UNH 10-K Annual Report Dec. 31, 2018 | Alphaminr
UNITEDHEALTH GROUP INC
ALPHAMINR

UNH 10-K Fiscal year ended Dec. 31, 2018

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UNITEDHEALTH GROUP INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Shareholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Shareholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Certificate of Incorporation of UnitedHealth Group Incorporated (incorporated by reference to Exhibit 3.1 to UnitedHealth Group Incorporateds Registration Statement on Form 8-A/A, Commission File No. 1-10864, filed on July 1, 2015) 3.2 Bylaws of UnitedHealth Group Incorporated, effective August 15, 2017 (incorporated by reference to Exhibit 3.1 to UnitedHealth Group Incorporateds Current Report on Form 8-K filed on August 16, 2017) 4.2 Amendment, dated as of November 6, 2000, to Senior Indenture, dated as of November 15, 1998, between the UnitedHealth Group Incorporated and The Bank of New York (incorporated by reference to Exhibit 4.1 to UnitedHealth Group Incorporateds Quarterly Report on Form 10-Q for the quarter ended September 30, 2001) 4.3 Instrument of Resignation, Appointment and Acceptance of Trustee, dated January 8, 2007, pursuant to the Senior Indenture, dated as of November 15, 1988, amended as of November 6, 2000, among UnitedHealth Group Incorporated, The Bank of New York and Wilmington Trust Company (incorporated by reference to Exhibit 4.3 to UnitedHealth Group Incorporateds Quarterly Report on Form 10-Q for the quarter ended June30, 2007) 4.4 Indenture, dated as of February 4, 2008, between UnitedHealth Group Incorporated and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to UnitedHealth Group Incorporateds Registration Statement on Form S-3, SEC File Number 333-149031, filed on February 4, 2008) *10.1 UnitedHealth Group Incorporated 2011 Stock Incentive Plan, as amended and restated in 2018 *10.2 Amendment to UnitedHealth Group Incorporateds Stock Option and Stock Appreciation Right Awards, effective November 6, 2014 (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporateds Annual Report on Form 10-K for the year ended December 31, 2014) *10.3 Form of Agreement for Non-Qualified Stock Option Award to Executives under UnitedHealth Group Incorporateds 2011 Stock Incentive Plan, as amended and restated in 2015, for awards made after January 1, 2016 (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporateds Quarterly Report on Form 10-Q for the quarter ended September 30, 2015) *10.4 Form of Agreement for Non-Qualified Stock Option Award for International Participants under UnitedHealth Group Incorporateds 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporateds Annual Report on Form 10-K for the year ended December 31, 2013) *10.5 Form of Addendum for Non-Qualified Stock Option Award Agreement for International Participants under UnitedHealth Group Incorporateds 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.37 to UnitedHealth Group Incorporateds Annual Report on Form 10-K for the year ended December 31, 2012) *10.6 Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporateds 2011 Stock Incentive Plan, as amended and restated in 2015, for awards made after January 1, 2016 (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporateds Quarterly Report on Form 10-Q for the quarter ended September 30, 2015) *10.7 Form of Agreement for Restricted Stock Award to Executives under UnitedHealth Group Incorporateds 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporateds Current Report on Form 8-K filed on May 27, 2011) *10.8 Form of Agreement for Stock Appreciation Rights Award to Executives under UnitedHealth Group Incorporateds 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporateds Current Report on Form 8-K filed on May 27, 2011) *10.9 Form of Agreement for Performance-based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporateds 2011 Stock Incentive Plan, as amended and restated in 2015, for awards made after January 1, 2016 (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporateds Quarterly Report on Form 10-Q for the quarter ended September 30, 2015) *10.10 Form of Agreement for Initial Deferred Stock Unit Award to Non-Employee Directors under UnitedHealth Group Incorporateds 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to UnitedHealth Group Incorporateds Current Report on Form 8-K filed on May 27, 2011) *10.11 Form of Agreement for Deferred Stock Unit Award to Non-Employee Directors under UnitedHealth Group Incorporateds 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporateds Current Report on Form 8-K filed on May 27, 2011) 10.12 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporateds Current Report on Form 8-K filed on July 1, 2015) *10.13 Amended and Restated UnitedHealth Group Incorporated Executive Incentive Plan (2009 Statement), effective as of December 31, 2008 (incorporated by reference to Exhibit 10.12 to UnitedHealth Group Incorporateds Annual Report on Form 10-K for the year ended December 31, 2008) *10.14 Amended and Restated UnitedHealth Group Incorporated 2008 Executive Incentive Plan, effective as of December 31, 2008 (incorporated by reference to Exhibit 10.13 to UnitedHealth Group Incorporateds Annual Report on Form 10-K for the year ended December 31, 2008) *10.15 Amendment, dated as of December 21, 2012, of Amended and Restated UnitedHealth Group Incorporated 2008 Executive Incentive Plan (incorporated by reference to Exhibit 10.11 to UnitedHealth Group Incorporateds Annual Report on Form 10-K for the year ended December 31, 2012) *10.16 Second Amendment, dated as of November 5, 2015, of Amended and Restated UnitedHealth Group Incorporated 2008 Executive Incentive Plan (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporateds Quarterly Report on Form 10-Q for the quarter ended September 30, 2015) *10.17 UnitedHealth Group Executive Savings Plan (2004 Statement) (incorporated by reference to Exhibit10(e) of UnitedHealth Group Incorporateds Annual Report on Form 10-K for the year ended December 31, 2003) *10.18 First Amendment to UnitedHealth Group Executive Savings Plan (2004 Statement) (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporateds Current Report on Form 8-K filed on November 3, 2006) *10.19 Second Amendment to UnitedHealth Group Executive Savings Plan (2004 Statement) (incorporated by reference to Exhibit 10.13 to UnitedHealth Group Incorporateds Annual Report on Form 10-K for the year ended December 31, 2007) *10.20 Third Amendment to UnitedHealth Group Executive Savings Plan (2004 Statement) (incorporated by reference to Exhibit 10.17 to UnitedHealth Group Incorporateds Annual Report on Form 10-K for the year ended December 31, 2008) *10.21 Fourth Amendment to UnitedHealth Group Executive Savings Plan (2004 Statement) (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporateds Quarterly Report on Form 10-Q for the quarter ended September 30, 2010) *10.22 Fifth Amendment to UnitedHealth Group Executive Savings Plan (2004 Statement) (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporateds Quarterly Report on Form 10-Q for the quarter ended September 30, 2014) *10.23 Sixth Amendment to UnitedHealth Group Executive Savings Plan (2004 Statement) (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporateds Quarterly Report on Form 10-Q for the quarter ended September 30, 2015) *10.24 Seventh Amendment to UnitedHealth Group Executive Savings Plan (2004 Statement) (incorporated by reference to Exhibit 10.24 to UnitedHealth Group Incorporateds Annual Report on Form 10-K for the year ended December 31, 2016) *10.25 Eighth Amendment to UnitedHealth Group Executive Savings Plan (2004 Statement) (incorporated by reference to Exhibit 4.9 to UnitedHealth Group Incorporateds Registration Statement on Form S-8, SEC File Number 333-224254, filed on April 12, 2018) *10.26 Summary of Non-Management Director Compensation, effective as of October 1, 2018 *10.27 UnitedHealth Group Directors Compensation Deferral Plan (2009 Statement) (incorporated by reference to Exhibit 10.18 to UnitedHealth Group Incorporateds Annual Report on Form 10-K for the year ended December 31, 2008) *10.28 Amendment to the UnitedHealth Group Directors Compensation Deferral Plan, effective as of January 1, 2010 (incorporated by reference to Exhibit 10.20 to UnitedHealth Group Incorporateds Annual Report on Form 10-K for the year ended December 31, 2009) *10.29 First Amendment to UnitedHealth Group Directors Compensation Deferral Plan (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporateds Quarterly Report on Form 10-Q for the quarter ended September 30, 2010) *10.30 Catamaran Corporation Third Amended and Restated Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 4.3 to UnitedHealth Group Incorporateds Registration Statement on Form S-8, SEC File Number 333-205824, filed on July 23, 2015) *10.31 Catalyst Health Solutions, Inc. 2006 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 4.4 to UnitedHealth Group Incorporateds Registration Statement on Form S-8, SEC File Number 333-205824, filed on July 23, 2015) *10.32 Audax Health Solutions, Inc. 2010 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 4.4 to UnitedHealth Group Incorporateds Post-Effective Amendment No. 1 to Registration Statement on Form S-8, SEC