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What changed in UnitedHealth Group's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of UnitedHealth Group's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+208 added−202 removedSource: 10-K (2025-02-27) vs 10-K (2024-02-28)

Top changes in UnitedHealth Group's 2024 10-K

208 paragraphs added · 202 removed · 169 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changePrior 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. Erin McSweeney has served as Executive Vice President and Chief People Officer of UnitedHealth Group since March 2022.
Biggest changePrior to joining UnitedHealth Group, Erin was Executive Vice President and Chief Human Resources Officer for EMC Corporation, an international technology company. Tim Noel has served as Chief Executive Officer of UnitedHealthcare since January 2025.
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 laundering, securities and antitrust compliance. Privacy, Security and Data Standards Regulation.
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 laundering and securities and antitrust compliance. Privacy, Security and Data Standards Regulation.
Our mission and values attract individuals who are determined to make a difference – individuals whose talent, innovation, engagement and empowerment are critical in our ability to achieve our mission. We are committed to developing our people and culture by creating an inclusive environment where people of diverse backgrounds, experiences and perspectives make us better.
Our mission and values attract individuals who are determined to make a difference – individuals whose talent, innovation, engagement and empowerment are critical in our ability to achieve our mission. We are committed to developing our people and culture by creating an inclusive environment where people of diverse talents, backgrounds, experiences and perspectives make us better.
Optum Health delivers primary, specialty, surgical and urgent 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 Health delivers primary, specialty and 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.
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, hearing, accident protection, critical illness, disability and hospital indemnity offerings.
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, accident protection, critical illness, disability and hospital indemnity offerings.
Optum Health Optum Health provides comprehensive and patient-centered care, addressing the physical, mental, social, and financial well-being of 103 million consumers and serves more than 100 health payer partners. We engage people in the most appropriate care settings, including clinical sites, in-home and virtual.
Optum Health Optum Health provides comprehensive and patient-centered care, addressing the physical, mental, social, and financial well-being of 100 million consumers and serves more than 100 health payer partners. We engage people in the most appropriate care settings, including clinical sites, in-home and virtual.
We strive to maintain a sustainable and diverse talent pipeline by building strong strategic partnerships and outreach through early career programs, internships and apprenticeships. We support career coaching, mentorship and accelerated leadership development programs to ensure mobility and advancement for our diverse talent.
We strive to maintain a skilled, sustainable and diverse talent pipeline by building strong strategic partnerships and outreach through early career programs, internships and apprenticeships. We support career coaching, mentorship and accelerated leadership development programs to ensure mobility and advancement for our diverse talent.
HITECH imposes requirements on uses and disclosures of 5 Table of Contents 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.
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.
Combines data and analytics expertise with comprehensive technologies and health care knowledge to help life sciences companies, including those in pharmaceuticals and medical technology, adopt a more comprehensive approach to advancing therapeutic discoveries and improving clinical outcomes. Many of Optum Insight’s software and information products and professional services are delivered over extended periods, often several years.
Combines data and analytics expertise with comprehensive technologies and health care knowledge to help life sciences companies, including those in pharmaceuticals and medical technology, adopt a more comprehensive approach to advancing therapeutic discoveries and improving clinical outcomes. 2 Table of Contents Many of Optum Insight’s software and information products and professional services are delivered over extended periods, often several years.
In the conduct of our business, depending on the circumstances, we may act as either a covered entity or a business associate. The use and disclosure of individually identifiable health data by our businesses are also regulated in some instances by other federal laws, including the Gramm-Leach-Bliley Act (GLBA) or state statutes implementing GLBA.
In the conduct of our business, depending on the circumstances, we may act as either a covered entity or a business associate. 5 Table of Contents The use and disclosure of individually identifiable health data by our businesses are also regulated in some instances by other federal laws, including the Gramm-Leach-Bliley Act (GLBA) or state statutes implementing GLBA.
In the event of unfavorable examination results from any of these agencies, the bank could become subject to increased operational expenses and capital requirements, enhanced governmental oversight and monetary penalties. Non-U.S. Regulation Certain of our businesses operate internationally and are subject to regulation in the jurisdictions in which they are organized or conduct business.
In the event of unfavorable examination results from any of these agencies, the bank could become subject to increased operational expenses and capital requirements, enhanced governmental oversight and monetary penalties. 7 Table of Contents Non-U.S. Regulation Certain of our businesses operate internationally and are subject to regulation in the jurisdictions in which they are organized or conduct business.
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 of care.
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 for care.
See Part I, Item 1A, “Risk Factors” for a discussion of the risks related to compliance with state privacy and security regulations. Corporate Practice of Medicine and Fee-Splitting Laws. Certain of our businesses function as direct medical service providers and, as such, are subject to additional laws and regulations.
See Part I, Item 1A, “Risk Factors” for a discussion of the risks related to compliance with state privacy and security regulations. 6 Table of Contents Corporate Practice of Medicine and Fee-Splitting Laws. Certain of our businesses function as direct medical service providers and, as such, are subject to additional laws and regulations.
Premium amounts received from CMS vary based on the geographic areas in which individuals reside; demographic factors such as age, gender and institutionalized status; and the health status of the individual. UnitedHealthcare Medicare & Retirement served 7.7 million people through its Medicare Advantage products as of December 31, 2023.
Premium amounts received from CMS vary based on the geographic areas in which individuals reside; demographic factors such as age, gender and institutionalized status; and the health status of the individual. UnitedHealthcare Medicare & Retirement served 7.8 million people through its Medicare Advantage products as of December 31, 2024.
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 7 Table of Contents the bank’s compliance with applicable state banking statutes, regulations and agency guidelines.
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 the bank’s compliance with applicable state banking statutes, regulations and agency guidelines.
Optum Insight maintains an order backlog to track unearned revenues under these long-term arrangements. 2 Table of Contents The backlog consists of estimated revenue from signed contracts, other legally binding agreements and anticipated contract renewals based on historical experience with Optum Insight’s customers.
Optum Insight maintains an order backlog to track unearned revenues under these long-term arrangements. The backlog consists of estimated revenue from signed contracts, other legally binding agreements and anticipated contract renewals based on historical experience with Optum Insight’s customers.
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 monthly service fee per individual served.
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 3 Table of Contents monthly service fee per individual served.
Optum Financial, including Optum Bank, serves consumers through more than 24 million consumer accounts with nearly $22 billion in assets under management as of December 31, 2023. Organizations across the health system rely on Optum Financial to manage and improve payment flows through its highly automated, scalable, end-to-end digital payment and financing systems and integrated card solutions.
Optum Financial, including Optum Bank, serves consumers through more than 27 million consumer accounts with $24 billion in assets under management as of December 31, 2024. Organizations across the health system rely on Optum Financial to manage and improve payment flows through its highly automated, scalable, end-to-end digital payment and financing systems and integrated card solutions.
As of December 31, 2023, UnitedHealthcare enrolled 10.2 million people in the Medicare Part D programs, including 3.3 million individuals in stand-alone Medicare Part D plans, with the remainder in Medicare Advantage plans incorporating Medicare Part D coverage. Medicare Supplement. Provides a full range of supplemental products at diverse price points.
As of December 31, 2024, UnitedHealthcare enrolled 10.1 million people in the Medicare Part D programs, including 3.1 million individuals in stand-alone Medicare Part D plans, with the remainder in Medicare Advantage plans incorporating Medicare Part D coverage. Medicare Supplement. Provides a full range of supplemental products at diverse price points.
State consumer protection laws may also apply to privacy and security practices related to personally identifiable information, including information related to consumers and care providers. Different approaches to state privacy 6 Table of Contents and insurance regulation and varying enforcement philosophies may materially and adversely affect our ability to standardize our products and services across state lines.
State consumer protection laws may also apply to privacy and security practices related to personally identifiable information, including information related to consumers and care providers. 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.
Major product categories include: Medicare Advantage. Provides health care coverage for seniors and other eligible Medicare beneficiaries through the Medicare Advantage program administered by the Centers for Medicare & Medicaid Services (CMS), including Medicare Advantage HMO plans, Preferred Provider Organization (PPO) plans, Point-of-Service plans, Private-Fee-for-Service plans and Special Needs Plans (SNPs).
Provides health care coverage for seniors and other eligible Medicare beneficiaries through the Medicare Advantage program administered by the Centers for Medicare & Medicaid Services (CMS), including Medicare Advantage HMO plans, Preferred Provider Organization (PPO) plans, Point-of-Service plans, Private-Fee-for-Service plans and Special Needs Plans (SNPs).
Information on or linked to our website is neither part of nor incorporated by reference into this Annual Report on Form 10-K or any other SEC filings.
Information on or linked to our website is neither part of nor incorporated by reference into this Annual Report on Form 10-K or any other SEC filings. 9 Table of Contents
In 2023, Optum Rx managed $159 billion in pharmaceutical spending, including $63 billion in specialty pharmaceutical spending. Optum Rx serves health benefits providers, large national employer plans, unions and trusts, purchasing coalitions and public-sector entities. Optum Rx sells its services through direct sales, health insurance brokers and other health care consultants.
In 2024, Optum Rx managed $178 billion in pharmaceutical spending, including $74 billion in specialty pharmaceutical spending. Optum Rx serves health benefits providers, large national employer plans, unions and trusts, purchasing coalitions and public-sector entities. Optum Rx sells its services through direct sales, health insurance brokers and other health care consultants.
For example, through our HouseCalls program, nurse practitioners performed more than 2.7 million clinical preventive home care visits in 2023 to address unmet care opportunities and close gaps in care. Medicare Part D. Provides Medicare Part D benefits to beneficiaries through its Medicare Advantage and stand-alone Medicare Part D plans.
For example, through our HouseCalls program, nurse practitioners performed 2.9 million clinical preventive home care visits in 2024 to address unmet care opportunities and close gaps in care. Medicare Part D. Provides Medicare Part D benefits to beneficiaries through its Medicare Advantage and stand-alone Medicare Part D plans.
HUMAN CAPITAL RESOURCES Our more than 440,000 employees, as of December 31, 2023, including nearly 160,000 clinical professionals, are guided by our mission to help people live healthier lives and help make the health system work better for everyone.
HUMAN CAPITAL RESOURCES Our nearly 400,000 employees, as of December 31, 2024, including 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.
From February 2021 to March 2022, Erin served as chief of staff to UnitedHealth Group’s Office of the Chief Executive. From January 2017 to February 2021, she served as Executive Vice President and Chief Human Resources Officer at Optum.
Erin McSweeney has served as Executive Vice President and Chief People Officer of UnitedHealth Group since March 2022. From February 2021 to March 2022, Erin served as chief of staff to UnitedHealth Group’s Office of the Chief Executive. From January 2017 to February 2021, she served as Executive Vice President and Chief Human Resources Officer at Optum.
These products cover various levels of coinsurance and deductible gaps to which seniors are exposed in the traditional Medicare program. UnitedHealthcare 4 Table of Contents Medicare & Retirement served 4.4 million seniors nationwide through various Medicare Supplement products in association with AARP as of December 31, 2023.
These products cover various levels of coinsurance and deductible gaps to which seniors are exposed in the traditional Medicare program. UnitedHealthcare Medicare & Retirement served 4.3 million seniors nationwide through various Medicare Supplement products as of December 31, 2024.
