United Healthcare 2013 Annual Report Download - page 106

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(2) Excludes 48,000 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 $38 and an average remaining term of approximately 1.1 years. The options are
administered pursuant to the terms of the plan under which the options originally were granted. No future
awards will be granted under these acquired plans.
(3) Includes 17 million shares of common stock available for future issuance under the Employee Stock
Purchase Plan as of December 31, 2013, and 35 million shares available under the 2011 Stock Incentive
Plan as of December 31, 2013. 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 14 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 2014
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
2014 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 2014 Annual Meeting of
Shareholders, and such required information is incorporated herein by reference.
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