UNH Q1 2017 10-Q

Unitedhealth Group Inc (UNH) SEC Quarterly Report (10-Q) for Q2 2017

UNH Q3 2017 10-Q
UNH Q1 2017 10-Q UNH Q3 2017 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 JUNE 30, 2017

or

[ ]

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)

 __________________________________________________________ 

Delaware

41-1321939

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

UnitedHealth Group Center

9900 Bren Road East

Minnetonka, Minnesota

55343

(Address of principal executive offices)

(Zip Code)

(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 [ ]

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 [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act:

Large accelerated filer

[X]

Accelerated filer

[ ]

Non-accelerated filer

[ ]

Smaller reporting company

[ ]

Emerging growth company

[ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes [ ] No [X]

As of July 31, 2017, there were 966,859,926 shares of the registrant's Common Stock, $.01 par value per share, issued and outstanding.


UNITEDHEALTH GROUP

Table of Contents

Page

Part I. Financial Information

Item 1.

Financial Statements (unaudited)

1

Condensed Consolidated Balance Sheets as of June 30, 2017 and December 31, 2016

1

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2017 and 2016

2

Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2017 and 2016

3

Condensed Consolidated Statements of Changes in Equity for the Six Months Ended June 30, 2017 and 2016

4

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2017 and 2016

5

Notes to the Condensed Consolidated Financial Statements

6

1.

Basis of Presentation

6

2.

Investments

8

3.

Fair Value

9

4.

Other Current Receivables

11

5.

Medical Costs Payable

11

6.

Commercial Paper and Long-Term Debt

12

7.

Shareholders' Equity

13

8.

Commitments and Contingencies

13

9.

Segment Financial Information

14

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

16

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

24

Item 4.

Controls and Procedures

24

Part II. Other Information

Item 1.

Legal Proceedings

24

Item 1A.

Risk Factors

24

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

25

Item 6.

Exhibits

25

Signatures

26




PART I

ITEM 1.    FINANCIAL STATEMENTS

UnitedHealth Group

Condensed Consolidated Balance Sheets

(Unaudited)

(in millions, except per share data)

June 30,
2017

December 31,
2016

Assets

Current assets:

Cash and cash equivalents

$

14,582


$

10,430


Short-term investments

3,388


2,845


Accounts receivable, net

10,538


8,152


Other current receivables, net

7,232


7,499


Assets under management

2,977


3,105


Prepaid expenses and other current assets

2,522


1,848


Total current assets

41,239


33,879


Long-term investments

26,397


23,868


Property, equipment and capitalized software, net

6,324


5,901


Goodwill

52,498


47,584


Other intangible assets, net

8,338


8,541


Other assets

3,301


3,037


Total assets

$

138,097


$

122,810


Liabilities, redeemable noncontrolling interests and equity

Current liabilities:

Medical costs payable

$

17,710


$

16,391


Accounts payable and accrued liabilities

14,514


13,361


Commercial paper and current maturities of long-term debt

5,739


7,193


Unearned revenues

6,115


1,968


Other current liabilities

13,043


10,339


Total current liabilities

57,121


49,252


Long-term debt, less current maturities

26,197


25,777


Future policy benefits

2,521


2,524


Deferred income taxes

2,844


2,761


Other liabilities

2,421


2,307


Total liabilities

91,104


82,621


Commitments and contingencies (Note 8)





Redeemable noncontrolling interests

1,657


2,012


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; 965 and 952 issued and outstanding

10


10


Additional paid-in capital

1,661


-


Retained earnings

44,081


40,945


Accumulated other comprehensive loss

(2,591

)

(2,681

)

Nonredeemable noncontrolling interest

2,175


(97

)

Total equity

45,336


38,177


Total liabilities, redeemable noncontrolling interests and equity

$

138,097


$

122,810



See Notes to the Condensed Consolidated Financial Statements


1

Table of Contents


UnitedHealth Group

Condensed Consolidated Statements of Operations

(Unaudited)

Three Months Ended June 30,

Six Months Ended

June 30,

(in millions, except per share data)

2017

2016

2017

2016

Revenues:

Premiums

$

39,585


$

36,413


$

78,523


$

71,224


Products

6,415


6,610


12,544


13,003


Services

3,797


3,269


7,231


6,409


Investment and other income

256


193


478


376


Total revenues

50,053


46,485


98,776


91,012


Operating costs:

Medical costs

32,549


29,872


64,628


58,302


Operating costs

7,328


6,793


14,350


13,551


Cost of products sold

5,889


6,106


11,565


11,983


Depreciation and amortization

556


511


1,089


1,013


Total operating costs

46,322


43,282


91,632


84,849


Earnings from operations

3,731


3,203


7,144


6,163


Interest expense

(301

)

(271

)

(584

)

(530

)

Earnings before income taxes

3,430


2,932


6,560


5,633


Provision for income taxes

(1,080

)

(1,172

)

(2,019

)

(2,246

)

Net earnings

2,350


1,760


4,541


3,387


Earnings attributable to noncontrolling interests

(66

)

(6

)

(85

)

(22

)

Net earnings attributable to UnitedHealth Group common shareholders

$

2,284


$

1,754


$

4,456


$

3,365


Earnings per share attributable to UnitedHealth Group common shareholders:

Basic

$

2.37


$

1.84


$

4.65


$

3.53


Diluted

$

2.32


$

1.81


$

4.55


$

3.48


Basic weighted-average number of common shares outstanding

964


951


959


952


Dilutive effect of common share equivalents

21


16


21


15


Diluted weighted-average number of common shares outstanding

985


967


980


967


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

8


1


9


4


Cash dividends declared per common share

$

0.750


$

0.625


$

1.375


$

1.125



See Notes to the Condensed Consolidated Financial Statements


2

Table of Contents



UnitedHealth Group

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


Three Months Ended June 30,

Six Months Ended June 30,

(in millions)

2017

2016

2017

2016

Net earnings

$

2,350


$

1,760


$

4,541


$

3,387


Other comprehensive (loss) income:

Gross unrealized gains on investment securities during the period

170


234


269


494


Income tax effect

(62

)

(84

)

(94

)

(180

)

Total unrealized gains, net of tax

108


150


175


314


Gross reclassification adjustment for net realized gains included in net earnings

(20

)

(36

)

(41

)

(71

)

Income tax effect

7


13


15


26


Total reclassification adjustment, net of tax

(13

)

(23

)

(26

)

(45

)

Total foreign currency translation (losses) gains

(239

)

474


(59

)

862


Other comprehensive (loss) income

(144

)

601


90


1,131


Comprehensive income

2,206


2,361


4,631


4,518


Comprehensive income attributable to noncontrolling interests

(66

)

(6

)

(85

)

(22

)

Comprehensive income attributable to UnitedHealth Group common shareholders

$

2,140


$

2,355


$

4,546


$

4,496



See Notes to the Condensed Consolidated Financial Statements


3

Table of Contents


UnitedHealth Group

Condensed Consolidated Statements of Changes in Equity

(Unaudited)

Common Stock

Additional Paid-In Capital

Retained Earnings

Accumulated Other Comprehensive (Loss)

Income

Nonredeemable Noncontrolling Interest

Total

Equity

(in millions)

Shares

Amount

Net Unrealized (Losses) Gains on Investments

Foreign Currency Translation (Losses) Gains

Balance at January 1, 2017

952


$

10


$

-


$

40,945


$

(97

)

$

(2,584

)

$

(97

)

$

38,177


Net earnings

4,456


63


4,519


Other comprehensive income (loss)

149


(59

)

90


Issuances of common stock,
and related tax effects

19


-


1,969


1,969


Share-based compensation

326


326


Common share repurchases

(6

)

-


(1,045

)



(1,045

)

Cash dividends paid on common shares

(1,320

)

(1,320

)

 Redeemable noncontrolling interests fair value and other adjustments

411


411


Acquisition of nonredeemable noncontrolling interest

2,265


2,265


Distribution to nonredeemable noncontrolling interest

(56

)

(56

)