As of December 31, 2023, UnitedHealthcare Community & State participated in programs in 32 states and the District of Columbia, and served more than 7.8 million people; including 1.3 million people through Medicaid expansion programs in 19 states under the Patient Protection and Affordable Care Act (ACA).
As of December 31, 2024, UnitedHealthcare Community & State participated in programs in 33 states and the District of Columbia, and served more than 7.4 million people; including 1.2 million people through Medicaid expansion programs in 20 states under the Patient Protection and Affordable Care Act (ACA).
Optum Insight’s aggregate backlog as of December 31, 2023 was approximately $32.1 billion, of which $18.7 billion is expected to be realized within the next 12 months. The aggregate backlog includes $11.9 billion related to affiliated agreements. Optum Insight’s aggregate backlog as of December 31, 2022, was $30.0 billion, including $10.7 billion related to affiliated agreements.
Optum Insight’s aggregate backlog as of December 31, 2024 was approximately $32.8 billion, of which $19.8 billion is expected to be realized within the next 12 months. The aggregate backlog includes $12.5 billion related to affiliated agreements. Optum Insight’s aggregate backlog as of December 31, 2023, was $32.1 billion, including $11.9 billion related to affiliated agreements.
Through its risk-based product offerings, UnitedHealthcare Employer & Individual assumes the risk of both medical and administrative costs for its customers in return for a monthly premium which is typically a fixed rate per individual served for a one-year period.
As of December 31, 2024, UnitedHealthcare Employer & Individual provides access to medical services for 29.7 million people. Through its risk-based product offerings, UnitedHealthcare Employer & Individual assumes the risk of both medical and administrative costs for its customers in return for a monthly premium which is typically a fixed rate per individual served for a one-year period.
We rely on a shared leadership framework, which clearly and objectively defines our expectations, enables an environment where everyone has the opportunity to learn and grow, and helps us identify, develop and deploy talent to help achieve our mission. We prioritize pay equity by regularly evaluating and reviewing our compensation practices by gender, ethnicity and race.
We rely on a shared leadership framework, which clearly and objectively defines our expectations, enables an environment where everyone has the opportunity to learn and grow, and helps us identify, develop and deploy talent to help achieve our mission.
UnitedHealthcare 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.
UnitedHealthcare 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. UnitedHealthcare is subject to extensive government regulation.
Our Sustainability Report, which can be accessed on our website at www.unitedhealthgroup.com, provides further information about our people and culture. 8 Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following sets forth certain information regarding our executive officers as of February 28, 2024, including the business experience of each executive officer during the past five years: Name Age Position Andrew Witty 59 Chief Executive Officer Dirk McMahon 64 President and Chief Operating Officer John Rex 62 Executive Vice President and Chief Financial Officer Rupert Bondy 62 Executive Vice President, Chief Legal Officer and Corporate Secretary Erin McSweeney 59 Executive Vice President and Chief People Officer Thomas Roos 51 Senior Vice President and Chief Accounting Officer Brian Thompson 49 Chief Executive Officer of UnitedHealthcare Our Board of Directors elects executive officers annually.
Our Sustainability Report, which can be accessed on our website at www.unitedhealthgroup.com, provides further information about our people and culture. 8 Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following sets forth certain information regarding our executive officers as of February 27, 2025, including the business experience of each executive officer during the past five years: Name Age Position Andrew Witty 60 Chief Executive Officer John Rex 63 President and Chief Financial Officer Heather Cianfrocco 51 Chief Executive Officer, Optum Erin McSweeney 60 Executive Vice President and Chief People Officer Timothy Noel 53 Chief Executive Officer, UnitedHealthcare Thomas Roos 52 Senior Vice President and Chief Accounting Officer Christopher Zaetta 53 Executive Vice President and Chief Legal Officer and Corporate Secretary Our Board of Directors elects executive officers annually.
You can access our website at www.unitedhealthgroup.com to learn more about our company. We make periodic and current reports and amendments available, free of charge, on our website, as soon as reasonably practicable after we file or furnish these reports to the Securities and Exchange Commission (SEC).
We make periodic and current reports and amendments available, free of charge, on our website, as soon as reasonably practicable after we file or furnish these reports to the Securities and Exchange Commission (SEC).
UnitedHealthcare Medicare & Retirement has extensive distribution capabilities and experience, including direct marketing to consumers on behalf of its key clients, including AARP, the nation’s largest membership organization dedicated to the needs of people age 50 and over, and state and U.S. government agencies. Products are also offered through agents, employer groups and digital channels.
UnitedHealthcare Medicare & Retirement has extensive distribution capabilities and experience, including direct marketing to consumers on behalf of its key clients, a membership organization, and state and U.S. government agencies. Products are also offered through agents, employer groups and digital channels. Major product categories include: Medicare Advantage.
Prior to joining UnitedHealth Group, Erin was Executive Vice President and Chief Human Resources Officer for EMC Corporation, an international technology company. Tom Roos has served as Senior Vice President and Chief Accounting Officer of UnitedHealth Group since August 2015. Prior to joining UnitedHealth Group, Tom was a Partner at Deloitte & Touche LLP, an independent registered public accounting firm.
Tom Roos has served as Senior Vice President and Chief Accounting Officer of UnitedHealth Group since August 2015. Prior to joining UnitedHealth Group, Tom was a Partner at Deloitte & Touche LLP, an independent registered public accounting firm. Chris Zaetta has served as Executive Vice President, Chief Legal Officer and Corporate Secretary of UnitedHealth Group since May 2024.
Prior to joining UnitedHealth Group, he was Chief Executive Officer and a board member of GlaxoSmithKline, a global pharmaceutical company, from 2008 to 2017. Dirk McMahon has served as President and Chief Operating Officer of UnitedHealth Group since February 2021.
Prior to joining UnitedHealth Group, he was Chief Executive Officer and a board member of GlaxoSmithKline, a global pharmaceutical company, from 2008 to 2017. John Rex has served as President and Chief Financial Officer of UnitedHealth Group since April 2024. Previously, John served as Chief Financial Officer of UnitedHealth Group since June 2016.
Prior to joining Optum in 2012, John was a Managing Director at JP Morgan, a global financial services firm. Rupert Bondy has served as Executive Vice President and Chief Legal Officer of UnitedHealth Group since March 2022 and additionally as Corporate Secretary since April 2022.
From March 2012 to June 2016, he served as Executive Vice President and Chief Financial Officer of Optum. Prior to joining Optum in 2012, John was a Managing Director at JP Morgan, a global financial services firm. Heather Cianfrocco has served as Chief Executive Officer of Optum since April 2024.
Receiving on-going feedback from our team members is another way to strengthen and reinforce a culture of inclusion. Our Employee Experience Index measures an employee’s sense of commitment and belonging to our company and is a metric in the Stewardship section of our annual incentive plan.
Our Employee Experience Index measures an employee’s sense of commitment and belonging to our company and is a metric in the Stewardship section of our annual incentive plan.
UnitedHealthcare Community & State UnitedHealthcare Community & State is dedicated to serving state programs caring for the economically disadvantaged, the medically underserved and those without the benefit of employer-funded health care coverage, typically in exchange for a monthly premium per member from the state program.
Premium revenues from CMS represented 40% of UnitedHealth Group’s total consolidated revenues for the year ended December 31, 2024, most of which were generated by UnitedHealthcare Medicare & Retirement. 4 Table of Contents UnitedHealthcare Community & State UnitedHealthcare Community & State is dedicated to serving state programs caring for the economically disadvantaged, the medically underserved and those without the benefit of employer-funded health care coverage, typically in exchange for a monthly premium per member from the state program.
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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. UnitedHealthcare is subject to extensive government regulation.
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We prioritize pay equity by objectively and regularly evaluating and reviewing our compensation practices by performance, age, experience, gender, ethnicity and race. Receiving on-going feedback from our team members is another way to strengthen and reinforce a culture of inclusion.
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As of December 31, 2023, UnitedHealthcare Employer & Individual provides access to medical services for 27.3 million people. 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.
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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.
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UnitedHealthcare Employer & Individual offers health care delivery in our principal global markets 3 Table of Contents through hospitals, outpatient and ambulatory clinics and surgery centers to UnitedHealthcare Employer & Individual global members and consumers served by other payers.
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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.
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Premium revenues from CMS represented 40% of UnitedHealth Group’s total consolidated revenues for the year ended December 31, 2023, most of which were generated by UnitedHealthcare Medicare & Retirement.
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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.
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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.
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ADDITIONAL INFORMATION 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. You can access our website at www.unitedhealthgroup.com to learn more about our company.
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Prior to 2011, he held various positions in UnitedHealthcare in operations, technology and finance. John Rex has served as Executive Vice President and Chief Financial Officer of UnitedHealth Group since June 2016. From March 2012 to June 2016, he served as Executive Vice President and Chief Financial Officer of Optum.
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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.
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Brian Thompson has served as Chief Executive Officer of UnitedHealthcare since April 2021.
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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. 9 Table of Contents ADDITIONAL INFORMATION Our executive offices are located at UnitedHealth Group Center, 9900 Bren Road East, Minnetonka, Minnesota 55343; our telephone number is (952) 936-1300.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe success of some of our businesses depends on maintaining satisfactory relationships with physicians as our employees, independent contractors or joint venture partners. The physicians who practice medicine or contract with our affiliated physician organizations could terminate their provider contracts or otherwise become unable or unwilling to continue practicing medicine or contracting with us.
Biggest changeThe physicians who practice medicine or contract with our affiliated physician organizations could terminate their provider contracts or otherwise become unable or unwilling to continue practicing medicine or contracting with us. We face and will likely continue to face heightened competition to acquire or manage physician practices or to employ or contract with individual physicians.
We have been involved, and in the future may become involved in routine, regular and special governmental investigations, audits, reviews and assessments.
We have been and in the future may become involved in routine, regular and special governmental investigations, audits, reviews and assessments.
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 11 Table of Contents may be unable to anticipate these techniques and threats, detect data security incidents or implement adequate preventive measures.
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 may be unable to anticipate these techniques and threats, timely detect data security 11 Table of Contents incidents or implement adequate preventive measures.
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 13 Table of Contents 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 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.
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 to applicable clinical, quality and/or patient safety standards), antitrust claims (including as a result of changes in the 13 Table of Contents enforcement of antitrust laws), whistleblower claims (including claims under the False Claims Act or similar statutes), matters related to our use of 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.
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 submission by our competitors at lower rates than our bids, our results of operations, financial position and cash flows could be materially and adversely affected.
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 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.
Additionally, physicians and other healthcare providers have become subject to an increasing number of legal actions alleging medical malpractice and general professional liabilities. Even in states that have imposed caps on damages for such actions, litigants are seeking recoveries under new theories of liability that might not be subject to the caps on damages.
Additionally, physicians and other healthcare providers have become subject to an increasing number of legal actions alleging medical malpractice and general professional liabilities. Even in states that have imposed caps on damages for such actions, litigants are seeking recoveries under theories of liability that might not be subject to the caps on damages.
These actions involve significant defense costs and could result in substantial monetary damages or damage to our reputation. We cannot predict the outcome of significant legal actions in which we are involved. Even in situations where we engage external insurers, our coverage may not be sufficient to cover the entirety of certain claims.
These actions involve significant defense costs and could result in substantial monetary damages or damage to our reputation. We cannot predict the outcome of significant legal actions in which we are involved. Even in situations where we engage external insurers, our coverage may be disputed or may not be sufficient to cover the entirety of certain claims.
