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)	September 30, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	32,400	$	25,427
Short-term investments	4,734		4,201
Accounts receivable, net	20,024		21,276
Other current receivables, net	27,461		17,694
Assets under management	—		3,755
Prepaid expenses and other current assets	7,639		6,084
Total current assets	92,258		78,437
Long-term investments	48,689		47,609
Property, equipment and capitalized software, net	10,139		11,450
Goodwill	105,978		103,732
Other intangible assets, net	23,594		15,194
Other assets	18,651		17,298
Total assets	$	299,309	$	273,720
Liabilities, redeemable noncontrolling interests and equity
Current liabilities:
Medical costs payable	$	33,951	$	32,395
Accounts payable and accrued liabilities	33,080		31,958
Short-term borrowings and current maturities of long-term debt	3,909		4,274
Unearned revenues	3,320		3,355
Other current liabilities	27,305		27,072
Total current liabilities	101,565		99,054
Long-term debt, less current maturities	74,101		58,263
Deferred income taxes	4,014		3,021
Other liabilities	15,174		14,463
Total liabilities	194,854		174,801
Commitments and contingencies (Note 8)
Redeemable noncontrolling interests	4,574		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; 923 and 924 issued and outstanding	9		9
Additional paid-in capital	461		—
Retained earnings	96,518		95,774
Accumulated other comprehensive loss	(2,453)		(7,027)
Nonredeemable noncontrolling interests	5,346		5,665
Total equity	99,881		94,421
Total liabilities, redeemable noncontrolling interests and equity	$	299,309	$	273,720

See Notes to the Condensed Consolidated Financial Statements

UnitedHealth Group

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions, except per share data)	2024		2023		2024		2023
Revenues:
Premiums	$	77,442	$	72,339	$	232,327	$	217,599
Products	12,631		10,354		36,751		31,272
Services	9,104		8,671		26,742		25,414
Investment and other income	1,643		997		3,651		2,910
Total revenues	100,820		92,361		299,471		277,195
Operating costs:
Medical costs	65,957		59,550		197,150		179,663
Operating costs	13,280		13,855		40,519		41,289
Cost of products sold	11,834		9,423		34,230		28,576
Depreciation and amortization	1,041		1,007		3,058		2,998
Total operating costs	92,112		83,835		274,957		252,526
Earnings from operations	8,708		8,526		24,514		24,669
Interest expense	(1,074)		(834)		(2,903)		(2,416)
Loss on sale of subsidiary and subsidiaries held for sale	(20)		—		(8,331)		—
Earnings before income taxes	7,614		7,692		13,280		22,253
Provision for income taxes	(1,356)		(1,654)		(3,822)		(4,784)
Net earnings	6,258		6,038		9,458		17,469
Earnings attributable to noncontrolling interests	(203)		(197)		(596)		(543)
Net earnings attributable to UnitedHealth Group common shareholders	$	6,055	$	5,841	$	8,862	$	16,926
Earnings per share attributable to UnitedHealth Group common shareholders:
Basic	$	6.56	$	6.31	$	9.61	$	18.20
Diluted	$	6.51	$	6.24	$	9.53	$	18.01
Basic weighted-average number of common shares outstanding	923		926		922		930
Dilutive effect of common share equivalents	7		10		8		10
Diluted weighted-average number of common shares outstanding	930		936		930		940
Anti-dilutive shares excluded from the calculation of dilutive effect of common share equivalents	4		6		6		6

See Notes to the Condensed Consolidated Financial Statements

UnitedHealth Group

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2024		2023		2024		2023
Net earnings	$	6,258	$	6,038	$	9,458	$	17,469
Other comprehensive income (loss):
Gross unrealized gains (losses) on investment securities during the period	1,434		(893)		1,069		(684)
Income tax effect	(328)		204		(243)		156
Total unrealized gains (losses), net of tax	1,106		(689)		826		(528)
Gross reclassification adjustment for net realized (gains) losses included in net earnings	(291)		7		(349)		(27)
Income tax effect	67		(2)		80		6
Total reclassification adjustment, net of tax	(224)		5		(269)		(21)
Foreign currency translation gains (losses)	88		(354)		(197)		254
Reclassification adjustment for translation losses included in net earnings	—		—		4,214		—
Total foreign currency translation gains (losses)	88		(354)		4,017		254
Other comprehensive income (loss)	970		(1,038)		4,574		(295)
Comprehensive income	7,228		5,000		14,032		17,174
Comprehensive income attributable to noncontrolling interests	(203)		(197)		(596)		(543)
Comprehensive income attributable to UnitedHealth Group common shareholders	$	7,025	$	4,803	$	13,436	$	16,631

