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    SEC Form 10-Q filed by UnitedHealth Group Incorporated

    10/28/25 4:09:07 PM ET
    $UNH
    Medical Specialities
    Health Care
    Get the next $UNH alert in real time by email
    unh-20250930
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    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 September 30, 2025
    or
    ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the transition period from _______ to _______
    Commission File Number: 1-10864
    __________________________________________________________ 
    UHG(R)_CMYK.jpg
    UnitedHealth Group Incorporated
    (Exact name of registrant as specified in its charter)
     __________________________________________________________ 
    Delaware41-1321939
    (State or other jurisdiction of
    incorporation or organization)
    (I.R.S. Employer
    Identification No.)
    1 Health Drive55344655 New York Avenue NW20001
    Eden Prairie,
    Minnesota
    Washington,DC
    (Address of principal executive offices) (Zip Code)(Address of principal executive offices)(Zip Code)
    (800) 328-5979
    (Registrant’s telephone number, including area code)
    _________________________________________________________  
    Securities registered pursuant to Section 12(b) of the Act:
    Title of each classTrading Symbol(s)Name of each exchange on which registered
    Common Stock, $.01 par valueUNHNew 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 October 24, 2025, there were 905,838,620 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 September 30, 2025 and December 31, 2024
    1
    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 Nine Months Ended September 30, 2025 and 2024
    3
    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 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.
    Business Combinations
    14
    10.
    Segment Financial Information
    15
    Item 2.
    Management’s Discussion and Analysis of Financial Condition and Results of Operations
    17
    Item 3.
    Quantitative and Qualitative Disclosures About Market Risk
    26
    Item 4.
    Controls and Procedures
    26
    Part II. Other Information
    Item 1.
    Legal Proceedings
    27
    Item 1A.
    Risk Factors
    27
    Item 2.
    Unregistered Sales of Equity Securities and Use of Proceeds
    27
    Item 5.
    Other Information
    27
    Item 6.
    Exhibits
    28
    Signatures
    29




    PART I
    ITEM 1.    FINANCIAL STATEMENTS
    UnitedHealth Group
    Condensed Consolidated Balance Sheets
    (Unaudited)
    (in millions, except per share data)September 30,
    2025
    December 31,
    2024
    Assets
    Current assets:
    Cash and cash equivalents$27,210 $25,312 
    Short-term investments3,404 3,801 
    Accounts receivable, net22,672 22,365 
    Other current receivables, net32,762 26,089 
    Prepaid expenses and other current assets9,019 8,212 
    Total current assets95,067 85,779 
    Long-term investments52,996 52,354 
    Property, equipment and capitalized software, net11,104 10,553 
    Goodwill110,340 106,734 
    Other intangible assets, net22,785 23,268 
    Other assets22,977 19,590 
    Total assets$315,269 $298,278 
    Liabilities, redeemable noncontrolling interests and equity
    Current liabilities:
    Medical costs payable$40,181 $34,224 
    Accounts payable and accrued liabilities36,033 34,337 
    Short-term borrowings and current maturities of long-term debt7,737 4,545 
    Unearned revenues3,366 3,317 
    Other current liabilities28,209 27,346 
    Total current liabilities115,526 103,769 
    Long-term debt, less current maturities72,399 72,359 
    Deferred income taxes3,162 3,620 
    Other liabilities18,369 15,939 
    Total liabilities209,456 195,687 
    Commitments and contingencies (Note 7)
    Redeemable noncontrolling interests4,244 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; 906 and 915 issued and outstanding
    9 9 
    Additional paid-in capital394 — 
    Retained earnings97,595 96,036 
    Accumulated other comprehensive loss(2,211)(3,387)
    Nonredeemable noncontrolling interests5,782 5,610 
    Total equity101,569 98,268 
    Total liabilities, redeemable noncontrolling interests and equity$315,269 $298,278 
    See Notes to the Condensed Consolidated Financial Statements
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    UnitedHealth Group
    Condensed Consolidated Statements of Operations
    (Unaudited)
     Three Months Ended
    September 30,
    Nine Months Ended
    September 30,
    (in millions, except per share data)2025202420252024
    Revenues:
    Premiums$88,979 $77,442 $263,418 $232,327 
    Products13,296 12,631 39,896 36,751 
    Services9,754 9,104 27,765 26,742 
    Investment and other income1,132 1,643 3,273 3,651 
    Total revenues113,161 100,820 334,352 299,471 
    Operating costs:
    Medical costs79,958 65,957 231,954 197,150 
    Operating costs15,223 13,280 42,595 40,519 
    Cost of products sold12,566 11,834 37,975 34,230 
    Depreciation and amortization1,099 1,041 3,244 3,058 
    Total operating costs108,846 92,112 315,768 274,957 
    Earnings from operations4,315 8,708 18,584 24,514 
    Interest expense(1,003)(1,074)(3,028)(2,903)
    Loss on sale of subsidiary and subsidiaries held for sale(83)(20)(139)(8,331)
    Earnings before income taxes3,229 7,614 15,417 13,280 
    Provision for income taxes(686)(1,356)(2,828)(3,822)
    Net earnings2,543 6,258 12,589 9,458 
    Earnings attributable to noncontrolling interests(195)(203)(543)(596)
    Net earnings attributable to UnitedHealth Group common shareholders$2,348 $6,055 $12,046 $8,862 
    Earnings per share attributable to UnitedHealth Group common shareholders:
    Basic$2.59 $6.56 $13.27 $9.61 
    Diluted$2.59 $6.51 $13.21 $9.53 
    Basic weighted-average number of common shares outstanding906 923 908 922 
    Dilutive effect of common share equivalents2 7 4 8 
    Diluted weighted-average number of common shares outstanding908 930 912 930 
    Anti-dilutive shares excluded from the calculation of dilutive effect of common share equivalents16 4 12 6 
    See Notes to the Condensed Consolidated Financial Statements
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    UnitedHealth Group
    Condensed Consolidated Statements of Comprehensive Income
    (Unaudited)
     Three Months Ended
    September 30,
    Nine Months Ended
    September 30,
    (in millions)2025202420252024
    Net earnings$2,543 $6,258 $12,589 $9,458 
    Other comprehensive income:
    Gross unrealized gains on investment securities during the period535 1,434 1,383 1,069 
    Income tax effect(122)(328)(316)(243)
    Total unrealized gains, net of tax413 1,106 1,067 826 
    Gross reclassification adjustment for net realized gains included in net earnings(24)(291)(51)(349)
    Income tax effect6 67 12 80 
    Total reclassification adjustment, net of tax(18)(224)(39)(269)
    Foreign currency translation (losses) gains (71)88 148 (197)
    Reclassification adjustment for translation losses included in net earnings— — — 4,214 
    Total foreign currency translation (losses) gains(71)88 148 4,017 
    Other comprehensive income324 970 1,176 4,574 
    Comprehensive income2,867 7,228 13,765 14,032 
    Comprehensive income attributable to noncontrolling interests(195)(203)(543)(596)
    Comprehensive income attributable to UnitedHealth Group common shareholders$2,672 $7,025 $13,222 $13,436 
    See Notes to the Condensed Consolidated Financial Statements
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    UnitedHealth Group
    Condensed Consolidated Statements of Changes in Equity
    (Unaudited)
    Common StockAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive LossNonredeemable Noncontrolling InterestsTotal
    Equity
    Three months ended September 30,
    (in millions)
    SharesAmountNet Unrealized (Losses) Gains on InvestmentsForeign Currency Translation (Losses) Gains
    Balance at June 30, 2025905 $9 $— $97,250 $(1,593)$(942)$5,745 $100,469 
    Net earnings2,348 167 2,515 
    Other comprehensive income (loss)395 (71)324 
    Issuances of common stock, and related tax effects1 — 241 241 
    Share-based compensation214 214 
    Common share repurchases— — 1 (1)— 
    Cash dividends paid on common shares ($2.21 per share)
    (2,002)(2,002)
    Redeemable noncontrolling interests fair value and other adjustments(62)(62)
    Acquisition and other adjustments of nonredeemable noncontrolling interests34 34 
    Distribution to nonredeemable noncontrolling interests(164)(164)
    Balance at September 30, 2025906 $9 $394 $97,595 $(1,198)$(1,013)$5,782 $101,569 
    Balance at June 30, 2024921 $9 $373 $92,400 $(2,296)$(1,127)$5,317 $94,676 
    Net earnings6,055 155 6,210 
    Other comprehensive income882 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 interests28 28 
    Distribution to nonredeemable noncontrolling interests
    (154)(154)
    Balance at September 30, 2024923 $9 $461 $96,518 $(1,414)$(1,039)$5,346 $99,881 
    See Notes to the Condensed Consolidated Financial Statements











