SEC Info - Unitedhealth Group Inc - ‘10-K’ for 12/31/14

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Unitedhealth Group Inc – ‘10-K’ for 12/31/14 – ‘EX-10.32’

On: Tuesday, 2/10/15, at 4:45pm ET · For: 12/31/14 · Accession #: 731766-15-7 · File #: 1-10864

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

 2/10/15  Unitedhealth Group Inc            10-K       12/31/14  111:26M

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.49M 
 2: EX-10.2     Material Contract                                   HTML     35K 
 3: EX-10.3     Material Contract                                   HTML     83K 
 4: EX-10.32    Material Contract                                   HTML     57K 
 6: EX-21.1     Subsidiaries List                                   HTML    128K 
 7: EX-23.1     Consent of Experts or Counsel                       HTML     34K 
 8: EX-24.1     Power of Attorney                                   HTML     40K 
 5: EX-12.1     Statement re: Computation of Ratios                 HTML     45K 
 9: EX-31.1     Certification -- §302 - SOA'02                      HTML     48K 
10: EX-32.1     Certification -- §906 - SOA'02                      HTML     36K 
76: R1          Document and Entity Information Document            HTML     63K 
62: R2          Consolidated Balance Sheets                         HTML    152K 
73: R3          Consolidated Balance Sheet (Parenthetical)          HTML     68K 
80: R4          Consolidated Statements of Operations               HTML    123K 
101: R5          Consolidated Statements of Comprehensive Income     HTML     82K  
64: R6          Consolidated Statements of Changes in               HTML    113K 
                Shareholders' Equity                                             
72: R7          Consolidated Statements of Cash Flows               HTML    162K 
55: R8          Description of Business (Notes)                     HTML     33K 
45: R9          Basis of Presentation, Uses of Estimates and        HTML    128K 
                Significant Accounting Policies (Notes)                          
103: R10         Investments (Notes)                                 HTML    297K  
82: R11         Fair Value (Notes)                                  HTML    336K 
81: R12         Property, Plant, and Capitalized Software (Notes)   HTML     55K 
88: R13         Goodwill and Intangible Assets (Notes)              HTML    120K 
89: R14         Medical Cost Reserve Development and Medical Costs  HTML     61K 
                Payable (Notes)                                                  
86: R15         Commercial Paper and Long-Term Debt (Notes)         HTML    222K 
90: R16         Income Taxes (Notes)                                HTML    155K 
74: R17         Shareholders' Equity (Notes)                        HTML     57K 
77: R18         Share-Based Compensation (Notes)                    HTML    115K 
84: R19         Commitments and Contingencies (Notes)               HTML     58K 
111: R20         Segment Financial Information (Notes)               HTML    317K  
97: R21         Quarterly Financial Data (Unaudited) (Notes)        HTML     85K 
68: R22         Schedule I (Notes)                                  HTML    191K 
83: R23         Basis of Presentation, Uses of Estimates and        HTML    195K 
                Significant Accounting Policies (Policies)                       
70: R24         Fair Value Fair Value (Policies)                    HTML     48K 
36: R25         Basis of Presentation, Uses of Estimates and        HTML     88K 
                Significant Accounting Policies (Tables)                         
98: R26         Investments (Tables)                                HTML    300K 
107: R27         Fair Value (Tables)                                 HTML    329K  
50: R28         Property, Plant, and Capitalized Software (Tables)  HTML     53K 
49: R29         Goodwill and Intangible Assets (Tables)             HTML    123K 
53: R30         Medical Cost Reserve Development and Medical Costs  HTML     62K 
                Payable (Tables)                                                 
54: R31         Commercial Paper and Long-Term Debt (Tables)        HTML    226K 
57: R32         Income Taxes (Tables)                               HTML    177K 
25: R33         Shareholders' Equity (Tables)                       HTML     41K 
95: R34         Share-Based Compensation (Tables)                   HTML    115K 
66: R35         Commitments and Contingencies Commitments and       HTML     43K 
                Contingencies (Tables)                                           
69: R36         Segment Financial Information (Tables)              HTML    302K 
40: R37         Quarterly Financial Data (Unaudited) (Tables)       HTML     84K 
110: R38         Schedule I (Tables)                                 HTML    197K  
17: R39         Basis of Presentation, Uses of Estimates and        HTML     84K 
                Significant Accounting Policies (Details)                        
59: R40         Basis of Presentation, Uses of Estimates and        HTML     46K 
                Significant Accounting Policies Medicare Part D                  
                (Details)                                                        
100: R41         Basis of Presentation, Uses of Estimates and        HTML     45K  
                Significant Accounting Policies Useful lives for                 
                property, equipment and capitalized software                     
                (Details)                                                        
38: R42         Basis of Presentation, Uses of Estimates and        HTML     53K 
                Significant Accounting Policies Redeemable                       
                Noncontrolling Interests (Details)                               
48: R43         Investments (Narrative) (Details)                   HTML     36K 
52: R44         Investments (Short-Term and Long-Term Investments)  HTML    137K 
                (Details)                                                        
63: R45         Investments (Fair Value of Mortgage-Backed          HTML    114K 
                Securities by Credit Rating Origination) (Details)               
24: R46         Investments (Amortized Cost and Fair Value of       HTML     87K 
                Available-for-Sale Debt Securities by Contractual                
                Maturity) (Details)                                              
44: R47         Investments (Amortized Cost and Fair Value of       HTML     66K 
                Held-To-Maturity Debt Securities by Contractual                  
                Maturity) (Details)                                              
19: R48         Investments (Fair Value of Available-For-Sale       HTML    117K 
                Investments with Gross Unrealized Losses by                      
                Investment Type and Length of Time That Individual               
                Securities Have Been in a Continuous Unrealized                  
                Loss Position) (Details)                                         
99: R49         Investments (Net Realized Gains) (Details)          HTML     72K 
37: R50         Fair Value (Narrative) (Details)                    HTML     61K 
96: R51         Fair Value (Financial Assets and Liabilities,       HTML    145K 
                Excluding AARP, Measured at Fair Value on a                      
                Recurring Basis) (Details)                                       
41: R52         Fair Value (Financial Assets and Liabilities,       HTML    127K 
                Excluding AARP, Not Measured at Fair Value on a                  
                Recurring Basis) (Details)                                       
60: R53         Fair Value (Reconciliation of Assets Measured at    HTML     98K 
                Fair Value on a Recurring Basis Using Level 3                    
                Inputs) (Details)                                                
18: R54         Fair Value Fair Value Inputs Assets Quantitative    HTML     52K 
                Information (Details)                                            
22: R55         Fair Value (Assets and Liabilities measured at      HTML    189K 
                fair value on a recurring basis) (Details)                       
51: R56         Property, Plant, and Capitalized Software           HTML     38K 
                (Details)                                                        
29: R57         Property, Plant, and Capitalized Software Property  HTML     62K 
                Plant and Equipment Table (Details)                              
104: R58         Goodwill and Intangible Assets (Details)            HTML     36K  
65: R59         Goodwill and Intangible Assets Changes in the       HTML     64K 
                Carrying Amount of Goodwill by Reporting Segment                 
                (Details)                                                        
87: R60         Goodwill and Intangible Assets Gross carrying       HTML     63K 
                value, accumulated amortization and net carrying                 
                value of intangible assets (Details)                             
43: R61         Goodwill and Intangible Assets Weighted-average     HTML     48K 
                useful lives assigned to finite-lived intangible                 
                assets acquired in business combinations (Details)               
46: R62         Goodwill and Intangible Assets Amortization         HTML     45K 
                Expense relating to Intangible Assets (Details)                  
94: R63         Medical Costs and Medical Costs Payable             HTML     58K 
                Rollforward (Details)                                            
91: R64         Commercial Paper and Long-Term Debt (Narrative)     HTML     73K 
                (Details)                                                        
67: R65         Commercial Paper and Long-Term Debt (Details)       HTML    271K 
93: R66         Commercial Paper and Long-Term Debt Maturities of   HTML     51K 
                commercial paper and long-term debt (Details)                    
42: R67         Commercial Paper and Long-Term Debt Fair Value      HTML     46K 
                Hedges Statement of Financial Position Location                  
                (Details)                                                        
71: R68         Commercial Paper and Long-Term Debt Fair Value      HTML     48K 
                Hedges Effect of Changes in Fair Value Hedges on                 
                Income (Details)                                                 
106: R69         Income Taxes (Details)                              HTML     64K  
21: R70         Income Taxes Reconciliation of Provision for        HTML     54K 
                Income Taxes (Details)                                           
35: R71         Income Tax Reconciliation of the tax provision at   HTML     84K 
                the U.S. Federal Statutory Rate (Details)                        
61: R72         Income Taxes Components of Deferred Tax Assets and  HTML    102K 
                Liabilities (Details)                                            
27: R73         Income Taxes Reconciliation of the beginning and    HTML     53K 
                ending amount of unrecognized tax benefits                       
                (Details)                                                        
109: R74         Shareholders' Equity (Details)                      HTML     70K  
39: R75         Shareholders' Equity Dividends Paid (Details)       HTML     38K 
30: R76         Share-Based Compensation Narrative (Details)        HTML     44K 
34: R77         Share-Based Compensation (Stock Option and SAR      HTML     86K 
                Activity) (Details)                                              
23: R78         Share-Based Compensation (Restricted Share          HTML     53K 
                Activity) (Details)                                              
26: R79         Share-Based Compensation Other Share-Based          HTML     75K 
                Compensation Data (Details)                                      
78: R80         Share-Based Compensation (Share-Based Compensation  HTML     64K 
                Principal Fair Value Assumptions) (Details)                      
32: R81         Commitments and Contingencies (Details)             HTML     70K 
105: R82         Commitments and Contingencies Future Lease          HTML     50K  
                Payments (Details)                                               
58: R83         Segment Financial Information (Narrative)           HTML     49K 
                (Details)                                                        
85: R84         Segment Financial Information (Details)             HTML    261K 
92: R85         Quarterly Financial Data (Unaudited) (Details)      HTML     87K 
31: R86         Schedule I (Details)                                HTML     65K 
33: R87         Schedule I Condensed Balance Sheets (Details)       HTML    132K 
102: R88         Schedule I Balance Sheet Document (Details)         HTML     64K  
28: R89         Schedule I Condensed Statement of Comprehensive     HTML     88K 
                Income (Details)                                                 
79: R90         Schedule I Statement of Cash Flows (Details)        HTML    127K 
75: R91         Schedule I Maturities of Commercial Paper and       HTML     56K 
                Long-Term Debt (Details)                                         
108: XML         IDEA XML File -- Filing Summary                      XML    169K  
20: EXCEL       IDEA Workbook of Financial Reports                  XLSX    447K 
47: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   4.36M 
11: EX-101.INS  XBRL Instance -- unh-20141231                        XML   6.68M 
13: EX-101.CAL  XBRL Calculations -- unh-20141231_cal                XML    313K 
14: EX-101.DEF  XBRL Definitions -- unh-20141231_def                 XML   1.53M 
15: EX-101.LAB  XBRL Labels -- unh-20141231_lab                      XML   2.64M 
16: EX-101.PRE  XBRL Presentations -- unh-20141231_pre               XML   1.75M 
12: EX-101.SCH  XBRL Schema -- unh-20141231                          XSD    252K 
56: ZIP         XBRL Zipped Folder -- 0000731766-15-000007-xbrl      Zip    458K

‘EX-10.32’ — Material Contract

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

<! C: C:

UNH EX 10.32 12.31.2014

Exhibit 10.32

SEPARATION AND RELEASE AGREEMENT

THIS SEPARATION AND RELEASE AGREEMENT ("Agreement”) is between Gail Boudreaux ("I," “me” or “my”) and United HealthCare Services, Inc. ("Employer"). Employer and I agree:

1. Separation. My employment with Employer will terminate on February 27, 2015 (the “Separation Date”) unless terminated earlier as provided for in Sections 3.B.iii. or 3.B.iv of the Employment Agreement dated August 8, 2011 between Employer and me (“Employment Agreement”). For the avoidance of doubt, Sections 3.B.ii., 3.B.v. and 4 of the Employment Agreement are hereby deleted and of no further force and effect, except as set forth in Paragraph 14 below. Effective November 3, 2014, I will provide transitional assistance along with any other executive-level responsibilities that are assigned to me from time-to-time and will devote my business time and energy to the faithful and diligent performance of such duties; provided that prior to the Separation Date I shall not accept or agree to any other employment arrangement of any kind that has an effective commencement date prior to the Separation Date. During the period of my continued employment, I shall be paid bi-weekly salary at the same annualized rate of pay currently in place, and shall remain eligible for the employee benefits set forth in Section 2.D. and 2.E. of the Employment Agreement in accordance with their terms. I will remain eligible to participate in Employer’s annual incentive compensation plan for calendar year 2014 and will receive a payout at the same payment ratio of 2014 base salary as the Chief Executive Officer of Optum (as of November 1, 2014) and the Chief Financial Officer of UnitedHealth Group (as of November 1, 2014) . I agree that I will not receive a payout under Employer’s long term incentive compensation plan.

2. Separation Payments and Benefits. Unless my employment is terminated as provided for in my Employment Agreement, including, without limitation, due to my death or disability or if I resign for any reason prior to the Separation Date, and subject to my continued compliance with Section 5, Employer will provide me with the following Separation Payments and Benefits, less applicable tax withholdings and deductions, subject to my execution and delivery of (i) this Agreement and (ii) an additional release of claims not materially different from Section 3 below (the “Additional Release”) to be provided to me by Employer effective as of the Separation Date, which Additional Release shall be subject to the same review and revocation periods set forth in Sections 10 and 11 of this Agreement; provided, that I will not be entitled to the Severance Benefits unless I execute and deliver the Additional Release and the Additional Release becomes irrevocable within such review and revocation periods:

A. An amount equal to (1) $1,800,000, which represents two times my base salary, plus (2) an amount equal to two times the average of the last two years of my annual bonus incentive payments paid to me for 2013 and 2014 (excluding equity-related awards, payments under any long-term or similar benefit plan, or any other special or one-time bonus or incentive compensation payments). This amount will be paid to me over 52 pay periods at the same time and in the same manner as the regular employee payroll, beginning on the first payroll date that occurs after the end of the six-month period following the Separation Date. The first payment will include those payments that would otherwise have been paid during the period following the Separation Date.


B.	$12,000, which represents an amount to offset costs of COBRA. This amount will be paid on the first payroll date that occurs after the end of the six-month period following the Separation Date.

C. Post separation COBRA continuation eligibility and post-COBRA health care coverage as available and described in Section 2.E. of my Employment Agreement.

D. Outplacement services at the level provided to similarly situated employees selected by Employer, or through an outplacement firm selected by me (up to a maximum expenditure of $20,000).

I acknowledge that in order to comply with Internal Revenue Code Section 409A, due to my status as a "specified employee" at the time of my employment termination, no payments will be made to me under this Agreement until the first pay period that occurs after the end of the six-month period following the Separation Date. The payments otherwise due to me during that first six-month period will be paid to me in a lump sum.

The compensation and Severance Benefits in this Agreement are in lieu of any compensation, payments or benefits of any kind to which I otherwise might be entitled to under my Employment Agreement or severance plan or program.

3. Release. I release the following parties from all claims I may have, known or unknown, against them:


•	Employer;


•	Employer's parent, subsidiary and affiliated companies;


•	Employer's predecessors; and


•	All of the above companies' agents, directors, officers, employees, representatives, shareholders, successors and assigns.

My release of claims includes all claims related to my employment with Employer or the termination of my employment. For example, my release includes claims based on:

•

Any federal statute, including: the False Claims Act (including any right to share in any recovery by the United States government); Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1866; the Civil Rights Act of 1874; the Age Discrimination in Employment Act; the Equal Pay Act; the Americans with Disabilities Act; the Employee Retirement Income Security Act of 1974; the Family and Medical Leave Act; the Genetic Information Nondiscrimination Act of 2008; and the National Labor Relations Act;


•	Any state statute, including discrimination and whistleblower statutes;


•	Any ordinance;


•	Any express or implied contract, including the Employment Agreement dated August 8, 2011 between Employer and me;


•	Any tort, such as defamation, misrepresentation, infliction of emotional distress, or fraud;


•	Negligence; or


•	Any other legal theory.

My release also waives my right to begin or continue any complaint under Employer’s Internal Dispute Resolution (IDR) policy. I affirm that I have not filed, and that I will not file, any claim released in this Agreement against Employer, and that I have not assigned any claim release in this Agreement to anyone else.

My release does not: (i) affect my right to obtain any vested and nonforfeitable balance in my accounts under any retirement plan; (ii) preclude me from exercising any conversion or continuation coverage rights I may have under Employer’s welfare benefit plans, including, without limitation, my right to elect, at my sole expense, an individual pre-65 medical policy in accordance with Section 2.E. of my Employment Agreement; (iii) waive my right to file an administrative charge with or participate in an administrative proceeding conducted by any governmental agency concerning my employment, although my release does waive my right to receive any individual remedy, including monetary damages in connection with any charge; (iv) waive rights to indemnification that I may have pursuant to applicable law or insurance of Employer or its affiliates, it being understood and agreed that this Agreement shall not create or expand upon any such rights (if any) to indemnification; (v) affect my right to applicable unemployment insurance or workers compensation benefits to which I may be entitled; or (vi) any claims which may arise after the Separation Date, including claims to enforce this Agreement..

4. Cooperation and Assistance. I agree that I will cooperate (i) with Employer in the investigation, prosecution or defense of any potential claims or concerns regarding Employer’s or any affiliates’ business about which I have relevant knowledge, including by providing truthful information and testimony as reasonably requested by Employer, and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding concerning Employer or its affiliates. Employer will reimburse me for any reasonable travel and out-of-pocket expenses I incur in providing such cooperation. Employer and I reaffirm the remaining terms of Paragraph 5.E. of my Employment Agreement.

5. Section 5 of Employment Agreement. Section 5 of my Employment Agreement, "Property Rights, Confidentiality, Non-Disparagement, and Restrictive Covenants," continues in full force and effect and nothing in this Agreement is intended to or does supersede the terms in that Section 5. I reaffirm my agreement to comply with my obligations under that Section. In addition, Employer agrees that UnitedHealth Group’s Board of Directors (as of November 1, 2014) and Named Executive Officers (as defined in Employer’s SEC filings as of November 1, 2014) will not criticize or make any negative comments or otherwise disparage me, whether orally, in writing or otherwise, directly or by implication, to any person or entity.

6. Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights. Except as specifically provided by the terms of this Agreement, nothing in this Agreement is intended to or does supersede or otherwise affect the terms of any agreement or certificate relating to an award of stock options, restricted stock, restricted stock units or stock appreciation rights. My rights and obligations under any such agreement or certificate, including but not limited to any Restrictive Covenants, remain in full force and effect according to their terms.

7. Reference. I will direct all inquiries regarding my employment to Stephen Hemsley while he serves as Chief Executive Officer of Employer.

8. Disclosure. I have reviewed Employer’s Code of Conduct and I understand my obligations to Employer under the Code of Conduct. I agree that I have been given an adequate opportunity to advise Employer, and that I have fully and truthfully advised Employer, of any facts that I am aware of that constitute or might constitute a violation of the Code of Conduct, any other Employer policies, or any ethical, legal or contractual standards or obligations of Employer or its affiliates. If I learn of such facts in the future, I agree to report them to Employer by contacting Employer’s Compliance HelpLine at 1-800-455-4521.

9. Confidentiality of Agreement. I will keep this Agreement confidential and will not disclose its terms to anyone except my immediate family, legal counsel, and financial or tax advisor, provided these individuals agree to be bound by the terms of this confidentiality provision, and as required by law.

10. Judicial Modification and Severability. If any of this Agreement's provisions is determined to be unenforceable, I agree that such provision should be modified so that it is enforceable or, if modification is not possible, that it should be severed, and the enforceability of the remaining provisions will not be affected by such modification or severance.

11. Period to Consider Signing Agreement. I have 21 days to consider whether to sign this Agreement.

12. Revocation Period. I may revoke this Agreement up to 15 days after I sign it. To be effective, my revocation must be: (i) in writing; (ii) sent to Debra Berns, UnitedHealth Group 9900 Bren Road East, MN008-T700, Minnetonka, MN 55343 and (iii) sent within the 15-day period in a manner that provides proof it was sent (e.g., postmarked within the 15-day period).

13. Consulting an Attorney. I understand that Employer advises me to consult with an attorney prior to signing this Agreement, but that any legal consultation is at my own expense. I agree that I have had an adequate opportunity to consult with an attorney, I have read and understand this Agreement, and I am voluntarily signing this Agreement.

14. Internal Revenue Code Section 409A. To the extent applicable, it is intended that the compensation arrangements under this Agreement be in full compliance with Section 409A of the Internal Revenue Code of 1986 and its accompanying regulations (“Section 409A”). This Agreement shall be construed in a manner to give effect to such intention. In no event whatsoever shall Employer or any of its affiliates be liable for any tax, interest or penalties that may be imposed on me under Section 409A. Neither Employer nor any of its affiliates have any obligation to indemnify or otherwise hold me harmless from any such taxes, interest or penalties, or liability for any damages related thereto. The terms of Paragraph 6.H. of my Employment Agreement relating to Section 409A shall remain in effect.

15. Non-Admission. Nothing in this Agreement is intended to be an admission by Employer that it has violated any law or engaged in any wrongdoing.

16. Governing Law. This Agreement is governed by Minnesota law.

17. Entire Agreement. This Agreement and any other documents referenced in it are the entire agreement between Employer and me regarding my employment termination. To the extent there is a conflict, this Agreement shall apply. I agree that this Agreement may only be changed by a written amendment signed by both Employer and me. Any changes to this Agreement after it was first presented to me, whether material or immaterial, do not restart the decision period described in the Section entitled “Period to Consider Signing Agreement.”

18. 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.

19. Assignment. In the event I die before payment of all amounts described in this Agreement are made and I have otherwise complied with the terms of this Agreement, then Employer agrees to pay such unpaid amounts to my estate.



11/3/2014		/s/ *Gail Koziara Boudreaux*
Date		Employee Signature
		Employee ID #__________________



		UNITED HEALTHCARE SERVICES, INC.
11/9/2014		/s/ *Stephen J. Hemsley*
Date		By: *Stephen J. Hemsley*
		Title: President and Chief Executive Officer

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

	2/27/15
Filed on:	2/10/15	3, 4, 8-K
For Period end:	12/31/14	11-K, ARS
	11/3/14
	11/1/14
	8/8/11
		List all Filings

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Filing Submission 0000731766-15-000007 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)