United Healthcare 2011 Annual Report Download - page 92

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ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Pursuant to General Instruction G(3) to Form 10-K and Instruction 3 to Item 401(b) of Regulation S-K, information regarding
our executive officers is provided in Item 1 of Part I of this Annual Report on Form 10-K under the caption “Executive Officers
of the Registrant.”
The remaining information required by Items 401, 405, 406 and 407(c)(3), (d)(4) and (d)(5) of Regulation S-K will be included
under the headings “Corporate Governance,” “Election of Directors” and “Section 16(a) Beneficial Ownership Reporting
Compliance” in our definitive proxy statement for our 2012 Annual Meeting of Shareholders, and such required information is
incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Items 402, 407(e)(4) and (e)(5) of Regulation S-K will be included under the headings “Executive
Compensation” and “Compensation Committee Interlocks and Insider Participation” in our definitive proxy statement for our
2012 Annual Meeting of Shareholders, and such required information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Equity Compensation Plan Information
The following table sets forth certain information, as of December 31, 2011, concerning shares of common stock authorized for
issuance under all of our equity compensation plans:
Plan Category
Equity compensation plans approved by
shareholders (1) ............................................................
Equity compensation plans not approved by
shareholders (2) ............................................................
Total (2) ........................................................................
(a)
Number of securities
to be issued upon
exercise of
outstanding
options, warrants
and rights (3)
(in millions)
77
—
77
(b)
Weighted-average
exercise
price of
outstanding
options, warrants
and rights (3)
$ 39
—
$ 39
(c)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
(in millions)
72
—
72
(4)
(1) Consists of the UnitedHealth Group Incorporated 2011 Stock Incentive Plan, as amended, and the UnitedHealth Group
1993 Employee Stock Purchase Plan, as amended. Includes 0.4 million options to acquire shares of common stock that
were originally issued under the United HealthCare Corporation 1998 Broad-Based Stock Incentive Plan, as amended,
which was not approved by the Company's shareholders, but the shares issuable under the 1998 Broad-Based Stock
Incentive Plan were subsequently included in the number of shares approved by the Company's shareholders when
approving the 2011 Stock Incentive Plan.
(2) Excludes 0.3 million shares underlying stock options assumed by us in connection with our acquisition of the companies
under whose plans the options originally were granted. These options have a weighted-average exercise price of $30 and
an average remaining term of approximately 2.7 years. The options are administered pursuant to the terms of the plan
under which the option originally was granted. No future awards will be granted under these acquired plans.
(3) Excludes stock appreciation rights (SARs) to acquire 14 million shares of common stock of the Company with exercise
prices above $50.68, the closing price of a share of our common stock as reported on the NYSE on December 31, 2011.
(4) Includes 22 million shares of common stock available for future issuance under the Employee Stock Purchase Plan as of
December 31, 2011, and 50 million shares available under the 2011 Stock Incentive Plan as of December 31, 2011.