If we fail to compete effectively to maintain or increase our market share, including maintaining or increasing enrollments in businesses providing health benefits, our results of operations, financial position and cash flows could be materially and adversely affected. Our businesses face significant competition in all of the geographic markets in which we operate.
If we fail to compete effectively to maintain or increase our market share, including maintaining or increasing enrollments in businesses providing health benefits, our results of operations, financial position and cash flows could be materially and adversely affected. Our businesses face significant competition in all of the markets in which we operate.
Optum Rx conducts business through home delivery, specialty and compounding pharmacies, pharmacies located in community mental health centers and home infusion, which subjects it to extensive federal, state and local laws and regulations, including those of the DEA and individual state controlled substance authorities, the Food and Drug Administration (FDA) and Boards of Pharmacy.
Optum Rx conducts business through home delivery, specialty and compounding pharmacies, pharmacies located in community mental health centers and home infusion, which subjects it to extensive federal, state and local laws and regulations, including those of the DEA and individual state controlled substance authorities, the Food and Drug Administration and Boards of Pharmacy.
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 cyber risks and security incidents, we expect that we will continue to experience these incidents, some of which may negatively affect our business.
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 cybersecurity risks and incidents, we expect that we will continue to experience these incidents, some of which may negatively affect our business.
Our systems may also be vulnerable to financial fraud schemes, misplaced or lost data, 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.
Our systems may also be vulnerable to financial fraud schemes, misplaced or lost data, 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.
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 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.
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 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 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 exceed our estimates, we could be exposed to reputational harm and experience adverse effects on our business.
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 exceeds our estimates, we could be exposed to reputational harm and experience adverse effects on our business.
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 affects, expose us or them to a risk of 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.
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 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.
Consolidation may make it more difficult for us to retain or increase our customer base, improve the terms on which we do business with our suppliers, or maintain or increase our profitability.
Consolidation among competitors may make it more difficult for us to retain or increase our customer base, maintain or improve the terms on which we do business with our suppliers, or maintain or increase our profitability.
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. Some of our businesses provide products or services to government agencies.
Any such assessment could expose our 16 Table of Contents 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. Some of our businesses provide products or services to government agencies.
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, 2023.
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, 2024.
We are regularly the target of attempted cyber-attacks 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.
We are regularly the target of attempted 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.
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, 12 Table of Contents financial position and cash flows.
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, financial position and cash flows.
Noncompliance or findings of noncompliance with applicable laws, regulations or requirements, or the occurrence of any privacy or security breach involving the misappropriation, loss or other unauthorized disclosure of protected personal information, whether by us or by one of our third-party service providers, could have a material adverse effect on our reputation and business and, among other consequences, could subject us to mandatory disclosure to the media, loss of existing or new customers, significant increases in the cost of managing and remediating privacy or security incidents, and material fines, penalties and litigation awards.
Noncompliance or findings of noncompliance with applicable laws, regulations or requirements, or the occurrence of any privacy or security breach involving the misappropriation, loss or other unauthorized disclosure of protected personal information, whether by us or by one of our third-party service providers, could have an adverse effect on our reputation and business and, among other consequences, could subject us to mandatory disclosure to affected customers and the media, loss of existing or new customers, significant increases in the cost of managing and remediating privacy or security incidents, and could also result in significant fines, penalties and litigation awards.
Any foreign regulator or court may take an approach to the interpretation, implementation and enforcement of 17 Table of Contents industry regulations which could differ from the approach taken by U.S. regulators or courts.
Any foreign regulator or court may take an approach to the interpretation, implementation and enforcement of industry regulations which could differ from the approach taken by U.S. regulators or courts.
If we or third parties we rely on sustain cyber-attacks 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 affects, exposure to significant liability, reputational harm and other serious negative consequences.
If we or third parties we rely on sustain 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 effects, exposure to significant liability, reputational harm and other serious negative consequences.
Any inadequacy or failure in compliance with our responsible use of AI/ML policies and procedures or emerging laws, regulations and standards governing AI/ML use could cause our technology products not to operate as intended or to produce outcomes that could have a material and adverse effect on our business, reputation, results of operations, financial position and cash flows.
Any inadequacy or failure in compliance with our responsible use of AI/ML policies and procedures or emerging laws, regulations and standards governing AI/ML use could cause our technology products not to operate as intended or to produce outcomes, including possible regulatory enforcement action or litigation that could have a material and adverse effect on our business, reputation, results of operations, financial position and cash flows.
In particular geographies or product segments, our competitors may have certain competitive advantages. Our competitive position may also be adversely affected by significant merger and acquisition activity in the industries in which we operate, among both our competitors and suppliers.
In many geographies or product segments, our competitors have and may continue to have certain competitive advantages. Our competitive position may also be adversely affected by significant merger and acquisition activity in the industries in which we operate, among both our competitors and suppliers.
We depend on our ability to attract, develop and retain qualified employees and executives, including those with diverse backgrounds, experiences and skills, to operate and expand our business.
We depend on our ability to attract, develop and retain qualified employees and executives, including those with diverse talents, backgrounds, experiences and perspectives, to operate and expand our business.
In addition, connectivity among technologies 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.
In addition, increasing connectivity among technologies 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.
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, to complete, manage or integrate acquisitions and other significant strategic transactions or relationships domestically or outside the United States.
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, or to complete, manage or integrate acquisitions and other significant strategic transactions or relationships.
If the value of our intangible assets is materially impaired, our results of operations, equity and credit ratings could be materially and adversely affected. As of December 31, 2023, our goodwill and other intangible assets had a carrying value of $119 billion, representing 43% of our total consolidated assets.
If the value of our intangible assets is materially impaired, our results of operations, equity and credit ratings could be materially and adversely affected. As of December 31, 2024, our goodwill and other intangible assets had a carrying value of $130 billion, representing 44% of our total consolidated assets.
We may face risks from new technologies and market entrants which could affect our existing relationship with health plan enrollees in these areas.
We may face risks from new technologies and market entrants which could affect our existing relationship with health plan enrollees in the affected markets.
We incur expenses to resolve these matters and current and future legal actions could further increase our cost of doing business and materially and adversely affect our results of operations, financial position and cash flows.
We incur expenses to resolve these matters and current and future legal actions could further increase our cost of doing 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.
If we fail to maintain properly the integrity or availability of our data or successfully consolidate, integrate, upgrade or expand our existing information systems, or if our technology products do not operate as intended, our business could be materially and adversely affected.
If these estimates prove inaccurate, our results of operations could be materially and adversely affected. 10 Table of Contents If we fail to maintain properly the integrity or availability of our data or successfully consolidate, integrate, upgrade or expand our existing information systems, or if our technology products do not operate as intended, our business could be materially and adversely affected.
The costs to eliminate or address the foregoing security threats and vulnerabilities before or after a cyber-incident could be material. We have business continuation and resiliency plans which are maintained, updated and tested regularly in an effort to contain and remediate potential disruptions or cyber events.
The costs to eliminate or address the foregoing security threats and vulnerabilities before or after a cybersecurity incident could be material. We have business continuation and resiliency plans which we maintain, update and test regularly in an effort to contain and remediate potential disruptions or cybersecurity events.
Any changes in standards or care delivery models applying to government health care programs, including Medicare and Medicaid, or our inability to maintain or improve our quality scores and star ratings to meet evolving government performance requirements or to match the performance of our competitors could result in limitations to our participation in or exclusion from these or other government programs, which could materially and adversely affect our results of operations, financial position and cash flows. 18 Table of Contents CMS uses various payment mechanisms to allocate funding and adjust monthly capitation payments for Medicare programs.
Any changes in standards or care delivery models applying to government health care programs, including Medicare and Medicaid, or our inability to maintain or improve our quality scores and star ratings to meet evolving government performance requirements or to match the performance of our competitors could result in limitations to our participation in or exclusion from these or other government programs, which could materially and adversely affect our results of operations, financial position and cash flows.
In addition, our affiliated physician organizations contract with competitors of UnitedHealthcare. Our businesses could suffer if our affiliated physician organizations fail to maintain relationships with or fail to adequately price their contracts with these third-party payer competitors. Further, physicians, hospitals, pharmaceutical benefit service providers, pharmaceutical manufacturers and certain health care providers are customers of our Optum businesses.
Our businesses could suffer if our affiliated physician organizations fail to maintain relationships with or fail to adequately price their contracts with these third-party payer competitors. Further, physicians, hospitals, pharmaceutical benefit service providers, pharmaceutical manufacturers and certain health care providers are customers of our Optum businesses. Physicians also provide medical services at facilities owned by our Optum businesses.
An audit resulting in findings or allegations of noncompliance could damage our reputation and subject us to monetary and other sanctions. Through our Optum businesses, we maintain a database of administrative and clinical data statistically de-identified in accordance with HIPAA standards.
If HHS alleges or finds noncompliance with HIPAA privacy or security requirements, the allegations or findings could damage our reputation and subject us to monetary and other sanctions. Through our Optum businesses, we maintain a database of administrative and clinical data statistically de-identified in accordance with HIPAA standards.
There have previously been and may be in the future heightened vulnerabilities due to 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 business whose operations are subject to similar risks.
There have previously been and may be in the future heightened vulnerabilities due to 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 business. The operations of these vendors are subject to similar risks, but are outside our direct oversight and control.
Physicians also provide medical services at facilities owned by our Optum businesses. Given the importance of health care providers and other constituents to our businesses, failure to maintain satisfactory relationships with them could materially and adversely affect our results of operations, financial position and cash flows.
Given the importance of health care providers and other constituents to our businesses, failure to maintain satisfactory relationships with them could materially and adversely affect our results of operations, financial position and cash flows.
Some state Medicaid programs utilize a similar process. 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 purposes of determining the amount of certain payments to us.
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 18 Table of Contents purposes of determining the amount of certain payments to us.
We expect there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection, information security, and AI/ML and automation in the European Union, UK, Chile, India and other jurisdictions, and we cannot yet determine the impacts such future laws, regulations and standards may have on our businesses or the businesses of our customers.
We expect there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection, information security, and AI/ML and automation in the European Union, UK, Chile, India and other jurisdictions, and we cannot yet determine the impacts such future laws, regulations and standards may have on our businesses or the businesses of our customers. 19 Table of Contents Some of our businesses are also subject to the Payment Card Industry Data Security Standard, which is a multifaceted security standard designed to protect payment card account data.
As a result of our participation in various government health care programs, both as a payer and as a service provider to payers, we are exposed to additional risks associated with program funding, enrollments, payment adjustments, audits and government investigations which could materially and adversely affect our business, results of operations, financial position and cash flows.
Negative publicity may adversely affect our stock price, damage our reputation, and expose us to unexpected or unwarranted regulatory scrutiny. 17 Table of Contents As a result of our participation in various government health care programs, both as a payer and as a service provider to payers, we are exposed to additional risks associated with program funding, enrollments, payment adjustments, audits and government investigations which could materially and adversely affect our business, results of operations, financial position and cash flows.
Several of our businesses act as business associates to their covered entity customers and, as a result, collect, use, disclose and maintain protected personal information in order to provide services to these customers. HHS administers its audit program to assess HIPAA compliance efforts by covered entities and business associates.
Several of our businesses act as business associates to their covered entity customers and, as a result, collect, use, disclose and maintain protected personal information in order to provide services to these customers.
