, we previously reported our Change Healthcare business, which we had recently acquired, was subject to a cyberattack in 2024, in which the data involved contained protected health information or personally identifiable information.

incidents or implement adequate preventive measures.

The operations of these vendors are subject to similar risks, but are outside our direct oversight and control.

If health care payers or providers are unwilling or unable to enter into value-based agreements with us, we may be unable to successfully establish or maintain the contractual or employment relationships necessary to achieve the quality and cost objectives we have for value-based contracting.

For example, we have experienced and in the future may encounter more acute information technology system vulnerabilities or different litigation risk profiles in recently acquired business than we have historically managed.

We may be unable to address such vulnerabilities, inadequacies, differences, or failures soon after acquiring a business, which could undermine integration activities, delay launch of acquired products, and increase infrastructure risk.

Any such assessment could expose our

Plans must have a rating of four stars or higher to qualify for bonus payments, and CMS has and may make changes to the star rating program that impact the ability of plans to achieve four-star or higher ratings.

purposes of determining the amount of certain payments to us.

We generally use approximately 80% to 85% of our premium revenues to pay the costs of health care services delivered to these customers.

may be unable to anticipate these techniques and threats, detect data security incidents or implement adequate preventive measures.

The resumption of Medicaid redeterminations has impacted our membership levels and may impact our ability to maintain market share if we are unable to retain or add new consumers to other benefit offerings.

financial position and cash flows.

As we operate our business outside of the United States, we face risks different from those presented by acquisitions of domestic businesses, including risks in adapting to new markets, languages, business, labor and cultural practices and regulatory environments.

Managing these risks could require us to devote significant senior management attention and other resources to the acquired businesses before we realize anticipated synergies or other benefits from those businesses.

These risks vary widely by country and, outside of the United States, may include political instability, government intervention, unanticipated court decisions, discriminatory regulation and currency exchange controls or other restrictions, which could prevent us from transferring funds from these operations out of the countries in which our acquired businesses operate, or converting local currencies we hold into U.S. dollars or other currencies.

Foreign currency exchange rates and fluctuations have had and may in future periods have an impact on our shareholders’ equity from period to period, which could adversely affect our debt to debt-plus-equity ratio, and our future revenues, costs and cash flows from international operations.

Any measures we may implement to reduce the effect of volatile currencies may be costly or ineffective.

successfully expand our business.

industry regulations which could differ from the approach taken by U.S. regulators or courts.

Plans must have a rating of four stars or higher to qualify for bonus payments.

For example, the European Union’s General Data Protection Regulation (GDPR) imposes stringent European Union data protection requirements on us or our customers, and prescribes substantial penalties for noncompliance.

HHS administers its audit program to assess HIPAA compliance efforts by covered entities and business associates.

The following discussion should be read together with the accompanying [Consolidated Financial Statements and Notes to the Consolidated Financial Statements thereto included in Part II Item 8, “Financial Statements and Supplementary [removed: Data](#i59863b37127344c7ba6c6c09951174ce_73).”] [added: Data](#i5df38065a2cf44208c456280ada6b201_76).”] Readers are cautioned the statements, estimates, projections or outlook contained in this report, including discussions regarding financial prospects, economic conditions, trends and uncertainties contained in this Item 7, may constitute forward-looking statements within the meaning of the PSLRA.

A description of some of the risks and uncertainties can be found further below in this Item 7 and in [Part I, Item 1A, “Risk [removed: Factors.”](#i59863b37127344c7ba6c6c09951174ce_22)][added: Factors.”](#i5df38065a2cf44208c456280ada6b201_22)]

Discussions of year-over-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] are not included in this Form 10-K and can be found in [removed: [Part] [added: Part] II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations”](http://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unh-20221231.htm#i6b660947fab7488cb4d33baca2cb3a37_52)] [added: Operations”] of the Company’s Form 10-K for the fiscal year ended December 31, [removed: 2022.][added: 2023.]

Further information on our business and reportable segments is presented in [Part I, Item 1, [removed: “Business”](#i59863b37127344c7ba6c6c09951174ce_13)] [added: “Business”](#i5df38065a2cf44208c456280ada6b201_13)] and in [Note 14 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary [removed: Data.”](#i59863b37127344c7ba6c6c09951174ce_202)][added: Data.”](#i5df38065a2cf44208c456280ada6b201_199)]

Pricing Trends. To price our health care benefits, products and services, we start with our view of expected future costs, including [added: medical] care patterns, inflation and labor market dynamics.

Medicare Advantage funding continues to be pressured, as discussed below in [“Regulatory Trends and [removed: Uncertainties](#i59863b37127344c7ba6c6c09951174ce_58)[”](#i59863b37127344c7ba6c6c09951174ce_58)] [added: Uncertainties”](#i5df38065a2cf44208c456280ada6b201_61)] and we have observed increased care patterns as discussed below in “Medical Cost Trends.” Our [removed: 2024] [added: 2025] benefit design approach contemplates these trends.

Medical Cost Trends. Our medical cost trends primarily relate to changes in unit [removed: costs;] [added: costs,] care [removed: activity;] [added: activity] and prescription drug costs.

We endeavor to mitigate those increases by engaging [added: hospitals,] physicians and consumers with information and helping them make clinically sound choices, with the objective of helping them achieve high-quality, affordable care.

Medicaid Redeterminations. [removed: The resumption of] Medicaid redeterminations have impacted the number of people served through our Medicaid offerings, partially offset by an increase in consumers served through our commercial offerings as we endeavor to ensure that people and families have continued access to care.

Enhanced clinical engagement is a critical step to improving the [added: experience and] health outcomes of the people we serve and should result in lower costs to the overall health system over time.

For additional information regarding regulatory trends and uncertainties, see [Part I, Item 1 “Business - Government [removed: Regulation”](#i59863b37127344c7ba6c6c09951174ce_19)] [added: Regulation”](#i5df38065a2cf44208c456280ada6b201_19)] and [Item 1A, “Risk [removed: Factors.”](#i59863b37127344c7ba6c6c09951174ce_22)][added: Factors.”](#i5df38065a2cf44208c456280ada6b201_22)]

For example, the Final Notice for 2024 [added: and 2025] rates resulted in an industry base rate decrease, [removed: as did the January 2024 Advance Notice for 2025 rates,] both of which are well short of what is an increasing industry forward medical cost [removed: trend, creating continued pressure in the Medicare Advantage program.][added: trend.]

Further, substantial revisions to the risk adjustment model, which serves to adjust rates to reflect a patient’s health status and care resource needs, will [removed: continue to] result in reduced funding and potentially benefits for people, especially those with some of the greatest health and social challenges.

The following [removed: represents a summary of] [added: summarizes] select [removed: 2023] [added: 2024] year-over-year operating comparisons to [removed: 2022.][added: 2023 and other financial results.]

- Consolidated revenues [removed: increased by 15%,] [added: grew 8%,] UnitedHealthcare revenues [removed: increased 13%] [added: grew 6%] and Optum revenues grew [removed: 24%.][added: 12%.]

- Cash flows from operations were [removed: $29.1] [added: $24.2] billion.

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | | | | | | | | | |

| Premiums | | | | | | $ | [removed: 290,827] [added: 308,810] | | | | | $ | [removed: 257,157] [added: 290,827] | | | | | $ | [removed: 226,233] [added: 257,157] | | | | | $ | [removed: 33,670] [added: 17,983] | | | | | [removed: 13] [added: 6] | | % |

| Products | | | | | | [removed: 42,583] [added: 50,226] | | | | | | [removed: 37,424] [added: 42,583] | | | | | | [removed: 34,437] [added: 37,424] | | | | | | [removed: 5,159] [added: 7,643] | | | | | | [removed: 14] [added: 18] | | |

| Services | | | | | | [removed: 34,123] [added: 36,040] | | | | | | [removed: 27,551] [added: 34,123] | | | | | | [removed: 24,603] [added: 27,551] | | | | | | [removed: 6,572] [added: 1,917] | | | | | | [removed: 24] [added: 6] | | |

| Investment and other income | | | | | | [removed: 4,089] [added: 5,202] | | | | | | [removed: 2,030] [added: 4,089] | | | | | | [removed: 2,324] [added: 2,030] | | | | | | [removed: 2,059] [added: 1,113] | | | | | | [removed: 101] [added: 27] | | |

| Total revenues | | | | | | [removed: 371,622] [added: 400,278] | | | | | | [removed: 324,162] [added: 371,622] | | | | | | [removed: 287,597] [added: 324,162] | | | | | | [removed: 47,460] [added: 28,656] | | | | | | [removed: 15] [added: 8] | | |

| Medical costs | | | | | | [removed: 241,894] [added: 264,185] | | | | | | [removed: 210,842] [added: 241,894] | | | | | | [removed: 186,911] [added: 210,842] | | | | | | [removed: 31,052] [added: 22,291] | | | | | | [removed: 15] [added: 9] | | |

| Operating costs | | | | | | [removed: 54,628] [added: 53,013] | | | | | | [removed: 47,782] [added: 54,628] | | | | | | [removed: 42,579] [added: 47,782] | | | | | | [removed: 6,846] [added: (1,615)] | | | | | | [removed: 14] [added: (3)] | | |

| Cost of products sold | | | | | | [removed: 38,770] [added: 46,694] | | | | | | [removed: 33,703] [added: 38,770] | | | | | | [removed: 31,034] [added: 33,703] | | | | | | [removed: 5,067] [added: 7,924] | | | | | | [removed: 15] [added: 20] | | |

| Depreciation and amortization | | | | | | [removed: 3,972] [added: 4,099] | | | | | | [removed: 3,400] [added: 3,972] | | | | | | [removed: 3,103] [added: 3,400] | | | | | | [removed: 572] [added: 127] | | | | | | [removed: 17] [added: 3] | | |

| Total operating costs | | | | | | [removed: 339,264] [added: 367,991] | | | | | | [removed: 295,727] [added: 339,264] | | | | | | [removed: 263,627] [added: 295,727] | | | | | | [removed: 43,537] [added: 28,727] | | | | | | [removed: 15] [added: 8] | | |

| Earnings from operations | | | | | | [removed: 32,358] [added: 32,287] | | | | | | [removed: 28,435] [added: 32,358] | | | | | | [removed: 23,970] [added: 28,435] | | | | | | [removed: 3,923] [added: (71)] | | | | | | [removed: 14] [added: —] | | |

| Interest expense | | | | | | [removed: (3,246)] [added: (3,906)] | | | | | | [removed: (2,092)] [added: (3,246)] | | | | | | [removed: (1,660)] [added: (2,092)] | | | | | | [removed: (1,154)] [added: (660)] | | | | | | [removed: 55] [added: 20] | | |

| Earnings before income taxes | | | | | | [removed: 29,112] [added: 20,071] | | | | | | [removed: 26,343] [added: 29,112] | | | | | | [removed: 22,310] [added: 26,343] | | | | | | [removed: 2,769] [added: (9,041)] | | | | | | [removed: 11] [added: (31)] | | |

| Provision for income taxes | | | | | | [removed: (5,968)] [added: (4,829)] | | | | | | [removed: (5,704)] [added: (5,968)] | | | | | | [removed: (4,578)] [added: (5,704)] | | | | | | [removed: (264)] [added: 1,139] | | | | | | [removed: 5] [added: (19)] | | |

| Net earnings | | | | | | [removed: 23,144] [added: 15,242] | | | | | | [removed: 20,639] [added: 23,144] | | | | | | [removed: 17,732] [added: 20,639] | | | | | | [removed: 2,505] [added: (7,902)] | | | | | | [removed: 12] [added: (34)] | | |

| Earnings attributable to noncontrolling interests | | | | | | [removed: (763)] [added: (837)] | | | | | | [removed: (519)] [added: (763)] | | | | | | [removed: (447)] [added: (519)] | | | | | | [removed: (244)] [added: (74)] | | | | | | [removed: 47] [added: 10] | | |

| Net earnings attributable to UnitedHealth Group common shareholders | | | | | | $ | [removed: 22,381] [added: 14,405] | | | | | $ | [removed: 20,120] [added: 22,381] | | | | | $ | [removed: 17,285] [added: 20,120] | | | | | $ | [removed: 2,261] [added: (7,976)] | | | | | [removed: 11] [added: (36)] | | % |

| Diluted earnings per share attributable to UnitedHealth Group common shareholders | | | | | | $ | [removed: 23.86] [added: 15.51] | | | | | $ | [removed: 21.18] [added: 23.86] | | | | | $ | [removed: 18.08] [added: 21.18] | | | | | $ | [removed: 2.68] [added: (8.35)] | | | | | [removed: 13] [added: (35)] | | % |

| Medical care ratio (a) | | | | | | [removed: 83.2] [added: 85.5] | | % | | | | [removed: 82.0] [added: 83.2] | | % | | | | [removed: 82.6] [added: 82.0] | | % | | | | [removed: 1.2] [added: 2.3] | | % | | | | | | |

| Operating cost ratio | | | | | | [removed: 14.7] [added: 13.2] | | | | | | 14.7 | | | | | | [removed: 14.8] [added: 14.7] | | | | | | [removed: —] [added: (1.5)] | | | | | | | | |

| Operating margin | | | | | | [removed: 8.7] [added: 8.1] | | | | | | [removed: 8.8] [added: 8.7] | | | | | | [removed: 8.3] [added: 8.8] | | | | | | [removed: (0.1)] [added: (0.6)] | | | | | | | | |

| Tax rate | | | | | | [removed: 20.5] [added: 24.1] | | | | | | [removed: 21.7] [added: 20.5] | | | | | | [removed: 20.5] [added: 21.7] | | | | | | [removed: (1.2)] [added: 3.6] | | | | | | | | |

| Net earnings margin (b) | | | | | | [removed: 6.0] [added: 3.6] | | | | | | [removed: 6.2] [added: 6.0] | | | | | | [removed: 6.0] [added: 6.2] | | | | | | [removed: (0.2)] [added: (2.4)] | | | | | | | | |

