Item 1. FINANCIAL STATEMENTS

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Item 1. FINANCIAL STATEMENTS

UnitedHealth Group

Condensed Consolidated Balance Sheets

(Unaudited)


(in millions, except per share data)	June 30, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	26,286	$	25,427
Short-term investments	5,037		4,201
Accounts receivable, net	23,115		21,276
Other current receivables, net	26,762		17,694
Assets under management	3,414		3,755
Prepaid expenses and other current assets	7,424		6,084
Total current assets	92,038		78,437
Long-term investments	46,113		47,609
Property, equipment and capitalized software, net	9,801		11,450
Goodwill	105,436		103,732
Other intangible assets, net	14,729		15,194
Other assets	17,939		17,298
Total assets	$	286,056	$	273,720
Liabilities, redeemable noncontrolling interests and equity
Current liabilities:
Medical costs payable	$	32,547	$	32,395
Accounts payable and accrued liabilities	30,886		31,958
Short-term borrowings and current maturities of long-term debt	11,371		4,274
Unearned revenues	2,572		3,355
Other current liabilities	27,294		27,072
Total current liabilities	104,670		99,054
Long-term debt, less current maturities	63,727		58,263
Deferred income taxes	3,631		3,021
Other liabilities	14,794		14,463
Total liabilities	186,822		174,801
Commitments and contingencies (Note 7)
Redeemable noncontrolling interests	4,558		4,498
Equity:
Preferred stock, $0.001 par value - 10 shares authorized; no shares issued or outstanding	—		—
Common stock, $0.01 par value - 3,000 shares authorized; 921 and 924 issued and outstanding	9		9
Additional paid-in capital	373		—
Retained earnings	92,400		95,774
Accumulated other comprehensive loss	(3,423)		(7,027)
Nonredeemable noncontrolling interests	5,317		5,665
Total equity	94,676		94,421
Total liabilities, redeemable noncontrolling interests and equity	$	286,056	$	273,720

See Notes to the Condensed Consolidated Financial Statements

UnitedHealth Group

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions, except per share data)	2024		2023		2024		2023
Revenues:
Premiums	$	76,897	$	72,474	$	154,885	$	145,260
Products	12,211		10,651		24,120		20,918
Services	8,750		8,663		17,638		16,743
Investment and other income	997		1,115		2,008		1,913
Total revenues	98,855		92,903		198,651		184,834
Operating costs:
Medical costs	65,458		60,268		131,193		120,113
Operating costs	13,162		13,809		27,239		27,434
Cost of products sold	11,340		9,748		22,396		19,153
Depreciation and amortization	1,020		1,021		2,017		1,991
Total operating costs	90,980		84,846		182,845		168,691
Earnings from operations	7,875		8,057		15,806		16,143
Interest expense	(985)		(828)		(1,829)		(1,582)
Loss on sale of subsidiary and subsidiaries held for sale	(1,225)		—		(8,311)		—
Earnings before income taxes	5,665		7,229		5,666		14,561
Provision for income taxes	(1,244)		(1,572)		(2,466)		(3,130)
Net earnings	4,421		5,657		3,200		11,431
Earnings attributable to noncontrolling interests	(205)		(183)		(393)		(346)
Net earnings attributable to UnitedHealth Group common shareholders	$	4,216	$	5,474	$	2,807	$	11,085
Earnings per share attributable to UnitedHealth Group common shareholders:
Basic	$	4.58	$	5.89	$	3.05	$	11.91
Diluted	$	4.54	$	5.82	$	3.02	$	11.77
Basic weighted-average number of common shares outstanding	921		930		921		931
Dilutive effect of common share equivalents	7		10		8		11
Diluted weighted-average number of common shares outstanding	928		940		929		942
Anti-dilutive shares excluded from the calculation of dilutive effect of common share equivalents	8		7		7		6

