8-K

UNITEDHEALTH GROUP INC (UNH)

8-K 2022-10-14 For: 2022-10-14
View Original
Added on April 10, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 14, 2022

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UNITEDHEALTH GROUP INCORPORATED

(Exact name of registrant as specified in its charter)

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Delaware 1-10864 41-1321939
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) UnitedHealth Group Center, 9900 Bren Road East, Minnetonka, Minnesota 55343
--- --- --- ---
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (952) 936-1300

N/A

(Former name or former address, if changed since last report.)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ 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. ☐

Item 2.02.    Results of Operations and Financial Condition.

On October 14, 2022, UnitedHealth Group Incorporated (the “Company”) issued a press release announcing its third quarter 2022 results. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits.

Exhibit Description
99.1 Press Release dated October 14, 2022
104 Cover Page Interactive Data File (formatted as Inline XBRL).

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 hereunto duly authorized.

Date: October 14, 2022

UNITEDHEALTH GROUP INCORPORATED
By: /s/ Kuai H. Leong
Kuai H. Leong
Deputy Corporate Secretary

Document

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UnitedHealth Group Reports Third Quarter 2022 Results

•Revenues of $80.9 Billion Grew 12% Year-Over-Year, with Diversified Growth across Optum and UnitedHealthcare

•Earnings from Operations were $7.5 Billion

•Cash Flows from Operations were $18.5 Billion; Adjusted Cash Flows from Operations were $8.8 Billion, 1.6x Net Income

•Net Earnings $5.55 Per Share; Adjusted Earnings $5.79 Per Share

MINNETONKA, Minn. (October 14, 2022) – Strong and well-balanced performance continued across UnitedHealth Group (NYSE: UNH) in the third quarter of 2022.

“The strength of our performance reflects the diligence and determination of our colleagues to improve people’s experience across the health care system and make high-quality care simpler, more accessible and more affordable,” said Andrew Witty, chief executive officer of UnitedHealth Group.

Growth in the third quarter was driven by continued expansion in the number of people served throughout UnitedHealthcare and in the value-based care initiatives at Optum Health. The company increased its full year 2022 net earnings outlook to $20.85 to $21.05 per share and adjusted net earnings to $21.85 to $22.05 per share.

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Quarterly Financial Performance
Three Months Ended
September 30, September 30, June 30,
2022 2021 2022
Revenues $80.9 billion $72.3 billion $80.3 billion
Earnings from Operations $7.5 billion $5.7 billion $7.1 billion
Net Margin 6.5% 5.6% 6.3%

•UnitedHealth Group’s third quarter 2022 revenues were $80.9 billion, growth of $8.6 billion or 12% year-over-year, reflecting double-digit growth at both Optum and UnitedHealthcare.

•Third quarter 2022 earnings from operations were $7.5 billion, growth of 31% year-over-year, with strong contributions from both Optum and UnitedHealthcare. Adjusted net earnings of $5.79 per share increased 28% compared to the third quarter of 2021.

•The third quarter 2022 medical care ratio was 81.6% compared to 81.5% in the second quarter 2022 and 83.0% in the third quarter of 2021, due to COVID effects and business mix. Favorable medical reserve development of $870 million compared to $890 million in the second quarter 2022 and $700 million in the year ago third quarter. Days claims payable were 50.8, compared to 50.6 in the second quarter of 2022 and 50.4 in the third quarter of 2021.

•The third quarter 2022 operating cost ratio of 14.4% compares to 14.6% in the second quarter 2022 and 14.8% in the year ago quarter, reflecting continued productivity gains, offset by business mix and investments in growth initiatives.

•Adjusted cash flows from operations for the third quarter 2022 were $8.8 billion or 1.6-times net income, excluding the impact of October CMS payments received in September. Year-to-date, the company has returned $10.5 billion to shareholders through dividends and share repurchases. Return on equity of 28.5% in the quarter reflected the company’s sustained growth and efficient capital structure.

