UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________________

FORM 10-Q

__________________________________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2025


☐			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 of
incorporation or organization)

(I.R.S. Employer
Identification No.)

1 Health Drive

55344

655 New York Avenue NW

20001

Eden Prairie,

Minnesota

Washington,

(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

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 pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~July~~October 3124, 2025, there were 905,~~673~~838,~~625~~ 620 shares of the registrant’s Common Stock, $.01 par value per share, issued and outstanding.

UNITEDHEALTH GROUP

Table of Contents

			Page
Part I. Financial Information
Item 1.	Financial Statements (unaudited)		1
	Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024		1
	Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024		1
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024		2
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024		2
	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2025 and 2024		3
	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2025 and 2024		3
	Condensed Consolidated Statements of Changes in Equity for the Three and Six Months Ended June 30, 2025 and 2024		4
	Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2025 and 2024		4
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024		6
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024		6
	Notes to the Condensed Consolidated Financial Statements		7
	1.	Basis of Presentation	7
	2.	Investments	8
	3.	Fair Value	10
	4.	Medical Costs Payable	11
	5.	Short-Term Borrowings and Long-Term Debt	12
	6.	Dividends	12
	7.	Commitments and Contingencies	12
	8.	Held for Sale	13
	9.	~~Segment~~Business ~~Financial Information~~Combinations	14
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
	10.	Segment Financial Information	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		25
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 4.	Controls and Procedures		25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		26
Item 4.	Controls and Procedures		26
Part II. Other Information
Item 1.	Legal Proceedings		2627
Item 1A.	Risk Factors		2627
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		2627
Item 5.	Other Information		2627
Item 6.	Exhibits		2728
Signatures			2829

PART I

ITEM 1. FINANCIAL STATEMENTS

UnitedHealth Group

Condensed Consolidated Balance Sheets

(Unaudited)

(in millions, except per share data)	~~June~~September 30,2025		December 31,2024
Assets
Current assets:
Cash and cash equivalents	$	2827,~~596~~210	$	25,312
Short-term investments	3,~~424~~404		3,801
Accounts receivable, net	2422,~~142~~672		22,365
Other current receivables, net	2832,~~582~~762		26,089
Prepaid expenses and other current assets	89,~~955~~019		8,212
Total current assets	9395,~~699~~067		85,779
Long-term investments	52,~~466~~996		52,354
Property, equipment and capitalized software, net	1011,~~923~~104		10,553
Goodwill	~~107~~110,~~677~~340		106,734
Other intangible assets, net	22,~~510~~785		23,268
Other assets	2122,~~298~~977		19,590
Total assets	$	~~308~~315,~~573~~269	$	298,278
Liabilities, redeemable noncontrolling interests and equity
Current liabilities:
Medical costs payable	$	3840,~~427~~181	$	34,224
Accounts payable and accrued liabilities	3436,~~330~~033		34,337
Short-term borrowings and current maturities of long-term debt	57,~~698~~737		4,545
Unearned revenues	3,~~032~~366		3,317
Other current liabilities	2928,~~294~~209		27,346
Total current liabilities	~~110~~115,~~781~~526		103,769
Long-term debt, less current maturities	7372,~~495~~399		72,359
Deferred income taxes	3,~~804~~162		3,620
Other liabilities	1518,~~709~~369		15,939
Total liabilities	~~203~~209,~~789~~456		195,687
Commitments and contingencies (Note 7)
Redeemable noncontrolling interests	4,~~315~~244		4,323
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; 905 and 915 issued and outstanding	9		9
Common stock, $0.01 par value - 3,000 shares authorized; 906 and 915 issued and outstanding	9		9
Retained earnings	97,250		96,036
Additional paid-in capital	394		—
Accumulated other comprehensive loss	(2,535)		(3,387)
Retained earnings	97,595		96,036
Nonredeemable noncontrolling interests	5,745		5,610
Accumulated other comprehensive loss	(2,211)		(3,387)
Total equity	100,469		98,268
Nonredeemable noncontrolling interests	5,782		5,610
Total liabilities, redeemable noncontrolling interests and equity	$	308,573	$	298,278
Total equity	101,569		98,268
Total liabilities, redeemable noncontrolling interests and equity	$	315,269	$	298,278

See Notes to the Condensed Consolidated Financial Statements

Table of Contents

UnitedHealth Group

Condensed Consolidated Statements of Operations

(Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions, except per share data)

2025

2024

2025

2024

Revenues:

Premiums

8788,~~905~~979

7677,~~897~~442

~~174~~263,~~439~~418

~~154~~232,~~885~~327

Products

13,~~564~~296

12,~~211~~631

2639,~~600~~896

2436,~~120~~751

Services

9,~~039~~754

89,~~750~~104

1827,~~011~~765

1726,~~638~~742

Investment and other income

1,~~108~~132

~~997~~1,643

23,~~141~~273

23,~~008~~651

Total revenues

~~111~~113,~~616~~161

98100,~~855~~820

~~221~~334,~~191~~352

~~198~~299,~~651~~471

Operating costs:

Medical costs

7879,~~585~~958

65,~~458~~957

~~151~~231,~~996~~954

~~131~~197,~~193~~150

Operating costs

1315,~~778~~223

13,~~162~~280

2742,~~372~~595

2740,~~239~~519

Cost of products sold

1312,~~019~~566

11,~~340~~834

2537,~~409~~975

2234,~~396~~230

Depreciation and amortization

1,~~084~~099

1,~~020~~041

23,~~145~~244

23,~~017~~058

Total operating costs

~~106~~108,~~466~~846

9092,~~980~~112

~~206~~315,~~922~~768

~~182~~274,~~845~~957

Earnings from operations

54,~~150~~315

78,~~875~~708

1418,~~269~~584

1524,~~806~~514

Interest expense

(1,~~027~~003)

(~~985~~1,074)

(23,~~025~~028)

(12,~~829~~903)

Loss on sale of subsidiary and subsidiaries held for sale

(4183)

(~~1,225~~20)

(56139)

(8,~~311~~331)

Earnings before income taxes

43,~~082~~229

57,~~665~~614

1215,~~188~~417

513,~~666~~280

Provision for income taxes

(~~510~~686)

(1,~~244~~356)

(2,~~142~~828)

(23,~~466~~822)

Net earnings

32,~~572~~543

46,~~421~~258

1012,~~046~~589

39,~~200~~458

Earnings attributable to noncontrolling interests

(~~166~~195)

(~~205~~203)

(~~348~~543)

(~~393~~596)

Net earnings attributable to UnitedHealth Group common shareholders

32,~~406~~348

46,~~216~~055

912,~~698~~046

28,~~807~~862

Earnings per share attributable to UnitedHealth Group common shareholders:

Basic

32.7659

46.5856

1013.6627

39.0561

Diluted

32.7459

46.5451

1013.6121

39.0253

Basic weighted-average number of common shares outstanding

~~907~~906

~~921~~923

~~910~~908

~~921~~922

Dilutive effect of common share equivalents

Diluted weighted-average number of common shares outstanding

~~910~~908

~~928~~930

~~914~~912

~~929~~930

Anti-dilutive shares excluded from the calculation of dilutive effect of common share equivalents

1316

1012

See Notes to the Condensed Consolidated Financial Statements

Table of Contents

UnitedHealth Group

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2025		2024		2025		2024
Net earnings	$	32,~~572~~543	$	46,~~421~~258	$	1012,~~046~~589	$	39,~~200~~458
Other comprehensive income:
Gross unrealized gains (losses) on investment securities during the period	327		(75)		848		(365)
Gross unrealized gains on investment securities during the period	535		1,434		1,383		1,069
Income tax effect	(75122)		17(328)		(~~194~~316)		85(243)
Total unrealized gains (losses), net of tax	252		(58)		654		(280)
Total unrealized gains, net of tax	413		1,106		1,067		826
Gross reclassification adjustment for net realized gains included in net earnings	(1724)		(26291)		(2751)		(58349)
Income tax effect	46		667		612		1380
Total reclassification adjustment, net of tax	(1318)		(20224)		(2139)		(45269)
Foreign currency translation gains (losses)	131		8		219		(285)
Foreign currency translation (losses) gains	(71)		88		148		(197)
Reclassification adjustment for translation losses included in net earnings	—		86—		—		4,214
Total foreign currency translation gains	131		94		219		3,929
Total foreign currency translation (losses) gains	(71)		88		148		4,017
Other comprehensive income	~~370~~324		16970		~~852~~1,176		34,~~604~~574
Comprehensive income	32,~~942~~867		47,~~437~~228		1013,~~898~~765		614,~~804~~032
Comprehensive income attributable to noncontrolling interests	(~~166~~195)		(~~205~~203)		(~~348~~543)		(~~393~~596)
Comprehensive income attributable to UnitedHealth Group common shareholders	$	32,~~776~~672	$	47,~~232~~025	$	1013,~~550~~222	$	613,~~411~~436

See Notes to the Condensed Consolidated Financial Statements

Table of Contents

UnitedHealth Group

Condensed Consolidated Statements of Changes in Equity

(Unaudited)

	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss				Nonredeemable Noncontrolling Interests		Total Equity
Three months ended June 30,(in millions)	Shares	Amount						Net Unrealized (Losses) Gains on Investments		Foreign Currency Translation (Losses) Gains
Three months ended September 30,(in millions)	Shares	Amount						Net Unrealized (Losses) Gains on Investments		Foreign Currency Translation (Losses) Gains
Balance at March 31, 2025	910	$	9	$	—	$	97,934	$	(1,832)	$	(1,073)	$	5,773	$	100,811
Net earnings						3,406						149		3,555
Other comprehensive income								239		131				370
Issuances of common stock, and related tax effects	1	—		196										196
Share-based compensation				229										229
Common share repurchases	(6)	—		(415)		(2,090)								(2,505)
Cash dividends paid on common shares ($2.21 per share)						(2,000)								(2,000)
Redeemable noncontrolling interests fair value and other adjustments				(10)										(10)
Acquisition and other adjustments of nonredeemable noncontrolling interests												(19)		(19)
Distribution to nonredeemable noncontrolling interests												(158)		(158)
Balance at June 30, 2025	905	$	9	$	—	$	97,250	$	(1,593)	$	(942)	$	5,745	$	100,469
Balance at March 31, 2024	920	$	9	$	—	$	90,118	$	(2,218)	$	(1,221)	$	5,682	$	92,370
Net earnings						2,348						167		2,515
Net earnings						4,216						158		4,374
Other comprehensive income (loss)								395		(71)				324
Other comprehensive (loss) income								(78)		94				16
Issuances of common stock, and related tax effects	1	—		241										241
Issuances of common stock, and related tax effects	1	—		196										196
Share-based compensation				214										214
Share-based compensation				210										210
Common share repurchases	—	—		1		(1)								—
Common share repurchases	—	—		3		1								4
Cash dividends paid on common shares ($2.21 per share)						(2,002)								(2,002)
Cash dividends paid on common shares ($2.10 per share)						(1,935)								(1,935)
Redeemable noncontrolling interests fair value and other adjustments				(62)										(62)
Redeemable noncontrolling interests fair value and other adjustments				(36)										(36)
Acquisition and other adjustments of nonredeemable noncontrolling interests												34		34
Acquisition and other adjustments of nonredeemable noncontrolling interests												(338)		(338)
Distribution to nonredeemable noncontrolling interests												(164)		(164)
Distribution to nonredeemable noncontrolling interests												(185)		(185)
Balance at September 30, 2025	906	$	9	$	394	$	97,595	$	(1,198)	$	(1,013)	$	5,782	$	101,569
Balance at June 30, 2024	921	$	9	$	373	$	92,400	$	(2,296)	$	(1,127)	$	5,317	$	94,676
Net earnings						6,055						155		6,210
Other comprehensive income								882		88				970
Issuances of common stock, and related tax effects	4	—		842										842
Share-based compensation				208										208
Common share repurchases	(2)	—		(957)		—								(957)
Cash dividends paid on common shares ($2.10 per share)						(1,937)								(1,937)
Redeemable noncontrolling interests fair value and other adjustments				(5)										(5)
Acquisition and other adjustments of nonredeemable noncontrolling interests												28		28
Distribution to nonredeemable noncontrolling interests												(154)		(154)
Balance at September 30, 2024	923	$	9	$	461	$	96,518	$	(1,414)	$	(1,039)	$	5,346	$	99,881

See Notes to the Condensed Consolidated Financial Statements

Table of Contents

UnitedHealth Group

Condensed Consolidated Statements of Changes in Equity

(Unaudited)

	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss				Nonredeemable Noncontrolling Interests		Total Equity
Six months ended June 30,(in millions)	Shares	Amount						Net Unrealized (Losses) Gains on Investments		Foreign Currency Translation (Losses) Gains
Nine months ended September 30,(in millions)	Shares	Amount						Net Unrealized (Losses) Gains on Investments		Foreign Currency Translation (Losses) Gains
Balance at January 1, 2025	915	$	9	$	—	$	96,036	$	(2,226)	$	(1,161)	$	5,610	$	98,268
Net earnings						912,~~698~~046						~~297~~464		912,~~995~~510
Other comprehensive income								~~633~~1,028		~~219~~148				~~852~~1,176
Issuances of common stock, and related tax effects	23	—		~~379~~620										~~379~~620
Share-based compensation				~~591~~805										~~591~~805
Common share repurchases	(12)	—		(~~955~~954)		(4,~~572~~573)								(5,527)
Cash dividends paid on common shares ($4.31 per share)						(3,912)								(3,912)
Cash dividends paid on common shares ($6.52 per share)						(5,914)								(5,914)
Redeemable noncontrolling interests fair value and other adjustments				(1577)										(1577)
Acquisition and other adjustments of nonredeemable noncontrolling interests												~~175~~209		~~175~~209
Distribution to nonredeemable noncontrolling interests												(~~337~~501)		(~~337~~501)
Balance at June 30, 2025	905	$	9	$	—	$	97,250	$	(1,593)	$	(942)	$	5,745	$	100,469
Balance at September 30, 2025	906	$	9	$	394	$	97,595	$	(1,198)	$	(1,013)	$	5,782	$	101,569
Balance at January 1, 2024	924	$	9	$	—	$	95,774	$	(1,971)	$	(5,056)	$	5,665	$	94,421
Net earnings						28,~~807~~862						~~307~~462		39,~~114~~324
Other comprehensive (loss) income								(325)		3,929				3,604
Other comprehensive income								557		4,017				4,574
Issuances of common stock, and related tax effects	37	—		~~438~~1,280										~~438~~1,280
Share-based compensation				~~562~~770										~~562~~770
Common share repurchases	(68)	—		(~~571~~1,528)		(2,517)								(34,~~088~~045)
Cash dividends paid on common shares ($3.98 per share)						(3,664)								(3,664)
Cash dividends paid on common shares ($6.08 per share)						(5,601)								(5,601)
Redeemable noncontrolling interests fair value and other adjustments				(5661)										(5661)
Acquisition and other adjustments of nonredeemable noncontrolling interests												(~~319~~291)		(~~319~~291)
Distribution to nonredeemable noncontrolling interests												(~~336~~490)		(~~336~~490)
Balance at June 30, 2024	921	$	9	$	373	$	92,400	$	(2,296)	$	(1,127)	$	5,317	$	94,676
Balance at September 30, 2024	923	$	9	$	461	$	96,518	$	(1,414)	$	(1,039)	$	5,346	$	99,881

See Notes to the Condensed Consolidated Financial Statements

Table of Contents

UnitedHealth Group

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Six Months Ended June 30,

Nine Months Ended September 30,

(in millions)

2025

2024

Operating activities

Net earnings

1012,~~046~~589

39,~~200~~458

Noncash items:

Depreciation and amortization

23,~~145~~244

23,~~017~~058

Deferred income taxes

(871,019)

(~~358~~234)

Share-based compensation

~~572~~795

~~594~~831

Loss on sale of subsidiary and subsidiaries held for sale

56139

8,~~311~~331

Other, net

~~127~~64

~~459~~(610)

Net change in other operating items, net of effects from acquisitions and dispositions:

Accounts receivable

~~(1,681)~~65

~~(2,471)~~685

Other assets

(23,~~143~~105)

(42,~~121~~988)

Medical costs payable

46,~~371~~178

~~777~~2,235

Accounts payable and other liabilities

(~~480~~417)

361,250

Unearned revenues

~~(282)~~56

(~~554~~181)

Cash flows from operating activities

1218,~~644~~589

721,~~890~~835

Investing activities

Purchases of investments

(812,~~180~~805)

(1019,~~130~~951)

Sales of investments

57,~~181~~945

515,~~288~~065

Maturities of investments

46,~~326~~517

46,~~621~~738

Cash paid for acquisitions and other transactions, net of cash assumed

(~~734~~4,436)

(311,~~031~~674)

Purchases of property, equipment and capitalized software

(12,~~784~~674)

(12,~~596~~587)

Loans to care providers - cyberattack

—

(8,~~100~~904)

Repayments of care provider loans - cyberattack

1,~~293~~543

~~604~~3,189

Other, net

(12,~~618~~164)

(1,~~413~~284)

Cash flows used for investing activities

(16,~~516~~074)

(1319,~~757~~408)

Financing activities

Common share repurchases

(5,545)

(34,~~072~~028)

Cash dividends paid

(35,~~912~~914)

(35,~~664~~601)

Proceeds from common stock issuances

~~581~~803

~~744~~1,611

Repayments of long-term debt

—(2,000)

(12,~~750~~500)

(Repayments of) proceeds from short-term borrowings, net

(1,403)

8,615

Proceeds from (repayments of) short-term borrowings, net

1,469

(191)

Proceeds from issuance of long-term debt

2,969

517,~~925~~811

Customer funds administered

(251,792)

~~990~~(1,059)

Other, net

(~~513~~603)

(~~753~~1,213)

Cash flows (used for) from financing activities

(710,~~848~~613)

74,~~035~~830

Effect of exchange rate changes on cash and cash equivalents

2925

(4430)

Increase in cash and cash equivalents, including cash within businesses held for sale

31,~~309~~927

17,~~124~~227

Less: net increase in cash within businesses held for sale

(2529)

(~~265~~254)

Net increase in cash and cash equivalents

31,~~284~~898

~~859~~6,973

Cash and cash equivalents, beginning of period

25,312

25,427

Cash and cash equivalents, end of period

2827,~~596~~210

2632,~~286~~400

See Notes to the Condensed Consolidated Financial Statements

Table of Contents

UnitedHealth Group

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation

UnitedHealth Group Incorporated (individually and together with its subsidiaries, “UnitedHealth Group” and the “Company”) is a health care and well-being company with a mission to help people live healthier lives and help make the health system work better for everyone. The Company’s two distinct, yet complementary businesses — Optum and UnitedHealthcare — are working to help build a modern, high-performing health system through improved access, affordability, outcomes and experiences for the individuals and organizations the Company is privileged to serve.

The Company has prepared the Condensed Consolidated Financial Statements according to U.S. Generally Accepted Accounting Principles (GAAP) and has included the accounts of UnitedHealth Group and its subsidiaries. The year-end condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. In accordance with the rules and regulations of the U.S. Securities and Exchange Commission (SEC), the Company has omitted certain footnote disclosures that would substantially duplicate the disclosures contained in its annual audited Consolidated Financial Statements. Therefore, these Condensed Consolidated Financial Statements should be read together with the Consolidated Financial Statements and the Notes included in Part II, Item 8, “Financial Statements and Supplementary Data” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC (2024 10-K). The accompanying Condensed Consolidated Financial Statements include all normal recurring adjustments necessary to present the interim financial statements fairly.

Use of Estimates

These Condensed Consolidated Financial Statements include certain amounts based on the Company’s best estimates and judgments. The Company’s most significant estimates relate to estimates and judgments for medical costs payable and goodwill. Certain of these estimates require the application of complex assumptions and judgments, often because they involve matters that are inherently uncertain and will likely change in subsequent periods. The impact of any change in estimates is included in earnings in the period in which the estimate is adjusted.

Revenues - Products and Services

As of ~~June~~September 30, 2025 and December 31, 2024, accounts receivable related to products and services were $910.81 billion and $9.9 billion, respectively. As of ~~June~~September 30, 2025, 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 $11.96 billion, of which approximately half is expected to be recognized in the next three years.

