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Form 10-K
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Minnesota
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41-1321939
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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UnitedHealth Group Center
9900 Bren Road East
Minnetonka, Minnesota
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55343
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(Address of principal executive offices)
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(Zip Code)
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COMMON STOCK, $.01 PAR VALUE
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NEW YORK STOCK EXCHANGE, INC.
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(Title of each class)
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(Name of each exchange on which registered)
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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*
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Only shares of voting stock held beneficially by directors, executive officers and subsidiaries of the Company have been excluded in determining this number.
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Page
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Part I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Part II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Part III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Part IV
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Item 15.
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||
•
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UnitedHealthcare, which includes UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement, UnitedHealthcare Community & State and UnitedHealthcare International;
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•
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OptumHealth;
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•
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OptumInsight; and
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•
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OptumRx.
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•
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a national scale;
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•
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the breadth of our product offerings, which are responsive to many distinct market segments in health care;
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•
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strong local market relationships;
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•
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service and advanced technology;
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•
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competitive medical and operating cost positions;
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•
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effective clinical engagement;
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•
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extensive expertise in distinct market segments; and
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•
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a commitment to innovation.
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•
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Network access and care coordination in the U.S. and overseas;
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•
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TPA products and services for health plans and TPAs;
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•
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Brokerage services;
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•
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Practice management services for care providers;
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•
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Government and corporate consulting services for improving quality and efficiency; and
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•
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Global expatriate insurance solutions.
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•
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Those who need care: the consumers and patients who need the right support, information, resources and products to achieve their health goals.
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•
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Those who provide care: physicians and other care providers, hospitals and clinical facilities seeking to modernize in ways that enable the best patient care and experience possible, delivered cost-effectively.
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•
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Those who pay for care: insurers, employers and government agencies devoted to ensuring that those they sponsor receive high-quality care, administered and delivered efficiently.
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•
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Those who innovate for care: life sciences and research focused organizations dedicated to developing more effective approaches, enabling technologies and medicines that improve the delivery and quality of care.
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•
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OptumHealth focuses on care management, integrated care delivery, and consumer solutions, including financial services;
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•
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OptumInsight delivers operational services and support and health information technology services; and
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•
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OptumRx specializes in pharmacy services.
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•
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Specialty Networks: Within Specialty Networks, OptumHealth serves over 55 million people in two primary ways: 1) creating access to networks of provider specialists in the areas of behavioral health management (e.g., mental health, substance abuse), global well-being (e.g., international work/life solutions), chronic physical health management (e.g., chiropractic, physical therapy), and complex medical conditions (e.g., transplant, infertility); and 2) managing the care and health needs for consumers through a variety of programs utilizing predictive modeling, evidence-based clinical outcomes management and peer support. Specialty Networks addresses areas likely to have significant variation in clinical practice, where a disciplined, evidence-based approach can drive improved health outcomes and reduced costs. These range from relatively commonly accessed services (e.g., behavioral health and chiropractic) to less common procedures such as transplant, infertility, bariatric surgery and kidney disease/end stage renal disease.
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•
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Health Management Solutions: OptumHealth serves more than 40 million people with population health management solutions (e.g., care management and advocacy, health and wellness, and complex conditions including cancer, neonatal and maternity) and decision support solutions (e.g., insurance choices and treatment and health care provider options). This comprehensive solution set empowers consumers to take more control of their health and well-being and enables their collaboration with specialty care providers, which is critical to decisions that drive medical costs, including hospitalization and surgery.
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•
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Distribution:
Connextions is a growth, retention and service solutions company meeting consumer distribution needs in the health care market. Through a combination of technology, campaign management and customer service, Connextions has developed a consumer relationship management and sales distribution platform. Services offered include call center support, software, data analysis, certified insurance brokers and trained nurses, which allow health care payers and providers to acquire, retain, schedule, refer and manage large populations of individual health care consumers. Connextions is also an enabler of health insurance exchange solutions, with private exchange business today.
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•
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Financial Services: Dedicated solely to providing financial solutions for the health care market, OptumHealth Financial Services helps organizations and individuals optimize their health care finances. As a leading provider of consumer health care accounts (e.g., HSAs, flexible spending accounts), OptumHealth’s tax-favored accounts enable individuals to save money today and build health savings for the future. Organizations rely upon OptumHealth to manage and improve their cash flows through turnkey electronic payment solutions (e.g., remittance advices, funds transfers), health care-related lending and credit (e.g., financing of care provider medical equipment acquisitions) and financial risk protection for third party payers and self-funded employers (e.g., comprehensive stop loss insurance coverage). Financial services includes Optum Bank. As of
December 31, 2012
, Financial Services had $1.8 billion in customer assets under management and during 2012 processed $66 billion in medical payments to physicians and other health care providers.
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•
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Financial Performance Improvement: Provides comprehensive revenue cycle management technology and services, claims integrity and coding solutions, and full business process outsourcing for hospitals and physicians practices to drive higher net patient revenue and lower operational costs;
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•
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Quality Measurements and Compliance: Delivers real-time medical necessity reviews and retrospective appeals management services to more than 2,400 hospitals in all 50 states;
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•
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Clinical Workflow and Connectivity: Provides high-acuity and ambulatory clinical workflow, clinical cost and performance analytics and benchmarks and electronic medical records software that makes hospital departments and physician practices more efficient, improves patient experience, and enables sharing of clinical data in integrated care settings; and
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•
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Accountable Care Solutions: Working with early adopters of Accountable Care Organization models to build the administrative, analytics, compliance, and care management infrastructure to succeed in outcomes-based payment models.
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•
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Network Performance: Comprehensive offerings to enhance performance of provider networks and improve population health, including network design, management and operation services, as well as analytical tools that support care management;
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•
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Clinical Performance and Compliance: Services that align clinical quality and performance with financial outcomes for payers, such as Medicare risk adjustment and CMS star rating system services and quality improvement consulting;
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•
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Operational Efficiency and Payment Integrity: A spectrum of offerings focused on improving the efficiency and cost-effectiveness of payer operations. Solutions assist in addressing a wide variety of operational improvement opportunities such as process improvement and automation, fraud and abuse, claims payment accuracy and coordination of benefits; and
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•
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Risk Optimization: Solutions help payers to grow and improve financial performance through predictive analytics and risk management services. Offerings include actuarial services, rating and underwriting products, and membership population modeling, as well as analytics and consulting.
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•
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Financial Management and Program Integrity: Improves the accuracy and efficiency of provider payments through prospective and retrospective analysis of claims transactions, driving detection of fraud and abuse and checking payment accuracy;
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•
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Consulting: Provides policy and compliance consulting including health policy advisory services; and
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•
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Data and Analytics Technology and Systems Integration: Measures and identifies opportunities for improvement in cost, network performance, and care management for populations of covered members. Government Solutions builds and manages health care specific data model and warehouse solutions for Federal and State based programs and applies business intelligence to analyze and drive decision making to improve cost, clinical outcomes, and member satisfaction.
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•
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Market Access and Reimbursement: Utilizes real-world evidence to drive increased drug revenues and pricing and reimbursements strategies;
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•
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Health Economics Outcomes and Late Phase Research: decreased commercialization costs through health economics and outcomes research and late phase/Phase IV research studies;
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•
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Data and Informatics Services;
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•
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Regulatory Consulting: Focuses on design and execution of multi-national regulatory strategies to help clients speed regulatory approval and maintain compliance with dynamic regulations across geographies;
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•
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Epidemiology and Drug Safety: Designs and executes epidemiology studies to understand detailed drug safety profiles and build integrated plans to address safety issues with regulators, providers, and patients; and
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•
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Patient-Reported Outcomes: Drives collection and understanding of patient reported outcomes to inform comparative effectiveness research, patient engagement and adherence, and population health management.
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•
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Currently Effective
: The Health Reform Legislation mandated the expansion of dependant coverage to include adult children until age 26; eliminated certain annual and lifetime caps on the dollar value of certain essential health benefits; eliminated pre-existing condition limits for enrollees under age 19; prohibited certain policy rescissions; prohibited plans and issuers from charging higher cost sharing (copayments or coinsurance) for emergency services that are obtained outside of a plan’s network; and included a requirement to provide coverage for preventive services without cost to members (for non-grandfathered plans).
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•
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Currently Effective with Phased Implementation
: The Health Reform Legislation also mandated consumer discounts on brand name and generic prescription drugs for Part D plan participants in the coverage gap. These consumer discounts will gradually increase over the next several years, which will decrease consumer out-of-pocket drug spending within the coverage gap, shifting a portion of these costs to the plan sponsor. In 2012, the discount on brand name prescription drugs was 50% while the discount on generic prescription drugs was 14%.
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•
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Effective 2013
: Effective beginning in 2013 with respect to services performed after 2009, the Health Reform Legislation limits the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code for insurance providers if at least 25% of the insurance provider’s gross premium revenue from health business is derived from health insurance plans that meet the minimum creditable coverage requirements.
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•
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Effective 2013/2014
: The Health Reform Legislation provides for an increase in Medicaid fee-for-service and managed care program reimbursements for primary care services provided by primary care doctors (family medicine, general internal medicine or pediatric medicine) to 100% of the Medicare payment rates for 2013 and 2014, and provides 100% federal financing for the difference in rates based on rates applicable on July 1, 2009.
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•
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Effective 2014
: A number of the provisions of the Health Reform Legislation are scheduled to take effect in 2014, including: an annual insurance industry assessment ($8 billion to be levied on the insurance industry in 2014 increasing to $14.3 billion by 2018 with increasing annual amounts thereafter), which is not deductible for income tax purposes; a transitional reinsurance program ($25 billion over a three-year period), which will be funded by a $5.25 per member per month fee (as currently estimated by HHS), on all comprehensive lines of business (including risk-based and self-insured) with only insurance plans for individuals eligible for reinsurance recoveries; a permanent risk adjustment program designed to promote stability in the individual and small employer group marketplace by transferring funds among competing plans based on variance in risk populations; all individual and group health plans must offer coverage on a guaranteed issue and guaranteed renewal basis during annual open enrollment and special enrollment periods and cannot apply pre-existing condition exclusions or health status rating adjustments; all individual and small group plans must provide certain essential health benefits, with member cost-sharing limitations and no annual limits on essential benefits coverage; establishment of state-based exchanges for individuals and small employers as well as certain CHIP eligibles; a temporary risk corridor program that limits the losses and gains of insurers that offer products on exchanges; introduction of plan designs based on set actuarial values to increase comparability of competing products on the exchanges and limit member cost-sharing obligations; and establishment of minimum medical loss ratio of 85% for Medicare Advantage plans, as calculated under rules that have not yet been issued.
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Name
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Age
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Position
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Stephen J. Hemsley
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60
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President and Chief Executive Officer
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David S. Wichmann
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50
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Executive Vice President and Chief Financial Officer of UnitedHealth Group and President of UnitedHealth Group Operations
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Gail K. Boudreaux
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52
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Executive Vice President of UnitedHealth Group and Chief Executive Officer of UnitedHealthcare
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Eric S. Rangen
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56
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Senior Vice President and Chief Accounting Officer
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Larry C. Renfro
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59
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Executive Vice President of UnitedHealth Group and Chief Executive Officer of Optum
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Marianne D. Short
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61
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Executive Vice President and Chief Legal Officer
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Lori Sweere
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54
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Executive Vice President of Human Capital
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ITEM 2.
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PROPERTIES
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ITEM 4.
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MINE SAFETY DISCLOSURES
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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High
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Low
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Cash Dividends Declared
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||||||
2013
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First quarter (through February 6, 2013)
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$
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57.83
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$
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51.36
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$
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0.2125
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||||||
2012
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First quarter
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$
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59.43
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$
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49.82
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$
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0.1625
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Second quarter
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$
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60.75
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$
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53.78
|
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$
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0.2125
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Third quarter
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$
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59.31
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$
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50.32
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$
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0.2125
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Fourth quarter
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$
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58.29
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$
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51.09
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$
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0.2125
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||||||
2011
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|
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|
||||||
First quarter
|
$
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45.75
|
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$
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36.37
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|
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$
|
0.1250
|
|
Second quarter
|
$
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52.64
|
|
|
$
|
43.30
|
|
|
$
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0.1625
|
|
Third quarter
|
$
|
53.50
|
|
|
$
|
41.27
|
|
|
$
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0.1625
|
|
Fourth quarter
|
$
|
51.71
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$
|
41.32
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$
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0.1625
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|
For the Month Ended
|
|
Total Number
of Shares
Purchased
|
|
Average Price
Paid per Share
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
|
|
Maximum Number
of Shares That May
Yet Be Purchased
Under The Plans or
Programs
|
|||||
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(in millions)
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(in millions)
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(in millions)
|
|||||
October 31, 2012
|
|
—
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|
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$
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—
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|
|
—
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|
|
94
|
|
November 30, 2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94
|
|
|
December 31, 2012
|
|
9
|
|
|
54
|
|
|
9
|
|
|
85
|
|
|
Total
|
|
9
|
|
|
$
|
54
|
|
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9
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|
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(a)
|
In November 1997, our Board of Directors adopted a share repurchase program, which the Board evaluates periodically. In June 2012, the Board renewed and expanded our share repurchase program with an authorization to repurchase up to 110 million shares of our common stock in open market purchases or other types of transactions (including prepaid or structured repurchase programs). There is no established expiration date for the program.
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12/07
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12/08
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12/09
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12/10
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12/11
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12/12
|
||||||||||||
UnitedHealth Group
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$
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100.00
|
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$
|
45.74
|
|
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$
|
52.49
|
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$
|
62.93
|
|
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$
|
89.48
|
|
|
$
|
97.17
|
|
S&P 500 Index
|
100.00
|
|
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63.00
|
|
|
79.67
|
|
|
91.67
|
|
|
93.61
|
|
|
108.59
|
|
||||||
Fortune 50 Group
|
100.00
|
|
|
52.66
|
|
|
58.88
|
|
|
69.57
|
|
|
69.55
|
|
|
82.41
|
|
|
12/07
|
|
12/08
|
|
12/09
|
|
12/10
|
|
12/11
|
|
12/12
|
||||||||||||
UnitedHealth Group
|
$
|
100.00
|
|
|
$
|
45.74
|
|
|
$
|
52.49
|
|
|
$
|
62.93
|
|
|
$
|
89.48
|
|
|
$
|
97.17
|
|
S&P 500 Index
|
100.00
|
|
|
63.00
|
|
79.67
|
|
91.67
|
|
93.61
|
|
108.59
|
|||||||||||
Peer Group
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100.00
|
|
|
44.58
|
|
|
60.73
|
|
|
62.11
|
|
|
80.06
|
|
|
83.33
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
For the Year Ended December 31,
|
||||||||||||||||||
(In millions, except percentages and per share data)
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Consolidated operating results
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
110,618
|
|
|
$
|
101,862
|
|
|
$
|
94,155
|
|
|
$
|
87,138
|
|
|
$
|
81,186
|
|
Earnings from operations
|
|
9,254
|
|
|
8,464
|
|
|
7,864
|
|
|
6,359
|
|
|
5,263
|
|
|||||
Net earnings
|
|
5,526
|
|
|
5,142
|
|
|
4,634
|
|
|
3,822
|
|
|
2,977
|
|
|||||
Return on shareholders’ equity (a)
|
|
18.7
|
%
|
|
18.9
|
%
|
|
18.7
|
%
|
|
17.3
|
%
|
|
14.9
|
%
|
|||||
Basic earnings per share attributable to UnitedHealth Group common shareholders
|
|
$
|
5.38
|
|
|
$
|
4.81
|
|
|
$
|
4.14
|
|
|
$
|
3.27
|
|
|
$
|
2.45
|
|
Diluted earnings per share attributable to UnitedHealth Group common shareholders
|
|
5.28
|
|
|
4.73
|
|
|
4.10
|
|
|
3.24
|
|
|
2.40
|
|
|||||
Cash dividends declared per common share
|
|
0.8000
|
|
|
0.6125
|
|
|
0.4050
|
|
|
0.0300
|
|
|
0.0300
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated cash flows from (used for)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
|
$
|
7,155
|
|
|
$
|
6,968
|
|
|
$
|
6,273
|
|
|
$
|
5,625
|
|
|
$
|
4,238
|
|
Investing activities
|
|
(8,649
|
)
|
|
(4,172
|
)
|
|
(5,339
|
)
|
|
(976
|
)
|
|
(5,072
|
)
|
|||||
Financing activities
|
|
471
|
|
|
(2,490
|
)
|
|
(1,611
|
)
|
|
(2,275
|
)
|
|
(605
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated financial condition
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(As of December 31)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and investments
|
|
$
|
29,148
|
|
|
$
|
28,172
|
|
|
$
|
25,902
|
|
|
$
|
24,350
|
|
|
$
|
21,575
|
|
Total assets
|
|
80,885
|
|
|
67,889
|
|
|
63,063
|
|
|
59,045
|
|
|
55,815
|
|
|||||
Total commercial paper and long-term debt
|
|
16,754
|
|
|
11,638
|
|
|
11,142
|
|
|
11,173
|
|
|
12,794
|
|
|||||
Shareholders’ equity
|
|
31,178
|
|
|
28,292
|
|
|
25,825
|
|
|
23,606
|
|
|
20,780
|
|
|||||
Debt to debt-plus-equity ratio
|
|
35.0
|
%
|
|
29.1
|
%
|
|
30.1
|
%
|
|
32.1
|
%
|
|
38.1
|
%
|
(a)
|
Return on equity is calculated as net earnings divided by average equity. Average equity is calculated using the equity balance at the end of the preceding year and the equity balances at the end of the four quarters of the year presented.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
For the Years Ended December 31,
|
Increase/(Decrease)
|
|
Increase/(Decrease)
|
|||||||||||||||||||||
(in millions, except percentages and per share data)
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Premiums
|
|
$
|
99,728
|
|
|
$
|
91,983
|
|
|
$
|
85,405
|
|
|
$
|
7,745
|
|
|
8
|
%
|
|
$
|
6,578
|
|
|
8
|
%
|
Services
|
|
7,437
|
|
|
6,613
|
|
|
5,819
|
|
|
824
|
|
|
12
|
|
|
794
|
|
|
14
|
|
|||||
Products
|
|
2,773
|
|
|
2,612
|
|
|
2,322
|
|
|
161
|
|
|
6
|
|
|
290
|
|
|
12
|
|
|||||
Investment and other income
|
|
680
|
|
|
654
|
|
|
609
|
|
|
26
|
|
|
4
|
|
|
45
|
|
|
7
|
|
|||||
Total revenues
|
|
110,618
|
|
|
101,862
|
|
|
94,155
|
|
|
8,756
|
|
|
9
|
|
|
7,707
|
|
|
8
|
|
|||||
Operating costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Medical costs
|
|
80,226
|
|
|
74,332
|
|
|
68,841
|
|
|
5,894
|
|
|
8
|
|
|
5,491
|
|
|
8
|
|
|||||
Operating costs
|
|
17,306
|
|
|
15,557
|
|
|
14,270
|
|
|
1,749
|
|
|
11
|
|
|
1,287
|
|
|
9
|
|
|||||
Cost of products sold
|
|
2,523
|
|
|
2,385
|
|
|
2,116
|
|
|
138
|
|
|
6
|
|
|
269
|
|
|
13
|
|
|||||
Depreciation and amortization
|
|
1,309
|
|
|
1,124
|
|
|
1,064
|
|
|
185
|
|
|
16
|
|
|
60
|
|
|
6
|
|
|||||
Total operating costs
|
|
101,364
|
|
|
93,398
|
|
|
86,291
|
|
|
7,966
|
|
|
9
|
|
|
7,107
|
|
|
8
|
|
|||||
Earnings from operations
|
|
9,254
|
|
|
8,464
|
|
|
7,864
|
|
|
790
|
|
|
9
|
|
|
600
|
|
|
8
|
|
|||||
Interest expense
|
|
(632
|
)
|
|
(505
|
)
|
|
(481
|
)
|
|
127
|
|
|
25
|
|
|
24
|
|
|
5
|
|
|||||
Earnings before income taxes
|
|
8,622
|
|
|
7,959
|
|
|
7,383
|
|
|
663
|
|
|
8
|
|
|
576
|
|
|
8
|
|
|||||
Provision for income taxes
|
|
(3,096
|
)
|
|
(2,817
|
)
|
|
(2,749
|
)
|
|
279
|
|
|
10
|
|
|
68
|
|
|
2
|
|
|||||
Net earnings
|
|
$
|
5,526
|
|
|
$
|
5,142
|
|
|
$
|
4,634
|
|
|
$
|
384
|
|
|
7
|
%
|
|
$
|
508
|
|
|
11
|
%
|
Diluted earnings per share attributable to UnitedHealth Group common shareholders
|
|
$
|
5.28
|
|
|
$
|
4.73
|
|
|
$
|
4.10
|
|
|
$
|
0.55
|
|
|
12
|
%
|
|
$
|
0.63
|
|
|
15
|
%
|
Medical care ratio (a)
|
|
80.4
|
%
|
|
80.8
|
%
|
|
80.6
|
%
|
|
(0.4
|
)%
|
|
|
|
0.2
|
%
|
|
|
|||||||
Operating cost ratio
|
|
15.6
|
|
|
15.3
|
|
|
15.2
|
|
|
0.3
|
|
|
|
|
0.1
|
|
|
|
|||||||
Operating margin
|
|
8.4
|
|
|
8.3
|
|
|
8.4
|
|
|
0.1
|
|
|
|
|
(0.1
|
)
|
|
|
|||||||
Tax rate
|
|
35.9
|
|
|
35.4
|
|
|
37.2
|
|
|
0.5
|
|
|
|
|
(1.8
|
)
|
|
|
|||||||
Net margin
|
|
5.0
|
|
|
5.0
|
|
|
4.9
|
|
|
—
|
|
|
|
|
0.1
|
|
|
|
|||||||
Return on equity (b)
|
|
18.7
|
%
|
|
18.9
|
%
|
|
18.7
|
%
|
|
(0.2
|
)%
|
|
|
|
0.2
|
%
|
|
|
(a)
|
Medical care ratio is calculated as medical costs divided by premium revenue.
|
(b)
|
Return on equity is calculated as net earnings divided by average equity. Average equity is calculated using the equity balance at the end of the preceding year and the equity balances at the end of the four quarters of the year presented.
|
•
|
Consolidated revenues increased
9%
and UnitedHealthcare revenues increased
8%
.
|
•
|
UnitedHealthcare medical enrollment grew by
6.4 million
people, including
4.4 million
people served in Brazil as a result of the Amil acquisition; Medicare Part D stand-alone membership decreased by
0.6 million
people.
|
•
|
The consolidated medical care ratio of
80.4%
decreased 40 basis points.
|
•
|
Earnings from operations increased
8%
at UnitedHealthcare and
14%
at Optum.
|
•
|
Net earnings of
$5.5 billion
and diluted earnings per share of
$5.28
increased
7%
and
12%
, respectively.
|
•
|
$1.1 billion
in cash was held by non-regulated entities as of
December 31, 2012
.
|
•
|
2012 debt offerings amounted to $4 billion, including the August debt exchange.
|
•
|
Cash paid for acquisitions in 2012, net of cash assumed, totaled $6.5 billion, including the fourth quarter acquisition of approximately 65% of the outstanding shares of Amil. We also plan to acquire an additional 25% of Amil in the first half of 2013. See Note 6 of Notes to the Consolidated Financial Statements included in Item 8, “Financial Statements” for further detail on Amil.
|
•
|
We repurchased 57 million shares for $3.1 billion and paid dividends of $0.8 billion.
|
•
|
UnitedHealthcare, which includes UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement, UnitedHealthcare Community & State, and UnitedHealthcare International;
|
•
|
OptumHealth;
|
•
|
OptumInsight; and
|
•
|
OptumRx.