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    UnitedHealth Group
    Condensed Consolidated Statements of Changes in Equity
    (Unaudited)
    Common StockAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive LossNonredeemable Noncontrolling InterestsTotal
    Equity
    Nine months ended September 30,
    (in millions)
    SharesAmountNet Unrealized (Losses) Gains on InvestmentsForeign Currency Translation (Losses) Gains
    Balance at January 1, 2025915 $9 $— $96,036 $(2,226)$(1,161)$5,610 $98,268 
    Net earnings12,046 464 12,510 
    Other comprehensive income1,028 148 1,176 
    Issuances of common stock, and related tax effects3 — 620 620 
    Share-based compensation805 805 
    Common share repurchases(12)— (954)(4,573)(5,527)
    Cash dividends paid on common shares ($6.52 per share)
    (5,914)(5,914)
    Redeemable noncontrolling interests fair value and other adjustments(77)(77)
    Acquisition and other adjustments of nonredeemable noncontrolling interests209 209 
    Distribution to nonredeemable noncontrolling interests(501)(501)
    Balance at September 30, 2025906 $9 $394 $97,595 $(1,198)$(1,013)$5,782 $101,569 
    Balance at January 1, 2024924 $9 $— $95,774 $(1,971)$(5,056)$5,665 $94,421 
    Net earnings8,862 462 9,324 
    Other comprehensive income557 4,017 4,574 
    Issuances of common stock, and related tax effects
    7 — 1,280 1,280 
    Share-based compensation
    770 770 
    Common share repurchases(8)— (1,528)(2,517)(4,045)
    Cash dividends paid on common shares ($6.08 per share)
    (5,601)(5,601)
    Redeemable noncontrolling interests fair value and other adjustments
    (61)(61)
    Acquisition and other adjustments of nonredeemable noncontrolling interests(291)(291)
    Distribution to nonredeemable noncontrolling interests
    (490)(490)
    Balance at September 30, 2024923 $9 $461 $96,518 $(1,414)$(1,039)$5,346 $99,881 
    See Notes to the Condensed Consolidated Financial Statements
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    UnitedHealth Group
    Condensed Consolidated Statements of Cash Flows
    (Unaudited)
     Nine Months Ended
    September 30,
    (in millions)20252024
    Operating activities
    Net earnings$12,589 $9,458 
    Noncash items:
    Depreciation and amortization3,244 3,058 
    Deferred income taxes(1,019)(234)
    Share-based compensation795 831 
    Loss on sale of subsidiary and subsidiaries held for sale139 8,331 
    Other, net64 (610)
    Net change in other operating items, net of effects from acquisitions and dispositions:
    Accounts receivable65 685 
    Other assets(3,105)(2,988)
    Medical costs payable6,178 2,235 
    Accounts payable and other liabilities(417)1,250 
    Unearned revenues56 (181)
    Cash flows from operating activities18,589 21,835 
    Investing activities
    Purchases of investments(12,805)(19,951)
    Sales of investments7,945 15,065 
    Maturities of investments6,517 6,738 
    Cash paid for acquisitions and other transactions, net of cash assumed(4,436)(11,674)
    Purchases of property, equipment and capitalized software(2,674)(2,587)
    Loans to care providers - cyberattack— (8,904)
    Repayments of care provider loans - cyberattack1,543 3,189 
    Other, net(2,164)(1,284)
    Cash flows used for investing activities(6,074)(19,408)
    Financing activities
    Common share repurchases(5,545)(4,028)
    Cash dividends paid(5,914)(5,601)
    Proceeds from common stock issuances803 1,611 
    Repayments of long-term debt(2,000)(2,500)
    Proceeds from (repayments of) short-term borrowings, net1,469 (191)
    Proceeds from issuance of long-term debt2,969 17,811 
    Customer funds administered(1,792)(1,059)
    Other, net(603)(1,213)
    Cash flows (used for) from financing activities(10,613)4,830 
    Effect of exchange rate changes on cash and cash equivalents25 (30)
    Increase in cash and cash equivalents, including cash within businesses held for sale1,927 7,227 
    Less: net increase in cash within businesses held for sale(29)(254)
    Net increase in cash and cash equivalents1,898 6,973 
    Cash and cash equivalents, beginning of period25,312 25,427 
    Cash and cash equivalents, end of period$27,210 $32,400 
    See Notes to the Condensed Consolidated Financial Statements
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    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 September 30, 2025 and December 31, 2024, accounts receivable related to products and services were $10.1 billion and $9.9 billion, respectively. As of 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 $11.6 billion, of which approximately half is expected to be recognized in the next three years.
    7

