What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-07 compared with 2024-11-04 · 70 added, 107 removed, 206 unchanged (46% of the section changed)

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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 8 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.

Change Healthcare Cyberattack

As previously announced, on February 21, 2024, we identified that cybercrime threat actors had gained access to certain Change Healthcare information technology systems.

Upon detection of this outside threat, we isolated the impacted systems to protect our partners and customers.

We have made substantial progress in mitigating the impact to consumers and care providers of the unprecedented cyberattack on the U.S.

health system and have restored the majority of the affected Change Healthcare services.

To support care providers we provided interest-free loans of nearly $9 billion through September 30, 2024.

For the three and nine months ended September 30, 2024, we incurred $341 million and $1.7 billion of direct response costs, respectively;

including increased medical care expenditures, as we suspended some care management activities to help care providers with their workflow processes;

costs associated with providing interest-free loans;

notifications of impacted persons;

and network restoration.

Optum Insight also experienced estimated business disruption impacts of $134 million and $747 million for the three and nine months ended September 30, 2024, respectively, reflecting lost revenue while maintaining full readiness of the affected Change Healthcare services.

We expect to continue to incur direct response costs and experience business disruption impacts over the remainder of the year, which will continue at a lesser extent in 2025 as we work to bring transaction volumes back to pre-event levels and win new business.

Based upon our ongoing review of the impacted data, we have found files containing protected health information (PHI) or personally identifiable information (PII), which cover a substantial proportion of people in America.

In June 2024, Change Healthcare gave public notice of the breach under the Health Insurance Portability and Accountability Act (HIPAA) and began notifying affected customer entities in June and individuals in late July.

The investigation of impacted data is ongoing.

possible that future risks and uncertainties resulting from the Change Healthcare cyberattack, including risks related to impacted data, litigation, reputational harm, and regulatory actions could adversely affect our financial condition or results of operations.

Business Trends

Our businesses participate in the United States and certain other international health markets.

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.

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Pricing Trends.

To price our health care benefits, products and services, we start with our view of expected future costs, including medical cost trends, inflation and labor market dynamics.

We frequently evaluate and adjust our approach in each of the local markets we serve, considering all 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.

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.

We frequently evaluate and adjust our approach in each of the local markets we serve, considering relevant factors, such as product positioning, price competitiveness and environmental, competitive, legislative and regulatory considerations, including minimum medical loss ratio thresholds and similar revenue adjustments.

We will continue seeking to balance growth and profitability across all these dimensions.

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We expect broad-based competition to continue as the industry adapts to individual and employer needs.

Government programs in the community and senior sector tend to receive lower rates of increase than the commercial market due to governmental budget pressures and lower cost trends.

Medicare Advantage funding continues to be pressured, as discussed below in “ R egulatory 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.

The Medicaid redetermination process has caused a timing mismatch between the health status of people served through Medicaid and state rate updates.

While the updated rates in 2025 more closely align with 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.

Medical Cost Trends.

Our medical cost trends primarily relate to changes in unit costs, care activity and prescription drug costs.

As expected and contemplated in our benefits design, we have continued to observe increased care patterns, primarily related to outpatient procedures for seniors, which may continue in future periods.

In the third quarter, we also experienced higher medical costs due to a pronounced upshift in coding intensity by hospitals and an acceleration of the prescribing of certain high-cost specialty medications, primarily those used to treat cardiovascular disease, auto-immune disorders and cancer.

We endeavor to mitigate these increases by engaging hospitals, physicians and consumers with information and helping them make clinically sound choices, with the objective of helping them achieve quality, affordable care.

As a result of the Change Healthcare cyberattack, we incurred medical costs related to the impact of the temporary suspension of some care management activities, impacting our UnitedHealthcare and Optum Health businesses, to help care providers with their workflow processes.

Early in the second quarter we resumed these activities.

For the nine months ended September 30, 2024, medical costs related to the temporary suspension of some care management activities were $630 million.

Medicaid Redeterminations.

Medicaid redeterminations have impacted the number of people served through our Medicaid offerings, partially offset by an increase in consumers served through our commercial offerings as we endeavor to ensure that people and families have continued access to care.

