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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
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For the fiscal year ended December 31, 2013
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or
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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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For the transition period from _____ to _____
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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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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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strong local market relationships;
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•
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the breadth of product offerings, which are responsive to many distinct market segments in health care;
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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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innovation for customers.
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•
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wellness programs;
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•
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decision support;
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•
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utilization management;
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•
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case and disease management;
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•
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complex condition management;
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•
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on-site programs, including Know Your Numbers (biometrics) and flu shots;
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•
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incentives to reinforce positive behavior change;
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•
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mental health/substance use disorder management; and
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•
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employee assistance programs.
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•
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Temporary Assistance to Needy Families, primarily young women and children – 19 markets;
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•
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CHIP – 19 markets;
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•
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Dual SNP – 18 markets;
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•
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Aged, Blind and Disabled (ABD) – 14 markets;
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•
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Long-Term Care (LTC) – 10 markets;
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•
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childless adults & programs for the uninsured – 7 markets;
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•
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other programs (e.g., developmentally disabled, rehabilitative services) – 5 markets; and
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•
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administrative service offering – 1 market.
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•
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network access and care coordination in the United States 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 nearly 57 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 address 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 more commonly accessed services (e.g., behavioral health and chiropractic) to less common procedures (e.g. transplant, infertility, bariatric surgery and kidney disease/end stage renal disease).
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•
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Integrated Care Delivery. Integrated Care Delivery serves patients through a collaborative network aligned around total population health management and outcomes-based reimbursement. Within its local care delivery systems, OptumHealth works directly with medical groups and Independent Practice Associations to deploy a core set of technology, risk management, analytical and clinical capabilities and tools to assist physicians in delivering high-quality care across the populations they serve. Integrated Care Delivery’s complex population management services focus on improving care for patients with very challenging medical conditions by providing the optimal care in the most desirable setting. Integrated Care Delivery’s LHI business designs and implements mobile care delivery solutions, providing occupational health, medical and dental readiness services, treatments and immunization programs for the U.S. military and U.S. Department of Health and Human Services (HHS), as well as for many commercial companies.
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•
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Health Management Solutions: OptumHealth serves over 37 million people through population health management services including care management, complex conditions (e.g., cancer, neonatal and maternity) health and wellness, and advocacy decision support solutions. This set of services helps consumers navigate the health care system and make decisions about their care and treatment, resulting in better clinical outcomes and lower medical costs.
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•
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Distribution:
This business provides capabilities to help payers, aggregators and employers meet the needs of the consumers they serve. The consumer engagement and sales distribution platform is backed by a spectrum of health and wellness services. The consumer engagement platform is a technology-enabled engagement model that is helping health care companies, including health plans, grow and manage their consumer relationships. OptumHealth provides call center support, multi-modal communications software, data analysis and trained nurses that help clients acquire, retain and service large populations of health care consumers.
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•
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Financial Services: This business is dedicated solely to providing financial solutions for the health care market, serving the needs of individuals, employers, health care professionals and payers. OptumHealth is a leading provider of consumer health care accounts including health savings, health reimbursement, health incentive, retiree reimbursement and flexible spending accounts, that help people plan and save for current and future health care expenses. Payers, health care professionals and employers rely upon OptumHealth’s electronic payment solutions to manage compliance and improve the administrative efficiency of electronic claim payments. OptumHealth also offers health care related lending and credit to health care providers to support the modernization of their practices, and financial risk protection for third-party payers and self-funded employers. As of
December 31, 2013
, Financial Services and its wholly owned subsidiary, Optum Bank, had $2.3 billion in customer assets under management and during 2013 processed $78 billion in medical payments to physicians and other health care providers.
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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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61
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President and Chief Executive Officer
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David S. Wichmann
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51
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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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53
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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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57
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Senior Vice President and Chief Accounting Officer
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Larry C. Renfro
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60
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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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62
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Executive Vice President and Chief Legal Officer
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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
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$
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58.26
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$
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51.36
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$
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0.2125
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Second quarter
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$
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66.19
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$
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57.01
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$
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0.2800
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Third quarter
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$
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75.88
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$
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64.65
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$
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0.2800
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Fourth quarter
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$
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75.54
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$
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66.72
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$
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0.2800
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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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For the Month Ended
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Total Number
of Shares
Purchased
|
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Average Price
Paid per Share
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Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
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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, 2013
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1
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$
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68
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1
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94
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November 30, 2013
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—
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—
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—
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94
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December 31, 2013
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11
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|
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71
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|
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11
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|
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83
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Total
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12
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$
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71
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12
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(a)
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In November 1997, our Board of Directors adopted a share repurchase program, which the Board evaluates periodically. In June 2013, 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 structured repurchase programs). There is no established expiration date for the program.
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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
|
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12/13
|
||||||||||||
UnitedHealth Group
|
$
|
100.00
|
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$
|
114.75
|
|
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$
|
137.58
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$
|
195.62
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|
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$
|
212.42
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|
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$
|
299.58
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S&P 500 Index
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100.00
|
|
|
126.46
|
|
|
145.51
|
|
|
148.59
|
|
|
172.37
|
|
|
228.19
|
|
||||||
Fortune 50 Group
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100.00
|
|
|
111.82
|
|
|
132.11
|
|
|
132.08
|
|
|
156.49
|
|
|
200.00
|
|
|
12/08
|
|
12/09
|
|
12/10
|
|
12/11
|
|
12/12
|
|
12/13
|
||||||||||||
UnitedHealth Group
|
$
|
100.00
|
|
|
$
|
114.75
|
|
|
$
|
137.58
|
|
|
$
|
195.62
|
|
|
$
|
212.42
|
|
|
$
|
299.58
|
|
S&P 500 Index
|
100.00
|
|
|
126.46
|
|
|
145.51
|
|
|
148.59
|
|
|
172.37
|
|
|
228.19
|
|
||||||
Peer Group
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100.00
|
|
|
134.91
|
|
|
137.44
|
|
|
178.55
|
|
|
180.35
|
|
|
280.25
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
For the Year Ended December 31,
|
||||||||||||||||||
(in millions, except percentages and per share data)
|
|
2013
|
|
2012
(a)
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Consolidated operating results
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
122,489
|
|
|
$
|
110,618
|
|
|
$
|
101,862
|
|
|
$
|
94,155
|
|
|
$
|
87,138
|
|
Earnings from operations
|
|
9,623
|
|
|
9,254
|
|
|
8,464
|
|
|
7,864
|
|
|
6,359
|
|
|||||
Net earnings attributable to UnitedHealth Group common shareholders
|
|
5,625
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|
|
5,526
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|
|
5,142
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|
|
4,634
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|
|
3,822
|
|
|||||
Return on equity (b)
|
|
17.7
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%
|
|
18.7
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%
|
|
18.9
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%
|
|
18.7
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%
|
|
17.3
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%
|
|||||
Basic earnings per share attributable to UnitedHealth Group common shareholders
|
|
$
|
5.59
|
|
|
$
|
5.38
|
|
|
$
|
4.81
|
|
|
$
|
4.14
|
|
|
$
|
3.27
|
|
Diluted earnings per share attributable to UnitedHealth Group common shareholders
|
|
5.50
|
|
|
5.28
|
|
|
4.73
|
|
|
4.10
|
|
|
3.24
|
|
|||||
Cash dividends declared per common share
|
|
1.0525
|
|
|
0.8000
|
|
|
0.6125
|
|
|
0.4050
|
|
|
0.0300
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated cash flows from (used for)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
|
$
|
6,991
|
|
|
$
|
7,155
|
|
|
$
|
6,968
|
|
|
$
|
6,273
|
|
|
$
|
5,625
|
|
Investing activities
|
|
(3,089
|
)
|
|
(8,649
|
)
|
|
(4,172
|
)
|
|
(5,339
|
)
|
|
(976
|
)
|
|||||
Financing activities
|
|
(4,946
|
)
|
|
471
|
|
|
(2,490
|
)
|
|
(1,611
|
)
|
|
(2,275
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated financial condition
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(as of December 31)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and investments
|
|
$
|
28,818
|
|
|
$
|
29,148
|
|
|
$
|
28,172
|
|
|
$
|
25,902
|
|
|
$
|
24,350
|
|
Total assets
|
|
81,882
|
|
|
80,885
|
|
|
67,889
|
|
|
63,063
|
|
|
59,045
|
|
|||||
Total commercial paper and long-term debt
|
|
16,860
|
|
|
16,754
|
|
|
11,638
|
|
|
11,142
|
|
|
11,173
|
|
|||||
Redeemable noncontrolling interests
|
|
1,175
|
|
|
2,121
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Shareholders’ equity
|
|
32,149
|
|
|
31,178
|
|
|
28,292
|
|
|
25,825
|
|
|
23,606
|
|
|||||
Debt to debt-plus-equity ratio
|
|
34.4
|
%
|
|
35.0
|
%
|
|
29.1
|
%
|
|
30.1
|
%
|
|
32.1
|
%
|
(a)
|
Includes the effects of the October 2012 Amil acquisition and related debt and equity issuances.
|
(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.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
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 and per share data)
|
|
2013
|
|
2012
|
|
2011
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Premiums
|
|
$
|
109,557
|
|
|
$
|
99,728
|
|
|
$
|
91,983
|
|
|
$
|
9,829
|
|
|
10
|
%
|
|
$
|
7,745
|
|
|
8
|
%
|
Services
|
|
8,997
|
|
|
7,437
|
|
|
6,613
|
|
|
1,560
|
|
|
21
|
|
|
824
|
|
|
12
|
|
|||||
Products
|
|
3,190
|
|
|
2,773
|
|
|
2,612
|
|
|
417
|
|
|
15
|
|
|
161
|
|
|
6
|
|
|||||
Investment and other income
|
|
745
|
|
|
680
|
|
|
654
|
|
|
65
|
|
|
10
|
|
|
26
|
|
|
4
|
|
|||||
Total revenues
|
|
122,489
|
|
|
110,618
|
|
|
101,862
|
|
|
11,871
|
|
|
11
|
|
|
8,756
|
|
|
9
|
|
|||||
Operating costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Medical costs
|
|
89,290
|
|
|
80,226
|
|
|
74,332
|
|
|
9,064
|
|
|
11
|
|
|
5,894
|
|
|
8
|
|
|||||
Operating costs
|
|
19,362
|
|
|
17,306
|
|
|
15,557
|
|
|
2,056
|
|
|
12
|
|
|
1,749
|
|
|
11
|
|
|||||
Cost of products sold
|
|
2,839
|
|
|
2,523
|
|
|
2,385
|
|
|
316
|
|
|
13
|
|
|
138
|
|
|
6
|
|
|||||
Depreciation and amortization
|
|
1,375
|
|
|
1,309
|
|
|
1,124
|
|
|
66
|
|
|
5
|
|
|
185
|
|
|
16
|
|
|||||
Total operating costs
|
|
112,866
|
|
|
101,364
|
|
|
93,398
|
|
|
11,502
|
|
|
11
|
|
|
7,966
|
|
|
9
|
|
|||||
Earnings from operations
|
|
9,623
|
|
|
9,254
|
|
|
8,464
|
|
|
369
|
|
|
4
|
|
|
790
|
|
|
9
|
|
|||||
Interest expense
|
|
(708
|
)
|
|
(632
|
)
|
|
(505
|
)
|
|
76
|
|
|
12
|
|
|
127
|
|
|
25
|
|
|||||
Earnings before income taxes
|
|
8,915
|
|
|
8,622
|
|
|
7,959
|
|
|
293
|
|
|
3
|
|
|
663
|
|
|
8
|
|
|||||
Provision for income taxes
|
|
(3,242
|
)
|
|
(3,096
|
)
|
|
(2,817
|
)
|
|
146
|
|
|
5
|
|
|
279
|
|
|
10
|
|
|||||
Net earnings
|
|
5,673
|
|
|
5,526
|
|
|
5,142
|
|
|
147
|
|
|
3
|
|
|
384
|
|
|
7
|
|
|||||
Earnings attributable to noncontrolling interests
|
|
(48
|
)
|
|
—
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
—
|
|
|
nm
|
|
|||||
Net earnings attributable to UnitedHealth Group common shareholders
|
|
$
|
5,625
|
|
|
$
|
5,526
|
|
|
$
|
5,142
|
|
|
$
|
99
|
|
|
2
|
%
|
|
$
|
384
|
|
|
7
|
%
|
Diluted earnings per share attributable to UnitedHealth Group common shareholders
|
|
$
|
5.50
|
|
|
$
|
5.28
|
|
|
$
|
4.73
|
|
|
$
|
0.22
|
|
|
4
|
%
|
|
$
|
0.55
|
|
|
12
|
%
|
Medical care ratio (a)
|
|
81.5
|
%
|
|
80.4
|
%
|
|
80.8
|
%
|
|
1.1
|
%
|
|
|
|
(0.4
|
)%
|
|
|
|||||||
Operating cost ratio
|
|
15.8
|
|
|
15.6
|
|
|
15.3
|
|
|
0.2
|
|
|
|
|
0.3
|
|
|
|
|||||||
Operating margin
|
|
7.9
|
|
|
8.4
|
|
|
8.3
|
|
|
(0.5
|
)
|
|
|
|
0.1
|
|
|
|
|||||||
Tax rate
|
|
36.4
|
|
|
35.9
|
|
|
35.4
|
|
|
0.5
|
|
|
|
|
0.5
|
|
|
|
|||||||
Net margin
|
|
4.6
|
|
|
5.0
|
|
|
5.0
|
|
|
(0.4
|
)
|
|
|
|
—
|
|
|
|
|||||||
Return on equity (b)
|
|
17.7
|
%
|
|
18.7
|
%
|
|
18.9
|
%
|
|
(1.0
|
)%
|
|
|
|
(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 in the year presented.
|
•
|
Consolidated revenues increased by
11%
, UnitedHealthcare revenues increased by
10%
and Optum revenues grew by
26%
.
|
•
|
Earnings from operations increased by
4%
, including a decrease of
6%
at UnitedHealthcare and an increase of
61%
at Optum.
|
•
|
UnitedHealthcare medical enrollment grew organically by
4.5 million
people, including
2.9 million
military beneficiaries through the TRICARE contract. Medicare Part D stand-alone membership grew by
725,000
people.
|
•
|
OptumRx completed the insourcing of pharmacy services for 12 million new and migrating customers served by UnitedHealthcare.
|
•
|
The consolidated medical care ratio of
81.5%
increased 110 basis points.
|
•
|
As of December 31, 2013, there was $1.0 billion of cash available for general corporate use and 2013 cash flows from operations were
$7.0 billion
.
