Financial Analysis

Business Combinations During the year ended December 31, 2025, the Company completed several business combinations for total consideration of $4.8 billion. Acquired assets (liabilities) at acquisition date were as follows: (in millions) Cash and cash equivalents $ 305 Accounts receivable and other current assets 811 Property, equipment and other long-term assets 247 Other intangible assets 525 Total identifiable assets acquired 1,888 Medical costs payable (32) Accounts payable and other current liabilities (536) Other long-term liabilities (355) Total identifiable liabilities acquired (923) Total net identifiable assets 965 Goodwill 4,295 Nonredeemable noncontrolling interests (425) Net assets acquired $ 4,835 The majority of goodwill is not deductible for income tax purposes. The preliminary purchase price allocations for the various business combinations are subject to adjustment as valuation analyses, primarily related to intangible assets and contingent liabilities, are finalized. The results of operations and financial condition of acquired entities have been included in the Companys consolidated results and the results of the corresponding operating segment as of the date of acquisition. For the year ended December 31, 2025, the acquired entities impact on revenues and net earnings was not material. Unaudited pro forma revenues and net earnings for the years ended December 31, 2025 and 2024, as if the business combinations had occurred on January 1, 2024, were immateria …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

Commitments and Contingencies Leases Operating lease costs, including immaterial variable and short-term lease costs, were $1.6 billion, $1.4 billion and $1.4 billion for the years ended December 31, 2025, 2024 and 2023, respectively. Cash payments made on the Companys operating lease liabilities were $1.1 billion for the years ended December 31, 2025, 2024 and 2023, respectively, which were classified within operating activities in the Consolidated Statements of Cash Flows. As of December 31, 2025, the Companys weighted-average remaining lease term and weighted-average discount rate for its operating leases were 9.2 years and 5.0%, respectively. As of December 31, 2025, future minimum annual lease payments under all non-cancelable operating leases were as follows: (in millions) Future Minimum Lease Payments 2026 $ 1,052 2027 916 2028 740 2029 637 2030 552 Thereafter 2,665 Total future minimum lease payments 6,562 Less: imputed interest (1,391) Less: future minimum lease payments included within businesses held for sale (556) Total $ 4,615 Other Commitments The Company provides guarantees related to its service level under certain contracts. If minimum standards are not met, the Company may be financially at risk up to a stated percentage of the contracted fee or a stated dollar amount. None of the amounts accrued, paid or charged to income for service level guarantees were material as of December 31, 2025, 2024 or 2023. The Company has entered into certain transactions that …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Short-Term Borrowings and Long-Term Debt Short-term borrowings and senior unsecured long-term debt consisted of commercial paper and notes as follows: Carrying Value as of December 31, Carrying Value as of December 31, (in millions, except percentages) 2025 2024 (continued) 2025 2024 Commercial paper $ 2,249 $ 1,300 $850 5.8%, Mar 2036 839 838 $2,000 3.75%, Jul 2025 1,999 $500 6.5%, Jun 2037 492 492 $750 5.15% Oct 2025 749 $650 6.625%, Nov 2037 641 641 $300 3.7%, Dec 2025 300 $1,100 6.875%, Feb 2038 1,080 1,079 $500 1.25%, Jan 2026 500 499 $1,250 3.5%, Aug 2039 1,243 1,243 $1,000 3.1%, Mar 2026 1,000 999 $1,000 2.75%, May 2040 972 970 $1,000 1.15%, May 2026 989 953 $300 5.7%, Oct 2040 297 296 $650 4.75%, Jul 2026 649 648 $350 5.95%, Feb 2041 346 346 $500 floating rate, Jul 2026 500 499 $1,500 3.05%, May 2041 1,485 1,485 $750 3.45%, Jan 2027 749 749 $600 4.625%, Nov 2041 591 590 $500 4.6%, Apr 2027 498 496 $502 4.375%, Mar 2042 487 487 $625 3.375%, Apr 2027 624 623 $625 3.95%, Oct 2042 611 610 $600 3.7%, May 2027 599 598 $750 4.25%, Mar 2043 737 737 $950 2.95%, Oct 2027 947 946 $1,500 5.5%, Jul 2044 1,476 1,475 $1,000 5.25%, Feb 2028 1,010 998 $2,000 4.75%, Jul 2045 1,977 1,976 $1,150 3.85%, Jun 2028 1,148 1,147 $750 4.2%, Jan 2047 740 739 $500 4.40% Jun 2028 498 $725 4.25%, Apr 2047 718 718 $850 3.875%, Dec 2028 847 847 $950 3.75%, Oct 2047 936 935 $1,250 4.25%, Jan 2029 1,250 1,221 $1,350 4.25%, Jun 2048 1,332 1,332 $400 4.7%, Apr 2029 406 398 $1,100 4.45%, Dec 2048 1,088 1, …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Share-Based Compensation The Companys outstanding share-based awards consist mainly of non-qualified stock options and restricted shares. As of December 31, 2025, the