What changed in this filing

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Item 1. Financial Statements

2025-08-11 compared with 2025-05-07 · 132 added, 41 removed, 391 unchanged (31% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

(in millions, except per share data) March 31,

(in millions, except per share data) June 30,

2025 December 31,

39 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in millions, except per share data) 2025 2024 2025 2024

15 unchanged sentences

Provision for income taxes ( 510 ) ( 1,244 ) ( 2,142 ) ( 2,466 )

Net earnings (loss) 6,474 ( 1,221 )

Net earnings 3,572 4,421 10,046 3,200

Earnings attributable to noncontrolling interests ( 166 ) ( 205 ) ( 348 ) ( 393 )

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

Earnings (loss) per share attributable to UnitedHealth Group common shareholders:

Net earnings attributable to UnitedHealth Group common shareholders $ 3,406 $ 4,216 $ 9,698 $ 2,807

Earnings per share attributable to UnitedHealth Group common shareholders:

Basic $ 3.76 $ 4.58 $ 10.66 $ 3.05

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in millions) 2025 2024 2025 2024

Net earnings (loss) $ 6,474 $ ( 1,221 )

Net earnings $ 3,572 $ 4,421 $ 10,046 $ 3,200

Other comprehensive income:

6 unchanged sentences

Foreign currency translation gains (losses) 131 8 219 ( 285 )

Reclassification adjustment for translation losses included in net earnings (loss) — 4,128

Reclassification adjustment for translation losses included in net earnings — 86 — 4,214

Total foreign currency translation gains 131 94 219 3,929

7 unchanged sentences

Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Nonredeemable Noncontrolling Interests Total

Three months ended March 31,

Three months ended June 30,

(in millions) Shares Amount Net Unrealized (Losses) Gains on Investments Foreign Currency Translation (Losses) Gains

Balance at January 1, 2025 915 $ 9 $ — $ 96,036 $ ( 2,226 ) $ ( 1,161 ) $ 5,610 $ 98,268

Balance at March 31, 2025 910 $ 9 $ — $ 97,934 $ ( 1,832 ) $ ( 1,073 ) $ 5,773 $ 100,811

Net earnings 3,406 149 3,555

8 unchanged sentences

Distribution to nonredeemable noncontrolling interests ( 158 ) ( 158 )

Balance at June 30, 2025 905 $ 9 $ — $ 97,250 $ ( 1,593 ) $ ( 942 ) $ 5,745 $ 100,469

Balance at March 31, 2024 920 $ 9 $ — $ 90,118 $ ( 2,218 ) $ ( 1,221 ) $ 5,682 $ 92,370

Net earnings 4,216 158 4,374

Other comprehensive (loss) income ( 78 ) 94 16

Issuances of common stock, and related tax effects

Share-based compensation

Common share repurchases — — 3 1 4

Cash dividends paid on common shares ($ 2.10 per share)

( 1,935 ) ( 1,935 )

Redeemable noncontrolling interests fair value and other adjustments

( 36 ) ( 36 )

Acquisition and other adjustments of nonredeemable noncontrolling interests ( 338 ) ( 338 )

Distribution to nonredeemable noncontrolling interests

( 185 ) ( 185 )

Balance at June 30, 2024 921 $ 9 $ 373 $ 92,400 $ ( 2,296 ) $ ( 1,127 ) $ 5,317 $ 94,676

See Notes to the Condensed Consolidated Financial Statements

UnitedHealth Group

Condensed Consolidated Statements of Changes in Equity

Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Nonredeemable Noncontrolling Interests Total

Six months ended June 30,

(in millions) Shares Amount Net Unrealized (Losses) Gains on Investments Foreign Currency Translation (Losses) Gains

Balance at January 1, 2025 915 $ 9 $ — $ 96,036 $ ( 2,226 ) $ ( 1,161 ) $ 5,610 $ 98,268

Net (loss) earnings ( 1,409 ) 149 ( 1,260 )

Net earnings 9,698 297 9,995

Other comprehensive income 633 219 852

Issuances of common stock, and related tax effects 2 — 379 379

Share-based compensation 591 591

Common share repurchases ( 12 ) — ( 955 ) ( 4,572 ) ( 5,527 )

Cash dividends paid on common shares ($ 4.31 per share)

( 3,912 ) ( 3,912 )

Redeemable noncontrolling interests fair value and other adjustments ( 15 ) ( 15 )

Acquisition and other adjustments of nonredeemable noncontrolling interests 175 175

Distribution to nonredeemable noncontrolling interests ( 337 ) ( 337 )

Balance at June 30, 2025 905 $ 9 $ — $ 97,250 $ ( 1,593 ) $ ( 942 ) $ 5,745 $ 100,469

Balance at January 1, 2024 924 $ 9 $ — $ 95,774 $ ( 1,971 ) $ ( 5,056 ) $ 5,665 $ 94,421

Net earnings 2,807 307 3,114

Other comprehensive (loss) income ( 325 ) 3,929 3,604

9 unchanged sentences

( 336 ) ( 336 )

Balance at March 31, 2024 920 $ 9 $ — $ 90,118 $ ( 2,218 ) $ ( 1,221 ) $ 5,682 $ 92,370

Balance at June 30, 2024 921 $ 9 $ 373 $ 92,400 $ ( 2,296 ) $ ( 1,127 ) $ 5,317 $ 94,676

See Notes to the Condensed Consolidated Financial Statements

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

Three Months Ended

Six Months Ended

(in millions) 2025 2024

Operating activities

Net earnings (loss) $ 6,474 $ ( 1,221 )

Net earnings $ 10,046 $ 3,200

Noncash items:

26 unchanged sentences

Repayments of long-term debt — ( 1,750 )

Proceeds from short-term borrowings, net 3,911 6,189

(Repayments of) proceeds from short-term borrowings, net ( 1,403 ) 8,615

Proceeds from issuance of long-term debt 2,969 5,925

1 unchanged sentence

Other, net ( 513 ) ( 753 )

Cash flows from financing activities 99 8,231

Cash flows (used for) from financing activities ( 7,848 ) 7,035

Effect of exchange rate changes on cash and cash equivalents 29 ( 44 )

23 unchanged sentences

Revenues - Products and Services

As of March 31, 2025 and December 31, 2024, accounts receivable related to products and services were $ 11.7 billion and $ 9.9 billion, respectively.

As of March 31, 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 $ 12.4 billion, of which approximately half is expected to be recognized in the next three years .

As of June 30, 2025 and December 31, 2024, accounts receivable related to products and services were $ 9.8 billion and $ 9.9 billion, respectively.

As of June 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 $ 11.9 billion, of which approximately half is expected to be recognized in the next three years .

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

(in millions) Amortized

March 31, 2025

June 30, 2025

Debt securities - available-for-sale:

25 unchanged sentences

Total debt securities $ 50,327 $ 62 $ ( 2,962 ) $ 47,427

The Company held $ 5.1 billion and $ 4.9 billion of equity securities as of March 31, 2025 and December 31, 2024, respectively.

The Company held $ 5.4 billion and $ 4.9 billion of equity securities as of June 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 $ 3.4 billion and $ 3.8 billion of equity method investments primarily in operating businesses in the health care sector as of March 31, 2025 and December 31, 2024, respectively.

The allowance for credit losses on held-to-maturity securities at March 31, 2025 and December 31, 2024 was not material.

The amortized cost and fair value of debt securities as of March 31, 2025, by contractual maturity, were as follows:

Additionally, the Company’s investments included $ 3.4 billion and $ 3.8 billion of equity method investments primarily in operating businesses in the health care sector as of June 30, 2025 and December 31, 2024, respectively.

The allowance for credit losses on held-to-maturity securities at June 30, 2025 and December 31, 2024 was not material.

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

Available-for-Sale Held-to-Maturity

11 unchanged sentences

(in millions) Fair

March 31, 2025

June 30, 2025

Debt securities - available-for-sale:

13 unchanged sentences

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 March 31, 2025 were generated from approximately 32,000 positions out of a total of 42,000 positions.

The Company’s unrealized losses from debt securities as of June 30, 2025 were generated from approximately 28,000 positions out of a total of 43,000 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.

2 unchanged sentences

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 March 31, 2025, the Company did not have the intent to sell any of the available-for-sale debt securities in an unrealized loss position.

As of June 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 March 31, 2025 and December 31, 2024 was not material.

The allowance for credit losses on available-for-sale debt securities at June 30, 2025 and December 31, 2024 was not material.

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.

7 unchanged sentences

Fair and Carrying

March 31, 2025

June 30, 2025

Cash and cash equivalents $ 23,299 $ 5,297 $ — $ 28,596

21 unchanged sentences

Percentage of total assets at fair value 42 % 57 % 1 % 100 %

There were no transfers in or out of Level 3 financial assets or liabilities during the three months ended March 31, 2025 or 2024.

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

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:

4 unchanged sentences

Value Total Carrying Value

March 31, 2025

June 30, 2025

Debt securities - held-to-maturity $ 466 $ 24 $ — $ 490 $ 493

4 unchanged sentences

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 March 31, 2025 were measured at the lower of carrying value or fair value less cost to sell.

The assets and liabilities within our South American operations held for sale as of June 30, 2025 were measured at the lower of carrying value or fair value less cost to sell.

Fair value is measured based upon unobservable amounts, such as estimated selling price derived from Company-specific information and market conditions.

There were no significant fair value adjustments for assets and liabilities recorded during the three months ended March 31, 2025 or 2024.

There were no significant fair value adjustments for assets and liabilities recorded during the six months ended June 30, 2025 or 2024.

Medical Costs Payable

The following table shows the components of the change in medical costs payable for the three months ended March 31:

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

(in millions) 2025 2024

11 unchanged sentences

Medical costs payable, end of period $ 38,427 $ 32,547

For the three months ended March 31, 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 $ 25.9 billion and $ 23.7 billion at March 31, 2025 and December 31, 2024, respectively.

For the six months ended June 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 $ 26.8 billion and $ 23.7 billion at June 30, 2025 and December 31, 2024, respectively.

Short-Term Borrowings and Long-Term Debt

As of March 31, 2025, the Company had $ 5.2 billion of commercial paper outstanding, with a weighted-average annual interest rate of 4.4 %.

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

4.65 %, January 2031

5.3 %, June 2035

5.95 %, June 2055

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.

In June 2025, the Company’s Board of Directors increased the Company’s quarterly cash dividend to shareholders to an annual rate of $8.84 compared to $8.40 per share, which the Company had paid since June 2024.

Declaration and payment of future quarterly dividends is at the discretion of the Board of Directors and may be adjusted as business needs or market conditions change.

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

Payment Date Amount per Share Total Amount Paid

(in millions)

March 18 $ 2.10 $ 1,912

June 24 2.21 2,000

Commitments and Contingencies

Pending Acquisitions

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

As of June 30, 2025, the Company had entered into agreements to acquire companies in the health care sector, subject to regulatory approval and other customary closing conditions.

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

Legal Matters

The Company is frequently made party to a variety of legal actions and regulatory inquiries, including class actions and suits brought by members, care providers, consumer advocacy organizations, customers and regulators, relating to the Company’s businesses, including management and administration of health benefit plans and other services.

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.

9 unchanged sentences

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, the Office of Personnel Management, the Office for Civil Rights, the Government Accountability Office, the Federal Trade Commission, U.S.

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.

6 unchanged sentences

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 has 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.

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.

6 unchanged sentences

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 groups as of March 31, 2025, were as follows:

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

(in millions) Businesses

18 unchanged sentences

Eliminations Consolidated

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Revenues - unaffiliated customers:

18 unchanged sentences

Depreciation and Amortization 221 296 351 216 — 863 — 1,084

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Revenues - unaffiliated customers:

19 unchanged sentences

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

(in millions) UnitedHealthcare Optum Health Optum Insight Optum Rx Optum Eliminations Optum Corporate and

Eliminations Consolidated

Six Months Ended June 30, 2025

Revenues - unaffiliated customers:

Premiums $ 164,532 $ 9,907 $ — $ — $ — $ 9,907 $ — $ 174,439

Products — 130 88 26,382 — 26,600 — 26,600

Services 5,087 7,720 3,017 2,187 — 12,924 — 18,011

Total revenues - unaffiliated customers

169,619 17,757 3,105 28,569 — 49,431 — 219,050

Total revenues - affiliated customers

— 31,867 6,298 44,927 ( 2,453 ) 80,639 ( 80,639 ) —

Investment and other income

1,101 890 55 95 — 1,040 — 2,141

Total revenues $ 170,720 $ 50,514 $ 9,458 $ 73,591 $ ( 2,453 ) $ 131,110 $ ( 80,639 ) $ 221,191

Total operating costs (a) $ 163,419 $ 48,264 $ 7,499 $ 70,832 $ ( 2,453 ) $ 124,142 $ ( 80,639 ) $ 206,922

Earnings from operations $ 7,301 $ 2,250 $ 1,959 $ 2,759 $ — $ 6,968 $ — $ 14,269

Interest expense — — — — — — ( 2,025 ) ( 2,025 )

Loss on sale of subsidiary and subsidiaries held for sale ( 56 ) — — — — — — ( 56 )

Earnings before income taxes

$ 7,245 $ 2,250 $ 1,959 $ 2,759 $ — $ 6,968 $ ( 2,025 ) $ 12,188

Total assets $ 129,587 $ 96,452 $ 33,716 $ 61,674 $ — $ 191,842 $ ( 12,856 ) $ 308,573

Purchases of property, equipment and capitalized software 389 585 627 183 — 1,395 — 1,784

Depreciation and Amortization 440 583 695 427 — 1,705 — 2,145

Six Months Ended June 30, 2024

Revenues - unaffiliated customers:

Premiums $ 143,243 $ 11,642 $ — $ — $ — $ 11,642 $ — $ 154,885

Products — 121 82 23,917 — 24,120 — 24,120

Services 4,917 8,053 3,107 1,561 — 12,721 — 17,638

Total revenues - unaffiliated customers

148,160 19,816 3,189 25,478 — 48,483 — 196,643

Total revenues - affiliated customers

— 33,193 5,801 37,654 ( 2,145 ) 74,503 ( 74,503 ) —

Investment and other income

1,063 772 55 118 — 945 — 2,008

Total revenues $ 149,223 $ 53,781 $ 9,045 $ 63,250 $ ( 2,145 ) $ 123,931 $ ( 74,503 ) $ 198,651

Total operating costs (a) $ 140,824 $ 49,963 $ 8,009 $ 60,697 $ ( 2,145 ) $ 116,524 $ ( 74,503 ) $ 182,845

Earnings from operations $ 8,399 $ 3,818 $ 1,036 $ 2,553 $ — $ 7,407 $ — $ 15,806

Interest expense — — — — — — ( 1,829 ) ( 1,829 )

Loss on sale of subsidiary and subsidiaries held for sale ( 8,311 ) — — — — — — ( 8,311 )

Earnings before income taxes

$ 88 $ 3,818 $ 1,036 $ 2,553 $ — $ 7,407 $ ( 1,829 ) $ 5,666

Total assets $ 109,441 $ 93,858 $ 34,244 $ 56,058 $ — $ 184,160 $ ( 7,545 ) $ 286,056

Purchases of property, equipment and capitalized software 370 468 589 169 — 1,226 — 1,596

Depreciation and Amortization 456 549 626 386 — 1,561 — 2,017

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

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 1. Financial Statements