Change Healthcare Cyberattack

As previously announced, on February 21, 2024, we identified that cybercrime threat actors had gained access to certain Change Healthcare information technology systems.

Upon detection of this outside threat, we isolated the impacted systems to protect our partners and customers.

We have substantially mitigated the impact to consumers and care providers of the unprecedented cyberattack on the U.S. health system and restored or replaced the majority of the affected Change Healthcare services.

To support care providers we provided interest-free loans of more than $9 billion through December 31, 2024.

For the year ended December 31, 2024, we incurred $2.2 billion of direct response costs, including costs associated with providing interest-free loans; increased medical care expenditures, as we suspended some care management activities to help care providers with their workflow processes; network restoration; and notifications of impacted persons.

Optum Insight also experienced estimated business disruption impacts of $867 million for the year ended December 31, 2024, reflecting lost revenue while maintaining full readiness of the affected Change Healthcare services.

We expect to continue to incur direct response costs and experience business disruption impacts at a lesser extent in 2025 as we work to bring transaction volumes back to pre-event levels and win new business.

We have determined the estimated total number of individuals impacted by the Change Healthcare cyberattack is approximately 190 million.

The vast majority of those people have already been provided individual or substitute notice.

The final number will be confirmed and filed with the Office for Civil Rights.

Change Healthcare is not aware of any misuse of individuals’ information as a result of this incident and has not seen electronic medical record databases appear in the data during the analysis.

It is possible that future risks and uncertainties resulting from the Change Healthcare cyberattack, including risks related to impacted data, litigation, reputational harm, and regulatory actions could adversely affect our financial condition or results of operations.

As expected and contemplated in our benefits design, we have continued to observe increased care patterns, which may continue in future periods.

We also observed an upshift in hospital coding intensity and an acceleration in the prescribing of certain high-cost medications in early response to the Inflation Reduction Act (IRA).

We expect these additional factors to continue into future periods.

As a result of the Change Healthcare cyberattack, we incurred medical costs related to the impact of the temporary suspension of some care management activities, impacting our UnitedHealthcare and Optum Health businesses, to help care providers with their workflow processes.

Early in the second quarter we resumed these activities.

For the year ended December 31, 2024, medical costs related to the temporary suspension of some care management activities were approximately $640 million.

The Medicaid redetermination process has also caused a timing mismatch between the current health status of people served through Medicaid and state rate updates, which remained well short of current care activity.

We expect this gap between people’s health status and rates will narrow in 2025.

The Advance Notice for 2026 rates proposes an industry base rate increase also well short of forward medical cost trend, creating continued pressure in the Medicare Advantage program.

- UnitedHealthcare served 2.1 million more people domestically, driven by growth in commercial offerings, partially offset by the impact of Medicaid redeterminations.

- Earnings from operations of $32.3 billion compared to $32.4 billion last year.

- Diluted earnings per common share was $15.51, impacted by the loss on sale of subsidiary and subsidiaries held for sale.

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

nm = not meaningful

The increases in revenues were primarily driven by growth in Optum Rx, UnitedHealthcare’s domestic offerings and Optum Health, partially offset by the sale of UnitedHealthcare’s Brazil operations.

The MCR increased as a result of the revenue effects of the Medicare funding reductions, Medicaid timing mismatch between people’s health status and rates, upshift in hospital coding intensity, specialty pharmaceutical prescribing patterns, member mix and due to incremental medical costs for accommodations made to care providers as a result of the Change Healthcare cyberattack.

Loss on Sale of Subsidiary and Subsidiaries Held for Sale

On February 6, 2024, the Company completed the sale of its Brazil operations.

During the year ended December 31, 2024, we recorded a loss of $7.1 billion, of which $4.1 billion related to the impact of cumulative foreign currency translation losses previously included in accumulated other comprehensive loss.

In the second quarter of 2024, the Company initiated a plan to sell its remaining South American operations, which were classified as held for sale as of December 31, 2024.

During the year ended December 31, 2024, we recorded a loss of $1.2 billion, of which $855 million related to the impact of cumulative foreign currency translation losses.

| Optum eliminations | | | | | | (4,389) | | | | | | (3,703) | | | | | | (2,760) | | | | | | (686) | | | | | | 19 | | |

| (in millions, except percentages) | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2024 vs. 2023 | | | | | | | | |

Earnings from operations decreased due to Medicare Advantage funding reductions, the impacts of Medicaid redeterminations, member mix and incremental medical costs for accommodations to support care providers as a result of the Change Healthcare cyberattack, partially offset by gains related to business portfolio refinement, including strategic transactions, and the growth in the number of people served through Medicare Advantage and domestic commercial offerings.

Earnings from operations increased with growth at Optum Health and Optum Rx, partially offset by decreased earnings from operations at Optum Insight.

Revenues at Optum Insight decreased primarily due the business disruption impacts from the Change Healthcare cyberattack, partially offset by growth in technology services.

Earnings from operations decreased primarily due to direct response costs and business disruption impacts related to the Change Healthcare cyberattack, partially offset by gains related to business portfolio refinement, including strategic transactions.

During 2023, we observed increased care patterns, primarily related to outpatient procedures for seniors, which we expect will persist throughout 2024, and may continue in future periods.

Pending Disposition. On December 22, 2023, we entered into an agreement to sell our operations in Brazil to a private investor, subject to regulatory approval and other closing conditions.

We completed the disposition on February 6, 2024, and will record a loss of approximately $7 billion in the quarter ended March 31, 2024, the majority of which was due to foreign currency translation losses in accumulated other comprehensive income.

- UnitedHealthcare served nearly 1.1 million more people, driven by growth in commercial and senior offerings.

- Earnings from operations increased by 14%, including an increase of 14% at UnitedHealthcare and 13% at Optum.

- Diluted earnings per common share increased 13% to $23.86.

- Return on equity was 27.0%.

The increases in revenues were primarily driven by growth in the number of people served throughout the year in Medicare Advantage and Medicaid, pricing trends and growth across the Optum businesses.

Revenues also increased due to increased investment income, primarily driven by increased interest rates.

The MCR increased as a result of elevated care activity, primarily relating to outpatient care for seniors, and business mix.

| Optum | | | | | | 15,943 | | | | | | 14,056 | | | | | | 11,995 | | | | | | 1,887 | | | | | | 13 | | |

(a) On January 1, 2022, we realigned our operating segments to combine UnitedHealthcare Global and UnitedHealthcare Employer & Individual.

People served in Medicaid as of December 31, 2023 decreased primarily due to redeterminations, largely occurring in the second half of 2023, partially offset by increased people served with higher acuity needs.

Earnings from operations increased due to increased investment income and the factors impacting revenue, partially offset by elevated care activity, primarily relating to outpatient care for seniors.

Revenues and earnings from operations at Optum Rx increased due to growth in pharmacy offerings and higher script volumes from both new clients and growth in existing clients.

Our revolving bank credit facilities contain various covenants, including covenants requiring us to maintain a defined debt to debt-plus-shareholders’ equity ratio of not more than 60%, subject to increase in certain circumstances set forth in the applicable credit agreement.

As of December 31, 2023, our debt to debt-plus-shareholders’ equity ratio, as defined and calculated under the credit facilities, was 38%.

For example, for the most recent two months, we estimate claim costs incurred by applying

| (0.75)% | | | | | | $ | 880 | |

| (0.50) | | | | | | 585 | | |

| (0.25) | | | | | | 292 | | |

| 0.25 | | | | | | (290) | | |

| 0.50 | | | | | | (579) | | |

| 0.75 | | | | | | (867) | | |

| 3% | | | | | | $ | 1,128 | |

| 2 | | | | | | 752 | | |

| 1 | | | | | | 376 | | |

| (1) | | | | | | (376) | | |

| (2) | | | | | | (752) | | |

| (3) | | | | | | (1,128) | | |

Our primary market risks are exposures to changes in interest rates impacting our investment income and interest expense and the fair value of certain of our fixed-rate investments and [removed: debt, as well as foreign currency exchange rate risk of the U.S. dollar primarily to the Brazilian real and Chilean peso.][added: debt.]

As of December 31, [removed: 2023,] [added: 2024,] we had [removed: $34] [added: $33] billion of financial assets on which the interest rates received vary with market interest rates, which may significantly impact our investment income.

Also as of December 31, [removed: 2023, $20] [added: 2024, $27] billion of our financial liabilities, which include debt and deposit liabilities, were at interest rates which vary with market rates, either directly or through the use of related interest rate swap contracts.

As of December 31, [removed: 2023, $43] [added: 2024, $46] billion of our investments were fixed-rate debt securities and [removed: $44] [added: $49] billion of our debt was non-swapped fixed-rate term debt.

The following tables summarize the impact of hypothetical changes in market interest rates across the entire yield curve by 1% point or 2% points as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] on our investment income and interest expense per annum and the fair value of our investments and debt (in millions, except percentages):

| [removed: 2 %] [added: 2%] | | | | | | $ | 688 | | | | | $ | 393 | | | | | $ | (3,642) | | | | | $ | (8,142) | |

As of December 31, [removed: 2023,] [added: 2024,] we had $4.9 billion of investments in equity securities, primarily consisting of venture [removed: investments,] [added: investments and] employee savings plan related [removed: investments and non-U.S. dollar fixed-income funds.][added: investments.]

| | | | | | | December 31, 2024 | | | | | | | | | | | | | | | | | | | | |

| 2 % | | | | | | $ | 666 | | | | | $ | 537 | | | | | $ | (4,151) | | | | | $ | (8,866) | |

| 1 | | | | | | 333 | | | | | | 268 | | | | | | (2,182) | | | | | | (4,828) | | |

| (1) | | | | | | (333) | | | | | | (252) | | | | | | 2,082 | | | | | | 5,831 | | |

| (2) | | | | | | (666) | | | | | | (503) | | | | | | 4,311 | | | | | | 12,935 | | |

| | | | | | | December 31, 2022 | | | | | | | | | | | | | | | | | | | | |

| 2% | | | | | | $ | 629 | | | | | $ | 327 | | | | | $ | (3,390) | | | | | $ | (7,365) | |

| 1 | | | | | | 314 | | | | | | 164 | | | | | | (1,746) | | | | | | (4,002) | | |

| (1) | | | | | | (314) | | | | | | (135) | | | | | | 1,838 | | | | | | 4,808 | | |

| (2) | | | | | | (629) | | | | | | (266) | | | | | | 3,746 | | | | | | 10,641 | | |

We have an exposure to changes in the value of foreign currencies, primarily the Brazilian real and the Chilean peso, to the U.S. dollar in translation of UnitedHealthcare Employer & Individual’s international business operating results at the average exchange rate over the accounting period, and assets and liabilities at the exchange rate at the end of the accounting period.

