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As Of Filer Filing For·On·As Docs:Size 2/13/18 Unitedhealth Group Inc 10-K 12/31/17 103:18M |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.36M
2: EX-10.51 Material Contract HTML 68K
4: EX-21.1 Subsidiaries List HTML 229K
5: EX-23.1 Consent of Experts or Counsel HTML 30K
6: EX-24.1 Power of Attorney HTML 38K
3: EX-12.1 Statement re: Computation of Ratios HTML 42K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 44K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 33K
15: R1 Document and Entity Information Document HTML 58K
16: R2 Consolidated Balance Sheets HTML 125K
17: R3 Consolidated Balance Sheet (Parenthetical) HTML 55K
18: R4 Consolidated Statements of Operations HTML 97K
19: R5 Consolidated Statements of Comprehensive Income HTML 66K
20: R6 Consolidated Statements of Changes in Equity HTML 109K
21: R7 Consolidated Statements of Cash Flows HTML 124K
22: R8 Description of Business (Notes) HTML 30K
23: R9 Basis of Presentation, Uses of Estimates and HTML 95K
Significant Accounting Policies (Notes)
24: R10 Investments (Notes) HTML 252K
25: R11 Fair Value (Notes) HTML 180K
26: R12 Property, Plant, and Capitalized Software (Notes) HTML 52K
27: R13 Goodwill and Intangible Assets (Notes) HTML 115K
28: R14 Medical Costs Payable (Notes) HTML 79K
29: R15 Commercial Paper and Long-Term Debt (Notes) HTML 237K
30: R16 Income Taxes (Notes) HTML 159K
31: R17 Shareholders' Equity (Notes) HTML 49K
32: R18 Share-Based Compensation (Notes) HTML 110K
33: R19 Commitments and Contingencies (Notes) HTML 48K
34: R20 Segment Financial Information (Notes) HTML 306K
35: R21 Quarterly Financial Data (Unaudited) (Notes) HTML 80K
36: R22 Schedule I (Notes) HTML 200K
37: R23 Basis of Presentation, Uses of Estimates and HTML 153K
Significant Accounting Policies (Policies)
38: R24 Fair Value Fair Value (Policies) HTML 43K
39: R25 Schedule I (Policies) HTML 121K
40: R26 Basis of Presentation, Uses of Estimates and HTML 69K
Significant Accounting Policies (Tables)
41: R27 Investments (Tables) HTML 250K
42: R28 Fair Value (Tables) HTML 170K
43: R29 Property, Plant, and Capitalized Software (Tables) HTML 50K
44: R30 Goodwill and Intangible Assets (Tables) HTML 120K
45: R31 Medical Costs Payable (Tables) HTML 80K
46: R32 Commercial Paper and Long-Term Debt (Tables) HTML 236K
47: R33 Income Taxes (Tables) HTML 160K
48: R34 Shareholders' Equity (Tables) HTML 41K
49: R35 Share-Based Compensation (Tables) HTML 113K
50: R36 Commitments and Contingencies (Tables) HTML 39K
51: R37 Segment Financial Information (Tables) HTML 297K
52: R38 Quarterly Financial Data (Unaudited) (Tables) HTML 80K
53: R39 Schedule I (Tables) HTML 204K
54: R40 Basis of Presentation, Uses of Estimates and HTML 86K
Significant Accounting Policies (Details)
55: R41 Basis of Presentation, Uses of Estimates and HTML 41K
Significant Accounting Policies Useful lives for
property, equipment and capitalized software
(Details)
56: R42 Basis of Presentation, Uses of Estimates and HTML 52K
Significant Accounting Policies Redeemable
Noncontrolling Interests (Details)
57: R43 Investments (Narrative) (Details) HTML 36K
58: R44 Investments (Short-Term and Long-Term Investments) HTML 95K
(Details)
59: R45 Investments (Amortized Cost and Fair Value of HTML 103K
Available-for-Sale Debt Securities by Contractual
Maturity) (Details)
60: R46 Investments (Fair Value of Available-For-Sale HTML 73K
Investments with Gross Unrealized Losses by
Investment Type and Length of Time That Individual
Securities Have Been in a Continuous Unrealized
Loss Position) (Details)
61: R47 Investments (Net Realized Gains) (Details) HTML 48K
62: R48 Fair Value (Narrative) (Details) HTML 46K
63: R49 Fair Value (Financial Assets and Liabilities, HTML 88K
Measured at Fair Value on a Recurring Basis)
(Details)
64: R50 Fair Value (Financial Assets and Liabilities, Not HTML 78K
Measured at Fair Value on a Recurring Basis)
(Details)
65: R51 Property, Plant, and Capitalized Software HTML 34K
(Details)
66: R52 Property, Plant, and Capitalized Software Property HTML 53K
Plant and Equipment Table (Details)
67: R53 Goodwill and Intangible Assets (Details) HTML 32K
68: R54 Goodwill and Intangible Assets Changes in the HTML 49K
Carrying Amount of Goodwill by Reporting Segment
(Details)
69: R55 Goodwill and Intangible Assets Gross carrying HTML 47K
value, accumulated amortization and net carrying
value of intangible assets (Details)
70: R56 Goodwill and Intangible Assets Weighted-average HTML 41K
useful lives assigned to finite-lived intangible
assets acquired in business combinations (Details)
71: R57 Goodwill and Intangible Assets Amortization HTML 40K
Expense relating to Intangible Assets (Details)
72: R58 Medical Costs Payable (Details) HTML 29K
73: R59 Medical Costs Payable Rollforward (Details) HTML 53K
74: R60 Medical Costs Payable, Incurred and Paid Medical HTML 43K
Cost Development (Details)
75: R61 Commercial Paper and Long-Term Debt (Narrative) HTML 65K
(Details)
76: R62 Commercial Paper and Long-Term Debt (Details) HTML 191K
77: R63 Commercial Paper and Long-Term Debt Maturities of HTML 45K
commercial paper and long-term debt (Details)
78: R64 Income Taxes (Details) HTML 62K
79: R65 Income Taxes Reconciliation of Provision for HTML 46K
Income Taxes (Details)
80: R66 Income Tax Reconciliation of the tax provision at HTML 80K
the U.S. Federal Statutory Rate (Details)
81: R67 Income Taxes Components of Deferred Tax Assets and HTML 79K
Liabilities (Details)
82: R68 Income Taxes Reconciliation of the beginning and HTML 45K
ending amount of unrecognized tax benefits
(Details)
83: R69 Shareholders' Equity (Details) HTML 45K
84: R70 Shareholders' Equity Share Repurchases (Details) HTML 40K
85: R71 Share-Based Compensation Narrative (Details) HTML 36K
86: R72 Share-Based Compensation (Stock Option and SAR HTML 76K
Activity) (Details)
87: R73 Share-Based Compensation (Restricted Share HTML 46K
Activity) (Details)
88: R74 Share-Based Compensation Other Share-Based HTML 61K
Compensation Data (Details)
89: R75 Share-Based Compensation (Share-Based Compensation HTML 48K
Principal Fair Value Assumptions) (Details)
90: R76 Commitments and Contingencies (Details) HTML 36K
91: R77 Commitments and Contingencies Future Lease HTML 45K
Payments (Details)
92: R78 Segment Financial Information (Narrative) HTML 43K
(Details)
93: R79 Segment Financial Information (Details) HTML 121K
94: R80 Quarterly Financial Data (Unaudited) (Details) HTML 61K
95: R81 Schedule I (Details) HTML 41K
96: R82 Schedule I Condensed Balance Sheets (Details) HTML 109K
97: R83 Schedule I Balance Sheet Document (Details) HTML 49K
98: R84 Schedule I Condensed Statement of Comprehensive HTML 66K
Income (Details)
99: R85 Schedule I Statement of Cash Flows (Details) HTML 102K
100: R86 Schedule I Maturities of Commercial Paper and HTML 48K
Long-Term Debt (Details)
102: XML IDEA XML File -- Filing Summary XML 190K
101: EXCEL IDEA Workbook of Financial Reports XLSX 133K
9: EX-101.INS XBRL Instance -- unh-20171231 XML 5.79M
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14: EX-101.PRE XBRL Presentations -- unh-20171231_pre XML 1.66M
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103: ZIP XBRL Zipped Folder -- 0000731766-18-000005-xbrl Zip 409K
| Exhibit |
A. | Employment. UnitedHealth Group hereby employs Executive, and Executive accepts employment, under this Agreement’s
terms. |
B. | Title and Duties. Executive will be employed as the Chief Executive Officer of Medicare & Retirement, UnitedHealthcare. Executive will perform such duties, and exercise such supervision and control, as are commonly associated with Executive’s position, as well as perform such other duties as are reasonably assigned to Executive. Executive will devote substantially all of Executive’s business time and energy to Executive’s duties. Executive will maintain operations in Executive’s area of responsibility, and make every reasonable effort to ensure that the employees within that area of responsibility act, in compliance with applicable law and UnitedHealth Group’s Code of Conduct, as amended from time to time. Executive
is subject to all of UnitedHealth Group’s employment policies and procedures (except as specifically superseded by this Agreement). |
A. | Base Salary. Effective December 1, 2014, Executive’s base salary will be $700,000, less applicable withholdings and deductions, payable according to UnitedHealth Group’s regular payroll schedule. Periodic adjustments to Executive’s base salary may be made in UnitedHealth Group’s sole discretion. |
B. | Incentive
Compensation. Executive will be eligible to participate in UnitedHealth Group’s incentive compensation plans in UnitedHealth Group’s discretion and in accordance with the plans’ terms and conditions. Executive’s target bonus for the annual cash incentive will be 100% of annual base salary, subject to periodic adjustments in UnitedHealth Group’s discretion. |
C. | Employee Benefits. Executive will be eligible to participate in UnitedHealth Group’s employee welfare, retirement, and other benefit plans on the same basis as other similarly situated executives, in accordance with the terms of the plans. Executive
will be eligible for Paid Time Off in accordance with UnitedHealth Group’s policies. UnitedHealth Group reserves the right to amend or discontinue any plan or policy at any time in its sole discretion. In addition to the Company’s generally available benefits, UnitedHealth Group shall provide Executive, at UnitedHealth Group’s expense during the term of Executive’s employment, a $2 million face value term life insurance policy and a long term disability policy which covers 60% of base salary in the event of a qualifying long term disability, subject to the policy terms. |
A. | By
Mutual Agreement. The parties may terminate Executive’s employment at any time by mutual agreement. |
B. | By UnitedHealth Group without Cause. UnitedHealth Group may terminate Executive’s employment without Cause upon 90 days’ prior written notice. |
C. | By UnitedHealth Group with Cause. UnitedHealth Group may terminate Executive’s employment at any time for Cause. “Cause”
means Executive’s (a) material failure to follow UnitedHealth Group’s reasonable direction or to perform any duties reasonably required on material matters, (b) material violation of, or failure to act upon or report known or suspected violations of, UnitedHealth Group’s Code of Conduct, as amended from time to time, (c) conviction of any felony, (d) commission of any criminal, fraudulent, or dishonest act in connection with Executive’s employment, (e) material breach of this Agreement, or (f) conduct that is materially detrimental to UnitedHealth Group’s interests. UnitedHealth Group will, within 120 days of discovery of the conduct, give Executive written notice specifying the conduct constituting Cause in reasonable detail and Executive will have 60 days to remedy such conduct, if such conduct is reasonably capable of being remedied. In any instance where the Company may have grounds
for Cause, failure by the Company to provide written notice of the grounds for Cause within 120 days of discovery shall be a waiver of its right to assert the subject conduct as a basis for termination for Cause. |
D. | By Executive without Good Reason. Executive may terminate Executive’s employment at any time for any reason, including due to Executive’s retirement. |
E. | By
Executive for Good Reason. Executive may terminate Executive’s employment for Good Reason, as defined below. Executive must give UnitedHealth Group written notice specifying in reasonable detail the circumstances constituting Good Reason, within 120 days of becoming aware of such circumstances, or such circumstances will not constitute Good Reason. If the circumstances constituting Good Reason are reasonably capable of being remedied, UnitedHealth Group will have 60 days to remedy such circumstances. “Good Reason” will exist if UnitedHealth Group takes any of the following actions, without Executive’s consent: (a) reduces Executive’s base salary or target bonus percentage other than in connection with a general reduction affecting a group of employees; (b) moves Executive’s primary work location more than 50 miles; (c) makes changes that substantially diminish Executive’s duties or responsibilities; or (d) changes the Executive’s reporting
relationship. |
F. | Due to Executive’s Death or Disability. Executive’s employment will terminate automatically if Executive dies, effective as of the date of Executive’s death. UnitedHealth Group may terminate Executive’s employment due to Executive’s disability that renders Executive incapable of performing the essential functions of Executive’s job, with or without reasonable accommodation. Executive will not be entitled to Severance Benefits under Section 4 in the event of termination due to Executive’s death or disability. |
4. | Severance
Benefits. |
A. | Circumstances under Which Severance Benefits Payable. Executive will be entitled to Severance Benefits only if Executive’s employment is terminated by UnitedHealth Group without Cause or if Executive terminates employment for Good Reason. Whether Executive has had a termination of employment will be determined in a manner consistent with the definition of “Separation from Service” under Section 409A of the Internal Revenue Code of 1986 and its accompanying regulations (“Section 409A”) and will be referred to herein as a “Termination.” For purposes of this Agreement, Executive will be considered to have experienced a Termination as of the date that the facts and circumstances
indicate that it is reasonably anticipated that Executive will provide no further services after such date or that the level of bona fide services that Executive is expected to perform permanently decreases to no more than 20% of the average level of bona fide services that Executive performed over the immediately preceding 36-month period In consideration of the Severance Benefits in this Agreement, Executive waives any payments or benefits to which Executive otherwise might be or become entitled under any UnitedHealth Group severance plan or program. |
B. | Severance Benefits. Subject to Section 4.C, Executive shall be
entitled to the following Severance Benefits if Executive experiences a Termination under the circumstances described in Section 4.A above: |
C. | Separation Agreement and Release Required. In order to receive any Severance Benefits under this Agreement, Executive must
timely sign a separation agreement and release of claims in a form determined by UnitedHealth Group in its discretion. UnitedHealth Group shall provide to Executive a form of separation agreement and release of claims no later than three (3) days following Executive’s date of Termination. If Executive does not timely execute and deliver to UnitedHealth Group such separation agreement and release, or if Executive does so, but then revokes it if permitted by and within the time required by applicable law, UnitedHealth Group will have no obligation to pay severance compensation to Executive. |
5. | Property Rights, Confidentiality, Non-Disparagement, and Restrictive Covenants. |
A. | UnitedHealth
Group’s Property. |
i. | Assignment of Property Rights. Executive must promptly disclose in writing to UnitedHealth Group all inventions, discoveries, processes, procedures, methods and works of authorship, whether or not patentable or copyrightable, that Executive alone or jointly conceives, makes, discovers, writes or creates, during working hours or on Executive’s own time, during this Agreement’s term (the “Works”). Executive hereby assigns to UnitedHealth Group all Executive’s rights, including copyrights and patent rights, to all Works. Executive must assist UnitedHealth Group as it reasonably requires to perfect, protect, and use its rights to
the Works. This provision does not apply to any Work for which no UnitedHealth Group equipment, supplies, facility or trade secret information was used and: (1) which does not relate directly to UnitedHealth Group’s business or actual or demonstrably anticipated research or development, or (2) which does not result from any work performed for UnitedHealth Group. |
ii. | No Removal of Property. Executive may not remove from UnitedHealth Group’s premises any UnitedHealth Group records, documents, data or other property, in either original or duplicate form, except as necessary in the ordinary course of UnitedHealth Group’s business. |
iii. | Return
of Property. Executive must immediately deliver to UnitedHealth Group, upon termination of employment, or at any other time at UnitedHealth Group’s request, all UnitedHealth Group property, including records, |
B. | Confidential Information. Executive will be given access to and provided with sensitive, confidential, proprietary and trade secret information (“Confidential Information”) in the course of Executive’s
employment. Examples of Confidential Information include: inventions; new product or marketing plans; business strategies and plans; merger and acquisition targets; financial and pricing information; computer programs, source codes, models and databases; analytical models; customer lists and information; and supplier and vendor lists and other information which is not generally available to the public. Executive agrees not to disclose or use Confidential Information, either during or after Executive’s employment with UnitedHealth Group, except as necessary to perform Executive’s UnitedHealth Group duties or as UnitedHealth Group may consent in writing. |
C. | Non-Disparagement. Executive
agrees not to criticize, make any negative comments about or otherwise disparage UnitedHealth Group or those associated with it, whether orally, in writing or otherwise, directly or by implication, to any person or entity, including UnitedHealth Group customers or agents. |
D. | Restrictive Covenants. Executive agrees to the restrictive covenants in this Section in consideration of Executive’s employment and UnitedHealth Group’s promises in this Agreement, including providing Executive access to Confidential Information. The restrictive covenants in this Section apply during Executive’s employment and for 24 months following termination of employment for any reason. Executive agrees that he/she will not, without UnitedHealth
Group's prior written consent, directly or indirectly, for Executive or for any other person or entity, as agent, employee, officer, director, consultant, owner, principal, partner or shareholder, or in any other individual or representative capacity, engage in any of the following activities: |
i. | Non-Solicitation. Executive will not: |
(a) | Solicit or conduct business with any business competitive with UnitedHealth Group from any person or entity: (1) who was a UnitedHealth Group provider or customer within
the 12 months before Executive’s employment termination and with whom Executive had contact regarding UnitedHealth Group’s activity, products or services, or for whom Executive provided services or supervised employees who provided those services, or about whom Executive learned Confidential Information during employment related to UnitedHealth Group’s provision of products and services to such person or entity, or (2) was a prospective provider or customer UnitedHealth Group solicited within the 12 months before |
(b) | Raid, hire, employ, recruit or solicit any UnitedHealth Group employee or consultant who possesses Confidential Information of UnitedHealth Group to leave UnitedHealth Group to join a competitor; |
(c) | Induce or influence any UnitedHealth Group employee, consultant, or provider who possesses Confidential Information of UnitedHealth Group to terminate his, her or its employment or other relationship with UnitedHealth Group; or |
(d) | Assist
anyone in any of the activities listed above. |
ii. | Non-Competition. Executive will not: |
(a) | Engage in or participate in any activity that competes, directly or indirectly, with any UnitedHealth Group activity, product or service that Executive engaged in, participated in, or had Confidential Information about during Executive’s last 36 months of employment with UnitedHealth Group; or |
(b) | Assist
anyone in any of the activities listed above. |
iii. | Because UnitedHealth Group’s business competes on a nationwide basis, the Executive’s obligations under this “Restrictive Covenants” section shall apply on a nationwide basis anywhere in the United States. |
iv. | To the extent Executive and UnitedHealth Group agree at any time to enter into separate agreements containing restrictive covenants with different or inconsistent terms than those contained herein, Executive and UnitedHealth Group acknowledge and agree that such different
or inconsistent terms shall not in any way affect or have relevance to the Restrictive Covenants contained herein. |
E. | Cooperation and Indemnification. Executive agrees to cooperate fully (i) with UnitedHealth Group in the investigation, prosecution or defense of any potential claims or concerns regarding UnitedHealth Group’s business about which Executive has relevant knowledge, including by providing truthful information and testimony
as reasonably requested by UnitedHealth Group, and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding concerning UnitedHealth Group. UnitedHealth Group will reimburse Executive for any reasonable travel and out-of-pocket expenses incurred by Executive in providing such cooperation. UnitedHealth Group will indemnify Executive, in accordance with the Minnesota Business Corporation Act, for all claims and other covered matters arising in connection with Executive’s employment. |
F. | Injunctive Relief. Executive agrees that (a) legal remedies (money damages) for any breach of Section 5 will be inadequate, (b) UnitedHealth Group will suffer immediate and irreparable
harm from any such breach, and (c) UnitedHealth Group will be entitled to injunctive relief from a court in addition to any legal remedies UnitedHealth Group may seek in arbitration. If an arbitrator or court determines that Executive has breached any provision of Section 5, Executive agrees to pay to UnitedHealth Group its reasonable costs and attorney’s fees incurred in enforcing that provision. |
6. | Miscellaneous. |
A. | Tax Withholding. All compensation payable under this Agreement will
be subject to applicable tax withholding and other required or authorized deductions. |
B. | Assignment. Executive may not assign this Agreement. UnitedHealth Group may assign this Agreement. Any successor to UnitedHealth Group will be deemed to be UnitedHealth Group under this Agreement. |
C. | Entire Agreement; Amendment. This Agreement contains the parties’ entire agreement regarding its subject matter and may only be amended in a writing signed by the parties. This Agreement supersedes
any and all prior oral or written employment agreements (including letters and memoranda) between Executive and UnitedHealth Group or its predecessors. This Agreement does not supersede the terms of any stock option, restricted stock, or stock appreciation rights plan or award. |
D. | Choice of Law. Minnesota law governs this Agreement. |
E. | Waivers. No party’s failure to exercise, or delay in exercising, any right or remedy under this Agreement will be a waiver of such right or remedy,
nor will any single |
F. | Narrowed Enforcement and Severability. If a court or arbitrator decides that any provision of this Agreement is invalid or overbroad, the parties agree that the court or arbitrator should narrow such provision so that it is enforceable or, if narrowing is not possible or permissible, such provision should be considered severed and the other provisions of this Agreement should be unaffected. |
G. | Dispute
Resolution and Remedies. Except for injunctive relief under Section 5.F, any dispute between the parties relating to this Agreement or to Executive’s employment will be resolved by binding arbitration under UnitedHealth Group’s Employment Arbitration Policy, as it may be amended from time to time. The arbitrator(s) may not vary this Agreement’s terms and must apply applicable law. |
H. | Payment of Deferred Compensation - Section 409A. To the extent applicable, it is intended that the compensation arrangements under this Agreement be in full compliance with Section 409A. This Agreement shall be construed in a manner to give effect to such intention. In no event whatsoever shall UnitedHealth Group be liable
for any tax, interest or penalties that may be imposed on Executive under Section 409A. UnitedHealth Group shall have no obligation to indemnify or otherwise hold Executive harmless from any such taxes, interest or penalties, or from liability for any damages related thereto. |
I. | Electronic Transmission/Counterparts. The executed version of this Agreement may be delivered by facsimile or email, and upon receipt, such transmission shall be deemed delivery of an original. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, and all of which together will constitute one document. |
United
HealthCare Services, Inc. | Executive | |
By: /s/ D. Ellen Wilson | By: /s/ Steven H. Nelson | |
Its:
Executive Vice President, Human Capital | ||
Date: March 24, 2015 | Date: March 23, 2015 | |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/13/18 | 3, 4, 8-K, SC 13G/A | ||
| For Period end: | 12/31/17 | 11-K | ||
| 3/24/15 | 4, NO ACT | |||
| 3/23/15 | ||||
| 12/1/14 | 8-K | |||
| 1/26/09 | ||||
| 1/22/08 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/11/18 SEC UPLOAD¶ 5/09/18 1:38K UnitedHealth Group Inc. 3/22/18 SEC UPLOAD¶ 5/09/18 1:47K UnitedHealth Group Inc. |