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1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-Q?QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934For the quarterly period ended September 30,2023or?TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934F

2、or the transition period fromtoCommission File Number:1-10864UnitedHealth Group Incorporated(Exact name of registrant as specified in its charter)Delaware(State or other jurisdiction ofincorporation or organization)41-1321939(I.R.S.EmployerIdentification No.)UnitedHealth Group Center9900 Bren Road E

3、astMinnetonka,Minnesota(Address of principal executive offices)55343(Zip Code)(952)936-1300(Registrants telephone number,including area code)Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock,$.01 par va

4、lueUNHNew York Stock ExchangeIndicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities ExchangeAct of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)h

5、as beensubject 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 pursuant toRule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for s

6、uch shorter period that the registrant wasrequired 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 reportingcompany,or an emerging growth company.See the definitions of“large accelerated fi

7、ler,”“accelerated filer,”“smaller reporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange ActLarge 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 h

8、as elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.?Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes?No?As of

9、October 31,2023,there were 924,925,293 shares of the registrants Common Stock,$.01 par value per share,issued and outstanding.UNITEDHEALTH GROUPTable of ContentsPagePart I.Financial InformationItem 1.Financial Statements(unaudited).1Condensed Consolidated Balance Sheets as of September 30,2023 and D

10、ecember 31,2022.1Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30,2023 and 2022.2Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30,2023and 2022.3Condensed Consolidated Statements of Changes in Eq

11、uity for the Three and Nine Months Ended September 30,2023 and2022.4Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30,2023 and 2022.6Notes to the Condensed Consolidated Financial Statements.71.Basis of Presentation.72.Investments.83.Fair Value.104.Medical Costs P

12、ayable.115.Short-Term Borrowings and Long-Term Debt.116.Dividends.127.Commitments and Contingencies.128.Business Combinations.139.Segment Financial Information.14Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations.16Item 3.Quantitative and Qualitative Disclosu

13、res About Market Risk.24Item 4.Controls and Procedures.24Part II.Other InformationItem 1.Legal Proceedings.25Item 1A.Risk Factors.25Item 2.Unregistered Sales of Equity Securities,Use of Proceeds,and Issuer Purchases of Equity Securities.25Item 5.Other Information.25Item 6.Exhibits.26Signatures.27PAR

14、T IITEM 1.FINANCIAL STATEMENTSUnitedHealth GroupCondensed Consolidated Balance Sheets(Unaudited)(in millions,except per share data)September 30,2023December 31,2022AssetsCurrent assets:Cash and cash equivalents.$38,915$23,365Short-term investments.5,1824,546Accounts receivable,net.20,67317,681Other

15、current receivables,net.17,75212,769Assets under management.3,6164,087Prepaid expenses and other current assets.5,7676,621Total current assets.91,90569,069Long-term investments.45,47443,728Property,equipment and capitalized software,net.11,07010,128Goodwill.101,70393,352Other intangible assets,net.1

16、5,20014,401Other assets.16,71115,027Total assets.$282,063$245,705Liabilities,redeemable noncontrolling interests and equityCurrent liabilities:Medical costs payable.$32,792$29,056Accounts payable and accrued liabilities.31,16427,715Short-term borrowings and current maturities of long-term debt.5,290

17、3,110Unearned revenues.15,3113,075Other current liabilities.29,62226,281Total current liabilities.114,17989,237Long-term debt,less current maturities.58,07954,513Deferred income taxes.2,2102,769Other liabilities.13,61512,839Total liabilities.188,083159,358Commitments and contingencies(Note 7)Redeema

18、ble noncontrolling interests.4,4164,897Equity:Preferred stock,$0.001 par value 10 shares authorized;no shares issued or outstanding.Common stock,$0.01 par value 3,000 shares authorized;925 and 934 issued and outstanding.99Retained earnings.93,17386,156Accumulated other comprehensive loss.(8,688)(8,3

19、93)Nonredeemable noncontrolling interests.5,0703,678Total equity.89,56481,450Total liabilities,redeemable noncontrolling interests and equity.$282,063$245,705See Notes to the Condensed Consolidated Financial Statements1UnitedHealth GroupCondensed Consolidated Statements of Operations(Unaudited)(in m

20、illions,except per share data)2023202220232022Three Months EndedSeptember 30,Nine Months EndedSeptember 30,Revenues:Premiums.$72,339$64,491$217,599$192,457Products.10,3549,19031,27228,026Services.8,6716,70025,41419,717Investment and other income.9975132,9101,175Total revenues.92,36180,894277,195241,

21、375Operating costs:Medical costs.59,55052,635179,663157,251Operating costs.13,85511,66341,28934,773Cost of products sold.9,4238,30628,57625,389Depreciation and amortization.1,0078282,9982,418Total operating costs.83,83573,432252,526219,831Earnings from operations.8,5267,46224,66921,544Interest expen

22、se.(834)(516)(2,416)(1,416)Earnings before income taxes.7,6926,94622,25320,128Provision for income taxes.(1,654)(1,562)(4,784)(4,397)Net earnings.6,0385,38417,46915,731Earnings attributable to noncontrolling interests.(197)(122)(543)(372)Net earnings attributable to UnitedHealth Group common shareho

23、lders.$5,841$5,262$16,926$15,359Earnings per share attributable to UnitedHealth Group common shareholders:Basic.$6.31$5.63$18.20$16.37Diluted.$6.24$5.55$18.01$16.15Basic weighted-average number of common shares outstanding.926935930938Dilutive effect of common share equivalents.10131013Diluted weigh

24、ted-average number of common shares outstanding.936948940951Anti-dilutive shares excluded from the calculation of dilutive effect of common shareequivalents.6363See Notes to the Condensed Consolidated Financial Statements2UnitedHealth GroupCondensed Consolidated Statements of Comprehensive Income(Un

25、audited)(in millions)2023202220232022Three Months EndedSeptember 30,Nine Months EndedSeptember 30,Net earnings.$6,038$5,384$17,469$15,731Other comprehensive loss:Gross unrealized losses on investment securities during the period.(893)(1,471)(684)(4,825)Income tax effect.2043401561,109Total unrealize

26、d losses,net of tax.(689)(1,131)(528)(3,716)Gross reclassification adjustment for net realized losses(gains)included in netearnings.7138(27)134Income tax effect.(2)(32)6(31)Total reclassification adjustment,net of tax.5106(21)103Total foreign currency translation(losses)gains.(354)(331)254(89)Other

27、comprehensive loss.(1,038)(1,356)(295)(3,702)Comprehensive income.5,0004,02817,17412,029Comprehensive income attributable to noncontrolling interests.(197)(122)(543)(372)Comprehensive income attributable to UnitedHealth Group common shareholders.$4,803$3,906$16,631$11,657See Notes to the Condensed C

28、onsolidated Financial Statements3UnitedHealth GroupCondensed Consolidated Statements of Changes in Equity(Unaudited)Three months ended September 30,(in millions)Shares AmountAdditionalPaid-InCapitalRetainedEarningsNet UnrealizedLosseson InvestmentsForeignCurrencyTranslationLossesNonredeemableNoncont

29、rollingInterestsTotalEquityCommon StockAccumulated OtherComprehensiveLossBalance at June 30,2023.927$9$89,994$(2,643)$(5,007)$5,015$87,368Net earnings.5,8411495,990Other comprehensive loss.(684)(354)(1,038)Issuances of common stock,and relatedtax effects.1395395Share-based compensation.235235Common

30、share repurchases.(3)(588)(923)(1,511)Cash dividends paid on common shares($1.88 per share).(1,739)(1,739)Redeemable noncontrolling interests fairvalue and other adjustments.(42)(42)Acquisition and other adjustments ofnonredeemable noncontrollinginterests.4242Distribution to nonredeemablenoncontroll

31、ing interests.(136)(136)Balance at September 30,2023.925$9$93,173$(3,327)$(5,361)$5,070$89,564Balance at June 30,2022.935$10$80,540$(2,165)$(5,565)$3,385$76,205Net earnings.5,262995,361Other comprehensive loss.(1,025)(331)(1,356)Issuances of common stock,and relatedtax effects.2294294Share-based com