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2. Investments

A summary of debt securities by major security type is as follows:

(in millions)	AmortizedCost		GrossUnrealizedGains		GrossUnrealizedLosses		FairValue
June 30, 2025
September 30, 2025
Debt securities - available-for-sale:
U.S. government and agency obligations	$	43,~~189~~893	$	32	$	(~~186~~167)	$	43,~~006~~728
State and municipal obligations	76,~~234~~747		720		(~~375~~273)		6,~~866~~494
Corporate obligations	24,~~044~~731		~~106~~156		(~~735~~578)		2324,~~415~~309
U.S. agency mortgage-backed securities	10,~~341~~258		825		(~~783~~651)		9,~~566~~632
Non-U.S. agency mortgage-backed securities	2,~~875~~757		711		(~~127~~109)		2,~~755~~659
Total debt securities - available-for-sale	48,~~683~~386		~~131~~214		(21,~~206~~778)		46,~~608~~822
Debt securities - held-to-maturity:
U.S. government and agency obligations	~~448~~459		1		(1)		~~448~~459
State and municipal obligations	26		—		(32)		2324
Corporate obligations	193		—		—		193
Total debt securities - held-to-maturity	~~493~~488		1		(43)		~~490~~486
Total debt securities	$	4948,~~176~~874	$	~~132~~215	$	(21,~~210~~781)	$	47,~~098~~308
December 31, 2024
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

The Company held $5.46 billion and $4.9 billion of equity securities as of ~~June~~September 30, 2025 and December 31, 2024, respectively. The Company’s investments in equity securities primarily consist of venture investments and employee savings plan related investments. Additionally, the Company’s investments included $3.45 billion and $3.8 billion of equity method investments primarily in operating businesses in the health care sector as of ~~June~~September 30, 2025 and December 31, 2024, respectively. The allowance for credit losses on held-to-maturity securities at ~~June~~September 30, 2025 and December 31, 2024 was not material.

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The amortized cost and fair value of debt securities as of ~~June~~September 30, 2025, by contractual maturity, were as follows:

Available-for-Sale

Held-to-Maturity

(in millions)

AmortizedCost

FairValue

AmortizedCost

FairValue

Due in one year or less

3,~~530~~485

3,~~506~~466

~~319~~264

Due after one year through five years

1413,~~415~~603

1413,~~106~~360

~~152~~202

Due after five years through ten years

11,~~983~~582

11,~~485~~243

Due after ten years

56,~~539~~701

56,~~190~~462

1415

U.S. agency mortgage-backed securities

10,~~341~~258

9,~~566~~632

—

Non-U.S. agency mortgage-backed securities

2,~~875~~757

2,~~755~~659

—

Total debt securities

48,~~683~~386

46,~~608~~822

~~493~~488

~~490~~486

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
June 30, 2025
September 30, 2025
Debt securities - available-for-sale:
U.S. government and agency obligations	$	~~1,377~~525	$	(215)	$	12,~~833~~561	$	(~~165~~162)	$	3,~~210~~086	$	(~~186~~167)
State and municipal obligations	21,~~116~~346		(9347)		43,~~037~~825		(~~282~~226)		65,~~153~~171		(~~375~~273)
Corporate obligations	41,~~988~~610		(8016)		1011,~~214~~293		(~~655~~562)		1512,~~202~~903		(~~735~~578)
U.S. agency mortgage-backed securities	31,~~914~~044		(~~110~~11)		46,~~561~~434		(~~673~~640)		87,~~475~~478		(~~783~~651)
Non-U.S. agency mortgage-backed securities	~~300~~188		~~(2)~~—		1,~~636~~471		(~~125~~109)		1,~~936~~659		(~~127~~109)
Total debt securities - available-for-sale	$	124,~~695~~713	$	(~~306~~79)	$	2225,~~281~~584	$	(1,~~900~~699)	$	3430,~~976~~297	$	(21,~~206~~778)
December 31, 2024
Debt securities - available-for-sale:
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)

The Company’s unrealized losses from debt securities as of ~~June~~September 30, 2025 were generated from approximately 2825,000 positions out of a total of 4341,000 positions. The Company believes that it will timely collect the principal and interest due on its debt securities that have an amortized cost in excess of fair value. The unrealized losses were primarily caused by interest rate increases and not by unfavorable changes in the credit quality associated with these securities which impacted the Company’s assessment on collectability of principal and interest. At each reporting period, the Company evaluates available-for-sale debt securities for any credit-related impairment when the fair value of the investment is less than its amortized cost. The Company evaluated the expected cash flows, the underlying credit quality and credit ratings of the issuers, noting no significant credit deterioration since purchase. As of ~~June~~September 30, 2025, the Company did not have the intent to sell any of the available-for-sale debt securities in an unrealized loss position. Therefore, the Company believes these losses to be temporary. The allowance for credit losses on available-for-sale debt securities at ~~June~~September 30, 2025 and December 31, 2024 was not material.

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3. Fair Value

Certain assets and liabilities are measured at fair value in the Condensed Consolidated Financial Statements or have fair values disclosed in the Notes to the Condensed Consolidated Financial Statements. These assets and liabilities are classified into one of three levels of a hierarchy defined by GAAP.

For a description of the methods and assumptions that are used to estimate the fair value and determine the fair value hierarchy classification of each class of financial instrument, see Note 4 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in the 2024 10-K.

The following table presents a summary of fair value measurements by level and carrying values for items measured at fair value on a recurring basis in the Condensed Consolidated Balance Sheets:

(in millions)	Quoted Pricesin ActiveMarkets(Level 1)			OtherObservableInputs(Level 2)			UnobservableInputs(Level 3)			TotalFair and CarryingValue
June 30, 2025
September 30, 2025
Cash and cash equivalents	$	2321,~~299~~305		$	5,~~297~~905		$	—		$	2827,~~596~~210
Debt securities - available-for-sale:
U.S. government and agency obligations	3,~~876~~561			~~130~~167			—			43,~~006~~728
State and municipal obligations	—			6,~~866~~494			—			6,~~866~~494
Corporate obligations	—			2223,~~942~~842			~~473~~467			2324,~~415~~309
U.S. agency mortgage-backed securities	—			9,~~566~~632			—			9,~~566~~632
Non-U.S. agency mortgage-backed securities	—			2,~~755~~659			—			2,~~755~~659
Total debt securities - available-for-sale	3,~~876~~561			42,~~259~~794			~~473~~467			46,~~608~~822
Equity securities	12,~~879~~023			~~213~~214			207			2,~~299~~444
Total assets at fair value	$	2926,~~054~~889		$	4748,~~769~~913		$	~~680~~674		$	7776,~~503~~476
Percentage of total assets at fair value	3735		%	6264		%	1		%	100		%
December 31, 2024
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		%

There were no transfers in or out of Level 3 financial assets or liabilities during the ~~six~~nine months ended ~~June~~September 30, 2025 or 2024.

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The following table presents a summary of fair value measurements by level and carrying values for certain financial instruments not measured at fair value on a recurring basis in the Condensed Consolidated Balance Sheets:

(in millions)	Quoted Pricesin ActiveMarkets(Level 1)		OtherObservableInputs(Level 2)		UnobservableInputs(Level 3)		TotalFairValue		Total Carrying Value
June 30, 2025
September 30, 2025
Debt securities - held-to-maturity	$	~~466~~461	$	2425	$	—	$	~~490~~486	$	~~493~~488
Long-term debt and other financing obligations	$	—	$	7473,~~304~~627	$	—	$	7473,~~304~~627	$	7977,~~193~~247
December 31, 2024
Debt securities - held-to-maturity	$	482	$	26	$	—	$	508	$	512
Long-term debt and other financing obligations	$	—	$	70,565	$	—	$	70,565	$	75,604

Nonfinancial assets and liabilities or financial assets and liabilities that are measured at fair value on a nonrecurring basis are subject to fair value adjustments only in certain circumstances, such as when the Company records an impairment. The assets and liabilities within our South American operations held for sale as of ~~June~~September 30, 2025 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 and third-party indications. There were no significant fair value adjustments for assets and liabilities recorded during the ~~six~~nine months ended ~~June~~September 30, 2025 or 2024.

4. Medical Costs Payable

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

(in millions)

2025

2024

Medical costs payable, beginning of period

34,224

32,395

Acquisitions (dispositions), net

—20

(~~687~~755)

Reported medical costs:

Current year

~~152~~231,~~316~~984

~~131~~197,~~583~~750

Prior years

(~~320~~30)

(~~390~~600)

Total reported medical costs

~~151~~231,~~996~~954

~~131~~197,~~193~~150

Medical payments:

Payments for current year

(~~118~~195,~~793~~548)

(~~102~~165,~~288~~544)

Payments for prior years

(2830,~~998~~453)

(2729,~~887~~095)

Total medical payments

(~~147~~226,~~791~~001)

(~~130~~194,~~175~~639)

Less: increase in medical costs payable included within businesses held for sale

(216)

(~~179~~200)

Medical costs payable, end of period

3840,~~427~~181

3233,~~547~~951

For the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, prior years’ medical cost reserve development included no individual factors that were significant. Medical costs payable included reserves for claims incurred by consumers but not yet reported to the Company of $2627.8 billion and $23.7 billion at ~~June~~September 30, 2025 and December 31, 2024, respectively.

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5. Short-Term Borrowings and Long-Term Debt

In June 2025, the Company issued $3.0 billion of senior unsecured notes consisting of the following:


(in millions, except percentages)	Par Value
4.4%, June 2028	$	500
4.65%, January 2031	750
5.3%, June 2035	1,000
5.95%, June 2055	750

As of September 30, 2025, the Company had $2.9 billion of commercial paper outstanding, with a weighted-average annual interest rate of 4.2%.

For more information on the Company’s short-term borrowings, debt covenants and long-term debt, see Note 8 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in the 2024 10-K.

6. Dividends

In June 2025, the Company’s Board of Directors increased the Company’s quarterly cash dividend to shareholders to an annual rate of $8.84 compared to $8.40 per share, which the Company had paid since June 2024. Declaration and payment of future quarterly dividends is at the discretion of the Board of Directors and may be adjusted as business needs or market conditions change.

The following table provides details of the Company’s dividend payments during the ~~six~~nine months ended ~~June~~September 30, 2025:

Payment Date	Amount per Share		Total Amount Paid
			(in millions)
March 18	$	2.10	$	1,912
June 24	2.21		2,000
September 23	2.21		2,002

7. Commitments and Contingencies

Pending Acquisitions

As of June 30, 2025, the Company had 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, was 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, shareholders, 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.

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Government Investigations, Audits and Reviews

The Company has been involved or is currently involved in various governmental investigations, audits and reviews. These include routine, regular and special investigations, audits and reviews by the Centers for Medicare and Medicaid Services (CMS), state insurance and health and welfare departments, state attorneys general, the Office of the Inspector General (OIG), the Office of Personnel Management, the Office for Civil Rights, the Government Accountability Office, the Federal Trade Commission, U.S. Congressional committees, the U.S. Department of Justice (DOJ), the SEC, the Internal Revenue Service, the U.S. Drug Enforcement Administration, the U.S. Department of Labor, the Federal Deposit Insurance Corporation, the Consumer Financial Protection Bureau, the Defense Contract Audit Agency, the Food and Drug Administration and other governmental authorities. Similarly, the Company’s international businesses are also subject to investigations, audits and reviews by applicable foreign governments. The Company has also been responding to subpoenas, information requests and investigations from governmental entities. The Company can provide no assurance as to the scope and outcome of these matters and no assurance as to whether its business, financial condition or results of operations will be materially adversely affected. Certain of the Company’s businesses have been reviewed or are currently under review, including for, among other matters, compliance with coding and other requirements under the Medicare risk-adjustment model. CMS and OIG have 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. In March 2025, a Special Master appointed by the court issued a report recommending that the court enter summary judgment in the Company’s favor on all remaining claims. In April 2025, the DOJ filed a motion asking the court to reject the Special Master’s report. The Company cannot reasonably estimate the outcome which may result from this matter given its procedural status.

8. Held for Sale

The Company’s planned ~~sales~~sale of its remaining South American operations ~~are~~continues to progress and is now expected to close ~~within~~in the ~~year~~second half of 2026, subject to regulatory and other customary closing conditions. Assets and liabilities held for sale have been included within prepaid expenses and other current assets and other current liabilities on the Condensed Consolidated Balance Sheet, respectively.

The assets and liabilities of the held for sale disposal group as of September 30, 2025, were as follows:

(in millions)	Businesses Held for Sale
Assets
Cash and cash equivalents	$	~~244~~248
Accounts receivable and other current assets	~~674~~682
Property, equipment and capitalized software	~~719~~743
Goodwill and other intangible assets	~~442~~460
Other long-term assets	~~292~~294
Remeasurement of assets of businesses held for sale to fair value less cost to sell(1)	(1,~~314~~397)
Total assets	$	1,~~057~~030
Liabilities
Medical costs payable	$	~~181~~195
Accounts payable and other current liabilities	~~368~~377
Other long-term liabilities	~~436~~407
Total liabilities	$	~~985~~979

(1) Includes the effect of $~~847~~985 million of cumulative foreign currency translation losses and $50269 million of noncontrolling interests.

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9. ~~Segment~~Business ~~Financial Information~~Combinations

During the nine months ended September 30, 2025, the Company completed several business combinations for total consideration of $4.7 billion.

Acquired assets (liabilities) at acquisition date were:


(in millions)
Cash and cash equivalents	$	305
Accounts receivable and other current assets	554
Property, equipment and other long-term assets	454
Other intangible assets	864
Total identifiable assets acquired	2,177
Medical costs payable	(20)
Accounts payable and other current liabilities	(496)
Other long-term liabilities	(364)
Total identifiable liabilities acquired	(880)
Total net identifiable assets	1,297
Goodwill	3,705
Nonredeemable noncontrolling interests	(244)
Net assets acquired	$	4,758

The majority of goodwill is not deductible for income tax purposes. Goodwill attributable to Optum Health from the business combinations completed was $3.4 billion. The preliminary purchase price allocations for the various business combinations are subject to adjustment as valuation analyses, primarily related to intangible assets and contingent liabilities, are finalized.

The acquisition date fair values and weighted-average useful lives assigned to intangible assets were:

(in millions, except years)

Fair Value

Weighted-Average Useful Life

Acquired finite-lived intangible assets:

Customer-related

9 years

Trademarks and technology

2 years

Other

9 years

Total acquired finite-lived intangible assets

115

8 years

Total acquired indefinite-lived intangible assets - operating licenses and certificates

749

Total acquired intangible assets

864

The results of operations and financial condition of acquired entities have been included in the Company’s consolidated results and the results of the corresponding operating segment as of the date of acquisition. Through September 30, 2025, acquired entities’ impact on revenues and net earnings was not material.

Unaudited pro forma revenues and net earnings for the nine months ended September 30, 2025 and 2024, as if the business combinations had occurred on January 1, 2024, were immaterial for both periods.

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10. Segment Financial Information

The Company’s four reportable segments are UnitedHealthcare, Optum Health, Optum Insight and Optum Rx. For more information on the Company’s segments, see Part I, Item I, “Business” and Note 14 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in the 2024 10-K.

The following tables present reportable segment financial information:

			Optum
(in millions)	UnitedHealthcare		Optum Health		Optum Insight		Optum Rx		Optum Eliminations		Optum		Corporate andEliminations		Consolidated
Three Months Ended June 30, 2025
Three Months Ended September 30, 2025
Revenues - unaffiliated customers:
Premiums	$	83,~~019~~924	$	45,~~886~~055	$	—	$	—	$	—	$	45,~~886~~055	$	—	$	8788,~~905~~979
Products	—		6561		4445		13,~~455~~190		—		13,~~564~~296		—		13,~~564~~296
Services	2,~~511~~578		34,~~846~~394		1,~~516~~539		1,~~166~~243		—		67,~~528~~176		—		9,~~039~~754
Total revenues - unaffiliated customers	8586,~~530~~502		89,~~797~~510		1,~~560~~584		14,~~621~~433		—		2425,~~978~~527		—		~~110~~112,~~508~~029
Total revenues - affiliated customers	—		15,~~953~~918		3,~~236~~290		2325,~~790~~195		(1,~~267~~317)		4143,~~712~~086		(4143,~~712~~086)		—
Investment and other income	~~573~~568		~~455~~472		3241		4851		—		~~535~~564		—		1,~~108~~132
Total revenues	$	8687,~~103~~070	$	25,~~205~~900	$	4,~~828~~915	$	3839,~~459~~679	$	(1,~~267~~317)	$	6769,~~225~~177	$	(4143,~~712~~086)	$	~~111~~113,~~616~~161
Total operating costs (a)	$	8485,~~028~~265	$	2425,~~569~~645	$	34,~~830~~209	$	3738,~~018~~130	$	(1,~~267~~317)	$	6466,~~150~~667	$	(4143,~~712~~086)	$	~~106~~108,~~466~~846
Earnings from operations	$	21,~~075~~805	$	~~636~~255	$	~~998~~706	$	1,~~441~~549	$	—	$	32,~~075~~510	$	—	$	54,~~150~~315
Interest expense	—		—		—		—		—		—		(1,~~027~~003)		(1,~~027~~003)
Loss on sale of subsidiary and subsidiaries held for sale	(4183)		—		—		—		—		—		—		(4183)
Earnings before income taxes	$	21,~~034~~722	$	~~636~~255	$	~~998~~706	$	1,~~441~~549	$	—	$	32,~~075~~510	$	(1,~~027~~003)	$	43,~~082~~229
Total assets	$	~~129~~130,~~587~~492	$	96100,~~452~~895	$	33,~~716~~846	$	6162,~~674~~528	$	—	$	~~191~~197,~~842~~269	$	(12,~~856~~492)	$	~~308~~315,~~573~~269
Purchases of property, equipment and capitalized software	~~193~~238		~~306~~282		~~289~~267		98103		—		~~693~~652		—		~~886~~890
Depreciation and Amortization	221		~~296~~309		~~351~~359		~~216~~210		—		~~863~~878		—		1,~~084~~099
Three Months Ended June 30, 2024
Three Months Ended September 30, 2024
Revenues - unaffiliated customers:
Premiums	$	7071,~~950~~624	$	5,~~947~~818	$	—	$	—	$	—	$	5,~~947~~818	$	—	$	7677,~~897~~442
Products	—		6284		41		12,~~108~~506		—		12,~~211~~631		—		12,~~211~~631
Services	2,~~388~~422		43,~~083~~953		1,~~405~~700		~~874~~1,029		—		6,~~362~~682		—		89,~~750~~104
Total revenues - unaffiliated customers	7374,~~338~~046		109,~~092~~855		1,~~446~~741		1213,~~982~~535		—		2425,~~520~~131		—		9799,~~858~~177
Total revenues - affiliated customers	—		1615,~~576~~448		3,~~070~~086		1920,~~373~~554		(1,~~129~~130)		37,~~890~~958		(37,~~890~~958)		—
Investment and other income	~~528~~807		~~382~~614		27104		60118		—		~~469~~836		—		~~997~~1,643
Total revenues	$	7374,~~866~~853	$	2725,~~050~~917	$	4,~~543~~931	$	3234,~~415~~207	$	(1,~~129~~130)	$	6263,~~879~~925	$	(37,~~890~~958)	$	98100,~~855~~820
Total operating costs (a)	$	6970,~~862~~641	$	2523,~~131~~756	$	34,~~997~~140	$	3132,~~009~~663	$	(1,~~129~~130)	$	59,~~008~~429	$	(37,~~890~~958)	$	9092,~~980~~112
Earnings from operations	$	4,~~004~~212	$	12,~~919~~161	$	~~546~~791	$	1,~~406~~544	$	—	$	34,~~871~~496	$	—	$	78,~~875~~708
Interest expense	—		—		—		—		—		—		(~~985~~1,074)		(~~985~~1,074)
Loss on sale of subsidiary and subsidiaries held for sale	(~~1,225~~20)		—		—		—		—		—		—		(~~1,225~~20)
Earnings before income taxes	$	24,~~779~~192	$	12,~~919~~161	$	~~546~~791	$	1,~~406~~544	$	—	$	34,~~871~~496	$	(~~985~~1,074)	$	57,~~665~~614
Total assets	$	~~109~~120,~~441~~760	$	9395,~~858~~482	$	34,~~244~~666	$	5657,~~058~~031	$	—	$	~~184~~187,~~160~~179	$	(78,~~545~~630)	$	~~286~~299,~~056~~309
Purchases of property, equipment and capitalized software	~~187~~211		~~230~~256		~~344~~398		92126		—		~~666~~780		—		~~853~~991
Depreciation and Amortization	~~221~~217		~~277~~283		~~316~~332		~~206~~209		—		~~799~~824		—		1,~~020~~041

(a) Total operating costs include medical costs, operating costs, cost of products sold and depreciation and amortization, as applicable for each reportable segment.

