UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________________
Form 11-K
__________________________________________________________
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| x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014
or
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| o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM _______ TO _______
Commission file number: 1-10864
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
UnitedHealth Group 401(k) Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
__________________________________________________________
UnitedHealth Group Incorporated
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UnitedHealth Group Center 9900 Bren Road East Minnetonka, Minnesota |
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__________________________________________________________
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| UNITEDHEALTH GROUP 401(k) SAVINGS PLAN | | |
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| TABLE OF CONTENTS |
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| NOTE: | All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable. |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Participants of
UnitedHealth Group 401(k) Savings Plan
Minneapolis, Minnesota
We have audited the accompanying statements of net assets available for benefits of UnitedHealth Group 401(k) Savings Plan (the “Plan”) as of December 31, 2014 and 2013, and the related statements of changes in net assets available for benefits for the year ended December 31, 2014. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2014 and 2013, and the changes in net assets available for benefits for the year ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America.
The supplemental schedules of assets (held at end of year) and delinquent participant contributions as of December 31, 2014 have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedules are the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental schedules reconcile to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedules. In forming our opinion on the supplemental schedules, we evaluated whether the supplemental schedules, including their form and content, are presented in compliance with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, such schedules are fairly stated, in all material respects, in relation to the financial statements as a whole.
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| /s/ DELOITTE & TOUCHE LLP |
Minneapolis, Minnesota
June 17, 2015
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| UNITEDHEALTH GROUP 401(k) SAVINGS PLAN | | | | |
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| STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS | | | | |
| AS OF DECEMBER 31, 2014 AND 2013 |
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| | | | | |
| | | 2014 | | 2013 |
| ASSETS: | | | | |
| Investments - at fair value: | | | | |
| Participant - directed investments | | $ | 6,832,171,481 |
| | $ | 6,129,915,077 |
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| | | | | |
| Receivables: | | | | |
| Notes receivable from participants | | 207,592,504 |
| | 185,223,182 |
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| NET ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE | | 7,039,763,985 |
| | 6,315,138,259 |
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| ADJUSTMENTS FROM FAIR VALUE TO CONTRACT VALUE OF FULLY BENEFIT RESPONSIVE INVESTMENT CONTRACTS | | (4,531,749 | ) | | (474,772 | ) |
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| NET ASSETS AVAILABLE FOR BENEFITS | | $ | 7,035,232,236 |
| | $ | 6,314,663,487 |
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See Notes to the Financial Statements.
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| UNITEDHEALTH GROUP 401(k) SAVINGS PLAN | | |
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| STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS | | |
| FOR THE YEAR ENDED DECEMBER 31, 2014 |
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| ADDITIONS: | | |
| Contributions: | | |
| Employee | | $ | 483,781,588 |
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| Employer | | 233,359,361 |
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| Rollover | | 47,970,892 |
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| Total contributions | | 765,111,841 |
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| Interest and dividends | | 38,461,352 |
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| Net appreciation in fair value of investments | | 418,639,514 |
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| Interest income on notes receivable from participants | | 8,189,599 |
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| Total additions | | 1,230,402,306 |
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| DEDUCTIONS: | | |
| Benefits paid to participants | | (531,051,551 | ) |
| Administrative expenses | | (6,175,019 | ) |
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| Total deductions | | (537,226,570 | ) |
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| INCREASE IN NET ASSETS BEFORE PLAN TRANSFERS | | 693,175,736 |
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| NET TRANSFERS INTO THE PLAN (Note 9) | | 27,393,013 |
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| INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS | | 720,568,749 |
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| NET ASSETS AVAILABLE FOR BENEFITS: | | |
| Beginning of year | | 6,314,663,487 |
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| End of year | | $ | 7,035,232,236 |
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See Notes to the Financial Statements.
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| UNITEDHEALTH GROUP 401(k) SAVINGS PLAN | |
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| NOTES TO FINANCIAL STATEMENTS | |
| AS OF DECEMBER 31, 2014 AND 2013 AND FOR THE YEAR ENDED DECEMBER 31, 2014 |
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| 1. | DESCRIPTION OF THE PLAN |
The following description of the UnitedHealth Group 401(k) Savings Plan (the “Plan”) is provided for informational purposes only. Participants should refer to the Plan document for more complete information. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.
General-The Plan was first established on July 1, 1985, as a defined contribution (profit sharing) plan under Section 401(a) of the Internal Revenue Code (the “Code”). The Plan also contains a cash or deferred arrangement as described in Section 401(k) of the Code. UnitedHealth Group Incorporated (the “Company”) is the Plan’s sponsor and administrator. Fidelity Management Trust Company (“Fidelity”), performs recordkeeping and trustee functions relating to the Plan.
Eligibility and Vesting-In general, eligible employees may make pretax and/or Roth elective deferral contributions to the Plan upon employment with a participating employer and are automatically enrolled in the Plan as soon as administratively feasible after their hire date, unless they decline to participate within a prescribed time limit. Participants become eligible for employer safe harbor matching contributions once they are credited with one year of service. Employees whose employment is governed by the terms of a collective bargaining agreement, persons who the Company classified as leased employees, and certain other classifications of employees are not eligible to participate in the Plan, with the exception of Local 1199C that collectively bargained to be eligible for the Plan in 2006, and, effective November 1, 2014, any new hires, rehires, or transfers into the United Food Commercial Workers Union Local 27.
Participant contributions and earnings thereon are 100% vested at all times. Participants become 100% vested in employer safe harbor matching contributions, and the earnings thereon upon being credited with two years of service. Employer safe harbor matching contributions, and the earnings thereon also become fully vested upon the earliest occurrence of any of the following events, while a participant is employed by a participating employer: (a) death, (b) attainment of age 65, (c) disability (as defined by the Plan), (d) partial or complete termination of or complete discontinuance of contributions to the Plan, or (e) an acceleration date (as defined by the Plan).
Contributions-Eligible employees direct the Company to make pre-tax and/or Roth contributions to the Plan on their behalf through payroll deductions. Eligible employees are automatically enrolled in the Plan as soon as administratively feasible after their hire date at an employee pre-tax contribution rate of 3% of their eligible pay, unless they decline to participate within a prescribed time limit or they elect a different pre-tax and/or Roth contribution rate. Participants who miss the deadline to decline participation will have 90 days from the first biweekly pay date in which employee pre-tax contributions are deducted from their eligible pay to request a withdrawal of any employee pre-tax contributions, including any associated earnings and losses, made to their account since that first biweekly pay date. Different enrollment rules apply to eligible employees who are acquired employees.
In general, the Plan provides for automatic employee pre-tax contribution rate increases until the participant’s pre-tax and/or Roth contribution rate reaches 6%. Participants are notified of the automatic rate increases in advance and have the opportunity to decline the automatic increase.
The Plan allows participants to contribute up to 50% of their eligible pay, subject to the Code Section 402(g) limit on participant contributions (which was $17,500 for 2014). Within certain limitations, the Company will make a safe harbor matching contribution to the Plan on a participant’s behalf on a dollar-for-dollar basis up to the first 3% of the participant’s eligible pay, and an additional 50 cents for each dollar the participant contributes to the Plan up to the next 3% of the participant’s eligible pay each pay period. The maximum matching contribution a participant may receive under this formula is 4.5% of the participant’s eligible pay each pay period. Participants must make pre-tax and/or Roth contributions to receive the employer safe harbor matching contribution. Participants become eligible for safe harbor matching contributions once they are credited with one year of service. Additional discretionary contributions may also be made by the Company; however, no discretionary contributions were made in 2014.
Participants who reach age 50 during the calendar year or who are over age 50 are allowed to make catch-up contributions to the Plan as permitted under Code Section 414(v). The Code limited participant catch-up contributions to $5,500 in 2014. A participant’s combined employee pre-tax/Roth contributions and catch-up contributions cannot exceed 80% of the participant’s eligible pay.
The Plan accepts rollover contributions of certain distributions from certain qualified plans. Rollover contributions are assets formerly held in an employee benefit plan of a prior employer, qualified under Section 401(a) of the Code, which a participant elects to be transferred into the Plan and were transferred into the Plan during the current year.
Participant Accounts-Individual accounts are maintained for each Plan participant. Each participant’s account is credited with the participant’s contributions and an allocation of (a) the Company’s contributions and (b) plan earnings (losses). Allocations are based on participant contributions, earnings (losses) on the participant’s account, or the participant’s account balance, as described in the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Investment Options-Subject to the investment rules or limitations applicable to the Plan, eligible participants may direct the trustee to invest their contributions and the Company’s contributions in any one or a combination of several funds.