The gains or losses resulting from translating foreign assets and liabilities into U.S. dollars are included in equity and comprehensive income.

An appreciation of the U.S. dollar against the Brazilian real or Chilean peso reduces the carrying value of the net assets denominated in those currencies.

For example, as of December 31, 2023, a hypothetical 10% and 25% increase in the value of the U.S. dollar against those currencies would have caused a reduction in net assets of approximately $590 million and $1.3 billion, respectively.

We manage exposure to foreign currency earnings risk primarily by conducting our international business operations in their functional currencies.

Valuations in non-U.S. dollar funds are subject to foreign exchange rates.

UnitedHealthcare offers a full range of health [removed: benefits] [added: benefits,] designed to simplify the health care experience and make it more affordable for consumers to access high-quality care.

- Those who provide care: physicians, hospitals, pharmacies and others seeking to improve the health system and reduce the administrative [removed: burden] [added: burden,] allowing for providers to focus time on patients leading to the best possible patient care and experiences while achieving better health outcomes at lower costs.

Optum Health provides comprehensive and patient-centered care, addressing the physical, mental, social, and financial well-being of [removed: 103] [added: 100] million consumers and serves more than 100 health payer partners.

Optum Health delivers primary, [removed: specialty, surgical] [added: specialty] and [removed: urgent] [added: surgical] care; helps patients and providers navigate and address complex, chronic and behavioral health needs; offers post-acute care planning services; and serves consumers and care providers through advanced, on-demand digital health technologies, such as telehealth and remote patient monitoring, and innovative health care financial services.

Optum Financial, including Optum Bank, serves consumers through more than [removed: 24] [added: 27] million consumer accounts with [removed: nearly $22] [added: $24] billion in assets under management as of December 31, [removed: 2023.][added: 2024.]

Optum Health sells its products primarily through its direct sales force, strategic collaborations and external producers in three key areas: employers, including large, mid-sized and small employers; payers including health plans, third-party administrators (TPAs), underwriter/stop-loss carriers and individual product intermediaries; and public [removed: entities] [added: entities,] including the U.S. Departments of Health and Human Services (HHS), Veterans Affairs, Defense, and other federal, state and local health care agencies.

Optum Insight’s aggregate backlog as of December 31, [removed: 2023] [added: 2024] was approximately [removed: $32.1] [added: $32.8] billion, of which [removed: $18.7] [added: $19.8] billion is expected to be realized within the next 12 months.

The aggregate backlog includes [removed: $11.9] [added: $12.5] billion related to affiliated agreements.

Optum Insight’s aggregate backlog as of December 31, [removed: 2022,] [added: 2023,] was [removed: $30.0] [added: $32.1] billion, including [removed: $10.7] [added: $11.9] billion related to affiliated agreements.

In [removed: 2023,] [added: 2024,] Optum Rx managed [removed: $159] [added: $178] billion in pharmaceutical spending, including [removed: $63] [added: $74] billion in specialty pharmaceutical spending.

UnitedHealthcare [added: arranges for discounted access to care through its extensive networks and] uses Optum’s capabilities to help coordinate and provide patient care, improve affordability of medical care, analyze cost trends, manage pharmacy care services, work with care providers more effectively and create a simpler and more satisfying consumer and physician experience.

See further discussion of our regulatory environment below under [“Government [removed: Regulation”](#i59863b37127344c7ba6c6c09951174ce_19)] [added: Regulation”](#i5df38065a2cf44208c456280ada6b201_19)] and in [Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations.”](#i59863b37127344c7ba6c6c09951174ce_52)][added: Operations.”](#i5df38065a2cf44208c456280ada6b201_55)]

As of December 31, [removed: 2023,] [added: 2024,] UnitedHealthcare Employer & Individual provides access to medical services for [removed: 27.3] [added: 29.7] million people.

Through its administrative and other management services arrangements to customers who elect to self-fund the health care costs of their employees and employees’ dependents, UnitedHealthcare Employer & Individual receives a fixed [removed: monthly service fee per individual served.]

UnitedHealthcare Employer & Individual’s major product families include consumer engagement products, such as high-deductible consumer driven benefit plans and a variety of innovative consumer centric products; traditional products; clinical and pharmacy products; and specialty benefits, such as vision, dental, [removed: hearing,] accident protection, critical illness, disability and hospital indemnity offerings.

UnitedHealthcare Medicare & Retirement has extensive distribution capabilities and experience, including direct marketing to consumers on behalf of its key clients, [removed: including AARP, the nation’s largest] [added: a] membership [removed: organization dedicated to the needs of people age 50 and over,] [added: organization,] and state and U.S. government agencies.

UnitedHealthcare Medicare & Retirement served [removed: 7.7] [added: 7.8] million people through its Medicare Advantage products as of December 31, [removed: 2023.][added: 2024.]

We have continued to enhance our offerings, focusing on more digital and physical care resources in the home, expanding our concierge navigation services and enabling the home as a safe and effective setting [removed: of] [added: for] care.

For example, through our HouseCalls program, nurse practitioners performed [removed: more than 2.7] [added: 2.9] million clinical preventive home care visits in [removed: 2023] [added: 2024] to address unmet care opportunities and close gaps in care.

As of December 31, [removed: 2023,] [added: 2024,] UnitedHealthcare enrolled [removed: 10.2] [added: 10.1] million people in the Medicare Part D programs, including [removed: 3.3] [added: 3.1] million individuals in stand-alone Medicare Part D plans, with the remainder in Medicare Advantage plans incorporating Medicare Part D coverage.

[added: UnitedHealthcare] Medicare & Retirement served [removed: 4.4] [added: 4.3] million seniors nationwide through various Medicare Supplement products [removed: in association with AARP] as of December 31, [removed: 2023.][added: 2024.]

Premium revenues from CMS represented 40% of UnitedHealth Group’s total consolidated revenues for the year ended December 31, [removed: 2023,] [added: 2024,] most of which were generated by UnitedHealthcare Medicare & Retirement.

As of December 31, [removed: 2023,] [added: 2024,] UnitedHealthcare Community & State participated in programs in [removed: 32] [added: 33] states and the District of Columbia, and served more than [removed: 7.8] [added: 7.4] million people; including [removed: 1.3] [added: 1.2] million people through Medicaid expansion programs in [removed: 19] [added: 20] states under the Patient Protection and Affordable Care Act (ACA).

See [Part I, Item 1A, “Risk [removed: Factors”](#i59863b37127344c7ba6c6c09951174ce_22)] [added: Factors”](#i5df38065a2cf44208c456280ada6b201_22)] for a discussion of the risks related to our compliance with U.S. federal and state and international laws and regulations.

Our businesses are also subject to laws and regulations relating to consumer protection, anti-fraud and abuse, anti-kickbacks, false claims, prohibited referrals, inappropriate reduction or limitation of health care services, anti-money [removed: laundering,] [added: laundering and] securities and antitrust compliance.

Our businesses must comply with the Health Information Technology for Economic and Clinical Health Act [removed: (HITECH)] [added: (HITECH),] which regulates matters relating to privacy, security and data standards.

[added: HITECH imposes requirements on uses and disclosures of] health information; includes contracting requirements for HIPAA business associate agreements; extends parts of HIPAA privacy and security provisions to business associates; adds federal data breach notification requirements for covered entities and business associates and reporting requirements to HHS and the Federal Trade Commission (FTC) and, in some cases, to the local media; strengthens enforcement and imposes higher financial penalties for HIPAA violations and, in certain cases, imposes criminal penalties for individuals, including employees.

[added: Different approaches to state privacy] and insurance regulation and varying enforcement philosophies may materially and adversely affect our ability to standardize our products and services across state lines.

See [Part I, Item 1A, “Risk [removed: Factors”](#i59863b37127344c7ba6c6c09951174ce_22)] [added: Factors”](#i5df38065a2cf44208c456280ada6b201_22)] for a discussion of the risks related to compliance with state privacy and security regulations.

See [Part I, Item 1A, “Risk [removed: Factors”](#i59863b37127344c7ba6c6c09951174ce_22)] [added: Factors”](#i5df38065a2cf44208c456280ada6b201_22)] for a discussion of the risks related to our pharmacy care services businesses.

Optum Bank is also subject to supervision and regulation by the Utah State Department of Financial Institutions, which carries out annual examinations to ensure the bank is operating in accordance with state safety and soundness requirements and performs periodic examinations of [added: the bank’s compliance with applicable state banking statutes, regulations and agency guidelines.]

See [Part I, Item 1A, “Risk [removed: Factors”](#i59863b37127344c7ba6c6c09951174ce_22)] [added: Factors”](#i5df38065a2cf44208c456280ada6b201_22)] for additional discussion of our risks related to competition.

Our [removed: more than 440,000] [added: nearly 400,000] employees, as of December 31, [removed: 2023,] [added: 2024,] including [removed: nearly 160,000] [added: more than 140,000] clinical professionals, are guided by our mission to help people live healthier lives and help make the health system work better for everyone.

We are committed to developing our people and culture by creating an inclusive environment where people of diverse [added: talents,] backgrounds, experiences and perspectives make us better.

We strive to maintain a [added: skilled,] sustainable and diverse talent pipeline by building strong strategic partnerships and outreach through early career programs, internships and apprenticeships.

We prioritize pay equity by [added: objectively and] regularly evaluating and reviewing our compensation practices by [added: performance, age, experience,] gender, ethnicity and race.

The following sets forth certain information regarding our executive officers as of February [removed: 28, 2024,] [added: 27, 2025,] including the business experience of each executive officer during the past five years:

| Andrew Witty | | | | | | [removed: 59] [added: 60] | | | | | | Chief Executive Officer | | |

| [removed: Dirk McMahon] [added: John Rex] | | | | | | [removed: 64] [added: 63] | | | | | | President and Chief [removed: Operating] [added: Financial] Officer | | |

| [removed: John Rex] [added: Erin McSweeney] | | | | | | [removed: 62] [added: 60] | | | | | | Executive Vice President and Chief [removed: Financial] [added: People] Officer | | |

monthly service fee per individual served.

| Heather Cianfrocco | | | | | | 51 | | | | | | Chief Executive Officer, Optum | | |

Previously, Heather served as Optum's President and held numerous leadership roles since joining UnitedHealth Group from 2008 until April 2024, including serving as Chief Executive Officer of Optum Rx, Chief Executive Officer for Optum's Health Services and Chief Executive Officer of UnitedHealthcare Community & State.

*Tim Noel* has served as Chief Executive Officer of UnitedHealthcare since January 2025.

Previously, Tim served as Chief Executive Officer of UnitedHealthcare’s Medicare & Retirement business and held numerous leadership roles since joining UnitedHealth Group from 2007 until January 2025, including serving as Chief Financial Officer and Senior Vice President of federal products for Medicare & Retirement.

Previously, Chris served as Chief Legal Officer of Optum from September 2020 until May 2024.

Prior to joining Optum in 2020, Chris was Vice President at Johnson & Johnson, a pharmaceutical company.

Chris also held several leadership roles at UnitedHealth Group from May 2011 to September 2019, including Head of Litigation and General Counsel of the organization’s government businesses.

Our executive offices are located at 1 Health Drive, Eden Prairie, Minnesota 55344 and 655 New York Avenue, Washington, DC 20001; our telephone number is (800) 328-5979.

In the United States, UnitedHealthcare arranges for discounted access to care through networks which, as of December 31, 2023, include 1.8 million physicians and other health care professionals and nearly 7,200 hospitals and other facilities.

Globally, UnitedHealthcare Employer & Individual serves 7.8 million people with medical and dental benefits, typically in exchange for a monthly premium per member, residing principally in Brazil, Chile, Colombia and Peru, but also in more than 150 other countries.

UnitedHealthcare Employer & Individual offers health care delivery in our principal global markets

through hospitals, outpatient and ambulatory clinics and surgery centers to UnitedHealthcare Employer & Individual global members and consumers served by other payers.

