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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, 2015
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or
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[ ]
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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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Delaware
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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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[ ]
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Non-accelerated filer
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[ ]
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Smaller reporting company
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[ ]
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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 Global;
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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 and consumers.
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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 women and children - 21 markets;
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•
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CHIP - 21 markets;
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•
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Aged, Blind and Disabled (ABD) - 19 markets;
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SNP - 14 markets;
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•
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Medicaid Expansion - 13 markets;
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Long-Term Services and Supports (LTSS) - 11 markets;
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childless adults programs for the uninsured - 3 markets;
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other programs (e.g., developmentally disabled, rehabilitative services) - 6 markets; and
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•
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MMP - 2 markets.
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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 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: pharmacies, hospitals, physicians’ and other care providers’ practices and other health care facilities seeking to modernize the health system and support the best possible patient care and experiences.
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•
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Those who pay for care: health plans, employers, state, federal and municipal agencies, governmental departments and nonprofit associations devoted to ensuring the populations they sponsor receive high-quality care, administered and delivered efficiently and effectively.
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•
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Those who innovate for care: global life sciences organizations dedicated to developing more effective approaches to care, enabling technologies and medicines that improve care delivery and health outcomes.
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•
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OptumHealth focuses on care delivery, care management, wellness and consumer engagement, distribution and health financial services;
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•
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OptumInsight delivers operational services and support and health care information technology services; and
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•
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OptumRx specializes in pharmacy care services.
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•
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OptumCare partners closely with care providers to improve both the health of the populations they serve and the efficiency and cost-effectiveness of local care systems. Through networks comprised of employed, managed and contracted physicians, advanced practitioners and other providers, OptumCare assists care providers in adopting new approaches and technologies that improve collaboration and coordination among everyone involved in patient care. OptumCare also enables care providers’ transition from traditional, fee-for-service care delivery to performance-based delivery and payment models that put patient health and outcomes first, such as those emerging through accountable care organizations (ACOs) and local care provider partnerships. OptumCare builds partnerships with care providers who share its focus on creating strong and sustainable new approaches to care delivery and works with them to develop and deliver services around the spectrum of patient and community needs.
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•
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Mobile Care Delivery. OptumCare’s mobile care delivery business provides occupational health, medical and dental readiness services, treatments and immunization programs. These solutions serve a number of government and commercial clients, including the U.S. military.
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•
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Population Health Management Services: OCS serves people through population health management services that meet both the preventative care and health intervention needs of consumers across the care continuum - physical health and wellness, mental health, complex medical conditions, disease management, hospitalization and post-acute care. This includes offering access to proprietary networks of provider specialists in many clinical specialties, including behavioral health, organ transplant, chiropractic and physical therapy. OCS engages consumers in managing their health, including guidance, tools and programs that help them achieve their health goals and maintain healthy lifestyles.
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•
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Distribution: This business provides sales and services through digital, phone and in-person interaction to assist individuals in selecting and understanding their benefits. OCS provides contact center support, multimodal software, data analysis and licensed sales agents 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 provides a range of health care financial products for individuals, employers, health care professionals and payers. OCS is a leading provider of consumer health care accounts. OCS also offers electronic claims payment services to care providers through Optum Bank, a wholly-owned subsidiary, with more than 3.8 million accounts and $4.2 billion in assets under management as of December 31, 2015. During 2015, Optum Bank processed more than $100 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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63
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Chief Executive Officer
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David S. Wichmann
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53
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President and Chief Financial Officer
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Larry C. Renfro
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62
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Vice Chairman of UnitedHealth Group and Chief Executive Officer of Optum
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Thomas E. Roos
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43
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Senior Vice President and Chief Accounting Officer
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Marianne D. Short
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64
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Executive Vice President and Chief Legal Officer
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D. Ellen Wilson
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58
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Executive Vice President, Human Capital
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ITEM 2.
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PROPERTIES
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ITEM 4.
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MINE SAFETY DISCLOSURES
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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High
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Low
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Cash Dividends Declared
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||||||
2015
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First quarter
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$
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123.76
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$
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98.46
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$
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0.3750
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Second quarter
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$
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124.11
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$
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111.12
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$
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0.5000
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Third quarter
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$
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126.21
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$
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95.00
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$
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0.5000
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Fourth quarter
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$
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125.99
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$
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109.61
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$
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0.5000
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||||||
2014
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First quarter
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$
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83.32
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$
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69.57
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$
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0.2800
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Second quarter
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$
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83.05
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$
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73.61
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$
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0.3750
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Third quarter
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$
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88.85
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$
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78.74
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$
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0.3750
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Fourth quarter
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$
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104.00
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$
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80.72
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$
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0.3750
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12/10
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12/11
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12/12
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12/13
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12/14
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12/15
|
||||||||||||
UnitedHealth Group
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$
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100.00
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$
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142.19
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$
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154.40
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$
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217.75
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$
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297.14
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$
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351.39
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S&P 500 Index
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100.00
|
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102.11
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118.45
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156.82
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178.29
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180.75
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||||||
Fortune 50 Group
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100.00
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99.97
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118.45
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151.40
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159.47
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164.65
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12/10
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12/11
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12/12
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12/13
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12/14
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12/15
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||||||||||||
UnitedHealth Group
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$
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100.00
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$
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142.19
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$
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154.40
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$
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217.75
|
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$
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297.14
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$
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351.39
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S&P 500 Index
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100.00
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102.11
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118.45
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156.82
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178.29
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180.75
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||||||
Peer Group
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100.00
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129.91
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131.22
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203.90
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267.72
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334.49
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ITEM 6.
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SELECTED FINANCIAL DATA
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For the Year Ended December 31,
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||||||||||||||||||
(in millions, except percentages and per share data)
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2015 (a)
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2014
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2013
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2012 (b)
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2011
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Consolidated operating results
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Revenues
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$
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157,107
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$
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130,474
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$
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122,489
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$
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110,618
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$
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101,862
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Earnings from operations
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11,021
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|
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10,274
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9,623
|
|
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9,254
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8,464
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|||||
Net earnings attributable to UnitedHealth Group common stockholders
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5,813
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5,619
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5,625
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5,526
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|
5,142
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|
|||||
Return on equity (c)
|
|
17.7
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%
|
|
17.3
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%
|
|
17.7
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%
|
|
18.7
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%
|
|
18.9
|
%
|
|||||
Basic earnings per share attributable to UnitedHealth Group common stockholders
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|
$
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6.10
|
|
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$
|
5.78
|
|
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$
|
5.59
|
|
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$
|
5.38
|
|
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$
|
4.81
|
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Diluted earnings per share attributable to UnitedHealth Group common stockholders
|
|
6.01
|
|
|
5.70
|
|
|
5.50
|
|
|
5.28
|
|
|
4.73
|
|
|||||
Cash dividends declared per common share
|
|
1.8750
|
|
|
1.4050
|
|
|
1.0525
|
|
|
0.8000
|
|
|
0.6125
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated cash flows from (used for)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
|
$
|
9,740
|
|
|
$
|
8,051
|
|
|
$
|
6,991
|
|
|
$
|
7,155
|
|
|
$
|
6,968
|
|
Investing activities
|
|
(18,395
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)
|
|
(2,534
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)
|
|
(3,089
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)
|
|
(8,649
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)
|
|
(4,172
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)
|
|||||
Financing activities
|
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12,239
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|
|
(5,293
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)
|
|
(4,946
|
)
|
|
471
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|
|
(2,490
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)
|
|||||
|
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|
||||||||||
Consolidated financial condition
|
|
|
|
|
|
|
|
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|
||||||||||
(as of December 31)
|
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|
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|
||||||||||
Cash and investments
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|
$
|
31,703
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|
$
|
28,063
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|
|
$
|
28,818
|
|
|
$
|
29,148
|
|
|
$
|
28,172
|
|
Total assets
|
|
111,383
|
|
|
86,382
|
|
|
81,882
|
|
|
80,885
|
|
|
67,889
|
|
|||||
Total commercial paper and long-term debt
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|
32,094
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|
|
17,406
|
|
|
16,860
|
|
|
16,754
|
|
|
11,638
|
|
|||||
Redeemable noncontrolling interests
|
|
1,736
|
|
|
1,388
|
|
|
1,175
|
|
|
2,121
|
|
|
—
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|
|||||
Total equity
|
|
33,725
|
|
|
32,454
|
|
|
32,149
|
|
|
31,178
|
|
|
28,292
|
|
(a)
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Includes the effects of the July 2015 Catamaran acquisition and related debt issuances.
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(b)
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Includes the effects of the October 2012 Amil acquisition and related debt and equity issuances.
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(c)
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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 each of the four quarters of the year presented.
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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•
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UnitedHealthcare, which includes UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement, UnitedHealthcare Community & State and UnitedHealthcare Global;
|
•
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OptumHealth;
|
•
|
OptumInsight; and
|
•
|
OptumRx.
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(in millions, except percentages and per share data)
|
|
For the Years Ended December 31,
|
|
Increase/(Decrease)
|
|
Increase/(Decrease)
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
|||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Premiums
|
|
$
|
127,163
|
|
|
$
|
115,302
|
|
|
$
|
109,557
|
|
|
$
|
11,861
|
|
|
10
|
%
|
|
$
|
5,745
|
|
|
5
|
%
|
Products
|
|
17,312
|
|
|
4,242
|
|
|
3,190
|
|
|
13,070
|
|
|
308
|
|
|
1,052
|
|
|
33
|
|
|||||
Services
|
|
11,922
|
|
|
10,151
|
|
|
8,997
|
|
|
1,771
|
|
|
17
|
|
|
1,154
|
|
|
13
|
|
|||||
Investment and other income
|
|
710
|
|
|
779
|
|
|
745
|
|
|
(69
|
)
|
|
(9
|
)
|
|
34
|
|
|
5
|
|
|||||
Total revenues
|
|
157,107
|
|
|
130,474
|
|
|
122,489
|
|
|
26,633
|
|
|
20
|
|
|
7,985
|
|
|
7
|
|
|||||
Operating costs (a):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Medical costs
|
|
103,875
|
|
|
93,633
|
|
|
89,659
|
|
|
10,242
|
|
|
11
|
|
|
3,974
|
|
|
4
|
|
|||||
Operating costs
|
|
24,312
|
|
|
21,263
|
|
|
18,941
|
|
|
3,049
|
|
|
14
|
|
|
2,322
|
|
|
12
|
|
|||||
Cost of products sold
|
|
16,206
|
|
|
3,826
|
|
|
2,891
|
|
|
12,380
|
|
|
324
|
|
|
935
|
|
|
32
|
|
|||||
Depreciation and amortization
|
|
1,693
|
|
|
1,478
|
|
|
1,375
|
|
|
215
|
|
|
15
|
|
|
103
|
|
|
7
|
|
|||||
Total operating costs
|
|
146,086
|
|
|
120,200
|
|
|
112,866
|
|
|
25,886
|
|
|
22
|
|
|
7,334
|
|
|
6
|
|
|||||
Earnings from operations
|
|
11,021
|
|
|
10,274
|
|
|
9,623
|
|
|
747
|
|
|
7
|
|
|
651
|
|
|
7
|
|
|||||
Interest expense
|
|
(790
|
)
|
|
(618
|
)
|
|
(708
|
)
|
|
172
|
|
|
28
|
|
|
(90
|
)
|
|
(13
|
)
|
|||||
Earnings before income taxes
|
|
10,231
|
|
|
9,656
|
|
|
8,915
|
|
|
575
|
|
|
6
|
|
|
741
|
|
|
8
|
|
|||||
Provision for income taxes
|
|
(4,363
|
)
|
|
(4,037
|
)
|
|
(3,242
|
)
|
|
326
|
|
|
8
|
|
|
795
|
|
|
25
|
|
|||||
Net earnings
|
|
5,868
|
|
|
5,619
|
|
|
5,673
|
|
|
249
|
|
|
4
|
|
|
(54
|
)
|
|
(1
|
)
|
|||||
Earnings attributable to noncontrolling interests
|
|
(55
|
)
|
|
—
|
|
|
(48
|
)
|
|
55
|
|
|
nm
|
|
(48
|
)
|
|
nm
|
|||||||
Net earnings attributable to UnitedHealth Group common stockholders
|
|
$
|
5,813
|
|
|
$
|
5,619
|
|
|
$
|
5,625
|
|
|
$
|
194
|
|
|
3
|
%
|
|
$
|
(6
|
)
|
|
—
|
%
|
Diluted earnings per share attributable to UnitedHealth Group common stockholders
|
|
$
|
6.01
|
|
|
$
|
5.70
|
|
|
$
|
5.50
|
|
|
$
|
0.31
|
|
|
5
|
%
|
|
$
|
0.20
|
|
|
4
|
%
|
Medical care ratio (b)
|
|
81.7
|
%
|
|
81.2
|
%
|
|
81.8
|
%
|
|
0.5
|
%
|
|
|
|
(0.6
|
)%
|
|
|
|||||||
Operating cost ratio
|
|
15.5
|
|
|
16.3
|
|
|
15.5
|
|
|
(0.8
|
)
|
|
|
|
0.8
|
|
|
|
|||||||
Operating margin
|
|
7.0
|
|
|
7.9
|
|
|
7.9
|
|
|
(0.9
|
)
|
|
|
|
—
|
|
|
|
|||||||
Tax rate
|
|
42.6
|
|
|
41.8
|
|
|
36.4
|
|
|
0.8
|
|
|
|
|
5.4
|
|
|
|
|||||||
Net earnings margin (c)
|
|
3.7
|
|
|
4.3
|
|
|
4.6
|
|
|
(0.6
|
)
|
|
|
|
(0.3
|
)
|
|
|
|||||||
Return on equity (d)
|
|
17.7
|
%
|
|
17.3
|
%
|
|
17.7
|
%
|
|
0.4
|
%
|
|
|
|
(0.4
|
)%
|
|
|
(a)
|
During the fourth quarter of 2015, the Company changed its presentation of certain pharmacy fulfillment costs related to its OptumRx business. See Note 2 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements” for more information on this reclassification.
|
(b)
|
Medical care ratio is calculated as medical costs divided by premium revenue.
|
(c)
|
Net earnings margin attributable to UnitedHealth Group stockholders.
|
(d)
|
Return on equity is calculated as annualized 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 each of the four quarters in the year presented.
|
•
|
Consolidated revenues increased by
20%
, Optum revenues grew
42%
and UnitedHealthcare revenues increased
10%
.
|
•
|
UnitedHealthcare grew to serve an additional
1.7 million
people domestically. Each Optum business grew revenues by 19% or more.
|
•
|
Earnings from operations increased by
7%
, including an increase of
30%
at Optum partially offset by a decrease of
3%
at UnitedHealthcare.
|
•
|
Diluted earnings per common share increased
5%
to
$6.01
.
|
•
|
Cash flow from operations were
$9.7 billion
an increase of
21%
.
|
•
|
On July 23, 2015, we acquired Catamaran through the purchase of all of its outstanding common stock for cash. See Note 3 of Notes to the Consolidated Financial Statements included in Part II, Item 8 “Financial Statements” for more information.
|
|
|
For the Years Ended December 31,
|
|
Increase/(Decrease)
|
|
Increase/(Decrease)
|
||||||||||||||||||||
(in millions, except percentages)
|
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
UnitedHealthcare
|
|
$
|
131,343
|
|
|
$
|
119,798
|
|
|
$
|
113,725
|
|
|
$
|
11,545
|
|
|
10
|
%
|
|
$
|
6,073
|
|
|
5
|
%
|
OptumHealth
|
|
13,927
|
|
|
11,032
|
|
|
9,855
|
|
|
2,895
|
|
|
26
|
|
|
1,177
|
|
|
12
|
|
|||||
OptumInsight
|
|
6,196
|
|
|
5,227
|
|
|
4,714
|
|
|
969
|
|
|
19
|
|
|
513
|
|
|
11
|
|
|||||
OptumRx
|
|
48,272
|
|
|
31,976
|
|
|
24,006
|
|
|
16,296
|
|
|
51
|
|
|
7,970
|
|
|
33
|
|
|||||
Optum eliminations
|
|
(791
|
)
|
|
(489
|
)
|
|
(458
|
)
|
|
302
|
|
|
62
|
|
|
31
|
|
|
7
|
|
|||||
Optum
|
|
67,604
|
|
|
47,746
|
|
|
38,117
|
|
|
19,858
|
|
|
42
|
|
|
9,629
|
|
|
25
|
|
|||||
Eliminations
|
|
(41,840
|
)
|
|
(37,070
|
)
|
|
(29,353
|
)
|
|
4,770
|
|
|
13
|
|
|
7,717
|
|
|
26
|
|
|||||
Consolidated revenues
|
|
$
|
157,107
|
|
|
$
|
130,474
|
|
|
$
|
122,489
|
|
|
$
|
26,633
|
|
|
20
|
%
|
|
$
|
7,985
|
|
|
7
|
%
|
Earnings from operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
UnitedHealthcare
|
|
$
|
6,754
|
|
|
$
|
6,992
|
|
|
$
|
7,132
|
|
|
$
|
(238
|
)
|
|
(3
|
)%
|
|
$
|
(140
|
)
|
|
(2
|
)%
|
OptumHealth
|
|
1,240
|
|
|
1,090
|
|
|
949
|
|
|
150
|
|
|
14
|
|
|
141
|
|
|
15
|
|
|||||
OptumInsight
|
|
1,278
|
|
|
1,002
|
|
|
831
|
|
|
276
|
|
|
28
|
|
|
171
|
|
|
21
|
|
|||||
OptumRx
|
|
1,749
|
|
|
1,190
|
|
|
711
|
|
|
559
|
|
|
47
|
|
|
479
|
|
|
67
|
|
|||||
Optum
|
|
4,267
|
|
|
3,282
|
|
|
2,491
|
|
|
985
|
|
|
30
|
|
|
791
|
|
|
32
|
|
|||||
Consolidated earnings from operations
|
|
$
|
11,021
|
|
|
$
|
10,274
|
|
|
$
|
9,623
|
|
|
$
|
747
|
|
|
7
|
%
|
|
$
|
651
|
|
|
7
|
%
|
Operating margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
UnitedHealthcare
|
|
5.1
|
%
|
|
5.8
|
%
|
|
6.3
|
%
|
|
(0.7
|
)%
|
|
|
|
(0.5
|
)%
|
|
|
|||||||
OptumHealth
|
|
8.9
|
|
|
9.9
|
|
|
9.6
|
|
|
(1.0
|
)%
|
|
|
|
0.3
|
|
|
|
|||||||
OptumInsight
|
|
20.6
|
|
|
19.2
|
|
|
17.6
|
|
|
1.4
|
%
|
|
|
|
1.6
|
|
|
|
|||||||
OptumRx
|
|
3.6
|
|
|
3.7
|
|
|
3.0
|
|
|
(0.1
|
)%
|
|
|
|
0.7
|
|
|
|
|||||||
Optum
|
|
6.3
|
|
|
6.9
|
|
|
6.5
|
|
|
(0.6
|
)%
|
|
|
|
0.4
|
|
|
|
|||||||
Consolidated operating margin
|
|
7.0
|
%
|
|
7.9
|
%
|
|
7.9
|
%
|
|
(0.9
|
)%
|
|
|
|
—
|
%
|
|
|
|
|
For the Years Ended December 31,
|
|
Increase/(Decrease)
|
|
Increase/(Decrease)
|
||||||||||||||||||||
(in millions, except percentages)
|
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||||
UnitedHealthcare Employer & Individual
|
|
$
|
47,194
|
|
|
$
|
43,017
|
|
|
$
|
44,847
|
|
|
$
|
4,177
|
|
|
10
|
%
|
|
$
|
(1,830
|
)
|
|
(4
|
)%
|
UnitedHealthcare Medicare & Retirement
|
|
49,735
|
|
|
46,258
|
|
|
44,225
|
|
|
3,477
|
|
|
8
|
|
|
2,033
|
|
|
5
|
|
|||||
UnitedHealthcare Community & State
|
|
28,911
|
|
|
23,586
|
|
|
18,268
|
|
|
5,325
|
|
|
23
|
|
|
5,318
|
|
|
29
|
|
|||||
UnitedHealthcare Global
|
|
5,503
|
|
|
6,937
|
|
|
6,385
|
|
|
(1,434
|
)
|
|
(21
|
)
|
|
552
|
|
|
9
|
|
|||||
Total UnitedHealthcare revenues
|
|
$
|
131,343
|
|
|
$
|
119,798
|
|
|
$
|
113,725
|
|
|
$
|
11,545
|
|
|
10
|
%
|
|
$
|
6,073
|
|
|
5
|
%
|
|
|
For the Years Ended December 31,
|
|
Increase/(Decrease)
|
|
Increase/(Decrease)
|
||||||||||||||
(in millions)
|
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||
Sources of cash:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by operating activities
|
|
$
|
9,740
|
|
|
$
|
8,051
|
|
|
$
|
6,991
|
|
|
$
|
1,689
|
|
|
$
|
1,060
|
|
Issuances of long-term debt and commercial paper, net of repayments
|
|
14,607
|
|
|
391
|
|
|
152
|
|
|
14,216
|
|
|
239
|
|
|||||
Proceeds from common stock issuances
|
|
402
|
|
|
462
|
|
|
598
|
|
|
(60
|
)
|
|
(136
|
)
|
|||||
Sales and maturities of investments, net of purchases
|
|
—
|
|
|
799
|
|
|
—
|
|
|
(799
|
)
|
|
799
|
|
|||||
Customer funds administered
|
|
768
|
|
|
—
|
|
|
31
|
|
|
768
|
|
|
(31
|
)
|
|||||
Other
|
|
—
|
|
|
115
|
|
|
191
|
|
|
(115
|
)
|
|
(76
|
)
|
|||||
Total sources of cash
|
|
25,517
|
|
|
9,818
|
|
|
7,963
|
|
|
|
|
|
|||||||
Uses of cash:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash paid for acquisitions and noncontrolling interest shares, net of cash assumed
|
|
(16,282
|
)
|
|
(1,923
|
)
|
|
(1,836
|
)
|
|
(14,359
|
)
|
|
(87
|
)
|
|||||
Cash dividends paid
|
|
(1,786
|
)
|
|
(1,362
|
)
|
|
(1,056
|
)
|
|
(424
|
)
|
|
(306
|
)
|
|||||
Common stock repurchases
|
|
(1,200
|
)
|
|
(4,008
|
)
|
|
(3,170
|
)
|
|
2,808
|
|
|
(838
|
)
|
|||||
Purchases of property, equipment and capitalized software
|
|
(1,556
|
)
|
|
(1,525
|
)
|
|
(1,307
|
)
|
|
(31
|
)
|
|
(218
|
)
|
|||||
Purchases of investments, net of sales and maturities
|
|
(531
|
)
|
|
—
|
|
|
(1,611
|
)
|
|
(531
|
)
|
|
1,611
|
|
|||||
Customer funds administered
|
|
—
|
|
|
(638
|
)
|
|
—
|
|
|
638
|
|
|
(638
|
)
|
|||||
Other
|
|
(578
|
)
|
|
(138
|
)
|
|
(27
|
)
|
|
(440
|
)
|
|
(111
|
)
|
|||||
Total uses of cash
|
|
(21,933
|
)
|
|
(9,594
|
)
|
|
(9,007
|
)
|
|
|
|
|
|||||||
Effect of exchange rate changes on cash and cash equivalents
|
|
(156
|
)
|
|
(5
|
)
|
|
(86
|
)
|
|
(151
|
)
|
|
81
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
3,428
|
|
|
$
|
219
|
|
|
$
|
(1,130
|
)
|
|
$
|
3,209
|
|
|
$
|
1,349
|
|
|
Moody’s
|
|
Standard & Poor’s
|
|
Fitch
|
|
A.M. Best
|
||||||||
|
Ratings
|
|
Outlook
|
|
Ratings
|
|
Outlook
|
|
Ratings
|
|
Outlook
|
|
Ratings
|
|
Outlook
|
Senior unsecured debt
|
A3
|
|
Negative
|
|
A+
|
|
Negative
|
|
A-
|
|
Negative
|
|
bbb+
|
|
Stable
|
Commercial paper
|
P-2
|
|
n/a
|
|
A-1
|
|
n/a
|
|
F1
|
|
n/a
|
|
AMB-2
|
|
n/a
|
(in millions)
|
|
2016
|
|
2017 to 2018
|
|
2019 to 2020
|
|
Thereafter
|
|
Total
|
||||||||||
Debt (a)
|
|
$
|
7,651
|
|
|
$
|
7,938
|
|
|
$
|
4,564
|
|
|
$
|
26,569
|
|
|
$
|
46,722
|
|
Operating leases
|
|
417
|
|
|
695
|
|
|
497
|
|
|
471
|
|
|
2,080
|
|
|||||
Purchase obligations (b)
|
|
365
|
|
|
230
|
|
|
54
|
|
|
28
|
|
|
677
|
|
|||||
Future policy benefits (c)
|
|
133
|
|
|
277
|
|
|
283
|
|
|
1,936
|
|
|
2,629
|
|
|||||
Unrecognized tax benefits (d)
|
|
4
|
|
|
—
|
|
|
—
|
|
|
207
|
|
|
211
|
|
|||||
Other liabilities recorded on the Consolidated Balance Sheet (e)
|
|
185
|
|
|
4
|
|
|
—
|
|
|
1,477
|
|
|
1,666
|
|
|||||
Other obligations (f)
|
|
52
|
|
|
64
|
|
|
20
|
|
|
16
|
|
|
152
|
|
|||||
Redeemable noncontrolling interests (g)
|
|
55
|
|
|
1,453
|
|
|
228
|
|
|
—
|
|
|
1,736
|
|
|||||
Total contractual obligations
|
|
$
|
8,862
|
|
|
$
|
10,661
|
|
|
$
|
5,646
|
|
|
$
|
30,704
|
|
|
$
|
55,873
|
|
(a)
|
Includes interest coupon payments and maturities at par or put values. The table also assumes amounts are outstanding through their contractual term. See Note 9 of Notes to the Consolidated Financial Statements included in Part II, 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, 2015
.
|
(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 Part II, Item 8, “Financial Statements” for more detail.
|
(d)
|
As the timing of future settlements is uncertain, the long-term portion has been classified as “Thereafter.”
|
(e)
|
Includes obligations associated with contingent consideration and other payments related to business acquisitions, certain employee benefit programs 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.
|
Completion Factors
(Decrease) Increase in Factors
|
|
Increase (Decrease)
In Medical Costs Payable
|
||
|
|
(in millions)
|
||
(0.75)%
|
|
$
|
370
|
|
(0.50)
|
|
246
|
|
|
(0.25)
|
|
123
|
|
|
0.25
|
|
(122
|
)
|
|
0.50
|
|
(244
|
)
|
|
0.75
|
|
(365
|
)
|
Medical Cost PMPM Trend
Increase (Decrease) in Factors
|
|
Increase (Decrease)
In Medical Costs Payable
|
||
|
|
(in millions)
|
||
3%
|
|
$
|
727
|
|
2
|
|
485
|
|
|
1
|
|
242
|
|
|
(1)
|
|
(242
|
)
|
|
(2)
|
|
(485
|
)
|
|
(3)
|
|
(727
|
)
|
•
|
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. Similar factors, including historical and expected medical cost trend levels, are considered in estimating our long-term medical trends at the reporting unit level.
|
•
|
Operating productivity.
We forecast expected operating cost levels based on historical levels and expectations of future operating cost levels.
|
•
|
Capital levels.
The operating and long-term capital requirements for each business are considered.
|
|
|
December 31, 2015
|
||||||||||||||
Increase (Decrease) in Market Interest Rate
|
|
Investment
Income Per
Annum (a)
|
|
Interest
Expense Per
Annum (a)
|
|
Fair Value of
Financial Assets (b) |
|
Fair Value of
Financial Liabilities (c)
|
||||||||
2 %
|
|
$
|
258
|
|
|
$
|
257
|
|
|
$
|
(1,388
|
)
|
|
$
|
(3,233
|
)
|
1
|
|
129
|
|
|
128
|
|
|
(702
|
)
|
|
(1,746
|
)
|
||||
(1)
|
|
(80
|
)
|
|
(55
|
)
|
|
677
|
|
|
2,085
|
|
||||
(2)
|
|
nm
|
|
|
nm
|
|
|
1,132
|
|
|
4,442
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
December 31, 2014
|
||||||||||||||
Increase (Decrease) in Market Interest Rate
|
|
Investment
Income Per
Annum (a)
|
|
Interest
Expense Per
Annum (a)
|
|
Fair Value of
Financial Assets (b) |
|
Fair Value of
Financial Liabilities |
||||||||
2%
|
|
$
|
187
|
|
|
$
|
245
|
|
|
$
|
(1,364
|
)
|
|
$
|
(1,846
|
)
|
1
|
|
94
|
|
|
122
|
|
|
(683
|
)
|
|
(1,014
|
)
|
||||
(1)
|
|
(54
|
)
|
|
(21
|
)
|
|
628
|
|
|
1,242
|
|
||||
(2)
|
|
nm
|
|
|
nm
|
|
|
982
|
|
|
2,770
|
|
(a)
|
Given the low absolute level of short-term market rates on our floating-rate assets and liabilities as of
December 31, 2015
and 2014, 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, 2015
and 2014, 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.
|
(c)
|
The year over year change in the fair value of financial liabilities was driven by the issuance of debt to fund the Catamaran acquisition. For more information on our debt issuances, see Note 9 of Notes to the Consolidated Financial Statements included in Part II, Item 8 of this report.
|
|
Page
|
|
|
|
/
S
/ DELOITTE & TOUCHE LLP
|
|
Minneapolis, Minnesota
|
February 9, 2016
|
(in millions, except per share data)
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
10,923
|
|
|
$
|
7,495
|
|
Short-term investments
|
|
1,988
|
|
|
1,741
|
|
||
Accounts receivable, net of allowances of $333 and $260
|
|
6,523
|
|
|
4,252
|
|
||
Other current receivables, net of allowances of $138 and $156
|
|
6,801
|
|
|
5,498
|
|
||
Assets under management
|
|
2,998
|
|
|
2,962
|
|
||
Deferred income taxes
|
|
860
|
|
|
556
|
|
||
Prepaid expenses and other current assets
|
|
1,546
|
|
|
1,052
|
|
||
Total current assets
|
|
31,639
|
|
|
23,556
|
|
||
Long-term investments
|
|
18,792
|
|
|
18,827
|
|
||
Property, equipment and capitalized software, net of accumulated depreciation and amortization of $3,173 and $2,954
|
|
4,861
|
|
|
4,418
|
|
||
Goodwill
|
|
44,453
|
|
|
32,940
|
|
||
Other intangible assets, net of accumulated amortization of $3,128 and $2,685
|
|
8,391
|
|
|
3,669
|
|
||
Other assets
|
|
3,247
|
|
|
2,972
|
|
||
Total assets
|
|
$
|
111,383
|
|
|
$
|
86,382
|
|
Liabilities, redeemable noncontrolling interests and equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Medical costs payable
|
|
$
|
14,330
|
|
|
$
|
12,040
|
|
Accounts payable and accrued liabilities
|
|
11,994
|
|
|
9,247
|
|
||
Other policy liabilities
|
|
7,798
|
|
|
5,965
|
|
||
Commercial paper and current maturities of long-term debt
|
|
6,634
|
|
|
1,399
|
|
||
Unearned revenues
|
|
2,142
|
|
|
1,972
|
|
||
Total current liabilities
|
|
42,898
|
|
|
30,623
|
|
||
Long-term debt, less current maturities
|
|
25,460
|
|
|
16,007
|
|
||
Future policy benefits
|
|
2,496
|
|
|
2,488
|
|
||
Deferred income taxes
|
|
3,587
|
|
|
2,065
|
|
||
Other liabilities
|
|
1,481
|
|
|
1,357
|
|
||
Total liabilities
|
|
75,922
|
|
|
52,540
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
|||
Redeemable noncontrolling interests
|
|
1,736
|
|
|
1,388
|
|
||
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; 953 and 954 issued and outstanding
|
|
10
|
|
|
10
|
|
||
Additional paid-in capital
|
|
29
|
|
|
—
|
|
||
Retained earnings
|
|
37,125
|
|
|
33,836
|
|
||
Accumulated other comprehensive loss
|
|
(3,334
|
)
|
|
(1,392
|
)
|
||
Nonredeemable noncontrolling interest
|
|
(105
|
)
|
|
—
|
|
||
Total equity
|
|
33,725
|
|
|
32,454
|
|
||
Total liabilities, redeemable noncontrolling interests and equity
|
|
$
|
111,383
|
|
|
$
|
86,382
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(in millions, except per share data)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Premiums
|
|
$
|
127,163
|
|
|
$
|
115,302
|
|
|
$
|
109,557
|
|
Products
|
|
17,312
|
|
|
4,242
|
|
|
3,190
|
|
|||
Services
|
|
11,922
|
|
|
10,151
|
|
|
8,997
|
|
|||
Investment and other income
|
|
710
|
|
|
779
|
|
|
745
|
|
|||
Total revenues
|
|
157,107
|
|
|
130,474
|
|
|
122,489
|
|
|||
Operating costs:
|
|
|
|
|
|
|
||||||
Medical costs
|
|
103,875
|
|
|
93,633
|
|
|
89,659
|
|
|||
Operating costs
|
|
24,312
|
|
|
21,263
|
|
|
18,941
|
|
|||
Cost of products sold
|
|
16,206
|
|
|
3,826
|
|
|
2,891
|
|
|||
Depreciation and amortization
|
|
1,693
|
|
|
1,478
|
|
|
1,375
|
|
|||
Total operating costs
|
|
146,086
|
|
|
120,200
|
|
|
112,866
|
|
|||
Earnings from operations
|
|
11,021
|
|
|
10,274
|
|
|
9,623
|
|
|||
Interest expense
|
|
(790
|
)
|
|
(618
|
)
|
|
(708
|
)
|
|||
Earnings before income taxes
|
|
10,231
|
|
|
9,656
|
|
|
8,915
|
|
|||
Provision for income taxes
|
|
(4,363
|
)
|
|
(4,037
|
)
|
|
(3,242
|
)
|
|||
Net earnings
|
|
5,868
|
|
|
5,619
|
|
|
5,673
|
|
|||
Earnings attributable to noncontrolling interests
|
|
(55
|
)
|
|
—
|
|
|
(48
|
)
|
|||
Net earnings attributable to UnitedHealth Group common stockholders
|
|
$
|
5,813
|
|
|
$
|
5,619
|
|
|
$
|
5,625
|
|
Earnings per share attributable to UnitedHealth Group common stockholders:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
6.10
|
|
|
$
|
5.78
|
|
|
$
|
5.59
|
|
Diluted
|
|
$
|
6.01
|
|
|
$
|
5.70
|
|
|
$
|
5.50
|
|
Basic weighted-average number of common shares outstanding
|
|
953
|
|
|
972
|
|
|
1,006
|
|
|||
Dilutive effect of common share equivalents
|
|
14
|
|
|
14
|
|
|
17
|
|
|||
Diluted weighted-average number of common shares outstanding
|
|
967
|
|
|
986
|
|
|
1,023
|
|
|||
Anti-dilutive shares excluded from the calculation of dilutive effect of common share equivalents
|
|
8
|
|
|
6
|
|
|
8
|
|
|||
Cash dividends declared per common share
|
|
$
|
1.8750
|
|
|
$
|
1.4050
|
|
|
$
|
1.0525
|
|
|
||||||||||||
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net earnings
|
|
$
|
5,868
|
|
|
$
|
5,619
|
|
|
$
|
5,673
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
||||||
Gross unrealized (losses) gains on investment securities during the period
|
|
(123
|
)
|
|
476
|
|
|
(543
|
)
|
|||
Income tax effect
|
|
44
|
|
|
(173
|
)
|
|
196
|
|
|||
Total unrealized (losses) gains, net of tax
|
|
(79
|
)
|
|
303
|
|
|
(347
|
)
|
|||
Gross reclassification adjustment for net realized gains included in net earnings
|
|
(141
|
)
|
|
(211
|
)
|
|
