UNITEDHEALTH GROUP INC 10-Q

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 8 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. 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. 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. 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. 14 Table of Contents 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. 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 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. 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 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 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 three months ended March 31, 2025 were $5.5 billion. 15 Table of Contents 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 March 31, Increase/ (Decrease) 2025 2024 2025 vs. 2024 Revenues: Premiums $ 86,534 $ 77,988 $ 8,546 11 % Products 13,036 11,909 1,127 9 Services 8,972 8,888 84 1 Investment and other income 1,033 1,011 22 2 Total revenues 109,575 99,796 9,779 10 Operating costs: Medical costs 73,411 65,735 7,676 12 Operating costs 13,594 14,077 (483) (3) Cost of products sold 12,390 11,056 1,334 12 Depreciation and amortization 1,061 997 64 6 Total operating costs 100,456 91,865 8,591 9 Earnings from operations 9,119 7,931 1,188 15 Interest expense (998) (844) (154) 18 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 (loss) 6,474 (1,221) 7,695 nm Earnings attributable to noncontrolling interests (182) (188) 6 (3) 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 % Operating cost ratio 12.4 14.1 (1.7) Operating margin 8.3 7.9 0.4 Tax rate 20.1 nm nm Net earnings margin (b) 5.7 (1.4) 7.1 Return on equity (c) 26.8 % nm nm nm = not meaningful (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. 2025 RESULTS OF OPERATIONS COMPARED TO 2024 RESULTS OF OPERATIONS Consolidated Financial Results Revenues 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, 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. 16 Table of Contents Operating Cost Ratio 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 See Note 8 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. The following table presents a summary of the reportable segment financial information: Three Months Ended March 31, Increase/ (Decrease) (in millions, except percentages) 2025 2024 2025 vs. 2024 Revenues UnitedHealthcare $ 84,617 $ 75,357 $ 9,260 12 % Optum Health 25,309 26,731 (1,422) (5) Optum Insight 4,630 4,502 128 3 Optum Rx 35,132 30,835 4,297 14 Optum eliminations (1,186) (1,016) (170) 17 Optum 63,885 61,052 2,833 5 Eliminations (38,927) (36,613) (2,314) 6 Consolidated revenues $ 109,575 $ 99,796 $ 9,779 10 % Earnings from operations UnitedHealthcare $ 5,226 $ 4,395 $ 831 19 % Optum Health 1,614 1,899 (285) (15) Optum Insight 961 490 471 96 Optum Rx 1,318 1,147 171 15 Optum 3,893 3,536 357 10 Consolidated earnings from operations $ 9,119 $ 7,931 $ 1,188 15 % Operating margin UnitedHealthcare 6.2 % 5.8 % 0.4 % Optum Health 6.4 7.1 (0.7) Optum Insight 20.8 10.9 9.9 Optum Rx 3.8 3.7 0.1 Optum 6.1 5.8 0.3 Consolidated operating margin 8.3 % 7.9 % 0.4 % UnitedHealthcare The following table summarizes UnitedHealthcare revenues by business: Three Months Ended March 31, Increase/ (Decrease) (in millions, except percentages) 2025 2024 2025 vs. 2024 UnitedHealthcare Employer & Individual - Domestic $ 19,066 $ 17,839 $ 1,227 7 % UnitedHealthcare Employer & Individual - Global 782 1,532 (750) (49) UnitedHealthcare Employer & Individual - Total 19,848 19,371 477 2 UnitedHealthcare Medicare & Retirement 41,705 35,486 6,219 18 UnitedHealthcare Community & State 23,064 20,500 2,564 13 Total UnitedHealthcare revenues $ 84,617 $ 75,357 $ 9,260 12 % 17 Table of Contents The following table summarizes the number of people served by our UnitedHealthcare businesses, by major market segment and funding arrangement: March 31, Increase/(Decrease) (in thousands, except percentages) 2025 2024 2025 vs. 2024 Commercial: Risk-based 8,410 8,545 (135) (2) % Fee-based 21,590 20,870 720 3 Total Commercial 30,000 29,415 585 2 Medicare Advantage 8,245 7,760 485 6 Medicaid 7,570 7,680 (110) (1) Medicare Supplement (Standardized) 4,310 4,325 (15) — Total Community and Senior 20,125 19,765 360 2 Total UnitedHealthcare - Medical 50,125 49,180 945 2 Supplemental Data: Medicare Part D stand-alone 2,835 3,085 (250) (8) % 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. Optum 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: 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 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 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. Optum Rx Revenues and earnings from operations at Optum Rx increased due to higher script volumes from both new clients and growth in existing clients and growth in pharmacy services. Earnings from operations also increased due to operating cost efficiencies. Optum Rx fulfilled 408 million and 395 million adjusted scripts in the first quarters of 2025 and 2024, respectively. 18 Table of Contents LIQUIDITY, FINANCIAL CONDITION AND CAPITAL RESOURCES Liquidity Summary of our Major Sources and Uses of Cash and Cash Equivalents Three Months Ended March 31, Increase/(Decrease) (in millions) 2025 2024 2025 vs. 2024 Sources of cash: Cash provided by operating activities $ 5,456 $ 1,144 $ 4,312 Issuances of short-term borrowings and long-term debt, net of repayments 3,911 11,364 (7,453) Proceeds from common stock issuances 360 486 (126) Customer funds administered 1,245 1,745 (500) Sales and maturities of investments, net of purchases 1,217 492 725 Repayments of care provider loans - cyberattack 891 — 891 Total sources of cash 13,080 15,231 (2,151) Uses of cash: Common stock repurchases (3,000) (3,072) 72 Cash paid for acquisitions and other transactions, net of cash assumed (702) (3,006) 2,304 Purchases of property, equipment and capitalized software (898) (743) (155) Cash dividends paid (1,912) (1,729) (183) Loans to care providers - cyberattack — (2,164) 2,164 Other (1,087) (1,482) 395 Total uses of cash (7,599) (12,196) 4,597 Effect of exchange rate changes on cash and cash equivalents 15 (48) 63 Increase in cash and cash equivalents, including cash within businesses held for sale $ 5,496 $ 2,987 $ 2,509 Less: 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 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 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 4.2 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. 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 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. We continually evaluate opportunities to expand our operations, including through internal development of new products, programs and technology applications and business combinations. 19 Table of Contents 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 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 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 March 31, 2025 were as follows: Moody’s S&P Global Fitch A.M. Best Ratings Outlook Ratings Outlook Ratings Outlook Ratings Outlook Senior unsecured debt A2 Stable A+ Stable A Stable A Stable Commercial paper P-1 n/a A-1 n/a F1 n/a AMB-1+ n/a The availability of financing in the form of debt or equity is influenced by many factors, including our profitability, operating cash flows, debt levels, credit ratings, debt covenants and other contractual restrictions, regulatory requirements and economic and market conditions. A significant downgrade in our credit ratings or adverse conditions in the capital markets may increase the cost of borrowing for us or limit our access to capital. Share Repurchase Program. 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. Dividends. 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. 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. 20 Table of Contents 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 action relating to the risk adjustment submission matter; 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.