UNH 2012.9.30 10Q
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________________ 
Form 10-Q
__________________________________________________________ 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2012
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______ TO _______
Commission file number: 1-10864
__________________________________________________________ 
    
UnitedHealth Group Incorporated
(Exact name of registrant as specified in its charter)
 __________________________________________________________ 
Minnesota
 
41-1321939
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
UnitedHealth Group Center
9900 Bren Road East
Minnetonka, Minnesota
 
55343
(Address of principal executive offices)
 
(Zip Code)
(952) 936-1300
(Registrant’s telephone number, including area code)
__________________________________________________________  
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
x
 
Accelerated filer
o
 
Non-accelerated filer
o
 
Smaller reporting company
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes o No x
As of October 26, 2012, there were 1,021,492,625 shares of the registrant’s Common Stock, $.01 par value per share, issued and outstanding.
 
 
 
 
 



UNITEDHEALTH GROUP
Table of Contents
 
 
 
Page
 
 
 
 
Item 1.
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
 
 
Item 1.
Item 1A.
Item 2.
Item 6.



Table of Contents


PART I. FINANCIAL INFORMATION 

ITEM 1.    FINANCIAL STATEMENTS
UnitedHealth Group
Condensed Consolidated Balance Sheets
(Unaudited)
(in millions, except per share data)
 
September 30,
2012
 
December 31,
2011
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
8,916

 
$
9,429

Short-term investments
 
3,038

 
2,577

Accounts receivable, net
 
2,403

 
2,294

Other current receivables, net
 
2,145

 
2,255

Assets under management
 
2,737

 
2,708

Deferred income taxes
 
414

 
472

Prepaid expenses and other current assets
 
678

 
615

Total current assets
 
20,331

 
20,350

Long-term investments
 
17,227

 
16,166

Property, equipment and capitalized software, net
 
2,619

 
2,515

Goodwill
 
26,339

 
23,975

Other intangible assets, net
 
3,049

 
2,795

Other assets
 
2,135

 
2,088

Total assets
 
$
71,700

 
$
67,889

Liabilities and shareholders’ equity
 
 
 
 
Current liabilities:
 
 
 
 
Medical costs payable
 
$
10,393

 
$
9,799

Accounts payable and accrued liabilities
 
6,579

 
6,853

Other policy liabilities
 
4,843

 
5,063

Commercial paper and current maturities of long-term debt
 
1,852

 
982

Unearned revenues
 
1,186

 
1,225

Total current liabilities
 
24,853

 
23,922

Long-term debt, less current maturities
 
11,146

 
10,656

Future policy benefits
 
2,445

 
2,445

Deferred income taxes and other liabilities
 
3,033

 
2,574

Total liabilities
 
41,477

 
39,597

Commitments and contingencies (Note 9)
 
 
 


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;
1,012 and 1,039 issued and outstanding
 
10

 
10

Retained earnings
 
29,638

 
27,821

Accumulated other comprehensive income
 
575

 
461

Total shareholders’ equity
 
30,223

 
28,292

Total liabilities and shareholders’ equity
 
$
71,700

 
$
67,889


See Notes to the Condensed Consolidated Financial Statements

1

Table of Contents


UnitedHealth Group
Condensed Consolidated Statements of Operations
(Unaudited)
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(in millions, except per share data)
 
2012
 
2011
 
2012
 
2011
Revenues:
 
 
 
 
 
 
 
 
Premiums
 
$
24,640

 
$
22,806

 
$
73,880

 
$
68,622

Services
 
1,824

 
1,637

 
5,415

 
4,891

Products
 
693

 
667

 
2,059

 
1,921

Investment and other income
 
145

 
170

 
495

 
512

Total revenues
 
27,302

 
25,280

 
81,849

 
75,946

Operating costs:
 
 
 
 
 
 
 
 
Medical costs
 
19,471

 
18,408

 
59,423

 
55,711

Operating costs
 
4,277

 
3,899

 
12,453

 
11,249

Cost of products sold
 
627

 
609

 
1,881

 
1,762

Depreciation and amortization
 
317

 
294

 
939

 
834

Total operating costs
 
24,692

 
23,210

 
74,696

 
69,556

Earnings from operations
 
2,610

 
2,070

 
7,153

 
6,390

Interest expense
 
(158
)
 
(129
)
 
(459
)
 
(366
)
Earnings before income taxes
 
2,452

 
1,941

 
6,694

 
6,024

Provision for income taxes
 
(895
)
 
(670
)
 
(2,412
)
 
(2,140
)
Net earnings
 
$
1,557

 
$
1,271

 
$
4,282

 
$
3,884

Basic net earnings per common share
 
$
1.52

 
$
1.19

 
$
4.16

 
$
3.62

Diluted net earnings per common share
 
$
1.50

 
$
1.17

 
$
4.08

 
$
3.56

Basic weighted-average number of common shares outstanding
 
1,022

 
1,065

 
1,030

 
1,074

Dilutive effect of common stock equivalents
 
17

 
18

 
19

 
17

Diluted weighted-average number of common shares outstanding
 
1,039

 
1,083

 
1,049

 
1,091

Anti-dilutive shares excluded from the calculation of dilutive effect of common stock equivalents
 
23

 
43

 
19

 
49

Cash dividends declared per common share
 
$
0.2125

 
$
0.1625

 
$
0.5875

 
$
0.4500


See Notes to the Condensed Consolidated Financial Statements

2

Table of Contents



UnitedHealth Group
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)

 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(in millions)
 
2012
 
2011
 
2012
 
2011
 
 
 
 
 
 
 
 
 
Net earnings
 
$
1,557

 
$
1,271

 
$
4,282

 
$
3,884

Other comprehensive income:
 
 
 
 
 
 
 
 
Gross unrealized holding gains on investment securities during the period
 
166

 
152

 
277

 
313

Income tax expense
 
(54
)
 
(54
)
 
(100
)
 
(113
)
Total unrealized gains, net of tax
 
112

 
98

 
177

 
200

Gross reclassification adjustment for net realized gains included in net earnings
 
(20
)
 
(37
)
 
(109
)
 
(106
)
Income tax effect
 
7

 
13

 
40

 
38

Total reclassification adjustment, net of tax
 
(13
)
 
(24
)
 
(69
)
 
(68
)
Foreign currency translation adjustments
 
7

 
(9
)
 
6

 
13

Other comprehensive income
 
106

 
65

 
114

 
145

Comprehensive income
 
$
1,663

 
$
1,336

 
$
4,396

 
$
4,029


See Notes to the Condensed Consolidated Financial Statements

3

Table of Contents


UnitedHealth Group
Condensed Consolidated Statements of Changes in Shareholders’ Equity
(Unaudited)
 
 
 
 
 
 
 
 
 
 
Accumulated Other Comprehensive Income (Loss)
 
 
 
 
 
 
 
 
Additional Paid-In Capital
 
Retained Earnings
 
 
Total Shareholders' Equity
 
 
Common Stock
 
 
 
Net Unrealized Gains on Investments
 
Foreign Currency Translation (Losses) Gains
 
(in millions)
 
Shares
 
Amount
 
 
 
 
 
Balance at January 1, 2012
 
1,039

 
$
10

 
$

 
$
27,821

 
$
476

 
$
(15
)
 
$
28,292

Net earnings
 
 
 
 
 
 
 
4,282

 

 

 
4,282

Other comprehensive income
 
 
 
 
 
 
 
 
 
108

 
6

 
114

Issuances of common stock, and related tax effects
 
21

 

 
273

 
 
 

 

 
273

Share-based compensation, and related tax benefits
 
 
 
 
 
459

 
 
 

 

 
459

Common stock repurchases
 
(48
)
 

 
(732
)
 
(1,862
)
 
 
 
 
 
(2,594
)
Common stock dividends
 
 
 
 
 
 
 
(603
)
 

 

 
(603
)
Balance at September 30, 2012
 
1,012

 
$
10

 
$

 
$
29,638

 
$
584

 
$
(9
)
 
$
30,223

 
 
 
 
 
 
 
 
 
 

 

 
 
Balance at January 1, 2011
 
1,086

 
$
11

 
$

 
$
25,562

 
$
280

 
$
(28
)
 
$
25,825

Net earnings
 
 
 
 
 
 
 
3,884

 

 

 
3,884

Other comprehensive income
 
 
 
 
 
 
 
 
 
132

 
13

 
145

Issuances of common stock, and related tax effects
 
14

 

 
231

 
 
 

 

 
231

Share-based compensation, and related tax benefits
 
 
 
 
 
362

 
 
 

 

 
362

Common stock repurchases
 
(46
)
 

 
(593
)
 
(1,501
)
 
 
 
 
 
(2,094
)
Common stock dividends
 
 
 
 
 
 
 
(481
)
 

 

 
(481
)
Balance at September 30, 2011
 
1,054

 
$
11

 
$

 
$
27,464

 
$
412

 
$
(15
)
 
$
27,872


See Notes to the Condensed Consolidated Financial Statements

4

Table of Contents


UnitedHealth Group
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
 
 
Nine Months Ended September 30,
(in millions)
 
2012
 
2011
Operating activities
 
 
 
 
Net earnings
 
$
4,282

 
$
3,884

Noncash items:
 
 
 
 
Depreciation and amortization
 
939

 
834

Deferred income taxes
 
181

 
(88
)
Share-based compensation
 
329

 
316

Other, net
 
(154
)
 
(80
)
Net change in other operating items, net of effects from acquisitions and changes in AARP balances:
 
 
 
 
Accounts receivable
 
93

 
(215
)
Other assets
 
(101
)
 
(235
)
Medical costs payable
 
141

 
74

Accounts payable and other liabilities
 
252

 
254

Other policy liabilities
 
(316
)
 
542

Unearned revenues
 
(173
)
 
2,097

Cash flows from operating activities
 
5,473

 
7,383

Investing activities
 
 
 
 
Purchases of investments
 
(7,432
)
 
(6,984
)
Sales of investments
 
2,566

 
2,986

Maturities of investments
 
3,742

 
2,974

Cash paid for acquisitions, net of cash assumed
 
(2,550
)
 
(1,478
)
Cash received from dispositions
 

 
385

Purchases of property, equipment and capitalized software
 
(786
)
 
(806
)
Cash flows used for investing activities
 
(4,460
)
 
(2,923
)
Financing activities
 
 
 
 
Common stock repurchases
 
(2,594
)
 
(2,094
)
Proceeds from common stock issuances
 
508

 
311

Dividends paid
 
(603
)
 
(481
)
Proceeds from commercial paper, net
 
540

 
820

Proceeds from issuance of long-term debt
 
1,480

 
747

Repayments of long-term debt
 
(631
)
 
(955
)
Interest rate swap termination
 

 
132

Customer funds administered
 
309

 
1,656

Checks outstanding in excess of bank deposits
 
(287
)
 
(94
)
Other, net
 
(248
)
 
54

Cash flows (used for) from financing activities
 
(1,526
)
 
96

(Decrease) increase in cash and cash equivalents
 
(513
)
 
4,556

Cash and cash equivalents, beginning of period
 
9,429

 
9,123

Cash and cash equivalents, end of period
 
$
8,916

 
$
13,679


See Notes to the Condensed Consolidated Financial Statements

5

Table of Contents


UNITEDHEALTH GROUP
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.
Basis of Presentation
UnitedHealth Group Incorporated (also referred to as “UnitedHealth Group” and the “Company”) is a diversified health and well-being company dedicated to helping people live healthier lives and making health care work better. We offer a broad spectrum of products and services through two distinct platforms: UnitedHealthcare, which provides health care coverage and benefits services; and Optum, which provides information and technology-enabled health services.
The Company has prepared the Condensed Consolidated Financial Statements according to U.S. Generally Accepted Accounting Principles (GAAP) and has included the accounts of UnitedHealth Group and its subsidiaries. The Company has eliminated intercompany balances and transactions. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. In accordance with the rules and regulations of the U.S. Securities and Exchange Commission (SEC), the Company has omitted certain footnote disclosures that would substantially duplicate the disclosures contained in its annual audited Consolidated Financial Statements. Therefore, these Condensed Consolidated Financial Statements should be read together with the Consolidated Financial Statements and the Notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 as filed with the SEC (2011 10-K). The accompanying Condensed Consolidated Financial Statements include all normal recurring adjustments necessary to present the interim financial statements fairly.
Use of Estimates
These Condensed Consolidated Financial Statements include certain amounts based on the Company’s best estimates and judgments. The Company’s most significant estimates relate to medical costs payable and medical costs, premium rebates and risk-adjustment and risk-sharing provisions related to revenues, valuation and impairment analysis of goodwill and other intangible assets, estimates of other policy liabilities and other current receivables, valuations of investments, income taxes and contingent liabilities. These estimates require the application of complex assumptions and judgments, often because they involve matters that are inherently uncertain and will likely change in subsequent periods. The impact of any changes in estimates is included in earnings in the period in which the estimate is adjusted.
Accounting Policies
Following is an expanded portion of the Company's revenue policy related to premium rebates. All other accounting policies disclosed in Note 2 of Notes to the Consolidated Financial Statements in the 2011 10-K remain unchanged.
The Company's fully insured commercial premium revenues are generally subject to the minimum medical loss ratio requirements of the Patient Protection and Affordable Care Act and the associated reconciliation measure, the Health Care and Education Reconciliation Act of 2010 (Health Reform Legislation). Premium revenues are recognized based on the estimated premiums earned net of projected rebates because the Company is able to reasonably estimate the ultimate premiums of these contracts. Each period, the Company estimates premium rebates based on the expected financial performance of the applicable contracts within each defined aggregation set (e.g., by state, group size and licensed subsidiary). The most significant factors in estimating the financial performance are current and future premiums and medical claim experience, effective tax rates and expected changes in business mix. The estimated ultimate premium is revised each period to reflect current and projected experience.
Recently Adopted Accounting Standards
In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (ASU 2011-04). This update provides guidance on how fair value measurement should be applied where existing GAAP already requires or permits fair value measurements. In addition, ASU 2011-04 requires expanded disclosures regarding fair value measurements. ASU 2011-04 became effective for the Company's fiscal year 2012. The adoption of the measurement guidance of ASU 2011-04 did not have a material impact on the Condensed Consolidated Financial Statements. The new disclosures have been included with the Company's fair value disclosures in Note 3 of Notes to the Condensed Consolidated Financial Statements.
In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220) - Presentation of Comprehensive Income” (ASU 2011-05). ASU 2011-05 requires entities to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements and eliminates the option to present the components of other comprehensive

6

Table of Contents


income as a part of the statement of equity. ASU 2011-05 became effective for the Company's fiscal year 2012. The Company presented separate Condensed Consolidated Statements of Comprehensive Income, which appear consecutive to the Condensed Consolidated Statements of Operations.
The Company has determined that there have been no other recently adopted or issued accounting standards that had or will have a material impact on its Condensed Consolidated Financial Statements.
2.
Investments
A summary of short-term and long-term investments is as follows:
(in millions)
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
September 30, 2012
 
 
 
 
 
 
 
 
Debt securities - available-for-sale:
 
 
 
 
 
 
 
 
U.S. government and agency obligations
 
$
2,690

 
$
55

 
$

 
$
2,745

State and municipal obligations
 
6,300

 
435

 

 
6,735

Corporate obligations
 
6,422

 
292

 
(3
)
 
6,711

U.S. agency mortgage-backed securities
 
2,340

 
95

 

 
2,435

Non-U.S. agency mortgage-backed securities
 
465

 
39

 

 
504

Total debt securities - available-for-sale
 
18,217

 
916

 
(3
)
 
19,130

Equity securities - available-for-sale
 
633

 
12

 
(2
)
 
643

Debt securities - held-to-maturity:
 
 
 
 
 
 
 
 
U.S. government and agency obligations
 
169

 
7

 

 
176

State and municipal obligations
 
31

 

 

 
31

Corporate obligations
 
292

 

 

 
292

Total debt securities - held-to-maturity
 
492

 
7

 

 
499

Total investments
 
$
19,342

 
$
935

 
$
(5
)
 
$
20,272

December 31, 2011
 
 
 
 
 
 
 
 
Debt securities - available-for-sale:
 
 
 
 
 
 
 
 
U.S. government and agency obligations
 
$
2,319

 
$
54

 
$

 
$
2,373

State and municipal obligations
 
6,363

 
403

 
(1
)
 
6,765

Corporate obligations
 
5,825

 
205

 
(23
)
 
6,007

U.S. agency mortgage-backed securities
 
2,279

 
74

 

 
2,353

Non-U.S. agency mortgage-backed securities
 
476

 
28

 

 
504

Total debt securities - available-for-sale
 
17,262

 
764

 
(24
)
 
18,002

Equity securities - available-for-sale
 
529

 
23

 
(8
)
 
544

Debt securities - held-to-maturity:
 
 
 
 
 
 
 
 
U.S. government and agency obligations
 
166

 
7

 

 
173

State and municipal obligations
 
13

 

 

 
13

Corporate obligations
 
18

 

 

 
18

Total debt securities - held-to-maturity
 
197

 
7

 

 
204

Total investments
 
$
17,988

 
$
794

 
$
(32
)
 
$
18,750



7

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Included in the Company’s investment portfolio were securities collateralized by sub-prime home equity lines of credit with fair values of $2 million at September 30, 2012 and December 31, 2011. Also included were Alt-A securities with fair values of $7 million and $9 million at September 30, 2012 and December 31, 2011. The fair values of the Company’s mortgage-backed securities by credit rating (when multiple credit ratings are available for an individual security, the average of the available ratings is used) and origination as of September 30, 2012 were as follows:
(in millions)
 
AAA
 
AA
 
Non-Investment
Grade
 
Total Fair
Value
2012
 
$
56

 
$

 
$

 
$
56

2011
 
27

 

 

 
27

2010
 

 
3

 

 
3

2007
 
76

 

 
3

 
79

2006
 
153

 

 
8

 
161

Pre - 2006
 
172

 

 
6

 
178

U.S. agency mortgage-backed securities
 
2,435

 

 

 
2,435

Total
 
$
2,919

 
$
3

 
$
17

 
$
2,939

The amortized cost and fair value of available-for-sale debt securities as of September 30, 2012, by contractual maturity, were as follows:
(in millions)
 
Amortized
Cost
 
Fair
Value
Due in one year or less
 
$
3,102

 
$
3,116

Due after one year through five years
 
6,110

 
6,353

Due after five years through ten years
 
4,534

 
4,911

Due after ten years
 
1,666

 
1,811

U.S. agency mortgage-backed securities
 
2,340

 
2,435

Non-U.S. agency mortgage-backed securities
 
465

 
504

Total debt securities - available-for-sale
 
$
18,217

 
$
19,130

The amortized cost and fair value of held-to-maturity debt securities as of September 30, 2012, by contractual maturity, were as follows:
(in millions)
 
Amortized
Cost
 
Fair
Value
Due in one year or less
 
$
71

 
$
72

Due after one year through five years
 
131

 
133

Due after five years through ten years
 
180

 
181

Due after ten years
 
110

 
113

Total debt securities - held-to-maturity
 
$
492

 
$
499


8

Table of Contents


The fair value of available-for-sale investments with gross unrealized losses by investment type and length of time that individual securities have been in a continuous unrealized loss position were as follows:
 
 
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
September 30, 2012
 
 
 
 
 
 
 
 
 
 
 
 
Debt securities - available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
 
Corporate obligations
 
$
452

 
$
(2
)
 
$
33

 
$
(1
)
 
$
485

 
$
(3
)
Total debt securities - available-for-sale
 
$
452

 
$
(2
)
 
$
33

 
$
(1
)
 
$
485

 
$
(3
)
Equity securities - available-for-sale
 
$
27

 
$
(1
)
 
$
5

 
$
(1
)
 
$
32

 
$
(2
)
December 31, 2011
 
 
 
 
 
 
 
 
 
 
 
 
Debt securities - available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
 
State and municipal obligations
 
$
85

 
$
(1
)
 
$
21

 
$

 
$
106

 
$
(1
)
Corporate obligations
 
1,496

 
(22
)
 
28

 
(1
)
 
1,524

 
(23
)
Total debt securities - available-for-sale
 
$
1,581

 
$
(23
)
 
$
49

 
$
(1
)
 
$
1,630

 
$
(24
)
Equity securities - available-for-sale
 
$
24

 
$
(7
)
 
$
3

 
$
(1
)
 
$
27

 
$
(8
)
The unrealized losses from all securities as of September 30, 2012 were generated from 700 positions out of a total of 18,000 positions. The Company believes that it will collect the principal and interest due on its investments that have an amortized cost in excess of fair value. The unrealized losses were primarily caused by interest rate increases and not by unfavorable changes in the credit ratings associated with these securities. At each reporting period, the Company evaluates securities for impairment when the fair value of the investment is less than its amortized cost. The Company evaluated the underlying credit quality and credit ratings of the issuers, noting neither a significant deterioration since purchase nor other factors leading to an other-than-temporary impairment (OTTI). As of September 30, 2012, the Company did not have the intent to sell any of the securities in an unrealized loss position.
As of September 30, 2012, the Company’s holdings of non-U.S. agency mortgage-backed securities included $6 million of commercial mortgage loans in default. These loans represented less than 1% of the Company’s total mortgage-backed security holdings as of September 30, 2012.
A portion of the Company’s investments in equity securities and venture capital funds consists of investments held in various public and nonpublic companies concentrated in the areas of health care services and related information technologies. Market conditions that affect the value of health care and related technology stocks will likewise impact the value of the Company’s equity portfolio. The equity securities and venture capital funds were evaluated for severity and duration of unrealized loss, overall market volatility and other market factors.
Net realized gains included in Investment and Other Income on the Condensed Consolidated Statements of Operations were from the following sources:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(in millions)
 
2012
 
2011
 
2012
 
2011
Total OTTI
 
$

 
$
(4
)
 
$
(4
)
 
$
(10
)
Portion of loss recognized in other comprehensive income
 

 

 

 

Net OTTI recognized in earnings
 

 
(4
)
 
(4
)
 
(10
)
Gross realized losses from sales
 
(2
)
 
(5
)
 
(5
)
 
(9
)
Gross realized gains from sales
 
22

 
46

 
118

 
125

Net realized gains
 
$
20

 
$
37

 
$
109

 
$
106

3.
Fair Value
Certain assets and liabilities are measured at fair value in the Condensed Consolidated Financial Statements or have fair values disclosed in the Notes to the Condensed Consolidated Financial Statements. These assets and liabilities are classified into one of three levels of a hierarchy defined by GAAP. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement is categorized in its entirety based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular item to

9

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the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.
The fair value hierarchy is summarized as follows:
Level 1 — Quoted prices (unadjusted) for identical assets/liabilities in active markets.
Level 2 — Other observable inputs, either directly or indirectly, including:
Quoted prices for similar assets/liabilities in active markets;
Quoted prices for identical or similar assets/liabilities in non-active markets (e.g., few transactions, limited information, non-current 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.
Level 3 — Unobservable inputs that cannot be corroborated by observable market data.
Transfers between levels, if any, are recorded as of the beginning of the reporting period in which the transfer occurs; there were no transfers between Levels 1, 2 or 3 of any financial assets or liabilities during 2012 or 2011.
Non-financial assets and liabilities or financial assets and liabilities that are measured at fair value on a nonrecurring basis are subject to fair value adjustments only in certain circumstances, such as when the Company records an impairment. There were no significant fair value adjustments for these assets and liabilities recorded during the three and nine months ended September 30, 2012 and 2011.
The following methods and assumptions were used to estimate the fair value and determine the fair value hierarchy classification of each class of financial instrument included in the tables below:
Cash and Cash Equivalents. The carrying value of cash and cash equivalents approximates fair value as maturities are less than three months. Fair values of cash equivalent instruments that do not trade on a regular basis in active markets are classified as Level 2.
Debt and Equity Securities. Fair values of debt and equity securities are based on quoted market prices, where available. The Company obtains one price for each security primarily from a third-party pricing service (pricing service), which generally uses quoted or other observable inputs for the determination of fair value. The pricing service normally derives the security prices through recently reported trades for identical or similar securities, and, if necessary, makes adjustments through the reporting date based upon available observable market information. For securities not actively traded, the pricing service may use quoted market prices of comparable instruments or discounted cash flow analyses, incorporating inputs that are currently observable in the markets for similar securities. Inputs that are often used in the valuation methodologies include, but are not limited to, benchmark yields, credit spreads, default rates, prepayment speeds and non-binding broker quotes. As the Company is responsible for the determination of fair value, it performs quarterly analyses on the prices received from the pricing service to determine whether the prices are reasonable estimates of fair value. Specifically, the Company compares the prices received from the pricing service to a secondary pricing source, prices reported by its custodian, its investment consultant and third-party investment advisors. Additionally, the Company compares changes in the reported market values and returns to relevant market indices to test the reasonableness of the reported prices. The Company’s internal price verification procedures and reviews of fair value methodology documentation provided by independent pricing services have not historically resulted in adjustment in the prices obtained from the pricing service.
Fair values of debt securities that do not trade on a regular basis in active markets but are priced using other observable inputs are classified as Level 2.
Fair value estimates for Level 1 and Level 2 equity securities are based on quoted market prices for actively traded equity securities and/or other market data for the same or comparable instruments and transactions in establishing the prices.
The Company's Level 3 equity securities are primarily investments in venture capital securities. The fair values of Level 3 investments in venture capital portfolios are estimated using a market valuation technique that relies heavily on management assumptions and qualitative observations. Under the market approach, the fair values of the Company's various venture capital investments are computed using limited quantitative and qualitative observations of activity for similar companies in the current market. The Company's market modeling utilizes, as applicable, transactions for comparable companies in similar industries and having similar revenue and growth characteristics; and similar preferences in their capital structure. Key significant unobservable inputs in the market technique include implied earnings before interest, taxes, depreciation and amortization (EBITDA) multiples and revenue multiples. Additionally, the fair value of certain of the Company's venture capital securities are based off of recent transactions in inactive markets for identical or similar securities. Significant changes in any of these inputs could result in significantly lower or higher fair value measurements.

10

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Throughout the procedures discussed above in relation to the Company's processes for validating third party pricing information, the Company validates the understanding of assumptions and inputs used in security pricing and determines the proper classification in the hierarchy based on that understanding.
AARP Program-related Investments. AARP Program-related investments consist of debt and equity securities held to fund costs associated with the AARP Program and are priced and classified using the same methodologies as the Company’s other securities.
Interest Rate Swaps. Fair values of the Company’s interest rate swaps are estimated using the terms of the swaps and publicly available market yield curves. Because the swaps are unique and not actively traded but are valued using other observable inputs, the fair values are classified as Level 2.
Senior Unsecured Notes. The fair values of the senior unsecured notes are estimated and classified using the same methodologies as the Company's investments in debt securities.
AARP Program-related Other Liabilities. AARP Program-related other liabilities consist of liabilities that represent the amount of net investment gains and losses related to AARP Program-related investments that accrue to the benefit of the AARP policyholders.
The following table presents a summary of fair value measurements by level and carrying values for items measured at fair value on a recurring basis in the Condensed Consolidated Balance Sheets excluding AARP related assets and liabilities, which are presented in a separate table below:
(in millions)
 
Quoted Prices
in Active
Markets
(Level 1)
 
Other
Observable
Inputs
(Level 2)
 
Unobservable
Inputs
(Level 3)
 
Total
Fair
Value
 
Total Carrying Value
September 30, 2012
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
8,002

 
$
914

 
$

 
$
8,916

 
$
8,916

Debt securities - available-for-sale:
 
 
 
 
 
 
 
 
 
 
U.S. government and agency obligations
 
1,923

 
822

 

 
2,745

 
2,745

State and municipal obligations
 

 
6,735

 

 
6,735

 
6,735

Corporate obligations
 
3

 
6,708

 

 
6,711

 
6,711

U.S. agency mortgage-backed securities
 

 
2,435

 

 
2,435

 
2,435

Non-U.S. agency mortgage-backed securities
 

 
498

 
6

 
504

 
504

Total debt securities - available-for-sale
 
1,926

 
17,198

 
6

 
19,130

 
19,130

Equity securities - available-for-sale
 
423

 
2

 
218

 
643

 
643

Interest rate swap assets
 

 
17

 

 
17

 
17

Total assets at fair value

$
10,351

 
$
18,131

 
$
224

 
$
28,706

 
N/A

Percentage of total assets at fair value
 
36
%
 
63
%
 
1
%
 
100
%
 
N/A

December 31, 2011
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
8,569

 
$
860

 
$

 
$
9,429

 
$
9,429

Debt securities - available-for-sale:
 
 
 
 
 
 
 
 
 
 
U.S. government and agency obligations
 
1,551

 
822

 

 
2,373

 
2,373

State and municipal obligations
 

 
6,750

 
15

 
6,765

 
6,765

Corporate obligations
 
16

 
5,805

 
186

 
6,007

 
6,007

U.S. agency mortgage-backed securities
 

 
2,353

 

 
2,353

 
2,353

Non-U.S. agency mortgage-backed securities
 

 
497

 
7

 
504

 
504

Total debt securities - available-for-sale
 
1,567

 
16,227

 
208

 
18,002

 
18,002

Equity securities - available-for-sale
 
333

 
2

 
209

 
544

 
544

Total assets at fair value
 
$
10,469

 
$
17,089

 
$
417

 
$
27,975

 
N/A

Percentage of total assets at fair value
 
37
%
 
61
%
 
2
%
 
100
%
 
N/A


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Table of Contents


The following table presents a summary of fair value measurements by level and carrying values for certain financial instruments not measured at fair value on a recurring basis in the Condensed Consolidated Balance Sheets:
(in millions)
 
Quoted Prices
in Active
Markets
(Level 1)
 
Other
Observable
Inputs
(Level 2)
 
Unobservable
Inputs
(Level 3)
 
Total
Fair
Value
 
Total Carrying Value
September 30, 2012
 
 
 
 
 
 
 
 
 
 
Debt securities - held-to-maturity:
 
 
 
 
 
 
 
 
 
 
U.S. government and agency obligations
 
$
176

 
$

 
$

 
$
176

 
$
169

State and municipal obligations
 

 

 
31

 
31

 
31

Corporate obligations
 
9

 
13

 
270

 
292

 
292

Total debt securities - held-to-maturity
 
$
185

 
$
13

 
$
301

 
$
499

 
$
492

Senior unsecured notes
 
$

 
$
14,372

 
$

 
$
14,372

 
$
12,458

December 31, 2011
 
 
 
 
 
 
 
 
 
 
Debt securities - held-to-maturity:
 
 
 
 
 
 
 
 
 
 
U.S. government and agency obligations
 
$
173

 
$

 
$

 
$
173

 
$
166

State and municipal obligations
 

 
1

 
12

 
13

 
13

Corporate obligations
 
9

 
9

 

 
18

 
18

Total debt securities - held-to-maturity
 
$
182

 
$
10

 
$
12

 
$
204

 
$
197

Senior unsecured notes
 
$

 
$
13,149

 
$

 
$
13,149

 
$
11,638

The carrying amounts reported in the Condensed Consolidated Balance Sheets for accounts and other current receivables, unearned revenues, commercial paper, accounts payable and accrued liabilities approximate fair value because of their short-term nature. These assets and liabilities are not listed in the table above.
A reconciliation of the beginning and ending balances of assets measured at fair value on a recurring basis using Level 3 inputs is as follows:
 
 
Three Months Ended
 
Nine Months Ended
(in millions)
 
Debt
Securities
 
Equity
Securities
 
Total
 
Debt
Securities
 
Equity
Securities
 
Total
September 30, 2012
 
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of period
 
$
7

 
$
228

 
$
235

 
$
208

 
$
209

 
$
417

Purchases
 

 
2

 
2

 

 
53

 
53

Sales
 

 
(11
)
 
(11
)
 

 
(20
)
 
(20
)
Settlements
 
(1
)
 

 
(1
)
 
(1
)
 

 
(1
)
Net unrealized losses in accumulated other comprehensive income
 

 
(9
)
 
(9
)
 

 
(12
)
 
(12
)
Net realized gains in investment and other income
 

 
8

 
8

 

 
9

 
9

Transfers to held-to-maturity
 

 

 

 
(201
)
 
(21
)
 
(222
)
Balance at end of period
 
$
6

 
$
218

 
$
224

 
$
6

 
$
218

 
$
224

 
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2011
 
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of period
 
$
140

 
$
222

 
$
362

 
$
141

 
$
208

 
$
349

Purchases
 
6

 

 
6

 
15

 
31

 
46

Sales
 

 
(2
)
 
(2
)
 

 
(16
)
 
(16
)
Settlements
 
(7
)
 
(6
)
 
(13
)
 
(17
)
 
(6
)
 
(23
)
Net unrealized losses in accumulated other comprehensive income
 

 

 

 

 
(3
)
 
(3
)
Net realized losses in investment and other income
 

 
(5
)
 
(5
)
 

 
(5
)
 
(5
)
Balance at end of period
 
$
139

 
$
209

 
$
348

 
$
139

 
$
209


$
348


12

Table of Contents


The following table presents quantitative information regarding unobservable inputs that were significant to the valuation of assets measured at fair value on a recurring basis using Level 3 inputs:
 
 
 
 
 
 
 
 
Range
(in millions)
 
Fair Value
 
Valuation Technique
 
Unobservable Input
 
Low
 
High
September 30, 2012
 
 
 
 
 
 
 
 
 
 
Equity securities - available-for-sale
 
 
 
 
 
 
 
 
 
 
Venture capital portfolios
 
$
194

 
Market approach - comparable companies
 
Revenue multiple
 
1.0
 
10.0
 
 
 
 
 
 
EBITDA multiple
 
8.0
 
10.0
 
 
24

 
Market approach - recent transactions
 
Inactive market transactions
 
N/A
 
N/A
Total equity securities
     available-for-sale
 
$
218

 
 
 
 
 
 
 
 
Also included in the Company's assets measured at fair value on a recurring basis using Level 3 inputs were $6 million of available-for-sale debt securities at September 30, 2012, which were not significant.
The Company provides health insurance products and services to members of AARP under a Supplemental Health Insurance Program (the AARP Program). The Company elected to measure the entirety of the AARP Assets Under Management at fair value pursuant to the fair value option. See Note 2 of Notes to the Consolidated Financial Statements in the Company’s 2011 10-K for further detail on AARP. The following table presents fair value information about the AARP Program-related financial assets and liabilities:
(in millions)
 
Quoted Prices
in Active
Markets
(Level 1)
 
Other
Observable
Inputs
(Level 2)
 
Unobservable
Inputs
(Level 3)
 
Total
Fair
Value
September 30, 2012
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
161

 
$

 
$

 
$
161

Debt securities:
 
 
 
 
 
 
 
 
U.S. government and agency obligations
 
545

 
249

 

 
794

State and municipal obligations
 

 
49

 

 
49

Corporate obligations
 

 
1,130

 

 
1,130

U.S. agency mortgage-backed securities
 

 
450

 

 
450

Non-U.S. agency mortgage-backed securities
 

 
150

 

 
150

Total debt securities
 
545

 
2,028

 

 
2,573

Equity securities - available-for-sale
 

 
3

 

 
3

Total assets at fair value
 
$
706

 
$
2,031

 
$

 
$
2,737

Other liabilities
 
$
26

 
$
68

 
$

 
$
94

Total liabilities at fair value
 
$
26

 
$
68

 
$

 
$
94

December 31, 2011
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
257

 
$
10

 
$

 
$
267

Debt securities:
 
 
 
 
 
 
 
 
U.S. government and agency obligations
 
566

 
214

 

 
780

State and municipal obligations
 

 
25

 

 
25

Corporate obligations
 

 
1,048

 

 
1,048

U.S. agency mortgage-backed securities
 

 
436

 

 
436

Non-U.S. agency mortgage-backed securities
 

 
150

 

 
150

Total debt securities
 
566

 
1,873

 

 
2,439

Equity securities - available-for-sale
 

 
2

 

 
2

Total assets at fair value
 
$
823

 
$
1,885

 
$

 
$
2,708

Other liabilities
 
$
27

 
$
49

 
$

 
$
76

Total liabilities at fair value
 
$
27

 
$
49

 
$

 
$
76


13

Table of Contents


4.
Medicare Part D Pharmacy Benefits
The Condensed Consolidated Balance Sheets include the following amounts associated with the Medicare Part D program:
 
 
September 30, 2012
 
December 31, 2011
(in millions)
 
Subsidies
 
Drug Discounts
 
Risk-Share
 
Subsidies
 
Drug Discounts
 
Risk-Share
Other current receivables
 
$

 
$
371

 
$

 
$

 
$
509

 
$

Other policy liabilities
 
85

 
487

 
259

 
70

 
649

 
170

The Catastrophic Reinsurance and Low-Income Member Cost Sharing Subsidies (Subsidies) and drug discounts represent cost reimbursements under the Medicare Part D program. The Company is fully reimbursed by the Centers for Medicare and Medicaid Services (CMS) for costs incurred for these contract elements and, accordingly, there is no insurance risk to the Company. Amounts received for these contract elements are not reflected as premium revenues, but rather are accounted for as a reduction of receivables and/or increase in deposit liabilities. CMS provides prospective payments, which the Company records as liabilities when received. The drug discounts are ultimately funded by the pharmaceutical manufacturers. The Company bills them for claims under the program and records those bills as receivables. Related cash flows are presented as customer funds administered within financing activities in the Condensed Consolidated Statements of Cash Flows.
Premiums from CMS are subject to risk-sharing provisions based on a comparison of the Company’s annual bid estimates of prescription drug costs and the actual costs incurred. Variances may result in CMS making additional payments to the Company or require the Company to remit funds to CMS subsequent to the end of the year. The Company records risk-share adjustments to premium revenue and other current receivables or other policy liabilities in the Condensed Consolidated Balance Sheets.
5.
Medical Costs and Medical Costs Payable
The following table provides details of the Company's favorable medical reserve development:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(in millions)
 
2012
 
2011
 
2012
 
2011
Related to Prior Years
 
$
170

 
$
90

 
$
790

 
$
650

Related to Current Year
 
220

 
110

 
N/A

 
N/A

The favorable development for both the three and nine months ended September 30, 2012 and September 30, 2011 was driven by lower than expected health system utilization levels and increased efficiency in claims handling and processing.


14

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6.
Commercial Paper and Long-Term Debt
Commercial paper and long-term debt consisted of the following:
 
 
September 30, 2012
 
December 31, 2011
(in millions)
 
Par
Value
 
Carrying
Value
 
Fair
Value
 
Par
Value
 
Carrying
Value
 
Fair
Value
Commercial Paper
 
$
540

 
$
540

 
$
540

 
$

 
$

 
$

5.500% senior unsecured notes due November 2012
 
352

 
354

 
354

 
352

 
363

 
366

4.875% senior unsecured notes due February 2013
 
534

 
536

 
542

 
534

 
540

 
556

4.875% senior unsecured notes due April 2013
 
409

 
413

 
417

 
409

 
421

 
427

4.750% senior unsecured notes due February 2014
 
172

 
180

 
181

 
172

 
184

 
185

5.000% senior unsecured notes due August 2014
 
389

 
414

 
419

 
389

 
423

 
424

4.875% senior unsecured notes due March 2015
 
416

 
449

 
457

 
416

 
458

 
460

5.375% senior unsecured notes due March 2016
 
601

 
664

 
688

 
601

 
678

 
689

1.875% senior unsecured notes due November 2016
 
400

 
397

 
413

 
400

 
397

 
400

5.360% senior unsecured notes due November 2016
 
95

 
95

 
111

 
95

 
95

 
110

6.000% senior unsecured notes due June 2017
 
441

 
492

 
537

 
441

 
499

 
518

6.000% senior unsecured notes due November 2017
 
156

 
171

 
194

 
156

 
173

 
183

6.000% senior unsecured notes due February 2018
 
1,100

 
1,120

 
1,351

 
1,100

 
1,123

 
1,308

3.875% senior unsecured notes due October 2020
 
450

 
442

 
495

 
450

 
442

 
478

4.700% senior unsecured notes due February 2021
 
400

 
418

 
466

 
400

 
419

 
450

3.375% senior unsecured notes due November 2021
 
500

 
515

 
533

 
500

 
497

 
517

2.875% senior unsecured notes due March 2022
 
1,100

 
996

 
1,121

 

 

 

Zero coupon senior unsecured notes due November 2022
 
15

 
9

 
11

 
1,095

 
619

 
696

5.800% senior unsecured notes due March 2036
 
850

 
844

 
1,028

 
850

 
844

 
1,017

6.500% senior unsecured notes due June 2037
 
500

 
495

 
658

 
500

 
495

 
636

6.625% senior unsecured notes due November 2037
 
650

 
645

 
873

 
650

 
645

 
834

6.875% senior unsecured notes due February 2038
 
1,100

 
1,084

 
1,527

 
1,100

 
1,084

 
1,475

5.700% senior unsecured notes due October 2040
 
300

 
298

 
364

 
300

 
298

 
359

5.950% senior unsecured notes due February 2041
 
350

 
348

 
448

 
350

 
348

 
430

4.625% senior unsecured notes due November 2041
 
600

 
593

 
648

 
600

 
593

 
631

4.375% senior unsecured notes due March 2042
 
502

 
486

 
536

 

 

 

Total commercial paper and long-term debt
 
$
12,922

 
$
12,998

 
$
14,912

 
$
11,860

 
$
11,638

 
$
13,149

Long-Term Debt
In October 2012, the Company issued $2.5 billion in senior unsecured notes, which included: $625 million of 0.850% fixed-rate notes due October 2015, $625 million of 1.400% fixed-rate notes due October 2017, $625 million of 2.750% fixed-rate notes due February 2023 and $625 million of 3.950% fixed-rate notes due October 2042. The proceeds of the debt issuance were used primarily to fund a recent acquisition. For more detail on the acquisition see Note 9 of the Notes to the Condensed Consolidated Financial Statements.
In August 2012, the Company completed an exchange of $1,080 million of its zero coupon senior unsecured notes due November of 2022 for $500 million additional issuance of its 2.875% notes due in March 2022 and $102 million additional issuance of its 4.375% notes due March 2042, as well as $138 million in cash.  Reflecting lower market rates, the additional note issuance was at a premium to the existing notes to yield 2.568% on the new 10-year notes, and 3.881% on the new 30-year notes.  The transaction was undertaken to increase financial flexibility and reduce interest expense.