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    2.    Investments
    A summary of debt securities by major security type is as follows:
    (in millions)Amortized
    Cost
    Gross
    Unrealized
    Gains
    Gross
    Unrealized
    Losses
    Fair
    Value
    September 30, 2025
    Debt securities - available-for-sale:
    U.S. government and agency obligations$3,893 $2 $(167)$3,728 
    State and municipal obligations6,747 20 (273)6,494 
    Corporate obligations24,731 156 (578)24,309 
    U.S. agency mortgage-backed securities10,258 25 (651)9,632 
    Non-U.S. agency mortgage-backed securities2,757 11 (109)2,659 
    Total debt securities - available-for-sale48,386 214 (1,778)46,822 
    Debt securities - held-to-maturity:
    U.S. government and agency obligations459 1 (1)459 
    State and municipal obligations26 — (2)24 
    Corporate obligations3 — — 3 
    Total debt securities - held-to-maturity488 1 (3)486 
    Total debt securities$48,874 $215 $(1,781)$47,308 
    December 31, 2024
    Debt securities - available-for-sale:
    U.S. government and agency obligations$4,600 $1 $(274)$4,327 
    State and municipal obligations7,357 2 (375)6,984 
    Corporate obligations24,391 56 (1,140)23,307 
    U.S. agency mortgage-backed securities10,577 1 (994)9,584 
    Non-U.S. agency mortgage-backed securities2,890 2 (175)2,717 
    Total debt securities - available-for-sale49,815 62 (2,958)46,919 
    Debt securities - held-to-maturity:
    U.S. government and agency obligations444 — (2)442 
    State and municipal obligations28 — (2)26 
    Corporate obligations40 — — 40 
    Total debt securities - held-to-maturity512 — (4)508 
    Total debt securities$50,327 $62 $(2,962)$47,427 
    The Company held $5.6 billion and $4.9 billion of equity securities as of 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 $3.5 billion and $3.8 billion of equity method investments primarily in operating businesses in the health care sector as of September 30, 2025 and December 31, 2024, respectively. The allowance for credit losses on held-to-maturity securities at 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 September 30, 2025, by contractual maturity, were as follows:
    Available-for-SaleHeld-to-Maturity
    (in millions)Amortized
    Cost
    Fair
    Value
    Amortized
    Cost
    Fair
    Value
    Due in one year or less$3,485 $3,466 $264 $264 
    Due after one year through five years13,603 13,360 202 202 
    Due after five years through ten years11,582 11,243 5 5 
    Due after ten years6,701 6,462 17 15 
    U.S. agency mortgage-backed securities10,258 9,632 — — 
    Non-U.S. agency mortgage-backed securities2,757 2,659 — — 
    Total debt securities$48,386 $46,822 $488 $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 Months12 Months or Greater Total
    (in millions)Fair
    Value
    Gross
    Unrealized
    Losses
    Fair
    Value
    Gross
    Unrealized
    Losses
    Fair
    Value
    Gross
    Unrealized
    Losses
    September 30, 2025
    Debt securities - available-for-sale:
    U.S. government and agency obligations$525 $(5)$2,561 $(162)$3,086 $(167)
    State and municipal obligations1,346 (47)3,825 (226)5,171 (273)
    Corporate obligations1,610 (16)11,293 (562)12,903 (578)
    U.S. agency mortgage-backed securities1,044 (11)6,434 (640)7,478 (651)
    Non-U.S. agency mortgage-backed securities188 — 1,471 (109)1,659 (109)
    Total debt securities - available-for-sale$4,713 $(79)$25,584 $(1,699)$30,297 $(1,778)
    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 obligations2,593 (58)4,085 (317)6,678 (375)
    Corporate obligations7,402 (213)11,449 (927)18,851 (1,140)
    U.S. agency mortgage-backed securities4,791 (191)4,674 (803)9,465 (994)
    Non-U.S. agency mortgage-backed securities416 (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 September 30, 2025 were generated from approximately 25,000 positions out of a total of 41,000 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 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 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 Prices
    in Active
    Markets
    (Level 1)
    Other
    Observable
    Inputs
    (Level 2)
    Unobservable
    Inputs
    (Level 3)
    Total
    Fair and Carrying
    Value
    September 30, 2025
    Cash and cash equivalents$21,305$5,905$—$27,210
    Debt securities - available-for-sale:
    U.S. government and agency obligations3,561167—3,728
    State and municipal obligations—6,494—6,494
    Corporate obligations—23,84246724,309
    U.S. agency mortgage-backed securities—9,632—9,632
    Non-U.S. agency mortgage-backed securities—2,659—2,659
    Total debt securities - available-for-sale3,56142,79446746,822
    Equity securities2,0232142072,444
    Total assets at fair value$26,889$48,913$674$76,476
    Percentage of total assets at fair value35 %64 %1 %100 %
    December 31, 2024
    Cash and cash equivalents$25,248$64$—$25,312
    Debt securities - available-for-sale:
    U.S. government and agency obligations4,194133—4,327
    State and municipal obligations—6,984—6,984
    Corporate obligations2922,84143723,307
    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-sale4,22342,25943746,919
    Equity securities1,85924651,948
    Total assets at fair value$31,330$42,347$502$74,179
    Percentage of total assets at fair value42 %57 %1 %100 %
    There were no transfers in or out of Level 3 financial assets or liabilities during the nine months ended 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 Prices
    in Active
    Markets
    (Level 1)
    Other
    Observable
    Inputs
    (Level 2)
    Unobservable
    Inputs
    (Level 3)
    Total
    Fair
    Value
    Total Carrying Value
    September 30, 2025
    Debt securities - held-to-maturity$461 $25 $— $486 $488 
    Long-term debt and other financing obligations$— $73,627 $— $73,627 $77,247 
    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 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, market conditions and third-party indications. There were no significant fair value adjustments for assets and liabilities recorded during the nine months ended September 30, 2025 or 2024.
    4.    Medical Costs Payable
    The following table shows the components of the change in medical costs payable for the nine months ended September 30:
    (in millions)20252024
    Medical costs payable, beginning of period$34,224 $32,395 
    Acquisitions (dispositions), net20 (755)
    Reported medical costs:
    Current year231,984 197,750 
    Prior years(30)(600)
    Total reported medical costs231,954 197,150 
    Medical payments:
    Payments for current year(195,548)(165,544)
    Payments for prior years(30,453)(29,095)
    Total medical payments(226,001)(194,639)
    Less: increase in medical costs payable included within businesses held for sale(16)(200)
    Medical costs payable, end of period$40,181 $33,951 
    For the nine months ended 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 $27.8 billion and $23.7 billion at 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 nine months ended September 30, 2025:
    Payment DateAmount per ShareTotal Amount Paid
    (in millions)
    March 18$2.10 $1,912 
    June 242.21 2,000 
    September 232.21 2,002 
    7.    Commitments and Contingencies
    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 sale of its remaining South American operations continues to progress and is now expected to close in the 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$248 
    Accounts receivable and other current assets682 
    Property, equipment and capitalized software743 
    Goodwill and other intangible assets460 
    Other long-term assets294 
    Remeasurement of assets of businesses held for sale to fair value less cost to sell(1)
    (1,397)
    Total assets$1,030 
    Liabilities
    Medical costs payable$195 
    Accounts payable and other current liabilities377 
    Other long-term liabilities407 
    Total liabilities$979 
    (1)      Includes the effect of $985 million of cumulative foreign currency translation losses and $269 million of noncontrolling interests.
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    9.    Business 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 assets554 
    Property, equipment and other long-term assets454 
    Other intangible assets864 
    Total identifiable assets acquired2,177 
    Medical costs payable(20)
    Accounts payable and other current liabilities(496)
    Other long-term liabilities(364)
    Total identifiable liabilities acquired(880)
    Total net identifiable assets1,297 
    Goodwill3,705 
    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 ValueWeighted-Average Useful Life
    Acquired finite-lived intangible assets:
    Customer-related$33 9 years
    Trademarks and technology21 2 years
    Other61 9 years
    Total acquired finite-lived intangible assets115 8 years
    Total acquired indefinite-lived intangible assets - operating licenses and certificates749 
    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)UnitedHealthcareOptum HealthOptum InsightOptum RxOptum EliminationsOptumCorporate and
    Eliminations
    Consolidated
    Three Months Ended September 30, 2025
    Revenues - unaffiliated customers:
    Premiums$83,924 $5,055 $— $— $— $5,055 $— $88,979 
    Products— 61 45 13,190 — 13,296 — 13,296 
    Services2,578 4,394 1,539 1,243 — 7,176 — 9,754 
    Total revenues - unaffiliated customers
    86,502 9,510 1,584 14,433 — 25,527 — 112,029 
    Total revenues - affiliated customers
    — 15,918 3,290 25,195 (1,317)43,086 (43,086)— 
    Investment and other income
    568 472 41 51 — 564 — 1,132 
    Total revenues$87,070 $25,900 $4,915 $39,679 $(1,317)$69,177 $(43,086)$113,161 
    Total operating costs (a)$85,265 $25,645 $4,209 $38,130 $(1,317)$66,667 $(43,086)$108,846 
    Earnings from operations$1,805 $255 $706 $1,549 $— $2,510 $— $4,315 
    Interest expense— — — — — — (1,003)(1,003)
    Loss on sale of subsidiary and subsidiaries held for sale(83)— — — — — — (83)
    Earnings before income taxes
    $1,722 $255 $706 $1,549 $— $2,510 $(1,003)$3,229 
    Total assets$130,492 $100,895 $33,846 $62,528 $— $197,269 $(12,492)$315,269 
    Purchases of property, equipment and capitalized software238 282 267 103 — 652 — 890 
    Depreciation and Amortization221 309 359 210 — 878 — 1,099 
    Three Months Ended September 30, 2024
    Revenues - unaffiliated customers:
    Premiums$71,624 $5,818 $— $— $— $5,818 $— $77,442 
    Products— 84 41 12,506 — 12,631 — 12,631 
    Services2,422 3,953 1,700 1,029 — 6,682 — 9,104 
    Total revenues - unaffiliated customers
    74,046 9,855 1,741 13,535 — 25,131 — 99,177 
    Total revenues - affiliated customers
    — 15,448 3,086 20,554 (1,130)37,958 (37,958)— 
    Investment and other income
    807 614 104 118 — 836 — 1,643 
    Total revenues$74,853 $25,917 $4,931 $34,207 $(1,130)$63,925 $(37,958)$100,820 
    Total operating costs (a)$70,641 $23,756 $4,140 $32,663 $(1,130)$59,429 $(37,958)$92,112 
    Earnings from operations$4,212 $2,161 $791 $1,544 $— $4,496 $— $8,708 
    Interest expense— — — — — — (1,074)(1,074)
    Loss on sale of subsidiary and subsidiaries held for sale(20)— — — — — — (20)
    Earnings before income taxes
    $4,192 $2,161 $791 $1,544 $— $4,496 $(1,074)$7,614 
    Total assets$120,760 $95,482 $34,666 $57,031 $— $187,179 $(8,630)$299,309 
    Purchases of property, equipment and capitalized software211 256 398 126 — 780 — 991 
    Depreciation and Amortization217 283 332 209 — 824 — 1,041 
    (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)UnitedHealthcareOptum HealthOptum InsightOptum RxOptum EliminationsOptumCorporate and
    Eliminations
    Consolidated
    Nine Months Ended September 30, 2025
    Revenues - unaffiliated customers:
    Premiums$248,456 $14,962 $— $— $— $14,962 $— $263,418 
    Products— 191 133 39,572 — 39,896 — 39,896 
    Services7,665 12,114 4,556 3,430 — 20,100 — 27,765 
    Total revenues - unaffiliated customers
    256,121 27,267 4,689 43,002 — 74,958 — 331,079 
    Total revenues - affiliated customers
    — 47,785 9,588 70,122 (3,770)123,725 (123,725)— 
    Investment and other income
    1,669 1,362 96 146 — 1,604 — 3,273 
    Total revenues$257,790 $76,414 $14,373 $113,270 $(3,770)$200,287 $(123,725)$334,352 
    Total operating costs (a)$248,684 $73,909 $11,708 $108,962 $(3,770)$190,809 $(123,725)$315,768 
    Earnings from operations$9,106 $2,505 $2,665 $4,308 $— $9,478 $— $18,584 
    Interest expense— — — — — — (3,028)(3,028)
    Loss on sale of subsidiary and subsidiaries held for sale(139)— — — — — — (139)
    Earnings before income taxes
    $8,967 $2,505 $2,665 $4,308 $— $9,478 $(3,028)$15,417 
    Total assets$130,492 $100,895 $33,846 $62,528 $— $197,269 $(12,492)$315,269 
    Purchases of property, equipment and capitalized software626 867 895 286 — 2,048 — 2,674 
    Depreciation and Amortization661 892 1,054 637 — 2,583 — 3,244 
    Nine Months Ended September 30, 2024
    Revenues - unaffiliated customers:
    Premiums$214,867 $17,460 $— $— $— $17,460 $— $232,327 
    Products— 205 123 36,423 — 36,751 — 36,751 
    Services7,339 12,006 4,807 2,590 — 19,403 — 26,742 
    Total revenues - unaffiliated customers
    222,206 29,671 4,930 39,013 — 73,614 — 295,820 
    Total revenues - affiliated customers
    — 48,641 8,887 58,208 (3,275)112,461 (112,461)— 
    Investment and other income
    1,870 1,386 159 236 — 1,781 — 3,651 
    Total revenues$224,076 $79,698 $13,976 $97,457 $(3,275)$187,856 $(112,461)$299,471 
    Total operating costs (a)$211,465 $73,719 $12,149 $93,360 $(3,275)$175,953 $(112,461)$274,957 
    Earnings from operations$12,611 $5,979 $1,827 $4,097 $— $11,903 $— $24,514 
    Interest expense— — — — — — (2,903)(2,903)
    Loss on sale of subsidiary and subsidiaries held for sale(8,331)— — — — — — (8,331)
    Earnings before income taxes
    $4,280 $5,979 $1,827 $4,097 $— $11,903 $(2,903)$13,280 
    Total assets$120,760 $95,482 $34,666 $57,031 $— $187,179 $(8,630)$299,309 
    Purchases of property, equipment and capitalized software581 724 987 295 — 2,006 — 2,587 
    Depreciation and Amortization673 832 958 595 — 2,385 — 3,058 
    (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 10 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 people served within our individual exchange business 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 third quarter 2025 year-over-year operating comparisons to third quarter 2024 and other financial results.
    •Consolidated revenues grew 12%, UnitedHealthcare revenues grew 16% and Optum revenues grew 8%.
    •UnitedHealthcare served 795,000 more people, primarily driven by growth in Medicare Advantage.
