United Healthcare 2012 Annual Report Download - page 108

Report of Management on Internal Control over Financial Reporting as of December 31, 2012
The Company’s management is responsible for establishing and maintaining adequate internal control over
financial reporting as defined 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 consolidated financial statements
for external purposes in accordance with generally accepted accounting principles. The Company’s internal
control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
consolidated financial statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the Company are being made only in accordance with authorizations of management and
directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the
consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of
December 31, 2012. In making this assessment, we used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework.
Management’s assessment of the effectiveness of our internal control over financial reporting excluded an
assessment of the effectiveness of our internal control over financial reporting of Amil Participações S.A and its
subsidiaries (Amil). Such exclusion was in accordance with Securities and Exchange Commission guidance that
an assessment of a recently acquired business may be omitted in management’s report on internal control over
financial reporting in the year of acquisition. We acquired a controlling interest in Amil during October 2012.
Amil represented 10% of our consolidated total assets and 1% of our consolidated total revenues as of and for the
year ended December 31, 2012. Based on our assessment and the COSO criteria, we believe that, as of
December 31, 2012, the Company maintained effective internal control over financial reporting.
The Company’s independent registered public accounting firm has audited the Company’s internal control over
financial reporting as of December 31, 2012, as stated in the Report of Independent Registered Public
Accounting Firm, appearing under Item 9A, which expresses an unqualified opinion on the effectiveness of the
Company’s internal controls over financial reporting as of December 31, 2012.
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