(181
|
)
|
|||
Income tax effect
|
|
53
|
|
|
77
|
|
|
66
|
|
|||
Total reclassification adjustment, net of tax
|
|
(88
|
)
|
|
(134
|
)
|
|
(115
|
)
|
|||
Total foreign currency translation losses
|
|
(1,775
|
)
|
|
(653
|
)
|
|
(884
|
)
|
|||
Other comprehensive loss
|
|
(1,942
|
)
|
|
(484
|
)
|
|
(1,346
|
)
|
|||
Comprehensive income
|
|
3,926
|
|
|
5,135
|
|
|
4,327
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
|
(55
|
)
|
|
—
|
|
|
(48
|
)
|
|||
Comprehensive income attributable to UnitedHealth Group common stockholders
|
|
$
|
3,871
|
|
|
$
|
5,135
|
|
|
$
|
4,279
|
|
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Nonredeemable
Noncontrolling
Interest
|
|
Total
Equity
|
|||||||||||||||||||
(in millions)
|
|
Shares
|
|
Amount
|
|
|
|
Net Unrealized Gains (Losses) on Investments
|
|
Foreign Currency Translation Losses
|
|
|
|||||||||||||||||||
Balance at January 1, 2013
|
|
1,019
|
|
|
$
|
10
|
|
|
$
|
66
|
|
|
$
|
30,664
|
|
|
$
|
516
|
|
|
$
|
(78
|
)
|
|
$
|
—
|
|
|
$
|
31,178
|
|
Net earnings
|
|
|
|
|
|
|
|
5,625
|
|
|
|
|
|
|
—
|
|
|
5,625
|
|
||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
(462
|
)
|
|
(884
|
)
|
|
|
|
(1,346
|
)
|
||||||||||||
Issuances of common stock, and related tax effects
|
|
17
|
|
|
—
|
|
|
431
|
|
|
|
|
|
|
|
|
|
|
431
|
|
|||||||||||
Share-based compensation, and related tax benefits
|
|
|
|
|
|
406
|
|
|
|
|
|
|
|
|
|
|
406
|
|
|||||||||||||
Common stock repurchases
|
|
(48
|
)
|
|
—
|
|
|
(984
|
)
|
|
(2,186
|
)
|
|
|
|
|
|
|
|
(3,170
|
)
|
||||||||||
Acquisition of redeemable noncontrolling interests and related tax effects
|
|
|
|
|
|
81
|
|
|
|
|
|
|
|
|
|
|
81
|
|
|||||||||||||
Cash dividends paid on common stock
|
|
|
|
|
|
|
|
(1,056
|
)
|
|
|
|
|
|
|
|
(1,056
|
)
|
|||||||||||||
Balance at December 31, 2013
|
|
988
|
|
|
10
|
|
|
—
|
|
|
33,047
|
|
|
54
|
|
|
(962
|
)
|
|
—
|
|
|
32,149
|
|
|||||||
Net earnings
|
|
|
|
|
|
|
|
5,619
|
|
|
|
|
|
|
—
|
|
|
5,619
|
|
||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
169
|
|
|
(653
|
)
|
|
|
|
(484
|
)
|
||||||||||||
Issuances of common stock, and related tax effects
|
|
15
|
|
|
—
|
|
|
146
|
|
|
|
|
|
|
|
|
|
|
146
|
|
|||||||||||
Share-based compensation, and related tax benefits
|
|
|
|
|
|
394
|
|
|
|
|
|
|
|
|
|
|
394
|
|
|||||||||||||
Common stock repurchases
|
|
(49
|
)
|
|
—
|
|
|
(540
|
)
|
|
(3,468
|
)
|
|
|
|
|
|
|
|
(4,008
|
)
|
||||||||||
Cash dividends paid on common stock
|
|
|
|
|
|
|
|
(1,362
|
)
|
|
|
|
|
|
|
|
(1,362
|
)
|
|||||||||||||
Balance at December 31, 2014
|
|
954
|
|
|
10
|
|
|
—
|
|
|
33,836
|
|
|
223
|
|
|
(1,615
|
)
|
|
—
|
|
|
32,454
|
|
|||||||
Net earnings
|
|
|
|
|
|
|
|
5,813
|
|
|
|
|
|
|
26
|
|
|
5,839
|
|
||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
(167
|
)
|
|
(1,775
|
)
|
|
|
|
(1,942
|
)
|
||||||||||||
Issuances of common stock, and related tax effects
|
|
10
|
|
|
—
|
|
|
127
|
|
|
|
|
|
|
|
|
|
|
127
|
|
|||||||||||
Share-based compensation, and related tax benefits
|
|
|
|
|
|
589
|
|
|
|
|
|
|
|
|
|
|
589
|
|
|||||||||||||
Common stock repurchases
|
|
(11
|
)
|
|
—
|
|
|
(462
|
)
|
|
(738
|
)
|
|
|
|
|
|
|
|
(1,200
|
)
|
||||||||||
Cash dividends paid on common stock
|
|
|
|
|
|
|
|
(1,786
|
)
|
|
|
|
|
|
|
|
(1,786
|
)
|
|||||||||||||
Redeemable noncontrolling interests fair value and other adjustments
|
|
|
|
|
|
(225
|
)
|
|
|
|
|
|
|
|
|
|
(225
|
)
|
|||||||||||||
Acquisition of nonredeemable noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
|
|
|
9
|
|
|||||||||||||
Distributions to nonredeemable noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(140
|
)
|
|
(140
|
)
|
|||||||||||||
Balance at December 31, 2015
|
|
953
|
|
|
$
|
10
|
|
|
$
|
29
|
|
|
$
|
37,125
|
|
|
$
|
56
|
|
|
$
|
(3,390
|
)
|
|
$
|
(105
|
)
|
|
$
|
33,725
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Operating activities
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
5,868
|
|
|
$
|
5,619
|
|
|
$
|
5,673
|
|
Noncash items:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
1,693
|
|
|
1,478
|
|
|
1,375
|
|
|||
Deferred income taxes
|
|
(73
|
)
|
|
(117
|
)
|
|
1
|
|
|||
Share-based compensation
|
|
406
|
|
|
364
|
|
|
331
|
|
|||
Other, net
|
|
(235
|
)
|
|
(298
|
)
|
|
(83
|
)
|
|||
Net change in other operating items, net of effects from acquisitions and changes in AARP balances:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(591
|
)
|
|
(911
|
)
|
|
(317
|
)
|
|||
Other assets
|
|
(1,430
|
)
|
|
(590
|
)
|
|
(838
|
)
|
|||
Medical costs payable
|
|
2,585
|
|
|
484
|
|
|
509
|
|
|||
Accounts payable and other liabilities
|
|
643
|
|
|
1,642
|
|
|
459
|
|
|||
Other policy liabilities
|
|
637
|
|
|
(5
|
)
|
|
(221
|
)
|
|||
Unearned revenues
|
|
237
|
|
|
385
|
|
|
102
|
|
|||
Cash flows from operating activities
|
|
9,740
|
|
|
8,051
|
|
|
6,991
|
|
|||
Investing activities
|
|
|
|
|
|
|
||||||
Purchases of investments
|
|
(9,939
|
)
|
|
(9,928
|
)
|
|
(12,176
|
)
|
|||
Sales of investments
|
|
6,054
|
|
|
7,701
|
|
|
5,706
|
|
|||
Maturities of investments
|
|
3,354
|
|
|
3,026
|
|
|
4,859
|
|
|||
Cash paid for acquisitions, net of cash assumed
|
|
(16,164
|
)
|
|
(1,923
|
)
|
|
(362
|
)
|
|||
Purchases of property, equipment and capitalized software
|
|
(1,556
|
)
|
|
(1,525
|
)
|
|
(1,307
|
)
|
|||
Other, net
|
|
(144
|
)
|
|
115
|
|
|
191
|
|
|||
Cash flows used for investing activities
|
|
(18,395
|
)
|
|
(2,534
|
)
|
|
(3,089
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
||||||
Acquisition of redeemable noncontrolling interest shares
|
|
(118
|
)
|
|
—
|
|
|
(1,474
|
)
|
|||
Common stock repurchases
|
|
(1,200
|
)
|
|
(4,008
|
)
|
|
(3,170
|
)
|
|||
Cash dividends paid
|
|
(1,786
|
)
|
|
(1,362
|
)
|
|
(1,056
|
)
|
|||
Proceeds from common stock issuances
|
|
402
|
|
|
462
|
|
|
598
|
|
|||
Repayments of long-term debt
|
|
(1,041
|
)
|
|
(812
|
)
|
|
(1,609
|
)
|
|||
Proceeds from (repayments of) commercial paper, net
|
|
3,666
|
|
|
(794
|
)
|
|
(474
|
)
|
|||
Proceeds from issuance of long-term debt
|
|
11,982
|
|
|
1,997
|
|
|
2,235
|
|
|||
Customer funds administered
|
|
768
|
|
|
(638
|
)
|
|
31
|
|
|||
Other, net
|
|
(434
|
)
|
|
(138
|
)
|
|
(27
|
)
|
|||
Cash flows from (used for) financing activities
|
|
12,239
|
|
|
(5,293
|
)
|
|
(4,946
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(156
|
)
|
|
(5
|
)
|
|
(86
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
|
3,428
|
|
|
219
|
|
|
(1,130
|
)
|
|||
Cash and cash equivalents, beginning of period
|
|
7,495
|
|
|
7,276
|
|
|
8,406
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
10,923
|
|
|
$
|
7,495
|
|
|
$
|
7,276
|
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow disclosures
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
639
|
|
|
$
|
644
|
|
|
$
|
724
|
|
Cash paid for income taxes
|
|
4,401
|
|
|
4,024
|
|
|
2,785
|
|
1.
|
Description of Business
|
•
|
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, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
(in millions)
|
|
Subsidies
|
|
Drug Discount
|
|
Risk-Share
|
|
Subsidies
|
|
Drug Discount
|
|
Risk-Share
|
||||||||||||
Other current receivables
|
|
$
|
1,703
|
|
|
$
|
423
|
|
|
$
|
—
|
|
|
$
|
1,801
|
|
|
$
|
719
|
|
|
$
|
20
|
|
Other policy liabilities
|
|
—
|
|
|
58
|
|
|
496
|
|
|
—
|
|
|
302
|
|
|
—
|
|
Furniture, fixtures and equipment
|
3 to 7 years
|
Buildings
|
35 to 40 years
|
Capitalized software
|
3 to 5 years
|
(in millions)
|
|
2015
|
|
2014
|
||||
Other current receivables
|
|
$
|
133
|
|
|
$
|
127
|
|
Other assets
|
|
1,610
|
|
|
1,669
|
|
||
Other policy liabilities
|
|
(133
|
)
|
|
(127
|
)
|
||
Future policy benefits
|
|
(1,610
|
)
|
|
(1,669
|
)
|
(in millions)
|
|
2015
|
|
2014
|
||||
Redeemable noncontrolling interests, beginning of period
|
|
$
|
1,388
|
|
|
$
|
1,175
|
|
Net earnings
|
|
29
|
|
|
—
|
|
||
Acquisitions
|
|
196
|
|
|
203
|
|
||
Redemptions
|
|
(116
|
)
|
|
—
|
|
||
Distributions
|
|
(19
|
)
|
|
(40
|
)
|
||
Fair value and other adjustments
|
|
258
|
|
|
50
|
|
||
Redeemable noncontrolling interests, end of period
|
|
$
|
1,736
|
|
|
$
|
1,388
|
|
(in millions, except years)
|
|
Fair Value
|
|
Weighted-Average Useful Life
|
||
Customer-related
|
|
$
|
5,278
|
|
|
19 years
|
Trademarks and technology
|
|
159
|
|
|
4 years
|
|
Total acquired finite-lived intangible assets
|
|
$
|
5,437
|
|
|
19 years
|
(in millions)
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Debt securities - available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
$
|
1,982
|
|
|
$
|
1
|
|
|
$
|
(6
|
)
|
|
$
|
1,977
|
|
State and municipal obligations
|
|
6,022
|
|
|
149
|
|
|
(3
|
)
|
|
6,168
|
|
||||
Corporate obligations
|
|
7,446
|
|
|
41
|
|
|
(81
|
)
|
|
7,406
|
|
||||
U.S. agency mortgage-backed securities
|
|
2,127
|
|
|
13
|
|
|
(16
|
)
|
|
2,124
|
|
||||
Non-U.S. agency mortgage-backed securities
|
|
962
|
|
|
5
|
|
|
(11
|
)
|
|
956
|
|
||||
Total debt securities - available-for-sale
|
|
18,539
|
|
|
209
|
|
|
(117
|
)
|
|
18,631
|
|
||||
Equity securities - available-for-sale
|
|
1,638
|
|
|
58
|
|
|
(57
|
)
|
|
1,639
|
|
||||
Debt securities - held-to-maturity:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
163
|
|
|
1
|
|
|
—
|
|
|
164
|
|
||||
State and municipal obligations
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||
Corporate obligations
|
|
339
|
|
|
—
|
|
|
—
|
|
|
339
|
|
||||
Total debt securities - held-to-maturity
|
|
510
|
|
|
1
|
|
|
—
|
|
|
511
|
|
||||
Total investments
|
|
$
|
20,687
|
|
|
$
|
268
|
|
|
$
|
(174
|
)
|
|
$
|
20,781
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
Debt securities - available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
$
|
1,614
|
|
|
$
|
7
|
|
|
$
|
(1
|
)
|
|
$
|
1,620
|
|
State and municipal obligations
|
|
6,456
|
|
|
217
|
|
|
(5
|
)
|
|
6,668
|
|
||||
Corporate obligations
|
|
7,241
|
|
|
112
|
|
|
(26
|
)
|
|
7,327
|
|
||||
U.S. agency mortgage-backed securities
|
|
2,022
|
|
|
39
|
|
|
(5
|
)
|
|
2,056
|
|
||||
Non-U.S. agency mortgage-backed securities
|
|
872
|
|
|
12
|
|
|
(4
|
)
|
|
880
|
|
||||
Total debt securities - available-for-sale
|
|
18,205
|
|
|
387
|
|
|
(41
|
)
|
|
18,551
|
|
||||
Equity securities - available-for-sale
|
|
1,511
|
|
|
36
|
|
|
(25
|
)
|
|
1,522
|
|
||||
Debt securities - held-to-maturity:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
178
|
|
|
2
|
|
|
—
|
|
|
180
|
|
||||
State and municipal obligations
|
|
19
|
|
|
—
|
|
|
—
|
|
|
19
|
|
||||
Corporate obligations
|
|
298
|
|
|
—
|
|
|
—
|
|
|
298
|
|
||||
Total debt securities - held-to-maturity
|
|
495
|
|
|
2
|
|
|
—
|
|
|
497
|
|
||||
Total investments
|
|
$
|
20,211
|
|
|
$
|
425
|
|
|
$
|
(66
|
)
|
|
$
|
20,570
|
|
|
|
Available-for-Sale
|
|
Held-to-Maturity
|
||||||||||||
(in millions)
|
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost |
|
Fair
Value |
||||||||
Due in one year or less
|
|
$
|
2,103
|
|
|
$
|
2,105
|
|
|
$
|
121
|
|
|
$
|
121
|
|
Due after one year through five years
|
|
6,830
|
|
|
6,843
|
|
|
188
|
|
|
188
|
|
||||
Due after five years through ten years
|
|
4,752
|
|
|
4,793
|
|
|
118
|
|
|
118
|
|
||||
Due after ten years
|
|
1,765
|
|
|
1,810
|
|
|
83
|
|
|
84
|
|
||||
U.S. agency mortgage-backed securities
|
|
2,127
|
|
|
2,124
|
|
|
—
|
|
|
—
|
|
||||
Non-U.S. agency mortgage-backed securities
|
|
962
|
|
|
956
|
|
|
—
|
|
|
—
|
|
||||
Total debt securities
|
|
$
|
18,539
|
|
|
$
|
18,631
|
|
|
$
|
510
|
|
|
$
|
511
|
|
|
|
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, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt securities - available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. government and agency obligations
|
|
$
|
1,473
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,473
|
|
|
$
|
(6
|
)
|
State and municipal obligations
|
|
650
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
650
|
|
|
(3
|
)
|
||||||
Corporate obligations
|
|
4,629
|
|
|
(63
|
)
|
|
339
|
|
|
(18
|
)
|
|
4,968
|
|
|
(81
|
)
|
||||||
U.S. agency mortgage-backed securities
|
|
1,304
|
|
|
(12
|
)
|
|
116
|
|
|
(4
|
)
|
|
1,420
|
|
|
(16
|
)
|
||||||
Non-U.S. agency mortgage-backed securities
|
|
593
|
|
|
(7
|
)
|
|
127
|
|
|
(4
|
)
|
|
720
|
|
|
(11
|
)
|
||||||
Total debt securities - available-for-sale
|
|
$
|
8,649
|
|
|
$
|
(91
|
)
|
|
$
|
582
|
|
|
$
|
(26
|
)
|
|
$
|
9,231
|
|
|
$
|
(117
|
)
|
Equity securities - available-for-sale
|
|
$
|
112
|
|
|
$
|
(11
|
)
|
|
$
|
89
|
|
|
$
|
(46
|
)
|
|
$
|
201
|
|
|
$
|
(57
|
)
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt securities - available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. government and agency obligations
|
|
$
|
420
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
420
|
|
|
$
|
(1
|
)
|
State and municipal obligations
|
|
711
|
|
|
(4
|
)
|
|
99
|
|
|
(1
|
)
|
|
810
|
|
|
(5
|
)
|
||||||
Corporate obligations
|
|
2,595
|
|
|
(17
|
)
|
|
464
|
|
|
(9
|
)
|
|
3,059
|
|
|
(26
|
)
|
||||||
U.S. agency mortgage-backed securities
|
|
—
|
|
|
—
|
|
|
272
|
|
|
(5
|
)
|
|
272
|
|
|
(5
|
)
|
||||||
Non-U.S. agency mortgage-backed securities
|
|
254
|
|
|
(2
|
)
|
|
114
|
|
|
(2
|
)
|
|
368
|
|
|
(4
|
)
|
||||||
Total debt securities - available-for-sale
|
|
$
|
3,980
|
|
|
$
|
(24
|
)
|
|
$
|
949
|
|
|
$
|
(17
|
)
|
|
$
|
4,929
|
|
|
$
|
(41
|
)
|
Equity securities - available-for-sale
|
|
$
|
107
|
|
|
$
|
(6
|
)
|
|
$
|
88
|
|
|
$
|
(19
|
)
|
|
$
|
195
|
|
|
$
|
(25
|
)
|
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Total OTTI
|
|
$
|
(22
|
)
|
|
$
|
(26
|
)
|
|
$
|
(8
|
)
|
Portion of loss recognized in other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net OTTI recognized in earnings
|
|
(22
|
)
|
|
(26
|
)
|
|
(8
|
)
|
|||
Gross realized losses from sales
|
|
(28
|
)
|
|
(47
|
)
|
|
(9
|
)
|
|||
Gross realized gains from sales
|
|
191
|
|
|
284
|
|
|
198
|
|
|||
Net realized gains (included in investment and other income on the Consolidated Statements of Operations)
|
|
141
|
|
|
211
|
|
|
181
|
|
|||
Income tax effect (included in provision for income taxes on the Consolidated Statements of Operations)
|
|
(53
|
)
|
|
(77
|
)
|
|
(66
|
)
|
|||
Realized gains, net of taxes
|
|
$
|
88
|
|
|
$
|
134
|
|
|
$
|
115
|
|
•
|
Quoted prices for similar assets/liabilities in active markets;
|
•
|
Quoted prices for identical or similar assets/liabilities in inactive markets (e.g., few transactions, limited information, noncurrent 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, 2015
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
10,906
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
10,923
|
|
Debt securities - available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
1,779
|
|
|
198
|
|
|
—
|
|
|
1,977
|
|
||||
State and municipal obligations
|
|
—
|
|
|
6,168
|
|
|
—
|
|
|
6,168
|
|
||||
Corporate obligations
|
|
5
|
|
|
7,308
|
|
|
93
|
|
|
7,406
|
|
||||
U.S. agency mortgage-backed securities
|
|
—
|
|
|
2,124
|
|
|
—
|
|
|
2,124
|
|
||||
Non-U.S. agency mortgage-backed securities
|
|
—
|
|
|
951
|
|
|
5
|
|
|
956
|
|
||||
Total debt securities - available-for-sale
|
|
1,784
|
|
|
16,749
|
|
|
98
|
|
|
18,631
|
|
||||
Equity securities - available-for-sale
|
|
1,223
|
|
|
14
|
|
|
402
|
|
|
1,639
|
|
||||
Interest rate swap assets
|
|
—
|
|
|
93
|
|
|
—
|
|
|
93
|
|
||||
Total assets at fair value
|
|
$
|
13,913
|
|
|
$
|
16,873
|
|
|
$
|
500
|
|
|
$
|
31,286
|
|
Percentage of total assets at fair value
|
|
44
|
%
|
|
54
|
%
|
|
2
|
%
|
|
100
|
%
|
||||
Interest rate swap liabilities
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
11
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
7,472
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
7,495
|
|
Debt securities - available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
1,427
|
|
|
193
|
|
|
—
|
|
|
1,620
|
|
||||
State and municipal obligations
|
|
—
|
|
|
6,668
|
|
|
—
|
|
|
6,668
|
|
||||
Corporate obligations
|
|
2
|
|
|
7,257
|
|
|
68
|
|
|
7,327
|
|
||||
U.S. agency mortgage-backed securities
|
|
—
|
|
|
2,056
|
|
|
—
|
|
|
2,056
|
|
||||
Non-U.S. agency mortgage-backed securities
|
|
—
|
|
|
874
|
|
|
6
|
|
|
880
|
|
||||
Total debt securities - available-for-sale
|
|
1,429
|
|
|
17,048
|
|
|
74
|
|
|
18,551
|
|
||||
Equity securities - available-for-sale
|
|
1,200
|
|
|
12
|
|
|
310
|
|
|
1,522
|
|
||||
Interest rate swap assets
|
|
—
|
|
|
62
|
|
|
—
|
|
|
62
|
|
||||
Total assets at fair value
|
|
$
|
10,101
|
|
|
$
|
17,145
|
|
|
$
|
384
|
|
|
$
|
27,630
|
|
Percentage of total assets at fair value
|
|
37
|
%
|
|
62
|
%
|
|
1
|
%
|
|
100
|
%
|
||||
Interest rate swap liabilities
|
|
$
|
—
|
|
|
$
|
55
|
|
|
$
|
—
|
|
|
$
|
55
|
|
(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, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt securities - held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. government and agency obligations
|
|
$
|
164
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
164
|
|
|
$
|
163
|
|
State and municipal obligations
|
|
—
|
|
|
—
|
|
|
8
|
|
|
8
|
|
|
8
|
|
|||||
Corporate obligations
|
|
91
|
|
|
10
|
|
|
238
|
|
|
339
|
|
|
339
|
|
|||||
Total debt securities - held-to-maturity
|
|
$
|
255
|
|
|
$
|
10
|
|
|
$
|
246
|
|
|
$
|
511
|
|
|
$
|
510
|
|
Other assets
|
|
$
|
—
|
|
|
$
|
493
|
|
|
$
|
—
|
|
|
$
|
493
|
|
|
$
|
500
|
|
Long-term debt and other financing obligations
|
|
$
|
—
|
|
|
$
|
29,455
|
|
|
$
|
—
|
|
|
$
|
29,455
|
|
|
$
|
28,107
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt securities - held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. government and agency obligations
|
|
$
|
180
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
180
|
|
|
$
|
178
|
|
State and municipal obligations
|
|
—
|
|
|
—
|
|
|
19
|
|
|
19
|
|
|
19
|
|
|||||
Corporate obligations
|
|
46
|
|
|
10
|
|
|
242
|
|
|
298
|
|
|
298
|
|
|||||
Total debt securities - held-to-maturity
|
|
$
|
226
|
|
|
$
|
10
|
|
|
$
|
261
|
|
|
$
|
497
|
|
|
$
|
495
|
|
Other assets
|
|
$
|
—
|
|
|
$
|
478
|
|
|
$
|
—
|
|
|
$
|
478
|
|
|
$
|
484
|
|
Long-term debt and other financing obligations
|
|
$
|
—
|
|
|
$
|
18,863
|
|
|
$
|
—
|
|
|
$
|
18,863
|
|
|
$
|
17,085
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||||||||||||
(in millions)
|
|
Debt
Securities
|
|
Equity
Securities
|
|
Total
|
|
Debt
Securities
|
|
Equity
Securities
|
|
Total
|
|
Debt
Securities
|
|
Equity
Securities
|
|
Total
|
||||||||||||||||||
Balance at beginning of period
|
|
$
|
74
|
|
|
$
|
310
|
|
|
$
|
384
|
|
|
$
|
42
|
|
|
$
|
269
|
|
|
$
|
311
|
|
|
$
|
17
|
|
|
$
|
224
|
|
|
$
|
241
|
|
Purchases
|
|
27
|
|
|
106
|
|
|
133
|
|
|
32
|
|
|
105
|
|
|
137
|
|
|
38
|
|
|
71
|
|
|
109
|
|
|||||||||
Sales
|
|
(4
|
)
|
|
(24
|
)
|
|
(28
|
)
|
|
(1
|
)
|
|
(180
|
)
|
|
(181
|
)
|
|
(10
|
)
|
|
(25
|
)
|
|
(35
|
)
|
|||||||||
Net unrealized gains (losses) in other comprehensive income
|
|
2
|
|
|
5
|
|
|
7
|
|
|
1
|
|
|
6
|
|
|
7
|
|
|
(2
|
)
|
|
(7
|
)
|
|
(9
|
)
|
|||||||||
Net realized (losses) gains in investment and other income
|
|
(1
|
)
|
|
5
|
|
|
4
|
|
|
—
|
|
|
110
|
|
|
110
|
|
|
(1
|
)
|
|
6
|
|
|
5
|
|
|||||||||
Balance at end of period
|
|
$
|
98
|
|
|
$
|
402
|
|
|
$
|
500
|
|
|
$
|
74
|
|
|
$
|
310
|
|
|
$
|
384
|
|
|
$
|
42
|
|
|
$
|
269
|
|
|
$
|
311
|
|
|
|
|
|
|
|
|
|
Range
|
||||
(in millions)
|
|
Fair Value
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Low
|
|
High
|
||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
||
Equity securities - available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
||
Venture capital portfolios
|
|
$
|
358
|
|
|
Market approach - comparable companies
|
|
Revenue multiple
|
|
1.0
|
|
5.0
|
|
|
|
|
|
|
EBITDA
multiple
|
|
9.0
|
|
10.0
|
||
|
|
44
|
|
|
Market approach - recent transactions
|
|
Inactive market transactions
|
|
N/A
|
|
N/A
|
|
Total equity securities
available-for-sale
|
|
$
|
402
|
|
|
|
|
|
|
|
|
|
(in millions)
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
Other
Observable
Inputs
(Level 2)
|
|
Total
Fair and Carrying
Value
|
||||||
December 31, 2015
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
274
|
|
|
$
|
—
|
|
|
$
|
274
|
|
Debt securities:
|
|
|
|
|
|
|
||||||
U.S. government and agency obligations
|
|
482
|
|
|
140
|
|
|
622
|
|
|||
State and municipal obligations
|
|
—
|
|
|
103
|
|
|
103
|
|
|||
Corporate obligations
|
|
—
|
|
|
1,244
|
|
|
1,244
|
|
|||
U.S. agency mortgage-backed securities
|
|
—
|
|
|
398
|
|
|
398
|
|
|||
Non-U.S. agency mortgage-backed securities
|
|
—
|
|
|
195
|
|
|
195
|
|
|||
Total debt securities
|
|
482
|
|
|
2,080
|
|
|
2,562
|
|
|||
Other investments
|
|
76
|
|
|
86
|
|
|
162
|
|
|||
Total assets at fair value
|
|
$
|
832
|
|
|
$
|
2,166
|
|
|
$
|
2,998
|
|
December 31, 2014
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
415
|
|
|
$
|
—
|
|
|
$
|
415
|
|
Debt securities:
|
|
|
|
|
|
|
||||||
U.S. government and agency obligations
|
|
409
|
|
|
245
|
|
|
654
|
|
|||
State and municipal obligations
|
|
—
|
|
|
95
|
|
|
95
|
|
|||
Corporate obligations
|
|
—
|
|
|
1,200
|
|
|
1,200
|
|
|||
U.S. agency mortgage-backed securities
|
|
—
|
|
|
340
|
|
|
340
|
|
|||
Non-U.S. agency mortgage-backed securities
|
|
—
|
|
|
177
|
|
|
177
|
|
|||
Total debt securities
|
|
409
|
|
|
2,057
|
|
|
2,466
|
|
|||
Equity securities - available-for-sale
|
|
—
|
|
|
81
|
|
|
81
|
|
|||
Total assets at fair value
|
|
$
|
824
|
|
|
$
|
2,138
|
|
|
$
|
2,962
|
|
Other liabilities
|
|
$
|
5
|
|
|
$
|
13
|
|
|
$
|
18
|
|
(in millions)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Land and improvements
|
|
$
|
237
|
|
|
$
|
310
|
|
Buildings and improvements
|
|
2,420
|
|
|
2,295
|
|
||
Computer equipment
|
|
1,945
|
|
|
1,693
|
|
||
Furniture and fixtures
|
|
790
|
|
|
675
|
|
||
Less accumulated depreciation
|
|
(2,163
|
)
|
|
(1,982
|
)
|
||
Property and equipment, net
|
|
3,229
|
|
|
2,991
|
|
||
Capitalized software
|
|
2,642
|
|
|
2,399
|
|
||
Less accumulated amortization
|
|
(1,010
|
)
|
|
(972
|
)
|
||
Capitalized software, net
|
|
1,632
|
|
|
1,427
|
|
||
Total property, equipment and capitalized software, net
|
|
$
|
4,861
|
|
|
$
|
4,418
|
|
(in millions)
|
|
UnitedHealthcare
|
|
OptumHealth
|
|
OptumInsight
|
|
OptumRx
|
|
Consolidated
|
||||||||||
Balance at January 1, 2014
|
|
$
|
24,251
|
|
|
$
|
2,860
|
|
|
$
|
3,653
|
|
|
$
|
840
|
|
|
$
|
31,604
|
|
Acquisitions
|
|
266
|
|
|
978
|
|
|
591
|
|
|
—
|
|
|
1,835
|
|
|||||
Foreign currency effects and adjustments, net
|
|
(487
|
)
|
|
(4
|
)
|
|
(8
|
)
|
|
—
|
|
|
(499
|
)
|
|||||
Balance at December 31, 2014
|
|
24,030
|
|
|
3,834
|
|
|
4,236
|
|
|
840
|
|
|
32,940
|
|
|||||
Acquisitions
|
|
128
|
|
|
1,817
|
|
|
89
|
|
|
10,732
|
|
|
12,766
|
|
|||||
Foreign currency effects and adjustments, net
|
|
(1,233
|
)
|
|
9
|
|
|
(29
|
)
|
|
—
|
|
|
(1,253
|
)
|
|||||
Balance at December 31, 2015
|
|
$
|
22,925
|
|
|
$
|
5,660
|
|
|
$
|
4,296
|
|
|
$
|
11,572
|
|
|
$
|
44,453
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
(in millions)
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||||||||
Customer-related
|
|
$
|
10,270
|
|
|
$
|
(2,796
|
)
|
|
$
|
7,474
|
|
|
$
|
5,021
|
|
|
$
|
(2,399
|
)
|
|
$
|
2,622
|
|
Trademarks and technology
|
|
682
|
|
|
(249
|
)
|
|
433
|
|
|
527
|
|
|
(202
|
)
|
|
325
|
|
||||||
Trademarks - indefinite-lived
|
|
358
|
|
|
—
|
|
|
358
|
|
|
539
|
|
|
—
|
|
|
539
|
|
||||||
Other
|
|
209
|
|
|
(83
|
)
|
|
126
|
|
|
267
|
|
|
(84
|
)
|
|
183
|
|
||||||
Total
|
|
$
|
11,519
|
|
|
$
|
(3,128
|
)
|
|
$
|
8,391
|
|
|
$
|
6,354
|
|
|
$
|
(2,685
|
)
|
|
$
|
3,669
|
|
|
|
2015
|
|
2014
|
||||||||
(in millions, except years)
|
|
Fair Value
|
|
Weighted-Average Useful Life
|
|
Fair Value
|
|
Weighted-Average Useful Life
|
||||
Customer-related
|
|
$
|
5,518
|
|
|
19 years
|
|
$
|
314
|
|
|
14 years
|
Trademarks and technology
|
|
194
|
|
|
4 years
|
|
148
|
|
|
6 years
|
||
Other
|
|
—
|
|
|
|
|
2
|
|
|
14 years
|
||
Total acquired finite-lived intangible assets
|
|
$
|
5,712
|
|
|
19 years
|
|
$
|
464
|
|
|
11 years
|
(in millions)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Medical costs payable, beginning of period
|
|
$
|
12,040
|
|
|
$
|
11,575
|
|
|
$
|
11,004
|
|
Reported medical costs:
|
|
|
|
|
|
|
||||||
Current year
|
|
104,195
|
|
|
94,053
|
|
|
90,339
|
|
|||
Prior years
|
|
(320
|
)
|
|
(420
|
)
|
|
(680
|
)
|
|||
Total reported medical costs
|
|
103,875
|
|
|
93,633
|
|
|
89,659
|
|
|||
Claim payments:
|
|
|
|
|
|
|
||||||
Payments for current year
|
|
(90,630
|
)
|
|
(82,750
|
)
|
|
(79,358
|
)
|
|||
Payments for prior year
|
|
(10,955
|
)
|
|
(10,418
|
)
|
|
(9,730
|
)
|
|||
Total claim payments
|
|
(101,585
|
)
|
|
(93,168
|
)
|
|
(89,088
|
)
|
|||
Medical costs payable, end of period
|
|
$
|
14,330
|
|
|
$
|
12,040
|
|
|
$
|
11,575
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
(in millions, except percentages)
|
|
Par
Value
|
|
Carrying
Value
|
|
Fair
Value
|
|
Par
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||||||
Commercial paper
|
|
$
|
3,987
|
|
|
$
|
3,987
|
|
|
$
|
3,987
|
|
|
$
|
321
|
|
|
$
|
321
|
|
|
$
|
321
|
|
Floating rate term loan due July 2016 (c)
|
|
1,500
|
|
|
1,500
|
|
|
1,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
4.875% notes due March 2015 (a)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
416
|
|
|
419
|
|
|
419
|
|
||||||
0.850% notes due October 2015 (a), (b)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
625
|
|
|
625
|
|
|
627
|
|
||||||
5.375% notes due March 2016 (a), (b)
|
|
601
|
|
|
605
|
|
|
606
|
|
|
601
|
|
|
623
|
|
|
634
|
|
||||||
1.875% notes due November 2016 (a), (b)
|
|
400
|
|
|
400
|
|
|
403
|
|
|
400
|
|
|
397
|
|
|
406
|
|
||||||
5.360% notes due November 2016
|
|
95
|
|
|
95
|
|
|
98
|
|
|
95
|
|
|
95
|
|
|
103
|
|
||||||
Floating rate notes due January 2017 (c)
|
|
750
|
|
|
750
|
|
|
751
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
6.000% notes due June 2017 (a), (b)
|
|
441
|
|
|
458
|
|
|
469
|
|
|
441
|
|
|
466
|
|
|
489
|
|
||||||
1.450% notes due July 2017 (c)
|
|
750
|
|
|
750
|
|
|
750
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
1.400% notes due October 2017 (a), (b)
|
|
625
|
|
|
625
|
|
|
624
|
|
|
625
|
|
|
616
|
|
|
624
|
|
||||||
6.000% notes due November 2017 (a), (b)
|
|
156
|
|
|
163
|
|
|
168
|
|
|
156
|
|
|
164
|
|
|
175
|
|
||||||
1.400% notes due December 2017 (a), (b)
|
|
750
|
|
|
753
|
|
|
748
|
|
|
750
|
|
|
745
|
|
|
749
|
|
||||||
6.000% notes due February 2018 (a), (b)
|
|
1,100
|
|
|
1,115
|
|
|
1,196
|
|
|
1,100
|
|
|
1,106
|
|
|
1,238
|
|
||||||
1.900% notes due July 2018 (c)
|
|
1,500
|
|
|
1,498
|
|
|
1,505
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
1.625% notes due March 2019 (a), (b)
|
|
500
|
|
|
503
|
|
|
494
|
|
|
500
|
|
|
496
|
|
|
493
|
|
||||||
2.300% notes due December 2019 (a)
|
|
500
|
|
|
501
|
|
|
502
|
|
|
500
|
|
|
496
|
|
|
502
|
|
||||||
2.700% notes due July 2020 (c)
|
|
1,500
|
|
|
1,499
|
|
|
1,516
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
3.875% notes due October 2020 (a)
|
|
450
|
|
|
454
|
|
|
476
|
|
|
450
|
|
|
450
|
|
|
477
|
|
||||||
4.700% notes due February 2021 (a)
|
|
400
|
|
|
414
|
|
|
438
|
|
|
400
|
|
|
413
|
|
|
450
|
|
||||||
3.375% notes due November 2021 (a)
|
|
500
|
|
|
501
|
|
|
517
|
|
|
500
|
|
|
496
|
|
|
519
|
|
||||||
2.875% notes due December 2021 (a)
|
|
750
|
|
|
756
|
|
|
760
|
|
|
750
|
|
|
748
|
|
|
759
|
|
||||||
2.875% notes due March 2022 (a)
|
|
1,100
|
|
|
1,061
|
|
|
1,099
|
|
|
1,100
|
|
|
1,042
|
|
|
1,104
|
|
||||||
3.350% notes due July 2022 (c)
|
|
1,000
|
|
|
999
|
|
|
1,023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
0.000% notes due November 2022
|
|
15
|
|
|
10
|
|
|
11
|
|
|
15
|
|
|
10
|
|
|
11
|
|
||||||
2.750% notes due February 2023 (a)
|
|
625
|
|
|
614
|
|
|
613
|
|
|
625
|
|
|
604
|
|
|
613
|
|
||||||
2.875% notes due March 2023 (a)
|
|
750
|
|
|
784
|
|
|
742
|
|
|
750
|
|
|
777
|
|
|
745
|
|
||||||
3.750% notes due July 2025 (c)
|
|
2,000
|
|
|
1,995
|
|
|
2,062
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
4.625% notes due July 2035 (c)
|
|
1,000
|
|
|
1,000
|
|
|
1,038
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
5.800% notes due March 2036
|
|
850
|
|
|
845
|
|
|
1,003
|
|
|
850
|
|
|
845
|
|
|
1,052
|
|
||||||
6.500% notes due June 2037
|
|
500
|
|
|
495
|
|
|
628
|
|
|
500
|
|
|
495
|
|
|
670
|
|
||||||
6.625% notes due November 2037
|
|
650
|
|
|
646
|
|
|
829
|
|
|
650
|
|
|
646
|
|
|
888
|
|
||||||
6.875% notes due February 2038
|
|
1,100
|
|
|
1,085
|
|
|
1,439
|
|
|
1,100
|
|
|
1,085
|
|
|
1,544
|
|
||||||
5.700% notes due October 2040
|
|
300
|
|
|
298
|
|
|
348
|
|
|
300
|
|
|
298
|
|
|
378
|
|
||||||
5.950% notes due February 2041
|
|
350
|
|
|
348
|
|
|
416
|
|
|
350
|
|
|
348
|
|
|
455
|
|
||||||
4.625% notes due November 2041
|
|
600
|
|
|
593
|
|
|
609
|
|
|
600
|
|
|
593
|
|
|
646
|
|
||||||
4.375% notes due March 2042
|
|
502
|
|
|
486
|
|
|
493
|
|
|
502
|
|
|
486
|
|
|
536
|
|
||||||
3.950% notes due October 2042
|
|
625
|
|
|
612
|
|
|
582
|
|
|
625
|
|
|
611
|
|
|
621
|
|
||||||
4.250% notes due March 2043
|
|
750
|
|
|
740
|
|
|
728
|
|
|
750
|
|
|
740
|
|
|
786
|
|
||||||
4.750% notes due July 2045 (c)
|
|
2,000
|
|
|
1,992
|
|
|
2,107
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total commercial paper, term loan and long-term debt
|
|
$
|
31,972
|
|
|
$
|
31,930
|
|
|
$
|
33,278
|
|
|
$
|
17,347
|
|
|
$
|
17,256
|
|
|
$
|
19,034
|
|
(a)
|
Fixed-rate debt instruments hedged with interest rate swap contracts. See below for more information on the Company’s interest rate swaps.
|
(b)
|
The Company terminated the interest rate swap contracts on these hedged instruments during the year ended December 31, 2015. See below for more information on this termination.
|
(c)
|
Debt issued to fund the Catamaran acquisition. For more detail on Catamaran, see Note 3 of Notes to the Consolidated Financial Statements.
|
Type of Fair Value Hedge
|
|
Notional Amount
|
|
Fair Value
|
|
Balance Sheet Location
|
||||
|
|
(in billions)
|
|
(in millions)
|
|
|
||||
December 31, 2015
|
|
|
|
|
|
|
||||
Interest rate swap contracts
|
|
$
|
5.1
|
|
|
$
|
93
|
|
|
Other assets
|
|
|
|
|
11
|
|
|
Other liabilities
|
|||
December 31, 2014
|
|
|
|
|
|
|
||||
Interest rate swap contracts
|
|
$
|
10.7
|
|
|
$
|
62
|
|
|
Other assets
|
|
|
|
|
55
|
|
|
Other liabilities
|
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Hedge - interest rate swap gain (loss) recognized in interest expense
|
|
$
|
75
|
|
|
$
|
170
|
|
|
$
|
(166
|
)
|
Hedged item - long-term debt (loss) gain recognized in interest expense
|
|
(75
|
)
|
|
(170
|
)
|
|
166
|
|
|||
Net impact on the Company’s Consolidated Statements of Operations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(in millions)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current Provision:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
4,155
|
|
|
$
|
3,883
|
|
|
$
|
3,004
|
|
State and local
|
|
281
|
|
|
271
|
|
|
237
|
|
|||
Total current provision
|
|
4,436
|
|
|
4,154
|
|
|
3,241
|
|
|||
Deferred (benefit) provision
|
|
(73
|
)
|
|
(117
|
)
|
|
1
|
|
|||
Total provision for income taxes
|
|
$
|
4,363
|
|
|
$
|
4,037
|
|
|
$
|
3,242
|
|
(in millions, except percentages)
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
Tax provision at the U.S. federal statutory rate
|
|
$
|
3,581
|
|
|
35.0
|
%
|
|
$
|
3,380
|
|
|
35.0
|
%
|
|
$
|
3,120
|
|
|
35.0
|
%
|
Health insurance industry tax
|
|
627
|
|
|
6.1
|
|
|
469
|
|
|
4.8
|
|
|
—
|
|
|
—
|
|
|||
State income taxes, net of federal benefit
|
|
145
|
|
|
1.4
|
|
|
154
|
|
|
1.6
|
|
|
126
|
|
|
1.4
|
|
|||
Tax-exempt investment income
|
|
(44
|
)
|
|
(0.4
|
)
|
|
(49
|
)
|
|
(0.5
|
)
|
|
(53
|
)
|
|
(0.6
|
)
|
|||
Non-deductible compensation
|
|
103
|
|
|
1.0
|
|
|
96
|
|
|
1.0
|
|
|
39
|
|
|
0.5
|
|
|||
Other, net
|
|
(49
|
)
|
|
(0.5
|
)
|
|
(13
|
)
|
|
(0.1
|
)
|
|
10
|
|
|
0.1
|
|
|||
Provision for income taxes
|
|
$
|
4,363
|
|
|
42.6
|
%
|
|
$
|
4,037
|
|
|
41.8
|
%
|
|
$
|
3,242
|
|
|
36.4
|
%
|
(in millions)
|
|
2015
|
|
2014
|
||||
Deferred income tax assets:
|
|
|
|
|
||||
Accrued expenses and allowances
|
|
$
|
739
|
|
|
$
|
313
|
|
U.S. federal and state net operating loss carryforwards
|
|
139
|
|
|
172
|
|
||
Share-based compensation
|
|
124
|
|
|
141
|
|
||
Nondeductible liabilities
|
|
205
|
|
|
222
|
|
||
Medical costs payable and other policy liabilities
|
|
71
|
|
|
120
|
|
||
Non-U.S. tax loss carryforwards
|
|
244
|
|
|
257
|
|
||
Unearned revenues
|
|
94
|
|
|
90
|
|
||
Unrecognized tax benefits
|
|
69
|
|
|
38
|
|
||
Other-domestic
|
|
51
|
|
|
36
|
|
||
Other-non-U.S.
|
|
130
|
|
|
141
|
|
||
Subtotal
|
|
1,866
|
|
|
1,530
|
|
||
Less: valuation allowances
|
|
(44
|
)
|
|
(119
|
)
|
||
Total deferred income tax assets
|
|
1,822
|
|
|
1,411
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
||||
U.S. federal and state intangible assets
|
|
(2,951
|
)
|
|
(1,275
|
)
|
||
Non-U.S. goodwill and intangible assets
|
|
(397
|
)
|
|
(496
|
)
|
||
Capitalized software
|
|
(574
|
)
|
|
(506
|
)
|
||
Net unrealized gains on investments
|
|
(34
|
)
|
|
(129
|
)
|
||
Depreciation and amortization
|
|
(312
|
)
|
|
(272
|
)
|
||
Prepaid expenses
|
|
(205
|
)
|
|
(140
|
)
|
||
Other-non-U.S.
|
|
(76
|
)
|
|
(102
|
)
|
||
Total deferred income tax liabilities
|
|
(4,549
|
)
|
|
(2,920
|
)
|
||
Net deferred income tax liabilities
|
|
$
|
(2,727
|
)
|
|
$
|
(1,509
|
)
|
(in millions)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Gross unrecognized tax benefits, beginning of period
|
|
$
|
92
|
|
|
$
|
89
|
|
|
$
|
81
|
|
Gross increases:
|
|
|
|
|
|
|
|
|
|
|||
Current year tax positions
|
|
—
|
|
|
—
|
|
|
8
|
|
|||
Prior year tax positions
|
|
55
|
|
|
4
|
|
|
5
|
|
|||
Acquired reserves
|
|
89
|
|
|
—
|
|
|
—
|
|
|||
Gross decreases:
|
|
|
|
|
|
|
|
|
|
|||
Prior year tax positions
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|||
Settlements
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Statute of limitations lapses
|
|
(9
|
)
|
|
(1
|
)
|
|
(5
|
)
|
|||
Gross unrecognized tax benefits, end of period
|
|
$
|
224
|
|
|
$
|
92
|
|
|
$
|
89
|
|
Payment Date
|
|
Amount per Share
|
|
Total Amount Paid
|
||||
|
|
|
|
(in millions)
|
||||
2015
|
|
$
|
1.8750
|
|
|
$
|
1,786
|
|
2014
|
|
1.4050
|
|
|
1,362
|
|
||
2013
|
|
1.0525
|
|
|
1,056
|
|
|
Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual Life
|
|
Aggregate
Intrinsic Value
|
||||||
|
(in millions)
|
|
|
|
(in years)
|
|
(in millions)
|
||||||
Outstanding at beginning of period
|
33
|
|
|
$
|
53
|
|
|
|
|
|
|||
Granted
|
9
|
|
|
110
|
|
|
|
|
|
||||
Exercised
|
(7
|
)
|
|
53
|
|
|
|
|
|
||||
Forfeited
|
(1
|
)
|
|
80
|
|
|
|
|
|
||||
Outstanding at end of period
|
34
|
|
|
68
|
|
|
6.0
|
|
|
$
|
1,666
|
|
|
Exercisable at end of period
|
16
|
|
|
47
|
|
|
3.4
|
|
|
1,133
|
|
||
Vested and expected to vest, end of period
|
33
|
|
|
67
|
|
|
5.9
|
|
|
1,646
|
|
(shares in millions)
|
|
Shares
|
|
Weighted-Average
Grant Date
Fair Value
per Share
|
|||
Nonvested at beginning of period
|
|
9
|
|
|
$
|
61
|
|
Granted
|
|
3
|
|
|
110
|
|
|
Vested
|
|
(5
|
)
|
|
62
|
|
|
Nonvested at end of period
|
|
7
|
|
|
82
|
|
(in millions, except per share amounts)
|
|
For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||
Stock Options and SARs
|
|
|
|
|
|
|
||||||
Weighted-average grant date fair value of shares granted, per share
|
|
$
|
22
|
|
|
$
|
22
|
|
|
$
|
19
|
|
Total intrinsic value of stock options and SARs exercised
|
|
482
|
|
|
526
|
|
|
592
|
|
|||
Restricted Shares
|
|
|
|
|
|
|
||||||
Weighted-average grant date fair value of shares granted, per share
|
|
110
|
|
|
71
|
|
|
58
|
|
|||
Total fair value of restricted shares vested
|
|
$
|
460
|
|
|
$
|
437
|
|
|
$
|
31
|
|
Employee Stock Purchase Plan
|
|
|
|
|
|
|
||||||
Number of shares purchased
|
|
2
|
|
|
2
|
|
|
3
|
|
|||
Share-Based Compensation Items
|
|
|
|
|
|
|
||||||
Share-based compensation expense, before tax
|
|
$
|
406
|
|
|
$
|
364
|
|
|
$
|
331
|
|
Share-based compensation expense, net of tax effects
|
|
348
|
|
|
314
|
|
|
239
|
|
|||
Income tax benefit realized from share-based award exercises
|
|
247
|
|
|
231
|
|
|
206
|
|
(in millions, except years)
|
|
December 31, 2015
|
||
Unrecognized compensation expense related to share awards
|
|
$
|
469
|
|
Weighted-average years to recognize compensation expense
|
|
1.3
|
|
|
|
For the Years Ended December 31,
|
||||
|
|
2015
|
|
2014
|
|
2013
|
Risk-free interest rate
|
|
1.6% - 1.7%
|
|
1.7% - 1.8%
|
|
1.0% - 1.6%
|
Expected volatility
|
|
22.3% - 24.1%
|
|
24.1% - 39.6%
|
|
41.0% - 43.0%
|
Expected dividend yield
|
|
1.4% - 1.7%
|
|
1.6% - 1.9%
|
|
1.4% - 1.6%
|
Forfeiture rate
|
|
5.0%
|
|
5.0%
|
|
5.0%
|
Expected life in years
|
|
5.5 - 6.1
|
|
5.4
|
|
5.3
|
•
|
UnitedHealthcare
includes the combined results of operations of UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement, UnitedHealthcare Community & State and UnitedHealthcare Global. The U.S. businesses 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. 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 Global 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 population health management and local care delivery through programs offered by employers, payers, government entities and directly with the care delivery system. OptumHealth offers access to networks of care provider specialists, health management services, care delivery, consumer engagement and relationship management and sales distribution platform services and financial services.
|
•
|
OptumInsight
is a health care information, technology, operational services and consulting company providing software and information products, advisory consulting services and business process outsourcing services and support to participants in the health care industry. Hospitals, physicians, commercial health plans, government agencies, life sciences companies and other organizations that comprise the health care system use OptumInsight to reduce costs, meet compliance mandates, improve clinical performance and adapt to the changing health system landscape.
|
•
|
OptumRx
offers pharmacy care services and programs, including retail pharmacy network management services, home delivery 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
|
|
Optum Eliminations
|
|
Optum
|
|
Corporate and
Eliminations
|
|
Consolidated
|
||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenues - external customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Premiums
|
|
$
|
124,011
|
|
|
$
|
3,152
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,152
|
|
|
$
|
—
|
|
|
$
|
127,163
|
|
Products
|
|
2
|
|
|
31
|
|
|
108
|
|
|
17,171
|
|
|
—
|
|
|
17,310
|
|
|
—
|
|
|
17,312
|
|
||||||||
Services
|
|
6,776
|
|
|
2,375
|
|
|
2,390
|
|
|
381
|
|
|
—
|
|
|
5,146
|
|
|
—
|
|
|
11,922
|
|
||||||||
Total revenues - external customers
|
|
130,789
|
|
|
5,558
|
|
|
2,498
|
|
|
17,552
|
|
|
—
|
|
|
25,608
|
|
|
—
|
|
|
156,397
|
|
||||||||
Total revenues - intersegment
|
|
—
|
|
|
8,216
|
|
|
3,697
|
|
|
30,718
|
|
|
(791
|
)
|
|
41,840
|
|
|
(41,840
|
)
|
|
—
|
|
||||||||
Investment and other income
|
|
554
|
|
|
153
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
156
|
|
|
—
|
|
|
710
|
|
||||||||
Total revenues
|
|
$
|
131,343
|
|
|
$
|
13,927
|
|
|
$
|
6,196
|
|
|
$
|
48,272
|
|
|
$
|
(791
|
)
|
|
$
|
67,604
|
|
|
$
|
(41,840
|
)
|
|
$
|
157,107
|
|
Earnings from operations
|
|
$
|
6,754
|
|
|
$
|
1,240
|
|
|
$
|
1,278
|
|
|
$
|
1,749
|
|
|
$
|
—
|
|
|
$
|
4,267
|
|
|
$
|
—
|
|
|
$
|
11,021
|
|
Interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(790
|
)
|
|
(790
|
)
|
||||||||
Earnings before income taxes
|
|
$
|
6,754
|
|
|
$
|
1,240
|
|
|
$
|
1,278
|
|
|
$
|
1,749
|
|
|
$
|
—
|
|
|
$
|
4,267
|
|
|
$
|
(790
|
)
|
|
$
|
10,231
|
|
Total assets
|
|
$
|
64,212
|
|
|
$
|
14,600
|
|
|
$
|
8,335
|
|
|
$
|
26,844
|
|
|
$
|
—
|
|
|
$
|
49,779
|
|
|
$
|
(2,608
|
)
|
|
$
|
111,383
|
|
Purchases of property, equipment and capitalized software
|
|
653
|
|
|
252
|
|
|
572
|
|
|
79
|
|
|
—
|
|
|
903
|
|
|
—
|
|
|
1,556
|
|
||||||||
Depreciation and amortization
|
|
718
|
|
|
251
|
|
|
492
|
|
|
232
|
|
|
—
|
|
|
975
|
|
|
—
|
|
|
1,693
|
|
||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenues - external customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Premiums
|
|
$
|
112,645
|
|
|
$
|
2,657
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,657
|
|
|
$
|
—
|
|
|
$
|
115,302
|
|
Products
|
|
3
|
|
|
18
|
|
|
96
|
|
|
4,125
|
|
|
—
|
|
|
4,239
|
|
|
—
|
|
|
4,242
|
|
||||||||
Services
|
|
6,516
|
|
|
1,300
|
|
|
2,224
|
|
|
111
|
|
|
—
|
|
|
3,635
|
|
|
—
|
|
|
10,151
|
|
||||||||
Total revenues - external customers
|
|
119,164
|
|
|
3,975
|
|
|
2,320
|
|
|
4,236
|
|
|
—
|
|
|
10,531
|
|
|
—
|
|
|
129,695
|
|
||||||||
Total revenues - intersegment
|
|
—
|
|
|
6,913
|
|
|
2,906
|
|
|
27,740
|
|
|
(489
|
)
|
|
37,070
|
|
|
(37,070
|
)
|
|
—
|
|
||||||||
Investment and other income
|
|
634
|
|
|
144
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
145
|
|
|
—
|
|
|
779
|
|
||||||||
Total revenues
|
|
$
|
119,798
|
|
|
$
|
11,032
|
|
|
$
|
5,227
|
|
|
$
|
31,976
|
|
|
$
|
(489
|
)
|
|
$
|
47,746
|
|
|
$
|
(37,070
|
)
|
|
$
|
130,474
|
|
Earnings from operations
|
|
$
|
6,992
|
|
|
$
|
1,090
|
|
|
$
|
1,002
|
|
|
$
|
1,190
|
|
|
$
|
—
|
|
|
$
|
3,282
|
|
|
$
|
—
|
|
|
$
|
10,274
|
|
Interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(618
|
)
|
|
(618
|
)
|
||||||||
Earnings before income taxes
|
|
$
|
6,992
|
|
|
$
|
1,090
|
|
|
$
|
1,002
|
|
|
$
|
1,190
|
|
|
$
|
—
|
|
|
$
|
3,282
|
|
|
$
|
(618
|
)
|
|
$
|
9,656
|
|
Total assets
|
|
$
|
62,405
|
|
|
$
|
11,148
|
|
|
$
|
8,112
|
|
|
$
|
5,474
|
|
|
$
|
—
|
|
|
$
|
24,734
|
|
|
$
|
(757
|
)
|
|
$
|
86,382
|
|
Purchases of property, equipment and capitalized software
|
|
773
|
|
|
212
|
|
|
484
|
|
|
56
|
|
|
—
|
|
|
752
|
|
|
—
|
|
|
1,525
|
|
||||||||
Depreciation and amortization
|
|
772
|
|
|
179
|
|
|
433
|
|
|
94
|
|
|
—
|
|
|
706
|
|
|
—
|
|
|
1,478
|
|
||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenues - external customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Premiums
|
|
$
|
107,024
|
|
|
$
|
2,533
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,533
|
|
|
$
|
—
|
|
|
$
|
109,557
|
|
Products
|
|
8
|
|
|
19
|
|
|
92
|
|
|
3,071
|
|
|
—
|
|
|
3,182
|
|
|
—
|
|
|
3,190
|
|
||||||||
Services
|
|
6,076
|
|
|
819
|
|
|
2,006
|
|
|
96
|
|
|
—
|
|
|
2,921
|
|
|
—
|
|
|
8,997
|
|
||||||||
Total revenues - external customers
|
|
113,108
|
|
|
3,371
|
|
|
2,098
|
|
|
3,167
|
|
|
—
|
|
|
8,636
|
|
|
—
|
|
|
121,744
|
|
||||||||
Total revenues - intersegment
|
|
—
|
|
|
6,357
|
|
|
2,615
|
|
|
20,839
|
|
|
(458
|
)
|
|
29,353
|
|
|
(29,353
|
)
|
|
—
|
|
||||||||
Investment and other income
|
|
617
|
|
|
127
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
128
|
|
|
—
|
|
|
745
|
|
||||||||
Total revenues
|
|
$
|
113,725
|
|
|
$
|
9,855
|
|
|
$
|
4,714
|
|
|
$
|
24,006
|
|
|
$
|
(458
|
)
|
|
$
|
38,117
|
|
|
$
|
(29,353
|
)
|
|
$
|
122,489
|
|
Earnings from operations
|
|
$
|
7,132
|
|
|
$
|
949
|
|
|
$
|
831
|
|
|
$
|
711
|
|
|
$
|
—
|
|
|
$
|
2,491
|
|
|
$
|
—
|
|
|
$
|
9,623
|
|
Interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(708
|
)
|
|
(708
|
)
|
||||||||
Earnings before income taxes
|
|
$
|
7,132
|
|
|
$
|
949
|
|
|
$
|
831
|
|
|
$
|
711
|
|
|
$
|
—
|
|
|
$
|
2,491
|
|
|
$
|
(708
|
)
|
|
$
|
8,915
|
|
Total assets
|
|
$
|
61,942
|
|
|
$
|
9,244
|
|
|
$
|
6,880
|
|
|
$
|
4,483
|
|
|
$
|
—
|
|
|
$
|
20,607
|
|
|
$
|
(667
|
)
|
|
$
|
81,882
|
|
Purchases of property, equipment and capitalized software
|
|
670
|
|
|
185
|
|
|
363
|
|
|
89
|
|
|
—
|
|
|
637
|
|
|
—
|
|
|
1,307
|
|
||||||||
Depreciation and amortization
|
|
766
|
|
|
158
|
|
|
359
|
|
|
92
|
|
|
—
|
|
|
609
|
|
|
—
|
|
|
1,375
|
|
|
|
For the Quarter Ended
|
||||||||||||||
(in millions, except per share data)
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2015
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
35,756
|
|
|
$
|
36,263
|
|
|
$
|
41,489
|
|
|
$
|
43,599
|
|
Operating costs
|
|
33,116
|
|
|
33,368
|
|
|
38,471
|
|
|
41,131
|
|
||||
Earnings from operations
|
|
2,640
|
|
|
2,895
|
|
|
3,018
|
|
|
2,468
|
|
||||
Net earnings
|
|
1,413
|
|
|
1,585
|
|
|
1,618
|
|
|
1,252
|
|
||||
Net earnings attributable to UnitedHealth Group common stockholders
|
|
1,413
|
|
|
1,585
|
|
|
1,597
|
|
|
1,218
|
|
||||
Net earnings per share attributable to UnitedHealth Group common stockholders:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
1.48
|
|
|
1.66
|
|
|
1.68
|
|
|
1.28
|
|
||||
Diluted
|
|
1.46
|
|
|
1.64
|
|
|
1.65
|
|
|
1.26
|
|
||||
2014
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
31,708
|
|
|
$
|
32,574
|
|
|
$
|
32,759
|
|
|
$
|
33,433
|
|
Operating costs
|
|
29,654
|
|
|
30,022
|
|
|
29,856
|
|
|
30,668
|
|
||||
Earnings from operations
|
|
2,054
|
|
|
2,552
|
|
|
2,903
|
|
|
2,765
|
|
||||
Net earnings
|
|
1,099
|
|
|
1,408
|
|
|
1,602
|
|
|
1,510
|
|
||||
Net earnings attributable to UnitedHealth Group common stockholders
|
|
1,099
|
|
|
1,408
|
|
|
1,602
|
|
|
1,510
|
|
||||
Net earnings per share attributable to UnitedHealth Group common stockholders:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
1.12
|
|
|
1.44
|
|
|
1.65
|
|
|
1.58
|
|
||||
Diluted
|
|
1.10
|
|
|
1.42
|
|
|
1.63
|
|
|
1.55
|
|
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 9, 2016
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
William C. Ballard, Jr.
Former Of Counsel
Bingham Greenebaum Doll LLP
(formerly Greenebaum Doll & McDonald PLLC)
|
Michele J. Hooper
President and Chief Executive Officer The Directors’ Council, a company focused on improving the governance processes of corporate boards |
Edson Bueno, M.D.
Founder and Chief Executive Officer
Amil
|
Rodger A. Lawson
Chairman E*TRADE Financial Corporation and Retired President and Chief Executive Officer Fidelity Investments - Financial Services |
Richard T. Burke
Non-Executive Chairman
UnitedHealth Group
|
Glenn M. Renwick
Chairman, President and Chief Executive Officer The Progressive Corporation |
Robert J. Darretta
Retired Vice-Chairman and
Chief Financial Officer
Johnson & Johnson
|
Kenneth I. Shine, M.D.
Professor of Medicine at the Dell Medical School
University of Texas
|
Stephen J. Hemsley
Chief Executive Officer
UnitedHealth Group
|
Gail R. Wilensky, Ph.D.
Senior Fellow Project HOPE, an international health foundation |
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 stockholders
(1)
|
|
33
|
|
|
$
|
68
|
|
|
97
|
|
(3)
|
Equity compensation plans not approved by stockholders
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
(2)
|
|
33
|
|
|
$
|
68
|
|
|
97
|
|
|
(1)
|
Consists of the UnitedHealth Group Incorporated 2011 Stock Incentive Plan, as amended and the UnitedHealth Group 1993 ESPP, as amended.
|
(2)
|
Excludes 263,000 shares underlying stock options assumed by us in connection with an acquisition. These options have a weighted-average exercise price of $95 and an average remaining term of approximately 8.6 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 this acquired plan.
|
(3)
|
Includes 12 million shares of common stock available for future issuance under the Employee Stock Purchase Plan as of December 31, 2015, and 85 million shares available under the 2011 Stock Incentive Plan as of December 31, 2015. 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.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
(a)
|
1
. Financial Statements
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
(b)
|
The following exhibits are filed or incorporated by reference herein in response to Item 601 of Regulation S-K. The Company files Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K pursuant to the Securities Exchange Act of 1934 under Commission File No. 1‑10864.
|
2.1
|
|
Arrangement Agreement, dated as of March 29, 2015, among UnitedHealth Group Incorporated, 1031387 B.C. Unlimited Liability Company and Catamaran Corporation (incorporated by reference to Exhibit 2.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on March 30, 2015)
|
3.1
|
|
Certificate of Incorporation of UnitedHealth Group Incorporated (incorporated by reference to Exhibit 3.1 to UnitedHealth Group Incorporated’s Registration Statement on Form 8-A/A filed on July 1, 2015)
|
3.2
|
|
Bylaws of UnitedHealth Group Incorporated (incorporated by reference to Exhibit 3.2 to UnitedHealth Group Incorporated’s Registration Statement on Form 8-A/A filed on July 1, 2015)
|
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 UnitedHealth Group Incorporated’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, as amended and restated in 2015 (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on June 5, 2015)
|
*10.2
|
|
Amendment to UnitedHealth Group Incorporated’s Stock Option and Stock Appreciation Right Awards, effective November 6, 2014 (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2014)
|
*10.3
|
|
Form of Agreement for Non-Qualified Stock Option Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, as amended and restated in 2015, for awards made after January 1, 2016 (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015)
|
*10.4
|
|
Form of Agreement for Non-Qualified Stock Option Award for International Participants under UnitedHealth Group Incorporated's 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2013)
|
*10.5
|
|
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)
|
*10.6
|
|
Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, as amended and restated in 2015, for awards made after January 1, 2016 (incorporated by reference to Exhibit 10.5 toUnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015)
|
*10.7
|
|
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)
|
*10.8
|
|
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)
|
*10.9
|
|
Form of Agreement for Performance-based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, as amended and restated in 2015, for awards made after January 1, 2016 (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015)
|
*10.10
|
|
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)
|
*10.11
|
|
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)
|
10.12
|
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on July 1, 2015)
|
*10.13
|
|
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)
|
*10.14
|
|
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)
|
*10.15
|
|
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)
|
*10.16
|
|
Second Amendment, dated as of November 5, 2015, of Amended and Restated UnitedHealth Group Incorporated 2008 Executive Incentive Plan (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015)
|
*10.17
|
|
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)
|
*10.18
|
|
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)
|
*10.19
|
|
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)
|
*10.20
|
|
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)
|
*10.21
|
|
Fourth Amendment to UnitedHealth Group Executive Savings Plan (2004 Statement) (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)
|
*10.22
|
|
Fifth Amendment to UnitedHealth Group Executive Savings Plan (2004 Statement) (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014)
|
*10.23
|
|
Sixth Amendment to UnitedHealth Group Executive Savings Plan (2004 Statement) (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015)
|
*10.24
|
|
Summary of Non-Management Director Compensation, effective as of January 1, 2016
|
*10.25
|
|
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)
|
*10.26
|
|
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 10-K for the year ended December 31, 2009)
|
*10.27
|
|
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)
|
*10.28
|
|
Catamaran Corporation Third Amended and Restated Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 4.3 to UnitedHealth Group Incorporated’s Registration Statement on Form S-8, SEC File Number 333-205824, filed on July 23, 2015)
|
*10.29
|
|
Catalyst Health Solutions, Inc. 2006 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 4.4 to UnitedHealth Group Incorporated’s Registration Statement on Form S-8, SEC File Number 333-205824, filed on July 23, 2015)
|
*10.30
|
|
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)
|
*10.31
|
|
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)
|
*10.32
|
|
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)
|
*10.33
|
|
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)
|
*10.34
|
|
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)
|
*10.35
|
|
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)
|
*10.36
|
|
Amended and Restated Employment Agreement, effective as of December 1, 2014, between United HealthCare Services, Inc. and David Wichmann (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015)
|
*10.37
|
|
Amended and Restated Employment Agreement, effective December 1, 2014, between United HealthCare Services, Inc. and Larry Renfro (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015)
|
*10.38
|
|
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)
|
*10.39
|
|
Employment Agreement, effective as of January 1, 2013, between United HealthCare Services, Inc. and Marianne D. Short (incorporated by reference to Exhibit 10.34 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2013)
|
*10.40
|
|
Amended and Restated Employment Agreement, dated as of February 3, 2014, between United HealthCare Services, Inc. and D. Ellen Wilson
|
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 Part II, 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, 2015, filed on February 9, 2016, 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 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 9, 2016
|
(in millions, except per share data)
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
29
|
|
|
$
|
559
|
|
Short-term notes receivable from subsidiaries
|
|
—
|
|
|
27
|
|
||
Deferred income taxes and other current assets
|
|
313
|
|
|
271
|
|
||
Total current assets
|
|
342
|
|
|
857
|
|
||
Equity in net assets of subsidiaries
|
|
56,316
|
|
|
44,643
|
|
||
Long-term notes receivable from subsidiaries
|
|
9,679
|
|
|
4,635
|
|
||
Other assets
|
|
328
|
|
|
278
|
|
||
Total assets
|
|
$
|
66,665
|
|
|
$
|
50,413
|
|
|
|
|
|
|
||||
Liabilities and stockholders’ equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable and accrued liabilities
|
|
$
|
449
|
|
|
$
|
332
|
|
Note payable to subsidiary
|
|
310
|
|
|
215
|
|
||
Commercial paper and current maturities of long-term debt
|
|
6,587
|
|
|
1,365
|
|
||
Total current liabilities
|
|
7,346
|
|
|
1,912
|
|
||
Long-term debt, less current maturities
|
|
25,344
|
|
|
15,891
|
|
||
Deferred income taxes and other liabilities
|
|
145
|
|
|
156
|
|
||
Total liabilities
|
|
32,835
|
|
|
17,959
|
|
||
Commitments and contingencies (Note 5)
|
|
|
|
|
||||
Stockholders’ 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; 953 and 954 issued and outstanding
|
|
10
|
|
|
10
|
|
||
Additional paid-in capital
|
|
29
|
|
|
—
|
|
||
Retained earnings
|
|
37,125
|
|
|
33,836
|
|
||
Accumulated other comprehensive loss
|
|
(3,334
|
)
|
|
(1,392
|
)
|
||
Total UnitedHealth Group stockholders’ equity
|
|
33,830
|
|
|
32,454
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
66,665
|
|
|
$
|
50,413
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Investment and other income
|
|
$
|
396
|
|
|
$
|
293
|
|
|
$
|
252
|
|
Total revenues
|
|
396
|
|
|
293
|
|
|
252
|
|
|||
Operating costs:
|
|
|
|
|
|
|
||||||
Operating costs
|
|
(17
|
)
|
|
1
|
|
|
(9
|
)
|
|||
Interest expense
|
|
717
|
|
|
554
|
|
|
618
|
|
|||
Total operating costs
|
|
700
|
|
|
555
|
|
|
609
|
|
|||
Loss before income taxes
|
|
(304
|
)
|
|
(262
|
)
|
|
(357
|
)
|
|||
Benefit for income taxes
|
|
111
|
|
|
96
|
|
|
130
|
|
|||
Loss of parent company
|
|
(193
|
)
|
|
(166
|
)
|
|
(227
|
)
|
|||
Equity in undistributed income of subsidiaries
|
|
6,006
|
|
|
5,785
|
|
|
5,852
|
|
|||
Net earnings
|
|
5,813
|
|
|
5,619
|
|
|
5,625
|
|
|||
Other comprehensive loss
|
|
(1,942
|
)
|
|
(484
|
)
|
|
(1,346
|
)
|
|||
Comprehensive income
|
|
$
|
3,871
|
|
|
$
|
5,135
|
|
|
$
|
4,279
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Operating activities
|
|
|
|
|
|
|
||||||
Cash flows from operating activities
|
|
$
|
1,727
|
|
|
$
|
7,445
|
|
|
$
|
5,099
|
|
Investing activities
|
|
|
|
|
|
|
||||||
Issuance of notes to subsidiaries
|
|
(5,064
|
)
|
|
(436
|
)
|
|
(1,517
|
)
|
|||
Cash paid for acquisitions
|
|
(12,270
|
)
|
|
(1,852
|
)
|
|
(274
|
)
|
|||
Return of capital to parent company
|
|
4,375
|
|
|
—
|
|
|
—
|
|
|||
Capital contributions to subsidiaries
|
|
(1,109
|
)
|
|
(704
|
)
|
|
(942
|
)
|
|||
Other, net
|
|
140
|
|
|
(9
|
)
|
|
275
|
|
|||
Cash flows used for investing activities
|
|
(13,928
|
)
|
|
(3,001
|
)
|
|
(2,458
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
||||||
Common stock repurchases
|
|
(1,200
|
)
|
|
(4,008
|
)
|
|
(3,170
|
)
|
|||
Proceeds from common stock issuances
|
|
402
|
|
|
462
|
|
|
598
|
|
|||
Cash dividends paid
|
|
(1,786
|
)
|
|
(1,362
|
)
|
|
(1,056
|
)
|
|||
Proceeds from (repayments of) commercial paper, net
|
|
3,666
|
|
|
(794
|
)
|
|
(474
|
)
|
|||
Proceeds from issuance of long-term debt
|
|
11,982
|
|
|
1,997
|
|
|
2,235
|
|
|||
Repayments of long-term debt
|
|
(1,041
|
)
|
|
(812
|
)
|
|
(943
|
)
|
|||
Other, net
|
|
(352
|
)
|
|
(190
|
)
|
|
(34
|
)
|
|||
Cash flows from (used for) financing activities
|
|
11,671
|
|
|
(4,707
|
)
|
|
(2,844
|
)
|
|||
Decrease in cash and cash equivalents
|
|
(530
|
)
|
|
(263
|
)
|
|
(203
|
)
|
|||
Cash and cash equivalents, beginning of period
|
|
559
|
|
|
822
|
|
|
1,025
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
29
|
|
|
$
|
559
|
|
|
$
|
822
|
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow disclosures
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
573
|
|
|
$
|
578
|
|
|
$
|
618
|
|
Cash paid for income taxes
|
|
4,294
|
|
|
4,028
|
|
|
2,765
|
|
UNITEDHEALTH GROUP INCORPORATED
|
|
|
|
By
|
/s/ STEPHEN J. HEMSLEY
|
|
Stephen J. Hemsley
Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
/s/ STEPHEN J. HEMSLEY
|
|
Director and Chief Executive Officer
(principal executive officer)
|
|
February 9, 2016
|
Stephen J. Hemsley
|
|
|
|
|
/s/ DAVID S. WICHMANN
|
|
President and Chief Financial Officer
(principal financial officer)
|
|
February 9, 2016
|
David S. Wichmann
|
|
|
|
|
/s/ THOMAS E. ROOS
|
|
Senior Vice President and
Chief Accounting Officer
(principal accounting officer)
|
|
February 9, 2016
|
Thomas E. Roos
|
|
|
|
|
*
|
|
Director
|
|
February 9, 2016
|
William C. Ballard, Jr.
|
|
|
|
|
*
|
|
Director
|
|
February 9, 2016
|
Edson Bueno
|
|
|
|
|
*
|
|
Director
|
|
February 9, 2016
|
Richard T. Burke
|
|
|
|
|
*
|
|
Director
|
|
February 9, 2016
|
Robert J. Darretta
|
|
|
|
|
*
|
|
Director
|
|
February 9, 2016
|
Michele J. Hooper
|
|
|
|
|
*
|
|
Director
|
|
February 9, 2016
|
Rodger A. Lawson
|
|
|
|
|
*
|
|
Director
|
|
February 9, 2016
|
Glenn M. Renwick
|
|
|
|
|
*
|
|
Director
|
|
February 9, 2016
|
Kenneth I. Shine
|
|
|
|
|
*
|
|
Director
|
|
February 9, 2016
|
Gail R. Wilensky
|
|
|
|
|
*By
|
/s/ MARIANNE D. SHORT
|
|
Marianne D. Short,
As Attorney-in-Fact
|
2.1
|
|
Arrangement Agreement, dated as of March 29, 2015, among UnitedHealth Group Incorporated, 1031387 B.C. Unlimited Liability Company and Catamaran Corporation (incorporated by reference to Exhibit 2.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on March 30, 2015)
|
3.1
|
|
Certificate of Incorporation of UnitedHealth Group Incorporated (incorporated by reference to Exhibit 3.1 to UnitedHealth Group Incorporated’s Registration Statement on Form 8-A/A filed on July 1, 2015)
|
3.2
|
|
Bylaws of UnitedHealth Group Incorporated (incorporated by reference to Exhibit 3.2 to UnitedHealth Group Incorporated’s Registration Statement on Form 8-A/A filed on July 1, 2015)
|
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 UnitedHealth Group Incorporated’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, as amended and restated in 2015 (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on June 5, 2015)
|
*10.2
|
|
Amendment to UnitedHealth Group Incorporated’s Stock Option and Stock Appreciation Right Awards, effective November 6, 2014 (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2014)
|
*10.3
|
|
Form of Agreement for Non-Qualified Stock Option Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, as amended and restated in 2015, for awards made after January 1, 2016 (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015)
|
*10.4
|
|
Form of Agreement for Non-Qualified Stock Option Award for International Participants under UnitedHealth Group Incorporated's 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2013)
|
*10.5
|
|
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)
|
*10.6
|
|
Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, as amended and restated in 2015, for awards made after January 1, 2016 (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015)
|
*10.7
|
|
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)
|
*10.8
|
|
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)
|
*10.9
|
|
Form of Agreement for Performance-based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, as amended and restated in 2015, for awards made after January 1, 2016 (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015)
|
*10.10
|
|
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)
|
*10.11
|
|
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)
|
10.12
|
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on July 1, 2015)
|
*10.13
|
|
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)
|
*10.14
|
|
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)
|
*10.15
|
|
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)
|
*10.16
|
|
Second Amendment, dated as of November 5, 2015, of Amended and Restated UnitedHealth Group Incorporated 2008 Executive Incentive Plan (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015)
|
*10.17
|
|
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)
|
*10.18
|
|
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)
|
*10.19
|
|
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)
|
*10.20
|
|
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)
|
*10.21
|
|
Fourth Amendment to UnitedHealth Group Executive Savings Plan (2004 Statement) (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010)
|
*10.22
|
|
Fifth Amendment to UnitedHealth Group Executive Savings Plan (2004 Statement) (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014)
|
*10.23
|
|
Sixth Amendment to UnitedHealth Group Executive Savings Plan (2004 Statement) (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015)
|
*10.24
|
|
Summary of Non-Management Director Compensation, effective as of January 1, 2016
|
*10.25
|
|
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)
|
*10.26
|
|
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 10-K for the year ended December 31, 2009)
|
*10.27
|
|
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)
|
*10.28
|
|
Catamaran Corporation Third Amended and Restated Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 4.3 to UnitedHealth Group Incorporated’s Registration Statement on Form S-8, SEC File Number 333-205824, filed on July 23, 2015)
|
*10.29
|
|
Catalyst Health Solutions, Inc. 2006 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 4.4 to UnitedHealth Group Incorporated’s Registration Statement on Form S-8, SEC File Number 333-205824, filed on July 23, 2015)
|
*10.30
|
|
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)
|
*10.31
|
|
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)
|
*10.32
|
|
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)
|
*10.33
|
|
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)
|
*10.34
|
|
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)
|
*10.35
|
|
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)
|
*10.36
|
|
Amended and Restated Employment Agreement, effective as of December 1, 2014, between United HealthCare Services, Inc. and David Wichmann (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015)
|
*10.37
|
|
Amended and Restated Employment Agreement, effective December 1, 2014, between United HealthCare Services, Inc. and Larry Renfro (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015)
|
*10.38
|
|
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)
|
*10.39
|
|
Employment Agreement, effective as of January 1, 2013, between United HealthCare Services, Inc. and Marianne D. Short (incorporated by reference to Exhibit 10.34 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2013)
|
*10.40
|
|
Amended and Restated Employment Agreement, dated as of February 3, 2014, between United HealthCare Services, Inc. and D. Ellen Wilson
|
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 Part II, 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, 2015, filed on February 9, 2016, 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 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.
|
•
|
a series of five or ten annual installments following the completion of his or her service on the Board of Directors;
|
•
|
a delayed lump sum following either the fifth or tenth anniversary of the completion of his or her service on the Board of Directors;
|
•
|
for cash deferrals, an immediate lump sum upon the completion of his or her service on the Board of Directors; or
|
•
|
pre-selected amounts to be distributed on pre-selected dates while the director remains a member of the Board of Directors.
|
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, Human Capital and will report directly to the Chief Executive Officer of UnitedHealth Group, Inc. 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 $550,000, 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 target bonus potential will be 90% of annual base salary, subject to periodic adjustments in UnitedHealth Group’s discretion.
|
C.
|
Non-Qualified Stock Options
. 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 the form of Non-Qualified Stock Options (Options) with a Financial Accounting Standards (FAS) value of $1,000,000. This award will vest 25% on each anniversary date of the grant, over a four-year period and will be subject to the terms and conditions of the specific Option award agreement, including certain restrictive covenants, and the 2011 Stock Incentive Plan.
|
D.
|
Restricted Stock Units
. In accordance with guideline amounts authorized by UnitedHealth Group’s Compensation and Human Resources Committee, management will recommend that Executive be awarded Restricted Stock Units with a value of $1,000,000. This award will vest 25% on each anniversary date of the grant, over a four-year period (or such earlier vesting schedule as determined by the Committee) and will be subject to the terms and conditions of the certificate governing the award, including certain restrictive covenants, and the 2011 Stock Incentive Plan.
|
E.
|
Employee Benefits
. Executive will be eligible to participate in UnitedHealth Group’s employee welfare, retirement, and other benefit plans on the same basis as other similarly situated executives, in accordance with the terms of the plans. Executive will be eligible for Paid Time Off in accordance with UnitedHealth Group’s policies. UnitedHealth Group reserves the right to amend or discontinue any plan or policy at any time in its sole discretion. In addition to UnitedHealth Group’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
|
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 such circumstances, or such circumstances will not constitute Good Reason. If the circumstances constituting Good Reason are reasonably capable of being remedied, UnitedHealth Group will have 60 days to remedy such circumstances. “Good Reason” will exist if UnitedHealth Group takes any of the following actions, without Executive’s consent: (a) reduces Executive’s base salary or target bonus percentage other than in connection with a general reduction affecting a group of employees; (b) moves Executive’s primary work location more than 50
|
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 and release of claims in a form determined by UnitedHealth Group in its discretion. UnitedHealth Group shall provide to Executive a form of separation agreement and release of claims no later than three (3) days following Executive’s date of Termination. If Executive does not timely execute and deliver to UnitedHealth Group such separation agreement and release, or if Executive does so, but then revokes it if permitted by and within the time required by applicable law, UnitedHealth Group will have no obligation to pay severance compensation to Executive.
|
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 Information include: inventions; new product or marketing plans; business strategies and plans; merger and acquisition targets; financial and pricing information; computer programs, source codes, models and databases; analytical models; customer lists and information; and supplier and vendor lists and other information which is not generally available to the public. Executive agrees not to disclose or use
Confidential Information, either during or after Executive’s employment with UnitedHealth Group,
except as necessary to perform Executive’s UnitedHealth Group duties or as UnitedHealth Group may consent in writing.
|
C.
|
Non-Disparagement
. Executive agrees not to criticize, make any negative comments about or otherwise disparage UnitedHealth Group or those associated
|
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 UnitedHealth Group’s provision of products and services to such person or entity;
|
(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
|
(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
|
6.
|
Miscellaneous
.
|
A.
|
Tax Withholding
. All compensation payable under this Agreement will be subject to applicable tax withholding and other required or authorized deductions.
|
B.
|
Assignment
. Executive may not assign this Agreement. UnitedHealth Group may assign this Agreement. Any successor to UnitedHealth Group will be deemed to be UnitedHealth Group under this Agreement.
|
C.
|
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 or partial exercise of any right or remedy preclude any other or further exercise of such right or remedy.
|
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/ Marianne D. Short
|
|
|
/s/ D. Ellen Wilson
|
Its
|
Chief Legal Officer UHG
|
|
|
|
|
|
|
|
|
Date
|
2/3/2014
|
|
Date
|
2/3/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
||||||||||
(dollars in millions)
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Earnings before income taxes
|
|
$
|
10,231
|
|
|
$
|
9,656
|
|
|
$
|
8,915
|
|
|
$
|
8,622
|
|
|
$
|
7,959
|
|
Fixed charges
|
|
957
|
|
|
753
|
|
|
839
|
|
|
732
|
|
|
594
|
|
|||||
Total earnings available for fixed charges
|
|
$
|
11,188
|
|
|
$
|
10,409
|
|
|
$
|
9,754
|
|
|
$
|
9,354
|
|
|
$
|
8,553
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
$
|
790
|
|
|
$
|
618
|
|
|
$
|
708
|
|
|
$
|
632
|
|
|
$
|
505
|
|
Interest component of rental payments
|
|
167
|
|
|
135
|
|
|
131
|
|
|
100
|
|
|
89
|
|
|||||
Total fixed charges
|
|
$
|
957
|
|
|
$
|
753
|
|
|
$
|
839
|
|
|
$
|
732
|
|
|
$
|
594
|
|
Ratio of earnings to fixed charges
|
|
11.7
|
|
|
13.8
|
|
|
11.6
|
|
|
12.8
|
|
|
14.4
|
|
Name of Entity
|
State of Jurisdiction or Domicile
|
Doing Business As
|
1031387 B.C. Unlimited Liability Company
|
Canada
|
|
310 Canyon Medical, LLC
|
CA
|
|
Access I.V., LLC
|
CA
|
|
ACN Group IPA of New York, Inc.
|
NY
|
|
ACN Group of California, Inc.
|
CA
|
OptumHealth Physical Health of California
|
Advanced Care Pharmacy, Inc.
|
NY
|
|
Advanced Care, Inc.
|
NY
|
|
AHJV MSO, Inc.
|
DE
|
|
AHJV, Inc.
|
DE
|
|
Alere Health Improvement Company
|
DE
|
|
Alere Health, LLC
|
DE
|
|
Alere Healthcare of Illinois, Inc.
|
GA
|
|
Alere of New York, Inc.
|
NY
|
|
Alere Wellbeing, Inc.
|
DE
|
|
Alere Wellology, Inc.
|
DE
|
|
Alere Women's and Children's Health, LLC
|
DE
|
|
All Savers Insurance Company
|
IN
|
|
All Savers Life Insurance Company of California
|
CA
|
|
Ambient Healthcare of Central Florida, Inc.
|
FL
|
|
Ambient Healthcare of Georgia, Inc.
|
GA
|
AxelaCare
|
Ambient Healthcare of Northeast Florida, Inc.
|
FL
|
|
Ambient Healthcare of S. Florida, Inc.
|
FL
|
|
Ambient Healthcare of West Florida, Inc.
|
FL
|
|
Ambient Healthcare, Inc.
|
FL
|
|
Ambient Holdings, Inc.
|
DE
|
|
Ambient Nursing Services, Inc.
|
FL
|
|
AmeriChoice Corporation
|
DE
|
|
AmeriChoice Health Services, Inc.
|
DE
|
|
AmeriChoice of Connecticut, Inc.
|
CT
|
|
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
|
|
Angiografia e Hemodinâmica Madre Theodora Ltda.
|
Brazil
|
|
AppleCare Medical Management, LLC
|
CA
|
|
ARC Infusion, LLC
|
CA
|
Access IV
|
Arizona Physicians IPA, Inc.
|
AZ
|
UnitedHealthcare Arizonia Physicians IPA
UnitedHealthcare Community Plan |
ASI Global, LLC
|
TX
|
|
AssuranceRx, LLC
|
AL
|
|
Audax Health Solutions, LLC
|
DE
|
|
Aveta Arizona, Inc.
|
AZ
|
|
Aveta Health Solutions Inc.
|
DE
|
|
Aveta Inc.
|
DE
|
|
Aveta Kansas City, Inc.
|
KS
|
|
Aveta Tennessee, Inc
|
DE
|
|
AxelaCare Health Solutions, LLC
|
DE
|
|
AxelaCare Holdings, Inc.
|
DE
|
|
AxelaCare Intermediate Holdings, LLC
|
DE
|
|
AxelaCare, LLC
|
DE
|
|
Behavioral Healthcare Options, Inc.
|
NV
|
|
Bosque Medical Center S.A.
|
Brazil
|
|
BriovaRx of Georgia, LLC
|
GA
|
|
BriovaRx of Hawaii, LLC
|
HI
|
|
BriovaRx of Indiana, LLC
|
IN
|
|
BriovaRx of Louisiana, LLC
|
LA
|
|
BriovaRx of Maine, Inc.
|
ME
|
|
BriovaRx of Massachusetts, LLC
|
MA
|
|
BriovaRx of Nevada, LLC
|
NV
|
|
BriovaRx, LLC
|
AL
|
|
Cardio Management, Inc.
|
DE
|
|
Care Improvement Plus Group Management, LLC
|
MD
|
|
Care Improvement Plus of Texas Insurance Company
|
TX
|
Care Improvement Plan
|
Care Improvement Plus South Central Insurance Company
|
AR
|
|
Care Improvement Plus Wisconsin Insurance Company
|
WI
|
|
Catalyst360, LLC
|
DE
|
|
Catamaran Discount Card Services, LLC
|
DE
|
|
Catamaran Health Solutions, LLC
|
DE
|
|
Catamaran Holdings I, LLC
|
DE
|
|
Catamaran Home Delivery of Florida, Inc.
|
DE
|
|
Catamaran Home Delivery of Illinois, LLC
|
IL
|
|
Catamaran Home Delivery of Ohio, Inc.
|
OH
|
|
Catamaran Home Delivery of Texas, Inc.
|
TX
|
|
Catamaran Hospice Services, LLC
|
DE
|
|
Catamaran Insurance of Ohio, Inc.
|
OH
|
|
Catamaran IPA III, Inc.
|
NY
|
|
Catamaran LLC
|
TX
|
|
Catamaran Mail, LLC
|
DE
|
|
Catamaran of Pennsylvania, LLC
|
DE
|
|
Catamaran PBM of Illinois II, Inc.
|
IL
|
|
Catamaran PBM of Illinois, Inc.
|
DE
|
|
Catamaran PBM of Maryland, Inc.
|
NV
|
|
Catamaran PBM of Pennsylvania, LLC
|
PA
|
|
Catamaran PBM of Puerto Rico, LLC
|
NV
|
|
Catamaran PBM Services, LLC
|
WI
|
|
Catamaran PD of Maryland, Inc.
|
NV
|
|
Catamaran PD of Pennsylvania, LLC
|
PA
|
|
Catamaran PD of Puerto Rico, LLC
|
NV
|
|
Catamaran Pharmacy of Nevada, Inc.
|
NV
|
|
Catamaran Rebate Management, Inc.
|
NV
|
|
Catamaran S.á.r.l.
|
Luxembourg
|
|
Catamaran Senior Services, LLC
|
AL
|
|
Cemed Care - Empressa de Atendimento Clínico Geral Ltda.
|
Brazil
|
|
ChinaGate (Hong Kong) Limited
|
Hong Kong
|
OptumInsight
|
ChinaGate Company Limited
|
China
|
|
CMS – Central de Manipulação e Serviços Farmacêuticos S.A.
|
Brazil
|
|
Coachella Valley Physicians of PrimeCare, Inc.
|
CA
|
|
Coalition For Advanced Pharmacy Services, LLC
|
DE
|
|
COI – Clínicas Oncológicas Integradas S.A.
|
Brazil
|
|
COI Participações S.A.
|
Brazil
|
|
Collaborative Care Holdings, LLC
|
DE
|
|
Collaborative Care Services, Inc.
|
DE
|
|
Collaborative Care Solutions, LLC
|
DE
|
NextDoor Health
|
Collaborative Realty, LLC
|
NY
|
|
Comfort Care Transportation, LLC
|
TX
|
|
Commonwealth Administrators, LLC
|
KY
|
|
Connextions HCI, LLC
|
FL
|
|
Connextions, Inc.
|
FL
|
Connextions
Connextions Health |
Crescent Drug Corp.
|
NY
|
|
Cypress Care, Inc.
|
DE
|
|
Day-Op Surgery Consulting Company, LLC
|
DE
|
|
DBP Services of New York IPA, Inc.
|
NY
|
|
Dental Benefit Providers of California, Inc.
|
CA
|
OptumHealth Dental of California
|
Dental Benefit Providers of Illinois, Inc.
|
IL
|
|
Dental Benefit Providers, Inc.
|
DE
|
DBP Services
DBP Services Inc. |
Distance Learning Network, Inc.
|
DE
|
i3CME
OptumHealth Education |
Duncan Printing Services, LLC
|
SC
|
|
DWIC of Tampa Bay, Inc.
|
FL
|
|
Electronic Network Systems, Inc.
|
DE
|
|
ELG FZE
|
Dubai
|
|
Esho – Empresa de Serviços Hospitalares S.A.
|
Brazil
|
|
Etho – Empresa de Tecnologia Hospitalar Ltda.
|
Brazil
|
|
Evercare Collaborative Solutions, Inc.
|
DE
|
|
Excellion Serviços Biomédicos S.A.
|
Brazil
|
|
Executive Health Resources, Inc.
|
PA
|
|
Family Health Care Services
|
NV
|
|
Family Home Hospice, Inc.
|
NV
|
Family Home Hospice and Palliative Care
|
First Rx Specialty & Mail Services, LLC
|
DE
|
|
FMG Holdings, LLC
|
DE
|
|
FOR HEALTH OF ARIZONA, INC.
|
AZ
|
Care Level Management of Arizona Medical Services
INSPIRIS of Arizona |
For Health, Inc.
|
DE
|
|
Frontier MEDEX Limited
|
UK
|
|
Frontier Medex Tanzania Limited
|
Tanzania
|
|
FrontierMEDEX (RMS), Inc.
|
DE
|
|
FrontierMEDEX Canada Holdings Ltd.
|
Canada
|
|
FrontierMEDEX Canada Limited
|
Canada
|
UnitedHealthcare Global
|
FrontierMEDEX Government Services, LLC
|
DE
|
|
FrontierMEDEX Kenya Limited
|
Kenya
|
|
FrontierMEDEX US, Inc.
|
DE
|
|
FrontierMEDEX, Inc.
|
MN
|
UnitedHealthcare Global
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gethealthinsurance.com Agency Inc.
|
IN
|
UnitedOne Insurance Agency
|
Golden Outlook, Inc.
|
CA
|
Golden Outlook
Golden Outlook Insurance Services |
Golden Rule Financial Corporation
|
DE
|
|
Golden Rule Insurance Company
|
IN
|
UnitedHealthOne
|
Guardian Health Systems Limited Partnership
|
OK
|
|
H&W Indemnity (SPC), Ltd.
|
Cayman
|
|
Harken Health Insurance Company
|
WI
|
|
Health Business Systems, Inc.
|
PA
|
|
Health Net Insurance of New York, Inc.
|
NY
|
|
Health Net Services (Bermuda) Ltd.
|
Bermuda
|
|
Health Plan of Nevada, Inc.
|
NV
|
|
Health Technology Analysts Pty Limited
|
Australia
|
Innovus
OptumInsight |
HealthAllies, Inc.
|
DE
|
OptumHealth Allies
UnitedHealth Allies |
Healthcare Solutions, Inc.
|
DE
|
|
Highlands Ranch Healthcare, LLC
|
CO
|
|
Home Care I.V. of Bend, LLC
|
OR
|
AxelaCare
|
Home Infusion With Heart, LLC
|
NE
|
AxelaCare
|
Hospice Inspiris Holdings, Inc.
|
TN
|
|
Hospital Alvorada de Taguatinga Ltda.
|
Brazil
|
|
Hospital AMA S.A.
|
Brazil
|
|
Hospital Carlos Chagas S.A.
|
Brazil
|
|
Hospital Maternidade Promater Ltda.
|
Brazil
|
|
HPP - Medicina Molecular, S.A.
|
Portugal
|
|
Humedica, Inc.
|
DE
|
|
Hygeia Corporation
|
DE
|
|
Hygeia Corporation
|
Canada
|
|
Imed Star – Serviços de Desempenho Organizacional Ltda.
|
Brazil
|
|
Infusource, LLC
|
CA
|
Access IV
|
Ingram & Associates, LLC
|
TN
|
Ingram & Associates, LLC (Tennessee)
Ingram & Associates,(Tennessee) LLC Ingram BPO Services, LLC |
inPharmative, Inc.
|
NV
|
|
INSPIRIS of New York IPA, Inc.
|
NY
|
Care Level Management of New York
INSPIRIS of New York IPA OptumCare Network IPA |
INSPIRIS of New York Management, Inc.
|
NY
|
INSPIRIS of New York Management
|
Inspiris of Tennessee, Inc.
|
TN
|
|
INSPIRIS of Texas Physician Group
|
TX
|
Optum Clinic
|
Inspiris Services Company
|
TN
|
Care Level Management of Florida
|
Inspiris, Inc.
|
DE
|
|
International Psychological Services Pty Limited
|
Australia
|
IPS Conferences
IPS Worldwide |
IRX Financing I LLC
|
DE
|
|
IV Specialists, Inc.
|
SC
|
|
Lifeprint Accountable Care Organization, LLC
|
DE
|
|
Lifeprint East, Inc.
|
DE
|
|
LifePrint Health, Inc.
|
DE
|
Optum Medical Network
|
LMN – Laboratório de Medicina Nuclear, Unipessoal, Lda.
|
Portugal
|
|
Logistics Health, Inc.
|
WI
|
|
Lusíadas A.C.E.
|
Portugal
|
|
Lusíadas, S.A.
|
Portugal
|
|
Lusíadas, SGPS, S.A.
|
Portugal
|
|
Lusíadas-Parcerias Cascais, S.A.
|
Portugal
|
|
MAMSI Insurance Resources, LLC
|
MD
|
|
MAMSI Life and Health Insurance Company
|
MD
|
MAMSI LIFE AND HEALTH
MLH |
Managed Physical Network, Inc.
|
NY
|
|
MD Ops, Inc.
|
CA
|
|
MD-Individual Practice Association, Inc.
|
MD
|
M.D. IPA
M.D. IPA HEALTH M.D. IPA PREFERRED |
Medalliance Net Ltda
|
Brazil
|
|
MEDEX Insurance Services, Inc.
|
MD
|
MEDEX Insurance Agency
MGG Insurance Services |
MedExpress Development, LLC
|
FL
|
|
MedExpress Urgent Care of Boynton Beach, LLC
|
FL
|
|
MedExpress Urgent Care, Inc. - Ohio
|
OH
|
|
Medica Health Plans of Florida, Inc.
|
FL
|
EZ Care
|
Medica HealthCare Plans, Inc.
|
FL
|
|
Medical Preparatory School of Allied Health, LLC
|
TX
|
|
Medical Transportation Services, LLC
|
FL
|
|
MedSynergies North Texas, Inc.
|
TX
|
Medical Edge Healthcare Group, Inc.
Medical Edge Recruiting Group MERG Physician Staffing Resource PSR tkg} Medstaff |
MedSynergies, Inc.
|
DE
|
|
MHC Real Estate Holdings, LLC
|
CA
|
|
Mission Road Pharmacy, Inc.
|
CA
|
|
Modern Medical, Inc.
|
OH
|
|
Monarch Management Services, Inc.
|
DE
|
|
Mustang Razorback Holdings, Inc.
|
DE
|
|
NAMM Holdings, Inc.
|
DE
|
|
National Pacific Dental, Inc.
|
TX
|
|
Neighborhood Health Partnership, Inc.
|
FL
|
Neighborhood Health
Neighborhood Health Partnership NHP |
Netwerkes, LLC
|
TN
|
|
Nevada Medical Services LLC
|
NV
|
Optum Medical Services
|
Nevada Pacific Dental
|
NV
|
|
North American Medical Management - Illinois, Inc.
|
IL
|
|
North American Medical Management California, Inc.
|
TN
|
|
Northern Nevada Health Network, Inc.
|
NV
|
|
Nutritional/Parenteral Home Care of Decatur, Inc.
|
AL
|
|
Nutritional/Parenteral Home Care of Huntsville, Inc.
|
AL
|
|
Nutritional/Parenteral Home Care, Inc.
|
AL
|
|
OneNet PPO, LLC
|
MD
|
|
Optimum Choice, Inc.
|
MD
|
OCI
OCI HEALTH PLAN OCI PREFERRED OPTIMUM CHOICE OPTIMUM CHOICE ADVANTAGE OPTIMUM CHOICE HEALTH PLAN OPTIMUM CHOICE PREFERRED |
Optum Bank, Inc.
|
UT
|
Exante Bank, Inc.
OptumHealth Bank, Inc. |
Optum Biometrics, Inc.
|
IL
|
Wellness, Inc.
