10-Q 1 unh201863010-q.htm 10-Q Document
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________________ 
Form 10-Q
__________________________________________________________ 
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2018
or
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______ TO _______
Commission File Number: 1-10864
__________________________________________________________ 
    uhglogo1a01a01a13.jpg
UnitedHealth Group Incorporated
(Exact name of registrant as specified in its charter)
 __________________________________________________________ 
Delaware
 
41-1321939
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
UnitedHealth Group Center
9900 Bren Road East
Minnetonka, Minnesota
 
55343
(Address of principal executive offices)
 
(Zip Code)
(952) 936-1300
(Registrant’s telephone number, including area code)
__________________________________________________________  
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act
Large accelerated filer
[X]
 
Accelerated filer
[ ]
 
Non-accelerated filer (Do not check if a smaller reporting company)
[ ]
Smaller reporting company
[ ]
 
 
 
 
Emerging growth company
[ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes [ ] No [X]
As of July 31, 2018, there were 962,473,363 shares of the registrant’s Common Stock, $.01 par value per share, issued and outstanding.
 
 
 
 
 

UNITEDHEALTH GROUP
Table of Contents
 
 
 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



PART I
ITEM 1.    FINANCIAL STATEMENTS
UnitedHealth Group
Condensed Consolidated Balance Sheets
(Unaudited)
(in millions, except per share data)
 
June 30,
2018
 
December 31,
2017
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
18,368

 
$
11,981

Short-term investments
 
3,492

 
3,509

Accounts receivable, net
 
10,874

 
9,568

Other current receivables, net
 
6,772

 
6,262

Assets under management
 
2,842

 
3,101

Prepaid expenses and other current assets
 
4,286

 
2,663

Total current assets
 
46,634

 
37,084

Long-term investments
 
31,237

 
28,341

Property, equipment and capitalized software, net
 
7,906

 
7,013

Goodwill
 
56,271

 
54,556

Other intangible assets, net
 
8,680

 
8,489

Other assets
 
3,883

 
3,575

Total assets
 
$
154,611

 
$
139,058

Liabilities, redeemable noncontrolling interests and equity
 
 
 
 
Current liabilities:
 
 
 
 
Medical costs payable
 
$
19,339

 
$
17,871

Accounts payable and accrued liabilities
 
17,527

 
15,180

Commercial paper and current maturities of long-term debt
 
2,959

 
2,857

Unearned revenues
 
7,228

 
2,269

Other current liabilities
 
14,999

 
12,286

Total current liabilities
 
62,052

 
50,463

Long-term debt, less current maturities
 
32,096

 
28,835

Deferred income taxes
 
2,095

 
2,182

Other liabilities
 
5,746

 
5,556

Total liabilities
 
101,989

 
87,036

Commitments and contingencies (Note 7)
 


 


Redeemable noncontrolling interests
 
1,839

 
2,189

Equity:
 
 
 
 
Preferred stock, $0.001 par value - 10 shares authorized; no shares issued or outstanding
 
—

 
—

Common stock, $0.01 par value - 3,000 shares authorized; 962 and 969 issued and outstanding
 
10

 
10

Additional paid-in capital
 
—

 
1,703

Retained earnings
 
52,363

 
48,730

Accumulated other comprehensive loss
 
(4,080
)
 
(2,667
)
Nonredeemable noncontrolling interests
 
2,490

 
2,057

Total equity
 
50,783

 
49,833

Total liabilities, redeemable noncontrolling interests and equity
 
$
154,611

 
$
139,058



1

UnitedHealth Group
Condensed Consolidated Statements of Operations
(Unaudited)
 
 
Three Months Ended June 30,
 
Six Months Ended
June 30,
(in millions, except per share data)
 
2018
 
2017
 
2018
 
2017
Revenues:
 
 
 
 
 
 
 
 
Premiums
 
$
44,458

 
$
39,585

 
$
88,542

 
$
78,523

Products
 
7,004

 
6,415

 
13,706

 
12,544

Services
 
4,269

 
3,797

 
8,373

 
7,231

Investment and other income
 
355

 
256

 
653

 
478

Total revenues
 
56,086

 
50,053

 
111,274

 
98,776

Operating costs:
 
 
 
 
 
 
 
 
Medical costs
 
36,427

 
32,549

 
72,290

 
64,628

Operating costs
 
8,386

 
7,328

 
16,892

 
14,350

Cost of products sold
 
6,471

 
5,889

 
12,655

 
11,565

Depreciation and amortization
 
598

 
556

 
1,180

 
1,089

Total operating costs
 
51,882

 
46,322

 
103,017

 
91,632

Earnings from operations
 
4,204

 
3,731

 
8,257

 
7,144

Interest expense
 
(344
)
 
(301
)
 
(673
)
 
(584
)
Earnings before income taxes
 
3,860

 
3,430

 
7,584

 
6,560

Provision for income taxes
 
(850
)
 
(1,080
)
 
(1,650
)
 
(2,019
)
Net earnings
 
3,010

 
2,350

 
5,934

 
4,541

Earnings attributable to noncontrolling interests
 
(88
)
 
(66
)
 
(176
)
 
(85
)
Net earnings attributable to UnitedHealth Group common shareholders
 
$
2,922

 
$
2,284

 
$
5,758

 
$
4,456

Earnings per share attributable to UnitedHealth Group common shareholders:
 
 
 
 
 
 
 
 
Basic
 
$
3.04

 
$
2.37

 
$
5.98

 
$
4.65

Diluted
 
$
2.98

 
$
2.32

 
$
5.85

 
$
4.55

Basic weighted-average number of common shares outstanding
 
961

 
964

 
963

 
959

Dilutive effect of common share equivalents
 
21

 
21

 
21

 
21

Diluted weighted-average number of common shares outstanding
 
982

 
985

 
984

 
980

Anti-dilutive shares excluded from the calculation of dilutive effect of common share equivalents
 
6

 
8

 
7

 
9

Cash dividends declared per common share
 
$
0.900

 
$
0.750

 
$
1.650

 
$
1.375



2


UnitedHealth Group
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)

 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(in millions)
 
2018
 
2017
 
2018
 
2017
Net earnings
 
$
3,010

 
$
2,350

 
$
5,934

 
$
4,541

Other comprehensive (loss) income:
 
 
 
 
 
 
 
 
Gross unrealized (losses) gains on investment securities during the period
 
(43
)
 
170

 
(421
)
 
269

Income tax effect
 
10

 
(62
)
 
96

 
(94
)
Total unrealized (losses) gains, net of tax
 
(33
)
 
108

 
(325
)
 
175

Gross reclassification adjustment for net realized gains included in net earnings
 
(36
)
 
(20
)
 
(55
)
 
(41
)
Income tax effect
 
9

 
7

 
13

 
15

Total reclassification adjustment, net of tax
 
(27
)
 
(13
)
 
(42
)
 
(26
)
Total foreign currency translation loss
 
(1,069
)
 
(239
)
 
(1,070
)
 
(59
)
Other comprehensive (loss) income
 
(1,129
)
 
(144
)
 
(1,437
)
 
90

Comprehensive income
 
1,881

 
2,206

 
4,497

 
4,631

Comprehensive income attributable to noncontrolling interests
 
(88
)
 
(66
)
 
(176
)
 
(85
)
Comprehensive income attributable to UnitedHealth Group common shareholders
 
$
1,793

 
$
2,140

 
$
4,321

 
$
4,546



3

UnitedHealth Group
Condensed Consolidated Statements of Changes in Equity
(Unaudited)
 
 
Common Stock
 
Additional Paid-In Capital
 
Retained Earnings
 
Accumulated Other Comprehensive (Loss)
Income
 
Nonredeemable Noncontrolling Interests
 
Total
Equity
(in millions)
 
Shares
 
Amount
 
 
 
Net Unrealized (Losses) Gains on Investments
 
Foreign Currency Translation Losses
 
 
Balance at January 1, 2018
 
969

 
$
10

 
$
1,703

 
$
48,730

 
$
(13
)
 
$
(2,654
)
 
$
2,057

 
$
49,833

Adjustment to adopt ASU 2016-01
 
 
 
 
 
 
 
(24
)
 
24

 
 
 
 
 
—

Net earnings
 
 
 
 
 
 
 
5,758

 
 
 
 
 
112

 
5,870

Other comprehensive loss
 
 
 
 
 
 
 
 
 
(367
)
 
(1,070
)
 
 
 
(1,437
)
Issuances of common stock,
and related tax effects
 
7

 
—

 
522

 
 
 
 
 
 
 
 
 
522

Share-based compensation
 
 
 
 
 
347

 
 
 
 
 
 
 
 
 
347

Common share repurchases
 
(14
)
 
—

 
(2,637
)
 
(513
)
 
 
 
 
 
 
 
(3,150
)
Cash dividends paid on common shares
 
 
 
 
 
 
 
(1,588
)
 
 
 
 
 
 
 
(1,588
)
Redeemable noncontrolling interests fair value and other adjustments
 
 
 
 
 
65

 
 
 
 
 
 
 
 
 
65

Acquisition of nonredeemable noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
 
 
416

 
416

Distribution to nonredeemable noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
 
 
(95
)
 
(95
)
Balance at June 30, 2018
 
962

 
$
10

 
$
—

 
$
52,363

 
$
(356
)
 
$
(3,724
)
 
$
2,490

 
$
50,783

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at January 1, 2017
 
952

 
$
10

 
$
—

 
$
40,945

 
$
(97
)
 
$
(2,584
)
 
$
(97
)
 
$
38,177

Net earnings
 
 
 
 
 
 
 
4,456

 
 
 
 
 
63

 
4,519

Other comprehensive income (loss)
 
 
 
 
 
 
 
 
 
149

 
(59
)
 
 
 
90

Issuances of common stock, and related tax effects
 
19

 
—

 
1,969

 
 
 
 
 
 
 
 
 
1,969

Share-based compensation
 
 
 
 
 
326

 
 
 
 
 
 
 
 
 
326

Common share repurchases
 
(6
)
 
—

 
(1,045
)
 


 
 
 
 
 
 
 
(1,045
)
Cash dividends paid on common shares
 
 
 
 
 
 
 
(1,320
)
 
 
 
 
 
 
 
(1,320
)
Redeemable noncontrolling interests fair value and other adjustments
 
 
 
 
 
411

 
 
 
 
 
 
 
 
 
411

Acquisition of nonredeemable noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
 
 
2,265

 
2,265

Distribution to nonredeemable noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
 
 
(56
)
 
(56
)
Balance at June 30, 2017
 
965

 
$
10

 
$
1,661

 
$
44,081

 
$
52

 
$
(2,643
)
 
$
2,175

 
$
45,336




4

UnitedHealth Group
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
 
Six Months Ended June 30,
(in millions)
 
2018
 
2017
Operating activities
 
 
 
 
Net earnings
 
$
5,934

 
$
4,541

Noncash items:
 
 
 
 
Depreciation and amortization
 
1,180

 
1,089

Deferred income taxes
 
(158
)
 
(200
)
Share-based compensation
 
358

 
332

Other, net
 
10

 
111

Net change in other operating items, net of effects from acquisitions and changes in AARP balances:
 
 
 
 
Accounts receivable
 
(1,021
)
 
(2,185
)
Other assets
 
(2,369
)
 
(1,520
)
Medical costs payable
 
1,263

 
1,095

Accounts payable and other liabilities
 
2,233

 
1,221

Unearned revenues
 
4,946

 
4,143

Cash flows from operating activities
 
12,376

 
8,627

Investing activities
 
 
 
 
Purchases of investments
 
(8,182
)
 
(6,944
)
Sales of investments
 
2,003

 
2,086

Maturities of investments
 
3,211

 
2,776

Cash paid for acquisitions, net of cash assumed
 
(2,636
)
 
(704
)
Purchases of property, equipment and capitalized software
 
(960
)
 
(925
)
Other, net
 
(134
)
 
55

Cash flows used for investing activities
 
(6,698
)
 
(3,656
)
Financing activities
 
 
 
 
Common share repurchases
 
(3,150
)
 
(1,045
)
Cash dividends paid
 
(1,588
)
 
(1,320
)
Proceeds from common stock issuances
 
478

 
391

Repayments of long-term debt
 
(1,100
)
 
(2,117
)
Repayments of commercial paper, net
 
(181
)
 
(1,396
)
Proceeds from issuance of long-term debt
 
3,964

 
1,342

Customer funds administered
 
3,082

 
3,899

Other, net
 
(718
)
 
(566
)
Cash flows from (used for) financing activities
 
787

 
(812
)
Effect of exchange rate changes on cash and cash equivalents
 
(78
)
 
(7
)
Increase in cash and cash equivalents
 
6,387

 
4,152

Cash and cash equivalents, beginning of period
 
11,981

 
10,430

Cash and cash equivalents, end of period
 
$
18,368

 
$
14,582

 
 
 
 
 
Supplemental schedule of noncash investing activities
 
 
 
 
Common stock issued for acquisition
 
$
—

 
$
1,867



5

UnitedHealth Group
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
1.    Basis of Presentation
UnitedHealth Group Incorporated (individually and together with its subsidiaries, “UnitedHealth Group” and the “Company”) is a diversified health care company dedicated to helping people live healthier lives and helping make the health system work better for everyone. Through its diversified family of businesses, the Company leverages core competencies in data and health information; advanced technology; and clinical expertise to help meet the demands of the health system. These core competencies are deployed within two distinct, but strategically aligned, business platforms: health benefits operating under UnitedHealthcare and health services operating under Optum.
The Company has prepared the Condensed Consolidated Financial Statements according to U.S. Generally Accepted Accounting Principles (GAAP) and has included the accounts of UnitedHealth Group and its subsidiaries. The year-end condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. In accordance with the rules and regulations of the U.S. Securities and Exchange Commission (SEC), the Company has omitted certain footnote disclosures that would substantially duplicate the disclosures contained in its annual audited Consolidated Financial Statements. Therefore, these Condensed Consolidated Financial Statements should be read together with the Consolidated Financial Statements and the Notes included in Part II, Item 8, “Financial Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the SEC (2017 10-K). The accompanying Condensed Consolidated Financial Statements include all normal recurring adjustments necessary to present the interim financial statements fairly.
Use of Estimates
These Condensed Consolidated Financial Statements include certain amounts based on the Company’s best estimates and judgments. The Company’s most significant estimates relate to medical costs payable, revenues, and goodwill and other intangible assets. Certain of these estimates require the application of complex assumptions and judgments, often because they involve matters that are inherently uncertain and will likely change in subsequent periods. The impact of any change in estimates is included in earnings in the period in which the estimate is adjusted.
Recently Issued Accounting Standards
In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2016-02, “Leases (Topic 842)” (ASU 2016-02), as modified by ASUs 2018-01, 2018-10 and 2018-11 (collectively ASU 2016-02). Under ASU 2016-02, an entity will be required to recognize assets and liabilities for the rights and obligations created by leases on the entity’s balance sheet for both finance and operating leases. For leases with a term of 12 months or less, an entity can elect to not recognize lease assets and lease liabilities and expense the lease over a straight-line basis for the term of the lease. ASU 2016-02 will require new disclosures that depict the amount, timing and uncertainty of cash flows pertaining to an entity’s leases. Companies may adopt the new standard using a modified retrospective approach or a cumulative effect upon adoption approach for the annual and interim periods beginning after December 15, 2018. Early adoption of ASU 2016-02 is permitted. When adopted, ASU 2016-02 will not have a material impact on the Company’s balance sheet, results of operations, equity or cash flows.
Recently Adopted Accounting Standards
In January 2016, the FASB issued ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (ASU 2016-01). Most notably, the new guidance requires that equity investments, with certain exemptions, be measured at fair value with changes in fair value recognized in net income as opposed to other comprehensive income. The Company adopted ASU 2016-01 on a prospective basis effective January 1, 2018, as required, and reclassified $24 million from accumulated other comprehensive income to retained earnings.
The Company has determined that there have been no other recently adopted or issued accounting standards that had, or will have, a material impact on its Condensed Consolidated Financial Statements.

6

2.    Investments
A summary of debt securities by major security type is as follows:
(in millions)
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
June 30, 2018
 
 
 
 
 
 
 
 
Debt securities - available-for-sale:
 
 
 
 
 
 
 
 
U.S. government and agency obligations
 
$
2,973

 
$
1

 
$
(61
)
 
$
2,913

State and municipal obligations
 
7,179

 
45

 
(84
)
 
7,140

Corporate obligations
 
15,018

 
10

 
(217
)
 
14,811

U.S. agency mortgage-backed securities
 
4,723

 
2

 
(131
)
 
4,594

Non-U.S. agency mortgage-backed securities
 
1,285

 
—

 
(27
)
 
1,258

Total debt securities - available-for-sale
 
31,178

 
58

 
(520
)
 
30,716

Debt securities - held-to-maturity:
 
 
 
 
 
 
 
 
U.S. government and agency obligations
 
247

 
1

 
(3
)
 
245

State and municipal obligations
 
11

 
—

 
—

 
11

Corporate obligations
 
330

 
—

 
—

 
330

Total debt securities - held-to-maturity
 
588

 
1

 
(3
)
 
586

Total debt securities
 
$
31,766

 
$
59

 
$
(523
)
 
$
31,302

December 31, 2017
 
 
 
 
 
 
 
 
Debt securities - available-for-sale:
 
 
 
 
 
 
 
 
U.S. government and agency obligations
 
$
2,673

 
$
1

 
$
(30
)
 
$
2,644

State and municipal obligations
 
7,596

 
99

 
(35
)
 
7,660

Corporate obligations
 
13,181

 
57

 
(44
)
 
13,194

U.S. agency mortgage-backed securities
 
3,942

 
7

 
(38
)
 
3,911

Non-U.S. agency mortgage-backed securities
 
1,018

 
3

 
(6
)
 
1,015

Total debt securities - available-for-sale
 
28,410

 
167

 
(153
)
 
28,424

Debt securities - held-to-maturity:
 
 
 
 
 
 
 
 
U.S. government and agency obligations
 
254

 
1

 
(1
)
 
254

State and municipal obligations
 
2

 
—

 
—

 
2

Corporate obligations
 
280

 
—

 
—

 
280

Total debt securities - held-to-maturity
 
536

 
1

 
(1
)
 
536

Total debt securities
 
$
28,946

 
$
168

 
$
(154
)
 
$
28,960

The Company held $1.9 billion and $2.0 billion of equity securities as of June 30, 2018 and December 31, 2017, respectively. The Company’s investments in equity securities primarily consist of investments in Brazilian real denominated fixed-income funds, employee savings plan related investments and dividend paying stocks, with readily determinable fair values.
Additionally, the Company’s investments included $1.6 billion and $898 million of equity method investments in operating businesses in the health care sector as of June 30, 2018 and December 31, 2017, respectively.

7

The amortized cost and fair value of debt securities as of June 30, 2018, by contractual maturity, were as follows:
 
 
Available-for-Sale
 
Held-to-Maturity
(in millions)
 
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
Due in one year or less
 
$
3,586

 
$
3,580

 
$
138

 
$
138

Due after one year through five years
 
11,945

 
11,794

 
193

 
191

Due after five years through ten years
 
7,076

 
6,942

 
103

 
103

Due after ten years
 
2,563

 
2,548

 
154

 
154

U.S. agency mortgage-backed securities
 
4,723

 
4,594

 
—

 
—

Non-U.S. agency mortgage-backed securities
 
1,285

 
1,258

 
—

 
—

Total debt securities
 
$
31,178

 
$
30,716

 
$
588

 
$
586

The fair value of available-for-sale debt securities with gross unrealized losses by security type and length of time that individual securities have been in a continuous unrealized loss position were as follows:
 
 
Less Than 12 Months
 
12 Months or Greater
 
 Total
(in millions)
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
June 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
Debt securities - available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government and agency obligations
 
$
1,850

 
$
(31
)
 
$
832

 
$
(30
)
 
$
2,682

 
$
(61
)
State and municipal obligations
 
3,746

 
(57
)
 
735

 
(27
)
 
4,481

 
(84
)
Corporate obligations
 
10,866

 
(173
)
 
1,119

 
(44
)
 
11,985

 
(217
)
U.S. agency mortgage-backed securities
 
3,125

 
(78
)
 
1,106

 
(53
)
 
4,231

 
(131
)
Non-U.S. agency mortgage-backed securities
 
1,023

 
(21
)
 
138

 
(6
)
 
1,161

 
(27
)
Total debt securities - available-for-sale
 
$
20,610

 
$
(360
)
 
$
3,930

 
$
(160
)
 
$
24,540

 
$
(520
)
December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
Debt securities - available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government and agency obligations
 
$
1,249

 
$
(8
)
 
$
1,027

 
$
(22
)
 
$
2,276

 
$
(30
)
State and municipal obligations
 
2,599

 
(21
)
 
866

 
(14
)
 
3,465

 
(35
)
Corporate obligations
 
5,901

 
(23
)
 
1,242

 
(21
)
 
7,143

 
(44
)
U.S. agency mortgage-backed securities
 
1,657

 
(12
)
 
1,162

 
(26
)
 
2,819

 
(38
)
Non-U.S. agency mortgage-backed securities
 
411

 
(3
)
 
144

 
(3
)
 
555

 
(6
)
Total debt securities - available-for-sale
 
$
11,817

 
$
(67
)
 
$
4,441

 
$
(86
)
 
$
16,258

 
$
(153
)
The Company’s unrealized losses from debt securities as of June 30, 2018 were generated from 19,000 positions out of a total of 28,000 positions. The Company believes that it will collect the principal and interest due on its debt securities that have an amortized cost in excess of fair value. The unrealized losses were primarily caused by interest rate increases and not by unfavorable changes in the credit quality associated with these securities. At each reporting period, the Company evaluates securities for impairment when the fair value of the investment is less than its amortized cost. The Company evaluated the underlying credit quality and credit ratings of the issuers, noting no significant deterioration since purchase. As of June 30, 2018, the Company did not have the intent to sell any of the securities in an unrealized loss position. Therefore, the Company believes these losses to be temporary.
3.    Fair Value
Certain assets and liabilities are measured at fair value in the Condensed Consolidated Financial Statements or have fair values disclosed in the Notes to the Condensed Consolidated Financial Statements. These assets and liabilities are classified into one of three levels of a hierarchy defined by GAAP.

8

For a description of the methods and assumptions that are used to estimate the fair value and determine the fair value hierarchy classification of each class of financial instrument, see Note 4 of Notes to the Consolidated Financial Statements in Part II, Item 8, “Financial Statements” in the 2017 10-K.
The following table presents a summary of fair value measurements by level and carrying values for items measured at fair value on a recurring basis in the Condensed Consolidated Balance Sheets:
(in millions)
 
Quoted Prices
in Active
Markets
(Level 1)
 
Other
Observable
Inputs
(Level 2)
 
Unobservable
Inputs
(Level 3)
 
Total
Fair and Carrying
Value
June 30, 2018
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
18,322

 
$
46

 
$
—

 
$
18,368

Debt securities - available-for-sale:
 
 
 
 
 
 
 
 
U.S. government and agency obligations
 
2,643

 
270

 
—

 
2,913

State and municipal obligations
 
—

 
7,140

 
—

 
7,140

Corporate obligations
 
39

 
14,623

 
149

 
14,811

U.S. agency mortgage-backed securities
 
—

 
4,594

 
—

 
4,594

Non-U.S. agency mortgage-backed securities
 
—

 
1,258

 
—

 
1,258

Total debt securities - available-for-sale
 
2,682

 
27,885

 
149

 
30,716

Equity securities
 
1,776

 
13

 
79

 
1,868

Assets under management
 
869

 
1,973

 
—

 
2,842

Total assets at fair value

$
23,649

 
$
29,917

 
$
228

 
$
53,794

Percentage of total assets at fair value
 
44
%
 
56
%
 
—
%
 
100
%
December 31, 2017
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
11,718

 
$
263

 
$
—

 
$
11,981

Debt securities - available-for-sale:
 
 
 
 
 
 
 
 
U.S. government and agency obligations
 
2,428

 
216

 
—

 
2,644

State and municipal obligations
 
—

 
7,660

 
—

 
7,660

Corporate obligations
 
65

 
12,989

 
140

 
13,194

U.S. agency mortgage-backed securities
 
—

 
3,911

 
—

 
3,911

Non-U.S. agency mortgage-backed securities
 
—

 
1,015

 
—

 
1,015

Total debt securities - available-for-sale
 
2,493

 
25,791

 
140

 
28,424

Equity securities
 
1,784

 
14

 
194

 
1,992

Assets under management
 
1,117

 
1,984

 
—

 
3,101

Total assets at fair value
 
$
17,112

 
$
28,052

 
$
334

 
$
45,498

Percentage of total assets at fair value
 
38
%
 
61
%
 
1
%
 
100
%
Transfers between levels, if any, are recorded as of the beginning of the reporting period in which the transfer occurs; there were no transfers between Levels 1, 2 or 3 of any financial assets during the six months ended June 30, 2018 or 2017.

9

The following table presents a summary of fair value measurements by level and carrying values for certain financial instruments not measured at fair value on a recurring basis in the Condensed Consolidated Balance Sheets:
(in millions)
 
Quoted Prices
in Active
Markets
(Level 1)
 
Other
Observable
Inputs
(Level 2)
 
Unobservable
Inputs
(Level 3)
 
Total
Fair
Value
 
Total Carrying Value
June 30, 2018
 
 
 
 
 
 
 
 
 
 
Debt securities - held-to-maturity
 
$
258

 
$
70

 
$
258

 
$
586

 
$
588

Long-term debt and other financing obligations
 
$
—

 
$
36,329

 
$
—

 
$
36,329

 
$
35,055

December 31, 2017
 
 
 
 
 
 
 
 
 
 
Debt securities - held-to-maturity
 
$
267

 
$
4

 
$
265

 
$
536

 
$
536

Long-term debt and other financing obligations
 
$
—

 
$
34,504

 
$
—

 
$
34,504

 
$
31,542

Nonfinancial assets and liabilities or financial assets and liabilities that are measured at fair value on a nonrecurring basis are subject to fair value adjustments only in certain circumstances, such as when the Company records an impairment. There were no significant fair value adjustments for these assets and liabilities recorded during the six months ended June 30, 2018 or 2017.
4.    Medical Costs Payable
The following table shows the components of the change in medical costs payable for the six months ended June 30:
(in millions)
 
2018
 
2017
Medical costs payable, beginning of period
 
$
17,871

 
$
16,391

Acquisitions
 
261

 
76

Reported medical costs:
 
 
 
 
Current year
 
72,570

 
65,208

Prior years
 
(280
)
 
(580
)
Total reported medical costs
 
72,290

 
64,628

Medical payments:
 
 
 
 
Payments for current year
 
(55,738
)
 
(49,673
)
Payments for prior years
 
(15,345
)
 
(13,712
)
Total medical payments
 
(71,083
)
 
(63,385
)
Medical costs payable, end of period
 
$
19,339

 
$
17,710

For the six months ended June 30, 2018 and 2017, the medical cost reserve development included no individual factors that were significant. Medical costs payable included reserves for claims incurred by insured customers but not yet reported to the Company of $13.5 billion and $12.3 billion at June 30, 2018 and December 31, 2017, respectively.

10

5.    Commercial Paper and Long-Term Debt
Commercial paper and senior unsecured long-term debt consisted of the following:
 
 
June 30, 2018
 
December 31, 2017
(in millions, except percentages)
 
Par
Value
 
Carrying
Value
 
Fair
Value
 
Par
Value
 
Carrying
Value
 
Fair
Value
Commercial paper
 
$
—

 
$
—

 
$
—

 
$
150

 
$
150

 
$
150

6.000% notes due February 2018
 
—

 
—

 
—

 
1,100

 
1,101

 
1,106

1.900% notes due July 2018
 
1,500

 
1,500

 
1,500

 
1,500

 
1,499

 
1,501

1.700% notes due February 2019
 
750

 
749

 
745

 
750

 
749

 
747

1.625% notes due March 2019
 
500

 
500

 
496

 
500

 
501

 
497

2.300% notes due December 2019
 
500

 
492

 
497

 
500

 
495

 
501

2.700% notes due July 2020
 
1,500

 
1,497

 
1,491

 
1,500

 
1,496

 
1,517

Floating rate notes due October 2020
 
300

 
299

 
300

 
300

 
299

 
300

3.875% notes due October 2020
 
450

 
440

 
457

 
450

 
446

 
467

1.950% notes due October 2020
 
900

 
896

 
878

 
900

 
895

 
892

4.700% notes due February 2021
 
400

 
396

 
415

 
400

 
403

 
425

2.125% notes due March 2021
 
750

 
747

 
731

 
750

 
746

 
744

Floating rate notes due June 2021
 
350

 
349

 
350

 
—

 
—

 
—

3.150% notes due June 2021
 
400

 
398

 
400

 
—

 
—

 
—

3.375% notes due November 2021
 
500

 
483

 
503

 
500

 
493

 
516

2.875% notes due December 2021
 
750

 
726

 
743

 
750

 
741

 
760

2.875% notes due March 2022
 
1,100

 
1,033

 
1,085

 
1,100

 
1,054

 
1,114

3.350% notes due July 2022
 
1,000

 
996

 
1,001

 
1,000

 
996

 
1,033

2.375% notes due October 2022
 
900

 
894

 
865

 
900

 
893

 
891

0.000% notes due November 2022
 
15

 
12

 
12

 
15

 
12

 
12

2.750% notes due February 2023
 
625

 
591

 
605

 
625

 
606

 
626

2.875% notes due March 2023
 
750

 
739

 
731

 
750

 
762

 
759

3.500% notes due June 2023
 
750

 
746

 
751

 
—

 
—

 
—

3.750% notes due July 2025
 
2,000

 
1,988

 
2,000

 
2,000

 
1,987

 
2,108

3.100% notes due March 2026
 
1,000

 
995

 
954

 
1,000

 
995

 
1,007

3.450% notes due January 2027
 
750

 
745

 
729

 
750

 
745

 
776

3.375% notes due April 2027
 
625

 
619

 
606

 
625

 
618

 
642

2.950% notes due October 2027
 
950

 
937

 
886

 
950

 
937

 
947

3.850% notes due June 2028
 
1,150

 
1,141

 
1,152

 
—

 
—

 
—

4.625% notes due July 2035
 
1,000

 
991

 
1,052

 
1,000

 
991

 
1,165

5.800% notes due March 2036
 
850

 
838

 
1,007

 
850

 
837

 
1,105

6.500% notes due June 2037
 
500

 
492

 
640

 
500

 
491

 
698

6.625% notes due November 2037
 
650

 
641

 
845

 
650

 
641

 
923

6.875% notes due February 2038
 
1,100

 
1,075

 
1,455

 
1,100

 
1,075

 
1,596

5.700% notes due October 2040
 
300

 
296

 
356

 
300

 
296

 
389

5.950% notes due February 2041
 
350

 
345

 
433

 
350

 
345

 
466

4.625% notes due November 2041
 
600

 
588

 
626

 
600

 
588

 
685

4.375% notes due March 2042
 
502

 
484

 
506

 
502

 
483

 
555

3.950% notes due October 2042
 
625

 
607

 
592

 
625

 
607

 
650

4.250% notes due March 2043
 
750

 
734

 
746

 
750

 
734

 
822

4.750% notes due July 2045
 
2,000

 
1,972

 
2,137

 
2,000

 
1,972

 
2,362

4.200% notes due January 2047
 
750

 
738

 
735

 
750

 
738

 
808

4.250% notes due April 2047
 
725

 
717

 
722

 
725

 
717

 
798

3.750% notes due October 2047
 
950

 
933

 
873

 
950

 
933

 
969

4.250% notes due June 2048
 
1,350

 
1,329

 
1,354

 
—

 
—

 
—

Total commercial paper and long-term debt
 
$
34,167

 
$
33,688

 
$
34,962

 
$
31,417

 
$
31,067

 
$
34,029

The Company’s long-term debt obligations included $1.4 billion and $625 million of other financing obligations, of which $210 million and $107 million were classified as current as of June 30, 2018 and December 31, 2017, respectively.

11

Commercial Paper and Bank Credit Facilities
Commercial paper consists of short-duration, senior unsecured debt privately placed on a discount basis through broker-dealers.
The Company has $3.0 billion five-year, $3.0 billion three-year and $4.0 billion 364-day revolving bank credit facilities with 26 banks, which mature in December 2022, December 2020 and December 2018, respectively. These facilities provide liquidity support for the Company’s commercial paper program and are available for general corporate purposes. As of June 30, 2018, no amounts had been drawn on any of the bank credit facilities. The annual interest rates, which are variable based on term, are calculated based on the London Interbank Offered Rate (LIBOR) plus a credit spread based on the Company’s senior unsecured credit ratings. If amounts had been drawn on the bank credit facilities as of June 30, 2018, annual interest rates would have ranged from 2.9% to 3.3%.
Debt Covenants
The Company’s bank credit facilities contain various covenants, including covenants requiring the Company to maintain a defined debt to debt-plus-shareholders’ equity ratio of not more than 55%. The Company was in compliance with its debt covenants as of June 30, 2018.
6.    Shareholders' Equity
Share Repurchase Program
In June 2018, the Company’s Board of Directors renewed the Company’s share repurchase program with an authorization to repurchase up to 100 million shares of the Company’s common stock. The following table provides details of the Company’s share repurchase activity for the six months ended June 30, 2018:
(in millions, except per share data)
 
 
Common share repurchases, shares
 
14

Common share repurchases, average price per share
 
$
228.81

Common share repurchases, aggregate cost
 
$
3,150

Board authorized shares remaining
 
100

Dividends
In June 2018, the Company’s Board of Directors increased the Company’s quarterly cash dividend to shareholders to an annual dividend rate of $3.60 per share from $3.00 per share, which the Company had paid since June 2017. Declaration and payment of future quarterly dividends is at the discretion of the Board and may be adjusted as business needs or market conditions change.
The following table provides details of the Company’s 2018 dividend payments:
Payment Date
 
Amount per Share
 
Total Amount Paid
 
 
 
 
(in millions)
March 20
 
$
0.750

 
$
722

June 26
 
0.900

 
866

7.    Commitments and Contingencies
Legal Matters
Because of the nature of its businesses, the Company is frequently made party to a variety of legal actions and regulatory inquiries, including class actions and suits brought by members, care providers, consumer advocacy organizations, customers and regulators, relating to the Company’s businesses, including management and administration of health benefit plans and other services. These matters include medical malpractice, employment, intellectual property, antitrust, privacy and contract claims and claims related to health care benefits coverage and other business practices.
The Company records liabilities for its estimates of probable costs resulting from these matters where appropriate. Estimates of costs resulting from legal and regulatory matters involving the Company are inherently difficult to predict, particularly where the matters: involve indeterminate claims for monetary damages or may involve fines, penalties or punitive damages; present novel legal theories or represent a shift in regulatory policy; involve a large number of claimants or regulatory bodies; are in the early stages of the proceedings; or could result in a change in business practices. Accordingly, the Company is often unable to estimate the losses or ranges of losses for those matters where there is a reasonable possibility or it is probable that a loss may be incurred.

12

Government Investigations, Audits and Reviews
The Company has been involved or is currently involved in various governmental investigations, audits and reviews. These include routine, regular and special investigations, audits and reviews by the Centers for Medicare and Medicaid Services (CMS), state insurance and health and welfare departments, the Brazilian national regulatory agency for private health insurance and plans (the Agência Nacional de Saúde Suplementar), state attorneys general, the Office of the Inspector General, the Office of Personnel Management, the Office of Civil Rights, the Government Accountability Office, the Federal Trade Commission, U.S. Congressional committees, the U.S. Department of Justice, the SEC, the Internal Revenue Service, the U.S. Drug Enforcement Administration, the Brazilian federal revenue service (the Secretaria da Receita Federal), the U.S. Department of Labor, the Federal Deposit Insurance Corporation, the Defense Contract Audit Agency and other governmental authorities. Certain of the Company’s businesses have been reviewed or are currently under review, including for, among other matters, compliance with coding and other requirements under the Medicare risk-adjustment model. CMS has selected certain of the Company’s local plans for risk adjustment data validation (RADV) audits to validate the coding practices of and supporting documentation maintained by health care providers and such audits may result in retrospective adjustments to payments made to the Company’s health plans.
On February 14, 2017, the Department of Justice (DOJ) announced its decision to pursue certain claims within a lawsuit initially asserted against the Company and filed under seal by a whistleblower in 2011. The whistleblower’s complaint, which was unsealed on February 15, 2017, alleges that the Company made improper risk adjustment submissions and violated the False Claims Act. On February 12, 2018, the court granted in part and denied in part the Company’s motion to dismiss. In May 2018, DOJ moved to dismiss the Company’s counterclaims, which were filed in March 2018, and moved for partial summary judgment. Those motions will be argued in September 2018. The Company cannot reasonably estimate the outcome that may result from this matter given its procedural status.

13

8.    Segment Financial Information
The Company’s four reportable segments are UnitedHealthcare, OptumHealth, OptumInsight and OptumRx. For more information on the Company’s segments see Part I, Item I, “Business” and Note 13 of Notes to the Consolidated Financial Statements in Part II, Item 8, “Financial Statements” in the 2017 10-K.
The following tables present reportable segment financial information:
 
 
 
 
Optum
 
 
 
 
(in millions)
 
UnitedHealthcare
 
OptumHealth
 
OptumInsight
 
OptumRx
 
Optum Eliminations
 
Optum
 
Corporate and
Eliminations
 
Consolidated
Three Months Ended June 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues - unaffiliated customers:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Premiums
 
$
43,496

 
$
962

 
$
—

 
$
—

 
$
—

 
$
962

 
$
—

 
$
44,458

Products
 
—

 
12

 
20

 
6,972

 
—

 
7,004

 
—

 
7,004

Services
 
2,142

 
1,203

 
776

 
148

 
—

 
2,127

 
—

 
4,269

Total revenues - unaffiliated customers
 
45,638

 
2,177

 
796

 
7,120

 
—

 
10,093

 
—

 
55,731

Total revenues - affiliated customers
 
—

 
3,640

 
1,380

 
9,807

 
(341
)
 
14,486

 
(14,486
)
 
—

Investment and other income
 
208

 
124

 
9

 
14

 
—

 
147

 
—

 
355

Total revenues
 
$
45,846

 
$
5,941

 
$
2,185

 
$
16,941

 
$
(341
)
 
$
24,726

 
$
(14,486
)
 
$
56,086

Earnings from operations
 
$
2,357

 
$
570

 
$
453

 
$
824

 
$
—

 
$
1,847

 
$
—

 
$
4,204

Interest expense
 
—

 
—

 
—

 
—

 
—

 
—

 
(344
)
 
(344
)
Earnings before income taxes
 
$
2,357

 
$
570

 
$
453

 
$
824

 
$
—

 
$
1,847

 
$
(344
)
 
$
3,860

Three Months Ended June 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues - unaffiliated customers:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Premiums
 
$
38,666

 
$
919

 
$
—

 
$
—

 
$
—

 
$
919

 
$
—

 
$
39,585

Products
 
—

 
11

 
19

 
6,385

 
—

 
6,415

 
—

 
6,415

Services
 
1,958

 
1,008

 
692

 
139

 
—

 
1,839

 
—

 
3,797

Total revenues - unaffiliated customers
 
40,624

 
1,938

 
711

 
6,524

 
—

 
9,173

 
—

 
49,797

Total revenues - affiliated customers
 
—

 
3,097

 
1,281

 
9,312

 
(284
)
 
13,406

 
(13,406
)
 
—

Investment and other income
 
164

 
87

 
1

 
4

 
—

 
92

 
—

 
256

Total revenues
 
$
40,788

 
$
5,122

 
$
1,993

 
$
15,840

 
$
(284
)
 
$
22,671

 
$
(13,406
)
 
$
50,053

Earnings from operations
 
$
2,211

 
$
422

 
$
372

 
$
726

 
$
—

 
$
1,520

 
$
—

 
$
3,731

Interest expense
 
—

 
—

 
—

 
—

 
—

 
—

 
(301
)
 
(301
)
Earnings before income taxes
 
$
2,211

 
$
422

 
$
372

 
$
726

 
$
—

 
$
1,520

 
$
(301
)
 
$
3,430



14

 
 
 
 
Optum
 
 
 
 
(in millions)
 
UnitedHealthcare
 
OptumHealth
 
OptumInsight
 
OptumRx
 
Optum Eliminations
 
Optum
 
Corporate and
Eliminations
 
Consolidated
Six Months Ended June 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues - unaffiliated customers:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Premiums
 
$
86,733

 
$
1,809

 
$
—

 
$
—

 
$
—

 
$
1,809

 
$
—

 
$
88,542

Products
 
—

 
24

 
43

 
13,639

 
—

 
13,706

 
—

 
13,706

Services
 
4,181

 
2,391

 
1,516

 
285

 
—

 
4,192

 
—

 
8,373

Total revenues - unaffiliated customers
 
90,914

 
4,224

 
1,559

 
13,924

 
—

 
19,707

 
—

 
110,621

Total revenues - affiliated customers
 
—

 
7,246

 
2,684

 
19,102

 
(674
)
 
28,358

 
(28,358
)
 
—

Investment and other income
 
391

 
230

 
11

 
21

 
—

 
262

 
—

 
653

Total revenues
 
$
91,305

 
$
11,700

 
$
4,254

 
$
33,047

 
$
(674
)
 
$
48,327

 
$
(28,358
)
 
$
111,274

Earnings from operations
 
$
4,757

 
$
1,058

 
$
848

 
$
1,594

 
$
—

 
$
3,500

 
$
—

 
$
8,257

Interest expense
 
—

 
—

 
—

 
—

 
—

 
—

 
(673
)
 
(673
)
Earnings before income taxes
 
$
4,757

 
$
1,058

 
$
848

 
$
1,594

 
$
—

 
$
3,500

 
$
(673
)
 
$
7,584

Six Months Ended June 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues - unaffiliated customers:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Premiums
 
$
76,719

 
$
1,804

 
$
—

 
$
—

 
$
—

 
$
1,804

 
$
—

 
$
78,523

Products
 
—

 
23

 
40

 
12,481

 
—

 
12,544

 
—

 
12,544

Services
 
3,880

 
1,729

 
1,334

 
288

 
—

 
3,351

 
—

 
7,231

Total revenues - unaffiliated customers
 
80,599

 
3,556

 
1,374

 
12,769

 
—

 
17,699

 
—

 
98,298

Total revenues - affiliated customers
 
—

 
6,156

 
2,460

 
18,010

 
(570
)
 
26,056

 
(26,056
)
 
—

Investment and other income
 
325

 
143

 
2

 
8

 
—

 
153

 
—

 
478

Total revenues
 
$
80,924

 
$
9,855

 
$
3,836

 
$
30,787

 
$
(570
)
 
$
43,908

 
$
(26,056
)
 
$
98,776

Earnings from operations
 
$
4,345

 
$
754

 
$
666

 
$
1,379

 
$
—

 
$
2,799

 
$
—

 
$
7,144

Interest expense
 
—

 
—

 
—

 
—

 
—

 
—

 
(584
)
 
(584
)
Earnings before income taxes
 
$
4,345

 
$
754

 
$
666

 
$
1,379

 
$
—

 
$
2,799

 
$
(584
)
 
$
6,560



15

ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read together with the accompanying Condensed Consolidated Financial Statements and Notes and with our 2017 10-K, including the Consolidated Financial Statements and Notes in Part II, Item 8, “Financial Statements” in that report. Unless the context indicates otherwise, references to the terms “UnitedHealth Group,” “we,” “our” or “us” used throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations refer to UnitedHealth Group Incorporated and its consolidated subsidiaries.
Readers are cautioned that the statements, estimates, projections or outlook contained in this Management's Discussion and Analysis of Financial Condition and Results of Operations, including discussions regarding financial prospects, economic conditions, trends and uncertainties contained in this Item 2, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA). These forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the results discussed or implied in the forward-looking statements. A description of some of the risks and uncertainties is set forth in Part I, Item 1A, “Risk Factors” in our 2017 10-K and in the discussion below.
EXECUTIVE OVERVIEW
General
UnitedHealth Group is a diversified health care company dedicated to helping people live healthier lives and helping make the health system work better for everyone. Through our diversified family of businesses, we leverage core competencies in data and health information; advanced technology; and clinical expertise to help meet the demands of the health system. These core competencies are deployed within our two distinct, but strategically aligned, business platforms: health benefits operating under UnitedHealthcare and health services operating under Optum.
Further information on our business is presented in Part I, Item 1, “Business” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2017 10-K and additional information on our segments can be found in this Item 2 and in Note 8 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.
Business Trends
Our businesses participate in the United States, South American and certain other international health markets. In the United States, health care spending has grown consistently for many years and comprises approximately 18% of gross domestic product. We expect overall spending on health care to continue to grow in the future due to inflation, medical technology and pharmaceutical advancement, regulatory requirements, demographic trends in the population and national interest in health and well-being. The rate of market growth may be affected by a variety of factors, including macro-economic conditions and regulatory changes, which have impacted and could further impact our results of operations.
Pricing Trends. To price our health care benefit products, we start with our view of expected future costs, including the impact of the Health Insurance Industry Tax. We frequently evaluate and adjust our approach in each of the local markets we serve, considering all relevant factors, such as product positioning, price competitiveness and environmental, competitive, legislative and regulatory considerations, including minimum medical loss ratio (MLR) thresholds. We will continue seeking to balance growth and profitability across all of these dimensions.
The commercial risk market remains highly competitive in both the small group and large group segments. We expect broad-based competition to continue as the industry adapts to individual and employer needs amid reform changes. In 2019, there will be a one year moratorium on the collection of the Health Insurance Industry Tax. Pricing for contracts that cover some portion of calendar year 2019 will reflect the impact of the moratorium.
Government programs in the public and senior sector tend to receive lower rates of increase than in the commercial market due to governmental budget pressures and intrinsically lower cost trends.
Medical Cost Trends. Our medical cost trends primarily relate to changes in unit costs, health system utilization and prescription drug costs. We endeavor to mitigate those increases by engaging physicians and consumers with information and helping them make clinically sound choices, with the objective of helping them achieve high quality, affordable care.
Regulatory Trends and Uncertainties
Following is a summary of management’s view of the trends and uncertainties related to Medicare Advantage rates. For additional information regarding regulatory trends and uncertainties, see Part I, Item 1 “Business - Government Regulation,”

16

Part 1, Item 1A, “Risk Factors” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2017 10-K.
Medicare Advantage Rates. Final 2019 Medicare Advantage rates resulted in an increase in industry base rates of approximately 3.4%, short of the industry forward medical cost trend, which creates continued pressure in the Medicare Advantage program.
The Tax Cut and Jobs Act (Tax Reform). Tax Reform was enacted by the U.S federal government in December 2017, changing existing federal tax law, including reducing the U.S. corporate income tax rate. The impact of Tax Reform will be partially offset by the return of the nondeductible Health Insurance Industry Tax in 2018.
Health Insurance Industry Tax. After a moratorium in 2017, the industry-wide amount of the Health Insurance Industry Tax in 2018 is $14.3 billion, with our portion being $2.6 billion. The return of the tax impacts year-over-year comparability of our financial statements, including revenues, the medical care ratio (MCR), operating cost ratio and effective tax rate. A one year moratorium on the collection of the Health Insurance Industry Tax will occur in 2019.
SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMS
The following summarizes select second quarter 2018 year-over-year operating comparisons to second quarter 2017 and other 2018 significant items.
•
Consolidated revenues grew 12%, UnitedHealthcare revenues grew 12% and Optum revenues grew 9%.
•
UnitedHealthcare served 640,000 fewer people as a result of completion of its commitment to the 2.9 million people under the TRICARE military health care program, partially offset by the addition of 2 million people through acquisition and the remainder from organic growth.
•
Earnings from operations increased 13%, including increases of 7% at UnitedHealthcare and 22% at Optum.
•
Due primarily to the impact of Tax Reform, our effective income tax rate decreased 950 basis points to 22%.
•
Diluted earnings per common share increased 28%.
•
Cash flows from operations for the six months ended were $12.4 billion, aided by the June receipt of our July CMS premium payment of $5.2 billion.

17

RESULTS SUMMARY
The following table summarizes our consolidated results of operations and other financial information:
(in millions, except percentages and per share data)
 
Three Months Ended June 30,
 
Increase/(Decrease)
 
Six Months Ended June 30,
 
Increase/(Decrease)
 
2018
 
2017
 
2018 vs. 2017
 
2018
 
2017
 
2018 vs. 2017
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Premiums
 
$
44,458

 
$
39,585

 
$
4,873

 
12
%
 
$
88,542

 
$
78,523

 
$
10,019

 
13
%
Products
 
7,004

 
6,415

 
589

 
9

 
13,706

 
12,544

 
1,162

 
9

Services
 
4,269

 
3,797

 
472

 
12

 
8,373

 
7,231

 
1,142

 
16

Investment and other income
 
355

 
256

 
99

 
39

 
653

 
478

 
175

 
37

Total revenues
 
56,086

 
50,053

 
6,033

 
12

 
111,274

 
98,776

 
12,498

 
13

Operating costs:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Medical costs
 
36,427

 
32,549

 
3,878

 
12

 
72,290

 
64,628

 
7,662

 
12

Operating costs
 
8,386

 
7,328

 
1,058

 
14

 
16,892

 
14,350

 
2,542

 
18

Cost of products sold
 
6,471

 
5,889

 
582

 
10

 
12,655

 
11,565

 
1,090

 
9

Depreciation and amortization
 
598

 
556

 
42

 
8

 
1,180

 
1,089

 
91

 
8

Total operating costs
 
51,882

 
46,322

 
5,560

 
12

 
103,017

 
91,632

 
11,385

 
12

Earnings from operations
 
4,204

 
3,731

 
473

 
13

 
8,257

 
7,144

 
1,113

 
16

Interest expense
 
(344
)
 
(301
)
 
(43
)
 
14

 
(673
)
 
(584
)
 
(89
)
 
15

Earnings before income taxes
 
3,860

 
3,430

 
430

 
13

 
7,584

 
6,560

 
1,024

 
16

Provision for income taxes
 
(850
)
 
(1,080
)
 
230

 
(21
)
 
(1,650
)
 
(2,019
)
 
369

 
(18
)
Net earnings
 
3,010

 
2,350

 
660

 
28

 
5,934

 
4,541

 
1,393

 
31

Earnings attributable to noncontrolling interests
 
(88
)
 
(66
)
 
(22
)
 
33

 
(176
)
 
(85
)
 
(91
)
 
107

Net earnings attributable to UnitedHealth Group common shareholders
 
$
2,922

 
$
2,284

 
$
638

 
28
 %
 
$
5,758

 
$
4,456

 
$
1,302

 
29
 %
Diluted earnings per share attributable to UnitedHealth Group common shareholders
 
$
2.98

 
$
2.32

 
$
0.66

 
28
 %
 
$
5.85

 
$
4.55

 
$
1.30

 
29
 %
Medical care ratio (a)
 
81.9
%
 
82.2
%
 
(0.3
)%
 
 
 
81.6
%
 
82.3
%
 
(0.7
)%
 
 
Operating cost ratio
 
15.0

 
14.6

 
0.4

 
 
 
15.2

 
14.5

 
0.7

 
 
Operating margin
 
7.5

 
7.5

 
—

 
 
 
7.4

 
7.2

 
0.2

 
 
Tax rate
 
22.0

 
31.5

 
(9.5
)
 
 
 
21.8

 
30.8

 
(9.0
)
 
 
Net earnings margin (b)
 
5.2

 
4.6

 
0.6

 
 
 
5.2

 
4.5

 
0.7

 
 
Return on equity (c)
 
24.4
%
 
21.5
%
 
2.9
 %
 
 
 
24.1
%
 
21.7
%
 
2.4
 %
 
 
                   
(a)
Medical care ratio is calculated as medical costs divided by premium revenue.
(b)
Net earnings margin attributable to UnitedHealth Group shareholders.
(c)
Return on equity is calculated as annualized net earnings divided by average equity. Average equity is calculated using the equity balance at the end of the preceding year and the equity balances at the end of each of the quarters in the year presented.
2018 RESULTS OF OPERATIONS COMPARED TO 2017 RESULTS OF OPERATIONS
Consolidated Financial Results
Revenue
The increase in revenue was primarily driven by the increase in the number of individuals served through risk-based products across our UnitedHealthcare benefits businesses, pricing trends, including for the return of the Health Insurance Industry Tax in 2018, and growth across the Optum business.
Medical Costs and MCR
Medical costs increased due to growth in people served through risk-based products and medical cost trends. The MCR decreased due to the revenue effects of the Health Insurance Industry Tax.
Income Tax Rate
Our effective tax rate decreased due to the impact of Tax Reform, which was partially offset by the return of the nondeductible Health Insurance Industry Tax.

18

Reportable Segments
See Note 8 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report for more information on our segments. The following table presents a summary of the reportable segment financial information:
 
 
Three Months Ended June 30,
 
Increase/(Decrease)
 
Six Months Ended June 30,
 
Increase/(Decrease)
(in millions, except percentages)
 
2018
 
2017
 
2018 vs. 2017
 
2018
 
2017
 
2018 vs. 2017
Revenues
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
UnitedHealthcare
 
$
45,846

 
$
40,788

 
$
5,058

 
12
%
 
$
91,305

 
$
80,924

 
$
10,381

 
13
%
OptumHealth
 
5,941

 
5,122

 
819

 
16

 
11,700

 
9,855

 
1,845

 
19

OptumInsight
 
2,185

 
1,993

 
192

 
10

 
4,254

 
3,836

 
418

 
11

OptumRx
 
16,941

 
15,840

 
1,101

 
7

 
33,047

 
30,787

 
2,260

 
7

Optum eliminations
 
(341
)
 
(284
)
 
(57
)
 
20

 
(674
)
 
(570
)
 
(104
)
 
18

Optum
 
24,726

 
22,671

 
2,055

 
9

 
48,327

 
43,908

 
4,419

 
10

Eliminations
 
(14,486
)
 
(13,406
)
 
(1,080
)
 
8

 
(28,358
)
 
(26,056
)
 
(2,302
)
 
9

Consolidated revenues
 
$
56,086

 
$
50,053

 
$
6,033

 
12
%
 
$
111,274

 
$
98,776

 
$
12,498

 
13
%
Earnings from operations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
UnitedHealthcare
 
$
2,357

 
$
2,211

 
$
146

 
7
%
 
$
4,757

 
$
4,345

 
$
412

 
9
%
OptumHealth
 
570

 
422

 
148

 
35

 
1,058

 
754

 
304

 
40

OptumInsight
 
453

 
372

 
81

 
22

 
848

 
666

 
182

 
27

OptumRx
 
824

 
726

 
98

 
13

 
1,594

 
1,379

 
215

 
16

Optum
 
1,847

 
1,520

 
327

 
22

 
3,500

 
2,799

 
701

 
25

Consolidated earnings from operations
 
$
4,204

 
$
3,731

 
$
473

 
13
%
 
$
8,257

 
$
7,144

 
$
1,113

 
16
%
Operating margin
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
UnitedHealthcare
 
5.1
%
 
5.4
%
 
(0.3
)%
 
 
 
5.2
%
 
5.4
%
 
(0.2
)%
 
 
OptumHealth
 
9.6

 
8.2

 
1.4

 
 
 
9.0

 
7.7

 
1.3

 
 
OptumInsight
 
20.7

 
18.7

 
2.0

 
 
 
19.9

 
17.4

 
2.5

 
 
OptumRx
 
4.9

 
4.6

 
0.3

 
 
 
4.8

 
4.5

 
0.3

 
 
Optum
 
7.5

 
6.7

 
0.8

 
 
 
7.2

 
6.4

 
0.8

 
 
Consolidated operating margin
 
7.5
%
 
7.5
%
 
—
 %
 
 
 
7.4
%
 
7.2
%
 
0.2
 %
 
 
UnitedHealthcare
The following table summarizes UnitedHealthcare revenues by business:
 
 
Three Months Ended June 30,
 
Increase/(Decrease)
 
Six Months Ended June 30,
 
Increase/(Decrease)
(in millions, except percentages)
 
2018
 
2017
 
2018 vs. 2017
 
2018
 
2017
 
2018 vs. 2017
UnitedHealthcare Employer & Individual
 
$
13,708

 
$
12,966

 
$
742

 
6
%
 
$
27,122

 
$
25,705

 
$
1,417

 
6
%
UnitedHealthcare Medicare & Retirement
 
18,859

 
16,747

 
2,112

 
13

 
37,784

 
33,299

 
4,485

 
13

UnitedHealthcare Community & State
 
10,746

 
9,178

 
1,568

 
17

 
21,417

 
18,127

 
3,290

 
18

UnitedHealthcare Global
 
2,533

 
1,897

 
636

 
34

 
4,982

 
3,793

 
1,189

 
31

Total UnitedHealthcare revenues
 
$
45,846

 
$
40,788

 
$
5,058

 
12
%
 
$
91,305

 
$
80,924

 
$
10,381

 
13
%

19

The following table summarizes the number of individuals served by our UnitedHealthcare businesses, by major market segment and funding arrangement:
 
 
June 30,
 
Increase/(Decrease)
(in thousands, except percentages)
 
2018
 
2017
 
2018 vs. 2017
Commercial group:
 
 
 
 
 
 
 
 
Risk-based
 
7,905

 
7,765

 
140

 
2
 %
Fee-based
 
18,415

 
19,110

 
(695
)
 
(4
)
Total commercial group
 
26,320

 
26,875

 
(555
)
 
(2
)
Individual
 
480

 
540

 
(60
)
 
(11
)
Fee-based TRICARE
 
—

 
2,855

 
(2,855
)
 
(100
)
Total commercial
 
26,800

 
30,270

 
(3,470
)
 
(11
)
Medicare Advantage
 
4,790

 
4,340

 
450

 
10

Medicaid
 
6,710

 
6,380

 
330

 
5

Medicare Supplement (Standardized)
 
4,505

 
4,360

 
145

 
3

Total public and senior
 
16,005

 
15,080

 
925

 
6

Total UnitedHealthcare - domestic medical
 
42,805

 
45,350

 
(2,545
)
 
(6
)
International
 
6,020

 
4,115

 
1,905

 
46

Total UnitedHealthcare - medical
 
48,825

 
49,465

 
(640
)
 
(1
)%
Supplemental Data:
 
 
 
 
 
 
 
 
Medicare Part D stand-alone
 
4,730

 
4,935

 
(205
)
 
(4
)%
The overall increase in people served through risk-based benefit plans in the commercial group market was driven by broad-based growth, primarily in services to small groups. Fee-based commercial group business declined primarily due to the non-renewal of one public sector customer in the third quarter of 2017. Medicare Advantage increased year-over-year due to growth in people served through individual and employer-sponsored group Medicare Advantage plans. Medicaid growth was driven by the combination of new state-based awards and growth in established programs. Medicare Supplement growth reflected strong customer retention and new sales. International growth was driven by an acquisition in the first quarter.
UnitedHealthcare’s revenue and earnings from operations increased due to growth in the number of individuals served across its risk-based businesses, a higher revenue membership mix, rate increases for underlying medical cost trends and the impact of the return of the Health Insurance Industry Tax.
Optum
Total revenues and earnings from operations increased as each segment reported increased revenues and earnings from operations as a result of productivity and overall cost management initiatives in addition to the factors discussed below.
The results by segment were as follows:
OptumHealth
Revenue and earnings from operations increased at OptumHealth primarily due to organic and acquisition-related growth in care delivery and behavioral health, digital consumer engagement and health financial services.
OptumInsight
Revenue and earnings from operations at OptumInsight increased primarily due to organic and acquisition-related growth in technology, payer services and care provider advisory services.
OptumRx
Revenue and earnings from operations at OptumRx increased primarily due to organic customer growth. OptumRx fulfilled 332 million and 322 million adjusted scripts, in the second quarters of 2018 and 2017, respectively.
LIQUIDITY, FINANCIAL CONDITION AND CAPITAL RESOURCES
Liquidity
Summary of our Major Sources and Uses of Cash and Cash Equivalents
 
 
Six Months Ended June 30,
 
Increase/(Decrease)
(in millions)
 
2018
 
2017
 
2018 vs. 2017
Sources of cash:
 
 
 
 
 
 
Cash provided by operating activities
 
$
12,376

 
$
8,627

 
$
3,749

Issuances of commercial paper and long-term debt, net of repayments
 
2,683

 
—

 
2,683

Proceeds from common stock issuances
 
478

 
391

 
87

Customer funds administered
 
3,082

 
3,899

 
(817
)
Other
 
—

 
55

 
(55
)
Total sources of cash
 
18,619

 
12,972

 
 
Uses of cash:
 
 
 
 
 
 
Common stock repurchases
 
(3,150
)
 
(1,045
)
 
(2,105
)
Cash paid for acquisitions, net of cash assumed
 
(2,636
)
 
(704
)
 
(1,932
)
Purchases of investments, net of sales and maturities
 
(2,968
)
 
(2,082
)
 
(886
)
Repayments of commercial paper and long-term debt, net of issuances
 
—

 
(2,171
)
 
2,171

Purchases of property, equipment and capitalized software
 
(960
)
 
(925
)
 
(35
)
Cash dividends paid
 
(1,588
)
 
(1,320
)
 
(268
)
Other
 
(852
)
 
(566
)
 
(286
)
Total uses of cash
 
(12,154
)
 
(8,813
)
 
 
Effect of exchange rate changes on cash and cash equivalents
 
(78
)
 
(7
)
 
(71
)
Net increase in cash and cash equivalents
 
$
6,387

 
$
4,152

 
$
2,235

2018 Cash Flows Compared to 2017 Cash Flows
Increased cash flows provided by operating activities were primarily driven by higher net earnings, the timing of government payments and the year-over-year impact of the return of the Health Insurance Industry Tax. Cash provided by operating activities for the six months ended 2018 and 2017 included the early receipt of July CMS premium payments of $5.2 billion and $4.5 billion, respectively.
Other significant changes in sources or uses of cash year-over-year included net issuances of debt in 2018 compared to net payments in 2017, an increase in cash paid for acquisitions and increased share repurchases.
Financial Condition
As of June 30, 2018, our cash, cash equivalent, available-for-sale debt securities and equity securities balances of $51 billion included $18 billion of cash and cash equivalents (of which $1.7 billion was available for general corporate use), $31 billion of debt securities and $2 billion of investments in equity securities. Given the significant portion of our portfolio held in cash and cash equivalents, we do not anticipate fluctuations in the aggregate fair value of our financial assets to have a material impact on our liquidity or capital position. Our available-for-sale debt portfolio had a weighted-average duration of 2.1 years and a weighted-average credit rating of “Double A” as of June 30, 2018. When multiple credit ratings are available for an individual security, the average of the available ratings is used to determine the weighted-average credit rating.

20

Capital Resources and Uses of Liquidity
In addition to cash flows from operations and cash and cash equivalent balances available for general corporate use, our capital resources and uses of liquidity are as follows:
Commercial Paper and Bank Credit Facilities. Our revolving bank credit facilities provide liquidity support for our commercial paper borrowing program, which facilitates the private placement of unsecured debt through third-party broker-dealers, and are available for general corporate purposes. For more information on our commercial paper and bank credit facilities, see Note 5 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.
Our revolving bank credit facilities contain various covenants, including covenants requiring us to maintain a defined debt to debt-plus-shareholders’ equity ratio of not more than 55%. As of June 30, 2018, our debt to debt-plus-shareholders’ equity ratio, as defined and calculated under the credit facilities, was approximately 38.8%.
Long-Term Debt. Periodically, we access capital markets and issue long-term debt for general corporate purposes, such as to meet our working capital requirements, to refinance debt, to finance acquisitions or for share repurchases. For more information on our long-term debt, see Note 5 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.
Credit Ratings. Our credit ratings as of June 30, 2018 were as follows:
  
Moody’s
 
S&P Global
 
Fitch
 
A.M. Best
 
Ratings
 
Outlook
 
Ratings
 
Outlook
 
Ratings
 
Outlook
 
Ratings
 
Outlook
Senior unsecured debt
A3
 
Stable
 
A+
 
Stable
 
A-
 
Stable
 
A-
 
Stable
Commercial paper
P-2
 
n/a
 
A-1
 
n/a
 
F1
 
n/a
 
AMB-1
 
n/a
The availability of financing in the form of debt or equity is influenced by many factors, including our profitability, operating cash flows, debt levels, credit ratings, debt covenants and other contractual restrictions, regulatory requirements and economic and market conditions. For example, a significant downgrade in our credit ratings or adverse conditions in the capital markets may increase the cost of borrowing for us or limit our access to capital.
Share Repurchase Program. As of June 30, 2018, we had Board authorization to purchase up to 100 million shares of our common stock. For more information on our share repurchase program, see Note 6 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.
Dividends. In June 2018, our Board increased our quarterly cash dividend to shareholders to an annual dividend rate of $3.60 per share. For more information on our dividend, see Note 6 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.
For additional liquidity discussion, see Note 10 of Notes to the Consolidated Financial Statements in Part II, Item 8, “Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 in our 2017 10-K.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
A summary of future obligations under our various contractual obligations and commitments as of December 31, 2017 was disclosed in our 2017 10-K. During the six months ended June 30, 2018, there were no material changes to this previously disclosed information outside the ordinary course of business. However, we continually evaluate opportunities to expand our operations, including through internal development of new products, programs and technology applications and acquisitions.
RECENTLY ISSUED ACCOUNTING STANDARDS
See Note 1 of Notes to the Condensed Consolidated Financial Statements in Part I, Item 1 of this report for a discussion of new accounting pronouncements that affect us.
CRITICAL ACCOUNTING ESTIMATES
In preparing our Condensed Consolidated Financial Statements, we are required to make judgments, assumptions and estimates, which we believe are reasonable and prudent based on the available facts and circumstances. These judgments, assumptions and estimates affect certain of our revenues and expenses and their related balance sheet accounts and disclosure of our contingent liabilities. We base our assumptions and estimates primarily on historical experience and consider known and projected trends. On an ongoing basis, we re-evaluate our selection of assumptions and the method of calculating our estimates.

21

Actual results, however, may materially differ from our calculated estimates, and this difference would be reported in our current operations.
Our critical accounting estimates include medical costs payable, revenues, and goodwill and other intangible assets. For a detailed description of our critical accounting estimates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 in our 2017 10-K. For a detailed discussion of our significant accounting policies, see Note 2 of Notes to the Consolidated Financial Statements in Part II, Item 8, “Financial Statements” in our 2017 10-K.
FORWARD-LOOKING STATEMENTS
The statements, estimates, projections, guidance or outlook contained in this document include “forward-looking” statements within the meaning of the PSLRA. These statements are intended to take advantage of the “safe harbor” provisions of the PSLRA. Generally the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “forecast,” “outlook,” “plan,” “project,” “should” and similar expressions identify forward-looking statements, which generally are not historical in nature. These statements may contain information about financial prospects, economic conditions and trends and involve risks and uncertainties. We caution that actual results could differ materially from those that management expects, depending on the outcome of certain factors.
Some factors that could cause actual results to differ materially from results discussed or implied in the forward-looking statements include: our ability to effectively estimate, price for and manage our medical costs, including the impact of any new coverage requirements; new laws or regulations, or changes in existing laws or regulations, or their enforcement or application, including increases in medical, administrative, technology or other costs or decreases in enrollment resulting from U.S., South American and other jurisdictions’ regulations affecting the health care industry; the outcome of the DOJ’s legal action relating to the risk adjustment submission matter; our ability to maintain and achieve improvement in CMS star ratings and other quality scores that impact revenue; reductions in revenue or delays to cash flows received under Medicare, Medicaid and other government programs, including the effects of a prolonged U.S. government shutdown or debt ceiling constraints; changes in Medicare, including changes in payment methodology, the CMS star ratings program or the application of risk adjustment data validation audits; cyber-attacks or other privacy or data security incidents; failure to comply with privacy and data security regulations; regulatory and other risks and uncertainties of the pharmacy benefits management industry; competitive pressures, which could affect our ability to maintain or increase our market share; changes in or challenges to our public sector contract awards; our ability to execute contracts on competitive terms with physicians, hospitals and other service providers; failure to achieve targeted operating cost productivity improvements, including savings resulting from technology enhancement and administrative modernization; increases in costs and other liabilities associated with increased litigation, government investigations, audits or reviews; failure to manage successfully our strategic alliances or complete or receive anticipated benefits of acquisitions and other strategic transactions, fluctuations in foreign currency exchange rates on our reported shareholders’ equity and results of operations; downgrades in our credit ratings; the performance of our investment portfolio; impairment of the value of our goodwill and intangible assets if estimated future results do not adequately support goodwill and intangible assets recorded for our existing businesses or the businesses that we acquire; failure to maintain effective and efficient information systems or if our technology products do not operate as intended; and our ability to obtain sufficient funds from our regulated subsidiaries or the debt or capital markets to fund our obligations, to maintain our debt to total capital ratio at targeted levels, to maintain our quarterly dividend payment cycle or to continue repurchasing shares of our common stock.
This list of important factors is not intended to be exhaustive. We discuss certain of these matters more fully, as well as certain risk factors that may affect our business operations, financial condition and results of operations, in our other periodic and current filings with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Any or all forward-looking statements we make may turn out to be wrong, and can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. By their nature, forward-looking statements are not guarantees of future performance or results and are subject to risks, uncertainties and assumptions that are difficult to predict or quantify. Actual future results may vary materially from expectations expressed or implied in this document or any of our prior communications. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update or revise any forward-looking statements, except as required by applicable securities laws.
ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We manage exposure to market interest rates by diversifying investments across different fixed-income market sectors and debt across maturities, as well as by endeavoring to match our floating-rate assets and liabilities over time, either directly or through the use of interest rate swap contracts. Unrealized gains and losses on investments in available-for-sale securities are reported in comprehensive income.

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The following table summarizes the impact of hypothetical changes in market interest rates across the entire yield curve by 1% point or 2% points as of June 30, 2018 on our investment income and interest expense per annum, and the fair value of our investments and debt (in millions, except percentages):
 
 
June 30, 2018
Increase (Decrease) in Market Interest Rate
 
Investment
Income Per
Annum (a)
 
Interest
Expense Per
Annum
 
Fair Value of
Financial Assets (b)
 
Fair Value of
Financial Liabilities
2 %
 
$
428

 
$
186

 
$
(2,161
)
 
$
(4,557
)
1
 
214

 
93

 
(1,099
)
 
(2,461
)
(1)
 
(214
)
 
(93
)
 
1,078

 
2,912

(2)
 
(405
)
 
(186
)
 
2,089

 
6,381

                 
(a)
Given the low absolute level of short-term market rates on our floating-rate assets as of June 30, 2018, the assumed hypothetical change in interest rates does not reflect the full 200 basis point reduction in investment income as the rate cannot fall below zero.
(b)
As of June 30, 2018, some of our investments had interest rates below 2% so the assumed hypothetical change in the fair value of investments does not reflect the full 200 basis point reduction.
ITEM 4.    CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms; and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
In connection with the filing of this quarterly report on Form 10-Q, management evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2018. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2018.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
A description of our legal proceedings is included in and incorporated by reference to Note 7 of Notes to the Condensed Consolidated Financial Statements contained in Part I, Item 1 of this report.
ITEM 1A.    RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” of our 2017 10-K, which could materially affect our business, financial condition or future results. The risks described in our 2017 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.
There have been no material changes to the risk factors disclosed in our 2017 10-K.
ITEM 2.
UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS
In November 1997, our Board of Directors adopted a share repurchase program, which the Board evaluates periodically. There is no established expiration date for the program. During the second quarter 2018, we repurchased approximately 2 million shares at an average price of $232.28 per share. As of June 30, 2018, we had Board authorization to purchase up to 100 million shares of our common stock.

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ITEM 6.
EXHIBITS**
The following exhibits are filed or incorporated by reference herein in response to Item 601 of Regulation S-K. The Company files Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K pursuant to the Securities Exchange Act of 1934 under Commission File No. 1-10864.

 

 
4.1

 
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 the Company's Registration Statement on Form S-3/A, SEC File Number 333-66013, filed on January 11, 1999)

 

 

 

 

 

 

 
101

 
The following materials from UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 filed on August 7, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Changes in Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements.
 ________________
*
 
Denotes management contracts and compensation plans in which certain directors and named executive officers participate and which are being filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K.
**
 
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of instruments defining the rights of certain holders of long-term debt are not filed. The Company will furnish copies thereof to the SEC upon request.


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
UNITEDHEALTH GROUP INCORPORATED
 
/s/ DAVID S. WICHMANN
 
Chief Executive Officer
(principal executive officer)
Dated:
August 7, 2018
David S. Wichmann
 
  
 
 
 
 
/s/ JOHN F. REX
 
Executive Vice President and
Chief Financial Officer
(principal financial officer)
Dated:
August 7, 2018
John F. Rex
 
  
 
 
 
 
/S/ THOMAS E. ROOS
 
Senior Vice President and
Chief Accounting Officer
(principal accounting officer)
Dated:
August 7, 2018
Thomas E. Roos
 
  
 


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