What changed in this filing

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Item 1. Financial Statements

2025-10-28 compared with 2025-08-11 · 85 added, 50 removed, 473 unchanged (22% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

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

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

2025 December 31,

30 unchanged sentences

906 and 915 issued and outstanding

Additional paid-in capital 394 —

Retained earnings 97,595 96,036

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

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

29 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in millions) 2025 2024 2025 2024

1 unchanged sentence

Other comprehensive income:

Gross unrealized gains (losses) on investment securities during the period 327 ( 75 ) 848 ( 365 )

Gross unrealized gains on investment securities during the period 535 1,434 1,383 1,069

Income tax effect ( 122 ) ( 328 ) ( 316 ) ( 243 )

Total unrealized gains (losses), net of tax 252 ( 58 ) 654 ( 280 )

Total unrealized gains, net of tax 413 1,106 1,067 826

Gross reclassification adjustment for net realized gains included in net earnings ( 24 ) ( 291 ) ( 51 ) ( 349 )

1 unchanged sentence

Total reclassification adjustment, net of tax ( 18 ) ( 224 ) ( 39 ) ( 269 )

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

Foreign currency translation (losses) gains ( 71 ) 88 148 ( 197 )

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

Total foreign currency translation gains 131 94 219 3,929

Total foreign currency translation (losses) gains ( 71 ) 88 148 4,017

Other comprehensive income 324 970 1,176 4,574

6 unchanged sentences

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

Three months ended June 30,

Three months ended September 30,

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

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

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

Net earnings 2,348 167 2,515

Other comprehensive income 239 131 370

Other comprehensive income (loss) 395 ( 71 ) 324

Issuances of common stock, and related tax effects 1 — 241 241

6 unchanged sentences

Distribution to nonredeemable noncontrolling interests ( 164 ) ( 164 )

Balance at September 30, 2025 906 $ 9 $ 394 $ 97,595 $ ( 1,198 ) $ ( 1,013 ) $ 5,782 $ 101,569

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

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

Net earnings 6,055 155 6,210

Other comprehensive (loss) income ( 78 ) 94 16

Other comprehensive income 882 88 970

Issuances of common stock, and related tax effects

4 unchanged sentences

Redeemable noncontrolling interests fair value and other adjustments

( 36 ) ( 36 )

Acquisition and other adjustments of nonredeemable noncontrolling interests 28 28

1 unchanged sentence

( 154 ) ( 154 )

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

Balance at September 30, 2024 923 $ 9 $ 461 $ 96,518 $ ( 1,414 ) $ ( 1,039 ) $ 5,346 $ 99,881

See Notes to the Condensed Consolidated Financial Statements

2 unchanged sentences

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

Six months ended June 30,

Nine months ended September 30,

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

10 unchanged sentences

Distribution to nonredeemable noncontrolling interests ( 501 ) ( 501 )

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

Balance at September 30, 2025 906 $ 9 $ 394 $ 97,595 $ ( 1,198 ) $ ( 1,013 ) $ 5,782 $ 101,569

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

Net earnings 8,862 462 9,324

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

Other comprehensive income 557 4,017 4,574

Issuances of common stock, and related tax effects

7 — 1,280 1,280

Share-based compensation

7 unchanged sentences

( 490 ) ( 490 )

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

Balance at September 30, 2024 923 $ 9 $ 461 $ 96,518 $ ( 1,414 ) $ ( 1,039 ) $ 5,346 $ 99,881

See Notes to the Condensed Consolidated Financial Statements

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

Six Months Ended

Nine Months Ended

September 30,

(in millions) 2025 2024

29 unchanged sentences

Repayments of long-term debt ( 2,000 ) ( 2,500 )

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

Proceeds from (repayments of) short-term borrowings, net 1,469 ( 191 )

Proceeds from issuance of long-term debt 2,969 17,811

27 unchanged sentences

Revenues - Products and Services

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 .

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 .

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

(in millions) Amortized

June 30, 2025

September 30, 2025

Debt securities - available-for-sale:

25 unchanged sentences

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

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 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 $ 3.4 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:

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.

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

Available-for-Sale Held-to-Maturity

11 unchanged sentences

(in millions) Fair

June 30, 2025

September 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 June 30, 2025 were generated from approximately 28,000 positions out of a total of 43,000 positions.

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.

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 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.

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 June 30, 2025 and December 31, 2024 was not material.

The allowance for credit losses on available-for-sale debt securities at September 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

June 30, 2025

September 30, 2025

Cash and cash equivalents $ 21,305 $ 5,905 $ — $ 27,210

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 six months ended June 30, 2025 or 2024.

There were no transfers in or out of Level 3 financial assets or liabilities during the nine months ended September 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

June 30, 2025

September 30, 2025

Debt securities - held-to-maturity $ 461 $ 25 $ — $ 486 $ 488

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 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 six months ended June 30, 2025 or 2024.

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.

Medical Costs Payable

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

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

(in millions) 2025 2024

11 unchanged sentences

Medical costs payable, end of period $ 40,181 $ 33,951

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.

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.

Short-Term Borrowings and Long-Term Debt

5 unchanged sentences

5.95 %, June 2055

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.

1 unchanged sentence

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:

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

Payment Date Amount per Share Total Amount Paid

2 unchanged sentences

June 24 2.21 2,000

September 23 2.21 2,002

Commitments and Contingencies

Pending Acquisitions

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

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

Legal Matters

27 unchanged sentences

Held for Sale

The Company’s planned sales of its remaining South American operations are expected to close within the year, subject to regulatory and other customary closing conditions.

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 groups as of June 30, 2025, were as follows:

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

(in millions) Businesses

12 unchanged sentences

(1) Includes the effect of $ 985 million of cumulative foreign currency translation losses and $ 269 million of noncontrolling interests.

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 assets 554

Property, equipment and other long-term assets 454

Other intangible assets 864

Total identifiable assets acquired 2,177

Medical costs payable ( 20 )

Accounts payable and other current liabilities ( 496 )

Other long-term liabilities ( 364 )

Total identifiable liabilities acquired ( 880 )

Total net identifiable assets 1,297

Goodwill 3,705

Nonredeemable noncontrolling interests ( 244 )

Net assets acquired $ 4,758

The majority of goodwill is not deductible for income tax purposes.

Goodwill attributable to Optum Health from the business combinations completed was $ 3.4 billion.

The preliminary purchase price allocations for the various business combinations are subject to adjustment as valuation analyses, primarily related to intangible assets and contingent liabilities, are finalized.

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

(in millions, except years) Fair Value Weighted-Average Useful Life

Acquired finite-lived intangible assets:

Customer-related $ 33 9 years

Trademarks and technology 21 2 years

Other 61 9 years

Total acquired finite-lived intangible assets 115 8 years

Total acquired indefinite-lived intangible assets - operating licenses and certificates 749

Total acquired intangible assets $ 864

The results of operations and financial condition of acquired entities have been included in the Company’s consolidated results and the results of the corresponding operating segment as of the date of acquisition.

Through September 30, 2025, acquired entities’ impact on revenues and net earnings was not material.

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

Segment Financial Information

4 unchanged sentences

Eliminations Consolidated

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Revenues - unaffiliated customers:

18 unchanged sentences

Depreciation and Amortization 221 309 359 210 — 878 — 1,099

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Revenues - unaffiliated customers:

21 unchanged sentences

Eliminations Consolidated

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Revenues - unaffiliated customers:

18 unchanged sentences

Depreciation and Amortization 661 892 1,054 637 — 2,583 — 3,244

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Revenues - unaffiliated customers:

20 unchanged sentences

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