Wellness, Inc., which will do business in California as Illinois Wellness, Inc. |
Optum Clinical Services, Inc.
|
DE
|
Optum Staffing Services, Inc.
|
Optum Clinics Holdings, Inc.
|
DE
|
|
Optum Clinics Intermediate Holdings, Inc.
|
DE
|
|
Optum Global Solutions International B.V.
|
Netherlands
|
|
Optum Government Solutions, Inc.
|
DE
|
Integris
Integris Inc. |
Optum Health & Technology (Australia) Pty Ltd
|
Australia
|
PPC Worldwide Holdings Pty ltd
|
Optum Health & Technology (India) Private Limited
|
India
|
|
Optum Health & Technology (Singapore) Pte. Ltd.
|
Singapore
|
|
Optum Health & Technology (UK) Limited
|
UK
|
|
Optum Health & Technology (US), LLC
|
MO
|
|
Optum Health & Technology FZ-LLC
|
UAE
|
|
Optum Health & Technology Holdings (US), LLC
|
MO
|
|
Optum Health & Technology Serviços do Brasil Ltda.
|
Brazil
|
|
Optum Health Services (Canada) Ltd.
|
Canada
|
Interlock Employee and Family Assistance
|
Optum Health Solutions (UK) Limited
|
UK
|
|
Optum Labs Dimensions, Inc.
|
DE
|
|
Optum Labs International (UK) Ltd.
|
UK
|
|
Optum Labs, Inc.
|
DE
|
|
Optum Life Sciences (Canada) Inc.
|
Canada
|
|
Optum Management Consulting (Shanghai) Co., Ltd.
|
China
|
|
Optum Nevada Accountable Care Organization LLC
|
DE
|
|
Optum Palliative and Hospice Care of Pennsylvania, Inc.
|
TN
|
Evercare Hospice & Palliative Care
|
Optum Palliative and Hospice Care of Texas, Inc.
|
TN
|
Evercare Hospice & Palliative Care
|
Optum Palliative and Hospice Care, Inc.
|
DE
|
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 Cleveland Evercare Palliative Services of Colorado Springs Evercare Palliative Services of 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 Hospice Care Suites |
Optum Public Sector Solutions, Inc.
|
DE
|
Ingenix Public Sector Solutions
Ingenix Public Sector Solutions, Inc. |
Optum Rocket, Inc.
|
DE
|
|
Optum Services, Inc.
|
DE
|
|
Optum Solutions do Brasil – Tecnologia e Serviços de Suporte Ltda.
|
Brazil
|
|
Optum Solutions UK Holdings Limited
|
UK
|
|
Optum Technology, Inc.
|
DE
|
|
Optum UK Solutions Group Limited
|
UK
|
|
Optum, Inc.
|
DE
|
|
Optum360 Services, Inc.
|
DE
|
|
Optum360, LLC
|
DE
|
|
OptumHealth Care Solutions, Inc.
|
MN
|
OptumHealth Care Solutions
|
OptumHealth Financial Services, Inc.
|
DE
|
|
OptumHealth Holdings, LLC
|
DE
|
|
OptumHealth International B.V.
|
Netherlands
|
|
OptumInsight Holdings, LLC
|
DE
|
|
OptumInsight Life Sciences, Inc.
|
DE
|
CanReg
Innovus QualityMetric QualityMetric Incorporated |
OptumInsight, Inc.
|
DE
|
Ingenix
Ingenix, Inc. Optum |
OptumRx Group Holdings, Inc.
|
DE
|
|
OptumRx Holdings, LLC
|
DE
|
|
OptumRx NY IPA, Inc.
|
NY
|
|
OptumRx Pharmacy, Inc.
|
DE
|
|
OptumRx, Inc.
|
CA
|
FirstLine Medical
hi HealthInnovations OptumRx OptumRx Pharmacy at Rockwell Collins Prescription Solution by OptumRx Prescription Solutions PRESCRIPTION SOLUTIONS |
OrthoNet Holdings, Inc.
|
DE
|
|
OrthoNet LLC
|
NY
|
|
OrthoNet New York IPA, Inc.
|
NY
|
|
OrthoNet of the Mid-Atlantic, Inc.
|
DE
|
|
OrthoNet of the South, Inc.
|
DE
|
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OrthoNet Services, Inc.
|
DE
|
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OrthoNet West, Inc.
|
DE
|
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Ovations, Inc.
|
DE
|
|
Oxford Benefit Management, Inc.
|
CT
|
|
Oxford Health Insurance, Inc.
|
NY
|
|
Oxford Health Plans (CT), Inc.
|
CT
|
|
Oxford Health Plans (NJ), Inc.
|
NJ
|
|
Oxford Health Plans (NY), Inc.
|
NY
|
|
Oxford Health Plans LLC
|
DE
|
Oxford Agency - Oxford Health Plans Inc.
|
PacifiCare Life and Health Insurance Company
|
IN
|
UnitedHealthOne
|
PacifiCare Life Assurance Company
|
CO
|
UnitedHealthOne
|
PacifiCare of Arizona, Inc.
|
AZ
|
PacifiCare
Secure Horizons |
PacifiCare of Colorado, Inc.
|
CO
|
Comprecare, Inc.
Secure Horizons |
PacifiCare of Nevada, Inc.
|
NV
|
PacifiCare
Secure Horizons |
Payment Resolution Services, LLC
|
TN
|
AIM Healthcare Services
AIM Healthcare Services, LLC AIM Services Healthcare Data Solutions Overpayment Recovery Services |
PCCCV, Inc.
|
CA
|
|
PCN DE Corp.
|
DE
|
|
Pharmaceutical Care Network
|
CA
|
|
PHC Subsidiary Holdings, LLC
|
TX
|
|
PHYS Holding Corp.
|
DE
|
|
PhyServe Holdings, Inc.
|
DE
|
|
Physician Care Partners, Inc.
|
IL
|
|
Physicians Health Choice of Texas, LLC
|
TX
|
Physicians Health Choice
|
Physicians Health Plan of Maryland, Inc.
|
MD
|
|
Plus One Health Management Puerto Rico, Inc.
|
PR
|
|
Plus One Holdings, Inc.
|
DE
|
|
Polar II Fundo de Investimento em Participações
|
Brazil
|
|
Polo Holdco, LLC
|
DE
|
|
ppoONE, Inc.
|
DE
|
|
Preferred Care Partners Holding, Corp.
|
FL
|
UnitedHealthcare
|
Preferred Care Partners Medical Group, Inc.
|
FL
|
Preferred Care Partners Medical Group of Hialeah
Preferred Care Partners Medical Group of Little Havana Preferred Care Partners Medical Group of North Shore Preferred Care Partners Medical Group of Red Road Preferred Care Partners Medical Group of West Hialeah Preferred Care Partners Medical Group of Westchester |
Preferred Care Partners, Inc.
|
FL
|
CareFlorida
Preferred Care Partners |
Premier Choice ACO, Inc.
|
CA
|
|
Prime Health, Inc.
|
NV
|
Med One Works
|
PrimeCare Medical Network, Inc.
|
CA
|
|
PrimeCare of Citrus Valley, Inc.
|
CA
|
|
PrimeCare of Corona, Inc.
|
CA
|
|
PrimeCare of Hemet Valley, Inc.
|
CA
|
|
PrimeCare of Inland Valley, Inc.
|
CA
|
|
PrimeCare of Moreno Valley, Inc.
|
CA
|
|
PrimeCare of Redlands, Inc.
|
CA
|
|
PrimeCare of Riverside, Inc.
|
CA
|
|
PrimeCare of San Bernardino, Inc.
|
CA
|
|
PrimeCare of Sun City, Inc.
|
CA
|
|
PrimeCare of Temecula, Inc.
|
CA
|
|
Procura Management, Inc.
|
DE
|
|
ProHEALTH Fitness of Lake Success, LLC
|
NY
|
|
ProHealth Medical Management, LLC
|
DE
|
|
ProHealth Physicians, ACO, LLC.
|
|
|
ProHealth Physicians, Inc
|
CT
|
|
ProHealth Proton Center Management, LLC
|
DE
|
|
Pronetics Health Care Group, Inc.
|
SC
|
|
QSSI Technologies India Private Limited
|
India
|
|
Quality Software Services, Inc.
|
MD
|
Optum
Optum, Inc. Q.S.S., Inc. QSSI |
R&H Family Fitness Unlimited LLC
|
TX
|
Elvira Cisneros Senior Community Center by WellMed
Family Fitness Unlimited |
Rally Health, Inc.
|
DE
|
|
RxCare Providers Corp.
|
NY
|
|
Salveo Specialty Pharmacy, Inc.
|
DE
|
|
SCP Specialty Infusion, LLC
|
DE
|
|
ScripNet, LLC
|
DE
|
|
ScriptSwitch Limited
|
UK
|
|
Seisa Serviços Integrados de Saúde Ltda.
|
Brazil
|
|
Senior Care Partners, Inc.
|
IL
|
|
Serquinox Holdings LLC
|
DE
|
|
Serquinox LLC
|
DE
|
AxelaCare
Equinox Healthcare |
Sierra Health and Life Insurance Company, Inc.
|
NV
|
|
Sierra Health Services, Inc.
|
NV
|
Sierra Military Health Services, LLC
|
Sierra Health-Care Options, Inc.
|
NV
|
|
Sierra Home Medical Products, Inc.
|
NV
|
THC of Nevada
THC of Nevada Pharmacy |
Sierra Nevada Administrators, Inc.
|
NV
|
|
Sirona Infusion, L.L.C.
|
AZ
|
AxelaCare
|
Southwest Medical Associates, Inc.
|
NV
|
SMA Lifestyle Center
Southwest Hospitalist Services Group |
Southwest Michigan Health Network Inc.
|
MI
|
|
Specialty Benefits, LLC
|
DE
|
EyeFit
EyeFit Vision Center EyeFit Vision Centers |
Spectera of New York, IPA, Inc.
|
NY
|
|
Spectera, Inc.
|
MD
|
CARE Programs, a division of Spectera, Inc
Health Benefit Sevices, Inc. Spectera United Optical |
Spotlite, Inc.
|
DE
|
|
Summit Home Infusion, LLC
|
DE
|
|
SXC Comet, LLC
|
DE
|
|
The Lewin Group, Inc.
|
NC
|
Lewin
|
Three Rivers Holdings, Inc.
|
DE
|
|
Travel Express Incorporated
|
MD
|
|
Trinity Infusion, Inc.
|
NC
|
AxelaCare
|
U.S. Behavioral Health Plan, California
|
CA
|
Life Strategies
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.
|
Brazil
|
|
UHIC Holdings, Inc.
|
DE
|
|
Ultima Rx, LLC
|
FL
|
|
UMR, Inc.
|
DE
|
Avidyn Health
Fiserv Health - Kansas Fiserv Health - Wausau Benefits UMR UMR Health Insurance Services UMR, Inc. |
Unimerica Insurance Company
|
WI
|
Unimerica Life Insurance Company
|
Unimerica Life Insurance Company of New York
|
NY
|
|
Unison Administrative Services, LLC
|
PA
|
|
Unison Health Plan of Delaware, Inc.
|
DE
|
UnitedHealthcare Community Plan
|
Unison Health Plan of the Capital Area, Inc.
|
DC
|
UnitedHealthcare Community Plan
|
United Behavioral Health
|
CA
|
Life Strategies
Optum Idaho OptumHealth Behavioral Solutions Plan 21, Incorporated Plan 21, INCORPORATED United Behavioral Health (Inc.) United Behavioral Health, Inc. |
United Behavioral Health of New York, I.P.A., Inc.
|
NY
|
|
United Health Foundation
|
MN
|
United Health Hospice Foundation
|
United HealthCare Services, Inc.
|
MN
|
AmeriChoice
Center for Health Care Policy and Evaluation Charter HealthCare, Inc. Employee Performance Design EverCare Health Professionals Review Healthmarc HealthPro Institute for Human Resources Optum UHC MANAGEMENT & ADMINISTRATORS UHC Management Company UHC Management Company, Inc. Unimerica Workplace Benefits United HealthCare Corporation United HealthCare Management Company, Inc. United HealthCare Management Services United HealthCare Services of Minnesota United HealthCare Services of Minnesota, Inc. United HealthCare Services, Inc. d/b/a United Health United Resource Networks United Resource Networks, Inc. UnitedHealth Products UnitedHealthcare MedicareStore |
United Resource Networks IPA of New York, Inc.
|
NY
|
|
UnitedHealth Advisors, LLC
|
ME
|
UnitedHealthcare
|
UnitedHealth Group Global Healthcare Services Limited
|
Ireland
|
|
UnitedHealth Group Global Services, Inc.
|
Philippines
|
|
UnitedHealth Group Incorporated
|
DE
|
UnitedHealth Group
|
UnitedHealth Group Information Services Private Limited
|
India
|
|
UnitedHealth Group International GP
|
Cayman
|
|
UnitedHealth Group International L.P.
|
Cayman
|
|
UnitedHealth International, Inc.
|
DE
|
|
UnitedHealth Military & Veterans Services, LLC
|
DE
|
|
UnitedHealth UK Limited
|
UK
|
|
UnitedHealthcare Benefits of Texas, Inc.
|
TX
|
PacifiCare
Secure Horizons |
UnitedHealthcare Benefits Plan of California
|
CA
|
|
UnitedHealthcare Community Plan of California, Inc.
|
CA
|
|
UnitedHealthcare Community Plan of Georgia, Inc.
|
GA
|
|
UnitedHealthcare Community Plan of Ohio, Inc.
|
OH
|
Unison
Unison ABD Plus Unison Advantage Unison Health Plan Unison Kids |
UnitedHealthcare Community Plan of Texas, L.L.C.
|
TX
|
United Healthcare - Texas
UnitedHealthcare Comminity Plan |
UnitedHealthcare Community Plan, Inc.
|
MI
|
|
UnitedHealthcare Consulting & Assistance Service (Beijing) Co., Ltd.
|
China
|
|
UnitedHealthcare Europe S.á.r.l.
|
Luxembourg
|
|
UnitedHealthcare India Private Limited
|
India
|
|
UnitedHealthcare Insurance Company
|
CT
|
UnitedHealthOne
|
UnitedHealthcare Insurance Company of Illinois
|
IL
|
|
UnitedHealthcare Insurance Company of New York
|
NY
|
|
UnitedHealthcare Insurance Company of the River Valley
|
IL
|
|
UnitedHealthcare Integrated Services, Inc.
|
AZ
|
Evercare Select
UnitedHealthcare Community Plan |
UnitedHealthcare International Asia, LLC
|
DE
|
|
UnitedHealthcare International I B.V.
|
Netherlands
|
|
UnitedHealthcare International I S.á.r.l.
|
Luxembourg
|
|
UnitedHealthcare International II B.V.
|
Netherlands
|
|
UnitedHealthcare International II S.á.r.l.
|
Luxembourg
|
|
UnitedHealthcare International III S.á.r.l.
|
Luxembourg
|
|
UnitedHealthcare International IV S.á.r.l.
|
Luxembourg
|
|
UnitedHealthcare International V S.á.r.l.
|
Luxembourg
|
|
UnitedHealthcare Life Insurance Company
|
WI
|
UnitedHealthOne
|
UnitedHealthcare of Alabama, Inc.
|
AL
|
|
UnitedHealthcare of Arizona, Inc.
|
AZ
|
|
UnitedHealthcare of Arkansas, Inc.
|
AR
|
Complete Health
|
UnitedHealthcare of Colorado, Inc.
|
CO
|
MetraHealth Care Plan
|
UnitedHealthcare of Florida, Inc.
|
FL
|
AMERICHOICE
EVERCARE AT HOME OPTUMHEALTH OVATIONS |
UnitedHealthcare of Georgia, Inc.
|
GA
|
United HealthCare of Georgia
|
UnitedHealthcare of Illinois, Inc.
|
IL
|
|
UnitedHealthcare of Kentucky, Ltd.
|
KY
|
United HealthCare of Kentucky, L.P.
|
UnitedHealthcare of Louisiana, Inc.
|
LA
|
UnitedHealthcare Community Plan
|
UnitedHealthcare of Mississippi, Inc.
|
MS
|
|
UnitedHealthcare of New England, Inc.
|
RI
|
|
UnitedHealthcare of New Mexico, Inc.
|
NM
|
|
UnitedHealthcare of New York, Inc.
|
NY
|
UnitedHealthcare Community Plan
|
UnitedHealthcare of North Carolina, Inc.
|
NC
|
|
UnitedHealthcare of Ohio, Inc.
|
OH
|
|
UnitedHealthcare of Oklahoma, Inc.
|
OK
|
PacifiCare
PacifiCare Health Options PacifiCare of Oklahoma Secure Horizons |
UnitedHealthcare of Oregon, Inc.
|
OR
|
Secure Horizons
|
UnitedHealthcare of Pennsylvania, Inc.
|
PA
|
|
UnitedHealthcare of Texas, Inc.
|
TX
|
|
UnitedHealthcare of the Mid-Atlantic, Inc.
|
MD
|
|
UnitedHealthcare of the Midlands, Inc.
|
NE
|
|
UnitedHealthcare of the Midwest, Inc.
|
MO
|
|
UnitedHealthcare of Utah, Inc.
|
UT
|
UnitedHealthcare of Idaho, Inc.
|
UnitedHealthcare of Washington, Inc.
|
WA
|
PacifiCare
Secure Horizons UnitedHealthcare Community Plan |
UnitedHealthcare of Wisconsin, Inc.
|
WI
|
UnitedHealthcare of Wisconsin - Personal Care Plus
|
UnitedHealthcare Plan of the River Valley, Inc.
|
IL
|
|
UnitedHealthcare Service LLC
|
DE
|
|
UnitedHealthcare Services Company of the River Valley, Inc.
|
DE
|
|
UnitedHealthcare Specialty Benefits, LLC
|
ME
|
UnitedHealthcare Specialty Benefits
|
UnitedHealthcare, Inc.
|
DE
|
|
Urgent Care Holdings, Inc.
|
DE
|
|
Urgent Care MSO, LLC
|
DE
|
|
Valley Physicians Network, Inc.
|
CA
|
|
WellMed Medical Management of Florida, Inc.
|
FL
|
WellMed at 9th Ave. North
WellMed at Bartow WellMed at Downtown Clearwater WellMed at Fort Pierce WellMed at Haines City 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 Rosemont WellMed at Sanford WellMed at SE Lakeland WellMed at Sebastian WellMed at South Stuart |
WellMed Medical Management, Inc.
|
TX
|
DataRaps, Inc.
HealthRight / ITC Rosa Verde Silver Life Fitness |
WESTMED Practice Partners LLC
|
DE
|
|
XLHealth Corporation
|
MD
|
|
XLHealth Corporation India Private Limited
|
India
|
|
Your Health Options Insurance Services, Inc.
|
CA
|
|
Your Partner in Health Services, Inc.
|
IL
|
|
|
/S/ DELOITTE & TOUCHE LLP
|
|
Minneapolis, Minnesota
|
February 9, 2016
|
/s/ William C. Ballard, Jr.
|
|
/s/ Rodger A. Lawson
|
William C. Ballard, Jr.
|
|
Rodger A. Lawson
|
Director
|
|
Director
|
Dated: February 9, 2016
|
|
Dated: February 9, 2016
|
|
|
|
/s/ Edson Bueno, M.D.
|
|
/s/ Glenn M. Renwick
|
Edson Bueno, M.D.
|
|
Glenn M. Renwick
|
Director
|
|
Director
|
Dated: February 9, 2016
|
|
Dated: February 9, 2016
|
|
|
|
/s/ Richard T. Burke
|
|
/s/ Kenneth I. Shine, M.D.
|
Richard T. Burke
|
|
Kenneth I. Shine, M.D.
|
Director
|
|
Director
|
Dated: February 9, 2016
|
|
Dated: February 9, 2016
|
|
|
|
/s/ Robert J. Darretta
|
|
/s/ Gail R. Wilensky, Ph.D.
|
Robert J. Darretta
|
|
Gail R. Wilensky, Ph.D.
|
Director
|
|
Director
|
Dated: February 9, 2016
|
|
Dated: February 9, 2016
|
|
|
|
/s/ Michele J. Hooper
|
|
|
Michele J. Hooper
|
|
|
Director
|
|
|
Dated: February 9, 2016
|
|
|
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 9, 2016
|
/s/ STEPHEN J. HEMSLEY
|
|
Stephen J. Hemsley
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 9, 2016
|
/s/ DAVID S. WICHMANN
|
|
David S. Wichmann
President and Chief Financial 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 9, 2016
|
/s/ STEPHEN J. HEMSLEY
|
|
Stephen J. Hemsley
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 9, 2016
|
/s/ DAVID S. WICHMANN
|
|
David S. Wichmann
President and Chief Financial Officer
|