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Red Flags Detected

  • Irs Transfer Pricing Dispute (new) — The Company disclosed a new IRS dispute over transfer pricing that could significantly increase taxable income for 2017-2020 and subsequent years.
NYSE: UNH UNITEDHEALTH GROUP INC 10-Q

UnitedHealth Group's second-quarter net earnings attributable to common shareholders rose 61.0% to $5.48B, and the company disclosed a new IRS transfer pricing dispute that could significantly increase taxable income for 2017-2020 and subsequent years.

Filed August 10, 2026 · Period ending June 30, 2026 · Compared to 10-Q Aug 11, 2025 · ~1 min read

Key Financials

SEC XBRL
Metric PriorJun 30, 2025 CurrentJun 30, 2026 Δ
Revenue $111.6B $112.0B ▲ +0.4%
Net income $3.41B $5.48B ▲ +61.0%
Diluted EPS $3.74 $6.04 ▲ +61.5%
Operating income $5.15B $7.99B ▲ +55.2%
Cash & equivalents $28.6B $28.6B ▼ -0.0%
Long-term debt (noncurrent) $73.5B $69.5B ▼ -5.4%
Total assets $308.6B $309.7B ▲ +0.4%

As reported in XBRL by the filer · 10-Q vs 10-Q. Income figures cover the fiscal quarter (not year-to-date); cash & assets are period-end balances. n/m = not meaningful (sign change; a % would mislead). about this table · verify on EDGAR →

6 key changes 4 high relevance 1 red flag 2 sections

Key Changes

  • high

    Net earnings attributable to UnitedHealth Group common shareholders rose 61.0% to $5.48B in the second quarter, with diluted EPS of $6.04.

  • high

    Earnings from operations increased 55.2% to $7.99B.

  • high

    Cash flows from operations for the six months ended June 30, 2026 were $19.96B, up 57.9% from the prior year.

  • medium

    The company repurchased 10.5 million shares at an average price of $344.08 per share during the first half of 2026, including forward contracts settled on July 1, 2026.

  • medium

    The Board of Directors increased the quarterly dividend to an annual rate of $9.28 compared to $8.84 per share.

  • high

    In the quarter, pre-tax income rose 70.7% to $6.97B while net income rose 61.0% to $5.48B; income taxes were 18.6% of pre-tax income, against 12.5% a year earlier.

Summary

UnitedHealth Group reported second quarter 2026 net earnings attributable to common shareholders of $5.48B, up 61.0% from $3.41B a year earlier. Diluted earnings per share rose to $6.04 from $3.74. Total revenues were $112.03B, compared to $111.62B. Earnings from operations increased 55.2% to $7.99B.

UnitedHealthcare revenues were $86.02B, down 0.1% from the prior year. Optum revenues decreased 2.3% to $65.66B, with Optum Health down 5.1% to $23.47B. Optum Health's earnings from operations rose 177.4% to $1.19B.

The company disclosed a new IRS transfer pricing dispute that could significantly increase taxable income for 2017-2020 and subsequent years. Cash flows from operations for the first half of 2026 were $19.96B, up 57.9% from $12.64B. The company completed an acquisition on July 2, 2026 for $1.5 billion in cash, with the remainder payable within one year.

Section-by-Section Diff

MD&A

~7,700 words (+12% vs prior)

UnitedHealth Group's MD&A now discloses a strategic review-driven net portfolio divestiture program and a pending acquisition, while Medicare Advantage funding pressures and membership declines have intensified.

7 Modified
Substantive Edit Medicare Advantage Funding and Membership Outlook high

Previous filing · verify on EDGAR →

Medicare Advantage funding continues to be pressured, as discussed below in “Regulatory Trends and Uncertainties” and we have observed increased care patterns as discussed below in “Medical Cost Trends,” which may impact pricing and benefit design in future periods.

Current filing · verify on EDGAR →

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.

The current filing states that Medicare Advantage membership contraction is expected to continue throughout 2026 due to funding pressures, whereas the prior filing only noted that increased care patterns may impact future pricing and benefit design.

Substantive Edit Medicare Advantage Rate Notice Comparison medium

Previous filing · verify on EDGAR →

Medicare Advantage rate notices for numerous years have resulted in industry base rates well below the industry forward medical cost trend, with the Final Notice for 2026 beginning to approach the industry forward medical cost trend.

Current filing · verify on EDGAR →

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.

The current filing updates the Medicare Advantage rate discussion to reference the Final Notice for 2027, which moved towards but remains below the expected industry forward medical cost trend, compared to the prior reference to the 2026 Final Notice beginning to approach the trend.

Substantive Edit Individual Exchange Profit Rebate Pledge high

Added in current filing · verify on EDGAR →

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.

The current MD&A adds a new disclosure that the company has voluntarily pledged to rebate 2026 profits on individual exchange products to customers, which was not present in the prior period.

Substantive Edit Medicaid Membership Decline Drivers medium

Previous filing · verify on EDGAR →

Additionally, we expect some Medicaid membership losses in 2026 as a result of early adoption of recent legislation.

Current filing · verify on EDGAR →

People served by Medicaid offerings declined in the first half of 2026 due to the exit from one state and reduced Medicaid eligibility.

The current filing attributes the Medicaid membership decline to exiting one state and reduced eligibility, whereas the prior filing only anticipated future losses from early adoption of recent legislation.

Substantive Edit Pending Acquisition Amount and Completion high

Previous filing · verify on EDGAR →

As of June 30, 2025, we have entered into agreements to acquire companies in the health care sector, subject to regulatory approval and other customary closing conditions. The total anticipated consideration required for these acquisitions, excluding the payoff of acquired indebtedness, was approximately $4 billion.

Current filing · verify on EDGAR →

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.

The pending acquisitions disclosure changed from multiple agreements totaling approximately $4 billion to a single $3.0 billion acquisition that was completed on July 2, 2026 for $1.5 billion in cash with the remainder payable within one year.

Substantive Edit Share Repurchase Program Authorization medium

Previous filing · verify on EDGAR →

As of June 30, 2025, we had Board of Directors’ authorization to purchase up to 21.0 million shares of our common stock.

Current filing · verify on EDGAR →

As of June 30, 2026, we had Board of Directors’ authorization to purchase up to 10.6 million shares of our common stock.

The remaining share repurchase authorization decreased from 21.0 million shares to 10.6 million shares, reflecting repurchases during the period.

Show 1 minor / wording change
Substantive Edit Dividend Increase low

Previous filing · verify on EDGAR →

In June 2025, our Board of Directors increased our quarterly cash dividend to an annual rate of $8.84 compared to $8.40 per share, which we had paid since June 2024.

Current filing · verify on EDGAR →

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.

The annual dividend rate increased from $8.84 to $9.28 per share, reflecting the June 2026 dividend increase.

Notes

~8,900 words (+21% vs prior)

The notes disclose a new pending acquisition, a new IRS transfer pricing dispute, and a new receivables financing facility.

3 Added 5 Modified
Added Pending acquisition high

Added in current filing · verify on EDGAR →

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

The Company disclosed a new acquisition agreement, which was completed on July 2, 2026 for cash with the remainder payable within one year.

Added IRS transfer pricing dispute high

Added in current filing · verify on EDGAR →

On March 6, 2026, the Company received Notices of Proposed Adjustment (“NOPAs”) from the IRS for transactions undertaken during the 2017 through 2020 tax years involving intercompany transfer pricing with a foreign subsidiary. The IRS is seeking to significantly increase taxable income for each of the applicable periods and could also seek similar adjustments for subsequent years after 2020.

The Company disclosed a new IRS dispute over transfer pricing that could significantly increase taxable income for 2017-2020 and subsequent years.

Added Receivables financing facility medium

Added in current filing · verify on EDGAR →

The Company has a $3.3 billion 364-day uncommitted receivables financing facility under which certain receivables may be sold to financial institutions. During the six months ended June 30, 2026, the Company sold $3.2 billion of receivables under the receivables financing facility, of which $1.7 billion has been collected from counterparties, with $130 million not yet remitted to financial institutions.

The Company disclosed a new receivables financing facility and sold receivables under it during the first half of 2026.

