UnitedHealth Group 10-Q 2025-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

or

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number: 1-10864

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UnitedHealth Group Incorporated

(Exact name of registrant as specified in its charter)

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Delaware															41-1321939
(State or other jurisdiction of incorporation or organization)															(I.R.S. Employer Identification No.)
1 Health Drive									55344						655 New York Avenue NW									20001
Eden Prairie,			Minnesota									Washington,			DC
(Address of principal executive offices)									(Zip Code)						(Address of principal executive offices)									(Zip Code)

(800) 328-5979

(Registrant’s telephone number, including area code)

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Securities registered pursuant to Section 12(b) of the Act:

Title of each class						Trading Symbol(s)						Name of each exchange on which registered
Common Stock, $.01 par value						UNH						New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act

Large accelerated filer			☒						Accelerated filer			☐						Non-accelerated filer			☐
Smaller reporting company			☐															Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 31, 2025, there were 905,673,625 shares of the registrant’s Common Stock, $.01 par value per share, issued and outstanding.

UNITEDHEALTH GROUP

Table of Contents

												Page
Part I. Financial Information
Item 1.						Financial Statements (unaudited)						1
						Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024						1
						Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024						2
						Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2025 and 2024						3
						Condensed Consolidated Statements of Changes in Equity for the Three and Six Months Ended June 30, 2025 and 2024						4
						Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024						6
						Notes to the Condensed Consolidated Financial Statements						7
						1.			Basis of Presentation			7
						2.			Investments			8
						3.			Fair Value			10
						4.			Medical Costs Payable			11
						5.			Short-Term Borrowings and Long-Term Debt			12
						6.			Dividends			12
						7.			Commitments and Contingencies			12
						8.			Held for Sale			13
						9.			Segment Financial Information			14
Item 2.						Management’s Discussion and Analysis of Financial Condition and Results of Operations						16
Item 3.						Quantitative and Qualitative Disclosures About Market Risk						25
Item 4.						Controls and Procedures						25
Part II. Other Information
Item 1.						Legal Proceedings						26
Item 1A.						Risk Factors						26
Item 2.						Unregistered Sales of Equity Securities and Use of Proceeds						26
Item 5.						Other Information						26
Item 6.						Exhibits						27
Signatures												28

PART I

UnitedHealth Group

Condensed Consolidated Balance Sheets

(Unaudited)

(in millions, except per share data)						June 30, 2025						December 31, 2024
Assets
Current assets:
Cash and cash equivalents						$	28,596					$	25,312
Short-term investments						3,424						3,801
Accounts receivable, net						24,142						22,365
Other current receivables, net						28,582						26,089
Prepaid expenses and other current assets						8,955						8,212
Total current assets						93,699						85,779
Long-term investments						52,466						52,354
Property, equipment and capitalized software, net						10,923						10,553
Goodwill						107,677						106,734
Other intangible assets, net						22,510						23,268
Other assets						21,298						19,590
Total assets						$	308,573					$	298,278
Liabilities, redeemable noncontrolling interests and equity
Current liabilities:
Medical costs payable						$	38,427					$	34,224
Accounts payable and accrued liabilities						34,330						34,337
Short-term borrowings and current maturities of long-term debt						5,698						4,545
Unearned revenues						3,032						3,317
Other current liabilities						29,294						27,346
Total current liabilities						110,781						103,769
Long-term debt, less current maturities						73,495						72,359
Deferred income taxes						3,804						3,620
Other liabilities						15,709						15,939
Total liabilities						203,789						195,687
Commitments and contingencies (Note 7)
Redeemable noncontrolling interests						4,315						4,323
Equity:
Preferred stock, $0.001 par value - 10 shares authorized; no shares issued or outstanding						—						—
Common stock, $0.01 par value - 3,000 shares authorized; 905 and 915 issued and outstanding						9						9
Retained earnings						97,250						96,036
Accumulated other comprehensive loss						(2,535)						(3,387)
Nonredeemable noncontrolling interests						5,745						5,610
Total equity						100,469						98,268
Total liabilities, redeemable noncontrolling interests and equity						$	308,573					$	298,278