The Medicaid redetermination process has also caused a timing mismatch between the current health status of people served through Medicaid and state rate updates, which remain well short of current care activity.

We have observed increased care patterns, more notably related to physician and outpatient care for seniors served through Medicare Advantage, that are above what we expected and contemplated in our benefits design.

These elevated care patterns may continue in future periods.

Additionally, 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.

Regulatory Trends and Uncertainties

Medicare Advantage Rates.

Medicare Advantage rate notices over the years have at times resulted in industry base rates well below the industry forward medical cost trend.

For example, the Final Notices for 2024 and 2025 rates resulted in an industry base rate decrease, both well short of an increasing industry forward medical cost trend, creating continued pressure in the Medicare Advantage program.

Further, substantial revisions to the risk adjustment model, which serves to adjust rates to reflect a patient’s health status and care resource needs, will result in reduced funding and potentially benefits for people, especially those with some of the greatest health and social challenges.

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.

The compounding impact of the previous multi-year rate shortfalls creates 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 and will result in reduced funding and potentially benefits for people, especially those with some of the greatest health and social challenges.

As a result of ongoing Medicare funding pressures, there are adjustments we can make to partially offset these rate pressures and reductions for a particular period.

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SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMS

The following summarizes select third quarter 2024 year-over-year operating comparisons to third quarter 2023 and other financial results.

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

• Consolidated revenues grew 10%, UnitedHealthcare revenues grew 12% and Optum revenues grew 5%.

• UnitedHealthcare served 2.0 million more people domestically, driven by growth in commercial offerings, partially offset by the impact of Medicaid redeterminations.

• Consolidated earnings from operations of $8.7 billion compared to $8.5 billion last year.

• UnitedHealthcare served 945,000 more people, driven by growth in commercial offerings and Medicare Advantage.

• Consolidated earnings from operations of $9.1 billion compared to $7.9 billion last year, with 2024 impacted by the Change Healthcare cyberattack.

• Diluted earnings per common share was $6.85.

• Cash flows from operations for the nine months ended September 30, 2024 were $21.8 billion.

• Cash flows from operations for the three months ended March 31, 2025 were $5.5 billion.

RESULTS SUMMARY

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(in millions, except percentages and per share data) Three Months Ended

September 30, Increase/

(Decrease) Nine Months Ended

September 30, Increase/

2024 2023 2024 vs.

March 31, Increase/

2025 2024 2025 vs.

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Interest expense (998) (844) (154) 18

Loss on sale of subsidiary and subsidiaries held for sale (20) — (20) nm (8,331) — (8,331) nm

Earnings before income taxes 7,614 7,692 (78) (1) 13,280 22,253 (8,973) (40)

Loss on sale of subsidiary and subsidiaries held for sale (15) (7,086) 7,071 nm

Earnings before income taxes 8,106 1 8,105 nm

Provision for income taxes (1,632) (1,222) (410) 34

Net earnings 6,258 6,038 220 4 9,458 17,469 (8,011) (46)

Net earnings (loss) 6,474 (1,221) 7,695 nm

Earnings attributable to noncontrolling interests (182) (188) 6 (3)

Net earnings attributable to UnitedHealth Group common shareholders $ 6,055 $ 5,841 $ 214 4 $ 8,862 $ 16,926 $ (8,064) (48)

Diluted earnings per share attributable to UnitedHealth Group common shareholders $ 6.51 $ 6.24 $ 0.27 $ 9.53 $ 18.01 $ (8.48)

Net earnings (loss) attributable to UnitedHealth Group common shareholders $ 6,292 $ (1,409) $ 7,701 nm

Diluted earnings (loss) per share attributable to UnitedHealth Group common shareholders $ 6.85 $ (1.53) $ 8.38

Medical care ratio (a) 84.8 % 84.3 % 0.5 %

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Operating margin 8.3 7.9 0.4

Tax rate 17.8 21.5 (3.7) 28.8 21.5 7.3

Tax rate 20.1 nm nm

Net earnings margin (b) 5.7 (1.4) 7.1

Return on equity (c) 26.3% 28.0% (1.7) 13.2% 27.7% (14.5)

Return on equity (c) 26.8 % nm nm

nm = not meaningful

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Consolidated Financial Results

The increases in revenues were primarily driven by growth in Optum Rx and Optum Health, growth across our UnitedHealthcare domestic offerings and pricing trends, partially offset by decreased UnitedHealthcare international revenue due to the sale of our Brazil operations.

The increases in revenues were primarily driven by growth across our UnitedHealthcare domestic offerings and Optum Rx and pricing trends.

Medical Costs and MCR

Medical costs increased primarily due to growth in people served through Medicare Advantage, those with higher acuity needs and domestic commercial offerings.

The MCR increased as a result of the revenue effects of the Medicare funding reductions, decreased favorable reserve development and member mix.

For the nine months ended September 30, 2024, the MCR also increased due to incremental medical costs for accommodations made to care providers as a result of the Change Healthcare cyberattack.

Medical costs increased primarily due to growth in people served through Medicare Advantage, domestic commercial offerings and those with higher acuity needs;

the IRA-driven impacts on Medicare Part D plans and elevated care patterns.

The MCR increased as a result of the revenue effects of the Medicare funding reductions, the member profile of newly added patients under value-based care arrangements and elevated care patterns for seniors served through Medicare Advantage, partially offset by the seasonal impacts of the IRA on Medicare Part D and the incremental medical costs for accommodations made to care providers as a results of the Change Healthcare cyberattack incurred in 2024.

Operating Cost Ratio

The operating cost ratio decreased primarily due to operating cost management and business portfolio and asset dispositions, partially offset by the impact of our direct response efforts to the Change Healthcare cyberattack and investments to support future growth.

Loss on Sale of Subsidiary and Subsidiaries Held for Sale

On February 6, 2024, the Company completed the sale of its Brazil operations.

During the nine months ended September 30, 2024, we recorded a loss of $7.1 billion, of which $4.1 billion related to the impact of cumulative foreign currency translation losses previously included in accumulated other comprehensive loss.

In the second quarter of 2024, the Company initiated a plan to sell its remaining South American operations, which were classified as held for sale as of September 30, 2024.

As a result, the Company recorded a loss of $1.2 billion, of which $876 million related to the impact of cumulative foreign currency translation losses.

The operating cost ratio decreased primarily due to operating cost management;

revenue impacts of government programs, including the IRA-driven impacts on Medicare Part D plans;

and our direct response efforts to the Change Healthcare cyberattack incurred in 2024, partially offset by investments to support future growth.

Reportable Segments

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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/

Three Months Ended March 31, Increase/

(in millions, except percentages) 2025 2024 2025 vs.

2023 2024 2023 2024 vs.

UnitedHealthcare $ 84,617 $ 75,357 $ 9,260 12 %

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Three Months Ended

September 30, Increase/

(Decrease) Nine Months Ended

September 30, Increase/

March 31, Increase/

(in millions, except percentages) 2025 2024 2025 vs.

2023 2024 2023 2024 vs.

UnitedHealthcare Employer & Individual - Domestic $ 19,066 $ 17,839 $ 1,227 7 %

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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)

March 31, Increase/(Decrease)

(in thousands, except percentages) 2025 2024 2025 vs.

Commercial - Domestic:

Risk-based 8,410 8,545 (135) (2) %

Fee-based 21,590 20,870 720 3

Total Commercial - Domestic 29,730 27,250 2,480 9

Total Commercial 30,000 29,415 585 2

Medicare Advantage 8,245 7,760 485 6

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Total Community and Senior 20,125 19,765 360 2

Total UnitedHealthcare - Domestic Medical 49,330 47,305 2,025 4

Commercial - Global 1,335 5,475 (4,140) (76)

Total UnitedHealthcare - Medical 50,125 49,180 945 2

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Medicare Part D stand-alone 2,835 3,085 (250) (8) %

UnitedHealthcare’s revenues increased due to growth in the number of people served through Medicare Advantage, domestic commercial offerings and those with higher acuity needs, partially offset by decreased people served globally due to the sale of our Brazil operations and Medicaid offerings due to continued redeterminations.

Earnings from operations decreased due to Medicare Advantage funding reductions, the impacts of Medicaid redeterminations and decreased favorable reserve development, partially offset by the factors impacting revenue above.

For the nine months ended September 30, 2024, earnings from operations also decreased due to incremental medical costs for accommodations to support care providers as a result of the Change Healthcare cyberattack.

Total revenues increased due to growth at Optum Rx and Optum Health.

Earnings from operations increased at Optum Health and Optum Rx, partially offset by the impacts of the Change Healthcare cyberattack.

South American businesses held for sale 1,160 2,295 (1,135) (49) %

UnitedHealthcare’s revenues increased due to growth in the number of people served through Medicare Advantage, fee-based commercial offerings and those with higher acuity needs and the IRA-driven impacts on Medicare Part D plans, partially offset by decreased people served through risk-based commercial offerings and Medicaid redeterminations throughout 2024.

Earnings from operations increased primarily due to growth in people served in Medicare Advantage, the seasonal impact of the IRA on Medicare Part D and the incremental medical costs for accommodations to support care providers as a result of the Change Healthcare cyberattack incurred in 2024, partially offset by the impacts of Medicare Advantage funding reductions and elevated care patterns for seniors served through Medicare Advantage.

Total revenues increased primarily due to growth at Optum Rx, partially offset by Optum Health.

Earnings from operations increased due to the impacts of the Change Healthcare cyberattack incurred in 2024 and growth at Optum Rx.

The results by segment were as follows:

Revenues at Optum Health increased primarily due to organic growth in patients served under value-based care arrangements.

Earnings from operations increased due to cost management initiatives, business portfolio and asset dispositions and increased investment income, partially offset by Medicare Advantage funding reductions and costs associated with serving newly added patients under value-based care arrangements.

Optum Health served approximately 104 million people and 103 million people as of September 30, 2024 and September 30, 2023, respectively.

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 and elevated care patterns for seniors served through Medicare Advantage, partially offset by cost management initiatives and the incremental medical costs for accommodations to support care providers as a result of the Change Cyberattack incurred in 2024.

Optum Health served approximately 99 million people and 104 million people as of March 31, 2025 and March 31, 2024, respectively.

Optum Insight

Revenues at Optum Insight decreased due the business disruption impacts from the Change Healthcare cyberattack, partially offset by growth in technology services.

Earnings from operations decreased primarily due to the business disruption impacts and direct response costs related to the Change Healthcare cyberattack, partially offset by growth in business services.

Revenues at Optum Insight increased due to decreased business disruption impacts related to the Change Healthcare cyberattack.

Earnings from operations at Optum Insight increased due to decreased business disruption impacts and direct response costs related to the Change Healthcare cyberattack.

Revenues and earnings from operations at Optum Rx increased due to higher script volumes from both new clients and growth in existing clients and growth in pharmacy services.

Earnings from operations also increased due to operating cost efficiencies and supply chain initiatives.

Optum Rx fulfilled 407 million and 383 million adjusted scripts in the third quarters of 2024 and 2023, respectively.

Earnings from operations also increased due to operating cost efficiencies.

Optum Rx fulfilled 408 million and 395 million adjusted scripts in the first quarters of 2025 and 2024, respectively.

LIQUIDITY, FINANCIAL CONDITION AND CAPITAL RESOURCES

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

Nine Months Ended September 30, Increase/(Decrease)

Three Months Ended March 31, Increase/(Decrease)

(in millions) 2025 2024 2025 vs.

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Cash paid for acquisitions and other transactions, net of cash assumed (702) (3,006) 2,304

Purchases of investments, net of sales and maturities — (2,850) 2,850

Purchases of property, equipment and capitalized software (898) (743) (155)

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Loans to care providers - cyberattack — (2,164) 2,164

Customer funds administered (1,059) — (1,059)

Other (1,087) (1,482) 395

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Effect of exchange rate changes on cash and cash equivalents 15 (48) 63

Increase in cash and cash equivalents, including cash classified within assets held for sale $ 7,227 $ 15,550 $ (8,323)

net increase in cash classified within assets held for sale (254) — (254)

Increase in cash and cash equivalents, including cash within businesses held for sale $ 5,496 $ 2,987 $ 2,509

net increase in cash within businesses held for sale (91) — (91)

Net increase in cash and cash equivalents $ 5,405 $ 2,987 $ 2,418

2025 Cash Flows Compared to 2024 Cash Flows

Decreased cash flows provided by operating activities were primarily driven by the receipt of the October CMS premium payment of $11.9 billion in September 2023 and Change Healthcare cyberattack response actions.