32、pensation.163163Common share repurchases.(2)(462)(538)(1,000)Cash dividends paid on common shares($1.65 per share).(1,542)(1,542)Redeemable noncontrolling interests fairvalue and other adjustments.55Acquisition and other adjustments ofnonredeemable noncontrollinginterests.3232Distribution to nonrede

33、emablenoncontrolling interests.(98)(98)Balance at September 30,2022.935$10$83,722$(3,190)$(5,896)$3,418$78,064See Notes to the Condensed Consolidated Financial Statements4UnitedHealth GroupCondensed Consolidated Statements of Changes in Equity(Unaudited)Nine months ended September 30,(in millions)Sh

34、ares AmountAdditionalPaid-InCapitalRetainedEarningsNet Unrealized(Losses)Gainson InvestmentsForeignCurrencyTranslation(Losses)GainsNonredeemableNoncontrollingInterestsTotalEquityCommon StockAccumulated OtherComprehensive(Loss)IncomeBalance at January 1,2023.934$9$86,156$(2,778)$(5,615)$3,678$81,450N

35、et earnings.16,92640117,327Other comprehensive(loss)income.(549)254(295)Issuances of common stock,and relatedtax effects.4963963Share-based compensation.833833Common share repurchases.(13)(1,663)(4,886)(6,549)Cash dividends paid on common shares($5.41 per share).(5,023)(5,023)Redeemable noncontrolli

36、ng interests fairvalue and other adjustments.(133)(133)Acquisition and other adjustments ofnonredeemable noncontrollinginterests.1,3391,339Distribution to nonredeemablenoncontrolling interests.(348)(348)Balance at September 30,2023.925$9$93,173$(3,327)$(5,361)$5,070$89,564Balance at January 1,2022.9

37、41$10$77,134$423$(5,807)$3,285$75,045Net earnings.15,35928115,640Other comprehensive loss.(3,613)(89)(3,702)Issuances of common stock,and relatedtax effects.6801801Share-based compensation.639639Common share repurchases.(12)(1,679)(4,321)(6,000)Cash dividends paid on common shares($4.75 per share).(

38、4,450)(4,450)Redeemable noncontrolling interests fairvalue and other adjustments.239239Acquisition and other adjustments ofnonredeemable noncontrollinginterests.135135Distribution to nonredeemablenoncontrolling interests.(283)(283)Balance at September 30,2022.935$10$83,722$(3,190)$(5,896)$3,418$78,0

39、64See Notes to the Condensed Consolidated Financial Statements5UnitedHealth GroupCondensed Consolidated Statements of Cash Flows(Unaudited)(in millions)20232022Nine Months EndedSeptember 30,Operating activitiesNet earnings.$17,469$15,731Noncash items:Depreciation and amortization.2,9982,418Deferred

40、income taxes.(494)(590)Share-based compensation.851675Other,net.(59)Net change in other operating items,net of effects from acquisitions and changes in AARP balances:Accounts receivable.(2,574)(2,563)Other assets.(2,358)(741)Medical costs payable.3,8374,192Accounts payable and other liabilities.2,37

41、01,416Unearned revenues.12,22110,201Cash flows from operating activities.34,26130,739Investing activitiesPurchases of investments.(12,998)(14,183)Sales of investments.3,6745,376Maturities of investments.6,4744,740Cash paid for acquisitions,net of cash assumed.(8,389)(7,154)Purchases of property,equi

42、pment and capitalized software.(2,427)(1,936)Other,net.(721)50Cash flows used for investing activities.(14,387)(13,107)Financing activitiesCommon share repurchases.(6,500)(6,000)Cash dividends paid.(5,023)(4,450)Proceeds from common stock issuances.1,0391,084Repayments of long-term debt.(2,125)(2,10

43、0)Proceeds from(repayments of)short-term borrowings,net.1,579(16)Proceeds from issuance of long-term debt.6,3945,922Customer funds administered.2,0377,028Other,net.(1,774)(1,634)Cash flows used for financing activities.(4,373)(166)Effect of exchange rate changes on cash and cash equivalents.494Incre

44、ase in cash and cash equivalents.15,55017,470Cash and cash equivalents,beginning of period.23,36521,375Cash and cash equivalents,end of period.$38,915$38,845See Notes to the Condensed Consolidated Financial Statements6UnitedHealth GroupNotes to the Condensed Consolidated Financial Statements(Unaudit

45、ed)1.Basis of PresentationUnitedHealth Group Incorporated(individually and together with its subsidiaries,“UnitedHealth Group”and the“Company”)isa health care and well-being company with a mission to help people live healthier lives and help make the health system workbetter for everyone.Our two dis

46、tinct,yet complementary business platformsOptum and UnitedHealthcareare working tohelp build a modern,high-performing health system through improved access,affordability,outcomes and experiences for theindividuals and organizations the Company is privileged to serve.The Company has prepared the Cond

47、ensed Consolidated Financial Statements according to U.S.Generally AcceptedAccounting Principles(GAAP)and has included the accounts of UnitedHealth Group and its subsidiaries.The year-endcondensed consolidated balance sheet was derived from audited financial statements,but does not include all discl

48、osuresrequired by GAAP.In accordance with the rules and regulations of the U.S.Securities and Exchange Commission(SEC),theCompany has omitted certain footnote disclosures that would substantially duplicate the disclosures contained in its annualaudited Consolidated Financial Statements.Therefore,the

49、se Condensed Consolidated Financial Statements should be readtogether with the Consolidated Financial Statements and the Notes included in Part II,Item 8,“Financial Statements andSupplementary Data”in the Companys Annual Report on Form 10-K for the year ended December 31,2022 as filed with theSEC(20

50、22 10-K).The accompanying Condensed Consolidated Financial Statements include all normal recurring adjustmentsnecessary to present the interim financial statements fairly.Use of EstimatesThese Condensed Consolidated Financial Statements include certain amounts based on the Companys best estimates an

51、djudgments.The Companys 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 mattersthat are inherently uncertain and will likely change i

52、n subsequent periods.The impact of any change in estimates is included inearnings in the period in which the estimate is adjusted.Revenues Products and ServicesAs of September 30,2023 and December 31,2022,accounts receivable related to products and services were$8.0 billion and$7.1 billion,respectiv

53、ely.As of September 30,2023,revenue expected to be recognized in any future year related to remainingperformance 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 variabl

54、e consideration related to undelivered performanceobligations,was$11.8 billion,of which approximately half is expected to be recognized in the next three years.72.InvestmentsA summary of debt securities by major security type is as follows:(in millions)AmortizedCostGrossUnrealizedGainsGrossUnrealize

55、dLossesFairValueSeptember 30,2023Debt securities available-for-sale:U.S.government and agency obligations.$5,739$(340)$5,399State and municipal obligations.7,6951(643)7,053Corporate obligations.23,5115(1,857)21,659U.S.agency mortgage-backed securities.8,632(1,158)7,474Non-U.S.agency mortgage-backed

56、securities.3,091(324)2,767Total debt securities available-for-sale.48,6686(4,322)44,352Debt securities held-to-maturity:U.S.government and agency obligations.466(10)456State and municipal obligations.28(5)23Corporate obligations.188188Total debt securities held-to-maturity.682(15)667Total debt secur

57、ities.$49,350$6$(4,337)$45,019December 31,2022Debt securities available-for-sale:U.S.government and agency obligations.$4,093$1$(285)$3,809State and municipal obligations.7,70225(479)7,248Corporate obligations.23,67517(1,798)21,894U.S.agency mortgage-backed securities.7,37915(808)6,586Non-U.S.agency

58、 mortgage-backed securities.3,0771(294)2,784Total debt securities available-for-sale.45,92659(3,664)42,321Debt securities held-to-maturity:U.S.government and agency obligations.578(14)564State and municipal obligations.29(3)26Corporate obligations.8989Total debt securities held-to-maturity.696(17)67

59、9Total debt securities.$46,622$59$(3,681)$43,000The Company held$4.2 billion and$3.7 billion of equity securities as of September 30,2023 and December 31,2022,respectively.The Companys investments in equity securities primarily consist of employee savings plan related investments,venture investments

60、 and shares of Brazilian real denominated fixed-income funds with readily determinable fair values.Additionally,the Companys investments included$1.4 billion and$1.5 billion of equity method investments in operatingbusinesses in the health care sector as of September 30,2023 and December 31,2022,res

61、pectively.The allowance for creditlosses on held-to-maturity securities at September 30,2023 and December 31,2022 was not material.8The amortized cost and fair value of debt securities as of September 30,2023,by contractual maturity,were as follows:(in millions)AmortizedCostFairValueAmortizedCostFai

62、rValueAvailable-for-SaleHeld-to-MaturityDue in one year or less.$5,372$5,340$375$372Due after one year through five years.15,09814,183262255Due after five years through ten years.11,2569,8982524Due after ten years.5,2194,6902016U.S.agency mortgage-backed securities.8,6327,474Non-U.S.agency mortgage-

63、backed securities.3,0912,767Total debt securities.$48,668$44,352$682$667The fair value of available-for-sale debt securities with gross unrealized losses by major security type and length of time thatindividual securities have been in a continuous unrealized loss position were as follows:(in million

64、s)FairValueGrossUnrealizedLossesFairValueGrossUnrealizedLossesFairValueGrossUnrealizedLossesLess Than 12 Months12 Months or GreaterTotalSeptember 30,2023Debt securities available-for-sale:U.S.government and agency obligations.$2,023$(34)$2,081$(306)$4,104$(340)State and municipal obligations.2,872(1

65、24)4,042(519)6,914(643)Corporate obligations.5,563(149)14,821(1,708)20,384(1,857)U.S.agency mortgage-backed securities.2,562(140)4,867(1,018)7,429(1,158)Non-U.S.agency mortgage-backed securities.480(21)2,249(303)2,729(324)Total debt securities available-for-sale.$13,500$(468)$28,060$(3,854)$41,560$(

66、4,322)December 31,2022Debt securities available-for-sale:U.S.government and agency obligations.$2,007$(96)$1,290$(189)$3,297$(285)State and municipal obligations.4,630(288)1,178(191)5,808(479)Corporate obligations.13,003(893)6,637(905)19,640(1,798)U.S.agency mortgage-backed securities.3,561(345)2,23

67、9(463)5,800(808)Non-U.S.agency mortgage-backed securities.1,698(128)976(166)2,674(294)Total debt securities available-for-sale.$24,899$(1,750)$12,320$(1,914)$37,219$(3,664)The Companys unrealized losses from debt securities as of September 30,2023 were generated from approximately 37,000positions ou

68、t of a total of 41,000 positions.The Company believes that it will timely collect the principal and interest due on itsdebt securities that have an amortized cost in excess of fair value.The unrealized losses were primarily caused by interest rateincreases and not by unfavorable changes in the credi

69、t quality associated with these securities which impacted the Companysassessment on collectability of principal and interest.At each reporting period,the Company evaluates available-for-sale debtsecurities for any credit-related impairment when the fair value of the investment is less than its amort

70、ized cost.The Companyevaluated the expected cash flows,the underlying credit quality and credit ratings of the issuers,noting no significant creditdeterioration since purchase.As of September 30,2023,the Company did not have the intent to sell any of the available-for-saledebt securities in an unrea

71、lized loss position.Therefore,the Company believes these losses to be temporary.The allowance forcredit losses on available-for-sale debt securities at September 30,2023 and December 31,2022 was not material.93.Fair ValueCertain assets and liabilities are measured at fair value in the Condensed Cons

72、olidated Financial Statements or have fair valuesdisclosed in the Notes to the Condensed Consolidated Financial Statements.These assets and liabilities are classified into one ofthree levels of a hierarchy defined by GAAP.For a description of the methods and assumptions that are used to estimate the

73、 fair value and determine the fair value hierarchyclassification of each class of financial instrument,see Note 4 of Notes to the Consolidated Financial Statements included inPart II,Item 8,“Financial Statements and Supplementary Data”in the 2022 10-K.The following table presents a summary of fair v

74、alue measurements by level and carrying values for items measured at fairvalue on a recurring basis in the Condensed Consolidated Balance Sheets:(in millions)Quoted Pricesin ActiveMarkets(Level 1)OtherObservableInputs(Level 2)UnobservableInputs(Level 3)TotalFair andCarryingValueSeptember 30,2023Cash

75、 and cash equivalents.$38,880$35$38,915Debt securities available-for-sale:U.S.government and agency obligations.5,0503495,399State and municipal obligations.7,0537,053Corporate obligations.1521,46218221,659U.S.agency mortgage-backed securities.7,4747,474Non-U.S.agency mortgage-backed securities.2,76

76、72,767Total debt securities available-for-sale.5,06539,10518244,352Equity securities.2,23131702,332Assets under management.1,4202,0941023,616Total assets at fair value.$47,596$41,265$354$89,215Percentage of total assets at fair value.53%46%1%100%December 31,2022Cash and cash equivalents.$23,202$163$

77、23,365Debt securities available-for-sale:U.S.government and agency obligations.3,5053043,809State and municipal obligations.7,2487,248Corporate obligations.721,69519221,894U.S.agency mortgage-backed securities.6,5866,586Non-U.S.agency mortgage-backed securities.2,7842,784Total debt securities availa

78、ble-for-sale.3,51238,61719242,321Equity securities.2,04335702,148Assets under management.1,7882,203964,087Total assets at fair value.$30,545$41,018$358$71,921Percentage of total assets at fair value.42%57%1%100%There were no transfers in or out of Level 3 financial assets or liabilities during the n

79、ine months ended September 30,2023 or 2022.10The following table presents a summary of fair value measurements by level and carrying values for certain financialinstruments not measured at fair value on a recurring basis in the Condensed Consolidated Balance Sheets:(in millions)Quoted Pricesin Activ

80、eMarkets(Level 1)OtherObservableInputs(Level 2)UnobservableInputs(Level 3)TotalFairValueTotalCarryingValueSeptember 30,2023Debt securities held-to-maturity.$593$74$667$682Long-term debt and other financing obligations.$55,137$55,137$60,769December 31,2022Debt securities held-to-maturity.$577$102$679

81、$696Long-term debt and other financing obligations.$53,626$53,626$56,823Nonfinancial assets and liabilities or financial assets and liabilities that are measured at fair value on a nonrecurring basis aresubject to fair value adjustments only in certain circumstances,such as when the Company records

82、an impairment.There wereno significant fair value adjustments for these assets and liabilities recorded during the nine months ended September 30,2023or 2022.4.Medical Costs PayableThe following table shows the components of the change in medical costs payable for the nine months ended September 30:

83、(in millions)20232022Medical costs payable,beginning of period.$29,056$24,483Acquisitions.1177Reported medical costs:Current year.180,423157,601Prior years.(760)(350)Total reported medical costs.179,663157,251Medical payments:Payments for current year.(149,671)(130,788)Payments for prior years.(26,2

84、57)(22,059)Total medical payments.(175,928)(152,847)Medical costs payable,end of period.$32,792$29,064For the nine months ended September 30,2023 and 2022,prior years medical cost reserve development included no individualfactors that were significant.Medical costs payable included reserves for clai

85、ms incurred by consumers but not yet reported tothe Company of$22.7 billion and$20.0 billion at September 30,2023 and December 31,2022,respectively.5.Short-Term Borrowings and Long-Term DebtIn March 2023,the Company issued$6.5 billion of senior unsecured notes consisting of the following:(in million

86、s,except percentages)Par Value4.250%notes due January 2029.$1,2504.500%notes due April 2033.1,5005.050%notes due April 2053.2,0005.200%notes due April 2063.1,750As of September 30,2023,the Company had$2.6 billion of commercial paper outstanding,with a weighted-average annualinterest rate of 5.3%.11F

87、or more information on the Companys short-term borrowings,debt covenants and long-term debt,see Note 8 of Notes to theConsolidated Financial Statements included in Part II,Item 8,“Financial Statements and Supplementary Data”in the 2022 10-K.6.DividendsIn June 2023,the Companys Board of Directors inc

