UNH 10-K & 10-Q changes, risk factors and insider trading

The following discussion contains cautionary statements regarding our business, which investors and others should consider. We do not undertake to address in future filings with the SEC or other communications regarding our business or results of operations how any of these factors may have caused our results to differ from discussions or information contained in our previous filings or communications. In addition, any of the matters discussed below may have affected past, as well as current, forward-looking statements about future results. Any or all forward-looking statements in this Annual Report on Form 10-K and in any other SEC filings or public statements we make may turn out to be wrong. Our forward-looking statements can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Many factors discussed below will be important in determining our future results. By their nature, forward-looking statements are not guarantees of future performance or results and are subject to risks, uncertainties and assumptions which are difficult to predict or quantify.

We manage medical costs through underwriting criteria, product design, negotiation of competitive provider contracts and care management programs. Total medical costs are affected by the number of individual services rendered, the cost of each service and the type of service rendered. Although we base the premiums we charge on our estimates of future medical costs over the fixed contract period, many factors may cause, and have previously caused, actual costs to exceed those estimated and reflected in premiums or bids. These factors may include medical cost inflation, increased use of services, increased provider billing intensity, business mix, unexpected differences among new customer populations, increased cost of individual services, costs to deliver care, large-scale medical emergencies, the potential effects of climate change, pandemics, the introduction of new or costly drugs or increases in drug prices, treatments and technology, new treatment guidelines, newly mandated benefits or other regulatory changes and insured population characteristics. Cost increases in excess of our forecasts typically cannot be recovered in the fixed premium period through higher premiums. For Optum Health’s fully accountable value-based care, any inability to provide higher-quality outcomes and better experiences at lower costs or to integrate our care delivery models could impact our results of operations, financial positions and cash flows.

Our business depends on the integrity and timeliness of the data we use to serve our members, customers and health care professionals and to operate our business. If the data we rely upon to run our businesses is found to be inaccurateinaccurate, incomplete, outdated or unreliable or if we fail to effectively maintain or protect the integrity of our data and information systems, including systems powered by or incorporating artificial intelligence and machine learning (AI/ML), we could experience failures in our health, wellness and information technology products; lose existing customers; have difficulty attracting new customers; experience problems in determining medical cost estimates and establishing appropriate pricing; have difficulty preventing, detecting and controlling fraud; have disputes with customers, physicians and other health care professionals; become subject to regulatory sanctions, penalties, investigations or audits; incur increases in operating expenses; or suffer other adverse consequences.

The volume of health care data generated, and the uses of data, including electronic health records, are rapidly expanding. We depend on the integrity of the data in our information systems to implement new and innovative services, automate and deploy new technologies to simplify administrative processes and clinical decision making, price our products and services adequately, provide effective service to our customers and consumers in an efficient and uninterrupted fashion, provide timely payments to care providers, and accurately report our results of operations. In addition, increasing connectivity among technologies and recent trends toward greater consumer engagement in health care require new and enhanced technologies, including more sophisticated applications for mobile devices and new tools and products that leverage AI/ML to improve the customer experience. We anticipate that fast-evolving AI/ML technologies, including generative AI, will play an increasingly important role in our information systems and customer-facing technology products. Our ability to protect and enhance existing systems and develop new systems to keep pace with changes in information processing technology (including AI/ML), regulatory standards and changing customer preferences will require anour ongoing commitment of significant development and operational resources. If these commitments fail to provide the anticipated benefits, if we are unable to successfully anticipate future technology developments, or if the cost to keep pace with the technological changes exceeds our estimates, we could be exposed to reputational harm and experience adverse effects on our business.

We may not successfully implement our initiatives to consolidate the number of information systems we operate, upgrade and expand our information systems’ capabilities, integrate and enhance our systems and develop new systems to keep pace with recent regulations and changes in information processing technology. Failure to protect, consolidate and integrate our systems successfully could result in higher than expected costs.

Some of our businesses sell and install software products which may contain unexpected design defects or may encounter unexpected complications during installation or when used with other technologies utilized by the customer. A failure of our technology products to operate as intended and in a seamlessfully-integrated fashion with other products could materially and adversely affect our results of operations, financial position and cash flows.

Uncertain and rapidly evolving U.S. federal and state, non-U.S. and international laws and regulations related to health data and health information technologies, including those powered by or incorporating AI/ML,AI, may alter the competitive landscape or impose new compliance requirements and could materially and adversely affect the configuration of our information systems and platforms, and our ability to compete in our markets.

If we or third parties we rely on sustain cyberattacks or other privacy or data security incidents resulting in disruption to our operations or the misappropriation or disclosure of protected personal information or proprietary or confidential information, we could suffer a loss of revenue and increased costs, negative operational effects, exposure to significant liability, reputational harm and other serious negative consequences.

We routinely process, store and transmit large amounts of data in our operations, including protected personal information subject to privacy, security or data breach notification laws, as well as proprietary or confidential information relating to our business or third parties. Some of the data we process, store and transmit may be outside of the United States due to our information technology systems and international business operations. We are regularly the target of attempted cyberattacks and other security threats and have previously been, and may in the future be, subject to compromises of the information technology systems we use, information we hold, or information held on our behalf by third parties. For example, we previously reported that our Change Healthcare business, which we had recently acquired, was subject to a cyberattack in 2024, in which the data involved contained protected health information or personally identifiable information.

While we have programs in place to detect, contain and respond to data security incidents and provide employeeemployees with awareness training regarding phishing, malware and other cyber threats toas protecta protection against cybersecurity risks and incidents, we expect that we will continue to experience these incidents, some of which may negatively affect our business. Further, because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and are increasing in sophistication, in part due to use of evolving AI/ML technologies (including generative AI), and because our businesses are changing as well, we may be unable to anticipate these techniques and threats, timely detect data security incidents or implement adequate preventive measures. Threat actors and hackers have previously been, and may in the future be, able to negatively affect our operations by penetrating our security controls and causing system and operational disruptions or shutdowns,shutdowns. accessing,They misappropriatingmay access, misappropriate or otherwise compromisingcompromise protected personal information or our proprietary or confidential information or that of third parties, and developingmay develop and deployingdeploy malicious code (including viruses, ransomware and othermalware, malwareamong others) that can attack our systems, exploit any security vulnerabilities, and disrupt or shutdownshut down our systems and operations. In addition, hardware, software, or applications we develop or procure from third parties may contain defects or other problems which could unexpectedly compromise our information securitytechnology controls.ecosystem. Our systems may also be vulnerable to financial fraud schemes, misplaced or lost data, human error, insider threat, malicious social engineering, or other events which could negatively affect the data or financial accounts, proprietary or confidential information relating to our business or third parties, or our operations. There have previously been and may be in the future heightened vulnerabilities due to recently-acquired or non-integrated businesses. We rely in some circumstances on third-party vendors to process, store and transmit large amounts of data for our business. The operations of these vendors are subject to similar risks, but are outside our direct oversight and control.

The costs to eliminate or address the foregoing securitythese threats and vulnerabilities before or after a cybersecurity incident could be material. We have business continuationcontinuity and resiliency plans which we maintain, update and test regularly in an effort to contain and remediate potential disruptions orfrom cybersecurity events. If our prevention and remediation efforts are not successful, we may experience operational interruptions, delays, or cessation of service and loss of existing or potential customers. In addition, compromises of our security measures or the unauthorized dissemination of sensitive personal information, proprietary information or confidential information about us, our customers or other third parties, previously and in the future, could expose us or them to the risk of financial or medical identity theft, negative operational impacts, and loss or misuse of this information, result in litigation and liability, including regulatory penalties, for us, damage our brand and reputation, or otherwise harm our business.

In any particular market, physicians and health care providers could refuse to contract with us, demand higher payments, or take other actions which could result in higher medical costs, less desirable products for customers or difficulty meeting regulatory or accreditation requirements. In some markets, certain health care providers, particularly hospitals, physician and hospital organizations or multi-specialty physician groups, may have significant market positions which could diminish our bargaining power. In addition, Accountable Care Organizations (ACOs);, physician group management services organizations (which aggregate physician practices for administrative efficiency);, and other organizational structures adopted by physicians, hospitals and other care providers may change the way in which these providers do business with us and may change the competitive landscape. Such organizations or groups of physicians may compete directly with us, which could adversely affect our business, and our results of operations, financial position and cash flows by impacting our relationships with these providers or affecting the way we price our products and estimate our costs, which might require us to incur costs to change our operations in an effort to mitigate these impacts. In addition, if these providers refuse to contract with us, use their market position to negotiate favorable contracts or place us at a competitive disadvantage, our ability to market products or to be profitable in those areas could be materially and adversely affected.

Some providers that render services to our members do not have contracts with us. In some instances, those providers have disputed and may in the future dispute the payment for these services and may institute litigation or arbitration relying on state and federal laws that define the compensation that must be paid to out-of-network providers in some circumstances.

If we fail to compete effectively to maintain or increase our market share, including by maintaining or increasing enrollments in businesses providing health benefits, our results of operations, financial position and cash flows could be materially and adversely affected.

Our businesses face significant competition in all of the markets in which we operate. In many geographies or product segments, our competitors have and may continue to have certain competitive advantages. Our competitive position may also be adversely affected by significant merger and acquisition activity in the industries in which we operate, among both our competitors and suppliers. Consolidation among competitors may make it more difficult for us to retain or increase our customer base, maintain or improve the terms on which we do business with our suppliers, or maintain or increase our profitability.

In addition, our success in the health care marketplace and future growth depends on our ability to develop and deliver innovative and potentially disruptive products and services to satisfy evolving market demands. If we do not continue to innovate and provide products and services which are useful and relevant to health care payers, consumers and our customers, we may not remain competitive and risk losing market share to existing competitors and disruptive new market entrants. We may face risks from new technologies and market entrants whichthat could affect our existing relationship with health plan enrollees in the affected markets. We could sustain competitive disadvantages and loss of market share if we fail to continue developing innovative care models, including by accelerating the transition of care to value-based models that achieve higher quality outcomes and better experiences at lower costs and expand access to virtual and in-home care. If health care payers or providers are unwilling or unable to enter into value-based agreements with us, we may be unable to successfully establish or maintain the contractual or employment relationships necessary to achieve the quality and cost objectives we have for value-based contracting. Additionally, our competitive position could be adversely affected by any failure to develop and apply innovative technologies and other effective data and analytics capabilities or to provide services to our clients focused on these technologies and capabilities.

We are routinely subject to various private party and governmental legal actions and investigations, which could damage our reputation and, if resolved unfavorably, could result in substantial penalties or monetary damages and materially and adversely affect our results of operations, financial position and cash flows.

Legal actions to which we are a party have included and in the future could include matters related to health care benefits coverage and payment of claims (including disputes with enrollees, customers and contracted and non-contracted physicians, hospitals and other health care professionals), tort claims (including claims related to the delivery of health care services, such as medical malpractice by personnel at our affiliates’ facilities, or by health care practitioners who are employed by us, have contractual relationships with us, or serve as providers to our managed care networks, including as a result of a failure to adhere to applicable clinical, quality and/or patient safety standards), antitrust claims (including as a result of changes in the enforcement of antitrust laws), whistleblower claims (including claims under the False Claims Act or similar statutes), matters related to our use of or alleged failure to adequately safeguard personal information or other proprietary data, claims related to alleged failure of our technology products to operate properly or fairly, contract and labor disputes, tax claims and claims related to disclosure of certain business practices. In addition, some of our pharmacy services operations are subject to clinical quality, patient safety and other risks inherent in the dispensing, packaging and distribution of drugs, including claims related to purported dispensing and other operational errors. We also have been and in the future may alsobe bea party to certain class action lawsuitslawsuits, including those brought by health care professional groupsgroups, consumers and consumers.investors. We operate in jurisdictions outside of the United States where contractual rights, tax positions and applicable regulations may be subject to varying degrees of interpretation or uncertainty to a greater degree than in the United States,uncertainty, and therefore subject to dispute by customers, government authorities or others.

We are largely self-insured with regard to litigationlegal risks,actions, including claims of medical malpractice against our affiliated physicians and us. Although we record liabilities for our estimates of the probable costs resulting from self-insured matters, it is possible the level of actual losses will significantly exceed the liabilities recorded. Additionally, physicians and other healthcare providers have become subject to an increasing number of legal actions alleging medical malpractice and general professional liabilities. Even in states that have imposed caps on damages for such actions, litigants are seeking recoveries under theories of liability that might not be subject to the caps on damages. These actions involve significant defense costs and could result in substantial monetary damages or damage to our reputation.

We cannot predict the outcome of significant legal actions in which we are involved. Even in situations where we engage external insurers, our coverage may be disputed or may not be sufficient to cover the entiretyentire amount of certain claims. We incur expenses to resolve these matters and current and future legal actions could further increase our cost of doing business, require us to potentially change the way we conduct our business, and materially and adversely affect our results of operations, financial position and cash flows. Moreover, certain legal actions could result in adverse publicity which could damage our reputation and materially and adversely affect our ability to retain our current business or grow our market share in some markets and businesses.

As part of our business strategy, we frequently engage in discussions with third parties regarding possible investments, acquisitions, divestitures, strategic alliances, joint ventures and outsourcing transactions and often enter into agreements relating to such transactions. If we fail to meet the needs of our alliance or joint venture partners, including by developing additional products and services, providing high levels of service, pricing our products and services competitively or responding effectively to applicable federal and state regulatory changes, our alliances and joint ventures could be damaged or terminated, which in turn could adversely impact our reputation, business and results of operations. Further, governmental actions, such as actions by the FTC or DOJ,DOJ or comparable non-U.S. regulatory bodies, may affect our ability to complete strategic transactions, which could adversely affect our future growth. If we fail to identify and successfully complete transactions to meet our strategic objectives, including as a result of antitrust regulatory enforcement actions, such as those that have been brought against us in the past, we may be required to expend resources to develop products and technology internally, be placed at a competitive disadvantage or be adversely affected by negative market perceptions, any of which may have a material adverse effect on our results of operations, financial position or cash flows.

Successful acquisitions also require us to effectivelyeffectively, comprehensively and expeditiously integrate the acquired business into our existing operations, including our internal control environment and culture, or otherwise leveragingleverage its operations which may present risks different from those presented by organic growth and may be difficult for us to manage. For example, we have experienced and in the future may encounter more acute information technology system vulnerabilities or different litigation risk profiles in recently acquired businessbusinesses than we have historically managed. We may be unable to address suchthese vulnerabilities, inadequacies, differences, or failures soon after acquiring a business, which could undermine integration activities, delay launch of acquired products, and increase infrastructure risk. In addition, even with appropriate diligence, pre-acquisition practices of an acquired business have exposed us in the past and may expose us in the future to legal challenges and investigations that could subject us to criminal fines or reputational harm. Even if we are ultimately successful in resolving these matters, defending such claims may be costly and result in negative publicity. If we cannot successfully integrate our acquired businesses and realize contemplated revenue growth opportunities, cost savings and other synergies, our business, prospects, results of operations, financial position and cash flows could be materially and adversely affected.

Large-scale medical emergencies, pandemics, natural disasters, public health crises and other extreme events could have a material adverse effect on our business operations, cash flows, financial conditions and results of operations. For example, disruptions in public and private infrastructure resulting from such events could increase our operating costs and impair our ability to provide services to our clients and customers. In addition, as a result of these events, the premiums and fees we charge may not be sufficient to cover our medical and administrative costs, deferred medical care could be sought in future periods at potentially higher acuity levels, we could experience reduced demand for our services, and our clinical and non-clinical workforce could be affected and sustain a reduced capacity to handle demand for care. Public health crises arising from natural disasters, such as wildfires, hurricanes, and snowstorms, or effects of climate change could impact our business operations and result in increased medical care costs. Government enactment of emergency powers in response to public health crises could disrupt our business operations, including by restricting availability of, or our ability to deliver, pharmaceuticals or other medical supplies, and could increase the risk of shortages of necessary items.

A prolonged unfavorable economic environment could also adversely impact the financial position of hospitals and other care providersproviders, which could negatively affect our contracted rates with these parties and increase our medical costs or materially and adversely affect their ability to purchase our service offerings. Further, unfavorable economic conditions could have a material adverse effect on our financial results by impacting the customers of our Optum businesses, including health plans, hospitals, care providers, employers and others.

We depend on our ability to attract, develop and retain qualified employees and executives, including those with diverse talents, backgrounds, experiences and perspectives, to operate and expand our business. While we have development and succession plans in place for our key employees and executives, these plans do not guarantee that the services of our key employees and executives will continue to be available to us. If we are unable to attract, develop, retain and effectively manage the development and succession plans for key employees and executives, our business, results of operations and future performance could be adversely affected.suffer. Experienced and highly skilled employees and executives in the health care and technology industries are in high demand and the market for their services is competitive. We may have difficulty in replacing key executives because of the limited number of qualified individuals in these industries with the breadth of skills and experience required to operate and successfully expand our business. Further, the increased availability of hybrid or remote working arrangements has expanded the pool of companies that can compete for qualified employees and executive candidates. Adverse changes to our corporate culture could harm our business operations and our ability to retain key employees and executives.

Our investment and loan portfolio may sustain losses which could adversely affect our profitability.

Market fluctuations could impair the value of our investment and loan portfolio and our profitability. Volatility in interest rates affects our interest income and the market value of our investments in debt securities of varying maturities which constitute the substantial majority of the fair value of our investments as of December 31, 2024.2025. In addition, a delay in payment of principal or interest by issuers,issuers or other borrowers, or defaults by issuers (primarily issuers of our investments in corporate and municipal bonds), or other borrowers, could reduce our investment income and require us to write down the value of our investments or loans, which could adversely affect our profitability and equity.

Our investments may not produce total positive returns and we may sell investments at prices which are less than their carrying values. Changes in the value of our investment assets, as a result of interest rate fluctuations, changes in issuer financial or market conditions, illiquidity or otherwise, could have an adverse effect on our equity.equity interests. In addition, if it should become necessary for us to liquidate a material portion of our investment and loan portfolio on an accelerated basis, such an action could have an adverse effect on our results of operations and the capital position of our regulated subsidiaries.

As of December 31, 2024,2025, our goodwill and other intangible assets had a carrying value of $130$131 billion, representing 44%42% of our total consolidated assets. We periodically evaluate our goodwill and other intangible assets to determine whether all or a portion of their carrying values may be impaired, in which case a charge to earnings may be necessary. The value of our goodwill may be materially and adversely impacted if businesses we acquire perform in a manner inconsistent with our assumptions. In addition, we divest businesses from time to time we divest businesses,time, and any such divestiture could result in significant asset impairment and disposition charges, including those related to goodwill and other intangible assets. Any future evaluations requiring an impairment of our goodwill and other intangible assets could materially and adversely affect our results of operations and equity in the period in which the impairment occurs. A material decrease in equity value could, in turn, adversely affect our credit ratings.

We rely on our agreements with customers, confidentiality agreements with employees and third parties, and our trademarks, trade secrets, copyrights and patents to protect our proprietary rights. These legal protections and precautions may not prevent misappropriation of our proprietary information. In addition, intellectual property rights inherent in software are the subject of substantial litigation, and we expect our software products to be increasingly subject to third-party infringement claims as the number of products and competitors in the health care-focused software industry segment grows. Such litigation and misappropriation of our proprietary information could hinder our ability to market and sell products and servicesservices, which could materially and adversely affect our results of operations, financial position and cash flows.

Claims paying ability, financial strength and debt ratings by nationally recognized statistical rating organizations are important factors in establishing the competitive position of insurance companies. Ratings information is broadly disseminated and generally used by customers and creditors. We believe our claims paying ability and financial strength ratings are important factors in marketing our products to certain of our customers. Our credit ratings impact both the cost and availability of future borrowings. Each of the credit rating agencies reviews its ratings periodically. Our ratings reflect each credit rating agency’s opinion of our financial strength, operating performance and ability to meet our debt obligations or obligations to policyholders. We have been the subject of downgrades and other negative credit rating actions in past periods, and may not be able to maintain our current credit ratings in thefuture future.periods. Any downgrades in our credit ratings could materially increase our costs of or ability to access funds in the debt capital markets and otherwise materially increase our operating costs.

We are regulated by federal, state and local governments in the United States and other countries where we do business. Our insurance and HMO subsidiaries must be licensed by and are subject to regulation in the jurisdictions in which they conduct business. For example, states require periodic financial reports and enforce minimum capital or restricted cash reserve requirements. Health plans and insurance companies are also regulated under state insurance holding company regulations and some of our activities may be subject to other health care-related regulations and requirements, including regulations and licensure requirements related to PPOs,Preferred Provider Organizations, MCOs, UR and TPAs. Under state guaranty association laws, certain insurance companies can be assessed (up to prescribed limits) for certain obligations to the policyholders and claimants of impaired or insolvent insurance companies whichthat write the same line or similar lines of business. Any such assessment could expose our insurance entities and other insurers to the risk they would be required to pay a portion of an impaired or insolvent insurance company’s claims through state guaranty associations.

Some of our businesses provide products or services to government agencies. For example, some of our Optum and UnitedHealthcare businesses hold government contracts or provide services related to government contracts and are subject to U.S. federal and state and non-U.S. self-referral, anti-kickback, medical necessity, risk adjustment, false claims and other laws and regulations governing government contractors and the use of government funds. Our relationships with these government agencies are subject to the terms of our contracts with the agencies and to laws and regulations regarding government contracts. Among others, certainCertain laws and regulations restrict or prohibit companies from performing work for government agencies whichthat might be viewed to involve an actual or potential conflict of interest. These laws and regulations may limit our ability to pursue and perform certain types of engagements, thereby materially and adversely affecting our results of operations, financial position and cash flows.

Some of our Optum businesses are also subject to regulations distinct from those faced by our insurance and HMO subsidiaries, some of which could impact our relationships with physicians, hospitals and customers. These regulations include state telemedicine regulations; debt collection laws; banking regulations; consumer financial protection laws; distributor and producer licensing requirements; state corporate practice of medicine restrictions; fee-splitting rules; and health care facility licensure and certificate of need requirements. These risks and uncertainties may materially and adversely affect our ability to market or provide our products and services, or to achieve targeted operating margins, or may increase the regulatory burdens under which we operate.

The laws and rulesregulations governing our businesses and interpretations of those laws and rulesregulations are subject to frequent and often unpredictable change. For example, legislative, administrative and public policy changes to the ACA have been and likely will continue to be considered, and we cannot predict if the ACA will be further modified.modified or to what extent such modifications may impact our businesses or member enrollment. Additionally, changes in tax laws or unfavorable resolutions of exams could create additional tax liabilities.

The integration of entities we acquire into our businesses may affect the way in which existing laws and rulesregulations apply to us, including by subjecting us to laws and rulesregulations which did not previously apply to us. The broad latitude given to the agencies administering, interpreting and enforcing current and future regulations governing our businesses could compel us to change how we do business, renegotiate existing contracts and other arrangements, restrict revenue and enrollment growth, increase our health care and administrative costs and capital requirements, or expose us to increased liability in courts for coverage determinations, resolution of commercial disputes and other actions.

The government health care programs in which we participate are generally subject to frequent changes, including changes which may reduce the number of persons enrolled or eligible for coverage (such as Medicaid eligibility redeterminations in certain states and federal enhanced premium subsidy reductions), reduce the amount of reimbursement or payment levels, reduce our participation in, or prevent our expansion into, certain service areas or markets, or increase our administrative or medical costs under such programs. Revenues for these programs depend on periodic funding from the federal government or applicable state governments and allocation of the funding through various payment mechanisms. Funding for these government programs depends on many factors outside of our control, including general economic conditions and budgetary constraints at the federal or applicable state level. For example, CMS in the past has reduced or frozen Medicare Advantage benchmarksbenchmarks, and additional cuts to Medicare Advantage benchmarks are possible. In addition, from time to time, CMS makes changes to the way it calculates Medicare Advantage risk adjustment payments. Although we have adjusted members’ benefits and premiums on a selective basis, ceased to offer benefit plans in certain counties, and intensified both our medical and operating cost management in response to the benchmark reductions and other funding pressures, these or other strategies may not fully address the funding pressures in the Medicare Advantage program. In addition, payers in the Medicare Advantage program may be subject to reductions in payments from CMS as a result of decreased funding or recoupment pursuant to government audit. States have also made changes in rates and reimbursements for Medicaid members and audits can result in unexpected recoupments.

Many of the government health care coverage programs we participate in are subject to the prior satisfaction of certain conditions or performance standards or benchmarks. For example, as part of the ACA, CMS has a system providing various quality bonus payments to Medicare Advantage plans meeting specified quality star ratings at the individual plan or local contract level. The star rating system considers various measures adopted by CMS, including, among others, quality of care, preventive services, chronic illness management, handling of appeals and customer satisfaction. Plans must have a rating of four stars or higher to qualify for bonus payments, and CMS has made and may make additional changes to the star rating program that impact the ability of our plans to achieve four-star or higher ratings. If we do not maintain or continue to improve our star ratings, our plans may not be eligible for quality bonuses and we may experience a negative impact on our revenues and the benefits our plans can offer, which could materially and adversely affect the marketability of our plans and the number of people we serve. Any changes in standards or care delivery models applying to government health care programs, including Medicare and Medicaid, or our inability to maintain or improve our quality scores and star ratings to meet evolving government performance requirements or to match the performance of our competitors could result in limitations to our participation in or exclusion from these or other government programs, which could materially and adversely affect our results of operations, financial position and cash flows.

We have been and in the future may become involved in routine, regular and special governmental investigations, audits, reviews and assessments. Such investigations, audits, reviews or assessments sometimes arise out of, or prompt claims or class action lawsuits by private litigants or whistleblowers regarding, among other allegations, claims that we failed to disclose certain business practices or, as a government contractor, submitted false or erroneous claims to the government. Government investigations, audits, reviews and assessments could lead to government actions, which have resulted and in future periods could result in adverse publicity, the assessment of damages, civil or criminal fines or penalties, or other sanctions, including restrictions or changes in the way we conduct business, loss of licensure or exclusion from participation in government programs, any of which could have a material adverse effect on our business, results of operations, financial position and cash flows.

We provide pharmacy care services through our Optum Rx and UnitedHealthcare businesses. Each business is subject to federal and state anti-kickback, beneficiary inducement and other laws governing the relationships of the business with pharmaceutical manufacturers, physicians, pharmacies, customers and consumers. In addition, federal and state legislatures regularly consider new regulations for the industry which could materially affect current industry practices, including potential new legislation and regulations regarding the receipt or disclosure of rebates and other fees from pharmaceutical companies, the development and use of formularies and other utilization management tools, the use of average wholesale prices or other pricing benchmarks, pricing for specialty pharmaceuticals, limited access to networksnetworks, and pharmacy network reimbursement methodologies. Further, various governmental agencies have conducted and continue to conduct investigations and studies into certain PBM practices, which have resulted and in future periods may result in PBMs agreeing to civil penalties, including the payment of money and entry into corporate integrity agreements, or could materially and adversely impact the PBM business model. As a provider of pharmacy benefit management services, Optum Rx is also subject to an increasing number of licensure, registration and other laws and accreditation standards. Optum Rx conducts business through home delivery, specialty and compounding pharmacies, pharmacies located in community mental health centers and home infusion, which subjects it to extensive federal, state and local laws and regulations, including those of the DEA and individual state controlled substance authorities, the Food and Drug Administration and Boards of Pharmacy.

The collection, maintenance, protection, use, transmission, disclosure and disposal of protected personal information are regulated at the federal, state, international and industry levels and addressed in requirements of our customer contracts. Additionally, legislative and regulatory action in the United States at the federal, state and local levels, as well as internationally, is emerging in the areas of AI/ML and automation. These laws, regulations and requirements are subject to frequent and often unpredictable change. Compliance with new privacy, security, technology and data laws, regulations and requirements may result in increased operating costs, and may constrain or require us to alter our business model or operations.

Internationally, many of the jurisdictions in which we operate have established their own data security and privacy legal framework with which we or our customers must comply. We expect there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection, information security, and AI/ML and automation in the European Union, UK, Chile, India and other jurisdictions, and we cannot yet determine the impacts such future laws, regulations and standardswhich may have negative impacts on our businesses or the businesses of our customers.

HIPAA requires business associates as well as covered entities to comply with specified privacy and security requirements. While we provide for appropriate protections through our contracts with our third-party service providers and in certain cases assess their security controls, we have limited oversight or control over their actions and practices. Several of our businesses act as business associates to their covered entity customers and, as a result, collect, use, disclose and maintain protected personal information in order to provide services to these customers. If HHS alleges or finds noncompliance by us with HIPAA privacy or security requirements, the allegations or findings could damage our reputation and subject us to monetary and other sanctions.

Through our Optum businesses, we maintain a database of administrative and clinical data statistically de-identified in accordance with HIPAA standards. Noncompliance or findings of noncompliance with applicable laws, regulations or requirements, or the occurrence of any privacy or security breach involving the misappropriation, loss or other unauthorized disclosure of protected personal information, whether by us or by one of our third-party service providers, could have an adverse effect on our reputation and business and, among other consequences, could subject us to mandatory disclosure to affected customers and the media, loss of existing or new customers, and significant increases in the cost of managing and remediating privacy or security incidents, and could also result in significant fines, penalties and litigation awards. Any of these consequences could have a material and adverse effect on our results of operations, financial position and cash flows.

Because we operate as a holding company, we are dependent on dividends and administrative expense reimbursements from our subsidiaries to fund our obligations. Many of these subsidiaries are regulated by state departments of insurance or similar regulatory authorities. We are also required by law or regulation to maintain specific prescribed minimum amounts of capital in these subsidiaries. The levels of required capitalization required depend primarily on the volume of premium revenues generated and medical costs incurred by the applicable subsidiary. In most states, we are required to seek approval by state regulatory authorities before we transfer money or pay dividends from our regulated subsidiaries exceeding specified amounts. An inability of our regulated subsidiaries to pay dividends to their parent companies in the desired amounts or at the time of our choosing could adversely affect our ability to reinvest in our business through capital expenditures or business acquisitions, as well as our ability to maintain our corporate quarterly dividend payment, repurchase shares of our common stock and repay our debt. If we are unable to obtain sufficient funds from our subsidiaries to fund our obligations, our results of operations, financial position and cash flows could be materially and adversely affected.

ChangeDirect HealthcareResponse Costs – Cyberattack

Our businesses participate primarily in the United States and certain other international health markets. In the United States, health care spending has grown consistently for many years and comprisesaccounted 18%for 19% of gross domestic product (GDP). in 2025. We expect overall spending on health care to continue to grow in the future, due to inflation, medical technology and pharmaceutical advancement, regulatory requirements, demographic trends in the population and national interest in health and well-being. The rate of market growth may be affected by a variety of factors, including macroeconomic conditions,conditions and regulatory changes, which could impact our results of operations, including our continued efforts to control health care costs.

Pricing Trends. To price our health care benefits, products and services, we start with our view of expected future costs, including medical care patterns, the mix and health status of people served, inflation and labor market dynamics. For 2025, our pricing trends and patient and member health status assumptions were well-short of the medical cost trends incurred, significantly impacting our earnings. We frequentlycontinually evaluate and adjust our approach in each of the local markets we serve, considering relevant factors, such as product positioning, price competitiveness and environmental, competitive, legislative and regulatory considerations, including minimum medical loss ratio (MLR) thresholds and similar revenue adjustments. We will continue seekingseek to balance growth and profitability across all these dimensions.

The commercial risk market remains highly competitive in the small group, large group and individual segments. We expect broad-based competition to continue as the industry adapts to individual and employer needs. Continued increased medical costs may impact both future pricing and benefit design, including for our individual exchange products in markets where we choose to remain, and may result in shifts between product categories for our employer benefits. These potential changes, along with certain regulatory impacts, may result in decreased membership in future periods.

Medicare Advantage funding continues to be pressured, as discussed below in “Regulatory Trends and Uncertainties” and we have observed increased care patterns as discussed below in “Medical Cost Trends.Trends”, Ourwhich 2025is contemplated in our 2026 benefit design approachapproach. contemplatesAs thesea trends.result of continued funding pressures, which have resulted in benefit and pricing actions, we expect that our Medicare Advantage membership will contract in 2026.

InDue to elevated care activity in Medicaid, wespecifically believerelated to behavioral, pharmacy and home health, there continues to be a timing mismatch between the health status of people served and state rate updates. The funding and payment rate environment remains insufficient to meet the health needs of patients and creates the risk of continued downward pressure on Medicaid margin percentages. We continue to take a prudent, market-sustainable posture for both new business and maintenance of existing relationships. We continue to advocate for actuarially sound rates commensurate with our medical cost trends and we remain dedicated to partnering with those states that are committed to the long-term viability of their programs. We expect Medicaid membership losses in 2026 as a result of reduced Medicaid eligibility and the exit from one state.

Delivery System and Payment Modernization. The health care market continues to change based on demographic shifts, new regulations, political forces and both payer and patient expectations. Health plans and care providers are being called upon to work together to close gaps in care and improve overall care quality and patient experience, improve the health of populations and reduce costs. We are working to accelerate thisrealization visionof these benefits through the innovation and integration of our care delivery modelsmodels, including in-clinic, in-home, behavioral and virtual care, and by using our datadata, analytics and analyticsAI to provide clinicians with the necessary information in ordernecessary to provide the best possible care in the most cost efficientcost-efficient setting. We continue to see a greater number of people enrolled in fully accountable value-based plans rewardingthat reward high-quality, affordable care and fosteringfoster collaboration.

This trend is creating needs for health management services whichthat can coordinate care around the primary care physician, including new primary care channels, and for investments in new clinical and administrative information and management systems, which we believe provide growth opportunities for our Optum business platform. A key focus of our future growth is to accelerate the transition from fee-for-service care delivery and payment models to fully accountable value-based care. This transition requires initial costs such as system enhancements, integrated care coordination technology, physician training and clinical engagement. Enhanced clinical engagement is a critical step to improving the experience and health outcomes of the people we serve and should result in lower costs to the overall health system over time.

Medicare Advantage Rates. Medicare Advantage rate notices overfor thenumerous years have at times resulted in industry base rates well below industry forward medical trend. For example, the Final Notice for 2024 and 2025 rates resulted in an industry base rate decrease, both of which are well short of what is an increasing industry forward medical cost trend. TheWhile Advancethe Final Notice for 2026 ratesapproached proposesthe anexpected industry base rate increase also well short of forward medical cost trend, the Advanced Notice for 2027 is far below. Additionally, increased medical costs in 2025, which are expected to continue in future periods, have added to the compounding impact of the previous multi-year rate shortfalls creating continuedsustained pressure inon the Medicare Advantage program. Further, substantial revisions to the risk adjustment model, which serves to adjust rates to reflect a patient’s health status and care resource needs, have resulted and will continue to result in reduced funding and potentially benefits for people, especially those with some of the greatest health and social challenges.

•UnitedHealthcare served 2.1 million415,000 more people domestically, driven by growth in fee-based commercial offerings,offerings and Medicare Advantage, partially offset by therisk-based impactcommercial of Medicaid redeterminations.offerings.

•Diluted earnings per common share was $15.51, impacted by the loss on sale of subsidiary and subsidiaries held for sale.$13.23.

________ nm = not meaningful (a)Medical care ratio (MCR) is calculated as medical costs divided by premium revenue.

20242025 RESULTS OF OPERATIONS COMPARED TO 20232024 RESULTS OF OPERATIONS

Medical costs increased primarily due to the IRA-driven impacts on Medicare Part D plans, elevated medical cost trend and growth in people served through Medicare Advantage and domesticthose commercialwith offeringshigher andacuity member mix.needs. The MCR increased as a result of the revenue effects of the Medicare funding reductions, Medicaidelevated timingmedical mismatchcost betweentrend, people’sthe healthmember statusprofile of newly added patients under value-based care arrangements, the acceleration of anticipated future losses in 2026 related to certain Optum Health value-based care contracts, decreased favorable development, the impacts of the IRA on Medicare Part D and rates,the upshiftimpacts inof hospitalmarket codingmorbidity intensity,changes specialtyon pharmaceuticalour prescribingindividual patterns,exchange memberofferings, mixpartially andoffset dueby tothe incremental medical costs for accommodations made to care providers in 2024 as a result of the Change Healthcare cyberattack.

The operating cost ratio decreased primarilyincreased due to operating cost management and gains related to business portfolio refinement,refinement includingin strategic2024; transactions,investments to support future growth and the impacts of restructuring and other actions; partially offset by the impactrevenue impacts of ourgovernment directprograms, responseincluding effortsthe IRA-driven impacts on Medicare Part D plans; operating cost management; net portfolio divestitures in 2025 and decreased impacts related to the Change Healthcare cyberattack and investments to support future growth.cyberattack.

Total revenues increased primarily due to growth at Optum RxRx, andpartially offset by Optum Health. Earnings from operations increaseddecreased withdue growth atto Optum Health and Optum Rx,Insight, partially offset by decreased earnings from operations at Optum Insight.Rx. The results by segment were as follows:

Revenues and earnings from operations at Optum Rx increased due to higher script volumes from both new clients and growth in existing clients and growth in pharmacy services. Earnings from operations also increased due to operatingthe costimpacts efficienciesof net portfolio divestitures, including a gain recognized on the deconsolidation of a business, and supplythe chainfactors initiatives.impacting revenue, partially offset by restructuring and other actions and decreased investment income. Optum Rx fulfilled 1,6231,659 million and 1,5421,623 million adjusted scripts in 20242025 and 2023,2024, respectively.

Our U.S. regulated subsidiaries received capital infusions, net of dividends, of $535 million and paid their parent companies dividendsdividends, net of capital infusions, of $9.2 billion and $8.0 billion in 20242025 and 2023,2024, respectively. See Note 10 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for further detail concerning our regulated subsidiary dividends.

Decreased cash flows provided by operating activities were primarily driven by CMSdecreased Medicarecash fundingflows reductions,from Changenet Healthcareearnings, cyberattackpartially responseoffset actions, increased medical costs andby changes in working capital accounts.accounts, the impact of the sale of receivables and the impacts of the Change Healthcare cyberattack in 2024. Other significant changes in sources or uses of cash year-over-year included increasedthe net issuancesimpacts of short-term borrowings and long-term debt, net sales and maturities of investments and cash received from dispositions, offset by loans to care providers in response to the Change Healthcare cyberattack, increaseddecreased cash paid for acquisitions and other transactions, decreased customercommon fundsshare administeredrepurchases and increased sharecustomer repurchases.funds administered, offset by decreased net issuances of short-term borrowings and long-term debt, decreased cash received from dispositions, increased net originations and purchases of loans and decreased proceeds from common stock issuances.

As of December 31, 2024,2025, our cash, cash equivalent, available-for-sale debt securities and marketable equity securities balances of $77.1$74.7 billion included $25.3$24.4 billion of cash and cash equivalents (of which approximately $800$1.1 millionbillion was available for general corporate use), $46.9$48.2 billion of debt securities and $4.9$2.1 billion of marketable equity securities. Additionally, we had $9.7 billion of loan receivables as of December 31, 2025. Given the significant portion of our portfolio held in 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. Other sources of liquidity, primarily from operating cash flows and our commercial paper program, which is fully supported by our bank credit facilities, reduce the need to sell investments during adverse market conditions. See Note 4 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for further detail concerning our fair value measurements.

•Purchase and other obligations. These include $11.5$8.1 billion, $2.4$2.5 billion of which is expected to be paid within the next twelve months, of fixed or minimum commitments under existing purchase obligations for goods and services, including agreements cancelable with the payment of an early termination penalty, and remaining capital commitments for venture capital funds, strategic transactionsfunds and other funding commitments. These amounts exclude agreements cancelable without penalty and liabilities to the extent recorded in our Consolidated Balance Sheets as of December 31, 2024.2025.

Share Repurchase Program. In June 2024, our Board of Directors amended our share repurchase program to authorize the repurchase of up to 35 million shares of Common Stock, in addition to all remaining shares authorized to be repurchased under the Board’s 2018 renewal of the program. As of December 31, 2024,2025, we had Board of Directors’ authorization to purchase up to 3321 million shares of our common stock. The Board of Directors from time to time may further amend the share repurchase program in order to increase the authorized number of shares which may be repurchased under the program. For more information on our share repurchase program, see Note 10 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.”

Dividends. In June 2024,2025, our Board of Directors increased the Company’sour quarterly cash dividend to shareholders to an annual rate of $8.40$8.84 compared to $7.52$8.40 per share. For more information on our dividend, see Note 10 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.”

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. InFor the firstthree quarterand ofsix months ended June 30, 2026, these actions resulted in a net loss of $39 million and a net gain of $230$191 millionmillion, reflectingrespectively. gainsFor the three and six months ended June 30, 2026, net portfolio divestitures included incremental losses on businesses held for sale, while the year-to-date results also included a net gain 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.2025. By segment, thissecond includedquarter impacts consisted of net losses of $35 million and $4 million at Optum Health and Optum Insight, respectively. Year-to-date impacts consisted of gains of $528$524 million and $8 million at Optum Insight and Optum Rx, respectively, partially offset by a net loss of $306$341 million at Optum Health. Gains and losses on portfolio actions were recorded within operating costs on the Condensed Consolidated Statements of Operations.

InFor the firstthree quarterand ofsix months ended June 30, 2026, restructuring and other itemsactions included the net decrease in loss contract reserves of $50 million and $187 million, respectively, and net valuation gains on equity securities of $1 million and $60 million, respectively, while the year-to-date results also included a $400 million contribution to the United Health Foundation funded by the cash gain on the disposition of an Optum Insight business. ThisBy segment, the second quarter impact was partially offset by a $137$51 million reductionat ofOptum lossHealth. contractYear-to-date reservesimpacts 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 ofwere $339 million at Optum Insight, partially offset by $135$186 million at Optum Health. TheseDuring the three months ended June 30, 2026, these items increased investment and other income by $1 million and decreased medical costs by $50 million. For the six months ended June 30, 2026, these items increased operating costs by $415 million, partially offset by ana $75 million increase to investment and other income ofand $74$187 million anddecrease decreasedin medical costscosts, ofas $137 millionreflected on the Condensed Consolidated Statements of Operations.

The commercial risk market remains highly competitive in the small group, large group and individual segments. We expect broad-based competition to continue as the industry adapts to individual and employer needs. Continued increased medical costs may impact both future pricing and benefit design, including for our individual exchange products, and may result in shifts between product categories for our employer benefits. These changes, along with certain regulatory impacts, have resulted in a reduction in people served in the first quarter and may continue in future periods. Additionally, we have voluntarily pledged to rebate 2026 profits on our individual exchange products to customers as policymakers continue to work to determine how to improve affordability in this marketplace.

Medicare Advantage funding continues to be pressured, as discussed below in “Regulatory Trends and Uncertainties,” and we have observed a continued increase in care patterns and health care unit costs as discussed below in “Medical Cost Trends,” which we have contemplated in our 2026 benefit design approach. Continued funding pressures have resulted in benefit and pricing actions, causing contraction in our Medicare Advantage membership in the first quarter,membership, which we expect to continue throughout 2026.

Optum Health’s fully accountable value-based care businesses have been impacted by Medicare funding reductions and have also seen continued medical cost trend pressures, which may impact future pricing in the markets we continue to participate in. As a result of increased pricing in response to anticipated care patterns in 2026, the exit from certain markets and decreased people served through UnitedHealthcare Medicare Advantage offerings, the number of people served under value-based care arrangements has contracted in the first quarter and is expected to continue throughout 2026.

Due to elevated care activity in Medicaid, specifically related to behavioral, pharmacy and home health, there continues to be a timing mismatch between the health status of people served and state rate updates. The funding and payment rate environment remains insufficient to meet the health needs of patients and creates the risk of continued downward pressure on Medicaid margin percentages. We continue to take a prudent, market-sustainable posture for both new business and maintenance of existing relationships. We continue to advocate for actuarially sound rates commensurate with our medical cost trends and we remain dedicated to partnering with those states that are committed to the long-term viability of their programs. People served by Medicaid offerings has declined in the first quarterhalf of 2026 due to reduced Medicaid eligibility with further contraction expected during the remainder of 2026 due to reduced Medicaid eligibility and the exit from one state.state and reduced Medicaid eligibility.

Medical Cost Trends. Our medical cost trends primarily relate to changes in unit costs, care activity and prescription drug costs. As expected and contemplated in our benefits design and pricing, we have continued to observe increased care patterns; health care unit costs; and the intensity of services delivered, which are driven by increases in provider pricing and additional services bundled per visit. Commercial medical cost trend is elevated, in part due to the independent resolution process under the No Surprises Act and more aggressive billing practice among providers. These trends may continue in future periods. We endeavor to mitigate medical cost increases by engaging hospitals, physicians and consumers with information and helping them make clinically sound choices, with the objective of helping them achieve high-quality, affordable care. Additionally, we have elevated our audit, clinical policy and payment integrity tools to protect customers and patients from unnecessary costs.

The following summarizes select firstsecond quarter 2026 year-over-year operating comparisons to firstsecond quarter 2025 and other financial results.

•Consolidated revenues grewwere 2%,consistent, with UnitedHealthcare revenues grew 2%flat and Optum revenues werelower consistent.by 2%.

•UnitedHealthcare served 1.11.6 million fewer people due to benefit design and pricing actions and reduced Medicaid eligibility.eligibility and the exit from one state.

•Cash flows from operations for the threesix months ended MarchJune 31,30, 2026 were $8.9$20.0 billion.

The increases in revenues were primarily driven by pricing trends at UnitedHealthcare and growth at Optum Rx,UnitedHealthcare, partially offset by decreased people served through Medicare Advantage, commercial risk-based offerings and Medicaid and a decrease in patients served under value-based arrangements at Optum Health.

The operating cost ratio increased primarily due to investments in people, process and technology to drive improved consumer and care provider experiences and greater operating efficiencies;efficiencies, and business mix; partially offset by operating cost management and the revenue impacts of government programs. For the six months ended June 30, 2026, the operating cost ratio also increased due the impacts of restructuring and other actions;actions, partially offset by the revenue impacts of government programs, operating cost management and net portfolio divestitures in 2026.

For the three months ended June 30, 2026, UnitedHealthcare’s revenues decreased due to the contraction in people served through Medicare Advantage, risk-based commercial offerings and earningsMedicaid fromofferings; operationsand our pledge to rebate profits on our individual exchange products to customers; partially offset by pricing trends and actions, including increased Medicaid rates, and growth in people served through fee-based commercial offerings. For the six months ended June 30, 2026, revenues increased due to pricing trends and actions, including increased Medicaid rates, and growth in people served through fee-based commercial offerings;offerings, partially offset by athe contraction in people served through Medicare Advantage, risk-based commercial offerings and Medicaid offerings; and our pledge to rebate profits on our individual exchange products to customers. Earnings from operations also increased due to affordabilitythe initiativesrevenue anddrivers increaseddiscussed above, as well as favorable prior period reserve development, and affordability and medical cost management initiatives, partially offset by investments to support future growth.

