UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
(Amendment No. 1)
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Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 21, 2024
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UNITEDHEALTH GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
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| Delaware | | 1-10864 | | 41-1321939 |
(State or other jurisdiction of incorporation)
| | (Commission File Number)
| | (I.R.S. Employer Identification No.)
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| UnitedHealth Group Center, 9900 Bren Road East, | Minnetonka, | Minnesota | 55343 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (952) 936-1300
N/A
(Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $.01 par value | | UNH | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ 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. ☐
Explanatory Note
This Amendment No. 1 (the “Amendment”) amends the Current Report on Form 8-K filed by UnitedHealth Group Incorporated (the “Company”) with the Securities and Exchange Commission on February 22, 2024 (the “Original Report”).
Item 1.05. Material Cybersecurity Incidents.
As an update to the Original Report, the Company identified that cybercrime threat actors had gained access to certain Change Healthcare information technology systems. Immediately upon detection of this outside threat, the Company isolated the impacted systems from other connected systems in order to protect the Company’s partners and customers. The Company promptly notified customers, law enforcement and government agencies.
The Company is making substantial progress in mitigating the impact to consumers and care providers of the unprecedented cyberattack on the U.S. health system and certain Change Healthcare services. The Company’s focus has been on ensuring patient access to care and medications by addressing challenges to pharmacy, medical claims and payment services targeted by the attack. The Company is working tirelessly to restore affected services and resume normal operations and along with law enforcement is investigating the extent of impacted data. The Company continues to believe the issue is specific to Change Healthcare. All other systems across the Company are operational.
The progress the Company is making, including interim measures and an expected timeline for restoration of key Change Healthcare systems, is described in a press release which the Company issued on March 7, 2024, a copy of which is attached to the Amendment as Exhibit 99.1.
As of the date of this Amendment, the Company has not determined the incident is reasonably likely to materially impact the Company’s financial condition or results of operations.
Item 9.01. Financial Statements and Exhibits.
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| Exhibit | Description |
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| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
Forward-Looking Statements
This Current Report on Form 8-K/A contains “forward-looking statements” which are intended to take advantage of the “safe harbor” provisions of the federal securities law. The words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “forecast,” “outlook,” “plan,” “project,” “should” and similar expressions identify forward-looking statements. These forward-looking statements are based on management’s current expectations and assumptions; however, by their nature, forward-looking statements are subject to risks, uncertainties and assumptions that are difficult to predict or quantify. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements can be found in the “Risk Factors” and “Forward-Looking Statements” sections included in the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. We do not undertake to update or revise any forward-looking statements, except as required by law.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 8, 2024
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| | | UNITEDHEALTH GROUP INCORPORATED |
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| | | By: | /s/ Kuai H. Leong |
| | | | |
| | | | Kuai H. Leong |
| | | | Deputy Corporate Secretary |