88、reased the Companys quarterly cash dividend to shareholders to an annualrate of$7.52 compared to$6.60 per share,which the Company had paid since June 2022.Declaration and payment of futurequarterly dividends is at the discretion of the Board of Directors and may be adjusted as business needs or mark

89、et conditionschange.The following table provides details of the Companys dividend payments during the nine months ended September 30,2023:Payment DateAmount per ShareTotal Amount Paid(in millions)March 21.$1.65$1,537June 27.1.881,747September 19.1.881,7397.Commitments and ContingenciesPending Acquis

90、itionsAs of September 30,2023,the Company has entered into agreements to acquire companies in the health care sector,subject toregulatory approval and other customary closing conditions.The total anticipated consideration required for these acquisitions,excluding the payoff of acquired indebtedness,

91、is approximately$5 billion.Legal MattersThe Company is frequently made party to a variety of legal actions and regulatory inquiries,including class actions and suitsbrought by members,care providers,consumer advocacy organizations,customers and regulators,relating to the Companysbusinesses,including

92、 management and administration of health benefit plans and other services.These matters include medicalmalpractice,employment,intellectual property,antitrust,privacy and contract claims and claims related to health care benefitscoverage and other business practices.The Company records liabilities fo

93、r its estimates of probable costs resulting from these matters where appropriate.Estimates ofcosts resulting from legal and regulatory matters involving the Company are inherently difficult to predict,particularly where thematters:involve indeterminate claims for monetary damages or may involve fine

94、s,penalties or punitive damages;present novellegal theories or represent a shift in regulatory policy;involve a large number of claimants or regulatory bodies;are in the earlystages of the proceedings;or could result in a change in business practices.Accordingly,the Company is often unable to estima

95、tethe 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 ReviewsThe Company has been involved or is currently involved in various governmental investigations,audits and reviews.Theseinclud

96、e routine,regular and special investigations,audits and reviews by the Centers for Medicare and Medicaid Services(CMS),state insurance and health and welfare departments,state attorneys general,the Office of the Inspector General,theOffice of Personnel Management,the Office of Civil Rights,the Gover

97、nment Accountability Office,the Federal TradeCommission,U.S.Congressional committees,the U.S.Department of Justice(DOJ),the SEC,the Internal Revenue Service,theU.S.Drug Enforcement Administration,the U.S.Department of Labor,the Federal Deposit Insurance Corporation,theConsumer Financial Protection B

98、ureau(CFPB),the Defense Contract Audit Agency and other governmental authorities.Similarly,the Companys international businesses are also subject to investigations,audits and reviews by applicable foreigngovernments,including South American and other non-U.S.governmental authorities.Certain of the C

99、ompanys businesseshave been reviewed or are currently under review,including for,among other matters,compliance with coding and other12requirements under the Medicare risk-adjustment model.CMS has selected certain of the Companys local plans for riskadjustment data validation(RADV)audits to validate

100、 the coding practices of and supporting documentation maintained byhealth care providers and such audits may result in retrospective adjustments to payments made to the Companys health plans.On February 14,2017,the DOJ announced its decision to pursue certain claims within a lawsuit initially assert

101、ed against theCompany and filed under seal by a whistleblower in 2011.The whistleblowers 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 t

102、he Companys motion to dismiss.In May 2018,the DOJ moved to dismissthe Companys counterclaims,which were filed in March 2018,and moved for partial summary judgment.In March 2019,thecourt denied the governments motion for partial summary judgment and dismissed the Companys counterclaims withoutprejudi

103、ce.The Company cannot reasonably estimate the outcome which may result from this matter given its procedural status.8.Business CombinationsDuring the nine months ended September 30,2023,the Company completed several business combinations for totalconsideration of$8.4 billion.Acquired assets(liabilit

104、ies)at acquisition date were:(in millions)Cash and cash equivalents.$104Accounts receivable and other current assets.587Property,equipment and other long-term assets.573Other intangible assets.1,800Total identifiable assets acquired.3,064Medical costs payable.(1)Accounts payable and other current li

105、abilities.(551)Other long-term liabilities.(661)Total identifiable liabilities acquired.(1,213)Total net identifiable assets.1,851Goodwill.8,073Redeemable noncontrolling interests.(121)Nonredeemable noncontrolling interests.(1,339)Net assets acquired.$8,464The majority of goodwill is not deductible

106、for income tax purposes.The preliminary purchase price allocations for the variousbusiness combinations are subject to adjustment as valuation analyses,primarily related to intangible assets and contingentliabilities,are finalized.The acquisition date fair values and weighted-average useful lives as

107、signed to intangible assets were:(in millions,except years)FairValueWeighted-AverageUseful LifeAcquired finite-lived intangible assets:Customer-related.$22312yearsTrademarks and technology.1715 yearsOther.426 yearsTotal acquired finite-lived intangible assets.4369 yearsTotal acquired indefinite-live

108、d intangible assets operating licenses and certificates.1,364Total acquired intangible assets.$1,80013The results of operations and financial condition of acquired entities have been included in the Companys consolidated resultsand the results of the corresponding operating segment as of the date of

109、 acquisition.Through September 30,2023,acquiredentities impact on revenues and net earnings was not material.Unaudited pro forma revenues and net earnings for the nine months ended September 30,2023 and 2022,as if the businesscombinations had occurred on January 1,2022,were immaterial for both perio

110、ds.9.Segment Financial InformationThe Companys four reportable segments are UnitedHealthcare,Optum Health,Optum Insight and Optum Rx.For moreinformation on the Companys segments,see Part I,Item I,“Business”and Note 14 of Notes to the Consolidated FinancialStatements included in Part II,Item 8,“Finan

111、cial Statements and Supplementary Data”in the 2022 10-K.Total assets at OptumHealth increased to$86.9 billion as of September 30,2023 compared to$69.0 billion as of December 31,2022,including anincrease to goodwill from business combinations of$7.3 billion.The following tables present reportable seg

112、ment financial information:(in millions)UnitedHealthcare Optum Health Optum InsightOptum RxOptumEliminationsOptumCorporate andEliminationsConsolidatedOptumThree Months Ended September 30,2023Revenues unaffiliated customers:Premiums.$66,709$5,630$5,630$72,339Products.614010,25310,35410,354Services.2,

113、5503,6291,9385546,1218,671Total revenues unaffiliated customers.69,2599,3201,97810,80722,10591,364Total revenues affiliated customers.14,2272,96417,999(961)34,229(34,229)Investment and other income.59437Total revenues.$69,853$23,864$4,977$28,857$(961)$56,737$(34,229)$92,361Earnings from o

114、perations.$4,592$1,568$1,109$1,257$3,934$8,526Interest expense.(834)(834)Earnings before income taxes.$4,592$1,568$1,109$1,257$3,934$(834)$7,692Three Months Ended September 30,2022Revenues unaffiliated customers:Premiums.$59,375$5,116$5,116$64,491Products.2379,1519,1909,190Services.2,4352,7561,06744

115、24,2656,700Total revenues unaffiliated customers.61,8107,8741,1049,59318,57180,381Total revenues affiliated customers.10,3022,56615,592(800)27,660(27,660)Investment and other income.28513Total revenues.$61,995$18,463$3,693$25,203$(800)$46,559$(27,660)$80,894Earnings from operations.$3,799

116、$1,575$1,007$1,081$3,663$7,462Interest expense.(516)(516)Earnings before income taxes.$3,799$1,575$1,007$1,081$3,663$(516)$6,94614(in millions)UnitedHealthcare Optum Health Optum InsightOptum RxOptumEliminationsOptumCorporate andEliminationsConsolidatedOptumNine Months Ended September 30,2023Revenue

117、s unaffiliated customers:Premiums.$201,214$16,385$16,385$217,599Products.15611930,99731,27231,272Services.7,68910,2595,8591,60717,72525,414Total revenues unaffiliatedcustomers.208,90326,8005,97832,60465,382274,285Total revenues affiliated customers.42,9478,08952,174(2,713)100,497(100,497)Investment