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			Optum
(in millions)	UnitedHealthcare		Optum Health		Optum Insight		Optum Rx		Optum Eliminations		Optum		Corporate andEliminations		Consolidated
Six Months Ended June 30, 2025
Nine Months Ended September 30, 2025
Revenues - unaffiliated customers:
Premiums	$	~~164~~248,~~532~~456	$	914,~~907~~962	$	—	$	—	$	—	$	914,~~907~~962	$	—	$	~~174~~263,~~439~~418
Products	—		~~130~~191		88133		2639,~~382~~572		—		2639,~~600~~896		—		2639,~~600~~896
Services	57,~~087~~665		712,~~720~~114		34,~~017~~556		23,~~187~~430		—		1220,~~924~~100		—		1827,~~011~~765
Total revenues - unaffiliated customers	~~169~~256,~~619~~121		1727,~~757~~267		34,~~105~~689		2843,~~569~~002		—		4974,~~431~~958		—		~~219~~331,~~050~~079
Total revenues - affiliated customers	—		3147,~~867~~785		69,~~298~~588		4470,~~927~~122		(23,~~453~~770)		80123,~~639~~725		(80123,~~639~~725)		—
Investment and other income	1,~~101~~669		~~890~~1,362		5596		95146		—		1,~~040~~604		—		23,~~141~~273
Total revenues	$	~~170~~257,~~720~~790	$	5076,~~514~~414	$	914,~~458~~373	$	73113,~~591~~270	$	(23,~~453~~770)	$	~~131~~200,~~110~~287	$	(80123,~~639~~725)	$	~~221~~334,~~191~~352
Total operating costs (a)	$	~~163~~248,~~419~~684	$	4873,~~264~~909	$	711,~~499~~708	$	70108,~~832~~962	$	(23,~~453~~770)	$	~~124~~190,~~142~~809	$	(80123,~~639~~725)	$	~~206~~315,~~922~~768
Earnings from operations	$	79,~~301~~106	$	2,~~250~~505	$	12,~~959~~665	$	24,~~759~~308	$	—	$	69,~~968~~478	$	—	$	1418,~~269~~584
Interest expense	—		—		—		—		—		—		(23,~~025~~028)		(23,~~025~~028)
Loss on sale of subsidiary and subsidiaries held for sale	(56139)		—		—		—		—		—		—		(56139)
Earnings before income taxes	$	78,~~245~~967	$	2,~~250~~505	$	12,~~959~~665	$	24,~~759~~308	$	—	$	69,~~968~~478	$	(23,~~025~~028)	$	1215,~~188~~417
Total assets	$	~~129~~130,~~587~~492	$	96100,~~452~~895	$	33,~~716~~846	$	6162,~~674~~528	$	—	$	~~191~~197,~~842~~269	$	(12,~~856~~492)	$	~~308~~315,~~573~~269
Purchases of property, equipment and capitalized software	~~389~~626		~~585~~867		~~627~~895		~~183~~286		—		12,~~395~~048		—		12,~~784~~674
Depreciation and Amortization	~~440~~661		~~583~~892		~~695~~1,054		~~427~~637		—		12,~~705~~583		—		23,~~145~~244
Six Months Ended June 30, 2024
Nine Months Ended September 30, 2024
Revenues - unaffiliated customers:
Premiums	$	~~143~~214,~~243~~867	$	1117,~~642~~460	$	—	$	—	$	—	$	1117,~~642~~460	$	—	$	~~154~~232,~~885~~327
Products	—		~~121~~205		82123		2336,~~917~~423		—		2436,~~120~~751		—		2436,~~120~~751
Services	47,~~917~~339		812,~~053~~006		34,~~107~~807		12,~~561~~590		—		1219,~~721~~403		—		1726,~~638~~742
Total revenues - unaffiliated customers	~~148~~222,~~160~~206		1929,~~816~~671		34,~~189~~930		2539,~~478~~013		—		4873,~~483~~614		—		~~196~~295,~~643~~820
Total revenues - affiliated customers	—		3348,~~193~~641		58,~~801~~887		3758,~~654~~208		(23,~~145~~275)		74112,~~503~~461		(74112,~~503~~461)		—
Investment and other income	1,~~063~~870		~~772~~1,386		55159		~~118~~236		—		~~945~~1,781		—		23,~~008~~651
Total revenues	$	~~149~~224,~~223~~076	$	5379,~~781~~698	$	913,~~045~~976	$	6397,~~250~~457	$	(23,~~145~~275)	$	~~123~~187,~~931~~856	$	(74112,~~503~~461)	$	~~198~~299,~~651~~471
Total operating costs (a)	$	~~140~~211,~~824~~465	$	4973,~~963~~719	$	812,~~009~~149	$	6093,~~697~~360	$	(23,~~145~~275)	$	~~116~~175,~~524~~953	$	(74112,~~503~~461)	$	~~182~~274,~~845~~957
Earnings from operations	$	812,~~399~~611	$	35,~~818~~979	$	1,~~036~~827	$	24,~~553~~097	$	—	$	711,~~407~~903	$	—	$	1524,~~806~~514
Interest expense	—		—		—		—		—		—		(12,~~829~~903)		(12,~~829~~903)
Loss on sale of subsidiary and subsidiaries held for sale	(8,~~311~~331)		—		—		—		—		—		—		(8,~~311~~331)
Earnings before income taxes	$	884,280	$	35,~~818~~979	$	1,~~036~~827	$	24,~~553~~097	$	—	$	711,~~407~~903	$	(12,~~829~~903)	$	513,~~666~~280
Total assets	$	~~109~~120,~~441~~760	$	9395,~~858~~482	$	34,~~244~~666	$	5657,~~058~~031	$	—	$	~~184~~187,~~160~~179	$	(78,~~545~~630)	$	~~286~~299,~~056~~309
Purchases of property, equipment and capitalized software	~~370~~581		~~468~~724		~~589~~987		~~169~~295		—		12,~~226~~006		—		12,~~596~~587
Depreciation and Amortization	~~456~~673		~~549~~832		~~626~~958		~~386~~595		—		12,~~561~~385		—		23,~~017~~058

(a) Total operating costs include medical costs, operating costs, cost of products sold and depreciation and amortization, as applicable for each reportable segment.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read together with the accompanying Condensed Consolidated Financial Statements and Notes and with our 2024 10-K, including the Consolidated Financial Statements and 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 Management’s Discussion and Analysis of Financial Condition and Results of Operations refer to UnitedHealth Group Incorporated and its consolidated subsidiaries.

Readers are cautioned that the statements, estimates, projections or outlook contained in this Management's Discussion and Analysis of Financial Condition and Results of Operations, including discussions regarding financial prospects, economic conditions, trends and uncertainties contained in this Item 2, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA). These forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the results discussed or implied in the forward-looking statements. A description of some of the risks and uncertainties is set forth in Part I, Item 1A, “Risk Factors” in our 2024 10-K and in the discussion below.

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:

•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 is presented in Part I, Item 1, “Business” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 10-K and additional information on our segments can be found in this Item 2 and in Note 910 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.

Business Trends

Our businesses participate primarily in the United States health markets. 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 and regulatory changes, 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, the mix and health status of people served, inflation and labor market dynamics. For 2025, our pricing trends and patient and member health status assumptions were well-short of the medical cost trends incurred, significantly impacting our earnings. We continually 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 thresholds and similar revenue adjustments. We seek 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. Continued increased medical costs may impact both future pricing and benefit design, including for our individual exchange products in markets where we choose to remain, and result in shifts between product categories for our employer benefits. These potential changes, along with certain regulatory impacts, may result in decreased membership in future periods.

Medicare Advantage funding continues to be pressured, as discussed below in “Regulatory Trends and Uncertainties,” and we have observed increased care patterns as discussed below in “Medical Cost Trends,” which may impact pricing and benefit design in future periods.

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Optum Health’s fully accountable value-based care businesses have been impacted by Medicare funding reductions and have also seen continued medical cost trend pressures, which may impact future pricing in the markets we continue to participate.

The Medicaid redetermination process has caused a timing mismatch between the health status of people served through Medicaid and state rate updates. Due to elevated care activity, specifically related to behavioral, pharmacy and home health, there continues to be a mismatch between the updated rates in 2025 and underlying member acuity. The funding and payment rate environment remains insufficient to meet the health needs of patients and 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. Additionally, we expect some Medicaid membership losses in 2026 as a result of early adoption of recent legislation.

Medical Cost Trends. Our medical cost trends primarily relate to changes in unit costs, care activity and prescription drug costs. We have observed increased care patterns, more notably related to physician and outpatient care, and to a lesser extent inpatient and emergency room utilization, that are above what we expected and contemplated in our pricing and benefits design. We have also observed an increase in health care unit costs and in the intensity of services delivered, driven by increases in provider pricing and additional services bundled per visit. Additionally, the member profile of newly added patients under value-based care arrangements, people served in Medicare Advantage in markets where other have plans exited, and ~~peopled~~people served within our individual exchange business ~~has~~have contributed to increased medical costs. These trends may continue in future periods.

The Inflation Reduction Act (IRA) altered the Medicare Part D model and benefits, shifting more risk to plans, which results in both increased premiums and medical costs. The IRA also changed the quarterly relationship of medical costs to premiums, altering the seasonal progression and creating a more consistent relationship between medical costs and premiums throughout the year.

We endeavor to mitigate medical cost 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. Additionally, we have elevated our audit, clinical policy and payment integrity tools to protect customers and patients from unnecessary costs.

Regulatory Trends and Uncertainties

Medicare Advantage Rates. Medicare Advantage rate notices for numerous years have resulted in industry base rates well below the industry forward medical cost trend, with the Final Notice for 2026 beginning to approach the industry forward medical cost trend. Additionally, increased medical costs in 2025, which are significantly above initial cost trend estimates, adds to the compounding impact of the previous multi-year rate shortfalls creating sustained pressure on 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, have resulted and will continue to 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 AND OTHER SIGNIFICANT ITEMS

The following summarizes select ~~second~~third quarter 2025 year-over-year operating comparisons to ~~second~~third quarter 2024 and other financial results.

•Consolidated revenues grew 1312%, UnitedHealthcare revenues grew 1716% and Optum revenues grew 78%.

•UnitedHealthcare served ~~1.0~~795,000 ~~million~~ more people, primarily driven by growth in Medicare Advantage ~~and commercial offerings~~.

•Consolidated earnings from operations of $54.23 billion compared to $78.97 billion last year, with 2025 impacted by elevated medical cost trend and 2024 impacted by the Change Healthcare cyberattack.

•Diluted earnings per common share ~~was~~were $32.7459.

•Cash flows from operations for the ~~six~~nine months ended ~~June~~September 30, 2025 were $1218.6 billion.

