# UnitedHealth Group (UNH) 10-K SEC filing - FY2024 - Filed: Feb 27, 2025 - Fiscal year: FY2024 - Accession: 0000731766-25-000063 - OpenCapital page: https://www.opencapital.sh/filings/0000731766-25-000063 - Markdown URL: https://www.opencapital.sh/filings/0000731766-25-000063.md - Official SEC filing index: https://www.sec.gov/Archives/edgar/data/731766/0000731766-25-000063-index.htm ## Filing documents - [10-K (unh-20241231.htm)](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unh-20241231.htm) - [EX-10.45 (unhex104512312024.htm)](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104512312024.htm) - [EX-10.46 (unhex104612312024.htm)](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104612312024.htm) - [EX-10.47 (unhex104712312024.htm)](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104712312024.htm) - [EX-10.48 (unhex104812312024.htm)](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104812312024.htm) - [EX-19.1 (unhex19112312024.htm)](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex19112312024.htm) - [EX-21.1 (unhex21112312024.htm)](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex21112312024.htm) - [EX-23.1 (unhex23112312024.htm)](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex23112312024.htm) - [EX-24.1 (unhex24112312024.htm)](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex24112312024.htm) - [EX-31.1 (unhex31112312024.htm)](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex31112312024.htm) - [EX-32.1 (unhex32112312024.htm)](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex32112312024.htm) --- ## 10-K SEC source: [unh-20241231.htm](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unh-20241231.htm) ### UNITED STATES ### SECURITIES AND EXCHANGE COMMISSION ### Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from \_\_\_\_\_ to \_\_\_\_\_ Commission file number: 1-10864 UnitedHealth Group Incorporated ### (Exact name of registrant as specified in its charter) | | | | | | --- | --- | --- | --- | | Delaware | | 41-1321939 | | | (State or other jurisdiction ofincorporation or organization) | | (I.R.S. EmployerIdentification No.) | | | 1 Health Drive | 55344 | 655 New York Avenue NW | 20001 | | Minnesota | | DC | | | (Address of principal executive offices) | (Zip Code) | (Address of principal executive offices) | (Zip Code) | (800) 328-5979 ### (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $.01 par value UNH New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None _________________________________________________________   Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2024 was $468,433,146,650 (based on the last reported sale price of $509.26 per share on June 30, 2024 as reported on the New York Stock Exchange), excluding only shares of voting stock held beneficially by directors, executive officers and subsidiaries of the registrant. As of January 31, 2025, there were 914,712,333 shares of the registrant’s Common Stock, $.01 par value per share, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE The information required by Part III of this report, to the extent not set forth herein, is incorporated by reference from the registrant’s definitive proxy statement relating to its 2025 Annual Meeting of Shareholders. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. ### UNITEDHEALTH GROUP ### Table of Contents | Part I | Part I | Page / Part I | | --- | --- | --- | | Item 1. | Business | 1 | | Item 1A. | Risk Factors | 10 | | Item 1B. | Unresolved Staff Comments | 20 | | Item 1C. | Cybersecurity | 21 | | Item 2. | Properties | 22 | | Item 3. | Legal Proceedings | 22 | | Item 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. | Financial Statements and Supplementary Data | 37 | | Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 67 | | Item 9A. | Controls and Procedures | 67 | | Item 9B. | Other Information | 69 | | Item 9C. | Disclosure Regarding Foreign Jurisdictions That Prevent Inspections | 69 | | Part III | | | | Item 10. | Directors, Executive Officers and Corporate Governance | 69 | | Item 11. | Executive Compensation | 70 | | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 70 | | Item 13. | Certain Relationships and Related Transactions, and Director Independence | 70 | | Item 14. | Principal Accountant Fees and Services | 70 | | Part IV | | | | Item 15. | Exhibit and Financial Statement Schedules | 71 | | Item 16. | Form 10-K Summary | 79 | | Signatures | | 80 | ### PART I ## ITEM 1. BUSINESS ### OUR BUSINESSES ### Overview The terms “we,” “our,” “us,” “its,” “UnitedHealth Group,” or the “Company” used in this report refer to UnitedHealth Group Incorporated and its subsidiaries. UnitedHealth Group Incorporated is a health care and well-being company with a mission to help people live healthier lives and help make the health system work better for everyone. Our two distinct, yet complementary businesses — Optum and UnitedHealthcare — are working to help build a modern, high-performing health system through improved access, affordability, outcomes and experiences for the individuals and organizations we are privileged to serve. The ability to analyze complex data and apply deep health care expertise and insights allows us to serve patients, consumers, care providers, businesses, communities and governments with more innovative products and complete, end-to-end offerings for many of the biggest challenges facing health care today. Optum seeks to create a higher-performing, value-oriented and more connected approach to health care. Bringing together clinical expertise, technology and data to make care simpler, more effective and more affordable, we seek to advance whole-person health, creating a seamless consumer experience and supporting clinicians with insights to deliver personalized, evidence-based care. Optum serves the broad health care marketplace, including patients and consumers, payers, care providers, employers, governments and life sciences companies, through its Optum Health, Optum Insight and Optum Rx businesses. These businesses improve overall health system performance by optimizing health care quality and delivery, reducing costs and improving patient, consumer and provider experience, leveraging distinctive capabilities in data and analytics, pharmacy care services, health care operations, population health and health financial services. UnitedHealthcare offers a full range of health benefits, designed to simplify the health care experience and make it more affordable for consumers to access high-quality care. UnitedHealthcare Employer & Individual serves consumers and employers, ranging from sole proprietorships to large, multi-site and national employers and public sector employers. UnitedHealthcare Medicare & Retirement delivers health and well-being benefits to seniors and other Medicare eligible consumers. UnitedHealthcare Community & State serves consumers who are economically disadvantaged, the medically underserved and those without the benefit of employer sponsored health benefits coverage. We have four reportable segments: - Optum Health; - Optum Insight; - Optum Rx; and - UnitedHealthcare, which includes UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement and UnitedHealthcare Community & State. ### Optum Optum is an information and technology-enabled health services business serving the broad health care marketplace, including: - Those who need care: patients who need the right care, information, resources, products and engagement to improve their health, achieve their health goals and receive an improved patient experience that is personalized, comprehensive and delivered in all care settings, including in-home and virtually. - Those who provide care: physicians, hospitals, pharmacies and others seeking to improve the health system and reduce the administrative burden, allowing for providers to focus time on patients leading to the best possible patient care and experiences while achieving better health outcomes at lower costs. Improved health outcomes are achieved by utilizing our clinical expertise, data and analytics to better understand, treat and prevent consumers’ health conditions and ensure they receive the best evidence-based care. - Those who pay for care: consumers; employers; health plans; and state, federal and municipal agencies devoted to ensuring the people they sponsor receive high-quality care, administered and delivered efficiently and effectively, all while driving health equity so that every individual, family and community has access to the care they need. - Those who innovate for care: global life sciences organizations dedicated to developing more effective approaches to care, enabling technologies and medicines to improve care delivery and health outcomes. Optum operates three business segments which combine distinctive capabilities in value-based care, population health, health care operations, data and analytics and pharmacy care services: - Optum Health delivers patient-centered care, care management, wellness and consumer engagement, and health financial services; - Optum Insight offers data, analytics, research, consulting, technology and managed services solutions; and - Optum Rx provides diversified pharmacy care services. ### 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. 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. Optum Health works directly with patients, consumers, care delivery systems, providers, employers, payers, and public-sector entities to provide high quality, accessible and equitable care with improved health outcomes and reduced total cost of care. Optum Health enables care providers to transition from traditional fee-for-service payment models to performance-based delivery and payment models designed to improve patient health outcomes and experience through value-based care. Optum Health offerings include fully accountable value-based arrangements, where Optum Health assumes responsibility for health care costs in exchange for a monthly premium. Offerings also include administrative fee arrangements, where Optum Health manages or administers products and services in exchange for a monthly fee, and fee-for-service arrangements, where Optum Health delivers health-related products and medical services for patients at a contracted fee. 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. For financial services offerings, Optum Financial charges fees and earns investment income on managed funds. Optum Health sells its products primarily through its direct sales force, strategic collaborations and external producers in three key areas: employers, including large, mid-sized and small employers; payers including health plans, third-party administrators (TPAs), underwriter/stop-loss carriers and individual product intermediaries; and public entities, including the U.S. Departments of Health and Human Services (HHS), Veterans Affairs, Defense, and other federal, state and local health care agencies. ### Optum Insight Optum Insight connects the health care system with services, analytics and platforms that make clinical, administrative and financial processes simpler and more efficient for all participants in the health care system. Hospital systems, physicians, health plans, public entities, life sciences companies and other organizations comprising the health care industry depend on Optum Insight to help them improve performance and reduce costs through administrative efficiency and payment simplification, advance care quality through evidence-based standards built directly into clinical workflows, meet compliance mandates and modernize their core operating systems to meet the changing needs of the health system. Health Systems. Serves hospitals, physicians and other care providers to improve operating performance, better coordinate care and reduce administrative costs through technology and services to improve population health management, patient engagement, revenue cycle management and strategic growth plans. Health Plans. Serves health plans by improving financial performance and enhancing outcomes through proactive analytics, a comprehensive payment integrity portfolio and technology-enabled and staff-supported risk and quality services. Optum Insight helps health plans navigate a dynamic environment defined by shifts in employer vs. public-sector coverage, the demand for affordable benefit plans and the need to leverage new technology to reduce complexity. State Governments. Provides advanced technology and analytics services to modernize the administration of critical safety net programs, such as Medicaid, while improving cost predictability. Life Sciences Companies. 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. 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. 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. Optum Insight’s products and services are sold primarily through a direct sales force. Optum Insight’s products are also supported and distributed through an array of alliances and business partnerships with other technology vendors, who integrate and interface Optum Insight’s products with their applications. ### Optum Rx Optum Rx provides a full spectrum of pharmacy care services through its network of more than 65,000 retail pharmacies, through home delivery, specialty and community health pharmacies, the provision of in-home and community-based infusion services and through rare disease and gene therapy support services. It also offers direct-to-consumer solutions. Optum Rx manages a broad range of prescription drug spend, including widely available retail drugs as well as limited and ultra-limited distribution drugs in oncology, HIV, pain management and ophthalmology. Optum Rx serves the growing pharmacy needs of people with behavioral health and substance use disorders. 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. Optum Rx offers multiple clinical programs, digital tools and services to help clients manage overall pharmacy and health care costs in a clinically appropriate manner which are designed to deliver improved consumer experiences, better health outcomes and a lower total cost of care. Optum Rx provides various utilization management, medication management, quality assurance, adherence and counseling programs to complement each client’s plan design and clinical strategies. Optum Rx is accelerating the integration of medical, pharmacy and behavioral care and treating the whole patient by embedding our pharmacists as key members of the patient care team. ### UnitedHealthcare Through its health benefits offerings, UnitedHealthcare is enabling better health, creating a better health care experience for its customers and helping to control rising health care costs. UnitedHealthcare’s market position is built on: - strong local-market relationships; - the breadth of product offerings, based upon extensive expertise in distinct market segments in health care; - service and advanced technology, including digital consumer engagement; - competitive medical and operating cost positions; - effective clinical engagement; and - innovation for customers and consumers. 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. See further discussion of our regulatory environment below under [“Government Regulation”](#i5df38065a2cf44208c456280ada6b201_19) and in [Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”](#i5df38065a2cf44208c456280ada6b201_55) ### UnitedHealthcare Employer & Individual Domestically, UnitedHealthcare Employer & Individual offers a comprehensive array of consumer-oriented health benefit plans and services for large national employers, public sector employers, mid-sized employers, small businesses, and individuals. 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. 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. These customers retain the risk of financing medical benefits for their employees and employees’ dependents, while UnitedHealthcare Employer & Individual provides services such as coordination and facilitation of medical and related services to customers, consumers and health care professionals, administration of transaction processing and access to a contracted network of physicians, hospitals and other health care professionals, including dental and vision professionals. UnitedHealthcare Employer & Individual is focused on providing informed benefit solutions that create customized plan designs and clinical programs for employers that contribute to well-being and reduce the total cost of care along with providing simpler consumer experiences in response to market dynamics. UnitedHealthcare Employer & Individual typically distributes its products through a variety of channels, dependent upon the specific product, including: through consultants or direct sales, in collaboration with brokers and agents, through wholesale agents or agencies who contract with health insurance carriers to distribute individual or group benefits, through professional employer organizations and associations and through both multi-carrier and its own proprietary private exchange marketplaces. 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. ### UnitedHealthcare Medicare & Retirement UnitedHealthcare Medicare & Retirement provides health and well-being services to seniors and other Medicare eligible consumers, addressing their unique needs. UnitedHealthcare Medicare & Retirement has distinct benefit designs, pricing, underwriting, clinical program management and marketing capabilities dedicated to health products and services in this market. UnitedHealthcare Medicare & Retirement offers a selection of products allowing people choice in obtaining the health coverage and services they need as their circumstances change. These offerings include care management and health system navigator services, clinical management programs, nurse health line services, 24-hour access to health care information, access to discounted health services from a network of care providers and administrative services. 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. 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). Under the Medicare Advantage program, UnitedHealthcare Medicare & Retirement provides health benefits coverage in exchange for a fixed monthly premium per member from CMS plus, in some cases, monthly consumer premiums. 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. 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. 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. The stand-alone Medicare Part D plans address a large spectrum of people’s needs and preferences for their prescription drug coverage, including low-cost prescription options. 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. 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. 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. ### 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. UnitedHealthcare Community & State’s primary customers oversee Medicaid plans, including Temporary Assistance to Needy Families; Children’s Health Insurance Programs (CHIP); Dual SNPs (DSNPs); Long-Term Services and Supports (LTSS); Aged, Blind and Disabled; and other federal, state and community health care programs. 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). States using managed care services for Medicaid beneficiaries select health plans by using a formal bid process or by awarding individual contracts. These health plans and care programs are designed to address the complex needs of the populations they serve, including the chronically ill, people with disabilities and people with a higher risk of medical, behavioral and social conditions. UnitedHealthcare Community & State administers benefits for the unique needs of children, pregnant women, adults, seniors and those who are institutionalized or are nursing home eligible. These individuals often live in medically underserved areas and are less likely to have a consistent relationship with the medical community or a care provider. They also often face significant social and economic challenges. ### GOVERNMENT REGULATION Our businesses are subject to comprehensive U.S. federal and state and international laws and regulations. We are regulated by agencies which generally have discretion to issue regulations and interpret and enforce laws and rules. U.S. federal and state and international governments continue to consider and enact various legislative and regulatory proposals which could materially impact certain aspects of the health care system. New laws, regulations and rules, or changes in the interpretation of existing laws, regulations and rules, including as a result of changes in the political environment, could adversely affect our businesses. See [Part I, Item 1A, “Risk Factors”](#i5df38065a2cf44208c456280ada6b201_22) for a discussion of the risks related to our compliance with U.S. federal and state and international laws and regulations. ### U.S. Federal Laws and Regulation When we contract with the federal government, we are subject to federal laws and regulations relating to the award, administration and performance of U.S. government contracts. CMS regulates our UnitedHealthcare businesses and certain aspects of our Optum businesses. Payments by CMS to our businesses are subject to regulations, including those governing fee-for-service and the submission of information relating to the health status of enrollees for purposes of determining the amounts of certain payments to us. CMS also has the right to audit our performance to determine our compliance with CMS contracts and regulations and the quality of care we provide to Medicare beneficiaries. Our commercial business is further subject to CMS audits related to medical loss ratios (MLRs) and risk adjustment data. UnitedHealthcare Community & State has Medicaid and CHIP contracts, which are subject to federal regulations regarding services to be provided to Medicaid enrollees, payment for those services and other aspects of these programs. There are many regulations affecting Medicare and Medicaid compliance, and the regulatory environment with respect to these programs is complex. 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. Certain of our operations are subject to regulation under the administrative simplification provisions of the Health Insurance Portability and Accountability Act of 1996, as amended (HIPAA), which apply to both the group and individual health insurance markets, including self-funded employee benefit plans. Federal regulations related to HIPAA contain minimum standards for electronic transactions and code sets and for the privacy and security of protected health information. Our businesses must comply with the Health Information Technology for Economic and Clinical Health Act (HITECH), which regulates matters relating to privacy, security and data standards. 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. 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. These federal laws and state statutes generally require insurers to provide customers with notice regarding how their non-public personal health and financial information is used and the opportunity to “opt out” of certain disclosures before the insurer shares such information with a third party, and generally prescribe safeguards for the protection of personal information. Neither the GLBA nor HIPAA privacy regulations preempt more stringent state laws and regulations, which may apply to us, as discussed below. Federal consumer protection laws may also apply in some instances to privacy and security practices related to personally identifiable information. ERISA. The Employee Retirement Income Security Act of 1974, as amended (ERISA), regulates how our services are provided to or through certain types of employer-sponsored health benefit plans. ERISA is a set of laws and regulations subject to interpretation by the U.S. Department of Labor (DOL) as well as the federal courts. ERISA sets forth standards on how our business units may do business with employers who sponsor employee health benefit plans, particularly those who maintain self-funded plans. Regulations established by the DOL subject us to additional requirements for administration of benefits, claims payment and member appeals under health care plans governed by ERISA. ### State Laws and Regulation Health Care Regulation. Our insurance and HMO subsidiaries must be licensed by the jurisdictions in which they conduct business. All of the states in which our subsidiaries offer insurance and HMO products regulate those products and operations. The states require periodic financial reports and establish minimum capital or restricted cash reserve requirements. The National Association of Insurance Commissioners (NAIC) has adopted model regulations, which require expanded governance practices and risk and solvency assessment reporting. Most states have adopted these or similar measures to expand the scope of regulations relating to corporate governance and internal control activities of HMOs and insurance companies. We are required to maintain a risk management framework and file a confidential self-assessment report with state insurance regulators. We file reports annually with Connecticut, our lead regulator, and with New York, as required by the state’s regulation. Our health plans and insurance companies are regulated under state insurance holding company regulations. Such regulations generally require registration with applicable state departments of insurance and the filing of reports describing capital structure, ownership, financial condition, certain affiliated transactions and general business operations. Most state insurance holding company laws and regulations require prior regulatory approval of acquisitions and material affiliated transfers of assets, as well as transactions between the regulated companies and their parent holding companies or affiliates. These laws may restrict the ability of our regulated subsidiaries to pay dividends to our holding companies. Some of our business activity is subject to other health care-related regulations and requirements, including PPO, Managed Care Organization (MCO), utilization review (UR), TPA, pharmacy care services, durable medical equipment or care provider-related regulations and licensure requirements. These regulations differ from state to state and may contain network, contracting, product and rate, licensing and financial and reporting requirements. Health care-related laws and regulations set specific standards for delivery of services, appeals, grievances and payment of claims, adequacy of health care professional networks, fraud prevention, protection of consumer health information, pricing and underwriting practices and covered benefits and services. State health care anti-fraud and abuse prohibitions encompass a wide range of activities, including kickbacks for referral of members, billing for unnecessary medical services and improper marketing. Certain of our businesses are subject to state general agent, broker and sales distribution laws and regulations. UnitedHealthcare Community & State and certain of our Optum businesses are subject to regulation by state Medicaid agencies which oversee the provision of benefits to our Medicaid and CHIP beneficiaries and to our beneficiaries dually eligible for Medicare and Medicaid. We also contract with state governmental entities and are subject to state laws and regulations relating to the award, administration and performance of state government contracts. State Privacy and Security Regulations. A number of states have adopted laws and regulations which may affect our privacy and security practices, such as state laws governing the use, disclosure and protection of social security numbers and protected health information or which are designed to implement GLBA or protect credit card account data. State and local authorities increasingly focus on the importance of protecting individuals from identity theft, with a significant number of states enacting laws requiring businesses to meet minimum cyber-security standards and notify individuals of security breaches involving personal information. 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. See [Part I, Item 1A, “Risk Factors”](#i5df38065a2cf44208c456280ada6b201_22) 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. Some states have corporate practice of medicine laws prohibiting specific types of entities from practicing medicine or employing physicians to practice medicine. Moreover, some states prohibit certain entities from engaging in fee-splitting practices, which involve sharing in the fees or revenues of a professional practice. These prohibitions may be statutory or regulatory, or may be imposed through judicial or regulatory interpretation. The laws, regulations and interpretations in certain states have been subject to limited judicial and regulatory interpretation and are subject to change. ### Pharmacy and Pharmacy Benefits Management (PBM) Regulations Optum Rx’s businesses include home delivery, specialty and compounding pharmacies, as well as clinic-based pharmacies which must be licensed as pharmacies in the states in which they are located. Certain of our pharmacies must also register with the U.S. Drug Enforcement Administration (DEA) and individual state controlled substance authorities to dispense controlled substances. In addition to adhering to the laws and regulations in the states where our pharmacies are located, we also are required to comply with laws and regulations in some non-resident states where we deliver pharmaceuticals, including those requiring us to register with the board of pharmacy in the non-resident state. These non-resident states generally expect our pharmacies to follow the laws of the state in which the pharmacies are located, but some non-resident states also require us to comply with their laws where pharmaceuticals are delivered. Additionally, certain of our pharmacies which participate in programs for Medicare and state Medicaid providers are required to comply with applicable Medicare and Medicaid provider rules and regulations. Other laws and regulations affecting our pharmacies include federal and state statutes and regulations governing the labeling, packaging, advertising and adulteration of prescription drugs and dispensing of controlled substances. See [Part I, Item 1A, “Risk Factors”](#i5df38065a2cf44208c456280ada6b201_22) for a discussion of the risks related to our pharmacy care services businesses. Federal and state legislation regulating PBM activities affects both our ability to limit access to a pharmacy provider network or remove network providers. Additionally, many states limit our ability to manage and establish maximum allowable costs for generic prescription drugs. With respect to formulary services, a number of government entities, including CMS, HHS and state departments of insurance, regulate the administration of prescription drug benefits offered through federal or state exchanges. Many states also regulate the scope of prescription drug coverage, as well as the delivery channels to receive such prescriptions, for insurers, MCOs and Medicaid managed care plans. These regulations could limit or preclude (i) certain plan designs, (ii) limited networks, (iii) use of particular care providers or distribution channels, (iv) copayment differentials among providers and (v) formulary tiering practices. Legislation seeking to regulate PBM activities introduced or enacted at the federal or state level could impact our business practices with others in the pharmacy supply chain, including pharmaceutical manufacturers and network providers. In addition, organizations like the NAIC periodically issue model regulations while credentialing organizations, like the National Committee for Quality Assurance (NCQA) and the Utilization Review Accreditation Commission (URAC), may establish standards impacting PBM pharmacy activities. Although these model regulations and standards do not have the force of law, they may influence states to adopt their recommendations and impact the services we deliver to our clients. ### Consumer Protection Laws Certain of our businesses participate in direct-to-consumer activities and are subject to regulations applicable to online communications and other general consumer protection laws and regulations such as the Federal Tort Claims Act, the Federal Postal Service Act and the FTC’s Telemarketing Sales Rule. Most states also have similar consumer protection laws. Certain laws, such as the Telephone Consumer Protection Act, give the FTC, the Federal Communications Commission (FCC) and state attorneys general the ability to regulate, and bring enforcement actions relating to, telemarketing practices and certain automated outbound contacts such as phone calls, texts or emails. Under certain circumstances, these laws may provide consumers with a private right of action. Violations of these laws could result in substantial statutory penalties and other sanctions. ### Banking Regulation Optum Bank is subject to regulation by federal banking regulators, including the Federal Deposit Insurance Corporation (FDIC), which performs annual examinations to ensure the bank is operating in accordance with federal safety and soundness requirements, and the Consumer Financial Protection Bureau, which may perform periodic examinations to ensure the bank is in compliance with applicable consumer protection 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. 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. These regulatory regimes vary from jurisdiction to jurisdiction. In addition, our non-U.S. businesses and operations are subject to U.S. laws regulating the conduct and activities of U.S.-based businesses operating outside the United States, such as the Foreign Corrupt Practices Act (FCPA), which prohibits offering, promising, providing or authorizing others to give anything of value to a foreign government official to obtain or retain business or otherwise secure a business advantage. ### COMPETITION As a diversified health care company, we operate in highly competitive markets across the full expanse of health care benefits and services. Our competitors include organizations ranging from startups to highly sophisticated Fortune 50 global enterprises, for-profit and non-profit companies, and private and government-sponsored entities. New entrants to our markets and business combinations among our competitors and suppliers also contribute to a dynamic and competitive environment. We compete fundamentally on the quality and value we provide to those we serve which can include elements such as product and service innovation; use of technology; consumer and provider engagement and satisfaction; and sales, marketing and pricing. See [Part I, Item 1A, “Risk Factors”](#i5df38065a2cf44208c456280ada6b201_22) for additional discussion of our risks related to competition.   ### INTELLECTUAL PROPERTY RIGHTS We have obtained trademark registration for the UnitedHealth Group, Optum and UnitedHealthcare names and logos. We own registrations for certain of our other trademarks in the United States and abroad. We hold a portfolio of patents and have patent applications pending from time to time. We are not substantially dependent on any single patent or group of related patents. Unless otherwise noted, trademarks appearing in this report are trademarks owned by us. We disclaim any proprietary interest in the marks and names of others. ### 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. Our mission and cultural values of integrity, compassion, inclusion, relationships, innovation, performance and quality align with our long-term business strategy to increase access to care, make care more affordable, enhance the care experience, improve health outcomes and advance health equity. 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. Our approach is data-driven and leader-led and uses enterprise and business scorecards to ensure our leaders are accountable for a consistent focus on hiring, developing, advancing and retaining diverse talent. We have embedded inclusion and diversity throughout our culture, including in our talent acquisition and talent management practices; leadership development; careers; learning and skills; and systems and processes. 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. To foster an engaged workforce and an inclusive culture, we invest in a broad array of skills-based learning and culture development programs. 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 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. 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 Sustainability Report, which can be accessed on our website at www.unitedhealthgroup.com, provides further information about our people and culture. ### 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. Our executive officers serve until their successors are duly elected and qualified, or until their earlier death, resignation, removal or disqualification. Andrew Witty has served as Chief Executive Officer and a member of the Board of Directors of UnitedHealth Group since February 2021. Previously, Andrew served as Chief Executive Officer of Optum from July 2018 to April 2021, President of UnitedHealth Group from November 2019 to February 2021 and as a UnitedHealth Group director from August 2017 to March 2018. 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. 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. 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. 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. Prior 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. 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. 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. 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. ### 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. 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). 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. ## ITEM 1A. RISK FACTORS ### CAUTIONARY STATEMENTS The statements, estimates, projections or outlook contained in this Annual Report on Form 10-K include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA). When used in this Annual Report on Form 10-K and in future filings by us with the SEC, in our news releases, presentations to securities analysts or investors, and in oral statements made by or with the approval of one of our executive officers, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “forecast,” “outlook,” “plan,” “project,” “should” or similar words or phrases are intended to identify such forward-looking statements. These statements are intended to take advantage of the “safe harbor” provisions of the PSLRA. These forward-looking statements involve risks and uncertainties which may cause our actual results to differ materially from the expectations expressed or implied in the forward-looking statements. Any forward-looking statement in this report speaks only as of the date of this report and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances, including unanticipated events, after the date of this report. The following discussion contains cautionary statements regarding our business, which investors and others should consider. We do not undertake to address in future filings with the SEC or other communications regarding our business or results of operations how any of these factors may have caused our results to differ from discussions or information contained in our previous filings or communications. In addition, any of the matters discussed below may have affected past, as well as current, forward-looking statements about future results. Any or all forward-looking statements in this Annual Report on Form 10-K and in any other SEC filings or public statements we make may turn out to be wrong. Our forward-looking statements can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Many factors discussed below will be important in determining our future results. By their nature, forward-looking statements are not guarantees of future performance or results and are subject to risks, uncertainties and assumptions which are difficult to predict or quantify. ### Risks Related to Our Business and Our Industry If we fail to estimate, price for and manage our medical costs or design benefits in an effective manner, the profitability of our risk-based products and services could decline and could materially and adversely affect our results of operations, financial position and cash flows. 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. 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. If we fail to predict accurately, or effectively price for or manage, the costs of providing care under risk-based arrangements, our results of operations could be materially and adversely affected. We manage medical costs through underwriting criteria, product design, negotiation of competitive provider contracts and care management programs. Total medical costs are affected by the number of individual services rendered, the cost of each service and the type of service rendered. Although we base the premiums we charge on our estimates of future medical costs over the fixed contract period, many factors may cause, and have previously caused, actual costs to exceed those estimated and reflected in premiums or bids. These factors may include medical cost inflation, increased use of services, business mix, unexpected differences among new customer populations, increased cost of individual services, costs to deliver care, large-scale medical emergencies, the potential effects of climate change, pandemics, the introduction of new or costly drugs or increases in drug prices, treatments and technology, new treatment guidelines, newly mandated benefits or other regulatory changes and insured population characteristics. 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. 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. If these estimates prove inaccurate, our results of operations could be materially and adversely affected. 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. Our business depends on the integrity and timeliness of the data we use to serve our members, customers and health care professionals and to operate our business. If the data we rely upon to run our businesses is found to be inaccurate or unreliable or if we fail to effectively maintain or protect the integrity of our data and information systems, including systems powered by or incorporating artificial intelligence and machine learning (AI/ML), we could experience failures in our health, wellness and information technology products; lose existing customers; have difficulty attracting new customers; experience problems in determining medical cost estimates and establishing appropriate pricing; have difficulty preventing, detecting and controlling fraud; have disputes with customers, physicians and other health care professionals; become subject to regulatory sanctions, penalties, investigations or audits; incur increases in operating expenses; or suffer other adverse consequences. The volume of health care data generated, and the uses of data, including electronic health records, are rapidly expanding. We depend on the integrity of the data in our information systems to implement new and innovative services, automate and deploy new technologies to simplify administrative processes and clinical decision making, price our products and services adequately, provide effective service to our customers and consumers in an efficient and uninterrupted fashion, provide timely payments to care providers, and accurately report our results of operations. 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. We anticipate that fast-evolving AI/ML technologies, including generative AI, will play an increasingly important role in our information systems and customer-facing technology products. Our ability to protect and enhance existing systems and develop new systems to keep pace with changes in information processing technology (including AI/ML), regulatory standards and changing customer preferences will require an ongoing commitment of significant development and operational resources. 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. We may not successfully implement our initiatives to consolidate the number of systems we operate, upgrade and expand our information systems’ capabilities, integrate and enhance our systems and develop new systems to keep pace with recent regulations and changes in information processing technology. Failure to protect, consolidate and integrate our systems successfully could result in higher than expected costs. Some of our businesses sell and install software products which may contain unexpected design defects or may encounter unexpected complications during installation or when used with other technologies utilized by the customer. A failure of our technology products to operate as intended and in a seamless fashion with other products could materially and adversely affect our results of operations, financial position and cash flows. Uncertain and rapidly evolving U.S. federal and state, non-U.S. and international laws and regulations related to health data and health information technologies, including those powered by or incorporating AI/ML, may alter the competitive landscape or impose new compliance requirements and could materially and adversely affect the configuration of our information systems and platforms, and our ability to compete in our markets. 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. We routinely process, store and transmit large amounts of data in our operations, including protected personal information subject to privacy, security or data breach notification laws, as well as proprietary or confidential information relating to our business or third parties. Some of the data we process, store and transmit may be outside of the United States due to our information technology systems and international business operations. 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. 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. 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. 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 incidents or implement adequate preventive measures. Threat actors and hackers have previously been, and may in the future be, able to negatively affect our operations by penetrating our security controls and causing system and operational disruptions or shutdowns, accessing, misappropriating or otherwise compromising protected personal information or proprietary or confidential information or that of third parties, and developing and deploying viruses, ransomware and other malware that can attack our systems, exploit any security vulnerabilities, and disrupt or shutdown our systems and operations. In addition, hardware, software, or applications we develop or procure from third parties may contain defects or other problems which could unexpectedly compromise our information security controls. 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. 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. 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. If our remediation efforts are not successful, we may experience operational interruptions, delays, or cessation of service and loss of existing or potential customers. 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. ### 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. We depend substantially on our continued ability to contract with health care payers (as a service provider to those payers), as well as physicians, hospitals, pharmaceutical benefit service providers, pharmaceutical manufacturers and other care and service providers at competitive prices. 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. In addition, some of our activities related to network design, provider participation in networks and provider payments could result in disputes, which may be costly and attract negative publicity. In any particular market, physicians and health care providers could refuse to contract with us, demand higher payments, or take other actions which could result in higher medical costs, less desirable products for customers or difficulty meeting regulatory or accreditation requirements. In some markets, certain health care providers, particularly hospitals, physician and hospital organizations or multi-specialty physician groups, may have significant market positions which could diminish our bargaining power. In addition, Accountable Care Organizations (ACOs); physician group management services organizations (which aggregate physician practices for administrative efficiency); and other organizational structures adopted by physicians, hospitals and other care providers may change the way in which these providers do business with us and may change the competitive landscape. Such organizations or groups of physicians may compete directly with us, which could adversely affect our business, and our results of operations, financial position and cash flows by impacting our relationships with these providers or affecting the way we price our products and estimate our costs, which might require us to incur costs to change our operations in an effort to mitigate these impacts. In addition, if these providers refuse to contract with us, use their market position to negotiate favorable contracts or place us at a competitive disadvantage, our ability to market products or to be profitable in those areas could be materially and adversely affected. Our health care benefits businesses have risk-based arrangements with some physicians, hospitals and other health care providers. These arrangements limit our exposure to the risk of increasing medical costs, but expose us to risk related to the adequacy of the financial and medical care resources of the health care providers. To the extent a risk-based health care provider organization faces financial difficulties or otherwise is unable to perform its obligations under the arrangement, we may be held responsible for unpaid health care claims which should have been the responsibility of the health care provider and for which we have already paid the provider. Further, payment or other disputes between a primary care provider and specialists with whom the primary care provider contracts could result in a disruption in the provision of services to our members or a reduction in the services available to our members. Health care providers with which we contract may not properly manage the costs of services, maintain financial solvency or avoid disputes with other providers. They may also fail to provide us with the information we need to effectively conduct our businesses, such as information enabling us to estimate costs of care. Any of these events could have a material adverse effect on the provision of services to our members and our operations. Some providers that render services to our members do not have contracts with us. 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. The success of some of our businesses depends on maintaining satisfactory relationships with employed, affiliated, and independently contracted physicians and 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. 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. 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. 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. 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. 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. 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. In addition, our success in the health care marketplace and future growth depends on our ability to develop and deliver innovative and potentially disruptive products and services to satisfy evolving market demands. If we do not continue to innovate and provide products and services which are useful and relevant to health care payers, consumers and our customers, we may not remain competitive and risk losing market share to existing competitors and disruptive new market entrants. 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 could sustain competitive disadvantages and loss of market share if we fail to continue developing innovative care models, including by accelerating the transition of care to value-based models that achieve higher quality outcomes and better experiences at lower costs and expand access to virtual and in-home care. 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. Additionally, our competitive position could be adversely affected by any failure to develop and apply innovative technologies and other effective data and analytics capabilities or to provide services to our clients focused on these technologies and capabilities. 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. We are routinely subject to various private party and governmental legal actions and investigations, which could damage our reputation and, if resolved unfavorably, could result in substantial penalties or monetary damages and materially and adversely affect our results of operations, financial position and cash flows. We are routinely made party to a variety of private party and governmental legal actions and investigations related to, among other matters, the design, management and delivery of our product and service offerings. Any failure by us to adhere to the laws and regulations applicable to our businesses could subject us to civil and criminal penalties. 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 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. In addition, some of our pharmacy services operations are subject to clinical quality, patient safety and other risks inherent in the dispensing, packaging and distribution of drugs, including claims related to purported dispensing and other operational errors. We may also be party to certain class action lawsuits brought by health care professional groups and consumers. We operate in jurisdictions outside of the United States where contractual rights, tax positions and applicable regulations may be subject to interpretation or uncertainty to a greater degree than in the United States, and therefore subject to dispute by customers, government authorities or others. We are largely self-insured with regard to litigation risks, including claims of medical malpractice against our affiliated physicians and us. Although we record liabilities for our estimates of the probable costs resulting from self-insured matters, it is possible the level of actual losses will significantly exceed the liabilities recorded. 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 be disputed or may not be sufficient to cover the entirety of certain claims. We incur expenses to resolve these matters and current and future legal actions could further increase our cost of doing 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. Moreover, certain legal actions could result in adverse publicity which could damage our reputation and materially and adversely affect our ability to retain our current business or grow our market share in some markets and businesses. 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. As part of our business strategy, we frequently engage in discussions with third parties regarding possible investments, acquisitions, divestitures, strategic alliances, joint ventures and outsourcing transactions and often enter into agreements relating to such transactions. If we fail to meet the needs of our alliance or joint venture partners, including by developing additional products and services, providing high levels of service, pricing our products and services competitively or responding effectively to applicable federal and state regulatory changes, our alliances and joint ventures could be damaged or terminated, which in turn could adversely impact our reputation, business and results of operations. Further, governmental actions, such as actions by the FTC or DOJ, may affect our ability to complete strategic transactions, which could adversely affect our future growth. If we fail to identify and successfully complete transactions to meet our strategic objectives, including as a result of antitrust regulatory enforcement actions, such as those that have been brought against us in the past, we may be required to expend resources to develop products and technology internally, be placed at a competitive disadvantage or be adversely affected by negative market perceptions, any of which may have a material adverse effect on our results of operations, financial position or cash flows. Successful acquisitions also require us to effectively integrate the acquired business into our existing operations, including our internal control environment and culture, or otherwise leveraging its operations which may present risks different from those presented by organic growth and may be difficult for us to manage. For example, we have experienced and in the future may encounter more acute information technology system vulnerabilities or different litigation risk profiles in recently acquired business than we have historically managed. We may be unable to address such vulnerabilities, inadequacies, differences, or failures soon after acquiring a business, which could undermine integration activities, delay launch of acquired products, and increase infrastructure risk. 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. Even if we are ultimately successful in resolving these matters, defending such claims may be costly and result in negative publicity. 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. 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. Large-scale medical emergencies, pandemics, natural disasters, public health crises and other extreme events could have a material adverse effect on our business operations, cash flows, financial conditions and results of operations. For example, disruptions in public and private infrastructure resulting from such events could increase our operating costs and impair our ability to provide services to our clients and customers. In addition, as a result of these events, the premiums and fees we charge may not be sufficient to cover our medical and administrative costs, deferred medical care could be sought in future periods at potentially higher acuity levels, we could experience reduced demand for our services, and our clinical and non-clinical workforce could be affected and sustain a reduced capacity to handle demand for care. Public health crises arising from natural disasters, such as wildfires, hurricanes, and snowstorms, or effects of climate change could impact our business operations and result in increased medical care costs. Government enactment of emergency powers in response to public health crises could disrupt our business operations, including by restricting availability of, or our ability to deliver, pharmaceuticals or other supplies, and could increase the risk of shortages of necessary items. ### Our sales performance will suffer if we do not adequately attract, retain and provide support to a network of independent producers and consultants. Our products and services are sold in part through nonexclusive producers and consultants for whose services and allegiance we must compete. Our sales could be materially and adversely affected if we are unable to attract, retain and support independent producers and consultants or if our sales strategy is not appropriately aligned across distribution channels. Our relationships with producers could be impaired by changes in our business practices and the terms of our relationships, including commission levels. ### Our businesses are subject to risks associated with unfavorable economic conditions. Unfavorable economic conditions may have a range of impacts on the demand for our products and services. Such conditions also have caused and in future periods could continue to cause employers to stop offering certain health care coverage as an employee benefit or elect to offer particular coverage on a voluntary, employee-funded basis to reduce their operating costs. In addition, unfavorable economic conditions could adversely impact our ability to increase premiums or result in the cancellation by certain customers of our products and services. These conditions could lead to a decrease in people served and in the premium and fee revenues we generate. A prolonged unfavorable economic environment could constrain state and federal budgets and result in reduced reimbursements or payments in our federal and state government health care coverage programs, including Medicare, Medicaid and CHIP. A reduction in state Medicaid reimbursement rates could be implemented retroactively to apply to payments already negotiated or received from the government. In addition, state and federal budgetary pressures could cause the affected governments to impose new or a higher level of taxes or assessments for our commercial programs, such as premium taxes on health insurance and surcharges or fees on select fee-for-service and capitated medical claims. Any of these developments or actions could materially and adversely affect our results of operations, financial position and cash flows. A prolonged unfavorable economic environment could also adversely impact the financial position of hospitals and other care providers which could negatively affect our contracted rates with these parties and increase our medical costs or materially and adversely affect their ability to purchase our service offerings. Further, unfavorable economic conditions could have a material adverse effect on our financial results by impacting the customers of our Optum businesses, including health plans, hospitals, care providers, employers and others. ### Our failure to attract, develop, retain, and manage the succession of key employees and executives could adversely affect our business, results of operations and future performance. 