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 September 30, (in millions)	Shares	Amount				Net Unrealized (Losses) Gains on Investments		Foreign Currency Translation (Losses) Gains
Balance at June 30, 2024	921	$	9	$	373	$	92,400	$	(2,296)	$	(1,127)	$	5,317	$	94,676
Net earnings						6,055						155		6,210
Other comprehensive income								882		88				970
Issuances of common stock, and related tax effects	4	—		842										842
Share-based compensation				208										208
Common share repurchases	(2)	—		(957)		—								(957)
Cash dividends paid on common shares ($2.10 per share)						(1,937)								(1,937)
Redeemable noncontrolling interests fair value and other adjustments				(5)										(5)
Acquisition and other adjustments of nonredeemable noncontrolling interests												28		28
Distribution to nonredeemable noncontrolling interests												(154)		(154)
Balance at September 30, 2024	923	$	9	$	461	$	96,518	$	(1,414)	$	(1,039)	$	5,346	$	99,881

Balance at June 30, 2023	927	$	9	$	—	$	89,994	$	(2,643)	$	(5,007)	$	5,015	$	87,368
Net earnings						5,841						149		5,990
Other comprehensive loss								(684)		(354)				(1,038)
Issuances of common stock, and related tax effects	1	—		395										395
Share-based compensation				235										235
Common share repurchases	(3)	—		(588)		(923)								(1,511)
Cash dividends paid on common shares ($1.88 per share)						(1,739)								(1,739)
Redeemable noncontrolling interests fair value and other adjustments				(42)										(42)
Acquisition and other adjustments of nonredeemable noncontrolling interests												42		42
Distribution to nonredeemable noncontrolling interests												(136)		(136)
Balance at September 30, 2023	925	$	9	$	—	$	93,173	$	(3,327)	$	(5,361)	$	5,070	$	89,564

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
Nine months ended September 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						8,862						462		9,324
Other comprehensive income								557		4,017				4,574
Issuances of common stock, and related tax effects	7	—		1,280										1,280
Share-based compensation				770										770
Common share repurchases	(8)	—		(1,528)		(2,517)								(4,045)
Cash dividends paid on common shares ($6.08 per share)						(5,601)								(5,601)
Redeemable noncontrolling interests fair value and other adjustments				(61)										(61)
Acquisition and other adjustments of nonredeemable noncontrolling interests												(291)		(291)
Distribution to nonredeemable noncontrolling interests												(490)		(490)
Balance at September 30, 2024	923	$	9	$	461	$	96,518	$	(1,414)	$	(1,039)	$	5,346	$	99,881

Balance at January 1, 2023	934	$	9	$	—	$	86,156	$	(2,778)	$	(5,615)	$	3,678	$	81,450
Net earnings						16,926						401		17,327
Other comprehensive (loss) income								(549)		254				(295)
Issuances of common stock, and related tax effects	4	—		963										963
Share-based compensation				833										833
Common share repurchases	(13)	—		(1,663)		(4,886)								(6,549)
Cash dividends paid on common shares ($5.41 per share)						(5,023)								(5,023)
Redeemable noncontrolling interests fair value and other adjustments				(133)										(133)
Acquisition and other adjustments of nonredeemable noncontrolling interests												1,339		1,339
Distribution to nonredeemable noncontrolling interests												(348)		(348)
Balance at September 30, 2023	925	$	9	$	—	$	93,173	$	(3,327)	$	(5,361)	$	5,070	$	89,564