Other significant changes in sources or uses of cash year-over-year included increased net issuances of short-term borrowings and long-term debt, net sales and maturities of investments and decreased share repurchases, offset by loans to care providers in response to the Change Healthcare cyberattack, increased cash paid for acquisitions and other transactions and decreased customer funds administered.

Increased cash flows provided by operating activities were driven by changes in working capital accounts, the seasonal impact of the IRA on Medicare Part D and the impacts of the Change Healthcare cyberattack incurred in 2024.

Other significant changes in sources or uses of cash year-over-year included net repayments of loans to care providers in response to the Change Healthcare cyberattack, decreased cash paid for acquisitions and increased net sales and maturities of investments, offset by decreased net issuances of short-term borrowings and long-term debt and decreased customer funds administered.

Financial Condition

As of September 30, 2024, our cash, cash equivalent, available-for-sale debt securities and equity securities balances of $83.5 billion included approximately $32.4 billion of cash and cash equivalents (of which $5.2 billion was available for general corporate use), $46.3 billion of debt securities and $4.9 billion of investments in equity securities.

As of March 31, 2025, our cash, cash equivalent, available-for-sale debt securities and marketable equity securities balances of $79.1 billion included approximately $30.7 billion of cash and cash equivalents (of which $1.5 billion was available for general corporate use), $46.4 billion of debt securities and $1.9 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 4.0 years and a weighted-average credit rating of “Double A” as of September 30, 2024.

Our available-for-sale debt securities portfolio had a weighted-average duration of 4.2 years and a weighted-average credit rating of “Double A” as of March 31, 2025.

When multiple credit ratings are available for an individual security, the average of the available ratings is used to determine the weighted-average credit rating.

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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, 2024, there were no material changes to this previously disclosed information outside the ordinary course of business.

During the three months ended March 31, 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.

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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 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 2023 10-K.

Our revolving bank credit facilities contain various covenants, including covenants requiring us to maintain a defined debt to debt-plus-shareholders’ equity ratio of not more than 60%.

As of September 30, 2024, our debt to debt-plus-shareholders’ equity ratio, as defined and calculated under the credit facilities, was approximately 43%.

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 March 31, 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 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 2023 10-K.

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, 2024 were as follows:

Our credit ratings as of March 31, 2025 were as follows:

Moody’s S&P Global Fitch A.M.

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Share Repurchase Program.

During the nine months ended September 30, 2024, we repurchased approximately 7.7 million shares at an average price of $521.21 per share.

In June 2024, our Board of Directors amended our share repurchase program to authorize the repurchase of up to 35 million shares of Common Stock, in addition to all remaining shares authorized to be repurchased under the Board’s 2018 renewal of the program.

As of September 30, 2024, we had Board of Directors’ authorization to purchase up to 42 million shares of our common stock.

During the three months ended March 31, 2025, we repurchased approximately 6.0 million shares at an average price of $503.72 per share.

As of March 31, 2025, we had Board of Directors’ authorization to purchase up to 27 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.

In June 2024, our Board of Directors increased our quarterly cash dividend to an annual rate of $8.40 compared to $7.52 per share, which we had paid since June 2023.

For more information on our dividend, see Note 7 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.

Pending Transactions.

As of September 30, 2024, the Company had entered into transaction agreements in the health care sector, subject to regulatory approval and/or other customary closing conditions.

The total anticipated consideration required for these transactions, excluding the payoff of acquired indebtedness, was approximately $5 billion.

Our quarterly cash dividend to shareholders reflects an annual rate of $8.40.

Pending Acquisitions.

As of March 31, 2025, we have entered into agreements to acquire companies in the health care sector, subject to regulatory approval and other customary closing conditions.

The total anticipated consideration required for these acquisitions, excluding the payoff of acquired indebtedness, was approximately $4 billion.

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

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failure to complete, manage or integrate strategic transactions;

risk and uncertainties associated with the continuing sale of operations in South America;

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;

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis