Item 1. FINANCIAL STATEMENTS

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Item 1. FINANCIAL STATEMENTS

UnitedHealth Group

Condensed Consolidated Balance Sheets

(Unaudited)


(in millions, except per share data)	September 30, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	27,210	$	25,312
Short-term investments	3,404		3,801
Accounts receivable, net	22,672		22,365
Other current receivables, net	32,762		26,089
Prepaid expenses and other current assets	9,019		8,212
Total current assets	95,067		85,779
Long-term investments	52,996		52,354
Property, equipment and capitalized software, net	11,104		10,553
Goodwill	110,340		106,734
Other intangible assets, net	22,785		23,268
Other assets	22,977		19,590
Total assets	$	315,269	$	298,278
Liabilities, redeemable noncontrolling interests and equity
Current liabilities:
Medical costs payable	$	40,181	$	34,224
Accounts payable and accrued liabilities	36,033		34,337
Short-term borrowings and current maturities of long-term debt	7,737		4,545
Unearned revenues	3,366		3,317
Other current liabilities	28,209		27,346
Total current liabilities	115,526		103,769
Long-term debt, less current maturities	72,399		72,359
Deferred income taxes	3,162		3,620
Other liabilities	18,369		15,939
Total liabilities	209,456		195,687
Commitments and contingencies (Note 7)
Redeemable noncontrolling interests	4,244		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; 906 and 915 issued and outstanding	9		9
Additional paid-in capital	394		—
Retained earnings	97,595		96,036
Accumulated other comprehensive loss	(2,211)		(3,387)
Nonredeemable noncontrolling interests	5,782		5,610
Total equity	101,569		98,268
Total liabilities, redeemable noncontrolling interests and equity	$	315,269	$	298,278

See Notes to the Condensed Consolidated Financial Statements

UnitedHealth Group

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions, except per share data)	2025		2024		2025		2024
Revenues:
Premiums	$	88,979	$	77,442	$	263,418	$	232,327
Products	13,296		12,631		39,896		36,751
Services	9,754		9,104		27,765		26,742
Investment and other income	1,132		1,643		3,273		3,651
Total revenues	113,161		100,820		334,352		299,471
Operating costs:
Medical costs	79,958		65,957		231,954		197,150
Operating costs	15,223		13,280		42,595		40,519
Cost of products sold	12,566		11,834		37,975		34,230
Depreciation and amortization	1,099		1,041		3,244		3,058
Total operating costs	108,846		92,112		315,768		274,957
Earnings from operations	4,315		8,708		18,584		24,514
Interest expense	(1,003)		(1,074)		(3,028)		(2,903)
Loss on sale of subsidiary and subsidiaries held for sale	(83)		(20)		(139)		(8,331)
Earnings before income taxes	3,229		7,614		15,417		13,280
Provision for income taxes	(686)		(1,356)		(2,828)		(3,822)
Net earnings	2,543		6,258		12,589		9,458
Earnings attributable to noncontrolling interests	(195)		(203)		(543)		(596)
Net earnings attributable to UnitedHealth Group common shareholders	$	2,348	$	6,055	$	12,046	$	8,862
Earnings per share attributable to UnitedHealth Group common shareholders:
Basic	$	2.59	$	6.56	$	13.27	$	9.61
Diluted	$	2.59	$	6.51	$	13.21	$	9.53
Basic weighted-average number of common shares outstanding	906		923		908		922
Dilutive effect of common share equivalents	2		7		4		8
Diluted weighted-average number of common shares outstanding	908		930		912		930
Anti-dilutive shares excluded from the calculation of dilutive effect of common share equivalents	16		4		12		6

