UnitedHealth Group UNH Form 10-Q filing Q3 FY2026

PART I

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We manage exposure to market interest rates by diversifying investments across different fixed-income market sectors and debt across maturities, as well as by matching a portion of our floating-rate assets and liabilities, either directly or through the use of interest rate swap contracts. Unrealized gains and losses on investments in available-for-sale debt securities are reported in comprehensive income.

The following table summarizes the impact of hypothetical changes in market interest rates across the entire yield curve by 1% point or 2% points as of September 30, 2026 on our investment income and interest expense per annum, and the fair value of our investments and debt (in millions, except percentages):

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.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

In connection with the filing of this quarterly report on Form 10-Q, management evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2026. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2026.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

A description of our legal proceedings is included in and incorporated by reference to Note 7 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” of our 2025 10-K, which could materially affect our business, financial condition or future results. The risks described in our 2025 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

There have been no material changes to the risk factors as disclosed in our 2025 10-K.

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

Issuer Purchases of Equity Securities (a)

Third Quarter 2026

• (in millions)
• (in millions)_

(a) In November 1997, our Board of Directors adopted a share repurchase program, which the Board of Directors evaluates periodically. In November 2026, the Board of Directors amended our share repurchase program to authorize the repurchase of up to 50 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 2024 renewal of the program. 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.

ITEM 5. OTHER INFORMATION

Trading Arrangements

During the quarter ended September 30, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any non-Rule 10b5-1 trading arrangement.

Item 6. Exhibits

ITEM 6. EXHIBITS*

The following exhibits are filed or incorporated by reference herein in response to Item 601 of Regulation S-K. The Company files Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K pursuant to the Securities Exchange Act of 1934 under Commission File No. 1-10864.

* Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of instruments defining the rights of certain holders of long-term debt are not filed. The Company will furnish copies thereof to the SEC upon request.

Item 1. Financial Statements (unaudited)

ITEM 1. FINANCIAL STATEMENTS

UnitedHealth Group

See Notes to the Condensed Consolidated Financial Statements

UnitedHealth Group

See Notes to the Condensed Consolidated Financial Statements

UnitedHealth Group

See Notes to the Condensed Consolidated Financial Statements

UnitedHealth Group

See Notes to the Condensed Consolidated Financial Statements

UnitedHealth Group

See Notes to the Condensed Consolidated Financial Statements

UnitedHealth Group

See Notes to the Condensed Consolidated Financial Statements

UnitedHealth Group

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation

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

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

Use of Estimates

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

Revenues - Products and Services

As of September 30, 2026 and December 31, 2025, accounts receivable related to products and services were $9.6 billion and $9.7 billion, respectively. As of September 30, 2026, revenue expected to be recognized in any future year related to remaining performance obligations, excluding revenue pertaining to contracts having an original expected duration of one year or less, contracts where revenue is recognized as invoiced and contracts with variable consideration related to undelivered performance obligations, was $10.2 billion, of which more than half is expected to be recognized in the next three years.

Receivables Financing Facility

The Company has a $2.2 billion 364-day uncommitted revolving receivables financing facility under which certain receivables may be sold to financial institutions. During the three and nine months ended September 30, 2026, the Company sold $2.8 billion and $5.9 billion of receivables under the receivables financing facility. As of September 30, 2026, $5.5 billion was collected from counterparties, with $1.5 billion not yet remitted to financial institutions. During the nine months ended September 30, 2026, the Company also remitted $2.0 billion to financial institutions related to receivables sold in 2025. This was comprised of $1.0 billion collected but not remitted in 2025 and an additional $1.0 billion collected in 2026. The loss on discounted receivables was immaterial for the three and nine months ended September 30, 2026.

Net Portfolio Divestitures and Restructuring and Other Actions

Net Portfolio Divestitures

In the fourth quarter of 2025, the Company took various actions as a result of a strategic review of its assets and businesses aimed at advancing and scaling its core operations, including the value-based care business at Optum Health. For the three and nine months ended September 30, 2026, these actions resulted in a gain of $224 million and $415 million, respectively. For the three months ended September 30, 2026, these actions included net gains on businesses held for sale and a gain on an asset sale, partially offset by incremental losses on our remaining South American operations. For the nine months ended September 30, 2026, these actions included a net gain on the sales of businesses previously classified as held for sale as of December 31, 2025 and a gain on an asset sale, partially offset by incremental losses on businesses held for sale. By segment, third quarter impacts consisted of net gains of $141 million and $85 million at UnitedHealthcare and Optum Health, respectively, partially offset by net losses of $2 million at Optum Insight. Year-to-date impacts consisted of gains of $522 million, $141 million and $8 million at Optum Insight, UnitedHealthcare and Optum Rx, respectively, partially offset by a net loss of $256 million at Optum Health.

Gains and losses on portfolio actions were recorded within operating costs on the Condensed Consolidated Statements of Operations.

Restructuring and Other Actions

For the three and nine months ended September 30, 2026, restructuring and other actions included a net decrease in loss contract reserves of $95 million and $282 million, respectively, and net valuation (losses) gains on equity securities of $(21) million and $39 million, respectively, while the year-to-date results also included a $400 million contribution to the United Health Foundation funded by the cash gain on the disposition of an Optum Insight business. By segment, the third quarter impacts were $62 million and $12 million at Optum Health and Optum Insight, respectively. Year-to-date impacts were $327 million at Optum Insight, partially offset by $248 million at Optum Health. For the three months ended September 30, 2026, these items decreased investment and other income by $21 million and decreased medical costs by $95 million. For the nine months ended September 30, 2026, these items increased operating costs by $415 million, partially offset by a $54 million increase to investment and other income and $282 million decrease in medical costs, as reflected on the Condensed Consolidated Statements of Operations.

2. Investments

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

The Company held $6.0 billion and $5.5 billion of equity securities as of September 30, 2026 and December 31, 2025, respectively. The Company’s investments in equity securities primarily consist of venture investments and employee savings plan related investments. The carrying values of equity securities held at fair value on a non-recurring basis were $3.7 billion and $3.3 billion, including cumulative net unrealized gains of $917 million and $846 million, as of September 30, 2026 and December 31, 2025, respectively.

Additionally, the Company’s investments included $4.0 billion and $3.8 billion of equity method investments primarily in operating businesses in the health care sector as of September 30, 2026 and December 31, 2025, respectively. The allowance for credit losses on held-to-maturity securities at September 30, 2026 and December 31, 2025 was not material.

The amortized cost and fair value of debt securities as of September 30, 2026, by contractual maturity, were as follows:

The fair value of available-for-sale debt securities with gross unrealized losses by major security type and length of time that individual securities have been in a continuous unrealized loss position were as follows:

The Company’s unrealized losses from debt securities as of September 30, 2026 were generated from approximately 38,000 positions out of a total of 42,000 positions. The Company believes that it will timely collect the principal and interest due on its debt securities that have an amortized cost in excess of fair value. The unrealized losses were primarily caused by interest rate increases rather than unfavorable changes in the credit quality of these securities. At each reporting period, the Company evaluates available-for-sale debt securities for any credit-related impairment when the fair value of the investment is less than its amortized cost. The Company evaluated the expected cash flows, the underlying credit quality and credit ratings of the issuers, noting no significant credit deterioration since purchase. As of September 30, 2026, the Company did not have the intent to sell any of the available-for-sale debt securities in an unrealized loss position. Therefore, the Company believes these losses to be temporary. The allowance for credit losses on available-for-sale debt securities at September 30, 2026 and December 31, 2025 was not material.

3. Fair Value

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

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

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

There were no transfers in or out of Level 3 financial assets or liabilities during the nine months ended September 30, 2026 or 2025.

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

Nonfinancial assets and liabilities or financial assets and liabilities that are measured at fair value on a nonrecurring basis are subject to fair value adjustments only in certain circumstances, such as when the Company records an impairment. The assets and liabilities within businesses held for sale as of September 30, 2026 were measured at the lower of carrying value or fair value less cost to sell. Fair value is measured based upon unobservable amounts, such as estimated selling price derived from Company-specific information, market conditions and third-party indications. There were no significant fair value adjustments for assets and liabilities recorded during the nine months ended September 30, 2026 or 2025.

4. Medical Costs Payable

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

For the nine months ended September 30, 2026, prior years’ medical cost reserve development was driven by a favorable respiratory illness season along with various other individually insignificant factors. For the nine months ended September 30, 2025, prior years’ medical cost reserve development did not include any individually significant factors. Medical costs payable included reserves for claims incurred by consumers but not yet reported to the Company of $26.7 billion at both September 30, 2026 and December 31, 2025.

5. Short-Term Borrowings and Long-Term Debt

As of September 30, 2026, the Company had $2.9 billion of commercial paper outstanding, with a weighted-average annual interest rate of 3.9%. For more information on the Company’s short-term borrowings, debt covenants and long-term debt, see Note 8 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in the 2025 10-K.

6. Shareholders’ Equity

Dividends

In June 2026, the Company’s Board of Directors increased the Company’s quarterly cash dividend to shareholders to an annual rate of $9.28 compared to $8.84 per share which the Company had paid since June 2025. Declaration and payment of future quarterly dividends is at the discretion of the Board of Directors and may be adjusted as business needs or market conditions change.

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

Forward Share Repurchase Contracts

During the nine months ended September 30, 2026, the Company entered into forward contracts with a counterparty to repurchase up to $2.0 billion of its common stock, which were settled on July 1, 2026. During the nine months ended September 30, 2026, the counterparty completed the purchase of 6.4 million shares at an average price of $312.73 per share. The calculation of basic and diluted earnings per share includes an immaterial reduction to net earnings attributable to UnitedHealth Group common shareholders for undistributed earnings attributable to the shares held by the counterparty for the nine months ended September 30, 2026.

Share Repurchase Program

In November 2026, the Company’s Board of Directors amended the Company’s share repurchase program to authorize the repurchase of up to 50 million shares of Common Stock, in addition to all remaining shares authorized to be repurchased under the Board’s 2024 renewal of the program.

7. Commitments and Contingencies

Legal Matters

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

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

Government Investigations, Audits and Reviews

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

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

Income Taxes - Internal Revenue Service Exams

On March 6, 2026, the Company received Notices of Proposed Adjustment (“NOPAs”) from the IRS for transactions undertaken during the 2017 through 2020 tax years involving intercompany transfer pricing with a foreign subsidiary. The IRS is seeking to significantly increase taxable income for each of the applicable periods and could also seek similar adjustments for subsequent years after 2020. The Company disagrees with the IRS’s proposed adjustments, believes its tax positions are properly supported, and intends to vigorously contest the position taken by the IRS and pursue all available administrative and judicial remedies. As of September 30, 2026, the Company believes its reserves for uncertain tax positions are adequate based on current available information. For more information on the Company’s income taxes, see Note 9 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in the 2025 10-K.

Other Commitments

On July 2, 2026, the Company completed an acquisition for $3.0 billion, with $1.5 billion of cash and the remaining $1.5 billion payable within one year. The payable was outstanding as of September 30, 2026.

8. Held for Sale and Dispositions

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

The Company initiated various other dispositions in the fourth quarter of 2025. Dispositions not yet closed as of September 30, 2026 are classified as held for sale. Losses related to these actions are included within operating costs on the Condensed Consolidated Statements of Operations.

The assets and liabilities of the held for sale disposal groups as of September 30, 2026, were as follows:

(1) Includes the effect of $964 million of cumulative foreign currency translation losses and $281 million of noncontrolling interests for the South American businesses held for sale.

During the nine months ended September 30, 2026, the Company completed dispositions of businesses that were classified as held for sale in the fourth quarter of 2025 for $1.1 billion of cash. The businesses held assets of $1.2 billion, liabilities of $445 million and had cumulative foreign currency translation gains of $160 million. As a result of the dispositions, the Company recorded a net gain of $211 million, which was included within operating costs on the Condensed Consolidated Statements of Operations, with a gain of $525 million at Optum Insight and an incremental loss of $314 million at Optum Health. The Company contributed $400 million of the proceeds from the disposition within Optum Insight to the United Health Foundation.

9. Segment Financial Information

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

2026 Business Realignment

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

The following tables present reportable segment financial information:

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

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

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

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

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read together with the accompanying Condensed Consolidated Financial Statements and Notes and with our 2025 10-K, including the Consolidated Financial Statements and Notes included in Part II, Item 8, “Financial Statements and Supplementary Data” in that report. Unless the context indicates otherwise, references to the terms “UnitedHealth Group,” the “Company,” “we,” “our” or “us” used throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations refer to UnitedHealth Group Incorporated and its consolidated subsidiaries.

Readers are cautioned that the statements, estimates, projections or outlook contained in this Management's Discussion and Analysis of Financial Condition and Results of Operations, including discussions regarding financial prospects, economic conditions, trends and uncertainties contained in this Item 2, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA). These forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations expressed or implied in the forward-looking statements. A description of some of the risks and uncertainties is set forth in Part I, Item 1A, “Risk Factors” in our 2025 10-K and in the discussion below.

EXECUTIVE OVERVIEW

General

UnitedHealth Group is a health care and well-being company with a mission to help people live healthier lives and help make the health system work better for everyone. Our two distinct, yet complementary businesses — Optum and UnitedHealthcare — are working to help build a modern, high-performing health system through improved access, affordability, outcomes and experiences for the individuals and organizations we are privileged to serve.

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.

Further information on our business is presented in Part I, Item 1, “Business” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 10-K and additional information on our segments can be found in this Item 2 and in Note 9 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.

Net Portfolio Divestitures and Restructuring and Other Actions

Net Portfolio Divestitures

In the fourth quarter of 2025, the Company took various actions as a result of a strategic review of its assets and businesses aimed at advancing and scaling its core operations, including the value-based care business at Optum Health. For the three and nine months ended September 30, 2026, these actions resulted in a gain of $224 million and $415 million, respectively. For the three months ended September 30, 2026, these actions included net gains on businesses held for sale and a gain on an asset sale, partially offset by incremental losses on our remaining South American operations. For the nine months ended September 30, 2026, these actions included a net gain on the sales of businesses previously classified as held for sale as of December 31, 2025 and a gain on an asset sale, partially offset by incremental losses on businesses held for sale. By segment, third quarter impacts consisted of net gains of $141 million and $85 million at UnitedHealthcare and Optum Health, respectively, partially offset by net losses of $2 million at Optum Insight. Year-to-date impacts consisted of gains of $522 million, $141 million and $8 million at Optum Insight, UnitedHealthcare and Optum Rx, respectively, partially offset by a net loss of $256 million at Optum Health. Gains and losses on portfolio actions were recorded within operating costs on the Condensed Consolidated Statements of Operations.

Restructuring and Other Actions

For the three and nine months ended September 30, 2026, restructuring and other actions included a net decrease in loss contract reserves of $95 million and $282 million, respectively, and net valuation (losses) gains on equity securities of $(21) million and $39 million, respectively, while the year-to-date results also included a $400 million contribution to the United Health Foundation funded by the cash gain on the disposition of an Optum Insight business. By segment, the third quarter impacts were $62 million and $12 million at Optum Health and Optum Insight, respectively. Year-to-date impacts were $327 million at Optum Insight, partially offset by $248 million at Optum Health. For the three months ended September 30, 2026, these items decreased investment and other income by $21 million and decreased medical costs by $95 million. For the nine months ended September 30, 2026, these items increased operating costs by $415 million, partially offset by a $54 million increase to investment and other income and $282 million decrease in medical costs, as reflected on the Condensed Consolidated Statements of Operations.

Business Trends

Our businesses participate primarily in the United States health markets. We expect overall spending on health care to continue to grow in the future, due to inflation, medical technology and pharmaceutical advancement, regulatory requirements, demographic trends in the population and national interest in health and well-being. The rate of market growth may be affected by a variety of factors, including macroeconomic conditions and regulatory changes, which could impact our results of operations, including our continued efforts to control health care costs.

Pricing Trends. To price our health care benefits, products and services, we start with our view of expected future costs, including medical care patterns, the mix and health status of people served, inflation and labor market dynamics. 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 thresholds and similar revenue adjustments. We seek to balance growth and profitability across all these dimensions.

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

Medicare Advantage funding continues to be pressured, as discussed below in “Regulatory Trends and Uncertainties,” and we have observed a continued increase in care patterns and health care unit costs as discussed below in “Medical Cost Trends,” which we have contemplated in both our 2026 and 2027 benefit design approach. Continued funding pressures have resulted in benefit and pricing actions, causing contraction in our Medicare Advantage membership.

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

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

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

Regulatory Trends and Uncertainties

Medicare Advantage Rates. Medicare Advantage rate notices for numerous years have resulted in industry base rates well below the industry forward medical cost trend. While the Final Notice for 2027 moved towards the expected industry forward medical cost trend, it remains below. The compounding impact of multi-year rate shortfalls has created sustained pressure on the Medicare Advantage program. Further, substantial revisions to the risk adjustment model, which serves to adjust rates to reflect a patient’s health status and care resource needs, have resulted and will continue to result in reduced funding and potentially benefits for people, especially those with some of the greatest health and social challenges.

As a result of ongoing Medicare funding pressures, there are adjustments we can make to partially offset these rate pressures and reductions for a particular period. For example, we can seek to intensify our medical and operating cost management, make changes to the size and composition of our care provider networks, adjust member benefits and implement or increase the member premiums supplementing the monthly payments we receive from the government. Additionally, we decide annually on a county-by-county basis where we will offer Medicare Advantage plans.

SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMS

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

• Consolidated revenues were consistent, with UnitedHealthcare and Optum revenues lower by 1% and 3%, respectively.
• UnitedHealthcare served 1.8 million fewer people due to benefit design and pricing actions and reduced Medicaid eligibility and the exit from one state.
• Consolidated earnings from operations of $6.6 billion compared to $4.3 billion last year.
• Diluted earnings per common share were $4.56.
• Cash flows from operations for the nine months ended September 30, 2026 were $25.1 billion.

RESULTS SUMMARY

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

(a)Medical care ratio (MCR) is calculated as medical costs divided by premium revenue.

(b)Net earnings margin attributable to UnitedHealth Group shareholders.

(c)Return on equity is calculated as annualized net earnings attributable to UnitedHealth Group common shareholders divided by average shareholders’ equity. Average shareholders’ equity is calculated using the shareholders’ equity balance at the end of the preceding year and the shareholders’ equity balances at the end of each of the quarters in the year presented.

2026 RESULTS OF OPERATIONS COMPARED TO 2025 RESULTS OF OPERATIONS

Consolidated Financial Results

Revenues

For the three months ended September 30, 2026 revenues decreased due to fewer people served through Medicare Advantage, commercial risk-based offerings, Medicaid and value-based arrangements at Optum Health, partially offset by pricing trends at UnitedHealthcare. For the nine months ended September 30, 2026, revenues increased primarily due to pricing trends at UnitedHealthcare, partially offset by decreased people served through Medicare Advantage, commercial risk-based offerings, Medicaid and value-based arrangements at Optum Health.

Medical Costs and MCR

Medical costs decreased primarily due to fewer people served across UnitedHealthcare and Optum Health and favorable prior period reserve development, partially offset by elevated medical cost trend which remains above historical levels and continues to be affected by higher provider reimbursement under the No Surprises Act and increased service and coding intensity in commercial.

The MCR decreased due to favorable prior period reserve development, affordability and medical cost management initiatives, pricing trends and benefit design changes, partially offset by medical cost trend which remains above historical levels and continues to be affected by higher provider reimbursement under the No Surprises Act and increased service and coding intensity in commercial.

Operating Cost Ratio

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

Reportable Segments

See Note 9 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report for more information on our segments. We utilize various metrics to evaluate and manage our reportable segments, including people served by UnitedHealthcare by major market segment and funding arrangement, people served by Optum Health and adjusted scripts for Optum Rx. These metrics are the main drivers of revenue, earnings and cash flows at each business. The metrics also allow management and investors to evaluate and understand business mix, including the level and scope of services provided to people, and pricing trends when comparing the metrics to revenue by segment.