The Plan has various investment options to which participants can elect to allocate their contributions, including a self-managed brokerage account option.
Dividend Payout-Effective March 1, 2012, the Plan was amended to include the UnitedHealth Group Stock Fund (the “Stock Fund”) Dividend Payout Feature. This feature allows participants invested in the Stock Fund to elect whether dividends payable on Company stock held in the Stock Fund are distributed to participants in cash or reinvested in Company stock within the Stock Fund. The total dividends on the Company stock in the Stock Fund were $2,842,137 for the year ended December 31, 2014. The amount participants elected to be distributed in cash was insignificant.
Distributions-A participant’s vested account generally becomes distributable upon the earliest occurrence of any of the following events (an “Event of Maturity”): (a) death, (b) voluntary or involuntary separation from service, or (c) disability (as defined by the Plan).
Distributions occur on a daily basis upon the submission of an application for distribution from the participant. If no such application is submitted, distribution is made in a cash lump-sum payment no later than the following dates: (a) April 1 following the first calendar year in which the participant has both attained age 70-1/2 and terminated employment (for distribution to a participant), and
(b) December 31 of the calendar year in which the first anniversary of the participant’s death occurs (for distribution to a beneficiary). However, following an Event of Maturity, a participant’s account, if valued at less than $1,000, is distributed in cash under the involuntary cash-out rules as a direct distribution to the participant or as a rollover into an Individual Retirement Account or another employer-sponsored plan (whichever the participant elects).
Notes Receivable from Participants-While employed with the Company, a participant may obtain a loan in an amount that does not exceed (when added to the outstanding balance of any other loan from the Plan) the lesser of one-half of the participant’s vested account balance, as defined, or $50,000 less their highest outstanding loan balance during the 12-month period that ends on the day before the new loan is issued. Other limitations may apply if the participant has a loan from a plan of an acquired company. The minimum loan amount that a participant can borrow is $1,000. The loan bears interest at the prime rate of interest, plus 1% (at the time the participant takes the loan and will remain in effect for the duration of the loan) and is payable over a period not to exceed five years; except that a loan that is used by the participant to acquire a principal residence may, if the loan originated prior to April 1, 2001, be repaid over a period not to exceed 30 years, and if the loan originated on or after April 1, 2001, be repaid over a period not to exceed 10 years. As of December 31, 2014 and 2013, the interest rate on loans outstanding varied from 3.25% to 10.25%, and 3.25% to 10.50%, respectively.
Unallocated Accounts-The Plan has certain unallocated amounts that relate to items such as lost distributees, lost participants, uncashed checks, and participant forfeitures. The nonvested portion of a participant’s account is forfeited as of the earlier of the distribution of the participant’s vested account or the occurrence of a five-year period of break in service. Forfeitures may be used to make restorations for rehired participants (if rehired by the Company or certain of its affiliates within five years of an initial Event of Maturity), to restore forfeited account balances, to reduce Company contributions, to pay Plan expenses, or to correct errors, omissions, and exclusions. Total unallocated amounts used to reduce Company contributions for the year ended December 31, 2014 were approximately $3,500,000. As of December 31, 2014, the unallocated accounts ending balance was $778,655.
Plan Amendment or Termination-Although it has not expressed any intention to do so, the Company has the right to discontinue contributions or to amend or terminate the Plan at any time. In the event of the Plan’s termination, participants’ accounts would become 100% vested and the Company could direct either the current distribution of the assets or the continuation of the trust, in which case distribution of the benefits would occur in accordance with the terms of the Plan.
Nonexempt Party-in-Interest Transaction- ERISA Section 406 prohibits the use of plan assets by, or transfer of plan assets to, a party in interest (such as an employer whose employees are covered by the plan). The Company remitted certain participant contributions to the custodian later than required by DOL Regulation 2510.3-102. The Company has filed Form 5330 with the IRS and paid the required excise tax on the transactions. In addition, participant accounts have been credited with the amount of investment income that would have been earned had the participant contributions been remitted on a timely basis as required by the DOL guidelines.
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| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Accounting-The Plan’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Use of Estimates-The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates.
Risks and Uncertainties-The Plan provides for investment in a variety of investment funds. Investments, in general, are exposed to various risks, such as interest rate risk, credit risk, and overall market volatility. Due to
the level of risk associated with certain investments, it is reasonably possible that changes in the values of the investments will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
Investments-During the year ended December 31, 2014, the Plan’s investments (including investments bought, sold, and held during the year) appreciated in value by $418,639,514 as follows:
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| Common collective trust | | $ | 177,081,993 |
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| Net appreciation in fair value of investments at estimated fair value | | 177,081,993 |
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| | | |
| Common stock | | 104,607,007 |
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| Mutual funds | | 118,048,882 |
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| Fixed-income securities | | 18,901,632 |
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| Net appreciation in fair value of investments as determined by quoted market prices | | 241,557,521 |
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| Net appreciation | | $ | 418,639,514 |
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The fair market values of individual investments that represent 5% or more of the Plan’s net assets as of December 31, 2014 and 2013, were as follows:
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| | | 2014 | | 2013 |
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| Vanguard Institutional Index Fund | | $ | 784,546,111 |
| | $ | 671,837,567 |
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| Wellington Mid-Cap Opportunities Fund | | 471,993,001 |
| | 435,963,655 |
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| Wells Fargo DJ Target 2035 N | | 454,511,488 |
| | 388,713,094 |
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| Wells Fargo DJ Target 2030 N | | 441,722,276 |
| | 375,523,264 |
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| Wells Fargo DJ Target 2025 N | | 402,968,465 |
| | 346,293,264 |
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| American Europacific Growth Fund | | 401,143,122 |
| | 421,687,902 |
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| Vanguard Mid-Cap Index Fund Plus | | 382,096,487 |
| | 322,523,152 |
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| Wells Fargo DJ Target 2040 N | | 370,165,389 |
| | * |
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| * Investment represents less than 5% of the Plan's net assets in the year indicated. |
Investment Valuation and Income Recognition-The Plan’s investments are stated at fair value. Fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Shares of mutual funds are valued at quoted market prices, which represent the net asset value (“NAV”) of shares held by the Plan at year-end. Common stock is valued at quoted market prices. Cash and cash equivalents are highly liquid investments that have an original maturity of three months or less. The fair value of cash and cash equivalents approximates their carrying value because of the short maturity of the instruments. The estimated fair values of debt securities are based on quoted market prices and/or other market data for the same or comparable instruments and transactions in establishing the prices. The units of the common/collective investment trust funds and pooled separate account are stated at fair value as determined by the issuer based on the fair market value of the underlying investments. The fair value of the Synthetic Guaranteed Investment Contracts (“Synthetic GIC”) is determined based on the components of the Synthetic GIC. The Synthetic GIC is comprised of underlying investments in fixed income securities, pooled separate accounts, and wrapper contracts issued by banks and insurance companies in which the issuer guarantees a specified interest rate. The fair value of the
wrapper contracts is calculated by discounting the related cash flows of the rebid wrapper contract fees based on current yields of similar instruments with comparable durations. The underlying investments are valued at fair market value using quoted market prices or other market data.
In accordance with GAAP, the statements of net assets available for benefits present an investment contract at fair value, as well as an additional line item showing an adjustment of the fully benefit‑responsive contract from fair value to contract value. The statement of changes in net assets available for benefits is presented on a contract-value basis.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Unrealized gains and losses are recorded in the period in which they occur.
Administrative Expenses-Administrative expenses of the Plan are paid by both the Plan and the Company. Recordkeeping fees are paid by the participants quarterly based on the number of participants. The Company pays fees related to trust and investment services, conversion planning and mergers, Form 5500 preparation, discrimination testing, qualified domestic relations order services, employee education, statement mailings, postage, enrollment kits, annual financial statement audit, and address searches.
Payment of Benefits-Benefit payments to participants are recorded upon distribution.
New Accounting Standards- In May 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-07, Fair Value Measurement, which removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendment also removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using net asset value per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. This requirement is effective for fiscal years beginning after December 15, 2015. The Plan is currently evaluating the impact of the amendment.
The Plan has determined that there have been no other recently adopted or issued accounting standards that had, or will have, a material impact on the financial statements.
GAAP established a single authoritative definition of fair value, set a framework for measuring fair value, and requires additional disclosures about fair value measurements. The Plan classifies its investments into Level 1, which refers to securities valued using quoted prices from active markets for identical assets; Level 2, which refers to securities not traded on an active market but for which observable market inputs are readily available; and Level 3, which refers to securities valued based on significant unobservable inputs. Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
The following tables set forth by level within the fair value hierarchy a summary of the Plan’s assets measured at fair value on a recurring basis at December 31, 2014 and 2013.
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| | | Fair Value Measurements at December 31, 2014 |
| | | Quoted Prices in Active Markets (Level 1) | | Other Observable Inputs (Level 2) | | Total Fair Value |
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| Cash and cash equivalents | | $ | 53,713,507 |
| | $ | — |
| | $ | 53,713,507 |
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| Fixed-income securities: | | | | | | |
| U.S. government and agencies | | 35,758,265 |
| | 108,246,975 |
| | 144,005,240 |
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| Corporate | | — |
| | 163,009,355 |
| | 163,009,355 |
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| Other | | — |
| | 16,255,154 |
| | 16,255,154 |
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| | | | | | | |
| Total fixed-income securities | | 35,758,265 |
| | 287,511,484 |
| | 323,269,749 |
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| Mutual funds: | | | | | | |
| Large-cap funds | | 792,497,543 |
| | — |
| | 792,497,543 |
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| Mid-cap funds | | 384,956,608 |
| | — |
| | 384,956,608 |
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| Small-cap funds | | 337,632,972 |
| | — |
| | 337,632,972 |
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| Other fixed income | | 6,683,978 |
| | — |
| | 6,683,978 |
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| Balanced funds | | 1,971,464 |
| | — |
| | 1,971,464 |
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| International large-cap funds | | 469,607,035 |
| | — |
| | 469,607,035 |
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| Short-term funds | | 792,054 |
| | — |
| | 792,054 |
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| Equity funds | | 4,884,384 |
| | — |
| | 4,884,384 |
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| | | | | | | |
| Total mutual funds | | 1,999,026,038 |
| | — |
| | 1,999,026,038 |
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| | | | | | | |
| Common stock: | | | | | | |
| UnitedHealth Group Inc. | | 203,007,624 |
| | — |
| | 203,007,624 |
|
| Other | | 606,374,060 |
| | — |
| | 606,374,060 |
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| | | | | | | |
| Total common stock | | 809,381,684 |
| | — |
| | 809,381,684 |
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| | | | | | | |
| Preferred stock | | 549,532 |
| | — |
| | 549,532 |
|
| Common/collective trusts | | — |
| | 3,514,650,653 |
| | 3,514,650,653 |
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| Pooled separate accounts | | — |
| | 131,493,377 |
| | 131,493,377 |
|
| GIC wrappers | | — |
| | 86,941 |
| | 86,941 |
|
| | | | | | | |
| Total | | $ | 2,898,429,026 |
| | $ | 3,933,742,455 |
| | $ | 6,832,171,481 |
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| | | | | | | | | | | | |
| | | Fair Value Measurements at December 31, 2013 |
| | | Quoted Prices in Active Markets (Level 1) | | Other Observable Inputs (Level 2) | | Total Fair Value |
| | | | | | | |
| Cash and cash equivalents | | $ | 48,269,550 |
| | $ | — |
| | $ | 48,269,550 |
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| | | | | | | |
| Fixed-income securities: | | | | | | |
| U.S. government and agencies | | 16,147,972 |
| | 110,997,400 |
| | 127,145,372 |
|
| Corporate | | — |
| | 149,190,718 |
| | 149,190,718 |
|
| Other | | — |
| | 19,834,740 |
| | 19,834,740 |
|
| | | | | | | |
| Total fixed-income securities | | 16,147,972 |
| | 280,022,858 |
| | 296,170,830 |
|
| | | | | | | |
| Mutual funds: | | | | | | |
| Large-cap funds | | 677,855,133 |
| | — |
| | 677,855,133 |
|
| Mid-cap funds | | 324,847,889 |
| | — |
| | 324,847,889 |
|
| Small-cap funds | | 316,084,113 |
| | — |
| | 316,084,113 |
|
| Other fixed income | | 5,095,554 |
| | — |
| | 5,095,554 |
|
| Balanced funds | | 1,170,736 |
| | — |
| | 1,170,736 |
|
| International large-cap funds | | 483,952,219 |
| | — |
| | 483,952,219 |
|
| Short-term funds | | 563,137 |
| | — |
| | 563,137 |
|
| Equity funds | | 3,474,796 |
| | — |
| | 3,474,796 |
|
| | | | | | | |
| Total mutual funds | | 1,813,043,577 |
| | — |
| | 1,813,043,577 |
|
| | | | | | | |
| Common stock: | | | | | | |
| UnitedHealth Group Inc. | | 163,357,401 |
| | — |
| | 163,357,401 |
|
| Other | | 577,163,010 |
| | — |
| | 577,163,010 |
|
| | | | | | | |
| Total common stock | | 740,520,411 |
| | — |
| | 740,520,411 |
|
| | | | | | | |
| Preferred stock | | 310,792 |
| | — |
| | 310,792 |
|
| Common/collective trusts | | — |
| | 3,096,831,861 |
| | 3,096,831,861 |
|
| Pooled separate accounts | | — |
| | 134,689,743 |
| | 134,689,743 |
|
| GIC wrappers | | — |
| | 78,313 |
| | 78,313 |
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| | | | | | | |
| Total | | $ | 2,618,292,302 |
| | $ | 3,511,622,775 |
| | $ | 6,129,915,077 |
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For the year ended December 31, 2014, there were no significant transfers in or out of Levels 1, 2, or 3.
Except for the Common/collective trust and Synthetic GIC (see Note 6), the Plan’s investments do not have redemption or other restrictions.
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| 4. | FEDERAL INCOME TAX STATUS |
The Internal Revenue Service (“IRS”) has determined and informed the Company by a letter dated September 8, 2014, that the Plan is designed and operating in accordance with applicable Code qualification requirements and the Plan is tax exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon
examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2014, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2011.
| |
| 5. | RECONCILIATION TO THE FORM 5500 |
Reconciliation of net assets available for benefits per the financial statements to the Form 5500 as of December 31, 2014 and 2013, is as follows: |
| | | | | | | | |
| | | 2014 | | 2013 |
| | | | | |
| Net assets available for benefits per the financial statements | | $ | 7,035,232,236 |
| | $ | 6,314,663,487 |
|
| Deemed distributions of participant loans | | (1,298,708 | ) | | (927,594 | ) |
| Fair market value adjustment of investment contracts | | 4,531,749 |
| | 474,772 |
|
| | | | | |
| Net assets available for benefits per the Form 5500 | | $ | 7,038,465,277 |
| | $ | 6,314,210,665 |
|
A reconciliation of the increase in net assets available for benefits per the financial statements to the net income per the Form 5500 for the year ended December 31, 2014 is as follows: |
| | | | |
| Increase in net assets per the financial statements | | $ | 720,568,749 |
|
| Deemed distributions activity | | (371,114 | ) |
| Fair market value adjustment of investment contracts | | 4,056,977 |
|
| | | |
| Net income per the Form 5500 | | $ | 724,254,612 |
|
| |
| 6. | NET ASSET VALUE PER SHARE |
A summary of the Plan’s investments with a reported NAV as of December 31, 2014 and 2013, is set forth as follows: |
| | | | | | | | | | | | | | |
| Investment | | Fair Value (1) | | Unfunded Commitment | | Redemption Frequency | | Other Redemption Restrictions (2) | | Redemption Notice Period |
| | | | | | | | | | | |
| December 31, 2014 | | | | | | | | | | |
| | | | | | | | | | | |
Common/collective trust (3) | | $ | 3,514,650,653 |
| | $ | — |
| | Immediate | | Various | | Various |
| | | | | | | | | | | |
| | | | | | | | | | | |
| December 31, 2013 | | | | | | | | | | |
| | | | | | | | | | | |
| Common/collective trust (3) | | $ | 3,096,831,861 |
| | $ | — |
| | Immediate | | Various | | Various |
| |
| (1) | The fair values of the investments are based on the fair values of the underlying investments in the funds. |
| |
| (2) | Certain events may cause funds held in the common/collective trust to be deferred, including, but not limited to, the following: |
| |
| (i) | Closing or disruption of the financial markets or exchanges in which a transaction is unable to be settled prudently. |
| |
| (ii) | An emergency situation in which the disposition of assets would be seriously prejudicial to Plan participants. |
| |
| (iii) | Breakdown in the means of communication normally employed to determine fair market value of an investment. |
| |
| (iv) | Investments cannot be effected at normal rates of exchange. |
None of these events occurred in 2014 or 2013.
| |
| (3) | The funds in the common/collective trusts employ a variety of investment strategies, including, but not limited to, long‑term capital growth, short-term growth and income. |
| |
| (4) | Effective March 24, 2014, the Fidelity BrokerageLink investment option was deemed a competing fund of the UHG Stable Value Fund. As a result, certain restrictions have been imposed to satisfy requirements of the insurance companies, banks, and financial institutions who have issued investment contracts to the UHG Stable Value Fund, including, but not limited to the following: |
| |
| (i) | A participant may not make a direct exchange from the UHG Stable Value Fund into the Fidelity BrokerageLink. |
| |
| (ii) | The participant must first exchange from the UHG Stable Value Fund to one of the Plan’s other investment options for at least 90 days before exchanging to the Fidelity BrokerageLink. |
| |
| (iii) | If the participant exchanges from the Fidelity BrokerageLink to the UHG Stable Value Fund, they must first exchange to the Wells Fargo DJ Target Date Today N, before exchanging to the UHG Stable Value Fund. |
| |
| 7. | EXEMPT PARTY-IN-INTEREST TRANSACTIONS |
Pyramis Global Advisors Trust Company (“Pyramis”) and Galliard Capital Management (“Galliard”) provide investment management services. Pyramis is affiliated with Fidelity. Galliard is affiliated with Wells Fargo Bank N.A., a plan custodian. These transactions are exempt party-in-interest transactions. For the year ended December 31, 2014, the Plan paid $2,147,615 and $609,827 in fees related to investment management services provided by Pyramis and Galliard, respectively, which were included as a reduction of the return earned on each fund. The investment of the Plan in the Company’s common stock is considered a party-in-interest transaction. At December 31, 2014, the Plan held 2,008,187 shares of common stock of the Company with a cost basis of $65,556,137. At December 31, 2013, the Plan held 2,169,421 shares of common stock of the Company with a cost basis of $70,717,575.
The Plan provides a self-managed stable value investment option fund (the “Stable Value Fund”) to participants that includes Synthetic GICs, which simulate the performance of a GIC through an issuer’s guarantee of a specific interest rate and a portfolio of financial instruments that are owned by the Plan. Effective July 31, 2014, Monumental Life Insurance Company name was changed to Transamerica Premier Life Insurance Company. In 2013, the Plan terminated all prior wrapper contracts, and entered into new wrapper contracts with Monumental Life Insurance Company, Pacific Life Insurance Company, Prudential Life Insurance Company, New York Life Insurance Company, and Metropolitan Life Insurance Company. Contributions are maintained in a pooled account and are credited with earnings based on the contract crediting rates. The crediting interest rate is based on an agreed‑upon formula with the issuers of the contracts. The rates are generally reset quarterly according to each wrapper contract and are tied to the performance and duration of the wrapper contracts. Most agreements use a formula that is based on the characteristics of the underlying investments. Generally, the wrapper contracts amortize the gains and losses of the fixed income common collective trust funds and pooled separate accounts over the duration of the portfolios through the crediting rate of the wrapper contracts.
Plan management believes no reserves are necessary against contract value for credit risk of the contract issuer or otherwise as of December 31, 2014 and 2013. Both the average yield of the contracts and the average yield credited to the participants during 2014 and 2013 were 1.47% and 1.36%, respectively. The crediting interest rate for the contracts at December 31, 2014 and 2013 was 1.47% and 1.36%, respectively.
The Stable Value Fund is charged for withdrawals and administrative expenses. The wrapper contracts are included in the financial statements at fair value and then adjusted to contract value. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value (which represents contributions made under the contracts, plus earnings, less withdrawals and administrative expenses) because they are fully benefit responsive.
The contract value and fair value of the contracts as of December 31, 2014, were as follows: |
| | | | | | | | | | | | | | | | |
| | | Underlying Investments at Fair Value | | Wrapper Contracts at Fair Value | | Total Investments at Fair Value | | Total Investments at Contract Value |
| | | | | | | | | |
| Transamerica Premier Life Insurance Company | | $ | 94,078,757 |
| | $ | 51,977 |
| | $ | 94,130,734 |
| | $ | 93,178,762 |
|
| Pacific Life Insurance Company | | 100,549,027 |
| | — |
| | 100,549,027 |
| | 100,151,988 |
|
| Prudential Life Insurance Company | | 115,581,759 |
| | — |
| | 115,581,759 |
| | 114,219,500 |
|
| New York Life Insurance Company | | 61,654,951 |
| | — |
| | 61,654,951 |
| | 61,188,917 |
|
| Metropolitan Life Insurance Company | | 131,493,377 |
| | 34,964 |
| | 131,528,341 |
| | 130,173,896 |
|
| | | | | | | | | |
| Total | | $ | 503,357,871 |
| | $ | 86,941 |
| | $ | 503,444,812 |
| | $ | 498,913,063 |
|
The contract value and fair value of the contracts as of December 31, 2013, were as follows: |
| | | | | | | | | | | | | | | | |
| | | Underlying Investments at Fair Value | | Wrapper Contracts at Fair Value | | Total Investments at Fair Value | | Total Investments at Contract Value |
| | | | | | | | | |
| Monumental Life Insurance Company | | $ | 140,852,870 |
| | $ | 78,313 |
| | $ | 140,931,183 |
| | $ | 141,114,552 |
|
| Pacific Life Insurance Company | | 49,518,200 |
| | — |
| | 49,518,200 |
| | 49,512,879 |
|
| Prudential Life Insurance Company | | 112,515,437 |
| | — |
| | 112,515,437 |
| | 112,736,726 |
|
| New York Life Insurance Company | | 60,567,819 |
| | — |
| | 60,567,819 |
| | 60,274,482 |
|
| Metropolitan Life Insurance Company | | 134,689,743 |
| | — |
| | 134,689,743 |
| | 134,108,971 |
|
| | | | | | | | | |
| Total | | $ | 498,144,069 |
| | $ | 78,313 |
| | $ | 498,222,382 |
| | $ | 497,747,610 |
|
During 2014, the XLHealth Corporation 401(k) P/S Plan, INSPIRIS of Tennessee Medical Services, P.C. 401(k) Plan, FrontierMEDEX, Inc. 401(k) Plan, and Executive Health Resources, Inc. 401(k) Profit Sharing Plan merged into the Plan.
For the year ended December 31, 2014, subsequent events were evaluated through the filing date of the Form 11-K.
There are no events subsequent to December 31, 2014 that require adjustment or disclosure.
