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What changed in UnitedHealth Group's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of UnitedHealth Group's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+280 added−266 removedSource: 10-K (2026-03-02) vs 10-K (2025-02-27)

Top changes in UnitedHealth Group's 2025 10-K

280 paragraphs added · 266 removed · 225 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

59 edited+12 added−10 removed67 unchanged
Biggest changeOur Sustainability Report, which can be accessed on our website at www.unitedhealthgroup.com, provides further information about our people and culture. 8 Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following sets forth certain information regarding our executive officers as of February 27, 2025, including the business experience of each executive officer during the past five years: Name Age Position Andrew Witty 60 Chief Executive Officer John Rex 63 President and Chief Financial Officer Heather Cianfrocco 51 Chief Executive Officer, Optum Erin McSweeney 60 Executive Vice President and Chief People Officer Timothy Noel 53 Chief Executive Officer, UnitedHealthcare Thomas Roos 52 Senior Vice President and Chief Accounting Officer Christopher Zaetta 53 Executive Vice President and Chief Legal Officer and Corporate Secretary Our Board of Directors elects executive officers annually.
Biggest changePatrick Conway 51 Chief Executive Officer, Optum Erin McSweeney 61 Executive Vice President and Chief People Officer Timothy Noel 54 Chief Executive Officer, UnitedHealthcare Thomas Roos 53 Senior Vice President and Chief Accounting Officer Christopher Zaetta 54 Executive Vice President and Chief Legal Officer and Corporate Secretary Our Board of Directors elects executive officers annually.
ERISA sets forth standards on how our business units may do business with employers who sponsor employee health benefit plans, particularly those who maintain self-funded plans. Regulations established by the DOL subject us to additional requirements for administration of benefits, claims payment and member appeals under health care plans governed by ERISA. State Laws and Regulation Health Care Regulation.
ERISA sets forth standards on how our business units may do business with employers who sponsor employee health benefit plans, particularly those that maintain self-funded plans. Regulations established by the DOL subject us to additional requirements for administration of benefits, claims payment and member appeals under health care plans governed by ERISA. State Laws and Regulation Health Care Regulation.
Some of our business activity is subject to other health care-related regulations and requirements, including PPO, Managed Care Organization (MCO), utilization review (UR), TPA, pharmacy care services, durable medical equipment or care provider-related regulations and licensure requirements. These regulations differ from state to state and may contain network, contracting, product and rate, licensing and financial and reporting requirements.
Some of our business activity is subject to other health care-related regulations and requirements, including PPO, Managed Care Organization (MCO), utilization review (UR), behavioral health, TPA, pharmacy care services, durable medical equipment or care provider-related regulations and licensure requirements. These regulations differ from state to state and may contain network, contracting, product and rate, licensing and financial and reporting requirements.
Banking Regulation Optum Bank is subject to regulation by federal banking regulators, including the Federal Deposit Insurance Corporation (FDIC), which performs annual examinations to ensure the bank is operating in accordance with federal safety and soundness requirements, and the Consumer Financial Protection Bureau, which may perform periodic examinations to ensure the bank is in compliance with applicable consumer protection statutes, regulations and agency guidelines.
Optum Bank is also subject to regulation by federal banking regulators, including the Federal Deposit Insurance Corporation (FDIC), which performs annual examinations to ensure the bank is operating in accordance with federal safety and soundness requirements, and the Consumer Financial Protection Bureau, which may perform periodic examinations to ensure the bank is in compliance with applicable consumer protection statutes, regulations and agency guidelines.
Optum Bank is also subject to supervision and regulation by the Utah State Department of Financial Institutions, which carries out annual examinations to ensure the bank is operating in accordance with state safety and soundness requirements and performs periodic examinations of the bank’s compliance with applicable state banking statutes, regulations and agency guidelines.
Banking Regulation Optum Bank is subject to supervision and regulation by the Utah State Department of Financial Institutions, which carries out annual examinations to ensure the bank is operating in accordance with state safety and soundness requirements and performs periodic examinations of the bank’s compliance with applicable state banking statutes, regulations and agency guidelines.
UnitedHealthcare offers a full range of health benefits, designed to simplify the health care experience and make it more affordable for consumers to access high-quality care. UnitedHealthcare Employer & Individual serves consumers and employers, ranging from sole proprietorships to large, multi-site and national employers and public sector employers.
UnitedHealthcare offers a full range of health benefits, designed to simplify the health care experience and make it more affordable for consumers to access high-quality care. UnitedHealthcare Employer & Individual serves consumers and employers, ranging from individuals and sole proprietorships to large, multi-site and national employers and public sector employers.
Optum Health Optum Health provides comprehensive and patient-centered care, addressing the physical, mental, social, and financial well-being of 100 million consumers and serves more than 100 health payer partners. We engage people in the most appropriate care settings, including clinical sites, in-home and virtual.
Optum Health Optum Health provides comprehensive and patient-centered care, addressing the physical, mental, social, and financial well-being of 95 million consumers and serves more than 100 health payer partners. We engage people in the most appropriate care settings, including clinical sites, in-home and virtual.
GOVERNMENT REGULATION Our businesses are subject to comprehensive U.S. federal and state and international laws and regulations. We are regulated by agencies which generally have discretion to issue regulations and interpret and enforce laws and rules.
GOVERNMENT REGULATION Our businesses are subject to comprehensive U.S. federal and state and international laws and regulations. We are regulated by government agencies, which generally have discretion to issue regulations and interpret and enforce laws and regulations.
U.S. federal and state and international governments continue to consider and enact various legislative and regulatory proposals which could materially impact certain aspects of the health care system. New laws, regulations and rules, or changes in the interpretation of existing laws, regulations and rules, including as a result of changes in the political environment, could adversely affect our businesses.
U.S. federal and state and international governments continue to consider and enact various legislative and regulatory proposals which could materially impact certain aspects of the health care system and our operations. New laws and regulations, or changes in the interpretation of existing laws and regulations, including as a result of changes in the political environment, could adversely affect our businesses.
Combines data and analytics expertise with comprehensive technologies and health care knowledge to help life sciences companies, including those in pharmaceuticals and medical technology, adopt a more comprehensive approach to advancing therapeutic discoveries and improving clinical outcomes. 2 Table of Contents Many of Optum Insight’s software and information products and professional services are delivered over extended periods, often several years.
Combines data and analytics expertise with comprehensive technologies and health care knowledge to help life sciences companies, including those in pharmaceuticals and medical technology, adopt a more comprehensive approach to advancing therapeutic discoveries and improving clinical outcomes. Many of Optum Insight’s software and information products and professional services are delivered over extended periods, often several years.
These products cover various levels of coinsurance and deductible gaps to which seniors are exposed in the traditional Medicare program. UnitedHealthcare Medicare & Retirement served 4.3 million seniors nationwide through various Medicare Supplement products as of December 31, 2024.
These products cover various levels of coinsurance and deductible gaps to which seniors are exposed in the traditional Medicare program. UnitedHealthcare Medicare & Retirement served 4.3 million seniors nationwide through various Medicare Supplement products as of December 31, 2025.
Health care-related laws and regulations set specific standards for delivery of services, appeals, grievances and payment of claims, adequacy of health care professional networks, fraud prevention, protection of consumer health information, pricing and underwriting practices and covered benefits and services.
Health care-related laws and regulations set specific standards for delivery of services, mental health parity, appeals, grievances and payment of claims, adequacy of health care professional networks, fraud prevention, protection of consumer health information, pricing and underwriting practices and covered benefits and services.
In the conduct of our business, depending on the circumstances, we may act as either a covered entity or a business associate. 5 Table of Contents The use and disclosure of individually identifiable health data by our businesses are also regulated in some instances by other federal laws, including the Gramm-Leach-Bliley Act (GLBA) or state statutes implementing GLBA.
In the conduct of our business, depending on the circumstances, we may act as either a covered entity or a business associate. The use and disclosure of individually identifiable health data by our businesses are also regulated in some instances by other federal laws, including the Gramm-Leach-Bliley Act (GLBA) or state statutes implementing GLBA.
UnitedHealthcare Medicare & Retirement has extensive distribution capabilities and experience, including direct marketing to consumers on behalf of its key clients, a membership organization, and state and U.S. government agencies. Products are also offered through agents, employer groups and digital channels. Major product categories include: Medicare Advantage.
UnitedHealthcare Medicare & Retirement has extensive distribution capabilities and experience, including direct marketing to consumers on behalf of its key clients, a membership organization, and state and U.S. government agencies. Products are also offered through agents, employer groups and digital channels. 4 Table of Contents Major product categories include: Medicare Advantage.
See Part I, Item 1A, “Risk Factors” for a discussion of the risks related to compliance with state privacy and security regulations. 6 Table of Contents Corporate Practice of Medicine and Fee-Splitting Laws. Certain of our businesses function as direct medical service providers and, as such, are subject to additional laws and regulations.
See Part I, Item 1A, “Risk Factors” for a discussion of the risks related to compliance with state privacy and security regulations. Corporate Practice of Medicine and Fee-Splitting Laws. Certain of our businesses function as direct medical service providers and, as such, are subject to additional laws and regulations.
Most state insurance holding company laws and regulations require prior regulatory approval of acquisitions and material affiliated transfers of assets, as well as transactions between the regulated companies and their parent holding companies or affiliates. These laws may restrict the ability of our regulated subsidiaries to pay dividends to our holding companies.
Most state insurance 6 Table of Contents holding company laws and regulations require prior regulatory approval of acquisitions and material affiliated transfers of assets, as well as transactions between the regulated companies and their parent holding companies or affiliates. These laws and regulations may restrict the ability of our regulated subsidiaries to pay dividends to our holding companies.
Departments of Health and Human Services (HHS), Veterans Affairs, Defense, and other federal, state and local health care agencies. Optum Insight Optum Insight connects the health care system with services, analytics and platforms that make clinical, administrative and financial processes simpler and more efficient for all participants in the health care system.
Departments of Health and Human Services (HHS), Veterans Affairs, Defense, and other federal, state and local health care agencies. 2 Table of Contents Optum Insight Optum Insight connects the health care system with services, analytics and platforms that make clinical, administrative and financial processes simpler and more efficient for all participants in the health care system.
Prior to joining UnitedHealth Group, Erin was Executive Vice President and Chief Human Resources Officer for EMC Corporation, an international technology company. Tim Noel has served as Chief Executive Officer of UnitedHealthcare since January 2025.
Prior to joining UnitedHealth Group, Erin was Executive Vice President and Chief Human Resources Officer for EMC Corporation, an international technology company. 9 Table of Contents Tim Noel has served as Chief Executive Officer of UnitedHealthcare since January 2025.
Our mission and cultural values of integrity, compassion, inclusion, relationships, innovation, performance and quality align with our long-term business strategy to increase access to care, make care more affordable, enhance the care experience, improve health outcomes and advance health equity.
Our mission and cultural values of integrity, compassion, inclusion, relationships, innovation and performance align with our long-term business strategy to increase access to care, make care more affordable, enhance the care experience and improve health outcomes.
Premium amounts received from CMS vary based on the geographic areas in which individuals reside; demographic factors such as age, gender and institutionalized status; and the health status of the individual. UnitedHealthcare Medicare & Retirement served 7.8 million people through its Medicare Advantage products as of December 31, 2024.
Premium amounts received from CMS vary based on the geographic areas in which individuals reside; demographic factors such as age, gender and institutionalized status; and the health status of the individual. UnitedHealthcare Medicare & Retirement served 8.4 million people through its Medicare Advantage products as of December 31, 2025.
These regulations could limit or preclude (i) certain plan designs, (ii) limited networks, (iii) use of particular care providers or distribution channels, (iv) copayment differentials among providers and (v) formulary tiering practices.
These regulations 7 Table of Contents could limit or preclude (i) certain plan designs, (ii) limited networks, (iii) use of particular care providers or distribution channels, (iv) copayment differentials among providers and (v) formulary tiering practices.
Optum Rx manages a broad range of prescription drug spend, including widely available retail drugs as well as limited and ultra-limited distribution drugs in oncology, HIV, pain management and ophthalmology. Optum Rx serves the growing pharmacy needs of people with behavioral health and substance use disorders.
Optum Rx manages a broad range of prescription drug spend, including widely available retail drugs as well as limited and ultra-limited distribution drugs in oncology, human immunodeficiency virus, pain management and ophthalmology. Optum Rx serves the growing pharmacy needs of people with behavioral health and substance use disorders.
Optum Financial, including Optum Bank, serves consumers through more than 27 million consumer accounts with $24 billion in assets under management as of December 31, 2024. Organizations across the health system rely on Optum Financial to manage and improve payment flows through its highly automated, scalable, end-to-end digital payment and financing systems and integrated card solutions.
Optum Financial, including Optum Bank, serves consumers through nearly 26 million consumer accounts with more than $27 billion in assets under management as of December 31, 2025. Organizations across the health system rely on Optum Financial to manage and improve payment flows through its highly automated, scalable, end-to-end digital payment and financing systems and integrated card solutions.
Optum Rx Optum Rx provides a full spectrum of pharmacy care services through its network of more than 65,000 retail pharmacies, through home delivery, specialty and community health pharmacies, the provision of in-home and community-based infusion services and through rare disease and gene therapy support services. It also offers direct-to-consumer solutions.
Optum Rx Optum Rx provides a full spectrum of pharmacy care services through its network of approximately 64,000 retail pharmacies, through home delivery, specialty and community health pharmacies, the provision of in-home and community-based infusion services and through rare disease and gene therapy support services. It also offers direct-to-consumer solutions.
CMS regulates our UnitedHealthcare businesses and certain aspects of our Optum businesses. Payments by CMS to our businesses are subject to regulations, including those governing fee-for-service and the submission of information relating to the health status of enrollees for purposes of determining the amounts of certain payments to us.
Payments by CMS to our businesses are subject to regulations, including those governing fee-for-service and the submission of information relating to the health status of enrollees for purposes of determining the amounts of certain payments to us.
For financial services offerings, Optum Financial charges fees and earns investment income on managed funds.
For financial services offerings, Optum Financial charges fees and earns investment and interest income on managed funds and loans.
These non-resident states generally expect our pharmacies to follow the laws of the state in which the pharmacies are located, but some non-resident states also require us to comply with their laws where pharmaceuticals are delivered.
These non-resident states generally expect our pharmacies to follow the laws of the state in which the pharmacies are located, but some non-resident states also require us to comply with their laws if pharmaceuticals are delivered within those states.
For example, through our HouseCalls program, nurse practitioners performed 2.9 million clinical preventive home care visits in 2024 to address unmet care opportunities and close gaps in care. Medicare Part D. Provides Medicare Part D benefits to beneficiaries through its Medicare Advantage and stand-alone Medicare Part D plans.
For example, through our HouseCalls program, nurse practitioners performed 3.1 million clinical preventive home care visits in 2025 to address unmet care opportunities and close gaps in care. Medicare Part D. Provides Medicare Part D benefits to beneficiaries through its Medicare Advantage and stand-alone Medicare Part D plans.
Optum Insight’s aggregate backlog as of December 31, 2024 was approximately $32.8 billion, of which $19.8 billion is expected to be realized within the next 12 months. The aggregate backlog includes $12.5 billion related to affiliated agreements. Optum Insight’s aggregate backlog as of December 31, 2023, was $32.1 billion, including $11.9 billion related to affiliated agreements.
Optum Insight’s aggregate backlog as of December 31, 2025 was approximately $31.1 billion, of which $18.3 billion is expected to be realized within the next 12 months. The aggregate backlog includes $12.9 billion related to affiliated agreements. Optum Insight’s aggregate backlog as of December 31, 2024, was $32.8 billion, including $12.5 billion related to affiliated agreements.
In 2024, Optum Rx managed $178 billion in pharmaceutical spending, including $74 billion in specialty pharmaceutical spending. Optum Rx serves health benefits providers, large national employer plans, unions and trusts, purchasing coalitions and public-sector entities. Optum Rx sells its services through direct sales, health insurance brokers and other health care consultants.
In 2025, Optum Rx managed $188 billion in pharmaceutical spending, including nearly $87 billion in specialty pharmaceutical spending. Optum Rx serves health benefits providers, large national employer plans, unions and trusts, purchasing coalitions and public-sector entities. Optum Rx sells its services through direct sales, health insurance brokers and other health care consultants.
As of December 31, 2024, UnitedHealthcare enrolled 10.1 million people in the Medicare Part D programs, including 3.1 million individuals in stand-alone Medicare Part D plans, with the remainder in Medicare Advantage plans incorporating Medicare Part D coverage. Medicare Supplement. Provides a full range of supplemental products at diverse price points.
As of December 31, 2025, UnitedHealthcare enrolled 10.4 million people in the Medicare Part D programs, including 2.8 million individuals in stand-alone Medicare Part D plans, with the remainder in Medicare Advantage plans incorporating Medicare Part D coverage. Medicare Supplement. Provides a full range of supplemental products at diverse price points.
Our mission and values attract individuals who are determined to make a difference – individuals whose talent, innovation, engagement and empowerment are critical in our ability to achieve our mission. We are committed to developing our people and culture by creating an inclusive environment where people of diverse talents, backgrounds, experiences and perspectives make us better.
Our mission and values attract individuals who are determined to make a difference – individuals whose talent, innovation, engagement and empowerment are critical in our ability to achieve our mission. We seek to maintain an inclusive environment where people of diverse talents, backgrounds, experiences and perspectives make us better.
We hold a portfolio of patents and have patent applications pending from time to time. We are not substantially dependent on any single patent or group of related patents. Unless otherwise noted, trademarks appearing in this report are trademarks owned by us. We disclaim any proprietary interest in the marks and names of others.
We hold a portfolio of patents and have patent applications pending from time to time. We are not substantially dependent on any single patent or group of related patents. Unless otherwise noted, trademarks appearing in this report are trademarks owned by us.
As of December 31, 2024, UnitedHealthcare Community & State participated in programs in 33 states and the District of Columbia, and served more than 7.4 million people; including 1.2 million people through Medicaid expansion programs in 20 states under the Patient Protection and Affordable Care Act (ACA).
As of December 31, 2025, UnitedHealthcare Community & State participated in programs in 32 states and the District of Columbia, and served nearly 7.4 million people; including 1.2 million people through Medicaid expansion programs in 19 states under the Patient Protection and Affordable Care Act (ACA).
See Part I, Item 1A, “Risk Factors” for a discussion of the risks related to our pharmacy care services businesses. Federal and state legislation regulating PBM activities affects both our ability to limit access to a pharmacy provider network or remove network providers. Additionally, many states limit our ability to manage and establish maximum allowable costs for generic prescription drugs.
See Part I, Item 1A, “Risk Factors” for a discussion of the risks related to our pharmacy care services businesses. Federal and state legislation regulating PBM activities affects both our ability to limit access to a pharmacy provider network or remove network providers.
Certain laws, such as the Telephone Consumer Protection Act, give the FTC, the Federal Communications Commission (FCC) and state attorneys general the ability to regulate, and bring enforcement actions relating to, telemarketing practices and certain automated outbound contacts such as phone calls, texts or emails. Under certain circumstances, these laws may provide consumers with a private right of action.
Certain laws, such as the Telephone Consumer Protection Act, give the FTC, the Federal Communications Commission (FCC) and state attorneys general the ability to regulate, and bring enforcement actions relating to, telemarketing practices and certain automated outbound contacts such as phone calls, texts or emails.
UnitedHealthcare Employer & Individual’s major product families include consumer engagement products, such as high-deductible consumer driven benefit plans and a variety of innovative consumer centric products; traditional products; clinical and pharmacy products; and specialty benefits, such as vision, dental, accident protection, critical illness, disability and hospital indemnity offerings.
UnitedHealthcare Employer & Individual provides employer-sponsored health benefits, as well as individual and family plans through portfolio of products which include consumer engagement products, such as high-deductible consumer driven benefit plans and a variety of innovative consumer centric products; traditional products; clinical and pharmacy products; and specialty benefits, such as vision, dental, accident protection, critical illness, disability and hospital indemnity offerings.
Our executive officers serve until their successors are duly elected and qualified, or until their earlier death, resignation, removal or disqualification. Andrew Witty has served as Chief Executive Officer and a member of the Board of Directors of UnitedHealth Group since February 2021.
Our executive officers serve until their successors are duly elected and qualified, or until their earlier death, resignation, removal or disqualification. Stephen Hemsley has served as Chief Executive Officer and Chair of the Board of UnitedHealth Group since May 2025.
These prohibitions may be statutory or regulatory, or may be imposed through judicial or regulatory interpretation. The laws, regulations and interpretations in certain states have been subject to limited judicial and regulatory interpretation and are subject to change.
These prohibitions may be statutory or regulatory, or may be imposed through judicial or regulatory interpretation. The laws, regulations and interpretations in certain states have been subject to limited judicial and regulatory interpretation and are subject to change. In addition, some states have begun to consider new laws to expand or change the scope of corporate practice of medicine laws.
As of December 31, 2024, UnitedHealthcare Employer & Individual provides access to medical services for 29.7 million people. Through its risk-based product offerings, UnitedHealthcare Employer & Individual assumes the risk of both medical and administrative costs for its customers in return for a monthly premium which is typically a fixed rate per individual served for a one-year period.
As of December 31, 2025, UnitedHealthcare Employer & Individual provides access to medical services for 29.7 million people. UnitedHealthcare Employer & Individual offers risk-based products under which it assumes responsibility for medical and administrative costs in exchange for a monthly premium, typically a fixed rate per individual served for a one-year period.
Improved health outcomes are achieved by utilizing our clinical expertise, data and analytics to better understand, treat and prevent consumers’ health conditions and ensure they receive the best evidence-based care. • Those who pay for care: consumers; employers; health plans; and state, federal and municipal agencies devoted to ensuring the people they sponsor receive high-quality care, administered and delivered efficiently and effectively, all while driving health equity so that every individual, family and community has access to the care they need. • Those who innovate for care: global life sciences organizations dedicated to developing more effective approaches to care, enabling technologies and medicines to improve care delivery and health outcomes. 1 Table of Contents Optum operates three business segments which combine distinctive capabilities in value-based care, population health, health care operations, data and analytics and pharmacy care services: • Optum Health delivers patient-centered care, care management, wellness and consumer engagement, and health financial services; • Optum Insight offers data, analytics, research, consulting, technology and managed services solutions; and • Optum Rx provides diversified pharmacy care services.
Improved health outcomes are achieved by utilizing our clinical expertise, data and analytics to better understand, treat and prevent consumers’ health conditions and ensure they receive the best evidence-based care. • Those who pay for care: consumers; employers; health plans; and state, federal and municipal agencies devoted to ensuring the people they sponsor receive high-quality care, administered and delivered efficiently and effectively, all while driving health equity so that every individual, family and community has access to the care they need. • Those who innovate for care: global life sciences organizations dedicated to developing more effective approaches to care, enabling technologies and medicines to improve care delivery and health outcomes.
Optum Optum is an information and technology-enabled health services business serving the broad health care marketplace, including: • Those who need care: patients who need the right care, information, resources, products and engagement to improve their health, achieve their health goals and receive an improved patient experience that is personalized, comprehensive and delivered in all care settings, including in-home and virtually. • Those who provide care: physicians, hospitals, pharmacies and others seeking to improve the health system and reduce the administrative burden, allowing for providers to focus time on patients leading to the best possible patient care and experiences while achieving better health outcomes at lower costs.
Our reportable segments will remain unchanged, with prior period segment financial information being recast to conform to the 2026 presentation, beginning with our Quarterly Report on Form 10-Q for the three months ended March 31, 2026 filed with the Securities and Exchange Commission (SEC). 1 Table of Contents Optum Optum is an information and technology-enabled health services business serving the broad health care marketplace, including: • Those who need care: patients who need the right care, information, resources, products and engagement to improve their health, achieve their health goals and receive an improved patient experience that is personalized, comprehensive and delivered in all care settings, including in-home and virtually. • Those who provide care: physicians, hospitals, pharmacies and others seeking to improve the health system and reduce the administrative burden, allowing for providers to focus time on patients leading to the best possible patient care and experiences while achieving better health outcomes at lower costs.
See Part I, Item 1A, “Risk Factors” for a discussion of the risks related to our compliance with U.S. federal and state and international laws and regulations. U.S. Federal Laws and Regulation When we contract with the federal government, we are subject to federal laws and regulations relating to the award, administration and performance of U.S. government contracts.
See Part I, Item 1A, “Risk Factors” for a discussion of the risks related to our compliance with U.S. federal and state and international laws and regulations. 5 Table of Contents U.S.
HUMAN CAPITAL RESOURCES Our nearly 400,000 employees, as of December 31, 2024, including more than 140,000 clinical professionals, are guided by our mission to help people live healthier lives and help make the health system work better for everyone.
We disclaim any proprietary interest in the marks and names of others. 8 Table of Contents HUMAN CAPITAL RESOURCES As of December 31, 2025, we had more than 390,000 employees, of whom nearly 165,000 were clinical professionals. Our employees are guided by our mission to help people live healthier lives and help make the health system work better for everyone.
Premium revenues from CMS represented 40% of UnitedHealth Group’s total consolidated revenues for the year ended December 31, 2024, most of which were generated by UnitedHealthcare Medicare & Retirement. 4 Table of Contents UnitedHealthcare Community & State UnitedHealthcare Community & State is dedicated to serving state programs caring for the economically disadvantaged, the medically underserved and those without the benefit of employer-funded health care coverage, typically in exchange for a monthly premium per member from the state program.
UnitedHealthcare Community & State UnitedHealthcare Community & State is dedicated to serving state programs caring for the economically disadvantaged, the medically underserved and those without the benefit of employer-funded health care coverage, typically in exchange for a monthly premium per member from the state program.
UnitedHealthcare Employer & Individual typically distributes its products through a variety of channels, dependent upon the specific product, including: through consultants or direct sales, in collaboration with brokers and agents, through wholesale agents or agencies who contract with health insurance carriers to distribute individual or group benefits, through professional employer organizations and associations and through both multi-carrier and its own proprietary private exchange marketplaces.
These channels include consultants or direct sales, brokers and agents, wholesale agents or agencies that contract with health insurance carriers to distribute individual or group benefits, professional employer organizations and associations, and both multi-carrier and proprietary private exchange marketplaces.
With respect to formulary services, a number of government entities, including CMS, HHS and state departments of insurance, regulate the administration of prescription drug benefits offered through federal or state exchanges. Many states also regulate the scope of prescription drug coverage, as well as the delivery channels to receive such prescriptions, for insurers, MCOs and Medicaid managed care plans.
Many states also regulate the scope of prescription drug coverage, as well as the delivery channels to receive such prescriptions, for insurers, MCOs and Medicaid managed care plans.
We make periodic and current reports and amendments available, free of charge, on our website, as soon as reasonably practicable after we file or furnish these reports to the Securities and Exchange Commission (SEC).
We make periodic and current reports and amendments available, free of charge, on our website, as soon as reasonably practicable after we file or furnish these reports to the SEC. Information on or linked to our website is neither part of nor incorporated by reference into this Annual Report on Form 10-K or any other SEC filings.
In the event of unfavorable examination results from any of these agencies, the bank could become subject to increased operational expenses and capital requirements, enhanced governmental oversight and monetary penalties. 7 Table of Contents Non-U.S. Regulation Certain of our businesses operate internationally and are subject to regulation in the jurisdictions in which they are organized or conduct business.
In the event of unfavorable examination results or an enforcement action from these state or federal agencies, the bank could become subject to civil litigation, increased operational expenses and capital requirements, enhanced governmental oversight, monetary penalties and other sanctions. Non-U.S.
Optum Rx provides various utilization management, medication management, quality assurance, adherence and counseling programs to complement each client’s plan design and clinical strategies. Optum Rx is accelerating the integration of medical, pharmacy and behavioral care and treating the whole patient by embedding our pharmacists as key members of the patient care team.
Optum Rx provides various utilization management, medication management, quality assurance, adherence and counseling programs to complement each client’s plan design and clinical strategies.
Pharmacy and Pharmacy Benefits Management (PBM) Regulations Optum Rx’s businesses include home delivery, specialty and compounding pharmacies, as well as clinic-based pharmacies which must be licensed as pharmacies in the states in which they are located. Certain of our pharmacies must also register with the U.S. Drug Enforcement Administration (DEA) and individual state controlled substance authorities to dispense controlled substances.
Certain of our pharmacies must also register with the U.S. Drug Enforcement Administration (DEA) and individual state controlled substance authorities to dispense controlled substances.
Violations of these laws could result in substantial statutory penalties and other sanctions.
Under certain circumstances, these laws may provide consumers with a private right of action to enforce those laws. Violations of these laws could result in substantial statutory penalties and other sanctions.
These customers retain the risk of financing medical benefits for their employees and employees’ dependents, while UnitedHealthcare Employer & Individual provides services such as coordination and facilitation of medical and related services to customers, consumers and health care professionals, administration of transaction processing and access to a contracted network of physicians, hospitals and other health care professionals, including dental and vision professionals.
These services include coordination of medical and related services, transaction processing and access to a contracted network of physicians, hospitals and other health care providers, including providers of dental and vision services.
UnitedHealthcare Through its health benefits offerings, UnitedHealthcare is enabling better health, creating a better health care experience for its customers and helping to control rising health care costs.
Optum Rx is accelerating the integration of medical, pharmacy and behavioral care and treating the whole patient by embedding our pharmacists as key members of the patient care team. 3 Table of Contents UnitedHealthcare Through its health benefits offerings, UnitedHealthcare is enabling better health, creating a better health care experience for its customers and helping to control rising health care costs.
Through its administrative and other management services arrangements to customers who elect to self-fund the health care costs of their employees and employees’ dependents, UnitedHealthcare Employer & Individual receives a fixed 3 Table of Contents monthly service fee per individual served.
For customers that elect to self-fund the health care costs and retain the financial risk of medical benefits for their employees and dependents, UnitedHealthcare Employer & Individual provides administrative and management services.
We have four reportable segments: • Optum Health; • Optum Insight; • Optum Rx; and • UnitedHealthcare, which includes UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement and UnitedHealthcare Community & State.
We have four reportable segments: • Optum Health; • Optum Insight; • Optum Rx; and • UnitedHealthcare, which includes UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement and UnitedHealthcare Community & State. 2026 Business Realignment On January 1, 2026, we realigned certain of our businesses to respond to changes in the markets we serve and the opportunities that are emerging as the health system evolves.
Previously, Heather served as Optum's President and held numerous leadership roles since joining UnitedHealth Group from 2008 until April 2024, including serving as Chief Executive Officer of Optum Rx, Chief Executive Officer for Optum's Health Services and Chief Executive Officer of UnitedHealthcare Community & State.
Dr. Patrick Conway has served as Chief Executive Officer of Optum since May 2025. Previously, Patrick served as Optum Rx’s Chief Executive Officer and held numerous leadership roles since joining UnitedHealth Group in February 2020, including service as Chief Executive Officer of Optum Health Care Solutions.
Previously, Andrew served as Chief Executive Officer of Optum from July 2018 to April 2021, President of UnitedHealth Group from November 2019 to February 2021 and as a UnitedHealth Group director from August 2017 to March 2018.
Steve previously served as Non-Executive Chair of the Board from November 2019 to May 2025, Executive Chair of the Board from September 2017 to November 2019, Chief Executive Officer from November 2006 to August 2017, President from May 1999 to November 2014, and Chief Operating Officer from November 1998 to November 2006.
Prior to joining UnitedHealth Group, he was Chief Executive Officer and a board member of GlaxoSmithKline, a global pharmaceutical company, from 2008 to 2017. John Rex has served as President and Chief Financial Officer of UnitedHealth Group since April 2024. Previously, John served as Chief Financial Officer of UnitedHealth Group since June 2016.
He joined the Company in 1997 and has been a member of the Board of Directors since 2000. Wayne DeVeydt has served as Chief Financial Officer of UnitedHealth Group since September 2025. Prior to joining UnitedHealth Group, Wayne was Managing Director of Bain Capital, a private investment firm, from March 2022 to August 2025.
Removed
UnitedHealthcare Employer & Individual is focused on providing informed benefit solutions that create customized plan designs and clinical programs for employers that contribute to well-being and reduce the total cost of care along with providing simpler consumer experiences in response to market dynamics.
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Optum Financial, including Optum Bank, which was historically included in Optum Health, will now be included in Optum Insight.
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These regulatory regimes vary from jurisdiction to jurisdiction.
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Optum operates three business segments which combine distinctive capabilities in value-based care, population health, health care operations, data and analytics and pharmacy care services: • Optum Health delivers patient-centered care, care management, wellness and consumer engagement, and health financial services; • Optum Insight offers data, analytics, research, consulting, technology and managed services solutions; and • Optum Rx provides diversified pharmacy care services.
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Our approach is data-driven and leader-led and uses enterprise and business scorecards to ensure our leaders are accountable for a consistent focus on hiring, developing, advancing and retaining diverse talent. We have embedded inclusion and diversity throughout our culture, including in our talent acquisition and talent management practices; leadership development; careers; learning and skills; and systems and processes.
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The business focuses on delivering customized benefit solutions and clinical programs designed to help employers and individuals manage costs while maintaining quality coverage and supporting health and well-being, with the shared goal of improving outcomes for patients and the health system. UnitedHealthcare Employer & Individual distributes its products through a variety of channels, depending on the specific product.
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We strive to maintain a skilled, sustainable and diverse talent pipeline by building strong strategic partnerships and outreach through early career programs, internships and apprenticeships. We support career coaching, mentorship and accelerated leadership development programs to ensure mobility and advancement for our diverse talent.
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Premium revenues from CMS represented 44% of UnitedHealth Group’s total consolidated revenues for the year ended December 31, 2025, most of which were generated by UnitedHealthcare Medicare & Retirement.
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To foster an engaged workforce and an inclusive culture, we invest in a broad array of skills-based learning and culture development programs.
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Federal Laws and Regulation When we contract with the federal government, we are subject to federal laws and regulations relating to the award, administration and performance of U.S. government contracts. CMS regulates our UnitedHealthcare businesses and certain aspects of our Optum businesses.
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We rely on a shared leadership framework, which clearly and objectively defines our expectations, enables an environment where everyone has the opportunity to learn and grow, and helps us identify, develop and deploy talent to help achieve our mission.
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Any such changes could adversely impact how we structure transactions and contract with and support physicians in those states. Pharmacy and Pharmacy Benefits Management (PBM) Regulations Optum Rx’s businesses include home delivery, specialty and compounding pharmacies, as well as clinic-based pharmacies which must be licensed as pharmacies in the states in which they are located.
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We prioritize pay equity by objectively and regularly evaluating and reviewing our compensation practices by performance, age, experience, gender, ethnicity and race. Receiving on-going feedback from our team members is another way to strengthen and reinforce a culture of inclusion.
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Many states limit our ability to manage and establish maximum allowable costs for generic prescription drugs and regulate various pharmacy reimbursement measures. With respect to formulary services, a number of government entities, including CMS, HHS and state departments of insurance, regulate the administration of prescription drug benefits offered through federal or state exchanges.
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Our Employee Experience Index measures an employee’s sense of commitment and belonging to our company and is a metric in the Stewardship section of our annual incentive plan.
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Regulation Certain of our businesses operate internationally and are subject to regulation in the jurisdictions in which they are organized or conduct business. These regulatory regimes vary from jurisdiction to jurisdiction.
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From March 2012 to June 2016, he served as Executive Vice President and Chief Financial Officer of Optum. Prior to joining Optum in 2012, John was a Managing Director at JP Morgan, a global financial services firm. Heather Cianfrocco has served as Chief Executive Officer of Optum since April 2024.
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We promote an inclusive culture and a sense of belonging throughout our organization and operations, including in our talent acquisition and talent management practices; leadership development; careers; learning and skills; and systems and processes. We prioritize equal pay by objectively and regularly evaluating and reviewing our compensation practices by performance, experience, and other relevant measures.
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Information on or linked to our website is neither part of nor incorporated by reference into this Annual Report on Form 10-K or any other SEC filings. 9 Table of Contents
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INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following sets forth certain information regarding our executive officers as of March 2, 2026, including the business experience of each executive officer during the past five years: Name Age Position Stephen Hemsley 73 Chair and Chief Executive Officer Wayne DeVeydt 56 Chief Financial Officer Dr.
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Wayne previously served as Chief Executive Officer, from January 2018 to January 2020, and Executive Chairman of the Board of Directors, from January 2020 to August 2025, of Surgery Partners, an operator of surgical facilities and ancillary services, and Executive Vice President and Chief Financial Officer of Elevance Health (formerly known as Anthem), a health benefits and insurance provider, from 2007 to June 2016.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe physicians who practice medicine or contract with our affiliated physician organizations could terminate their provider contracts or otherwise become unable or unwilling to continue practicing medicine or contracting with us. We face and will likely continue to face heightened competition to acquire or manage physician practices or to employ or contract with individual physicians.
Biggest changeThe success of some of our businesses depends on maintaining satisfactory relationships with employed, affiliated, and independently contracted physicians and joint venture partners. The physicians who practice medicine or contract with our affiliated physician organizations could terminate their provider contracts or otherwise become unable or unwilling to continue practicing medicine or contracting with us.
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, significant increases in the cost of managing and remediating privacy or security incidents, and could also result in significant fines, penalties and litigation awards.
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.
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, 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.
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, 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.
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.
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 interests.
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 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.
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.
If we fail to compete effectively to maintain or increase our market share, including 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.
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.
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.
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 and automation.
If HHS alleges or finds noncompliance 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.
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.
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.
We are routinely subject to 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.
In addition, if it should become necessary for us to liquidate a material portion of our investment 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.
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.
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.
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 to improve the customer experience.
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.
In many geographies or product segments, our competitors have and may continue to have 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.
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 13 Table of Contents 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.
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.
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 supplies, and could increase the risk of shortages of necessary items.
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.
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 could, in turn, adversely affect our credit ratings.
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.
For example, we previously reported 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.
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.
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.
We anticipate that fast-evolving AI technologies, including generative AI, will play an increasingly important role in our information systems and customer-facing technology products.
If our remediation efforts are not successful, we may experience operational interruptions, delays, or cessation of service and loss of existing or potential customers.
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.
These factors may include medical cost inflation, increased use of services, 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.
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.
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 networks and pharmacy network reimbursement methodologies.
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 19 Table of Contents 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 networks, and pharmacy network reimbursement methodologies.
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 an ongoing commitment of significant development and operational resources.
Our ability to protect and enhance existing systems and develop new systems to keep pace with changes in information processing technology (including AI), regulatory standards and changing customer preferences will require our ongoing commitment of significant development and operational resources.
If the data we rely upon to run our businesses is found to be inaccurate 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.
If the data we rely upon to run our businesses is found to be inaccurate, 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 (AI), 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.
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 which write the same line or similar lines of business.
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 that write the same line or similar lines of business.
We may be unable to address such vulnerabilities, inadequacies, differences, or failures soon after acquiring a business, which could undermine integration activities, delay launch of acquired products, and increase infrastructure risk.
We may be unable to address these vulnerabilities, inadequacies, differences, or failures soon after acquiring a business, which could undermine integration activities, delay launch of acquired products, and increase infrastructure risk.
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 entirety of certain claims.
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 entire amount of certain claims.
Our sales could be materially and adversely affected if we are unable to attract, retain and support independent producers and consultants or if our sales strategy is not appropriately aligned across distribution channels. Our relationships with producers could be impaired by changes in our business practices and the terms of our relationships, including commission levels.
Our sales could be materially and adversely affected if we are unable to attract, retain and support independent producers and consultants or if our sales strategy is not appropriately aligned across distribution channels. Our relationships 15 Table of Contents with producers could be impaired by changes in our business practices and the terms of our relationships, including commission levels.
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 business than we have historically managed.
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 businesses than we have historically managed.
Any of these consequences could have a material and adverse effect on our results of operations, financial position and cash flows. As an enterprise, we increasingly rely on new and evolving technologies, including those powered by or incorporating AI/ML, as part of our internal operations and in the delivery of our products and services.
Any of these consequences could have a material and adverse effect on our results of operations, financial position and cash flows. We increasingly rely on new and evolving technologies, including those powered by or incorporating AI, as part of our internal operations and in the delivery of our products and services.
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 11 Table of Contents incidents or implement adequate preventive measures.
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 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.
Any such assessment could expose our 16 Table of Contents 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.
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.
The integration of entities we acquire into our businesses may affect the way in which existing laws and rules apply to us, including by subjecting us to laws and rules which did not previously apply to us.
The integration of entities we acquire into our businesses may affect the way in which existing laws and regulations apply to us, including by subjecting us to laws and regulations which did not previously apply to us.
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.
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, 2025.
Such investigations, audits, reviews or assessments sometimes arise out of, or prompt claims 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.
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.
In addition, a delay in payment of principal or interest by issuers, or defaults by issuers (primarily issuers of our investments in corporate and municipal bonds), could reduce our investment income and require us to write down the value of our investments which could adversely affect our profitability and equity.
In addition, a delay in payment of principal or interest by 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.
We may face risks from new technologies and market entrants which could affect our existing relationship with health plan enrollees in the affected markets.
We may face risks from new technologies and market entrants that could affect our existing relationship with health plan enrollees in the affected markets.
Our systems may also be vulnerable to financial fraud schemes, misplaced or lost data, error, 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.
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.
If we fail to develop and maintain satisfactory relationships with health care providers, whether in-network or out-of-network, our failure to do so could materially and adversely affect our business, results of operations, financial position and cash flows.
If we fail to develop and maintain satisfactory relationships with health care providers, whether in-network or out-of-network, our failure to do so could materially and adversely affect our business, results of operations, 12 Table of Contents financial position and cash flows.
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.
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 18 Table of Contents 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.
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. 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.
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 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.
These laws, regulations and requirements are subject to 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.
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.
We are largely self-insured with regard to litigation risks, 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.
We are largely self-insured with regard to legal 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.
Successful acquisitions also require us to effectively integrate the acquired business into our existing operations, including our internal control environment and culture, or otherwise leveraging its operations which may present risks different from those presented by organic growth and may be difficult for us to manage.
Successful acquisitions also require us to effectively, comprehensively and expeditiously integrate the acquired business into our existing operations, including our internal control environment and culture, or otherwise leverage its operations which may present risks different from those presented by organic growth and may be difficult for us to manage.
Plans must have a rating of four stars or higher to qualify for bonus payments, and CMS has and may make changes to the star rating program that impact the ability of plans to achieve four-star or higher ratings.