File Number 333-205826, filed on February 15, 2017) *10.33 Surgical Care Affiliates, Inc. 2016 Omnibus Long-Term Incentive Plan (incorporated by reference to Exhibit 4.3 to UnitedHealth Group Incorporateds Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017) *10.34 Surgical Care Affiliates, Inc. 2013 Omnibus Long-Term Incentive Plan (incorporated by reference to Exhibit 4.4 to UnitedHealth Group Incorporateds Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017) *10.35 Surgical Care Affiliates, Inc. Management Equity Incentive Plan (incorporated by reference to Exhibit 4.5 to UnitedHealth Group Incorporateds Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017) *10.36 Surgical Care Affiliates, Inc. Directors and Consultants Equity Incentive Plan (incorporated by reference to Exhibit 4.6 to UnitedHealth Group Incorporateds Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017) *10.37 The Advisory Board Company Amended and Restated 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to The Advisory Board Companys Current Report on Form 8-K filed on June 15, 2015) *10.38 The Advisory Board Company 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to The Advisory Board Companys Current Report on Form 8-K filed on November 17, 2005) *10.39 Employment Agreement, dated as of November 7, 2006, between UnitedHealth Group Incorporated and Stephen J. Hemsley (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporateds Current Report on Form 8-K filed on November 8, 2006) *10.40 Agreement for Supplemental Executive Retirement Pay, effective April 1, 2004, between UnitedHealth Group Incorporated and Stephen J. Hemsley (incorporated by reference to Exhibit10(b) to UnitedHealth Group Incorporateds Quarterly Report on Form 10-Q for the quarter ended March 31, 2004) *10.41 Amendment to Agreement for Supplemental Executive Retirement Pay, dated as of November 7, 2006, between UnitedHealth Group Incorporated and Stephen J. Hemsley (incorporated by reference to Exhibit A to Exhibit 10.1 to UnitedHealth Group Incorporateds Current Report on Form 8-K filed on November 8, 2006) *10.42 Amendment to Employment Agreement and Agreement for Supplemental Executive Retirement Pay, effective as of December 31, 2008, between United HealthCare Services, Inc. and Stephen J. Hemsley (incorporated by reference to Exhibit 10.22 to UnitedHealth Group Incorporateds Annual Report on Form 10-K for the year ended December 31, 2008) *10.43 Amendment to Agreement for Supplemental Executive Retirement Pay, dated as of June 7, 2016, between UnitedHealth Group Incorporated and Stephen J. Hemsley (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporateds Quarterly Report on Form 10-Q for the quarter ended June 30, 2016) *10.44 Letter Agreement, effective as of February19, 2008, by and between UnitedHealth Group Incorporated and Stephen J. Hemsley (incorporated by reference to Exhibit 10.22 to UnitedHealth Group Incorporateds Annual Report on Form 10-K for the year ended December31, 2007) *10.45 Amendment to Employment Agreement, dated as of December 14, 2010, between UnitedHealth Group Incorporated and Stephen J. Hemsley (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporateds Current Report on Form 8-K filed on December 15, 2010) *10.46 Amended and Restated Employment Agreement, effective as of December 1, 2014, between United HealthCare Services, Inc. and David Wichmann (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporateds Quarterly Report on Form 10-Q for the quarter ended March 31, 2015) *10.47 Amendment to Employment Agreement, effective as of August 16, 2017, between United HealthCare Services, Inc. and David Wichmann (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporateds Quarterly Report on Form 10-Q for the quarter ended September 30, 2017) *10.48 Amended and Restated Employment Agreement, dated as of June 7, 2016, between United HealthCare Services, Inc. and John Rex (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporateds Quarterly Report on Form 10-Q for the quarter ended June 30, 2016) *10.49 Amended and Restated Employment Agreement, effective as of March 24, 2015, between United HealthCare Services, Inc. and Steven H. Nelson (incorporated by reference to Exhibit 10.51 to UnitedHealth Group Incorporateds Annual Report on Form 10-K for the year ended December 31, 2017) *10.50 Employment Agreement, effective as of June 3, 2018, between United HealthCare Services, Inc. and Andrew Witty 21.1 Subsidiaries of UnitedHealth Group Incorporated 23.1 Consent of Independent Registered Public Accounting Firm 24.1 Power of Attorney 31.1 Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002