UnitedHealthcare

HITECH imposes requirements on uses and disclosures of

Different approaches to state privacy

the bank’s compliance with applicable state banking statutes, regulations and agency guidelines.

| Erin McSweeney | | | | | | 59 | | | | | | Executive Vice President and Chief People Officer | | |

He previously served as Chief Executive Officer of UnitedHealthcare from June 2019 to April 2021, President and Chief Operating Officer of Optum from April 2017 to June 2019 and Executive Vice President, Operations at UnitedHealth Group from November 2014 to April 2017.

Dirk also served as Chief Executive Officer of Optum Rx from November 2011 to November 2014.

Prior to 2011, he held various positions in UnitedHealthcare in operations, technology and finance.

Prior to joining UnitedHealth Group, Rupert served as Senior Vice President, General Counsel and Corporate Secretary at Reckitt Benckiser Group, a consumer goods group focused on hygiene, health and nutrition products, from January 2017 to February 2022.

Prior to his service with Reckitt Benckiser Group, he served as Group General Counsel of BP plc, an international energy company, and, among his prior positions, as Senior Vice President and General Counsel of GlaxoSmithKline, a global pharmaceutical company.

Prior to his service in this role, he served as Chief Executive Officer of UnitedHealthcare's government programs including Medicare & Retirement and Community & State from July 2019 to April 2021; as Chief Executive Officer of Medicare & Retirement from April 2017 to July 2019; and as Chief Financial Officer of UnitedHealthcare’s Employer & Individual and Medicare & Retirement businesses from August 2010 to April 2017.

Our executive offices are located at UnitedHealth Group Center, 9900 Bren Road East, Minnetonka, Minnesota 55343; our telephone number is (952) 936-1300.

The information required by this Item 3 is incorporated herein by reference to the information set forth under the captions “Legal Matters” and “Government Investigations, Audits and Reviews” in [Note 12 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary [removed: Data”](#i59863b37127344c7ba6c6c09951174ce_196)][added: Data”](#i5df38065a2cf44208c456280ada6b201_193)]

For the fiscal year ended December 31, [removed: 2023][added: 2024]

][added: Clean.jpg](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unh-20241231_g1.jpg)]

| Delaware | | | | | | | | | [added: | | | | | |] 41-1321939 | | | [added: | | | | | | | | |]

| (State or other jurisdiction of incorporation or organization) | | | | | | | | | [added: | | | | | |] (I.R.S. Employer Identification No.) | | | [added: | | | | | | | | |]

| (Address of principal executive offices) | | | | | | | | | (Zip Code) | | | [added: | | | (Address of principal executive offices) | | | | | | | | | (Zip Code) | | |]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, [removed: 2023] [added: 2024] was [removed: $444,627,758,226] [added: $468,433,146,650] (based on the last reported sale price of [removed: $480.64] [added: $509.26] per share on June 30, [removed: 2023] [added: 2024] as reported on the New York Stock Exchange), excluding only shares of voting stock held beneficially by directors, executive officers and subsidiaries of the registrant.

As of January 31, [removed: 2024,] [added: 2025,] there were [removed: 921,934,109] [added: 914,712,333] shares of the registrant’s Common Stock, $.01 par value per share, issued and outstanding.

The information required by Part III of this report, to the extent not set forth herein, is incorporated by reference from the registrant’s definitive proxy statement relating to its [removed: 2024] [added: 2025] Annual Meeting of Shareholders.

| Item 1. | | | [removed: [Business](#i59863b37127344c7ba6c6c09951174ce_13)] [added: [Business](#i5df38065a2cf44208c456280ada6b201_13)] | | | [removed: [1](#i59863b37127344c7ba6c6c09951174ce_13)] [added: [1](#i5df38065a2cf44208c456280ada6b201_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i59863b37127344c7ba6c6c09951174ce_22)] [added: Factors](#i5df38065a2cf44208c456280ada6b201_22)] | | | [removed: [10](#i59863b37127344c7ba6c6c09951174ce_22)] [added: [10](#i5df38065a2cf44208c456280ada6b201_22)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i59863b37127344c7ba6c6c09951174ce_25)] [added: Comments](#i5df38065a2cf44208c456280ada6b201_25)] | | | [removed: [20](#i59863b37127344c7ba6c6c09951174ce_25)] [added: [20](#i5df38065a2cf44208c456280ada6b201_25)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i59863b37127344c7ba6c6c09951174ce_2518)] [added: [Cybersecurity](#i5df38065a2cf44208c456280ada6b201_28)] | | | [removed: [21](#i59863b37127344c7ba6c6c09951174ce_2518)] [added: [21](#i5df38065a2cf44208c456280ada6b201_28)] | | |

| Item 2. | | | [removed: [Properties](#i59863b37127344c7ba6c6c09951174ce_28)] [added: [Properties](#i5df38065a2cf44208c456280ada6b201_31)] | | | [removed: [22](#i59863b37127344c7ba6c6c09951174ce_28)] [added: [22](#i5df38065a2cf44208c456280ada6b201_31)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i59863b37127344c7ba6c6c09951174ce_31)] [added: Proceedings](#i5df38065a2cf44208c456280ada6b201_34)] | | | [removed: [22](#i59863b37127344c7ba6c6c09951174ce_31)] [added: [22](#i5df38065a2cf44208c456280ada6b201_34)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i59863b37127344c7ba6c6c09951174ce_34)] [added: Disclosures](#i5df38065a2cf44208c456280ada6b201_37)] | | | [removed: [22](#i59863b37127344c7ba6c6c09951174ce_34)] [added: [22](#i5df38065a2cf44208c456280ada6b201_37)] | | |

| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i59863b37127344c7ba6c6c09951174ce_40)] [added: Securities](#i5df38065a2cf44208c456280ada6b201_43)] | | | [removed: [22](#i59863b37127344c7ba6c6c09951174ce_40)] [added: [22](#i5df38065a2cf44208c456280ada6b201_43)] | | |

| Item 6. | | | [removed: [Reserved](#i59863b37127344c7ba6c6c09951174ce_49)] [added: [Reserved](#i5df38065a2cf44208c456280ada6b201_52)] | | | [removed: [23](#i59863b37127344c7ba6c6c09951174ce_49)] [added: [23](#i5df38065a2cf44208c456280ada6b201_52)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i59863b37127344c7ba6c6c09951174ce_52)] [added: Operations](#i5df38065a2cf44208c456280ada6b201_55)] | | | [removed: [24](#i59863b37127344c7ba6c6c09951174ce_52)] [added: [24](#i5df38065a2cf44208c456280ada6b201_55)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i59863b37127344c7ba6c6c09951174ce_70)] [added: Risk](#i5df38065a2cf44208c456280ada6b201_73)] | | | [removed: [33](#i59863b37127344c7ba6c6c09951174ce_70)] [added: [36](#i5df38065a2cf44208c456280ada6b201_73)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i59863b37127344c7ba6c6c09951174ce_73)] [added: Data](#i5df38065a2cf44208c456280ada6b201_76)] | | | [removed: [35](#i59863b37127344c7ba6c6c09951174ce_73)] [added: [37](#i5df38065a2cf44208c456280ada6b201_76)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i59863b37127344c7ba6c6c09951174ce_205)] [added: Disclosure](#i5df38065a2cf44208c456280ada6b201_202)] | | | [removed: [66](#i59863b37127344c7ba6c6c09951174ce_205)] [added: [67](#i5df38065a2cf44208c456280ada6b201_202)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i59863b37127344c7ba6c6c09951174ce_208)] [added: Procedures](#i5df38065a2cf44208c456280ada6b201_205)] | | | [removed: [66](#i59863b37127344c7ba6c6c09951174ce_208)] [added: [67](#i5df38065a2cf44208c456280ada6b201_205)] | | |

| Item 9B. | | | [Other [removed: Information](#i59863b37127344c7ba6c6c09951174ce_223)] [added: Information](#i5df38065a2cf44208c456280ada6b201_220)] | | | [removed: [69](#i59863b37127344c7ba6c6c09951174ce_223)] [added: [69](#i5df38065a2cf44208c456280ada6b201_220)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#i59863b37127344c7ba6c6c09951174ce_226)] [added: Inspections](#i5df38065a2cf44208c456280ada6b201_223)] | | | [removed: [69](#i59863b37127344c7ba6c6c09951174ce_226)] [added: [69](#i5df38065a2cf44208c456280ada6b201_223)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i59863b37127344c7ba6c6c09951174ce_232)] [added: Governance](#i5df38065a2cf44208c456280ada6b201_229)] | | | [removed: [69](#i59863b37127344c7ba6c6c09951174ce_232)] [added: [69](#i5df38065a2cf44208c456280ada6b201_229)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i59863b37127344c7ba6c6c09951174ce_235)] [added: Compensation](#i5df38065a2cf44208c456280ada6b201_232)] | | | [removed: [69](#i59863b37127344c7ba6c6c09951174ce_235)] [added: [70](#i5df38065a2cf44208c456280ada6b201_232)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i59863b37127344c7ba6c6c09951174ce_238)] [added: Matters](#i5df38065a2cf44208c456280ada6b201_235)] | | | [removed: [70](#i59863b37127344c7ba6c6c09951174ce_238)] [added: [70](#i5df38065a2cf44208c456280ada6b201_235)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i59863b37127344c7ba6c6c09951174ce_241)] [added: Independence](#i5df38065a2cf44208c456280ada6b201_238)] | | | [removed: [70](#i59863b37127344c7ba6c6c09951174ce_241)] [added: [70](#i5df38065a2cf44208c456280ada6b201_238)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i59863b37127344c7ba6c6c09951174ce_244)] [added: Services](#i5df38065a2cf44208c456280ada6b201_241)] | | | [removed: [70](#i59863b37127344c7ba6c6c09951174ce_244)] [added: [70](#i5df38065a2cf44208c456280ada6b201_241)] | | |

| Item 15. | | | [Exhibit and Financial Statement [removed: Schedules](#i59863b37127344c7ba6c6c09951174ce_250)] [added: Schedules](#i5df38065a2cf44208c456280ada6b201_247)] | | | [removed: [71](#i59863b37127344c7ba6c6c09951174ce_250)] [added: [71](#i5df38065a2cf44208c456280ada6b201_247)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i59863b37127344c7ba6c6c09951174ce_268)] [added: Summary](#i5df38065a2cf44208c456280ada6b201_265)] | | | [removed: [79](#i59863b37127344c7ba6c6c09951174ce_268)] [added: [79](#i5df38065a2cf44208c456280ada6b201_265)] | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 1 Health Drive | | | | | | | | | 55344 | | | | | | 655 New York Avenue NW | | | | | | | | | 20001 | | |

| Eden Prairie, | | | Minnesota | | | | | | | | | Washington, | | | DC | | | | | | | | | | | |

(800) 328-5979

| [Signatures](#i5df38065a2cf44208c456280ada6b201_268) | | | | | | [80](#i5df38065a2cf44208c456280ada6b201_268) | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| UnitedHealth Group Center | | | | | | | | | 55343 | | |

| 9900 Bren Road East | | | | | | | | | | | |

| Minnetonka, | | | Minnesota | | | | | | | | |

(952) 936-1300

| [Signatures](#i59863b37127344c7ba6c6c09951174ce_271) | | | | | | [80](#i59863b37127344c7ba6c6c09951174ce_271) | | |

Our cybersecurity program is managed by our Chief Digital and Technology Officer and [added: our] Chief [removed: Information] Security Officer.

The Audit and Finance Committee of the Board of Directors has oversight of our cybersecurity program and is responsible for reviewing and assessing the [added: effectiveness of the] Company’s cybersecurity and data protection policies, procedures and resource commitment, including key risk areas and mitigation strategies.

As part of this process, the Audit and Finance Committee receives regular updates from the Chief Digital and Technology Officer and [added: the] Chief [removed: Information] Security Officer on critical issues related to our information security risks, cybersecurity strategy, supplier risk and business continuity capabilities.

The Company’s framework includes an incident management and response program that continuously monitors the Company’s information systems for vulnerabilities, threats and incidents; manages and takes action to contain incidents that occur; remediates vulnerabilities; and communicates the details of [added: significant] threats and incidents to management, including the Chief Digital and Technology Officer and [added: the] Chief [removed: Information] Security Officer, as deemed necessary or appropriate.

Pursuant to the Company’s incident response plan, incidents are reported to the Audit and Finance [removed: Committee,] [added: Committee and] appropriate government agencies and other authorities, as deemed necessary or appropriate, considering the actual or potential impact, significance and scope.