Company had 39 million shares available for future grants of share-based awards under the 2020 Stock Incentive Plan. As of December 31, 2025, there were 15 million shares of common stock available for issuance under the ESPP. Stock Options Stock option activity for the year ended December 31, 2025 is summarized in the table below: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life Aggregate Intrinsic Value (in millions) (in years) (in millions) Outstanding at beginning of period 17 $ 370 Granted 5 389 Exercised (3) 215 Forfeited (1) 491 Outstanding at end of period 18 391 5.6 $ 546 Exercisable at end of period 11 336 4.0 505 Vested and expected to vest, end of period 18 390 5.5 542 Restricted Shares Restricted share activity for the year ended December 31, 2025 is summarized in the table below: (shares in millions) Shares Weighted-Average Grant Date Fair Value per Share Nonvested at beginning of period 4 $ 489 Granted 3 421 Vested (2) 503 Nonvested at end of period 5 441 Other Share-Based Compensation Data (in millions, except per share amounts) For the Years Ended December 31, 2025 2024 2023 Stock Options Weighted-average grant date fair value of shares granted, per share $ 110 $ 138 $ 134 Total intrinsic value of stock options exercised 616 1,886 1,325 Restricted Shares Weight …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Fair Value Certain assets and liabilities are measured at fair value in the Consolidated Financial Statements or have fair values disclosed in the Notes to the Consolidated Financial Statements. These assets and liabilities are classified into one of three levels of a hierarchy defined by GAAP. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement is categorized in its entirety based on the lowest level input which is significant to the fair value measurement in its entirety. The Companys assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. The fair value hierarchy is summarized as follows: Level 1 Quoted prices (unadjusted) for identical assets/liabilities in active markets. Level 2 Other observable inputs, either directly or indirectly, including: Quoted prices for similar assets/liabilities in active markets; Quoted prices for identical or similar assets/liabilities in inactive markets (e.g., few transactions, limited information, noncurrent prices, high variability over time); Inputs other than quoted prices observable for the asset/liability (e.g., interest rates, yield curves, implied volatilities, credit spreads); and Inputs corroborated by other observable market data. Level 3 Unobservable inputs cannot be corroborated by observable market data. …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Goodwill and Other Intangible Assets Changes in the carrying amount of goodwill, by reportable segment, were as follows: (in millions) UnitedHealthcare Optum Health Optum Insight Optum Rx Consolidated Balance at January 1, 2024 $ 27,878 $ 37,079 $ 19,307 $ 19,468 $ 103,732 Acquisitions 2,071 2,305 4,376 Dispositions, foreign currency effects and other adjustments, net (717) (324) (327) (6) (1,374) Balance at December 31, 2024 27,161 38,826 18,980 21,767 106,734 Acquisitions 4,011 284 4,295 Dispositions, foreign currency effects and other adjustments, net 35 (72) (247) (246) (530) Balance at December 31, 2025 $ 27,196 $ 42,765 $ 18,733 $ 21,805 $ 110,499 The gross carrying value, accumulated amortization and net carrying value of other intangible assets were as follows: December 31, 2025 December 31, 2024 (in millions) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Customer-related $ 14,456 $ (5,966) $ 8,490 $ 17,190 $ (6,675) $ 10,515 Trademarks and technology 2,356 (1,265) 1,091 2,917 (1,284) 1,633 Trade names, trademarks, operating licenses and certificates and other indefinite-lived 10,734 10,734 10,454 10,454 Other 400 (241) 159 1,057 (391) 666 Total $ 27,946 $ (7,472) $ 20,474 $ 31,618 $ (8,350) $ 23,268 The fair values and weighted-average useful lives assigned to intangible assets as a result of transactions completed during years ended: 2025 2024 (in millions, except years) Fair Value W …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

