United Healthcare 2012 Annual Report Download - page 19

Banking Regulation
Optum Bank is subject to regulation by federal banking regulators, including the Federal Deposit Insurance
Corporation (FDIC), which performs annual examinations to ensure that the bank is operating in accordance with
federal safety and soundness requirements, and the Consumer Financial Protection Bureau, which may perform
periodic examinations to ensure that the bank is in compliance with applicable consumer protection statutes,
regulations and agency guidelines. Optum Bank is also subject to supervision and regulation by the Utah State
Department of Financial Institutions, which carries out annual examinations to ensure that the bank is operating
in accordance with state safety and soundness requirements and performs periodic examinations of the bank’s
compliance with applicable state banking statutes, regulations and agency guidelines. In the event of unfavorable
examination results from any of these agencies, the bank could be subjected to increased operational expenses
and capital requirements, enhanced governmental oversight and monetary penalties.
International Regulation
Certain of our businesses and operations are international in nature and are subject to regulation in the
jurisdictions in which they are organized or conduct business. These regulatory regimes encompass tax,
licensing, tariffs, intellectual property, investment, management control, labor, anti-fraud, anti-corruption and
privacy and data protection regulations (including requirements for cross-border data transfers) that vary from
jurisdiction to jurisdiction, among other matters. We have recently acquired and may in the future acquire or
commence additional businesses based outside of the United States, increasing our exposure to non-U.S.
regulatory regimes. For example, our acquisition of Amil subjects us to Brazilian laws and regulations affecting
the managed care and insurance industries and regulation by Brazilian regulators including the national
regulatory agency for private health insurance and plans, the Agência Nacional de Saúde Suplementar (ANS),
whose approach to the interpretation, implementation and enforcement of industry regulations could differ from
the approach taken by U.S. regulators. For more information about the Amil acquisition, see Note 6 of Notes to
the Consolidated Financial Statement included in Item 8, “Financial Statements.” In addition, our non-U.S.
businesses and operations are also subject to U.S. laws that regulate the conduct and activities of U.S.-based
businesses operating abroad, such as the Foreign Corrupt Practices Act.
Audits and Investigations
We have been and may in the future become involved in various governmental investigations, audits and
reviews. These include routine, regular and special investigations, audits and reviews by CMS, state insurance
and health and welfare departments, state attorneys general, the Office of the Inspector General (OIG), the Office
of Personnel Management, the Office of Civil Rights, the FTC, U.S. Congressional committees, the U.S.
Department of Justice (DOJ), U.S. Attorneys, the Securities and Exchange Commission (SEC), the Brazilian
securities regulator, the Comissão de Valores Mobiliários (CVM), the Internal Revenue Service (IRS), the
Brazilian federal revenue service — the Secretaria da Receita Federal (SRF), the DOL, the FDIC and other
governmental authorities. Certain of our businesses have been reviewed or are currently under review, including
for, among other things, compliance with coding and other requirements under the Medicare risk-adjustment
model. Such government investigations, audits and reviews can result in assessment of damages, civil or criminal
fines or penalties, or other sanctions, including loss of licensure or exclusion from participation in government
programs. In addition, disclosure of any adverse investigation, audit results or sanctions could adversely affect
our reputation in various markets and make it more difficult for us to sell our products and services while
retaining our current business.
COMPETITION
As a diversified health and well-being services company, we operate in highly competitive markets. Our
competitors include managed health care companies, insurance companies, HMOs, TPAs and business services
outsourcing companies, health care professionals that have formed networks to directly contract with employers
or with CMS, specialty benefit providers, government entities, disease management companies, and various
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