We [removed: work to] require our third-party partners and contractors to handle data in accordance with our data privacy and information security requirements and applicable laws.

We regularly engage with our suppliers, partners, contractors, service providers and internal development teams to identify and remediate vulnerabilities in a timely manner and monitor system upgrades to mitigate future risk, and [removed: ensure] [added: evaluate whether] they employ appropriate and effective controls and continuity plans for their systems and operations.

We complete an enterprise information risk assessment as part of our overall enterprise information security risk management assessment, which is overseen by our Chief [removed: Information] Security Officer.

We evaluate our enterprise information security risk to [removed: ensure we] address [removed: any] unexpected or unforeseen changes in the risk environment or our systems and the resulting impacts are communicated to the Company’s overall enterprise risk management program.

We believe our Chief Digital and Technology Officer and [added: our] Chief [removed: Information] Security Officer have the appropriate knowledge and expertise to effectively manage our cybersecurity program.

As of December 31, [removed: 2023,] [added: 2024,] the Company has not identified any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations or financial condition, but there can be no assurance that any such risk will not materially affect the Company in the future.

For further information about the cybersecurity risks we face, and potential impacts, see [Part I, Item 1A, “Risk [removed: Factors.”](#i59863b37127344c7ba6c6c09951174ce_22)][added: Factors.”](#i5df38065a2cf44208c456280ada6b201_22)]

The Audit and Finance Committee has also added a leading cybersecurity incident and response firm to serve as its advisor on cybersecurity matters.

Our Chief Security Officer has more than 30 years of experience as a security professional in both the private and public sectors, including in law enforcement.

Prior to joining UnitedHealth Group, he served in security leadership roles at several large multinational corporations and has additionally served on cybersecurity advisory boards for some of the largest corporations in the country.

Our Chief Information Security Officer has experience leading a global digital portfolio for a large multinational corporation and held key leadership roles for a large technology and software company, including overseeing information security, before joining UnitedHealth Group.

On February 22, 2024, we disclosed the occurrence of a cybersecurity incident.

We continue to investigate the extent of the incident, which we believe was committed by cybercrime threat actors.

As of the date of this report, we have not determined the incident is reasonably likely to materially impact our financial condition or results of operations.

On January 31, [removed: 2024,] [added: 2025,] there were [removed: 9,853] [added: 9,323] holders of record of our common stock.

In June [removed: 2023,] [added: 2024,] our Board of Directors increased the Company’s quarterly cash dividend to shareholders to an annual rate of [removed: $7.52] [added: $8.40] compared to [removed: $6.60] [added: $7.52] per share, which the Company had paid since June [removed: 2022.][added: 2023.]

Fourth Quarter [removed: 2023][added: 2024]

(a) In November 1997, our Board of Directors adopted a share repurchase program, which the Board [added: of Directors] evaluates periodically.

In June [removed: 2018,] [added: 2024,] the Board of Directors [removed: renewed] [added: amended] our share repurchase program [removed: with an authorization] to [added: authorize the] repurchase [added: of] up to [removed: 100] [added: 35] million shares of our common stock in open market purchases or other types of transactions (including prepaid or structured repurchase [removed: programs).][added: programs), in addition to all remaining shares authorized to be repurchased under the Board’s 2018 renewal of the program.]

The following performance graph compares the cumulative five-year total return to shareholders on our common stock relative to the cumulative total returns of the S&P [added: 500] Health Care Index, the Dow Jones US Industrial Average Index and the S&P 500 Index for the five-year period ended December 31, [removed: 2023.][added: 2024.]

The comparisons assume the investment of $100 on December 31, [removed: 2018] [added: 2019] in our common stock and in each index, and the reinvestment of dividends when paid.

![UNH [removed: 2023] [added: 2024] Performance [removed: Graph.jpg](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unh-20231231_g2.jpg)][added: Graph.jpg](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unh-20241231_g2.jpg)]

| October 31, 2024 | | | | | | 2.6 | | | | | | $ | 568.70 | | | | | 2.6 | | | | | | 39.6 | | |

| November 30, 2024 | | | | | | 0.9 | | | | | | 593.39 | | | | | | 0.9 | | | | | | 38.7 | | |

| December 31, 2024 | | | | | | 5.6 | | | | | | 513.93 | | | | | | 5.6 | | | | | | 33.1 | | |

| Total | | | | | | 9.1 | | | | | | $ | 537.14 | | | | | 9.1 | | | | | | | | |

| | | | 12/19 | | | | | | 12/20 | | | | | | 12/21 | | | | | | 12/22 | | | | | | 12/23 | | | | | | 12/24 | | |

| UnitedHealth Group | | | $ | 100.00 | | | | | $ | 121.20 | | | | | $ | 176.01 | | | | | $ | 188.23 | | | | | $ | 189.73 | | | | | $ | 185.15 | |

| S&P 500 Health Care Index | | | 100.00 | | | | | | 113.45 | | | | | | 143.09 | | | | | | 140.29 | | | | | | 143.18 | | | | | | 146.87 | | |

| Dow Jones US Industrial Average | | | 100.00 | | | | | | 109.72 | | | | | | 132.71 | | | | | | 123.60 | | | | | | 143.60 | | | | | | 165.12 | | |

| S&P 500 Index | | | 100.00 | | | | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.59 | | | | | | 197.02 | | |

| October 31, 2023 | | | | | | 1.0 | | | | | | $ | 524.30 | | | | | 1.0 | | | | | | 16.7 | | |

| November 30, 2023 | | | | | | 0.9 | | | | | | 537.53 | | | | | | 0.9 | | | | | | 15.8 | | |

| December 31, 2023 | | | | | | 0.9 | | | | | | 544.83 | | | | | | 0.9 | | | | | | 14.9 | | |

| Total | | | | | | 2.8 | | | | | | $ | 535.34 | | | | | 2.8 | | | | | | | | |

| | | | 12/18 | | | | | | 12/19 | | | | | | 12/20 | | | | | | 12/21 | | | | | | 12/22 | | | | | | 12/23 | | |

| UnitedHealth Group | | | $ | 100.00 | | | | | $ | 119.99 | | | | | $ | 145.43 | | | | | $ | 211.18 | | | | | $ | 225.85 | | | | | $ | 227.65 | |

| S&P Health Care Index | | | 100.00 | | | | | | 120.82 | | | | | | 137.07 | | | | | | 172.89 | | | | | | 169.51 | | | | | | 172.99 | | |

| Dow Jones US Industrial Average | | | 100.00 | | | | | | 125.34 | | | | | | 137.53 | | | | | | 166.34 | | | | | | 154.92 | | | | | | 180.00 | | |

| S&P 500 Index | | | 100.00 | | | | | | 131.49 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | |

| [Report of Independent Registered Public Accounting Firm [removed: (](#i59863b37127344c7ba6c6c09951174ce_76)[PCAOB] [added: (](#i5df38065a2cf44208c456280ada6b201_79)[PCAOB] ID [removed: No](#i59863b37127344c7ba6c6c09951174ce_76) 34[)](#i59863b37127344c7ba6c6c09951174ce_76)] [added: No](#i5df38065a2cf44208c456280ada6b201_79) 34[)](#i5df38065a2cf44208c456280ada6b201_79)] | | | [removed: [36](#i59863b37127344c7ba6c6c09951174ce_76)] [added: [38](#i5df38065a2cf44208c456280ada6b201_79)] | | |

| [Consolidated Balance [removed: Sheets](#i59863b37127344c7ba6c6c09951174ce_79)] [added: Sheets](#i5df38065a2cf44208c456280ada6b201_82)] | | | [removed: [38](#i59863b37127344c7ba6c6c09951174ce_79)] [added: [40](#i5df38065a2cf44208c456280ada6b201_82)] | | |

| [Consolidated Statements of [removed: Operations](#i59863b37127344c7ba6c6c09951174ce_85)] [added: Operations](#i5df38065a2cf44208c456280ada6b201_85)] | | | [removed: [39](#i59863b37127344c7ba6c6c09951174ce_85)] [added: [41](#i5df38065a2cf44208c456280ada6b201_85)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i59863b37127344c7ba6c6c09951174ce_88)] [added: Income](#i5df38065a2cf44208c456280ada6b201_88)] | | | [removed: [40](#i59863b37127344c7ba6c6c09951174ce_88)] [added: [42](#i5df38065a2cf44208c456280ada6b201_88)] | | |

| [Consolidated Statements of Changes in [removed: Equity](#i59863b37127344c7ba6c6c09951174ce_91)] [added: Equity](#i5df38065a2cf44208c456280ada6b201_91)] | | | [removed: [41](#i59863b37127344c7ba6c6c09951174ce_91)] [added: [43](#i5df38065a2cf44208c456280ada6b201_91)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i59863b37127344c7ba6c6c09951174ce_94)] [added: Flows](#i5df38065a2cf44208c456280ada6b201_94)] | | | [removed: [42](#i59863b37127344c7ba6c6c09951174ce_94)] [added: [44](#i5df38065a2cf44208c456280ada6b201_94)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i59863b37127344c7ba6c6c09951174ce_97)] [added: Statements](#i5df38065a2cf44208c456280ada6b201_97)] | | | [removed: [43](#i59863b37127344c7ba6c6c09951174ce_97)] [added: [45](#i5df38065a2cf44208c456280ada6b201_97)] | | |

| [1. Description of [removed: Business](#i59863b37127344c7ba6c6c09951174ce_100)] [added: Business](#i5df38065a2cf44208c456280ada6b201_100)] | | | [removed: [43](#i59863b37127344c7ba6c6c09951174ce_100)] [added: [45](#i5df38065a2cf44208c456280ada6b201_100)] | | |

| [2. Basis of Presentation, Use of Estimates and Significant Accounting [removed: Policies](#i59863b37127344c7ba6c6c09951174ce_103)] [added: Policies](#i5df38065a2cf44208c456280ada6b201_103)] | | | [removed: [43](#i59863b37127344c7ba6c6c09951174ce_103)] [added: [45](#i5df38065a2cf44208c456280ada6b201_103)] | | |

| [3. [removed: Investments](#i59863b37127344c7ba6c6c09951174ce_160)] [added: Investments](#i5df38065a2cf44208c456280ada6b201_160)] | | | [removed: [48](#i59863b37127344c7ba6c6c09951174ce_160)] [added: [50](#i5df38065a2cf44208c456280ada6b201_160)] | | |

| [4. Fair [removed: Value](#i59863b37127344c7ba6c6c09951174ce_163)] [added: Value](#i5df38065a2cf44208c456280ada6b201_163)] | | | [removed: [49](#i59863b37127344c7ba6c6c09951174ce_163)] [added: [51](#i5df38065a2cf44208c456280ada6b201_163)] | | |

| [5. Property, Equipment and Capitalized [removed: Software](#i59863b37127344c7ba6c6c09951174ce_166)] [added: Software](#i5df38065a2cf44208c456280ada6b201_166)] | | | [removed: [52](#i59863b37127344c7ba6c6c09951174ce_166)] [added: [54](#i5df38065a2cf44208c456280ada6b201_166)] | | |

| [6. Goodwill and Other Intangible [removed: Assets](#i59863b37127344c7ba6c6c09951174ce_169)] [added: Assets](#i5df38065a2cf44208c456280ada6b201_169)] | | | [removed: [52](#i59863b37127344c7ba6c6c09951174ce_169)] [added: [54](#i5df38065a2cf44208c456280ada6b201_169)] | | |

| [7. Medical Costs [removed: Payable](#i59863b37127344c7ba6c6c09951174ce_172)] [added: Payable](#i5df38065a2cf44208c456280ada6b201_172)] | | | [removed: [53](#i59863b37127344c7ba6c6c09951174ce_172)] [added: [55](#i5df38065a2cf44208c456280ada6b201_172)] | | |

| [8. Short-Term Borrowings and Long-Term [removed: Debt](#i59863b37127344c7ba6c6c09951174ce_175)] [added: Debt](#i5df38065a2cf44208c456280ada6b201_175)] | | | [removed: [55](#i59863b37127344c7ba6c6c09951174ce_175)] [added: [57](#i5df38065a2cf44208c456280ada6b201_175)] | | |

| [9. Income [removed: Taxes](#i59863b37127344c7ba6c6c09951174ce_178)] [added: Taxes](#i5df38065a2cf44208c456280ada6b201_178)] | | | [removed: [57](#i59863b37127344c7ba6c6c09951174ce_178)] [added: [58](#i5df38065a2cf44208c456280ada6b201_178)] | | |

| [10. Shareholders’ [removed: Equity](#i59863b37127344c7ba6c6c09951174ce_184)] [added: Equity](#i5df38065a2cf44208c456280ada6b201_184)] | | | [removed: [59](#i59863b37127344c7ba6c6c09951174ce_184)] [added: [60](#i5df38065a2cf44208c456280ada6b201_184)] | | |

| [11. Share-Based [removed: Compensation](#i59863b37127344c7ba6c6c09951174ce_190)] [added: Compensation](#i5df38065a2cf44208c456280ada6b201_187)] | | | [removed: [60](#i59863b37127344c7ba6c6c09951174ce_190)] [added: [61](#i5df38065a2cf44208c456280ada6b201_187)] | | |

| [12. Commitments and [removed: Contingencies](#i59863b37127344c7ba6c6c09951174ce_196)] [added: Contingencies](#i5df38065a2cf44208c456280ada6b201_193)] | | | [removed: [62](#i59863b37127344c7ba6c6c09951174ce_196)] [added: [63](#i5df38065a2cf44208c456280ada6b201_193)] | | |

| [14. Segment Financial [removed: Information](#i59863b37127344c7ba6c6c09951174ce_202)] [added: Information](#i5df38065a2cf44208c456280ada6b201_199)] | | | [removed: [64](#i59863b37127344c7ba6c6c09951174ce_202)] [added: [65](#i5df38065a2cf44208c456280ada6b201_199)] | | |

We have audited the accompanying consolidated balance sheets of UnitedHealth Group Incorporated and Subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements [removed: referred to above] present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: *Internal] [added: Internal] Control — Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 28, 2024] [added: 27, 2025] expressed an unqualified opinion on the Company’s internal control over financial reporting.

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 [added: the] applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Those standards require that we plan and perform the [removed: audits] [added: audit] to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

–Performing a retrospective review comparing management’s prior year estimate of IBNR to claims processed in [removed: 2023] [added: 2024] with dates of service in [removed: 2022] [added: 2023] or prior.

| (in millions, except per share data) | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | |

| Cash and cash equivalents | | | | | | $ | [removed: 25,427] [added: 25,312] | | | | | $ | [removed: 23,365] [added: 25,427] | |

| Short-term investments | | | | | | [removed: 4,201] [added: 3,801] | | | | | | [removed: 4,546] [added: 4,201] | | |

| Accounts receivable, net of allowances of [removed: $1,000] [added: $985] and [removed: $877] [added: $1,000] | | | | | | [removed: 21,276] [added: 22,365] | | | | | | [removed: 17,681] [added: 21,276] | | |

| Other current receivables, net of allowances of [removed: $2,084] [added: $2,864] and [removed: $1,433] [added: $2,084] | | | | | | [removed: 17,694] [added: 26,089] | | | | | | [removed: 12,769] [added: 17,694] | | |

| Assets under management | | | | | | [removed: 3,755] [added: —] | | | | | | [removed: 4,087] [added: 3,755] | | |

| Prepaid expenses and other current assets | | | | | | [removed: 6,084] [added: 8,212] | | | | | | [removed: 6,621] [added: 6,084] | | |

| Total current assets | | | | | | [removed: 78,437] [added: 85,779] | | | | | | [removed: 69,069] [added: 78,437] | | |

| Long-term investments | | | | | | [removed: 47,609] [added: 52,354] | | | | | | [removed: 43,728] [added: 47,609] | | |

| Property, equipment and capitalized software, net of accumulated depreciation and amortization of [removed: $7,039] [added: $6,971] and [removed: $6,930] [added: $7,039] | | | | | | [removed: 11,450] [added: 10,553] | | | | | | [removed: 10,128] [added: 11,450] | | |

| Goodwill | | | | | | [removed: 103,732] [added: 106,734] | | | | | | [removed: 93,352] [added: 103,732] | | |

| Other intangible assets, net of accumulated amortization of [removed: $7,279] [added: $8,350] and [removed: $6,137] [added: $7,279] | | | | | | [removed: 15,194] [added: 23,268] | | | | | | [removed: 14,401] [added: 15,194] | | |

| Other assets | | | | | | [removed: 17,298] [added: 19,590] | | | | | | [removed: 15,027] [added: 17,298] | | |

| Total assets | | | | | | $ | [removed: 273,720] [added: 298,278] | | | | | $ | [removed: 245,705] [added: 273,720] | |

| [13.](#i5df38065a2cf44208c456280ada6b201_196) [Dispositions and Held for Sale](#i5df38065a2cf44208c456280ada6b201_196) | | | [64](#i5df38065a2cf44208c456280ada6b201_196) | | |

| February 27, 2025 | | |

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

See [Notes to the Consolidated Financial Statements](#i5df38065a2cf44208c456280ada6b201_97)

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

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

See [Notes to the Consolidated Financial Statements](#i5df38065a2cf44208c456280ada6b201_97)

| Net earnings | | | | | | | | | | | | | | | | | | | | | | | | 14,405 | | | | | | | | | | | | | | | | | | 663 | | | | | | 15,068 | | |

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

| Balance at December 31, 2024 | | | | | | 915 | | | | | | $ | 9 | | | | | $ | — | | | | | $ | 96,036 | | | | | $ | (2,226) | | | | | $ | (1,161) | | | | | $ | 5,610 | | | | | $ | 98,268 | |

See [Notes to the Consolidated Financial Statements](#i5df38065a2cf44208c456280ada6b201_97)

| Depreciation and amortization | | | | | | 4,099 | | | | | | 3,972 | | | | | | 3,400 | | |

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

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

| Other, net | | | | | | (28) | | | | | | (16) | | | | | | 257 | | |

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

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

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

| Less: cash within businesses held for sale | | | | | | (219) | | | | | | — | | | | | | — | | |

See [Notes to the Consolidated Financial Statements](#i5df38065a2cf44208c456280ada6b201_97)

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

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

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

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

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

| (in millions) | | | | | | 2024 | | | | | | 2023 | | |

| December 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total debt securities | | | | | | $ | 50,327 | | | | | $ | 62 | | | | | $ | (2,962) | | | | | $ | 47,427 | |

| Due in one year or less | | | | | | $ | 3,952 | | | | | $ | 3,932 | | | | | $ | 320 | | | | | $ | 319 | |

| Total debt securities | | | | | | $ | 49,815 | | | | | $ | 46,919 | | | | | $ | 512 | | | | | $ | 508 | |

| December 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| U.S. government and agency obligations | | | | | | $ | 1,475 | | | | | $ | (51) | | | | | $ | 2,152 | | | | | $ | (223) | | | | | $ | 3,627 | | | | | $ | (274) | |

| State and municipal obligations | | | | | | 2,593 | | | | | | (58) | | | | | | 4,085 | | | | | | (317) | | | | | | 6,678 | | | | | | (375) | | |

| Corporate obligations | | | | | | 7,402 | | | | | | (213) | | | | | | 11,449 | | | | | | (927) | | | | | | 18,851 | | | | | | (1,140) | | |

| U.S. agency mortgage-backed securities | | | | | | 4,791 | | | | | | (191) | | | | | | 4,674 | | | | | | (803) | | | | | | 9,465 | | | | | | (994) | | |

| Total debt securities - available-for-sale | | | | | | $ | 16,677 | | | | | $ | (518) | | | | | $ | 24,223 | | | | | $ | (2,440) | | | | | $ | 40,900 | | | | | $ | (2,958) | |

The assets and liabilities within our South American operations held for sale as of December 31, 2024 were measured at the lower of carrying value or fair value less cost to sell.

Fair value is measured based upon unobservable amounts, such as estimated selling price derived from Company-specific information and market conditions.

| December 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Corporate obligations | | | | | | 29 | | | | | | 22,841 | | | | | | 437 | | | | | | 23,307 | | |

| [13. Business Combinations](#i59863b37127344c7ba6c6c09951174ce_199) | | | [63](#i59863b37127344c7ba6c6c09951174ce_199) | | |

| February 28, 2024 | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at January 1, 2021 | | | | | | 946 | | | | | | $ | 10 | | | | | $ | — | | | | | $ | 69,295 | | | | | $ | 1,336 | | | | | $ | (5,150) | | | | | $ | 2,837 | | | | | $ | 68,328 | |

| Net earnings | | | | | | | | | | | | | | | | | | | | | | | | 17,285 | | | | | | | | | | | | | | | | | | 360 | | | | | | 17,645 | | |

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

| Other, net | | | | | | (1,150) | | | | | | (1,944) | | | | | | (295) | | |

The Company provides health insurance products and services to members of AARP under a Supplemental Health Insurance Program (the AARP Program) and to AARP members and non-members under separate Medicare Advantage and Medicare Part D arrangements.

The products and services under the AARP Program include supplemental Medicare benefits, hospital indemnity insurance, including insurance for individuals between 50 to 64 years of age, and other related products.

Pursuant to the Company’s agreement with AARP, program assets are managed separately from the Company’s general investment portfolio and are used to pay costs associated with the AARP Program.

These assets are invested at the Company’s discretion, within investment guidelines approved by AARP.

The Company does not guarantee any rates of return on these investments and, upon any transfer of the AARP Program contract to another entity, the Company would transfer cash equal in amount to the fair value of these investments at the date of transfer to the entity.

Because the purpose of these assets is to fund the medical costs payable, the rate stabilization fund (RSF) liabilities and other related liabilities associated with this AARP contract, assets under management are classified as current assets, consistent with the classification of these liabilities.

The effects of changes in other balance sheet amounts associated with the AARP Program also accrue to the overall benefit of the AARP policyholders through the RSF balance.

Accordingly, the Company excludes the effect of such changes in its Consolidated Statements of Cash Flows.

| December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total debt securities | | | | | | $ | 46,622 | | | | | $ | 59 | | | | | $ | (3,681) | | | | | $ | 43,000 | |

| Due in one year or less | | | | | | $ | 4,286 | | | | | $ | 4,260 | | | | | $ | 313 | | | | | $ | 310 | |

| Total debt securities | | | | | | $ | 47,451 | | | | | $ | 44,895 | | | | | $ | 603 | | | | | $ | 596 | |

| December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| U.S. government and agency obligations | | | | | | $ | 2,007 | | | | | $ | (96) | | | | | $ | 1,290 | | | | | $ | (189) | | | | | $ | 3,297 | | | | | $ | (285) | |

| State and municipal obligations | | | | | | 4,630 | | | | | | (288) | | | | | | 1,178 | | | | | | (191) | | | | | | 5,808 | | | | | | (479) | | |

| Corporate obligations | | | | | | 13,003 | | | | | | (893) | | | | | | 6,637 | | | | | | (905) | | | | | | 19,640 | | | | | | (1,798) | | |

| U.S. agency mortgage-backed securities | | | | | | 3,561 | | | | | | (345) | | | | | | 2,239 | | | | | | (463) | | | | | | 5,800 | | | | | | (808) | | |

| Total debt securities - available-for-sale | | | | | | $ | 24,899 | | | | | $ | (1,750) | | | | | $ | 12,320 | | | | | $ | (1,914) | | | | | $ | 37,219 | | | | | $ | (3,664) | |

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.

| Cash and cash equivalents | | | | | | $ | 23,202 | | | | | $ | 163 | | | | | $ | — | | | | | $ | 23,365 | |

| Corporate obligations | | | | | | 7 | | | | | | 21,695 | | | | | | 192 | | | | | | 21,894 | | |

| 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 | |

| December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Debt securities - held-to-maturity | | | | | | $ | 577 | | | | | $ | 102 | | | | | $ | — | | | | | $ | 679 | | | | | $ | 696 | |

| 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 | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (in millions) | | | | | | | | |

| 2024 | | | | | | $ | 1,609 | |

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, [removed: 2023.][added: 2024.]

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, [removed: 2023.][added: 2024.]

