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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, 2016
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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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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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competitive medical and operating cost positions;
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effective clinical engagement;
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extensive expertise in distinct market segments; and
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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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case and disease management;
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complex condition management;
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on-site programs, including 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 - 22 markets;
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•
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CHIP - 21 markets;
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Aged, Blind and Disabled - 20 markets;
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SNP - 15 markets;
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Medicaid Expansion - 15 markets;
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Long-Term Services and Supports - 12 markets;
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childless adult programs for the uninsured - 2 markets;
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other programs (e.g., developmentally disabled, rehabilitative services) - 5 markets; and
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MMP - 2 markets.
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network access and care coordination in the United States and overseas;
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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, 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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Those who pay for care: employers, health plans, and state, federal and municipal agencies 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, and health financial services;
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•
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OptumInsight specializes in data and analytics and other health care information technology services, and delivers operational services and support; and
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•
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OptumRx provides pharmacy care services.
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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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64
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Chief Executive Officer
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David S. Wichmann
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54
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President
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Larry C. Renfro
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63
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Vice Chairman of UnitedHealth Group and Chief Executive Officer of Optum
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John F. Rex
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54
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Executive Vice President and Chief Financial Officer
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Thomas E. Roos
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44
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Senior Vice President and Chief Accounting Officer
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Marianne D. Short
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65
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Executive Vice President and Chief Legal Officer
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D. Ellen Wilson
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59
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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 SHAREHOLDER 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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||||||
2016
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First quarter
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$
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131.10
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$
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107.51
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$
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0.500
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Second quarter
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$
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141.31
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$
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125.26
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$
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0.625
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Third quarter
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$
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144.48
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$
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132.39
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$
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0.625
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Fourth quarter
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$
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164.00
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$
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133.03
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$
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0.625
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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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0.375
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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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0.500
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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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0.500
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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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0.500
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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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12/16
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||||||||||||
UnitedHealth Group
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$
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100.00
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$
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108.59
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$
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153.15
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$
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208.98
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$
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247.13
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$
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342.05
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S&P 500 Index
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100.00
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116.00
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153.58
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174.60
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177.01
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198.18
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Fortune 50 Group
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100.00
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118.48
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151.44
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159.51
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164.70
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186.76
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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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12/16
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||||||||||||
UnitedHealth Group
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$
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100.00
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$
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108.59
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$
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153.15
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$
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208.98
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$
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247.13
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$
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342.05
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S&P 500 Index
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100.00
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116.00
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153.58
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174.60
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177.01
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198.18
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Peer Group
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100.00
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101.01
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156.96
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206.09
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257.48
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273.12
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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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2016
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2015 (a)
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2014
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2013
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2012
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Consolidated operating results
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Revenues
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$
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184,840
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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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Earnings from operations
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12,930
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11,021
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10,274
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9,623
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9,254
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Net earnings attributable to UnitedHealth Group common shareholders
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7,017
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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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Return on equity (b)
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19.4
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%
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17.7
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%
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17.3
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%
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17.7
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%
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18.7
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%
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|||||
Basic earnings per share attributable to UnitedHealth Group common shareholders
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$
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7.37
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$
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6.10
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$
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5.78
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$
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5.59
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$
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5.38
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Diluted earnings per share attributable to UnitedHealth Group common shareholders
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7.25
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6.01
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5.70
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5.50
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5.28
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|||||
Cash dividends declared per common share
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2.3750
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1.8750
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1.4050
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1.0525
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0.8000
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|||||
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||||||||||
Consolidated cash flows from (used for)
|
|
|
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|
||||||||||
Operating activities
|
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$
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9,795
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|
|
$
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9,740
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|
|
$
|
8,051
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|
|
$
|
6,991
|
|
|
$
|
7,155
|
|
Investing activities
|
|
(9,355
|
)
|
|
(18,395
|
)
|
|
(2,534
|
)
|
|
(3,089
|
)
|
|
(8,649
|
)
|
|||||
Financing activities
|
|
(1,011
|
)
|
|
12,239
|
|
|
(5,293
|
)
|
|
(4,946
|
)
|
|
471
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated financial condition
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(as of December 31)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and investments
|
|
$
|
37,143
|
|
|
$
|
31,703
|
|
|
$
|
28,063
|
|
|
$
|
28,818
|
|
|
$
|
29,148
|
|
Total assets (c)
|
|
122,810
|
|
|
111,254
|
|
|
86,300
|
|
|
81,800
|
|
|
80,811
|
|
|||||
Total commercial paper and long-term debt (c)
|
|
32,970
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|
|
31,965
|
|
|
17,324
|
|
|
16,778
|
|
|
16,680
|
|
|||||
Redeemable noncontrolling interests
|
|
2,012
|
|
|
1,736
|
|
|
1,388
|
|
|
1,175
|
|
|
2,121
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|
|||||
Total equity
|
|
38,177
|
|
|
33,725
|
|
|
32,454
|
|
|
32,149
|
|
|
31,178
|
|
(a)
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Includes the effects of the July 2015 acquisition of Catamaran Corporation (Catamaran) and related debt issuances.
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(b)
|
Return on equity is calculated as net earnings divided by average equity. Average equity is calculated using the equity balance at the end of the preceding year and the equity balances at the end of each of the four quarters of the year presented.
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(c)
|
In the first quarter of 2016, the Company adopted Financial Accounting Standards Board (FASB) Accounting Standard Update (ASU) No. 2015-03 (ASU 2015-03), retrospectively as required. See
Note 2 of Notes to the Consolidated Financial Statements
included in Part II, Item 8, “Financial Statements” for more information on the adoption of ASU 2015-03.
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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;
|
•
|
OptumHealth;
|
•
|
OptumInsight; and
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•
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OptumRx.
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(in millions, except percentages and per share data)
|
|
For the Years Ended December 31,
|
|
Change
|
|
Change
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
|||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Premiums
|
|
$
|
144,118
|
|
|
$
|
127,163
|
|
|
$
|
115,302
|
|
|
$
|
16,955
|
|
|
13
|
%
|
|
$
|
11,861
|
|
|
10
|
%
|
Products
|
|
26,658
|
|
|
17,312
|
|
|
4,242
|
|
|
9,346
|
|
|
54
|
|
|
13,070
|
|
|
308
|
|
|||||
Services
|
|
13,236
|
|
|
11,922
|
|
|
10,151
|
|
|
1,314
|
|
|
11
|
|
|
1,771
|
|
|
17
|
|
|||||
Investment and other income
|
|
828
|
|
|
710
|
|
|
779
|
|
|
118
|
|
|
17
|
|
|
(69
|
)
|
|
(9
|
)
|
|||||
Total revenues
|
|
184,840
|
|
|
157,107
|
|
|
130,474
|
|
|
27,733
|
|
|
18
|
|
|
26,633
|
|
|
20
|
|
|||||
Operating costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Medical costs
|
|
117,038
|
|
|
103,875
|
|
|
93,633
|
|
|
13,163
|
|
|
13
|
|
|
10,242
|
|
|
11
|
|
|||||
Operating costs
|
|
28,401
|
|
|
24,312
|
|
|
21,263
|
|
|
4,089
|
|
|
17
|
|
|
3,049
|
|
|
14
|
|
|||||
Cost of products sold
|
|
24,416
|
|
|
16,206
|
|
|
3,826
|
|
|
8,210
|
|
|
51
|
|
|
12,380
|
|
|
324
|
|
|||||
Depreciation and amortization
|
|
2,055
|
|
|
1,693
|
|
|
1,478
|
|
|
362
|
|
|
21
|
|
|
215
|
|
|
15
|
|
|||||
Total operating costs
|
|
171,910
|
|
|
146,086
|
|
|
120,200
|
|
|
25,824
|
|
|
18
|
|
|
25,886
|
|
|
22
|
|
|||||
Earnings from operations
|
|
12,930
|
|
|
11,021
|
|
|
10,274
|
|
|
1,909
|
|
|
17
|
|
|
747
|
|
|
7
|
|
|||||
Interest expense
|
|
(1,067
|
)
|
|
(790
|
)
|
|
(618
|
)
|
|
(277
|
)
|
|
35
|
|
|
(172
|
)
|
|
28
|
|
|||||
Earnings before income taxes
|
|
11,863
|
|
|
10,231
|
|
|
9,656
|
|
|
1,632
|
|
|
16
|
|
|
575
|
|
|
6
|
|
|||||
Provision for income taxes
|
|
(4,790
|
)
|
|
(4,363
|
)
|
|
(4,037
|
)
|
|
(427
|
)
|
|
10
|
|
|
(326
|
)
|
|
8
|
|
|||||
Net earnings
|
|
7,073
|
|
|
5,868
|
|
|
5,619
|
|
|
1,205
|
|
|
21
|
|
|
249
|
|
|
4
|
|
|||||
Earnings attributable to noncontrolling interests
|
|
(56
|
)
|
|
(55
|
)
|
|
—
|
|
|
(1
|
)
|
|
2
|
|
(55
|
)
|
|
nm
|
|||||||
Net earnings attributable to UnitedHealth Group common shareholders
|
|
$
|
7,017
|
|
|
$
|
5,813
|
|
|
$
|
5,619
|
|
|
$
|
1,204
|
|
|
21
|
%
|
|
$
|
194
|
|
|
3
|
%
|
Diluted earnings per share attributable to UnitedHealth Group common shareholders
|
|
$
|
7.25
|
|
|
$
|
6.01
|
|
|
$
|
5.70
|
|
|
$
|
1.24
|
|
|
21
|
%
|
|
$
|
0.31
|
|
|
5
|
%
|
Medical care ratio (a)
|
|
81.2
|
%
|
|
81.7
|
%
|
|
81.2
|
%
|
|
(0.5
|
)%
|
|
|
|
0.5
|
%
|
|
|
|||||||
Operating cost ratio
|
|
15.4
|
|
|
15.5
|
|
|
16.3
|
|
|
(0.1
|
)
|
|
|
|
(0.8
|
)
|
|
|
|||||||
Operating margin
|
|
7.0
|
|
|
7.0
|
|
|
7.9
|
|
|
—
|
|
|
|
|
(0.9
|
)
|
|
|
|||||||
Tax rate
|
|
40.4
|
|
|
42.6
|
|
|
41.8
|
|
|
(2.2
|
)
|
|
|
|
0.8
|
|
|
|
|||||||
Net earnings margin (b)
|
|
3.8
|
|
|
3.7
|
|
|
4.3
|
|
|
0.1
|
|
|
|
|
(0.6
|
)
|
|
|
|||||||
Return on equity (c)
|
|
19.4
|
%
|
|
17.7
|
%
|
|
17.3
|
%
|
|
1.7
|
%
|
|
|
|
0.4
|
%
|
|
|
(a)
|
Medical care ratio is calculated as medical costs divided by premium revenue.
|
(b)
|
Net earnings margin attributable to UnitedHealth Group shareholders.
|
(c)
|
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
18%
, UnitedHealthcare revenues increased
13%
and Optum revenues grew
24%
.
|
•
|
UnitedHealthcare grew to serve an additional
2.1 million
people domestically.
|
•
|
Earnings from operations increased by
17%
, including increases of
8%
at UnitedHealthcare and
32%
at Optum.
|
•
|
Diluted earnings per common share increased
21%
to
$7.25
.
|
•
|
Cash flows from operations were
$9.8 billion
.
