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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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or
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _____ to _____
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Delaware
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41-1321939
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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UnitedHealth Group Center
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55343
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9900 Bren Road East
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||
Minnetonka,
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Minnesota
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $.01 par value
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UNH
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New York Stock Exchange
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Large Accelerated Filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page
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Part I
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||
Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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||
Part II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Part III
|
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Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
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||
Item 14.
|
||
Part IV
|
||
Item 15.
|
||
Item 16.
|
||
ITEM 1.
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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, based upon extensive expertise in distinct market segments in health care;
|
•
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service and advanced technology, including digital consumer engagement;
|
•
|
competitive medical and operating cost positions;
|
•
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effective clinical engagement; and
|
•
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innovation for customers and consumers.
|
•
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wellness programs;
|
•
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decision support;
|
•
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utilization management;
|
•
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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.
|
•
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Those who need care: the consumers who need the right support, information, resources and products to achieve their health goals.
|
•
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Those who provide care: pharmacies, hospitals, physicians, practices and other health care facilities seeking to modernize the health system and support the best possible patient care and experiences.
|
•
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Those who pay for care: employers, health plans, and state, federal and municipal agencies devoted to ensuring the populations they sponsor receive high-quality care, administered and delivered efficiently and effectively.
|
•
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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 offers data, analytics, research, consulting, technology and managed services solutions; and
|
•
|
OptumRx provides a diversified array of pharmacy care services.
|
Name
|
|
Age
|
|
Position
|
David S. Wichmann
|
|
57
|
|
Chief Executive Officer
|
Andrew P. Witty
|
|
55
|
|
President; Chief Executive Officer of Optum
|
Dirk C. McMahon
|
|
60
|
|
Chief Executive Officer of UnitedHealthcare
|
John F. Rex
|
|
58
|
|
Executive Vice President; Chief Financial Officer
|
Thomas E. Roos
|
|
47
|
|
Senior Vice President; Chief Accounting Officer
|
Marianne D. Short
|
|
68
|
|
Executive Vice President; Chief Legal Officer
|
D. Ellen Wilson
|
|
62
|
|
Executive Vice President
|
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
|
|
12/14
|
|
12/15
|
|
12/16
|
|
12/17
|
|
12/18
|
|
12/19
|
||||||||||||
UnitedHealth Group
|
$
|
100.00
|
|
|
$
|
118.26
|
|
|
$
|
163.68
|
|
|
$
|
228.86
|
|
|
$
|
262.09
|
|
|
$
|
314.47
|
|
S&P Health Care Index
|
100.00
|
|
|
106.89
|
|
|
104.01
|
|
|
126.98
|
|
|
135.19
|
|
|
163.34
|
|
||||||
Dow Jones US Industrial Average
|
100.00
|
|
|
100.21
|
|
|
116.74
|
|
|
149.56
|
|
|
144.35
|
|
|
180.94
|
|
||||||
S&P 500 Index
|
100.00
|
|
|
101.38
|
|
|
113.51
|
|
|
138.29
|
|
|
132.23
|
|
|
173.86
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||
(in millions, except percentages and per share data)
|
|
2019
|
|
2018
|
|
2017 (a)
|
|
2016
|
|
2015 (b)
|
||||||||||
Consolidated operating results
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
242,155
|
|
|
$
|
226,247
|
|
|
$
|
201,159
|
|
|
$
|
184,840
|
|
|
$
|
157,107
|
|
Earnings from operations
|
|
19,685
|
|
|
17,344
|
|
|
15,209
|
|
|
12,930
|
|
|
11,021
|
|
|||||
Net earnings attributable to UnitedHealth Group common shareholders
|
|
13,839
|
|
|
11,986
|
|
|
10,558
|
|
|
7,017
|
|
|
5,813
|
|
|||||
Return on equity (c)
|
|
25.7
|
%
|
|
24.4
|
%
|
|
24.4
|
%
|
|
19.4
|
%
|
|
17.7
|
%
|
|||||
Basic earnings per share attributable to UnitedHealth Group common shareholders
|
|
$
|
14.55
|
|
|
$
|
12.45
|
|
|
$
|
10.95
|
|
|
$
|
7.37
|
|
|
$
|
6.10
|
|
Diluted earnings per share attributable to UnitedHealth Group common shareholders
|
|
14.33
|
|
|
12.19
|
|
|
10.72
|
|
|
7.25
|
|
|
6.01
|
|
|||||
Cash dividends declared per common share
|
|
4.14
|
|
|
3.45
|
|
|
2.875
|
|
|
2.375
|
|
|
1.875
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated cash flows from (used for)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
|
$
|
18,463
|
|
|
$
|
15,713
|
|
|
$
|
13,596
|
|
|
$
|
9,795
|
|
|
$
|
9,740
|
|
Investing activities
|
|
(12,699
|
)
|
|
(12,385
|
)
|
|
(8,599
|
)
|
|
(9,355
|
)
|
|
(18,395
|
)
|
|||||
Financing activities
|
|
(5,625
|
)
|
|
(4,365
|
)
|
|
(3,441
|
)
|
|
(1,011
|
)
|
|
12,239
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated financial condition
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(as of December 31)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and investments
|
|
$
|
51,454
|
|
|
$
|
46,834
|
|
|
$
|
43,831
|
|
|
$
|
37,143
|
|
|
$
|
31,703
|
|
Total assets
|
|
173,889
|
|
|
152,221
|
|
|
139,058
|
|
|
122,810
|
|
|
111,254
|
|
|||||
Total commercial paper and long-term debt
|
|
40,678
|
|
|
36,554
|
|
|
31,692
|
|
|
32,970
|
|
|
31,965
|
|
|||||
Redeemable noncontrolling interests
|
|
1,726
|
|
|
1,908
|
|
|
2,189
|
|
|
2,012
|
|
|
1,736
|
|
|||||
Total equity
|
|
60,436
|
|
|
54,319
|
|
|
49,833
|
|
|
38,177
|
|
|
33,725
|
|
(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 7%, UnitedHealthcare revenues increased 6% and Optum revenues grew 12%.
|
•
|
UnitedHealthcare served 575,000 additional people domestically as a result of growth in commercial business and services to seniors, partially offset by the proactive withdrawal from the Iowa medicaid market.
|
•
|
Earnings from operations increased by 13%, including increases of 13% at UnitedHealthcare and 14% at Optum.
|
•
|
Diluted earnings per common share increased 18% to $14.33.
|
•
|
Cash flows from operations were $18.5 billion, an increase of 18%.
|
(in millions, except percentages and per share data)
|
|
For the Years Ended December 31,
|
|
Change
|
|||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019 vs. 2018
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Premiums
|
|
$
|
189,699
|
|
|
$
|
178,087
|
|
|
$
|
158,453
|
|
|
$
|
11,612
|
|
|
7
|
%
|
Products
|
|
31,597
|
|
|
29,601
|
|
|
26,366
|
|
|
1,996
|
|
|
7
|
|
||||
Services
|
|
18,973
|
|
|
17,183
|
|
|
15,317
|
|
|
1,790
|
|
|
10
|
|
||||
Investment and other income
|
|
1,886
|
|
|
1,376
|
|
|
1,023
|
|
|
510
|
|
|
37
|
|
||||
Total revenues
|
|
242,155
|
|
|
226,247
|
|
|
201,159
|
|
|
15,908
|
|
|
7
|
|
||||
Operating costs:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Medical costs
|
|
156,440
|
|
|
145,403
|
|
|
130,036
|
|
|
11,037
|
|
|
8
|
|
||||
Operating costs
|
|
35,193
|
|
|
34,074
|
|
|
29,557
|
|
|
1,119
|
|
|
3
|
|
||||
Cost of products sold
|
|
28,117
|
|
|
26,998
|
|
|
24,112
|
|
|
1,119
|
|
|
4
|
|
||||
Depreciation and amortization
|
|
2,720
|
|
|
2,428
|
|
|
2,245
|
|
|
292
|
|
|
12
|
|
||||
Total operating costs
|
|
222,470
|
|
|
208,903
|
|
|
185,950
|
|
|
13,567
|
|
|
6
|
|
||||
Earnings from operations
|
|
19,685
|
|
|
17,344
|
|
|
15,209
|
|
|
2,341
|
|
|
13
|
|
||||
Interest expense
|
|
(1,704
|
)
|
|
(1,400
|
)
|
|
(1,186
|
)
|
|
(304
|
)
|
|
22
|
|
||||
Earnings before income taxes
|
|
17,981
|
|
|
15,944
|
|
|
14,023
|
|
|
2,037
|
|
|
13
|
|
||||
Provision for income taxes
|
|
(3,742
|
)
|
|
(3,562
|
)
|
|
(3,200
|
)
|
|
(180
|
)
|
|
5
|
|
||||
Net earnings
|
|
14,239
|
|
|
12,382
|
|
|
10,823
|
|
|
1,857
|
|
|
15
|
|
||||
Earnings attributable to noncontrolling interests
|
|
(400
|
)
|
|
(396
|
)
|
|
(265
|
)
|
|
(4
|
)
|
|
1
|
|
||||
Net earnings attributable to UnitedHealth Group common shareholders
|
|
$
|
13,839
|
|
|
$
|
11,986
|
|
|
$
|
10,558
|
|
|
$
|
1,853
|
|
|
15
|
%
|
Diluted earnings per share attributable to UnitedHealth Group common shareholders
|
|
$
|
14.33
|
|
|
$
|
12.19
|
|
|
$
|
10.72
|
|
|
$
|
2.14
|
|
|
18
|
%
|
Medical care ratio (a)
|
|
82.5
|
%
|
|
81.6
|
%
|
|
82.1
|
%
|
|
0.9
|
%
|
|
|
|||||
Operating cost ratio
|
|
14.5
|
|
|
15.1
|
|
|
14.7
|
|
|
(0.6
|
)
|
|
|
|||||
Operating margin
|
|
8.1
|
|
|
7.7
|
|
|
7.6
|
|
|
0.4
|
|
|
|
|||||
Tax rate
|
|
20.8
|
|
|
22.3
|
|
|
22.8
|
|
|
(1.5
|
)
|
|
|
|||||
Net earnings margin (b)
|
|
5.7
|
|
|
5.3
|
|
|
5.2
|
|
|
0.4
|
|
|
|
|||||
Return on equity (c)
|
|
25.7
|
%
|
|
24.4
|
%
|
|
24.4
|
%
|
|
1.3
|
%
|
|
|
(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
|
|||||||||||||||
(in millions, except percentages)
|
|
2019
|
|
2018
|
|
2017
|
|
2019 vs. 2018
|
|||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|||||||||
UnitedHealthcare
|
|
$
|
193,842
|
|
|
$
|
183,476
|
|
|
$
|
163,257
|
|
|
$
|
10,366
|
|
|
6
|
%
|
OptumHealth
|
|
30,317
|
|
|
24,145
|
|
|
20,570
|
|
|
6,172
|
|
|
26
|
|
||||
OptumInsight
|
|
10,006
|
|
|
9,008
|
|
|
8,087
|
|
|
998
|
|
|
11
|
|
||||
OptumRx
|
|
74,288
|
|
|
69,536
|
|
|
63,755
|
|
|
4,752
|
|
|
7
|
|
||||
Optum eliminations
|
|
(1,661
|
)
|
|
(1,409
|
)
|
|
(1,227
|
)
|
|
(252
|
)
|
|
18
|
|
||||
Optum
|
|
112,950
|
|
|
101,280
|
|
|
91,185
|
|
|
11,670
|
|
|
12
|
|
||||
Eliminations
|
|
(64,637
|
)
|
|
(58,509
|
)
|
|
(53,283
|
)
|
|
(6,128
|
)
|
|
10
|
|
||||
Consolidated revenues
|
|
$
|
242,155
|
|
|
$
|
226,247
|
|
|
$
|
201,159
|
|
|
$
|
15,908
|
|
|
7
|
%
|
Earnings from operations
|
|
|
|
|
|
|
|
|
|
|
|||||||||
UnitedHealthcare
|
|
$
|
10,326
|
|
|
$
|
9,113
|
|
|
$
|
8,498
|
|
|
$
|
1,213
|
|
|
13
|
%
|
OptumHealth
|
|
2,963
|
|
|
2,430
|
|
|
1,823
|
|
|
533
|
|
|
22
|
|
||||
OptumInsight
|
|
2,494
|
|
|
2,243
|
|
|
1,770
|
|
|
251
|
|
|
11
|
|
||||
OptumRx
|
|
3,902
|
|
|
3,558
|
|
|
3,118
|
|
|
344
|
|
|
10
|
|
||||
Optum
|
|
9,359
|
|
|
8,231
|
|
|
6,711
|
|
|
1,128
|
|
|
14
|
|
||||
Consolidated earnings from operations
|
|
$
|
19,685
|
|
|
$
|
17,344
|
|
|
$
|
15,209
|
|
|
$
|
2,341
|
|
|
13
|
%
|
Operating margin
|
|
|
|
|
|
|
|
|
|
|
|||||||||
UnitedHealthcare
|
|
5.3
|
%
|
|
5.0
|
%
|
|
5.2
|
%
|
|
0.3
|
%
|
|
|
|||||
OptumHealth
|
|
9.8
|
|
|
10.1
|
|
|
8.9
|
|
|
(0.3
|
)
|
|
|
|||||
OptumInsight
|
|
24.9
|
|
|
24.9
|
|
|
21.9
|
|
|
—
|
|
|
|
|||||
OptumRx
|
|
5.3
|
|
|
5.1
|
|
|
4.9
|
|
|
0.2
|
|
|
|
|||||
Optum
|
|
8.3
|
|
|
8.1
|
|
|
7.4
|
|
|
0.2
|
|
|
|
|||||
Consolidated operating margin
|
|
8.1
|
%
|
|
7.7
|
%
|
|
7.6
|
%
|
|
0.4
|
%
|
|
|
|
|
For the Years Ended December 31,
|
|
Change
|
|||||||||||||||
(in millions, except percentages)
|
|
2019
|
|
2018
|
|
2017
|
|
2019 vs. 2018
|
|||||||||||
UnitedHealthcare Employer & Individual
|
|
$
|
56,945
|
|
|
$
|
54,761
|
|
|
$
|
52,066
|
|
|
$
|
2,184
|
|
|
4
|
%
|
UnitedHealthcare Medicare & Retirement
|
|
83,252
|
|
|
75,473
|
|
|
65,995
|
|
|
7,779
|
|
|
10
|
|
||||
UnitedHealthcare Community & State
|
|
43,790
|
|
|
43,426
|
|
|
37,443
|
|
|
364
|
|
|
1
|
|
||||
UnitedHealthcare Global
|
|
9,855
|
|
|
9,816
|
|
|
7,753
|
|
|
39
|
|
|
—
|
|
||||
Total UnitedHealthcare revenues
|
|
$
|
193,842
|
|
|
$
|
183,476
|
|
|
$
|
163,257
|
|
|
$
|
10,366
|
|
|
6
|
%
|
|
|
For the Years Ended December 31,
|
|
Change
|
||||||||||||
(in millions)
|
|
2019
|
|
2018
|
|
2017
|
|
2019 vs. 2018
|
||||||||
Sources of cash:
|
|
|
|
|
|
|
|
|
||||||||
Cash provided by operating activities
|
|
$
|
18,463
|
|
|
$
|
15,713
|
|
|
$
|
13,596
|
|
|
$
|
2,750
|
|
Issuances of long-term debt and commercial paper, net of repayments
|
|
3,994
|
|
|
4,134
|
|
|
—
|
|
|
(140
|
)
|
||||
Proceeds from common share issuances
|
|
1,037
|
|
|
838
|
|
|
688
|
|
|
199
|
|
||||
Customer funds administered
|
|
13
|
|
|
—
|
|
|
3,172
|
|
|
13
|
|
||||
Other
|
|
219
|
|
|
—
|
|
|
—
|
|
|
219
|
|
||||
Total sources of cash
|
|
23,726
|
|
|
20,685
|
|
|
17,456
|
|
|
|
|||||
Uses of cash:
|
|
|
|
|
|
|
|
|
||||||||
Cash paid for acquisitions, net of cash assumed
|
|
(8,343
|
)
|
|
(5,997
|
)
|
|
(2,131
|
)
|
|
(2,346
|
)
|
||||
Cash dividends paid
|
|
(3,932
|
)
|
|
(3,320
|
)
|
|
(2,773
|
)
|
|
(612
|
)
|
||||
Common share repurchases
|
|
(5,500
|
)
|
|
(4,500
|
)
|
|
(1,500
|
)
|
|
(1,000
|
)
|
||||
Repayments of long-term debt and commercial paper, net of issuances
|
|
—
|
|
|
—
|
|
|
(2,615
|
)
|
|
—
|
|
||||
Purchases of property, equipment and capitalized software
|
|
(2,071
|
)
|
|
(2,063
|
)
|
|
(2,023
|
)
|
|
(8
|
)
|
||||
Purchases of investments, net of sales and maturities
|
|
(2,504
|
)
|
|
(4,099
|
)
|
|
(4,319
|
)
|
|
1,595
|
|
||||
Other
|
|
(1,237
|
)
|
|
(1,743
|
)
|
|
(539
|
)
|
|
506
|
|
||||
Total uses of cash
|
|
(23,587
|
)
|
|
(21,722
|
)
|
|
(15,900
|
)
|
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
|
(20
|
)
|
|
(78
|
)
|
|
(5
|
)
|
|
58
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
119
|
|
|
$
|
(1,115
|
)
|
|
$
|
1,551
|
|
|
$
|
1,234
|
|
|
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-
|
|
Positive
|
Commercial paper
|
P-2
|
|
n/a
|
|
A-1
|
|
n/a
|
|
F1
|
|
n/a
|
|
AMB-1
|
|
n/a
|
(in millions)
|
|
2020
|
|
2021 to 2022
|
|
2023 to 2024
|
|
Thereafter
|
|
Total
|
||||||||||
Debt (a)
|
|
$
|
5,532
|
|
|
$
|
9,118
|
|
|
$
|
6,122
|
|
|
$
|
44,302
|
|
|
$
|
65,074
|
|
Operating leases
|
|
804
|
|
|
1,327
|
|
|
901
|
|
|
1,671
|
|
|
4,703
|
|
|||||
Purchase and other obligations (b)
|
|
1,617
|
|
|
2,483
|
|
|
768
|
|
|
248
|
|
|
5,116
|
|
|||||
Other liabilities (c)
|
|
914
|
|
|
344
|
|
|
285
|
|
|
7,767
|
|
|
9,310
|
|
|||||
Redeemable noncontrolling interests (d)
|
|
852
|
|
|
542
|
|
|
—
|
|
|
332
|
|
|
1,726
|
|
|||||
Total contractual obligations
|
|
$
|
9,719
|
|
|
$
|
13,814
|
|
|
$
|
8,076
|
|
|
$
|
54,320
|
|
|
$
|
85,929
|
|
(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, 2019.
|
(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)%
|
|
$
|
584
|
|
(0.50)
|
|
388
|
|
|
(0.25)
|
|
194
|
|
|
0.25
|
|
(193
|
)
|
|
0.50
|
|
(384
|
)
|
|
0.75
|
|
(575
|
)
|
Medical Cost PMPM Quarterly Trend
Increase (Decrease) in Factors
|
|
Increase (Decrease)
In Medical Costs Payable
|
||
|
|
(in millions)
|
||
3%
|
|
$
|
754
|
|
2
|
|
502
|
|
|
1
|
|
251
|
|
|
(1)
|
|
(251
|
)
|
|
(2)
|
|
(502
|
)
|
|
(3)
|
|
(754
|
)
|
•
|
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, 2019
|
||||||||||||||
Increase (Decrease) in Market Interest Rate
|
|
Investment
Income Per
Annum
|
|
Interest
Expense Per
Annum
|
|
Fair Value of
Financial Assets (a) |
|
Fair Value of
Financial Liabilities
|
||||||||
2 %
|
|
$
|
282
|
|
|
$
|
185
|
|
|
$
|
(2,668
|
)
|
|
$
|
(6,813
|
)
|
1
|
|
141
|
|
|
93
|
|
|
(1,331
|
)
|
|
(3,704
|
)
|
||||
(1)
|
|
(141
|
)
|
|
(93
|
)
|
|
1,246
|
|
|
4,433
|
|
||||
(2)
|
|
(282
|
)
|
|
(185
|
)
|
|
2,071
|
|
|
9,613
|
|
||||
|
|
December 31, 2018
|
||||||||||||||
Increase (Decrease) in Market Interest Rate
|
|
Investment
Income Per
Annum
|
|
Interest
Expense Per
Annum
|
|
Fair Value of
Financial Assets (a) |
|
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
|
|
(a)
|
As of December 31, 2019 and 2018, 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
|
|
|
•
|
We tested the effectiveness of controls over management’s estimate of the IBNR claim liability balance, including controls over the judgments of time from date of service to claim receipt, and the impact of claim levels and processing cycles.
|
•
|
We tested the underlying claims and membership data and other information that served as the basis for the actuarial analysis, to test that the inputs to the actuarial estimate were complete and accurate.
|
•
|
With the assistance of actuarial specialists, we evaluated the reasonableness of the actuarial methods and assumptions used by management to estimate the IBNR claim liability by:
|
◦
|
Performing an overlay of the historical claims data used in management’s current year model to the data used in prior periods to validate that there were no material changes to the claims data tested in prior periods.
|
◦
|
Developing an independent estimate of the IBNR claim liability and comparing our estimate to management’s estimate.
|
◦
|
Performing a retrospective review comparing management’s prior year assumptions of the estimate of IBNR to claims processed in 2019 with dates of service in 2018 or prior.
|
•
|
We tested the effectiveness of controls over management’s annual goodwill impairment assessment, including those over the determination of the fair value such as controls related to management’s financial forecasts, as well as controls over the selection of discount rates and company specific risks.
|
•
|
We evaluated management’s ability to forecast and meet future revenue, medical cost trend, and operating costs by comparing:
|
•
|
Actual results to historical forecasts.
|
•
|
Forecasted information to: internal communications to management and the Board of Directors, industry and economic trends, and analyst reports of revenue and earnings expectations for the Company and its peers.
|
•
|
We evaluated the impact of changes in management’s forecasts from the October 1, 2019 annual measurement date to December 31, 2019.
|
•
|
With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology, including testing the mathematical accuracy of the calculation and (2) discount rate and company specific risks by:
|
•
|
Testing the source information underlying the determination of the discount rate and the mathematical accuracy of the calculation.
|
•
|
Developing a range of independent discount rate estimates and comparing to those selected by management.
|
|
/S/ DELOITTE & TOUCHE LLP
|
|
Minneapolis, Minnesota
|
February 14, 2020
|
(in millions, except per share data)
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
10,985
|
|
|
$
|
10,866
|
|
Short-term investments
|
|
3,260
|
|
|
3,458
|
|
||
Accounts receivable, net of allowances of $519 and $712
|
|
11,822
|
|
|
11,388
|
|
||
Other current receivables, net of allowances of $859 and $502
|
|
9,640
|
|
|
6,862
|
|
||
Assets under management
|
|
3,076
|
|
|
3,032
|
|
||
Prepaid expenses and other current assets
|
|
3,851
|
|
|
3,086
|
|
||
Total current assets
|
|
42,634
|
|
|
38,692
|
|
||
Long-term investments
|
|
37,209
|
|
|
32,510
|
|
||
Property, equipment and capitalized software, net of accumulated depreciation and amortization of $4,995 and $4,141
|
|
8,704
|
|
|
8,458
|
|
||
Goodwill
|
|
65,659
|
|
|
58,910
|
|
||
Other intangible assets, net of accumulated amortization of $5,072 and $4,592
|
|
10,349
|
|
|
9,325
|
|
||
Other assets
|
|
9,334
|
|
|
4,326
|
|
||
Total assets
|
|
$
|
173,889
|
|
|
$
|
152,221
|
|
Liabilities, redeemable noncontrolling interests and equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Medical costs payable
|
|
$
|
21,690
|
|
|
$
|
19,891
|
|
Accounts payable and accrued liabilities
|
|
19,005
|
|
|
16,705
|
|
||
Commercial paper and current maturities of long-term debt
|
|
3,870
|
|
|
1,973
|
|
||
Unearned revenues
|
|
2,622
|
|
|
2,396
|
|
||
Other current liabilities
|
|
14,595
|
|
|
12,244
|
|
||
Total current liabilities
|
|
61,782
|
|
|
53,209
|
|
||
Long-term debt, less current maturities
|
|
36,808
|
|
|
34,581
|
|
||
Deferred income taxes
|
|
2,993
|
|
|
2,474
|
|
||
Other liabilities
|
|
10,144
|
|
|
5,730
|
|
||
Total liabilities
|
|
111,727
|
|
|
95,994
|
|
||
|
|
|
|
|
||||
Redeemable noncontrolling interests
|
|
1,726
|
|
|
1,908
|
|
||
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; 948 and 960 issued and outstanding
|
|
9
|
|
|
10
|
|
||
Additional paid-in capital
|
|
7
|
|
|
—
|
|
||
Retained earnings
|
|
61,178
|
|
|
55,846
|
|
||
Accumulated other comprehensive loss
|
|
(3,578
|
)
|
|
(4,160
|
)
|
||
Nonredeemable noncontrolling interests
|
|
2,820
|
|
|
2,623
|
|
||
Total equity
|
|
60,436
|
|
|
54,319
|
|
||
Total liabilities, redeemable noncontrolling interests and equity
|
|
$
|
173,889
|
|
|
$
|
152,221
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(in millions, except per share data)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Premiums
|
|
$
|
189,699
|
|
|
$
|
178,087
|
|
|
$
|
158,453
|
|
Products
|
|
31,597
|
|
|
29,601
|
|
|
26,366
|
|
|||
Services
|
|
18,973
|
|
|
17,183
|
|
|
15,317
|
|
|||
Investment and other income
|
|
1,886
|
|
|
1,376
|
|
|
1,023
|
|
|||
Total revenues
|
|
242,155
|
|
|
226,247
|
|
|
201,159
|
|
|||
Operating costs:
|
|
|
|
|
|
|
||||||
Medical costs
|
|
156,440
|
|
|
145,403
|
|
|
130,036
|
|
|||
Operating costs
|
|
35,193
|
|
|
34,074
|
|
|
29,557
|
|
|||
Cost of products sold
|
|
28,117
|
|
|
26,998
|
|
|
24,112
|
|
|||
Depreciation and amortization
|
|
2,720
|
|
|
2,428
|
|
|
2,245
|
|
|||
Total operating costs
|
|
222,470
|
|
|
208,903
|
|
|
185,950
|
|
|||
Earnings from operations
|
|
19,685
|
|
|
17,344
|
|
|
15,209
|
|
|||
Interest expense
|
|
(1,704
|
)
|
|
(1,400
|
)
|
|
(1,186
|
)
|
|||
Earnings before income taxes
|
|
17,981
|
|
|
15,944
|
|
|
14,023
|
|
|||
Provision for income taxes
|
|
(3,742
|
)
|
|
(3,562
|
)
|
|
(3,200
|
)
|
|||
Net earnings
|
|
14,239
|
|
|
12,382
|
|
|
10,823
|
|
|||
Earnings attributable to noncontrolling interests
|
|
(400
|
)
|
|
(396
|
)
|
|
(265
|
)
|
|||
Net earnings attributable to UnitedHealth Group common shareholders
|
|
$
|
13,839
|
|
|
$
|
11,986
|
|
|
$
|
10,558
|
|
Earnings per share attributable to UnitedHealth Group common shareholders:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
14.55
|
|
|
$
|
12.45
|
|
|
$
|
10.95
|
|
Diluted
|
|
$
|
14.33
|
|
|
$
|
12.19
|
|
|
$
|
10.72
|
|
Basic weighted-average number of common shares outstanding
|
|
951
|
|
|
963
|
|
|
964
|
|
|||
Dilutive effect of common share equivalents
|
|
15
|
|
|
20
|
|
|
21
|
|
|||
Diluted weighted-average number of common shares outstanding
|
|
966
|
|
|
983
|
|
|
985
|
|
|||
Anti-dilutive shares excluded from the calculation of dilutive effect of common share equivalents
|
|
10
|
|
|
6
|
|
|
5
|
|
|
||||||||||||
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net earnings
|
|
$
|
14,239
|
|
|
$
|
12,382
|
|
|
$
|
10,823
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Gross unrealized gains (losses) on investment securities during the period
|
|
1,212
|
|
|
(294
|
)
|
|
209
|
|
|||
Income tax effect
|
|
(279
|
)
|
|
67
|
|
|
(72
|
)
|
|||
Total unrealized gains (losses), net of tax
|
|
933
|
|
|
(227
|
)
|
|
137
|
|
|||
Gross reclassification adjustment for net realized gains included in net earnings
|
|
(104
|
)
|
|
(62
|
)
|
|
(83
|
)
|
|||
Income tax effect
|
|
24
|
|
|
14
|
|
|
30
|
|
|||
Total reclassification adjustment, net of tax
|
|
(80
|
)
|
|
(48
|
)
|
|
(53
|
)
|
|||
Total foreign currency translation losses
|
|
(271
|
)
|
|
(1,242
|
)
|
|
(70
|
)
|
|||
Other comprehensive income (loss)
|
|
582
|
|
|
(1,517
|
)
|
|
14
|
|
|||
Comprehensive income
|
|
14,821
|
|
|
10,865
|
|
|
10,837
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
|
(400
|
)
|
|
(396
|
)
|
|
(265
|
)
|
|||
Comprehensive income attributable to UnitedHealth Group common shareholders
|
|
$
|
14,421
|
|
|
$
|
10,469
|
|
|
$
|
10,572
|
|
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Nonredeemable
Noncontrolling Interests |
|
Total
Equity |
|||||||||||||||||||
(in millions)
|
|
Shares
|
|
Amount
|
|
|
|
Net Unrealized (Losses) Gains on Investments
|
|
Foreign Currency Translation Losses
|
|
|
|||||||||||||||||||
Balance at January 1, 2017
|
|
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 and other adjustments 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 interest fair value and other adjustments
|
|
|
|
|
|
(163
|
)
|
|
|
|
|
|
|
|
|
|
(163
|
)
|
|||||||||||||
Acquisition and other adjustments of nonredeemable noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
521
|
|
|
521
|
|
|||||||||||||
Distributions to nonredeemable noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(228
|
)
|
|
(228
|
)
|
|||||||||||||
Balance at December 31, 2018
|
|
960
|
|
|
10
|
|
|
—
|
|
|
55,846
|
|
|
(264
|
)
|
|
(3,896
|
)
|
|
2,623
|
|
|
54,319
|
|
|||||||
Adjustment to adopt ASU 2016-02
|
|
|
|
|
|
|
|
(13
|
)
|
|
|
|
|
|
(5
|
)
|
|
(18
|
)
|
||||||||||||
Net earnings
|
|
|
|
|
|
|
|
13,839
|
|
|
|
|
|
|
285
|
|
|
14,124
|
|
||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
853
|
|
|
(271
|
)
|
|
|
|
582
|
|
||||||||||||
Issuances of common stock, and related tax effects
|
|
10
|
|
|
—
|
|
|
696
|
|
|
|
|
|
|
|
|
|
|
696
|
|
|||||||||||
Share-based compensation
|
|
|
|
|
|
673
|
|
|
|
|
|
|
|
|
|
|
673
|
|
|||||||||||||
Common share repurchases
|
|
(22
|
)
|
|
(1
|
)
|
|
(937
|
)
|
|
(4,562
|
)
|
|
|
|
|
|
|
|
(5,500
|
)
|
||||||||||
Cash dividends paid on common shares ($4.14 per share)
|
|
|
|
|
|
|
|
(3,932
|
)
|
|
|
|
|
|
|
|
(3,932
|
)
|
|||||||||||||
Redeemable noncontrolling interests fair value and other adjustments
|
|
|
|
|
|
(316
|
)
|
|
|
|
|
|
|
|
|
|
(316
|
)
|
|||||||||||||
Acquisition and other adjustments of nonredeemable noncontrolling interests
|
|
|
|
|
|
(109
|
)
|
|
|
|
|
|
|
|
196
|
|
|
87
|
|
||||||||||||
Distributions to nonredeemable noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(279
|
)
|
|
(279
|
)
|
|||||||||||||
Balance at December 31, 2019
|
|
948
|
|
|
$
|
9
|
|
|
$
|
7
|
|
|
$
|
61,178
|
|
|
$
|
589
|
|
|
$
|
(4,167
|
)
|
|
$
|
2,820
|
|
|
$
|
60,436
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating activities
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
14,239
|
|
|
$
|
12,382
|
|
|
$
|
10,823
|
|
Noncash items:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
2,720
|
|
|
2,428
|
|
|
2,245
|
|
|||
Deferred income taxes
|
|
230
|
|
|
42
|
|
|
(965
|
)
|
|||
Share-based compensation
|
|
697
|
|
|
638
|
|
|
597
|
|
|||
Other, net
|
|
(106
|
)
|
|
(71
|
)
|
|
217
|
|
|||
Net change in other operating items, net of effects from acquisitions and changes in AARP balances:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
162
|
|
|
(1,351
|
)
|
|
(1,062
|
)
|
|||
Other assets
|
|
(1,563
|
)
|
|
(750
|
)
|
|
(630
|
)
|
|||
Medical costs payable
|
|
1,221
|
|
|
1,831
|
|
|
1,284
|
|
|||
Accounts payable and other liabilities
|
|
733
|
|
|
526
|
|
|
930
|
|
|||
Unearned revenues
|
|
130
|
|
|
38
|
|
|
157
|
|
|||
Cash flows from operating activities
|
|
18,463
|
|
|
15,713
|
|
|
13,596
|
|
|||
Investing activities
|
|
|
|
|
|
|
||||||
Purchases of investments
|
|
(18,131
|
)
|
|
(14,010
|
)
|
|
(14,588
|
)
|
|||
Sales of investments
|
|
8,536
|
|
|
3,641
|
|
|
4,623
|
|
|||
Maturities of investments
|
|
7,091
|
|
|
6,270
|
|
|
5,646
|
|
|||
Cash paid for acquisitions, net of cash assumed
|
|
(8,343
|
)
|
|
(5,997
|
)
|
|
(2,131
|
)
|
|||
Purchases of property, equipment and capitalized software
|
|
(2,071
|
)
|
|
(2,063
|
)
|
|
(2,023
|
)
|
|||
Other, net
|
|
219
|
|
|
(226
|
)
|
|
(126
|
)
|
|||
Cash flows used for investing activities
|
|
(12,699
|
)
|
|
(12,385
|
)
|
|
(8,599
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
||||||
Common share repurchases
|
|
(5,500
|
)
|
|
(4,500
|
)
|
|
(1,500
|
)
|
|||
Cash dividends paid
|
|
(3,932
|
)
|
|
(3,320
|
)
|
|
(2,773
|
)
|
|||
Proceeds from common stock issuances
|
|
1,037
|
|
|
838
|
|
|
688
|
|
|||
Repayments of long-term debt
|
|
(1,750
|
)
|
|
(2,600
|
)
|
|
(4,398
|
)
|
|||
Proceeds from (repayments of) commercial paper, net
|
|
300
|
|
|
(201
|
)
|
|
(3,508
|
)
|
|||
Proceeds from issuance of long-term debt
|
|
5,444
|
|
|
6,935
|
|
|
5,291
|
|
|||
Customer funds administered
|
|
13
|
|
|
(131
|
)
|
|
3,172
|
|
|||
Other, net
|
|
(1,237
|
)
|
|
(1,386
|
)
|
|
(413
|
)
|
|||
Cash flows used for financing activities
|
|
(5,625
|
)
|
|
(4,365
|
)
|
|
(3,441
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(20
|
)
|
|
(78
|
)
|
|
(5
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
|
119
|
|
|
(1,115
|
)
|
|
1,551
|
|
|||
Cash and cash equivalents, beginning of period
|
|
10,866
|
|
|
11,981
|
|
|
10,430
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
10,985
|
|
|
$
|
10,866
|
|
|
$
|
11,981
|
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow disclosures
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
1,627
|
|
|
$
|
1,410
|
|
|
$
|
1,133
|
|
Cash paid for income taxes
|
|
3,542
|
|
|
3,257
|
|
|
4,004
|
|
|||
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)
|
|
2019
|
|
2018
|
||||
Redeemable noncontrolling interests, beginning of period
|
|
$
|
1,908
|
|
|
$
|
2,189
|
|
Net earnings
|
|
115
|
|
|
123
|
|
||
Acquisitions
|
|
90
|
|
|
102
|
|
||
Redemptions
|
|
(618
|
)
|
|
(90
|
)
|
||
Distributions
|
|
(69
|
)
|
|
(53
|
)
|
||
Fair value and other adjustments
|
|
300
|
|
|
(363
|
)
|
||
Redeemable noncontrolling interests, end of period
|
|
$
|
1,726
|
|
|
$
|
1,908
|
|
3.
|
Investments
|
(in millions)
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
||||||||
Debt securities - available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
$
|
3,502
|
|
|
$
|
55
|
|
|
$
|
(4
|
)
|
|
$
|
3,553
|
|
State and municipal obligations
|
|
5,680
|
|
|
251
|
|
|
(5
|
)
|
|
5,926
|
|
||||
Corporate obligations
|
|
17,910
|
|
|
343
|
|
|
(11
|
)
|
|
18,242
|
|
||||
U.S. agency mortgage-backed securities
|
|
6,425
|
|
|
109
|
|
|
(6
|
)
|
|
6,528
|
|
||||
Non-U.S. agency mortgage-backed securities
|
|
1,811
|
|
|
37
|
|
|
(3
|
)
|
|
1,845
|
|
||||
Total debt securities - available-for-sale
|
|
35,328
|
|
|
795
|
|
|
(29
|
)
|
|
36,094
|
|
||||
Debt securities - held-to-maturity:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
402
|
|
|
2
|
|
|
—
|
|
|
404
|
|
||||
State and municipal obligations
|
|
32
|
|
|
2
|
|
|
—
|
|
|
34
|
|
||||
Corporate obligations
|
|
538
|
|
|
—
|
|
|
(1
|
)
|
|
537
|
|
||||
Total debt securities - held-to-maturity
|
|
972
|
|
|
4
|
|
|
(1
|
)
|
|
975
|
|
||||
Total debt securities
|
|
$
|
36,300
|
|
|
$
|
799
|
|
|
$
|
(30
|
)
|
|
$
|
37,069
|
|
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
|
|
|
|
Available-for-Sale
|
|
Held-to-Maturity
|
||||||||||||
(in millions)
|
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost |
|
Fair
Value |
||||||||
Due in one year or less
|
|
$
|
3,382
|
|
|
$
|
3,388
|
|
|
$
|
314
|
|
|
$
|
314
|
|
Due after one year through five years
|
|
11,966
|
|
|
12,159
|
|
|
391
|
|
|
392
|
|
||||
Due after five years through ten years
|
|
8,307
|
|
|
8,643
|
|
|
144
|
|
|
144
|
|
||||
Due after ten years
|
|
3,437
|
|
|
3,531
|
|
|
123
|
|
|
125
|
|
||||
U.S. agency mortgage-backed securities
|
|
6,425
|
|
|
6,528
|
|
|
—
|
|
|
—
|
|
||||
Non-U.S. agency mortgage-backed securities
|
|
1,811
|
|
|
1,845
|
|
|
—
|
|
|
—
|
|
||||
Total debt securities
|
|
$
|
35,328
|
|
|
$
|
36,094
|
|
|
$
|
972
|
|
|
$
|
975
|
|
|
|
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, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. government and agency obligations
|
|
$
|
616
|
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
616
|
|
|
$
|
(4
|
)
|
State and municipal obligations
|
|
440
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
440
|
|
|
(5
|
)
|
||||||
Corporate obligations
|
|
1,903
|
|
|
(7
|
)
|
|
740
|
|
|
(4
|
)
|
|
2,643
|
|
|
(11
|
)
|
||||||
U.S. agency mortgage-backed securities
|
|
657
|
|
|
(3
|
)
|
|
333
|
|
|
(3
|
)
|
|
990
|
|
|
(6
|
)
|
||||||
Non-U.S. agency mortgage-backed securities
|
|
406
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
406
|
|
|
(3
|
)
|
||||||
Total debt securities - available-for-sale
|
|
$
|
4,022
|
|
|
$
|
(22
|
)
|
|
$
|
1,073
|
|
|
$
|
(7
|
)
|
|
$
|
5,095
|
|
|
$
|
(29
|
)
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
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
|
)
|
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, 2019
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
10,837
|
|
|
$
|
148
|
|
|
$
|
—
|
|
|
$
|
10,985
|
|
Debt securities - available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency obligations
|
|
3,369
|
|
|
184
|
|
|
—
|
|
|
3,553
|
|
||||
State and municipal obligations
|
|
—
|
|
|
5,926
|
|
|
—
|
|
|
5,926
|
|
||||
Corporate obligations
|
|
70
|
|
|
17,923
|
|
|
249
|
|
|
18,242
|
|
||||
U.S. agency mortgage-backed securities
|
|
—
|
|
|
6,528
|
|
|
—
|
|
|
6,528
|
|
||||
Non-U.S. agency mortgage-backed securities
|
|
—
|
|
|
1,845
|
|
|
—
|
|
|
1,845
|
|
||||
Total debt securities - available-for-sale
|
|
3,439
|
|
|
32,406
|
|
|
249
|
|
|
36,094
|
|
||||
Equity securities
|
|
1,734
|
|
|
22
|
|
|
—
|
|
|
1,756
|
|
||||
Assets under management
|
|
1,123
|
|
|
1,918
|
|
|
35
|
|
|
3,076
|
|
||||
Total assets at fair value
|
|
$
|
17,133
|
|
|
$
|
34,494
|
|
|
$
|
284
|
|
|
$
|
51,911
|
|
Percentage of total assets at fair value
|
|
33
|
%
|
|
66
|
%
|
|
1
|
%
|
|
100
|
%
|
||||
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
|
%
|
(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, 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt securities - held-to-maturity
|
|
$
|
541
|
|
|
$
|
181
|
|
|
$
|
253
|
|
|
$
|
975
|
|
|
$
|
972
|
|
Long-term debt and other financing obligations
|
|
$
|
—
|
|
|
$
|
45,078
|
|
|
$
|
—
|
|
|
$
|
45,078
|
|
|
$
|
40,278
|
|
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
|
|
5.
|
Property, Equipment and Capitalized Software
|
(in millions)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Land and improvements
|
|
$
|
589
|
|
|
$
|
566
|
|
Buildings and improvements
|
|
4,705
|
|
|
4,470
|
|
||
Computer equipment
|
|
2,015
|
|
|
1,984
|
|
||
Furniture and fixtures
|
|
1,752
|
|
|
1,525
|
|
||
Less accumulated depreciation
|
|
(3,328
|
)
|
|
(2,787
|
)
|
||
Property and equipment, net
|
|
5,733
|
|
|
5,758
|
|
||
Capitalized software
|
|
4,638
|
|
|
4,054
|
|
||
Less accumulated amortization
|
|
(1,667
|
)
|
|
(1,354
|
)
|
||
Capitalized software, net
|
|
2,971
|
|
|
2,700
|
|
||
Total property, equipment and capitalized software, net
|
|
$
|
8,704
|
|
|
$
|
8,458
|
|
6.
|
Goodwill and Other Intangible Assets
|
(in millions)
|
|
UnitedHealthcare
|
|
OptumHealth
|
|
OptumInsight
|
|
OptumRx
|
|
Consolidated
|
||||||||||
Balance at January 1, 2018
|
|
$
|
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
|
|
|||||
Acquisitions
|
|
1,022
|
|
|
3,395
|
|
|
2,521
|
|
|
6
|
|
|
6,944
|
|
|||||
Foreign currency effects and adjustments, net
|
|
(194
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(195
|
)
|
|||||
Balance at December 31, 2019
|
|
$
|
27,228
|
|
|
$
|
15,342
|
|
|
$
|
8,292
|
|
|
$
|
14,797
|
|
|
$
|
65,659
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
(in millions)
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||||||||
Customer-related
|
|
$
|
12,968
|
|
|
$
|
(4,319
|
)
|
|
$
|
8,649
|
|
|
$
|
11,622
|
|
|
$
|
(3,908
|
)
|
|
$
|
7,714
|
|
Trademarks and technology
|
|
1,186
|
|
|
(525
|
)
|
|
661
|
|
|
1,122
|
|
|
(512
|
)
|
|
610
|
|
||||||
Trademarks and other indefinite-lived
|
|
726
|
|
|
—
|
|
|
726
|
|
|
745
|
|
|
—
|
|
|
745
|
|
||||||
Other
|
|
541
|
|
|
(228
|
)
|
|
313
|
|
|
428
|
|
|
(172
|
)
|
|
256
|
|
||||||
Total
|
|
$
|
15,421
|
|
|
$
|
(5,072
|
)
|
|
$
|
10,349
|
|
|
$
|
13,917
|
|
|
$
|
(4,592
|
)
|
|
$
|
9,325
|
|
|
|
2019
|
|
2018
|
||||||||
(in millions, except years)
|
|
Fair Value
|
|
Weighted-Average Useful Life
|
|
Fair Value
|
|
Weighted-Average Useful Life
|
||||
Customer-related
|
|
$
|
1,750
|
|
|
13 years
|
|
$
|
1,355
|
|
|
17 years
|
Trademarks and technology
|
|
163
|
|
|
5 years
|
|
122
|
|
|
4 years
|
||
Other
|
|
119
|
|
|
11 years
|
|
97
|
|
|
9 years
|
||
Total acquired finite-lived intangible assets
|
|
$
|
2,032
|
|
|
13 years
|
|
$
|
1,574
|
|
|
16 years
|
7.
|
Medical Costs Payable
|
(in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Medical costs payable, beginning of period
|
|
$
|
19,891
|
|
|
$
|
17,871
|
|
|
$
|
16,391
|
|
Acquisitions
|
|
679
|
|
|
339
|
|
|
83
|
|
|||
Reported medical costs:
|
|
|
|
|
|
|
||||||
Current year
|
|
157,020
|
|
|
145,723
|
|
|
130,726
|
|
|||
Prior years
|
|
(580
|
)
|
|
(320
|
)
|
|
(690
|
)
|
|||
Total reported medical costs
|
|
156,440
|
|
|
145,403
|
|
|
130,036
|
|
|||
Medical payments:
|
|
|
|
|
|
|
||||||
Payments for current year
|
|
(137,155
|
)
|
|
(127,155
|
)
|
|
(113,811
|
)
|
|||
Payments for prior years
|
|
(18,165
|
)
|
|
(16,567
|
)
|
|
(14,828
|
)
|
|||
Total medical payments
|
|
(155,320
|
)
|
|
(143,722
|
)
|
|
(128,639
|
)
|
|||
Medical costs payable, end of period
|
|
$
|
21,690
|
|
|
$
|
19,891
|
|
|
$
|
17,871
|
|
|
|
Net Incurred Medical Costs
|
||||||
(in millions)
|
|
For the Years ended December 31,
|
||||||
Year
|
|
2018
|
|
2019
|
||||
2018
|
|
$
|
145,723
|
|
|
$
|
145,293
|
|
2019
|
|
|
|
157,020
|
|
|||
Total
|
|
|
|
$
|
302,313
|
|
||
|
|
|
|
|
||||
|
|
Net Cumulative Medical Payments
|
||||||
(in millions)
|
|
For the Years ended December 31,
|
||||||
Year
|
|
2018
|
|
2019
|
||||
2018
|
|
$
|
(127,155
|
)
|
|
$
|
(144,143
|
)
|
2019
|
|
|
|
(137,155
|
)
|
|||
Total
|
|
|
|
(281,298
|
)
|
|||
Net remaining outstanding liabilities prior to 2018
|
|
|
|
675
|
|
|||
Total medical costs payable
|
|
|
|
$
|
21,690
|
|
8.
|
Commercial Paper and Long-Term Debt
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
(in millions, except percentages)
|
|
Par Value
|
|
Carrying Value
|
|
Fair Value
|
|
Par Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||||||
Commercial paper
|
|
$
|
400
|
|
|
$
|
400
|
|
|
$
|
400
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
1.700% notes due February 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
750
|
|
|
750
|
|
|
749
|
|
||||||
1.625% notes due March 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|
500
|
|
|
499
|
|
||||||
2.300% notes due December 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|
494
|
|
|
497
|
|
||||||
2.700% notes due July 2020
|
|
1,500
|
|
|
1,499
|
|
|
1,506
|
|
|
1,500
|
|
|
1,498
|
|
|
1,494
|
|
||||||
Floating rate notes due October 2020
|
|
300
|
|
|
300
|
|
|
300
|
|
|
300
|
|
|
299
|
|
|
298
|
|
||||||
3.875% notes due October 2020
|
|
450
|
|
|
450
|
|
|
455
|
|
|
450
|
|
|
443
|
|
|
456
|
|
||||||
1.950% notes due October 2020
|
|
900
|
|
|
899
|
|
|
900
|
|
|
900
|
|
|
897
|
|
|
884
|
|
||||||
4.700% notes due February 2021
|
|
400
|
|
|
403
|
|
|
410
|
|
|
400
|
|
|
398
|
|
|
412
|
|
||||||
2.125% notes due March 2021
|
|
750
|
|
|
749
|
|
|
753
|
|
|
750
|
|
|
747
|
|
|
734
|
|
||||||
Floating rate notes due June 2021
|
|
350
|
|
|
349
|
|
|
350
|
|
|
350
|
|
|
349
|
|
|
347
|
|
||||||
3.150% notes due June 2021
|
|
400
|
|
|
399
|
|
|
407
|
|
|
400
|
|
|
399
|
|
|
400
|
|
||||||
3.375% notes due November 2021
|
|
500
|
|
|
501
|
|
|
512
|
|
|
500
|
|
|
489
|
|
|
503
|
|
||||||
2.875% notes due December 2021
|
|
750
|
|
|
753
|
|
|
765
|
|
|
750
|
|
|
735
|
|
|
748
|
|
||||||
2.875% notes due March 2022
|
|
1,100
|
|
|
1,087
|
|
|
1,121
|
|
|
1,100
|
|
|
1,051
|
|
|
1,091
|
|
||||||
3.350% notes due July 2022
|
|
1,000
|
|
|
998
|
|
|
1,036
|
|
|
1,000
|
|
|
997
|
|
|
1,005
|
|
||||||
2.375% notes due October 2022
|
|
900
|
|
|
896
|
|
|
911
|
|
|
900
|
|
|
894
|
|
|
872
|
|
||||||
0.000% notes due November 2022
|
|
15
|
|
|
13
|
|
|
14
|
|
|
15
|
|
|
12
|
|
|
13
|
|
||||||
2.750% notes due February 2023
|
|
625
|
|
|
624
|
|
|
638
|
|
|
625
|
|
|
602
|
|
|
611
|
|
||||||
2.875% notes due March 2023
|
|
750
|
|
|
770
|
|
|
770
|
|
|
750
|
|
|
750
|
|
|
739
|
|
||||||
3.500% notes due June 2023
|
|
750
|
|
|
747
|
|
|
786
|
|
|
750
|
|
|
746
|
|
|
756
|
|
||||||
3.500% notes due February 2024
|
|
750
|
|
|
746
|
|
|
792
|
|
|
750
|
|
|
745
|
|
|
755
|
|
||||||
2.375% notes due August 2024
|
|
750
|
|
|
747
|
|
|
760
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
3.750% notes due July 2025
|
|
2,000
|
|
|
1,990
|
|
|
2,161
|
|
|
2,000
|
|
|
1,989
|
|
|
2,025
|
|
||||||
3.700% notes due December 2025
|
|
300
|
|
|
298
|
|
|
325
|
|
|
300
|
|
|
298
|
|
|
303
|
|
||||||
3.100% notes due March 2026
|
|
1,000
|
|
|
996
|
|
|
1,048
|
|
|
1,000
|
|
|
995
|
|
|
965
|
|
||||||
3.450% notes due January 2027
|
|
750
|
|
|
746
|
|
|
804
|
|
|
750
|
|
|
746
|
|
|
742
|
|
||||||
3.375% notes due April 2027
|
|
625
|
|
|
620
|
|
|
667
|
|
|
625
|
|
|
619
|
|
|
611
|
|
||||||
2.950% notes due October 2027
|
|
950
|
|
|
939
|
|
|
988
|
|
|
950
|
|
|
938
|
|
|
898
|
|
||||||
3.850% notes due June 2028
|
|
1,150
|
|
|
1,142
|
|
|
1,269
|
|
|
1,150
|
|
|
1,142
|
|
|
1,163
|
|
||||||
3.875% notes due December 2028
|
|
850
|
|
|
843
|
|
|
941
|
|
|
850
|
|
|
842
|
|
|
861
|
|
||||||
2.875% notes due August 2029
|
|
1,000
|
|
|
993
|
|
|
1,029
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
4.625% notes due July 2035
|
|
1,000
|
|
|
992
|
|
|
1,215
|
|
|
1,000
|
|
|
992
|
|
|
1,060
|
|
||||||
5.800% notes due March 2036
|
|
850
|
|
|
838
|
|
|
1,129
|
|
|
850
|
|
|
838
|
|
|
1,003
|
|
||||||
6.500% notes due June 2037
|
|
500
|
|
|
492
|
|
|
712
|
|
|
500
|
|
|
492
|
|
|
638
|
|
||||||
6.625% notes due November 2037
|
|
650
|
|
|
641
|
|
|
940
|
|
|
650
|
|
|
641
|
|
|
841
|
|
||||||
6.875% notes due February 2038
|
|
1,100
|
|
|
1,076
|
|
|
1,631
|
|
|
1,100
|
|
|
1,076
|
|
|
1,437
|
|
||||||
3.500% notes due August 2039
|
|
1,250
|
|
|
1,241
|
|
|
1,313
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
5.700% notes due October 2040
|
|
300
|
|
|
296
|
|
|
396
|
|
|
300
|
|
|
296
|
|
|
355
|
|
||||||
5.950% notes due February 2041
|
|
350
|
|
|
345
|
|
|
475
|
|
|
350
|
|
|
345
|
|
|
426
|
|
||||||
4.625% notes due November 2041
|
|
600
|
|
|
589
|
|
|
716
|
|
|
600
|
|
|
588
|
|
|
627
|
|
||||||
4.375% notes due March 2042
|
|
502
|
|
|
484
|
|
|
580
|
|
|
502
|
|
|
484
|
|
|
503
|
|
||||||
3.950% notes due October 2042
|
|
625
|
|
|
607
|
|
|
688
|
|
|
625
|
|
|
607
|
|
|
596
|
|
||||||
4.250% notes due March 2043
|
|
750
|
|
|
735
|
|
|
856
|
|
|
750
|
|
|
734
|
|
|
744
|
|
||||||
4.750% notes due July 2045
|
|
2,000
|
|
|
1,973
|
|
|
2,463
|
|
|
2,000
|
|
|
1,973
|
|
|
2,116
|
|
||||||
4.200% notes due January 2047
|
|
750
|
|
|
738
|
|
|
861
|
|
|
750
|
|
|
738
|
|
|
745
|
|
||||||
4.250% notes due April 2047
|
|
725
|
|
|
717
|
|
|
839
|
|
|
725
|
|
|
717
|
|
|
719
|
|
||||||
3.750% notes due October 2047
|
|
950
|
|
|
934
|
|
|
1,023
|
|
|
950
|
|
|
933
|
|
|
869
|
|
||||||
4.250% notes due June 2048
|
|
1,350
|
|
|
1,330
|
|
|
1,569
|
|
|
1,350
|
|
|
1,329
|
|
|
1,349
|
|
||||||
4.450% notes due December 2048
|
|
1,100
|
|
|
1,086
|
|
|
1,316
|
|
|
1,100
|
|
|
1,087
|
|
|
1,132
|
|
||||||
3.700% notes due August 2049
|
|
1,250
|
|
|
1,235
|
|
|
1,344
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
3.875% notes due August 2059
|
|
1,250
|
|
|
1,228
|
|
|
1,350
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total commercial paper and long-term debt
|
|
$
|
39,817
|
|
|
$
|
39,474
|
|
|
$
|
44,234
|
|
|
$
|
35,667
|
|
|
$
|
35,234
|
|
|
$
|
36,591
|
|
9.