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. While we have development and succession plans in place for our key employees and executives, these plans do not guarantee that the services of our key employees and executives will continue to be available to us. If we are unable to attract, develop, retain and effectively manage the development and succession plans for key employees and executives, our business, results of operations and future performance could be adversely affected. Experienced and highly skilled employees and executives in the health care and technology industries are in high demand and the market for their services is competitive. 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. Adverse changes to our corporate culture could harm our business operations and our ability to retain key employees and executives. ### 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. 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. In addition, a delay in payment of principal or interest by issuers, or defaults by issuers (primarily issuers of our investments in corporate and municipal bonds), could reduce our investment income and require us to write down the value of our investments which could adversely affect our profitability and equity. Our investments may not produce total positive returns and we may sell investments at prices which are less than their carrying values. Changes in the value of our investment assets, as a result of interest rate fluctuations, changes in issuer financial or market conditions, illiquidity or otherwise, could have an adverse effect on our equity. In addition, if it should become necessary for us to liquidate a material portion of our investment portfolio on an accelerated basis, such an action could have an adverse effect on our results of operations and the capital position of our regulated subsidiaries. ### 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 periodically evaluate our goodwill and other intangible assets to determine whether all or a portion of their carrying values may be impaired, in which case a charge to earnings may be necessary. The value of our goodwill may be materially and adversely impacted if businesses we acquire perform in a manner inconsistent with our assumptions. In addition, from time to time we divest businesses, and any such divestiture could result in significant asset impairment and disposition charges, including those related to goodwill and other intangible assets. Any future evaluations requiring an impairment of our goodwill and other intangible assets could materially and adversely affect our results of operations and equity in the period in which the impairment occurs. A material decrease in equity could, in turn, adversely affect our credit ratings. If we are not able to protect our proprietary rights to our databases, software and related products, or other intellectual property, our ability to market our knowledge and information-related businesses could suffer. We rely on our agreements with customers, confidentiality agreements with employees and third parties, and our trademarks, trade secrets, copyrights and patents to protect our proprietary rights. These legal protections and precautions may not prevent misappropriation of our proprietary information. In addition, intellectual property rights inherent in software are the subject of substantial litigation, and we expect our software products to be increasingly subject to third-party infringement claims as the number of products and competitors in the health care-focused software industry segment grows. Such litigation and misappropriation of our proprietary information could hinder our ability to market and sell products and services which could materially and adversely affect our results of operations, financial position and cash flows. ### Any downgrades in our credit ratings could increase our borrowing and operating costs. Claims paying ability, financial strength and debt ratings by nationally recognized statistical rating organizations are important factors in establishing the competitive position of insurance companies. Ratings information is broadly disseminated and generally used by customers and creditors. We believe our claims paying ability and financial strength ratings are important factors in marketing our products to certain of our customers. Our credit ratings impact both the cost and availability of future borrowings. Each of the credit rating agencies reviews its ratings periodically. Our ratings reflect each credit rating agency’s opinion of our financial strength, operating performance and ability to meet our debt obligations or obligations to policyholders. 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. ### 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. We are regulated by federal, state and local governments in the United States and other countries where we do business. Our insurance and HMO subsidiaries must be licensed by and are subject to regulation in the jurisdictions in which they conduct business. For example, states require periodic financial reports and enforce minimum capital or restricted cash reserve requirements. Health plans and insurance companies are also regulated under state insurance holding company regulations and some of our activities may be subject to other health care-related regulations and requirements, including regulations and licensure requirements related to PPOs, MCOs, UR and TPAs. Under state guaranty association laws, certain insurance companies can be assessed (up to prescribed limits) for certain obligations to the policyholders and claimants of impaired or insolvent insurance companies which write the same line or similar lines of business. 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. For example, some of our Optum and UnitedHealthcare businesses hold government contracts or provide services related to government contracts and are subject to U.S. federal and state and non-U.S. self-referral, anti-kickback, medical necessity, risk adjustment, false claims and other laws and regulations governing government contractors and the use of government funds. Our relationships with these government agencies are subject to the terms of our contracts with the agencies and to laws and regulations regarding government contracts. Among others, certain laws and regulations restrict or prohibit companies from performing work for government agencies which might be viewed to involve an actual or potential conflict of interest. These laws and regulations may limit our ability to pursue and perform certain types of engagements, thereby materially and adversely affecting our results of operations, financial position and cash flows. Some of our Optum businesses are also subject to regulations distinct from those faced by our insurance and HMO subsidiaries, some of which could impact our relationships with physicians, hospitals and customers. These regulations include state telemedicine regulations; debt collection laws; banking regulations; distributor and producer licensing requirements; state corporate practice of medicine restrictions; fee-splitting rules; and health care facility licensure and certificate of need requirements. These risks and uncertainties may materially and adversely affect our ability to market or provide our products and services, or to achieve targeted operating margins, or may increase the regulatory burdens under which we operate. The laws and rules governing our businesses and interpretations of those laws and rules are subject to frequent and often unpredictable change. For example, legislative, administrative and public policy changes to the ACA have been and likely will continue to be considered, and we cannot predict if the ACA will be further modified. Additionally, changes in tax laws or unfavorable resolutions of exams could create additional tax liabilities. The integration of entities we acquire into our businesses may affect the way in which existing laws and rules apply to us, including by subjecting us to laws and rules which did not previously apply to us. The broad latitude given to the agencies administering, interpreting and enforcing current and future regulations governing our businesses could compel us to change how we do business, renegotiate existing contracts and other arrangements, restrict revenue and enrollment growth, increase our health care and administrative costs and capital requirements, or expose us to increased liability in courts for coverage determinations, resolution of commercial disputes and other actions. We also must obtain and maintain regulatory approvals to market many of our products and services, increase prices for some regulated products and services and complete or integrate strategic transactions. For example, premium rates for our health insurance and managed care products are subject to regulatory review or approval in many states and by the federal government. Additionally, we must submit data on proposed rate increases to HHS on many of our products for monitoring purposes. Geographic and product expansions of our businesses may be subject to state and federal regulatory approvals. Delays in obtaining necessary approvals or our failure to obtain or maintain adequate approvals could materially and adversely affect our results of operations, financial position and cash flows. We also currently operate outside of the United States and in the future may acquire or commence additional businesses based outside of the United States, increasing our exposure to non-U.S. regulatory regimes. Our failure to comply with U.S. or non-U.S. laws and regulations governing our conduct outside the United States or to establish constructive relationships with non-U.S. regulators could adversely affect our ability to market our products and services or to do so at targeted operating margins, which may have a material adverse effect on our business, financial condition and results of operations. Non-U.S. regulatory regimes, which vary by jurisdiction, encompass, among other matters, local and cross-border taxation, licensing, tariffs, intellectual property, investment, capital (including minimum solvency margin and reserve requirements), management control, labor, anti-fraud, anti-corruption and privacy and data protection regulations (including requirements for cross-border data transfers). 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. In addition, our non-U.S. businesses and operations are subject to U.S. laws regulating the conduct and activities of U.S.-based businesses operating outside the United States, such as the FCPA, which prohibits offering, promising, providing or authorizing others to give anything of value to a foreign government official to obtain or retain business or otherwise secure a business advantage. 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, damage our reputation, and expose us to unexpected or unwarranted regulatory scrutiny. 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. We participate in various federal, state and local government health care benefit programs, including as a payer in Medicare Advantage, Medicare Part D, various Medicaid programs and CHIP, and receive substantial revenues from these programs. Some of our Optum businesses also provide services to payers participating in government health care programs. A reduction or less than expected increase, or a protracted delay, in government funding for these programs or change in allocation methodologies, or termination of the contract at the option of the government, has affected and in future periods may materially and adversely affect our results of operations, financial position and cash flows. The government health care programs in which we participate are generally subject to frequent changes, including changes which may reduce the number of persons enrolled or eligible for coverage (such as Medicaid eligibility redeterminations in certain states), reduce the amount of reimbursement or payment levels, reduce our participation in, or prevent our expansion into, certain service areas or markets, or increase our administrative or medical costs under such programs. Revenues for these programs depend on periodic funding from the federal government or applicable state governments and allocation of the funding through various payment mechanisms. Funding for these government programs depends on many factors outside of our control, including general economic conditions and budgetary constraints at the federal or applicable state level. For example, CMS in the past has reduced or frozen Medicare Advantage benchmarks and additional cuts to Medicare Advantage benchmarks are possible. In addition, from time to time, CMS makes changes to the way it calculates Medicare Advantage risk adjustment payments. Although we have adjusted members’ benefits and premiums on a selective basis, ceased to offer benefit plans in certain counties, and intensified both our medical and operating cost management in response to the benchmark reductions and other funding pressures, these or other strategies may not fully address the funding pressures in the Medicare Advantage program. In addition, payers in the Medicare Advantage program may be subject to reductions in payments from CMS as a result of decreased funding or recoupment pursuant to government audit. States have also made changes in rates and reimbursements for Medicaid members and audits can result in unexpected recoupments. Under the Medicaid managed care program, state Medicaid agencies solicit bids from eligible health plans to continue their participation in the acute care Medicaid health programs. If we are not successful in obtaining renewals of state Medicaid managed care contracts, we risk losing the members who were enrolled in those Medicaid programs. Under the Medicare Part D program, to qualify for automatic enrollment of low income members, our bids must result in an enrollee premium below a regional benchmark, which is calculated by the government after all regional bids are submitted. If the enrollee premium is not below the government benchmark, we risk losing the members who were auto-assigned to us and will not have additional members auto-assigned to us. Chronic failure to meet the benchmarks could result in termination of these government contracts. In general, our bids are based upon certain assumptions regarding enrollment, utilization, medical costs and other factors. 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. Many of the government health care coverage programs we participate in are subject to the prior satisfaction of certain conditions or performance standards or benchmarks. For example, as part of the ACA, CMS has a system providing various quality bonus payments to Medicare Advantage plans meeting specified quality star ratings at the individual plan or local contract level. 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, 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. If we do not maintain or continue to improve our star ratings, our plans may not be eligible for quality bonuses and we may experience a negative impact on our revenues and the benefits our plans can offer, which could materially and adversely affect the marketability of our plans and the number of people we serve. 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. 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. 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. 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. CMS and the Office of Inspector General for HHS periodically perform risk adjustment data validation (RADV) audits of selected Medicare health plans to validate the coding practices of and supporting documentation maintained by health care providers. Some of our local plans have been selected for such audits, which in the past have resulted and in future periods could result in retrospective adjustments to payments made to our health plans, fines, corrective action plans or other adverse action by CMS. We have been and in the future may become involved in routine, regular and special governmental investigations, audits, reviews and assessments. Such investigations, audits, reviews or assessments sometimes arise out of, or prompt claims by private litigants or whistleblowers regarding, among other allegations, claims that we failed to disclose certain business practices or, as a government contractor, submitted false or erroneous claims to the government. Government investigations, audits, reviews and assessments could lead to government actions, which have resulted and in future periods could result in adverse publicity, the assessment of damages, civil or criminal fines or penalties, or other sanctions, including restrictions or changes in the way we conduct business, loss of licensure or exclusion from participation in government programs, any of which could have a material adverse effect on our business, results of operations, financial position and cash flows. ### Our pharmacy care services businesses face regulatory and operational risks and uncertainties which may differ from the risks of our other businesses. We provide pharmacy care services through our Optum Rx and UnitedHealthcare businesses. Each business is subject to federal and state anti-kickback, beneficiary inducement and other laws governing the relationships of the business with pharmaceutical manufacturers, physicians, pharmacies, customers and consumers. In addition, federal and state legislatures regularly consider new regulations for the industry which could materially affect current industry practices, including potential new legislation and regulations regarding the receipt or disclosure of rebates and other fees from pharmaceutical companies, the development and use of formularies and other utilization management tools, the use of average wholesale prices or other pricing benchmarks, pricing for specialty pharmaceuticals, limited access to networks and pharmacy network reimbursement methodologies. Further, various governmental agencies have conducted and continue to conduct investigations and studies into certain PBM practices, which have resulted and in future periods may result in PBMs agreeing to civil penalties, including the payment of money and entry into corporate integrity agreements, or could materially and adversely impact the PBM business model. As a provider of pharmacy benefit management services, Optum Rx is also subject to an increasing number of licensure, registration and other laws and accreditation standards. 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. We could face potential claims in connection with purported errors by our home delivery, specialty or compounding or clinic-based pharmacies or the provision of home infusion services, as well as claims related to the inherent risks in the packaging and distribution of pharmaceuticals and other health care products. Disruptions from any of our home delivery, specialty pharmacy or home infusion services could materially and adversely affect our results of operations, financial position and cash flows. In addition, our pharmacy care services businesses provide services to sponsors of health benefit plans subject to ERISA. A private party or the DOL, which is the agency that enforces ERISA, could assert that fiduciary obligations imposed by the statute apply to some or all of the services provided by our pharmacy care services businesses even where those businesses are not contractually obligated to assume fiduciary obligations. If a court were to determine such fiduciary obligations apply, we could be subject to claims for breaches of fiduciary obligations or claims we entered into prohibited transactions. If we fail to comply with applicable privacy, security, technology and data laws, regulations and standards, including with respect to third-party service providers utilizing protected personal information on our behalf, our business, reputation, results of operations, financial position and cash flows could be materially and adversely affected. 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. 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. 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. 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. 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. HIPAA requires business associates as well as covered entities to comply with specified privacy and security requirements. While we provide for appropriate protections through our contracts with our third-party service providers and in certain cases assess their security controls, we have limited oversight or control over their actions and practices. 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. 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. 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 of these consequences could have a material and adverse effect on our results of operations, financial position and cash flows. As an enterprise, we increasingly rely on new and evolving technologies, including those powered by or incorporating AI/ML, as part of our internal operations and in the delivery of our products and services. New technologies have potential and power to improve and optimize operational processes and clinical outcomes across the healthcare system, but also present ethical, technological, legal, regulatory and other risks. With respect to AI/ML, we have developed and implemented policies and procedures intended to promote and sustain responsible design, development, and use of AI/ML, consistent with industry best practices. 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. Restrictions on our ability to obtain funds from our regulated subsidiaries could materially and adversely affect our ability to reinvest in our business, service our debt and return capital to our shareholders. Because we operate as a holding company, we are dependent on dividends and administrative expense reimbursements from our subsidiaries to fund our obligations. Many of these subsidiaries are regulated by state departments of insurance or similar regulatory authorities. We are also required by law or regulation to maintain specific prescribed minimum amounts of capital in these subsidiaries. The levels of capitalization required depend primarily on the volume of premium revenues generated by the applicable subsidiary. In most states, we are required to seek approval by state regulatory authorities before we transfer money or pay dividends from our regulated subsidiaries exceeding specified amounts. An inability of our regulated subsidiaries to pay dividends to their parent companies in the desired amounts or at the time of our choosing could adversely affect our ability to reinvest in our business through capital expenditures or business acquisitions, as well as our ability to maintain our corporate quarterly dividend payment, repurchase shares of our common stock and repay our debt. If we are unable to obtain sufficient funds from our subsidiaries to fund our obligations, our results of operations, financial position and cash flows could be materially and adversely affected. ## ITEM 1B. UNRESOLVED STAFF COMMENTS None. ## ITEM 1C. CYBERSECURITY UnitedHealth Group manages cybersecurity and data protection through a continuously evolving framework. The framework allows us to identify, assess and mitigate the risks we face, and assists us in establishing policies and safeguards to protect our systems and the information of those we serve. Our cybersecurity program is managed by our Chief Digital and Technology Officer and our Chief 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 effectiveness of the Company’s cybersecurity and data protection policies, procedures and resource commitment, including key risk areas and mitigation strategies. As part of this process, the Audit and Finance Committee receives regular updates from the Chief Digital and Technology Officer and the Chief Security Officer on critical issues related to our information security risks, cybersecurity strategy, supplier risk and business continuity capabilities. The Audit and Finance Committee has also added a leading cybersecurity incident and response firm to serve as its advisor on cybersecurity matters. 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. 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 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. To ensure that our program is designed and operating effectively, our infrastructure and information systems are audited periodically by internal and external auditors. We have obtained various certifications from industry-recognized certifying organizations as a result of certain external audits. We also perform regular vulnerability assessments and penetration tests to improve system security and address emerging security threats. Our internal audit team independently assesses security controls against our enterprise policies to evaluate compliance and leverages a combination of auditing and security frameworks to evaluate how leading practices are applied throughout our enterprise. Audit results and remediation progress are reported to and monitored by senior management and the Audit and Finance Committee. 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. This risk assessment is a review of internal and external threats that evaluates changes to the information risk landscape to inform the investments and program enhancements to be made in the future to rapidly respond and recover from potential attacks, including rebuild and recovery protocols for key systems. 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. The Chief Digital and Technology Officer has experience leading enterprise digital transformation efforts for a large multinational corporation and held several leadership and growth positions at a global technology consulting and services firm before joining UnitedHealth Group. 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. 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. For further information about the cybersecurity risks we face, and potential impacts, see [Part I, Item 1A, “Risk Factors.”](#i5df38065a2cf44208c456280ada6b201_22) ## ITEM 2. PROPERTIES We own and lease real properties to support our business operations in the United States and other countries. Our reportable segments use these facilities for their respective business purposes, and we believe the current facilities are suitable for their respective uses and are adequate for our anticipated future needs. ## ITEM 3. LEGAL PROCEEDINGS The information required by this Item 3 is incorporated herein by reference to the information set forth under the captions “Legal Matters” and “Government Investigations, Audits and Reviews” in [Note 12 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data”](#i5df38065a2cf44208c456280ada6b201_193) ## ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. ### PART II ## Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ### 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 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. Declaration and payment of future quarterly dividends is at the discretion of the Board and may be adjusted as business needs or market conditions change. ### ISSUER PURCHASES OF EQUITY SECURITIES ### Issuer Purchases of Equity Securities (a) Fourth Quarter 2024 _(in millions) - (in millions) - (in millions)_ | 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 | | --- | --- | --- | --- | --- | | 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. In 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. There is no established expiration date for 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. ### 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. 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. The preceding stock performance graph shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates such information by reference, and shall not otherwise be deemed filed under such Acts. ## ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read together with the accompanying [Consolidated Financial Statements and Notes to the Consolidated Financial Statements thereto included in Part II Item 8, “Financial Statements and Supplementary Data](#i5df38065a2cf44208c456280ada6b201_76).” Readers are cautioned the statements, estimates, projections or outlook contained in this report, including discussions regarding financial prospects, economic conditions, trends and uncertainties contained in this Item 7, may constitute forward-looking statements within the meaning of the PSLRA. These forward-looking statements involve risks and uncertainties which may cause our actual results to differ materially from the expectations expressed or implied in the forward-looking statements. 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.”](#i5df38065a2cf44208c456280ada6b201_22) 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. ### EXECUTIVE OVERVIEW ### General UnitedHealth Group is a health care and well-being company with a mission to help people live healthier lives and help make the health system work better for everyone. Our two distinct, yet complementary businesses — Optum and UnitedHealthcare — are working to help build a modern, high-performing health system through improved access, affordability, outcomes and experiences for the individuals and organizations we are privileged to serve. We have four reportable segments across our two businesses: - Optum Health; - Optum Insight; - Optum Rx; and - UnitedHealthcare, which includes UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement and UnitedHealthcare Community & State. Further information on our business and reportable segments is presented in [Part I, Item 1, “Business”](#i5df38065a2cf44208c456280ada6b201_13) and in[Note 14 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.”](#i5df38065a2cf44208c456280ada6b201_199) ### Change Healthcare Cyberattack As previously announced, on February 21, 2024, we identified that cybercrime threat actors had gained access to certain Change Healthcare information technology systems. Upon detection of this outside threat, we isolated the impacted systems to protect our partners and customers. We have substantially mitigated the impact to consumers and care providers of the unprecedented cyberattack on the U.S. health system and restored or replaced the majority of the affected Change Healthcare services. To support care providers we provided interest-free loans of more than $9 billion through December 31, 2024. For the year ended December 31, 2024, we incurred $2.2 billion of direct response costs, including costs associated with providing interest-free loans; increased medical care expenditures, as we suspended some care management activities to help care providers with their workflow processes; network restoration; and notifications of impacted persons. Optum Insight also experienced estimated business disruption impacts of $867 million for the year ended December 31, 2024, reflecting lost revenue while maintaining full readiness of the affected Change Healthcare services. We expect to continue to incur direct response costs and experience business disruption impacts at a lesser extent in 2025 as we work to bring transaction volumes back to pre-event levels and win new business. We have determined the estimated total number of individuals impacted by the Change Healthcare cyberattack is approximately 190 million. The vast majority of those people have already been provided individual or substitute notice. The final number will be confirmed and filed with the Office for Civil Rights. Change Healthcare is not aware of any misuse of individuals’ information as a result of this incident and has not seen electronic medical record databases appear in the data during the analysis. It is possible that future risks and uncertainties resulting from the Change Healthcare cyberattack, including risks related to impacted data, litigation, reputational harm, and regulatory actions could adversely affect our financial condition or results of operations. ### Business Trends Our businesses participate in the United States and certain other international health markets. In the United States, health care spending has grown consistently for many years and comprises 18% of gross domestic product (GDP). We expect overall spending on health care to continue to grow in the future, due to inflation, medical technology and pharmaceutical advancement, regulatory requirements, demographic trends in the population and national interest in health and well-being. 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 medical care patterns, inflation and labor market dynamics. We frequently evaluate and adjust our approach in each of the local markets we serve, considering relevant factors, such as product positioning, price competitiveness and environmental, competitive, legislative and regulatory considerations, including minimum medical loss ratio (MLR) thresholds and similar revenue adjustments. We will continue seeking to balance growth and profitability across all these dimensions. The commercial risk market remains highly competitive in the small group, large group and individual segments. We expect broad-based competition to continue as the industry adapts to individual and employer needs. Medicare Advantage funding continues to be pressured, as discussed below in [“Regulatory Trends and Uncertainties”](#i5df38065a2cf44208c456280ada6b201_61) 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. 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. 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. 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. 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. As a result of the Change Healthcare cyberattack, we incurred medical costs related to the impact of the temporary suspension of some care management activities, impacting our UnitedHealthcare and Optum Health businesses, to help care providers with their workflow processes. Early in the second quarter we resumed these activities. For the year ended December 31, 2024, medical costs related to the temporary suspension of some care management activities were approximately $640 million. Medicaid Redeterminations. 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. 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. The health care market continues to change based on demographic shifts, new regulations, political forces and both payer and patient expectations. Health plans and care providers are being called upon to work together to close gaps in care and improve overall care quality and patient experience, improve the health of populations and reduce costs. We are working to accelerate this vision through the innovation and integration of our care delivery models including in-clinic, in-home, behavioral and virtual care, and by using our data and analytics to provide clinicians with the necessary information in order to provide the best possible care in the most cost efficient setting. We continue to see a greater number of people enrolled in fully accountable value-based plans rewarding high-quality, affordable care and fostering collaboration. This trend is creating needs for health management services which can coordinate care around the primary care physician, including new primary care channels, and for investments in new clinical and administrative information and management systems, which we believe provide growth opportunities for our Optum business platform. A key focus of our future growth is to accelerate the transition from fee-for-service care delivery and payment models to fully accountable value-based care. This transition requires initial costs such as system enhancements, integrated care coordination technology, physician training and clinical engagement. 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. ### Regulatory Trends and Uncertainties Following is a summary of management’s view of the trends and uncertainties related to regulatory matters. For additional information regarding regulatory trends and uncertainties, see [Part I, Item 1 “Business - Government Regulation”](#i5df38065a2cf44208c456280ada6b201_19) and [Item 1A, “Risk Factors.”](#i5df38065a2cf44208c456280ada6b201_22) Medicare Advantage Rates. Medicare Advantage rate notices over the years have at times resulted in industry base rates well below industry forward medical trend. 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 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. 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. As a result of ongoing Medicare funding pressures, there are adjustments we can make to partially offset these rate pressures and reductions for a particular period. For example, we can seek to intensify our medical and operating cost management, make changes to the size and composition of our care provider networks, adjust member benefits and implement or increase the member premiums supplementing the monthly payments we receive from the government. Additionally, we decide annually on a county-by-county basis where we will offer Medicare Advantage plans. ### 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. ### 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 | | --- | --- | --- | | | 2022 | 2024 vs. 2023 | | Revenues: | | | | Premiums | $$$257,157 | $17,983% | | Products | 37,424 | 7,643 | | Services | 27,551 | 1,917 | | Investment and other income | 2,030 | 1,113 | | Total revenues | 324,162 | 28,656 | | Operating costs: | | | | Medical costs | 210,842 | 22,291 | | Operating costs | 47,782 | (1,615) | | Cost of products sold | 33,703 | 7,924 | | Depreciation and amortization | 3,400 | 127 | | Total operating costs | 295,727 | 28,727 | | Earnings from operations | 28,435 | (71) | | Interest expense | (2,092) | (660) | | Loss on sale of subsidiary and subsidiaries held for sale | — | (8,310) | | Earnings before income taxes | 26,343 | (9,041) | | Provision for income taxes | (5,704) | 1,139 | | Net earnings | 20,639 | (7,902) | | Earnings attributable to noncontrolling interests | (519) | (74) | | Net earnings attributable to UnitedHealth Group common shareholders | $$$20,120 | $(7,976)% | | Diluted earnings per share attributable to UnitedHealth Group common shareholders | $$$21.18 | $(8.35)% | | Medical care ratio (a) | 82.0%%% | 2.3% | | Operating cost ratio | 14.7 | (1.5) | | Operating margin | 8.8 | (0.6) | | Tax rate | 21.7 | 3.6 | | Net earnings margin (b) | 6.2 | (2.4) | | Return on equity (c) | 27.2%%% | (11.1)% | nm = not meaningful (a)Medical care ratio (MCR) is calculated as medical costs divided by premium revenue. (b)Net earnings margin attributable to UnitedHealth Group common shareholders. (c)Return on equity is calculated as net earnings attributable to UnitedHealth Group common shareholders divided by average shareholders’ equity. 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. ### Medical Costs and MCR Medical costs increased primarily due to growth in people served through Medicare Advantage and domestic commercial offerings and member mix. 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. ### 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. ### Loss on Sale of Subsidiary and Subsidiaries Held for Sale On February 6, 2024, the Company completed the sale of its Brazil operations. During the year ended December 31, 2024, we recorded a loss of $7.1 billion, of which $4.1 billion related to the impact of cumulative foreign currency translation losses previously included in accumulated other comprehensive loss. In the second quarter of 2024, the Company initiated a plan to sell its remaining South American operations, which were classified as held for sale as of December 31, 2024. During the year ended December 31, 2024, we recorded a loss of $1.2 billion, of which $855 million related to the impact of cumulative foreign currency translation losses. ### Reportable Segments See [Note 14 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data”](#i5df38065a2cf44208c456280ada6b201_199) for more information on our segments. We utilize various metrics to evaluate and manage our reportable segments, including individuals served by UnitedHealthcare by major market segment and funding arrangement, people served by Optum Health and adjusted scripts for Optum Rx. These metrics are the main drivers of revenue, earnings and cash flows at each business. The metrics also allow management and investors to evaluate and understand business mix, including the level and scope of services provided to people and pricing trends when comparing the metrics to revenue by segment. The following table presents a summary of the reportable segment financial information: | Line item | For the Years Ended December 31, | Change | | --- | --- | --- | | (in millions, except percentages) | 2022 | 2024 vs. 2023 | | Revenues | | | | UnitedHealthcare | $$$249,741 | $16,848% | | Optum Health | 71,174 | 10,039 | | Optum Insight | 14,581 | (175) | | Optum Rx | 99,773 | 17,144 | | Optum eliminations | (2,760) | (686) | | Optum | 182,768 | 26,322 | | Eliminations | (108,347) | (14,514) | | Consolidated revenues | $$$324,162 | $28,656% | | Earnings from operations | | | | UnitedHealthcare | $$$14,379 | $(831)% | | Optum Health | 6,032 | 1,210 | | Optum Insight | 3,588 | (1,171) | | Optum Rx | 4,436 | 721 | | Optum | 14,056 | 760 | | Consolidated earnings from operations | $$$28,435 | $(71)% | | Operating margin | | | | UnitedHealthcare | 5.8%%% | (0.6)% | | Optum Health | 8.5 | 0.5 | | Optum Insight | 24.6 | (6.0) | | Optum Rx | 4.4 | — | | Optum | 7.7 | (0.4) | | Consolidated operating margin | 8.8%%% | (0.6)% | ### UnitedHealthcare The following table summarizes UnitedHealthcare revenues by business: | Line item | For the Years Ended December 31, | Change | | --- | --- | --- | | (in millions, except percentages) | 2022 | 2024 vs. 2023 | | UnitedHealthcare Employer & Individual - Domestic | $$$63,599 | $11% | | UnitedHealthcare Employer & Individual - Global | 8,668 | (61) | | UnitedHealthcare Employer & Individual - Total | 72,267 | 2 | | UnitedHealthcare Medicare & Retirement | 113,671 | 7 | | UnitedHealthcare Community & State | 63,803 | 7 | | Total UnitedHealthcare revenues | $$$249,741 | $6% | The following table summarizes the number of individuals served by our UnitedHealthcare businesses, by major market segment and funding arrangement: | Line item | December 31, | Change | | --- | --- | --- | | (in thousands, except percentages) | 2022 | 2024 vs. 2023 | | Commercial - domestic: | | | | Risk-based | 8,045 | 9% | | Fee-based | 18,640 | 9 | | Total commercial - domestic | 26,685 | 9 | | Medicare Advantage | 7,105 | 2 | | Medicaid | 8,170 | (5) | | Medicare Supplement (Standardized) | 4,375 | — | | Total community and senior | 19,650 | (1) | | Total UnitedHealthcare - domestic medical | 46,335 | 5 | | Commercial - global | 5,360 | (76) | | Total UnitedHealthcare - medical | 51,695 | (4)% | | Supplemental Data: | | | | Medicare Part D stand-alone | 3,295 | (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. 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. ### 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. 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. 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 Health served approximately 100 million people as of December 31, 2024 compared to 103 million people as of December 31, 2023. ### Optum Insight Revenues at Optum Insight decreased primarily due the business disruption impacts from the Change Healthcare cyberattack, partially offset by growth in technology services. Earnings from operations decreased primarily due to direct response costs and business disruption impacts related to the Change Healthcare cyberattack, partially offset by gains related to business portfolio refinement, including strategic transactions. ### 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. ### 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. 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. 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”](#i5df38065a2cf44208c456280ada6b201_184) for further detail concerning our regulated subsidiary dividends. Our nonregulated businesses also generate significant cash flows from operations available for general corporate use. Cash flows generated by these entities, combined with dividends from our regulated entities and financing through the issuance of long-term debt as well as issuance of commercial paper or the ability to draw under our committed credit facilities, further strengthen our operating and financial flexibility. 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. Summary of our Major Sources and Uses of Cash and Cash Equivalents | Line item | For the Years Ended December 31, | Change | | --- | --- | --- | | (in millions) | 2022 | 2024 vs. 2023 | | Sources of cash: | | | | Cash provided by operating activities | $$$26,206 | $(4,864) | | Issuances of long-term debt and short-term borrowings, net of repayments | 12,536 | 10,380 | | Proceeds from common share issuances | 1,253 | 493 | | Customer funds administered | 5,548 | — | | Cash received for dispositions | 3,414 | 1,356 | | Sales and maturities of investments, net of purchases | — | 525 | | Total sources of cash | 48,957 | 7,890 | | Uses of cash: | | | | Cash paid for acquisitions and other transactions, net of cash assumed | (21,458) | (3,272) | | Common share repurchases | (7,000) | (1,000) | | Cash dividends paid | (5,991) | (772) | | Purchases of property, equipment and capitalized software | (2,802) | (113) | | Purchases of investments, net of sales and maturities | (6,837) | 1,777 | | Purchases of redeemable noncontrolling interests | (176) | 450 | | Loans to care providers - cyberattack, net of repayments | — | (4,519) | | Customer funds administered | — | (1,039) | | Other | (2,737) | (1,202) | | Total uses of cash | (47,001) | (9,690) | | Effect of exchange rate changes on cash and cash equivalents | 34 | (158) | | Net increase in cash and cash equivalents, including cash within businesses held for sale | $$$1,990 | $(1,958) | | Less: cash within businesses held for sale | — | (219) | | Net (decrease) increase in cash and cash equivalents | $$$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. 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. ### 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. Given the significant portion of our portfolio held in cash equivalents, we do not anticipate fluctuations in the aggregate fair value of our financial assets to have a material impact on our liquidity or capital position. Other sources of liquidity, primarily from operating cash flows and our commercial paper program, which is fully supported by our bank credit facilities, reduce the need to sell investments during adverse market conditions. See [Note 4 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data”](#i5df38065a2cf44208c456280ada6b201_163) 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. 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. The Company’s cash requirements within the next twelve months include medical costs payable, accounts payable and accrued liabilities, short-term borrowings and current maturities of long-term debt, other current liabilities, and purchase commitments and other obligations. We expect the cash required to meet these obligations to be primarily generated through cash flows from current operations; cash available for general corporate use; and the realization of current assets, such as accounts receivable. Our long-term cash requirements under our various contractual obligations and commitments include: - Debt obligations. See [Note 8 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements](#i5df38065a2cf44208c456280ada6b201_175)[and Supplementary Data](#i5df38065a2cf44208c456280ada6b201_175)[”](#i5df38065a2cf44208c456280ada6b201_175) for further detail of our long-term debt and the timing of expected future payments. Interest coupon payments are typically paid semi-annually. - Operating leases. See [Note 12 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements](#i5df38065a2cf44208c456280ada6b201_193)[and Supplementary Data](#i5df38065a2cf44208c456280ada6b201_193)[”](#i5df38065a2cf44208c456280ada6b201_193) for further detail of our obligations and the timing of expected future payments. - Purchase and other obligations. 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. 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. 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. See [Note 2 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements](#i5df38065a2cf44208c456280ada6b201_151)[and Supplementary Data](#i5df38065a2cf44208c456280ada6b201_151)[”](#i5df38065a2cf44208c456280ada6b201_151) for further detail. We do not have any material potential required redemptions in the next twelve months. We expect the cash required to meet our long-term obligations to be primarily generated through future cash flows from operations. However, we also have the ability to generate cash to satisfy both our current and long-term requirements through the issuance of commercial paper, issuance of long-term debt, or drawing under our committed credit facilities or the ability to sell investments. We believe our capital resources are sufficient to meet future, short-term and long-term, liquidity needs. Short-Term Borrowings. Our revolving bank credit facilities provide liquidity support for our commercial paper borrowing program, which facilitates the private placement of senior unsecured debt through independent broker-dealers, and are available for general corporate purposes. 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.”](#i5df38065a2cf44208c456280ada6b201_175) As of December 31, 2024, we were in compliance with the various covenants under our bank credit facilities. 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. 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.”](#i5df38065a2cf44208c456280ada6b201_175) Credit Ratings. Our credit ratings as of December 31, 2024 were as follows: Moody’s S&P Global Fitch A.M. Best Ratings Outlook Ratings Outlook Ratings Outlook Ratings Outlook Senior unsecured debt A2 Stable A+ Stable A Stable A Stable Commercial paper P-1 n/a A-1 n/a F1 n/a AMB-1+ n/a The availability of financing in the form of debt or equity is influenced by many factors, including our profitability, operating cash flows, debt levels, credit ratings, debt covenants and other contractual restrictions, regulatory requirements and economic and market conditions. 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. 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. 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. 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.”](#i5df38065a2cf44208c456280ada6b201_184) 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. 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.”](#i5df38065a2cf44208c456280ada6b201_184) 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 $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. ### CRITICAL ACCOUNTING ESTIMATES Critical accounting estimates are those estimates requiring management to make challenging, subjective or complex judgments, often because they must estimate the effects of matters inherently uncertain and may change in subsequent periods. Critical accounting estimates involve judgments and uncertainties which are sufficiently sensitive and may result in materially different results under different assumptions and conditions. ### Medical Costs Payable Medical costs and medical costs payable include estimates of our obligations for medical care services rendered on behalf of consumers, but for which claims have either not yet been received or processed. Depending on the health care professional and type of service, the typical billing lag for services can be up to 90 days from the date of service. Approximately 90% of claims related to medical care services are known and settled within 90 days from the date of service. In each reporting period, our operating results include the effects of more completely developed medical costs payable estimates associated with previously reported periods. If the revised estimate of prior period medical costs is less than the previous estimate, we will decrease reported medical costs in the current period (favorable development). 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. In developing our medical costs payable estimates, we apply different estimation methods depending on the month for which incurred claims are being estimated. 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. A completion factor is an actuarial estimate, based upon historical experience and analysis of current trends, of the percentage of incurred claims during a given period adjudicated by us at the date of estimation. Completion factors are the most significant factors we use in developing our medical costs payable estimates for periods prior to the most recent two months. Completion factors include judgments in relation to claim submissions such as the time from date of service to claim receipt, claim levels and processing cycles, as well as other factors. 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. 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: _(in millions)_ | Completion Factors(Decrease) Increase in Factors | Increase (Decrease)In Medical Costs Payable | | --- | --- | | (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. Medical cost PMPM trend factors are significant factors we use in developing our medical costs payable estimates for the most recent two months. Medical cost trend factors are developed through a comprehensive analysis of claims incurred in prior months, provider contracting and expected unit costs, benefit design and a review of a broad set of health care utilization indicators. These factors include but are not limited to pharmacy utilization trends, inpatient hospital authorization data and seasonal and other incidence data from the National Centers for Disease Control. We also consider macroeconomic variables such as GDP growth, employment and disposable income. A large number of factors can cause the medical cost trend to vary from our estimates, including: our ability and practices to manage medical and pharmaceutical costs, changes in level and mix of services utilized; mix of benefits offered, including the impact of co-pays and deductibles; changes in medical practices; and catastrophes, epidemics and pandemics. 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: _(in millions)_ | Medical Cost PMPM Quarterly Trend Increase (Decrease) in Factors | Increase (Decrease)In Medical Costs Payable | | --- | --- | | 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. 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. 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. 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.”](#i5df38065a2cf44208c456280ada6b201_115) ### 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. When testing goodwill for impairment, we may first assess qualitative factors to determine if it is more likely than not the carrying value of a reporting unit exceeds its estimated fair value. During a qualitative analysis, we consider the impact of changes, if any, to the following factors: macroeconomic, industry and market factors; cost factors; changes in overall financial performance; and any other relevant events and uncertainties impacting a reporting unit. If our qualitative assessment indicates a goodwill impairment is more likely than not, we perform additional quantitative analyses. We may also elect to skip the qualitative testing and proceed directly to the quantitative testing. For reporting units where a quantitative analysis is performed, we perform a test measuring the fair values of the reporting units and comparing them to their carrying values, including goodwill. 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. Significant assumptions used in the discounted cash flow method include financial projections of free cash flow, including revenue trends, medical costs trends, operating productivity, income taxes and capital levels; long-term growth rates for determining terminal value beyond the discretely forecasted periods; and discount rates. For each reporting unit, comparative market multiples are used to corroborate the results of our discounted cash flow test. Financial projections and long-term growth rates used for our reporting units are consistent with, and use inputs from, our internal long-term business plan and strategies. Discount rates are determined for each reporting unit and include consideration of the implied risk inherent in their forecasts. Our most significant estimate in the discount rate determinations involves our adjustments to the peer company weighted average costs of capital reflecting reporting unit-specific factors. We have not made any adjustments to decrease a discount rate below the calculated peer company weighted average cost of capital for any reporting unit. Company-specific adjustments to discount rates are subjective and thus are difficult to measure with certainty. The passage of time and the availability of additional information regarding areas of uncertainty with respect to the reporting units’ operations could cause these assumptions to change in the future. Additionally, as part of our quantitative impairment testing, we perform various sensitivity analyses on certain key assumptions, such as discount rates and cash flow projections to analyze the potential for a material impact. 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. ### LEGAL MATTERS A description of our legal proceedings is presented in [Note 12 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.”](#i5df38065a2cf44208c456280ada6b201_193) ### CONCENTRATIONS OF CREDIT RISK Investments in financial instruments such as marketable securities and accounts receivable may subject us to concentrations of credit risk. Our investments in marketable securities are managed under an investment policy authorized by our Board of Directors. This policy limits the amounts which may be invested in any one issuer and generally limits our investments to U.S. government and agency securities, state and municipal securities and corporate debt obligations of investment grade. 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. ## 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 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. 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, 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. 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. The following tables summarize the impact of hypothetical changes in market interest rates across the entire yield curve by 1% point or 2% points as of December 31, 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 | InvestmentIncome PerAnnum | InterestExpense PerAnnum | Fair Value ofFinancial Assets | Fair Value ofFinancial 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. 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. ## Item 8. Financial Statements and Supplementary Data ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | Line item | Page | | --- | --- | | Report of Independent Registered Public Accounting Firm (PCAOB ID No 34) | 38 | | Consolidated Balance Sheets | 40 | | Consolidated Statements of Operations | 41 | | Consolidated Statements of Comprehensive Income | 42 | | Consolidated Statements of Changes in Equity | 43 | | Consolidated Statements of Cash Flows | 44 | | Notes to the Consolidated Financial Statements | 45 | | 1. Description of Business | 45 | | 2. Basis of Presentation, Use of Estimates and Significant Accounting Policies | 45 | | 3. Investments | 50 | | 4. Fair Value | 51 | | 5. Property, Equipment and Capitalized Software | 54 | | 6. Goodwill and Other Intangible Assets | 54 | | 7. Medical Costs Payable | 55 | | 8. Short-Term Borrowings and Long-Term Debt | 57 | | 9. Income Taxes | 58 | | 10. Shareholders’ Equity | 60 | | 11. Share-Based Compensation | 61 | | 12. Commitments and Contingencies | 63 | | 13. Dispositions and Held for Sale | 64 | | 14. Segment Financial Information | 65 | ### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of UnitedHealth Group Incorporated and Subsidiaries: ### Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of UnitedHealth Group Incorporated and Subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2025 expressed an unqualified opinion on the Company’s internal control over financial reporting. ### Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. ### Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the Audit and Finance Committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. ### Medical Care Services Incurred but not Reported (IBNR) - Refer to Notes 2 and 7 to the financial statements. Critical Audit Matter Description Medical costs payable includes estimates of the Company’s obligations for medical care services rendered on behalf of insured consumers, for which claims have either not yet been received or processed. The Company develops estimates for medical care services incurred but not reported (IBNR) using an actuarial model that requires management to exercise certain judgments in developing its estimates. Judgments made by management include medical cost per member per month trend factors and completion factors, which include assumptions over the time from date of service to claim receipt, the impact of actual care activity, and processing cycles. We identified medical care services IBNR as a critical audit matter because it requires significant management assumptions in estimating the liability. This required complex auditor judgment, and an increased extent of effort, including the involvement of actuarial specialists in performing procedures to evaluate the reasonableness of management’s methods, assumptions, and judgments in developing estimates for medical care services IBNR. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to medical care services IBNR included the following, among others: - We tested the effectiveness of controls over management’s estimate of the IBNR for these services, including controls over the judgments in both the completion factors and the medical cost per member per month trend factors, as well as controls over the claims and membership data used in the estimation process. - We tested the underlying claims and membership data and other information that served as the basis for the actuarial analysis, to test that the inputs to the actuarial estimate were complete and accurate. - With the assistance of actuarial specialists, we evaluated the reasonableness of the actuarial methods and assumptions used by management to estimate IBNR for these services by: –Performing an overlay of the historical claims data used in management’s current year model to the data used in prior periods to validate that there were no material changes to the claims data tested in prior periods. –Developing an independent estimate of the IBNR for these services and comparing our estimate to management’s estimate. –Performing a retrospective review comparing management’s prior year estimate of IBNR to claims processed in 2024 with dates of service in 2023 or prior. /S/ DELOITTE & TOUCHE LLP Minneapolis, Minnesota February 27, 2025 We have served as the Company's auditor since 2002. UnitedHealth Group ### Consolidated Balance Sheets | (in millions, except per share data) | December 31,2024 | December 31,2023 | | --- | --- | --- | | Assets | | | | Current assets: | | | | Cash and cash equivalents | $25,312 | $25,427 | | Short-term investments | 3,801 | 4,201 | | Accounts receivable, net of allowances of $985 and $1,000 | 22,365 | 21,276 | | Other current receivables, net of allowances of $2,864 and $2,084 | 26,089 | 17,694 | | Assets under management | — | 3,755 | | Prepaid expenses and other current assets | 8,212 | 6,084 | | Total current assets | 85,779 | 78,437 | | Long-term investments | 52,354 | 47,609 | | Property, equipment and capitalized software, net of accumulated depreciation and amortization of $6,971 and $7,039 | 10,553 | 11,450 | | Goodwill | 106,734 | 103,732 | | Other intangible assets, net of accumulated amortization of $8,350 and $7,279 | 23,268 | 15,194 | | Other assets | 19,590 | 17,298 | | Total assets | $298,278 | $273,720 | | Liabilities, redeemable noncontrolling interests and equity | | | | Current liabilities: | | | | Medical costs payable | $34,224 | $32,395 | | Accounts payable and accrued liabilities | 34,337 | 31,958 | | Short-term borrowings and current maturities of long-term debt | 4,545 | 4,274 | | Unearned revenues | 3,317 | 3,355 | | Other current liabilities | 27,346 | 27,072 | | Total current liabilities | 103,769 | 99,054 | | Long-term debt, less current maturities | 72,359 | 58,263 | | Deferred income taxes | 3,620 | 3,021 | | Other liabilities | 15,939 | 14,463 | | Total liabilities | 195,687 | 174,801 | | Commitments and contingencies (Note 12) | | | | Redeemable noncontrolling interests | 4,323 | 4,498 | | Equity: | | | | Preferred stock, $0.001 par value - 10 shares authorized; no shares issued or outstanding | — | — | | Common stock, $0.01 par value - 3,000 shares authorized; 915 and 924 issued and outstanding | 9 | 9 | | Retained earnings | 96,036 | 95,774 | | Accumulated other comprehensive loss | (3,387) | (7,027) | | Nonredeemable noncontrolling interests | 5,610 | 5,665 | | Total equity | 98,268 | 94,421 | | Total liabilities, redeemable noncontrolling interests and equity | $298,278 | $273,720 | See[Notes to the Consolidated Financial Statements](#i5df38065a2cf44208c456280ada6b201_97) UnitedHealth Group ### Consolidated Statements of Operations | (in millions, except per share data) | For the Years Ended December 31, 2024 | For the Years Ended December 31, 2023 | For the Years Ended December 31, 2022 | | --- | --- | --- | --- | | Revenues: | | | | | Premiums | $308,810 | $290,827 | $257,157 | | Products | 50,226 | 42,583 | 37,424 | | Services | 36,040 | 34,123 | 27,551 | | Investment and other income | 5,202 | 4,089 | 2,030 | | Total revenues | 400,278 | 371,622 | 324,162 | | Operating costs: | | | | | Medical costs | 264,185 | 241,894 | 210,842 | | Operating costs | 53,013 | 54,628 | 47,782 | | Cost of products sold | 46,694 | 38,770 | 33,703 | | Depreciation and amortization | 4,099 | 3,972 | 3,400 | | Total operating costs | 367,991 | 339,264 | 295,727 | | Earnings from operations | 32,287 | 32,358 | 28,435 | | Interest expense | (3,906) | (3,246) | (2,092) | | Loss on sale of subsidiary and subsidiaries held for sale | (8,310) | — | — | | Earnings before income taxes | 20,071 | 29,112 | 26,343 | | Provision for income taxes | (4,829) | (5,968) | (5,704) | | Net earnings | 15,242 | 23,144 | 20,639 | | Earnings attributable to noncontrolling interests | (837) | (763) | (519) | | Net earnings attributable to UnitedHealth Group common shareholders | $14,405 | $22,381 | $20,120 | | Earnings per share attributable to UnitedHealth Group common shareholders: | | | | | Basic | $15.64 | $24.12 | $21.47 | | Diluted | $15.51 | $23.86 | $21.18 | | Basic weighted-average number of common shares outstanding | 921 | 928 | 937 | | Dilutive effect of common share equivalents | 8 | 10 | 13 | | Diluted weighted-average number of common shares outstanding | 929 | 938 | 950 | | Anti-dilutive shares excluded from the calculation of dilutive effect of common share equivalents | 6 | 6 | 3 | See [Notes to the Consolidated Financial Statements](#i5df38065a2cf44208c456280ada6b201_97) UnitedHealth Group ### Consolidated Statements of Comprehensive Income | (in millions) | For the Years Ended December 31, 2024 | For the Years Ended December 31, 2023 | For the Years Ended December 31, 2022 | | --- | --- | --- | --- | | Net earnings | $15,242 | $23,144 | $20,639 | | Other comprehensive income (loss): | | | | | Gross unrealized gains (losses) on investment securities during the period | 29 | 1,139 | (4,292) | | Income tax effect | (7) | (263) | 984 | | Total unrealized gains (losses), net of tax | 22 | 876 | (3,308) | | Gross reclassification adjustment for net realized (gains) losses included in net earnings | (369) | (90) | 139 | | Income tax effect | 92 | 21 | (32) | | Total reclassification adjustment, net of tax | (277) | (69) | 107 | | Foreign currency translation (losses) gains | (319) | 559 | 192 | | Reclassification adjustment for translation losses included in net earnings | 4,214 | — | — | | Total foreign currency translation gains | 3,895 | 559 | 192 | | Other comprehensive income (loss) | 3,640 | 1,366 | (3,009) | | Comprehensive income | 18,882 | 24,510 | 17,630 | | Comprehensive income attributable to noncontrolling interests | (837) | (763) | (519) | | Comprehensive income attributable to UnitedHealth Group common shareholders | $18,045 | $23,747 | $17,111 | See [Notes to the Consolidated Financial Statements](#i5df38065a2cf44208c456280ada6b201_97) UnitedHealth Group ### Consolidated Statements of Changes in Equity | (in millions, except per share data) | Common Stock / Shares | Common Stock / Amount | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) / Net Unrealized Gains (Losses) on Investments | Accumulated Other Comprehensive Income (Loss) / Foreign Currency Translation (Losses) Gains | Nonredeemable Noncontrolling Interests | Total Equity | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Balance at January 1, 2022 | 941 | $10 | — | $77,134 | $423 | $(5,807) | $3,285 | $75,045 | | Net earnings | | | | 20,120 | | | 406 | 20,526 | | Other comprehensive (loss) income | | | | | (3,201) | 192 | | (3,009) | | Issuances of common stock, and related tax effects | 7 | — | 903 | | | | | 903 | | Share-based compensation | | | 875 | | | | | 875 | | Common share repurchases | (14) | (1) | (1,892) | (5,107) | | | | (7,000) | | Cash dividends paid on common shares ($6.40 per share) | | | | (5,991) | | | | (5,991) | | Redeemable noncontrolling interests fair value and other adjustments | | | 114 | | | | | 114 | | Acquisition and other adjustments of nonredeemable noncontrolling interests | | | | | | | 374 | 374 | | Distributions to nonredeemable noncontrolling interests | | | | | | | (387) | (387) | | Balance at December 31, 2022 | 934 | 9 | — | 86,156 | (2,778) | (5,615) | 3,678 | 81,450 | | Net earnings | | | | 22,381 | | | 575 | 22,956 | | Other comprehensive income | | | | | 807 | 559 | | 1,366 | | Issuances of common stock, and related tax effects | 6 | — | 1,231 | | | | | 1,231 | | Share-based compensation | | | 1,027 | | | | | 1,027 | | Common share repurchases | (16) | — | (2,057) | (6,002) | | | | (8,059) | | Cash dividends paid on common shares ($7.29 per share) | | | | (6,761) | | | | (6,761) | | Redeemable noncontrolling interests fair value and other adjustments | | | (201) | | | | | (201) | | Acquisition and other adjustments of nonredeemable noncontrolling interests | | | | | | | 1,928 | 1,928 | | Distributions to nonredeemable noncontrolling interests | | | | | | | (516) | (516) | | Balance at December 31, 2023 | 924 | 9 | — | 95,774 | (1,971) | (5,056) | 5,665 | 94,421 | | Net earnings | | | | 14,405 | | | 663 | 15,068 | | Other comprehensive (loss) income | | | | | (255) | 3,895 | | 3,640 | | Issuances of common stock, and related tax effects | 8 | — | 1,485 | | | | | 1,485 | | Share-based compensation | | | 963 | | | | | 963 | | Common share repurchases | (17) | — | (2,395) | (6,610) | | | | (9,005) | | Cash dividends paid on common shares ($8.18 per share) | | | | (7,533) | | | | (7,533) | | Redeemable noncontrolling interests fair value and other adjustments | | | (53) | | | | | (53) | | Acquisition and other adjustments of nonredeemable noncontrolling interests | | | | | | | 26 | 26 | | Distributions to nonredeemable noncontrolling interests | | | | | | | (744) | (744) | | Balance at December 31, 2024 | 915 | $9 | — | $96,036 | $(2,226) | $(1,161) | $5,610 | $98,268 | See [Notes to the Consolidated Financial Statements](#i5df38065a2cf44208c456280ada6b201_97) ### UnitedHealth Group ### Consolidated Statements of Cash Flows | (in millions) | For the Years Ended December 31, 2024 | For the Years Ended December 31, 2023 | For the Years Ended December 31, 2022 | | --- | --- | --- | --- | | Operating activities | | | | | Net earnings | $15,242 | $23,144 | $20,639 | | Noncash items: | | | | | Depreciation and amortization | 4,099 | 3,972 | 3,400 | | Deferred income taxes | (296) | (245) | (673) | | Share-based compensation | 1,018 | 1,059 | 925 | | Loss on sale of subsidiary and subsidiaries held for sale | 8,310 | — | — | | Gains on dispositions and other strategic transactions | (3,333) | (489) | (588) | | Other, net | (28) | (16) | 257 | | Net change in other operating items, net of effects from acquisitions and dispositions: | | | | | Accounts receivable | (1,437) | (3,114) | (2,523) | | Other assets | (4,140) | (2,444) | (1,374) | | Medical costs payable | 2,503 | 3,482 | 4,053 | | Accounts payable and other liabilities | 2,463 | 3,516 | 1,964 | | Unearned revenues | (197) | 203 | 126 | | Cash flows from operating activities | 24,204 | 29,068 | 26,206 | | Investing activities | | | | | Purchases of investments | (27,308) | (18,314) | (18,825) | | Sales of investments | 18,514 | 7,307 | 5,907 | | Maturities of investments | 9,319 | 9,230 | 6,081 | | Cash paid for acquisitions and other transactions, net of cash assumed | (13,408) | (10,136) | (21,458) | | Purchases of property, equipment and capitalized software | (3,499) | (3,386) | (2,802) | | Loans to care providers - cyberattack | (9,033) | — | — | | Repayments of care provider loans - cyberattack | 4,514 | — | — | | Cash received from dispositions and other strategic transactions, net | 2,041 | 685 | 3,414 | | Other, net | (1,667) | (960) | (793) | | Cash flows used for investing activities | (20,527) | (15,574) | (28,476) | | Financing activities | | | | | Common share repurchases | (9,000) | (8,000) | (7,000) | | Cash dividends paid | (7,533) | (6,761) | (5,991) | | Proceeds from common stock issuances | 1,846 | 1,353 | 1,253 | | Repayments of long-term debt | (3,000) | (2,125) | (3,015) | | (Repayments of) proceeds from short-term borrowings, net | (151) | 11 | 732 | | Proceeds from issuance of long-term debt | 17,811 | 6,394 | 14,819 | | Customer funds administered | (1,560) | (521) | 5,548 | | Purchases of redeemable noncontrolling interests | (280) | (730) | (176) | | Other, net | (1,645) | (1,150) | (1,944) | | Cash flows (used for) from financing activities | (3,512) | (11,529) | 4,226 | | Effect of exchange rate changes on cash and cash equivalents | (61) | 97 | 34 | | Increase in cash and cash equivalents, including cash within businesses held for sale | 104 | 2,062 | 1,990 | | Less: cash within businesses held for sale | (219) | — | — | | Net (decrease) increase in cash and cash equivalents | (115) | 2,062 | 1,990 | | Cash and cash equivalents, beginning of period | 25,427 | 23,365 | 21,375 | | Cash and cash equivalents, end of period | $25,312 | $25,427 | $23,365 | | Supplemental cash flow disclosures | | | | | Cash paid for interest | $3,594 | $3,035 | $1,945 | | Cash paid for income taxes | 4,620 | 6,078 | 5,222 | See [Notes to the Consolidated Financial Statements](#i5df38065a2cf44208c456280ada6b201_97) UnitedHealth Group ### Notes to the Consolidated Financial Statements 1.Description of Business UnitedHealth Group Incorporated (individually and together with its subsidiaries, “UnitedHealth Group” and “the Company”) is a health care and well-being company with a mission to help people live healthier lives and help make the health system work better for everyone. The Company’s two distinct, yet complementary businesses — Optum and UnitedHealthcare — are working to help build a modern, high-performing health system through improved access, affordability, outcomes and experiences for the individuals and organizations the Company is privileged to serve. 2.Basis of Presentation, Use of Estimates and Significant Accounting Policies #### Basis of Presentation The Company has prepared the Consolidated Financial Statements according to U.S. Generally Accepted Accounting Principles (GAAP) and has included the accounts of UnitedHealth Group and its subsidiaries. #### Use of Estimates These Consolidated Financial Statements include certain amounts based on the Company’s best estimates and judgments. The Company’s most significant estimates relate to estimates and judgments for medical costs payable and goodwill. Certain of these estimates require the application of complex assumptions and judgments, often because they involve matters inherently uncertain and will likely change in subsequent periods. The impact of any change in estimates is included in earnings in the period in which the estimate is adjusted. #### Revenues #### Premiums Premium revenues are primarily derived from risk-based arrangements in which the premium is typically at a fixed rate per individual served for a one-year period, and the Company assumes the economic risk of funding its customers’ health care and related administrative costs. Premium revenues are recognized in the period in which eligible individuals are entitled to receive health care benefits. Health care premium payments received from the Company’s customers in advance of the service period are recorded as unearned revenues. Fully insured commercial products of U.S. health plans, Medicare Advantage and Medicare Prescription Drug Benefit (Medicare Part D) plans with medical loss ratios (MLRs) as calculated under the definitions in the Patient Protection and Affordable Care Act (ACA) and related federal and state regulations and implementing regulation, falling below certain targets are required to rebate ratable portions of their premiums annually. Commercial premiums within the Company’s individual and small group markets are also subject to the ACA risk adjustment program. Medicare Advantage premium revenue includes the impact of the Centers for Medicare & Medicaid Services (CMS) quality bonuses based on plans’ Star rating. Certain of the Company’s Medicaid business is also subject to state minimum MLR rebates. Premium revenues are recognized based on the estimated premiums earned, net of projected rebates, because the Company is able to reasonably estimate the ultimate premiums of these contracts. The Company also records premium revenues for certain value-based arrangements at its Optum Health care delivery businesses. Under these value-based arrangements, the Company enters into agreements with health plans to stand ready to deliver, integrate, direct and control certain health care services for patients. In exchange, the Company receives a premium that is typically paid on a per-patient per-month basis. The Company considers these value-based arrangements to represent a single performance obligation where premium revenues are recognized in the period in which health care services are made available. The Company’s Medicare Advantage and Medicare Part D premium revenues are subject to periodic adjustment under CMS’ risk adjustment payment methodology. CMS deploys a risk adjustment model which apportions premiums paid to all health plans according to health severity and certain demographic factors. The CMS risk adjustment model provides higher per member payments for enrollees diagnosed with certain conditions and lower payments for enrollees who are healthier. Under this risk adjustment methodology, CMS calculates the risk adjusted premium payment using diagnosis and encounter data from hospital inpatient, hospital outpatient and physician treatment settings. The Company and health care providers collect, capture and submit the necessary and available data to CMS within prescribed deadlines. The Company estimates risk adjustment premium revenues based upon the data submitted and expected to be submitted to CMS. Risk adjustment data for the Company’s plans are subject to review by the government, including audit by regulators. See [Note 12](#i5df38065a2cf44208c456280ada6b201_193) for additional information regarding these audits. #### Products and Services For the Company’s Optum Rx pharmacy care services business, the majority of revenues are derived from products sold through a contracted network of retail pharmacies or home delivery, specialty and community health pharmacies. Product revenues include the cost of pharmaceuticals (net of rebates), a negotiated dispensing fee and customer co-payments. Pharmacy products are billed to customers based on the number of transactions occurring during the billing period. Product revenues are recognized when the prescriptions are dispensed. The Company has entered into contracts in which it is primarily obligated to pay its network pharmacy providers for benefits provided to their customers regardless of whether the Company is paid. The Company is also involved in establishing the prices charged by retail pharmacies, determining which drugs will be included in formulary listings and selecting which retail pharmacies will be included in the network offered to plan sponsors’ members and accordingly, product revenues are reported on a gross basis. Services revenue includes a number of services and products sold through Optum. Optum Health’s service revenues include net patient service revenues recorded based upon established billing rates, less allowances for contractual adjustments, and are recognized as services are provided. For its financial services offerings, Optum Health charges fees and earns investment income on managed funds. Optum Insight provides software and information products, advisory consulting arrangements and managed services outsourcing contracts, which may be delivered over several years. Optum Insight revenues are generally recognized over time and measured for each period based on the progress to date as services are performed or made available to customers. Services revenue also consists of fees derived from services performed for customers who self-insure the health care costs of their employees and employees’ dependents. Under service fee contracts, the Company receives a monthly fixed fee per employee, which is recognized as revenue as the Company performs, or makes available, the applicable services to the customer. The customers retain the risk of financing health care costs for their employees and employees’ dependents, and the Company administers the payment of customer funds to physicians and other health care professionals from customer-funded bank accounts. As the Company has neither the obligation for funding the health care costs, nor the primary responsibility for providing the medical care, the Company does not recognize premium revenue and medical costs for these contracts in its Consolidated Financial Statements. For these fee-based customer arrangements, the Company provides coordination and facilitation of medical services; transaction processing; customer, consumer and care professional services; and access to contracted networks of physicians, hospitals and other health care professionals. These services are performed throughout the contract period. As of December 31, 2024 and 2023, accounts receivables related to products and services were $9.9 billion and $8.6 billion, respectively. In 2024 and 2023, the Company had no material bad-debt expense and there were no material contract assets, contract liabilities or deferred contract costs recorded on the Consolidated Balance Sheets as of December 31, 2024 or 2023. For the years ended December 31, 2024, 2023 and 2022, revenue recognized from performance obligations related to prior periods (for example, due to changes in transaction price) was not material. As of December 31, 2024, revenue expected to be recognized in any future year related to remaining performance obligations, excluding revenue pertaining to contracts having an original expected duration of one year or less, contracts where revenue is recognized as invoiced and contracts with variable consideration related to undelivered performance obligations, was $12.7 billion, of which approximately half is expected to be recognized in the next three years. See [Note 14](#i5df38065a2cf44208c456280ada6b201_199) for disaggregation of revenue by segment and type. #### Medical Costs and Medical Costs Payable The Company’s estimate of medical costs payable represents management’s best estimate of its liability for unpaid medical costs as of December 31, 2024. Each period, the Company re-examines previously established medical costs payable estimates based on actual claim submissions and other changes in facts and circumstances. As more complete claim information becomes available, the Company adjusts the amount of the estimates and includes the changes in estimates in medical costs in the period in which the change is identified. Approximately 90% of claims related to medical care services are known and settled within 90 days from the date of service and substantially all within twelve months. Medical costs and medical costs payable include estimates of the Company’s obligations for medical care services rendered on behalf of consumers, but for which claims have either not yet been received, processed, or paid. The Company develops estimates for medical care services incurred but not reported (IBNR), which includes estimates for claims which have not been received or fully processed, using an actuarial process consistently applied, centrally controlled and automated. The actuarial models consider factors such as time from date of service to claim processing, seasonal variances in medical care consumption, health care professional contract rate changes, care activity and other medical cost trends, membership volume and demographics, the introduction of new technologies, benefit plan changes and business mix changes related to products, customers and geography. In developing its medical costs payable estimates, the Company applies different estimation methods depending on which incurred claims are being estimated. For the most recent two months, the Company estimates claim costs incurred by applying observed medical cost trend factors to the average per member per month medical costs incurred in prior months for which more complete claim data are available, supplemented by a review of near-term completion factors (actuarial estimates, based upon historical experience and analysis of current trends, of the percentage of incurred claims during a given period adjudicated by the Company at the date of estimation). For months prior to the most recent two months, the Company applies the completion factors to actual claims adjudicated-to-date to estimate the expected amount of ultimate incurred claims for those months. #### Cost of Products Sold The Company’s cost of products sold includes the cost of pharmaceuticals dispensed to unaffiliated customers either directly at its home delivery, specialty and community pharmacy locations, or indirectly through its nationwide network of participating pharmacies. Rebates attributable to unaffiliated clients are accrued as rebates receivable and a reduction of cost of products sold, with a corresponding payable for the amounts of the rebates to be remitted to those unaffiliated clients in accordance with their contracts and recorded in the Consolidated Statements of Operations as a reduction of product revenue. Cost of products sold also includes the cost of personnel to support the Company’s transaction processing services, system sales, maintenance and professional services. #### Cash, Cash Equivalents and Investments Cash and cash equivalents are highly liquid investments having an original maturity of three months or less. The fair value of cash and cash equivalents approximates their carrying value because of the short maturity of the instruments. Investments with maturities of less than one year are classified as short-term. Because of regulatory requirements, certain investments are included in long-term investments regardless of their maturity date. The Company classifies these investments as held-to-maturity and reports them at amortized cost. Substantially all other investments are classified as available-for-sale and reported at fair value based on quoted market prices, where available. Equity investments are measured at fair value, with certain exceptions where the Company has elected to measure investments with unobservable inputs at cost, subject to fair value adjustments upon an impairment or a transaction of the same or similar security. Changes in fair value of equity investments are recognized in net earnings. The Company excludes unrealized gains and losses on available-for-sale debt securities from net earnings and reports them as comprehensive income and, net of income tax effects, as a separate component of equity. To calculate realized gains and losses on the sale of debt securities, the Company specifically identifies the cost of each investment sold. The Company evaluates an available-for-sale debt security for credit-related impairment by considering the present value of expected cash flows relative to a security’s amortized cost, the extent to which fair value is less than amortized cost, the financial condition and near-term prospects of the issuer and specific events or circumstances which may influence the operations of the issuer. Credit-related impairments are recorded as an allowance, with an offset to investment and other income. Non-credit related impairments are recorded through other comprehensive income. If the Company intends to sell an impaired security, or will likely be required to sell a security before recovery of the entire amortized cost, the entire impairment is included in net earnings. New information and the passage of time can change these judgments. The Company manages its investment portfolio to limit its exposure to any one issuer or market sector, and largely limits its investments to investment grade quality. #### Assets Under Management In July 2024, the Company amended its Medicare Supplement Program with a membership organization (the Medicare Supplement Program). The amendments provide the Company the right to use a trade name and other intellectual property in marketing efforts for Medicare Supplement offerings. Amounts previously reported as assets under management are now included within the Company’s Consolidated Balance Sheet based upon their classification. For periods prior to the amended Medicare Supplement Program, the Company excluded the effects of certain balance sheet amounts in its Consolidated Statements of Cash Flows, while these effects are included for periods after the amendments. #### Other Current Receivables Other current receivables include amounts due from pharmaceutical manufacturers for rebates and Medicare Part D drug discounts, loans to care providers in response to the Change Healthcare cyberattack, accrued interest and other miscellaneous amounts due to the Company. The Company’s pharmacy care services businesses contract with pharmaceutical manufacturers, some of which provide rebates based on use of the manufacturers’ products by its affiliated and unaffiliated clients. The Company accrues rebates as they are earned by its clients on a monthly basis based on the terms of the applicable contracts, historical data and current estimates. The pharmacy care services businesses bill these rebates to the manufacturers on a monthly or quarterly basis depending on the contractual terms and record rebates attributable to affiliated clients as a reduction to medical costs. The Company generally receives rebates two to five months after billing. As of December 31, 2024 and 2023, total pharmaceutical manufacturer rebates receivable included in other receivables in the Consolidated Balance Sheets amounted to $12.5 billion and $11.0 billion, respectively. #### Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets included pharmaceutical drug and supplies inventory of $3.8 billion and $2.8 billion as of December 31, 2024 and 2023, respectively. #### Property, Equipment and Capitalized Software Property, equipment and capitalized software are stated at cost, net of accumulated depreciation and amortization. Capitalized software consists of certain costs incurred in the development of internal-use software, including external direct costs of materials and services and applicable payroll costs of employees devoted to specific software development. The Company calculates depreciation and amortization using the straight-line method over the estimated useful lives of the assets. The useful lives for property, equipment and capitalized software are: | | | | --- | --- | | Furniture, fixtures and equipment | 3 to 10 years | | Buildings | 35 to 40 years | | Capitalized software | 3 to 5 years | Leasehold improvements are depreciated over the shorter of the remaining lease term or their estimated useful economic life. #### Operating Leases The Company leases facilities and equipment under long-term operating leases which are non-cancelable and expire on various dates. At the lease commencement date, lease right-of-use (ROU) assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term, which includes all fixed obligations arising from the lease contract. If an interest rate is not implicit in a lease, the Company utilizes its incremental borrowing rate for a period closely matching the lease term. The Company’s ROU assets are included in other assets, and lease liabilities are included in other current liabilities and other liabilities in the Company’s Consolidated Balance Sheet. #### Goodwill To determine whether goodwill is impaired, annually or more frequently if needed, the Company performs impairment tests. The Company may first assess qualitative factors to determine if it is more likely than not the carrying value of a reporting unit exceeds its estimated fair value. If our qualitative assessment indicates a goodwill impairment is more likely than not, we perform additional quantitative analyses. The Company may also elect to skip the qualitative testing and proceed directly to the quantitative testing. When performing quantitative testing, the Company first estimates the fair values of its reporting units using discounted cash flows. To determine fair values, the Company must make assumptions about a wide variety of internal and external factors. Significant assumptions used in the impairment analysis include financial projections of free cash flow (including significant assumptions about operations, capital levels and income taxes), long-term growth rates for determining terminal value and discount rates. Comparative market multiples are used to corroborate the results of the discounted cash flow test. 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. There was no impairment of goodwill during the years ended December 31, 2024, 2023 and 2022. #### Intangible Assets The Company’s finite-lived intangible assets are subject to impairment tests when events or circumstances indicate an intangible asset (or asset group) may be impaired. The Company’s indefinite-lived intangible assets are also tested for impairment annually. There was no impairment of intangible assets during the years ended December 31, 2024, 2023 and 2022. #### Other Current Liabilities Other current liabilities include health savings account deposits ($13.7 billion and $13.5 billion as of December 31, 2024 and 2023, respectively), accruals for premium rebates payable, the current portion of future policy benefits and customer balances. #### Policy Acquisition Costs The Company’s short duration health insurance contracts typically have a one-year term and may be canceled by the customer with at least 30 days’ notice. Costs related to the acquisition and renewal of short duration customer contracts are primarily charged to expense as incurred. #### Redeemable Noncontrolling Interests Redeemable noncontrolling interests in the Company’s subsidiaries whose redemption is outside of the Company’s control are classified as temporary equity. These interests primarily relate to put options on unowned shares, which are typically redeemable at fair value after a certain time period. The Company accretes changes in the redemption value to the earliest redemption date utilizing the interest method. If all interests were currently redeemable, the difference between the carrying value and the estimated redemption value is not material. The following table provides details of the Company's redeemable noncontrolling interests’ activity for the years ended December 31, 2024 and 2023: | (in millions) | 2024 | 2023 | | --- | --- | --- | | Redeemable noncontrolling interests, beginning of period | $4,498 | $4,897 | | Net earnings | 174 | 188 | | Acquisitions | 33 | 122 | | Redemptions | (280) | (730) | | Distributions | (125) | (144) | | Fair value and other adjustments | 23 | 165 | | Redeemable noncontrolling interests, end of period | $4,323 | $4,498 | #### Share-Based Compensation The Company recognizes compensation expense for share-based awards, including stock options and restricted stock and restricted stock units (collectively, restricted shares), on a straight-line basis over the related service period (generally the vesting period) of the award, or to an employee’s eligible retirement date under the award agreement, if earlier. Restricted shares vest ratably, primarily over four years, and compensation expense related to restricted shares is based on the share price on the date of grant. Stock options vest ratably primarily over four years and may be exercised up to 10 years from the date of grant. Compensation expense related to stock options is based on the fair value at the date of grant, which is estimated on the date of grant using a binomial option-pricing model. Under the Company’s Employee Stock Purchase Plan (ESPP), eligible employees are allowed to purchase the Company’s stock at a discounted price, which is 90% of the market price of the Company’s common stock at the end of the six-month purchase period. Share-based compensation expense for all programs is recognized in operating costs in the Consolidated Statements of Operations. #### Net Earnings Per Common Share The Company computes basic earnings per common share attributable to UnitedHealth Group common shareholders by dividing net earnings attributable to UnitedHealth Group common shareholders by the weighted-average number of common shares outstanding during the period. The Company determines diluted net earnings per common share attributable to UnitedHealth Group common shareholders using the weighted-average number of common shares outstanding during the period, adjusted for potentially dilutive shares associated with stock options, restricted shares and the ESPP (collectively, common stock equivalents), using the treasury stock method. The treasury stock method assumes a hypothetical issuance of shares to settle the share-based awards, with the assumed proceeds used to purchase common stock at the average market price for the period. Assumed proceeds include the amount the employee must pay upon exercise and the average unrecognized compensation cost. The difference between the number of shares assumed issued and number of shares assumed purchased represents the dilutive shares. #### 3. Investments A summary of debt securities by major security type is as follows: | (in millions) / December 31, 2024 | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | | --- | --- | --- | --- | --- | | Debt securities - available-for-sale: | | | | | | U.S. government and agency obligations | $4,600 | $1 | $(274) | $4,327 | | State and municipal obligations | 7,357 | 2 | (375) | 6,984 | | Corporate obligations | 24,391 | 56 | (1,140) | 23,307 | | U.S. agency mortgage-backed securities | 10,577 | 1 | (994) | 9,584 | | Non-U.S. agency mortgage-backed securities | 2,890 | 2 | (175) | 2,717 | | Total debt securities - available-for-sale | 49,815 | 62 | (2,958) | 46,919 | | Debt securities - held-to-maturity: | | | | | | U.S. government and agency obligations | 444 | — | (2) | 442 | | State and municipal obligations | 28 | — | (2) | 26 | | Corporate obligations | 40 | — | — | 40 | | Total debt securities - held-to-maturity | 512 | — | (4) | 508 | | Total debt securities | $50,327 | $62 | $(2,962) | $47,427 | | December 31, 2023 | | | | | | Debt securities - available-for-sale: | | | | | | U.S. government and agency obligations | $4,674 | $3 | $(234) | $4,443 | | State and municipal obligations | 7,636 | 39 | (322) | 7,353 | | Corporate obligations | 23,136 | 67 | (1,186) | 22,017 | | U.S. agency mortgage-backed securities | 8,982 | 22 | (708) | 8,296 | | Non-U.S. agency mortgage-backed securities | 3,023 | 3 | (240) | 2,786 | | Total debt securities - available-for-sale | 47,451 | 134 | (2,690) | 44,895 | | Debt securities - held-to-maturity: | | | | | | U.S. government and agency obligations | 506 | 1 | (6) | 501 | | State and municipal obligations | 28 | — | (2) | 26 | | Corporate obligations | 69 | — | — | 69 | | Total debt securities - held-to-maturity | 603 | 1 | (8) | 596 | | Total debt securities | $48,054 | $135 | $(2,698) | $45,491 | Nearly all of the Company’s investments in mortgage-backed securities were rated “Double A” or better as of December 31, 2024. The Company held $4.9 billion of equity securities as of December 31, 2024 and 2023. The Company’s investments in equity securities primarily consist of venture investments and employee savings plan related investments. Additionally, the Company’s investments included $3.8 billion and $1.4 billion of equity method investments primarily in operating businesses in the health care sector, as of December 31, 2024 and 2023, respectively. The allowance for credit losses on held-to-maturity securities as of December 31, 2024 and 2023 was not material. The amortized cost and fair value of debt securities as of December 31, 2024, by contractual maturity, were as follows: | (in millions) | Available-for-Sale / Amortized Cost | Available-for-Sale / Fair Value | Held-to-Maturity / Amortized Cost | Held-to-Maturity / Fair Value | | --- | --- | --- | --- | --- | | Due in one year or less | $3,952 | $3,932 | $320 | $319 | | Due after one year through five years | 14,845 | 14,384 | 161 | 161 | | Due after five years through ten years | 12,110 | 11,213 | 14 | 13 | | Due after ten years | 5,441 | 5,089 | 17 | 15 | | U.S. agency mortgage-backed securities | 10,577 | 9,584 | — | — | | Non-U.S. agency mortgage-backed securities | 2,890 | 2,717 | — | — | | Total debt securities | $49,815 | $46,919 | $512 | $508 | The fair value of available-for-sale debt securities with gross unrealized losses by major security type and length of time that individual securities have been in a continuous unrealized loss position were as follows: | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Less Than 12 Months | | | | 12 Months or Greater | | | | Total | | | | | (in millions) | FairValue | | GrossUnrealizedLosses | | FairValue | | GrossUnrealizedLosses | | FairValue | | GrossUnrealizedLosses | | | December 31, 2024 | | | | | | | | | | | | | | U.S. government and agency obligations | $ | $1,475 | $ | $(51) | $ | $2,152 | $ | $(223) | $ | $3,627 | $ | $(274) | | State and municipal obligations | 2,593 | | (58) | | 4,085 | | (317) | | 6,678 | | (375) | | | Corporate obligations | 7,402 | | (213) | | 11,449 | | (927) | | 18,851 | | (1,140) | | | U.S. agency mortgage-backed securities | 4,791 | | (191) | | 4,674 | | (803) | | 9,465 | | (994) | | | Non-U.S. agency mortgage-backed securities | 416 | | (5) | | 1,863 | | (170) | | 2,279 | | (175) | | | Total debt securities - available-for-sale | $ | $16,677 | $ | $(518) | $ | $24,223 | $ | $(2,440) | $ | $40,900 | $ | $(2,958) | | December 31, 2023 | | | | | | | | | | | | | | U.S. government and agency obligations | $ | $1,270 | $ | $(7) | $ | $2,077 | $ | $(227) | $ | $3,347 | $ | $(234) | | State and municipal obligations | 907 | | (7) | | 4,063 | | (315) | | 4,970 | | (322) | | | Corporate obligations | 1,826 | | (17) | | 14,696 | | (1,169) | | 16,522 | | (1,186) | | | U.S. agency mortgage-backed securities | 1,337 | | (12) | | 5,069 | | (696) | | 6,406 | | (708) | | | Non-U.S. agency mortgage-backed securities | 279 | | (6) | | 2,202 | | (234) | | 2,481 | | (240) | | | Total debt securities - available-for-sale | $ | $5,619 | $ | $(49) | $ | $28,107 | $ | $(2,641) | $ | $33,726 | $ | $(2,690) | The Company’s unrealized losses from all securities as of December 31, 2024 were generated from approximately 34,000 positions out of a total of 43,000 positions. The Company believes it will timely collect the principal and interest due on its debt securities that have an amortized cost in excess of fair value. The unrealized losses were primarily caused by interest rate increases and not by unfavorable changes in the credit quality associated with these securities which impacted the Company’s assessment on collectibility of principal and interest. At each reporting period, the Company evaluates available-for-sale debt securities for any credit-related impairment when the fair value of the investment is less than its amortized cost. The Company evaluated the expected cash flows, the underlying credit quality and credit ratings of the issuers, noting no significant credit deterioration since purchase. As of December 31, 2024, the Company did not have the intent to sell any of the securities in an unrealized loss position. Therefore, the Company believes these losses to be temporary. The allowance for credit losses on available-for-sale debt securities as of December 31, 2024 and 2023 was not material. #### 4. Fair Value Certain assets and liabilities are measured at fair value in the Consolidated Financial Statements or have fair values disclosed in the Notes to the Consolidated Financial Statements. These assets and liabilities are classified into one of three levels of a hierarchy defined by GAAP. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement is categorized in its entirety based on the lowest level input which is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. The fair value hierarchy is summarized as follows: #### Level 1 — Quoted prices (unadjusted) for identical assets/liabilities in active markets. #### Level 2 — Other observable inputs, either directly or indirectly, including: - Quoted prices for similar assets/liabilities in active markets; - Quoted prices for identical or similar assets/liabilities in inactive markets (e.g., few transactions, limited information, noncurrent prices, high variability over time); - Inputs other than quoted prices observable for the asset/liability (e.g., interest rates, yield curves, implied volatilities, credit spreads); and - Inputs corroborated by other observable market data. #### Level 3 — Unobservable inputs cannot be corroborated by observable market data. There were no transfers in or out of Level 3 financial assets or liabilities during the years ended December 31, 2024 or 2023. Nonfinancial assets and liabilities or financial assets and liabilities measured at fair value on a nonrecurring basis are subject to fair value adjustments only in certain circumstances, such as when the Company records an impairment. For the years ended December 31, 2024, 2023 and 2022, the Company recognized $710 million, $276 million and $211 million respectively, of unrealized gains in investment and other income related to fair value adjustments on equity securities primarily in the Company’s venture portfolio, based upon transactions of the same or similar security. The assets and liabilities within our South American operations held for sale as of December 31, 2024 were measured at the lower of carrying value or fair value less cost to sell. Fair value is measured based upon unobservable amounts, such as estimated selling price derived from Company-specific information and market conditions. There were no other significant fair value adjustments for these assets and liabilities recorded during the years ended December 31, 2024, 2023 or 2022. The following methods and assumptions were used to estimate the fair value and determine the fair value hierarchy classification of each class of financial instrument included in the tables below: Cash and Cash Equivalents. The carrying value of cash and cash equivalents approximates fair value as maturities are less than three months. Fair values of cash equivalent instruments which do not trade on a regular basis in active markets are classified as Level 2. Debt and Equity Securities. Fair values of debt securities and equity securities reported at fair value on a recurring basis are based on quoted market prices, where available. The Company obtains one price for each security primarily from a third-party pricing service (pricing service), which generally uses quoted or other observable inputs for the determination of fair value. The pricing service normally derives the security prices through recently reported trades for identical or similar securities, and, if necessary, makes adjustments through the reporting date based upon available observable market information. For securities not actively traded, the pricing service may use quoted market prices of comparable instruments or discounted cash flow analyses, incorporating inputs currently observable in the markets for similar securities. Inputs often used in the valuation methodologies include, but are not limited to, benchmark yields, credit spreads, default rates, prepayment speeds and nonbinding broker quotes. As the Company is responsible for the determination of fair value, it performs quarterly analyses on the prices received from the pricing service to determine whether the prices are reasonable estimates of fair value. Specifically, the Company compares the prices received from the pricing service to prices reported by a secondary pricing source, such as its custodian, its investment consultant and third-party investment advisors. Additionally, the Company compares changes in the reported market values and returns to relevant market indices to test the reasonableness of the reported prices. The Company’s internal price verification procedures and reviews of fair value methodology documentation provided by independent pricing services have not historically resulted in adjustment to the prices obtained from the pricing service. Fair values of debt securities which do not trade on a regular basis in active markets but are priced using other observable inputs are classified as Level 2. Fair value estimates for Level 1 and Level 2 equity securities reported at fair value on a recurring basis are based on quoted market prices for actively traded equity securities and/or other market data for the same or comparable instruments and transactions in establishing the prices. The fair values of Level 3 investments in corporate bonds, which are not a significant portion of our investments, are estimated using valuation techniques relying heavily on management assumptions and qualitative observations. Throughout the procedures discussed above in relation to the Company’s processes for validating third-party pricing information, the Company validates the understanding of assumptions and inputs used in security pricing and determines the proper classification in the hierarchy based on such understanding. #### Long-Term Debt. The fair values of the Company’s long-term debt are estimated and classified using the same methodologies as the Company’s investments in debt securities. The following table presents a summary of fair value measurements by level and carrying values for items measured at fair value on a recurring basis in the Consolidated Balance Sheets: | (in millions) / December 31, 2024 | Quoted Pricesin Active Markets(Level 1) | Other Observable Inputs(Level 2) | Unobservable Inputs(Level 3) | Total Fair and Carrying Value | | --- | --- | --- | --- | --- | | Cash and cash equivalents | $25,248 | $64 | — | $25,312 | | Debt securities - available-for-sale: | | | | | | U.S. government and agency obligations | 4,194 | 133 | — | 4,327 | | State and municipal obligations | — | 6,984 | — | 6,984 | | Corporate obligations | 29 | 22,841 | 437 | 23,307 | | U.S. agency mortgage-backed securities | — | 9,584 | — | 9,584 | | Non-U.S. agency mortgage-backed securities | — | 2,717 | — | 2,717 | | Total debt securities - available-for-sale | 4,223 | 42,259 | 437 | 46,919 | | Equity securities | 1,859 | 24 | 65 | 1,948 | | Total assets at fair value | $31,330 | $42,347 | $502 | $74,179 | | Percentage of total assets at fair value | 42% | 57% | 1% | 100% | | December 31, 2023 | | | | | | Cash and cash equivalents | $25,345 | $82 | — | $25,427 | | Debt securities - available-for-sale: | | | | | | U.S. government and agency obligations | 4,167 | 276 | — | 4,443 | | State and municipal obligations | — | 7,353 | — | 7,353 | | Corporate obligations | 15 | 21,800 | 202 | 22,017 | | U.S. agency mortgage-backed securities | — | 8,296 | — | 8,296 | | Non-U.S. agency mortgage-backed securities | — | 2,786 | — | 2,786 | | Total debt securities - available-for-sale | 4,182 | 40,511 | 202 | 44,895 | | Equity securities | 2,468 | 16 | 69 | 2,553 | | Assets under management | 1,505 | 2,140 | 110 | 3,755 | | Total assets at fair value | $33,500 | $42,749 | $381 | $76,630 | | Percentage of total assets at fair value | 44% | 55% | 1% | 100% | The following table presents a summary of fair value measurements by level and carrying values for certain financial instruments not measured at fair value on a recurring basis in the Consolidated Balance Sheets: | (in millions) / December 31, 2024 | Quoted Pricesin Active Markets(Level 1) | Other Observable Inputs(Level 2) | Unobservable Inputs(Level 3) | Total Fair Value | Total Carrying Value | | --- | --- | --- | --- | --- | --- | | Debt securities - held-to-maturity | $482 | $26 | — | $508 | $512 | | Long-term debt and other financing obligations | — | $70,565 | — | $70,565 | $75,604 | | December 31, 2023 | | | | | | | Debt securities - held-to-maturity | $524 | $72 | — | $596 | $603 | | Long-term debt and other financing obligations | — | $59,851 | — | $59,851 | $61,449 | The carrying amounts reported on the Consolidated Balance Sheets for other current financial assets and liabilities approximate fair value because of their short-term nature. These assets and liabilities are not listed in the table above. #### 5. Property, Equipment and Capitalized Software A summary of property, equipment and capitalized software is as follows: | (in millions) | December 31, 2024 | December 31, 2023 | | --- | --- | --- | | Land and improvements | $364 | $712 | | Buildings and improvements | 4,215 | 5,573 | | Computer equipment | 2,267 | 2,007 | | Furniture and fixtures | 1,694 | 2,375 | | Less accumulated depreciation | (3,645) | (4,210) | | Property and equipment, net | 4,895 | 6,457 | | Capitalized software | 8,984 | 7,822 | | Less accumulated amortization | (3,326) | (2,829) | | Capitalized software, net | 5,658 | 4,993 | | Total property, equipment and capitalized software, net | $10,553 | $11,450 | Depreciation expense for property and equipment for the years ended December 31, 2024, 2023 and 2022 was $1.0 billion, $1.1 billion, and $1.1 billion, respectively. Amortization expense for capitalized software for the years ended December 31, 2024, 2023 and 2022 was $1.4 billion, $1.2 billion and $1.0 billion, respectively. #### 6. Goodwill and Other Intangible Assets Changes in the carrying amount of goodwill, by reportable segment, were as follows: | (in millions) | United Healthcare | Optum Health | Optum Insight | Optum Rx | Consolidated | | --- | --- | --- | --- | --- | --- | | Balance at January 1, 2023 | $27,395 | $29,238 | $17,244 | $19,475 | $93,352 | | Acquisitions | 296 | 8,023 | 1,802 | — | 10,121 | | Foreign currency effects and other adjustments, net | 187 | (182) | 261 | (7) | 259 | | Balance at December 31, 2023 | 27,878 | 37,079 | 19,307 | 19,468 | 103,732 | | Acquisitions | — | 2,071 | — | 2,305 | 4,376 | | Dispositions, foreign currency effects and other adjustments, net | (717) | (324) | (327) | (6) | (1,374) | | Balance at December 31, 2024 | $27,161 | $38,826 | $18,980 | $21,767 | $106,734 | The gross carrying value, accumulated amortization and net carrying value of other intangible assets were as follows: | (in millions) | December 31, 2024 / Gross Carrying Value | December 31, 2024 / Accumulated Amortization | December 31, 2024 / Net Carrying Value | December 31, 2023 / Gross Carrying Value | December 31, 2023 / Accumulated Amortization | December 31, 2023 / Net Carrying Value | | --- | --- | --- | --- | --- | --- | --- | | Customer-related | $17,190 | $(6,675) | $10,515 | $16,636 | $(5,909) | $10,727 | | Trademarks and technology | 2,917 | (1,284) | 1,633 | 2,508 | (958) | 1,550 | | Trade names, trademarks, operating licenses and certificates and other indefinite-lived | 10,454 | — | 10,454 | 2,116 | — | 2,116 | | Other | 1,057 | (391) | 666 | 1,213 | (412) | 801 | | Total | $31,618 | $(8,350) | $23,268 | $22,473 | $(7,279) | $15,194 | The fair values and weighted-average useful lives assigned to intangible assets as a result of transactions completed during years ended: | (in millions, except years) | 2024 / Fair Value | 2024 / Weighted-Average Useful Life | 2023 / Fair Value | 2023 / Weighted-Average Useful Life | | --- | --- | --- | --- | --- | | Customer-related | $1,258 | 12 years | $477 | 12 years | | Trademarks and technology | 527 | 6 years | 226 | 5 years | | Other | 22 | 8 years | 44 | 9 years | | Total finite-lived | $1,807 | 10 years | $747 | 9 years | | Total indefinite-lived - trade names, trademarks, operating licenses and certificates and other | 8,795 | | 1,427 | | | Total intangible assets | $10,602 | | $2,174 | | Estimated full year amortization expense relating to intangible assets for each of the next five years ending December 31 is as follows: | (in millions) | | | --- | --- | | 2025 | $1,655 | | 2026 | 1,503 | | 2027 | 1,424 | | 2028 | 1,344 | | 2029 | 1,211 | Amortization expense relating to intangible assets for the years ended December 31, 2024, 2023 and 2022 was $1.7 billion, $1.6 billion and $1.3 billion, respectively. #### 7. Medical Costs Payable The following table shows the components of the change in medical costs payable for the years ended December 31: | (in millions) | 2024 | 2023 | 2022 | | --- | --- | --- | --- | | Medical costs payable, beginning of period | $32,395 | $29,056 | $24,483 | | Acquisitions (dispositions), net | (755) | 1 | 308 | | Reported medical costs: | | | | | Current year | 264,885 | 242,734 | 211,252 | | Prior years | (700) | (840) | (410) | | Total reported medical costs | 264,185 | 241,894 | 210,842 | | Medical payments: | | | | | Payments for current year | (231,890) | (211,380) | (184,049) | | Payments for prior years | (29,532) | (27,176) | (22,528) | | Total medical payments | (261,422) | (238,556) | (206,577) | | Less: medical costs payable included within businesses held for sale | (179) | — | — | | Medical costs payable, end of period | $34,224 | $32,395 | $29,056 | For the years ended December 31, 2024, 2023 and 2022, prior years’ medical cost reserve development included no individual factors that were significant. Medical costs payable included IBNR of $23.7 billion and $22.3 billion at December 31, 2024 and 2023, respectively. Substantially all of the IBNR balance as of December 31, 2024 relates to the current year. The following is information about incurred and paid medical cost development as of December 31, 2024: | (in millions) / Year | Net Incurred Medical Costs / For the Years Ended December 31, 2023 | Net Incurred Medical Costs / For the Years Ended December 31, 2024 | | --- | --- | --- | | 2023 | $242,734 | $242,156 | | 2024 | | 264,885 | | Total | | $507,041 | | | Net Cumulative Medical Payments | | | (in millions) | For the Years Ended December 31, | | | Year | 2023 | 2024 | | 2023 | $(211,380) | $(240,112) | | 2024 | | (231,890) | | Total | | (472,002) | | Net remaining outstanding liabilities prior to 2023 | | 119 | | Acquisitions (dispositions), net | | (755) | | Medical costs payable included within businesses held for sale | | (179) | | Total medical costs payable | | $34,224 | #### 8. Short-Term Borrowings and Long-Term Debt Short-term borrowings and senior unsecured long-term debt consisted of commercial paper and notes as follows: | (in millions, except percentages) | Carrying Value as of December 31, 2024 | (continued) | Carrying Value as of December 31, 2024 | Carrying Value as of December 31, 2023 | | --- | --- | --- | --- | --- | | Commercial paper | $1,300 | $1,000 4.625%, Jul 2035 | 971 | 1,014 | | $750 3.5%, Feb 2024 | — | $850 5.8%, Mar 2036 | 838 | 838 | | $1,000 0.55%, May 2024 | — | $500 6.5%, Jun 2037 | 492 | 491 | | $750 2.375%, Aug 2024 | — | $650 6.625%, Nov 2037 | 641 | 640 | | $500 5%, Oct 2024 | — | $1,100 6.875%, Feb 2038 | 1,079 | 1,078 | | $2,000 3.75%, Jul 2025 | 1,999 | $1,250 3.5%, Aug 2039 | 1,243 | 1,242 | | $750 5.15%, Oct 2025 | 749 | $1,000 2.75%, May 2040 | 970 | 968 | | $300 3.7%, Dec 2025 | 300 | $300 5.7%, Oct 2040 | 296 | 296 | | $500 1.25%, Jan 2026 | 499 | $350 5.95%, Feb 2041 | 346 | 346 | | $1,000 3.1%, Mar 2026 | 999 | $1,500 3.05%, May 2041 | 1,485 | 1,484 | | $1,000 1.15%, May 2026 | 953 | $600 4.625%, Nov 2041 | 590 | 590 | | $500 floating rate, Jul 2026 | 499 | $502 4.375%, Mar 2042 | 487 | 486 | | $650 4.75%, Jul 2026 | 648 | $625 3.95%, Oct 2042 | 610 | 609 | | $750 3.45%, Jan 2027 | 749 | $750 4.25%, Mar 2043 | 737 | 736 | | $500 4.6%, Apr 2027 | 496 | $1,500 5.5%, Jul 2044 | 1,475 | — | | $625 3.375%, Apr 2027 | 623 | $2,000 4.75%, Jul 2045 | 1,976 | 1,975 | | $600 3.7%, May 2027 | 598 | $750 4.2%, Jan 2047 | 739 | 739 | | $950 2.95%, Oct 2027 | 946 | $725 4.25%, Apr 2047 | 718 | 718 | | $1,000 5.25%, Feb 2028 | 998 | $950 3.75%, Oct 2047 | 935 | 935 | | $1,150 3.85%, Jun 2028 | 1,147 | $1,350 4.25%, Jun 2048 | 1,332 | 1,331 | | $850 3.875%, Dec 2028 | 847 | $1,100 4.45%, Dec 2048 | 1,087 | 1,087 | | $1,250 4.25%, Jan 2029 | 1,221 | $1,250 3.7%, Aug 2049 | 1,237 | 1,236 | | $400 4.7%, Apr 2029 | 398 | $1,250 2.9%, May 2050 | 1,212 | 1,211 | | $900 4%, May 2029 | 854 | $2,000 3.25%, May 2051 | 1,972 | 1,972 | | $1,000 2.875%, Aug 2029 | 902 | $2,000 4.75%, May 2052 | 1,966 | 1,966 | | $1,250 4.8%, Jan 2030 | 1,225 | $2,000 5.875%, Feb 2053 | 1,968 | 1,968 | | $1,250 5.3%, Feb 2030 | 1,243 | $2,000 5.05%, Apr 2053 | 1,969 | 1,969 | | $1,250 2%, May 2030 | 1,240 | $1,750 5.375%, Apr 2054 | 1,729 | — | | $1,000 4.9%, Apr 2031 | 982 | $2,750 5.625%, Jul 2054 | 2,724 | — | | $1,500 2.3%, May 2031 | 1,271 | $1,250 3.875%, Aug 2059 | 1,229 | 1,229 | | $1,500 4.95%, Jan 2032 | 1,489 | $1,000 3.125%, May 2060 | 967 | 966 | | $1,500 4.2%, May 2032 | 1,372 | $1,000 4.95%, May 2062 | 981 | 981 | | $2,000 5.35%, Feb 2033 | 1,966 | $1,500 6.05%, Feb 2063 | 1,466 | 1,466 | | $1,500 4.5%, Apr 2033 | 1,410 | $1,750 5.2%, Apr 2063 | 1,710 | 1,709 | | $1,250 5%, Apr 2034 | 1,214 | $1,100 5.5%, Apr 2064 | 1,085 | — | | $2,000 5.15%, Jul 2034 | 1,959 | $1,850 5.75%, Jul 2064 | 1,822 | — | | | | Total short-term borrowings and long-term debt | $76,180 | $61,473 | The Company’s long-term debt obligations also included $0.7 billion and $1.1 billion of other financing obligations, of which $197 million and $188 million were current as of December 31, 2024 and 2023, respectively. Maturities of short-term borrowings and long-term debt for the years ending December 31 are as follows: | (in millions) | | | --- | --- | | 2025 | $4,548 | | 2026 | 3,756 | | 2027 | 3,531 | | 2028 | 3,106 | | 2029 | 3,656 | | Thereafter | 59,908 | #### Short-Term Borrowings Commercial paper consists of short-duration, senior unsecured debt privately placed on a discount basis through broker-dealers. As of December 31, 2024, the Company’s outstanding commercial paper had a weighted-average annual interest rate of 4.4%. The Company has $7.0 billion five-year, $7.0 billion three-year and $7.0 billion 364-day revolving bank credit facilities with 26 banks, which mature in December 2029, December 2027 and December 2025, respectively. These facilities provide full liquidity support for the Company’s commercial paper program and are available for general corporate purposes. As of December 31, 2024, no amounts had been drawn on any of the bank credit facilities. The annual interest rates, which are variable based on term, are calculated based on one-month term Secured Overnight Financing Rate (SOFR) plus a SOFR Adjustment of 10 basis points plus a credit spread based on the Company’s senior unsecured credit ratings. If amounts had been drawn on the bank credit facilities as of December 31, 2024, annual interest rates would have ranged from 4.9% to 7.5%. #### Debt Covenants As of December 31, 2024, the Company was in compliance with the various covenants under its bank credit facilities. #### 9. Income Taxes The current income tax provision reflects the tax consequences of revenues and expenses currently taxable or deductible on various income tax returns for the year reported. The deferred income tax provision or benefit generally reflects the net change in deferred income tax assets and liabilities during the year, excluding any deferred income tax assets and liabilities of acquired businesses. The components of income before income taxes, based upon tax jurisdiction, for the years ended December 31 are as follows: | (in millions) | 2024 | 2023 | 2022 | | --- | --- | --- | --- | | Income before income taxes: | | | | | Domestic | $28,264 | $29,210 | $26,685 | | Foreign | (8,193) | (98) | (342) | | Total income before income taxes | $20,071 | $29,112 | $26,343 | The components of the provision for income taxes for the years ended December 31 are as follows: | (in millions) | 2024 | 2023 | 2022 | | --- | --- | --- | --- | | Current Provision: | | | | | Federal | $3,453 | $4,418 | $4,842 | | State and local | 416 | 716 | 855 | | Foreign | 1,256 | 1,079 | 680 | | Total current provision | 5,125 | 6,213 | 6,377 | | Deferred benefit | (296) | (245) | (673) | | Total provision for income taxes | $4,829 | $5,968 | $5,704 | The reconciliation of the tax provision at the U.S. federal statutory rate to the provision for income taxes and the effective tax rate for the years ended December 31 is as follows: | (in millions, except percentages) | 2024 | 2023 | 2022 | | --- | --- | --- | --- | | Tax provision at the U.S. federal statutory rate | $21.0% | $21.0% | $21.0% | | State income taxes, net of federal benefit | 1.7 | 2.0 | 2.4 | | Share-based awards - excess tax benefit | (0.5) | (0.3) | (0.4) | | Non-deductible compensation | 0.9 | 0.6 | 0.6 | | Foreign rate differential | (1.8) | (1.5) | (1.0) | | Tax effect of dispositions and other strategic transactions | 6.1 | (0.1) | (0.8) | | Other, net | (3.3) | (1.2) | (0.1) | | Provision for income taxes | $24.1% | $20.5% | $21.7% | Deferred income tax assets and liabilities are recognized for the differences between the financial and income tax reporting bases of assets and liabilities based on enacted tax rates and laws. The components of deferred income tax assets and liabilities as of December 31 are as follows: | (in millions) | 2024 | 2023 | | --- | --- | --- | | Deferred income tax assets: | | | | Accrued expenses and allowances | $1,055 | $754 | | U.S. federal and state net operating loss carryforwards | 442 | 417 | | Share-based compensation | 189 | 173 | | Nondeductible liabilities | 343 | 329 | | Non-U.S. tax loss carryforwards | 21 | 1,061 | | Lease liability | 846 | 930 | | Net unrealized losses on investments | 669 | 586 | | Other-domestic | 597 | 327 | | Other-non-U.S. | 59 | 484 | | Subtotal | 4,221 | 5,061 | | Less: valuation allowances | (397) | (366) | | Total deferred income tax assets | 3,824 | 4,695 | | Deferred income tax liabilities: | | | | U.S. federal and state intangible assets | (4,479) | (3,712) | | Non-U.S. goodwill and intangible assets | (82) | (731) | | Capitalized software | (288) | (415) | | Depreciation and amortization | (400) | (371) | | Prepaid expenses | (374) | (326) | | Outside basis in partnerships | (960) | (811) | | Lease right-of-use asset | (833) | (914) | | Other-non-U.S. | (28) | (436) | | Total deferred income tax liabilities | (7,444) | (7,716) | | Net deferred income tax liabilities | $(3,620) | $(3,021) | Valuation allowances are provided when it is considered more likely than not deferred tax assets will not be realized. The valuation allowances primarily relate to future tax benefits on certain federal, state and non-U.S. net operating loss carryforwards. Substantially all of the federal net operating loss carryforwards have indefinite carryforward periods; state net operating loss carryforwards expire beginning in 2025 through 2044, with some having an indefinite carryforward period. Additionally, as of December 31, 2024, the Company has historical non-U.S. net operating loss carryforwards for which a deferred tax asset and valuation allowance of $4.1 billion are not established because realization of the loss carryforwards is remote. As of December 31, 2024, except for subsidiaries held for sale, the Company’s undistributed earnings from non-U.S. subsidiaries are intended to be indefinitely reinvested in non-U.S. operations, and therefore no U.S. deferred taxes have been recorded. Taxes payable on the remittance of such earnings would be minimal. A reconciliation of the beginning and ending amount of unrecognized tax benefits as of December 31 is as follows: | (in millions) | 2024 | 2023 | 2022 | | --- | --- | --- | --- | | Gross unrecognized tax benefits, beginning of period | $3,716 | $3,081 | $2,310 | | Gross increases: | | | | | Current year tax positions | 578 | 782 | 586 | | Prior year tax positions | 10 | 97 | 206 | | Gross decreases: | | | | | Prior year tax positions | (121) | (212) | (21) | | Statute of limitations lapses and settlements | (60) | (32) | — | | Gross unrecognized tax benefits, end of period | $4,123 | $3,716 | $3,081 | The Company believes it is reasonably possible its liability for unrecognized tax benefits will decrease in the next twelve months by $101 million as a result of audit settlements and the expiration of statutes of limitations. The Company classifies net interest and penalties associated with uncertain income tax positions as income taxes within its Consolidated Statements of Operations. During the years ended December 31, 2024, 2023 and 2022, the Company recognized $210 million, $177 million and $64 million of net interest and penalties, respectively. The Company had $637 million and $430 million of accrued interest and penalties for uncertain tax positions as of December 31, 2024 and 2023, respectively. These amounts are not included in the reconciliation above. As of December 31, 2024, there were $2.0 billion of unrecognized tax benefits which, if recognized, would affect the effective tax rate. The Company currently files income tax returns in the United States, various states and localities and non-U.S. jurisdictions. The U.S. Internal Revenue Service (IRS) has completed exams on the consolidated income tax returns for fiscal years 2016 and prior. The Company’s 2017 through 2020 tax years are under review by the IRS under its Compliance Assurance Program. The Company is no longer subject to state income tax examinations prior to the 2015 tax year. The Company is subject to examination in non-U.S. jurisdictions for years 2015 and forward. #### 10. Shareholders' Equity #### Regulatory Capital and Dividend Restrictions The Company’s regulated insurance and HMO subsidiaries are subject to regulations and standards in their respective jurisdictions. These standards, among other things, require these subsidiaries to maintain specified levels of statutory capital, as defined by each jurisdiction, and restrict the timing and amount of dividends and other distributions which may be paid to their parent companies. In the United States, most of these state regulations and standards are generally consistent with model regulations established by the NAIC. These standards generally permit dividends to be paid from statutory unassigned surplus of the regulated subsidiary and are limited based on the regulated subsidiary’s level of statutory net income and statutory capital and surplus. These dividends are referred to as “ordinary dividends” and generally may be paid without prior regulatory approval. If the dividend, together with other dividends paid within the preceding twelve months, exceeds a specified statutory limit or is paid from sources other than earned surplus, it is generally considered an “extraordinary dividend” and must receive prior regulatory approval. For the year ended December 31, 2024, the Company’s domestic insurance and HMO subsidiaries paid their parent companies dividends of $9.2 billion, including $2.6 billion of extraordinary dividends. For the year ended December 31, 2023, the Company’s domestic insurance and HMO subsidiaries paid their parent companies dividends of $8.0 billion, including $4.9 billion of extraordinary dividends. The Company's financially regulated subsidiaries had estimated aggregate statutory capital and surplus of $37.8 billion as of December 31, 2024. The estimated statutory capital and surplus necessary to satisfy regulatory requirements of the Company's financially regulated subsidiaries was approximately $20.4 billion as of December 31, 2024. Optum Bank must meet minimum capital requirements of the FDIC under the capital adequacy rules to which it is subject. At December 31, 2024, the Company believes Optum Bank met the FDIC requirements to be considered “Well Capitalized.” #### Share Repurchase Program Under its Board of Directors’ authorization, the Company maintains a share repurchase program. The objectives of the share repurchase program are to optimize the Company’s capital structure and cost of capital, thereby improving returns to shareholders, as well as to offset the dilutive impact of share-based awards. Repurchases may be made from time to time in open market purchases or other types of transactions (including prepaid or structured share repurchase programs), subject to certain restrictions. In June 2024, the Board of Directors amended the Company’s share repurchase program to authorize the repurchase of up to 35 million shares of its common stock, 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. A summary of common share repurchases for the years ended December 31, 2024 and 2023 is as follows: | (in millions, except per share data) | Years Ended December 31, 2024 | Years Ended December 31, 2023 | | --- | --- | --- | | Common share repurchases, shares | 17 | 16 | | Common share repurchases, average price per share | $529.85 | $493.79 | | Common share repurchases, aggregate cost | $8,942 | $8,000 | | Board authorized shares remaining | 33 | 15 | #### Dividends In June 2024, the Company’s Board of Directors increased the Company’s quarterly cash dividend to shareholders to an annual rate of $8.40 compared to $7.52 per share, which the Company had paid since June 2023. Declaration and payment of future quarterly dividends is at the discretion of the Board and may be adjusted as business needs or market conditions change. The following table provides details of the Company’s 2024 dividend payments: | Payment Date | Amount per Share | Total Amount Paid | | --- | --- | --- | | | | (in millions) | | March 19 | $1.88 | $1,729 | | June 25 | 2.10 | 1,935 | | September 24 | 2.10 | 1,937 | | December 17 | 2.10 | 1,932 | #### 11. Share-Based Compensation The Company’s outstanding share-based awards consist mainly of non-qualified stock options and restricted shares. As of December 31, 2024, the Company had 48 million shares available for future grants of share-based awards under the 2020 Stock Incentive Plan. As of December 31, 2024, there were 16 million shares of common stock available for issuance under the ESPP. #### Stock Options Stock option activity for the year ended December 31, 2024 is summarized in the table below: _(in millions) - (in years) - (in millions)_ | Line item | Shares | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Life | Aggregate Intrinsic Value | | --- | --- | --- | --- | --- | | Outstanding at beginning of period | 21 | $320 | | | | Granted | 3 | 522 | | | | Exercised | (6) | 253 | | | | Forfeited | (1) | 480 | | | | Outstanding at end of period | 17 | 370 | 5.6 | $2,338 | | Exercisable at end of period | 10 | 298 | 4.2 | 2,115 | | Vested and expected to vest, end of period | 17 | 368 | 5.5 | 2,335 | #### Restricted Shares Restricted share activity for the year ended December 31, 2024 is summarized in the table below: | (shares in millions) | Shares | Weighted-Average Grant Date Fair Valueper Share | | --- | --- | --- | | Nonvested at beginning of period | 4 | $449 | | Granted | 2 | 523 | | Vested | (2) | 435 | | Nonvested at end of period | 4 | 489 | Other Share-Based Compensation Data | (in millions, except per share amounts) | For the Years Ended December 31, 2024 | For the Years Ended December 31, 2023 | For the Years Ended December 31, 2022 | | --- | --- | --- | --- | | Stock Options | | | | | Weighted-average grant date fair value of shares granted, per share | $138 | $134 | $116 | | Total intrinsic value of stock options exercised | 1,886 | 1,325 | 1,419 | | Restricted Shares | | | | | Weighted-average grant date fair value of shares granted, per share | 523 | 493 | 483 | | Total fair value of restricted shares vested | 690 | 803 | 760 | | Employee Stock Purchase Plan | | | | | Number of shares purchased | 1 | 1 | 1 | | Share-Based Compensation Items | | | | | Share-based compensation expense, before tax | $1,018 | $1,059 | $925 | | Share-based compensation expense, net of tax effects | 896 | 937 | 836 | | Income tax benefit realized from share-based award exercises | 216 | 231 | 207 | | (in millions, except years) | December 31, 2024 | | --- | --- | | Unrecognized compensation expense related to share awards | $1,099 | | Weighted-average years to recognize compensation expense | 1.3 | #### Share-Based Compensation Recognition and Estimates The principal assumptions the Company used in calculating grant-date fair value for stock options were as follows: | Line item | For the Years Ended December 31, 2024 | For the Years Ended December 31, 2023 | For the Years Ended December 31, 2022 | | --- | --- | --- | --- | | Risk-free interest rate | 3.6% - 4.4% | 3.8% - 4.6% | 1.9% - 4.3% | | Expected volatility | 25.5% - 30.7% | 29.7% - 30.6% | 30.6% - 30.8% | | Expected dividend yield | 1.4% - 1.5% | 1.3% - 1.5% | 1.2% | | Forfeiture rate | 5.0% | 5.0% | 5.0% | | Expected life in years | 4.6 | 4.6 | 4.7 | Risk-free interest rates are based on U.S. Treasury yields in effect at the time of grant. Expected volatilities are based on the historical volatility of the Company’s common stock and the implied volatility from exchange-traded options on the Company’s common stock. Expected dividend yields are based on the per share cash dividend paid by the Company. The Company uses historical data to estimate option exercises and forfeitures within the valuation model. The expected lives of options granted represent the periods of time the awards granted are expected to be outstanding based on historical exercise patterns. #### Other Employee Benefit Plans The Company offers a 401(k) plan for its employees. Compensation expense related to this plan was not material for the years ended December 31, 2024, 2023 and 2022. In addition, the Company maintains non-qualified, deferred compensation plans, which allow certain members of senior management and executives to defer portions of their salary or bonus. The deferrals are recorded within long-term investments with an approximately equal amount in other liabilities in the Consolidated Balance Sheets. The total deferrals are distributable based upon termination of employment or other periods, as elected under each plan and were $2.1 billion and $1.9 billion as of December 31, 2024 and 2023, respectively. #### 12. Commitments and Contingencies #### Leases Operating lease costs, including immaterial variable and short-term lease costs, were $1.4 billion, $1.4 billion and $1.3 billion for the years ended December 31, 2024, 2023 and 2022, respectively. Cash payments made on the Company’s operating lease liabilities were $1.1 billion, $1.1 billion and $1.0 billion for the years ended December 31, 2024, 2023 and 2022, respectively, which were classified within operating activities in the Consolidated Statements of Cash Flows. As of December 31, 2024, the Company’s weighted-average remaining lease term and weighted-average discount rate for its operating leases were 9.5 years and 4.7%, respectively. As of December 31, 2024, future minimum annual lease payments under all non-cancelable operating leases were as follows: | (in millions) | Future Minimum Lease Payments | Future Minimum Lease Payments | | --- | --- | --- | | 2025 | $ | $1,014 | | 2026 | 876 | | | 2027 | 688 | | | 2028 | 568 | | | 2029 | 583 | | | Thereafter | 2,465 | | | Total future minimum lease payments | 6,194 | | | Less imputed interest | (1,305) | | | Total | $ | $4,889 | #### Other Commitments The Company provides guarantees related to its service level under certain contracts. If minimum standards are not met, the Company may be financially at risk up to a stated percentage of the contracted fee or a stated dollar amount. None of the amounts accrued, paid or charged to income for service level guarantees were material as of December 31, 2024, 2023 or 2022. #### Pending Acquisitions As of December 31, 2024, the Company has 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 $4 billion. #### Legal Matters The Company is frequently made party to a variety of legal actions and regulatory inquiries, including class actions and suits brought by members, care providers, consumer advocacy organizations, customers and regulators, relating to the Company’s businesses, including management and administration of health benefit plans and other services. These matters include medical malpractice, employment, intellectual property, antitrust, privacy and contract claims and claims related to health care benefits coverage and other business practices. The Company records liabilities for its estimates of probable costs resulting from these matters where appropriate. Estimates of costs resulting from legal and regulatory matters involving the Company are inherently difficult to predict, particularly where the matters: involve indeterminate claims for monetary damages or may involve fines, penalties or punitive damages; present novel legal theories or represent a shift in regulatory policy; involve a large number of claimants or regulatory bodies; are in the early stages of the proceedings; or could result in a change in business practices. Accordingly, the Company is often unable to estimate the losses or ranges of losses for those matters where there is a reasonable possibility or it is probable a loss may be incurred. #### Government Investigations, Audits and Reviews The Company has been involved or is currently involved in various governmental investigations, audits and reviews. These include routine, regular and special investigations, audits and reviews by CMS, state insurance and health and welfare departments, state attorneys general, the Office of the Inspector General, the Office of Personnel Management, the Office for Civil Rights, the Government Accountability Office, the Federal Trade Commission, U.S. Congressional committees, the U.S. Department of Justice (DOJ), the SEC, the IRS, the U.S. Drug Enforcement Administration, the U.S. Department of Labor, the FDIC, the Consumer Financial Protection Bureau, the Defense Contract Audit Agency, the Food and Drug Administration and other governmental authorities. Similarly, the Company’s international businesses are also subject to investigations, audits and reviews by applicable foreign governments and other non-U.S. governmental authorities. Certain of the Company’s businesses have been reviewed or are currently under review, including for, among other matters, compliance with coding and other requirements under the Medicare risk-adjustment model. CMS has selected certain of the Company’s local plans for risk adjustment data validation (RADV) audits to validate the coding practices of and supporting documentation maintained by health care providers and such audits may result in retrospective adjustments to payments made to the Company’s health plans. On February 14, 2017, the DOJ announced its decision to pursue certain claims within a lawsuit initially asserted against the Company and filed under seal by a whistleblower in 2011. The whistleblower’s complaint, which was unsealed on February 15, 2017, alleges the Company made improper risk adjustment submissions and violated the False Claims Act. On February 12, 2018, the court granted in part and denied in part the Company’s motion to dismiss. In May 2018, the DOJ moved to dismiss the Company’s counterclaims, which were filed in March 2018, and moved for partial summary judgment. In March 2019, the court denied the government’s motion for partial summary judgment and dismissed the Company’s counterclaims without prejudice. The Company cannot reasonably estimate the outcome which may result from this matter given its procedural status. #### 13. Dispositions and Held for Sale During the year ended December 31, 2024, the Company completed or initiated various business portfolio refinement and asset disposition activities. The Company recorded a loss of $7.1 billion related to the sale of its Brazil operations, of which $4.1 billion related to the impact of cumulative foreign currency translation losses previously included in accumulated other comprehensive loss, and a loss of $1.2 billion related to the reclassification of the Company’s remaining South American operations as held for sale, of which $855 million related to the impact of cumulative foreign currency translation losses. As these losses relate to our strategic exit of South American markets and include significant losses related to foreign currency translation effects, these losses are included within loss on sale of subsidiary and subsidiaries held for sale on the Consolidated Statement of Operations. The sales of the Company’s remaining South American assets are expected to close within a year, subject to regulatory and other customary closing conditions. Assets and liabilities held for sale have been included within prepaid and other current assets and other current liabilities on the Consolidated Balance Sheet, respectively. The assets and liabilities of the Brazil and held for sale disposal groups as of the date of the sale and as of December 31, 2024, respectively, were as follows: | (in millions) | Brazil Disposition | Businesses Held for Sale | | --- | --- | --- | | Assets | | | | Cash and cash equivalents | $778 | $219 | | Accounts receivable and other current assets | 515 | 573 | | Long-term investments | 788 | 41 | | Property, equipment and capitalized software | 1,052 | 641 | | Deferred tax assets | 1,035 | — | | Goodwill and other intangible assets | 317 | 413 | | Other long-term assets | 439 | 231 | | Remeasurement of assets of businesses held for sale to fair value less cost to sell(1) | — | (1,224) | | Total assets | $4,924 | $894 | | Liabilities | | | | Medical costs payable | $701 | $179 | | Accounts payable and other current liabilities | 834 | 338 | | Other long-term liabilities | 136 | 504 | | Total liabilities | $1,671 | $1,021 | (1) Includes the effect of $855 million of cumulative foreign currency translation losses and $56 million of noncontrolling interests. As a result of continued portfolio refinement, the Company sold other businesses and assets and entered into strategic transactions. These transactions resulted in total consideration received of $3.0 billion and an additional $1.9 billion of equity method investments related to the valuation of our retained interests in certain transactions. The carrying value for these transactions was $1.0 billion, primarily related to goodwill. The gains from business portfolio refinement, including strategic transactions, were recorded within operating costs in the Consolidated Statement of Operations and contributed about 80 basis points ($3.3 billion) to the operating cost ratio, nearly half ($1.4 billion) related to Optum Health with the remainder split between UnitedHealthcare ($1.1 billion) and Optum Insight ($800 million). Certain transactions also included various put and call options, which were valued at $630 million and included in other liabilities on the Consolidated Balance Sheet. As of December 31, 2024 the total estimated future obligation under these arrangements if the Company decided or was required to repurchase these interests was up to $3.4 billion. #### 14. Segment Financial Information Factors used to determine the Company’s reportable segments include the nature of operating activities, economic characteristics, existence of separate senior management teams and the type of information used by the Company’s chief operating decision maker (CODM), which is the Chief Executive Officer, to evaluate its results of operations. Reportable segments with similar economic characteristics, products and services, customers, distribution methods and operational processes which operate in a similar regulatory environment are combined. The CODM uses consolidated expense information and segment earnings from operations to assess performance and determine allocation of resources. The following is a description of the types of products and services from which each of the Company’s four reportable segments derives its revenues: - UnitedHealthcare includes the combined results of operations of UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement and UnitedHealthcare Community & State. The businesses share significant common assets, including a contracted network of physicians, health care professionals, hospitals and other facilities, information technology and consumer engagement infrastructure and other resources. UnitedHealthcare Employer & Individual offers an array of consumer-oriented health benefit plans and services for employers and individuals. UnitedHealthcare Medicare & Retirement provides health care coverage and health and well-being services to individuals age 50 and older, addressing their unique needs. UnitedHealthcare Community & State provides diversified health care benefits products and services to state programs caring for the economically disadvantaged, the medically underserved and those without the benefit of employer-funded health care coverage. - Optum Health focuses on care delivery, including value-based care; care management; wellness and consumer engagement and health financial services. Optum Health is building a comprehensive, connected health care delivery and engagement platform by directly providing high-quality care, helping people manage chronic and complex health needs, and proactively engaging consumers in managing their health through in-person, in-home, virtual and digital clinical platforms. - Optum Insight brings together advanced analytics, technology and health care expertise to deliver integrated services and solutions. Hospital systems, physicians, health plans, governments, life sciences companies and other organizations depend on Optum Insight to help them improve performance, achieve efficiency, reduce costs, meet compliance mandates and modernize their core operating systems to meet the changing needs of the health system. - Optum Rx offers pharmacy care services and programs, including retail network contracting, home delivery, specialty and community health pharmacy services, infusion, purchasing and clinical capabilities, and develops programs in areas such as step therapy, formulary management, drug adherence and disease and drug therapy management. Optum Rx integrates pharmacy and medical care and is positioned to serve patients with complex clinical needs and consumers looking for a better digital pharmacy experience with transparent pricing. The Company’s accounting policies for reportable segment operations are consistent with those described in the Summary of Significant Accounting Policies (see [Note 2](#i5df38065a2cf44208c456280ada6b201_103)). Transactions between reportable segments principally consist of sales of pharmacy care products and services to UnitedHealthcare customers by Optum Rx; care delivery, care management services and certain product offerings sold to UnitedHealthcare by Optum Health; and health information and technology solutions, consulting and other services sold to UnitedHealthcare by Optum Insight. These transactions are recorded at management’s estimate of fair value. Transactions with affiliated customers are eliminated in consolidation. Assets and liabilities jointly used are assigned to each reportable segment using estimates of pro-rata usage. Cash and investments are assigned so each reportable segment has working capital and/or at least minimum specified levels of regulatory capital. As a percentage of the Company’s total consolidated revenues, premium revenues from CMS were 40%, 40% and 38% for the years ended December 31, 2024, 2023 and 2022, respectively, most of which were generated by UnitedHealthcare Medicare & Retirement and included in the UnitedHealthcare segment. U.S. customer revenue represented approximately 99%, 97% and 97% of consolidated total revenues for 2024, 2023 and 2022, respectively. Long-lived fixed assets located in the United States represented approximately 92% and 82% of the total long-lived fixed assets as of December 31, 2024 and 2023, respectively. The non-U.S. revenues and fixed assets are primarily related to UnitedHealthcare Employer & Individual’s international businesses. The following table presents the reportable segment financial information: | (in millions) | United Healthcare | Optum / Optum Health | Optum / Optum Insight | Optum / Optum Rx | Optum / Optum Eliminations | Optum | Corporate and Eliminations | Consolidated | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 2024 | | | | | | | | | | Revenues - unaffiliated customers: | | | | | | | | | | Premiums | $286,004 | $22,806 | — | — | — | $22,806 | — | $308,810 | | Products | — | 277 | 174 | 49,775 | — | 50,226 | — | 50,226 | | Services | 9,791 | 16,153 | 6,466 | 3,630 | — | 26,249 | — | 36,040 | | Total revenues - unaffiliated customers | 295,795 | 39,236 | 6,640 | 53,405 | — | 99,281 | — | 395,076 | | Total revenues - affiliated customers | — | 63,883 | 11,881 | 79,512 | (4,389) | 150,887 | (150,887) | — | | Investment and other income | 2,413 | 2,239 | 236 | 314 | — | 2,789 | — | 5,202 | | Total revenues | $298,208 | $105,358 | $18,757 | $133,231 | $(4,389) | $252,957 | $(150,887) | $400,278 | | Total operating costs (a) | $282,624 | $97,588 | $15,660 | $127,395 | $(4,389) | $236,254 | $(150,887) | $367,991 | | Earnings from operations | $15,584 | $7,770 | $3,097 | $5,836 | — | $16,703 | — | $32,287 | | Interest expense | — | — | — | — | — | — | (3,906) | (3,906) | | Loss on sale of subsidiary and subsidiaries held for sale | (8,310) | — | — | — | — | — | — | (8,310) | | Earnings before income taxes | $7,274 | $7,770 | $3,097 | $5,836 | — | $16,703 | $(3,906) | $20,071 | | Total assets | $119,009 | $96,472 | $34,452 | $59,086 | — | $190,010 | $(10,741) | $298,278 | | Purchases of property, equipment and capitalized software | 781 | 1,008 | 1,291 | 419 | — | 2,718 | — | 3,499 | | Depreciation and amortization | 889 | 1,123 | 1,294 | 793 | — | 3,210 | — | 4,099 | | 2023 | | | | | | | | | | Revenues - unaffiliated customers: | | | | | | | | | | Premiums | $269,052 | $21,775 | — | — | — | $21,775 | — | $290,827 | | Products | — | 207 | 162 | 42,214 | — | 42,583 | — | 42,583 | | Services | 10,057 | 14,109 | 7,760 | 2,197 | — | 24,066 | — | 34,123 | | Total revenues - unaffiliated customers | 279,109 | 36,091 | 7,922 | 44,411 | — | 88,424 | — | 367,533 | | Total revenues - affiliated customers | — | 57,696 | 10,896 | 71,484 | (3,703) | 136,373 | (136,373) | — | | Investment and other income | 2,251 | 1,532 | 114 | 192 | — | 1,838 | — | 4,089 | | Total revenues | $281,360 | $95,319 | $18,932 | $116,087 | $(3,703) | $226,635 | $(136,373) | $371,622 | | Total operating costs (a) | $264,945 | $88,759 | $14,664 | $110,972 | $(3,703) | $210,692 | $(136,373) | $339,264 | | Earnings from operations | $16,415 | $6,560 | $4,268 | $5,115 | — | $15,943 | — | $32,358 | | Interest expense | — | — | — | — | — | — | (3,246) | (3,246) | | Earnings before income taxes | $16,415 | $6,560 | $4,268 | $5,115 | — | $15,943 | $(3,246) | $29,112 | | Total assets | $110,943 | $89,432 | $34,173 | $51,266 | — | $174,871 | $(12,094) | $273,720 | | Purchases of property, equipment and capitalized software | 866 | 1,199 | 974 | 347 | — | 2,520 | — | 3,386 | | Depreciation and amortization | 989 | 1,058 | 1,229 | 696 | — | 2,983 | — | 3,972 | | 2022 | | | | | | | | | | Revenues - unaffiliated customers: | | | | | | | | | | Premiums | $238,783 | $18,374 | — | — | — | $18,374 | — | $257,157 | | Products | — | 72 | 180 | 37,172 | — | 37,424 | — | 37,424 | | Services | 10,035 | 10,917 | 4,996 | 1,603 | — | 17,516 | — | 27,551 | | Total revenues - unaffiliated customers | 248,818 | 29,363 | 5,176 | 38,775 | — | 73,314 | — | 322,132 | | Total revenues - affiliated customers | — | 40,883 | 9,288 | 60,936 | (2,760) | 108,347 | (108,347) | — | | Investment and other income | 923 | 928 | 117 | 62 | — | 1,107 | — | 2,030 | | Total revenues | $249,741 | $71,174 | $14,581 | $99,773 | $(2,760) | $182,768 | $(108,347) | $324,162 | | Total operating costs (a) | $235,362 | $65,142 | $10,993 | $95,337 | $(2,760) | $168,712 | $(108,347) | $295,727 | | Earnings from operations | $14,379 | $6,032 | $3,588 | $4,436 | — | $14,056 | — | $28,435 | | Interest expense | — | — | — | — | — | — | (2,092) | (2,092) | | Earnings before income taxes | $14,379 | $6,032 | $3,588 | $4,436 | — | $14,056 | $(2,092) | $26,343 | | Total assets | $107,094 | $68,950 | $31,090 | $47,476 | — | $147,516 | $(8,905) | $245,705 | | Purchases of property, equipment and capitalized software | 799 | 997 | 698 | 308 | — | 2,003 | — | 2,802 | | Depreciation and amortization | 973 | 943 | 841 | 643 | — | 2,427 | — | 3,400 | (a) Total operating costs include medical costs, operating costs, cost of products sold and depreciation and amortization, as applicable for each reportable segment. ## ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ## ITEM 9A. CONTROLS AND PROCEDURES ### EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act) designed to provide reasonable assurance the information required to be disclosed by us in reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms; and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. In connection with the filing of this Annual Report on Form 10-K, management evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2024. ### CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2024 which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Report of Management on Internal Control Over Financial Reporting as of December 31, 2024 Management of UnitedHealth Group Incorporated and Subsidiaries (the Company) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control system is designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on our assessment and the COSO criteria, we believe that, as of December 31, 2024, the Company maintained effective internal control over financial reporting. The Company’s independent registered public accounting firm has audited the Company’s internal control over financial reporting as of December 31, 2024, as stated in the [Report of Independent Registered Public Accounting Firm](#i5df38065a2cf44208c456280ada6b201_217), appearing under Item 9A. ### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of UnitedHealth Group Incorporated and Subsidiaries: ### Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of UnitedHealth Group Incorporated and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 27, 2025, expressed an unqualified opinion on those financial statements. ### Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control Over Financial Reporting as of December 31, 2024. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. ### Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ DELOITTE & TOUCHE LLP Minneapolis, Minnesota February 27, 2025 ## ITEM 9B. OTHER INFORMATION ### Trading Arrangements During the quarter ended December 31, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or under any non-Rule 10b5-1 trading arrangement. ## ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not Applicable. ### PART III ## ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following sets forth certain information regarding our directors as of February 27, 2025, including their name and principal occupation or employment: Charles Baker Michele Hooper President National Collegiate Athletic Association Lead Independent Director UnitedHealth Group President and Chief Executive Officer The Directors’ Council Timothy Flynn F. William McNabb III Retired Chair KPMG International Former Chairman and Chief Executive Officer The Vanguard Group, Inc. Paul Garcia Valerie Montgomery Rice, M.D. Retired Chair and Chief Executive Officer Global Payments Inc. President and Chief Executive Officer Morehouse School of Medicine Kristen Gil John Noseworthy, M.D. Former Vice President and Business Finance Officer Alphabet Inc. Former Chief Executive Officer and President Mayo Clinic Stephen Hemsley Andrew Witty Chair UnitedHealth Group Chief Executive Officer UnitedHealth Group Pursuant to General Instruction G(3) to Form 10-K and the Instruction to Item 401 of Regulation S-K, information regarding our executive officers is provided in [Part I, Item 1](#i5df38065a2cf44208c456280ada6b201_13) under the caption “Information About our Executive Officers.” We have adopted a code of ethics applicable to our principal executive officer and other senior financial officers, who include our principal financial officer, principal accounting officer, controller and persons performing similar functions. The code of ethics, entitled Code of Conduct: Our Principles of Ethics and Integrity, is posted on our website at www.unitedhealthgroup.com. For information about how to obtain the Code of Conduct, see [Part I, Item 1, “Business.”](#i5df38065a2cf44208c456280ada6b201_13) We intend to satisfy the SEC’s disclosure requirements regarding amendments to, or waivers of, the code of ethics for our senior financial officers by posting such information on our website indicated above. The remaining information required by Items 401, 405, 406 and 407(c)(3), (d)(4) and (d)(5) of Regulation S-K will be included under the headings “Corporate Governance” and “Proposal 1-Election of Directors” in our definitive proxy statement for our 2025 Annual Meeting of Shareholders, and such required information is incorporated herein by reference. The information required by Item 408(b) of Regulation S-K will be included under the heading “Insider Trading Policy” in our definitive proxy statement for our 2025 Annual Meeting of Shareholders, and such required information is incorporated herein by reference. A copy of our insider trading policy is filed as Exhibit 19.1 to this Form 10-K. ## ITEM 11. EXECUTIVE COMPENSATION The information required by Items 402 and 407(e)(4) and (e)(5) of Regulation S-K will be included under the headings “Executive Compensation,” “Director Compensation,” “Corporate Governance - Risk Oversight” and “Compensation Committee Interlocks and Insider Participation” in our definitive proxy statement for our 2025 Annual Meeting of Shareholders, and such required information is incorporated herein by reference. ## ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS ### Equity Compensation Plan Information The following table sets forth certain information as of December 31, 2024, concerning shares of common stock authorized for issuance under all of our equity compensation plans: _(in millions) · (in millions)_ | Plan category | (a)Number of securitiesto be issued upon exercise of outstanding options, warrants and rights | (c)Number of securitiesremaining available forfuture issuance underequity compensation plans (excluding securities reflected in column (a)) | | --- | --- | --- | | Equity compensation plans approved by shareholders (1) | 17 | $64 | | Equity compensation plans not approved by shareholders (2) | — | — | | Total (2) | 17 | $64 | (1) Consists of the UnitedHealth Group Incorporated 2020 Stock Incentive Plan (the “2020 Stock Incentive Plan”), as amended, and the UnitedHealth Group 1993 Employee Stock Purchase Plan, as amended (the “ESPP”). (2) Excludes 60,000 shares underlying stock options assumed by us in connection with acquisitions. These options have a weighted-average exercise price of $373 and an average remaining term of approximately 2.4 years. These options are administered pursuant to the terms of the plans under which the options originally were granted. No future awards will be granted under these acquired plans. (3) Includes 16 million shares of common stock available for future issuance under the ESPP as of December 31, 2024, and 48 million shares available under the 2020 Stock Incentive Plan as of December 31, 2024. Shares available under the 2020 Stock Incentive Plan may become the subject of future awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based awards. The information required by Item 403 of Regulation S-K will be included under the heading “Security Ownership of Certain Beneficial Owners and Management” in our definitive proxy statement for our 2025 Annual Meeting of Shareholders, and such required information is incorporated herein by reference. ## ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by Items 404 and 407(a) of Regulation S-K will be included under the headings “Certain Relationships and Transactions” and “Corporate Governance” in our definitive proxy statement for our 2025 Annual Meeting of Shareholders, and such required information is incorporated herein by reference. ## ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by Item 9(e) of Schedule 14A will be included under the heading “Disclosure of Fees Paid to Independent Registered Public Accounting Firm” in our definitive proxy statement for our 2025 Annual Meeting of Shareholders, and such required information is incorporated herein by reference. ### PART IV ## Item 15. Exhibit and Financial Statement Schedules ### ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) 1. Financial Statements The financial statements are included under Item 8 of this report: - [Reports of Independent Registered Public Accounting Firm.](#i5df38065a2cf44208c456280ada6b201_79) - [Consolidated Balance Sheets as of December 31, 202](#i5df38065a2cf44208c456280ada6b201_82)[4](#i5df38065a2cf44208c456280ada6b201_82)[and 202](#i5df38065a2cf44208c456280ada6b201_82)[3](#i5df38065a2cf44208c456280ada6b201_82)[.](#i5df38065a2cf44208c456280ada6b201_82) - [Consolidated Statements of Operations for the years ended December 31, 202](#i5df38065a2cf44208c456280ada6b201_85)[4](#i5df38065a2cf44208c456280ada6b201_85)[, 202](#i5df38065a2cf44208c456280ada6b201_85)[3](#i5df38065a2cf44208c456280ada6b201_85)[, and 202](#i5df38065a2cf44208c456280ada6b201_85)[2](#i5df38065a2cf44208c456280ada6b201_85)[.](#i5df38065a2cf44208c456280ada6b201_85) - [Consolidated Statements of Comprehensive Income for the years ended December 31, 202](#i5df38065a2cf44208c456280ada6b201_88)[4](#i5df38065a2cf44208c456280ada6b201_88)[, 202](#i5df38065a2cf44208c456280ada6b201_88)[3](#i5df38065a2cf44208c456280ada6b201_88)[, and 202](#i5df38065a2cf44208c456280ada6b201_88)[2](#i5df38065a2cf44208c456280ada6b201_88)[.](#i5df38065a2cf44208c456280ada6b201_88) - [Consolidated Statements of Changes in Equity for the years ended December 31, 202](#i5df38065a2cf44208c456280ada6b201_91)[4](#i5df38065a2cf44208c456280ada6b201_91)[, 202](#i5df38065a2cf44208c456280ada6b201_91)[3](#i5df38065a2cf44208c456280ada6b201_91)[, and 202](#i5df38065a2cf44208c456280ada6b201_91)[2](#i5df38065a2cf44208c456280ada6b201_91)[.](#i5df38065a2cf44208c456280ada6b201_91) - [Consolidated Statements of Cash Flows for the years ended December 31, 202](#i5df38065a2cf44208c456280ada6b201_94)[4](#i5df38065a2cf44208c456280ada6b201_94)[, 202](#i5df38065a2cf44208c456280ada6b201_94)[3](#i5df38065a2cf44208c456280ada6b201_94)[, and 202](#i5df38065a2cf44208c456280ada6b201_94)[2](#i5df38065a2cf44208c456280ada6b201_94)[.](#i5df38065a2cf44208c456280ada6b201_94) - [Notes to the Consolidated Financial Statements.](#i5df38065a2cf44208c456280ada6b201_97) 2. Financial Statement Schedules The following financial statement schedule of the Company is included in Item 15(c): - [Schedule I - Condensed Financial Information of Registrant (Parent Company Only).](#i5df38065a2cf44208c456280ada6b201_250) All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, are inapplicable, or the required information is included in the consolidated financial statements, and therefore have been omitted. (b) The following exhibits are filed or incorporated by reference herein in response to Item 601 of Regulation S-K. The Company files Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K pursuant to the Securities Exchange Act of 1934 under Commission File No. 1‑10864. EXHIBIT INDEX** | | | | --- | --- | | 3.1 | Certificate of Incorporation of UnitedHealth Group Incorporated (incorporated by reference to Exhibit 3.1 to UnitedHealth Group Incorporated’s Registration Statement on Form 8-A/A, Commission File No. 1-10864, filed on July 1, 2015) | | 3.2 | Amended and Restated Bylaws of UnitedHealth Group Incorporated, effective February 23, 2021 (incorporated by reference to Exhibit 3.2 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on February 26, 2021) | | 4.1 | Amended and Restated Indenture, dated as of April 27, 2023, between UnitedHealth Group Incorporated and Wilmington Trust Company, as successor trustee (incorporated by reference to Exhibit 4.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on April 28, 2023) | | 4.2 | Indenture, dated as of February 4, 2008, between UnitedHealth Group Incorporated and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3, SEC File Number 333-149031, filed on February 4, 2008) | | 4.3 | Supplemental Indenture, dated as of April 18, 2023, between UnitedHealth Group Incorporated and U.S. Bank Trust Company, National Association, as trustee, relating to the 6.875% Senior Notes due 2038 (incorporated by reference to Exhibit 4.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on April 24, 2023) | | 4.4 | Description of Common Stock (incorporated by reference to Exhibit 4.5 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2019) | | *10.1 | UnitedHealth Group 2020 Stock Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8, SEC File Number 333-238854, filed on June 1, 2020) | | *10.2 | Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2024 Version) (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2023) | | *10.3 | Form of Agreement for Nonqualified Stock Option Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2024 Version) (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2023) | | *10.4 | Form of Agreement for Performance-Based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2024 Version) (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2023) | \*[10.5](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10512312023.htm) [Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2024 Version) (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2023)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10512312023.htm) \*[10.6](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10612312023.htm) [Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2024 Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10612312023.htm)[https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10612312023.htm](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10612312023.htm)[(incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2023)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10612312023.htm) \*[10.7](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10712312023.htm) [Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2024 Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10712312023.htm)[(incorporated by reference to Exhibit 10.7 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2023)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10712312023.htm) \*[10.8](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10212312022.htm) [Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2023 Version) (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10212312022.htm) \*[10.9](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10312312022.htm) [Form of Agreement for Nonqualified Stock Option Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2023 Version) (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10312312022.htm) \*[10.10](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex104123122.htm) [Form of Agreement for Performance-Based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2023 Version) (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex104123122.htm) \*[10.11](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10512312022.htm) [Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2023 Version) (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10512312022.htm) \*[10.12](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10612312022.htm) [Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2023 Version) (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10612312022.htm) \*[10.13](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10712312022.htm) [Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2023 Version) (incorporated by reference to Exhibit 10.7 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10712312022.htm) \*[10.14](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm) [Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm) \*[10.15](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm) [Form of Agreement for Nonqualified Stock Option Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm) \*[10.16](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex104123121.htm) [Form of Agreement for Performance-Based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex104123121.htm) \*[10.17](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10512312021.htm) [Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10512312021.htm) \*[10.18](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10612312021.htm) [Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10612312021.htm) \*[10.19](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10712312021.htm) [Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (incorporated by reference to Exhibit 10.7 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10712312021.htm) \*[10.20](https://www.sec.gov/Archives/edgar/data/731766/000073176619000005/unhex10112312018.htm) [UnitedHealth Group Incorporated 2011 Stock Incentive Plan, as amended and restated in 2018 (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2018)](https://www.sec.gov/Archives/edgar/data/731766/000073176619000005/unhex10112312018.htm) \*[10.21](https://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1049302015.htm) [Form of Agreement for Non-Qualified Stock Option Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, as amended and restated in 2015, for awards made after January 1, 2016 (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015)](https://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1049302015.htm) \*[10.22](https://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1059302015.htm) [Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, as amended and restated in 2015, for awards made after January 1, 2016 (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015)](https://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1059302015.htm) \*[10.23](https://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1069302015.htm) [Form of Agreement for Performance-based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, as amended and restated in 2015, for awards made after January 1, 2016 (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015)](https://www.sec.gov/Archives/edgar/data/731766/000073176615000049/unhex1069302015.htm) \*[10.24](https://www.sec.gov/Archives/edgar/data/731766/000119312511153414/dex106.htm) [Form of Agreement for Deferred Stock Unit Award to Non-Employee Directors under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on May 27, 2011)](https://www.sec.gov/Archives/edgar/data/731766/000119312511153414/dex106.htm) \*[10.25](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1011.htm) [Form of Agreement for Deferred Stock Unit Award to Non-Employee Directors under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.11 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1011.htm) \*[10.26](https://www.sec.gov/Archives/edgar/data/731766/000073176615000028/exhibit101.htm) [Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on July 1, 2015)](https://www.sec.gov/Archives/edgar/data/731766/000073176615000028/exhibit101.htm) \*[10.27](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000731766/000073176624000081/unh-20231231.htm) [Amended and Restated UnitedHealth Group Incorporated 2008 Executive Incentive Plan, effective as of December 31, 2023 (incorporated by reference to exhibit 10.30 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2023)](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000731766/000073176624000081/unh-20231231.htm) \*[10.28](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex103112312023.htm) [UnitedHealth Group Executive Savings Plan (2024 Statement) (incorporated by reference to Exhibit 10.31 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2023)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex103112312023.htm) \*[10.29](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex102812312022.htm) [Executive Long-Term Disability Program, dated as of January 1, 2021 (incorporated by reference to Exhibit 10.28 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex102812312022.htm) \*[10.30](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex102912312022.htm) [Summary of Non-Management Director Compensation, effective as of October 1, 2022 (incorporated by reference to Exhibit 10.29 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex102912312022.htm) \*[10.31](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex103012312022.htm) [UnitedHealth Group Directors’ Compensation Deferral Plan (2023 Statement) (incorporated by reference to Exhibit 10.30 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex103012312022.htm) \*[10.32](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex103112312022.htm) [Avery Parent Holdings, Inc. 2020 Stock Option and Grant Plan (incorporated by reference to Exhibit 10.31 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex103112312022.htm) \*[10.33](https://www.sec.gov/Archives/edgar/data/731766/000110465922105262/tm2226855d1_ex4-3.htm) [Change Healthcare Inc. 