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 ~~September 30, 2021~~March 31, 2022


☐			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

__________________________________________________________

UnitedHealth Group Incorporated

(Exact name of registrant as specified in its charter)

__________________________________________________________


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

(952) 936-1300

(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 ~~October~~April 29, ~~2021,~~2022, there were ~~941,851,250~~938,171,603 shares of the registrant’s Common Stock, $.01 par value per share, issued and outstanding.

UNITEDHEALTH GROUP

Table of Contents


				Page				Page

Part I. Financial Information	Part I. Financial Information				Part I. Financial Information
Item 1.	Item 1.	Financial Statements (unaudited)		1	Item 1.	Financial Statements (unaudited)		1
		Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020		1
		Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2021 and 2020		2
		Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended Sept ember 30, 2021 and 2020		3		Condensed Consolidated Balance Sheets as of March 31, 202 2 and December 31, 20 21		1
		Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2021 and 2020		4		Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 202 2 and 202 1		2
		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020		6		Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 202 2 and 202 1		3
		Notes to the Condensed Consolidated Financial Statements		7		Condensed Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 202 2 and 202 1		4
		1.	Basis of Presentation	7		Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 202 2 and 202 1		5
		2.	Investments	8		Notes to the Condensed Consolidated Financial Statements		6
		3.	Fair Value	10		1.	Basis of Presentation	6
		4.	Medical Costs Payable	11		2.	Investments	7
		5.	Short-Term Borrowings and Long-Term Debt	11		3.	Fair Value	9
		6.	Dividends	12		4.	Medical Costs Payable	10
		7.	Commitments and Contingencies	12		5.	Commitments and Contingencies	10
		8.	Segment Financial Information	13		6.	Segment Financial Information	12
Item 2.	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
Item 3.	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		23	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		20
Item 4.	Item 4.	Controls and Procedures		24	Item 4.	Controls and Procedures		21
Part II. Other Information	Part II. Other Information				Part II. Other Information
Item 1.	Item 1.	Legal Proceedings		24	Item 1.	Legal Proceedings		21
Item 1A.	Item 1A.	Risk Factors		24	Item 1A.	Risk Factors		21
Item 2.	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		24	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		21
Item 6.	Item 6.	Exhibits		25	Item 6.	Exhibits		22
Signatures	Signatures			26	Signatures			23

PART I

ITEM 1. FINANCIAL STATEMENTS

UnitedHealth Group

Condensed Consolidated Balance Sheets

(Unaudited)


(in millions, except per share data)	(in millions, except per share data)	September 30, 2021		December 31, 2020		(in millions, except per share data)	March 31, 2022		December 31, 2021
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	21,085	$	16,921	Cash and cash equivalents	$	25,482	$	21,375
Short-term investments	Short-term investments	2,786		2,860		Short-term investments	2,914		2,532
Accounts receivable, net	Accounts receivable, net	14,152		12,870		Accounts receivable, net	18,871		14,216
Other current receivables, net	Other current receivables, net	14,080		12,534		Other current receivables, net	11,994		13,866
Assets under management	Assets under management	4,304		4,076		Assets under management	4,155		4,449
Prepaid expenses and other current assets	Prepaid expenses and other current assets	5,203		4,457		Prepaid expenses and other current assets	5,613		5,320
Total current assets	Total current assets	61,610		53,718		Total current assets	69,029		61,758
Long-term investments	Long-term investments	44,777		41,242		Long-term investments	42,353		43,114
Property, equipment and capitalized software, net	Property, equipment and capitalized software, net	8,730		8,626		Property, equipment and capitalized software, net	9,183		8,969
Goodwill	Goodwill	75,435		71,337		Goodwill	77,548		75,795
Other intangible assets, net	Other intangible assets, net	10,436		10,856		Other intangible assets, net	9,918		10,044
Other assets	Other assets	12,057		11,510		Other assets	13,207		12,526
Total assets	Total assets	$	213,045	$	197,289	Total assets	$	221,238	$	212,206
Liabilities, redeemable noncontrolling interests and equity	Liabilities, redeemable noncontrolling interests and equity					Liabilities, redeemable noncontrolling interests and equity
Current liabilities:	Current liabilities:					Current liabilities:
Medical costs payable	Medical costs payable	$	25,918	$	21,872	Medical costs payable	$	28,676	$	24,483
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	24,292		22,495		Accounts payable and accrued liabilities	25,058		24,643
Short-term borrowings and current maturities of long-term debt	Short-term borrowings and current maturities of long-term debt	3,620		4,819		Short-term borrowings and current maturities of long-term debt	6,697		3,620
Unearned revenues	Unearned revenues	2,556		2,842		Unearned revenues	2,675		2,571
Other current liabilities	Other current liabilities	23,189		20,392		Other current liabilities	25,064		22,975
Total current liabilities	Total current liabilities	79,575		72,420		Total current liabilities	88,170		78,292
Long-term debt, less current maturities	Long-term debt, less current maturities	43,345		38,648		Long-term debt, less current maturities	40,796		42,383
Deferred income taxes	Deferred income taxes	3,649		3,367		Deferred income taxes	2,954		3,265
Other liabilities	Other liabilities	11,844		12,315		Other liabilities	11,671		11,787
Total liabilities	Total liabilities	138,413		126,750		Total liabilities	143,591		135,727
Commitments and contingencies (Note 7)		0		0
Commitments and contingencies (Note 5)						Commitments and contingencies (Note 5)	0		0
Redeemable noncontrolling interests	Redeemable noncontrolling interests	1,373		2,211		Redeemable noncontrolling interests	1,519		1,434
Equity:	Equity:					Equity:
Preferred stock, $0.001 par value - 10 shares authorized; no shares issued or outstanding	Preferred stock, $0.001 par value - 10 shares authorized; no shares issued or outstanding	—		—		Preferred stock, $0.001 par value - 10 shares authorized; no shares issued or outstanding	—		—
Common stock, $0.01 par value - 3,000 shares authorized; 942 and 946 issued and outstanding		10		10
Additional paid-in capital		—		—
Common stock, $0.01 par value - 3,000 shares authorized; 939 and 941 issued and outstanding						Common stock, $0.01 par value - 3,000 shares authorized; 939 and 941 issued and outstanding	10		10
Retained earnings	Retained earnings	75,124		69,295		Retained earnings	78,782		77,134
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(4,856)		(3,814)		Accumulated other comprehensive loss	(6,026)		(5,384)
Nonredeemable noncontrolling interests	Nonredeemable noncontrolling interests	2,981		2,837		Nonredeemable noncontrolling interests	3,362		3,285
Total equity	Total equity	73,259		68,328		Total equity	76,128		75,045
Total liabilities, redeemable noncontrolling interests and equity	Total liabilities, redeemable noncontrolling interests and equity	$	213,045	$	197,289	Total liabilities, redeemable noncontrolling interests and equity	$	221,238	$	212,206

See Notes to the Condensed Consolidated Financial Statements

Table of Contents

UnitedHealth Group

Condensed Consolidated Statements of Operations

(Unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
(in millions, except per share data)	(in millions, except per share data)	2021		2020		2021		2020		(in millions, except per share data)	2022		2021
Revenues:	Revenues:									Revenues:
Premiums	Premiums	$	56,967	$	50,863	$	168,686	$	150,897	Premiums	$	64,070	$	55,486
Products	Products	8,703		8,777		25,476		25,455		Products	9,340		8,340
Services	Services	6,164		5,124		18,181		14,265		Services	6,372		5,918
Investment and other income	Investment and other income	503		351		1,511		1,057		Investment and other income	367		452
Total revenues	Total revenues	72,337		65,115		213,854		191,674		Total revenues	80,149		70,196
Operating costs:	Operating costs:									Operating costs:
Medical costs	Medical costs	47,302		41,636		138,752		117,314		Medical costs	52,523		44,904
Operating costs	Operating costs	10,725		10,174		31,307		30,190		Operating costs	11,401		10,223
Cost of products sold	Cost of products sold	7,802		7,935		23,034		23,123		Cost of products sold	8,487		7,572
Depreciation and amortization	Depreciation and amortization	796		719		2,332		2,159		Depreciation and amortization	788		758
Total operating costs	Total operating costs	66,625		60,464		195,425		172,786		Total operating costs	73,199		63,457
Earnings from operations	Earnings from operations	5,712		4,651		18,429		18,888		Earnings from operations	6,950		6,739
Interest expense	Interest expense	(422)		(395)		(1,229)		(1,262)		Interest expense	(433)		(397)
Earnings before income taxes	Earnings before income taxes	5,290		4,256		17,200		17,626		Earnings before income taxes	6,517		6,342
Provision for income taxes	Provision for income taxes	(1,099)		(1,000)		(3,659)		(4,209)		Provision for income taxes	(1,369)		(1,364)
Net earnings	Net earnings	4,191		3,256		13,541		13,417		Net earnings	5,148		4,978
Earnings attributable to noncontrolling interests	Earnings attributable to noncontrolling interests	(105)		(84)		(327)		(226)		Earnings attributable to noncontrolling interests	(121)		(116)
Net earnings attributable to UnitedHealth Group common shareholders	Net earnings attributable to UnitedHealth Group common shareholders	$	4,086	$	3,172	$	13,214	$	13,191	Net earnings attributable to UnitedHealth Group common shareholders	$	5,027	$	4,862
Earnings per share attributable to UnitedHealth Group common shareholders:	Earnings per share attributable to UnitedHealth Group common shareholders:									Earnings per share attributable to UnitedHealth Group common shareholders:
Basic	Basic	$	4.33	$	3.34	$	14.00	$	13.90	Basic	$	5.34	$	5.14
Diluted	Diluted	$	4.28	$	3.30	$	13.82	$	13.73	Diluted	$	5.27	$	5.08
Basic weighted-average number of common shares outstanding	Basic weighted-average number of common shares outstanding	943		950		944		949		Basic weighted-average number of common shares outstanding	941		945
Dilutive effect of common share equivalents	Dilutive effect of common share equivalents	12		12		12		12		Dilutive effect of common share equivalents	13		12
Diluted weighted-average number of common shares outstanding	Diluted weighted-average number of common shares outstanding	955		962		956		961		Diluted weighted-average number of common shares outstanding	954		957
Anti-dilutive shares excluded from the calculation of dilutive effect of common share equivalents	Anti-dilutive shares excluded from the calculation of dilutive effect of common share equivalents	1		6		2		9		Anti-dilutive shares excluded from the calculation of dilutive effect of common share equivalents	2		3

See Notes to the Condensed Consolidated Financial Statements

Table of Contents

UnitedHealth Group

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
(in millions)	(in millions)	2021		2020		2021		2020		(in millions)	2022		2021
Net earnings	Net earnings	$	4,191	$	3,256	$	13,541	$	13,417	Net earnings	$	5,148	$	4,978
Other comprehensive (loss) income:
Gross unrealized (losses) gains on investment securities during the period		(192)		148		(705)		919
Other comprehensive loss:										Other comprehensive loss:
Gross unrealized losses on investment securities during the period										Gross unrealized losses on investment securities during the period	(2,023)		(764)
Income tax effect	Income tax effect	59		(37)		175		(214)		Income tax effect	465		174
Total unrealized (losses) gains, net of tax		(133)		111		(530)		705
Total unrealized losses, net of tax										Total unrealized losses, net of tax	(1,558)		(590)
Gross reclassification adjustment for net realized gains included in net earnings	Gross reclassification adjustment for net realized gains included in net earnings	(20)		(21)		(36)		(50)		Gross reclassification adjustment for net realized gains included in net earnings	(3)		(7)
Income tax effect	Income tax effect	4		5		8		12		Income tax effect	1		2
Total reclassification adjustment, net of tax	Total reclassification adjustment, net of tax	(16)		(16)		(28)		(38)		Total reclassification adjustment, net of tax	(2)		(5)
Total foreign currency translation losses		(621)		(39)		(484)		(1,583)
Other comprehensive (loss) income		(770)		56		(1,042)		(916)
Total foreign currency translation gains (losses)										Total foreign currency translation gains (losses)	918		(417)
Other comprehensive loss										Other comprehensive loss	(642)		(1,012)
Comprehensive income	Comprehensive income	3,421		3,312		12,499		12,501		Comprehensive income	4,506		3,966
Comprehensive income attributable to noncontrolling interests	Comprehensive income attributable to noncontrolling interests	(105)		(84)		(327)		(226)		Comprehensive income attributable to noncontrolling interests	(121)		(116)
Comprehensive income attributable to UnitedHealth Group common shareholders	Comprehensive income attributable to UnitedHealth Group common shareholders	$	3,316	$	3,228	$	12,172	$	12,275	Comprehensive income attributable to UnitedHealth Group common shareholders	$	4,385	$	3,850

See Notes to the Condensed Consolidated Financial Statements

Table of Contents

UnitedHealth Group

Condensed Consolidated Statements of Changes in Equity

(Unaudited)


		Common Stock			Additional Paid-In Capital				Retained Earnings				Accumulated Other Comprehensive Income (Loss)								Nonredeemable Noncontrolling Interests				Total Equity					Common Stock			Additional Paid-In Capital			Retained Earnings		Accumulated Other Comprehensive Income (Loss)						Nonredeemable Noncontrolling Interests		Total Equity
Three months ended September 30, (in millions)		Shares	Amount								Net Unrealized Gains (Losses) on Investments				Foreign Currency Translation Losses
Balance at June 30, 2021		943	$	10			$	—			$	73,090			$	927			$	(5,013)			$	3,008				$	72,022
Three months ended March 31, (in millions)																											Three months ended March 31, (in millions)			Shares	Amount				Additional Paid-In Capital			Retained Earnings				Net Unrealized Gains (losses) on Investments		Foreign Currency Translation (Losses) Gains		Nonredeemable Noncontrolling Interests			Total Equity
Balance at January 1, 2022																											Balance at January 1, 2022			941	$	10				$	423			$	(5,807)
Net earnings	Net earnings								4,086												86				4,172		Net earnings									5,027								88		5,115
Other comprehensive loss													(149)				(621)								(770)
Other comprehensive (loss) income																											Other comprehensive (loss) income											(1,560)				918				(642)
Issuances of common stock, and related tax effects	Issuances of common stock, and related tax effects	1	—		291																				291		Issuances of common stock, and related tax effects			3	—		333															333
Share-based compensation	Share-based compensation				159																				159		Share-based compensation						282													282
Common share repurchases	Common share repurchases	(2)	—		(365)				(685)																(1,050)		Common share repurchases			(5)	—		(484)			(2,016)										(2,500)
Cash dividends paid on common shares ($1.45 per share)	Cash dividends paid on common shares ($1.45 per share)								(1,367)																(1,367)		Cash dividends paid on common shares ($1.45 per share)									(1,363)										(1,363)
Redeemable noncontrolling interests fair value and other adjustments	Redeemable noncontrolling interests fair value and other adjustments				(85)																				(85)		Redeemable noncontrolling interests fair value and other adjustments						(131)													(131)
Acquisition and other adjustments of nonredeemable noncontrolling interests	Acquisition and other adjustments of nonredeemable noncontrolling interests																				(26)				(26)		Acquisition and other adjustments of nonredeemable noncontrolling interests																	91		91
Distribution to nonredeemable noncontrolling interests	Distribution to nonredeemable noncontrolling interests																				(87)				(87)		Distribution to nonredeemable noncontrolling interests																	(102)		(102)
Balance at September 30, 2021		942	$	10	$	—			$	75,124			$	778			$	(5,634)			$	2,981			$	73,259
Balance at March 31, 2022																											Balance at March 31, 2022			939	$	10	$	—		$	78,782	$	(1,137)			$	(4,889)	$	3,362	$	76,128

Balance at June 30, 2020		950	$	10	$	388			$	67,776			$	1,161			$	(5,711)			$	2,891			$	66,515
Balance at January 1, 2021																											Balance at January 1, 2021			946	$	10	$	—		$	69,295	$	1,336			$	(5,150)	$	2,837	$	68,328
Net earnings	Net earnings								3,172												62				3,234		Net earnings									4,862								80		4,942
Other comprehensive income (loss)													95				(39)								56
Other comprehensive loss																											Other comprehensive loss											(595)				(417)				(1,012)
Issuances of common stock, and related tax effects	Issuances of common stock, and related tax effects	2	—		321																				321		Issuances of common stock, and related tax effects			3	—		256													256
Share-based compensation	Share-based compensation				131																				131		Share-based compensation						242													242
Common share repurchases	Common share repurchases	(3)	—		(805)				(45)																(850)		Common share repurchases			(5)	—		—			(1,650)										(1,650)
Cash dividends paid on common shares ($1.25 per share)	Cash dividends paid on common shares ($1.25 per share)								(1,188)																(1,188)		Cash dividends paid on common shares ($1.25 per share)									(1,181)										(1,181)
Redeemable noncontrolling interests fair value and other adjustments	Redeemable noncontrolling interests fair value and other adjustments				(35)																				(35)		Redeemable noncontrolling interests fair value and other adjustments						(498)			(106)										(604)
Acquisition and other adjustments of nonredeemable noncontrolling interests	Acquisition and other adjustments of nonredeemable noncontrolling interests																				(8)				(8)		Acquisition and other adjustments of nonredeemable noncontrolling interests																	66		66
Distribution to nonredeemable noncontrolling interests	Distribution to nonredeemable noncontrolling interests																				(72)				(72)		Distribution to nonredeemable noncontrolling interests																	(74)		(74)
Balance at September 30, 2020		949	$	10	$	—			$	69,715			$	1,256			$	(5,750)			$	2,873			$	68,104
Balance at March 31, 2021																											Balance at March 31, 2021			944	$	10	$	—		$	71,220	$	741			$	(5,567)	$	2,909	$	69,313

See Notes to the Condensed Consolidated Financial Statements

~~Table of Contents~~

~~UnitedHealth Group~~

~~Condensed Consolidated Statements of Changes in Equity~~

~~(Unaudited)~~

Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive
Income (Loss) Nonredeemable Noncontrolling Interests Total
Equity
Nine months ended September 30,
(in millions) Shares Amount Net Unrealized Gains (Losses) on Investments Foreign Currency Translation Losses
Balance at January 1, 2021 946 $ 10 $ — $ 69,295 $ 1,336 $ (5,150) $ 2,837 $ 68,328
Net earnings 13,214 254 13,468
Other comprehensive loss (558) (484) (1,042)
Issuances of common stock, and related tax effects 6 — 839 839
Share-based compensation 559 559
Common share repurchases (10) — (586) (3,364) (3,950)
Cash dividends paid on common shares ($4.15 per share) (3,915) (3,915)
Redeemable noncontrolling interests fair value and other adjustments (812) (106) (918)
Acquisition and other adjustments of nonredeemable noncontrolling interests 125 125
Distribution to nonredeemable noncontrolling interests (235) (235)
Balance at September 30, 2021 942 $ 10 $ — $ 75,124 $ 778 $ (5,634) $ 2,981 $ 73,259
Balance at January 1, 2020 948 $ 9 $ 7 $ 61,178 $ 589 $ (4,167) $ 2,820 $ 60,436
Adjustment to Adopt ASU 2016-13 (28) (28)
Net earnings 13,191 159 13,350
Other comprehensive income (loss) 667 (1,583) (916)
Issuances of common stock, and related tax effects 10 1 928 929
Share-based compensation 509 509
Common share repurchases (9) — (1,315) (1,226) (2,541)
Cash dividends paid on common shares ($3.58 per share) (3,400) (3,400)
Redeemable noncontrolling interests fair value and other adjustments (129) (129)
Acquisitions and other adjustments of nonredeemable noncontrolling interests 42 42
Distribution to nonredeemable noncontrolling interests (148) (148)
Balance at September 30, 2020 949 $ 10 $ — $ 69,715 $ 1,256 $ (5,750) $ 2,873 $ 68,104

~~See~~ ~~Notes to the Condensed Consolidated Financial Statements~~

Table of Contents

UnitedHealth Group

Condensed Consolidated Statements of Cash Flows

(Unaudited)


		Nine Months Ended September 30,					Three Months Ended March 31,
(in millions)	(in millions)	2021		2020		(in millions)	2022		2021
Operating activities	Operating activities					Operating activities
Net earnings	Net earnings	$	13,541	$	13,417	Net earnings	$	5,148	$	4,978
Noncash items:	Noncash items:					Noncash items:
Depreciation and amortization	Depreciation and amortization	2,332		2,159		Depreciation and amortization	788		758
Deferred income taxes	Deferred income taxes	373		119		Deferred income taxes	161		341
Share-based compensation	Share-based compensation	591		527		Share-based compensation	299		256
Other, net	Other, net	(195)		48		Other, net	17		(55)
Net change in other operating items, net of effects from acquisitions and changes in AARP balances:	Net change in other operating items, net of effects from acquisitions and changes in AARP balances:					Net change in other operating items, net of effects from acquisitions and changes in AARP balances:
Accounts receivable	Accounts receivable	(847)		(194)		Accounts receivable	(4,521)		(2,895)
Other assets	Other assets	(1,435)		(2,697)		Other assets	(1,089)		(955)
Medical costs payable	Medical costs payable	3,925		(615)		Medical costs payable	3,849		2,968
Accounts payable and other liabilities	Accounts payable and other liabilities	1,171		3,441		Accounts payable and other liabilities	589		870
Unearned revenues	Unearned revenues	(331)		(132)		Unearned revenues	78		(261)
Cash flows from operating activities	Cash flows from operating activities	19,125		16,073		Cash flows from operating activities	5,319		6,005
Investing activities	Investing activities					Investing activities
Purchases of investments	Purchases of investments	(12,827)		(11,570)		Purchases of investments	(4,982)		(4,612)
Sales of investments	Sales of investments	2,569		4,887		Sales of investments	1,591		643
Maturities of investments	Maturities of investments	6,556		5,297		Maturities of investments	1,759		2,255
Cash paid for acquisitions, net of cash assumed	Cash paid for acquisitions, net of cash assumed	(4,727)		(4,326)		Cash paid for acquisitions, net of cash assumed	(1,231)		(1,193)
Purchases of property, equipment and capitalized software	Purchases of property, equipment and capitalized software	(1,759)		(1,477)		Purchases of property, equipment and capitalized software	(555)		(568)
Other, net	Other, net	(900)		(165)		Other, net	(255)		(232)
Cash flows used for investing activities	Cash flows used for investing activities	(11,088)		(7,354)		Cash flows used for investing activities	(3,673)		(3,707)
Financing activities	Financing activities					Financing activities
Common share repurchases	Common share repurchases	(3,950)		(2,541)		Common share repurchases	(2,500)		(1,650)
Cash dividends paid	Cash dividends paid	(3,915)		(3,400)		Cash dividends paid	(1,363)		(1,181)
Proceeds from common stock issuances	Proceeds from common stock issuances	1,077		1,206		Proceeds from common stock issuances	551		436
Repayments of long-term debt	Repayments of long-term debt	(1,900)		(1,500)		Repayments of long-term debt	(1,100)		(1,150)
Repayments of short-term borrowings, net		(1,301)		(423)
Proceeds from issuance of long-term debt		6,934		4,864
Proceeds from short-term borrowings, net						Proceeds from short-term borrowings, net	3,148		4,057
Customer funds administered	Customer funds administered	1,402		249		Customer funds administered	5,120		2,131
Purchases of redeemable noncontrolling interests		(1,338)		—
Other, net	Other, net	(837)		(449)		Other, net	(1,552)		(1,856)
Cash flows used for financing activities		(3,828)		(1,994)
Cash flows from financing activities						Cash flows from financing activities	2,304		787
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	(45)		(160)		Effect of exchange rate changes on cash and cash equivalents	157		(51)
Increase in cash and cash equivalents	Increase in cash and cash equivalents	4,164		6,565		Increase in cash and cash equivalents	4,107		3,034
Cash and cash equivalents, beginning of period	Cash and cash equivalents, beginning of period	16,921		10,985		Cash and cash equivalents, beginning of period	21,375		16,921
Cash and cash equivalents, end of period	Cash and cash equivalents, end of period	$	21,085	$	17,550	Cash and cash equivalents, end of period	$	25,482	$	19,955