15

Table of Contents


Commercial Paper and Bank Credit Facility
Commercial paper consists of short-duration, senior unsecured debt privately placed on a discount basis through broker-dealers. As of September 30, 2012, the Company's outstanding commercial paper had a weighted-average annual interest rate of 0.4%.
The Company has a $3.0 billion five-year revolving bank credit facility with 21 banks, which will mature in December 2016. This facility supports the Company’s commercial paper program and is available for general corporate purposes. There were no amounts outstanding under this facility as of September 30, 2012 or December 31, 2011. The interest rate on borrowings is variable based on term and amount and is calculated based on the London Interbank Offered Rate (LIBOR) plus a credit spread based on the Company’s senior unsecured credit ratings. As of September 30, 2012, the annual interest rate on this facility, had it been drawn, would have ranged from 1.0% to 1.4%.
Debt Covenants
The Company’s bank credit facility contains various covenants including requiring the Company to maintain a debt to debt-plus-equity ratio below 50%. The Company was in compliance with its debt covenants as of September 30, 2012.
Interest Rate Swap Contracts
In March 2012, the Company entered into interest rate swap contracts to convert a portion of its interest rate exposure from fixed rates to floating rates to more closely align interest expense with interest income received on its cash equivalent and variable rate investment balances. The floating rates are benchmarked to LIBOR. The swaps are designated as fair value hedges on the Company's fixed-rate debt issue maturing November 2021 and have a notional amount of $500 million. Since the critical terms of the swaps match those of the debt being hedged, they are assumed to be highly effective hedges and all changes in fair value of the swaps are recorded as an adjustment to the carrying value of the related debt with no net impact recorded in the Condensed Consolidated Statements of Operations. As of September 30, 2012, the fair value of the interest rate swap asset was $17 million, which was recorded in other long-term assets in the Company's Condensed Consolidated Balance Sheets.
7.
Shareholders' Equity
Share Repurchase Program
Under its Board of Directors’ authorization, the Company maintains a share repurchase program. The objectives of the share repurchase program are to optimize the Company’s capital structure and cost of capital, thereby improving returns to shareholders, as well as to offset the dilutive impact of share-based awards. Repurchases may be made from time to time in open market purchases or other types of transactions (including prepaid or structured share repurchase programs), subject to certain Board restrictions. In June 2012, the Board renewed and expanded the Company’s share repurchase program with an authorization to repurchase up to 110 million shares of its common stock. During the nine months ended September 30, 2012, the Company repurchased 48 million shares at an average price of $54.49 per share and an aggregate cost of $2.6 billion. As of September 30, 2012, the Company had Board authorization to purchase up to an additional 94 million shares of its common stock.
Dividends
In June 2012, the Company’s Board of Directors increased the Company’s cash dividend to shareholders to an annual dividend rate of $0.85 per share, paid quarterly. Since May 2011, the Company had paid an annual dividend of $0.65 per share, paid quarterly. Declaration and payment of future quarterly dividends is at the discretion of the Board and may be adjusted as business needs or market conditions change.
The following table provides details of the Company’s 2012 dividend payments:
Payment Date
 
Amount per Share
 
Total Amount Paid
 
 
 
 
(in millions)
3/19/2012
 
$
0.1625

 
$
168

6/22/2012
 
0.2125

 
218

9/21/2012
 
0.2125

 
217

 
8.
Share-Based Compensation
As of September 30, 2012, the Company had 45 million shares available for future grants of share-based awards under its share-based compensation plan, including, but not limited to, incentive or non-qualified stock options, stock appreciation rights

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(SARs) and up to 17 million of awards in restricted stock and restricted stock units (restricted shares). The Company’s outstanding share-based awards consist mainly of non-qualified stock options, SARs and restricted shares.
Stock Options and SARs
Stock options and SARs vest ratably over four to six years and may be exercised up to 10 years from the date of grant. Compensation expense related to stock options and SARs is based on the fair value at date of grant. Stock option and SAR activity for the nine months ended September 30, 2012 is summarized in the table below:
 
Shares
 
Weighted-
Average
Exercise
Price
 
Weighted-
Average
Remaining
Contractual Life
 
Aggregate
Intrinsic Value
 
(in millions)
 
 
 
(in years)
 
(in millions)
Outstanding at beginning of period
91

 
$
42

 
 
 
 
Granted
1

 
55

 
 
 
 
Exercised
(23
)
 
37

 
 
 
 
Forfeited
(1
)
 
42

 
 
 
 
Outstanding at end of period
68

 
44

 
4.0

 
$
809

Exercisable at end of period
59

 
45

 
3.7

 
627

Vested and expected to vest end of period
67

 
44

 
4.0

 
804

Restricted Shares
Restricted shares vest ratably, primarily over three to four years. Compensation expense related to restricted shares is based on the share price on date of grant. Restricted share activity for the nine months ended September 30, 2012 is summarized in the table below:
(shares in millions)
 
Shares
 
Weighted-Average
Grant Date
Fair Value
per Share
Nonvested at beginning of period
 
17

 
$
36

Granted
 
7

 
52

Vested
 
(7
)
 
34

Forfeited
 
(1
)
 
43

Nonvested at end of period
 
16

 
43

Other Share-Based Compensation Data
(in millions, except per share amounts)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2012
 
2011
 
2012
 
2011
Stock Options and SARs
 
 
 
 
 
 
 
 
Weighted-average grant date fair value of shares granted, per share
 
$
16

 
$
16

 
$
18

 
$
15

Total intrinsic value of stock options and SARs exercised
 
44

 
42

 
442

 
216

Restricted Shares
 
 
 
 
 
 
 
 
Weighted-average grant date fair value of shares granted, per share
 
51

 
41

 
52

 
42

Total fair value of restricted shares vested
 
5

 
2

 
357

 
110

Share-Based Compensation Items
 
 
 
 
 
 
 
 
Share-based compensation expense, before tax
 
87

 
98

 
329

 
316

Share-based compensation expense, net of tax effects
 
70

 
44

 
230

 
198

Income tax benefit realized from share-based award exercises
 
14

 
19

 
288

 
135


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(in millions, except years)
 
September 30, 2012
Unrecognized compensation expense related to share awards
 
$
372

Weighted-average years to recognize compensation expense
 
1.0

Share-Based Compensation Recognition and Estimates
The Company recognizes compensation expense for share-based awards, including stock options, SARs and restricted shares, on a straight-line basis over the related service period (generally the vesting period) of the award, or to an employee’s eligible retirement date under the award agreement, if earlier. Share-based compensation expense is recognized in operating costs in the Company’s Condensed Consolidated Statements of Operations.
To determine compensation expense related to the Company’s stock options and SARs, the fair value of each award is estimated on the date of grant using a binomial option-pricing model. The principal assumptions the Company used in applying the option-pricing model were as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2012
 
2011
 
2012
 
2011
Risk free interest rate
0.7%
 
1.2%
 
0.7% - 0.9%
 
1.2% - 2.3%
Expected volatility
44.0%
 
44.6%
 
43.4% - 44.0%
 
44.3% - 44.6%
Expected dividend yield
1.7%
 
1.4%
 
1.2% - 1.7%
 
1.0% - 1.4%
Forfeiture rate
5.0%
 
5.0%
 
5.0%
 
5.0%
Expected life in years
5.3
 
4.9
 
5.3 - 5.6
 
4.9
Risk-free interest rates are based on U.S. Treasury yields in effect at the time of grant. Expected volatilities are based on the historical volatility of the Company’s common stock and the implied volatility from exchange-traded options on the Company’s common stock. Expected dividend yields are based on the per share dividend declared by the Company's Board of Directors. The Company uses historical data to estimate option and SAR exercises and forfeitures within the valuation model. The expected lives of options and SARs granted represents the period of time that the awards granted are expected to be outstanding based on historical exercise patterns.
9.
Commitments and Contingencies
In October 2012, the Company purchased approximately 60 percent of the outstanding equity of Amil Participações S.A. (Amil) from controlling shareholders, including Amil's CEO, and management. Amil is a health care company located in Brazil, providing health and dental benefits, hospital and clinical services, and advanced care management resources to more than 5 million people. Additionally, in the first half of 2013, the Company is expected to complete a tender offer to purchase approximately 30 percent of the outstanding shares from public shareholders. The Company has issued debt to fund the first 60 percent of the purchase; see Note 6 of Notes to the Condensed Consolidated Financial Statements for detail on the related October 2012 debt issuance. The Company intends to acquire a total of 90 percent of the 359 million outstanding common shares of Amil for 30.75 Brazilian Real (BRL) in cash and, in conjunction with this transaction, the Company expects to generate significant Brazilian tax deductible goodwill. Amil's CEO has also committed to purchase approximately 8.4 million UnitedHealth Group common shares.

Legal Matters
Because of the nature of its businesses, the Company is frequently made party to a variety of legal actions and regulatory inquiries, including class actions and suits brought by members, care providers, customers and regulators, relating to the Company’s management and administration of health benefit plans. These matters include medical malpractice, employment, intellectual property, antitrust, privacy and contract claims, and claims related to health care benefits coverage and other business practices.
The Company records liabilities for its estimates of probable costs resulting from these matters where appropriate. Estimates of probable costs resulting from legal and regulatory matters involving the Company are inherently difficult to predict, particularly where the matters: involve indeterminate claims for monetary damages or may involve fines, penalties or punitive damages; present novel legal theories or represent a shift in regulatory policy; involve a large number of claimants or regulatory bodies; are in the early stages of the proceedings; or could result in a change in business practices. Accordingly, the Company is often unable to estimate the losses or ranges of losses for those matters where there is a reasonable possibility or it is probable that a loss may be incurred.

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Litigation Matters
Out-of-Network Reimbursement Litigation. In 2000, a group of plaintiffs including the American Medical Association filed a lawsuit against the Company asserting a variety of claims challenging the Company's determination of reimbursement amounts for non-network health care services based on the Company's use of a database previously maintained by Ingenix, Inc. (now known as OptumInsight). The parties entered into a settlement agreement in 2009 and this class action lawsuit, along with a related industry-wide investigation by the New York Attorney General, is now resolved. The Company remains involved in a number of other lawsuits challenging the determination of out-of-network reimbursement amounts based on use of the same database, including putative class actions and multidistrict litigation brought on behalf of members of Aetna and WellPoint. These suits allege, among other things, that the database licensed to these companies by Ingenix was flawed and that Ingenix conspired with these companies to underpay their members' claims and seek unspecified damages and treble damages, injunctive and declaratory relief, interest, costs and attorneys' fees. The Company is vigorously defending these suits. In January 2012, the Company was dismissed as a party from a similar lawsuit involving Cigna and its members, and in September 2012, claims against the Company in a similar suit involving WellPoint members were dismissed by the court with leave to amend the complaint. The Company cannot reasonably estimate the range of loss, if any, that may result from these matters due to the procedural status of the cases, dispositive motions that remain pending, the absence of class certification in any of the cases, the lack of a formal demand on the Company by the plaintiffs, and the involvement of other insurance companies as defendants.
California Claims Processing Matter. On January 25, 2008, the California Department of Insurance (CDI) issued an Order to Show Cause to PacifiCare Life and Health Insurance Company, a subsidiary of the Company, alleging violations of certain insurance statutes and regulations related to an alleged failure to include certain language in standard claims correspondence, timeliness and accuracy of claims processing, interest payments, care provider contract implementation, care provider dispute resolution and other related matters. The matter has been the subject of an administrative hearing before a California administrative law judge since December 2009. Although we believe that CDI has never issued a penalty in excess of $8 million, CDI is seeking a penalty of approximately $325 million in this matter. The Company is vigorously defending against the claims in this matter and believes that the penalty requested by CDI is excessive and without merit. After the administrative law judge issues a ruling at the conclusion of the administrative proceeding, expected no earlier than November 2012, the California Insurance Commissioner may accept, reject or modify the administrative law judge's ruling, issue his own decision, and impose a fine or penalty. The Commissioner's decision is subject to challenge in court. The Company cannot reasonably estimate the range of loss, if any, that may result from this matter given the procedural status of the dispute, the novel legal issues presented (including the legal basis for the majority of the alleged violations), the inherent difficulty in predicting regulatory fines and penalties, and the various remedies and levels of judicial review available to the Company in the event a fine or penalty is assessed.
Government Regulation
The Company’s business is regulated at federal, state, local and international levels. The laws and rules governing the Company’s business and interpretations of those laws and rules are subject to frequent change. Broad latitude is given to the agencies administering those regulations. Further, the Company must obtain and maintain regulatory approvals to market and sell many of its products.
The Company has been and is currently involved in various governmental investigations, audits and reviews. These include routine, regular and special investigations, audits and reviews by CMS, state insurance and health and welfare departments, state attorneys general, the Office of Inspector General (OIG), the Office of Personnel Management, the Office of Civil Rights, the Federal Trade Commission, U.S. Congressional committees, the U.S. Department of Justice, U.S. Attorneys, the SEC, the Internal Revenue Service (IRS), the U.S. Department of Labor (DOL), the Federal Deposit Insurance Corporation and other governmental authorities.
Government actions can result in assessment of damages, civil or criminal fines or penalties, or other sanctions, including loss of licensure or exclusion from participation in government programs and could have a material effect on the Company’s results of operations, financial position and cash flows.
Risk Adjustment Data Validation Audits. CMS adjusts capitation payments to Medicare Advantage plans and Medicare Part D plans according to the predicted health status of each beneficiary as supported by data from care providers. The Company collects claim and encounter data from care providers, who the Company generally relies on to appropriately code their claim submissions and document their medical records. CMS then determines the risk score and payment amount for each enrolled member based on the health care data submitted and member demographic information.

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In February 2012, CMS announced a final RADV audit and payment adjustment methodology and that it will conduct RADV audits beginning with the 2011 payment year. These audits involve a review of medical records maintained by care providers and may result in retrospective adjustments to payments made to health plans. CMS has not communicated how the final payment adjustment under its methodology will be implemented, nor has the Company been notified of specific health plans that will be selected for audit. Accordingly, the Company cannot reasonably estimate the range of loss, if any, that may result from future RADV audits.
10.
Segment Financial Information
Factors used to determine the Company’s reportable segments include the nature of operating activities, economic characteristics, existence of separate senior management teams and the type of information presented to the Company’s chief operating decision maker to evaluate its results of operations. Reportable segments with similar economic characteristics are combined.
The following is a description of the types of products and services from which each of the Company's four reportable segments derives its revenues:

UnitedHealthcare includes the combined results of operations of UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement and UnitedHealthcare Community & State because they have similar economic characteristics, products and services, customers, distribution methods and operational processes and operate in a similar regulatory environment. These businesses also share significant common assets, including a contracted network of physicians, health care professionals, hospitals and other facilities, information technology infrastructure and other resources. UnitedHealthcare Employer & Individual offers an array of consumer-oriented health benefit plans and services for large national employers, public sector employers, mid-sized employers, small businesses and individuals nationwide and internationally. UnitedHealthcare Medicare & Retirement provides health and well-being services to individuals age 50 and older, addressing their unique needs for preventive and acute health care services as well as services dealing with chronic disease and other specialized issues for older individuals. UnitedHealthcare Community & State provides health plans and care programs to beneficiaries of acute and long-term care Medicaid plans, the Children's Health Insurance Program (CHIP), Special Needs Plans and other federal and state health care programs.
OptumHealth serves the physical, emotional and financial needs of individuals, enabling consumer health management and integrated care delivery through programs offered by employers, payers, government entities and directly with the care delivery system. OptumHealth offers personalized health management services, decision support services, access to networks of care provider specialists, well-being solutions, behavioral health management solutions, financial services and clinical services.
OptumInsight is a health information, technology, services and consulting company providing software and information products, advisory consulting services, and business process outsourcing to participants in the health care industry. Hospitals, physicians, commercial health plans, government agencies, life sciences companies and other organizations within the health care system work with OptumInsight to reduce costs, meet compliance mandates, improve clinical performance and adapt to the changing health system landscape.
OptumRx offers a multitude of pharmacy benefit management services and programs including claims processing, retail network contracting, rebate contracting and management, clinical programs, such as step therapy, formulary management and disease/drug therapy management programs to achieve a low-cost, high-quality pharmacy benefit. OptumRx also provides patient support programs and dispensing of prescribed medications, including specialty medications, through its mail order pharmacies.
Transactions between reportable segments principally consist of sales of pharmacy benefit products and services to UnitedHealthcare customers by OptumRx, certain product offerings and clinical services sold to UnitedHealthcare by OptumHealth, and health information and technology solutions, consulting and other services sold to UnitedHealthcare by OptumInsight. These transactions are recorded at management’s estimate of fair value. Intersegment transactions are eliminated in consolidation.
Goodwill at the UnitedHealthcare reportable segment increased over the first nine months of 2012 by $2.2 billion to $20.2 billion as of September 30, 2012, as a result of 2012 acquisitions.

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Corporate and intersegment elimination amounts are presented to reconcile the reportable segment results to the consolidated results. The following table presents the reportable segment financial information:
 
 
 
 
Optum
 
 
 
 
(in millions)
 
UnitedHealthcare
 
OptumHealth
 
OptumInsight
 
OptumRx
 
Total Optum
 
Corporate and
Intersegment
Eliminations
 
Consolidated
Three Months Ended September 30, 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues - external customers:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Premiums
 
$
24,197

 
$
443

 
$

 
$

 
$
443

 
$

 
$
24,640

Services
 
1,196

 
176

 
431

 
21

 
628

 

 
1,824

Products
 

 
4

 
21

 
668

 
693

 

 
693

Total revenues - external customers
 
25,393

 
623

 
452

 
689

 
1,764

 

 
27,157

Total revenues - intersegment
 

 
1,405

 
266

 
3,765

 
5,436

 
(5,436
)
 

Investment and other income
 
119

 
26

 

 

 
26

 

 
145

Total revenues
 
$
25,512

 
$
2,054

 
$
718

 
$
4,454

 
$
7,226

 
$
(5,436
)
 
$
27,302

Earnings from operations
 
$
2,202

 
$
168

 
$
126

 
$
114

 
$
408

 
$

 
$
2,610

Interest expense
 

 

 

 

 

 
(158
)
 
(158
)
Earnings before income taxes
 
$
2,202

 
$
168

 
$
126

 
$
114

 
$
408

 
$
(158
)
 
$
2,452

Three months ended September 30, 2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues - external customers:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Premiums
 
$
22,441

 
$
365

 
$

 
$

 
$
365

 
$

 
$
22,806

Services
 
1,058

 
197

 
363

 
19

 
579

 

 
1,637

Products
 

 
5

 
24

 
638

 
667

 

 
667

Total revenues - external customers
 
23,499

 
567

 
387

 
657

 
1,611

 

 
25,110

Total revenues - intersegment
 

 
1,131

 
237

 
4,217

 
5,585

 
(5,585
)
 

Investment and other income
 
144

 
25

 
1

 

 
26

 

 
170

Total revenues
 
$
23,643

 
$
1,723

 
$
625

 
$
4,874

 
$
7,222

 
$
(5,585
)
 
$
25,280

Earnings from operations
 
$
1,750

 
$
115

 
$
91

 
$
114

 
$
320

 
$

 
$
2,070

Interest expense
 

 

 

 

 

 
(129
)
 
(129
)
Earnings before income taxes
 
$
1,750

 
$
115

 
$
91

 
$
114

 
$
320

 
$
(129
)
 
$
1,941


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Optum
 
 
 
 
(in millions)
 
UnitedHealthcare
 
OptumHealth
 
OptumInsight
 
OptumRx
 
Total Optum
 
Corporate and
Intersegment
Eliminations
 
Consolidated
Nine Months Ended September 30, 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues - external customers:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Premiums
 
$
72,592

 
$
1,288

 
$

 
$

 
$
1,288

 
$

 
$
73,880

Services
 
3,558

 
565

 
1,231

 
61

 
1,857

 

 
5,415

Products
 

 
17

 
48

 
1,994

 
2,059

 

 
2,059

Total revenues - external customers
 
76,150

 
1,870

 
1,279

 
2,055

 
5,204

 

 
81,354

Total revenues - intersegment
 

 
4,064

 
781

 
11,725

 
16,570

 
(16,570
)
 

Investment and other income
 
411

 
84

 

 

 
84

 

 
495

Total revenues
 
$
76,561

 
$
6,018

 
$
2,060

 
$
13,780

 
$
21,858

 
$
(16,570
)
 
$
81,849

Earnings from operations
 
$
6,173

 
$
383

 
$
310

 
$
287

 
$
980

 
$

 
$
7,153

Interest expense
 

 

 

 

 

 
(459
)
 
(459
)
Earnings before income taxes
 
$
6,173

 
$
383

 
$
310

 
$
287

 
$
980

 
$
(459
)
 
$
6,694

Nine months ended September 30, 2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues - external customers:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Premiums
 
$
67,535

 
$
1,087

 
$

 
$

 
$
1,087

 
$

 
$
68,622

Services
 
3,194

 
421

 
1,220

 
56

 
1,697

 

 
4,891

Products
 

 
17

 
51

 
1,853

 
1,921

 

 
1,921

Total revenues - external customers
 
70,729

 
1,525

 
1,271

 
1,909

 
4,705

 

 
75,434

Total revenues - intersegment
 

 
3,305

 
682

 
12,285

 
16,272

 
(16,272
)
 

Investment and other income
 
441

 
70

 
1

 

 
71

 

 
512

Total revenues
 
$
71,170

 
$
4,900

 
$
1,954

 
$
14,194

 
$
21,048

 
$
(16,272
)
 
$
75,946

Earnings from operations
 
$
5,408

 
$
359

 
$
261

 
$
362

 
$
982

 
$

 
$
6,390

Interest expense
 

 

 

 

 

 
(366
)
 
(366
)
Earnings before income taxes
 
$
5,408

 
$
359

 
$
261

 
$
362

 
$
982

 
$
(366
)
 
$
6,024



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ITEM  2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read together with the accompanying Condensed Consolidated Financial Statements and Notes. References to the terms “UnitedHealth Group,” “we,” “our” or “us” used throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations refer to UnitedHealth Group Incorporated and its subsidiaries.
EXECUTIVE OVERVIEW
General
UnitedHealth Group is a diversified health and well-being company dedicated to helping people live healthier lives and making health care work better. We offer a broad spectrum of products and services through two distinct platforms: UnitedHealthcare, which provides health care coverage and benefits services; and Optum, which provides information and technology-enabled health services.
Business Trends
Our businesses participate in the U.S. health economy, which comprises approximately 18% of U.S. gross domestic product and has grown consistently for many years. We expect overall spending on health care in the U.S. to continue to grow in the future, due to inflation, medical technology and pharmaceutical advancement, regulatory requirements, demographic trends in the U.S. population and national interest in health and well-being. The rate of market growth may be affected by a variety of factors, including macro-economic conditions and enacted health care reforms, which could also impact our results of operations.
Consistent with historical periods, we expect increasing unit costs to continue to be the primary cost driver of medical cost trends. Utilization trends declined significantly in 2010 and remained low into 2011. Utilization trends began to rise somewhat in late 2011 and early 2012, with their rate of increase moderating in the second and third quarter. The weak economic environment, combined with our medical cost management, has had a favorable impact on utilization trends. We have experienced and expect to continue to experience an increase in prescription drug costs compared to 2011. We believe our alignment of progressive benefit designs, consumer engagement, clinical management, pay-for-performance reimbursement programs for care providers and network performance is favorably controlling medical and pharmacy costs, enhancing affordability and quality for our customers and members and helping to drive strong market response and growth.
Care providers are facing market pressures to change from fee-for-service models to new delivery models focused on the holistic health of the consumer, integrated care across care providers and pay-for-performance payment structures. This is creating the need for health management services that can coordinate care around the primary care physician and for investment in new clinical and administrative information and management systems. We expect that the portion of our costs that is tied to incentive contracts that reward care providers for outcome-based results and improved cost efficiencies will continue to increase, and we expect these trends to provide growth opportunities for our Optum business platform.
We seek to price our products consistent with anticipated underlying medical trends, while balancing growth, margins, competitive dynamics, cost increases for the industry fees and tax provisions of Health Reform Legislation and premium rebates at the local market level. We work to sustain a stable medical care ratio for an equivalent mix of business. Changes in business mix and Health Reform Legislation, may impact our premiums, medical costs and medical care ratio. Further, we continue to expect premium rates to be under pressure through continued market competition in commercial products and government payment rates. In the commercial market segment, we expect pricing to continue to be highly competitive into 2013. We plan to hold to our pricing disciplines and, considering the competitive environment and persistently weak employment and new business formation rates, we expect continued pressure on our commercial risk-based product membership and gross margin percentages in 2013. In government programs, we are also seeing rate pressures intensifying, and rate changes for some Medicaid programs are slightly negative. Unlike in prior years, the current Medicaid reductions have generally not been mitigated by corresponding benefit reductions or care provider fee schedule reductions by the state sponsor. We continue to take a prudent, market-sustainable posture for both new bids and maintenance of existing Medicaid contracts. Medicare funding is similarly pressured, see further discussion below in “Regulatory Trends and Uncertainties.” We expect these factors to result in pressure on gross margin percentages for Medicare and Medicaid programs in 2013.
The government, as a benefit sponsor, has been increasingly relying on private sector solutions. We expect this trend to continue as we believe the private sector provides a more flexible, better managed, higher quality health care experience than do traditional passive indemnity programs.

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Regulatory Trends and Uncertainties
In the first quarter of 2010, the Health Reform Legislation was signed into law. The Health Reform Legislation expands access to coverage and modifies aspects of the commercial insurance market, the Medicaid and Medicare programs, CHIP and other aspects of the health care system. Although the HHS, DOL, IRS and the Treasury Department have issued or proposed regulations on a number of aspects of the Health Reform Legislation, final rules and interim guidance on other key aspects of the Health Reform Legislation, all of which have a variety of effective dates, remain pending.
Following is a summary of management's view of the trends and uncertainties related to some of the key provisions of the Health Reform Legislation and other regulatory items.
Medical Loss Ratio and Premium Rebates - Effective in 2011, commercial health plans with medical loss ratios on fully insured products that fall below certain targets are required to rebate ratable portions of their premiums annually.
In response to the Health Reform Legislation, minimum medical loss ratios and premium rebates are considered in the pricing of our products. We have also made changes to reduce our product distribution costs, including reducing producer commissions, and are continuing to implement changes to distribution in the large group insured market segment. Our results in 2012 and 2011 include the effects of our estimates of the premium rebates. The 2011 rebate was paid in the third quarter of 2012.
In addition, beginning in 2014, Medicare Advantage plans will be required to have a minimum medical loss ratio of 85%. CMS has not yet issued guidance as to how this requirement will be calculated for Medicare Advantage plans.
Commercial Rate Increase Review - The Health Reform Legislation also requires HHS to maintain an annual review of “unreasonable” increases in premium rates for commercial health plans. HHS established a review threshold of annual premium rate increases generally at or above 10% (with state-specific thresholds applying from September 2012) and clarified that HHS review will not supersede existing state review and approval procedures. Premium rate review legislation (ranging from new or enhanced rate filing requirements to prior approval requirements) has been introduced or passed in more than half of the states as of the date of this report.
The competitive forces common in our markets do not support unjustifiable rate increases. We have experienced and expect to continue to experience a tight, competitive commercial pricing environment. Further, our rates and rate filings are developed using methods consistent with the standards of actuarial practices. We anticipate requesting rate increases above 10% in a number of markets due to the combination of medical cost trends and the incremental costs of health care reform. We have begun to experience greater regulatory challenges to appropriate premium rate increases in several states, including California, New York, Rhode Island and Colorado. Depending on the level of scrutiny by the states, there is a broad range of potential business impacts. For example, it may become more difficult to price our commercial risk business consistent with expected underlying cost trends, leading to the risk of operating margin compression in the commercial health benefits business.
Medicare Advantage Rates - Beginning in 2012, additional cuts to Medicare Advantage benchmarks from 2011 have taken effect (benchmarks will ultimately range from 95% of Medicare fee-for-service rates in high cost areas to 115% in low cost areas), with changes being phased-in over two to six years, depending on the level of benchmark reduction in a county. Additionally, Congress passed the Budget Control Act of 2011, which following a failure of the Joint Select Committee on Deficit Reduction to cut the federal deficit by $1.2 trillion, triggers automatic across-the-board budget cuts (sequestration), including Medicare spending cuts averaging 2% of total program costs for nine years, starting in 2013. Total Medicare spending cuts industry-wide for 2013 would be approximately 2.7%, or $11 billion.
A significant portion of our network contracts are tied to Medicare reimbursement levels. However, future Medicare Advantage rates may be outpaced by underlying medical cost trends, placing continued importance on effective medical management and ongoing improvements in administrative costs. There are a number of annual adjustments we can and are making to our operations, which may partially offset any impact from these rate reductions. For example, we seek to intensify our medical and operating cost management, adjust members' benefits and decide on a county-by-county basis in which geographies to participate. Additionally, achieving high quality scores from CMS for improving upon certain clinical and operational performance standards will impact future quality bonuses that may offset these anticipated rate reductions. CMS made certain changes to quality definitions after the quality score measurement period was completed that will adversely impact many Medicare Advantage market participants in 2013, including UnitedHealthcare. The expanded stars bonus program is set to expire in 2014. In 2015, quality bonus payments will only be paid to 4 and 5 star plans per PPACA. Approximately 60% of our current Medicare Advantage members are enrolled in plans that will be rated 3.5 stars or higher in 2014 based on scoring released by CMS in October 2012. Updated scores, to be released in October 2013, will determine what portion of our Medicare Advantage membership will reside in a 4 star or 5 star plan and qualify for quality bonus payments in 2015.