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.
These regulations include state telemedicine regulations; debt collection laws; banking regulations; 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 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.
For example, our UnitedHealthcare Medicare & Retirement and UnitedHealthcare Community & State businesses submit information relating to the health status of enrollees to CMS or state agencies for 18 Table of Contents purposes of determining the amount of certain payments to us.
For example, our UnitedHealthcare Medicare & Retirement and UnitedHealthcare Community & State businesses submit information relating to the health status of enrollees to CMS or state agencies for purposes of determining the amount of certain payments to us.
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, certain laws and regulations restrict or prohibit companies from performing work for government agencies which might be viewed to involve an actual or potential conflict of interest.
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. Certain laws and regulations restrict or prohibit companies from performing work for government agencies that might be viewed to involve an actual or potential conflict of interest.
A failure of our technology products to operate as intended and in a seamless fashion with other products could materially and adversely affect our results of operations, financial position and cash flows.
A failure of our technology products to operate as intended and in a fully-integrated fashion with other products could materially and adversely affect our results of operations, financial position and cash flows.
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), 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.
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.
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.
If we do not continue to 13 Table of Contents 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.
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 rules governing our businesses and interpretations of those laws and rules are subject to frequent and often unpredictable change.
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. 17 Table of Contents The laws and regulations governing our businesses and interpretations of those laws and regulations are subject to frequent and often unpredictable change.
Adverse changes to our corporate culture could harm our business operations and our ability to retain key employees and executives. 15 Table of Contents Our investment portfolio may sustain losses which could adversely affect our profitability. Market fluctuations could impair the value of our investment portfolio and our profitability.
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.
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, MCOs, UR and TPAs.
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 Preferred Provider Organizations, MCOs, UR and TPAs.
In addition, from time to time we divest businesses, and any such divestiture could result in significant asset impairment and disposition charges, including those related to goodwill and other intangible assets.
In addition, we divest businesses from time to time, and any such divestiture could result in significant asset 16 Table of Contents impairment and disposition charges, including those related to goodwill and other intangible assets.
The costs to eliminate or address the foregoing security threats and vulnerabilities before or after a cybersecurity incident could be material. We have business continuation and resiliency plans which we maintain, update and test regularly in an effort to contain and remediate potential disruptions or cybersecurity events.
The costs to eliminate or address these threats and vulnerabilities before or after a cybersecurity incident could be material. We have business continuity and resiliency plans which we maintain, update and test regularly in an effort to contain and remediate potential disruptions from cybersecurity events.
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 security controls.
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 technology ecosystem.
If the value of our intangible assets is materially impaired, our results of operations, equity and credit ratings could be materially and adversely affected. As of December 31, 2024, our goodwill and other intangible assets had a carrying value of $130 billion, representing 44% of our total consolidated assets.
If the value of our intangible assets is materially impaired, our results of operations, equity and credit ratings could be materially and adversely affected. As of December 31, 2025, our goodwill and other intangible assets had a carrying value of $131 billion, representing 42% of our total consolidated assets.
While we have programs in place to detect, contain and respond to data security incidents and provide employee awareness training regarding phishing, malware and other cyber threats to protect against cybersecurity risks and incidents, we expect that we will continue to experience these incidents, some of which may negatively affect our business.
While we have programs in place to detect, contain and respond to data security incidents and provide employees with awareness training regarding phishing, malware and other cyber threats as a protection against cybersecurity risks and incidents, we expect that we will continue to experience incidents, some of which may negatively affect our business.
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.
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. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
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.
Our forward-looking statements can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. 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.
If these estimates prove inaccurate, our results of operations could be materially and adversely affected. 10 Table of Contents If we fail to maintain properly the integrity or availability of our data or successfully consolidate, integrate, upgrade or expand our existing information systems, or if our technology products do not operate as intended, our business could be materially and adversely affected.
If we fail to maintain properly the integrity or availability of our data or successfully consolidate, integrate, upgrade or expand our existing information systems, or if our technology products do not operate as intended, our business could be materially and adversely affected.
Further, governmental actions, such as actions by the FTC or DOJ, may affect our ability to complete strategic transactions, which could adversely affect our future growth.
Further, governmental actions, such as actions by the FTC or DOJ or comparable non-U.S. regulatory bodies, may affect our ability to complete strategic transactions, which could adversely affect our future growth.
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. Additionally, changes in tax laws or unfavorable resolutions of exams could create additional tax liabilities.
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 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.
We may not be able to maintain our current credit ratings in the future. 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 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 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.
Our businesses could suffer if our affiliated physician organizations fail to maintain relationships with or fail to adequately price their contracts with these third-party payer competitors. Further, physicians, hospitals, pharmaceutical benefit service providers, pharmaceutical manufacturers and certain health care providers are customers of our Optum businesses. Physicians also provide medical services at facilities owned by our Optum businesses.
In addition, our affiliated physician organizations contract with competitors of UnitedHealthcare. Our businesses could suffer if our affiliated physician organizations fail to maintain relationships with or fail to adequately price their contracts with these third-party payer competitors. Further, physicians, hospitals, pharmaceutical benefit service providers, pharmaceutical manufacturers and certain health care providers are customers of our Optum businesses.
We may not successfully implement our initiatives to consolidate the number of 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.
We may not successfully implement our initiatives to consolidate the number of information systems we operate, upgrade and expand our systems’ capabilities, integrate and enhance our systems and develop new systems to keep pace with recent 11 Table of Contents regulations and changes in information processing technology.
Given the importance of health care providers and other constituents to our businesses, failure to maintain satisfactory relationships with them could materially and adversely affect our results of operations, financial position and cash flows.
Physicians also provide medical services at facilities owned by our Optum businesses. Given the importance of health care providers and other constituents to our businesses, failure to maintain satisfactory relationships with them could materially and adversely affect our results of operations, financial position and cash flows.
Risks Related to Our Business and Our Industry If we fail to estimate, price for and manage our medical costs or design benefits in an effective manner, the profitability of our risk-based products and services could decline and could materially and adversely affect our results of operations, financial position and cash flows.
There may be risks and uncertainties not currently known to us or that we may deem to be immaterial that could materially and adversely affect our business, results of operations, financial position, cash flows and prospects. 10 Table of Contents Risks Related to Our Business and Our Industry If we fail to estimate, price for and manage our medical costs or design benefits in an effective manner, the profitability of our risk-based products and services could decline and could materially and adversely affect our results of operations, financial position and cash flows.
Negative publicity may adversely affect our stock price, damage our reputation, and expose us to unexpected or unwarranted regulatory scrutiny. 17 Table of Contents As a result of our participation in various government health care programs, both as a payer and as a service provider to payers, we are exposed to additional risks associated with program funding, enrollments, payment adjustments, audits and government investigations which could materially and adversely affect our business, results of operations, financial position and cash flows.
As a result of our participation in various government health care programs, both as a payer and as a service provider to payers, we are exposed to additional risks associated with program funding, enrollments, payment adjustments, audits and government investigations which could materially and adversely affect our business, results of operations, financial position and cash flows.
In addition, the financial results we report for any particular period include estimates of costs incurred for which claims are still outstanding. These estimates involve an extensive degree of judgment.
In addition, the financial results we report for any particular period include estimates of costs incurred for which claims are still outstanding. These estimates involve an extensive degree of judgment. If these estimates prove inaccurate, our results of operations could be materially and adversely affected.
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.
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. 14 Table of Contents Our increasing use of AI presents legal, regulatory and business risks to our operations, reputation and financial results.
Our revenues could be materially and adversely affected if we are unable to maintain or expand satisfactory relationships with physicians, to acquire, recruit or, in some instances, employ physicians, or to retain enrollees following physician departures. In addition, our affiliated physician organizations contract with competitors of UnitedHealthcare.
We face and will likely continue to face heightened competition to acquire or manage physician practices or to employ or contract with individual physicians. Our revenues could be materially and adversely affected if we are unable to maintain or expand satisfactory relationships with physicians, to acquire, recruit or, in some instances, employ physicians, or to retain enrollees following physician departures.
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.
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.
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 standards may have on our businesses or the businesses of our customers. 19 Table of Contents Some of our businesses are also subject to the Payment Card Industry Data Security Standard, which is a multifaceted security standard designed to protect payment card account data.
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, which may have negative impacts on our businesses or the businesses of our customers.
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 may also be party to certain class action lawsuits brought by health care professional groups and consumers.
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.
The health care industry is regularly subject to negative publicity, including as a result of governmental investigations, adverse media coverage and political debate concerning industry regulation.
The health care industry is regularly subject to negative publicity, including as a result of governmental investigations, adverse media coverage and political debate concerning industry regulation. Negative publicity may adversely affect our stock price, damage our reputation, and expose us to unexpected or unwarranted regulatory scrutiny.
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. 14 Table of Contents We are subject to risks associated with public health crises arising from large-scale medical emergencies, pandemics, natural disasters and other extreme events, which have had and could have an adverse effect on our business, results of operations, financial condition and financial performance.
We are subject to risks associated with public health crises arising from large-scale medical emergencies, pandemics, natural disasters and other extreme events, which have had and could have an adverse effect on our business, results of operations, financial condition and financial performance.
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.
The levels of required capitalization 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.
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.
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.
In some instances, those providers may 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. 12 Table of Contents The success of some of our businesses depends on maintaining satisfactory relationships with employed, affiliated, and independently contracted physicians and joint venture partners.
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.
We operate in jurisdictions outside of the United States where contractual rights, tax positions and applicable regulations may be subject to interpretation or uncertainty to a greater degree than in the United States, and therefore subject to dispute by customers, government authorities or others.
We also have been and in the future may be a party to class action lawsuits, including those brought by health care professional groups, consumers and investors. We operate in jurisdictions where contractual rights, tax positions and applicable regulations may be subject to varying degrees of interpretation or uncertainty, and therefore subject to dispute by customers, government authorities or others.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur Chief Security Officer has more than 30 years of experience as a security professional in both the private and public sectors, including in law enforcement. Prior to joining UnitedHealth Group, he served in security leadership roles at several large multinational corporations and has additionally served on cybersecurity advisory boards for some of the largest corporations in the country.
Biggest changeOur CSO brings more than 30 years of experience in security roles across private and public sectors, including law enforcement and leadership positions at major multinational corporations.
As of December 31, 2024, the Company has not identified any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations or financial condition, but there can be no assurance that any such risk will not materially affect the Company in the future.
As of December 31, 2025, the Company has not identified any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations or financial condition, but there can be no assurance that any such risk will not materially affect the Company in the future.
For further information about the cybersecurity risks we face, and potential impacts, see Part I, Item 1A, “Risk Factors.” 21 Table of Contents
For further information about the cybersecurity risks we face, and potential impacts of such risks, see Part I, Item 1A, “Risk Factors.”
Our internal audit team independently assesses security controls against our enterprise policies to evaluate compliance and leverages a combination of auditing and security frameworks to evaluate how leading practices are applied throughout our enterprise. Audit results and remediation progress are reported to and monitored by senior management and the Audit and Finance Committee.
The internal audit team independently assesses cybersecurity controls against enterprise policies, using a combination of auditing and cybersecurity frameworks to evaluate the application of leading practices. Audit results and remediation progress are reported to, and monitored by, senior management and the Audit and Finance Committee.
Pursuant to the Company’s incident response plan, incidents are reported to the Audit and Finance Committee and appropriate government agencies and other authorities, as deemed necessary or appropriate, considering the actual or potential impact, significance and scope. We require our third-party partners and contractors to handle data in accordance with our data privacy and information security requirements and applicable laws.
Under the incident response plan, incidents are reported to the Audit and Finance Committee and, when necessary, to appropriate government agencies, based on their impact, significance, and scope. Third-Party Risk Management We require third-party partners and contractors to handle data in accordance with the Company’s data privacy and cybersecurity requirements, as well as applicable laws.
The Audit and Finance Committee has also added a leading cybersecurity incident and response firm to serve as its advisor on cybersecurity matters.
The Audit and Finance Committee has also engaged a leading cybersecurity incident and response firm to advise on and strengthen oversight of these matters.
To ensure that our program is designed and operating effectively, our infrastructure and information systems are audited periodically by internal and external auditors. We have obtained various certifications from industry-recognized certifying organizations as a result of certain external audits. We also perform regular vulnerability assessments and penetration tests to improve system security and address emerging security threats.
Auditing, Certifications, and Continuous Improvement We engage both internal and external advisors and auditors to review and audit our infrastructure and information systems to enhance the program’s design and operational effectiveness. The Company maintains various certifications from industry-recognized organizations. We conduct regular vulnerability assessments and penetration tests to improve system security and address emerging security threats.
As part of this process, the Audit and Finance Committee receives regular updates from the Chief Digital and Technology Officer and the Chief Security Officer on critical issues related to our information security risks, cybersecurity strategy, supplier risk and business continuity capabilities.
Board Oversight The Board of Directors has delegated to the Audit and Finance Committee primary responsibility for overseeing the Company’s risk management and compliance programs related to cybersecurity, data protection, and privacy. The Audit and Finance Committee receives regular updates from the CSO and CDTO on critical cybersecurity risks, strategy, supplier risk, and business continuity.
We regularly engage with our suppliers, partners, contractors, service providers and internal development teams to identify and remediate vulnerabilities in a timely manner and monitor system upgrades to mitigate future risk, and evaluate whether they employ appropriate and effective controls and continuity plans for their systems and operations.
The Company maintains ongoing engagement with suppliers, partners, contractors, and service providers to identify and remediate vulnerabilities, and monitors system upgrades to mitigate future risks. Through our third-party risk management program, we evaluate whether third parties use effective controls and business continuity plans, and drive the remediation of any identified issues or risks.
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ITEM 1C. CYBERSECURITY UnitedHealth Group manages cybersecurity and data protection through a continuously evolving framework. The framework allows us to identify, assess and mitigate the risks we face, and assists us in establishing policies and safeguards to protect our systems and the information of those we serve.
Added
ITEM 1C. CYBERSECURITY Overview of Cybersecurity Program UnitedHealth Group assesses its cybersecurity and data protection initiatives through the National Institute of Standards and Technology (NIST) Cybersecurity Framework. This framework provides guidelines for maintaining a mature and comprehensive cybersecurity program, outlining the essential components and responsibilities required to safeguard sensitive information.
