Item 2.02. Results of Operations and Financial Condition. for UnitedHealth

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UNH » Topics » Item 2.02. Results of Operations and Financial Condition.

This excerpt taken from the UNH 8-K filed Oct 16, 2008.

Item 2.02. Results of Operations and Financial Condition.

On October 16, 2008, UnitedHealth Group Incorporated (the “Company”) issued a press release announcing its third quarter 2008 results. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The press release contains the following non-GAAP financial measures:

adjusted third quarter 2007 cash flows from operations, which includes the Centers for Medicare & Medicaid Services premium payment for July 2007, which the Company received in June 2007;

adjusted second quarter 2008 operating margin and earnings from operations, each of which excludes the impacts of the proposed settlement of two class action lawsuits related to the Company’s historical stock option practices (the “Class Actions”) and related legal costs, a pre-tax operating cost charge for employee severance related to operating cost reduction initiatives and other items, and a pre-tax reduction in operating costs for proceeds from the sale of certain assets and membership in the individual Medicare Advantage business in Nevada in May 2008;

adjusted third quarter 2008 cash flows from operations, which excludes cash payments to settle the Class Actions; and

adjusted third quarter 2008 operating cost ratio, operating margin, earnings from operations, net earnings, and diluted net earnings per common share, each of which excludes a benefit from a change in the estimated net costs to settle the Class Actions.

The most directly comparable GAAP financial measures to these non-GAAP measures are as follows:


Third quarter 2007 cash flows from operations		Approximately $500 million
Second quarter 2008 operating margin		3.3%
Second quarter 2008 earnings from operations		$673 million
Third quarter 2008 cash flows from operations		Approximately $1.8 billion
Third quarter 2008 operating cost ratio		14.8%
Third quarter 2008 operating margin		7.9%
Third quarter 2008 earnings from operations		$1.6 billion
Third quarter 2008 net earnings		$920 million
Third quarter 2008 diluted net earnings per common share		$0.75

Reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures are attached to the press release.

The information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

This excerpt taken from the UNH 8-K filed Jul 22, 2008.

Item 2.02. Results of Operations and Financial Condition.

On July 22, 2008, UnitedHealth Group Incorporated (the “Company”) issued a press release announcing its second quarter 2008 results. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The press release contains the following non-GAAP financial measures for second quarter and full-year 2008, which exclude the impacts of the proposed settlement of the securities and Employee Retirement Income Security Act class action lawsuits related to the Company’s historical stock option practices and related legal costs, a pre-tax operating cost charge for employee severance related to operating cost reduction initiatives and other items, and a pre-tax reduction in operating costs for proceeds from the sale of certain assets and membership in the individual Medicare Advantage business in Nevada in May 2008: adjusted second quarter 2008 operating cost ratio, adjusted second quarter 2008 operating margin, adjusted second quarter 2008 earnings from operations, adjusted second quarter 2008 tax rate, adjusted second quarter 2008 net earnings, adjusted second quarter 2008 diluted net earnings per common share, adjusted full-year 2008 operating cost ratio estimate, adjusted full-year 2008 earnings from operations estimate, adjusted full-year 2008 operating margin estimate, adjusted full-year 2008 tax rate estimate, adjusted full-year 2008 diluted net earnings per common share estimate, and adjusted full-year 2008 cash flows from operations estimate. The most directly comparable GAAP financial measures to these non-GAAP measures are as follows, respectively:


Second quarter 2008 operating cost ratio		18.5%
Second quarter 2008 operating margin		3.3%
Second quarter 2008 earnings from operations		$673 million
Second quarter 2008 tax rate		33.8%
Second quarter 2008 net earnings		$337 million
Second quarter 2008 diluted net earnings per common share		$0.27
Full-year 2008 operating cost ratio estimate		15.5% ± 20 basis points
Full-year 2008 earnings from operations estimate		Approximately $5.75 billion
Full-year 2008 operating margin estimate		Approximately 7%
Full-year 2008 tax rate estimate		35.55% to 35.80%
Full-year 2008 diluted net earnings per common share estimate		$2.55 to $2.65
Full-year 2008 cash flows from operations estimate		Approaching $4.4 billion

Reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures are attached to the press release.

This excerpt taken from the UNH 8-K filed Apr 22, 2008.

Item 2.02. Results of Operations and Financial Condition.

On April 22, 2008, UnitedHealth Group Incorporated (the “Company”) issued a press release announcing first quarter 2008 results. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated in this Item 2.02 by reference.

The press release contains the following non-GAAP financial measures for first quarter 2007, which reflect the exclusion of certain charges under Section 409A of the Internal Revenue Code or the modification of the timing of receiving certain premium payments from the Centers for Medicare and Medicaid Services: adjusted net earnings per share, adjusted earnings from operations, adjusted operating margin, adjusted net earnings, adjusted operating costs and adjusted cash flows from operations. The most directly comparable GAAP financial measures to these non-GAAP measures for first quarter 2007 are as follows, respectively:


	First Quarter 2007
Net earnings per share	$	0.66
Earnings from operations	$	1.58 billion
Operating margin		8.31	%
Net earnings	$	0.93 billion
Operating costs	$	17.47 billion
Cash flows from operations	$	2.59 billion

Reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the financial schedules attached to the press release.

The information in this Item 2.02, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

This excerpt taken from the UNH 8-K filed Jan 22, 2008.

Item 2.02 Results of Operations and Financial Condition.

On January 22, 2008, UnitedHealth Group Incorporated (the “Company”) issued a press release announcing fourth quarter and full-year 2007 results. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated in this Item 2.02 by reference.

The press release contains the following non-GAAP financial measures for full-year 2007, which reflect the exclusion of certain charges under Section 409A of the Internal Revenue Code: adjusted earnings from operations, adjusted net earnings, adjusted earnings per share, adjusted operating cost ratio, and adjusted operating margin. The most directly comparable GAAP financial measures to these non-GAAP measures for full-year 2007 are as follows, respectively:


	Year Ended December 31, 2007
Earnings from operations	$	7.849	billion
Net earnings	$	4.654	billion
Earnings per share	$	3.42
Operating cost ratio		14.0	%
Operating margin		10.4	%

Reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the financial schedules attached to the press release.

This excerpt taken from the UNH 8-K filed Apr 18, 2006.

Item 2.02. Results of Operations and Financial Condition

On April 18, 2006, UnitedHealth Group Incorporated (the “Company”) issued a press release discussing first quarter 2006 results. A copy of the press release is furnished herewith as Exhibit 99 and incorporated in this Item 2.02 by reference. The press release contains forward-looking statements regarding the Company.

To supplement our consolidated financial results as determined by generally accepted accounting principles (GAAP), the press release also discloses certain non-GAAP information which management believes provides useful information to investors. The “Part D Normalized” results have been presented to enhance comparability with 2005 quarterly results. The “Part D Normalized” results assume that full year Medicare Part D benefit costs are recognized based on actuarially projected utilization over the contract year. Accordingly, “Part D Normalized” results for the first quarter of 2006 include a pro rata share of management’s estimate of full year 2006 Medicare Part D benefit costs relating to beneficiaries as of March 31, 2006. “Part D Normalized” results are not meant to be considered in isolation or as a substitute for net earnings or diluted net earnings per share prepared in accordance with GAAP. In addition, Adjusted Cash Flows from Operating Activities is presented in the press release to facilitate the comparison of cash flows from operating activities for periods in which the Company does not receive its three monthly premium payments from the Centers of Medicare and Medicaid Services (CMS) in the quarter. A presentation of the most directly comparable measures presented in accordance with GAAP is included in the press release.

CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

UnitedHealth Group and its representatives may from time to time make written and oral forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA), including statements in this report, in presentations, press releases (including the earnings release attached as Exhibit 99 to this report and the earnings conference call described in such earnings release), filings with the Securities and Exchange Commission, reports to shareholders and in meetings with analysts and investors. Generally the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. These statements may contain information about financial prospects, economic conditions, trends and unknown certainties. We caution that actual results could differ materially from those that management expects, depending on the outcome of certain factors. These forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the results discussed in the forward-looking statements. Some factors that could cause results to differ materially from the forward-looking statements include:

•

increases in health care costs that are higher than we anticipated in establishing our premium rates, including increased consumption of or costs of medical services;

•

heightened competition as a result of new entrants into our market, and consolidation of health care companies and suppliers;

•

events that may negatively affect our contract with AARP;

•

uncertainties regarding changes in Medicare, including coordination of information systems and accuracy of certain assumptions;

•

funding risks with respect to revenue received from Medicare and Medicaid programs;

•

increases in costs and other liabilities associated with increased litigation, legislative activity and government regulation and review of our industry;

•

our ability to execute contracts on competitive terms with physicians, hospitals and other service providers;

•

regulatory and other risks associated with the pharmacy benefits management industry;

•

failure to maintain effective and efficient information systems, which could result in the loss of existing customers, difficulties in attracting new customers, difficulties in determining medical costs estimates and appropriate pricing, customer and physician and health care provider disputes, regulatory violations, increases in operating costs, or other adverse consequences;

•

possible impairment of the value of our intangible assets if future results do not adequately support goodwill and intangible assets recorded for businesses that we acquire;

•

potential noncompliance by our business associates with patient privacy data;

•

misappropriation of our proprietary technology; and

•

anticipated benefits of acquiring PacifiCare may not be realized.

This list of important factors is not intended to be exhaustive. A further list and description of some of these risks and uncertainties can be found in our reports filed with the Securities and Exchange Commission from time to time, including our annual reports on Form 10-K and quarterly reports on Form 10-Q. Any or all forward-looking statements we make may turn out to be wrong. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Except to the extent otherwise required by federal securities laws, we do not undertake to publicly update or revise any forward-looking statements.

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 hereunto duly authorized.

Date: April 18, 2006


UNITEDHEALTH GROUP INCORPORATED

By:		/s/ David J. Lubben
		David J. Lubben
		General Counsel & Secretary

EXHIBITS


Number		Description
99		Press Release, dated April 18, 2006, issued by UnitedHealth Group

This excerpt taken from the UNH 8-K filed Oct 14, 2005.

Item 2.02. Results of Operations and Financial Condition

On October 14, 2005, UnitedHealth Group Incorporated (the “Company”) issued a press release discussing third quarter 2005 results. A copy of the press release is furnished herewith as Exhibit 99 and incorporated in this Item 2.02 by reference. The press release contains forward-looking statements regarding the Company.

To supplement our consolidated financial results as determined by generally accepted accounting principles (GAAP), the press release also discloses the following non-GAAP information which management believes provides useful information to investors:

Certain account balances and financial measures have been presented in this earnings release excluding our AARP business. Management believes these disclosures are meaningful since underwriting gains or losses related to the AARP business are recorded as an increase or decrease to a rate stabilization fund (RSF) and the effects of changes in balance sheet amounts associated with the AARP program accrue to the overall benefit of the AARP policyholders through the RSF balance. Although the Company is at risk for underwriting losses to the extent cumulative net losses exceed the balance in the RSF, the Company has not been required to fund any underwriting deficits to date and management believes the RSF balance is sufficient to cover potential future underwriting or other risks associated with the contract.

CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

•

increases in health care costs that are higher than we anticipated in establishing our premium rates, including increased consumption of or costs of medical services;

•

heightened competition as a result of new entrants into our market, and consolidation of health care companies and suppliers;

•

events that may negatively affect our contract with AARP;

•

increased competition and other uncertainties resulting from changes in Medicare laws;

•

increases in costs and other liabilities associated with increased litigation, legislative activity and government regulation and review of our industry;

•

our ability to execute contracts on competitive terms with physicians, hospitals and other service providers;

•

possible impairment of the value of our intangible assets if future results do not adequately support goodwill and intangible assets recorded for businesses that we acquire;

•

costs associated with compliance with restrictions on patient privacy, including system changes, development of new administrative processes, and potential noncompliance by our business associates;

•

misappropriation of our proprietary technology;

•

potential effects of terrorism, including increased use of health care services, disruption of information and payment systems, and increased health care costs; and

•

our anticipated acquisition of PacifiCare Health Systems, Inc. may be delayed or impeded as a result of required governmental consents, approval by PacifiCare’s stockholders, and other conditions to the merger, which may increase the costs of the merger and reduce anticipated benefits.

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 hereunto duly authorized.

Date: October 14, 2005


UNITEDHEALTH GROUP INCORPORATED

By:		/s/ David J. Lubben
		David J. Lubben General Counsel & Secretary

EXHIBITS


Number		Description

99		Press Release, dated October 14, 2005, issued by UnitedHealth Group

This excerpt taken from the UNH 8-K filed Jan 20, 2005.

Item 2.02. Results of Operations and Financial Condition

On January 20, 2005, UnitedHealth Group Incorporated (the “Company”) issued a press release discussing fourth quarter 2004 results. A copy of the press release is furnished herewith as Exhibit 99 and incorporated in this Item 2.02 by reference. The press release contains forward-looking statements regarding the Company.

Certain account balances and financial measures have been presented in this earnings release excluding our AARP business. Management believes these disclosures are meaningful since underwriting gains or losses related to the AARP business are recorded as an increase or decrease to a rate stabilization fund (RSF) and the effects of changes in balance sheet amounts associated with the AARP program accrue to AARP policyholders through the RSF balance. Although the Company is at risk for underwriting losses to the extent cumulative net losses exceed the balance in the RSF, the Company has not been required to fund any underwriting deficits to date and management believes the RSF balance is sufficient to cover potential future underwriting or other risks associated with the contract.

CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

•

increases in medical costs that are higher than anticipated in establishing our premium rates, including increased use of or cost of medical services;

•

heightened competition as a result of new entrants into the market and consolidation of both our competitors and suppliers in the industries in which we operate, which may make it more difficult for us to retain or increase customers, to improve the terms on which we do business with our suppliers, and to maintain or advance profitability;

•

events that may negatively affect our contract with AARP, including any failure on our part to service AARP customers in an effective manner and any adverse events that directly effect AARP or its business partners;

•

the uncertain effects on our business of the new Medicare reform legislation;

•

costs associated with legislative activity, government regulation and review of our industry, including costs of changes in our business practices in response to new legislation and regulations, costs associated with regular and special governmental audits, investigations and enforcement actions, and costs associated with maintaining necessary regulatory approvals;

•

a reduction in our bargaining power or a deterioration of our relationships with certain physicians, hospitals and other health care providers;

•

increases in costs associated with increased litigation and the potential that our insurance coverage may be insufficient to cover certain costs;

•

failure to maintain effective and efficient information systems, which could result in, among other things, loss of existing customers, difficulties in attracting new customers, difficulties in determining medical cost estimates and establishing appropriate pricing, customer and physician and other health care provider disputes, regulatory problems, and increases in operating expenses;

•

increases in costs associated with business acquisitions, including assumption of unanticipated liabilities, difficulties in integration, or underperformance of acquired companies;

•

costs associated with compliance with emerging restrictions on patient privacy, including system changes, development of new administrative processes, and compliance by our business associates;

•

failure to adequately maintain our proprietary rights to our databases and related products due to lack of legal protections or failure to take necessary precautions, which could hinder our ability to market and sell our products and services; and

•

the potential impact on the health care industry resulting from acts of terrorism or the threat of future acts of terrorism and related concerns, which could lead to, among other things, increased use of health care services, loss of membership in health plans due to reductions in employment, adverse effects on the financial condition of employers who sponsor health care coverage for their employees, disruption of our information and payment systems, increased health care costs and disruption of the financial and insurance markets.

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 hereunto duly authorized.

Date: January 20, 2005


UNITEDHEALTH GROUP INCORPORATED

By:		/s/ David J. Lubben
		David J. Lubben
		General Counsel & Secretary

EXHIBITS


Number		Description
99		Press Release, dated January 20, 2005, issued by UnitedHealth Group

This excerpt taken from the UNH 8-K filed Jan 20, 2005.

Item 2.02. Results of Operations and Financial Condition

This Form 8-K/A amends the Form 8-K filed the morning of January 20, 2005 to replace exhibit 99 filed therewith.

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 hereunto duly authorized.

Date: January 20, 2005


UNITEDHEALTH GROUP INCORPORATED

By:		/s/ David J. Lubben
		David J. Lubben
		General Counsel & Secretary

EXHIBITS


Number		Description
99		Press Release, dated January 20, 2005, issued by UnitedHealth Group

EXCERPTS ON THIS PAGE:

8-K	Oct 16, 2008

8-K	Jul 22, 2008

8-K	Apr 22, 2008

8-K	Jan 22, 2008

8-K	Apr 18, 2006

8-K	Oct 14, 2005

8-K	Jan 20, 2005

8-K	Jan 20, 2005

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