There have been no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2023] [added: 2024] 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, [removed: 2023][added: 2024]

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on our assessment and the COSO criteria, we believe that, as of December 31, [removed: 2023,] [added: 2024,] 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, [removed: 2023,] [added: 2024,] as stated in the [Report of Independent Registered Public Accounting [removed: Firm](#i59863b37127344c7ba6c6c09951174ce_220),] [added: Firm](#i5df38065a2cf44208c456280ada6b201_217),] appearing under Item 9A.

We have audited the internal control over financial reporting of UnitedHealth Group Incorporated and subsidiaries (the “Company”) as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control — Integrated Framework [removed: (2013)] [added: (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, [removed: 2023,] [added: 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control — Integrated Framework [removed: (2013)] [added: (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, [removed: 2023,] [added: 2024,] of the Company and our report dated February [removed: 28, 2024,] [added: 27, 2025,] expressed an unqualified opinion on those financial statements.

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, [removed: 2023.][added: 2024.]

| February 27, 2025 | | |

| February 28, 2024 | | |

During the quarter ended December 31, [removed: 2023,] [added: 2024,] 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.

The following sets forth certain information regarding our directors as of February [removed: 28, 2024,] [added: 27, 2025,] including their name and principal occupation or employment:

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 [removed: 1](#i59863b37127344c7ba6c6c09951174ce_13)] [added: 1](#i5df38065a2cf44208c456280ada6b201_13)] under the caption “Information About our Executive Officers.”

For information about how to obtain the Code of Conduct, see [Part I, Item 1, [removed: “Business.”](#i59863b37127344c7ba6c6c09951174ce_13)] [added: “Business.”](#i5df38065a2cf44208c456280ada6b201_13)] 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.

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 [removed: 2024] [added: 2025] Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

The information required by Item 408(b) of Regulation S-K will be included under the heading “Insider Trading Policy” in our definitive proxy statement for our 2025 Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Form 10-K.

DIRECTORS OF THE REGISTRANT

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 [removed: 2024] [added: 2025] Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

The following table sets forth certain information as of December 31, [removed: 2023,] [added: 2024,] concerning shares of common stock authorized for issuance under all of our equity compensation plans:

| Equity compensation plans approved by shareholders (1) | | | | | | [removed: 21] [added: 17] | | | | | | $ | [removed: 320] [added: 370] | | | | | [removed: 70] [added: 64] | | | (3) | | |

(2)Excludes [removed: 191,000] [added: 60,000] shares underlying stock options assumed by us in connection with acquisitions.

These options have a weighted-average exercise price of [removed: $356] [added: $373] and an average remaining term of approximately [removed: 3] [added: 2.4] years.

(3)Includes [removed: 17] [added: 16] million shares of common stock available for future issuance under the ESPP as of December 31, [removed: 2023,] [added: 2024,] and [removed: 53] [added: 48] million shares available under the 2020 Stock Incentive Plan as of December 31, [removed: 2023.][added: 2024.]

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 [removed: 2024] [added: 2025] Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

| Total (2) | | | | | | 17 | | | | | | $ | 370 | | | | | 64 | | | | | |

| Total (2) | | | | | | 21 | | | | | | $ | 320 | | | | | 70 | | | | | |

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 [removed: 2024] [added: 2025] Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

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 [removed: 2024] [added: 2025] Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

- [Reports of Independent Registered Public Accounting [removed: Firm.](#i59863b37127344c7ba6c6c09951174ce_76)][added: Firm.](#i5df38065a2cf44208c456280ada6b201_79)]

- [Consolidated Balance Sheets as of December 31, [removed: 202](#i59863b37127344c7ba6c6c09951174ce_79)[3](#i59863b37127344c7ba6c6c09951174ce_79)] [added: 202](#i5df38065a2cf44208c456280ada6b201_82)[4](#i5df38065a2cf44208c456280ada6b201_82)] [and [removed: 202](#i59863b37127344c7ba6c6c09951174ce_79)[2](#i59863b37127344c7ba6c6c09951174ce_79)[.](#i59863b37127344c7ba6c6c09951174ce_79)][added: 202](#i5df38065a2cf44208c456280ada6b201_82)[3](#i5df38065a2cf44208c456280ada6b201_82)[.](#i5df38065a2cf44208c456280ada6b201_82)]

- [Consolidated Statements of Operations for the years ended December 31, [removed: 202](#i59863b37127344c7ba6c6c09951174ce_85)[3](#i59863b37127344c7ba6c6c09951174ce_85)[, 202](#i59863b37127344c7ba6c6c09951174ce_85)[2](#i59863b37127344c7ba6c6c09951174ce_85)[,] [added: 202](#i5df38065a2cf44208c456280ada6b201_85)[4](#i5df38065a2cf44208c456280ada6b201_85)[, 202](#i5df38065a2cf44208c456280ada6b201_85)[3](#i5df38065a2cf44208c456280ada6b201_85)[,] and [removed: 202](#i59863b37127344c7ba6c6c09951174ce_85)[1](#i59863b37127344c7ba6c6c09951174ce_85)[.](#i59863b37127344c7ba6c6c09951174ce_85)][added: 202](#i5df38065a2cf44208c456280ada6b201_85)[2](#i5df38065a2cf44208c456280ada6b201_85)[.](#i5df38065a2cf44208c456280ada6b201_85)]

- [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 202](#i59863b37127344c7ba6c6c09951174ce_88)[3](#i59863b37127344c7ba6c6c09951174ce_88)[, 202](#i59863b37127344c7ba6c6c09951174ce_88)[2](#i59863b37127344c7ba6c6c09951174ce_88)[,] [added: 202](#i5df38065a2cf44208c456280ada6b201_88)[4](#i5df38065a2cf44208c456280ada6b201_88)[, 202](#i5df38065a2cf44208c456280ada6b201_88)[3](#i5df38065a2cf44208c456280ada6b201_88)[,] and [removed: 202](#i59863b37127344c7ba6c6c09951174ce_88)[1](#i59863b37127344c7ba6c6c09951174ce_88)[.](#i59863b37127344c7ba6c6c09951174ce_88)][added: 202](#i5df38065a2cf44208c456280ada6b201_88)[2](#i5df38065a2cf44208c456280ada6b201_88)[.](#i5df38065a2cf44208c456280ada6b201_88)]

- [Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 202](#i59863b37127344c7ba6c6c09951174ce_91)[3](#i59863b37127344c7ba6c6c09951174ce_91)[, 202](#i59863b37127344c7ba6c6c09951174ce_91)[2](#i59863b37127344c7ba6c6c09951174ce_91)[,] [added: 202](#i5df38065a2cf44208c456280ada6b201_91)[4](#i5df38065a2cf44208c456280ada6b201_91)[, 202](#i5df38065a2cf44208c456280ada6b201_91)[3](#i5df38065a2cf44208c456280ada6b201_91)[,] and [removed: 202](#i59863b37127344c7ba6c6c09951174ce_91)[1](#i59863b37127344c7ba6c6c09951174ce_91)[.](#i59863b37127344c7ba6c6c09951174ce_91)][added: 202](#i5df38065a2cf44208c456280ada6b201_91)[2](#i5df38065a2cf44208c456280ada6b201_91)[.](#i5df38065a2cf44208c456280ada6b201_91)]

- [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 202](#i59863b37127344c7ba6c6c09951174ce_94)[3](#i59863b37127344c7ba6c6c09951174ce_94)[, 202](#i59863b37127344c7ba6c6c09951174ce_94)[2](#i59863b37127344c7ba6c6c09951174ce_94)[,] [added: 202](#i5df38065a2cf44208c456280ada6b201_94)[4](#i5df38065a2cf44208c456280ada6b201_94)[, 202](#i5df38065a2cf44208c456280ada6b201_94)[3](#i5df38065a2cf44208c456280ada6b201_94)[,] and [removed: 202](#i59863b37127344c7ba6c6c09951174ce_94)[1](#i59863b37127344c7ba6c6c09951174ce_94)[.](#i59863b37127344c7ba6c6c09951174ce_94)][added: 202](#i5df38065a2cf44208c456280ada6b201_94)[2](#i5df38065a2cf44208c456280ada6b201_94)[.](#i5df38065a2cf44208c456280ada6b201_94)]

- [Notes to the Consolidated Financial [removed: Statements.](#i59863b37127344c7ba6c6c09951174ce_97)][added: Statements.](#i5df38065a2cf44208c456280ada6b201_97)]

- [Schedule I - Condensed Financial Information of Registrant (Parent Company [removed: Only).](#i59863b37127344c7ba6c6c09951174ce_253)][added: Only).](#i5df38065a2cf44208c456280ada6b201_250)]

| [removed: [3.1](http://www.sec.gov/Archives/edgar/data/731766/000073176615000027/unhex31delawarecertificate.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/731766/000073176615000027/unhex31delawarecertificate.htm)] | | | | | | [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, [removed: 2015)](http://www.sec.gov/Archives/edgar/data/731766/000073176615000027/unhex31delawarecertificate.htm)] [added: 2015)](https://www.sec.gov/Archives/edgar/data/731766/000073176615000027/unhex31delawarecertificate.htm)] | | |

| [3.2](https://www.sec.gov/Archives/edgar/data/731766/000073176621000010/bylawsexhibit.htm) | | | | | | [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, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/731766/000073176621000010/bylawsexhibit.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176621000010/bylawsexhibit.htm)] | | |

| [removed: [4.4](http://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex4512312019.htm)] [added: [4.4](https://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex4512312019.htm)] | | | | | | [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, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex4512312019.htm)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex4512312019.htm)] | | |

| [removed: *[10.1](http://www.sec.gov/Archives/edgar/data/731766/000073176620000029/exhibit41.htm)] [added: *[10.1](https://www.sec.gov/Archives/edgar/data/731766/000073176620000029/exhibit41.htm)] | | | | | | [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, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/731766/000073176620000029/exhibit41.htm)[](http://www.sec.gov/Archives/edgar/data/731766/000073176620000029/0000731766-20-000029-index.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/731766/000073176620000029/exhibit41.htm)] | | |

| *[10.2](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10212312023.htm) | | | | | | [Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2024 [removed: Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10212312023.htm)] [added: 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, 2023)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10212312023.htm)] | | |

| *[10.3](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10312312023.htm) | | | | | | [Form of Agreement for Nonqualified Stock Option Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2024 [removed: Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10312312023.htm)] [added: 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, 2023)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10312312023.htm)] | | |

| *[10.4](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10412312023.htm) | | | | | | [Form of Agreement for Performance-Based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2024 [removed: Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10412312023.htm)] [added: 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, 2023)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10412312023.htm)] | | |

| *[10.5](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10512312023.htm) | | | | | | [Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2024 [removed: Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10512312023.htm)] [added: 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, 2023)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10512312023.htm)] | | |

| *[10.6](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10612312023.htm) | | | | | | [Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2024 Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10612312023.htm) [added: [](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10612312023.htm)[(incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2023)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10612312023.htm)] | | |

| *[10.7](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10712312023.htm) | | | | | | [Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2024 Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10712312023.htm) [added: [(incorporated by reference to Exhibit 10.7 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2023)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10712312023.htm)] | | |

| [removed: *[10.8](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10812312023.htm)] [added: *[10.8](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10212312022.htm)] | | | | | | [Form of Agreement for Restricted Stock Unit Award [added: to Executives] under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan [removed: (Bondy) (2024 Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10812312023.htm)] [added: (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)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10212312022.htm)] | | |

| [removed: *[10.9](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10912312023.htm)] [added: *[10.9](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10312312022.htm)] | | | | | | [Form of Agreement for Nonqualified Stock Option Award [added: to Executives] under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan [removed: (Bondy) (2024 Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10912312023.htm)] [added: (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)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10312312022.htm)] | | |

| [removed: *[10.10](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex101012312023.htm)] [added: *[10.10](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex104123122.htm)] | | | | | | [Form of Agreement for Performance-Based Restricted Stock Unit Award [added: to Executives] under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan [removed: (Bondy) (2024 Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex101012312023.htm)] [added: (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)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex104123122.htm)] | | |

| [removed: *[10.11](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10212312022.htm)] [added: *[10.11](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10512312022.htm)] | | | | | | [Form of Agreement for Restricted Stock Unit Award [removed: to Executives] under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan [added: (Witty)] (2023 Version) (incorporated by reference to Exhibit [removed: 10.2] [added: 10.5] to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, [removed: 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10212312022.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10512312022.htm)] | | |