In addition, even with appropriate diligence, pre-acquisition practices of an acquired business have in the past and may in the future expose us to legal challenges and investigations that could subject us to criminal fines or reputational harm. Even if we are ultimately successful, defending such claims may be costly and result in negative publicity.
In addition, even with appropriate diligence, pre-acquisition practices of an acquired business have exposed us in the past and may expose us in the future to legal challenges and investigations that could subject us to criminal fines or reputational harm.
Estimates of benefit expense payments involve extensive judgement and are subject to considerable inherent variability. Relatively small differences between predicted and actual medical costs, or utilization rates as a percentage of revenues, can result in significant changes in our financial results.
Premium revenues from risk-based products constitute nearly 80% of our total consolidated revenues. Estimates of benefit expense payments involve extensive judgement and are subject to considerable inherent variability. Relatively small differences between predicted and actual medical costs, or utilization rates as a percentage of revenues, have resulted and in the future may result in significant changes in our financial results.
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 15 Table of Contents successfully expand our business. Adverse changes to our corporate culture could harm our business operations and our ability to retain key employees and executives.
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 successfully expand our business.
We face and will likely continue to face heightened competition to acquire or manage physician practices or to employ or contract with individual physicians. Our revenues could be materially and adversely affected if we are unable to maintain or expand satisfactory relationships with physicians, to acquire, recruit or, in some instances, employ physicians, or to retain enrollees following physician departures.
Our revenues could be materially and adversely affected if we are unable to maintain or expand satisfactory relationships with physicians, to acquire, recruit or, in some instances, employ physicians, or to retain enrollees following physician departures. In addition, our affiliated physician organizations contract with competitors of UnitedHealthcare.
The star rating system considers various measures adopted by CMS, including, among others, quality of care, preventive services, chronic illness management, handling of appeals and customer satisfaction. Plans must have a rating of four stars or higher to qualify for bonus payments.
The star rating system considers various measures adopted by CMS, including, among others, quality of care, preventive services, chronic illness management, handling of appeals and customer satisfaction.
The profitability of our products depends in large part on our ability to predict and effectively price for and manage medical costs. Our Optum Health business also enters into fully accountable value-based arrangements with payers. Premium revenues from risk-based products constitute nearly 80% of our total consolidated revenues.
Through our risk-based benefit products, we assume the risk of both medical and administrative costs for our customers in return for monthly premiums. The profitability of our products depends in large part on our ability to predict and effectively price for and manage medical costs. Our Optum Health business also enters into fully accountable value-based arrangements with payers.
Any downgrades in our credit ratings could materially increase our costs of or ability to access funds in the debt capital markets and otherwise materially increase our operating costs. 16 Table of Contents Risks Related to the Regulation of Our Business Our business activities in the United States and other countries are highly regulated and new laws or regulations or changes in existing laws or regulations or their enforcement or application could materially and adversely affect our business.
Risks Related to the Regulation of Our Business Our business activities in the United States and other countries are highly regulated and new laws or regulations or changes in existing laws or regulations or their enforcement or application could materially and adversely affect our business.
In some instances, those providers may dispute the payment for these services and may institute litigation or arbitration relying on state and federal laws that define the compensation that must be paid to out-of-network providers in some circumstances.
In some instances, those providers may dispute the payment for these services and may institute litigation or arbitration relying on state and federal laws that define the compensation that must be paid to out-of-network providers in some circumstances. 12 Table of Contents The success of some of our businesses depends on maintaining satisfactory relationships with employed, affiliated, and independently contracted physicians and joint venture partners.
The health care industry is regularly subject to negative publicity, including as a result of governmental investigations, adverse media coverage and political debate concerning industry regulation. Negative publicity may adversely affect our stock price and damage our reputation, and expose us to unexpected or unwarranted regulatory scrutiny.
The health care industry is regularly subject to negative publicity, including as a result of governmental investigations, adverse media coverage and political debate concerning industry regulation.
For Optum Health’s fully accountable value-based care, any inability to provide higher-quality outcomes and better experiences at lower costs or to integrate our care delivery models could impact our results of operations, financial positions and cash flows. 10 Table of Contents In addition, the financial results we report for any particular period include estimates of costs incurred for which claims are still outstanding.
Cost increases in excess of our forecasts typically cannot be recovered in the fixed premium period through higher premiums. For Optum Health’s fully accountable value-based care, any inability to provide higher-quality outcomes and better experiences at lower costs or to integrate our care delivery models could impact our results of operations, financial positions and cash flows.
For Medicare Advantage plans, these adjustments are made according to the predicted health status of each beneficiary as supported by data from health care providers. For Medicare Part D plans, payment adjustments are driven by risk-sharing provisions based on a comparison of costs forecasted in our annual bids to actual prescription drug costs.
For Medicare Part D plans, payment adjustments are driven by risk-sharing provisions based on a comparison of costs forecasted in our annual bids to actual prescription drug costs. Some state Medicaid programs utilize a similar process.
Compliance with new privacy, security, technology and data laws, regulations and requirements may result in increased operating costs, and may constrain or require us to alter our business model or operations. 19 Table of Contents Internationally, many of the jurisdictions in which we operate have established their own data security and privacy legal framework with which we or our customers must comply.
Internationally, many of the jurisdictions in which we operate have established their own data security and privacy legal framework with which we or our customers must comply.
Additionally, legislative and regulatory action in the United States at the federal, state and local levels, as well as internationally, is emerging in the areas of AI/ML and automation. These laws, regulations and requirements are subject to change.
The collection, maintenance, protection, use, transmission, disclosure and disposal of protected personal information are regulated at the federal, state, international and industry levels and addressed in requirements of our customer contracts. Additionally, legislative and regulatory action in the United States at the federal, state and local levels, as well as internationally, is emerging in the areas of AI/ML and automation.
Our investment portfolio may sustain losses which could adversely affect our profitability. Market fluctuations could impair the value of our investment portfolio and our profitability.
Adverse changes to our corporate culture could harm our business operations and our ability to retain key employees and executives. 15 Table of Contents Our investment portfolio may sustain losses which could adversely affect our profitability. Market fluctuations could impair the value of our investment portfolio and our profitability.
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. If we fail to develop and maintain satisfactory relationships with health care payers, physicians, hospitals and other service providers, our business could be materially and adversely affected.
If we fail to develop and maintain satisfactory relationships with health care payers, physicians, hospitals and other service providers, our business could be materially and adversely affected.
Any measures we may implement to reduce the effect of volatile currencies may be costly or ineffective. 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 and could have an adverse effect on our business, results of operations, financial condition and financial performance.
If we cannot successfully integrate our acquired businesses and realize contemplated revenue growth opportunities, cost savings and other synergies, our business, prospects, results of operations, financial position and cash flows could be materially and adversely affected. 14 Table of Contents 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 had and could have an adverse effect on our business, results of operations, financial condition and financial performance.
We may not be able to maintain our current credit ratings in the future.
We may not be able to maintain our current credit ratings in the future. Any downgrades in our credit ratings could materially increase our costs of or ability to access funds in the debt capital markets and otherwise materially increase our operating costs.
Removed
Through our risk-based benefit products, we assume the risk of both medical and administrative costs for our customers in return for monthly premiums. We generally use approximately 80% to 85% of our premium revenues to pay the costs of health care services delivered to these customers.
Added
In addition, the financial results we report for any particular period include estimates of costs incurred for which claims are still outstanding. These estimates involve an extensive degree of judgment.
Removed
Cost increases in excess of our forecasts typically cannot be recovered in the fixed premium period through higher premiums.
Added
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.
Removed
These estimates involve an extensive degree of judgment. If these estimates prove inaccurate, our results of operations could be materially and adversely affected.
Added
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.
Removed
If we cannot successfully integrate our acquired businesses and realize contemplated revenue growth opportunities, cost savings and other synergies, our business, prospects, results of operations, financial position and cash flows could be materially and adversely affected.
Added
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.
Removed
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.
Added
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.
Removed
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.
Added
Even if we are ultimately successful in resolving these matters, defending such claims may be costly and result in negative publicity.
Removed
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. 14 Table of Contents 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.
Added
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.
Removed
The collection, maintenance, protection, use, transmission, disclosure and disposal of protected personal information are regulated at the federal, state, international and industry levels and addressed in requirements imposed on us by contracts with customers.
Added
CMS uses various payment mechanisms to allocate funding and adjust monthly capitation payments for Medicare programs. For Medicare Advantage plans, these adjustments are made according to the predicted health status of each beneficiary as supported by data from health care providers.
Removed
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. Many of our businesses are also subject to the Payment Card Industry Data Security Standard, which is a multifaceted security standard designed to protect payment card account data.
Added
These laws, regulations and requirements are subject to change. Compliance with new privacy, security, technology and data laws, regulations and requirements may result in increased operating costs, and may constrain or require us to alter our business model or operations.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

10 edited+2 added−3 removed5 unchanged
Biggest changeFor further information about the cybersecurity risks we face, and potential impacts, see Part I, Item 1A, “Risk Factors.” 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.
Biggest changeFor further information about the cybersecurity risks we face, and potential impacts, see Part I, Item 1A, “Risk Factors.” 21 Table of Contents
As part of this process, the Audit and Finance Committee receives regular updates from the Chief Digital and Technology Officer and Chief Information Security Officer on critical issues related to our information security risks, cybersecurity strategy, supplier risk and business continuity capabilities.
As part of this process, the Audit and Finance Committee receives regular updates from the Chief Digital and Technology Officer and the Chief Security Officer on critical issues related to our information security risks, cybersecurity strategy, supplier risk and business continuity capabilities.
We also periodically partner with industry-leading cybersecurity firms to assess our cybersecurity program. These assessments complement our other assessment work by evaluating our cybersecurity program as a whole. We complete an enterprise information risk assessment as part of our overall enterprise information security risk management assessment, which is overseen by our Chief Information Security Officer.
We also periodically partner with industry-leading cybersecurity firms to assess our cybersecurity program. These assessments complement our other assessment work by evaluating our cybersecurity program as a whole. We complete an enterprise information risk assessment as part of our overall enterprise information security risk management assessment, which is overseen by our Chief Security Officer.
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 threats and incidents to management, including the Chief Digital and Technology Officer and Chief Information Security Officer, as deemed necessary or appropriate.
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 significant threats and incidents to management, including the Chief Digital and Technology Officer and the Chief Security Officer, as deemed necessary or appropriate.
As of December 31, 2023, 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.
As of December 31, 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.
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 ensure they employ appropriate and effective controls and continuity plans for their systems and operations.
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 evaluate whether they employ appropriate and effective controls and continuity plans for their systems and operations.
Our cybersecurity program is managed by our Chief Digital and Technology Officer and Chief 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 Company’s cybersecurity and data protection policies, procedures and resource commitment, including key risk areas and mitigation strategies.
The Audit and Finance Committee of the Board of Directors has oversight of our cybersecurity program and is responsible for reviewing and assessing the effectiveness of the Company’s cybersecurity and data protection policies, procedures and resource commitment, including key risk areas and mitigation strategies.
We evaluate our enterprise information security risk to ensure we address 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 evaluate our enterprise information security risk to address 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 our Chief Security Officer have the appropriate knowledge and expertise to effectively manage our cybersecurity program.
Pursuant to the Company’s incident response plan, incidents are reported to the Audit and Finance Committee, appropriate government agencies and other authorities, as deemed necessary or appropriate, considering the actual or potential impact, significance and scope.
Pursuant to the Company’s incident response plan, incidents are reported to the Audit and Finance Committee and appropriate government agencies and other authorities, as deemed necessary or appropriate, considering the actual or potential impact, significance and scope. We require our third-party partners and contractors to handle data in accordance with our data privacy and information security requirements and applicable laws.
We believe our Chief Digital and Technology Officer and Chief Information Security Officer have the appropriate knowledge and expertise to effectively manage our cybersecurity program.
Our cybersecurity program is managed by our Chief Digital and Technology Officer and our Chief Security Officer.
Removed
We 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.
Added
The Audit and Finance Committee has also added a leading cybersecurity incident and response firm to serve as its advisor on cybersecurity matters.
Removed
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.
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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.
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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. 21 Table of Contents

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 22 Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 22 Item 6. Reserved 23 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 24 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 33 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 22 Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 22 Item 6. Reserved 23 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 24 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 36 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIn June 2018, the Board of Directors renewed our share repurchase program with an authorization to repurchase up to 100 million shares of our common stock in open market purchases or other types of transactions (including prepaid or structured repurchase programs). There is no established expiration date for the program.
Biggest changeIn June 2024, the Board of Directors amended our share repurchase program to authorize the repurchase of up to 35 million shares of our common stock in open market purchases or other types of transactions (including prepaid or structured repurchase programs), in addition to all remaining shares authorized to be repurchased under the Board’s 2018 renewal of the program.
The Board of Directors from time to time may further amend the share repurchase program in order to increase the authorized number of shares which may be repurchased under the program. 22 Table of Contents PERFORMANCE GRAPH 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 Health Care Index, the Dow Jones US Industrial Average Index and the S&P 500 Index for the five-year period ended December 31, 2023.
The Board of Directors from time to time may further amend the share repurchase program in order to increase the authorized number of shares which may be repurchased under the program. 22 Table of Contents PERFORMANCE GRAPH 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 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, 2024.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET AND HOLDERS Our common stock is traded on the New York Stock Exchange (NYSE) under the symbol UNH. On January 31, 2024, there were 9,853 holders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET AND HOLDERS Our common stock is traded on the New York Stock Exchange (NYSE) under the symbol UNH. On January 31, 2025, there were 9,323 holders of record of our common stock.
DIVIDEND POLICY In June 2023, our Board of Directors increased the Company’s quarterly cash dividend to shareholders to an annual rate of $7.52 compared to $6.60 per share, which the Company had paid since June 2022.
DIVIDEND POLICY In June 2024, our 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.
ISSUER PURCHASES OF EQUITY SECURITIES Issuer Purchases of Equity Securities (a) Fourth Quarter 2023 For the Month Ended Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares That May Yet Be Purchased Under The Plans or Programs (in millions) (in millions) (in millions) 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 (a) In November 1997, our Board of Directors adopted a share repurchase program, which the Board evaluates periodically.
ISSUER PURCHASES OF EQUITY SECURITIES Issuer Purchases of Equity Securities (a) Fourth Quarter 2024 For the Month Ended Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares That May Yet Be Purchased Under The Plans or Programs (in millions) (in millions) (in millions) 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 (a) In November 1997, our Board of Directors adopted a share repurchase program, which the Board of Directors evaluates periodically.
The comparisons assume the investment of $100 on December 31, 2018 in our common stock and in each index, and the reinvestment of dividends when paid. 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 The stock price performance included in this graph is not necessarily indicative of future stock price performance.
The comparisons assume the investment of $100 on December 31, 2019 in our common stock and in each index, and the reinvestment of dividends when paid. 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 The stock price performance included in this graph is not necessarily indicative of future stock price performance.
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There is no established expiration date for the program.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following table presents a summary of the reportable segment financial information: For the Years Ended December 31, Change (in millions, except percentages) 2023 2022 2021 2023 vs. 2022 Revenues UnitedHealthcare $ 281,360 $ 249,741 $ 222,899 $ 31,619 13 % Optum Health 95,319 71,174 54,065 24,145 34 Optum Insight 18,932 14,581 12,199 4,351 30 Optum Rx 116,087 99,773 91,314 16,314 16 Optum eliminations (3,703) (2,760) (2,013) (943) 34 Optum 226,635 182,768 155,565 43,867 24 Eliminations (136,373) (108,347) (90,867) (28,026) 26 Consolidated revenues $ 371,622 $ 324,162 $ 287,597 $ 47,460 15 % Earnings from operations UnitedHealthcare $ 16,415 $ 14,379 $ 11,975 $ 2,036 14 % Optum Health 6,560 6,032 4,462 528 9 Optum Insight 4,268 3,588 3,398 680 19 Optum Rx 5,115 4,436 4,135 679 15 Optum 15,943 14,056 11,995 1,887 13 Consolidated earnings from operations $ 32,358 $ 28,435 $ 23,970 $ 3,923 14 % Operating margin UnitedHealthcare 5.8 % 5.8 % 5.4 % — % Optum Health 6.9 8.5 8.3 (1.6) Optum Insight 22.5 24.6 27.9 (2.1) Optum Rx 4.4 4.4 4.5 — Optum 7.0 7.7 7.7 (0.7) Consolidated operating margin 8.7 % 8.8 % 8.3 % (0.1) % 27 Table of Contents UnitedHealthcare The following table summarizes UnitedHealthcare revenues by business: For the Years Ended December 31, Change (in millions, except percentages) 2023 2022 2021 2023 vs. 2022 UnitedHealthcare Employer & Individual - Domestic $ 67,187 $ 63,599 $ 60,023 $ 3,588 6 % UnitedHealthcare Employer & Individual - Global (a) 9,307 8,668 8,345 639 7 UnitedHealthcare Employer & Individual - Total (a) 76,494 72,267 68,368 4,227 6 UnitedHealthcare Medicare & Retirement 129,862 113,671 100,552 16,191 14 UnitedHealthcare Community & State 75,004 63,803 53,979 11,201 18 Total UnitedHealthcare revenues $ 281,360 $ 249,741 $ 222,899 $ 31,619 13 % (a) On January 1, 2022, we realigned our operating segments to combine UnitedHealthcare Global and UnitedHealthcare Employer & Individual.
Biggest changeThe following table presents a summary of the reportable segment financial information: For the Years Ended December 31, Change (in millions, except percentages) 2024 2023 2022 2024 vs. 2023 Revenues UnitedHealthcare $ 298,208 $ 281,360 $ 249,741 $ 16,848 6 % Optum Health 105,358 95,319 71,174 10,039 11 Optum Insight 18,757 18,932 14,581 (175) (1) Optum Rx 133,231 116,087 99,773 17,144 15 Optum eliminations (4,389) (3,703) (2,760) (686) 19 Optum 252,957 226,635 182,768 26,322 12 Eliminations (150,887) (136,373) (108,347) (14,514) 11 Consolidated revenues $ 400,278 $ 371,622 $ 324,162 $ 28,656 8 % Earnings from operations UnitedHealthcare $ 15,584 $ 16,415 $ 14,379 $ (831) (5) % Optum Health 7,770 6,560 6,032 1,210 18 Optum Insight 3,097 4,268 3,588 (1,171) (27) Optum Rx 5,836 5,115 4,436 721 14 Optum 16,703 15,943 14,056 760 5 Consolidated earnings from operations $ 32,287 $ 32,358 $ 28,435 $ (71) — % Operating margin UnitedHealthcare 5.2 % 5.8 % 5.8 % (0.6) % Optum Health 7.4 6.9 8.5 0.5 Optum Insight 16.5 22.5 24.6 (6.0) Optum Rx 4.4 4.4 4.4 — Optum 6.6 7.0 7.7 (0.4) Consolidated operating margin 8.1 % 8.7 % 8.8 % (0.6) % 28 Table of Contents UnitedHealthcare The following table summarizes UnitedHealthcare revenues by business: For the Years Ended December 31, Change (in millions, except percentages) 2024 2023 2022 2024 vs. 2023 UnitedHealthcare Employer & Individual - Domestic $ 74,489 $ 67,187 $ 63,599 $ 7,302 11 % UnitedHealthcare Employer & Individual - Global 3,667 9,307 8,668 (5,640) (61) UnitedHealthcare Employer & Individual - Total 78,156 76,494 72,267 1,662 2 UnitedHealthcare Medicare & Retirement 139,482 129,862 113,671 9,620 7 UnitedHealthcare Community & State 80,570 75,004 63,803 5,566 7 Total UnitedHealthcare revenues $ 298,208 $ 281,360 $ 249,741 $ 16,848 6 % The following table summarizes the number of individuals served by our UnitedHealthcare businesses, by major market segment and funding arrangement: December 31, Change (in thousands, except percentages) 2024 2023 2022 2024 vs. 2023 Commercial - domestic: Risk-based 8,845 8,115 8,045 730 9 % Fee-based 20,885 19,200 18,640 1,685 9 Total commercial - domestic 29,730 27,315 26,685 2,415 9 Medicare Advantage 7,845 7,695 7,105 150 2 Medicaid 7,435 7,845 8,170 (410) (5) Medicare Supplement (Standardized) 4,335 4,355 4,375 (20) — Total community and senior 19,615 19,895 19,650 (280) (1) Total UnitedHealthcare - domestic medical 49,345 47,210 46,335 2,135 5 Commercial - global 1,330 5,540 5,360 (4,210) (76) Total UnitedHealthcare - medical 50,675 52,750 51,695 (2,075) (4) % Supplemental Data: Medicare Part D stand-alone 3,050 3,315 3,295 (265) (8) % UnitedHealthcare’s revenues increased due to growth in the number of people served through Medicare Advantage and domestic commercial offerings, partially offset by decreased people served globally due to the sale of the Brazil operations and in Medicaid offerings due to redeterminations.
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 continue to result in reduced funding and potentially benefits for people, especially those with some of the greatest health and social challenges.
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 result in reduced funding and potentially benefits for people, especially those with some of the greatest health and social challenges.
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 Factors.” Discussions of year-over-year comparisons between 2022 and 2021 are not included in this Form 10-K and can be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Form 10-K for the fiscal year ended December 31, 2022.
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 Factors.” Discussions of year-over-year comparisons between 2023 and 2022 are not included in this Form 10-K and can be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Form 10-K for the fiscal year ended December 31, 2023.
For more information on our dividend, see Note 10 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.” Pending Acquisitions. As of December 31, 2023, we have entered into agreements to acquire companies in the health care sector, subject to regulatory approval and other customary closing conditions.
For more information on our dividend, see Note 10 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.” Pending Acquisitions. As of December 31, 2024, we have entered into agreements to acquire companies in the health care sector, subject to regulatory approval and other customary closing conditions.
The total anticipated capital required for these acquisitions, excluding the payoff of acquired indebtedness, is approximately $6 billion. We do not have other significant contractual obligations or commitments requiring cash resources. However, we continually evaluate opportunities to expand our operations, which include internal development of new products, programs and technology applications and may include acquisitions.
The total anticipated capital required for these acquisitions, excluding the payoff of acquired indebtedness, is approximately $4 billion. We do not have other significant contractual obligations or commitments requiring cash resources. However, we continually evaluate opportunities to expand our operations, which include internal development of new products, programs and technology applications and may include acquisitions.
These include other long-term liabilities reflected in our Consolidated Balance Sheets as of December 31, 2023, including obligations associated with certain employee benefit programs, unrecognized tax benefits and various long-term liabilities, which have some inherent uncertainty in the timing of these payments. • Redeemable noncontrolling interests.
These include other long-term liabilities reflected in our Consolidated Balance Sheets as of December 31, 2024, including obligations associated with certain employee benefit programs, unrecognized tax benefits and various long-term liabilities, which have some inherent uncertainty in the timing of these payments. • Redeemable noncontrolling interests.
For more information on our debt, see Note 8 of the Notes to the Consolidated Financial Statements included in Part II, Item 8 “Financial Statements and Supplementary Data.” Credit Ratings. Our credit ratings as of December 31, 2023 were as follows: Moody’s S&P Global Fitch A.M.
For more information on our debt, see Note 8 of the Notes to the Consolidated Financial Statements included in Part II, Item 8 “Financial Statements and Supplementary Data.” Credit Ratings. Our credit ratings as of December 31, 2024 were as follows: Moody’s S&P Global Fitch A.M.
Management believes the amount of medical costs payable is reasonable and adequate to cover our liability for unpaid claims as of December 31, 2023; however, actual claim payments may differ from established estimates as discussed above.
Management believes the amount of medical costs payable is reasonable and adequate to cover our liability for unpaid claims as of December 31, 2024; however, actual claim payments may differ from established estimates as discussed above.
For more detail related to our medical cost estimates, see Note 2 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.” 32 Table of Contents Goodwill We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change indicating the carrying value may not be recoverable.
For more detail related to our medical cost estimates, see Note 2 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.” Goodwill We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change indicating the carrying value may not be recoverable.
We continue to take a prudent, market-sustainable posture for both new business and maintenance of existing relationships. We continue to advocate for actuarially sound rates commensurate with our medical cost trends and we remain dedicated to partnering with those states that are committed to the long-term viability of their programs. 24 Table of Contents Medical Cost Trends.
We continue to take a prudent, market-sustainable posture for both new business and maintenance of existing relationships. We continue to advocate for actuarially sound rates commensurate with our medical cost trends and we remain dedicated to partnering with those states that are committed to the long-term viability of their programs. Medical Cost Trends.
If the fair value is less than the carrying value of the reporting unit, an impairment is recognized for the difference, up to the carrying amount of goodwill. We estimate the fair values of our reporting units using a discounted cash flow method which includes assumptions about a wide variety of internal and external factors.
If the fair value is less than the carrying value of the reporting unit, an impairment is recognized for the difference, up to the carrying amount of goodwill. 34 Table of Contents We estimate the fair values of our reporting units using a discounted cash flow method which includes assumptions about a wide variety of internal and external factors.
For example, for the most recent two months, we estimate claim costs incurred by applying 31 Table of Contents observed medical cost trend factors to the average per member per month (PMPM) medical costs incurred in prior months for which more complete claim data is available, supplemented by a review of near-term completion factors. Completion Factors.
For example, for the most recent two months, we estimate claim costs incurred by applying observed medical cost trend factors to the average per member per month (PMPM) medical costs incurred in prior months for which more complete claim data is available, supplemented by a review of near-term completion factors. Completion Factors.
As of October 1, 2023, we completed our annual impairment tests for goodwill with all of our reporting units having fair values substantially in excess of their carrying values.
As of October 1, 2024, we completed our annual impairment tests for goodwill with all of our reporting units having fair values substantially in excess of their carrying values.
These amounts exclude agreements cancelable without penalty and liabilities to the extent recorded in our Consolidated Balance Sheets as of December 31, 2023. • Other liabilities.
These amounts exclude agreements cancelable without penalty and liabilities to the extent recorded in our Consolidated Balance Sheets as of December 31, 2024. • Other liabilities.
See Note 4 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for further detail concerning our fair value measurements. Our available-for-sale debt portfolio had a weighted-average duration of 4.0 years and a weighted-average credit rating of “Double A” as of December 31, 2023.
See Note 4 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for further detail concerning our fair value measurements. Our available-for-sale debt portfolio had a weighted-average duration of 4.2 years and a weighted-average credit rating of “Double A” as of December 31, 2024.
Medicare Advantage funding continues to be pressured, as discussed below in “Regulatory Trends and Uncertainties ” and we have observed increased care patterns as discussed below in “Medical Cost Trends.” Our 2024 benefit design approach contemplates these trends. In Medicaid, we believe the payment rate environment creates the risk of continued downward pressure on Medicaid margin percentages.
Medicare Advantage funding continues to be pressured, as discussed below in “Regulatory Trends and Uncertainties” and we have observed increased care patterns as discussed below in “Medical Cost Trends.” Our 2025 benefit design approach contemplates these trends. In Medicaid, we believe the payment rate environment creates the risk of continued downward pressure on Medicaid margin percentages.
Our U.S. regulated subsidiaries paid their parent companies dividends of $8.0 billion and $8.8 billion in 2023 and 2022, respectively. See Note 10 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for further detail concerning our regulated subsidiary dividends.
Our U.S. regulated subsidiaries paid their parent companies dividends of $9.2 billion and $8.0 billion in 2024 and 2023, respectively. See Note 10 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for further detail concerning our regulated subsidiary dividends.
For more information on our share repurchase program, see Note 10 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.” Dividends. In June 2023, our Board of Directors increased the Company’s quarterly cash dividend to shareholders to an annual rate of $7.52 compared to $6.60 per share.
For more information on our share repurchase program, see Note 10 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.” Dividends. In June 2024, our 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.
We endeavor to mitigate those increases by engaging 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.
We endeavor to mitigate those increases by engaging hospitals, physicians and consumers with information and helping them make clinically sound choices, with the objective of helping them achieve high-quality, affordable care.
Enhanced clinical engagement is a critical step to improving the health outcomes of the people we serve and should result in lower costs to the overall health system over time. Regulatory Trends and Uncertainties Following is a summary of management’s view of the trends and uncertainties related to regulatory matters.
Enhanced clinical engagement is a critical step to improving the experience and health outcomes of the people we serve and should result in lower costs to the overall health system over time. 25 Table of Contents Regulatory Trends and Uncertainties Following is a summary of management’s view of the trends and uncertainties related to regulatory matters.
When multiple credit ratings are available for an individual security, the average of the available ratings is used to determine the weighted-average credit rating. Capital Resources and Uses of Liquidity Cash Requirements.
When multiple credit ratings are available for an individual security, the average of the available ratings is used to determine the weighted-average credit rating. 31 Table of Contents Capital Resources and Uses of Liquidity Cash Requirements.
The following table illustrates the sensitivity of these factors and the estimated potential impact on our medical costs payable estimates for the most recent two months as of December 31, 2023: Medical Cost PMPM Quarterly Trend Increase (Decrease) in Factors Increase (Decrease) In Medical Costs Payable (in millions) 3% $ 1,128 2 752 1 376 (1) (376) (2) (752) (3) (1,128) The completion factors and medical costs PMPM trend factors analyses above include outcomes considered reasonably likely based on our historical experience estimating liabilities for incurred but not reported benefit claims.
The following table illustrates the sensitivity of these factors and the estimated potential impact on our medical costs payable estimates for the most recent two months as of December 31, 2024: Medical Cost PMPM Quarterly Trend Increase (Decrease) in Factors Increase (Decrease) In Medical Costs Payable (in millions) 3% $ 1,264 2 843 1 421 (1) (421) (2) (843) (3) (1,264) The completion factors and medical costs PMPM trend factors analyses above include outcomes considered reasonably likely based on our historical experience estimating liabilities for incurred but not reported benefit claims.
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. Delivery System and Payment Modernization.
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.
Concentrations of credit risk with respect to accounts receivable are limited due to the large number of employer groups and other customers constituting our client base. As of December 31, 2023, there were no significant concentrations of credit risk.
Concentrations of credit risk with respect to accounts receivable are limited due to the large number of employer groups and other customers constituting our client base. As of December 31, 2024, there were no significant concentrations of credit risk. 35 Table of Contents
If the revised estimate of prior period medical costs is more than the previous estimate, we will increase reported medical costs in the current period (unfavorable development). Medical costs in 2023, 2022 and 2021 included favorable medical cost development related to prior years of $840 million, $410 million and $1.7 billion, respectively.
If the revised estimate of prior period medical costs is more than the previous estimate, we will increase reported medical costs in the current period (unfavorable development). Medical costs in 2024, 2023 and 2022 included favorable medical cost development related to prior years of $700 million, $840 million and $410 million, respectively.
These include $7.9 billion, $3.7 billion of which is expected to be paid within the next twelve months, of fixed or minimum commitments under existing purchase obligations for goods and services, including agreements cancelable with the payment of an early termination penalty, and remaining capital commitments for venture capital funds and other funding commitments.
These include $11.5 billion, $2.4 billion of which is expected to be paid within the next twelve months, of fixed or minimum commitments under existing purchase obligations for goods and services, including agreements cancelable with the payment of an early termination penalty, and remaining capital commitments for venture capital funds, strategic transactions and other funding commitments.
Our regulated subsidiaries generate significant cash flows from operations and are subject to, among other things, minimum levels of statutory capital, as defined by their respective jurisdictions, and restrictions on the timing and amount of dividends paid to their parent companies.
Cash flows generated from operating activities are principally derived from earnings before noncash expenses. Our regulated subsidiaries generate significant cash flows from operations and are subject to, among other things, minimum levels of statutory capital, as defined by their respective jurisdictions, and restrictions on the timing and amount of dividends paid to their parent companies.
Financial Condition As of December 31, 2023, our cash, cash equivalent, available-for-sale debt securities and equity securities balances of $75.2 billion included $25.4 billion of cash and cash equivalents (of which $1.3 billion was available for general corporate use), $44.9 billion of debt securities and $4.9 billion of equity securities.
Financial Condition As of December 31, 2024, our cash, cash equivalent, available-for-sale debt securities and equity securities balances of $77.1 billion included $25.3 billion of cash and cash equivalents (of which approximately $800 million was available for general corporate use), $46.9 billion of debt securities and $4.9 billion of equity securities.
Optum Total revenues and earnings from operations increased due to growth across the Optum businesses. The results by segment were as follows: Optum Health Revenues at Optum Health increased primarily due to organic growth in patients served under value-based care arrangements and business combinations.
The results by segment were as follows: Optum Health Revenues at Optum Health increased primarily due to organic growth in patients served under value-based care arrangements.
For example, the Final Notice for 2024 rates resulted in an industry base rate decrease, 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 trend, creating continued pressure in the Medicare Advantage program.
For example, the Final Notice for 2024 and 2025 rates resulted in an industry base rate decrease, both of which are well short of what is an increasing industry forward medical cost trend.
The rate of market growth may be affected by a variety of factors, including macroeconomic conditions, which could impact our results of operations, including our continued efforts to control health care costs. Pricing Trends. To price our health care benefits, products and services, we start with our view of expected future costs, including care patterns, inflation and labor market dynamics.
The rate of market growth may be affected by a variety of factors, including macroeconomic conditions, which could impact our results of operations, including our continued efforts to control health care costs. Pricing Trends.
Other significant changes in sources or uses of cash year-over-year included decreased cash paid for acquisitions and net purchases of investments, offset by decreased net issuances of short-term borrowings and long-term debt, customer funds administered and cash from dispositions.
Other significant changes in sources or uses of cash year-over-year included increased net issuances of short-term borrowings and long-term debt, net sales and maturities of investments and cash received from dispositions, offset by loans to care providers in response to the Change Healthcare cyberattack, increased cash paid for acquisitions and other transactions, decreased customer funds administered and increased share repurchases.
Assuming a hypothetical 1% difference between our December 31, 2023 estimates of medical costs payable and actual medical costs payable, excluding AARP Medicare Supplement Insurance and any potential offsetting impact from premium rebates, 2023 net earnings would have increased or decreased by approximately $245 million.
Assuming a hypothetical 1% difference between our December 31, 2024 estimates of medical costs payable and actual medical costs payable, 2024 net earnings would have increased or decreased by approximately $260 million.
The Board of Directors from time to time may further amend the share repurchase program in order to increase the authorized number of shares which may be repurchased under the program.
As of December 31, 2024, we had Board of Directors’ authorization to purchase up to 33 million shares of our common stock. The Board of Directors from time to time may further amend the share repurchase program in order to increase the authorized number of shares which may be repurchased under the program.
As of December 31, 2023, our debt to debt-plus-shareholders’ equity ratio, as defined and calculated under the credit facilities, was 38%. Long-Term Debt. Periodically, we access capital markets to issue long-term debt for general corporate purposes, such as to meet our working capital requirements, to refinance debt, to finance acquisitions or for share repurchases.
Periodically, we access capital markets to issue long-term debt for general corporate purposes, such as to meet our working capital requirements, to refinance debt, to finance acquisitions or for share repurchases.
Average shareholders’ equity is calculated using the shareholders’ equity balance at the end of the preceding year and the shareholders’ equity balances at the end of each of the four quarters of the year presented. 26 Table of Contents 2023 RESULTS OF OPERATIONS COMPARED TO 2022 RESULTS Consolidated Financial Results Revenues 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.
Average shareholders’ equity is calculated using the shareholders’ equity balance at the end of the preceding year and the shareholders’ equity balances at the end of each of the four quarters of the year presented. 2024 RESULTS OF OPERATIONS COMPARED TO 2023 RESULTS Consolidated Financial Results Revenues 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.
Operating Cost Ratio The operating cost ratio was consistent primarily due to operating cost management, offset by business mix and investments to support future growth. Reportable Segments See Note 14 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data ” for more information on our segments.
Reportable Segments See Note 14 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for more information on our segments.
A significant downgrade in our credit ratings or adverse conditions in the capital markets may increase the cost of borrowing for us or limit our access to capital. Share Repurchase Program. As of December 31, 2023, we had Board of Directors’ authorization to purchase up to 15 million shares of our common stock.
A significant downgrade in our credit ratings or adverse conditions in the capital markets may increase the cost of borrowing for us or limit our access to capital. 32 Table of Contents Share Repurchase Program.
We continually forecast and manage our cash, investments, working capital balances and capital structure to meet the short-term and long-term obligations of our businesses while seeking to maintain liquidity and financial flexibility. Cash flows generated from operating activities are principally from earnings before noncash expenses.
LIQUIDITY, FINANCIAL CONDITION AND CAPITAL RESOURCES Liquidity Introduction We manage our liquidity and financial position in the context of our overall business strategy. We continually forecast and manage our cash, investments, working capital balances and capital structure to meet the short-term and long-term obligations of our businesses while seeking to maintain liquidity and financial flexibility.
RESULTS SUMMARY The following table summarizes our consolidated results of operations and other financial information: (in millions, except percentages and per share data) For the Years Ended December 31, Change 2023 2022 2021 2023 vs. 2022 Revenues: Premiums $ 290,827 $ 257,157 $ 226,233 $ 33,670 13 % Products 42,583 37,424 34,437 5,159 14 Services 34,123 27,551 24,603 6,572 24 Investment and other income 4,089 2,030 2,324 2,059 101 Total revenues 371,622 324,162 287,597 47,460 15 Operating costs: Medical costs 241,894 210,842 186,911 31,052 15 Operating costs 54,628 47,782 42,579 6,846 14 Cost of products sold 38,770 33,703 31,034 5,067 15 Depreciation and amortization 3,972 3,400 3,103 572 17 Total operating costs 339,264 295,727 263,627 43,537 15 Earnings from operations 32,358 28,435 23,970 3,923 14 Interest expense (3,246) (2,092) (1,660) (1,154) 55 Earnings before income taxes 29,112 26,343 22,310 2,769 11 Provision for income taxes (5,968) (5,704) (4,578) (264) 5 Net earnings 23,144 20,639 17,732 2,505 12 Earnings attributable to noncontrolling interests (763) (519) (447) (244) 47 Net earnings attributable to UnitedHealth Group common shareholders $ 22,381 $ 20,120 $ 17,285 $ 2,261 11 % Diluted earnings per share attributable to UnitedHealth Group common shareholders $ 23.86 $ 21.18 $ 18.08 $ 2.68 13 % Medical care ratio (a) 83.2 % 82.0 % 82.6 % 1.2 % Operating cost ratio 14.7 14.7 14.8 — Operating margin 8.7 8.8 8.3 (0.1) Tax rate 20.5 21.7 20.5 (1.2) Net earnings margin (b) 6.0 6.2 6.0 (0.2) Return on equity (c) 27.0 % 27.2 % 25.2 % (0.2) % ________ (a) Medical care ratio (MCR) is calculated as medical costs divided by premium revenue.
SELECTED OPERATING PERFORMANCE ITEMS The following summarizes select 2024 year-over-year operating comparisons to 2023 and other financial results. • Consolidated revenues grew 8%, UnitedHealthcare revenues grew 6% and Optum revenues grew 12%. • 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. • Cash flows from operations were $24.2 billion. 26 Table of Contents RESULTS SUMMARY The following table summarizes our consolidated results of operations and other financial information: (in millions, except percentages and per share data) For the Years Ended December 31, Change 2024 2023 2022 2024 vs. 2023 Revenues: Premiums $ 308,810 $ 290,827 $ 257,157 $ 17,983 6 % Products 50,226 42,583 37,424 7,643 18 Services 36,040 34,123 27,551 1,917 6 Investment and other income 5,202 4,089 2,030 1,113 27 Total revenues 400,278 371,622 324,162 28,656 8 Operating costs: Medical costs 264,185 241,894 210,842 22,291 9 Operating costs 53,013 54,628 47,782 (1,615) (3) Cost of products sold 46,694 38,770 33,703 7,924 20 Depreciation and amortization 4,099 3,972 3,400 127 3 Total operating costs 367,991 339,264 295,727 28,727 8 Earnings from operations 32,287 32,358 28,435 (71) — Interest expense (3,906) (3,246) (2,092) (660) 20 Loss on sale of subsidiary and subsidiaries held for sale (8,310) — — (8,310) nm Earnings before income taxes 20,071 29,112 26,343 (9,041) (31) Provision for income taxes (4,829) (5,968) (5,704) 1,139 (19) Net earnings 15,242 23,144 20,639 (7,902) (34) Earnings attributable to noncontrolling interests (837) (763) (519) (74) 10 Net earnings attributable to UnitedHealth Group common shareholders $ 14,405 $ 22,381 $ 20,120 $ (7,976) (36) % Diluted earnings per share attributable to UnitedHealth Group common shareholders $ 15.51 $ 23.86 $ 21.18 $ (8.35) (35) % Medical care ratio (a) 85.5 % 83.2 % 82.0 % 2.3 % Operating cost ratio 13.2 14.7 14.7 (1.5) Operating margin 8.1 8.7 8.8 (0.6) Tax rate 24.1 20.5 21.7 3.6 Net earnings margin (b) 3.6 6.0 6.2 (2.4) Return on equity (c) 15.9 % 27.0 % 27.2 % (11.1) % ________ nm = not meaningful (a) Medical care ratio (MCR) is calculated as medical costs divided by premium revenue.
Summary of our Major Sources and Uses of Cash and Cash Equivalents For the Years Ended December 31, Change (in millions) 2023 2022 2021 2023 vs. 2022 Sources of cash: Cash provided by operating activities $ 29,068 $ 26,206 $ 22,343 $ 2,862 Issuances of long-term debt and short-term borrowings, net of repayments 4,280 12,536 2,481 (8,256) Proceeds from common share issuances 1,353 1,253 1,355 100 Customer funds administered — 5,548 622 (5,548) Cash received for dispositions 685 3,414 15 (2,729) Total sources of cash 35,386 48,957 26,816 Uses of cash: Cash paid for acquisitions, net of cash assumed (10,136) (21,458) (4,821) 11,322 Common share repurchases (8,000) (7,000) (5,000) (1,000) Cash dividends paid (6,761) (5,991) (5,280) (770) Purchases of property, equipment and capitalized software (3,386) (2,802) (2,454) (584) Purchases of investments, net of sales and maturities (1,777) (6,837) (1,843) 5,060 Purchases of redeemable noncontrolling interests (730) (176) (1,338) (554) Customer funds administered (521) — — (521) Other (2,110) (2,737) (1,564) 627 Total uses of cash (33,421) (47,001) (22,300) Effect of exchange rate changes on cash and cash equivalents 97 34 (62) 63 Net increase in cash and cash equivalents $ 2,062 $ 1,990 $ 4,454 $ 72 29 Table of Contents 2023 Cash Flows Compared to 2022 Cash Flows Increased cash flows provided by operating activities were driven by changes in working capital accounts and increased net earnings.
We use these cash flows to expand our businesses through acquisitions, reinvest in our businesses through capital expenditures, repay debt and return capital to our shareholders through dividends and repurchases of our common stock. 30 Table of Contents Summary of our Major Sources and Uses of Cash and Cash Equivalents For the Years Ended December 31, Change (in millions) 2024 2023 2022 2024 vs. 2023 Sources of cash: Cash provided by operating activities $ 24,204 $ 29,068 $ 26,206 $ (4,864) Issuances of long-term debt and short-term borrowings, net of repayments 14,660 4,280 12,536 10,380 Proceeds from common share issuances 1,846 1,353 1,253 493 Customer funds administered — — 5,548 — Cash received for dispositions 2,041 685 3,414 1,356 Sales and maturities of investments, net of purchases 525 — — 525 Total sources of cash 43,276 35,386 48,957 7,890 Uses of cash: Cash paid for acquisitions and other transactions, net of cash assumed (13,408) (10,136) (21,458) (3,272) Common share repurchases (9,000) (8,000) (7,000) (1,000) Cash dividends paid (7,533) (6,761) (5,991) (772) Purchases of property, equipment and capitalized software (3,499) (3,386) (2,802) (113) Purchases of investments, net of sales and maturities — (1,777) (6,837) 1,777 Purchases of redeemable noncontrolling interests (280) (730) (176) 450 Loans to care providers - cyberattack, net of repayments (4,519) — — (4,519) Customer funds administered (1,560) (521) — (1,039) Other (3,312) (2,110) (2,737) (1,202) Total uses of cash (43,111) (33,421) (47,001) (9,690) Effect of exchange rate changes on cash and cash equivalents (61) 97 34 (158) Net increase in cash and cash equivalents, including cash within businesses held for sale $ 104 $ 2,062 $ 1,990 $ (1,958) Less: cash within businesses held for sale (219) — — (219) Net (decrease) increase in cash and cash equivalents $ (115) $ 2,062 $ 1,990 $ (2,177) 2024 Cash Flows Compared to 2023 Cash Flows Decreased cash flows provided by operating activities were primarily driven by CMS Medicare funding reductions, Change Healthcare cyberattack response actions, increased medical costs and changes in working capital accounts.