118、and other income.1,6491,038801431,2612,910Total revenues.$210,552$70,785$14,147$84,921$(2,713)$167,140$(100,497)$277,195Earnings from operations.$13,293$4,869$2,984$3,523$11,376$24,669Interest expense.(2,416)(2,416)Earnings before income taxes.$13,293$4,869$2,984$3,523$11,376$(2,416)$22,253Nine Mont

119、hs Ended September 30,2022Revenues unaffiliated customers:Premiums.$178,680$13,777$13,777$192,457Products.1413527,87728,02628,026Services.7,4928,0543,0751,09612,22519,717Total revenues unaffiliatedcustomers.186,17221,8453,21028,97354,028240,200Total revenues affiliated customers.30,3556,88544,921(1,

120、941)80,220(80,220)Investment and other income.52352899256521,175Total revenues.$186,695$52,728$10,194$73,919$(1,941)$134,900$(80,220)$241,375Earnings from operations.$11,447$4,340$2,693$3,064$10,097$21,544Interest expense.(1,416)(1,416)Earnings before income taxes.$11,447$4,340$2,693$3,064$10,097$(1

121、,416)$20,12815ITEM 2.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONSThe following discussion should be read together with the accompanying Condensed Consolidated Financial Statements andNotes and with our 2022 10-K,including the Consolidated Financial Statements a

122、nd Notes included in Part II,Item 8,“Financial Statements and Supplementary Data”in that report.Unless the context indicates otherwise,references to the terms“UnitedHealth Group,”the“Company,”“we,”“our”or“us”used throughout this Managements Discussion and Analysis ofFinancial Condition and Results o

123、f Operations refer to UnitedHealth Group Incorporated and its consolidated subsidiaries.Readers are cautioned that the statements,estimates,projections or outlook contained in this Managements Discussion andAnalysis of Financial Condition and Results of Operations,including discussions regarding fin

124、ancial prospects,economicconditions,trends and uncertainties contained in this Item 2,may constitute forward-looking statements within the meaning ofthe Private Securities Litigation Reform Act of 1995(PSLRA).These forward-looking statements involve risks anduncertainties that may cause our actual r

125、esults to differ materially from the results discussed or implied in the forward-lookingstatements.A description of some of the risks and uncertainties is set forth in Part I,Item 1A,“Risk Factors”in our 2022 10-Kand in the discussion below.EXECUTIVE OVERVIEWGeneralUnitedHealth Group is a health car

126、e and well-being company with a mission to help people live healthier lives and help makethe health system work better for everyone.Our two distinct,yet complementary business platformsOptum andUnitedHealthcareare working to help build a modern,high-performing health system through improved access,a

127、ffordability,outcomes and experiences for the individuals and organizations we are privileged to serve.We have four reportable segments:Optum Health;Optum Insight;Optum Rx;andUnitedHealthcare,which includes UnitedHealthcare Employer&Individual,UnitedHealthcare Medicare&Retirement andUnitedHealthcare

128、 Community&State.Further information on our business is presented in Part I,Item 1,“Business”and Part II,Item 7,“Managements Discussionand Analysis of Financial Condition and Results of Operations”in our 2022 10-K and additional information on our segmentscan be found in this Item 2 and in Note 9 of

129、 Notes to the Condensed Consolidated Financial Statements included in Part I,Item 1 of this report.Business TrendsOur businesses participate in the United States,South America and certain other international health markets.We expect overallspending on health care to continue to grow in the future du

130、e 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 marketgrowth may be affected by a variety of factors,including macroeconomic conditions and regulatory changes,whic

131、h couldimpact 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 cost trends,inflation and labor market dynamics.We frequently

132、evaluate and adjust our approach in each ofthe local markets we serve,considering all relevant factors,such as product positioning,price competitiveness andenvironmental,competitive,legislative and regulatory considerations,including minimum medical loss ratio thresholds andsimilar revenue adjustmen

133、ts.We will continue seeking to balance growth and profitability across all these dimensions.16The commercial risk market remains highly competitive in the small group,large group and individual segments.We expectbroad-based competition to continue as the industry adapts to individual and employer ne

134、eds.Government programs in the community and senior sector tend to receive lower rates of increase than the commercial marketdue to governmental budget pressures and lower cost trends.Medical Cost Trends.Our medical cost trends primarily relate to changes in unit costs,care activity and prescription

135、 drug costs.During the third quarter we continued to observe increased care patterns,primarily related to outpatient procedures for seniors,consistent with the levels observed in the second quarter,and which may continue in future periods.We endeavor to mitigatethose increases by engaging physicians

136、 and consumers with information and helping them make clinically sound choices,withthe objective of helping them achieve quality,affordable care.Medicaid Redeterminations.The majority of states have resumed Medicaid redeterminations,which have impacted the numberof people served through our Medicaid

137、 offerings,partially offset by an increase in consumers served through our commercialofferings as we endeavor to ensure that people and families have continued access to benefits.Regulatory Trends and UncertaintiesMedicare Advantage Rates.Medicare Advantage rate notices over the years have at times

138、resulted in industry base rates wellbelow industry forward medical trend.For example,the Final Notice for 2024 rates resulted in an industry base rate decrease,well short of what is an increasing industry forward medical cost trend,creating continued pressure in the Medicare Advantageprogram.Further

139、,substantial revisions to the risk adjustment model,which serves to adjust rates to reflect a patients healthstatus and care resource needs,will result in reduced funding and potentially benefits for people,especially those with some ofthe greatest health and social challenges.As a result of ongoing

140、 Medicare funding pressures,there are adjustments we can make to partially offset these rate pressuresand reductions for a particular period.For example,we can seek to intensify our medical and operating cost management,makechanges to the size and composition of our care provider networks,adjust mem

141、ber benefits and implement or increase themember premiums supplementing the monthly payments we receive from the government.Additionally,we decide annually ona county-by-county basis where we will offer Medicare Advantage plans.SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMSThe following

142、summarizes select third quarter 2023 year-over-year operating comparisons to third quarter 2022 and otherfinancial results.Consolidated revenues grew 14%,UnitedHealthcare revenues grew 13%and Optum revenues grew 22%.UnitedHealthcare served 1.5 million more people,driven by growth across each of our

143、businesses.Consolidated earnings from operations of$8.5 billion compared to$7.5 billion last year,including growth of 21%atUnitedHealthcare and 7%at Optum.Diluted earnings per common share were$6.24.Cash flows from operations for the nine months ended September 30,2023 were$34.3 billion.Return on eq

144、uity was 28.0%.17RESULTS SUMMARYThe following table summarizes our consolidated results of operations and other financial information:(in millions,except percentages and per share data)202320222023 vs.2022202320222023 vs.2022Three Months EndedSeptember 30,Increase/(Decrease)Nine Months EndedSeptembe

145、r 30,Increase/(Decrease)Revenues:Premiums.$72,339$64,491$7,84812%$217,599$192,457$25,14213%Products.10,3549,1901,1641331,27228,0263,24612Services.8,6716,7001,9712925,41419,7175,69729Investment and other income.997513484942,9101,1751,735148Total revenues.92,36180,89411,46714277,195241,37535,82015Oper

146、ating costs:Medical costs.59,55052,6356,91513179,663157,25122,41214Operating costs.13,85511,6632,1921941,28934,7736,51619Cost of products sold.9,4238,3061,1171328,57625,3893,18713Depreciation and amortization.1,007828179222,9982,41858024Total operating costs.83,83573,43210,40314252,526219,83132,6951

147、5Earnings from operations.8,5267,4621,0641424,66921,5443,12515Interest expense.(834)(516)(318)62(2,416)(1,416)(1,000)71Earnings before income taxes.7,6926,9467461122,25320,1282,12511Provision for income taxes.(1,654)(1,562)(92)6(4,784)(4,397)(387)9Net earnings.6,0385,3846541217,46915,7311,73811Earni

148、ngs attributable to noncontrolling interests.(197)(122)(75)61(543)(372)(171)46Net earnings attributable to UnitedHealth Groupcommon shareholders.$5,841$5,262$57911%$16,926$15,359$1,56710%Diluted earnings per share attributable toUnitedHealth Group common shareholders.$6.24$5.55$0.69$18.01$16.15$1.86

149、Medical care ratio(a).82.3%81.6%0.7%82.6%81.7%0.9%Operating cost ratio.15.014.40.614.914.40.5Operating margin.9.29.28.98.9Tax rate.21.522.5(1.0)21.521.8(0.3)Net earnings margin(b).6.36.5(0.2)6.16.4(0.3)Return on equity(c).28.0%28.5%(0.5)%27.7%28.1%(0.4)%(a)Medical care ratio(MCR)is calculated as med

150、ical costs divided by premium revenue.(b)Net earnings margin attributable to UnitedHealth Group shareholders.(c)Return on equity is calculated as annualized net earnings attributable to UnitedHealth Group common shareholders divided by average shareholders equity.Average shareholders equity is calcu

151、lated using the shareholders equity balance at the end of the preceding year and the shareholders equity balances atthe end of each of the quarters in the year presented.2023 RESULTS OF OPERATIONS COMPARED TO 2022 RESULTS OF OPERATIONSConsolidated Financial ResultsRevenuesThe increases in revenues w

152、ere primarily driven by growth in the number of people served through Medicare Advantage andMedicaid,pricing trends and growth across the Optum businesses.Revenues also increased due to increased investment income,primarily driven by increased interest rates.18Medical Costs and MCRMedical costs incr

153、eased primarily due to growth in people served through Medicare Advantage and Medicaid.The MCRincreased as a result of elevated care activity,primarily relating to outpatient care for seniors,and business mix.Operating Cost RatioThe operating cost ratio increased primarily due to business mix and in

154、vestments to support future growth,partially offset bycontinued productivity advances.Reportable SegmentsSee Note 9 of Notes to the Condensed Consolidated Financial Statements included in Part I,Item 1 of this report for moreinformation on our segments.We utilize various metrics to evaluate and mana

155、ge our reportable segments,including peopleserved by UnitedHealthcare by major market segment and funding arrangement,people served by Optum Health and adjustedscripts for Optum Rx.These metrics are the main drivers of revenue,earnings and cash flows at each business.The metrics alsoallow management

156、 and investors to evaluate and understand business mix,including the level and scope of services provided topeople,and pricing trends when comparing the metrics to revenue by segment.The following table presents a summary of the reportable segment financial information:(in millions,except percentage

157、s)202320222023 vs.2022202320222023 vs.2022Three Months EndedSeptember 30,Increase/(Decrease)Nine Months EndedSeptember 30,Increase/(Decrease)RevenuesUnitedHealthcare.$69,853$61,995$7,85813%$210,552$186,695$23,85713%Optum Health.23,86418,4635,4012970,78552,72818,05734Optum Insight.4,9773,6931,2843514

158、,14710,1943,95339Optum Rx.28,85725,2033,6541484,92173,91911,00215Optum eliminations.(961)(800)(161)20(2,713)(1,941)(772)40Optum.56,73746,55910,17822167,140134,90032,24024Eliminations.(34,229)(27,660)(6,569)24(100,497)(80,220)(20,277)25Consolidated revenues.$92,361$80,894$11,46714%$277,195$241,375$35

159、,82015%Earnings from operationsUnitedHealthcare.$4,592$3,799$79321%$13,293$11,447$1,84616%Optum Health.1,5681,575(7)4,8694,34052912Optum Insight.1,1091,007102102,9842,69329111Optum Rx.1,2571,081176163,5233,06445915Optum.3,9343,663271711,37610,0971,27913Consolidated earnings from operations.$8,526$7,

160、462$1,06414%$24,669$21,544$3,12515%Operating marginUnitedHealthcare.6.6%6.1%0.5%6.3%6.1%0.2%Optum Health.6.68.5(1.9)6.98.2(1.3)Optum Insight.22.327.3(5.0)21.126.4(5.3)Optum Rx.4.44.30.14.14.1Optum.6.97.9(1.0)6.87.5(0.7)Consolidated operating margin.9.2%9.2%8.9%8.9%19UnitedHealthcareThe following tab

161、le summarizes UnitedHealthcare revenues by business:(in millions,except percentages)202320222023 vs.2022202320222023 vs.2022Three Months EndedSeptember 30,Increase/(Decrease)Nine Months EndedSeptember 30,Increase/(Decrease)UnitedHealthcare Employer&Individual Domestic.$16,854$15,929$9256%$50,157$47,

162、318$2,8396%UnitedHealthcare Employer&Individual Global.2,4172,120297146,9056,5004056UnitedHealthcare Employer&Individual Total.19,27118,0491,222757,06253,8183,2446UnitedHealthcare Medicare&Retirement.32,02227,8954,1271597,46885,62011,84814UnitedHealthcare Community&State.18,56016,0512,5091656,02247,

163、2578,76519Total UnitedHealthcare revenues.$69,853$61,995$7,85813%$210,552$186,695$23,85713%The following table summarizes the number of people served by our UnitedHealthcare businesses,by major market segment andfunding arrangement:(in thousands,except percentages)202320222023 vs.2022September 30,In

164、crease/(Decrease)Commercial Domestic:Risk-based.8,1208,055651%Fee-based.19,13018,5006303Total Commercial Domestic.27,25026,5556953Medicare Advantage.7,6457,0356109Medicaid.8,0658,005601Medicare Supplement(Standardized).4,3454,370(25)(1)Total Community and Senior.20,05519,4106453Total UnitedHealthcar

165、e Domestic Medical.47,30545,9651,3403Commercial Global.5,4755,3601152Total UnitedHealthcare Medical.52,78051,3251,4553%Supplemental Data:Medicare Part D stand-alone.3,3353,310251%UnitedHealthcares revenues increased due to growth in the number of people served through individual and group MedicareAd

166、vantage plans;growth in people served with higher acuity needs partially offset by Medicaid redeterminations;and anincrease in the number of people served through commercial offerings.Earnings from operations increased due to increasedinvestment income and the factors impacting revenue,partially off

167、set by elevated care activity,primarily relating to outpatientcare for seniors.OptumTotal revenues and earnings from operations increased due to growth across the Optum businesses.The results by segment wereas follows:Optum HealthRevenues at Optum Health increased primarily due to organic growth in

168、patients served under value-based care arrangementsand business combinations.For the nine months ended September 30,2023,earnings from operations increased,whileremaining consistent for the three months ended September 30,2023,due to cost management initiatives and increasedinvestment income,offset

169、by higher senior outpatient and behavioral health care activity,costs associated with serving newly20added patients under value-based care arrangements and decreased asset dispositions.Optum Health served approximately103 million people as of September 30,2023 compared to 101 million people as of Se

170、ptember 30,2022.Optum InsightRevenues and earnings from operations at Optum Insight increased due to growth in business services as a result of businesscombinations and growth in technology services.Optum RxRevenues and earnings from operations at Optum Rx increased due to growth in pharmacy offerin

171、gs and higher script volumesfrom both new clients and growth in existing clients.Earnings from operations also increased as a result of continued supplychain and operating cost management initiatives.Optum Rx fulfilled 383 million and 359 million adjusted scripts in the thirdquarters of 2023 and 202

172、2,respectively.LIQUIDITY,FINANCIAL CONDITION AND CAPITAL RESOURCESLiquiditySummary of our Major Sources and Uses of Cash and Cash Equivalents(in millions)202320222023 vs.2022Nine Months EndedSeptember 30,Increase/(Decrease)Sources of cash:Cash provided by operating activities.$34,261$30,739$3,522Iss

173、uances of short-term borrowings and long-term debt,net of repayments.5,8483,8062,042Proceeds from common stock issuances.1,0391,084(45)Customer funds administered.2,0377,028(4,991)Other.50(50)Total sources of cash.43,18542,707Uses of cash:Common stock repurchases.(6,500)(6,000)(500)Cash paid for acq

174、uisitions,net of cash assumed.(8,389)(7,154)(1,235)Purchases of investments,net of sales and maturities.(2,850)(4,067)1,217Purchases of property,equipment and capitalized software.(2,427)(1,936)(491)Cash dividends paid.(5,023)(4,450)(573)Other.(2,495)(1,634)(861)Total uses of cash.(27,684)(25,241)Ef

175、fect of exchange rate changes on cash and cash equivalents.49445Net increase in cash and cash equivalents.$15,550$17,470$(1,920)2023 Cash Flows Compared to 2022 Cash FlowsIncreased cash flows provided by operating activities were primarily driven by increased net earnings and the receipt of ourOctob

176、er CMS premium payment of$11.9 billion and$9.8 billion in September 2023 and 2022,respectively.Other significantchanges in sources or uses of cash year-over-year included increased net issuances of short-term borrowings and long-term debtand decreased net purchases of investments,partially offset by

177、 decreased customer funds administered,primarily driven byMedicare Part D timing,and increased cash paid for acquisitions.21Financial ConditionAs of September 30,2023,our cash,cash equivalent,available-for-sale debt securities and equity securities balances of$87.5 billion included approximately$38.

178、9 billion of cash and cash equivalents(of which$1.5 billion was available for generalcorporate use),$44.4 billion of debt securities and$4.2 billion of investments in equity securities.Given the significant portionof our portfolio held in cash and cash equivalents,we do not anticipate fluctuations i

179、n the aggregate fair value of our financialassets to have a material impact on our liquidity or capital position.Our available-for-sale debt securities portfolio had aweighted-average duration of 3.8 years and a weighted-average credit rating of“Double A”as of September 30,2023.Whenmultiple credit r

180、atings are available for an individual security,the average of the available ratings is used to determine theweighted-average credit rating.Capital Resources and Uses of LiquidityIn addition to cash flows from operations and cash and cash equivalent balances available for general corporate use,our c

181、apitalresources and uses of liquidity are as follows:Cash Requirements.A summary of our cash requirements as of December 31,2022 was disclosed in Part II,Item 7,“Managements Discussion and Analysis of Financial Condition and Results of Operations”in our 2022 10-K.During the ninemonths ended Septembe

182、r 30,2023,there were no material changes to this previously disclosed information outside the ordinarycourse of business.We believe our capital resources are sufficient to meet future,short-term and long-term,liquidity needs.Wecontinually evaluate opportunities to expand our operations,including thr

183、ough internal development of new products,programsand technology applications and business combinations.Short-Term Borrowings.Our revolving bank credit facilities provide liquidity support for our commercial paper borrowingprogram,which facilitates the private placement of unsecured debt through ind

184、ependent broker-dealers,and are available forgeneral corporate purposes.For more information on our commercial paper and bank credit facilities,see Note 5 of Notes to theCondensed Consolidated Financial Statements included in Part I,Item 1 of this report and Note 8 of Notes to the ConsolidatedFinanc

185、ial Statements included in Part II,Item 8,“Financial Statements and Supplementary Data”in our 2022 10-K.Our revolving bank credit facilities contain various covenants,including covenants requiring us to maintain a defined debt todebt-plus-shareholders equity ratio of not more than 60%.As of Septembe

186、r 30,2023,our debt to debt-plus-shareholders equityratio,as defined and calculated under the credit facilities,was approximately 38%.Long-Term Debt.Periodically,we access capital markets and issue long-term debt for general corporate purposes,such as tomeet our working capital requirements,to refina

187、nce debt,to finance acquisitions or for share repurchases.For more informationon our long-term debt,see Note 5 of Notes to the Condensed Consolidated Financial Statements included in Part I,Item 1 ofthis report and Note 8 of Notes to the Consolidated Financial Statements included in Part II,Item 8,“

188、Financial Statements andSupplementary Data”in our 2022 10-K.Credit Ratings.Our credit ratings as of September 30,2023 were as follows:RatingsOutlookRatingsOutlookRatingsOutlookRatingsOutlookMoodysS&P GlobalFitchA.M.BestSenior unsecured debt.A2StableA+StableAStableAStableCommercial paper.P-1n/aA-1n/a

189、F1n/aAMB-1+n/aThe availability of financing in the form of debt or equity is influenced by many factors,including our profitability,operatingcash flows,debt levels,credit ratings,debt covenants and other contractual restrictions,regulatory requirements and economicand market conditions.A significant

190、 downgrade in our credit ratings or adverse conditions in the capital markets may increasethe cost of borrowing for us or limit our access to capital.Share Repurchase Program.During the nine months ended September 30,2023,we repurchased approximately 13 millionshares at an average price of$485.10 pe

191、r share.As of September 30,2023,we had Board of Directors authorization topurchase up to 18 million shares of our common stock.22Dividends.In June 2023,the Companys Board of Directors increased our quarterly cash dividend to shareholders to an annualrate of$7.52 compared to$6.60 per share.For more i

192、nformation on our dividend,see Note 6 of Notes to the CondensedConsolidated Financial Statements included in Part I,Item 1 of this report.Pending Acquisitions.As of September 30,2023,we have entered into agreements to acquire companies in the health caresector,subject to regulatory approval and othe

193、r customary closing conditions.The total anticipated consideration required forthese acquisitions,excluding the payoff of acquired indebtedness,is approximately$5 billion.For additional liquidity discussion,see Note 10 of Notes to the Consolidated Financial Statements included in Part II,Item 8,“Fin

194、ancial Statements and Supplementary Data”and“Managements Discussion and Analysis of Financial Condition andResults of Operations”included in Part II,Item 7 in our 2022 10-K.RECENTLY ISSUED ACCOUNTING STANDARDSThere are no recently issued accounting standards that are expected to have a material impa

195、ct on our Condensed ConsolidatedFinancial Statements.CRITICAL ACCOUNTING ESTIMATESIn preparing our Condensed Consolidated Financial Statements,we are required to make judgments,assumptions and estimates,which we believe are reasonable and prudent based on the available facts and circumstances.These

196、judgments,assumptions andestimates affect certain of our revenues and expenses and their related balance sheet accounts and disclosure of our contingentliabilities.We base our assumptions and estimates primarily on historical experience and consider known and projected trends.On an ongoing basis,we

197、re-evaluate our selection of assumptions and the method of calculating our estimates.Actual results,however,may materially differ from our calculated estimates,and this difference would be reported in our current operations.Our critical accounting estimates include medical costs payable and goodwill

198、.For a detailed description of our critical accountingestimates,see“Managements Discussion and Analysis of Financial Condition and Results of Operations”included in Part II,Item 7 in our 2022 10-K.For a detailed discussion of our significant accounting policies,see Note 2 of Notes to the Consolidate

199、dFinancial Statements included in Part II,Item 8,“Financial Statements and Supplementary Data”in our 2022 10-K.FORWARD-LOOKING STATEMENTSThe statements,estimates,projections,guidance or outlook contained in this document include“forward-looking”statementswhich are intended to take advantage of the“s

200、afe harbor”provisions of the federal securities law.The words“believe,”“expect,”“intend,”“estimate,”“anticipate,”“forecast,”“outlook,”“plan,”“project,”“should”and similar expressions identifyforward-looking statements.These statements may contain information about financial prospects,economic condit

201、ions andtrends and involve risks and uncertainties.Actual results could differ materially from those that management expects,dependingon the outcome of certain factors including:our ability to effectively estimate,price for and manage medical costs;new orchanges in existing health care laws or regul

202、ations,or their enforcement or application;reductions in revenue or delays to cashflows received under government programs;changes in Medicare,the CMS star ratings program or the application of riskadjustment data validation audits;the DOJs legal action relating to the risk adjustment submission mat

203、ter;our ability tomaintain and achieve improvement in quality scores impacting revenue;failure to maintain effective and efficient informationsystems or if our technology products do not operate as intended;cyberattacks,other privacy/data security incidents,or ourfailure to comply with related regul

204、ations;risks and uncertainties associated with our businesses providing pharmacy careservices;competitive pressures,including our ability to maintain or increase our market share;changes in or challenges to ourpublic sector contract awards;failure to achieve targeted operating cost productivity impr

205、ovements;failure to develop andmaintain satisfactory relationships with health care payers,physicians,hospitals and other service providers;the impact ofpotential changes in tax laws and regulations;increases in costs and other liabilities associated with litigation,governmentinvestigations,audits o