| [removed: *[10.12](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10312312022.htm)] [added: *[10.12](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10612312022.htm)] | | | | | | [Form of Agreement for Nonqualified Stock Option Award [removed: to Executives] under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan [added: (Witty)] (2023 Version) (incorporated by reference to Exhibit [removed: 10.3] [added: 10.6] to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, [removed: 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10312312022.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10612312022.htm)] | | |

| [removed: *[10.13](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex104123122.htm)] [added: *[10.13](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10712312022.htm)] | | | | | | [Form of Agreement for Performance-Based Restricted Stock Unit Award [removed: to Executives] under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan [added: (Witty)] (2023 Version) (incorporated by reference to Exhibit [removed: 10.4] [added: 10.7] to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, [removed: 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex104123122.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10712312022.htm)] | | |

| [removed: *[10.14](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10512312022.htm)] [added: *[10.17](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10512312021.htm)] | | | | | | [Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) [removed: (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, [removed: 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10512312022.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10512312021.htm)] | | |

| [removed: *[10.15](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10612312022.htm)] [added: *[10.18](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10612312021.htm)] | | | | | | [Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) [removed: (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, [removed: 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10612312022.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10612312021.htm)] | | |

| [removed: *[10.16](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10712312022.htm)] [added: *[10.19](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10712312021.htm)] | | | | | | [Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) [removed: (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, [removed: 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10712312022.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10712312021.htm)] | | |

| [removed: *[10.17](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm)] [added: *[10.14](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm)] | | | | | | [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)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm) | | |

| [removed: *[10.18](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm)] [added: *[10.15](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm)] | | | | | | [Form of Agreement for Nonqualified Stock Option Award to Executives under UnitedHealth [removed: Group](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm) [](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm)[Incorporated’s] [added: 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)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm) | | |

| [removed: *[10.19](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex104123121.htm)] [added: *[10.16](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex104123121.htm)] | | | | | | [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)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex104123121.htm) | | |

| [removed: *[10.20](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10512312021.htm)] [added: *[10.25](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1011.htm)] | | | | | | [Form of Agreement for [removed: Restricted] [added: Deferred] Stock Unit Award [added: to Non-Employee Directors] under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan [removed: (Witty)] (incorporated by reference to Exhibit [removed: 10.5] [added: 10.11] to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, [removed: 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10512312021.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1011.htm)] | | |

| [removed: *[10.21](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10612312021.htm)] [added: *[10.20](https://www.sec.gov/Archives/edgar/data/731766/000073176619000005/unhex10112312018.htm)] | | | | | | [removed: [Form of Agreement for Nonqualified Stock Option Award under UnitedHealth] [added: [UnitedHealth] Group [removed: Incorporated’s 2020] [added: Incorporated 2011] Stock Incentive [removed: Plan (Witty)] [added: Plan, as amended and restated in 2018] (incorporated by reference to Exhibit [removed: 10.6] [added: 10.1] to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, [removed: 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10612312021.htm)] [added: 2018)](https://www.sec.gov/Archives/edgar/data/731766/000073176619000005/unhex10112312018.htm)] | | |

| [removed: *[10.22](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10712312021.htm)] [added: *[10.23](https://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1069302015.htm)] | | | | | | [Form of Agreement for [removed: Performance-Based] [added: Performance-based] Restricted Stock Unit Award [added: to Executives] under UnitedHealth Group Incorporated’s [removed: 2020] [added: 2011] Stock Incentive [removed: Plan (Witty)] [added: Plan, as amended and restated in 2015, for awards made after January 1, 2016] (incorporated by reference to Exhibit [removed: 10.7] [added: 10.6] to UnitedHealth Group Incorporated’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10712312021.htm)] [added: September 30, 2015)](https://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1069302015.htm)] | | |

| [removed: *[10.23](https://www.sec.gov/Archives/edgar/data/731766/000073176619000005/unhex10112312018.htm)] [added: *[10.27](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000731766/000073176624000081/unh-20231231.htm)] | | | | | | [removed: [UnitedHealth] [added: [Amended and Restated UnitedHealth] Group Incorporated [removed: 2011 Stock] [added: 2008 Executive] Incentive Plan, [added: effective] as [removed: amended and restated in 2018] [added: of December 31, 2023] (incorporated by reference to [removed: Exhibit 10.1] [added: exhibit 10.30] to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, [removed: 2018)](https://www.sec.gov/Archives/edgar/data/731766/000073176619000005/unhex10112312018.htm)] [added: 2023)](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000731766/000073176624000081/unh-20231231.htm)] | | |

| [removed: *[10.24](https://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1049302015.htm)] [added: *[10.21](https://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1049302015.htm)] | | | | | | [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)](https://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1049302015.htm) | | |

| [removed: *[10.25](https://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1059302015.htm)] [added: *[10.22](https://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1059302015.htm)] | | | | | | [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)](https://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1059302015.htm) | | |

| [removed: *[10.26](https://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1069302015.htm)] [added: *[10.24](https://www.sec.gov/Archives/edgar/data/731766/000119312511153414/dex106.htm)] | | | | | | [Form of Agreement for [removed: Performance-based Restricted] [added: Deferred] Stock Unit Award to [removed: Executives] [added: Non-Employee Directors] under UnitedHealth Group Incorporated’s 2011 Stock Incentive [removed: Plan, as amended and restated in 2015, for awards made after January 1, 2016] [added: Plan] (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarter ended September 30, 2015)](https://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1069302015.htm)] [added: 8-K filed on May 27, 2011)](https://www.sec.gov/Archives/edgar/data/731766/000119312511153414/dex106.htm)] | | |

| [removed: *[10.27](https://www.sec.gov/Archives/edgar/data/731766/000119312511153414/dex106.htm)] [added: *[10.26](https://www.sec.gov/Archives/edgar/data/731766/000073176615000028/exhibit101.htm)] | | | | | | [Form of [added: Indemnification] Agreement [removed: for Deferred Stock Unit Award to Non-Employee Directors under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan] (incorporated by reference to Exhibit [removed: 10.6] [added: 10.1] to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on [removed: May 27, 2011)](https://www.sec.gov/Archives/edgar/data/731766/000119312511153414/dex106.htm)] [added: July 1, 2015)](https://www.sec.gov/Archives/edgar/data/731766/000073176615000028/exhibit101.htm)] | | |

| [removed: *[10.28](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1011.htm)] [added: *[10.28](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex103112312023.htm)] | | | | | | [removed: [Form of Agreement for Deferred Stock Unit Award to Non-Employee Directors under UnitedHealth] [added: [UnitedHealth] Group [removed: Incorporated’s 2020 Stock Incentive] [added: Executive Savings] Plan [added: (2024 Statement)] (incorporated by reference to Exhibit [removed: 10.11] [added: 10.31] to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, [removed: 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1011.htm)] [added: 2023)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex103112312023.htm)] | | |

| [removed: *[10.29](https://www.sec.gov/Archives/edgar/data/731766/000073176615000028/exhibit101.htm)] [added: *[10.43](https://www.sec.gov/Archives/edgar/data/731766/000073176621000004/exhibit502.htm)] | | | | | | [removed: [Form of Indemnification Agreement] [added: [Amended and Restated Employment Agreement, dated February 3, 2021, between the Company and Andrew P Witty] (incorporated by reference to Exhibit [removed: 10.1] [added: 5.02] to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on [removed: July 1, 2015)](https://www.sec.gov/Archives/edgar/data/731766/000073176615000028/exhibit101.htm)] [added: February 8, 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176621000004/exhibit502.htm)] | | |

| *[10.45](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104512312024.htm) | | | | | | [Amended and Restated Employment Agreement, effective as of April 1, 2024, between United HealthCare Services, Inc. and Heather Cianfrocco](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104512312024.htm) | | |

| *[10.46](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104612312024.htm) | | | | | | [Employment Agreement, effective as of January 9, 2017, between United HealthCare Services, Inc. and Erin McSweeney](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104612312024.htm) | | |

| *[10.47](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104712312024.htm) | | | | | | [Amendment to Employment Agreement, effective as of March 1, 2021, between United HealthCare Services, Inc. and Erin McSweeney](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104712312024.htm) | | |

| *[10.48](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104812312024.htm) | | | | | | [Amended and Restated Employment Agreement, effective as of June 4, 2024, between United HealthCare Services, Inc. and Christopher Zaetta](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104812312024.htm) | | |

| [19.1](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex19112312024.htm) | | | | | | [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex19112312024.htm) | | |

| February 27, 2025 | | |

| Long-term notes payable to subsidiaries | | | | | | 14,405 | | | | | | — | | |

See [Notes to the Condensed Financial Statements of Registrant](#i5df38065a2cf44208c456280ada6b201_253)

| (in millions) | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Proceeds from long-term notes from subsidiaries | | | | | | 14,396 | | | | | | — | | | | | | — | | |

| Repayments of long-term notes from subsidiaries | | | | | | (28) | | | | | | — | | | | | | — | | |

See [Notes to the Condensed Financial Statements of Registrant](#i5df38065a2cf44208c456280ada6b201_253)

| 2025 | | | | | | $ | 4,350 | |

| 2026 | | | | | | 3,650 | | |

| 2027 | | | | | | 3,425 | | |

| 2029 | | | | | | 3,550 | | |

| Thereafter | | | | | | 59,802 | | |

UnitedHealth Group’s parent company had long-term notes payable to subsidiaries of $14.4 billion as of December 31, 2024.

| *[10.30](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex103012312023.htm) | | | | | | [Amended and Restated UnitedHealth Group Incorporated 2008 Executive Incentive Plan, effective as of December 31, 2023](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex103012312023.htm) | | |

| *[10.31](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex103112312023.htm) | | | | | | [UnitedHealth Group Executive Savings Plan (2024 Statement)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex103112312023.htm) | | |

| *[10.48](https://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex104512312019.htm) | | | | | | [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)](https://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex104512312019.htm) | | |

| *[10.49](https://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex104612312019.htm) | | | | | | [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)](https://www.sec.gov/Archives/edgar/data/731766/000073176620000006/unhex104612312019.htm) | | |

| *[10.50](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1038.htm) | | | | | | [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)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1038.htm) | | |

| *[10.51](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex104712312022.htm) | | | | | | [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)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex104712312022.htm) | | |

| [97.1](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex97112312023.htm) | | | | | | [UnitedHealth Group Dodd-Frank Clawback Policy, effective December 1, 2023](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex97112312023.htm) | | |

| February 28, 2024 | | |

| 2024 | | | | | | $ | 4,088 | |

| 2025 | | | | | | 3,050 | | |

| 2026 | | | | | | 2,500 | | |

| 2027 | | | | | | 2,925 | | |

| Thereafter | | | | | | 47,002 | | |

Dated: February [removed: 28, 2024][added: 27, 2025]

| /s/ ANDREW WITTY | | | | | | Director and Chief Executive Officer (principal executive officer) | | | | | | February [removed: 28, 2024] [added: 27, 2025] | | |

| /s/ JOHN REX | | | | | | [removed: Executive Vice] President and Chief Financial Officer (principal financial officer) | | | | | | February [removed: 28, 2024] [added: 27, 2025] | | |

| /s/ THOMAS ROOS | | | | | | Senior Vice President and Chief Accounting Officer (principal accounting officer) | | | | | | February [removed: 28, 2024] [added: 27, 2025] | | |

| * | | | | | | Director | | | | | | February [removed: 28, 2024] [added: 27, 2025] | | |

| * | | | | | | Director | | | | | | February 27, 2025 | | |

| * | | | | | | Director | | | | | | February 27, 2025 | | |

| * | | | | | | Director | | | | | | February 27, 2025 | | |

| * | | | | | | Director | | | | | | February 27, 2025 | | |

| * | | | | | | Director | | | | | | February 27, 2025 | | |

| * | | | | | | Director | | | | | | February 27, 2025 | | |

| * | | | | | | Director | | | | | | February 27, 2025 | | |

| * | | | | | | Director | | | | | | February 27, 2025 | | |

| *By | | | /s/ CHRISTOPHER ZAETTA | | |

| | | | Christopher Zaetta As Attorney-in-Fact | | |

| *By | | | /s/ RUPERT BONDY | | |

| | | | Rupert Bondy As Attorney-in-Fact | | |