United Healthcare 2012 Annual Report Download - page 111
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(3) Excludes stock appreciation rights (SARs) to acquire 12 million shares of common stock of the Company
with exercise prices above $54.24, the closing price of a share of our common stock as reported on the
NYSE on December 31, 2012.
(4) Includes 20 million shares of common stock available for future issuance under the Employee Stock
Purchase Plan as of December 31, 2012, and 43 million shares available under the 2011 Stock Incentive
Plan as of December 31, 2012. 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 16 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 2013
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
2013 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 2013 Annual Meeting of
Shareholders, and such required information is incorporated herein by reference.
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