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Item 1. FINANCIAL STATEMENTS

65K characters. Original on sec.gov ·

Item 1. FINANCIAL STATEMENTS

UnitedHealth Group

Condensed Consolidated Balance Sheets

(Unaudited)

(in millions, except per share data)March 31, 2026December 31, 2025
Assets
Current assets:
Cash and cash equivalents$28,001$24,365
Short-term investments3,2283,756
Accounts receivable, net26,58723,018
Other current receivables, net24,58829,697
Prepaid expenses and other current assets8,7239,746
Total current assets91,12790,582
Long-term investments56,78854,251
Property, equipment and capitalized software, net10,66710,762
Goodwill110,512110,499
Other intangible assets, net20,09320,474
Other assets23,45723,013
Total assets$312,644$309,581
Liabilities, redeemable noncontrolling interests and equity
Current liabilities:
Medical costs payable$39,659$39,337
Accounts payable and accrued liabilities38,63138,032
Short-term borrowings and current maturities of long-term debt6,4776,069
Unearned revenues3,4193,413
Other current liabilities25,93828,046
Total current liabilities114,124114,897
Long-term debt, less current maturities71,44072,320
Deferred income taxes2,8642,421
Other liabilities18,89718,245
Total liabilities207,325207,883
Commitments and contingencies (Note 7)
Redeemable noncontrolling interests1,4241,608
Equity:
Preferred stock, $0.001 par value - 10 shares authorized; no shares issued or outstanding——
Common stock, $0.01 par value - 3,000 shares authorized; 908 and 906 issued and outstanding99
Additional paid-in capital556559
Retained earnings99,87895,603
Accumulated other comprehensive loss(2,562)(2,061)
Nonredeemable noncontrolling interests6,0145,980
Total equity103,895100,090
Total liabilities, redeemable noncontrolling interests and equity$312,644$309,581

See Notes to the Condensed Consolidated Financial Statements

UnitedHealth Group

Condensed Consolidated Statements of Operations

(Unaudited)

Three Months Ended March 31,
(in millions, except per share data)20262025
Revenues:
Premiums$87,561$86,534
Products13,25013,036
Services9,7798,972
Investment and other income1,1311,033
Total revenues111,721109,575
Operating costs:
Medical costs73,48973,411
Operating costs15,39013,594
Cost of products sold12,82312,390
Depreciation and amortization1,0291,061
Total operating costs102,731100,456
Earnings from operations8,9909,119
Interest expense(955)(998)
Loss on sale of subsidiary and subsidiaries held for sale(72)(15)
Earnings before income taxes7,9638,106
Provision for income taxes(1,482)(1,632)
Net earnings6,4816,474
Earnings attributable to noncontrolling interests(201)(182)
Net earnings attributable to UnitedHealth Group common shareholders$6,280$6,292
Earnings per share attributable to UnitedHealth Group common shareholders:
Basic$6.92$6.90
Diluted$6.90$6.85
Basic weighted-average number of common shares outstanding908912
Dilutive effect of common share equivalents26
Diluted weighted-average number of common shares outstanding910918
Anti-dilutive shares excluded from the calculation of dilutive effect of common share equivalents186

See Notes to the Condensed Consolidated Financial Statements

UnitedHealth Group

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

Three Months Ended March 31,
(in millions)20262025
Net earnings$6,481$6,474
Other comprehensive (loss) income:
Gross unrealized (losses) gains on investment securities during the period(370)521
Income tax effect84(119)
Total unrealized (losses) gains, net of tax(286)402
Gross reclassification adjustment for net realized losses (gains) included in net earnings5(10)
Income tax effect(1)2
Total reclassification adjustment, net of tax4(8)
Foreign currency translation (losses) gains(59)88
Reclassification adjustment for translation gains included in net earnings(160)—
Total foreign currency translation (losses) gains(219)88
Other comprehensive (loss) income(501)482
Comprehensive income5,9806,956
Comprehensive income attributable to noncontrolling interests(201)(182)
Comprehensive income attributable to UnitedHealth Group common shareholders$5,779$6,774

See Notes to the Condensed Consolidated Financial Statements

UnitedHealth Group

Condensed Consolidated Statements of Changes in Equity

(Unaudited)

Common StockAdditional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive LossNonredeemable Noncontrolling InterestsTotal Equity
Three months ended March 31, (in millions)SharesAmountNet Unrealized (Losses) Gains on InvestmentsForeign Currency Translation (Losses) Gains
Balance at January 1, 2026906$9$559$95,603$(1,078)$(983)$5,980$100,090
Net earnings6,2801676,447
Other comprehensive loss(282)(219)(501)
Issuances of common stock, and related tax effects2—8989
Share-based compensation353353
Common share repurchases——(496)(496)
Cash dividends paid on common shares ($2.21 per share)(2,005)(2,005)
Redeemable noncontrolling interests fair value and other adjustments5151
Acquisition and other adjustments of nonredeemable noncontrolling interests3131
Distribution to nonredeemable noncontrolling interests(164)(164)
Balance at March 31, 2026908$9$556$99,878$(1,360)$(1,202)$6,014$103,895
Balance at January 1, 2025915$9$—$96,036$(2,226)$(1,161)$5,610$98,268
Net earnings6,2921486,440
Other comprehensive income39488482
Issuances of common stock, and related tax effects1—183183
Share-based compensation362362
Common share repurchases(6)—(540)(2,482)(3,022)
Cash dividends paid on common shares ($2.10 per share)(1,912)(1,912)
Redeemable noncontrolling interests fair value and other adjustments(5)(5)
Acquisition and other adjustments of nonredeemable noncontrolling interests194194
Distribution to nonredeemable noncontrolling interests(179)(179)
Balance at March 31, 2025910$9$—$97,934$(1,832)$(1,073)$5,773$100,811

See Notes to the Condensed Consolidated Financial Statements

UnitedHealth Group

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Three Months Ended March 31,
(in millions)20262025
Operating activities
Net earnings$6,481$6,474
Noncash items:
Depreciation and amortization1,0291,061
Deferred income taxes54064
Share-based compensation348375
Loss on sale of subsidiary and subsidiaries held for sale7215
Other, net(304)97
Net change in other operating items, net of effects from acquisitions and dispositions:
Accounts receivable(3,544)(4,462)
Other assets2,919(544)
Medical costs payable2962,993
Accounts payable and other liabilities1,055(607)
Unearned revenues20(10)
Cash flows from operating activities8,9125,456
Investing activities
Purchases of investments(6,515)(4,135)
Sales of investments1,8783,185
Maturities of investments2,2852,167
Cash paid for acquisitions and other transactions, net of cash assumed—(702)
Purchases of property, equipment and capitalized software(763)(898)
Repayments of care provider loans - cyberattack82891
Originations and purchases of loans(1,215)(833)
Repayments and maturities of loans699254
Cash received from dispositions and other strategic transactions, net1,08121
Other, net21(24)
Cash flows used for investing activities(2,447)(74)
Financing activities
Common share repurchases—(3,000)
Cash dividends paid(2,005)(1,912)
Proceeds from common stock issuances231360
Repayments of long-term debt(1,500)—
Proceeds from short-term borrowings, net1,1003,911
Customer funds administered6001,245
Other, net(1,418)(505)
Cash flows (used for) from financing activities(2,992)99
Effect of exchange rate changes on cash and cash equivalents(7)15
Increase in cash and cash equivalents, including cash within businesses held for sale3,4665,496
Less: net change in cash within businesses held for sale170(91)
Net increase in cash and cash equivalents3,6365,405
Cash and cash equivalents, beginning of period24,36525,312
Cash and cash equivalents, end of period$28,001$30,717

See Notes to the Condensed Consolidated Financial Statements

UnitedHealth Group

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation

UnitedHealth Group Incorporated (individually and together with its subsidiaries, “UnitedHealth Group” and the “Company”) is a health care and well-being company with a mission to help people live healthier lives and help make the health system work better for everyone. The Company’s two distinct, yet complementary businesses — Optum and UnitedHealthcare — are working to help build a modern, high-performing health system through improved access, affordability, outcomes and experiences for the individuals and organizations the Company is privileged to serve.

The Company has prepared the Condensed Consolidated Financial Statements according to U.S. Generally Accepted Accounting Principles (GAAP) and has included the accounts of UnitedHealth Group and its subsidiaries, including variable interest entities. Intercompany accounts and transactions have been eliminated. The year-end condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. In accordance with the rules and regulations of the U.S. Securities and Exchange Commission (SEC), the Company has omitted certain footnote disclosures that would substantially duplicate the disclosures contained in its annual audited Consolidated Financial Statements. Therefore, these Condensed Consolidated Financial Statements should be read together with the Consolidated Financial Statements and the Notes included in Part II, Item 8, “Financial Statements and Supplementary Data” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC (2025 10-K). The accompanying Condensed Consolidated Financial Statements include all normal recurring adjustments necessary to present the interim financial statements fairly.

Use of Estimates

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

Revenues - Products and Services

As of March 31, 2026 and December 31, 2025, accounts receivable related to products and services were $9.3 billion and $9.7 billion, respectively. As of March 31, 2026, revenue expected to be recognized in any future year related to remaining performance obligations, excluding revenue pertaining to contracts having an original expected duration of one year or less, contracts where revenue is recognized as invoiced and contracts with variable consideration related to undelivered performance obligations, was $11.0 billion, of which approximately half is expected to be recognized in the next three years.

Receivables Financing Facility

The Company has a $3.3 billion 364-day uncommitted receivables financing facility under which certain receivables may be sold to financial institutions. During the three months ended March 31, 2026, the Company sold $585 million of receivables under the receivables financing facility, of which $245 million has been collected from counterparties and not yet remitted to financial institutions. During the three months ended March 31, 2026, the Company also remitted $2.0 billion to financial institutions related to receivables sold in 2025. This was comprised of $1.0 billion collected but not remitted in 2025 and an additional $1.0 billion collected in 2026. The loss on discounted receivables was immaterial for the three months ended March 31, 2026.

Net Portfolio Divestitures and Restructuring and Other Actions

Net Portfolio Divestitures

In the fourth quarter of 2025, the Company took various actions as a result of a strategic review of its assets and businesses aimed at advancing and scaling its core operations, including the value-based care business at Optum Health. In the first quarter of 2026, these actions resulted in a net gain of $230 million, reflecting gains on the sales of businesses previously held for sale as of December 31, 2025, partially offset by incremental losses on other businesses held for sale. By segment, this included gains of $528 million and $8 million at Optum Insight and Optum Rx, respectively, partially offset by a net loss of $306 million at Optum Health. Gains and losses on portfolio actions were recorded within operating costs on the Condensed Consolidated Statements of Operations.

Restructuring and Other Actions

In the first quarter of 2026, restructuring and other items included a $400 million contribution to the United Health Foundation funded by the cash gain on the disposition of an Optum Insight business. This was partially offset by a $137 million reduction of loss contract reserves established in the fourth quarter of 2025 and $59 million of net valuation gains on equity securities. Restructuring and other actions resulted in an impact of $339 million at Optum Insight, partially offset by $135 million at Optum Health. These items increased operating costs by $415 million, partially offset by an increase to investment and other income of $74 million and decreased medical costs of $137 million on the Condensed Consolidated Statements of Operations.

2. Investments

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

(in millions)Amortized CostGross Unrealized GainsGross Unrealized LossesFair Value
March 31, 2026
Debt securities - available-for-sale:
U.S. government and agency obligations$3,605$—$(168)$3,437
State and municipal obligations6,02714(262)5,779
Corporate obligations28,15780(699)27,538
U.S. agency mortgage-backed securities10,90117(643)10,275
Non-U.S. agency mortgage-backed securities3,1775(105)3,077
Total debt securities - available-for-sale51,867116(1,877)50,106
Debt securities - held-to-maturity:
U.S. government and agency obligations4451(1)445
State and municipal obligations26—(3)23
Corporate obligations3——3
Total debt securities - held-to-maturity4741(4)471
Total debt securities$52,341$117$(1,881)$50,577
December 31, 2025
Debt securities - available-for-sale:
U.S. government and agency obligations$4,086$2$(156)$3,932
State and municipal obligations6,53324(232)6,325
Corporate obligations25,927159(540)25,546
U.S. agency mortgage-backed securities10,28433(598)9,719
Non-U.S. agency mortgage-backed securities2,74811(99)2,660
Total debt securities - available-for-sale49,578229(1,625)48,182
Debt securities - held-to-maturity:
U.S. government and agency obligations4612(1)462
State and municipal obligations26—(2)24
Corporate obligations3——3
Total debt securities - held-to-maturity4902(3)489
Total debt securities$50,068$231$(1,628)$48,671

The Company held $5.5 billion of equity securities as of March 31, 2026 and December 31, 2025. The Company’s investments in equity securities primarily consist of venture investments and employee savings plan related investments. The carrying values of equity securities held at fair value on a non-recurring basis were $3.5 billion and $3.3 billion, including cumulative net unrealized gains of $933 million and $846 million, as of March 31, 2026 and December 31, 2025, respectively.

Additionally, the Company’s investments included $3.9 billion and $3.8 billion of equity method investments primarily in operating businesses in the health care sector as of March 31, 2026 and December 31, 2025, respectively. The allowance for credit losses on held-to-maturity securities at March 31, 2026 and December 31, 2025 was not material.

The amortized cost and fair value of debt securities as of March 31, 2026, by contractual maturity, were as follows:

Available-for-SaleHeld-to-Maturity
(in millions)Amortized CostFair ValueAmortized CostFair Value
Due in one year or less$3,334$3,316$267$268
Due after one year through five years14,10613,770186185
Due after five years through ten years12,66412,25444
Due after ten years7,6857,4141714
U.S. agency mortgage-backed securities10,90110,275——
Non-U.S. agency mortgage-backed securities3,1773,077——
Total debt securities$51,867$50,106$474$471

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 Months12 Months or GreaterTotal
(in millions)Fair ValueGross Unrealized LossesFair ValueGross Unrealized LossesFair ValueGross Unrealized Losses
March 31, 2026
U.S. government and agency obligations$1,076$(10)1,959$(158)$3,035$(168)
State and municipal obligations1,402(27)3,418(235)4,820(262)
Corporate obligations11,495(130)9,010(569)20,505(699)
U.S. agency mortgage-backed securities3,295(44)5,195(599)8,490(643)
Non-U.S. agency mortgage-backed securities1,007(6)1,286(99)2,293(105)
Total debt securities - available-for-sale$18,275$(217)$20,868$(1,660)$39,143$(1,877)
December 31, 2025
U.S. government and agency obligations$500$(4)$2,339$(152)$2,839$(156)
State and municipal obligations523(8)4,342(224)4,865(232)
Corporate obligations2,661(16)10,399(524)13,060(540)
U.S. agency mortgage-backed securities346(1)6,665(597)7,011(598)
Non-U.S. agency mortgage-backed securities184(1)1,355(98)1,539(99)
Total debt securities - available-for-sale$4,214$(30)$25,100$(1,595)$29,314$(1,625)

The Company’s unrealized losses from debt securities as of March 31, 2026 were generated from approximately 31,000 positions out of a total of 42,000 positions. The Company believes that it will timely collect the principal and interest due on its debt securities that have an amortized cost in excess of fair value. The unrealized losses were primarily caused by interest rate increases and not by unfavorable changes in the credit quality associated with these securities which impacted the Company’s assessment on collectability of principal and interest. At each reporting period, the Company evaluates available-for-sale debt securities for any credit-related impairment when the fair value of the investment is less than its amortized cost. The Company evaluated the expected cash flows, the underlying credit quality and credit ratings of the issuers, noting no significant credit deterioration since purchase. As of March 31, 2026, 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 March 31, 2026 and December 31, 2025 was not material.

3. Fair Value

Certain assets and liabilities are measured at fair value in the Condensed Consolidated Financial Statements or have fair values disclosed in the Notes to the Condensed Consolidated Financial Statements. These assets and liabilities are classified into one of three levels of a hierarchy defined by GAAP.

For a description of the methods and assumptions that are used to estimate the fair value and determine the fair value hierarchy classification of each class of financial instrument, see Note 4 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in the 2025 10-K.

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

(in millions)Quoted Prices in Active Markets (Level 1)Other Observable Inputs (Level 2)Unobservable Inputs (Level 3)Total Fair and Carrying Value
March 31, 2026
Cash and cash equivalents$21,576$6,425$—$28,001
Debt securities - available-for-sale:
U.S. government and agency obligations3,261176—3,437
State and municipal obligations—5,779—5,779
Corporate obligations—27,10543327,538
U.S. agency mortgage-backed securities—10,275—10,275
Non-U.S. agency mortgage-backed securities—3,077—3,077
Total debt securities - available-for-sale3,26146,41243350,106
Equity securities1,89022651,977
Loan receivables——880880
Total assets at fair value$26,727$52,859$1,378$80,964
Percentage of total assets at fair value33%65%2%100%
December 31, 2025
Cash and cash equivalents$19,848$4,517$—$24,365
Debt securities - available-for-sale:
U.S. government and agency obligations3,778154—3,932
State and municipal obligations—6,325—6,325
Corporate obligations—25,12342325,546
U.S. agency mortgage-backed securities—9,719—9,719
Non-U.S. agency mortgage-backed securities—2,660—2,660
Total debt securities - available-for-sale3,77843,98142348,182
Equity securities2,08320672,170
Loan receivables——882882
Total assets at fair value$25,709$48,518$1,372$75,599
Percentage of total assets at fair value34%64%2%100%

There were no transfers in or out of Level 3 financial assets or liabilities during the three months ended March 31, 2026 or 2025.

The following table presents a summary of fair value measurements by level and carrying values for certain financial instruments not measured at fair value on a recurring basis in the Condensed Consolidated Balance Sheets:

(in millions)Quoted Prices in Active Markets (Level 1)Other Observable Inputs (Level 2)Unobservable Inputs (Level 3)Total Fair ValueTotal Carrying Value
March 31, 2026
Debt securities - held-to-maturity$447$24$—$471$474
Loan receivables—1,7507,4849,2349,415
Long-term debt and other financing obligations—69,323—69,32374,537
December 31, 2025
Debt securities - held-to-maturity$463$26$—$489$490
Loan receivables—1,7006,9238,6238,860
Long-term debt and other financing obligations—72,143—72,14376,140

Nonfinancial assets and liabilities or financial assets and liabilities that are measured at fair value on a nonrecurring basis are subject to fair value adjustments only in certain circumstances, such as when the Company records an impairment. The assets and liabilities within businesses held for sale as of March 31, 2026 were measured at the lower of carrying value or fair value less cost to sell. Fair value is measured based upon unobservable amounts, such as estimated selling price derived from Company-specific information, market conditions and third-party indications. There were no significant fair value adjustments for assets and liabilities recorded during the three months ended March 31, 2026 or 2025.

4. Medical Costs Payable

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

(in millions)20262025
Medical costs payable, beginning of period$39,337$34,224
Reported medical costs:
Current year74,72673,731
Prior years(1,050)(320)
Changes in premium deficiency and loss contract reserves(187)—
Total reported medical costs73,48973,411
Medical payments:
Payments for current year(44,021)(43,827)
Payments for prior years(29,205)(26,669)
Total medical payments(73,226)(70,496)
Change in medical costs payable included within businesses held for sale59(3)
Medical costs payable, end of period$39,659$37,136

For the three months ended March 31, 2026, prior years’ medical cost reserve development was driven by a favorable respiratory illness season along with various other individually insignificant factors. For the three months ended March 31, 2025, prior years’ medical cost reserve development did not include any individually significant factors. Medical costs payable included reserves for claims incurred by consumers but not yet reported to the Company of $27.6 billion and $26.7 billion at March 31, 2026 and December 31, 2025, respectively.

5. Short-Term Borrowings and Long-Term Debt

As of March 31, 2026, the Company had $3.4 billion of commercial paper outstanding, with a weighted-average annual interest rate of 3.7%.

For more information on the Company’s short-term borrowings, debt covenants and long-term debt, see Note 8 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in the 2025 10-K.

6. Shareholders’ Equity

Dividends

The following table provides details of the Company’s 2026 dividend payments:

Payment DateAmount per ShareTotal Amount Paid
(in millions)
March 17$2.21$2,005

Forward Share Repurchase Contracts

During the three months ended March 31, 2026, the Company entered into forward contracts with a counterparty to repurchase up to $2.0 billion of its common stock, with expected settlement on or before July 1, 2026. For completed contracts, a liability is established within other current liabilities on the Condensed Consolidated Balance Sheets with a corresponding reduction to additional paid-in-capital for the fair market value of the shares repurchased on the date the contract is completed. During the three months ended March 31, 2026, the counterparty completed the purchase of 1.7 million shares at an average price of $285.68 per share and the Company recorded a liability of $500 million at contract completion. The counterparty purchase periods for the remaining forward contracts will be completed in the second quarter of 2026.

7. Commitments and Contingencies

Pending Acquisitions

As of March 31, 2026, the Company had entered into agreements to acquire companies in the health care sector, subject to regulatory approval and customary closing conditions, the majority of which are expected to close in the second half of 2026. The total anticipated capital required for these acquisitions was approximately $3.0 billion.

Legal Matters

The Company is frequently made party to a variety of legal actions and regulatory inquiries, including class actions and suits brought by members, care providers, consumer advocacy organizations, customers, shareholders and regulators, relating to the Company’s businesses, including management and administration of health benefit plans and other services. These matters include medical malpractice, employment, intellectual property, antitrust, privacy and contract claims and claims related to health care benefits coverage and other business practices.

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

Government Investigations, Audits and Reviews

The Company has been involved or is currently involved in various governmental investigations, audits and reviews. These include routine, regular and special investigations, audits and reviews by the Centers for Medicare and Medicaid Services (CMS), state insurance and health and welfare departments, state attorneys general, the Office of the Inspector General (OIG), the Office of Personnel Management, the Office for Civil Rights, the Government Accountability Office, the Federal Trade Commission, U.S. Congressional committees, the U.S. Department of Justice (DOJ), the SEC, the Internal Revenue Service (IRS), the U.S. Drug Enforcement Administration, the U.S. Department of Labor, the Federal Deposit Insurance Corporation, the Consumer Financial Protection Bureau, the Defense Contract Audit Agency, the Food and Drug Administration and other governmental authorities. Similarly, the Company’s international businesses are also subject to investigations, audits and reviews by applicable foreign governments. The Company has also been responding to subpoenas, information requests and investigations from governmental entities. The Company can provide no assurance as to the scope and outcome of these matters and no assurance as to whether its business, financial condition or results of operations will be materially adversely affected. Certain of the Company’s businesses have been reviewed or are currently under review, including for, among other matters, compliance with coding and other requirements under the Medicare risk-adjustment model. CMS and OIG have selected certain of the Company’s local plans for risk adjustment data validation (RADV) audits to validate the coding practices of and supporting documentation maintained by health care providers and such audits may result in retrospective adjustments to payments made to the Company’s health plans.

On February 14, 2017, the DOJ announced its decision to pursue certain claims within a lawsuit initially asserted against the Company and filed under seal by a whistleblower in 2011. The whistleblower’s complaint, which was unsealed on February 15, 2017, alleges the Company made improper risk adjustment submissions and violated the False Claims Act. In March 2025, a Special Master appointed by the court issued a report recommending that the court enter summary judgment in the Company’s favor on all remaining claims. In April 2025, the DOJ filed a motion asking the court to reject the Special Master’s report. The Company cannot reasonably estimate the outcome which may result from this matter given its procedural status.

Income Taxes - Internal Revenue Service Exams

On March 6, 2026, we received Notices of Proposed Adjustment (“NOPAs”) from the IRS for transactions undertaken during the 2017 through 2020 tax years involving intercompany transfer pricing with a foreign subsidiary. The IRS is seeking to significantly increase taxable income for each of the applicable periods and could also seek similar adjustments for subsequent years after 2020. We disagree with the IRS’s proposed adjustments, believe that our tax positions are properly supported, and intend to vigorously contest the position taken by the IRS and pursue all available administrative and judicial remedies. As of March 31, 2026, the Company believes its reserves for uncertain tax positions are adequate based on current available information.

For more information on the Company’s income taxes see Note 9 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in the 2025 10-K.

8. Held for Sale and Dispositions

In the fourth quarter of 2025, the Company entered into an agreement to sell its remaining South American operations, which is expected to close in the second half of 2026, subject to regulatory and other customary closing conditions. Losses related to this transaction are included within loss on sale of subsidiary and subsidiaries held for sale on the Condensed Consolidated Statements of Operations as they relate to the strategic exit of South American markets and include significant losses related to foreign currency translation effects.

The Company initiated various other dispositions in the fourth quarter of 2025, which are classified as held for sale. Losses related to these actions are included within operating costs on the Condensed Consolidated Statements of Operations.

The assets and liabilities of the held for sale disposal group as of March 31, 2026, were as follows:

(in millions)South American BusinessesOther Businesses
Assets
Cash and cash equivalents$244$156
Accounts receivable and other current assets758213
Property, equipment and capitalized software838180
Goodwill17790
Other intangible assets252422
Other long-term assets316517
Remeasurement of assets of businesses held for sale to fair value less cost to sell(1)(1,595)(557)
Total assets$990$1,021
Liabilities
Medical costs payable$225$99
Accounts payable and other current liabilities366236
Other long-term liabilities356472
Total liabilities$947$807

(1) Includes the effect of $927 million of cumulative foreign currency translation losses and $279 million of noncontrolling interests for the South American businesses held for sale.

During the three months ended March 31, 2026, the Company completed dispositions of businesses that were classified as held for sale in the fourth quarter of 2025 for $1.1 billion of cash. The businesses held assets of $1.2 billion, liabilities of $442 million and had cumulative foreign currency translation gains of $160 million. As a result of the dispositions, the Company recorded a net gain of $211 million, which was included within operating costs on the Condensed Consolidated Statements of Operations, with a gain of $525 million at Optum Insight and an incremental loss of $314 million at Optum Health. The Company contributed $400 million of the proceeds from the disposition within Optum Insight to the United Health Foundation.

9. Segment Financial Information

The Company’s four reportable segments are UnitedHealthcare, Optum Health, Optum Insight and Optum Rx. For more information on the Company’s segments, see Part I, Item 1, “Business” and Note 14 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in the 2025 10-K. 2026

Business Realignment

On January 1, 2026, the Company realigned certain businesses to respond to changes in the markets it serves and the opportunities that are emerging as the health system evolves. Optum Financial, including Optum Bank, which was historically included in Optum Health is now included in Optum Insight. The Company’s reportable segments remain unchanged, with prior period segment financial information recast to conform to the 2026 presentation.

The following tables present reportable segment financial information:

Optum
(in millions)UnitedHealthcareOptum Health (b)Optum Insight (b)Optum RxOptum Eliminations (b)OptumCorporate and EliminationsConsolidated
Three Months Ended March 31, 2026
Revenues - unaffiliated customers:
Premiums$82,986$4,575$—$—$—$4,575$—$87,561
Products—574513,148—13,250—13,250
Services2,7754,2351,6201,149—7,004—9,779
Total revenues - unaffiliated customers85,7618,8671,66514,297—24,829—110,590
Total revenues - affiliated customers—14,9983,11821,398(1,221)38,293(38,293)—
Investment and other income50424434241—627—1,131
Total revenues$86,265$24,109$5,125$35,736$(1,221)$63,749$(38,293)$111,721
Total operating costs (a)$80,571$22,968$4,162$34,544$(1,221)$60,453$(38,293)$102,731
Earnings from operations$5,694$1,141$963$1,192$—$3,296$—$8,990
Interest expense——————(955)(955)
Loss on sale of subsidiary and subsidiaries held for sale(72)——————(72)
Earnings before income taxes$5,622$1,141$963$1,192$—$3,296$(955)$7,963
Total assets$129,027$73,620$63,099$58,495$—$195,214$(11,597)$312,644
Purchases of property, equipment and capitalized software20418430669—559—763
Depreciation and Amortization218246392173—811—1,029
Three Months Ended March 31, 2025
Revenues - unaffiliated customers:
Premiums$81,513$5,021$—$—$—$5,021$—$86,534
Products—654412,927—13,036—13,036
Services2,5763,7161,6591,021—6,396—8,972
Total revenues - unaffiliated customers84,0898,8021,70313,948—24,453—108,542
Total revenues - affiliated customers—15,8103,09121,137(1,111)38,927(38,927)—
Investment and other income52822523347—505—1,033
Total revenues$84,617$24,837$5,027$35,132$(1,111)$63,885$(38,927)$109,575
Total operating costs (a)$79,391$23,426$3,863$33,814$(1,111)$59,992$(38,927)$100,456
Earnings from operations$5,226$1,411$1,164$1,318$—$3,893$—$9,119
Interest expense——————(998)(998)
Loss on sale of subsidiary and subsidiaries held for sale(15)——————(15)
Earnings before income taxes$5,211$1,411$1,164$1,318$—$3,893$(998)$8,106
Total assets$131,902$72,000$60,192$60,379$—$192,571$(14,683)$309,790
Purchases of property, equipment and capitalized software19626435385—702—898
Depreciation and Amortization219255376211—842—1,061

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

(b)Prior period amounts have been recast to reflect the realignment of Optum Financial.

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