|
|
|
For the Years Ended December 31,
|
|
Increase/(Decrease)
|
|
Increase/(Decrease)
|
||||||||||||||||||||
(in millions, except percentages)
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
UnitedHealthcare
|
|
$
|
103,419
|
|
|
$
|
95,336
|
|
|
$
|
88,730
|
|
|
$
|
8,083
|
|
|
8
|
%
|
|
$
|
6,606
|
|
|
7
|
%
|
OptumHealth
|
|
8,147
|
|
|
6,704
|
|
|
4,565
|
|
|
1,443
|
|
|
22
|
|
|
2,139
|
|
|
47
|
|
|||||
OptumInsight
|
|
2,882
|
|
|
2,671
|
|
|
2,342
|
|
|
211
|
|
|
8
|
|
|
329
|
|
|
14
|
|
|||||
OptumRx
|
|
18,359
|
|
|
19,278
|
|
|
16,724
|
|
|
(919
|
)
|
|
(5
|
)
|
|
2,554
|
|
|
15
|
|
|||||
Total Optum
|
|
29,388
|
|
|
28,653
|
|
|
23,631
|
|
|
735
|
|
|
3
|
|
|
5,022
|
|
|
21
|
|
|||||
Eliminations
|
|
(22,189
|
)
|
|
(22,127
|
)
|
|
(18,206
|
)
|
|
62
|
|
|
—
|
|
|
3,921
|
|
|
22
|
|
|||||
Consolidated revenues
|
|
$
|
110,618
|
|
|
$
|
101,862
|
|
|
$
|
94,155
|
|
|
$
|
8,756
|
|
|
9
|
%
|
|
$
|
7,707
|
|
|
8
|
%
|
Earnings from operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
UnitedHealthcare
|
|
$
|
7,815
|
|
|
$
|
7,203
|
|
|
$
|
6,740
|
|
|
$
|
612
|
|
|
8
|
%
|
|
$
|
463
|
|
|
7
|
%
|
OptumHealth
|
|
561
|
|
|
423
|
|
|
511
|
|
|
138
|
|
|
33
|
|
|
(88
|
)
|
|
(17
|
)
|
|||||
OptumInsight
|
|
485
|
|
|
381
|
|
|
84
|
|
|
104
|
|
|
27
|
|
|
297
|
|
|
354
|
|
|||||
OptumRx
|
|
393
|
|
|
457
|
|
|
529
|
|
|
(64
|
)
|
|
(14
|
)
|
|
(72
|
)
|
|
(14
|
)
|
|||||
Total Optum
|
|
1,439
|
|
|
1,261
|
|
|
1,124
|
|
|
178
|
|
|
14
|
|
|
137
|
|
|
12
|
|
|||||
Consolidated earnings from operations
|
|
$
|
9,254
|
|
|
$
|
8,464
|
|
|
$
|
7,864
|
|
|
$
|
790
|
|
|
9
|
%
|
|
$
|
600
|
|
|
8
|
%
|
Operating margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
UnitedHealthcare
|
|
7.6
|
%
|
|
7.6
|
%
|
|
7.6
|
%
|
|
—
|
%
|
|
|
|
—
|
%
|
|
|
|||||||
OptumHealth
|
|
6.9
|
|
|
6.3
|
|
|
11.2
|
|
|
0.6
|
|
|
|
|
(4.9
|
)
|
|
|
|||||||
OptumInsight
|
|
16.8
|
|
|
14.3
|
|
|
3.6
|
|
|
2.5
|
|
|
|
|
10.7
|
|
|
|
|||||||
OptumRx
|
|
2.1
|
|
|
2.4
|
|
|
3.2
|
|
|
(0.3
|
)
|
|
|
|
(0.8
|
)
|
|
|
|||||||
Total Optum
|
|
4.9
|
|
|
4.4
|
|
|
4.8
|
|
|
0.5
|
|
|
|
|
(0.4
|
)
|
|
|
|||||||
Consolidated operating margin
|
|
8.4
|
%
|
|
8.3
|
%
|
|
8.4
|
%
|
|
0.1
|
%
|
|
|
|
(0.1
|
)%
|
|
|
|
|
For the Years Ended December 31,
|
|
Increase/(Decrease)
|
|
Increase/(Decrease)
|
||||||||||||||||||||
(in millions, except percentages)
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||||||||||
UnitedHealthcare Employer & Individual
|
|
$
|
46,596
|
|
|
$
|
45,404
|
|
|
$
|
42,550
|
|
|
$
|
1,192
|
|
|
3
|
%
|
|
$
|
2,854
|
|
|
7
|
%
|
UnitedHealthcare Medicare & Retirement
(a)
|
|
39,257
|
|
|
34,933
|
|
|
33,018
|
|
|
4,324
|
|
|
12
|
|
|
1,915
|
|
|
6
|
|
|||||
UnitedHealthcare Community & State
(a)
|
|
16,422
|
|
|
14,954
|
|
|
13,123
|
|
|
1,468
|
|
|
10
|
|
|
1,831
|
|
|
14
|
|
|||||
UnitedHealthcare International
|
|
1,144
|
|
|
45
|
|
|
39
|
|
|
1,099
|
|
|
nm
|
|
|
6
|
|
|
15
|
|
|||||
Total UnitedHealthcare revenue
|
|
$
|
103,419
|
|
|
$
|
95,336
|
|
|
$
|
88,730
|
|
|
$
|
8,083
|
|
|
8
|
%
|
|
$
|
6,606
|
|
|
7
|
%
|
(a)
|
In the fourth quarter of 2012, UnitedHealthcare reclassified 75,000 dually eligible enrollees to UnitedHealthcare Community & State from UnitedHealthcare Medicare & Retirement to better reflect how these members are served. Earlier periods presented have been conformed to reflect this change.
|
|
|
December 31,
|
|
Increase/(Decrease)
|
|
Increase/(Decrease)
|
|||||||||||||||
(in thousands, except percentages)
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
|||||||||||
Commercial risk-based
|
|
9,340
|
|
|
9,550
|
|
|
9,405
|
|
|
(210
|
)
|
|
(2
|
)%
|
|
145
|
|
|
2
|
%
|
Commercial fee-based
|
|
17,585
|
|
|
16,320
|
|
|
15,405
|
|
|
1,265
|
|
|
8
|
|
|
915
|
|
|
6
|
|
Total commercial
|
|
26,925
|
|
|
25,870
|
|
|
24,810
|
|
|
1,055
|
|
|
4
|
|
|
1,060
|
|
|
4
|
|
Medicare Advantage
(a)
|
|
2,565
|
|
|
2,165
|
|
|
2,005
|
|
|
400
|
|
|
18
|
|
|
160
|
|
|
8
|
|
Medicaid
(a)
|
|
3,830
|
|
|
3,600
|
|
|
3,385
|
|
|
230
|
|
|
6
|
|
|
215
|
|
|
6
|
|
Medicare Supplement (Standardized)
|
|
3,180
|
|
|
2,935
|
|
|
2,770
|
|
|
245
|
|
|
8
|
|
|
165
|
|
|
6
|
|
Total public and senior
|
|
9,575
|
|
|
8,700
|
|
|
8,160
|
|
|
875
|
|
|
10
|
|
|
540
|
|
|
7
|
|
International
|
|
4,425
|
|
|
—
|
|
|
—
|
|
|
4,425
|
|
|
nm
|
|
|
—
|
|
|
—
|
|
Total UnitedHealthcare - medical
|
|
40,925
|
|
|
34,570
|
|
|
32,970
|
|
|
6,355
|
|
|
18
|
%
|
|
1,600
|
|
|
5
|
%
|
Supplemental Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Medicare Part D stand-alone
|
|
4,225
|
|
|
4,855
|
|
|
4,530
|
|
|
(630
|
)
|
|
(13
|
)%
|
|
325
|
|
|
7
|
%
|
(a)
|
Earlier periods presented above have been recast such that all periods presented reflect the dually eligible enrollment change from Medicare Advantage to Medicaid discussed above.
|
|
|
For the Years Ended December 31,
|
|
Increase/(Decrease)
|
|
Increase/(Decrease)
|
||||||||||||||
(in millions)
|
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||||
Sources of cash:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by operating activities
|
|
$
|
7,155
|
|
|
$
|
6,968
|
|
|
$
|
6,273
|
|
|
$
|
187
|
|
|
$
|
695
|
|
Proceeds from issuances of long-term debt and commercial paper, net of repayments
|
|
4,567
|
|
|
346
|
|
|
94
|
|
|
4,221
|
|
|
252
|
|
|||||
Proceeds from common stock issuances
|
|
1,078
|
|
|
381
|
|
|
272
|
|
|
697
|
|
|
109
|
|
|||||
Net proceeds from customer funds administered
|
|
—
|
|
|
37
|
|
|
974
|
|
|
(37
|
)
|
|
(937
|
)
|
|||||
Other
|
|
—
|
|
|
391
|
|
|
20
|
|
|
(391
|
)
|
|
371
|
|
|||||
Total sources of cash
|
|
12,800
|
|
|
8,123
|
|
|
7,633
|
|
|
|
|
|
|
|
|||||
Uses of cash:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash paid for acquisitions, net of cash assumed and dispositions
|
|
(6,280
|
)
|
|
(1,459
|
)
|
|
(2,304
|
)
|
|
(4,821
|
)
|
|
845
|
|
|||||
Common stock repurchases
|
|
(3,084
|
)
|
|
(2,994
|
)
|
|
(2,517
|
)
|
|
(90
|
)
|
|
(477
|
)
|
|||||
Purchases of investments, net of sales and maturities
|
|
(1,299
|
)
|
|
(1,695
|
)
|
|
(2,157
|
)
|
|
396
|
|
|
462
|
|
|||||
Purchases of property, equipment and capitalized software, net of dispositions
|
|
(1,070
|
)
|
|
(1,018
|
)
|
|
(878
|
)
|
|
(52
|
)
|
|
(140
|
)
|
|||||
Cash dividends paid
|
|
(820
|
)
|
|
(651
|
)
|
|
(449
|
)
|
|
(169
|
)
|
|
(202
|
)
|
|||||
Net cash paid for customer funds administered
|
|
(324
|
)
|
|
—
|
|
|
—
|
|
|
(324
|
)
|
|
—
|
|
|||||
Acquisition of noncontrolling interest shares
|
|
(319
|
)
|
|
—
|
|
|
—
|
|
|
(319
|
)
|
|
—
|
|
|||||
Other
|
|
(627
|
)
|
|
—
|
|
|
(5
|
)
|
|
(627
|
)
|
|
5
|
|
|||||
Total uses of cash
|
|
(13,823
|
)
|
|
(7,817
|
)
|
|
(8,310
|
)
|
|
|
|
|
|
|
|||||
Net (decrease) increase in cash
|
|
$
|
(1,023
|
)
|
|
$
|
306
|
|
|
$
|
(677
|
)
|
|
$
|
(1,329
|
)
|
|
$
|
983
|
|
|
Moody’s
|
|
Standard & Poor’s
|
|
Fitch
|
|
A.M. Best
|
||||||||
|
Ratings
|
|
Outlook
|
|
Ratings
|
|
Outlook
|
|
Ratings
|
|
Outlook
|
|
Ratings
|
|
Outlook
|
Senior unsecured debt
|
A3
|
|
Negative
|
|
A
|
|
Stable
|
|
A-
|
|
Stable
|
|
bbb+
|
|
Stable
|
Commercial paper
|
P-2
|
|
n/a
|
|
A-1
|
|
n/a
|
|
F1
|
|
n/a
|
|
AMB-2
|
|
n/a
|
(in millions)
|
|
2013
|
|
2014 to 2015
|
|
2016 to 2017
|
|
Thereafter
|
|
Total
|
||||||||||
Debt (a)
|
|
$
|
3,413
|
|
|
$
|
3,271
|
|
|
$
|
3,384
|
|
|
$
|
16,769
|
|
|
$
|
26,837
|
|
Operating leases
|
|
380
|
|
|
676
|
|
|
510
|
|
|
556
|
|
|
2,122
|
|
|||||
Purchase obligations (b)
|
|
137
|
|
|
184
|
|
|
7
|
|
|
—
|
|
|
328
|
|
|||||
Future policy benefits (c)
|
|
135
|
|
|
256
|
|
|
265
|
|
|
1,923
|
|
|
2,579
|
|
|||||
Unrecognized tax benefits (d)
|
|
11
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|
71
|
|
|||||
Other liabilities recorded on the Consolidated Balance Sheet (e)
|
|
89
|
|
|
18
|
|
|
6
|
|
|
1,511
|
|
|
1,624
|
|
|||||
Other obligations (f)
|
|
50
|
|
|
144
|
|
|
60
|
|
|
43
|
|
|
297
|
|
|||||
Redeemable noncontrolling interests (g)
|
|
1,393
|
|
|
182
|
|
|
546
|
|
|
—
|
|
|
2,121
|
|
|||||
Total contractual obligations
|
|
$
|
5,608
|
|
|
$
|
4,731
|
|
|
$
|
4,778
|
|
|
$
|
20,862
|
|
|
$
|
35,979
|
|
(a)
|
Includes interest coupon payments and maturities at par or put values. For variable rate debt, the rates in effect at December 31, 2012 were used to calculate the interest coupon payments. The table also assumes amounts are outstanding through their contractual term. See Note 8 of Notes to the Consolidated Financial Statements included in Item 8, "Financial Statements" for more detail.
|
(b)
|
Includes fixed or minimum commitments under existing purchase obligations for goods and services, including agreements that are cancelable with the payment of an early termination penalty. Excludes agreements that are cancelable without penalty and excludes liabilities to the extent recorded in our Consolidated Balance Sheets as of
December 31, 2012
.
|
(c)
|
Future policy benefits represent account balances that accrue to the benefit of the policyholders, excluding surrender charges, for universal life and investment annuity products and for long-duration health policies sold to individuals for which some of the premium received in the earlier years is intended to pay benefits to be incurred in future years. See Note 2 of Notes to the Consolidated Financial Statements included in Item 8, "Financial Statements" for more detail.
|
(d)
|
As the timing of future settlements is uncertain, the long-term portion has been classified as “Thereafter.”
|
(e)
|
Includes obligations associated with contingent consideration and other payments related to business acquisitions, certain employee benefit programs, charitable contributions related to the PacifiCare acquisition and various other long-term liabilities. Due to uncertainty regarding payment timing, obligations for employee benefit programs, charitable contributions and other liabilities have been classified as “Thereafter.”
|
(f)
|
Includes remaining capital commitments for venture capital funds and other funding commitments.
|
(g)
|
Includes commitments to purchase the remaining publicly traded Amil shares as well as the put/call for the shares owned by Amil's remaining non-public shareholders. See Note 6 of Notes to the Consolidated Financial Statements included in Item 8, "Financial Statements" for more detail.
|
Completion Factors
Increase (Decrease) in Factors
|
|
Increase (Decrease)
In Medical Costs Payable
|
||
|
|
(in millions)
|
||
(0.75)%
|
|
$
|
261
|
|
(0.50)
|
|
173
|
|
|
(0.25)
|
|
87
|
|
|
0.25
|
|
(86
|
)
|
|
0.50
|
|
(172
|
)
|
|
0.75
|
|
(257
|
)
|
Medical Costs PMPM Trend
Increase (Decrease) in Factors
|
|
Increase (Decrease)
In Medical Costs Payable
|
||
|
|
(in millions)
|
||
3%
|
|
$
|
505
|
|
2
|
|
337
|
|
|
1
|
|
168
|
|
|
(1)
|
|
(168
|
)
|
|
(2)
|
|
(337
|
)
|
|
(3)
|
|
(505
|
)
|
•
|
Revenue trends.
Key drivers for each reporting unit are determined and assessed. Significant factors include: membership growth, medical trends, and the impact and expectations of regulatory environments. Additional macro-economic assumptions around unemployment, GDP growth, interest rates, and inflation are also evaluated and incorporated.
|
•
|
Medical cost trends.
See further discussion of medical costs trends within Medical Costs above. Similar factors are considered in estimating our long-term medical trends at the reporting unit level.
|
•
|
Operating productivity.
We forecast expected operating cost levels based on historical levels and expectations of future operating cost productivity initiatives.
|
•
|
Capital levels.
The capital structure and requirements for each business is considered.
|
•
|
the prices received from the pricing service to prices reported by a secondary pricing service, its custodian, its investment consultant and/or third-party investment advisors; and
|
•
|
changes in the reported market values and returns to relevant market indices and our expectations to test the reasonableness of the reported prices.
|
|
|
December 31, 2012
|
||||||||||||||
Increase (Decrease) in Market Interest Rate
|
|
Investment
Income Per
Annum (a)
|
|
Interest
Expense Per
Annum (a)
|
|
Fair Value of
Investments (b)
|
|
Fair Value of
Debt
|
||||||||
2 %
|
|
$
|
189
|
|
|
$
|
134
|
|
|
$
|
(1,303
|
)
|
|
$
|
(2,200
|
)
|
1
|
|
94
|
|
|
67
|
|
|
(656
|
)
|
|
(1,194
|
)
|
||||
(1)
|
|
(18
|
)
|
|
(14
|
)
|
|
518
|
|
|
1,366
|
|
||||
(2)
|
|
nm
|
|
|
nm
|
|
|
686
|
|
|
2,747
|
|
|
|
December 31, 2011
|
||||||||||||||
Increase (Decrease) in Market Interest Rate
|
|
Investment
Income Per
Annum (a)
|
|
Interest
Expense Per
Annum (a)
|
|
Fair Value of
Investments (b)
|
|
Fair Value of
Debt
|
||||||||
2%
|
|
$
|
199
|
|
|
$
|
28
|
|
|
$
|
(1,239
|
)
|
|
$
|
(1,946
|
)
|
1
|
|
99
|
|
|
14
|
|
|
(622
|
)
|
|
(1,082
|
)
|
||||
(1)
|
|
(12
|
)
|
|
(4
|
)
|
|
586
|
|
|
1,086
|
|
||||
(2)
|
|
nm
|
|
|
nm
|
|
|
885
|
|
|
2,343
|
|
(a)
|
Given the low absolute level of short-term market rates on our floating-rate assets and liabilities as of
December 31, 2012
and
2011
, the assumed hypothetical change in interest rates does not reflect the full 100 basis point reduction in interest income or interest expense as the rate cannot fall below zero and thus the 200 basis point reduction is not meaningful.
|
(b)
|
As of
December 31, 2012
, some of our investments had interest rates below 2% so the assumed hypothetical change in the fair value of investments does not reflect the full 200 basis point reduction.
|
|
Page
|
|
|
|
/
S
/ DELOITTE & TOUCHE LLP
|
|
Minneapolis, Minnesota
|
February 6, 2013
|
(in millions, except per share data)
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
8,406
|
|
|
$
|
9,429
|
|
Short-term investments
|
|
3,031
|
|
|
2,577
|
|
||
Accounts receivable, net of allowances of $189 and $196
|
|
2,709
|
|
|
2,294
|
|
||
Other current receivables, net of allowances of $206 and $72
|
|
2,889
|
|
|
2,255
|
|
||
Assets under management
|
|
2,773
|
|
|
2,708
|
|
||
Deferred income taxes
|
|
463
|
|
|
472
|
|
||
Prepaid expenses and other current assets
|
|
781
|
|
|
615
|
|
||
Total current assets
|
|
21,052
|
|
|
20,350
|
|
||
Long-term investments
|
|
17,711
|
|
|
16,166
|
|
||
Property, equipment and capitalized software, net of accumulated depreciation and amortization of $2,564 and $2,440
|
|
3,939
|
|
|
2,515
|
|
||
Goodwill
|
|
31,286
|
|
|
23,975
|
|
||
Other intangible assets, net of accumulated amortization of $1,824 and $1,451
|
|
4,682
|
|
|
2,795
|
|
||
Other assets
|
|
2,215
|
|
|
2,088
|
|
||
Total assets
|
|
$
|
80,885
|
|
|
$
|
67,889
|
|
Liabilities and shareholders’ equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Medical costs payable
|
|
$
|
11,004
|
|
|
$
|
9,799
|
|
Accounts payable and accrued liabilities
|
|
6,984
|
|
|
6,853
|
|
||
Other policy liabilities
|
|
4,910
|
|
|
5,063
|
|
||
Commercial paper and current maturities of long-term debt
|
|
2,713
|
|
|
982
|
|
||
Unearned revenues
|
|
1,505
|
|
|
1,225
|
|
||
Total current liabilities
|
|
27,116
|
|
|
23,922
|
|
||
Long-term debt, less current maturities
|
|
14,041
|
|
|
10,656
|
|
||
Future policy benefits
|
|
2,444
|
|
|
2,445
|
|
||
Deferred income taxes
|
|
2,450
|
|
|
1,351
|
|
||
Other liabilities
|
|
1,535
|
|
|
1,223
|
|
||
Total liabilities
|
|
47,586
|
|
|
39,597
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
|
|||
Redeemable noncontrolling interest
|
|
2,121
|
|
|
—
|
|
||
Shareholders’ 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;
1,019 and 1,039 issued and outstanding
|
|
10
|
|
|
10
|
|
||
Additional paid-in capital
|
|
66
|
|
|
—
|
|
||
Retained earnings
|
|
30,664
|
|
|
27,821
|
|
||
Accumulated other comprehensive income
|
|
438
|
|
|
461
|
|
||
Total shareholders’ equity
|
|
31,178
|
|
|
28,292
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
80,885
|
|
|
$
|
67,889
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(in millions, except per share data)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Premiums
|
|
$
|
99,728
|
|
|
$
|
91,983
|
|
|
$
|
85,405
|
|
Services
|
|
7,437
|
|
|
6,613
|
|
|
5,819
|
|
|||
Products
|
|
2,773
|
|
|
2,612
|
|
|
2,322
|
|
|||
Investment and other income
|
|
680
|
|
|
654
|
|
|
609
|
|
|||
Total revenues
|
|
110,618
|
|
|
101,862
|
|
|
94,155
|
|
|||
Operating costs:
|
|
|
|
|
|
|
||||||
Medical costs
|
|
80,226
|
|
|
74,332
|
|
|
68,841
|
|
|||
Operating costs
|
|
17,306
|
|
|
15,557
|
|
|
14,270
|
|
|||
Cost of products sold
|
|
2,523
|
|
|
2,385
|
|
|
2,116
|
|
|||
Depreciation and amortization
|
|
1,309
|
|
|
1,124
|
|
|
1,064
|
|
|||
Total operating costs
|
|
101,364
|
|
|
93,398
|
|
|
86,291
|
|
|||
Earnings from operations
|
|
9,254
|
|
|
8,464
|
|
|
7,864
|
|
|||
Interest expense
|
|
(632
|
)
|
|
(505
|
)
|
|
(481
|
)
|
|||
Earnings before income taxes
|
|
8,622
|
|
|
7,959
|
|
|
7,383
|
|
|||
Provision for income taxes
|
|
(3,096
|
)
|
|
(2,817
|
)
|
|
(2,749
|
)
|
|||
Net earnings
|
|
$
|
5,526
|
|
|
$
|
5,142
|
|
|
$
|
4,634
|
|
Earnings per share attributable to UnitedHealth Group common shareholders:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
5.38
|
|
|
$
|
4.81
|
|
|
$
|
4.14
|
|
Diluted
|
|
$
|
5.28
|
|
|
$
|
4.73
|
|
|
$
|
4.10
|
|
Basic weighted-average number of common shares outstanding
|
|
1,027
|
|
|
1,070
|
|
|
1,120
|
|
|||
Dilutive effect of common stock equivalents
|
|
19
|
|
|
17
|
|
|
11
|
|
|||
Diluted weighted-average number of common shares outstanding
|
|
1,046
|
|
|
1,087
|
|
|
1,131
|
|
|||
Anti-dilutive shares excluded from the calculation of dilutive effect of common stock equivalents
|
|
17
|
|
|
47
|
|
|
94
|
|
|||
Cash dividends declared per common share
|
|
$
|
0.8000
|
|
|
$
|
0.6125
|
|
|
$
|
0.4050
|
|
|
||||||||||||
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
5,526
|
|
|
$
|
5,142
|
|
|
$
|
4,634
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
||||||
Gross unrealized holding gains on investment securities during the period
|
|
217
|
|
|
422
|
|
|
74
|
|
|||
Income tax expense
|
|
(78
|
)
|
|
(154
|
)
|
|
(26
|
)
|
|||
Total unrealized gains, net of tax
|
|
139
|
|
|
268
|
|
|
48
|
|
|||
Gross reclassification adjustment for net realized gains included in net earnings
|
|
(156
|
)
|
|
(113
|
)
|
|
(71
|
)
|
|||
Income tax effect
|
|
57
|
|
|
41
|
|
|
26
|
|
|||
Total reclassification adjustment, net of tax
|
|
(99
|
)
|
|
(72
|
)
|
|
(45
|
)
|
|||
Foreign currency translation adjustments
|
|
(63
|
)
|
|
13
|
|
|
(4
|
)
|
|||
Other comprehensive (loss) income
|
|
(23
|
)
|
|
209
|
|
|
(1
|
)
|
|||
Comprehensive income
|
|
$
|
5,503
|
|
|
$
|
5,351
|
|
|
$
|
4,633
|
|
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Equity
|
|||||||||||||||||
(in millions)
|
|
Shares
|
|
Amount
|
|
|
|
Net Unrealized Gains on Investments
|
|
Foreign Currency Translation (Losses) Gains
|
|
||||||||||||||||
Balance at January 1, 2010
|
|
1,147
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
23,342
|
|
|
$
|
277
|
|
|
$
|
(24
|
)
|
|
$
|
23,606
|
|
Net earnings
|
|
|
|
|
|
|
|
4,634
|
|
|
|
|
|
|
4,634
|
|
|||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
3
|
|
|
(4
|
)
|
|
(1
|
)
|
||||||||||
Issuances of common stock, and related tax effects
|
|
15
|
|
|
—
|
|
|
207
|
|
|
|
|
|
|
|
|
207
|
|
|||||||||
Share-based compensation, and related tax benefits
|
|
|
|
|
|
345
|
|
|
|
|
|
|
|
|
345
|
|
|||||||||||
Common stock repurchases
|
|
(76
|
)
|
|
—
|
|
|
(552
|
)
|
|
(1,965
|
)
|
|
|
|
|
|
(2,517
|
)
|
||||||||
Cash dividends paid on common stock
|
|
|
|
|
|
|
|
(449
|
)
|
|
|
|
|
|
(449
|
)
|
|||||||||||
Balance at December 31, 2010
|
|
1,086
|
|
|
11
|
|
|
—
|
|
|
25,562
|
|
|
280
|
|
|
(28
|
)
|
|
25,825
|
|
||||||
Net earnings
|
|
|
|
|
|
|
|
5,142
|
|
|
|
|
|
|
5,142
|
|
|||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
196
|
|
|
13
|
|
|
209
|
|
||||||||||
Issuances of common stock, and related tax effects
|
|
18
|
|
|
—
|
|
|
308
|
|
|
|
|
|
|
|
|
308
|
|
|||||||||
Share-based compensation, and related tax benefits
|
|
|
|
|
|
453
|
|
|
|
|
|
|
|
|
453
|
|
|||||||||||
Common stock repurchases
|
|
(65
|
)
|
|
(1
|
)
|
|
(761
|
)
|
|
(2,232
|
)
|
|
|
|
|
|
(2,994
|
)
|
||||||||
Cash dividends paid on common stock
|
|
|
|
|
|
|
|
(651
|
)
|
|
|
|
|
|
(651
|
)
|
|||||||||||
Balance at December 31, 2011
|
|
1,039
|
|
|
10
|
|
|
—
|
|
|
27,821
|
|
|
476
|
|
|
(15
|
)
|
|
28,292
|
|
||||||
Net earnings
|
|
|
|
|
|
|
|
5,526
|
|
|
|
|
|
|
5,526
|
|
|||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
40
|
|
|
(63
|
)
|
|
(23
|
)
|
||||||||||
Issuances of common stock, and related tax effects
|
|
37
|
|
|
—
|
|
|
704
|
|
|
|
|
|
|
|
|
704
|
|
|||||||||
Share-based compensation, and related tax benefits
|
|
|
|
|
|
594
|
|
|
|
|
|
|
|
|
594
|
|
|||||||||||
Common stock repurchases
|
|
(57
|
)
|
|
—
|
|
|
(1,221
|
)
|
|
(1,863
|
)
|
|
|
|
|
|
(3,084
|
)
|
||||||||
Acquisition of noncontrolling interest
|
|
|
|
|
|
(11
|
)
|
|
|
|
|
|
|
|
(11
|
)
|
|||||||||||
Cash dividends paid on common stock
|
|
|
|
|
|
|
|
(820
|
)
|
|
|
|
|
|
(820
|
)
|
|||||||||||
Balance at December 31, 2012
|
|
1,019
|
|
|
$
|
10
|
|
|
$
|
66
|
|
|
$
|
30,664
|
|
|
$
|
516
|
|
|
$
|
(78
|
)
|
|
$
|
31,178
|
|
|
|
For the Years Ended
December 31,
|
||||||||||
(in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Operating activities
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
5,526
|
|
|
$
|
5,142
|
|
|
$
|
4,634
|
|
Non-cash items:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
1,309
|
|
|
1,124
|
|
|
1,064
|
|
|||
Deferred income taxes
|
|
308
|
|
|
59
|
|
|
45
|
|
|||
Share-based compensation
|
|
421
|
|
|
401
|
|
|
326
|
|
|||
Other, net
|
|
(231
|
)
|
|
(67
|
)
|
|
203
|
|
|||
Net change in other operating items, net of effects from acquisitions and changes in AARP balances:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(130
|
)
|
|
(267
|
)
|
|
(16
|
)
|
|||
Other assets
|
|
(295
|
)
|
|
(121
|
)
|
|
84
|
|
|||
Medical costs payable
|
|
101
|
|
|
377
|
|
|
(88
|
)
|
|||
Accounts payable and other liabilities
|
|
199
|
|
|
146
|
|
|
(341
|
)
|
|||
Other policy liabilities
|
|
(81
|
)
|
|
482
|
|
|
10
|
|
|||
Unearned revenues
|
|
28
|
|
|
(308
|
)
|
|
352
|
|
|||
Cash flows from operating activities
|
|
7,155
|
|
|
6,968
|
|
|
6,273
|
|
|||
Investing activities
|
|
|
|
|
|
|
||||||
Purchases of investments
|
|
(9,903
|
)
|
|
(9,895
|
)
|
|
(7,855
|
)
|
|||
Sales of investments
|
|
3,794
|
|
|
3,949
|
|
|
2,593
|
|
|||
Maturities of investments
|
|
4,810
|
|
|
4,251
|
|
|
3,105
|
|
|||
Cash paid for acquisitions, net of cash assumed
|
|
(6,280
|
)
|
|
(1,844
|
)
|
|
(2,323
|
)
|
|||
Cash received from dispositions
|
|
—
|
|
|
385
|
|
|
19
|
|
|||
Purchases of property, equipment and capitalized software
|
|
(1,070
|
)
|
|
(1,067
|
)
|
|
(878
|
)
|
|||
Proceeds from disposal of property, equipment and capitalized software
|
|
—
|
|
|
49
|
|
|
—
|
|
|||
Cash flows used for investing activities
|
|
(8,649
|
)
|
|
(4,172
|
)
|
|
(5,339
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
||||||
Common stock repurchases
|
|
(3,084
|
)
|
|
(2,994
|
)
|
|
(2,517
|
)
|
|||
Proceeds from common stock issuances
|
|
1,078
|
|
|
381
|
|
|
272
|
|
|||
Cash dividends paid
|
|
(820
|
)
|
|
(651
|
)
|
|
(449
|
)
|
|||
Proceeds from (repayments of) commercial paper, net
|
|
1,587
|
|
|
(933
|
)
|
|
930
|
|
|||
Proceeds from issuance of long-term debt
|
|
3,966
|
|
|
2,234
|
|
|
747
|
|
|||
Repayments of long-term debt
|
|
(986
|
)
|
|
(955
|
)
|
|
(1,583
|
)
|
|||
Interest rate swap termination
|
|
—
|
|
|
132
|
|
|
—
|
|
|||
Customer funds administered
|
|
(324
|
)
|
|
37
|
|
|
974
|
|
|||
Checks outstanding
|
|
(202
|
)
|
|
206
|
|
|
(5
|
)
|
|||
Acquisition of noncontrolling interest shares
|
|
(319
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
|
(425
|
)
|
|
53
|
|
|
20
|
|
|||
Cash flows from (used for) financing activities
|
|
471
|
|
|
(2,490
|
)
|
|
(1,611
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
|
(1,023
|
)
|
|
306
|
|
|
(677
|
)
|
|||
Cash and cash equivalents, beginning of period
|
|
9,429
|
|
|
9,123
|
|
|
9,800
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
8,406
|
|
|
$
|
9,429
|
|
|
$
|
9,123
|
|
Supplemental cash flow disclosures
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
600
|
|
|
$
|
472
|
|
|
$
|
509
|
|
Cash paid for income taxes
|
|
2,666
|
|
|
2,739
|
|
|
2,725
|
|
1.
