UNH 2013.3.31 10-Q
 
 
 
 
 
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 MARCH 31, 2013
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:
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 May 3, 2013, there were 1,020,007,037 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 5.
Item 6.




Table of Contents


PART I
ITEM 1.    FINANCIAL STATEMENTS
UnitedHealth Group
Condensed Consolidated Balance Sheets
(Unaudited)
(in millions, except per share data)
 
March 31,
2013
 
December 31,
2012
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
10,038

 
$
8,406

Short-term investments
 
3,019

 
3,031

Accounts receivable, net
 
3,185

 
2,709

Other current receivables, net
 
2,614

 
2,889

Assets under management
 
2,659

 
2,773

Deferred income taxes
 
336

 
463

Prepaid expenses and other current assets
 
866

 
781

Total current assets
 
22,717

 
21,052

Long-term investments
 
17,998

 
17,711

Property, equipment and capitalized software, net
 
3,945

 
3,939

Goodwill
 
31,810

 
31,286

Other intangible assets, net
 
4,309

 
4,682

Other assets
 
2,347

 
2,215

Total assets
 
$
83,126

 
$
80,885

Liabilities and shareholders’ equity
 
 
 
 
Current liabilities:
 
 
 
 
Medical costs payable
 
$
11,726

 
$
11,004

Accounts payable and accrued liabilities
 
6,559

 
6,984

Other policy liabilities
 
5,122

 
4,910

Commercial paper and current maturities of long-term debt
 
2,390

 
2,713

Unearned revenues
 
1,386

 
1,505

Total current liabilities
 
27,183

 
27,116

Long-term debt, less current maturities
 
15,659

 
14,041

Future policy benefits
 
2,447

 
2,444

Deferred income taxes
 
2,321

 
2,450

Other liabilities
 
1,571

 
1,535

Total liabilities
 
49,181

 
47,586

Commitments and contingencies (Note 8)
 
 
 


Redeemable noncontrolling interest
 
2,188

 
2,121

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;
 1,013 and 1,019 issued and outstanding
 
10

 
10

Additional paid-in capital
 

 
66

Retained earnings
 
31,359

 
30,664

Accumulated other comprehensive income
 
388

 
438

Total shareholders’ equity
 
31,757

 
31,178

Total liabilities and shareholders’ equity
 
$
83,126

 
$
80,885


See Notes to the Condensed Consolidated Financial Statements

1

Table of Contents


UnitedHealth Group
Condensed Consolidated Statements of Operations
(Unaudited)
 
 
Three Months Ended March 31,
(in millions, except per share data)
 
2013
 
2012
Revenues:
 
 
 
 
Premiums
 
$
27,274

 
$
24,631

Services
 
2,112

 
1,791

Products
 
751

 
688

Investment and other income
 
203

 
172

Total revenues
 
30,340

 
27,282

Operating costs:
 
 
 
 
Medical costs
 
22,569

 
19,939

Operating costs
 
4,614

 
4,096

Cost of products sold
 
682

 
634

Depreciation and amortization
 
336

 
296

Total operating costs
 
28,201

 
24,965

Earnings from operations
 
2,139

 
2,317

Interest expense
 
(178
)
 
(148
)
Earnings before income taxes
 
1,961

 
2,169

Provision for income taxes
 
(721
)
 
(781
)
Net earnings
 
1,240

 
1,388

Less: earnings attributable to noncontrolling interest
 
(48
)
 

Net earnings attributable to UnitedHealth Group common shareholders
 
$
1,192

 
$
1,388

Earnings per share attributable to UnitedHealth Group common shareholders:
 
 
 
 
Basic
 
$
1.17

 
$
1.34

Diluted
 
$
1.16

 
$
1.31

Basic weighted-average number of common shares outstanding
 
1,016

 
1,039

Dilutive effect of common stock equivalents
 
13

 
21

Diluted weighted-average number of common shares outstanding
 
1,029

 
1,060

Anti-dilutive shares excluded from the calculation of dilutive effect of common stock equivalents
 
16

 
24

Cash dividends declared per common share
 
$
0.2125

 
$
0.1625


See Notes to the Condensed Consolidated Financial Statements

2

Table of Contents



UnitedHealth Group
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)

 
 
Three Months Ended March 31,
(in millions)
 
2013
 
2012
Net earnings
 
$
1,240

 
$
1,388

Other comprehensive loss :
 
 
 
 
Gross unrealized holding (losses) gains on investment securities during the period
 
(48
)
 
30

Income tax effect
 
16

 
(11
)
Total unrealized (losses) gains, net of tax
 
(32
)
 
19

Gross reclassification adjustment for net realized gains included in net earnings
 
(57
)
 
(39
)
Income tax effect
 
21

 
14

Total reclassification adjustment, net of tax
 
(36
)
 
(25
)
Total foreign currency translation gains
 
18

 
3

Other comprehensive loss
 
(50
)
 
(3
)
Comprehensive income
 
1,190

 
1,385

Less: comprehensive income attributable to noncontrolling interests
 
(48
)
 

Comprehensive income attributable to UnitedHealth Group common shareholders
 
$
1,142

 
$
1,385


See Notes to the Condensed Consolidated Financial Statements

3

Table of Contents


UnitedHealth Group
Condensed Consolidated Statements of Changes in Shareholders’ Equity
(Unaudited)
 
 
Common Stock
 
Additional Paid-In Capital
 
Retained Earnings
 
Accumulated Other Comprehensive Income (Loss)
 
Total Shareholders’
Equity
(in millions)
 
Shares
 
Amount
 
 
 
Net Unrealized Gains on Investments
 
Foreign Currency Translation (Losses) Gains
 
Balance at January 1, 2013
 
1,019

 
$
10

 
$
66

 
$
30,664

 
$
516

 
$
(78
)
 
$
31,178

Net earnings attributable to UnitedHealth Group common shareholders
 
 
 
 
 
 
 
1,192

 

 

 
1,192

Other comprehensive (loss) income
 
 
 
 
 
 
 
 
 
(68
)
 
18

 
(50
)
Issuances of common stock, and related tax effects
 
4

 

 
84

 
 
 

 

 
84

Share-based compensation, and related tax benefits
 
 
 
 
 
112

 
 
 

 

 
112

Common stock repurchases
 
(10
)
 

 
(262
)
 
(281
)
 
 
 
 
 
(543
)
Cash dividends paid on common stock
 
 
 
 
 
 
 
(216
)
 

 

 
(216
)
Balance at March 31, 2013
 
1,013

 
$
10

 
$

 
$
31,359

 
$
448

 
$
(60
)
 
$
31,757

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at January 1, 2012
 
1,039

 
$
10

 
$

 
$
27,821

 
$
476

 
$
(15
)
 
$
28,292

Net earnings
 
 
 
 
 
 
 
1,388

 

 

 
1,388

Other comprehensive (loss) income
 
 
 
 
 
 
 
 
 
(6
)
 
3

 
(3
)
Issuances of common stock, and related tax effects
 
13

 

 
129

 
 
 

 

 
129

Share-based compensation, and related tax benefits
 
 
 
 
 
209

 
 
 

 

 
209

Common stock repurchases
 
(19
)
 

 
(338
)
 
(653
)
 
 
 
 
 
(991
)
Cash dividends paid on common stock
 
 
 
 
 
 
 
(168
)
 

 

 
(168
)
Balance at March 31, 2012
 
1,033

 
$
10

 
$

 
$
28,388

 
$
470


$
(12
)
 
$
28,856

See Notes to the Condensed Consolidated Financial Statements

4

Table of Contents


UnitedHealth Group
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
 
Three Months Ended March 31,
(in millions)
 
2013
 
2012
Operating activities
 
 
 
 
Net earnings
 
$
1,240

 
$
1,388

Non-cash items:
 
 
 
 
Depreciation and amortization
 
336

 
296

Deferred income taxes
 
131

 
126

Share-based compensation
 
99

 
140

Other, net
 
(41
)
 
(88
)
Net change in other operating items, net of effects from acquisitions and changes in AARP balances:
 
 
 
 
Accounts receivable
 
(463
)
 
(316
)
Other assets
 
(556
)
 
(221
)
Medical costs payable
 
673

 
246

Accounts payable and other liabilities
 
(237
)
 
(202
)
Other policy liabilities
 

 
(248
)
Unearned revenues
 
(129
)
 
2,465

Cash flows from operating activities
 
1,053

 
3,586

Investing activities
 
 
 
 
Purchases of investments
 
(2,824
)
 
(2,326
)
Sales of investments
 
1,282

 
1,034

Maturities of investments
 
1,195

 
1,098

Cash paid for acquisitions, net of cash assumed
 
(279
)
 
(1,935
)
Cash received from dispositions
 
45

 

Purchases of property, equipment and capitalized software
 
(323
)
 
(269
)
Cash flows used for investing activities
 
(904
)
 
(2,398
)
Financing activities
 
 
 
 
Common stock repurchases
 
(543
)
 
(991
)
Proceeds from common stock issuances
 
116

 
257

Cash dividends paid
 
(216
)
 
(168
)
Proceeds from commercial paper, net
 
130

 
244

Proceeds from issuance of long-term debt
 
2,235

 
995

Repayments of long-term debt
 
(1,077
)
 

Customer funds administered
 
962

 
1,137

Checks outstanding
 
(80
)
 
(247
)
Other, net
 
(24
)
 
(183
)
Cash flows from financing activities
 
1,503

 
1,044

Effect of exchange rate changes on cash and cash equivalents
 
(20
)
 

Increase in cash and cash equivalents
 
1,632

 
2,232

Cash and cash equivalents, beginning of period
 
8,406

 
9,429

Cash and cash equivalents, end of period
 
$
10,038

 
$
11,661


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 (both individually and together with its consolidated subsidiaries referred to as “UnitedHealth Group” and the “Company”) is a diversified health and well-being company whose mission is to help people live healthier lives and make health care work better. The Company offers 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, 2012 as filed with the SEC (2012 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, premium rebates and risk-adjusted 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, and estimates and judgments related to 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.
Recently Adopted Accounting Standards
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updated (ASU) No. 2013-02,”Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” (ASU 2013-02). ASU 2013-02 requires companies to report the effect of significant reclassifications out of accumulated other comprehensive income, by component, either on the face of the financial statements or in the notes to the financial statements and is intended to help entities improve the transparency of changes in other comprehensive income. ASU 2013-02 does not amend any existing requirements for reporting net income or other comprehensive income in the financial statements. ASU 2013-02 became effective for the Company's fiscal year 2013 and the new disclosures have been included with the Company’s investment disclosures in Note 2.
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.

6

Table of Contents


2.Investments
A summary of short-term and long-term investments by major security type is as follows:
(in millions)
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
March 31, 2013
 
 
 
 
 
 
 
 
Debt securities - available-for-sale:
 
 
 
 
 
 
 
 
U.S. government and agency obligations
 
$
2,442

 
$
30

 
$
(1
)
 
$
2,471

State and municipal obligations
 
6,340

 
352

 
(5
)
 
6,687

Corporate obligations
 
7,325

 
254

 
(6
)
 
7,573

U.S. agency mortgage-backed securities
 
2,022

 
56

 
(4
)
 
2,074

Non-U.S. agency mortgage-backed securities
 
630

 
30

 
(1
)
 
659

Total debt securities - available-for-sale
 
18,759

 
722

 
(17
)
 
19,464

Equity securities - available-for-sale
 
720

 
8

 
(2
)
 
726

Debt securities - held-to-maturity:
 
 
 
 
 
 
 
 
U.S. government and agency obligations
 
177

 
6

 

 
183

State and municipal obligations
 
28

 

 

 
28

Corporate obligations
 
622

 

 

 
622

Total debt securities - held-to-maturity
 
827

 
6

 

 
833

Total investments
 
$
20,306

 
$
736

 
$
(19
)
 
$
21,023

December 31, 2012
 
 
 
 
 
 
 
 
Debt securities - available-for-sale:
 
 
 
 
 
 
 
 
U.S. government and agency obligations
 
$
2,501

 
$
38

 
$
(1
)
 
$
2,538

State and municipal obligations
 
6,282

 
388

 
(3
)
 
6,667

Corporate obligations
 
6,930

 
283

 
(4
)
 
7,209

U.S. agency mortgage-backed securities
 
2,168

 
70

 

 
2,238

Non-U.S. agency mortgage-backed securities
 
538

 
36

 

 
574

Total debt securities - available-for-sale
 
18,419

 
815

 
(8
)
 
19,226

Equity securities - available-for-sale
 
668

 
10

 
(1
)
 
677

Debt securities - held-to-maturity:
 
 
 
 
 
 
 
 
U.S. government and agency obligations
 
168

 
6

 

 
174

State and municipal obligations
 
30

 

 

 
30

Corporate obligations
 
641

 
2

 

 
643

Total debt securities - held-to-maturity
 
839

 
8

 

 
847

Total investments
 
$
19,926

 
$
833

 
$
(9
)
 
$
20,750




7

Table of Contents


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 March 31, 2013 were as follows:
(in millions)
 
AAA
 
AA
 
A
 
Non-Investment
Grade
 
Total Fair
Value
2013
 
$
59

 
$

 
$

 
$

 
$
59

2012
 
116

 

 

 

 
116

2011
 
26

 

 

 

 
26

2010
 
19

 
3

 

 

 
22

2009
 
1

 

 

 

 
1

2007
 
72

 

 

 
3

 
75

Pre - 2007
 
335

 
4

 
11

 
10

 
360

U.S. agency mortgage-backed securities
 
2,074

 

 

 

 
2,074

Total
 
$
2,702

 
$
7

 
$
11

 
$
13

 
$
2,733

The Company includes any securities backed by Alt-A or sub-prime mortgages and any commercial mortgage loans in default in the non-investment grade column in the table above.
The amortized cost and fair value of available-for-sale debt securities as of March 31, 2013, by contractual maturity, were as follows:
(in millions)
 
Amortized
Cost
 
Fair
Value
Due in one year or less
 
$
3,105

 
$
3,120

Due after one year through five years
 
6,626

 
6,849

Due after five years through ten years
 
4,717

 
5,010

Due after ten years
 
1,659

 
1,752

U.S. agency mortgage-backed securities
 
2,022

 
2,074

Non-U.S. agency mortgage-backed securities
 
630

 
659

Total debt securities - available-for-sale
 
$
18,759

 
$
19,464

The amortized cost and fair value of held-to-maturity debt securities as of March 31, 2013, by contractual maturity, were as follows:
(in millions)
 
Amortized
Cost
 
Fair
Value
Due in one year or less
 
$
424

 
$
425

Due after one year through five years
 
148

 
150

Due after five years through ten years
 
145

 
148

Due after ten years
 
110

 
110

Total debt securities - held-to-maturity
 
$
827

 
$
833


8

Table of Contents


The fair value of available-for-sale investments with gross unrealized losses by major security 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
March 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
Debt securities - available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government and agency obligations
 
$
142

 
$
(1
)
 
$

 
$

 
$
142

 
$
(1
)
State and municipal obligations
 
417

 
(5
)
 

 

 
417

 
(5
)
Corporate obligations
 
1,120

 
(6
)
 

 

 
1,120

 
(6
)
U.S. agency mortgage-backed securities
 
420

 
(4
)
 

 

 
420

 
(4
)
Non-U.S. agency mortgage-backed securities
 
157

 
(1
)
 

 

 
157

 
(1
)
Total debt securities - available-for-sale
 
$
2,256

 
$
(17
)
 
$

 
$

 
$
2,256

 
$
(17
)
Equity securities - available-for-sale
 
$
40

 
$
(1
)
 
$
2

 
$
(1
)
 
$
42

 
$
(2
)
December 31, 2012
 
 
 
 
 
 
 
 
 
 
 
 
Debt securities - available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government and agency obligations
 
$
183

 
$
(1
)
 
$

 
$

 
$
183

 
$
(1
)
State and municipal obligations
 
362

 
(3
)
 

 

 
362

 
(3
)
Corporate obligations
 
695

 
(4
)
 

 

 
695

 
(4
)
Total debt securities - available-for-sale
 
$
1,240

 
$
(8
)

$

 
$

 
$
1,240

 
$
(8
)
Equity securities - available-for-sale
 
$
13

 
$
(1
)
 
$

 
$

 
$
13

 
$
(1
)
The unrealized losses from all securities as of March 31, 2013 were generated from approximately 2,000 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). The unrealized losses on mortgage-backed securities as of March 31, 2013 were primarily caused by higher interest rates in the marketplace. These unrealized losses represented less than 1% of the total amortized cost of the Company's mortgage-backed security holdings as of March 31, 2013. The Company believes these losses to be temporary. All of the Company's mortgage-backed securities in an unrealized loss position as of March 31, 2013 were rated “AAA” with no known deterioration or other factors leading to an OTTI. As of March 31, 2013, the Company did not have the intent to sell any of the securities in an unrealized loss position.
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.

9

Table of Contents


Net realized gains reclassified out of accumulated other comprehensive income were from the following sources:
 
 
Three Months Ended March 31,
(in millions)
 
2013
 
2012
Total OTTI
 
$
(3
)
 
$
(3
)
Portion of loss recognized in other comprehensive income
 

 

Net OTTI recognized in earnings
 
(3
)
 
(3
)
Gross realized losses from sales
 
(1
)
 
(1
)
Gross realized gains from sales
 
61

 
43

Net realized gains (included in Investment and Other Income on the Condensed Consolidated Statements of Operations)
 
57

 
39

Income tax effect (included in Provision for Income Taxes on the Condensed Consolidated Statements of Operations)
 
(21
)
 
(14
)
Realized gains, net of taxes
 
$
36

 
$
25

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 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 2013 or 2012.
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 months ended March 31, 2013 or 2012.
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

10

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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.
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. The Company provides health insurance products and services to members of AARP under a Supplemental Health Insurance Program (AARP Program). 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 debt and equity securities.
Interest Rate and Currency Swaps. Fair values of the Company’s swaps are estimated using the terms of the swaps and publicly available information including 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.
Long-term Debt. The fair value of the Company’s long-term debt is 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.

11

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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 Program-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 and Carrying
Value
March 31, 2013
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
9,301

 
$
737

 
$

 
$
10,038

Debt securities - available-for-sale:
 
 
 
 
 
 
 
 
U.S. government and agency obligations
 
1,748

 
723

 

 
2,471

State and municipal obligations
 

 
6,687

 

 
6,687

Corporate obligations
 
7

 
7,540

 
26

 
7,573

U.S. agency mortgage-backed securities
 

 
2,074

 

 
2,074

Non-U.S. agency mortgage-backed securities
 

 
653

 
6

 
659

Total debt securities - available-for-sale
 
1,755

 
17,677

 
32

 
19,464

Equity securities - available-for-sale
 
473

 
14

 
239

 
726

Interest rate swap assets
 

 
21

 

 
21

Total assets at fair value

$
11,529

 
$
18,449

 
$
271

 
$
30,249

Percentage of total assets at fair value
 
38
%
 
61
%
 
1
%
 
100
%
Interest rate and currency swap liabilities
 
$

 
$
11

 
$

 
$
11

December 31, 2012
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
7,615

 
$
791

 
$

 
$
8,406

Debt securities - available-for-sale:
 
 
 
 
 
 
 
 
U.S. government and agency obligations
 
1,752

 
786

 

 
2,538

State and municipal obligations
 

 
6,667

 

 
6,667

Corporate obligations
 
13

 
7,185

 
11

 
7,209

U.S. agency mortgage-backed securities
 

 
2,238

 

 
2,238

Non-U.S. agency mortgage-backed securities
 

 
568

 
6

 
574

Total debt securities - available-for-sale
 
1,765

 
17,444

 
17

 
19,226

Equity securities - available-for-sale
 
450

 
3

 
224

 
677

Interest rate swap assets
 

 
14

 

 
14

Total assets at fair value
 
$
9,830

 
$
18,252

 
$
241

 
$
28,323

Percentage of total assets at fair value
 
35
%
 
64
%
 
1
%
 
100
%
Interest rate and currency swap liabilities
 
$

 
$
14

 
$

 
$
14


12

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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
March 31, 2013
 
 
 
 
 
 
 
 
 
 
Debt securities - held-to-maturity:
 
 
 
 
 
 
 
 
 
 
U.S. government and agency obligations
 
$
183

 
$

 
$

 
$
183

 
$
177

State and municipal obligations
 

 

 
28

 
28

 
28

Corporate obligations
 
16

 
345

 
261

 
622

 
622

Total debt securities - held-to-maturity
 
$
199

 
$
345

 
$
289

 
$
833

 
$
827

Long-term debt
 
$

 
$
17,967

 
$

 
$
17,967

 
$
16,330

December 31, 2012
 
 
 
 
 
 
 
 
 
 
Debt securities - held-to-maturity:
 
 
 
 
 
 
 
 
 
 
U.S. government and agency obligations
 
$
174

 
$

 
$

 
$
174

 
$
168

State and municipal obligations
 

 
1

 
29

 
30

 
30

Corporate obligations
 
10

 
346

 
287

 
643

 
641

Total debt securities - held-to-maturity
 
$
184

 
$
347

 
$
316

 
$
847

 
$
839

Long-term debt
 
$

 
$
17,034

 
$

 
$
17,034

 
$
15,167

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:
 
 
March 31, 2013
 
March 31, 2012
(in millions)
 
Debt
Securities
 
Equity
Securities
 
Total
 
Debt
Securities
 
Equity
Securities
 
Total
Balance at beginning of period
 
$
17

 
$
224

 
$
241

 
$
208

 
$
209

 
$
417

Purchases
 
15

 
31

 
46

 

 
18

 
18

Sales
 

 
(21
)
 
(21
)
 

 
(2
)
 
(2
)
Net unrealized losses in accumulated other comprehensive income
 

 
(2
)
 
(2
)
 

 

 

Net realized gains in investment and other income
 

 
7

 
7

 

 

 

Transfers to held-to-maturity
 

 

 

 
(201
)
 
(21
)
 
(222
)
Balance at end of period
 
$
32

 
$
239

 
$
271

 
$
7

 
$
204

 
$
211

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:
(in millions)
 
Fair Value
 
Valuation Technique
 
Unobservable Input
 
Low
 
High
March 31, 2013
 
 
 
 
 
 
 
 
 
 
Equity securities - available-for-sale
 
 
 
 
 
 
 
 
 
 
Venture capital portfolios
 
$
222

 
Market approach - comparable companies
 
Revenue multiple
 
1.0
 
10.0
 
 
 
 
 
 
EBITDA multiple
 
8.0
 
10.0
 
 
17

 
Market approach - recent transactions
 
Inactive market transactions
 
N/A
 
N/A
Total equity securities
     available-for-sale
 
$
239

 
 
 
 
 
 
 
 
Also included in the Company’s assets measured at fair value on a recurring basis using Level 3 inputs were $32 million of available-for-sale debt securities at March 31, 2013, which were not significant.

13

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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 2012 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)
 
Total
Fair and Carrying
Value
March 31, 2013
 
 
 
 
 
 
Cash and cash equivalents
 
$
57

 
$

 
$
57

Debt securities:
 
 
 
 
 
 
U.S. government and agency obligations
 
506

 
243

 
749

State and municipal obligations
 

 
57

 
57

Corporate obligations
 

 
1,200

 
1,200

U.S. agency mortgage-backed securities
 

 
446

 
446

Non-U.S. agency mortgage-backed securities
 

 
147

 
147

Total debt securities
 
506

 
2,093

 
2,599

Equity securities - available-for-sale
 

 
3

 
3

Total assets at fair value
 
$
563

 
$
2,096

 
$
2,659

Other liabilities
 
$
20

 
$
51

 
$
71

December 31, 2012
 
 
 
 
 
 
Cash and cash equivalents
 
$
230

 
$

 
$
230

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

 
244

 
789

State and municipal obligations
 

 
51

 
51

Corporate obligations
 

 
1,118

 
1,118

U.S. agency mortgage-backed securities
 

 
427

 
427

Non-U.S. agency mortgage-backed securities
 

 
155

 
155

Total debt securities
 
545

 
1,995

 
2,540

Equity securities - available-for-sale
 

 
3

 
3

Total assets at fair value
 
$
775

 
$
1,998

 
$
2,773

Other liabilities
 
$
23

 
$
58

 
$
81


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4.
Medicare Part D Pharmacy Benefits
The Condensed Consolidated Balance Sheets include the following amounts associated with the Medicare Part D program:

 
 
March 31, 2013
 
December 31, 2012
(in millions)
 
Subsidies
 
Drug Discount
 
Risk-Share
 
Subsidies
 
Drug Discount
 
Risk-Share
Other current receivables
 
$
35

 
$
158

 
$

 
$
461

 
$
314

 
$

Other policy liabilities
 

 
250

 
424

 

 
319

 
438

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
Favorable development was $280 million and $530 million for the three months ended March 31, 2013 and 2012, respectively. Lower than expected health system utilization levels were a significant driver in both periods. The Company’s reserve development in the first quarter of 2013 also reflected comparatively greater stability in utilization patterns and consistency in operations processing performance.


15

Table of Contents


6.     Commercial Paper and Long-Term Debt
Commercial paper and long-term debt consisted of the following:
 
 
March 31, 2013
 
December 31, 2012
(in millions, except percentages)
 
Par
Value
 
Carrying
Value
 
Fair
Value
 
Par
Value
 
Carrying
Value
 
Fair
Value
Commercial Paper
 
$
1,719

 
$
1,719

 
$
1,719

 
$
1,587

 
$
1,587

 
$
1,587

4.875% senior unsecured notes due February 2013
 

 

 

 
534

 
534

 
536

4.875% senior unsecured notes due April 2013
 
409

 
409

 
409

 
409

 
411

 
413

4.750% senior unsecured notes due February 2014
 
172

 
177

 
178

 
172

 
178

 
180

5.000% senior unsecured notes due August 2014
 
389

 
407

 
413

 
389

 
411

 
414

Senior unsecured floating-rate notes due August 2014
 
250

 
250

 
250

 

 

 

4.875% senior unsecured notes due March 2015 (a)
 
416

 
442

 
449

 
416

 
444

 
453

0.850% senior unsecured notes due October 2015 (a)
 
625

 
626

 
627

 
625

 
623

 
627

5.375% senior unsecured notes due March 2016 (a)
 
601

 
658

 
677

 
601

 
660

 
682

1.875% senior unsecured notes due November 2016
 
400

 
397

 
413

 
400

 
397

 
412

5.360% senior unsecured notes due November 2016
 
95

 
95

 
110

 
95

 
95

 
110

6.000% senior unsecured notes due June 2017
 
441

 
486

 
524

 
441

 
489

 
528

1.400% senior unsecured notes due October 2017 (a)
 
625

 
626

 
630

 
625

 
622

 
626

6.000% senior unsecured notes due November 2017
 
156

 
170

 
186

 
156

 
170

 
191

6.000% senior unsecured notes due February 2018
 
1,100

 
1,119

 
1,330

 
1,100

 
1,120

 
1,339

1.625% senior unsecured notes due March 2019
 
500

 
498

 
501

 

 

 

3.875% senior unsecured notes due October 2020
 
450

 
443

 
494

 
450

 
442

 
499

4.700% senior unsecured notes due February 2021
 
400

 
417

 
459

 
400

 
417

 
466

3.375% senior unsecured notes due November 2021 (a)
 
500

 
514

 
528

 
500

 
512

 
533

2.875% senior unsecured notes due March 2022
 
1,100

 
1,000

 
1,113

 
1,100

 
998

 
1,128

0.000% senior unsecured notes due November 2022
 
15

 
9

 
11

 
15

 
9

 
11

2.750% senior unsecured notes due February 2023 (a)
 
625

 
619

 
617

 
625

 
619

 
631

2.875% senior unsecured notes due March 2023
 
750

 
747

 
749

 

 

 

5.800% senior unsecured notes due March 2036
 
850

 
845

 
1,010

 
850

 
845

 
1,025

6.500% senior unsecured notes due June 2037
 
500

 
495

 
645

 
500

 
495

 
659

6.625% senior unsecured notes due November 2037
 
650

 
645

 
847

 
650

 
645

 
860

6.875% senior unsecured notes due February 2038
 
1,100

 
1,084

 
1,480

 
1,100

 
1,084

 
1,510

5.700% senior unsecured notes due October 2040
 
300

 
298

 
355

 
300

 
298

 
364

5.950% senior unsecured notes due February 2041
 
350

 
348

 
429

 
350

 
348

 
440

4.625% senior unsecured notes due November 2041
 
600

 
593

 
625

 
600

 
593

 
641

4.375% senior unsecured notes due March 2042
 
502

 
486

 
506

 
502

 
486

 
521

3.950% senior unsecured notes due October 2042
 
625

 
611

 
589

 
625

 
611

 
622

4.250% senior unsecured notes due March 2043
 
750

 
740

 
737

 

 

 

Total U.S. dollar denominated debt
 
17,965

 
17,973

 
19,610

 
16,117

 
16,143

 
18,008

Cetip Interbank Deposit Rate (CDI) + 1.3% Subsidiary floating debt due October 2013
 

 

 

 
147

 
148

 
150

CDI + 1.45% Subsidiary floating debt due October 2014
 

 

 

 
147

 
149

 
150

110% CDI Subsidiary floating debt due December 2014
 

 

 

 
147

 
151

 
147

CDI + 1.6% Subsidiary floating debt due October 2015 (b)
 
75

 
76

 
76

 
74

 
76

 
76

Brazilian Extended National Consumer Price Index (IPCA) + 7.61% Subsidiary floating debt due October 2015
 

 

 

 
73

 
87

 
90

Total Brazilian real denominated debt (in U.S. dollars)
 
75

 
76

 
76

 
588

 
611

 
613

Total commercial paper and long-term debt
 
$
18,040

 
$
18,049

 
$
19,686

 
$
16,705

 
$
16,754

 
$
18,621

(a)
At March 31, 2013 and December 31, 2012, the Company had interest rate swap contracts with notional amounts of $3.4 billion and $2.8 billion, respectively hedging these fixed-rate debt instruments. See below for more information on the Company’s interest rate swaps.
(b)
The CDI + 1.6% Subsidiary floating debt due October 2015 was redeemed in April 2013. The carrying value of $76 million was classified within Current Maturities of Long-Term Debt in the Condensed Consolidated Balance Sheet as of March 31, 2013.

16

Table of Contents


Commercial Paper and Bank Credit Facilities
Commercial paper consists of short-duration, senior unsecured debt privately placed on a discount basis through broker-dealers. As of March 31, 2013, the Company’s outstanding commercial paper had a weighted-average annual interest rate of 0.3%.
The Company has $3.0 billion five-year and $1.0 billion 364-day revolving bank credit facilities with 21 banks, which mature in November 2017 and November 2013, respectively. These facilities provide liquidity support for the Company’s $4.0 billion commercial paper program and are available for general corporate purposes. There were no amounts outstanding under these facilities as of March 31, 2013. The interest rates on borrowings are variable based on term and are calculated based on the London Interbank Offered Rate (LIBOR) plus a credit spread based on the Company’s senior unsecured credit ratings. As of March 31, 2013, the annual interest rates on the $3.0 billion and $1.0 billion bank credit facilities, had they been drawn, would have ranged from 1.0% to 1.2% and 1.0% to 1.3%, respectively.
Debt Covenants
The Company’s bank credit facilities contain various covenants including requiring the Company to maintain a debt to debt-plus-equity ratio not more than 50%. The Company was in compliance with its debt covenants as of March 31, 2013.
Interest Rate and Currency Swap Contracts
In 2012 and 2013, 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. 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. Both the hedge fair value changes and the offsetting debt adjustments are recorded in Interest Expense on the Condensed Consolidated Statements of Operations. The net fair value of these swaps was $16 million at March 31, 2013 and is recorded in Other Long-Term Assets for $21 million and Other Long-Term Liabilities for $5 million in the Condensed Consolidated Balance Sheets. The net fair value of these swaps at December 31, 2012 was $3 million.
In December 2012, the Company entered into currency swap contracts to hedge the foreign currency exposure on the principal amount of intercompany borrowings denominated in Brazilian reais. The currency swaps have a notional amount of $256 million and mature on December 31, 2013. As of March 31, 2013 and December 31, 2012, the fair value of the currency swap liability was $6 million and $3 million, respectively, which were recorded in Other Current Liabilities in the Company’s Condensed Consolidated Balance Sheets.
7.
Share-Based Compensation
The Company’s outstanding share-based awards consist mainly of non-qualified stock options, stock-settled stock appreciation rights (SARs) and restricted stock and restricted stock units (collectively, restricted shares). As of March 31, 2013, the Company had 35 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, SARs and up to 14 million of awards in restricted shares.
Stock Options and SARs
Stock option and SAR activity for the three months ended March 31, 2013 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
63

 
$
45

 
 
 
 
Granted
8

 
57

 
 
 
 
Exercised
(4
)
 
36

 
 
 
 
Forfeited
(2
)
 
57

 
 
 
 
Outstanding at end of period
65

 
47

 
4.5

 
$
693

Exercisable at end of period
53

 
46

 
3.5

 
631

Vested and expected to vest, end of period
64

 
47

 
4.5

 
690


17

Table of Contents


Restricted Shares
Restricted share activity for the three months ended March 31, 2013 is summarized in the table below:
(shares in millions)
 
Shares
 
Weighted-Average
Grant Date
Fair Value
per Share
Nonvested at beginning of period
 
9

 
$
46

Granted
 
3

 
57

Nonvested at end of period
 
12

 
49


Other Share-Based Compensation Data
(in millions, except per share amounts)
 
Three Months Ended March 31,
 
2013
 
2012
Stock Options and SARs
 
 
 
 
Weighted-average grant date fair value of shares granted, per share
 
$
19

 
$
18

Total intrinsic value of stock options and SARs exercised
 
83

 
220

Restricted Shares
 
 
 
 
Weighted-average grant date fair value of shares granted, per share
 
57

 
52

Total fair value of restricted shares vested
 

 
291

Share-Based Compensation Items
 
 
 
 
Share-based compensation expense, before tax
 
99

 
140

Share-based compensation expense, net of tax effects
 
89

 
88

Income tax benefit realized from share-based award exercises
 
33

 
187

(in millions, except years)
 
March 31, 2013
Unrecognized compensation expense related to share awards
 
$
498

Weighted-average years to recognize compensation expense
 
1.4

Share-Based Compensation Recognition and Estimates
The principal assumptions the Company used in calculating grant-date fair value for stock options and SARs were as follows:
 
Three Months Ended March 31,
 
2013
 
2012
Risk-free interest rate
1.0%
 
0.9%
Expected volatility
42.6%
 
43.4%
Expected dividend yield
1.5%
 
1.3%
Forfeiture rate
5.0%
 
5.0%
Expected life in years
5.3
 
5.3 - 5.6
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 cash dividend paid by the Company. 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.

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8.
Commitments and Contingencies
In April 2013, the Company completed a tender offer for publicly traded shares of Amil Participações S.A. (Amil) in which it acquired an additional 25% of the total outstanding shares of Amil for $1.4 billion. After the tender offer, 1% of Amil's total outstanding shares remain publicly traded. The Company expects to acquire all of the remaining Amil public shares in the second quarter of 2013 as permitted under applicable Brazilian law. For more information on the Company's investment in Amil, see Note 6 of the Notes of the Consolidated Financial Statements in the Company's 2012 10-K.
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 businesses, including management and administration of health benefit plans and other services. 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 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.
Litigation Matters
Out-of-Network Reimbursement Litigation. The Company is involved in a number of lawsuits challenging 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), 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 2012, the Company was dismissed as a party from a similar lawsuit involving Cigna and its members. 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 the Company believes 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 in 2013, 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 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.
Endoscopy Center of Southern Nevada Litigation. In April 2013, a Las Vegas jury awarded $24 million in compensatory damages and $500 million in punitive damages against a Company health plan and its parent corporation on the theory that they were negligent in their credentialing and monitoring of an in-network endoscopy center owned and operated by independent physicians who were subsequently linked by regulators to an outbreak of hepatitis C. Company plans are party to 42 additional individual lawsuits and 2 class actions relating to the outbreak. The Company cannot reasonably estimate the range of loss, if any, that may result from these matters given the likelihood of reversal on appeal, the availability of statutory

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and other limits on damages, the novel legal theories being advanced by the plaintiffs, the various postures of the remaining cases, the availability in many cases of federal defenses under Medicare law and Employee Retirement Income Security Act, and the pendency of certain relevant legal questions before the Nevada Supreme Court. The Company is vigorously defending these lawsuits.
Government Investigations, Audits and Reviews
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 the Inspector General, 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 Brazilian securities regulator - Comissão de Valores Mobiliários, Internal Revenue Service, the Brazilian federal revenue service - the Secretaria da Receita Federal, the U.S. Department of Labor, the Federal Deposit Insurance Corporation and other governmental authorities. Certain of the Company’s businesses have been reviewed or are currently under review, including for, among other things, compliance with coding and other requirements under the Medicare risk-adjustment model.
In February 2012, CMS announced a final Risk Adjustment Data Validation (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.
The Company cannot reasonably estimate the range of loss, if any, that may result from any material government investigations, audits and reviews in which it is currently involved given the inherent difficulty in predicting regulatory action, fines and penalties, if any, and the various remedies and levels of judicial review available to the Company in the event of an adverse finding.
9.
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 Company’s four reportable segments are UnitedHealthcare, OptumHealth, OptumInsight and OptumRx. Since UnitedHealthcare’s acquisition of Amil occurred in the fourth quarter of 2012, the purchase price allocation is subject to adjustment as valuation analyses, primarily related to intangibles and fixed assets and contingent and tax liabilities, are finalized.

Transactions between reportable segments principally consist of sales of pharmacy benefit products and services to UnitedHealthcare customers by OptumRx, certain product offerings and care management and integrated care delivery 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. For more information on the Company’s segments see Note 13 of the Notes of the Consolidated Financial Statements in the Company's 2012 10-K.


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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
March 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues - external customers:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Premiums
 
$
26,681

 
$
593

 
$

 
$

 
$
593

 
$

 
$
27,274

Services
 
1,423

 
207

 
459

 
23

 
689

 

 
2,112

Products
 
2

 
5

 
19

 
725

 
749

 

 
751

Total revenues - external customers
 
28,106

 
805

 
478

 
748

 
2,031

 

 
30,137

Total revenues - intersegment
 

 
1,607

 
295

 
4,448

 
6,350

 
(6,350
)
 

Investment and other income
 
173

 
30

 

 

 
30

 

 
203

Total revenues
 
$
28,279

 
$
2,442

 
$
773

 
$
5,196

 
$
8,411

 
$
(6,350
)
 
$
30,340

Earnings from operations
 
$
1,644

 
$
226

 
$
149

 
$
120

 
$
495

 
$

 
$
2,139

Interest expense
 

 

 

 

 

 
(178
)
 
(178
)
Earnings before income taxes
 
$
1,644

 
$
226

 
$
149

 
$
120

 
$
495

 
$
(178
)
 
$
1,961

Three Months Ended
March 31, 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues - external customers:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Premiums
 
$
24,211

 
$
420

 
$

 
$

 
$
420

 
$

 
$
24,631

Services
 
1,178

 
202

 
390

 
21

 
613

 

 
1,791

Products
 

 
7

 
17

 
664

 
688

 

 
688

Total revenues - external customers
 
25,389

 
629

 
407

 
685

 
1,721

 

 
27,110

Total revenues - intersegment
 

 
1,282

 
264

 
4,036

 
5,582

 
(5,582
)
 

Investment and other income
 
144

 
28

 

 

 
28

 

 
172

Total revenues
 
$
25,533

 
$
1,939

 
$
671

 
$
4,721

 
$
7,331

 
$
(5,582
)
 
$
27,282

Earnings from operations
 
$
2,065

 
$
92

 
$
89

 
$
71

 
$
252

 
$

 
$
2,317

Interest expense
 

 

 

 

 

 
(148
)
 
(148
)
Earnings before income taxes
 
$
2,065

 
$
92

 
$
89

 
$
71

 
$
252

 
$
(148
)
 
$
2,169



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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 and with our 2012 10-K, including the Consolidated Financial Statements and Notes in that report. 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 consolidated subsidiaries.
Readers are cautioned that the statements, estimates, projections or outlook contained in this Management's Discussion and Analysis of Financial Condition and Results of Operations, including discussions regarding financial prospects, economic conditions, trends and uncertainties contained in this Item 2, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the results discussed in the forward-looking statements. A description of some of the risks and uncertainties can be found further below.
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.
Further information on our business is included in Item 1, “Business” in our 2012 10-K and additional information on our segments can be found in this Item 2 and in Note 9 to the Condensed Consolidated Financial Statements in Item 1, “Financial Statements.”
Business Trends
Our businesses participate in the U.S., Brazilian and certain other health economies. In the U.S., health care spending comprises approximately 18% of gross domestic product and has grown consistently for many years. We expect overall spending on health care to continue to grow in the future, due to inflation, medical technology and pharmaceutical advancement, regulatory requirements, demographic trends in the 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 regulatory changes, including enacted health care reforms in the U.S., which could also impact our results of operations.
Pricing Trends. We seek to price our health care benefit products consistent with anticipated underlying medical trends, while balancing growth, margins, competitive dynamics, cost increases for the industry fees and tax provisions of The Patient Protection and Affordable Care Act and a reconciliation measure, the Health Care and Education Reconciliation Act of 2010, which we refer to together as the Health Reform Legislation, and premium rebates at the local market level. Changes in business mix and Health Reform Legislation may impact our premiums, medical costs and medical care ratio. We continue to expect premium rates to be under pressure through ongoing market competition in commercial products and through government payment rates. Aggregating UnitedHealthcare’s businesses, we believe the medical care ratio will rise over time as we continue to grow in the senior and public markets and participate in the health benefit exchange market in 2014.
In the commercial market segment, we expect pricing to continue to be highly competitive in 2013. We endeavor to sustain a commercial medical care ratio in a stable range for an equivalent mix of business. 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 over the balance of 2013. Additionally, self-insured membership as a percentage of total commercial membership is expected to continue to increase at a modest pace in 2013 and beyond, due in part to the emerging interest from fully-insured mid-size employers in moving to self-funded arrangements. In the first quarter of 2013, we worked with our largest fully-insured customer to convert its coverage arrangements from risk-based to fee-based status. While this conversion of 1.1 million risk-based members to a fee-based arrangement will reduce our consolidated revenues by $2.5 billion, the impact to our earnings from operations and cash flows will be negligible.
In government programs, we are seeing continuing rate pressures. Medicare Advantage funding has been cut in recent years, was further reduced in 2013 and additional reductions are expected in 2014, as discussed below in “Regulatory Trends and Uncertainties.” Rate changes for some Medicaid programs are slightly negative year-over-year. Unlike in prior years, recent Medicaid rate 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. We expect these factors to result in year-over-year pressure on gross margin percentages for our Medicare and Medicaid programs over the balance of 2013.

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For 2013, UnitedHealthcare created a new affordable “Basic Plan” for Medicare Part D consumers and reclassified its large four million member Medicare Part D plan to an “Enhanced Plan” status with CMS. The Basic Plan achieves a lower price point principally through a narrower list of covered drugs. Under CMS regulations, Enhanced Plans are not deemed actuarially equivalent to the standard Part D plan design for risk-sharing purposes. The change to Enhanced Plan status therefore changes the seasonal pattern of revenue and earnings to later in the year with no material impact expected on full-year profitability.
Medical Cost Trends. In 2012, we managed our commercial medical cost trend to a level below 5.5%. In 2013, we expect a slight increase in trend from 2012, albeit with relatively consistent unit cost and utilization trends compared to 2012. We expect our total trend will be driven primarily by continued unit cost pressure from health care providers as they try to compensate for persistently lower government reimbursement levels.
Underlying utilization trends declined significantly in 2010 and increased modestly in 2011 and 2012. Use of outpatient services has been the primary driver of utilization trend increase, with inpatient utilization declining. We also experienced an increase in prescription drug costs in 2012 and expect that trend to continue due to unit cost pressure and a trend towards expensive new specialty drugs. We believe current utilization trends are slightly below what we believe to be normal utilization levels. The weak economic environment, combined with our medical cost management, has had a favorable impact on utilization trends in recent periods. We believe our alignment of progressive benefit designs, consumer engagement, clinical management, pay-for-performance reimbursement programs for care providers and network resources is favorably controlling medical and pharmacy costs, enhancing affordability and quality of health care for our customers and members and helping to drive strong market response and growth.
Delivery System and Payment Modernization. The market is changing based on demographic shifts, new regulations, political forces and both payer and patient expectations. These factors are creating market pressures to change from fee-for-service delivery and payment arrangements to new delivery models focused on the holistic health of the consumer, integrated care across care providers and pay-for-performance payment structures. Health plans and care providers are being called upon to work together to close gaps in care and improve the overall care for people, improve the health of a population and reduce the cost of care. The focus on delivery system modernization and payment reform is critical and the alignment of incentives between key constituents remains an important theme. We have seen increased participation in incentive-based payment models such as pay for performance, shared savings, bundled/episode payment and Patient-Centered Medical Home models (PCMHs). We also have seen continued development and deployment of risk-based accountable care models designed to modernize local delivery systems by better coordinating care, reducing the fragmentation of treatments between multiple care providers in the current system, limiting unnecessary hospital admissions and readmissions, focusing on preventive care, breaking down compartmentalized reimbursement and treatment approaches, and improving quality and outcomes.
This trend is also creating needs 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, providing growth opportunities for our Optum business platform.
Government Reliance on Private Sector. 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 typically used in governmental benefit programs.

States are struggling to balance unprecedented budget pressures with increases in their Medicaid expenditures. At the same time, many states are expanding their interest in managed care with particular emphasis on consumers who have complex and expensive health care needs. More and more, Medicaid managed care is being viewed as an effective method to improve quality and manage costs. Additionally, there are more than nine million individuals eligible for both Medicare and Medicaid (known as dually eligible). Dually eligible beneficiaries typically have complex conditions, with costs of care that are far higher than those of a typical Medicare or Medicaid beneficiary. While these individuals’ health needs are more complex and more costly, they have historically been in unmanaged environments. This provides UnitedHealthcare an opportunity to integrate Medicare and Medicaid financing to fund efforts to optimize the health status of this frail population through close coordination of care. As of March 31, 2013, UnitedHealthcare served more than 250,000 members in legacy dually eligible programs through Medicare Advantage and Special Needs Plans. In the second half of 2013, UnitedHealthcare Community & State will help implement Ohio’s Integrated Medicare-Medicaid Eligible (MME) program, one of the first in the country under the new CMS design.
Regulatory Trends and Uncertainties
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; for additional information regarding the Health Reform Legislation and

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regulatory trends and uncertainties, see Item 1, “Business - Government Regulation” and Item 1A, “Risk Factors” in our 2012 10-K.
Medicare Advantage Rates and Minimum Loss Ratios. Medicare Advantage payment benchmarks have been cut over the last several years, including 2013, with additional funding reductions to be phased-in over the next two to four years. Further, on April 1, 2013, CMS released its final notice of 2014 Medicare Advantage benchmark rates and payment policies. The final notice includes significant reductions to 2014 Medicare Advantage payments, including the benchmark reductions described previously. These reductions and the Health Reform Legislation insurance industry tax described below result in revenue reductions and incremental assessments totaling more than 4% in 2014, against a typical industry forward medical cost trend outlook of 3%. Additionally, Congress passed the Budget Control Act of 2011, which as amended by the American Taxpayer Relief Act of 2012, triggered automatic across-the-board budget cuts (known as sequestration), including a 2% reduction in Medicare Advantage and Medicare Part D payments beginning April 1, 2013. The impact of sequestration cuts to our Medicare Advantage revenues is partially mitigated by reductions in provider reimbursements for those care providers with rates indexed to Medicare Advantage revenues or Medicare fee-for-service reimbursement rates. We estimate that sequestration will result in a net decrease to our consolidated pre-tax earnings in the range of $250 million to $300 million over the balance of 2013. These factors will likely affect our plan benefit designs, market participation, growth prospects and earnings potential for our Medicare Advantage plans in 2014. 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 final guidance as to how this requirement will be calculated for Medicare Advantage plans.
On-going reductions to Medicare Advantage funding place continued importance on effective medical management and ongoing improvements in administrative efficiency. There are a number of adjustments we can and are making to partially offset the impacts of these rate reductions. For example, we seek to intensify our medical and operating cost management, make changes to the composition of our care provider network and the terms of our contracts with care providers, adjust members' benefits and decide on a county-by-county basis in which geographies to participate.
Our Medicare Advantage rates are currently enhanced by CMS quality bonuses in certain counties. Achieving high quality scores from CMS for improving upon specified clinical and operational performance standards will impact future quality bonuses. The expanded stars bonus program is set to expire after 2014. In 2015, quality bonus payments will only be paid to 4 and 5 star plans compared to current bonuses that are available to qualifying plans rated 3 stars or higher. For the 2014 payment year, based on scoring released by CMS in October 2012, approximately 60% of our current Medicare Advantage members are enrolled in plans that will be rated 3.5 stars or higher and approximately 10% are enrolled in plans that will be rated 4 stars or higher. Updated scores, to be released in October 2013, will determine what portion of our Medicare Advantage membership will reside in 4 or 5 star plans and qualify for quality bonus payments in 2015. Although we are dedicating substantial resources to improving our quality scores and star ratings, if we are unable to significantly increase the level of membership in plans with a rating of 4 stars or higher for the 2015 payment year, our 2015 results of operations and cash flows could be adversely impacted.
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 with the first quarter of 2012, our 2013 Medicare Advantage membership has increased by 445,000 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 Supplement and Medicare Part D 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 to each market participant based on the ratio of the 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, we have included the tax and other Health Reform Legislation cost factors, wherever possible, in our 2013 rate filings relating to 2014 rate periods and any related premium increases 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 that will be funded on a per capita basis from all commercial lines of business including insured and self-funded arrangements ($25

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billion over a three-year period beginning in 2014 of which $20 billion, subject to increases based on state decisions, will fund the state reinsurance pools and $5 billion funds the U.S. Treasury).
Commercial Rate Increase Review. The Health Reform Legislation requires the U.S. Department of Health and Human Services (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% and enacted a new rule requiring the production of information regarding any proposed rate increase (whether or not in excess of 10% annually). HHS review does 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.
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 and New York. Depending on the level of scrutiny of our proposed rate increases by the states and HHS, we may experience a broad range of potential business impacts. For example, it may become more difficult for us to price our commercial risk-based business consistent with expected underlying cost trends, leading to the risk of operating margin compression in the commercial health benefits business.
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 2013. We expect to respond and participate selectively in exchanges as they are introduced to the market. Our level of participation in state-based exchanges will be driven by how we assess each local market’s current and future prospects, including how the exchange and its rules are set up state-by-state and, our market position relative to others in the market. Our participation will likely evolve and change over time as the exchange markets mature. Exchanges will create new market dynamics that could impact our existing businesses, depending on the ultimate member migration patterns for each market, the pace of migration in the market and the impact of the migration on our established membership. For example, certain small employers may no longer offer health benefits to their employees.
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. In early 2013, HHS released new rules implementing key provisions of the Health Reform Legislation that address, among other matters: (1) adjusted community rating requirements, which will change how individual and small group plans are rated in many states and are expected to result in significant adjustments in some policyholders' rates; (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 in the individual market (e.g. member cost sharing requirements) and could also significantly impact rates for many individual and some small group policyholders. We are assessing the impact of these rules to the individual and small group marketplace and working with state regulators to complete rate filings and approvals as needed.

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RESULTS SUMMARY
The following table summarizes our consolidated results of operations and other financial information:
 
 
Three Months Ended March 31,
 
Increase/(Decrease)
(in millions, except percentages and per share data)
 
2013
 
2012
 
2013 vs. 2012
Revenues:
 
 
 
 
 
 
 
 
Premiums
 
$
27,274

 
$
24,631

 
$
2,643

 
11
%
Services
 
2,112

 
1,791

 
321

 
18

Products
 
751

 
688

 
63

 
9

Investment and other income
 
203

 
172

 
31

 
18

Total revenues
 
30,340

 
27,282

 
3,058

 
11

Operating costs:
 
 
 
 
 
 
 
 
Medical costs
 
22,569

 
19,939

 
2,630

 
13

Operating costs
 
4,614

 
4,096

 
518

 
13

Cost of products sold
 
682

 
634

 
48

 
8

Depreciation and amortization
 
336

 
296

 
40

 
14

Total operating costs
 
28,201

 
24,965

 
3,236

 
13

Earnings from operations
 
2,139

 
2,317

 
(178
)
 
(8
)
Interest expense
 
(178
)
 
(148
)
 
30

 
20

Earnings before income taxes
 
1,961

 
2,169

 
(208
)
 
(10
)
Provision for income taxes
 
(721
)
 
(781
)
 
(60
)
 
(8
)
Net earnings
 
1,240

 
1,388

 
(148
)
 
(11
)
Less earnings attributable to noncontrolling interest
 
(48
)
 

 
(48
)
 
nm

Net earnings attributable to UnitedHealth Group common shareholders
 
$
1,192

 
$
1,388

 
$
(196
)
 
(14
%)
Diluted earnings per share attributable to UnitedHealth Group common shareholders
 
$
1.16

 
$
1.31

 
$
(0.15
)
 
(11
%)
Medical care ratio (a)
 
82.7
%
 
81.0
%
 
1.7
 %
 
 
Operating cost ratio
 
15.2

 
15.0

 
0.2

 
 
Operating margin
 
7.1

 
8.5

 
(1.4
)
 
 
Tax rate
 
36.8

 
36.0

 
0.8

 
 
Net margin
 
4.1

 
5.1

 
(1.0
)
 
 
Return on equity (b)
 
15.2
%
 
19.4
%
 
(4.2
)%
 
 
nm= not meaningful
(a)
Medical care ratio is calculated as medical costs divided by premium revenue.
(b)
Return on equity is calculated as net earnings divided by average equity. Average equity is calculated using the equity balance at the end of the preceding year and the equity balances at the end of each of the quarters in the periods presented.
SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMS
The following represents a summary of select first quarter 2013 year-over-year operating comparisons to first quarter 2012 and other 2013 significant items.
Consolidated and UnitedHealthcare revenues both increased by 11%; Optum revenues grew 15%.
UnitedHealthcare medical enrollment grew by 6.4 million people, including 4.6 million people served in Brazil as a result of the fourth quarter of 2012 Amil acquisition and subsequent growth; Medicare Part D stand-alone membership increased by 470,000 people.
The consolidated medical care ratio of 82.7% increased 170 basis points.
Earnings from operations decreased 20% at UnitedHealthcare and increased 96% at Optum.
As of March 31, 2013, there was $3.0 billion of cash available for general corporate use, of which $1.5 billion was used in April 2013 for the Amil public equity tender and debt redemption.
First Quarter 2013 debt offerings amounted to $2.25 billion; $540 million of Amil debt was redeemed in March 2013.
UnitedHealthcare implemented the TRICARE contract April 1, 2013, adding 2.9 million military market beneficiaries.