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Our cybersecurity program is managed by our Chief Digital and Technology Officer and our Chief Security Officer.
Added
Risk Assessment and Management Practices The Company employs processes to assess, identify, and manage cybersecurity risks. These processes include conducting tabletop exercises to test and reinforce incident response controls, performing control gap analyses, executing penetration tests, and implementing data recovery testing. Internal and external security assessments, along with ongoing threat intelligence monitoring, are used to further strengthen the program.
Removed
The Audit and Finance Committee of the Board of Directors has oversight of our cybersecurity program and is responsible for reviewing and assessing the effectiveness of the Company’s cybersecurity and data protection policies, procedures and resource commitment, including key risk areas and mitigation strategies.
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Employees participate in annual cybersecurity and data privacy training to enhance awareness and preparedness across the enterprise. Incident Management and Response The Company has established an incident management and response program that continuously monitors information systems for vulnerabilities, threats, and incidents.
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The Company’s framework includes an incident management and response program that continuously monitors the Company’s information systems for vulnerabilities, threats and incidents; manages and takes action to contain incidents that occur; remediates vulnerabilities; and communicates the details of significant threats and incidents to management, including the Chief Digital and Technology Officer and the Chief Security Officer, as deemed necessary or appropriate.
Added
This program is designed to respond to and manage incidents as they arise, remediate vulnerabilities, and communicate significant threats or incidents to management, including the Chief Security Officer (CSO), the Chief Digital and Technology Officer (CDTO), and executive leadership.
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We also periodically partner with industry-leading cybersecurity firms to assess our cybersecurity program. These assessments complement our other assessment work by evaluating our cybersecurity program as a whole. We complete an enterprise information risk assessment as part of our overall enterprise information security risk management assessment, which is overseen by our Chief Security Officer.
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We also engage external cybersecurity and audit firms to provide an evaluation of the program’s maturity. 21 Table of Contents Enterprise Risk Assessment As part of the overall enterprise cybersecurity risk management program, we complete regular enterprise information risk assessments.
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This risk assessment is a review of internal and external threats that evaluates changes to the information risk landscape to inform the investments and program enhancements to be made in the future to rapidly respond and recover from potential attacks, including rebuild and recovery protocols for key systems.
Added
Overseen by the CSO, these assessments address unexpected or unforeseen changes in the risk environment by reviewing internal and external threats and evaluating changes to the cybersecurity risk landscape. The results of these assessments inform future investments and program enhancements and are communicated as part of the Company’s broader enterprise risk management program.
Removed
We evaluate our enterprise information security risk to address unexpected or unforeseen changes in the risk environment or our systems and the resulting impacts are communicated to the Company’s overall enterprise risk management program. We believe our Chief Digital and Technology Officer and our Chief Security Officer have the appropriate knowledge and expertise to effectively manage our cybersecurity program.
Added
Engagement with Third-Party Experts In addition to in-house cybersecurity capabilities, the Company engages assessors, consultants, and other third parties to assist with a range of cybersecurity matters, including red team testing, auditing, and strategic advisory services. Leadership and Governance Management of UnitedHealth Group’s cybersecurity risks is overseen by the CSO and CDTO.
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The Chief Digital and Technology Officer has experience leading enterprise digital transformation efforts for a large multinational corporation and held several leadership and growth positions at a global technology consulting and services firm before joining UnitedHealth Group.
Added
Our CDTO has been with the Company for more than two decades, holding leadership roles in finance, operations and technology, and has previously served as chief information officer for UnitedHealthcare and several of our Optum businesses.
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Together, the CSO and CDTO co-chair UnitedHealth Group’s Enterprise Security Council, which oversees the security team’s work and includes the Chief Compliance Officer, the Chief Legal Officer, the Chief Audit Executive, the Chief Privacy Officer, and senior business executives.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS The information required by this Item 3 is incorporated herein by reference to the information set forth under the captions “Legal Matters” and “Government Investigations, Audits and Reviews” in Note 12 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” ITEM 4.
Biggest changeITEM 3. LEGAL PROCEEDINGS The information required by this Item 3 is incorporated herein by reference to the information set forth under the captions “Legal Matters” and “Government Investigations, Audits and Reviews” in Note 12 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data”

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe 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. 22 Table of Contents PERFORMANCE GRAPH The following performance graph compares the cumulative five-year total return to shareholders on our common stock relative to the cumulative total returns of the S&P 500 Health Care Index, the Dow Jones US Industrial Average Index and the S&P 500 Index for the five-year period ended December 31, 2024.
Biggest changeAs of December 31, 2025, the Company had 21 million shares remaining available under its share repurchase authorization. 23 Table of Contents PERFORMANCE GRAPH The following performance graph compares the cumulative five-year total return to shareholders on our common stock relative to the cumulative total returns of the S&P 500 Health Care Index, the Dow Jones US Industrial Average Index and the S&P 500 Index for the five-year period ended December 31, 2025.
In June 2024, the Board of Directors amended our share repurchase program to authorize the repurchase of up to 35 million shares of our common stock in open market purchases or other types of transactions (including prepaid or structured repurchase programs), in addition to all remaining shares authorized to be repurchased under the Board’s 2018 renewal of the program.
In June 2024, the Board of Directors amended our share repurchase program as then in effect to authorize the repurchase of up to 35 million shares of our common stock in open market purchases or other types of transactions (including prepaid or structured repurchase programs), in addition to all remaining shares authorized to be repurchased under the Board’s 2018 renewal of the program.
DIVIDEND POLICY In June 2024, our Board of Directors increased the Company’s quarterly cash dividend to shareholders to an annual rate of $8.40 compared to $7.52 per share, which the Company had paid since June 2023.
DIVIDEND POLICY In June 2025, our Board of Directors increased the Company’s quarterly cash dividend to shareholders to an annual rate of $8.84 compared to $8.40 per share, which the Company had paid since June 2024.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET AND HOLDERS Our common stock is traded on the New York Stock Exchange (NYSE) under the symbol UNH. On January 31, 2025, there were 9,323 holders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET AND HOLDERS Our common stock is traded on the New York Stock Exchange (NYSE) under the symbol UNH. On February 20, 2026, there were 8,734 holders of record of our common stock.
Declaration and payment of future quarterly dividends is at the discretion of the Board and may be adjusted as business needs or market conditions change.
Declaration and payment of future quarterly dividends is at the discretion of the Board and may be adjusted as business needs or market conditions change. ISSUER PURCHASES OF EQUITY SECURITIES In November 1997, our Board of Directors adopted a share repurchase program, which the Board of Directors evaluates periodically.
The comparisons assume the investment of $100 on December 31, 2019 in our common stock and in each index, and the reinvestment of dividends when paid. 12/19 12/20 12/21 12/22 12/23 12/24 UnitedHealth Group $ 100.00 $ 121.20 $ 176.01 $ 188.23 $ 189.73 $ 185.15 S&P 500 Health Care Index 100.00 113.45 143.09 140.29 143.18 146.87 Dow Jones US Industrial Average 100.00 109.72 132.71 123.60 143.60 165.12 S&P 500 Index 100.00 118.40 152.39 124.79 157.59 197.02 The stock price performance included in this graph is not necessarily indicative of future stock price performance.
The comparisons assume the investment of $100 on December 31, 2020 in our common stock and in each index, and the reinvestment of dividends when paid. 12/20 12/21 12/22 12/23 12/24 12/25 UnitedHealth Group $ 100.00 $ 145.21 $ 155.30 $ 156.54 $ 152.76 $ 102.18 S&P 500 Health Care Index 100.00 126.13 123.67 126.21 129.46 148.36 Dow Jones US Industrial Average 100.00 120.95 112.65 130.87 150.49 172.95 S&P 500 Index 100.00 128.71 105.40 133.10 166.40 196.16 The stock price performance included in this graph is not necessarily indicative of future stock price performance.
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ISSUER PURCHASES OF EQUITY SECURITIES Issuer Purchases of Equity Securities (a) Fourth Quarter 2024 For the Month Ended Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares That May Yet Be Purchased Under The Plans or Programs (in millions) (in millions) (in millions) October 31, 2024 2.6 $ 568.70 2.6 39.6 November 30, 2024 0.9 593.39 0.9 38.7 December 31, 2024 5.6 513.93 5.6 33.1 Total 9.1 $ 537.14 9.1 (a) In November 1997, our Board of Directors adopted a share repurchase program, which the Board of Directors evaluates periodically.
Added
There is no established expiration date for the program. 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. There were no repurchases of the Company’s common stock during the three months ended December 31, 2025.
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There is no established expiration date for the program.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following table presents a summary of the reportable segment financial information: For the Years Ended December 31, Change (in millions, except percentages) 2024 2023 2022 2024 vs. 2023 Revenues UnitedHealthcare $ 298,208 $ 281,360 $ 249,741 $ 16,848 6 % Optum Health 105,358 95,319 71,174 10,039 11 Optum Insight 18,757 18,932 14,581 (175) (1) Optum Rx 133,231 116,087 99,773 17,144 15 Optum eliminations (4,389) (3,703) (2,760) (686) 19 Optum 252,957 226,635 182,768 26,322 12 Eliminations (150,887) (136,373) (108,347) (14,514) 11 Consolidated revenues $ 400,278 $ 371,622 $ 324,162 $ 28,656 8 % Earnings from operations UnitedHealthcare $ 15,584 $ 16,415 $ 14,379 $ (831) (5) % Optum Health 7,770 6,560 6,032 1,210 18 Optum Insight 3,097 4,268 3,588 (1,171) (27) Optum Rx 5,836 5,115 4,436 721 14 Optum 16,703 15,943 14,056 760 5 Consolidated earnings from operations $ 32,287 $ 32,358 $ 28,435 $ (71) — % Operating margin UnitedHealthcare 5.2 % 5.8 % 5.8 % (0.6) % Optum Health 7.4 6.9 8.5 0.5 Optum Insight 16.5 22.5 24.6 (6.0) Optum Rx 4.4 4.4 4.4 — Optum 6.6 7.0 7.7 (0.4) Consolidated operating margin 8.1 % 8.7 % 8.8 % (0.6) % 28 Table of Contents UnitedHealthcare The following table summarizes UnitedHealthcare revenues by business: For the Years Ended December 31, Change (in millions, except percentages) 2024 2023 2022 2024 vs. 2023 UnitedHealthcare Employer & Individual - Domestic $ 74,489 $ 67,187 $ 63,599 $ 7,302 11 % UnitedHealthcare Employer & Individual - Global 3,667 9,307 8,668 (5,640) (61) UnitedHealthcare Employer & Individual - Total 78,156 76,494 72,267 1,662 2 UnitedHealthcare Medicare & Retirement 139,482 129,862 113,671 9,620 7 UnitedHealthcare Community & State 80,570 75,004 63,803 5,566 7 Total UnitedHealthcare revenues $ 298,208 $ 281,360 $ 249,741 $ 16,848 6 % The following table summarizes the number of individuals served by our UnitedHealthcare businesses, by major market segment and funding arrangement: December 31, Change (in thousands, except percentages) 2024 2023 2022 2024 vs. 2023 Commercial - domestic: Risk-based 8,845 8,115 8,045 730 9 % Fee-based 20,885 19,200 18,640 1,685 9 Total commercial - domestic 29,730 27,315 26,685 2,415 9 Medicare Advantage 7,845 7,695 7,105 150 2 Medicaid 7,435 7,845 8,170 (410) (5) Medicare Supplement (Standardized) 4,335 4,355 4,375 (20) — Total community and senior 19,615 19,895 19,650 (280) (1) Total UnitedHealthcare - domestic medical 49,345 47,210 46,335 2,135 5 Commercial - global 1,330 5,540 5,360 (4,210) (76) Total UnitedHealthcare - medical 50,675 52,750 51,695 (2,075) (4) % Supplemental Data: Medicare Part D stand-alone 3,050 3,315 3,295 (265) (8) % UnitedHealthcare’s revenues increased due to growth in the number of people served through Medicare Advantage and domestic commercial offerings, partially offset by decreased people served globally due to the sale of the Brazil operations and in Medicaid offerings due to redeterminations.
Biggest changeThe following table presents a summary of the reportable segment financial information: For the Years Ended December 31, Change (in millions, except percentages) 2025 2024 2023 2025 vs. 2024 Revenues UnitedHealthcare $ 344,903 $ 298,208 $ 281,360 $ 46,695 16 % Optum Health 101,957 105,358 95,319 (3,401) (3) Optum Insight 19,417 18,757 18,932 660 4 Optum Rx 154,726 133,231 116,087 21,495 16 Optum eliminations (5,480) (4,389) (3,703) (1,091) 25 Optum 270,620 252,957 226,635 17,663 7 Eliminations (167,956) (150,887) (136,373) (17,069) 11 Consolidated revenues $ 447,567 $ 400,278 $ 371,622 $ 47,289 12 % Earnings from operations UnitedHealthcare $ 9,425 $ 15,584 $ 16,415 $ (6,159) (40) % Optum Health (278) 7,770 6,560 (8,048) (104) Optum Insight 2,624 3,097 4,268 (473) (15) Optum Rx 7,193 5,836 5,115 1,357 23 Optum 9,539 16,703 15,943 (7,164) (43) Consolidated earnings from operations $ 18,964 $ 32,287 $ 32,358 $ (13,323) (41) % Operating margin UnitedHealthcare 2.7 % 5.2 % 5.8 % (2.5) % Optum Health (0.3) 7.4 6.9 (7.7) Optum Insight 13.5 16.5 22.5 (3.0) Optum Rx 4.6 4.4 4.4 0.2 Optum 3.5 6.6 7.0 (3.1) Consolidated operating margin 4.2 % 8.1 % 8.7 % (3.9) % 29 Table of Contents UnitedHealthcare The following table summarizes UnitedHealthcare revenues by business: For the Years Ended December 31, Change (in millions, except percentages) 2025 2024 2023 2025 vs. 2024 UnitedHealthcare Employer & Individual - Domestic $ 75,940 $ 74,489 $ 67,187 $ 1,451 2 % UnitedHealthcare Employer & Individual - Global 3,288 3,667 9,307 (379) (10) % UnitedHealthcare Employer & Individual - Total 79,228 78,156 76,494 1,072 1 % UnitedHealthcare Medicare & Retirement 171,285 139,482 129,862 31,803 23 % UnitedHealthcare Community & State 94,390 80,570 75,004 13,820 17 % Total UnitedHealthcare revenues $ 344,903 $ 298,208 $ 281,360 $ 46,695 16 % The following table summarizes the number of individuals served by our UnitedHealthcare businesses, by major market segment and funding arrangement: December 31, Change (in thousands, except percentages) 2025 2024 2023 2025 vs. 2024 Commercial: Risk-based 8,165 8,845 8,115 (680) (8) % Fee-based 21,485 20,885 19,200 600 3 Total commercial 29,650 29,730 27,315 (80) — Medicare Advantage 8,445 7,845 7,695 600 8 Medicaid 7,380 7,435 7,845 (55) (1) Medicare Supplement (Standardized) 4,285 4,335 4,355 (50) (1) Total Community and Senior 20,110 19,615 19,895 495 3 Total UnitedHealthcare - Medical 49,760 49,345 47,210 415 1 Supplemental Data: Medicare Part D stand-alone 2,770 3,050 3,315 (280) (9) % South American businesses held for sale 1,160 1,330 5,540 (170) (13) % UnitedHealthcare’s revenues increased due to the IRA-driven impacts on Medicare Part D plans and growth in the number of people served through Medicare Advantage, fee-based commercial offerings, those with higher acuity needs and Medicaid rates, partially offset by a decrease in people served through risk-based commercial offerings and Medicaid offerings.