See Notes to the Condensed Consolidated Financial Statements

UnitedHealth Group

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Nine Months Ended September 30,
(in millions)	2024		2023
Operating activities
Net earnings	$	9,458	$	17,469
Noncash items:
Depreciation and amortization	3,058		2,998
Deferred income taxes	(234)		(494)
Share-based compensation	831		851
Loss on sale of subsidiary and subsidiaries held for sale	8,331		—
Other, net	(610)		(59)
Net change in other operating items, net of effects from acquisitions and dispositions:
Accounts receivable	685		(2,574)
Other assets	(2,988)		(2,358)
Medical costs payable	2,235		3,837
Accounts payable and other liabilities	1,250		2,370
Unearned revenues	(181)		12,221
Cash flows from operating activities	21,835		34,261
Investing activities
Purchases of investments	(19,951)		(12,998)
Sales of investments	15,065		3,674
Maturities of investments	6,738		6,474
Cash paid for acquisitions and other transactions, net of cash assumed	(11,674)		(8,389)
Purchases of property, equipment and capitalized software	(2,587)		(2,427)
Loans to care providers - cyberattack	(8,904)		—
Repayments of care provider loans - cyberattack	3,189		—
Other, net	(1,284)		(721)
Cash flows used for investing activities	(19,408)		(14,387)
Financing activities
Common share repurchases	(4,028)		(6,500)
Cash dividends paid	(5,601)		(5,023)
Proceeds from common stock issuances	1,611		1,039
Repayments of long-term debt	(2,500)		(2,125)
(Repayments of) proceeds from short-term borrowings, net	(191)		1,579
Proceeds from issuance of long-term debt	17,811		6,394
Customer funds administered	(1,059)		2,037
Other, net	(1,213)		(1,774)
Cash flows from (used for) financing activities	4,830		(4,373)
Effect of exchange rate changes on cash and cash equivalents	(30)		49
Increase in cash and cash equivalents, including cash within businesses held for sale	7,227		15,550
Less: cash within businesses held for sale	(254)		—
Net increase in cash and cash equivalents	6,973		15,550
Cash and cash equivalents, beginning of period	25,427		23,365
Cash and cash equivalents, end of period	$	32,400	$	38,915

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 September 30, 2024 and December 31, 2023, accounts receivable related to products and services were $9.2 billion and $8.6 billion, respectively. As of September 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 $13.0 billion, of which approximately half is expected to be recognized in the next three years.

Assets Under Management

In July 2024, the Company amended and restated 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 Condensed Consolidated Balance Sheet based upon their classification.

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

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
September 30, 2024
Debt securities - available-for-sale:
U.S. government and agency obligations	$	5,005	$	5	$	(182)	$	4,828
State and municipal obligations	7,301		23		(256)		7,068
Corporate obligations	23,752		82		(781)		23,053
U.S. agency mortgage-backed securities	9,209		21		(600)		8,630
Non-U.S. agency mortgage-backed securities	2,832		6		(154)		2,684
Total debt securities - available-for-sale	48,099		137		(1,973)		46,263
Debt securities - held-to-maturity:
U.S. government and agency obligations	414		1		(2)		413
State and municipal obligations	28		—		(2)		26
Corporate obligations	22		—		—		22
Total debt securities - held-to-maturity	464		1		(4)		461
Total debt securities	$	48,563	$	138	$	(1,977)	$	46,724
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 $4.9 billion of equity securities as of September 30, 2024 and December 31, 2023. The Company’s investments in equity securities primarily consist of venture investments and employee savings plan related investments. Additionally, the Company’s investments included $1.8 billion and $1.4 billion of equity method investments primarily in operating businesses in the health care sector as of September 30, 2024 and December 31, 2023, respectively. The allowance for credit losses on held-to-maturity securities at September 30, 2024 and December 31, 2023 was not material.

The amortized cost and fair value of debt securities as of September 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	$	4,881	$	4,861	$	320	$	319
Due after one year through five years	15,152		14,810		113		114
Due after five years through ten years	10,993		10,432		14		13
Due after ten years	5,032		4,846		17		15
U.S. agency mortgage-backed securities	9,209		8,630		—		—
Non-U.S. agency mortgage-backed securities	2,832		2,684		—		—
Total debt securities	$	48,099	$	46,263	$	464	$	461

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
September 30, 2024
Debt securities - available-for-sale:
U.S. government and agency obligations	$	894	$	(7)	$	2,448	$	(175)	$	3,342	$	(182)
State and municipal obligations	726		(6)		4,278		(250)		5,004		(256)
Corporate obligations	3,499		(18)		12,174		(763)		15,673		(781)
U.S. agency mortgage-backed securities	2,140		(20)		5,018		(580)		7,158		(600)
Non-U.S. agency mortgage-backed securities	138		(1)		1,990		(153)		2,128		(154)
Total debt securities - available-for-sale	$	7,397	$	(52)	$	25,908	$	(1,921)	$	33,305	$	(1,973)
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 September 30, 2024 were generated from approximately 27,000 positions out of a total of 41,000 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 September 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 September 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
September 30, 2024
Cash and cash equivalents	$	32,230		$	170		$	—		$	32,400
Debt securities - available-for-sale:
U.S. government and agency obligations	4,682			146			—			4,828
State and municipal obligations	—			7,068			—			7,068
Corporate obligations	27			22,719			307			23,053
U.S. agency mortgage-backed securities	—			8,630			—			8,630
Non-U.S. agency mortgage-backed securities	—			2,684			—			2,684
Total debt securities - available-for-sale	4,709			41,247			307			46,263
Equity securities	1,833			25			65			1,923
Total assets at fair value	$	38,772		$	41,442		$	372		$	80,586
Percentage of total assets at fair value	48		%	51		%	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 nine months ended September 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
September 30, 2024
Debt securities - held-to-maturity	$	435	$	26	$	—	$	461	$	464
Long-term debt and other financing obligations	$	—	$	75,798	$	—	$	75,798	$	76,780
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 September 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 nine months ended September 30, 2024 or 2023.