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RESULTS SUMMARY

The following table summarizes our consolidated results of operations and other financial information:

(in millions, except percentages and per share data)	Three Months Ended ~~June~~September 30,						Increase/(Decrease)					~~Six~~Nine Months Ended ~~June~~September 30,						Increase/(Decrease)
	2025			2024			2025 vs. 2024					2025			2024			2025 vs. 2024
Revenues:
Premiums	$	8788,~~905~~979		$	7677,~~897~~442		$	11,~~008~~537		1415	%	$	~~174~~263,~~439~~418		$	~~154~~232,~~885~~327		$	1931,~~554~~091		13	%
Products	13,~~564~~296			12,~~211~~631			~~1,353~~665			115		2639,~~600~~896			2436,~~120~~751			23,~~480~~145			109
Services	9,~~039~~754			89,~~750~~104			~~289~~650			37		1827,~~011~~765			1726,~~638~~742			~~373~~1,023			24
Investment and other income	1,~~108~~132			~~997~~1,643			~~111~~(511)			11(31)		23,~~141~~273			23,~~008~~651			~~133~~(378)			7(10)
Total revenues	~~111~~113,~~616~~161			98100,~~855~~820			12,~~761~~341			1312		~~221~~334,~~191~~352			~~198~~299,~~651~~471			2234,~~540~~881			1112
Operating costs:
Medical costs	7879,~~585~~958			65,~~458~~957			1314,~~127~~001			2021		~~151~~231,~~996~~954			~~131~~197,~~193~~150			2034,~~803~~804			1618
Operating costs	1315,~~778~~223			13,~~162~~280			~~616~~1,943			515		2742,~~372~~595			2740,~~239~~519			~~133~~2,076			—5
Cost of products sold	1312,~~019~~566			11,~~340~~834			~~1,679~~732			156		2537,~~409~~975			2234,~~396~~230			3,~~013~~745			1311
Depreciation and amortization	1,~~084~~099			1,~~020~~041			6458			6		23,~~145~~244			23,~~017~~058			~~128~~186			6
Total operating costs	~~106~~108,~~466~~846			9092,~~980~~112			1516,~~486~~734			1718		~~206~~315,~~922~~768			~~182~~274,~~845~~957			2440,~~077~~811			1315
Earnings from operations	54,~~150~~315			78,~~875~~708			(24,~~725~~393)			(3550)		1418,~~269~~584			1524,~~806~~514			(15,~~537~~930)			(1024)
Interest expense	(1,~~027~~003)			(~~985~~1,074)			~~(42)~~71			4(7)		(23,~~025~~028)			(12,~~829~~903)			(~~196~~125)			114
Loss on sale of subsidiary and subsidiaries held for sale	(4183)			(~~1,225~~20)			~~1,184~~(63)			~~(97)~~315		(56139)			(8,~~311~~331)			8,~~255~~192			(9998)
Earnings before income taxes	43,~~082~~229			57,~~665~~614			(14,~~583~~385)			(2858)		1215,~~188~~417			513,~~666~~280			62,~~522~~137			~~115~~16
Provision for income taxes	(~~510~~686)			(1,~~244~~356)			~~734~~670			(5949)		(2,~~142~~828)			(23,~~466~~822)			~~324~~994			(1326)
Net earnings	32,~~572~~543			46,~~421~~258			(~~849~~3,715)			(1959)		1012,~~046~~589			39,~~200~~458			63,~~846~~131			~~214~~33
Earnings attributable to noncontrolling interests	(~~166~~195)			(~~205~~203)			398			(194)		(~~348~~543)			(~~393~~596)			4553			(119)
Net earnings attributable to UnitedHealth Group common shareholders	$	32,~~406~~348		$	46,~~216~~055		$	(~~810~~3,707)		(1961)	%	$	912,~~698~~046		$	28,~~807~~862		$	63,~~891~~184		~~245~~36	%
Diluted earnings per share attributable to UnitedHealth Group common shareholders	$	32.7459		$	46.5451		$	(03.8092)				$	1013.6121		$	39.0253		$	73.5968
Medical care ratio (a)	89.49		%	85.12		%	4.37		%			8788.1		%	84.79		%	23.42		%
Operating cost ratio	1213.35			13.32			~~(1.~~0).3					12.47			13.75			(10.38)
Operating margin	43.68			8.06			(3.4.8)					6.5.6			8.02			(12.56)
Tax rate	1221.52			2217.08			(93.5)4					1718.63			4328.58			(2510.95)
Net earnings margin (b)	32.1			46.30			(13.29)					43.46			13.40			3.0.6
Return on equity (c)	149.49		%	1926.23		%	(416.84)					2017.60		%	613.42		%	143.28

(a)Medical care ratio (MCR) is calculated as medical 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 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 quarters in the year presented.

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2025 RESULTS OF OPERATIONS COMPARED TO 2024 RESULTS OF OPERATIONS

Consolidated Financial Results

Revenues

The increases in revenues were primarily driven by growth in people served through Medicare Advantage and those with higher acuity needs within Medicaid, growth at Optum Rx and pricing trends.

Medical Costs and MCR

Medical costs increased primarily due to the IRA-driven impacts on Medicare Part D plans, elevated medical cost trend and growth in people served through Medicare Advantage and those with higher acuity needs. The MCR increased as a result of the revenue effects of the Medicare funding reductions;, elevated medical cost trend;, the member profile of newly added patients under value-based care arrangements;, the seasonal impacts of the IRA on Medicare Part D and the impacts of market morbidity changes on our individual exchange offerings,. ~~including~~For the ~~acceleration~~nine ofmonths ~~anticipated~~ended ~~future~~September ~~losses~~30, ~~related~~2025, to the ~~second~~MCR ~~half~~also ofincreased ~~2025;~~due to decreased favorable reserve development, partially offset by the incremental medical costs for accommodations made to care providers in 2024 as a ~~results~~result of the Change Healthcare cyberattack. ~~incurred~~The acceleration of anticipated future losses related to our individual exchange offerings recorded in ~~2024.~~the ~~For~~second quarter of 2025 decreased the MCR for the three months ended ~~June~~September 30, 2025, ~~the~~and ~~MCR also~~ increased ~~due to~~ the ~~seasonal~~MCR ~~impacts~~for of the ~~IRA~~nine onmonths ~~Medicare~~ended ~~Part~~September D30, 2025.

Operating Cost Ratio

The operating cost ratio ~~decreased~~for the three months ended September 30, 2025, increased primarily due to decreased gains related to business portfolio refinement, business mix and investments to support future growth; partially offset by the revenue impacts of government programs, including the IRA-driven impacts on Medicare Part D plans and operating cost management. For the nine months ended September 30, 2025 the operating cost ratio decreased due to the revenue impacts of government programs, including the IRA-driven impacts on Medicare Part D plans; operating cost management and our direct response efforts to the Change Healthcare cyberattack ~~incurred~~ in 2024,; partially offset by business mix, investments to support future growth and decreased gains related to business portfolio refinement.

Tax Rate

The effective income tax rate decreased ~~due~~for ~~to tax benefits having significantly more impact due to lower pre-tax income in 2025, taxable earnings mix and~~ the ~~impact~~nine ~~of the updated full year effective tax rate expectation. For the six~~ months ended ~~June~~September 30, 2025, ~~the tax rate was also lower~~ due to non-deductible losses on the sale of subsidiary and subsidiaries held for sale in 2024.

Reportable Segments

See Note 910 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report for more information on our segments. We utilize various metrics to evaluate and manage our reportable segments, including people 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.

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The following table presents a summary of the reportable segment financial information:

	Three Months EndedJune 30,						Increase/(Decrease)					Six Months Ended June 30,						Increase/(Decrease)
	Three Months EndedSeptember 30,						Increase/(Decrease)					Nine Months Ended September 30,						Increase/(Decrease)
(in millions, except percentages)	2025			2024			2025 vs. 2024					2025			2024			2025 vs. 2024
Revenues
UnitedHealthcare	$	8687,~~103~~070		$	7374,~~866~~853		$	12,~~237~~217		1716	%	$	~~170~~257,~~720~~790		$	~~149~~224,~~223~~076		$	2133,~~497~~714		1415	%
Optum Health	25,~~205~~900			2725,~~050~~917			(~~1,845~~17)			~~(7)~~—		5076,~~514~~414			5379,~~781~~698			(3,~~267~~284)			(64)
Optum Insight	4,~~828~~915			4,~~543~~931			~~285~~(16)			6—		914,~~458~~373			913,~~045~~976			~~413~~397			53
Optum Rx	3839,~~459~~679			3234,~~415~~207			65,~~044~~472			1916		73113,~~591~~270			6397,~~250~~457			1015,~~341~~813			16
Optum eliminations	(1,~~267~~317)			(1,~~129~~130)			(~~138~~187)			1217		(23,~~453~~770)			(23,~~145~~275)			(~~308~~495)			1415
Optum	6769,~~225~~177			6263,~~879~~925			45,~~346~~252			78		~~131~~200,~~110~~287			~~123~~187,~~931~~856			712,~~179~~431			67
Eliminations	(4143,~~712~~086)			(37,~~890~~958)			(35,~~822~~128)			1014		(80123,~~639~~725)			(74112,~~503~~461)			(611,~~136~~264)			810
Consolidated revenues	$	~~111~~113,~~616~~161		$	98100,~~855~~820		$	12,~~761~~341		1312	%	$	~~221~~334,~~191~~352		$	~~198~~299,~~651~~471		$	2234,~~540~~881		1112	%
Earnings from operations
UnitedHealthcare	$	21,~~075~~805		$	4,~~004~~212		$	(12,~~929~~407)		(4857)	%	$	79,~~301~~106		$	812,~~399~~611		$	(13,~~098~~505)		(1328)	%
Optum Health	~~636~~255			12,~~919~~161			(1,~~283~~906)			(6788)		2,~~250~~505			35,~~818~~979			(13,~~568~~474)			(4158)
Optum Insight	~~998~~706			~~546~~791			~~452~~(85)			83(11)		12,~~959~~665			1,~~036~~827			~~923~~838			8946
Optum Rx	1,~~441~~549			1,~~406~~544			355			2—		24,~~759~~308			24,~~553~~097			~~206~~211			85
Optum	32,~~075~~510			34,~~871~~496			(~~796~~1,986)			(2144)		69,~~968~~478			711,~~407~~903			(~~439~~2,425)			(620)
Consolidated earnings from operations	$	54,~~150~~315		$	78,~~875~~708		$	(24,~~725~~393)		(3550)	%	$	1418,~~269~~584		$	1524,~~806~~514		$	(15,~~537~~930)		(1024)	%
Operating margin
UnitedHealthcare	2.41		%	5.46		%	(3.05)		%			4.3.5		%	5.6		%	(12.31)		%
Optum Health	21.50			78.13			(47.63)					43.53			7.15			(24.62)
Optum Insight	2014.74			1216.0			8(1.76)					2018.75			1113.51			95.24
Optum Rx	3.79			4.35			(0.6)					3.78			4.02			(0.34)
Optum	43.6			67.20			(13.64)					54.37			6.03			(01.76)
Consolidated operating margin	43.68		%	8.06		%	(3.4.8)		%			6.5.6		%	8.02		%	(12.56)		%

UnitedHealthcare

The following table summarizes UnitedHealthcare revenues by business:

Three Months Ended June 30,

Increase/(Decrease)

Six Months Ended June 30,

Increase/(Decrease)

Three Months Ended September 30,

Increase/(Decrease)