See Notes to the Condensed Consolidated Financial Statements

UnitedHealth Group

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2025		2024		2025		2024
Net earnings	$	2,543	$	6,258	$	12,589	$	9,458
Other comprehensive income:
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, net of tax	413		1,106		1,067		826
Gross reclassification adjustment for net realized gains included in net earnings	(24)		(291)		(51)		(349)
Income tax effect	6		67		12		80
Total reclassification adjustment, net of tax	(18)		(224)		(39)		(269)
Foreign currency translation (losses) gains	(71)		88		148		(197)
Reclassification adjustment for translation losses included in net earnings	—		—		—		4,214
Total foreign currency translation (losses) gains	(71)		88		148		4,017
Other comprehensive income	324		970		1,176		4,574
Comprehensive income	2,867		7,228		13,765		14,032
Comprehensive income attributable to noncontrolling interests	(195)		(203)		(543)		(596)
Comprehensive income attributable to UnitedHealth Group common shareholders	$	2,672	$	7,025	$	13,222	$	13,436

See Notes to the Condensed Consolidated Financial Statements

UnitedHealth Group

Condensed Consolidated Statements of Changes in Equity

(Unaudited)


	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss				Nonredeemable Noncontrolling Interests		Total Equity
Three months ended September 30, (in millions)	Shares	Amount				Net Unrealized (Losses) Gains on Investments		Foreign Currency Translation (Losses) Gains
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 (loss)								395		(71)				324
Issuances of common stock, and related tax effects	1	—		241										241
Share-based compensation				214										214
Common share repurchases	—	—		1		(1)								—
Cash dividends paid on common shares ($2.21 per share)						(2,002)								(2,002)
Redeemable noncontrolling interests fair value and other adjustments				(62)										(62)
Acquisition and other adjustments of nonredeemable noncontrolling interests												34		34
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
Net earnings						6,055						155		6,210
Other comprehensive income								882		88				970
Issuances of common stock, and related tax effects	4	—		842										842
Share-based compensation				208										208
Common share repurchases	(2)	—		(957)		—								(957)
Cash dividends paid on common shares ($2.10 per share)						(1,937)								(1,937)
Redeemable noncontrolling interests fair value and other adjustments				(5)										(5)
Acquisition and other adjustments of nonredeemable noncontrolling interests												28		28
Distribution to nonredeemable noncontrolling interests												(154)		(154)
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

UnitedHealth Group

Condensed Consolidated Statements of Changes in Equity

(Unaudited)


	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss				Nonredeemable Noncontrolling Interests		Total Equity
Nine months ended September 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 earnings						12,046						464		12,510
Other comprehensive income								1,028		148				1,176
Issuances of common stock, and related tax effects	3	—		620										620
Share-based compensation				805										805
Common share repurchases	(12)	—		(954)		(4,573)								(5,527)
Cash dividends paid on common shares ($6.52 per share)						(5,914)								(5,914)
Redeemable noncontrolling interests fair value and other adjustments				(77)										(77)
Acquisition and other adjustments of nonredeemable noncontrolling interests												209		209
Distribution to nonredeemable noncontrolling interests												(501)		(501)
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 income								557		4,017				4,574
Issuances of common stock, and related tax effects	7	—		1,280										1,280
Share-based compensation				770										770
Common share repurchases	(8)	—		(1,528)		(2,517)								(4,045)
Cash dividends paid on common shares ($6.08 per share)						(5,601)								(5,601)
Redeemable noncontrolling interests fair value and other adjustments				(61)										(61)
Acquisition and other adjustments of nonredeemable noncontrolling interests												(291)		(291)
Distribution to nonredeemable noncontrolling interests												(490)		(490)
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