4. Medical Costs Payable

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


(in millions)	2024		2023
Medical costs payable, beginning of period	$	32,395	$	29,056
Acquisitions (dispositions), net	(755)		1
Reported medical costs:
Current year	197,750		180,423
Prior years	(600)		(760)
Total reported medical costs	197,150		179,663
Medical payments:
Payments for current year	(165,544)		(149,671)
Payments for prior years	(29,095)		(26,257)
Total medical payments	(194,639)		(175,928)
Less: medical costs payable included within businesses held for sale	(200)		—
Medical costs payable, end of period	$	33,951	$	32,792

For the nine months ended September 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 $24.1 billion and $22.3 billion at September 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 September 30, 2024, the Company had $1.2 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. The $5 billion 364-day delayed draw term loan was terminated in September 2024. As of September 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. Other Intangible Assets

The fair values and weighted-average useful lives assigned to intangible assets as a result of transactions completed during the nine months ended September 30, 2024 consisted of the following:


(in millions, except years)	Fair Value		Weighted-Average Useful Life
Customer-related	$	1,070	13 years
Trademarks and technology	509		5 years
Other	20		8 years
Total finite-lived	$	1,599	11 years
Total indefinite-lived - trade names, trademarks, operating licenses and certificates and other	8,793
Total intangible assets	$	10,392

7. 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 September 30, 2024, the Company had 42 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 nine months ended September 30, 2024:


Payment Date	Amount per Share		Total Amount Paid
			(in millions)
March 19	$	1.88	$	1,729
June 25	2.10		1,935
September 24	2.10		1,937

8. Commitments and Contingencies

Pending Transactions

As of September 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 $5 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 for 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, the Defense Contract Audit Agency, the Food and Drug Administration 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.

9. Dispositions and Held for Sale

During the nine months ended September 30, 2024, the Company completed or initiated various business portfolio and asset disposition activities. The Company recorded a loss of $7.1 billion related to the sale of its Brazil operations, of which $4.1 billion related to the impact of cumulative foreign currency translation losses previously included in accumulated other comprehensive loss, and a loss of $1.2 billion related to the reclassification of the Company’s remaining South American operations as held for sale, of which $876 million related to the impact of cumulative foreign currency translation losses.

The Company also sold other businesses and assets for $1.0 billion in total consideration, with a carrying value of $241 million, and the difference reflected in the Condensed Consolidated Statement of Operations. The sales of the Company’s remaining South American assets are expected to close within a year, subject to regulatory and other customary closing conditions. 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.

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


(in millions)	Brazil Disposition		Businesses Held for Sale
Assets
Cash and cash equivalents	$	778	$	254
Accounts receivable and other current assets	515		652
Long-term investments	788		36
Property, equipment and capitalized software	1,052		674
Deferred tax assets	1,035		—
Goodwill and other intangible assets	317		450
Other long-term assets	439		253
Remeasurement of assets of businesses held for sale to fair value less cost to sell(1)	—		(1,245)
Total assets	$	4,924	$	1,074
Liabilities
Medical costs payable	$	701	$	200
Accounts payable and other current liabilities	834		395
Other long-term liabilities	136		544
Total liabilities	$	1,671	$	1,139

(1) Includes the effect of $876 million of cumulative foreign currency translation losses and $54 million of noncontrolling interests.

10. 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 September 30, 2024
Revenues - unaffiliated customers:
Premiums	$	71,624	$	5,818	$	—	$	—	$	—	$	5,818	$	—	$	77,442
Products	—		84		41		12,506		—		12,631		—		12,631
Services	2,422		3,953		1,700		1,029		—		6,682		—		9,104
Total revenues - unaffiliated customers	74,046		9,855		1,741		13,535		—		25,131		—		99,177
Total revenues - affiliated customers	—		15,448		3,086		20,554		(1,130)		37,958		(37,958)		—
Investment and other income	807		614		104		118		—		836		—		1,643
Total revenues	$	74,853	$	25,917	$	4,931	$	34,207	$	(1,130)	$	63,925	$	(37,958)	$	100,820
Earnings from operations	$	4,212	$	2,161	$	791	$	1,544	$	—	$	4,496	$	—	$	8,708
Interest expense	—		—		—		—		—		—		(1,074)		(1,074)
Loss on sale of subsidiary and subsidiaries held for sale	(20)		—		—		—		—		—		—		(20)
Earnings before income taxes	$	4,192	$	2,161	$	791	$	1,544	$	—	$	4,496	$	(1,074)	$	7,614
Three Months Ended September 30, 2023
Revenues - unaffiliated customers:
Premiums	$	66,709	$	5,630	$	—	$	—	$	—	$	5,630	$	—	$	72,339
Products	—		61		40		10,253		—		10,354		—		10,354
Services	2,550		3,629		1,938		554		—		6,121		—		8,671
Total revenues - unaffiliated customers	69,259		9,320		1,978		10,807		—		22,105		—		91,364
Total revenues - affiliated customers	—		14,227		2,964		17,999		(961)		34,229		(34,229)		—
Investment and other income	594		317		35		51		—		403		—		997
Total revenues	$	69,853	$	23,864	$	4,977	$	28,857	$	(961)	$	56,737	$	(34,229)	$	92,361
Earnings from operations	$	4,592	$	1,568	$	1,109	$	1,257	$	—	$	3,934	$	—	$	8,526
Interest expense	—		—		—		—		—		—		(834)		(834)
Earnings before income taxes	$	4,592	$	1,568	$	1,109	$	1,257	$	—	$	3,934	$	(834)	$	7,692


			Optum
(in millions)	UnitedHealthcare		Optum Health		Optum Insight		Optum Rx		Optum Eliminations		Optum		Corporate and Eliminations		Consolidated
Nine Months Ended September 30, 2024
Revenues - unaffiliated customers:
Premiums	$	214,867	$	17,460	$	—	$	—	$	—	$	17,460	$	—	$	232,327
Products	—		205		123		36,423		—		36,751		—		36,751
Services	7,339		12,006		4,807		2,590		—		19,403		—		26,742
Total revenues - unaffiliated customers	222,206		29,671		4,930		39,013		—		73,614		—		295,820
Total revenues - affiliated customers	—		48,641		8,887		58,208		(3,275)		112,461		(112,461)		—
Investment and other income	1,870		1,386		159		236		—		1,781		—		3,651
Total revenues	$	224,076	$	79,698	$	13,976	$	97,457	$	(3,275)	$	187,856	$	(112,461)	$	299,471
Earnings from operations	$	12,611	$	5,979	$	1,827	$	4,097	$	—	$	11,903	$	—	$	24,514
Interest expense	—		—		—		—		—		—		(2,903)		(2,903)
Loss on sale of subsidiary and subsidiaries held for sale	(8,331)		—		—		—		—		—		—		(8,331)
Earnings before income taxes	$	4,280	$	5,979	$	1,827	$	4,097	$	—	$	11,903	$	(2,903)	$	13,280
Nine Months Ended September 30, 2023
Revenues - unaffiliated customers:
Premiums	$	201,214	$	16,385	$	—	$	—	$	—	$	16,385	$	—	$	217,599
Products	—		156		119		30,997		—		31,272		—		31,272
Services	7,689		10,259		5,859		1,607		—		17,725		—		25,414
Total revenues - unaffiliated customers	208,903		26,800		5,978		32,604		—		65,382		—		274,285
Total revenues - affiliated customers	—		42,947		8,089		52,174		(2,713)		100,497		(100,497)		—
Investment and other income	1,649		1,038		80		143		—		1,261		—		2,910
Total revenues	$	210,552	$	70,785	$	14,147	$	84,921	$	(2,713)	$	167,140	$	(100,497)	$	277,195
Earnings from operations	$	13,293	$	4,869	$	2,984	$	3,523	$	—	$	11,376	$	—	$	24,669
Interest expense	—		—		—		—		—		—		(2,416)		(2,416)
Earnings before income taxes	$	13,293	$	4,869	$	2,984	$	3,523	$	—	$	11,376	$	(2,416)	$	22,253

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