Income Taxes The current income tax provision reflects the tax consequences of revenues and expenses currently taxable or deductible on various income tax returns for the year reported. The deferred income tax provision or benefit generally reflects the net change in deferred income tax assets and liabilities during the year, excluding any deferred income tax assets and liabilities of acquired businesses. The components of income before income taxes, based upon tax jurisdiction, for the years ended December 31 are as follows: (in millions) 2025 2024 2023 Income before income taxes: Domestic $ 14,893 $ 28,264 $ 29,210 Foreign (196) (8,193) (98) Total income before income taxes $ 14,697 $ 20,071 $ 29,112 The components of the provision for income taxes for the years ended December 31 are as follows: (in millions) 2025 2024 2023 Current Provision: Federal $ 1,381 $ 3,453 $ 4,418 State and local 598 416 716 Foreign 1,663 1,256 1,079 Total current provision 3,642 5,125 6,213 Deferred Benefit: Federal (1,149) (621) 34 State and local (227) 18 2 Foreign (376) 307 (281) Total deferred benefit (1,752) (296) (245) Total provision for income taxes $ 1,890 $ 4,829 $ 5,968 The reconciliation of the tax provision at the U.S. federal statutory rate to the provision for income taxes and the effective tax rate for the year ended December 31, 2025 is as follows: (in millions, except percentages) 2025 Tax provision at the U.S. federal statutory rate $ 3,086 21.0 % Foreign tax effects (a) (789) …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Recently Adopted Accounting Standards In December 2023, the Financial Accounting Standards Board issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. Under ASU 2023-09, an entity is required to provide additional income tax disclosures on an annual basis, including disclosure of the disaggregation of income tax expense or benefit from continuing operations by federal, state and local, and foreign taxes; cash paid for income taxes by jurisdiction; and prescribed specific categories to be included within the effective tax rate reconciliation. The Company adopted the standard on a prospective basis and has included the required disclosures in Note 9. The Company has determined that there have been no other recently adopted or issued accounting standards that had, or will have, a material impact on its Consolidated Financial Statements. …

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Segment Financial Information Factors used to determine the Companys reportable segments include the nature of operating activities, economic characteristics, existence of separate senior management teams and the type of information used by the Companys chief operating decision maker (CODM), which is the Chief Executive Officer, to evaluate its results of operations. Reportable segments with similar economic characteristics, products and services, customers, distribution methods and operational processes which operate in a similar regulatory environment are combined. The CODM uses consolidated expense information and segment earnings from operations to assess performance and determine allocation of resources. The following is a description of the types of products and services from which each of the Companys four reportable segments derives its revenues: UnitedHealthcare includes the combined results of operations of UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement and UnitedHealthcare Community & State. The businesses share significant common assets, including a contracted network of physicians, health care professionals, hospitals and other facilities, information technology and consumer engagement infrastructure and other resources. UnitedHealthcare Employer & Individual offers an array of consumer-oriented health benefit plans and services for employers and individuals. UnitedHealthcare Medicare & Retirement provides healt …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Shareholders' Equity Regulatory Capital and Dividend Restrictions The Companys regulated insurance and HMO subsidiaries are subject to regulations and standards in their respective jurisdictions. These standards, among other things, require these subsidiaries to maintain specified levels of statutory capital, as defined by each jurisdiction, and restrict the timing and amount of dividends and other distributions which may be paid to their parent companies. In the United States, most of these state regulations and standards are generally consistent with model regulations established by the NAIC. These standards generally permit dividends to be paid from statutory unassigned surplus of the regulated subsidiary and are limited based on the regulated subsidiarys level of statutory net income and statutory capital and surplus. These dividends are referred to as ordinary dividends and generally may be paid without prior regulatory approval. If the dividend, together with other dividends paid within the preceding twelve months, exceeds a specified statutory limit or is paid from sources other than earned surplus, it is generally considered an extraordinary dividend and must receive prior regulatory approval. For the year ended December 31, 2025, the Companys domestic insurance and HMO subsidiaries received capital infusions from its parent companies, net of dividends, of $535 million. Dividends paid by the subsidiaries to their parent companies included $893 million of extraordinary …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing