UnitedHealth Group UNH · USD

Overview of Cybersecurity ProgramUnitedHealth Group assesses its cybersecurity and data protection initiatives through the National Institute of Standards and Technology (NIST) Cybersecurity Framework. This framework provides guidelines for maintaining a mature and comprehensive cybersecurity program, outlining the essential components and responsibilities required to safeguard sensitive information.Risk Assessment and Management PracticesThe Company employs processes to assess, identify, and manage cybersecurity risks. These processes include conducting tabletop exercises to test and reinforce incident response controls, performing control gap analyses, executing penetration tests, and implementing data recovery testing. Internal and external security assessments, along with ongoing threat intelligence monitoring, are used to further strengthen the program. Employees participate in annual cybersecurity and data privacy training to enhance awareness and preparedness across the enterprise.Incident Management and ResponseThe Company has established an incident management and response program that continuously monitors information systems for vulnerabilities, threats, and incidents. This program is designed to respond to and manage incidents as they arise, remediate vulnerabilities, and communicate significant threats or incidents to management, including the Chief Security Officer (CSO), the Chief Digital and Technology Officer (CDTO), and executive leadership. Under the incident response plan, incidents are reported to the Audit and Finance Committee and, when necessary, to appropriate government agencies, based on their impact, significance, and scope.Third-Party Risk ManagementWe require third-party partners and contractors to handle data in accordance with the Company’s data privacy and cybersecurity requirements, as well as applicable laws. The Company maintains ongoing engagement with suppliers, partners, contractors, and service providers to identify and remediate vulnerabilities, and monitors system upgrades to mitigate future risks. Through our third-party risk management program, we evaluate whether third parties use effective controls and business continuity plans, and drive the remediation of any identified issues or risks.

The information required by Part III of this report, to the extent not set forth herein, is incorporated by reference from the registrant’s definitive proxy statement relating to its 2026 Annual Meeting of Shareholders. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

Basis of Presentation, Use of Estimates and Significant Accounting PoliciesBasis of PresentationThe 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, including variable interest entities. All significant intercompany accounts and transactions have been eliminated.Use of EstimatesThese Consolidated Financial Statements include certain amounts based on the Company’s best estimates and judgments. The Company’s most significant estimates relate to estimates and judgments for medical costs payable and goodwill. Certain of these estimates require the application of complex assumptions and judgments, often because they involve matters inherently uncertain and will likely change in subsequent periods. The impact of any change in estimates is included in earnings in the period in which the estimate is adjusted.Net Portfolio Divestitures, Restructuring and Other Actions and Direct Response Costs - CyberattackNet Portfolio DivestituresIn 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 ActionsAdditionally, 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.

Dispositions and Held for Sale2025 Dispositions and Held for SaleIn 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 BusinessesOther BusinessesAssetsCash and cash equivalents$253 $317 Accounts receivable and other current assets747515Property, equipment and capitalized software819292Goodwill176434Other intangible assets257803Other long-term assets320346Remeasurement of assets of businesses held for sale to fair value less cost to sell (1)(1,523)(950)Total assets$1,049 $1,757 LiabilitiesMedical costs payable$205 $463 Accounts payable and other current liabilities408301Other long-term liabilities362407Total liabilities$975 $1,171 (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 BusinessDue 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.

Goodwill and Other Intangible AssetsChanges in the carrying amount of goodwill, by reportable segment, were as follows:(in millions)UnitedHealthcareOptum HealthOptum InsightOptum RxConsolidatedBalance at January 1, 2024$27,878 $37,079 $19,307 $19,468 $103,732 Acquisitions— 2,071 — 2,305 4,376 Dispositions, foreign currency effects and other adjustments, net(717)(324)(327)(6)(1,374)Balance at December 31, 202427,161 38,826 18,980 21,767 106,734 Acquisitions— 4,011 — 284 4,295 Dispositions, foreign currency effects and other adjustments, net35 (72)(247)(246)(530)Balance at December 31, 2025$27,196 $42,765 $18,733 $21,805 $110,499 The gross carrying value, accumulated amortization and net carrying value of other intangible assets were as follows: December 31, 2025December 31, 2024(in millions)Gross Carrying ValueAccumulated AmortizationNet Carrying ValueGross Carrying ValueAccumulated AmortizationNet Carrying ValueCustomer-related$14,456 $(5,966)$8,490 $17,190 $(6,675)$10,515 Trademarks and technology2,356 (1,265)1,091 2,917 (1,284)1,633 Trade names, trademarks, operating licenses and certificates and other indefinite-lived10,734 — 10,734 10,454 — 10,454 Other400 (241)159 1,057 (391)666 Total$27,946 $(7,472)$20,474 $31,618 $(8,350)$23,268 The fair values and weighted-average useful lives assigned to intangible assets as a result of transactions completed during years ended: 20252024(in millions, except years)Fair ValueWeighted-Average Useful LifeFair ValueWeighted-Average Useful LifeCustomer-related$14 8 years$1,258 12 yearsTrademarks and technology21 3 years527 6 yearsOther75 9 years22 8 yearsTotal finite-lived$110 8 years$1,807 10 yearsTotal indefinite-lived - trade names, trademarks, operating licenses and certificates and other415 8,795 Total intangible assets$525 $10,602 Estimated full year amortization expense relating to intangible assets for each of the next five years ending December 31 is as follows:(in millions)2026$1,340 20271,257 20281,178 20291,047 2030926 Amortization expense relating to intangible assets for the years ended December 31, 2025, 2024 and 2023 was $1.7 billion, $1.7 billion and $1.6 billion, respectively.

Property, Equipment and Capitalized SoftwareA summary of property, equipment and capitalized software is as follows: (in millions)December 31, 2025December 31, 2024Land and improvements$387 $364 Buildings and improvements4,087 4,215 Computer equipment2,279 2,267 Furniture and fixtures1,708 1,694 Less accumulated depreciation(3,719)(3,645)Property and equipment, net4,742 4,895 Capitalized software9,847 8,984 Less accumulated amortization(3,827)(3,326)Capitalized software, net6,020 5,658 Total property, equipment and capitalized software, net$10,762 $10,553 Depreciation expense for property and equipment for the years ended December 31, 2025, 2024 and 2023 was $1.0 billion, $1.0 billion, and $1.1 billion, respectively. Amortization expense for capitalized software for the years ended December 31, 2025, 2024 and 2023 was $1.7 billion, $1.4 billion and $1.2 billion, respectively.

Short-Term Borrowings and Long-Term Debt Short-term borrowings and senior unsecured long-term debt consisted of commercial paper and notes as follows: Carrying Value as of December 31,Carrying Value as of December 31,(in millions, except percentages)20252024(continued)20252024Commercial paper$2,249 $1,300 $850 5.8%, Mar 2036839 838 $2,000 3.75%, Jul 2025—1,999$500 6.5%, Jun 2037492 492 $750 5.15% Oct 2025—749$650 6.625%, Nov 2037641 641 $300 3.7%, Dec 2025—300$1,100 6.875%, Feb 20381,080 1,079 $500 1.25%, Jan 2026500499$1,250 3.5%, Aug 20391,243 1,243 $1,000 3.1%, Mar 20261,000999$1,000 2.75%, May 2040972 970 $1,000 1.15%, May 2026989953$300 5.7%, Oct 2040297 296 $650 4.75%, Jul 2026649648$350 5.95%, Feb 2041346 346 $500 floating rate, Jul 2026500499$1,500 3.05%, May 20411,485 1,485 $750 3.45%, Jan 2027749749$600 4.625%, Nov 2041591 590 $500 4.6%, Apr 2027498496$502 4.375%, Mar 2042487 487 $625 3.375%, Apr 2027624623$625 3.95%, Oct 2042611 610 $600 3.7%, May 2027599598$750 4.25%, Mar 2043737 737 $950 2.95%, Oct 2027947946$1,500 5.5%, Jul 20441,476 1,475 $1,000 5.25%, Feb 20281,010998$2,000 4.75%, Jul 20451,977 1,976 $1,150 3.85%, Jun 20281,1481,147$750 4.2%, Jan 2047740 739 $500 4.40% Jun 2028498— $725 4.25%, Apr 2047718 718 $850 3.875%, Dec 2028847847$950 3.75%, Oct 2047936 935 $1,250 4.25%, Jan 20291,2501,221$1,350 4.25%, Jun 20481,332 1,332 $400 4.7%, Apr 2029406398$1,100 4.45%, Dec 20481,088 1,087 $900 4%, May 2029882854$1,250 3.7%, Aug 20491,237 1,237 $1,000 2.875%, Aug 2029943902$1,250 2.9%, May 20501,213 1,212 $1,250 4.8%, Jan 20301,2571,225$2,000 3.25%, May 20511,973 1,972 $1,250 5.3%, Feb 20301,2721,243$2,000 4.75%, May 20521,967 1,966 $1,250 2%, May 20301,242 1,240 $2,000 5.875%, Feb 20531,968 1,968 $750 4.65% Jan 2031745 — $2,000 5.05%, Apr 20531,970 1,969 $1,000 4.9%, Apr 20311,010 982 $1,750 5.375%, Apr 20541,730 1,729 $1,500 2.3%, May 20311,340 1,271 $2,750 5.625%, Jul 20542,724 2,724 $1,500 4.95%, Jan 20321,490 1,489 $750 5.95%, June 2055735 — $1,500 4.2%, May 20321,428 1,372 $1,250 3.875%, Aug 20591,229 1,229 $2,000 5.35%, Feb 20332,024 1,966 $1,000 3.125%, May 2060967 967 $1,500 4.5%, Apr 20331,460 1,410 $1,000 4.95%, May 2062982 981 $1,250 5%, Apr 20341,250 1,214 $1,500 6.05%, Feb 20631,466 1,466 $2,000 5.15%, Jul 20342,015 1,959 $1,750 5.2%, Apr 20631,710 1,710 $1,000 5.3%, June 2035992 — $1,100 5.5%, Apr 20641,086 1,085 $1,000 4.625%, Jul 20351,001 971 $1,850 5.