|
|
|
For the Years Ended December 31,
|
|
Increase/(Decrease)
|
|
Increase/(Decrease)
|
||||||||||||||||||||
(in millions, except percentages)
|
|
2013
|
|
2012
|
|
2011
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
UnitedHealthcare
|
|
$
|
113,829
|
|
|
$
|
103,419
|
|
|
$
|
95,336
|
|
|
$
|
10,410
|
|
|
10
|
%
|
|
$
|
8,083
|
|
|
8
|
%
|
OptumHealth
|
|
9,855
|
|
|
8,147
|
|
|
6,704
|
|
|
1,708
|
|
|
21
|
|
|
1,443
|
|
|
22
|
|
|||||
OptumInsight
|
|
3,174
|
|
|
2,882
|
|
|
2,671
|
|
|
292
|
|
|
10
|
|
|
211
|
|
|
8
|
|
|||||
OptumRx
|
|
24,006
|
|
|
18,359
|
|
|
19,278
|
|
|
5,647
|
|
|
31
|
|
|
(919
|
)
|
|
(5
|
)
|
|||||
Total Optum
|
|
37,035
|
|
|
29,388
|
|
|
28,653
|
|
|
7,647
|
|
|
26
|
|
|
735
|
|
|
3
|
|
|||||
Eliminations
|
|
(28,375
|
)
|
|
(22,189
|
)
|
|
(22,127
|
)
|
|
6,186
|
|
|
28
|
|
|
62
|
|
|
—
|
|
|||||
Consolidated revenues
|
|
$
|
122,489
|
|
|
$
|
110,618
|
|
|
$
|
101,862
|
|
|
$
|
11,871
|
|
|
11
|
%
|
|
$
|
8,756
|
|
|
9
|
%
|
Earnings from operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
UnitedHealthcare
|
|
$
|
7,309
|
|
|
$
|
7,815
|
|
|
$
|
7,203
|
|
|
$
|
(506
|
)
|
|
(6
|
)%
|
|
$
|
612
|
|
|
8
|
%
|
OptumHealth
|
|
976
|
|
|
561
|
|
|
423
|
|
|
415
|
|
|
74
|
|
|
138
|
|
|
33
|
|
|||||
OptumInsight
|
|
603
|
|
|
485
|
|
|
381
|
|
|
118
|
|
|
24
|
|
|
104
|
|
|
27
|
|
|||||
OptumRx
|
|
735
|
|
|
393
|
|
|
457
|
|
|
342
|
|
|
87
|
|
|
(64
|
)
|
|
(14
|
)
|
|||||
Total Optum
|
|
2,314
|
|
|
1,439
|
|
|
1,261
|
|
|
875
|
|
|
61
|
|
|
178
|
|
|
14
|
|
|||||
Consolidated earnings from operations
|
|
$
|
9,623
|
|
|
$
|
9,254
|
|
|
$
|
8,464
|
|
|
$
|
369
|
|
|
4
|
%
|
|
$
|
790
|
|
|
9
|
%
|
Operating margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
UnitedHealthcare
|
|
6.4
|
%
|
|
7.6
|
%
|
|
7.6
|
%
|
|
(1.2
|
)%
|
|
|
|
—
|
%
|
|
|
|||||||
OptumHealth
|
|
9.9
|
|
|
6.9
|
|
|
6.3
|
|
|
3.0
|
|
|
|
|
0.6
|
|
|
|
|||||||
OptumInsight
|
|
19.0
|
|
|
16.8
|
|
|
14.3
|
|
|
2.2
|
|
|
|
|
2.5
|
|
|
|
|||||||
OptumRx
|
|
3.1
|
|
|
2.1
|
|
|
2.4
|
|
|
1.0
|
|
|
|
|
(0.3
|
)
|
|
|
|||||||
Total Optum
|
|
6.2
|
|
|
4.9
|
|
|
4.4
|
|
|
1.3
|
|
|
|
|
0.5
|
|
|
|
|||||||
Consolidated operating margin
|
|
7.9
|
%
|
|
8.4
|
%
|
|
8.3
|
%
|
|
(0.5
|
)%
|
|
|
|
0.1
|
%
|
|
|
|
|
For the Years Ended December 31,
|
|
Increase/(Decrease)
|
|
Increase/(Decrease)
|
||||||||||||||||||||
(in millions, except percentages)
|
|
2013
|
|
2012
|
|
2011
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
||||||||||||||||
UnitedHealthcare Employer & Individual
|
|
$
|
44,951
|
|
|
$
|
46,596
|
|
|
$
|
45,404
|
|
|
$
|
(1,645
|
)
|
|
(4
|
)%
|
|
$
|
1,192
|
|
|
3
|
%
|
UnitedHealthcare Medicare & Retirement
|
|
44,225
|
|
|
39,257
|
|
|
34,933
|
|
|
4,968
|
|
|
13
|
|
|
4,324
|
|
|
12
|
|
|||||
UnitedHealthcare Community & State
|
|
18,268
|
|
|
16,422
|
|
|
14,954
|
|
|
1,846
|
|
|
11
|
|
|
1,468
|
|
|
10
|
|
|||||
UnitedHealthcare International
|
|
6,385
|
|
|
1,144
|
|
|
45
|
|
|
5,241
|
|
|
nm
|
|
|
1,099
|
|
|
nm
|
|
|||||
Total UnitedHealthcare revenue
|
|
$
|
113,829
|
|
|
$
|
103,419
|
|
|
$
|
95,336
|
|
|
$
|
10,410
|
|
|
10
|
%
|
|
$
|
8,083
|
|
|
8
|
%
|
|
|
December 31,
|
|
Increase/(Decrease)
|
|
Increase/(Decrease)
|
|||||||||||||||
(in thousands, except percentages)
|
|
2013
|
|
2012
|
|
2011
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
|||||||||||
Commercial risk-based
|
|
8,185
|
|
|
9,340
|
|
|
9,550
|
|
|
(1,155
|
)
|
|
(12
|
)%
|
|
(210
|
)
|
|
(2
|
)%
|
Commercial fee-based
|
|
19,055
|
|
|
17,585
|
|
|
16,320
|
|
|
1,470
|
|
|
8
|
|
|
1,265
|
|
|
8
|
|
Commercial fee-based TRICARE
|
|
2,920
|
|
|
—
|
|
|
—
|
|
|
2,920
|
|
|
nm
|
|
|
—
|
|
|
nm
|
|
Total commercial
|
|
30,160
|
|
|
26,925
|
|
|
25,870
|
|
|
3,235
|
|
|
12
|
|
|
1,055
|
|
|
4
|
|
Medicare Advantage
|
|
2,990
|
|
|
2,565
|
|
|
2,165
|
|
|
425
|
|
|
17
|
|
|
400
|
|
|
18
|
|
Medicaid
|
|
4,035
|
|
|
3,830
|
|
|
3,600
|
|
|
205
|
|
|
5
|
|
|
230
|
|
|
6
|
|
Medicare Supplement (Standardized)
|
|
3,455
|
|
|
3,180
|
|
|
2,935
|
|
|
275
|
|
|
9
|
|
|
245
|
|
|
8
|
|
Total public and senior
|
|
10,480
|
|
|
9,575
|
|
|
8,700
|
|
|
905
|
|
|
9
|
|
|
875
|
|
|
10
|
|
International
|
|
4,805
|
|
|
4,425
|
|
|
—
|
|
|
380
|
|
|
9
|
|
|
4,425
|
|
|
nm
|
|
Total UnitedHealthcare - medical
|
|
45,445
|
|
|
40,925
|
|
|
34,570
|
|
|
4,520
|
|
|
11
|
%
|
|
6,355
|
|
|
18
|
%
|
Supplemental Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Medicare Part D stand-alone
|
|
4,950
|
|
|
4,225
|
|
|
4,855
|
|
|
725
|
|
|
17
|
%
|
|
(630
|
)
|
|
(13
|
)%
|
|
|
For the Years Ended December 31,
|
|
Increase/(Decrease)
|
||||||||||||||||
(in millions)
|
|
2013
|
|
2012
|
|
2011
|
|
2013 vs. 2012
|
|
2012 vs. 2011
|
||||||||||
Sources of cash:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by operating activities
|
|
$
|
6,991
|
|
|
$
|
7,155
|
|
|
$
|
6,968
|
|
|
$
|
(164
|
)
|
|
$
|
187
|
|
Proceeds from common stock issuances
|
|
598
|
|
|
1,078
|
|
|
381
|
|
|
(480
|
)
|
|
697
|
|
|||||
Proceeds from issuances of long-term debt and commercial paper, net of repayments
|
|
152
|
|
|
4,567
|
|
|
346
|
|
|
(4,415
|
)
|
|
4,221
|
|
|||||
Other
|
|
31
|
|
|
—
|
|
|
428
|
|
|
31
|
|
|
(428
|
)
|
|||||
Total sources of cash
|
|
7,772
|
|
|
12,800
|
|
|
8,123
|
|
|
|
|
|
|||||||
Uses of cash:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock repurchases
|
|
(3,170
|
)
|
|
(3,084
|
)
|
|
(2,994
|
)
|
|
(86
|
)
|
|
(90
|
)
|
|||||
Cash paid for acquisitions and noncontrolling interest shares, net of cash assumed and dispositions
|
|
(1,791
|
)
|
|
(6,599
|
)
|
|
(1,459
|
)
|
|
4,808
|
|
|
(5,140
|
)
|
|||||
Purchases of investments, net of sales and maturities
|
|
(1,611
|
)
|
|
(1,299
|
)
|
|
(1,695
|
)
|
|
(312
|
)
|
|
396
|
|
|||||
Purchases of property, equipment and capitalized software, net
|
|
(1,161
|
)
|
|
(1,070
|
)
|
|
(1,018
|
)
|
|
(91
|
)
|
|
(52
|
)
|
|||||
Cash dividends paid
|
|
(1,056
|
)
|
|
(820
|
)
|
|
(651
|
)
|
|
(236
|
)
|
|
(169
|
)
|
|||||
Customer funds administered
|
|
—
|
|
|
(324
|
)
|
|
—
|
|
|
324
|
|
|
(324
|
)
|
|||||
Other
|
|
(27
|
)
|
|
(627
|
)
|
|
—
|
|
|
600
|
|
|
(627
|
)
|
|||||
Total uses of cash
|
|
(8,816
|
)
|
|
(13,823
|
)
|
|
(7,817
|
)
|
|
|
|
|
|||||||
Effect of exchange rate changes on cash and cash equivalents
|
|
(86
|
)
|
|
—
|
|
|
—
|
|
|
nm
|
|
|
nm
|
|
|||||
Net (decrease) increase in cash
|
|
$
|
(1,130
|
)
|
|
$
|
(1,023
|
)
|
|
$
|
306
|
|
|
$
|
(107
|
)
|
|
$
|
(1,329
|
)
|
|
Moody’s
|
|
Standard & Poor’s
|
|
Fitch
|
|
A.M. Best
|
||||||||
|
Ratings
|
|
Outlook
|
|
Ratings
|
|
Outlook
|
|
Ratings
|
|
Outlook
|
|
Ratings
|
|
Outlook
|
Senior unsecured debt
|
A3
|
|
Stable
|
|
A
|
|
Positive
|
|
A-
|
|
Stable
|
|
bbb+
|
|
Stable
|
Commercial paper
|
P-2
|
|
n/a
|
|
A-1
|
|
n/a
|
|
F1
|
|
n/a
|
|
AMB-2
|
|
n/a
|
(in millions)
|
|
2014
|
|
2015 to 2016
|
|
2017 to 2018
|
|
Thereafter
|
|
Total
|
||||||||||
Debt (a)
|
|
$
|
2,644
|
|
|
$
|
3,450
|
|
|
$
|
3,411
|
|
|
$
|
18,147
|
|
|
$
|
27,652
|
|
Operating leases
|
|
487
|
|
|
800
|
|
|
572
|
|
|
544
|
|
|
2,403
|
|
|||||
Purchase obligations (b)
|
|
250
|
|
|
174
|
|
|
14
|
|
|
—
|
|
|
438
|
|
|||||
Future policy benefits (c)
|
|
136
|
|
|
258
|
|
|
267
|
|
|
1,940
|
|
|
2,601
|
|
|||||
Unrecognized tax benefits (d)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78
|
|
|
78
|
|
|||||
Other liabilities recorded on the Consolidated Balance Sheet (e)
|
|
186
|
|
|
43
|
|
|
—
|
|
|
1,482
|
|
|
1,711
|
|
|||||
Other obligations (f)
|
|
94
|
|
|
113
|
|
|
49
|
|
|
12
|
|
|
268
|
|
|||||
Redeemable noncontrolling interests (g)
|
|
54
|
|
|
158
|
|
|
963
|
|
|
—
|
|
|
1,175
|
|
|||||
Total contractual obligations
|
|
$
|
3,851
|
|
|
$
|
4,996
|
|
|
$
|
5,276
|
|
|
$
|
22,203
|
|
|
$
|
36,326
|
|
(a)
|
Includes interest coupon payments and maturities at par or put values. For variable rate debt, the rates in effect at December 31, 2013 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, 2013.
|
(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, they have been classified as due “Thereafter.”
|
(e)
|
Includes obligations associated with contingent consideration and other payments related to business acquisitions, certain employee benefit programs, 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 for redeemable shares of our subsidiaries, primarily the shares owned by Amil’s remaining non-public shareholders.
|
Completion Factors
Increase (Decrease) in Factors
|
|
Increase (Decrease)
In Medical Costs Payable
|
||
|
|
(in millions)
|
||
(0.75)%
|
|
$
|
291
|
|
(0.50)
|
|
194
|
|
|
(0.25)
|
|
97
|
|
|
0.25
|
|
(96
|
)
|
|
0.50
|
|
(192
|
)
|
|
0.75
|
|
(287
|
)
|
Medical Costs PMPM Trend
Increase (Decrease) in Factors
|
|
Increase (Decrease)
In Medical Costs Payable
|
||
|
|
(in millions)
|
||
3%
|
|
$
|
573
|
|
2
|
|
382
|
|
|
1
|
|
191
|
|
|
(1)
|
|
(191
|
)
|
|
(2)
|
|
(382
|
)
|
|
(3)
|
|
(573
|
)
|
•
|
Revenue trends.
Key revenue 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 relating to unemployment, GDP growth, interest rates, and inflation are also evaluated and incorporated, as appropriate.
|
•
|
Medical cost trends.
For further discussion of medical cost trends, see the “Medical Cost Trend” section of Executive Overview-Business Trends above and the discussion in the “Medical Costs Payable” critical accounting estimate above.
|
•
|
Operating productivity.
We forecast expected operating cost levels based on historical levels and expectations of future operating cost levels.
|
•
|
Capital levels.
The operating and long-term capital requirements for each business are considered.
