UNITEDHEALTH GROUP INC

9. Income Taxes

The current income tax provision reflects the tax consequences of revenues and expenses currently taxable or deductible on various income tax returns for the year reported. The deferred income tax provision or benefit generally reflects the net change in deferred income tax assets and liabilities during the year, excluding any deferred income tax assets and liabilities of acquired businesses.

The components of income before income taxes, based upon tax jurisdiction, for the years ended December 31 are as follows:

The components of the provision for income taxes for the years ended December 31 are as follows:

The reconciliation of the tax provision at the U.S. federal statutory rate to the provision for income taxes and the effective tax rate for the year ended December 31, 2025 is as follows:

(a)Comprised primarily of tax rate differential in Ireland and tax attributes in Luxembourg.

(b)State taxes in California, Florida, New York and Massachusetts contributed to the majority of the tax effect in this category.

(c)Comprised primarily of tax impacts of net portfolio divestitures.

The reconciliation of the tax provision at the U.S. federal statutory rate to the provision for income taxes and the effective tax rate for the years ended December 31 are as follows:

Taxes Paid

A summary of total taxes paid for the year ended December 31, 2025 is as follows:

(a) Comprised primarily of taxes paid to Ireland.

Deferred income tax assets and liabilities are recognized for the differences between the financial and income tax reporting bases of assets and liabilities based on enacted tax rates and laws. The components of deferred income tax assets and liabilities as of December 31 are as follows:

Valuation allowances are provided when it is considered more likely than not deferred tax assets will not be realized. The valuation allowances primarily relate to future tax benefits on certain federal, state and non-U.S. net operating loss carryforwards. Substantially all of the federal net operating loss carryforwards have indefinite carryforward periods; state net operating loss carryforwards expire beginning in 2026 through 2045, with some having an indefinite carryforward period. Additionally, as of December 31, 2025 and 2024, the Company has historical non-U.S. net operating loss carryforwards for which a deferred tax asset and valuation allowance of $5.2 billion and $4.1 billion, respectively, are not established because realization of the loss carryforwards is remote.

As of December 31, 2025, except for subsidiaries held for sale, the Company’s undistributed earnings from non-U.S. subsidiaries are intended to be indefinitely reinvested in non-U.S. operations, and therefore no U.S. deferred taxes have been recorded. Taxes payable on the remittance of such earnings would be minimal.

A reconciliation of the beginning and ending amount of unrecognized tax benefits as of December 31 is as follows:

The Company classifies net interest and penalties associated with uncertain income tax positions as income taxes within its Consolidated Statements of Operations. During the years ended December 31, 2025, 2024 and 2023, the Company recognized $104 million, $210 million and $177 million of net interest and penalties, respectively. The Company had $741 million and $637 million of accrued interest and penalties for uncertain tax positions as of December 31, 2025 and 2024, respectively. These amounts are not included in the reconciliation above. As of December 31, 2025, there were $2.8 billion of unrecognized tax benefits which, if recognized, would affect the effective tax rate.

The Company currently files income tax returns in the United States, various states and localities and non-U.S. jurisdictions. The U.S. Internal Revenue Service (IRS) has completed exams on the consolidated income tax returns for fiscal years 2016 and prior. The Company’s 2017 through 2023 tax years are under exam by the IRS, with the 2017 through 2020 tax years under the IRS’s Compliance Assurance Process. The Company is no longer subject to state income tax examinations prior to the 2015 tax year. The Company is subject to examination in non-U.S. jurisdictions for years 2015 and forward.

10. Shareholders' Equity

Regulatory Capital and Dividend Restrictions

The Company’s regulated insurance and HMO subsidiaries are subject to regulations and standards in their respective jurisdictions. These standards, among other things, require these subsidiaries to maintain specified levels of statutory capital, as defined by each jurisdiction, and restrict the timing and amount of dividends and other distributions which may be paid to their parent companies. In the United States, most of these state regulations and standards are generally consistent with model regulations established by the NAIC. These standards generally permit dividends to be paid from statutory unassigned surplus of the regulated subsidiary and are limited based on the regulated subsidiary’s level of statutory net income and statutory capital and surplus. These dividends are referred to as “ordinary dividends” and generally may be paid without prior regulatory approval. If the dividend, together with other dividends paid within the preceding twelve months, exceeds a specified statutory limit or is paid from sources other than earned surplus, it is generally considered an “extraordinary dividend” and must receive prior regulatory approval.

For the year ended December 31, 2025, the Company’s domestic insurance and HMO subsidiaries received capital infusions from its parent companies, net of dividends, of $535 million. Dividends paid by the subsidiaries to their parent companies included $893 million of extraordinary dividends. For the year ended December 31, 2024, the Company’s domestic insurance and HMO subsidiaries paid their parent companies dividends, net of capital infusions, of $9.2 billion, including $2.6 billion of extraordinary dividends.

The Company's financially regulated subsidiaries had estimated aggregate statutory capital and surplus of $43.1 billion as of December 31, 2025. The estimated statutory capital and surplus necessary to satisfy regulatory requirements of the Company's financially regulated subsidiaries was approximately $23.2 billion as of December 31, 2025. In 2025, the Company entered into various agreements with reinsurers that could limit the Company’s risk of loss under certain circumstances, thus reducing its capital and surplus requirements. These agreements do not qualify for reinsurance accounting and are therefore accounted for under deposit accounting.

Optum Bank must meet minimum capital requirements of the FDIC under the capital adequacy rules to which it is subject. At December 31, 2025, the Company believes Optum Bank met the FDIC requirements to be considered “Well Capitalized.”

Share Repurchase Program

Under its Board of Directors’ authorization, the Company maintains a share repurchase program. The objectives of the share repurchase program are to optimize the Company’s capital structure and cost of capital, thereby improving returns to shareholders, as well as to offset the dilutive impact of share-based awards. Repurchases may be made from time to time in open market purchases or other types of transactions (including prepaid or structured share repurchase programs), subject to certain restrictions. In June 2024, the Board of Directors amended the Company’s share repurchase program to authorize the repurchase of up to 35 million shares of its common stock, in addition to all remaining shares authorized to be repurchased under the Board’s 2018 renewal of 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.

A summary of common share repurchases for the years ended December 31, 2025 and 2024 is as follows:

Dividends

In June 2025, the Company’s 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. 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.

The following table provides details of the Company’s 2025 dividend payments: