SEC Info - Unitedhealth Group Inc - ‘10-Q’ for 9/30/15

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Unitedhealth Group Inc – ‘10-Q’ for 9/30/15 – ‘EX-10.2’

On: Thursday, 11/5/15, at 4:05pm ET · For: 9/30/15 · Accession #: 731766-15-49 · File #: 1-10864

  As Of               Filer                 Filing    For·On·As Docs:Size

11/05/15  Unitedhealth Group Inc            10-Q        9/30/15   84:13M

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    867K 
 2: EX-10.2     Material Contract                                   HTML     40K 
 3: EX-10.3     Material Contract                                   HTML     31K 
 4: EX-10.4     Material Contract                                   HTML     75K 
 5: EX-10.5     Material Contract                                   HTML     77K 
 6: EX-10.6     Material Contract                                   HTML     75K 
 7: EX-12.1     Statement re: Computation of Ratios                 HTML     35K 
 8: EX-31.1     Certification -- §302 - SOA'02                      HTML     40K 
 9: EX-32.1     Certification -- §906 - SOA'02                      HTML     29K 
56: R1          Document and Entity Information Document            HTML     43K 
44: R2          Condensed Consolidated Balance Sheets               HTML    129K 
54: R3          Condensed Consolidated Balance Sheet                HTML     44K 
                (Parenthetical)                                                  
58: R4          Condensed Consolidated Statements of Operations     HTML    101K 
78: R5          Condensed Consolidated Statements of Comprehensive  HTML     66K 
                Income                                                           
46: R6          Condesned Consolidated Statements of Changes in     HTML     90K 
                Equity                                                           
53: R7          Condensed Consolidated Statements of Cash Flows     HTML    118K 
40: R8          Basis of Presentation (Notes)                       HTML     34K 
31: R9          Business Combination (Notes)                        HTML     52K 
79: R10         Goodwill and Other Intangible Assets (Notes)        HTML     64K 
60: R11         Investments (Notes)                                 HTML    255K 
59: R12         Fair Value (Notes)                                  HTML    336K 
65: R13         Medicare Part D Pharmacy Benefits (Notes)           HTML     42K 
66: R14         Medical Costs Reserve Development (Notes)           HTML     38K 
63: R15         Health Insurance Industry Tax (Notes)               HTML     28K 
67: R16         Commercial Paper and Long-Term Debt (Notes)         HTML    240K 
55: R17         Shareholders' Equity (Notes)                        HTML     43K 
57: R18         Share-Based Compensation (Notes)                    HTML    109K 
62: R19         Commitments and Contingencies (Notes)               HTML     39K 
84: R20         Segment Financial Information (Notes)               HTML    326K 
74: R21         Basis of Presentation (Policies)                    HTML     37K 
50: R22         Goodwill and Other Intangible Assets Goodwill and   HTML     28K 
                Other Intangible Assets (Policies)                               
61: R23         Business Combination (Tables)                       HTML     44K 
52: R24         Goodwill and Other Intangible Assets (Tables)       HTML     66K 
24: R25         Investments (Tables)                                HTML    256K 
75: R26         Fair Value (Tables)                                 HTML    339K 
81: R27         Medicare Part D Pharmacy Benefits (Tables)          HTML     39K 
35: R28         Medical Costs Reserve Development (Tables)          HTML     36K 
34: R29         Commercial Paper and Long-Term Debt (Tables)        HTML    241K 
38: R30         Shareholders' Equity (Tables)                       HTML     32K 
39: R31         Share-Based Compensation (Tables)                   HTML    112K 
41: R32         Segment Financial Information (Tables)              HTML    321K 
22: R33         Business Combination (Details)                      HTML     60K 
71: R34         Business Combination Acquired Assets and            HTML     43K 
                Liabilities (Details)                                            
48: R35         Business Combination Acquired finite-lived          HTML     35K 
                intangible assets (Details)                                      
51: R36         Goodwill and Other Intangible Assets Goodwill       HTML     44K 
                Rollforward (Details)                                            
27: R37         Goodwill and Other Intangible Assets Future         HTML     35K 
                Amortization Expense relating to Intangible Assets               
                (Details)                                                        
83: R38         Investments (Narrative) (Details)                   HTML     28K 
16: R39         Investments (Short-Term and Long-Term Investments)  HTML     92K 
                (Details)                                                        
42: R40         Investments (Amortized Cost and Fair Value of       HTML     71K 
                Available-for-Sale Debt Securities by Contractual                
                Maturity) (Details)                                              
77: R41         Investments (Amortized Cost and Fair Value of       HTML     57K 
                Held-To-Maturity Debt Securities by Contractual                  
                Maturity) (Details)                                              
26: R42         Investments (Fair Value of Available-For-Sale       HTML     69K 
                Investments with Gross Unrealized Losses by                      
                Investment Type and Length of Time That Individual               
                Securities Have Been in a Continuous Unrealized                  
                Loss Position) (Details)                                         
33: R43         Investments (Net Realized Gains) (Details)          HTML     51K 
37: R44         Fair Value (Narrative) (Details)                    HTML     50K 
45: R45         Fair Value (Financial Assets and Liabilities,       HTML     92K 
                Excluding AARP, Measured at Fair Value on a                      
                Recurring Basis) (Details)                                       
21: R46         Fair Value (Financial Assets and Liabilities,       HTML     86K 
                Excluding AARP, Not Measured at Fair Value on a                  
                Recurring Basis) (Details)                                       
30: R47         Fair Value (Reconciliation of Assets Measured at    HTML     50K 
                Fair Value on a Recurring Basis Using Level 3                    
                Inputs) (Details)                                                
18: R48         Fair Value Fair Value Inputs Assets Quantitative    HTML     45K 
                Information (Details)                                            
76: R49         Fair Value (Assets and Liabilities measured at      HTML    108K 
                fair value on a recurring basis) (Details)                       
25: R50         Medicare Part D Pharmacy Benefits Schedule of       HTML     33K 
                Receivables and Payables (Details)                               
73: R51         Medical Costs Reserve Development (Details)         HTML     29K 
28: R52         Health Insurance Industry Tax (Details)             HTML     29K 
43: R53         Commercial Paper and Long-Term Debt (Narrative)     HTML     73K 
                (Details)                                                        
17: R54         Commercial Paper and Long-Term Debt (Details)       HTML    179K 
20: R55         Commercial Paper and Long-Term Debt Fair Value      HTML     38K 
                Hedges Statement of Financial Position Location                  
                (Details)                                                        
36: R56         Commercial Paper and Long-Term Debt Fair Value      HTML     38K 
                Hedges Effect of Changes in Fair Value Hedges on                 
                Income (Details)                                                 
23: R57         Shareholders' Equity (Details)                      HTML     35K 
80: R58         Shareholders' Equity Dividends Paid (Details)       HTML     30K 
47: R59         Share-based Compensation Narrative (Details)        HTML     30K 
64: R60         Share-Based Compensation (Stock Option and SAR      HTML     72K 
                Activity) (Details)                                              
29: R61         Share-Based Compensation (Restricted Share          HTML     43K 
                Activity) (Details)                                              
32: R62         Share-Based Compensation Other Share-Based          HTML     53K 
                Compensation Data (Details)                                      
70: R63         Share-Based Compensation (Share-Based Compensation  HTML     46K 
                Principal Fair Value Assumptions) (Details)                      
68: R64         Commitments and Contingencies (Details)             HTML     40K 
49: R65         Segment Financial Information (Narrative)           HTML     32K 
                (Details)                                                        
69: R66         Segment Financial Information (Details)             HTML    114K 
82: XML         IDEA XML File -- Filing Summary                      XML    149K 
19: EXCEL       IDEA Workbook of Financial Reports                  XLSX     91K 
10: EX-101.INS  XBRL Instance -- unh-20150930                        XML   5.30M 
12: EX-101.CAL  XBRL Calculations -- unh-20150930_cal                XML    240K 
13: EX-101.DEF  XBRL Definitions -- unh-20150930_def                 XML   1.07M 
14: EX-101.LAB  XBRL Labels -- unh-20150930_lab                      XML   1.88M 
15: EX-101.PRE  XBRL Presentations -- unh-20150930_pre               XML   1.23M 
11: EX-101.SCH  XBRL Schema -- unh-20150930                          XSD    184K 
72: ZIP         XBRL Zipped Folder -- 0000731766-15-000049-xbrl      Zip    316K