|
•
|
prices received from the pricing service to prices reported by a secondary pricing service, our custodian, our 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, 2013
|
||||||||||||||
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 %
|
|
$
|
175
|
|
|
$
|
189
|
|
|
$
|
(1,474
|
)
|
|
$
|
(1,786
|
)
|
1
|
|
87
|
|
|
95
|
|
|
(756
|
)
|
|
(974
|
)
|
||||
(1)
|
|
(52
|
)
|
|
(17
|
)
|
|
704
|
|
|
1,167
|
|
||||
(2)
|
|
nm
|
|
|
nm
|
|
|
1,224
|
|
|
2,505
|
|
|
|
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
|
|
(a)
|
Given the low absolute level of short-term market rates on our floating-rate assets and liabilities as of
December 31, 2013
and 2012, 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, 2013
and 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 12, 2014
|
(in millions, except per share data)
|
|
December 31,
2013 |
|
December 31,
2012 |
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
7,276
|
|
|
$
|
8,406
|
|
Short-term investments
|
|
1,937
|
|
|
3,031
|
|
||
Accounts receivable, net of allowances of $196 and $189
|
|
3,052
|
|
|
2,709
|
|
||
Other current receivables, net of allowances of $169 and $206
|
|
3,998
|
|
|
2,889
|
|
||
Assets under management
|
|
2,757
|
|
|
2,773
|
|
||
Deferred income taxes
|
|
430
|
|
|
463
|
|
||
Prepaid expenses and other current assets
|
|
930
|
|
|
781
|
|
||
Total current assets
|
|
20,380
|
|
|
21,052
|
|
||
Long-term investments
|
|
19,605
|
|
|
17,711
|
|
||
Property, equipment and capitalized software, net of accumulated depreciation and amortization of $2,675 and $2,564
|
|
4,010
|
|
|
3,939
|
|
||
Goodwill
|
|
31,604
|
|
|
31,286
|
|
||
Other intangible assets, net of accumulated amortization of $2,283 and $1,824
|
|
3,844
|
|
|
4,682
|
|
||
Other assets
|
|
2,439
|
|
|
2,215
|
|
||
Total assets
|
|
$
|
81,882
|
|
|
$
|
80,885
|
|
Liabilities and shareholders’ equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Medical costs payable
|
|
$
|
11,575
|
|
|
$
|
11,004
|
|
Accounts payable and accrued liabilities
|
|
7,458
|
|
|
6,984
|
|
||
Other policy liabilities
|
|
5,279
|
|
|
4,910
|
|
||
Commercial paper and current maturities of long-term debt
|
|
1,969
|
|
|
2,713
|
|
||
Unearned revenues
|
|
1,600
|
|
|
1,505
|
|
||
Total current liabilities
|
|
27,881
|
|
|
27,116
|
|
||
Long-term debt, less current maturities
|
|
14,891
|
|
|
14,041
|
|
||
Future policy benefits
|
|
2,465
|
|
|
2,444
|
|
||
Deferred income taxes
|
|
1,796
|
|
|
2,450
|
|
||
Other liabilities
|
|
1,525
|
|
|
1,535
|
|
||
Total liabilities
|
|
48,558
|
|
|
47,586
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
|
|||
Redeemable noncontrolling interests
|
|
1,175
|
|
|
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;
988 and 1,019 issued and outstanding
|
|
10
|
|
|
10
|
|
||
Additional paid-in capital
|
|
—
|
|
|
66
|
|
||
Retained earnings
|
|
33,047
|
|
|
30,664
|
|
||
Accumulated other comprehensive (loss) income
|
|
(908
|
)
|
|
438
|
|
||
Total shareholders’ equity
|
|
32,149
|
|
|
31,178
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
81,882
|
|
|
$
|
80,885
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(in millions, except per share data)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Premiums
|
|
$
|
109,557
|
|
|
$
|
99,728
|
|
|
$
|
91,983
|
|
Services
|
|
8,997
|
|
|
7,437
|
|
|
6,613
|
|
|||
Products
|
|
3,190
|
|
|
2,773
|
|
|
2,612
|
|
|||
Investment and other income
|
|
745
|
|
|
680
|
|
|
654
|
|
|||
Total revenues
|
|
122,489
|
|
|
110,618
|
|
|
101,862
|
|
|||
Operating costs:
|
|
|
|
|
|
|
||||||
Medical costs
|
|
89,290
|
|
|
80,226
|
|
|
74,332
|
|
|||
Operating costs
|
|
19,362
|
|
|
17,306
|
|
|
15,557
|
|
|||
Cost of products sold
|
|
2,839
|
|
|
2,523
|
|
|
2,385
|
|
|||
Depreciation and amortization
|
|
1,375
|
|
|
1,309
|
|
|
1,124
|
|
|||
Total operating costs
|
|
112,866
|
|
|
101,364
|
|
|
93,398
|
|
|||
Earnings from operations
|
|
9,623
|
|
|
9,254
|
|
|
8,464
|
|
|||
Interest expense
|
|
(708
|
)
|
|
(632
|
)
|
|
(505
|
)
|
|||
Earnings before income taxes
|
|
8,915
|
|
|
8,622
|
|
|
7,959
|
|
|||
Provision for income taxes
|
|
(3,242
|
)
|
|
(3,096
|
)
|
|
(2,817
|
)
|
|||
Net earnings
|
|
5,673
|
|
|
5,526
|
|
|
5,142
|
|
|||
Earnings attributable to noncontrolling interests
|
|
(48
|
)
|
|
—
|
|
|
—
|
|
|||
Net earnings attributable to UnitedHealth Group common shareholders
|
|
$
|
5,625
|
|
|
$
|
5,526
|
|
|
$
|
5,142
|
|
Earnings per share attributable to UnitedHealth Group common shareholders:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
5.59
|
|
|
$
|
5.38
|
|
|
$
|
4.81
|
|
Diluted
|
|
$
|
5.50
|
|
|
$
|
5.28
|
|
|
$
|
4.73
|
|
Basic weighted-average number of common shares outstanding
|
|
1,006
|
|
|
1,027
|
|
|
1,070
|
|
|||
Dilutive effect of common share equivalents
|
|
17
|
|
|
19
|
|
|
17
|
|
|||
Diluted weighted-average number of common shares outstanding
|
|
1,023
|
|
|
1,046
|
|
|
1,087
|
|
|||
Anti-dilutive shares excluded from the calculation of dilutive effect of common share equivalents
|
|
8
|
|
|
17
|
|
|
47
|
|
|||
Cash dividends declared per common share
|
|
$
|
1.0525
|
|
|
$
|
0.8000
|
|
|
$
|
0.6125
|
|
|
||||||||||||
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net earnings
|
|
$
|
5,673
|
|
|
$
|
5,526
|
|
|
$
|
5,142
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
||||||
Gross unrealized holding (losses) gains on investment securities during the period
|
|
(543
|
)
|
|
217
|
|
|
422
|
|
|||
Income tax effect
|
|
196
|
|
|
(78
|
)
|
|
(154
|
)
|
|||
Total unrealized (losses) gains, net of tax
|
|
(347
|
)
|
|
139
|
|
|
268
|
|
|||
Gross reclassification adjustment for net realized gains included in net earnings
|
|
(181
|
)
|
|
(156
|
)
|
|
(113
|
)
|
|||
Income tax effect
|
|
66
|
|
|
57
|
|
|
41
|
|
|||
Total reclassification adjustment, net of tax
|
|
(115
|
)
|
|
(99
|
)
|
|
(72
|
)
|
|||
Total foreign currency translation (losses) gains
|
|
(884
|
)
|
|
(63
|
)
|
|
13
|
|
|||
Other comprehensive (loss) income
|
|
(1,346
|
)
|
|
(23
|
)
|
|
209
|
|
|||
Comprehensive income
|
|
4,327
|
|
|
5,503
|
|
|
5,351
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
|
(48
|
)
|
|
—
|
|
|
—
|
|
|||
Comprehensive income attributable to UnitedHealth Group common shareholders
|
|
$
|
4,279
|
|
|
$
|
5,503
|
|
|
$
|
5,351
|
|
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Shareholders’
Equity
|
|||||||||||||||||
(in millions)
|
|
Shares
|
|
Amount
|
|
|
|
Net Unrealized Gains (Losses) on Investments
|
|
Foreign Currency Translation (Losses) Gains
|
|
||||||||||||||||
Balance at January 1, 2011
|
|
1,086
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
25,562
|
|
|
$
|
280
|
|
|
$
|
(28
|
)
|
|
$
|
25,825
|
|
Net earnings
|
|
|
|
|
|
|
|
5,142
|
|
|
|
|
|
|
5,142
|
|
|||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
196
|
|
|
13
|
|
|
209
|
|
||||||||||
Issuances of common shares, and related tax effects
|
|
18
|
|
|
—
|
|
|
308
|
|
|
|
|
|
|
|
|
308
|
|
|||||||||
Share-based compensation, and related tax benefits
|
|
|
|
|
|
453
|
|
|
|
|
|
|
|
|
453
|
|
|||||||||||
Common share repurchases
|
|
(65
|
)
|
|
(1
|
)
|
|
(761
|
)
|
|
(2,232
|
)
|
|
|
|
|
|
(2,994
|
)
|
||||||||
Cash dividends paid on common shares
|
|
|
|
|
|
|
|
(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 (loss)
|
|
|
|
|
|
|
|
|
|
40
|
|
|
(63
|
)
|
|
(23
|
)
|
||||||||||
Issuances of common shares, and related tax effects
|
|
37
|
|
|
—
|
|
|
704
|
|
|
|
|
|
|
|
|
704
|
|
|||||||||
Share-based compensation, and related tax benefits
|
|
|
|
|
|
594
|
|
|
|
|
|
|
|
|
594
|
|
|||||||||||
Common share repurchases
|
|
(57
|
)
|
|
—
|
|
|
(1,221
|
)
|
|
(1,863
|
)
|
|
|
|
|
|
(3,084
|
)
|
||||||||
Acquisitions of noncontrolling interests
|
|
|
|
|
|
(11
|
)
|
|
|
|
|
|
|
|
(11
|
)
|
|||||||||||
Cash dividends paid on common shares
|
|
|
|
|
|
|
|
(820
|
)
|
|
|
|
|
|
(820
|
)
|
|||||||||||
Balance at December 31, 2012
|
|
1,019
|
|
|
10
|
|
|
66
|
|
|
30,664
|
|
|
516
|
|
|
(78
|
)
|
|
31,178
|
|
||||||
Net earnings attributable to UnitedHealth Group common shareholders
|
|
|
|
|
|
|
|
5,625
|
|
|
|
|
|
|
5,625
|
|
|||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
(462
|
)
|
|
(884
|
)
|
|
(1,346
|
)
|
||||||||||
Issuances of common shares, and related tax effects
|
|
17
|
|
|
—
|
|
|
431
|
|
|
|
|
|
|
|
|
431
|
|
|||||||||
Share-based compensation, and related tax benefits
|
|
|
|
|
|
406
|
|
|
|
|
|
|
|
|
406
|
|
|||||||||||
Common share repurchases
|
|
(48
|
)
|
|
—
|
|
|
(984
|
)
|
|
(2,186
|
)
|
|
|
|
|
|
(3,170
|
)
|
||||||||
Acquisitions of noncontrolling interests, and related tax effects
|
|
|
|
|
|
81
|
|
|
|
|
|
|
|
|
81
|
|
|||||||||||
Cash dividends paid on common shares
|
|
|
|
|
|
|
|
(1,056
|
)
|
|
|
|
|
|
(1,056
|
)
|
|||||||||||
Balance at December 31, 2013
|
|
988
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
33,047
|
|
|
$
|
54
|
|
|
$
|
(962
|
)
|
|
$
|
32,149
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Operating activities
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
5,673
|
|
|
$
|
5,526
|
|
|
$
|
5,142
|
|
Non-cash items:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
1,375
|
|
|
1,309
|
|
|
1,124
|
|
|||
Deferred income taxes
|
|
1
|
|
|
308
|
|
|
59
|
|
|||
Share-based compensation
|
|
331
|
|
|
421
|
|
|
401
|
|
|||
Other, net
|
|
(83
|
)
|
|
(231
|
)
|
|
(67
|
)
|
|||
Net change in other operating items, net of effects from acquisitions and changes in AARP balances:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(317
|
)
|
|
(130
|
)
|
|
(267
|
)
|
|||
Other assets
|
|
(838
|
)
|
|
(295
|
)
|
|
(121
|
)
|
|||
Medical costs payable
|
|
509
|
|
|
101
|
|
|
377
|
|
|||
Accounts payable and other liabilities
|
|
459
|
|
|
199
|
|
|
146
|
|
|||
Other policy liabilities
|
|
(221
|
)
|
|
(81
|
)
|
|
482
|
|
|||
Unearned revenues
|
|
102
|
|
|
28
|
|
|
(308
|
)
|
|||
Cash flows from operating activities
|
|
6,991
|
|
|
7,155
|
|
|
6,968
|
|
|||
Investing activities
|
|
|
|
|
|
|
||||||
Purchases of investments
|
|
(12,176
|
)
|
|
(9,903
|
)
|
|
(9,895
|
)
|
|||
Sales of investments
|
|
5,706
|
|
|
3,794
|
|
|
3,949
|
|
|||
Maturities of investments
|
|
4,859
|
|
|
4,810
|
|
|
4,251
|
|
|||
Cash paid for acquisitions, net of cash assumed
|
|
(362
|
)
|
|
(6,280
|
)
|
|
(1,844
|
)
|
|||
Cash received from dispositions
|
|
45
|
|
|
—
|
|
|
385
|
|
|||
Purchases of property, equipment and capitalized software
|
|
(1,307
|
)
|
|
(1,070
|
)
|
|
(1,067
|
)
|
|||
Proceeds from disposal of property and equipment
|
|
146
|
|
|
—
|
|
|
49
|
|
|||
Cash flows used for investing activities
|
|
(3,089
|
)
|
|
(8,649
|
)
|
|
(4,172
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
||||||
Acquisition of noncontrolling interest shares
|
|
(1,474
|
)
|
|
(319
|
)
|
|
—
|
|
|||
Common stock repurchases
|
|
(3,170
|
)
|
|
(3,084
|
)
|
|
(2,994
|
)
|
|||
Proceeds from issuance of long-term debt
|
|
2,235
|
|
|
3,966
|
|
|
2,234
|
|
|||
Repayments of long-term debt
|
|
(1,609
|
)
|
|
(986
|
)
|
|
(955
|
)
|
|||
(Repayments of) proceeds from commercial paper, net
|
|
(474
|
)
|
|
1,587
|
|
|
(933
|
)
|
|||
Cash dividends paid
|
|
(1,056
|
)
|
|
(820
|
)
|
|
(651
|
)
|
|||
Customer funds administered
|
|
31
|
|
|
(324
|
)
|
|
37
|
|
|||
Proceeds from common stock issuances
|
|
598
|
|
|
1,078
|
|
|
381
|
|
|||
Interest rate swap termination
|
|
—
|
|
|
—
|
|
|
132
|
|
|||
Other, net
|
|
(27
|
)
|
|
(627
|
)
|
|
259
|
|
|||
Cash flows (used for) from financing activities
|
|
(4,946
|
)
|
|
471
|
|
|
(2,490
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(86
|
)
|
|
—
|
|
|
—
|
|
|||
(Decrease) increase in cash and cash equivalents
|
|
(1,130
|
)
|
|
(1,023
|
)
|
|
306
|
|
|||
Cash and cash equivalents, beginning of period
|
|
8,406
|
|
|
9,429
|
|
|
9,123
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
7,276
|
|
|
$
|
8,406
|
|
|
$
|
9,429
|
|
Supplemental cash flow disclosures
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
724
|
|
|
$
|
600
|
|
|
$
|
472
|
|
Cash paid for income taxes
|
|
2,785
|
|
|
2,666
|
|
|
2,739
|
|
1.
|
Description of Business
|
•
|
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.
Health Reform Legislation mandated a consumer discount on brand name prescription drugs for Medicare 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. Accordingly, 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, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
(in millions)
|
|
Subsidies
|
|
Drug Discount
|
|
Risk-Share
|
|
Subsidies
|
|
Drug Discount
|
|
Risk-Share
|
||||||||||||
Other current receivables
|
|
$
|
881
|
|
|
$
|
425
|
|
|
$
|
—
|
|
|
$
|
461
|
|
|
$
|
314
|
|
|
$
|
—
|
|
Other policy liabilities
|
|
—
|
|
|
152
|
|
|
214
|
|
|
—
|
|
|
319
|
|
|
438
|
|
•
|
The initial coverage limit decreased to
$2,850
from
$2,970
in 2013.
|
•
|
The catastrophic coverage begins at
$6,455
as compared to
$6,734
in 2013.
|
•
|
The annual out-of-pocket maximum decreased to
$4,550
from
$4,750
in 2013.
|
•
|
The discount on prescription drugs within the coverage gap of 52.5% is consistent with 2013 for brand name drugs and increased to 28% from 21% in 2013 for generic drugs.