See Notes to the Condensed Consolidated Financial Statements

UnitedHealth Group

Condensed Consolidated Statements of Operations

(Unaudited)

						Three Months Ended June 30,												Six Months Ended June 30,
(in millions, except per share data)						2025						2024						2025						2024
Revenues:
Premiums						$	87,905					$	76,897					$	174,439					$	154,885
Products						13,564						12,211						26,600						24,120
Services						9,039						8,750						18,011						17,638
Investment and other income						1,108						997						2,141						2,008
Total revenues						111,616						98,855						221,191						198,651
Operating costs:
Medical costs						78,585						65,458						151,996						131,193
Operating costs						13,778						13,162						27,372						27,239
Cost of products sold						13,019						11,340						25,409						22,396
Depreciation and amortization						1,084						1,020						2,145						2,017
Total operating costs						106,466						90,980						206,922						182,845
Earnings from operations						5,150						7,875						14,269						15,806
Interest expense						(1,027)						(985)						(2,025)						(1,829)
Loss on sale of subsidiary and subsidiaries held for sale						(41)						(1,225)						(56)						(8,311)
Earnings before income taxes						4,082						5,665						12,188						5,666
Provision for income taxes						(510)						(1,244)						(2,142)						(2,466)
Net earnings						3,572						4,421						10,046						3,200
Earnings attributable to noncontrolling interests						(166)						(205)						(348)						(393)
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
Diluted						$	3.74					$	4.54					$	10.61					$	3.02
Basic weighted-average number of common shares outstanding						907						921						910						921
Dilutive effect of common share equivalents						3						7						4						8
Diluted weighted-average number of common shares outstanding						910						928						914						929
Anti-dilutive shares excluded from the calculation of dilutive effect of common share equivalents						13						8						10						7

See Notes to the Condensed Consolidated Financial Statements

**UnitedHeal

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

Business Trends

Our businesses participate primarily in the United States health markets. We expect overall spending on health care to continue to grow in the future, due to inflation, medical technology and pharmaceutical advancement, regulatory requirements, demographic trends in the population and national interest in health and well-being. The rate of market growth may be affected by a variety of factors, including macroeconomic conditions and regulatory changes, which could impact our results of operations, including our continued efforts to control health care costs.

Pricing Trends. To price our health care benefits, products and services, we start with our view of expected future costs, including medical care patterns, the mix and health status of people served, inflation and labor market dynamics. For 2025, our pricing trends and patient and member health status assumptions were well-short of the medical cost trends incurred, significantly impacting our earnings. We continually evaluate and adjust our approach in each of the local markets we serve, considering relevant factors, such as product positioning, price competitiveness and environmental, competitive, legislative and regulatory considerations, including minimum medical loss ratio thresholds and similar revenue adjustments. We seek to balance growth and profitability across all these dimensions.

The commercial risk market remains highly competitive in the small group, large group and individual segments. We expect broad-based competition to continue as the industry adapts to individual and employer needs. Continued increased medical costs may impact both future pricing and benefit design, including for our individual exchange products in markets we choose to remain, and result in shifts between product categories for our employer benefits. These potential changes, along with certain regulatory impacts, may result in decreased membership in future periods.

Medicare Advantage funding continues to be pressured, as discussed below in “Regulatory Trends and Uncertainties” and we have observed increased care patterns as discussed below in “Medical Cost Trends,” which may impact pricing and benefit design in future periods.

Optum Health’s fully accountable value-based care businesses have been impacted by Medicare funding reductions and have also seen continued medical cost trend pressures, which may impact future pricing in the markets we continue to participate.

The Medicaid redetermination process has caused a timing mismatch between the health status of people served through Medicaid and state rate updates. Due to elevated care activity, specifically related to behavioral, pharmacy and home health, there continues to be a mismatch between the updated rates in 2025 and underlying member acuity. The funding and payment rate environment remains insufficient to meet the health needs of patients and creates the risk of continued downward pressure on Medicaid margin percentages. We continue to take a prudent, market-sustainable posture for both new business and maintenance of existing relationships. We continue to advocate for actuarially sound rates commensurate with our medical cost trends and we remain dedicated to partnering with those states that are committed to the long-term viability of their programs. Additionally, we expect some Medicaid membership losses in 2026 as a result of early adoption of recent legislation.

Medical Cost Trends. Our medical cost trends primarily relate to changes in unit costs, care activity and prescription drug costs. We have observed increased care patterns, more notably related to physician and outpatient care, and to a lesser extent inpatient and emergency room utilization, that are above what we expected and contemplated in our pricing and benefits design. We have also observed an increase in health care unit costs and the intensity of services delivered, driven by increases in provider pricing and additional services bundled per visit. Additionally, the member profile of newly added patients under value-based care arrangements, people served in Medicare Advantage in markets where other plans exited, and peopled served within our individual exchange business has contributed to increased medical costs. These trends may continue in future periods.

The Inflation Reduction Act (IRA) altered the Medicare Part D model and benefits, shifting more risk to plans, which results in both increased premiums and medical costs. The IRA also changed the quarterly relationship of medical costs to premiums, altering the seasonal progression and creating a more consistent relationship between medical costs and premiums throughout the year.

We endeavor to mitigate medical cost increases by engaging hospitals, physicians and consumers with information and helping them make clinically sound choices, with the objective of helping them achieve high-quality, affordable care. Additionally, we have elevated our audit, clinical policy and payment integrity tools to protect customers and patients from unnecessary costs.

Regulatory Trends and Uncertainties

Medicare Advantage Rates. Medicare Advantage rate notices for numerous years have resulted in industry base rates well below the industry forward medical cost trend, with the Final Notice for 2026 beginning to approach the industry forward medical cost trend. Additionally, increased medical costs in 2025, which are significantly above initial cost trend estimates, adds to the compounding impact of the previous multi-year rate shortfalls creating sustained pressure on the Medicare Advantage program. Further, substantial revisions to the risk adjustment model, which serves to adjust rates to reflect a patient’s health status and care resource needs, have 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 second quarter 2025 year-over-year operating comparisons to second quarter 2024 and other financial results.

• Consolidated revenues grew 13%, UnitedHealthcare revenues grew 17% and Optum revenues grew 7%.

• UnitedHealthcare served 1.0 million more people, driven by growth in Medicare Advantage and commercial offerings.

• Consolidated earnings from operations of $5.2 billion compared to $7.9 billion last year, with 2025 impacted by elevated medical cost trend and 2024 impacted by the Change Healthcare cyberattack.

• Diluted earnings per common share was $3.74.

• Cash flows from operations for the six months ended June 30, 2025 were $12.6 billion.

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 June 30,												Increase/ (Decrease)												Six Months Ended June 30,												Increase/ (Decrease)
			2025						2024						2025 vs. 2024												2025						2024						2025 vs. 2024
Revenues:
Premiums						$	87,905					$	76,897					$	11,008					14		%				$	174,439					$	154,885					$	19,554					13		%
Products						13,564						12,211						1,353						11						26,600						24,120						2,480						10
Services						9,039						8,750						289						3						18,011						17,638						373						2
Investment and other income						1,108						997						111						11						2,141						2,008						133						7
Total revenues						111,616						98,855						12,761						13						221,191						198,651						22,540						11
Operating costs:
Medical costs						78,585						65,458						13,127						20						151,996						131,193						20,803						16
Operating costs						13,778						13,162						616						5						27,372						27,239						133						—
Cost of products sold						13,019						11,340						1,679						15						25,409						22,396						3,013						13
Depreciation and amortization						1,084						1,020						64						6						2,145						2,017						128						6
Total operating costs						106,466						90,980						15,486						17						206,922						182,845						24,077						13
Earnings from operations						5,150						7,875						(2,725)						(35)						14,269						15,806						(1,537)						(10)
Interest expense						(1,027)						(985)						(42)						4						(2,025)						(1,829)						(196)						11
Loss on sale of subsidiary and subsidiaries held for sale						(41)						(1,225)						1,184						(97)						(56)						(8,311)						8,255						(99)
Earnings before income taxes						4,082						5,665						(1,583)						(28)						12,188						5,666						6,522						115
Provision for income taxes						(510)						(1,244)						734						(59)						(2,142)						(2,466)						324						(13)
Net earnings						3,572						4,421						(849)						(19)						10,046						3,200						6,846						214
Earnings attributable to noncontrolling interests						(166)						(205)						39						(19)						(348)						(393)						45						(11)
Net earnings attributable to UnitedHealth Group common shareholders						$	3,406					$	4,216					$	(810)					(19)		%				$	9,698					$	2,807					$	6,891					245		%
Diluted earnings per share attributable to UnitedHealth Group common shareholders						$	3.74					$	4.54					$	(0.80)											$	10.61					$	3.02					$	7.59
Medical care ratio (a)						89.4		%				85.1		%				4.3		%										87.1		%				84.7		%				2.4		%
Operating cost ratio						12.3						13.3						(1.0)												12.4						13.7						(1.3)
Operating margin						4.6						8.0						(3.4)												6.5						8.0						(1.5)
Tax rate						12.5						22.0						(9.5)												17.6						43.5						(25.9)
Net earnings margin (b)						3.1						4.3						(1.2)												4.4						1.4						3.0
Return on equity (c)						14.4		%				19.2		%				(4.8)												20.6		%				6.4		%				14.2

(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 in people served through Medicare Advantage and those with higher acuity needs within Medicaid, growth at Optum Rx and pricing trends.

Medical Costs and MCR

Medical costs increased primarily due to the IRA-driven impacts on Medicare Part D plans, elevated medical cost trend and growth in people served through Medicare Advantage and those with higher acuity needs. The MCR increased as a result of the revenue effects of the Medicare funding reductions; elevated medical cost trend; the member profile of newly added patients under value-based care arrangements; and the impacts of market morbidity changes on our individual exchange offerings, including the acceleration of anticipated future losses related to the second half of 2025; partially offset by the incremental medical costs for accommodations made to care providers as a results of the Change Healthcare cyberattack incurred in 2024. For the three months ended June 30, 2025, the MCR also increased due to the seasonal impacts of the IRA on Medicare Part D.

Operating Cost Ratio

The operating cost ratio decreased primarily due to revenue impacts of government programs, including the IRA-driven impacts on Medicare Part D plans, operating cost management and our direct response efforts to the Change Healthcare cyberattack incurred in 2024, partially offset by investments to support future growth.

Tax Rate

The effective income tax rate decreased due to tax benefits having significantly more impact due to lower pre-tax income in 2025, taxable earnings mix and the impact of the updated full year effective tax rate expectation. For the six months ended June 30, 2025, the tax rate was also lower due to non-deductible losses on the sale of subsidiary and subsidiaries held for sale in 2024.

Reportable Segments

See Note 9 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 June 30,												Increase/ (Decrease)												Six Months Ended June 30,												Increase/ (Decrease)
(in millions, except percentages)						2025						2024						2025 vs. 2024												2025						2024						2025 vs. 2024
Revenues
UnitedHealthcare						$	86,103					$	73,866					$	12,237					17		%				$	170,720					$	149,223					$	21,497					14		%
Optum Health						25,205						27,050						(1,845)						(7)						50,514						53,781						(3,267)						(6)
Optum Insight						4,828						4,543						285						6						9,458						9,045						413						5
Optum Rx						38,459						32,415						6,044						19						73,591						63,250						10,341						16
Optum eliminations						(1,267)						(1,129)						(138)						12						(2,453)						(2,145)						(308)						14
Optum						67,225						62,879						4,346						7						131,110						123,931						7,179						6
Eliminations						(41,712)						(37,890)						(3,822)						10						(80,639)						(74,503)						(6,136)						8
Consolidated revenues						$	111,616					$	98,855					$	12,761					13		%				$	221,191					$	198,651					$	22,540					11		%
Earnings from operations
UnitedHealthcare						$	2,075					$	4,004					$	(1,929)					(48)		%				$	7,301					$	8,399					$	(1,098)					(13)		%
Optum Health						636						1,919						(1,283)						(67)						2,250						3,818						(1,568)						(41)
Optum Insight						998						546						452						83						1,959						1,036						923						89
Optum Rx						1,441						1,406						35						2						2,759						2,553						206						8
Optum						3,075						3,871						(796)						(21)						6,968						7,407						(439)						(6)
Consolidated earnings from operations						$	5,150					$	7,875					$	(2,725)					(35)		%				$	14,269					$	15,806					$	(1,537)					(10)		%
Operating margin
UnitedHealthcare						2.4		%				5.4		%				(3.0)		%										4.3		%				5.6		%				(1.3)		%
Optum Health						2.5						7.1						(4.6)												4.5						7.1						(2.6)
Optum Insight						20.7						12.0						8.7												20.7						11.5						9.2
Optum Rx						3.7						4.3						(0.6)												3.7						4.0						(0.3)
Optum						4.6						6.2						(1.6)												5.3						6.0						(0.7)
Consolidated operating margin						4.6		%				8.0		%				(3.4)		%										6.5		%				8.0		%				(1.5)		%

UnitedHealthcare

The following table summarizes UnitedHealthcare revenues by business:

						Three Months Ended June 30,												Increase/ (Decrease)												Six Months Ended June 30,												Increase/ (Decrease)
(in millions, except percentages)						2025						2024						2025 vs. 2024												2025						2024						2025 vs. 2024
UnitedHealthcare Employer & Individual - Domestic						$	18,950					$	18,646					$	304					2		%				$	38,016					$	36,485					$	1,531					4		%
UnitedHealthcare Employer & Individual - Global						819						591						228						39						1,601						2,123						(522)						(25)
UnitedHealthcare Employer & Individual - Total						19,769						19,237						532						3						39,617						38,608						1,009						3
UnitedHealthcare Medicare & Retirement						42,623						34,904						7,719						22						84,328						70,390						13,938						20
UnitedHealthcare Community & State						23,711						19,725						3,986						20						46,775						40,225						6,550						16
Total UnitedHealthcare revenues						$	86,103					$	73,866					$	12,237					17		%				$	170,720					$	149,223					$	21,497					14		%

The following table summarizes the number of people served by our UnitedHealthcare businesses, by major market segment and funding arrangement:

						June 30,												Increase/(Decrease)
(in thousands, except percentages)						2025						2024						2025 vs. 2024
Commercial:
Risk-based						8,440						8,735						(295)						(3)		%
Fee-based						21,530						20,835						695						3
Total Commercial						29,970						29,570						400						1
Medicare Advantage						8,350						7,770						580						7
Medicaid						7,490						7,410						80						1
Medicare Supplement (Standardized)						4,305						4,335						(30)						(1)
Total Community and Senior						20,145						19,515						630						3
Total UnitedHealthcare - Medical						50,115						49,085						1,030						2
Supplemental Data:
Medicare Part D stand-alone						2,800						3,065						(265)						(9)		%
South American businesses held for sale						1,165						1,330						(165)						(12)		%

UnitedHealthcare’s revenues increased due to the IRA-driven impacts on Medicare Part D plans and growth in the number of people served through Medicare Advantage, fee-based commercial offerings and those with higher acuity needs, partially offset by decreased people served through risk-based commercial offerings. Earnings from operations decreased primarily due to the impacts of Medicare Advantage funding reductions, elevated medical cost trend, the impacts of market morbidity changes on our individual exchange offerings, including the acceleration of anticipated future losses related to the second half of 2025 and other write-offs and settlements, partially offset by the incremental medical costs for accommodations to support care providers as a result of the Change Healthcare cyberattack incurred in 2024. For the six months ended June 30, 2025, decreased earnings from operations was also partially offset by the seasonal impact of the IRA on Medicare Part D.

Optum

Total revenues increased primarily due to growth at Optum Rx, partially offset by Optum Health. Earnings from operations decreased due to Optum Health, partially offset by the impacts of the Change Healthcare cyberattack incurred in 2024 and 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, elevated medical cost trends and contractual settlements, partially offset by cost management initiatives. For the six months ended June 30, 2025, decreased earnings from operations was also partially offset by the incremental medical costs for accommodations to support care providers as a result of the Change Healthcare cyberattack incurred in 2024. Optum Health served approximately 98 million people and 104 million people as of June 30, 2025 and June 30, 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 414 million and 399 million adjusted scripts in the second quarters of 2025 and 2024, respectively.

LIQUIDITY, FINANCIAL CONDITION AND CAPITAL RESOURCES

Liquidity

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

						Six Months Ended June 30,												Increase/(Decrease)
(in millions)						2025						2024						2025 vs. 2024
Sources of cash:
Cash provided by operating activities						$	12,644					$	7,890					$	4,754
Issuances of short-term borrowings and long-term debt, net of repayments						1,566						12,790						(11,224)
Proceeds from common stock issuances						581						744						(163)
Customer funds administered						—						990						(990)
Repayments of care provider loans - cyberattack						1,293						604						689
Sales and maturities of investments, net of purchases						1,327						—						1,327
Total sources of cash						17,411						23,018						(5,607)
Uses of cash:
Common stock repurchases						(5,545)						(3,072)						(2,473)
Cash paid for acquisitions and other transactions, net of cash assumed						(734)						(3,031)						2,297
Purchases of investments, net of sales of maturities						—						(221)						221
Purchases of property, equipment and capitalized software						(1,784)						(1,596)						(188)
Cash dividends paid						(3,912)						(3,664)						(248)
Loans to care providers - cyberattack						—						(8,100)						8,100
Customer funds administered						(25)						—						(25)
Other						(2,131)						(2,166)						35
Total uses of cash						(14,131)						(21,850)						7,719
Effect of exchange rate changes on cash and cash equivalents						29						(44)						73
Increase in cash and cash equivalents, including cash within businesses held for sale						$	3,309					$	1,124					$	2,185
Less: net increase in cash within businesses held for sale						(25)						(265)						240
Net increase in cash and cash equivalents						$	3,284					$	859					$	2,425

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, increased share repurchases and decreased customer funds administered.

Financial Condition

As of June 30, 2025, our cash, cash equivalent, available-for-sale debt securities and marketable equity securities balances of $77.3 billion included approximately $28.6 billion of cash and cash equivalents (of which $3.3 billion was available for general corporate use), $46.6 billion of debt securities and $2.1 billion of investments in marketable equity securities. Given the significant portion of our portfolio held in cash and cash equivalents, we do not anticipate fluctuations in the aggregate fair value of our financial assets to have a material impact on our liquidity or capital position. Our available-for-sale debt securities portfolio had a weighted-average duration of 4.3 years and a weighted-average credit rating of “Double A” as of June 30, 2025. When multiple credit ratings are available for an individual security, the average of the available ratings is used to determine the weighted-average credit rating.

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 six months ended June 30, 2025, there were no material changes to this previously disclosed information outside the ordinary course of business. We believe our capital resources are sufficient to meet future, short-term and long-term, liquidity needs. We continually evaluate opportunities to expand our operations, including through internal development of new products, programs and technology applications and business combinations.

Short-Term Borrowings. Our revolving bank credit facilities provide liquidity support for our commercial paper borrowing program, which facilitates the private placement of unsecured debt through independent broker-dealers, and are available for general corporate purposes. For more information on our commercial paper and bank credit facilities, see Note 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 June 30, 2025, we were in compliance with the various covenants under our bank credit facilities.

Long-Term Debt. Periodically, we access capital markets and issue long-term debt for general corporate purposes, such as to meet our working capital requirements, to refinance debt, to finance acquisitions or for share repurchases. For more information on our long-term debt, see Note 5 of the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report and Note 8 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in our 2024 10-K.

Credit Ratings. Our credit ratings as of June 30, 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						Negative						A+						Negative						A						Stable						A						Negative
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.

Regulatory Capital. As a result of an increased MCR impacting our regulated insurance and HMO subsidiaries, the specified levels of required statutory capital required to be maintained are expected to increase. While we continue to maintain significant levels of excess statutory capital in our subsidiaries, the amount of dividends our subsidiaries are able to pay to their parent companies during the remainder of 2025 may be impacted. During the six months ended June 30, 2025, our domestic insurance and HMO subsidiaries paid their parent companies dividends of $1.9 billion.

Share Repurchase Program. During the six months ended June 30, 2025, we repurchased approximately 12.1 million shares at an average price of $454.82 per share. As of June 30, 2025, we had Board of Directors’ authorization to purchase up to 21.0 million shares of our common stock. The Board of Directors from time to time may further amend the share repurchase program in order to increase the authorized number of shares which may be repurchased under the program.

Dividends. In June 2025, our Board of Directors increased our quarterly cash dividend to an annual rate of $8.84 compared to $8.40 per share, which we had paid since June 2024. For more information on our dividend, see Note 6 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.

Pending Acquisitions. As of June 30, 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.

FORWARD-LOOKING STATEMENTS

The statements, estimates, projections, guidance or outlook contained in this document include “forward-looking” statements which are intended to take advantage of the “safe harbor” provisions of the federal securities laws. The words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “forecast,” “outlook,” “plan,” “project,” “should” and similar expressions identify forward-looking statements. These statements may contain information about financial prospects, economic conditions and trends and involve risks and uncertainties. Actual results could differ materially from those that management expects, depending on the outcome of certain factors including: our ability to effectively estimate, price for and manage medical costs; new or changes in existing health care laws or regulations, or their enforcement or application; cyberattacks, other privacy/data security incidents, or our failure to comply with related regulations; reductions in revenue or delays to cash flows received under government programs; changes in Medicare, the CMS star ratings program or the application of risk adjustment data validation audits; the DOJ’s legal actions concerning our participation in the Medicare program; our ability to maintain and achieve improvement in quality scores impacting revenue; failure to maintain effective and efficient information systems or if our technology products do not operate as intended; risks and uncertainties associated with our businesses providing pharmacy care services; competitive pressures, including our ability to maintain or increase our market share; changes in or challenges to our public sector contract awards; failure to achieve targeted operating cost productivity improvements; failure to develop and maintain satisfactory relationships with health care payers, physicians, hospitals and other service providers; the impact of potential changes in tax laws and regulations; increases in costs and other liabilities associated with litigation, government investigations, audits or reviews; failure to complete, manage or integrate strategic transactions; risk and uncertainties associated with the sale of our remaining operations in South America; risks associated with public health crises arising from large-scale medical emergencies, pandemics, natural disasters and other extreme events; failure to attract, develop, retain, and manage the succession of key employees and executives; our investment portfolio performance; impairment of our goodwill and intangible assets; failure to protect proprietary rights to our databases, software and related products; downgrades in our credit ratings; and our ability to obtain sufficient funds from our regulated subsidiaries or from external financings to fund our obligations, reinvest in our business, maintain our debt to total capital ratio at targeted levels, maintain our quarterly dividend payment cycle, or continue repurchasing shares of our common stock.

This above list is not exhaustive. We discuss these matters, and certain risks that may affect our business operations, financial condition and results of operations, more fully in our filings with the SEC, including our reports on Forms 10-K, 10-Q and 8-K. By their nature, forward-looking statements are not guarantees of future performance or results and are subject to risks, uncertainties and assumptions that are difficult to predict or quantify. Actual results may vary materially from expectations expressed or implied in this document or any of our prior communications. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update or revise any forward-looking statements, except as required by law.

We manage exposure to market interest rates by diversifying investments across different fixed-income market sectors and debt across maturities, as well as by matching a portion of our floating-rate assets and liabilities, either directly or through the use of interest rate swap contracts. Unrealized gains and losses on investments in available-for-sale debt securities are reported in comprehensive income.

