UnitedHealth Group · 10-Q · Item 2 MD&A

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

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

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

EXECUTIVE OVERVIEW

General

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

We have four reportable segments:

•Optum Health;

•Optum Insight;

•Optum Rx; and

•UnitedHealthcare, which includes UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement and UnitedHealthcare Community & State.

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

Net Portfolio Divestitures and Restructuring and Other Actions

Net Portfolio Divestitures

In the fourth quarter of 2025, the Company took various actions as a result of a strategic review of its assets and businesses aimed at advancing and scaling its core operations, including the value-based care business at Optum Health. For the three and 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.

Restructuring and Other Actions

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.

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Business Trends

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

Pricing Trends. To price our health care benefits, products and services, we start with our view of expected future costs, including medical care patterns, the mix and health status of people served, inflation and labor market dynamics. We continually evaluate and adjust our approach in each of the local markets we serve, considering relevant factors, such as product positioning, price competitiveness and environmental, competitive, legislative and regulatory considerations, including minimum medical loss ratio thresholds and similar revenue adjustments. We seek to balance growth and profitability across all these dimensions.

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

Medicare Advantage funding continues to be pressured, as discussed below in “Regulatory Trends and Uncertainties,” and we have observed a continued increase in care patterns and health care unit costs as discussed below in “Medical Cost Trends,” which we have contemplated in 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.

T1Optum 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.

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. T2The 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.

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, T3we 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.

Regulatory Trends and Uncertainties

Medicare Advantage Rates. Medicare Advantage rate notices for numerous years have resulted in industry base rates well below the industry forward medical cost trend. While the Final Notice for 2027 moved towards the expected industry forward medical cost trend, it remains below. The compounding impact of multi-year rate shortfalls 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.

As a result of ongoing Medicare funding pressures, there are adjustments we can make to partially offset these rate pressures and reductions for a particular period. For example, we can seek to intensify our medical and operating cost management, make changes to the size and composition of our care provider networks, adjust member benefits and implement or increase the

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member premiums supplementing the monthly payments we receive from the government. Additionally, we decide annually on a county-by-county basis where we will offer Medicare Advantage plans.

SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMS

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

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

•T4UnitedHealthcare served 1.6 million fewer people due to benefit design and pricing actions and reduced Medicaid eligibility and the exit from one state.

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

•Diluted earnings per common share were $6.04.

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

RESULTS SUMMARY

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

(in millions, except percentages and per share data)

Three Months Ended

Increase/

(Decrease)

Six Months Ended

Increase/

(Decrease)

Revenues:

Premiums

$

$

$

(1)

%

$

$

$

—

%

Products

2

2

Services

Investment and other income

Total revenues

—

1

Operating costs:

Medical costs

(4)

(2)

Operating costs

4

8

Cost of products sold

3

3

Depreciation and amortization

(4)

(4)

Total operating costs

(2)

—

Earnings from operations

Interest expense

(6)

(5)

Loss on sale of subsidiary and subsidiaries held for sale

Earnings before income taxes

Provision for income taxes

Net earnings

Earnings attributable to noncontrolling interests

Net earnings attributable to UnitedHealth Group common shareholders

$

$

$

%

$

$

$

%

Diluted earnings per share attributable to UnitedHealth Group common shareholders

$

$

$

$

$

$

Medical care ratio (a)

%

%

%

%

%

%

Operating cost ratio

Operating margin

Tax rate

Net earnings margin (b)

Return on equity (c)

%

%

%

%

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

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

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

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2026 RESULTS OF OPERATIONS COMPARED TO 2025 RESULTS OF OPERATIONS

Consolidated Financial Results

Revenues

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.

Medical Costs and MCR

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

The MCR decreased due to favorable prior period reserve development, affordability and medical cost management initiatives, 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.

Operating Cost Ratio

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.

Tax Rate

The effective income tax rate increased as the rate for the three and six months ended June 30, 2025 was lower as a result of tax benefits having significantly more impact due to decreased pre-tax income, taxable earnings mix and the impact of the updated full year effective tax rate expectation.

Reportable Segments

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

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

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

Three Months Ended

Increase/

(Decrease)

Six Months Ended

Increase/

(Decrease)

(in millions, except percentages)

Revenues

UnitedHealthcare

$

$

$

—

%

$

$

$

1

%

Optum Health (a)

(5)

(4)

Optum Insight (a)

3

3

Optum Rx

—

1

Optum eliminations (a)

Optum

(2)

(1)

Eliminations

(5)

(3)

Consolidated revenues

$

$

$

—

%

$

$

$

1

%

Earnings from operations

UnitedHealthcare

$

$

$

%

$

$

$

%

Optum Health (a)

Optum Insight (a)

(2)

Optum Rx

3

(3)

Optum

5

Consolidated earnings from operations

$

$

$

%

$

$

$

%

Operating margin

UnitedHealthcare

%

%

%

%

%

%

Optum Health (a)

Optum Insight (a)

Optum Rx

Optum

Consolidated operating margin

%

%

%

%

%

%

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

UnitedHealthcare

The following table summarizes UnitedHealthcare revenues by business:

Three Months Ended

Increase/

(Decrease)

Six Months Ended

Increase/

(Decrease)

(in millions, except percentages)

UnitedHealthcare Employer & Individual - Domestic

$

$

$

1

%

$

$

$

1

%

UnitedHealthcare Employer & Individual - Global

UnitedHealthcare Employer & Individual - Total

1

1

UnitedHealthcare Medicare & Retirement

(1)

—

UnitedHealthcare Community & State

—

2

Total UnitedHealthcare revenues

$

$

$

—

%

$

$

$

1

%

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

Increase/(Decrease)

(in thousands, except percentages)

Commercial:

Risk-based

(9)

%

Fee-based

3

Total Commercial

—

Medicare Advantage

(9)

Medicaid

(9)

Medicare Supplement (Standardized)

(1)

Total Community and Senior

(8)

Total UnitedHealthcare - Medical

(3)

%

Supplemental Data:

Medicare Part D stand-alone

(3)

%

South American businesses held for sale

(2)

%

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.

Optum

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:

Optum Health

Revenues at Optum Health decreased primarily due to fewer patients served under value-based arrangements and the impact of dispositions, partially offset by the impact of business combinations. Earnings from operations increased due to cost management, 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.

Optum Insight

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.

Optum Rx

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.

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LIQUIDITY, FINANCIAL CONDITION AND CAPITAL RESOURCES

Liquidity

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

Six Months Ended June 30,

Increase/(Decrease)

(in millions)

Sources of cash:

Cash provided by operating activities

$

$

$

Issuances of short-term borrowings and long-term debt, net of repayments

—

Cash received from dispositions and other strategic transactions, net

Proceeds from common stock issuances

Sales and maturities of investments, net of purchases

—

Repayments of care provider loans - cyberattack

Customer funds administered

—

Other

—

Total sources of cash

Uses of cash:

Cash dividends paid

Common stock repurchases

Repayments of short-term borrowings and long-term debt, net of issuances

—

Cash paid for acquisitions and other transactions, net of cash assumed

Purchases of investments, net of sales and maturities

—

Purchases of property, equipment and capitalized software

Originations and purchases of loans, net of repayments and maturities

Customer funds administered

—

Other

Total uses of cash

Effect of exchange rate changes on cash and cash equivalents

(3)

Increase in cash and cash equivalents, including cash within businesses held for sale

$

$

$

Less: net increase in cash within businesses held for sale

Net increase in cash and cash equivalents

$

$

$

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.

Financial Condition

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.

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.

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Capital Resources and Uses of Liquidity

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

Cash Requirements. A summary of our cash requirements as of December 31, 2025 was disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 10-K. During the 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.

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

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

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

Moody’s

S&P Global

Fitch

A.M. Best

Ratings

Outlook

Ratings

Outlook

Ratings

Outlook

Ratings

Outlook

Senior unsecured debt

A2

Negative

A+

Negative

A

Negative

A-

Stable

Commercial paper

P-1

n/a

A-1

n/a

F1

n/a

AMB-1

n/a

The availability of financing in the form of debt or equity is influenced by many factors, including our profitability, operating cash flows, debt levels, credit ratings, debt covenants and other contractual restrictions, regulatory requirements and economic and market conditions. A significant downgrade in our credit ratings or adverse conditions in the capital markets may increase the cost of borrowing for us or limit our access to capital.

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

Share Repurchase Program. During the 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.

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.

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

Pending Acquisitions. In the first quarter of 2026, we entered into an agreement to acquire a company in the health care sector for $3.0 billion. On July 2, 2026, we completed the acquisition for $1.5 billion in cash, with the remaining $1.5 billion payable within one year.

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

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RECENTLY ISSUED ACCOUNTING STANDARDS

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

CRITICAL ACCOUNTING ESTIMATES

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

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

FORWARD-LOOKING STATEMENTS

The statements, estimates, projections, guidance or outlook contained in this document include “forward-looking” statements which are intended to take advantage of the “safe harbor” provisions of the federal securities laws. The words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “forecast,” “outlook,” “plan,” “project,” “should” and similar expressions identify forward-looking statements. These statements may contain information about financial prospects, economic conditions and trends and involve risks and uncertainties. Actual results could differ materially from those that management expects, depending on the outcome of certain factors including: our ability to effectively estimate, price for and manage medical costs; new or changes in existing health care laws or regulations, or their enforcement or application; cyberattacks, other privacy/data security incidents, or our failure to comply with related regulations; reductions in revenue or delays to cash flows received under government programs; changes in Medicare, the CMS star ratings program or the application of risk adjustment data validation audits; our ability to successfully execute initiatives designed to simplify and improve the consumer healthcare experience; our ability to effectively execute our value-based care strategies; the DOJ’s legal actions concerning our participation in the Medicare program; our ability to maintain and achieve improvement in quality scores impacting revenue; failure to maintain effective and efficient information systems or if our technology products do not operate as intended; risks and uncertainties associated with our businesses providing pharmacy care services; competitive pressures, including our ability to maintain or increase our market share; changes in or challenges to our public sector contract awards; failure to achieve targeted operating cost productivity improvements; failure to develop and maintain satisfactory relationships with health care payers, physicians, hospitals and other service providers; the impact of potential changes in tax laws and regulations; increases in costs and other liabilities associated with litigation, government investigations, audits or reviews; risks and uncertainties associated with our increasing use of artificial intelligence and other emerging technologies; failure to complete, manage or integrate strategic transactions; risks and uncertainties associated with the sale of our remaining operations in South America; risks associated with public health crises arising from large-scale medical emergencies, pandemics, natural disasters and other extreme events; failure to attract, develop, retain, and manage the succession of key employees and executives; our investment portfolio performance; impairment of our goodwill and intangible assets; failure to protect proprietary rights to our databases, software and related products; downgrades in our credit ratings; and our ability to obtain sufficient funds from our regulated subsidiaries or from external financings to fund our obligations, reinvest in our business, maintain our debt to total capital ratio at targeted levels, maintain our quarterly dividend payment cycle, or continue repurchasing shares of our common stock.

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.

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