|
|
|
For the Years Ended December 31,
|
|
Change
|
|
Change
|
||||||||||||||||||||
(in millions, except percentages)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
UnitedHealthcare
|
|
$
|
148,581
|
|
|
$
|
131,343
|
|
|
$
|
119,798
|
|
|
$
|
17,238
|
|
|
13
|
%
|
|
$
|
11,545
|
|
|
10
|
%
|
OptumHealth
|
|
16,908
|
|
|
13,927
|
|
|
11,032
|
|
|
2,981
|
|
|
21
|
|
|
2,895
|
|
|
26
|
|
|||||
OptumInsight
|
|
7,333
|
|
|
6,196
|
|
|
5,227
|
|
|
1,137
|
|
|
18
|
|
|
969
|
|
|
19
|
|
|||||
OptumRx
|
|
60,440
|
|
|
48,272
|
|
|
31,976
|
|
|
12,168
|
|
|
25
|
|
|
16,296
|
|
|
51
|
|
|||||
Optum eliminations
|
|
(1,088
|
)
|
|
(791
|
)
|
|
(489
|
)
|
|
(297
|
)
|
|
38
|
|
|
(302
|
)
|
|
62
|
|
|||||
Optum
|
|
83,593
|
|
|
67,604
|
|
|
47,746
|
|
|
15,989
|
|
|
24
|
|
|
19,858
|
|
|
42
|
|
|||||
Eliminations
|
|
(47,334
|
)
|
|
(41,840
|
)
|
|
(37,070
|
)
|
|
(5,494
|
)
|
|
13
|
|
|
(4,770
|
)
|
|
13
|
|
|||||
Consolidated revenues
|
|
$
|
184,840
|
|
|
$
|
157,107
|
|
|
$
|
130,474
|
|
|
$
|
27,733
|
|
|
18
|
%
|
|
$
|
26,633
|
|
|
20
|
%
|
Earnings from operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
UnitedHealthcare
|
|
$
|
7,307
|
|
|
$
|
6,754
|
|
|
$
|
6,992
|
|
|
$
|
553
|
|
|
8
|
%
|
|
$
|
(238
|
)
|
|
(3
|
)%
|
OptumHealth
|
|
1,428
|
|
|
1,240
|
|
|
1,090
|
|
|
188
|
|
|
15
|
|
|
150
|
|
|
14
|
|
|||||
OptumInsight
|
|
1,513
|
|
|
1,278
|
|
|
1,002
|
|
|
235
|
|
|
18
|
|
|
276
|
|
|
28
|
|
|||||
OptumRx
|
|
2,682
|
|
|
1,749
|
|
|
1,190
|
|
|
933
|
|
|
53
|
|
|
559
|
|
|
47
|
|
|||||
Optum
|
|
5,623
|
|
|
4,267
|
|
|
3,282
|
|
|
1,356
|
|
|
32
|
|
|
985
|
|
|
30
|
|
|||||
Consolidated earnings from operations
|
|
$
|
12,930
|
|
|
$
|
11,021
|
|
|
$
|
10,274
|
|
|
$
|
1,909
|
|
|
17
|
%
|
|
$
|
747
|
|
|
7
|
%
|
Operating margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
UnitedHealthcare
|
|
4.9
|
%
|
|
5.1
|
%
|
|
5.8
|
%
|
|
(0.2
|
)%
|
|
|
|
(0.7
|
)%
|
|
|
|||||||
OptumHealth
|
|
8.4
|
|
|
8.9
|
|
|
9.9
|
|
|
(0.5
|
)
|
|
|
|
(1.0
|
)
|
|
|
|||||||
OptumInsight
|
|
20.6
|
|
|
20.6
|
|
|
19.2
|
|
|
—
|
|
|
|
|
1.4
|
|
|
|
|||||||
OptumRx
|
|
4.4
|
|
|
3.6
|
|
|
3.7
|
|
|
0.8
|
|
|
|
|
(0.1
|
)
|
|
|
|||||||
Optum
|
|
6.7
|
|
|
6.3
|
|
|
6.9
|
|
|
0.4
|
|
|
|
|
(0.6
|
)
|
|
|
|||||||
Consolidated operating margin
|
|
7.0
|
%
|
|
7.0
|
%
|
|
7.9
|
%
|
|
—
|
%
|
|
|
|
(0.9
|
)%
|
|
|
|
|
For the Years Ended December 31,
|
|
Change
|
|
Change
|
||||||||||||||||||||
(in millions, except percentages)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||||||||
UnitedHealthcare Employer & Individual
|
|
$
|
53,084
|
|
|
$
|
47,194
|
|
|
$
|
43,017
|
|
|
$
|
5,890
|
|
|
12
|
%
|
|
$
|
4,177
|
|
|
10
|
%
|
UnitedHealthcare Medicare & Retirement
|
|
56,329
|
|
|
49,735
|
|
|
46,258
|
|
|
6,594
|
|
|
13
|
|
|
3,477
|
|
|
8
|
|
|||||
UnitedHealthcare Community & State
|
|
32,945
|
|
|
28,911
|
|
|
23,586
|
|
|
4,034
|
|
|
14
|
|
|
5,325
|
|
|
23
|
|
|||||
UnitedHealthcare Global
|
|
6,223
|
|
|
5,503
|
|
|
6,937
|
|
|
720
|
|
|
13
|
|
|
(1,434
|
)
|
|
(21
|
)
|
|||||
Total UnitedHealthcare revenues
|
|
$
|
148,581
|
|
|
$
|
131,343
|
|
|
$
|
119,798
|
|
|
$
|
17,238
|
|
|
13
|
%
|
|
$
|
11,545
|
|
|
10
|
%
|
|
|
For the Years Ended December 31,
|
|
Change
|
|
Change
|
||||||||||||||
(in millions)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||
Sources of cash:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by operating activities
|
|
$
|
9,795
|
|
|
$
|
9,740
|
|
|
$
|
8,051
|
|
|
$
|
55
|
|
|
$
|
1,689
|
|
Issuances of long-term debt and commercial paper, net of repayments
|
|
990
|
|
|
14,607
|
|
|
391
|
|
|
(13,617
|
)
|
|
14,216
|
|
|||||
Proceeds from common share issuances
|
|
429
|
|
|
402
|
|
|
462
|
|
|
27
|
|
|
(60
|
)
|
|||||
Sales and maturities of investments, net of purchases
|
|
—
|
|
|
—
|
|
|
799
|
|
|
—
|
|
|
(799
|
)
|
|||||
Customer funds administered
|
|
1,692
|
|
|
768
|
|
|
—
|
|
|
924
|
|
|
768
|
|
|||||
Other
|
|
37
|
|
|
—
|
|
|
115
|
|
|
37
|
|
|
(115
|
)
|
|||||
Total sources of cash
|
|
12,943
|
|
|
25,517
|
|
|
9,818
|
|
|
|
|
|
|||||||
Uses of cash:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash paid for acquisitions and noncontrolling interest shares, net of cash assumed
|
|
(2,017
|
)
|
|
(16,282
|
)
|
|
(1,923
|
)
|
|
14,265
|
|
|
(14,359
|
)
|
|||||
Cash dividends paid
|
|
(2,261
|
)
|
|
(1,786
|
)
|
|
(1,362
|
)
|
|
(475
|
)
|
|
(424
|
)
|
|||||
Common share repurchases
|
|
(1,280
|
)
|
|
(1,200
|
)
|
|
(4,008
|
)
|
|
(80
|
)
|
|
2,808
|
|
|||||
Purchases of property, equipment and capitalized software
|
|
(1,705
|
)
|
|
(1,556
|
)
|
|
(1,525
|
)
|
|
(149
|
)
|
|
(31
|
)
|
|||||
Purchases of investments, net of sales and maturities
|
|
(5,927
|
)
|
|
(531
|
)
|
|
—
|
|
|
(5,396
|
)
|
|
(531
|
)
|
|||||
Customer funds administered
|
|
—
|
|
|
—
|
|
|
(638
|
)
|
|
—
|
|
|
638
|
|
|||||
Other
|
|
(324
|
)
|
|
(578
|
)
|
|
(138
|
)
|
|
254
|
|
|
(440
|
)
|
|||||
Total uses of cash
|
|
(13,514
|
)
|
|
(21,933
|
)
|
|
(9,594
|
)
|
|
|
|
|
|||||||
Effect of exchange rate changes on cash and cash equivalents
|
|
78
|
|
|
(156
|
)
|
|
(5
|
)
|
|
234
|
|
|
(151
|
)
|
|||||
Net (decrease) increase in cash and cash equivalents
|
|
$
|
(493
|
)
|
|
$
|
3,428
|
|
|
$
|
219
|
|
|
$
|
(3,921
|
)
|
|
$
|
3,209
|
|
|
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)
|
|
2017
|
|
2018 to 2019
|
|
2020 to 2021
|
|
Thereafter
|
|
Total
|
||||||||||
Debt (a)
|
|
$
|
8,262
|
|
|
$
|
6,282
|
|
|
$
|
6,059
|
|
|
$
|
27,899
|
|
|
$
|
48,502
|
|
Operating leases
|
|
453
|
|
|
771
|
|
|
587
|
|
|
499
|
|
|
2,310
|
|
|||||
Purchase and other obligations (b)
|
|
623
|
|
|
617
|
|
|
297
|
|
|
170
|
|
|
1,707
|
|
|||||
Future policy benefits (c)
|
|
133
|
|
|
271
|
|
|
273
|
|
|
1,980
|
|
|
2,657
|
|
|||||
Unrecognized tax benefits (d)
|
|
19
|
|
|
—
|
|
|
—
|
|
|
234
|
|
|
253
|
|
|||||
Other liabilities recorded on the Consolidated Balance Sheet (e)
|
|
269
|
|
|
14
|
|
|
5
|
|
|
2,288
|
|
|
2,576
|
|
|||||
Redeemable noncontrolling interests (f)
|
|
958
|
|
|
1,054
|
|
|
—
|
|
|
—
|
|
|
2,012
|
|
|||||
Total contractual obligations
|
|
$
|
10,717
|
|
|
$
|
9,009
|
|
|
$
|
7,221
|
|
|
$
|
33,070
|
|
|
$
|
60,017
|
|
(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 8 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 and remaining capital commitments for venture capital funds and other funding commitments. Excludes agreements that are cancelable without penalty and excludes liabilities to the extent recorded in our Consolidated Balance Sheets as of
December 31, 2016
.
|
(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, amounts accrued for guaranty fund assessments 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 commitments for redeemable shares of our subsidiaries.
|
Completion Factors
(Decrease) Increase in Factors
|
|
Increase (Decrease)
In Medical Costs Payable
|
||
|
|
(in millions)
|
||
(0.75)%
|
|
$
|
437
|
|
(0.50)
|
|
291
|
|
|
(0.25)
|
|
145
|
|
|
0.25
|
|
(144
|
)
|
|
0.50
|
|
(288
|
)
|
|
0.75
|
|
(430
|
)
|
Medical Cost PMPM Trend
Increase (Decrease) in Factors
|
|
Increase (Decrease)
In Medical Costs Payable
|
||
|
|
(in millions)
|
||
3%
|
|
$
|
557
|
|
2
|
|
371
|
|
|
1
|
|
186
|
|
|
(1)
|
|
(186
|
)
|
|
(2)
|
|
(371
|
)
|
|
(3)
|
|
(557
|
)
|
•
|
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, 2016
|
||||||||||||||
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 %
|
|
$
|
263
|
|
|
$
|
245
|
|
|
$
|
(1,711
|
)
|
|
$
|
(3,470
|
)
|
1
|
|
132
|
|
|
122
|
|
|
(873
|
)
|
|
(1,860
|
)
|
||||
(1)
|
|
(105
|
)
|
|
(95
|
)
|
|
855
|
|
|
2,244
|
|
||||
(2)
|
|
nm
|
|
|
nm
|
|
|
1,562
|
|
|
4,784
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
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 |
||||||||
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
|
|
(a)
|
Given the low absolute level of short-term market rates on our floating-rate assets and liabilities as of
December 31, 2016
and 2015, 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, 2016
and 2015, some of our investments had interest rates below 2% so the assumed hypothetical change in the fair value of investments does not reflect the full 200 basis point reduction.
|
|
Page
|
|
|
|
/
S
/ DELOITTE & TOUCHE LLP
|
|
Minneapolis, Minnesota
|
February 8, 2017
|
(in millions, except per share data)
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
10,430
|
|
|
$
|
10,923
|
|
Short-term investments
|
|
2,845
|
|
|
1,988
|
|
||
Accounts receivable, net of allowances of $514 and $333
|
|
8,152
|
|
|
6,523
|
|
||
Other current receivables, net of allowances of $409 and $138
|
|
7,499
|
|
|
6,801
|
|
||
Assets under management
|
|
3,105
|
|
|
2,998
|
|
||
Prepaid expenses and other current assets
|
|
1,848
|
|
|
2,406
|
|
||
Total current assets
|
|
33,879
|
|
|
31,639
|
|
||
Long-term investments
|
|
23,868
|
|
|
18,792
|
|
||
Property, equipment and capitalized software, net of accumulated depreciation and amortization of $3,749 and $3,173
|
|
5,901
|
|
|
4,861
|
|
||
Goodwill
|
|
47,584
|
|
|
44,453
|
|
||
Other intangible assets, net of accumulated amortization of $3,847 and $3,128
|
|
8,541
|
|
|
8,391
|
|
||
Other assets
|
|
3,037
|
|
|
3,118
|
|
||
Total assets
|
|
$
|
122,810
|
|
|
$
|
111,254
|
|
Liabilities, redeemable noncontrolling interests and equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Medical costs payable
|
|
$
|
16,391
|
|
|
$
|
14,330
|
|
Accounts payable and accrued liabilities
|
|
13,361
|
|
|
11,994
|
|
||
Commercial paper and current maturities of long-term debt
|
|
7,193
|
|
|
6,634
|
|
||
Unearned revenues
|
|
1,968
|
|
|
2,142
|
|
||
Other current liabilities
|
|
10,339
|
|
|
7,798
|
|
||
Total current liabilities
|
|
49,252
|
|
|
42,898
|
|
||
Long-term debt, less current maturities
|
|
25,777
|
|
|
25,331
|
|
||
Future policy benefits
|
|
2,524
|
|
|
2,496
|
|
||
Deferred income taxes
|
|
2,761
|
|
|
3,587
|
|
||
Other liabilities
|
|
2,307
|
|
|
1,481
|
|
||
Total liabilities
|
|
82,621
|
|
|
75,793
|
|
||
|
|
|
|
|
||||
Redeemable noncontrolling interests
|
|
2,012
|
|
|
1,736
|
|
||
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; 952 and 953 issued and outstanding
|
|
10
|
|
|
10
|
|
||
Additional paid-in capital
|
|
—
|
|
|
29
|
|
||
Retained earnings
|
|
40,945
|
|
|
37,125
|
|
||
Accumulated other comprehensive loss
|
|
(2,681
|
)
|
|
(3,334
|
)
|
||
Nonredeemable noncontrolling interest
|
|
(97
|
)
|
|
(105
|
)
|
||
Total equity
|
|
38,177
|
|
|
33,725
|
|
||
Total liabilities, redeemable noncontrolling interests and equity
|
|
$
|
122,810
|
|
|
$
|
111,254
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(in millions, except per share data)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Premiums
|
|
$
|
144,118
|
|
|
$
|
127,163
|
|
|
$
|
115,302
|
|
Products
|
|
26,658
|
|
|
17,312
|
|
|
4,242
|
|
|||
Services
|
|
13,236
|
|
|
