Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.32M
2: EX-10.1 Material Contract HTML 98K
3: EX-10.26 Material Contract HTML 37K
4: EX-10.50 Material Contract HTML 72K
5: EX-21.1 Subsidiaries List HTML 278K
6: EX-23.1 Consent of Experts or Counsel HTML 31K
7: EX-24.1 Power of Attorney HTML 38K
8: EX-31.1 Certification -- §302 - SOA'02 HTML 45K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 34K
16: R1 Document and Entity Information Document HTML 65K
17: R2 Consolidated Balance Sheets HTML 131K
18: R3 Consolidated Balance Sheet (Parenthetical) HTML 57K
19: R4 Consolidated Statements of Operations HTML 106K
20: R5 Consolidated Statements of Comprehensive Income HTML 75K
21: R6 Consolidated Statements of Changes in Equity HTML 109K
22: R7 Consolidated Statement of Changes in Equity HTML 32K
(Parentheticals)
23: R8 Consolidated Statements of Cash Flows HTML 131K
24: R9 Description of Business (Notes) HTML 31K
25: R10 Basis of Presentation, Uses of Estimates and HTML 94K
Significant Accounting Policies (Notes)
26: R11 Investments (Notes) HTML 217K
27: R12 Fair Value (Notes) HTML 150K
28: R13 Property, Plant, and Capitalized Software (Notes) HTML 53K
29: R14 Goodwill and Intangible Assets (Notes) HTML 114K
30: R15 Medical Costs Payable (Notes) HTML 80K
31: R16 Commercial Paper and Long-Term Debt (Notes) HTML 248K
32: R17 Income Taxes (Notes) HTML 157K
33: R18 Shareholders' Equity (Notes) HTML 49K
34: R19 Share-Based Compensation (Notes) HTML 111K
35: R20 Commitments and Contingencies (Notes) HTML 49K
36: R21 Segment Financial Information (Notes) HTML 307K
37: R22 Quarterly Financial Data (Unaudited) (Notes) HTML 81K
38: R23 Schedule I (Notes) HTML 201K
39: R24 Basis of Presentation, Uses of Estimates and HTML 156K
Significant Accounting Policies (Policies)
40: R25 Fair Value Fair Value (Policies) HTML 43K
41: R26 Schedule I (Policies) HTML 120K
42: R27 Basis of Presentation, Uses of Estimates and HTML 70K
Significant Accounting Policies (Tables)
43: R28 Investments (Tables) HTML 213K
44: R29 Fair Value (Tables) HTML 142K
45: R30 Property, Plant, and Capitalized Software (Tables) HTML 51K
46: R31 Goodwill and Intangible Assets (Tables) HTML 121K
47: R32 Medical Costs Payable (Tables) HTML 82K
48: R33 Commercial Paper and Long-Term Debt (Tables) HTML 250K
49: R34 Income Taxes (Tables) HTML 159K
50: R35 Shareholders' Equity (Tables) HTML 48K
51: R36 Share-Based Compensation (Tables) HTML 114K
52: R37 Commitments and Contingencies (Tables) HTML 40K
53: R38 Segment Financial Information (Tables) HTML 298K
54: R39 Quarterly Financial Data (Unaudited) (Tables) HTML 81K
55: R40 Schedule I (Tables) HTML 207K
56: R41 Basis of Presentation, Uses of Estimates and HTML 89K
Significant Accounting Policies (Details)
57: R42 Basis of Presentation, Uses of Estimates and HTML 42K
Significant Accounting Policies Useful lives for
property, equipment and capitalized software
(Details)
58: R43 Basis of Presentation, Uses of Estimates and HTML 55K
Significant Accounting Policies Redeemable
Noncontrolling Interests (Details)
59: R44 Investments (Narrative) (Details) HTML 42K
60: R45 Investments (Short-Term and Long-Term Investments) HTML 81K
(Details)
61: R46 Investments (Amortized Cost and Fair Value of HTML 103K
Available-for-Sale Debt Securities by Contractual
Maturity) (Details)
62: R47 Investments (Fair Value of Available-For-Sale HTML 66K
Investments with Gross Unrealized Losses by
Investment Type and Length of Time That Individual
Securities Have Been in a Continuous Unrealized
Loss Position) (Details)
63: R48 Fair Value (Narrative) (Details) HTML 39K
64: R49 Fair Value (Financial Assets and Liabilities, HTML 90K
Measured at Fair Value on a Recurring Basis)
(Details)
65: R50 Fair Value (Financial Assets and Liabilities, Not HTML 55K
Measured at Fair Value on a Recurring Basis)
(Details)
66: R51 Property, Plant, and Capitalized Software HTML 35K
(Narrative) (Details)
67: R52 Property, Plant, and Capitalized Software Property HTML 55K
Plant and Equipment Table (Details)
68: R53 Goodwill and Intangible Assets (Narrative) HTML 33K
(Details)
69: R54 Goodwill and Intangible Assets Changes in the HTML 50K
Carrying Amount of Goodwill by Reporting Segment
(Details)
70: R55 Goodwill and Intangible Assets Gross carrying HTML 49K
value, accumulated amortization and net carrying
value of intangible assets (Details)
71: R56 Goodwill and Intangible Assets Weighted-average HTML 42K
useful lives assigned to finite-lived intangible
assets acquired in business combinations (Details)
72: R57 Goodwill and Intangible Assets Amortization HTML 42K
Expense relating to Intangible Assets (Details)
73: R58 Medical Costs Payable (Narrative) (Details) HTML 30K
74: R59 Medical Costs Payable Rollforward (Details) HTML 54K
75: R60 Medical Costs Payable, Incurred and Paid Medical HTML 45K
Cost Development (Details)
76: R61 Commercial Paper and Long-Term Debt (Narrative) HTML 60K
(Details)
77: R62 Commercial Paper and Long-Term Debt (Details) HTML 201K
78: R63 Commercial Paper and Long-Term Debt Maturities of HTML 47K
commercial paper and long-term debt (Details)
79: R64 Income Taxes (Narrative) (Details) HTML 64K
80: R65 Income Taxes Reconciliation of Provision for HTML 48K
Income Taxes (Details)
81: R66 Income Tax Reconciliation of the tax provision at HTML 85K
the U.S. Federal Statutory Rate (Details)
82: R67 Income Taxes Components of Deferred Tax Assets and HTML 83K
Liabilities (Details)
83: R68 Income Taxes Reconciliation of the beginning and HTML 45K
ending amount of unrecognized tax benefits
(Details)
84: R69 Shareholders' Equity (Narrative) (Details) HTML 42K
85: R70 Shareholders' Equity Share Repurchases (Details) HTML 41K
86: R71 Share-Based Compensation (Narrative) (Details) HTML 37K
87: R72 Share-Based Compensation (Stock Option and SAR HTML 79K
Activity) (Details)
88: R73 Share-Based Compensation (Restricted Share HTML 48K
Activity) (Details)
89: R74 Share-Based Compensation Other Share-Based HTML 63K
Compensation Data (Details)
90: R75 Share-Based Compensation (Share-Based Compensation HTML 49K
Principal Fair Value Assumptions) (Details)
91: R76 Commitments and Contingencies (Narrative) HTML 37K
(Details)
92: R77 Commitments and Contingencies Future Lease HTML 47K
Payments (Details)
93: R78 Segment Financial Information (Narrative) HTML 44K
(Details)
94: R79 Segment Financial Information (Details) HTML 124K
95: R80 Quarterly Financial Data (Unaudited) (Details) HTML 69K
96: R81 Schedule I (Details) HTML 42K
97: R82 Schedule I Condensed Balance Sheets (Details) HTML 112K
98: R83 Schedule I Balance Sheet Document (Details) HTML 51K
99: R84 Schedule I Condensed Statement of Comprehensive HTML 72K
Income (Details)
100: R85 Schedule I Statement of Cash Flows (Details) HTML 107K
101: R86 Schedule I Maturities of Commercial Paper and HTML 51K
Long-Term Debt (Details)
103: XML IDEA XML File -- Filing Summary XML 191K
102: EXCEL IDEA Workbook of Financial Reports XLSX 129K
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Our compensation and benefit program is designed to compensate our non-employee directors fairly for work required for a company of our size and scope, and align their interests with the long-term interests of our shareholders. Director compensation reflects our desire to attract, retain and use the expertise of highly qualified people serving on the Company’s Board of Directors. The Compensation and Human Resources Committee reviews the compensation level of our non-employee directors on an annual
basis and makes recommendations to the Board of Directors.
The Company uses annual retainers, equity-based compensation, expense reimbursement and other forms of compensation, as appropriate, to attract and retain non-employee directors.
Cash Compensation
Non-employee directors receive an annual cash retainer of $125,000. We pay an additional annual cash retainer of $75,000 to the Lead Independent Director, an additional annual cash retainer of $25,000 to the Chair of the Audit Committee, and additional annual cash retainers of $20,000 to the Chair of the Compensation and Human Resources Committee, the Chair of the Nominating and Corporate Governance Committee and the Chair of the Public Policy Strategies and Responsibility Committee.
Cash
retainers are payable on a quarterly basis in arrears on the first business day following the end of each fiscal quarter, and subject to pro-rata adjustment if the director did not serve the entire quarter. Directors may elect to receive deferred stock units (“DSUs”) or common stock (if the director has met the stock ownership guidelines) in lieu of their cash compensation or may defer receipt of their cash compensation to a later date pursuant to the Directors' Compensation Deferral Plan ("Director Deferral Plan").
Equity-Based Compensation
Non-employee directors receive annual grants of DSUs under the 2011 Stock Incentive Plan, as amended, having an annual aggregate fair value of $205,000, subject to rounding adjustments described below. The grants are issued quarterly in arrears on the first business day following the end of each fiscal quarter and prorated if the director
did not serve the entire quarter. The number of DSUs granted is determined by dividing $51,250 (the quarterly value of the annual equity award) by the closing stock price on the grant date, rounded up to the nearest share.
The DSUs immediately vest upon grant and must be retained until completion of the director’s service on the Board of Directors. Upon completion of service, the DSUs convert into an equal number of shares of the Company’s common stock. A director may defer receipt of the shares for up to ten years after completion of service pursuant to the Director Deferral Plan. Non-employee directors who have met their stock ownership requirement may elect to receive common stock in lieu of DSUs and/or in-service distributions on pre-selected dates.
If a director elects to convert his or her cash
compensation into DSUs, such conversion grants are made on the day the eligible cash compensation becomes payable to the director and immediately vest upon grant. The director receives the number of DSUs equal to the cash compensation foregone, divided by the closing price of our common stock on the date of grant, rounded up to the nearest share. A director may only elect to receive common stock if he or she has met the stock ownership guidelines.
The Company pays dividend equivalents in the form of additional DSUs on all outstanding DSUs. Dividend equivalents are paid at the same rate and at the same time that dividends are paid to Company shareholders and are subject to the same vesting conditions as the underlying grant.
Director Deferral Plan
Under the
Director Deferral Plan, subject to compliance with applicable laws, non-employee directors may elect annually to defer receipt of all or a percentage of their compensation. Amounts deferred are credited to a bookkeeping account maintained for each director participant that uses a collection of unaffiliated mutual funds as measuring investments. Subject to certain additional rules set forth in the Director Deferral Plan, a participating director may elect to receive the distribution in one of the following ways:
a
series of five or ten annual installments following the completion of his or her service on the Board of Directors;
•
a delayed lump sum following either the fifth or tenth anniversary of the completion of his or her service on the Board of Directors;
•
for cash deferrals, an immediate lump sum upon the completion of his or her service on the Board of Directors; or
•
pre-selected
amounts to be distributed on pre-selected dates while the director remains a member of the Board of Directors.
The Director Deferral Plan does not provide for matching contributions by the Company, but our Board of Directors may determine, in its discretion, to supplement the accounts of participating directors with additional amounts.
Other Compensation
We reimburse directors for any out-of-pocket expenses incurred in connection with service as a director. We also provide health care coverage to directors but only if the director is not eligible for coverage under another group health care benefit program. Health care coverage is provided generally on the same terms and conditions as current employees. Upon retirement from the Board of Directors,
directors may continue to obtain health care coverage under benefit continuation coverage, and after the lapse of such coverage, under the Company’s post-employment medical plan for up to a total of 96 months if they are otherwise eligible.
The Company maintains a program through which it will match up to $15,000 of charitable donations made by each director for each calendar year. The directors do not receive any financial benefit from this program because the charitable income tax deductions accrue solely to the Company. Donations under the program may not be made to family trusts, partnerships or similar organizations.