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UnitedHealthcare provides health care benefits globally, serving individuals and employers, and Medicare and Medicaid beneficiaries. UnitedHealthcare is dedicated to improving the value customers and consumers receive by improving health and wellness, enhancing the quality of care received, simplifying the health care experience and reducing the total cost of care.

Quarterly Financial Performance
Three Months Ended
September 30, September 30, June 30,
2022 2021 2022
Revenues $62.0 billion $55.9 billion $62.1 billion
Earnings from Operations $3.8 billion $2.7 billion $3.9 billion
Operating Margin 6.1% 4.7% 6.2%

•UnitedHealthcare third quarter revenues of $62.0 billion grew $6.1 billion or 11% year-over-year, reflecting broad-based growth.

•Third quarter 2022 operating earnings were $3.8 billion compared to $2.7 billion last year, reflecting growth in people served, COVID effects, and continued medical and operating cost management.

•Total people served domestically by UnitedHealthcare has grown by approximately 850,000 in 2022, including 185,000 in the third quarter. Growth was led by UnitedHealthcare’s community-based and senior offerings. The number of people served with domestic commercial benefit insurance offerings has grown by more than 100,000 over the past six months.

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Optum’s health services businesses serve the global health care marketplace, including payers, care providers, employers, governments, life sciences companies and consumers. Using market-leading information, analytics, technology and clinical insights, Optum helps improve overall health system performance: optimizing care quality, reducing care costs and improving the consumer experience.

Quarterly Financial Performance
Three Months Ended
September 30, September 30, June 30,
2022 2021 2022
Revenues $46.6 billion $39.8 billion $45.1 billion
Earnings from Operations $3.7 billion $3.1 billion $3.3 billion
Operating Margin 7.9% 7.7% 7.3%

•Optum third quarter revenues of $46.6 billion grew $6.8 billion or 17% year-over-year, led by Optum Health. Operating earnings were $3.7 billion compared to $3.1 billion last year.

•Optum Health revenue per consumer served increased 31% over the year ago period, driven by growth in value-based care arrangements and continued expansion of care delivery platforms, including in-home, clinic-based, ambulatory surgery, behavioral and digital.

•Optum Insight revenue grew 18% in the third quarter led by the growth of payer and provider services. Revenue backlog increased by $1.8 billion over the year ago period to $24.1 billion. The combination with Change Healthcare was completed at the beginning of the fourth quarter 2022 and will accelerate efforts to better connect and simplify the core clinical, administrative and payment processes health care providers and payers depend on to serve patients.

•Optum Rx’s revenue growth of 8% in the third quarter reflects the impact of serving new clients and further expansion of pharmacy care services offerings, including specialty and community pharmacy. Adjusted scripts grew to 359 million compared to 344 million last year.

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About UnitedHealth Group

UnitedHealth Group (NYSE: UNH) 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 through two distinct and complementary businesses. Optum delivers care aided by technology and data, empowering people, partners and providers with the guidance and tools they need to achieve better health. UnitedHealthcare offers a full range of health benefits, enabling affordable coverage, simplifying the health care experience and delivering access to high-quality care. Visit UnitedHealth Group at www.unitedhealthgroup.com and follow @UnitedHealthGrp on Twitter.

Earnings Conference Call

As previously announced, UnitedHealth Group will discuss the company’s results, strategy and future outlook on a conference call with investors at 8:45 a.m. Eastern Time today. UnitedHealth Group will host a live webcast of this conference call from the Investor Relations page of the company’s website (www.unitedhealthgroup.com). Following the call, a webcast replay will be on the Investor Relations page and at https://uhg.co/Replay through October 28, 2022. This earnings release and the Form 8-K dated October 14, 2022, can also be accessed from the Investor Relations page of the company’s website.

Non-GAAP Financial Information

This news release presents non-GAAP financial information provided as a complement to the results provided in accordance with accounting principles generally accepted in the United States of America (“GAAP”). A reconciliation of the non-GAAP financial information to the most directly comparable GAAP financial measure is provided in the accompanying tables found at the end of this release.

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 law. 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: risks associated with public health crises, large-scale medical emergencies and pandemics, such as the COVID-19 pandemic; 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; the DOJ’s legal action relating to the risk

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adjustment submission matter; our ability to maintain and achieve improvement in quality scores impacting revenue; 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; failure to maintain effective and efficient information systems or if our technology products do not operate as intended; cyberattacks, other privacy/data security incidents, or our failure to comply with related regulations; failure to protect proprietary rights to our databases, software and related products; risks and uncertainties associated with our businesses providing pharmacy care services; competitive pressures, including our ability to develop and deliver innovative products to health care payers and expand access to virtual care; changes in or challenges to our public sector contract awards; failure to develop and maintain satisfactory relationships with health care payers, physicians, hospitals and other service providers; failure to attract, develop, retain, and manage the succession of key employees and executives; the impact of potential changes in tax laws and regulations (including any increase in the U.S. income tax rate applicable to corporations); failure to achieve targeted operating cost productivity improvements; increases in costs and other liabilities associated with litigation, government investigations, audits or reviews; failure to manage successfully our strategic alliances or complete or receive anticipated benefits of strategic transactions; fluctuations in foreign currency exchange rates; downgrades in our credit ratings; our investment portfolio performance; impairment of our goodwill and intangible assets; and our ability to obtain sufficient funds from our regulated subsidiaries or from external financings to fund our obligations, 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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Investor Contact: Media Contact:
Zack Sopcak Matt Stearns
Senior Vice President Senior Vice President
952-936-7215 202-276-0085
zack.sopcak@uhg.com matt.stearns@uhg.com

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UNITEDHEALTH GROUP

Earnings Release Schedules and Supplementary Information

Quarter Ended September 30, 2022

•Condensed Consolidated Statements of Operations

•Condensed Consolidated Balance Sheets

•Condensed Consolidated Statements of Cash Flows

•Supplemental Financial Information - Businesses

•Supplemental Financial Information - Business Metrics

•Reconciliation of Non-GAAP Financial Measures

UNITEDHEALTH GROUP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)

(unaudited)

Three Months Ended <br>September 30, Nine Months Ended <br>September 30,
2022 2021 2022 2021
Revenues
Premiums $64,491 $56,967 $192,457 $168,686
Products 9,190 8,703 28,026 25,476
Services 6,700 6,164 19,717 18,181
Investment and other income 513 503 1,175 1,511
Total revenues 80,894 72,337 241,375 213,854
Operating costs
Medical costs 52,635 47,302 157,251 138,752
Operating costs 11,663 10,725 34,773 31,307
Cost of products sold 8,306 7,802 25,389 23,034
Depreciation and amortization 828 796 2,418 2,332
Total operating costs 73,432 66,625 219,831 195,425
Earnings from operations 7,462 5,712 21,544 18,429
Interest expense (516) (422) (1,416) (1,229)
Earnings before income taxes 6,946 5,290 20,128 17,200
Provision for income taxes (1,562) (1,099) (4,397) (3,659)
Net earnings 5,384 4,191 15,731 13,541
Earnings attributable to noncontrolling interests (122) (105) (372) (327)
Net earnings attributable to UnitedHealth Group common shareholders $5,262 $4,086 $15,359 $13,214
Diluted earnings per share attributable to UnitedHealth Group common shareholders $5.55 $4.28 $16.15 $13.82
Adjusted earnings per share attributable to UnitedHealth Group common shareholders (a) $5.79 $4.52 $16.85 $14.54
Diluted weighted-average common shares outstanding 948 955 951 956

(a)See page 6 for a reconciliation of the non-GAAP measure

UNITEDHEALTH GROUP

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions)

(unaudited)

September 30,<br>2022 December 31,<br>2021
Assets
Cash and short-term investments $42,527 $23,907
Accounts receivable, net 17,047 14,216
Other current assets 23,363 23,635
Total current assets 82,937 61,758
Long-term investments 41,557 43,114
Other long-term assets 118,570 107,334
Total assets $243,064 $212,206
Liabilities, redeemable noncontrolling interests and equity
Medical costs payable $29,064 $24,483
Short-term borrowings and current maturities of long-term debt 3,229 3,620
Other current liabilities 68,642 50,189
Total current liabilities 100,935 78,292
Long-term debt, less current maturities 45,438 42,383
Other long-term liabilities 13,770 15,052
Redeemable noncontrolling interests 4,857 1,434
Equity 78,064 75,045
Total liabilities, redeemable noncontrolling interests and equity $243,064 $212,206

UNITEDHEALTH GROUP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(unaudited)

Nine Months Ended <br>September 30,
2022 2021
Operating Activities
Net earnings $15,731 $13,541
Noncash items:
Depreciation and amortization 2,418 2,332
Deferred income taxes and other (590) 178
Share-based compensation 675 591
Net changes in operating assets and liabilities 12,505 2,483
Cash flows from operating activities 30,739 19,125
Investing Activities
Purchases of investments, net of sales and maturities (4,067) (3,702)
Purchases of property, equipment and capitalized software (1,936) (1,759)
Cash paid for acquisitions, net (7,154) (4,727)
Other, net 50 (900)
Cash flows used for investing activities (13,107) (11,088)
Financing Activities
Common share repurchases (6,000) (3,950)
Dividends paid (4,450) (3,915)
Net change in short-term borrowings and long-term debt 3,806 3,733
Other, net 6,478 304
Cash flows used for financing activities (166) (3,828)
Effect of exchange rate changes on cash and cash equivalents 4 (45)
Increase in cash and cash equivalents 17,470 4,164
Cash and cash equivalents, beginning of period 21,375 16,921
Cash and cash equivalents, end of period $38,845 $21,085

UNITEDHEALTH GROUP

SUPPLEMENTAL FINANCIAL INFORMATION - BUSINESSES

(in millions, except percentages)

(unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Revenues
UnitedHealthcare 61,995 55,927 186,695 166,515
Optum 46,559 39,785 134,900 114,472
Eliminations (27,660) (23,375) (80,220) (67,133)
Total consolidated revenues 80,894 72,337 241,375 213,854
Earnings from Operations
UnitedHealthcare 3,799 2,651 11,447 9,854
Optum (a) 3,663 3,061 10,097 8,575
Total consolidated earnings from operations 7,462 5,712 21,544 18,429
Operating Margin
UnitedHealthcare 6.1 4.7 6.1 5.9
Optum 7.9 7.7 7.5 7.5
Consolidated operating margin 9.2 7.9 8.9 8.6
Revenues
UnitedHealthcare Employer & Individual - Domestic 15,929 15,094 47,318 44,668
UnitedHealthcare Employer & Individual - Global 2,120 2,139 6,500 6,292
UnitedHealthcare Employer & Individual - Total 18,049 17,233 53,818 50,960
UnitedHealthcare Medicare & Retirement 27,895 24,931 85,620 75,709
UnitedHealthcare Community & State 16,051 13,763 47,257 39,846
Optum Health 18,463 13,812 52,728 39,515
Optum Insight 3,693 3,139 10,194 8,948
Optum Rx 25,203 23,337 73,919 67,465
Optum eliminations (800) (503) (1,941) (1,456)

All values are in US Dollars.

(a)Earnings from operations for Optum for the three and nine months ended September 30, 2022 included $1,575 and $4,340 for Optum Health; $1,007 and $2,693 for Optum Insight; and $1,081 and $3,064 for Optum Rx, respectively. Earnings from operations for Optum for the three and nine months ended September 30, 2021 included $1,143 and $3,233 for Optum Health; $906 and $2,447 for Optum Insight; and $1,012 and $2,895 for Optum Rx, respectively.

UNITEDHEALTH GROUP

SUPPLEMENTAL FINANCIAL INFORMATION - BUSINESS METRICS

UNITEDHEALTHCARE CUSTOMER PROFILE

(in thousands)

People Served September 30, 2022 June 30, 2022 December 31, 2021 September 30, 2021
Commercial - Domestic:
Risk-based 8,055 8,010 7,985 7,960
Fee-based 18,500 18,480 18,595 18,595
Total Commercial - Domestic 26,555 26,490 26,580 26,555
Medicare Advantage 7,035 6,945 6,490 6,455
Medicaid 8,005 7,990 7,655 7,510
Medicare Supplement (Standardized) 4,370 4,355 4,395 4,405
Total Community and Senior 19,410 19,290 18,540 18,370
Total UnitedHealthcare - Domestic Medical 45,965 45,780 45,120 44,925
Commercial - Global 5,360 5,465 5,510 5,490
Total UnitedHealthcare - Medical 51,325 51,245 50,630 50,415
Supplemental Data
Medicare Part D stand-alone 3,310 3,330 3,700 3,725

OPTUM PERFORMANCE METRICS

September 30, 2022 June 30, 2022 December 31, 2021 September 30, 2021
Optum Health Consumers Served (in millions) 101 101 100 99
Optum Insight Contract Backlog (in billions) $24.1 $23.6 $22.4 $22.3
Optum Rx Quarterly Adjusted Scripts (in millions) 359 357 353 344

Note: UnitedHealth Group served 149 million unique individuals across all businesses at September 30, 2022.

UNITEDHEALTH GROUP

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(in millions, except per share data)

(unaudited)

ADJUSTED NET EARNINGS PER SHARE(a)

Three Months Ended <br>September 30, Nine Months Ended <br>September 30, Projected Year Ended <br>December 31,
2022 2021 2022 2021 2022
GAAP net earnings attributable to UnitedHealth Group common shareholders $5,262 $4,086 $15,359 $13,214 $19,800 - $20,025
Intangible amortization 323 305 896 904 ~1,290
Tax effect of intangible amortization (92) (74) (233) (220) ~(330)
Adjusted net earnings attributable to UnitedHealth Group common shareholders $5,493 $4,317 $16,022 $13,898 $20,750 - $20,975
GAAP diluted earnings per share $5.55 $4.28 $16.15 $13.82 $20.85 - $21.05
Intangible amortization per share 0.34 0.32 0.94 0.95 ~1.35
Tax effect per share of intangible amortization (0.10) (0.08) (0.24) (0.23) ~(0.35)
Adjusted diluted earnings per share $5.79 $4.52 $16.85 $14.54 $21.85 - $22.05

ADJUSTED CASH FLOWS FROM OPERATIONS(a)

Three Months Ended <br>September 30, 2022 Nine Months Ended <br>September 30, 2022
GAAP cash flows from operations $18,549 $30,739
Less: October CMS premium payments received in September (9,763) (9,763)
Adjusted cash flows from operations $8,786 $20,976

(a)Adjusted net earnings per share and adjusted cash flows from operations are non-GAAP financial measures. Non-GAAP financial measures should be considered in addition to, but not as a substitute for, or superior to, financial measures prepared in accordance with GAAP.

Adjusted net earnings per share excludes from the relevant GAAP metric, as applicable, intangible amortization and other items, if any, that do not relate to the Company's underlying business performance. Management believes that the use of adjusted net earnings per share provides investors and management useful information about the earnings impact of acquisition-related intangible asset amortization. As amortization fluctuates based on the size and timing of the Company’s acquisition activity, management believes this exclusion provides a more useful comparison of the Company's underlying business performance and trends from period to period. While intangible assets contribute to the Company’s revenue generation, the intangible amortization is not directly related. Therefore, the related revenues are included in adjusted earnings per share.

Management believes the use of adjusted cash flows from operations provides investors and management with useful information to compare our cash flows from operations for the current period to other periods, when the Company does not receive its monthly payment from the Centers for Medicare and Medicaid Services (CMS) in the applicable quarter. CMS generally remits their monthly payments on the first calendar day of the applicable month. However, if the first calendar day of the month falls on a weekend or a holiday, CMS has typically paid the Company on the last business day of the preceding calendar month. Adjusted cash flows from operating activities presents operating cash flows assuming all CMS payments were received on the first calendar day of the applicable month.

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