|
Description of Business
|
2.
|
Basis of Presentation, Use of Estimates and Significant Accounting Policies
|
•
|
For debt securities, if the Company intends to either sell or determines that it will be more likely than not be required to sell a security before recovery of the entire amortized cost basis or maturity of the security, the Company recognizes the entire impairment in Investment and Other Income. If the Company does not intend to sell the debt security and it determines that it will not be more likely than not be required to sell the security but it does not expect to recover the entire amortized cost basis, the impairment is bifurcated into the amount attributed to the credit loss, which is recognized in earnings, and all other causes, which are recognized in other comprehensive income.
|
•
|
For equity securities, the Company recognizes impairments in other comprehensive income if it expects to hold the security until fair value increases to at least the security’s cost basis and it expects that increase in fair value to occur in a reasonably forecasted period. If the Company intends to sell the equity security or if it believes that recovery of fair value to cost will not occur in a reasonably forecasted period, the Company recognizes the impairment in Investment and Other Income.
|
•
|
CMS Premium.
CMS pays a fixed monthly premium per member to the Company for the entire plan year.
|
•
|
Member Premium.
Additionally, certain members pay a fixed monthly premium to the Company for the entire plan year.
|
•
|
Low-Income Premium Subsidy.
For qualifying low-income members, CMS pays some or all of the member’s monthly premiums to the Company on the member’s behalf.
|
•
|
Catastrophic Reinsurance Subsidy
. CMS pays the Company a cost reimbursement estimate monthly to fund the CMS obligation to pay approximately
80%
of the costs incurred by individual members in excess of the individual annual out-of-pocket maximum. A settlement is made with CMS based on actual cost experience, after the end of the plan year.
|
•
|
Low-Income Member Cost Sharing Subsidy.
For qualifying low-income members, CMS pays on the member’s behalf some or all of a member’s cost sharing amounts, such as deductibles and coinsurance. The cost sharing subsidy is funded by CMS through monthly payments to the Company. The Company administers and pays the subsidized portion of the claims on behalf of CMS, and a settlement payment is made between CMS and the Company based on actual claims and premium experience, after the end of the plan year.
|
•
|
CMS Risk-Share.
Premiums from CMS are subject to risk corridor provisions that compare costs targeted in the Company’s annual bids by product and region to actual prescription drug costs, limited to actual costs that would have been incurred under the standard coverage as defined by CMS. Variances of more than
5%
above or below the original bid submitted by the Company may result in CMS making additional payments to the Company or require the Company to refund to CMS a portion of the premiums it received. The Company estimates and recognizes an adjustment to premium revenues related to the risk corridor payment settlement based upon pharmacy claims experience to date. The estimate of the settlement associated with these risk corridor provisions requires the Company to consider factors that may not be certain, including estimates of eligible pharmacy costs and member eligibility status differences with CMS. The Company records risk-share adjustments to Premium Revenues in the Consolidated Statements of Operations and Other Policy Liabilities or Other Current Receivables in the Consolidated Balance Sheets.
|
•
|
Drug Discount.
Beginning in 2011, Health Reform Legislation mandated a consumer discount of
50%
on brand name prescription drugs for Part D plan participants in the coverage gap. This discount is funded by CMS and pharmaceutical manufacturers while the Company administers the application of these funds. Amounts received are not reflected as premium revenues, but rather are accounted for as deposits. The Company records a liability when amounts are received from CMS and a receivable when the Company bills the pharmaceutical manufacturers. Related cash flows are presented as Customer Funds Administered within financing activities in the Consolidated Statements of Cash Flows.
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||
(in millions)
|
|
Subsidies
|
|
Drug Discount
|
|
Risk-Share
|
|
Subsidies
|
|
Drug Discount
|
|
Risk-Share
|
||||||||||||
Other current receivables
|
|
$
|
461
|
|
|
$
|
314
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
509
|
|
|
$
|
—
|
|
Other policy liabilities
|
|
—
|
|
|
319
|
|
|
438
|
|
|
70
|
|
|
649
|
|
|
170
|
|
|
The initial coverage limit increased to
$2,970
from
$2,930
in 2012.
|
|
The catastrophic coverage begins at
$6,734
as compared to
$6,658
in 2012.
|
|
The annual out-of-pocket maximum increased to
$4,750
from
$4,700
in 2012.
|
Furniture, fixtures and equipment
|
3 to 7 years
|
Buildings
|
35 to 40 years
|
Leasehold improvements
|
7 years or length of lease term, whichever is shorter
|
Capitalized software
|
3 to 5 years
|
(in millions)
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
December 31, 2012
|
|
|
|
|
|
|
|
|
||||||||
Debt securities - available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
$
|
2,501
|
|
|
$
|
38
|
|
|
$
|
(1
|
)
|
|
$
|
2,538
|
|
State and municipal obligations
|
|
6,282
|
|
|
388
|
|
|
(3
|
)
|
|
6,667
|
|
||||
Corporate obligations
|
|
6,930
|
|
|
283
|
|
|
(4
|
)
|
|
7,209
|
|
||||
U.S. agency mortgage-backed securities
|
|
2,168
|
|
|
70
|
|
|
—
|
|
|
2,238
|
|
||||
Non-U.S. agency mortgage-backed securities
|
|
538
|
|
|
36
|
|
|
—
|
|
|
574
|
|
||||
Total debt securities - available-for-sale
|
|
18,419
|
|
|
815
|
|
|
(8
|
)
|
|
19,226
|
|
||||
Equity securities - available-for-sale
|
|
668
|
|
|
10
|
|
|
(1
|
)
|
|
677
|
|
||||
Debt securities - held-to-maturity:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
168
|
|
|
6
|
|
|
—
|
|
|
174
|
|
||||
State and municipal obligations
|
|
30
|
|
|
—
|
|
|
—
|
|
|
30
|
|
||||
Corporate obligations
|
|
641
|
|
|
2
|
|
|
—
|
|
|
643
|
|
||||
Total debt securities - held-to-maturity
|
|
839
|
|
|
8
|
|
|
—
|
|
|
847
|
|
||||
Total investments
|
|
$
|
19,926
|
|
|
$
|
833
|
|
|
$
|
(9
|
)
|
|
$
|
20,750
|
|
December 31, 2011
|
|
|
|
|
|
|
|
|
||||||||
Debt securities - available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
$
|
2,319
|
|
|
$
|
54
|
|
|
$
|
—
|
|
|
$
|
2,373
|
|
State and municipal obligations
|
|
6,363
|
|
|
403
|
|
|
(1
|
)
|
|
6,765
|
|
||||
Corporate obligations
|
|
5,825
|
|
|
205
|
|
|
(23
|
)
|
|
6,007
|
|
||||
U.S. agency mortgage-backed securities
|
|
2,279
|
|
|
74
|
|
|
—
|
|
|
2,353
|
|
||||
Non-U.S. agency mortgage-backed securities
|
|
476
|
|
|
28
|
|
|
—
|
|
|
504
|
|
||||
Total debt securities - available-for-sale
|
|
17,262
|
|
|
764
|
|
|
(24
|
)
|
|
18,002
|
|
||||
Equity securities - available-for-sale
|
|
529
|
|
|
23
|
|
|
(8
|
)
|
|
544
|
|
||||
Debt securities - held-to-maturity:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
166
|
|
|
7
|
|
|
—
|
|
|
173
|
|
||||
State and municipal obligations
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||
Corporate obligations
|
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
||||
Total debt securities - held-to-maturity
|
|
197
|
|
|
7
|
|
|
—
|
|
|
204
|
|
||||
Total investments
|
|
$
|
17,988
|
|
|
$
|
794
|
|
|
$
|
(32
|
)
|
|
$
|
18,750
|
|
(in millions)
|
|
AAA
|
|
AA
|
|
A
|
|
Non-Investment
Grade
|
|
Total Fair
Value
|
||||||||||
2012
|
|
$
|
123
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
123
|
|
2011
|
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|||||
2010
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
2007
|
|
88
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
90
|
|
|||||
2006
|
|
137
|
|
|
—
|
|
|
11
|
|
|
8
|
|
|
156
|
|
|||||
Pre - 2006
|
|
167
|
|
|
5
|
|
|
—
|
|
|
3
|
|
|
175
|
|
|||||
U.S. agency mortgage-backed securities
|
|
2,238
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,238
|
|
|||||
Total
|
|
$
|
2,780
|
|
|
$
|
8
|
|
|
$
|
11
|
|
|
$
|
13
|
|
|
$
|
2,812
|
|
(in millions)
|
|
Amortized
Cost
|
|
Fair
Value
|
||||
Due in one year or less
|
|
$
|
3,107
|
|
|
$
|
3,120
|
|
Due after one year through five years
|
|
6,249
|
|
|
6,471
|
|
||
Due after five years through ten years
|
|
4,695
|
|
|
5,039
|
|
||
Due after ten years
|
|
1,662
|
|
|
1,784
|
|
||
U.S. agency mortgage-backed securities
|
|
2,168
|
|
|
2,238
|
|
||
Non-U.S. agency mortgage-backed securities
|
|
538
|
|
|
574
|
|
||
Total debt securities - available-for-sale
|
|
$
|
18,419
|
|
|
$
|
19,226
|
|
(in millions)
|
|
Amortized
Cost
|
|
Fair
Value
|
||||
Due in one year or less
|
|
$
|
435
|
|
|
$
|
436
|
|
Due after one year through five years
|
|
126
|
|
|
129
|
|
||
Due after five years through ten years
|
|
177
|
|
|
180
|
|
||
Due after ten years
|
|
101
|
|
|
102
|
|
||
Total debt securities - held-to-maturity
|
|
$
|
839
|
|
|
$
|
847
|
|
|
|
Less Than 12 Months
|
|
12 Months or Greater
|
|
Total
|
||||||||||||||||||
(in millions)
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
||||||||||||
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt securities - available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Government and Agency Obligations
|
|
$
|
183
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
183
|
|
|
$
|
(1
|
)
|
State and municipal obligations
|
|
362
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
362
|
|
|
(3
|
)
|
||||||
Corporate obligations
|
|
695
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
695
|
|
|
(4
|
)
|
||||||
Total debt securities - available-for-sale
|
|
$
|
1,240
|
|
|
$
|
(8
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,240
|
|
|
$
|
(8
|
)
|
Equity securities - available-for-sale
|
|
$
|
13
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
(1
|
)
|
December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt securities - available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
State and municipal obligations
|
|
$
|
85
|
|
|
$
|
(1
|
)
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
106
|
|
|
$
|
(1
|
)
|
Corporate obligations
|
|
1,496
|
|
|
(22
|
)
|
|
28
|
|
|
(1
|
)
|
|
1,524
|
|
|
(23
|
)
|
||||||
Total debt securities - available-for-sale
|
|
$
|
1,581
|
|
|
$
|
(23
|
)
|
|
$
|
49
|
|
|
$
|
(1
|
)
|
|
$
|
1,630
|
|
|
$
|
(24
|
)
|
Equity securities - available-for-sale
|
|
$
|
24
|
|
|
$
|
(7
|
)
|
|
$
|
3
|
|
|
$
|
(1
|
)
|
|
$
|
27
|
|
|
$
|
(8
|
)
|
|
|
For the Year Ended December 31,
|
||||||||||
(in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Total OTTI
|
|
$
|
(6
|
)
|
|
$
|
(12
|
)
|
|
$
|
(23
|
)
|
Portion of loss recognized in other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net OTTI recognized in earnings
|
|
(6
|
)
|
|
(12
|
)
|
|
(23
|
)
|
|||
Gross realized losses from sales
|
|
(13
|
)
|
|
(11
|
)
|
|
(6
|
)
|
|||
Gross realized gains from sales
|
|
175
|
|
|
136
|
|
|
100
|
|
|||
Net realized gains
|
|
$
|
156
|
|
|
$
|
113
|
|
|
$
|
71
|
|
4.
|
Fair Value
|
•
|
Quoted prices for similar assets/liabilities in active markets;
|
•
|
Quoted prices for identical or similar assets/liabilities in non-active markets (e.g., few transactions, limited information, non-current prices, high variability over time);
|
•
|
Inputs other than quoted prices that are observable for the asset/liability (e.g., interest rates, yield curves, implied volatilities, credit spreads); and
|
•
|
Inputs that are corroborated by other observable market data.
|
(in millions)
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
Other
Observable
Inputs
(Level 2)
|
|
Unobservable
Inputs
(Level 3)
|
|
Total
Fair and Carrying
Value
|
||||||||
December 31, 2012
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
7,615
|
|
|
$
|
791
|
|
|
$
|
—
|
|
|
$
|
8,406
|
|
Debt securities - available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
1,752
|
|
|
786
|
|
|
—
|
|
|
2,538
|
|
||||
State and municipal obligations
|
|
—
|
|
|
6,667
|
|
|
—
|
|
|
6,667
|
|
||||
Corporate obligations
|
|
13
|
|
|
7,185
|
|
|
11
|
|
|
7,209
|
|
||||
U.S. agency mortgage-backed securities
|
|
—
|
|
|
2,238
|
|
|
—
|
|
|
2,238
|
|
||||
Non-U.S. agency mortgage-backed securities
|
|
—
|
|
|
568
|
|
|
6
|
|
|
574
|
|
||||
Total debt securities - available-for-sale
|
|
1,765
|
|
|
17,444
|
|
|
17
|
|
|
19,226
|
|
||||
Equity securities - available-for-sale
|
|
450
|
|
|
3
|
|
|
224
|
|
|
677
|
|
||||
Interest rate swap assets
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||
Total assets at fair value
|
|
$
|
9,830
|
|
|
$
|
18,252
|
|
|
$
|
241
|
|
|
$
|
28,323
|
|
Percentage of total assets at fair value
|
|
35
|
%
|
|
64
|
%
|
|
1
|
%
|
|
100
|
%
|
||||
Interest rate and currency swap liabilities
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
14
|
|
December 31, 2011
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
8,569
|
|
|
$
|
860
|
|
|
$
|
—
|
|
|
$
|
9,429
|
|
Debt securities - available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
1,551
|
|
|
822
|
|
|
—
|
|
|
2,373
|
|
||||
State and municipal obligations
|
|
—
|
|
|
6,750
|
|
|
15
|
|
|
6,765
|
|
||||
Corporate obligations
|
|
16
|
|
|
5,805
|
|
|
186
|
|
|
6,007
|
|
||||
U.S. agency mortgage-backed securities
|
|
—
|
|
|
2,353
|
|
|
—
|
|
|
2,353
|
|
||||
Non-U.S. agency mortgage-backed securities
|
|
—
|
|
|
497
|
|
|
7
|
|
|
504
|
|
||||
Total debt securities - available-for-sale
|
|
1,567
|
|
|
16,227
|
|
|
208
|
|
|
18,002
|
|
||||
Equity securities - available-for-sale
|
|
333
|
|
|
2
|
|
|
209
|
|
|
544
|
|
||||
Total assets at fair value
|
|
$
|
10,469
|
|
|
$
|
17,089
|
|
|
$
|
417
|
|
|
$
|
27,975
|
|
Percentage of total assets at fair value
|
|
37
|
%
|
|
61
|
%
|
|
2
|
%
|
|
100
|
%
|
(in millions)
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
Other
Observable
Inputs
(Level 2)
|
|
Unobservable
Inputs
(Level 3)
|
|
Total
Fair
Value
|
|
Total Carrying Value
|
||||||||||
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt securities - held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. government and agency obligations
|
|
$
|
174
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
174
|
|
|
$
|
168
|
|
State and municipal obligations
|
|
—
|
|
|
1
|
|
|
29
|
|
|
30
|
|
|
30
|
|
|||||
Corporate obligations
|
|
10
|
|
|
346
|
|
|
287
|
|
|
643
|
|
|
641
|
|
|||||
Total debt securities - held-to-maturity
|
|
$
|
184
|
|
|
$
|
347
|
|
|
$
|
316
|
|
|
$
|
847
|
|
|
$
|
839
|
|
Long-term debt
|
|
$
|
—
|
|
|
$
|
17,034
|
|
|
$
|
—
|
|
|
$
|
17,034
|
|
|
$
|
15,167
|
|
December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt securities - held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. government and agency obligations
|
|
$
|
173
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
173
|
|
|
$
|
166
|
|
State and municipal obligations
|
|
—
|
|
|
1
|
|
|
12
|
|
|
13
|
|
|
13
|
|
|||||
Corporate obligations
|
|
9
|
|
|
9
|
|
|
—
|
|
|
18
|
|
|
18
|
|
|||||
Total debt securities - held-to-maturity
|
|
$
|
182
|
|
|
$
|
10
|
|
|
$
|
12
|
|
|
$
|
204
|
|
|
$
|
197
|
|
Long-term debt
|
|
$
|
—
|
|
|
$
|
13,149
|
|
|
$
|
—
|
|
|
$
|
13,149
|
|
|
$
|
11,638
|
|
|
|
December 31, 2012
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||||||||||||||||||||||
(in millions)
|
|
Debt
Securities
|
|
Equity
Securities
|
|
Total
|
|
Debt
Securities
|
|
Equity
Securities
|
|
Total
|
|
Debt
Securities
|
|
Equity
Securities
|
|
Total
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance at beginning of period
|
|
$
|
208
|
|
|
$
|
209
|
|
|
$
|
417
|
|
|
$
|
141
|
|
|
$
|
208
|
|
|
$
|
349
|
|
|
$
|
120
|
|
|
$
|
312
|
|
|
$
|
432
|
|
Purchases
|
|
11
|
|
|
71
|
|
|
82
|
|
|
92
|
|
|
35
|
|
|
127
|
|
|
43
|
|
|
45
|
|
|
88
|
|
|||||||||
Sales
|
|
—
|
|
|
(34
|
)
|
|
(34
|
)
|
|
—
|
|
|
(17
|
)
|
|
(17
|
)
|
|
(4
|
)
|
|
(167
|
)
|
|
(171
|
)
|
|||||||||
Settlements
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(25
|
)
|
|
(7
|
)
|
|
(32
|
)
|
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
|||||||||
Net unrealized (losses) gains in accumulated other comprehensive income
|
|
—
|
|
|
(14
|
)
|
|
(14
|
)
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|
—
|
|
|
9
|
|
|
9
|
|
|||||||||
Net realized gains (losses) in investment and other income
|
|
—
|
|
|
13
|
|
|
13
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|
2
|
|
|
9
|
|
|
11
|
|
|||||||||
Transfers to held-to-maturity
|
|
(201
|
)
|
|
(21
|
)
|
|
(222
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Balance at end of period
|
|
$
|
17
|
|
|
$
|
224
|
|
|
$
|
241
|
|
|
$
|
208
|
|
|
$
|
209
|
|
|
$
|
417
|
|
|
$
|
141
|
|
|
$
|
208
|
|
|
$
|
349
|
|
(in millions)
|
|
Fair Value
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Low
|
|
High
|
||
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
||
Equity securities - available-for-sale
|
|
|
|
|
|
|
|
|
|
|
||
Venture capital portfolios
|
|
$
|
193
|
|
|
Market approach - comparable companies
|
|
Revenue multiple
|
|
1.0
|
|
10.0
|
|
|
|
|
|
|
EBITDA
multiple
|
|
8.0
|
|
10.0
|
||
|
|
31
|
|
|
Market approach - recent transactions
|
|
Inactive market transactions
|
|
N/A
|
|
N/A
|
|
Total equity securities
available-for-sale
|
|
$
|
224
|
|
|
|
|
|
|
|
|
|
(in millions)
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
Other
Observable
Inputs
(Level 2)
|
|
Total
Fair and Carrying
Value
|
||||||
December 31, 2012
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
230
|
|
|
$
|
—
|
|
|
$
|
230
|
|
Debt securities:
|
|
|
|
|
|
|
||||||
U.S. government and agency obligations
|
|
545
|
|
|
244
|
|
|
789
|
|
|||
State and municipal obligations
|
|
—
|
|
|
51
|
|
|
51
|
|
|||
Corporate obligations
|
|
—
|
|
|
1,118
|
|
|
1,118
|
|
|||
U.S. agency mortgage-backed securities
|
|
—
|
|
|
427
|
|
|
427
|
|
|||
Non-U.S. agency mortgage-backed securities
|
|
—
|
|
|
155
|
|
|
155
|
|
|||
Total debt securities
|
|
545
|
|
|
1,995
|
|
|
2,540
|
|
|||
Equity securities - available-for-sale
|
|
—
|
|
|
3
|
|
|
3
|
|
|||
Total assets at fair value
|
|
$
|
775
|
|
|
$
|
1,998
|
|
|
$
|
2,773
|
|
Other liabilities
|
|
$
|
23
|
|
|
$
|
58
|
|
|
$
|
81
|
|
December 31, 2011
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
257
|
|
|
$
|
10
|
|
|
$
|
267
|
|
Debt securities:
|
|
|
|
|
|
|
||||||
U.S. government and agency obligations
|
|
566
|
|
|
214
|
|
|
780
|
|
|||
State and municipal obligations
|
|
—
|
|
|
25
|
|
|
25
|
|
|||
Corporate obligations
|
|
—
|
|
|
1,048
|
|
|
1,048
|
|
|||
U.S. agency mortgage-backed securities
|
|
—
|
|
|
436
|
|
|
436
|
|
|||
Non-U.S. agency mortgage-backed securities
|
|
—
|
|
|
150
|
|
|
150
|
|
|||
Total debt securities
|
|
566
|
|
|
1,873
|
|
|
2,439
|
|
|||
Equity securities - available-for-sale
|
|
—
|
|
|
2
|
|
|
2
|
|
|||
Total assets at fair value
|
|
$
|
823
|
|
|
$
|
1,885
|
|
|
$
|
2,708
|
|
Other liabilities
|
|
$
|
27
|
|
|
$
|
49
|
|
|
$
|
76
|
|
5.