See Notes to the Condensed Consolidated Financial Statements

Table of Contents

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”~~the “Company”) is a ~~diversified~~ 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 business platforms — Optum and UnitedHealthcare — are ~~driven by this unified mission and vision~~working to ~~improve~~help build a modern, high-performing health ~~care~~system through improved access, affordability, ~~experiences~~outcomes and ~~outcomes~~experiences for the individuals and organizations ~~we are~~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”~~Statements and Supplementary Data” in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 as filed with the SEC ~~(2020~~(2021 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.

Table of Contents

2. Investments

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


(in millions)	(in millions)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		(in millions)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
September 30, 2021
March 31, 2022										March 31, 2022
Debt securities - available-for-sale:	Debt securities - available-for-sale:									Debt securities - available-for-sale:
U.S. government and agency obligations	U.S. government and agency obligations	$	3,625	$	70	$	(23)	$	3,672	U.S. government and agency obligations	$	3,507	$	4	$	(140)	$	3,371
State and municipal obligations	State and municipal obligations	7,093		341		(15)		7,419		State and municipal obligations	7,022		57		(224)		6,855
Corporate obligations	Corporate obligations	21,987		547		(84)		22,450		Corporate obligations	21,669		55		(811)		20,913
U.S. agency mortgage-backed securities	U.S. agency mortgage-backed securities	6,281		156		(34)		6,403		U.S. agency mortgage-backed securities	6,210		7		(316)		5,901
Non-U.S. agency mortgage-backed securities	Non-U.S. agency mortgage-backed securities	2,763		63		(13)		2,813		Non-U.S. agency mortgage-backed securities	2,913		2		(112)		2,803
Total debt securities - available-for-sale	Total debt securities - available-for-sale	41,749		1,177		(169)		42,757		Total debt securities - available-for-sale	41,321		125		(1,603)		39,843
Debt securities - held-to-maturity:	Debt securities - held-to-maturity:									Debt securities - held-to-maturity:
U.S. government and agency obligations	U.S. government and agency obligations	506		3		(1)		508		U.S. government and agency obligations	510		1		(9)		502
State and municipal obligations	State and municipal obligations	30		2		—		32		State and municipal obligations	29		—		—		29
Corporate obligations	Corporate obligations	80		—		—		80		Corporate obligations	87		—		—		87
Total debt securities - held-to-maturity	Total debt securities - held-to-maturity	616		5		(1)		620		Total debt securities - held-to-maturity	626		1		(9)		618
Total debt securities	Total debt securities	$	42,365	$	1,182	$	(170)	$	43,377	Total debt securities	$	41,947	$	126	$	(1,612)	$	40,461
December 31, 2020
December 31, 2021										December 31, 2021
Debt securities - available-for-sale:	Debt securities - available-for-sale:									Debt securities - available-for-sale:
U.S. government and agency obligations	U.S. government and agency obligations	$	3,335	$	133	$	(3)	$	3,465	U.S. government and agency obligations	$	3,206	$	23	$	(31)	$	3,198
State and municipal obligations	State and municipal obligations	6,893		435		—		7,328		State and municipal obligations	6,829		297		(20)		7,106
Corporate obligations	Corporate obligations	18,886		863		(12)		19,737		Corporate obligations	20,947		372		(145)		21,174
U.S. agency mortgage-backed securities	U.S. agency mortgage-backed securities	6,849		245		(3)		7,091		U.S. agency mortgage-backed securities	5,868		88		(55)		5,901
Non-U.S. agency mortgage-backed securities	Non-U.S. agency mortgage-backed securities	2,116		95		(4)		2,207		Non-U.S. agency mortgage-backed securities	2,819		42		(23)		2,838
Total debt securities - available-for-sale	Total debt securities - available-for-sale	38,079		1,771		(22)		39,828		Total debt securities - available-for-sale	39,669		822		(274)		40,217
Debt securities - held-to-maturity:	Debt securities - held-to-maturity:									Debt securities - held-to-maturity:
U.S. government and agency obligations	U.S. government and agency obligations	420		6		—		426		U.S. government and agency obligations	511		2		(2)		511
State and municipal obligations	State and municipal obligations	31		2		—		33		State and municipal obligations	30		2		—		32
Corporate obligations	Corporate obligations	187		1		—		188		Corporate obligations	100		—		—		100
Total debt securities - held-to-maturity	Total debt securities - held-to-maturity	638		9		—		647		Total debt securities - held-to-maturity	641		4		(2)		643
Total debt securities	Total debt securities	$	38,717	$	1,780	$	(22)	$	40,475	Total debt securities	$	40,310	$	826	$	(276)	$	40,860

The Company held ~~$2.9 billion and $2.3~~$3.5 billion of equity securities as of ~~September 30, 2021~~both March 31, 2022 and December 31, ~~2020, respectively.~~2021. The Company’s investments in equity securities primarily consist of employee savings plan related investments, other venture investments and shares of Brazilian real denominated fixed-income funds with readily determinable fair ~~values and other venture investments.~~values. Additionally, the Company’s investments included $1.3 billion of equity method investments in operating businesses in the health care sector, as of ~~September 30, 2021~~both March 31, 2022 and December 31, ~~2020.~~2021. The allowance for credit losses on held-to-maturity securities at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 was not material.

Table of Contents

The amortized cost and fair value of debt securities as of ~~September 30, 2021,~~March 31, 2022, by contractual maturity, were as follows:


		Available-for-Sale				Held-to-Maturity					Available-for-Sale				Held-to-Maturity
(in millions)	(in millions)	Amortized Cost		Fair Value		Amortized Cost		Fair Value		(in millions)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	Due in one year or less	$	2,871	$	2,886	$	234	$	235	Due in one year or less	$	2,987	$	2,986	$	217	$	217
Due after one year through five years	Due after one year through five years	13,492		13,826		333		334		Due after one year through five years	12,900		12,608		355		347
Due after five years through ten years	Due after five years through ten years	12,062		12,406		26		27		Due after five years through ten years	12,055		11,461		29		29
Due after ten years	Due after ten years	4,280		4,423		23		24		Due after ten years	4,256		4,084		25		25
U.S. agency mortgage-backed securities	U.S. agency mortgage-backed securities	6,281		6,403		—		—		U.S. agency mortgage-backed securities	6,210		5,901		—		—
Non-U.S. agency mortgage-backed securities	Non-U.S. agency mortgage-backed securities	2,763		2,813		—		—		Non-U.S. agency mortgage-backed securities	2,913		2,803		—		—
Total debt securities	Total debt securities	$	41,749	$	42,757	$	616	$	620	Total debt securities	$	41,321	$	39,843	$	626	$	618

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					Less Than 12 Months				12 Months or Greater				Total
(in millions)	(in millions)	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		(in millions)	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
September 30, 2021
March 31, 2022														March 31, 2022
Debt securities - available-for-sale:	Debt securities - available-for-sale:													Debt securities - available-for-sale:
U.S. government and agency obligations	U.S. government and agency obligations	$	1,499	$	(16)	$	117	$	(7)	$	1,616	$	(23)	U.S. government and agency obligations	$	2,485	$	(96)	$	451	$	(44)	$	2,936	$	(140)
State and municipal obligations	State and municipal obligations	1,226		(15)		—		—		1,226		(15)		State and municipal obligations	3,568		(204)		218		(20)		3,786		(224)
Corporate obligations	Corporate obligations	6,471		(75)		326		(9)		6,797		(84)		Corporate obligations	14,237		(603)		2,049		(208)		16,286		(811)
U.S. agency mortgage-backed securities	U.S. agency mortgage-backed securities	2,537		(34)		—		—		2,537		(34)		U.S. agency mortgage-backed securities	4,192		(201)		1,225		(115)		5,417		(316)
Non-U.S. agency mortgage-backed securities	Non-U.S. agency mortgage-backed securities	830		(9)		92		(4)		922		(13)		Non-U.S. agency mortgage-backed securities	2,097		(78)		348		(34)		2,445		(112)
Total debt securities - available-for-sale	Total debt securities - available-for-sale	$	12,563	$	(149)	$	535	$	(20)	$	13,098	$	(169)	Total debt securities - available-for-sale	$	26,579	$	(1,182)	$	4,291	$	(421)	$	30,870	$	(1,603)
December 31, 2020
December 31, 2021														December 31, 2021
Debt securities - available-for-sale:	Debt securities - available-for-sale:													Debt securities - available-for-sale:
U.S. government and agency obligations	U.S. government and agency obligations	$	346	$	(3)	$	—	$	—	$	346	$	(3)	U.S. government and agency obligations	$	1,976	$	(18)	$	249	$	(13)	$	2,225	$	(31)
State and municipal obligations														State and municipal obligations	1,386		(19)		31		(1)		$	1,417	$	(20)
Corporate obligations	Corporate obligations	1,273		(9)		456		(3)		1,729		(12)		Corporate obligations	9,357		(130)		376		(15)		$	9,733	$	(145)
U.S. agency mortgage-backed securities	U.S. agency mortgage-backed securities	601		(3)		—		—		601		(3)		U.S. agency mortgage-backed securities	3,078		(52)		116		(3)		$	3,194	$	(55)
Non-U.S. agency mortgage-backed securities	Non-U.S. agency mortgage-backed securities	195		(1)		93		(3)		288		(4)		Non-U.S. agency mortgage-backed securities	1,321		(18)		114		(5)		$	1,435	$	(23)
Total debt securities - available-for-sale	Total debt securities - available-for-sale	$	2,415	$	(16)	$	549	$	(6)	$	2,964	$	(22)	Total debt securities - available-for-sale	$	17,118	$	(237)	$	886	$	(37)	$	18,004	$	(274)

The Company’s unrealized losses from debt securities as of ~~September 30, 2021~~March 31, 2022 were generated from approximately ~~9,000~~27,000 positions out of a total of ~~40,000~~39,000 positions. The Company believes that it will collect the timely 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 that impacted ~~our~~the Company’s assessment on collectability of principal and interest. At each reporting period, the Company evaluates available-for-sale debt securities for any credit-related impairment when the fair value of the investment is less than its amortized cost. The Company evaluated the expected cash flows, the underlying credit quality and credit ratings of the issuers, noting no significant credit deterioration since purchase. As of ~~September 30, 2021,~~March 31, 2022, the Company did not have the intent to sell any of the available-for-sale debt securities in an unrealized loss position. Therefore, the Company believes these losses to be temporary. The allowance for credit losses on available-for-sale debt securities at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 was not material.

Table of Contents

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 in Part II, Item 8, “Financial ~~Statements”~~Statements and Supplementary Data” in the ~~2020~~2021 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)	(in millions)	Quoted Prices in Active Markets (Level 1)			Other Observable Inputs (Level 2)			Unobservable Inputs (Level 3)			Total Fair and Carrying Value			(in millions)	Quoted Prices in Active Markets (Level 1)			Other Observable Inputs (Level 2)			Unobservable Inputs (Level 3)			Total Fair and Carrying Value
September 30, 2021
March 31, 2022														March 31, 2022
Cash and cash equivalents	Cash and cash equivalents	$	20,944		$	141		$	—		$	21,085		Cash and cash equivalents	$	25,382		$	100		$	—		$	25,482
Debt securities - available-for-sale:	Debt securities - available-for-sale:													Debt securities - available-for-sale:
U.S. government and agency obligations	U.S. government and agency obligations	3,446			226			—			3,672			U.S. government and agency obligations	3,214			157			—			3,371
State and municipal obligations	State and municipal obligations	—			7,419			—			7,419			State and municipal obligations	—			6,855			—			6,855
Corporate obligations	Corporate obligations	62			22,165			223			22,450			Corporate obligations	36			20,670			207			20,913
U.S. agency mortgage-backed securities	U.S. agency mortgage-backed securities	—			6,403			—			6,403			U.S. agency mortgage-backed securities	—			5,901			—			5,901
Non-U.S. agency mortgage-backed securities	Non-U.S. agency mortgage-backed securities	—			2,813			—			2,813			Non-U.S. agency mortgage-backed securities	—			2,803			—			2,803
Total debt securities - available-for-sale	Total debt securities - available-for-sale	3,508			39,026			223			42,757			Total debt securities - available-for-sale	3,250			36,386			207			39,843
Equity securities	Equity securities	1,972			22			64			2,058			Equity securities	2,036			20			68			2,124
Assets under management	Assets under management	1,930			2,271			103			4,304			Assets under management	1,727			2,333			95			4,155
Total assets at fair value	Total assets at fair value	$	28,354		$	41,460		$	390		$	70,204		Total assets at fair value	$	32,395		$	38,839		$	370		$	71,604
Percentage of total assets at fair value	Percentage of total assets at fair value	40		%	59		%	1		%	100		%	Percentage of total assets at fair value	45		%	54		%	1		%	100		%
December 31, 2020
December 31, 2021														December 31, 2021
Cash and cash equivalents	Cash and cash equivalents	$	16,841		$	80		$	—		$	16,921		Cash and cash equivalents	$	21,359		$	16		$	—		$	21,375
Debt securities - available-for-sale:	Debt securities - available-for-sale:													Debt securities - available-for-sale:
U.S. government and agency obligations	U.S. government and agency obligations	3,241			224			—			3,465			U.S. government and agency obligations	3,017			181			—			3,198
State and municipal obligations	State and municipal obligations	—			7,328			—			7,328			State and municipal obligations	—			7,106			—			7,106
Corporate obligations	Corporate obligations	25			19,424			288			19,737			Corporate obligations	40			20,916			218			21,174
U.S. agency mortgage-backed securities	U.S. agency mortgage-backed securities	—			7,091			—			7,091			U.S. agency mortgage-backed securities	—			5,901			—			5,901
Non-U.S. agency mortgage-backed securities	Non-U.S. agency mortgage-backed securities	—			2,207			—			2,207			Non-U.S. agency mortgage-backed securities	—			2,838			—			2,838
Total debt securities - available-for-sale	Total debt securities - available-for-sale	3,266			36,274			288			39,828			Total debt securities - available-for-sale	3,057			36,942			218			40,217
Equity securities	Equity securities	1,795			33			—			1,828			Equity securities	2,090			23			64			2,177
Assets under management	Assets under management	1,774			2,250			52			4,076			Assets under management	1,972			2,376			101			4,449
Total assets at fair value	Total assets at fair value	$	23,676		$	38,637		$	340		$	62,653		Total assets at fair value	$	28,478		$	39,357		$	383		$	68,218
Percentage of total assets at fair value	Percentage of total assets at fair value	38		%	61		%	1		%	100		%	Percentage of total assets at fair value	42		%	57		%	1		%	100		%

There were no transfers in or out of Level 3 financial assets or liabilities during the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 or ~~2020.~~2021.

109

Table of Contents

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)	(in millions)	Quoted Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Total Fair Value		Total Carrying Value		(in millions)	Quoted Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Total Fair Value		Total Carrying Value
September 30, 2021
March 31, 2022												March 31, 2022
Debt securities - held-to-maturity	Debt securities - held-to-maturity	$	525	$	88	$	7	$	620	$	616	Debt securities - held-to-maturity	$	525	$	86	$	7	$	618	$	626
Long-term debt and other financing obligations	Long-term debt and other financing obligations	$	—	$	53,425	$	—	$	53,425	$	46,965	Long-term debt and other financing obligations	$	—	$	46,686	$	—	$	46,686	$	43,344
December 31, 2020
December 31, 2021												December 31, 2021
Debt securities - held-to-maturity	Debt securities - held-to-maturity	$	466	$	108	$	73	$	647	$	638	Debt securities - held-to-maturity	$	534	$	102	$	7	$	643	$	641
Long-term debt and other financing obligations	Long-term debt and other financing obligations	$	—	$	51,254	$	—	$	51,254	$	42,171	Long-term debt and other financing obligations	$	—	$	52,583	$	—	$	52,583	$	46,003

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. There were no significant fair value adjustments for these assets and liabilities recorded during either the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 or ~~2020.~~2021.

4. Medical Costs Payable

The following table shows the components of the change in medical costs payable for the ~~nine~~three months ended ~~September 30:~~March 31:


(in millions)	(in millions)	2021		2020		(in millions)	2022		2021
Medical costs payable, beginning of period	Medical costs payable, beginning of period	$	21,872	$	21,690	Medical costs payable, beginning of period	$	24,483	$	21,872
Acquisitions	Acquisitions	88		186		Acquisitions	8		12
Reported medical costs:	Reported medical costs:					Reported medical costs:
Current year	Current year	140,052		118,114		Current year	52,813		45,914
Prior years	Prior years	(1,300)		(800)		Prior years	(290)		(1,010)
Total reported medical costs	Total reported medical costs	138,752		117,314		Total reported medical costs	52,523		44,904
Medical payments:	Medical payments:					Medical payments:
Payments for current year	Payments for current year	(116,135)		(98,548)		Payments for current year	(29,589)		(25,960)
Payments for prior years	Payments for prior years	(18,659)		(19,475)		Payments for prior years	(18,749)		(15,995)
Total medical payments	Total medical payments	(134,794)		(118,023)		Total medical payments	(48,338)		(41,955)
Medical costs payable, end of period	Medical costs payable, end of period	$	25,918	$	21,167	Medical costs payable, end of period	$	28,676	$	24,833

For the ~~nine~~three months ended ~~September 30,~~March 31, 2022, prior years medical cost reserve development included no individual factors that were significant. For the three months ended March 31, 2021, ~~and September 30, 2020,~~ prior ~~years~~years’ medical cost reserve development was primarily driven by lower than expected health system ~~utilization.~~utilization and the uncertainty of care patterns due to the disruption of the health care system caused by COVID-19. Medical costs payable included reserves for claims incurred by insured customers but not yet reported to the Company of ~~$17.6~~$19.5 billion and ~~$14.8~~$17.1 billion at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively.

5. ~~Short-Term Borrowings and Long-Term Debt~~

~~In May 2021, the Company issued $7.0 billion of senior unsecured notes consisting of the following:~~


~~(in millions, except percentages)~~	~~Par Value~~
~~0.550% notes due May 2024~~	$	~~1,000~~
~~1.150% notes due May 2026~~	~~1,000~~
~~2.300% notes due May 2031~~	~~1,500~~
~~3.050% notes due May 2041~~	~~1,500~~
~~3.250% notes due May 2051~~	~~2,000~~

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 in Part II, Item 8, “Financial Statements” in the 2020 10-K.

~~Table of Contents~~

~~6. Dividends~~

In June 2021, the Company’s Board of Directors increased the Company’s quarterly cash dividend to shareholders to an annual rate of $5.80 compared to $5.00 per share, which the Company had paid since June 2020. Declaration and payment of future quarterly dividends is at the discretion of the Board and may be adjusted as business needs or market conditions change.

~~The following table provides details of the Company’s 2021 dividend payments:~~

Payment Date Amount per Share Total Amount Paid
(in millions)
March 23 $ 1.25 $ 1,181
June 29 1.45 1,367
September 21 1.45 1,367

7. Commitments and Contingencies

Pending Acquisitions

~~The~~As of March 31, 2022, the Company has entered into agreements to ~~purchase~~acquire companies in the health care sector, most notably Change Healthcare (NASDAQ: CHNG) and LHC Group, Inc. (NASDAQ: LHCG), subject to regulatory ~~approvals~~approval and other customary closing conditions. The total anticipated capital required for these acquisitions, excluding associated disposition proceeds and the payoff of acquired indebtedness, is approximately $9$15 billion.

Legal Matters

Because of the nature of its businesses, 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 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.

Table of Contents

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 that a loss may be incurred.

Government Investigations, Audits and Reviews

The Company has been involved or is currently involved in various governmental investigations, audits and reviews. These include routine, regular and special investigations, audits and reviews by the Centers for Medicare and Medicaid Services (CMS), state insurance and health and welfare departments, state attorneys general, the Office of the Inspector General, the Office of Personnel Management, the Office offor Civil Rights, the Government Accountability Office, the Federal Trade Commission, U.S. Congressional committees, the ~~U.S. Department of Justice (DOJ),~~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 Defense Contract Audit Agency and other governmental authorities. Similarly, our international businesses are also subject to investigations, audits and reviews by applicable foreign governments, including South American and other non-U.S. governmental authorities. 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 has 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 that the Company made improper Medicare risk adjustment submissions and violated the False Claims Act. On February 12, 2018, the court granted in part and denied in part the Company’s motion to dismiss. In May 2018, the DOJ moved to dismiss the Company’s counterclaims, which were filed in March 2018, and moved for partial summary judgment. In March 2019, the court denied the government’s motion for partial summary judgment and dismissed the Company’s counterclaims without prejudice. The Company cannot reasonably estimate the outcome that may result from this matter given its procedural status.

1211

Table of Contents

8.6. Segment Financial Information

The Company’s 4 reportable segments are UnitedHealthcare, ~~OptumHealth, OptumInsight~~Optum Health, Optum Insight and ~~OptumRx.~~Optum Rx. For more information on the Company’s segments see Part I, Item I, “Business” and Note 1413 of Notes to the Consolidated Financial Statements in Part II, Item 8, “Financial ~~Statements”~~Statements and Supplementary Data” in the ~~2020~~2021 10-K.

On January 1, 2022, the Company realigned its operating segments to combine UnitedHealthcare Global and UnitedHealthcare Employer & Individual. The realignment had no impact on the Company’s reportable segments.

The following tables present reportable segment financial information:


				Optum																	Optum
(in millions)	(in millions)	UnitedHealthcare		OptumHealth		OptumInsight		OptumRx		Optum Eliminations		Optum		Corporate and Eliminations		Consolidated		(in millions)	UnitedHealthcare		Optum Health		Optum Insight		Optum Rx		Optum Eliminations		Optum		Corporate and Eliminations		Consolidated
Three Months Ended September 30, 2021
Three Months Ended March 31, 2022																		Three Months Ended March 31, 2022
Revenues - unaffiliated customers:	Revenues - unaffiliated customers:																	Revenues - unaffiliated customers:
Premiums	Premiums	$	53,345	$	3,622	$	—	$	—	$	—	$	3,622	$	—	$	56,967	Premiums	$	59,937	$	4,133	$	—	$	—	$	—	$	4,133	$	—	$	64,070
Products	Products	—		8		37		8,658		—		8,703		—		8,703		Products	—		6		40		9,294		—		9,340		—		9,340
Services	Services	2,407		2,515		970		272		—		3,757		—		6,164		Services	2,515		2,558		974		325		—		3,857		—		6,372
Total revenues - unaffiliated customers	Total revenues - unaffiliated customers	55,752		6,145		1,007		8,930		—		16,082		—		71,834		Total revenues - unaffiliated customers	62,452		6,697		1,014		9,619		—		17,330		—		79,782
Total revenues - affiliated customers	Total revenues - affiliated customers	—		7,441		2,037		14,400		(503)		23,375		(23,375)		—		Total revenues - affiliated customers	—		9,829		2,138		14,291		(553)		25,705		(25,705)		—
Investment and other income	Investment and other income	175		226		95		7		—		328		—		503		Investment and other income	143		156		67		1		—		224		—		367
Total revenues	Total revenues	$	55,927	$	13,812	$	3,139	$	23,337	$	(503)	$	39,785	$	(23,375)	$	72,337	Total revenues	$	62,595	$	16,682	$	3,219	$	23,911	$	(553)	$	43,259	$	(25,705)	$	80,149
Earnings from operations	Earnings from operations	$	2,651	$	1,143	$	906	$	1,012	$	—	$	3,061	$	—	$	5,712	Earnings from operations	$	3,798	$	1,366	$	847	$	939	$	—	$	3,152	$	—	$	6,950
Interest expense	Interest expense	—		—		—		—		—		—		(422)		(422)		Interest expense	—		—		—		—		—		—		(433)		(433)
Earnings before income taxes	Earnings before income taxes	$	2,651	$	1,143	$	906	$	1,012	$	—	$	3,061	$	(422)	$	5,290	Earnings before income taxes	$	3,798	$	1,366	$	847	$	939	$	—	$	3,152	$	(433)	$	6,517
Three Months Ended September 30, 2020
Three Months Ended March 31, 2021																		Three Months Ended March 31, 2021
Revenues - unaffiliated customers:	Revenues - unaffiliated customers:																	Revenues - unaffiliated customers:
Premiums	Premiums	$	48,121	$	2,742	$	—	$	—	$	—	$	2,742	$	—	$	50,863	Premiums	$	52,558	$	2,928	$	—	$	—	$	—	$	2,928	$	—	$	55,486
Products	Products	—		10		34		8,733		—		8,777		—		8,777		Products	—		8		37		8,295		—		8,340		—		8,340
Services	Services	2,075		1,834		974		241		—		3,049		—		5,124		Services	2,350		2,336		961		271		—		3,568		—		5,918
Total revenues - unaffiliated customers	Total revenues - unaffiliated customers	50,196		4,586		1,008		8,974		—		14,568		—		64,764		Total revenues - unaffiliated customers	54,908		5,272		998		8,566		—		14,836		—		69,744
Total revenues - affiliated customers	Total revenues - affiliated customers	—		5,748		1,755		13,102		(424)		20,181		(20,181)		—		Total revenues - affiliated customers	—		6,952		1,821		13,004		(475)		21,302		(21,302)		—
Investment and other income	Investment and other income	177		165		4		5		—		174		—		351		Investment and other income	206		179		33		34		—		246		—		452
Total revenues	Total revenues	$	50,373	$	10,499	$	2,767	$	22,081	$	(424)	$	34,923	$	(20,181)	$	65,115	Total revenues	$	55,114	$	12,403	$	2,852	$	21,604	$	(475)	$	36,384	$	(21,302)	$	70,196
Earnings from operations	Earnings from operations	$	2,068	$	835	$	785	$	963	$	—	$	2,583	$	—	$	4,651	Earnings from operations	$	4,108	$	962	$	779	$	890	$	—	$	2,631	$	—	$	6,739
Interest expense	Interest expense	—		—		—		—		—		—		(395)		(395)		Interest expense	—		—		—		—		—		—		(397)		(397)
Earnings before income taxes	Earnings before income taxes	$	2,068	$	835	$	785	$	963	$	—	$	2,583	$	(395)	$	4,256	Earnings before income taxes	$	4,108	$	962	$	779	$	890	$	—	$	2,631	$	(397)	$	6,342

~~Table of Contents~~

Optum
(in millions) UnitedHealthcare OptumHealth OptumInsight OptumRx Optum Eliminations Optum Corporate and
Eliminations Consolidated
Nine Months Ended September 30, 2021
Revenues - unaffiliated customers:
Premiums $ 158,761 $ 9,925 $ — $ — $ — $ 9,925 $ — $ 168,686
Products — 25 107 25,344 — 25,476 — 25,476
Services 7,197 7,312 2,861 811 — 10,984 — 18,181
Total revenues - unaffiliated customers 165,958 17,262 2,968 26,155 — 46,385 — 212,343
Total revenues - affiliated customers — 21,614 5,779 41,196 (1,456) 67,133 (67,133) —
Investment and other income 557 639 201 114 — 954 — 1,511
Total revenues $ 166,515 $ 39,515 $ 8,948 $ 67,465 $ (1,456) $ 114,472 $ (67,133) $ 213,854
Earnings from operations $ 9,854 $ 3,233 $ 2,447 $ 2,895 $ — $ 8,575 $ — $ 18,429
Interest expense — — — — — — (1,229) (1,229)
Earnings before income taxes $ 9,854 $ 3,233 $ 2,447 $ 2,895 $ — $ 8,575 $ (1,229) $ 17,200
Nine Months Ended September 30, 2020
Revenues - unaffiliated customers:
Premiums $ 143,753 $ 7,144 $ — $ — $ — $ 7,144 $ — $ 150,897
Products — 26 90 25,339 — 25,455 — 25,455
Services 6,248 4,607 2,629 781 — 8,017 — 14,265
Total revenues - unaffiliated customers 150,001 11,777 2,719 26,120 — 40,616 — 190,617
Total revenues - affiliated customers — 16,623 5,140 38,843 (1,275) 59,331 (59,331) —
Investment and other income 547 430 34 46 — 510 — 1,057
Total revenues $ 150,548 $ 28,830 $ 7,893 $ 65,009 $ (1,275) $ 100,457 $ (59,331) $ 191,674
Earnings from operations $ 11,963 $ 2,388 $ 1,882 $ 2,655 $ — $ 6,925 $ — $ 18,888
Interest expense — — — — — — (1,262) (1,262)
Earnings before income taxes $ 11,963 $ 2,388 $ 1,882 $ 2,655 $ — $ 6,925 $ (1,262) $ 17,626

1412

Table of Contents

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 ~~2020~~2021 10-K, including the Consolidated Financial Statements and Notes in Part II, Item 8, “Financial ~~Statements”~~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 ~~2020~~2021 10-K and in the discussion below.

EXECUTIVE OVERVIEW

General

UnitedHealth Group Incorporated is a ~~diversified~~ 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~~business platforms — Optum and UnitedHealthcare — are ~~driven by this unified mission and vision~~working to ~~improve~~help build a modern, high-performing health ~~care~~system through improved access, affordability, ~~experiences~~outcomes and ~~outcomes~~experiences for the individuals and organizations we are privileged to serve.

We have four reportable segments across our two business platforms, Optum and UnitedHealthcare:

•~~OptumHealth;~~Optum Health;

•~~OptumInsight;~~Optum Insight;

•~~OptumRx;~~Optum Rx; and

•UnitedHealthcare, which includes UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement and UnitedHealthcare Community & ~~State and UnitedHealthcare Global.~~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 ~~2020~~2021 10-K and additional information on our segments, including the realignment of our UnitedHealthcare operating segments to combine UnitedHealthcare Global and UnitedHealthcare Employer and Individual, can be found in this Item 2 and in Note 86 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.

~~COVID-19 Trends and Uncertainties~~

The COVID-19 pandemic continues to evolve and the ultimate impact on our business, results of operations, financial condition and cash flows remains uncertain. In the quarter ended September 30, 2021, overall care activity continued to increase, including a mix of temporary deferral of care activity and COVID-19 related care costs. The temporary deferral of care was more than offset by COVID-19 related care and testing costs, rebate requirements, and general economic impacts. In future periods, care patterns may moderately exceed normal baselines as previously deferred care is obtained and acuity temporarily rises due to missed regular care. From time to time, health system capacity may be subject to possible increased volatility due to the pandemic. Specific trends and uncertainties related to our two business platforms are as follows:

~~Optum.~~ COVID-19 related care costs continued to impact our OptumHealth risk-based care delivery businesses, which were partially offset by the continued temporary deferral of care. The temporary deferral of care reduced fee-for-service care delivery volume, as well as OptumInsight and OptumRx volume-based business activity, although we expect the impact to continue decreasing as care returns to, and potentially exceeds, normal levels. We believe COVID-19 will continue to influence customer and consumer behavior, both during and after the pandemic, which could impact how and where care is delivered and the manner in which consumers wish to receive their prescription drugs or infusion services. As a result of the dynamic situation and broad-reaching impact to the health system, the ultimate impact of COVID-19 on our Optum businesses is uncertain.

~~Table of Contents~~

~~UnitedHealthcare.~~ In 2021, we have continued expanded benefit coverage in areas such as COVID-19 related care and testing, telemedicine, and pharmacy; continuing to assist our customers, care providers, members and communities in addressing the COVID-19 crisis. UnitedHealthcare’s results of operations were negatively impacted by COVID-19 related care and testing, rebate requirements and other revenue impacts, as well as broader economic impacts, partially offset by the continued deferral of care. The increase in people served through Medicaid was attributable in part to continuing action by states to ease redetermination requirements due to the COVID-19 public health emergency.

Disrupted care patterns, as a result of the pandemic, have and may continue to temporarily affect the ability to obtain complete member health status information, impacting revenue in businesses utilizing risk adjustment methodologies. The ultimate overall impact is uncertain and dependent on the future pacing and intensity of the pandemic, the duration of policies and initiatives to address COVID-19, and general economic uncertainty.

Business Trends

Our businesses participate in the United States, South ~~American~~America and certain other international health markets. Overall spending on health care is impacted by ~~inflation; utilization;~~inflation, utilization, medical technology and pharmaceutical ~~advancement;~~advancement, regulatory ~~requirements;~~requirements, demographic trends in the ~~population;~~population and national interest in health and well-being. The rate of market growth may be affected by a variety of factors, including ~~macro-economic~~macroeconomic conditions, such as the ~~impacts~~economic impact of COVID-19, 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 benefit products, we start with our view of expected future costs, including any potential impacts from COVID-19. We frequently evaluate and adjust our approach in each of the local markets we serve, considering all relevant factors, such as product positioning, price competitiveness and environmental, competitive, legislative and regulatory considerations, including minimum medical loss ratio (MLR) thresholds and similar revenue adjustments. We will continue seeking to balance growth and profitability across all these dimensions.

The commercial risk market remains highly competitive in ~~both~~ the small group, ~~and~~ large group and individual segments. We expect broad-based competition to continue as the industry adapts to individual and employer ~~needs amid reform changes.~~needs.

Government programs in the community and senior sector tend to receive lower rates of increase than the commercial market due to governmental budget pressures and lower cost trends.

Medical Cost Trends.Our medical cost trends primarily relate to changes in unit costs, health system utilization and prescription drug costs. COVID-19 related care and testing costs as well as the deferral of care have also impacted medical cost trends in the current year and may continue in future years. Future medical cost trends may be impacted by increased consumer

Table of Contents

demand for care, potentially even higher acuity care, due to the temporary deferral of care since the onset of the pandemic. We endeavor to mitigate those increases by engaging physicians and consumers with information and helping them make clinically sound choices, with the objective of helping them achieve high quality, affordable care. The continued uncertain impact of COVID-19 may impact our ability to estimate medical costs payable, which has resulted in, and could result in, increased variability to medical cost reserve development.

~~Regulatory~~COVID-19 Trends and Uncertainties

~~Following is a summary~~The COVID-19 pandemic continues to evolve and the ultimate impact on our business, results of management’s view of regulatory trends and uncertainties. For additional information regarding regulatory trends and uncertainties, see Part I, Item 1 “Business - Government Regulation,” Part 1, Item 1A, “Risk Factors,” Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2020 10-K.

~~Medicare Advantage Rates.~~ Final 2022 Medicare Advantage rates resulted in an increase in industry base rates of approximately 4.1%, short of the industry forward medical cost trend. We continue to manage costs through improving and expanding our coordinated care models, value-based care arrangements and various consumer engagement tools.

~~Affordable Care Act (ACA) Tax.~~ ~~The Health Insurance Tax was permanently repealed by Congress, effective January 1, 2021. The permanent repeal of the tax impacts year-over-year comparability of our~~operations, financial ~~statements, including revenues, operating costs, medical care ratio (MCR), operating cost ratio, effective tax rate~~condition and cash flows ~~from operations.~~remains uncertain. During the three months ended March 31, 2022, overall care was near normal baseline levels. COVID-19 treatment and testing costs continue to be mitigated by the temporary deferral of care, both varying with COVID-19 incidence rates. In future periods, care patterns may moderately exceed normal baselines as previously deferred care is obtained. Though not yet experienced, acuity may temporarily rise due to missed regular care.

COVID-19 may continue to influence customer and consumer behavior, which could impact how and where care is delivered, benefit product designs, and the manner in which consumers wish to receive their prescription drugs or infusion services. Disrupted care patterns, as a result of the pandemic, have affected and may continue to temporarily affect the ability to obtain complete member health status information, impacting revenue in businesses utilizing risk adjustment methodologies.

~~Table~~The ultimate overall impact is uncertain and dependent on the future pacing, intensity and duration of ~~Contents~~the pandemic, the severity of new variants of the COVID-19 virus, the effectiveness and extent of administration of vaccination and treatments and general economic uncertainty.

SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMS

The following summarizes select ~~third~~first quarter ~~2021~~2022 year-over-year operating comparisons to ~~third~~first quarter ~~2020.~~2021 and other financial results.

•Consolidated revenues grew ~~11%~~14%, UnitedHealthcare revenues grew ~~11%~~14% and Optum revenues grew ~~14%~~19%.

•UnitedHealthcare served ~~2.0~~nearly 1.5 million more people, ~~domestically, driven~~led by growth in community and senior programs.

•~~Earnings~~Consolidated earnings from operations ~~increased~~of $7.0 billion compared to $6.7 billion last year, included growth of 20% at ~~both UnitedHealthcare and Optum.~~Optum, partially offset by a decrease of 8% at UnitedHealthcare.

•Diluted earnings per common share were ~~$4.28.~~$5.27.

•Cash flows from operations for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 were ~~$19.1~~$5.3 billion.

•Return on equity was ~~23.5%~~27.8%.

Table of Contents

RESULTS SUMMARY

The following table summarizes our consolidated results of operations and other financial information:


(in millions, except percentages and per share data)	(in millions, except percentages and per share data)	Three Months Ended September 30,						Increase/(Decrease)					Nine Months Ended September 30,						Increase/(Decrease)					(in millions, except percentages and per share data)	Three Months Ended March 31,						Increase/(Decrease)
		2021			2020			2021 vs. 2020					2021			2020			2021 vs. 2020						2022			2021			2022 vs. 2021
Revenues:	Revenues:																							Revenues:
Premiums	Premiums	$	56,967		$	50,863		$	6,104		12	%	$	168,686		$	150,897		$	17,789		12	%	Premiums	$	64,070		$	55,486		$	8,584		15	%
Products	Products	8,703			8,777			(74)			(1)		25,476			25,455			21			—		Products	9,340			8,340			1,000			12
Services	Services	6,164			5,124			1,040			20		18,181			14,265			3,916			27		Services	6,372			5,918			454			8
Investment and other income	Investment and other income	503			351			152			43		1,511			1,057			454			43		Investment and other income	367			452			(85)			(19)
Total revenues	Total revenues	72,337			65,115			7,222			11		213,854			191,674			22,180			12		Total revenues	80,149			70,196			9,953			14
Operating costs:	Operating costs:																							Operating costs:
Medical costs	Medical costs	47,302			41,636			5,666			14		138,752			117,314			21,438			18		Medical costs	52,523			44,904			7,619			17
Operating costs	Operating costs	10,725			10,174			551			5		31,307			30,190			1,117			4		Operating costs	11,401			10,223			1,178			12
Cost of products sold	Cost of products sold	7,802			7,935			(133)			(2)		23,034			23,123			(89)			—		Cost of products sold	8,487			7,572			915			12
Depreciation and amortization	Depreciation and amortization	796			719			77			11		2,332			2,159			173			8		Depreciation and amortization	788			758			30			4
Total operating costs	Total operating costs	66,625			60,464			6,161			10		195,425			172,786			22,639			13		Total operating costs	73,199			63,457			9,742			15
Earnings from operations	Earnings from operations	5,712			4,651			1,061			23		18,429			18,888			(459)			(2)		Earnings from operations	6,950			6,739			211			3
Interest expense	Interest expense	(422)			(395)			(27)			7		(1,229)			(1,262)			33			(3)		Interest expense	(433)			(397)			(36)			9
Earnings before income taxes	Earnings before income taxes	5,290			4,256			1,034			24		17,200			17,626			(426)			(2)		Earnings before income taxes	6,517			6,342			175			3
Provision for income taxes	Provision for income taxes	(1,099)			(1,000)			(99)			10		(3,659)			(4,209)			550			(13)		Provision for income taxes	(1,369)			(1,364)			(5)			—
Net earnings	Net earnings	4,191			3,256			935			29		13,541			13,417			124			1		Net earnings	5,148			4,978			170			3
Earnings attributable to noncontrolling interests	Earnings attributable to noncontrolling interests	(105)			(84)			(21)			25		(327)			(226)			(101)			45		Earnings attributable to noncontrolling interests	(121)			(116)			(5)			4
Net earnings attributable to UnitedHealth Group common shareholders	Net earnings attributable to UnitedHealth Group common shareholders	$	4,086		$	3,172		$	914		29	%	$	13,214		$	13,191		$	23		—	%	Net earnings attributable to UnitedHealth Group common shareholders	$	5,027		$	4,862		$	165		3	%
Diluted earnings per share attributable to UnitedHealth Group common shareholders	Diluted earnings per share attributable to UnitedHealth Group common shareholders	$	4.28		$	3.30		$	0.98		30	%	$	13.82		$	13.73		$	0.09		1	%	Diluted earnings per share attributable to UnitedHealth Group common shareholders	$	5.27		$	5.08		$	0.19		4	%
Medical care ratio (a)	Medical care ratio (a)	83.0		%	81.9		%	1.1		%			82.3		%	77.7		%	4.6		%			Medical care ratio (a)	82.0		%	80.9		%	1.1		%
Operating cost ratio	Operating cost ratio	14.8			15.6			(0.8)					14.6			15.8			(1.2)					Operating cost ratio	14.2			14.6			(0.4)
Operating margin	Operating margin	7.9			7.1			0.8					8.6			9.9			(1.3)					Operating margin	8.7			9.6			(0.9)
Tax rate	Tax rate	20.8			23.5			(2.7)					21.3			23.9			(2.6)					Tax rate	21.0			21.5			(0.5)
Net earnings margin (b)	Net earnings margin (b)	5.6			4.9			0.7					6.2			6.9			(0.7)					Net earnings margin (b)	6.3			6.9			(0.6)
Return on equity (c)	Return on equity (c)	23.5		%	19.7		%	3.8		%			26.0		%	28.9		%	(2.9)		%			Return on equity (c)	27.8		%	29.5		%	(1.7)		%

(a)Medical care ratio 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.

~~Table of Contents~~

~~2021~~2022 RESULTS OF OPERATIONS COMPARED TO ~~2020~~2021 RESULTS OF OPERATIONS

Consolidated Financial Results

~~Revenue~~Revenues

The increases in ~~revenue~~revenues were primarily driven by ~~the increase~~growth in the number of ~~individuals~~people served through Medicare Advantage, Medicaid and commercial offerings; pricing trends; and ~~organic and acquisition~~ growth across the Optum ~~business, primarily due to expansion in care delivery and managed services.~~businesses.

Medical Costs and MCR

Medical costs and MCR increased as a result of business mix and decreased favorable development. Medical costs also increased due to growth in people served through Medicare Advantage, Medicaid and commercial offerings, as well as increased COVID-19 related care costs and medical cost trends, partially offset by higher temporary care deferrals. The MCR increased due to the permanent repeal of the Health Insurance Tax and increased COVID-19 related care costs, partially offset by increased deferral of care. For the nine months ended September 30, 2021, medical costs and the MCR were also impacted by increased prior year favorable reserve development.offerings.

Operating Cost Ratio

The operating cost ratio decreased primarily due to ~~the permanent repeal of the Health Insurance Tax and~~COVID-19 related revenue effects, operating efficiency gains ~~partially offset by~~and business mix. ~~For the nine months ended September 30, 2021, the operating cost ratio also decreased due to COVID-19 impacts on revenue and operating costs in the prior year.~~

~~Income Tax Rate~~

~~Our effective tax rate decreased primarily due to the permanent repeal~~

Table of ~~the nondeductible Health Insurance Tax.~~Contents

Reportable Segments

See Note 86 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 ~~individuals~~people served by UnitedHealthcare by major market segment and funding arrangement, people served by ~~OptumHealth~~Optum Health and adjusted scripts for ~~OptumRx.~~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, ~~customer penetration~~including the mix of care delivered through value-based care models at Optum Health, level and scope of services provided to people and pricing trends when comparing the metrics to revenue by segment.

~~Table of Contents~~

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


		Three Months Ended September 30,						Increase/(Decrease)					Nine Months Ended September 30,						Increase/(Decrease)						Three Months Ended March 31,						Increase/(Decrease)
(in millions, except percentages)	(in millions, except percentages)	2021			2020			2021 vs. 2020					2021			2020			2021 vs. 2020					(in millions, except percentages)	2022			2021			2022 vs. 2021
Revenues	Revenues																							Revenues
UnitedHealthcare	UnitedHealthcare	$	55,927		$	50,373		$	5,554		11	%	$	166,515		$	150,548		$	15,967		11	%	UnitedHealthcare	$	62,595		$	55,114		$	7,481		14	%
OptumHealth		13,812			10,499			3,313			32		39,515			28,830			10,685			37
OptumInsight		3,139			2,767			372			13		8,948			7,893			1,055			13
OptumRx		23,337			22,081			1,256			6		67,465			65,009			2,456			4
Optum Health																								Optum Health	16,682			12,403			4,279			34
Optum Insight																								Optum Insight	3,219			2,852			367			13
Optum Rx																								Optum Rx	23,911			21,604			2,307			11
Optum eliminations	Optum eliminations	(503)			(424)			(79)			19		(1,456)			(1,275)			(181)			14		Optum eliminations	(553)			(475)			(78)			16
Optum	Optum	39,785			34,923			4,862			14		114,472			100,457			14,015			14		Optum	43,259			36,384			6,875			19
Eliminations	Eliminations	(23,375)			(20,181)			(3,194)			16		(67,133)			(59,331)			(7,802)			13		Eliminations	(25,705)			(21,302)			(4,403)			21
Consolidated revenues	Consolidated revenues	$	72,337		$	65,115		$	7,222		11	%	$	213,854		$	191,674		$	22,180		12	%	Consolidated revenues	$	80,149		$	70,196		$	9,953		14	%
Earnings from operations	Earnings from operations																							Earnings from operations
UnitedHealthcare	UnitedHealthcare	$	2,651		$	2,068		$	583		28	%	$	9,854		$	11,963		$	(2,109)		(18)	%	UnitedHealthcare	$	3,798		$	4,108		$	(310)		(8)	%
OptumHealth		1,143			835			308			37		3,233			2,388			845			35
OptumInsight		906			785			121			15		2,447			1,882			565			30
OptumRx		1,012			963			49			5		2,895			2,655			240			9
Optum Health																								Optum Health	1,366			962			404			42
Optum Insight																								Optum Insight	847			779			68			9
Optum Rx																								Optum Rx	939			890			49			6
Optum	Optum	3,061			2,583			478			19		8,575			6,925			1,650			24		Optum	3,152			2,631			521			20
Consolidated earnings from operations	Consolidated earnings from operations	$	5,712		$	4,651		$	1,061		23	%	$	18,429		$	18,888		$	(459)		(2)	%	Consolidated earnings from operations	$	6,950		$	6,739		$	211		3	%
Operating margin	Operating margin																							Operating margin
UnitedHealthcare	UnitedHealthcare	4.7		%	4.1		%	0.6		%			5.9		%	7.9		%	(2.0)		%			UnitedHealthcare	6.1		%	7.5		%	(1.4)		%
OptumHealth		8.3			8.0			0.3					8.2			8.3			(0.1)
OptumInsight		28.9			28.4			0.5					27.3			23.8			3.5
OptumRx		4.3			4.4			(0.1)					4.3			4.1			0.2
Optum Health																								Optum Health	8.2			7.8			0.4
Optum Insight																								Optum Insight	26.3			27.3			(1.0)
Optum Rx																								Optum Rx	3.9			4.1			(0.2)
Optum	Optum	7.7			7.4			0.3					7.5			6.9			0.6					Optum	7.3			7.2			0.1
Consolidated operating margin	Consolidated operating margin	7.9		%	7.1		%	0.8		%			8.6		%	9.9		%	(1.3)		%			Consolidated operating margin	8.7		%	9.6		%	(0.9)		%

UnitedHealthcare

The following table summarizes UnitedHealthcare revenues by business:


		Three Months Ended September 30,				Increase/(Decrease)				Nine Months Ended September 30,				Increase/(Decrease)					Three Months Ended March 31,				Increase/(Decrease)
(in millions, except percentages)	(in millions, except percentages)	2021		2020		2021 vs. 2020				2021		2020		2021 vs. 2020				(in millions, except percentages)	2022		2021		2022 vs. 2021
UnitedHealthcare Employer & Individual		$	15,094	$	14,081	$	1,013	7	%	$	44,668	$	41,324	$	3,344	8	%
UnitedHealthcare Employer & Individual - Domestic																		UnitedHealthcare Employer & Individual - Domestic	$	15,822	$	14,632	$	1,190	8	%
UnitedHealthcare Employer & Individual - Global (a)																		UnitedHealthcare Employer & Individual - Global (a)	2,133		2,035		98		5	%
UnitedHealthcare Employer & Individual - Total (a)																		UnitedHealthcare Employer & Individual - Total (a)	17,955		16,667		1,288		8	%
UnitedHealthcare Medicare & Retirement	UnitedHealthcare Medicare & Retirement	24,931		22,606		2,325		10		75,709		68,613		7,096		10		UnitedHealthcare Medicare & Retirement	29,100		25,474		3,626		14
UnitedHealthcare Community & State	UnitedHealthcare Community & State	13,763		11,820		1,943		16		39,846		34,796		5,050		15		UnitedHealthcare Community & State	15,540		12,973		2,567		20
UnitedHealthcare Global		2,139		1,866		273		15		6,292		5,815		477		8
Total UnitedHealthcare revenues	Total UnitedHealthcare revenues	$	55,927	$	50,373	$	5,554	11	%	$	166,515	$	150,548	$	15,967	11	%	Total UnitedHealthcare revenues	$	62,595	$	55,114	$	7,481	14	%

(a)On January 1, 2022, we realigned our operating segments to combine UnitedHealthcare Global and UnitedHealthcare Employer & Individual.

1916

Table of Contents

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


		September 30,		Increase/(Decrease)				March 31,		Increase/(Decrease)
(in thousands, except percentages)	(in thousands, except percentages)	2021	2020	2021 vs. 2020			(in thousands, except percentages)	2022	2021	2022 vs. 2021
Commercial:
Commercial - domestic:							Commercial - domestic:
Risk-based	Risk-based	7,960	7,950	10	—	%	Risk-based	7,950	7,860	90	1	%
Fee-based	Fee-based	18,595	18,400	195	1		Fee-based	18,460	18,455	5	—
Total commercial		26,555	26,350	205	1
Total commercial - domestic							Total commercial - domestic	26,410	26,315	95	—
Medicare Advantage	Medicare Advantage	6,455	5,670	785	14		Medicare Advantage	6,890	6,335	555	9
Medicaid	Medicaid	7,510	6,435	1,075	17		Medicaid	7,810	6,975	835	12
Medicare Supplement (Standardized)	Medicare Supplement (Standardized)	4,405	4,450	(45)	(1)		Medicare Supplement (Standardized)	4,355	4,390	(35)	(1)
Total community and senior	Total community and senior	18,370	16,555	1,815	11		Total community and senior	19,055	17,700	1,355	8
Total UnitedHealthcare - domestic medical	Total UnitedHealthcare - domestic medical	44,925	42,905	2,020	5		Total UnitedHealthcare - domestic medical	45,465	44,015	1,450	3
Global		5,490	5,285	205	4
Commercial - global							Commercial - global	5,500	5,460	40	1
Total UnitedHealthcare - medical	Total UnitedHealthcare - medical	50,415	48,190	2,225	5	%	Total UnitedHealthcare - medical	50,965	49,475	1,490	3	%
Supplemental Data:	Supplemental Data:						Supplemental Data:
Medicare Part D stand-alone	Medicare Part D stand-alone	3,725	4,075	(350)	(9)	%	Medicare Part D stand-alone	3,360	3,795	(435)	(11)	%

Commercial business increased ~~primarily~~ due to ~~acquisitions~~growth in risk-based ~~and fee-based~~ offerings. Medicare Advantage increased due to growth in people served through individual and group Medicare Advantage plans. The increase in people served through Medicaid was primarily driven by states continuing to ease redetermination requirements due to COVID-19, new state-based awards and growth in people served through Dual Special Needs Plans.

UnitedHealthcare’s ~~revenue~~revenues increased due to growth in the number of individuals served through Medicare Advantage and Medicaid, including a greater mix of people with higher acuity needs, and an increase in the number of individuals served through commercial ~~benefits,~~benefits. Earnings from operations declined primarily due to decreased favorable development partially offset by the ~~permanent repeal of the Health Insurance Tax~~factors impacting revenue and ~~the impacts of~~ COVID-19 on risk adjusted business. Earnings from operations for the three months ended September 30, 2021 increased primarily due to the higher temporary deferral of care and growth in people served across our domestic businesses, partially offset by COVID-19 related care costs and other economic factors. For the nine months ended September 30, 2021, earnings from operations decreased due to COVID-19 related care costs and the impacts of COVID-19 on risk adjusted business, partially offset by higher temporary deferral of care and growth in people served across our domestic businesses.impacts.

Optum

Total revenues and earnings from operations increased due to growth across the Optum businesses. The results by segment were as follows:

~~OptumHealth~~Optum Health

~~Revenue~~Revenues at ~~OptumHealth~~Optum Health increased primarily due to organic growth in value-based care arrangements and ~~acquisitions in care delivery and the impact of COVID-19 at our fee-based businesses as consumers resumed elective care.~~acquisitions. Earnings from operations increased due to organic growth ~~and acquisitions~~in value-based care arrangements, COVID-19 effects and cost management initiatives. ~~COVID-19 related care costs and temporary care deferrals affected earnings from operations at our risk-based and fee-based businesses in offsetting manners. OptumHealth~~Optum Health served approximately 100 million people as of March 31, 2022 compared to 99 million people as of ~~September 30, 2021 compared to 98 million people as of September 30, 2020.~~March 31, 2021.

~~OptumInsight~~Optum Insight

~~Revenue~~Revenues and earnings from operations at ~~OptumInsight~~Optum Insight increased due to growth in ~~technology and~~ managed services and ~~increased activity levels in our volume-based~~technology, with managed services ~~as a result of care activity normalizing for~~growth driven by higher payer volumes and ~~care provider clients. Earnings from operations also increased due to productivity gains and cost management initiatives.~~new health system partnerships.

