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- 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.
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 →
Key Changes
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Net earnings attributable to UnitedHealth Group common shareholders rose 61.0% to $5.48B in the second quarter, with diluted EPS of $6.04.
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high
Earnings from operations increased 55.2% to $7.99B.
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Cash flows from operations for the six months ended June 30, 2026 were $19.96B, up 57.9% from the prior year.
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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.
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The Board of Directors increased the quarterly dividend to an annual rate of $9.28 compared to $8.84 per share.
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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
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.
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.
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.
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.
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.
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.
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
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
The notes disclose a new pending acquisition, a new IRS transfer pricing dispute, and a new receivables financing facility.
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 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 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.
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.
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.
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
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.
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.
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