|
Income Taxes
|
(in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current Provision:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
2,629
|
|
|
$
|
2,897
|
|
|
$
|
3,597
|
|
State and local
|
|
319
|
|
|
219
|
|
|
314
|
|
|||
Foreign
|
|
564
|
|
|
404
|
|
|
254
|
|
|||
Total current provision
|
|
3,512
|
|
|
3,520
|
|
|
4,165
|
|
|||
Deferred provision (benefit)
|
|
230
|
|
|
42
|
|
|
(965
|
)
|
|||
Total provision for income taxes
|
|
$
|
3,742
|
|
|
$
|
3,562
|
|
|
$
|
3,200
|
|
(in millions, except percentages)
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
Tax provision at the U.S. federal statutory rate
|
|
$
|
3,776
|
|
|
21.0
|
%
|
|
$
|
3,348
|
|
|
21.0
|
%
|
|
$
|
4,908
|
|
|
35.0
|
%
|
Change in tax law
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,199
|
)
|
|
(8.6
|
)
|
|||
State income taxes, net of federal benefit
|
|
271
|
|
|
1.5
|
|
|
168
|
|
|
1.0
|
|
|
197
|
|
|
1.4
|
|
|||
Share-based awards - excess tax benefit
|
|
(132
|
)
|
|
(0.7
|
)
|
|
(161
|
)
|
|
(1.0
|
)
|
|
(319
|
)
|
|
(2.3
|
)
|
|||
Non-deductible compensation
|
|
119
|
|
|
0.7
|
|
|
117
|
|
|
0.7
|
|
|
175
|
|
|
1.3
|
|
|||
Health insurance industry tax
|
|
—
|
|
|
—
|
|
|
552
|
|
|
3.5
|
|
|
—
|
|
|
—
|
|
|||
Foreign rate differential
|
|
(214
|
)
|
|
(1.2
|
)
|
|
(203
|
)
|
|
(1.3
|
)
|
|
(282
|
)
|
|
(2.0
|
)
|
|||
Other, net
|
|
(78
|
)
|
|
(0.5
|
)
|
|
(259
|
)
|
|
(1.6
|
)
|
|
(280
|
)
|
|
(2.0
|
)
|
|||
Provision for income taxes
|
|
$
|
3,742
|
|
|
20.8
|
%
|
|
$
|
3,562
|
|
|
22.3
|
%
|
|
$
|
3,200
|
|
|
22.8
|
%
|
(in millions)
|
|
2019
|
|
2018
|
||||
Deferred income tax assets:
|
|
|
|
|
||||
Accrued expenses and allowances
|
|
$
|
654
|
|
|
$
|
551
|
|
U.S. federal and state net operating loss carryforwards
|
|
260
|
|
|
190
|
|
||
Share-based compensation
|
|
97
|
|
|
91
|
|
||
Nondeductible liabilities
|
|
184
|
|
|
184
|
|
||
Non-U.S. tax loss carryforwards
|
|
420
|
|
|
426
|
|
||
Lease liability
|
|
892
|
|
|
—
|
|
||
Other-domestic
|
|
179
|
|
|
306
|
|
||
Other-non-U.S.
|
|
329
|
|
|
337
|
|
||
Subtotal
|
|
3,015
|
|
|
2,085
|
|
||
Less: valuation allowances
|
|
(147
|
)
|
|
(84
|
)
|
||
Total deferred income tax assets
|
|
2,868
|
|
|
2,001
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
||||
U.S. federal and state intangible assets
|
|
(2,370
|
)
|
|
(2,131
|
)
|
||
Non-U.S. goodwill and intangible assets
|
|
(735
|
)
|
|
(709
|
)
|
||
Capitalized software
|
|
(683
|
)
|
|
(603
|
)
|
||
Depreciation and amortization
|
|
(301
|
)
|
|
(266
|
)
|
||
Prepaid expenses
|
|
(172
|
)
|
|
(152
|
)
|
||
Outside basis in partnerships
|
|
(317
|
)
|
|
(300
|
)
|
||
Lease right-of-use asset
|
|
(887
|
)
|
|
—
|
|
||
Other-domestic
|
|
(177
|
)
|
|
—
|
|
||
Other-non-U.S.
|
|
(219
|
)
|
|
(314
|
)
|
||
Total deferred income tax liabilities
|
|
(5,861
|
)
|
|
(4,475
|
)
|
||
Net deferred income tax liabilities
|
|
$
|
(2,993
|
)
|
|
$
|
(2,474
|
)
|
(in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Gross unrecognized tax benefits, beginning of period
|
|
$
|
1,056
|
|
|
$
|
598
|
|
|
$
|
263
|
|
Gross increases:
|
|
|
|
|
|
|
|
|
|
|||
Current year tax positions
|
|
512
|
|
|
487
|
|
|
356
|
|
|||
Prior year tax positions
|
|
2
|
|
|
87
|
|
|
40
|
|
|||
Gross decreases:
|
|
|
|
|
|
|
|
|
|
|||
Prior year tax positions
|
|
(96
|
)
|
|
(84
|
)
|
|
(33
|
)
|
|||
Settlements
|
|
(46
|
)
|
|
(20
|
)
|
|
(24
|
)
|
|||
Statute of limitations lapses
|
|
(5
|
)
|
|
(12
|
)
|
|
(4
|
)
|
|||
Gross unrecognized tax benefits, end of period
|
|
$
|
1,423
|
|
|
$
|
1,056
|
|
|
$
|
598
|
|
10.
|
Shareholders' Equity
|
|
|
Years Ended December 31,
|
||||||||
(in millions, except per share data)
|
|
2019
|
|
2018
|
||||||
Common share repurchases, shares
|
|
22
|
|
|
19
|
|
||||
Common share repurchases, average price per share
|
|
$
|
245.97
|
|
|
$
|
236.72
|
|
||
Common share repurchases, aggregate cost
|
|
$
|
5,500
|
|
|
$
|
4,500
|
|
||
Board authorized shares remaining
|
|
72
|
|
|
94
|
|
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
|
35
|
|
|
$
|
131
|
|
|
|
|
|
||
Granted
|
7
|
|
|
260
|
|
|
|
|
|
|||
Exercised
|
(9
|
)
|
|
94
|
|
|
|
|
|
|||
Forfeited
|
(1
|
)
|
|
212
|
|
|
|
|
|
|||
Outstanding at end of period
|
32
|
|
|
166
|
|
|
6.5
|
|
$
|
4,106
|
|
|
Exercisable at end of period
|
15
|
|
|
114
|
|
|
5.0
|
|
2,716
|
|
||
Vested and expected to vest, end of period
|
31
|
|
|
165
|
|
|
6.4
|
|
4,068
|
|
(shares in millions)
|
|
Shares
|
|
Weighted-Average
Grant Date
Fair Value
per Share
|
|||
Nonvested at beginning of period
|
|
6
|
|
|
$
|
163
|
|
Granted
|
|
2
|
|
|
259
|
|
|
Vested
|
|
(3
|
)
|
|
147
|
|
|
Nonvested at end of period
|
|
5
|
|
|
207
|
|
(in millions, except per share amounts)
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||
Stock Options
|
|
|
|
|
|
|
||||||
Weighted-average grant date fair value of shares granted, per share
|
|
$
|
46
|
|
|
$
|
43
|
|
|
$
|
29
|
|
Total intrinsic value of stock options exercised
|
|
1,398
|
|
|
1,431
|
|
|
1,473
|
|
|||
Restricted Shares
|
|
|
|
|
|
|
||||||
Weighted-average grant date fair value of shares granted, per share
|
|
259
|
|
|
229
|
|
|
163
|
|
|||
Total fair value of restricted shares vested
|
|
$
|
545
|
|
|
$
|
521
|
|
|
$
|
460
|
|
Employee Stock Purchase Plan
|
|
|
|
|
|
|
||||||
Number of shares purchased
|
|
1
|
|
|
2
|
|
|
2
|
|
|||
Share-Based Compensation Items
|
|
|
|
|
|
|
||||||
Share-based compensation expense, before tax
|
|
$
|
697
|
|
|
$
|
638
|
|
|
$
|
597
|
|
Share-based compensation expense, net of tax effects
|
|
641
|
|
|
587
|
|
|
531
|
|
|||
Income tax benefit realized from share-based award exercises
|
|
201
|
|
|
239
|
|
|
431
|
|
(in millions, except years)
|
|
December 31, 2019
|
||
Unrecognized compensation expense related to share awards
|
|
$
|
714
|
|
Weighted-average years to recognize compensation expense
|
|
1.3
|
|
|
|
For the Years Ended December 31,
|
||||
|
|
2019
|
|
2018
|
|
2017
|
Risk-free interest rate
|
|
1.5% - 2.5%
|
|
2.6% - 3.1%
|
|
1.9% - 2.1%
|
Expected volatility
|
|
19.4% - 21.6%
|
|
18.7% - 19.3%
|
|
18.5% - 20.7%
|
Expected dividend yield
|
|
1.4% - 1.8%
|
|
1.3% - 1.5%
|
|
1.4% - 1.6%
|
Forfeiture rate
|
|
5.0%
|
|
5.0%
|
|
5.0%
|
Expected life in years
|
|
5.3
|
|
5.6
|
|
5.7
|
12.
|
Commitments and Contingencies
|
(in millions)
|
|
Future Minimum Lease Payments
|
||
2020
|
|
$
|
804
|
|
2021
|
|
723
|
|
|
2022
|
|
604
|
|
|
2023
|
|
499
|
|
|
2024
|
|
402
|
|
|
Thereafter
|
|
1,671
|
|
|
Total future minimum lease payments
|
|
4,703
|
|
|
Less imputed interest
|
|
(744
|
)
|
|
Total
|
|
$
|
3,959
|
|
13.
|
Business Combinations
|
14.
|
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
|
•
|
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 community health 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
|
||||||||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenues - unaffiliated customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Premiums
|
|
$
|
183,783
|
|
|
$
|
5,916
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,916
|
|
|
$
|
—
|
|
|
$
|
189,699
|
|
Products
|
|
—
|
|
|
31
|
|
|
116
|
|
|
31,450
|
|
|
—
|
|
|
31,597
|
|
|
—
|
|
|
31,597
|
|
||||||||
Services
|
|
8,922
|
|
|
5,732
|
|
|
3,630
|
|
|
689
|
|
|
—
|
|
|
10,051
|
|
|
—
|
|
|
18,973
|
|
||||||||
Total revenues - unaffiliated customers
|
|
192,705
|
|
|
11,679
|
|
|
3,746
|
|
|
32,139
|
|
|
—
|
|
|
47,564
|
|
|
—
|
|
|
240,269
|
|
||||||||
Total revenues - affiliated customers
|
|
—
|
|
|
17,966
|
|
|
6,239
|
|
|
42,093
|
|
|
(1,661
|
)
|
|
64,637
|
|
|
(64,637
|
)
|
|
—
|
|
||||||||
Investment and other income
|
|
1,137
|
|
|
672
|
|
|
21
|
|
|
56
|
|
|
—
|
|
|
749
|
|
|
—
|
|
|
1,886
|
|
||||||||
Total revenues
|
|
$
|
193,842
|
|
|
$
|
30,317
|
|
|
$
|
10,006
|
|
|
$
|
74,288
|
|
|
$
|
(1,661
|
)
|
|
$
|
112,950
|
|
|
$
|
(64,637
|
)
|
|
$
|
242,155
|
|
Earnings from operations
|
|
$
|
10,326
|
|
|
$
|
2,963
|
|
|
$
|
2,494
|
|
|
$
|
3,902
|
|
|
$
|
—
|
|
|
$
|
9,359
|
|
|
$
|
—
|
|
|
$
|
19,685
|
|
Interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,704
|
)
|
|
(1,704
|
)
|
||||||||
Earnings before income taxes
|
|
$
|
10,326
|
|
|
$
|
2,963
|
|
|
$
|
2,494
|
|
|
$
|
3,902
|
|
|
$
|
—
|
|
|
$
|
9,359
|
|
|
$
|
(1,704
|
)
|
|
$
|
17,981
|
|
Total assets
|
|
$
|
88,250
|
|
|
$
|
40,444
|
|
|
$
|
15,181
|
|
|
$
|
36,346
|
|
|
$
|
—
|
|
|
$
|
91,971
|
|
|
$
|
(6,332
|
)
|
|
$
|
173,889
|
|
Purchases of property, equipment and capitalized software
|
|
841
|
|
|
573
|
|
|
495
|
|
|
162
|
|
|
—
|
|
|
1,230
|
|
|
—
|
|
|
2,071
|
|
||||||||
Depreciation and amortization
|
|
926
|
|
|
565
|
|
|
672
|
|
|
557
|
|
|
—
|
|
|
1,794
|
|
|
—
|
|
|
2,720
|
|
||||||||
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
|
|
15.
|
Quarterly Financial Data (Unaudited)
|
|
|
For the Quarter Ended
|
||||||||||||||
(in millions, except per share data)
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2019
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
60,308
|
|
|
$
|
60,595
|
|
|
$
|
60,351
|
|
|
$
|
60,901
|
|
Operating costs
|
|
55,476
|
|
|
55,851
|
|
|
55,337
|
|
|
55,806
|
|
||||
Earnings from operations
|
|
4,832
|
|
|
4,744
|
|
|
5,014
|
|
|
5,095
|
|
||||
Net earnings
|
|
3,557
|
|
|
3,385
|
|
|
3,629
|
|
|
3,668
|
|
||||
Net earnings attributable to UnitedHealth Group common shareholders
|
|
3,467
|
|
|
3,293
|
|
|
3,538
|
|
|
3,541
|
|
||||
Net earnings per share attributable to UnitedHealth Group common shareholders:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
3.62
|
|
|
3.47
|
|
|
3.73
|
|
|
3.74
|
|
||||
Diluted
|
|
3.56
|
|
|
3.42
|
|
|
3.67
|
|
|
3.68
|
|
||||
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
|
|
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 14, 2020
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
William C. Ballard, Jr.
|
|
Valerie Montgomery Rice, M.D.
|
Former Of Counsel
Bingham Greenebaum Doll LLP
|
|
President and Dean
Morehouse School of Medicine |
|
|
|
Richard T. Burke
|
|
John H. Noseworthy, M.D.
|
Lead Independent Director
UnitedHealth Group
|
|
Former Chief Executive Officer and President
Mayo Clinic
|
|
||
|
|
|
Timothy P. Flynn
|
|
Glenn M. Renwick
|
Retired Chair
KPMG International
|
|
Former Chairman and Chief Executive Officer
The Progressive Corporation
|
|
||
|
|
|
Stephen J. Hemsley
|
|
David S. Wichmann
|
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
|
|
||
|
|
|
F. William McNabb III
|
|
|
Former Chairman and Chief Executive Officer
The Vanguard Group, Inc. |
|
|
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)
|
|
31
|
|
|
$
|
169
|
|
|
37
|
|
(3)
|
Equity compensation plans not approved by shareholders (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total (2)
|
|
31
|
|
|
$
|
169
|
|
|
37
|
|
|
(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 824,000 shares underlying stock options assumed by us in connection with acquisitions. These options have a weighted-average exercise price of $58 and an average remaining term of approximately 4 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 5 million shares of common stock available for future issuance under the 1993 Employee Stock Purchase Plan as of December 31, 2019, and 32 million shares available under the 2011 Stock Incentive Plan as of December 31, 2019. Shares available under the 2011 Stock Incentive Plan may become the subject of future awards in the form of stock options, stock appreciation rights, 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.
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
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.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and embedded within Exhibit 101).
|
*
|
|
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 14, 2020
|
(in millions, except per share data)
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
46
|
|
|
$
|
434
|
|
Other current assets
|
|
787
|
|
|
197
|
|
||
Total current assets
|
|
833
|
|
|
631
|
|
||
Equity in net assets of subsidiaries
|
|
93,467
|
|
|
83,244
|
|
||
Long-term notes receivable from subsidiaries
|
|
5,079
|
|
|
4,461
|
|
||
Other assets
|
|
794
|
|
|
972
|
|
||
Total assets
|
|
$
|
100,173
|
|
|
$
|
89,308
|
|
|
|
|
|
|
||||
Liabilities and shareholders’ equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable and accrued liabilities
|
|
$
|
688
|
|
|
$
|
618
|
|
Current portion of notes payable to subsidiaries
|
|
750
|
|
|
714
|
|
||
Commercial paper and current maturities of long-term debt
|
|
3,548
|
|
|
1,744
|
|
||
Total current liabilities
|
|
4,986
|
|
|
3,076
|
|
||
Long-term debt, less current maturities
|
|
35,926
|
|
|
33,490
|
|
||
Long-term notes payable to subsidiaries
|
|
1,314
|
|
|
560
|
|
||
Other liabilities
|
|
331
|
|
|
486
|
|
||
Total liabilities
|
|
42,557
|
|
|
37,612
|
|
||
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; 948 and 960 issued and outstanding
|
|
9
|
|
|
10
|
|
||
Additional paid-in capital
|
|
7
|
|
|
—
|
|
||
Retained earnings
|
|
61,178
|
|
|
55,846
|
|
||
Accumulated other comprehensive loss
|
|
(3,578
|
)
|
|
(4,160
|
)
|
||
Total UnitedHealth Group shareholders’ equity
|
|
57,616
|
|
|
51,696
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
100,173
|
|
|
$
|
89,308
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Investment and other income
|
|
$
|
209
|
|
|
$
|
194
|
|
|
$
|
527
|
|
Total revenues
|
|
209
|
|
|
194
|
|
|
527
|
|
|||
Operating costs:
|
|
|
|
|
|
|
||||||
Operating costs
|
|
38
|
|
|
35
|
|
|
—
|
|
|||
Interest expense
|
|
1,580
|
|
|
1,285
|
|
|
1,114
|
|
|||
Total operating costs
|
|
1,618
|
|
|
1,320
|
|
|
1,114
|
|
|||
Loss before income taxes
|
|
(1,409
|
)
|
|
(1,126
|
)
|
|
(587
|
)
|
|||
Benefit for income taxes
|
|
293
|
|
|
251
|
|
|
214
|
|
|||
Loss of parent company
|
|
(1,116
|
)
|
|
(875
|
)
|
|
(373
|
)
|
|||
Equity in undistributed income of subsidiaries
|
|
14,955
|
|
|
12,861
|
|
|
10,931
|
|
|||
Net earnings
|
|
13,839
|
|
|
11,986
|
|
|
10,558
|
|
|||
Other comprehensive income (loss)
|
|
582
|
|
|
(1,517
|
)
|
|
14
|
|
|||
Comprehensive income
|
|
$
|
14,421
|
|
|
$
|
10,469
|
|
|
$
|
10,572
|
|
|
|
For the Years Ended December 31,
|
||||||||||
(in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating activities
|
|
|
|
|
|
|
||||||
Cash flows from operating activities
|
|
$
|
9,275
|
|
|
$
|
6,099
|
|
|
$
|
2,021
|
|
Investing activities
|
|
|
|
|
|
|
||||||
Issuances of notes to subsidiaries
|
|
(2,722
|
)
|
|
(1,420
|
)
|
|
—
|
|
|||
Repayments of notes to subsidiaries
|
|
2,249
|
|
|
1,419
|
|
|
2,071
|
|
|||
Cash paid for acquisitions
|
|
(9,645
|
)
|
|
(4,066
|
)
|
|
(2,313
|
)
|
|||
Return of capital to parent company
|
|
4,497
|
|
|
4,196
|
|
|
3,375
|
|
|||
Capital contributions to subsidiaries
|
|
(803
|
)
|
|
(1,259
|
)
|
|
(959
|
)
|
|||
Other, net
|
|
490
|
|
|
4
|
|
|
—
|
|
|||
Cash flows (used for) from investing activities
|
|
(5,934
|
)
|
|
(1,126
|
)
|
|
2,174
|
|
|||
Financing activities
|
|
|
|
|
|
|
||||||
Common stock repurchases
|
|
(5,500
|
)
|
|
(4,500
|
)
|
|
(1,500
|
)
|
|||
Proceeds from common stock issuances
|
|
1,037
|
|
|
838
|
|
|
688
|
|
|||
Cash dividends paid
|
|
(3,932
|
)
|
|
(3,320
|
)
|
|
(2,773
|
)
|
|||
Proceeds from (repayments of) commercial paper, net
|
|
300
|
|
|
(201
|
)
|
|
(3,508
|
)
|
|||
Proceeds from issuance of long-term debt
|
|
5,444
|
|
|
6,935
|
|
|
5,291
|
|
|||
Repayments of long-term debt
|
|
(1,750
|
)
|
|
(2,600
|
)
|
|
(3,472
|
)
|
|||
Proceeds (repayments) of notes from subsidiaries
|
|
1,207
|
|
|
(1,127
|
)
|
|
1,704
|
|
|||
Other, net
|
|
(535
|
)
|
|
(923
|
)
|
|
(446
|
)
|
|||
Cash flows used for financing activities
|
|
(3,729
|
)
|
|
(4,898
|
)
|
|
(4,016
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
|
(388
|
)
|
|
75
|
|
|
179
|
|
|||
Cash and cash equivalents, beginning of period
|
|
434
|
|
|
359
|
|
|
180
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
46
|
|
|
$
|
434
|
|
|
$
|
359
|
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow disclosures
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
1,506
|
|
|
$
|
1,294
|
|
|
$
|
1,062
|
|
Cash paid for income taxes
|
|
2,590
|
|
|
2,379
|
|
|
3,455
|
|
|||
|
|
|
|
|
|
|
||||||
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/ DAVID S. WICHMANN
|
|
Director and Chief Executive Officer
(principal executive officer)
|
|
February 14, 2020
|
David S. Wichmann
|
|
|
|
|
/s/ JOHN F. REX
|
|
Executive Vice President and Chief Financial Officer
(principal financial officer)
|
|
February 14, 2020
|
John F. Rex
|
|
|
|
|
/s/ THOMAS E. ROOS
|
|
Senior Vice President and
Chief Accounting Officer
(principal accounting officer)
|
|
February 14, 2020
|
Thomas E. Roos
|
|
|
|
|
*
|
|
Director
|
|
February 14, 2020
|
William C. Ballard, Jr.
|
|
|
|
|
*
|
|
Director
|
|
February 14, 2020
|
Richard T. Burke
|
|
|
|
|
*
|
|
Director
|
|
February 14, 2020
|
Timothy P. Flynn
|
|
|
|
|
*
|
|
Director
|
|
February 14, 2020
|
Stephen J. Hemsley
|
|
|
|
|
*
|
|
Director
|
|
February 14, 2020
|
Michele J. Hooper
|
|
|
|
|
*
|
|
Director
|
|
February 14, 2020
|
F. William McNabb III
|
|
|
|
|
*
|
|
Director
|
|
February 14, 2020
|
Valerie C. Montgomery Rice, M.D.
|
|
|
|
|
*
|
|
Director
|
|
February 14, 2020
|
John H. Noseworthy, M.D.
|
|
|
|
|
*
|
|
Director
|
|
February 14, 2020
|
Glenn M. Renwick
|
|
|
|
|
*
|
|
Director
|
|
February 14, 2020
|
Gail R. Wilensky, Ph.D.
|
|
|
|
|
*By
|
/s/ MARIANNE D. SHORT
|
|
Marianne D. Short,
As Attorney-in-Fact
|
|
|
|
|
|
|
|
Page
|
SECTION 1 INTRODUCTION AND DEFINITIONS
|
1
|
|
1.1
|
Statement of Plan
|
1
|
1.2
|
Definitions
|
1
|
1.3
|
Special Eligibility Rules
|
4
|
1.4
|
Special Transitional Rules under Section 409A of the Code
|
5
|
SECTION 2 ELIGIBILITY TO PARTICIPATE
|
6
|
|
2.1
|
Selection for Participation in the Plan
|
6
|
2.2
|
Enrollment Requirements
|
6
|
2.3
|
Special Eligibility Rule For Former Participants
|
7
|
2.4
|
Special Rule For Certain Employees of Acquired Companies
|
8
|
2.5
|
Termination of Participation
|
8
|
2.6
|
Special Rule for Overseas Employees
|
8
|
2.7
|
Treatment of Certain Transferred Participants
|
9
|
SECTION 3 401(K) RESTORATION OPTION PLAN
|
10
|
|
SECTION 4 INCENTIVE DEFERRAL OPTION AND SALARY DEFERRAL OPTION PLAN
|
11
|
|
4.1
|
Incentive Deferral Option (for Annual Awards)
|
11
|
4.2
|
Salary Deferral Option
|
11
|
4.3
|
Performance Award Deferral Option (for Long-Term Awards)
|
12
|
4.4
|
Employer Discretionary Supplements
|
13
|
4.5
|
Limitation on Deferrals
|
13
|
SECTION 5 CREDITS FROM MEASURING INVESTMENTS
|
13
|
|
5.1
|
Designation of Measuring Investments
|
13
|
5.2
|
UnitedHealth Group Stock as Measuring Investment
|
13
|
5.3
|
Operational Rules for Measuring Investments
|
13
|
SECTION 6 OPERATIONAL RULES
|
14
|
|
6.1
|
Operational Rules for Deferrals
|
14
|
6.2
|
Establishment of Accounts
|
14
|
6.3
|
Adjustment of Accounts
|
1
|
6.4
|
Accounting Rules
|
14
|
SECTION 7 VESTING OF ACCOUNTS
|
14
|
|
SECTION 8 SPENDTHRIFT PROVISION
|
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SECTION 9 DISTRIBUTIONS
|
15
|
|
9.1
|
Time of Distribution to Participant
|
15
|
9.2
|
Form of Distribution
|
15
|
9.3
|
Election of Form of Distribution by Participant
|
17
|
9.4
|
Payment to Beneficiary Upon Death of Participant
|
19
|
9.5
|
Designation of Beneficiaries
|
20
|
9.6
|
Death Prior to Full Distribution
|
22
|
9.7
|
Facility of Payment
|
22
|
9.8
|
In-Service Distributions
|
23
|
9.9
|
Distributions in Cash
|
25
|
9.10
|
Rule Governing Distribution Elections
|
25
|
SECTION 10 FUNDING OF PLAN
|
25
|
|
10.1
|
Unfunded Plan
|
25
|
10.2
|
Corporate Obligation
|
25
|
SECTION 11 AMENDMENT AND TERMINATION
|
26
|
|
11.1
|
Amendment and Termination
|
26
|
11.2
|
Special Rule for Section 16 Officers
|
26
|
11.3
|
No Oral Amendments
|
26
|
11.4
|
Plan Binding on Successors
|
26
|
11.5
|
Certain Amendments
|
26
|
SECTION 12 DETERMINATIONS - RULES AND REGULATIONS
|
27
|
|
12.1
|
Determinations
|
27
|
12.2
|
Rules, Regulations and Procedures
|
27
|
12.3
|
Method of Executing Instruments
|
27
|
12.4
|
Original Claim
|
27
|
12.5
|
Limitations and Exhaustion
|
30
|
SECTION 13 PLAN ADMINISTRATION
|
31
|
|
13.1
|
Officers
|
31
|
13.2
|
Chief Executive Officer
|
31
|
13.3
|
Board of Directors
|
31
|
13.4
|
Executive Vice President & Chief Human Resources Officer
|
32
|
13.5
|
Delegation
|
32
|
13.6
|
Conflict of Interest
|
32
|
13.7
|
Administrator
|
33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.8
|
Service of Process
|
33
|
13.9
|
Expenses
|
33
|
13.10
|
Tax Withholding
|
33
|
13.11
|
Certifications
|
33
|
13.12
|
Errors in Computation or Payment
|
33
|
SECTION 14 CONSTRUCTION
|
34
|
|
14.1
|
Applicable Laws
|
34
|
14.2
|
Effect on Other Plans
|
34
|
14.3
|
Disqualification
|
34
|
14.4
|
Rules of Document Construction
|
35
|
14.5
|
Choice of Law
|
35
|
14.6
|
No Employment Contract
|
35
|
(a)
|
In General. For regular full-time or part-time employees: the Executive Leadership Team; the Senior Leadership Team; Salary Grades 31, 32, 91, and 92 (but only if base salary is equal to or exceeds any specific compensation criteria established by the Executive Vice President & Chief Human Resources Officer); Medical Director Grades M2, M3 and M4 (but only if base salary is equal to or exceeds any specific compensation criteria established by the Executive Vice President & Chief Human Resources Officer); and Sales Band SSL (but only if base salary is equal to or exceeds any specific compensation criteria established by the Executive Vice President & Chief Human Resources Officer).
|
(b)
|
Authority to Make Changes. Notwithstanding the foregoing, the Executive Vice President & Chief Human Resources Officer may from time to time in his or her discretion modify the applicable eligible grade levels, the compensation criteria and the full-time and part-time criteria.
|
(a)
|
2004 Executive Savings Plan or Post 2003 Executive Savings Plan. The part of the Plan that consists of all amounts deferred on or after January 1, 2004, including any deferrals of Incentive Awards earned in 2003 but payable in 2004.
|
(b)
|
Legacy Executive Savings Plan. The part of the Plan that consists of all amounts deferred prior to January 1, 2004.
|
(i)
|
who was first eligible to participate in the Plan as of January 1, 2005, or who first became eligible to participate in the Plan during the 2005 Plan Year,
|
(ii)
|
who elected to defer under the Plan in 2005, and
|
(iii)
|
who continued to be employed by the Employer and all Affiliates on September 12, 2006
|
(iv)
|
|
(a)
|
If the Participant is rehired in the same Plan Year as the Plan Year in which the Participant terminated employment, then the Participant’s deferral elections for the Plan Year (if any) shall be automatically reinstated and shall apply to all compensation received after rehire (including Base Salary received in the remainder of the Plan Year and Incentive Awards earned during the Plan Year but paid in a subsequent Plan Year), or
|
(b)
|
If the Participant is rehired in a subsequent Plan Year, and is selected for participation in this Plan by the Executive Vice President & Chief Human Resources Officer (or, for a Section 16 Officer, by the Board of Directors), and either
|
(i)
|
has been paid all amounts deferred under this Plan (and all other like-type plans of the Employers and all Affiliates which are required to be aggregated for purposes of section 409A of the Code), and on and before the date of the last payment was not eligible to continue (or elect to continue) to participate in this Plan (and all other like-type plans of the Employers and all Affiliates which are required to be aggregated for purposes of section 409A of the Code) for periods after the last payment, or
|
(ii)
|
has not been eligible to participate in this Plan (or any other like-type plan of any Employer or Affiliate which is required to be aggregated with this Plan for purposes of section 409A of the Code) at any time during the twenty-four (24) month period ending on the date such employee is selected for participation in this Plan, other than by the accrual of earnings,
|
(a)
|
is employed in an Eligible Grade Level,
|
(b)
|
has not been eligible to participate in any account balance deferred compensation plan which is required to be aggregated with this Plan for purposes of section 409A of the Code (other than by the accrual of earnings) at any time during the twenty-four (24) month period ending on the date such employee is selected for participation in this Plan, and
|
(c)
|
is selected for participation in this Plan by the Executive Vice President & Chief Human Resources Officer (or, for a Section 16 Officer, by the Board of Directors),
|
(a)
|
If a participant in either this Plan or the Optum ESP is transferred during a Plan Year to the employ of any Employer or Affiliate that has adopted either this Plan or the Optum ESP as of the first day of the Plan Year (the “New Participating Employer”), then the deferral elections made under either this Plan or the Optum ESP shall be applied to compensation paid by the New Participating Employer as follows:
|
(i)
|
An election to defer Base Salary for the Plan Year in which such transfer occurs shall be treated as an election to defer the same percentage of the Participant’s Base Salary paid by the New Participating Employer under either this Plan or the Optum ESP for the balance of the Plan Year.
|
(ii)
|
An election to defer any incentive compensation paid with respect to a performance period of not more than one year, which performance period either coincides with or is contained with the Plan Year, shall be treated as an election to defer the same percentage of any incentive compensation plan sponsored by the New Participating Employer for a performance period of not more than one year which performance period either coincides with or is contained with the Plan Year, but only if, at the time the participant made the original deferral election he could have made an election to defer such incentive compensation consistent with section 409A (regardless of whether the Plan or Optum ESP would have permitted such an election).
|
(iii)
|
If the participant is participating in any long-term incentive plan with a performance period that exceeds one year, and is transferred during such performance period, any election to defer any long-term incentive compensation paid with respect to such performance period, shall be treated as an election to defer the same percentage of any long-term incentive compensation plan sponsored by the New Participating Employer for a performance period that ends on the same date as the original performance period, but only to the extent, at the
|
(iv)
|
If the participant first became eligible to participate in the Plan or Optum ESP in the Plan Year in which the transfer occurs, and was permitted to make an election because of his initial eligibility, the rules described above shall apply to the remaining portion of the Plan Year, and whether the Employer or Affiliate to which the participant is transferred is a New Participating Employer shall be determined by whether the Employer or Affiliate had adopted either this Plan or the Optum ESP on the date of the participant’s initial eligibility.
|
(b)
|
Except as otherwise provided in (a), or as otherwise required by Section 409A of the Code, a participant’s deferral election shall not apply to any compensation paid by any Employer or Affiliate other than the Employer or Affiliate by which he was employed at the time the election was made, provided, however, that:
|
(i)
|
To the extent any form of incentive compensation with respect to which a Participant has made a deferral election becomes payable after the Participant’s employment has been transferred to another Employer or Affiliate, it shall be deferred as if the Participant had still been employed by an Employer at the time of payment.
|
(ii)
|
Nothing contained herein shall preclude the Administrative Committee (or, for a Section 16 Officer, the Board of Directors) from permitting an Eligible Employee to make a deferral election following a transfer of employment if such election would otherwise be permitted under Section 4.
|
(c)
|
Accounts representing compensation deferred under the Optum ESP of a person whose employment is transferred to an Employer may be transferred to this Plan, and the Account balance of a Participant whose employment is transferred to an Affiliate that participates in the Optum ESP may be transferred to the Optum ESP, in both cases in accordance with procedures, and subject to limitations, established by the Administrative Committee; provided, however, that such transfer shall have no effect on the time or form of payment of the amount transferred, except as otherwise permitted by section 409A of the Code.
|
(c)
|
One or more Measuring Investments for the current Account balance, and
|
(d)
|
One or more Measuring Investments for amounts that are credited to the Account in the future.
|
(a)
|
Lump Sum. In the form of a single lump sum. The amount of such distribution shall be determined as soon as administratively feasible as of a Valuation Date following the Plan Year in which the Participant experienced a Separation from Service, and shall be actually paid to the Participant as soon as practicable after such determination (but not later than the last day of the February following such Plan Year).
|
(b)
|
Installments. In the form of a series of five (5) or ten (10) annual installments. If a Participant elects to receive payments in the form of installments, then pursuant to section 409A of the Code and the regulations issued thereunder (and for purposes of the re-election provisions in Section 9.4.3), the series of installment payments shall be treated as the entitlement to a single payment (rather than a series of separate payments).
|
(i)
|
General Rule. The amount of the first installment will be determined as soon as administratively feasible as of a Valuation Date following the Plan Year in which the Participant experienced a Separation from Service, and shall be actually paid to the Participant as soon as practicable after such determination (but not later than the last day of the February following such Plan Year). The amount of future installments will be determined as soon as administratively feasible following the end of each later Plan Year. The amount of each installment shall be determined by dividing the Account balance as of the Valuation Date as of which the installment is being paid, by the number of remaining installment payments to be made (including the payment being determined). Such installments shall be actually paid as soon as practicable after each such determination (but not later than the last day of the February following such Plan Year).
|
(ii)
|
Exception for Small Amounts. This Section 9.2(b)(ii) shall apply only if the first installment is payable on or before December 31, 2018. Notwithstanding anything to the contrary in the other paragraphs of this Section 9, if:
|
(A)
|
at the time of the payment of the first installment of any distribution of installments from this Plan or any other account balance deferred compensation plan of Employers or an Affiliate, the combined value of (1) the Participant’s Account in this Plan as of the Valuation Date as of which such first installment is to be determined and (2) the Participant’s post-2004 accounts in all other account balance deferred compensation plans of the Employers or an Affiliate is determined to be equal to or less than the applicable dollar amount under Section 402(g)(1)(B) of the Code for the calendar year in which such first installment is paid, and
|
(B)
|
all such other account balance deferred compensation plans in which the Participant has an account provide for a mandatory small amount cashout of elective deferrals on the same basis as this Section 9.2(b)(ii),
|
(c)
|
Delayed Lump Sum. In the form of a single lump sum following the anniversary of the Participant’s Separation from Service, as elected by the Participant. Except as permitted under the provisions of Section 9.3.4, for amounts deferred through the 2019 Plan Year, the anniversary elected must be either the fifth (5th) or tenth (10) anniversary of the Participant’s Separation from Service. Commencing with amounts deferred in 2020 pursuant to the 2019 open enrollment period, the Participant may elect any anniversary of his or her Separation from Service from the first (1st) anniversary through the tenth (10th) anniversary. The amount of such distribution shall be determined as soon as administratively feasible as of a Valuation Date following the Plan Year in which occurs the elected anniversary of the Participant’s Separation from Service. Actual distribution shall be made as soon as administratively practicable after such determination (but not later than the last day of the February following the Plan Year in which occurs such elected anniversary).
|
(d)
|
Six-Month Delay. If, however, the Participant is a Specified Employee on the date of the Participant’s Separation from Service, distribution shall be delayed until the later of (i) the date otherwise provided above, or (ii) the earlier of (A) the first business day of the seventh month following the month in which occurs the Participant’s Separation from Service or (B) the date of the Participant’s death. All amounts that would otherwise have been paid prior to such date shall be paid as soon as practicable after such date, and the timing of payment of any subsequent installments shall be determined without regard to this Section 9.2(d). The provisions of this Section 9.2(d) shall not apply to the portion of a Participant’s Account (including the portion attributable to the Legacy Plan) that was deferred prior to December 31, 2004, and vested on December 31, 2004, including any earnings attributable to such portion.
|
(a)
|
is filed by a Participant while employed by the Employer or an Affiliate,
|
(b)
|
is filed with the Executive Vice President & Chief Human Resources Officer at least twelve (12) months before the Participant’s Separation from Service or death,
|
(c)
|
except in the case of the portion of the Participant’s Account attributable to the Legacy Plan, has the effect of delaying payment of the lump sum (or, in the case of installments which are treated as the entitlement to a single payment (and not a series of separate payments), the initial commencement date) under the prior election for at least five (5) years, and
|
(d)
|
shall not take effect until at least twelve (12) months after the date it is filed with the Executive Vice President & Chief Human Resources Officer.
|
(a)
|
The Measuring Investments for the Account of a deceased Participant shall not be changed until the Beneficiary so determines.
|
(b)
|
If a deceased Participant has more than one Beneficiary, the unanimous consent of all Beneficiaries shall be required to change Measuring Investments for such Participant’s Account.
|
(a)
|
fails to designate a Beneficiary,
|
(b)
|
designates a Beneficiary and thereafter revokes such designation without naming another Beneficiary, or
|
(c)
|
designates one or more Beneficiaries and all such Beneficiaries so designated fail to survive the Participant,
|
(i)
|
Participant’s surviving spouse;
|
(ii)
|
Participant’s surviving issue per stirpes and not per capita;
|
(iii)
|
Participant’s surviving parents; and
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(iv)
|
Representative of Participant’s estate.
|
(a)
|
a legally adopted child and the adopted child’s lineal descendants always shall be lineal descendants of each adoptive parent (and of each adoptive parent’s lineal ancestors);
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(b)
|
a legally adopted child and the adopted child’s lineal descendants never shall be lineal descendants of any former parent whose parental rights were terminated by the adoption (or of that former parent’s lineal ancestors); except that if, after a child’s parent has died, the child is legally adopted by a stepparent who is the spouse of the child’s surviving parent, the child and the child’s lineal descendants shall remain lineal descendants of the deceased parent (and the deceased parent’s lineal ancestors);
|
(c)
|
if the person (or a lineal descendant of the person) whose issue are referred to is the parent of a child (or is treated as such under applicable law) but never received the child into that parent’s home and never openly held out the child as that parent’s child (unless doing so was precluded solely by death), then neither the child nor the child’s lineal descendants shall be issue of the person.
|
(a)
|
If there is not sufficient evidence that a Beneficiary was living at the time of the death of the Participant, it shall be deemed that the Beneficiary was not living at the time of the death of the Participant.
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(b)
|
The automatic Beneficiaries specified in Section 9.5.2 and the Beneficiaries designated by the Participant shall become fixed at the time of the Participant’s death so that, if a Beneficiary survives the Participant but dies before the receipt of all payments due such Beneficiary hereunder, such remaining payments shall be payable to the representative of such Beneficiary’s estate.
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(c)
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If the Participant designates as a Beneficiary the person who is the Participant’s spouse on the date of the designation, either by name or by relationship, or both, the dissolution, annulment or other legal termination of the marriage between the Participant and such person shall automatically revoke such designation. (The foregoing shall not prevent the Participant from designating a former spouse as a Beneficiary on a form executed by the Participant and received by the Executive Vice President & Chief Human Resources Officer after the date of the legal termination of the marriage between the Participant and such former spouse, and during the Participant’s lifetime.)
|
(d)
|
Any designation of a nonspouse Beneficiary by name that is accompanied by a description of relationship to the Participant shall be given effect without regard to whether the relationship to the Participant exists either then or at the Participant’s death.
|
(e)
|
Any designation of a Beneficiary only by statement of relationship to the Participant shall be effective only to designate the person or persons standing in such relationship to the Participant at the Participant’s death.
|
(a)
|
to the court-appointed guardian or conservator of such Participant or Beneficiary, or
|
(b)
|
if there is no court-appointed guardian or conservator, to the lawfully authorized representative of the Participant or Beneficiary (and the Executive Vice President & Chief Human Resources Officer, in his or her sole discretion, shall determine whether a person is a lawfully authorized representative for this purpose), or
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(c)
|
to an institution entrusted with the care or maintenance of the incapacitated or disabled Participant or Beneficiary, provided such institution has satisfied the Executive Vice President & Chief Human Resources Officer, in his or her sole discretion, that the payment will be used for the best interest and assist in the care of such Participant or Beneficiary, and provided further, that no prior claim for said payment has been made by a person described in (a) or (b) above.
|
(a)
|
Such election shall be made through a voice response system (or other written or electronic means) approved by the Executive Vice President & Chief Human Resources Officer.
|
(b)
|
No such distribution shall be made before January 1 of the calendar year that follows the third full Plan Year after the Participant was first eligible to elect a specified date withdrawal from that portion of the Participant’s Account attributable to deferrals and matching credits (if any) for such Plan Year and any subsequent investment gains or losses on such amounts (e.g., the earliest specified date withdrawal date for any deferrals made in 2020 is January 1, 2024).
|
(c)
|
A Participant may receive more than one (1) specified date withdrawal in any Plan Year but only if each distribution is attributable to deferrals and matching credits for different Plan Years. Only one (1) specified date withdrawal may be made in any Plan Year from that portion of the Participant’s Account attributable to deferrals and matching credits (if any) for the same Plan Year.
|
(d)
|
A Participant who elects a specified date withdrawal date and subsequently experiences a Separation from Service, will receive such specified date withdrawal, if the specified date withdrawal date is prior to the distribution of the Participant’s total Account.
|
(e)
|
Through a voice response system (or other written or electronic means) approved by the Executive Vice President & Chief Human Resources Officer, the Participant may elect to postpone any specified date withdrawal for at least five (5) years. A Participant who makes an election pursuant to this paragraph (e) may not make another election with respect to the same portion of the Participant’s Account until twelve (12) months have elapsed since the prior election was made, and may not make more than two elections pursuant to this paragraph (e) with respect to the same portion of the Participant’s Account. The Participant must file the election with the Executive Vice President & Chief Human Resources Officer at least twelve (12) months before the original scheduled
|
(f)
|
A Participant may not cancel or make any change to the time or form of payment of a specified date withdrawal, except as permitted by Section 9.8.1(e). Notwithstanding the foregoing, a Participant may not make any change in the time or form of payment of a specified date withdrawal with respect to the portion of the Participant’s Account (including the portion attributable to the Legacy Plan) that was deferred prior to December 31, 2004, and vested on December 31, 2004, including any earnings attributable to such portion, unless such election was permitted under the terms of the Plan Statement as in effect on October 3, 2004.
|
(g)
|
The distribution amount shall be determined as soon as administratively feasible as of a Valuation Date on or after the specified date withdrawal date and shall be actually paid as soon as practicable after such determination.
|
(a)
|
Election. A Participant may elect in writing to receive distribution of all or a portion of the Participant’s Account prior to Separation from Service, to alleviate an unforeseeable emergency (as defined in (b) below). A Beneficiary of a deceased Participant may also request an early distribution for an unforeseeable emergency.
|
(b)
|
Unforeseeable Emergency Defined. For purposes of this Section, an “unforeseeable emergency” means a severe financial hardship to the Participant resulting from:
|
(i)
|
an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary, or the Participant’s dependent (as defined in section 152 of the Code, without regard to sections 152(b)(1), 152(b)(2) and 152(d)(1)(B) of the Code),
|
(ii)
|
the loss of the Participant’s property due to casualty, or
|
(iii)
|
other similar extraordinary and unforeseeable emergency circumstances arising as a result of events beyond the control of the Participant.
|
(c)
|
Distribution Amount. The amount of such distribution is limited to the amount reasonably necessary to satisfy the unforeseeable emergency, taking into account any tax payable upon the distribution. The amount of such distribution shall be determined as soon as administratively feasible following the receipt and approval of the request by the Executive Vice President & Chief Human Resources Officer or his or her designee and shall be actually paid as soon as administratively practicable after such determination. If the Participant has elected different times or forms of payment for deferrals from different Plan Years, the allocation of the distribution among Plan Years shall be as determined by the Administrator.
|
(a)
|
No Reduction or Delay. The benefit, if any, payable to or with respect to a Participant, whether or not the Participant has had a Separation from Service, as of the effective date of such amendment, shall not be, without the written consent of the Participant, diminished or delayed by such amendment.
|
(b)
|
Cash Lump Sum Payment. To the extent permissible under section 409A of the Code and related treasury regulations and guidance, if the Board of Directors terminates the Plan completely with respect to all Participants, the Board shall have the right, in its sole discretion, and notwithstanding any elections made by Participants, to immediately pay all benefits in a lump sum following such Plan termination.
|
(a)
|
If the claim is denied in whole or in part, the Executive Vice President & Chief Human Resources Officer (or, in the case of a Section 16 Officer, the Comp Committee) shall
|
(b)
|
The ninety (90) day period for making the claim determination may be extended for ninety (90) days if the Executive Vice President & Chief Human Resources Officer (or, in the case of a Section 16 Officer, the Comp Committee) determines that special circumstances require an extension of time for determination of the claim, provided that the Executive Vice President & Chief Human Resources Officer (or, in the case of a Section 16 Officer, the Comp Committee) notifies the claimant, prior to the expiration of the initial ninety (90) day period, of the special circumstances requiring an extension and the date by which a claim determination is expected to be made.
|
(a)
|
the specific reasons for the adverse determination;
|
(b)
|
references to the specific provisions of the Plan Statement (or other applicable Plan document) on which the adverse determination is based;
|
(c)
|
a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary; and
|
(d)
|
a description of the claim and review procedures, including the time limits applicable to such procedure, and a statement of the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse determination on review.
|
(a)
|
The sixty (60) day period for deciding the claim on review may be extended for sixty (60) days if the Comp Committee determines that special circumstances require an extension of time for determination of the claim, provided that the Comp Committee notifies the claimant, prior to the expiration of the initial sixty (60) day period, of the special circumstances requiring an extension and the date by which a claim determination is expected to be made.
|
(b)
|
In the event that the time period is extended due to a claimant’s failure to submit information necessary to decide a claim on review, the claimant shall have sixty (60) days within which to provide the necessary information and the period for making the
|
(c)
|
The Comp Committee’s review of a denied claim shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
|
(a)
|
the specific reasons for the denial;
|
(b)
|
references to the specific provisions of the Plan Statement (or other applicable Plan document) on which the adverse determination is based;
|
(c)
|
a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits;
|
(d)
|
a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain information about such procedures; and
|
(e)
|
a statement of the claimant’s right to bring an action under ERISA section 502(a).
|
(a)
|
No inquiry or question shall be deemed to be a claim or a request for a review of a denied claim unless made in accordance with the established claim procedures. The Executive Vice President & Chief Human Resources Officer (or, in the case of a Section 16 Officer, the Comp Committee) may require that any claim for benefits and any request for a review of a denied claim be filed on forms to be furnished by The Executive Vice President & Chief Human Resources Officer (or, in the case of a Section 16 Officer, the Comp Committee) the upon request.
|
(b)
|
All decisions on original claims for all Participants except Participants who are Section 16 Officers shall be made by the Executive Vice President & Chief Human Resources Officer and all decisions on original claims for all Participants who are Section 16 Officers and all requests for a review of denied claims for all Participants shall be made by the Comp Committee.
|
(c)
|
Claimants may be represented by a lawyer or other representative at their own expense, but the Executive Vice President & Chief Human Resources Officer and the Comp Committee reserve the right to require the claimant to furnish written authorization and establish reasonable procedures for determining whether an individual has been
|
(d)
|
The decision of the Executive Vice President & Chief Human Resources Officer on a claim filed by a Participant who is not a Section 16 Officer and the decision of the Comp Committee on a claim filed by a Participant who is a Section 16 Officer or on a request for a review of a denied claim may be provided to the claimant in electronic form instead of in writing at the discretion of the Executive Vice President & Chief Human Resources Officer or the Comp Committee.
|
(e)
|
In connection with the review of a denied claim, the claimant or the claimant’s representative shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits.
|
(f)
|
The time period within which a benefit determination will be made shall begin to run at the time a claim or request for review is filed in accordance with the claims procedures, without regard to whether all the information necessary to make a benefit determination accompanies the filing.
|
(g)
|
The claims and review procedures shall be administered with appropriate safeguards so that benefit claim determinations are made in accordance with governing plan documents and, where appropriate, the plan provisions have been applied consistently with respect to similarly situated claimants.
|
(h)
|
For the purpose of this Section, a document, record, or other information shall be considered “relevant” if such document, record, or other information: (i) was relied upon in making the benefit determination; (ii) was submitted, considered, or generated in the course of making the benefit determination, without regard to whether such document, record, or other information was relied upon in making the benefit determination; (iii) demonstrates compliance with the administration processes and safeguards designed to ensure that the benefit claim determination was made in accordance with governing plan documents and that, where appropriate, the Plan provisions have been applied consistently with respect to similarly situated claimants; and (iv) constitutes a statement of policy or guidance with respect to the Plan concerning the denied treatment option or benefit for the claimant’s diagnosis, without regard to whether such advice or statement was relied upon in making the benefit determination.
|
(i)
|
The Executive Vice President & Chief Human Resources Officer or the Comp Committee may, in its discretion, rely on any applicable statute of limitation or deadline as a basis for denial of any claim.
|
(j)
|
The Executive Vice President & Chief Human Resources Officer and the Comp Committee may permanently or temporarily delegate its responsibilities under this claim procedure to an individual or a committee of individuals.
|
(a)
|
two (2) years after the claimant knew (or reasonably should have known) of the principal facts on which the claim is based, or
|
(b)
|
ninety (90) days after the claimant has exhausted these administrative procedures.
|
(a)
|
no claimant shall be permitted to commence any legal action relating to any such claim or dispute (whether arising under section 502 or section 510 of ERISA or under any other statute or non-statutory law) unless a timely claim has been filed under these administrative procedures and these administrative procedures have been exhausted; and
|
(b)
|
in any such legal action all explicit and implicit determinations by the Executive Vice President & Chief Human Resources Officer and the Comp Committee (including, but not limited to, determinations as to whether the claim was timely filed) shall be afforded the maximum deference permitted by law.
|
(a)
|
keep a record of all its proceedings and acts and keep all books of account, records and other data as may be necessary for the proper administration of the Plans; notify the Employers of any action taken by the Executive Vice President & Chief Human Resources Officer and, when required, notify any other interested person or persons;
|
(b)
|
determine from the records of the Employers the compensation, status and other facts regarding Participants and other employees;
|
(c)
|
prescribe forms to be used for distributions, notifications, etc., as may be required in the administration of the Plans;
|
(d)
|
set up such rules, applicable to all Participants similarly situated, as are deemed necessary to carry out the terms of this Plan Statement;
|
(e)
|
perform all other acts reasonably necessary for administering the Plans and carrying out the provisions of this Plan Statement and performing the duties imposed on it by the Board of Directors;
|
(f)
|
resolve all questions of administration of the Plans not specifically referred to in this section;
|
(g)
|
in accordance with regulations of the Secretary of Labor, provide adequate notice in writing to any claimant whose claim for benefits under the Plans has been denied, setting forth the specific reasons for such denial, written in a manner calculated to be understood by the claimant; and
|
(h)
|
delegate or redelegate to one or more persons, jointly or severally, and whether or not such persons are employees of the Employers, such functions assigned to the Executive Vice President & Chief Human Resources Officer hereunder as it may from time to time deem advisable.
|
(a)
|
Whenever appropriate, words used herein in the singular may be read in the plural, or words used herein in the plural may be read in the singular; the masculine may include the feminine; and the words “hereof,” “herein” or “hereunder” or other similar compounds of the word “here” shall mean and refer to the entire Plan Statement and not to any particular paragraph or Section of the Plan Statement unless the context clearly indicates to the contrary.
|
(b)
|
The titles given to the various Sections of the Plan Statement are inserted for convenience of reference only and are not part of the Plan Statement, and they shall not be considered in determining the purpose, meaning or intent of any provision hereof.
|
(c)
|
Notwithstanding anything apparently to the contrary contained in the Plan Statement, the Plan Statement shall be construed and administered to prevent the duplication of benefits provided under the Plans and any other qualified or nonqualified plan maintained in whole or in part by the Employers.
|
Dated: December 26, 2019
|
UNITEDHEALTH GROUP INCORPORATED
|
|
|
|
|
|
|
|
|
By:
|
/s/ Patricia Lewis
|
|
Patricia Lewis
|
|
|
Executive Vice President & Chief Human Resources Officer
|
•
|
a series of five or ten annual installments following the completion of his or her service on the Board of Directors;
|
•
|
a delayed lump sum following either the fifth or tenth anniversary of the completion of his or her service on the Board of Directors;
|
•
|
for cash deferrals, an immediate lump sum upon the completion of his or her service on the Board of Directors; or
|
•
|
pre-selected amounts to be distributed on pre-selected dates while the director remains a member of the Board of Directors.
|
A.
|
Employment. UnitedHealth Group hereby employs Executive, and Executive accepts employment, under this Agreement’s terms.
|
B.
|
Title and Duties. Executive will be employed as the Executive Vice President, Enterprise Operations and Technology, UnitedHealth Group. 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. Effective December 1, 2014, Executive’s base salary will be $800,000, less applicable withholdings and deductions, payable according to UnitedHealth Group’s regular payroll schedule. Periodic adjustments to Executive’s base salary may be made in UnitedHealth Group’s sole discretion.
|
B.
|
Incentive Compensation. Executive will be eligible to participate in UnitedHealth Group’s incentive compensation plans in UnitedHealth Group’s discretion and in accordance with the plans’ terms and conditions. Executive’s target bonus for the annual cash incentive will be 125% of annual base salary, subject to periodic adjustments in UnitedHealth Group’s discretion.
|
C.
|
Employee Benefits. Executive will be eligible to participate in UnitedHealth Group’s employee welfare, retirement, and other benefit plans on the same basis as other similarly situated executives, in accordance with the terms of the plans. Executive will be eligible for Paid Time Off in accordance with UnitedHealth Group’s policies. UnitedHealth Group reserves the right to amend or discontinue any plan or policy at any time in its sole discretion. In addition to the Company’s generally available benefits, UnitedHealth Group shall provide Executive, at UnitedHealth Group’s expense during the term of Executive’s employment, a $2 million face value term life insurance policy and a long term disability policy which covers 60% of base salary in the event of a qualifying long term disability, subject to the policy terms.
|
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
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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.
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4.
|
Severance Benefits.
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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
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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.
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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
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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.
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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:
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i.
|
Non-Solicitation. Executive will not:
|
(a)
|
Solicit or conduct business with any business competitive with UnitedHealth Group from any person or entity: (1) who was a UnitedHealth Group provider or customer within the 12 months before Executive’s employment termination and with whom Executive had contact regarding UnitedHealth Group’s activity, products or services, or for whom Executive provided services or supervised employees who provided those services, or about whom Executive learned Confidential Information during employment related to UnitedHealth Group’s provision of products and services to such person or entity, or (2) was a prospective provider or customer UnitedHealth Group solicited within the 12 months before Executive’s employment termination and with whom Executive had contact for the purposes of soliciting the person or entity to become a provider or customer of UnitedHealth Group, or supervised employees who had those contacts, or about whom Executive learned Confidential Information during employment related to UnitedHealth Group’s provision of products and services to such person or entity;
|
(b)
|
Raid, hire, employ, recruit or solicit any UnitedHealth Group employee or consultant who possesses Confidential Information of UnitedHealth Group to leave UnitedHealth Group to join a competitor;
|
(c)
|
Induce or influence any UnitedHealth Group employee, consultant, or provider who possesses Confidential Information of UnitedHealth 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.
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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
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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. No party’s failure to exercise, or delay in exercising, any right or remedy under this Agreement will be a waiver of such right or remedy, nor will any single or partial exercise of any right or remedy preclude any other or further exercise of such right or remedy.
|
F.
|
Narrowed Enforcement and Severability. If a court or arbitrator decides that any provision of this Agreement is invalid or overbroad, the parties agree that the court or arbitrator should narrow such provision so that it is enforceable or, if narrowing is not possible or permissible, such provision should be considered severed and the other provisions of this Agreement should be unaffected.
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G.
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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.
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H.
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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.
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I.
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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.
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United HealthCare Services, Inc.
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Executive
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By:
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/s/ D. Ellen Wilson
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/s/ Dirk McMahon
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Its
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EVP Human Capital
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Date
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3/16/15
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Date
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3/13/15
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UNITEDHEALTH GROUP
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DIRK MCMAHON
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By:
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/s/ D. Ellen Wilson
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By:
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/s/ Dirk McMahon
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Date:
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5/31/17
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United HealthCare Services, Inc.
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Executive
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By:
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/s/ D. Ellen Wilson
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By:
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/s/ Dirk McMahon
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Its:
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Chief Human Resources Officer
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Date:
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3/12/19
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Date:
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3/11/19
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Name of Entity
|
State of Jurisdiction or Domicile
|
Doing Business As
|
1070715 B.C. Unlimited Liability Company
|
British Columbia
|
|
1st Avenue Pharmacy, Inc.
|
Washington
|
1st Avenue Pharmacy
Genoa Healthcare |
310 Canyon Medical, LLC
|
California
|
|
4C Medical Group, PLC
|
Arizona
|
|
4C MSO LLC
|
Delaware
|
|
5995 Minnetonka, LLC
|
Delaware
|
|
ABCO International Holdings, LLC
|
Delaware
|
|
Access Administrators, Inc.
|
Texas
|
|
Access HealthSource Administrators, Inc.
|
Texas
|
|
Access HealthSource, Inc.
|
Texas
|
|
ACN Group IPA of New York, Inc.
|
New York
|
|
ACN Group of California, Inc.
|
California
|
|
Administradora Clínica La Colina S.A.S.
|
Colombia
|
|
Administradora Country S.A.
|
Colombia
|
|
Administradora Médica Centromed S.A.
|
Chile
|
|
Advanced Pharma, Inc.
|
Texas
|
Avella of Houston
|
Advanced Surgery Center of Clifton, LLC
|
New Jersey
|
|
Advanced Surgical Hospital, LLC
|
Pennsylvania
|
|
Advantage Care Network, Inc.
|
Delaware
|
|
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 Accontable Care Organization, LLC
|
Indiana
|
|
AHN Central Services, LLC
|
Indiana
|
|
AHN Target Holdings, LLC
|
Delaware
|
|
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
|
|
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 of New Jersey, Inc.
|
New Jersey
|
UnitedHealthcare Community Plan
|
Amico Saúde Ltda.
|
Brazil
|
|
Amil Assistência Médica Internacional S.A.
|
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
|
|
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
|
|
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
|
|
Benefit Administration for the Self Employed, L.L.C.
|
Iowa
|
|
Benefitter Insurance Solutions, Inc.
|
Delaware
|
|
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, LC
|
Florida
|
|
BriovaRx Infusion Services 102, LLC
|
Delaware
|
|
BriovaRx Infusion Services 200, Inc.
|
South Carolina
|
|
BriovaRx Infusion Services 204, Inc.
|
Florida
|
|
BriovaRx Infusion Services 209, Inc.
|
Georgia
|
AxelaCare
|
BriovaRx Infusion Services 305, LLC
|
Delaware
|
|
BriovaRx Infusion Services 402, LLC
|
California
|
|
BriovaRx Infusion Services, Inc.
|
Delaware
|
BriovaRx Infusion Services
|
BriovaRx of California, Inc.
|
California
|
BriovaRx MRP
BriovaRx of Los Angeles |
BriovaRx of Florida, Inc.
|
Delaware
|
BriovaRx of Florida
|
BriovaRx of Georgia, LLC
|
Alabama
|
|
BriovaRx of Louisiana, L.L.C.
|
Louisiana
|
|
BriovaRx of Maine, Inc.
|
Maine
|
BriovaRx
|
BriovaRx of Massachusetts, LLC
|
Massachusetts
|
|
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
|
Cabin Enterprises, LLC
|
Delaware
|
|
Cabin Holdings, LLC
|
Delaware
|
|
California Medical Group Insurance Company, Risk Retention Group
|
Arizona
|
|
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 Ltda.
|
Brazil
|
|
Castle Rock SurgiCenter, LLC
|
Colorado
|
|
Catalyst360, LLC
|
Delaware
|
CATALYST360 INSURANCE SERVICES, LLC
|
Catamaran Finance (Ireland) Unlimited Company
|
Dublin
|
|
Catamaran S.á.r.l.
|
Grand Duchy of 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
|
|
Centromed Quilpué S.A.
|
Chile
|
|
Centros Médicos y Dentales Multimed Ltda.
|
Chile
|
|
Centurion Casualty Company
|
Iowa
|
|
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
|
|
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
|
|
Clinical Partners of Colorado Springs, LLC
|
Colorado
|
Clinical Partners of Colorado Springs, LLC
|
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
|
|
Coastal Physicians Management, Inc.
|
California
|
Coastal Physicians Management, Inc.
|
COI – Clínicas Oncológicas Integradas S.A.
|
Brazil
|
|
Collaborative Care Holdings, LLC
|
Delaware
|
|
Collaborative Care Services, Inc.
|
Delaware
|
|
Collaborative Realty, LLC
|
New York
|
|
Colmedica Medicina Prepagada
|
Colombia
|
|
Colonial Outpatient Surgery Center, LLC
|
Florida
|
|
Colorado Innovative Physician Solutions, Inc.
|
Colorado
|
Colorado Innovative Physician Solutions, Inc.
|
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
|
|
DaVita Magan Management, Inc.
|
California
|
|
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 - 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 - 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 - Vero Beach, US Highway 1 MedExpress Urgent Care - West Tampa MedExpress Urgent Care-Brandon |
E Street Endoscopy, LLC
|
Florida
|
|
Ear Professionals International Corporation
|
Delaware
|
EPIC Hearing Healthcare
UnitedHealthcare Hearing |
East Brunswick Surgery Center, LLC
|
New Jersey
|
|
eCode Solutions, LLC
|
Delaware
|
|
Electronic Network Systems, Inc.
|
Delaware
|
|
Elual Participações S.A.
|
Brazil
|
|
Empire Physician Management Company, LLC
|
California
|
|
Employers’ Health Choice PPO, Inc.
|
Arkansas
|
|
Empremédica S. A.
|
Peru
|
|
Endoscopy Center Affiliates, Inc.
|
Delaware
|
|
Enterprise Life Insurance Company
|
Texas
|
|
EP Campus I, LLC
|
Delaware
|
|
Equian Parent Corp.
|
Delaware
|
|
Equian, LLC
|
Indiana
|
Aftermath Claim Science
Casualty Recovery Solutions |
Esho – Empresa de Serviços Hospitalares S.A.
|
Brazil
|
|
Etho – Empresa de Tecnologia Hospitalar Ltda.
|
Brazil
|
|
Evercare Collaborative Solutions, Inc.
|
Delaware
|
|
Everett MSO, Inc.
|
Washington
|
Everett MSO, Inc.
The Everett Clinic |
Excellion Serviços Biomédicos Ltda.
|
Brazil
|
|
Excelsior Insurance Brokerage, Inc.
|
Delaware
|
|
Executive Health Resources, Inc.
|
Pennsylvania
|
|
Executive Surgery Center, LLC
|
Texas
|
|
Eye Clinic Oftalmologia Clínico Cirúrgica e Diagnóstico Ltda.
|
Brazil
|
|
Family Health Care Services
|
Nevada
|
Southwest Medical Associates Home Health
|
Family Home Hospice, Inc.
|
Nevada
|
Family Home Hospice and Palliative Care
OptumCare 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
|
|
Fortified Provider Network, Inc.
|
Arizona
|
|
Fortify Technologies Asia, LLC
|
Phillipines
|
|
Fortify Technologies, LLC
|
Minnesota
|
|
Foundation Financial Services, Inc.
|
Nevada
|
|
Franklin Surgical Center, LLC
|
New Jersey
|
|
Freedom Life Insurance Company of America
|
Texas
|
|
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
|
|
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
|
|
Golden Triangle Surgicenter, L.P.
|
California
|
|
GRANTS PASS SURGERY CENTER, LLC
|
Oregon
|
|
Grapevine Finance LLC
|
Delaware
|
|
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
|
|
Harken Health Insurance Company
|
Wisconsin
|
|
Hayes-Strub, LLC
|
Ohio
|
|
HCentive Technology India Private Limited
|
India
|
|
hCentive, Inc.
|
Delaware
|
|
HCP ACO California, LLC
|
California
|
HCP ACO California, LLC
HealthCare Partners ACO |
HCP ACO Nevada, LLC
|
Nevada
|
HCP ACO Nevada, LLC
|
Health Care-ONE Insurance Agency, Inc.
|
California
|
|
Health Inventures Employment Solutions, LLC
|
Delaware
|
|
Health Inventures, LLC
|
Delaware
|
|
Health Plan of Nevada, Inc.
|
Nevada
|
|
HealthAllies, Inc.
|
Delaware
|
OptumHealth Allies
UnitedHealth Allies |
HealthCare Partners ASC-LB, LLC
|
California
|
DaVita Medical Group-Surgery Center, Long Beach
HealthCare Partners ASC-LB, LLC |
HealthCare Partners Management Services California, LLC
|
California
|
HealthCare Partners Management Services California, LLC
HealthCare Partners Services, LLC |
Healthcare Partners Plan of Nevada, Inc.
|
Nevada
|
DaVita Health Plan of Nevada, Inc.
|
HealthCare Partners RE, LLC
|
Delaware
|
DaVita Medical RE, LLC
HealthCare Partners RE, LLC |
Healthcare Solutions, Inc.
|
Delaware
|
Optum Healthcare Solutions of Georgia
|
HealthFirst IPA, Inc.
|
Colorado
|
|
HealthMarkets Group, Inc.
|
Delaware
|
|
HealthMarkets Insurance Agency, Inc.
|
Delaware
|
|
HealthMarkets NewCo, Inc.
|
Delaware
|
|
HealthMarkets Services, Inc.
|
Delaware
|
|
HealthMarkets, Inc.
|
Delaware
|
|
HealthMarkets, LLC
|
Delaware
|
|
HealthScope Benefits, Inc.
|
Delaware
|
Health Benefits of Arkansas, Inc.
|
HealthSCOPE Holdings, Inc.
|
Delaware
|
|
Heartland Heart and Vascular, LLC
|
Delaware
|
|
Help S.A.
|
Chile
|
|
Help Service S.A.
|
Chile
|
|
Highlands Ranch Healthcare, LLC
|
Colorado
|
|
HMI NewCo, LLC
|
Delaware
|
|
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 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 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 Management, Inc.
|
New York
|
|
INSPIRIS of Texas Physician Group
|
Texas
|
Optum Clinic
Optum Clinic + Medical Spa Optum Clinic + Urgent Care |
Inspiris, Inc.
|
Delaware
|
|
Instituto do Radium de Cammpinas Ltda
|
Brazil
|
|
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
|
|
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 |
LifeStyles Marketing Group, Inc.
|
Delaware
|
|
LifeWell, Ltd. Co.
|
Georgia
|
|
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 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 Company, Ltd. PIC
|
Grand Cayman
|
|
Massachusetts Avenue Surgery Center, LLC
|
Maryland
|
|
MD Ops, Inc.
|
California
|
CHIEF
Community Health Information Exchange Foundation |
MD-Individual Practice Association, Inc.
|
Maryland
|
|
ME AHS UC LLC
|
Delaware
|
|
Medalliance Net Ltda.
|
Brazil
|
|
MEDEX Insurance Services, Inc.
|
Maryland
|
MEDEX Insurance Agency
|
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 Clinic of North Texas PLLC
|
Texas
|
USMD Physician Services
|
Medical Hilfe S.A.
|
Chile
|
|
Medical Support Los Angeles, Inc.
|
California
|
|
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
|
|
MGH/SCA, LLC
|
California
|
|
MHC Real Estate Holdings, LLC
|
California
|
|
MIAMI SURGERY CENTER, LLC
|
Delaware
|
|
Midwest Center for Day Surgery, LLC
|
Illinois
|
|
Mid-West National Life Insurance Company of Tennessee
|
Texas
|
|
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 |
Monarch Management Services, Inc.
|
Delaware
|
|
Montgomery Surgery Center Limited Partnership
|
Maryland
|
|
Mountain View Medical Group, LLC
|
Colorado
|
Mountain View Medical Group, LLC
Mountain View Medical Group, Part of DaVita Medical Group Mountain View Medical Group, Part of Optum |
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 Foundation Life Insurance Company
|
Texas
|
|
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
|
|
North Puget Sound Center for Sleep Disorders, LLC
|
Washington
|
North Puget Sound Center For Sleep Disorders, LLC
|
North Puget Sound Oncology Equipment Leasing Company, LLC
|
Washington
|
North Puget Sound Oncology Equipment Leasing Company, LLC
|
Northern Nevada Health Network, Inc.
|
Nevada
|
|
Northern Rockies Surgicenter, Inc.
|
Montana
|
|
Northwest Surgicare, LLC
|
Delaware
|
|
Northwest Surgicare, Ltd.
|
Illinois
|
|
NSC Fayetteville, LLC
|
Delaware
|
|
NSC Greensboro, LLC
|
Delaware
|
|
NSC Lancaster, LLC
|
Delaware
|
|
NSC Seattle, Inc.
|
Washington
|
|
NSC Upland, LLC
|
Delaware
|
|
OC Cardiology Practice Partners, LLC
|
Delaware
|
|
Omesa S.A.
|
Chile
|
|
OmniClaim, LLC
|
Delaware
|
|
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
|
|
Optum Care Services Company
|
Tennessee
|
|
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 Growth Partners, LLC
|
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 (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 International |
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 Infusion Services 100, Inc.
|
New York
|
Advanced Care of New Jersey Inc.
|
Optum Infusion Services 101, Inc.
|
New York
|
|
Optum Infusion Services 103, LLC
|
Delaware
|
|
Optum Infusion Services 201, Inc.
|
Florida
|
|
Optum Infusion Services 202, Inc.
|
Florida
|
|
Optum Infusion Services 203, Inc.
|
Florida
|
|
Optum Infusion Services 205, Inc.
|
Florida
|
|
Optum Infusion Services 206, Inc.
|
Alabama
|
|
Optum Infusion Services 207, Inc.
|
Alabama
|
|
Optum Infusion Services 208, Inc.
|
North Carolina
|
|
Optum Infusion Services 301, LP
|
Oklahoma
|
AxelaCare
|
Optum Infusion Services 302, LLC
|
Nebraska
|
|
Optum Infusion Services 308, LLC
|
Arizona
|
AxelaCare
|
Optum Infusion Services 401, LLC
|
California
|
|
Optum Infusion Services 403, LLC
|
California
|
|
Optum Infusion Services 404, LLC
|
Oregon
|
|
Optum Infusion Services 501, Inc.
|
Delaware
|
|
Optum Insurance of Ohio, Inc.
|
Ohio
|
|
Optum Labs Dimensions, Inc.
|
Delaware
|
|
Optum Labs International (UK) Ltd.
|
England and Wales
|
|
Optum Labs, Inc.
|
Delaware
|
|
Optum Life Sciences (Canada) Inc.
|
Ontario
|
|
Optum Management Consulting (Shanghai) Co., Ltd.
|
China
|
|
Optum Networks of New Jersey, Inc.
|
Delaware
|
OptumCare Network of New Jersey
OrthoNet of the Mid-Atlantic |
Optum of New York, Inc.
|
New York
|
|
Optum Operations (Ireland) Unlimited Company
|
Ireland
|
|
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
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 Perks LLC
|
Delaware
|
|
Optum Pharmacy 701, LLC
|
Delaware
|
|
Optum Pharmacy 702, LLC
|
Indiana
|
BriovaRx
|
Optum Pharmacy 703, LLC
|
Nevada
|
BriovaRX
|
Optum Pharmacy 705, LLC
|
Alabama
|
|
Optum Public Sector Solutions, Inc.
|
Delaware
|
|
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.
|
Paraná
|
|
Optum Solutions UK Holdings Limited
|
United Kingdom
|
|
Optum Technology, LLC
|
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
|
|
OptumCare ACO Florida, LLC
|
Florida
|
JSA Care Partners, LLC
Optumcare ACO Florida, LLC |
OptumCare ACO Holdings, LLC
|
California
|
HealthCare Partners Accountable Care Organization, LLC
OptumCare ACO Holdings, LLC |
OptumCare ACO New Mexico, LLC
|
Delaware
|
DaVita Medical ACO New Mexico
DaVita Medical ACO New Mexico, LLC NM Care ACO, LLC Optumcare ACO New Mexico, LLC |
OptumCare Clinical Trials, LLC
|
Delaware
|
DaVita Clinical Trials, LLC
HCP Clinical Research HCP Clinical Research, LLC |
OptumCare Colorado ASC, LLC
|
Colorado
|
DaVita Medical Colorado ASC
Digestive Disease Endoscoopy Optum Digestive Disease Optum Endoscopy |
OptumCare Colorado Springs, LLC
|
Colorado
|
Colorado Springs Health Partners
DaVita Medical Group DaVita Medical Group Colorado DaVita Medical Group Colorado Springs Optum Digestive Disease Clinic Optum Digestive Disease |
OptumCare Colorado, LLC
|
Colorado
|
|
OptumCare Endoscopy Center New Mexico, LLC
|
New Mexico
|
|
OptumCare Florida CI, LLC
|
Delaware
|
|
OptumCare Florida, LLC
|
Delaware
|
Optum
DaVita Medical Group |
OptumCare Health Plan of California, Inc.
|
Delaware
|
DaVita Health Plan of California, Inc.
|
OptumCare Holdings Colorado, LLC
|
Colorado
|
|
OptumCare Holdings New Mexico, LLC
|
New Mexico
|
|
OptumCare Holdings, LLC
|
California
|
|
OptumCare Management, LLC
|
California
|
|
OptumCare New Mexico, LLC
|
Delaware
|
|
OptumCare New York IPA, Inc.
|
New York
|
|
OptumCare South Florida, LLC
|
Florida
|
Optum
DaVita Medical Group |
OptumHealth Care Solutions, LLC
|
Delaware
|
UnitedHealth Group Research & Development
|
OptumHealth Financial Services, Inc.
|
Delaware
|
|
OptumHealth Holdings, LLC
|
Delaware
|
|
OptumHealth International B.V.
|
Netherlands
|
|
OptumInsight Holdings, LLC
|
Delaware
|
|
OptumInsight India Private Limited
|
India
|
|
OptumInsight Life Sciences, Inc.
|
Delaware
|
Innovus
QualityMetric Incorporated |
OptumInsight, Inc.
|
Delaware
|
Ingenix
Ingenix, Inc. Optum Optum, Inc. |
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 Administrator of Maryland
|
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
|
FirstLine Medical
hi HealthInnovations OptumRx OptumRx PBM Administrator of California OptumRx, Inc. |
OptumServe Technology Services, Inc.
|
Maryland
|
Optum, Inc.
Q.S.S., Inc. QSSI Quality Software Services Quality Software Services, Inc. |
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 South, Inc.
|
Delaware
|
|
OrthoNet Services, Inc.
|
Delaware
|
|
OrthoNet West, Inc.
|
Delaware
|
|
OSB – Tecnologia e Serviços de Suporte Ltda.
|
Brazil
|
|
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
|
|
Pacific Casualty Company, Inc.
|
Hawaii
|
|
PacifiCare Life and Health Insurance Company
|
Indiana
|
|
PacifiCare Life Assurance Company
|
Colorado
|
|
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
|
|
PatientsLikeMe LLC
|
Delaware
|
|
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
|
Optum Settlement Solutions
|
PMSI, LLC
|
Florida
|
Alaska Business License
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, Inc.
|
New York
|
EM Risk Management
Pomco Pomco Group Benefit Administrators |
Pomerado Outpatient Surgical Center, Inc.
|
California
|
|
Pomerado Outpatient Surgical Center, L.P.
|
California
|
|
PPH Holdings, LLC
|
Delaware
|
|
Precision Dialing Services, Inc.
|
Delaware
|
|
Preferred Care Partners Holding, Corp.
|
Florida
|
|
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
|
Alaska Business License
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
|
|
Prospero Management Services, LLC
|
Delaware
|
|
Pueblo-SCA Surgery Center, LLC
|
Delaware
|
|
Pulse Platform, LLC
|
Delaware
|
|
QoL Acquisition Holdings Corp.
|
Delaware
|
|
QuarterMaster Newco, LLC
|
Delaware
|
|
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
|
|
Research Surgical Center, LLC
|
Colorado
|
Surgical Center of the Rockies
|
River Valley ASC, LLC
|
Connecticut
|
|
Riverside Electronic Healthcare Resources, Inc.
|
California
|
|
Riverside Medical Management, LLC
|
Delaware
|
|
Riverside Surgical Center of Meadowlands, LLC
|
New Jersey
|
Riverside Surgical Center of Rutherford
|
Riverside Surgical Center of Newark, LLC
|
New Jersey
|
|
Rocky Mountain Health Maintenance Organization, Incorporated
|
Colorado
|
Rocky Mountain Health Plans
Rocky Mountain HMO |
Rocky Mountain HealthCare Options, Inc.
|
Colorado
|
HealthCare Options, Inc.
Rocky Mountain HCO |
Sacred Heart ASC, LLC
|
Florida
|
|
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
|
UnitedHealth Group Research & Development
|
SC Affiliates, LLC
|
Delaware
|
|
SCA Alaska Surgery Center, inc.
|
Alaska
|
|
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 Clifton, 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 Sage Medical MSO, LLC
|
Delaware
|
|
SCA Sage Medical, 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-Applecare Partners, LLC
|
Delaware
|
|
SCA-Bethesda, LLC
|
Delaware
|
|
SCA-Blue Ridge, LLC
|
Delaware
|
|
SCA-Bonita Springs, LLC
|
Delaware
|
|
SCA-Brandon, LLC
|
Delaware
|
|
SCA-Castle Rock, LLC
|
Delaware
|
|
SCA-Central Florida, LLC
|
Florida
|
|
SCA-Charleston, LLC
|
Delaware
|
|
SCA-Chatham, 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-Denver Physicians Holdings, LLC
|
Delaware
|
|
SCA-Denver, LLC
|
Delaware
|
|
SCA-Derry, LLC
|
Delaware
|
|
SCA-Doral, LLC
|
Delaware
|
|
SCA-Downey, LLC
|
Delaware
|
|
SCA-DRY CREEK, 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-JPM 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-Mobile, LLC
|
Delaware
|
|
SCA-Mokena Properties, LLC
|
Delaware
|
|
SCA-Mokena, LLC
|
Delaware
|
|
SCA-Morris County, 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-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-Practice Partners Holdings, LLC
|
Delaware
|
|
SCA-River Valley, LLC
|
Delaware
|
|
SCA-Riverside Partners, LLC
|
Delaware
|
|
SCA-Riverside, LLC
|
Delaware
|
|
SCA-Rockville, LLC
|
Delaware
|
|
SCA-Sacred Heart Holdings, LLC
|
Delaware
|
|
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-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
|
|
Senior Benefits, L.L.C.
|
Arizona
|
|
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
|
Southwest Medical Associates, Inc.
Southwest Medical Pharmacy & Home Medical Equipment THC of Nevada |
Sierra Nevada Administrators, Inc.
|
Nevada
|
|
Sistema de Administración Hospitalaria S.A.C.
|
Peru
|
|
Small Business Insurance Advisors, Inc.
|
Texas
|
|
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
|
OptumCare Community Center
OptumCare Medical Group Sierra Home Medical Products, Inc. SMA Lifestyle Center Southwest Hospitalist Services Group Soutwest Medical Pharmacy & Home Medical Equipment |
Southwest Michigan Health Network Inc.
|
Michigan
|
|
Southwest Surgery Center, LLC
|
Illinois
|
Center for Minimally Invasive Surgery
|
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
|
|
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 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 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 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, LLC
|
Florida
|
|
Surgical Health, LLC
|
Delaware
|
|
Surgical Hospital Holdings of Oklahoma, LLC
|
Delaware
|
|
Surgicare of Belleville, LLC
|
Delaware
|
|
Surgicare of Jackson, LLC
|
Delaware
|
|
Surgicare of Joliet, Inc.
|
Illinois
|
|
Surgicare of La Veta, Inc.
|
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
|
UnitedHealthcare Alief Clinic
|
TeamUP Insurance Services, Inc.
|
California
|
|
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 Chesapeake Life Insurance Company
|
Oklahoma
|
|
The Lewin Group, Inc.
|
North Carolina
|
The Lewin Group Inc.
Lewin |
The Magan Medical Group
|
California
|
|
The Outpatient Surgery Center of Hilton Head, LLC
|
South Carolina
|
|
The Polyclinic MSO, LLC
|
Delaware
|
|
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
|
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Tucson Arizona Surgical Center, LLC
|
Arizona
|
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U.S. Behavioral Health Plan, California
|
California
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OptumHealth Behavioral Solutions of California
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UHC Finance (Ireland) Unlimited Company
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Dublin
|
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UHC International Services, Inc.
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Delaware
|
|
UHC of California
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California
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PacifiCare
PacifiCare of California Secure Horizons UnitedHealthcare of California |
UHCG – FZE
|
Dubai
|
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UHCG Holdings (Ireland) Limited
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Ireland
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UHCG Services (Ireland) Limited
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Ireland
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UHG Brasil Participações S.A.
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Brazil
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UHIC Holdings, Inc.
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Delaware
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UICI Funding Corp. 2
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Delaware
|
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UMR, Inc.
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Delaware
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Fiserv Health - Wausau Benefits
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Unidad Médica Diagnóstico S.A.
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Colombia
|
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Unimerica Insurance Company
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Wisconsin
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Unimerica Life Insurance Company
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Unimerica Life Insurance Company of New York
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New York
|
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Unison Health Plan of Delaware, Inc.
|
Delaware
|
UnitedHealthcare Community Plan
|
United Behavioral Health
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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 Group Reinsurance, Inc.
|
Placeholder until info is provided
|
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United Health Foundation
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Minnesota
|
United Health Hospice Foundation
|
United HealthCare Services, Inc.
|
Minnesota
|
AmeriChoice
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 Management Services, Inc.
|
New York
|
|
United Resource Networks IPA of New York, Inc.
|
New York
|
|
UnitedHealth Advisors, LLC
|
Maine
|
UnitedHealthcare
UHA Insurance Agency, LLC |
UnitedHealth Group Finance Inc.
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Delaware
|
|
UnitedHealth Group Incorporated
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Delaware
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UnitedHealth Group International Finance (Ireland) Unlimited Company
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Ireland
|
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UnitedHealth Group International GP
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Grand Cayman
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UnitedHealth International, Inc.
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Delaware
|
|
UnitedHealth Military & Veterans Services, LLC
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Delaware
|
|
UnitedHealth UK Limited
|
United Kingdom
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|
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
|
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
|
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UnitedHealthcare Europe S.á r.l.
|
Luxembourg
|
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UnitedHealthcare Global Canada Limited
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Alberta
|
UnitedHealthcare Global
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UnitedHealthcare Global Medical (UK) Limited
|
United Kingdom
|
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UnitedHealthcare India Private Limited
|
India
|
|
UnitedHealthcare Insurance Company
|
Connecticut
|
UnitedHealthcare Community Plan of Texas
UnitedHealthOne |
UnitedHealthcare Insurance Company of Illinois
|
Illinois
|
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UnitedHealthcare Insurance Company of New York
|
New York
|
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UnitedHealthcare Insurance Company of the River Valley
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Illinois
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UnitedHealthcare Insurance Designated Activity Company
|
Ireland
|
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UnitedHealthcare Integrated Services, Inc.
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Arizona
|
UnitedHealthcare Community Plan
|
UnitedHealthcare International Asia, LLC
|
Delaware
|
|
UnitedHealthcare International I B.V.
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Netherlands
|
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UnitedHealthcare International II S.á r.l.
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Luxembourg
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UnitedHealthcare International III B.V.
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Netherlands
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UnitedHealthcare International III S.á r.l.
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Luxembourg
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UnitedHealthcare International IV S.á r.l.
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Luxembourg
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UnitedHealthcare International VI S.à r.l.
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Luxembourg
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UnitedHealthcare International VII S.à r.l.
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Luxembourg
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UnitedHealthcare International VIII S.à r.l.
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Luxembourg
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UnitedHealthcare International X S.à r.l.
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Luxembourg
|
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UnitedHealthcare Life Insurance Company
|
Wisconsin
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UnitedHealthOne
|
UnitedHealthcare of Alabama, Inc.
|
Alabama
|
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UnitedHealthcare of Arizona, Inc.
|
Arizona
|
|
UnitedHealthcare of Arkansas, Inc.
|
Arkansas
|
Complete Health
|
UnitedHealthcare of Colorado, Inc.
|
Colorado
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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
|
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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 South Carolina, Inc.
|
South Carolina
|
|
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 Specialty Benefits, LLC
|
Maine
|
DCG RESOURCE OPTIONS ADMINISTRATORS, LLC
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
|
|
USHEALTH Academy, Inc.
|
Texas
|
|
USHEALTH Administrators, LLC
|
Delaware
|
|
USHEALTH Advisors, L.L.C.
|
Texas
|
|
USHEALTH Career Agency, Inc.
|
Delaware
|
|
USHEALTH Funding, Inc.
|
Delaware
|
|
USHEALTH Group, Inc.
|
Delaware
|
|
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
|
|
Vivify Health Canada, Inc.
|
British Columbia
|
|
Vivify Health, Inc.
|
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
|
WEBINSURE BENEFITS INSURANCE SERVICES LLC
|
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 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 Saint Isabel WellMed at SE Lakeland WellMed at South Parsons WellMed at Southwest Orlando WellMed at Stonerock Lake WellMed Medical Group |
WellMed Medical Management, Inc.
|
Texas
|
|
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 14, 2020
|
/s/ William C. Ballard, Jr.
|
|
/s/ F. William McNabb III
|
William C. Ballard, Jr.
|
|
F. William McNabb III
|
Director
|
|
Director
|
Dated: February 14, 2020
|
|
Dated: February 14, 2020
|
|
|
|
/s/ Richard T. Burke
|
|
/s/ Valerie Montgomery Rice, M.D.
|
Richard T. Burke
|
|
Valerie Montgomery Rice, M.D.
|
Director
|
|
Director
|
Dated: February 14, 2020
|
|
Dated: February 14, 2020
|
|
|
|
/s/ Timothy P. Flynn
|
|
/s/ John H. Noseworthy
|
Timothy P. Flynn
|
|
John H. Noseworthy, M.D.
|
Director
|
|
Director
|
Dated: February 14, 2020
|
|
Dated: February 14, 2020
|
|
|
|
/s/ Stephen J. Hemsley
|
|
/s/ Glenn M. Renwick
|
Stephen J. Hemsley
|
|
Glenn M. Renwick
|
Director
|
|
Director
|
Dated: February 14, 2020
|
|
Dated: February 14, 2020
|
|
|
|
/s/ Michele J. Hooper
|
|
/s/ Gail R. Wilensky, Ph.D.
|
Michele J. Hooper
|
|
Gail R. Wilensky, Ph.D.
|
Director
|
|
Director
|
Dated: February 14, 2020
|
|
Dated: February 14, 2020
|
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 14, 2020
|
/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 14, 2020
|
/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 14, 2020
|
/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 14, 2020
|
/s/ JOHN F. REX
|
|
John F. Rex
Executive Vice President and Chief Financial Officer |