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.3 to UnitedHealth Group Incorporated’s Registration Statement on Form S-8, SEC File Number 333-267716, filed on October 3, 2022)](https://www.sec.gov/Archives/edgar/data/731766/000110465922105262/tm2226855d1_ex4-3.htm) \*[10.34](https://www.sec.gov/Archives/edgar/data/731766/000110465922105262/tm2226855d1_ex4-4.htm) [Amended and Restated HCIT Holdings, Inc. 2009 Equity Incentive Plan (incorporated by reference to Exhibit 4.4 to UnitedHealth Group Incorporated’s Registration Statement on Form S-8, SEC File Number 333-267716, filed on October 3, 2022)](https://www.sec.gov/Archives/edgar/data/731766/000110465922105262/tm2226855d1_ex4-4.htm) \*[10.35](https://www.sec.gov/Archives/edgar/data/731766/000119312517044357/d314258dex44.htm) [Audax Health Solutions, Inc. 2010 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 4.4 to UnitedHealth Group Incorporated’s Post-Effective Amendment No. 1 to Registration Statement on Form S-8, SEC File Number 333-205826, filed on February 15, 2017)](https://www.sec.gov/Archives/edgar/data/731766/000119312517044357/d314258dex44.htm) \*[10.36](https://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex43.htm) [Surgical Care Affiliates, Inc. 2016 Omnibus Long-Term Incentive Plan (incorporated by reference to Exhibit 4.3 to UnitedHealth Group Incorporated’s Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017)](https://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex43.htm) \*[10.37](https://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex44.htm) [Surgical Care Affiliates, Inc. 2013 Omnibus Long-Term Incentive Plan (incorporated by reference to Exhibit 4.4 to UnitedHealth Group Incorporated’s Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017)](https://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex44.htm) \*[10.38](https://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex45.htm) [Surgical Care Affiliates, Inc. Management Equity Incentive Plan (incorporated by reference to Exhibit 4.5 to UnitedHealth Group Incorporated’s Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017)](https://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex45.htm) \*[10.39](https://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex46.htm) [Surgical Care Affiliates, Inc. Directors and Consultants Equity Incentive Plan (incorporated by reference to Exhibit 4.6 to UnitedHealth Group Incorporated’s Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017)](https://www.sec.gov/Archives/edgar/data/731766/000119312517096410/d333512dex46.htm) \*[10.40](https://www.sec.gov/Archives/edgar/data/1157377/000119312515222859/d941681dex101.htm) [The Advisory Board Company Amended and Restated 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to The Advisory Board Company’s Current Report on Form 8-K filed on June 15, 2015)](https://www.sec.gov/Archives/edgar/data/1157377/000119312515222859/d941681dex101.htm) \*[10.41](https://www.sec.gov/Archives/edgar/data/1157377/000129993305006023/exhibit1.htm) [The Advisory Board Company 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to The Advisory Board Company’s Current Report on Form 8-K filed on November 17, 2005)](https://www.sec.gov/Archives/edgar/data/1157377/000129993305006023/exhibit1.htm) \*[10.42](https://www.sec.gov/Archives/edgar/data/731766/000073176616000081/unhex1016302016.htm) [Amended and Restated Employment Agreement, effective as of June 7, 2016, between United HealthCare Services, Inc. and John Rex (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016)](https://www.sec.gov/Archives/edgar/data/731766/000073176616000081/unhex1016302016.htm) \*[10.43](https://www.sec.gov/Archives/edgar/data/731766/000073176621000004/exhibit502.htm) [Amended and Restated Employment Agreement, dated February 3, 2021, between the Company and Andrew P Witty (incorporated by reference to Exhibit 5.02 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on February 8, 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176621000004/exhibit502.htm) \*[10.44](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1038.htm) [Amended and Restated Employment Agreement, effective as of February 12, 2018, between United HealthCare Services, Inc. and Brian R. Thompson (incorporated by reference to Exhibit 10.38 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1038.htm) \*[10.45](unhex104512312024.htm) [Amended and Restated Employment Agreement, effective as of April 1, 2024, between United HealthCare Services, Inc. and Heather Cianfrocco](unhex104512312024.htm) | *10.46 / *10.47 / *10.48 | Employment Agreement, effective as of January 9, 2017, between United Health Care Services, Inc. and Erin Mc Sweeney / Amendment to Employment Agreement, effective as of March 1, 2021, between United Health Care Services, Inc. and Erin Mc Sweeney / Amended and Restated Employment Agreement, effective as of June 4, 2024, between United Health Care Services, Inc. and Christopher Zaetta | | --- | --- | | 19.1 | Insider Trading Policy | | 21.1 | Subsidiaries of UnitedHealth Group Incorporated | | 23.1 | Consent of Independent Registered Public Accounting Firm | | 24.1 | Power of Attorney | | 31.1 | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 32.1 | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | 97.1 | UnitedHealth Group Dodd-Frank Clawback Policy, effective December 1, 2023 (incorporated by reference to Exhibit 97.1 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2023) | | 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | | 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | | 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | | 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | | 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | | 104 | Cover Page Interactive Data File (formatted as Inline XBRL and embedded within Exhibit 101). | \* Denotes management contracts and compensation plans in which certain directors and named executive officers participate and which are being filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K. \*\* Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of instruments defining the rights of certain holders of long-term debt are not filed. The Company will furnish copies thereof to the SEC upon request. (c) Financial Statement Schedule Schedule I - Condensed Financial Information of Registrant (Parent Company Only). ### Schedule I ### REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of UnitedHealth Group Incorporated and Subsidiaries: ### Opinion on the Financial Statement Schedule We have audited the consolidated financial statements of UnitedHealth Group Incorporated and Subsidiaries (the “Company”) as of December 31, 2024 and 2023, and for each of the three years in the period ended December 31, 2024, and the Company’s internal control over financial reporting as of December 31, 2024, and have issued our reports thereon dated February 27, 2025; such reports are included elsewhere in this Form 10-K. Our audits also included the financial statement schedule of the Company listed in the Index at Item 15. This financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statement schedule based on our audits. In our opinion, the financial statement schedule, when considered in relation to the consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. /s/ DELOITTE & TOUCHE LLP Minneapolis, Minnesota February 27, 2025 ### Schedule I Condensed Financial Information of Registrant (Parent Company Only) UnitedHealth Group ### Condensed Balance Sheets | (in millions, except per share data) | December 31,2024 | December 31,2023 | | --- | --- | --- | | Assets | | | | Current assets: | | | | Cash and cash equivalents | $234 | $776 | | Other current assets | 411 | 570 | | Total current assets | 645 | 1,346 | | Equity in net assets of subsidiaries | 179,209 | 153,692 | | Long-term notes receivable from subsidiaries | 6,062 | 5,693 | | Other assets | 920 | 831 | | Total assets | $186,836 | $161,562 | | Liabilities and shareholders’ equity | | | | Current liabilities: | | | | Accounts payable and accrued liabilities | $1,501 | $1,116 | | Short-term notes payable to subsidiaries | 2,016 | 9,887 | | Short-term borrowings and current maturities of long-term debt | 4,348 | 4,086 | | Total current liabilities | 7,865 | 15,089 | | Long-term debt, less current maturities | 71,831 | 57,387 | | Long-term notes payable to subsidiaries | 14,405 | — | | Other liabilities | 77 | 330 | | Total liabilities | 94,178 | 72,806 | | Commitments and contingencies (Note 4) | | | | Shareholders’ equity: | | | | Preferred stock, $0.001 par value -10 shares authorized; no shares issued or outstanding | — | — | | Common stock, $0.01 par value - 3,000 shares authorized; 915 and 924 issued and outstanding | 9 | 9 | | Retained earnings | 96,036 | 95,774 | | Accumulated other comprehensive loss | (3,387) | (7,027) | | Total UnitedHealth Group shareholders’ equity | 92,658 | 88,756 | | Total liabilities and shareholders’ equity | $186,836 | $161,562 | See [Notes to the Condensed Financial Statements of Registrant](#i5df38065a2cf44208c456280ada6b201_253) ### Schedule I Condensed Financial Information of Registrant (Parent Company Only) UnitedHealth Group ### Condensed Statements of Comprehensive Income | (in millions) | For the Years Ended December 31, 2024 | For the Years Ended December 31, 2023 | For the Years Ended December 31, 2022 | | --- | --- | --- | --- | | Revenues: | | | | | Investment and other income | $368 | $312 | $255 | | Total revenues | 368 | 312 | 255 | | Operating costs: | | | | | Operating costs | 108 | 35 | 121 | | Interest expense | 4,544 | 3,469 | 2,110 | | Total operating costs | 4,652 | 3,504 | 2,231 | | Loss before income taxes | (4,284) | (3,192) | (1,976) | | Benefit for income taxes | 1,032 | 654 | 429 | | Loss of parent company | (3,252) | (2,538) | (1,547) | | Equity in undistributed income of subsidiaries | 17,657 | 24,919 | 21,667 | | Net earnings | 14,405 | 22,381 | 20,120 | | Other comprehensive income (loss) | 3,640 | 1,366 | (3,009) | | Comprehensive income | $18,045 | $23,747 | $17,111 | See [Notes to the Condensed Financial Statements of Registrant](#i5df38065a2cf44208c456280ada6b201_253) ### Schedule I Condensed Financial Information of Registrant (Parent Company Only) UnitedHealth Group ### Condensed Statements of Cash Flows | (in millions) | For the Years Ended December 31, 2024 | For the Years Ended December 31, 2023 | For the Years Ended December 31, 2022 | | --- | --- | --- | --- | | Operating activities | | | | | Cash flows from operating activities | $4,852 | $17,443 | $14,754 | | Investing activities | | | | | Issuances of notes to subsidiaries | (349) | (41) | (567) | | Repayments of notes to subsidiaries | 225 | 817 | 281 | | Cash paid for acquisitions and other transactions | (13,750) | (8,144) | (20,728) | | Return of capital to parent company | 21 | 639 | 1,424 | | Capital contributions to subsidiaries | — | (2,472) | (570) | | Cash received from dispositions, net | 2,444 | 624 | 2,787 | | Other, net | 30 | 286 | — | | Cash flows used for investing activities | (11,379) | (8,291) | (17,373) | | Financing activities | | | | | Common stock repurchases | (9,000) | (8,000) | (7,000) | | Proceeds from common stock issuances | 1,846 | 1,353 | 1,253 | | Cash dividends paid | (7,533) | (6,761) | (5,991) | | (Repayments of) proceeds from short-term borrowings, net | (151) | 11 | 732 | | Proceeds from issuance of long-term debt | 17,811 | 6,394 | 14,819 | | Repayments of long-term debt | (3,000) | (2,125) | (3,015) | | (Repayments of) proceeds from short-term notes from subsidiaries, net | (7,966) | 1,188 | 594 | | Proceeds from long-term notes from subsidiaries | 14,396 | — | — | | Repayments of long-term notes from subsidiaries | (28) | — | — | | Other, net | (390) | (702) | (674) | | Cash flows from (used for) financing activities | 5,985 | (8,642) | 718 | | (Decrease) increase in cash and cash equivalents | (542) | 510 | (1,901) | | Cash and cash equivalents, beginning of period | 776 | 266 | 2,167 | | Cash and cash equivalents, end of period | $234 | $776 | $266 | | Supplemental cash flow disclosures | | | | | Cash paid for interest | $4,241 | $3,257 | $1,969 | | Cash paid for income taxes | 2,450 | 4,426 | 4,298 | See [Notes to the Condensed Financial Statements of Registrant](#i5df38065a2cf44208c456280ada6b201_253) ### Schedule I Condensed Financial Information of Registrant (Parent Company Only) UnitedHealth Group ### Notes to Condensed Financial Statements #### 1. Basis of Presentation UnitedHealth Group’s parent company financial information has been derived from its consolidated financial statements and should be read in conjunction with the consolidated financial statements included in this Form 10-K. The accounting policies for the registrant are the same as those described in [Note 2 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.”](#i5df38065a2cf44208c456280ada6b201_103) #### 2. Subsidiary Transactions #### Investment in Subsidiaries. UnitedHealth Group’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries. Dividends and Capital Distributions. Cash dividends received from subsidiaries and included in Cash Flows from Operating Activities in the Condensed Statements of Cash Flows were $19.3 billion, $18.5 billion and $15.6 billion in 2024, 2023 and 2022, respectively. Additionally, $21 million, $639 million and $1.4 billion in cash were received as a return of capital to the parent company during 2024, 2023 and 2022, respectively. #### 3. Short-Term Borrowings and Long-Term Debt Discussion of short-term borrowings and long-term debt can be found in [Note 8 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.”](#i5df38065a2cf44208c456280ada6b201_175) Long-term debt obligations of the parent company do not include other financing obligations at subsidiaries which totaled $0.7 billion and $1.1 billion at December 31, 2024 and 2023. Maturities of short-term borrowings and long-term debt for the years ending December 31 are as follows: | (in millions) | | | --- | --- | | 2025 | $4,350 | | 2026 | 3,650 | | 2027 | 3,425 | | 2028 | 3,000 | | 2029 | 3,550 | | Thereafter | 59,802 | UnitedHealth Group’s parent company had short-term notes payable to subsidiaries of $2.0 billion and $9.9 billion as of December 31, 2024 and 2023, respectively, which included on-demand features. UnitedHealth Group’s parent company had long-term notes payable to subsidiaries of $14.4 billion as of December 31, 2024. #### 4. Commitments and Contingencies Certain subsidiaries are guaranteed by UnitedHealth Group’s parent company in the event of insolvency. UnitedHealth Group’s parent company also provides guarantees related to its service level under certain contracts. None of the amounts accrued, paid or charged to income for service level guarantees were material as of December 31, 2024, 2023 or 2022. For a summary of commitments and contingencies, see [Note 12 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.”](#i5df38065a2cf44208c456280ada6b201_193) ## ITEM 16. FORM 10-K SUMMARY None. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: February 27, 2025 UNITEDHEALTH GROUP INCORPORATED By /s/ ANDREW WITTY Andrew Witty Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.   - Signature Title Date - /s/ ANDREW WITTY Director and Chief Executive Officer (principal executive officer) February 27, 2025 - Andrew Witty - /s/ JOHN REX President and Chief Financial Officer (principal financial officer) February 27, 2025 - John Rex - /s/ THOMAS ROOS Senior Vice President and Chief Accounting Officer (principal accounting officer) February 27, 2025 - Thomas Roos - * Director February 27, 2025 - Charles Baker - * Director February 27, 2025 - Timothy Flynn - * Director February 27, 2025 - Paul Garcia - * Director February 27, 2025 - Kristen Gil - * Director February 27, 2025 - Stephen Hemsley - * Director February 27, 2025 - Michele Hooper - * Director February 27, 2025 - F. William McNabb III - * Director February 27, 2025 - Valerie Montgomery Rice, M.D. - * Director February 27, 2025 - John Noseworthy, M.D. \*By /s/ CHRISTOPHER ZAETTA Christopher Zaetta As Attorney-in-Fact --- ## EX-10.45 SEC source: [unhex104512312024.htm](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104512312024.htm) Exhibit 10.45 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement is between Heather Cianfrocco (“Executive”) and United HealthCare Services, Inc. (“UnitedHealth Group”), and is effective April 1, 2024 (the “Effective Date”). This Agreement’s purposes are to set forth certain terms of Executive’s employment by UnitedHealth Group or one of its affiliates and to protect UnitedHealth Group’s knowledge, expertise, customer relationships, and confidential information. Unless the context otherwise requires, “UnitedHealth Group” includes all its affiliated entities. This Agreement supersedes and replaces Executive’s Employment Agreement with UnitedHealth Group effective February 17, 2019, as amended effective June 28, 2019, and June 1, 2020. 1.Employment and Duties. A.Employment. UnitedHealth Group hereby employs Executive, and Executive accepts employment, under this Agreement’s terms. B.Title and Duties. Executive will be employed as Executive Vice President and Chief Executive Officer, Optum. Executive will perform such duties, and exercise such supervision and control, as are commonly associated with Executive’s position, as well as perform such other duties as are reasonably assigned to Executive. Executive will devote substantially all of Executive’s business time and energy to Executive’s duties. Executive will maintain operations in Executive’s area of responsibility, and make every reasonable effort to ensure that the employees within that area of responsibility act, in compliance with applicable law and UnitedHealth Group’s Code of Conduct, as amended from time to time. Executive is subject to all of UnitedHealth Group’s employment policies and procedures (except as specifically superseded by this Agreement). 2.Compensation and Benefits. A.Base Salary. Executive’s initial annual base salary will be $1,000,000, less applicable withholdings and deductions, payable according to UnitedHealth Group’s regular payroll schedule. Periodic adjustments to Executive’s base salary may be made in UnitedHealth Group’s sole discretion. B.Incentive Compensation. Executive will be eligible to participate in UnitedHealth Group’s incentive compensation plans in UnitedHealth Group’s discretion and in accordance with the plans’ terms and conditions. Executive’s initial target bonus potential will be 200% of annual base salary, subject to periodic adjustments in UnitedHealth Group’s discretion. C.Stock Plan Award Program. Executive will be eligible to participate in UnitedHealth Group’s stock plan award program at UnitedHealth Group’s sole discretion and in accordance with the program’s terms and conditions. Executive’s initial annual stock plan award target will be $8,000,000; however, the grant value, frequency and terms of such stock plan grants, if any, are at UnitedHealth Group’s sole discretion. D.Stock Plan Award. In accordance with guideline amounts authorized by UnitedHealth Group’s Compensation and Human Resources Committee, management will recommend that Executive be awarded a grant of (i) Performance-Based Restricted Stock Units for the 2024-2026 performance period with a value of $250,000, subject to the performance vesting criteria and other terms of the award; (ii) Restricted Stock Units with a value $125,000, which award will vest 25% on each anniversary date of the grant, over a four-year period (or such earlier vesting schedule as determined by the Committee); and (iii) Non-Qualified Stock Options with a Financial Accounting Standards (FAS) value of $125,000, which award will vest 25% on each anniversary date of the grant, over a four-year period (or such earlier vesting schedule as determined by the Committee). All stock plan awards will be subject to the terms and conditions of specific stock plan award agreements, including certain restrictive covenants, and the UnitedHealth Group Incorporated 2020 Stock Incentive Plan. In accordance with UnitedHealth Group’s governance policy, which stipulates that its Compensation and Human Resources Committee can only grant stock plan awards at regularly scheduled quarterly committee meetings, Executive’s recommended grant will be reviewed by the Committee at its next regularly scheduled quarterly meeting following the Effective Date. The number of shares comprising the recommended grant will be calculated the day of the Committee meeting using the closing price of UnitedHealth Group stock on the day the calculation is made. E.Employee Benefits. Executive will be eligible to participate in UnitedHealth Group’s employee welfare, retirement, and stock incentive plans on the same basis as other similarly situated executives, in accordance with the terms of the plans. Executive will be eligible for Paid Time Off in accordance with UnitedHealth Group’s policies. UnitedHealth Group reserves the right to amend or discontinue any plan or policy at any time in its sole discretion. In addition to the Company’s generally available benefits, UnitedHealth Group shall provide Executive, at UnitedHealth Group’s expense during the term of Executive’s employment, a $2 million face value term life insurance policy and a long-term disability policy which covers 60% of base salary in the event of a qualifying long-term disability, subject to the policy terms. 3.Termination of Employment. A.By Mutual Agreement. The parties may terminate Executive’s employment at any time by mutual agreement. B.By UnitedHealth Group without Cause. UnitedHealth Group may terminate Executive’s employment without Cause upon 90 days’ prior written notice. C.By UnitedHealth Group with Cause. UnitedHealth Group may terminate Executive’s employment at any time for Cause. “Cause” means Executive’s (a) material failure to follow UnitedHealth Group’s reasonable direction or to perform any duties reasonably required on material matters, (b) material violation of, or failure to act upon or report known or suspected violations of, UnitedHealth Group’s Code of Conduct, as amended from time to time, (c) conviction of any felony, (d) commission of any criminal, fraudulent, or dishonest act in connection with Executive’s employment, (e) material breach of this Agreement, or (f) conduct that is materially detrimental to UnitedHealth Group’s interests. UnitedHealth Group will, within 120 days of discovery of the conduct, give Executive written notice specifying the conduct constituting Cause in reasonable detail and Executive will have 60 days to remedy such conduct, if such conduct is reasonably capable of being remedied. In any instance where the Company may have grounds for Cause, failure by the Company to provide written notice of the grounds for Cause within 120 days of discovery shall be a waiver of its right to assert the subject conduct as a basis for termination for Cause. D.By Executive without Good Reason. Executive may terminate Executive’s employment at any time for any reason, including due to Executive’s retirement. E.By Executive for Good Reason. Executive may terminate Executive’s employment for Good Reason, as defined below. Executive must give UnitedHealth Group written notice specifying in reasonable detail the circumstances constituting Good Reason, within 120 days of becoming aware of such circumstances, or such circumstances will not constitute Good Reason. If the circumstances constituting Good Reason are reasonably capable of being remedied, UnitedHealth Group will have 60 days to remedy such circumstances. “Good Reason” will exist if UnitedHealth Group takes any of the following actions, without Executive’s consent: (a) reduces Executive’s base salary or target bonus percentage other than in connection with a general reduction affecting a group of employees; (b) moves Executive’s primary work location more than 50 miles; or (c) makes changes that substantially diminish Executive’s duties or responsibilities. F.Due to Executive’s Death or Disability. Executive’s employment will terminate automatically if Executive dies, effective as of the date of Executive’s death. UnitedHealth Group may terminate Executive’s employment due to Executive’s disability that renders Executive incapable of performing the essential functions of Executive’s job, with or without reasonable accommodation. Executive will not be entitled to Severance Benefits under Section 4 in the event of termination due to Executive’s death or disability. 4.Severance Benefits. A.Circumstances under Which Severance Benefits Payable. Executive will be entitled to Severance Benefits only if Executive’s employment is terminated by UnitedHealth Group without Cause or if Executive terminates employment for Good Reason. Whether Executive has had a termination of employment will be determined in a manner consistent with the definition of “Separation from Service” under Section 409A of the Internal Revenue Code of 1986 and its accompanying regulations (“Section 409A”) and will be referred to herein as a “Termination.” For purposes of this Agreement, Executive will be considered to have experienced a Termination as of the date that the facts and circumstances indicate that it is reasonably anticipated that Executive will provide no further services after such date or that the level of bona fide services that Executive is expected to perform permanently decreases to no more than 20% of the average level of bona fide services that Executive performed over the immediately preceding 36-month period. In consideration of the Severance Benefits in this Agreement, Executive waives any payments or benefits to which Executive otherwise might be or become entitled under any UnitedHealth Group severance plan or program. B.Severance Benefits. Subject to Section 4.C, Executive shall be entitled to the following Severance Benefits if Executive experiences a Termination under the circumstances described in Section 4.A above: i.Two times Executive’s annualized base salary as of Executive’s Termination. ii.Any bonus or incentive compensation paid or payable to Executive for the two most recent calendar years (excluding stock plan-related awards, payments under any long-term or similar benefit plan, or any other special or one-time bonus or incentive compensation payments); provided, however, that if termination occurs within two years following the Effective Date, the amount payable under this paragraph will be two times Executive’s target incentive. iii.$12,000 lump sum payment, minus applicable deductions, to offset costs of COBRA, which amount will be paid within 60 days following Termination. iv.Outplacement services consistent with those provided to similarly situated executives provided by an outplacement firm selected by UnitedHealth Group. The Severance Benefits in Sections 4.B.i-ii will be paid out, minus applicable deductions, including deductions for tax withholding, in equal bi-weekly payments on the regular payroll cycle over the 24-month period following Executive’s Termination. Commencement of payments shall begin on the first payroll date that is at least 60 days after the date of Executive’s Termination (the “Starting Date”), provided that Executive has satisfied the requirement in Section 4.C. The first payment on the Starting Date shall include those payments that would have been previously paid if the payments of the severance compensation had begun on the first payroll date following the date of Executive’s Termination. Executive’s entitlement to the payments of the severance compensation described in Sections 4.B.i-ii shall be treated as the entitlement to a series of separate payments for purposes of Section 409A. If Executive is a “Specified Employee” (within the meaning of Section 409A and determined pursuant to procedures adopted by UnitedHealth Group) at the time of Executive’s Termination and any amount that would be paid to Executive during the six-month period following Termination constitutes “Deferred Compensation” (within the meaning of Section 409A), such amount shall not be paid to Executive until the later of (i) six months after the date of Executive’s Termination, and (ii) the payment date or commencement date specified in this Agreement for such payment(s). On the first regular payroll date following the expiration of such six-month period (or if Executive dies during the six-month period, the first payroll date following the death), all payments that were delayed pursuant to the preceding sentence shall be paid to Executive in a single lump sum and thereafter all payments shall be made as if there had been no such delay. All Severance Benefits described in Sections 4.B.i-ii shall be paid by, and no further severance compensation shall be paid or payable after, December 31 of the second calendar year following the year in which Executive’s Termination occurs. C.Separation Agreement and Release Required. In order to receive any Severance Benefits under this Agreement, Executive must timely sign a separation agreement and release of claims in a form determined by UnitedHealth Group in its discretion. UnitedHealth Group shall provide to Executive a form of separation agreement and release of claims no later than three (3) days following Executive’s date of Termination. If Executive does not timely execute and deliver to UnitedHealth Group such separation agreement and release, or if Executive does so, but then revokes it if permitted by and within the time required by applicable law, UnitedHealth Group will have no obligation to pay severance compensation to Executive. 5.Property Rights, Confidentiality, Non-Disparagement, and Restrictive Covenants. A.UnitedHealth Group’s Property. i.Assignment. Executive hereby agrees to assign (both during and after his/her employment) and hereby assigns to UnitedHealth Group all rights, titles and interests Executive may have in any invention, computer program, discovery, idea, writing, improvement, process, technique or other works (collectively called "Intellectual Property") whether or not patentable or registrable under copyright or similar statutes, created or conceived by Executive, either alone or jointly with others, during Executive’s employment that: (a)Relates in any manner to the actual or anticipated business, research, or development of UnitedHealth Group; (b)Results from work assigned to or performed by Executive for UnitedHealth Group; and/or (c)Is conceived of or made with the use of UnitedHealth Group systems, equipment, supplies, materials, facilities, computer programs, confidential information and/or trade secret information. ii.Disclosure of Intellectual Property. Executive agrees to promptly disclose in writing to UnitedHealth Group (both during and after Executive’s employment) any interest Executive may have in any Intellectual Property created or conceived by Executive, either alone or jointly with others, during his/her employment. Executive will also promptly disclose in writing to UnitedHealth Group any interest Executive may have in any Intellectual Property created or conceived by Executive, either alone or jointly with others, prior to employment that relates to the actual or anticipated business, research, or development of UnitedHealth Group. iii.Assignment/Transfer of Web Properties. Executive agrees to transfer and assign (both during and after employment), and does hereby assign to UnitedHealth Group all rights, titles, and interests in and to any domain name or social media account (collectively called “Web Properties”) registered or owned by Executive that: (a)Was registered with the intent to be used by UnitedHealth Group; and/or (b)Relates in any manner to, or is used to comment on, the actual or anticipated business of UnitedHealth Group; and/or (c)Contains a registered or common law trademark of UnitedHealth Group. iv.Perfection of Assignment. Executive will at all times, even after termination of employment, do anything reasonably requested of Executive to enable UnitedHealth Group to access, patent, copyright or obtain any other form of protection for the Intellectual Property or Web Properties created, conceived, or registered by Executive, either alone or jointly with others. v.Exclusions. Sections 5.A.i.-iv do not apply to Intellectual Property that meets all of the following criteria: (a)No UnitedHealth Group equipment, supplies, facilities, proprietary or trade secret information was used in its creation; (b)The Intellectual Property was developed entirely on Executive’s own time; (c)At the time of conception or reduction to practice the Intellectual Property does not relate directly to UnitedHealth Group’s business, actual or anticipated research or development; and (d)The Intellectual Property does not result from any work performed by Executive for UnitedHealth Group. vi.No Removal of Property. Executive may not remove from UnitedHealth Group’s premises any UnitedHealth Group records, documents, data or other property, in either original or duplicate form, except as necessary in the ordinary course of UnitedHealth Group’s business. vii.Return of Property. Executive must immediately deliver to UnitedHealth Group, upon termination of employment, or at any other time at UnitedHealth Group’s request, all UnitedHealth Group property, including records, documents, data, and equipment, and all copies of any such property, including any records or data Executive prepared during employment. B.Confidential Information. Executive will be given access to and provided with sensitive, confidential, proprietary and trade secret information (“Confidential Information”) in the course of Executive’s employment. Examples of Confidential Information include: inventions; new product or marketing plans; business strategies and plans; merger and acquisition targets; financial and pricing information; computer programs, source codes, models and databases; analytical models; customer lists and information; and supplier and vendor lists and other information which is not generally available to the public. Subject to Section 5.D below, Executive agrees not to disclose or use Confidential Information, either during or after Executive’s employment with UnitedHealth Group, except as necessary to perform Executive’s UnitedHealth Group duties or as UnitedHealth Group may consent in writing. C.Non-Disparagement. Subject to Sections 5.D and 6.E below, Executive agrees not to criticize, make any negative comments about or otherwise disparage UnitedHealth Group or those associated with it, whether orally, in writing or otherwise, directly or by implication, to any person or entity, including UnitedHealth Group customers or agents. D.Defend Trade Secrets Act Disclosure. Executive acknowledges that, by this Agreement, UnitedHealth Group has provided Executive with written notice that, pursuant to the DTSA, 18 U.S.C. § 1833(b), an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to the individual’s attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Moreover, if an individual files a lawsuit for retaliation for reporting a suspected violation of law, the individual may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret except under court order. E.Restrictive Covenants. Executive agrees to the restrictive covenants in this Section in consideration of Executive’s employment and UnitedHealth Group’s promises in this Agreement, including providing Executive access to Confidential Information. The restrictive covenants in this Section apply during Executive’s employment and for 24 months following termination of employment for any reason. Executive agrees that he/she will not, without UnitedHealth Group's prior written consent, directly or indirectly, for Executive or for any other person or entity, as agent, employee, officer, director, consultant, owner, principal, partner or shareholder, or in any other individual or representative capacity, engage in any of the following activities: i.Non-Solicitation. Executive will not: (a)Solicit or conduct business with any business competitive with UnitedHealth Group from any person or entity: (1) who was a UnitedHealth Group provider or customer within the 12 months before Executive’s employment termination and with whom Executive had contact regarding UnitedHealth Group’s activity, products or services, or for whom Executive provided services or supervised employees who provided those services, or about whom Executive learned Confidential Information during employment related to UnitedHealth Group’s provision of products and services to such person or entity, or (2) was a prospective provider or customer UnitedHealth Group solicited within the 12 months before Executive’s employment termination and with whom Executive had contact for the purposes of soliciting the person or entity to become a provider or customer of UnitedHealth Group, or supervised employees who had those contacts, or about whom Executive learned Confidential Information during employment related to UnitedHealth Group’s provision of products and services to such person or entity; (b)Raid, hire, employ, recruit or solicit any UnitedHealth Group employee or consultant who possesses Confidential Information of UnitedHealth Group to leave UnitedHealth Group to join a competitor; (c)Induce or influence any UnitedHealth Group employee, consultant, or provider who possesses Confidential Information of UnitedHealth Group to terminate his, her or its employment or other relationship with UnitedHealth Group; or (d)Assist anyone in any of the activities listed above. ii.Non-Competition. Executive will not: (a)Engage in or participate in any activity that competes, directly or indirectly, with any UnitedHealth Group activity, product or service that Executive engaged in, participated in, or had Confidential Information about during Executive’s last 24 months of employment with UnitedHealth Group; or (b)Assist anyone in any of the activities listed above. iii.Geographic Scope. (a)Executive’s obligations under this “Restrictive Covenants” section shall apply on a nationwide basis anywhere in the United States. (b)Executive’s obligations under this “Restrictive Covenants” section shall also apply in any country outside the United States with respect to which Executive had responsibility for any UnitedHealth Group activity, product or service in that country. iv.To the extent Executive and UnitedHealth Group agree at any time to enter into separate agreements containing restrictive covenants with different or inconsistent terms than those contained herein, Executive and UnitedHealth Group acknowledge and agree that such different or inconsistent terms shall not in any way affect or have relevance to the Restrictive Covenants contained herein. Executive agrees that the provisions of this Section 5 are reasonable and necessary to protect the legitimate interests of UnitedHealth Group. F.Cooperation and Indemnification. Executive agrees to cooperate fully (i) with UnitedHealth Group in the investigation, prosecution or defense of any potential claims or concerns regarding UnitedHealth Group’s business about which Executive has relevant knowledge, including by providing truthful information and testimony as reasonably requested by UnitedHealth Group, and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding concerning UnitedHealth Group. UnitedHealth Group will reimburse Executive for any reasonable travel and out-of-pocket expenses incurred by Executive in providing such cooperation. UnitedHealth Group will indemnify Executive, in accordance with applicable law, for all claims and other covered matters arising in connection with Executive’s employment. G.Injunctive Relief. Executive agrees that (a) legal remedies (money damages) for any breach of Section 5 will be inadequate, (b) UnitedHealth Group will suffer immediate and irreparable harm from any such breach, and (c) UnitedHealth Group will be entitled to injunctive relief from a court in addition to any legal remedies UnitedHealth Group may seek in arbitration. If an arbitrator or court determines that Executive has breached any provision of Section 5, Executive agrees to pay to UnitedHealth Group its reasonable costs and attorney’s fees incurred in enforcing that provision. 6.Miscellaneous. A.Tax Withholding. All compensation payable under this Agreement will be subject to applicable tax withholding and other required or authorized deductions. B.Assignment. Executive may not assign this Agreement. UnitedHealth Group may assign this Agreement. Any successor to UnitedHealth Group will be deemed to be UnitedHealth Group under this Agreement. C.Entire Agreement; Amendment. This Agreement contains the parties’ entire agreement regarding its subject matter and may only be amended in a writing signed by the parties. This Agreement supersedes and replaces any and all prior oral or written employment agreements (including letters and memoranda) between Executive and UnitedHealth Group or its predecessors, including, but not limited to, Executive’s Employment Agreement with UnitedHealth Group effective February 17, 2019, as amended effective June 28, 2019, and June 1, 2020. This Agreement does not supersede the terms of any stock option, restricted stock, or stock appreciation rights plan or award. D.Choice of Law. Delaware law governs this Agreement. E.Waivers; Other Rights. No party’s failure to exercise, or delay in exercising, any right or remedy under this Agreement will be a waiver of such right or remedy, nor will any single or partial exercise of any right or remedy preclude any other or further exercise of such right or remedy. Nothing in this Agreement prohibits Executive from making disclosures that are protected under law or reporting violations of state or federal law or regulation to governmental agencies or entities. F.Narrowed Enforcement and Severability. If a court or arbitrator decides that any provision of this Agreement is invalid or overbroad, the parties agree that the court or arbitrator should narrow such provision so that it is enforceable or, if narrowing is not possible or permissible, such provision should be considered severed and the other provisions of this Agreement should be unaffected. G.Dispute Resolution and Remedies. Except for injunctive relief under Section 5.G, any dispute between the parties relating to this Agreement or to Executive’s employment will be resolved by binding arbitration under UnitedHealth Group’s Employment Arbitration Policy, as it may be amended from time to time. The arbitrator(s) may not vary this Agreement’s terms and must apply applicable law. H.Payment of Deferred Compensation – Section 409A. To the extent applicable, it is intended that the compensation arrangements under this Agreement be in full compliance with Section 409A. This Agreement shall be construed in a manner to give effect to such intention. In no event whatsoever shall UnitedHealth Group be liable for any tax, interest or penalties that may be imposed on Executive under Section 409A. UnitedHealth Group shall have no obligation to indemnify or otherwise hold Executive harmless from any such taxes, interest or penalties, or from liability for any damages related thereto. I.Electronic Transmission/Counterparts. The executed version of this Agreement may be delivered by facsimile or email, and upon receipt, such transmission shall be deemed delivery of an original. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, and all of which together will constitute one document. United HealthCare Services, Inc. Executive By /s/ Erin L. McSweney By /s/ Heather R. Cianfrocco Its EVP Chief People Officer Date April 24, 2024 Date April 24, 2024 --- ## EX-10.46 SEC source: [unhex104612312024.htm](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104612312024.htm) Exhibit 10.46 EMPLOYMENT AGREEMENT This Agreement is between Erin McSweeney (“Executive”) and United HealthCare Services, Inc. (“UnitedHealth Group”), and is effective as of Executive’s first day of employment with UnitedHealth Group (the “Effective Date”). This Agreement’s purposes are to set forth certain terms of Executive’s employment by UnitedHealth Group or one of its affiliates and to protect UnitedHealth Group’s knowledge, expertise, customer relationships, and confidential information. Unless the context otherwise requires, “UnitedHealth Group” includes all its affiliated entities. 1.Employment and Duties. A.Employment. UnitedHealth Group hereby employs Executive, and Executive accepts employment, under this Agreement’s terms. B.Title and Duties. Executive will be employed as Executive Vice President, Chief Human Resources Officer of Optum. Executive will perform such duties, and exercise such supervision and control, as are commonly associated with Executive’s position, as well as perform such other duties as are reasonably assigned to Executive. Executive will devote substantially all of Executive’s business time and energy to Executive’s duties. Executive will maintain operations in Executive’s area of responsibility, and make every reasonable effort to ensure that the employees within that area of responsibility act, in compliance with applicable law and UnitedHealth Group’s Code of Conduct, as amended from time to time. Executive is subject to all of UnitedHealth Group’s employment policies and procedures (except as specifically superseded by this Agreement). 2.Compensation and Benefits. A.Base Salary. Executive’s initial annual base salary will be $575,000, less applicable withholdings and deductions, payable according to UnitedHealth Group’s regular payroll schedule. Periodic increases to Executive’s base salary may be made in UnitedHealth Group’s sole discretion. B.Incentive Compensation. Executive will be eligible to participate in UnitedHealth Group’s incentive compensation plans in UnitedHealth Group’s discretion and in accordance with the plans’ terms and conditions. Executive’s initial target bonus potential will be 75% of annual base salary, subject to periodic increases in UnitedHealth Group’s discretion. C.Sign-On Bonus. UnitedHealth Group agrees to pay Executive a sign-on bonus of $1,500,000, less withholdings and deductions. Provided that Executive has signed Executive’s Agreement to Repay Sign-On Bonus, the terms of which are incorporated herein by reference, $500,000 will be paid on the first regular payroll cycle following thirty days after the Effective Date, and the remaining $1,000,000 will be paid on the first regular payroll cycle following three (3) months after the Effective Date. D.Non-Qualified Stock Options. In accordance with guideline amounts authorized by UnitedHealth Group’s Compensation and Human Resources Committee, management will recommend that Executive be awarded an initial, sign-on grant of Non-Qualified Stock Options (Options) with a Financial Accounting Standards (FAS) value of $1,000,000. This award will vest 33 1/3% on each anniversary date of the grant, over a three-year period and will be subject to the terms and conditions of the specific Option award agreement, including certain restrictive covenants, and the UnitedHealth Group Incorporated 2011 Stock Incentive Plan. UnitedHealth Group’s governance policy stipulates that its Compensation and Human Resources Committee can only grant equity awards at regularly scheduled quarterly committee meetings. Accordingly, Executive’s recommended grant will be reviewed by the Committee at its next regularly scheduled quarterly meeting following the Effective Date. The number of shares comprising the Options award will be calculated the day of the Committee meeting using the closing price of UnitedHealth Group stock on the day the calculation is made. The actual grant price of the Option award will be the closing price of UnitedHealth Group stock on the day of the Committee meeting. E.Restricted Stock Units. In accordance with guideline amounts authorized by UnitedHealth Group’s Compensation and Human Resources Committee, management will recommend that Executive be awarded an initial, sign-on grant of Restricted Stock Units with a value of $1,000,000. This award will vest 33 1/3% on each anniversary date of the grant, over a three-year period (or such earlier vesting schedule as determined by the Committee) and will be subject to the terms and conditions of the certificate governing the award, including certain restrictive covenants, and the UnitedHealth Group Incorporated 2011 Stock Incentive Plan. UnitedHealth Group’s governance policy stipulates that its Compensation and Human Resources Committee can only grant equity awards at regularly scheduled quarterly committee meetings. Accordingly, Executive’s recommended grant will be reviewed by the Committee at its next regularly scheduled quarterly meeting following the Effective Date. The number of shares comprising the recommended grant will be calculated the day of the Committee meeting using the closing price of UnitedHealth Group stock on the day the calculation is made. F.Employee Benefits. Executive will be eligible to participate in UnitedHealth Group’s employee welfare, retirement, and stock incentive plans on the same basis as other similarly situated executives, in accordance with the terms of the plans. Executive will be eligible for Paid Time Off in accordance with UnitedHealth Group’s policies on the same basis as other similarly situated employees. UnitedHealth Group reserves the right to amend or discontinue any plan or policy at any time in its sole discretion. In addition to the Company’s generally available benefits, UnitedHealth Group shall provide Executive, at UnitedHealth Group’s expense during the term of Executive’s employment, a $2 million face value term life insurance policy and a long term disability policy which covers 60% of base salary in the event of a qualifying long term disability, subject to the policy terms. 3.Termination of Employment. A.By Mutual Agreement. The parties may terminate Executive’s employment at any time by mutual agreement. B.By UnitedHealth Group without Cause. UnitedHealth Group may terminate Executive’s employment without Cause upon 90 days’ prior written notice. C.By UnitedHealth Group with Cause. UnitedHealth Group may terminate Executive’s employment at any time for Cause. “Cause” means Executive’s (a) material failure to follow UnitedHealth Group’s reasonable valid and lawful direction or to perform any duties consistent with Executive’s position and reasonably required on material matters, (b) material violation of, or failure to act upon or report known or suspected violations of, UnitedHealth Group’s Code of Conduct, as amended from time to time, (c) conviction of any felony, (d) commission of any criminal, fraudulent, or dishonest act in connection with Executive’s employment, (e) material breach of this Agreement, or (f) conduct that is materially detrimental to UnitedHealth Group’s interests. UnitedHealth Group will, within 120 days of discovery of the conduct, give Executive written notice specifying the conduct constituting Cause and the steps needed to cure such Cause in reasonable detail and Executive will have 60 days to remedy such conduct, if such conduct is reasonably capable of being remedied. In any instance where the Company may have grounds for Cause, failure by the Company to provide written notice of the grounds for Cause within 120 days of discovery shall be a waiver of its right to assert the subject conduct as a basis for termination for Cause. D.By Executive without Good Reason. Executive may terminate Executive’s employment at any time for any reason, including due to Executive’s retirement. E.By Executive for Good Reason. Executive may terminate Executive’s employment for Good Reason, as defined below. Executive must give UnitedHealth Group written notice specifying in reasonable detail the circumstances constituting Good Reason, within 120 days of becoming aware of such circumstances, or such circumstances will not constitute Good Reason. If the circumstances constituting Good Reason are reasonably capable of being remedied, UnitedHealth Group will have 60 days to remedy such circumstances. “Good Reason” will exist if UnitedHealth Group takes any of the following actions, without Executive’s consent: (a) reduces Executive’s base salary or target bonus percentage other than in connection with a general reduction affecting similarly situated employees; (b) moves Executive’s primary work location more than 50 miles from offices other than Minneapolis, MN, or Boston, MA; or (c) makes changes that substantially diminish Executive’s duties or responsibilities. F.Due to Executive’s Death or Disability. Executive’s employment will terminate automatically if Executive dies, effective as of the date of Executive’s death. UnitedHealth Group may terminate Executive’s employment due to Executive’s permanent disability that renders Executive incapable of performing the essential functions of Executive’s job, with or without reasonable accommodation. Executive will not be entitled to Severance Benefits under Section 4 in the event of termination due to Executive’s death or disability. 4.Severance Benefits. A.Circumstances under Which Severance Benefits Payable. Executive will be entitled to Severance Benefits only if Executive’s employment is terminated by UnitedHealth Group without Cause or if Executive terminates employment for Good Reason. Whether Executive has had a termination of employment will be determined in a manner consistent with the definition of “Separation from Service” under Section 409A of the Internal Revenue Code of 1986 and its accompanying regulations (“Section 409A”) and will be referred to herein as a “Termination.” For purposes of this Agreement, Executive will be considered to have experienced a Termination as of the date that the facts and circumstances indicate that it is reasonably anticipated that Executive will provide no further services after such date or that the level of bona fide services that Executive is expected to perform permanently decreases to no more than 20% of the average level of bona fide services that Executive performed over the immediately preceding 36-month period In consideration of the Severance Benefits in this Agreement, Executive waives any payments or benefits to which Executive otherwise might be or become entitled under any UnitedHealth Group severance plan or program. B.Severance Benefits. Subject to Section 4.C, Executive shall be entitled to the following Severance Benefits if Executive experiences a Termination under the circumstances described in Section 4.A above: (i) Two times Executive’s annualized base salary as of Executive’s Termination. (ii) Any bonus or incentive compensation paid or payable to Executive for the two most recent calendar years (excluding equity-related awards, payments under any long-term or similar benefit plan, or any other special or one-time bonus or incentive compensation payments); provided, however, that if termination occurs within two years following the Effective Date, the amount payable under this paragraph will be two times Executive’s target incentive. (iii) $12,000 lump sum payment, minus applicable deductions, to offset costs of COBRA, which amount will be paid within 60 days following Termination. (iv) Outplacement services consistent with those provided to similarly situated executives provided by an outplacement firm selected by UnitedHealth Group. The Severance Benefits in Sections 4.B.(i)-(ii) will be paid out, minus applicable deductions, including deductions for tax withholding, in equal bi-weekly payments on the regular payroll cycle over the 24-month period following Executive’s Termination. Commencement of payments shall begin on the first payroll date that is at least 60 days after the date of Executive’s Termination (the “Starting Date”), provided that Executive has satisfied the requirement in Section 4.C. The first payment on the Starting Date shall include those payments that would have been previously paid if the payments of the severance compensation had begun on the first payroll date following the date of Executive’s Termination. Executive’s entitlement to the payments of the severance compensation described in Sections 4.B(i)-(ii) shall be treated as the entitlement to a series of separate payments for purposes of Section 409A. If Executive is a “Specified Employee” (within the meaning of Section 409A and determined pursuant to procedures adopted by UnitedHealth Group) at the time of Executive’s Termination and any amount that would be paid to Executive during the six-month period following Termination constitutes “Deferred Compensation” (within the meaning of Section 409A), such amount shall not be paid to Executive until the later of (i) six months after the date of Executive’s Termination, and (ii) the payment date or commencement date specified in this Agreement for such payment(s). On the first regular payroll date following the expiration of such six-month period (or if Executive dies during the six-month period, the first payroll date following the death), all payments that were delayed pursuant to the preceding sentence shall be paid to Executive in a single lump sum and thereafter all payments shall be made as if there had been no such delay. All Severance Benefits described in Section 4.B shall be paid by, and no further severance compensation shall be paid or payable after, December 31 of the second calendar year following the year in which Executive’s Termination occurs. C.Separation Agreement and Release Required. In order to receive any Severance Benefits under this Agreement, Executive must timely sign a separation agreement and release of claims in a form determined by UnitedHealth Group in its discretion. UnitedHealth Group shall provide to Executive a form of separation agreement and release of claims no later than three (3) days following Executive’s date of Termination. If Executive does not timely execute and deliver to UnitedHealth Group such separation agreement and release, or if Executive does so, but then revokes it if permitted by and within the time required by applicable law, UnitedHealth Group will have no obligation to pay severance compensation to Executive. 5.Property Rights, Confidentiality, Non-Disparagement, and Restrictive Covenants. A.UnitedHealth Group’s Property. i.Assignment of Property Rights. Executive must promptly disclose in writing to UnitedHealth Group all inventions, discoveries, processes, procedures, methods and works of authorship, whether or not patentable or copyrightable, that Executive alone or jointly conceives, makes, discovers, writes or creates, during working hours or on Executive’s own time, during this Agreement’s term (the “Works”). Executive hereby assigns to UnitedHealth Group all Executive’s rights, including copyrights and patent rights, to all Works. Executive must assist UnitedHealth Group as it reasonably requires to perfect, protect, and use its rights to the Works. This provision does not apply to any Work for which no UnitedHealth Group equipment, supplies, facility or trade secret information was used and: (1) which does not relate directly to UnitedHealth Group’s business or actual or demonstrably anticipated research or development, or (2) which does not result from any work performed for UnitedHealth Group. ii.No Removal of Property. Executive may not remove from UnitedHealth Group’s premises any UnitedHealth Group records, documents, data or other property, in either original or duplicate form, except as necessary in the ordinary course of UnitedHealth Group’s business. iii.Return of Property. Executive must immediately deliver to UnitedHealth Group, upon termination of employment, or at any other time at UnitedHealth Group’s request, all UnitedHealth Group property, including records, documents, data, and equipment, and all copies of any such property, including any records or data Executive prepared during employment. B.Confidential Information. Executive will be given access to and provided with sensitive, confidential, proprietary and trade secret information (“Confidential Information”) in the course of Executive’s employment. Examples of Confidential Information include: inventions; new product or marketing plans; business strategies and plans; merger and acquisition targets; financial and pricing information; computer programs, source codes, models and databases; analytical models; customer lists and information; and supplier and vendor lists and other information which is not generally available to the public. Executive agrees not to disclose or use Confidential Information, either during or after Executive’s employment with UnitedHealth Group, except as necessary to perform Executive’s UnitedHealth Group duties or as UnitedHealth Group may consent in writing. C.Non-Disparagement. Executive agrees not to criticize, make any negative comments about or otherwise disparage UnitedHealth Group or those associated with it, whether orally, in writing or otherwise, directly or by implication, to any person or entity, including UnitedHealth Group customers or agents. D.Restrictive Covenants. Executive agrees to the restrictive covenants in this Section in consideration of Executive’s employment and UnitedHealth Group’s promises in this Agreement, including providing Executive access to Confidential Information. The restrictive covenants in this Section apply during Executive’s employment and for 24 months following termination of employment for any reason. Executive agrees that he/she will not, without UnitedHealth Group's prior written consent, directly or indirectly, for Executive or for any other person or entity, as agent, employee, officer, director, consultant, owner, principal, partner or shareholder, or in any other individual or representative capacity, engage in any of the following activities: i.Non-Solicitation. Executive will not: (a)Solicit or conduct business on behalf of any business competitive with UnitedHealth Group from any person or entity: (1) who was a UnitedHealth Group provider or customer within the 12 months before Executive’s employment termination and with whom Executive had contact regarding UnitedHealth Group’s activity, products or services, or for whom Executive provided services or supervised employees who provided those services, or about whom Executive learned Confidential Information during employment related to UnitedHealth Group’s provision of products and services to such person or entity, or (2) was a prospective provider or customer UnitedHealth Group solicited within the 12 months before Executive’s employment termination and with whom Executive had contact for the purposes of soliciting the person or entity to become a provider or customer of UnitedHealth Group, or supervised employees who had those contacts, or about whom Executive learned Confidential Information during employment related to UnitedHealth Group’s provision of products and services to such person or entity; (b)Raid, hire, employ, recruit or solicit any UnitedHealth Group employee or consultant who possesses Confidential Information of UnitedHealth Group to leave UnitedHealth Group to join a competitor, provided, however, that general advertisements for employment will not be considered solicitations, and employment of persons solely responding to such advertisements will not be deemed a violation of this provision; (c)Induce or influence any UnitedHealth Group employee, consultant, or provider who possesses Confidential Information of UnitedHealth Group to terminate his, her or its employment or other relationship with UnitedHealth Group, except as part of Executive’s duties and responsibilities during her employment with UnitedHealth Group; or (d)Assist anyone in any of the activities listed above. ii.Non-Competition. Executive will not: (a)Engage in or participate in any activity that competes, directly or indirectly, with any UnitedHealth Group activity, product or service that Executive engaged in, participated in, or had Confidential Information about during Executive’s last 36 months of employment with UnitedHealth Group; or (b)Assist anyone in any of the activities listed above. iii.Because UnitedHealth Group’s business competes on a nationwide basis, the Executive’s obligations under this “Restrictive Covenants” section shall apply on a nationwide basis anywhere in the United States. iv.To the extent Executive and UnitedHealth Group agree at any time to enter into separate agreements containing restrictive covenants with different or inconsistent terms than those contained herein, Executive and UnitedHealth Group acknowledge and agree that such different or inconsistent terms shall not in any way affect or have relevance to the Restrictive Covenants contained herein. Executive agrees that the provisions of this Section 5 are reasonable and necessary to protect the legitimate interests of UnitedHealth Group. E.Cooperation and Indemnification. Executive agrees to cooperate fully (i) with UnitedHealth Group in the investigation, prosecution or defense of any potential claims or concerns regarding UnitedHealth Group’s business about which Executive has relevant knowledge, including by providing truthful information and testimony as reasonably requested by UnitedHealth Group, and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding concerning UnitedHealth Group. UnitedHealth Group will reimburse Executive for any reasonable travel and out-of-pocket expenses incurred by Executive in providing such cooperation. UnitedHealth Group will indemnify Executive consistent with UnitedHealth Group’s by-laws and the Minnesota Business Corporation Act, for all claims and other covered matters arising in connection with Executive’s employment. F.Injunctive Relief. Executive agrees that (a) legal remedies (money damages) for any breach of Section 5 will be inadequate, (b) UnitedHealth Group will suffer immediate and irreparable harm from any such breach, and (c) UnitedHealth Group will be entitled to injunctive relief from a court in addition to any legal remedies UnitedHealth Group may seek in arbitration. If an arbitrator or court determines that either party has breached any provision of Section 5, the breaching party agrees to pay to the non-breaching party its reasonable costs and attorney’s fees incurred in enforcing that provision. 6.Miscellaneous. A.Tax Withholding. All compensation payable under this Agreement will be subject to applicable tax withholding and other required or authorized deductions. B.Assignment. Executive may not assign this Agreement. UnitedHealth Group may assign this Agreement. Any successor to UnitedHealth Group will be deemed to be UnitedHealth Group under this Agreement. C.Entire Agreement; Amendment. This Agreement contains the parties’ entire agreement regarding its subject matter and may only be amended in a writing signed by the parties. This Agreement supersedes any and all prior oral or written employment agreements (including letters and memoranda) between Executive and UnitedHealth Group or its predecessors. This Agreement does not supersede the terms of any stock option, restricted stock, or stock appreciation rights plan or award. D.Choice of Law. Minnesota law governs this Agreement. E.Waivers; Other Rights. No party’s failure to exercise, or delay in exercising, any right or remedy under this Agreement will be a waiver of such right or remedy, nor will any single or partial exercise of any right or remedy preclude any other or further exercise of such right or remedy. Nothing in this Agreement prohibits Executive from making disclosures that are protected under law or reporting violations of state or federal law or regulation to governmental agencies or entities. F.Narrowed Enforcement and Severability. If a court or arbitrator decides that any provision of this Agreement is invalid or overbroad, the parties agree that the court or arbitrator should narrow such provision so that it is enforceable or, if narrowing is not possible or permissible, such provision should be considered severed and the other provisions of this Agreement should be unaffected. G.Dispute Resolution and Remedies. Except for injunctive relief under Section 5.F, any dispute between the parties relating to this Agreement or to Executive’s employment will be resolved by binding arbitration under UnitedHealth Group’s Employment Arbitration Policy, as it may be amended from time to time. The arbitrator(s) may not vary this Agreement’s terms and must apply applicable law. H.Payment of Deferred Compensation – Section 409A. To the extent applicable, it is intended that the compensation arrangements under this Agreement be in full compliance with Section 409A. This Agreement shall be construed in a manner to give effect to such intention. In no event whatsoever shall UnitedHealth Group be liable for any tax, interest or penalties that may be imposed on Executive under Section 409A. UnitedHealth Group shall have no obligation to indemnify or otherwise hold Executive harmless from any such taxes, interest or penalties, or from liability for any damages related thereto. I.Electronic Transmission/Counterparts. The executed version of this Agreement may be delivered by facsimile or email, and upon receipt, such transmission shall be deemed delivery of an original. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, and all of which together will constitute one document. United HealthCare Services, Inc. Executive By /s/ D. Ellen Wilson By /s/ Erin L. McSweney Its EVP, Human Capital, UnitedHealth Group Date 11/7/2016 Date 11/4/2016 --- ## EX-10.47 SEC source: [unhex104712312024.htm](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104712312024.htm) Exhibit 10.47 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) modifies certain terms and conditions of the Employment Agreement effective January 9, 2017 between Erin McSweeney and United HealthCare Services, Inc. (the “Employment Agreement”). Accordingly, Executive’s Employment Agreement is amended effective March 1, 2021 as follows: Section 3.E is deleted and replaced with the following: By Executive for Good Reason. Executive may terminate Executive’s employment for Good Reason, as defined below. Executive must give UnitedHealth Group written notice specifying in reasonable detail the circumstances constituting Good Reason, within 120 days of becoming aware of such circumstances, or such circumstances will not constitute Good Reason. If the circumstances constituting Good Reason are reasonably capable of being remedied, UnitedHealth Group will have 60 days to remedy such circumstances. “Good Reason” will exist if UnitedHealth Group takes any of the following actions, without Executive’s consent: (a) reduces Executive’s base salary or target bonus percentage other than in connection with a general reduction affecting a group of employees; (b) moves Executive’s primary work location more than 50 miles from offices other than Minneapolis, MN, or Boston, MA; or (c) makes changes that substantially diminish Executive’s duties or responsibilities. Notwithstanding, Executive may, no later than March 1, 2022, give UnitedHealth Group written notice of Executive’s intent to terminate employment for Good Reason as a result of UnitedHealth Group’s March 1, 2021 notice to Executive of changes that substantially diminish Executive’s duties and responsibilities. If Executive does not give UnitedHealth Group such written notice during the timeframe referenced immediately above, those changes to Executive’s duties and responsibilities will no longer constitute Good Reason. Except as expressly set forth in this Amendment, the Employment Agreement remains in full force and effect according to its terms. United HealthCare Services, Inc. Executive By /s/ David Stauss By /s/ Erin L. McSweney Its SVP Total Rewards, HCS Date 4/15/21 Date 4/15/21 --- ## EX-10.48 SEC source: [unhex104812312024.htm](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104812312024.htm) Exhibit 10.48 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement is between Christopher Zaetta (“Executive”) and United HealthCare Services, Inc. (“UnitedHealth Group”), and is effective June 4, 2024 (the “Effective Date”). This Agreement’s purposes are to set forth certain terms of Executive’s employment by UnitedHealth Group or one of its affiliates and to protect UnitedHealth Group’s knowledge, expertise, customer relationships, and confidential information. Unless the context otherwise requires, “UnitedHealth Group” includes all its affiliated entities. This Agreement supersedes and replaces Executive’s Employment Agreement with UnitedHealth Group effective September 14, 2020. 1.Employment and Duties. A.Employment. UnitedHealth Group hereby employs Executive, and Executive accepts employment, under this Agreement’s terms. B.Title and Duties. Executive will be employed as Executive Vice President, Chief Legal Officer, and Corporate Secretary, UnitedHealth Group. Executive will perform such duties, and exercise such supervision and control, as are commonly associated with Executive’s position, as well as perform such other duties as are reasonably assigned to Executive. Executive will devote substantially all of Executive’s business time and energy to Executive’s duties. Executive will maintain operations in Executive’s area of responsibility and make every reasonable effort to ensure that the employees within that area of responsibility act in compliance with applicable law and UnitedHealth Group’s Code of Conduct, as amended from time to time. Executive is subject to all of UnitedHealth Group’s employment policies and procedures (except as specifically superseded by this Agreement). 2.Compensation and Benefits. A.Base Salary. Executive’s initial annual base salary will be $825,000, less applicable withholdings and deductions, payable according to UnitedHealth Group’s regular payroll schedule. Periodic adjustments to Executive’s base salary may be made in UnitedHealth Group’s sole discretion. B.Incentive Compensation. Executive will be eligible to participate in UnitedHealth Group’s incentive compensation plans in UnitedHealth Group’s discretion and in accordance with the plans’ terms and conditions. Executive’s initial target bonus potential will be 125% of annual base salary, subject to periodic adjustments in UnitedHealth Group’s discretion. C.Stock Plan Award Program. Executive will be eligible to participate in UnitedHealth Group’s stock plan award program at UnitedHealth Group’s sole discretion and in accordance with the program’s terms and conditions. Executive’s initial annual stock plan award target will be $5,000,000; however, the grant value, frequency, and terms of such stock plan grants, if any, are at UnitedHealth Group’s sole discretion. D.Stock Plan Award. In accordance with guideline amounts authorized by UnitedHealth Group’s Compensation and Human Resources Committee, management will recommend that Executive be awarded a grant of (i) Performance-Based Restricted Stock Units for the 2024-2026 performance period with a value of $1,000,000, subject to the performance vesting criteria and other terms of the award; (ii) Restricted Stock Units with a value $500,000, which award will vest 25% on each anniversary date of the grant, over a four-year period (or such earlier vesting schedule as determined by the Committee); and (iii) Non-Qualified Stock Options with a Financial Accounting Standards (FAS) value of $500,000, which award will vest 25% on each anniversary date of the grant, over a four-year period (or such earlier vesting schedule as determined by the Committee). All stock plan awards will be subject to the terms and conditions of specific stock plan award agreements, including certain restrictive covenants, and the UnitedHealth Group Incorporated 2020 Stock Incentive Plan. In accordance with UnitedHealth Group’s governance policy, which stipulates that its Compensation and Human Resources Committee can only grant stock plan awards at regularly scheduled quarterly committee meetings, Executive’s recommended grant will be reviewed by the Committee at its June 3, 2024 quarterly meeting. The number of shares comprising the recommended grant will be calculated the day of the Committee meeting using the closing price of UnitedHealth Group stock on the day the calculation is made. E.Employee Benefits. Executive will be eligible to participate in UnitedHealth Group’s employee welfare, retirement, and stock incentive plans on the same basis as other similarly situated executives, in accordance with the terms of the plans. Executive will be eligible for Paid Time Off in accordance with UnitedHealth Group’s policies. UnitedHealth Group reserves the right to amend or discontinue any plan or policy at any time in its sole discretion. In addition to the Company’s generally available benefits, UnitedHealth Group shall provide Executive, at UnitedHealth Group’s expense during the term of Executive’s employment, a $2 million face value term life insurance policy and a long-term disability policy which covers 60% of base salary in the event of a qualifying long-term disability, subject to the policy terms. 3.Termination of Employment. A.By Mutual Agreement. The parties may terminate Executive’s employment at any time by mutual agreement. B.By UnitedHealth Group without Cause. UnitedHealth Group may terminate Executive’s employment without Cause upon 90 days’ prior written notice. C.By UnitedHealth Group with Cause. UnitedHealth Group may terminate Executive’s employment at any time for Cause. “Cause” means Executive’s (a) material failure to follow UnitedHealth Group’s reasonable direction or to perform any duties reasonably required on material matters, (b) material violation of, or failure to act upon or report known or suspected violations of, UnitedHealth Group’s Code of Conduct, as amended from time to time, (c) conviction of any felony, (d) commission of any criminal, fraudulent, or dishonest act in connection with Executive’s employment, (e) material breach of this Agreement, or (f) conduct that is materially detrimental to UnitedHealth Group’s interests. UnitedHealth Group will, within 120 days of discovery of the conduct, give Executive written notice specifying the conduct constituting Cause in reasonable detail and Executive will have 60 days to remedy such conduct, if such conduct is reasonably capable of being remedied. In any instance where the Company may have grounds for Cause, failure by the Company to provide written notice of the grounds for Cause within 120 days of discovery shall be a waiver of its right to assert the subject conduct as a basis for termination for Cause. D.By Executive without Good Reason. Executive may terminate Executive’s employment at any time for any reason, including due to Executive’s retirement. E.By Executive for Good Reason. Executive may terminate Executive’s employment for Good Reason, as defined below. Executive must give UnitedHealth Group written notice specifying in reasonable detail the circumstances constituting Good Reason, within 120 days of becoming aware of such circumstances, or such circumstances will not constitute Good Reason. If the circumstances constituting Good Reason are reasonably capable of being remedied, UnitedHealth Group will have 60 days to remedy such circumstances. “Good Reason” will exist if UnitedHealth Group takes any of the following actions, without Executive’s consent: (a) reduces Executive’s base salary or target bonus percentage other than in connection with a general reduction affecting a group of employees; (b) moves Executive’s primary work location more than 50 miles; or (c) makes changes that substantially diminish Executive’s duties or responsibilities. F.Due to Executive’s Death or Disability. Executive’s employment will terminate automatically if Executive dies, effective as of the date of Executive’s death. UnitedHealth Group may terminate Executive’s employment due to Executive’s disability that renders Executive incapable of performing the essential functions of Executive’s job, with or without reasonable accommodation. Executive will not be entitled to Severance Benefits under Section 4 in the event of termination due to Executive’s death or disability. 4.Severance Benefits. A.Circumstances under Which Severance Benefits Payable. Executive will be entitled to Severance Benefits only if Executive’s employment is terminated by UnitedHealth Group without Cause or if Executive terminates employment for Good Reason. Whether Executive has had a termination of employment will be determined in a manner consistent with the definition of “Separation from Service” under Section 409A of the Internal Revenue Code of 1986 and its accompanying regulations (“Section 409A”) and will be referred to herein as a “Termination.” For purposes of this Agreement, Executive will be considered to have experienced a Termination as of the date that the facts and circumstances indicate that it is reasonably anticipated that Executive will provide no further services after such date or that the level of bona fide services that Executive is expected to perform permanently decreases to no more than 20% of the average level of bona fide services that Executive performed over the immediately preceding 36-month period. In consideration of the Severance Benefits in this Agreement, Executive waives any payments or benefits to which Executive otherwise might be or become entitled under any UnitedHealth Group severance plan or program. B.Severance Benefits. Subject to Section 4.C, Executive shall be entitled to the following Severance Benefits if Executive experiences a Termination under the circumstances described in Section 4.A above: i.Two times Executive’s annualized base salary as of Executive’s Termination. ii.Any bonus or incentive compensation paid or payable to Executive for the two most recent calendar years (excluding stock plan-related awards, payments under any long-term or similar benefit plan, or any other special or one-time bonus or incentive compensation payments); provided, however, that if termination occurs within two years following the Effective Date, the amount payable under this paragraph will be two times Executive’s target incentive. iii.$12,000 lump sum payment, minus applicable deductions, to offset costs of COBRA, which amount will be paid within 60 days following Termination. iv.Outplacement services consistent with those provided to similarly situated executives provided by an outplacement firm selected by UnitedHealth Group. The Severance Benefits in Sections 4.B.i-ii will be paid out, minus applicable deductions, including deductions for tax withholding, in equal bi-weekly payments on the regular payroll cycle over the 24-month period following Executive’s Termination. Commencement of payments shall begin on the first payroll date that is at least 60 days after the date of Executive’s Termination (the “Starting Date”), provided that Executive has satisfied the requirement in Section 4.C. The first payment on the Starting Date shall include those payments that would have been previously paid if the payments of the severance compensation had begun on the first payroll date following the date of Executive’s Termination. Executive’s entitlement to the payments of the severance compensation described in Sections 4.B.i-ii shall be treated as the entitlement to a series of separate payments for purposes of Section 409A. If Executive is a “Specified Employee” (within the meaning of Section 409A and determined pursuant to procedures adopted by UnitedHealth Group) at the time of Executive’s Termination and any amount that would be paid to Executive during the six-month period following Termination constitutes “Deferred Compensation” (within the meaning of Section 409A), such amount shall not be paid to Executive until the later of (i) six months after the date of Executive’s Termination, and (ii) the payment date or commencement date specified in this Agreement for such payment(s). On the first regular payroll date following the expiration of such six-month period (or if Executive dies during the six-month period, the first payroll date following the death), all payments that were delayed pursuant to the preceding sentence shall be paid to Executive in a single lump sum and thereafter all payments shall be made as if there had been no such delay. All Severance Benefits described in Sections 4.B.i-ii shall be paid by, and no further severance compensation shall be paid or payable after, December 31 of the second calendar year following the year in which Executive’s Termination occurs. C.Separation Agreement and Release Required. In order to receive any Severance Benefits under this Agreement, Executive must timely sign a separation agreement and release of claims in a form determined by UnitedHealth Group in its discretion. UnitedHealth Group shall provide to Executive a form of separation agreement and release of claims no later than three (3) days following Executive’s date of Termination. If Executive does not timely execute and deliver to UnitedHealth Group such separation agreement and release, or if Executive does so, but then revokes it if permitted by and within the time required by applicable law, UnitedHealth Group will have no obligation to pay severance compensation to Executive. 5.Property Rights, Confidentiality, Non-Disparagement, and Restrictive Covenants. A.UnitedHealth Group’s Property. i.Assignment. Executive hereby agrees to assign (both during and after his/her employment) and hereby assigns to UnitedHealth Group all rights, titles and interests Executive may have in any invention, computer program, discovery, idea, writing, improvement, process, technique or other works (collectively called "Intellectual Property") whether or not patentable or registrable under copyright or similar statutes, created or conceived by Executive, either alone or jointly with others, during Executive’s employment that: (a)Relates in any manner to the actual or anticipated business, research, or development of UnitedHealth Group; (b)Results from work assigned to or performed by Executive for UnitedHealth Group; and/or (c)Is conceived of or made with the use of UnitedHealth Group systems, equipment, supplies, materials, facilities, computer programs, confidential information and/or trade secret information. ii.Disclosure of Intellectual Property. Executive agrees to promptly disclose in writing to UnitedHealth Group (both during and after Executive’s employment) any interest Executive may have in any Intellectual Property created or conceived by Executive, either alone or jointly with others, during his/her employment. Executive will also promptly disclose in writing to UnitedHealth Group any interest Executive may have in any Intellectual Property created or conceived by Executive, either alone or jointly with others, prior to employment that relates to the actual or anticipated business, research, or development of UnitedHealth Group. iii.Assignment/Transfer of Web Properties. Executive agrees to transfer and assign (both during and after employment), and does hereby assign to UnitedHealth Group all rights, titles, and interests in and to any domain name or social media account (collectively called “Web Properties”) registered or owned by Executive that: (a)Was registered with the intent to be used by UnitedHealth Group; and/or (b)Relates in any manner to, or is used to comment on, the actual or anticipated business of UnitedHealth Group; and/or (c)Contains a registered or common law trademark of UnitedHealth Group. iv.Perfection of Assignment. Executive will at all times, even after termination of employment, do anything reasonably requested of Executive to enable UnitedHealth Group to access, patent, copyright or obtain any other form of protection for the Intellectual Property or Web Properties created, conceived, or registered by Executive, either alone or jointly with others. v.Exclusions. Sections 5.A.i.-iv do not apply to Intellectual Property that meets all of the following criteria: (a)No UnitedHealth Group equipment, supplies, facilities, proprietary or trade secret information was used in its creation; (b)The Intellectual Property was developed entirely on Executive’s own time; (c)At the time of conception or reduction to practice the Intellectual Property does not relate directly to UnitedHealth Group’s business, actual or anticipated research or development; and (d)The Intellectual Property does not result from any work performed by Executive for UnitedHealth Group. vi.No Removal of Property. Executive may not remove from UnitedHealth Group’s premises any UnitedHealth Group records, documents, data or other property, in either original or duplicate form, except as necessary in the ordinary course of UnitedHealth Group’s business. vii.Return of Property. Executive must immediately deliver to UnitedHealth Group, upon termination of employment, or at any other time at UnitedHealth Group’s request, all UnitedHealth Group property, including records, documents, data, and equipment, and all copies of any such property, including any records or data Executive prepared during employment. B.Confidential Information. Executive will be given access to and provided with sensitive, confidential, proprietary and trade secret information (“Confidential Information”) in the course of Executive’s employment. Examples of Confidential Information include: inventions; new product or marketing plans; business strategies and plans; merger and acquisition targets; financial and pricing information; computer programs, source codes, models and databases; analytical models; customer lists and information; and supplier and vendor lists and other information which is not generally available to the public. Subject to Section 5.D below, Executive agrees not to disclose or use Confidential Information, either during or after Executive’s employment with UnitedHealth Group, except as necessary to perform Executive’s UnitedHealth Group duties or as UnitedHealth Group may consent in writing. C.Non-Disparagement. Subject to Sections 5.D and 6.E below, Executive agrees not to criticize, make any negative comments about or otherwise disparage UnitedHealth Group or those associated with it, whether orally, in writing or otherwise, directly or by implication, to any person or entity, including UnitedHealth Group customers or agents. D.Defend Trade Secrets Act Disclosure. Executive acknowledges that, by this Agreement, UnitedHealth Group has provided Executive with written notice that, pursuant to the DTSA, 18 U.S.C. § 1833(b), an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to the individual’s attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Moreover, if an individual files a lawsuit for retaliation for reporting a suspected violation of law, the individual may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret except under court order. E.Restrictive Covenants. Executive agrees to the restrictive covenants in this Section in consideration of Executive’s employment and UnitedHealth Group’s promises in this Agreement, including providing Executive access to Confidential Information. The restrictive covenants in this Section apply during Executive’s employment and for 24 months following termination of employment for any reason. Executive agrees that he/she will not, without UnitedHealth Group's prior written consent, directly or indirectly, for Executive or for any other person or entity, as agent, employee, officer, director, consultant, owner, principal, partner or shareholder, or in any other individual or representative capacity, engage in any of the following activities: i.Non-Solicitation. Executive will not: (a)Solicit or conduct business with any business competitive with UnitedHealth Group from any person or entity: (1) who was a UnitedHealth Group provider or customer within the 12 months before Executive’s employment termination and with whom Executive had contact regarding UnitedHealth Group’s activity, products or services, or for whom Executive provided services or supervised employees who provided those services, or about whom Executive learned Confidential Information during employment related to UnitedHealth Group’s provision of products and services to such person or entity, or (2) was a prospective provider or customer UnitedHealth Group solicited within the 12 months before Executive’s employment termination and with whom Executive had contact for the purposes of soliciting the person or entity to become a provider or customer of UnitedHealth Group, or supervised employees who had those contacts, or about whom Executive learned Confidential Information during employment related to UnitedHealth Group’s provision of products and services to such person or entity; (b)Raid, hire, employ, recruit or solicit any UnitedHealth Group employee or consultant who possesses Confidential Information of UnitedHealth Group to leave UnitedHealth Group to join a competitor; (c)Induce or influence any UnitedHealth Group employee, consultant, or provider who possesses Confidential Information of UnitedHealth Group to terminate his, her or its employment or other relationship with UnitedHealth Group; or (d)Assist anyone in any of the activities listed above. ii.Non-Competition. Executive will not: (a)Engage in or participate in any activity that competes, directly or indirectly, with any UnitedHealth Group activity, product or service that Executive engaged in, participated in, or had Confidential Information about during Executive’s last 24 months of employment with UnitedHealth Group; or (b)Assist anyone in any of the activities listed above. Notwithstanding the foregoing, this Section 5.E.ii will apply only to the extent permissible under the ABA Model Rules of Professional Conduct’s provisions regarding restrictions on the right to practice law or any applicable state counterpart. iii.Geographic Scope. (a)Executive’s obligations under this “Restrictive Covenants” section shall apply on a nationwide basis anywhere in the United States. (b)Executive’s obligations under this “Restrictive Covenants” section shall also apply in any country outside the United States with respect to which Executive had responsibility for any UnitedHealth Group activity, product or service in that country. iv.To the extent Executive and UnitedHealth Group agree at any time to enter into separate agreements containing restrictive covenants with different or inconsistent terms than those contained herein, Executive and UnitedHealth Group acknowledge and agree that such different or inconsistent terms shall not in any way affect or have relevance to the Restrictive Covenants contained herein. Executive agrees that the provisions of this Section 5 are reasonable and necessary to protect the legitimate interests of UnitedHealth Group. F.Cooperation and Indemnification. Executive agrees to cooperate fully (i) with UnitedHealth Group in the investigation, prosecution or defense of any potential claims or concerns regarding UnitedHealth Group’s business about which Executive has relevant knowledge, including by providing truthful information and testimony as reasonably requested by UnitedHealth Group, and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding concerning UnitedHealth Group. UnitedHealth Group will reimburse Executive for any reasonable travel and out-of-pocket expenses incurred by Executive in providing such cooperation. UnitedHealth Group will indemnify Executive, in accordance with applicable law, for all claims and other covered matters arising in connection with Executive’s employment. G.Injunctive Relief. Executive agrees that (a) legal remedies (money damages) for any breach of Section 5 will be inadequate, (b) UnitedHealth Group will suffer immediate and irreparable harm from any such breach, and (c) UnitedHealth Group will be entitled to injunctive relief from a court in addition to any legal remedies UnitedHealth Group may seek in arbitration. If an arbitrator or court determines that Executive has breached any provision of Section 5, Executive agrees to pay to UnitedHealth Group its reasonable costs and attorney’s fees incurred in enforcing that provision. 6.Miscellaneous. A.Tax Withholding. All compensation payable under this Agreement will be subject to applicable tax withholding and other required or authorized deductions. B.Assignment. Executive may not assign this Agreement. UnitedHealth Group may assign this Agreement. Any successor to UnitedHealth Group will be deemed to be UnitedHealth Group under this Agreement. C.Entire Agreement; Amendment. This Agreement contains the parties’ entire agreement regarding its subject matter and may only be amended in a writing signed by the parties. This Agreement supersedes and replaces any and all prior oral or written employment agreements (including letters and memoranda) between Executive and UnitedHealth Group or its predecessors, including, but not limited to, Executive’s Employment Agreement with UnitedHealth Group effective September 14, 2020. This Agreement does not supersede the terms of any stock option, restricted stock, or stock appreciation rights plan or award. Executive and UnitedHealth Group acknowledge and agree that for purposes of calculating years of service for retirement eligibility, Executive received eight and one-half years of service credit as of September 14, 2020, and UnitedHealth Group agreed that this revised retirement eligibility definition would be reflected in and become part of Executive’s future issued equity award certificates. D.Choice of Law. Delaware law governs this Agreement. E.Waivers; Other Rights. No party’s failure to exercise, or delay in exercising, any right or remedy under this Agreement will be a waiver of such right or remedy, nor will any single or partial exercise of any right or remedy preclude any other or further exercise of such right or remedy. Nothing in this Agreement prohibits Executive from making disclosures that are protected under law or reporting violations of state or federal law or regulation to governmental agencies or entities. F.Narrowed Enforcement and Severability. If a court or arbitrator decides that any provision of this Agreement is invalid or overbroad, the parties agree that the court or arbitrator should narrow such provision so that it is enforceable or, if narrowing is not possible or permissible, such provision should be considered severed and the other provisions of this Agreement should be unaffected. G.Dispute Resolution and Remedies. Except for injunctive relief under Section 5.G, any dispute between the parties relating to this Agreement or to Executive’s employment will be resolved by binding arbitration under UnitedHealth Group’s Employment Arbitration Policy, as it may be amended from time to time. The arbitrator(s) may not vary this Agreement’s terms and must apply applicable law. H.Payment of Deferred Compensation – Section 409A. To the extent applicable, it is intended that the compensation arrangements under this Agreement be in full compliance with Section 409A. This Agreement shall be construed in a manner to give effect to such intention. In no event whatsoever shall UnitedHealth Group be liable for any tax, interest or penalties that may be imposed on Executive under Section 409A. UnitedHealth Group shall have no obligation to indemnify or otherwise hold Executive harmless from any such taxes, interest or penalties, or from liability for any damages related thereto. I.Electronic Transmission/Counterparts. The executed version of this Agreement may be delivered by facsimile or email, and upon receipt, such transmission shall be deemed delivery of an original. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, and all of which together will constitute one document. United HealthCare Services, Inc. Executive By /s/ Erin L. McSweney By /s/ Christopher R. Zaetta Its EVP Chief People Officer Date May 29, 2024 Date May 27, 2024 --- ## EX-19.1 SEC source: [unhex19112312024.htm](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex19112312024.htm) Exhibit 19.1 UnitedHealth Group Incorporated Insider Trading Policy Last updated: November 2024 Policy1 Federal Securities laws prohibit trading in (i) UnitedHealth Group Securities or another public company’s Securities while you are aware of Material Non-Public Information relating to UnitedHealth Group or the other company, or (ii) the disclosure of such Material Non-Public Information to others who might trade in UnitedHealth Group Securities or the other company’s Securities. This policy applies to directors, employees and consultants of UnitedHealth Group and its affiliates and its and their family members, contractors, employees and those individuals who live in the same household with such persons or whose trading transactions are directed or influenced by such persons. Additional restrictions apply to those employees who are Restricted Insiders, as set forth in this policy. If you are aware of (i) Material Non-Public Information relating to UnitedHealth Group or (ii) Material Non-Public Information relating to another company (which you obtained as a result of your association with UnitedHealth Group), do not, directly or indirectly through family members or other persons or entities (such as trusts, limited partnerships and corporations over which you have or share voting or investment control): - purchase, sell, pledge (including use in a margin account), gift or contribute (charitable or otherwise) UnitedHealth Group Securities or, if applicable, the other company's Securities; - engage in any action to take personal advantage of the Material Non-Public Information, including electing to participate in a dividend reinvestment or trading plan; or - disclose the Material Non-Public Information, or pass on rumors, tips or recommendations, to others inside of UnitedHealth Group whose jobs do not require them to have such information or to others outside of UnitedHealth Group, including family and friends, business associates and expert consulting firms (“tipping”). A violation of this policy may result in disciplinary action by UnitedHealth Group, and a violation of insider trading laws can result in significant civil and criminal penalties. Federal Securities laws may also impose liability on companies and other "controlling persons" if they fail to take reasonable steps to prevent insider trading by company personnel. If you are not sure if you can trade in UnitedHealth Group or other company Securities in compliance with these laws, do not trade until you are certain you can do so. Immediately notify the Compliance & Ethics HelpCenter if you believe you or someone else may have violated this policy. Consult with the Governance legal team (“Corporate Legal”) if you have questions. Guidelines Section 16 Considerations. Sales and purchases of UnitedHealth Group equity Securities by directors and certain officers of UnitedHealth Group (“Section 16 Officers”) are subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which, among other things, (i) restricts certain transactions, (ii) requires certain persons to disgorge profits and losses avoided in certain situations, and (iii) generally requires that transactions be reported to the Securities and Exchange Commission within two business days. ————————————— 1Capitalized terms are defined in the “Definitions” section. Legitimate Disclosures. UnitedHealth Group may need to disclose Material Non-Public Information to third parties for legitimate business reasons, such as with regard to joint ventures, material contracts, acquisitions, dispositions or other significant business relationships. If you are involved in these situations, you should have a valid confidentiality agreement covering this Material Non-Public Information before making any such disclosures to the counterparty, unless Corporate Legal advises it is not necessary. The confidentiality agreement must provide that Material Non-Public Information cannot be used for trading purposes and may not be further disclosed within the counterparty’s organization except as necessary for legitimate business purposes. Transactions by Family Members and Related Persons and Entities. This policy applies to family members who reside with you, anyone else who lives in your household, and any family members who do not live in your household but whose transactions in UnitedHealth Group Securities are directed by you or are subject to your influence or control (such as parents or children who consult with you before they trade in UnitedHealth Group Securities). This policy also applies to entities (such as trusts, limited partnerships and corporations) over which you have or share voting or investment control. You are responsible for the transactions of these persons and entities and therefore should make them aware of the need to confer with you before they trade in UnitedHealth Group Securities. This policy also applies to your activities as an executor of an estate if you have or share authority to direct the disposition of an estate that includes UnitedHealth Group Securities. Post-Termination Transactions. If you are no longer employed by UnitedHealth Group, or have ceased serving as a director or consultant, but have Material Non-Public Information about UnitedHealth Group or another company (which you obtained as a result of your association with UnitedHealth Group), you are prohibited from trading in UnitedHealth Group Securities (or the other company’s Securities, as applicable) until the Material Non-Public Information about UnitedHealth Group (or the other company, as applicable) in your possession has become public or is no longer material. Short Sales and Hedging. UnitedHealth Group prohibits all of its directors, officers and employees from engaging in short sales, hedging or monetization transactions relating to UnitedHealth Group Securities. A short sale includes a sale of a security that you do not own or a sale that you settle with borrowed Securities. By engaging in short sales of UnitedHealth Group Securities, you are betting that the price of UnitedHealth Group Securities will go down. Section 16(c) of the Exchange Act prohibits short sales by UnitedHealth Group directors and Section 16 Officers. Hedging or monetization transactions, which are prohibited by this policy, generally allow a person to lock in much of the value of his or her Securities, often in exchange for all or part of the potential upside appreciation in the Securities. These transactions include, but are not limited to, zero-cost collars, forward sale contracts, purchase or sale of options (puts, calls or straddles, whether covered or uncovered) or equity swaps or other derivatives that are directly linked to UnitedHealth Group Securities. These transactions allow the person to continue to own the covered Securities, but without the full risks and rewards of ownership. When that occurs, the person may no longer have the same objectives as other owners of the Securities. Margin Accounts and Pledging. Securities held in a margin account may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, Securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of Material Non-Public Information—potentially resulting in an insider trading violation—we discourage you from holding UnitedHealth Group Securities in a margin account or pledging UnitedHealth Group Securities as collateral for a loan. In addition, you may not engage in such a transaction if you are aware of Material Non-Public Information relating to UnitedHealth Group, since such transactions may be deemed to constitute sales of Securities under the federal Securities laws. Section 16 Officers and the members of UnitedHealth Group’s Board of Directors are prohibited from pledging UnitedHealth Group Securities (including depositing such Securities in a margin account). Equity Awards and Employee Stock Purchase Plan Shares. This policy does not apply to (i) the purchase of UnitedHealth Group Securities pursuant to our Employee Stock Purchase Plan (ESPP), (ii) an exercise and hold of Securities underlying stock options and SARs (whether the exercise price is paid in cash or via a net exercise with no market sale) or (iii) the relinquishment of UnitedHealth Group shares to UnitedHealth Group to satisfy tax withholding requirements upon the vesting of certain equity awards. This policy does apply, however, to (i) any sale of UnitedHealth Group Securities as part of a broker-assisted cashless exercise of an equity award or any other market sale for the purpose of generating the cash needed to pay for the exercise price of, or taxes associated with, an equity award (ii) any modification, change or termination of an election to participate in the ESPP, and (iii) any sale of UnitedHealth Group Securities purchased pursuant to our ESPP. Brokerage Dividend Reinvestment Elections. This policy applies to your election to participate in a broker-sponsored dividend reinvestment plan with respect to Securities, and to any sale of such Securities purchased pursuant to any such plan. Written Trading Plan Exception. Subject to certain restrictions, you can purchase or sell UnitedHealth Group Securities at any time pursuant to the terms of a written trading plan, if the plan: - is established outside of a restricted period when you do not have Material Non-Public Information about UnitedHealth Group; and - has been reviewed and confirmed in advance by Corporate Legal as compliant with this policy. Any amendment or modification to a written trading plan must be reviewed and confirmed by Corporate Legal prior to execution. To discuss the process of establishing, amending or modifying a trading plan, contact Corporate Legal. Standing or Limit Orders. A standing or limit order is not exempt from the insider trading rules or this policy. There is no control over the timing of purchases or sales that result from standing instructions to a broker, and as a result a broker could execute your transaction while you are aware of Material Non-Public Information. Therefore, we discourage you from placing standing orders to purchase or sell Securities. Restricted Insiders This policy prohibits Restricted Insiders from trading during certain periods and requires Trade Pre-Clearance Insiders to obtain clearance prior to transacting in UnitedHealth Group Securities. Restricted Trading Periods. During four periods each year, Restricted Insiders may not engage in (i) any purchase, sale, pledge (including use in a margin account), gift or contribution (charitable or otherwise) of UnitedHealth Group Securities, (ii) an election to participate in a broker-sponsored dividend reinvestment plan, or (iii) any adoption, modification or termination of a written trading plan relating to UnitedHealth Group Securities (collectively, the “Securities Transactions”). These “restricted trading periods” begin on March 25, June 25, September 25 and December 25 of each year, and continue through the close of trading of UnitedHealth Group common stock on the New York Stock Exchange on the first full trading day following release to the public of UnitedHealth Group’s earnings for the prior fiscal quarter. Restricted Insiders may apply to Corporate Legal for an exception from this prohibition, but permission to trade during a restricted trading period will not normally be granted absent extenuating circumstances. UnitedHealth Group’s practice is to release earnings before or shortly after the New York Stock Exchange opens for trading. Consequently, the day of release is considered a trading day. For example, if earnings are released before the open of trading on the New York Stock Exchange on a Tuesday, Restricted Insiders can purchase or sell UnitedHealth Group Securities on that following Wednesday as long as all other requirements of this policy are satisfied. If earnings are released after the open of trading on the New York Stock Exchange on a Tuesday, however, the first full trading day after earnings release would be that following Wednesday and Restricted Insiders would be prohibited from trading through Wednesday. Event-Specific Trading Restrictions. From time to time, an event (such as acquisition or disposition of a significant business or the execution of a large contract) may be expected to occur that could be material to UnitedHealth Group and/or the counterparty and is known only by a limited number of individuals. Such individuals aware of the prospective event may not trade in UnitedHealth Group Securities (or, if the proposed counterparty to a transaction is a public company, Securities of that company) so long as the event could be Material Non-Public Information with respect to either party. The existence of an event-specific trading restriction period will not be announced to UnitedHealth Group as a whole and should not be communicated to any other person. Pre-Clearance. Trade Pre-Clearance Insiders must contact Corporate Legal before engaging in any Securities transaction. Trade Pre-Clearance Insiders must not inform anyone of the approval or denial of the pre-clearance request because such information could be indicative of or constitute Material Non-Public Information. Interpretation and Additional Restrictions The Chief Legal Officer of UnitedHealth Group, or his or her designee, has sole discretion to interpret this policy, permit or prohibit trades or grant or deny waivers of this policy. In consultation with the Chief Executive Officer and the President & Chief Financial Officer of UnitedHealth Group, the Chief Legal Officer may, at any time and in his or her sole discretion, place additional restrictions on the purchase and sale of UnitedHealth Group Securities by Restricted Insiders and all other persons and entities that are subject to this policy. Consequences Any person who violates this policy is subject to discipline by UnitedHealth Group by any appropriate means, up to and including dismissal for cause. Even an investigation that does not result in a finding of a violation can damage your reputation and that of UnitedHealth Group. Thus, if you have any questions about specific transactions, you should obtain additional guidance from Corporate Legal and your legal counsel. In addition to disciplinary action by UnitedHealth Group, federal law imposes severe penalties for those who, in violation of the law, either purchase or sell Securities while aware of Material Non-Public Information, or who engage in tipping. Potential penalties include: - Damages equal to the profit gained or loss avoided; - Civil penalties up to three times the profit gained or the loss avoided; - A criminal fine up to $5 million (no matter how small the profit); and - A jail term of up to 20 years. In addition, an individual can be barred from serving as an officer or director of a public company, or in the case of a licensed professional such as an attorney or accountant, from serving in a professional capacity before the Securities and Exchange Commission. Professional licensing organizations separately may revoke a licensed professional’s right to practice in such profession. Federal law may also impose “controlling person” liability on UnitedHealth Group in the event that any director or employee violates the insider trading laws. Individual Responsibility and Consulting Your Own Legal Counsel You are responsible for determining whether you are in possession of Material Non-Public Information. You are also responsible to make sure that your family members, household members or any relevant entity controlled by you complies with this policy, and for taking appropriate actions to protect any Material Non-Public Information you may be aware of or have. As any Securities law violations create personal liability, you should consult your own legal counsel regarding any personal exposure you may have regarding any purchases or sales of Securities. Definitions Material Non-Public Information Material: Material information is any information that a reasonable investor would consider important in determining whether to purchase, hold or sell securities. Any information that could be expected to affect UnitedHealth Group's stock price, whether it is positive or negative, should be considered material. Regulatory authorities and courts have historically given a broad interpretation to what is deemed "material information.” While it is not possible to identify in advance all information that may be considered material information, some examples of information that may be material include: - Financial results or guidance, including updates to or reaffirmation of such guidance - Significant regulatory developments - News of a pending or proposed merger, acquisition or significant partnership - Impending bankruptcy or financial liquidity problems - Changes in dividend policy - Significant new product or service offerings - Gain or loss of a substantial customer or supplier - Significant pricing changes - Stock splits - Equity or debt offerings - Acquisitions or dispositions of significant assets - Certain changes in senior management or the board of directors - Significant litigation exposure due to actual or threatened litigation - Information regarding significant corporate strategic matters - Significant cybersecurity incidents - Change in auditor or auditor notification that the Company may no longer rely on its audit report Non-Public: Non-public information is any information that has not been disclosed to the general public by means of a widely distributed press release, Securities and Exchange Commission filing or other media for broad public access. Information received about a company under circumstances that indicate the information is not yet in general circulation should be considered non-public information. Following disclosure, information remains non-public until the general public has had time to absorb the information fully. Trade Pre-Clearance Insiders Trade Pre-Clearance Insiders include the members of UnitedHealth Group’s Board of Directors, its Section 16 Officers and certain other management members. Restricted Insiders Restricted Insiders include the Trade Pre-Clearance Insiders and other employees designated from time to time by management or Corporate Legal as persons who may have routine or event-specific access to Material Non-Public Information about UnitedHealth Group or another public company. Securities “Securities” means all Securities of UnitedHealth Group or, if otherwise specified, other companies, including common stock, preferred stock, debt Securities, options (including listed options), warrants and other derivative Securities whose value is related to any of the foregoing (regardless of which person actually issues the derivatives). --- ## EX-21.1 SEC source: [unhex21112312024.htm](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex21112312024.htm) Exhibit 21.1 Subsidiaries of the Company Listed below are subsidiaries of UnitedHealth Group Incorporated as of December 31, 2024. Those subsidiaries not listed would not, in the aggregate, constitute a “significant subsidiary” of UnitedHealth Group Incorporated, as that term is defined in Rule 1-02(w) of Regulation S-X. | Name of Entity | State of Jurisdiction or Domicile | Doing Business As | | --- | --- | --- | | 1070715 B.C. Unlimited Liability Company | British Columbia | | | 310 Canyon Medical, LLC | California | | | 4C MSO LLC | Delaware | | | 5995 Minnetonka, LLC | Delaware | | | 7139 Red Bug Oviedo RE, LLC | Florida | | | 8923 Soper Hill Marysville, LLC | Delaware | | | A Better Way Therapy, L.L.C. | Nebraska | | | A+ Learning and Development Centers LLC | Ohio | A+ Solutions | | AAA Home Health, Inc. | Louisiana | Nursing Care Home Health | | Able Home Health, Inc. | Alabama | | | Able Home Health, Inc. | Mississippi | Mississippi HomeCare of BruceMississippi HomeCare of ColumbusMississippi HomeCare of EuporaMississippi HomeCare of GrenadaMississippi HomeCare of KosciuskoMississippi HomeCare of Starkville | | AbleTo, Inc. | Delaware | | | Acadian Home Health Care Services, L.L.C. | Louisiana | Southern Home Health | | Acadian HomeCare of New Iberia, LLC | Louisiana | | | Acadian HomeCare, L.L.C. | Louisiana | Acadian HomeCare / Acadia ParishKaplan HomeCareVille Platte Home Health Agency | | Acadian Physical Therapy Services, LLC | Louisiana | | | Access Hospice, LLC | Missouri | Access Hospice Care | | ACF Group, Inc. | Delaware | | | ACHC ACO, LLC | Kentucky | | | ACN Group IPA of New York, Inc. | New York | | | ACN Group of California, Inc. | California | OptumHealth Physical Health of California | | ACO Clinical Partners, LLC | Kentucky | | | Administradora Clínica La Colina S.A.S. | Colombia | | | Administradora Country S.A.S. | Colombia | | | Administradora Médica Centromed S.A. | Chile | | | Adult Day Care of America, Inc. | Delaware | Almost Family | | Advanced Care House Calls of Alabama, LLC | Alabama | | | Advanced Care House Calls of California, LLC | California | | | Advanced Care House Calls of Colorado, LLC | Colorado | | | Advanced Care House Calls of Connecticut, LLC | Connecticut | | | Advanced Care House Calls of Florida, LLC | Florida | | | Advanced Care House Calls of Georgia, LLC | Georgia | | | Advanced Care House Calls of Idaho, LLC | Idaho | | | Advanced Care House Calls of Illinois, LLC | Illinois | | | Advanced Care House Calls of Michigan, LLC | Michigan | | Advanced Care House Calls of Mississippi, LLC Mississippi Advanced Care House Calls of New Hampshire, LLC New Hampshire Advanced Care House Calls of New Mexico, LLC New Mexico Advanced Care House Calls of Oregon, LLC Oregon Advanced Care House Calls of Pennsylvania, LLC Pennsylvania Advanced Care House Calls of Rhode Island, LLC Rhode Island Advanced Care House Calls of South Carolina, LLC South Carolina Advanced Care House Calls of Tennessee, LLC Tennessee Advanced Care House Calls of Texas, LLC Texas Advanced Care House Calls of Virginia, LLC Virginia Advanced Care House Calls of Washington, LLC Washington Advanced Care House Calls of Wisconsin, LLC Wisconsin Advanced Clinical Partners, LLC Kentucky Advanced Geriatric Education & Consulting, LLC Ohio Advanced Surgery Center of Carlsbad, LLC California Advanced Surgery Center of Clifton, LLC New Jersey Advanced Surgical Center, LLC Texas Advanced Surgical Hospital, LLC Pennsylvania Advanced Therapy Associates LLC Oklahoma Advocate Condell Ambulatory Surgery Center, LLC Illinois Advocate Surgery Center - Libertyville Advocate Southwest Ambulatory Surgery Center, L.L.C. Illinois Tinley Woods Surgery Center Advocate-SCA Partners, LLC Delaware Aesthetic Plastic Surgery Institute of Louisville, LLC Kentucky Louisville Surgery Center, LLC AFAM Acquisition, LLC Kentucky AFAM Holding Co II, LLC Delaware AFAM Holding Co III, LLC Delaware AFAM Holding Co IV, LLC Oklahoma AFAM Holding Co V, LLC Delaware AFAM Holding Co VI, LLC North Carolina AFAM Holding Co VII, LLC Delaware AFAM Holding Co VIII, LLC Delaware AFAM Holding Co, LLC Delaware AFAM Sub I, LLC Delaware AF-CH-HH, LLC Delaware Affirmations Psychological Services, LLC Ohio Tomorrow Begins Today Consulting AHCG Management, LLC Arkansas AHN Central Services, LLC Indiana AHN Target Holdings, LLC Delaware Optum Health Networks Indiana Alabama Health Care Group, LLC Alabama Alabama Homecare of Montgomery, LLC Alabama Alabama Homecare of Montgomery Alabama Physical Therapy Services of Birmingham, LLC Alabama Alabama Physical Therapy Services of Birmingham Alabama Physical Therapy Services of Foley, LLC Alabama Alaska Health Care Group, LLC Alaska Aliansalud Entidad Promotora de Salud S.A. Colombia All Savers Insurance Company Indiana All Savers Life Insurance Company of California California Allina Health Surgery Center - Lakeville, LLC Minnesota Allina Health Surgery Center - Vadnais Heights, LLC Minnesota Almost Family ACO Services of Kentucky, LLC Kentucky Almost Family ACO Services of South Florida, LLC Florida Almost Family ACO Services of Tennessee, LLC Tennessee Almost Family PC of Ft. Lauderdale, LLC Florida Almost Family Almost Family PC of Kentucky, LLC Kentucky Almost Family of Fort Wright Almost Family PC of SW Florida, LLC Florida Almost Family PC of West Palm, LLC Florida Almost Family Almost Family Personal Care, LLC Wisconsin Almost Family Personal Care Almost Family, Inc. Delaware Aloha Surgical Center, LLC Tennessee Altus Hospice of Georgia, LLC Delaware Heart of Hospice Atlanta Heart of Hospice West Atlanta Ambient Healthcare, Inc. Florida Ambient Holdings, Inc. Delaware Ambulatory Center for Endoscopy, L.L.C. New Jersey American Health Network of Indiana II, LLC Indiana HealthCare Network American Health Network of Kentucky, LLC Kentucky American Health Network of Ohio Care Organization, LLC Ohio American Health Network of Ohio II, LLC Ohio American Health Network of Ohio, LLC Ohio AmeriChoice Corporation Delaware AmeriChoice of New Jersey, Inc. New Jersey UnitedHealthcare Community Plan AMG Health, LLC Delaware Amigo Family Counseling, LLC Ohio Análisis Clínicos ML S.A.C. Peru Antelope Valley Surgery Center, L.P. California Apex Clinical Partners, LLC Kentucky Apothecary Holdings, Inc. Delaware AppleCare Medical Management, LLC Delaware Optum Aquitania Chilean Holding SpA Chile Arcadia JV Holdings, LLC Delaware Arise Physician Group Texas Arizona Cardiovascular Institute, LLC Arizona Arizona Health Care Group, LLC Arizona Arizona In-Home Healthcare Partnership-I, LLC Arizona Arizona In-Home Healthcare Partnership-II, LLC Arizona Arizona In-Home Healthcare Partnership-III, LLC Arizona Arizona In-Home Partner-I, LLC Arizona Havasu Regional Medical Center Home Health Arizona In-Home Partner-II, LLC Arizona Valley View Home Health Arizona In-Home Partner-III, LLC Arizona Casa de la Paz Hospice Arizona Physical Therapy Services of Cottonwood, LLC Arizona Arizona Physical Therapy Services of Cottonwood Arizona Physical Therapy Services of Mesa, LLC Arizona Arizona Physical Therapy Services of Phoenix, LLC Arizona Arizona Physical Therapy Services of Scottsdale, LLC Arizona Arizona Physicians IPA, Inc. Arizona UnitedHealthcare Community Plan Arkansas Extended Care, LLC Arkansas Arkansas Community-Based Services Arkansas Health Care Group, LLC Arkansas Arkansas Healthcare Partners, LLC Arkansas Arkansas Home Health Providers-III, LLC Arkansas Arkansas Home Health Providers-West Memphis Elite Home Health Arkansas Home Health Providers-IV, LLC Arkansas Elite Home Health Arkansas Home Hospice, LLC Arkansas Arkansas Home Health & Hospice Providers Arkansas Home Hospice Providers Elite Hospice Arkansas HomeCare of Forrest City, LLC Arkansas ACMC Family Home Health Arkansas Homecare of Forrest City Elite Home Health Northeast Arkansas Homecare Arkansas HomeCare of Fulton, LLC Arkansas Arkansas Homecare of Fulton Elite Home Health North Arkansas Homecare Arkansas HomeCare of Hot Springs, LLC Arkansas Central Arkansas Homecare Elite Home Health Arkansas In-Home Healthcare Partnership-I, LLC Arkansas Arkansas In-Home Healthcare Partnership-II, LLC Arkansas Arkansas In-Home Partner-I, LLC Arkansas Saline Memorial Home Health Arkansas In-Home Partner-II, LLC Arkansas Saline Memorial Hospice Arkansas Nursing Providers, LLC Arkansas Arkansas Physical Therapy Services of Conway, LLC Arkansas Arkansas Physical Therapy Services of Conway Arkansas Physical Therapy Services of Hot Springs, LLC Arkansas Arkansas Physical Therapy Services of Hot Springs Arkansas Physical Therapy Services of Rogers, LLC Arkansas Arkansas Physical Therapy Services of Rogers Arlington Surgery Center, LLC Texas Arusha LLC Pennsylvania The Surgery Center of Chester County ASC Computer Software (NZ) Limited Auckland ASC Computer Software Pty. Ltd. New South Wales ASC Holdings of New Jersey, LLC New Jersey ASC Network, LLC Delaware ASC PEO, LLC Delaware Ascribe Limited Nairobi Ascribe Limited United Kingdom Assisted Care by Black Stone of Central Ohio, LLC Ohio Comfort Home Care Assisted Care by Black Stone of Cincinnati, LLC Ohio Home Care by Black Stone Assisted Care by Black Stone of Dayton, LLC Ohio Home Care by Black Stone Home Care by Black Stone Springfield Assisted Care by Black Stone of Northwest Ohio, LLC Ohio Assisted Care by Black Stone of Toledo, LLC Ohio Assured Capital Partners, Inc. Nevada ASV-HOPCo-SCA Cornerstone, LLC Florida Athens-Limestone HomeCare, LLC Alabama Athens-Limestone HomeCare Atlanta Outpatient Surgery Center, Inc. Georgia Atlanta Surgery Center, Ltd. (L.P.) Georgia Atlanta Outpatient Surgery Center Atlantic Gastro Surgicenter, LLC New Jersey ACCESS Atlantic Homeaid, Inc. Georgia SunCrest Companion Services Atlantic Homecare, Inc. Georgia Atrius MSO, LLC Delaware Augusta Home Care Services, LLC Delaware Trinity Home Health Trinity Home Health of Aiken Trinity Hospice Trinity Hospice of Aiken Aventura Medical Tower Surgery Center, LLC Florida Avery Parent Holdings, Inc. Delaware Aveta Inc. Delaware Awesome MSO, LLC Minnesota AxelaCare Intermediate Holdings, LLC Delaware Alaska Business License #2143943 AxelaCare, LLC Delaware Azina, LLC Delaware Azina Specialty Pharmacy, LLC Banmédica Colombia S.A.S. Colombia Banmédica Internacional SpA Chile Banmédica SpA Chile Baton Rouge HomeCare, L.L.C. Louisiana Feliciana Home Health South Bayfront HMA Home Health LLC Florida Bayfront Health St. Petersburg - Home Care Beach Surgical Holdings III, LLC California Beacon Orthopaedic Partners HoldCo, LLC Delaware Beacon Parent, LLC Delaware Beaumont ASC, LP Texas Beaumont Heart & Vascular Surgery Center Beauregard Memorial Hospital HomeCare, L.L.C. Louisiana Beauregard Home Health Beauregard Memorial Hospital Home Health Agency Behavioral Healthcare Options, Inc. Nevada Beltway Surgery Centers, L.L.C. Indiana Benefit Administration for the Self Employed, L.L.C. Iowa Benefitter Insurance Solutions, Inc. Delaware Benefitter Insurance Services, Inc. Benefitter Solutions Berwick Home Care Services, LLC Delaware Commonwealth Home Health & Hospice of Berwick Commonwealth Hospice of Berwick BGR Acquisition, LLC Florida Apex Home Healthcare BHC Services, Inc. New York Willcare Bind Benefits, Inc. Delaware BIND Surest Surest Administrator Services Surest, Inc. Birmingham Home Care Services, LLC Delaware Birmingham Outpatient Surgical Center, LLC Delaware Black Stone of Central Ohio, LLC Ohio Black Stone of Cincinnati, LLC Ohio Black Stone of Dayton, LLC Ohio Black Stone of Northeast Ohio, LLC Ohio Black Stone of Northwest Ohio, LLC Ohio Black Stone Operations, LLC Ohio Assisted Care by Black Stone Home Care by Black Stone Home Healthcare by Black Stone Blackstone Group, LLC Ohio Blackstone Health Care, LLC Ohio Bloomfield ASC, LLC Connecticut Blue Island Home Care Services, LLC Delaware LHC Illinois Home Health Blue Ridge GP, LLC North Carolina Bluegrass Accountable Care, LLC Kentucky B-NWI2, LLC Nevada Body Image Therapy Center Intensive LLC Maryland Boone Memorial HomeCare, LLC West Virginia Boone Memorial HomeCare Bordeaux (Barbados) Holdings I, SRL Barbados Bordeaux (Barbados) Holdings II, SRL Barbados Bordeaux Holding SpA Chile Bordeaux Holdings, LLC Delaware Bordeaux International Financing, Inc. Delaware Bordeaux International Holdings, Inc. Delaware Bordeaux UK Holdings I Limited United Kingdom Bordeaux UK Holdings II Limited United Kingdom Bordeaux UK Holdings III Limited United Kingdom Bracor, Inc. New York Willcare Brevard HMA Home Health, LLC Florida Mederi Caretenders Wuesthoff Health System Home Health Brevard HMA Hospice, LLC Florida Mederi Caretenders Hospice Wuesthoff Health System Brevard Hospice and Palliative Care Brighter Financial, Inc. Delaware BriovaRx Infusion Services 102, LLC Delaware BriovaRx of Florida, Inc. Delaware BriovaRx of Maine, Inc. Maine Bryan/College Station ASC, LP Texas The Heart & Vascular Surgery Center B-VV1, LLC Utah CAI NCP East Mesa JV, LLC Delaware California Health Care Group, LLC California California Medical Group Insurance Company, Risk Retention Group Arizona Cambridge Home Health Care Holdings, Inc. Delaware Cambridge Home Health Care, Inc. Ohio Cambridge Caretenders Cambridge Home Health Care Home Care by Black Ston Cambridge Home Health Care, Inc./Private Ohio Cambridge Home Health Care Private - Ontario Cambridge Home Health Care Private - Sandusky Cambridge Home Health Care Private - Sheffield Village Cambridge Home Health Care Private - The Plains Cambridge Home Health Care Private - Wooster Cambridge Personal Care, LLC Ohio Cambridge Personal Care Camden HomeCare, LLC Alabama Alabama HomeCare Camp Hill-SCA Centers, LLC Delaware Cape Fear Valley HomeCare and Hospice, LLC North Carolina Cape Fear Valley Home Health Cape Fear Valley Hospice and Palliative Care Capital City Medical Group, L.L.C. Louisiana Primary Care Plus Capstone Behavioral Health, Inc. Nebraska Cardiac Cath Lab of Alexandria GP, LLC Texas Cardiac Cath Lab of Alexandria, LP Texas Cardiac Cath Lab of Beaumont GP, LLC Texas Cardiac Cath Lab of Beaumont, LP Texas Cardiac Cath Lab of Bryan/College Station GP, LLC Texas Cardiac Cath Lab of Bryan/College Station, LP Texas The Heart & Vascular Center Cardiac Cath Lab of Collin County GP, LLC Texas Cardiac Cath Lab of Conroe GP, LLC Texas Cardiac Cath Lab of Conroe, LP Texas College Park Heart & Vascular Center Cardiac Cath Lab of Dallas GP, LLC Texas Cardiac Cath Lab of Fort Worth GP, LLC Texas Cardiac Cath Lab of Fort Worth, LP Texas Heart and Vascular Center of Fort Worth Cardiac Cath Lab of Lake Charles GP, LLC Texas Cardiac Cath Lab of Mid Cities GP, LLC Texas Cardiac Cath Lab of Mid Cities, LP Texas Cardiac Cath Lab of Phoenix GP, LLC Delaware Cardiac Cath Lab of Phoenix, LP Delaware Cardiac Cath Lab of Tyler GP, LLC Texas Cardiac Cath Lab of Waco GP, LLC Texas Cardiac Cath Lab of Waco, LP Texas Cardiac Cath Lab of Wichita GP, LLC Texas Cardiac Cath Lab of Wichita, LP Delaware Cardiovascular Consultants, Ltd. Arizona Care Advisors by Black Stone, LLC Ohio Care Improvement Plus of Texas Insurance Company Texas Care Improvement Plan Care Improvement Plus South Central Insurance Company Nebraska Care Improvement Plus Wisconsin Insurance Company Wisconsin UnitedHealthcare Community Plan CareMount Dental Member, LLC Delaware CareMount Health Solutions, LLC Delaware Optum Medical Management CareMount Value Partners IPA, LLC New York Optum IPA of New York Caretenders of Cleveland, Inc. Kentucky Caretenders Caretenders of Columbus, Inc. Kentucky Caretenders of Jacksonville, LLC Florida Apex Health and Rehab Center Apex Home Healthcare Florida Physical Therapy Services at LPGA Caretenders Visiting Services Employment Company, Inc. Kentucky Caretenders Visiting Services of District 6, LLC Kentucky Florida Home Health Mederi Caretenders Caretenders Visiting Services of District 7, LLC Kentucky Mederi Caretenders Caretenders Visiting Services of Gainesville, LLC Florida Mederi Caretenders Mederi Caretenders Health & Rehab Caretenders Visiting Services of Hernando County, LLC Florida Better @ Home Mederi Caretenders Caretenders Visiting Services of Kentuckiana, LLC Kentucky Almost Family Angels of Mercy Homecare Caretenders Caretenders Visiting Services of Ocala, LLC Florida Better @ Home Caretenders Visiting Services of Orlando, LLC Kentucky Caretenders Visiting Services of Pinellas County, LLC Florida Mederi Caretenders Caretenders Visiting Services of Southern Illinois, LLC Illinois Mederi Caretenders of Fairview Heights Caretenders Visiting Services of St. Augustine, LLC Florida Apex Companion Care Community Home Health Care Caretenders Visiting Services of St. Louis, LLC Missouri Caretenders VNA of Ohio, LLC Ohio Caretenders VS of Boston, LLC Massachusetts Caretenders Caretenders VS of Central KY, LLC Kentucky Caretenders - Lexington Caretenders of Northern KY Caretenders VS of Lincoln Trail, LLC Kentucky Caretenders Caretenders VS of Louisville, LLC Kentucky Caretenders - Louisville Caretenders VS of Ohio, LLC Ohio Caretenders Fairfield VNA Caretenders VNA Fairfield County Area Visiting Nurse Association Fairfield Home Health Care Agency Fairfield Home Health Care Association Fairfield Visiting Nurse Association Fairfield VNA Home Care by Black Stone Home Healthcare by Black Stone Caretenders VS of SE Ohio, LLC Ohio Caregivers Caregivers Health Network Home Care by Blck Stone Home Healthcare by Black Stone Caretenders VS of Western KY, LLC Kentucky Caldwell County Home Health Caretenders - Owensboro Castle Hills Surgicare, LLC Texas Castle Rock SurgiCenter, LLC Colorado Catalyst360, LLC Delaware Alaska Business License #2183585 CATALYST360 INSURANCE SERVICES, LLC Catamaran S.á.r.l. Luxembourg CDC Holdings Colombia S.A.S. Colombia Cedar Creek Home Health Care Agency, LLC Tennessee Deaconess HomeCare Celebration Surgery Center, LLC Florida Center for Advanced Surgical Specialists, LLC Florida Center for Cardiovascular Research and Education, LLC Arizona Center for Quality Improvement, LLC Delaware Central Florida Partnership, LLC Florida Central Jersey Ambulatory Surgical Center, L.L.C. New Jersey Central Park Surgery Center, LLC Texas Centre Home Care LLC Alabama Cherokee Home Health CentrifyHealth, LLC Delaware Centro de Entrenamiento Capacitación en Reanimación SpA Chile Centro de Servicios Compartidos Banmédica SpA Chile Centro Odontológico Americano S.A.C. Peru Centromed Quilpué S.A. Chile Centros Médicos y Dentales Multimed Ltda. 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Delaware Change Healthcare Resources IPA, LLC Delaware Change Healthcare Resources LLC Delaware Altegra Health Operating Company LLC Change Healthcare Solutions, LLC Delaware EBS Envoy LLC Envoy Corporation Envoy LLC Change Healthcare Technologies, LLC Delaware Change Healthcare Technologies, LLC McKesson Technologies Inc Change Healthcare Technology Enabled Services, LLC Georgia Change Healthcare Technology Enabled Services, LLC Change Healthcare Technology Services, LLC Medaphis Physician Services Corporation PST Services, Inc. Change Healthcare UK Holdings Limited United Kingdom Channel Islands Surgicenter Properties, LLC Delaware Charlotte-SC, LLC Delaware Chester River Home Care & Hospice, LLC Maryland VNA of Maryland-Chestertown Chesterfield Visiting Nurses Service, Inc. South Carolina Christiana Spine Ambulatory Surgical Center, L.L.C. Delaware Citrus Regional Surgery Center, L.P. Tennessee Citrus Surgery Center Claims Management Systems, Inc. Florida Health Solutions Systems Clarksville Home Care Services, LLC Delaware Tennova Home Health - Clarksville Tennova Hospice - Clarskville Tennova Home Health - Cleveland Clay County Hospital Home Care, LLC Alabama Clear Health Holdings, Inc. Delaware Clear Health Strategies, LLC Florida Cleburne Surgical Center, LLC Texas Cleveland Home Care Services, LLC Delaware Clínica Alameda SpA Chile Clínica Bío Bío SpA Chile Clínica Ciudad del Mar S.A. Chile Clínica Dávila y Servicios Médicos S.p.A. Chile Clínica San Felipe S.A. Peru Clínica Sánchez Ferrer S.A. Peru Clínica Santa María S.p.A. Chile Clínica Vespucio S.A. Chile Clinical Partners of Colorado Springs, LLC Colorado Clinton Home Health & Hospice, LLC Oklahoma Alliance Oklahoma Home Health & Hospice Western Oklahoma Alliance Oklahoma Home Health Western Oklahoma Assured Home Health of Clinton CMC Home Health and Hospice, LLC Arkansas CMC Home Health CMC Hospice Elite Home Health Elite Hospice Hospice of North Arkansas North Arkansas Homecare Coalition for Advanced Pharmacy Services, Inc. Delaware Coastal Counseling Center, Inc. Virginia Cobranzas Banmédica SpA Chile Collaborative Care Holdings, LLC Delaware Collaborative Care Services, Inc. Delaware Collaborative Realty, LLC New York Colmedica Medicina Prepagada S.A. Colombia Colonial Outpatient Surgery Center, LLC Florida Colonial Practice Management, LLC Delaware Colorado Clinical Partners, LLC Colorado Colorado Health Care Group, LLC Colorado Colorado In-Home Healthcare Partnership-I, LLC Colorado Colorado In-Home Partner-I, LLC Colorado Colorado Plains Medical Center Home Care Colorado Innovative Physician Solutions, Inc. Colorado Colorado Springs Surgery Center, Ltd. Colorado Colorado Springs Surgery Center Comfort Care Transportation, LLC Texas Community Hospice, LLC Mississippi Community Hospice Compassionate Healthcare Management Group, Inc. Georgia Heart of Hospice North Atlanta Compassionate Hospice of Georgia, Inc. Delaware Comprehensive Purchasing Alliance, LLC Tennessee Connecticut Health Care Group Holdings, LLC Connecticut Connecticut Home Health Care, Incorporated Connecticut Patient Care Connecticut Surgery Center, Limited Partnership Connecticut Connecticut Surgery Properties, LLC Delaware Connecticut Surgical Center, LLC Delaware ConnectYourCare, Inc. Delaware ConnectYourCare, LLC Maryland Conroe ASC, LP Delaware Constructora Inmobiliaria Magapoq S.A. Chile Consumer Wellness Solutions, LLC Delaware Coosa Valley HomeCare, LLC Alabama Coosa Valley HomeCare Cornerstone Palliative and Hospice LLC Mississippi Baptist Hospice Country Scan S.A.S. Colombia Covenant Palliative and Hospice, LLC Mississippi Halcyon Hospice - Philadelphia CPS Group Holdings, Inc. Delaware CPS Intermediate Holdings, Inc. Delaware CPS Puerto Rico, Inc. Puerto Rico CPS Rehabilitation Services, LLC Ohio CPS Solutions, LLC Delaware CPS Services, LLC CPS Solutions DE, LLC CPS Supply Chain Solutions, LLC Ohio CPS Telepharmacy, Inc. Tennessee Cross Timbers Surgery Center, LLC Texas Crossroads Home Care Services, LLC Delaware Crossroads Community Home Health Mederi Caretenders Regional Home Care, Crossroads Regional Home Care, Marion Regional Hospice, Marion Crystal Run Healthcare ACO, LLC New York Crystal Run Transformation Services, LLC New York CTVSA Holdings, LLC Delaware CTVSA Management, LLC Delaware Cypress Care, Inc. Delaware Optum Workers Compensation Services of Georgia Dallas County Medical Center HomeCare, L.L.C. Arkansas Elite Home Health Database Solutions II, LLC Delaware Daybreak Real Estate, LLC Tennessee Day-Op Surgery Consulting Company, LLC Delaware DBP Services of New York IPA, Inc. New York Delaware Health Care Group, LLC Delaware Delaware Surgery Center, LLC Delaware Delta Intermediate Holdings, Inc. Delaware Delta Parent, Inc. Delaware Deming Home Care Services, LLC Delaware Dental Benefit Providers of California, Inc. California Dental Benefit Providers, Inc. Delaware DBP Services DBP Services Inc. Denton Endoscopy Surgery Center, LLC Texas Denton Surgery Center, LLC Texas Derry Surgical Center, LLC New Hampshire SURGICAL CENTER OF NEW HAMPSHIRE AT DERRY Diagnóstico Ecotomográfico Centromed Ltda. Chile Diasnóstico por Imágenes Centromed Ltda. Chile Digestive Health Specialists Endoscopy Center - Arizona, LLC Arizona Diplomat Blocker, LLC Delaware Diplomat Pharmacy, Inc. Michigan Diplomat Specialty Pharmacy Discovery Counseling & Consulting, LLC Virginia Distance Learning Network, Inc. Delaware i3CME OptumHealth Education divvyMED, LLC Delaware DIVVY DOSE divvyDOSE DIVVYDOSE DIVVYDOSE LLC DocASAP US, LLC Delaware DocASAP, Inc. Delaware Doctor + S.A.C. 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Florida Doctor's Walk-In Clinics MedExpress MedExpress Urgent Care - Brandon MedExpress Urgent Care - Cape Coral, SW Pine Island Rd MedExpress Urgent Care - Carrollwood MedExpress Urgent Care - Clearwater MedExpress Urgent Care - Clewiston, W Sugarland Hwy MedExpress Urgent Care - Deland, N Woodland Blvd MedExpress Urgent Care - Fort Meyers, S Cleveland Ave MedExpress Urgent Care - Golden Gate, Collier Blvd. MedExpress Urgent Care - Hudson, State Road 52 MedExpress Urgent Care - Jacksonville, Atlantic Blvd. MedExpress Urgent Care - Jacksonville, Merrill Rd MedExpress Urgent Care - Lakeland, N Road 98 MedExpress Urgent Care - Largo MedExpress Urgent Care - Lehigh Acres, Homestead Rd N MedExpress Urgent Care - Lutz MedExpress Urgent Care - Mylan - Fountainbleau Aviation MedExpress Urgent Care - Mylan - Rectrix Aerodrome Centers MedExpress Urgent Care - New Tampa MedExpress Urgent Care - North Port, Tuscola Blvd MedExpress Urgent Care - Northside MedExpress Urgent Care - Palm Beach Gardens MedEpress Urgen Care - Port Charlotte, Tamiami Trl MedExpress Urgent Care - Vero Beach, US Highway 1 MedExpress Urgent Care - West Tampa E Street Endoscopy, LLC Florida West Coast Endoscopy Center Ear Professional International LLC Delaware UnitedHealthcare Hearing East Alabama Medical Center HomeCare, LLC Alabama HomeCare of East Alabama Medical Center East Arkansas Health Holdings, LLC Arkansas East Brunswick Surgery Center, LLC New Jersey University SurgiCenter East Valley Phoenix ASC, LLC Delaware Eastern Georgia Partnership, LLC Georgia ECBC General Partner, LLC Pennsylvania eCode Solutions, LLC Delaware Edelson and Associates, Inc. Kentucky Edwards Plainfield RE, LLC Delaware Egan Health Care Corporation Louisiana Egan - Ochsner Home Health River Parishes Egan Healthcare of Northshore, Inc. Louisiana Egan - Ochsner Home Health Northshore Egan Healthcare of Plaquemines, Inc. Louisiana Egan - Ochsner Home Health New Orleans Egan Home Health & Hospice Egan Hospice Services of the Northshore, LLC Louisiana Egan Hospice Egton Medical Information Systems Limited United Kingdom El Dorado Home Care Services, LLC Delaware South Arkansas Home Health Electronic Network Systems, Inc. Delaware Elite Physical Therapy Services, LLC Arkansas Elite Physical Therapy Services Elk Valley Health Services, LLC Tennessee Elk Valley Home Health Care Agency, LLC Tennessee Elk Valley Professional Affiliates, Inc. Tennessee SunCrest Home Health of Ooltewah Emerald Coast Surgery Center, L.P. Florida Emerald Coast Surgery Center EMIS Group Limited United Kingdom EMIS Health India Private Limited Tamil Nadu Emisar Pharma Services LLC Delaware Emporia Home Care Services, LLC Delaware Southern Virginia Regional Home Health Empremédica S. A. Peru Endo Parent, Inc. Delaware Endoscopy Associates of Valley Forge, LLC Pennsylvania Endoscopy Center Affiliates, Inc. Delaware Endoscopy Center of Bucks County, LP Pennsylvania Englewood Cliffs Surgery Center, LLC New Jersey Precision Surgery Center of Englewood Cliffs Enterprise Life Insurance Company Texas EP Campus I, LLC Delaware EPIC Health Plan California EPIC Management Services, LLC Delaware Episource LLC California Equian Parent Corp. Delaware Equian, LLC Indiana eRx Network Holdings, Inc. Delaware eRx Network, LLC Delaware Eureka Springs Hospital HomeCare, LLC Arkansas Arkansas Homecare of Fayetteville Elite Home Health Eureka Springs Hospital Home Health and Hospice Northwest Arkansas Homecare Eureka Springs Hospital Hospice, LLC Arkansas Elite Hospice Hospice of North Arkansas Patient's Choice Hospice Everett MSO, Inc. Washington The Everett Clinic Excel MSO, LLC California Excelsior Insurance Brokerage, Inc. Delaware Excelsior Benefits Insurance Services Excelsior Benefits Insurance Services, Inc. Executive Health Resources, Inc. Pennsylvania Executive Surgery Center, L.L.C. Texas Fairhaven Holdings, LLC Tennessee Fairhaven Real Estate, LLC Tennessee Fallsgrove Endoscopy Center, LLC Maryland Family Health Care Services Nevada Southwest Medical Associates Home Health Family Home Hospice, Inc. Nevada OptumCare Palliative Care Southwest Medical Associates Hospice and Palliative Care Fayette Medical Center HomeCare, LLC Alabama Fayette Medical Center HomeCare Feliciana Physical Therapy Services, LLC Louisiana Louisiana Physical Therapy Services of Baton Rouge First Family Insurance, LLC Delaware First Family Insurance Agency LLC First Family Insurance Agency, LLC First Hill Surgery Center, LLC Washington First Risk Advisors, Inc. Pennsylvania Florence Home Care Services, LLC Delaware Carolinas Home Health Florence Visiting Nurses Service, Inc. South Carolina Florida Physical Therapy Services of Fort Myers, LLC Florida Florida Physical Therapy Services of Gainesville, LLC Florida Florida Physical Therapy Services of Miramar, LLC Florida Florida Physical Therapy Services of Miramar Florida Physical Therapy Services of Ocala, LLC Florida Florida Physical Therapy Services of Orange City, LLC Florida Apex Health and Rehab Florida Physical Therapy Services of Orlando, LLC Florida Florida Physical Therapy Services of Ormond Beach, LLC Florida Florida Physical Therapy Services of Panama City, LLC Florida Florida Physical Therapy Services of Panama City Florida Physical Therapy Services of Pensacola, LLC Florida Florida Physical Therapy Services of Pensacola Florida Physical Therapy Services of Sarasota II, LLC Florida Florida Physical Therapy Services of Sarasota II Florida Physical Therapy Services of Sarasota, LLC Florida Florida Physical Therapy Services of Sarasota Florida Physical Therapy Services of Sun City, LLC Florida Floyd HomeCare, LLC Georgia Floyd HomeCare Floyd HomeCare of Cartersville Floyd HomeCare of Cedartown Floyd HomeCare of Summerville FMG Holdings, LLC Delaware Foothills Surgery Center, LLC Colorado Footman Walker Associates Limited United Kingdom For Health of Arizona, Inc. 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Minnesota UnitedHealthcare Global Fulton Home Care Services, LLC Delaware Fundación Banmédica Chile Gadsden Home Care Services, LLC Delaware Alabama HomeCare of Gadsden Galesburg Home Care, LLC Delaware LHC - Illinois Home Health Care of Galesburg Gamma Acquisition Inc. Delaware Lifeline Home Health of Western KY Genoa Healthcare LLC Pennsylvania Alaska Business License #1073614 Genoa Healthcare, Inc. Delaware Genoa of Arkansas, LLC Arkansas Genoa Telepsychiatry, Inc. Delaware 1DocWay, Inc. Genoa, QoL Wholesale, LLC Delaware Georgia Health Care Group, L.L.C. Georgia Georgia HomeCare of Harris, LLC Georgia Georgia Home Health Georgia HomeCare Gericare, LLC Tennessee Deaconess HomeCare II gethealthinsurance.com Agency Inc. Indiana UnitedOne Insurance Agency Gladiolus Surgery Center, L.L.C. Florida Glenwood Surgical Center, L.P. California Glenwood Surgical Center Glenwood-SC, Inc. Tennessee Global Land, LLC Nevada Global One Ventures, LLC California G1 G1 Administrator G1 Surgery Global 1 Global One Global One Administrator Global Traveler Organization (Cayman) SPC Limited Grand Cayman Golden Outlook, Inc. California Golden Outlook Golden Outlook Insurance Services Golden Rule Financial Corporation Delaware Golden Rule Insurance Company Indiana Golden Triangle Surgicenter, L.P. 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Investments Holding Company, LLC Delaware Halcyon Healthcare, LLC Delaware Halcyon Hospice of Aiken, LLC Florida Harken Health Insurance Company Wisconsin Hattiesburg Home Care Services, LLC Delaware HomeChoice Health Services - Hattiesburg Wesley Home Care Wesley Lifeline Hays Surgery Center, LLC Texas HCAT Acquisition Inc. Delaware hCentive, Inc. Delaware HCI Acquisition Corp. 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California Health Inventures Employment Solutions, LLC Delaware Health Inventures, LLC Delaware Health Payroll Services, LLC Delaware Health Plan of Nevada, Inc. Nevada Health Plan of Nevada HPN UnitedHealthcare Health Plan of Nevada Medicaid Healthcare Associates of Irving PLLC Texas Healthcare Associates of Texas LLC Delaware Healthcare Gateway Limited United Kingdom HealthCare Partners ASC-LB, LLC California Optum Surgery Center HealthCare Partners Management Services California, LLC Delaware HealthCare Partners Services, LLC HealthCare Partners RE, LLC Delaware HealthCare Partners RE, LLC Healthcare Solutions, Inc. Delaware Optum Healthcare Solutions of Georgia Optum Healthcare Solutions of Georgia, Inc. Healthgrades Marketplace, LLC Delaware Healthline Group, LLC Delaware Healthline Holdings, LLC Delaware Healthline Intermediate Holdings, LLC Delaware Healthline Media UK Limited England Healthline Media, LLC Delaware Healthline UK Holdings Limited England HealthMarkets Group, Inc. Delaware HealthMarkets Insurance Agency, Inc. Delaware HealthMarkets Insurance Agency Insphere Insurance Solutions, Inc. Insphere Solutions Insphere Solutions, Inc. HealthMarkets Services, Inc. Delaware HM Services (Delaware) HealthMarkets, Inc. Delaware HealthMarkets, Inc. UICI, Inc. HealthMarkets, LLC Delaware Healthplex I.P.A., Inc. New York Healthplex Insurance Company New York Healthplex of CT, Inc. Connecticut Healthplex, Inc. New York Healthplex Management Services, Inc. HealthSCOPE Benefits, Inc. Delaware HEALTHSCOPE BENEFIT ADMINISTRATORS HealthSCOPE Holdings, Inc. Delaware HealthSmart Benefit Solutions, Inc. Illinois HealthSmart Casualty Claims Solutions Smart Casualty Claims HealthSmart Benefits Management, LLC Texas HealthSmart Care Management Solutions, L.P. Texas HealthSmart Preferred Care II, L.P. Texas HealthSmart Preferred Network II, Inc. Delaware HealthSmart Primary Care Clinics, LP Texas Heart 'n Home Hospice and Palliative Care, LLC Idaho Heart 'n Home Hospice and Palliative Care Heart of Hospice, LLC South Carolina Heartland Heart and Vascular, LLC Delaware Helena Home Care Services LLC Delaware Regional Home Care, Forreset City Regional Home Care, Helena Help Seguros de Vida S.A. Chile Help Service S.A. Chile Help SpA Chile HGA HomeCare, LLC Alabama Decatur Morgan HomeCare Huntsville Hospital HomeCare Huntsville Hospital HomeCare - Madison HH Health System-Jackson, LLC Alabama HHA of Wisconsin, LLC Wisconsin Almost Family Highlands Ranch Healthcare, LLC Colorado MedExpress Urgent Care MedExpress Urgent Care Fort Collins Boardwalk Dr MedExpress Urgent Care Glendale Leetsdale Dr MedExpress Urgent Care Longmont S Main St Optum Everycare Now Optum Virtual Care HL Greatist, LLC Delaware HMC Home Health, LLC Tennessee HNH Birdie One, LLC Idaho Idaho Home Health & Hospice of Treasure Valley Home Care Connections, Inc. Texas Home Care Connections Home Care Plus, Inc. West Virginia Home Care Plus Medical Equipment Home Care Plus/Summersville Home Health Agency - Central Pennsylvania, LLC Florida OMNI Home Health Home Health Agency - Collier, LLC Florida Mederi Caretenders Home Health Agency - Hillsborough, LLC Florida Home Health Agency - Indiana, LLC Florida OMNI Home Care Home Health Agency - Pennsylvania, LLC Florida OMNI Home Care Home Health Agency - Pinellas, LLC Florida Mederi Caretenders Home Health Care by Black Stone of Central Ohio, LLC Ohio Caretenders Home Health Care by Black Stone of Cincinnati, LLC Ohio Caretenders Home Healthcare by Black Stone Home Health Care by Black Stone of Dayton, LLC Ohio Caretenders Home Health Care by Black Stone of Northwest Ohio, LLC Ohio Caretenders Home Health of Jefferson Co, LLC Kentucky Norton Home Health - Louisville Home Medical S.A. Chile HomeCall, LLC Maryland HomeCall Honodav SpA Chile Hood Home Health Service, L.L.C. Louisiana Baton Rouge General Home Health Hospice of Central Arkansas, LLC Arkansas Elite Hospice Hospice of Central Arkansas Hospice Promise Thrift Store, L.L.C. Louisiana Housecalls Home Health and Hospice, LLC West Virginia Housecalls Home Health Housecalls Hospice Humedica, Inc. Delaware Hygeia Corporation Delaware Hygeia Corporation (Ontario) Ontario Idaho Health Care Group, LLC Idaho Idaho In-Home Healthcare Partnership-I, LLC Idaho Idaho In-Home Partner-I, LLC Idaho Heart 'n Home Hospice IHD Holdings, LLC Delaware Home & Community Care Transitions Illinois Health Care Group, LLC Illinois Illinois Home Care Holdings, LLC Delaware Illinois Home Health Care, LLC Illinois Illinois Independent Care Network, LLC Delaware Illinois LIV, LLC Illinois Northwestern Illinois Home Health Impel Consulting Experts, L.L.C. Texas Impel Management Services, L.L.C. Texas Imperium Clinical Partner III, LLC Kentucky Imperium Clinical Partners II, LLC Kentucky Imperium Clinical Partners, LLC Kentucky Imperium Health Management, LLC Kentucky IN HomeCare Network Central, LLC Indiana Angels of Mercy Home Care Plus - South Angels of Mercy Homecare IN Homecare Network North, LLC Indiana Angels of Mercy Homecare Angels of Mercy Homecare Plus Indiana Homecare Indiana Homecare Network Indiana Care Organization, LLC Indiana Indiana Health Care Group, LLC Indiana Infirmary Home Health Agency, Inc. Alabama Infirmary HomeCare Ingenios Health Co. Delaware Ingenios Health Holdings, Inc. Delaware In-Home Healthcare Partnership of Texas-I, LLC Texas In-Home Healthcare Partnership, LLC Delaware In-Home Partner of Texas-I, LLC Texas Palestine Regional Home Health Inland Surgery Center, L.P. California Inmobiliaria Apoquindo 3001 S.A. Chile Inmobiliaria Apoquindo 3600 Ltda. Chile Inmobiliaria Apoquindo S.A. Chile Inmobiliaria Clínica Santa María S.A. Chile Inmobiliaria e Inversiones Alameda S.A. Chile Inmobiliaria e Inversiones Nueva Apoquindo SpA Chile Inmobiliaria Viñamed Ltda. Chile Innovative Senior Care Home Health of Alabama, LLC Delaware Alabama HomeCare of Oneonta Innovative Senior Care Home Health of Albuquerque, LLC Delaware Innovative Senior Care Home Health of Boston, LLC Delaware Innovative Senior Care Home Health of Charlotte, LLC Delaware SunCrest Home Health Innovative Senior Care Home Health of Chicago, LLC Delaware Apex Health and Rehab LHC - Illinois Home Health Care of Naperville Innovative Senior Care Home Health of Detroit, LLC Delaware Apex Health and Rehab Brookdale Home Health Detroit Caretenders Innovative Senior Care Home Health Innovative Senior Care Home Health of Durham, LLC Delaware Apex Health and Rehab Brookdale Therapy North Raleigh SunCrest Home Health Innovative Senior Care Home Health of Edmond, LLC Delaware Assured Home Health of Oklahoma City Innovative Senior Care Home Health Innovative Senior Care Home Health of Hartford, LLC Delaware Patient Care Innovative Senior Care Home Health of High Point, LLC Delaware Suncrest Home Health Innovative Senior Care Home Health of Indianapolis, LLC Delaware Brookdale Home Health Indianapolis Caretenders Innovative Senior Care Home Health Nurse On Call Innovative Senior Care Home Health of Minneapolis, LLC Delaware Almost Family Innovative Senior Care Home Health of Ohio, LLC Delaware Apex Health and Rehab Caretenders Innovative Senior Care Home Health of Philadelphia, LLC Delaware Innovative Senior Care Home Health of Portland, LLC Delaware Assured Home Health Brookdale Home Health Portland Innovative Senior Care Home Health of Rhode Island, LLC Delaware Brookdale Home Health Road Island Nurse On Call Innovative Senior Care Home Health of St. Louis, LLC Delaware Elite Home Health Innovative Senior Care Home Health of Tulsa, LLC Delaware Assured Home Health Innovative Senior Care Home Health INOV8 Surgical at Memorial City, LLC Texas INOV8 Surgical inPharmative, Inc. Nevada Insight Surgery Center LLC Colorado INSPIRIS of Texas Physician Group Texas Optum Clinic Optum Clinic + Medical Spa Optum Clinic + Urgent Care Inspiris, Inc. Delaware Integrated Behavioral Health, LLC Louisiana Integrity Clinical Partners, LLC Minnesota Inter-Hospital Physicians Association, Inc. Oregon Success-Rx The Portland IPA International Healthcare Services, Inc. New Jersey Inverclinco S.A.S. Colombia Inversiones Clínicas Santa María SpA Chile IPN Optum Care Network, LLC Delaware Isapre Banmédica S.A. Chile ISCHH of Minneapolis Holdings, LLC Delaware Jackson County Home Health, LLC West Virginia Jackson Home Health Jackson Home Care Services, LLC Delaware Jefferson Regional HomeCare, LLC Arkansas Jefferson HomeCare Jordan Ridge Family Medicine, LLC Delaware Optum Idaho Optum Primary Care - Jordan Ridge Optum Utah Jourdanton Home Care Services, LLC Delaware Elite Home Health Joyable, Inc. Delaware Kalamazoo Endo Center, LLC Michigan Kambros, LLC Idaho Katy ASC, LP Texas Advanced Cardiovascular Surgery Center at Methodist West Houston Katy Cardiovascular Services GP, LLC Texas Katy Cardiovascular Services, LP Texas Advanced Cardiovascular Center at Houston Methodist West Katy Cardiovascular & Surgery Center at Houston Methodist West KelseyCare Administrators LLC Texas Kentuckiana Clinical Partners, LLC Kentucky Kentucky Accountable Care, LLC Kentucky Kentucky Clinical Partners, LLC Kentucky Kentucky Health Care Group, LLC Kentucky Kentucky Home Health Care, LLC Kentucky Kentucky HomeCare of Henderson, LLC Kentucky Caretenders Home Health of Henderson Kentucky In-Home Healthcare Partnership-I, LLC Kentucky Kentucky In-Home Healthcare Partnership-II, LLC Kentucky Kentucky In-Home Partner-I, LLC Kentucky Home Health Plus of Kentucky Lifeline of Jackson Purchase Home Health Kentucky In-Home Partner-II, LLC Kentucky Lifeline Health Care of Logan Kentucky LV, LLC Kentucky Commonwealth Home Health - Richmond Kentucky Physical Therapy Services at Richmond Place LLC Kentucky Kentucky Physical Therapy Services at Richmond Place Kentucky Physical Therapy Services of Lexington LLC Kentucky Kentucky Physical Therapy Services of Lexington Kentucky Physical Therapy Services of Somerset, LLC Kentucky Kentucky Physical Therapy Services of Somerset Key West HHA, LLC Florida Island Home Care Key West PD, LLC Florida Keystone Healthcare Partnership, LLC Pennsylvania Kirksville Home Care Services, LLC Missouri Northeast Regional Home Health Knoxville Home Care Services, LLC Delaware Tennova Healthcare Home Health Tennova Healthcare Hospice KS Management Services, L.L.C. Texas KS Plan Administrators, LLC Texas KU Medwest Ambulatory Surgery Center, L.L.C. Kansas La Esperanza del Perú S.A. Peru La Jolla Orthopaedic Surgery Center, L.P. California La Porte Home Care Services, LLC Delaware Indiana Home Care Northwest La Porte Home Health La Porte Home Health & Private Duty La Porte Private Duty Laboratorio ROE S.A. Peru Laboratorios Médicos Amed Quilpué S.A. Chile Lakeland Home Care Services, LLC Delaware Mederi Caretenders Lakeside Ambulatory Surgical Center, LLC Nebraska Lancaster Home Care Services, LLC Delaware Home Care of Lancaster Landmark Group Holdings, LLC Delaware Landmark Health NY IPA, LLC New York Landmark Health NY PO, LLC Delaware Landmark Health of California, LLC Delaware Landmark Health of Massachusetts, LLC Delaware Landmark Health of North Carolina, LLC North Carolina Landmark Health of Oregon, LLC Delaware Landmark Health of Pennsylvania, LLC Delaware Landmark Health of Washington, LLC Delaware Landmark Health, LLC Delaware Landmark India, LLC Delaware Landmark MSO, LLC Delaware Landmark Primary Care, LLC Delaware Laser Acquisition Holdings III, LLC Delaware Laurus Healthcare GP, LLC Texas Laurus Healthcare Management Company Texas Laurus Healthcare, L.P. Texas Laurus High Plains Surgery Center, LP Texas LDI Holding Company, LLC Delaware LDI Diplomat Holding Company, LLC Leaf River Home Health Care, LLC Mississippi Mississippi HomeCare / Hattiesburg Mississippi HomeCare / Laurel Mississippi HomeCare of Richton Leehar Distributors, LLC Delaware Level2 Health Holdings, Inc. Delaware Level2 Health Management, LLC Delaware LHC California Home Health I, LLC Delaware Blossom Ridge Home Health Agency Blossom Ridge Hospice LHC Group Employee Hardship Relief Fund Louisiana LHC Group Health Clinic, LLC Louisiana LHC Group Pharmaceutical Services II, LLC Louisiana LHC Group Pharmaceutical Services III, LLC Louisiana St. Landry Pharmacy LHC Group Recruiting & Training Center, LLC Delaware LHC Group Orientation & Training Center LHC Group, Inc. Delaware LHC Health Care Group of Florida, LLC Florida LHC Home Health Care Group of Michigan, LLC Michigan LHC HomeCare - Lifeline, LLC Kentucky LHC HomeCare of Tennessee, LLC Tennessee Home Care Solutions LHC HomeCare of West Virginia, LLC West Virginia LHC Loveland Home Health I, LLC Delaware At Home Healthcare LHC Lufkin Home Health I, LLC Texas CHRISTUS HomeCare LHC Onalaska Home Health I, LLC Texas CHRISTUS HomeCare LHC Physician Services, LLC Louisiana Acadian Physician Services LHC Real Estate I, LLC Louisiana LHC Real Estate II, LLC Louisiana LHCG C, LLC Mississippi Baptist Hospice - Golden Triangle LHCG CCI, LLC Virginia Cavalier Home Healthcare Services LHCG CCII, LLC Arizona Casa de la Luz Palliative Care LHCG CCIII, LLC Louisiana CHRISTUS Palliative Care Shreveport-Bossier LHCG CCIV, LLC Virginia Freda H. Gordon Palliative Care LHCG CCIX, LLC New Jersey LHCG CCV, LLC Louisiana LHCG CCVI, LLC Alabama LHCG CCVII, LLC Ohio Willcare Home Care LHCG CCVIII, LLC Ohio LHCG CCX, LLC Florida Brevard Palliative Care Mederi Caretenders Palliative Care LHCG CCXI, LLC New Jersey LHCG CCXII, LLC New Jersey LHCG CCXIII, LLC Louisiana CHRISTUS Palliative Care St. Frances Cabrini LHCG CCXIV, LLC Rhode Island LHCG CCXV, LLC New Jersey New Jersey Personal Care LHCG CCXVI, LLC Louisiana LHCG CCXVII, LLC New Jersey LHCG CCXVIII, LLC New Jersey LHCG CCXX, LLC Arizona LHCG CCXXI, LLC Arizona LHCG CCXXII, LLC Georgia Archbold Home Health Services LHCG CCXXIV, LLC Maryland HomeCall of Baltimore LHCG CCXXV, LLC Maryland VNA of Maryland-Easton LHCG CCXXVI, LLC Georgia Three Rivers Home Health Services LHCG CCXXVII, LLC Georgia Three Rivers Home Health Services LHCG CCXXVIII, LLC Georgia LHCG CCXXX, LLC Tennessee LHCG CCXXXI, LLC Delaware HomeCall LHCG CCXXXIII, LLC Texas CHRISTUS Homecare LHCG CCXXXIV, LLC Texas LHCG CCXXXV, LLC Texas LHCG CII, LLC Arkansas Elite Community-Based Services LHCG CIV, LLC Arkansas Elite Community-Based Services LHCG CIX, LLC Louisiana CHRISTUS Hospice Shreveport-Bossier LHCG CL, LLC Maryland LHCG CLI, LLC Texas CHRISTUS Hospice - Central Texas LHCG CLII, LLC Nevada LHCG CLIII, LLC Florida Mederi Caretenders LHCG CLIV, LLC Florida Mederi Caretenders LHCG CLIX, LLC Texas LHCG CLV, LLC Florida Mederi Caretenders LHCG CLVI, LLC Florida Mederi Caretenders LHCG CLVII, LLC Florida Mederi Caretenders LHCG CLVIII, LLC Georgia LHCG CLX, LLC Florida Mederi Private Care LHCG CLXI, LLC Georgia Northeast Georgia Home Health LHCG CLXII, LLC Tennessee Baptist Trinity Palliative Care LHCG CLXIII, LLC Colorado At Home Hospice LHCG CLXIV, LLC Georgia LHCG CLXV, LLC Georgia University Home Health Services LHCG CLXVI, LLC South Carolina University Home Health Services LHCG CLXVII, LLC Arkansas Elite Community-Based Services LHCG CLXVIII, LLC Arkansas Elite Community-Based Services LHCG CLXX, LLC Oklahoma Grace Hospice LHCG CLXXI, LLC Arizona Casa de la Luz East Valley LHCG CLXXII, LLC Arizona LHCG CLXXIII, LLC Wyoming LHCG CLXXIV, LLC Wyoming LHCG CLXXIX, LLC North Carolina Access Community-Based Services LHCG CLXXV, LLC Wyoming LHCG CLXXVI, LLC Wyoming LHCG CLXXVII, LLC Wyoming LHCG CLXXVIII, LLC Wyoming LHCG CLXXX, LLC Alaska LHCG CLXXXI, LLC Alaska LHCG CLXXXIX, LLC Rhode Island LHCG CLXXXV, LLC Washington LHCG CLXXXVI, LLC Washington LHCG CLXXXVIII, LLC Colorado LHCG CV, LLC Arkansas Elite Community-Based Services North Arkansas Community-Based Services LHCG CVI, LLC Louisiana CHRISTUS Homecare St. Patrick LHCG CVII, LLC Louisiana CHRISTUS Hospice and Palliative Care St. Patrick LHCG CVIII, LLC Louisiana CHRISTUS Homecare Shreveport-Bossier LHCG CX, LLC Louisiana CHRISTUS Hospice St. Frances Cabrini LHCG CXC, LLC Tennessee LHCG CXCI, LLC Missouri Central Missouri Palliative Care LHCG CXCII, LLC Massachusetts LHCG CXCIII, LLC Texas LHCG CXCIV, LLC Texas DFW Home Care LHCG CXCIX, LLC Virginia Freda H. Gordon Hospice LHCG CXCV, LLC Mississippi Deaconess Palliative Care LHCG CXCVI, LLC Arizona Casa de la Luz Hospice Casa Hospice at the Hacienda LHCG CXCVII, LLC Indiana OMNI Hospice LHCG CXCVIII, LLC Virginia Generations Home Health LHCG CXI, LLC Texas CHRISTUS St. Michael Home Health Atlanta LHCG CXII, LLC Texas CHRISTUS Homecare LHCG CXIII, LLC Texas CHRISTUS Homecare SPOHN LHCG CXIV, LLC Texas CHRISTUS Hospice and Palliative Care SPOHN LHCG CXL, LLC Pennsylvania Geisinger Hospice LHCG CXLI, LLC Pennsylvania Geisinger Home Health LHCG CXLII, LLC Pennsylvania Geisinger Home Health LHCG CXLIII, LLC Pennsylvania Geisinger Home Health LHCG CXLIV, LLC New Jersey LHCG CXLIX, LLC Maryland VNA of Maryland LHCG CXLV, LLC New Jersey Patient Care LHCG CXLVI, LLC Missouri Central Missouri Home Health LHCG CXLVII, LLC Missouri LHCG CXLVIII, LLC Missouri Central Missouri Hospice LHCG CXV, LLC Texas CHRISTUS Homecare LHCG CXVI, LLC Texas CHRISTUS VNA Homecare San Antonio LHCG CXVII, LLC Texas CHRISTUS VNA Hospice San Antonio LHCG CXXII, LLC Texas d/b/a Dubuis Hospital of Paris LHCG CXXIII, LLC Georgia LHCG CXXIV, LLC Texas CHRISTUS VNA Community Care San Antonio LHCG CXXV, LLC Arkansas Elite Community-Based Services LHCG CXXVI, LLC Louisiana Palliative Care of New Orleans LHCG CXXVII, LLC Virginia LHCG CXXVIII, LLC Alabama LHCG CXXX, LLC Texas LHCG CXXXI, LLC Texas CHRISTUS VNA Palliative Care San Antonio LHCG CXXXII, LLC Tennessee University of TN Medical Center Palliative Care Services LHCG CXXXIII, LLC Tennessee LHCG CXXXIV, LLC Tennessee LHCG CXXXIX, LLC Nevada LHCG CXXXV, LLC Tennessee Erlanger Continucare Home Health SunCrest Home Health V LHCG CXXXVI, LLC Tennessee Erlanger Continucare Home Health I SunCrest Home Health VI LHCG CXXXVII, LLC Texas DFW Home Health DFW Home Health Arlington DFW Home Health McKinney LHCG CXXXVIII, LLC Nevada Saint Mary's Home Care Services LHCG CXXXX, LLC Arkansas LHCG CXXXXI, LLC Arkansas Unity Health HomeCare LHCG CXXXXII, LLC Arkansas Unity Health HomeCare LHCG CXXXXIII, LLC Missouri Capital Region Home Health LHCG CXXXXIV, LLC Nevada Saint Mary's Hospice of Northern Nevada LHCG CXXXXV, LLC District of Columbia HomeCall LHCG CXXXXVI, LLC North Carolina LHCG L, LLC North Carolina Access Community-Based Services LHCG LI, LLC Alabama EAMC - Lanier Home Health LHCG LII, LLC West Virginia St. Joseph's Hospice West Virginia Home Health West Virginia Hospice LHCG LIX, LLC Rhode Island LHCG LVI, LLC Arizona LHCG LVII, LLC Colorado At Home Healthcare LHCG LVIII, LLC Massachusetts LHCG LX, LLC Utah LHCG LXII, LLC Tennessee Tennessee Home Health LHCG LXIII, LLC Washington Assured Home Health LHCG LXIV, LLC Alabama Troy Regional Medical Center Home Health LHCG LXIX, LLC Missouri Missouri Delta Hospice LHCG LXV, LLC Missouri Missouri Delta Home Health LHCG LXVII, LLC Louisiana Lourdes Hospice LHCG LXVIII, LLC Arkansas LHCG LXX, LLC Kentucky Commonwealth Home Health LHCG LXXI, LLC Kentucky Lifeline Home Health of Northern Kentucky LHCG LXXII, LLC Louisiana Acadian HomeCare / Abbeville LHCG LXXIII, LLC Oregon LHCG LXXIV, LLC Georgia Heartlite Hospice LHCG LXXIX, LLC Alabama Heartlite Hospice LHCG LXXV, LLC Georgia LHCG LXXVI, LLC Louisiana Acadian Palliative Care LHCG LXXVII, LLC Arizona Northern Arizona Home Health Northern Arizona Hospice LHCG LXXVIII, LLC Louisiana Jeff Davis MD Homecare LHCG LXXX, LLC Virginia PHR Home Health of Annandale PHR Hospice of Annandale LHCG LXXXII, LLC Florida Parrish Home Health LHCG LXXXIII, LLC Arkansas Elite Hospice LHCG LXXXIV, LLC Alabama Atmore Community Home Care D.W. McMillan Home Health LHCG LXXXIX, LLC West Virginia LHCG LXXXV, LLC Arkansas Elite Palliative Care Services LHCG LXXXVI, LLC Arkansas LHCG LXXXVII, LLC West Virginia LHCG LXXXVIII, LLC Tennessee LHCG New York Holdings, LLC Delaware LHCG Partner II, LLC Texas LHCG Partner, LLC Delaware LHCG V, L.L.C. Louisiana Glenwood Home Health Services Louisiana HomeCare of West Monroe LHCG VI, L.L.C. Louisiana LHCG VIII, L.L.C. Louisiana Bunkie HomeCare LHCG X, L.L.C. Louisiana LHCG XC, LLC West Virginia LHCG XCI, LLC Ohio Pleasant Valley Home Health LHCG XCII, LLC Ohio Pleasant Valley Hospice LHCG XCIII, LLC Tennessee Baptist Trinity Home Care & Hospice I LHCG XCIV, LLC Tennessee Baptist Memorial Home Care & Hospice I LHCG XCIX, LLC Mississippi Baptist Home Care & Hospice - North Mississippi LHCG XCV, LLC Tennessee Baptist Reynolds Hospice House I Baptist Trinity Home Care & Hospice III LHCG XCVI, LLC Tennessee Baptist Memorial Home Care & Hospice LHCG XCVII, LLC Tennessee Baptist Hospice Union City LHCG XCVIII, LLC Mississippi Baptist Home Care & Hospice - North Mississippi Baptist Home Care & Hospice - Oxford Baptist Home Care & Hospice - Southaven Baptist Home Care & Hospice - Tupelo LHCG XII, L.L.C. Louisiana Acadia Extended Care Hospital Louisiana Extended Care Hospital of Lafayette LHCG XIII, L.L.C. Louisiana Lourdes Home Health LHCG XIV, L.L.C. Louisiana Acadian Hospice Acadian Hospice and Palliative Care LHCG XIX, LLC Florida Baptist Home Health Care LHCG XL, LLC Georgia Georgia Home Health LHCG XLI, LLC South Carolina Heart of Hospice Upstate Region LHCG XLII, LLC Arkansas Arkansas Home Care Elite Home Health LHCG XLIII, LLC Louisiana LHCG XLIV, LLC Louisiana LHCG XLVI, LLC Kentucky Lifeline Home Health LHCG XLVII, LLC Wisconsin Wisconsin Home Health LHCG XLVIII, LLC Minnesota LHCG XV, LLC Louisiana St. Landry Homecare LHCG XVI, LLC Louisiana Feliciana Home Health LHCG XVII, LLC Idaho Idaho Home Health & Hospice LHCG XXI, LLC Idaho North Idaho Home Health LHCG XXII, LLC Alabama Alabama Hospice Care of Birmingham Alabama Hospice Care of East Alabama Alabama Hospice Care of Jasper Alabama Hospice Care of Tuscaloosa LHCG XXIII, LLC Kentucky Marshall County Hospital Home Health LHCG XXIX, LLC Alabama Alabama Hospice of the Shoals Keller Home Care LHCG XXV, LLC Missouri Community Loving Care Hospice LHCG XXVI, LLC Mississippi LHCG XXVII, LLC Pennsylvania Pennsylvania Home Health LHCG XXXIII, LLC Texas DFW Home Health LHCG XXXIV, LLC Alabama Alabama Hospice Care of Mobile LHCG XXXIX, LLC Nevada LHCG XXXVII, LLC Illinois LHC-Illinois Home Health Care LHC-Illinois Home Health Care - Effingham LHCG XXXVIII, LLC California Assured Home Health Lifeline Home Health Care of Bowling Green, LLC Kentucky Lifeline Health Care of Hart Lifeline Health Care of Simpson Lifeline Health Care of Warren Lifeline Home Health of Owensboro Lifeline Home Health Care of Fulton, LLC Kentucky Lifeline Health Care of Fulton Lifeline Home Health Care of Hopkinsville, LLC Kentucky Lifeline Home Health Care of Lady Lake, LLC Florida Lifeline Home Health Care of Lakeland, LLC Florida Lifeline Home Health Care of Lexington, LLC Kentucky Lifeline Health Care of Fayette Lifeline Home Health Care of Marathon, LLC Florida Lifeline Home Health Care of Port Charlotte, LLC Florida Lifeline Home Health Care of Russellville, LLC Kentucky Lifeline Health Care of Logan Lifeline Home Health Care of Somerset, LLC Kentucky Lifeline Health Care of Casey Lifeline Health Care of Clinton Lifeline Health Care of Cumberland Lifeline Health Care of Lincoln Lifeline Health Care of McCreary Lifeline Health Care of Pulaski Lifeline Health Care of Russell Lifeline Health Care of Taylor Lifeline Health Care of Wayne Lifeline Home Health Care of Springfield, LLC Tennessee Lifeline Home Health Care Lifeline Home Health Care of Union City, LLC Tennessee Extendicare Home Health of Western Tennessee Lifeline HomeCare of Salem, LLC Kentucky Lifeline of West Tennessee, LLC Tennessee Extendicare Home Health of West Tennessee Lifeline Private Duty Services of Kentucky, LLC Kentucky Lifeline Rockcastle Home Health Lifeline Rockcastle Home Health, LLC Kentucky Lifeprint Accountable Care Organization, LLC Delaware Optum Accountable Care, Arizona Lindenhurst Holding, LLC Delaware Litson Certified Care, Inc. New York Willcare Litson Health Care, Inc. New York Willcare LLC-II, L.L.C. Louisiana St. Landry Extended Care Hospital Logan Surgical Suites, LLC Utah Advanced Surgery Center of Northern Utah Long Term Solutions, Inc. Massachusetts Louisa Home Care Holdings, LLC Delaware Louisa Home Care Services, LLC Delaware Three Rivers Home Care Louisiana Extended Care Hospital of Kenner, LLC Louisiana Ochsner Extended Care Hospital Ochsner Extended Care Hospital of Kenner Louisiana Health Care Group, L.L.C. Louisiana Louisiana Home Health of Feliciana, LLC Louisiana Ochsner Home Health of Baton Rouge Louisiana Home Health of Hammond, L.L.C. Louisiana Ochsner Home Health of Covington Louisiana Home Health of Houma, L.L.C. Louisiana Ochsner Home Health-West Bank Louisiana HomeCare of Delhi, L.L.C. Louisiana Delhi HomeCare Louisiana HomeCare of Kenner, L.L.C. Louisiana Ochsner Home Health of New Orleans Louisiana HomeCare of Lutcher, L.L.C. Louisiana Ochsner Home Health of Lutcher Louisiana HomeCare of Minden, L.L.C. Louisiana Louisiana Homecare / Springhill Louisiana HomeCare of Miss-Lou, L.L.C. Louisiana Louisiana HomeCare of Monroe, L.L.C. Louisiana St. Francis Medical Center Home Health Louisiana HomeCare of North Louisiana, L.L.C. Louisiana Louisiana HomeCare of Alexandria Louisiana HomeCare of Northwest Louisiana, L.L.C. Louisiana Louisiana HomeCare Louisiana HomeCare / Shreveport Louisiana Homecare/Zwolle Louisiana HomeCare of Plaquemine, LLC Louisiana Louisiana HomeCare of Raceland, L.L.C. Louisiana Ochsner Home Health of Raceland Louisiana HomeCare of Slidell, L.L.C. Louisiana Slidell Memorial Hospital Home Health SMH-Ochsner Home Health of Slidell Louisiana Hospice & Palliative Care, L.L.C. Louisiana Louisiana Hospice and Palliative Care Louisiana Hospice Group, LLC Louisiana Louisiana In-Home Healthcare Partnership-I, LLC Louisiana Louisiana In-Home Healthcare Partnership-II, LLC Louisiana Louisiana In-Home Healthcare Partnership-III, LLC Louisiana Louisiana In-Home Partner-I, LLC Louisiana Louisiana Home Health Louisiana In-Home Partner-II, LLC Louisiana Louisiana In-Home Partner-III, LLC Louisiana Louisiana Physical Therapy Services of Bossier City, LLC Louisiana Louisiana Physical Therapy Services of Bossier City Louisiana Physical Therapy Services of Harahan, LLC Louisiana Louisiana Physical Therapy Services of Harahan Louisiana Physical Therapy Services of Lafayette, LLC Louisiana Louisiana Physical Therapy Services of Lafayette Louisiana Physical Therapy, L.L.C. Louisiana Louisville S.C., Ltd. Kentucky Surgecenter of Louisville KY Louisville-SC Properties, Inc. Kentucky Loveland Endoscopy Center, LLC Colorado LTS At Home, LLC Delaware Lutheran Campus ASC, LLC Colorado MAMSI Life and Health Insurance Company Maryland Managed Care of North America, Inc. Florida MCNA Dental Plans Managed Physical Network, Inc. New York Mansfield Endoscopy Center, LLC Texas March Holdings, Inc. California March Vision Care, Inc. California Marietta Surgical Center, Inc. Georgia Marin Surgery Holdings, Inc. Delaware Marion Regional HomeCare, LLC Alabama Alabama HomeCare of Hamilton Marlin Holding Company LLC Delaware Marshall HomeCare, LLC Texas CHRISTUS Good Sheperd Maryland Ambulatory Centers, LLC Maryland Maryland Health Care Group, LLC Maryland Maryland Healthcare Partnership, LLC Maryland Maryland Intermediary-I, LLC Maryland Maryland Intermediary-II, LLC Maryland Maryland Intermediary-III, LLC Maryland Maryland Intermediary-IV, LLC Maryland Maryland Physical Therapy Services of Frederick, LLC Maryland Maryland Physical Therapy Services of Frederick Maryland-SCA Centers, LLC Delaware Massachusetts Assurance Company, Ltd. PIC Grand Cayman Massachusetts Avenue Surgery Center, LLC Maryland Massachusetts Health Care Group, LLC Massachusetts Massachusetts Physical Therapy Services of Framingham, LLC Massachusetts Massachusetts Physical Therapy Services of Quincy Bay, LLC Massachusetts Mayes County HMA Home Health LLC Oklahoma Alliance Oklahoma Home Health Northeast McKenzie Surgery Center, L.P. Tennessee MCNA Health Care Holdings, LLC Florida MCNA Insurance Company Texas MCNA Dental Plans MCNA Systems Corp. Florida MD Ops, Inc. California CHIEF Community Health Information Exchange Foundation MD-Individual Practice Association, Inc. Maryland MED 3000 Health Solutions of the Virginias, L.L.C. Virginia MED3000 Health Solutions Southeast Florida Med-Den Funding, LLC Nebraska Proceed Finance Mederi Caretenders VS of Broward, LLC Florida Mederi Caretenders Mederi Caretenders VS of SE FL, LLC Florida Mederi Caretenders Mederi Caretenders VS of SW FL, LLC Florida Mederi Caretenders Mederi Caretenders VS of Tampa, LLC Florida Mederi Caretenders Mederi Private Care, LLC Florida Mederi Private Care MedExpress Development, LLC Florida MedExpress Urgent Care Alabama, LLC Alabama MedExpress Urgent Care Maine, Inc. Maine Optum Everycare Now Optum Virtual Care MedExpress Urgent Care New Hampshire, Inc. New Hampshire MedExpress Urgent Care of Boynton Beach, LLC Florida MedExpress Urgent Care - Boca Raton MedExpress Urgent Care - Coral Springs MedExpress Urgent Care - Palm Beach Gardens MedExpress Urgent Care - Royal Palm Beach MedExpress Urgent Care, Inc. - Ohio Ohio Medical Center Home Health, LLC Tennessee Medical Centers HomeCare, LLC Alabama Medical Centers HomeCare Medical Clinic of North Texas PLLC Texas Specialist for Health USMD Physician Services WellMed WellMed at Arlington North WellMed at Arlington South WellMed at Burleson WellMed at Carrollton WellMed at Central Cleburne WellMed at Clearfork WellMed at Denton North WellMed at Flower Mound WellMed at Fort Worth Southwest WellMed at Frisco WellMed at Irving WellMed at Keller WellMed at Lake Worth WellMed at Las Colinas WellMed at Mid- Cities WellMed at Midlothian WellMed at North Fort Worth WellMed at North Richland Hills WellMed at Park Springs WellMed at Plano WellMed at Weatherford WellMed NTX Lab Medical Hilfe S.A. Chile Medical Support Los Angeles, Inc. California Medical Support Los Angeles, A Medical Corporation Medical Surgical Centers of America, Inc. Delaware MedSynergies, LLC Delaware Melbourne Surgery Center, LLC Georgia Melbourne Surgery Center Memorial City Holdings, LLC Delaware Memorial City Partners, LLC Delaware Memorial Houston Surgery Center, LLC Texas Mena Medical Center Home Health, L.L.C. Arkansas Elite Home Health Mena Regional Home Health West Arkansas Homecare Mena Medical Center Hospice, L.L.C. Arkansas Elite Hospice Mena Regional Hospice Ouachita Regional Hospice Mercy South ASC LLC Missouri Mesquite Liberty, LLC Nevada MGH/SCA, LLC California MHC Real Estate Holdings, LLC California Miami Surgery Center, LLC Delaware The Surgery Center of Doral Michigan In-Home Healthcare Partnership-I, LLC Michigan Michigan In-Home Healthcare Partnership-II, LLC Michigan Michigan In-Home Healthcare Partnership-III, LLC Michigan Michigan In-Home Healthcare Partnership-IV, LLC Michigan Michigan In-Home Partner-I, LLC Michigan UP Health System Home Care & Hospice Michigan In-Home Partner-II, LLC Michigan UP Health System Home Care & Hospice Michigan In-Home Partner-III, LLC Michigan Michigan In-Home Partner-IV, LLC Michigan Midwest Center for Day Surgery, LLC Illinois Midwest Hospice, LLC Arkansas Midwest JV Holdings, LLC Delaware Mid-West National Life Insurance Company of Tennessee Texas Midwest Surgery Center Holdings, LLC Delaware Mile High SurgiCenter, LLC Colorado Minnesota Health Care Group, LLC Minnesota Mirage Endoscopy Center, LP California Mississippi Health Care Group, LLC Mississippi Mississippi HomeCare of Jackson II, LLC Mississippi Mississippi HomeCare / Clinton Mississippi HomeCare / Jackson Mississippi HomeCare / Madison Mississippi HomeCare / Magee Mississippi HomeCare / Yazoo City Mississippi HomeCare of Carthage Mississippi HomeCare of Crystal Springs Mississippi HomeCare/Flowood Mississippi HomeCare, L.L.C. Mississippi Mississippi Physical Therapy Services of Biloxi, LLC Mississippi Mississippi Physical Therapy Services of Biloxi Missouri Health Care Group, LLC Missouri Missouri Physical Therapy Services of Creve Coeur, LLC Missouri Missouri Physical Therapy Services of Creve Coeur Mizell Memorial Hospital HomeCare, LLC Alabama LHC HomeCare of South Alabama LHC HomeCare of South Alabama - Andalusia MJ Nursing at Black Stone, LLC Ohio Monarch Management Services, Inc. Delaware Advanced Geriatric Care & Family Practice Associates Optum Montgomery Surgery Center Limited Partnership Maryland Montgomery Surgery Center Mooresville Home Care Services, LLC Delaware Lake Norman Home Health Morristown-Hamblen HomeCare and Hospice, LLC Tennessee University of TN Medical Center Home Health Services University of TN Medical Center Hospice Services Mountaineer HomeCare, LLC West Virginia Mountaineer HomeCare MSLA Management LLC Delaware Mt. Pleasant Surgery Center, L.P. Tennessee Munroe Regional HomeCare, LLC Florida Munroe Regional HomeCare Murrells Inlet ASC, LLC South Carolina Carolina Coast Surgery Center My Wellness Solutions, LLC Delaware NAMM Holdings, Inc. Delaware National Cardiovascular Partners GP, LLC Texas National Cardiovascular Partners, LP Texas National Decision Support Company, LLC Delaware National Foundation Life Insurance Company Texas National Health Industries, Inc. Kentucky National Health Information Network, Inc. Texas National Pacific Dental, Inc. Texas National Surgery Centers, LLC Delaware Nationwide ASC Holdings, LLC Florida Nationwide Cass Holdings, LLC Florida Nationwide Celebration Holdings, LLC Florida Nationwide Midtown Holdings, LLC Florida Nationwide Mohawk Holdings, LLC Florida Nationwide Ocala Holdings, LLC Florida Nationwide SFLJRC Holdings, LLC Florida Navigator Health, Inc. Delaware Naviguard, Inc. Delaware naviHealth Care at Home, LLC Delaware naviHealth Coordinated Care, LLC Delaware naviHealth Holdings, LLC Delaware naviHealth SM Holdings, Inc. Delaware naviHealth, Inc. Delaware Home & Community Care Transitions NCP Cardiac Cath Lab of Alexandria, LP Texas NCP Cardiac Cath Lab of Beaumont, LP Texas NCP Cardiac Cath Lab of Bryan/College Station, LP Texas NCP Cardiac Cath Lab of Collin County, LP Texas NCP Cardiac Cath Lab of Conroe, LP Texas NCP Cardiac Cath Lab of Dallas, LP Texas NCP Cardiac Cath Lab of East Fort Lauderdale, LLC Delaware NCP Cardiac Cath Lab of Fort Worth, LP Texas NCP Cardiac Cath Lab of Lake Charles, LP Texas NCP Cardiac Cath Lab of Mid Cities, LP Texas NCP Cardiac Cath Lab of Phoenix, LLC Delaware NCP Cardiac Cath Lab of Tyler, LP Texas NCP Cardiac Cath Lab of Waco, LP Texas NCP Cardiac Cath Lab of Wichita, LP Texas NCP East Mesa, LLC Delaware NCP East Valley Phoenix ASC, LLC Delaware NCP Healthcare Holdings, Inc. Delaware NCP Healthcare Management Company Texas NCP Investment Holdings, Inc. Delaware NCP Philadelphia, LLC Delaware NCP Phoenix Cardiac Cath and Surgical Center, LLC Delaware NCP Phoenix Cardiovascular Practice, LLC Delaware NCP Port Arthur Cardiac Cath Lab, LP Texas Nebraska Health Care Group, LLC Nebraska Neighborhood Health Partnership, Inc. Florida Netwerkes, LLC Tennessee Nevada Health Care Group, LLC Nevada Nevada Pacific Dental Nevada New Hampshire Health Care Group, LLC New Hampshire New Hampshire Physical Therapy Services of Hanover, LLC New Hampshire New Jersey Health Care Group, LLC New Jersey New Mexico Health Care Group, LLC New Mexico New Mexico Physical Therapy Services of Albuquerque, LLC New Mexico New Orleans Regional Physician Hospital Organization, L.L.C. Louisiana Peoples Health Peoples Health Network Nomad Buyer, Inc. Delaware North American Medical Management California, Inc. Tennessee Optum North Carolina Health Care Group, LLC North Carolina North Carolina In-Home Healthcare Partnership-I, LLC North Carolina North Carolina In-Home Healthcare Partnership-II, LLC North Carolina North Carolina In-Home Healthcare Partnership-III, LLC North Carolina North Carolina In-Home Healthcare Partnership-IV, LLC North Carolina North Carolina In-Home Healthcare Partnership-IX, LLC North Carolina North Carolina In-Home Healthcare Partnership-V, LLC North Carolina North Carolina In-Home Healthcare Partnership-VI, LLC North Carolina North Carolina In-Home Healthcare Partnership-VII, LLC North Carolina North Carolina In-Home Healthcare Partnership-VIII, LLC North Carolina North Carolina In-Home Partner-I, LLC North Carolina Harris Home Health North Carolina In-Home Partner-II, LLC North Carolina Harris Palliative Care and Hospice North Carolina In-Home Partner-III, LLC North Carolina Home Care Services of Haywood Regional Medical Center North Carolina In-Home Partner-IV, LLC North Carolina Haywood Hospice & Palliative Care North Carolina In-Home Partner-IX, LLC North Carolina Guardian Home Health North Carolina In-Home Partner-V, LLC North Carolina Carolina Home Care North Carolina In-Home Partner-VI, LLC North Carolina Maria Parham Regional Home Health North Carolina In-Home Partner-VII, LLC North Carolina Hospice of Wilson Medical Center North Carolina In-Home Partner-VIII, LLC North Carolina Home Health of Wilson North Dallas Surgical Center, LLC Delaware North Kitsap Ambulatory Surgery Center, LLC Washington Pacific Surgery Center North Okaloosa Home Health LLC Florida Gulf Coast Home Health North Puget Sound Oncology Equipment Leasing Company, LLC Washington Northampton Home Care, LLC Delaware Easton Home Health Services Northeast Arkansas Partnership, LLC Arkansas Northeast Washington Home Health, Inc. Washington Assured Home Health Northern Nevada Health Network, Inc. Nevada Northern New Jersey Center for Advanced Endoscopy, LLC New Jersey Northern New Jersey Endoscopy Holdings, LLC New Jersey Northern Rockies Surgicenter, Inc. Montana Northern Westchester Facility Project LLC Delaware Northlake Real Estate Holdings, LLC Georgia Northlake Surgicare, Inc. Georgia Northshore Extended Care Hospital, LLC Louisiana Northshore Extended Care Hospital Northwest Georgia Home Health, LLC Georgia Home Care Solutions Northwest Healthcare Alliance, Inc. Washington Assured Home Health & Hospice Northwest Spine and Laser Surgery Center LLC Oregon NW Spine and Laser Surgery Center Northwest Surgicare, LLC Delaware NP Services of IN, LLC Indiana Advanced Care House Calls NP Services of KY, LLC Kentucky Advanced Care House Calls NP Services of NC, LLC North Carolina NP Services of OH, LLC Ohio Assured Care House Calls NSC Greensboro, LLC Delaware NSC Lancaster, LLC Delaware NSC Seattle, Inc. Washington NSC Upland, LLC Delaware Nurse on Call of Arizona, LLC Delaware At Home Healthcare I Nuvaila US, LLC Delaware Oak Shadows of Jennings, L.L.C. Louisiana Oakbrook Subsidiary, Inc. Illinois OC Cardiology Practice Partners, LLC Delaware OCC MSO, LLC Delaware Ohio Health Care Group, LLC Ohio Ohio HomeCare, LLC Ohio Housecalls Home Health Ohio In-Home Healthcare Partnership-I, LLC Ohio Ohio In-Home Partner-I, LLC Ohio CMH Home Health Care Ohio Physical Therapy Services of Mayfield Heights, LLC Ohio Ohio Physical Therapy Services of Richmond Heights Ohio Physical Therapy Services of Richmond Heights, LLC Ohio Ohio Physical Therapy Services of Xenia, LLC Ohio OhioSolutions.org LLC Ohio A+ Solutions Oklahoma City Home Care Services LLC Delaware Alliance Oklahoma Home Health OKC Oklahoma Health Care Group, LLC Oklahoma Oklahoma Physical Therapy Services of Norman, LLC Oklahoma Oklahoma Physical Therapy Services of Norman Omesa SpA Chile OMNI Health Management, LLC Florida OMNI Home Health - District 1, LLC Florida SunCrest OMNI OMNI Home Health - District 2, LLC Florida SunCrest OMNI OMNI Home Health - District 4, LLC Florida Apex Home Healthcare OMNI Home Health - Hernando, LLC Florida SunCrest OMNI OMNI Home Health - Jacksonville, LLC Florida Apex Home Healthcare OMNI Home Health Holdings, Inc. Delaware OMNI Home Health Services, LLC Delaware OmniClaim, LLC Delaware Oncocare S.A.C. Peru One Pass Solutions, Inc. Delaware One World Surgery Illinois OPA MSO, LLC Delaware OPA Ortho Holdings, LLC Washington OPA Ortho, PLLC Washington Ophthalmology Surgery Center of Dallas, LLC Texas Optimum Choice, Inc. Maryland UnitedHealthcare Optum Aviator Investor, LLC Delaware EverCare Evercare Hospice Evercare Hospice and Palliative Care Evercare Hospice and Palliative Care of Colorado Springs Evercare Hospice and Palliative Care of Denver Evercare Palliative Care Evercare Palliative Services Evercare Palliative Services of Colorado Springs Evercare Palliative Services of Denver Evercare Palliative Services of Dover Evercare Palliative Services of Vienna Optum Bank, Inc. Utah Optum Behavioral Care of Delaware, Inc. Delaware Behavioral Health of Delaware Family Counseling Associates of New Hampshire Optum Behavioral Care of Maine Optum Behavioral Care of New Hampshire Optum Behavioral Care of Vermont Optum Behavioral Care of Ohio, Inc. Ohio A Better Way Therapy of Nebraska A Plus Solutions of Ohio Affirmations Psychological Services of Ohio Amigo Family Counseling of Ohio Arbor Counseling of Ohio Capstone Behavioral Health of Nebraska Optum Behavioral Care of Alaska Optum Behavioral Care of Hawaii Optum Behavioral Care of Idaho Optum Behavioral Care of Iowa Optum Behavioral Care of Missouri Optum Behavioral Care of Nebraska Optum Behavioral Care of New Mexico, Inc. Optum Behavioral Care of South Dakota Optum Behavioral Care of Utah Optum Behavioral Care of Wyoming Sundance Behavioral Resources of Utah The Center for Cognitive and Behavioral Therapy of Ohio Tomorrow Begins Today Counseling of Ohio Optum Behavioral Care of Virginia, Inc. Virginia Coastal Counseling Center of Virginia Comprehensive MedPsych Systems of Alabama Discovery Counseling and Consulting of Virginia Integrated Behavioral Health of Louisiana Optum Advanced Therapy Associates of Oklahoma Optum Behavioral Care of Alabama Optum Behavioral Care of Louisiana Optum Behavioral Care of Oklahoma Optum Biometrics, Inc. Illinois Optum Care Network of Indiana, LLC Indiana Optum Care Networks, Inc. Delaware Optum Care Network of Ohio Optum Care Network of Oregon Optum Care Network of Pennsylvania Optum Care Networks of Kentucky OptumCare Network of Connecticut Optum Care of New York Management, Inc. New York Optum Care Services Company Tennessee Inspiris Services Company Optum Care, Inc. Delaware MedExpress Payroll Arkansas Optum Clinics Holding Company, Inc. Delaware Optum Compounding Services, LLC Arizona Optum Digital Health Holdings, LLC Delaware Optum Direct To Consumer, LLC Delaware Optum Financial, Inc. Delaware Optum Frontier Therapies Commercial Services, Inc. Delaware Optum Frontier Therapies Holdings, LLC Delaware Optum Frontier Therapies II, LLC Nevada Optum Frontier Therapies Specialty Distribution, LLC Nevada Optum Frontier Therapies, LLC Michigan Alaska Business License #2143853 Optum Genomics, Inc. Delaware Optum Global Employees' Gratuity Trust Telangana Optum Global Solutions (India) Private Limited Telangana Optum Global Solutions (Philippines), Inc. Phillipines Optum Global Solutions International B.V. Netherlands Optum Government Solutions, Inc. Delaware Optum Growth Partners, LLC Delaware Optum Health & Technology (Hong Kong) Limited Hong Kong Optum Health & Technology (India) Private Limited Karnataka Optum Health & Technology (Singapore) Pte. Ltd. Singapore Optum Health & Technology (US), LLC Missouri Optum Health & Technology Holdings (US), Inc. Missouri Optum Health & Technology Serviços do Brasil Ltda. Brazil Optum Health Networks, Inc. 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Georgia Optum Heart and Vascular Center, LLC Nevada Optum Hospice Pharmacy Services, LLC Delaware HospiScript Services Optum Hospice Pharmacy Services Optum Hospice Pharmacy Services Administrator Optum Infusion Clinic, LLC Arizona Optum Infusion Services 100, Inc. New York Advanced Care of New Jersey Inc. Optum Infusion Services 101, Inc. New York Optum Infusion Services 103, LLC Delaware Optum Infusion Services 200, Inc. South Carolina Optum Infusion Services 201, Inc. Florida Optum Infusion Services 202, Inc. Florida Optum Infusion Services 203, Inc. Florida Optum Infusion Services 204, Inc. Florida Optum Infusion Services 205, Inc. Florida Optum Infusion Services 206, Inc. Alabama Optum Infusion Services 207, Inc. Alabama Optum Infusion Services 209, Inc. Georgia AxelaCare Optum Infusion Services 301, LP Oklahoma AxelaCare Optum Infusion Services 302, LLC Nebraska Optum Infusion Services 305, LLC Delaware Optum Services 305, LLC Optum Infusion Services 308, LLC Arizona AxelaCare Optum Infusion Services 401, LLC California Optum Infusion Services 402, LLC California Optum Infusion Services 404, LLC Oregon Optum Infusion Services 500, Inc. Delaware Alaska Business License #2120394 Optum Infusion Services 500 Optum Services 500, Inc. Optum Infusion Services 501, Inc. Delaware Optum Infusion Services 550, LLC Delaware Optum Services 550, LLC Optum Infusion Services 553, LLC North Carolina Diplomat Specialty Infusion Group Optum Insurance of Ohio, Inc. Ohio Optum Ireland Health Services Limited Ireland Optum KS Holdings, LLC Delaware Optum Labs Topaz, Inc. Delaware Optum Labs, Inc. Phillipines Optum Labs, LLC Delaware UnitedHealth Group Research & Development Optum Life Sciences (Canada) Inc. Ontario Optum Networks of New Jersey, Inc. Delaware Optum Care Network-New Jersey OptumCare Network of New Jersey OrthoNet of the Mid-Atlantic Optum of New York, Inc. New York Optum Operations (Ireland) Unlimited Company Ireland Optum Oregon MSO, LLC Delaware Optum Peak Endoscopy Center, LLC Delaware Optum Peak Endoscopy Optum Perks LLC Delaware Optum Pharma Services Holdings, Inc. Delaware Optum Pharmacy 700, LLC Delaware Optum Pharmacy 701, LLC Delaware Alaska Business License #2143945 Optum Pharmacy 702, LLC Indiana Optum Pharmacy 704, Inc. Texas Optum Pharmacy 705, LLC Alabama Optum Pharmacy 706, Inc. New York Optum Pharmacy 707, Inc. California Optum Pharmacy 801, Inc. Arizona Optum Public Sector Solutions, Inc. Delaware OptumServe Community Care Services Optum Rocket, LLC Delaware Optum SCA CS JV Holdings, LLC Delaware Optum Select Management, Inc. Delaware Optum Senior Services, LLC Alabama SeniorScript Optum Serve, LLC Delaware Optum Services (Ireland) Limited Ireland Optum Services (Puerto Rico) LLC Puerto Rico Optum Services, Inc. Delaware Alaska Business License 2186405 Optum Solutions UK Holdings Limited United Kingdom Optum Specialty Distribution Holdings, LLC Nevada Optum Specialty Distribution, LLC Delaware Alaska Business License Optum Specialty Services, LLC Delaware Optum Technology, LLC Delaware Optum UK Solutions Group Limited United Kingdom Optum Washington Network, LLC Washington Optum Women's and Children's Health, LLC Delaware Optum, Inc. Delaware Optum360 Services, Inc. Delaware Optum360 Solutions, LLC Delaware Optum360, LLC Delaware OptumCare ACO New Mexico, LLC Delaware NM Care ACO, LLC OptumCare ACO West, LLC Delaware OptumCare Clinical Trials, LLC Delaware HCP Clinical Research HCP Clinical Research, LLC OptumCare Colorado ASC, LLC Colorado Digestive Disease Endoscoopy Optum Digestive Disease Optum Endoscopy OptumCare Colorado Medical Group, LLC Colorado Colorado Springs Health Partners, LLC Digestive Disease Clinic Mountain View Medical Group Mountain View Medical Group, Part of Optum New West Physicians Optum Optum Digestive Disease OptumCare Colorado, LLC Colorado HealthCare Partners Colorado, LLC OptumCare Endoscopy Center New Mexico, LLC New Mexico OptumCare Florida CI, LLC Delaware OptumCare Florida, LLC Delaware Optum OptumCare Holdings Colorado, LLC Colorado OptumCare Holdings, LLC California OptumCare Management, LLC California HealthCare Partners HealthCare Partners, LLC Magan Medical Clinic Optum OptumCare New Mexico, LLC Delaware ABQ Health Partners, LLC OptumCare New York IPA, Inc. New York OptumCare Specialty Practices Investments, LLC Delaware OptumCare Specialty Practices, LLC Delaware OptumHealth Care Solutions, LLC Delaware OptumHealth Holdings, LLC Delaware OptumHealth International B.V. Netherlands OptumInsight Holdings, LLC Delaware OptumInsight Life Sciences, Inc. Delaware OptumInsight Provider Value Network ACO - NY, LLC New York OptumInsight Provider Value Network ACO, LLC Delaware OptumInsight, Inc. Delaware Ingenix, Inc. Optum OptumRx Administrative Services, LLC Texas Alaska Business License #2143946 OptumRx Discount Card Services, LLC Delaware Alaska Business License #1039765 (qualification) OptumRx Group Holdings, Inc. Delaware OptumRx Health Solutions, LLC Delaware OptumRx Holdings I, LLC Delaware OptumRx Holdings, LLC Delaware OptumRx Home Delivery of Ohio, LLC Ohio OptumRx at Nationwide OptumRx of Ohio OptumRx NY IPA, Inc. New York OptumRx of Pennsylvania, LLC Delaware FutureScripts Secure OptumRx PBM of Illinois, Inc. Delaware OptumRx PBM of Maryland, LLC Nevada Alaska Business License #1048672 OptumRx PBM Administrator of Maryland OptumRx PBM of Pennsylvania, LLC Pennsylvania FutureScripts OptumRx PBM of Wisconsin, LLC Wisconsin OptumRx PBM Administrator of Wisconsin OptumRx PD of Pennsylvania, LLC Pennsylvania OptumRx Pharmacy of Nevada, Inc. Nevada Culinary Pharmacy OptumRx, Inc. California Alaska Business License #2084085 FirstLine Medical Alaska Business License #2108686 FirstLine Benefits Alaska Business License 2084037 (qualification) Alaska Business License 969517 (OptumRx) FirstLine Benefits FirstLine Medical Optum Personal Care Benefits OptumRx OptumRx PBM Administrator of California OptumRx Pharmacy at Collins Aerospace OptumServe Health Services, Inc. Wisconsin LHI Logistics Health Logistics Health, Inc. OptumServe Health Services, Inc. OptumServe Technology Services, Inc. Maryland Optum Optum, Inc. QSSI Quality Software Services Quality Software Services, Inc. Oquirrh West II, LLC Utah Oregon Health Care Group, LLC Oregon Oren Meyers, Ph.D., LLC Ohio Orlando Center for Outpatient Surgery, L.P. Georgia OrthoAlliance MSO, LLC Delaware OrthoAlliance OrthoNet Holdings, Inc. Delaware OrthoNet LLC New York OrthoNet of New York OrthoNet New York IPA, Inc. New York OrthoNet of the South, Inc. Delaware OrthoNet West, Inc. Delaware Orthopedic Center of Louisville, LLC Kentucky OrthoWest MSO, LLC Delaware OrthoWest, a California general partnership California Osprey JV, LP Delaware Ovations, Inc. Delaware Oxford Health Insurance, Inc. New York Oxford Health Plans (CT), Inc. Connecticut Oxford Health Plans (NJ), Inc. New Jersey Oxford Health Plans (NY), Inc. New York Oxford Health Plans LLC Delaware Oxford Agency - Oxford Health Plans Inc. P2P Link, LLC Delaware Pacific Casualty Company, Inc. Hawaii PacifiCare Life and Health Insurance Company Indiana UnitedHealthOne PacifiCare Life Assurance Company Colorado UnitedHealthOne PacifiCare of Arizona, Inc. Arizona PacifiCare Secure Horizons Pacífico S.A. Entidad Prestadora de Salud Peru Palliative Care At Heart, LLC South Carolina Palmetto Express Company, LLC Delaware Palmetto Express, L.L.C. Louisiana Panama City Surgery Center, LLC Florida Panther Blocker I Merger Sub Inc. Delaware Panther Blocker II Merger Sub Inc. Delaware Panther Company Merger Sub LLC Delaware Panther DE Inc. Delaware Park Hill Surgery Center, LLC Texas Parker LP, LLC Nevada Parkway Surgery Center, LLC Delaware WellSpan Parkway Surgery Center Partial Hospital Systems, Inc. Tennessee Daybreak Treatment Center Patient Care Associates, L.L.C. New Jersey Patient Care Connecticut, LLC Connecticut Patient Care HHA, LLC Connecticut TotalCare HomeCare Patient Care Hospice, LLC Delaware Patient Care Hospice of Wayne Patient Care Medical Services, Inc. New Jersey Patient Care New Jersey, Inc. Delaware Patient Care of Hudson County, LLC New Jersey Patient Care Pennsylvania II, LLC Pennsylvania OMNI Personal Care Services Patient Care Pennsylvania, Inc. Delaware OMNI Personal Care Services Patient Care Patient Care, Inc. Delaware Patient's Choice Homecare, LLC Connecticut Patient's Choice Hospice and Palliative Care of Louisiana, L.L.C. Louisiana Louisiana Hospice and Palliative Care I Patient's Choice Hospice, LLC Arkansas Elite Hospice Patrimonio Autónomo Nueva Clínica Colombia Payment Resolution Services, LLC Tennessee AIM HEALTHCARE SERVICES PDX, Inc. Texas PE Gastro Management, LLC Delaware PE Gastro MSO Holdings, LLC Delaware PE New Jersey Holdco, LLC New Jersey PE North Ridgeville Holdings, LLC Ohio Peak One Surgery Center, LLC Colorado Pearland Pkwy RE, LLC Delaware Pennsylvania Health Care Group Holdings, LLC Pennsylvania Pennsylvania In-Home Healthcare Partnership-I, LLC Pennsylvania Pennsylvania In-Home Healthcare Partnership-II, LLC Pennsylvania Pennsylvania In-Home Healthcare Partnership-III, LLC Pennsylvania Pennsylvania In-Home Partner-I, LLC Pennsylvania Pennsylvania In-Home Partner-II, LLC Pennsylvania Conemaugh Regional Hospice Pennsylvania In-Home Partner-III, LLC Pennsylvania Nason Hospital Home Health Agency Penzo Enterprises, LLC Delaware Peoples Health, Inc. Louisiana Perimeter Center for Outpatient Surgery, L.P. Georgia Perimeter Surgery Center of Atlanta Petersburg Home Care Services, LLC Delaware Southside Regional Home Health PF2 IP LLC Delaware PF2 PST Services LLC Delaware PGC Acquisition Holdings, LLC Pennsylvania PGC Endoscopy Center for Excellence, LLC Pennsylvania PGH Global (Cayman) Limited Grand Cayman PGH Global, LLC Delaware PGT Medical Group, Inc. Texas PharmScript Holdco, LLC Delaware PharmScript of CT LLC Connecticut PharmScript of Florida, LLC Florida PharmScript of Florida South PharmScript of GA LLC Delaware PharmScript of IA, LLC Delaware PharmScript of IL, LLC Delaware PharmScript of IN LLC Indiana PharmScript of KS LLC Delaware PharmScript of MO, LLC PharmScript of MA LLC Delaware PharmScript of MD LLC Delaware PharmScript of MN LLC Delaware PharmScript of NC LLC Delaware PharmScript of NE LLC Delaware PharmScript of OH LLC Delaware PharmScript of PA LLC Pennsylvania PharmScript of Texas LLC Texas PharmScript of Texas North PharmScript of TN LLC Delaware PharmScript of West Texas, LLC Delaware PharmScript, L.L.C. New Jersey PHARMSCRIPT OF NY, LLC Phoenix ASC, LP Delaware Phoenix Cardiac Cath and Surgical Center, LLC Delaware Phoenix Mental Health and Wellness PLLC Arizona Physician Alliance of the Rockies, LLC Colorado Optum Care Network Physicians Accountable Care of Kentucky LLC Kentucky Physicians Accountable Care, LLC Kentucky Physicians Day Surgery Center, LLC Florida Physicians Endoscopy Intermediate Holdco, Inc. Delaware Physicians Endoscopy, L.L.C. Delaware Physicians Group of Texas, LLC Texas Physicians Health Choice of Texas, LLC Texas Physicians Health Choice Physicians Health Plan of Maryland, Inc. Maryland Physicians' Medical Center, LLC Indiana PMC Regional Hospital Picayune HomeCare, LLC Mississippi Mississippi HomeCare / Wiggins Mississippi HomeCare of Bay St. Louis Mississippi HomeCare of Gulfport Mississippi HomeCare of Picayune Pinnacle Health Partnership LLP United Kingdom Pinnacle III, LLC Colorado Platejoy, LLC Delaware Plus One Health Management Puerto Rico, Inc. Puerto Rico Plus One Holdings, Inc. Delaware PMC-SCA Holdings, LLC Delaware PMI Acquisition, LLC Delaware PMSI, LLC Florida Optum Optum Workers Compensation Services of Florida Polar II Fundo de Investimento em Participações Multiestratégia Brazil Polo Holdco, LLC Delaware POMCO Network, Inc. New York POMCO, Inc. New York EM Risk Management Pomco Pomco Group Benefit Administrators Pomerado Outpatient Surgical Center, Inc. California Rancho Bernardo Surgery Center Pomerado Outpatient Surgical Center, L.P. California Palomar Surgical Center Escondido Rancho Bernardo Surgery Center Ponca City Home Care Services, LLC Oklahoma Alliance Oklahoma Home Health North Central Assured Home Health of Ponca City Port Arthur Cardiac Cath Lab GP, LLC Texas Port Arthur Cardiac Cath Lab, LP Delaware Port Arthur Surgical Center, LLC Delaware Post-Acute Care Center for Research, LLC Delaware Pottstown Home Care Services, LLC Delaware Tri County Home Health Tri County Home Health & Hospice PPH Holdings, LLC Delaware PPH Management Company, L.L.C. Delaware PPH-Columbia, Inc. Delaware PPS Holdings, Inc. Tennessee Practice Partners in Healthcare, LLC Delaware Prairieland Outpatient Diagnostic Center, LLC Illinois Digestive Disease Endoscopy Center Preferred Care Network, Inc. Florida Preferred Care Partners Holding, Corp. Florida Preferred Care Partners, Inc. Florida PreferredOne Administrative Services, Inc. Minnesota PreferredOne PreferredOne Insurance Company Minnesota Premier Choice ACO, Inc. California Premier Surgery Center of Louisville, L.P. Tennessee Premiere Medical Resources, LLC Delaware Preston Memorial HomeCare, LLC West Virginia Preston Memorial HomeCare Prevention Healthcare Holdings, LLC Delaware Primary Care at Home of Louisiana II, LLC Louisiana Primary Care at Home of Louisiana III, LLC Louisiana Primary Care at Home of Louisiana IV, LLC Louisiana Primary Care at Home of Louisiana, LLC Louisiana Primary Care at Home of Tennessee, LLC Tennessee Primary Care at Home of West Virginia, LLC West Virginia Prime Health, Inc. Nevada Med One Works PrimeCare Medical Network, Inc. California PrimeCare of Citrus Valley, Inc. California Optum Optum Care Network–Citrus Valley PrimeCare of Corona, Inc. California Optum Optum Care Network-Corona PrimeCare of Hemet Valley, Inc. California Optum Optum Care Network-Hemet Valley PrimeCare of Inland Valley, Inc. California Optum Optum Care Network–Inland Valley PrimeCare of Moreno Valley, Inc. California Optum Optum Care Network–Moreno Valley PrimeCare of Redlands, Inc. California Optum Optum Care- Redlands PrimeCare of Riverside, Inc. California PrimeCare of San Bernardino, Inc. California Optum Optum Care Network-San Bernardino PrimeCare of Sun City, Inc. California Optum Optum Care Network–Sun City PrimeCare of Temecula, Inc. California Optum Network Temecula Princeton Community HomeCare, LLC West Virginia PCH Home Health Princeton Endoscopy Center, LLC Delaware Princeton Home Health, LLC Alabama Priority Care, Inc. Connecticut Patient Care PRO Surgery Center, LLC Delaware Procura Management, Inc. Delaware Optum Managed Care Services Progressive Medical, LLC Ohio Optum Workers Compensation Services of Ohio PMI Medical Solutions, LLC PMI Solutions, LLC Progressive Medical Solutions, LLC Progressive Medical, LLC of Ohio ProHEALTH Medical Management, LLC Delaware ProHealth Physicians ACO, LLC Connecticut ProHealth Physicians, Inc. Connecticut ProHealth Proton Center Management, LLC Delaware Pronounced Health Solutions, Inc. Delaware Prosemedic S.A.C. Peru Prospero Benefits Management, LLC Delaware Prospero Care Management, LLC Delaware Prospero Management Services, LLC Delaware Proxemis Limited United Kingdom PS Intermediate Holdco I, LLC Delaware PS Intermediate Holdco II, LLC Delaware PS Management Services, LLC Delaware Pharmscript Management Services, LLC PS OF MI, LLC Michigan PS Payroll Inc. Delaware PharmScript Payroll Co. QoL Acquisition Holdings Corp. Delaware R Cubed, Inc. Tennessee SeniorMetrix Rally Health, Inc. Delaware Reagan Street Surgery Center, LLC California Real Appeal, LLC Delaware Red Bud Home Care Services, LLC Delaware Red Bud Regional Home Care Red River HomeCare, L.L.C. Texas Elite Home Health Redlands Ambulatory Surgery Center California Redlands-SCA Surgery Centers, Inc. California Refresh Intermediate Holdings, Inc. Delaware Refresh Kentucky, LLC Kentucky Refresh Management, LLC Delaware Refresh Mental Health, Inc. Delaware Refresh New Jersey Psych Health LLC New Jersey Refresh Parent Holdings, Inc. Delaware Reliant MSO, LLC Delaware Research Surgical Center LLC Colorado Surgical Center of the Rockies Restore OMH Holdings, Inc. Delaware Restore OMH Intermediate Holdings, Inc. Delaware Rhode Island Health Care Group, LLC Rhode Island Richardson Medical Center HomeCare, L.L.C. Louisiana Ridges Surgery Center, LLC Minnesota River West Home Care, LLC Delaware Rivercrest Home Health Care, Inc. Texas Elite Home Health Riverside Medical Management, LLC Delaware Riverside Surgical Center of Meadowlands, LLC New Jersey Riverside Surgical Center of Rutherford RLS Katy Cardiovascular Services, LP Texas Roane HomeCare, LLC West Virginia Roane HomeCare Rockville Eye Surgery Center, LLC Maryland Palisades Eye Surgery Center Rocky Mountain Health Maintenance Organization, Incorporated Colorado Rocky Mountain Health Plans Rocky Mountain HMO Roma Plaza II, LLC Nevada RVO Health, LLC Delaware RX Systems Limited United Kingdom S&B Health Care, LLC Ohio Saber Holdco, LLC Delaware Saden S.A. Chile Sage Medical, Prof. LLC South Dakota Salem Home Care, LLC Oregon Assured Home Health - Salem Salem JV Holdings, LLC Delaware Salem Surgery Center, LLC Oregon Northbank Surgical Center Salveo Specialty Pharmacy, Inc. Delaware Sand Lake SurgiCenter, LLC Florida Sand Lake Surgery Center Sanvello Health Holdings, LLC Delaware Sanvello Health Inc. Delaware SC Affiliates, LLC Delaware SCA AHN JV Holdings II, LLC Delaware SCA AHN JV Holdings, LLC Delaware SCA Austin Holdings, LLC Delaware SCA Aventura Holdings, LLC Delaware SCA Avon Holdings, LLC Delaware SCA Bloomfield Holdings, LLC Delaware SCA BOSC Holdings, LLC Delaware SCA Cedar Park Holdings, LLC Delaware SCA Clifton, LLC Delaware SCA Colorado Springs Holdings, LLC Delaware SCA Cottonwood Holdings, LLC Delaware SCA Danbury Surgical Center, LLC Delaware SCA Denver Holdings, LLC Delaware SCA Development, LLC Delaware SCA Duluth Holdings, LLC Delaware SCA Duncanville Holdings, LLC Delaware SCA Duncanville MSO, LLC Texas SCA East Bay Holdings, LLC Delaware SCA eCode Solutions Private Limited Uttar Pradesh SCA Englewood Health Holdings, LLC Delaware SCA Englewood Holdings, LLC Delaware SCA ESSC Holdings, LLC Delaware SCA Global One Holdings, LLC Delaware SCA Grove Creek Holdings, LLC Delaware SCA Guilford Holdings II, LLC Delaware SCA Guilford Holdings, LLC Delaware SCA Hays Holdings, LLC Delaware SCA Health Anesthesia - Kentucky, LLC Delaware SCA Health Anesthesia, LLC Delaware SCA Health Value Enterprise, LLC Delaware SCA Health, LLC Delaware SCA Heartland Holdings, LLC Delaware SCA HoldCo, Inc. Delaware SCA Holding Company, Inc. Delaware SCA Holdings, Inc. California SCA Houston Holdings, LLC Delaware SCA HRH Holdings, LLC Delaware SCA IEC Holdings, LLC Delaware SCA Indiana Holdings, LLC Delaware SCA Jacksonville Holdings, LLC Delaware SCA Louisville, LLC Delaware SCA Lutheran Holdings, LLC Delaware SCA Murrells Inlet, LLC Delaware SCA Northern Utah Holdings, LLC Delaware SCA Northwest Holdings, LLC Delaware SCA Outside New Jersey, LLC Delaware SCA Pacific Holdings, Inc. California SCA Pacific Surgery Holdings, LLC Delaware SCA Palisades Holdings, LLC Delaware SCA Pinehurst Holdings, LLC Delaware SCA Pinnacle Holdings, LLC Delaware SCA Premier Surgery Center of Louisville, LLC Delaware SCA Providence Holdings, LLC Delaware SCA Rockledge JV, LLC Delaware SCA ROCS Holdings, LLC Delaware SCA Rush Oak Brook Holdings, LLC Delaware SCA Sage Medical, LLC Delaware SCA San Diego Holdings, LLC Delaware SCA South Ogden Holdings, LLC Delaware SCA Southwest Fort Wayne Holdings, LLC Delaware SCA Southwestern PA, LLC Delaware SCA Specialists of Florida, LLC Delaware SCA SSSC Holdings, LLC Delaware SCA Stonegate Holdings, LLC Delaware SCA Surgery Holdings, LLC Delaware SCA Surgicare of Laguna Hills, LLC Delaware SCA Teammate Support Network Alabama SCA Total Holdings, LLC Delaware SCA Waterloo Holdings, LLC Delaware SCA West Health Holdings, LLC Delaware SCA Westgreen Holdings, LLC Delaware SCA-Albuquerque Surgery Properties, Inc. New Mexico SCA-Anne Arundel, LLC Delaware SCA-AppleCare Partners, LLC Delaware SCA-Bethesda, LLC Delaware SCA-Blue Ridge, LLC Delaware SCA-Bonita Springs, LLC Delaware SCA-Boynton Beach, LLC Delaware SCA-Carlsbad Holdings, LLC Delaware SCA-Castle Rock, LLC Delaware SCA-Charleston, LLC Delaware SCA-Chatham, LLC Delaware SCA-Chevy Chase, LLC Delaware SCA-Citrus, LLC Tennessee SCA-Colonial Partners, LLC Delaware SCA-Colorado Springs, LLC Delaware SCA-Davenport, LLC Delaware SCA-Denver Physicians Holdings, LLC Colorado SCA-Denver, LLC Delaware SCA-Derry, LLC Delaware SCA-Doral, LLC Delaware SCA-Downey, LLC Delaware SCA-Dry Creek, LLC Delaware SCA-Dublin, LLC Delaware SCA-Encinitas, Inc. Delaware SCA-Eugene, LLC Tennessee SCA-First Coast, LLC Delaware SCA-Florence, LLC Delaware SCA-Fort Collins, Inc. Colorado SCA-Fort Walton, Inc. Tennessee SCA-Franklin, LLC Delaware SCA-Frederick, LLC Delaware SCA-Freeway Holdings, LLC Delaware SCA-Ft. Myers, LLC Delaware SCA-Gainesville, LLC Delaware SCA-Gladiolus, LLC Delaware SCA-Glenwood Holdings, LLC Delaware SCA-Grants Pass, LLC Delaware SCA-Grove Place, LLC Delaware SCA-Hagerstown, LLC Delaware SCA-Hilton Head, LLC Delaware SCA-Houston Executive, LLC Delaware SCAI Holdings, LLC Delaware SCA-Illinois, LLC Delaware SCA-Insight Holdings, LLC Delaware SCA-JPM Holdings, LLC Delaware SCA-Kissing Camels Holdings, LLC Delaware SCA-Louisville Ortho, LLC Delaware SCA-Mecklenburg Development Corp. North Carolina SCA-Memorial City, LLC Delaware SCA-Memorial, LLC Texas SCA-Merritt, LLC Delaware SCA-Midlands, LLC Delaware SCA-Mirage Holdings, LLC Delaware SCA-Mobile, LLC Delaware SCA-Mokena, LLC Delaware SCA-Morris County, LLC Delaware SCA-Mt. Pleasant, LLC Delaware SCA-Naperville, LLC Delaware SCA-Naples, LLC Delaware SCA-New Jersey, LLC Delaware SCA-Newport Beach, LLC California Scanner Centromed S.A. Chile SCA-Optum Nevada Holdings, LLC Delaware SCA-Palm Beach MSO Holdings, LLC Delaware SCA-Palm Beach, LLC Delaware SCA-Palomar Holdings, LLC Delaware SCA-Panama City Holdings, LLC Delaware SCA-Pocono, LLC Delaware SCA-Portland, LLC Delaware SCA-Practice Partners Holdings, LLC Delaware SCA-Pro Holdings, LLC Delaware SCA-Riverside Partners, LLC Delaware SCA-Riverside, LLC Delaware SCA-RWJBH TSC Holdings, LLC Delaware SCA-Sacred Heart Holdings, LLC Delaware SCA-San Diego, Inc. Delaware SCA-San Luis Obispo, LLC Delaware SCA-Sand Lake, LLC Delaware SCA-Santa Rosa, Inc. Nevada SCA-Seattle, LLC Delaware SCA-Somerset, LLC Delaware SCA-Spartanburg Holdings, LLC Delaware SCA-St. Cloud Holdings, LLC Delaware SCA-St. Louis Holdings, LLC Delaware SCA-St. Louis, LLC Delaware SCA-St. Lucie, LLC Delaware SCA-Surgicare, LLC Delaware SCA-UTH Holdings, LLC Texas SCA-Verta, LLC Delaware SCA-VLR Holdings Company, LLC Delaware SCA-Wake Forest, LLC Delaware SCA-Western Connecticut, LLC Delaware SCA-Winston-Salem, LLC Delaware SCA-Winter Park, Inc. Tennessee SCA-Woodlands Holdings, LLC Delaware SCLHS-SCA Holdings, LLC Delaware SCP Specialty Infusion, LLC Delaware Scranton Quincy Home Care Services, LLC Delaware Commonwealth Home Health of Moses Taylor SD IV/Co-Invs Pharm Blocker Corp. Delaware Seattle Surgery Center LLC Washington Senior Benefits, L.L.C. Arizona Senior Care Network of Connecticut, LLC Delaware Advantage Plus Network -Connecticut Serquinox Holdings LLC Delaware Servicios de Entrenamiento en Competencias Clínicas SpA Chile Servicios Integrados de Salud Ltda. Chile Servicios Médicos Amed Quilpué S.A. Chile Servicios Médicos Bío Bío Ltda. Chile Servicios Médicos Ciudad del Mar Ltda. Chile Servicios Médicos Santa María Ltda. Chile Servicios Médicos Vespucio Ltda. Chile Sharon Home Care Services, LLC Delaware Sharon Regional Health System Home Health Sharon Regional Health System Home Health & Hospice Sharon Regional Health System Hospice and Palliative Care SHC Atlanta, LLC Delaware SHC Austin, Inc. Georgia SHC Hawthorn, Inc. Georgia SHC Melbourne, Inc. Georgia Shelbyville Home Care Services, LLC Delaware Sierra Health and Life Insurance Company, Inc. Nevada UnitedHealthcare Insurance Company USA Sierra Health Services, Inc. Nevada Sierra Health-Care Options, Inc. Nevada Sierra Home Medical Products, Inc. Nevada Southwest Medical Pharmacy & Home Medical Equipment Southwest Medical Pharmacy & Home Medical Equipment, Inc. THC of Nevada Sierra Nevada Administrators, Inc. Nevada Sistema de Administración Hospitalaria S.A.C. Peru SJ East Campus ASC, LLC Colorado Denver Convalescent & Recovery Center Denver Surgery Center SJ Home Care, LLC Delaware Lutheran Health Network Home Health Lutheran Health network Home Health, Bluffton Lutheran Home Health Lutheran Home Health, Bluffton Lutheran Lifeline St. Joseph Home Care Summit Home Health Summit Home Health, Bluffton Summit Lifeline Small Business Insurance Advisors, Inc. Texas Sociedad de Inversiones Santa María SpA Chile Solaris JV Holdings, Inc. Delaware Solstice Administration Services, Inc. Florida Solstice Administrators of Alabama, Inc. Alabama Solstice Administrators of Missouri, Inc. Missouri Solstice Administrators of North Carolina Inc. North Carolina Solstice Administrators, Inc. California Solstice Benefit Services, Inc. Florida Solstice Benefits, Inc. Florida Solstice Health Insurance Company New York Solstice Healthplans of Arizona, Inc. Arizona Solstice Healthplans of Colorado, Inc. Colorado Solstice Healthplans of Ohio, Inc. Ohio Solstice Healthplans of Texas, Inc. Texas Solstice Healthplans, Inc. Florida Solstice of Illinois, Inc. Illinois Solstice of Minnesota, Inc. Minnesota Solstice of New York, Inc. New York Soluciones en Salud SpA Chile Solutran, LLC Delaware Alaska Business License #2184150 Somerset Outpatient Surgery, L.L.C. New Jersey Raritan Valley Surgery Center Sonus JV LP Delaware SOSCCA Holdings, LLC Delaware South Arlington Surgical Providers, LLC Texas South Carolina Health Care Group, LLC South Carolina South Carolina In-Home Healthcare Partnership-I, LLC South Carolina South Carolina In-Home Healthcare Partnership-II, LLC South Carolina South Carolina In-Home Healthcare Partnership-III, LLC South Carolina South Carolina In-Home Partner-I, LLC South Carolina Providence Home Health South Carolina In-Home Partner-II, LLC South Carolina South Carolina In-Home Partner-III, LLC South Carolina South Florida Joint Replacement Center, LLC Florida South Mississippi Home Health, Inc. Mississippi Deaconess Hospice South Mississippi Home Health, Inc. - Region I Mississippi Deaconess HomeCare South Mississippi Home Health, Inc. - Region II Mississippi Deaconess HomeCare South Mississippi Home Health, Inc. - Region III Mississippi Southeast Alabama HomeCare, LLC Alabama Southeast Alabama HomeCare Southeast Alabama HomeCare of Eufaula Southeast Louisiana HomeCare, L.L.C. Louisiana Southern California Physicians Managed Care Services, LLC California Southern Georgia Partnership, LLC Georgia Southwest Arkansas HomeCare, LLC Arkansas Elite Home Health Southwest Arkansas Homecare Southwest Medical Associates, Inc. Nevada COU, Inc. OptumCare OptumCare Community Center Southwest Hospitalist Services Group Southwest Medical Specialties Pharmacy Southwest Michigan Health Network Inc. Michigan Southwest Missouri HomeCare, LLC Missouri Access Community-Based Services Southwest Post-Acute Care Partnership, LLC Texas Southwest Surgery Center, LLC Illinois Center for Minimally Invasive Surgery Southwest Surgical Center, LLC Minnesota Orthopaedic Institute Surgery Center SP GE VIII-B Pharm Blocker Corp. Delaware Space Coast Surgical Center, Ltd. Florida Merritt Island Surgery Center Specialists in Urology Surgery Center, LLC Florida Sunergy Outpatient Surgery Center - Naples Specialized Outpatient Surgery Center for Children and Adults, LLC Florida Specialized Pharmaceuticals, Inc. Pennsylvania Specialty Benefits, LLC Delaware Specialty Billing Solutions, LLC Colorado Specialty Pharmacy Blocker, LLC Delaware Specialty Surgical Center, LLC New Jersey Spectera of New York, IPA, Inc. New York Spectera, Inc. Maryland CARE Programs, a division of Spectera, Inc Health Benefit Sevices, Inc. Spectera United Optical Spokane Home Care Services, LLC Delaware Springdale Home Care Services, LLC Delaware Northwest Arkansas Home Health Northwest Home Health SRPS, LLC Delaware St. Cloud MSO, LLC Delaware St. Cloud Surgical Center, LLC Delaware St. James HomeCare, L.L.C. Louisiana St. Louis Cardiovascular Institute, LLC Missouri St. Louis Specialty Surgical Center, LLC Missouri St. Mary's Medical Center Home Health Services, LLC West Virginia St. Mary's Home Health Service Steamboat Surgery Center, LLC Colorado Stonegate Surgery Center, L.P. Texas Summit Cardiovascular Group, LLC Delaware Suncoast Healthcare Partnership, LLC Florida Suncoast Partner-1, LLC Florida Suncoast Partner-II, LLC Florida Suncoast Partner-III, LLC Florida Suncoast Partnership-I, LLC Florida Suncoast Partnership-II, LLC Florida Suncoast Partnership-III, LLC Florida SunCrest Companion Services, LLC Tennessee SunCrest Companion Services of Clarksville SunCrest Companion Services of Hendersonville SunCrest Companion Services of Manchester SunCrest Companion Services of Memphis SunCrest Companion Services of Smithville SunCrest Healthcare of East Tennessee, LLC Tennessee SunCrest Home Health SunCrest Healthcare of Middle TN, LLC Tennessee SunCrest Home Health I SunCrest Healthcare of West Tennessee, LLC Tennessee Homechoice Health Services Homechoice Health Services - Hernando SunCrest Healthcare, Inc. Georgia Suncrest Home Health of AL, Inc. Alabama SunCrest Home Health SunCrest Home Health of Claiborne County, Inc. Tennessee SunCrest Home Health of Georgia, Inc. Georgia SunCrest Home Health SunCrest Home Health of Manchester, Inc. Tennessee SunCrest Home Health II SunCrest Home Health of MO, Inc. Missouri SunCrest Home Health of Nashville, Inc. Tennessee SunCrest Home Health III SunCrest Home Health of South GA, Inc. Georgia SunCrest Home Health SunCrest Home Health of Tampa, LLC Florida SunCrest OMNI SunCrest LBL Holdings, Inc. Tennessee SunCrest Outpatient Rehab Services of TN, LLC Tennessee SunCrest Outpatient Rehab Services, LLC Tennessee SunCrest Telehealth Services, Inc. Tennessee Sundance Behavioral Resources, LLC Utah SunSurgery, LLC Delaware Surgery Center at Cherry Creek, LLC Colorado Surgery Center at Cottonwood, LLC Utah Surgery Center at Grove Creek, LLC Utah Surgery Center at Kissing Camels, LLC Colorado Surgery Center at South Ogden, LLC Utah Surgery Center Holding, LLC Delaware Surgery Center of Boca Raton, Inc. Florida Surgery Center of Colorado Springs, LLC Delaware Surgery Center of Des Moines, LLC Delaware Surgery Center of Easton, LLC Delaware Surgery Center of Ellicott City, Inc. Delaware Surgery Center of Highlands Ranch, LLC Colorado Surgery Center of Louisville, LLC Delaware Surgery Center of Maui, LLC Delaware Surgery Center of Southern Pines, LLC Delaware Surgery Center of The Woodlands, LLC Texas Creekside Surgery Center Surgery Centers of Des Moines, Ltd., an Iowa Limited Partnership Iowa Surgery Center of Des Moines Surgery Centers-West Holdings, LLC Delaware Surgical Care Affiliates Political Action Committee Alabama Surgical Care Affiliates, LLC Delaware SCA Health Surgical Care Partners of Melbourne, LLC Delaware Surgical Caregivers of Fort Worth, LLC Texas Surgical Center of San Diego, LLC California Surgical Center of Tuscaloosa Holdings, LLC Alabama Surgical Center of TVH, LLC Idaho Surgical Health Of Orlando, LLC Florida Surgical Health, LLC Delaware Surgical Management Solutions, LLC Delaware Specialist Management Solutions Surgical Management Solutions Surgicare of Jackson, LLC Delaware Surgicare of Joliet, Inc. Illinois Surgicare of La Veta, Inc. California Surgicare of Minneapolis, LLC Delaware Surgicare of Mobile, LLC Delaware Surgicare of Oceanside, Inc. California Surgicare of Owensboro, LLC Delaware Surgicare of Salem, LLC Delaware Surgicenters of Southern California, Inc. California SWF Home Care Services, LLC Florida Tampa Bay Surgery Center Midtown, LLC Florida Tecnología de Información en Salud S.A. Chile Tennessee Health Care Group, LLC Tennessee Tennessee In-Home Healthcare Partnership-I, LLC Tennessee Tennessee In-Home Healthcare Partnership-II, LLC Tennessee Tennessee In-Home Healthcare Partnership-III, LLC Tennessee Tennessee In-Home Healthcare Partnership-IV, LLC Tennessee Tennessee In-Home Partner-I, LLC Tennessee HighPoint Homecare I Tennessee In-Home Partner-II, LLC Tennessee HighPoint Hospice I Tennessee In-Home Partner-III, LLC Tennessee Deaconess HomeCare I Tennessee In-Home Partner-IV, LLC Tennessee Tennessee Nursing Services of Morristown, Inc. Tennessee SunCrest Home Health IV SunCrest Hospice Tennessee Physical Therapy Services of Kingsport, LLC Tennessee Tennessee Physical Therapy Services of Knoxville, LLC Tennessee Tennessee Physical Therapy Services of Memphis, LLC Tennessee Tennessee Physical Therapy Services of Mt. Juliet, LLC Tennessee Texas Health Care Group Holdings, LLC Louisiana Texas Health Care Group of Texarkana, L.L.C. Texas CHRISTUS HomeCare - St. Michael Texas Health Care Group of The Golden Triangle, LLC Texas Southern Home Health Texas Health Care Group, L.L.C. Texas Texas Health Craig Ranch Surgery Center, LLC Texas Texas Health Flower Mound Orthopedic Surgery Center, LLC Texas Texas Health Orthopedic Surgery Center Alliance, LLC Texas Texas Health Surgery Center Alliance, LLC Texas Texas Health Surgery Center Bedford, LLC Texas Texas Health Surgery Center Chisholm Trail, LLC Texas Texas Health Surgery Center Forney, LLC Texas Texas Health Surgery Center Irving, LLC Texas Texas Health Surgery Center Las Colinas, LLC Texas Texas Health Surgery Center Preston Plaza, LLC Texas Texas Health Surgery Center Rockwall, LLC Texas Texas Health Surgery Center Royse City, LLC Texas Texas Health Surgery Center Southwest Fort Worth, LLC Texas Texas Health Surgery Center Waxahachie, LLC Texas Texas Health Surgery Center Willow Park, LLC Texas Texas Physical Therapy Services of Baytown, LLC Texas Texas Physical Therapy Services of Burleson, LLC Texas Texas Physical Therapy Services of Burleson Texas Physical Therapy Services of Tyler, LLC Texas Texas Physical Therapy Services of Tyler The Advisory Board Company Delaware The Delaware Advisory Board Company The Ambulatory Cardiovascular Center of Pennsylvania ASC, LLC Delaware The Center for Cognitive and Behavioral Therapy of Greater Columbus, Inc. Ohio CCBT THE CENTER FOR COGNITIVE AND BEHAVIORAL THERAPY OF GREATER COLUMBUS, INC. The Center for Eating Disorders Management, Inc. New Hampshire The Better Brain Center The Chesapeake Life Insurance Company Oklahoma The Endoscopy Center of West Central Ohio, LLC Ohio The Endoscopy Center The Hospice Promise Foundation Louisiana The Lewin Group, Inc. North Carolina Lewin Lewin Group, Inc. (The) The Polyclinic MSO, LLC Delaware The Surgery Center of Easton, L.P. Tennessee The Surgical Center of the Treasure Coast, L.L.C. Florida Therigy, LLC Florida Thomas Home Health, LLC Alabama Coastal Home Health Thomas Home Health Thomas Johnson Surgery Center, LLC Maryland Three Rivers Holdings, Inc. Delaware Three Rivers HomeCare, LLC Oregon Southern Oregon Home Health Three Rivers HomeCare THR-SCA Holdings, LLC Texas Tmesys, LLC Florida Tomball Texas Home Care Services, LLC Delaware Elite Home Health Total Surgery Center, LLC Florida Trails Edge Surgery Center, LLC Florida Transformer TX Holdings, LLC Texas Travel Express Incorporated Maryland Trellis Rx, LLC Delaware Specialty Pharmacy Venture Opco, LLC Trellis Rx Trigg County Home Health, Inc. Kentucky Caretenders - Cadiz Trinity Cardiovascular Care, PLLC Texas Tri-Parish Community HomeCare, L.L.C. Louisiana Eunice Community Home Health TTCP-SR Holdings, Inc. Delaware Tucson Home Care Services, LLC Delaware At Home Healthcare Northwest Northwest Healthcare Home Health Tuscaloosa Anesthesia Associates, LLC Delaware Twin Lakes Home Health Agency, LLC Kentucky Twin Lakes Home Health U.S. Behavioral Health Plan, California California OptumHealth Behavioral Solutions of California UCHealth HRH-SCA Holdings, LLC Delaware UHC Finance (Ireland) Limited Ireland UHC International Services, Inc. Delaware UHC of California California PacifiCare PacifiCare of California Secure Horizons UnitedHealthcare of California UHCG - FZE Dubai UHCG Holdings (Ireland) Limited Ireland UHCG Services (Ireland) Limited Ireland UnitedHealthcare Global UHG Holdings 1 (Ireland) Unlimited Company Ireland UHG Holdings 2 (Ireland) Unlimited Company Ireland UHG Holdings 3 (Ireland) Unlimited Company Ireland UHG Holdings 4 (Ireland) Unlimited Company Ireland UHG Holdings 5 (Ireland) Unlimited Company Ireland UHG Holdings UK IV Limited United Kingdom UHG Holdings UK V Limited England UHG Holdings UK VI Limited United Kingdom UHG Holdings UK VII Limited United Kingdom UHG International (Ireland) Unlimited Company Ireland UHIC Holdings, Inc. Delaware OneNet PPO UMR, Inc. Delaware Administrative Services Group Fiserv Health - Wausau Benefits Unidad Médica y de Diagnóstico S.A. Colombia Unimerica Insurance Company Wisconsin Unimerica Life Insurance Company Unimerica Life Insurance Company of New York New York United Behavioral Health California Life Strategies Optum Idaho Optum Salt Lake County Optum Tooele County OptumHealth Behavioral Solutions Plan 21, INCORPORATED Plan 21, Incorporated U.S. Behavioral Health U.S. Behavioral Health, Inc. United Behavioral Health (Inc.) United Behavioral Health, Inc. United Behavioral Systems, Inc. United Behavioral Health of New York, I.P.A., Inc. New York United Group Reinsurance, Inc. Grand Turk United Health Foundation Minnesota United Health Hospice Foundation United HealthCare Services, Inc. Minnesota AmeriChoice EverCare Health Professionals Review Healthmarc HealthPro Institute for Human Resources UHC Management Company UHC Management Company, Inc. United Health Care United HealthCare United HealthCare Corporation United HealthCare Management Company, Inc. United HealthCare Management Services United HealthCare Services of Minnesota United HealthCare Services of Minnesota, Inc. United Resource Networks United Resource Networks, Inc. UnitedHealthcare UnitedHealthcare Medicare Customer Service Center UnitedHealthcare MedicareStore United Medical Park ASC, LLC Iowa United Optum Real Estate, LLC Delaware United Resource Networks IPA of New York, Inc. New York UnitedHealth Advisors, LLC Maine UnitedHealth Group Incorporated Delaware UnitedHealth Group UnitedHealth Group International Finance (Ireland) Unlimited Company Ireland UnitedHealth International, Inc. Delaware UnitedHealth Military & Veterans Services, LLC Delaware UnitedHealthcare Benefits of Texas, Inc. Texas UnitedHealthcare Health Plan of Texas, Inc. UnitedHealthcare Benefits Plan of California California UnitedHealthcare Children's Foundation, Inc. Maryland UnitedHealthcare Community Plan of Ohio, Inc. Ohio UnitedHealthcare Community Plan UnitedHealthcare Community Plan of Texas, L.L.C. Texas UnitedHealthcare Community Plan, Inc. Michigan UnitedHealthcare Europe S.á r.l. Luxembourg UnitedHealthcare Freedom Insurance Company New Hampshire Tufts Health Freedom Plan UnitedHealthcare Freedom Plans UnitedHealthcare Freedom Plans, Inc. Delaware UnitedHealthcare Global Medical (UK) Limited United Kingdom UnitedHealthcare Insurance Company Connecticut UnitedHealthcare Community Plan UnitedHealthcare Insurance Company of America Illinois UnitedHealthcare Insurance Company of Illinois Illinois UnitedHealthcare Insurance Company of New York New York UnitedHealthcare Insurance Company of the River Valley Illinois UnitedHealthcare Insurance Designated Activity Company Dublin UnitedHealthcare Integrated Services, Inc. Arizona UnitedHealthcare International Finance S.à r.l. Luxembourg UnitedHealthcare International I B.V. Netherlands UnitedHealthcare International II S.á r.l. Luxembourg UnitedHealthcare International III B.V. Netherlands UnitedHealthcare International III S.á r.l. Luxembourg UnitedHealthcare International IV S.á r.l. Luxembourg UnitedHealthcare International VIII S.à r.l. Luxembourg UnitedHealthcare International X S.à r.l. Luxembourg UnitedHealthcare Life Insurance Company Wisconsin UnitedHealthcare of Alabama, Inc. Alabama UnitedHealthcare of Arizona, Inc. Arizona UnitedHealthcare of Arkansas, Inc. Arkansas Complete Health UnitedHealthcare of Colorado, Inc. Colorado MetraHealth Care Plan UnitedHealthcare of Florida, Inc. Florida Community and State Plan of Florida UnitedHealthcare Community Plan UnitedHealthcare Community Plan of Florida UnitedHealthcare of Georgia, Inc. Georgia United HealthCare of Georgia UnitedHealthcare of Illinois, Inc. Illinois UnitedHealthcare Community Plan of Minnesota UnitedHealthcare of Kentucky, Ltd. Kentucky United HealthCare of Kentucky, L.P. UnitedHealthcare of Louisiana, Inc. Louisiana UnitedHealthcare Community Plan UnitedHealthcare of Mississippi, Inc. Mississippi UnitedHealthcare of New England, Inc. Rhode Island UnitedHealthcare of New Mexico, Inc. New Mexico UnitedHealthcare of New York, Inc. New York UnitedHealthcare Community Plan UnitedHealthcare of North Carolina, Inc. North Carolina UnitedHealthcare of Ohio, Inc. Ohio UnitedHealthcare of Oklahoma, Inc. Oklahoma PacifiCare PacifiCare Health Options PacifiCare of Oklahoma Secure Horizons UnitedHealthcare Community Plan of Oklahoma UnitedHealthcare of Oregon, Inc. Oregon UnitedHealthcare of Pennsylvania, Inc. Pennsylvania UnitedHealthcare Community Plan UnitedHealthcare Community Plan for Families UnitedHealthcare Community Plan for Kids UnitedHealthcare Community Plan of Pennsylvania UnitedHealthcare Dual Complete UnitedHealthcare of South Carolina, Inc. South Carolina UnitedHealthcare of Texas, Inc. Texas UnitedHealthcare of the Mid-Atlantic, Inc. Maryland UnitedHealthcare Community Plan of Virginia UnitedHealthcare of the Midlands, Inc. Nebraska UnitedHealthcare of the Midwest, Inc. Missouri UnitedHealthcare of the Rockies, Inc. Utah UnitedHealthcare of Utah, Inc. Utah UnitedHealthcare of Idaho, Inc. UnitedHealthcare of Washington, Inc. Washington PacifiCare Secure Horizons UnitedHealthcare UnitedHealthcare Community Plan UnitedHealthcare of Wisconsin, Inc. Wisconsin UnitedHealthcare Plan of the River Valley, Inc. Illinois UnitedHealthcare Service LLC Delaware UnitedHealthcare Specialty Benefits, LLC Maine DCG RESOURCE OPTIONS ADMINISTRATORS, LLC UnitedHealthcare Specialty Benefits WorkUp, LLC UnitedHealthcare, Inc. Delaware Unity Health Network, LLC Delaware Summit Dermatology Western Reserve Orthopedic and Upper Extremity Surgery University of TN Medical Center Home Care Services, LLC Tennessee University of TN Medical Center Home Care Services - Home Health University of TN Medical Center Home Care Services - Hospice Upland Holdings, LLC California Upland Outpatient Surgical Center, L.P. California Ontario Advanced Surgery Center Urgent Care Holdings, LLC Delaware Urgent Care MSO, LLC Delaware USHEALTH Administrators, LLC Delaware USHEALTH Advisors, LLC Texas USHEALTH Funding, Inc. Delaware USHEALTH Group, Inc. Delaware USMD Administrative Services, L.L.C. Texas USMD Affiliated Services Texas USMD Physician Services USMD Holdings, Inc. Delaware USMD Inc. Texas USMD PPM, LLC Texas Utah Health Care Group, LLC Utah UTHealth Ambulatory Surgery Center Bellaire Station, LLC Texas Valley Physicians Network, Inc. California Optum Optum Care Network–Valley Physicians Valparaiso Home Care Services, LLC Delaware Indiana Home Care Northwest Porter Health Care System Home Health Porter Home Health Vascular Labs of the Rockies ASC, LLC Delaware Vascular Labs of the Rockies, PLLC Colorado Venice Home Care Services, LLC Delaware Verta Management Services, LLC Delaware Via Vitae MSO, LLC Delaware Victoria Texas Home Care Services, LLC Delaware Elite Home Health Vida Integra S.p.A. Chile Vida Tres S.A. Chile Vieosoft, Inc. Washington Virginia Health Care Group, LLC Virginia Virginia HomeCare, LLC Virginia Advanced Health Services Advanced health Services Virginia In-Home Healthcare Partnership-I, LLC Virginia Virginia In-Home Healthcare Partnership-II, LLC Virginia Virginia In-Home Healthcare Partnership-III, LLC Virginia Virginia In-Home Healthcare Partnership-IV, LLC Virginia Virginia In-Home Healthcare Partnership-IX, LLC Virginia Virginia In-Home Healthcare Partnership-V, LLC Virginia Virginia In-Home Healthcare Partnership-VI, LLC Virginia Virginia In-Home Healthcare Partnership-VII, LLC Virginia Virginia In-Home Healthcare Partnership-VIII, LLC Virginia Virginia In-Home Healthcare Partnership-X, LLC Virginia Virginia In-Home Healthcare Partnership-XI, LLC Virginia Virginia In-Home Healthcare Partnership-XII, LLC Virginia Virginia In-Home Partner-I, LLC Virginia Wythe Circle Home Care Virginia In-Home Partner-II, LLC Virginia Wythe Hospice of Southwest Virginia Virginia In-Home Partner-III, LLC Virginia Commonwealth Heathcare at Home Savoh Home Health of Danville Virginia In-Home Partner-IV, LLC Virginia Commonwealth Hospice Legacy Hospice of the Piedmont Savoh Hospice Sovah Hospice Virginia In-Home Partner-IX, LLC Virginia Virginia In-Home Partner-V, LLC Virginia Fauquier Health Home Care Services Virginia In-Home Partner-VI, LLC Virginia Commonwealth Healthcare at Home Home Care of Memorial Hospital Savah Home Health of Martinsville Virginia In-Home Partner-VII, LLC Virginia Virginia In-Home Partner-VIII, LLC Virginia Twin County Regional Home Health Virginia In-Home Partner-X, LLC Virginia Virginia In-Home Partner-XI, LLC Virginia Commonwealth Home and Community-Based Services Virginia In-Home Partner-XII, LLC Virginia Wythe Palliative Care of Southwest Virginia Vision NewCo, LLC Delaware Vital Hospice, Inc. Louisiana Vivify Health, Inc. Delaware VPay Benefits Corporation Texas VPay Intermediate Holdings, LLC Delaware VPay, Inc. Texas Waco Ambulatory Surgery Center, LP Texas Waco Cardiology Cath Lab & Surgery Center Walnut Hill Surgery Center, LLC Texas Ware Visiting Nurses Service, Inc. Georgia SunCrest Home Health Washington D.C. Health Care Group, LLC District of Columbia Washington Health Care Group, LLC Washington Washington HomeCare and Hospice of Central Basin, LLC Washington Assured Home Health Assured Hospice Washington Physical Therapy Services of Mill Creek, LLC Washington Waukegan Hospice, LLC Delaware LHC-Illinois Home Health Care of Gurnee Star Hospice Wauwatosa Outpatient Surgery Center, LLC Delaware Wayland Square Surgicare GP, Inc. Rhode Island Weatherford Home Care Services, LLC Delaware WellMed Medical Management of Florida, Inc. Florida Optum of Hialeah Optum of Little Havana Optum of Westchester WellMed at 9th Ave North WellMed at Alafaya WellMed at Apopka WellMed at Bartow WellMed at Bay Area WellMed at Bayside WellMed at Brandon Regional WellMed at Carrollwood WellMed at Central WellMed at Clermont WellMed at Collier WellMed at Davenport WellMed at Deltona WellMed at Dr. Phillips WellMed at Elk Mountain WellMed at Flamingo WellMed at Sheldon Rd. WellMed at South Stuart WellMed at Sun Lake WellMed at Tarpon Springs WellMed at The Villages WellMed at Trinity WellMed at Tyrone Gardens WellMed at Wesley Chapel wellMed at West Sanford WellMed Medical Group WellMed at Fort Pierce WellMed at Haines City WellMed at Haverford WellMed at Hillmoor WellMed at Holiday WellMed at International Center WellMed at Lake Copeland WellMed at Lakeshore WellMed at Lakewood WellMed at Lawnwood WellMed at Linebaugh WellMed at Longwood WellMed at N. Tamiami Trail WellMed at New Tampa WellMed at Oak Commons WellMed at Pelican WellMed at Piper WellMed at Plant City - Family Practice Center WellMed at Port St. Lucie West WellMed at Sandlake Commons WellMed at Sanford WellMed at SE Lakeland WellMed at Sebastian WellMed at Semoran WellMed Medical Management, Inc. Texas West Coast Endoscopy Holdings, LLC Delaware West Grove Home Care, LLC Delaware Brandywine River Valley Home Health Brandywine River Valley Home Health & Hospice Brandywine River Valley Hospice West Tennessee HomeCare, LLC Tennessee West Virginia Health Care Group, LLC West Virginia West Virginia HomeCare, LLC West Virginia Care Partners Home Health West Virginia Physical Therapy Services of Charleston, LLC West Virginia Western Arizona Regional Home Health and Hospice, LLC Arizona Western Region Health Corporation New York Willcare Westgreen Surgical Center, LLC Texas Houston Orthopedic & Spine Surgery Center WESTMED Practice Partners LLC Delaware Wetzel County HomeCare, LLC West Virginia Wetzel County HomeCare Wichita ASC, LP Delaware Wichita Falls Texas Home Care, LLC Texas Wilkes-Barre Home Care Services, LLC Delaware Commonwealth Home Health and Hospice of Wilkes-Barre Willcare Consumer Directed, Inc. New York Willcare, Inc. New York Willcare Willow Park Endoscopy Center, LLC Texas Wilson Creek Surgical Center, LLC Texas Wisconsin Health Care Group, LLC Wisconsin Woods Home Health, LLC Tennessee Woodward Home Care Services, LLC Delaware Alliance Oklahoma Home Health Woodward Assured Home Health of Woodward Wyoming Health Care Group, LLC Wyoming XLHealth Corporation Maryland XLHealth XLHealth Corporation India Private Limited Karnataka Xplor Counseling, LLC Hawaii Divorce Solutions Hawaii York Home Care Services, LLC Delaware Memorial White Rose Home Health Memorial White Rose Home Health and Hospice Memorial White Rose Hospice Youngstown Home Care Services, LLC Delaware Ohio's Choice Home Health --- ## EX-23.1 SEC source: [unhex23112312024.htm](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex23112312024.htm) Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-270279 on Form S-3, No. 333-105877 on Form S-4, Nos. 333-174437, 333-205826, 333-221642, 333-224253, 333-224254, 333-234018, 333-236349, 333-238854, 333-260604, 333-260606, 333-266949, 333-267716, 333-269920 and 333-270278 on Form S-8 and Post-Effective Amendment on Form S-8 to Registration Statement File No. 333-216153 on Form S-4 of our reports dated February 27, 2025, relating to the financial statements of UnitedHealth Group Incorporated and the effectiveness of UnitedHealth Group’s internal control over financial reporting, appearing in this Annual Report on Form 10-K for the year ended December 31, 2024. /S/ DELOITTE & TOUCHE LLP Minneapolis, Minnesota February 27, 2025 --- ## EX-24.1 SEC source: [unhex24112312024.htm](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex24112312024.htm) Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christopher R. Zaetta, Kuai H. Leong and Faraz A. Choudhry, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, to sign, execute and file with the Securities and Exchange Commission (or any other governmental or regulatory authority), for us and in our names in the capacities indicated below, an Annual Report on Form 10-K for the year ended December 31, 2024 for UnitedHealth Group Incorporated, and any and all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto, granting unto said attorneys-in-fact and agents and each of them, full power and authority to do and to perform each and every act and thing necessary or desirable to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney as of the date set forth below. /s/ Charles D. Baker /s/ Michele J. Hooper Charles D. Baker Michele J. Hooper Director Director Dated: February 27, 2025 Dated: February 27, 2025 /s/ Timothy P. Flynn /s/ F. William McNabb III Timothy P. Flynn F. William McNabb III Director Director Dated: February 27, 2025 Dated: February 27, 2025 /s/ Paul R. Garcia /s/ Valerie C. Montgomery Rice, M.D. Paul R. Garcia Valerie C. Montgomery Rice, M.D. Director Director Dated: February 27, 2025 Dated: February 27, 2025 /s/ Kristen L. Gil /s/ John H. Noseworthy, M.D. Kristen L. Gil John H. Noseworthy, M.D. Director Director Dated: February 27, 2025 Dated: February 27, 2025 /s/ Stephen J. Hemsley Stephen J. Hemsley Director Dated: February 27, 2025 --- ## EX-31.1 SEC source: [unhex31112312024.htm](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex31112312024.htm) EXHIBIT 31.1 CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Certification of Principal Executive Officer I, Andrew P. Witty, certify that: 1.I have reviewed this report on Form 10-K of UnitedHealth Group Incorporated (the “registrant”); 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. February 27, 2025 /s/ ANDREW P. WITTY Andrew P. Witty Chief Executive Officer Certification of Principal Financial Officer I, John F. Rex, certify that: 1.I have reviewed this report on Form 10-K of UnitedHealth Group Incorporated (the “registrant”); 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. February 27, 2025 /s/ JOHN F. REX John F. Rex President and Chief Financial Officer --- ## EX-32.1 SEC source: [unhex32112312024.htm](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex32112312024.htm) EXHIBIT 32.1 CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Certification of Principal Executive Officer In connection with the report of UnitedHealth Group Incorporated (the “Company”) on Form 10-K for the period ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Andrew P. Witty, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. February 27, 2025 /s/ ANDREW P. WITTY Andrew P. Witty Chief Executive Officer Certification of Principal Financial Officer In connection with the report of UnitedHealth Group Incorporated (the “Company”) on Form 10-K for the period ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John F. Rex, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. February 27, 2025 /s/ JOHN F. REX John F. Rex President and Chief Financial Officer