|
Property, Equipment and Capitalized Software
|
(in millions)
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Land and improvements
|
|
$
|
358
|
|
|
$
|
45
|
|
Buildings and improvements
|
|
1,910
|
|
|
1,052
|
|
||
Computer equipment
|
|
1,447
|
|
|
1,345
|
|
||
Furniture and fixtures
|
|
488
|
|
|
274
|
|
||
Less accumulated depreciation
|
|
(1,542
|
)
|
|
(1,424
|
)
|
||
Property and equipment, net
|
|
2,661
|
|
|
1,292
|
|
||
Capitalized software
|
|
2,300
|
|
|
2,239
|
|
||
Less accumulated amortization
|
|
(1,022
|
)
|
|
(1,016
|
)
|
||
Capitalized software, net
|
|
1,278
|
|
|
1,223
|
|
||
Total property, equipment and capitalized software, net
|
|
$
|
3,939
|
|
|
$
|
2,515
|
|
(in millions)
|
|
UnitedHealthcare
|
|
OptumHealth
|
|
OptumInsight
|
|
OptumRx
|
|
Consolidated
|
||||||||||
Balance at January 1, 2011
|
|
$
|
17,837
|
|
|
$
|
760
|
|
|
$
|
3,308
|
|
|
$
|
840
|
|
|
$
|
22,745
|
|
Acquisitions
|
|
101
|
|
|
1,353
|
|
|
—
|
|
|
—
|
|
|
1,454
|
|
|||||
Dispositions
|
|
(2
|
)
|
|
—
|
|
|
(214
|
)
|
|
—
|
|
|
(216
|
)
|
|||||
Adjustments, net
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(8
|
)
|
|||||
Balance at December 31, 2011
|
|
17,932
|
|
|
2,113
|
|
|
3,090
|
|
|
840
|
|
|
23,975
|
|
|||||
Acquisitions
|
|
6,557
|
|
|
705
|
|
|
98
|
|
|
—
|
|
|
7,360
|
|
|||||
Adjustments and foreign currency effects, net
|
|
(30
|
)
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
(49
|
)
|
|||||
Balance at December 31, 2012
|
|
$
|
24,459
|
|
|
$
|
2,818
|
|
|
$
|
3,169
|
|
|
$
|
840
|
|
|
$
|
31,286
|
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||
(in millions)
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||||||||
Customer-related
|
|
$
|
5,229
|
|
|
$
|
(1,629
|
)
|
|
$
|
3,600
|
|
|
$
|
3,766
|
|
|
$
|
(1,310
|
)
|
|
$
|
2,456
|
|
Trademarks and technology
|
|
445
|
|
|
(146
|
)
|
|
299
|
|
|
368
|
|
|
(98
|
)
|
|
270
|
|
||||||
Trademarks - indefinite-lived
|
|
611
|
|
|
—
|
|
|
611
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
|
221
|
|
|
(49
|
)
|
|
172
|
|
|
112
|
|
|
(43
|
)
|
|
69
|
|
||||||
Total
|
|
$
|
6,506
|
|
|
$
|
(1,824
|
)
|
|
$
|
4,682
|
|
|
$
|
4,246
|
|
|
$
|
(1,451
|
)
|
|
$
|
2,795
|
|
|
|
2012
|
|
2011
|
||||||||
(in millions, except years)
|
|
Fair Value
|
|
Weighted-Average Useful Life
|
|
Fair Value
|
|
Weighted-Average Useful Life
|
||||
Customer-related
|
|
$
|
1,530
|
|
|
8 years
|
|
$
|
187
|
|
|
9 years
|
Trademarks and technology
|
|
79
|
|
|
4 years
|
|
49
|
|
|
5 years
|
||
Other
|
|
111
|
|
|
15 years
|
|
5
|
|
|
15 years
|
||
Total acquired finite-lived intangible assets
|
|
$
|
1,720
|
|
|
9 years
|
|
$
|
241
|
|
|
9 years
|
7.
|
Medical Costs and Medical Costs Payable
|
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Related to Prior Years
|
|
$
|
860
|
|
|
$
|
720
|
|
|
$
|
800
|
|
(in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Medical costs payable, beginning of period
|
|
$
|
9,799
|
|
|
$
|
9,220
|
|
|
$
|
9,362
|
|
Acquisitions
|
|
1,029
|
|
|
155
|
|
|
—
|
|
|||
Reported medical costs:
|
|
|
|
|
|
|
||||||
Current year
|
|
81,086
|
|
|
75,052
|
|
|
69,641
|
|
|||
Prior years
|
|
(860
|
)
|
|
(720
|
)
|
|
(800
|
)
|
|||
Total reported medical costs
|
|
80,226
|
|
|
74,332
|
|
|
68,841
|
|
|||
Claim payments:
|
|
|
|
|
|
|
||||||
Payments for current year
|
|
(71,832
|
)
|
|
(65,763
|
)
|
|
(60,949
|
)
|
|||
Payments for prior year
|
|
(8,218
|
)
|
|
(8,145
|
)
|
|
(8,034
|
)
|
|||
Total claim payments
|
|
(80,050
|
)
|
|
(73,908
|
)
|
|
(68,983
|
)
|
|||
Medical costs payable, end of period
|
|
$
|
11,004
|
|
|
$
|
9,799
|
|
|
$
|
9,220
|
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||
(in millions, except percentages)
|
|
Par
Value
|
|
Carrying
Value
|
|
Fair
Value
|
|
Par
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||||||
Commercial Paper
|
|
$
|
1,587
|
|
|
$
|
1,587
|
|
|
$
|
1,587
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
5.500% senior unsecured notes due November 2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
352
|
|
|
363
|
|
|
366
|
|
||||||
4.875% senior unsecured notes due February 2013
|
|
534
|
|
|
534
|
|
|
536
|
|
|
534
|
|
|
540
|
|
|
556
|
|
||||||
4.875% senior unsecured notes due April 2013
|
|
409
|
|
|
411
|
|
|
413
|
|
|
409
|
|
|
421
|
|
|
427
|
|
||||||
4.750% senior unsecured notes due February 2014
|
|
172
|
|
|
178
|
|
|
180
|
|
|
172
|
|
|
184
|
|
|
185
|
|
||||||
5.000% senior unsecured notes due August 2014
|
|
389
|
|
|
411
|
|
|
414
|
|
|
389
|
|
|
423
|
|
|
424
|
|
||||||
4.875% senior unsecured notes due March 2015 (a)
|
|
416
|
|
|
444
|
|
|
453
|
|
|
416
|
|
|
458
|
|
|
460
|
|
||||||
0.850% senior unsecured notes due October 2015 (a)
|
|
625
|
|
|
623
|
|
|
627
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
5.375% senior unsecured notes due March 2016
|
|
601
|
|
|
660
|
|
|
682
|
|
|
601
|
|
|
678
|
|
|
689
|
|
||||||
1.875% senior unsecured notes due November 2016
|
|
400
|
|
|
397
|
|
|
412
|
|
|
400
|
|
|
397
|
|
|
400
|
|
||||||
5.360% senior unsecured notes due November 2016
|
|
95
|
|
|
95
|
|
|
110
|
|
|
95
|
|
|
95
|
|
|
110
|
|
||||||
6.000% senior unsecured notes due June 2017
|
|
441
|
|
|
489
|
|
|
528
|
|
|
441
|
|
|
499
|
|
|
518
|
|
||||||
1.400% senior unsecured notes due October 2017 (a)
|
|
625
|
|
|
622
|
|
|
626
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
6.000% senior unsecured notes due November 2017
|
|
156
|
|
|
170
|
|
|
191
|
|
|
156
|
|
|
173
|
|
|
183
|
|
||||||
6.000% senior unsecured notes due February 2018
|
|
1,100
|
|
|
1,120
|
|
|
1,339
|
|
|
1,100
|
|
|
1,123
|
|
|
1,308
|
|
||||||
3.875% senior unsecured notes due October 2020
|
|
450
|
|
|
442
|
|
|
499
|
|
|
450
|
|
|
442
|
|
|
478
|
|
||||||
4.700% senior unsecured notes due February 2021
|
|
400
|
|
|
417
|
|
|
466
|
|
|
400
|
|
|
419
|
|
|
450
|
|
||||||
3.375% senior unsecured notes due November 2021 (a)
|
|
500
|
|
|
512
|
|
|
533
|
|
|
500
|
|
|
497
|
|
|
517
|
|
||||||
2.875% senior unsecured notes due March 2022
|
|
1,100
|
|
|
998
|
|
|
1,128
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
0.000% senior unsecured notes due November 2022
|
|
15
|
|
|
9
|
|
|
11
|
|
|
1,095
|
|
|
619
|
|
|
696
|
|
||||||
2.750% senior unsecured notes due February 2023 (a)
|
|
625
|
|
|
619
|
|
|
631
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
5.800% senior unsecured notes due March 2036
|
|
850
|
|
|
845
|
|
|
1,025
|
|
|
850
|
|
|
844
|
|
|
1,017
|
|
||||||
6.500% senior unsecured notes due June 2037
|
|
500
|
|
|
495
|
|
|
659
|
|
|
500
|
|
|
495
|
|
|
636
|
|
||||||
6.625% senior unsecured notes due November 2037
|
|
650
|
|
|
645
|
|
|
860
|
|
|
650
|
|
|
645
|
|
|
834
|
|
||||||
6.875% senior unsecured notes due February 2038
|
|
1,100
|
|
|
1,084
|
|
|
1,510
|
|
|
1,100
|
|
|
1,084
|
|
|
1,475
|
|
||||||
5.700% senior unsecured notes due October 2040
|
|
300
|
|
|
298
|
|
|
364
|
|
|
300
|
|
|
298
|
|
|
359
|
|
||||||
5.950% senior unsecured notes due February 2041
|
|
350
|
|
|
348
|
|
|
440
|
|
|
350
|
|
|
348
|
|
|
430
|
|
||||||
4.625% senior unsecured notes due November 2041
|
|
600
|
|
|
593
|
|
|
641
|
|
|
600
|
|
|
593
|
|
|
631
|
|
||||||
4.375% senior unsecured notes due March 2042
|
|
502
|
|
|
486
|
|
|
521
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
3.950% senior unsecured notes due October 2042
|
|
625
|
|
|
611
|
|
|
622
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total U.S. Dollar denominated debt
|
|
16,117
|
|
|
16,143
|
|
|
18,008
|
|
|
11,860
|
|
|
11,638
|
|
|
13,149
|
|
||||||
Cetip Interbank Deposit Rate (CDI) + 1.3% Subsidiary floating debt due October 2013
|
|
147
|
|
|
148
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
CDI + 1.45 % Subsidiary floating debt due October 2014
|
|
147
|
|
|
149
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
110% CDI Subsidiary floating debt due December 2014
|
|
147
|
|
|
151
|
|
|
147
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
CDI + 1.6% Subsidiary floating debt due October 2015
|
|
74
|
|
|
76
|
|
|
76
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Brazilian Extended National Consumer Price Index (IPCA) + 7.61% Subsidiary floating debt due October 2015
|
|
73
|
|
|
87
|
|
|
90
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total Brazilian Real denominated debt (in U.S. Dollars)
|
|
588
|
|
|
611
|
|
|
613
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total commercial paper and long-term debt
|
|
$
|
16,705
|
|
|
$
|
16,754
|
|
|
$
|
18,621
|
|
|
$
|
11,860
|
|
|
$
|
11,638
|
|
|
$
|
13,149
|
|
(a)
|
In 2012, the Company entered into interest rate swap contracts with a notional amount of
$2.8 billion
hedging these fixed-rate debt instruments. See below for more information on the Company’s interest rate swaps.
|
(a)
|
Includes
$33 million
of debt subject to acceleration clauses.
|
9.
|
Income Taxes
|
(in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Current Provision:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
2,638
|
|
|
$
|
2,608
|
|
|
$
|
2,524
|
|
State and local
|
|
150
|
|
|
150
|
|
|
180
|
|
|||
Total current provision
|
|
2,788
|
|
|
2,758
|
|
|
2,704
|
|
|||
Deferred provision
|
|
308
|
|
|
59
|
|
|
45
|
|
|||
Total provision for income taxes
|
|
$
|
3,096
|
|
|
$
|
2,817
|
|
|
$
|
2,749
|
|
(in millions, except percentages)
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||
Tax provision at the U.S. federal statutory rate
|
|
$
|
3,018
|
|
|
35.0
|
%
|
|
$
|
2,785
|
|
|
35.0
|
%
|
|
$
|
2,584
|
|
|
35.0
|
%
|
State income taxes, net of federal benefit
|
|
143
|
|
|
1.7
|
|
|
136
|
|
|
1.7
|
|
|
129
|
|
|
1.7
|
|
|||
Settlement of state exams, net of federal benefit
|
|
2
|
|
|
—
|
|
|
(29
|
)
|
|
(0.4
|
)
|
|
(3
|
)
|
|
—
|
|
|||
Tax-exempt investment income
|
|
(59
|
)
|
|
(0.7
|
)
|
|
(63
|
)
|
|
(0.8
|
)
|
|
(65
|
)
|
|
(0.9
|
)
|
|||
Non-deductible compensation
|
|
22
|
|
|
0.2
|
|
|
10
|
|
|
0.1
|
|
|
64
|
|
|
0.9
|
|
|||
Other, net
|
|
(30
|
)
|
|
(0.3
|
)
|
|
(22
|
)
|
|
(0.2
|
)
|
|
40
|
|
|
0.5
|
|
|||
Provision for income taxes
|
|
$
|
3,096
|
|
|
35.9
|
%
|
|
$
|
2,817
|
|
|
35.4
|
%
|
|
$
|
2,749
|
|
|
37.2
|
%
|
(in millions)
|
|
2012
|
|
2011
|
||||
Deferred income tax assets:
|
|
|
|
|
||||
Accrued expenses and allowances
|
|
$
|
306
|
|
|
$
|
259
|
|
U.S. Federal and State net operating loss carryforwards
|
|
276
|
|
|
247
|
|
||
Share-based compensation
|
|
238
|
|
|
417
|
|
||
Long term liabilities
|
|
160
|
|
|
155
|
|
||
Medical costs payable and other policy liabilities
|
|
149
|
|
|
166
|
|
||
Non-U.S. tax loss carryforwards
|
|
126
|
|
|
—
|
|
||
Unearned revenues
|
|
64
|
|
|
56
|
|
||
Unrecognized tax benefits
|
|
25
|
|
|
44
|
|
||
Domestic other
|
|
93
|
|
|
192
|
|
||
Foreign other
|
|
142
|
|
|
—
|
|
||
Subtotal
|
|
1,579
|
|
|
1,536
|
|
||
Less: valuation allowances
|
|
(271
|
)
|
|
(184
|
)
|
||
Total deferred income tax assets
|
|
1,308
|
|
|
1,352
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
||||
U.S. Federal and State intangible assets
|
|
(1,335
|
)
|
|
(1,148
|
)
|
||
Non-U.S. goodwill and intangible assets
|
|
(640
|
)
|
|
—
|
|
||
Capitalized software development
|
|
(482
|
)
|
|
(465
|
)
|
||
Net unrealized gains on investments
|
|
(296
|
)
|
|
(275
|
)
|
||
Depreciation and amortization
|
|
(249
|
)
|
|
(256
|
)
|
||
Prepaid expenses
|
|
(113
|
)
|
|
(86
|
)
|
||
Foreign other
|
|
(179
|
)
|
|
—
|
|
||
Total deferred income tax liabilities
|
|
(3,294
|
)
|
|
(2,230
|
)
|
||
Net deferred income tax liabilities
|
|
$
|
(1,986
|
)
|
|
$
|
(878
|
)
|
(in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Gross unrecognized tax benefits, beginning of period
|
|
$
|
129
|
|
|
$
|
220
|
|
|
$
|
220
|
|
Gross increases:
|
|
|
|
|
|
|
|
|
||||
Current year tax positions
|
|
6
|
|
|
11
|
|
|
13
|
|
|||
Prior year tax positions
|
|
18
|
|
|
10
|
|
|
30
|
|
|||
Gross decreases:
|
|
|
|
|
|
|
|
|
||||
Prior year tax positions
|
|
(48
|
)
|
|
(34
|
)
|
|
—
|
|
|||
Settlements
|
|
(10
|
)
|
|
(25
|
)
|
|
—
|
|
|||
Statute of limitations lapses
|
|
(14
|
)
|
|
(53
|
)
|
|
(43
|
)
|
|||
Gross unrecognized tax benefits, end of period
|
|
$
|
81
|
|
|
$
|
129
|
|
|
$
|
220
|
|
10.
|
Shareholders’ Equity
|
Payment Date
|
|
Amount per Share
|
|
Total Amount Paid
|
||||
|
|
|
|
(in millions)
|
||||
2010
|
|
$
|
0.4050
|
|
|
$
|
449
|
|
2011
|
|
0.6125
|
|
|
651
|
|
||
2012
|
|
0.8000
|
|
|
820
|
|
11.
|
Share-Based Compensation
|
|
Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual Life
|
|
Aggregate
Intrinsic Value
|
||||||
|
(in millions)
|
|
|
|
(in years)
|
|
(in millions)
|
||||||
Outstanding at beginning of period
|
91
|
|
|
$
|
42
|
|
|
|
|
|
|||
Granted
|
2
|
|
|
55
|
|
|
|
|
|
||||
Exercised
|
(29
|
)
|
|
36
|
|
|
|
|
|
||||
Forfeited
|
(1
|
)
|
|
43
|
|
|
|
|
|
||||
Outstanding at end of period
|
63
|
|
|
45
|
|
|
4.0
|
|
|
$
|
625
|
|
|
Exercisable at end of period
|
53
|
|
|
46
|
|
|
3.5
|
|
|
460
|
|
||
Vested and expected to vest, end of period
|
62
|
|
|
45
|
|
|
4.0
|
|
|
622
|
|
(shares in millions)
|
|
Shares
|
|
Weighted-Average
Grant Date
Fair Value
per Share
|
|||
Nonvested at beginning of period
|
|
17
|
|
|
$
|
36
|
|
Granted
|
|
7
|
|
|
52
|
|
|
Vested
|
|
(14
|
)
|
|
37
|
|
|
Forfeited
|
|
(1
|
)
|
|
44
|
|
|
Nonvested at end of period
|
|
9
|
|
|
46
|
|
(in millions, except per share amounts)
|
|
For the Years Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
|||||||
Stock Options and SARs
|
|
|
|
|
|
|
||||||
Weighted-average grant date fair value of shares granted, per share
|
|
$
|
18
|
|
|
$
|
15
|
|
|
$
|
13
|
|
Total intrinsic value of stock options and SARs exercised
|
|
559
|
|
|
327
|
|
|
164
|
|
|||
Restricted Shares
|
|
|
|
|
|
|
||||||
Weighted-average grant date fair value of shares granted, per share
|
|
52
|
|
|
42
|
|
|
32
|
|
|||
Total fair value of restricted shares vested
|
|
716
|
|
|
113
|
|
|
99
|
|
|||
Employee Stock Purchase Plan
|
|
|
|
|
|
|
||||||
Number of shares purchased
|
|
3
|
|
|
3
|
|
|
4
|
|
|||
Share-Based Compensation Items
|
|
|
|
|
|
|
||||||
Share-based compensation expense, before tax
|
|
$
|
421
|
|
|
$
|
401
|
|
|
$
|
326
|
|
Share-based compensation expense, net of tax effects
|
|
299
|
|
|
260
|
|
|
278
|
|
|||
Income tax benefit realized from share-based award exercises
|
|
461
|
|
|
170
|
|
|
78
|
|
(in millions, except years)
|
|
December 31, 2012
|
||
Unrecognized compensation expense related to share awards
|
|
$
|
307
|
|
Weighted-average years to recognize compensation expense
|
|
1.1
|
|
|
|
|
|
||
|
2012
|
|
2011
|
|
2010
|
Risk free interest rate
|
0.7% - 0.9%
|
|
0.9% - 2.3%
|
|
1.0% - 2.1%
|
Expected volatility
|
43.2% - 44.0%
|
|
44.3% - 45.1%
|
|
45.4% - 46.2%
|
Expected dividend yield
|
1.2% - 1.7%
|
|
1.0% - 1.4%
|
|
0.1% - 1.7%
|
Forfeiture rate
|
5.0%
|
|
5.0%
|
|
5.0%
|
Expected life in years
|
5.3 - 5.6
|
|
4.9 - 5.0
|
|
4.6 - 5.1
|
12.
|
Commitments and Contingencies
|
(in millions)
|
|
Future Minimum Lease Payments
|
||
2013
|
|
$
|
380
|
|
2014
|
|
357
|
|
|
2015
|
|
319
|
|
|
2016
|
|
277
|
|
|
2017
|
|
233
|
|
|
Thereafter
|
|
556
|
|
13.
|
Segment Financial Information
|
•
|
UnitedHealthcare
includes the combined results of operations of UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement, UnitedHealthcare Community & State and UnitedHealthcare International because they have similar economic characteristics, products and services, customers, distribution methods and operational processes and operate in a similar regulatory environment. The U.S. businesses also share significant common assets, including a contracted network of physicians, health care professionals, hospitals and other facilities, information technology infrastructure and other resources. UnitedHealthcare Employer & Individual offers an array of consumer-oriented health benefit plans and services for large national employers, public sector employers, mid-sized employers, small businesses and individuals nationwide and will serve TRICARE West Region members beginning April 1, 2013. UnitedHealthcare Medicare & Retirement provides health care coverage and health and well-being services to individuals age 50 and older, addressing their unique needs for preventive and acute health care services as well as services dealing with chronic disease and other specialized issues for older individuals. UnitedHealthcare Community & State provides health plans and care programs to beneficiaries of acute and long-term care Medicaid plans, the Children’s Health Insurance Program (CHIP), Special Needs Plans, Medicare-Medicaid Eligible beneficiaries eligible for both Medicare and Medicaid and other federal, state and community health care programs. UnitedHealthcare International is a diversified global health services business with a variety of offerings, including international commercial health and dental benefits.
|
•
|
OptumHealth
serves the physical, emotional and financial needs of individuals, enabling consumer health management and integrated care delivery through programs offered by employers, payers, government entities and directly with the care delivery system. OptumHealth offers access to networks of care provider specialists, health management services, integrated care delivery services, consumer relationship management and sales distribution platform services and financial services.
|
•
|
OptumInsight
is a health care information, technology, operational services and consulting company providing software and information products, advisory consulting services, and business process outsourcing services and support to participants in the health care industry. Hospitals, physicians, commercial health plans, government agencies, life sciences companies and other organizations that comprise the health care system work with OptumInsight to reduce costs, meet compliance mandates, improve clinical performance and adapt to the changing health system landscape.
|
•
|
OptumRx
offers a multitude of pharmacy benefit management services and programs including claims processing, retail network contracting, rebate contracting and management, clinical programs, such as step therapy, formulary management and disease/drug therapy management programs to achieve a low-cost, high-quality pharmacy benefit. OptumRx also provides patient support programs and dispensing of prescribed medications, including specialty medications, through its mail order pharmacies for its clients’ members.
|
|
|
|
|
Optum
|
|
|
|
|
||||||||||||||||||||
(in millions)
|
|
UnitedHealthcare
|
|
OptumHealth
|
|
OptumInsight
|
|
OptumRx
|
|
Total Optum
|
|
Corporate and
Intersegment
Eliminations
|
|
Consolidated
|
||||||||||||||
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenues - external customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Premiums
|
|
$
|
97,985
|
|
|
$
|
1,743
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,743
|
|
|
$
|
—
|
|
|
$
|
99,728
|
|
Services
|
|
4,867
|
|
|
767
|
|
|
1,720
|
|
|
83
|
|
|
2,570
|
|
|
—
|
|
|
7,437
|
|
|||||||
Products
|
|
—
|
|
|
21
|
|
|
87
|
|
|
2,665
|
|
|
2,773
|
|
|
—
|
|
|
2,773
|
|
|||||||
Total revenues - external customers
|
|
102,852
|
|
|
2,531
|
|
|
1,807
|
|
|
2,748
|
|
|
7,086
|
|
|
—
|
|
|
109,938
|
|
|||||||
Total revenues - intersegment
|
|
—
|
|
|
5,503
|
|
|
1,075
|
|
|
15,611
|
|
|
22,189
|
|
|
(22,189
|
)
|
|
—
|
|
|||||||
Investment and other income
|
|
567
|
|
|
113
|
|
|
—
|
|
|
—
|
|
|
113
|
|
|
—
|
|
|
680
|
|
|||||||
Total revenues
|
|
$
|
103,419
|
|
|
$
|
8,147
|
|
|
$
|
2,882
|
|
|
$
|
18,359
|
|
|
$
|
29,388
|
|
|
$
|
(22,189
|
)
|
|
$
|
110,618
|
|
Earnings from operations
|
|
$
|
7,815
|
|
|
$
|
561
|
|
|
$
|
485
|
|
|
$
|
393
|
|
|
$
|
1,439
|
|
|
$
|
—
|
|
|
$
|
9,254
|
|
Interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(632
|
)
|
|
(632
|
)
|
|||||||
Earnings before income taxes
|
|
$
|
7,815
|
|
|
$
|
561
|
|
|
$
|
485
|
|
|
$
|
393
|
|
|
$
|
1,439
|
|
|
$
|
(632
|
)
|
|
$
|
8,622
|
|
Total Assets
|
|
$
|
63,591
|
|
|
$
|
8,274
|
|
|
$
|
5,463
|
|
|
$
|
3,466
|
|
|
$
|
17,203
|
|
|
$
|
91
|
|
|
$
|
80,885
|
|
Purchases of property, equipment and capitalized software
|
|
$
|
585
|
|
|
$
|
184
|
|
|
$
|
165
|
|
|
$
|
136
|
|
|
$
|
485
|
|
|
$
|
—
|
|
|
$
|
1,070
|
|
Depreciation and amortization
|
|
$
|
794
|
|
|
$
|
193
|
|
|
$
|
210
|
|
|
$
|
112
|
|
|
$
|
515
|
|
|
$
|
—
|
|
|
$
|
1,309
|
|
|
|
|
|
Optum
|
|
|
|
|
||||||||||||||||||||
(in millions)
|
|
UnitedHealthcare
|
|
OptumHealth
|
|
OptumInsight
|
|
OptumRx
|
|
Total Optum
|
|
Corporate and
Intersegment
Eliminations
|
|
Consolidated
|
||||||||||||||
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenues - external customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Premiums
|
|
$
|
90,487
|
|
|
$
|
1,496
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,496
|
|
|
$
|
—
|
|
|
$
|
91,983
|
|
Services
|
|
4,291
|
|
|
628
|
|
|
1,616
|
|
|
78
|
|
|
2,322
|
|
|
—
|
|
|
6,613
|
|
|||||||
Products
|
|
—
|
|
|
24
|
|
|
96
|
|
|
2,492
|
|
|
2,612
|
|
|
—
|
|
|
2,612
|
|
|||||||
Total revenues - external customers
|
|
94,778
|
|
|
2,148
|
|
|
1,712
|
|
|
2,570
|
|
|
6,430
|
|
|
—
|
|
|
101,208
|
|
|||||||
Total revenues - intersegment
|
|
—
|
|
|
4,461
|
|
|
958
|
|
|
16,708
|
|
|
22,127
|
|
|
(22,127
|
)
|
|
—
|
|
|||||||
Investment and other income
|
|
558
|
|
|
95
|
|
|
1
|
|
|
—
|
|
|
96
|
|
|
—
|
|
|
654
|
|
|||||||
Total revenues
|
|
$
|
95,336
|
|
|
$
|
6,704
|
|
|
$
|
2,671
|
|
|
$
|
19,278
|
|
|
$
|
28,653
|
|
|
$
|
(22,127
|
)
|
|
$
|
101,862
|
|
Earnings from operations
|
|
$
|
7,203
|
|
|
$
|
423
|
|
|
$
|
381
|
|
|
$
|
457
|
|
|
$
|
1,261
|
|
|
$
|
—
|
|
|
$
|
8,464
|
|
Interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(505
|
)
|
|
(505
|
)
|
|||||||
Earnings before income taxes
|
|
$
|
7,203
|
|
|
$
|
423
|
|
|
$
|
381
|
|
|
$
|
457
|
|
|
$
|
1,261
|
|
|
$
|
(505
|
)
|
|
$
|
7,959
|
|
Total Assets
|
|
$
|
52,618
|
|
|
$
|
6,756
|
|
|
$
|
5,308
|
|
|
$
|
3,503
|
|
|
$
|
15,567
|
|
|
$
|
(296
|
)
|
|
$
|
67,889
|
|
Purchases of property, equipment and capitalized software
|
|
$
|
635
|
|
|
$
|
168
|
|
|
$
|
175
|
|
|
$
|
89
|
|
|
$
|
432
|
|
|
$
|
—
|
|
|
$
|
1,067
|
|
Depreciation and amortization
|
|
$
|
680
|
|
|
$
|
154
|
|
|
$
|
195
|
|
|
$
|
95
|
|
|
$
|
444
|
|
|
$
|
—
|
|
|
$
|
1,124
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenues - external customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Premiums
|
|
$
|
84,158
|
|
|
$
|
1,247
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,247
|
|
|
$
|
—
|
|
|
$
|
85,405
|
|
Services
|
|
4,021
|
|
|
331
|
|
|
1,403
|
|
|
64
|
|
|
1,798
|
|
|
—
|
|
|
5,819
|
|
|||||||
Products
|
|
—
|
|
|
19
|
|
|
93
|
|
|
2,210
|
|
|
2,322
|
|
|
—
|
|
|
2,322
|
|
|||||||
Total revenues - external customers
|
|
88,179
|
|
|
1,597
|
|
|
1,496
|
|
|
2,274
|
|
|
5,367
|
|
|
—
|
|
|
93,546
|
|
|||||||
Total revenues - intersegment
|
|
—
|
|
|
2,912
|
|
|
845
|
|
|
14,449
|
|
|
18,206
|
|
|
(18,206
|
)
|
|
—
|
|
|||||||
Investment and other income
|
|
551
|
|
|
56
|
|
|
1
|
|
|
1
|
|
|
58
|
|
|
—
|
|
|
609
|
|
|||||||
Total revenues
|
|
$
|
88,730
|
|
|
$
|
4,565
|
|
|
$
|
2,342
|
|
|
$
|
16,724
|
|
|
$
|
23,631
|
|
|
$
|
(18,206
|
)
|
|
$
|
94,155
|
|
Earnings from operations
|
|
$
|
6,740
|
|
|
$
|
511
|
|
|
$
|
84
|
|
|
$
|
529
|
|
|
$
|
1,124
|
|
|
$
|
—
|
|
|
$
|
7,864
|
|
Interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(481
|
)
|
|
(481
|
)
|
|||||||
Earnings before income taxes
|
|
$
|
6,740
|
|
|
$
|
511
|
|
|
$
|
84
|
|
|
$
|
529
|
|
|
$
|
1,124
|
|
|
$
|
(481
|
)
|
|
$
|
7,383
|
|
Total Assets
|
|
$
|
50,913
|
|
|
$
|
3,897
|
|
|
$
|
5,435
|
|
|
$
|
3,087
|
|
|
$
|
12,419
|
|
|
$
|
(269
|
)
|
|
$
|
63,063
|
|
Purchases of property, equipment and capitalized software
|
|
$
|
525
|
|
|
$
|
117
|
|
|
$
|
156
|
|
|
$
|
80
|
|
|
$
|
353
|
|
|
$
|
—
|
|
|
$
|
878
|
|
Depreciation and amortization
|
|
$
|
725
|
|
|
$
|
100
|
|
|
$
|
159
|
|
|
$
|
80
|
|
|
$
|
339
|
|
|
$
|
—
|
|
|
$
|
1,064
|
|
Goodwill impairment
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
172
|
|
|
$
|
—
|
|
|
$
|
172
|
|
|
$
|
—
|
|
|
$
|
172
|
|
14.
|
Quarterly Financial Data (Unaudited)
|
|
|
For the Quarter Ended
|
||||||||||||||
(in millions, except per share data)
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2012
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
27,282
|
|
|
$
|
27,265
|
|
|
$
|
27,302
|
|
|
$
|
28,769
|
|
Operating costs
|
|
24,965
|
|
|
25,039
|
|
|
24,692
|
|
|
26,668
|
|
||||
Earnings from operations
|
|
2,317
|
|
|
2,226
|
|
|
2,610
|
|
|
2,101
|
|
||||
Net earnings
|
|
1,388
|
|
|
1,337
|
|
|
1,557
|
|
|
1,244
|
|
||||
Net earnings per share attributable to UnitedHealth Group common shareholders:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
1.34
|
|
|
1.30
|
|
|
1.52
|
|
|
1.22
|
|
||||
Diluted
|
|
1.31
|
|
|
1.27
|
|
|
1.50
|
|
|
1.20
|
|
||||
2011
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
25,432
|
|
|
$
|
25,234
|
|
|
$
|
25,280
|
|
|
$
|
25,916
|
|
Operating costs
|
|
23,211
|
|
|
23,135
|
|
|
23,210
|
|
|
23,842
|
|
||||
Earnings from operations
|
|
2,221
|
|
|
2,099
|
|
|
2,070
|
|
|
2,074
|
|
||||
Net earnings
|
|
1,346
|
|
|
1,267
|
|
|
1,271
|
|
|
1,258
|
|
||||
Basic net earnings per common share
|
|
1.24
|
|
|
1.18
|
|
|
1.19
|
|
|
1.19
|
|
||||
Diluted net earnings per common share
|
|
1.22
|
|
|
1.16
|
|
|
1.17
|
|
|
1.17
|
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
/s/ DELOITTE & TOUCHE LLP
|
|
Minneapolis, Minnesota
|
February 6, 2013
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Plan Category
|
|
(a)
Number of securities
to be issued upon
exercise of
outstanding
options, warrants
and rights
(3)
|
|
(b)
Weighted-average
exercise
price of
outstanding
options, warrants
and rights
(3)
|
|
(c)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
|
|
||||
|
|
(in millions)
|
|
|
|
(in millions)
|
|
||||
Equity compensation plans approved by shareholders
(1)
|
|
51
|
|
|
$
|
43
|
|
|
63
|
|
(4)
|
Equity compensation plans not approved by shareholders
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
(2)
|
|
51
|
|
|
$
|
43
|
|
|
63
|
|
|
(1)
|
Consists of the UnitedHealth Group Incorporated 2011 Stock Incentive Plan, as amended, and the UnitedHealth Group 1993 Employee Stock Purchase Plan, as amended.
|
(2)
|
Excludes 0.1 million shares underlying stock options assumed by us in connection with our acquisition of the companies under whose plans the options originally were granted. These options have a weighted-average exercise price of $41 and an average remaining term of approximately 2.1 years. The options are administered pursuant to the terms of the plan under which the option originally was granted. No future awards will be granted under these acquired plans.
|
(3)
|
Excludes stock appreciation rights (SARs) to acquire 12 million shares of common stock of the Company with exercise prices above $54.24, the closing price of a share of our common stock as reported on the NYSE on
December 31, 2012
.
|
(4)
|
Includes 20 million shares of common stock available for future issuance under the Employee Stock Purchase Plan as of
December 31, 2012
, and 43 million shares available under the 2011 Stock Incentive Plan as of
December 31, 2012
. Shares available under the 2011 Stock Incentive Plan may become the subject of future awards in the form of stock options, SARs, restricted stock, restricted stock units, performance awards and other stock-based awards, except that only 16 million of these shares are available for future grants of awards other than stock options or SARs.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
(a)
|
1
. Financial Statements
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
3.1
|
|
|
Third Restated Articles of Incorporation of UnitedHealth Group Incorporated (incorporated by reference to Exhibit 3.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K dated May 29, 2007)
|
3.2
|
|
|
Fourth Amended and Restated Bylaws of UnitedHealth Group Incorporated (incorporated by reference to Exhibit 3.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K dated October 23, 2009)
|
4.1
|
|
|
Senior Indenture, dated as of November 15, 1998, between United HealthCare Corporation and The Bank of New York (incorporated by reference to Exhibit 4.1 to UnitedHealth Group Incorporated’s Registration Statement on Form S-3/A, SEC File Number 333-66013, filed on January 11, 1999)
|
4.2
|
|
|
Amendment, dated as of November 6, 2000, to Senior Indenture, dated as of November 15, 1998, between the UnitedHealth Group Incorporated and The Bank of New York (incorporated by reference to Exhibit 4.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001)
|
4.3
|
|
|
Instrument of Resignation, Appointment and Acceptance of Trustee, dated January 8, 2007, pursuant to the Senior Indenture, dated November 15, 1988, amended November 6, 2000, among UnitedHealth Group Incorporated, The Bank of New York and Wilmington Trust Company (incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007)
|
4.4
|
|
|
Indenture, dated as of February 4, 2008, between UnitedHealth Group Incorporated and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to UnitedHealth Group Incorporated’s Registration Statement on Form S-3, SEC File Number 333-149031, filed on February 4, 2008)
|
*10.1
|
|
|
UnitedHealth Group Incorporated 2011 Stock Incentive Plan, effective May 23, 2011 (incorporated by reference to Exhibit A to UnitedHealth Group Incorporated’s Definitive Proxy Statement dated April 13, 2011)
|
*10.2
|
|
|
Form of Agreement for Non-Qualified Stock Option Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, effective as of May 24, 2011 (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Current Report on Form 8-K dated May 23, 2011)
|
*10.3
|
|
|
Form of Agreement for Restricted Stock Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, effective as of May 24, 2011 (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporated’s Current Report on Form 8-K dated May 23, 2011)
|
*10.4
|
|
|
Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, effective as of May 24, 2011 (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K dated May 23, 2011)
|
*10.5
|
|
|
Form of Agreement for Stock Appreciation Rights Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, effective as of May 24, 2011 (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporated’s Current Report on Form 8-K dated May 23, 2011)
|
*10.6
|
|
|
Form of Agreement for Performance-based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, effective as of May 24, 2011 (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporated’s Current Report on Form 8-K dated May 23, 2011)
|
*10.7
|
|
|
Form of Agreement for Initial Deferred Stock Unit Award to Non-Employee Directors under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, effective as of May 24, 2011 (incorporated by reference to Exhibit 10.7 to UnitedHealth Group Incorporated’s Current Report on Form 8-K dated May 23, 2011)
|
*10.8
|
|
|
Form of Agreement for Deferred Stock Unit Award to Non-Employee Directors under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, effective as of May 24, 2011 (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Current Report on Form 8-K dated May 23, 2011)
|
*10.9
|
|
|
Amended and Restated UnitedHealth Group Incorporated Executive Incentive Plan (2009 Statement), effective as of December 31, 2008 (incorporated by reference to Exhibit 10.12 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2008)
|
*10.10
|
|
|
Amended and Restated UnitedHealth Group Incorporated 2008 Executive Incentive Plan, effective as of December 31, 2008 (incorporated by reference to Exhibit 10.13 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2008)
|
*10.11
|
|
|
Amendment, dated as of December 21, 2012, of Amended and Restated UnitedHealth Group Incorporated 2008 Executive Incentive Plan
|
*10.12
|
|
|
UnitedHealth Group Executive Savings Plan (2004 Statement) (incorporated by reference to Exhibit 10(e) of UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2003)
|
*10.13
|
|
|
First Amendment to UnitedHealth Group Executive Savings Plan (2004 Statement) (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporated’s Current Report on Form 8-K dated October 31, 2006)
|
*10.14
|
|
|
Second Amendment to UnitedHealth Group Executive Savings Plan (2004 Statement) (incorporated by reference to Exhibit 10.13 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2007)
|
*10.15
|
|
|
Third Amendment to UnitedHealth Group Executive Savings Plan (2004 Statement) (incorporated by reference to Exhibit 10.17 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2008)
|
*10.16
|
|
|
Fourth Amendment to UnitedHealth Group Executive Savings Plan (2004 Statement) (incorporated by reference to Exhibit 10.1 of UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)
|
*10.17
|
|
|
Summary of Non-Management Director Compensation, effective as of July 1, 2009 (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009)
|
*10.18
|
|
|
UnitedHealth Group Directors’ Compensation Deferral Plan (2009 Statement) (incorporated by reference to Exhibit 10.18 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2008)
|
*10.19
|
|
|
Amendment to the UnitedHealth Group Directors’ Compensation Deferral Plan, effective as of January 1, 2010 (incorporated by reference to Exhibit 10.20 to UnitedHealth Group Incorporated’s Annual Report on Form 10K for the year ended December 31, 2009)
|
*10.20
|
|
|
First Amendment to UnitedHealth Group Directors’ Compensation Deferral Plan (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)
|
*10.21
|
|
|
Employment Agreement, dated as of November 7, 2006, between UnitedHealth Group Incorporated and Stephen J. Hemsley (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K dated November 7, 2006)
|
*10.22
|
|
|
Agreement for Supplemental Executive Retirement Pay, effective April 1, 2004, between UnitedHealth Group Incorporated and Stephen J. Hemsley (incorporated by reference to Exhibit 10(b) to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004)
|
*10.23
|
|
|
Amendment to Agreement for Supplemental Executive Retirement Pay, dated as of November 7, 2006, between UnitedHealth Group Incorporated and Stephen J. Hemsley (incorporated by reference to Exhibit A to Exhibit 10.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K dated November 7, 2006)
|
*10.24
|
|
|
Amendment to Employment Agreement and Agreement for Supplemental Executive Retirement Pay, effective as of December 31, 2008, between United HealthCare Services, Inc. and Stephen J. Hemsley (incorporated by reference to Exhibit 10.22 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2008)
|
*10.25
|
|
|
Letter Agreement, effective as of February 19, 2008, by and between UnitedHealth Group Incorporated and Stephen J. Hemsley (incorporated by reference to Exhibit 10.22 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2007)
|
*10.26
|
|
|
Amendment to Employment Agreement, dated as of December 14, 2010, between UnitedHealth Group Incorporated and Stephen J. Hemsley (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K dated December 15, 2010)
|
*10.27
|
|
|
Amended and Restated Employment Agreement, dated as of August 8, 2011, between United HealthCare Services, Inc. and Gail K. Boudreaux (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011)
|
*10.28
|
|
|
Amended and Restated Employment Agreement, dated as of October 25, 2011, between United HealthCare Services, Inc. and Larry C. Renfro (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011)
|
*10.29
|
|
|
Employment Agreement, effective as of December 1, 2006, between United HealthCare Services, Inc. and David S. Wichmann (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008)
|
*10.30
|
|
|
Amendment to Employment Agreement, effective as of December 31, 2008, between United HealthCare Services, Inc. and David S. Wichmann (incorporated by reference to Exhibit 10.37 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2008)
|
*10.31
|
|
|
Amended and Restated Employment Agreement, dated as of March 26, 2012, between United HealthCare Services, Inc. and Larry C. Renfro (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012)
|
*10.32
|
|
|
Amended Employment Agreement, effective as of November 1, 2012, between Amil Assistência Médica Internacional S.A. and Dr. Edson de Godoy Bueno
|
*10.33
|
|
|
Employment Agreement, effective as of June 29, 2007, and amendment thereto, effective as of December 31, 2008, between United HealthCare Services, Inc. and Lori Sweere
|
*10.34
|
|
|
Employment Agreement, effective as of April 12, 2007, between United HealthCare Services, Inc. and Anthony Welters (incorporated by reference to Exhibit 10.28 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2007)
|
*10.35
|
|
|
Amendment to Employment Agreement, effective as of December 31, 2008, between United HealthCare Services, Inc. and Anthony Welters (incorporated by reference to Exhibit 10.35 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2008)
|
*10.36
|
|
|
Form of Agreement for Non-Qualified Stock Option Award for International Participants under UnitedHealth Group Incorporated's 2011 Stock Incentive Plan
|
*10.37
|
|
|
Form of Addendum for Non-Qualified Stock Option Award Agreement for International Participants under UnitedHealth Group Incorporated's 2011 Stock Incentive Plan
|
11.1
|
|
|
Statement regarding computation of per share earnings (incorporated by reference to the information contained under the heading “Net Earnings Per Common Share” in Note 2 of Notes to the Consolidated Financial Statements included in Item 8, “Financial Statements”)
|
12.1
|
|
|
Ratio of Earnings to Fixed Charges
|
21.1
|
|
|
Subsidiaries of UnitedHealth Group Incorporated
|
23.1
|
|
|
Consent of Independent Registered Public Accounting Firm
|
24.1
|
|
|
Power of Attorney
|
31.1
|
|
|
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
|
|
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101
|
|
|
The following materials from UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 6, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to the Consolidated Financial Statements.
|
*
|
|
Denotes management contracts and compensation plans in which certain directors and named executive officers participate and which are being filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K.
|
**
|
|
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of instruments defining the rights of certain holders of long-term debt are not filed. The Company will furnish copies thereof to the SEC upon request.
|
(c)
|
Financial Statement Schedule
|
/s/ DELOITTE & TOUCHE LLP
|
|
Minneapolis, Minnesota
|
February 6, 2013
|
(in millions, except per share data)
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,025
|
|
|
$
|
1,506
|
|
Notes receivable from subsidiaries
|
|
2,889
|
|
|
—
|
|
||
Deferred income taxes, prepaid expenses and other current assets
|
|
225
|
|
|
179
|
|
||
Total current assets
|
|
4,139
|
|
|
1,685
|
|
||
Equity in net assets of subsidiaries
|
|
43,724
|
|
|
38,688
|
|
||
Other assets
|
|
106
|
|
|
77
|
|
||
Total assets
|
|
$
|
47,969
|
|
|
$
|
40,450
|
|
|
|
|
|
|
||||
Liabilities and shareholders’ equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable and accrued liabilities
|
|
$
|
356
|
|
|
$
|
351
|
|
Note payable to subsidiary
|
|
175
|
|
|
145
|
|
||
Commercial paper and current maturities of long-term debt
|
|
2,541
|
|
|
982
|
|
||
Total current liabilities
|
|
3,072
|
|
|
1,478
|
|
||
Long-term debt, less current maturities
|
|
13,602
|
|
|
10,656
|
|
||
Deferred income taxes and other liabilities
|
|
117
|
|
|
24
|
|
||
Total liabilities
|
|
16,791
|
|
|
12,158
|
|
||
Commitments and contingencies (Note 4)
|
|
|
|
|
||||
Shareholders’ 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; 1,019 and 1,039 issued and outstanding
|
|
10
|
|
|
10
|
|
||
Additional paid-in capital
|
|
66
|
|
|
—
|
|
||
Retained earnings
|
|
30,664
|
|
|
27,821
|
|
||
Accumulated other comprehensive income
|
|
438
|
|
|
461
|
|
||
Total UnitedHealth Group shareholders’ equity
|
|
31,178
|
|
|
28,292
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
47,969
|
|
|
$
|
40,450
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Investment and other income
|
|
$
|
28
|
|
|
$
|
3
|
|
|
$
|
2
|
|
Total revenues
|
|
28
|
|
|
3
|
|
|
2
|
|
|||
Operating costs:
|
|
|
|
|
|
|
||||||
Operating costs
|
|
(2
|
)
|
|
25
|
|
|
54
|
|
|||
Interest expense
|
|
566
|
|
|
451
|
|
|
433
|
|
|||
Total operating costs
|
|
564
|
|
|
476
|
|
|
487
|
|
|||
Loss before income taxes
|
|
(536
|
)
|
|
(473
|
)
|
|
(485
|
)
|
|||
Benefit for income taxes
|
|
192
|
|
|
167
|
|
|
180
|
|
|||
Loss of parent company
|
|
(344
|
)
|
|
(306
|
)
|
|
(305
|
)
|
|||
Equity in undistributed income of subsidiaries
|
|
5,870
|
|
|
5,448
|
|
|
4,939
|
|
|||
Net earnings
|
|
5,526
|
|
|
5,142
|
|
|
4,634
|
|
|||
Other comprehensive (loss) income
|
|
(23
|
)
|
|
209
|
|
|
(1
|
)
|
|||
Comprehensive income
|
|
$
|
5,503
|
|
|
$
|
5,351
|
|
|
$
|
4,633
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Operating activities
|
|
|
|
|
|
|
||||||
Cash flows from operating activities
|
|
$
|
6,116
|
|
|
$
|
5,560
|
|
|
$
|
3,731
|
|
Investing activities
|
|
|
|
|
|
|
||||||
Cash paid for acquisitions
|
|
(3,737
|
)
|
|
(2,081
|
)
|
|
(2,470
|
)
|
|||
Capital contributions to subsidiaries
|
|
(99
|
)
|
|
(171
|
)
|
|
(104
|
)
|
|||
Cash flows used for investing activities
|
|
(3,836
|
)
|
|
(2,252
|
)
|
|
(2,574
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
||||||
Common stock repurchases
|
|
(3,084
|
)
|
|
(2,994
|
)
|
|
(2,517
|
)
|
|||
Issuance of notes to subsidiaries
|
|
(4,149
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from common stock issuance
|
|
1,078
|
|
|
381
|
|
|
272
|
|
|||
Cash dividends paid
|
|
(820
|
)
|
|
(651
|
)
|
|
(449
|
)
|
|||
Proceeds from commercial paper, net
|
|
1,587
|
|
|
(933
|
)
|
|
930
|
|
|||
Proceeds from issuance of long term debt
|
|
3,966
|
|
|
2,234
|
|
|
747
|
|
|||
Repayments of long-term debt
|
|
(986
|
)
|
|
(955
|
)
|
|
(1,583
|
)
|
|||
Interest rate swap termination
|
|
—
|
|
|
132
|
|
|
—
|
|
|||
Proceeds of note from subsidiary
|
|
30
|
|
|
15
|
|
|
30
|
|
|||
Other
|
|
(383
|
)
|
|
53
|
|
|
20
|
|
|||
Cash flows used for financing activities
|
|
(2,761
|
)
|
|
(2,718
|
)
|
|
(2,550
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
|
(481
|
)
|
|
590
|
|
|
(1,393
|
)
|
|||
Cash and cash equivalents, beginning of period
|
|
1,506
|
|
|
916
|
|
|
2,309
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
1,025
|
|
|
$
|
1,506
|
|
|
$
|
916
|
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow disclosures
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
547
|
|
|
$
|
418
|
|
|
$
|
459
|
|
Cash paid for income taxes
|
|
2,666
|
|
|
2,739
|
|
|
2,725
|
|
(a)
|
Includes
$9 million
of debt subject to acceleration clauses.
|
UNITEDHEALTH GROUP INCORPORATED
|
|
|
|
By
|
/s/ STEPHEN J. HEMSLEY
|
|
Stephen J. Hemsley
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
/s/ STEPHEN J. HEMSLEY
|
|
Director, President and
Chief Executive Officer
(principal executive officer)
|
|
February 6, 2013
|
Stephen J. Hemsley
|
|
|
|
|
/s/ DAVID S. WICHMANN
|
|
Executive Vice President and
Chief Financial Officer of UnitedHealth Group and President of UnitedHealth Group Operations
(principal financial officer)
|
|
February 6, 2013
|
David S. Wichmann
|
|
|
|
|
/s/ ERIC S. RANGEN
|
|
Senior Vice President and
Chief Accounting Officer
(principal accounting officer)
|
|
February 6, 2013
|
Eric S. Rangen
|
|
|
|
|
*
|
|
Director
|
|
February 6, 2013
|
William C. Ballard, Jr.
