United Healthcare 2005 Annual Report Download

Download and view the complete annual report

Please find the complete 2005 United Healthcare annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 83

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ÈANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
‘TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission file number: 1-10864
UNITEDHEALTH GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
MINNESOTA 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)
Registrant’s telephone number, including area code: (952) 936-1300
Securities registered pursuant to Section 12(b) of the Act:
COMMON STOCK, $.01 PAR VALUE NEW YORK STOCK EXCHANGE, INC.
(Title of each class) (Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ÍNo ‘
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes ‘No Í
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 ÍNo ‘
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. Í
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ÍAccelerated filer ‘Non-accelerated filer ‘
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ‘No Í
The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2005, was approximately
$65,178,318,867 (based on the last reported sale price of $52.14 per share on June 30, 2005, on the New York Stock Exchange).*
As of February 15, 2006, there were 1,356,292,073 shares of the registrant’s Common Stock, $.01 par value per share, issued
and outstanding.
Note that in Part III of this report on Form 10-K, we “incorporate by reference” certain information from our Definitive Proxy
Statement for the Annual Meeting of Shareholders to be held on May 2, 2006. This document will be filed with the Securities and
Exchange Commission (SEC) within the time period permitted by the SEC. The SEC allows us to disclose important information by
referring to it in that manner. Please refer to such information.
* Only shares of voting stock held beneficially by directors, executive officers and subsidiaries of the company have been excluded
in determining this number.

Table of contents

  • Page 1
    ... company (as defined in Rule 12b-2 of the Exchange Act). Yes ' No Í The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2005, was approximately $65,178,318,867 (based on the last reported sale price of $52.14 per share on June 30, 2005, on the New York...

  • Page 2
    ... Data ...Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ... Item 9A. Controls and Procedures ...Item 9B. Other Information ...PART III Item 10. Directors and Executive Officers of the Registrant ...Item 11. Executive Compensation ...Item 12. Security...

  • Page 3
    ... programs in the United States as measured by membership under its Secure Horizons brand. PacifiCare's specialty plan operations include behavioral health, dental, vision and complete pharmacy benefit management (PBM) services, through its subsidiary Prescription Solutions. UnitedHealth Group...

  • Page 4
    ... Code of Business Conduct and Ethics. We make periodic reports and amendments available, free of charge, as soon as reasonably practicable after we file or furnish these reports to the Securities and Exchange Commission (SEC). We will also provide a copy of any of our corporate governance policies...

  • Page 5
    ... unit works with other UnitedHealth Group businesses to deliver a complementary and integrated array of services. USS delivers strategic health and well-being solutions to large national employers. Definity Health provides consumer-driven health plans and services to employers and their employees...

  • Page 6
    ... employees and their dependents, while UnitedHealthcare provides coordination and facilitation of medical services, customer and care provider services and access to a contracted network of physicians, hospitals and other health care professionals. Small employer groups are more likely to purchase...

  • Page 7
    ... and Medicare Advantage health benefit coverage, and stand-alone prescription drug coverage and prescription drug discount cards, as well as disease management and chronic care programs. Ovations has extensive capabilities and experience with distribution, including direct marketing to consumers on...

  • Page 8
    ... Solutions Ovations offers a range of health insurance products and services to AARP members, and has expanded the scope of services and programs offered over the past several years. Ovations operates the nation's largest Medicare Supplement business, providing Medicare supplement and hospital...

  • Page 9
    ... by CMS. Ovations offers Medicare Advantage HMO, PPO, Special Needs Plans and Private-Fee-for-Service plans. Under the Medicare Advantage programs, Ovations provides health insurance coverage to eligible Medicare beneficiaries in exchange for a fixed monthly premium per member from CMS that varies...

  • Page 10
    ... service designs can be easily integrated to meet varying health plan, employer and consumer needs at a wide range of price points. Approximately 55% of consumers served by Specialized Care Services receive their major medical health benefits from a source other than a UnitedHealth Group affiliate...

  • Page 11
    ... in managing personal issues while seeking to increase employee productivity. LifeEra serves nearly 16 million consumers through programs developed in consultation with employers, government agencies and other affinity plans. ACN Group (ACN) and its affiliates provide benefit administration, and...

  • Page 12
    ... and medical policy management. Ingenix publishes print and electronic media products that provide customers with information regarding medical claims coding, reimbursement, billing and compliance issues. Pharmaceutical Services Ingenix's i3 division helps to coordinate and manage clinical trials...

  • Page 13
    ...' Medicare business is regulated by CMS. CMS has the right to audit performance to determine compliance with CMS contracts and regulations and the quality of care being given to Medicare beneficiaries. Our Health Care Services segment also has Medicaid and State Children's Health Insurance Program...

  • Page 14
    ...for-profit organizations operating under licenses from the Blue Cross Blue Shield Association and other enterprises concentrated in more limited geographic areas. Our Specialized Care Services and Ingenix business segments also compete with a number of other businesses. New entrants into the markets...

  • Page 15
    ... Executive Officer, Specialized Care Services Chief Executive Officer, Ovations Chief Executive Officer, UnitedHealthcare President and Chief Operating Officer, UnitedHealthcare, and Senior Vice President, UnitedHealth Group 1988 1997 2001 1996 2005 2004 2004 1998 2001 2004 Our Board of Directors...

  • Page 16
    ...in various capacities with UnitedHealth Group. Mr. Wichmann joined UnitedHealth Group in 1998 and became President and Chief Operating Officer, UnitedHealthcare in July 2004. From June 2003 to July 2004, Mr. Wichmann served as the Chief Executive Officer, Specialized Care Services. From 2001 to June...

  • Page 17
    ... MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Prices Our common stock is traded on the New York Stock Exchange under the symbol UNH. On February 15, 2006, there were 14,741 registered holders of record of our common stock. The high and low common stock prices per share were as follows...

  • Page 18
    ... Purchases of Equity Securities (1) Fourth Quarter 2005 Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that may yet be purchased under the plans or programs For the Month Ended Total Number of Shares Purchased Average Price Paid per Share...

  • Page 19
    ... Highlights and Management's Discussion and Analysis of Financial Condition and Results of Operations should be read together with the accompanying Consolidated Financial Statements and Notes. 1 UnitedHealth Group acquired PacifiCare Health Systems, Inc. (PacifiCare) in December 2005 for total...

  • Page 20
    ...a one-year period, and we assume the economic risk of funding our customers' health care services and related administrative costs. Service revenues consist primarily of fees derived from services performed for customers that self-insure the medical costs of their employees and their dependents. For...

  • Page 21
    ...-based customer arrangements, we provide coordination and facilitation of medical services; transaction processing; customer, consumer and care provider services; and access to contracted networks of physicians, hospitals and other health care professionals. Consolidated revenues in 2005 increased...

  • Page 22
    ... as organic growth. Operating Costs The operating cost ratio (operating costs as a percentage of total revenues) for 2005 was 15.0%, down from 15.4% in 2004. This decrease was primarily driven by revenue mix changes, with premium revenues growing at a faster rate than service revenues largely due...

  • Page 23
    ... of AARP. AmeriChoice provides network-based health and well-being services to state Medicaid, Children's Health Insurance Program and other government-sponsored health care programs and the beneficiaries of those programs. Health Care Services had revenues of $40.0 billion in 2005, representing an...

  • Page 24
    ... 8.6% in 2004. This increase was driven mainly by the lower commercial medical care ratio as well as changes in business and customer mix. The following table summarizes the number of individuals served by Health Care Services, by major market segment and funding arrangement, as of December 311: (in...

  • Page 25
    ... of individuals it serves through Medicare Advantage products and changes in product mix related to Medicare supplement products, as well as rate increases on all of these products. Premium revenues from AmeriChoice's Medicaid programs and Specialized Care Services' businesses also increased due to...

  • Page 26
    ... by medical cost inflation and a moderate increase in health care consumption. Operating Costs The operating cost ratio for 2004 was 15.4%, down from 16.9% in 2003. This decrease was driven by revenue mix changes, with premium revenues growing at a faster rate than service revenues largely due...

  • Page 27
    ...it provides to AARP members, as well as rate increases on all of these products. The remaining increase in Health Care Services revenues is attributable to growth in the number of individuals served by AmeriChoice's Medicaid programs and Medicaid premium rate increases. Health Care Services earnings...

  • Page 28
    ...2003. This increase was principally driven by a combination of the improved commercial medical care ratio and changes in business and customer mix. The following table summarizes the number of individuals served by Health Care Services, by major market segment and funding arrangement, as of December...

  • Page 29
    ... of our risk-based business and our disciplined underwriting and pricing processes, which seek to match premium rate increases with future health care costs. In 2005, a hypothetical unexpected 1% increase in commercial insured medical costs would have reduced net earnings by approximately $130...

  • Page 30
    ...generated operating cash flows from working capital changes of $406 million in 2005 and $1,049 million in 2004. The year-over-year decrease primarily resulted from the Company receiving only eleven monthly Medicare premium payments during 2005 from the Centers for Medicare and Medicaid Services (CMS...

  • Page 31
    ... vested common stock options. On February 10, 2004, our Health Care Services business segment acquired MAMSI. Under the terms of the purchase agreement, MAMSI shareholders received 1.64 shares of UnitedHealth Group common stock and $18 in cash for each share of MAMSI common stock they owned...

  • Page 32
    ....6 million shares at an average price of approximately $48 per share and an aggregate cost of approximately $2.6 billion. As of December 31, 2005, we had board of directors' authorization to purchase up to an additional 55.5 million shares of our common stock. Our common stock repurchase program is...

  • Page 33
    ... operations. This includes internal development of new products, programs and technology applications, and may include acquisitions. AARP In January 1998, we entered into a 10-year contract to provide health insurance products and services to members of AARP. These products and services are provided...

  • Page 34
    ...medical care consumption, provider contract rate changes, medical care utilization and other medical cost trends, membership volume and demographics, benefit plan changes, and business mix changes related to products, customers and geography. Depending on the health care provider and type of service...

  • Page 35
    ..., the net impact of estimate developments has represented less than 1% of annual medical costs, less than 5% of annual earnings from operations and less than 4% of medical costs payable. In order to evaluate the impact of changes in medical cost estimates for any particular discrete period...

  • Page 36
    ... providers and consumers, major epidemics, and applicable regulations may affect our ability to control the impact of health care cost inflation. Because of the narrow operating margins of our risk-based products, changes in medical cost trends that were not anticipated in establishing premium rates...

  • Page 37
    ... relating to health care benefits coverage, medical malpractice actions, contract disputes and claims related to disclosure of certain business practices. Beginning in 1999, a series of class action lawsuits were filed against both UnitedHealthcare and PacifiCare, and virtually all major entities in...

  • Page 38
    ...in marketable securities are managed under an investment policy authorized by our board of directors. This policy limits the amounts that may be invested in any one issuer and generally limits our investments to U.S. Government and Agency securities, state and municipal securities and corporate debt...

  • Page 39
    ... 85% of our premium revenues to pay the costs of health care services delivered to these customers. The profitability of our risk-based products depends in large part on our ability to predict, price for, and effectively manage health care costs. Total health care costs are affected by the number of...

  • Page 40
    ... to affect our businesses. We have taken advantage of new opportunities to partner with the federal government created by the MMA, including Medicare Part D prescription drug coverage, Medicare Advantage Regional PPOs, and Special Needs Plans for chronically ill Medicare beneficiaries. We have...

  • Page 41
    ... litigation. In addition, because of the nature of our business, we are routinely made party to a variety of legal actions related to the design and management of our service offerings. These matters include, among others, claims related to health care benefits coverage, medical malpractice actions...

  • Page 42
    ... of providing managed care and health insurance products. In connection with the PacifiCare merger, we acquired a pharmacy benefits management business, Prescription Solutions. We also provide pharmacy benefits management services through UnitedHealth Pharmaceutical Solutions. Prescription Solutions...

  • Page 43
    ... health care providers, expanded and enhanced affordable health care services, enhanced revenues, a strengthened market position for UnitedHealth Group in the Western United States, cross-selling opportunities, technology, cost savings and operating efficiencies. Achieving the anticipated benefits...

  • Page 44
    ... UnitedHealth Group Consolidated Statements of Operations (in millions, except per share data) For the Year Ended December 31, 2005 2004 2003 Revenues Premiums ...$41,058 Services ...3,808 Investment and Other Income ...499 Total Revenues ...Medical and Operating Costs Medical Costs ...Operating...

  • Page 45
    UnitedHealth Group Consolidated Balance Sheets As of December 31, 2005 2004 (in millions, except per share data) Assets Current Assets Cash and Cash Equivalents ...Short-Term Investments ...Accounts Receivable, net of allowances of $105 and $101 ...Assets Under Management ...Deferred Income Taxes ...

  • Page 46
    UnitedHealth Group Consolidated Statements of Changes in Shareholders' Equity Net Unrealized Total Common Stock Additional Paid-in Retained Gains on Shareholders' Comprehensive Shares Amount Capital Earnings Investments Equity Income (in millions) Balance at December 31, 2002 ...1,198 Issuances of...

  • Page 47
    ... Income Taxes and Other ...Net Change in Other Operating Items, net of effects from acquisitions, and changes in AARP balances: Accounts Receivable and Other Current Assets ...Medical Costs Payable ...Accounts Payable and Other Accrued Liabilities ...Unearned Premiums ...Cash Flows From Operating...

  • Page 48
    ...financial statements. For both premium risk-based and fee-based customer arrangements, we provide coordination and facilitation of medical services; transaction processing; customer, consumer and care provider services; and access to contracted networks of physicians, hospitals and other health care...

  • Page 49
    ... We develop estimates for medical costs incurred but not reported using an actuarial process that is consistently applied, centrally controlled and automated. The actuarial models consider factors such as time from date of service to claim receipt, claim backlogs, care provider contract rate changes...

  • Page 50
    ... policy benefits for life insurance and annuity contracts. Customer balances represent excess customer payments and deposit accounts under experience-rated contracts. At the customer's option, these balances may be refunded or used to pay future premiums or claims under eligible contracts. Income...

  • Page 51
    ... provisions of Statement of Financial Accounting Standards (FAS) No. 123, "Accounting for StockBased Compensation," (FAS 123) to stock-based employee compensation. For the Year Ended December 31, 2005 2004 2003 (in millions, except per share data) Net Earnings As Reported ...Compensation Expense...

  • Page 52
    ... of our product offerings for a host of specialized services. The operations of PacifiCare reside primarily within our Health Care Services and Specialized Care Services segments. Under the terms of the agreement, PacifiCare shareholders received 1.1 shares of UnitedHealth Group common stock and $21...

  • Page 53
    ...employers, principally in New York City, northern New Jersey and southern Connecticut. This merger strengthened our market position in this region and provided substantial distribution opportunities in this region for our other UnitedHealth Group businesses. Under the terms of the purchase agreement...

  • Page 54
    ... of UnitedHealth Group common stock (valued at $1.9 billion based on the average of UnitedHealth Group's share closing price for two days before, the day of and two days after the acquisition announcement date of October 27, 2003) and approximately $800 million in cash. The purchase price and costs...

  • Page 55
    ... to debt securities with an aggregate fair value of $3.8 billion at December 31, 2005. We evaluate the credit rating of the state and municipal obligations and the corporate obligations and do not believe that there has been any significant deterioration since purchase. The contractual cash flows of...

  • Page 56
    ... amount of goodwill, by segment, during the years ended December 31, 2005 and 2004, were as follows: (in millions) Health Care Services Uniprise Specialized Care Services Ingenix Consolidated Balance at December 31, 2003 ...Acquisitions and Subsequent Payments ...Balance at December 31, 2004...

  • Page 57
    ... majority of the cash portion of the MAMSI purchase price. To more closely align the floating interest rate received on our cash and cash equivalent balances, we have entered into interest rate swap agreements to convert the majority of our interest rate exposure from a fixed rate to a variable rate...

  • Page 58
    ... timing. During 2005, we repurchased 53.6 million shares at an average price of approximately $48 per share and an aggregate cost of approximately $2.6 billion. As of December 31, 2005, we had board of directors' authorization to purchase up to an additional 55.5 million shares of our common stock...

  • Page 59
    ... shares issued and outstanding. 9. Stock-Based Compensation Plans As of December 31, 2005, we had approximately 96.9 million shares available for future grants of stock-based awards under our stock-based compensation plan including, but not limited to, incentive or non-qualified stock options, stock...

  • Page 60
    ...2004, the Financial Accounting Standards Board (FASB) issued FAS 123R, which amended FAS 123 and 95. FAS 123R requires all companies to measure compensation expense for all share-based payments (including employee stock options) at fair value and recognize the expense over the related service period...

  • Page 61
    ... consolidated financial statement position or results of operations. 11. AARP In January 1998, we entered into a 10-year contract to provide health insurance products and services to members of AARP. These products and services are provided to supplement benefits covered under traditional Medicare...

  • Page 62
    ... RSF balance. Accordingly, we do not include the effect of such changes in our Consolidated Statements of Cash Flows. Pursuant to our agreement, AARP assets under management are managed separately from our general investment portfolio and are used to pay costs associated with the AARP program. These...

  • Page 63
    ... relating to health care benefits coverage, medical malpractice actions, contract disputes and claims related to disclosure of certain business practices. Beginning in 1999, a series of class action lawsuits were filed against both UnitedHealthcare and PacifiCare, and virtually all major entities in...

  • Page 64
    ... between business segments principally consist of customer service and transaction processing services that Uniprise provides to Health Care Services, certain product offerings sold to Uniprise and Health Care Services customers by Specialized Care Services, and sales of medical benefits cost...

  • Page 65
    ... been combined in the Health Care Services segment column in the following tables because these businesses have similar economic characteristics and have similar products and services, types of customers, distribution methods and operational processes, and operate in a similar regulatory environment...

  • Page 66
    ...): Health Care Services Uniprise Specialized Care Services Ingenix Intersegment Eliminations Consolidated 2005 Revenues - External Customers ...Revenues - Intersegment ...Investment and Other Income ...Total Revenues ...Earnings From Operations ...Total Assets1 ...Net Assets1 ...Purchases of...

  • Page 67
    ...Financial Data (Unaudited) For the Quarter Ended June 30 September 30 (in millions, except per share data) March 31 December 31 2005 Revenues ...Medical and Operating Costs ...Earnings From Operations ...Net Earnings ...Basic Net Earnings per Common Share ...Diluted Net Earnings per Common Share...

  • Page 68
    ...: We have audited the accompanying consolidated balance sheets of UnitedHealth Group Incorporated and Subsidiaries (the "Company") as of December 31, 2005 and 2004, and the related consolidated statements of operations, changes in shareholders' equity, and cash flows for each of the three...

  • Page 69
    ... in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The company's internal control system is designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for...

  • Page 70
    ... the Company's Internal Control during the year ended December 31, 2005. The company's independent registered public accounting firm has audited management's assessment of the effectiveness of the company's internal control over financial reporting as of December 31, 2005, as stated in the Report of...

  • Page 71
    ...on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan...

  • Page 72
    ... have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2005 of the Company and our report dated February 24, 2006 expressed an unqualified opinion on those...

  • Page 73
    ... T. Burke Director of Meritage Homes Corporation and First Cash Financial Services, Inc. Stephen J. Hemsley President and Chief Operating Officer UnitedHealth Group James A. Johnson Vice Chairman of Perseus, LLC Thomas H. Kean Former President of Drew University Former Governor of New Jersey Douglas...

  • Page 74
    ... statement for our Annual Meeting of Shareholders to be held May 2006, is incorporated herein by reference. Equity Compensation Plan Information (c) (a) (b) Number of securities remaining Number of securities to be Weighted-average exercise available for future issuance issued upon exercise of price...

  • Page 75
    ...10(a) UnitedHealth Group Incorporated 2002 Stock Incentive Plan, Amended and Restated Effective May 15, 2002 (incorporated by reference to Exhibit 10(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 2002) *10(b) Form of Agreement for Stock Option Award to Officers under...

  • Page 76
    ... 31, 2002) *10(n) First Amendment to UnitedHealth Group Directors' Compensation Deferral Plan (2002 Statement) (incorporated by reference to Exhibit 10(g) of the Company's Annual Report on Form 10-K for the year ended December 31, 2003) *10(o) Employment Agreement, dated as of October 13, 1999...

  • Page 77
    ... United HealthCare Services, Inc. and David S. Wichmann (incorporated by reference to Exhibit 10(o) to the Company's Annual Report on Form 10-K for the year ended December 31, 2003) †10(dd) AARP Health Insurance Agreement by and among American Association of Retired Persons, Trustees of the AARP...

  • Page 78
    ...(ll) 13th Amendment to the AARP Health Insurance Agreement by and between AARP Services, Inc. and United HealthCare Insurance Company, effective as of December 21, 2005 11 Statement regarding computation of per share earnings (incorporated by reference to the information contained under the heading...

  • Page 79
    ... duly authorized. Dated: February 24, 2006 UNITEDHEALTH GROUP INCORPORATED By /s/ WILLIAM W. MCGUIRE, M.D. William W. McGuire, M.D. Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on...

  • Page 80
    ...10(a) UnitedHealth Group Incorporated 2002 Stock Incentive Plan, Amended and Restated Effective May 15, 2002 (incorporated by reference to Exhibit 10(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 2002) *10(b) Form of Agreement for Stock Option Award to Officers under...

  • Page 81
    ... 31, 2002) *10(n) First Amendment to UnitedHealth Group Directors' Compensation Deferral Plan (2002 Statement) (incorporated by reference to Exhibit 10(g) of the Company's Annual Report on Form 10-K for the year ended December 31, 2003) *10(o) Employment Agreement, dated as of October 13, 1999...

  • Page 82
    ... United HealthCare Services, Inc. and David S. Wichmann (incorporated by reference to Exhibit 10(o) to the Company's Annual Report on Form 10-K for the year ended December 31, 2003) †10(dd) AARP Health Insurance Agreement by and among American Association of Retired Persons, Trustees of the AARP...

  • Page 83
    ...11 13th Amendment to the AARP Health Insurance Agreement by and between AARP Services, Inc. and United HealthCare Insurance Company, effective as of December 21, 2005 Statement regarding computation of per share earnings (incorporated by reference to the information contained under the heading "Net...