    •Consolidated earnings from operations of $4.3 billion compared to $8.7 billion last year, with 2025 impacted by elevated medical cost trend and 2024 impacted by the Change Healthcare cyberattack.
    •Diluted earnings per common share were $2.59.
    •Cash flows from operations for the nine months ended September 30, 2025 were $18.6 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
    September 30,
    Increase/
    (Decrease)
    Nine Months Ended
    September 30,
    Increase/
    (Decrease)
    202520242025 vs. 2024202520242025 vs. 2024
    Revenues:
    Premiums$88,979 $77,442 $11,537 15 %$263,418 $232,327 $31,091 13 %
    Products13,296 12,631 665 5 39,896 36,751 3,145 9 
    Services9,754 9,104 650 7 27,765 26,742 1,023 4 
    Investment and other income1,132 1,643 (511)(31)3,273 3,651 (378)(10)
    Total revenues113,161 100,820 12,341 12 334,352 299,471 34,881 12 
    Operating costs:
    Medical costs79,958 65,957 14,001 21 231,954 197,150 34,804 18 
    Operating costs15,223 13,280 1,943 15 42,595 40,519 2,076 5 
    Cost of products sold12,566 11,834 732 6 37,975 34,230 3,745 11 
    Depreciation and amortization1,099 1,041 58 6 3,244 3,058 186 6 
    Total operating costs108,846 92,112 16,734 18 315,768 274,957 40,811 15 
    Earnings from operations4,315 8,708 (4,393)(50)18,584 24,514 (5,930)(24)
    Interest expense(1,003)(1,074)71 (7)(3,028)(2,903)(125)4 
    Loss on sale of subsidiary and subsidiaries held for sale(83)(20)(63)315 (139)(8,331)8,192 (98)
    Earnings before income taxes3,229 7,614 (4,385)(58)15,417 13,280 2,137 16 
    Provision for income taxes(686)(1,356)670 (49)(2,828)(3,822)994 (26)
    Net earnings2,543 6,258 (3,715)(59)12,589 9,458 3,131 33 
    Earnings attributable to noncontrolling interests(195)(203)8 (4)(543)(596)53 (9)
    Net earnings attributable to UnitedHealth Group common shareholders$2,348 $6,055 $(3,707)(61)%$12,046 $8,862 $3,184 36 %
    Diluted earnings per share attributable to UnitedHealth Group common shareholders $2.59 $6.51 $(3.92)$13.21 $9.53 $3.68 
    Medical care ratio (a)89.9 %85.2 %4.7 %88.1 %84.9 %3.2 %
    Operating cost ratio13.5 13.2 0.3 12.7 13.5 (0.8)
    Operating margin3.8 8.6 (4.8)5.6 8.2 (2.6)
    Tax rate21.2 17.8 3.4 18.3 28.8 (10.5)
    Net earnings margin (b)2.1 6.0 (3.9)3.6 3.0 0.6 
    Return on equity (c)9.9 %26.3 %(16.4)17.0 %13.2 %3.8 
    (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. For the nine months ended September 30, 2025, the MCR also increased due to decreased favorable reserve development, partially offset by the incremental medical costs for accommodations made to 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 decreased the MCR for the three months ended September 30, 2025 and increased the MCR for the nine months ended September 30, 2025.
    Operating Cost Ratio
    The operating cost ratio 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 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 for the nine months ended September 30, 2025 due to non-deductible losses on the sale of subsidiary and subsidiaries held for sale in 2024.
    Reportable Segments
    See Note 10 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 Ended
    September 30,
    Increase/
    (Decrease)
    Nine Months Ended
     September 30,
    Increase/
    (Decrease)
    (in millions, except percentages)202520242025 vs. 2024202520242025 vs. 2024
    Revenues
    UnitedHealthcare$87,070 $74,853 $12,217 16 %$257,790 $224,076 $33,714 15 %
    Optum Health25,900 25,917 (17)— 76,414 79,698 (3,284)(4)
    Optum Insight4,915 4,931 (16)— 14,373 13,976 397 3 
    Optum Rx39,679 34,207 5,472 16 113,270 97,457 15,813 16 
    Optum eliminations(1,317)(1,130)(187)17 (3,770)(3,275)(495)15 
    Optum69,177 63,925 5,252 8 200,287 187,856 12,431 7 
    Eliminations(43,086)(37,958)(5,128)14 (123,725)(112,461)(11,264)10 
    Consolidated revenues$113,161 $100,820 $12,34112 %$334,352 $299,471 $34,881 12 %
    Earnings from operations
    UnitedHealthcare$1,805 $4,212 $(2,407)(57)%$9,106 $12,611 $(3,505)(28)%
    Optum Health255 2,161 (1,906)(88)2,505 5,979 (3,474)(58)
    Optum Insight706 791 (85)(11)2,665 1,827 838 46 
    Optum Rx1,549 1,544 5 — 4,308 4,097 211 5 
    Optum2,510 4,496 (1,986)(44)9,478 11,903 (2,425)(20)
    Consolidated earnings from operations$4,315 $8,708 $(4,393)(50)%$18,584 $24,514 $(5,930)(24)%
    Operating margin
    UnitedHealthcare2.1 %5.6 %(3.5)%3.5 %5.6 %(2.1)%
    Optum Health1.0 8.3 (7.3)3.3 7.5 (4.2)
    Optum Insight14.4 16.0 (1.6)18.5 13.1 5.4 
    Optum Rx3.9 4.5 (0.6)3.8 4.2 (0.4)
    Optum3.6 7.0 (3.4)4.7 6.3 (1.6)
    Consolidated operating margin3.8 %8.6 %(4.8)%5.6 %8.2 %(2.6)%
    UnitedHealthcare
    The following table summarizes UnitedHealthcare revenues by business:
     Three Months Ended
    September 30,
    Increase/
    (Decrease)
    Nine Months Ended
    September 30,
    Increase/
    (Decrease)
    (in millions, except percentages)202520242025 vs. 2024202520242025 vs. 2024
    UnitedHealthcare Employer & Individual - Domestic$19,049 $18,985 $64 — %$57,065 $55,470 $1,595 3 %
    UnitedHealthcare Employer & Individual - Global826 769 57 7 2,427 2,892 (465)(16)
    UnitedHealthcare Employer & Individual - Total19,875 19,754 121 1 59,492 58,362 1,130 2 
    UnitedHealthcare Medicare & Retirement43,356 34,904 8,452 24 127,684 105,294 22,390 21 
    UnitedHealthcare Community & State23,839 20,195 3,644 18 70,614 60,420 10,194 17 
    Total UnitedHealthcare revenues$87,070 $74,853 $12,217 16 %$257,790 $224,076 $33,714 15 %
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    The following table summarizes the number of people served by our UnitedHealthcare businesses, by major market segment and funding arrangement:
    September 30,Increase/(Decrease)
    (in thousands, except percentages)202520242025 vs. 2024
    Commercial:
    Risk-based8,440 8,900 (460)(5)%
    Fee-based21,490 20,830 660 3 
    Total Commercial29,930 29,730 200 1 
    Medicare Advantage8,435 7,810 625 8 
    Medicaid7,460 7,450 10 — 
    Medicare Supplement (Standardized)4,300 4,340 (40)(1)
    Total Community and Senior20,195 19,600 595 3 
    Total UnitedHealthcare - Medical50,125 49,330 795 2 %
    Supplemental Data:
    Medicare Part D stand-alone2,795 3,055 (260)(9)%
    South American businesses held for sale1,160 1,335 (175)(13)%
    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 and Medicaid 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 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 in 2024. 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 decreased gains related to business portfolio refinement, partially offset by cost management initiatives. For the three months ended 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. Optum Health served approximately 96 million people and 104 million people as of September 30, 2025 and September 30, 2024, respectively.
    Optum Insight
    Revenues and earnings from operations at Optum Insight decreased for the three months ended September 30, 2025 due to lower volumes within business services, partially offset by growth in technology services and decreased impacts related to the Change Healthcare cyberattack. Revenues and earnings from operations increased for the nine months ended September 30, 2025 due to decreased impacts related to the Change Healthcare cyberattack and growth in technology services, partially offset by lower volumes within business services.

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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
     Nine Months Ended September 30,Increase/(Decrease)
    (in millions)202520242025 vs. 2024
    Sources of cash:
    Cash provided by operating activities$18,589 $21,835 $(3,246)
    Issuances of short-term borrowings and long-term debt, net of repayments2,438 15,120 (12,682)
    Proceeds from common stock issuances803 1,611 (808)
    Sales and maturities of investments, net of purchases1,657 1,852 (195)
    Repayments of care provider loans - cyberattack1,543 3,189 (1,646)
    Total sources of cash25,030 43,607 (18,577)
    Uses of cash:
    Common stock repurchases(5,545)(4,028)(1,517)
    Cash paid for acquisitions and other transactions, net of cash assumed(4,436)(11,674)7,238 
    Purchases of property, equipment and capitalized software(2,674)(2,587)(87)
    Cash dividends paid(5,914)(5,601)(313)
    Loans to care providers - cyberattack— (8,904)8,904 
    Customer funds administered(1,792)(1,059)(733)
    Other(2,767)(2,497)(270)
    Total uses of cash(23,128)(36,350)13,222 
    Effect of exchange rate changes on cash and cash equivalents25 (30)55 
    Increase in cash and cash equivalents, including cash within businesses held for sale$1,927 $7,227 $(5,300)
    Less: net increase in cash within businesses held for sale(29)(254)225 
    Net increase in cash and cash equivalents$1,898 $6,973 $(5,075)
    2025 Cash Flows Compared to 2024 Cash Flows
    Decreased cash flows provided by operating activities were driven by decreased net earnings, partially offset by changes in working capital accounts and the impacts of the Change Healthcare cyberattack 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 other 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 September 30, 2025, our cash, cash equivalent, available-for-sale debt securities and marketable equity securities balances of $76.3 billion included approximately $27.2 billion of cash and cash equivalents (of which $1.2 billion was available for general corporate use), $46.8 billion of debt securities and $2.2 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 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.

    23

    Table of Contents
    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 nine months ended 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.
    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 September 30, 2025 were as follows:
      
    Moody’sS&P GlobalFitchA.M. Best
     RatingsOutlookRatingsOutlookRatingsOutlookRatingsOutlook
    Senior unsecured debtA2NegativeA+NegativeANegativeA-Stable
    Commercial paperP-1n/aA-1n/aF1n/aAMB-1n/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. We entered into various agreements with reinsurers that could limit our risk of loss under certain circumstances, thus reducing our capital and surplus requirements. These agreements do not qualify for reinsurance accounting and are therefore accounted for under deposit accounting.
    While we continue to maintain significant levels of excess statutory capital in our subsidiaries, the amount of dividends our subsidiaries are able to pay to their parent companies during the remainder of 2025 will be impacted. During the nine months ended September 30, 2025, our domestic insurance and HMO subsidiaries paid their parent companies dividends, net of capital infusions, 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.
    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.
    24

    Table of Contents
    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.
    25

    Table of Contents
    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 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):
    September 30, 2025
    Increase (Decrease) in Market Interest RateInvestment
    Income Per
    Annum
    Interest
    Expense Per
    Annum
    Fair Value of
    Financial Assets
    Fair Value of
    Financial Liabilities
    2 %$728 $576 $(4,249)$(9,525)
    1364 288 (2,170)(5,160)
    (1)(364)(273)2,210 6,284 
    (2)(728)(544)4,421 13,949 
    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 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 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 September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
    26

    Table of Contents
    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
    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.
    There 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.
    ITEM 5.    OTHER INFORMATION
    Trading Arrangements
    During the quarter ended 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.

    27

    Table of Contents
    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 September 2, 2025, between United HealthCare Services, Inc. and Wayne 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.INSXBRL 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.SCHInline XBRL Taxonomy Extension Schema Document.
    101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
    101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
    101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
    101.PREInline 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.
    28

    Table of Contents
    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:October 28, 2025
    Stephen Hemsley  
    /s/ WAYNE DEVEYDT
    Chief Financial Officer
    (principal financial officer)
    Dated:October 28, 2025
    Wayne DeVeydt  
    /s/ THOMAS ROOS
    Senior Vice President and
    Chief Accounting Officer
    (principal accounting officer)
    Dated:October 28, 2025
    Thomas Roos  
    29
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    President & CFO Rex John F bought $4,999,919 worth of shares (17,175 units at $291.12), increasing direct ownership by 9% to 203,796 units (SEC Form 4)

    4 - UNITEDHEALTH GROUP INC (0000731766) (Issuer)

    5/16/25 6:11:47 PM ET
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    CEO, UHG Hemsley Stephen J bought $25,019,019 worth of shares (86,700 units at $288.57), increasing direct ownership by 15% to 679,493 units (SEC Form 4)

    4 - UNITEDHEALTH GROUP INC (0000731766) (Issuer)

    5/16/25 6:11:45 PM ET
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    Director Flynn Timothy Patrick bought $491,786 worth of shares (1,533 units at $320.80) (SEC Form 4)

    4 - UNITEDHEALTH GROUP INC (0000731766) (Issuer)

    5/16/25 12:28:22 PM ET
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    SEC Filings

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    SEC Form 10-Q filed by UnitedHealth Group Incorporated

    10-Q - UNITEDHEALTH GROUP INC (0000731766) (Filer)

    10/28/25 4:09:07 PM ET
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    UnitedHealth Group Incorporated filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

    8-K - UNITEDHEALTH GROUP INC (0000731766) (Filer)

    10/28/25 6:02:08 AM ET
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    Amendment: UnitedHealth Group Incorporated filed SEC Form 8-K: Regulation FD Disclosure

    8-K/A - UNITEDHEALTH GROUP INC (0000731766) (Filer)

    9/9/25 7:00:13 AM ET
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    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

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    UnitedHealth downgraded by Deutsche Bank with a new price target

    Deutsche Bank downgraded UnitedHealth from Buy to Hold and set a new price target of $333.00

    10/29/25 7:53:31 AM ET
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    Goldman initiated coverage on UnitedHealth with a new price target

    Goldman initiated coverage of UnitedHealth with a rating of Buy and set a new price target of $406.00

    10/14/25 8:54:29 AM ET
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    Medical Specialities
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    UnitedHealth downgraded by Robert W. Baird with a new price target

    Robert W. Baird downgraded UnitedHealth from Neutral to Underperform and set a new price target of $198.00

    7/31/25 7:58:50 AM ET
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    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

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    Director Garcia Paul R was granted 260 shares, increasing direct ownership by 9% to 3,021 units (SEC Form 4)

    4 - UNITEDHEALTH GROUP INC (0000731766) (Issuer)

    10/3/25 4:20:09 PM ET
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    Medical Specialities
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    Director Mcnabb Frederick William Iii was granted 289 shares, increasing direct ownership by 2% to 14,341 units (SEC Form 4)

    4 - UNITEDHEALTH GROUP INC (0000731766) (Issuer)

    10/3/25 4:19:59 PM ET
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    Medical Specialities
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    Director Gil Kristen was granted 162 shares, increasing direct ownership by 9% to 1,900 units (SEC Form 4)

    4 - UNITEDHEALTH GROUP INC (0000731766) (Issuer)

    10/3/25 4:19:44 PM ET
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    Financials

    Live finance-specific insights

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    UnitedHealth Group Reports Third Quarter 2025 Results and Raises Full Year 2025 Earnings Outlook

    Third Quarter 2025 Revenues of $113.2 Billion Grew 12% Year-Over-Year Third Quarter Earnings of $2.59 Per Share, Adjusted Earnings $2.92 Per Share Cash Flows from Operations were $5.9 Billion, or 2.3x Net Income Raises Full Year 2025 Earnings Outlook to at least $14.90 Per Share; Adjusted Earnings of at least $16.25 Per Share UnitedHealth Group (NYSE:UNH) reported third quarter 2025 results, reflecting the continued execution on its performance agenda, refocus on its mission and culture, and return to sustained growth. "We remain focused on strengthening performance and positioning for durable and accelerating growth in 2026 and beyond, and our results this quarter reflect so

    10/28/25 5:55:00 AM ET
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    AM Best Downgrades Credit Ratings of UnitedHealth Group Incorporated and Its Subsidiaries; Revises Outlooks to Stable

    AM Best has downgraded the Long-Term Issuer Credit Ratings (Long-Term ICR) to "a-" (Excellent) from "a" (Excellent) and the Long and Short-Term Issue Credit Ratings (Long-Term IR; Short-Term IR) of UnitedHealth Group Incorporated (UnitedHealth Group) (Minnetonka, MN) (NYSE:UNH). Concurrently AM Best has downgraded the Financial Strength Rating (FSR) to A (Excellent) from A+ (Superior) and the Long-Term ICRs to "a+" (Excellent) from "aa-" (Superior) of the health and dental insurance subsidiaries of UnitedHealth Group, collectively referred to as UnitedHealthcare. The outlook of these Credit Ratings (ratings) has been revised to stable from negative. (See link below for a detailed listing of

    8/28/25 4:18:00 PM ET
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    UnitedHealth Group Board Authorizes Payment of Quarterly Dividend

    The UnitedHealth Group (NYSE:UNH) board of directors has authorized payment of a cash dividend of $2.21 per share, to be paid on September 23, 2025, to all shareholders of record of UNH common stock as of the close of business September 15, 2025. About UnitedHealth Group UnitedHealth Group (NYSE:UNH) 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 through two distinct and complementary businesses. Optum delivers care aided by technology and data, empowering people, partners and providers with the guidance and tools they need to achieve better health. UnitedHealthcare offers a full range o

    8/13/25 6:50:00 AM ET
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    Leadership Updates

    Live Leadership Updates

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    Twilio Set to Join S&P MidCap 400

    NEW YORK, Aug. 14, 2025 /PRNewswire/ -- Twilio Inc. (NYSE:TWLO) will replace Amedisys Inc. (NASD: AMED) in the S&P MidCap 400 effective prior to the opening of trading on Tuesday, August 19. S&P 500 and S&P 100 constituent UnitedHealth Group Inc. (NYSE:UNH) acquired Amedisys in a deal completed today. Following is a summary of the changes that will take place prior to the open of trading on the effective date: Effective Date Index Name       Action Company Name Ticker GICS Sector August 19, 2025 S&P MidCap 400 Addition Twilio TWLO Information Technology August 19, 2025 S&P MidCap 400 Deletion Amedisys AMED Health Care For more information about S&P Dow Jones Indices, please visit www.spdji

    8/14/25 6:08:00 PM ET
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    Finance: Consumer Services
    Finance

    UnitedHealth Group Investors: Please contact the Portnoy Law Firm to recover your losses. July 7, 2025 Deadline to file Lead Plaintiff Motion.

    Investors can contact the law firm at no cost to learn more about recovering their losses LOS ANGELES, May 13, 2025 (GLOBE NEWSWIRE) --  The Portnoy Law Firm advises UnitedHealth Group ("UnitedHealth" or the "Company") (NYSE:UNH) UnitedHealth investors have until July 7, 2025 to file a lead plaintiff motion. Investors are encouraged to contact attorney Lesley F. Portnoy, by phone 310-692-8883 or email: [email protected], to discuss their legal rights, or click here to join the case. The Portnoy Law Firm can provide a complimentary case evaluation and discuss investors' options for pursuing claims to recover their losses. UnitedHealth is a health insurance and health care services pr

    5/13/25 5:59:56 PM ET
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    Charlie Baker Joins UnitedHealth Group's Board of Directors

    UnitedHealth Group (NYSE:UNH) announced Charlie Baker, the former governor of Massachusetts and a prominent former health care executive, has been appointed to its Board of Directors, effective immediately. "Charlie Baker's leadership and deep health care experience will serve UnitedHealth Group well in its efforts to make the health system work better for everyone," said UnitedHealth Group Board Chairman Stephen J. Hemsley. "Charlie is an outstanding addition to our board given his proven track record in government and in leading businesses in the health sector, including care delivery and benefits." "UnitedHealth Group has unique capabilities to improve health care outcomes, lower cos

    11/3/23 4:00:00 PM ET
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    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

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    SEC Form SC 13G/A filed by UnitedHealth Group Incorporated (Amendment)

    SC 13G/A - UNITEDHEALTH GROUP INC (0000731766) (Subject)

    2/13/24 5:16:09 PM ET
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    SEC Form SC 13G/A filed by UnitedHealth Group Incorporated (Amendment)

    SC 13G/A - UNITEDHEALTH GROUP INC (0000731766) (Subject)

    2/9/24 10:05:20 AM ET
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    SEC Form SC 13G/A filed by UnitedHealth Group Incorporated (Amendment)

    SC 13G/A - UNITEDHEALTH GROUP INC (0000731766) (Subject)

    2/9/23 12:39:51 PM ET
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