|
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, 2013
|
|
|
|
|
|
|
|
|
||||||||
Debt securities - available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
$
|
2,211
|
|
|
$
|
5
|
|
|
$
|
(21
|
)
|
|
$
|
2,195
|
|
State and municipal obligations
|
|
6,902
|
|
|
147
|
|
|
(72
|
)
|
|
6,977
|
|
||||
Corporate obligations
|
|
7,265
|
|
|
130
|
|
|
(60
|
)
|
|
7,335
|
|
||||
U.S. agency mortgage-backed securities
|
|
2,256
|
|
|
23
|
|
|
(61
|
)
|
|
2,218
|
|
||||
Non-U.S. agency mortgage-backed securities
|
|
697
|
|
|
12
|
|
|
(7
|
)
|
|
702
|
|
||||
Total debt securities - available-for-sale
|
|
19,331
|
|
|
317
|
|
|
(221
|
)
|
|
19,427
|
|
||||
Equity securities - available-for-sale
|
|
1,576
|
|
|
9
|
|
|
(13
|
)
|
|
1,572
|
|
||||
Debt securities - held-to-maturity:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
181
|
|
|
1
|
|
|
—
|
|
|
182
|
|
||||
State and municipal obligations
|
|
28
|
|
|
—
|
|
|
—
|
|
|
28
|
|
||||
Corporate obligations
|
|
334
|
|
|
—
|
|
|
—
|
|
|
334
|
|
||||
Total debt securities - held-to-maturity
|
|
543
|
|
|
1
|
|
|
—
|
|
|
544
|
|
||||
Total investments
|
|
$
|
21,450
|
|
|
$
|
327
|
|
|
$
|
(234
|
)
|
|
$
|
21,543
|
|
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
|
|
(in millions)
|
|
AAA
|
|
AA
|
|
Non-Investment
Grade
|
|
Total Fair
Value
|
||||||||
2013
|
|
$
|
130
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
130
|
|
2012
|
|
106
|
|
|
—
|
|
|
—
|
|
|
106
|
|
||||
2011
|
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
||||
2010
|
|
26
|
|
|
—
|
|
|
—
|
|
|
26
|
|
||||
2009
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
2007
|
|
63
|
|
|
—
|
|
|
2
|
|
|
65
|
|
||||
Pre - 2007
|
|
340
|
|
|
3
|
|
|
10
|
|
|
353
|
|
||||
U.S. agency mortgage-backed securities
|
|
2,218
|
|
|
—
|
|
|
—
|
|
|
2,218
|
|
||||
Total
|
|
$
|
2,905
|
|
|
$
|
3
|
|
|
$
|
12
|
|
|
$
|
2,920
|
|
(in millions)
|
|
Amortized
Cost
|
|
Fair
Value
|
||||
Due in one year or less
|
|
$
|
2,042
|
|
|
$
|
2,054
|
|
Due after one year through five years
|
|
7,121
|
|
|
7,235
|
|
||
Due after five years through ten years
|
|
5,164
|
|
|
5,182
|
|
||
Due after ten years
|
|
2,051
|
|
|
2,036
|
|
||
U.S. agency mortgage-backed securities
|
|
2,256
|
|
|
2,218
|
|
||
Non-U.S. agency mortgage-backed securities
|
|
697
|
|
|
702
|
|
||
Total debt securities - available-for-sale
|
|
$
|
19,331
|
|
|
$
|
19,427
|
|
(in millions)
|
|
Amortized
Cost
|
|
Fair
Value
|
||||
Due in one year or less
|
|
$
|
78
|
|
|
$
|
78
|
|
Due after one year through five years
|
|
231
|
|
|
230
|
|
||
Due after five years through ten years
|
|
154
|
|
|
156
|
|
||
Due after ten years
|
|
80
|
|
|
80
|
|
||
Total debt securities - held-to-maturity
|
|
$
|
543
|
|
|
$
|
544
|
|
|
|
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, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt securities - available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. government and agency obligations
|
|
$
|
1,055
|
|
|
$
|
(19
|
)
|
|
$
|
17
|
|
|
$
|
(2
|
)
|
|
$
|
1,072
|
|
|
$
|
(21
|
)
|
State and municipal obligations
|
|
2,491
|
|
|
(62
|
)
|
|
128
|
|
|
(10
|
)
|
|
2,619
|
|
|
(72
|
)
|
||||||
Corporate obligations
|
|
2,573
|
|
|
(51
|
)
|
|
103
|
|
|
(9
|
)
|
|
2,676
|
|
|
(60
|
)
|
||||||
U.S. agency mortgage-backed securities
|
|
1,393
|
|
|
(51
|
)
|
|
105
|
|
|
(10
|
)
|
|
1,498
|
|
|
(61
|
)
|
||||||
Non-U.S. agency mortgage-backed securities
|
|
289
|
|
|
(6
|
)
|
|
26
|
|
|
(1
|
)
|
|
315
|
|
|
(7
|
)
|
||||||
Total debt securities - available-for-sale
|
|
$
|
7,801
|
|
|
$
|
(189
|
)
|
|
$
|
379
|
|
|
$
|
(32
|
)
|
|
$
|
8,180
|
|
|
$
|
(221
|
)
|
Equity securities - available-for-sale
|
|
$
|
180
|
|
|
$
|
(13
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
180
|
|
|
$
|
(13
|
)
|
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
|
)
|
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Total OTTI
|
|
$
|
(8
|
)
|
|
$
|
(6
|
)
|
|
$
|
(12
|
)
|
Portion of loss recognized in other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net OTTI recognized in earnings
|
|
(8
|
)
|
|
(6
|
)
|
|
(12
|
)
|
|||
Gross realized losses from sales
|
|
(9
|
)
|
|
(13
|
)
|
|
(11
|
)
|
|||
Gross realized gains from sales
|
|
198
|
|
|
175
|
|
|
136
|
|
|||
Net realized gains (included in Investment and Other Income on the Consolidated Statements of Operations)
|
|
181
|
|
|
156
|
|
|
113
|
|
|||
Income tax effect (included in Provision for Income Taxes on the Consolidated Statements of Operations)
|
|
(66
|
)
|
|
(57
|
)
|
|
(41
|
)
|
|||
Realized gains, net of taxes
|
|
$
|
115
|
|
|
$
|
99
|
|
|
$
|
72
|
|
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, 2013
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
7,005
|
|
|
$
|
271
|
|
|
$
|
—
|
|
|
$
|
7,276
|
|
Debt securities - available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
1,750
|
|
|
445
|
|
|
—
|
|
|
2,195
|
|
||||
State and municipal obligations
|
|
—
|
|
|
6,977
|
|
|
—
|
|
|
6,977
|
|
||||
Corporate obligations
|
|
25
|
|
|
7,274
|
|
|
36
|
|
|
7,335
|
|
||||
U.S. agency mortgage-backed securities
|
|
—
|
|
|
2,218
|
|
|
—
|
|
|
2,218
|
|
||||
Non-U.S. agency mortgage-backed securities
|
|
—
|
|
|
696
|
|
|
6
|
|
|
702
|
|
||||
Total debt securities - available-for-sale
|
|
1,775
|
|
|
17,610
|
|
|
42
|
|
|
19,427
|
|
||||
Equity securities - available-for-sale
|
|
1,291
|
|
|
12
|
|
|
269
|
|
|
1,572
|
|
||||
Total assets at fair value
|
|
$
|
10,071
|
|
|
$
|
17,893
|
|
|
$
|
311
|
|
|
$
|
28,275
|
|
Percentage of total assets at fair value
|
|
36
|
%
|
|
63
|
%
|
|
1
|
%
|
|
100
|
%
|
||||
Interest rate swap liabilities
|
|
$
|
—
|
|
|
$
|
163
|
|
|
$
|
—
|
|
|
$
|
163
|
|
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
|
|
(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, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt securities - held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. government and agency obligations
|
|
$
|
182
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
182
|
|
|
$
|
181
|
|
State and municipal obligations
|
|
—
|
|
|
—
|
|
|
28
|
|
|
28
|
|
|
28
|
|
|||||
Corporate obligations
|
|
47
|
|
|
9
|
|
|
278
|
|
|
334
|
|
|
334
|
|
|||||
Total debt securities - held-to-maturity
|
|
$
|
229
|
|
|
$
|
9
|
|
|
$
|
306
|
|
|
$
|
544
|
|
|
$
|
543
|
|
Long-term debt and other financing obligations
|
|
$
|
—
|
|
|
$
|
16,602
|
|
|
$
|
—
|
|
|
$
|
16,602
|
|
|
$
|
15,745
|
|
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, 2013
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||||||||||||
(in millions)
|
|
Debt
Securities
|
|
Equity
Securities
|
|
Total
|
|
Debt
Securities
|
|
Equity
Securities
|
|
Total
|
|
Debt
Securities
|
|
Equity
Securities
|
|
Total
|
||||||||||||||||||
Balance at beginning of period
|
|
$
|
17
|
|
|
$
|
224
|
|
|
$
|
241
|
|
|
$
|
208
|
|
|
$
|
209
|
|
|
$
|
417
|
|
|
$
|
141
|
|
|
$
|
208
|
|
|
$
|
349
|
|
Purchases
|
|
38
|
|
|
71
|
|
|
109
|
|
|
11
|
|
|
71
|
|
|
82
|
|
|
92
|
|
|
35
|
|
|
127
|
|
|||||||||
Sales
|
|
(10
|
)
|
|
(25
|
)
|
|
(35
|
)
|
|
—
|
|
|
(34
|
)
|
|
(34
|
)
|
|
—
|
|
|
(17
|
)
|
|
(17
|
)
|
|||||||||
Settlements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(25
|
)
|
|
(7
|
)
|
|
(32
|
)
|
|||||||||
Net unrealized losses in accumulated other comprehensive income
|
|
(2
|
)
|
|
(7
|
)
|
|
(9
|
)
|
|
—
|
|
|
(14
|
)
|
|
(14
|
)
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|||||||||
Net realized (losses) gains in investment and other income
|
|
(1
|
)
|
|
6
|
|
|
5
|
|
|
—
|
|
|
13
|
|
|
13
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|||||||||
Transfers to held-to-maturity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(201
|
)
|
|
(21
|
)
|
|
(222
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Balance at end of period
|
|
$
|
42
|
|
|
$
|
269
|
|
|
$
|
311
|
|
|
$
|
17
|
|
|
$
|
224
|
|
|
$
|
241
|
|
|
$
|
208
|
|
|
$
|
209
|
|
|
$
|
417
|
|
|
|
|
|
|
|
|
|
Range
|
||||
(in millions)
|
|
Fair Value
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Low
|
|
High
|
||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
||
Equity securities - available-for-sale
|
|
|
|
|
|
|
|
|
|
|
||
Venture capital portfolios
|
|
$
|
233
|
|
|
Market approach - comparable companies
|
|
Revenue multiple
|
|
1.0
|
|
6.0
|
|
|
|
|
|
|
EBITDA
multiple
|
|
8.0
|
|
9.0
|
||
|
|
36
|
|
|
Market approach - recent transactions
|
|
Inactive market transactions
|
|
N/A
|
|
N/A
|
|
Total equity securities
available-for-sale
|
|
$
|
269
|
|
|
|
|
|
|
|
|
|
(in millions)
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
Other
Observable
Inputs
(Level 2)
|
|
Total
Fair and Carrying
Value
|
||||||
December 31, 2013
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
265
|
|
|
$
|
—
|
|
|
$
|
265
|
|
Debt securities:
|
|
|
|
|
|
|
||||||
U.S. government and agency obligations
|
|
426
|
|
|
301
|
|
|
727
|
|
|||
State and municipal obligations
|
|
—
|
|
|
63
|
|
|
63
|
|
|||
Corporate obligations
|
|
—
|
|
|
1,145
|
|
|
1,145
|
|
|||
U.S. agency mortgage-backed securities
|
|
—
|
|
|
414
|
|
|
414
|
|
|||
Non-U.S. agency mortgage-backed securities
|
|
—
|
|
|
139
|
|
|
139
|
|
|||
Total debt securities
|
|
426
|
|
|
2,062
|
|
|
2,488
|
|
|||
Equity securities - available-for-sale
|
|
—
|
|
|
4
|
|
|
4
|
|
|||
Total assets at fair value
|
|
$
|
691
|
|
|
$
|
2,066
|
|
|
$
|
2,757
|
|
Other liabilities
|
|
$
|
3
|
|
|
$
|
11
|
|
|
$
|
14
|
|
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
|
|
5.
|
Property, Equipment and Capitalized Software
|
(in millions)
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Land and improvements
|
|
$
|
318
|
|
|
$
|
358
|
|
Buildings and improvements
|
|
2,051
|
|
|
1,910
|
|
||
Computer equipment
|
|
1,519
|
|
|
1,447
|
|
||
Furniture and fixtures
|
|
564
|
|
|
488
|
|
||
Less accumulated depreciation
|
|
(1,760
|
)
|
|
(1,542
|
)
|
||
Property and equipment, net
|
|
2,692
|
|
|
2,661
|
|
||
Capitalized software
|
|
2,233
|
|
|
2,300
|
|
||
Less accumulated amortization
|
|
(915
|
)
|
|
(1,022
|
)
|
||
Capitalized software, net
|
|
1,318
|
|
|
1,278
|
|
||
Total property, equipment and capitalized software, net
|
|
$
|
4,010
|
|
|
$
|
3,939
|
|
(in millions)
|
|
UnitedHealthcare
|
|
OptumHealth
|
|
OptumInsight
|
|
OptumRx
|
|
Consolidated
|
||||||||||
Balance at January 1, 2012
|
|
$
|
17,932
|
|
|
$
|
2,113
|
|
|
$
|
3,090
|
|
|
$
|
840
|
|
|
$
|
23,975
|
|
Acquisitions
|
|
6,557
|
|
|
705
|
|
|
98
|
|
|
—
|
|
|
7,360
|
|
|||||
Foreign currency effects and adjustments, net
|
|
(30
|
)
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
(49
|
)
|
|||||
Balance at December 31, 2012
|
|
24,459
|
|
|
2,818
|
|
|
3,169
|
|
|
840
|
|
|
31,286
|
|
|||||
Acquisitions
|
|
408
|
|
|
48
|
|
|
483
|
|
|
—
|
|
|
939
|
|
|||||
Dispositions
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Foreign currency effects and adjustments, net
|
|
(611
|
)
|
|
(6
|
)
|
|
1
|
|
|
—
|
|
|
(616
|
)
|
|||||
Balance at December 31, 2013
|
|
$
|
24,251
|
|
|
$
|
2,860
|
|
|
$
|
3,653
|
|
|
$
|
840
|
|
|
$
|
31,604
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
(in millions)
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||||||||
Customer-related
|
|
$
|
4,821
|
|
|
$
|
(2,028
|
)
|
|
$
|
2,793
|
|
|
$
|
5,229
|
|
|
$
|
(1,629
|
)
|
|
$
|
3,600
|
|
Trademarks and technology
|
|
433
|
|
|
(191
|
)
|
|
242
|
|
|
445
|
|
|
(146
|
)
|
|
299
|
|
||||||
Trademarks - indefinite-lived
|
|
589
|
|
|
—
|
|
|
589
|
|
|
611
|
|
|
—
|
|
|
611
|
|
||||||
Other
|
|
284
|
|
|
(64
|
)
|
|
220
|
|
|
221
|
|
|
(49
|
)
|
|
172
|
|
||||||
Total
|
|
$
|
6,127
|
|
|
$
|
(2,283
|
)
|
|
$
|
3,844
|
|
|
$
|
6,506
|
|
|
$
|
(1,824
|
)
|
|
$
|
4,682
|
|
|
|
2013
|
|
2012
|
||||||||
(in millions, except years)
|
|
Fair Value
|
|
Weighted-Average Useful Life
|
|
Fair Value
|
|
Weighted-Average Useful Life
|
||||
Customer-related
|
|
$
|
55
|
|
|
12 years
|
|
$
|
1,530
|
|
|
8 years
|
Trademarks and technology
|
|
27
|
|
|
12 years
|
|
79
|
|
|
4 years
|
||
Other
|
|
—
|
|
|
|
|
111
|
|
|
15 years
|
||
Total acquired finite-lived intangible assets
|
|
$
|
82
|
|
|
12 years
|
|
$
|
1,720
|
|
|
9 years
|
7.
|
Medical Costs and Medical Costs Payable
|
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Related to Prior Years
|
|
$
|
680
|
|
|
$
|
860
|
|
|
$
|
720
|
|
(in millions)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Medical costs payable, beginning of period
|
|
$
|
11,004
|
|
|
$
|
9,799
|
|
|
$
|
9,220
|
|
Acquisitions
|
|
—
|
|
|
1,029
|
|
|
155
|
|
|||
Reported medical costs:
|
|
|
|
|
|
|
||||||
Current year
|
|
89,970
|
|
|
81,086
|
|
|
75,052
|
|
|||
Prior years
|
|
(680
|
)
|
|
(860
|
)
|
|
(720
|
)
|
|||
Total reported medical costs
|
|
89,290
|
|
|
80,226
|
|
|
74,332
|
|
|||
Claim payments:
|
|
|
|
|
|
|
||||||
Payments for current year
|
|
(78,989
|
)
|
|
(71,832
|
)
|
|
(65,763
|
)
|
|||
Payments for prior year
|
|
(9,730
|
)
|
|
(8,218
|
)
|
|
(8,145
|
)
|
|||
Total claim payments
|
|
(88,719
|
)
|
|
(80,050
|
)
|
|
(73,908
|
)
|
|||
Medical costs payable, end of period
|
|
$
|
11,575
|
|
|
$
|
11,004
|
|
|
$
|
9,799
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
(in millions, except percentages)
|
|
Par
Value
|
|
Carrying
Value
|
|
Fair
Value
|
|
Par
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||||||
Commercial Paper
|
|
$
|
1,115
|
|
|
$
|
1,115
|
|
|
$
|
1,115
|
|
|
$
|
1,587
|
|
|
$
|
1,587
|
|
|
$
|
1,587
|
|
4.875% notes due February 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
534
|
|
|
534
|
|
|
536
|
|
||||||
4.875% notes due April 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
409
|
|
|
411
|
|
|
413
|
|
||||||
4.750% notes due February 2014
|
|
172
|
|
|
173
|
|
|
173
|
|
|
172
|
|
|
178
|
|
|
180
|
|
||||||
5.000% notes due August 2014
|
|
389
|
|
|
397
|
|
|
400
|
|
|
389
|
|
|
411
|
|
|
414
|
|
||||||
Floating-rate notes due August 2014
|
|
250
|
|
|
250
|
|
|
250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
4.875% notes due March 2015 (a)
|
|
416
|
|
|
431
|
|
|
436
|
|
|
416
|
|
|
444
|
|
|
453
|
|
||||||
0.850% notes due October 2015 (a)
|
|
625
|
|
|
624
|
|
|
628
|
|
|
625
|
|
|
623
|
|
|
627
|
|
||||||
5.375% notes due March 2016 (a)
|
|
601
|
|
|
641
|
|
|
657
|
|
|
601
|
|
|
660
|
|
|
682
|
|
||||||
1.875% notes due November 2016
|
|
400
|
|
|
398
|
|
|
408
|
|
|
400
|
|
|
397
|
|
|
412
|
|
||||||
5.360% notes due November 2016
|
|
95
|
|
|
95
|
|
|
107
|
|
|
95
|
|
|
95
|
|
|
110
|
|
||||||
6.000% notes due June 2017
|
|
441
|
|
|
479
|
|
|
506
|
|
|
441
|
|
|
489
|
|
|
528
|
|
||||||
1.400% notes due October 2017 (a)
|
|
625
|
|
|
613
|
|
|
617
|
|
|
625
|
|
|
622
|
|
|
626
|
|
||||||
6.000% notes due November 2017
|
|
156
|
|
|
168
|
|
|
178
|
|
|
156
|
|
|
170
|
|
|
191
|
|
||||||
6.000% notes due February 2018
|
|
1,100
|
|
|
1,116
|
|
|
1,271
|
|
|
1,100
|
|
|
1,120
|
|
|
1,339
|
|
||||||
1.625% notes due March 2019 (a)
|
|
500
|
|
|
489
|
|
|
481
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
3.875% notes due October 2020 (a)
|
|
450
|
|
|
435
|
|
|
474
|
|
|
450
|
|
|
442
|
|
|
499
|
|
||||||
4.700% notes due February 2021
|
|
400
|
|
|
416
|
|
|
436
|
|
|
400
|
|
|
417
|
|
|
466
|
|
||||||
3.375% notes due November 2021 (a)
|
|
500
|
|
|
472
|
|
|
494
|
|
|
500
|
|
|
512
|
|
|
533
|
|
||||||
2.875% notes due March 2022 (a)
|
|
1,100
|
|
|
981
|
|
|
1,046
|
|
|
1,100
|
|
|
998
|
|
|
1,128
|
|
||||||
0.000% notes due November 2022
|
|
15
|
|
|
9
|
|
|
10
|
|
|
15
|
|
|
9
|
|
|
11
|
|
||||||
2.750% notes due February 2023 (a)
|
|
625
|
|
|
563
|
|
|
572
|
|
|
625
|
|
|
619
|
|
|
631
|
|
||||||
2.875% notes due March 2023 (a)
|
|
750
|
|
|
729
|
|
|
698
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
5.800% notes due March 2036
|
|
850
|
|
|
845
|
|
|
935
|
|
|
850
|
|
|
845
|
|
|
1,025
|
|
||||||
6.500% notes due June 2037
|
|
500
|
|
|
495
|
|
|
593
|
|
|
500
|
|
|
495
|
|
|
659
|
|
||||||
6.625% notes due November 2037
|
|
650
|
|
|
645
|
|
|
786
|
|
|
650
|
|
|
645
|
|
|
860
|
|
||||||
6.875% notes due February 2038
|
|
1,100
|
|
|
1,084
|
|
|
1,370
|
|
|
1,100
|
|
|
1,084
|
|
|
1,510
|
|
||||||
5.700% notes due October 2040
|
|
300
|
|
|
298
|
|
|
329
|
|
|
300
|
|
|
298
|
|
|
364
|
|
||||||
5.950% notes due February 2041
|
|
350
|
|
|
348
|
|
|
397
|
|
|
350
|
|
|
348
|
|
|
440
|
|
||||||
4.625% notes due November 2041
|
|
600
|
|
|
593
|
|
|
567
|
|
|
600
|
|
|
593
|
|
|
641
|
|
||||||
4.375% notes due March 2042
|
|
502
|
|
|
486
|
|
|
459
|
|
|
502
|
|
|
486
|
|
|
521
|
|
||||||
3.950% notes due October 2042
|
|
625
|
|
|
611
|
|
|
530
|
|
|
625
|
|
|
611
|
|
|
622
|
|
||||||
4.250% notes due March 2043
|
|
750
|
|
|
740
|
|
|
673
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total U.S. dollar denominated debt
|
|
16,952
|
|
|
16,739
|
|
|
17,596
|
|
|
16,117
|
|
|
16,143
|
|
|
18,008
|
|
||||||
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
|
|
$
|
16,952
|
|
|
$
|
16,739
|
|
|
$
|
17,596
|
|
|
$
|
16,705
|
|
|
$
|
16,754
|
|
|
$
|
18,621
|
|
(a)
|
Fixed-rate debt instruments hedged with interest rate swap contracts. See below for more information on the Company’s interest rate swaps.
|
Type of Fair Value Hedge
|
|
Notional Amount
|
|
Fair Value
|
|
Balance Sheet Location
|
||||
|
|
(in billions)
|
|
(in millions)
|
|
|
||||
December 31, 2013
|
|
|
|
|
|
|
||||
Interest rate swap contracts
|
|
$
|
6.2
|
|
|
$
|
163
|
|
|
Other liabilities
|
December 31, 2012
|
|
|
|
|
|
|
||||
Interest rate swap contracts
|
|
$
|
2.8
|
|
|
$
|
14
|
|
|
Other assets
|
|
|
|
|
11
|
|
|
Other liabilities
|
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Hedge - interest rate swap (loss) gain recognized in interest expense
|
|
$
|
(166
|
)
|
|
$
|
3
|
|
|
$
|
190
|
|
Hedged item - long-term debt gain (loss) recognized in interest expense
|
|
166
|
|
|
(3
|
)
|
|
(190
|
)
|
|||
Net impact on the Company’s Consolidated Statements of Operations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
9.
|
Income Taxes
|
(in millions)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Current Provision:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
3,004
|
|
|
$
|
2,638
|
|
|
$
|
2,608
|
|
State and local
|
|
237
|
|
|
150
|
|
|
150
|
|
|||
Total current provision
|
|
3,241
|
|
|
2,788
|
|
|
2,758
|
|
|||
Deferred provision
|
|
1
|
|
|
308
|
|
|
59
|
|
|||
Total provision for income taxes
|
|
$
|
3,242
|
|
|
$
|
3,096
|
|
|
$
|
2,817
|
|
(in millions, except percentages)
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
Tax provision at the U.S. federal statutory rate
|
|
$
|
3,120
|
|
|
35.0
|
%
|
|
$
|
3,018
|
|
|
35.0
|
%
|
|
$
|
2,785
|
|
|
35.0
|
%
|
State income taxes, net of federal benefit
|
|
126
|
|
|
1.4
|
|
|
143
|
|
|
1.7
|
|
|
136
|
|
|
1.7
|
|
|||
Settlement of state exams, net of federal benefit
|
|
1
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
(29
|
)
|
|
(0.4
|
)
|
|||
Tax-exempt investment income
|
|
(53
|
)
|
|
(0.6
|
)
|
|
(59
|
)
|
|
(0.7
|
)
|
|
(63
|
)
|
|
(0.8
|
)
|
|||
Non-deductible compensation
|
|
39
|
|
|
0.5
|
|
|
22
|
|
|
0.2
|
|
|
10
|
|
|
0.1
|
|
|||
Other, net
|
|
9
|
|
|
0.1
|
|
|
(30
|
)
|
|
(0.3
|
)
|
|
(22
|
)
|
|
(0.2
|
)
|
|||
Provision for income taxes
|
|
$
|
3,242
|
|
|
36.4
|
%
|
|
$
|
3,096
|
|
|
35.9
|
%
|
|
$
|
2,817
|
|
|
35.4
|
%
|
(in millions)
|
|
2013
|
|
2012
|
||||
Deferred income tax assets:
|
|
|
|
|
||||
Accrued expenses and allowances
|
|
$
|
284
|
|
|
$
|
306
|
|
U.S. federal and state net operating loss carryforwards
|
|
257
|
|
|
276
|
|
||
Share-based compensation
|
|
200
|
|
|
238
|
|
||
Long-term liabilities
|
|
170
|
|
|
160
|
|
||
Medical costs payable and other policy liabilities
|
|
155
|
|
|
149
|
|
||
Non-U.S. tax loss carryforwards
|
|
110
|
|
|
126
|
|
||
Unearned revenues
|
|
65
|
|
|
64
|
|
||
Unrecognized tax benefits
|
|
38
|
|
|
25
|
|
||
Other-domestic
|
|
57
|
|
|
93
|
|
||
Other-non-U.S.
|
|
89
|
|
|
142
|
|
||
Subtotal
|
|
1,425
|
|
|
1,579
|
|
||
Less: valuation allowances
|
|
(207
|
)
|
|
(271
|
)
|
||
Total deferred income tax assets
|
|
1,218
|
|
|
1,308
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
||||
U.S. federal and state intangible assets
|
|
(1,207
|
)
|
|
(1,335
|
)
|
||
Non-U.S. goodwill and intangible assets
|
|
(453
|
)
|
|
(640
|
)
|
||
Capitalized software
|
|
(481
|
)
|
|
(482
|
)
|
||
Net unrealized gains on investments
|
|
(31
|
)
|
|
(296
|
)
|
||
Depreciation and amortization
|
|
(268
|
)
|
|
(249
|
)
|
||
Prepaid expenses
|
|
(137
|
)
|
|
(113
|
)
|
||
Other-non-U.S.
|
|
(7
|
)
|
|
(179
|
)
|
||
Total deferred income tax liabilities
|
|
(2,584
|
)
|
|
(3,294
|
)
|
||
Net deferred income tax liabilities
|
|
$
|
(1,366
|
)
|
|
$
|
(1,986
|
)
|
(in millions)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Gross unrecognized tax benefits, beginning of period
|
|
$
|
81
|
|
|
$
|
129
|
|
|
$
|
220
|
|
Gross increases:
|
|
|
|
|
|
|
|
|
||||
Current year tax positions
|
|
8
|
|
|
6
|
|
|
11
|
|
|||
Prior year tax positions
|
|
5
|
|
|
18
|
|
|
10
|
|
|||
Gross decreases:
|
|
|
|
|
|
|
|
|
||||
Prior year tax positions
|
|
—
|
|
|
(48
|
)
|
|
(34
|
)
|
|||
Settlements
|
|
—
|
|
|
(10
|
)
|
|
(25
|
)
|
|||
Statute of limitations lapses
|
|
(5
|
)
|
|
(14
|
)
|
|
(53
|
)
|
|||
Gross unrecognized tax benefits, end of period
|
|
$
|
89
|
|
|
$
|
81
|
|
|
$
|
129
|
|
10.
|
Shareholders’ Equity
|
Payment Date
|
|
Amount per Share
|
|
Total Amount Paid
|
||||
|
|
|
|
(in millions)
|
||||
2013
|
|
$
|
1.0525
|
|
|
$
|
1,056
|
|
2012
|
|
0.8000
|
|
|
820
|
|
||
2011
|
|
0.6125
|
|
|
651
|
|
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
|
63
|
|
|
$
|
45
|
|
|
|
|
|
|||
Granted
|
8
|
|
|
58
|
|
|
|
|
|
||||
Exercised
|
(28
|
)
|
|
44
|
|
|
|
|
|
||||
Forfeited
|
(2
|
)
|
|
55
|
|
|
|
|
|
||||
Outstanding at end of period
|
41
|
|
|
48
|
|
|
4.5
|
|
|
$
|
1,121
|
|
|
Exercisable at end of period
|
30
|
|
|
46
|
|
|
3.1
|
|
|
879
|
|
||
Vested and expected to vest, end of period
|
40
|
|
|
48
|
|
|
4.5
|
|
|
1,110
|
|
(shares in millions)
|
|
Shares
|
|
Weighted-Average
Grant Date
Fair Value
per Share
|
|||
Nonvested at beginning of period
|
|
9
|
|
|
$
|
46
|
|
Granted
|
|
4
|
|
|
58
|
|
|
Vested
|
|
(1
|
)
|
|
38
|
|
|
Forfeited
|
|
(1
|
)
|
|
51
|
|
|
Nonvested at end of period
|
|
11
|
|
|
50
|
|
(in millions, except per share amounts)
|
|
For the Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
|||||||
Stock Options and SARs
|
|
|
|
|
|
|
||||||
Weighted-average grant date fair value of shares granted, per share
|
|
$
|
19
|
|
|
$
|
18
|
|
|
$
|
15
|
|
Total intrinsic value of stock options and SARs exercised
|
|
592
|
|
|
559
|
|
|
327
|
|
|||
Restricted Shares
|
|
|
|
|
|
|
||||||
Weighted-average grant date fair value of shares granted, per share
|
|
58
|
|
|
52
|
|
|
42
|
|
|||
Total fair value of restricted shares vested
|
|
$
|
31
|
|
|
$
|
716
|
|
|
$
|
113
|
|
Employee Stock Purchase Plan
|
|
|
|
|
|
|
||||||
Number of shares purchased
|
|
3
|
|
|
3
|
|
|
3
|
|
|||
Share-Based Compensation Items
|
|
|
|
|
|
|
||||||
Share-based compensation expense, before tax
|
|
$
|
331
|
|
|
$
|
421
|
|
|
$
|
401
|
|
Share-based compensation expense, net of tax effects
|
|
239
|
|
|
299
|
|
|
260
|
|
|||
Income tax benefit realized from share-based award exercises
|
|
206
|
|
|
461
|
|
|
170
|
|
(in millions, except years)
|
|
December 31, 2013
|
||
Unrecognized compensation expense related to share awards
|
|
$
|
310
|
|
Weighted-average years to recognize compensation expense
|
|
1.3
|
|
|
|
2013
|
|
2012
|
|
2011
|
Risk-free interest rate
|
|
1.0% - 1.6%
|
|
0.7% - 0.9%
|
|
0.9% - 2.3%
|
Expected volatility
|
|
41.0% - 43.0%
|
|
43.2% - 44.0%
|
|
44.3% - 45.1%
|
Expected dividend yield
|
|
1.4% - 1.6%
|
|
1.2% - 1.7%
|
|
1.0% - 1.4%
|
Forfeiture rate
|
|
5.0%
|
|
5.0%
|
|
5.0%
|
Expected life in years
|
|
5.3
|
|
5.3 - 5.6
|
|
4.9 - 5.0
|
12.
|
Commitments and Contingencies
|
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 active and retired military and their families through the TRICARE program (West Region). 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’s primary customers oversee Medicaid plans, the Children’s Health Insurance Program, 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
|
•
|
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 use OptumInsight to reduce costs, meet compliance mandates, improve clinical performance and adapt to the changing health system landscape.
|
•
|
OptumRx
offers pharmacy benefit management services and programs including retail pharmacy network management services, mail order and specialty pharmacy services, manufacturer rebate contracting and administration, benefit plan design and consultation, claims processing, and a variety of clinical programs such as formulary management and compliance, drug utilization review and disease and drug therapy management services.
|
|
|
|
|
Optum
|
|
|
|
|
||||||||||||||||||||
(in millions)
|
|
UnitedHealthcare
|
|
OptumHealth
|
|
OptumInsight
|
|
OptumRx
|
|
Total Optum
|
|
Corporate and
Intersegment
Eliminations
|
|
Consolidated
|
||||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenues - external customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Premiums
|
|
$
|
107,024
|
|
|
$
|
2,533
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,533
|
|
|
$
|
—
|
|
|
$
|
109,557
|
|
Services
|
|
6,180
|
|
|
819
|
|
|
1,902
|
|
|
96
|
|
|
2,817
|
|
|
—
|
|
|
8,997
|
|
|||||||
Products
|
|
8
|
|
|
19
|
|
|
92
|
|
|
3,071
|
|
|
3,182
|
|
|
—
|
|
|
3,190
|
|
|||||||
Total revenues - external customers
|
|
113,212
|
|
|
3,371
|
|
|
1,994
|
|
|
3,167
|
|
|
8,532
|
|
|
—
|
|
|
121,744
|
|
|||||||
Total revenues - intersegment
|
|
—
|
|
|
6,357
|
|
|
1,179
|
|
|
20,839
|
|
|
28,375
|
|
|
(28,375
|
)
|
|
—
|
|
|||||||
Investment and other income
|
|
617
|
|
|
127
|
|
|
1
|
|
|
—
|
|
|
128
|
|
|
—
|
|
|
745
|
|
|||||||
Total revenues
|
|
$
|
113,829
|
|
|
$
|
9,855
|
|
|
$
|
3,174
|
|
|
$
|
24,006
|
|
|
$
|
37,035
|
|
|
$
|
(28,375
|
)
|
|
$
|
122,489
|
|
Earnings from operations
|
|
$
|
7,309
|
|
|
$
|
976
|
|
|
$
|
603
|
|
|
$
|
735
|
|
|
$
|
2,314
|
|
|
$
|
—
|
|
|
$
|
9,623
|
|
Interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(708
|
)
|
|
(708
|
)
|
|||||||
Earnings before income taxes
|
|
$
|
7,309
|
|
|
$
|
976
|
|
|
$
|
603
|
|
|
$
|
735
|
|
|
$
|
2,314
|
|
|
$
|
(708
|
)
|
|
$
|
8,915
|
|
Total assets
|
|
$
|
62,545
|
|
|
$
|
9,329
|
|
|
$
|
5,971
|
|
|
$
|
4,525
|
|
|
$
|
19,825
|
|
|
$
|
(488
|
)
|
|
$
|
81,882
|
|
Purchases of property, equipment and capitalized software
|
|
824
|
|
|
234
|
|
|
171
|
|
|
78
|
|
|
483
|
|
|
—
|
|
|
1,307
|
|
|||||||
Depreciation and amortization
|
|
869
|
|
|
178
|
|
|
221
|
|
|
107
|
|
|
506
|
|
|
—
|
|
|
1,375
|
|
|||||||
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
|
|
14.
|
Quarterly Financial Data (Unaudited)
|
|
|
For the Quarter Ended
|
||||||||||||||
(in millions, except per share data)
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2013
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
30,340
|
|
|
$
|
30,408
|
|
|
$
|
30,624
|
|
|
$
|
31,117
|
|
Operating costs
|
|
28,201
|
|
|
28,007
|
|
|
27,993
|
|
|
28,665
|
|
||||
Earnings from operations
|
|
2,139
|
|
|
2,401
|
|
|
2,631
|
|
|
2,452
|
|
||||
Net earnings
|
|
1,240
|
|
|
1,436
|
|
|
1,570
|
|
|
1,427
|
|
||||
Net earnings attributable to UnitedHealth Group common shareholders
|
|
1,192
|
|
|
1,436
|
|
|
1,570
|
|
|
1,427
|
|
||||
Net earnings per share attributable to UnitedHealth Group common shareholders:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
1.17
|
|
|
1.42
|
|
|
1.56
|
|
|
1.43
|
|
||||
Diluted
|
|
1.16
|
|
|
1.40
|
|
|
1.53
|
|
|
1.41
|
|
||||
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
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
/s/ DELOITTE & TOUCHE LLP
|
|
Minneapolis, Minnesota
|
February 12, 2014
|
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
|
|
(b)
Weighted-average
exercise
price of
outstanding
options, warrants
and rights
|
|
(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)
|
|
41
|
|
|
$
|
48
|
|
|
52
|
|
(3)
|
Equity compensation plans not approved by shareholders
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
(2)
|
|
41
|
|
|
$
|
48
|
|
|
52
|
|
|
(1)
|
Consists of the UnitedHealth Group Incorporated 2011 Stock Incentive Plan, as amended, and the UnitedHealth Group 1993 ESPP, as amended.
|
(2)
|
Excludes 48,000 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 $38 and an average remaining term of approximately 1.1 years. The options are administered pursuant to the terms of the plan under which the options originally were granted. No future awards will be granted under these acquired plans.
|
(3)
|
Includes 17 million shares of common stock available for future issuance under the Employee Stock Purchase Plan as of December 31, 2013, and 35 million shares available under the 2011 Stock Incentive Plan as of December 31, 2013. 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 14 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 filed on May 30, 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 filed on October 26, 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
|
*10.3
|
|
|
Form of Agreement for Non-Qualified Stock Option Award for International Participants under UnitedHealth Group Incorporated's 2011 Stock Incentive Plan
|
*10.4
|
|
|
Form of Addendum for Non-Qualified Stock Option Award Agreement for International Participants under UnitedHealth Group Incorporated's 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.37 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2012)
|
*10.5
|
|
|
Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on May 27, 2011)
|
*10.6
|
|
|
Form of Agreement for Restricted Stock Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on May 27, 2011)
|
*10.7
|
|
|
Form of Agreement for Stock Appreciation Rights Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on May 27, 2011)
|
*10.8
|
|
|
Form of Agreement for Performance-based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on May 27, 2011)
|
*10.9
|
|
|
Form of Agreement for Initial Deferred Stock Unit Award to Non-Employee Directors under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on May 27, 2011)
|
*10.10
|
|
|
Form of Agreement for Deferred Stock Unit Award to Non-Employee Directors under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on May 27, 2011)
|
*10.11
|
|
|
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)
|
*10.12
|
|
|
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)
|
*10.13
|
|
|
Amendment, dated as of December 21, 2012, of Amended and Restated UnitedHealth Group Incorporated 2008 Executive Incentive Plan (incorporated by reference to Exhibit 10.11 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2012)
|
*10.14
|
|
|
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)
|
*10.15
|
|
|
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 filed on November 3, 2006)
|
*10.16
|
|
|
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)
|
*10.17
|
|
|
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)
|
*10.18
|
|
|
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)
|
*10.19
|
|
|
Summary of Non-Management Director Compensation, effective as of October 1, 2013 (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013)
|
*10.20
|
|
|
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)
|
*10.21
|
|
|
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)
|
*10.22
|
|
|
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)
|
*10.23
|
|
|
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 filed on November 8, 2006)
|
*10.24
|
|
|
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)
|
*10.25
|
|
|
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 filed on November 8, 2006)
|
*10.26
|
|
|
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)
|
*10.27
|
|
|
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)
|
*10.28
|
|
|
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 filed on December 15, 2010)
|
*10.29
|
|
|
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)
|
*10.30
|
|
|
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)
|
*10.31
|
|
|
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)
|
*10.32
|
|
|
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)
|
*10.33
|
|
|
Amended Employment Agreement, effective as of November 1, 2012, between Amil Assistência Médica Internacional S.A. and Dr. Edson de Godoy Bueno (incorporated by reference to Exhibit 10.32 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2012)
|
*10.34
|
|
|
Employment Agreement, effective as of January 1, 2013, between United HealthCare Services, Inc. and Marianne D. Short
|
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
|
|
|
Computation of 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, 2013, filed on February 12, 2014, 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 12, 2014
|
(in millions, except per share data)
|
|
December 31,
2013 |
|
December 31,
2012 |
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
822
|
|
|
$
|
1,025
|
|
Short-term notes receivable from subsidiaries
|
|
11
|
|
|
2,889
|
|
||
Deferred income taxes and other current assets
|
|
214
|
|
|
225
|
|
||
Total current assets
|
|
1,047
|
|
|
4,139
|
|
||
Equity in net assets of subsidiaries
|
|
44,301
|
|
|
43,724
|
|
||
Long-term notes receivable from subsidiaries
|
|
4,215
|
|
|
—
|
|
||
Other assets
|
|
144
|
|
|
106
|
|
||
Total assets
|
|
$
|
49,707
|
|
|
$
|
47,969
|
|
|
|
|
|
|
||||
Liabilities and shareholders’ equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable and accrued liabilities
|
|
$
|
335
|
|
|
$
|
356
|
|
Note payable to subsidiary
|
|
215
|
|
|
175
|
|
||
Commercial paper and current maturities of long-term debt
|
|
1,935
|
|
|
2,541
|
|
||
Total current liabilities
|
|
2,485
|
|
|
3,072
|
|
||
Long-term debt, less current maturities
|
|
14,804
|
|
|
13,602
|
|
||
Deferred income taxes and other liabilities
|
|
269
|
|
|
117
|
|
||
Total liabilities
|
|
17,558
|
|
|
16,791
|
|
||
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; 988 and 1,019 issued and outstanding
|
|
10
|
|
|
10
|
|
||
Additional paid-in capital
|
|
—
|
|
|
66
|
|
||
Retained earnings
|
|
33,047
|
|
|
30,664
|
|
||
Accumulated other comprehensive (loss) income
|
|
(908
|
)
|
|
438
|
|
||
Total UnitedHealth Group shareholders’ equity
|
|
32,149
|
|
|
31,178
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
49,707
|
|
|
$
|
47,969
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Investment and other income
|
|
$
|
252
|
|
|
$
|
28
|
|
|
$
|
3
|
|
Total revenues
|
|
252
|
|
|
28
|
|
|
3
|
|
|||
Operating costs:
|
|
|
|
|
|
|
||||||
Operating costs
|
|
(9
|
)
|
|
(2
|
)
|
|
25
|
|
|||
Interest expense
|
|
618
|
|
|
566
|
|
|
451
|
|
|||
Total operating costs
|
|
609
|
|
|
564
|
|
|
476
|
|
|||
Loss before income taxes
|
|
(357
|
)
|
|
(536
|
)
|
|
(473
|
)
|
|||
Benefit for income taxes
|
|
130
|
|
|
192
|
|
|
167
|
|
|||
Loss of parent company
|
|
(227
|
)
|
|
(344
|
)
|
|
(306
|
)
|
|||
Equity in undistributed income of subsidiaries
|
|
5,852
|
|
|
5,870
|
|
|
5,448
|
|
|||
Net earnings
|
|
5,625
|
|
|
5,526
|
|
|
5,142
|
|
|||
Other comprehensive (loss) income
|
|
(1,346
|
)
|
|
(23
|
)
|
|
209
|
|
|||
Comprehensive income
|
|
$
|
4,279
|
|
|
$
|
5,503
|
|
|
$
|
5,351
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Operating activities
|
|
|
|
|
|
|
||||||
Cash flows from operating activities
|
|
$
|
5,099
|
|
|
$
|
6,116
|
|
|
$
|
5,560
|
|
Investing activities
|
|
|
|
|
|
|
||||||
Issuance of notes to subsidiaries
|
|
(1,517
|
)
|
|
(4,149
|
)
|
|
—
|
|
|||
Repayments of notes receivable from subsidiaries
|
|
275
|
|
|
—
|
|
|
—
|
|
|||
Cash paid for acquisitions
|
|
(274
|
)
|
|
(3,737
|
)
|
|
(2,081
|
)
|
|||
Capital contributions to subsidiaries
|
|
(942
|
)
|
|
(99
|
)
|
|
(171
|
)
|
|||
Cash flows used for investing activities
|
|
(2,458
|
)
|
|
(7,985
|
)
|
|
(2,252
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
||||||
Common stock repurchases
|
|
(3,170
|
)
|
|
(3,084
|
)
|
|
(2,994
|
)
|
|||
Proceeds from common stock issuances
|
|
598
|
|
|
1,078
|
|
|
381
|
|
|||
Cash dividends paid
|
|
(1,056
|
)
|
|
(820
|
)
|
|
(651
|
)
|
|||
(Repayments of) proceeds from commercial paper, net
|
|
(474
|
)
|
|
1,587
|
|
|
(933
|
)
|
|||
Proceeds from issuance of long term debt
|
|
2,235
|
|
|
3,966
|
|
|
2,234
|
|
|||
Repayments of long-term debt
|
|
(943
|
)
|
|
(986
|
)
|
|
(955
|
)
|
|||
Interest rate swap termination
|
|
—
|
|
|
—
|
|
|
132
|
|
|||
Proceeds of note from subsidiary
|
|
40
|
|
|
30
|
|
|
15
|
|
|||
Other
|
|
(74
|
)
|
|
(383
|
)
|
|
53
|
|
|||
Cash flows used for financing activities
|
|
(2,844
|
)
|
|
1,388
|
|
|
(2,718
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
|
(203
|
)
|
|
(481
|
)
|
|
590
|
|
|||
Cash and cash equivalents, beginning of period
|
|
1,025
|
|
|
1,506
|
|
|
916
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
822
|
|
|
$
|
1,025
|
|
|
$
|
1,506
|
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow disclosures
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
618
|
|
|
$
|
547
|
|
|
$
|
418
|
|
Cash paid for income taxes
|
|
2,765
|
|
|
2,666
|
|
|
2,739
|
|
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 12, 2014
|
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 12, 2014
|
David S. Wichmann
|
|
|
|
|
/s/ ERIC S. RANGEN
|
|
Senior Vice President and
Chief Accounting Officer
(principal accounting officer)
|
|
February 12, 2014
|
Eric S. Rangen
|
|
|
|
|
*
|
|
Director
|
|
February 12, 2014
|
William C. Ballard, Jr.
|
|
|
|
|
*
|
|
Director
|
|
February 12, 2014
|
Edson Bueno
|
|
|
|
|
*
|
|
Director
|
|
February 12, 2014
|
Richard T. Burke
|
|
|
|
|
*
|
|
Director
|
|
February 12, 2014
|
Robert J. Darretta
|
|
|
|
|
*
|
|
Director
|
|
February 12, 2014
|
Michele J. Hooper
|
|
|
|
|
*
|
|
Director
|
|
February 12, 2014
|
Rodger A. Lawson
|
|
|
|
|
*
|
|
Director
|
|
February 12, 2014
|
Douglas W. Leatherdale
|
|
|
|
|
*
|
|
Director
|
|
February 12, 2014
|
Glenn M. Renwick
|
|
|
|
|
*
|
|
Director
|
|
February 12, 2014
|
Kenneth I. Shine
|
|
|
|
|
*
|
|
Director
|
|
February 12, 2014
|
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 filed on May 30, 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 filed on October 26, 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
|
*10.3
|
|
|
Form of Agreement for Non-Qualified Stock Option Award for International Participants under UnitedHealth Group Incorporated's 2011 Stock Incentive Plan
|
*10.4
|
|
|
Form of Addendum for Non-Qualified Stock Option Award Agreement for International Participants under UnitedHealth Group Incorporated's 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.37 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2012)
|
*10.5
|
|
|
Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on May 27, 2011)
|
*10.6
|
|
|
Form of Agreement for Restricted Stock Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on May 27, 2011)
|
*10.7
|
|
|
Form of Agreement for Stock Appreciation Rights Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on May 27, 2011)
|
*10.8
|
|
|
Form of Agreement for Performance-based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on May 27, 2011)
|
*10.9
|
|
|
Form of Agreement for Initial Deferred Stock Unit Award to Non-Employee Directors under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on May 27, 2011)
|
*10.10
|
|
|
Form of Agreement for Deferred Stock Unit Award to Non-Employee Directors under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on May 27, 2011)
|
*10.11
|
|
|
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)
|
*10.12
|
|
|
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)
|
*10.13
|
|
|
Amendment, dated as of December 21, 2012, of Amended and Restated UnitedHealth Group Incorporated 2008 Executive Incentive Plan (incorporated by reference to Exhibit 10.11 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2012)
|
*10.14
|
|
|
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)
|
*10.15
|
|
|
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 filed on November 3, 2006)
|
*10.16
|
|
|
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)
|
*10.17
|
|
|
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)
|
*10.18
|
|
|
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)
|
*10.19
|
|
|
Summary of Non-Management Director Compensation, effective as of October 1, 2013 (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013)
|
*10.20
|
|
|
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)
|
*10.21
|
|
|
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)
|
*10.22
|
|
|
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)
|
*10.23
|
|
|
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 filed on November 8, 2006)
|
*10.24
|
|
|
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)
|
*10.25
|
|
|
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 filed on November 8, 2006)
|
*10.26
|
|
|
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)
|
*10.27
|
|
|
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)
|
*10.28
|
|
|
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 filed on December 15, 2010)
|
*10.29
|
|
|
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)
|
*10.30
|
|
|
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)
|
*10.31
|
|
|
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)
|
*10.32
|
|
|
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)
|
*10.33
|
|
|
Amended Employment Agreement, effective as of November 1, 2012, between Amil Assistência Médica Internacional S.A. and Dr. Edson de Godoy Bueno (incorporated by reference to Exhibit 10.32 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2012)
|
*10.34
|
|
|
Employment Agreement, effective as of January 1, 2013, between United HealthCare Services, Inc. and Marianne D. Short
|
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
|
|
|
Computation of 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, 2013, filed on February 12, 2014, 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.
|
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
|
(iv)
|
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
|
(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.
|
Award Date
[Grant Date]
|
|
Option Shares
[Number of Shares Granted]
|
|
Exercise Price
[Price]
|
|
Expiration Date
[Expiration Date]
|
(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.
|
A.
|
Employment
. UnitedHealth Group hereby employs Executive, and Executive accepts employment, under this Agreement’s terms.
|
B.
|
Title and Duties
. Executive will be employed as the Executive Vice President and Chief Legal Officer of UnitedHealth Group Incorporated, will be duly appointed an officer of UnitedHealth Group Incorporated and will report directly to the Chief Executive Officer of UnitedHealth Group Incorporated. Executive will perform such duties, 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 Code of Conduct, as amended from time to time. 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 $750,000.00, less applicable withholdings and deductions, payable according to UnitedHealth Group’s regular payroll schedule. Periodic adjustments to Executive’s base salary may be made in UnitedHealth Group’s sole discretion.
|
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 annual target bonus potential will be 100% of annual base salary, and the initial long-term (3-year) cash incentive target bonus potential will be 50% of annual base salary, subject to periodic adjustments in UnitedHealth Group’s discretion.
|
C.
|
Equity Awards.
Executive will be eligible for stock-based awards in UnitedHealth Group’s discretion. In accordance with guideline amounts authorized by UnitedHealth Group’s Compensation and Human Resources Committee, management will recommend that, in connection with the annual grant process in February, 2013, Executive be awarded equity compensation in the form of (i) Restricted Stock Units with a value of $1,000,000, (ii) Performance-Based Restricted Stock Units with a value of $1,000,000, at target for the performance period January 1, 2013 through December 31, 2015, and (iii) Non-Qualified Stock Options (Options) with a Financial Accounting Standards (FAS) value of $1,000,000. Subject to the terms of the applicable equity award certificate and the UnitedHealth Group Incorporated 2011 Stock Incentive Plan, the Restricted Stock Units (other than the Performance-Based Restricted Stock Units) and Options shall vest 25% on each of the first through fourth anniversaries of the grant date.
|
D.
|
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, UnitedHealth Group shall provide Executive, at UnitedHealth Group’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 policy terms.
|
E.
|
Sign-On Compensation
. In connection with the commencement of Executive’s employment, UnitedHealth Group also agrees (i) in accordance with guideline amounts authorized by UnitedHealth Group’s Compensation and Human Resources Committee, management will recommend that Executive be awarded equity compensation, in addition to that referenced in Section 2(A) above, in the form of restricted stock units with a value of $1,000,000, which will be reviewed by the
|
A.
|
By Mutual Agreement
. The parties may terminate Executive’s employment at any time by mutual agreement.
|
B.
|
By UnitedHealth Group without Cause
. UnitedHealth Group may terminate Executive’s employment without Cause upon 90 days’ prior written notice.
|
C.
|
By UnitedHealth Group with Cause
. UnitedHealth Group may terminate Executive’s employment at any time for Cause. “Cause” means Executive’s (a) material failure to follow UnitedHealth Group’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, UnitedHealth Group’s Code of Conduct, as amended from time to time, (c) conviction of any felony, (d) commission of any criminal, fraudulent, or dishonest act in connection with Executive’s employment, (e) material breach of this Agreement, or (f) conduct that is materially detrimental to UnitedHealth Group’s interests. UnitedHealth Group will, within 120 days of discovery of the conduct, give Executive written notice specifying the conduct constituting Cause in reasonable detail and Executive 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 120 days of discovery shall be a waiver of its right to assert the subject conduct as a basis for termination for Cause.
|
D.
|
By Executive without Good Reason
. Executive may terminate Executive’s employment at any time for any reason, including due to Executive’s retirement.
|
E.
|
By Executive for Good Reason
. Executive may terminate Executive’s employment for Good Reason, as defined below. Executive must give UnitedHealth Group written notice specifying in reasonable detail the circumstances constituting Good Reason, within 120 days of becoming aware of
|
F.
|
Due to Executive’s Death or Disability.
Executive’s employment will terminate automatically if Executive dies, effective as of the date of Executive’s death. UnitedHealth Group may terminate Executive’s employment due to Executive’s disability that renders Executive incapable of performing the essential functions of Executive’s job, with or without reasonable accommodation. Executive will not be entitled to Severance Benefits under Section 4 in the event of termination due to Executive’s death or disability.
|
4.
|
Severance Benefits
.
|
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. 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 of the Internal Revenue Code of 1986 and its accompanying regulations (“Section 409A”) and will be referred to herein as a “Termination.” For purposes of this Agreement, Executive will be considered to have experienced a Termination 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 In consideration of the Severance Benefits in this Agreement, Executive waives any payments or benefits to which Executive otherwise might be or become entitled under any UnitedHealth Group severance plan or program.
|
B.
|
Severance Benefits
. Subject to Section 4.C, Executive shall be entitled to the following Severance Benefits if Executive experiences a Termination under the circumstances described in Section 4.A above:
|
C.
|
Separation Agreement and Release Required
. In order to receive any Severance Benefits under this Agreement, Executive must timely sign a separation agreement
|
5.
|
Property Rights, Confidentiality, Non-Disparagement, and Restrictive Covenants
.
|
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
|
C.
|
Non-Disparagement
. Executive agrees not to criticize, make any negative comments about 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 or 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/she 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, engage in any of the following activities:
|
i.
|
Non-Solicitation.
Executive will not:
|
(a)
|
Solicit or conduct business with any business competitive with UnitedHealth Group from any person or entity: (1) who was a UnitedHealth Group provider or customer within the 12 months before Executive’s employment termination and with whom Executive had contact regarding UnitedHealth Group’s activity, products or services, or for whom Executive provided services or supervised employees who provided those services, or about whom Executive learned Confidential Information during employment related to UnitedHealth Group’s provision of products and services to such person or entity, or (2) was a prospective provider or customer UnitedHealth Group solicited within the 12 months before Executive’s employment termination and with whom Executive had contact for the purposes of soliciting the person or entity to become a provider or customer of UnitedHealth Group, or supervised employees who had those contacts, or about whom Executive learned Confidential Information during employment related to
|
(b)
|
Raid, hire, employ, recruit or solicit any UnitedHealth Group employee or consultant who possesses Confidential Information of UnitedHealth Group to leave UnitedHealth Group to join a competitor;
|
(c)
|
Induce or influence any UnitedHealth Group employee, consultant, or provider who possesses Confidential Information of UnitedHealth Group to terminate his, her or its employment or other relationship with UnitedHealth Group; or
|
(d)
|
Assist anyone in any of the activities listed above.
|
ii.
|
Non-Competition
.
Executive will not:
|
(a)
|
Engage in or participate in any activity that competes, directly or indirectly, with any UnitedHealth Group activity, product or service that Executive engaged in, participated in, or had Confidential Information about during Executive’s last 36 months of employment with UnitedHealth Group; or
|
(b)
|
Assist anyone in any of the activities listed above.
|
iii.
|
Because UnitedHealth Group’s business competes on a nationwide basis, the Executive’s obligations under this “Restrictive Covenants” section shall apply on a nationwide basis anywhere in the United States.
|
iv.
|
To the extent Executive and UnitedHealth Group agree at any time to enter into separate agreements containing restrictive covenants with different or inconsistent terms than those contained herein, Executive and UnitedHealth Group acknowledge and agree that such different or inconsistent terms shall not in any way affect or have relevance to the Restrictive Covenants contained herein.
|
E.
|
Cooperation and Indemnification
. Executive agrees to cooperate fully (i) with UnitedHealth Group in the investigation, prosecution or defense of any potential claims or concerns regarding UnitedHealth Group’s business about which Executive has relevant knowledge, including by providing truthful information and testimony as reasonably requested by 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.
|
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.
|
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 the terms of any stock option, restricted stock, or stock appreciation rights plan or award.
|
D.
|
Choice of Law
. Minnesota law governs this Agreement.
|
E.
|
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
|
F.
|
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.
|
G.
|
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 Employment Arbitration Policy, as it may be amended from time to time. The arbitrator(s) may not vary this Agreement’s terms and must apply applicable law.
|
H.
|
Payment of Deferred Compensation - Section 409A.
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. UnitedHealth Group shall have no obligation to indemnify or otherwise hold Executive harmless from any such taxes, interest or penalties, or from liability for any damages related thereto.
|
I.
|
Electronic Transmission/Counterparts
. The executed version of this Agreement may be delivered by facsimile or email, and upon receipt, such transmission shall be deemed delivery of an original. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, and all of which together will constitute one document.
|
United HealthCare Services, Inc.
|
|
Executive
|
|
|
|
By /s/ Lori Sweere
|
|
/s/ Marianne D. Short
|
Its EVP/Human Capital
|
|
|
|
|
|
Date 12-5-12
|
|
Date 12-5-12
|
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
||||||||||
(dollars in millions)
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Earnings before income taxes
|
|
$
|
8,915
|
|
|
$
|
8,622
|
|
|
$
|
7,959
|
|
|
$
|
7,383
|
|
|
$
|
5,808
|
|
Fixed charges
|
|
839
|
|
|
732
|
|
|
594
|
|
|
570
|
|
|
642
|
|
|||||
Total earnings available for fixed charges
|
|
$
|
9,754
|
|
|
$
|
9,354
|
|
|
$
|
8,553
|
|
|
$
|
7,953
|
|
|
$
|
6,450
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
$
|
708
|
|
|
$
|
632
|
|
|
$
|
505
|
|
|
$
|
481
|
|
|
$
|
551
|
|
Interest component of rental payments
|
|
131
|
|
|
100
|
|
|
89
|
|
|
89
|
|
|
91
|
|
|||||
Total fixed charges
|
|
$
|
839
|
|
|
$
|
732
|
|
|
$
|
594
|
|
|
$
|
570
|
|
|
$
|
642
|
|
Ratio of earnings to fixed charges
|
|
11.6
|
|
|
12.8
|
|
|
14.4
|
|
|
14.0
|
|
|
10.0
|
|
Name of Entity
|
|
State or Country of Jurisdiction or Domicile
|
|
Doing Business As
|
310 Canyon Medical, LLC
|
|
CA
|
|
|
ACN Group IPA of New York, Inc.
|
|
NY
|
|
|
ACN Group of California, Inc.
|
|
CA
|
|
OptumHealth Physical Health of California
|
AHJV MSO, Inc.
|
|
DE
|
|
|
AHJV, Inc.
|
|
DE
|
|
|
A-Life Medical, LLC
|
|
CA
|
|
|
All Savers Insurance Company
|
|
IN
|
|
|
All Savers Life Insurance Company of California
|
|
CA
|
|
|
AmeriChoice Corporation
|
|
DE
|
|
|
AmeriChoice Health Services, Inc.
|
|
DE
|
|
|
AmeriChoice of Connecticut, Inc.
|
|
CT
|
|
|
AmeriChoice of Georgia, Inc.
|
|
GA
|
|
|
AmeriChoice of New Jersey, Inc.
|
|
NJ
|
|
UnitedHealthcare Community Plan
|
Amico Saúde Ltda.
|
|
Brazil
|
|
|
Amil Assistência Médica Internacional S.A.
|
|
Brazil
|
|
|
Amil Clinical Research Participações Ltda.
|
|
Brazil
|
|
|
AMIL International S.á.r.l.
|
|
Luxembourg
|
|
|
Amil Lifesciences Participações Ltda.
|
|
Brazil
|
|
|
Aperture Credentialing, Inc.
|
|
DE
|
|
|
Arizona Physicians IPA, Inc.
|
|
AZ
|
|
UnitedHealthcare Arizona Physicians IPA
UnitedHealthcare Community Plan |
ASI Global, LLC
|
|
TX
|
|
|
Aveta Arizona, Inc.
|
|
AZ
|
|
|
Aveta Colorado, Inc.
|
|
DE
|
|
|
Aveta Health Solutions Inc.
|
|
DE
|
|
|
Aveta Inc.
|
|
DE
|
|
|
Aveta Kansas City, Inc.
|
|
KS
|
|
|
Aveta Tennessee, Inc.
|
|
DE
|
|
|
bConnected Software, Inc.
|
|
DE
|
|
|
Behavioral Healthcare Options, Inc.
|
|
NV
|
|
|
Bosque Medical Center S.A.
|
|
Brazil
|
|
|
CanReg (Europe) Limited
|
|
Ireland
|
|
|
Care Improvement Plus Group Management, LLC
|
|
MD
|
|
|
Care Improvement Plus of Maryland, Inc.
|
|
MD
|
|
|
Care Improvement Plus of Texas Insurance Company
|
|
TX
|
|
Care Improvement Plan
|
Care Improvement Plus Practitioners, LLC
|
|
MD
|
|
|
Care Improvement Plus South Central Insurance Company
|
|
AR
|
|
|
Care Improvement Plus Wisconsin Insurance Company
|
|
WI
|
|
|
CareMedic Systems, LLC
|
|
CA
|
|
|
Carlton Life - Residências e Serviços S.A.
|
|
Portugal
|
|
|
Catalyst360, LLC
|
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DE
|
|
|
Cemed Care Empresa de Atendimento Clínico Geral Ltda.
|
|
Brazil
|
|
|
ChinaGate (Hong Kong) Limited
|
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Hong Kong
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|
OptumInsight
|
ChinaGate Company Limited
|
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China
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|
|
Citrus Health Care, Inc.
|
|
FL
|
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|
Coachella Valley Physicians of PrimeCare, Inc.
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CA
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Collaborative Care Holdings, LLC
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DE
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Collaborative Care Services, Inc.
|
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DE
|
|
|
Collaborative Care Solutions, LLC
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DE
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NextDoor Health
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Comfort Care Transportation, LLC
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TX
|
|
|
Commonwealth Administrators, LLC
|
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KY
|
|
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Connextions HCI NM, LLC
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NM
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Connextions HCI, LLC
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FL
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Connextions, Inc.
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FL
|
|
Connextions
Connextions Health |
DBP Services of New York IPA, Inc.
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NY
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|
|
Dental Benefit Providers of California, Inc.
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CA
|
|
OptumHealth Dental of California
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Dental Benefit Providers of Illinois, Inc.
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IL
|
|
|
Dental Benefit Providers, Inc.
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DE
|
|
DBP Services
DBP Services Inc. |
Distance Learning Network, Inc.
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DE
|
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i3CME
OptumHealth Education |
Duncan Printing Services, LLC
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SC
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|
|
Electronic Network Systems, Inc.
|
|
DE
|
|
|
ELG FZE
|
|
Dubai
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|
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Esho – Empresa de Serviços Hospitalares S.A
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|
Brazil
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Etho – Empresa de Tecnologia Hospitalar Ltda.
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Brazil
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Evercare Collaborative Solutions, Inc.
|
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DE
|
|
|
Evercare Hospice, Inc.
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DE
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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
|
|
Evercare Select
UnitedHealthcare Community Plan |
Excellion Serviços Biomédicos S.A.
|
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Brazil
|
|
|
Executive Health Resources, Inc.
|
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PA
|
|
|
Exploration Logistics BC Limited
|
|
Canada
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Exploration Logistics Nova Scotia Limited
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Canada
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Family Health Care Services
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NV
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Family Home Hospice, Inc.
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NV
|
|
COU, Inc.
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FMG Holdings, LLC
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DE
|
|
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FontierMEDEX Canada Limited
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Canada
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|
FOR HEALTH OF ARIZONA, INC.
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AZ
|
|
INSPRIS of Arizona
Care Level Management of Arizona Medical Services |
For Health, Inc.
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DE
|
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Frontier Medex Tanzania Limited
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Tanzania
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FrontierMEDEX (RMS), Inc.
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DE
|
|
|
FrontierMEDEX Canada Holdings Ltd.
|
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Canada
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FrontierMEDEX Canada Limited
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Canada
|
|
|
FrontierMEDEX Government Services, LLC
|
|
DE
|
|
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FrontierMEDEX Kenya Limited
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Kenya
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FrontierMEDEX Limited
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UK
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FrontierMEDEX US, Inc.
|
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DE
|
|
|
FrontierMEDEX, Inc.
|
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MN
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Golden Rule Financial Corporation
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DE
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Golden Rule Insurance Company
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IN
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UnitedHealthOne
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H&W Indemnity, (SPC), Ltd.
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Caymans
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Health Net Insurance of New York, Inc.
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NY
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Health Net Services (Bermuda) Ltd.
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Bermuda
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Health Plan of Nevada, Inc.
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NV
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Health Technology Analysts Pty. Limited
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Australia
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Innovus
OptumInsight |
HealthAllies, Inc.
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DE
|
|
OptumHealth Allies
UnitedHealth Allies |
Hospice Inspiris Holdings, Inc.
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TN
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Hospice Inspiris of Pennsylvania, Inc.
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TN
|
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Evercare Hospice & Palliative Care
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Hospice Inspiris of Texas, Inc.
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TN
|
|
Evercare Hospice & Palliative Care
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Hospital Alvorada de Taguatinga Ltda.
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Brazil
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Hospital Monte Klinikum S/S Ltda.
|
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Brazil
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HPP - Hospitais Privados de Portugal, SGPS, S.A.
|
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Portugal
|
|
|
HPP A.C.E.
|
|
Portugal
|
|
|
HPP Algarve, S.A.
|
|
Portugal
|
|
|
HPP Boavista, S.A.
|
|
Portugal
|
|
|
HPP Lusiadas, S.A.
|
|
Portugal
|
|
|
HPP Saúde - Parcerias Cascais, S.A.
|
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Portugal
|
|
|
HPP Viseu, S.A.
|
|
Portugal
|
|
|
Humedica, Inc
|
|
DE
|
|
|
Hygeia Corporation
|
|
DE
|
|
|
Hygeia Corporation (Ontario)
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Ontario
|
|
|
Imed Star Serviços Médicos e Odontológicos Ltda.
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Brazil
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Information Network Corporation
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AZ
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|
Informed Choice HealthCare Alliance, Inc.
|
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IL
|
|
|
Ingenix Innovus (Netherlands) B.V.
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Netherlands
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|
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Ingram & Associates, LLC
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TN
|
|
Ingram BPO Services, LLC
Ingram & Associates, LLC (Tennessee) Ingram & Associates, (Tennessee) LLC |
INSPIRIS of New York IPA, Inc.
|
|
NY
|
|
Care Level Management of New York
INSPIRIS of New York IPA |
INSPIRIS of New York Management, Inc.
|
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NY
|
|
INSPIRIS of New York Management
|
Inspiris of Tennessee, Inc.
|
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TN
|
|
|
INSPIRIS of Texas Physician Group
|
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TX
|
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Inspiris Services Company
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TN
|
|
Care Level Management of Florida
Inspiris of Florida |
Inspiris, Inc.
|
|
DE
|
|
|
International Psychological Services Pty Limited
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Australia
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SMA Convenient Care
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Lifeprint Accountable Care Organization, LLC
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DE
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Lifeprint East, Inc.
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DE
|
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Lifeprint Health, Inc.
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DE
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Logisitics Health, Inc.
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WI
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Lynx Medical Systems, LLC
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WA
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M.K. Diagnóstico por Imagem Ltda.
|
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Brazil
|
|
|
MAMSI Insurance Resources, LLC
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MD
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MAMSI Life and Health Insurance Company
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MD
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MAMSI Life and Health
MLH |
Managed Physical Network, Inc.
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NY
|
|
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MD Ops, Inc.
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CA
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MD-Individual Practice Association, Inc.
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MD
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M.D. IPA
M.D. IPA HEALTH M.D. IPA PREFERRED |
MEDEX Insurance Services, Inc.
|
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MD
|
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|
Medica Health Plans of Florida, Inc.
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FL
|
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EZ Care
|
Medica Healthcare Plans, Inc.
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FL
|
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Medical Preparatory School of Allied Health, LLC
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TX
|
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Medical Transportation Services, LLC
|
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FL
|
|
|
MHC Real Estate Holdings, LLC
|
|
CA
|
|
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Midwest Security Life Insurance Company
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WI
|
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Monarch Financial Service, LLC
|
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CA
|
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Monarch Management Services, Inc.
|
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DE
|
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Monte Klinikum Diagnóstico por Imagem Ltda.
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Brazil
|
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NAMM Holdings, Inc.
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DE
|
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NAMM West, Inc.
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AZ
|
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National Pacific Dental, Inc.
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TX
|
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Neighborhood Health Partnership, Inc.
|
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FL
|
|
Neighborhood Health
Neighborhood Health Partnership NHP |
Netwerkes, LLC
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TN
|
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Nevada Medical Services LLC
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NV
|
|
Optum Collaborative Care Services
|
Nevada Pacific Dental
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NV
|
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|
North American Medical Management - Illinois, Inc.
|
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IL
|
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North American Medical Management California, Inc.
|
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TN
|
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Northern Nevada Health Network, Inc.
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NV
|
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OneNet PPO, LLC
|
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MD
|
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Optimum Choice, Inc.
|
|
MD
|
|
OCI
OCI HEALTH PLAN OCI PREFERRED OPTIMUM CHOICE OPTIMUM CHOICE HEALTH PLAN OPTIMUM CHOICE PREFERRED Optimum Choice Advantage |
Optum (Argentina) SRL
|
|
Argentina
|
|
|
Optum (France) SAS
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France
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|
Optum (Spain) S.A.U.
|
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Spain
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Optum Bank, Inc.
|
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UT
|
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Exante Bank
|
Optum Government Solutions, Inc.
|
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DE
|
|
Integris
Integris, Inc. |
Optum Health & Technology Limited
|
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UK
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Optum Health & Technology Serviços Do Brasil Ltda.
|
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Brazil
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Optum Labs Dimensions, Inc.
|
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DE
|
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|
Optum Labs, Inc.
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DE
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Optum Nevada Accountable Care Organization LLC
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DE
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Optum Public Sector Solutions, Inc.
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DE
|
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Ingenix Public Sector Solutions
Ingenix Public Sector Solutions, Inc. |
Optum Rocket, Inc.