The following table summarizes the impact of hypothetical changes in market interest rates across the entire yield curve by 1% point or 2% points as of June 30, 2025 on our investment income and interest expense per annum, and the fair value of our investments and debt (in millions, except percentages):

						June 30, 2025
Increase (Decrease) in Market Interest Rate						Investment Income Per Annum						Interest Expense Per Annum						Fair Value of Financial Assets						Fair Value of Financial Liabilities
2 %						$	734					$	542					$	(4,202)					$	(9,288)
1						367						271						(2,150)						(5,058)
(1)						(367)						(256)						2,202						6,107
(2)						(734)						(510)						4,416						13,549

Note: The impact of hypothetical changes in interest rates may not reflect the full 100 or 200 basis point change on interest income and interest expense or on the fair value of financial assets and liabilities as the rates are assumed to not fall below zero.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms; and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

In connection with the filing of this quarterly report on Form 10-Q, management evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2025. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2025.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

A description of our legal proceedings is included in and incorporated by reference to Note 7 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” of our 2024 10-K, which could materially affect our business, financial condition or future results. The risks described in our 2024 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

There have been no material changes to the risk factors as disclosed in our 2024 10-K.

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities (a)

Second Quarter 2025

For the Month Ended						Total Number of Shares Purchased						Average Price Paid Per Share						Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs						Maximum Number of Shares That May Yet Be Purchased Under The Plans or Programs
						(in millions)												(in millions)						(in millions)
April 30, 2025						3.8						$	445.39					3.8						23.3
May 31, 2025						2.3						341.68						2.3						21.0
June 30, 2025						—						—						—						21.0
Total						6.1						$	407.06					6.1

(a) In November 1997, our Board of Directors adopted a share repurchase program, which the Board of Directors evaluates periodically. In June 2024, the Board of Directors amended our share repurchase program to authorize the repurchase of up to 35 million shares of our common stock in open market purchases or other types of transactions (including prepaid or structured repurchase programs), in addition to all remaining shares authorized to be repurchased under the Board’s 2018 renewal of the program. There is no established expiration date for the program. The Board of Directors from time to time may further amend the share repurchase program in order to increase the authorized number of shares which may be repurchased under the program.

Trading Arrangements

During the quarter ended June 30, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any non-Rule 10b5-1 trading arrangement.

The following exhibits are filed or incorporated by reference herein in response to Item 601 of Regulation S-K. The Company files Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K pursuant to the Securities Exchange Act of 1934 under Commission File No. 1-10864.

3.1						Certificate of Incorporation of UnitedHealth Group Incorporated (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 8-A/A filed on July 1, 2015)
3.2						Amended and Restated Bylaws of UnitedHealth Group Incorporated, effective February 23, 2021 (incorporated by reference to Exhibit 3.2 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on February 26, 2021)
4.1						Amended and Restated Indenture, dated as of April 27, 2023, between UnitedHealth Group Incorporated and Wilmington Trust Company, as successor trustee (incorporated by reference to Exhibit 4.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on April 28, 2023)
4.2						Indenture, dated as of February 4, 2008, between UnitedHealth Group Incorporated and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3, SEC File Number 333-149031, filed on February 4, 2008)
4.3						Supplemental Indenture, dated as of April 18, 2023, between UnitedHealth Group Incorporated and U.S. Bank Trust Company, National Association, as trustee, relating to the 6.875% Senior Notes due 2038 (incorporated by reference to Exhibit 4.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on April 24, 2023)
*10.1						Employment Agreement, effective as of May 12, 2025, between United HealthCare Services, Inc. and Stephen Hemsely
31.1						Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1						Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						Inline XBRL Taxonomy Extension Schema Document.
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104						Cover Page Interactive Data File (formatted as Inline XBRL and embedded within Exhibit 101).

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*						Denotes management contracts and compensation plans in which certain directors and named executive officers participate and which are being filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K.
**						Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of instruments defining the rights of certain holders of long-term debt are not filed. The Company will furnish copies thereof to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

UNITEDHEALTH GROUP INCORPORATED

/s/ STEPHEN HEMSLEY						Chair and Chief Executive Officer (principal executive officer)			Dated:			August 11, 2025
Stephen Hemsley
/s/ JOHN REX						President and Chief Financial Officer (principal financial officer)			Dated:			August 11, 2025
John Rex
/s/ THOMAS ROOS						Senior Vice President and Chief Accounting Officer (principal accounting officer)			Dated:			August 11, 2025
Thomas Roos