If actual claims submission rates from providers (which can be influenced by a number of factors, including provider mix and electronic versus manual submissions), actual care activity incurred (which can be influenced by pandemics or seasonal illnesses, such as influenza), or our claim processing patterns are different than estimated, our reserve estimates may be significantly impacted.
If actual claims submission rates from providers (which can be influenced by a number of factors, including provider mix and electronic versus manual submissions), actual care activity incurred (which can be influenced by pandemics or seasonal illnesses, such as influenza), or our claim processing patterns are different than estimated, our reserve estimates may be significantly impacted. 33 Table of Contents The following table illustrates the sensitivity of these factors and the estimated potential impact on our medical costs payable estimates for those periods as of December 31, 2024: Completion Factors (Decrease) Increase in Factors Increase (Decrease) In Medical Costs Payable (in millions) (0.75)% $ 973 (0.50) 647 (0.25) 322 0.25 (321) 0.50 (640) 0.75 (958) Medical Cost Per Member Per Month Trend Factors.
Our medical cost trends primarily relate to changes in unit costs; care activity; and prescription drug costs. 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.
Our medical cost trends primarily relate to changes in unit costs, care activity and prescription drug costs. As expected and contemplated in our benefits design, we have continued to observe increased care patterns, which may continue in future periods.
Further information on our business and reportable segments is presented in Part I, Item 1, “Business” and in Note 14 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.” Business Trends Our businesses participate in the United States and certain other international health markets.
Further information on our business and reportable segments is presented in Part I, Item 1, “Business” and in Note 14 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.” 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.
For more information on our commercial paper and bank credit facilities, see Note 8 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.” 30 Table of Contents 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.
For more information on our commercial paper and bank credit facilities, see Note 8 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.” As of December 31, 2024, we were in compliance with the various covenants under our bank credit facilities. Long-Term Debt.
Earnings from operations increased due to cost management initiatives and increased investment income, partially offset by higher senior outpatient and behavioral health care activity and costs associated with serving newly added patients under value-based care arrangements. Optum Health served approximately 103 million people as of December 31, 2023 compared to 102 million people as of December 31, 2022.
Earnings from operations increased due to gains related to business portfolio refinement, including strategic transactions, increased investment income and cost management initiatives, partially offset by Medicare Advantage funding reductions, costs associated with serving newly added patients under value-based care arrangements and medical care activity.
Optum Insight Revenues and earnings from operations at Optum Insight increased due to growth in business services as a result of business combinations and growth in technology services. 28 Table of Contents Optum Rx 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.
Optum Rx Revenues and earnings from operations at Optum Rx increased due to higher script volumes from both new clients and growth in existing clients and growth in pharmacy services. Earnings from operations also increased due to operating cost efficiencies and supply chain initiatives. Optum Rx fulfilled 1,623 million and 1,542 million adjusted scripts in 2024 and 2023, respectively.
Removed
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.
Added
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.
Removed
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. 25 Table of Contents SELECTED OPERATING PERFORMANCE ITEMS The following represents a summary of select 2023 year-over-year operating comparisons to 2022. • Consolidated revenues increased by 15%, UnitedHealthcare revenues increased 13% and Optum revenues grew 24%. • 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. • Cash flows from operations were $29.1 billion. • Return on equity was 27.0%.
Added
To support care providers we provided interest-free loans of more than $9 billion through December 31, 2024.
Removed
Revenues also increased due to increased investment income, primarily driven by increased interest rates. Medical Costs and MCR Medical costs increased primarily due to growth in people served throughout the year in Medicare Advantage and Medicaid. The MCR increased as a result of elevated care activity, primarily relating to outpatient care for seniors, and business mix.
Added
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.
Removed
The following table summarizes the number of individuals served by our UnitedHealthcare businesses, by major market segment and funding arrangement: December 31, Change (in thousands, except percentages) 2023 2022 2021 2023 vs. 2022 Commercial - domestic: Risk-based 8,115 8,045 7,985 70 1 % Fee-based 19,200 18,640 18,595 560 3 Total commercial - domestic 27,315 26,685 26,580 630 2 Medicare Advantage 7,695 7,105 6,490 590 8 Medicaid 7,845 8,170 7,655 (325) (4) Medicare Supplement (Standardized) 4,355 4,375 4,395 (20) — Total community and senior 19,895 19,650 18,540 245 1 Total UnitedHealthcare - domestic medical 47,210 46,335 45,120 875 2 Commercial - global 5,540 5,360 5,510 180 3 Total UnitedHealthcare - medical 52,750 51,695 50,630 1,055 2 % Supplemental Data: Medicare Part D stand-alone 3,315 3,295 3,700 20 1 % UnitedHealthcare’s revenues increased due to growth in the number of people served throughout the year in Medicare Advantage, Medicaid and commercial offerings.
Added
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.
Removed
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.
Added
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.
Removed
Earnings from operations also increased as a result of continued supply chain and operating cost management initiatives. Optum Rx fulfilled 1,542 million and 1,438 million adjusted scripts in 2023 and 2022, respectively. LIQUIDITY, FINANCIAL CONDITION AND CAPITAL RESOURCES Liquidity Introduction We manage our liquidity and financial position in the context of our overall business strategy.
Added
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.
Removed
We use these cash flows to expand our businesses through acquisitions, reinvest in our businesses through capital expenditures, repay debt and return capital to our shareholders through dividends and repurchases of our common stock.
Added
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. 24 Table of Contents Business Trends Our businesses participate in the United States and certain other international health markets.
Removed
The following table illustrates the sensitivity of these factors and the estimated potential impact on our medical costs payable estimates for those periods as of December 31, 2023: Completion Factors (Decrease) Increase in Factors Increase (Decrease) In Medical Costs Payable (in millions) (0.75)% $ 880 (0.50) 585 (0.25) 292 0.25 (290) 0.50 (579) 0.75 (867) Medical Cost Per Member Per Month Trend Factors.
Added
To price our health care benefits, products and services, we start with our view of expected future costs, including medical care patterns, inflation and labor market dynamics.
Added
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.
Added
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.
Added
For the year ended December 31, 2024, medical costs related to the temporary suspension of some care management activities were approximately $640 million. Medicaid Redeterminations.
Added
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. Delivery System and Payment Modernization.
Added
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.
Added
Medical Costs and MCR Medical costs increased primarily due to growth in people served through Medicare Advantage and domestic commercial offerings and member mix.
Added
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. 27 Table of Contents Operating Cost Ratio The operating cost ratio decreased primarily due to operating cost management and gains related to business portfolio refinement, including strategic transactions, partially offset by the impact of our direct response efforts to the Change Healthcare cyberattack and investments to support future growth.
Added
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.
Added
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.
Added
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.
Added
Optum Total revenues increased due to growth at Optum Rx and Optum Health. Earnings from operations increased with growth at Optum Health and Optum Rx, partially offset by decreased earnings from operations at Optum Insight.
Added
Optum Health served approximately 100 million people as of December 31, 2024 compared to 103 million people as of December 31, 2023. 29 Table of Contents 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.
Added
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.
Added
In June 2024, our Board of Directors amended our 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.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+0 added−4 removed0 unchanged
Biggest changeThe 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, 2023 and 2022 on our investment income and interest expense per annum and the fair value of our investments and debt (in millions, except percentages): December 31, 2023 Increase (Decrease) in Market Interest Rate Investment Income Per Annum Interest Expense Per Annum Fair Value of Financial Assets Fair Value of Financial Liabilities 2 % $ 688 $ 393 $ (3,642) $ (8,142) 1 344 196 (1,871) (4,444) (1) (344) (180) 1,954 5,391 (2) (688) (360) 3,964 11,992 December 31, 2022 Increase (Decrease) in Market Interest Rate Investment Income Per Annum Interest Expense Per Annum Fair Value of Financial Assets Fair Value of Financial Liabilities 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 Note: The impact of hypothetical changes in interest rates may not reflect the full 100 or 200 basis point change on interest income and interest expense or on the fair value of financial assets and liabilities as the rates are assumed to not fall below zero.
Biggest changeThe 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, 2024 and 2023 on our investment income and interest expense per annum and the fair value of our investments and debt (in millions, except percentages): December 31, 2024 Increase (Decrease) in Market Interest Rate Investment Income Per Annum Interest Expense Per Annum Fair Value of Financial Assets Fair Value of Financial Liabilities 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, 2023 Increase (Decrease) in Market Interest Rate Investment Income Per Annum Interest Expense Per Annum Fair Value of Financial Assets Fair Value of Financial Liabilities 2% $ 688 $ 393 $ (3,642) $ (8,142) 1 344 196 (1,871) (4,444) (1) (344) (180) 1,954 5,391 (2) (688) (360) 3,964 11,992 Note: The impact of hypothetical changes in interest rates may not reflect the full 100 or 200 basis point change on interest income and interest expense or on the fair value of financial assets and liabilities as the rates are assumed to not fall below zero.
Also as of December 31, 2023, $20 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. The fair value of our fixed-rate investments and debt also varies with market interest rates.
Also as of December 31, 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. The fair value of our fixed-rate investments and debt also varies with market interest rates.
As of December 31, 2023, we had $34 billion of financial assets on which the interest rates received vary with market interest rates, which may significantly impact our investment income.
As of December 31, 2024, we had $33 billion of financial assets on which the interest rates received vary with market interest rates, which may significantly impact our investment income.
As of December 31, 2023, $43 billion of our investments were fixed-rate debt securities and $44 billion of our debt was non-swapped fixed-rate term debt. An increase in market interest rates decreases the market value of fixed-rate investments and fixed-rate debt.
As of December 31, 2024, $46 billion of our investments were fixed-rate debt securities and $49 billion of our debt was non-swapped fixed-rate term debt. An increase in market interest rates decreases the market value of fixed-rate investments and fixed-rate debt. Conversely, a decrease in market interest rates increases the market value of fixed-rate investments and fixed-rate debt.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 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 debt, as well as foreign currency exchange rate risk of the U.S. dollar primarily to the Brazilian real and Chilean peso.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 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 debt.
Conversely, a decrease in market interest rates increases the market value of fixed-rate investments and fixed-rate debt. 33 Table of Contents We manage exposure to market interest rates by diversifying investments across different fixed-income market sectors and debt across maturities, as well as by matching a portion of our floating-rate assets and liabilities, either directly or through the use of interest rate swap contracts.
We manage exposure to market interest rates by diversifying investments across different fixed-income market sectors and debt across maturities, as well as by matching a portion of our floating-rate assets and liabilities, either directly or through the use of interest rate swap contracts. Unrealized gains and losses on investments in available-for-sale debt securities are reported in comprehensive income.
As of December 31, 2023, we had $4.9 billion of investments in equity securities, primarily consisting of venture investments, employee savings plan related investments and non-U.S. dollar fixed-income funds. Valuations in non-U.S. dollar funds are subject to foreign exchange rates. 34 Table of Contents
As of December 31, 2024, we had $4.9 billion of investments in equity securities, primarily consisting of venture investments and employee savings plan related investments. 36 Table of Contents
Removed
Unrealized gains and losses on investments in available-for-sale debt securities are reported in comprehensive income.
Removed
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.
Removed
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.
Removed
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.

Other UNH 10-K year-over-year comparisons