|
|
|
|
|
*
|
|
Director
|
|
February 6, 2013
|
Richard T. Burke
|
|
|
|
|
*
|
|
Director
|
|
February 6, 2013
|
Edson Bueno
|
|
|
|
|
*
|
|
Director
|
|
February 6, 2013
|
Robert J. Darretta
|
|
|
|
|
*
|
|
Director
|
|
February 6, 2013
|
Michele J. Hooper
|
|
|
|
|
*
|
|
Director
|
|
February 6, 2013
|
Rodger A. Lawson
|
|
|
|
|
*
|
|
Director
|
|
February 6, 2013
|
Douglas W. Leatherdale
|
|
|
|
|
*
|
|
Director
|
|
February 6, 2013
|
Glenn M. Renwick
|
|
|
|
|
*
|
|
Director
|
|
February 6, 2013
|
Kenneth I. Shine
|
|
|
|
|
*
|
|
Director
|
|
February 6, 2013
|
Gail R. Wilensky
|
|
|
|
|
*By
|
/s/ MARIANNE D. SHORT
|
|
Marianne D. Short,
As Attorney-in-Fact
|
3.1
|
|
|
Third Restated Articles of Incorporation of UnitedHealth Group Incorporated (incorporated by reference to Exhibit 3.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K dated May 29, 2007)
|
3.2
|
|
|
Fourth Amended and Restated Bylaws of UnitedHealth Group Incorporated (incorporated by reference to Exhibit 3.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K dated October 23, 2009)
|
4.1
|
|
|
Senior Indenture, dated as of November 15, 1998, between United HealthCare Corporation and The Bank of New York (incorporated by reference to Exhibit 4.1 to UnitedHealth Group Incorporated’s Registration Statement on Form S-3/A, SEC File Number 333-66013, filed on January 11, 1999)
|
4.2
|
|
|
Amendment, dated as of November 6, 2000, to Senior Indenture, dated as of November 15, 1998, between the UnitedHealth Group Incorporated and The Bank of New York (incorporated by reference to Exhibit 4.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001)
|
4.3
|
|
|
Instrument of Resignation, Appointment and Acceptance of Trustee, dated January 8, 2007, pursuant to the Senior Indenture, dated November 15, 1988, amended November 6, 2000, among UnitedHealth Group Incorporated, The Bank of New York and Wilmington Trust Company (incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007)
|
4.4
|
|
|
Indenture, dated as of February 4, 2008, between UnitedHealth Group Incorporated and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to UnitedHealth Group Incorporated’s Registration Statement on Form S-3, SEC File Number 333-149031, filed on February 4, 2008)
|
*10.1
|
|
|
UnitedHealth Group Incorporated 2011 Stock Incentive Plan, effective May 23, 2011 (incorporated by reference to Exhibit A to UnitedHealth Group Incorporated’s Definitive Proxy Statement dated April 13, 2011)
|
*10.2
|
|
|
Form of Agreement for Non-Qualified Stock Option Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, effective as of May 24, 2011 (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Current Report on Form 8-K dated May 23, 2011)
|
*10.3
|
|
|
Form of Agreement for Restricted Stock Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, effective as of May 24, 2011 (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporated’s Current Report on Form 8-K dated May 23, 2011)
|
*10.4
|
|
|
Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, effective as of May 24, 2011 (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K dated May 23, 2011)
|
*10.5
|
|
|
Form of Agreement for Stock Appreciation Rights Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, effective as of May 24, 2011 (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporated’s Current Report on Form 8-K dated May 23, 2011)
|
*10.6
|
|
|
Form of Agreement for Performance-based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, effective as of May 24, 2011 (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporated’s Current Report on Form 8-K dated May 23, 2011)
|
*10.7
|
|
|
Form of Agreement for Initial Deferred Stock Unit Award to Non-Employee Directors under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, effective as of May 24, 2011 (incorporated by reference to Exhibit 10.7 to UnitedHealth Group Incorporated’s Current Report on Form 8-K dated May 23, 2011)
|
*10.8
|
|
|
Form of Agreement for Deferred Stock Unit Award to Non-Employee Directors under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, effective as of May 24, 2011 (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Current Report on Form 8-K dated May 23, 2011)
|
*10.9
|
|
|
Amended and Restated UnitedHealth Group Incorporated Executive Incentive Plan (2009 Statement), effective as of December 31, 2008 (incorporated by reference to Exhibit 10.12 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2008)
|
*10.10
|
|
|
Amended and Restated UnitedHealth Group Incorporated 2008 Executive Incentive Plan, effective as of December 31, 2008 (incorporated by reference to Exhibit 10.13 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2008)
|
*10.11
|
|
|
Amendment, dated as of December 21, 2012, of Amended and Restated UnitedHealth Group Incorporated 2008 Executive Incentive Plan
|
*10.12
|
|
|
UnitedHealth Group Executive Savings Plan (2004 Statement) (incorporated by reference to Exhibit 10(e) of UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2003)
|
*10.13
|
|
|
First Amendment to UnitedHealth Group Executive Savings Plan (2004 Statement) (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporated’s Current Report on Form 8-K dated October 31, 2006)
|
*10.14
|
|
|
Second Amendment to UnitedHealth Group Executive Savings Plan (2004 Statement) (incorporated by reference to Exhibit 10.13 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2007)
|
*10.15
|
|
|
Third Amendment to UnitedHealth Group Executive Savings Plan (2004 Statement) (incorporated by reference to Exhibit 10.17 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2008)
|
*10.16
|
|
|
Fourth Amendment to UnitedHealth Group Executive Savings Plan (2004 Statement) (incorporated by reference to Exhibit 10.1 of UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)
|
*10.17
|
|
|
Summary of Non-Management Director Compensation, effective as of July 1, 2009 (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009)
|
*10.18
|
|
|
UnitedHealth Group Directors’ Compensation Deferral Plan (2009 Statement) (incorporated by reference to Exhibit 10.18 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2008)
|
*10.19
|
|
|
Amendment to the UnitedHealth Group Directors’ Compensation Deferral Plan, effective as of January 1, 2010 (incorporated by reference to Exhibit 10.20 to UnitedHealth Group Incorporated’s Annual Report on Form 10K for the year ended December 31, 2009)
|
*10.20
|
|
|
First Amendment to UnitedHealth Group Directors’ Compensation Deferral Plan (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)
|
*10.21
|
|
|
Employment Agreement, dated as of November 7, 2006, between UnitedHealth Group Incorporated and Stephen J. Hemsley (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K dated November 7, 2006)
|
*10.22
|
|
|
Agreement for Supplemental Executive Retirement Pay, effective April 1, 2004, between UnitedHealth Group Incorporated and Stephen J. Hemsley (incorporated by reference to Exhibit 10(b) to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004)
|
*10.23
|
|
|
Amendment to Agreement for Supplemental Executive Retirement Pay, dated as of November 7, 2006, between UnitedHealth Group Incorporated and Stephen J. Hemsley (incorporated by reference to Exhibit A to Exhibit 10.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K dated November 7, 2006)
|
*10.24
|
|
|
Amendment to Employment Agreement and Agreement for Supplemental Executive Retirement Pay, effective as of December 31, 2008, between United HealthCare Services, Inc. and Stephen J. Hemsley (incorporated by reference to Exhibit 10.22 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2008)
|
*10.25
|
|
|
Letter Agreement, effective as of February 19, 2008, by and between UnitedHealth Group Incorporated and Stephen J. Hemsley (incorporated by reference to Exhibit 10.22 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2007)
|
*10.26
|
|
|
Amendment to Employment Agreement, dated as of December 14, 2010, between UnitedHealth Group Incorporated and Stephen J. Hemsley (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K dated December 15, 2010)
|
*10.27
|
|
|
Amended and Restated Employment Agreement, dated as of August 8, 2011, between United HealthCare Services, Inc. and Gail K. Boudreaux (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011)
|
*10.28
|
|
|
Amended and Restated Employment Agreement, dated as of October 25, 2011, between United HealthCare Services, Inc. and Larry C. Renfro (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011)
|
*10.29
|
|
|
Employment Agreement, effective as of December 1, 2006, between United HealthCare Services, Inc. and David S. Wichmann (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008)
|
*10.30
|
|
|
Amendment to Employment Agreement, effective as of December 31, 2008, between United HealthCare Services, Inc. and David S. Wichmann (incorporated by reference to Exhibit 10.37 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2008)
|
*10.31
|
|
|
Amended and Restated Employment Agreement, dated as of March 26, 2012, between United HealthCare Services, Inc. and Larry C. Renfro (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012)
|
*10.32
|
|
|
Amended Employment Agreement, effective as of November 1, 2012, between Amil Assistência Médica Internacional S.A. and Dr. Edson de Godoy Bueno
|
*10.33
|
|
|
Employment Agreement, effective as of June 29, 2007, and amendment thereto, effective as of December 31, 2008, between United HealthCare Services, Inc. and Lori Sweere
|
*10.34
|
|
|
Employment Agreement, effective as of April 12, 2007, between United HealthCare Services, Inc. and Anthony Welters (incorporated by reference to Exhibit 10.28 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2007)
|
*10.35
|
|
|
Amendment to Employment Agreement, effective as of December 31, 2008, between United HealthCare Services, Inc. and Anthony Welters (incorporated by reference to Exhibit 10.35 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2008)
|
*10.36
|
|
|
Form of Agreement for Non-Qualified Stock Option Award for International Participants under UnitedHealth Group Incorporated's 2011 Stock Incentive Plan
|
*10.37
|
|
|
Form of Addendum for Non-Qualified Stock Option Award Agreement for International Participants under UnitedHealth Group Incorporated's 2011 Stock Incentive Plan
|
11.1
|
|
|
Statement regarding computation of per share earnings (incorporated by reference to the information contained under the heading “Net Earnings Per Common Share” in Note 2 of Notes to the Consolidated Financial Statements included in Item 8, “Financial Statements”)
|
12.1
|
|
|
Ratio of Earnings to Fixed Charges
|
21.1
|
|
|
Subsidiaries of UnitedHealth Group Incorporated
|
23.1
|
|
|
Consent of Independent Registered Public Accounting Firm
|
24.1
|
|
|
Power of Attorney
|
31.1
|
|
|
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
|
|
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101
|
|
|
The following materials from UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 6, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to the Consolidated Financial Statements.
|
*
|
|
Denotes management contracts and compensation plans in which certain directors and named executive officers participate and which are being filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K.
|
**
|
|
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of instruments defining the rights of certain holders of long-term debt are not filed. The Company will furnish copies thereof to the SEC upon request.
|
1.
|
AMENDMENT TO NET INCOME DEFINITION. The definition of Net Income set forth in Section 3(i) of the Plan is restated in its entirety, as follows:
|
2.
|
AMENDMENT TO SECTION 4(c). Section 4(c) of the Plan is restated in its entirety, as follows:
|
3.
|
AMENDMENT TO SECTION 5(a)(ii). Section 5(a)(ii) of the Plan is amended by adding the following proviso to the end of the first sentence thereof:
|
4.
|
AMENDMENT TO SECTION 6(a)(ii). Section 6(a)(ii) of the Plan is amended by adding the following proviso to the end of the first sentence thereof:
|
5.
|
AMENDMENT TO SECTIONS 5(b) and 6(b). Sections 5(b) and 6(b) of the Plan are amended by replacing “between January 1 and March 15” with “no later than March 15”.
|
6.
|
SAVINGS CLAUSE. Save and except as hereinabove expressly amended, the Plan shall continue in full force and effec
t.
|
1.
_/s/ Adriana M. Scaleão_____ __
Name/Nome: Andriana M. Scaleão
I.D./R.G.:
|
2.
_/s/Gerson D. Gomes Filho____
Name/Nome: Gerson D. Gomes Filho
I.D./R.G.:
|
A.
|
Employment
.
UnitedHealth Group hereby employs Executive, and Executive accepts employment, under this Agreement's terms.
|
B.
|
Titles and
Duties
. Executive will be employed as the Executive Vice President, Human Capital and of UnitedHealth Group Incorporated, and will report to the Chief Executive Officer of UnitedHealth Group Incorporated. Executive will perform such duties, have such authority, and exercise such supervision and control as are commonly associated with Executive's position, as well as perform such other duties as are reasonably assigned to Executive. Executive will devote substantially all of Executive's business time and energy to Executive's duties. Executive will maintain operations in Executive's area of responsibility, and make every reasonable effort to ensure that the employees within that area of responsibility act, in compliance with applicable law and UnitedHealth Group's Principles of Integrity and Compliance. Executive is subject to all of UnitedHealth Group's employment policies and procedures (except as specifically superseded by this Agreement).
|
A.
|
Base Salary
. Executive's initial annual base salary will be $550,000, payable according to UnitedHealth Group's regular payroll schedule. Periodic adjustments to Executive's base salary may be made.
|
B.
|
Incentive Compensation
. Executive will be eligible to participate in UnitedHealth Group's incentive compensation plans in UnitedHealth Group's discretion and in accordance with the plans' terms and conditions. Executive's initial target bonus potential under UnitedHealth Group's Executive Incentive Plan, as amended, for the annual cash incentive will be 75% of annual base salary and for the long-term cash incentive will be 50% of annual base salary, in each case subject to periodic adjustments.
|
C.
|
Equity Awards
. Executive will be eligible for stock-based awards in UnitedHealth Group's discretion. In accordance with guideline amounts authorized by United Health Group's Compensation and Human Resources Committee, management will recommend that, in connection with the commencement of employment, Executive be awarded equity compensation in the form of Restricted Stock with a value of $1,000,000 and Stock-Settled Stock Appreciation Rights (SARs) with a Black Scholes value of $1,800,000. Subject to the terms of the applicable equity award certificate and the Company's 2002 Stock Incentive Plan, as amended, the Restricted Stock and SARs shall vest 25% on each of the first through fourth anniversary of the grant date. Executive's recommended grant will be reviewed by the Compensation and Human Resources Committee at a regularly scheduled quarterly committee meeting.
|
D.
|
Cash Sign-On Bonus
. Executive will receive a “sign-on” bonus of $100,000, payable after the completion of 60 days from Executive's official start date in accordance with the next scheduled payroll cycle, subject to applicable taxes and withholdings. If Executive's employment is terminated within 12 months after the hire date (a) voluntarily by Executive, or (b) by UnitedHealth Group for reasons that constitute a violation of UnitedHealth Group's Principles of Integrity and Compliance, Executive agrees to repay to UnitedHealth Group a pro-rata portion of the sign-on bonus based on the number of full months Executive was employed. For example, if Executive terminates her employment six months following her hire date, Executive agrees to repay 1/2 of the sign-on bonus.
|
E.
|
Employee Benefits
. Executive will be eligible to participate in UnitedHealth Group's employee welfare, retirement, and other benefit plans on the same basis as other similarly situated executives, in accordance with the terms of the plans. Executive will be eligible for Paid Time Off in accordance with UnitedHealth Group's policies. UnitedHealth Group reserves the right to amend or discontinue any plan or policy at any time in its sole discretion. In addition to the Company's generally available benefits, the Company shall provide Executive, at the Company's expense during the term of Executive's employment, a $2 million face value term life insurance policy and a long term disability policy which covers 60% of base salary in the event of a qualifying long term disability, subject to the terms of the policy.
|
F.
|
Relocation Expenses
. UnitedHealth Group will pay for or reimburse Executive for certain relocation expenses according to UnitedHealth Group's Relocation Policy (“Relocation Expenses”). If Executive's employment is terminated within 12 months after the hire date (a) voluntarily by Executive, or (b) by UnitedHealth Group for reasons that constitute a violation of UnitedHealth Group's Principles of Integrity and Compliance, Executive agrees to repay to UnitedHealth Group a pro-rata portion of the Relocation Expenses based on the number of full months Executive was employed. For example, if Executive terminates her employment six
|
A.
|
Term
. This Agreement's term is from the Effective Date until this Agreement is terminated under Section 3.B.
|
B.
|
Termination
.
|
A.
|
Circumstances under Which Severance Benefits Payable
. Executive will be entitled to Severance Benefits only if Executive's employment is terminated by UnitedHealth Group without Cause or if Executive terminates employment for Good Reason. The Severance Benefits in this Agreement are in lieu of any payments or benefits to which Executive otherwise might be entitled under any UnitedHealth Group severance plan or program.
|
B.
|
Severance Benefits
. Executive will be entitled to the following Severance Benefits in the event Executive's employment terminates under the circumstances described at Section 4A above:
|
C.
|
Separation Agreement and Release Required
. In order to receive any Severance Benefits under this Agreement, Executive must sign a separation agreement and release of claims substantially in the form attached hereto.
|
5..
|
Property Rights, Confidentiality, Non-Disparagement, and Restrictive Covenants
.
|
A.
|
UnitedHealth Group's Property
.
|
i.
|
Assignment of Property Rights
. Executive must promptly disclose in writing to UnitedHealth Group all inventions, discoveries, processes, procedures, methods and works of authorship, whether or not patentable or copyrightable, that Executive alone or jointly conceives, makes, discovers, writes or creates, during working hours or on Executive's own time, during this Agreement's term (the “Works”). Executive hereby assigns to UnitedHealth Group all Executive's rights, including copyrights and patent rights, to all Works. Executive must assist UnitedHealth Group as it reasonably requires to perfect, protect, and use its rights to the Works. This provision does not apply to any Work for which no UnitedHealth Group equipment, supplies, facility or trade secret information was used and: (1) which does not relate directly to UnitedHealth Group's business or actual or demonstrably anticipated research or development, or (2) which does not result from any work performed for UnitedHealth Group.
|
ii.
|
No Removal of Property
. Executive may not remove from UnitedHealth Group's premises any UnitedHealth Group records, documents, data or other property, in either original or duplicate form, except as necessary in the ordinary course of UnitedHealth Group's business.
|
iii.
|
Return of Property
. Executive must immediately deliver to UnitedHealth Group, upon termination of employment, or at any other time at UnitedHealth Group's request, all UnitedHealth Group property, including records, documents, data, and equipment, and all copies of any such property, including any records or data Executive prepared during employment.
|
B.
|
Confidential Information
. Executive will be given access to and provided with sensitive, confidential, proprietary and trade secret information (“Confidential Information”) in the course of Executive's employment. Examples of Confidential Information include: inventions; new product or marketing plans; business strategies and plans; merger and acquisition targets; financial and pricing information; computer programs, source codes, models and databases; analytical models; customer lists and information; and supplier and vendor lists and information. Executive agrees not to disclose or use
Confidential Information, either during or after Executive's employment with UnitedHealth Group,
except as necessary to perform Executive's UnitedHealth Group duties or as UnitedHealth Group may consent in writing. This Agreement does not restrict use or disclosure of publicly available information or information: (i) that Executive obtained from a source other than UnitedHealth Group before becoming employed by UnitedHealth Group; or (ii) that Executive received from a source outside UnitedHealth Group without an obligation of confidentiality.
|
C.
|
Non-Disparagement
. Executive agrees not to make any negative comments or otherwise disparage UnitedHealth Group or those associated with it, whether orally, in writing or otherwise, directly or by implication, to any person or entity, including UnitedHealth Group customers and agents.
|
D.
|
Restrictive Covenants
. Executive agrees to the restrictive covenants in this Section in consideration of Executive's employment and UnitedHealth Group's promises in this Agreement, including providing Executive access to Confidential Information. The restrictive covenants in this Section apply during Executive's employment and for 24 months following termination of employment for any reason. Executive agrees that he will not, without UnitedHealth Group's prior written consent, directly or indirectly, for Executive or for any other person or entity, as agent, employee, officer, director, consultant, owner, principal, partner or shareholder, or in any other individual or representative capacity:
|
i.
|
Customer Solicitation
: Executive will not engage in, or attempt to engage in, any business competitive with any UnitedHealth Group business with any person or entity who: (a) was a UnitedHealth Group provider or customer within the 12 months before Executive's employment termination and (b) with whom Executive had contact to further UnitedHealth Group's business or for whom Executive performed services, or supervised the provision of services for, during Executive's employment.
|
ii.
|
Employee Solicitation
: Executive will not hire, employ, recruit or solicit any UnitedHealth Group employee or consultant.
|
iii.
|
Interference
: Executive will not induce or influence any UnitedHealth Group employee, consultant, customer or provider to terminate his, her or its employment or other relationship with UnitedHealth Group.
|
iv.
|
Competitive Activities
: Executive will not engage or participate in, or in any way render services or assistance to, any business that competes, directly or indirectly, with any UnitedHealth Group product or service that Executive participated in, engaged in, or had Confidential Information regarding, during Executive's employment; provided, however, that this Section 5.D.iv will not prevent Executive from being employed by, or working as a consultant to, or serving on the board of, or being an owner or an investor in, a private equity firm.
|
v.
|
Assisting Others
. Executive will not assist anyone in any of the activities listed above.
|
E.
|
Cooperation and Indemnification
. Executive agrees that Executive will cooperate (i) with UnitedHealth Group in the defense of any legal claim involving any matter that arose during Executive's employment with UnitedHealth Group, and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding concerning UnitedHealth Group. UnitedHealth Group will reimburse Executive for any reasonable travel and out-of-pocket expenses incurred by Executive in providing such cooperation. UnitedHealth Group will indemnify Executive, in accordance with the Minnesota Business Corporation Act, for all claims and other covered matters arising in connection with Executive's employment.
|
F.
|
Injunctive Relief
. Executive agrees that (a) legal remedies (money damages) for any breach of Section 5 will be inadequate, (b) UnitedHealth Group will suffer immediate and irreparable harm from any such breach, and (c) UnitedHealth Group will be entitled to injunctive relief from a court in addition to any legal remedies UnitedHealth Group may seek in arbitration. If an arbitrator or court determines that Executive has breached any provision of Section 5, Executive agrees to pay to UnitedHealth Group its reasonable costs and attorney's fees incurred in enforcing that provision.
|
G.
|
Survival
. This Section 5 will survive this Agreement's termination.
|
6.
|
Miscellaneous
.
|
A.
|
Tax Withholding
. All compensation payable under this Agreement will be subject to applicable tax withholding and other required or authorized deductions.
|
B.
|
Assignment
. Executive may not assign this Agreement. UnitedHealth Group may assign this Agreement. Any successor to UnitedHealth Group will be deemed to be UnitedHealth Group under this Agreement.
|
C.
|
Notices
. All notices under this Agreement must be hand delivered or sent by registered or certified mail, return receipt requested and postage prepaid, to the party's address below or to the party's current address at the time of notice.
|
D.
|
Entire Agreement, Amendment
. This Agreement contains the parties' entire agreement regarding its subject matter and may only be amended in a writing signed by the parties. This Agreement supersedes any and all prior oral or written employment agreements (including letters and memoranda) between Executive and UnitedHealth Group or its predecessors. This Agreement does not supersede any stock option, restricted stock, or stock appreciation rights plan or award certificate.
|
E.
|
Choice of Law
. Minnesota law governs this Agreement.
|
F.
|
Waivers
. No party's failure to exercise, or delay in exercising, any right or remedy under this Agreement will be a waiver of such right or remedy, nor will any single or partial exercise of any right or remedy preclude any other or further exercise of such right or remedy.
|
G.
|
Narrowed Enforcement and Severability
. If a court or arbitrator decides that any provision of this Agreement is invalid or overbroad, the parties agree that the court or arbitrator should narrow such provision so that it is enforceable or, if narrowing is not possible or permissible, such provision should be considered severed and the other provisions of this Agreement should be unaffected.
|
H.
|
Dispute Resolution and Remedies
. Except for injunctive relief under Section 5.F, any dispute between the parties relating to this Agreement or to Executive's employment will be resolved by binding arbitration under UnitedHealth Group's
|
By
|
/s/ Lois Quam
|
|
/s/ Lori Sweere Komstadius
|
Its
|
Executive Vice President
|
|
|
Date:
|
|
Date:
|
5/15/2007
|
1.
|
Subject to paragraph 4 below, to the extent that Executive's Employment Agreement does not already provide a schedule of payment(s) for severance compensation subject to Section 409A that is in compliance with Section 409A, then such severance compensation will be paid, minus applicable deductions, including deductions for tax withholding, in equal bi-weekly payments (other than as provided in paragraphs 3 and 4 below with respect to the first payment) on the regular payroll cycle commencing on the Starting Date (as defined below) and continuing until the end of the severance period specified in the Employment Agreement (and for these purposes, any company option to make payment in a lump-sum shall not apply). If Executive becomes entitled to severance compensation, such payments shall be considered and are hereby designated as, a series of separate payments for purposes of Section 409A. Further, all severance compensation payable under the Employment Agreement shall be paid by, and no further severance compensation shall be paid or payable after December 31 of the second calendar year following the year in which Executive's Termination (as defined below) occurs. Any reimbursements provided for in Executive's Employment Agreement will be paid in accordance with the expense reimbursement policies of United HealthCare Services, Inc. and its affiliates (“UnitedHealth Group”).
|
2.
|
For purposes of payment of the severance compensation, Executive will be considered to have experienced a termination of employment as of the date that the facts and circumstances indicate that it is reasonably anticipated that Executive will provide no further services after such date or that the level of bona fide services that Executive is expected to perform permanently decreases to no more than 20% of the average level of bona fide services that Executive performed over the immediately preceding 36-month period. Whether Executive has had a termination of employment will be determined in a manner consistent with the definition of “separation from service” under Section 409A. A termination of employment will mean a “separation from service” and will be referred to as a “Termination”.
|
3.
|
With respect to a severance compensation payment subject to Section 409A that is not already in compliance with Section 409A, commencement of severance payments shall begin on the first payroll date that occurs in the first month that begins at least 60 days after the date of Executive's Termination (the “Starting Date”), provided that Executive has satisfied the requirement to sign a release of claims. The first payment on the Starting Date shall include those payments that would have been previously paid if the payments of the severance compensation had begun on the first payroll date following the date of Executive's Termination. UnitedHealth Group shall provide to Executive a form of separation agreement and release of claims no later than three (3) days following Executive's date of Termination. Executive must execute and deliver the
|
4.
|
If Executive is a “specified employee” (within the meaning of Section 409A and determined pursuant to procedures adopted by UnitedHealth Group) at the time of Executive's Termination and any amount that would be paid to Executive during the six-month period following Termination constitutes a deferral of compensation (within the meaning of Section 409A), such amount shall not be paid to Executive until the later of (i) six months after the date of Executive's Termination, and (ii) the payment date or commencement date specified in this Agreement for such payment(s). On the first regular payroll date following the expiration of such six-month period (or if Executive dies during the 6-month period, the first payroll date following the death), any payments that were delayed pursuant to the preceding sentence shall be paid to Executive in a single lump sum and thereafter all payments shall be made as if there had been no such delay.
|
5.
|
To the extent applicable, it is intended that the compensation arrangements under this Agreement be in full compliance with Section 409A. This Agreement shall be construed in a manner to give effect to such intention. In no event whatsoever shall UnitedHealth Group be liable for any tax, interest or penalties that may be imposed on Executive under Section 409A. Neither UnitedHealth Group nor any of its affiliates have any obligation to indemnify or otherwise hold Executive harmless from any or all such taxes, interest or penalties, or liability for any damages related thereto.
|
By
|
/s/ Thomas Strickland
|
|
/s/ Lori Sweere Komstadius
|
|
|
|
Lori Sweere
|
Its
|
EVP / CLO
|
|
|
Date:
|
12/11/2008
|
Date:
|
12/8/2008
|
Award Date
[Grant Date]
|
|
Option Shares
[Number of Shares Granted]
|
|
Exercise Price
[Price]
|
|
Expiration Date
[Expiration Date]
|
(i)
|
Solicit or conduct business with any business competitive with the Company from any person or entity: (A) who was a Company provider or customer within the 12 months before Optionee's employment termination and with whom Optionee had contact regarding the Company's activity, products or services, or for whom Optionee provided services or supervised employees who provided those services, or about whom the Optionee learned Confidential Information during employment related to the Company's provision of products or services to such Company provider or customer, or (B) was a prospective provider or customer the Company solicited within the 12 months before Optionee's employment termination and with whom Optionee had contact for the purposes of soliciting the person or entity to become a provider or customer of the Company, or supervised employees who had those contacts, or about whom the Optionee learned Confidential Information during employment related to the Company's provision of products or services to such prospective Company provider or customer;
|
(ii)
|
Raid, hire, employ, recruit or solicit any Company employee or consultant who possesses Confidential Information of the Company to leave the Company;
|
(iii)
|
Induce or influence any Company employee, consultant, or provider who possesses Confidential Information of the Company to terminate his, her or its employment or other relationship with the Company; or
|
(i)
|
Assist anyone in any of the activities listed above.
