What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-02 compared with 2025-02-27 · 277 added, 140 removed, 975 unchanged (30% of the section changed)

16 unchanged sentences

Commitments and Contingencies

Business Combinations

Dispositions and Held for Sale

5 unchanged sentences

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2025 expressed an unqualified opinion on the Company’s internal control over financial reporting.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 2, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

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The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the Audit and Finance Committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Medical Care Services Incurred but not Reported (IBNR) - Refer to Notes 2 and 7 to the financial statements.

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Minneapolis, Minnesota

February 27, 2025

March 2, 2026

We have served as the Company's auditor since 2002.

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29,697 26,089

Assets under management — 3,755

Prepaid expenses and other current assets 9,746 8,212

26 unchanged sentences

906 and 915 issued and outstanding

Additional paid-in capital 559 —

Retained earnings 95,603 96,036

41 unchanged sentences

Net earnings $ 12,807 $ 15,242 $ 23,144

Other comprehensive income (loss):

Gross unrealized gains (losses) on investment securities during the period 29 1,139 ( 4,292 )

Other comprehensive income:

Gross unrealized gains on investment securities during the period 1,553 29 1,139

Income tax effect ( 364 ) ( 7 ) ( 263 )

Total unrealized gains (losses), net of tax 22 876 ( 3,308 )

Gross reclassification adjustment for net realized (gains) losses included in net earnings ( 369 ) ( 90 ) 139

Total unrealized gains, net of tax 1,189 22 876

Gross reclassification adjustment for net realized gains included in net earnings ( 53 ) ( 369 ) ( 90 )

Income tax effect 12 92 21

1 unchanged sentence

( 41 ) ( 277 ) ( 69 )

Foreign currency translation (losses) gains ( 319 ) 559 192

Foreign currency translation gains (losses) 178 ( 319 ) 559

Reclassification adjustment for translation losses included in net earnings — 4,214 —

Total foreign currency translation gains 178 3,895 559

Other comprehensive income (loss) 3,640 1,366 ( 3,009 )

Other comprehensive income 1,326 3,640 1,366

Comprehensive income 14,133 18,882 24,510

6 unchanged sentences

Consolidated Statements of Changes in Equity

Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Nonredeemable

Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income Nonredeemable

Noncontrolling

Interests Total

(in millions, except per share data) Shares Amount Net Unrealized Gains (Losses) on Investments Foreign Currency Translation (Losses) Gains

(in millions, except per share data) Shares Amount Net Unrealized (Losses) Gains on Investments Foreign Currency Translation (Losses) Gains

Balance at January 1, 2023 934 $ 9 $ — $ 86,156 $ ( 2,778 ) $ ( 5,615 ) $ 3,678 $ 81,450

22,381 575 22,956

Other comprehensive (loss) income ( 3,201 ) 192 ( 3,009 )

Other comprehensive income 807 559 1,366

Issuances of common stock, and related tax effects

6 — 1,231 1,231

Share-based compensation 1,027 1,027

8 unchanged sentences

14,405 663 15,068

Other comprehensive income 807 559 1,366

Other comprehensive (loss) income ( 255 ) 3,895 3,640

Issuances of common stock, and related tax effects

9 unchanged sentences

12,056 677 12,733

Other comprehensive (loss) income ( 255 ) 3,895 3,640

Other comprehensive income 1,148 178 1,326

Issuances of common stock, and related tax effects

8 — 1,485 1,485

Share-based compensation 979 979

21 unchanged sentences

Loss on sale of subsidiary and subsidiaries held for sale 265 8,310 —

Gains on dispositions and other strategic transactions ( 3,333 ) ( 489 ) ( 588 )

Net gains on dispositions and other strategic transactions ( 910 ) ( 3,333 ) ( 489 )

Other, net 1,673 ( 28 ) ( 16 )

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Cash received from dispositions and other strategic transactions, net 561 2,041 685

Originations and purchases of loans ( 4,795 ) ( 2,477 ) ( 1,664 )

Repayments and maturities of loans 1,980 908 613

Other, net ( 341 ) ( 98 ) 91

5 unchanged sentences

Repayments of long-term debt ( 3,050 ) ( 3,000 ) ( 2,125 )

(Repayments of) proceeds from short-term borrowings, net ( 151 ) 11 732

Proceeds from (repayments of) short-term borrowings, net 807 ( 151 ) 11

Proceeds from issuance of long-term debt 2,969 17,811 6,394

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Other, net 63 ( 1,645 ) ( 1,150 )

Cash flows (used for) from financing activities ( 3,512 ) ( 11,529 ) 4,226

Cash flows used for financing activities ( 11,644 ) ( 3,512 ) ( 11,529 )

Effect of exchange rate changes on cash and cash equivalents 40 ( 61 ) 97

Increase in cash and cash equivalents, including cash within businesses held for sale 104 2,062 1,990

cash within businesses held for sale ( 219 ) — —

(Decrease) increase in cash and cash equivalents, including cash within businesses held for sale ( 592 ) 104 2,062

net increase in cash within businesses held for sale ( 355 ) ( 219 ) —

Net (decrease) increase in cash and cash equivalents ( 947 ) ( 115 ) 2,062

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The Company has prepared the Consolidated Financial Statements according to U.S.

Generally Accepted Accounting Principles (GAAP) and has included the accounts of UnitedHealth Group and its subsidiaries.

Generally Accepted Accounting Principles (GAAP) and has included the accounts of UnitedHealth Group and its subsidiaries, including variable interest entities.

All significant intercompany accounts and transactions have been eliminated.

Use of Estimates

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The impact of any change in estimates is included in earnings in the period in which the estimate is adjusted.

Net Portfolio Divestitures, Restructuring and Other Actions and Direct Response Costs - Cyberattack

Net Portfolio Divestitures

In the fourth quarter of 2025, the Company took various actions as a result of a strategic review of the Company’s assets and businesses to operationally advance and scale core businesses and initiatives, including the value-based care business at Optum Health.

These actions primarily include losses on business exits and dispositions and other businesses held for sale and a gain on the deconsolidation of a business.

As a result of the Company’s portfolio actions, the Company recorded a net gain of $ 568 million, which included a net gain of $ 1.5 billion at Optum Rx, partially offset by losses of $ 821 million and $ 68 million at Optum Health and Optum Insight, respectively.

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

Restructuring and Other Actions

Additionally, in the fourth quarter of 2025 the Company took restructuring and other actions that resulted in a total impact of $ 2.5 billion, which included real estate rationalization and workforce reductions of $ 746 million, contractual reassessments of $ 573 million, the establishment a loss contract reserve related to anticipated future losses in 2026 for certain value-based care businesses of $ 623 million, net valuation losses on equity securities of $ 329 million and the advance funding of the United Health Foundation of $ 250 million.

The $ 2.5 billion impact of the restructuring and other actions was a reduction to premium revenue of $ 122 million and investment and other income of $ 397 million, and increased medical costs $ 623 million and operating costs $ 1.4 billion on the Consolidated Statements of Operations.

The impacts by reportable segment were $ 153 million, $ 1.7 billion, $ 236 million and $ 389 million, for UnitedHealthcare, Optum Health, Optum Insight and Optum Rx, respectively.

Direct Response Costs – Cyberattack

To support care providers impacted by the Change Healthcare cyberattack that occurred on February 21, 2024, the Company provided interest-free loans.

In the fourth quarter of 2025, the Company increased its reserves for net collection expectations associated with provider loans and other customer balances of $ 799 million, which are primarily within other assets on the Consolidated Balance Sheets and were recorded within operating costs within the Consolidated Statements of Operations.

These amounts are included within Optum Insight’s results.

Premium revenues are primarily derived from risk-based arrangements in which the premium is typically at a fixed rate per individual served for a one-year period, and the Company assumes the economic risk of funding its customers’ health care and related administrative costs.

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Premium revenues are recognized based on the estimated premiums earned, net of projected rebates, because the Company is able to reasonably estimate the ultimate premiums of these contracts.

The Company also records premium revenues for certain value-based arrangements at its Optum Health care delivery businesses.

Under these value-based arrangements, the Company enters into agreements with health plans to stand ready to deliver, integrate, direct and control certain health care services for patients.

The Company also records premium revenues for certain value-based care arrangements at its Optum Health care delivery businesses.

Under these arrangements, the Company enters into agreements with health plans to stand ready to deliver, integrate, direct and control certain health care services for patients.

In exchange, the Company receives a premium that is typically paid on a per-patient per-month basis.

The Company considers these value-based arrangements to represent a single performance obligation where premium revenues are recognized in the period in which health care services are made available.

The Company’s Medicare Advantage and Medicare Part D premium revenues are subject to periodic adjustment under CMS’ risk adjustment payment methodology.

CMS deploys a risk adjustment model which apportions premiums paid to all health plans according to health severity and certain demographic factors.

The Company considers these value-based care arrangements to represent a single performance obligation where premium revenues are recognized in the period in which health care services are made available.

The Company’s Medicare Advantage and Medicare Part D premium revenues are subject to periodic and retroactive adjustments based upon the CMS risk adjustment methodology, which apportions premiums paid to all health plans according to health severity and certain demographic factors.

The CMS risk adjustment model provides higher per member payments for enrollees diagnosed with certain conditions and lower payments for enrollees who are healthier.

CMS updates the model annually and changes to risk weights, or the condition coefficient, by specific diagnoses can impact premium revenue for a member between years.

Under this risk adjustment methodology, CMS calculates the risk adjusted premium payment using diagnosis and encounter data from hospital inpatient, hospital outpatient and physician treatment settings.

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Optum Insight revenues are generally recognized over time and measured for each period based on the progress to date as services are performed or made available to customers.

Optum Rx provides administrative services, including claims processing, formulary design and management, and clinical services, which are recognized as services revenue as the services are provided.

Services revenue also consists of fees derived from services performed for customers who self-insure the health care costs of their employees and employees’ dependents.

Under service fee contracts, the Company receives a monthly fixed fee per employee, which is recognized as revenue as the Company performs, or makes available, the applicable services to the customer.

The customers retain the risk of financing health care costs for their employees and employees’ dependents, and the Company administers the payment of customer funds to physicians and other health care professionals from customer-funded bank accounts.

The customers retain the risk of financing health care costs for their employees and employees’ dependents, and the

Company administers the payment of customer funds to physicians and other health care professionals from customer-funded bank accounts.

As the Company has neither the obligation for funding the health care costs, nor the primary responsibility for providing the medical care, the Company does not recognize premium revenue and medical costs for these contracts in its Consolidated Financial Statements.

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As of December 31, 2025 and 2024, accounts receivables related to products and services were $ 9.7 billion and $ 9.9 billion, respectively.

In 2024 and 2023, the Company had no material bad-debt expense and there were no material contract assets, contract liabilities or deferred contract costs recorded on the Consolidated Balance Sheets as of December 31, 2024 or 2023.

In 2025 and 2024, the Company had no material bad-debt expense arising from contracts with customers and there were no material contract assets, contract liabilities or deferred contract costs recorded on the Consolidated Balance Sheets as of December 31, 2025 or 2024.

For the years ended December 31, 2025, 2024 and 2023, revenue recognized from performance obligations related to prior periods (for example, due to changes in transaction price) was not material.

As of December 31, 2024, 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 $ 12.7 billion, of which approximately half is expected to be recognized in the next three years .

As of December 31, 2025, 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 $ 11.7 billion, of which more than half is expected to be recognized in the next three years .

See Note 15 for disaggregation of revenue by segment and type.

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The Company develops estimates for medical care services incurred but not reported (IBNR), which includes estimates for claims which have not been received or fully processed, using an actuarial process consistently applied, centrally controlled and automated.

demographics, the introduction of new technologies, benefit plan changes and business mix changes related to products, customers and geography.

The actuarial models consider factors such as time from date of service to claim processing, seasonal variances in medical care consumption, health care professional contract rate changes, care activity and other medical cost trends, membership volume and demographics, the introduction of new technologies, benefit plan changes and business mix changes related to products, customers and geography.

In developing its medical costs payable estimates, the Company applies different estimation methods depending on which incurred claims are being estimated.

1 unchanged sentence

For months prior to the most recent two months, the Company applies the completion factors to actual claims adjudicated-to-date to estimate the expected amount of ultimate incurred claims for those months.

The Company establishes premium deficiency reserves on its health benefits business and loss contract reserves on its Optum Health value-based care businesses when it is probable that expected future costs, claim adjustment expenses, and maintenance costs will exceed related future premiums, including expected investment income.

For purposes of establishing premium deficiency reserves, contracts are grouped in a manner consistent with the method of acquiring, servicing, and measuring their profitability.

For loss contract reserves, contracts are grouped in a manner consistent with the method of establishing premium rates.

Reserves recognized in the current period will be released in subsequent periods as actual costs are incurred.

Cost of Products Sold

3 unchanged sentences

Cash, Cash Equivalents and Investments

Cash and cash equivalents are highly liquid investments having an original maturity of three months or less.

Cash and cash equivalents consist of cash and highly liquid investments with an original maturity of three months or less.

The fair value of cash and cash equivalents approximates their carrying value because of the short maturity of the instruments.

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The Company manages its investment portfolio to limit its exposure to any one issuer or market sector, and largely limits its investments to investment grade quality.

Assets Under Management

In July 2024, the Company amended its Medicare Supplement Program with a membership organization (the Medicare Supplement Program).

The amendments provide the Company the right to use a trade name and other intellectual property in marketing efforts for Medicare Supplement offerings.

Amounts previously reported as assets under management are now included within the Company’s Consolidated Balance Sheet based upon their classification.

For periods prior to the amended Medicare Supplement Program, the Company excluded the effects of certain balance sheet amounts in its Consolidated Statements of Cash Flows, while these effects are included for periods after the amendments.

Other Current Receivables

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As of December 31, 2025 and 2024, total pharmaceutical manufacturer rebates receivable included in other receivables in the Consolidated Balance Sheets amounted to $ 13.6 billion and $ 12.5 billion, respectively.

Receivables Financing Facility

In 2025, the Company entered into a $ 3.3 billion 364-day uncommitted receivables financing facility under which certain receivables may be sold to financial institutions.

The sales of the receivables under the facility are recorded as a reduction to other current receivables on the Consolidated Balance Sheets and classified as an operating cash flow on the Consolidated Statement of Cash Flows.

The Company continues to provide collection services related to the transferred receivables.

Amounts received but not remitted to financial institutions are recorded as a liability within accounts payable and accrued liabilities on the Consolidated Balance Sheets and classified as a financing cash flow on the Consolidated Statement of Cash Flows.

For the year ended December 31, 2025, the Company sold $ 3.0 billion of receivables under the receivables funding facility, and the loss on discounted receivables was immaterial.

As of December 31, 2025, the Company collected $ 2.0 billion, of which $ 1.0 billion has not been remitted to financial institutions.

Prepaid Expenses and Other Current Assets

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Leasehold improvements are depreciated over the shorter of the remaining lease term or their estimated useful economic life.

Loan Receivables

The majority of the Company’s loan receivables, which are primarily held by Optum Bank, are recorded at the outstanding principal balance, net of an allowance for credit losses and are classified as current or long-term based upon contractual maturities, with the remaining loan receivables held at fair value under the fair value option.

The current and long-term portions of loans receivable are included within prepaid expenses and other current assets and other assets on the Consolidated Balance Sheets, respectively.

Interest income on current loans is recognized on an accrual basis at the applicable interest rate on the principal amount outstanding and recognized on a nonaccrual basis when the loan is past due 90 days or more, or where reasonable doubt exists as to the collection of principal or interest.

The allowance for credit losses is determined based upon the probability of default and the severity of loss if a default occurs.

The probability of default is based upon macroeconomic conditions as well as individual loan characteristics and credit quality indicators, such as loan-to-value, debt service coverage, underlying collateral and credit score.

The severity of loss is driven by the type of collateral and its liquidity, including costs associated with liquidation.

The Company regularly reviews and updates the credit quality indicators of each loan.

Loans are considered impaired and written off against the allowance when it is probable that all amounts due will not be collected.

As of December 31, 2025 and 2024, amounts past due over 30 days and loans with low credit quality indicators were immaterial.

The Company’s loan portfolio consists of commercial, consumer and syndicated bank loans.

Commercial mortgage loans are primarily fixed rate loans, collateralized by high-quality commercial real estate and diversified by property type, location and borrower.

Consumer loans are primarily fixed rate loans.

Syndicated bank loans are primarily variable rate loans where the Company lends through syndicates that provide financing to a variety of borrowers.

A summary of loans outstanding by major category is as follows:

(in millions) December 31, 2025 December 31, 2024

Commercial $ 6,095 $ 4,908

Consumer 2,053 990

Syndicated 1,689 1,367

allowance for credit losses ( 95 ) ( 96 )

Total loans receivable, net $ 9,742 $ 7,169

Operating Leases

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If an interest rate is not implicit in a lease, the Company utilizes its incremental borrowing rate for a period closely matching the lease term.

The Company’s ROU assets are included in other assets, and lease liabilities are included in other current liabilities and other liabilities in the Company’s Consolidated Balance Sheet .

The Company’s ROU assets are included in other assets, and lease liabilities are included in other current liabilities and other liabilities in the Company’s Consolidated Balance Sheets.

To determine whether goodwill is impaired, annually or more frequently if needed, the Company performs impairment tests.

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The Company’s indefinite-lived intangible assets are also tested for impairment annually.

There was no impairment of intangible assets during the years ended December 31, 2024, 2023 and 2022.

There were no significant impairments of intangible assets during the years ended December 31, 2025, 2024 and 2023.

Other Current Liabilities

Other current liabilities include health savings account deposits ($ 13.7 billion and $ 13.5 billion as of December 31, 2024 and 2023, respectively), accruals for premium rebates payable, the current portion of future policy benefits and customer balances.

Other current liabilities include health savings account deposits, accruals for premium rebates payable, the current portion of future policy benefits and customer balances.

The Company, through Optum Bank, holds various deposits, primarily Health Savings Accounts (HSAs) and brokered certificates of deposit (CDs).

HSAs have no defined maturities and the carrying value is the amount payable on demand on the reporting date, which approximates fair value and is included within other current liabilities on the Consolidated Balance Sheets.

CDs have a stipulated maturity and fixed interest rates.

As of December 31, 2025, the majority of the CDs had maturities of less than two years.

The current and long-term portions of CDs are included within other current liabilities and other liabilities on the Consolidated Balance Sheets, respectively.

As of December 31, 2025 and 2024, the Company had $ 13.9 billion and $ 13.7 billion of HSAs, respectively, and $ 1.6 billion and $ 1.1 billion of CDs, respectively.

Policy Acquisition Costs

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Costs related to the acquisition and renewal of short duration customer contracts are primarily charged to expense as incurred.

Variable Interest Entities

The Company holds interests in various variable interest entities (“VIEs”), including certain physician practices that require an individual physician to legally own the equity interests as required by certain state laws and regulations.

The determination of whether the Company is the primary beneficiary in a VIE, and therefore required to consolidate the VIE, is based on whether the Company has the power to direct the activities that most significantly impact the economic performance of the VIE and if the Company has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE.

The Company has entered into exclusive management agreements with certain care delivery practices, under which the Company provides non-clinical management services, including operational support, marketing, technology, infrastructure, sourcing and procurement, and other services.

The Company concluded its interests in these care delivery practices are variable interests based upon the management agreements and additional support needed in order to fund the operations of the care delivery practices.

While all clinical decisions, including but not limited to diagnosis, treatment, and prescribing, are controlled or made by practicing physicians or other licensed professionals consistent with state laws, the Company’s management activities are significant to the economic performance of the practices, and the Company has an obligation to absorb losses and the right to receive the benefits of the results of the care delivery practices.

Therefore, the Company is determined to be the primary beneficiary and consolidates these care delivery practices.

Redeemable Noncontrolling Interests

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Distributions ( 99 ) ( 125 )

Fair value and other adjustments 23 165

Fair value, deconsolidations and other adjustments ( 2,510 ) 23

Redeemable noncontrolling interests, end of period $ 1,608 $ 4,323

1 unchanged sentence

The Company recognizes compensation expense for share-based awards, including stock options and restricted stock and restricted stock units (collectively, restricted shares), on a straight-line basis over the related service period (generally the vesting period) of the award, or to an employee’s eligible retirement date under the award agreement, if earlier.

Restricted shares vest ratably, primarily over four years, and compensation expense related to restricted shares is based on the share price on the date of grant.

Restricted shares vest ratably, primarily over two to four years, and compensation expense related to restricted shares is based on the share price on the date of grant.

Stock options vest ratably primarily over four years and may be exercised up to 10 years from the date of grant.

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The difference between the number of shares assumed issued and number of shares assumed purchased represents the dilutive shares.

Recently Adopted Accounting Standards

In December 2023, the Financial Accounting Standards Board issued ASU No.

2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.” Under ASU 2023-09, an entity is required to provide additional income tax disclosures on an annual basis, including disclosure of the disaggregation of income tax expense or benefit from continuing operations by federal, state and local, and foreign taxes;

cash paid for income taxes by jurisdiction;

and prescribed specific categories to be included within the effective tax rate reconciliation.

The Company adopted the standard on a prospective basis and has included the required disclosures in Note 9.

The Company has determined that there have been no other recently adopted or issued accounting standards that had, or will have, a material impact on its Consolidated Financial Statements.

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

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Nearly all of the Company’s investments in mortgage-backed securities were rated “Double A” or better as of December 31, 2025.

The Company held $ 4.9 billion of equity securities as of December 31, 2024 and 2023.

The Company held $ 5.5 billion and $ 4.9 billion of equity securities as of December 31, 2025 and 2024, respectively.

The Company’s investments in equity securities primarily consist of venture investments and employee savings plan related investments.

Additionally, the Company’s investments included $ 3.8 billion and $ 1.4 billion of equity method investments primarily in operating businesses in the health care sector, as of December 31, 2024 and 2023, respectively.

The carrying values of equity securities held at fair value on non-recurring basis were $ 3.3 billion and $ 3.0 billion, including cumulative net unrealized gains of $ 0.8 billion and $ 1.3 billion, as of December 31, 2025 and 2024, respectively.

For the years ended December 31, 2025, 2024 and 2023, the Company recognized $( 360 ) million, $ 710 million and $ 276 million, respectively, of unrealized (losses) or gains related to fair value adjustments on equity securities primarily in the Company’s venture portfolio and recorded $( 54 ) million, $ 121 million and $ 44 million, respectively, of investment expenses related to the fair value adjustments.

Unrealized gains and losses on equity securities are recorded within investment and other income with associated expenses recorded within operating costs within the Consolidated Statements of Operations.

Additionally, the Company’s investments included $ 3.8 billion of equity method investments primarily in operating businesses in the health care sector, as of both December 31, 2025 and 2024.

The allowance for credit losses on held-to-maturity securities as of December 31, 2025 and 2024 was not material.

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Nonfinancial assets and liabilities or financial assets and liabilities 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.

For the years ended December 31, 2024, 2023 and 2022, the Company recognized $ 710 million, $ 276 million and $ 211 million respectively, of unrealized gains in investment and other income related to fair value adjustments on equity securities primarily in the Company’s venture portfolio, based upon transactions of the same or similar security.

The assets and liabilities within our South American operations held for sale as of December 31, 2024 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 and market conditions.

The Company holds equity securities without readily determinable fair values, primarily related to the Company’s venture portfolio, and an equity method stake from the deconsolidation of a business in 2025, which are classified as Level 3 and measured on a nonrecurring basis.

The fair values of these securities are typically based upon transactions of the same or similar security or unobservable amounts, with estimated value derived using valuation approaches such as discounted cash flow analyses, market comparable analyses and consideration of Company-specific information, market conditions and third-party indications.The assets and liabilities within businesses held for sale as of December 31, 2025 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 other significant fair value adjustments for these assets and liabilities recorded during the years ended December 31, 2025, 2024 or 2023.

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Throughout the procedures discussed above in relation to the Company’s processes for validating third-party pricing information, the Company validates the understanding of assumptions and inputs used in security pricing and determines the proper classification in the hierarchy based on such understanding.

Loan Receivables.

The fair values of loan receivables which do not trade on a regular basis in active markets but are priced using other observable inputs are classified as Level 2.

The fair values of Level 3 loans receivables are estimated using valuation techniques relying heavily on management assumptions and qualitative observations.

Long-Term Debt.

16 unchanged sentences

Equity securities 2,083 20 67 2,170

Loan receivables — — 882 882

Total assets at fair value $ 25,709 $ 48,518 $ 1,372 $ 75,599

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Equity securities 1,859 24 65 1,948

Assets under management 1,505 2,140 110 3,755

Loan receivables — — 293 293

Total assets at fair value $ 31,330 $ 42,347 $ 795 $ 74,472

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Debt securities - held-to-maturity $ 463 $ 26 $ — $ 489 $ 490

Loan receivables — 1,700 6,923 8,623 8,860

Long-term debt and other financing obligations — 72,143 — 72,143 76,140

1 unchanged sentence

Debt securities - held-to-maturity $ 482 $ 26 $ — $ 508 $ 512

Loan receivables — 1,413 5,101 6,514 6,876

Long-term debt and other financing obligations — 70,565 — 70,565 75,604

21 unchanged sentences

Acquisitions — 2,071 — 2,305 4,376

Foreign currency effects and other adjustments, net 187 ( 182 ) 261 ( 7 ) 259

Dispositions, foreign currency effects and other adjustments, net ( 717 ) ( 324 ) ( 327 ) ( 6 ) ( 1,374 )

Balance at December 31, 2024 27,161 38,826 18,980 21,767 106,734

29 unchanged sentences

Prior years ( 140 ) ( 700 ) ( 840 )

Premium deficiency and loss contracts reserves 672 — —

Total reported medical costs 313,995 264,185 241,894

4 unchanged sentences

Total medical payments ( 308,425 ) ( 261,422 ) ( 238,556 )

medical costs payable included within businesses held for sale ( 179 ) — —

increase in medical costs payable included within businesses held for sale ( 489 ) ( 179 ) —

Medical costs payable, end of period $ 39,337 $ 34,224 $ 32,395

7 unchanged sentences

2024 $ 264,885 $ 264,550

Changes in premium deficiency and loss contracts reserves 672

Total $ 578,685

6 unchanged sentences

Net remaining outstanding liabilities prior to 2024 562

Acquisitions (dispositions), net ( 755 )

Medical costs payable included within businesses held for sale ( 179 )

Acquisitions 32

Increase in medical costs payable included within businesses held for sale ( 489 )

Total medical costs payable $ 39,337

3 unchanged sentences

(in millions, except percentages) 2025 2024 (continued) 2025 2024

Commercial paper $ 1,300 $ 1,088 $ 1,000 4.625 %, Jul 2035

$ 750 3.5 %, Feb 2024

— 750 $ 850 5.8 %, Mar 2036

$ 1,000 0.55 %, May 2024

— 999 $ 500 6.5 %, Jun 2037

$ 750 2.375 %, Aug 2024

— 750 $ 650 6.625 %, Nov 2037

$ 500 5 %, Oct 2024

— 499 $ 1,100 6.875 %, Feb 2038

Commercial paper $ 2,249 $ 1,300 $ 850 5.8 %, Mar 2036

$ 2,000 3.75 %, Jul 2025

1,999 1,997 $ 1,250 3.5 %, Aug 2039

— 1,999 $ 500 6.5 %, Jun 2037

$ 750 5.15 % Oct 2025

749 748 $ 1,000 2.75 %, May 2040

— 749 $ 650 6.625 %, Nov 2037

$ 300 3.7 %, Dec 2025

300 299 $ 300 5.7 %, Oct 2040

$ 500 1.25 %, Jan 2026

— 300 $ 1,100 6.875 %, Feb 2038

$ 500 1.25 %, Jan 2026

500 499 $ 1,250 3.5 %, Aug 2039

$ 1,000 3.1 %, Mar 2026

1 unchanged sentence

$ 1,000 1.15 %, May 2026

953 924 $ 600 4.625 %, Nov 2041

$ 500 floating rate, Jul 2026

499 — $ 502 4.375 %, Mar 2042

$ 650 4.75 %, Jul 2026

989 953 $ 300 5.7 %, Oct 2040

$ 650 4.75 %, Jul 2026

649 648 $ 350 5.95 %, Feb 2041

$ 500 floating rate, Jul 2026

500 499 $ 1,500 3.05 %, May 2041

$ 750 3.45 %, Jan 2027

749 748 $ 750 4.25 %, Mar 2043

749 749 $ 600 4.625 %, Nov 2041

$ 500 4.6 %, Apr 2027

496 — $ 1,500 5.5 %, Jul 2044

498 496 $ 502 4.375 %, Mar 2042

$ 625 3.375 %, Apr 2027

623 622 $ 2,000 4.75 %, Jul 2045

624 623 $ 625 3.95 %, Oct 2042

$ 600 3.7 %, May 2027

598 598 $ 750 4.2 %, Jan 2047

599 598 $ 750 4.25 %, Mar 2043

$ 950 2.95 %, Oct 2027

946 944 $ 725 4.25 %, Apr 2047

947 946 $ 1,500 5.5 %, Jul 2044

$ 1,000 5.25 %, Feb 2028

998 1,011 $ 950 3.75 %, Oct 2047

1,010 998 $ 2,000 4.75 %, Jul 2045

$ 1,150 3.85 %, Jun 2028

1,148 1,147 $ 750 4.2 %, Jan 2047

$ 500 4.40 % Jun 2028

$ 850 3.875 %, Dec 2028

498 — $ 725 4.25 %, Apr 2047

$ 850 3.875 %, Dec 2028

847 847 $ 950 3.75 %, Oct 2047

$ 1,250 4.25 %, Jan 2029

1,221 1,238 $ 1,250 3.7 %, Aug 2049

1,250 1,221 $ 1,350 4.25 %, Jun 2048

$ 400 4.7 %, Apr 2029

398 — $ 1,250 2.9 %, May 2050

$ 900 4 %, May 2029

406 398 $ 1,100 4.45 %, Dec 2048

$ 900 4 %, May 2029

882 854 $ 1,250 3.7 %, Aug 2049

$ 1,000 2.875 %, Aug 2029

943 902 $ 1,250 2.9 %, May 2050

$ 1,250 4.8 %, Jan 2030

1,257 1,225 $ 2,000 3.25 %, May 2051

$ 1,250 5.3 %, Feb 2030

1,272 1,243 $ 2,000 4.75 %, May 2052

$ 1,250 2 %, May 2030

1,242 1,240 $ 2,000 5.875 %, Feb 2053

$ 750 4.65 % Jan 2031

745 — $ 2,000 5.05 %, Apr 2053

$ 1,250 2 %, May 2030

$ 1,000 4.9 %, Apr 2031

1,010 982 $ 1,750 5.375 %, Apr 2054

982 — $ 2,750 5.625 %, Jul 2054

$ 1,500 2.3 %, May 2031

1,271 1,290 $ 1,250 3.875 %, Aug 2059

1,340 1,271 $ 2,750 5.625 %, Jul 2054

$ 1,500 4.95 %, Jan 2032

1,489 — $ 1,000 3.125 %, May 2060

$ 1,500 4.2 %, May 2032

1,490 1,489 $ 750 5.95 %, June 2055

$ 1,500 4.2 %, May 2032

$ 2,000 5.35 %, Feb 2033

1,428 1,372 $ 1,250 3.875 %, Aug 2059

$ 2,000 5.35 %, Feb 2033

2,024 1,966 $ 1,000 3.125 %, May 2060

$ 1,500 4.5 %, Apr 2033

1,460 1,410 $ 1,000 4.95 %, May 2062

$ 1,250 5 %, Apr 2034

1,250 1,214 $ 1,500 6.05 %, Feb 2063

$ 2,000 5.15 %, Jul 2034

2,015 1,959 $ 1,750 5.2 %, Apr 2063

$ 1,000 5.3 %, June 2035

992 — $ 1,100 5.5 %, Apr 2064

2 unchanged sentences

Total short-term borrowings and long-term debt $ 77,681 $ 76,180

The Company’s long-term debt obligations also included $ 0.7 billion and $ 1.1 billion of other financing obligations, of which $ 197 million and $ 188 million were current as of December 31, 2024 and 2023, respectively.

The Company’s long-term debt obligations also included $ 708 million and $ 724 million of other financing obligations, of which $ 182 million and $ 197 million were current as of December 31, 2025 and 2024, respectively.

Maturities of short-term borrowings and long-term debt for the years ending December 31 are as follows:

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As of December 31, 2025, the Company’s outstanding commercial paper had a weighted-average annual interest rate of 3.8 %.

The Company has $ 7.0 billion five -year, $ 7.0 billion three -year and $ 7.0 billion 364 -day revolving bank credit facilities with 26 banks, which mature in December 2029, December 2027 and December 2025, respectively.

The Company has $ 7.0 billion five -year, $ 7.0 billion three -year and $ 7.0 billion 364 -day revolving bank credit facilities with 26 banks, which mature in November 2030, November 2028 and November 2026, respectively.

These facilities provide full liquidity support for the Company’s commercial paper program and are available for general corporate purposes.

As of December 31, 2025, no amounts had been drawn on any of the bank credit facilities.

The annual interest rates, which are variable based on term, are calculated based on one-month term Secured Overnight Financing Rate (SOFR) plus a SOFR Adjustment of 10 basis points plus a credit spread based on the Company’s senior unsecured credit ratings.

The annual interest rates, which are variable based on term, are calculated based on one-month term Secured Overnight Financing Rate (SOFR) plus a credit spread based on the Company’s senior unsecured credit ratings.

If amounts had been drawn on the bank credit facilities as of December 31, 2025, annual interest rates would have ranged from 4.2 % to 6.8 %.

17 unchanged sentences

Deferred Benefit:

Federal ( 1,149 ) ( 621 ) 34

State and local ( 227 ) 18 2

Foreign ( 376 ) 307 ( 281 )

Total deferred benefit ( 1,752 ) ( 296 ) ( 245 )

Total provision for income taxes $ 1,890 $ 4,829 $ 5,968

The reconciliation of the tax provision at the U.S.

federal statutory rate to the provision for income taxes and the effective tax rate for the years ended December 31 is as follows:

federal statutory rate to the provision for income taxes and the effective tax rate for the year ended December 31, 2025 is as follows:

(in millions, except percentages) 2025

1 unchanged sentence

federal statutory rate $ 3,086 21.0 %

Foreign tax effects (a) ( 789 ) ( 5.3 )

State income taxes, net of federal benefit (b) 151 1.0

Nontaxable or nondeductible items (c) ( 547 ) ( 3.7 )

Other, net ( 11 ) ( 0.1 )

Provision for income taxes $ 1,890 12.9 %

(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.

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:

(in millions, except percentages) 2024 2023

Tax provision at the U.S.

federal statutory rate $ 4,215 21.0 % $ 6,114 21.0 %

State income taxes, net of federal benefit 343 1.7 567 2.0

5 unchanged sentences

Provision for income taxes $ 4,829 24.1 % $ 5,968 20.5 %

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

(in millions) 2025

State and local premium taxes $ 2,371

Payroll and other taxes 2,062

Federal income taxes 1,209

State and local income taxes 316

Total domestic taxes paid $ 5,958

Domestic taxes paid as a percentage of total taxes paid 73 %

Income taxes (a) $ 2,189

Other taxes 40

Total foreign taxes paid $ 2,229

Foreign taxes paid as a percentage of total taxes paid 27 %

Total taxes paid $ 8,187

(a) Comprised p rimarily 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.

6 unchanged sentences

Nondeductible liabilities

tax loss carryforwards

Lease liability

Unrecognized tax benefits 430 358

Net unrealized losses on investments 326 669

6 unchanged sentences

federal and state intangible assets ( 4,347 ) ( 4,479 )

goodwill and intangible assets ( 82 ) ( 731 )

Capitalized software

16 unchanged sentences

state net operating loss carryforwards expire beginning in 2026 through 2045, with some having an indefinite carryforward period.

Additionally, as of December 31, 2024, the Company has historical non-U.S.

net operating loss carryforwards for which a deferred tax asset and valuation allowance of $4.1 billion are not established because realization of the loss carryforwards is remote.

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.

14 unchanged sentences

Gross unrecognized tax benefits, end of period $ 5,621 $ 4,123 $ 3,716

The Company believes it is reasonably possible its liability for unrecognized tax benefits will decrease in the next twelve months by $ 101 million as a result of audit settlements and the expiration of statutes of limitations.

The Company classifies net interest and penalties associated with uncertain income tax positions as income taxes within its Consolidated Statements of Operations.

6 unchanged sentences

Internal Revenue Service (IRS) has completed exams on the consolidated income tax returns for fiscal years 2016 and prior.

The Company’s 2017 through 2020 tax years are under review by the IRS under its Compliance Assurance Program.

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.

9 unchanged sentences

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, 2024, the Company’s domestic insurance and HMO subsidiaries paid their parent companies dividends of $ 9.2 billion, including $ 2.6 billion of extraordinary dividends.

For the year ended December 31, 2023, the Company’s domestic insurance and HMO subsidiaries paid their parent companies dividends of $ 8.0 billion, including $ 4.9 billion of extraordinary dividends.

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.

4 unchanged sentences

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.

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.

70 unchanged sentences

1.4 % - 1.5 %

1.3 % - 1.5 %

Forfeiture rate 5.0 % 5.0 % 5.0 %

7 unchanged sentences

Other Employee Benefit Plans

The Company offers a 401(k) plan for its employees.

Compensation expense related to this plan was not material for the years ended December 31, 2024, 2023 and 2022.

The Company offers various defined contribution retirement savings plans for its domestic employees.

Compensation expense related to these plans was $ 850 million, $ 853 million and $ 804 million for the years ended December 31, 2025, 2024 and 2023, respectively.

In addition, the Company maintains non-qualified, deferred compensation plans, which allow certain members of senior management and executives to defer portions of their salary or bonus.

The deferrals are recorded within long-term investments

with an approximately equal amount in other liabilities in the Consolidated Balance Sheets.

The deferrals are recorded within long-term investments with an approximately equal amount in other liabilities in the Consolidated Balance Sheets.

The total deferrals are distributable based upon termination of employment or other periods, as elected under each plan and were $ 2.2 billion and $ 2.1 billion as of December 31, 2025 and 2024, respectively.

1 unchanged sentence

Operating lease costs, including immaterial variable and short-term lease costs, were $ 1.6 billion, $ 1.4 billion and $ 1.4 billion for the years ended December 31, 2025, 2024 and 2023, respectively.

Cash payments made on the Company’s operating lease liabilities were $ 1.1 billion, $ 1.1 billion and $ 1.0 billion for the years ended December 31, 2024, 2023 and 2022, respectively, which were classified within operating activities in the Consolidated Statements of Cash Flows.

Cash payments made on the Company’s operating lease liabilities were $ 1.1 billion for the years ended December 31, 2025, 2024 and 2023, respectively, which were classified within operating activities in the Consolidated Statements of Cash Flows.

As of December 31, 2025, the Company’s weighted-average remaining lease term and weighted-average discount rate for its operating leases were 9.2 years and 5.0 %, respectively.

3 unchanged sentences

Total future minimum lease payments 6,562

Less imputed interest ( 1,305 )

imputed interest ( 1,391 )

future minimum lease payments included within businesses held for sale ( 556 )

Total $ 4,615

3 unchanged sentences

None of the amounts accrued, paid or charged to income for service level guarantees were material as of December 31, 2025, 2024 or 2023.

Pending Acquisitions

As of December 31, 2024, the Company has entered into agreements to acquire companies in the health care sector, subject to regulatory approval and other customary closing conditions.

The total anticipated capital required for these acquisitions, excluding the payoff of acquired indebtedness, is approximately $ 4 billion.

The Company has entered into certain transactions that include various put and call options on unconsolidated businesses.

As of December 31, 2025 the estimated obligation under these arrangements if they were currently redeemable was $ 4.8 billion.

The Company does not have any material potential required repurchases in the next twelve months.

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 and regulators, relating to the Company’s businesses, including management and administration of health benefit plans and other services.

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.

9 unchanged sentences

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 CMS, state insurance and health and welfare departments, state attorneys general, the Office of the Inspector General, the Office of Personnel Management, the Office for Civil Rights, the Government Accountability Office, the Federal Trade Commission, U.S.

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 IRS, the U.S.

Department of Justice (DOJ), the SEC, the Internal Revenue Service, the U.S.

Drug Enforcement Administration, the U.S.

Department of Labor, the

FDIC, 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 and other non-U.S.

governmental authorities.

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 responds on a regular basis to subpoenas, information requests, inquiries, investigations and other processes 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 has 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.

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.

On February 12, 2018, the court granted in part and denied in part the Company’s motion to dismiss.

In May 2018, the DOJ moved to dismiss the Company’s counterclaims, which were filed in March 2018, and moved for partial summary judgment.

In March 2019, the court denied the government’s motion for partial summary judgment and dismissed the Company’s counterclaims without prejudice.

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.

Business Combinations

During the year ended December 31, 2025, the Company completed several business combinations for total consideration of $ 4.8 billion.

Acquired assets (liabilities) at acquisition date were as follows:

(in millions)

Cash and cash equivalents $ 305

Accounts receivable and other current assets 811

Property, equipment and other long-term assets 247

Other intangible assets 525

Total identifiable assets acquired 1,888

Medical costs payable ( 32 )

Accounts payable and other current liabilities ( 536 )

Other long-term liabilities ( 355 )

Total identifiable liabilities acquired ( 923 )

Total net identifiable assets 965

Goodwill 4,295

Nonredeemable noncontrolling interests ( 425 )

Net assets acquired $ 4,835

The majority of goodwill is not deductible for income tax purposes.

The preliminary purchase price allocations for the various business combinations are subject to adjustment as valuation analyses, primarily related to intangible assets and contingent liabilities, are finalized.

The results of operations and financial condition of acquired entities have been included in the Company’s consolidated results and the results of the corresponding operating segment as of the date of acquisition.

For the year ended December 31, 2025, the acquired entities’ impact on revenues and net earnings was not material.

Unaudited pro forma revenues and net earnings for the years ended December 31, 2025 and 2024, as if the business combinations had occurred on January 1, 2024, were immaterial for both periods.

Dispositions and Held for Sale

During the year ended December 31, 2024, the Company completed or initiated various business portfolio refinement and asset disposition activities.

The Company recorded a loss of $ 7.1 billion related to the sale of its Brazil operations, of which $ 4.1 billion related to the impact of cumulative foreign currency translation losses previously included in accumulated other comprehensive loss, and a loss of $ 1.2 billion related to the reclassification of the Company’s remaining South American operations as held for sale, of which $ 855 million related to the impact of cumulative foreign currency translation losses.

As these losses relate to our strategic exit of South American markets and include significant losses related to foreign currency translation effects, these losses are included within loss on sale of subsidiary and subsidiaries held for sale on the Consolidated Statement of Operations.

The sales of the Company’s remaining South American assets are expected to close within a year, subject to regulatory and other customary closing conditions.

Assets and liabilities held for sale have been included within prepaid and other current assets and other current liabilities on the Consolidated Balance Sheet, respectively.

The assets and liabilities of the Brazil and held for sale disposal groups as of the date of the sale and as of December 31, 2024, respectively, were as follows:

(in millions) Brazil

Disposition Businesses

Held for Sale

2025 Dispositions and Held for Sale

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 second half 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 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, which were classified as held for sale as of December 31, 2025.

Losses related to these actions were $ 950 million and were included within operating costs on the Consolidated Statements of Operations.

Assets and liabilities held for sale have been included within prepaid expenses and other current assets and other current liabilities on the Condensed Consolidated Balance Sheets, respectively.

The assets and liabilities of the held for sale disposal groups as of December 31, 2025, were as follows:

(in millions) South American Businesses Other Businesses

Cash and cash equivalents $ 253 $ 317

Accounts receivable and other current assets 747 515

Long-term investments 788 41

Property, equipment and capitalized software 819 292

Deferred tax assets 1,035 —

Goodwill and other intangible assets 317 413

Goodwill 176 434

Other intangible assets 257 803

Other long-term assets 320 346

Remeasurement of assets of businesses held for sale to fair value less cost to sell (1)

( 1,523 ) ( 950 )

Total assets $ 1,049 $ 1,757

3 unchanged sentences

Total liabilities $ 975 $ 1,171

(1) Includes the effect of $ 855 million of cumulative foreign currency translation losses and $ 56 million of noncontrolling interests.

(1) Includes the effect of $ 891 million of cumulative foreign currency translation losses and $ 275 million of noncontrolling interests for the South American businesses held for sale.

2025 Deconsolidation of Business

Due to changes in governance rights, the Company deconsolidated a business that had net assets and redeemable noncontrolling interests with carrying values of $ 1.4 billion and $ 2.6 billion, respectively.

As a result of the deconsolidation, the Company recorded an equity method investment of $ 575 million and recognized a gain of $ 1.7 billion, which was included within operating costs on the Consolidated Statements of Operations.

2024 Dispositions and Held for Sale

During the year ended December 31, 2024, the Company completed or initiated various business portfolio refinement and asset disposition activities.

As a result of continued portfolio refinement, the Company sold other businesses and assets and entered into strategic transactions.

1 unchanged sentence

The carrying value for these transactions was $ 1.0 billion, primarily related to goodwill.

The gains from business portfolio refinement, including strategic

transactions, were recorded within operating costs in the Consolidated Statement of Operations and contributed about 80 basis points ($ 3.3 billion) to the operating cost ratio, nearly half ($ 1.4 billion) related to Optum Health with the remainder split between UnitedHealthcare ($ 1.1 billion) and Optum Insight ($ 800 million).

Certain transactions also included various put and call options, which were valued at $ 630 million and included in other liabilities on the Consolidated Balance Sheet.

As of December 31, 2024 the total estimated future obligation under these arrangements if the Company decided or was required to repurchase these interests was up to $ 3.4 billion.

The gains from business portfolio refinement, including strategic transactions, were recorded within operating costs in the Consolidated Statements of Operations and contributed about 80 basis points ($ 3.3 billion) to the operating cost ratio, nearly half ($ 1.4 billion) related to Optum Health with the remainder split between UnitedHealthcare ($ 1.1 billion) and Optum Insight ($ 800 million).

Certain transactions also included various put and call options, which were valued at $ 630 million and included in other liabilities on the Consolidated Balance Sheets.

Segment Financial Information

25 unchanged sentences

As a percentage of the Company’s total consolidated revenues, premium revenues from CMS were 44 %, 40 % and 40 % for the years ended December 31, 2025, 2024 and 2023, respectively, most of which were generated by UnitedHealthcare Medicare & Retirement and included in the UnitedHealthcare segment.

customer revenue represented approximately 99 %, 97 % and 97 % of consolidated total revenues for 2024, 2023 and 2022, respectively.

Long-lived fixed assets located in the United States represented approximately 92 % and 82 % of the total long-lived fixed assets as of December 31, 2024 and 2023, respectively.

revenues and fixed assets are primarily related to UnitedHealthcare Employer & Individual’s international businesses.

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 will now be included in Optum Insight.

The Company’s reportable segments will remain unchanged, with prior period segment financial information being recast to conform to the 2026 presentation, beginning with the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026 filed with the SEC.

The following table presents the reportable segment financial information:

28 unchanged sentences

Interest expense — — — — — — ( 3,906 ) ( 3,906 )

Loss on sale of subsidiary and subsidiaries held for sale ( 8,310 ) — — — — — — ( 8,310 )

Earnings before income taxes $ 7,274 $ 7,770 $ 3,097 $ 5,836 $ — $ 16,703 $ ( 3,906 ) $ 20,071

20 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data