Substantive Edit Held for sale disclosures medium

Previous filing · verify on EDGAR →

The Company’s planned sales of its remaining South American operations are expected to close within the year, subject to regulatory and other customary closing conditions. 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 Sheet, respectively.

Current filing · verify on EDGAR →

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 Condensed 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 held for sale disclosure was updated to reflect the fourth quarter 2025 agreement, expected closing in the second half of 2026, and inclusion of losses in the income statement.

Substantive Edit Segment realignment medium

Added in current filing · verify on EDGAR →

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 is now included in Optum Insight. The Company’s reportable segments remain unchanged, with prior period segment financial information recast to conform to the 2026 presentation.

The Company realigned Optum Financial from Optum Health to Optum Insight effective January 1, 2026, with prior periods recast.

Substantive Edit Forward share repurchase contracts medium

Added in current filing · verify on EDGAR →

During the six months ended June 30, 2026, the Company entered into forward contracts with a counterparty to repurchase up to $2.0 billion of its common stock, with settlement on or before July 1, 2026. A liability is established within other current liabilities on the Condensed Consolidated Balance Sheets with a corresponding reduction to additional paid-in-capital for the fair market value of the shares repurchased on the date the contract is completed.

The Company disclosed new forward share repurchase contracts, settled on July 1, 2026.

Show 2 minor / wording changes
Substantive Edit Dividend increase low

Previous filing · verify on EDGAR →

In June 2025, the Company’s Board of Directors increased the Company’s quarterly cash dividend to shareholders to an annual rate of $8.84 compared to $8.40 per share, which the Company had paid since June 2024.

Current filing · verify on EDGAR →

In June 2026, the Company’s Board of Directors increased the Company’s quarterly cash dividend to shareholders to an annual rate of $9.28 compared to $8.84 per share, which the Company had paid since June 2025.

The annual dividend rate increased from $8.84 to $9.28 per share.

Substantive Edit Medical costs payable development low

Previous filing · verify on EDGAR →

For the six months ended June 30, 2025 and 2024, prior years’ medical cost reserve development included no individual factors that were significant.

Current filing · verify on EDGAR →

For the six months ended June 30, 2026, prior years’ medical cost reserve development was driven by a favorable respiratory illness season along with various other individually insignificant factors.

The current period's prior year reserve development was driven by a favorable respiratory illness season, whereas the prior period had no individually significant factors.

Financial Statements

Primary statements as printed on the EDGAR filing (iXBRL face). Companyfacts is used only when a statement is not on the HTML face. Not generated by the model.

As filed

Condensed Consolidated Statements of Operations (Unaudited)

(in millions, except per share data)

Description Three months ended June 30, 2026 Three months ended June 30, 2025 Six months ended June 30, 2026 Six months ended June 30, 2025
Revenues:
Premiums 86,956 87,905 174,517 174,439
Products 13,835 13,564 27,085 26,600
Services 10,018 9,039 19,797 18,011
Investment and other income 1,223 1,108 2,354 2,141
Total revenues 112,032 111,616 223,753 221,191
Operating costs:
Medical costs 75,358 78,585 148,847 151,996
Operating costs 14,268 13,778 29,658 27,372
Cost of products sold 13,375 13,019 26,198 25,409
Depreciation and amortization 1,040 1,084 2,069 2,145
Total operating costs 104,041 106,466 206,772 206,922
Earnings from operations 7,991 5,150 16,981 14,269
Interest expense (962) (1,027) (1,917) (2,025)
Loss on sale of subsidiary and subsidiaries held for sale (61) (41) (133) (56)
Earnings before income taxes 6,968 4,082 14,931 12,188
Provision for income taxes (1,298) (510) (2,780) (2,142)
Net earnings 5,670 3,572 12,151 10,046
Earnings attributable to noncontrolling interests (186) (166) (387) (348)
Net earnings attributable to UnitedHealth Group common shareholders 5,484 3,406 11,764 9,698
Earnings per share attributable to UnitedHealth Group common shareholders:
Basic 6.06 3.76 12.98 10.66
Diluted 6.04 3.74 12.94 10.61
Basic weighted-average number of common shares outstanding 902 907 905 910
Dilutive effect of common share equivalents 4 3 3 4
Diluted weighted-average number of common shares outstanding 906 910 908 914
Anti-dilutive shares excluded from the calculation of dilutive effect of common share equivalents 12 13 15 10

Condensed Consolidated Balance Sheets (Unaudited)

(in millions, except per share data)

Description June 30, 2026 December 31, 2025
Assets
Current assets:
Cash and cash equivalents 28,585 24,365
Short-term investments 2,883 3,756
Accounts receivable, net 21,573 23,018
Other current receivables, net 24,722 29,697
Prepaid expenses and other current assets 9,097 9,746
Total current assets 86,860 90,582
Long-term investments 57,716 54,251
Property, equipment and capitalized software, net 10,762 10,762
Goodwill 110,645 110,499
Other intangible assets, net 19,749 20,474
Other assets 23,995 23,013
Total assets 309,727 309,581
Liabilities, redeemable noncontrolling interests and equity
Current liabilities:
Medical costs payable 38,930 39,337
Accounts payable and accrued liabilities 39,741 38,032
Short-term borrowings and current maturities of long-term debt 3,827 6,069
Unearned revenues 2,986 3,413
Other current liabilities 26,336 28,046
Total current liabilities 111,820 114,897
Long-term debt, less current maturities 69,501 72,320
Deferred income taxes 2,722 2,421
Other liabilities 19,735 18,245
Total liabilities 203,778 207,883
Commitments and contingencies (Note 7)
Redeemable noncontrolling interests 1,436 1,608
Equity:
Preferred stock, $0.001 par value 10 shares authorized; no shares issued or outstanding — —
Common stock, $0.01 par value 3,000 shares authorized; 905 and 906 issued and outstanding 9 9
Additional paid-in capital — 559
Retained earnings 100,957 95,603
Accumulated other comprehensive loss (2,519) (2,061)
Nonredeemable noncontrolling interests 6,066 5,980
Total equity 104,513 100,090
Total liabilities, redeemable noncontrolling interests and equity 309,727 309,581

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in millions)

Description Six months ended June 30, 2026 Six months ended June 30, 2025
Operating activities
Net earnings 12,151 10,046
Noncash items:
Depreciation and amortization 2,069 2,145
Deferred income taxes 411 (87)
Share-based compensation 624 572
Loss on sale of subsidiary and subsidiaries held for sale 133 56
Other, net (235) 127
Net change in other operating items, net of effects from acquisitions and dispositions:
Accounts receivable 1,481 (1,681)
Other assets 3,020 (2,143)
Medical costs payable (420) 4,371
Accounts payable and other liabilities 1,152 (480)
Unearned revenues (422) (282)
Cash flows from operating activities 19,964 12,644
Investing activities
Purchases of investments (10,125) (8,180)
Sales of investments 2,664 5,181
Maturities of investments 4,710 4,326
Cash paid for acquisitions and other transactions, net of cash assumed (98) (734)
Purchases of property, equipment and capitalized software (1,562) (1,784)
Repayments of care provider loans cyberattack 197 1,293
Originations and purchases of loans (2,745) (2,225)
Repayments and maturities of loans 1,424 588
Cash received from dispositions and other strategic transactions, net 1,091 109
Other, net 199 (90)
Cash flows used for investing activities (4,245) (1,516)
Financing activities
Common share repurchases (1,646) (5,545)
Cash dividends paid (4,092) (3,912)
Proceeds from common stock issuances 359 581
Repayments of long-term debt (2,500) —
Repayments of short-term borrowings, net (2,313) (1,403)
Proceeds from issuance of long-term debt — 2,969
Customer funds administered 332 (25)
Other, net (1,755) (513)
Cash flows used for financing activities (11,615) (7,848)
Effect of exchange rate changes on cash and cash equivalents (3) 29
Increase in cash and cash equivalents, including cash within businesses held for sale 4,101 3,309
Less: net change in cash within businesses held for sale 119 (25)
Net increase in cash and cash equivalents 4,220 3,284
Cash and cash equivalents, beginning of period 24,365 25,312
Cash and cash equivalents, end of period 28,585 28,596

Amounts as printed on the EDGAR/iXBRL face — (in millions, except per share data); (in millions). Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗

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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 18, 2026 · How we verify