Equibles

10-Q

UNITEDHEALTH GROUP INC (UNH)

10-Q 2025-08-11 For: 2025-06-30
View Original
Added on April 10, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________________

FORM 10-Q

__________________________________________________________

☒ 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

__________________________________________________________

UHG(R)_CMYK.jpg

UnitedHealth Group Incorporated

(Exact name of registrant as specified in its charter)

__________________________________________________________

Delaware 41-1321939
(State or other jurisdiction of<br>incorporation or organization) (I.R.S. Employer<br>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)

_________________________________________________________

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 ofJune30, 2025 and December 31, 2024 1
Condensed Consolidated Statements of Operations for the Threeand SixMonths EndedJune30, 2025 and 2024 2
Condensed Consolidated Statements of Comprehensive Income for the Threeand SixMonths EndedJune 30, 2025 and 2024 3
Condensed Consolidated Statements of Changes in Equity for the Threeand SixMonths EndedJune 30, 2025 and 2024 4
Condensed Consolidated Statements of Cash Flows for theSixMonths EndedJune 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

ITEM 1.    FINANCIAL STATEMENTS

UnitedHealth Group

Condensed Consolidated Balance Sheets

(Unaudited)

(in millions, except per share data) June 30,<br>2025 December 31,<br>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

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UnitedHealth Group

Condensed Consolidated Statements of Operations

(Unaudited)

Three Months Ended <br>June 30, Six Months Ended <br>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

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UnitedHealth Group

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

Three Months Ended <br>June 30, Six Months Ended <br>June 30,
(in millions) 2025 2024 2025 2024
Net earnings $ 3,572 $ 4,421 $ 10,046 $ 3,200
Other comprehensive income:
Gross unrealized gains (losses) on investment securities during the period 327 (75) 848 (365)
Income tax effect (75) 17 (194) 85
Total unrealized gains (losses), net of tax 252 (58) 654 (280)
Gross reclassification adjustment for net realized gains included in net earnings (17) (26) (27) (58)
Income tax effect 4 6 6 13
Total reclassification adjustment, net of tax (13) (20) (21) (45)
Foreign currency translation gains (losses) 131 8 219 (285)
Reclassification adjustment for translation losses included in net earnings — 86 — 4,214
Total foreign currency translation gains 131 94 219 3,929
Other comprehensive income 370 16 852 3,604
Comprehensive income 3,942 4,437 10,898 6,804
Comprehensive income attributable to noncontrolling interests (166) (205) (348) (393)
Comprehensive income attributable to UnitedHealth Group common shareholders $ 3,776 $ 4,232 $ 10,550 $ 6,411

See Notes to the Condensed Consolidated Financial Statements

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UnitedHealth Group

Condensed Consolidated Statements of Changes in Equity

(Unaudited)

Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Nonredeemable Noncontrolling Interests Total <br>Equity
Three months ended June 30,(in millions) Amount Net Unrealized (Losses) Gains on Investments Foreign Currency Translation (Losses) Gains
Balance at March 31, 2025 $ 9 $ — $ 97,934 $ (1,832) $ (1,073) $ 5,773 $ 100,811
Net earnings 3,406 149 3,555
Other comprehensive income 239 131 370
Issuances of common stock, and related tax effects — 196 196
Share-based compensation 229 229
Common share repurchases — (415) (2,090) (2,505)
Cash dividends paid on common shares (2.21 per share) (2,000) (2,000)
Redeemable noncontrolling interests fair value and other adjustments (10) (10)
Acquisition and other adjustments of nonredeemable noncontrolling interests (19) (19)
Distribution to nonredeemable noncontrolling interests (158) (158)
Balance at June 30, 2025 $ 9 $ — $ 97,250 $ (1,593) $ (942) $ 5,745 $ 100,469
Balance at March 31, 2024 $ 9 $ — $ 90,118 $ (2,218) $ (1,221) $ 5,682 $ 92,370
Net earnings 4,216 158 4,374
Other comprehensive (loss) income (78) 94 16
Issuances of common stock, and related tax effects — 196 196
Share-based compensation 210 210
Common share repurchases — 3 1 4
Cash dividends paid on common shares (2.10 per share) (1,935) (1,935)
Redeemable noncontrolling interests fair value and other adjustments (36) (36)
Acquisition and other adjustments of nonredeemable noncontrolling interests (338) (338)
Distribution to nonredeemable noncontrolling interests (185) (185)
Balance at June 30, 2024 $ 9 $ 373 $ 92,400 $ (2,296) $ (1,127) $ 5,317 $ 94,676

All values are in US Dollars.

See Notes to the Condensed Consolidated Financial Statements

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UnitedHealth Group

Condensed Consolidated Statements of Changes in Equity

(Unaudited)

Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Nonredeemable Noncontrolling Interests Total <br>Equity
Six months ended June 30,(in millions) Amount Net Unrealized (Losses) Gains on Investments Foreign Currency Translation (Losses) Gains
Balance at January 1, 2025 $ 9 $ — $ 96,036 $ (2,226) $ (1,161) $ 5,610 $ 98,268
Net earnings 9,698 297 9,995
Other comprehensive income 633 219 852
Issuances of common stock, and related tax effects — 379 379
Share-based compensation 591 591
Common share repurchases — (955) (4,572) (5,527)
Cash dividends paid on common shares (4.31 per share) (3,912) (3,912)
Redeemable noncontrolling interests fair value and other adjustments (15) (15)
Acquisition and other adjustments of nonredeemable noncontrolling interests 175 175
Distribution to nonredeemable noncontrolling interests (337) (337)
Balance at June 30, 2025 $ 9 $ — $ 97,250 $ (1,593) $ (942) $ 5,745 $ 100,469
Balance at January 1, 2024 $ 9 $ — $ 95,774 $ (1,971) $ (5,056) $ 5,665 $ 94,421
Net earnings 2,807 307 3,114
Other comprehensive (loss) income (325) 3,929 3,604
Issuances of common stock, and related tax effects — 438 438
Share-based compensation 562 562
Common share repurchases — (571) (2,517) (3,088)
Cash dividends paid on common shares (3.98 per share) (3,664) (3,664)
Redeemable noncontrolling interests fair value and other adjustments (56) (56)
Acquisition and other adjustments of nonredeemable noncontrolling interests (319) (319)
Distribution to nonredeemable noncontrolling interests (336) (336)
Balance at June 30, 2024 $ 9 $ 373 $ 92,400 $ (2,296) $ (1,127) $ 5,317 $ 94,676

All values are in US Dollars.

See Notes to the Condensed Consolidated Financial Statements

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UnitedHealth Group

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Six Months Ended <br>June 30,
(in millions) 2025 2024
Operating activities
Net earnings $ 10,046 $ 3,200
Noncash items:
Depreciation and amortization 2,145 2,017
Deferred income taxes (87) (358)
Share-based compensation 572 594
Loss on sale of subsidiary and subsidiaries held for sale 56 8,311
Other, net 127 459
Net change in other operating items, net of effects from acquisitions and dispositions:
Accounts receivable (1,681) (2,471)
Other assets (2,143) (4,121)
Medical costs payable 4,371 777
Accounts payable and other liabilities (480) 36
Unearned revenues (282) (554)
Cash flows from operating activities 12,644 7,890
Investing activities
Purchases of investments (8,180) (10,130)
Sales of investments 5,181 5,288
Maturities of investments 4,326 4,621
Cash paid for acquisitions and other transactions, net of cash assumed (734) (3,031)
Purchases of property, equipment and capitalized software (1,784) (1,596)
Loans to care providers - cyberattack — (8,100)
Repayments of care provider loans - cyberattack 1,293 604
Other, net (1,618) (1,413)
Cash flows used for investing activities (1,516) (13,757)
Financing activities
Common share repurchases (5,545) (3,072)
Cash dividends paid (3,912) (3,664)
Proceeds from common stock issuances 581 744
Repayments of long-term debt — (1,750)
(Repayments of) proceeds from short-term borrowings, net (1,403) 8,615
Proceeds from issuance of long-term debt 2,969 5,925
Customer funds administered (25) 990
Other, net (513) (753)
Cash flows (used for) from financing activities (7,848) 7,035
Effect of exchange rate changes on cash and cash equivalents 29 (44)
Increase in cash and cash equivalents, including cash within businesses held for sale 3,309 1,124
Less: net increase in cash within businesses held for sale (25) (265)
Net increase in cash and cash equivalents 3,284 859
Cash and cash equivalents, beginning of period 25,312 25,427
Cash and cash equivalents, end of period $ 28,596 $ 26,286

See Notes to the Condensed Consolidated Financial Statements

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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 June 30, 2025 and December 31, 2024, accounts receivable related to products and services were $9.8 billion and $9.9 billion, respectively. As of June 30, 2025, revenue expected to be recognized in any future year related to remaining performance obligations, excluding revenue pertaining to contracts having an original expected duration of one year or less, contracts where revenue is recognized as invoiced and contracts with variable consideration related to undelivered performance obligations, was $11.9 billion, of which approximately half is expected to be recognized in the next three years.

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2.    Investments

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

(in millions) Amortized<br>Cost Gross<br>Unrealized<br>Gains Gross<br>Unrealized<br>Losses Fair<br>Value
June 30, 2025
Debt securities - available-for-sale:
U.S. government and agency obligations $ 4,189 $ 3 $ (186) $ 4,006
State and municipal obligations 7,234 7 (375) 6,866
Corporate obligations 24,044 106 (735) 23,415
U.S. agency mortgage-backed securities 10,341 8 (783) 9,566
Non-U.S. agency mortgage-backed securities 2,875 7 (127) 2,755
Total debt securities - available-for-sale 48,683 131 (2,206) 46,608
Debt securities - held-to-maturity:
U.S. government and agency obligations 448 1 (1) 448
State and municipal obligations 26 — (3) 23
Corporate obligations 19 — — 19
Total debt securities - held-to-maturity 493 1 (4) 490
Total debt securities $ 49,176 $ 132 $ (2,210) $ 47,098
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 $5.4 billion and $4.9 billion of equity securities as of June 30, 2025 and December 31, 2024, respectively. The Company’s investments in equity securities primarily consist of venture investments and employee savings plan related investments. Additionally, the Company’s investments included $3.4 billion and $3.8 billion of equity method investments primarily in operating businesses in the health care sector as of June 30, 2025 and December 31, 2024, respectively. The allowance for credit losses on held-to-maturity securities at June 30, 2025 and December 31, 2024 was not material.

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

Available-for-Sale Held-to-Maturity
(in millions) Amortized<br>Cost Fair<br>Value Amortized<br>Cost Fair<br>Value
Due in one year or less $ 3,530 $ 3,506 $ 319 $ 319
Due after one year through five years 14,415 14,106 152 152
Due after five years through ten years 11,983 11,485 5 5
Due after ten years 5,539 5,190 17 14
U.S. agency mortgage-backed securities 10,341 9,566 — —
Non-U.S. agency mortgage-backed securities 2,875 2,755 — —
Total debt securities $ 48,683 $ 46,608 $ 493 $ 490

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<br>Value Gross<br>Unrealized<br>Losses Fair<br>Value Gross<br>Unrealized<br>Losses Fair<br>Value Gross<br>Unrealized<br>Losses
June 30, 2025
Debt securities - available-for-sale:
U.S. government and agency obligations $ 1,377 $ (21) $ 1,833 $ (165) $ 3,210 $ (186)
State and municipal obligations 2,116 (93) 4,037 (282) 6,153 (375)
Corporate obligations 4,988 (80) 10,214 (655) 15,202 (735)
U.S. agency mortgage-backed securities 3,914 (110) 4,561 (673) 8,475 (783)
Non-U.S. agency mortgage-backed securities 300 (2) 1,636 (125) 1,936 (127)
Total debt securities - available-for-sale $ 12,695 $ (306) $ 22,281 $ (1,900) $ 34,976 $ (2,206)
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 June 30, 2025 were generated from approximately 28,000 positions out of a total of 43,000 positions. The Company believes that it will timely collect the principal and interest due on its debt securities that have an amortized cost in excess of fair value. 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 June 30, 2025, the Company did not have the intent to sell any of the available-for-sale debt securities in an unrealized loss position. Therefore, the Company believes these losses to be temporary. The allowance for credit losses on available-for-sale debt securities at June 30, 2025 and December 31, 2024 was not material.

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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<br>in Active<br>Markets<br>(Level 1) Other<br>Observable<br>Inputs<br>(Level 2) Unobservable<br>Inputs<br>(Level 3) Total<br>Fair and Carrying<br>Value
June 30, 2025
Cash and cash equivalents $ 23,299 $ 5,297 $ — $ 28,596
Debt securities - available-for-sale:
U.S. government and agency obligations 3,876 130 — 4,006
State and municipal obligations — 6,866 — 6,866
Corporate obligations — 22,942 473 23,415
U.S. agency mortgage-backed securities — 9,566 — 9,566
Non-U.S. agency mortgage-backed securities — 2,755 — 2,755
Total debt securities - available-for-sale 3,876 42,259 473 46,608
Equity securities 1,879 213 207 2,299
Total assets at fair value $ 29,054 $ 47,769 $ 680 $ 77,503
Percentage of total assets at fair value 37 % 62 % 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 six months ended June 30, 2025 or 2024.

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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<br>in Active<br>Markets<br>(Level 1) Other<br>Observable<br>Inputs<br>(Level 2) Unobservable<br>Inputs<br>(Level 3) Total<br>Fair<br>Value Total Carrying Value
June 30, 2025
Debt securities - held-to-maturity $ 466 $ 24 $ — $ 490 $ 493
Long-term debt and other financing obligations $ — $ 74,304 $ — $ 74,304 $ 79,193
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 June 30, 2025 were measured at the lower of carrying value or fair value less cost to sell. Fair value is measured based upon unobservable amounts, such as estimated selling price derived from Company-specific information and market conditions. There were no significant fair value adjustments for assets and liabilities recorded during the six months ended June 30, 2025 or 2024.

4.    Medical Costs Payable

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

(in millions) 2025 2024
Medical costs payable, beginning of period $ 34,224 $ 32,395
Acquisitions (dispositions), net — (687)
Reported medical costs:
Current year 152,316 131,583
Prior years (320) (390)
Total reported medical costs 151,996 131,193
Medical payments:
Payments for current year (118,793) (102,288)
Payments for prior years (28,998) (27,887)
Total medical payments (147,791) (130,175)
Less: increase in medical costs payable included within businesses held for sale (2) (179)
Medical costs payable, end of period $ 38,427 $ 32,547

For the six months ended June 30, 2025 and 2024, prior years’ medical cost reserve development included no individual factors that were significant. Medical costs payable included reserves for claims incurred by consumers but not yet reported to the Company of $26.8 billion and $23.7 billion at June 30, 2025 and December 31, 2024, respectively.

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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

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 six months ended June 30, 2025:

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

7.    Commitments and Contingencies

Pending Acquisitions

As of June 30, 2025, the Company had entered into agreements to acquire companies in the health care sector, subject to regulatory approval and other customary closing conditions. The total anticipated capital required for these acquisitions, excluding the payoff of acquired indebtedness, was approximately $4 billion.

Legal Matters

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.

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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 sales of its remaining South American operations are expected to close within the year, subject to regulatory and other customary closing conditions. Assets and liabilities held for sale have been included within prepaid expenses and other current assets and other current liabilities on the Condensed Consolidated Balance Sheet, respectively.

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

(in millions) Businesses <br>Held for Sale
Assets
Cash and cash equivalents $ 244
Accounts receivable and other current assets 674
Property, equipment and capitalized software 719
Goodwill and other intangible assets 442
Other long-term assets 292
Remeasurement of assets of businesses held for sale to fair value less cost to sell(1) (1,314)
Total assets $ 1,057
Liabilities
Medical costs payable $ 181
Accounts payable and other current liabilities 368
Other long-term liabilities 436
Total liabilities $ 985

(1)      Includes the effect of $847 million of cumulative foreign currency translation losses and $50 million of noncontrolling interests.

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9.    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<br>Eliminations Consolidated
Three Months Ended June 30, 2025
Revenues - unaffiliated customers:
Premiums $ 83,019 $ 4,886 $ — $ — $ — $ 4,886 $ — $ 87,905
Products — 65 44 13,455 — 13,564 — 13,564
Services 2,511 3,846 1,516 1,166 — 6,528 — 9,039
Total revenues - unaffiliated customers 85,530 8,797 1,560 14,621 — 24,978 — 110,508
Total revenues - affiliated customers — 15,953 3,236 23,790 (1,267) 41,712 (41,712) —
Investment and other income 573 455 32 48 — 535 — 1,108
Total revenues $ 86,103 $ 25,205 $ 4,828 $ 38,459 $ (1,267) $ 67,225 $ (41,712) $ 111,616
Total operating costs (a) $ 84,028 $ 24,569 $ 3,830 $ 37,018 $ (1,267) $ 64,150 $ (41,712) $ 106,466
Earnings from operations $ 2,075 $ 636 $ 998 $ 1,441 $ — $ 3,075 $ — $ 5,150
Interest expense — — — — — — (1,027) (1,027)
Loss on sale of subsidiary and subsidiaries held for sale (41) — — — — — — (41)
Earnings before income taxes $ 2,034 $ 636 $ 998 $ 1,441 $ — $ 3,075 $ (1,027) $ 4,082
Total assets $ 129,587 $ 96,452 $ 33,716 $ 61,674 $ — $ 191,842 $ (12,856) $ 308,573
Purchases of property, equipment and capitalized software 193 306 289 98 — 693 — 886
Depreciation and Amortization 221 296 351 216 — 863 — 1,084
Three Months Ended June 30, 2024
Revenues - unaffiliated customers:
Premiums $ 70,950 $ 5,947 $ — $ — $ — $ 5,947 $ — $ 76,897
Products — 62 41 12,108 — 12,211 — 12,211
Services 2,388 4,083 1,405 874 — 6,362 — 8,750
Total revenues - unaffiliated customers 73,338 10,092 1,446 12,982 — 24,520 — 97,858
Total revenues - affiliated customers — 16,576 3,070 19,373 (1,129) 37,890 (37,890) —
Investment and other income 528 382 27 60 — 469 — 997
Total revenues $ 73,866 $ 27,050 $ 4,543 $ 32,415 $ (1,129) $ 62,879 $ (37,890) $ 98,855
Total operating costs (a) $ 69,862 $ 25,131 $ 3,997 $ 31,009 $ (1,129) $ 59,008 $ (37,890) $ 90,980
Earnings from operations $ 4,004 $ 1,919 $ 546 $ 1,406 $ — $ 3,871 $ — $ 7,875
Interest expense — — — — — — (985) (985)
Loss on sale of subsidiary and subsidiaries held for sale (1,225) — — — — — — (1,225)
Earnings before income taxes $ 2,779 $ 1,919 $ 546 $ 1,406 $ — $ 3,871 $ (985) $ 5,665
Total assets $ 109,441 $ 93,858 $ 34,244 $ 56,058 $ — $ 184,160 $ (7,545) $ 286,056
Purchases of property, equipment and capitalized software 187 230 344 92 — 666 — 853
Depreciation and Amortization 221 277 316 206 — 799 — 1,020

(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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Optum
(in millions) UnitedHealthcare Optum Health Optum Insight Optum Rx Optum Eliminations Optum Corporate and<br>Eliminations Consolidated
Six Months Ended June 30, 2025
Revenues - unaffiliated customers:
Premiums $ 164,532 $ 9,907 $ — $ — $ — $ 9,907 $ — $ 174,439
Products — 130 88 26,382 — 26,600 — 26,600
Services 5,087 7,720 3,017 2,187 — 12,924 — 18,011
Total revenues - unaffiliated customers 169,619 17,757 3,105 28,569 — 49,431 — 219,050
Total revenues - affiliated customers — 31,867 6,298 44,927 (2,453) 80,639 (80,639) —
Investment and other income 1,101 890 55 95 — 1,040 — 2,141
Total revenues $ 170,720 $ 50,514 $ 9,458 $ 73,591 $ (2,453) $ 131,110 $ (80,639) $ 221,191
Total operating costs (a) $ 163,419 $ 48,264 $ 7,499 $ 70,832 $ (2,453) $ 124,142 $ (80,639) $ 206,922
Earnings from operations $ 7,301 $ 2,250 $ 1,959 $ 2,759 $ — $ 6,968 $ — $ 14,269
Interest expense — — — — — — (2,025) (2,025)
Loss on sale of subsidiary and subsidiaries held for sale (56) — — — — — — (56)
Earnings before income taxes $ 7,245 $ 2,250 $ 1,959 $ 2,759 $ — $ 6,968 $ (2,025) $ 12,188
Total assets $ 129,587 $ 96,452 $ 33,716 $ 61,674 $ — $ 191,842 $ (12,856) $ 308,573
Purchases of property, equipment and capitalized software 389 585 627 183 — 1,395 — 1,784
Depreciation and Amortization 440 583 695 427 — 1,705 — 2,145
Six Months Ended June 30, 2024
Revenues - unaffiliated customers:
Premiums $ 143,243 $ 11,642 $ — $ — $ — $ 11,642 $ — $ 154,885
Products — 121 82 23,917 — 24,120 — 24,120
Services 4,917 8,053 3,107 1,561 — 12,721 — 17,638
Total revenues - unaffiliated customers 148,160 19,816 3,189 25,478 — 48,483 — 196,643
Total revenues - affiliated customers — 33,193 5,801 37,654 (2,145) 74,503 (74,503) —
Investment and other income 1,063 772 55 118 — 945 — 2,008
Total revenues $ 149,223 $ 53,781 $ 9,045 $ 63,250 $ (2,145) $ 123,931 $ (74,503) $ 198,651
Total operating costs (a) $ 140,824 $ 49,963 $ 8,009 $ 60,697 $ (2,145) $ 116,524 $ (74,503) $ 182,845
Earnings from operations $ 8,399 $ 3,818 $ 1,036 $ 2,553 $ — $ 7,407 $ — $ 15,806
Interest expense — — — — — — (1,829) (1,829)
Loss on sale of subsidiary and subsidiaries held for sale (8,311) — — — — — — (8,311)
Earnings before income taxes $ 88 $ 3,818 $ 1,036 $ 2,553 $ — $ 7,407 $ (1,829) $ 5,666
Total assets $ 109,441 $ 93,858 $ 34,244 $ 56,058 $ — $ 184,160 $ (7,545) $ 286,056
Purchases of property, equipment and capitalized software 370 468 589 169 — 1,226 — 1,596
Depreciation and Amortization 456 549 626 386 — 1,561 — 2,017

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

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read together with the accompanying Condensed Consolidated Financial Statements and Notes and with our 2024 10-K, including the Consolidated Financial Statements and Notes included in Part II, Item 8, “Financial Statements and Supplementary Data” in that report. Unless the context indicates otherwise, references to the terms “UnitedHealth Group,” the “Company,” “we,” “our” or “us” used throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations refer to UnitedHealth Group Incorporated and its consolidated subsidiaries.

Readers are cautioned that the statements, estimates, projections or outlook contained in this Management's Discussion and Analysis of Financial Condition and Results of Operations, including discussions regarding financial prospects, economic conditions, trends and uncertainties contained in this Item 2, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA). These forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the results discussed or implied in the forward-looking statements. A description of some of the risks and uncertainties is set forth in Part I, Item 1A, “Risk Factors” in our 2024 10-K and in the discussion below.

EXECUTIVE OVERVIEW

General

UnitedHealth Group is a health care and well-being company with a mission to help people live healthier lives and help make the health system work better for everyone. Our two distinct, yet complementary businesses — Optum and UnitedHealthcare — are working to help build a modern, high-performing health system through improved access, affordability, outcomes and experiences for the individuals and organizations we are privileged to serve.

We have four reportable segments:

•Optum Health;

•Optum Insight;

•Optum Rx; and

•UnitedHealthcare, which includes UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement and UnitedHealthcare Community & State.

Further information on our business is presented in Part I, Item 1, “Business” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 10-K and additional information on our segments can be found in this Item 2 and in Note 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.

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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.

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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 <br>June 30, Increase/<br>(Decrease) Six Months Ended <br>June 30, Increase/<br>(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.

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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.

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The following table presents a summary of the reportable segment financial information:

Three Months Ended<br>June 30, Increase/<br>(Decrease) Six Months Ended<br> June 30, Increase/<br>(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 <br>June 30, Increase/<br>(Decrease) Six Months Ended <br>June 30, Increase/<br>(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 %

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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.

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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.

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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.

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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.

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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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<br>Income Per<br>Annum Interest<br>Expense Per<br>Annum Fair Value of<br>Financial Assets Fair Value of<br>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.

ITEM 4.    CONTROLS AND PROCEDURES

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.

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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.

ITEM 1A.    RISK FACTORS

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.

ITEM 5.    OTHER INFORMATION

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.

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ITEM 6.    EXHIBITS**

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).

________________

* 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.

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

28

Document

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Agreement is between Stephen J. Hemsley (“Executive”) and United HealthCare Services, Inc. (“UnitedHealth Group”), and is effective May 12, 2025 (the “Effective Date”). This Agreement’s purposes are to set forth certain terms of Executive’s employment by UnitedHealth Group or one of its affiliates and to protect UnitedHealth Group’s knowledge, expertise, customer relationships, and confidential information. Unless the context otherwise requires, “UnitedHealth Group” includes all its affiliated entities.

1.Employment and Duties.

A.Employment. UnitedHealth Group hereby employs Executive, and Executive accepts employment, under this Agreement’s terms.

B.Title and Duties. Executive will be employed as Chief Executive Officer, UnitedHealth Group. Executive will perform such duties, and exercise such supervision and control, as are commonly associated with Executive’s position, as well as perform such other duties as are reasonably assigned to Executive. Executive will devote substantially all of Executive’s business time and energy to Executive’s duties. Executive will maintain operations in Executive’s area of responsibility, and make every reasonable effort to ensure that the employees within that area of responsibility act, in compliance with applicable law and UnitedHealth Group’s Code of Conduct, as amended from time to time. Executive is subject to all of UnitedHealth Group’s employment policies and procedures (except as specifically superseded by this Agreement).

2.Compensation and Benefits.

A.Base Salary. Executive’s initial annual base salary will be $1,000,000, less applicable withholdings and deductions, payable according to UnitedHealth Group’s regular payroll schedule. Periodic adjustments to Executive’s base salary may be made in UnitedHealth Group’s sole discretion.

B.Non-Qualified Stock Options. Management will recommend to UnitedHealth Group’s Compensation and Human Resources Committee that Executive be awarded a grant of Non-Qualified Stock Options (Options) with a grant date value of $60,000,000. This award will vest on the three-year anniversary of the date of the grant and will be subject to the terms and conditions of the specific Option award agreement, including certain restrictive covenants, and the UnitedHealth Group Incorporated 2020 Stock Incentive Plan. The number of shares comprising the recommended grant will be calculated the day of the Committee meeting using the closing price of UnitedHealth Group stock on the day the calculation is made. The actual grant price of the Option award will be the closing price of UnitedHealth Group stock on the day of the Committee meeting.

C.Employee Benefits. Executive will be eligible to participate in UnitedHealth Group’s employee welfare, retirement, and stock incentive plans on the same basis as other similarly situated executives, in accordance with the terms of the plans. Executive will be eligible for Paid Time Off in accordance with UnitedHealth Group’s policies. UnitedHealth Group reserves the right to amend or discontinue any plan or policy at any time in its sole discretion. In addition to the Company’s generally available benefits, UnitedHealth Group shall provide Executive, at UnitedHealth Group’s expense during the term of Executive’s employment, a $2 million face value term life insurance policy and a long term disability policy which covers 60% of base salary in the event of a qualifying long term disability, subject to the policy terms.

3.Termination of Employment.

A.By Mutual Agreement. The parties may terminate Executive’s employment at any time by mutual agreement.

B.By UnitedHealth Group without Cause. UnitedHealth Group may terminate Executive’s employment without Cause upon 90 days’ prior written notice.

C.By UnitedHealth Group with Cause. UnitedHealth Group may terminate Executive’s employment at any time for Cause. “Cause” means Executive’s (a) material failure to follow UnitedHealth Group’s reasonable direction or to perform any duties reasonably required on material matters, (b) material violation of, or failure to act upon or report known or suspected violations of, UnitedHealth Group’s Code of Conduct, as amended from time to time, (c) conviction of any felony, (d) commission of any criminal, fraudulent, or dishonest act in connection with Executive’s employment, (e) material breach of this Agreement, or (f) conduct that is materially detrimental to UnitedHealth Group’s interests. UnitedHealth Group will, within 120 days of discovery of the conduct, give Executive written notice specifying the conduct constituting Cause in reasonable detail and Executive will have 60 days to remedy such conduct, if such conduct is reasonably capable of being remedied. In any instance where the Company may have grounds for Cause, failure by the Company to provide written notice of the grounds for Cause within 120 days of discovery shall be a waiver of its right to assert the subject conduct as a basis for termination for Cause.

D.By Executive without Good Reason. Executive may terminate Executive’s employment at any time for any reason, including due to Executive’s retirement.

E.By Executive for Good Reason. Executive may terminate Executive’s employment for Good Reason, as defined below. Executive must give UnitedHealth Group written notice specifying in reasonable detail the circumstances constituting Good Reason, within 120 days of becoming aware of such circumstances, or such circumstances will not constitute Good Reason. If the

circumstances constituting Good Reason are reasonably capable of being remedied, UnitedHealth Group will have 60 days to remedy such circumstances. “Good Reason” will exist if UnitedHealth Group takes any of the following actions, without Executive’s consent: (a) reduces Executive’s base salary or target bonus percentage other than in connection with a general reduction affecting a group of employees; (b) moves Executive’s primary work location more than 50 miles; or (c) makes changes that substantially diminish Executive’s duties or responsibilities.

F.Due to Executive’s Death or Disability. Executive’s employment will terminate automatically if Executive dies, effective as of the date of Executive’s death. UnitedHealth Group may terminate Executive’s employment due to Executive’s disability that renders Executive incapable of performing the essential functions of Executive’s job, with or without reasonable accommodation. Executive will not be entitled to Severance Benefits under Section 4 in the event of termination due to Executive’s death or disability.

4.Severance Benefits.

A.Circumstances under Which Severance Benefits Payable. Executive will be entitled to Severance Benefits only if Executive’s employment is terminated by UnitedHealth Group without Cause or if Executive terminates employment for Good Reason. Whether Executive has had a termination of employment will be determined in a manner consistent with the definition of “Separation from Service” under Section 409A of the Internal Revenue Code of 1986 and its accompanying regulations (“Section 409A”) and will be referred to herein as a “Termination.” For purposes of this Agreement, Executive will be considered to have experienced a Termination as of the date that the facts and circumstances indicate that it is reasonably anticipated that Executive will provide no further services after such date or that the level of bona fide services that Executive is expected to perform permanently decreases to no more than 20% of the average level of bona fide services that Executive performed over the immediately preceding 36-month period. In consideration of the Severance Benefits in this Agreement, Executive waives any payments or benefits to which Executive otherwise might be or become entitled under any UnitedHealth Group severance plan or program.

B.Severance Benefits. Subject to Section 4.C and Section 4.D, Executive shall be entitled to the following Severance Benefits if Executive experiences a Termination under the circumstances described in Section 4.A above:

i.Two times Executive’s annualized base salary as of Executive’s Termination.

ii.Any bonus or incentive compensation paid or payable to Executive for the two most recent calendar years (excluding stock plan-related awards, payments under any long-term or similar benefit plan, or any other special or one-time bonus or incentive compensation payments); provided, however,

that if termination occurs within two years following the Effective Date, the amount payable under this paragraph will be two times Executive’s target incentive.

iii.$12,000 lump sum payment, minus applicable deductions, to offset costs of COBRA, which amount will be paid within 60 days following Termination.

iv.Outplacement services consistent with those provided to similarly situated executives provided by an outplacement firm selected by UnitedHealth Group.

The Severance Benefits in Sections 4.B.i-ii (each installment a “Severance Payment” and collectively the “Severance Payments”) will be paid out, minus applicable deductions, including deductions for tax withholding, in equal bi-weekly payments on the regular payroll cycle over the 24-month period following Executive’s Termination (the “Severance Pay Period”). Commencement of the Severance Payments shall begin on the first payroll date that is at least 60 days after the date of Executive’s Termination (the “Starting Date”), provided Executive has satisfied the requirement in Section 4.C. The first Severance Payment payable on the Starting Date shall include those installments that would have been previously paid if the installments of the Severance Payments had begun on the first payroll date following the date of Executive’s Termination. As a condition to receive each Severance Payment during the Severance Pay Period, Executive must not engage in any of the activities identified in Section 4.D; provided, however, under any circumstance, Executive will receive the amount identified in Section 4.B.iii even if Executive immediately engages in the activities identified in Section 4.D. Executive’s entitlement to the payments of the Severance Payments shall be treated as the entitlement to a series of separate payments for purposes of Section 409A.

If Executive is a “Specified Employee” (within the meaning of Section 409A and determined pursuant to procedures adopted by UnitedHealth Group) at the time of Executive’s Termination and any amount that would be paid to Executive during the six-month period following Termination constitutes “Deferred Compensation” (within the meaning of Section 409A), such amount shall not be paid to Executive until the later of (i) six months after the date of Executive’s Termination, and (ii) the payment date or commencement date specified in this Agreement for such payment(s). On the first regular payroll date following the expiration of such six-month period (or if Executive dies during the six-month period, the first payroll date following the death), all payments that were delayed pursuant to the preceding sentence shall be paid to Executive in a single lump sum and thereafter any additional Severance Payments shall be made as if there had been no such delay. All Severance Benefits described in Sections 4.B.i-ii, subject to the Executive’s fulfilment of the conditions in Section 4.D, shall be paid by, and no further severance compensation shall be paid or payable after, December 31 of the second calendar year following the year in which Executive’s Termination occurs.

C.Separation Agreement and Release Required. In order to receive any Severance Benefits under this Agreement, Executive must timely sign a separation agreement and release of claims in a form determined by UnitedHealth Group in its discretion. UnitedHealth Group shall provide to Executive a form of separation agreement and release of claims no later than three (3) days following Executive’s date of Termination. If Executive does not timely execute and deliver to UnitedHealth Group such separation agreement and release, or if Executive does so, but then revokes it if permitted by and within the time required by applicable law, UnitedHealth Group will have no obligation to pay severance compensation to Executive.

D.Restrictive Covenants Condition. Subject to Section 4.B, as a condition to receive each Severance Payment during the Severance Pay Period, Executive must not engage in or participate in any activity that competes, directly or indirectly, with any UnitedHealth Group activity, product, or service that Executive engaged in, participated in, or had Confidential Information about during Executive’s last 24 months of employment with UnitedHealth Group, or assist anyone in engaging in any such activity. For avoidance of doubt, this condition to receive Severance Payments does not prohibit Executive from working for another employer for a specified period of time, working in a specified geographical area, or working for another employer in a capacity that is similar to Executive’s work for UnitedHealth Group (subject to Executive otherwise not violating Executive’s obligations under Section 5); rather, Executive’s opportunity to receive Severance Payments is in exchange for Executive satisfying the requirement in Section 4.C and refraining from engaging in any of the above-described activities in this Section 4.D. Executive must notify UnitedHealth Group in writing in advance of engaging in any of the activities described above in this Section 4.D during the Severance Pay Period. If Executive does not comply with the Severance Payments conditions identified in this Section 4.D, Executive will immediately cease to have any right to receive any additional Severance Payments, UnitedHealth Group will immediately cease to pay Executive any additional Severance Payments, and Executive will be permitted to engage in any of the activities described above in this Section 4.D (subject to Executive otherwise not violating Executive’s obligations under Section 5).

5.Property Rights, Confidentiality, Non-Disparagement, and Restrictive Covenants.

A.UnitedHealth Group’s Property.

i.Assignment. Executive hereby agrees to assign (both during and after his/her employment) and hereby assigns to UnitedHealth Group all rights, titles and interests Executive may have in any invention, computer program, discovery, idea, writing, improvement, process, technique or other works (collectively called "Intellectual Property") whether or not patentable or registrable under

copyright or similar statutes, created or conceived by Executive, either alone or jointly with others, during Executive’s employment that:

(a)Relates in any manner to the actual or anticipated business, research, or development of UnitedHealth Group;

(b)Results from work assigned to or performed by Executive for UnitedHealth Group; and/or

(c)Is conceived of or made with the use of UnitedHealth Group systems, equipment, supplies, materials, facilities, computer programs, confidential information and/or trade secret information.

ii.Disclosure of Intellectual Property. Executive agrees to promptly disclose in writing to UnitedHealth Group (both during and after Executive’s employment) any interest Executive may have in any Intellectual Property created or conceived by Executive, either alone or jointly with others, during Executive’s employment. Executive will also promptly disclose in writing to UnitedHealth Group any interest Executive may have in any Intellectual Property created or conceived by Executive, either alone or jointly with others, prior to employment that relates to the actual or anticipated business, research, or development of UnitedHealth Group.

iii.Assignment/Transfer of Web Properties. Executive agrees to transfer and assign (both during and after employment), and does hereby assign to UnitedHealth Group all rights, titles, and interests in and to any domain name or social media account (collectively called “Web Properties”) registered or owned by Executive that:

(a)Was registered with the intent to be used by UnitedHealth Group; and/or

(b)Relates in any manner to, or is used to comment on, the actual or anticipated business of UnitedHealth Group; and/or

(c)Contains a registered or common law trademark of UnitedHealth Group.

iv.Perfection of Assignment. Executive will at all times, even after termination of employment, do anything reasonably requested of Executive to enable UnitedHealth Group to access, patent, copyright or obtain any other form of protection for the Intellectual Property or Web Properties created, conceived, or registered by Executive, either alone or jointly with others.

v.Exclusions. Sections 5.A.i.-iv do not apply to Intellectual Property that meets all of the following criteria:

(a)No UnitedHealth Group equipment, supplies, facilities, proprietary or trade secret information was used in its creation;

(b)The Intellectual Property was developed entirely on Executive’s own time;

(c)At the time of conception or reduction to practice the Intellectual Property does not relate directly to UnitedHealth Group’s business, actual or anticipated research or development; and

(d)The Intellectual Property does not result from any work performed by Executive for UnitedHealth Group.

vi.No Removal of Property. Executive may not remove from UnitedHealth Group’s premises any UnitedHealth Group records, documents, data or other property, in either original or duplicate form, except as necessary in the ordinary course of UnitedHealth Group’s business.

vii.Return of Property. Executive must immediately deliver to UnitedHealth Group, upon termination of employment, or at any other time at UnitedHealth Group’s request, all UnitedHealth Group property, including records, documents, data, and equipment, and all copies of any such property, including any records or data Executive prepared during employment.

B.Confidential Information. Executive will be given access to and provided with sensitive, confidential, proprietary and trade secret information (“Confidential Information”) in the course of Executive’s employment. Examples of Confidential Information include: inventions; new product or marketing plans; business strategies and plans; merger and acquisition targets; financial and pricing information; computer programs, source codes, models and databases; analytical models; customer lists and information; and supplier and vendor lists and other information which is not generally available to the public. Subject to Section 5.D below, Executive agrees not to disclose or use Confidential Information, either during or after Executive’s employment with UnitedHealth Group, except as necessary to perform Executive’s UnitedHealth Group duties or as UnitedHealth Group may consent in writing.

C.Non-Disparagement. Subject to Sections 5.D and 6.E below, Executive agrees not to criticize, make any negative comments about or otherwise disparage UnitedHealth Group or those associated with it, whether orally, in writing or otherwise, directly or by implication, to any person or entity, including UnitedHealth Group customers or agents.

D.Defend Trade Secrets Act Disclosure. Executive acknowledges that, by this Agreement, UnitedHealth Group has provided Executive with written notice that,

pursuant to the DTSA, 18 U.S.C. § 1833(b), an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to the individual’s attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Moreover, if an individual files a lawsuit for retaliation for reporting a suspected violation of law, the individual may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret except under court order.

E.Restrictive Covenants. Executive agrees to the restrictive covenants in this Section in consideration of Executive’s employment and UnitedHealth Group’s promises in this Agreement, including providing Executive access to Confidential Information. The restrictive covenants in this Section apply during Executive’s employment and for 24 months following termination of employment for any reason. Executive agrees that Executive will not, without UnitedHealth Group's prior written consent, directly or indirectly, for Executive or for any other person or entity, as agent, employee, officer, director, consultant, owner, principal, partner or shareholder, or in any other individual or representative capacity, engage in any of the following activities:

i.Non-Solicitation. Executive will not:

(a)Solicit or conduct business with any business competitive with UnitedHealth Group from any person or entity: (1) who was a UnitedHealth Group provider or customer within the 12 months before Executive’s employment termination and with whom Executive had contact regarding UnitedHealth Group’s activity, products, or services, or for whom Executive provided services or supervised employees who provided those services, or about whom Executive learned Confidential Information during employment related to UnitedHealth Group’s provision of products and services to such person or entity, or (2) was a prospective provider or customer UnitedHealth Group solicited within the 12 months before Executive’s employment termination and with whom Executive had contact for the purposes of soliciting the person or entity to become a provider or customer of UnitedHealth Group, or supervised employees who had those contacts, or about whom Executive learned Confidential Information during employment related to UnitedHealth Group’s provision of products and services to such person or entity;

(b)Raid, hire, employ, recruit or solicit any UnitedHealth Group employee or consultant who possesses Confidential Information of

UnitedHealth Group to leave UnitedHealth Group to join a competitor;

(c)Induce or influence any UnitedHealth Group employee, consultant, or provider who possesses Confidential Information of UnitedHealth Group to terminate his, her or its employment or other relationship with UnitedHealth Group; or

(d)Assist anyone in any of the activities listed above.

ii.Competition Using Trade Secrets or Confidential Information. Executive will not:

(a)Engage in any activity or employment in the faithful performance of which it could be reasonably anticipated that Executive would use or disclose the Company’s trade secrets or Confidential Information;

(b)Using Employer’s trade secrets or Confidential Information, engage in or participate in any activity that competes, directly or indirectly, with any UnitedHealth Group activity, product, or service that Executive engaged in, participated in, or had Confidential Information about during Executive’s last 24 months of employment with UnitedHealth Group; or

(c)Assist anyone in any of the activities listed above.

iii.Geographic Scope.

(a)Executive’s obligations under this “Restrictive Covenants” section shall apply on a nationwide basis anywhere in the United States.

(b)Executive’s obligations under this “Restrictive Covenants” section shall also apply in any country outside the United States with respect to which Executive had responsibility for any UnitedHealth Group activity, product, or service in that country.

iv.To the extent Executive and UnitedHealth Group agree at any time to enter into separate agreements containing restrictive covenants with different or inconsistent terms than those contained herein, Executive and UnitedHealth Group acknowledge and agree that such different or inconsistent terms shall not in any way affect or have relevance to the Restrictive Covenants contained herein.

Executive agrees that the provisions of this Section 5 are reasonable and necessary to protect the legitimate interests of UnitedHealth Group.

F.Cooperation and Indemnification. Executive agrees to cooperate fully (i) with UnitedHealth Group in the investigation, prosecution or defense of any potential claims or concerns regarding UnitedHealth Group’s business about which Executive has relevant knowledge, including by providing truthful information and testimony as reasonably requested by UnitedHealth Group, and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding concerning UnitedHealth Group. UnitedHealth Group will reimburse Executive for any reasonable travel and out-of-pocket expenses incurred by Executive in providing such cooperation. UnitedHealth Group will indemnify Executive, in accordance with applicable law, for all claims and other covered matters arising in connection with Executive’s employment.

G.Injunctive Relief. Executive agrees that (a) legal remedies (money damages) for any breach of Section 5 will be inadequate, (b) UnitedHealth Group will suffer immediate and irreparable harm from any such breach, and (c) UnitedHealth Group will be entitled to injunctive relief from a court in addition to any legal remedies UnitedHealth Group may seek in arbitration. If an arbitrator or court determines that Executive has breached any provision of Section 5, Executive agrees to pay to UnitedHealth Group its reasonable costs and attorney’s fees incurred in enforcing that provision.

6.Miscellaneous.

A.Tax Withholding. All compensation payable under this Agreement will be subject to applicable tax withholding and other required or authorized deductions.

B.Assignment. Executive may not assign this Agreement. UnitedHealth Group may assign this Agreement. Any successor to UnitedHealth Group will be deemed to be UnitedHealth Group under this Agreement.

C.Entire Agreement; Amendment. This Agreement contains the parties’ entire agreement regarding its subject matter and may only be amended in a writing signed by the parties. This Agreement supersedes any and all prior oral or written employment agreements (including letters and memoranda) between Executive and UnitedHealth Group or its predecessors. This Agreement does not supersede the terms of any stock option, restricted stock, or stock appreciation rights plan or award.

D.Choice of Law. Minnesota law governs this Agreement.

E.Waivers; Other Rights. No party’s failure to exercise, or delay in exercising, any right or remedy under this Agreement will be a waiver of such right or remedy, nor will any single or partial exercise of any right or remedy preclude any other or further exercise of such right or remedy. Nothing in this Agreement prohibits Executive

from making disclosures that are protected under law or reporting violations of state or federal law or regulation to governmental agencies or entities.

F.Narrowed Enforcement and Severability. If a court or arbitrator decides that any provision of this Agreement is invalid or overbroad, the parties agree that the court or arbitrator should narrow such provision so that it is enforceable or, if narrowing is not possible or permissible, such provision should be considered severed and the other provisions of this Agreement should be unaffected.

G.Dispute Resolution and Remedies. Except for injunctive relief under Section 5.G, any dispute between the parties relating to this Agreement or to Executive’s employment will be resolved by binding arbitration under UnitedHealth Group’s Employment Arbitration Policy, as it may be amended from time to time. The arbitrator(s) may not vary this Agreement’s terms and must apply applicable law.

H.Payment of Deferred Compensation – Section 409A. To the extent applicable, it is intended that the compensation arrangements under this Agreement be in full compliance with Section 409A. This Agreement shall be construed in a manner to give effect to such intention. In no event whatsoever shall UnitedHealth Group be liable for any tax, interest or penalties that may be imposed on Executive under Section 409A. UnitedHealth Group shall have no obligation to indemnify or otherwise hold Executive harmless from any such taxes, interest or penalties, or from liability for any damages related thereto.

I.Electronic Transmission/Counterparts. The executed version of this Agreement may be delivered by facsimile or email, and upon receipt, such transmission shall be deemed delivery of an original. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, and all of which together will constitute one document.

United HealthCare Services, Inc. Executive
By /s/ David Strauss By /s/ Steven Hemsley
Its SVP Total Rewards
Date: August 11, 2025 Date: August 11, 2025

11

Document

EXHIBIT 31.1

CERTIFICATIONS PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

Certification of Principal Executive Officer

I, Stephen J. Hemsley, certify that:

1.I have reviewed this report on Form 10-Q of UnitedHealth Group Incorporated (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

August 11, 2025 /s/ STEPHEN J. HEMSLEY
Stephen J. Hemsley<br>Chair and Chief Executive Officer

Certification of Principal Financial Officer

I, John F. Rex, certify that:

1.I have reviewed this report on Form 10-Q of UnitedHealth Group Incorporated (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

August 11, 2025 /s/ JOHN F. REX
John F. Rex<br>President and Chief Financial Officer

Document

EXHIBIT 32.1

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Certification of Principal Executive Officer

In connection with the report of UnitedHealth Group Incorporated (the “Company”) on Form 10-Q for the period ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen J. Hemsley, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

August 11, 2025 /s/ STEPHEN J. HEMSLEY
Stephen J. Hemsley<br>Chair and Chief Executive Officer

Certification of Principal Financial Officer

In connection with the report of UnitedHealth Group Incorporated (the “Company”) on Form 10-Q for the period ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John F. Rex, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

August 11, 2025 /s/ JOHN F. REX
John F. Rex<br>President and Chief Financial Officer

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