|
(i)
|
Engage in or participate in any activity that competes, directly or indirectly, with any Company activity, product or service that Optionee engaged in, participated in, or had Confidential Information about during Optionee's last 36 months of employment with the Company; or
|
(ii)
|
Assist anyone in any of the activities listed above.
|
(a)
|
“Change in Control” shall mean the sale of all or substantially all of the Company's assets or any merger, reorganization, or exchange or tender offer which, in each case, will result in a change in the power to elect 50% or more of the members of the Board of Directors of the Company; provided, however, that such a sale, merger or other event must also constitute either (i) a “change in the ownership” of the Company within the meaning of Treasury Regulation 1.409A-3(i)(5)(v), (ii) a “change in the effective control” of the Company within the meaning of Treasury Regulation 1.409A-3(i)(5)(vi)(A)(1) (replacing “30 percent” with “50 percent” as used in such regulation), or (iii) a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Treasury Regulation 1.409A-3(i)(5)(vii).
|
(b)
|
“Cause” shall mean Optionee's (a) material failure to follow the Company's reasonable direction or to perform any duties reasonably required on material matters, (b) material violation of, or failure to act upon or report known or suspected violations of, the Company's Code of Conduct, as may be amended from time to time, (c) conviction of any felony, (d) commission of any criminal, fraudulent, or dishonest act in connection with Optionee's employment, or (e) material breach of any employment agreement between the Optionee and the Company or any Affiliate, if any. The Company will, within 90 days of discovery of the conduct, give Optionee written notice specifying the conduct constituting Cause in reasonable detail and Optionee will have 60 days to remedy such conduct, if such conduct is reasonably capable of being remedied. In any instance where the Company may have grounds for Cause, failure by the Company to provide written notice of the grounds for Cause within 90 days of discovery shall be a waiver of its right to assert the subject conduct as a basis for termination for Cause.
|
(c)
|
“Good Reason” shall mean the occurrence of any of the following without Optionee's written consent, in each case, when compared to the arrangements in effect immediately prior to the Change in Control:
|
(i)
|
any reduction in Optionee's base salary or a significant reduction in Optionee's total compensation;
|
(ii)
|
a reduction in Optionee's annual or long-term incentive opportunities;
|
(iii)
|
a diminution in Optionee's duties, responsibilities or authority;
|
(iv)
|
a significant diminution in the budget over which the Optionee retains authority;
|
(v)
|
a change in Optionee's reporting relationship; or
|
(vi)
|
a relocation of more than 25 miles from Optionee's primary office location.
|
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
||||||||||
(dollars in millions)
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Earnings before income taxes
|
|
$
|
8,622
|
|
|
$
|
7,959
|
|
|
$
|
7,383
|
|
|
$
|
5,808
|
|
|
$
|
4,624
|
|
Fixed charges
|
|
732
|
|
|
594
|
|
|
570
|
|
|
642
|
|
|
718
|
|
|||||
Total earnings available for fixed charges
|
|
$
|
9,354
|
|
|
$
|
8,553
|
|
|
$
|
7,953
|
|
|
$
|
6,450
|
|
|
$
|
5,342
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
$
|
632
|
|
|
$
|
505
|
|
|
$
|
481
|
|
|
$
|
551
|
|
|
$
|
639
|
|
Interest component of rental payments
|
|
100
|
|
|
89
|
|
|
89
|
|
|
91
|
|
|
79
|
|
|||||
Total fixed charges
|
|
$
|
732
|
|
|
$
|
594
|
|
|
$
|
570
|
|
|
$
|
642
|
|
|
$
|
718
|
|
Ratio of earnings to fixed charges
|
|
12.8
|
|
|
14.4
|
|
|
14.0
|
|
|
10.0
|
|
|
7.4
|
|
Name of Entity
|
|
State of Jurisdiction or Domicile
|
|
Subsidiary of Entity
|
|
Doing Business As
|
ACN Group IPA of New York, Inc.
|
|
NY
|
|
OptumHealth Care Solutions, Inc.
|
|
|
ACN Group of California, Inc.
|
|
CA
|
|
OptumHealth Care Solutions, Inc.
|
|
OptumHealth Physical Health of California
|
Aeromil Táxi Aéreo Ltda.
|
|
Brazil
|
|
Amil Assistenência Médica Internacional S.A.
|
|
|
AHJV MSO, Inc.
|
|
DE
|
|
AHJV, Inc.
|
|
|
AHJV, Inc.
|
|
DE
|
|
NAMM Holdings, Inc. - 75%
Humana Inc. - 25%
|
|
|
A-Life Medical, Inc.
|
|
CA
|
|
OptumInsight, Inc.
|
|
|
All Savers Insurance Company
|
|
IN
|
|
Golden Rule Financial Corporation
|
|
|
All Savers Life Insurance Company of California
|
|
CA
|
|
Golden Rule Financial Corporation
|
|
|
American Medical Security Life Insurance Company
|
|
WI
|
|
Golden Rule Financial Corporation
|
|
UnitedHealthOne
|
AmeriChoice Corporation
|
|
DE
|
|
UnitedHealth Group Incorporated
|
|
|
AmeriChoice Health Services, Inc.
|
|
DE
|
|
AmeriChoice Corporation
|
|
|
AmeriChoice of Connecticut, Inc.
|
|
CT
|
|
AmeriChoice Corporation
|
|
|
AmeriChoice of Georgia, Inc.
|
|
GA
|
|
AmeriChoice Corporation
|
|
|
AmeriChoice of New Jersey, Inc.
|
|
NJ
|
|
AmeriChoice Corporation
|
|
UnitedHealthcare Community Plan
|
Amico Saúde Ltda.
|
|
Brazil
|
|
Amil Participações S.A.
|
|
|
Amil Assistência Médica Internacional S.A.
|
|
Brazil
|
|
Amil Participações S.A.
|
|
|
Amil Clinical Research Participações Ltda.
|
|
Brazil
|
|
Amil Lifesciences Participações Ltda.
|
|
|
Amil Lifesciences Participações Ltda.
|
|
Brazil
|
|
Amil Assistenência Médica Internacional S.A.
|
|
|
Amil Participações S.A.
|
|
Brazil
|
|
Mind Solutions, S.A.
|
|
|
Amil Planos por Administração Ltda.
|
|
Brazil
|
|
Amil Assistenência Médica Internacional S.A.
|
|
|
Aperture Credentialing, Inc.
|
|
DE
|
|
OptumInsight, Inc.
|
|
|
Arizona Physicians IPA, Inc.
|
|
AZ
|
|
UnitedHealthcare of Arizona, Inc.
|
|
UnitedHealthcare Arizona Physicians IPA
|
ASI Global, LLC
|
|
TX
|
|
FrontierMEDEX, Inc.
|
|
|
ASL Assistência a Saúde Ltda.
|
|
Brazil
|
|
Amil Assistenência Médica Internacional S.A.
|
|
|
Aveta Arizona, Inc.
|
|
Az
|
|
NAMM Holdings, Inc.
|
|
|
Aveta Colorado, Inc.
|
|
DE
|
|
NAMM Holdings, Inc.
|
|
|
Aveta Health Solutions Inc.
|
|
DE
|
|
NAMM Holdings, Inc.
|
|
|
Aveta Inc.
|
|
DE
|
|
Collaborative Care Holdings, LLC
|
|
|
Aveta Kansas City, Inc.
|
|
KS
|
|
NAMM Holdings, Inc.
|
|
|
Aveta Tennessee, Inc.
|
|
DE
|
|
NAMM Holdings, Inc.
|
|
|
Axolotl Corp.
|
|
DE
|
|
OptumInsight, Inc.
|
|
Axolotl OptumInsight Corp
|
bConnected Software, Inc.
|
|
DE
|
|
Connextions, Inc.
|
|
|
Behavioral Healthcare Options, Inc.
|
|
NV
|
|
Sierra Health Services, Inc.
|
|
|
Bosque Medical Center S.A.
|
|
Brazil
|
|
Amil Assistenência Médica Internacional S.A.
|
|
|
Canada Health Group International Limited
|
|
Canada
|
|
FrontierMEDEX Canada Holdings Ltd.
|
|
|
CanReg (Europe) Limited
|
|
Ireland
|
|
OptumInsight (Canada) Inc..
|
|
|
Care Improvement Associates of Texas, Inc.
|
|
TX
|
|
XLHealth Corporation
|
|
|
Care Improvement Plus Group Management, LLC
|
|
MD
|
|
XLHealth Corporation
|
|
|
Care Improvement Plus of Maryland, Inc.
|
|
MD
|
|
XLHealth Corporation
|
|
|
Care Improvement Plus of Texas Insurance Company
|
|
TX
|
|
XLHealth Corporation
|
|
|
Care Improvement Plus Practitioners, LLC
|
|
MD
|
|
XLHealth Corporation
|
|
|
Care Improvement Plus South Central Insurance Company
|
|
AR
|
|
XLHealth Corporation
|
|
|
Care Improvement Plus Wisconsin Insurance Company
|
|
WI
|
|
XLHealth Corporation
|
|
|
CareMedic Systems, Inc.
|
|
CA
|
|
OptumInsight, Inc.
|
|
|
Ceame – Centro Especializado de Atendimento Médico S/C Ltda.
|
|
Brazil
|
|
Amil Assistenência Médica Internacional S.A.
|
|
|
Cemed Care Empressa de Atendimento Clínico Geral Ltda.
|
|
Brazil
|
|
Amil Assistenência Médica Internacional S.A.
|
|
|
ChinaGate (Hong Kong) Limited
|
|
Hong Kong
|
|
Optum, Inc.
|
|
OptumInsight
|
ChinaGate Company Limited
|
|
China
|
|
ChinaGate (Hong Kong) Ltd.
|
|
|
Citrus Health Care, Inc.
|
|
FL
|
|
PHC Holdings of Florida, Inc.
|
|
|
Coachella Valley Physicians of PrimeCare, Inc.
|
|
CA
|
|
PrimeCare Medical Network, Inc.
|
|
|
Collaborative Care Holdings, LLC
|
|
DE
|
|
OptumHealth Holdings, LLC
|
|
|
Collaborative Care Services, Inc.
|
|
DE
|
|
Collaborative Care Holdings, LLC
|
|
|
Collaborative Care Solutions, LLC.
|
|
DE
|
|
Collaborative Care Services, Inc.
|
|
|
Comfort Care Transportation, LLC
|
|
TX
|
|
WellMed Medical Management, Inc.
|
|
|
Commonwealth Administrators, LLC
|
|
KY
|
|
UMR, Inc.
|
|
|
Connextions HCI NM, LLC
|
|
NM
|
|
Connextions, Inc.
|
|
|
Connextions HCI, LLC
|
|
FL
|
|
Connextions, Inc.
|
|
|
Connextions, Inc.
|
|
FL
|
|
OptumHealth Holdings, LLC
|
|
Connextions
Connextions Health
|
Corporate Support Limited
|
|
UK
|
|
Personal Performance Consultants UK Limited
|
|
|
DBP Services of New York IPA, Inc.
|
|
NY
|
|
Dental Benefit Providers, Inc.
|
|
|
Dental Benefit Providers of California, Inc.
|
|
CA
|
|
Dental Benefit Providers, Inc.
|
|
OptumHealth Dental of California
|
Dental Benefit Providers of Illinois, Inc.
|
|
IL
|
|
Dental Benefit Providers, Inc.
|
|
|
Dental Benefit Providers, Inc.
|
|
DE
|
|
United HealthCare Services, Inc.
|
|
DBP Services
DBP Services Inc.
|
Distance Learning Network, Inc.
|
|
DE
|
|
OptumHealth Holdings, LLC
|
|
i3CME
OptumHealth Education
|
Duncan Printing Services, LLC
|
|
SC
|
|
UnitedHealthcare Insurance Company
|
|
|
Electronic Network Systems, Inc.
|
|
DE
|
|
OptumInsight, Inc.
|
|
|
ELG FZE
|
|
Dubai
|
|
FrontierMEDEX Limited
|
|
|
Esho – Empresa de Serviços Hospitalares S.A
|
|
Brazil
|
|
Amil Assistenência Médica Internacional S.A.
|
|
|
Etho – Empresa de Tecnologia Hospitalar Ltda.
|
|
Brazil
|
|
Amil Assistenência Médica Internacional S.A.
|
|
|
Evercare Collaborative Solutions, Inc.
|
|
DE
|
|
Ovations, Inc.
|
|
|
Evercare Hospice, Inc.
|
|
DE
|
|
Collaborative Care Holdings, LLC
|
|
Evercare Hospice
Evercare Hospice and Palliative Care
Evercare Hospice and Palliative Care of Colorado Springs
Evercare Hospice and Palliative Care of Denver
Evercare Palliative Care
Evercare Palliative Services
Evercare Palliative Services of Atlanta
Evercare Palliative Services of Cincinnati
Evercare Palliative Services of Colorado Springs
Evercare Palliative Services of Cleveland
Evercare Palliative Services Denver
Evercare Palliative Services of Dover
Evercare Palliative Services of Eugene
Evercare Palliative Services of Houston
Evercare Palliative Services of Phoenix
Evercare Palliative Services of Portland
Evercare Palliative Services of Salem
Evercare Palliative Services of Tucson
Evercare Palliative Services of Vienna
|
Evercare of Arizona, Inc.
|
|
AZ
|
|
Ovations, Inc.
|
|
Evercare Select
UnitedHealthcare Community Plan
|
Excellion Serviços Biomédicos S.A.
|
|
Brazil
|
|
Esho – Emp. Serv. Hosopitalares S.A
|
|
|
Excelsior Med S.A.
|
|
Brazil
|
|
Amil Assistenência Médica Internacional S.A.
|
|
|
Executive Health Resources, Inc.
|
|
PA
|
|
OptumInsight, Inc.
|
|
|
Exlogs EBT Holdings Limited
|
|
Jersey
|
|
FrontierMEDEX Limited
|
|
|
Exlogs HSE, Inc. (Canada)
|
|
Canada
|
|
FrontierMEDEX Canada Holdings Ltd.
|
|
|
Exploration for Mine Clearance, LLC
|
|
Iraq
|
|
FrontierMEDEX Limited
|
|
|
Exploration Logisitcs Newfoundland Limited
|
|
Canada
|
|
FontierMEDEX Canada Limited
|
|
|
Exploration Logisitics Group for Medical Services PLC LTD
|
|
Iraq
|
|
FrontierMEDEX Limited
|
|
|
Exploration Logistics BC Limited
|
|
Canada
|
|
FontierMEDEX Canada Limited
|
|
|
Exploration Logistics Limited
|
|
UK
|
|
FrontierMEDEX Limited
|
|
|
Exploration Logistics Nova Scotia Limited
|
|
Canada
|
|
FontierMEDEX Canada Limited
|
|
|
Family Health Care Services
|
|
NV
|
|
Sierra Health Services, Inc.
|
|
|
Family Home Hospice, Inc.
|
|
NV
|
|
Sierra Health Services, Inc.
|
|
COU, Inc.
|
Fernandópolis Assistência Médica Ltda.
|
|
Brazil
|
|
Amil Assistenência Médica Internacional S.A.
|
|
|
FMG Holdings, LLC
|
|
DE
|
|
UnitedHealth Group Incorporated
|
|
|
Focus EAP Ltd.
|
|
UK
|
|
Personal Performance Consultants UK Limited
|
|
|
FOHP, Inc.
|
|
NJ
|
|
Oxford Health Plans LLC
|
|
|
FontierMEDEX Canada Limited
|
|
Canada
|
|
Canada Health Group International Limited
|
|
|
FOR HEALTH OF ARIZONA, INC.
|
|
AZ
|
|
For Health, Inc.
|
|
INSPRIS of Arizona
|
For Health, Inc.
|
|
DE
|
|
Inspiris, Inc.
|
|
|
Frontier Medical Services Limited
|
|
UK
|
|
FrontierMEDEX Limited
|
|
|
FrontierMEDEX (RMS), Inc.
|
|
DE
|
|
FMG Holdings, LLC
|
|
|
FrontierMEDEX Canada Holdings Ltd.
|
|
Canada
|
|
FrontierMEDEX Limited
|
|
|
FrontierMEDEX Canada Limited
|
|
Canada
|
|
Canada Health Group International Limited
|
|
|
FrontierMEDEX Government Services, LLC
|
|
DE
|
|
FMG Holdings, LLC
|
|
|
FrontierMEDEX Group Limited
|
|
UK
|
|
UnitedHealthcare International I, B.V.
|
|
|
FrontierMEDEX Limited
|
|
UK
|
|
FrontierMEDEX UK Limited
|
|
|
FrontierMEDEX UK Limited
|
|
UK
|
|
FrontierMEDEX Group Limited
|
|
|
FrontierMEDEX US, Inc.
|
|
DE
|
|
FMG Holdings, LLC
|
|
|
FrontierMEDEX, Inc.
|
|
MN
|
|
FrontierMEDEX US, Inc.
|
|
|
Golden Rule Financial Corporation
|
|
DE
|
|
UnitedHealth Group Incorporated
|
|
|
Golden Rule Insurance Company
|
|
IN
|
|
Golden Rule Financial Corporation
|
|
UnitedHealthOne
|
H&W Indemnity, (SPC), Ltd.
|
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Caymans
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|
UnitedHealth Group Incorporated
|
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|
Health Net Insurance of New York, Inc.
|
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NY
|
|
Oxford Health Plans LLC
|
|
|
Health Net of Connecticut, Inc.
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CT
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Oxford Health Plans LLC
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Health Net of New Jersey, Inc.
|
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NJ
|
|
FOHP, Inc.
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|
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Health Net of New York, Inc.
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NY
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|
Oxford Health Plans LLC
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Health Net Services (Bermuda) Ltd.
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Bermuda
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Oxford Health Plans LLC
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|
Health Plan of Nevada, Inc.
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NV
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|
Sierra Health Services, Inc.
|
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Health Technology Analysts Pty. Limited
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Australia
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OptumInsight, Inc.
|
|
Innovus
OptumInsight
|
HealthAllies, Inc.
|
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DE
|
|
OptumHealth Holdings, LLC
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|
OptumHealth Allies
UnitedHealth Allies
|
Hospice Inspiris Holdings, Inc.
|
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TN
|
|
Inspiris, Inc.
|
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Hospice Inspiris of Pennsylvania, Inc.
|
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TN
|
|
Hospice Inspiris Holdings, Inc.
|
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Hospice Inspiris of Texas, Inc.
|
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TN
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Hospice Inspiris Holdings, Inc.
|
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Hospice Inspiris, LLC
|
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TN
|
|
FOR HEATLH OF ARIZONA, INC.
|
|
|
Hospital Alvorada de Taguatinga Ltda.
|
|
Brazil
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|
Amil Assistenência Médica Internacional S.A.
|
|
|
Hygeia Corporation
|
|
DE
|
|
UnitedHealth International, Inc.
|
|
|
Hygeia Corporation (Ontario)
|
|
Ontario
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|
UnitedHealth Group International LP
|
|
|
Imed Star Serviços Médicos e Odontológicos Ltda.
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|
Brazil
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|
Amil Assistenência Médica Internacional S.A.
|
|
|
Independent Physician Management Services, Inc.
|
|
DE
|
|
Collaborative Care Holdings, LLC
|
|
|
Information Network Corporation
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AZ
|
|
AmeriChoice Corporation
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|
|
Informed Choice HealthCare Alliance, Inc.
|
|
IL
|
|
North American Medical Management - Illinois, Inc.
|
|
|
Ingenix Innovus (Netherlands) B.V.
|
|
Netherlands
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|
Optum, Inc.
|
|
OptumInsight
|
Ingenix UK Holdings Limited
|
|
UK
|
|
Optum, Inc.
|
|
|
Ingram & Associates, LLC
|
|
TN
|
|
Payment Resolution Services, LLC
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Ingram BPO Services, LLC
Ingram & Associates, LLC (Tennessee)
Ingram & Associates, (Tennessee) LLC
|
INSPIRIS of New York IPA, Inc.
|
|
NY
|
|
Inspiris, Inc.
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|
Care Level Management of New York
INSPIRIS of New York IPA
|
INSPIRIS of New York Management, Inc.
|
|
NY
|
|
Inspiris, Inc.
|
|
INSPIRIS of New York Management
|
Inspiris of Tennessee, Inc.
|
|
TN
|
|
Inspiris, Inc.
|
|
|
INSPIRIS of Texas Physician Group
|
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TX
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|
Inspiris Services Company
|
|
|
Inspiris Services Company
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|
TN
|
|
Inspiris, Inc.
|
|
Care Level Management of Florida
Inspiris of Florida
|
Inspiris, Inc.
|
|
DE
|
|
Collaborative Care Holdings, LLC
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|
International Psychological Services Pty Limited
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Australia
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PPC Worldwide Holdings Pty. Ltd.
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Lifeprint East, Inc.
|
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DE
|
|
Collaborative Care Holdings, LLC
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Lifeprint Health, Inc.
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DE
|
|
Collaborative Care Holdings, LLC
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|
LighthouseMD, Inc.
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RI
|
|
OptumInsight, Inc.
|
|
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Logisitics Health, Inc.
|
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WI
|
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OptumHeatlh Holdings, LLC
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|
Lynx Medical Systems, Inc.
|
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WA
|
|
Picis, Inc.
|
|
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MAMSI Insurance Resources, LLC
|
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MD
|
|
OneNet PPO, LLC
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|
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MAMSI Life and Health Insurance Company
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|
MD
|
|
United HealthCare Services, Inc.
|
|
MAMSI Life and Health
MLH
|
Managed Physical Network, Inc.
|
|
NY
|
|
OptumHealth Care Solutions, Inc.
|
|
|
MD Ops, Inc.
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|
CA
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|
North American Medical Management California, Inc.
|
|
|
MD-Individual Practice Association, Inc.
|
|
MD
|
|
United HealthCare Services, Inc.
|
|
M.D. IPA
M.D. IPA HEALTH
M.D. IPA PREFERRED
|
Medekit.com Limited
|
|
UK
|
|
FrontierMEDEX Limited
|
|
|
MEDEX Insurance Services, Inc.
|
|
MD
|
|
FrontierMEDEX, Inc.
|
|
|
Medica Health Plans of Florida, Inc.
|
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FL
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|
United HealthCare Services, Inc.
|
|
EZ Care
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Medica Healthcare Plans, Inc.
|
|
FL
|
|
United HealthCare Services, Inc.
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|
Medical Preparatory School of Allied Health, LLC
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TX
|
|
WellMed Medical Management, Inc.
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|
Medical Transportation Services, LLC
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FL
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|
United HealthCare Services, Inc.
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|
Midwest Security Life Insurance Company
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|
WI
|
|
UnitedHealthcare, Inc.
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|
|
Mind Solutions, S.A.
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|
Brazil
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|
Polar II Fundo de Investimento em Participações
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|
Mohave Valley Hospital, Inc.
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AZ
|
|
Southwest Medical Associates, Inc.
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Monarch Management Services, Inc.
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DE
|
|
Collaborative Care Holdings, LLC
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|
|
NAMM Holdings, Inc.
|
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DE
|
|
Aveta Inc.
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|
NAMM West, Inc.
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AZ
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|
North American Medical Management California, Inc.
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National Pacific Dental, Inc.
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TX
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|
PacificDental Benefits, Inc.
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Neighborhood Health Partnership, Inc.
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FL
|
|
UnitedHealthcare, Inc.
|
|
Neighborhood Health
Neighborhood Health Partnership
NHP
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Netwerkes, LLC
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TN
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Payment Resolution Services, LLC
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Nevada Medical Services LLC
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NV
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Collaborative Care Services, Inc.
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Nevada Pacific Dental
|
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NV
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Dental Benefit Providers, Inc.
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|
North American Medical Management - Illinois, Inc.
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IL
|
|
NAMM Holdings, Inc.
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North American Medical Management California, Inc.
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TN
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|
NAMM Holdings, Inc.
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|
Northern Nevada Health Network, Inc.
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NV
|
|
Sierra Health Services, Inc.
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OneNet PPO, LLC
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MD
|
|
UnitedHealthcare Insurance Company
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|
|
Optimum Choice, Inc.
|
|
MD
|
|
United HealthCare Services, Inc.
|
|
OCI
OCI HEALTH PLAN
OCI PREFERRED
OPTIMUM CHOICE
OPTIMUM CHOICE HEALTH PLAN
OPTIMUM CHOICE PREFERRED
Optimum Choice Advantage
|
Optum (Argentina) SRL
|
|
Argentina
|
|
Ingenix Innovus (Netherlands) B.V.
|
|
|
Optum (France) SAS
|
|
France
|
|
Ingenix Innovus (Netherlands) B.V.
|
|
|
Optum (Spain) S.A.U.
|
|
Spain
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|
Ingenix Innovus (Netherlands) B.V.
|
|
|
Optum Clinical Services, Inc.
|
|
DE
|
|
Collaborative Care Holdings, LLC
|
|
|
Optum Government Services, Inc.
|
|
DE
|
|
OptumInsight, Inc.
|
|
Integris
Integris, Inc.
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Optum Labs, Inc.
|
|
DE
|
|
Optum, Inc.
|
|
|
Optum Public Sector Solutions, Inc.
|
|
DE
|
|
OptumInsight, Inc.
|
|
Ingenix Public Sector Solutions
Ingenix Public Sector Solutions, Inc.
|
Optum Services, Inc.
|
|
DE
|
|
Optum, Inc.
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|
Optum, Inc.
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|
DE
|
|
United HealthCare Services, Inc.
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|
Optum Bank, Inc.
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|
UT
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|
OptumHealth Financial Services, Inc.
|
|
Exante Bank
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OptumHealth Care Solutions, Inc.
|
|
MN
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|
OptumHealth Holdings, LLC
|
|
OptumHealth Care Solutions
|
OptumHealth Financial Services, Inc.
|
|
DE
|
|
OptumHealth Holdings, LLC
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|
|
OptumHealth Holdings, LLC
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|
DE
|
|
Optum, Inc.
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|
|
OptumHealth International B.V.
|
|
Netherlands
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|
Optum, Inc.
|
|
|
OptumInsight (Canada) Inc.
|
|
Canada
|
|
OptumInsight, Inc.
|
|
CanReg
Innovus
Optum (TM)
OptumAperçu
OptumInsight
OptumInsight (Canada) Inc.
Société CanReg
Société OptumInsight (Canada)
|
OptumInsight (Deutschland) GmbH
|
|
Germany
|
|
Ingenix Innovus (Netherlands) B.V.
|
|
|
OptumInsight (Singapore) Pte. Ltd.
|
|
Singapore
|
|
OptumInsight, Inc.
|
|
|
OptumInsight (Sweden) AB
|
|
Sweden
|
|
Ingenix Innovus (Netherlands) B.V.
|
|
|
OptumInsight Holdings, LLC
|
|
DE
|
|
Optum, Inc.
|
|
|
OptumInsight Italy S.r.l.
|
|
Italy
|
|
Ingenix Innovus (Netherlands) B.V.
|
|
|
OptumInsight Korea LLC
|
|
Republic of Korea
|
|
Optum, Inc.
|
|
|
OptumInsight Life Sciences, Inc.
|
|
DE
|
|
OptumInsight, Inc.
|
|
CanReg
Innovus
QualityMetric
QualityMetric Incorporated
|
OptumInsight Poland sp. z.o.o.
|
|
Poland
|
|
Ingenix Innovus (Netherlands) B.V.
|
|
|
OptumInsight, Inc.
|
|
DE
|
|
OptumInsight Holdings, LLC
|
|
Ingenix
Ingenix, Inc.
|
OptumRx Holdings, LLC
|
|
DE
|
|
Optum, Inc.
|
|
|
OptumRx NY IPA, Inc.
|
|
NY
|
|
OptumRx, Inc.
|
|
|
OptumRx, Inc.
|
|
CA
|
|
OptumRx Holdings, LLC
|
|
Prescription Solutions
PRESCRIPTION SOLUTIONS
FirstLine Medical
|
Orion Participações e Administração Ltda.
|
|
Brazil
|
|
Amil Assistenência Médica Internacional S.A.
|
|
|
Ovations, Inc.
|
|
DE
|
|
United HealthCare Services, Inc.
|
|
|
Oxford Benefit Management, Inc.
|
|
CT
|
|
Oxford Heath Plans LLC
|
|
|
Oxford Health Insurance, Inc.
|
|
NY
|
|
Oxford Health Plans (NY), Inc.
|
|
|
Oxford Health Plans (CT), Inc.
|
|
CT
|
|
Oxford Heath Plans LLC
|
|
|
Oxford Health Plans (NJ), Inc.
|
|
NJ
|
|
Oxford Heath Plans LLC
|
|
|
Oxford Health Plans (NY), Inc.
|
|
NY
|
|
Oxford Heath Plans LLC
|
|
|
Oxford Heath Plans LLC
|
|
DE
|
|
UnitedHealth Group Incorporated
|
|
Oxford Agency - Oxford Health Plans, Inc.
|
PacifiCare Life and Health Insurance Company
|
|
IN
|
|
United HealthCare Services, Inc.
|
|
UnitedHealthOne
|
PacifiCare Life Assurance Company
|
|
CO
|
|
United HealthCare Services, Inc.
|
|
UnitedHealthOne
|
PacifiCare of Arizona, Inc.
|
|
AZ
|
|
United HealthCare Services, Inc.
|
|
PacifiCare
Secure Horizons
|
PacifiCare of Colorado, Inc.
|
|
CO
|
|
United HealthCare Services, Inc.
|
|
Comprecare, Inc.
Secure Horizons
|
PacifiCare of Nevada, Inc.
|
|
NV
|
|
United HealthCare Services, Inc.
|
|
PacifiCare
Secure Horizons
|
Paularino Third Party Administrators, Inc.
|
|
Canada
|
|
For Health, Inc.
|
|
|
Payment Resolution Services, LLC
|
|
TN
|
|
OptumInsight, Inc.
|
|
Healthcare Data SolutionsAIM Healthcare Services
AIM Healthcare Services, LLC
AIM Services
Healthcare Data Solutions
Overpayment Recovery Services
|
Personal Performance Consultants India Private Limited
|
|
India
|
|
OptumHealth International B.V.
|
|
|
Personal Performance Consultants UK Limited
|
|
UK
|
|
PPC International, L.L.C.
|
|
|
PHC Holdings of Florida, Inc.
|
|
TX
|
|
PHC Subsidiary Holdings, LLC
|
|
|
PHC Subsidiary Holdings, LLC
|
|
TX
|
|
United HealthCare Services, Inc.
|
|
|
Physician Care Partners, Inc.
|
|
IL
|
|
North American Medical Management - Illinois, Inc.
|
|
|
Physicians Health Choice of Arkansas, Inc.
|
|
AR
|
|
PHC Subsidiary Holdings, LLC
|
|
|
Physicians Health Choice of New Mexico, Inc.
|
|
NM
|
|
PHC Subsidiary Holdings, LLC
|
|
|
Physicians Health Choice of Texas, LLC
|
|
TX
|
|
PHC Subsidiary Holdings, LLC
|
|
Physicians Health Choice
|
Physicians Heath Plan of Maryland, Inc.
|
|
MD
|
|
United HealthCare Services, Inc.
|
|
|
Picis, Inc.
|
|
DE
|
|
OptumInsight, Inc.
|
|
Lynx Medical Systems
|
Picis, Ltd.
|
|
UK
|
|
Picis, Inc.
|
|
|
Polar II Fundo de Investimento em Participações
|
|
Brazil
|
|
UnitedHealthcare International IV S.á.r.l.
|
|
|
Positive People Company
|
|
PRC
|
|
PPC International, L.L.C.
|
|
|
PPC International II, LLC
|
|
MO
|
|
United Behavioral Health
|
|
|
PPC International, L.L.C.
|
|
MO
|
|
Optum, Inc.
|
|
PPC Worldwide
|
PPC Worldwide Canada EAP Services Ltd.
|
|
Canada
|
|
PPC International, L.L.C.
|
|
Interlock Employee and Family Assistance
|
PPC Worldwide Pte. Ltd.
|
|
Singapore
|
|
International Psychological Services Pty, Limited
|
|
|
PPC Worldwide Pty Ltd
|
|
Australia
|
|
Personal Performance Consultants UK Limited
|
|
|
ppoONE, Inc.
|
|
DE
|
|
United HealthCare Services, Inc.
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|
|
Preferred Care Partners Holding, Corp.
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FL
|
|
United HealthCare Services, Inc.
|
|
|
Preferred Care Partners Medical Group, Inc.
|
|
FL
|
|
Preferred Care Partners Holding Corp.
|
|
Preferred Care Partners Medical Group of Westchester
Preferred Care Partners Medical Group of Hialeah
Preferred Care Partners Medical Group of West Hialeah
Preferred Care Partners Medical Group of Red Road
Preferred Care Partners Medical Group of Little Havana
Preferred Care Partners Medical Group of North Shore
|
Preferred Care Partners, Inc.
|
|
FL
|
|
Preferred Care Partners Holding Corp.
|
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CareFlorida
Preferred Care Partners Holding Corp.
|
Premier Choice ACO, Inc.
|
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CA
|
|
PrimeCare Medical Network, Inc.
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|
Prime Community Care of Central Valley, Inc.
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CA
|
|
PrimeCare Medical Network, Inc.
|
|
|
Prime Health, Inc.
|
|
NV
|
|
Sierra Health Services, Inc.
|
|
Med One Works
|
PrimeCare Medical Network, Inc.
|
|
CA
|
|
NAMM Holdings, Inc.
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|
PrimeCare of Banning-Beaumont, Inc.
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|
CA
|
|
PrimeCare Medical Network, Inc.
|
|
|
PrimeCare of Citrus Valley, Inc.
|
|
CA
|
|
PrimeCare Medical Network, Inc. - 80%
Citrus Valley Medical Associates, Inc. - 20%
|
|
|
PrimeCare of Corona, Inc.
|
|
CA
|
|
PrimeCare Medical Network, Inc.
|
|
|
PrimeCare of Hemet Valley, Inc.
|
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CA
|
|
PrimeCare Medical Network, Inc.
|
|
|
PrimeCare of Inland Valley, Inc.
|
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CA
|
|
PrimeCare Medical Network, Inc.
|
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|
PrimeCare of Moreno Valley, Inc.
|
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CA
|
|
PrimeCare Medical Network, Inc.
|
|
|
PrimeCare of Pomona Valley, Inc.
|
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CA
|
|
PrimeCare Medical Network, Inc.
|
|
|
PrimeCare of Redlands, Inc.
|
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CA
|
|
PrimeCare Medical Network, Inc.
|
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PrimeCare of Riverside, Inc.
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CA
|
|
PrimeCare Medical Network, Inc.
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PrimeCare of San Bernardino, Inc.
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CA
|
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PrimeCare Medical Network, Inc.
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PrimeCare of Sun City, Inc.
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CA
|
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PrimeCare Medical Network, Inc.
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PrimeCare of Temecula, Inc.
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CA
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PrimeCare Medical Network, Inc.
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ProcessWorks, Inc.
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WI
|
|
UnitedHealthcare, Inc.
|
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Promarket Propaganda e Marketing Ltda.
|
|
Brazil
|
|
Amil Assistenência Médica Internacional S.A.
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|
|
QSSI Technologies India Private Limited
|
|
India
|
|
Quality Software Services, Inc.
|
|
QSSI
|
Quality Software Services, Inc.
|
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MD
|
|
OptumInsight, Inc.
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|
R&H Family Fitness Unlimited LLC
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TX
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WellMed Medical Management, Inc.
|
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Family Fitness Limited
Elvira Cisneros Community Center by WellMed
|
Savvysherpa Asia, Inc.
|
|
Philippines
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|
UnitedHealth Group International B.V
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|
|
Savvysherpa Asia, LLC
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MN
|
|
United HealthCare Services, Inc.
|
|
|
ScriptSwitch Holdings Limited
|
|
UK
|
|
Ingenix UK Holdings Limited
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|
|
ScriptSwitch Limited
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|
UK
|
|
ScriptSwitch Holdings Limited
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|
Senior Care Partners, Inc.
|
|
IL
|
|
North American Medical Management - Illinois, Inc.
|
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|
Sierra Health and Life Insurance Company, Inc.
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CA
|
|
Sierra Health Services, Inc.
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|
|
Sierra Health Services, Inc.
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|
NV
|
|
UnitedHealthcare, Inc.
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|
|
Sierra Health-Care Options, Inc.
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NV
|
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Sierra Health Services, Inc.
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Sierra Home Medical Products, Inc.
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NV
|
|
Sierra Health Services, Inc.
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THC of Nevada
THC of Nevada Pharmacy
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Sierra Nevada Administrators, Inc.
|
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NV
|
|
Sierra Health Services, Inc.
|
|
|
Southwest Medical Associates, Inc.
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NV
|
|
Sierra Health Services, Inc.
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Southwest Hospitalist Services Group
SMA Lifestyle Center
|
Southwest Michigan Health Network Inc.
|
|
MI
|
|
UnitedHealthcare, Inc.
|
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|
Specialty Benefits, LLC
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|
DE
|
|
United HealthCare Services, Inc.
|
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|
Spectera of New York, IPA, Inc.
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NY
|
|
Spectera, Inc.
|
|
|
Spectera, Inc.
|
|
MD
|
|
Specialty Benefits, LLC
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CARE Programs, a division of Spectera, Inc.
Health Benefit Services, Inc.
Spectera
United Optical
|
The Lewin Group, Inc.
|
|
NC
|
|
Optum Public Sector Solutions, Inc.
|
|
Lewin
|
Three Rivers Holdings, Inc.
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|
DE
|
|
AmeriChoice Corporation
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|
|
Travel Express Incorporated
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|
MD
|
|
FrontierMEDEX, Inc.
|
|
|
U.S. Behavioral Health Plan, California
|
|
CA
|
|
United Behavioral Health
|
|
OptumHealth Behavioral Solutions of California
|
UHC International Services, Inc.
|
|
DE
|
|
UnitedHealth Group Incorporated
|
|
|
UHC of California
|
|
CA
|
|
United HealthCare Services, Inc.
|
|
PacifiCare
PacifiCare of California
Secure Horizons
UnitedHealthcare of California
|
UHIC Holdings, Inc.
|
|
DE
|
|
United HealthCare Services, Inc.
|
|
|
Ultima Rx, LLC
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FL
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|
United HealthCare Services, Inc.
|
|
|
UMR Care Management, LLLP
|
|
DE
|
|
United HealthCare Services, Inc.
|
|
UMR Care Management, LLP
UMR Care Management, LLLP, LTD.
ValueCHECK
VALUECHECK
|
UMR, Inc.
|
|
DE
|
|
United HealthCare Services, Inc.
|
|
Fiserv Health - Wausau Benefits
UMR
UMR, Inc.
|
Unimerica Insurance Company
|
|
WI
|
|
OptumHealth Holdings, LLC
|
|
Unimerica Life Insurance Company
|
Unimerica Life Insurance Company of New York
|
|
NY
|
|
UnitedHealthcare Insurance Company
|
|
|
Unison Administrative Services, LLC
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|
PA
|
|
Three Rivers Holdings, Inc.
|
|
|
Unison Health Plan of Delaware, Inc.
|
|
DE
|
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Three Rivers Holdings, Inc.
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|
UnitedHealthcare Community Plan
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Unison Health Plan of the Capital Area, Inc.
|
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DC
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|
Three Rivers Holdings, Inc.
|
|
UnitedHealthcare Community Plan
|
United Behavioral Health
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|
CA
|
|
OptumHealth Holdings, LLC
|
|
OPTUMHEALTH BEHAVIORAL SOLUTIONS
Plan 21, INCORPORATED
United Behavioral Health (Inc.)
United Behavioral Health, Inc.
|
United Behavioral Health of New York, I.P.A., Inc.
|
|
NY
|
|
United Behavioral Health
|
|
|
United Health Foundation
|
|
MN
|
|
UnitedHealth Group Incorporated
|
|
United Health Hospice Foundation
|
United HealthCare Services, Inc.
|
|
MN
|
|
UnitedHealth Group Incorporated
|
|
AmeriChoice
Center for Health Care Policy and Evaluation
Charter HealthCare, Inc.
Employee Performance Design
Evercare
Healthmarc
HealthPro
Health Professionals Review
Optum
UHC Management
UHC Management Company
UHC Management Company, Inc.
Unimerica Workplace Benefits
United HealthCare Corporation
United HealthCare Management Company, Inc.
United HealthCare Management Services
United HealthCare Services of Minnesota
United HealthCare Services of Minnesota, Inc.
United Resource Networks
United Resource Networks, Inc.
UnitedHealth Products
|
United Resource Networks IPA of New York, Inc.
|
|
NY
|
|
OptumHealth Care Solutions, Inc.
|
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|
UnitedHealth Advisors, LLC
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ME
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United HealthCare Services, Inc.
|
|
UnitedHealthcare
|
UnitedHealth Group Global Healthcare Services Limited
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Ireland
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United HealthCare Services, Inc.
|
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|
UnitedHealth Group Global Services, Inc.
|
|
Philippines
|
|
UnitedHeatlh Group International, B.V.
|
|
|
UnitedHealth Group Incorporated
|
|
MN
|
|
N/A
|
|
UnitedHealth Group
|
UnitedHealth Group Information Services Private Limited
|
|
India
|
|
UnitedHealth Group International B.V.
|
|
|
UnitedHealth Group International B.V.
|
|
Netherlands
|
|
UnitedHealth Group Incorporated
|
|
|
UnitedHealth Group International GP
|
|
Caymans
|
|
UnitedHealth Group Incorporated
|
|
|
UnitedHealth Group International LP
|
|
Caymans
|
|
UnitedHealth Group International GP - General Partner
UnitedHealth Group Incorporated - Limited Partner
|
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|
UnitedHealth Group Ventures, LLC
|
|
DE
|
|
UnitedHealth Group Incorporated
|
|
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UnitedHealth International, Inc.
|
|
DE
|
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UnitedHealth Group Incorporated
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|
UnitedHealth Military & Veterans Services, LLC
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DE
|
|
United HealthCare Services, Inc.
|
|
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UnitedHealth UK Limited
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UK
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Ingenix UK Holdings Limited
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UnitedHealthcare Benefits of Texas, Inc.
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TX
|
|
United HealthCare Services, Inc.
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|
PacifiCare
Secure Horizons
|
UnitedHealthcare Community Plan of Ohio, Inc.
|
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OH
|
|
Three Rivers Holdings, Inc.
|
|
Unison
Unison Kids
Unison ABD Plus
Unison Health Plan
Unison Advantage
|
UnitedHealthcare Community Plan of Texas, L.L.C.
|
|
TX
|
|
Ovations, Inc.
|
|
United Healthcare - Texas UnitedHealthcare Community Plan
|
UnitedHealthcare Community Plan, Inc.
|
|
MI
|
|
AmeriChoice Corporation
|
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|
UnitedHealthcare India Private Limited
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|
India
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|
UnitedHealthcare International II, Inc.
|
|
|
UnitedHealthcare Insurance Company
|
|
CT
|
|
UHIC Holdings, Inc.
|
|
UnitedHealthOne
|
UnitedHealthcare Insurance Company of Illinois
|
|
IL
|
|
UnitedHealthcare Insurance Company
|
|
|
UnitedHealthcare Insurance Company of New York
|
|
NY
|
|
UnitedHealthcare Insurance Company
|
|
|
UnitedHealthcare Insurance Company of the River Valley
|
|
IL
|
|
UnitedHealthcare Services Company of the River Valley, Inc.
|
|
|
UnitedHealthcare International Asia, LLC
|
|
DE
|
|
UnitedHealth Group Incorporated
|
|
|
UnitedHealthcare International I S.á.r.l.
|
|
Luxembourg
|
|
UnitedHealth Group International LP
|
|
|
UnitedHealthcare International I, B.V.
|
|
Netherlands
|
|
UnitedHealth Group International LP
|
|
|
UnitedHealthcare International II S.á.r.l.
|
|
Luxembourg
|
|
UnitedHealthcare International I S.á.r.l.
|
|
|
UnitedHealthcare International II, B.V.
|
|
Netherlands
|
|
UnitedHealthcare International I, B.V.
|
|
|
UnitedHealthcare International III S.á.r.l.
|
|
Luxembourg
|
|
UnitedHealthcare International II S.á.r.l.
|
|
|
UnitedHealthcare International IV S.á.r.l.
|
|
Luxembourg
|
|
UnitedHealthcare International II S.á.r.l.
|
|
|
UnitedHealthcare International LATAM Corporation
|
|
DE
|
|
UnitedHealth Group Incorporated
|
|
|
UnitedHealthcare of Alabama, Inc.
|
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AL
|
|
UnitedHealthcare, Inc.
|
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|
UnitedHealthcare of Arizona, Inc.
|
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AZ
|
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UnitedHealthcare, Inc.
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UnitedHealthcare of Arkansas, Inc.
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AR
|
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UnitedHealthcare, Inc.
|
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Complete Health
|
UnitedHealthcare of Colorado, Inc.
|
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CO
|
|
UnitedHealthcare, Inc.
|
|
MetraHealth Care Plan
|
UnitedHealthcare of Florida, Inc.
|
|
FL
|
|
UnitedHealthcare, Inc.
|
|
AMERICHOICE
EVERCARE AT HOME
OPTUMHEALTH
OVATIONS
|
UnitedHealthcare of Georgia, Inc.
|
|
GA
|
|
UnitedHealthcare, Inc.
|
|
United HealthCare of Georgia
|
UnitedHealthcare of Illinois, Inc.
|
|
IL
|
|
UnitedHealthcare, Inc.
|
|
|
UnitedHealthcare of Kentucky, Ltd.
|
|
KY
|
|
United HealthCare Services, Inc.
|
|
United Healthcare of Kentucky, L.P.
|
UnitedHealthcare of Louisiana, Inc.
|
|
LA
|
|
UnitedHealthcare, Inc.
|
|
UnitedHeatlhcare Community Plan
|
UnitedHealthcare of Mississippi, Inc.
|
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MS
|
|
UnitedHealthcare, Inc.
|
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|
UnitedHealthcare of New England, Inc.
|
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RI
|
|
United HealthCare Services, Inc.
|
|
|
UnitedHealthcare of New Mexico, Inc.
|
|
NM
|
|
UnitedHealthcare Insurance Company
|
|
|
UnitedHealthcare of New York, Inc.
|
|
NY
|
|
AmeriChoice Corporation
|
|
AmeriChoice
|
UnitedHealthcare of North Carolina, Inc.
|
|
NC
|
|
UnitedHealthcare, Inc.
|
|
|
UnitedHealthcare of Ohio, Inc.
|
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OH
|
|
United HealthCare Services, Inc.
|
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UnitedHealthcare of Oklahoma, Inc.
|
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OK
|
|
United HealthCare Services, Inc.
|
|
PacifiCare
PacifiCare Health Options
PacifiCare of Oklahoma
Secure Horizons
|
UnitedHealthcare of Oregon, Inc.
|
|
OR
|
|
United HealthCare Services, Inc.
|
|
PacifiCare
Secure Horizons
|
UnitedHealthcare of Pennsylvania, Inc.
|
|
PA
|
|
Three Rivers Holdings, Inc.
|
|
Unison Health Plan & Unison Advantage
|
UnitedHealthcare of South Carolina, Inc.
|
|
SC
|
|
Three Rivers Holdings, Inc.
|
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|
UnitedHealthcare of Texas, Inc.
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TX
|
|
UnitedHealthcare, Inc.
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|
UnitedHealthcare of the Mid-Atlantic, Inc.
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|
MD
|
|
UnitedHealthcare, Inc.
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|
UnitedHealthcare of the Midlands, Inc.
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|
NE
|
|
UnitedHealthcare, Inc.
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|
|
UnitedHealthcare of the Midwest, Inc.
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MO
|
|
UnitedHealthcare, Inc.
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|
UnitedHealthcare of Utah, Inc.
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UT
|
|
UnitedHealthcare, Inc.
|
|
UnitedHealthcare of Idaho, Inc.
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UnitedHealthcare of Washington, Inc.
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|
WA
|
|
United HealthCare Services, Inc.
|
|
PacifiCare
Secure Horizons
|
UnitedHealthcare of Wisconsin, Inc.
|
|
WI
|
|
UnitedHealthcare, Inc.
|
|
UNITEDHEALTHCARE OF WISCONSIN-PERSONAL CARE PLUS
|
UnitedHealthcare Plan of the River Valley, Inc.
|
|
IL
|
|
UnitedHealthcare Services Company of the River Valley, Inc.
|
|
|
UnitedHealthcare Service LLC
|
|
DE
|
|
UnitedHealthcare Insurance Company
|
|
|
UnitedHealthcare Services Company of the River Valley, Inc.
|
|
DE
|
|
UnitedHealthcare, Inc.
|
|
|
UnitedHealthcare Specialty Benefits, LLC
|
|
ME
|
|
Specialty Benefits, LLC
|
|
Workup, LLC
|
UnitedHealthcare, Inc.
|
|
DE
|
|
United HealthCare Services, Inc.
|
|
|
UnitedHealthOne Agency, Inc.
|
|
IN
|
|
Golden Rule Financial Corporation
|
|
UnitedOne Insurance Agency
|
Valley Physicians Network, Inc.
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CA
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PrimeCare Medical Network, Inc.
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WellMed Medical Management of Florida, Inc.
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FL
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WellMed Medical Management, Inc.
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Princeton Medical Management Resources of Florida, Inc.
WellMed at Fort Pierce
WellMed at Port St. Lucie - East
WellMed at Port St. Lucie - Wes
WellMed at South Stuart
WellMed at North Stuart
WellMed at Vero Beach
WellMed at Sebastian
WellMed at St. Lucie Medical Center
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WellMed Medical Management, Inc.
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TX
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Collaborative Care Holdings, LLC
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HealthRight
DataRaps, Inc
Silver Life Fitness
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Wellness, Inc.
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IL
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OptumHealth Care Solutions, Inc.
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Illinois Wellness, Inc.
Wellness, Inc. (Illinois)
Wellness, Inc. of Illinois
Wellness, Inc., which will do business in California as Illinois Wellness, Inc.
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XLHealth Corporation
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MD
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United HealthCare Services, Inc.
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XLHealth Corporation India Private Limited
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India
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XLHealth Corporation
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Your Health Options Insurance Services, Inc.
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CA
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PrimeCare Medical Network, Inc.
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Your Partners in Health Services, Inc.
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IL
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North American Medical Management - Illinois, Inc.
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/s/ William C. Ballard, Jr.
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/s/ Rodger A. Lawson
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William C. Ballard, Jr.
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Rodger A. Lawson
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Director
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Director
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Dated: February 6, 2013
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Dated: February 6, 2013
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/s/ Edson Bueno, M.D.
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/s/ Douglas W. Leatherdale
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Edson Bueno, M.D.
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Douglas W. Leatherdale
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Director
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Director
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Dated: February 6, 2013
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Dated: February 6, 2013
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/s/ Richard T. Burke
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/s/ Glenn M. Renwick
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Richard T. Burke
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Glenn M. Renwick
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Director
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Director
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Dated: February 6, 2013
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Dated: February 6, 2013
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/s/ Robert J. Darretta
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/s/ Kenneth I. Shine, M.D.
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Robert J. Darretta
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Kenneth I. Shine, M.D.
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Director
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Director
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Dated: February 6, 2013
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Dated: February 6, 2013
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/s/ Michele J. Hooper
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/s/ Gail R. Wilensky, Ph.D.
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Michele J. Hooper
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Gail R. Wilensky, Ph.D.
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Director
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Director
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Dated: February 6, 2013
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Dated: February 6, 2013
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1.
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I have reviewed this report on Form 10-K of UnitedHealth Group Incorporated (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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February 6, 2013
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/s/ STEPHEN J. HEMSLEY
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Stephen J. Hemsley
President and Chief Executive Officer
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1.
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I have reviewed this report on Form 10-K of UnitedHealth Group Incorporated (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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February 6, 2013
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/s/ DAVID S. WICHMANN
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David S. Wichmann
Executive Vice President and
Chief Financial Officer of UnitedHealth Group and
President of UnitedHealth Group Operations
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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February 6, 2013
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/s/ STEPHEN J. HEMSLEY
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Stephen J. Hemsley
President and Chief Executive Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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February 6, 2013
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/s/ DAVID S. WICHMANN
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David S. Wichmann
Executive Vice President and
Chief Financial Officer of UnitedHealth Group and
President of UnitedHealth Group Operations
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