|
|
|
|
|
|
|
|
|
Form 10-K
|
|
|
|
|
[X]
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the fiscal year ended December 31, 2018
|
|
|
|
or
|
|
|
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the transition period from _____ to _____
|
Delaware
|
|
41-1321939
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
UnitedHealth Group Center
9900 Bren Road East
Minnetonka, Minnesota
|
|
55343
|
(Address of principal executive offices)
|
|
(Zip Code)
|
COMMON STOCK, $.01 PAR VALUE
|
NEW YORK STOCK EXCHANGE, INC.
|
(Title of each class)
|
(Name of each exchange on which registered)
|
Large accelerated filer
|
[X]
|
|
Accelerated filer
|
[ ]
|
|
Non-accelerated filer
|
[ ]
|
Smaller reporting company
|
[ ]
|
|
|
|
|
Emerging growth company
|
[ ]
|
|
|
|
|
|
|
|
Page
|
|
|
|
Part I
|
||
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Part II
|
||
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
Part III
|
||
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
Part IV
|
||
Item 15.
|
||
Item 16.
|
||
ITEM 1.
|
BUSINESS
|
•
|
UnitedHealthcare, which includes UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement, UnitedHealthcare Community & State and UnitedHealthcare Global;
|
•
|
OptumHealth;
|
•
|
OptumInsight; and
|
•
|
OptumRx.
|
•
|
strong local-market relationships;
|
•
|
the breadth of product offerings, which are responsive to many distinct market segments in health care;
|
•
|
service and advanced technology, including digital consumer engagement;
|
•
|
competitive medical and operating cost positions;
|
•
|
effective clinical engagement;
|
•
|
extensive expertise in distinct market segments; and
|
•
|
innovation for customers and consumers.
|
•
|
wellness programs;
|
•
|
decision support;
|
•
|
utilization management;
|
•
|
case and disease management;
|
•
|
complex condition management;
|
•
|
on-site programs, including biometrics and flu shots;
|
•
|
incentives to reinforce positive behavior change;
|
•
|
mental health/substance use disorder management; and
|
•
|
employee assistance programs.
|
•
|
Those who need care: the consumers who need the right support, information, resources and products to achieve their health goals.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
OptumHealth focuses on care delivery, care management, wellness and consumer engagement, and health financial services;
|
•
|
OptumInsight specializes in data and analytics and other health care information technology services, and delivers operational services and support; and
|
•
|
OptumRx provides pharmacy care services.
|
Name
|
|
Age
|
|
Position
|
Stephen J. Hemsley
|
|
66
|
|
Executive Chair of the Board
|
David S. Wichmann
|
|
56
|
|
Chief Executive Officer
|
Steven H. Nelson
|
|
59
|
|
Executive Vice President; Chief Executive Officer of UnitedHealthcare
|
Andrew P. Witty
|
|
54
|
|
Executive Vice President; Chief Executive Officer of Optum
|
John F. Rex
|
|
56
|
|
Executive Vice President; Chief Financial Officer
|
Thomas E. Roos
|
|
46
|
|
Senior Vice President; Chief Accounting Officer
|
Marianne D. Short
|
|
67
|
|
Executive Vice President; Chief Legal Officer
|
D. Ellen Wilson
|
|
61
|
|
Executive Vice President; Chief Human Resources Officer
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
12/13
|
|
12/14
|
|
12/15
|
|
12/16
|
|
12/17
|
|
12/18
|
||||||||||||
UnitedHealth Group
|
$
|
100.00
|
|
|
$
|
136.46
|
|
|
$
|
161.37
|
|
|
$
|
223.35
|
|
|
$
|
312.29
|
|
|
$
|
357.64
|
|
S&P Health Care Index
|
100.00
|
|
|
125.34
|
|
|
133.97
|
|
|
130.37
|
|
|
159.15
|
|
|
169.44
|
|
||||||
Dow Jones US Industrial Average
|
100.00
|
|
|
110.04
|
|
|
110.28
|
|
|
128.47
|
|
|
164.58
|
|
|
158.85
|
|
||||||
S&P 500 Index
|
100.00
|
|
|
113.69
|
|
|
115.26
|
|
|
129.05
|
|
|
157.22
|
|
|
150.33
|
|
||||||
Fortune 50 Group
|
100.00
|
|
|
105.33
|
|
|
108.75
|
|
|
123.33
|
|
|
126.45
|
|
|
103.96
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||
(in millions, except percentages and per share data)
|
|
2018
|
|
2017 (a)
|
|
2016
|
|
2015 (b)
|
|
2014
|
||||||||||
Consolidated operating results
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
226,247
|
|
|
$
|
201,159
|
|
|
$
|
184,840
|
|
|
$
|
157,107
|
|
|
$
|
130,474
|
|
Earnings from operations
|
|
17,344
|
|
|
15,209
|
|
|
12,930
|
|
|
11,021
|
|
|
10,274
|
|
|||||
Net earnings attributable to UnitedHealth Group common shareholders
|
|
11,986
|
|
|
10,558
|
|
|
7,017
|
|
|
5,813
|
|
|
5,619
|
|
|||||
Return on equity (c)
|
|
24.4
|
%
|
|
24.4
|
%
|
|
19.4
|
%
|
|
17.7
|
%
|
|
17.3
|
%
|
|||||
Basic earnings per share attributable to UnitedHealth Group common shareholders
|
|
$
|
12.45
|
|
|
$
|
10.95
|
|
|
$
|
7.37
|
|
|
$
|
6.10
|
|
|
$
|
5.78
|
|
Diluted earnings per share attributable to UnitedHealth Group common shareholders
|
|
12.19
|
|
|
10.72
|
|
|
7.25
|
|
|
6.01
|
|
|
5.70
|
|
|||||
Cash dividends declared per common share
|
|
3.45
|
|
|
2.875
|
|
|
2.375
|
|
|
1.875
|
|
|
1.405
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated cash flows from (used for)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
|
$
|
15,713
|
|
|
$
|
13,596
|
|
|
$
|
9,795
|
|
|
$
|
9,740
|
|
|
$
|
8,051
|
|
Investing activities
|
|
(12,385
|
)
|
|
(8,599
|
)
|
|
(9,355
|
)
|
|
(18,395
|
)
|
|
(2,534
|
)
|
|||||
Financing activities
|
|
(4,365
|
)
|
|
(3,441
|
)
|
|
(1,011
|
)
|
|
12,239
|
|
|
(5,293
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated financial condition
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(as of December 31)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and investments
|
|
$
|
46,834
|
|
|
$
|
43,831
|
|
|
$
|
37,143
|
|
|
$
|
31,703
|
|
|
$
|
28,063
|
|
Total assets
|
|
152,221
|
|
|
139,058
|
|
|
122,810
|
|
|
111,254
|
|
|
86,300
|
|
|||||
Total commercial paper and long-term debt
|
|
36,554
|
|
|
31,692
|
|
|
32,970
|
|
|
31,965
|
|
|
17,324
|
|
|||||
Redeemable noncontrolling interests
|
|
1,908
|
|
|
2,189
|
|
|
2,012
|
|
|
1,736
|
|
|
1,388
|
|
|||||
Total equity
|
|
54,319
|
|
|
49,833
|
|
|
38,177
|
|
|
33,725
|
|
|
32,454
|
|
(a)
|
Includes the impact of the revaluation of our net deferred tax liabilities due to Tax Reform enacted in December 2017.
|
(b)
|
Includes the effects of the July 2015 acquisition of Catamaran Corporation (Catamaran) and related debt issuances.
|
(c)
|
Return on equity is calculated as net earnings attributable to UnitedHealth Group common shareholders divided by average shareholders’ equity. Average shareholders’ equity is calculated using the shareholders’ equity balance at the end of the preceding year and the shareholders’ equity balances at the end of each of the four quarters of the year presented.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
UnitedHealthcare, which includes UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement, UnitedHealthcare Community & State and UnitedHealthcare Global;
|
•
|
OptumHealth;
|
•
|
OptumInsight; and
|
•
|
OptumRx.
|
•
|
Consolidated revenues increased by
12%
, UnitedHealthcare revenues increased
12%
and Optum revenues grew
11%
.
|
•
|
UnitedHealthcare’s addition of 2.2 million people through acquisition and 250,000 through organic growth was offset by 2.9 million fewer people served as a result of completion of its commitment under the TRICARE military health care program.
|
•
|
Earnings from operations increased by
14%
, including increases of
7%
at UnitedHealthcare and
23%
at Optum.
|
•
|
Diluted earnings per common share increased
14%
to
$12.19
.
|
•
|
Cash flows from operations were
$15.7 billion
, an increase of
16%
.
|
(in millions, except percentages and per share data)
|
|
For the Years Ended December 31,
|
|
Change
|
|
Change
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
|||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Premiums
|
|
$
|
178,087
|
|
|
$
|
158,453
|
|
|
$
|
144,118
|
|
|
$
|
19,634
|
|
|
12
|
%
|
|
$
|
14,335
|
|
|
10
|
%
|
Products
|
|
29,601
|
|
|
26,366
|
|
|
26,658
|
|
|
3,235
|
|
|
12
|
|
|
(292
|
)
|
|
(1
|
)
|
|||||
Services
|
|
17,183
|
|
|
15,317
|
|
|
13,236
|
|
|
1,866
|
|
|
12
|
|
|
2,081
|
|
|
16
|
|
|||||
Investment and other income
|
|
1,376
|
|
|
1,023
|
|
|
828
|
|
|
353
|
|
|
35
|
|
|
195
|
|
|
24
|
|
|||||
Total revenues
|
|
226,247
|
|
|
201,159
|
|
|
184,840
|
|
|
25,088
|
|
|
12
|
|
|
16,319
|
|
|
9
|
|
|||||
Operating costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Medical costs
|
|
145,403
|
|
|
130,036
|
|
|
117,038
|
|
|
15,367
|
|
|
12
|
|
|
12,998
|
|
|
11
|
|
|||||
Operating costs
|
|
34,074
|
|
|
29,557
|
|
|
28,401
|
|
|
4,517
|
|
|
15
|
|
|
1,156
|
|
|
4
|
|
|||||
Cost of products sold
|
|
26,998
|
|
|
24,112
|
|
|
24,416
|
|
|
2,886
|
|
|
12
|
|
|
(304
|
)
|
|
(1
|
)
|
|||||
Depreciation and amortization
|
|
2,428
|
|
|
2,245
|
|
|
2,055
|
|
|
183
|
|
|
8
|
|
|
190
|
|
|
9
|
|
|||||
Total operating costs
|
|
208,903
|
|
|
185,950
|
|
|
171,910
|
|
|
22,953
|
|
|
12
|
|
|
14,040
|
|
|
8
|
|
|||||
Earnings from operations
|
|
17,344
|
|
|
15,209
|
|
|
12,930
|
|
|
2,135
|
|
|
14
|
|
|
2,279
|
|
|
18
|
|
|||||
Interest expense
|
|
(1,400
|
)
|
|
(1,186
|
)
|
|
(1,067
|
)
|
|
(214
|
)
|
|
18
|
|
|
(119
|
)
|
|
11
|
|
|||||
Earnings before income taxes
|
|
15,944
|
|
|
14,023
|
|
|
11,863
|
|
|
1,921
|
|
|
14
|
|
|
2,160
|
|
|
18
|
|
|||||
Provision for income taxes
|
|
(3,562
|
)
|
|
(3,200
|
)
|
|
(4,790
|
)
|
|
(362
|
)
|
|
11
|
|
|
1,590
|
|
|
(33
|
)
|
|||||
Net earnings
|
|
12,382
|
|
|
10,823
|
|
|
7,073
|
|
|
1,559
|
|
|
14
|
|
|
3,750
|
|
|
53
|
|
|||||
Earnings attributable to noncontrolling interests
|
|
(396
|
)
|
|
(265
|
)
|
|
(56
|
)
|
|
(131
|
)
|
|
49
|
|
|
(209
|
)
|
|
373
|
|
|||||
Net earnings attributable to UnitedHealth Group common shareholders
|
|
$
|
11,986
|
|
|
$
|
10,558
|
|
|
$
|
7,017
|
|
|
$
|
1,428
|
|
|
14
|
%
|
|
$
|
3,541
|
|
|
50
|
%
|
Diluted earnings per share attributable to UnitedHealth Group common shareholders
|
|
$
|
12.19
|
|
|
$
|
10.72
|
|
|
$
|
7.25
|
|
|
$
|
1.47
|
|
|
14
|
%
|
|
$
|
3.47
|
|
|
48
|
%
|
Medical care ratio (a)
|
|
81.6
|
%
|
|
82.1
|
%
|
|
81.2
|
%
|
|
(0.5
|
)%
|
|
|
|
0.9
|
%
|
|
|
|||||||
Operating cost ratio
|
|
15.1
|
|
|
14.7
|
|
|
15.4
|
|
|
0.4
|
|
|
|
|
(0.7
|
)
|
|
|
|||||||
Operating margin
|
|
7.7
|
|
|
7.6
|
|
|
7.0
|
|
|
0.1
|
|
|
|
|
0.6
|
|
|
|
|||||||
Tax rate
|
|
22.3
|
|
|
22.8
|
|
|
40.4
|
|
|
(0.5
|
)
|
|
|
|
(17.6
|
)
|
|
|
|||||||
Net earnings margin (b)
|
|
5.3
|
|
|
5.2
|
|
|
3.8
|
|
|
0.1
|
|
|
|
|
1.4
|
|
|
|
|||||||
Return on equity (c)
|
|
24.4
|
%
|
|
24.4
|
%
|
|
19.4
|
%
|
|
—
|
%
|
|
|
|
5.0
|
%
|
|
|
(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 net earnings attributable to UnitedHealth Group common shareholders divided by average shareholders’ equity. Average shareholders’ equity is calculated using the shareholders’ equity balance at the end of the preceding year and the shareholders’ equity balances at the end of each of the four quarters of the year presented.
|
|
|
For the Years Ended December 31,
|
|
Change
|
|
Change
|
||||||||||||||||||||
(in millions, except percentages)
|
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2016 vs. 2015
|
||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
UnitedHealthcare
|
|
$
|
183,476
|
|
|
$
|
163,257
|
|
|
$
|
148,581
|
|
|
$
|
20,219
|
|
|
12
|
%
|
|
$
|
14,676
|
|
|
10
|
%
|
OptumHealth
|
|
24,145
|
|
|
20,570
|
|
|
16,908
|
|
|
3,575
|
|
|
17
|
|
|
3,662
|
|
|
22
|
|
|||||
OptumInsight
|
|
9,008
|
|
|
8,087
|
|
|
7,333
|
|
|
921
|
|
|
11
|
|
|
754
|
|
|
10
|
|
|||||
OptumRx
|
|
69,536
|
|
|
63,755
|
|
|
60,440
|
|
|
5,781
|
|
|
9
|
|
|
3,315
|
|
|
5
|
|
|||||
Optum eliminations
|
|
(1,409
|
)
|
|
(1,227
|
)
|
|
(1,088
|
)
|
|
(182
|
)
|
|
15
|
|
|
(139
|
)
|
|
13
|
|
|||||
Optum
|
|
101,280
|
|
|
91,185
|
|
|
83,593
|
|
|
10,095
|
|
|
11
|
|
|
7,592
|
|
|
9
|
|
|||||
Eliminations
|
|
(58,509
|
)
|
|
(53,283
|
)
|
|
(47,334
|
)
|
|
(5,226
|
)
|
|
10
|
|
|
(5,949
|
)
|
|
13
|
|
|||||
Consolidated revenues
|
|
$
|
226,247
|
|
|
$
|
201,159
|
|
|
$
|
184,840
|
|
|
$
|
25,088
|
|
|
12
|
%
|
|
$
|
16,319
|
|
|
9
|
%
|
Earnings from operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
UnitedHealthcare
|
|
$
|
9,113
|
|
|
$
|
8,498
|
|
|
$
|
7,307
|
|
|
$
|
615
|
|
|
7
|
%
|
|
$
|
1,191
|
|
|
16
|
%
|
OptumHealth
|
|
2,430
|
|
|
1,823
|
|
|
1,428
|
|
|
607
|
|
|
33
|
|
|
395
|
|
|
28
|
|
|||||
OptumInsight
|
|
2,243
|
|
|
1,770
|
|
|
1,513
|
|
|
473
|
|
|
27
|
|
|
257
|
|
|
17
|
|
|||||
OptumRx
|
|
3,558
|
|
|
3,118
|
|
|
2,682
|
|
|
440
|
|
|
14
|
|
|
436
|
|
|
16
|
|
|||||
Optum
|
|
8,231
|
|
|
6,711
|
|
|
5,623
|
|
|
1,520
|
|
|
23
|
|
|
1,088
|
|
|
19
|
|
|||||
Consolidated earnings from operations
|
|
$
|
17,344
|
|
|
$
|
15,209
|
|
|
$
|
12,930
|
|
|
$
|
2,135
|
|
|
14
|
%
|
|
$
|
2,279
|
|
|
18
|
%
|
Operating margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
UnitedHealthcare
|
|
5.0
|
%
|
|
5.2
|
%
|
|
4.9
|
%
|
|
(0.2
|
)%
|
|
|
|
0.3
|
%
|
|
|
|||||||
OptumHealth
|
|
10.1
|
|
|
8.9
|
|
|
8.4
|
|
|
1.2
|
|
|
|
|
0.5
|
|
|
|
|||||||
OptumInsight
|
|
24.9
|
|
|
21.9
|
|
|
20.6
|
|
|
3.0
|
|
|
|
|
1.3
|
|
|
|
|||||||
OptumRx
|
|
5.1
|
|
|
4.9
|
|
|
4.4
|
|
|
0.2
|
|
|
|
|
0.5
|
|
|
|
|||||||
Optum
|
|
8.1
|
|
|
7.4
|
|
|
6.7
|
|
|
0.7
|
|
|
|
|
0.7
|
|
|
|
|||||||
Consolidated operating margin
|
|
7.7
|
%
|
|
7.6
|
%
|
|
7.0
|
%
|
|
0.1
|
%
|
|
|
|
0.6
|
%
|
|
|
|
|
For the Years Ended December 31,
|
|
Change
|
|
Change
|
||||||||||||||||||||
(in millions, except percentages)
|
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||||||||
UnitedHealthcare Employer & Individual
|
|
$
|
54,761
|
|
|
$
|
52,066
|
|
|
$
|
53,084
|
|
|
$
|
2,695
|
|
|
5
|
%
|
|
$
|
(1,018
|
)
|
|
(2
|
)%
|
UnitedHealthcare Medicare & Retirement
|
|
75,473
|
|
|
65,995
|
|
|
56,329
|
|
|
9,478
|
|
|
14
|
|
|
9,666
|
|
|
17
|
|
|||||
UnitedHealthcare Community & State
|
|
43,426
|
|
|
37,443
|
|
|
32,945
|
|
|
5,983
|
|
|
16
|
|
|
4,498
|
|
|
14
|
|
|||||
UnitedHealthcare Global
|
|
9,816
|
|
|
7,753
|
|
|
6,223
|
|
|
2,063
|
|
|
27
|
|
|
1,530
|
|
|
25
|
|
|||||
Total UnitedHealthcare revenues
|
|
$
|
183,476
|
|
|
$
|
163,257
|
|
|
$
|
148,581
|
|
|
$
|
20,219
|
|
|
12
|
%
|
|
$
|
14,676
|
|
|
10
|
%
|
|
|
For the Years Ended December 31,
|
|
Change
|
|
Change
|
||||||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||
Sources of cash:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by operating activities
|
|
$
|
15,713
|
|
|
$
|
13,596
|
|
|
$
|
9,795
|
|
|
$
|
2,117
|
|
|
$
|
3,801
|
|
Issuances of long-term debt and commercial paper, net of repayments
|
|
4,134
|
|
|
—
|
|
|
990
|
|
|
4,134
|
|
|
(990
|
)
|
|||||
Proceeds from common share issuances
|
|
838
|
|
|
688
|
|
|
429
|
|
|
150
|
|
|
259
|
|
|||||
Customer funds administered
|
|
—
|
|
|
3,172
|
|
|
1,692
|
|
|
(3,172
|
)
|
|
1,480
|
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
(37
|
)
|
|||||
Total sources of cash
|
|
20,685
|
|
|
17,456
|
|
|
12,943
|
|
|
|
|
|
|||||||
Uses of cash:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash paid for acquisitions, net of cash assumed
|
|
(5,997
|
)
|
|
(2,131
|
)
|
|
(1,760
|
)
|
|
(3,866
|
)
|
|
(371
|
)
|
|||||
Cash dividends paid
|
|
(3,320
|
)
|
|
(2,773
|
)
|
|
(2,261
|
)
|
|
(547
|
)
|
|
(512
|
)
|
|||||
Common share repurchases
|
|
(4,500
|
)
|
|
(1,500
|
)
|
|
(1,280
|
)
|
|
(3,000
|
)
|
|
(220
|
)
|
|||||
Repayments of long-term debt and commercial paper, net of issuances
|
|
—
|
|
|
(2,615
|
)
|
|
—
|
|
|
2,615
|
|
|
(2,615
|
)
|
|||||
Purchases of property, equipment and capitalized software
|
|
(2,063
|
)
|
|
(2,023
|
)
|
|
(1,705
|
)
|
|
(40
|
)
|
|
(318
|
)
|
|||||
Purchases of investments, net of sales and maturities
|
|
(4,099
|
)
|
|
(4,319
|
)
|
|
(5,927
|
)
|
|
220
|
|
|
1,608
|
|
|||||
Other
|
|
(1,743
|
)
|
|
(539
|
)
|
|
(581
|
)
|
|
(1,204
|
)
|
|
42
|
|
|||||
Total uses of cash
|
|
(21,722
|
)
|
|
(15,900
|
)
|
|
(13,514
|
)
|
|
|
|
|
|||||||
Effect of exchange rate changes on cash and cash equivalents
|
|
(78
|
)
|
|
(5
|
)
|
|
78
|
|
|
(73
|
)
|
|
(83
|
)
|
|||||
Net (decrease) increase in cash and cash equivalents
|
|
$
|
(1,115
|
)
|
|
$
|
1,551
|
|
|
$
|
(493
|
)
|
|
$
|
(2,666
|
)
|
|
$
|
2,044
|
|
|
Moody’s
|
|
S&P Global
|
|
Fitch
|
|
A.M. Best
|
||||||||
|
Ratings
|
|
Outlook
|
|
Ratings
|
|
Outlook
|
|
Ratings
|
|
Outlook
|
|
Ratings
|
|
Outlook
|
Senior unsecured debt
|
A3
|
|
Stable
|
|
A+
|
|
Stable
|
|
A-
|
|
Stable
|
|
A-
|
|
Stable
|
Commercial paper
|
P-2
|
|
n/a
|
|
A-1
|
|
n/a
|
|
F1
|
|
n/a
|
|
AMB-1
|
|
n/a
|
(in millions)
|
|
2019
|
|
2020 to 2021
|
|
2022 to 2023
|
|
Thereafter
|
|
Total
|
||||||||||
Debt (a)
|
|
$
|
3,463
|
|
|
$
|
8,970
|
|
|
$
|
7,396
|
|
|
$
|
37,988
|
|
|
$
|
57,817
|
|
Operating leases
|
|
669
|
|
|
1,103
|
|
|
761
|
|
|
1,343
|
|
|
3,876
|
|
|||||
Purchase and other obligations (b)
|
|
1,216
|
|
|
2,205
|
|
|
808
|
|
|
175
|
|
|
4,404
|
|
|||||
Other liabilities (c)
|
|
1,206
|
|
|
260
|
|
|
257
|
|
|
5,213
|
|
|
6,936
|
|
|||||
Redeemable noncontrolling interests (d)
|
|
1,276
|
|
|
380
|
|
|
25
|
|
|
227
|
|
|
1,908
|
|
|||||
Total contractual obligations
|
|
$
|
7,830
|
|
|
$
|
12,918
|
|
|
$
|
9,247
|
|
|
$
|
44,946
|
|
|
$
|
74,941
|
|
(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 and Supplementary Data”
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, 2018
.
|
(c)
|
Includes obligations associated with contingent consideration and payments related to business acquisitions, certain employee benefit programs, amounts accrued for guaranty fund assessments, unrecognized tax benefits, and various long-term liabilities. Due to uncertainty regarding payment timing, obligations for employee benefit programs, charitable contributions, future settlements, unrecognized tax benefits and other liabilities have been classified as “Thereafter.”
|
(d)
|
Includes commitments for redeemable shares of our subsidiaries. When the timing of the redemption is indeterminable, the commitment has been classified as “Thereafter.”
|
Completion Factors
(Decrease) Increase in Factors
|
|
Increase (Decrease)
In Medical Costs Payable
|
||
|
|
(in millions)
|
||
(0.75)%
|
|
$
|
550
|
|
(0.50)
|
|
366
|
|
|
(0.25)
|
|
182
|
|
|
0.25
|
|
(181
|
)
|
|
0.50
|
|
(362
|
)
|
|
0.75
|
|
(541
|
)
|
Medical Cost PMPM Quarterly Trend
Increase (Decrease) in Factors
|
|
Increase (Decrease)
In Medical Costs Payable
|
||
|
|
(in millions)
|
||
3%
|
|
$
|
703
|
|
2
|
|
469
|
|
|
1
|
|
234
|
|
|
(1)
|
|
(234
|
)
|
|
(2)
|
|
(469
|
)
|
|
(3)
|
|
(703
|
)
|
•
|
Revenue trends.
Key revenue drivers for each reporting unit are determined and assessed. Significant factors include: customer and/or 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
and 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.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
|
December 31, 2018
|
||||||||||||||
Increase (Decrease) in Market Interest Rate
|
|
Investment
Income Per
Annum
|
|
Interest
Expense Per
Annum
|
|
Fair Value of
Financial Assets (b) |
|
Fair Value of
Financial Liabilities
|
||||||||
2 %
|
|
$
|
276
|
|
|
$
|
189
|
|
|
$
|
(2,242
|
)
|
|
$
|
(5,017
|
)
|
1
|
|
138
|
|
|
94
|
|
|
(1,140
|
)
|
|
(2,724
|
)
|
||||
(1)
|
|
(138
|
)
|
|
(94
|
)
|
|
1,118
|
|
|
3,155
|
|
||||
(2)
|
|
(276
|
)
|
|
(189
|
)
|
|
2,196
|
|
|
6,953
|
|
||||
|
|
December 31, 2017
|
||||||||||||||
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%
|
|
$
|
300
|
|
|
$
|
170
|
|
|
$
|
(1,958
|
)
|
|
$
|
(4,546
|
)
|
1
|
|
150
|
|
|
85
|
|
|
(933
|
)
|
|
(2,460
|
)
|
||||
(1)
|
|
(150
|
)
|
|
(85
|
)
|
|
950
|
|
|
2,923
|
|
||||
(2)
|
|
(197
|
)
|
|
(133
|
)
|
|
1,773
|
|
|
6,414
|
|
(a)
|
Given the low absolute level of short-term market rates on our floating-rate assets and liabilities as of December 31, 2017, the assumed hypothetical change in interest rates does not reflect the full 200 basis point reduction in interest income or interest expense in 2017, as the rate cannot fall below zero.
|
(b)
|
As of
December 31, 2018
and 2017, 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.
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
|
|
|
|
/
S
/ DELOITTE & TOUCHE LLP
|
|
Minneapolis, Minnesota
|
February 12, 2019
|
(in millions, except per share data)
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
10,866
|
|
|
$
|
11,981
|
|
Short-term investments
|
|
3,458
|
|
|
3,509
|
|
||
Accounts receivable, net of allowances of $712 and $641
|
|
11,388
|
|
|
9,568
|
|
||
Other current receivables, net of allowances of $502 and $440
|
|
6,862
|
|
|
6,262
|
|
||
Assets under management
|
|
3,032
|
|
|
3,101
|
|
||
Prepaid expenses and other current assets
|
|
3,086
|
|
|
2,663
|
|
||
Total current assets
|
|
38,692
|
|
|
37,084
|
|
||
Long-term investments
|
|
32,510
|
|
|
28,341
|
|
||
Property, equipment and capitalized software, net of accumulated depreciation and amortization of $4,141 and $3,694
|
|
8,458
|
|
|
7,013
|
|
||
Goodwill
|
|
58,910
|
|
|
54,556
|
|
||
Other intangible assets, net of accumulated amortization of $4,592 and $4,309
|
|
9,325
|
|
|
8,489
|
|
||
Other assets
|
|
4,326
|
|
|
3,575
|
|
||
Total assets
|
|
$
|
152,221
|
|
|
$
|
139,058
|
|
Liabilities, redeemable noncontrolling interests and equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Medical costs payable
|
|
$
|
19,891
|
|
|
$
|
17,871
|
|
Accounts payable and accrued liabilities
|
|
16,705
|
|
|
15,180
|
|
||
Commercial paper and current maturities of long-term debt
|
|
1,973
|
|
|
2,857
|
|
||
Unearned revenues
|
|
2,396
|
|
|
2,269
|
|
||
Other current liabilities
|
|
12,244
|
|
|
12,286
|
|
||
Total current liabilities
|
|
53,209
|
|
|
50,463
|
|
||
Long-term debt, less current maturities
|
|
34,581
|
|
|
28,835
|
|
||
Deferred income taxes
|
|
2,474
|
|
|
2,182
|
|
||
Other liabilities
|
|
5,730
|
|
|
5,556
|
|
||
Total liabilities
|
|
95,994
|
|
|
87,036
|
|
||
|
|
|
|
|
||||
Redeemable noncontrolling interests
|
|
1,908
|
|
|
2,189
|
|
||
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; 960 and 969 issued and outstanding
|
|
10
|
|
|
10
|
|
||
Additional paid-in capital
|
|
—
|
|
|
1,703
|
|
||
Retained earnings
|
|
55,846
|
|
|
48,730
|
|
||
Accumulated other comprehensive loss
|
|
(4,160
|
)
|
|
(2,667
|
)
|
||
Nonredeemable noncontrolling interests
|
|
2,623
|
|
|
2,057
|
|
||
Total equity
|
|
54,319
|
|
|
49,833
|
|
||
Total liabilities, redeemable noncontrolling interests and equity
|
|
$
|
152,221
|
|
|
$
|
139,058
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(in millions, except per share data)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Premiums
|
|
$
|
178,087
|
|
|
$
|
158,453
|
|
|
$
|
144,118
|
|
Products
|
|
29,601
|
|
|
26,366
|
|
|
26,658
|
|
|||
Services
|
|
17,183
|
|
|
15,317
|
|
|
13,236
|
|
|||
Investment and other income
|
|
1,376
|
|
|
1,023
|
|
|
828
|
|
|||
Total revenues
|
|
226,247
|
|
|
201,159
|
|
|
184,840
|
|
|||
Operating costs:
|
|
|
|
|
|
|
||||||
Medical costs
|
|
145,403
|
|
|
130,036
|
|
|
117,038
|
|
|||
Operating costs
|
|
34,074
|
|
|
29,557
|
|
|
28,401
|
|
|||
Cost of products sold
|
|
26,998
|
|
|
24,112
|
|
|
24,416
|
|
|||
Depreciation and amortization
|
|
2,428
|
|
|
2,245
|
|
|
2,055
|
|
|||
Total operating costs
|
|
208,903
|
|
|
185,950
|
|
|
171,910
|
|
|||
Earnings from operations
|
|
17,344
|
|
|
15,209
|
|
|
12,930
|
|
|||
Interest expense
|
|
(1,400
|
)
|
|
(1,186
|
)
|
|
(1,067
|
)
|
|||
Earnings before income taxes
|
|
15,944
|
|
|
14,023
|
|
|
11,863
|
|
|||
Provision for income taxes
|
|
(3,562
|
)
|
|
(3,200
|
)
|
|
(4,790
|
)
|
|||
Net earnings
|
|
12,382
|
|
|
10,823
|
|
|
7,073
|
|
|||
Earnings attributable to noncontrolling interests
|
|
(396
|
)
|
|
(265
|
)
|
|
(56
|
)
|
|||
Net earnings attributable to UnitedHealth Group common shareholders
|
|
$
|
11,986
|
|
|
$
|
10,558
|
|
|
$
|
7,017
|
|
Earnings per share attributable to UnitedHealth Group common shareholders:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
12.45
|
|
|
$
|
10.95
|
|
|
$
|
7.37
|
|
Diluted
|
|
$
|
12.19
|
|
|
$
|
10.72
|
|
|
$
|
7.25
|
|
Basic weighted-average number of common shares outstanding
|
|
963
|
|
|
964
|
|
|
952
|
|
|||
Dilutive effect of common share equivalents
|
|
20
|
|
|
21
|
|
|
16
|
|
|||
Diluted weighted-average number of common shares outstanding
|
|
983
|
|
|
985
|
|
|
968
|
|
|||
Anti-dilutive shares excluded from the calculation of dilutive effect of common share equivalents
|
|
6
|
|
|
5
|
|
|
3
|
|
|
||||||||||||
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net earnings
|
|
$
|
12,382
|
|
|
$
|
10,823
|
|
|
$
|
7,073
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
||||||
Gross unrealized (losses) gains on investment securities during the period
|
|
(294
|
)
|
|
209
|
|
|
(73
|
)
|
|||
Income tax effect
|
|
67
|
|
|
(72
|
)
|
|
26
|
|
|||
Total unrealized (losses) gains, net of tax
|
|
(227
|
)
|
|
137
|
|
|
(47
|
)
|
|||
Gross reclassification adjustment for net realized gains included in net earnings
|
|
(62
|
)
|
|
(83
|
)
|
|
(166
|
)
|
|||
Income tax effect
|
|
14
|
|
|
30
|
|
|
60
|
|
|||
Total reclassification adjustment, net of tax
|
|
(48
|
)
|
|
(53
|
)
|
|
(106
|
)
|
|||
Total foreign currency translation (losses) gains
|
|
(1,242
|
)
|
|
(70
|
)
|
|
806
|
|
|||
Other comprehensive (loss) income
|
|
(1,517
|
)
|
|
14
|
|
|
653
|
|
|||
Comprehensive income
|
|
10,865
|
|
|
10,837
|
|
|
7,726
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
|
(396
|
)
|
|
(265
|
)
|
|
(56
|
)
|
|||
Comprehensive income attributable to UnitedHealth Group common shareholders
|
|
$
|
10,469
|
|
|
$
|
10,572
|
|
|
$
|
7,670
|
|
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Nonredeemable
Noncontrolling Interests |
|
Total
Equity |
|||||||||||||||||||
(in millions)
|
|
Shares
|
|
Amount
|
|
|
|
Net Unrealized Gains (Losses) on Investments
|
|
Foreign Currency Translation (Losses) Gains
|
|
|
|||||||||||||||||||
Balance at January 1, 2016
|
|
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 ($2.375 per share)
|
|
|
|
|
|
|
|
(2,261
|
)
|
|
|
|
|
|
|
|
(2,261
|
)
|
|||||||||||||
Acquisition of redeemable noncontrolling interest shares
|
|
|
|
|
|
(143
|
)
|
|
|
|
|
|
|
|
|
|
(143
|
)
|
|||||||||||||
Redeemable noncontrolling interest 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
|
|
|||||||
Net earnings
|
|
|
|
|
|
|
|
10,558
|
|
|
|
|
|
|
194
|
|
|
10,752
|
|
||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
84
|
|
|
(70
|
)
|
|
|
|
14
|
|
||||||||||||
Issuances of common stock, and related tax effects
|
|
26
|
|
|
—
|
|
|
2,225
|
|
|
|
|
|
|
|
|
|
|
2,225
|
|
|||||||||||
Share-based compensation
|
|
|
|
|
|
582
|
|
|
|
|
|
|
|
|
|
|
582
|
|
|||||||||||||
Common share repurchases
|
|
(9
|
)
|
|
—
|
|
|
(1,500
|
)
|
|
|
|
|
|
|
|
|
|
(1,500
|
)
|
|||||||||||
Cash dividends paid on common shares ($2.875 per share)
|
|
|
|
|
|
|
|
(2,773
|
)
|
|
|
|
|
|
|
|
(2,773
|
)
|
|||||||||||||
Acquisition of redeemable noncontrolling interest shares
|
|
|
|
|
|
283
|
|
|
|
|
|
|
|
|
|
|
283
|
|
|||||||||||||
Redeemable noncontrolling interest fair value and other adjustments
|
|
|
|
|
|
113
|
|
|
|
|
|
|
|
|
|
|
113
|
|
|||||||||||||
Acquisition of nonredeemable noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,112
|
|
|
2,112
|
|
|||||||||||||
Distributions to nonredeemable noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(152
|
)
|
|
(152
|
)
|
|||||||||||||
Balance at December 31, 2017
|
|
969
|
|
|
10
|
|
|
1,703
|
|
|
48,730
|
|
|
(13
|
)
|
|
(2,654
|
)
|
|
2,057
|
|
|
49,833
|
|
|||||||
Adjustment to adopt ASU 2016-01
|
|
|
|
|
|
|
|
(24
|
)
|
|
24
|
|
|
|
|
|
|
—
|
|
||||||||||||
Net earnings
|
|
|
|
|
|
|
|
11,986
|
|
|
|
|
|
|
273
|
|
|
12,259
|
|
||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
(275
|
)
|
|
(1,242
|
)
|
|
|
|
(1,517
|
)
|
||||||||||||
Issuances of common stock, and related tax effects
|
|
10
|
|
|
—
|
|
|
814
|
|
|
|
|
|
|
|
|
|
|
814
|
|
|||||||||||
Share-based compensation
|
|
|
|
|
|
620
|
|
|
|
|
|
|
|
|
|
|
620
|
|
|||||||||||||
Common share repurchases
|
|
(19
|
)
|
|
—
|
|
|
(2,974
|
)
|
|
(1,526
|
)
|
|
|
|
|
|
|
|
(4,500
|
)
|
||||||||||
Cash dividends paid on common shares ($3.45 per share)
|
|
|
|
|
|
|
|
(3,320
|
)
|
|
|
|
|
|
|
|
(3,320
|
)
|
|||||||||||||
Redeemable noncontrolling interests fair value and other adjustments
|
|
|
|
|
|
(163
|
)
|
|
|
|
|
|
|
|
|
|
(163
|
)
|
|||||||||||||
Acquisition of nonredeemable noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
521
|
|
|
521
|
|
|||||||||||||
Distributions to nonredeemable noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(228
|
)
|
|
(228
|
)
|
|||||||||||||
Balance at December 31, 2018
|
|
960
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
55,846
|
|
|
$
|
(264
|
)
|
|
$
|
(3,896
|
)
|
|
$
|
2,623
|
|
|
$
|
54,319
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Operating activities
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
12,382
|
|
|
$
|
10,823
|
|
|
$
|
7,073
|
|
Noncash items:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
2,428
|
|
|
2,245
|
|
|
2,055
|
|
|||
Deferred income taxes
|
|
42
|
|
|
(965
|
)
|
|
81
|
|
|||
Share-based compensation
|
|
638
|
|
|
597
|
|
|
485
|
|
|||
Other, net
|
|
(71
|
)
|
|
217
|
|
|
(82
|
)
|
|||
Net change in other operating items, net of effects from acquisitions and changes in AARP balances:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(1,351
|
)
|
|
(1,062
|
)
|
|
(1,357
|
)
|
|||
Other assets
|
|
(750
|
)
|
|
(630
|
)
|
|
(1,601
|
)
|
|||
Medical costs payable
|
|
1,831
|
|
|
1,284
|
|
|
1,849
|
|
|||
Accounts payable and other liabilities
|
|
526
|
|
|
930
|
|
|
1,494
|
|
|||
Unearned revenues
|
|
38
|
|
|
157
|
|
|
(202
|
)
|
|||
Cash flows from operating activities
|
|
15,713
|
|
|
13,596
|
|
|
9,795
|
|
|||
Investing activities
|
|
|
|
|
|
|
||||||
Purchases of investments
|
|
(14,010
|
)
|
|
(14,588
|
)
|
|
(17,547
|
)
|
|||
Sales of investments
|
|
3,641
|
|
|
4,623
|
|
|
7,339
|
|
|||
Maturities of investments
|
|
6,270
|
|
|
5,646
|
|
|
4,281
|
|
|||
Cash paid for acquisitions, net of cash assumed
|
|
(5,997
|
)
|
|
(2,131
|
)
|
|
(1,760
|
)
|
|||
Purchases of property, equipment and capitalized software
|
|
(2,063
|
)
|
|
(2,023
|
)
|
|
(1,705
|
)
|
|||
Other, net
|
|
(226
|
)
|
|
(126
|
)
|
|
37
|
|
|||
Cash flows used for investing activities
|
|
(12,385
|
)
|
|
(8,599
|
)
|
|
(9,355
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
||||||
Common share repurchases
|
|
(4,500
|
)
|
|
(1,500
|
)
|
|
(1,280
|
)
|
|||
Cash dividends paid
|
|
(3,320
|
)
|
|
(2,773
|
)
|
|
(2,261
|
)
|
|||
Proceeds from common stock issuances
|
|
838
|
|
|
688
|
|
|
429
|
|
|||
Repayments of long-term debt
|
|
(2,600
|
)
|
|
(4,398
|
)
|
|
(2,596
|
)
|
|||
Repayments of commercial paper, net
|
|
(201
|
)
|
|
(3,508
|
)
|
|
(382
|
)
|
|||
Proceeds from issuance of long-term debt
|
|
6,935
|
|
|
5,291
|
|
|
3,968
|
|
|||
Customer funds administered
|
|
(131
|
)
|
|
3,172
|
|
|
1,692
|
|
|||
Other, net
|
|
(1,386
|
)
|
|
(413
|
)
|
|
(581
|
)
|
|||
Cash flows used for financing activities
|
|
(4,365
|
)
|
|
(3,441
|
)
|
|
(1,011
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(78
|
)
|
|
(5
|
)
|
|
78
|
|
|||
(Decrease) increase in cash and cash equivalents
|
|
(1,115
|
)
|
|
1,551
|
|
|
(493
|
)
|
|||
Cash and cash equivalents, beginning of period
|
|
11,981
|
|
|
10,430
|
|
|
10,923
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
10,866
|
|
|
$
|
11,981
|
|
|
$
|
10,430
|
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow disclosures
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
1,410
|
|
|
$
|
1,133
|
|
|
$
|
1,055
|
|
Cash paid for income taxes
|
|
3,257
|
|
|
4,004
|
|
|
4,726
|
|
|||
Supplemental schedule of non-cash investing activities
|
|
|
|
|
|
|
||||||
Common stock issued for acquisitions
|
|
$
|
—
|
|
|
$
|
2,164
|
|
|
$
|
—
|
|
1.
|
Description of Business
|
2.
|
Basis of Presentation, Use of Estimates and Significant Accounting Policies
|
Furniture, fixtures and equipment
|
3 to 10 years
|
Buildings
|
35 to 40 years
|
Capitalized software
|
3 to 5 years
|
(in millions)
|
|
2018
|
|
2017
|
||||
Redeemable noncontrolling interests, beginning of period
|
|
$
|
2,189
|
|
|
$
|
2,012
|
|
Net earnings
|
|
123
|
|
|
71
|
|
||
Acquisitions
|
|
102
|
|
|
565
|
|
||
Redemptions
|
|
(90
|
)
|
|
(309
|
)
|
||
Distributions
|
|
(53
|
)
|
|
(38
|
)
|
||
Fair value and other adjustments
|
|
(363
|
)
|
|
(112
|
)
|
||
Redeemable noncontrolling interests, end of period
|
|
$
|
1,908
|
|
|
$
|
2,189
|
|
3.
|
Investments
|
(in millions)
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Debt securities - available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
$
|
3,434
|
|
|
$
|
13
|
|
|
$
|
(42
|
)
|
|
$
|
3,405
|
|
State and municipal obligations
|
|
7,117
|
|
|
61
|
|
|
(57
|
)
|
|
7,121
|
|
||||
Corporate obligations
|
|
15,366
|
|
|
14
|
|
|
(218
|
)
|
|
15,162
|
|
||||
U.S. agency mortgage-backed securities
|
|
4,947
|
|
|
11
|
|
|
(106
|
)
|
|
4,852
|
|
||||
Non-U.S. agency mortgage-backed securities
|
|
1,376
|
|
|
2
|
|
|
(20
|
)
|
|
1,358
|
|
||||
Total debt securities - available-for-sale
|
|
32,240
|
|
|
101
|
|
|
(443
|
)
|
|
31,898
|
|
||||
Debt securities - held-to-maturity:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
255
|
|
|
1
|
|
|
(2
|
)
|
|
254
|
|
||||
State and municipal obligations
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
||||
Corporate obligations
|
|
355
|
|
|
—
|
|
|
—
|
|
|
355
|
|
||||
Total debt securities - held-to-maturity
|
|
621
|
|
|
1
|
|
|
(2
|
)
|
|
620
|
|
||||
Total debt securities
|
|
$
|
32,861
|
|
|
$
|
102
|
|
|
$
|
(445
|
)
|
|
$
|
32,518
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Debt securities - available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
$
|
2,673
|
|
|
$
|
1
|
|
|
$
|
(30
|
)
|
|
$
|
2,644
|
|
State and municipal obligations
|
|
7,596
|
|
|
99
|
|
|
(35
|
)
|
|
7,660
|
|
||||
Corporate obligations
|
|
13,181
|
|
|
57
|
|
|
(44
|
)
|
|
13,194
|
|
||||
U.S. agency mortgage-backed securities
|
|
3,942
|
|
|
7
|
|
|
(38
|
)
|
|
3,911
|
|
||||
Non-U.S. agency mortgage-backed securities
|
|
1,018
|
|
|
3
|
|
|
(6
|
)
|
|
1,015
|
|
||||
Total debt securities - available-for-sale
|
|
28,410
|
|
|
167
|
|
|
(153
|
)
|
|
28,424
|
|
||||
Debt securities - held-to-maturity:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
254
|
|
|
1
|
|
|
(1
|
)
|
|
254
|
|
||||
State and municipal obligations
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Corporate obligations
|
|
280
|
|
|
—
|
|
|
—
|
|
|
280
|
|
||||
Total debt securities - held-to-maturity
|
|
536
|
|
|
1
|
|
|
(1
|
)
|
|
536
|
|
||||
Total debt securities
|
|
$
|
28,946
|
|
|
$
|
168
|
|
|
$
|
(154
|
)
|
|
$
|
28,960
|
|
|
|
Available-for-Sale
|
|
Held-to-Maturity
|
||||||||||||
(in millions)
|
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost |
|
Fair
Value |
||||||||
Due in one year or less
|
|
$
|
3,560
|
|
|
$
|
3,551
|
|
|
$
|
150
|
|
|
$
|
150
|
|
Due after one year through five years
|
|
12,432
|
|
|
12,297
|
|
|
213
|
|
|
212
|
|
||||
Due after five years through ten years
|
|
7,362
|
|
|
7,270
|
|
|
129
|
|
|
129
|
|
||||
Due after ten years
|
|
2,563
|
|
|
2,570
|
|
|
129
|
|
|
129
|
|
||||
U.S. agency mortgage-backed securities
|
|
4,947
|
|
|
4,852
|
|
|
—
|
|
|
—
|
|
||||
Non-U.S. agency mortgage-backed securities
|
|
1,376
|
|
|
1,358
|
|
|
—
|
|
|
—
|
|
||||
Total debt securities
|
|
$
|
32,240
|
|
|
$
|
31,898
|
|
|
$
|
621
|
|
|
$
|
620
|
|
|
|
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, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt securities - available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. government and agency obligations
|
|
$
|
998
|
|
|
$
|
(7
|
)
|
|
$
|
1,425
|
|
|
$
|
(35
|
)
|
|
$
|
2,423
|
|
|
$
|
(42
|
)
|
State and municipal obligations
|
|
1,334
|
|
|
(11
|
)
|
|
2,491
|
|
|
(46
|
)
|
|
3,825
|
|
|
(57
|
)
|
||||||
Corporate obligations
|
|
8,105
|
|
|
(109
|
)
|
|
4,239
|
|
|
(109
|
)
|
|
12,344
|
|
|
(218
|
)
|
||||||
U.S. agency mortgage-backed securities
|
|
1,296
|
|
|
(22
|
)
|
|
2,388
|
|
|
(84
|
)
|
|
3,684
|
|
|
(106
|
)
|
||||||
Non-U.S. agency mortgage-backed securities
|
|
622
|
|
|
(7
|
)
|
|
459
|
|
|
(13
|
)
|
|
1,081
|
|
|
(20
|
)
|
||||||
Total debt securities - available-for-sale
|
|
$
|
12,355
|
|
|
$
|
(156
|
)
|
|
$
|
11,002
|
|
|
$
|
(287
|
)
|
|
$
|
23,357
|
|
|
$
|
(443
|
)
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt securities - available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. government and agency obligations
|
|
$
|
1,249
|
|
|
$
|
(8
|
)
|
|
$
|
1,027
|
|
|
$
|
(22
|
)
|
|
$
|
2,276
|
|
|
$
|
(30
|
)
|
State and municipal obligations
|
|
2,599
|
|
|
(21
|
)
|
|
866
|
|
|
(14
|
)
|
|
3,465
|
|
|
(35
|
)
|
||||||
Corporate obligations
|
|
5,901
|
|
|
(23
|
)
|
|
1,242
|
|
|
(21
|
)
|
|
7,143
|
|
|
(44
|
)
|
||||||
U.S. agency mortgage-backed securities
|
|
1,657
|
|
|
(12
|
)
|
|
1,162
|
|
|
(26
|
)
|
|
2,819
|
|
|
(38
|
)
|
||||||
Non-U.S. agency mortgage-backed securities
|
|
411
|
|
|
(3
|
)
|
|
144
|
|
|
(3
|
)
|
|
555
|
|
|
(6
|
)
|
||||||
Total debt securities - available-for-sale
|
|
$
|
11,817
|
|
|
$
|
(67
|
)
|
|
$
|
4,441
|
|
|
$
|
(86
|
)
|
|
$
|
16,258
|
|
|
$
|
(153
|
)
|
4.
|
Fair Value
|
•
|
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, 2018
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
10,757
|
|
|
$
|
109
|
|
|
$
|
—
|
|
|
$
|
10,866
|
|
Debt securities - available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
3,060
|
|
|
345
|
|
|
—
|
|
|
3,405
|
|
||||
State and municipal obligations
|
|
—
|
|
|
7,121
|
|
|
—
|
|
|
7,121
|
|
||||
Corporate obligations
|
|
39
|
|
|
14,950
|
|
|
173
|
|
|
15,162
|
|
||||
U.S. agency mortgage-backed securities
|
|
—
|
|
|
4,852
|
|
|
—
|
|
|
4,852
|
|
||||
Non-U.S. agency mortgage-backed securities
|
|
—
|
|
|
1,358
|
|
|
—
|
|
|
1,358
|
|
||||
Total debt securities - available-for-sale
|
|
3,099
|
|
|
28,626
|
|
|
173
|
|
|
31,898
|
|
||||
Equity securities
|
|
1,832
|
|
|
13
|
|
|
—
|
|
|
1,845
|
|
||||
Assets under management
|
|
1,086
|
|
|
1,938
|
|
|
8
|
|
|
3,032
|
|
||||
Total assets at fair value
|
|
$
|
16,774
|
|
|
$
|
30,686
|
|
|
$
|
181
|
|
|
$
|
47,641
|
|
Percentage of total assets at fair value
|
|
35
|
%
|
|
65
|
%
|
|
—
|
%
|
|
100
|
%
|
||||
December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
11,718
|
|
|
$
|
263
|
|
|
$
|
—
|
|
|
$
|
11,981
|
|
Debt securities - available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
2,428
|
|
|
216
|
|
|
—
|
|
|
2,644
|
|
||||
State and municipal obligations
|
|
—
|
|
|
7,660
|
|
|
—
|
|
|
7,660
|
|
||||
Corporate obligations
|
|
65
|
|
|
12,989
|
|
|
140
|
|
|
13,194
|
|
||||
U.S. agency mortgage-backed securities
|
|
—
|
|
|
3,911
|
|
|
—
|
|
|
3,911
|
|
||||
Non-U.S. agency mortgage-backed securities
|
|
—
|
|
|
1,015
|
|
|
—
|
|
|
1,015
|
|
||||
Total debt securities - available-for-sale
|
|
2,493
|
|
|
25,791
|
|
|
140
|
|
|
28,424
|
|
||||
Equity securities
|
|
1,784
|
|
|
14
|
|
|
194
|
|
|
1,992
|
|
||||
Assets under management
|
|
1,117
|
|
|
1,984
|
|
|
—
|
|
|
3,101
|
|
||||
Total assets at fair value
|
|
$
|
17,112
|
|
|
$
|
28,052
|
|
|
$
|
334
|
|
|
$
|
45,498
|
|
Percentage of total assets at fair value
|
|
38
|
%
|
|
61
|
%
|
|
1
|
%
|
|
100
|
%
|
(in millions)
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
Other
Observable
Inputs
(Level 2)
|
|
Unobservable
Inputs
(Level 3)
|
|
Total
Fair
Value
|
|
Total Carrying Value
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt securities - held-to-maturity
|
|
$
|
260
|
|
|
$
|
65
|
|
|
$
|
295
|
|
|
$
|
620
|
|
|
$
|
621
|
|
Long-term debt and other financing obligations
|
|
$
|
—
|
|
|
$
|
37,944
|
|
|
$
|
—
|
|
|
$
|
37,944
|
|
|
$
|
36,554
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt securities - held-to-maturity
|
|
$
|
267
|
|
|
$
|
4
|
|
|
$
|
265
|
|
|
$
|
536
|
|
|
$
|
536
|
|
Long-term debt and other financing obligations
|
|
$
|
—
|
|
|
$
|
34,504
|
|
|
$
|
—
|
|
|
$
|
34,504
|
|
|
$
|
31,542
|
|
5.
|
Property, Equipment and Capitalized Software
|
(in millions)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Land and improvements
|
|
$
|
566
|
|
|
$
|
405
|
|
Buildings and improvements
|
|
4,470
|
|
|
3,664
|
|
||
Computer equipment
|
|
1,984
|
|
|
1,829
|
|
||
Furniture and fixtures
|
|
1,525
|
|
|
1,208
|
|
||
Less accumulated depreciation
|
|
(2,787
|
)
|
|
(2,488
|
)
|
||
Property and equipment, net
|
|
5,758
|
|
|
4,618
|
|
||
Capitalized software
|
|
4,054
|
|
|
3,601
|
|
||
Less accumulated amortization
|
|
(1,354
|
)
|
|
(1,206
|
)
|
||
Capitalized software, net
|
|
2,700
|
|
|
2,395
|
|
||
Total property, equipment and capitalized software, net
|
|
$
|
8,458
|
|
|
$
|
7,013
|
|
6.
|
Goodwill and Other Intangible Assets
|
(in millions)
|
|
UnitedHealthcare
|
|
OptumHealth
|
|
OptumInsight
|
|
OptumRx
|
|
Consolidated
|
||||||||||
Balance at January 1, 2017
|
|
$
|
23,854
|
|
|
$
|
6,322
|
|
|
$
|
4,449
|
|
|
$
|
12,959
|
|
|
$
|
47,584
|
|
Acquisitions
|
|
690
|
|
|
5,189
|
|
|
1,221
|
|
|
—
|
|
|
7,100
|
|
|||||
Foreign currency effects and adjustments, net
|
|
(60
|
)
|
|
(23
|
)
|
|
4
|
|
|
(49
|
)
|
|
(128
|
)
|
|||||
Balance at December 31, 2017
|
|
24,484
|
|
|
11,488
|
|
|
5,674
|
|
|
12,910
|
|
|
54,556
|
|
|||||
Acquisitions
|
|
2,723
|
|
|
471
|
|
|
106
|
|
|
1,881
|
|
|
5,181
|
|
|||||
Foreign currency effects and adjustments, net
|
|
(807
|
)
|
|
(12
|
)
|
|
(8
|
)
|
|
—
|
|
|
(827
|
)
|
|||||
Balance at December 31, 2018
|
|
$
|
26,400
|
|
|
$
|
11,947
|
|
|
$
|
5,772
|
|
|
$
|
14,791
|
|
|
$
|
58,910
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
(in millions)
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||||||||
Customer-related
|
|
$
|
11,622
|
|
|
$
|
(3,908
|
)
|
|
$
|
7,714
|
|
|
$
|
10,832
|
|
|
$
|
(3,743
|
)
|
|
$
|
7,089
|
|
Trademarks and technology
|
|
1,122
|
|
|
(512
|
)
|
|
610
|
|
|
1,054
|
|
|
(432
|
)
|
|
622
|
|
||||||
Trademarks and other indefinite-lived
|
|
745
|
|
|
—
|
|
|
745
|
|
|
561
|
|
|
—
|
|
|
561
|
|
||||||
Other
|
|
428
|
|
|
(172
|
)
|
|
256
|
|
|
351
|
|
|
(134
|
)
|
|
217
|
|
||||||
Total
|
|
$
|
13,917
|
|
|
$
|
(4,592
|
)
|
|
$
|
9,325
|
|
|
$
|
12,798
|
|
|
$
|
(4,309
|
)
|
|
$
|
8,489
|
|
|
|
2018
|
|
2017
|
||||||||
(in millions, except years)
|
|
Fair Value
|
|
Weighted-Average Useful Life
|
|
Fair Value
|
|
Weighted-Average Useful Life
|
||||
Customer-related
|
|
$
|
1,355
|
|
|
17 years
|
|
$
|
324
|
|
|
13 years
|
Trademarks and technology
|
|
122
|
|
|
4 years
|
|
367
|
|
|
11 years
|
||
Other
|
|
97
|
|
|
9 years
|
|
82
|
|
|
6 years
|
||
Total acquired finite-lived intangible assets
|
|
$
|
1,574
|
|
|
16 years
|
|
$
|
773
|
|
|
11 years
|
7.
|
Medical Costs Payable
|
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Medical costs payable, beginning of period
|
|
$
|
17,871
|
|
|
$
|
16,391
|
|
|
$
|
14,330
|
|
Acquisitions
|
|
339
|
|
|
83
|
|
|
—
|
|
|||
Reported medical costs:
|
|
|
|
|
|
|
||||||
Current year
|
|
145,723
|
|
|
130,726
|
|
|
117,258
|
|
|||
Prior years
|
|
(320
|
)
|
|
(690
|
)
|
|
(220
|
)
|
|||
Total reported medical costs
|
|
145,403
|
|
|
130,036
|
|
|
117,038
|
|
|||
Medical payments:
|
|
|
|
|
|
|
||||||
Payments for current year
|
|
(127,155
|
)
|
|
(113,811
|
)
|
|
(101,696
|
)
|
|||
Payments for prior years
|
|
(16,567
|
)
|
|
(14,828
|
)
|
|
(13,281
|
)
|
|||
Total medical payments
|
|
(143,722
|
)
|
|
(128,639
|
)
|
|
(114,977
|
)
|
|||
Medical costs payable, end of period
|
|
$
|
19,891
|
|
|
$
|
17,871
|
|
|
$
|
16,391
|
|
|
|
Net Incurred Medical Costs
|
||||||
(in millions)
|
|
For the Years ended December 31,
|
||||||
Year
|
|
2017
|
|
2018
|
||||
2017
|
|
$
|
130,726
|
|
|
$
|
130,441
|
|
2018
|
|
|
|
145,723
|
|
|||
Total
|
|
|
|
$
|
276,164
|
|
||
|
|
|
|
|
||||
|
|
Net Cumulative Medical Payments
|
||||||
(in millions)
|
|
For the Years ended December 31,
|
||||||
Year
|
|
2017
|
|
2018
|
||||
2017
|
|
$
|
(113,811
|
)
|
|
$
|
(129,778
|
)
|
2018
|
|
|
|
(127,155
|
)
|
|||
Total
|
|
|
|
(256,933
|
)
|
|||
Net remaining outstanding liabilities prior to 2017
|
|
|
|
660
|
|
|||
Total medical costs payable
|
|
|
|
$
|
19,891
|
|
8.
|
Commercial Paper and Long-Term Debt
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
(in millions, except percentages)
|
|
Par
Value
|
|
Carrying
Value
|
|
Fair
Value
|
|
Par
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||||||
Commercial paper
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
150
|
|
|
$
|
150
|
|
|
$
|
150
|
|
6.000% notes due February 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,100
|
|
|
1,101
|
|
|
1,106
|
|
||||||
1.900% notes due July 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,500
|
|
|
1,499
|
|
|
1,501
|
|
||||||
1.700% notes due February 2019
|
|
750
|
|
|
750
|
|
|
749
|
|
|
750
|
|
|
749
|
|
|
747
|
|
||||||
1.625% notes due March 2019
|
|
500
|
|
|
500
|
|
|
499
|
|
|
500
|
|
|
501
|
|
|
497
|
|
||||||
2.300% notes due December 2019
|
|
500
|
|
|
494
|
|
|
497
|
|
|
500
|
|
|
495
|
|
|
501
|
|
||||||
2.700% notes due July 2020
|
|
1,500
|
|
|
1,498
|
|
|
1,494
|
|
|
1,500
|
|
|
1,496
|
|
|
1,517
|
|
||||||
Floating rate notes due October 2020
|
|
300
|
|
|
299
|
|
|
298
|
|
|
300
|
|
|
299
|
|
|
300
|
|
||||||
3.875% notes due October 2020
|
|
450
|
|
|
443
|
|
|
456
|
|
|
450
|
|
|
446
|
|
|
467
|
|
||||||
1.950% notes due October 2020
|
|
900
|
|
|
897
|
|
|
884
|
|
|
900
|
|
|
895
|
|
|
892
|
|
||||||
4.700% notes due February 2021
|
|
400
|
|
|
398
|
|
|
412
|
|
|
400
|
|
|
403
|
|
|
425
|
|
||||||
2.125% notes due March 2021
|
|
750
|
|
|
747
|
|
|
734
|
|
|
750
|
|
|
746
|
|
|
744
|
|
||||||
Floating rate notes due June 2021
|
|
350
|
|
|
349
|
|
|
347
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
3.150% notes due June 2021
|
|
400
|
|
|
399
|
|
|
400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
3.375% notes due November 2021
|
|
500
|
|
|
489
|
|
|
503
|
|
|
500
|
|
|
493
|
|
|
516
|
|
||||||
2.875% notes due December 2021
|
|
750
|
|
|
735
|
|
|
748
|
|
|
750
|
|
|
741
|
|
|
760
|
|
||||||
2.875% notes due March 2022
|
|
1,100
|
|
|
1,051
|
|
|
1,091
|
|
|
1,100
|
|
|
1,054
|
|
|
1,114
|
|
||||||
3.350% notes due July 2022
|
|
1,000
|
|
|
997
|
|
|
1,005
|
|
|
1,000
|
|
|
996
|
|
|
1,033
|
|
||||||
2.375% notes due October 2022
|
|
900
|
|
|
894
|
|
|
872
|
|
|
900
|
|
|
893
|
|
|
891
|
|
||||||
0.000% notes due November 2022
|
|
15
|
|
|
12
|
|
|
13
|
|
|
15
|
|
|
12
|
|
|
12
|
|
||||||
2.750% notes due February 2023
|
|
625
|
|
|
602
|
|
|
611
|
|
|
625
|
|
|
606
|
|
|
626
|
|
||||||
2.875% notes due March 2023
|
|
750
|
|
|
750
|
|
|
739
|
|
|
750
|
|
|
762
|
|
|
759
|
|
||||||
3.500% notes due June 2023
|
|
750
|
|
|
746
|
|
|
756
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
3.500% notes due February 2024
|
|
750
|
|
|
745
|
|
|
755
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
3.750% notes due July 2025
|
|
2,000
|
|
|
1,989
|
|
|
2,025
|
|
|
2,000
|
|
|
1,987
|
|
|
2,108
|
|
||||||
3.700% notes due December 2025
|
|
300
|
|
|
298
|
|
|
303
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
3.100% notes due March 2026
|
|
1,000
|
|
|
995
|
|
|
965
|
|
|
1,000
|
|
|
995
|
|
|
1,007
|
|
||||||
3.450% notes due January 2027
|
|
750
|
|
|
746
|
|
|
742
|
|
|
750
|
|
|
745
|
|
|
776
|
|
||||||
3.375% notes due April 2027
|
|
625
|
|
|
619
|
|
|
611
|
|
|
625
|
|
|
618
|
|
|
642
|
|
||||||
2.950% notes due October 2027
|
|
950
|
|
|
938
|
|
|
898
|
|
|
950
|
|
|
937
|
|
|
947
|
|
||||||
3.850% notes due June 2028
|
|
1,150
|
|
|
1,142
|
|
|
1,163
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
3.875% notes due December 2028
|
|
850
|
|
|
842
|
|
|
861
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
4.625% notes due July 2035
|
|
1,000
|
|
|
992
|
|
|
1,060
|
|
|
1,000
|
|
|
991
|
|
|
1,165
|
|
||||||
5.800% notes due March 2036
|
|
850
|
|
|
838
|
|
|
1,003
|
|
|
850
|
|
|
837
|
|
|
1,105
|
|
||||||
6.500% notes due June 2037
|
|
500
|
|
|
492
|
|
|
638
|
|
|
500
|
|
|
491
|
|
|
698
|
|
||||||
6.625% notes due November 2037
|
|
650
|
|
|
641
|
|
|
841
|
|
|
650
|
|
|
641
|
|
|
923
|
|
||||||
6.875% notes due February 2038
|
|
1,100
|
|
|
1,076
|
|
|
1,437
|
|
|
1,100
|
|
|
1,075
|
|
|
1,596
|
|
||||||
5.700% notes due October 2040
|
|
300
|
|
|
296
|
|
|
355
|
|
|
300
|
|
|
296
|
|
|
389
|
|
||||||
5.950% notes due February 2041
|
|
350
|
|
|
345
|
|
|
426
|
|
|
350
|
|
|
345
|
|
|
466
|
|
||||||
4.625% notes due November 2041
|
|
600
|
|
|
588
|
|
|
627
|
|
|
600
|
|
|
588
|
|
|
685
|
|
||||||
4.375% notes due March 2042
|
|
502
|
|
|
484
|
|
|
503
|
|
|
502
|
|
|
483
|
|
|
555
|
|
||||||
3.950% notes due October 2042
|
|
625
|
|
|
607
|
|
|
596
|
|
|
625
|
|
|
607
|
|
|
650
|
|
||||||
4.250% notes due March 2043
|
|
750
|
|
|
734
|
|
|
744
|
|
|
750
|
|
|
734
|
|
|
822
|
|
||||||
4.750% notes due July 2045
|
|
2,000
|
|
|
1,973
|
|
|
2,116
|
|
|
2,000
|
|
|
1,972
|
|
|
2,362
|
|
||||||
4.200% notes due January 2047
|
|
750
|
|
|
738
|
|
|
745
|
|
|
750
|
|
|
738
|
|
|
808
|
|
||||||
4.250% notes due April 2047
|
|
725
|
|
|
717
|
|
|
719
|
|
|
725
|
|
|
717
|
|
|
798
|
|
||||||
3.750% notes due October 2047
|
|
950
|
|
|
933
|
|
|
869
|
|
|
950
|
|
|
933
|
|
|
969
|
|
||||||
4.250% notes due June 2048
|
|
1,350
|
|
|
1,329
|
|
|
1,349
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
4.450% notes due December 2048
|
|
1,100
|
|
|
1,087
|
|
|
1,132
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total commercial paper and long-term debt
|
|
$
|
35,667
|
|
|
$
|
35,234
|
|
|
$
|
36,591
|
|
|
$
|
31,417
|
|
|
$
|
31,067
|
|
|
$
|
34,029
|
|
9.
|
Income Taxes
|
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Current Provision:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
2,897
|
|
|
$
|
3,597
|
|
|
$
|
4,302
|
|
State and local
|
|
219
|
|
|
314
|
|
|
312
|
|
|||
Foreign
|
|
404
|
|
|
254
|
|
|
95
|
|
|||
Total current provision
|
|
3,520
|
|
|
4,165
|
|
|
4,709
|
|
|||
Deferred provision (benefit)
|
|
42
|
|
|
(965
|
)
|
|
81
|
|
|||
Total provision for income taxes
|
|
$
|
3,562
|
|
|
$
|
3,200
|
|
|
$
|
4,790
|
|
(in millions, except percentages)
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
Tax provision at the U.S. federal statutory rate
|
|
$
|
3,348
|
|
|
21.0
|
%
|
|
$
|
4,908
|
|
|
35.0
|
%
|
|
$
|
4,152
|
|
|
35.0
|
%
|
Change in tax law
|
|
—
|
|
|
—
|
|
|
(1,199
|
)
|
|
(8.6
|
)
|
|
—
|
|
|
—
|
|
|||
State income taxes, net of federal benefit
|
|
168
|
|
|
1.0
|
|
|
197
|
|
|
1.4
|
|
|
205
|
|
|
1.7
|
|
|||
Share-based awards - excess tax benefit
|
|
(161
|
)
|
|
(1.0
|
)
|
|
(319
|
)
|
|
(2.3
|
)
|
|
(158
|
)
|
|
(1.3
|
)
|
|||
Non-deductible compensation
|
|
117
|
|
|
0.7
|
|
|
175
|
|
|
1.3
|
|
|
128
|
|
|
1.1
|
|
|||
Health insurance industry tax
|
|
552
|
|
|
3.5
|
|
|
—
|
|
|
—
|
|
|
645
|
|
|
5.4
|
|
|||
Foreign rate differential
|
|
(203
|
)
|
|
(1.3
|
)
|
|
(282
|
)
|
|
(2.0
|
)
|
|
(105
|
)
|
|
(0.9
|
)
|
|||
Other, net
|
|
(259
|
)
|
|
(1.6
|
)
|
|
(280
|
)
|
|
(2.0
|
)
|
|
(77
|
)
|
|
(0.6
|
)
|
|||
Provision for income taxes
|
|
$
|
3,562
|
|
|
22.3
|
%
|
|
$
|
3,200
|
|
|
22.8
|
%
|
|
$
|
4,790
|
|
|
40.4
|
%
|
(in millions)
|
|
2018
|
|
2017
|
||||
Deferred income tax assets:
|
|
|
|
|
||||
Accrued expenses and allowances
|
|
$
|
551
|
|
|
$
|
544
|
|
U.S. federal and state net operating loss carryforwards
|
|
190
|
|
|
216
|
|
||
Share-based compensation
|
|
91
|
|
|
97
|
|
||
Nondeductible liabilities
|
|
184
|
|
|
169
|
|
||
Non-U.S. tax loss carryforwards
|
|
426
|
|
|
445
|
|
||
Other-domestic
|
|
306
|
|
|
167
|
|
||
Other-non-U.S.
|
|
337
|
|
|
198
|
|
||
Subtotal
|
|
2,085
|
|
|
1,836
|
|
||
Less: valuation allowances
|
|
(84
|
)
|
|
(64
|
)
|
||
Total deferred income tax assets
|
|
2,001
|
|
|
1,772
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
||||
U.S. federal and state intangible assets
|
|
(2,131
|
)
|
|
(1,998
|
)
|
||
Non-U.S. goodwill and intangible assets
|
|
(709
|
)
|
|
(602
|
)
|
||
Capitalized software
|
|
(603
|
)
|
|
(530
|
)
|
||
Depreciation and amortization
|
|
(266
|
)
|
|
(236
|
)
|
||
Prepaid expenses
|
|
(152
|
)
|
|
(223
|
)
|
||
Outside basis in partnerships
|
|
(300
|
)
|
|
(279
|
)
|
||
Other-non-U.S.
|
|
(314
|
)
|
|
(86
|
)
|
||
Total deferred income tax liabilities
|
|
(4,475
|
)
|
|
(3,954
|
)
|
||
Net deferred income tax liabilities
|
|
$
|
(2,474
|
)
|
|
$
|
(2,182
|
)
|
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Gross unrecognized tax benefits, beginning of period
|
|
$
|
598
|
|
|
$
|
263
|
|
|
$
|
224
|
|
Gross increases:
|
|
|
|
|
|
|
|
|
|
|||
Current year tax positions
|
|
487
|
|
|
356
|
|
|
37
|
|
|||
Prior year tax positions
|
|
87
|
|
|
40
|
|
|
24
|
|
|||
Gross decreases:
|
|
|
|
|
|
|
|
|
|
|||
Prior year tax positions
|
|
(84
|
)
|
|
(33
|
)
|
|
(4
|
)
|
|||
Settlements
|
|
(20
|
)
|
|
(24
|
)
|
|
(6
|
)
|
|||
Statute of limitations lapses
|
|
(12
|
)
|
|
(4
|
)
|
|
(12
|
)
|
|||
Gross unrecognized tax benefits, end of period
|
|
$
|
1,056
|
|
|
$
|
598
|
|
|
$
|
263
|
|
10.
|
Shareholders' Equity
|
|
|
Years Ended December 31,
|
||||||||
(in millions, except per share data)
|
|
2018
|
|
2017
|
||||||
Common share repurchases, shares
|
|
19
|
|
|
9
|
|
||||
Common share repurchases, average price per share
|
|
$
|
236.72
|
|
|
$
|
173.54
|
|
||
Common share repurchases, aggregate cost
|
|
$
|
4,500
|
|
|
$
|
1,500
|
|
||
Board authorized shares remaining
|
|
94
|
|
|
42
|
|
11.
|
Share-Based Compensation
|
|
Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual Life
|
|
Aggregate
Intrinsic Value
|
||||||
|
(in millions)
|
|
|
|
(in years)
|
|
(in millions)
|
||||||
Outstanding at beginning of period
|
37
|
|
|
$
|
102
|
|
|
|
|
|
|||
Granted
|
7
|
|
|
229
|
|
|
|
|
|
||||
Exercised
|
(8
|
)
|
|
78
|
|
|
|
|
|
||||
Forfeited
|
(1
|
)
|
|
162
|
|
|
|
|
|
||||
Outstanding at end of period
|
35
|
|
|
131
|
|
|
6.5
|
|
|
$
|
4,114
|
|
|
Exercisable at end of period
|
16
|
|
|
87
|
|
|
5.0
|
|
|
2,560
|
|
||
Vested and expected to vest, end of period
|
34
|
|
|
129
|
|
|
6.5
|
|
|
4,072
|
|
(shares in millions)
|
|
Shares
|
|
Weighted-Average
Grant Date
Fair Value
per Share
|
|||
Nonvested at beginning of period
|
|
7
|
|
|
$
|
128
|
|
Granted
|
|
2
|
|
|
229
|
|
|
Vested
|
|
(3
|
)
|
|
119
|
|
|
Nonvested at end of period
|
|
6
|
|
|
163
|
|
(in millions, except per share amounts)
|
|
For the Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||
Stock Options and SARs
|
|
|
|
|
|
|
||||||
Weighted-average grant date fair value of shares granted, per share
|
|
$
|
43
|
|
|
$
|
29
|
|
|
$
|
20
|
|
Total intrinsic value of stock options and SARs exercised
|
|
1,431
|
|
|
1,473
|
|
|
595
|
|
|||
Restricted Shares
|
|
|
|
|
|
|
||||||
Weighted-average grant date fair value of shares granted, per share
|
|
229
|
|
|
163
|
|
|
115
|
|
|||
Total fair value of restricted shares vested
|
|
$
|
521
|
|
|
$
|
460
|
|
|
$
|
274
|
|
Employee Stock Purchase Plan
|
|
|
|
|
|
|
||||||
Number of shares purchased
|
|
2
|
|
|
2
|
|
|
2
|
|
|||
Share-Based Compensation Items
|
|
|
|
|
|
|
||||||
Share-based compensation expense, before tax
|
|
$
|
638
|
|
|
$
|
597
|
|
|
$
|
485
|
|
Share-based compensation expense, net of tax effects
|
|
587
|
|
|
531
|
|
|
417
|
|
|||
Income tax benefit realized from share-based award exercises
|
|
239
|
|
|
431
|
|
|
236
|
|
(in millions, except years)
|
|
December 31, 2018
|
||
Unrecognized compensation expense related to share awards
|
|
$
|
628
|
|
Weighted-average years to recognize compensation expense
|
|
1.3
|
|
|
|
For the Years Ended December 31,
|
||||
|
|
2018
|
|
2017
|
|
2016
|
Risk-free interest rate
|
|
2.6% - 3.1%
|
|
1.9% - 2.1%
|
|
1.2% - 1.4%
|
Expected volatility
|
|
18.7% - 19.3%
|
|
18.5% - 20.7%
|
|
20.8% - 22.5%
|
Expected dividend yield
|
|
1.3% - 1.5%
|
|
1.4% - 1.6%
|
|
1.8%
|
Forfeiture rate
|
|
5.0%
|
|
5.0%
|
|
5.0%
|
Expected life in years
|
|
5.6
|
|
5.7
|
|
5.6 - 5.9
|
12.
|
Commitments and Contingencies
|
13.
|
Segment Financial Information
|
•
|
UnitedHealthcare
includes the combined results of operations of UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement, UnitedHealthcare Community & State and UnitedHealthcare Global. The U.S. businesses share significant common assets, including a contracted network of physicians, health care professionals, hospitals and other facilities, information technology and consumer engagement 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. 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 and health care delivery.
|
•
|
OptumHealth
focuses on care delivery, care management, wellness and consumer engagement, and health financial services. OptumHealth serves the physical, emotional and health-related financial needs of individuals, enabling population health through programs offered by employers, payers, government entities and directly with the care delivery system. OptumHealth offers access to networks of care provider specialists, health management services, care delivery, consumer engagement and financial services.
|
•
|
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, specialty and compounding 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
|
||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenues - unaffiliated customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Premiums
|
|
$
|
174,282
|
|
|
$
|
3,805
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,805
|
|
|
$
|
—
|
|
|
$
|
178,087
|
|
Products
|
|
—
|
|
|
52
|
|
|
111
|
|
|
29,438
|
|
|
—
|
|
|
29,601
|
|
|
—
|
|
|
29,601
|
|
||||||||
Services
|
|
8,366
|
|
|
4,925
|
|
|
3,280
|
|
|
612
|
|
|
—
|
|
|
8,817
|
|
|
—
|
|
|
17,183
|
|
||||||||
Total revenues - unaffiliated customers
|
|
182,648
|
|
|
8,782
|
|
|
3,391
|
|
|
30,050
|
|
|
—
|
|
|
42,223
|
|
|
—
|
|
|
224,871
|
|
||||||||
Total revenues - affiliated customers
|
|
—
|
|
|
14,882
|
|
|
5,596
|
|
|
39,440
|
|
|
(1,409
|
)
|
|
58,509
|
|
|
(58,509
|
)
|
|
—
|
|
||||||||
Investment and other income
|
|
828
|
|
|
481
|
|
|
21
|
|
|
46
|
|
|
—
|
|
|
548
|
|
|
—
|
|
|
1,376
|
|
||||||||
Total revenues
|
|
$
|
183,476
|
|
|
$
|
24,145
|
|
|
$
|
9,008
|
|
|
$
|
69,536
|
|
|
$
|
(1,409
|
)
|
|
$
|
101,280
|
|
|
$
|
(58,509
|
)
|
|
$
|
226,247
|
|
Earnings from operations
|
|
$
|
9,113
|
|
|
$
|
2,430
|
|
|
$
|
2,243
|
|
|
$
|
3,558
|
|
|
$
|
—
|
|
|
$
|
8,231
|
|
|
$
|
—
|
|
|
$
|
17,344
|
|
Interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,400
|
)
|
|
(1,400
|
)
|
||||||||
Earnings before income taxes
|
|
$
|
9,113
|
|
|
$
|
2,430
|
|
|
$
|
2,243
|
|
|
$
|
3,558
|
|
|
$
|
—
|
|
|
$
|
8,231
|
|
|
$
|
(1,400
|
)
|
|
$
|
15,944
|
|
Total assets
|
|
$
|
82,938
|
|
|
$
|
29,837
|
|
|
$
|
11,039
|
|
|
$
|
33,912
|
|
|
$
|
—
|
|
|
$
|
74,788
|
|
|
$
|
(5,505
|
)
|
|
$
|
152,221
|
|
Purchases of property, equipment and capitalized software
|
|
761
|
|
|
593
|
|
|
517
|
|
|
192
|
|
|
—
|
|
|
1,302
|
|
|
—
|
|
|
2,063
|
|
||||||||
Depreciation and amortization
|
|
845
|
|
|
439
|
|
|
654
|
|
|
490
|
|
|
—
|
|
|
1,583
|
|
|
—
|
|
|
2,428
|
|
||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenues - unaffiliated customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Premiums
|
|
$
|
154,709
|
|
|
$
|
3,744
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,744
|
|
|
$
|
—
|
|
|
$
|
158,453
|
|
Products
|
|
—
|
|
|
44
|
|
|
106
|
|
|
26,216
|
|
|
—
|
|
|
26,366
|
|
|
—
|
|
|
26,366
|
|
||||||||
Services
|
|
7,890
|
|
|
4,013
|
|
|
2,849
|
|
|
565
|
|
|
—
|
|
|
7,427
|
|
|
—
|
|
|
15,317
|
|
||||||||
Total revenues - unaffiliated customers
|
|
162,599
|
|
|
7,801
|
|
|
2,955
|
|
|
26,781
|
|
|
—
|
|
|
37,537
|
|
|
—
|
|
|
200,136
|
|
||||||||
Total revenues - affiliated customers
|
|
—
|
|
|
12,429
|
|
|
5,127
|
|
|
36,954
|
|
|
(1,227
|
)
|
|
53,283
|
|
|
(53,283
|
)
|
|
—
|
|
||||||||
Investment and other income
|
|
658
|
|
|
340
|
|
|
5
|
|
|
20
|
|
|
—
|
|
|
365
|
|
|
—
|
|
|
1,023
|
|
||||||||
Total revenues
|
|
$
|
163,257
|
|
|
$
|
20,570
|
|
|
$
|
8,087
|
|
|
$
|
63,755
|
|
|
$
|
(1,227
|
)
|
|
$
|
91,185
|
|
|
$
|
(53,283
|
)
|
|
$
|
201,159
|
|
Earnings from operations
|
|
$
|
8,498
|
|
|
$
|
1,823
|
|
|
$
|
1,770
|
|
|
$
|
3,118
|
|
|
$
|
—
|
|
|
$
|
6,711
|
|
|
$
|
—
|
|
|
$
|
15,209
|
|
Interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,186
|
)
|
|
(1,186
|
)
|
||||||||
Earnings before income taxes
|
|
$
|
8,498
|
|
|
$
|
1,823
|
|
|
$
|
1,770
|
|
|
$
|
3,118
|
|
|
$
|
—
|
|
|
$
|
6,711
|
|
|
$
|
(1,186
|
)
|
|
$
|
14,023
|
|
Total assets
|
|
$
|
76,676
|
|
|
$
|
26,931
|
|
|
$
|
11,273
|
|
|
$
|
29,551
|
|
|
$
|
—
|
|
|
$
|
67,755
|
|
|
$
|
(5,373
|
)
|
|
$
|
139,058
|
|
Purchases of property, equipment and capitalized software
|
|
737
|
|
|
510
|
|
|
588
|
|
|
188
|
|
|
—
|
|
|
1,286
|
|
|
—
|
|
|
2,023
|
|
||||||||
Depreciation and amortization
|
|
758
|
|
|
380
|
|
|
614
|
|
|
493
|
|
|
—
|
|
|
1,487
|
|
|
—
|
|
|
2,245
|
|
||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenues - unaffiliated 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 - unaffiliated customers
|
|
147,970
|
|
|
6,209
|
|
|
2,773
|
|
|
27,060
|
|
|
—
|
|
|
36,042
|
|
|
—
|
|
|
184,012
|
|
||||||||
Total revenues - affiliated customers
|
|
—
|
|
|
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
|
|
14.
|
Quarterly Financial Data (Unaudited)
|
|
|
For the Quarter Ended
|
||||||||||||||
(in millions, except per share data)
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2018
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
55,188
|
|
|
$
|
56,086
|
|
|
$
|
56,556
|
|
|
$
|
58,417
|
|
Operating costs
|
|
51,135
|
|
|
51,882
|
|
|
51,966
|
|
|
53,920
|
|
||||
Earnings from operations
|
|
4,053
|
|
|
4,204
|
|
|
4,590
|
|
|
4,497
|
|
||||
Net earnings
|
|
2,924
|
|
|
3,010
|
|
|
3,284
|
|
|
3,164
|
|
||||
Net earnings attributable to UnitedHealth Group common shareholders
|
|
2,836
|
|
|
2,922
|
|
|
3,188
|
|
|
3,040
|
|
||||
Net earnings per share attributable to UnitedHealth Group common shareholders:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
2.94
|
|
|
3.04
|
|
|
3.31
|
|
|
3.16
|
|
||||
Diluted
|
|
2.87
|
|
|
2.98
|
|
|
3.24
|
|
|
3.10
|
|
||||
2017
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
48,723
|
|
|
$
|
50,053
|
|
|
$
|
50,322
|
|
|
$
|
52,061
|
|
Operating costs
|
|
45,310
|
|
|
46,322
|
|
|
46,234
|
|
|
48,084
|
|
||||
Earnings from operations
|
|
3,413
|
|
|
3,731
|
|
|
4,088
|
|
|
3,977
|
|
||||
Net earnings
|
|
2,191
|
|
|
2,350
|
|
|
2,561
|
|
|
3,721
|
|
||||
Net earnings attributable to UnitedHealth Group common shareholders
|
|
2,172
|
|
|
2,284
|
|
|
2,485
|
|
|
3,617
|
|
||||
Net earnings per share attributable to UnitedHealth Group common shareholders:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
2.28
|
|
|
2.37
|
|
|
2.57
|
|
|
3.73
|
|
||||
Diluted
|
|
2.23
|
|
|
2.32
|
|
|
2.51
|
|
|
3.65
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
/s/ DELOITTE & TOUCHE LLP
|
|
Minneapolis, Minnesota
|
February 12, 2019
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
William C. Ballard, Jr.
|
|
F. William McNabb III
|
Former Of Counsel
Bingham Greenebaum Doll LLP
|
|
Former Chairman and Chief Executive Officer
The Vanguard Group, Inc.
|
|
|
|
Richard T. Burke
|
|
Valerie Montgomery Rice, M.D
|
Lead Independent Director
UnitedHealth Group
|
|
President and Dean
Morehouse School of Medicine
|
|
||
|
|
|
Timothy P. Flynn
|
|
Glenn M. Renwick
|
Retired Chair
KPMG International
|
|
Chair
Fiserv, Inc.
|
|
||
|
|
|
Stephen J. Hemsley
|
|
David S. Wichmann
|
Executive Chair
UnitedHealth Group
|
|
Chief Executive Officer
UnitedHealth Group
|
|
||
|
|
|
Michele J. Hooper
|
|
Gail R. Wilensky, Ph.D.
|
President and Chief Executive Officer
The Directors’ Council
|
|
Senior Fellow
Project HOPE
|
|
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)
|
|
33
|
|
|
$
|
135
|
|
|
49
|
|
(3)
|
Equity compensation plans not approved by shareholders
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
(2)
|
|
33
|
|
|
$
|
135
|
|
|
49
|
|
|
(1)
|
Consists of the UnitedHealth Group Incorporated 2011 Stock Incentive Plan, as amended and the UnitedHealth Group 1993 Employee Stock Purchase Plan, as amended.
|
(2)
|
Excludes 1,676,000 shares underlying stock options assumed by us in connection with acquisitions. These options have a weighted-average exercise price of $59 and an average remaining term of approximately 5 years. These options are administered pursuant to the terms of the plans under which the options originally were granted. No future awards will be granted under these acquired plans.
|
(3)
|
Includes 7 million shares of common stock available for future issuance under the 1993 Employee Stock Purchase Plan as of December 31, 2018, and 42 million shares available under the 2011 Stock Incentive Plan as of
December 31, 2018
. 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
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
(a)
|
1
. Financial Statements and Supplementary Data
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
(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.
|
|
|
||
|
|
||
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)
|
|
|
||
|
|
||
|
|
||
*
10.1
|
|
|
|
*
10.2
|
|
|
|
*
10.3
|
|
|
|
*
10.4
|
|
|
*
10.45
|
|
|
|
*
10.46
|
|
|
|
*
10.47
|
|
|
|
*
10.48
|
|
|
|
*
10.49
|
|
|
|
*
10.50
|
|
|
|
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 and Supplementary Data”)
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
101
|
|
|
The following materials from UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 12, 2019, 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 12, 2019
|
(in millions, except per share data)
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
434
|
|
|
$
|
359
|
|
Other current assets
|
|
197
|
|
|
575
|
|
||
Total current assets
|
|
631
|
|
|
934
|
|
||
Equity in net assets of subsidiaries
|
|
83,244
|
|
|
76,231
|
|
||
Long-term notes receivable from subsidiaries
|
|
4,461
|
|
|
4,278
|
|
||
Other assets
|
|
972
|
|
|
839
|
|
||
Total assets
|
|
$
|
89,308
|
|
|
$
|
82,282
|
|
|
|
|
|
|
||||
Liabilities and shareholders’ equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable and accrued liabilities
|
|
$
|
618
|
|
|
$
|
502
|
|
Current portion of notes payable to subsidiaries
|
|
714
|
|
|
466
|
|
||
Commercial paper and current maturities of long-term debt
|
|
1,744
|
|
|
2,749
|
|
||
Total current liabilities
|
|
3,076
|
|
|
3,717
|
|
||
Long-term debt, less current maturities
|
|
33,490
|
|
|
28,318
|
|
||
Long-term notes payable to subsidiaries
|
|
560
|
|
|
1,518
|
|
||
Other liabilities
|
|
486
|
|
|
953
|
|
||
Total liabilities
|
|
37,612
|
|
|
34,506
|
|
||
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; 960 and 969 issued and outstanding
|
|
10
|
|
|
10
|
|
||
Additional paid-in capital
|
|
—
|
|
|
1,703
|
|
||
Retained earnings
|
|
55,846
|
|
|
48,730
|
|
||
Accumulated other comprehensive loss
|
|
(4,160
|
)
|
|
(2,667
|
)
|
||
Total UnitedHealth Group shareholders’ equity
|
|
51,696
|
|
|
47,776
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
89,308
|
|
|
$
|
82,282
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Investment and other income
|
|
$
|
194
|
|
|
$
|
527
|
|
|
$
|
522
|
|
Total revenues
|
|
194
|
|
|
527
|
|
|
522
|
|
|||
Operating costs:
|
|
|
|
|
|
|
||||||
Operating costs
|
|
35
|
|
|
—
|
|
|
(22
|
)
|
|||
Interest expense
|
|
1,285
|
|
|
1,114
|
|
|
995
|
|
|||
Total operating costs
|
|
1,320
|
|
|
1,114
|
|
|
973
|
|
|||
Loss before income taxes
|
|
(1,126
|
)
|
|
(587
|
)
|
|
(451
|
)
|
|||
Benefit for income taxes
|
|
251
|
|
|
214
|
|
|
165
|
|
|||
Loss of parent company
|
|
(875
|
)
|
|
(373
|
)
|
|
(286
|
)
|
|||
Equity in undistributed income of subsidiaries
|
|
12,861
|
|
|
10,931
|
|
|
7,303
|
|
|||
Net earnings
|
|
11,986
|
|
|
10,558
|
|
|
7,017
|
|
|||
Other comprehensive (loss) income
|
|
(1,517
|
)
|
|
14
|
|
|
653
|
|
|||
Comprehensive income
|
|
$
|
10,469
|
|
|
$
|
10,572
|
|
|
$
|
7,670
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Operating activities
|
|
|
|
|
|
|
||||||
Cash flows from operating activities
|
|
$
|
6,099
|
|
|
$
|
2,021
|
|
|
$
|
4,294
|
|
Investing activities
|
|
|
|
|
|
|
||||||
Issuances of notes to subsidiaries
|
|
(1,420
|
)
|
|
—
|
|
|
(824
|
)
|
|||
Repayments of notes to subsidiaries
|
|
1,419
|
|
|
2,071
|
|
|
—
|
|
|||
Cash paid for acquisitions
|
|
(4,066
|
)
|
|
(2,313
|
)
|
|
(2,292
|
)
|
|||
Return of capital to parent company
|
|
4,196
|
|
|
3,375
|
|
|
2,143
|
|
|||
Capital contributions to subsidiaries
|
|
(1,259
|
)
|
|
(959
|
)
|
|
(765
|
)
|
|||
Other, net
|
|
4
|
|
|
—
|
|
|
168
|
|
|||
Cash flows (used for) from investing activities
|
|
(1,126
|
)
|
|
2,174
|
|
|
(1,570
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
||||||
Common stock repurchases
|
|
(4,500
|
)
|
|
(1,500
|
)
|
|
(1,280
|
)
|
|||
Proceeds from common stock issuances
|
|
838
|
|
|
688
|
|
|
429
|
|
|||
Cash dividends paid
|
|
(3,320
|
)
|
|
(2,773
|
)
|
|
(2,261
|
)
|
|||
Repayments of commercial paper, net
|
|
(201
|
)
|
|
(3,508
|
)
|
|
(382
|
)
|
|||
Proceeds from issuance of long-term debt
|
|
6,935
|
|
|
5,291
|
|
|
3,968
|
|
|||
Repayments of long-term debt
|
|
(2,600
|
)
|
|
(3,472
|
)
|
|
(2,596
|
)
|
|||
(Repayments) proceeds of notes from subsidiary
|
|
(1,127
|
)
|
|
1,704
|
|
|
(30
|
)
|
|||
Other, net
|
|
(923
|
)
|
|
(446
|
)
|
|
(421
|
)
|
|||
Cash flows used for financing activities
|
|
(4,898
|
)
|
|
(4,016
|
)
|
|
(2,573
|
)
|
|||
Increase in cash and cash equivalents
|
|
75
|
|
|
179
|
|
|
151
|
|
|||
Cash and cash equivalents, beginning of period
|
|
359
|
|
|
180
|
|
|
29
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
434
|
|
|
$
|
359
|
|
|
$
|
180
|
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow disclosures
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
1,294
|
|
|
$
|
1,062
|
|
|
$
|
974
|
|
Cash paid for income taxes
|
|
2,379
|
|
|
3,455
|
|
|
4,557
|
|
|||
|
|
|
|
|
|
|
||||||
Supplemental schedule of non-cash investing activities
|
|
|
|
|
|
|
||||||
Common stock issued for acquisitions
|
|
$
|
—
|
|
|
$
|
2,164
|
|
|
$
|
—
|
|
Conversion of note receivable from subsidiaries to equity
|
|
—
|
|
|
4,378
|
|
|
—
|
|
ITEM 16.
|
FORM 10-K SUMMARY
|
UNITEDHEALTH GROUP INCORPORATED
|
|
|
|
By
|
/s/ DAVID S. WICHMANN
|
|
David S. Wichmann
Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
/s/ D
AVID
S. W
ICHMANN
|
|
Director and Chief Executive Officer
(principal executive officer)
|
|
February 12, 2019
|
David S. Wichmann
|
|
|
|
|
/s/ J
OHN
F. R
EX
|
|
Executive Vice President and Chief Financial Officer
(principal financial officer)
|
|
February 12, 2019
|
John F. Rex
|
|
|
|
|
/s/ T
HOMAS
E. R
OOS
|
|
Senior Vice President and
Chief Accounting Officer
(principal accounting officer)
|
|
February 12, 2019
|
Thomas E. Roos
|
|
|
|
|
*
|
|
Director
|
|
February 12, 2019
|
William C. Ballard, Jr.
|
|
|
|
|
*
|
|
Director
|
|
February 12, 2019
|
Richard T. Burke
|
|
|
|
|
*
|
|
Director
|
|
February 12, 2019
|
Timothy P. Flynn
|
|
|
|
|
*
|
|
Director
|
|
February 12, 2019
|
Stephen J. Hemsley
|
|
|
|
|
*
|
|
Director
|
|
February 12, 2019
|
Michele J. Hooper
|
|
|
|
|
*
|
|
Director
|
|
February 12, 2019
|
F. William McNabb III
|
|
|
|
|
*
|
|
Director
|
|
February 12, 2019
|
Valerie Montgomery Rice
|
|
|
|
|
*
|
|
Director
|
|
February 12, 2019
|
Glenn M. Renwick
|
|
|
|
|
*
|
|
Director
|
|
February 12, 2019
|
Gail R. Wilensky
|
|
|
|
|
*By
|
/s/ MARIANNE D. SHORT
|
|
Marianne D. Short,
As Attorney-in-Fact
|
•
|
unless otherwise provided in the applicable Award Agreement, each Option and Stock Appreciation Right outstanding at the effective date of the Corporate Transaction shall become fully vested, each then-outstanding Award of Restricted Stock and Restricted Stock Units shall fully vest free of restrictions, and each other then-outstanding Award granted under the Plan shall become payable to the holder of such Award; and
|
•
|
to the extent provision has not been made for the cash settlement of any outstanding Options and Stock Appreciation Rights, the holder of each Option or Stock Appreciation Right shall be given reasonable advance notice of the impending termination and a reasonable opportunity to exercise his or her outstanding vested Options and Stock Appreciation Rights (after giving effect to any accelerated vesting required in the circumstances) in accordance with their terms before the termination of such Awards (except that in no case shall more than ten days’ notice of the impending termination be required and any acceleration of vesting and any exercise of any portion of an Award that is so accelerated may be made contingent upon the closing of the transaction).
|
•
|
a series of five or ten annual installments following the completion of his or her service on the Board of Directors;
|
•
|
a delayed lump sum following either the fifth or tenth anniversary of the completion of his or her service on the Board of Directors;
|
•
|
for cash deferrals, an immediate lump sum upon the completion of his or her service on the Board of Directors; or
|
•
|
pre-selected amounts to be distributed on pre-selected dates while the director remains a member of the Board of Directors.
|
A.
|
Employment
. UnitedHealth Group hereby employs Executive, and Executive accepts employment, under this Agreement’s terms.
|
B.
|
Title and Duties
. Executive will be employed as Chief Executive Officer of Optum. Executive will perform such duties, and exercise such supervision and control, as are commonly associated with Executive’s position, as well as perform such other duties as are reasonably assigned to Executive. Executive will devote substantially all of Executive’s business time and energy to Executive’s duties. Executive will maintain operations in Executive’s area of responsibility, and make every reasonable effort to ensure that the employees within that area of responsibility act, in compliance with applicable law and UnitedHealth Group’s Code of Conduct, as amended from time to time. Executive is subject to all of UnitedHealth Group’s employment policies and procedures (except as specifically superseded by this Agreement).
|
A.
|
Base Salary
. Executive’s initial annual base salary will be $1,100,000, less applicable withholdings and deductions, payable according to UnitedHealth Group’s regular payroll schedule. Periodic increases to Executive’s base salary may be made in UnitedHealth Group’s sole discretion.
|
B.
|
Incentive Compensation
. Executive will be eligible to participate in UnitedHealth Group’s incentive compensation plans in UnitedHealth Group’s discretion and in accordance with the plans’ terms and conditions. Executive’s initial target bonus potential will be 200% of annual base salary, subject to periodic adjustments in UnitedHealth Group’s discretion.
|
C.
|
Sign-On Equity Award.
Executive will be eligible for stock-based awards in UnitedHealth Group’s discretion. In accordance with guideline amounts authorized by UnitedHealth Group’s Compensation and Human Resources Committee, management will recommend that Executive be awarded an initial sign-on grant of $10,000,000 in the form of Restricted Stock Units. Subject to the terms of the applicable equity award certificate and UnitedHealth Group’s applicable equity incentive plan, as amended, the Restricted Stock Units will vest 20% on each anniversary date of the grant, over a five-year period.
|
D.
|
Annual Equity Awards
. Executive will be eligible for annual stock-based awards in accordance with UnitedHealth Group’s governance policy and guideline amounts authorized by UnitedHealth Group’s Compensation and Human Resources Committee. For 2018, management will recommend that Executive be awarded an annual equity grant of $8,400,000 in the form of (i) Performance-Based Restricted Stock Units with a value of $4,200,000 for the performance period January 1, 2018 through December 31, 2020, (ii) Restricted Stock Units with a value of $2,100,000, and (iii) Options with a FAS value of $2,100,000. Subject to the terms of the applicable equity award certificate and UnitedHealth Group’s applicable equity incentive plan, as amended, the Restricted Stock Units (other than the Performance-Based Restricted Stock Units) and Options will vest 25% on each anniversary date of the grant, over a four-year period.
|
E.
|
Employee Benefits
. Executive will be eligible to participate in UnitedHealth Group’s employee welfare, retirement, and stock incentive plans on the same basis as other similarly situated executives, in accordance with the terms of the plans. Executive will be eligible for Paid Time Off in accordance with UnitedHealth Group’s policies. UnitedHealth Group reserves the right to amend or discontinue any plan or policy at any time in its sole discretion. In addition to the Company’s generally available benefits, UnitedHealth Group shall provide Executive, at UnitedHealth Group’s expense during the term of Executive’s employment, a $2 million face value term life insurance policy and a long term disability policy which covers 60% of base salary in the event of a qualifying long term disability, subject to the policy terms.
|
A.
|
By Mutual Agreement
. The parties may terminate Executive’s employment at any time by mutual agreement.
|
B.
|
By UnitedHealth Group without Cause
. UnitedHealth Group may terminate Executive’s employment without Cause upon 90 days’ prior written notice.
|
C.
|
By UnitedHealth Group with Cause
. UnitedHealth Group may terminate Executive’s employment at any time for Cause. “Cause” means Executive’s (a) material failure to follow UnitedHealth Group’s reasonable direction or to perform any duties reasonably required on material matters, (b) material violation of, or failure to act upon or report known or suspected violations of, UnitedHealth Group’s Code of Conduct, as amended from time to time, (c) conviction of any felony, (d) commission of any criminal, fraudulent, or dishonest act in connection with Executive’s employment, (e) material breach of this Agreement, or (f) conduct that is materially detrimental to UnitedHealth Group’s interests. UnitedHealth Group will, within 120 days of discovery of the conduct, give Executive written notice specifying the conduct constituting Cause in reasonable detail and Executive will have 60 days to remedy such conduct, if such conduct is reasonably capable of being remedied. In any instance where the Company may have grounds for Cause, failure by the Company to provide written notice of the grounds for Cause within 120 days of discovery shall be a waiver of its right to assert the subject conduct as a basis for termination for Cause.
|
D.
|
By Executive without Good Reason
. Executive may terminate Executive’s employment at any time for any reason, including due to Executive’s retirement.
|
E.
|
By Executive for Good Reason
. Executive may terminate Executive’s employment for Good Reason, as defined below. Executive must give UnitedHealth Group written notice specifying in reasonable detail the circumstances constituting Good Reason, within 120 days of becoming aware of such circumstances, or such circumstances will not constitute Good Reason. If the circumstances constituting Good Reason are reasonably capable of being remedied, UnitedHealth Group will have 60 days to remedy such circumstances. “Good Reason” will exist if UnitedHealth Group takes any of the following actions, without Executive’s consent: (a) reduces Executive’s base salary or target bonus percentage other than in connection with a general reduction affecting a group of employees; (b) moves Executive’s primary work location more than 50 miles; or (c) makes changes that substantially diminish Executive’s duties or responsibilities.
|
F.
|
Due to Executive’s Death or Disability
. Executive’s employment will terminate automatically if Executive dies, effective as of the date of Executive’s death. UnitedHealth Group may terminate Executive’s employment due to Executive’s disability that renders Executive incapable of performing the essential functions of Executive’s job, with or without reasonable accommodation. Executive will not be entitled to Severance Benefits under Section 4 in the event of termination due to Executive’s death or disability.
|
4.
|
Severance Benefits
.
|
A.
|
Circumstances under Which Severance Benefits Payable
. Executive will be entitled to Severance Benefits only if Executive’s employment is terminated by UnitedHealth Group without Cause or if Executive terminates employment for Good Reason. Whether Executive has had a termination of employment will be determined in a manner consistent with the definition of “Separation from Service” under Section 409A of the Internal Revenue Code of 1986 and its accompanying regulations (“Section 409A”) and will be referred to herein as a “Termination.” For purposes of this Agreement, Executive will be considered to have experienced a Termination as of the date that the facts and circumstances indicate that it is reasonably anticipated that Executive will provide no further services after such date or that the level of bona fide services that Executive is expected to perform permanently decreases to no more than 20% of the average level of bona fide services that Executive performed over the immediately preceding 36-month period In consideration of the Severance Benefits in this Agreement, Executive waives any payments or benefits to which Executive otherwise might be or become entitled under any UnitedHealth Group severance plan or program.
|
B.
|
Severance Benefits
. Subject to Section 4.C, Executive shall be entitled to the following Severance Benefits if Executive experiences a Termination under the circumstances described in Section 4.A above:
|
C.
|
Separation Agreement and Release Required
. In order to receive any Severance Benefits under this Agreement, Executive must timely sign a separation agreement and release of claims in a form determined by UnitedHealth
|
5.
|
Property Rights, Confidentiality, Non-Disparagement, and Restrictive Covenants
.
|
i.
|
Assignment of Property Rights
. Executive must promptly disclose in writing to UnitedHealth Group all inventions, discoveries, processes, procedures, methods and works of authorship, whether or not patentable or copyrightable, that Executive alone or jointly conceives, makes, discovers, writes or creates, during working hours or on Executive’s own time, during this Agreement’s term (the “Works”). Executive hereby assigns to UnitedHealth Group all Executive’s rights, including copyrights and patent rights, to all Works. Executive must assist UnitedHealth Group as it reasonably requires to perfect, protect, and use its rights to the Works. This provision does not apply to any Work for which no UnitedHealth Group equipment, supplies, facility or trade secret information was used and: (1) which does not relate directly to UnitedHealth Group’s business or actual or demonstrably anticipated research or development, or (2) which does not result from any work performed for UnitedHealth Group.
|
ii.
|
No Removal of Property
. Executive may not remove from UnitedHealth Group’s premises any UnitedHealth Group records, documents, data or other property, in either original or duplicate form, except as necessary in the ordinary course of UnitedHealth Group’s business.
|
iii.
|
Return of Property
. Executive must immediately deliver to UnitedHealth Group, upon termination of employment, or at any other time at UnitedHealth Group’s request, all UnitedHealth Group property, including records, documents, data, and equipment, and all copies of any such property, including any records or data Executive prepared during employment.
|
B.
|
Confidential Information
. Executive will be given access to and provided with sensitive, confidential, proprietary and trade secret information (“Confidential Information”) in the course of Executive’s employment. Examples of Confidential Information include: inventions; new product or marketing plans; business strategies and plans; merger and acquisition targets; financial and pricing information; computer programs, source codes, models and databases; analytical models; customer lists and information; and supplier and vendor lists and other information which is not generally available to the public. Executive agrees not to disclose or use
Confidential Information, either during or after Executive’s employment with UnitedHealth Group,
except as necessary to perform Executive’s UnitedHealth Group duties or as UnitedHealth Group may consent in writing.
|
C.
|
Non-Disparagement
. Executive agrees not to criticize, make any negative comments about or otherwise disparage UnitedHealth Group or those associated with it, whether orally, in writing or otherwise, directly or by implication, to any person or entity, including UnitedHealth Group customers or agents.
|
D.
|
Restrictive Covenants
. Executive agrees to the restrictive covenants in this Section in consideration of Executive’s employment and UnitedHealth Group’s promises in this Agreement, including providing Executive access to Confidential Information. The restrictive covenants in this Section apply during Executive’s employment and for 24 months following termination of employment for any reason. Executive agrees that he/she will not, without UnitedHealth Group's prior written consent, directly or indirectly, for Executive or for any other person or entity, as agent, employee, officer, director, consultant, owner, principal, partner or shareholder, or in any other individual or representative capacity, engage in any of the following activities:
|
i.
|
Non-Solicitation
. Executive will not:
|
(a)
|
Solicit or conduct business with any business competitive with UnitedHealth Group from any person or entity: (1) who was a UnitedHealth Group provider or customer within the 12 months before Executive’s employment termination and with whom Executive had contact regarding UnitedHealth Group’s activity, products or services, or for whom Executive provided services or supervised employees who provided those services, or about
|
(b)
|
Raid, hire, employ, recruit or solicit any UnitedHealth Group employee or consultant who possesses Confidential Information of UnitedHealth Group to leave UnitedHealth Group to join a competitor;
|
(c)
|
Induce or influence any UnitedHealth Group employee, consultant, or provider who possesses Confidential Information of UnitedHealth Group to terminate his, her or its employment or other relationship with UnitedHealth Group; or
|
(d)
|
Assist anyone in any of the activities listed above.
|
ii.
|
Non-Competition
.
Executive will not:
|
(a)
|
Engage in or participate in any activity that competes, directly or indirectly, with any UnitedHealth Group activity, product or service that Executive engaged in, participated in, or had Confidential Information about during Executive’s last 36 months of employment with UnitedHealth Group; or
|
(b)
|
Assist anyone in any of the activities listed above.
|
iii.
|
Because UnitedHealth Group’s business competes on a nationwide basis, the Executive’s obligations under this “Restrictive Covenants” section shall apply on a nationwide basis anywhere in the United States.
|
iv.
|
To the extent Executive and UnitedHealth Group agree at any time to enter into separate agreements containing restrictive covenants with different or inconsistent terms than those contained herein, Executive and UnitedHealth Group acknowledge and agree that such different or inconsistent terms shall not in any way affect or have relevance to the Restrictive Covenants contained herein.
|
E.
|
Cooperation and Indemnification
. Executive agrees to cooperate fully (i) with UnitedHealth Group in the investigation, prosecution or defense of any potential claims or concerns regarding UnitedHealth Group’s business about which Executive has relevant knowledge, including by providing truthful information and testimony as reasonably requested by UnitedHealth Group, and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding concerning UnitedHealth Group. UnitedHealth Group will reimburse Executive for any reasonable travel and out-of-pocket expenses incurred by Executive in providing such cooperation. UnitedHealth Group will indemnify Executive, in accordance with the Minnesota Business Corporation Act, for all claims and other covered matters arising in connection with Executive’s employment.
|
F.
|
Injunctive Relief
. Executive agrees that (a) legal remedies (money damages) for any breach of Section 5 will be inadequate, (b) UnitedHealth Group will suffer immediate and irreparable harm from any such breach, and (c) UnitedHealth Group will be entitled to injunctive relief from a court in addition to any legal remedies UnitedHealth Group may seek in arbitration. If an arbitrator or court determines that Executive has breached any provision of Section 5, Executive agrees to pay to UnitedHealth Group its reasonable costs and attorney’s fees incurred in enforcing that provision
|
6.
|
Miscellaneous
.
|
A.
|
Tax Withholding
. All compensation payable under this Agreement will be subject to applicable tax withholding and other required or authorized deductions.
|
B.
|
Assignment
. Executive may not assign this Agreement. UnitedHealth Group may assign this Agreement. Any successor to UnitedHealth Group will be deemed to be UnitedHealth Group under this Agreement.
|
C.
|
Entire Agreement; Amendment
. This Agreement contains the parties’ entire agreement regarding its subject matter and may only be amended in a writing signed by the parties. This Agreement supersedes any and all prior oral or written employment agreements (including letters and memoranda) between Executive and UnitedHealth Group or its predecessors. This Agreement does not supersede the terms of any stock option, restricted stock, or stock appreciation rights plan or award.
|
D.
|
Choice of Law
. Minnesota law governs this Agreement.
|
E.
|
Waivers; Other Rights
. No party’s failure to exercise, or delay in exercising, any right or remedy under this Agreement will be a waiver of such right or remedy, nor will any single or partial exercise of any right or remedy preclude any other or further exercise of such right or remedy. Nothing in this Agreement prohibits Executive from making disclosures that are protected under law or reporting violations of state or federal law or regulation to governmental agencies or entities.
|
F.
|
Narrowed Enforcement and Severability
. If a court or arbitrator decides that any provision of this Agreement is invalid or overbroad, the parties agree that the court or arbitrator should narrow such provision so that it is enforceable or, if narrowing is not possible or permissible, such provision should be considered severed and the other provisions of this Agreement should be unaffected.
|
G.
|
Dispute Resolution and Remedies
. Except for injunctive relief under Section 5.F, any dispute between the parties relating to this Agreement or to Executive’s employment will be resolved by binding arbitration under UnitedHealth Group’s Employment Arbitration Policy, as it may be amended from time to time. The arbitrator(s) may not vary this Agreement’s terms and must apply applicable law.
|
H.
|
Payment of Deferred Compensation - Section 409A
. To the extent applicable, it is intended that the compensation arrangements under this Agreement be in full compliance with Section 409A. This Agreement shall be construed in a manner to give effect to such intention. In no event whatsoever shall UnitedHealth Group be liable for any tax, interest or penalties that may be imposed on Executive under Section 409A. UnitedHealth Group shall have no obligation to indemnify or otherwise hold Executive harmless from any such taxes, interest or penalties, or from liability for any damages related thereto.
|
I.
|
Electronic Transmission/Counterparts
. The executed version of this Agreement may be delivered by facsimile or email, and upon receipt, such transmission shall be deemed delivery of an original. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, and all of which together will constitute one document.
|
United HealthCare Services, Inc.
|
|
Executive
|
|
|
|
|
|
|
|
By: /s/ D. Ellen Wilson
|
|
By: /s/ Andrew P. Witty
|
|
|
|
|
|
|
|
Its: Executive Vice President, Human Capital
|
|
|
|
|
|
|
|
|
|
|
|
Date: March 9, 2018
|
|
|
Name of Entity
|
State of Jurisdiction or Domicile
|
Doing Business As
|
1070715 B.C. Unlimited Liability Company
|
British Columbia
|
|
310 Canyon Medical, LLC
|
California
|
|
5995 Minnetonka, LLC
|
Delaware
|
|
ABCO India Private Limited
|
India
|
|
ABCO International Holdings, LLC
|
Delaware
|
|
ACN Group IPA of New York, Inc.
|
New York
|
|
ACN Group of California, Inc.
|
California
|
OptumHealth Physical Health of California
|
Administradora Clínica La Colina S.A.S.
|
Colombia
|
|
Administradora Country S.A.
|
Colombia
|
|
Administradora deTransacciones Electrónicas
|
Chile
|
|
Administradora Médica Centromed S.A.
|
Chile
|
|
Advanced Pharma, Inc.
|
Texas
|
Avella of Houston
|
Advanced Surgical Hospital, LLC
|
Pennsylvania
|
|
Advocate Condell Ambulatory Surgery Center, LLC
|
Illinois
|
|
Advocate Sherman Ambulatory Surgery Center, LLC
|
Illinois
|
|
Advocate Southwest Ambulatory Surgery Center, LLC
|
Illinois
|
|
Advocate-SCA Partners, LLC
|
Delaware
|
|
AHN Accountable Care Organization, LLC
|
Indiana
|
|
AHN Central Services, LLC
|
Indiana
|
|
AHN Target Holdings, LLC
|
Delaware
|
|
Alaska Surgery Center, Inc.
|
Alaska
|
|
Aliansalud Entidad Promotora de Salud S.A.
|
Colombia
|
|
All Savers Insurance Company
|
Indiana
|
|
All Savers Life Insurance Company of California
|
California
|
|
Alliance Surgical Center, LLC
|
Florida
|
|
Aloha Surgical Center, LLC
|
Tennessee
|
|
Ambient Healthcare, Inc.
|
Florida
|
|
Ambient Holdings, Inc.
|
Delaware
|
|
Ambulatory Surgery Center of Mt. Pleasant, LLC
|
South Carolina
|
|
American Health Network of Indiana Care Organization, LLC
|
Indiana
|
|
American Health Network of Indiana II, LLC
|
Indiana
|
Healthcare Network
|
American Health Network of Indiana, LLC
|
Indiana
|
EXPRESS CARE
|
American Health Network of Ohio Care Organization, LLC
|
Ohio
|
|
American Health Network of Ohio II, LLC
|
Ohio
|
|
American Health Network of Ohio, LLC
|
Ohio
|
|
AmeriChoice Corporation
|
Delaware
|
|
AmeriChoice Health Services, Inc.
|
Delaware
|
|
AmeriChoice of New Jersey, Inc.
|
New Jersey
|
UnitedHealthcare Community Plan
|
Amico Saúde Ltda.
|
Brazil
|
|
Amil Assistência Médica Internacional S.A.
|
Brazil
|
|
Amil Clinical Research Participações Ltda.
|
Brazil
|
|
AMIL International
|
Luxembourg
|
|
Análisis Clínicos ML S.A.C.
|
Peru
|
|
Antelope Valley Surgery Center, L.P.
|
California
|
|
Apothecary Holdings, Inc.
|
Delaware
|
|
Apothecary Shop of Phoenix, Inc.
|
Arizona
|
|
AppleCare Medical Management, LLC
|
Delaware
|
|
APS – Assistência Personalizada à Saúde Ltda.
|
Brazil
|
|
Aquitania Chilean Holding SpA
|
Chile
|
|
Aquitania Holding SpA
|
Chile
|
|
Arise Physician Group
|
Texas
|
|
Arizona Physicians IPA, Inc.
|
Arizona
|
UnitedHealthcare Community Plan
|
ASC Holdings of New Jersey, LLC
|
New Jersey
|
|
ASC Network, LLC
|
Delaware
|
|
ASI Global, LLC
|
Texas
|
|
AssuranceRx, LLC
|
Alabama
|
|
Athens ASC Holdings, LLC
|
Georgia
|
|
Audax Health Solutions, LLC
|
Delaware
|
|
Austin Center for Outpatient Surgery, L.P.
|
Georgia
|
|
Avella of Austin, Inc.
|
Arizona
|
|
Avella of Columbus, Inc.
|
Arizona
|
|
Avella of Deer Valley, Inc.
|
Arizona
|
Avella of Deer Valley, Inc. #038
Avella Specialty Pharmacy |
Avella of Denver, Inc.
|
Arizona
|
|
Avella of Gilbert, Inc.
|
Arizona
|
|
Avella of Las Vegas II, Inc.
|
Arizona
|
|
Avella of Orlando, Inc.
|
Arizona
|
|
Avella of Phoenix III, Inc.
|
Arizona
|
|
Avella of Sacramento, Inc.
|
California
|
|
Avella of Scottsdale, Inc.
|
Arizona
|
|
Avella of St. Louis, Inc.
|
Arizona
|
|
Avella of Tampa, LLC
|
Florida
|
|
Avella of Tucson II, Inc.
|
Arizona
|
|
Avella of Tucson, Inc.
|
Arizona
|
|
Avella Patient Access Program, Inc.
|
Arizona
|
|
Aveta Inc.
|
Delaware
|
|
AxelaCare Intermediate Holdings, LLC
|
Delaware
|
|
AxelaCare, LLC
|
Delaware
|
|
B.R.A.S.S. Partnership in Commendam
|
Louisiana
|
|
Bakersfield-SC, LLC
|
Delaware
|
|
Banmédica Colombia SpA
|
Colombia
|
|
Banmédica Internacional SpA
|
Chile
|
|
Banmédica S.A.
|
Chile
|
|
Beach Surgical Holdings III, LLC
|
California
|
|
Behavioral Healthcare Options, Inc.
|
Nevada
|
|
Belleville Surgical Center, Ltd., an Illinois Limited Partnership
|
Illinois
|
|
Birmingham Outpatient Surgical Center, LLC
|
Delaware
|
|
Blackstone Valley Surgicare GP, LLC
|
Delaware
|
|
Blue Ridge GP, LLC
|
North Carolina
|
|
Bordeaux (Barbados) Holdings I, SRL
|
Barbados
|
|
Bordeaux (Barbados) Holdings II, SRL
|
Barbados
|
|
Bordeaux (Barbados) Holdings III, SRL
|
Barbados
|
|
Bordeaux Holding SpA
|
Chile
|
|
Bordeaux International Holdings, Inc.
|
Delaware
|
|
Bordeaux UK Holdings I Limited
|
United Kingdom
|
|
Bordeaux UK Holdings II Limited
|
United Kingdom
|
|
Bordeaux UK Holdings III Limited
|
United Kingdom
|
|
Bosque Medical Center Ltda.
|
Brazil
|
|
Brandon Ambulatory Surgery Center, LLC
|
Florida
|
|
BriovaRx Infusion Services 100, Inc.
|
New York
|
Advanced Care of New Jersey Inc.
|
BriovaRx Infusion Services 101, Inc.
|
New York
|
|
BriovaRx Infusion Services 102, LLC
|
Delaware
|
|
BriovaRx Infusion Services 103, LLC
|
Delaware
|
AxelaCare
Equinox Healthcare |
BriovaRx Infusion Services 200, Inc.
|
South Carolina
|
|
BriovaRx Infusion Services 201, Inc.
|
Florida
|
|
BriovaRx Infusion Services 202, Inc.
|
Florida
|
|
BriovaRx Infusion Services 203, Inc.
|
Florida
|
|
BriovaRx Infusion Services 204, Inc.
|
Florida
|
|
BriovaRx Infusion Services 205, Inc.
|
Florida
|
|
BriovaRx Infusion Services 206, Inc.
|
Alabama
|
|
BriovaRx Infusion Services 207, Inc.
|
Alabama
|
|
BriovaRx Infusion Services 208, Inc.
|
North Carolina
|
AxelaCare
|
BriovaRx Infusion Services 209, Inc.
|
Georgia
|
AxelaCare
|
BriovaRx Infusion Services 301, LP
|
Oklahoma
|
AxelaCare
|
BriovaRx Infusion Services 302, LLC
|
Nebraska
|
AxelaCare
|
BriovaRx Infusion Services 305, LLC
|
Delaware
|
|
BriovaRx Infusion Services 308, LLC
|
Arizona
|
AxelaCare
|
BriovaRx Infusion Services 401, LLC
|
California
|
|
BriovaRx Infusion Services 402, LLC
|
California
|
|
BriovaRx Infusion Services 403, LLC
|
California
|
|
BriovaRx Infusion Services 404, LLC
|
Oregon
|
|
BriovaRx Infusion Services, Inc.
|
Delaware
|
BriovaRx Infusion Services
|
BriovaRx of California, Inc.
|
California
|
BriovaRx MRP
BriovaRx of Los Angeles Mission Road Pharmacy MRP |
BriovaRx of Florida, Inc.
|
Delaware
|
BriovaRx of Florida
|
BriovaRx of Georgia, LLC
|
Alabama
|
|
BriovaRx of Indiana, LLC
|
Indiana
|
BriovaRx
|
BriovaRx of Louisiana, L.L.C.
|
Louisiana
|
|
BriovaRx of Maine, Inc.
|
Maine
|
BriovaRx
|
BriovaRx of Massachusetts, LLC
|
Massachusetts
|
BriovaRx
|
BriovaRx of Nevada, LLC
|
Nevada
|
BriovaRx
BriovaRx of Nevada |
BriovaRx of New York, Inc.
|
New York
|
BriovaRx of New York
|
BriovaRx of Texas, Inc.
|
Texas
|
BriovaRx of Texas
|
BriovaRx Specialty, LLC
|
Delaware
|
BriovaRx Specialty
|
BriovaRx, LLC
|
Alabama
|
BriovaRx
|
Cabin Enterprises, LLC
|
Delaware
|
|
Cabin Holdings, LLC
|
Delaware
|
|
California MedTrans Network IPA LLC
|
California
|
|
California MedTrans Network MSO LLC
|
California
|
|
Camp Hill-SCA Centers, LLC
|
Delaware
|
|
Capital City Medical Group, L.L.C.
|
Louisiana
|
Peoples Health Clinical
|
Cardio Management, Inc.
|
Delaware
|
|
Care Improvement Plus Group Management, LLC
|
Maryland
|
|
Care Improvement Plus of Texas Insurance Company
|
Texas
|
Care Improvement Plan
|
Care Improvement Plus South Central Insurance Company
|
Arkansas
|
|
Care Improvement Plus Wisconsin Insurance Company
|
Wisconsin
|
|
Casa de Saúde Santa Therezinha S.A.
|
Brazil
|
|
Castle Rock SurgiCenter, LLC
|
Colorado
|
|
Catalyst360, LLC
|
Delaware
|
|
Catamaran Finance (Ireland) Unlimited Company
|
Dublin
|
|
Catamaran S.á.r.l.
|
Luxembourg
|
|
CDC Holdings Colombia S.A.S.
|
Colombia
|
|
Cedar Park Surgery Center, LLC
|
Texas
|
|
Cemed Care – Empresa de Atendimento Clínico Geral Ltda.
|
Brazil
|
|
Central de Compras SpA
|
Chile
|
|
Central Indiana Care Organization, LLC
|
Indiana
|
|
Central Ohio Care Organization, LLC
|
Ohio
|
|
CentrifyHealth, LLC
|
Delaware
|
|
CentriHealth Corporation
|
Ontario
|
|
CentriHealth UK Limited
|
United Kingdom
|
|
Centro de Entrenamiento en Reanimación y Prevención Limitada (CERP)
|
Chile
|
|
Centro de Servicios Compartidos Banmédica S.A.
|
Chile
|
|
Centro Médico Hospitalar Pitangueiras Ltda.
|
Brazil
|
|
Centro Médico Odontológico Americano S.A.C.
|
Peru
|
|
Centro Médico PJ Ltda.
|
Brazil
|
|
Centromed Quilpué S.A.
|
Chile
|
|
Centros Médicos y Dentales Multimed Ltda.
|
Chile
|
|
Channel Islands Surgicenter Properties, LLC
|
Delaware
|
|
Channel Islands Surgicenter, L.P.
|
California
|
|
Charleston Surgery Properties, LLC
|
Delaware
|
|
Charlotte-SC, LLC
|
Delaware
|
|
Childrens Surgery Center, LLC
|
Florida
|
|
ChinaGate (Hong Kong) Limited
|
Hong Kong
|
OptumInsight
|
Citrus Regional Surgery Center, L.P.
|
Tennessee
|
|
Clínica Alameda S.A.
|
Chile
|
|
Clínica Bío Bío S.A.
|
Chile
|
|
Clínica Ciudad del Mar S.A.
|
Chile
|
|
Clínica Dávila y Servicios Médicos S.A.
|
Chile
|
|
Clínica del Country S.A.
|
Colombia
|
|
Clínica Médico Cirúrgica de Santa Tecla, S.A.
|
Portugal
|
|
Clinica Oftalmologica Danilo de Castro Sociedade Simples
|
Brazil
|
|
Clínica San Borja (La Esperanza del Perú S.A.)
|
Peru
|
|
Clínica San Felipe S.A.
|
Peru
|
|
Clínica Sánchez Ferrer S.A.
|
Peru
|
|
Clínica Santa María S.A.
|
Chile
|
|
Clínica Vespucio S.A.
|
Chile
|
|
CLISA – Clínica de Santo António, S.A.
|
Portugal
|
|
CMO – Centro Médico de Oftalmologia S/S Ltda.
|
Brazil
|
|
CMS – Central de Manipulação e Serviços Farmacêuticos S.A.
|
Brazil
|
|
CNIC Health Solutions, Inc.
|
Colorado
|
Rocky Mountain Health Administrators, Inc.
Specialty Claims Solutions |
Coachella Valley Physicians of PrimeCare, Inc.
|
California
|
|
Coalition for Advanced Pharmacy Services, Inc.
|
Delaware
|
|
COI – Clínicas Oncológicas Integradas S.A.
|
Brazil
|
|
COI Participações S.A.
|
Brazil
|
|
Collaborative Care Holdings, LLC
|
Delaware
|
|
Collaborative Care Services, Inc.
|
Delaware
|
|
Collaborative Realty, LLC
|
New York
|
|
Colmedica Medicina Prepagada
|
Colombia
|
|
Colorado Springs Surgery Center, Ltd.
|
Colorado
|
|
Comfort Care Transportation, LLC
|
Texas
|
|
Connecticut Surgery Center, Limited Partnership
|
Connecticut
|
|
Connecticut Surgery Properties, LLC
|
Delaware
|
|
Connecticut Surgical Center, LLC
|
Delaware
|
|
Constructora e Inmobiliaria Magapoq S.A.
|
Chile
|
|
Consumer Wellness Solutions, Inc.
|
Delaware
|
|
Country Scan Ltda.
|
Colombia
|
|
Cypress Care, Inc.
|
Delaware
|
Optum Workers Compensation Services of Georgia
|
Danbury Surgical Center, L.P.
|
Georgia
|
|
Day-Op Surgery Consulting Company, LLC
|
Delaware
|
|
DBP Services of New York IPA, Inc.
|
New York
|
|
Dental Benefit Providers of California, Inc.
|
California
|
OptumHealth Dental of California
|
Dental Benefit Providers of Illinois, Inc.
|
Illinois
|
|
Dental Benefit Providers, Inc.
|
Delaware
|
DBP Services
DBP Services Inc. |
Derry Surgical Center, LLC
|
New Hampshire
|
|
Diagnóstico Ecotomográfico Centromed Ltda.
|
Chile
|
|
Diasnóstico por Imágenes Centromed Ltda.
|
Chile
|
|
Dilab Medicina Nuclear Ltda.
|
Brazil
|
|
Distance Learning Network, Inc.
|
Delaware
|
i3CME
OptumHealth Education |
Doctor + S.A.C.
|
Peru
|
|
Dry Creek Surgery Center, LLC
|
Colorado
|
|
DTC Surgery Center, LLC
|
Colorado
|
|
Dublin Surgery Center, LLC
|
Ohio
|
|
Duncan Printing Services, LLC
|
South Carolina
|
|
DWIC of Tampa Bay, Inc.
|
Florida
|
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 - Clewiston, W Sugarland Hwy MedExpress Urgent Care - Deland, N Woodland Blvd MedExpress Urgent Care - Estero, S Tamiami Trl MedExpress Urgent Care - Fort Meyers, S Cleveland Ave MedExpress Urgent Care - Golden Gate, Collier Blvd. MedExpress Urgent Care - Hudson, State Road 52 MedExpress Urgent Care - Jacksonville, Atlantic Blvd. MedExpress Urgent Care - Jacksonville, Merrill Rd MedExpress Urgent Care - Lakeland, N Road 98 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 - Palm Beach Gardens MedExpress Urgent Care - Port Charlotte, Tamiami Trl MedExpress Urgent Care - Seffner MedExpress Urgent Care - Vero Beach, US Highway 1 MedExpress Urgent Care - West Tampa |
E Street Endoscopy, LLC
|
Florida
|
|
Ear Professionals International Corporation
|
Delaware
|
EPIC Hearing Healthcare
|
East Brunswick Surgery Center, LLC
|
New Jersey
|
|
eCode Solutions, LLC
|
Delaware
|
|
Electronic Network Systems, Inc.
|
Delaware
|
|
Elual Participações S.A.
|
Brazil
|
|
Emmaus Holdings, LLC
|
New Jersey
|
|
Empire Physician Management Company, LLC
|
California
|
|
Empremédica S. A.
|
Peru
|
|
Endoscopy Center Affiliates, Inc.
|
Delaware
|
|
EP Campus I, LLC
|
Delaware
|
|
Esho – Empresa de Serviços Hospitalares S.A.
|
Brazil
|
|
Etho – Empresa de Tecnologia Hospitalar Ltda.
|
Brazil
|
|
Evercare Collaborative Solutions, Inc.
|
Delaware
|
|
Excellion Serviços Biomédicos Ltda.
|
Brazil
|
|
Executive Health Resources, Inc.
|
Pennsylvania
|
|
Executive Surgery Center, LLC
|
Texas
|
|
Family Health Care Services
|
Nevada
|
Southwest Medical Associates Home Health
|
Family Home Hospice, Inc.
|
Nevada
|
Family Home Hospice and Palliative Care
Southwest Medical Associates Hospice and Palliative Care |
Florida MedTrans Network LLC
|
Florida
|
|
Florida MedTrans Network MSO LLC
|
Florida
|
|
FMG Holdings, LLC
|
Delaware
|
|
For Health of Arizona, Inc.
|
Arizona
|
Geriatrix of Arizona
INSPIRIS of Arizona |
For Health, Inc.
|
Delaware
|
|
Fortify Technologies Asia, LLC
|
Phillipines
|
|
Fortify Technologies, LLC
|
Minnesota
|
|
Franklin Surgical Center, LLC
|
New Jersey
|
|
Freeway Surgicenter of Houston, LLC
|
Texas
|
|
Frontier Medex Tanzania Limited
|
Tanzania
|
|
FrontierMEDEX (RMS), Inc.
|
Delaware
|
|
FrontierMEDEX Government Services, LLC
|
Delaware
|
|
FrontierMEDEX Kenya Limited
|
Nairobi
|
|
FrontierMEDEX US, Inc.
|
Delaware
|
|
FrontierMEDEX, Inc.
|
Minnesota
|
UnitedHealthcare Global
|
Fundación Banmédica
|
Chile
|
|
Gadsden Surgery Center, LLC
|
Delaware
|
|
Gadsden Surgery Center, Ltd.
|
Alabama
|
|
Gainesville Surgery Center, L.P.
|
Tennessee
|
|
Gainesville Surgery Properties, LLC
|
Delaware
|
|
Genoa Healthcare LLC
|
Pennsylvania
|
|
Genoa Healthcare, Inc.
|
Delaware
|
|
Genoa of Arkansas, LLC
|
Arkansas
|
|
Genoa Technology (Canada) Inc.
|
Canada
|
|
Genoa Technology, Inc.
|
Delaware
|
|
Genoa Telepsychiatry, Inc.
|
Delaware
|
1DocWay, Inc.
|
Genoa, QoL Wholesale, LLC
|
Delaware
|
|
gethealthinsurance.com Agency Inc.
|
Indiana
|
UnitedOne Insurance Agency
|
Glenwood Surgical Center, L.P.
|
California
|
|
Glenwood-SC, Inc.
|
Tennessee
|
|
Golden Outlook, Inc.
|
California
|
Golden Outlook
Golden Outlook Insurance Services |
Golden Rule Financial Corporation
|
Delaware
|
|
Golden Rule Insurance Company
|
Indiana
|
UnitedHealthOne
|
Golden Triangle Surgicenter, L.P.
|
California
|
|
GRANTS PASS SURGERY CENTER, LLC
|
Oregon
|
|
Greater Hartford ASC, LLC
|
Connecticut
|
|
Grove Place Surgery Center, L.L.C.
|
Florida
|
|
H&W Indemnity (SPC), Ltd.
|
Grand Cayman
|
|
H.I. Investments Holding Company, LLC
|
Delaware
|
|
Handles Merger Sub, Inc.
|
Delaware
|
|
Harken Health Insurance Company
|
Wisconsin
|
|
Hayes-Strub, LLC
|
Ohio
|
|
hCentive, Inc.
|
Delaware
|
|
Health Inventures Employment Solutions, LLC
|
Delaware
|
|
Health Inventures, LLC
|
Delaware
|
|
Health Net Services (Cayman) PIC
|
Grand Cayman
|
|
Health Plan of Nevada, Inc.
|
Nevada
|
|
HealthAllies, Inc.
|
Delaware
|
OptumHealth Allies
|
Healthcare Solutions, Inc.
|
Delaware
|
Optum Healthcare Solutions of Georgia
|
HealthFirst IPA, Inc.
|
Colorado
|
|
Help S.A.
|
Chile
|
|
Help Service S.A.
|
Chile
|
|
Highlands Ranch Healthcare, LLC
|
Colorado
|
|
Home Medical S.A.
|
Chile
|
|
Hospice Inspiris Holdings, Inc.
|
Tennessee
|
|
Hospitais Associados de Pernambuco Ltda.
|
Brazil
|
|
Hospital Alvorada de Taguatinga Ltda.
|
Brazil
|
|
Hospital Ana Costa S.A.
|
Brazil
|
|
Hospital de Clínicas de Jacarepaguá Ltda.
|
Brazil
|
|
Hospital Samaritano de São Paulo Ltda.
|
Brazil
|
|
Hospital Santa Helena S.A.
|
Brazil
|
|
Humedica, Inc.
|
Delaware
|
|
Hygeia Corporation
|
Delaware
|
|
Hygeia Corporation (Ontario)
|
Ontario
|
|
Illinois Independent Care Network
|
Delaware
|
|
Imed Star – Serviços de Desempenho Organizacional Ltda.
|
Brazil
|
|
Impel Consulting Experts, L.L.C.
|
Texas
|
|
Impel Management Services, L.L.C.
|
Texas
|
Impel Consulting Experts
|
Indian River Surgery Center, Ltd.
|
Florida
|
|
Indian River Surgery Properties, LLC
|
Florida
|
|
Indiana Care Organization, LLC
|
Indiana
|
|
Ingram & Associates, LLC
|
Tennessee
|
Ingram & Associates, LLC (Tennessee)
Ingram & Associates,(Tennessee) LLC Ingram BPO Services, LLC |
Inmobiliaria Apoquindo 3001 S.A.
|
Chile
|
|
Inmobiliaria Apoquindo 3600 Ltda.
|
Chile
|
|
Inmobiliaria Apoquindo S.A.
|
Chile
|
|
Inmobiliaria Clínica Santa María S.A.
|
Chile
|
|
Inmobiliaria e Inversiones Alameda S.A.
|
Chile
|
|
Inmobiliaria Viñamed Ltda.
|
Chile
|
|
INOV8 Surgical at Memorial City, LLC
|
Texas
|
|
inPharmative, Inc.
|
Nevada
|
|
INSPIRIS of New York IPA, Inc.
|
New York
|
Care Level Management of New York
OptumCare Network IPA |
INSPIRIS of New York Management, Inc.
|
New York
|
INSPIRIS of New York Management
|
INSPIRIS of Texas Physician Group
|
Texas
|
Optum Clinic
Optum Clinic + Medical Spa Optum Clinic + Urgent Care |
Inspiris, Inc.
|
Delaware
|
|
Inversiones Clínicas Santa María S.A.
|
Chile
|
|
Isapre Banmédica S.A.
|
Chile
|
|
Isapre Vida Tres S.A.
|
Chile
|
|
Johnston Surgicare, L.P.
|
Rhode Island
|
|
Joliet Surgery Center Limited Partnership
|
Illinois
|
|
Laboratorio ROE S.A.
|
Peru
|
|
Laboratorios Médicos Amed Quilpué S.A.
|
Chile
|
|
Liberty Anesthesia Services, LLC
|
Illinois
|
|
Lifeprint Accountable Care Organization, LLC
|
Delaware
|
Optum Accountable Care, Arizona
|
Lifeprint East, Inc.
|
Delaware
|
OptumCare Network of Connecticut
|
LifePrint Health, Inc.
|
Delaware
|
Optum Medical Network
OptumCare Medical Network Optumcare Network of Indiana |
Logistics Health, Inc.
|
Wisconsin
|
|
Lotten-Eyes Oftalmologia Clinica e Cirurgica Ltda.
|
Brazil
|
|
Louisville S.C., Ltd.
|
Kentucky
|
|
Louisville-SC Properties, Inc.
|
Kentucky
|
|
Loyola Ambulatory Surgery Center at Oakbrook, Inc.
|
Illinois
|
|
Lusíadas - Parcerias Cascais, S.A.
|
Portugal
|
|
Lusíadas A.C.E.
|
Portugal
|
|
Lusíadas, S.A.
|
Portugal
|
|
Lusíadas, SGPS, S.A.
|
Portugal
|
|
MAMSI Insurance Resources, LLC
|
Maryland
|
|
MAMSI Life and Health Insurance Company
|
Maryland
|
|
Managed Physical Network, Inc.
|
New York
|
|
March Holdings, Inc.
|
California
|
|
March Vision Care, Inc.
|
California
|
|
Marin Surgery Holdings, Inc.
|
Delaware
|
|
Maryland Ambulatory Centers
|
Maryland
|
|
Maryland-SCA Centers, LLC
|
Delaware
|
|
Massachusetts Assurance Co., Ltd.
|
Grand Cayman
|
|
Massachusetts Avenue Surgery Center, LLC
|
Maryland
|
|
McKenzie Surgery Center, L.P.
|
Tennessee
|
|
MD Ops, Inc.
|
California
|
CHIEF
Community Health Information Exchange Foundation |
MD-Individual Practice Association, Inc.
|
Maryland
|
M.D. IPA
M.D. IPA HEALTH M.D. IPA PREFERRED |
ME AHS UC LLC
|
Delaware
|
|
Medalliance Net Ltda.
|
Brazil
|
|
MEDEX Insurance Services, Inc.
|
Maryland
|
MEDEX Insurance Agency
MGG Insurance Services |
MedExpress Development, LLC
|
Florida
|
|
MedExpress Urgent Care Alabama, LLC
|
Alabama
|
|
MedExpress Urgent Care Maine, Inc.
|
Maine
|
|
MedExpress Urgent Care New Hampshire, Inc.
|
New Hampshire
|
|
MedExpress Urgent Care of Boynton Beach, LLC
|
Florida
|
MedExpress Urgent Care - Boca Raton
MedExpress Urgent Care - Coral Springs MedExpress Urgent Care - Palm Beach Gardens MedExpress Urgent Care - Royal Palm Beach |
MedExpress Urgent Care, Inc. - Ohio
|
Ohio
|
|
Medica Health Plans of Florida, Inc.
|
Florida
|
|
Medica HealthCare Plans, Inc.
|
Florida
|
|
Medical Hilfe S.A.
|
Chile
|
|
Medical Surgical Centers of America, Inc.
|
Delaware
|
|
Medical Transportation Services, LLC
|
Florida
|
MTS
|
Medication Management Systems, Inc.
|
Minnesota
|
|
MedSynergies, LLC
|
Delaware
|
|
Melbourne Surgery Center, LLC
|
Georgia
|
|
Memorial City Holdings, LLC
|
Delaware
|
|
Memorial City Partners, LLC
|
Delaware
|
|
Memphis-SC, LLC
|
Tennessee
|
|
Memphis-SP, LLC
|
Tennessee
|
|
Mesquite Liberty, LLC
|
Nevada
|
|
Metropolitan Medical Partners, LLC
|
Maryland
|
|
Metropolitan Medical Transportation IPA, LLC
|
New York
|
|
MHC Real Estate Holdings, LLC
|
California
|
|
MIAMI SURGERY CENTER, LLC
|
Delaware
|
|
Midwest Center for Day Surgery, LLC
|
Illinois
|
|
Mile High SurgiCenter, LLC
|
Colorado
|
|
Mississippi Surgery Holdings, LLC
|
Delaware
|
|
Mississippi Surgical Center Limited Partnership
|
Mississippi
|
|
Modern Medical, Inc.
|
Ohio
|
MMI of Ohio, Inc.
Modern Medical of Ohio, Inc. Optum Workers Compensation Medical Services Optum Workers Compensation Services Optum WorkersCompensation Medical Services |
Monarch Management Services, Inc.
|
Delaware
|
|
Montgomery Surgery Center Limited Partnership
|
Maryland
|
|
MSLA Management LLC
|
Delaware
|
|
Mt. Pleasant Surgery Center, L.P.
|
Tennessee
|
|
Multiangio Ltda.
|
Brazil
|
|
Muskogee Surgical Investors, LLC
|
Oklahoma
|
|
Mustang Razorback Holdings, Inc.
|
Delaware
|
|
My Wellness Solutions, LLC
|
Delaware
|
|
NAMM Holdings, Inc.
|
Delaware
|
|
Nashville-SCA Surgery Centers, Inc.
|
Tennessee
|
|
National MedTrans, LLC
|
New York
|
|
National Pacific Dental, Inc.
|
Texas
|
|
National Surgery Centers, LLC
|
Delaware
|
|
Neighborhood Health Partnership, Inc.
|
Florida
|
|
Netwerkes, LLC
|
Tennessee
|
|
Nevada Pacific Dental
|
Nevada
|
|
New Orleans Regional Physician Hospital Organization, L.L.C.
|
Louisiana
|
Peoples Health
Peoples Health Network |
New West Physicians, Inc.
|
Colorado
|
Elk Ridge Family Medicine
HEALTHFIRST PHYSICIANS New West Physicians Physician Alliance of the Rockies |
Newton Holdings, LLC
|
Delaware
|
|
North American Medical Management California, Inc.
|
Tennessee
|
|
Northern Nevada Health Network, Inc.
|
Nevada
|
|
Northern Rockies Surgery Center, L.P.
|
Tennessee
|
|
Northern Rockies Surgicenter, Inc.
|
Montana
|
|
Northwest Surgicare, LLC
|
Delaware
|
|
Northwest Surgicare, Ltd., an Illinois Limited Partnership
|
Illinois
|
|
NSC Fayetteville, LLC
|
Delaware
|
|
NSC Greensboro, LLC
|
Delaware
|
|
NSC Lancaster, LLC
|
Delaware
|
|
NSC Seattle, Inc.
|
Washington
|
|
NSC Upland, LLC
|
Delaware
|
|
Omesa S.A.
|
Chile
|
|
Oncocare S.A.C.
|
Peru
|
|
OneNet PPO, LLC
|
Maryland
|
|
Optimum Choice, Inc.
|
Maryland
|
|
Optum Bank, Inc.
|
Utah
|
Exante Bank, Inc.
OptumHealth Bank, Inc. |
Optum Biometrics, Inc.
|
Illinois
|
Wellness, Inc.
Wellness, Inc., which will do business in California as Illinois Wellness, Inc. |
Optum Care Services Company
|
Tennessee
|
Care Level Management of Florida
Inspiris of Florida |
Optum Care, Inc.
|
Delaware
|
|
Optum Clinics Holdings, Inc.
|
Delaware
|
|
Optum Clinics Intermediate Holdings, Inc.
|
Delaware
|
|
Optum Digital Health Holdings, LLC
|
Delaware
|
|
Optum Finance (Ireland) Unlimited Company
|
Dublin
|
|
Optum Global Solutions (India) Private Limited
|
India
|
|
Optum Global Solutions (Philippines), Inc.
|
Phillipines
|
|
Optum Global Solutions International B.V.
|
Netherlands
|
|
Optum Government Solutions, Inc.
|
Delaware
|
|
Optum Health & Technology (Hong Kong) Limited
|
Hong Kong
|
|
Optum Health & Technology (India) Private Limited
|
India
|
|
Optum Health & Technology (Singapore) Pte. Ltd.
|
Singapore
|
|
Optum Health & Technology (UK) Limited
|
United Kingdom
|
|
Optum Health & Technology (US), LLC
|
Missouri
|
|
Optum Health & Technology Holdings (US), Inc.
|
Missouri
|
|
Optum Health & Technology Serviços do Brasil Ltda.
|
Brazil
|
|
Optum Health and Technology FZ-LLC
|
Dubai
|
|
Optum Health Services (Canada) Ltd.
|
British Columbia
|
Interlock Employee and Family Assistance
|
Optum Health Solutions (Australia) Pty Ltd
|
Australia
|
|
Optum Health Solutions (UK) Limited
|
United Kingdom
|
|
Optum Healthcare of Illinois, Inc.
|
Georgia
|
|
Optum Hospice Pharmacy Services, LLC
|
Delaware
|
HospiScript Services
Optum Hospice Pharmacy Services Optum Hospice Pharmacy Services Administrator |
Optum Insurance of Ohio, Inc.
|
Ohio
|
|
Optum Labs Dimensions, Inc.
|
Delaware
|
|
Optum Labs International (UK) Ltd.
|
United Kingdom
|
|
Optum Labs, Inc.
|
Delaware
|
|
Optum Life Sciences (Canada) Inc.
|
Ontario
|
|
Optum Management Consulting (Shanghai) Co., Ltd.
|
China
|
|
Optum Nevada Accountable Care Organization LLC
|
Delaware
|
|
Optum of New York, Inc.
|
New York
|
|
Optum Palliative and Hospice Care of Pennsylvania, Inc.
|
Tennessee
|
Evercare Hospice & Palliative Care
|
Optum Palliative and Hospice Care of Texas, Inc.
|
Tennessee
|
Evercare Hospice & Palliative Care
|
Optum Palliative and Hospice Care, Inc.
|
Delaware
|
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 Colorado Springs Evercare Palliative Services of Denver Evercare Palliative Services of Dover Evercare Palliative Services of Vienna |
Optum Public Sector Solutions, Inc.
|
Delaware
|
Ingenix Public Sector Solutions
Ingenix Public Sector Solutions, Inc. |
Optum Rocket, Inc.
|
Delaware
|
|
Optum Senior Services, LLC
|
Alabama
|
SeniorScript
|
Optum Services (Ireland) Limited
|
Dublin
|
|
Optum Services (Puerto Rico) LLC
|
Puerto Rico
|
|
Optum Services, Inc.
|
Delaware
|
|
Optum Solutions do Brasil – Tecnologia e Serviços de Suporte Ltda.
|
Brazil
|
|
Optum Solutions UK Holdings Limited
|
United Kingdom
|
|
Optum Technology, Inc.
|
Delaware
|
|
Optum UK Solutions Group Limited
|
United Kingdom
|
|
Optum Women's and Children's Health, LLC
|
Delaware
|
|
Optum, Inc.
|
Delaware
|
|
Optum360 Services, Inc.
|
Delaware
|
|
Optum360 Solutions, LLC
|
Delaware
|
|
Optum360, LLC
|
Delaware
|
|
OptumHealth Care Solutions, LLC
|
Delaware
|
|
OptumHealth Financial Services, Inc.
|
Delaware
|
|
OptumHealth Holdings, LLC
|
Delaware
|
|
OptumHealth International B.V.
|
Netherlands
|
|
OptumInsight Holdings, LLC
|
Delaware
|
|
OptumInsight Life Sciences, Inc.
|
Delaware
|
Innovus
QualityMetric QualityMetric Incorporated |
OptumInsight, Inc.
|
Delaware
|
Ingenix
Ingenix, Inc. Optum |
OptumRx Administrative Services, LLC
|
Texas
|
|
OptumRx Discount Card Services, LLC
|
Delaware
|
|
OptumRx Group Holdings, Inc.
|
Delaware
|
|
OptumRx Health Solutions, LLC
|
Delaware
|
|
OptumRx Holdings I, LLC
|
Delaware
|
|
OptumRx Holdings, LLC
|
Delaware
|
|
OptumRx Home Delivery of Ohio, LLC
|
Ohio
|
OptumRx at Nationwide
OptumRx of Ohio |
OptumRx IPA III, Inc.
|
New York
|
|
OptumRx NY IPA, Inc.
|
New York
|
|
OptumRx of Pennsylvania, LLC
|
Delaware
|
FutureScripts Secure
|
OptumRx PBM of Illinois, Inc.
|
Delaware
|
|
OptumRx PBM of Maryland, LLC
|
Nevada
|
|
OptumRx PBM of Pennsylvania, LLC
|
Pennsylvania
|
FutureScripts
|
OptumRx PBM of Puerto Rico, LLC
|
Nevada
|
|
OptumRx PBM of Wisconsin, LLC
|
Wisconsin
|
OptumRx PBM Administrator of Wisconsin
|
OptumRx PD of Pennsylvania, LLC
|
Pennsylvania
|
|
OptumRx Pharmacy of Nevada, Inc.
|
Nevada
|
Culinary
Culinary Pharmacy |
OptumRx Pharmacy, Inc.
|
Delaware
|
|
OptumRx, Inc.
|
California
|
hi HealthInnovations
OptumRx OptumRx Pharmacy at Collins Aerospace OptumRx Pharmacy at Rockwell Collins |
Orlando Center for Outpatient Surgery, L.P.
|
Georgia
|
|
OrthoNet Holdings, Inc.
|
Delaware
|
|
OrthoNet LLC
|
New York
|
OrthoNet of New York
|
OrthoNet New York IPA, Inc.
|
New York
|
|
OrthoNet of the Mid-Atlantic, Inc.
|
Delaware
|
|
OrthoNet of the South, Inc.
|
Delaware
|
|
OrthoNet Services, Inc.
|
Delaware
|
|
OrthoNet West, Inc.
|
Delaware
|
|
Ovations, Inc.
|
Delaware
|
|
Oxford Benefit Management, Inc.
|
Connecticut
|
|
Oxford Health Insurance, Inc.
|
New York
|
|
Oxford Health Plans (CT), Inc.
|
Connecticut
|
|
Oxford Health Plans (NJ), Inc.
|
New Jersey
|
|
Oxford Health Plans (NY), Inc.
|
New York
|
|
Oxford Health Plans LLC
|
Delaware
|
Oxford Agency - Oxford Health Plans Inc.
|
P2P Link, LLC
|
Delaware
|
|
PacifiCare Life and Health Insurance Company
|
Indiana
|
UnitedHealthOne
|
PacifiCare Life Assurance Company
|
Colorado
|
UnitedHealthOne
|
PacifiCare of Arizona, Inc.
|
Arizona
|
PacifiCare
Secure Horizons |
PacifiCare of Colorado, Inc.
|
Colorado
|
Comprecare, Inc.
Secure Horizons |
PacifiCare of Nevada, Inc.
|
Nevada
|
PacifiCare
|
Pacífico S.A. Entidad Prestadora de Salud
|
Peru
|
|
Paoli Ambulatory Surgery Center
|
Pennsylvania
|
|
Paoli Surgery Center, L.P.
|
Tennessee
|
|
Parkway Surgery Center, LLC
|
Delaware
|
|
Pasteur Plaza Surgery Center GP, Inc.
|
Delaware
|
|
Patrimonio Autónomo Clínica del Country (Colombia)
|
Colombia
|
|
Patrimonio Autónomo Clínica la Colina (Colombia)
|
Colombia
|
|
Patrimonio Autónomo Nueva Clínica - PANC.
|
Colombia
|
|
Payment Resolution Services, LLC
|
Tennessee
|
|
PCCCV, Inc.
|
California
|
|
Peoples Health, Inc.
|
Louisiana
|
|
Pharmacy Software Holdco, Inc.
|
Pennsylvania
|
|
PHC Subsidiary Holdings, LLC
|
Texas
|
|
Physician Alliance of the Rockies, LLC
|
Colorado
|
|
PHYSICIANS DAY SURGERY CENTER, LLC
|
Florida
|
|
Physicians Health Choice of Texas, LLC
|
Texas
|
Physicians Health Choice
|
Physicians Health Plan of Maryland, Inc.
|
Maryland
|
|
Physicians Plaza Holdings, LLC
|
California
|
|
Plano de Saúde Ana Costa Ltda.
|
Brazil
|
|
Plus One Health Management Puerto Rico, Inc.
|
Puerto Rico
|
|
Plus One Holdings, Inc.
|
Delaware
|
|
PMI Acquisition, LLC
|
Delaware
|
|
PMSI Holdings, LLC
|
Delaware
|
|
PMSI Settlement Solutions, LLC
|
Florida
|
Helios
Optum Settlement Solutions |
PMSI, LLC
|
Florida
|
Helioscomp, LLC
Optum Optum Workers Compensation Services of Florida |
Polar II Fundo de Investimento em Participações Multiestrategia
|
Brazil
|
|
Polo Holdco, LLC
|
Delaware
|
|
POMCO Network, Inc.
|
New York
|
|
POMCO of Florida Ltd., Inc.
|
Florida
|
|
POMCO West, Inc.
|
Delaware
|
|
POMCO, Inc.
|
New York
|
EM Risk Management
Pomco Pomco Group Benefit Administrators |
Pomcoplus, LLC
|
New York
|
AllMed Audit Services
Recovery Resource Specialist |
Pomerado Outpatient Surgical Center, Inc.
|
California
|
|
Pomerado Outpatient Surgical Center, L.P.
|
California
|
|
Preferred Care Partners Holding, Corp.
|
Florida
|
UnitedHealthcare
|
Preferred Care Partners Medical Group, Inc.
|
Florida
|
|
Preferred Care Partners, Inc.
|
Florida
|
|
Premier Choice ACO, Inc.
|
California
|
|
Premier Surgery Center of Louisville, L.P.
|
Tennessee
|
|
Prime Health, Inc.
|
Nevada
|
Med One Works
|
PrimeCare Medical Network, Inc.
|
California
|
|
PrimeCare of Citrus Valley, Inc.
|
California
|
|
PrimeCare of Corona, Inc.
|
California
|
|
PrimeCare of Hemet Valley, Inc.
|
California
|
|
PrimeCare of Inland Valley, Inc.
|
California
|
|
PrimeCare of Moreno Valley, Inc.
|
California
|
|
PrimeCare of Redlands, Inc.
|
California
|
|
PrimeCare of Riverside, Inc.
|
California
|
|
PrimeCare of San Bernardino, Inc.
|
California
|
|
PrimeCare of Sun City, Inc.
|
California
|
|
PrimeCare of Temecula, Inc.
|
California
|
|
Procura Management, Inc.
|
Delaware
|
Optum Managed Care Services
|
Progressive Enterprises Holdings, Inc.
|
Delaware
|
|
Progressive Medical, LLC
|
Ohio
|
Automed Solutions
Helios Optum Workers Compensation Services of Ohio PMI Medical Solutions, LLC PMI Solutions, LLC Progressive Medical Solutions, LLC Progressive Medical, LLC of Ohio |
ProHEALTH Fitness of Lake Success, LLC
|
New York
|
|
ProHEALTH Medical Management, LLC
|
Delaware
|
|
ProHealth Physicians ACO, LLC
|
Connecticut
|
|
ProHealth Physicians, Inc.
|
Connecticut
|
|
ProHealth Proton Center Management, LLC
|
Delaware
|
|
Promotora Country S.A.
|
Colombia
|
|
Pronounced Health Solutions, Inc.
|
Delaware
|
|
Prosemedic S.A.C.
|
Peru
|
|
Pueblo Ambulatory Surgery Center, LLC
|
Colorado
|
|
Pueblo-SCA Surgery Center, LLC
|
Delaware
|
|
Pulse Platform, LLC
|
Delaware
|
|
QoL Acquisition Holdings Corp.
|
Delaware
|
|
Quality Software Services, Inc.
|
Maryland
|
Optum
Optum, Inc. Q.S.S., Inc. QSSI |
Rally Health, Inc.
|
Delaware
|
|
Real Appeal, Inc.
|
Delaware
|
|
Recaudación y Cobranzas Honodav Ltda.
|
Chile
|
|
Redlands Ambulatory Surgery Center
|
California
|
|
Redlands-SCA Surgery Centers, Inc.
|
California
|
|
Reliant MSO, LLC
|
Delaware
|
|
River Valley ASC, LLC
|
Connecticut
|
|
Riverside Medical Management, LLC
|
Delaware
|
|
Rocky Mountain Health Maintenance Organization, Incorporated
|
Colorado
|
Rocky Mountain Health Plans
Rocky Mountain HMO |
Rocky Mountain Health Management Corporation
|
Colorado
|
Rocky Mountain Health Advantage
Rocky Mountain HMC Western Health Plans, Inc. |
Rocky Mountain HealthCare Options, Inc.
|
Colorado
|
HealthCare Options, Inc.
Rocky Mountain HCO |
Saden S.A.
|
Chile
|
|
Salem Surgery Center, LLC
|
Oregon
|
|
Salveo Specialty Pharmacy, Inc.
|
Delaware
|
|
Sand Lake SurgiCenter, LLC
|
Florida
|
|
Santa Cruz Endoscopy Center, LLC
|
California
|
|
Santa Helena Assistência Médica S.A.
|
Brazil
|
|
Santos Administração e Participações S.A.
|
Brazil
|
|
Savvysherpa Administrative Services, LLC
|
Minnesota
|
|
Savvysherpa Asia, Inc.
|
Phillipines
|
|
Savvysherpa, LLC
|
Delaware
|
|
SC Affiliates, LLC
|
Delaware
|
|
SCA Athens, LLC
|
Delaware
|
|
SCA Austin Holdings, LLC
|
Delaware
|
|
SCA BOSC Holdings, LLC
|
Delaware
|
|
SCA California Surgical Holdings, LLC
|
Delaware
|
|
SCA Capital, LLC
|
Delaware
|
|
SCA Cedar Park Holdings, LLC
|
Delaware
|
|
SCA Danbury Surgical Center, LLC
|
Delaware
|
|
SCA Development, LLC
|
Delaware
|
|
SCA eCode Solutions Private Limited
|
India
|
|
SCA EHSC Holdings, LLC
|
Delaware
|
|
SCA EWASC Holdings, LLC
|
Delaware
|
|
SCA Hays Holdings, LLC
|
Delaware
|
|
SCA Heartland Holdings, LLC
|
Delaware
|
|
SCA HoldCo, Inc.
|
Delaware
|
|
SCA Holding Company, Inc.
|
Delaware
|
|
SCA Holdings, Inc.
|
California
|
|
SCA IEC Holdings, LLC
|
Delaware
|
|
SCA Indiana Holdings, LLC
|
Delaware
|
|
SCA Nashville ASC, LLC
|
Tennessee
|
|
SCA of Clarksville, Inc.
|
Tennessee
|
|
SCA Pacific Holdings, Inc.
|
California
|
|
SCA Pennsylvania Holdings, LLC
|
Delaware
|
|
SCA Premier Surgery Center of Louisville, LLC
|
Delaware
|
|
SCA Rockledge JV, LLC
|
Delaware
|
|
SCA ROCS Holdings, LLC
|
Delaware
|
|
SCA Southwestern PA, LLC
|
Delaware
|
|
SCA Specialists of Florida, LLC
|
Delaware
|
|
SCA SSC Holdings, LLC
|
Delaware
|
|
SCA SSSC Holdings, LLC
|
Delaware
|
|
SCA Stonegate Holdings, LLC
|
Delaware
|
|
SCA Surgery Center of Cullman, LLC
|
Delaware
|
|
SCA Surgery Holdings, LLC
|
Delaware
|
|
SCA Surgery Partners, LLC
|
Delaware
|
|
SCA Surgicare of Laguna Hills, LLC
|
Delaware
|
|
SCA Teammate Support Network
|
Alabama
|
|
SCA-Albuquerque Surgery Properties, Inc.
|
New Mexico
|
|
SCA-Alliance, LLC
|
Delaware
|
|
SCA-Anne Arundel, LLC
|
Delaware
|
|
SCA-Bethesda, LLC
|
Delaware
|
|
SCA-Blue Ridge, LLC
|
Delaware
|
|
SCA-Bonita Springs, LLC
|
Delaware
|
|
SCA-Brandon, LLC
|
Delaware
|
|
SCA-Brazil, LLC
|
Delaware
|
|
SCA-Castle Rock, LLC
|
Delaware
|
|
SCA-Central Florida, LLC
|
Florida
|
|
SCA-Charleston, LLC
|
Delaware
|
|
SCA-Chatham, LLC
|
Delaware
|
|
SCA-Cherry Creek, LLC
|
Delaware
|
|
SCA-Chevy Chase, LLC
|
Delaware
|
|
SCA-Citrus, Inc.
|
Tennessee
|
|
SCA-Colorado Springs, LLC
|
Delaware
|
|
SCA-Connecticut Partners, LLC
|
Delaware
|
|
SCA-Davenport, LLC
|
Delaware
|
|
SCA-Derry, LLC
|
Delaware
|
|
SCA-Doral, LLC
|
Delaware
|
|
SCA-DRY CREEK, LLC
|
Delaware
|
|
SCA-DTC Holdings, LLC
|
Delaware
|
|
SCA-Dublin, LLC
|
Delaware
|
|
SCA-Encinitas, Inc.
|
Delaware
|
|
SCA-Eugene, Inc.
|
Tennessee
|
|
SCA-First Coast, LLC
|
Delaware
|
|
SCA-Florence, LLC
|
Delaware
|
|
SCA-Fort Collins, Inc.
|
Colorado
|
|
SCA-Fort Walton, Inc.
|
Tennessee
|
|
SCA-Franklin, LLC
|
Delaware
|
|
SCA-Frederick, LLC
|
Delaware
|
|
SCA-Freeway Holdings, LLC
|
Delaware
|
|
SCA-Ft. Myers, LLC
|
Delaware
|
|
SCA-Gainesville, LLC
|
Delaware
|
|
SCA-Gladiolus, LLC
|
Delaware
|
|
SCA-GRANTS PASS, LLC
|
Delaware
|
|
SCA-Grove Place, LLC
|
Delaware
|
|
SCA-Hagerstown, LLC
|
Delaware
|
|
SCA-Hamden, LLC
|
Delaware
|
|
SCA-Hilton Head, LLC
|
Delaware
|
|
SCA-Honolulu, LLC
|
Delaware
|
|
SCA-Houston Executive, LLC
|
Delaware
|
|
SCAI Holdings, LLC
|
Delaware
|
|
SCA-Illinois, LLC
|
Delaware
|
|
SCA-IT Holdings, LLC
|
Delaware
|
|
SCA-Kissing Camels Holdings, LLC
|
Delaware
|
|
SCA-Main Street, LLC
|
Delaware
|
|
SCA-Marina del Rey, LLC
|
California
|
|
SCA-MC VBP, Inc.
|
Delaware
|
|
SCA-Mecklenburg Development Corp.
|
North Carolina
|
|
SCA-Memorial City, LLC
|
Delaware
|
|
SCA-Merritt, LLC
|
Delaware
|
|
SCA-Midlands, LLC
|
Delaware
|
|
SCA-Midway Management, LLC
|
Illinois
|
|
SCA-Mile High Holdings, LLC
|
Delaware
|
|
SCA-Mobile, LLC
|
Delaware
|
|
SCA-Mokena Properties, LLC
|
Delaware
|
|
SCA-Mokena, LLC
|
Delaware
|
|
SCA-Mt. Pleasant, LLC
|
Delaware
|
|
SCA-Naperville, LLC
|
Delaware
|
|
SCA-Naples, LLC
|
Delaware
|
|
SCA-ND VBP, Inc.
|
Delaware
|
|
SCA-New Jersey, LLC
|
Delaware
|
|
SCA-Newport Beach, LLC
|
California
|
|
Scanner Centromed S.A.
|
Chile
|
|
SCA-Northeast Georgia Health, LLC
|
Tennessee
|
|
SCA-Ortho Holdings, LLC
|
Delaware
|
|
SCA-Palm Beach MSO Holdings, LLC
|
Delaware
|
|
SCA-Palm Beach, LLC
|
Delaware
|
|
SCA-Paoli, LLC
|
Delaware
|
|
SCA-Phoenix, LLC
|
Delaware
|
|
SCA-Pocono, LLC
|
Delaware
|
|
SCA-PORTLAND, LLC
|
Delaware
|
|
SCA-River Valley, LLC
|
Delaware
|
|
SCA-Rockville, LLC
|
Florida
|
|
SCA-San Diego, Inc.
|
Delaware
|
|
SCA-San Luis Obispo, LLC
|
Delaware
|
|
SCA-Sand Lake, LLC
|
Florida
|
|
SCA-Santa Rosa, Inc.
|
Nevada
|
|
SCA-Shelby Development Corp.
|
Tennessee
|
|
SCA-Somerset, LLC
|
Delaware
|
|
SCA-South Jersey, LLC
|
Delaware
|
|
SCA-Sovereign Santa Monica, LLC
|
Delaware
|
|
SCA-Sparta, LLC
|
Delaware
|
|
SCA-Spartanburg Holdings, LLC
|
Delaware
|
|
SCA-St. Louis, LLC
|
Delaware
|
|
SCA-St. Lucie, LLC
|
Delaware
|
|
SCA-SurgiCare, LLC
|
Delaware
|
|
SCA-Swiftpath, LLC
|
Delaware
|
|
SCA-VERTA, LLC
|
Delaware
|
|
SCA-Wake Forest, LLC
|
Delaware
|
|
SCA-Western Connecticut, LLC
|
Delaware
|
|
SCA-Westover Hills, LLC
|
Delaware
|
|
SCA-Wilmington, LLC
|
Delaware
|
|
SCA-Wilson, LLC
|
Delaware
|
|
SCA-Winchester, LLC
|
Delaware
|
|
SCA-Winter Park, Inc.
|
Tennessee
|
|
SCA-Woodlands Holdings, LLC
|
Delaware
|
|
SCP Specialty Infusion, LLC
|
Delaware
|
|
ScriptSwitch Limited
|
United Kingdom
|
|
Seisa Serviços Integrados de Saúde Ltda.
|
Brazil
|
|
Senate Street Surgery Center, LLC
|
Indiana
|
|
Serquinox Holdings LLC
|
Delaware
|
|
Servicios de Entrenamiento en Competencias Clínicas Ltda.
|
Chile
|
|
Servicios Integrados de Salud Ltda.
|
Chile
|
|
Servicios Médicos Amed Quilpué S.A.
|
Chile
|
|
Servicios Médicos Bío Bío Limitada
|
Chile
|
|
Servicios Médicos Ciudad del Mar Ltda.
|
Chile
|
|
Servicios Médicos Santa María Limitada
|
Chile
|
|
Servicios Médicos Vespucio Ltda.
|
Chile
|
|
SharedClarity LLC
|
Delaware
|
|
SHC Atlanta, LLC
|
Delaware
|
|
SHC Austin, Inc.
|
Georgia
|
|
SHC Hawthorn, Inc.
|
Georgia
|
|
SHC Melbourne, Inc.
|
Georgia
|
|
Shelby Surgery Properties, Inc.
|
Tennessee
|
|
Sierra Health and Life Insurance Company, Inc.
|
Nevada
|
|
Sierra Health Services, Inc.
|
Nevada
|
|
Sierra Health-Care Options, Inc.
|
Nevada
|
|
Sierra Home Medical Products, Inc.
|
Nevada
|
THC of Nevada
THC of Nevada Pharmacy |
Sierra Nevada Administrators, Inc.
|
Nevada
|
|
Sistema de Administración Hospitalaria S.A.C.
|
Peru
|
|
Sobam – Centro Médico Hospitalar S.A.
|
Brazil
|
|
Sociedad de Inversiones Santa María S.A.
|
Chile
|
|
Sociedad Editorial para la Ciencia Limitada.
|
Colombia
|
|
Somerset Outpatient Surgery, L.L.C.
|
New Jersey
|
|
Southwest Medical Associates, Inc.
|
Nevada
|
Optum Nevada Medical Partners
OptumCare Medical Group Sierra Home Medical Products, Inc. SMA Lifestyle Center Soutwest Medical Pharmacy & Home Medical Equipment |
Southwest Michigan Health Network Inc.
|
Michigan
|
|
Southwest Surgery Center, LLC
|
Illinois
|
|
Southwest Surgical Center of Bakersfield, L.P.
|
California
|
|
Space Coast Surgical Center, Ltd.
|
Florida
|
|
Specialists in Urology Surgery Center, LLC
|
Florida
|
|
Specialized Pharmaceuticals, Inc.
|
Pennsylvania
|
|
Specialty Benefits, LLC
|
Delaware
|
EyeFit
EyeFit Vision Center EyeFit Vision Centers |
Specialty Surgical Center, LLC
|
New Jersey
|
|
Spectera of New York, IPA, Inc.
|
New York
|
|
Spectera, Inc.
|
Maryland
|
CARE Programs, a division of Spectera, Inc
Health Benefit Sevices, Inc. Spectera United Optical |
SPINETRACK 20/20, Inc.
|
California
|
|
Spotlite, Inc.
|
Delaware
|
|
SRPS, LLC
|
Delaware
|
|
St. Cloud Surgical Center, LLC
|
Delaware
|
|
Stonegate Surgery Center, L.P.
|
Texas
|
|
Streamlines Health, LLC
|
Minnesota
|
|
SunSurgery, LLC
|
Delaware
|
|
Surgery Center at Cherry Creek, LLC
|
Colorado
|
|
Surgery Center at Kissing Camels, LLC
|
Colorado
|
|
Surgery Center Holding, LLC
|
Delaware
|
|
Surgery Center of Athens, LLC
|
Georgia
|
|
Surgery Center of Boca Raton, Inc.
|
Florida
|
|
Surgery Center of Clarksville, L.P.
|
Tennessee
|
|
Surgery Center of Colorado Springs, LLC
|
Delaware
|
|
Surgery Center of Des Moines, LLC
|
Delaware
|
|
Surgery Center of Easton, LLC
|
Delaware
|
|
Surgery Center of Ellicott City, Inc.
|
Delaware
|
|
Surgery Center of Lexington, LLC
|
Delaware
|
|
Surgery Center of Louisville, LLC
|
Delaware
|
|
Surgery Center of Maui, LLC
|
Delaware
|
|
Surgery Center of Muskogee, LLC
|
Delaware
|
|
Surgery Center of Rockville, L.L.C.
|
Maryland
|
|
Surgery Center of Southern Pines, LLC
|
Delaware
|
|
Surgery Center of Spokane, LLC
|
Delaware
|
|
Surgery Center of Summerlin, LLC
|
Delaware
|
|
Surgery Center of The Woodlands, LLC
|
Texas
|
|
Surgery Center of Vero Beach, Inc.
|
Tennessee
|
|
Surgery Center of Wilmington Properties, LLC
|
North Carolina
|
|
Surgery Center of Wilmington, LLC
|
North Carolina
|
|
Surgery Center of Wilson, LLC
|
North Carolina
|
|
Surgery Centers of Des Moines, Ltd., an Iowa Limited Partnership
|
Iowa
|
|
Surgery Centers-West Holdings, LLC
|
Delaware
|
|
Surgical Care Affiliates Political Action Committee
|
Alabama
|
|
Surgical Care Affiliates, LLC
|
Delaware
|
|
Surgical Care Partners of Melbourne, LLC
|
Delaware
|
|
Surgical Center of South Jersey, Limited Partnership
|
New Jersey
|
|
Surgical Center of Tuscaloosa Holdings, LLC
|
Alabama
|
|
Surgical Health of Orlando, Inc.
|
Florida
|
|
Surgical Health, LLC
|
Delaware
|
|
Surgical Hospital Holdings of Oklahoma, LLC
|
Delaware
|
|
Surgical Hospital of Oklahoma, L.L.C.
|
Oklahoma
|
|
Surgicare of Belleville, LLC
|
Delaware
|
|
Surgicare of Jackson, LLC
|
Delaware
|
|
Surgicare of Joliet, Inc.
|
Illinois
|
|
Surgicare of La Veta, Inc.
|
California
|
|
Surgicare of La Veta, Ltd., a California Limited Partnership
|
California
|
|
Surgicare of Minneapolis, LLC
|
Delaware
|
|
Surgicare of Mobile, LLC
|
Delaware
|
|
Surgicare of Oceanside, Inc.
|
California
|
|
Surgicare of Owensboro, LLC
|
Delaware
|
|
Surgicare of Salem, LLC
|
Delaware
|
|
Surgicare, LLC
|
Indiana
|
|
Surgicenters of Southern California, Inc.
|
California
|
|
Symphonix Health Holdings, LLC
|
Delaware
|
|
Symphonix Health Insurance, Inc.
|
Illinois
|
|
TeamMD Holdings, Inc.
|
Delaware
|
|
TeamMD Iowa, Inc.
|
Delaware
|
|
TeamMD Physicians of Texas, Inc.
|
Texas
|
|
Tecnologías de Información en Salud S.A.
|
Chile
|
|
The Advisory Board (Chile) SpA
|
Chile
|
|
The Advisory Board Company
|
Delaware
|
The Delaware Advisory Board Company
|
The Lewin Group, Inc.
|
North Carolina
|
Lewin
|
The Outpatient Surgery Center of Hilton Head, LLC
|
South Carolina
|
|
The Surgery Center of Easton, L.P.
|
Tennessee
|
|
THE SURGICAL CENTER OF THE TREASURE COAST, L.L.C.
|
Florida
|
|
Thomas Johnson Surgery Center, LLC
|
Maryland
|
|
Thousand Oaks Endoscopy Center, LLC
|
California
|
|
Three Rivers Holdings, Inc.
|
Delaware
|
|
Three Rivers Surgical Care, L.P.
|
Tennessee
|
|
Tmesys, LLC
|
Florida
|
|
Topimagem Diagnóstico por Imagem Ltda.
|
Brazil
|
|
Trails Edge Surgery Center, LLC
|
Florida
|
|
Travel Express Incorporated
|
Maryland
|
|
TriMed, LLC
|
Utah
|
|
Trio Motion, LLC
|
Delaware
|
|
Tucson Arizona Surgical Center, LLC
|
Arizona
|
|
U.S. Behavioral Health Plan, California
|
California
|
OptumHealth Behavioral Solutions of California
|
UHC Finance (Ireland) Unlimited Company
|
Dublin
|
|
UHC Global Health Services BC Ltd.
|
British Columbia
|
|
UHC International Services, Inc.
|
Delaware
|
|
UHC of California
|
California
|
PacifiCare
PacifiCare of California Secure Horizons UnitedHealthcare of California |
UHCFI LLC
|
Delaware
|
|
UHCG – FZE
|
Dubai
|
|
UHCG Holdings (Ireland) Limited
|
Ireland
|
|
UHCG Services (Ireland) Limited
|
Ireland
|
|
UHG Brasil Participações S.A.
|
Brazil
|
|
UHIC Holdings, Inc.
|
Delaware
|
|
UMR, Inc.
|
Delaware
|
Fiserv Health - Wausau Benefits
UMR |
Unidad Médica Diagnóstico S.A.
|
Colombia
|
|
Unimerica Insurance Company
|
Wisconsin
|
Unimerica Life Insurance Company
|
Unimerica Life Insurance Company of New York
|
New York
|
|
Unison Administrative Services, LLC
|
Pennsylvania
|
|
Unison Health Plan of Delaware, Inc.
|
Delaware
|
UnitedHealthcare Community Plan
|
United Behavioral Health
|
California
|
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.
|
New York
|
|
United Health Foundation
|
Minnesota
|
United Health Hospice Foundation
|
United HealthCare Services, Inc.
|
Minnesota
|
AmeriChoice
Center for Health Care Policy and Evaluation EverCare Health Professionals Review Healthmarc HealthPro Institute for Human Resources Optum 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.
|
New York
|
|
UnitedHealth Advisors, LLC
|
Maine
|
UnitedHealthcare
|
UnitedHealth Group Incorporated
|
Delaware
|
UnitedHealth Group
|
UnitedHealth Group International Finance (Ireland) Unlimited Company
|
Ireland
|
|
UnitedHealth Group International GP
|
Grand Cayman
|
|
UnitedHealth Group International L.P.
|
Grand Cayman
|
|
UnitedHealth International, Inc.
|
Delaware
|
|
UnitedHealth Military & Veterans Services, LLC
|
Delaware
|
|
UnitedHealth UK Limited
|
United Kingdom
|
|
UnitedHealthcare Benefits of Texas, Inc.
|
Texas
|
PacifiCare
Secure Horizons |
UnitedHealthcare Benefits Plan of California
|
California
|
|
UnitedHealthcare Children's Foundation, Inc.
|
Maryland
|
|
UnitedHealthcare Community Plan of California, Inc.
|
California
|
|
UnitedHealthcare Community Plan of Georgia, Inc.
|
Georgia
|
|
UnitedHealthcare Community Plan of Ohio, Inc.
|
Ohio
|
|
UnitedHealthcare Community Plan of Texas, L.L.C.
|
Texas
|
United Healthcare - Texas
UnitedHealthcare Comminity Plan |
UnitedHealthcare Community Plan, Inc.
|
Michigan
|
|
UnitedHealthcare Consulting & Assistance Service (Beijing) Co., Ltd.
|
China
|
|
UnitedHealthcare Europe S.á r.l.
|
Luxembourg
|
|
UnitedHealthcare Global Canada Limited
|
Alberta
|
UnitedHealthcare Global
|
UnitedHealthcare Global Medical (UK) Limited
|
United Kingdom
|
|
UnitedHealthcare India Private Limited
|
India
|
|
UnitedHealthcare Insurance Company
|
Connecticut
|
UnitedHealthcare Community Plan
UnitedHealthOne |
UnitedHealthcare Insurance Company of Illinois
|
Illinois
|
|
UnitedHealthcare Insurance Company of New York
|
New York
|
|
UnitedHealthcare Insurance Company of the River Valley
|
Illinois
|
|
UnitedHealthcare Insurance Designated Activity Company
|
Ireland
|
|
UnitedHealthcare Integrated Services, Inc.
|
Arizona
|
UnitedHealthcare Community Plan
|
UnitedHealthcare International Asia, LLC
|
Delaware
|
|
UnitedHealthcare International I 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 B.V.
|
Netherlands
|
|
UnitedHealthcare International IV S.á r.l.
|
Luxembourg
|
|
UnitedHealthcare International VI S.à r.l.
|
Luxembourg
|
|
UnitedHealthcare International VII S.à r.l.
|
Luxembourg
|
|
UnitedHealthcare International VIII S.à r.l.
|
Luxembourg
|
|
UnitedHealthcare International X S.à r.l.
|
Luxembourg
|
|
UnitedHealthcare Life Insurance Company
|
Wisconsin
|
UnitedHealthOne
|
UnitedHealthcare of Alabama, Inc.
|
Alabama
|
|
UnitedHealthcare of Arizona, Inc.
|
Arizona
|
|
UnitedHealthcare of Arkansas, Inc.
|
Arkansas
|
Complete Health
|
UnitedHealthcare of Colorado, Inc.
|
Colorado
|
MetraHealth Care Plan
|
UnitedHealthcare of Florida, Inc.
|
Florida
|
Community and State Plan of Florida
UnitedHealthcare Community Plan UnitedHealthcare Community Plan of Florida |
UnitedHealthcare of Georgia, Inc.
|
Georgia
|
United HealthCare of Georgia
|
UnitedHealthcare of Illinois, Inc.
|
Illinois
|
|
UnitedHealthcare of Kentucky, Ltd.
|
Kentucky
|
United HealthCare of Kentucky, L.P.
|
UnitedHealthcare of Louisiana, Inc.
|
Louisiana
|
UnitedHealthcare Community Plan
|
UnitedHealthcare of Mississippi, Inc.
|
Mississippi
|
|
UnitedHealthcare of New England, Inc.
|
Rhode Island
|
|
UnitedHealthcare of New Mexico, Inc.
|
New Mexico
|
|
UnitedHealthcare of New York, Inc.
|
New York
|
UnitedHealthcare Community Plan
|
UnitedHealthcare of North Carolina, Inc.
|
North Carolina
|
|
UnitedHealthcare of Ohio, Inc.
|
Ohio
|
|
UnitedHealthcare of Oklahoma, Inc.
|
Oklahoma
|
PacifiCare
PacifiCare Health Options PacifiCare of Oklahoma Secure Horizons |
UnitedHealthcare of Oregon, Inc.
|
Oregon
|
|
UnitedHealthcare of Pennsylvania, Inc.
|
Pennsylvania
|
UnitedHealthcare Community Plan
UnitedHealthcare Community Plan for Families UnitedHealthcare Community Plan for Kids UnitedHealthcare Community Plan of Pennsylvania UnitedHealthcare Dual Complete |
UnitedHealthcare of Texas, Inc.
|
Texas
|
|
UnitedHealthcare of the Mid-Atlantic, Inc.
|
Maryland
|
|
UnitedHealthcare of the Midlands, Inc.
|
Nebraska
|
|
UnitedHealthcare of the Midwest, Inc.
|
Missouri
|
|
UnitedHealthcare of Utah, Inc.
|
Utah
|
UnitedHealthcare of Idaho, Inc.
|
UnitedHealthcare of Washington, Inc.
|
Washington
|
PacifiCare
Secure Horizons UnitedHealthcare UnitedHealthcare Community Plan |
UnitedHealthcare of Wisconsin, Inc.
|
Wisconsin
|
UnitedHealthcare of Wisconsin - Personal Care Plus
|
UnitedHealthcare Plan of the River Valley, Inc.
|
Illinois
|
|
UnitedHealthcare Service LLC
|
Delaware
|
|
UnitedHealthcare Services Company of the River Valley, Inc.
|
Delaware
|
|
UnitedHealthcare Specialty Benefits, LLC
|
Maine
|
UnitedHealthcare Specialty Benefits
WorkUp, LLC |
UnitedHealthcare, Inc.
|
Delaware
|
|
UpFront Insurance Agency, LLC
|
Minnesota
|
|
Upland Holdings, LLC
|
California
|
|
Upland Outpatient Surgical Center, L.P.
|
California
|
|
Urgent Care Holdings, Inc.
|
Delaware
|
|
Urgent Care MSO, LLC
|
Delaware
|
|
Urology Associates of North Texas, P.L.L.C.
|
Texas
|
|
USMD Administrative Services, L.L.C.
|
Texas
|
|
USMD Affiliated Services
|
Texas
|
USMD Physician Services
|
USMD Holdings, Inc.
|
Delaware
|
|
USMD Inc.
|
Texas
|
|
USMD PPM, LLC
|
Texas
|
|
Valley Hospital, L.L.C.
|
Washington
|
|
Valley Physicians Network, Inc.
|
California
|
|
VERTA MANAGEMENT SERVICES, LLC
|
Delaware
|
|
Vida Tres Internacional S.A.
|
Chile
|
|
Vidaintegra S.A.
|
Chile
|
|
Virtual Therapeutics Corporation
|
Delaware
|
|
Wauwatosa Outpatient Surgery Center, LLC
|
Delaware
|
|
Wauwatosa Surgery Center, Limited Partnership
|
Wisconsin
|
|
Wayland Square Surgicare Acquisition, L.P.
|
Rhode Island
|
|
Wayland Square Surgicare GP, Inc.
|
Rhode Island
|
|
WebInsure Benefits, LLC
|
Delaware
|
|
WellMed Medical Management of Florida, Inc.
|
Florida
|
Preferred Care Partners Medical Group of Hialeah
Preferred Care Partners Medical Group of Little Havana 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 Haverford Ave. WellMed at Lake Copeland WellMed at Longwood WellMed at Oak Commons WellMed at Plant City - Family Practice Center WellMed at Port St. Lucie West WellMed at Saint Isabel WellMed at SE Lakeland WellMed at Sebastian WellMed at South Parsons WellMed at South Stuart WellMed at Southwest Orlando WellMed at Stonerock Lake WellMed Medical Group |
WellMed Medical Management, Inc.
|
Texas
|
DataRaps, Inc.
HealthRight / ITC Rosa Verde Silver Life Fitness |
WellMed Networks - DFW, Inc.
|
Texas
|
WNI-DFW
|
West Coast Endoscopy Holdings, LLC
|
Delaware
|
|
Western Connecticut Orthopedic Surgical Center, LLC
|
Connecticut
|
|
WESTMED Practice Partners LLC
|
Delaware
|
|
WillowB Labs LLC
|
Delaware
|
|
Wilmington ASC, LLC
|
North Carolina
|
|
Winchester Endoscopy, LLC
|
Illinois
|
|
Winter Park, LLC
|
Tennessee
|
|
XLHealth Corporation
|
Maryland
|
XLHealth
|
XLHealth Corporation India Private Limited
|
India
|
|
Your Health Options Insurance Services, Inc.
|
California
|
|
|
/S/ DELOITTE & TOUCHE LLP
|
|
Minneapolis, Minnesota
|
February 12, 2019
|
/s/ William C. Ballard, Jr.
|
|
/s/ F. William McNabb III
|
William C. Ballard, Jr.
|
|
F. William McNabb III
|
Director
|
|
Director
|
Dated: February 12, 2019
|
|
Dated: February 12, 2019
|
|
|
|
/s/ Richard T. Burke
|
|
/s/ Valerie Montgomery Rice, M.D.
|
Richard T. Burke
|
|
Valerie Montgomery Rice, M.D.
|
Director
|
|
Director
|
Dated: February 12, 2019
|
|
Dated: February 12, 2019
|
|
|
|
/s/ Timothy P. Flynn
|
|
/s/ Glenn M. Renwick
|
Timothy P. Flynn
|
|
Glenn M. Renwick
|
Director
|
|
Director
|
Dated: February 12, 2019
|
|
Dated: February 12, 2019
|
|
|
|
/s/ Stephen J. Hemsley
|
|
/s/ Gail R. Wilensky, Ph.D.
|
Stephen J. Hemsley
|
|
Gail R. Wilensky, Ph.D.
|
Director
|
|
Director
|
Dated: February 12, 2019
|
|
Dated: February 12, 2019
|
|
|
|
/s/ Michele J. Hooper
|
|
|
Michele J. Hooper
|
|
|
Director
|
|
|
Dated: February 12, 2019
|
|
|
1.
|
I have reviewed this report on Form 10-K of UnitedHealth Group Incorporated (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
February 12, 2019
|
/s/ DAVID S. WICHMANN
|
|
David S. Wichmann
Chief Executive Officer
|
|
|
1.
|
I have reviewed this report on Form 10-K of UnitedHealth Group Incorporated (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
February 12, 2019
|
/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 12, 2019
|
/s/ DAVID S. WICHMANN
|
|
David S. Wichmann
Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
February 12, 2019
|
/s/ JOHN F. REX
|
|
John F. Rex
Executive Vice President and Chief Financial Officer |