11,922
|
|
|
10,151
|
|
|||
Investment and other income
|
|
828
|
|
|
710
|
|
|
779
|
|
|||
Total revenues
|
|
184,840
|
|
|
157,107
|
|
|
130,474
|
|
|||
Operating costs:
|
|
|
|
|
|
|
||||||
Medical costs
|
|
117,038
|
|
|
103,875
|
|
|
93,633
|
|
|||
Operating costs
|
|
28,401
|
|
|
24,312
|
|
|
21,263
|
|
|||
Cost of products sold
|
|
24,416
|
|
|
16,206
|
|
|
3,826
|
|
|||
Depreciation and amortization
|
|
2,055
|
|
|
1,693
|
|
|
1,478
|
|
|||
Total operating costs
|
|
171,910
|
|
|
146,086
|
|
|
120,200
|
|
|||
Earnings from operations
|
|
12,930
|
|
|
11,021
|
|
|
10,274
|
|
|||
Interest expense
|
|
(1,067
|
)
|
|
(790
|
)
|
|
(618
|
)
|
|||
Earnings before income taxes
|
|
11,863
|
|
|
10,231
|
|
|
9,656
|
|
|||
Provision for income taxes
|
|
(4,790
|
)
|
|
(4,363
|
)
|
|
(4,037
|
)
|
|||
Net earnings
|
|
7,073
|
|
|
5,868
|
|
|
5,619
|
|
|||
Earnings attributable to noncontrolling interests
|
|
(56
|
)
|
|
(55
|
)
|
|
—
|
|
|||
Net earnings attributable to UnitedHealth Group common shareholders
|
|
$
|
7,017
|
|
|
$
|
5,813
|
|
|
$
|
5,619
|
|
Earnings per share attributable to UnitedHealth Group common shareholders:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
7.37
|
|
|
$
|
6.10
|
|
|
$
|
5.78
|
|
Diluted
|
|
$
|
7.25
|
|
|
$
|
6.01
|
|
|
$
|
5.70
|
|
Basic weighted-average number of common shares outstanding
|
|
952
|
|
|
953
|
|
|
972
|
|
|||
Dilutive effect of common share equivalents
|
|
16
|
|
|
14
|
|
|
14
|
|
|||
Diluted weighted-average number of common shares outstanding
|
|
968
|
|
|
967
|
|
|
986
|
|
|||
Anti-dilutive shares excluded from the calculation of dilutive effect of common share equivalents
|
|
3
|
|
|
8
|
|
|
6
|
|
|||
Cash dividends declared per common share
|
|
$
|
2.375
|
|
|
$
|
1.875
|
|
|
$
|
1.405
|
|
|
||||||||||||
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net earnings
|
|
$
|
7,073
|
|
|
$
|
5,868
|
|
|
$
|
5,619
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Gross unrealized (losses) gains on investment securities during the period
|
|
(73
|
)
|
|
(123
|
)
|
|
476
|
|
|||
Income tax effect
|
|
26
|
|
|
44
|
|
|
(173
|
)
|
|||
Total unrealized (losses) gains, net of tax
|
|
(47
|
)
|
|
(79
|
)
|
|
303
|
|
|||
Gross reclassification adjustment for net realized gains included in net earnings
|
|
(166
|
)
|
|
(141
|
)
|
|
(211
|
)
|
|||
Income tax effect
|
|
60
|
|
|
53
|
|
|
77
|
|
|||
Total reclassification adjustment, net of tax
|
|
(106
|
)
|
|
(88
|
)
|
|
(134
|
)
|
|||
Total foreign currency translation gains (losses)
|
|
806
|
|
|
(1,775
|
)
|
|
(653
|
)
|
|||
Other comprehensive income (loss)
|
|
653
|
|
|
(1,942
|
)
|
|
(484
|
)
|
|||
Comprehensive income
|
|
7,726
|
|
|
3,926
|
|
|
5,135
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
|
(56
|
)
|
|
(55
|
)
|
|
—
|
|
|||
Comprehensive income attributable to UnitedHealth Group common shareholders
|
|
$
|
7,670
|
|
|
$
|
3,871
|
|
|
$
|
5,135
|
|
|
|
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) Gains
|
|
|
|||||||||||||||||||
Balance at January 1, 2014
|
|
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 share repurchases
|
|
(49
|
)
|
|
—
|
|
|
(540
|
)
|
|
(3,468
|
)
|
|
|
|
|
|
|
|
(4,008
|
)
|
||||||||||
Cash dividends paid on common shares
|
|
|
|
|
|
|
|
(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 share repurchases
|
|
(11
|
)
|
|
—
|
|
|
(462
|
)
|
|
(738
|
)
|
|
|
|
|
|
|
|
(1,200
|
)
|
||||||||||
Cash dividends paid on common shares
|
|
|
|
|
|
|
|
(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
|
|
|||||||
Adjustment to adopt ASU 2016-09
|
|
|
|
|
|
|
|
28
|
|
|
|
|
|
|
|
|
28
|
|
|||||||||||||
Net earnings
|
|
|
|
|
|
|
|
7,017
|
|
|
|
|
|
|
40
|
|
|
7,057
|
|
||||||||||||
Other comprehensive (loss) income
|
|
|
|
|
|
|
|
|
|
(153
|
)
|
|
806
|
|
|
|
|
653
|
|
||||||||||||
Issuances of common stock, and related tax effects
|
|
9
|
|
|
—
|
|
|
191
|
|
|
|
|
|
|
|
|
|
|
191
|
|
|||||||||||
Share-based compensation
|
|
|
|
|
|
455
|
|
|
|
|
|
|
|
|
|
|
455
|
|
|||||||||||||
Common share repurchases
|
|
(10
|
)
|
|
—
|
|
|
(316
|
)
|
|
(964
|
)
|
|
|
|
|
|
|
|
(1,280
|
)
|
||||||||||
Cash dividends paid on common shares
|
|
|
|
|
|
|
|
(2,261
|
)
|
|
|
|
|
|
|
|
(2,261
|
)
|
|||||||||||||
Acquisition of redeemable noncontrolling interest shares
|
|
|
|
|
|
(143
|
)
|
|
|
|
|
|
|
|
|
|
(143
|
)
|
|||||||||||||
Redeemable noncontrolling interests fair value and other adjustments
|
|
|
|
|
|
(216
|
)
|
|
|
|
|
|
|
|
|
|
(216
|
)
|
|||||||||||||
Distributions to nonredeemable noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(32
|
)
|
|
(32
|
)
|
|||||||||||||
Balance at December 31, 2016
|
|
952
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
40,945
|
|
|
$
|
(97
|
)
|
|
$
|
(2,584
|
)
|
|
$
|
(97
|
)
|
|
$
|
38,177
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Operating activities
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
7,073
|
|
|
$
|
5,868
|
|
|
$
|
5,619
|
|
Noncash items:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
2,055
|
|
|
1,693
|
|
|
1,478
|
|
|||
Deferred income taxes
|
|
81
|
|
|
(73
|
)
|
|
(117
|
)
|
|||
Share-based compensation
|
|
485
|
|
|
406
|
|
|
364
|
|
|||
Other, net
|
|
(82
|
)
|
|
(235
|
)
|
|
(298
|
)
|
|||
Net change in other operating items, net of effects from acquisitions and changes in AARP balances:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(1,357
|
)
|
|
(591
|
)
|
|
(911
|
)
|
|||
Other assets
|
|
(1,601
|
)
|
|
(1,430
|
)
|
|
(590
|
)
|
|||
Medical costs payable
|
|
1,849
|
|
|
2,585
|
|
|
484
|
|
|||
Accounts payable and other liabilities
|
|
1,494
|
|
|
1,280
|
|
|
1,637
|
|
|||
Unearned revenues
|
|
(202
|
)
|
|
237
|
|
|
385
|
|
|||
Cash flows from operating activities
|
|
9,795
|
|
|
9,740
|
|
|
8,051
|
|
|||
Investing activities
|
|
|
|
|
|
|
||||||
Purchases of investments
|
|
(17,547
|
)
|
|
(9,939
|
)
|
|
(9,928
|
)
|
|||
Sales of investments
|
|
7,339
|
|
|
6,054
|
|
|
7,701
|
|
|||
Maturities of investments
|
|
4,281
|
|
|
3,354
|
|
|
3,026
|
|
|||
Cash paid for acquisitions, net of cash assumed
|
|
(1,760
|
)
|
|
(16,164
|
)
|
|
(1,923
|
)
|
|||
Purchases of property, equipment and capitalized software
|
|
(1,705
|
)
|
|
(1,556
|
)
|
|
(1,525
|
)
|
|||
Other, net
|
|
37
|
|
|
(144
|
)
|
|
115
|
|
|||
Cash flows used for investing activities
|
|
(9,355
|
)
|
|
(18,395
|
)
|
|
(2,534
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
||||||
Acquisition of redeemable noncontrolling interest shares
|
|
(257
|
)
|
|
(118
|
)
|
|
—
|
|
|||
Common share repurchases
|
|
(1,280
|
)
|
|
(1,200
|
)
|
|
(4,008
|
)
|
|||
Cash dividends paid
|
|
(2,261
|
)
|
|
(1,786
|
)
|
|
(1,362
|
)
|
|||
Proceeds from common stock issuances
|
|
429
|
|
|
402
|
|
|
462
|
|
|||
Repayments of long-term debt
|
|
(2,596
|
)
|
|
(1,041
|
)
|
|
(812
|
)
|
|||
(Repayments of) proceeds from commercial paper, net
|
|
(382
|
)
|
|
3,666
|
|
|
(794
|
)
|
|||
Proceeds from issuance of long-term debt
|
|
3,968
|
|
|
11,982
|
|
|
1,997
|
|
|||
Customer funds administered
|
|
1,692
|
|
|
768
|
|
|
(638
|
)
|
|||
Other, net
|
|
(324
|
)
|
|
(434
|
)
|
|
(138
|
)
|
|||
Cash flows (used for) from financing activities
|
|
(1,011
|
)
|
|
12,239
|
|
|
(5,293
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
78
|
|
|
(156
|
)
|
|
(5
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
|
(493
|
)
|
|
3,428
|
|
|
219
|
|
|||
Cash and cash equivalents, beginning of period
|
|
10,923
|
|
|
7,495
|
|
|
7,276
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
10,430
|
|
|
$
|
10,923
|
|
|
$
|
7,495
|
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow disclosures
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
1,055
|
|
|
$
|
639
|
|
|
$
|
644
|
|
Cash paid for income taxes
|
|
4,726
|
|
|
4,401
|
|
|
4,024
|
|
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 current liabilities or other current receivables in the Consolidated Balance Sheets.
|
•
|
Drug Discount.
The ACA 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, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
(in millions)
|
|
Subsidies
|
|
Drug Discount
|
|
Risk-Share
|
|
Subsidies
|
|
Drug Discount
|
|
Risk-Share
|
||||||||||||
Other current receivables
|
|
$
|
934
|
|
|
$
|
543
|
|
|
$
|
—
|
|
|
$
|
1,703
|
|
|
$
|
423
|
|
|
$
|
—
|
|
Other current liabilities
|
|
—
|
|
|
267
|
|
|
471
|
|
|
—
|
|
|
58
|
|
|
496
|
|
Furniture, fixtures and equipment
|
3 to 7 years
|
Buildings
|
35 to 40 years
|
Capitalized software
|
3 to 5 years
|
(in millions)
|
|
2016
|
|
2015
|
||||
Redeemable noncontrolling interests, beginning of period
|
|
$
|
1,736
|
|
|
$
|
1,388
|
|
Net earnings
|
|
16
|
|
|
29
|
|
||
Acquisitions
|
|
34
|
|
|
196
|
|
||
Redemptions
|
|
(123
|
)
|
|
(116
|
)
|
||
Distributions
|
|
(11
|
)
|
|
(19
|
)
|
||
Fair value and other adjustments
|
|
360
|
|
|
258
|
|
||
Redeemable noncontrolling interests, end of period
|
|
$
|
2,012
|
|
|
$
|
1,736
|
|
(in millions)
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Debt securities - available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
$
|
2,294
|
|
|
$
|
1
|
|
|
$
|
(31
|
)
|
|
$
|
2,264
|
|
State and municipal obligations
|
|
7,120
|
|
|
40
|
|
|
(101
|
)
|
|
7,059
|
|
||||
Corporate obligations
|
|
10,944
|
|
|
41
|
|
|
(58
|
)
|
|
10,927
|
|
||||
U.S. agency mortgage-backed securities
|
|
2,963
|
|
|
7
|
|
|
(43
|
)
|
|
2,927
|
|
||||
Non-U.S. agency mortgage-backed securities
|
|
1,009
|
|
|
3
|
|
|
(10
|
)
|
|
1,002
|
|
||||
Total debt securities - available-for-sale
|
|
24,330
|
|
|
92
|
|
|
(243
|
)
|
|
24,179
|
|
||||
Equity securities
|
|
2,036
|
|
|
52
|
|
|
(47
|
)
|
|
2,041
|
|
||||
Debt securities - held-to-maturity:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
250
|
|
|
1
|
|
|
—
|
|
|
251
|
|
||||
State and municipal obligations
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Corporate obligations
|
|
238
|
|
|
—
|
|
|
—
|
|
|
238
|
|
||||
Total debt securities - held-to-maturity
|
|
493
|
|
|
1
|
|
|
—
|
|
|
494
|
|
||||
Total investments
|
|
$
|
26,859
|
|
|
$
|
145
|
|
|
$
|
(290
|
)
|
|
$
|
26,714
|
|
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
|
|
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
|
|
|
|
Available-for-Sale
|
|
Held-to-Maturity
|
||||||||||||
(in millions)
|
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost |
|
Fair
Value |
||||||||
Due in one year or less
|
|
$
|
2,893
|
|
|
$
|
2,895
|
|
|
$
|
151
|
|
|
$
|
151
|
|
Due after one year through five years
|
|
9,646
|
|
|
9,625
|
|
|
153
|
|
|
153
|
|
||||
Due after five years through ten years
|
|
5,706
|
|
|
5,645
|
|
|
124
|
|
|
124
|
|
||||
Due after ten years
|
|
2,113
|
|
|
2,085
|
|
|
65
|
|
|
66
|
|
||||
U.S. agency mortgage-backed securities
|
|
2,963
|
|
|
2,927
|
|
|
—
|
|
|
—
|
|
||||
Non-U.S. agency mortgage-backed securities
|
|
1,009
|
|
|
1,002
|
|
|
—
|
|
|
—
|
|
||||
Total debt securities
|
|
$
|
24,330
|
|
|
$
|
24,179
|
|
|
$
|
493
|
|
|
$
|
494
|
|
|
|
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, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt securities - available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. government and agency obligations
|
|
$
|
1,794
|
|
|
$
|
(31
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,794
|
|
|
$
|
(31
|
)
|
State and municipal obligations
|
|
4,376
|
|
|
(101
|
)
|
|
—
|
|
|
—
|
|
|
4,376
|
|
|
(101
|
)
|
||||||
Corporate obligations
|
|
5,128
|
|
|
(56
|
)
|
|
137
|
|
|
(2
|
)
|
|
5,265
|
|
|
(58
|
)
|
||||||
U.S. agency mortgage-backed securities
|
|
2,247
|
|
|
(40
|
)
|
|
79
|
|
|
(3
|
)
|
|
2,326
|
|
|
(43
|
)
|
||||||
Non-U.S. agency mortgage-backed securities
|
|
544
|
|
|
(7
|
)
|
|
97
|
|
|
(3
|
)
|
|
641
|
|
|
(10
|
)
|
||||||
Total debt securities - available-for-sale
|
|
$
|
14,089
|
|
|
$
|
(235
|
)
|
|
$
|
313
|
|
|
$
|
(8
|
)
|
|
$
|
14,402
|
|
|
$
|
(243
|
)
|
Equity securities
|
|
$
|
93
|
|
|
$
|
(5
|
)
|
|
$
|
91
|
|
|
$
|
(42
|
)
|
|
$
|
184
|
|
|
$
|
(47
|
)
|
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
|
|
$
|
112
|
|
|
$
|
(11
|
)
|
|
$
|
89
|
|
|
$
|
(46
|
)
|
|
$
|
201
|
|
|
$
|
(57
|
)
|
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Total other-than-temporary impairment recognized in earnings
|
|
$
|
(45
|
)
|
|
$
|
(22
|
)
|
|
$
|
(26
|
)
|
Gross realized losses from sales
|
|
(44
|
)
|
|
(28
|
)
|
|
(47
|
)
|
|||
Gross realized gains from sales
|
|
255
|
|
|
191
|
|
|
284
|
|
|||
Net realized gains (included in investment and other income on the Consolidated Statements of Operations)
|
|
166
|
|
|
141
|
|
|
211
|
|
|||
Income tax effect (included in provision for income taxes on the Consolidated Statements of Operations)
|
|
(60
|
)
|
|
(53
|
)
|
|
(77
|
)
|
|||
Realized gains, net of taxes
|
|
$
|
106
|
|
|
$
|
88
|
|
|
$
|
134
|
|
•
|
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, 2016
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
10,386
|
|
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
10,430
|
|
Debt securities - available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
2,017
|
|
|
247
|
|
|
—
|
|
|
2,264
|
|
||||
State and municipal obligations
|
|
—
|
|
|
7,059
|
|
|
—
|
|
|
7,059
|
|
||||
Corporate obligations
|
|
21
|
|
|
10,804
|
|
|
102
|
|
|
10,927
|
|
||||
U.S. agency mortgage-backed securities
|
|
—
|
|
|
2,927
|
|
|
—
|
|
|
2,927
|
|
||||
Non-U.S. agency mortgage-backed securities
|
|
—
|
|
|
1,002
|
|
|
—
|
|
|
1,002
|
|
||||
Total debt securities - available-for-sale
|
|
2,038
|
|
|
22,039
|
|
|
102
|
|
|
24,179
|
|
||||
Equity securities
|
|
1,591
|
|
|
13
|
|
|
437
|
|
|
2,041
|
|
||||
Assets under management
|
|
1,064
|
|
|
2,041
|
|
|
—
|
|
|
3,105
|
|
||||
Interest rate swap assets
|
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
||||
Total assets at fair value
|
|
$
|
15,079
|
|
|
$
|
24,192
|
|
|
$
|
539
|
|
|
$
|
39,810
|
|
Percentage of total assets at fair value
|
|
38
|
%
|
|
61
|
%
|
|
1
|
%
|
|
100
|
%
|
||||
Interest rate swap liabilities
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
14
|
|
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
|
|
1,223
|
|
|
14
|
|
|
402
|
|
|
1,639
|
|
||||
Assets under management
|
|
832
|
|
|
2,166
|
|
|
—
|
|
|
2,998
|
|
||||
Interest rate swap assets
|
|
—
|
|
|
93
|
|
|
—
|
|
|
93
|
|
||||
Total assets at fair value
|
|
$
|
14,745
|
|
|
$
|
19,039
|
|
|
$
|
500
|
|
|
$
|
34,284
|
|
Percentage of total assets at fair value
|
|
43
|
%
|
|
56
|
%
|
|
1
|
%
|
|
100
|
%
|
||||
Interest rate swap liabilities
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
11
|
|
(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, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt securities - held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. government and agency obligations
|
|
$
|
251
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
251
|
|
|
$
|
250
|
|
State and municipal obligations
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|
5
|
|
|||||
Corporate obligations
|
|
20
|
|
|
8
|
|
|
210
|
|
|
238
|
|
|
238
|
|
|||||
Total debt securities - held-to-maturity
|
|
$
|
271
|
|
|
$
|
8
|
|
|
$
|
215
|
|
|
$
|
494
|
|
|
$
|
493
|
|
Other assets
|
|
$
|
—
|
|
|
$
|
476
|
|
|
$
|
—
|
|
|
$
|
476
|
|
|
$
|
471
|
|
Long-term debt and other financing obligations
|
|
$
|
—
|
|
|
$
|
31,295
|
|
|
$
|
—
|
|
|
$
|
31,295
|
|
|
$
|
29,337
|
|
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
|
|
|
$
|
27,978
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||||||||
(in millions)
|
|
Debt
Securities
|
|
Equity
Securities
|
|
Total
|
|
Debt
Securities
|
|
Equity
Securities
|
|
Total
|
|
Debt
Securities
|
|
Equity
Securities
|
|
Total
|
||||||||||||||||||
Balance at beginning of period
|
|
$
|
98
|
|
|
$
|
402
|
|
|
$
|
500
|
|
|
$
|
74
|
|
|
$
|
310
|
|
|
$
|
384
|
|
|
$
|
42
|
|
|
$
|
269
|
|
|
$
|
311
|
|
Purchases
|
|
12
|
|
|
100
|
|
|
112
|
|
|
27
|
|
|
106
|
|
|
133
|
|
|
32
|
|
|
105
|
|
|
137
|
|
|||||||||
Sales
|
|
(9
|
)
|
|
(29
|
)
|
|
(38
|
)
|
|
(4
|
)
|
|
(24
|
)
|
|
(28
|
)
|
|
(1
|
)
|
|
(180
|
)
|
|
(181
|
)
|
|||||||||
Net unrealized gains (losses) in accumulated other comprehensive income
|
|
1
|
|
|
(13
|
)
|
|
(12
|
)
|
|
2
|
|
|
5
|
|
|
7
|
|
|
1
|
|
|
6
|
|
|
7
|
|
|||||||||
Net realized (losses) gains in investment and other income
|
|
—
|
|
|
(23
|
)
|
|
(23
|
)
|
|
(1
|
)
|
|
5
|
|
|
4
|
|
|
—
|
|
|
110
|
|
|
110
|
|
|||||||||
Balance at end of period
|
|
$
|
102
|
|
|
$
|
437
|
|
|
$
|
539
|
|
|
$
|
98
|
|
|
$
|
402
|
|
|
$
|
500
|
|
|
$
|
74
|
|
|
$
|
310
|
|
|
$
|
384
|
|
|
|
|
|
|
|
|
|
Range
|
||||
(in millions)
|
|
Fair Value
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Low
|
|
High
|
||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
||
Venture capital portfolios
|
|
$
|
404
|
|
|
Market approach - comparable companies
|
|
Revenue multiple
|
|
1.0
|
|
6.0
|
|
|
|
|
|
|
EBITDA
multiple
|
|
8.0
|
|
12.0
|
||
|
|
33
|
|
|
Market approach - recent transactions
|
|
Inactive market transactions
|
|
N/A
|
|
N/A
|
|
Total equity securities
|
|
$
|
437
|
|
|
|
|
|
|
|
|
|
(in millions)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Land and improvements
|
|
$
|
324
|
|
|
$
|
237
|
|
Buildings and improvements
|
|
3,148
|
|
|
2,420
|
|
||
Computer equipment
|
|
2,021
|
|
|
1,945
|
|
||
Furniture and fixtures
|
|
999
|
|
|
790
|
|
||
Less accumulated depreciation
|
|
(2,621
|
)
|
|
(2,163
|
)
|
||
Property and equipment, net
|
|
3,871
|
|
|
3,229
|
|
||
Capitalized software
|
|
3,158
|
|
|
2,642
|
|
||
Less accumulated amortization
|
|
(1,128
|
)
|
|
(1,010
|
)
|
||
Capitalized software, net
|
|
2,030
|
|
|
1,632
|
|
||
Total property, equipment and capitalized software, net
|
|
$
|
5,901
|
|
|
$
|
4,861
|
|
(in millions)
|
|
UnitedHealthcare
|
|
OptumHealth
|
|
OptumInsight
|
|
OptumRx
|
|
Consolidated
|
||||||||||
Balance at January 1, 2015
|
|
$
|
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
|
|
|||||
Acquisitions
|
|
526
|
|
|
683
|
|
|
—
|
|
|
1,387
|
|
|
2,596
|
|
|||||
Foreign currency effects and adjustments, net
|
|
403
|
|
|
(21
|
)
|
|
153
|
|
|
—
|
|
|
535
|
|
|||||
Balance at December 31, 2016
|
|
$
|
23,854
|
|
|
$
|
6,322
|
|
|
$
|
4,449
|
|
|
$
|
12,959
|
|
|
$
|
47,584
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
(in millions)
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||||||||
Customer-related
|
|
$
|
10,942
|
|
|
$
|
(3,416
|
)
|
|
$
|
7,526
|
|
|
$
|
10,270
|
|
|
$
|
(2,796
|
)
|
|
$
|
7,474
|
|
Trademarks and technology
|
|
720
|
|
|
(323
|
)
|
|
397
|
|
|
682
|
|
|
(249
|
)
|
|
433
|
|
||||||
Trademarks - indefinite-lived
|
|
468
|
|
|
—
|
|
|
468
|
|
|
358
|
|
|
—
|
|
|
358
|
|
||||||
Other
|
|
258
|
|
|
(108
|
)
|
|
150
|
|
|
209
|
|
|
(83
|
)
|
|
126
|
|
||||||
Total
|
|
$
|
12,388
|
|
|
$
|
(3,847
|
)
|
|
$
|
8,541
|
|
|
$
|
11,519
|
|
|
$
|
(3,128
|
)
|
|
$
|
8,391
|
|
|
|
2016
|
|
2015
|
||||||||
(in millions, except years)
|
|
Fair Value
|
|
Weighted-Average Useful Life
|
|
Fair Value
|
|
Weighted-Average Useful Life
|
||||
Customer-related
|
|
$
|
785
|
|
|
17 years
|
|
$
|
5,518
|
|
|
19 years
|
Trademarks and technology
|
|
82
|
|
|
4 years
|
|
194
|
|
|
4 years
|
||
Other
|
|
22
|
|
|
5 years
|
|
—
|
|
|
|
||
Total acquired finite-lived intangible assets
|
|
$
|
889
|
|
|
16 years
|
|
$
|
5,712
|
|
|
19 years
|
(in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Medical costs payable, beginning of period
|
|
$
|
14,330
|
|
|
$
|
12,040
|
|
|
$
|
11,575
|
|
Reported medical costs:
|
|
|
|
|
|
|
||||||
Current year
|
|
117,258
|
|
|
104,195
|
|
|
94,053
|
|
|||
Prior years
|
|
(220
|
)
|
|
(320
|
)
|
|
(420
|
)
|
|||
Total reported medical costs
|
|
117,038
|
|
|
103,875
|
|
|
93,633
|
|
|||
Medical payments:
|
|
|
|
|
|
|
||||||
Payments for current year
|
|
(101,696
|
)
|
|
(90,630
|
)
|
|
(82,750
|
)
|
|||
Payments for prior years
|
|
(13,281
|
)
|
|
(10,955
|
)
|
|
(10,418
|
)
|
|||
Total medical payments
|
|
(114,977
|
)
|
|
(101,585
|
)
|
|
(93,168
|
)
|
|||
Medical costs payable, end of period
|
|
$
|
16,391
|
|
|
$
|
14,330
|
|
|
$
|
12,040
|
|
|
|
Net Incurred Medical Costs
|
||||||
(in millions)
|
|
For the Years ended December 31,
|
||||||
Year
|
|
2015
|
|
2016
|
||||
2015
|
|
$
|
104,195
|
|
|
$
|
103,973
|
|
2016
|
|
|
|
117,258
|
|
|||
Total
|
|
|
|
$
|
221,231
|
|
||
|
|
|
|
|
||||
|
|
Net Cumulative Medical Payments
|
||||||
(in millions)
|
|
For the Years ended December 31,
|
||||||
Year
|
|
2015
|
|
2016
|
||||
2015
|
|
$
|
(90,630
|
)
|
|
$
|
(103,885
|
)
|
2016
|
|
|
|
(101,696
|
)
|
|||
Total
|
|
|
|
(205,581
|
)
|
|||
Net remaining outstanding liabilities prior to 2015
|
|
|
|
741
|
|
|||
Total medical costs payable
|
|
|
|
$
|
16,391
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
(in millions, except percentages)
|
|
Par
Value
|
|
Carrying
Value
|
|
Fair
Value
|
|
Par
Value
|
|
Carrying
Value (a)
|
|
Fair
Value
|
||||||||||||
Commercial paper
|
|
$
|
3,633
|
|
|
$
|
3,633
|
|
|
$
|
3,633
|
|
|
$
|
3,987
|
|
|
$
|
3,987
|
|
|
$
|
3,987
|
|
Floating rate term loan due July 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,500
|
|
|
1,500
|
|
|
1,500
|
|
||||||
5.375% notes due March 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
601
|
|
|
605
|
|
|
606
|
|
||||||
1.875% notes due November 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400
|
|
|
400
|
|
|
403
|
|
||||||
5.360% notes due November 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
95
|
|
|
95
|
|
|
98
|
|
||||||
Floating rate notes due January 2017
|
|
750
|
|
|
750
|
|
|
750
|
|
|
750
|
|
|
749
|
|
|
751
|
|
||||||
6.000% notes due June 2017
|
|
441
|
|
|
446
|
|
|
450
|
|
|
441
|
|
|
458
|
|
|
469
|
|
||||||
1.450% notes due July 2017
|
|
750
|
|
|
750
|
|
|
751
|
|
|
750
|
|
|
749
|
|
|
750
|
|
||||||
1.400% notes due October 2017
|
|
625
|
|
|
624
|
|
|
626
|
|
|
625
|
|
|
624
|
|
|
624
|
|
||||||
6.000% notes due November 2017
|
|
156
|
|
|
159
|
|
|
163
|
|
|
156
|
|
|
162
|
|
|
168
|
|
||||||
1.400% notes due December 2017
|
|
750
|
|
|
751
|
|
|
750
|
|
|
750
|
|
|
751
|
|
|
748
|
|
||||||
6.000% notes due February 2018
|
|
1,100
|
|
|
1,107
|
|
|
1,153
|
|
|
1,100
|
|
|
1,114
|
|
|
1,196
|
|
||||||
1.900% notes due July 2018
|
|
1,500
|
|
|
1,496
|
|
|
1,507
|
|
|
1,500
|
|
|
1,494
|
|
|
1,505
|
|
||||||
1.700% notes due February 2019
|
|
750
|
|
|
748
|
|
|
748
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
1.625% notes due March 2019
|
|
500
|
|
|
501
|
|
|
498
|
|
|
500
|
|
|
502
|
|
|
494
|
|
||||||
2.300% notes due December 2019
|
|
500
|
|
|
498
|
|
|
504
|
|
|
500
|
|
|
499
|
|
|
502
|
|
||||||
2.700% notes due July 2020
|
|
1,500
|
|
|
1,495
|
|
|
1,523
|
|
|
1,500
|
|
|
1,493
|
|
|
1,516
|
|
||||||
3.875% notes due October 2020
|
|
450
|
|
|
450
|
|
|
474
|
|
|
450
|
|
|
452
|
|
|
476
|
|
||||||
4.700% notes due February 2021
|
|
400
|
|
|
409
|
|
|
433
|
|
|
400
|
|
|
413
|
|
|
438
|
|
||||||
2.125% notes due March 2021
|
|
750
|
|
|
745
|
|
|
741
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
3.375% notes due November 2021
|
|
500
|
|
|
497
|
|
|
519
|
|
|
500
|
|
|
500
|
|
|
517
|
|
||||||
2.875% notes due December 2021
|
|
750
|
|
|
748
|
|
|
760
|
|
|
750
|
|
|
753
|
|
|
760
|
|
||||||
2.875% notes due March 2022
|
|
1,100
|
|
|
1,057
|
|
|
1,114
|
|
|
1,100
|
|
|
1,059
|
|
|
1,099
|
|
||||||
3.350% notes due July 2022
|
|
1,000
|
|
|
995
|
|
|
1,030
|
|
|
1,000
|
|
|
994
|
|
|
1,023
|
|
||||||
0.000% notes due November 2022
|
|
15
|
|
|
11
|
|
|
12
|
|
|
15
|
|
|
10
|
|
|
11
|
|
||||||
2.750% notes due February 2023
|
|
625
|
|
|
609
|
|
|
622
|
|
|
625
|
|
|
611
|
|
|
613
|
|
||||||
2.875% notes due March 2023
|
|
750
|
|
|
771
|
|
|
753
|
|
|
750
|
|
|
781
|
|
|
742
|
|
||||||
3.750% notes due July 2025
|
|
2,000
|
|
|
1,986
|
|
|
2,070
|
|
|
2,000
|
|
|
1,985
|
|
|
2,062
|
|
||||||
3.100% notes due March 2026
|
|
1,000
|
|
|
994
|
|
|
986
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
3.450% notes due January 2027
|
|
750
|
|
|
745
|
|
|
762
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
4.625% notes due July 2035
|
|
1,000
|
|
|
991
|
|
|
1,090
|
|
|
1,000
|
|
|
991
|
|
|
1,038
|
|
||||||
5.800% notes due March 2036
|
|
850
|
|
|
837
|
|
|
1,034
|
|
|
850
|
|
|
838
|
|
|
1,003
|
|
||||||
6.500% notes due June 2037
|
|
500
|
|
|
491
|
|
|
643
|
|
|
500
|
|
|
492
|
|
|
628
|
|
||||||
6.625% notes due November 2037
|
|
650
|
|
|
640
|
|
|
850
|
|
|
650
|
|
|
641
|
|
|
829
|
|
||||||
6.875% notes due February 2038
|
|
1,100
|
|
|
1,075
|
|
|
1,497
|
|
|
1,100
|
|
|
1,076
|
|
|
1,439
|
|
||||||
5.700% notes due October 2040
|
|
300
|
|
|
296
|
|
|
366
|
|
|
300
|
|
|
296
|
|
|
348
|
|
||||||
5.950% notes due February 2041
|
|
350
|
|
|
345
|
|
|
437
|
|
|
350
|
|
|
345
|
|
|
416
|
|
||||||
4.625% notes due November 2041
|
|
600
|
|
|
588
|
|
|
634
|
|
|
600
|
|
|
588
|
|
|
609
|
|
||||||
4.375% notes due March 2042
|
|
502
|
|
|
483
|
|
|
509
|
|
|
502
|
|
|
483
|
|
|
493
|
|
||||||
3.950% notes due October 2042
|
|
625
|
|
|
606
|
|
|
609
|
|
|
625
|
|
|
606
|
|
|
582
|
|
||||||
4.250% notes due March 2043
|
|
750
|
|
|
734
|
|
|
765
|
|
|
750
|
|
|
734
|
|
|
728
|
|
||||||
4.750% notes due July 2045
|
|
2,000
|
|
|
1,972
|
|
|
2,203
|
|
|
2,000
|
|
|
1,971
|
|
|
2,107
|
|
||||||
4.200% notes due January 2047
|
|
750
|
|
|
737
|
|
|
759
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total commercial paper, term loan and long-term debt
|
|
$
|
33,022
|
|
|
$
|
32,770
|
|
|
$
|
34,728
|
|
|
$
|
31,972
|
|
|
$
|
31,801
|
|
|
$
|
33,278
|
|
(a)
|
In the first quarter of 2016, the Company adopted ASU 2015-03, retrospectively as required. See
Note 2
for more information on the adoption of ASU 2015-03.
|
(in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current Provision:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
4,397
|
|
|
$
|
4,155
|
|
|
$
|
3,883
|
|
State and local
|
|
312
|
|
|
281
|
|
|
271
|
|
|||
Total current provision
|
|
4,709
|
|
|
4,436
|
|
|
4,154
|
|
|||
Deferred provision (benefit)
|
|
81
|
|
|
(73
|
)
|
|
(117
|
)
|
|||
Total provision for income taxes
|
|
$
|
4,790
|
|
|
$
|
4,363
|
|
|
$
|
4,037
|
|
(in millions, except percentages)
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
Tax provision at the U.S. federal statutory rate
|
|
$
|
4,152
|
|
|
35.0
|
%
|
|
$
|
3,581
|
|
|
35.0
|
%
|
|
$
|
3,380
|
|
|
35.0
|
%
|
Health insurance industry tax
|
|
645
|
|
|
5.4
|
|
|
627
|
|
|
6.1
|
|
|
469
|
|
|
4.8
|
|
|||
State income taxes, net of federal benefit
|
|
205
|
|
|
1.7
|
|
|
145
|
|
|
1.4
|
|
|
154
|
|
|
1.6
|
|
|||
Share-based awards - excess tax benefit
|
|
(158
|
)
|
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Non-deductible compensation
|
|
128
|
|
|
1.1
|
|
|
103
|
|
|
1.0
|
|
|
96
|
|
|
1.0
|
|
|||
Other, net
|
|
(182
|
)
|
|
(1.5
|
)
|
|
(93
|
)
|
|
(0.9
|
)
|
|
(62
|
)
|
|
(0.6
|
)
|
|||
Provision for income taxes
|
|
$
|
4,790
|
|
|
40.4
|
%
|
|
$
|
4,363
|
|
|
42.6
|
%
|
|
$
|
4,037
|
|
|
41.8
|
%
|
(in millions)
|
|
2016
|
|
2015
|
||||
Deferred income tax assets:
|
|
|
|
|
||||
Accrued expenses and allowances
|
|
$
|
820
|
|
|
$
|
739
|
|
U.S. federal and state net operating loss carryforwards
|
|
147
|
|
|
139
|
|
||
Share-based compensation
|
|
126
|
|
|
124
|
|
||
Nondeductible liabilities
|
|
236
|
|
|
205
|
|
||
Medical costs payable and other current liabilities
|
|
95
|
|
|
71
|
|
||
Non-U.S. tax loss carryforwards
|
|
434
|
|
|
244
|
|
||
Net unrealized losses on investments
|
|
55
|
|
|
—
|
|
||
Other-domestic
|
|
194
|
|
|
214
|
|
||
Other-non-U.S.
|
|
175
|
|
|
130
|
|
||
Subtotal
|
|
2,282
|
|
|
1,866
|
|
||
Less: valuation allowances
|
|
(55
|
)
|
|
(44
|
)
|
||
Total deferred income tax assets
|
|
2,227
|
|
|
1,822
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
||||
U.S. federal and state intangible assets
|
|
(3,055
|
)
|
|
(2,951
|
)
|
||
Non-U.S. goodwill and intangible assets
|
|
(584
|
)
|
|
(397
|
)
|
||
Capitalized software
|
|
(707
|
)
|
|
(574
|
)
|
||
Net unrealized gains on investments
|
|
—
|
|
|
(34
|
)
|
||
Depreciation and amortization
|
|
(332
|
)
|
|
(312
|
)
|
||
Prepaid expenses
|
|
(228
|
)
|
|
(205
|
)
|
||
Other-non-U.S.
|
|
(82
|
)
|
|
(76
|
)
|
||
Total deferred income tax liabilities
|
|
(4,988
|
)
|
|
(4,549
|
)
|
||
Net deferred income tax liabilities
|
|
$
|
(2,761
|
)
|
|
$
|
(2,727
|
)
|
(in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Gross unrecognized tax benefits, beginning of period
|
|
$
|
224
|
|
|
$
|
92
|
|
|
$
|
89
|
|
Gross increases:
|
|
|
|
|
|
|
|
|
|
|||
Current year tax positions
|
|
37
|
|
|
—
|
|
|
—
|
|
|||
Prior year tax positions
|
|
24
|
|
|
55
|
|
|
4
|
|
|||
Acquired reserves
|
|
—
|
|
|
89
|
|
|
—
|
|
|||
Gross decreases:
|
|
|
|
|
|
|
|
|
|
|||
Prior year tax positions
|
|
(4
|
)
|
|
(2
|
)
|
|
—
|
|
|||
Settlements
|
|
(6
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Statute of limitations lapses
|
|
(12
|
)
|
|
(9
|
)
|
|
(1
|
)
|
|||
Gross unrecognized tax benefits, end of period
|
|
$
|
263
|
|
|
$
|
224
|
|
|
$
|
92
|
|
|
|
Years Ended December 31,
|
||||||||
(in millions, except per share data)
|
|
2016
|
|
2015
|
||||||
Common share repurchases, shares
|
|
10
|
|
|
11
|
|
||||
Common share repurchases, average price per share
|
|
$
|
128.97
|
|
|
$
|
112.45
|
|
||
Common share repurchases, aggregate cost
|
|
$
|
1,280
|
|
|
$
|
1,200
|
|
||
Board authorized shares remaining
|
|
51
|
|
|
61
|
|
|
Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual Life
|
|
Aggregate
Intrinsic Value
|
||||||
|
(in millions)
|
|
|
|
(in years)
|
|
(in millions)
|
||||||
Outstanding at beginning of period
|
34
|
|
|
$
|
68
|
|
|
|
|
|
|||
Granted
|
11
|
|
|
113
|
|
|
|
|
|
||||
Exercised
|
(8
|
)
|
|
57
|
|
|
|
|
|
||||
Forfeited
|
(1
|
)
|
|
103
|
|
|
|
|
|
||||
Outstanding at end of period
|
36
|
|
|
84
|
|
|
6.6
|
|
|
$
|
2,758
|
|
|
Exercisable at end of period
|
14
|
|
|
56
|
|
|
4.0
|
|
|
1,458
|
|
||
Vested and expected to vest, end of period
|
35
|
|
|
83
|
|
|
6.6
|
|
|
2,704
|
|
(shares in millions)
|
|
Shares
|
|
Weighted-Average
Grant Date
Fair Value
per Share
|
|||
Nonvested at beginning of period
|
|
7
|
|
|
$
|
82
|
|
Granted
|
|
3
|
|
|
115
|
|
|
Vested
|
|
(3
|
)
|
|
76
|
|
|
Nonvested at end of period
|
|
7
|
|
|
96
|
|
(in millions, except per share amounts)
|
|
For the Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||
Stock Options and SARs
|
|
|
|
|
|
|
||||||
Weighted-average grant date fair value of shares granted, per share
|
|
$
|
20
|
|
|
$
|
22
|
|
|
$
|
22
|
|
Total intrinsic value of stock options and SARs exercised
|
|
595
|
|
|
482
|
|
|
526
|
|
|||
Restricted Shares
|
|
|
|
|
|
|
||||||
Weighted-average grant date fair value of shares granted, per share
|
|
115
|
|
|
110
|
|
|
71
|
|
|||
Total fair value of restricted shares vested
|
|
$
|
274
|
|
|
$
|
460
|
|
|
$
|
437
|
|
Employee Stock Purchase Plan
|
|
|
|
|
|
|
||||||
Number of shares purchased
|
|
2
|
|
|
2
|
|
|
2
|
|
|||
Share-Based Compensation Items
|
|
|
|
|
|
|
||||||
Share-based compensation expense, before tax
|
|
$
|
485
|
|
|
$
|
406
|
|
|
$
|
364
|
|
Share-based compensation expense, net of tax effects
|
|
417
|
|
|
348
|
|
|
314
|
|
|||
Income tax benefit realized from share-based award exercises
|
|
236
|
|
|
247
|
|
|
231
|
|
(in millions, except years)
|
|
December 31, 2016
|
||
Unrecognized compensation expense related to share awards
|
|
$
|
516
|
|
Weighted-average years to recognize compensation expense
|
|
1.3
|
|
|
|
For the Years Ended December 31,
|
||||
|
|
2016
|
|
2015
|
|
2014
|
Risk-free interest rate
|
|
1.2% - 1.4%
|
|
1.6% - 1.7%
|
|
1.7% - 1.8%
|
Expected volatility
|
|
20.8% - 22.5%
|
|
22.3% - 24.1%
|
|
24.1% - 39.6%
|
Expected dividend yield
|
|
1.8%
|
|
1.4% - 1.7%
|
|
1.6% - 1.9%
|
Forfeiture rate
|
|
5.0%
|
|
5.0%
|
|
5.0%
|
Expected life in years
|
|
5.6 - 5.9
|
|
5.5 - 6.1
|
|
5.4
|
•
|
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 health-related financial needs of individuals, enabling population health management through programs offered by employers, payers, government entities and directly with the care
|
•
|
OptumInsight
provides services, technology and health care expertise to major participants in the health care industry. Hospital systems, physicians, health plans, governments, life sciences companies and other organizations that comprise the health care industry depend on OptumInsight to help them improve performance, achieve efficiency, reduce costs, meet compliance mandates and modernize their core operating systems to meet the changing needs of the health system.
|
•
|
OptumRx
offers pharmacy care services and programs, including retail network contracting, home delivery and specialty pharmacy services, purchasing and clinical capabilities, and develops programs in areas such as step therapy, formulary management, drug adherence and disease/drug therapy management.
|
|
|
|
|
Optum
|
|
|
|
|
||||||||||||||||||||||||
(in millions)
|
|
UnitedHealthcare
|
|
OptumHealth
|
|
OptumInsight
|
|
OptumRx
|
|
Optum Eliminations
|
|
Optum
|
|
Corporate and
Eliminations
|
|
Consolidated
|
||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenues - external customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Premiums
|
|
$
|
140,455
|
|
|
$
|
3,663
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,663
|
|
|
$
|
—
|
|
|
$
|
144,118
|
|
Products
|
|
1
|
|
|
48
|
|
|
103
|
|
|
26,506
|
|
|
—
|
|
|
26,657
|
|
|
—
|
|
|
26,658
|
|
||||||||
Services
|
|
7,514
|
|
|
2,498
|
|
|
2,670
|
|
|
554
|
|
|
—
|
|
|
5,722
|
|
|
—
|
|
|
13,236
|
|
||||||||
Total revenues - external customers
|
|
147,970
|
|
|
6,209
|
|
|
2,773
|
|
|
27,060
|
|
|
—
|
|
|
36,042
|
|
|
—
|
|
|
184,012
|
|
||||||||
Total revenues - intersegment
|
|
—
|
|
|
10,491
|
|
|
4,559
|
|
|
33,372
|
|
|
(1,088
|
)
|
|
47,334
|
|
|
(47,334
|
)
|
|
—
|
|
||||||||
Investment and other income
|
|
611
|
|
|
208
|
|
|
1
|
|
|
8
|
|
|
—
|
|
|
217
|
|
|
—
|
|
|
828
|
|
||||||||
Total revenues
|
|
$
|
148,581
|
|
|
$
|
16,908
|
|
|
$
|
7,333
|
|
|
$
|
60,440
|
|
|
$
|
(1,088
|
)
|
|
$
|
83,593
|
|
|
$
|
(47,334
|
)
|
|
$
|
184,840
|
|
Earnings from operations
|
|
$
|
7,307
|
|
|
$
|
1,428
|
|
|
$
|
1,513
|
|
|
$
|
2,682
|
|
|
$
|
—
|
|
|
$
|
5,623
|
|
|
$
|
—
|
|
|
$
|
12,930
|
|
Interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,067
|
)
|
|
(1,067
|
)
|
||||||||
Earnings before income taxes
|
|
$
|
7,307
|
|
|
$
|
1,428
|
|
|
$
|
1,513
|
|
|
$
|
2,682
|
|
|
$
|
—
|
|
|
$
|
5,623
|
|
|
$
|
(1,067
|
)
|
|
$
|
11,863
|
|
Total assets
|
|
$
|
70,505
|
|
|
$
|
18,656
|
|
|
$
|
9,017
|
|
|
$
|
29,066
|
|
|
$
|
—
|
|
|
$
|
56,739
|
|
|
$
|
(4,434
|
)
|
|
$
|
122,810
|
|
Purchases of property, equipment and capitalized software
|
|
640
|
|
|
345
|
|
|
571
|
|
|
149
|
|
|
—
|
|
|
1,065
|
|
|
—
|
|
|
1,705
|
|
||||||||
Depreciation and amortization
|
|
724
|
|
|
297
|
|
|
559
|
|
|
475
|
|
|
—
|
|
|
1,331
|
|
|
—
|
|
|
2,055
|
|
||||||||
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
(a)
|
|
$
|
64,212
|
|
|
$
|
14,600
|
|
|
$
|
8,335
|
|
|
$
|
26,844
|
|
|
$
|
—
|
|
|
$
|
49,779
|
|
|
$
|
(2,737
|
)
|
|
$
|
111,254
|
|
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
(a)
|
|
$
|
62,405
|
|
|
$
|
11,148
|
|
|
$
|
8,112
|
|
|
$
|
5,474
|
|
|
$
|
—
|
|
|
$
|
24,734
|
|
|
$
|
(839
|
)
|
|
$
|
86,300
|
|
Purchases of property, equipment and capitalized software
|
|
773
|
|
|
212
|
|
|
484
|
|
|
56
|
|
|
—
|
|
|
752
|
|
|
—
|
|
|
1,525
|
|
||||||||
Depreciation and amortization
|
|
772
|
|
|
179
|
|
|
433
|
|
|
94
|
|
|
—
|
|
|
706
|
|
|
—
|
|
|
1,478
|
|
(a)
|
In the first quarter of 2016, the Company adopted ASU 2015-03, retrospectively as required. See
Note 2
for more information on the adoption of ASU 2015-03.
|
|
|
For the Quarter Ended
|
||||||||||||||
(in millions, except per share data)
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2016
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
44,527
|
|
|
$
|
46,485
|
|
|
$
|
46,293
|
|
|
$
|
47,535
|
|
Operating costs
|
|
41,567
|
|
|
43,282
|
|
|
42,713
|
|
|
44,348
|
|
||||
Earnings from operations
|
|
2,960
|
|
|
3,203
|
|
|
3,580
|
|
|
3,187
|
|
||||
Net earnings
|
|
1,627
|
|
|
1,760
|
|
|
1,978
|
|
|
1,708
|
|
||||
Net earnings attributable to UnitedHealth Group common shareholders
|
|
1,611
|
|
|
1,754
|
|
|
1,968
|
|
|
1,684
|
|
||||
Net earnings per share attributable to UnitedHealth Group common shareholders:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
1.69
|
|
|
1.84
|
|
|
2.07
|
|
|
1.77
|
|
||||
Diluted
|
|
1.67
|
|
|
1.81
|
|
|
2.03
|
|
|
1.74
|
|
||||
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 shareholders
|
|
1,413
|
|
|
1,585
|
|
|
1,597
|
|
|
1,218
|
|
||||
Net earnings per share attributable to UnitedHealth Group common shareholders:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
1.48
|
|
|
1.66
|
|
|
1.68
|
|
|
1.28
|
|
||||
Diluted
|
|
1.46
|
|
|
1.64
|
|
|
1.65
|
|
|
1.26
|
|
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 8, 2017
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
William C. Ballard, Jr.
|
|
Michele J. Hooper
|
Former Of Counsel
Bingham Greenebaum Doll LLP
|
|
President and Chief Executive Officer
The Directors’ Council, a company focused on improving
the governance processes of corporate boards
|
|
||
Edson Bueno, M.D.
|
|
|
Founder Amil and
Chairman UnitedHealth Group Latin America
|
|
Rodger A. Lawson
|
|
Executive Chair
E*TRADE Financial Corporation and
Retired President and Chief Executive Officer
Fidelity Investments - Financial Services
|
|
|
|
|
Richard T. Burke
|
|
|
Non-Executive Chair
UnitedHealth Group
|
|
|
|
|
|
|
|
Glenn M. Renwick
|
Robert J. Darretta
|
|
Executive Chair
The Progressive Corporation
|
Retired Vice-Chair and
Chief Financial Officer
Johnson & Johnson
|
|
|
|
|
|
|
Kenneth I. Shine, M.D.
|
|
|
|
Professor of Medicine at the Dell Medical School
University of Texas
|
Timothy P. Flynn
|
|
|
Retired Chair
KPMG International
|
|
|
|
Gail R. Wilensky, Ph.D.
|
|
|
|
Senior Fellow
Project HOPE, an international health foundation
|
Stephen J. Hemsley
|
|
|
Chief Executive Officer
UnitedHealth Group
|
|
|
|
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
|
Plan category
|
|
(a)
Number of securities
to be issued upon
exercise of
outstanding
options, warrants
and rights
|
|
(b)
Weighted-average
exercise
price of
outstanding
options, warrants
and rights
|
|
(c)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
|
|
||||
|
|
(in millions)
|
|
|
|
(in millions)
|
|
||||
Equity compensation plans approved by shareholders
(1)
|
|
36
|
|
|
$
|
84
|
|
|
78
|
|
(3)
|
Equity compensation plans not approved by shareholders
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
(2)
|
|
36
|
|
|
$
|
84
|
|
|
78
|
|
|
(1)
|
Consists of the UnitedHealth Group Incorporated 2011 Stock Incentive Plan, as amended and the UnitedHealth Group 1993 ESPP, as amended.
|
(2)
|
Excludes 184,000 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 7 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 10 million shares of common stock available for future issuance under the Employee Stock Purchase Plan as of December 31, 2016, and 68 million shares available under the 2011 Stock Incentive Plan as of December 31, 2016. 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.