~~OptumRx~~Optum Rx

~~Revenue~~Revenues and earnings from operations at ~~OptumRx~~Optum Rx increased due to higher script volumes from growth in people served, increased utilization and organic growth in pharmacy care services, including community-behavioral, specialty pharmacy and e-commerce services. ~~Revenue for the nine months ended September 30, 2021 also increased due to acquisitions.~~ Earnings from operations also increased as a result of continued supply chain management initiatives. ~~OptumRx~~Optum Rx fulfilled ~~344~~352 million and ~~325~~329 million adjusted scripts in the ~~third~~first quarters of 2022 and 2021, ~~and 2020,~~ respectively. ~~In addition to the factors contributing to revenue growth, adjusted scripts also increased due to the dispensing of COVID-19 vaccines.~~

2017

Table of Contents

LIQUIDITY, FINANCIAL CONDITION AND CAPITAL RESOURCES

Liquidity

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


		Nine Months Ended September 30,				Increase/(Decrease)			Three Months Ended March 31,				Increase/(Decrease)
(in millions)	(in millions)	2021		2020		2021 vs. 2020		(in millions)	2022		2021		2022 vs. 2021
Sources of cash:	Sources of cash:							Sources of cash:
Cash provided by operating activities	Cash provided by operating activities	$	19,125	$	16,073	$	3,052	Cash provided by operating activities	$	5,319	$	6,005	$	(686)
Issuances of short-term borrowings and long-term debt, net of repayments	Issuances of short-term borrowings and long-term debt, net of repayments	3,733		2,941		792		Issuances of short-term borrowings and long-term debt, net of repayments	2,048		2,907		(859)
Proceeds from common stock issuances	Proceeds from common stock issuances	1,077		1,206		(129)		Proceeds from common stock issuances	551		436		115
Customer funds administered	Customer funds administered	1,402		249		1,153		Customer funds administered	5,120		2,131		2,989
Total sources of cash	Total sources of cash	25,337		20,469				Total sources of cash	13,038		11,479
Uses of cash:	Uses of cash:							Uses of cash:
Common stock repurchases	Common stock repurchases	(3,950)		(2,541)		(1,409)		Common stock repurchases	(2,500)		(1,650)		(850)
Cash paid for acquisitions, net of cash assumed	Cash paid for acquisitions, net of cash assumed	(4,727)		(4,326)		(401)		Cash paid for acquisitions, net of cash assumed	(1,231)		(1,193)		(38)
Purchases of investments, net of sales and maturities	Purchases of investments, net of sales and maturities	(3,702)		(1,386)		(2,316)		Purchases of investments, net of sales and maturities	(1,632)		(1,714)		82
Purchases of property, equipment and capitalized software	Purchases of property, equipment and capitalized software	(1,759)		(1,477)		(282)		Purchases of property, equipment and capitalized software	(555)		(568)		13
Cash dividends paid	Cash dividends paid	(3,915)		(3,400)		(515)		Cash dividends paid	(1,363)		(1,181)		(182)
Purchases of redeemable noncontrolling interests		(1,338)		—		(1,338)
Other	Other	(1,737)		(614)		(1,123)		Other	(1,807)		(2,088)		281
Total uses of cash	Total uses of cash	(21,128)		(13,744)				Total uses of cash	(9,088)		(8,394)
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	(45)		(160)		115		Effect of exchange rate changes on cash and cash equivalents	157		(51)		208
Net increase in cash and cash equivalents	Net increase in cash and cash equivalents	$	4,164	$	6,565	$	(2,401)	Net increase in cash and cash equivalents	$	4,107	$	3,034	$	1,073

~~2021~~2022 Cash Flows Compared to ~~2020~~2021 Cash Flows

~~Increased~~Decreased cash flows provided by operating activities were primarily driven by changes in working capital accounts. Other significant changes in sources or uses of cash year-over-year included increased ~~net purchases of investments,~~customer funds administered, partially offset by increased share repurchases and ~~purchases~~decreased net issuances of ~~redeemable noncontrolling interests, partially offset by increased customer funds administered.~~short-term borrowings and long-term debt.

Financial Condition

As of ~~September 30, 2021,~~March 31, 2022, our cash, cash equivalent, available-for-sale debt securities and equity securities balances of ~~$66.8~~$68.8 billion included approximately ~~$21.1~~$25.5 billion of cash and cash equivalents (of which ~~$3.7~~$2.5 billion was available for general corporate use), ~~$42.8~~$39.8 billion of debt securities and ~~$2.9~~$3.5 billion of investments in 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 ~~3.8~~4.1 years and a weighted-average credit rating of “Double A” as of ~~September 30, 2021.~~March 31, 2022. When multiple credit ratings are available for an individual security, the average of the available ratings is used to determine the weighted-average credit rating.

Capital Resources and Uses of Liquidity

In addition to cash flows from operations and cash and cash equivalent balances available for general corporate use, our capital resources and uses of liquidity are as follows:

Cash Requirements. A summary of our cash requirements as of December 31, ~~2020~~2021 was disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our ~~2020~~2021 10-K. During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, 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 acquisitions.

~~Table of Contents~~

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”~~Statements and Supplementary Data” in our ~~2020~~2021 10-K.

Table of Contents

Our revolving bank credit facilities contain various covenants, including covenants requiring us to maintain a defined debt to debt-plus-shareholders’ equity ratio of not more than 60%. As of ~~September 30, 2021,~~March 31, 2022, our debt to debt-plus-shareholders’ equity ratio, as defined and calculated under the credit facilities, was approximately ~~38%~~37%.

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 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”~~Statements and Supplementary Data” in our ~~2020~~2021 10-K.

Credit Ratings. Our credit ratings as of ~~September 30, 2021~~March 31, 2022 were as follows:

Moody’s

S&P Global

Fitch

A.M. Best

Ratings

Outlook

Ratings

Outlook

Ratings

Outlook

Ratings

Outlook

Senior unsecured debt

Stable

A+

Stable

A-A

~~Positive~~Stable

Commercial paper

P-2

n/a

A-1

n/a

~~AMB-1~~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.

Share Repurchase Program. During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, we repurchased approximately 105 million shares at an average price of ~~$376.93~~$485.12 per share. As of ~~September 30, 2021,~~March 31, 2022, we had Board authorization to purchase up to 4840 million shares of our common stock.

Dividends. ~~In June 2021, the Company’s Board of Directors increased our~~Our quarterly cash dividend to shareholders toreflects an annual dividend rate of $5.80 ~~compared to $5.00~~ per share. ~~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. WeAs of March 31, 2022, we have entered into agreements to ~~purchase~~acquire companies in the health care sector, most notably Change Healthcare (NASDAQ: CHNG) and LHC Group, Inc. (NASDAQ: LHCG), subject to regulatory ~~approvals~~approval and other customary closing conditions. The total anticipated capital required for these acquisitions, excluding associated disposition proceeds and the payoff of acquired indebtedness, is approximately $9$15 billion.

For additional liquidity discussion, see Note 10 of Notes to the Consolidated Financial Statements in Part II, Item 8, “Financial ~~Statements”~~Statements and Supplementary Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 in our ~~2020~~2021 10-K.

RECENTLY ISSUED ACCOUNTING STANDARDS

There are no recently issued accounting standards that are expected to have a material impact on our Condensed Consolidated Financial Statements.

CRITICAL ACCOUNTING ESTIMATES

In preparing our Condensed Consolidated Financial Statements, we are required to make judgments, assumptions and estimates, which we believe are reasonable and prudent based on the available facts and circumstances. These judgments, assumptions and estimates affect certain of our revenues and expenses and their related balance sheet accounts and disclosure of our contingent liabilities. We base our assumptions and estimates primarily on historical experience and consider known and projected trends. On an ongoing basis, we re-evaluate our selection of assumptions and the method of calculating our estimates. Actual results, however, may materially differ from our calculated estimates, and this difference would be reported in our current operations.

Our critical accounting estimates include medical costs payable and goodwill. For a detailed description of our critical accounting estimates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 in our ~~2020~~2021 10-K. For a detailed discussion of our significant accounting policies, see Note 2 of Notes to the Consolidated Financial Statements in Part II, Item 8, “Financial ~~Statements”~~Statements and Supplementary Data” in our ~~2020~~2021 10-K.

~~Table of Contents~~

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

Table of Contents

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 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 ~~the~~our businesses providing pharmacy ~~benefits management industry;~~care services; competitive ~~pressures;~~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; ~~our ability~~failure to ~~contract on competitive terms~~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.

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 ~~September 30, 2021~~March 31, 2022 on our investment income and interest expense per annum, and the fair value of our investments and debt (in millions, except percentages):


		September 30, 2021									March 31, 2022
Increase (Decrease) in Market Interest Rate	Increase (Decrease) in Market Interest Rate	Investment Income Per Annum		Interest Expense Per Annum		Fair Value of Financial Assets		Fair Value of Financial Liabilities		Increase (Decrease) in Market Interest Rate	Investment Income Per Annum		Interest Expense Per Annum		Fair Value of Financial Assets		Fair Value of Financial Liabilities
2 %	2 %	$	496	$	171	$	(3,245)	$	(8,646)	2 %	$	578	$	202	$	(3,090)	$	(7,429)
1	1	248		85		(1,639)		(4,711)		1	289		101		(1,586)		(4,041)
(1)	(1)	(85)		(7)		1,310		5,525		(1)	(92)		(46)		1,650		4,857
(2)	(2)	(85)		(7)		1,723		11,273		(2)	(92)		(46)		3,280		10,710

Note: Given the low absolute level of short-term market rates on our floating-rate assets and liabilities as of ~~September 30, 2021,~~March 31, 2022, the assumed hypothetical change in interest rates does not reflect the full 100 and 200 basis point reduction in interest income or interest expense, as the rates are assumed not to fall below zero. As of ~~September 30, 2021~~March 31, 2022, some of our investments had interest rates below 1%2% so the assumed hypothetical change in the fair value of investments does not reflect the full ~~100 and~~ 200 basis point reduction.

2320

Table of Contents

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 ~~September 30, 2021.~~March 31, 2022. 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 ~~September 30, 2021.~~March 31, 2022.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting during the quarter ended ~~September 30, 2021~~March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

A description of our legal proceedings is included in and incorporated by reference to Note 75 of Notes to the Condensed Consolidated Financial Statements contained 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 ~~2020~~2021 10-K, which could materially affect our business, financial condition or future results. The risks described in our ~~2020~~2021 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 ~~2020~~2021 10-K.

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

Issuer Purchases of Equity Securities (a)

First Quarter 2022


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)
January 31, 2022	1	$	472.20	1	44
February 28, 2022	1	474.86		1	43
March 31, 2022	3	494.10		3	40
Total	5	$	485.12	5

(a) In November 1997, our Board of Directors adopted a share repurchase program, which the Board evaluates periodically. In June 2018, the Board renewed our share repurchase program with an authorization to repurchase up to 100 million shares of our common stock in open market purchases or other types of transactions (including prepaid or structured repurchase programs). There is no established expiration date for the program. During the third quarter 2021, we repurchased approximately 2 million shares at an average price of $414.23 per share. As of September 30, 2021, we had Board authorization to purchase up to 48 million shares of our common stock.

2421

Table of Contents

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						Senior Indenture, dated as of November 15, 1998, between United HealthCare Corporation and The Bank of New York (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3/A, SEC File Number 333-66013, filed on January 11, 1999)
4.2						Amendment, dated as of November 6, 2000, to Senior Indenture, dated as of November 15, 1998, between UnitedHealth Group Incorporated and The Bank of New York (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001)
4.3						Instrument of Resignation, Appointment and Acceptance of Trustee, dated January 8, 2007, pursuant to the Senior Indenture, dated as of November 15, 1998, amended November 6, 2000, among UnitedHealth Group Incorporated, The Bank of New York and Wilmington Trust Company (incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007)
4.4						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)
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).

________________


*						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.

2522

Table of Contents

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/ ANDREW P. WITTY

Chief Executive Officer
(principal executive officer)

Dated:

~~November 3, 2021~~May 4, 2022

Andrew P. Witty

/s/ JOHN F. REX

Executive Vice President and
Chief Financial Officer
(principal financial officer)

Dated:

~~November 3, 2021~~May 4, 2022

John F. Rex

/s/ THOMAS E. ROOS

Senior Vice President and
Chief Accounting Officer
(principal accounting officer)

Dated:

~~November 3, 2021~~May 4, 2022

Thomas E. Roos

2623


Payment Date	Amount per Share		Total Amount Paid
			(in millions)
March 23	$	1.25	$	1,181
June 29	1.45		1,367
September 21	1.45		1,367