206、r reviews;failure to complete,manage or integrate strategic transactions;risks associated with publichealth crises arising from large-scale medical emergencies,pandemics,natural disasters and other extreme events;failure toattract,develop,retain,and manage the succession of key employees and executi

207、ves;our investment portfolio performance;impairment of our goodwill and intangible assets;failure to protect proprietary rights to our databases,software and related23products;downgrades in our credit ratings;and our ability to obtain sufficient funds from our regulated subsidiaries or fromexternal

208、financings to fund our obligations,maintain our debt to total capital ratio at targeted levels,maintain our quarterlydividend payment cycle,or continue repurchasing shares of our common stock.This above list is not exhaustive.We discuss these matters,and certain risks that may affect our business op

209、erations,financialcondition and results of operations,more fully in our filings with the SEC,including our reports on Forms 10-K,10-Q and 8-K.By their nature,forward-looking statements are not guarantees of future performance or results and are subject to risks,uncertainties and assumptions that are

210、 difficult to predict or quantify.Actual results may vary materially from expectationsexpressed or implied in this document or any of our prior communications.You should not place undue reliance on forward-looking statements,which speak only as of the date they are made.We do not undertake to update

211、 or revise any forward-looking statements,except as required by law.ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKWe manage exposure to market interest rates by diversifying investments across different fixed-income market sectors and debtacross maturities,as well as by matching a

212、 portion of our floating-rate assets and liabilities,either directly or through the use ofinterest rate swap contracts.Unrealized gains and losses on investments in available-for-sale debt securities are reported incomprehensive income.The following table summarizes the impact of hypothetical change

213、s in market interest rates across the entire yield curve by 1%point or 2%points as of September 30,2023 on our investment income and interest expense per annum,and the fair value ofour investments and debt(in millions,except percentages):Increase(Decrease)in Market Interest RateInvestmentIncome PerA

214、nnumInterestExpense PerAnnumFair Value ofFinancial AssetsFair Value ofFinancial LiabilitiesSeptember 30,20232%.$971$419$(3,408)$(7,067)1.486209(1,758)(3,846)(1).(486)(193)1,8584,635(2).(971)(386)3,80010,274Note:The impact of hypothetical changes in interest rates may not reflect the full 100 or 200

215、basis point change on interest income and interest expense or onthe fair value of financial assets and liabilities as the rates are assumed to not fall below zero.ITEM 4.CONTROLS AND PROCEDURESEVALUATION OF DISCLOSURE CONTROLS AND PROCEDURESWe maintain disclosure controls and procedures as defined i

216、n Rules 13a-15(e)and 15d-15(e)under the Securities Exchange Actof 1934(Exchange Act)that are designed to provide reasonable assurance that information required to be disclosed by us inreports that we file or submit under the Exchange Act is(i)recorded,processed,summarized and reported within the tim

217、eperiods specified in SEC rules and forms;and(ii)accumulated and communicated to our management,including our principalexecutive officer and principal financial officer,as appropriate to allow timely decisions regarding required disclosure.In connection with the filing of this quarterly report on Fo

218、rm 10-Q,management evaluated,under the supervision and with theparticipation of our Chief Executive Officer and Chief Financial Officer,the effectiveness of the design and operation of ourdisclosure controls and procedures as of September 30,2023.Based upon that evaluation,our Chief Executive Office

219、r and ChiefFinancial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as ofSeptember 30,2023.CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTINGThere have been no changes in our internal control over financial reporting during the quarte

220、r ended September 30,2023 thathave materially affected,or are reasonably likely to materially affect,our internal control over financial reporting.24PART II.OTHER INFORMATIONITEM 1.LEGAL PROCEEDINGSA description of our legal proceedings is included in and incorporated by reference to Note 7 of Notes

221、 to the CondensedConsolidated Financial Statements included in Part I,Item 1 of this report.ITEM 1A.RISK FACTORSIn addition to the other information set forth in this report,you should carefully consider the factors discussed in Part I,Item 1A,“Risk Factors”of our 2022 10-K,which could materially af

222、fect our business,financial condition or future results.Therisks described in our 2022 10-K are not the only risks facing us.Additional risks and uncertainties not currently known to us orthat we currently deem to be immaterial also may materially adversely affect our business,financial condition or

223、 future results.There have been no material changes to the risk factors as disclosed in our 2022 10-K.ITEM 2.UNREGISTERED SALE OF EQUITY SECURITIES,USE OF PROCEEDS,AND ISSUER PURCHASES OFEQUITY SECURITIESIssuer Purchases of Equity Securities(a)Third Quarter 2023For the Month EndedTotal Number ofShar

224、es PurchasedAverage Price PaidPer ShareTotal Number of SharesPurchased as Part ofPublicly AnnouncedPlans or ProgramsMaximum Number ofShares That May Yet BePurchased Under ThePlans or Programs(in millions)(in millions)(in millions)July 31,2023.1.2$481.191.219.6August 31,2023.1.0501.091.018.6September

225、 30,2023.0.9488.620.917.7Total.3.1$489.563.1(a)In November 1997,our Board of Directors adopted a share repurchase program,which the Board of Directors evaluates periodically.In June 2018,theBoard of Directors renewed our share repurchase program with an authorization to repurchase up to 100 million

226、shares of our common stock in open marketpurchases or other types of transactions(including prepaid or structured repurchase programs).There is no established expiration date for the program.ITEM 5.OTHER INFORMATIONTrading ArrangementsDuring the quarter ended September 30,2023,none of the Companys d

227、irectors or officers(as defined in Rule 16a-1(f)underthe Exchange Act)adopted or terminated any contract,instruction or written plan for the purchase or sale of Company securitiesintended to satisfy the affirmative defense conditions of Rule 10b5-1(c)under the Exchange Act or any non-Rule 10b5-1 tra

228、dingarrangement.25ITEM 6.EXHIBITS*The following exhibits are filed or incorporated by reference herein in response to Item 601 of Regulation S-K.The Companyfiles Annual Reports on Form 10-K,Quarterly Reports on Form 10-Q and Current Reports on Form 8-K pursuant to theSecurities Exchange Act of 1934

229、under Commission File No.1-10864.3.1Certificate of Incorporation of UnitedHealth Group Incorporated(incorporated by reference to Exhibit 3.1 to the CompanysRegistration Statement on Form 8-A/A filed on July 1,2015)3.2Amended and Restated Bylaws of UnitedHealth Group Incorporated,effective February 2

230、3,2021(incorporated by reference toExhibit 3.2 to UnitedHealth Group Incorporateds Current Report on Form 8-K filed on February 26,2021)4.1Amended and Restated Indenture,dated as of April 27,2023,between UnitedHealth Group Incorporated and Wilmington TrustCompany,as successor trustee(incorporated by

231、 reference to Exhibit 4.1 to UnitedHealth Group Incorporateds Current Report onForm 8-K filed on April 28,2023)4.2Indenture,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 Companys Registration Stat

232、ement on Form S-3,SEC File Number ,filed on February 4,2008)4.3Supplemental 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 Exhibi

233、t 4.1 toUnitedHealth Group Incorporateds Current Report on Form 8-K filed on April 24,2023)31.1Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002101.INSXBRL Instance Document-the instance document does

234、not appear in the Interactive Data File because its XBRL tags areembedded within the Inline XBRL document.101.SCHInline XBRL Taxonomy Extension Schema Document.101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.101.L

235、ABInline XBRL Taxonomy Extension Label Linkbase Document.101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.104Cover Page Interactive Data File(formatted as Inline XBRL and embedded within Exhibit 101).*Pursuant to Item 601(b)(4)(iii)of Regulation S-K,copies of instruments defining

236、 the rights of certain holders of long-termdebt are not filed.The Company will furnish copies thereof to the SEC upon request.26SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed onits behalf by the undersigned thereu

237、nto duly authorized.UNITEDHEALTH GROUP INCORPORATED/S/ANDREWWITTYAndrew WittyChief Executive Officer(principal executive officer)Dated:November 6,2023/S/JOHNREXJohn RexExecutive Vice President andChief Financial Officer(principal financial officer)Dated:November 6,2023/S/THOMASROOSThomas RoosSenior Vice President andChief Accounting Officer(principal accounting officer)Dated:November 6,202327