******
SUPPLEMENTAL SCHEDULES FURNISHED PURSUANT
TO THE REQUIREMENTS OF FORM 5500
|
| | | | | | | |
| UNITEDHEALTH GROUP 401(k) SAVINGS PLAN | | | | |
| (EIN 41-1321939, Plan #001) | | | | |
| | | | | |
| FORM 5500, SCHEDULE H, Part IV, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR) |
| AS OF DECEMBER 31, 2014 |
| | | | | |
| | | | | Current Value |
| COMMON/COLLECTIVE TRUST FUNDS: | | | | |
| Wellington Mid-Cap Opportunities Fund | | | | $ | 471,993,001 |
|
| Wells Fargo DJ Target 2035 N* | | | | 454,511,488 |
|
| Wells Fargo DJ Target 2030 N* | | | | 441,722,276 |
|
| Wells Fargo DJ Target 2025 N* | | | | 402,968,465 |
|
| Wells Fargo DJ Target 2040 N* | | | | 370,165,389 |
|
| Wells Fargo DJ Target 2020 N* | | | | 292,890,399 |
|
| Wells Fargo DJ Target 2045 N* | | | | 263,791,271 |
|
| Wells Fargo Fixed Income Fund F* | | | | 184,929,405 |
|
| Wells Fargo DJ Target 2015 N* | | | | 139,619,476 |
|
| Wells Fargo DJ Target 2050 N* | | | | 136,337,777 |
|
| Wells Fargo Fixed Income Fund L* | | | | 66,708,622 |
|
| Wells Fargo Fixed Income Fund Q* | | | | 61,654,951 |
|
| Wells Fargo Fixed Income Fund N* | | | | 58,571,516 |
|
| SSgA Bond Index Non-Lending Series Fund | | | | 35,414,296 |
|
| Wells Fargo Short Term Investment Fund* | | | | 34,327,413 |
|
| Wells Fargo DJ Target 2010 N* | | | | 32,523,047 |
|
| Wells Fargo DJ Target 2055 N* | | | | 21,712,231 |
|
| SSgA Global Equity Ex-US Index Fund | | | | 18,644,559 |
|
| Northern Trust Treasury Inflation | | | | 15,519,878 |
|
| Wells Fargo DJ Target Today N* | | | | 10,645,193 |
|
| | | | | |
| Total common/collective trust funds | | | | 3,514,650,653 |
|
| | | | | |
| MUTUAL FUNDS: | | | | |
| Vanguard Institutional Index Fund | | | | 784,546,111 |
|
| American Europacific Growth Fund | | | | 401,143,122 |
|
| Vanguard Mid-Cap Index Fund Plus | | | | 382,096,487 |
|
| Vanguard Small-Cap Index Fund Plus | | | | 335,837,527 |
|
| Aberdeen Emerging Markets Fund | | | | 34,332,583 |
|
| PIMCO All Asset Fund Class | | | | 28,548,493 |
|
| Vanguard Prime Money Market Institutional | | | | 3,300 |
|
| | | | | |
| Total mutual funds | | | | 1,966,507,623 |
|
| | | | | |
| POOLED SEPARATE ACCOUNTS: | | | | |
| MetLife Separate Account #695 | | | | 66,346,462 |
|
| MetLife Separate Account #690 | | | | 65,146,915 |
|
| | | | | |
| Total pooled separate accounts | | | | 131,493,377 |
|
| | | | | |
| SYNTHETIC INVESTMENT CONTRACTS—Wrapper at fair value: | | Rate | | |
| Transamerica Premier Life Insurance Company | | 1.65 | % | | 51,977 |
|
| Metropolitan Life Insurance Company | | 1.63 | % | | 34,964 |
|
| | | | | |
| Total wrappers | | | | 86,941 |
|
| | | | | (Continued) |
|
| | | | |
| | | Current Value |
| COMMON STOCK: | | |
| UnitedHealth Group* | | $ | 203,007,624 |
|
| Apple Inc | | 11,833,178 |
|
| Johnson & Johnson | | 9,649,301 |
|
| Microsoft Corp | | 7,535,305 |
|
| Multi Color Co. | | 7,043,993 |
|
| Lowes Cos Inc | | 6,844,362 |
|
| Wells Fargo & Co* | | 6,645,280 |
|
| United Technologies Corp | | 6,429,535 |
|
| Bank Of America Corporation | | 6,216,310 |
|
| Ashland Inc | | 5,741,294 |
|
| World Fuel Services Corp | | 5,683,692 |
|
| Facebook Inc A | | 5,567,507 |
|
| Google Inc Cl C | | 5,448,766 |
|
| Nasdaq Omx Group | | 5,383,030 |
|
| Procter & Gamble Co | | 5,369,756 |
|
| Citigroup Inc | | 5,330,106 |
|
| Cubist Pharmaceuticals Inc | | 5,288,151 |
|
| Amsurg Corp | | 5,193,877 |
|
| Coca Cola Co | | 5,103,469 |
|
| Morgan Stanley | | 5,067,396 |
|
| Visa Inc Cl A | | 4,923,854 |
|
| Occidental Petroleum Corp | | 4,776,707 |
|
| Avago Technologies Ltd | | 4,705,198 |
|
| Honeywell Intl Inc | | 4,636,088 |
|
| Jarden Corp | | 4,571,582 |
|
| Nxp Semiconductors Nv | | 4,515,240 |
|
| Cdw Corporation | | 4,501,057 |
|
| Exxon Mobil Corp | | 4,499,079 |
|
| Reinsurance Group Of America | | 4,490,525 |
|
| Bristol-Myers Squibb Co | | 4,439,410 |
|
| Vantiv Inc | | 4,357,363 |
|
| Twenty First Century Fox Inc-A | | 4,266,949 |
|
| Amc Networks Inc Cl A | | 4,189,051 |
|
| Chevron Corp | | 4,154,811 |
|
| Starbucks Corp | | 4,032,101 |
|
| Biogen ldec Inc | | 3,987,859 |
|
| Cvs Health Corp | | 3,986,849 |
|
| Paccar Inc | | 3,965,119 |
|
| Dun & Bradstreet Corp Del New | | 3,921,160 |
|
| | | |
| | | (Continued) |
|
| | | | |
| | | Current Value |
| COMMON STOCK (Continued): | | |
| Hanger Inc | | $ | 3,824,616 |
|
| Philip Morris Intl Inc | | 3,804,692 |
|
| Jazz Pharma Plc | | 3,700,298 |
|
| Adobe Systems Inc | | 3,664,662 |
|
| Emerson Electric Co | | 3,662,688 |
|
| Time Warner Inc | | 3,644,188 |
|
| Genpact Ltd | | 3,532,338 |
|
| Celgene Corp | | 3,405,130 |
|
| Comcast Corp Cl A | | 3,369,569 |
|
| Verizon Communications Inc | | 3,350,524 |
|
| Wesco International Inc | | 3,293,034 |
|
| Accenture Plc Cl A | | 3,268,657 |
|
| Dupont (Ei) De Nemours & Co | | 3,207,739 |
|
| Service Corp International Inc | | 3,152,349 |
|
| Total Sys Svcs Inc | | 3,119,226 |
|
| Lam Research Corp | | 3,092,356 |
|
| Eaton Corp Plc | | 3,078,792 |
|
| Ptc Inc | | 3,075,668 |
|
| Mckesson Corp | | 3,057,238 |
|
| Union Pacific Corp | | 2,956,330 |
|
| Salix Pharmaceuticals Ltd | | 2,944,763 |
|
| Air Methods Corp | | 2,888,368 |
|
| Alcoa Inc | | 2,864,653 |
|
| Abbott Laboratories | | 2,835,450 |
|
| Exlservice Holdings Inc | | 2,819,896 |
|
| Fluor Corp | | 2,790,981 |
|
| Tjx Companies Inc New | | 2,736,273 |
|
| Cognizant Tech Solutions Cl A | | 2,727,103 |
|
| Qualcomm Inc | | 2,689,705 |
|
| Metlife Inc | | 2,664,473 |
|
| Cadence Design Systems Inc | | 2,662,250 |
|
| Investors Bancorp Inc New | | 2,653,062 |
|
| Genesee & Wyoming Inc Cl A | | 2,648,144 |
|
| United Continental Hldgs Inc | | 2,621,954 |
|
| Ingram Micro Inc Cl A | | 2,598,989 |
|
| Wns Hldgs Ltd Sp Adr | | 2,584,566 |
|
| Mondelez International Inc | | 2,574,716 |
|
| Global Payments Inc | | 2,570,443 |
|
| Mosaic Co New | | 2,561,650 |
|
| Merck & Co Inc New | | 2,555,323 |
|
| Humana Inc | | 2,515,105 |
|
| Monolithic Power Sys Inc | | 2,504,906 |
|
| Nextera Energy | | 2,492,182 |
|
| Hanmi Financial Corporation | | 2,489,044 |
|
| Cirrus Logic Inc | | 2,488,992 |
|
| Manpowergroup Inc | | 2,454,802 |
|
| Darling Ingredients Inc | | 2,375,146 |
|
| Firstmerit Corp | | 2,370,506 |
|
| Schwab Charles Corp | | 2,337,763 |
|
| Ace Ltd | | 2,309,203 |
|
| | | (Continued) |
|
| | | | |
| | | Current Value |
| COMMON STOCK (Continued): | | |
| Hilltop Hldgs I | | $ | 2,258,141 |
|
| General Motors Co | | 2,247,750 |
|
| Costco Wholesale Corp | | 2,206,622 |
|
| State Street Corp | | 2,200,983 |
|
| Rovi Corporation | | 2,185,131 |
|
| American International Group | | 2,172,684 |
|
| Haemonetics Corp Mass | | 2,143,043 |
|
| Virtus Investment Partner | | 2,119,191 |
|
| Boston Scientific Corp | | 2,117,801 |
|
| Invesco Ltd | | 2,111,791 |
|
| Tcf Financial Corporation | | 2,107,967 |
|
| Priceline Group Inc | | 2,105,968 |
|
| Gnc Holdings Inc - Cl A | | 2,085,024 |
|
| Prologis Inc Reit | | 2,055,844 |
|
| Dominion Resources Inc Va | | 2,042,464 |
|
| Evertec Inc | | 2,024,895 |
|
| Fxcm Inc Class A | | 2,018,723 |
|
| Tupperware Brands Corp | | 2,016,000 |
|
| Heartland Payment Systems In | | 2,002,624 |
|
| Halliburton Co | | 1,987,817 |
|
| Alexion Pharmaceuticals Inc | | 1,975,935 |
|
| Mentor Graphics Corp | | 1,900,026 |
|
| Dish Network Corp A | | 1,867,004 |
|
| Raymond James Financial Inc | | 1,813,801 |
|
| Redwood Trust Inc Reit | | 1,774,970 |
|
| Compass Minerals Intl Inc | | 1,762,649 |
|
| Vertex Pharmaceuticals Inc | | 1,743,509 |
|
| Ralph Lauren Corp | | 1,736,431 |
|
| L 3 Communications Hldgs Inc | | 1,733,747 |
|
| Simon Ppty Group Inc - Reit | | 1,730,591 |
|
| Crown Holdings Inc | | 1,719,504 |
|
| Rock Tenn Company Cl A | | 1,717,197 |
|
| Everbank Financial Corp | | 1,705,699 |
|
| Virtusa Corp | | 1,703,053 |
|
| Harman Intl Ind Inc New | | 1,698,717 |
|
| Marathon Oil Corp | | 1,695,363 |
|
| Bb&T Corp | | 1,658,542 |
|
| Broadcom Corp Cl A | | 1,646,843 |
|
| Kla Tencor Corp | | 1,640,566 |
|
| Gildan Activewear Inc (Us) | | 1,611,675 |
|
| First Citizen Bancshares Inc A | | 1,600,161 |
|
| Avery Dennison Corp | | 1,589,603 |
|
| Helen Of Troy Ltd | | 1,587,464 |
|
| Constellation Brands Inc Cl A | | 1,578,475 |
|
| Centerpoint Energy Inc | | 1,573,887 |
|
| Citrix Systems Inc | | 1,561,314 |
|
| Ebix Inc | | 1,532,872 |
|
| Schlumberger Ltd | | 1,491,002 |
|
| Constellation Software Inc | | 1,486,659 |
|
| Dollar Tree Inc | | 1,476,009 |
|
| | | (Continued) |
|
| | | | |
| | | Current Value |
| COMMON STOCK (Continued): | | |
| Newlink Genetics Corp | | $ | 932,535 |
|
| Furmanite Corp | | 931,925 |
|
| Intercontinental Exchange Inc | | 931,105 |
|
| Sabra Healthcare Reit Inc | | 926,285 |
|
| Lululemon Athletica Inc | | 925,277 |
|
| Vitamin Shoppe Inc | | 923,992 |
|
| Neurocrine Biosciences Inc | | 920,185 |
|
| Cavium Inc | | 918,645 |
|
| Aramark | | 915,810 |
|
| Tiffany & Co | | 911,409 |
|
| Nisource Inc | | 904,437 |
|
| Ezcorp Inc Cl A Non Vtg | | 881,838 |
|
| Dr Horton Inc | | 878,954 |
|
| Waterstone Financial Inc | | 875,001 |
|
| Team Inc | | 860,989 |
|
| Providence Service Corp | | 858,891 |
|
| Cbiz Inc | | 858,131 |
|
| Spx Corp | | 854,732 |
|
| Cempra Inc | | 852,473 |
|
| Steris Corporation | | 849,535 |
|
| Fairpoint Communications Inc | | 842,369 |
|
| Willis Group Holdings Plc | | 834,541 |
|
| Pvh Corp | | 831,311 |
|
| Starz - A | | 822,690 |
|
| East West Bancorp Inc | | 821,000 |
|
| Covidien Plc | | 819,058 |
|
| Estee Lauder Cos Inc Cl A | | 813,968 |
|
| Anadarko Petroleum Corp | | 810,233 |
|
| Solarwinds Inc | | 782,331 |
|
| Phillips 66 | | 779,379 |
|
| Unisys Corp New | | 777,977 |
|
| Csx Corp | | 756,627 |
|
| Time Warner Cable | | 754,370 |
|
| Eaton Vance Corp Non Vtg | | 737,968 |
|
| Stancorp Finl Group Inc | | 728,640 |
|
| Endo International Plc | | 721,921 |
|
| Carriage Services Inc | | 713,976 |
|
| Brunswick Corp | | 691,497 |
|
| Innerworkings Inc | | 681,391 |
|
| Eqt Corporation | | 674,941 |
|
| Pdf Solutions Inc | | 668,997 |
|
| Teleflex Inc | | 648,733 |
|
| Coca Cola Bottling Co Consolid | | 639,890 |
|
| Freescale Semiconductor Ltd | | 639,379 |
|
| Celldex Therapeutics Inc | | 624,515 |
|
| Vwr Corp | | 622,044 |
|
| Luxfer Hldgs Plc Spons Adr | | 612,906 |
|
| Applied Industrial Tech Inc | | 599,053 |
|
| Sunopta Inc | | 593,685 |
|
| E Trade Financial Corp | | 592,792 |
|
| | | (Continued) |
|
| | | | |
| | | Current Value |
| COMMON STOCK (Continued): | | |
| Genesco Inc | | $ | 576,182 |
|
| Independent Bank Corp | | 572,634 |
|
| Western Alliance Bancorp | | 560,448 |
|
| East West Bancorp Inc | | 555,101 |
|
| Maximus Inc | | 553,884 |
|
| Broadridge Financial Sol | | 547,233 |
|
| Eog Resources Inc | | 523,326 |
|
| Quinstreet Inc | | 499,197 |
|
| Om Asset Management Ltd | | 498,568 |
|
| Us Concrete Inc C New | | 495,884 |
|
| Concho Resources Inc | | 478,900 |
|
| Pioneer Natural Resources Co | | 473,194 |
|
| United States Steel Corp | | 469,929 |
|
| Entegra Financial Corp | | 458,393 |
|
| Builders Firstsource | | 446,619 |
|
| Axiall Corp | | 438,970 |
|
| Steiner Leisure Ltd | | 415,890 |
|
| Hackett Group Inc | | 383,156 |
|
| Cvb Financial Corp | | 378,392 |
|
| Weatherford International Plc | | 377,346 |
|
| Allegiant Travel Co | | 372,818 |
|
| Cytokinetics Inc | | 367,979 |
|
| Springleaf Holdings Inc | | 357,721 |
|
| Epam Systems Inc | | 354,305 |
|
| Rent A Ctr Inc | | 333,418 |
|
| United Community Banks Ga | | 293,419 |
|
| Idera Pharmaceuticals Inc | | 290,972 |
|
| Clearwater Seafoods Inc | | 275,624 |
|
| Servicemaster Global Hldg Inc Inc | | 262,346 |
|
| Trinseo Sa | | 260,005 |
|
| Coresite Realty Corp | | 258,121 |
|
| Intralinks Hldgs Inc | | 234,192 |
|
| Yadkin Financial Corp | | 215,561 |
|
| Science Applicatns Intl Corp | | 199,606 |
|
| Ambarella Inc | | 197,808 |
|
| Meridian Bancorp Inc | | 192,984 |
|
| Kaman Corp | | 182,009 |
|
| Uniqure B.V. | | 176,817 |
|
| Ultratech Inc | | 148,480 |
|
| California Res Corp | | 130,598 |
|
| Pall Corp | | 101,210 |
|
| Liberty Tax Inc Cl A | | 94,711 |
|
| Harvard Biosciences Inc | | 54,999 |
|
| Monarch Casino & Resort Inc | | 39,816 |
|
| Asure Software Inc | | 29,975 |
|
| | | |
| Total common stock | | 758,970,330 |
|
| | | |
| | | |
| | | (Continued) |
|
| | | | |
| | | Current Value |
| FIXED INCOME SECURITIES: | | |
| Ustn .875% 2/28/17 | | $ | 11,526,059 |
|
| Ust Notes 0.875% 05/15/2017 | | 10,472,450 |
|
| Ca St 7.55% 4/1/39 | | 7,638,791 |
|
| Fhr 2013-4283 Ew Var 12/43 | | 5,983,422 |
|
| Ustn .625% 10/15/16 | | 5,600,874 |
|
| Ustn 1.5% 02/28/19 | | 5,526,724 |
|
| Fhlm Arm 3.056% 05/44 #849327 | | 5,312,541 |
|
| Aol Time Warner 7.7% 5/01/32 | | 4,829,771 |
|
| Chait 2012-A8 A8 0.54% 10/17 | | 4,817,619 |
|
| Fnr 2013-10 Fa Var 02/43 | | 4,699,872 |
|
| Fnma 20Yr 4.5% 10/33 #Al4165 | | 4,602,893 |
|
| Fhlg 15Yr 4.00% 10/26 #G14585 | | 4,311,022 |
|
| Xerox Corp 6.35% 5/15/18 | | 4,127,128 |
|
| Verizon Comm 5.15% 09/15/23 | | 3,947,633 |
|
| Bac Cap Tr Xi 6.625% 5/23/36 | | 3,807,884 |
|
| Fnma 15Yr 4% 05/27 #Al5957 | | 3,672,944 |
|
| Cox Com Inc 9.375 1/15/19 144A | | 3,656,006 |
|
| Fnma 6.00% 3/34 #725229 | | 3,577,927 |
|
| Hca Inc 6.5% 2/15/16 | | 3,477,775 |
|
| Rio Oil Fin 6.25% 7/6/24 144A | | 3,466,696 |
|
| Fnma Arm 9/43 #Al4098 | | 3,351,314 |
|
| Fhr 2005-2957 Vz 5% 02/35 | | 3,284,501 |
|
| Amxca 2014-3 A 1.49% 04/20 | | 3,277,970 |
|
| Citigroup Cap Xiii 7.875% Pfd | | 3,229,470 |
|
| Fhl Arm 2.88% 10/44 #849505 | | 3,222,649 |
|
| Time Warner Cab 8.75% 2/14/19 | | 3,170,142 |
|
| Rio Oil Fin 6.75% 1/6/27 144A | | 3,151,500 |
|
| Dow Chemical 8.55% 5/19 | | 3,013,628 |
|
| Wellpoint Inc 7% 2/15/19 | | 2,997,674 |
|
| Boston Scientific 6.4% 6/15/16 | | 2,969,863 |
|
| Fnma 7.00% 3/37 #888369 | | 2,825,396 |
|
| Capital One 3.5% 6/23 Wi | | 2,813,658 |
|
| Boston Prp Ltd 5.625% 11/15/20 | | 2,795,330 |
|
| Fhlg 5.50% 1/40 #G07074 | | 2,786,657 |
|
| Rbs Gpr Plc 6.125% 12/15/22 | | 2,748,225 |
|
| Fnma 15Yr 5.50% 5/23 #889527 | | 2,732,158 |
|
| Fnr 2005-87 Fb 1Ml+50 10/35 | | 2,714,186 |
|
| Burlington North San 4.1% 6/21 | | 2,711,548 |
|
| Fnma 5.50% 6/33 #555531 | | 2,628,304 |
|
| Bnp Paribas 4.25% 10/15/24 | | 2,525,732 |
|
| Fhlg Arm 2.91% 10/44 #2B3311 | | 2,514,161 |
|
| Union Pac 07-3 6.176% 1/2/31 | | 2,452,379 |
|
| Il St 5.665 03/01/18 | | 2,436,442 |
|
| At&T Corp 8/8.5% 11/15/31 | | 2,394,468 |
|
| Fnma 20Yr 4.00% 12/30 #Ma0587 | | 2,337,469 |
|
| Telecom Italia Cap 7.175% 6/19 | | 2,318,625 |
|
| Fnma 15Yr 5.50% 10/23 #995405 | | 2,308,734 |
|
| Slma 2012-B A2 3.48% 12/30 | | 2,285,562 |
|
| Hsbc Hldgs 6.5% 5/02/36 | | 2,279,693 |
|
| Ge Cap Mtn 5.5% 1/08/20 | | 2,260,538 |
|
| | | (Continued) |
|
| | | | |
| | | Current Value |
| FIXED INCOME SECURITIES (Continued): | | |
| Fhlg 30Yr 4.5% 01/44 #G08568 | | $ | 2,244,370 |
|
| Fhlg 30Yr 5.5% 05/38 #G07404 | | 2,217,706 |
|
| Fnma 20Yr 4.5% 01/32 #Al4549 | | 2,193,181 |
|
| Fhlg 30Yr 4.5% 07/41 #G07504 | | 2,192,796 |
|
| Fnma 20Yr 4% 10/32 #Al4778 | | 2,156,405 |
|
| Bank Of Amer Mtn 7.625 6/1/19 | | 2,151,329 |
|
| Fnma 30Yr 4.5% 11/43 #As0923 | | 2,039,604 |
|
| Fhlg 20Yr 4% 10/31 #C91402 | | 1,988,402 |
|
| Cigna 8.5% 5/01/19 | | 1,953,125 |
|
| Lafarge Sa 6.5% 7/15/16 | | 1,943,625 |
|
| Nj Tpk 7.102% 01/01/41 | | 1,921,687 |
|
| Vulcan Material 7.5% 6/15/21 | | 1,893,125 |
|
| Lafarge Sa 5.5% 7/09/15 144A | | 1,892,365 |
|
| Fnma 15Yr 5.50% 3/24 #Ae0467 | | 1,832,138 |
|
| Fhr 13-4240 Fa 1Ml+50 08/43 | | 1,814,103 |
|
| Fnr 2010-123 Wt 7% 11/40 | | 1,737,483 |
|
| Myriad Int Hldgs 6% 7/20 144A | | 1,720,688 |
|
| Hsbc Hldgs 6.5% 9/15/37 | | 1,702,474 |
|
| Petroleos Mexn 6.375% 1/23/45 | | 1,698,750 |
|
| Petrobras Intl 5.375% 1/27/21 | | 1,690,990 |
|
| Ustn 1.625% 03/31/19 | | 1,681,936 |
|
| Fordo 2014-C A3 1.06% 05/19 | | 1,640,249 |
|
| Fnma 15Yr 3.5% 09/28 #Al5931 | | 1,636,021 |
|
| Reed Elsevie 3.125% 10/22 | | 1,632,220 |
|
| Chait 2014-A7 A 1.38% 11/19 | | 1,623,522 |
|
| Enel Fin Intl 6% 10/7/39 144A | | 1,621,457 |
|
| Sprint Nextel 6% 12/01/16 | | 1,595,188 |
|
| Barclays Plc 4.375% 9/11/24 | | 1,592,609 |
|
| Cemex Sab 6.5% 12/10/2019 144A | | 1,587,975 |
|
| Dominion Res 5.75/Var 10/1/54 | | 1,565,123 |
|
| Petroleos Mex 4.25% 01/25 144A | | 1,564,763 |
|
| May Dept Stores 6.9% 1/15/32 | | 1,561,312 |
|
| Slm Corp Mtn 6% 1/25/17 | | 1,545,063 |
|
| Bnsf Railway Co 5.996% 4/01/24 | | 1,522,779 |
|
| Fnma 15Yr 4.5% 09/28 #Al4147 | | 1,520,509 |
|
| Il St 5.365 03/01/17 | | 1,498,770 |
|
| Comcast Corp 6.3% 11/15/17 | | 1,472,428 |
|
| Cigna Corp 7.875% 5/15/27 | | 1,468,786 |
|
| Dow Chemical 9.4% 5/39 | | 1,460,280 |
|
| Fnma 20Yr 4.5% 01/31 #Ma0634 | | 1,457,455 |
|
| Cox Comm Inc 3.25 12/15/22 144 | | 1,448,213 |
|
| Hewlett 3.3% 12/09/16 | | 1,446,242 |
|
| Fhlg 6.00% 11/36 #G02385 | | 1,434,931 |
|
| Fed Dept St 6.9% 4/01/29 | | 1,400,174 |
|
| Il St 4.961 3/01/16 | | 1,354,249 |