Balance at June 30, 2017

965


$

10


$

1,661


$

44,081


$

52


$

(2,643

)

$

2,175


$

45,336


Balance at January 1, 2016

953


$

10


$

29


$

37,125


$

56


$

(3,390

)

$

(105

)

$

33,725


Adjustment to adopt ASU 2016-09

28


28


Net earnings

3,365


22


3,387


Other comprehensive income

269


862


1,131


Issuances of common stock,

 and related tax effects

6


-


76


76


Share-based compensation

249


249


Common share repurchases

(8

)

-


(112

)

(868

)

(980

)

Cash dividends paid on common shares

(1,071

)

(1,071

)

Acquisition of redeemable noncontrolling interest shares

(139

)

(139

)

Redeemable noncontrolling interests fair value and other adjustments

(103

)

(103

)

Distribution to nonredeemable noncontrolling interest

(16

)

(16

)

Balance at June 30, 2016

951


$

10


$

-


$

38,579


$

325


$

(2,528

)

$

(99

)

$

36,287




See Notes to the Condensed Consolidated Financial Statements


4

Table of Contents


UnitedHealth Group

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Six Months Ended

June 30,

(in millions)

2017

2016

Operating activities

Net earnings

$

4,541


$

3,387


Noncash items:

Depreciation and amortization

1,089


1,013


Deferred income taxes

(200

)

(141

)

Share-based compensation

332


262


Other, net

111


(20

)

Net change in other operating items, net of effects from acquisitions and changes in AARP balances:

Accounts receivable

(2,185

)

(2,638

)

Other assets

(1,520

)

(2,052

)

Medical costs payable

1,095


2,099


Accounts payable and other liabilities

1,221


2,686


Unearned revenues

4,143


(595

)

Cash flows from operating activities

8,627


4,001


Investing activities

Purchases of investments

(6,944

)

(8,975

)

Sales of investments

2,086


3,421


Maturities of investments

2,776


1,973


Cash paid for acquisitions, net of cash assumed

(704

)

(2,035

)

Purchases of property, equipment and capitalized software

(925

)

(813

)

Other, net

55


16


Cash flows used for investing activities

(3,656

)

(6,413

)

Financing activities

Common share repurchases

(1,045

)

(980

)

Cash dividends paid

(1,320

)

(1,071

)

Proceeds from common stock issuances

391


254


Proceeds from issuance of long-term debt

1,342


2,485


Repayments of long-term debt

(2,117

)

(1,601

)

(Repayments of) proceeds from commercial paper, net

(1,396

)

124


Customer funds administered

3,899


1,039


Other, net

(566

)

(609

)

Cash flows used for financing activities

(812

)

(359

)

Effect of exchange rate changes on cash and cash equivalents

(7

)

65


Increase (decrease) in cash and cash equivalents

4,152


(2,706

)

Cash and cash equivalents, beginning of period

10,430


10,923


Cash and cash equivalents, end of period

$

14,582


$

8,217


Supplemental Schedule of Noncash Investing Activities

Common stock issued for acquisition

$

1,867


$

-



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 and Significant Accounting Policies

UnitedHealth Group Incorporated (individually and together with its subsidiaries, "UnitedHealth Group" and "the Company") is a diversified health and well-being company dedicated to helping people live healthier lives and helping to make the health system work better for everyone. Through its diversified family of businesses, the Company leverages core competencies in advanced, enabling technology; health care data, information and intelligence; and clinical care management and coordination to help meet the demands of the health system. These core competencies are deployed within the Company's two distinct, but strategically aligned, business platforms: health benefits operating under UnitedHealthcare and health services operating under Optum.

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 year-end condensed consolidated balance sheet 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 Part II, Item 8, "Financial Statements" in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 as filed with the SEC ( 2016 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 estimates and judgments for medical costs payable and revenues, valuation and impairment analysis of goodwill and other intangible assets and valuations of certain investments. Certain of 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 change in estimates is included in earnings in the period in which the estimate is adjusted.

Revenues

The Company's revenues include premium, product, and service revenues. Service revenues include net patient service revenues that are recorded based upon established billing rates, less allowances for contractual adjustments, and are recognized as services are provided. For more information about the Company's revenues, see Notes 2 and 13 of Notes to the Consolidated Financial Statements in Part II, Item 8, "Financial Statements" in the 2016 10-K. See Note 9 for disaggregation of revenue by segment and type.

As of June 30, 2017 , accounts receivables related to products and services were $3.4 billion . For the three and six months ended June 30, 2017 , the Company had no material bad-debt expense and there were no material contract assets, contract liabilities or deferred contract costs recorded on the Condensed Consolidated Balance Sheet as of June 30, 2017 .

For the three and six months ended June 30, 2017 , revenue recognized from performance obligations related to prior periods (for example, due to changes in transaction price), was not material.

Revenue expected to be recognized in any future year related to remaining performance obligations, excluding revenue pertaining to contracts that have an original expected duration of one year or less, contracts where revenue is recognized as invoiced and contracts with variable consideration related to undelivered performance obligations, is not material.

Health Insurance Industry Tax

The Patient Protection and Affordable Care Act (ACA) included an annual, nondeductible insurance industry tax (Health Insurance Industry Tax) to be levied proportionally across the insurance industry for risk-based health insurance products. A provision in the 2016 Federal Budget imposed a one year moratorium for 2017 on the collection of the Health Insurance Industry Tax. The Company has experienced a lower effective income tax rate in 2017 as compared to 2016 primarily due to the moratorium.

The remainder of the accounting policies disclosed in Note 2 of Notes to the Consolidated Financial Statements in Part II, Item 8, "Financial Statements" in the 2016 10-K remain unchanged.


6

Table of Contents


Recently Issued Accounting Standards

In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2016-02, "Leases (Topic 842)" (ASU 2016-02). Under ASU 2016-02, an entity will be required to recognize assets and liabilities for the rights and obligations created by leases on the entity's balance sheet for both finance and operating leases. For leases with a term of 12 months or less, an entity can elect to not recognize lease assets and lease liabilities and expense the lease over a straight-line basis for the term of the lease. ASU 2016-02 will require new disclosures that depict the amount, timing and uncertainty of cash flows pertaining to an entity's leases. Companies are required to adopt the new standard using a modified retrospective approach for annual and interim periods beginning after December 15, 2018. Early adoption of ASU 2016-02 is permitted. When adopted, the Company does not expect ASU 2016-02 to have a material impact on its results of operations, equity or cash flows. The impact of ASU 2016-02 on the Company's consolidated financial position will be based on leases outstanding at the time of adoption.

In January 2016, the FASB issued ASU 2016-01, "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities" (ASU 2016-01). The new guidance changes the current accounting related to (i) the classification and measurement of certain equity investments, (ii) the presentation of changes in the fair value of financial liabilities measured under the fair value option that are due to instrument-specific credit risk, and (iii) certain disclosures associated with the fair value of financial instruments. Most notably, ASU 2016-01 requires that equity investments, with certain exemptions, be measured at fair value with changes in fair value recognized in net income as opposed to other comprehensive income. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2017. As of June 30, 2017 , based on equity securities held, the Company does not expect ASU 2016-01 to have a material impact on its consolidated financial position, results of operations, equity or cash flows. The Company will continue to evaluate any changes in its mix of investments or market conditions and the related impact of ASU 2016-01.

Recently Adopted Accounting Standards

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" as modified by subsequently issued ASUs 2015-14, 2016-08, 2016-10, 2016-12 and 2016-20 (collectively ASU 2014-09). ASU 2014-09 superseded existing revenue recognition standards with a single model unless those contracts are within the scope of other standards (e.g., an insurance entity's insurance contracts). The revenue recognition principle in ASU 2014-09 is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company early adopted the new standard effective January 1, 2017, as allowed, using the modified retrospective approach. A significant majority of the Company's revenues are not subject to the new guidance. The adoption of ASU 2014-09 did not have a material impact on the Company's consolidated financial position, results of operations, equity or cash flows as of the adoption date or for the six months ended June 30, 2017 . The Company has included the disclosures required by ASU 2014-09 above.

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.


7

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

June 30, 2017

Debt securities - available-for-sale:

U.S. government and agency obligations

$

2,557


$

3


$

(23

)

$

2,537


State and municipal obligations

6,771


106


(27

)

6,850


Corporate obligations

12,402


75


(30

)

12,447


U.S. agency mortgage-backed securities

3,629


10


(34

)

3,605


Non-U.S. agency mortgage-backed securities

995


5


(5

)

995


Total debt securities - available-for-sale

26,354


199


(119

)

26,434


Equity securities

2,165


42


(40

)

2,167


Debt securities - held-to-maturity:

U.S. government and agency obligations

256


1


-


257


State and municipal obligations

5


-


-


5


Corporate obligations

295


-


-


295


Total debt securities - held-to-maturity

556


1


-


557


Total investments

$

29,075


$

242


$

(159

)

$

29,158


December 31, 2016

Debt securities - available-for-sale:

U.S. government and agency obligations

$

2,294


$

1


$

(31

)

$

2,264


State and municipal obligations

7,120


40


(101

)

7,059


Corporate obligations

10,944


41


(58

)

10,927


U.S. agency mortgage-backed securities

2,963


7


(43

)

2,927


Non-U.S. agency mortgage-backed securities

1,009


3


(10

)

1,002


Total debt securities - available-for-sale

24,330


92


(243

)

24,179


Equity securities

2,036


52


(47

)

2,041


Debt securities - held-to-maturity:

U.S. government and agency obligations

250


1


-


251


State and municipal obligations

5


-


-


5


Corporate obligations

238


-


-


238


Total debt securities - held-to-maturity

493


1


-


494


Total investments

$

26,859


$

145


$

(290

)

$

26,714


The amortized cost and fair value of debt securities as of June 30, 2017 , by contractual maturity, were as follows:

Available-for-Sale

Held-to-Maturity

(in millions)

Amortized

Cost

Fair

Value

Amortized
Cost

Fair
Value

Due in one year or less

$

3,500


$

3,500


$

167


$

168


Due after one year through five years

9,979


10,007


126


126


Due after five years through ten years

6,199


6,251


116


116


Due after ten years

2,052


2,076


147


147


U.S. agency mortgage-backed securities

3,629


3,605


-


-


Non-U.S. agency mortgage-backed securities

995


995


-


-


Total debt securities

$

26,354


$

26,434


$

556


$

557



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

June 30, 2017

Debt securities - available-for-sale:

U.S. government and agency obligations

$

2,079


$

(23

)

$

-


$

-


$

2,079


$

(23

)

State and municipal obligations

2,441


(27

)

-


-


2,441


(27

)

Corporate obligations

4,294


(28

)

43


(2

)

4,337


(30

)

U.S. agency mortgage-backed securities

2,159


(32

)

72


(2

)

2,231


(34

)

Non-U.S. agency mortgage-backed securities

428


(4

)

13


(1

)

441


(5

)

Total debt securities - available-for-sale

$

11,401


$

(114

)

$

128


$

(5

)

$

11,529


$

(119

)

Equity securities

$

73


$

(4

)

$

100


$

(36

)

$

173


$

(40

)

December 31, 2016

Debt securities - available-for-sale:

U.S. government and agency obligations

$

1,794


$

(31

)

$

-


$

-


$

1,794


$

(31

)

State and municipal obligations

4,376


(101

)

-


-


4,376


(101

)

Corporate obligations

5,128


(56

)

137


(2

)

5,265


(58

)

U.S. agency mortgage-backed securities

2,247


(40

)

79


(3

)

2,326


(43

)

Non-U.S. agency mortgage-backed securities

544


(7

)

97


(3

)

641


(10

)

Total debt securities - available-for-sale

$

14,089


$

(235

)

$

313


$

(8

)

$

14,402


$

(243

)

Equity securities

$

93


$

(5

)

$

91


$

(42

)

$

184


$

(47

)

The Company's unrealized losses from all securities as of June 30, 2017 were generated from 10,000 positions out of a total of 28,000 positions. The Company believes that it will collect the principal and interest due on its debt securities 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 quality 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 no significant deterioration since purchase. As of June 30, 2017 , the Company did not have the intent to sell any of the securities in an unrealized loss position. Therefore, the Company believes these losses to be temporary.

The Company's investments in equity securities consist of investments in Brazilian real denominated fixed-income funds, employee savings plan related investments, venture capital funds, and dividend paying stocks. The Company evaluated its investments in equity securities for severity and duration of unrealized loss, overall market volatility and other market factors. Additionally, as of June 30, 2017 , the Company's investments included $628 million in equity method investments.

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.

For a description of the methods and assumptions that are used to estimate the fair value and determine the fair value hierarchy classification of each class of financial instrument, see Note 4 of Notes to the Consolidated Financial Statements in Part II, Item 8, "Financial Statements" in the 2016 10-K.


9

Table of Contents


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:

(in millions)

Quoted Prices

in Active

Markets

(Level 1)

Other

Observable

Inputs

(Level 2)

Unobservable

Inputs

(Level 3)

Total

Fair and Carrying

Value

June 30, 2017

Cash and cash equivalents

$

14,533


$

49


$

-


$

14,582


Debt securities - available-for-sale:

U.S. government and agency obligations

2,274


263


-


2,537


State and municipal obligations

-


6,850


-


6,850


Corporate obligations

55


12,273


119


12,447


U.S. agency mortgage-backed securities

-


3,605


-


3,605


Non-U.S. agency mortgage-backed securities

-


995


-


995


Total debt securities - available-for-sale

2,329


23,986


119


26,434


Equity securities

1,707


13


447


2,167


Assets under management

968


2,009


-


2,977


Interest rate swap assets

-


60


-


60


Total assets at fair value


$

19,537


$

26,117


$

566


$

46,220


Percentage of total assets at fair value

42

%

57

%

1

%

100

%

Interest rate swap liabilities

$

-


$

11


$

-


$

11


December 31, 2016

Cash and cash equivalents

$

10,386


$

44


$

-


$

10,430


Debt securities - available-for-sale:

U.S. government and agency obligations

2,017


247


-


2,264


State and municipal obligations

-


7,059


-


7,059


Corporate obligations

21


10,804


102


10,927


U.S. agency mortgage-backed securities

-


2,927


-


2,927


Non-U.S. agency mortgage-backed securities

-


1,002


-


1,002


Total debt securities - available-for-sale

2,038


22,039


102


24,179


Equity securities

1,591


13


437


2,041


Assets under management

1,064


2,041


-


3,105


Interest rate swap assets

-


55


-


55


Total assets at fair value

$

15,079


$

24,192


$

539


$

39,810


Percentage of total assets at fair value

38

%

61

%

1

%

100

%

Interest rate swap liabilities

$

-


$

14


$

-


$

14


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 the six months ended June 30, 2017 or 2016 .


10

Table of Contents


The following table presents a summary of fair value measurements by level and carrying values for certain financial instruments not measured at fair value on a recurring basis in the Condensed Consolidated Balance Sheets:

(in millions)

Quoted Prices

in Active

Markets

(Level 1)

Other

Observable

Inputs

(Level 2)

Unobservable

Inputs

(Level 3)

Total

Fair

Value

Total Carrying Value

June 30, 2017

Debt securities - held-to-maturity:

U.S. government and agency obligations

$

254


$

3


$

-


$

257


$

256


State and municipal obligations

-


-


5


5


5


Corporate obligations

16


2


277


295


295


Total debt securities - held-to-maturity

$

270


$

5


$

282


$

557


$

556


Other assets

$

-


$

474


$

-


$

474


$

472


Long-term debt and other financing obligations

$

-


$

32,289


$

-


$

32,289


$

29,682


December 31, 2016

Debt securities - held-to-maturity:

U.S. government and agency obligations

$

251


$

-


$

-


$

251


$

250


State and municipal obligations

-


-


5


5


5


Corporate obligations

20


8


210


238


238


Total debt securities - held-to-maturity

$

271


$

8


$

215


$

494


$

493


Other assets

$

-


$

476


$

-


$

476


$

471


Long-term debt and other financing obligations

$

-


$

31,295


$

-


$

31,295


$

29,337


Nonfinancial 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 six months ended June 30, 2017 or 2016 .

4.    Other Current Receivables

The Company's pharmacy care services businesses contract with pharmaceutical manufacturers, some of which provide rebates based on use of the manufacturers' products by the Company's clients. As of June 30, 2017 and December 31, 2016 , total pharmaceutical manufacturer rebates receivable included in other receivables in the Condensed Consolidated Balance Sheets amounted to $4.2 billion and $3.3 billion , respectively. See Note 2 of Notes to the Consolidated Financial Statements in Part II, Item 8, "Financial Statements" in the 2016 10-K for more information on the Company's pharmaceutical manufacturer rebates.

5.    Medical Costs Payable

The following table shows the components of the change in medical costs payable for the six months ended June 30:

(in millions)

2017

2016

Medical costs payable, beginning of period

$

16,391


$

14,330


Acquisitions

76


-


Reported medical costs:

Current year

65,208


58,602


Prior years

(580

)

(300

)

Total reported medical costs

64,628


58,302


Medical payments:

Payments for current year

(49,673

)

(43,476

)

Payments for prior years

(13,712

)

(12,524

)

Total medical payments

(63,385

)

(56,000

)

Medical costs payable, end of period

$

17,710


$

16,632


For the six months ended June 30, 2017 and 2016 the medical cost reserve development included no individual factors that were material. Medical costs payable included reserves for claims incurred by insured customers but not yet reported to the Company of $12.6 billion and $11.6 billion at June 30, 2017 and December 31, 2016, respectively.


11

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6.     Commercial Paper and Long-Term Debt

Commercial paper and senior unsecured long-term debt consisted of the following:

June 30, 2017

December 31, 2016

(in millions, except percentages)

Par
Value

Carrying

Value

Fair

Value

Par

Value

Carrying
Value

Fair

Value

Commercial paper

$

2,254


$

2,254


$

2,254


$

3,633


$

3,633


$

3,633


Floating rate notes due January 2017

-


-


-


750


750


750


6.000% notes due June 2017

-


-


-


441


446


450


1.450% notes due July 2017

750


750


750


750


750


751


1.400% notes due October 2017

625


625


625


625


624


626


6.000% notes due November 2017

156


158


159


156


159


163


1.400% notes due December 2017

750


750


750


750


751


750


6.000% notes due February 2018

1,100


1,104


1,129


1,100


1,107


1,153


1.900% notes due July 2018

1,500


1,498


1,506


1,500


1,496


1,507


1.700% notes due February 2019

750


748


749


750


748


748


1.625% notes due March 2019

500


501


497


500


501


498


2.300% notes due December 2019

500


498


505


500


498


504


2.700% notes due July 2020

1,500


1,495


1,532


1,500


1,495


1,523


3.875% notes due October 2020

450


450


474


450


450


474


4.700% notes due February 2021

400


409


432


400


409


433


2.125% notes due March 2021

750


746


748


750


745


741


3.375% notes due November 2021

500


498


521


500


497


519


2.875% notes due December 2021

750


750


767


750


748


760


2.875% notes due March 2022

1,100


1,063


1,125


1,100


1,057


1,114


3.350% notes due July 2022

1,000


996


1,044


1,000


995


1,030


0.000% notes due November 2022

15


11


12


15


11


12


2.750% notes due February 2023

625


612


630


625


609


622


2.875% notes due March 2023

750


772


762


750


771


753


3.750% notes due July 2025

2,000


1,987


2,107


2,000


1,986


2,070


3.100% notes due March 2026

1,000


995


1,005


1,000


994


986


3.450% notes due January 2027

750


745


771


750


745


762


3.375% notes due April 2027

625


618


639


-


-


-


4.625% notes due July 2035

1,000


991


1,124


1,000


991


1,090


5.800% notes due March 2036

850


837


1,076


850


837


1,034


6.500% notes due June 2037

500


491


675


500


491


643


6.625% notes due November 2037

650


641


896


650


640


850


6.875% notes due February 2038

1,100


1,075


1,562


1,100


1,075


1,497


5.700% notes due October 2040

300


296


383


300


296


366


5.950% notes due February 2041

350


345


458


350


345


437


4.625% notes due November 2041

600


588


661


600


588


634


4.375% notes due March 2042

502


483


539


502


483


509


3.950% notes due October 2042

625


606


633


625


606


609


4.250% notes due March 2043

750


734


793


750


734


765


4.750% notes due July 2045

2,000


1,972


2,297


2,000


1,972


2,203


4.200% notes due January 2047

750


738


791


750


737


759


4.250% notes due April 2047

725


717


773


-


-


-


Total commercial paper and long-term debt

$

31,802


$

31,547


$

34,154


$

33,022


$

32,770


$

34,728


In 2017, the Company repaid $926 million in debt assumed in the first quarter in connection with an acquisition. The Company's long-term debt obligations also included $389 million and $200 million of other financing obligations, of which $98 million and $80 million were classified as current as of June 30, 2017 and December 31, 2016 , respectively.


12

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 June 30, 2017 , the Company's outstanding commercial paper had a weighted-average annual interest rate of 1.3% .

The Company has $3.0 billion five-year, $2.0 billion three-year and $1.0 billion 364-day revolving bank credit facilities with 23 banks, which mature in December 2021 , December 2019 and December 2017, respectively. These facilities provide liquidity support for the Company's commercial paper program and are available for general corporate purposes. As of June 30, 2017 , no amounts had been drawn on any of the bank credit facilities. The annual interest rates, which are variable based on term, are calculated based on the London Interbank Offered Rate (LIBOR) plus a credit spread based on the Company's senior unsecured credit ratings. If amounts had been drawn on the bank credit facilities as of June 30, 2017 , annual interest rates would have ranged from 2.0% to 2.3% .

Debt Covenants

The Company's bank credit facilities contain various covenants, including covenants requiring the Company to maintain a defined debt to debt-plus-shareholders' equity ratio of not more than 55% . The Company was in compliance with its debt covenants as of June 30, 2017 .

7.    Shareholders' Equity

Dividends

In June 2017, the Company's Board of Directors increased the Company's quarterly cash dividend to shareholders to an annual dividend rate of $3.00 per share from $2.50 per share, which the Company had paid since June 2016. Declaration and payment of future quarterly dividends is at the discretion of the Board and may be adjusted as business needs or market conditions change.

The following table provides details of the Company's 2017 dividend payments:

Payment Date

Amount per Share

Total Amount Paid

(in millions)

March 10, 2017

$

0.625


$

596


June 27, 2017

0.750


724


8.    Commitments and Contingencies

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 demands, audits, class actions and suits brought by members, care providers, consumer advocacy organizations, customers, shareholders 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

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. Although the Company believes that CDI had never before issued a fine in excess of $8 million , CDI advocated a fine of approximately $325 million in this matter. The matter was the subject of an administrative hearing before a California administrative law judge beginning in December 2009, and in August 2013, the administrative law judge issued a nonbinding proposed decision recommending a fine of $11.5 million . The California Insurance Commissioner (Commissioner) rejected the administrative law judge's recommendation and on June 9, 2014, issued his own decision


13

Table of Contents


imposing a fine of approximately $174 million . On July 10, 2014, the Company filed a lawsuit in California state court challenging the Commissioner's decision. On September 8, 2015, in the first phase of that lawsuit, the California state court issued an order invalidating certain of the regulations the Commissioner had relied upon in issuing his decision and penalty. In March 2017, the court entered a tentative ruling reversing all of the penalties imposed and remanding certain further issues to the Commissioner. A final order is expected later in 2017. 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 wide range of possible outcomes, the legal issues presented (including the legal basis for the majority of the alleged violations), the inherent difficulty in predicting a regulatory fine in the event of a remand, and the various remedies and levels of judicial review that remain available to the Company.

Government Investigations, Audits and Reviews

The Company has been involved or is currently involved in various governmental investigations, audits and reviews. These include routine, regular and special investigations, audits and reviews by the CMS, state insurance and health and welfare departments, the Brazilian national regulatory agency for private health insurance and plans (the Agência Nacional de Saúde Suplementar), state attorneys general, the Office of the Inspector General, the Office of Personnel Management, the Office of Civil Rights, the Government Accountability Office, the Federal Trade Commission, U.S. Congressional committees, the U.S. Department of Justice, the SEC, the Internal Revenue Service, the U.S. Drug Enforcement Administration, the Brazilian federal revenue service (the Secretaria da Receita Federal), the U.S. Department of Labor, the Federal Deposit Insurance Corporation, the Defense Contract Audit Agency and other governmental authorities. Certain of the Company's businesses have been reviewed or are currently under review, including for, among other matters, compliance with coding and other requirements under the Medicare risk-adjustment model. CMS has selected certain of the Company's local plans for risk adjustment data validation (RADV) audits to validate the coding practices of and supporting documentation maintained by health care providers and such audits may result in retrospective adjustments to payments made to the Company's health plans.

On February 14, 2017, the Department of Justice (DOJ) announced its decision to pursue certain claims within a lawsuit initially asserted against the Company and filed under seal by a whistleblower in 2011. The whistleblower's complaint, which was unsealed on February 15, 2017, alleges that the Company, along with a number of other Medicare Advantage plans, made improper risk adjustment submissions and violated the False Claims Act. On March 24, 2017, DOJ intervened in a separate lawsuit initially asserted against the Company and filed by a whistleblower in 2009 concerning risk adjustment submissions by Medicare Advantage plans. Both cases are now pending in the U.S. District Court for the Central District of California. DOJ filed its complaint in the two cases in May 2017. The Company cannot reasonably estimate the outcome that may result from these matters given their current posture.

9.    Segment Financial Information

The Company's four reportable segments are UnitedHealthcare, OptumHealth, OptumInsight and OptumRx . For more information on the Company's segments see Part I, Item I, "Business" and Note 13 of Notes to the Consolidated Financial Statements in Part II, Item 8, "Financial Statements" in the 2016 10-K.

As of June 30, 2017 , OptumHealth's total assets were $25.3 billion as compared to $18.7 billion as of December 31, 2016. The increase was due to acquisitions, which increased goodwill by $4.9 billion during the six months ended June 30, 2017 .


14

Table of Contents


The following tables present reportable segment financial information:

Optum

(in millions)

UnitedHealthcare

OptumHealth

OptumInsight

OptumRx

Optum Eliminations

Optum

Corporate and

Eliminations

Consolidated

Three Months Ended June 30, 2017

Revenues - unaffiliated customers:

Premiums

$

38,666


$

919


$

-


$

-


$

-


$

919


$

-


$

39,585


Products

-


11


19


6,385


-


6,415


-


6,415


Services

1,958


1,008


692


139


-


1,839


-


3,797


Total revenues - unaffiliated customers

40,624


1,938


711


6,524


-


9,173


-


49,797


Total revenues - affiliated customers

-


3,097


1,281


9,312


(284

)

13,406


(13,406

)

-


Investment and other income

164


87


1


4


-


92


-


256


Total revenues

$

40,788


$

5,122


$

1,993


$

15,840


$

(284

)

$

22,671


$

(13,406

)

$

50,053


Earnings from operations

$

2,211


$

422


$

372


$

726


$

-


$

1,520


$

-


$

3,731


Interest expense

-


-


-


-


-


-


(301

)

(301

)

Earnings before income taxes

$

2,211


$

422


$

372


$

726


$

-


$

1,520


$

(301

)

$

3,430


Three Months Ended June 30, 2016

Revenues - unaffiliated customers:

Premiums

$

35,541


$

872


$

-


$

-


$

-


$

872


$

-


$

36,413


Products

1


11


17


6,581


-


6,609


-


6,610


Services

1,866


597


639


167


-


1,403


-


3,269


Total revenues - unaffiliated customers

37,408


1,480


656


6,748


-


8,884


-


46,292


Total revenues - affiliated customers

-


2,541


1,106


8,324


(277

)

11,694


(11,694

)

-


Investment and other income

148


44


-


1


-


45


-


193


Total revenues

$

37,556


$

4,065


$

1,762


$

15,073


$

(277

)

$

20,623


$

(11,694

)

$

46,485


Earnings from operations

$

1,942


$

304


$

333


$

624


$

-


$

1,261


$

-


$

3,203


Interest expense

-


-


-


-


-


-


(271

)

(271

)

Earnings before income taxes

$

1,942


$

304


$

333


$

624


$

-


$

1,261


$

(271

)

$

2,932



15

Table of Contents


Optum

(in millions)

UnitedHealthcare

OptumHealth

OptumInsight

OptumRx

Optum Eliminations

Optum

Corporate and

Eliminations

Consolidated

Six Months Ended June 30, 2017

Revenues - unaffiliated customers:

Premiums

$

76,719


$

1,804


$

-


$

-


$

-


$

1,804


$

-


$

78,523


Products

-


23


40


12,481


-


12,544


-


12,544


Services

3,880


1,729


1,334


288


-


3,351


-


7,231


Total revenues - unaffiliated customers

80,599


3,556


1,374


12,769


-


17,699


-


98,298


Total revenues - affiliated customers

-


6,156


2,460


18,010


(570

)

26,056


(26,056

)

-


Investment and other income

325


143


2


8


-


153


-


478


Total revenues

$

80,924


$

9,855


$

3,836


$

30,787


$

(570

)

$

43,908


$

(26,056

)

$

98,776


Earnings from operations

$

4,345


$

754


$

666


$

1,379


$

-


$

2,799


$

-


$

7,144


Interest expense

-


-


-


-


-


-


(584

)

(584

)

Earnings before income taxes

$

4,345


$

754


$

666


$

1,379


$

-


$

2,799


$

(584

)

$

6,560


Six Months Ended June 30, 2016

Revenues - unaffiliated customers:

Premiums

$

69,504


$

1,720


$

-


$

-


$

-


$

1,720


$

-


$

71,224


Products

1


24


37


12,941


-


13,002


-


13,003


Services

3,662


1,209


1,245


293


-


2,747


-


6,409


Total revenues - unaffiliated customers

73,167


2,953


1,282


13,234


-


17,469


-


90,636


Total revenues - affiliated customers

-


5,026


2,147


16,109


(531

)

22,751


(22,751

)

-


Investment and other income

289


84


-


3


-


87


-


376


Total revenues

$

73,456


$

8,063


$

3,429


$

29,346


$

(531

)

$

40,307


$

(22,751

)

$

91,012


Earnings from operations

$

3,796


$

604


$

579


$

1,184


$

-


$

2,367


$

-


$

6,163


Interest expense

-


-


-


-


-


-


(530

)

(530

)

Earnings before income taxes

$

3,796


$

604


$

579


$

1,184


$

-


$

2,367


$

(530

)

$

5,633


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 2016 10-K, including the Consolidated Financial Statements and Notes in Part II, Item 8, "Financial Statements" in that report. Unless the context indicates otherwise, 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 (PSLRA). These forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the results discussed or implied in the forward-looking statements. A description of some of the risks and uncertainties is set forth in Part I, Item 1A, "Risk Factors" in our 2016 10-K and in the discussion below.

EXECUTIVE OVERVIEW

General

UnitedHealth Group is a diversified health and well-being company dedicated to helping people live healthier lives and helping to make the health system work better for everyone. Through our diversified family of businesses, we leverage core competencies in advanced, enabling technology; health care data; information and intelligence; and clinical care management and coordination to help meet the demands of the health system. These core competencies are deployed within our two distinct, but strategically aligned, business platforms: health benefits operating under UnitedHealthcare and health services operating under Optum.


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Further information on our business is presented in Part I, Item 1, "Business" and Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2016 10-K and additional information on our segments can be found in this Item 2 and in Note 9 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.

Business Trends

Our businesses participate in the United States, Brazilian and certain other international health markets. In the United States, health care spending has grown consistently for many years and comprises approximately 18% of gross domestic product. 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, which have impacted and could further impact our results of operations.

Pricing Trends . To price our health care benefit products, we start with our view of expected future costs. We frequently evaluate and adjust our approach in each of the local markets we serve, considering all relevant factors, such as product positioning, price competitiveness and environmental, competitive, legislative and regulatory considerations.

The commercial risk market remains highly competitive in both the small group and large group segments. We expect broad-based competition to continue as the industry adapts to individual and employer needs amid reform changes. A provision in the 2016 Federal Budget imposed a one year moratorium for 2017 on the collection of the Health Insurance Industry Tax. Pricing for contracts that cover some portion of calendar year 2018 will reflect the impact of the returning Health Insurance Industry Tax.

Medicare Advantage funding continues to be pressured, as discussed below in " Regulatory Trends and Uncertainties ."

Medical Cost Trends. Our medical cost trends primarily relate to changes in unit costs, health system utilization and prescription drug costs. We endeavor to mitigate those increases with medical management. Our 2017 management activities include managing costs across all health care categories, including specialty pharmacy spending, as new therapies are introduced at high costs and older drugs experience price increases.

Regulatory Trends and Uncertainties

Following is a summary of management's view of the trends and uncertainties related to Medicare Advantage rates. For additional information regarding the ACA and other regulatory trends and uncertainties, see Part I, Item 1 "Business - Government Regulation," Item 1A, "Risk Factors" and Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2016 10-K.

Medicare Advantage Rates. Final 2018 Medicare Advantage rates resulted in an increase in industry base rates of approximately 0.45%, well short of the industry forward medical cost trend of 3%, which creates continued pressure in the Medicare Advantage program. The impact of this funding shortfall in Medicare Advantage is partially mitigated by reductions in provider payments for those care providers with rates indexed to Medicare Advantage revenues or Medicare fee-for-service payment rates. These factors can affect our plan benefit designs, pricing, growth prospects and earnings expectations for our Medicare Advantage plans.

As provided in the ACA, our Medicare Advantage rates are currently enhanced by CMS quality bonuses in certain counties based on our local plans' Star ratings. The level of Star ratings from CMS, based upon specified clinical and operational performance standards, will impact future quality bonuses. In addition, Star ratings affect the amount of savings a plan can use to offer supplemental benefits, which ultimately may affect the plan's membership and revenue. For the 2017 payment year, approximately 80% of our Medicare Advantage members are in plans rated four stars or higher. We expect at least 85% of our Medicare Advantage members will be in plans rated four stars or higher for payment year 2018. We continue to dedicate substantial resources to advance our quality scores and Star ratings to strengthen our local market programs and further improve our performance.


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SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMS

The following summarizes select second quarter 2017 year-over-year operating comparisons to second quarter 2016 and other 2017 significant items.

Consolidated revenues grew 8% , UnitedHealthcare revenues grew 9% and Optum revenues grew 10% .

UnitedHealthcare grew to serve an additional 1.5 million people.

Earnings from operations increased 16% , including increases of 14% at UnitedHealthcare and 21% at Optum.

The effective income tax rate decreased 850 basis points to 31.5% .

Diluted earnings per common share increased 28% .

Cash flows from operations for the six months ended June 30, 2017 were $8.6 billion , aided by the June 2017 receipt of our July CMS premium payment of $4.5 billion.

RESULTS SUMMARY

The following table summarizes our consolidated results of operations and other financial information:

(in millions, except percentages and per share data)

Three Months Ended June 30,

Increase/(Decrease)

Six Months Ended

June 30,

Increase/(Decrease)

2017

2016

2017 vs. 2016

2017

2016

2017 vs. 2016

Revenues:

Premiums

$

39,585


$

36,413


$

3,172


9

%

$

78,523


$

71,224


$

7,299


10

%

Products

6,415


6,610


(195

)

(3

)

12,544


13,003


(459

)

(4

)

Services

3,797


3,269


528


16


7,231


6,409


822


13


Investment and other income

256


193


63


33


478


376


102


27


Total revenues

50,053


46,485


3,568


8


98,776


91,012


7,764


9


Operating costs:

Medical costs

32,549


29,872


2,677


9


64,628


58,302


6,326


11


Operating costs

7,328


6,793


535


8


14,350


13,551


799


6


Cost of products sold

5,889


6,106


(217

)

(4

)

11,565


11,983


(418

)

(3

)

Depreciation and amortization

556


511


45


9


1,089


1,013


76


8


Total operating costs

46,322


43,282


3,040


7


91,632


84,849


6,783


8


Earnings from operations

3,731


3,203


528


16


7,144


6,163


981


16


Interest expense

(301

)

(271

)

(30

)

11


(584

)

(530

)

(54

)

10


Earnings before income taxes

3,430


2,932


498


17


6,560


5,633


927


16


Provision for income taxes

(1,080

)

(1,172

)

92


(8

)

(2,019

)

(2,246

)

227


(10

)

Net earnings

2,350


1,760


590


34


4,541


3,387


1,154


34


Earnings attributable to noncontrolling interests

(66

)

(6

)

(60

)

nm


(85

)

(22

)

(63

)

nm


Net earnings attributable to UnitedHealth Group common shareholders

$

2,284


$

1,754


$

530


30

 %

$

4,456


$

3,365


$

1,091


32

 %

Diluted earnings per share attributable to UnitedHealth Group common shareholders

$

2.32


$

1.81


$

0.51


28

 %

$

4.55


$

3.48


$

1.07


31

 %

Medical care ratio (a)

82.2

%

82.0

%

0.2

 %

82.3

%

81.9

%

0.4

 %

Operating cost ratio

14.6


14.6


-


14.5


14.9


(0.4

)

Operating margin

7.5


6.9


0.6


7.2


6.8


0.4


Tax rate

31.5


40.0


(8.5

)

30.8


39.9


(9.1

)

Net earnings margin (b)

4.6


3.8


0.8


4.5


3.7


0.8


Return on equity (c)

21.5

%

19.6

%

1.9

 %

21.7

%

19.2

%

2.5

 %

nm = not meaningful

(a)

Medical care ratio is calculated as medical costs divided by premium revenue.

(b)

Net earnings margin attributable to UnitedHealth Group shareholders.

(c)

Return on equity is calculated as annualized net earnings divided by average equity. Average equity is calculated using the equity balance at the end of the preceding year and the equity balances at the end of each of the quarters in the year presented.


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2017 RESULTS OF OPERATIONS COMPARED TO 2016 RESULTS OF OPERATIONS

Consolidated Financial Results

Revenues

The increases in revenues were primarily driven by organic growth in the number of individuals served across our benefits businesses and growth across all of Optum's businesses. These increases were partially offset by revenue decreases due to withdrawals of individual ACA-compliant products in the individual market and the effects of the Health Insurance Industry Tax moratorium.

Medical Costs and Medical Care Ratio (MCR)

Medical costs increased due to risk-based membership growth and medical cost trends. The MCR increases were due to the effects of the Health Insurance Industry Tax moratorium offset primarily by the reduction of individual ACA business and an increase in favorable medical cost reserve development.

Income Tax Rate

Our effective tax rates decreased primarily due to the Health Insurance Industry Tax moratorium and higher tax benefits resulting from an increase in share-based payment activity.

Reportable Segments

See Note 9 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report for more information on our segments. The following table presents a summary of the reportable segment financial information:

Three Months Ended June 30,

Increase/(Decrease)

Six Months Ended June 30,

Increase/(Decrease)

(in millions, except percentages)

2017

2016

2017 vs. 2016

2017

2016

2017 vs. 2016

Revenues

UnitedHealthcare

$

40,788


$

37,556


$

3,232


9

%

$

80,924


$

73,456


$

7,468


10

%

OptumHealth

5,122


4,065


1,057


26


9,855


8,063


1,792


22


OptumInsight

1,993


1,762


231


13


3,836


3,429


407


12


OptumRx

15,840


15,073


767


5


30,787


29,346


1,441


5


Optum eliminations

(284

)

(277

)

(7

)

3


(570

)

(531

)

(39

)

7


Optum

22,671


20,623


2,048


10


43,908


40,307


3,601


9


Eliminations

(13,406

)

(11,694

)

(1,712

)

15


(26,056

)

(22,751

)

(3,305

)

15


Consolidated revenues

$

50,053


$

46,485


$

3,568


8

%

$

98,776


$

91,012


$

7,764


9

%

Earnings from operations

UnitedHealthcare

$

2,211


$

1,942


$

269


14

%

$

4,345


$

3,796


$

549


14

%

OptumHealth

422


304


118


39


754


604


150


25


OptumInsight

372


333


39


12


666


579


87


15


OptumRx

726


624


102


16


1,379


1,184


195


16


Optum

1,520


1,261


259


21


2,799


2,367


432


18


Consolidated earnings from operations

$

3,731


$

3,203


$

528


16

%

$

7,144


$

6,163


$

981


16

%

Operating margin

UnitedHealthcare

5.4

%

5.2

%

0.2

 %

5.4

%

5.2

%

0.2

%

OptumHealth

8.2


7.5


0.7


7.7


7.5


0.2


OptumInsight

18.7


18.9


(0.2

)

17.4


16.9


0.5


OptumRx

4.6


4.1


0.5


4.5


4.0


0.5


Optum

6.7


6.1


0.6


6.4


5.9


0.5


Consolidated operating margin

7.5

%

6.9

%

0.6

 %

7.2

%

6.8

%

0.4

%


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UnitedHealthcare

The following table summarizes UnitedHealthcare revenues by business:

Three Months Ended June 30,

Increase/(Decrease)

Six Months Ended

June 30,

Increase/(Decrease)

(in millions, except percentages)

2017

2016

2017 vs. 2016

2017

2016

2017 vs. 2016

UnitedHealthcare Employer & Individual

$

12,966


$

13,509


$

(543

)

(4

)%

$

25,705


$

26,329


$

(624

)

(2

)%

UnitedHealthcare Medicare & Retirement

16,747


14,294


2,453


17


33,299


28,359


4,940


17


UnitedHealthcare Community & State

9,178


8,263


915


11


18,127


15,991


2,136


13


UnitedHealthcare Global

1,897


1,490


407


27


3,793


2,777


1,016


37


Total UnitedHealthcare revenues

$

40,788


$

37,556


$

3,232


9

 %

$

80,924


$

73,456


$

7,468


10

 %

The following table summarizes the number of individuals served by our UnitedHealthcare businesses, by major market segment and funding arrangement:

June 30,

Increase/(Decrease)

(in thousands, except percentages)

2017

2016

2017 vs. 2016

Commercial group:

Risk-based

7,765


7,175


590


8

 %

Fee-based

19,110


18,935


175


1


Total commercial group

26,875


26,110


765


3


Individual

540


1,520


(980

)

(64

)

Fee-based TRICARE

2,855


2,855


-


-


Total commercial

30,270


30,485


(215

)

(1

)

Medicare Advantage

4,340


3,550


790


22


Medicaid

6,380


5,675


705


12


Medicare Supplement (Standardized)

4,360


4,215


145


3


Total public and senior

15,080


13,440


1,640


12


Total UnitedHealthcare - domestic medical

45,350


43,925


1,425


3


International

4,115


4,050


65


2


Total UnitedHealthcare - medical

49,465


47,975


1,490


3

 %

Supplemental Data:

Medicare Part D stand-alone

4,935


4,940


(5

)

-

 %

Broad-based growth across group sizes and regions, led by gains in services to small groups, resulted in the overall increase in people served through risk-based benefit plans in the commercial group market. Membership in individual decreased due to our reduced participation in ACA-compliant products in 2017. Medicare Advantage increased year-over-year due to growth in people served through individual and employer-sponsored group Medicare Advantage plans. Medicaid growth was driven by the combination of new state-based awards and growth in established programs. Medicare Supplement growth reflected strong customer retention and new sales. 

UnitedHealthcare's revenue increases were due to growth in the number of individuals served across its businesses and price increases for underlying medical cost trends, which were partially offset by the reduction of people served in ACA-compliant individual products and the impact of the Health Insurance Industry Tax moratorium.

The increase in UnitedHealthcare's operating earnings was led by diversified growth and increased operating margin. The 2016 results included ACA-compliant losses in individual products.

Optum

Total revenues and operating earnings increased as each segment reported increased revenues and earnings from operations as a result of the factors discussed below.


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Table of Contents


The results by segment were as follows:

OptumHealth

Revenue and earnings from operations increased at OptumHealth primarily due to organic and acquisition-related growth in care delivery.

OptumInsight

Revenue and earnings from operations at OptumInsight increased primarily due to growth in revenue management services and business process services.

OptumRx

Revenue and earnings from operations at OptumRx increased primarily due to client and consumer growth. OptumRx fulfilled 322 million adjusted scripts in the second quarter of 2017 compared to 306 million in 2016.

LIQUIDITY, FINANCIAL CONDITION AND CAPITAL RESOURCES

Liquidity

Summary of our Major Sources and Uses of Cash and Cash Equivalents

Six Months Ended June 30,

Increase/(Decrease)

(in millions)

2017

2016

2017 vs. 2016

Sources of cash:

Cash provided by operating activities

$

8,627


$

4,001


$

4,626


Issuances of commercial paper and long-term debt, net of repayments

-


1,008


(1,008

)

Proceeds from common stock issuances

391


254


137


Customer funds administered

3,899


1,039


2,860


Other

55


16


39


Total sources of cash

12,972


6,318


Uses of cash:

Common stock repurchases

(1,045

)

(980

)

(65

)

Cash paid for acquisitions, net of cash assumed

(704

)

(2,035

)

1,331


Purchases of investments, net of sales and maturities

(2,082

)

(3,581

)

1,499


Repayments of commercial paper and long-term debt, net of issuances

(2,171

)

-


(2,171

)

Purchases of property, equipment and capitalized software

(925

)

(813

)

(112

)

Cash dividends paid

(1,320

)

(1,071

)

(249

)

Other

(566

)

(609

)

43


Total uses of cash

(8,813

)

(9,089

)

Effect of exchange rate changes on cash and cash equivalents

(7

)

65


(72

)

Net increase (decrease) in cash and cash equivalents

$

4,152


$

(2,706

)

$

6,858


2017 Cash Flows Compared to 2016 Cash Flows

Increased cash flows provided by operating activities were primarily driven by the increase in unearned revenues, due to the June 2017 receipt of our July CMS premium payment of $4.5 billion, and higher net earnings, partially offset by the impact of the Health Insurance Industry Tax and the impact of discontinuing many ACA-compliant products.

Other significant changes in sources or uses of cash year-over-year included increased customer funds administered primarily due to the June receipt of our July CMS payment, decreased cash paid for acquisitions and net purchases of investments, partially offset by 2017 net repayments of debt compared to 2016 net proceeds from debt issuances.

Financial Condition

As of June 30, 2017 , our cash, cash equivalent and available-for-sale investment balances of $43.2 billion included $14.6 billion of cash and cash equivalents (of which $0.6 billion was available for general corporate use), $26.4 billion of debt securities and $2.2 billion of investments in equity securities. Given the significant portion of our portfolio held in cash


21

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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. Our available-for-sale debt portfolio had a weighted-average duration of 3.3 years and a weighted-average credit rating of "AA" as of June 30, 2017 . 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 flows 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 and Bank Credit Facilities. Our revolving bank credit facilities provide liquidity support for our commercial paper borrowing program, which facilitates the private placement of unsecured debt through third-party broker-dealers, and are available for general corporate purposes. For more information on our commercial paper and bank credit facilities, see Note 6 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.

Our revolving bank credit facilities contain various covenants, including covenants requiring us to maintain a defined debt to debt-plus-shareholders' equity ratio of not more than 55%. As of June 30, 2017 , our debt to debt-plus-shareholders' equity ratio, as defined and calculated under the credit facilities, was approximately 40%.

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. For more information on our long-term debt, see Note 6 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.

Credit Ratings. Our credit ratings as of June 30, 2017 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)

A+

Negative

A-

Negative

bbb+

Stable

Commercial paper

P-2

n/a

A-1

n/a

F1

n/a

AMB-2

n/a

(a)

In July 2017, Moody's affirmed our ratings and changed our outlook to Stable.

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 adverse conditions in the capital markets may increase the cost of borrowing for us or limit our access to capital.

Share Repurchase Program. During the six months ended June 30, 2017 , we repurchased 6 million shares at an average price of $162.37 per share. As of June 30, 2017 , we had Board authorization to purchase up to an additional 44 million shares of our common stock.

Dividends. In June 2017, our Board increased our quarterly cash dividend to shareholders to an annual dividend rate of $3.00 per share. For more information on our dividend, see Note 7 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.

For additional liquidity discussion, see Note 10 of Notes to the Consolidated Financial Statements in Part II, Item 8, "Financial Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 in our 2016 10-K.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

A summary of future obligations under our various contractual obligations and commitments as of December 31, 2016 was disclosed in our 2016 10-K. During the six months ended June 30, 2017 , there were no material changes to this previously disclosed information outside the ordinary course of business. However, we continually evaluate opportunities to expand our operations, including through internal development of new products, programs and technology applications and acquisitions.

RECENTLY ISSUED ACCOUNTING STANDARDS

See Note 1 of Notes to the Condensed Consolidated Financial Statements in Part I, Item 1 of this report for a discussion of new accounting pronouncements that affect us.


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Table of Contents


CRITICAL ACCOUNTING ESTIMATES

In preparing our 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 consider known and projected trends. On an ongoing 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 payable, revenues, goodwill and other intangible assets and valuations of certain investments. For a detailed description of our critical accounting estimates, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 in our 2016 10-K. For a detailed discussion of our significant accounting policies, see Note 2 of Notes to the Consolidated Financial Statements in Part II, Item 8, "Financial Statements" in our 2016 10-K.

FORWARD-LOOKING STATEMENTS

The statements, estimates, projections, guidance or outlook contained in this document include "forward-looking" statements within the meaning of the 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," "outlook," "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 actual results to differ materially from results discussed or implied in 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; new laws or regulations, or changes in existing laws or regulations, or their enforcement or application, including 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; our ability to maintain and achieve improvement in CMS star ratings and other quality scores that impact revenue; reductions in revenue or delays to cash flows received under Medicare, Medicaid and other government programs, including the effects of a prolonged U.S. government shutdown or debt ceiling constraints; changes in Medicare, including changes in payment methodology, the CMS star ratings program or the application of risk adjustment data validation audits; cyber-attacks or other privacy or data security incidents; failure to comply with privacy and data security regulations; regulatory and other risks and uncertainties of the pharmacy benefits management industry; competitive pressures, which could affect our ability to maintain or increase our market share; changes in or challenges to our public sector contract awards; our ability to execute contracts on competitive terms with physicians, hospitals and other service providers; failure to achieve targeted operating cost productivity improvements, including savings resulting from technology enhancement and administrative modernization; increases in costs and other liabilities associated with increased litigation, government investigations, audits or reviews; failure to manage successfully our strategic alliances or complete or receive anticipated benefits of acquisitions and other strategic transactions, fluctuations in foreign currency exchange rates on our reported shareholders' equity and results of operations; downgrades in our credit ratings; the performance of our investment portfolio; impairment of the value of our goodwill and intangible assets if estimated future results do not adequately support goodwill and intangible assets recorded for our existing businesses or the businesses that we acquire; failure to maintain effective and efficient information systems or if our technology products do not operate as intended; and 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.

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 annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-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 or implied in this document 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, except as required by applicable securities laws.


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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We manage exposure to market interest rates by diversifying investments across different fixed income market sectors and debt across maturities, as well as by endeavoring to match our floating-rate assets and liabilities over time, either directly or through the use of interest rate swap contracts. Unrealized gains and losses on investments in available-for-sale securities are reported in comprehensive income.

The following table summarizes the impact of hypothetical changes in market interest rates across the entire yield curve by 1% point or 2% points as of June 30, 2017 on our investment income and interest expense per annum, and the fair value of our investments and debt (in millions, except percentages):

June 30, 2017

Increase (Decrease) in Market Interest Rate

Investment

Income Per

Annum (a)

Interest

Expense Per

Annum (b)

Fair Value of
Financial Assets (c)

Fair Value of

Financial Liabilities

2 %

$

349


$

209


$

(1,843

)

$

(4,040

)

1

174


105


(936

)

(2,188

)

(1)

(170

)

(105

)

906


2,602


(2)

nm


(128

)

1,524


5,651


nm = not meaningful

(a)

Given the low absolute level of short-term market rates on our floating-rate assets as of June 30, 2017 , the assumed hypothetical change in interest rates does not reflect the full 100 basis point reduction in interest income as the rate cannot fall below zero and thus the 200 basis point reduction is not meaningful.

(b)

Given the low absolute level of short-term market rates on our floating-rate liabilities as of June 30, 2017 , the assumed hypothetical change in interest rates does not reflect the full 200 basis point reduction in interest expense as the rate cannot fall below zero.

(c)

As of June 30, 2017 , some of our investments had interest rates below 2% so the assumed hypothetical change in the fair value of investments does not reflect the full 200 basis point reduction.

ITEM 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 quarterly report on 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 June 30, 2017 . 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 June 30, 2017 .

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 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 2016 10-K, which could materially affect our business, financial condition or future results. The risks described in our 2016 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 future results.


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There have been no material changes to the risk factors disclosed in our 2016 10-K.

ITEM 2.

UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

In November 1997, our Board of Directors adopted a share repurchase program, which the Board evaluates periodically. There is no established expiration date for the program. During the second quarter 2017, we repurchased approximately 2 million shares at an average price of $165.56 per share. As of June 30, 2017, we had Board authorization to purchase up to 44 million shares of our common stock.

ITEM 6.

EXHIBITS*


The following exhibits are filed or incorporated by reference herein in response to Item 601 of Regulation S-K. The Company files Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K pursuant to the Securities Exchange Act of 1934 under Commission File No. 1-10864.

3.1


Certificate of Incorporation of UnitedHealth Group Incorporated (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form 8-A/A filed on July 1, 2015)

3.2


Bylaws of UnitedHealth Group Incorporated, effective February 9, 2016 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on February 12, 2016)

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 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 as of 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


Computation of 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 June 30, 2017 filed on August 4, 2017, 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 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/ S TEPHEN  J. H EMSLEY

Chief Executive Officer
(principal executive officer)

Dated:

August 4, 2017

Stephen J. Hemsley

/s/ J OHN  F. R EX

Executive Vice President and

Chief Financial Officer
(principal financial officer)

Dated:

August 4, 2017

John F. Rex

/ S/ T HOMAS  E. R OOS

Senior Vice President and

Chief Accounting Officer
(principal accounting officer)

Dated:

August 4, 2017

Thomas E. Roos



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EXHIBIT INDEX*


The following exhibits are filed or incorporated by reference herein in response to Item 601 of Regulation S-K. The Company files Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K pursuant to the Securities Exchange Act of 1934 under Commission File No. 1-10864.

3.1


Certificate of Incorporation of UnitedHealth Group Incorporated (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form 8-A/A filed on July 1, 2015)

3.2


Bylaws of UnitedHealth Group Incorporated, effective February 9, 2016 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on February 12, 2016)

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 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 as of 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


Computation of 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 June 30, 2017 filed on August 4, 2017, 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 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.



27