‘EX-10.2’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Exhibit

Exhibit 10.2

SIXTH AMENDMENT

UNITEDHEALTH GROUP

EXECUTIVE SAVINGS PLAN

(2004 Statement)

WHEREAS, UnitedHealth Group Incorporated, a Minnesota corporation (“UnitedHealth Group”) has heretofore established and maintains several nonqualified, deferred compensation programs (the “ESP”) for the benefit of a select group of management or highly compensated employees of UnitedHealth Group and certain affiliates of UnitedHealth Group; and

WHEREAS, said programs are currently embodied in a single document which is effective January 1, 2004, and which is entitled “UNITEDHEALTH GROUP EXECUTIVE SAVINGS PLAN (2004 Statement)” (hereinafter referred to as the “Plan Statement”); and

WHEREAS, the Board of Directors of UnitedHealth Group has delegated to the Compensation and Human Resources Committee of the Board of Directors the power and authority to amend the Plan Statement; and

WHEREAS, the Compensation and Human Resources Committee has further delegated its authority to amend the Plan Statement to the Executive Vice President, Human Capital with the exception of amendments that would materially increase the cost of the ESP, and amendments that are required to be adopted by the Board of Directors or the Compensation and Human Resources Committee in order to comply with the requirements of Section 162(m) of the Internal Revenue Code or Section 16 of the Securities Exchange Act of 1934; and

WHEREAS, the Executive Vice President, Human Capital wishes to amend the Plan Statement to provide that members of the Senior Leadership Team are eligible to participate in the Plan, and to clarify the rules governing participation in the ESP by employees who transfer between different affiliates of UnitedHealth, or who terminate employment and are subsequently rehired; and

WHEREAS, the Executive Vice President, Human Capital has determined that such amendments will not materially increase the cost of the ESP, and that none of such amendments are required to be adopted by the Board of Directors or the Compensation and Human Resources Committee in order to comply with the requirements of Section 162(m) of the Internal Revenue Code or Section 16 of the Securities Exchange Act of 1934;

NOW, THEREFORE, BE IT RESOLVED, that the Plan Statement is hereby amended in the following respect:

1. DEFINITION OF ELIGIBLE GRADE LEVEL. Effective as of January 1, 2015, Section 1.2.11(a) (as renumbered by the Sixth Amendment) is amended to read as follows:


(a)	In General. For regular full-time or part-time employees: the Executive Leadership Team; the Senior Leadership Team; Salary Grades 31 and 32 (but only if base salary is equal to or exceeds any specific compensation criteria established by the Executive Vice

President, Human Capital); Medical Director Grades M2, M3 and M4 (but only if base salary is equal to or exceeds any specific compensation criteria established by the Executive Vice President, Human Capital); and Sales Band SSL (but only if base salary is equal to or exceeds any specific compensation criteria established by the Executive Vice President, Human Capital).

2. ELIGIBILITY OF CERTAIN RE-EMPLOYED PARTICIPANTS. Effective as of January 1, 2015, Section 2.3 is amended to read as follows

2.3. Special Eligibility Rule For Former Participants. If a Participant terminates employment with the Employer and all Affiliates and such Participant:


(a)	is subsequently reemployed by an Employer as an Eligible Employee, and


(b)	is selected for participation in this Plan by the Administrative Committee (or, for a Section 16 Officer, by the Board of Directors),


(c)	either

(i)

has been paid all amounts deferred under this Plan (and all other like-type plans of the Employers and all Affiliates which are required to be aggregated for purposes of section 409A of the Code), and on and before the date of the last payment was not eligible to continue (or elect to continue) to participate in this Plan (and all other like-type plans of the Employers and all Affiliates which are required to be aggregated for purposes of section 409A of the Code) for periods after the last payment, or


(ii)	has not been eligible to participate in this Plan (or any other like-type plan of any Employer or Affiliate which is required to be aggregated with this Plan for purposes of section 409A of the Code) at any time during the twenty-four (24) month period ending on the date such employee is selected for participation in this Plan, other than by the accrual of earnings, and

the Administrative Committee (or, for a Section 16 Officer, the Board of Directors) may designate that such employee shall be allowed to reenter the Plan as a Participant as of a fixed prospective date that is other than the first day of a Plan Year so long as that prospective date is within thirty (30) days of selection. Such employee shall be subject to the same enrollment requirements as any other selected employee who first becomes eligible to participate in this Plan after the first day of a Plan Year as provided in Section 2.2. A Participant whose employment is transferred to an Affiliate that has not adopted this Plan (or any other like-type plan which is required to be aggregated with this Plan for purposes of section 409A of the Code) and who otherwise meets the requirements of this Section 2.3 shall be treated as having terminated employment.

3. ELIGIBILITY OF CERTAIN EMPLOYEES OF ACQUIRED COMPANIES. Effective as of January 1, 2015, Section 2.4 is amended by deleting the phrase “is a participant in any account balance deferred compensation plan maintained by such

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acquired company and such employee” in the introductory language, and by amending 2.4(b) to read as follows:


(b)	has not been eligible to participate in any account balance deferred compensation plan which is required to be aggregated with this Plan for purposes of section 409A of the Code (other than by the accrual of earnings) at any time during the twenty-four (24) month period ending on the date such employee is selected for participation in this Plan, and

3. CLARIFICATION OF TREATMENT OF CERTAIN TRANSFERS. Effective as of January 1, 2015, a new Section 2.7 is added to read as follows:

2.7 Treatment of Certain Transferred Participants. Optum Medical Services, P.C. is a wholly owned indirect subsidiary of UnitedHealth Group, which sponsors the Optum Partner Services Executive Savings Plan (the “Optum ESP”), a nonqualified deferred compensation plan for the benefit of Optum Medical Services, P.C., and its respective affiliates, all of which are Affiliates as defined in this Plan. The following rules shall apply to transfers of employment between an Employer and any other Affiliate that occurs during a Plan Year:

(a)

If a participant in either this Plan or the Optum ESP is transferred during a Plan Year to the employ of any Employer or Affiliate that has adopted either this Plan or the Optum ESP as of the first day of the Plan Year (the “New Participating Employer”), then the deferral elections made under either this Plan or the Optum ESP shall be applied to compensation paid by the New Participating Employer as follows:


(i)	An election to defer base salary for the Plan Year in which such transfer occurs shall be treated as an election to defer the same percentage of the Participant’s base salary paid by the New Participating Employer under either this Plan or the Optum ESP for the balance of the Plan Year.

(ii)

An election to defer any incentive compensation paid with respect to a performance period of not more than one year, which performance period either coincides with or is contained with the Plan Year, shall be treated as an election to defer the same percentage of any incentive compensation plan sponsored by the New Participating Employer for a performance period of not more than one year which performance period either coincides with or is contained with the Plan Year, but only if, at the time the participant made the original deferral election he could have made an election to defer such incentive compensation consistent with section 409A (regardless of whether the Plan or Optum ESP would have permitted such an election).

(iii)

If the participant is participating in any long-term incentive plan with a performance period that exceeds one year, and is transferred during such performance period, any election to defer any long-term incentive compensation paid with respect to such performance period, shall be treated as an election to defer the same percentage of any long-term incentive compensation plan sponsored by the New Participating Employer for a performance period that ends

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on the same date as the original performance period, but only to the extent, at the time the participant made the original deferral election he could have made an election to defer such incentive compensation consistent with section 409A (regardless of whether the Plan or Optum ESP would have permitted such an election).

(iv)

If the participant first became eligible to participate in the Plan or Optum ESP in the Plan Year in which the transfer occurs, and was permitted to make an election because of his initial eligibility, the rules described above shall apply to the remaining portion of the Plan Year, and whether the Employer or Affiliate to which the participant is transferred is a New Participating Employer shall be determined by whether the Employer or Affiliate had adopted either this Plan or the Optum ESP on the date of the participant’s initial eligibility.


(b)	Except as otherwise provided in (a), or as otherwise required by Section 409A of the Code, a participant’s deferral election shall not apply to any compensation paid by any Employer or Affiliate other than the Employer or Affiliate by which he was employed at the time the election was made, provided, however, that:


(i)	To the extent any form of incentive compensation with respect to which a Participant has made a deferral election becomes payable after the Participant’s employment has been transferred to another Employer or Affiliate, it shall be deferred as if the Participant had still been employed by an Employer at the time of payment.


(ii)	Nothing contained herein shall preclude the Administrative Committee (or, for a Section 16 Officer, the Board of Directors) from permitting an Eligible Employee to make a deferral election following a transfer of employment if such election would otherwise be permitted under Section 4.

(c)

Accounts representing compensation deferred under the Optum ESP of a person whose employment is transferred to an Employer may be transferred to this Plan, and the Account balance of a Participant whose employment is transferred to an Affiliate that participates in the Optum ESP may be transferred to the Optum ESP, in both cases in accordance with procedures, and subject to limitations, established by the Administrative Committee; provided, however, that such transfer shall have no effect on the time or form of payment of the amount transferred, except as otherwise permitted by section 409A of the Code.

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Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	11/5/15	4
For Period end:	9/30/15
	1/1/15
	1/1/04
		List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/24  UnitedHealth Group Inc.           10-K       12/31/23  119:19M
 2/24/23  UnitedHealth Group Inc.           10-K       12/31/22  119:19M
 2/15/22  UnitedHealth Group Inc.           10-K       12/31/21  113:19M
 3/01/21  UnitedHealth Group Inc.           10-K       12/31/20  107:17M

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Filing Submission 0000731766-15-000049 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)