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We also may be able to mitigate the effects of reduced funding by increasing enrollment due, in part, to the increasing number of people eligible for Medicare in coming years. Compared to third quarter of 2011, our Medicare Advantage membership has increased by 400,000 consumers, or 18%, including acquisitions. Longer term, market wide decreases in the availability or relative quality of Medicare Advantage products may increase demand for other senior health benefits products such as our Medicare Part D and Medicare Supplement insurance offerings.
Industry Fees and Taxes - The Health Reform Legislation includes an annual, non-deductible insurance industry tax to be levied proportionally across the insurance industry for risk-based products, beginning January 1, 2014. The amount of the annual tax is $8 billion in 2014, $11.3 billion in 2015 and 2016, $13.9 billion in 2017 and $14.3 billion in 2018. For 2019 and beyond, the amount will be equal to the annual tax for the preceding year increased by the rate of premium growth for the preceding year. The annual tax will be allocated based on the ratio of an entity's net premiums written during the preceding calendar year to the total health insurance industry's net premiums written for any U.S. health risk-based products during the preceding calendar year, subject to certain exceptions. This tax will first be paid and expensed in 2014; however, because our policies are annual, related premium increases resulting from this tax for 2013 policies that have coverage into 2014 will increase the amount of premium recognized in 2013. Our effective income tax rate will increase significantly in 2014 as a result of the non-deductibility of these taxes.
With the introduction of state health insurance exchanges in 2014, the Health Reform Legislation includes three programs designed to stabilize the health insurance markets. These programs are: a transitional Reinsurance Program; a temporary Risk Corridors Program; and a permanent Risk Adjustment Program. The transitional Reinsurance Program is a temporary program which will be funded on a per capita basis from all commercial lines of business including insured and self-funded arrangements ($25 billion over a three-year period beginning in 2014; $20 billion (subject to increases based on state decisions) which funds the state reinsurance pools and $5 billion funds the U.S. Treasury). While the final HHS regulations have been released, the terms of the specific reinsurance programs to be used in each state are not yet known.
It is our intention to pass these taxes and fees on to customers through increases in rates and/or decreases in benefits, subject to regulatory approval.
State-Based Exchanges and Coverage Expansion - Effective in 2014, state-based exchanges are required to be established for individuals and small employers, with enrollment processes scheduled to commence in October of 2013. The Health Reform Legislation also provides for expanded Medicaid coverage effective in January 2014. These measures remain subject to implementation at the state level.
Individual & Small Group Market Reforms - The Health Reform Legislation includes several provisions that will take effect on January 1, 2014 and are expected to alter the individual and small group marketplace, although final regulations or guidance related to these provisions remains pending. Key provisions include: (1) adjusted community rating requirements, which will change how individual and small group plans are rated in certain states and are expected to result in significant adjustments in some policyholders' rates during the transition period; (2) essential health benefit requirements, which will result in benefit changes for many individual and small group policyholders and will also impact rates; and (3) actuarial value requirements, which will significantly impact benefit designs (e.g. cost share requirements) and could significantly impact rates for some policyholders.
Court Proceedings and Legislative/Regulatory Actions - The United States Supreme Court issued its opinion in June 2012 declaring the Health Reform Legislation constitutional, with the exception of the provision that would have permitted HHS to withhold existing Medicaid funds from states choosing not to participate in Medicaid expansion.
For additional information regarding the Health Reform Legislation and Regulatory Trends and Uncertainties, see Item 1, “Business - Government Regulation,” Item 1A, “Risk Factors” and Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations - Regulatory Trends and Uncertainties” in our 2011 10-K.



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RESULTS SUMMARY
 
 
Three Months Ended September 30,
 
Increase/(Decrease)
 
Nine Months Ended September 30,
 
Increase/(Decrease)
(in millions, except percentages and per share data)
 
2012
 
2011
 
2012 vs. 2011
 
2012
 
2011
 
2012 vs. 2011
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Premiums
 
$
24,640

 
$
22,806

 
$
1,834

 
8
%
 
$
73,880

 
$
68,622

 
$
5,258

 
8
%
Services
 
1,824

 
1,637

 
187

 
11

 
5,415

 
4,891

 
524

 
11

Products
 
693

 
667

 
26

 
4

 
2,059

 
1,921

 
138

 
7

Investment and other income
 
145

 
170

 
(25
)
 
(15
)
 
495

 
512

 
(17
)
 
(3
)
Total revenues
 
27,302

 
25,280

 
2,022

 
8

 
81,849

 
75,946

 
5,903

 
8

Operating costs:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Medical costs
 
19,471

 
18,408

 
1,063

 
6

 
59,423

 
55,711

 
3,712

 
7

Operating costs
 
4,277

 
3,899

 
378

 
10

 
12,453

 
11,249

 
1,204

 
11

Cost of products sold
 
627

 
609

 
18

 
3

 
1,881

 
1,762

 
119

 
7

Depreciation and amortization
 
317

 
294

 
23

 
8

 
939

 
834

 
105

 
13

Total operating costs
 
24,692

 
23,210

 
1,482

 
6

 
74,696

 
69,556

 
5,140

 
7

Earnings from operations
 
2,610

 
2,070

 
540

 
26

 
7,153

 
6,390

 
763

 
12

Interest expense
 
(158
)
 
(129
)
 
29

 
22

 
(459
)
 
(366
)
 
93

 
25

Earnings before income taxes
 
2,452

 
1,941

 
511

 
26

 
6,694

 
6,024

 
670

 
11

Provision for income taxes
 
(895
)
 
(670
)
 
225

 
34

 
(2,412
)
 
(2,140
)
 
272

 
13

Net earnings
 
$
1,557

 
$
1,271

 
$
286

 
23
%
 
$
4,282

 
$
3,884

 
$
398

 
10
%
Diluted net earnings per common share
 
$
1.50

 
$
1.17

 
$
0.33

 
28
%
 
$
4.08

 
$
3.56

 
$
0.52

 
15
%
Medical care ratio (a)
 
79.0
%
 
80.7
%
 
(1.7
)%
 


 
80.4
%
 
81.2
%
 
(0.8
)%
 
 
Operating cost ratio
 
15.7

 
15.4

 
0.3

 


 
15.2

 
14.8

 
0.4

 
 
Operating margin
 
9.6

 
8.2

 
1.4

 


 
8.7

 
8.4

 
0.3

 
 
Tax rate
 
36.5

 
34.5

 
2.0

 


 
36.0

 
35.5

 
0.5

 
 
Net margin
 
5.7

 
5.0

 
0.7

 


 
5.2

 
5.1

 
0.1

 
 
Return on equity (b)
 
20.9
%
 
18.4
%
 
2.5
 %
 
 
 
19.6
%
 
19.2
%
 
0.4
 %
 
 
(a)
Medical care ratio is calculated as medical costs divided by premium revenue.
(b)
Return on equity is calculated as annualized net earnings divided by average equity. Average equity is calculated using the equity balance at the end of the preceding year and the equity balances at the end of each of the quarters in the periods presented.
SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMS
The following represents a summary of selected third quarter 2012 year-over-year operating comparisons to the third quarter 2011 and other 2012 significant items.
Consolidated and UnitedHealthcare revenues increased 8%.
Over the past 12 months, UnitedHealthcare medical enrollment grew by 2.2 million people; Medicare Part D stand-alone membership decreased by 0.6 million people.
The consolidated medical care ratio of 79.0% decreased 170 basis points.
Net earnings of $1.6 billion and diluted earnings per share of $1.50 increased 23% and 28%, respectively.
$1.6 billion in cash was held by non-regulated entities as of September 30, 2012.
2012 debt offerings raised proceeds totaling $4.0 billion including the October 2012 issuance and August exchange.
Cash paid for acquisitions in the first three quarters 2012, net of cash assumed, totaled $2.6 billion.
In October 2012, we announced our intent to acquire 90% of the outstanding common shares of Amil. In the fourth quarter, we acquired approximately 60% of the outstanding shares and plan to acquire an additional 30% in the first half of 2013. See Note 9 of the Notes to the Condensed Consolidated Financial Statements for further detail on Amil.

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2012 RESULTS OF OPERATIONS COMPARED TO 2011 RESULTS
Consolidated Financial Results
Revenues
The increases in revenues for the three and nine months ended September 30, 2012 were driven by growth in the number of individuals served and premium rate increases related to underlying medical cost trends in our UnitedHealthcare businesses and growth in our Optum health service and technology offerings.
Medical Costs
Medical costs for the three and nine months ended September 30, 2012 increased due to risk-based membership growth in our public and senior markets businesses, unit cost inflation across all businesses and continued moderate increases in health system use, partially offset by an increase in favorable medical reserve development. Unit cost increases represented the majority of the increases in our medical cost trend, with the largest contributor being price increases to hospitals.
Operating Costs
The increases in our operating costs for the three and nine months ended September 30, 2012 were due to business growth, including increases in revenues from UnitedHealthcare fee-based benefits and Optum services, which carry comparatively higher operating costs, as well as investments in the pharmacy management services and UnitedHealthcare Military & Veterans businesses.
Income Tax Rate
The increase in our effective income tax rate for the three and nine months ended September 30, 2012 was due to the favorable resolution of an outstanding tax matter in the third quarter 2011, which lowered the effective income tax rate for the three months ended September 30, 2011.
Reportable Segments
We have four reportable segments across our two business platforms, UnitedHealthcare and Optum:
UnitedHealthcare, which includes UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement and UnitedHealthcare Community & State;
OptumHealth;
OptumInsight; and
OptumRx.
See Note 10 of Notes to the Condensed Consolidated Financial Statements and Item 1, “Business” in our 2011 10-K for a description of how each of our reportable segments derives its revenues.
Transactions between reportable segments principally consist of sales of pharmacy benefit products and services to UnitedHealthcare customers by OptumRx, certain product offerings and clinical services sold to UnitedHealthcare by OptumHealth, and health information and technology solutions, consulting and other services sold to UnitedHealthcare by OptumInsight. These transactions are recorded at management’s estimate of fair value. Intersegment transactions are eliminated in consolidation.

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The following table presents reportable segment financial information:
 
 
Three Months Ended September 30,
 
Increase/(Decrease)
 
Nine Months Ended September 30,
 
Increase/(Decrease)
(in millions, except percentages)
 
2012
 
2011
 
2012 vs. 2011
 
2012
 
2011
 
2012 vs. 2011
Revenues
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
UnitedHealthcare
 
$
25,512

 
$
23,643

 
$
1,869

 
8
%
 
$
76,561

 
$
71,170

 
$
5,391

 
8
%
OptumHealth
 
2,054

 
1,723

 
331

 
19

 
6,018

 
4,900

 
1,118

 
23

OptumInsight
 
718

 
625

 
93

 
15

 
2,060

 
1,954

 
106

 
5

OptumRx
 
4,454

 
4,874

 
(420
)
 
(9
)
 
13,780

 
14,194

 
(414
)
 
(3
)
Total Optum
 
7,226

 
7,222

 
4

 

 
21,858

 
21,048

 
810

 
4

Eliminations
 
(5,436
)
 
(5,585
)
 
(149
)
 
(3
)
 
(16,570
)
 
(16,272
)
 
298

 
2

Consolidated revenues
 
$
27,302

 
$
25,280

 
$
2,022

 
8
%
 
$
81,849

 
$
75,946

 
$
5,903

 
8
%
Earnings from operations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
UnitedHealthcare
 
$
2,202

 
$
1,750

 
$
452

 
26
 %
 
$
6,173

 
$
5,408

 
$
765

 
14
 %
OptumHealth
 
168

 
115

 
53

 
46

 
383

 
359

 
24

 
7

OptumInsight
 
126

 
91

 
35

 
38

 
310

 
261

 
49

 
19

OptumRx
 
114

 
114

 

 

 
287

 
362

 
(75
)
 
(21
)
Total Optum
 
408

 
320

 
88

 
28

 
980

 
982

 
(2
)
 

Consolidated earnings from operations
 
$
2,610

 
$
2,070

 
$
540

 
26
 %
 
$
7,153

 
$
6,390

 
$
763

 
12
 %
Operating margin
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
UnitedHealthcare
 
8.6
%
 
7.4
%
 
1.2
%
 


 
8.1
%
 
7.6
%
 
0.5
 %
 
 
OptumHealth
 
8.2

 
6.7

 
1.5

 


 
6.4

 
7.3

 
(0.9
)
 
 
OptumInsight
 
17.5

 
14.6

 
2.9

 


 
15.0

 
13.4

 
1.6

 
 
OptumRx
 
2.6

 
2.3

 
0.3

 


 
2.1

 
2.6

 
(0.5
)
 
 
Total Optum
 
5.6

 
4.4

 
1.2

 


 
4.5

 
4.7

 
(0.2
)
 
 
Consolidated operating margin
 
9.6
%
 
8.2
%
 
1.4
%
 


 
8.7
%
 
8.4
%
 
0.3
 %
 
 
UnitedHealthcare
The following table summarizes UnitedHealthcare revenue by business:
 
 
Three Months Ended September 30,
 
Increase/(Decrease)
 
Nine Months Ended September 30,
 
Increase/(Decrease)
(in millions, except percentages)
 
2012
 
2011
 
2012 vs. 2011
 
2012
 
2011
 
2012 vs. 2011
UnitedHealthcare Employer & Individual
 
$
11,649

 
$
11,379

 
$
270

 
2
%
 
$
34,942

 
$
33,828

 
$
1,114

 
3
%
UnitedHealthcare Medicare & Retirement
 
9,976

 
8,797

 
1,179

 
13

 
30,287

 
27,224

 
3,063

 
11

UnitedHealthcare Community & State
 
3,887

 
3,467

 
420

 
12

 
11,332

 
10,118

 
1,214

 
12

Total UnitedHealthcare revenue
 
$
25,512

 
$
23,643

 
$
1,869

 
8
%
 
$
76,561

 
$
71,170

 
$
5,391

 
8
%

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The following table summarizes the number of individuals served by our UnitedHealthcare businesses, by major market segment and funding arrangement:
 
 
September 30,
 
Increase/(Decrease)
(in thousands, except percentages)
 
2012
 
2011
 
2012 vs. 2011
Commercial risk-based
 
9,340

 
9,545

 
(205
)
 
(2
)%
Commercial fee-based
 
17,585

 
16,255

 
1,330

 
8

Total commercial
 
26,925

 
25,800

 
1,125

 
4

Medicare Advantage
 
2,615

 
2,215

 
400

 
18

Medicaid
 
3,870

 
3,485

 
385

 
11

Medicare Supplement (Standardized)
 