Nine Months Ended September 30,

Increase/(Decrease)

(in millions, except percentages)

2025

2024

2025 vs. 2024

2025

2024

2025 vs. 2024

UnitedHealthcare Employer & Individual - Domestic

1819,~~950~~049

18,~~646~~985

~~304~~64

2—

3857,~~016~~065

3655,~~485~~470

1,~~531~~595

UnitedHealthcare Employer & Individual - Global

~~819~~826

~~591~~769

~~228~~57

397

12,~~601~~427

2,~~123~~892

(~~522~~465)

(2516)

UnitedHealthcare Employer & Individual - Total

19,~~769~~875

19,~~237~~754

~~532~~121

3959,~~617~~492

3858,~~608~~362

1,~~009~~130

UnitedHealthcare Medicare & Retirement

4243,~~623~~356

34,904

78,~~719~~452

2224

84127,~~328~~684

70105,~~390~~294

1322,~~938~~390

2021

UnitedHealthcare Community & State

23,~~711~~839

1920,~~725~~195

3,~~986~~644

2018

4670,~~775~~614

4060,~~225~~420

610,~~550~~194

1617

Total UnitedHealthcare revenues

8687,~~103~~070

7374,~~866~~853

12,~~237~~217

1716

~~170~~257,~~720~~790

~~149~~224,~~223~~076

2133,~~497~~714

1415

2021

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The following table summarizes the number of people served by our UnitedHealthcare businesses, by major market segment and funding arrangement:

June 30,

Increase/(Decrease)

September 30,

Increase/(Decrease)

(in thousands, except percentages)

2025

2024

2025 vs. 2024

Commercial:

Risk-based

8,440

8,~~735~~900

(~~295~~460)

(35)

Fee-based

21,~~530~~490

20,~~835~~830

~~695~~660

Total Commercial

29,~~970~~930

29,~~570~~730

~~400~~200

Medicare Advantage

8,~~350~~435

7,~~770~~810

~~580~~625

Medicaid

7,~~490~~460

7,~~410~~450

8010

1—

Medicare Supplement (Standardized)

4,~~305~~300

4,~~335~~340

(3040)

(1)

Total Community and Senior

20,~~145~~195

19,~~515~~600

~~630~~595

Total UnitedHealthcare - Medical

50,~~115~~125

49,~~085~~330

~~1,030~~795

Supplemental Data:

Medicare Part D stand-alone

2,~~800~~795

3,~~065~~055

(~~265~~260)

(9)

South American businesses held for sale

1,~~165~~160

1,~~330~~335

(~~165~~175)

(1213)

UnitedHealthcare’s revenues increased due to the IRA-driven impacts on Medicare Part D plans and growth in the number of people served through Medicare Advantage, fee-based commercial offerings and those with higher acuity needs, partially offset by decreased people served through risk-based commercial offerings. Earnings from operations decreased primarily due to the impacts of Medicare Advantage funding reductions, elevated medical cost trend, the impacts of market morbidity changes on our individual exchange offerings, including the acceleration of anticipated future losses related to the second half of 2025 and ~~other~~Medicaid ~~write-offs and settlements, partially offset by the incremental medical costs for accommodations to support care providers as a result of the Change Healthcare cyberattack incurred in 2024~~offerings. ~~For the six months ended June 30, 2025, decreased earnings from operations was also partially offset by the seasonal impact of the IRA on Medicare Part D.~~

Earnings from operations decreased primarily due to the impacts of Medicare Advantage funding reductions, elevated medical cost trend, the impacts of market morbidity changes on our individual exchange offerings and other write-offs and settlements. For the three months ended September 30, 2025, decreased earnings from operations was also due to the seasonal impact of the IRA on Medicare Part D. For the nine months ended September 30, 2025, decreased earnings from operations was partially offset by the seasonal impact of the IRA on Medicare Part D and the incremental medical costs for accommodations to support care providers in 2024 as a result of the Change Healthcare cyberattack. The acceleration of anticipated future losses related to our individual exchange offerings recorded in the second quarter of 2025 increased earnings from operations for the three months ended September 30, 2025 and decreased operating earnings for the nine months ended September 30, 2025.

Optum

Total revenues increased primarily due to growth at Optum Rx. For the nine months ended September 30, 2025, increased revenues were partially offset by Optum Health. Earnings from operations decreased due to Optum Health, partially offset by the impacts of the Change Healthcare cyberattack ~~incurred~~ in 2024 ~~and Optum Rx~~. The results by segment were as follows:

Optum Health

Revenues at Optum Health decreased primarily due to the conversion of risk-based contracts, Medicare Advantage funding reductions and the profile of members served, partially offset by growth in patients served under value-based arrangements. Earnings from operations decreased due to Medicare Advantage funding reductions, the member profile of newly added patients under value-based care arrangements, elevated medical cost trends and ~~contractual~~decreased ~~settlements~~gains related to business portfolio refinement, partially offset by cost management initiatives. For the ~~six~~three months ended ~~June~~September 30, 2025 decreased earnings from operations was also due to lower investment income, partially offset by decreased contractual settlements. For the nine months ended September 30, 2025, decreased earnings from operations was also partially offset by the incremental medical costs for accommodations to support care providers in 2024 as a result of the Change Healthcare cyberattack ~~incurred in 2024~~. Optum Health served approximately 9896 million people and 104 million people as of ~~June~~September 30, 2025 and ~~June~~September 30, 2024, respectively.

Optum Insight

Revenues and earnings from operations at Optum Insight ~~increased~~decreased for the three months ended September 30, 2025 due to ~~decreased~~lower volumes within business ~~disruption~~services, partially offset by growth in technology services and decreased impacts related to the Change Healthcare cyberattack. ~~Earnings~~Revenues and earnings from operations atincreased ~~Optum~~for ~~Insight~~the ~~increased~~nine ~~due~~months toended ~~decreased~~September ~~business~~30, ~~disruption~~2025 ~~impacts~~due ~~and~~to ~~direct~~decreased ~~response~~impacts ~~costs~~ related to the Change Healthcare cyberattack and growth in technology services, partially offset by lower volumes within business services.

~~Optum Rx~~22

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. Optum Rx fulfilled 414 million and 399 million adjusted scripts in the second quarters of 2025 and 2024, respectively.

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Optum Rx

Revenues 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 increased due to the factors impacting revenue and operating cost efficiencies, partially offset by decreased investment income. Optum Rx fulfilled 414 million and 407 million adjusted scripts in the third quarters of 2025 and 2024, respectively.

LIQUIDITY, FINANCIAL CONDITION AND CAPITAL RESOURCES

Liquidity

Summary of our Major Sources and Uses of Cash and Cash Equivalents

	Six Months Ended June 30,				Increase/(Decrease)
	Nine Months Ended September 30,				Increase/(Decrease)
(in millions)	2025		2024		2025 vs. 2024
Sources of cash:
Cash provided by operating activities	$	1218,~~644~~589	$	721,~~890~~835	$	4(3,~~754~~246)
Issuances of short-term borrowings and long-term debt, net of repayments	12,~~566~~438		1215,~~790~~120		(1112,~~224~~682)
Proceeds from common stock issuances	~~581~~803		~~744~~1,611		(~~163~~808)
Customer funds administered	—		990		(990)
Sales and maturities of investments, net of purchases	1,657		1,852		(195)
Repayments of care provider loans - cyberattack	1,~~293~~543		~~604~~3,189		~~689~~(1,646)
Sales and maturities of investments, net of purchases	1,327		—		1,327
Total sources of cash	25,030		43,607		(18,577)
Total sources of cash	17,411		23,018		(5,607)
Uses of cash:
Common stock repurchases	(5,545)		(34,~~072~~028)		(21,~~473~~517)
Cash paid for acquisitions and other transactions, net of cash assumed	(~~734~~4,436)		(311,~~031~~674)		27,~~297~~238
Purchases of investments, net of sales of maturities	—		(221)		221
Purchases of property, equipment and capitalized software	(2,674)		(2,587)		(87)
Purchases of property, equipment and capitalized software	(1,784)		(1,596)		(188)
Cash dividends paid	(5,914)		(5,601)		(313)
Cash dividends paid	(3,912)		(3,664)		(248)
Loans to care providers - cyberattack	—		(8,904)		8,904
Loans to care providers - cyberattack	—		(8,100)		8,100
Customer funds administered	(1,792)		(1,059)		(733)
Customer funds administered	(25)		—		(25)
Other	(2,767)		(2,497)		(270)
Other	(2,131)		(2,166)		35
Total uses of cash	(23,128)		(36,350)		13,222
Total uses of cash	(14,131)		(21,850)		7,719
Effect of exchange rate changes on cash and cash equivalents	25		(30)		55
Effect of exchange rate changes on cash and cash equivalents	29		(44)		73
Increase in cash and cash equivalents, including cash within businesses held for sale	$	1,927	$	7,227	$	(5,300)
Increase in cash and cash equivalents, including cash within businesses held for sale	$	3,309	$	1,124	$	2,185
Less: net increase in cash within businesses held for sale	(29)		(254)		225
Less: net increase in cash within businesses held for sale	(25)		(265)		240
Net increase in cash and cash equivalents	$	1,898	$	6,973	$	(5,075)
Net increase in cash and cash equivalents	$	3,284	$	859	$	2,425

2025 Cash Flows Compared to 2024 Cash Flows

~~Increased~~Decreased cash flows provided by operating activities were driven by ~~changes~~decreased innet ~~working capital accounts~~earnings, ~~the~~partially ~~seasonal~~offset ~~impact~~by ofchanges ~~the~~in ~~IRA~~working oncapital ~~Medicare~~accounts ~~Part D~~ and the impacts of the Change Healthcare cyberattack ~~incurred~~ in 2024. Other significant changes in sources or uses of cash year-over-year included net repayments of loans to care providers in response to the Change Healthcare cyberattack, and decreased cash paid for acquisitions and ~~increased~~other ~~net sales and maturities of investments~~transactions, offset by decreased net issuances of short-term borrowings and long-term debt, increased share repurchases, decreased proceeds from common stock issuances and decreased customer funds administered.

Financial Condition

As of ~~June~~September 30, 2025, our cash, cash equivalent, available-for-sale debt securities and marketable equity securities balances of $7776.3 billion included approximately $2827.62 billion of cash and cash equivalents (of which $31.32 billion was available for general corporate use), $46.68 billion of debt securities and $2.12 billion of investments in marketable equity securities. Given the significant portion of our portfolio held in cash and 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. Our available-for-sale debt securities portfolio had a weighted-average duration of 4.3 years and a weighted-average credit rating of “Double A” as of ~~June~~September 30, 2025. 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.

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Capital Resources and Uses of Liquidity

In addition to cash flows from operations and cash and cash equivalent balances available for general corporate use, our capital resources and uses of liquidity are as follows:

Cash Requirements. A summary of our cash requirements as of December 31, 2024 was disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 10-K. During the ~~six~~nine months ended ~~June~~September 30, 2025, there were no material changes to this previously disclosed information outside the ordinary course of business. We believe our capital resources are sufficient to meet future, short-term and long-term, liquidity needs. We continually evaluate opportunities to expand our operations, including through internal development of new products, programs and technology applications and business combinations.

Short-Term Borrowings. Our revolving bank credit facilities provide liquidity support for our commercial paper borrowing program, which facilitates the private placement of 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 5 of the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report and Note 8 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in our 2024 10-K. As of September 30, 2025, we were in compliance with the various covenants under our bank credit facilities.

As of June 30, 2025, we were in compliance with the various covenants under our bank credit facilities.

Long-Term Debt. Periodically, we access capital markets and 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 long-term debt, see Note 5 of the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report and Note 8 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in our 2024 10-K.

Credit Ratings. Our credit ratings as of ~~June~~September 30, 2025 were as follows:

Moody’s

S&P Global

Fitch

A.M. Best

Ratings

Outlook

Ratings

Outlook

Ratings

Outlook

Ratings

Outlook

Senior unsecured debt

Negative

A+

Negative

~~Stable~~Negative

A-

~~Negative~~Stable

Commercial paper

P-1

n/a

A-1

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.

Regulatory Capital. As a result of an increased MCR impacting our regulated insurance and HMO subsidiaries, the specified levels of required statutory capital required to be maintained are expected to increase. ~~While~~We weentered ~~continue~~into tovarious ~~maintain~~agreements ~~significant~~with ~~levels~~reinsurers ofthat ~~excess~~could ~~statutory~~limit ~~capital in~~ our ~~subsidiaries,~~risk ~~the amount~~ of ~~dividends~~loss ~~our~~under ~~subsidiaries~~certain ~~are~~circumstances, ~~able~~thus toreducing ~~pay~~our tocapital ~~their~~and ~~parent~~surplus ~~companies during the remainder of 2025 may be impacted~~requirements. ~~During~~These ~~the~~agreements ~~six~~do ~~months~~not ~~ended~~qualify ~~June~~for ~~30,~~reinsurance ~~2025,~~accounting ~~our domestic insurance~~ and ~~HMO~~are ~~subsidiaries~~therefore ~~paid~~accounted ~~their~~for ~~parent~~under ~~companies~~deposit ~~dividends of $1~~accounting.9 ~~billion.~~

~~Share~~While ~~Repurchase Program. During the six months ended June 30, 2025,~~ we ~~repurchased~~continue ~~approximately~~to ~~12.1~~maintain ~~million~~significant ~~shares~~levels ~~at an average price~~ of ~~$454.82~~excess ~~per~~statutory ~~share.~~capital Asin ofour ~~June 30~~subsidiaries, ~~2025,~~the weamount ~~had Board~~ of ~~Directors’~~dividends ~~authorization~~our tosubsidiaries ~~purchase~~are upable to ~~21.0~~pay ~~million shares~~to oftheir ~~our~~parent ~~common~~companies ~~stock.~~during ~~The~~the ~~Board~~remainder of ~~Directors~~2025 ~~from~~will ~~time~~be toimpacted. ~~time~~During ~~may~~the ~~further~~nine ~~amend~~months ~~the~~ended ~~share~~September ~~repurchase~~30, ~~program~~2025, inour ~~order~~domestic toinsurance ~~increase~~and ~~the~~HMO ~~authorized~~subsidiaries ~~number~~paid oftheir ~~shares~~parent ~~which~~companies ~~may~~dividends, benet ~~repurchased~~of ~~under~~capital ~~the~~infusions, ~~program~~of $841 million.

Share Repurchase Program. During the nine months ended September 30, 2025, we repurchased approximately 12.1 million shares of common stock at an average price of $454.82 per share. As of September 30, 2025, we had Board of Directors’ authorization to purchase up to 21.0 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.

Dividends. In June 2025, our Board of Directors increased our quarterly cash dividend to an annual rate of $8.84 compared to $8.40 per share, which we had paid since June 2024. For more information on our dividend, see Note 6 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.

Pending Acquisitions. As of June 30, 2025, 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 consideration required for these acquisitions, excluding the payoff of acquired indebtedness, was approximately $4 billion.

For additional liquidity discussion, see Note 10 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part II, Item 7 in our 2024 10-K.

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RECENTLY ISSUED ACCOUNTING STANDARDS

There are no recently issued accounting standards that are expected to have a material impact on our Condensed Consolidated Financial Statements.

CRITICAL ACCOUNTING ESTIMATES

In 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 judgments, assumptions and estimates affect certain of our revenues and expenses and their related balance sheet accounts and disclosure of our contingent liabilities. We base our assumptions and estimates primarily on historical experience and consider known and projected trends. On an ongoing basis, we 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. For a detailed description of our critical accounting estimates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part II, Item 7 in our 2024 10-K. For a detailed discussion of our significant accounting policies, see Note 2 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in our 2024 10-K.

FORWARD-LOOKING STATEMENTS

The statements, estimates, projections, guidance or outlook contained in this document include “forward-looking” statements which are intended to take advantage of the “safe harbor” provisions of the federal securities laws. The words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “forecast,” “outlook,” “plan,” “project,” “should” and similar expressions identify forward-looking statements. These statements may contain information about financial prospects, economic conditions and trends and involve risks and uncertainties. Actual results could differ materially from those that management expects, depending on the outcome of certain factors including: our ability to effectively estimate, price for and manage medical costs; new or changes in existing health care laws or regulations, or their enforcement or application; cyberattacks, other privacy/data security incidents, or our failure to comply with related regulations; reductions in revenue or delays to cash flows received under government programs; changes in Medicare, the CMS star ratings program or the application of risk adjustment data validation audits; the DOJ’s legal actions concerning our participation in the Medicare program; our ability to maintain and achieve improvement in quality scores impacting revenue; failure to maintain effective and efficient information systems or if our technology products do not operate as intended; risks and uncertainties associated with our businesses providing pharmacy care services; competitive pressures, including our ability to maintain or increase our market share; changes in or challenges to our public sector contract awards; failure to achieve targeted operating cost productivity improvements; failure to develop and maintain satisfactory relationships with health care payers, physicians, hospitals and other service providers; the impact of potential changes in tax laws and regulations; increases in costs and other liabilities associated with litigation, government investigations, audits or reviews; failure to complete, manage or integrate strategic transactions; risk and uncertainties associated with the sale of our remaining operations in South America; risks associated with public health crises arising from large-scale medical emergencies, pandemics, natural disasters and other extreme events; failure to attract, develop, retain, and manage the succession of key employees and executives; our investment portfolio performance; impairment of our goodwill and intangible assets; failure to protect proprietary rights to our databases, software and related products; downgrades in our credit ratings; and our ability to obtain sufficient funds from our regulated subsidiaries or from external financings to fund our obligations, reinvest in our business, maintain our debt to total capital ratio at targeted levels, maintain our quarterly dividend 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 operations, financial condition 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 difficult to predict or quantify. Actual results may vary materially from expectations expressed 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 or revise any forward-looking statements, except as required by law.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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 table summarizes the impact of hypothetical changes in market interest rates across the entire yield curve by 1% point or 2% points as of ~~June~~September 30, 2025 on our investment income and interest expense per annum, and the fair value of our investments and debt (in millions, except percentages):

June 30, 2025

September 30, 2025

Increase (Decrease) in Market Interest Rate

InvestmentIncome PerAnnum

InterestExpense PerAnnum

Fair Value ofFinancial Assets

Fair Value ofFinancial Liabilities

2 %

~~734~~728

~~542~~576

(4,~~202~~249)

(9,~~288~~525)

~~367~~364

~~271~~288

(2,~~150~~170)

(5,~~058~~160)

(1)

(~~367~~364)

(~~256~~273)

2,~~202~~210

6,~~107~~284

(2)

(~~734~~728)

(~~510~~544)

4,~~416~~421

13,~~549~~949

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.

ITEM 4. 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) that are designed to provide reasonable assurance that information required to be disclosed by us in reports that 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 quarterly report on Form 10-Q, 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 ~~June~~September 30, 2025. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of ~~June~~September 30, 2025.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting during the quarter ended ~~June~~September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

A description of our legal proceedings is included in and incorporated by reference to Note 7 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.

ITEM 1A. RISK FACTORS

In 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 2024 10-K, which could materially affect our business, financial condition or future results. The risks described in our 2024 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

There have been no material changes to the risk factors as disclosed in our 2024 10-K.

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

~~Issuer~~In ~~Purchases~~November 1997, our Board of ~~Equity~~Directors ~~Securities~~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.

~~Second~~There ~~Quarter~~were no repurchases of the Company’s common stock during the three months ended September 30, 2025. As of September 30, 2025, the Company had 21 million shares remaining available under its share repurchase authorization.

For the Month Ended	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares That May Yet Be Purchased Under The Plans or Programs
	(in millions)			(in millions)	(in millions)
April 30, 2025	3.8	$	445.39	3.8	23.3
May 31, 2025	2.3	341.68		2.3	21.0
June 30, 2025	—	—		—	21.0
Total	6.1	$	407.06	6.1

(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.

ITEM 5. OTHER INFORMATION

Trading Arrangements

During the quarter ended ~~June~~September 30, 2025, 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 any non-Rule 10b5-1 trading arrangement.

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ITEM 6. EXHIBITS**

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.

3.1						Certificate of Incorporation of UnitedHealth Group Incorporated (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 8-A/A 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)
*10.1						Employment Agreement, effective as of ~~May~~September 122, 2025, between United HealthCare Services, Inc. and ~~Stephen~~Wayne ~~Hemsely~~S. DeVeydt (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on July 31, 2025).
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
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.

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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 thereunto duly authorized.

UNITEDHEALTH GROUP INCORPORATED

/s/ STEPHEN HEMSLEY

Chair and Chief Executive Officer(principal executive officer)

Dated:

~~August~~October 1128, 2025

Stephen Hemsley

/s/ JOHN REX

President and Chief Financial Officer(principal financial officer)

Dated:

August 11, 2025

/s/ WAYNE DEVEYDT

Chief Financial Officer(principal financial officer)

Dated:

October 28, 2025

John Rex

Wayne DeVeydt

/s/ THOMAS ROOS

Senior Vice President and Chief Accounting Officer(principal accounting officer)

Dated:

~~August~~October 1128, 2025

Thomas Roos

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