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FIRST QUARTER 2013 RESULTS OF OPERATIONS COMPARED TO FIRST QUARTER 2012 RESULTS
Consolidated Financial Results
Revenues
The increases in revenues for the three months ended March 31, 2013 were primarily driven by 2012 acquisitions, growth in the number of individuals served and overall growth at Optum, partially offset by the conversion of 1.1 million risk-based members of our largest public sector client to a fee-based arrangement.
Medical Costs and Medical Care Ratio
Medical costs for the three months ended March 31, 2013 increased due to risk-based membership growth in our international and public and senior markets businesses, partially offset by the conversion of the large client discussed above. The medical care ratio for the three months ended March 31, 2013 increased primarily due to lower favorable development, the impact of favorable rebate true-ups in the first quarter of 2012 and Part D timing as the 2013 reclassification to an “Enhanced Plan” changed the seasonal medical care ratio pattern by shifting revenues to later in the year.
Favorable development was $280 million and $530 million for the three months ended March 31, 2013 and 2012, respectively. Lower than expected health system utilization levels were a significant driver in both periods. Our reserve development in the first quarter of 2013 also reflected comparatively greater stability in utilization patterns and consistency in operations processing performance.
Operating Costs
The increase in our operating costs for the three months ended March 31, 2013 was due to business growth, including the impact of the Amil acquisition and an increase in fee-based benefits and fee-based service revenues, which carry comparatively higher operating costs, as well as investments in TRICARE, which were partially offset by the Company’s on-going cost containment efforts.
Reportable Segments
We have four reportable segments across our two business platforms, UnitedHealthcare and Optum:
UnitedHealthcare, which includes UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement, UnitedHealthcare Community & State and UnitedHealthcare International;
OptumHealth;
OptumInsight; and
OptumRx.
See Note 9 of Notes to the Condensed Consolidated Financial Statements and Item 1, “Business” in our 2012 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 by OptumRx, certain product offerings and care management and integrated care delivery 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 March 31,
 
Increase/(Decrease)
(in millions, except percentages)
 
2013
 
2012
 
2013 vs. 2012
Revenues
 
 
 
 
 
 
 
 
UnitedHealthcare
 
$
28,279

 
$
25,533

 
$
2,746

 
11
%
OptumHealth
 
2,442

 
1,939

 
503

 
26

OptumInsight
 
773

 
671

 
102

 
15

OptumRx
 
5,196

 
4,721

 
475

 
10

Total Optum
 
8,411

 
7,331

 
1,080

 
15

Eliminations
 
(6,350
)
 
(5,582
)
 
(768
)
 
14

Consolidated revenues
 
$
30,340

 
$
27,282

 
$
3,058

 
11
%
Earnings from operations
 
 
 
 
 
 
 
 
UnitedHealthcare
 
$
1,644

 
$
2,065

 
$
(421
)
 
(20
)%
OptumHealth
 
226

 
92

 
134

 
146

OptumInsight
 
149

 
89

 
60

 
67

OptumRx
 
120

 
71

 
49

 
69

Total Optum
 
495

 
252

 
243

 
96

Consolidated earnings from operations
 
$
2,139

 
$
2,317

 
$
(178
)
 
(8
)%
Operating margin
 
 
 
 
 
 
 
 
UnitedHealthcare
 
5.8
%
 
8.1
%
 
(2.3
)%
 
 
OptumHealth
 
9.3

 
4.7

 
4.6

 
 
OptumInsight
 
19.3

 
13.3

 
6.0

 
 
OptumRx
 
2.3

 
1.5

 
0.8

 
 
Total Optum
 
5.9

 
3.4

 
2.5

 
 
Consolidated operating margin
 
7.1
%
 
8.5
%
 
(1.4
)%
 
 
UnitedHealthcare
The following table summarizes UnitedHealthcare revenue by business:
 
 
Three Months Ended March 31,
 
Increase/(Decrease)
(in millions, except percentages)
 
2013
 
2012
 
2013 vs. 2012
UnitedHealthcare Employer & Individual
 
$
11,089

 
$
11,646

 
$
(557
)
 
(5
)%
UnitedHealthcare Medicare & Retirement (a)
 
11,180

 
9,916

 
1,264

 
13

UnitedHealthcare Community & State (a)
 
4,438

 
3,940

 
498

 
13

UnitedHealthcare International
 
1,572

 
31

 
1,541

 
nm

Total UnitedHealthcare revenue
 
$
28,279

 
$
25,533

 
$
2,746

 
11
 %
nm= not meaningful
(a)
In the fourth quarter of 2012, UnitedHealthcare reclassified 75,000 dually eligible enrollees to UnitedHealthcare Community & State from UnitedHealthcare Medicare & Retirement. Earlier periods presented have been conformed to reflect this change.

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The following table summarizes the number of individuals served by our UnitedHealthcare businesses, by major market segment and funding arrangement:
 
 
March 31,
 
Increase/(Decrease)
(in thousands, except percentages)
 
2013
 
2012
 
2013 vs. 2012
Commercial risk-based
 
8,135

 
9,360

 
(1,225
)
 
(13
)%
Commercial fee-based
 
19,165

 
17,085

 
2,080

 
12

Total commercial
 
27,300

 
26,445

 
855

 
3

Medicare Advantage (a)
 
2,865

 
2,420

 
445

 
18

Medicaid (a)
 
3,895

 
3,665

 
230

 
6

Medicare Supplement (Standardized)
 
3,325

 
3,040

 
285

 
9

Total public and senior
 
10,085

 
9,125

 
960

 
11

International
 
4,630

 

 
4,630

 
nm

Total UnitedHealthcare - medical
 
42,015

 
35,570

 
6,445

 
18
 %
Supplemental Data:
 
 
 
 
 
 
 
 
Medicare Part D stand-alone
 
4,710

 
4,240

 
470

 
11
 %
nm= not meaningful
(a)
Earlier periods presented above have been recast such that all periods presented reflect the dually eligible enrollment change from Medicare Advantage to Medicaid discussed above.
Commercial risk-based membership decreased in the first quarter of 2013 primarily due to the conversion of 1.1 million risk-based members of our largest public sector client to a fee-based arrangement. The increase in fee-based commercial products was due to this conversion and to a number of new business awards and strong customer retention. Medicare Advantage participation increased due to solid execution in product design, marketing and local engagement, which drove sales growth, combined with the addition of 65,000 Medicare Advantage members from 2012 acquisitions. Medicaid growth was due to a combination of winning new state accounts and growth within existing state customers, partially offset by the first quarter 2013 divestiture of our Medicaid business in South Carolina and a fourth quarter 2012 market withdrawal from one product in Wisconsin, which combined affected 235,000 Medicaid beneficiaries. Medicare Supplement growth was due to strong retention and new sales. In our Medicare Part D stand-alone business, membership increased primarily as a result of our repositioning in the market. International represents commercial membership in Brazil added as a result of the Amil acquisition in 2012.
UnitedHealthcare’s revenue growth for the three months ended March 31, 2013 was primarily due to the impact of 2012 acquisitions and the growth in the number of individuals served, partially offset by the customer funding conversion discussed above, which represented more than $600 million in premium revenue in the first quarter of 2012.
UnitedHealthcare’s earnings from operations for three months ended March 31, 2013 decreased compared to the prior year primarily due to the factors that decreased 2012 medical costs and caused a year-over-year increase in the 2013 medical cost ratio described previously.
On April 1, 2013, UnitedHealthcare Military & Veterans began service under the TRICARE West Region Managed Care Support Contract. The administrative services contract for health care operations added 2.9 million people and includes a transition period and five one-year renewals at the government’s option.
Optum
Total revenues increased for the three months ended March 31, 2013 primarily due to broad-based organic growth across Optum’s services portfolio.
Optum’s earnings from operations and operating margin for the three months ended March 31, 2013 increased compared to 2012, reflecting continued fundamental execution and progress on Optum’s plan to accelerate growth and improve margins and productivity by strengthening integration and business alignment.

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The results by segment were as follows:
OptumHealth
Revenue increases at OptumHealth for the three months ended March 31, 2013 were primarily due to market expansion, including growth related to 2012 acquisitions in integrated care delivery, and organic growth.
Earnings from operations for the three months ended March 31, 2013 and operating margins increased compared to 2012 primarily due to revenue growth and productivity gains.
OptumInsight
Revenues at OptumInsight for the three months ended March 31, 2013 increased primarily due to expansion in government services and growth in provider compliance offerings.
The increases in earnings from operations and operating margins for the three months ended March 31, 2013 reflect increased revenues and continuing improvements in business alignment and efficiency.
OptumRx
The increases in OptumRx revenues for the three months ended March 31, 2013 were due to the insourcing of our commercial pharmacy benefit programs as described below and growth in both UnitedHealthcare’s Medicare Part D members and external membership.
OptumRx earnings from operations and operating margins for the three months ended March 31, 2013 increased primarily due to strong growth, pricing disciplines and further improvements in generic medication mix.
Over the course of 2013, we will continue to consolidate and manage our commercial pharmacy benefit programs from Express Scripts’ subsidiary, Medco Health Solutions, Inc. As a result of this transition, OptumRx expects to add approximately 12 million members throughout 2013. The successful movement of approximately one million new and migrating UnitedHealthcare commercial consumers occurred in the first quarter of 2013, with an additional two million members transitioning during April 2013.

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 jurisdictions. These standards, among other things, require these subsidiaries to maintain specified levels of statutory capital, as defined by each jurisdiction, and restrict the timing and amount of dividends and other distributions that may be paid to their parent companies. In the United States, most of these regulations and standards are generally consistent with model regulations established by the National Association of Insurance Commissioners. 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 may 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 2013, based on the 2012 statutory net income and statutory capital and surplus levels, the maximum amount of ordinary dividends which could be paid by our U.S. regulated subsidiaries to their parent companies was $4.3 billion.
For the three months ended March 31, 2013, our regulated subsidiaries paid their parent companies dividends of $1.2 billion, including $110 million of extraordinary dividends. For the twelve months ended December 31, 2012, our regulated subsidiaries paid their parent companies dividends of $4.9 billion, including $1.2 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 facilities, further strengthen our operating and

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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
 
 
Three Months Ended March 31,
 
Increase/(Decrease)
(in millions)
 
2013
 
2012
 
2013 vs. 2012
Sources of cash:
 
 
 
 
 
 
Cash provided by operating activities
 
$
1,053

 
$
3,586

 
$
(2,533
)
Proceeds from issuances of long-term debt and commercial paper, net of repayments
 
1,288

 
1,239

 
49

Proceeds from customer funds administered
 
962

 
1,137

 
(175
)
Proceeds from common stock issuances
 
116

 
257

 
(141
)
Total sources of cash
 
3,419

 
6,219

 


Uses of cash:
 
 
 
 
 
 
Common stock repurchases
 
(543
)
 
(991
)
 
448

Cash paid for acquisitions, net of cash assumed and dispositions
 
(234
)
 
(1,935
)
 
1,701

Purchases of investments, net of sales and maturities
 
(347
)
 
(194
)
 
(153
)
Purchases of property, equipment and capitalized software
 
(323
)
 
(269
)
 
(54
)
Cash dividends paid
 
(216
)
 
(168
)
 
(48
)
Other
 
(104
)
 
(430
)
 
326

Total uses of cash
 
(1,767
)
 
(3,987
)
 


Effect of exchange rate changes on cash and cash equivalents
 
(20
)
 

 
(20
)
Net increase in cash
 
$
1,632

 
$
2,232

 
$
(600
)
2013 Cash Flows Compared to 2012 Cash Flows
Cash flows from operating activities for 2013 decreased $2.5 billion due to the 2012 operating cash flows being favorably impacted by the early receipt of the $2.5 billion April 2012 CMS payment in March of 2012.
Cash flows used for investing activities decreased $1.5 billion primarily due to decreased investments in acquisitions, partially offset by increased purchases of investments.
Cash flows from financing activities increased $459 million primarily due to decreased common stock repurchases.
Financial Condition
As of March 31, 2013, our cash, cash equivalent and available-for-sale investment balances of $30.2 billion included $10.0 billion of cash and cash equivalents (of which $3.0 billion was available for general corporate use, with $1.5 billion subsequently used in April 2013 for the Amil public equity tender and debt redemption), $19.5 billion of debt securities and $726 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 $271 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 bank credit facilities, reduce the need to sell investments during adverse market conditions. See Note 3 of Notes to the Condensed Consolidated Financial Statements for further detail on our fair value measurements and see below for further detail on the Amil equity tender.
Our cash equivalent and investment portfolio had a weighted-average duration of 2.1 years and a weighted-average credit rating of “AA” as of March 31, 2013. Included in the debt securities balance was $1.8 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 March 31, 2013. We do not have any significant exposure to any single guarantor (neither indirect through the guarantees, nor direct through investment in the guarantor).

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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 facilities described below. As of March 31, 2013, we had $1.7 billion of commercial paper outstanding at a weighted-average annual interest rate of 0.3%.
Bank Credit Facilities. We have $3.0 billion five-year and $1.0 billion 364-day revolving bank credit facilities with 21 banks, which mature in November 2017 and November 2013, respectively. These facilities provide liquidity support for our $4.0 billion commercial paper program and are available for general corporate purposes. There were no amounts outstanding under these facilities as of March 31, 2013. The interest rates on borrowings are variable depending on term and are calculated based on the LIBOR plus a credit spread based on our senior unsecured credit ratings. As of March 31, 2013, the annual interest rates on the $3.0 billion and $1.0 billion bank credit facilities, had they been drawn, would have ranged from 1.0% to 1.2% and 1.0% to 1.3%, respectively.
Our bank credit facilities contain various covenants, including requiring us to maintain a debt to debt-plus-equity ratio of not more than 50%. Our debt to debt-plus-equity ratio, calculated as the sum of debt divided by the sum of debt and shareholders’ equity, which reasonably approximates the actual covenant ratio, was 36.2% as of March 31, 2013. We were in compliance with our debt covenants as of March 31, 2013.
Long-term Debt. Periodically, we access capital markets and issue long-term debt for general corporate purposes, for example, to meet our working capital requirements, to refinance debt, to finance acquisitions or for share repurchases.
In February 2013, we issued $2.25 billion in senior unsecured notes, which included: $250 million of floating-rate notes due August 2014, $500 million of 1.625% fixed-rate notes due March 2019, $750 million of 2.875% fixed-rate notes due March 2023 and $750 million of 4.250% fixed-rate notes due March 2043.
In March and April 2013, we redeemed all of our outstanding subsidiary variable-rate debt for $619 million.
Credit Ratings. Our credit ratings at March 31, 2013 were as follows:
  
Moody’s
  
Standard & Poor’s
  
Fitch
  
A.M. Best
 
Ratings
  
Outlook
  
Ratings
  
Outlook
  
Ratings
  
Outlook
  
Ratings
  
Outlook
Senior unsecured debt
A3
  
Negative
  
A
  
Stable
  
A-
  
Stable
  
bbb+
  
Stable
Commercial paper
P-2
  
n/a
  
A-1
  
n/a
  
F1
  
n/a
  
AMB-2
  
n/a
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.
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 our share repurchase program with an authorization to repurchase up to 110 million shares of our common stock. As of March 31, 2013, we had Board authorization to purchase up to an additional 75 million shares of our common stock.
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. 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.
Amil Tender Offer. In April 2013, we completed a tender offer for publicly traded shares of Amil in which we acquired an additional 25% of the total outstanding shares of Amil for $1.4 billion. After the tender offer, 1% of Amil's total outstanding shares remain publicly traded. We expect to acquire all of the remaining Amil public shares in the second quarter of 2013 as permitted under applicable Brazilian law.

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CONTRACTUAL OBLIGATIONS AND COMMITMENTS
A summary of future obligations under our various contractual obligations and commitments as of December 31, 2012 was disclosed in our 2012 10-K. During the three months ended March 31, 2013 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.
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 Condensed 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 2012 10-K. As of March 31, 2013, our critical accounting policies have not changed from those described in our 2012 10-K. For a detailed discussion of our significant accounting policies, see Note 2 of Notes to the Consolidated Financial Statements in our 2012 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 March 31, 2013, 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 March 31, 2013, 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,” “forecast,” “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 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; 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, including sequestration; uncertainties regarding changes in Medicare, including

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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; increases in costs and other liabilities associated with increased litigation, government investigations, audits or reviews; failure to complete or receive anticipated benefits of acquisitions and other strategic transactions, including the Amil acquisition; 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; 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; 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 2012 10-K. Any or all forward-looking statements we make may turn out to be wrong, and 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, (b) foreign currency exchange rate risk of the U.S. dollar primarily to the Brazilian real and (c) changes in equity prices that impact the value of our equity investments.
As of March 31, 2013, we had $11.2 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, $7.5 billion of our debt and deposit liabilities as of March 31, 2013 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 March 31, 2013, $19.1 billion of our investments were fixed-rate debt securities and $14.1 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.
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.

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The following table summarizes the impact of hypothetical changes in market interest rates across the entire yield curve by 1% or 2% as of March 31, 2013 on our investment income and interest expense per annum, and the fair value of our investments and debt (in millions, except percentages):
 
 
March 31, 2013
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 %
 
$
224

 
$
150

 
$
(1,333
)
 
$
(2,451
)
1
 
112

 
75

 
(676
)
 
(1,330
)
(1)
 
(50
)
 
(16
)
 
565

 
1,552

(2)
 
nm

 
nm

 
791

 
3,177

nm = not meaningful
(a)
Given the low absolute level of short-term market rates on our floating-rate assets and liabilities as of March 31, 2013, 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 March 31, 2013, 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.
With the Amil acquisition, we have an exposure to changes in the value of the Brazilian real to the U.S. dollar in translation of Amil’s operating results at the average exchange rate over the accounting period, and Amil’s assets and liabilities at the spot rate at the end of the accounting period. The gains or losses resulting from translating foreign currency financial statements into U.S. dollars are included in shareholders’ equity and comprehensive income.
An appreciation of the U.S. dollar against the Brazilian real reduces the carrying value of the net assets denominated in Brazilian real. For example, as of March 31, 2013, a hypothetical 10% increase in the value of the U.S. dollar against the Brazilian real would cause a reduction in net assets of $520 million. We manage exposure to foreign currency risk by conducting our international business operations primarily in their functional currencies. We have funded certain cash needs of Amil through intercompany notes. At March 31, 2013, we had currency swaps with a total notional amount of $256 million hedging the U.S. dollar to the Brazilian real to provide a cash flow hedge on the principal amount of the intercompany notes to Amil.
As of March 31, 2013, we had $726 million of investments in equity securities, including employee savings plan related investments of $367 million 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 March 31, 2013. 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 March 31, 2013.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2013 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 8 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 2012 10-K, which could materially affect our business, financial condition or future results. The risks
described in our 2012 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 2012 10-K.
ITEM 2.    UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities (a)
First Quarter 2013
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)
January 31, 2013
 
6

 
$
55

 
6

 
79

February 28, 2013
 
1

 
55

 
1

 
78

March 31, 2013
 
3

 
55

 
3

 
75

Total
 
10

  
$
55

 
10

 
 
 
(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.
ITEM 5.    OTHER INFORMATION
On May 1, 2013, Lori Sweere advised the Company that she will step down from her role as Executive Vice President, Human Capital of the Company effective June 1, 2013. Ms. Sweere has agreed to remain with the Company for a period of several months to facilitate transition. Effective June 1, 2013, and in recognition of her changed responsibilities, Ms. Sweere's annual base salary will be reduced to $500,000, and she will continue to receive benefits for which she is currently eligible.


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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 March 31, 2013 filed on May 6, 2013, 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:
May 6, 2013
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:
May 6, 2013
David S. Wichmann
 
  
 
 
 
 
/S/    ERIC S. RANGEN
 
Senior Vice President and
Chief Accounting Officer
(principal accounting officer)
Dated:
May 6, 2013
Eric S. Rangen
 
  
 


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EXHIBIT INDEX*
 
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 March 31, 2013 filed on May 6, 2013, 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