Total revenues decreased due to Optum Health, partially offset by growth in Optum Insight. For the six months ended June 30, 2026, the decrease in total revenues was partially offset by growth at Optum Rx. Earnings from operations decreasedincreased acrossdue theto earnings growth at Optum segments.Health. The results by segment were as follows:

Revenues at Optum Health decreased primarily due to fewer patients served under value-based arrangements,arrangements and the impact of dispositions, partially offset by the impact of business combinations. Earnings from operations decreasedincreased due to cost management, increased favorable reserve development and the net decrease in loss contract reserves, partially offset by continued elevated medical cost trends, the impacts of net portfolio divestitures and investments to support future growth, partially offset by cost management, favorable reserve development and the reduction of loss contract reserves established in the fourth quarter of 2025.growth. Optum Health served approximately 93 million people and 95 million people as of MarchJune 31,30, 2026 and MarchJune 31,30, 2025, respectively.

Revenues at Optum Insight increased due to elevated investment and other income and growth in business and technology services,services. partiallyEarnings offsetfrom byoperations lowerfor volumesthe withinthree months ended June 30, 2026, increased due to growth in business services. EarningsFor the six months ended June 30, 2026, earnings from operations decreased due to investments in people, technology and new products; and the impacts of restructuring and other actions and lower volumes within business services;actions, partially offset by net portfolio divestitures in 2026, elevated investment and other income and growth in business and technology services.

Revenues at Optum Rx for the three months ended June 30, 2026, decreased due to the reduced script volume as a result of the contraction in people served at UnitedHealthcare, partially offset by growth in retail and specialty pharmacy. For the six months ended June 30, 2026, revenues increased due to growth in retail and specialty pharmacypharmacy, partially offset by decreasedreduced script volume dueas toa result of the contraction in people served at UnitedHealthcare. Earnings from operations decreased due to lower script volumes and investments in people,volumes, partially offset by growth in specialty pharmacy. Optum Rx fulfilled 383387 million and 408414 million adjusted scripts in the firstsecond quarters of 2026 and 2025, respectively.

Increased cash flows provided by operating activities were driven by increased earnings, timing of government payments, other favorable working capital dynamics and legislative changes from the Inflation Reduction Act impacting pharmacy rebates and other changes in working capital accounts.rebates. Other significant changes in sources or uses of cash year-over-year included decreased share repurchases, increased cash received from dispositions and decreased cash paid for acquisitions, offset by decreased issuances and increased repayments of short-term borrowings and long-term debt, increased net purchases of investments,investments and decreased repayments of care provider loans and decreased customer funds administered.loans.

As of MarchJune 31,30, 2026, our cash, cash equivalent, available-for-sale debt securities and marketable equity securities balances of $80.0$81.0 billion included approximately $28.0$28.6 billion of cash and cash equivalents (of which $1.1 billion was available for general corporate use), $50.1$50.3 billion of debt securities and $1.9$2.1 billion of investments in marketable equity securities. Additionally, we had $10.3$10.8 billion of loan receivables as of MarchJune 31,30, 2026. Given the significant portion of our portfolio held in cash and cash equivalents, we do not anticipate fluctuations in the aggregate fair value of our financial assets to have a material impact on our liquidity or capital position.

Our available-for-sale debt securities portfolio had a weighted-average duration of 4.1 years and a weighted-average credit rating of “Double A” as of MarchJune 31,30, 2026. 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.

Cash Requirements. A summary of our cash requirements as of December 31, 2025 was disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 10-K. During the threesix months ended MarchJune 31,30, 2026, there were no material changes to this previously disclosed information outside the ordinary course of business. We believe our capital resources are sufficient to meet future, short-term and long-term, liquidity needs. We continually evaluate opportunities to expand our operations, including through internal development of new products, programs and technology applications and business combinations.

Short-Term Borrowings. Our revolving bank credit facilities provide liquidity support for our commercial paper borrowing program, which facilitates the private placement of unsecured debt through independent broker-dealers, and are available for general corporate purposes. For more information on our commercial paper and bank credit facilities, see Note 5 of the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report and Note 8 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in our 2025 10-K. As of MarchJune 31,30, 2026, we were in compliance with the various covenants under our bank credit facilities.

Credit Ratings. Our credit ratings as of MarchJune 31,30, 2026 were as follows:

Share Repurchase Program. During the threesix months ended MarchJune 31,30, 2026, awe counterpartyrepurchased purchasedapproximately and held 1.710.5 million shares at an average price of $285.68$344.08 per share, including 6.4 million shares purchased and held by a counterparty at an average price of $312.73 per share pursuant to forward share repurchase contracts.contracts that were settled on July 1, 2026. See Note 6 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report for more information on the Company’s forward share repurchase contracts. As of March 31, 2026, we had Board of Directors’ authorization to purchase up to 19.3 million shares of our common stock. The Board of Directors from time to time may further amend the share repurchase program in order to increase the authorized number of shares which may be repurchased under the program.

Dividends. OurIn June 2026, our Board of Directors increased our quarterly cash dividend to shareholders reflects an annual rate of $8.84.$9.28 compared to $8.84 per share, which we had paid since June 2025. 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.

The statements, estimates, projections, guidance or outlook contained in this document include “forward-looking” statements which are intended to take advantage of the “safe harbor” provisions of the federal securities laws. The words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “forecast,” “outlook,” “plan,” “project,” “should” and similar expressions identify forward-looking statements. These statements may contain information about financial prospects, economic conditions and trends and involve risks and uncertainties. Actual results could differ materially from those that management expects, depending on the outcome of certain factors including: our ability to effectively estimate, price for and manage medical costs; new or changes in existing health care laws or regulations, or their enforcement or application; cyberattacks, other privacy/data security incidents, or our failure to comply with related regulations; reductions in revenue or delays to cash flows received under government programs; changes in Medicare, the CMS star ratings program or the application of risk adjustment data validation audits; our ability to successfully execute initiatives designed to simplify and improve the consumer healthcare experience; our ability to effectively execute our value-based care strategies; the DOJ’s legal actions concerning our participation in the Medicare program; our ability to maintain and achieve improvement in quality scores impacting revenue; failure to maintain effective and efficient information systems or if our technology products do not operate as intended; risks and uncertainties associated with our businesses providing pharmacy care services; competitive pressures, including our ability to maintain or increase our market share; changes in or challenges to our public sector contract awards; failure to achieve targeted operating cost productivity improvements; failure to develop and maintain satisfactory relationships with health care payers, physicians, hospitals and other service providers; the impact of potential changes in tax laws and regulations; increases in costs and other liabilities associated with litigation, government investigations, audits or reviews; risks and uncertainties associated with our increasing use of artificial intelligence and other emerging technologies; failure to complete, manage or integrate strategic transactions; riskrisks and uncertainties associated with the sale of our remaining operations in South America; risks associated with public health crises arising from large-scale medical emergencies, pandemics, natural disasters and other extreme events; failure to attract, develop, retain, and manage the succession of key employees and executives; our investment portfolio performance; impairment of our goodwill and intangible assets; failure to protect proprietary rights to our databases, software and related products; downgrades in our credit ratings; and our ability to obtain sufficient funds from our regulated subsidiaries or from external financings to fund our obligations, reinvest in our business, maintain our debt to total capital ratio at targeted levels, maintain our quarterly dividend payment cycle, or continue repurchasing shares of our common stock.