See Notes to the Condensed Consolidated Financial Statements

UnitedHealth Group

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2024		2023		2024		2023
Net earnings	$	4,421	$	5,657	$	3,200	$	11,431
Other comprehensive income (loss):
Gross unrealized (losses) gains on investment securities during the period	(75)		(431)		(365)		209
Income tax effect	17		99		85		(48)
Total unrealized (losses) gains, net of tax	(58)		(332)		(280)		161
Gross reclassification adjustment for net realized gains included in net earnings	(26)		(47)		(58)		(34)
Income tax effect	6		11		13		8
Total reclassification adjustment, net of tax	(20)		(36)		(45)		(26)
Foreign currency translation gains (losses)	8		267		(285)		608
Reclassification adjustment for translation losses included in net earnings	86		—		4,214		—
Total foreign currency translation gains	94		267		3,929		608
Other comprehensive income (loss)	16		(101)		3,604		743
Comprehensive income	4,437		5,556		6,804		12,174
Comprehensive income attributable to noncontrolling interests	(205)		(183)		(393)		(346)
Comprehensive income attributable to UnitedHealth Group common shareholders	$	4,232	$	5,373	$	6,411	$	11,828

See Notes to the Condensed Consolidated Financial Statements

UnitedHealth Group

Condensed Consolidated Statements of Changes in Equity

(Unaudited)


	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss				Nonredeemable Noncontrolling Interests		Total Equity
Three months ended June 30, (in millions)	Shares	Amount				Net Unrealized (Losses) Gains on Investments		Foreign Currency Translation (Losses) Gains
Balance at March 31, 2024	920	$	9	$	—	$	90,118	$	(2,218)	$	(1,221)	$	5,682	$	92,370
Net earnings						4,216						158		4,374
Other comprehensive (loss) income								(78)		94				16
Issuances of common stock, and related tax effects	1	—		196										196
Share-based compensation				210										210
Common share repurchases	—	—		3		1								4
Cash dividends paid on common shares ($2.10 per share)						(1,935)								(1,935)
Redeemable noncontrolling interests fair value and other adjustments				(36)										(36)
Acquisition and other adjustments of nonredeemable noncontrolling interests												(338)		(338)
Distribution to nonredeemable noncontrolling interests												(185)		(185)
Balance at June 30, 2024	921	$	9	$	373	$	92,400	$	(2,296)	$	(1,127)	$	5,317	$	94,676

Balance at March 31, 2023	932	$	9	$	—	$	88,852	$	(2,275)	$	(5,274)	$	4,509	$	85,821
Net earnings						5,474						139		5,613
Other comprehensive (loss) income								(368)		267				(101)
Issuances of common stock, and related tax effects	1	—		218										218
Share-based compensation				232										232
Common share repurchases	(6)	—		(442)		(2,585)								(3,027)
Cash dividends paid on common shares ($1.88 per share)						(1,747)								(1,747)
Redeemable noncontrolling interests fair value and other adjustments				(8)										(8)
Acquisition and other adjustments of nonredeemable noncontrolling interests												478		478
Distribution to nonredeemable noncontrolling interests												(111)		(111)
Balance at June 30, 2023	927	$	9	$	—	$	89,994	$	(2,643)	$	(5,007)	$	5,015	$	87,368

See Notes to the Condensed Consolidated Financial Statements

UnitedHealth Group

Condensed Consolidated Statements of Changes in Equity

(Unaudited)


	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss				Nonredeemable Noncontrolling Interests		Total Equity
Six months ended June 30, (in millions)	Shares	Amount				Net Unrealized (Losses) Gains on Investments		Foreign Currency Translation (Losses) Gains
Balance at January 1, 2024	924	$	9	$	—	$	95,774	$	(1,971)	$	(5,056)	$	5,665	$	94,421
Net earnings						2,807						307		3,114
Other comprehensive (loss) income								(325)		3,929				3,604
Issuances of common stock, and related tax effects	3	—		438										438
Share-based compensation				562										562
Common share repurchases	(6)	—		(571)		(2,517)								(3,088)
Cash dividends paid on common shares ($3.98 per share)						(3,664)								(3,664)
Redeemable noncontrolling interests fair value and other adjustments				(56)										(56)
Acquisition and other adjustments of nonredeemable noncontrolling interests												(319)		(319)
Distribution to nonredeemable noncontrolling interests												(336)		(336)
Balance at June 30, 2024	921	$	9	$	373	$	92,400	$	(2,296)	$	(1,127)	$	5,317	$	94,676