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. Medical Cost Trends.
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 have not made any adjustments to decrease a discount rate below the calculated peer company weighted average cost of capital for any reporting unit. Company-specific adjustments to discount rates are subjective and thus are difficult to measure with certainty.
We have not made any adjustments to decrease a discount rate below the calculated peer company weighted average cost of capital for any reporting unit. Reporting unit-specific adjustments to discount rates are subjective and thus are difficult to measure with certainty.
Best Ratings Outlook Ratings Outlook Ratings Outlook Ratings Outlook Senior unsecured debt A2 Stable A+ Stable A Stable A Stable Commercial paper P-1 n/a A-1 n/a F1 n/a AMB-1+ n/a The availability of financing in the form of debt or equity is influenced by many factors, including our profitability, operating cash flows, debt levels, credit ratings, debt covenants and other contractual restrictions, regulatory requirements and economic and market conditions.
Best Ratings Outlook Ratings Outlook Ratings Outlook Ratings Outlook Senior unsecured debt A2 Negative A+ Negative A Negative A- Stable Commercial paper P-1 n/a A-1 n/a F1 n/a AMB-1 n/a The availability of financing in the form of debt or equity is influenced by many factors, including our profitability, operating cash flows, debt levels, credit ratings, debt covenants and other contractual restrictions, regulatory requirements and economic and market conditions.
This trend is creating needs for health management services which 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.
This trend is creating needs for health management services that 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 description of some of the risks and uncertainties can be found further below in this Item 7 and in Part I, Item 1A, “Risk Factors.” Discussions of year-over-year comparisons between 2023 and 2022 are not included in this Form 10-K and can be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Form 10-K for the fiscal year ended December 31, 2023.
A description of some of the risks and uncertainties can be found further below in this Item 7 and in Part I, Item 1A, “Risk Factors.” Discussions of year-over-year comparisons between 2024 and 2023 are not included in this Form 10-K and can be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Form 10-K for the fiscal year ended December 31, 2024.
These include other long-term liabilities reflected in our Consolidated Balance Sheets as of December 31, 2024, including obligations associated with certain employee benefit programs, unrecognized tax benefits and various long-term liabilities, which have some inherent uncertainty in the timing of these payments. • Redeemable noncontrolling interests.
These include other long-term liabilities reflected in our Consolidated Balance Sheets as of December 31, 2025, including obligations associated with certain employee benefit programs, unrecognized tax benefits and various long-term liabilities, which have some inherent uncertainty in the timing of these payments. • Redeemable noncontrolling interests.
For more information on our debt, see Note 8 of the Notes to the Consolidated Financial Statements included in Part II, Item 8 “Financial Statements and Supplementary Data.” Credit Ratings. Our credit ratings as of December 31, 2024 were as follows: Moody’s S&P Global Fitch A.M.
For more information on our debt, see Note 8 of the Notes to the Consolidated Financial Statements included in Part II, Item 8 “Financial Statements and Supplementary Data.” Credit Ratings. Our credit ratings as of December 31, 2025 were as follows: Moody’s S&P Global Fitch A.M.
For more detail related to our medical cost estimates, see Note 2 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.” Goodwill We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change indicating the carrying value may not be recoverable.
For more detail related to our medical cost estimates, see Note 2 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.” 35 Table of Contents Goodwill We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change indicating the carrying value may not be recoverable.
If the fair value is less than the carrying value of the reporting unit, an impairment is recognized for the difference, up to the carrying amount of goodwill. 34 Table of Contents We estimate the fair values of our reporting units using a discounted cash flow method which includes assumptions about a wide variety of internal and external factors.
If the fair value is less than the carrying value of the reporting unit, an impairment is recognized for the difference, up to the carrying amount of goodwill. We estimate the fair values of our reporting units using a discounted cash flow method which includes assumptions about a wide variety of internal and external factors.
For example, for the most recent two months, we estimate claim costs incurred by applying observed medical cost trend factors to the average per member per month (PMPM) medical costs incurred in prior months for which more complete claim data is available, supplemented by a review of near-term completion factors. Completion Factors.
For example, for the most recent two months, we estimate claim costs incurred by applying observed medical cost trend factors to the average per member per month (PMPM) medical costs incurred in prior months for which more complete claim data is available, supplemented by a review of near-term completion factors. 34 Table of Contents Completion Factors.
Reportable Segments See Note 14 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for more information on our segments.
Reportable Segments See Note 15 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for more information on our segments.
Further, substantial revisions to the risk adjustment model, which serves to adjust rates to reflect a patient’s health status and care resource needs, will result in reduced funding and potentially benefits for people, especially those with some of the greatest health and social challenges.
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.
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. 25 Table of Contents Regulatory Trends and Uncertainties Following is a summary of management’s view of the trends and uncertainties related to regulatory matters.
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. Regulatory Trends and Uncertainties Following is a summary of management’s view of the trends and uncertainties related to regulatory matters.
As of October 1, 2024, we completed our annual impairment tests for goodwill with all of our reporting units having fair values substantially in excess of their carrying values.
As of October 1, 2025, we completed our annual impairment tests for goodwill with all of our reporting units having fair values substantially in excess of their carrying values.
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. Our available-for-sale debt portfolio had a weighted-average duration of 4.2 years and a weighted-average credit rating of “Double A” as of December 31, 2024.
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. Our available-for-sale debt portfolio had a weighted-average duration of 4.1 years and a weighted-average credit rating of “Double A” as of December 31, 2025.
The rate of market growth may be affected by a variety of factors, including macroeconomic conditions, which could impact our results of operations, including our continued efforts to control health care costs. Pricing Trends.
The rate of market growth may be affected by a variety of factors, including macroeconomic conditions and regulatory changes, which could impact our results of operations, including our continued efforts to control health care costs. Pricing Trends.
Optum Total revenues increased due to growth at Optum Rx and Optum Health. Earnings from operations increased with growth at Optum Health and Optum Rx, partially offset by decreased earnings from operations at Optum Insight.
Optum Total revenues increased primarily due to growth at Optum Rx, partially offset by Optum Health. Earnings from operations decreased due to Optum Health and Optum Insight, partially offset by Optum Rx.
As of December 31, 2024, we had Board of Directors’ authorization to purchase up to 33 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.
As of December 31, 2025, we had Board of Directors’ authorization to purchase up to 21 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.
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. 31 Table of Contents Capital Resources and Uses of Liquidity Cash Requirements.
When multiple credit ratings are available for an individual security, the average of the available ratings is used to determine the weighted-average credit rating. Capital Resources and Uses of Liquidity Cash Requirements.
For more information on our commercial paper and bank credit facilities, see Note 8 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.” As of December 31, 2024, we were in compliance with the various covenants under our bank credit facilities. Long-Term Debt.
For more information on our commercial paper and bank credit facilities, see Note 8 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.” As of December 31, 2025, we were in compliance with the various covenants under our bank credit facilities. 33 Table of Contents Long-Term Debt.
If the revised estimate of prior period medical costs is more than the previous estimate, we will increase reported medical costs in the current period (unfavorable development). Medical costs in 2024, 2023 and 2022 included favorable medical cost development related to prior years of $700 million, $840 million and $410 million, respectively.
If the revised estimate of prior period medical costs is more than the previous estimate, we will increase reported medical costs in the current period (unfavorable development). Medical costs in 2025, 2024 and 2023 included favorable medical cost development related to prior years of $140 million, $700 million and $840 million, respectively.
In the United States, health care spending has grown consistently for many years and comprises 18% of gross domestic product (GDP). 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.
In the United States, health care spending has grown consistently for many years and accounted 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.
Concentrations of credit risk with respect to accounts receivable are limited due to the large number of employer groups and other customers constituting our client base. As of December 31, 2024, there were no significant concentrations of credit risk. 35 Table of Contents
Concentrations of credit risk with respect to accounts receivable are limited due to the large number of employer groups and other customers constituting our client base. As of December 31, 2025, there were no significant concentrations of credit risk. 36 Table of Contents
Management believes the amount of medical costs payable is reasonable and adequate to cover our liability for unpaid claims as of December 31, 2024; however, actual claim payments may differ from established estimates as discussed above.
Management believes the amount of medical costs payable is reasonable and adequate to cover our liability for unpaid claims as of December 31, 2025, but actual claim payments may differ from established estimates as discussed above.
We frequently 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 seeking to balance growth and profitability across all these dimensions.
We continually 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 seek to balance growth and profitability across all these dimensions.
For additional information regarding regulatory trends and uncertainties, see Part I, Item 1 “Business - Government Regulation” and Item 1A, “Risk Factors.” Medicare Advantage Rates. Medicare Advantage rate notices over the years have at times resulted in industry base rates well below industry forward medical trend.
For additional information regarding regulatory trends and uncertainties, see Part I, Item 1 “Business - Government Regulation” and Item 1A, “Risk Factors.” Medicare Advantage Rates. Medicare Advantage rate notices for numerous years have resulted in industry base rates well below the industry forward medical cost trend.
These include $11.5 billion, $2.4 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 transactions and other funding commitments.
These include $8.1 billion, $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 and other funding commitments.
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, our Board of Directors increased the Company’s quarterly cash dividend to shareholders to an annual rate of $8.40 compared to $7.52 per share.
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 2025, our Board of Directors increased our quarterly cash dividend to shareholders to an annual rate of $8.84 compared to $8.40 per share.
The following table illustrates the sensitivity of these factors and the estimated potential impact on our medical costs payable estimates for the most recent two months as of December 31, 2024: Medical Cost PMPM Quarterly Trend Increase (Decrease) in Factors Increase (Decrease) In Medical Costs Payable (in millions) 3% $ 1,264 2 843 1 421 (1) (421) (2) (843) (3) (1,264) The completion factors and medical costs PMPM trend factors analyses above include outcomes considered reasonably likely based on our historical experience estimating liabilities for incurred but not reported benefit claims.
The following table illustrates the sensitivity of these factors and the estimated potential impact on our medical costs payable estimates for the most recent two months as of December 31, 2025: Medical Cost PMPM Quarterly Trend Increase (Decrease) in Factors Increase (Decrease) In Medical Costs Payable (in millions) 3% $ 1,503 2 1,002 1 501 (1) (501) (2) (1,002) (3) (1,503) The completion factors and medical cost PMPM trend factors analyses above include outcomes considered reasonably likely based on our historical experience estimating liabilities for incurred but not reported benefit claims.
Assuming a hypothetical 1% difference between our December 31, 2024 estimates of medical costs payable and actual medical costs payable, 2024 net earnings would have increased or decreased by approximately $260 million.
Assuming a hypothetical 1% difference between our December 31, 2025 estimates of medical costs payable and actual medical costs payable, 2025 net earnings would have increased or decreased by approximately $300 million.
We are working to accelerate this vision through the innovation and integration of our care delivery models including in-clinic, in-home, behavioral and virtual care, and by using our data and analytics to provide clinicians with the necessary information in order to provide the best possible care in the most cost efficient setting.
We are working to accelerate realization of these benefits through the innovation and integration of our care delivery models, including in-clinic, in-home, behavioral and virtual care, and by using our data, analytics and AI to provide clinicians with the information necessary to provide the best possible care in the most cost-efficient setting.
We continue to see a greater number of people enrolled in fully accountable value-based plans rewarding high-quality, affordable care and fostering collaboration.
We continue to see a greater number of people enrolled in fully accountable value-based plans that reward high-quality, affordable care and foster collaboration.
Our nonregulated businesses also generate significant cash flows from operations available for general corporate use. Cash flows generated by these entities, combined with dividends from our regulated entities and financing through the issuance of long-term debt as well as issuance of commercial paper or the ability to draw under our committed credit facilities, further strengthen our operating and financial flexibility.
Cash flows generated by these entities, combined with dividends from our regulated entities and financing through the issuance of long-term debt as well as issuance of commercial paper or the ability to draw under our committed credit facilities, further strengthen our operating and financial flexibility.
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.
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.
Optum Health served approximately 100 million people as of December 31, 2024 compared to 103 million people as of December 31, 2023. 29 Table of Contents Optum Insight Revenues at Optum Insight decreased primarily due the business disruption impacts from the Change Healthcare cyberattack, partially offset by growth in technology services.
Optum Health served approximately 95 million people as of December 31, 2025 compared to 100 million people as of December 31, 2024. 30 Table of Contents Optum Insight Revenues increased due to decreased impacts related to the Change Healthcare cyberattack and growth in technology services, partially offset by lower volumes within business services.
SELECTED OPERATING PERFORMANCE ITEMS The following summarizes select 2024 year-over-year operating comparisons to 2023 and other financial results. • Consolidated revenues grew 8%, UnitedHealthcare revenues grew 6% and Optum revenues grew 12%. • UnitedHealthcare served 2.1 million more people domestically, driven by growth in commercial offerings, partially offset by the impact of Medicaid redeterminations. • Earnings from operations of $32.3 billion compared to $32.4 billion last year. • Diluted earnings per common share was $15.51, impacted by the loss on sale of subsidiary and subsidiaries held for sale. • Cash flows from operations were $24.2 billion. 26 Table of Contents RESULTS SUMMARY The following table summarizes our consolidated results of operations and other financial information: (in millions, except percentages and per share data) For the Years Ended December 31, Change 2024 2023 2022 2024 vs. 2023 Revenues: Premiums $ 308,810 $ 290,827 $ 257,157 $ 17,983 6 % Products 50,226 42,583 37,424 7,643 18 Services 36,040 34,123 27,551 1,917 6 Investment and other income 5,202 4,089 2,030 1,113 27 Total revenues 400,278 371,622 324,162 28,656 8 Operating costs: Medical costs 264,185 241,894 210,842 22,291 9 Operating costs 53,013 54,628 47,782 (1,615) (3) Cost of products sold 46,694 38,770 33,703 7,924 20 Depreciation and amortization 4,099 3,972 3,400 127 3 Total operating costs 367,991 339,264 295,727 28,727 8 Earnings from operations 32,287 32,358 28,435 (71) — Interest expense (3,906) (3,246) (2,092) (660) 20 Loss on sale of subsidiary and subsidiaries held for sale (8,310) — — (8,310) nm Earnings before income taxes 20,071 29,112 26,343 (9,041) (31) Provision for income taxes (4,829) (5,968) (5,704) 1,139 (19) Net earnings 15,242 23,144 20,639 (7,902) (34) Earnings attributable to noncontrolling interests (837) (763) (519) (74) 10 Net earnings attributable to UnitedHealth Group common shareholders $ 14,405 $ 22,381 $ 20,120 $ (7,976) (36) % Diluted earnings per share attributable to UnitedHealth Group common shareholders $ 15.51 $ 23.86 $ 21.18 $ (8.35) (35) % Medical care ratio (a) 85.5 % 83.2 % 82.0 % 2.3 % Operating cost ratio 13.2 14.7 14.7 (1.5) Operating margin 8.1 8.7 8.8 (0.6) Tax rate 24.1 20.5 21.7 3.6 Net earnings margin (b) 3.6 6.0 6.2 (2.4) Return on equity (c) 15.9 % 27.0 % 27.2 % (11.1) % ________ nm = not meaningful (a) Medical care ratio (MCR) is calculated as medical costs divided by premium revenue.
SELECTED OPERATING PERFORMANCE ITEMS The following summarizes select 2025 year-over-year operating comparisons to 2024 and other financial results. • Consolidated revenues grew 12%, UnitedHealthcare revenues grew 16% and Optum revenues grew 7%. • UnitedHealthcare served 415,000 more people domestically, driven by growth in fee-based commercial offerings and Medicare Advantage, partially offset by risk-based commercial offerings. • Earnings from operations of $19.0 billion compared to $32.3 billion last year, impacted by elevated medical cost trend, restructuring and other actions, gains related to business portfolio refinement in 2024, partially offset by net portfolio divestitures in 2025 and decreased impacts related to the Change Healthcare cyberattack. • Diluted earnings per common share was $13.23. • Cash flows from operations were $19.7 billion. 27 Table of Contents RESULTS SUMMARY The following table summarizes our consolidated results of operations and other financial information: (in millions, except percentages and per share data) For the Years Ended December 31, Change 2025 2024 2023 2025 vs. 2024 Revenues: Premiums $ 352,229 $ 308,810 $ 290,827 $ 43,419 14 % Products 53,380 50,226 42,583 3,154 6 Services 38,038 36,040 34,123 1,998 6 Investment and other income 3,920 5,202 4,089 (1,282) (25) Total revenues 447,567 400,278 371,622 47,289 12 Operating costs: Medical costs 313,995 264,185 241,894 49,810 19 Operating costs 59,592 53,013 54,628 6,579 12 Cost of products sold 50,655 46,694 38,770 3,961 8 Depreciation and amortization 4,361 4,099 3,972 262 6 Total operating costs 428,603 367,991 339,264 60,612 16 Earnings from operations 18,964 32,287 32,358 (13,323) (41) Interest expense (4,002) (3,906) (3,246) (96) 2 Loss on sale of subsidiary and subsidiaries held for sale (265) (8,310) — 8,045 (97) Earnings before income taxes 14,697 20,071 29,112 (5,374) (27) Provision for income taxes (1,890) (4,829) (5,968) 2,939 (61) Net earnings 12,807 15,242 23,144 (2,435) (16) Earnings attributable to noncontrolling interests (751) (837) (763) 86 (10) Net earnings attributable to UnitedHealth Group common shareholders $ 12,056 $ 14,405 $ 22,381 $ (2,349) (16) % Diluted earnings per share attributable to UnitedHealth Group common shareholders $ 13.23 $ 15.51 $ 23.86 $ (2.28) (15) % Medical care ratio (a) 89.1 % 85.5 % 83.2 % 3.6 % Operating cost ratio 13.3 13.2 14.7 0.1 Operating margin 4.2 8.1 8.7 (3.9) Tax rate 12.9 24.1 20.5 (11.2) Net earnings margin (b) 2.7 3.6 6.0 (0.9) Return on equity (c) 12.8 % 15.9 % 27.0 % (3.1) % ________ (a) Medical care ratio (MCR) is calculated as medical costs divided by premium revenue.
Medical Costs Payable Medical costs and medical costs payable include estimates of our obligations for medical care services rendered on behalf of consumers, but for which claims have either not yet been received or processed.
Critical accounting estimates involve judgments and uncertainties which are sufficiently sensitive and may result in materially different results under different assumptions and conditions. Medical Costs Payable Medical costs and medical costs payable include estimates of our obligations for medical care services rendered on behalf of consumers, but for which claims have either not yet been received or processed.
Average shareholders’ equity is calculated using the shareholders’ equity balance at the end of the preceding year and the shareholders’ equity balances at the end of each of the four quarters of the year presented. 2024 RESULTS OF OPERATIONS COMPARED TO 2023 RESULTS Consolidated Financial Results Revenues The increases in revenues were primarily driven by growth in Optum Rx, UnitedHealthcare’s domestic offerings and Optum Health, partially offset by the sale of UnitedHealthcare’s Brazil operations.
Average shareholders’ equity is calculated using the shareholders’ equity balance at the end of the preceding year and the shareholders’ equity balances at the end of each of the four quarters of the year presented. 2025 RESULTS OF OPERATIONS COMPARED TO 2024 RESULTS OF OPERATIONS Consolidated Financial Results Revenues The increases in revenues were primarily driven by growth in people served through Medicare Advantage and those with higher acuity needs within Medicaid, growth at Optum Rx and pricing trends.
We use these cash flows to expand our businesses through acquisitions, reinvest in our businesses through capital expenditures, repay debt and return capital to our shareholders through dividends and repurchases of our common stock. 30 Table of Contents Summary of our Major Sources and Uses of Cash and Cash Equivalents For the Years Ended December 31, Change (in millions) 2024 2023 2022 2024 vs. 2023 Sources of cash: Cash provided by operating activities $ 24,204 $ 29,068 $ 26,206 $ (4,864) Issuances of long-term debt and short-term borrowings, net of repayments 14,660 4,280 12,536 10,380 Proceeds from common share issuances 1,846 1,353 1,253 493 Customer funds administered — — 5,548 — Cash received for dispositions 2,041 685 3,414 1,356 Sales and maturities of investments, net of purchases 525 — — 525 Total sources of cash 43,276 35,386 48,957 7,890 Uses of cash: Cash paid for acquisitions and other transactions, net of cash assumed (13,408) (10,136) (21,458) (3,272) Common share repurchases (9,000) (8,000) (7,000) (1,000) Cash dividends paid (7,533) (6,761) (5,991) (772) Purchases of property, equipment and capitalized software (3,499) (3,386) (2,802) (113) Purchases of investments, net of sales and maturities — (1,777) (6,837) 1,777 Purchases of redeemable noncontrolling interests (280) (730) (176) 450 Loans to care providers - cyberattack, net of repayments (4,519) — — (4,519) Customer funds administered (1,560) (521) — (1,039) Other (3,312) (2,110) (2,737) (1,202) Total uses of cash (43,111) (33,421) (47,001) (9,690) Effect of exchange rate changes on cash and cash equivalents (61) 97 34 (158) Net increase in cash and cash equivalents, including cash within businesses held for sale $ 104 $ 2,062 $ 1,990 $ (1,958) Less: cash within businesses held for sale (219) — — (219) Net (decrease) increase in cash and cash equivalents $ (115) $ 2,062 $ 1,990 $ (2,177) 2024 Cash Flows Compared to 2023 Cash Flows Decreased cash flows provided by operating activities were primarily driven by CMS Medicare funding reductions, Change Healthcare cyberattack response actions, increased medical costs and changes in working capital accounts.
We use these cash flows to expand our businesses through acquisitions, reinvest in our businesses through capital expenditures, repay debt and return capital to our shareholders through dividends and repurchases of our common stock. 31 Table of Contents Summary of our Major Sources and Uses of Cash and Cash Equivalents For the Years Ended December 31, Change (in millions) 2025 2024 2023 2025 vs. 2024 Sources of cash: Cash provided by operating activities $ 19,697 $ 24,204 $ 29,068 $ (4,507) Issuances of long-term debt and short-term borrowings, net of repayments 726 14,660 4,280 (13,934) Proceeds from common share issuances 827 1,846 1,353 (1,019) Cash received for dispositions 561 2,041 685 (1,480) Sales and maturities of investments, net of purchases 361 525 — (164) Repayments of care provider loans - cyberattack 1,680 4,514 — (2,834) Customer funds administered 366 — — 366 Other 63 — — 63 Total sources of cash 24,281 47,790 35,386 (23,509) Uses of cash: Cash paid for acquisitions and other transactions, net of cash assumed (4,509) (13,408) (10,136) 8,899 Common share repurchases (5,545) (9,000) (8,000) 3,455 Cash dividends paid (7,916) (7,533) (6,761) (383) Purchases of property, equipment and capitalized software (3,622) (3,499) (3,386) (123) Purchases of investments, net of sales and maturities — — (1,777) — Purchases of redeemable noncontrolling interests (165) (280) (730) 115 Loans to care providers - cyberattack — (9,033) — 9,033 Originations and purchases of loans, net of repayments and maturities (2,815) (1,569) (1,051) (1,246) Customer funds administered — (1,560) (521) 1,560 Other (341) (1,743) (1,059) 1,402 Total uses of cash (24,913) (47,625) (33,421) 22,712 Effect of exchange rate changes on cash and cash equivalents 40 (61) 97 101 Net (decrease) increase in cash and cash equivalents, including cash within businesses held for sale $ (592) $ 104 $ 2,062 $ (696) Less: net increase in cash within businesses held for sale (355) (219) — (219) Net (decrease) increase in cash and cash equivalents $ (947) $ (115) $ 2,062 $ (915) 2025 Cash Flows Compared to 2024 Cash Flows Decreased cash flows provided by operating activities were driven by decreased cash flows from net earnings, partially offset by changes in working capital accounts, the impact of the sale of receivables and the impacts of the Change Healthcare cyberattack in 2024.
We endeavor to mitigate those 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.
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. Delivery System and Payment Modernization.
The results by segment were as follows: Optum Health Revenues at Optum Health increased primarily due to organic growth in patients served under value-based care arrangements.
The results by segment were as follows: Optum Health Revenues at Optum Health decreased primarily due to the conversion of risk-based contracts to fee-based, Medicare Advantage funding reductions and the profile of members served, partially offset by growth in patients served under value-based arrangements.
To price our health care benefits, products and services, we start with our view of expected future costs, including medical care patterns, inflation and labor market dynamics.
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.
Earnings from operations decreased due to Medicare Advantage funding reductions, the impacts of Medicaid redeterminations, member mix and incremental medical costs for accommodations to support care providers as a result of the Change Healthcare cyberattack, partially offset by gains related to business portfolio refinement, including strategic transactions, and the growth in the number of people served through Medicare Advantage and domestic commercial offerings.
Earnings from operations decreased primarily due to the impacts of Medicare Advantage funding reductions, elevated medical cost trend, gains related to business portfolio refinement in 2024, the impacts of market morbidity changes on our individual exchange offerings, other write-offs and settlements, and restructuring and other actions, partially offset by the incremental medical costs for accommodations to support care providers in 2024 as a result of the Change Healthcare cyberattack.
If actual claims submission rates from providers (which can be influenced by a number of factors, including provider mix and electronic versus manual submissions), actual care activity incurred (which can be influenced by pandemics or seasonal illnesses, such as influenza), or our claim processing patterns are different than estimated, our reserve estimates may be significantly impacted. 33 Table of Contents The following table illustrates the sensitivity of these factors and the estimated potential impact on our medical costs payable estimates for those periods as of December 31, 2024: Completion Factors (Decrease) Increase in Factors Increase (Decrease) In Medical Costs Payable (in millions) (0.75)% $ 973 (0.50) 647 (0.25) 322 0.25 (321) 0.50 (640) 0.75 (958) Medical Cost Per Member Per Month Trend Factors.
If actual claims submission rates from providers (which can be influenced by a number of factors, including provider mix and electronic versus manual submissions), actual care activity incurred (which can be influenced by pandemics or seasonal illnesses, such as influenza), or our claim processing patterns are different than estimated, our reserve estimates may be significantly impacted.
CRITICAL ACCOUNTING ESTIMATES Critical accounting estimates are those estimates requiring management to make challenging, subjective or complex judgments, often because they must estimate the effects of matters inherently uncertain and may change in subsequent periods. Critical accounting estimates involve judgments and uncertainties which are sufficiently sensitive and may result in materially different results under different assumptions and conditions.
However, we continually evaluate opportunities to expand our operations, which include internal development of new products, programs and technology applications and may include acquisitions. CRITICAL ACCOUNTING ESTIMATES Critical accounting estimates are those estimates requiring management to make challenging, subjective or complex judgments, often because they must estimate the effects of matters inherently uncertain and may change in subsequent 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.” Our 2025 benefit design approach contemplates these trends. In Medicaid, we believe the payment rate environment creates the risk of continued downward pressure on Medicaid margin percentages.
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”, which is contemplated in our 2026 benefit design approach.
Earnings from operations decreased primarily due to direct response costs and business disruption impacts related to the Change Healthcare cyberattack, partially offset by gains related to business portfolio refinement, including strategic transactions.
Earnings from operations decreased due to gains related to business portfolio refinement in 2024, lower volumes within business services and the impacts of restructuring and other actions, partially offset by decreased impacts related to the Change Healthcare cyberattack.
Other significant changes in sources or uses of cash year-over-year included increased net issuances 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, increased cash paid for acquisitions and other transactions, decreased customer funds administered and increased share repurchases.
Other significant changes in sources or uses of cash year-over-year included the net impacts of loans to care providers in response to the Change Healthcare cyberattack, decreased cash paid for acquisitions and other transactions, decreased common share repurchases and increased customer 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. 32 Table of Contents Financial Condition As of December 31, 2025, our cash, cash equivalent, available-for-sale debt securities and marketable equity securities balances of $74.7 billion included $24.4 billion of cash and cash equivalents (of which approximately $1.1 billion was available for general corporate use), $48.2 billion of debt securities and $2.1 billion of marketable equity securities.
Optum Rx 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 operating cost efficiencies and supply chain initiatives. Optum Rx fulfilled 1,623 million and 1,542 million adjusted scripts in 2024 and 2023, respectively.
Optum Rx Revenues at Optum Rx increased due to higher script volumes from both new clients and growth in existing clients and growth in pharmacy services.
These amounts exclude agreements cancelable without penalty and liabilities to the extent recorded in our Consolidated Balance Sheets as of December 31, 2024. • Other liabilities.
These amounts exclude agreements cancelable without penalty and liabilities to the extent recorded in our Consolidated Balance Sheets as of December 31, 2025. • Put and Call Options. See Note 12 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” for further detail. • Other liabilities.
Our U.S. regulated subsidiaries paid their parent companies dividends of $9.2 billion and $8.0 billion in 2024 and 2023, 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.
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. Our nonregulated businesses also generate significant cash flows from operations available for general corporate use.
Further information on our business and reportable segments is presented in Part I, Item 1, “Business” and in Note 14 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.” Change Healthcare Cyberattack As previously announced, on February 21, 2024, we identified that cybercrime threat actors had gained access to certain Change Healthcare information technology systems.
Further information on our business and reportable segments is presented in Part I, Item 1, “Business” and in Note 15 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.” 2026 Business Realignment On January 1, 2026, we realigned certain of our businesses to respond to changes in the markets we serve and the opportunities that are emerging as the health system evolves.
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.” Pending Acquisitions. As of December 31, 2024, we have entered into agreements to acquire companies in the health care sector, subject to regulatory approval and other customary closing conditions.
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.” We do not have other significant contractual obligations or commitments requiring cash resources.
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, we have continued to observe increased care patterns, which may continue in future periods.
We expect Medicaid membership losses in 2026 as a result of reduced Medicaid eligibility and the exit from one state. Medical Cost Trends. Our medical cost trends primarily relate to changes in unit costs, care activity and prescription drug costs. We have observed increased care patterns that are above what we expected and contemplated in our pricing and benefits design.
A significant downgrade in our credit ratings or adverse conditions in the capital markets may increase the cost of borrowing for us or limit our access to capital. 32 Table of Contents Share Repurchase Program.
A significant downgrade in our credit ratings or adverse conditions in the capital markets may increase the cost of borrowing for us or limit our access to capital. Regulatory Capital. As a result of an increased MCR impacting our regulated insurance and HMO subsidiaries, the specified levels of required statutory capital required to be maintained are expected to increase.
The MCR increased as a result of the revenue effects of the Medicare funding reductions, Medicaid timing mismatch between people’s health status and rates, upshift in hospital coding intensity, specialty pharmaceutical prescribing patterns, member mix and due to incremental medical costs for accommodations made to care providers as a result of the Change Healthcare cyberattack. 27 Table of Contents Operating Cost Ratio The operating cost ratio decreased primarily due to operating cost management and gains related to business portfolio refinement, including strategic transactions, partially offset by the impact of our direct response efforts to the Change Healthcare cyberattack and investments to support future growth.
The MCR increased as a result of the revenue effects of the Medicare funding reductions, elevated medical cost trend, the member profile 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 the impacts of market morbidity changes on our individual exchange offerings, partially offset by the incremental medical costs for accommodations made to care providers in 2024 as a result of the Change Healthcare cyberattack. 28 Table of Contents Operating Cost Ratio The operating cost ratio increased due to gains related to business portfolio refinement in 2024; investments to support future growth and the impacts of restructuring and other actions; partially offset by the revenue impacts of government programs, including the 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.
Medical Costs and MCR Medical costs increased primarily due to growth in people served through Medicare Advantage and domestic commercial offerings and member mix.
Medical Costs and MCR 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 those with higher acuity needs.
Earnings from operations increased due to gains related to business portfolio refinement, including strategic transactions, increased investment income and cost management initiatives, partially offset by Medicare Advantage funding reductions, costs associated with serving newly added patients under value-based care arrangements and medical care activity.
Earnings from operations decreased due to Medicare Advantage funding reductions; elevated medical cost trends; the member profile of newly added patients under value-based care arrangements; the impacts of restructuring and other actions, including the establishment a loss contract reserve related to anticipated future losses in 2026 for certain value-based care businesses; gains on dispositions in 2024; impacts of net portfolio divestitures in 2025; and reduced investment income; partially offset by cost management initiatives and incremental medical costs for accommodations to support care providers in 2024 as a result of the Change Healthcare cyberattack.
Removed
Upon detection of this outside threat, we isolated the impacted systems to protect our partners and customers. We have substantially mitigated the impact to consumers and care providers of the unprecedented cyberattack on the U.S. health system and restored or replaced the majority of the affected Change Healthcare services.
Added
Optum Financial, including Optum Bank, which was historically included in Optum Health, will now be included in Optum Insight. Our reportable segments will remain unchanged, with prior period segment financial information being recast to conform to the 2026 presentation, beginning with our Quarterly Report of Form 10-Q for the three months ended March 31, 2026 filed with the SEC.
Removed
To support care providers we provided interest-free loans of more than $9 billion through December 31, 2024.
Added
Net Portfolio Divestitures, Restructuring and Other Actions and Direct Response Costs - Cyberattack Net Portfolio Divestitures In the fourth quarter of 2025, the Company took various actions as a result of a strategic review of the Company’s assets and businesses to operationally advance and scale core businesses and initiatives, including the value-based care business at Optum Health.
Removed
For the year ended December 31, 2024, we incurred $2.2 billion of direct response costs, including costs associated with providing interest-free loans; increased medical care expenditures, as we suspended some care management activities to help care providers with their workflow processes; network restoration; and notifications of impacted persons.
Added
These actions primarily include losses on business exits and dispositions and other businesses held for sale and a gain on the deconsolidation of a business.
Removed
Optum Insight also experienced estimated business disruption impacts of $867 million for the year ended December 31, 2024, reflecting lost revenue while maintaining full readiness of the affected Change Healthcare services.
Added
As a result of the Company’s portfolio actions, the Company recorded a net gain of $568 million, which included a net gain of $1.5 billion at Optum Rx, partially offset by losses of $821 million and $68 million at Optum Health and Optum Insight, respectively.
Removed
We expect to continue to incur direct response costs and experience business disruption impacts at a lesser extent in 2025 as we work to bring transaction volumes back to pre-event levels and win new business. We have determined the estimated total number of individuals impacted by the Change Healthcare cyberattack is approximately 190 million.
Added
Gains and losses on portfolio actions were recorded within operating costs on the Consolidated Statements of Operations.
Removed
The vast majority of those people have already been provided individual or substitute notice. The final number will be confirmed and filed with the Office for Civil Rights. Change Healthcare is not aware of any misuse of individuals’ information as a result of this incident and has not seen electronic medical record databases appear in the data during the analysis.
Added
Restructuring and Other Actions Additionally, in the fourth quarter of 2025 the Company took restructuring and other actions that resulted in a total impact of $2.5 billion, which included real estate rationalization and workforce reductions of $746 million, contractual reassessments of $573 million, the establishment a loss contract reserve related to anticipated future losses in 2026 for certain value-based care businesses of $623 million, net valuation losses on equity securities of $329 million and the advance funding of the United Health Foundation of $250 million.
Removed
It is possible that future risks and uncertainties resulting from the Change Healthcare cyberattack, including risks related to impacted data, litigation, reputational harm, and regulatory actions could adversely affect our financial condition or results of operations. 24 Table of Contents Business Trends Our businesses participate in the United States and certain other international health markets.
Added
The $2.5 billion impact of the restructuring and other actions was a reduction to premium revenue of $122 million and investment and other income of $397 million, and increased medical costs $623 million and operating costs $1.4 billion on the Consolidated Statements of Operations.
Removed
We also observed an upshift in hospital coding intensity and an acceleration in the prescribing of certain high-cost medications in early response to the Inflation Reduction Act (IRA). We expect these additional factors to continue into future periods.
Added
The impacts by reportable segment were $153 25 Table of Contents million, $1.7 billion, $236 million and $389 million, for UnitedHealthcare, Optum Health, Optum Insight and Optum Rx, respectively.
Removed
As a result of the Change Healthcare cyberattack, we incurred medical costs related to the impact of the temporary suspension of some care management activities, impacting our UnitedHealthcare and Optum Health businesses, to help care providers with their workflow processes. Early in the second quarter we resumed these activities.
Added
The net impact on 2026 cash flows as a result of the restructuring actions taken in 2025 is not expected to be material, with accruals recorded in 2025 resulting in operating cash outflows, offset by investing cash inflows related sales of businesses that are held for sale.
Removed
For the year ended December 31, 2024, medical costs related to the temporary suspension of some care management activities were approximately $640 million. Medicaid Redeterminations.
Added
Direct Response Costs – Cyberattack To support care providers impacted by the Change Healthcare cyberattack that occurred on February 21, 2024, the Company provided interest-free loans.
Removed
Medicaid redeterminations have impacted the number of people served through our Medicaid offerings, partially offset by an increase in consumers served through our commercial offerings as we endeavor to ensure that people and families have continued access to care.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe following tables summarize the impact of hypothetical changes in market interest rates across the entire yield curve by 1% point or 2% points as of December 31, 2024 and 2023 on our investment income and interest expense per annum and the fair value of our investments and debt (in millions, except percentages): December 31, 2024 Increase (Decrease) in Market Interest Rate Investment Income Per Annum Interest Expense Per Annum Fair Value of Financial Assets Fair Value of Financial Liabilities 2 % $ 666 $ 537 $ (4,151) $ (8,866) 1 333 268 (2,182) (4,828) (1) (333) (252) 2,082 5,831 (2) (666) (503) 4,311 12,935 December 31, 2023 Increase (Decrease) in Market Interest Rate Investment Income Per Annum Interest Expense Per Annum Fair Value of Financial Assets Fair Value of Financial Liabilities 2% $ 688 $ 393 $ (3,642) $ (8,142) 1 344 196 (1,871) (4,444) (1) (344) (180) 1,954 5,391 (2) (688) (360) 3,964 11,992 Note: The impact of hypothetical changes in interest rates may not reflect the full 100 or 200 basis point change on interest income and interest expense or on the fair value of financial assets and liabilities as the rates are assumed to not fall below zero.
Biggest changeThe following tables summarize the impact of hypothetical changes in market interest rates across the entire yield curve by 1% point or 2% points as of December 31, 2025 and 2024 on our investment income and interest expense per annum and the fair value of our investments and debt (in millions, except percentages): December 31, 2025 Increase (Decrease) in Market Interest Rate Investment Income Per Annum Interest Expense Per Annum Fair Value of Financial Assets Fair Value of Financial Liabilities 2 % $ 690 $ 547 $ (4,218) $ (9,325) 1 345 273 (2,150) (5,078) (1) (345) (258) 2,172 6,127 (2) (690) (514) 4,334 13,588 December 31, 2024 Increase (Decrease) in Market Interest Rate Investment Income Per Annum Interest Expense Per Annum Fair Value of Financial Assets Fair Value of Financial Liabilities 2% $ 666 $ 537 $ (4,151) $ (8,866) 1 333 268 (2,182) (4,828) (1) (333) (252) 2,082 5,831 (2) (666) (503) 4,311 12,935 Note: The impact of hypothetical changes in interest rates may not reflect the full 100 or 200 basis point change on interest income and interest expense or on the fair value of financial assets and liabilities as the rates are assumed to not fall below zero.
Also as of December 31, 2024, $27 billion of our financial liabilities, which include debt and deposit liabilities, were at interest rates which vary with market rates, either directly or through the use of related interest rate swap contracts. The fair value of our fixed-rate investments and debt also varies with market interest rates.
Also as of December 31, 2025, $27 billion of our financial liabilities, which include debt and deposit liabilities, were at interest rates which vary with market rates, either directly or through the use of related interest rate swap contracts. The fair value of our fixed-rate investments and debt also varies with market interest rates.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our primary market risks are exposures to changes in interest rates impacting our investment income and interest expense and the fair value of certain of our fixed-rate investments and debt.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our primary market risks are exposures to changes in interest rates impacting our investment income and interest expense and the fair value of certain of our fixed-rate investments, including our loan receivables, and debt.
As of December 31, 2024, we had $33 billion of financial assets on which the interest rates received vary with market interest rates, which may significantly impact our investment income.
As of December 31, 2025, we had $34 billion of financial assets on which the interest rates received vary with market interest rates, which may significantly impact our investment income.
As of December 31, 2024, $46 billion of our investments were fixed-rate debt securities and $49 billion of our debt was non-swapped fixed-rate term debt. An increase in market interest rates decreases the market value of fixed-rate investments and fixed-rate debt. Conversely, a decrease in market interest rates increases the market value of fixed-rate investments and fixed-rate debt.
As of December 31, 2025, $48 billion of our investments were fixed-rate debt securities and $51 billion of our debt was non-swapped fixed-rate term debt. An increase in market interest rates decreases the market value of fixed-rate investments and fixed-rate debt. Conversely, a decrease in market interest rates increases the market value of fixed-rate investments and fixed-rate debt.
As of December 31, 2024, we had $4.9 billion of investments in equity securities, primarily consisting of venture investments and employee savings plan related investments. 36 Table of Contents
As of December 31, 2025, we had $5.5 billion of investments in equity securities, primarily consisting of venture investments and employee savings plan related investments. 37 Table of Contents

Other UNH 10-K year-over-year comparisons