UNITEDHEALTH GROUP INC

Previous wording

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 six months ended June 30, 2026, these actions resulted in a net loss of $39 million and a net gain of $191 million, respectively. For the three and six months ended June 30, 2026, net portfolio divestitures included incremental losses on businesses held for sale, while the year-to-date results also included a net gain on the sales of businesses previously held for sale as of December 31, 2025. By segment, second quarter impacts consisted of net losses of $35 million and $4 million at Optum Health and Optum Insight, respectively. Year-to-date impacts consisted of gains of $524 million and $8 million at Optum Insight and Optum Rx, respectively, partially offset by a net loss of $341 million at Optum Health. Gains and losses on portfolio actions were recorded within operating costs on the Condensed Consolidated Statements of Operations.

Current wording

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.

Previous wording

For the three and six months ended June 30, 2026, restructuring and other actions included the net decrease in loss contract reserves of $50 million and $187 million, respectively, and net valuation gains on equity securities of $1 million and $60 million, respectively, while the year-to-date results also included a $400 million contribution to the United Health Foundation funded by the cash gain on the disposition of an Optum Insight business. By segment, the second quarter impact was $51 million at Optum Health. Year-to-date impacts were $339 million at Optum Insight, partially offset by $186 million at Optum Health. During the three months ended June 30, 2026, these items increased investment and other income by $1 million and decreased medical costs by $50 million. For the six months ended June 30, 2026, these items increased operating costs by $415 million, partially offset by a $75 million increase to investment and other income and $187 million decrease in medical costs, as reflected on the Condensed Consolidated Statements of Operations.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

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 and is expected to continue throughout 2026.

Current wording

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.

Previous wording

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 the first half of 2026 due to the exit from one state and reduced Medicaid eligibility.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

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 have 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.

Current wording

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.

Previous wording

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

Current wording

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

Previous wording

•Consolidated revenues were consistent, with UnitedHealthcare revenues flat and Optum revenues lower by 2%.

Current wording

•Consolidated revenues were consistent, with UnitedHealthcare and Optum revenues lower by 1% and 3%, respectively.

Previous wording

•UnitedHealthcare served 1.6 million fewer people due to benefit design and pricing actions and reduced Medicaid eligibility and the exit from one state.

Current wording

•UnitedHealthcare served 1.8 million fewer people due to benefit design and pricing actions and reduced Medicaid eligibility and the exit from one state.

Previous wording

•Consolidated earnings from operations of $8.0 billion compared to $5.2 billion last year.

Current wording

•Consolidated earnings from operations of $6.6 billion compared to $4.3 billion last year.

Previous wording

•Diluted earnings per common share were $6.04.

Current wording

•Diluted earnings per common share were $4.56.

Previous wording

•Cash flows from operations for the six months ended June 30, 2026 were $20.0 billion.

Current wording

•Cash flows from operations for the nine months ended September 30, 2026 were $25.1 billion.

Previous wording

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

Current wording

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.

Previous wording

The MCR decreased due to favorable prior period reserve development, affordability and medical cost management initiatives, and pricing trends, partially offset by medical costs 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.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

For the three months ended June 30, 2026, UnitedHealthcare’s revenues decreased due to the contraction in people served through Medicare Advantage, risk-based commercial offerings and Medicaid offerings; and our pledge to rebate profits on our individual exchange products to customers; partially offset by pricing trends and actions, including increased Medicaid rates, and growth in people served through fee-based commercial offerings. For the six months ended June 30, 2026, revenues increased due to pricing trends and actions, including increased Medicaid rates, and growth in people served through fee-based commercial offerings, 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.

Current wording

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.

Previous wording

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

Current wording

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:

Previous wording

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, increased favorable reserve development and the net decrease in loss contract reserves, partially offset by continued elevated medical cost trends, the impacts of net portfolio divestitures and investments to support future growth. Optum Health served approximately 93 million people and 95 million people as of June 30, 2026 and June 30, 2025, respectively.

Current wording

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.

Previous wording

Revenues at Optum Insight increased due to elevated investment and other income and growth in business and technology services. Earnings from operations for the three months ended June 30, 2026, increased due to growth in business services. For the six months ended June 30, 2026, earnings from operations decreased due to investments in people, technology and new products and the impacts of restructuring and other actions, partially offset by net portfolio divestitures in 2026, elevated investment and other income and growth in business and technology services.

Current wording

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.

Previous wording

Revenues at Optum Rx for the three months ended June 30, 2026, decreased due to the reduced script volume as a result of the contraction in people served at UnitedHealthcare, partially offset by growth in retail and specialty pharmacy. For the six months ended June 30, 2026, revenues increased due to growth in retail and specialty pharmacy, partially offset by reduced script volume as a result of the contraction in people served at UnitedHealthcare. Earnings from operations decreased due to lower script volumes, partially offset by growth in specialty pharmacy. Optum Rx fulfilled 387 million and 414 million adjusted scripts in the second quarters of 2026 and 2025, respectively.

Current wording

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.

Previous wording

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 share repurchases, increased cash received from dispositions and decreased cash paid for acquisitions, offset by decreased issuances and increased repayments of short-term borrowings and long-term debt, increased net purchases of investments and decreased repayments of care provider loans.

Current wording

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.

Previous wording

As of June 30, 2026, our cash, cash equivalent, available-for-sale debt securities and marketable equity securities balances of $81.0 billion included approximately $28.6 billion of cash and cash equivalents (of which $1.1 billion was available for general corporate use), $50.3 billion of debt securities and $2.1 billion of investments in marketable equity securities. Additionally, we had $10.8 billion of loan receivables as of June 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.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

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 six months ended June 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.

Current wording

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.

Previous wording

Share Repurchase Program. During the six months ended June 30, 2026, we repurchased approximately 10.5 million shares at an average price of $344.08 per share, including 6.4 million shares purchased and held by a counterparty at an average price of $312.73 per share pursuant to forward share repurchase contracts 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.

Current wording

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.

Previous wording

As of June 30, 2026, we had Board of Directors’ authorization to purchase up to 10.6 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.

Current wording

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.

Previous wording

This above list is not exhaustive. We discuss these matters, and certain risks that may affect our business operations, financial condition and results of operations, more fully in our filings with the SEC, including our reports on Forms 10-K, 10-Q and 8-K. By their nature, forward-looking statements are not guarantees of future performance or results and are subject to risks, uncertainties and assumptions that are difficult to predict or quantify. Actual results may vary materially from expectations expressed or implied in this document or any of our prior communications. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update or revise any forward-looking statements, except as required by law.

Current wording

The above list is not exhaustive. We discuss these matters, and certain risks that may affect our business operations, financial condition and results of operations, more fully in our filings with the SEC, including our reports on Forms 10-K, 10-Q and 8-K. By their nature, forward-looking statements are not guarantees of future performance or results and are subject to risks, uncertainties and assumptions that are difficult to predict or quantify. Actual results may vary materially from expectations expressed or implied in this document or any of our prior communications. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update or revise any forward-looking statements, except as required by law.