Balance at January 1, 2023	934	$	9	$	—	$	86,156	$	(2,778)	$	(5,615)	$	3,678	$	81,450
Net earnings						11,085						252		11,337
Other comprehensive income								135		608				743
Issuances of common stock, and related tax effects	3	—		568										568
Share-based compensation				598										598
Common share repurchases	(10)	—		(1,075)		(3,963)								(5,038)
Cash dividends paid on common shares ($3.53 per share)						(3,284)								(3,284)
Redeemable noncontrolling interests fair value and other adjustments				(91)										(91)
Acquisition and other adjustments of nonredeemable noncontrolling interests												1,297		1,297
Distribution to nonredeemable noncontrolling interests												(212)		(212)
Balance at June 30, 2023	927	$	9	$	—	$	89,994	$	(2,643)	$	(5,007)	$	5,015	$	87,368

See Notes to the Condensed Consolidated Financial Statements

UnitedHealth Group

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Six Months Ended June 30,
(in millions)	2024		2023
Operating activities
Net earnings	$	3,200	$	11,431
Noncash items:
Depreciation and amortization	2,017		1,991
Deferred income taxes	(358)		(482)
Share-based compensation	594		604
Loss on sale of subsidiary and subsidiaries held for sale	8,311		—
Other, net	459		(91)
Net change in other operating items, net of effects from acquisitions, dispositions and changes in AARP balances:
Accounts receivable	(2,471)		197
Other assets	(4,121)		(2,001)
Medical costs payable	777		2,408
Accounts payable and other liabilities	36		1,547
Unearned revenues	(554)		11,755
Cash flows from operating activities	7,890		27,359
Investing activities
Purchases of investments	(10,130)		(9,225)
Sales of investments	5,288		3,188
Maturities of investments	4,621		4,463
Cash paid for acquisitions, net of cash assumed	(3,031)		(8,161)
Purchases of property, equipment and capitalized software	(1,596)		(1,589)
Loans to providers - cyberattack	(8,100)		—
Other, net	(809)		(424)
Cash flows used for investing activities	(13,757)		(11,748)
Financing activities
Common share repurchases	(3,072)		(5,000)
Cash dividends paid	(3,664)		(3,284)
Proceeds from common stock issuances	744		628
Repayments of long-term debt	(1,750)		(2,125)
Proceeds from short-term borrowings, net	8,615		3,426
Proceeds from issuance of long-term debt	5,925		6,394
Customer funds administered	990		4,069
Other, net	(753)		(1,377)
Cash flows from financing activities	7,035		2,731
Effect of exchange rate changes on cash and cash equivalents	(44)		106
Increase in cash and cash equivalents, including cash within businesses held for sale	1,124		18,448
Less: cash within businesses held for sale	(265)		—
Net increase in cash and cash equivalents	859		18,448
Cash and cash equivalents, beginning of period	25,427		23,365
Cash and cash equivalents, end of period	$	26,286	$	41,813

See Notes to the Condensed Consolidated Financial Statements

UnitedHealth Group

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation

UnitedHealth Group Incorporated (individually and together with its subsidiaries, “UnitedHealth Group” and the “Company”) is a health care and well-being company with a mission to help people live healthier lives and help make the health system work better for everyone. The Company’s two distinct, yet complementary businesses — Optum and UnitedHealthcare — are working to help build a modern, high-performing health system through improved access, affordability, outcomes and experiences for the individuals and organizations the Company is privileged to serve.

The Company has prepared the Condensed Consolidated Financial Statements according to U.S. Generally Accepted Accounting Principles (GAAP) and has included the accounts of UnitedHealth Group and its subsidiaries. The year-end condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. In accordance with the rules and regulations of the U.S. Securities and Exchange Commission (SEC), the Company has omitted certain footnote disclosures that would substantially duplicate the disclosures contained in its annual audited Consolidated Financial Statements. Therefore, these Condensed Consolidated Financial Statements should be read together with the Consolidated Financial Statements and the Notes included in Part II, Item 8, “Financial Statements and Supplementary Data” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC (2023 10-K). The accompanying Condensed Consolidated Financial Statements include all normal recurring adjustments necessary to present the interim financial statements fairly.

Use of Estimates

These Condensed Consolidated Financial Statements include certain amounts based on the Company’s best estimates and judgments. The Company’s most significant estimates relate to estimates and judgments for medical costs payable and goodwill. Certain of these estimates require the application of complex assumptions and judgments, often because they involve matters that are inherently uncertain and will likely change in subsequent periods. The impact of any change in estimates is included in earnings in the period in which the estimate is adjusted.