3,135

 
2,895

 
240

 
8

Total public and senior
 
9,620

 
8,595

 
1,025

 
12

Total UnitedHealthcare - medical
 
36,545

 
34,395

 
2,150

 
6
 %
Supplemental Data:
 
 
 
 
 
 
 
 
Medicare Part D stand-alone
 
4,230

 
4,830

 
(600
)
 
(12
)%
Commercial risk-based membership decreased due to a competitive market environment, conversions to fee-based products by large public sector clients that we retained and other decreases in the public sector. In fee-based commercial products, the increase was due to a number of new business awards and strong customer retention. Medicare Advantage increased due to strengthened execution in product design, marketing and local engagement, which drove sales growth, combined with the addition of 185,000 Medicare Advantage members from 2012 acquisitions. Medicaid growth was due to a combination of winning new state accounts and growth within existing state customers. Medicare Supplement growth was due to strong retention and new sales. In our Medicare Part D stand-alone business, membership decreased primarily as a result of the first quarter 2012 loss of approximately 470,000 auto-assigned low-income subsidy Medicare Part D beneficiaries, due to pricing benchmarks for the government-subsidized low income Medicare Part D market coming in below our bids in a number of regions.
UnitedHealthcare's revenue growth for the three and nine months ended September 30, 2012 was primarily due to growth in the number of individuals served, commercial premium rate increases related to expected increases in underlying medical cost trends and the impact of lower expected premium rebates.
UnitedHealthcare's earnings from operations for the three and nine months ended September 30, 2012 increased compared to the prior year primarily due to the factors that increased revenues combined with an improvement in the medical care ratio driven by effective management of medical costs and increased favorable medical reserve development. The increased favorable development for both the three and nine months ended September 30, 2012 was driven by lower than expected health system utilization levels and increased efficiency in claims handling and processing.
In March 2012, UnitedHealthcare Military & Veterans was awarded the TRICARE West Region Managed Care Support Contract. The contract, for health care operations, includes a transition period and five one-year renewals at the government's option. The first year of operations is anticipated to begin April 1, 2013. The base administrative services contract is expected to generate $1.4 billion in revenues over the five years.
Optum. Total revenue for Optum businesses for the three months ended September 30, 2012 was consistent with the prior year. Total revenues increased for the nine months ended September 30, 2012 due to business growth and 2011 acquisitions at OptumHealth, partially offset by a reduction in pharmacy service revenues related to reduced levels of UnitedHealthcare Part D prescription drug membership and related prescription volumes.
Optum’s earnings from operations and operating margin for the three months ended September 30, 2012 increased compared to 2011 due to gains in business simplification, overall efficiency and growth and margin expansion from business mix improvements. Earnings from operations and operating margin for the nine months ended September 30, 2012 were flat compared to the prior year.

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The results by segment were as follows:
OptumHealth
The increases in revenues at OptumHealth for the three and nine months ended September 30, 2012 were primarily due to market expansion, including growth related to 2011 acquisitions in integrated care delivery, and strong growth in network-based health programs.
Earnings from operations for the three and nine months ended September 30, 2012 increased compared to 2011 primarily due to gains in operating efficiency and cost management as well as improvements in earnings from integrated care operations. Operating margins increased for the three months ended September 30, 2012 due to the factors that increased earnings from operations. For the nine months ended September 30, 2012, operating margins decreased due to business mix, as 2011 results do not include the full impact of comparatively lower margin integrated care delivery acquisitions in the first half of 2011, and business investments.
OptumInsight
Revenues at OptumInsight for the three months ended September 30, 2012 increased primarily due to the impact of growth in compliance services for both care providers and payers. For the nine months ended September 30, 2012, organic revenue growth was partially offset by the June 2011 divestiture of the clinical trials services business.
The increases in earnings from operations and operating margins for the three and nine months ended September 30, 2012 reflect an improved mix of services and advances in operating efficiency and cost management.
OptumRx
The decreases in OptumRx revenues for both the three and nine months ended ended September 30, 2012 were due to the reduction in UnitedHealthcare Medicare Part D plan participants. The three month revenue results were also negatively impacted by consumers' rapid migration from brand name prescription drugs to cost-effective new generic offerings. Intersegment revenues eliminated in consolidation were $3.8 billion and $11.7 billion for the three and nine months ended September 30, 2012 and $4.2 billion and $12.3 billion for the three and nine months ended September 30, 2011.
OptumRx earnings from operations and operating margins for the three months ended September 30, 2012, were stable year-over-year primarily due to earnings contributions from rising generic usage, which offset the investments to support growth initiatives, including the in-sourcing of our commercial pharmacy benefit programs, and decreased prescription volume in the Medicare Part D business. For the nine months ended September 30, 2012 earnings from operations and operating margins decreased as the investments described previously more than offset the earnings contribution from specialty pharmacy growth and greater use of generic medications.
LIQUIDITY, FINANCIAL CONDITION AND CAPITAL RESOURCES
Liquidity
Introduction
We manage our liquidity and financial position in the context of our overall business strategy. We continually forecast and manage our cash, investments, working capital balances and capital structure to meet the short- and long-term obligations of our businesses while seeking to maintain liquidity and financial flexibility. Cash flows generated from operating activities are principally from earnings before non-cash expenses.
Our regulated subsidiaries generate significant cash flows from operations and are subject to financial regulations and standards in their respective states of domicile. Most of these regulations and standards conform to those established by the National Association of Insurance Commissioners. These standards, among other things, require these subsidiaries to maintain specified levels of statutory capital, as defined by each state, and restrict the timing and amount of dividends and other distributions that may be paid to their parent companies. Except in the case of extraordinary dividends, these standards generally permit dividends to be paid from statutory unassigned surplus of the regulated subsidiary and are limited based on the regulated subsidiary’s level of statutory net income and statutory capital and surplus. These dividends are referred to as “ordinary dividends” and generally can be paid without prior regulatory approval. If the dividend, together with other dividends paid within the preceding twelve months, exceeds a specified statutory limit or is paid from sources other than earned surplus, the entire dividend is generally considered an “extraordinary dividend” and must receive prior regulatory approval.
In 2012, based on the 2011 statutory net income and statutory capital and surplus levels, the maximum amount of ordinary dividends that can be paid by our regulated subsidiaries to their parent companies is $4.6 billion. For the nine months ended September 30, 2012, our regulated subsidiaries paid their parent companies dividends of $3.3 billion, including $601 million of

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extraordinary dividends. For the year ended December 31, 2011, our regulated subsidiaries paid their parent companies dividends of $4.5 billion, including $1.1 billion of extraordinary dividends.
Our non-regulated businesses also generate cash flows from operations for general corporate use. Cash flows generated by these entities, combined with dividends from our regulated entities and financing through the issuance of long term debt as well as issuance of commercial paper or drawings under our committed credit facility, further strengthen our operating and financial flexibility. We use these cash flows to expand our businesses through acquisitions, reinvest in our businesses through capital expenditures, repay debt, and return capital to our shareholders through shareholder dividends and/or repurchases of our common stock, depending on market conditions.
Summary of our Major Sources and Uses of Cash
 
 
Nine Months Ended September 30,
 
Increase/(Decrease)
(in millions)
 
2012
 
2011
 
2012 vs. 2011
Sources of cash:
 
 
 
 
 
 
Cash provided by operating activities
 
$
5,473

 
$
7,383

 
$
(1,910
)
Proceeds from issuances of long-term debt and commercial paper, net of repayments
 
1,389

 
612

 
777

Proceeds from customer funds administered
 
309

 
1,656

 
(1,347
)
Other
 
508

 
497

 
11

Total sources of cash
 
7,679

 
10,148

 


Uses of cash:
 
 
 
 
 
 
Common stock repurchases
 
(2,594
)
 
(2,094
)
 
(500
)
Cash paid for acquisitions, net of cash assumed
 
(2,550
)
 
(1,093
)
 
(1,457
)
Purchases of investments, net of sales and maturities
 
(1,124
)
 
(1,024
)
 
(100
)
Purchases of property, equipment and capitalized software
 
(786
)
 
(806
)
 
20

Dividends paid
 
(603
)
 
(481
)
 
(122
)
Other
 
(535
)
 
(94
)
 
(441
)
Total uses of cash
 
(8,192
)
 
(5,592
)
 


Net (decrease) increase in cash
 
$
(513
)
 
$
4,556

 
$
(5,069
)
2012 Cash Flows Compared to 2011 Cash Flows
Cash flows from operating activities for the nine months ended September 30, 2012 decreased $1.9 billion, from the comparable period in 2011. The decreased cash flows were primarily driven by the decrease in unearned revenues of $2.3 billion due to the 2011 amount including the early receipt of the October 2011 CMS payment and the payment in 2012 of 2011 premium rebate obligations, which were partially offset by increased net income.
Cash flows used for investing activities increased $1.5 billion, or 53%, primarily due to increased investments in acquisitions in 2012.
Cash flows used for financing activities increased $1.6 billion primarily due to an decrease in proceeds from customer funds administered related to Medicare Part D and increased share repurchases, partially offset by an increase in net issuances of long-term debt and commercial paper.
Financial Condition
As of September 30, 2012, our cash, cash equivalent and available-for-sale investment balances of $28.7 billion included $8.9 billion of cash and cash equivalents (of which $1.6 billion was held by non-regulated entities), $19.1 billion of debt securities and $643 million of investments in equity securities and venture capital funds. Given the significant portion of our portfolio held in cash equivalents, we do not anticipate fluctuations in the aggregate fair value of our financial assets to have a material impact on our liquidity or capital position. The use of different market assumptions or valuation methodologies, especially those used in valuing our $224 million of available-for-sale Level 3 securities (those securities priced using significant unobservable inputs), may have an effect on the estimated fair value amounts of our investments. Due to the subjective nature of these assumptions, the estimates may not be indicative of the actual exit price if we had sold the investment at the measurement date. Other sources of liquidity, primarily from operating cash flows and our commercial paper program, which is supported by our $3.0 billion bank credit facility, reduce the need to sell investments during adverse market conditions. See Note 3 of Notes to the Condensed Consolidated Financial Statements for further detail of our fair value measurements.

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Our cash equivalent and investment portfolio has a weighted-average duration of 2.1 years and a weighted-average credit rating of “AA” as of September 30, 2012. Included in the debt securities balance are $2.0 billion of state and municipal obligations that are guaranteed by a number of third parties. Due to the high underlying credit ratings of the issuers, the weighted-average credit rating of these securities with and without the guarantee was “AA” as of September 30, 2012. We do not have any significant exposure to any single guarantor (neither indirect through the guarantees, nor direct through investment in the guarantor). When multiple credit ratings are available for an individual security, the average of the available ratings is used to determine the weighted-average credit rating.
Capital Resources and Uses of Liquidity
In addition to cash flow from operations and cash and cash equivalent balances available for general corporate use, our capital resources and uses of liquidity are as follows:
Commercial Paper. We maintain a commercial paper borrowing program, which facilitates the private placement of unsecured debt through third-party broker-dealers. The commercial paper program is supported by the bank credit facility described below. As of September 30, 2012, we had $540 million of commercial paper outstanding.
Bank Credit Facility. We have a $3.0 billion five-year revolving bank credit facility with 21 banks, which will mature in December 2016. This facility supports our commercial paper program and is available for general corporate purposes. There were no amounts outstanding under this facility as of September 30, 2012. The interest rate on borrowings is variable based on term and amount and is calculated based on the LIBOR plus a credit spread based on our senior unsecured credit ratings. As of September 30, 2012, the annual interest rate on this facility, had it been drawn, would have ranged from 1.0% to 1.4%.
Our bank credit facility contains various covenants, including requiring us to maintain a debt to debt-plus-equity ratio below 50%. Our debt to debt-plus-equity ratio, calculated as the sum of debt divided by the sum of debt and shareholders’ equity, which approximates the actual covenant ratio, was 30.1% and 29.1% as of September 30, 2012 and December 31, 2011, respectively. We were in compliance with our debt covenants as of September 30, 2012.
Long-term debt. Periodically, we access capital markets and issue long-term debt for general corporate purposes and the funds may be used, for example, to meet our working capital requirements, to refinance debt, to finance acquisitions, for share repurchases or for other general corporate purposes.
In October 2012, we issued $2.5 billion in senior unsecured notes, which included: $625 million of 0.850% fixed-rate notes due October 2015, $625 million of 1.400% fixed-rate notes due October 2017, $625 million of 2.750% fixed-rate notes due February 2023 and $625 million of 3.950% fixed-rate notes due October 2042. The proceeds of the debt issuance were used primarily to fund a recent acquisition. For more detail on the acquisition see Note 9 of the Notes to the Condensed Consolidated Financial Statements.
In August 2012, we completed an exchange of $1,080 million of our zero coupon senior unsecured notes due November of 2022 for $500 million additional issuance of our 2.875% notes due in March 2022 and $102 million additional issuance of our 4.375% notes due March 2042, as well as $138 million in cash.  Reflecting lower market rates, the additional note issuance was at a premium to the existing notes to yield 2.568% on the new 10-year notes, and 3.881% on the new 30-year notes. The transaction was undertaken to increase financial flexibility and reduce interest expense. 
In March 2012, we issued $1 billion in senior unsecured notes. The issuance included $600 million of 2.875% fixed-rate notes due March 2022 and $400 million of 4.375% fixed-rate notes due March 2042.
Credit Ratings. Our credit ratings at September 30, 2012 were as follows:
  
Moody’s
  
Standard & Poor’s
  
Fitch
  
A.M. Best
 
Ratings
  
Outlook
  
Ratings
  
Outlook
  
Ratings
  
Outlook
  
Ratings
  
Outlook
Senior unsecured debt
A3
  
Stable (1)
  
A
  
Stable
  
A-
  
Stable
  
bbb+
  
Stable
Commercial paper
P-2
  
n/a
  
A-1
  
n/a
  
F1
  
n/a
  
AMB-2
  
n/a
 (1)    Outlook lowered to Negative in October 2012.
The availability of financing in the form of debt or equity is influenced by many factors, including our profitability, operating cash flows, debt levels, credit ratings, debt covenants and other contractual restrictions, regulatory requirements and economic and market conditions. For example, a significant downgrade in our credit ratings or conditions in the capital markets may increase the cost of borrowing for us or limit our access to capital. We have adopted strategies and actions toward maintaining financial flexibility to mitigate the impact of such factors on our ability to raise capital.