|
| Citigroup Inc 6.125% 11/21/17 | | 1,352,694 |
|
| Fnma 15Yr 4.00% 2/27 #Al2689 | | 1,330,585 |
|
| Royal Bk Sc 6% 12/19/23 | | 1,298,878 |
|
| Ford Mtr Cr Llc 5.875% 8/2/21 | | 1,273,567 |
|
| Fhlg 30Yr 4.5% 11/43 #G07596 | | 1,249,536 |
|
| | | (Continued) |
|
| | | | |
| | | Current Value |
| FIXED INCOME SECURITIES (Continued): | | |
| May Dept Str Glbl 6.65 7/15/24 | | $ | 1,240,090 |
|
| Time Warner Mtn 8.25% 4/1/19 | | 1,236,384 |
|
| Telecom Itali 6.999% 6/4/18 | | 1,165,500 |
|
| Nordstrom Inc Glb 6.25 1/18 | | 1,127,832 |
|
| Fnma 30Yr 4.5% 10/01/43 #As0830 | | 1,105,465 |
|
| Fnma 20Yr 4.5% 10/34 #Al5861 | | 1,098,015 |
|
| Fhlg 15Yr 4% 12/26 #G14668 | | 1,080,546 |
|
| Fnma Arm 4.84% 9/35 #Al2084 | | 1,067,793 |
|
| Fnma Arm 5.26% 9/38 #965097 | | 1,049,373 |
|
| Fnma Arm 5.51% 8/38 #Al0376 | | 1,038,475 |
|
| News Amer Inc 6.65% 11/37 | | 1,034,827 |
|
| Fnma 20Yr 4% 06/34 #As2666 | | 1,014,266 |
|
| Fnr 2008-16 Ab 5.5% 12/37 | | 980,679 |
|
| Ford Mtr Cr Llc 5.75% 2/01/21 | | 974,042 |
|
| Ustn 0.375% 02/15/2016 | | 950,222 |
|
| Telecom Itali 7.721% 6/4/38 | | 947,750 |
|
| Fhlg 30Yr 4.5% 03/44 #G07686 | | 944,271 |
|
| General Elec 4.375% 9/16/20 | | 930,951 |
|
| Enel Fin Intl 6.8% 9/15/37 144A | | 926,949 |
|
| Chait 2013-A8 A8 1.01% 10/18 | | 924,982 |
|
| Chait 2013-A5 A .47% 05/17 | | 914,874 |
|
| Erp Operat Lp 4.625% 12/15/21 | | 902,558 |
|
| Xerox Corp 4.5% 5/15/21 | | 881,635 |
|
| Healthnet Inc 6.375% 6/1/17 | | 864,000 |
|
| Fhlg 15Yr 4.0% 12/1/26 #G14678 | | 863,688 |
|
| Fhlg 5.50% 1/35 #G01749 | | 861,515 |
|
| Spain Govt 4.0% 3/6/18 144A | | 841,688 |
|
| Ford Mtr Cr Llc 5.625% 9/15/15 | | 825,564 |
|
| Slm Corp Medium 3.875% 9/10/15 | | 806,000 |
|
| Fhlm Arm 5.42% 3/38 #1Q1114 | | 788,752 |
|
| Cemex Fin Llc 6% 04/01/24 144A | | 755,625 |
|
| Fnma 7-Yr 4.84% 11/15 #745100 | | 755,434 |
|
| Verizon Comm 4.15 3/24 | | 750,545 |
|
| Fnma 5.50% 6/40 #Ae0607 | | 749,755 |
|
| Macys Retail Hldgs 7% 2/15/28 | | 747,700 |
|
| News America Inc 6.2% 12/15/34 | | 734,214 |
|
| Turlock Corp 2.75% 11/02/22 | | 712,238 |
|
| Boston Pptys Lp 3.8% 02/01/24 | | 693,677 |
|
| Fnma 15Yr 5.194% 1/18 #745629 | | 691,491 |
|
| Erp Oper Lp 3% 4/15/23 | | 682,704 |
|
| General Elec Cap 4.625% 1/7/21 | | 668,754 |
|
| Jpmorgan Chase 4.95% 3/25/20 | | 635,205 |
|
| Slm Corp 6.25% 1/25/16 | | 624,000 |
|
| Petrobras Bv 4.375% 05/20/2023 | | 623,558 |
|
| Fnma Arm 2.907% 9/44 #At7040 | | 602,085 |
|
| Fnma Arm 6/1/39 #Al1845 | | 585,944 |
|
| Kinder Morgan Inc 4.3% 6/1/25 | | 576,929 |
|
| Petrobras Global Fin 6.25 3/24 | | 570,924 |
|
| Hsbc Holdings Plc 5.1% 4/05/21 | | 565,199 |
|
| Nj Tpk Ser F 7.414% 01/01/40 | | 563,528 |
|
| | | (Continued) |
|
| | | | |
| | | Current Value |
| FIXED INCOME SECURITIES (Continued): | | |
| Ford Mtr Cr Llc 4.25% 9/20/22 | | $ | 557,059 |
|
| Provident Compa 7.25% 3/15/28 | | 549,338 |
|
| Capital One Fin 4.75% 7/15/21 | | 523,516 |
|
| Verizon Comm Inc 6.55% 9/15/43 | | 512,460 |
|
| Telecom Itali 7.2% 7/18/36 | | 510,625 |
|
| Cigna 4% 2/15/22 | | 474,174 |
|
| Bank Amer Fdg 4.2% 08/26/24 | | 458,426 |
|
| Hca Inc 6.375% 1/15/15 | | 450,000 |
|
| Reed Elsevier C 8.625% 1/15/19 | | 446,443 |
|
| Becton Dickins 3.734% 12/15/24 | | 437,392 |
|
| Cox Communict Inc 3.85% 2/1/25 | | 378,531 |
|
| Fnma Arm 5.36% 10/38 #995006 | | 360,625 |
|
| Citigroup Inc 4.05% 7/30/22 | | 336,265 |
|
| Time Warner Cab Inc 4% 9/01/21 | | 329,931 |
|
| Slm Corp Medium 4.625% 9/25/17 | | 329,875 |
|
| Exp-Imp Bank Korea 4% 1/11/17 | | 314,499 |
|
| Cox Commun Inc 2.95% 6/23 144A | | 311,656 |
|
| Lloyds Bank Plc 4.5% 11/04/24 | | 302,742 |
|
| Eaton Corp 1.5% 11/02/17 | | 298,284 |
|
| Federated Rtl 6.375% 3/15/37 | | 221,444 |
|
| Fhlg 6.00% 2/39 #G06570 | | 211,815 |
|
| Fhlg 6.00% 1/39 #G06932 | | 207,130 |
|
| Fnma 6.50% 8/39 #Ad0130 | | 124,689 |
|
| Vulcan Material 6.5% 12/01/16 | | 54,315 |
|
| Fhlg 6.50% 2/38 #H09152 | | 50,824 |
|
| Fnma 10Yr 6.50% 12/37 #Ad0070 | | 47,074 |
|
| Fnma 6.50% 10/37 #256937 | | 39,929 |
|
| Fhlg 6.50% 8/36 #H01579 | | 15,965 |
|
| | | |
| Total fixed income securities | | 322,949,088 |
|
| | | |
| OTHER INVESTMENTS: | | |
| Cash/cash equivalents | | 53,713,507 |
|
| Self managed brokerage account (less cash and cash equivalents) | | 83,799,962 |
|
Participant loans (interest ranging from 3.25% to 10.25% and maturity dates ranging from January 2015–December 2031) | | 206,293,796 |
|
| | | |
| Total other investments | | 343,807,265 |
|
| | | |
| TOTAL INVESTMENTS | | $ | 7,038,465,277 |
|
| | | |
| | | |
| * Known party-in-interest | | (Concluded) |
|
|
| | | | |
| UNITEDHEALTH GROUP 401(k) SAVINGS PLAN | | | | |
| (EIN 41-1321939, Plan #001) | | | | |
| | | | | |
| FORM 5500, SCHEDULE H, PART IV, LINE 4A — SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS |
| AS OF DECEMBER 31, 2014 |
|
| | | | | | | | | | | | | | | | |
| | | Total That Constitute Nonexempt Prohibited Transactions | | Total Fully Corrected under VFCP and PTE 2002-51 |
| | | Contributions Not Corrected | | Contributions Corrected Outside VFCP | | Contribution Pending Correction in VFCP | |
| Participant Contributions Transferred Late to the Plan | | $ | — |
| | $ | 15,464 |
| | $ | — |
| | $ | — |
|
| | | | | | | | | |
| Check here if late participant loan contributions are included: X |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
|
| | | |
| | | UNITEDHEALTH GROUP 401(K) SAVINGS PLAN |
| | |
By:UNITEDHEALTH GROUP INCORPORATED, the Plan Administrator |
| Dated: June 17, 2015 | | By: | /s/ Eric S. Rangen |
| | | | Eric S. Rangen Senior Vice President and Chief Accounting Officer |