2026 Business Realignment

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

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

nm = not meaningful

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

UnitedHealthcare

The following table summarizes UnitedHealthcare revenues by business:

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

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

Optum

Total revenues decreased due to Optum Health, partially offset by growth in Optum Rx and Optum Insight. Earnings from operations increased due to earnings growth across Optum. The results by segment were as follows:

Optum Health

Revenues at Optum Health decreased primarily due to fewer patients served under value-based arrangements and the impact of dispositions, partially offset by the impact of business combinations. Earnings from operations increased due to cost management, pricing trends, increased favorable reserve development and a net decrease in loss contract reserves, partially offset by continued elevated medical cost trends. Earnings from operations for the three months ended September 30, 2026, also increased due to the impact of net portfolio divestitures. For the nine months ended September 30, 2026, the increase in Optum Health earnings from operations was partially offset by the impact of net portfolio divestitures. Optum Health served approximately 92 million people and 93 million people as of September 30, 2026 and September 30, 2025, respectively.

Optum Insight

Revenues and earnings from operations at Optum Insight increased due to elevated investment and other income and growth in business and technology services. Earnings from operations for the nine months ended September 30, 2026 also increased due to net portfolio divestitures in 2026, partially offset by the impacts of restructuring and other actions and investments to support future growth.

Optum Rx

Revenues at Optum Rx increased due to growth in retail and specialty pharmacy, partially offset by reduced script volume as a result of the contraction in people served at UnitedHealthcare. Earnings from operations increased due to growth in specialty pharmacy, partially offset by the impact of reduced script volumes. Optum Rx fulfilled 393 million and 414 million adjusted scripts in the third quarters of 2026 and 2025, respectively.

LIQUIDITY, FINANCIAL CONDITION AND CAPITAL RESOURCES

Liquidity

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

2026 Cash Flows Compared to 2025 Cash Flows

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

Financial Condition

As of September 30, 2026, our cash, cash equivalent, available-for-sale debt securities and marketable equity securities balances of $78.3 billion included approximately $25.8 billion of cash and cash equivalents (of which $1.2 billion was available for general corporate use), $50.3 billion of debt securities and $2.2 billion of investments in marketable equity securities. Additionally, we had $11.5 billion of loan receivables as of September 30, 2026. Given the significant portion of our portfolio held in cash and cash equivalents, we do not anticipate fluctuations in the aggregate fair value of our financial assets to have a material impact on our liquidity or capital position.

Our available-for-sale debt securities portfolio had a weighted-average duration of 4.3 years and a weighted-average credit rating of “Double A” as of September 30, 2026. When multiple credit ratings are available for an individual security, the average of the available ratings is used to determine the weighted-average credit rating.

Capital Resources and Uses of Liquidity

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

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

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

Long-Term Debt. Periodically, we access capital markets and issue long-term debt for general corporate purposes, such as to meet our working capital requirements, to refinance debt, to finance acquisitions or for share repurchases. For more information on our long-term debt, see Note 5 of the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report and Note 8 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in our 2025 10-K.

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

Moody’s S&P Global Fitch A.M. 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. 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. Our regulated insurance and HMO subsidiaries have specified levels of statutory capital required to be maintained, which fluctuates based upon premiums received and the MCR of the regulated subsidiary. We have various agreements with reinsurers that could limit our risk of loss under certain circumstances, thus reducing our capital and surplus requirements. These agreements do not qualify for reinsurance accounting and are therefore accounted for under deposit accounting.

Share Repurchase Program. During the nine months ended September 30, 2026, we repurchased approximately 13.8 million shares at an average price of $359.55 per share, including 6.4 million shares purchased at an average price of $312.73 per share pursuant to forward share repurchase contracts that were settled on July 1, 2026. See Note 6 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report for more information on the Company’s forward share repurchase contracts.

As of September 30, 2026, we had Board of Directors’ authorization to purchase up to 7.2 million shares of our common stock. The Board of Directors from time to time may further amend the share repurchase program in order to increase the authorized number of shares which may be repurchased under the program.

Dividends. In June 2026, our Board of Directors increased our quarterly cash dividend to an annual rate of $9.28 compared to $8.84 per share which we had paid since June 2025. For more information on our dividend, see Note 6 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.

For additional liquidity discussion, see Note 10 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part II, Item 7 in our 2025 10-K.

RECENTLY ISSUED ACCOUNTING STANDARDS

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

CRITICAL ACCOUNTING ESTIMATES

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

Our critical accounting estimates include medical costs payable and goodwill. For a detailed description of our critical accounting estimates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part II, Item 7 in our 2025 10-K. For a detailed discussion of our significant accounting policies, see Note 2 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in our 2025 10-K.