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DE
|
|
|
Optum Services, Inc.
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DE
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Optum Solutions & Services Limited
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UK
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Optum Solutions UK Holdings Limited
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UK
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Optum UK Solutions Group Limited
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UK
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Optum, Inc.
|
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DE
|
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Optum360 Services, Inc.
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DE
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Optum360, LLC
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DE
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OptumHealth Care Solutions, Inc.
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MN
|
|
OptumHealth Care Solutions
|
OptumHealth Financial Services, Inc.
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DE
|
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OptumHealth Holdings, LLC
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DE
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OptumHealth International B.V.
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|
Netherlands
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|
OptumInsight (Canada) Inc.
|
|
Canada
|
|
CanReg
Innovus Optum(TM) OptumAperçu OptumInsight OptumInsight (Canada) Inc. Société CanReg Société OptumInsight (Canada) |
OptumInsight (Deutschland) GmbH
|
|
Germany
|
|
|
OptumInsight (Singapore) Pte. Ltd.
|
|
Singapore
|
|
|
OptumInsight (Sweden) AB
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|
Sweden
|
|
|
OptumInsight Holdings, LLC
|
|
DE
|
|
|
OptumInsight Italy S.r.l.
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Italy
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OptumInsight Korea LLC
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|
Republic of Korea
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OptumInsight Life Sciences, Inc.
|
|
DE
|
|
CanReg
Innovus QualityMetric QualityMetric Incorporated |
OptumInsight Poland sp. z.o.o.
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Poland
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|
OptumInsight, Inc.
|
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DE
|
|
Ingenix
Ingenix, Inc. Optum |
OptumRx Holdings, LLC
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DE
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OptumRx NY IPA, Inc.
|
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NY
|
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OptumRx, Inc.
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CA
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FirstLine Medical
hi HealthInnovations OptumRx Prescription Solutions Prescription Solutions by OptumRx |
Ovations, Inc.
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DE
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|
Oxford Benefit Management, Inc.
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CT
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Oxford Health Insurance, Inc.
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NY
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Oxford Health Plans (CT), Inc.
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CT
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Oxford Health Plans (NJ), Inc.
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NJ
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Oxford Health Plans (NY), Inc.
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NY
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Oxford Health Plans LLC
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DE
|
|
Oxford Agency - Oxford Health Plans, Inc.
|
PacifiCare Life and Health Insurance Company
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IN
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UnitedHealthOne
|
PacifiCare Life Assurance Company
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|
CO
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UnitedHealthOne
|
PacifiCare of Arizona, Inc.
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|
AZ
|
|
PacifiCare
Secure Horizons |
PacifiCare of Colorado, Inc.
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CO
|
|
Comprecare, Inc.
Secure Horizons |
PacifiCare of Nevada, Inc.
|
|
NV
|
|
PacifiCare
Secure Horizons |
Payment Resolution Services, LLC
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TN
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|
AIM Healthcare Services
AIM Healthcare Services, LLC AIM Services |
PCCCV, Inc.
|
|
CA
|
|
|
Personal Performance Consultants India Private Limited
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India
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Personal Performance Consultants UK Limited
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UK
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|
PHC Holdings of Florida, Inc.
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TX
|
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PHC Subsidiary Holdings, LLC
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TX
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|
Physician Care Partners, Inc.
|
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IL
|
|
|
Physicians Choice Insurance Service, LLC
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CA
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Physicians Health Choice of Texas, LLC
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TX
|
|
Physicians Health Choice
|
Physicians Health Plan of Maryland, Inc.
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MD
|
|
|
Picis, Inc.
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|
DE
|
|
Lynx Medical Systems
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Picis, Ltd.
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UK
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Plus One Health Management Inc. Puerto Rico
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PR
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Plus One Holdings, Inc.
|
|
DE
|
|
|
Polar II Fundo de Investimento em Participações
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Brazil
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Positive People Company
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China
|
|
|
PPC International II, LLC
|
|
MO
|
|
|
PPC International, L.L.C.
|
|
MO
|
|
|
PPC Worldwide Canada EAP Services Ltd.
|
|
Canada
|
|
Interlock Employee and Family Assistance
|
PPC Worldwide Pte. Ltd.
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Singapore
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PPC Worldwide Pty Ltd
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Australia
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PPC Worldwide Holidngs Pty Ltd
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ppoONE, Inc.
|
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DE
|
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|
Preferred Care Partners Holding, Corp.
|
|
FL
|
|
UnitedHealthcare
|
Preferred Care Partners Medical Group, Inc.
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FL
|
|
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
|
|
CareFlorida
Preferred Care Partners |
Premier Choice ACO, Inc.
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CA
|
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|
Prime Health, Inc.
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NV
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Med One Works
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PrimeCare Medical Network, Inc.
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CA
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PrimeCare of Citrus Valley, Inc.
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CA
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PrimeCare of Corona, Inc.
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CA
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PrimeCare of Hemet Valley, Inc.
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CA
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PrimeCare of Inland Valley, Inc.
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CA
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PrimeCare of Moreno Valley, Inc.
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CA
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PrimeCare of Redlands, Inc.
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CA
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PrimeCare of Riverside, Inc.
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CA
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PrimeCare of San Bernardino, Inc.
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CA
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PrimeCare of Sun City, Inc.
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CA
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PrimeCare of Temecula, Inc.
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CA
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Promarket Propaganda e Marketing Ltda.
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Brazil
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QSSI Technologies India Private Limited
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India
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|
QSSI
|
Quality Software Services, Inc.
|
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MD
|
|
Q.S.S., Inc.
|
R&H Family Fitness Unlimited LLC
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TX
|
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Family Fitness Limited
Elvira Cisneros Community Center by WellMed |
ScriptSwitch Limited
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UK
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Senior Care Partners, Inc.
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IL
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Sierra Health and Life Insurance Company, Inc.
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NV
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Sierra Health Services, Inc.
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NV
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Sierra Military Health Services, LLC
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Sierra Health-Care Options, Inc.
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NV
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Sierra Home Medical Products, Inc.
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NV
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THC of Nevada
THC of Nevada Pharmacy |
Sierra Nevada Administrators, Inc.
|
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NV
|
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Southwest Medical Associates, Inc.
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NV
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|
Southwest Hospitalist Services Group
SMA Lifestyle Center |
Southwest Michigan Health Network Inc.
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MI
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Specialty Benefits, LLC
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DE
|
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Spectera of New York, IPA, Inc.
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NY
|
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|
Spectera, Inc.
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MD
|
|
CARE Programs, a division of Spectera, Inc.
Health Benefit Services, Inc. Spectera United Optical |
The Lewin Group, Inc.
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NC
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Lewin
|
Three Rivers Holdings, Inc.
|
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DE
|
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|
Travel Express Incorporated
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MD
|
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|
U.S. Behavioral Health Plan, California
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CA
|
|
OptumHealth Behavioral Solutions of California
|
UHC International Services, Inc.
|
|
DE
|
|
|
UHC of California
|
|
CA
|
|
PacifiCare
PacifiCare of California Secure Horizons UnitedHealthcare of California |
UHG Brasil Participações S.A.
|
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Brazil
|
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|
UHG Global Services, Inc.
|
|
Philippines
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|
UHIC Holdings, Inc.
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DE
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Ultima Rx, LLC
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FL
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UMR, Inc.
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DE
|
|
Avidyn Health
Fiserv Health - Wausau Benefits UMR UMR, Inc. |
Unimerica Insurance Company
|
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WI
|
|
Unimerica Life Insurance Company
|
Unimerica Life Insurance Company of New York
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NY
|
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|
Unison Administrative Services, LLC
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PA
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Unison Health Plan of Delaware, Inc.
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DE
|
|
UnitedHealthcare Community Plan
|
Unison Health Plan of the Capital Area, Inc.
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DC
|
|
UnitedHealthcare Community Plan
|
United Behavioral Health
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CA
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Life Strategies
OptumHealth Behavioral Solutions Plan 21, Incorporated United Behavioral Health (Inc.) United Behavioral Health, Inc. |
United Behavioral Health of New York, I.P.A., Inc.
|
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NY
|
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|
United Health Foundation
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MN
|
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United Health Hospice Foundation
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United HealthCare Services, Inc.
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MN
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|
AmeriChoice
Center for Health Care Policy and Evaluation Charter HealthCare, Inc. Employee Performance Design Evercare Healthmarc HealthPro Health Professionals Review Institute for Human Resources Optum UHC Management Company UHC Management Company, Inc. Unimerica Workplace Benefits United HealthCare Corporation United HealthCare Management Company, Inc. United HealthCare Management Services UnitedHealthcare MedicareStore 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.
|
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NY
|
|
|
UnitedHealth Advisors, LLC
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ME
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UnitedHealthcare
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UnitedHealth Group Global Healthcare Services Limited
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Ireland
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UnitedHealth Group Global Services, Inc.
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Philippines
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UnitedHealth Group Information Services Private Limited
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|
India
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UnitedHealth Group International B.V.
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|
Netherlands
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UnitedHealth Group International GP
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Caymans
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UnitedHealth Group International L.P.
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Caymans
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UnitedHealth International, Inc.
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DE
|
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|
UnitedHealth Military & Veterans Services, LLC
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DE
|
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UnitedHealth UK Limited
|
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UK
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UnitedHealthcare Benefits of Texas, Inc.
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TX
|
|
PacifiCare
Secure Horizons |
UnitedHealthcare Community Plan of California, Inc.
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CA
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UnitedHealthcare Community Plan of Ohio, Inc.
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|
OH
|
|
Unison
Unison Kids Unison ABD Plus Unison Health Plan Unison Advantage |
UnitedHealthcare Community Plan of Texas, L.L.C.
|
|
TX
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United Healthcare - Texas UnitedHealthcare Community Plan
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UnitedHealthcare Community Plan, Inc.
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MI
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UnitedHealthcare India Private Limited
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India
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UnitedHealthcare Insurance Company
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CT
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UnitedHealthOne
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UnitedHealthcare Insurance Company of Illinois
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IL
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UnitedHealthcare Insurance Company of New York
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NY
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UnitedHealthcare Insurance Company of the River Valley
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IL
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UnitedHealthcare International Asia, LLC
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DE
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UnitedHealthcare International I B.V.
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Netherlands
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UnitedHealthcare International I S.á.r.l.
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Luxembourg
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UnitedHealthcare International II B.V.
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Netherlands
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UnitedHealthcare International II S.á.r.l.
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Luxembourg
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UnitedHealthcare International III S.á.r.l.
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Luxembourg
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UnitedHealthcare International IV S.á.r.l.
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Luxembourg
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UnitedHealthcare Life Insurance Company
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WI
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UnitedHealthOne
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UnitedHealthcare of Alabama, Inc.
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AL
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UnitedHealthcare of Arizona, Inc.
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AZ
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UnitedHealthcare of Arkansas, Inc.
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AR
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Complete Health
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UnitedHealthcare of Colorado, Inc.
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CO
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MetraHealth Care Plan
|
UnitedHealthcare of Florida, Inc.
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|
FL
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Americhoice
Evercare at Home OptumHealth Ovations |
UnitedHealthcare of Georgia, Inc.
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GA
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United HealthCare of Georgia
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UnitedHealthcare of Illinois, Inc.
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IL
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UnitedHealthcare of Kentucky, Ltd.
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KY
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United Healthcare of Kentucky, L.P.
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UnitedHealthcare of Louisiana, Inc.
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LA
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UnitedHeatlhcare Community Plan
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UnitedHealthcare of Mississippi, Inc.
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MS
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UnitedHealthcare of New England, Inc.
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RI
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UnitedHealthcare of New Mexico, Inc.
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NM
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UnitedHealthcare of New York, Inc.
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NY
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UnitedHealthcare Community Plan
|
UnitedHealthcare of North Carolina, Inc.
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NC
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UnitedHealthcare of Ohio, Inc.
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OH
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UnitedHealthcare of Oklahoma, Inc.
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OK
|
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PacifiCare
PacifiCare Health Options PacifiCare of Oklahoma Secure Horizons |
UnitedHealthcare of Oregon, Inc.
|
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OR
|
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PacifiCare
Secure Horizons |
UnitedHealthcare of Pennsylvania, Inc.
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PA
|
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Unison Health Plan & Unison Advantage
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UnitedHealthcare of Texas, Inc.
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TX
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|
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UnitedHealthcare of the Mid-Atlantic, Inc.
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MD
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UnitedHealthcare of the Midlands, Inc.
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NE
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UnitedHealthcare of the Midwest, Inc.
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MO
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UnitedHealthcare of Utah, Inc.
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UT
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UnitedHealthcare of Idaho, Inc.
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UnitedHealthcare of Washington, Inc.
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WA
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PacifiCare
Secure Horizons UnitedHealthcare Community Plan |
UnitedHealthcare of Wisconsin, Inc.
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WI
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UnitedHealthcare of Wisconsin-Personal Care Plus
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UnitedHealthcare Plan of the River Valley, Inc.
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IL
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UnitedHealthcare Service LLC
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DE
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UnitedHealthcare Services Company of the River Valley, Inc.
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DE
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UnitedHealthcare Specialty Benefits, LLC
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ME
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UnitedHealthcare Speciality Benefits
|
UnitedHealthcare, Inc.
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DE
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|
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UnitedHealthOne Agency, Inc.
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IN
|
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UnitedOne Insurance Agency
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Valley Physicians Network, Inc.
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CA
|
|
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WellMed Medical Management of Florida, Inc.
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FL
|
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Princeton Medical Management Resources of Florida, Inc.
WellMed at 9th Ave. North Wellmed at Bartow WellMed at Fort Pierce Wellmed at Lake Copeland Wellmed at Longwood Wellmed at Oak Commons WellMed at Port St. Lucie - East WellMed at Port St. Lucie - West Wellmed at Rosemount Wellmed at Sanford WellMed at Sebastian Wellmed at SE Lakeland WellMed at South Stuart |
WellMed Medical Management, Inc.
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TX
|
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HealthRight/ITC Rosa Verde
DataRaps, Inc Silver Life Fitness |
Wellness, Inc.
|
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IL
|
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Wellness, Inc. (Illinois)
Wellness, Inc. of Illinois Wellness, Inc., which will do business in California as Illinois Wellness, Inc. |
XLHealth Corporation
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MD
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|
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XLHealth Corporation India Private Limited
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India
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Your Health Options Insurance Services, Inc.
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CA
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Your Partner in Health Services, Inc.
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IL
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/s/ William C. Ballard, Jr.
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/s/ Rodger A. Lawson
|
William C. Ballard, Jr.
|
|
Rodger A. Lawson
|
Director
|
|
Director
|
Dated: February 12, 2014
|
|
Dated: February 12, 2014
|
|
|
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/s/ Edson Bueno, M.D.
|
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/s/ Douglas W. Leatherdale
|
Edson Bueno, M.D.
|
|
Douglas W. Leatherdale
|
Director
|
|
Director
|
Dated: February 12, 2014
|
|
Dated: February 12, 2014
|
|
|
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/s/ Richard T. Burke
|
|
/s/ Glenn M. Renwick
|
Richard T. Burke
|
|
Glenn M. Renwick
|
Director
|
|
Director
|
Dated: February 12, 2014
|
|
Dated: February 12, 2014
|
|
|
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/s/ Robert J. Darretta
|
|
/s/ Kenneth I. Shine, M.D.
|
Robert J. Darretta
|
|
Kenneth I. Shine, M.D.
|
Director
|
|
Director
|
Dated: February 12, 2014
|
|
Dated: February 12, 2014
|
|
|
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/s/ Michele J. Hooper
|
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/s/ Gail R. Wilensky, Ph.D.
|
Michele J. Hooper
|
|
Gail R. Wilensky, Ph.D.
|
Director
|
|
Director
|
Dated: February 12, 2014
|
|
Dated: February 12, 2014
|
1.
|
I have reviewed this report on Form 10-K of UnitedHealth Group Incorporated (the “registrant”);
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
a)
|
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;
|
b)
|
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;
|
c)
|
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
|
d)
|
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
|
5.
|
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):
|
a)
|
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
|
b)
|
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.
|
February 12, 2014
|
/s/ STEPHEN J. HEMSLEY
|
|
Stephen J. Hemsley
President and Chief Executive Officer
|
|
|
1.
|
I have reviewed this report on Form 10-K of UnitedHealth Group Incorporated (the “registrant”);
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
a)
|
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;
|
b)
|
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;
|
c)
|
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
|
d)
|
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
|
5.
|
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):
|
a)
|
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
|
b)
|
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.
|
February 12, 2014
|
/s/ DAVID S. WICHMANN
|
|
David S. Wichmann
Executive Vice President and
Chief Financial Officer of UnitedHealth Group and
President of UnitedHealth Group Operations
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
February 12, 2014
|
/s/ STEPHEN J. HEMSLEY
|
|
Stephen J. Hemsley
President and Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
February 12, 2014
|
/s/ DAVID S. WICHMANN
|
|
David S. Wichmann
Executive Vice President and
Chief Financial Officer of UnitedHealth Group and
President of UnitedHealth Group Operations
|