|
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, Commission File No. 1-10864, filed on July 1, 2015)
|
3.2
|
|
|
Bylaws of UnitedHealth Group Incorporated (incorporated by reference to Exhibit 3.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on February 12, 2016)
|
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 as of November 15, 1988, amended as of 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
|
|
|
Seventh Amendment to UnitedHealth Group Executive Savings Plan (2004 Statement)
|
*10.25
|
|
|
Summary of Non-Management Director Compensation, effective as of October 1, 2016 (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016)
|
*10.26
|
|
|
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)
|
*10.27
|
|
|
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)
|
*10.28
|
|
|
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)
|
*10.29
|
|
|
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)
|
*10.30
|
|
|
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)
|
*10.31
|
|
|
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)
|
*10.32
|
|
|
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)
|
*10.33
|
|
|
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)
|
*10.34
|
|
|
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)
|
*10.35
|
|
|
Amendment to Agreement for Supplemental Executive Retirement Pay, dated as of June 7, 2016, between UnitedHealth Group Incorporated and Stephen J. Hemsley (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016)
|
*10.36
|
|
|
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)
|
*10.37
|
|
|
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)
|
*10.38
|
|
|
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)
|
*10.39
|
|
|
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)
|
*10.40
|
|
|
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)
|
*10.41
|
|
|
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)
|
*10.42
|
|
|
Amended and Restated Employment Agreement, dated as of February 3, 2014, between United HealthCare Services, Inc. and D. Ellen Wilson (incorporated by reference to Exhibit 10.40 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2015)
|
*10.43
|
|
|
Amended and Restated Employment Agreement, dated as of June 7, 2016, between United HealthCare Services, Inc. and John Rex (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016)
|
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, 2016, filed on February 8, 2017, 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 8, 2017
|
(in millions, except per share data)
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
180
|
|
|
$
|
29
|
|
Short-term notes receivable from subsidiaries
|
|
755
|
|
|
—
|
|
||
Other current assets
|
|
140
|
|
|
313
|
|
||
Total current assets
|
|
1,075
|
|
|
342
|
|
||
Equity in net assets of subsidiaries
|
|
60,593
|
|
|
56,316
|
|
||
Long-term notes receivable from subsidiaries
|
|
9,912
|
|
|
9,679
|
|
||
Other assets
|
|
248
|
|
|
199
|
|
||
Total assets
|
|
$
|
71,828
|
|
|
$
|
66,536
|
|
|
|
|
|
|
||||
Liabilities and shareholders’ equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable and accrued liabilities
|
|
$
|
452
|
|
|
$
|
449
|
|
Note payable to subsidiary
|
|
280
|
|
|
310
|
|
||
Commercial paper and current maturities of long-term debt
|
|
7,113
|
|
|
6,587
|
|
||
Total current liabilities
|
|
7,845
|
|
|
7,346
|
|
||
Long-term debt, less current maturities
|
|
25,657
|
|
|
25,215
|
|
||
Other liabilities
|
|
52
|
|
|
145
|
|
||
Total liabilities
|
|
33,554
|
|
|
32,706
|
|
||
Commitments and contingencies (Note 4)
|
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
|
||||
Preferred stock, $0.001 par value -10 shares authorized; no shares issued or outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value - 3,000 shares authorized; 952 and 953 issued and outstanding
|
|
10
|
|
|
10
|
|
||
Additional paid-in capital
|
|
—
|
|
|
29
|
|
||
Retained earnings
|
|
40,945
|
|
|
37,125
|
|
||
Accumulated other comprehensive loss
|
|
(2,681
|
)
|
|
(3,334
|
)
|
||
Total UnitedHealth Group shareholders’ equity
|
|
38,274
|
|
|
33,830
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
71,828
|
|
|
$
|
66,536
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Investment and other income
|
|
$
|
522
|
|
|
$
|
396
|
|
|
$
|
293
|
|
Total revenues
|
|
522
|
|
|
396
|
|
|
293
|
|
|||
Operating costs:
|
|
|
|
|
|
|
||||||
Operating costs
|
|
(22
|
)
|
|
(17
|
)
|
|
1
|
|
|||
Interest expense
|
|
995
|
|
|
717
|
|
|
554
|
|
|||
Total operating costs
|
|
973
|
|
|
700
|
|
|
555
|
|
|||
Loss before income taxes
|
|
(451
|
)
|
|
(304
|
)
|
|
(262
|
)
|
|||
Benefit for income taxes
|
|
165
|
|
|
111
|
|
|
96
|
|
|||
Loss of parent company
|
|
(286
|
)
|
|
(193
|
)
|
|
(166
|
)
|
|||
Equity in undistributed income of subsidiaries
|
|
7,303
|
|
|
6,006
|
|
|
5,785
|
|
|||
Net earnings
|
|
7,017
|
|
|
5,813
|
|
|
5,619
|
|
|||
Other comprehensive income (loss)
|
|
653
|
|
|
(1,942
|
)
|
|
(484
|
)
|
|||
Comprehensive income
|
|
$
|
7,670
|
|
|
$
|
3,871
|
|
|
$
|
5,135
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Operating activities
|
|
|
|
|
|
|
||||||
Cash flows from operating activities
|
|
$
|
4,294
|
|
|
$
|
1,727
|
|
|
$
|
7,445
|
|
Investing activities
|
|
|
|
|
|
|
||||||
Issuance of notes to subsidiaries
|
|
(824
|
)
|
|
(5,064
|
)
|
|
(436
|
)
|
|||
Cash paid for acquisitions
|
|
(2,292
|
)
|
|
(12,270
|
)
|
|
(1,852
|
)
|
|||
Return of capital to parent company
|
|
2,143
|
|
|
4,375
|
|
|
—
|
|
|||
Capital contributions to subsidiaries
|
|
(765
|
)
|
|
(1,109
|
)
|
|
(704
|
)
|
|||
Other, net
|
|
168
|
|
|
140
|
|
|
(9
|
)
|
|||
Cash flows used for investing activities
|
|
(1,570
|
)
|
|
(13,928
|
)
|
|
(3,001
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
||||||
Common stock repurchases
|
|
(1,280
|
)
|
|
(1,200
|
)
|
|
(4,008
|
)
|
|||
Proceeds from common stock issuances
|
|
429
|
|
|
402
|
|
|
462
|
|
|||
Cash dividends paid
|
|
(2,261
|
)
|
|
(1,786
|
)
|
|
(1,362
|
)
|
|||
(Repayments of) proceeds from commercial paper, net
|
|
(382
|
)
|
|
3,666
|
|
|
(794
|
)
|
|||
Proceeds from issuance of long-term debt
|
|
3,968
|
|
|
11,982
|
|
|
1,997
|
|
|||
Repayments of long-term debt
|
|
(2,596
|
)
|
|
(1,041
|
)
|
|
(812
|
)
|
|||
Other, net
|
|
(451
|
)
|
|
(352
|
)
|
|
(190
|
)
|
|||
Cash flows (used for) from financing activities
|
|
(2,573
|
)
|
|
11,671
|
|
|
(4,707
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
|
151
|
|
|
(530
|
)
|
|
(263
|
)
|
|||
Cash and cash equivalents, beginning of period
|
|
29
|
|
|
559
|
|
|
822
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
180
|
|
|
$
|
29
|
|
|
$
|
559
|
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow disclosures
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
974
|
|
|
$
|
573
|
|
|
$
|
578
|
|
Cash paid for income taxes
|
|
4,557
|
|
|
4,294
|
|
|
4,028
|
|
UNITEDHEALTH GROUP INCORPORATED
|
|
|
|
By
|
/s/ STEPHEN J. HEMSLEY
|
|
Stephen J. Hemsley
Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
/s/ S
TEPHEN
J. H
EMSLEY
|
|
Director and Chief Executive Officer
(principal executive officer)
|
|
February 8, 2017
|
Stephen J. Hemsley
|
|
|
|
|
/s/ J
OHN
F. R
EX
|
|
Executive Vice President and Chief Financial Officer
(principal financial officer)
|
|
February 8, 2017
|
John F. Rex
|
|
|
|
|
/s/ T
HOMAS
E. R
OOS
|
|
Senior Vice President and
Chief Accounting Officer
(principal accounting officer)
|
|
February 8, 2017
|
Thomas E. Roos
|
|
|
|
|
*
|
|
Director
|
|
February 8, 2017
|
William C. Ballard, Jr.
|
|
|
|
|
*
|
|
Director
|
|
February 8, 2017
|
Edson Bueno
|
|
|
|
|
*
|
|
Director
|
|
February 8, 2017
|
Richard T. Burke
|
|
|
|
|
|
|
Director
|
|
|
Robert J. Darretta
|
|
|
|
|
*
|
|
Director
|
|
February 8, 2017
|
Timothy P. Flynn
|
|
|
|
|
*
|
|
Director
|
|
February 8, 2017
|
Michele J. Hooper
|
|
|
|
|
*
|
|
Director
|
|
February 8, 2017
|
Rodger A. Lawson
|
|
|
|
|
*
|
|
Director
|
|
February 8, 2017
|
Glenn M. Renwick
|
|
|
|
|
*
|
|
Director
|
|
February 8, 2017
|
Kenneth I. Shine
|
|
|
|
|
*
|
|
Director
|
|
February 8, 2017
|
Gail R. Wilensky
|
|
|
|
|
*By
|
/s/ MARIANNE D. SHORT
|
|
Marianne D. Short,
As Attorney-in-Fact
|
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, Commission File No. 1-10864, filed on July 1, 2015)
|
3.2
|
|
|
Bylaws of UnitedHealth Group Incorporated (incorporated by reference to Exhibit 3.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on February 12, 2016)
|
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 as of November 15, 1988, amended as of 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
|
|
|
Seventh Amendment to UnitedHealth Group Executive Savings Plan (2004 Statement)
|
*10.25
|
|
|
Summary of Non-Management Director Compensation, effective as of October 1, 2016 (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016)
|
*10.26
|
|
|
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)
|
*10.27
|
|
|
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)
|
*10.28
|
|
|
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)
|
*10.29
|
|
|
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)
|
*10.30
|
|
|
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)
|
*10.31
|
|
|
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)
|
*10.32
|
|
|
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)
|
*10.33
|
|
|
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)
|
*10.34
|
|
|
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)
|
*10.35
|
|
|
Amendment to Agreement for Supplemental Executive Retirement Pay, dated as of June 7, 2016, between UnitedHealth Group Incorporated and Stephen J. Hemsley (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016)
|
*10.36
|
|
|
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)
|
*10.37
|
|
|
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)
|
*10.38
|
|
|
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)
|
*10.39
|
|
|
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)
|
*10.40
|
|
|
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)
|
*10.41
|
|
|
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)
|
*10.42
|
|
|
Amended and Restated Employment Agreement, dated as of February 3, 2014, between United HealthCare Services, Inc. and D. Ellen Wilson (incorporated by reference to Exhibit 10.40 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2015)
|
*10.43
|
|
|
Amended and Restated Employment Agreement, dated as of June 7, 2016, between United HealthCare Services, Inc. and John Rex (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016)
|
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, 2016, filed on February 8, 2017, 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.
|
1.
|
United Healthcare Services, Inc.
|
2.
|
UHC International Services, Inc.
|
3.
|
Health Plan of Nevada, Inc.
|
4.
|
Sierra Health and Life Insurance Company, Inc.
|
5.
|
Southwest Medical Associates, Inc.
|
6.
|
Optum Services, Inc.
|
7.
|
Optum360 Services, Inc.
|
8.
|
PrimeCare Medical Network, Inc.
|
9.
|
Monarch Health Plan
|
10.
|
March Vision Care, Inc.
|
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
||||||||||
(dollars in millions)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Earnings before income taxes
|
|
$
|
11,863
|
|
|
$
|
10,231
|
|
|
$
|
9,656
|
|
|
$
|
8,915
|
|
|
$
|
8,622
|
|
Fixed charges
|
|
1,249
|
|
|
957
|
|
|
753
|
|
|
839
|
|
|
732
|
|
|||||
Total earnings available for fixed charges
|
|
$
|
13,112
|
|
|
$
|
11,188
|
|
|
$
|
10,409
|
|
|
$
|
9,754
|
|
|
$
|
9,354
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
$
|
1,067
|
|
|
$
|
790
|
|
|
$
|
618
|
|
|
$
|
708
|
|
|
$
|
632
|
|
Interest component of rental payments
|
|
182
|
|
|
167
|
|
|
135
|
|
|
131
|
|
|
100
|
|
|||||
Total fixed charges
|
|
$
|
1,249
|
|
|
$
|
957
|
|
|
$
|
753
|
|
|
$
|
839
|
|
|
$
|
732
|
|
Ratio of earnings to fixed charges
|
|
10.5
|
|
|
11.7
|
|
|
13.8
|
|
|
11.6
|
|
|
12.8
|
|
Name of Entity
|
State of Jurisdiction or Domicile
|
Doing Business As
|
1070715 B.C. Unlimited Liability Company
|
Canada
|
|
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
|
|
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
|
|
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 Intermediate Holdings, LLC
|
DE
|
|
AxelaCare, LLC
|
DE
|
|
Behavioral Healthcare Options, Inc.
|
NV
|
|
Bosque Medical Center Ltda.
|
Brazil
|
|
BriovaRx Infusion Services, Inc.
|
DE
|
|
BriovaRx of California, Inc.
|
CA
|
BriovaRx of Los Angeles
MRP MRP Scripts |
BriovaRx of Florida, Inc.
|
DE
|
BriovaRx of Florida
|
BriovaRx of Georgia, LLC
|
GA
|
|
BriovaRx of Hawaii, LLC
|
HI
|
|
BriovaRx of Indiana, LLC
|
IN
|
BriovaRx
|
BriovaRx of Louisiana, LLC
|
LA
|
|
BriovaRx of Maine, Inc.
|
ME
|
Ascend SpecialtyRx
BriovaRx NMHC Ascend |
BriovaRx of Massachusetts, LLC
|
MA
|
BriovaRx
|
BriovaRx of Nevada, LLC
|
NV
|
BriovaRx
|
BriovaRx of New York, Inc.
|
NY
|
BriovaRx of New York
Echo Pharmacy Echo Transplant Pharmacy |
BriovaRx of Texas, Inc.
|
TX
|
BriovaRx of Texas
Catamaran Home Delivery |
BriovaRx, LLC
|
AL
|
BriovaRx
|
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
|
|
Casa de Saúde Santa Therezinha S.A.
|
Brazil
|
|
Catalyst360, LLC
|
DE
|
|
Catamaran Health Solutions, LLC
|
DE
|
|
Catamaran Holdings I, LLC
|
DE
|
|
Catamaran IPA III, Inc.
|
NY
|
|
Catamaran Mail, LLC
|
DE
|
|
Catamaran of Pennsylvania, LLC
|
DE
|
FutureScripts Secure
|
Catamaran PBM of Illinois II, Inc.
|
IL
|
|
Catamaran PBM of Puerto Rico, LLC
|
NV
|
|
Catamaran PD of Pennsylvania, LLC
|
PA
|
|
Catamaran PD of Puerto Rico, LLC
|
NV
|
|
Catamaran Rebate Management, Inc.
|
NV
|
|
Catamaran S.á.r.l.
|
Luxembourg
|
|
Catamaran Senior Services, LLC
|
AL
|
SeniorScript
|
Cemed Care - Empressa de Atendimento Clínico Geral Ltda.
|
Brazil
|
|
Centro Médico PJ Ltda.
|
Brazil
|
|
ChinaGate (Hong Kong) Limited
|
Hong Kong
|
OptumInsight
|
ChinaGate Company Limited
|
China
|
|
Clinica Oftalmologica Danilo de Castro Sociedade Simples
|
Brazil
|
|
CMO – Centro Médico de Oftalmologia S/S Ltda.
|
Brazil
|
|
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
|
Echo Drugs
|
Cypress Care, Inc.
|
DE
|
Optum Workers Compensation Services of Georgia
|
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. |
Dilab Medicina Nuclear Ltda.
|
Brazil
|
|
Distance Learning Network, Inc.
|
DE
|
i3CME
OptumHealth Education |
Duncan Printing Services, LLC
|
SC
|
|
DWIC of Tampa Bay, Inc.
|
FL
|
Doctor's Walk-In Clinics
MedExpress MedExpress Urgent Care - Brandon MedExpress Urgent Care - Cape Coral, SW Pine Island Rd MedExpress Urgent Care - Carrollwood MedExpress Urgent Care - Clearwater MedExpress Urgent Care - Fort Meyers, S Cleveland Ave MedExpress Urgent Care - Hudson, State Road 52 MedExpress Urgent Care - Largo MedExpress Urgent Care - Lehigh Acres, Homestead Rd N MedExpress Urgent Care - Lutz MedExpress Urgent Care - New Tampa MedExpress Urgent Care - North Port, Tuscola Blvd MedExpress Urgent Care - Northside MedExpress Urgent Care - Port Charlotte, Tamiami Trl MedExpress Urgent Care - Seffner MedExpress Urgent Care - West Tampa |
Electronic Network Systems, Inc.
|
DE
|
|
ELG FZE
|
Dubai
|
|
Empire Physician Management Company
|
CA
|
|
EP Campus I, LLC
|
DE
|
|
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 Government Services, LLC
|
DE
|
|
FrontierMEDEX Kenya Limited
|
Kenya
|
|
FrontierMEDEX US, Inc.
|
DE
|
|
FrontierMEDEX, Inc.
|
MN
|
UnitedHealthcare Global
|
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
|
AxelaCare
|
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
|
Optum Healthcare Solutions of Georgia
|
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
|
|
Hospitais Associados de Pernambuco Ltda.
|
Brazil
|
|
Hospital Alvorada de Taguatinga Ltda.
|
Brazil
|
|
Hospital de Clínicas de Jacarepaguá Ltda.
|
Brazil
|
|
Hospital Maternidade Promater Ltda.
|
Brazil
|
|
Hospital Samaritano de São Paulo Ltda.
|
Brazil
|
|
Humedica, Inc.
|
DE
|
|
Hygeia Corporation
|
DE
|
|
Hygeia Corporation
|
Canada
|
|
Imed Star – Serviços de Desempenho Organizacional Ltda.
|
Brazil
|
|
Impel Consulting Experts, L.L.C.
|
TX
|
|
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
Optum Clinic + Medical Spa Optum Clinic + Urgent Care |
Inspiris Services Company
|
TN
|
Care Level Management of Florida
Inspiris of Florida |
Inspiris, Inc.
|
DE
|
|
International Psychological Services Pty Limited
|
Australia
|
IPS Conferences
IPS Worldwide |
IRX Financing I LLC
|
DE
|
|
Lifeprint Accountable Care Organization, LLC
|
DE
|
Optum Accountable Care, Arizona
|
Lifeprint East, Inc.
|
DE
|
|
LifePrint Health, Inc.
|
DE
|
Optum Medical Network
|
Logistics Health, Inc.
|
WI
|
|
Lotten-Eyes Oftalmologia Clinica e Cirurgica Ltda.
|
Brazil
|
|
Lusíadas A.C.E.
|
Portugal
|
|
Lusíadas, S.A.
|
Portugal
|
|
Lusíadas, SGPS, S.A.
|
Portugal
|
|
Lusíadas - Parcerias Cascais, S.A.
|
Portugal
|
|
Mamoeco – Mamografia e Ecografia, Centro de Diagnóstico, Lda.
|
Portugal
|
|
MAMSI Insurance Resources, LLC
|
MD
|
|
MAMSI Life and Health Insurance Company
|
MD
|
|
Managed Physical Network, Inc.
|
NY
|
|
March Holdings, Inc.
|
CA
|
|
March Vision Care, Inc.
|
CA
|
|
Mat-Rx Development, L.L.C.
|
TX
|
USMD Hospital Division
|
Mat-Rx Fort Worth GP, L.L.C.
|
TX
|
|
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 Clinic of North Texas PLLC
|
TX
|
|
Medical Preparatory School of Allied Health, LLC
|
TX
|
|
Medical Transportation Services, LLC
|
FL
|
|
MedSynergies North Texas, LLC
|
TX
|
|
MedSynergies, LLC
|
DE
|
|
Metro I Stone Management, Ltd.
|
TX
|
|
MHC Real Estate Holdings, LLC
|
CA
|
|
Mobile Medical Professionals, Inc.
|
IA
|
|
Monarch Management Services, Inc.
|
DE
|
|
MSLA Management LLC
|
DE
|
|
Multiangio Ltda.
|
Brazil
|
|
Mustang Razorback Holdings, Inc.
|
DE
|
|
MXMD Centros De Cancer, S. De R.L. De C.V.
|
Mexico
|
|
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 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 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 Finance (Ireland) Unlimited Company
|
Ireland
|
|
Optum Global Solutions (India) Private Limited
|
India
|
|
Optum Global Solutions (Philippines), Inc.
|
Philippines
|
|
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 Healthcare of Illinois, Inc.
|
GA
|
|
Optum Hospice Pharmacy Services, LLC
|
DE
|
HospiScript Services
Optum Hospice Pharmacy Services Optum Hospice Pharmacy Services Administrator |
Optum Insurance of Ohio, Inc.
|
OH
|
|
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 (Puerto Rico) LLC
|
Puerto Rico
|
|
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 Women's and Children's Health, LLC
|
DE
|
|
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
|
Innovus
QualityMetric QualityMetric Incorporated |
OptumInsight, Inc.
|
DE
|
Ingenix
Ingenix, Inc. Optum |
OptumRx Administrative Services, LLC
|
TX
|
|
OptumRx Discount Card Services, LLC
|
DE
|
|
OptumRx Group Holdings, Inc.
|
DE
|
|
OptumRx Holdings, LLC
|
DE
|
|
OptumRx NY IPA, Inc.
|
NY
|
|
OptumRx Home Delivery of Illinois, LLC
|
IL
|
OptumRx of Illinois
|
OptumRx Home Delivery of Ohio, Inc.
|
OH
|
Catamaran Home Delivery
OptumRx at Nationwide OptumRx of Ohio |
OptumRx PBM of Illinois, Inc.
|
DE
|
|
OptumRx PBM of Maryland, Inc.
|
NV
|
|
OptumRx PBM of Pennsylvania, LLC
|
PA
|
FutureScripts
|
OptumRx PBM of Wisconsin, LLC
|
WI
|
OptumRx PBM Administrator of Wisconsin
|
OptumRx PD of Maryland, Inc.
|
NV
|
OptumRx PD Administrator
|
OptumRx Pharmacy of Nevada, Inc.
|
NV
|
Culinary Pharmacy
|
OptumRx Pharmacy, Inc.
|
DE
|
|
OptumRx, Inc.
|
CA
|
hi HealthInnovations
OptumRx OptumRx Pharmacy at Rockwell Collins Prescription Solutions Prescription Solution by OptumRx Prescription Solutions, Inc. |
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
|
|
OrthoNet Services, Inc.
|
DE
|
|
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.
|
P2 Lower Acquisition, LLC
|
DE
|
|
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
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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
|
|
Pharmacy Review Services, LLC
|
FL
|
|
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.
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DE
|
|
PMI Acquisition, LLC
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DE
|
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PMSI Holdco II, LLC
|
DE
|
|
PMSI Holdings, LLC
|
DE
|
|
PMSI Settlement Solutions, LLC
|
FL
|
Helios
Optum Settlement Solutions |
PMSI, LLC
|
FL
|
Helios
Helios Comp Helioscomp Helioscomp, LLC Optum Workers Compensation Services of Florida |
Polar II Fundo de Investimento em Participações
|
Brazil
|
|
Polo Holdco, LLC
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DE
|
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ppoONE, Inc.
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DE
|
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Preferred Care Partners Holding, Corp.
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FL
|
UnitedHealthcare
|
Preferred Care Partners Medical Group, Inc.
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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.
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NV
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Med One Works
|
PrimeCare Medical Network, Inc.
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CA
|
|
PrimeCare of Citrus Valley, Inc.
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CA
|
|
PrimeCare of Corona, Inc.
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CA
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PrimeCare of Hemet Valley, Inc.
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CA
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PrimeCare of Inland Valley, Inc.
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CA
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PrimeCare of Moreno Valley, Inc.
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CA
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PrimeCare of Redlands, Inc.
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CA
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PrimeCare of Riverside, Inc.
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CA
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PrimeCare of San Bernardino, Inc.
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CA
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PrimeCare of Sun City, Inc.
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CA
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PrimeCare of Temecula, Inc.
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CA
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Procura Management, Inc.
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DE
|
Optum Managed Care Services
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Progressive Enterprises Holdings, Inc.
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DE
|
|
Progressive Medical, LLC
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OH
|
Automed Solutions
Helios Optum Workers Compensation Services of Ohio PMI Medical Solutions, LLC Progressive Medical Solutions, LLC Progressive Medical, LLC of Ohio |
Progressive Solutions, LLC
|
DE
|
|
ProHEALTH Fitness of Lake Success, LLC
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NY
|
|
ProHealth Medical Management, LLC
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DE
|
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ProHealth Physicians, ACO, LLC
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CT
|
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ProHealth Physicians, Inc.
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CT
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ProHealth Proton Center Management, LLC
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DE
|
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Pronetics Health Care Group, Inc.
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SC
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Quality Software Services, Inc.
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MD
|
Optum
Optum, Inc. Q.S.S., Inc. QSSI |
R&H Family Fitness Unlimited LLC
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TX
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Elvira Cisneros Senior Community Center by WellMed
Family Fitness Unlimited |
Rally Health, Inc.
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DE
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Riverside Medical Management, LLC
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DE
|
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Salveo Specialty Pharmacy, Inc.
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DE
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SCP Specialty Infusion, LLC
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DE
|
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ScripNet, LLC
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DE
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ScriptSwitch Limited
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UK
|
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Seisa Serviços Integrados de Saúde Ltda.
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Brazil
|
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Senior Care Partners, Inc.
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IL
|
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Serquinox Holdings LLC
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DE
|
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Serquinox LLC
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DE
|
AxelaCare
Equinox Healthcare |
Sierra Health and Life Insurance Company, Inc.
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NV
|
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Sierra Health Services, Inc.
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NV
|
Sierra Military Health Services, LLC
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Sierra Health-Care Options, Inc.
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NV
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Sierra Home Medical Products, Inc.
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NV
|
THC of Nevada
THC of Nevada Pharmacy |
Sierra Nevada Administrators, Inc.
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NV
|
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Sirona Infusion, L.L.C.
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AZ
|
AxelaCare
|
Southwest Medical Associates, Inc.
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NV
|
SMA Lifestyle Center
Southwest Hospitalist Services Group |
Southwest Michigan Health Network Inc.
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MI
|
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Specialty Benefits, LLC
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DE
|
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Spectera of New York, IPA, Inc.
|
NY
|
|
Spectera, Inc.
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MD
|
CARE Programs, a division of Spectera, Inc
Health Benefit Sevices, Inc. Spectera United Optical |
Spotlite, Inc.
|
DE
|
|
StoneRiver P2P Link, LLC
|
DE
|
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StoneRiver Pharmacy Solutions, LLC
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DE
|
|
Summit Home Infusion, LLC
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DE
|
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SXC Comet, LLC
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DE
|
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Symphonix Health Holdings, LLC
|
DE
|
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Symphonix Health Insurance, Inc.
|
IL
|
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The Lewin Group, Inc.
|
NC
|
Lewin
|
Three Rivers Holdings, Inc.
|
DE
|
|
Tmesys, LLC
|
FL
|
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Topimagem Diagnóstico por Imagem Ltda.
|
Brazil
|
|
Travel Express Incorporated
|
MD
|
|
Trinity Infusion, Inc.
|
NC
|
AxelaCare
|
U.S. Behavioral Health Plan, California
|
CA
|
Life Strategies
OptumHealth Behavioral Solutions of California |
UHC Global Health Services BC Ltd.
|
Canada
|
|
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
|
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 EverCare Health Professionals Review Healthmarc HealthPro Institute for Human Resources Optum UHC MANAGEMENT & ADMINISTRATORS UHC Management Company UHC Management Company, Inc. United HealthCare Corporation United HealthCare Management Company, Inc. United HealthCare Management Services United HealthCare Services of Minnesota United HealthCare Services of Minnesota, Inc. United Resource Networks United Resource Networks, Inc. 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 Global Canada Limited
|
Canada
|
UnitedHealthcare Global
|
UnitedHealthcare India Private Limited
|
India
|
|
UnitedHealthcare Insurance Company
|
CT
|
UnitedHealthcare Community Plan
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 B.V.
|
Netherlands
|
|
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
|
|
Urology Associates of North Texas, P.L.L.C.
|
TX
|
|
USMD Administrative Services, L.L.C.
|
TX
|
|
USMD Affiliated Services
|
TX
|
|
USMD Cancer Treatment Centers GP, L.L.C.
|
TX
|
|
USMD Cancer Treatment Centers, L.L.C.
|
TX
|
|
USMD CT (Mo), LLC
|
MO
|
|
USMD Diagnostic Services, LLC
|
TX
|
|
USMD Holdings, Inc.
|
DE
|
|
USMD Inc.
|
TX
|
|
USMD of Arlington GP, L.L.C.
|
TX
|
|
USMD PPM, LLC
|
TX
|
|
Valley Physicians Network, Inc.
|
CA
|
|
WellMed Medical Management of Florida, 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 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 North Stuart WellMed at Oak Commons WellMed at Plant City - Family Practice Center WellMed at Port St. Lucie - East WellMed at Port St. Lucie West WellMed at Port St. Lucie - West WellMed at Rosemont WellMed at Saint Isabel WellMed at Sanford WellMed at SE Lakeland WellMed at Sebastian WellMed at South Parsons
WellMed at South Stuart
WellMed at Southwest Orlando WellMed at St. Lucie Medical Center WellMed at Stonerock Lake WellMed at Vero Beach WellMed Medical Group |
WellMed Medical Management, Inc.
|
TX
|
DataRaps, Inc.
HealthRight / ITC Rosa Verde Silver Life Fitness |
WellMed Networks – DFW, Inc.
|
TX
|
WNI-DFW
|
|
/S/ DELOITTE & TOUCHE LLP
|
|
Minneapolis, Minnesota
|
February 8, 2017
|
/s/ William C. Ballard, Jr.
|
|
/s/ Michele J. Hooper
|
William C. Ballard, Jr.
|
|
Michele J. Hooper
|
Director
|
|
Director
|
Dated: February 8, 2017
|
|
Dated: February 8, 2017
|
|
|
|
/s/ Edson Bueno, M.D.
|
|
/s/ Rodger A. Lawson
|
Edson Bueno, M.D.
|
|
Rodger A. Lawson
|
Director
|
|
Director
|
Dated: February 8, 2017
|
|
Dated: February 8, 2017
|
|
|
|
/s/ Richard T. Burke
|
|
/s/ Glenn M. Renwick
|
Richard T. Burke
|
|
Glenn M. Renwick
|
Director
|
|
Director
|
Dated: February 8, 2017
|
|
Dated: February 8, 2017
|
|
|
|
|
|
/s/ Kenneth I. Shine, M.D.
|
Robert J. Darretta
|
|
Kenneth I. Shine, M.D.
|
Director
|
|
Director
|
Dated:
|
|
Dated: February 8, 2017
|
|
|
|
/s/ Timothy P. Flynn
|
|
/s/ Gail R. Wilensky, Ph.D.
|
Timothy P. Flynn
|
|
Gail R. Wilensky, Ph.D.
|
Director
|
|
Director
|
Dated: February 8, 2017
|
|
Dated: February 8, 2017
|
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 8, 2017
|
/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 8, 2017
|
/s/ JOHN F. REX
|
|
John F. Rex
Executive Vice 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 8, 2017
|
/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 8, 2017
|
/s/ JOHN F. REX
|
|
John F. Rex
Executive Vice President and Chief Financial Officer |