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Share Repurchase Program. Under our Board of Directors’ authorization, we maintain a share repurchase program. Repurchases may be made from time to time in open market purchases or other types of transactions (including prepaid or structured share repurchase programs), subject to certain Board restrictions. In June 2012, our Board renewed and expanded the Company’s share repurchase program with an authorization to repurchase up to 110 million shares of our common stock. As of September 30, 2012, we had Board authorization to purchase up to an additional 94 million shares of our common stock. For details of our 2012 share repurchases, see Note 7 to the Notes to Condensed Consolidated Financial Statements.
Dividends. In June 2012, our Board of Directors increased our cash dividend to shareholders to an annual dividend rate of $0.85 per share, paid quarterly. Since May 2011, we had paid an annual dividend of $0.65 per share, paid quarterly. Declaration and payment of future quarterly dividends is at the discretion of the Board and may be adjusted as business needs or market conditions change. For details of our 2012 dividend payments, see Note 7 to the Notes to Condensed Consolidated Financial Statements.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
A summary of future obligations under our various contractual obligations and commitments as of December 31, 2011 was disclosed in our 2011 10-K. During the nine months ended September 30, 2012 there were no material changes to this previously-filed information outside the ordinary course of business. However, we continually evaluate opportunities to expand our operations, including internal development of new products, programs and technology applications and acquisitions. For example, see Note 9 of Notes to the Condensed Consolidated Financial Statements for detail on a recent acquisition.
RECENTLY ISSUED ACCOUNTING STANDARDS
We have determined that there have been no recently issued, but not yet adopted, accounting standards that will have a material impact on our Consolidated Financial Statements.
CRITICAL ACCOUNTING ESTIMATES
We prepared our Condensed Consolidated Financial Statements in conformity with U.S. GAAP. In preparing these Condensed Consolidated Financial Statements, we are required to make judgments, assumptions and estimates, which we believe are reasonable and prudent based on the available facts and circumstances. These judgments, assumptions and estimates affect certain of our revenues and expenses and their related balance sheet accounts and disclosure of our contingent liabilities. We base our assumptions and estimates primarily on historical experience and trends and factor in known and projected trends. On an on-going basis, we re-evaluate our selection of assumptions and the method of calculating our estimates. Actual results, however, may materially differ from our calculated estimates and this difference would be reported in our current operations.
Our critical accounting estimates include medical costs, revenues, goodwill and intangible assets, investments, income taxes and contingent liabilities. For a detailed description of our critical accounting estimates, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of our 2011 10-K. As of September 30, 2012, our critical accounting policies have not changed from those described in our 2011 10-K. For a detailed discussion of our significant accounting policies, see Note 2 of Notes to the Consolidated Financial Statements in our 2011 10-K.
CONCENTRATIONS OF CREDIT RISK
Investments in financial instruments such as marketable securities and accounts receivable may subject us to concentrations of credit risk. Our investments in marketable securities are managed under an investment policy authorized by our Board of Directors. This policy limits the amounts that may be invested in any one issuer and generally limits our investments to U.S. government and agency securities, state and municipal securities and corporate debt obligations that are investment grade. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of employer groups and other customers that constitute our client base. As of September 30, 2012, we had an aggregate $1.9 billion reinsurance receivable resulting from the sale of our Golden Rule Financial Corporation life and annuity business in 2005. We regularly evaluate the financial condition of the reinsurer and only record the reinsurance receivable to the extent that the amounts are deemed probable of recovery. Currently, the reinsurer is rated by A.M. Best as “A+.” As of September 30, 2012, there were no other significant concentrations of credit risk.
FORWARD-LOOKING STATEMENTS
The statements, estimates, projections, guidance or outlook contained in this report include “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA). These statements are intended to take advantage of the “safe harbor” provisions of the PSLRA. Generally the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “project,” “should” and similar expressions identify forward-looking statements, which generally are not historical in nature. These statements may contain information about financial prospects, economic conditions and trends and

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involve risks and uncertainties. We caution that actual results could differ materially from those that management expects, depending on the outcome of certain factors.
Some factors that could cause results to differ materially from the forward-looking statements include: our ability to effectively estimate, price for and manage our medical costs, including the impact of any new coverage requirements; the potential impact that new laws or regulations, or changes in existing laws or regulations, or their enforcement or application could have on our results of operations, financial position and cash flows, including as a result of increases in medical, administrative, technology or other costs or decreases in enrollment resulting from U.S., Brazilian and other jurisdictions' regulations affecting the health care industry; the impact of any potential assessments for insolvent payers under state guaranty fund laws, including any that could arise out of the potential liquidation of Penn Treaty Network America Insurance Company; the ultimate impact of the Patient Protection and Affordable Care Act, which could materially and adversely affect our results of operations, financial position and cash flows through reduced revenues, increased costs, new taxes and expanded liability, or require changes to the ways in which we conduct business or put us at risk for loss of business; potential reductions in revenue received from Medicare and Medicaid programs; uncertainties regarding changes in Medicare, including potential changes in risk adjustment data validation audit and payment adjustment methodology; failure to comply with patient privacy and data security regulations; regulatory and other risks and uncertainties associated with the pharmacy benefits management industry and our ability to successfully repatriate our pharmacy benefits management business; competitive pressures, which could affect our ability to maintain or increase our market share; the impact of challenges to our public sector contract awards; our ability to execute contracts on competitive terms with physicians, hospitals and other service professionals; our ability to attract, retain and provide support to a network of independent producers (i.e., brokers and agents) and consultants; events that may adversely affect our relationship with AARP; increases in costs and other liabilities associated with increased litigation, government investigations, audits or reviews; the potential impact of adverse economic conditions on our revenues (including decreases in enrollment resulting from increases in the unemployment rate and commercial attrition) and results of operations; the performance of our investment portfolio; possible impairment of the value of our goodwill and intangible assets in connection with dispositions or if estimated future results do not adequately support goodwill and intangible assets recorded for our existing businesses or the businesses that we acquire; increases in health care costs resulting from large-scale medical emergencies; failure to maintain effective and efficient information systems or if our technology products otherwise do not operate as intended; misappropriation of our proprietary technology; our ability to obtain sufficient funds from our regulated subsidiaries or the debt or capital markets to fund our obligations, to maintain our debt to total capital ratio at targeted levels, to maintain our quarterly dividend payment cycle or to continue repurchasing shares of our common stock; failure to complete or receive anticipated benefits of acquisitions and other strategic transactions, including the Amil acquisition; the impact of fluctuations in foreign currency exchange rates on our reported shareholders' equity and results of operations; potential downgrades in our credit ratings; and failure to achieve targeted operating cost productivity improvements, including savings resulting from technology enhancement and administrative modernization.
This list of important factors is not intended to be exhaustive. We discuss certain of these matters more fully, as well as certain risk factors that may affect our business operations, financial condition and results of operations, in our other periodic and current filings with the SEC, including our 2011 10-K. Any or all forward-looking statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. By their nature, forward-looking statements are not guarantees of future performance or results and are subject to risks, uncertainties and assumptions that are difficult to predict or quantify. Actual future results may vary materially from expectations expressed in this report or any of our prior communications. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update or revise any forward-looking statements.
ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our primary market risks are exposures to (a) changes in interest rates that impact our investment income and interest expense and the fair value of certain of our fixed-rate investments and debt and (b) changes in equity prices that impact the value of our equity investments.
As of September 30, 2012, we had $9.8 billion of cash, cash equivalents and investments on which the interest rates received vary with market interest rates, which may materially impact our investment income. Also, $2.7 billion of our debt and deposit liabilities as of September 30, 2012 were at interest rates that vary with market rates, either directly or through the use of related interest rate swap contracts.
The fair value of certain of our fixed-rate investments and debt also varies with market interest rates. As of September 30, 2012, $18.7 billion of our investments were fixed-rate debt securities and $11.9 billion of our debt was non-swapped fixed-rate term debt. An increase in market interest rates decreases the market value of fixed-rate investments and fixed-rate debt. Conversely, a decrease in market interest rates increases the market value of fixed-rate investments and fixed-rate debt.

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We manage exposure to market interest rates by diversifying investments across different fixed income market sectors and debt across maturities, as well as endeavoring to match our floating-rate assets and liabilities over time, either directly or periodically through the use of interest rate swap contracts.
The following table summarizes the impact of hypothetical changes in market interest rates across the entire yield curve by 1% or 2% as of September 30, 2012 on our investment income and interest expense per annum, and the fair value of our investments and debt (in millions, except percentages):
 
 
September 30, 2012
Increase (Decrease) in Market Interest Rate
 
Investment
Income Per
Annum (a)
 
Interest
Expense Per
Annum (a)
 
Fair Value of
Investments (b)
 
Fair Value of
Debt
2 %
 
$
197

 
$
54

 
$
(1,300
)
 
$
(2,102
)
1
 
98

 
27

 
(647
)
 
(1,116
)
(1)
 
(16
)
 
(6
)
 
491

 
1,280

(2)
 
nm

 
nm

 
624

 
2,621

nm = not meaningful
(a)
Given the low absolute level of short-term market rates on our floating-rate assets and liabilities as of September 30, 2012, the assumed hypothetical change in interest rates does not reflect the full 100 basis point reduction in interest income or interest expense as the rate cannot fall below zero and thus the 200 basis point reduction is not meaningful.
(b)
As of September 30, 2012, 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.
As of September 30, 2012, we had $643 million of investments in equity securities and venture capital funds, a portion of which were invested in various public and non-public companies concentrated in the areas of health care delivery and related information technologies. Market conditions that affect the value of health care or technology stocks will impact the value of our equity investments.
ITEM 4.
CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms; and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
In connection with the filing of this Form 10-Q, management evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2012. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2012.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

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PART II. OTHER INFORMATION
ITEM  1.    LEGAL PROCEEDINGS
A description of our legal proceedings is included in and incorporated by reference to Note 9 of the Notes to the Condensed Consolidated Financial Statements contained in Part I, Item 1 of this report.
ITEM 1A.
RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item
1A, “Risk Factors” of our 2011 10-K, which could materially affect our business, financial condition or future results. The risks
described in our 2011 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that
we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating
results.
There have been no material changes to the risk factors disclosed in our 2011 10-K.
ITEM  2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities (a)
Third Quarter 2012
For the Month Ended
 
Total Number
of Shares
Purchased
 
Average Price
Paid per Share
 
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
 
Maximum Number
of Shares That May
Yet Be Purchased
Under The Plans or
Programs
 
 
(in millions)
 
 
 
(in millions)
 
(in millions)
July 31, 2012
 
2

 
$
54.54

 
2

 
106

August 31, 2012
 
3

 
51.97

 
3

 
103

September 30, 2012
 
10

 
53.46

 
10

 
94

Total
 
15

  
$
53.30

 
15

 
 
 
(a)
In November 1997, our Board of Directors adopted a share repurchase program, which the Board evaluates periodically. In June 2012, the Board renewed and expanded our share repurchase program with an authorization to repurchase up to 110 million shares of our common stock in open market purchases or other types of transactions (including prepaid or structured repurchase programs). There is no established expiration date for the program.

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ITEM 6. EXHIBITS *
The following exhibits are filed in response to Item 601 of Regulation S-K.
3.1

 
Third Restated Articles of Incorporation of UnitedHealth Group Incorporated (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated May 29, 2007)
3.2

 
Fourth Amended and Restated Bylaws of UnitedHealth Group Incorporated (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated October 23, 2009)
4.1

 
Senior Indenture, dated as of November 15, 1998, between United HealthCare Corporation and The Bank of New York (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3/A, SEC File Number 333-66013, filed on January 11, 1999)
4.2

 
Amendment, dated as of November 6, 2000, to Senior Indenture, dated as of November 15, 1998, between the UnitedHealth Group Incorporated and The Bank of New York (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001)
4.3

 
Instrument of Resignation, Appointment and Acceptance of Trustee, dated January 8, 2007, pursuant to the Senior Indenture, dated November 15, 1998, amended November 6, 2000, among UnitedHealth Group Incorporated, The Bank of New York and Wilmington Trust Company (incorporated by reference to Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007)
4.4

 
Indenture, dated as of February 4, 2008, between UnitedHealth Group Incorporated and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3, SEC File Number 333-149031, filed on February 4, 2008)
  12.1

 
Ratio of Earnings to Fixed Charges
  31.1

 
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  32.1

 
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  101

 
The following materials from UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed on October 30, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Changes in Shareholders' Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements.
 ________________
*
 
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.


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
UNITEDHEALTH GROUP INCORPORATED
 
/s/    STEPHEN J. HEMSLEY
 
President and Chief Executive Officer
(principal executive officer)
Dated:
October 30, 2012
Stephen J. Hemsley
 
  
 
 
 
 
/s/    DAVID S. WICHMANN
 
Executive Vice President and
Chief Financial Officer of UnitedHealth Group and President of UnitedHealth Group Operations
(principal financial officer)
Dated:
October 30, 2012
David S. Wichmann
 
  
 
 
 
 
/S/    ERIC S. RANGEN
 
Senior Vice President and
Chief Accounting Officer
(principal accounting officer)
Dated:
October 30, 2012
Eric S. Rangen
 
  
 


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EXHIBIT INDEX*
 
3.1

 
Third Restated Articles of Incorporation of UnitedHealth Group Incorporated (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated May 29, 2007)
3.2

 
Fourth Amended and Restated Bylaws of UnitedHealth Group Incorporated (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated October 23, 2009)
4.1

 
Senior Indenture, dated as of November 15, 1998, between United HealthCare Corporation and The Bank of New York (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3/A, SEC File Number 333-66013, filed on January 11, 1999)
4.2

 
Amendment, dated as of November 6, 2000, to Senior Indenture, dated as of November 15, 1998, between the UnitedHealth Group Incorporated and The Bank of New York (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001)
4.3

 
Instrument of Resignation, Appointment and Acceptance of Trustee, dated January 8, 2007, pursuant to the Senior Indenture, dated November 15, 1998, amended November 6, 2000, among UnitedHealth Group Incorporated, The Bank of New York and Wilmington Trust Company (incorporated by reference to Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007)
4.4

 
Indenture, dated as of February 4, 2008, between UnitedHealth Group Incorporated and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3, SEC File Number 333-149031, filed on February 4, 2008)
  12.1

 
Ratio of Earnings to Fixed Charges
  31.1

 
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  32.1

 
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  101

 
The following materials from UnitedHealth Group Incorporated's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed on October 30, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Changes in Shareholders' Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements.
 ________________
*
 
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.


39