Revenues - Products and Services

As of June 30, 2024 and December 31, 2023, accounts receivable related to products and services were $9.0 billion and $8.6 billion, respectively. As of June 30, 2024, revenue expected to be recognized in any future year related to remaining performance obligations, excluding revenue pertaining to contracts having an original expected duration of one year or less, contracts where revenue is recognized as invoiced and contracts with variable consideration related to undelivered performance obligations, was $14.0 billion, of which approximately half is expected to be recognized in the next three years.

2. Investments

A summary of debt securities by major security type is as follows:


(in millions)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
June 30, 2024
Debt securities - available-for-sale:
U.S. government and agency obligations	$	5,007	$	—	$	(264)	$	4,743
State and municipal obligations	7,299		4		(397)		6,906
Corporate obligations	23,193		14		(1,222)		21,985
U.S. agency mortgage-backed securities	9,320		3		(899)		8,424
Non-U.S. agency mortgage-backed securities	2,894		—		(218)		2,676
Total debt securities - available-for-sale	47,713		21		(3,000)		44,734
Debt securities - held-to-maturity:
U.S. government and agency obligations	413		—		(4)		409
State and municipal obligations	28		—		(3)		25
Corporate obligations	124		—		—		124
Total debt securities - held-to-maturity	565		—		(7)		558
Total debt securities	$	48,278	$	21	$	(3,007)	$	45,292
December 31, 2023
Debt securities - available-for-sale:
U.S. government and agency obligations	$	4,674	$	3	$	(234)	$	4,443
State and municipal obligations	7,636		39		(322)		7,353
Corporate obligations	23,136		67		(1,186)		22,017
U.S. agency mortgage-backed securities	8,982		22		(708)		8,296
Non-U.S. agency mortgage-backed securities	3,023		3		(240)		2,786
Total debt securities - available-for-sale	47,451		134		(2,690)		44,895
Debt securities - held-to-maturity:
U.S. government and agency obligations	506		1		(6)		501
State and municipal obligations	28		—		(2)		26
Corporate obligations	69		—		—		69
Total debt securities - held-to-maturity	603		1		(8)		596
Total debt securities	$	48,054	$	135	$	(2,698)	$	45,491

The Company held $4.2 billion and $4.9 billion of equity securities as of June 30, 2024 and December 31, 2023, respectively. The Company’s investments in equity securities primarily consist of venture investments and employee savings plan related investments. Additionally, the Company’s investments included $1.7 billion and $1.4 billion of equity method investments primarily in operating businesses in the health care sector as of June 30, 2024 and December 31, 2023, respectively. The allowance for credit losses on held-to-maturity securities at June 30, 2024 and December 31, 2023 was not material.

The amortized cost and fair value of debt securities as of June 30, 2024, by contractual maturity, were as follows:


	Available-for-Sale				Held-to-Maturity
(in millions)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	5,172	$	5,137	$	363	$	362
Due after one year through five years	14,656		14,021		171		168
Due after five years through ten years	10,930		10,044		14		13
Due after ten years	4,741		4,432		17		15
U.S. agency mortgage-backed securities	9,320		8,424		—		—
Non-U.S. agency mortgage-backed securities	2,894		2,676		—		—
Total debt securities	$	47,713	$	44,734	$	565	$	558

The fair value of available-for-sale debt securities with gross unrealized losses by major security type and length of time that individual securities have been in a continuous unrealized loss position were as follows:


	Less Than 12 Months				12 Months or Greater				Total
(in millions)	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
June 30, 2024
Debt securities - available-for-sale:
U.S. government and agency obligations	$	1,187	$	(9)	$	2,773	$	(255)	$	3,960	$	(264)
State and municipal obligations	1,942		(30)		4,584		(367)		6,526		(397)
Corporate obligations	5,334		(49)		13,570		(1,173)		18,904		(1,222)
U.S. agency mortgage-backed securities	2,511		(45)		5,757		(854)		8,268		(899)
Non-U.S. agency mortgage-backed securities	403		(4)		2,157		(214)		2,560		(218)
Total debt securities - available-for-sale	$	11,377	$	(137)	$	28,841	$	(2,863)	$	40,218	$	(3,000)
December 31, 2023
Debt securities - available-for-sale:
U.S. government and agency obligations	$	1,270	$	(7)	$	2,077	$	(227)	$	3,347	$	(234)
State and municipal obligations	907		(7)		4,063		(315)		4,970		(322)
Corporate obligations	1,826		(17)		14,696		(1,169)		16,522		(1,186)
U.S. agency mortgage-backed securities	1,337		(12)		5,069		(696)		6,406		(708)
Non-U.S. agency mortgage-backed securities	279		(6)		2,202		(234)		2,481		(240)
Total debt securities - available-for-sale	$	5,619	$	(49)	$	28,107	$	(2,641)	$	33,726	$	(2,690)

The Company’s unrealized losses from debt securities as of June 30, 2024 were generated from approximately 33,000 positions out of a total of 40,000 positions. The Company believes that it will timely collect the principal and interest due on its debt securities that have an amortized cost in excess of fair value. The unrealized losses were primarily caused by interest rate increases and not by unfavorable changes in the credit quality associated with these securities which impacted the Company’s assessment on collectability of principal and interest. At each reporting period, the Company evaluates available-for-sale debt securities for any credit-related impairment when the fair value of the investment is less than its amortized cost. The Company evaluated the expected cash flows, the underlying credit quality and credit ratings of the issuers, noting no significant credit deterioration since purchase. As of June 30, 2024, the Company did not have the intent to sell any of the available-for-sale debt securities in an unrealized loss position. Therefore, the Company believes these losses to be temporary. The allowance for credit losses on available-for-sale debt securities at June 30, 2024 and December 31, 2023 was not material.

3. Fair Value

Certain assets and liabilities are measured at fair value in the Condensed Consolidated Financial Statements or have fair values disclosed in the Notes to the Condensed Consolidated Financial Statements. These assets and liabilities are classified into one of three levels of a hierarchy defined by GAAP.

For a description of the methods and assumptions that are used to estimate the fair value and determine the fair value hierarchy classification of each class of financial instrument, see Note 4 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in the 2023 10-K.

The following table presents a summary of fair value measurements by level and carrying values for items measured at fair value on a recurring basis in the Condensed Consolidated Balance Sheets:


(in millions)	Quoted Prices in Active Markets (Level 1)			Other Observable Inputs (Level 2)			Unobservable Inputs (Level 3)			Total Fair and Carrying Value
June 30, 2024
Cash and cash equivalents	$	26,070		$	216		$	—		$	26,286
Debt securities - available-for-sale:
U.S. government and agency obligations	4,571			172			—			4,743
State and municipal obligations	—			6,906			—			6,906
Corporate obligations	20			21,768			197			21,985
U.S. agency mortgage-backed securities	—			8,424			—			8,424
Non-U.S. agency mortgage-backed securities	—			2,676			—			2,676
Total debt securities - available-for-sale	4,591			39,946			197			44,734
Equity securities	1,701			16			69			1,786
Assets under management	1,414			1,893			107			3,414
Total assets at fair value	$	33,776		$	42,071		$	373		$	76,220
Percentage of total assets at fair value	44		%	55		%	1		%	100		%
December 31, 2023
Cash and cash equivalents	$	25,345		$	82		$	—		$	25,427
Debt securities - available-for-sale:
U.S. government and agency obligations	4,167			276			—			4,443
State and municipal obligations	—			7,353			—			7,353
Corporate obligations	15			21,800			202			22,017
U.S. agency mortgage-backed securities	—			8,296			—			8,296
Non-U.S. agency mortgage-backed securities	—			2,786			—			2,786
Total debt securities - available-for-sale	4,182			40,511			202			44,895
Equity securities	2,468			16			69			2,553
Assets under management	1,505			2,140			110			3,755
Total assets at fair value	$	33,500		$	42,749		$	381		$	76,630
Percentage of total assets at fair value	44		%	55		%	1		%	100		%

There were no transfers in or out of Level 3 financial assets or liabilities during the six months ended June 30, 2024 or 2023.

The following table presents a summary of fair value measurements by level and carrying values for certain financial instruments not measured at fair value on a recurring basis in the Condensed Consolidated Balance Sheets:


(in millions)	Quoted Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Total Fair Value		Total Carrying Value
June 30, 2024
Debt securities - held-to-maturity	$	531	$	27	$	—	$	558	$	565
Long-term debt and other financing obligations	$	—	$	61,144	$	—	$	61,144	$	65,186
December 31, 2023
Debt securities - held-to-maturity	$	524	$	72	$	—	$	596	$	603
Long-term debt and other financing obligations	$	—	$	59,851	$	—	$	59,851	$	61,449

Nonfinancial assets and liabilities or financial assets and liabilities that are measured at fair value on a nonrecurring basis are subject to fair value adjustments only in certain circumstances, such as when the Company records an impairment. The assets and liabilities within our South American operations held for sale as of June 30, 2024 were measured at the lower of carrying value or fair value less cost to sell. Fair value is measured based upon unobservable amounts, such as estimated selling price derived from Company-specific information and market conditions. There were no other significant fair value adjustments for assets and liabilities recorded during the six months ended June 30, 2024 or 2023.

4. Medical Costs Payable

The following table shows the components of the change in medical costs payable for the six months ended June 30:


(in millions)	2024		2023
Medical costs payable, beginning of period	$	32,395	$	29,056
Acquisitions (dispositions), net	(687)		1
Reported medical costs:
Current year	131,583		120,773
Prior years	(390)		(660)
Total reported medical costs	131,193		120,113
Medical payments:
Payments for current year	(102,288)		(91,621)
Payments for prior years	(27,887)		(25,602)
Total medical payments	(130,175)		(117,223)
Less: medical costs payable included within businesses held for sale	(179)		—
Medical costs payable, end of period	$	32,547	$	31,947

For the six months ended June 30, 2024 and 2023, prior years’ medical cost reserve development included no individual factors that were significant. Medical costs payable included reserves for claims incurred by consumers but not yet reported to the Company of $23.6 billion and $22.3 billion at June 30, 2024 and December 31, 2023, respectively.

5. Short-Term Borrowings and Long-Term Debt

In March 2024, the Company issued $6.0 billion of senior unsecured notes consisting of the following:


(in millions, except percentages)	Par Value
4.600% notes due April 2027	$	500
4.700% notes due April 2029	400
4.900% notes due April 2031	1,000
5.000% notes due April 2034	1,250
5.375% Notes due April 2054	1,750
5.500% Notes due April 2064	1,100

In July 2024, the Company issued $12.0 billion of senior unsecured notes consisting of the following:


(in millions, except percentages)	Par Value
Floating rate notes due July 2026	$	500
4.750% notes due July 2026	650
4.800% notes due January 2030	1,250
4.950% notes due January 2032	1,500
5.150% notes due July 2034	2,000
5.500% notes due July 2044	1,500
5.625% notes due July 2054	2,750
5.750% notes due July 2064	1,850

As of June 30, 2024, the Company had $9.9 billion of commercial paper outstanding, with a weighted-average annual interest rate of 5.4%.

In May 2024, the Company entered into an additional $3 billion 364-day revolving bank credit facility and a $5 billion 364-day delayed draw term loan. As of June 30, 2024 no amount had been drawn on any of the bank credit facilities.

For more information on the Company’s short-term borrowings, debt covenants and long-term debt, see Note 8 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in the 2023 10-K.

6. Shareholders’ Equity

Share Repurchase Program

In June 2024, the Company’s Board of Directors amended the Company’s share repurchase program to authorize the repurchase of up to 35 million shares of Common Stock, in addition to all remaining shares authorized to be repurchased under the Board’s 2018 renewal of the program. As of June 30, 2024, the Company had 44 million shares remaining available under its share repurchase authorization.

Dividends

In June 2024, the Company’s Board of Directors increased the Company’s quarterly cash dividend to shareholders to an annual rate of $8.40 compared to $7.52 per share, which the Company had paid since June 2023. Declaration and payment of future quarterly dividends is at the discretion of the Board of Directors and may be adjusted as business needs or market conditions change.

The following table provides details of the Company’s dividend payments during the six months ended June 30, 2024:


Payment Date	Amount per Share		Total Amount Paid
			(in millions)
March 19	$	1.88	$	1,729
June 25	2.10		1,935

7. Commitments and Contingencies

Pending Transactions

As of June 30, 2024, the Company had entered into transaction agreements in the health care sector, subject to regulatory approval and/or other customary closing conditions. The total anticipated consideration required for these transactions, excluding the payoff of acquired indebtedness, was approximately $6 billion. In July, 2024, the Company completed transactions in the health care sector for total consideration of approximately $10 billion.

Legal Matters

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

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

Government Investigations, Audits and Reviews

The Company has been involved or is currently involved in various governmental investigations, audits and reviews. These include routine, regular and special investigations, audits and reviews by the Centers for Medicare and Medicaid Services (CMS), state insurance and health and welfare departments, state attorneys general, the Office of the Inspector General, the Office of Personnel Management, the Office of Civil Rights, the Government Accountability Office, the Federal Trade Commission, U.S. Congressional committees, the U.S. Department of Justice (DOJ), the SEC, the Internal Revenue Service, the U.S. Drug Enforcement Administration, the U.S. Department of Labor, the Federal Deposit Insurance Corporation, the Consumer Financial Protection Bureau (CFPB), the Defense Contract Audit Agency and other governmental authorities. Similarly, the Company’s international businesses are also subject to investigations, audits and reviews by applicable foreign governments. The Company has also been responding to subpoenas, information requests and investigations from governmental entities. The Company can provide no assurance as to the scope and outcome of these matters and no assurance as to whether its business, financial condition or results of operations will be materially adversely affected. Certain of the Company’s businesses have been reviewed or are currently under review, including for, among other matters, compliance with coding and other requirements under the Medicare risk-adjustment model. CMS has selected certain of the Company’s local plans for risk adjustment data validation (RADV) audits to validate the coding practices of and supporting documentation maintained by health care providers and such audits may result in retrospective adjustments to payments made to the Company’s health plans.

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

8. Disposition and Held for Sale

On February 6, 2024, the Company completed the sale of its Brazil operations. During the six months ended June 30, 2024, the Company recorded a loss of $7.1 billion within the Condensed Consolidated Statement of Operations, 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. The sales are expected to close within a year, subject to regulatory and other customary closing conditions. The Company determined that the businesses are classified as held for sale. Assets and liabilities held for sale have been included within prepaid and other current assets and other current liabilities on the Condensed Consolidated Balance Sheet, respectively. In the second quarter of 2024, the Company recorded a loss of $1.2 billion within the Condensed Consolidated Statements of Operations, of which $867 million related to the impact of cumulative foreign currency translation losses.

The assets and liabilities of the Brazil and held for sale disposal groups as of the date of the sale and as of June 30, 2024, respectively, were as follows:


(in millions)	Brazil Disposition		Businesses Held for Sale
Assets
Cash and cash equivalents	$	778	$	265
Accounts receivable and other current assets	515		608
Long-term investments	788		39
Property, equipment and capitalized software	1,052		633
Deferred tax assets	1,035		—
Goodwill and other intangible assets	317		445
Other long-term assets	439		246
Remeasurement of assets of businesses held for sale to fair value less cost to sell(1)	—		(1,225)
Total assets	$	4,924	$	1,011
Liabilities
Medical costs payable	$	701	$	179
Accounts payable and other current liabilities	834		378
Other long-term liabilities	136		524
Total liabilities	$	1,671	$	1,081

(1) Includes the effect of $867 million of cumulative foreign currency translation losses and $52 million of noncontrolling interests.

9. Segment Financial Information

The Company’s four reportable segments are UnitedHealthcare, Optum Health, Optum Insight and Optum Rx. For more information on the Company’s segments, see Part I, Item I, “Business” and Note 14 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in the 2023 10-K.

The following tables present reportable segment financial information:


			Optum
(in millions)	UnitedHealthcare		Optum Health		Optum Insight		Optum Rx		Optum Eliminations		Optum		Corporate and Eliminations		Consolidated
Three Months Ended June 30, 2024
Revenues - unaffiliated customers:
Premiums	$	70,950	$	5,947	$	—	$	—	$	—	$	5,947	$	—	$	76,897
Products	—		62		41		12,108		—		12,211		—		12,211
Services	2,388		4,083		1,405		874		—		6,362		—		8,750
Total revenues - unaffiliated customers	73,338		10,092		1,446		12,982		—		24,520		—		97,858
Total revenues - affiliated customers	—		16,576		3,070		19,373		(1,129)		37,890		(37,890)		—
Investment and other income	528		382		27		60		—		469		—		997
Total revenues	$	73,866	$	27,050	$	4,543	$	32,415	$	(1,129)	$	62,879	$	(37,890)	$	98,855
Earnings from operations	$	4,004	$	1,919	$	546	$	1,406	$	—	$	3,871	$	—	$	7,875
Interest expense	—		—		—		—		—		—		(985)		(985)
Loss on sale of subsidiary and subsidiaries held for sale	(1,225)		—		—		—		—		—		—		(1,225)
Earnings before income taxes	$	2,779	$	1,919	$	546	$	1,406	$	—	$	3,871	$	(985)	$	5,665
Three Months Ended June 30, 2023
Revenues - unaffiliated customers:
Premiums	$	67,047	$	5,427	$	—	$	—	$	—	$	5,427	$	—	$	72,474
Products	—		51		39		10,561		—		10,651		—		10,651
Services	2,584		3,541		1,995		543		—		6,079		—		8,663
Total revenues - unaffiliated customers	69,631		9,019		2,034		11,104		—		22,157		—		91,788
Total revenues - affiliated customers	—		14,454		2,615		17,496		(893)		33,672		(33,672)		—
Investment and other income	600		444		25		46		—		515		—		1,115
Total revenues	$	70,231	$	23,917	$	4,674	$	28,646	$	(893)	$	56,344	$	(33,672)	$	92,903
Earnings from operations	$	4,358	$	1,525	$	968	$	1,206	$	—	$	3,699	$	—	$	8,057
Interest expense	—		—		—		—		—		—		(828)		(828)
Earnings before income taxes	$	4,358	$	1,525	$	968	$	1,206	$	—	$	3,699	$	(828)	$	7,229


			Optum
(in millions)	UnitedHealthcare		Optum Health		Optum Insight		Optum Rx		Optum Eliminations		Optum		Corporate and Eliminations		Consolidated
Six Months Ended June 30, 2024
Revenues - unaffiliated customers:
Premiums	$	143,243	$	11,642	$	—	$	—	$	—	$	11,642	$	—	$	154,885
Products	—		121		82		23,917		—		24,120		—		24,120
Services	4,917		8,053		3,107		1,561		—		12,721		—		17,638
Total revenues - unaffiliated customers	148,160		19,816		3,189		25,478		—		48,483		—		196,643
Total revenues - affiliated customers	—		33,193		5,801		37,654		(2,145)		74,503		(74,503)		—
Investment and other income	1,063		772		55		118		—		945		—		2,008
Total revenues	$	149,223	$	53,781	$	9,045	$	63,250	$	(2,145)	$	123,931	$	(74,503)	$	198,651
Earnings from operations	$	8,399	$	3,818	$	1,036	$	2,553	$	—	$	7,407	$	—	$	15,806
Interest expense	—		—		—		—		—		—		(1,829)		(1,829)
Loss on sale of subsidiary and subsidiaries held for sale	(8,311)		—		—		—		—		—		—		(8,311)
Earnings before income taxes	$	88	$	3,818	$	1,036	$	2,553	$	—	$	7,407	$	(1,829)	$	5,666
Six Months Ended June 30, 2023
Revenues - unaffiliated customers:
Premiums	$	134,505	$	10,755	$	—	$	—	$	—	$	10,755	$	—	$	145,260
Products	—		95		79		20,744		—		20,918		—		20,918
Services	5,139		6,630		3,921		1,053		—		11,604		—		16,743
Total revenues - unaffiliated customers	139,644		17,480		4,000		21,797		—		43,277		—		182,921
Total revenues - affiliated customers	—		28,720		5,125		34,175		(1,752)		66,268		(66,268)		—
Investment and other income	1,055		721		45		92		—		858		—		1,913
Total revenues	$	140,699	$	46,921	$	9,170	$	56,064	$	(1,752)	$	110,403	$	(66,268)	$	184,834
Earnings from operations	$	8,701	$	3,301	$	1,875	$	2,266	$	—	$	7,442	$	—	$	16,143
Interest expense	—		—		—		—		—		—		(1,582)		(1,582)
Earnings before income taxes	$	8,701	$	3,301	$	1,875	$	2,266	$	—	$	7,442	$	(1,582)	$	14,561

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