United Healthcare 2011 Annual Report Download - page 93

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Shares available under the 2011 Stock Incentive Plan may become the subject of future awards in the form of stock
options, SARs, restricted stock, restricted stock units, performance awards and other stock-based awards, except that only
23 million of these shares are available for future grants of awards other than stock options or SARs.
The information required by Item 403 of Regulation S-K will be included under the heading “Security Ownership of Certain
Beneficial Owners and Management” in our definitive proxy statement for our 2012 Annual Meeting of Shareholders, and such
required information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Items 404 and 407(a) of Regulation S-K will be included under the headings “Certain
Relationships and Transactions” and “Corporate Governance” in our definitive proxy statement for our 2012 Annual Meeting
of Shareholders, and such required information is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Item 9(e) of Schedule 14A will be included under the heading “Independent Registered Public
Accounting Firm” in our definitive proxy statement for our 2012 Annual Meeting of Shareholders, and such required
information is incorporated herein by reference.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) 1. Financial Statements
The financial statements are included under Item 8 of this report:
• Reports of Independent Registered Public Accounting Firm.
• Consolidated Balance Sheets as of December 31, 2011 and 2010.
• Consolidated Statements of Operations for the years ended December 31, 2011, 2010 and 2009.
• Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2011, 2010 and
2009.
• Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009.
• Notes to the Consolidated Financial Statements.
2. Financial Statement Schedules
The following financial statement schedule of the Company is included in Item 15(c):
• Schedule I - Condensed Financial Information of Registrant (Parent Company Only).
All other schedules for which provision is made in the applicable accounting regulations of the SEC are not
required under the related instructions, are inapplicable, or the required information is included in the
consolidated financial statements, and therefore have been omitted.
(b) The following exhibits are filed in response to Item 601 of Regulation S-K.
EXHIBIT INDEX**
3.1
3.2
4.1
4.2
Third Restated Articles of Incorporation of UnitedHealth Group Incorporated (incorporated by reference to Exhibit
3.1 to UnitedHealth Group Incorporated's Current Report on Form 8-K dated May 29, 2007)
Fourth Amended and Restated Bylaws of UnitedHealth Group Incorporated (incorporated by reference to Exhibit 3.1
to UnitedHealth Group Incorporated's Current Report on Form 8-K dated October 23, 2009)
Senior Indenture, dated as of November 15, 1998, between United HealthCare Corporation and The Bank of New
York (incorporated by reference to Exhibit 4.1 to UnitedHealth Group Incorporated's Registration Statement on Form
S-3/A, SEC File Number 333-66013, filed on January 11, 1999)
Amendment, dated as of November 6, 2000, to Senior Indenture, dated as of November 15, 1998, between the
UnitedHealth Group Incorporated and The Bank of New York (incorporated by reference to Exhibit 4.1 to
UnitedHealth Group Incorporated's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001)
4.3 Instrument of Resignation, Appointment and Acceptance of Trustee, dated January 8, 2007, pursuant to the Senior
Indenture, dated November 15, 1988, amended November 6, 2000, among UnitedHealth Group Incorporated, The
Bank of New York and Wilmington Trust Company (incorporated by reference to Exhibit 4.3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2007)