UnitedHealth Group

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Nine Months Ended September 30,
(in millions)	2025		2024
Operating activities
Net earnings	$	12,589	$	9,458
Noncash items:
Depreciation and amortization	3,244		3,058
Deferred income taxes	(1,019)		(234)
Share-based compensation	795		831
Loss on sale of subsidiary and subsidiaries held for sale	139		8,331
Other, net	64		(610)
Net change in other operating items, net of effects from acquisitions and dispositions:
Accounts receivable	65		685
Other assets	(3,105)		(2,988)
Medical costs payable	6,178		2,235
Accounts payable and other liabilities	(417)		1,250
Unearned revenues	56		(181)
Cash flows from operating activities	18,589		21,835
Investing activities
Purchases of investments	(12,805)		(19,951)
Sales of investments	7,945		15,065
Maturities of investments	6,517		6,738
Cash paid for acquisitions and other transactions, net of cash assumed	(4,436)		(11,674)
Purchases of property, equipment and capitalized software	(2,674)		(2,587)
Loans to care providers - cyberattack	—		(8,904)
Repayments of care provider loans - cyberattack	1,543		3,189
Other, net	(2,164)		(1,284)
Cash flows used for investing activities	(6,074)		(19,408)
Financing activities
Common share repurchases	(5,545)		(4,028)
Cash dividends paid	(5,914)		(5,601)
Proceeds from common stock issuances	803		1,611
Repayments of long-term debt	(2,000)		(2,500)
Proceeds from (repayments of) short-term borrowings, net	1,469		(191)
Proceeds from issuance of long-term debt	2,969		17,811
Customer funds administered	(1,792)		(1,059)
Other, net	(603)		(1,213)
Cash flows (used for) from financing activities	(10,613)		4,830
Effect of exchange rate changes on cash and cash equivalents	25		(30)
Increase in cash and cash equivalents, including cash within businesses held for sale	1,927		7,227
Less: net increase in cash within businesses held for sale	(29)		(254)
Net increase in cash and cash equivalents	1,898		6,973
Cash and cash equivalents, beginning of period	25,312		25,427
Cash and cash equivalents, end of period	$	27,210	$	32,400

See Notes to the Condensed Consolidated Financial Statements

UnitedHealth Group

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation

UnitedHealth Group Incorporated (individually and together with its subsidiaries, “UnitedHealth Group” and the “Company”) 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. The Company’s 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 the Company is privileged to serve.

The Company has prepared the Condensed Consolidated Financial Statements according to U.S. Generally Accepted Accounting Principles (GAAP) and has included the accounts of UnitedHealth Group and its subsidiaries. The year-end condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. In accordance with the rules and regulations of the U.S. Securities and Exchange Commission (SEC), the Company has omitted certain footnote disclosures that would substantially duplicate the disclosures contained in its annual audited Consolidated Financial Statements. Therefore, these Condensed Consolidated Financial Statements should be read together with the Consolidated Financial Statements and the Notes included in Part II, Item 8, “Financial Statements and Supplementary Data” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC (2024 10-K). The accompanying Condensed Consolidated Financial Statements include all normal recurring adjustments necessary to present the interim financial statements fairly.

Use of Estimates

These Condensed Consolidated Financial Statements include certain amounts based on the Company’s best estimates and judgments. The Company’s most significant estimates relate to estimates and judgments for medical costs payable and goodwill. Certain of these estimates require the application of complex assumptions and judgments, often because they involve matters that are inherently uncertain and will likely change in subsequent periods. The impact of any change in estimates is included in earnings in the period in which the estimate is adjusted.

Revenues - Products and Services

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.

2. Investments

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


(in millions)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
September 30, 2025
Debt securities - available-for-sale:
U.S. government and agency obligations	$	3,893	$	2	$	(167)	$	3,728
State and municipal obligations	6,747		20		(273)		6,494
Corporate obligations	24,731		156		(578)		24,309
U.S. agency mortgage-backed securities	10,258		25		(651)		9,632
Non-U.S. agency mortgage-backed securities	2,757		11		(109)		2,659
Total debt securities - available-for-sale	48,386		214		(1,778)		46,822
Debt securities - held-to-maturity:
U.S. government and agency obligations	459		1		(1)		459
State and municipal obligations	26		—		(2)		24
Corporate obligations	3		—		—		3
Total debt securities - held-to-maturity	488		1		(3)		486
Total debt securities	$	48,874	$	215	$	(1,781)	$	47,308
December 31, 2024
Debt securities - available-for-sale:
U.S. government and agency obligations	$	4,600	$	1	$	(274)	$	4,327
State and municipal obligations	7,357		2		(375)		6,984
Corporate obligations	24,391		56		(1,140)		23,307
U.S. agency mortgage-backed securities	10,577		1		(994)		9,584
Non-U.S. agency mortgage-backed securities	2,890		2		(175)		2,717
Total debt securities - available-for-sale	49,815		62		(2,958)		46,919
Debt securities - held-to-maturity:
U.S. government and agency obligations	444		—		(2)		442
State and municipal obligations	28		—		(2)		26
Corporate obligations	40		—		—		40
Total debt securities - held-to-maturity	512		—		(4)		508
Total debt securities	$	50,327	$	62	$	(2,962)	$	47,427

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 $3.5 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
(in millions)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	3,485	$	3,466	$	264	$	264
Due after one year through five years	13,603		13,360		202		202
Due after five years through ten years	11,582		11,243		5		5
Due after ten years	6,701		6,462		17		15
U.S. agency mortgage-backed securities	10,258		9,632		—		—
Non-U.S. agency mortgage-backed securities	2,757		2,659		—		—
Total debt securities	$	48,386	$	46,822	$	488	$	486

The fair value of available-for-sale debt securities with gross unrealized losses by major security type and length of time that individual securities have been in a continuous unrealized loss position were as follows:


	Less Than 12 Months				12 Months or Greater				Total
(in millions)	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
September 30, 2025
Debt securities - available-for-sale:
U.S. government and agency obligations	$	525	$	(5)	$	2,561	$	(162)	$	3,086	$	(167)
State and municipal obligations	1,346		(47)		3,825		(226)		5,171		(273)
Corporate obligations	1,610		(16)		11,293		(562)		12,903		(578)
U.S. agency mortgage-backed securities	1,044		(11)		6,434		(640)		7,478		(651)
Non-U.S. agency mortgage-backed securities	188		—		1,471		(109)		1,659		(109)
Total debt securities - available-for-sale	$	4,713	$	(79)	$	25,584	$	(1,699)	$	30,297	$	(1,778)
December 31, 2024
Debt securities - available-for-sale:
U.S. government and agency obligations	$	1,475	$	(51)	$	2,152	$	(223)	$	3,627	$	(274)
State and municipal obligations	2,593		(58)		4,085		(317)		6,678		(375)
Corporate obligations	7,402		(213)		11,449		(927)		18,851		(1,140)
U.S. agency mortgage-backed securities	4,791		(191)		4,674		(803)		9,465		(994)
Non-U.S. agency mortgage-backed securities	416		(5)		1,863		(170)		2,279		(175)
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 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. The unrealized losses were primarily caused by interest rate increases and not by unfavorable changes in the credit quality associated with these securities which impacted the Company’s assessment on collectability of principal and interest. At each reporting period, the Company evaluates available-for-sale debt securities for any credit-related impairment when the fair value of the investment is less than its amortized cost. 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 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 September 30, 2025 and December 31, 2024 was not material.

3. Fair Value

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. These assets and liabilities are classified into one of three levels of a hierarchy defined by GAAP.

For a description of the methods and assumptions that are used to estimate the fair value and determine the fair value hierarchy classification of each class of financial instrument, see Note 4 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in the 2024 10-K.

The following table presents a summary of fair value measurements by level and carrying values for items measured at fair value on a recurring basis in the Condensed Consolidated Balance Sheets:


(in millions)	Quoted Prices in Active Markets (Level 1)			Other Observable Inputs (Level 2)			Unobservable Inputs (Level 3)			Total Fair and Carrying Value
September 30, 2025
Cash and cash equivalents	$	21,305		$	5,905		$	—		$	27,210
Debt securities - available-for-sale:
U.S. government and agency obligations	3,561			167			—			3,728
State and municipal obligations	—			6,494			—			6,494
Corporate obligations	—			23,842			467			24,309
U.S. agency mortgage-backed securities	—			9,632			—			9,632
Non-U.S. agency mortgage-backed securities	—			2,659			—			2,659
Total debt securities - available-for-sale	3,561			42,794			467			46,822
Equity securities	2,023			214			207			2,444
Total assets at fair value	$	26,889		$	48,913		$	674		$	76,476
Percentage of total assets at fair value	35		%	64		%	1		%	100		%
December 31, 2024
Cash and cash equivalents	$	25,248		$	64		$	—		$	25,312
Debt securities - available-for-sale:
U.S. government and agency obligations	4,194			133			—			4,327
State and municipal obligations	—			6,984			—			6,984
Corporate obligations	29			22,841			437			23,307
U.S. agency mortgage-backed securities	—			9,584			—			9,584
Non-U.S. agency mortgage-backed securities	—			2,717			—			2,717
Total debt securities - available-for-sale	4,223			42,259			437			46,919
Equity securities	1,859			24			65			1,948
Total assets at fair value	$	31,330		$	42,347		$	502		$	74,179
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 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:


(in millions)	Quoted Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Total Fair Value		Total Carrying Value
September 30, 2025
Debt securities - held-to-maturity	$	461	$	25	$	—	$	486	$	488
Long-term debt and other financing obligations	$	—	$	73,627	$	—	$	73,627	$	77,247
December 31, 2024
Debt securities - held-to-maturity	$	482	$	26	$	—	$	508	$	512
Long-term debt and other financing obligations	$	—	$	70,565	$	—	$	70,565	$	75,604

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 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.

4. Medical Costs Payable

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


(in millions)	2025		2024
Medical costs payable, beginning of period	$	34,224	$	32,395
Acquisitions (dispositions), net	20		(755)
Reported medical costs:
Current year	231,984		197,750
Prior years	(30)		(600)
Total reported medical costs	231,954		197,150
Medical payments:
Payments for current year	(195,548)		(165,544)
Payments for prior years	(30,453)		(29,095)
Total medical payments	(226,001)		(194,639)
Less: increase in medical costs payable included within businesses held for sale	(16)		(200)
Medical costs payable, end of period	$	40,181	$	33,951

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.

5. Short-Term Borrowings and Long-Term Debt

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	$	500
4.65%, January 2031	750
5.3%, June 2035	1,000
5.95%, June 2055	750

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.

6. Dividends

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 nine months ended September 30, 2025:


Payment Date	Amount per Share		Total Amount Paid
			(in millions)
March 18	$	2.10	$	1,912
June 24	2.21		2,000
September 23	2.21		2,002

7. Commitments and Contingencies

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, 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.

The Company records liabilities for its estimates of probable costs resulting from these matters where appropriate. Estimates of costs resulting from legal and regulatory matters involving the Company are inherently difficult to predict, particularly where the matters: involve indeterminate claims for monetary damages or may involve fines, penalties or punitive damages; present novel legal theories or represent a shift in regulatory policy; involve a large number of claimants or regulatory bodies; are in the early stages of the proceedings; or could result in a change in business practices. Accordingly, the Company is often unable to estimate the losses or ranges of losses for those matters where there is a reasonable possibility or it is probable a loss may be incurred.

Government Investigations, Audits and Reviews

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 (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. Department of Justice (DOJ), the SEC, the Internal Revenue Service, the U.S. Drug Enforcement Administration, the U.S. Department of Labor, the Federal Deposit Insurance Corporation, the Consumer Financial Protection Bureau, the Defense Contract Audit Agency, the Food and Drug Administration and other governmental authorities. Similarly, the Company’s international businesses are also subject to investigations, audits and reviews by applicable foreign governments. The Company has also been responding to subpoenas, information requests and investigations from governmental entities. The Company can provide no assurance as to the scope and outcome of these matters and no assurance as to whether its business, financial condition or results of operations will be materially adversely affected. 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 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. The whistleblower’s complaint, which was unsealed on February 15, 2017, alleges the Company made improper risk adjustment submissions and violated the False Claims Act. In March 2025, a Special Master appointed by the court issued a report recommending that the court enter summary judgment in the Company’s favor on all remaining claims. In April 2025, the DOJ filed a motion asking the court to reject the Special Master’s report. The Company cannot reasonably estimate the outcome which may result from this matter given its procedural status.

8. Held for Sale

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 group as of September 30, 2025, were as follows:


(in millions)	Businesses Held for Sale
Assets
Cash and cash equivalents	$	248
Accounts receivable and other current assets	682
Property, equipment and capitalized software	743
Goodwill and other intangible assets	460
Other long-term assets	294
Remeasurement of assets of businesses held for sale to fair value less cost to sell(1)	(1,397)
Total assets	$	1,030
Liabilities
Medical costs payable	$	195
Accounts payable and other current liabilities	377
Other long-term liabilities	407
Total liabilities	$	979

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

9. 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.

10. Segment Financial Information

The Company’s four reportable segments are UnitedHealthcare, Optum Health, Optum Insight and Optum Rx. For more information on the Company’s segments, see Part I, Item I, “Business” and Note 14 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in the 2024 10-K.

The following tables present reportable segment financial information:


			Optum
(in millions)	UnitedHealthcare		Optum Health		Optum Insight		Optum Rx		Optum Eliminations		Optum		Corporate and Eliminations		Consolidated
Three Months Ended September 30, 2025
Revenues - unaffiliated customers:
Premiums	$	83,924	$	5,055	$	—	$	—	$	—	$	5,055	$	—	$	88,979
Products	—		61		45		13,190		—		13,296		—		13,296
Services	2,578		4,394		1,539		1,243		—		7,176		—		9,754
Total revenues - unaffiliated customers	86,502		9,510		1,584		14,433		—		25,527		—		112,029
Total revenues - affiliated customers	—		15,918		3,290		25,195		(1,317)		43,086		(43,086)		—
Investment and other income	568		472		41		51		—		564		—		1,132
Total revenues	$	87,070	$	25,900	$	4,915	$	39,679	$	(1,317)	$	69,177	$	(43,086)	$	113,161
Total operating costs (a)	$	85,265	$	25,645	$	4,209	$	38,130	$	(1,317)	$	66,667	$	(43,086)	$	108,846
Earnings from operations	$	1,805	$	255	$	706	$	1,549	$	—	$	2,510	$	—	$	4,315
Interest expense	—		—		—		—		—		—		(1,003)		(1,003)
Loss on sale of subsidiary and subsidiaries held for sale	(83)		—		—		—		—		—		—		(83)
Earnings before income taxes	$	1,722	$	255	$	706	$	1,549	$	—	$	2,510	$	(1,003)	$	3,229
Total assets	$	130,492	$	100,895	$	33,846	$	62,528	$	—	$	197,269	$	(12,492)	$	315,269
Purchases of property, equipment and capitalized software	238		282		267		103		—		652		—		890
Depreciation and Amortization	221		309		359		210		—		878		—		1,099
Three Months Ended September 30, 2024
Revenues - unaffiliated customers:
Premiums	$	71,624	$	5,818	$	—	$	—	$	—	$	5,818	$	—	$	77,442
Products	—		84		41		12,506		—		12,631		—		12,631
Services	2,422		3,953		1,700		1,029		—		6,682		—		9,104
Total revenues - unaffiliated customers	74,046		9,855		1,741		13,535		—		25,131		—		99,177
Total revenues - affiliated customers	—		15,448		3,086		20,554		(1,130)		37,958		(37,958)		—
Investment and other income	807		614		104		118		—		836		—		1,643
Total revenues	$	74,853	$	25,917	$	4,931	$	34,207	$	(1,130)	$	63,925	$	(37,958)	$	100,820
Total operating costs (a)	$	70,641	$	23,756	$	4,140	$	32,663	$	(1,130)	$	59,429	$	(37,958)	$	92,112
Earnings from operations	$	4,212	$	2,161	$	791	$	1,544	$	—	$	4,496	$	—	$	8,708
Interest expense	—		—		—		—		—		—		(1,074)		(1,074)
Loss on sale of subsidiary and subsidiaries held for sale	(20)		—		—		—		—		—		—		(20)
Earnings before income taxes	$	4,192	$	2,161	$	791	$	1,544	$	—	$	4,496	$	(1,074)	$	7,614
Total assets	$	120,760	$	95,482	$	34,666	$	57,031	$	—	$	187,179	$	(8,630)	$	299,309
Purchases of property, equipment and capitalized software	211		256		398		126		—		780		—		991
Depreciation and Amortization	217		283		332		209		—		824		—		1,041

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


			Optum
(in millions)	UnitedHealthcare		Optum Health		Optum Insight		Optum Rx		Optum Eliminations		Optum		Corporate and Eliminations		Consolidated
Nine Months Ended September 30, 2025
Revenues - unaffiliated customers:
Premiums	$	248,456	$	14,962	$	—	$	—	$	—	$	14,962	$	—	$	263,418
Products	—		191		133		39,572		—		39,896		—		39,896
Services	7,665		12,114		4,556		3,430		—		20,100		—		27,765
Total revenues - unaffiliated customers	256,121		27,267		4,689		43,002		—		74,958		—		331,079
Total revenues - affiliated customers	—		47,785		9,588		70,122		(3,770)		123,725		(123,725)		—
Investment and other income	1,669		1,362		96		146		—		1,604		—		3,273
Total revenues	$	257,790	$	76,414	$	14,373	$	113,270	$	(3,770)	$	200,287	$	(123,725)	$	334,352
Total operating costs (a)	$	248,684	$	73,909	$	11,708	$	108,962	$	(3,770)	$	190,809	$	(123,725)	$	315,768
Earnings from operations	$	9,106	$	2,505	$	2,665	$	4,308	$	—	$	9,478	$	—	$	18,584
Interest expense	—		—		—		—		—		—		(3,028)		(3,028)
Loss on sale of subsidiary and subsidiaries held for sale	(139)		—		—		—		—		—		—		(139)
Earnings before income taxes	$	8,967	$	2,505	$	2,665	$	4,308	$	—	$	9,478	$	(3,028)	$	15,417
Total assets	$	130,492	$	100,895	$	33,846	$	62,528	$	—	$	197,269	$	(12,492)	$	315,269
Purchases of property, equipment and capitalized software	626		867		895		286		—		2,048		—		2,674
Depreciation and Amortization	661		892		1,054		637		—		2,583		—		3,244
Nine Months Ended September 30, 2024
Revenues - unaffiliated customers:
Premiums	$	214,867	$	17,460	$	—	$	—	$	—	$	17,460	$	—	$	232,327
Products	—		205		123		36,423		—		36,751		—		36,751
Services	7,339		12,006		4,807		2,590		—		19,403		—		26,742
Total revenues - unaffiliated customers	222,206		29,671		4,930		39,013		—		73,614		—		295,820
Total revenues - affiliated customers	—		48,641		8,887		58,208		(3,275)		112,461		(112,461)		—
Investment and other income	1,870		1,386		159		236		—		1,781		—		3,651
Total revenues	$	224,076	$	79,698	$	13,976	$	97,457	$	(3,275)	$	187,856	$	(112,461)	$	299,471
Total operating costs (a)	$	211,465	$	73,719	$	12,149	$	93,360	$	(3,275)	$	175,953	$	(112,461)	$	274,957
Earnings from operations	$	12,611	$	5,979	$	1,827	$	4,097	$	—	$	11,903	$	—	$	24,514
Interest expense	—		—		—		—		—		—		(2,903)		(2,903)
Loss on sale of subsidiary and subsidiaries held for sale	(8,331)		—		—		—		—		—		—		(8,331)
Earnings before income taxes	$	4,280	$	5,979	$	1,827	$	4,097	$	—	$	11,903	$	(2,903)	$	13,280
Total assets	$	120,760	$	95,482	$	34,666	$	57,031	$	—	$	187,179	$	(8,630)	$	299,309
Purchases of property, equipment and capitalized software	581		724		987		295		—		2,006		—		2,587
Depreciation and Amortization	673		832		958		595		—		2,385		—		3,058

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

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