Document


 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________________ 
Form 11-K
__________________________________________________________ 
[X]
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016
or
[ ]
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


UnitedHealth Group Center
9900 Bren Road East
Minnetonka, Minnesota
 

 __________________________________________________________ 







 
 
 
 
 





 
UNITEDHEALTH GROUP 401(k) SAVINGS PLAN
 
 
 
 
 
TABLE OF CONTENTS
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 

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
Minnetonka, 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, 2016 and 2015, and the related statements of changes in net assets available for benefits for the years then ended. 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 as of December 31, 2016 and 2015, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The supplemental schedules of assets (held at end of year) as of December 31, 2016, and the supplemental schedule of delinquent participant contributions for the year ended December 31, 2016 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.

/s/ DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
June 21, 2017


1





UNITEDHEALTH GROUP 401(k) SAVINGS PLAN
 
 
 
 
 
 
 
 
 
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
 
 
 
 
AS OF DECEMBER 31, 2016 AND 2015 (in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
2016
 
2015
ASSETS:
 
 
 
 
Participant-directed investments:
 
 
 
 
Investments - at fair value
 
$
8,132,354

 
$
6,738,555

Investments - at contract value
 
548,826

 
492,010

 
 
 
 
 
Receivables:
 
 
 
 
Notes receivable from participants
 
258,648

 
228,272

Employer contributions
 
799

 
4,084

 
 
 
 
 
NET ASSETS AVAILABLE FOR BENEFITS
 
$
8,940,627

 
$
7,462,921


See Notes to the Financial Statements.


2




UNITEDHEALTH GROUP 401(k) SAVINGS PLAN
 
 
 
 
 
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
 
 
FOR THE YEAR ENDED DECEMBER 31, 2016 (in thousands)
 
 
 
ADDITIONS:
 
 
Contributions:
 
 
Employee
 
$
678,323

Employer
 
316,173

Rollover
 
145,304

 
 
 
Total contributions
 
1,139,800

 
 
 
Net appreciation in fair value of investments
 
678,143

Interest and dividends
 
49,193

Interest income on notes receivable from participants
 
10,333

 
 
 
Total additions
 
1,877,469

 
 
 
DEDUCTIONS:
 
 
Benefits paid to participants
 
(499,805
)
Administrative expenses
 
(6,105
)
 
 
 
Total deductions
 
(505,910
)
 
 
 
INCREASE IN NET ASSETS BEFORE PLAN TRANSFERS
 
1,371,559

 
 
 
NET TRANSFERS INTO THE PLAN (Note 9)
 
106,147

 
 
 
INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS
 
1,477,706

 
 
 
NET ASSETS AVAILABLE FOR BENEFITS:
 
 
  Beginning of year
 
7,462,921

 
 
 
  End of year
 
$
8,940,627


See Notes to the Financial Statements.


3




UNITEDHEALTH GROUP 401(k) SAVINGS PLAN
 
 
 
NOTES TO FINANCIAL STATEMENTS
 
AS OF DECEMBER 31, 2016 AND 2015 AND FOR THE YEAR ENDED DECEMBER 31, 2016


1.
DESCRIPTION OF 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 description of the Plan’s information.
General
The Plan was first established on July 1, 1985, as a defined contribution plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended. 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. The Administrative Committee is responsible for oversight of the Plan. The Investment Committee determines the appropriateness of the Plan’s investment offerings and monitors investment performance.
Eligibility
In general, eligible employees may make salary deferral contributions to the Plan upon employment with a participating employer of the Company and are automatically enrolled in the Plan as soon as administratively feasible after their hire date. 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 (unless such collective bargaining agreement provides for the inclusion of those employees in the Plan), persons who the Company classifies as leased employees, and certain other classifications of employees are not eligible to participate in the Plan.
Contributions
Contributions to the Plan include (i) salary deferral contributions authorized by participants, (ii) matching contributions made by the Company, (iii) discretionary contributions made by the Company, and (iv) participant rollover contributions from another plan.
Participants may elect to contribute a percentage up to 50% of their eligible compensation to the Plan each year, up to the maximum dollar amount permissible under the Internal Revenue Code (“the Code”). Salary deferral contributions include pre-tax deferrals and Roth deferrals.
Eligible employees are automatically enrolled at an employee pre-tax deferral rate of 3% of their eligible pay, unless they decline to participate within a prescribed time limit or they elect a different deferral rate. The Plan provides for automatic annual deferral rate increases until the participant’s pre-tax and/or Roth deferral rate reaches 6%. Participants are notified of the automatic rate increases in advance and have the opportunity to decline the automatic increases.
Participants who have attained age 50 before the end of the plan year may make additional catch-up contributions, subject to limitations imposed by the Code. A participant’s salary deferral and catch-up contributions cannot exceed 80% of the participant’s eligible pay.

4




The Company makes a safe harbor matching contribution equal to 100% of contributions up to 3% of eligible compensation, plus 50% of the next 3% of eligible compensation for a maximum contribution of 4.5% per payroll period as defined in the Plan document.
Additional discretionary contributions may also be made by the Company. A discretionary contribution in the amount of $4,083,970 was made during the plan year ended December 31, 2016.
Rollover contributions are assets formerly held in a qualified employee benefit plan of a prior employer, which a participant elects to be transferred into the Plan.
Participant Accounts
Each participant’s account is credited with the salary deferral contributions, rollover contributions, an allocation of the Company’s contributions, and plan earnings (net of administrative expenses). Allocations are based on the participant’s eligible compensation or account balances, as defined by the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Investment Classification
All investments are participant directed. Participants have the right to individually select the percentage of their accounts to be invested among different classifications of investments made available to them through a registered investment company or through the self-directed brokerage account option and may transfer between investments daily.
Vesting
Participants are immediately vested in their salary deferral contributions, rollover contributions, and earnings thereon. Company safe harbor contributions and discretionary contributions, if any, and earnings thereon vest in accordance with the provisions of the plan as follows:
Years of Service
Vesting
Less than 2 years
0%
2 or more
100%

Notwithstanding the vesting schedule above, Company contributions, if any, will become fully vested (100%) upon the occurrence of any of the following events while the participant is employed by the Company: the participant’s death, disability, attainment of normal retirement age (age 65), a partial or complete termination of or complete discontinuance of contributions to the Plan, or an acceleration date, as defined in the Plan document.

Dividend Payout
The Plan includes a Dividend Payout Feature for the UnitedHealth Group Stock Fund (the “Stock Fund”). 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 $4,223,934 for the year ended December 31, 2016. The amount participants elected to be distributed in cash was insignificant.

5




Forfeited Accounts
Nonvested account balances of terminated employees are forfeited. As of December 31, 2016 and 2015, forfeited nonvested accounts totaled $9,342 and $427,395 respectively. During the year ended December 31, 2016, employer contributions were reduced by $4,278,294 from forfeiture accounts. Forfeitures can be used to reduce future employer contributions or to pay certain administrative expenses.
Payment of Benefits
Benefits may be paid to the participant or beneficiary upon death, disability, or termination of employment, as defined in the Plan document. The total vested portion of a participant's account balance is distributed in the form of a lump‑sum payment. However, if a participant’s account balance is valued at less than $1,000, it is distributed in cash as a direct distribution to the participant. Participants taking a distribution have the option to rollover into an Individual Retirement Account or into another employer-sponsored plan. Participants experiencing financial hardship may withdraw a portion of their account balance as defined in the Plan document.
Notes Receivable from Participants
Participants may borrow from their account balance a minimum of $1,000 up to a maximum equal to the lesser of $50,000 (subject to reduction for certain loan balances in the prior 12 months) or 50% of their vested account balance. These loans are secured by the balance in the participant's account. The loan bears interest at the prime rate of interest, plus 1% and is payable over a period not to exceed 59 months. 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, or if the loan originated between April 1, 2001 and August 31, 2010 over a period not to exceed 10 years, and if the loan originated on or after September 1, 2010, be repaid over a period not to exceed 118 months. Principal and interest are paid ratably through payroll deductions. Participants may have up to two outstanding loans at one time.

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”).
Investments held by a defined contribution plan are required to be reported at fair value, except for fully benefit-responsive investment contracts. Contract value is the relevant measure for the portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants normally would receive if they were to initiate permitted transactions under the terms of the plan.
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.
Investment Valuation and Income Recognition
The Plan’s investments are stated at fair value except for fully benefit-responsive investment contracts which are reported at contract 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

6




date. The Plan’s Investment Committee determines the Plan’s valuation policies utilizing information provided by the investment advisors, custodians, and insurance companies. See Note 3 for a discussion of fair value measurements.
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. Net appreciation in fair value of investments includes the gains and losses on investments bought and sold as well as held during the year.
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. Delinquent participant loans are reclassified as distributions based upon the terms of the Plan’s document. No allowance for credit losses has been recorded as of December 31, 2016 and 2015.
Administrative Expenses
Certain administrative expenses of the Plan are paid by the Company as provided in the Plan document. Expenses that are paid by the Company are excluded from these financial statements. Fees related to the administration of notes receivable from participants are charged directly to the participant’s account and are included in administrative expenses. Investment-related expenses are included in the net appreciation in fair value of investments.
Payment of Benefits
Benefit payments to participants are recorded upon distribution. There are no amounts owed to the participants who had elected to withdraw from the Plan, but had not been paid as of December 31, 2016 or 2015.

3.
FAIR VALUE MEASUREMENT

The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described as follows:
Level 1
Unadjusted quoted prices for identical assets in active markets that the Plan can access.
Level 2
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as:
quoted prices for similar assets or liabilities in active markets;
quoted prices for identical or similar assets or liabilities in inactive markets;
inputs other than quoted prices that are observable for the asset or liability;
inputs that are derived principally from or corroborated by observable market data by correlation or other means.
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3
Unobservable inputs for the asset.

7




The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs.
The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2016 and 2015.
Cash and cash equivalents: The carrying value of the cash and cash equivalents approximates fair value as maturities are less than three months.
Common stock: Valued at the closing price reported on the active market on which the individual securities are traded.
Debt securities: Fair value of debt securities are based on quoted market prices, where available. A price is obtained for each security primarily from a third-party pricing service (pricing service), which generally uses quoted or other observable inputs for the determination of fair value. The pricing service normally derives the security prices through recently reported trades for identical or similar securities, and, if necessary, makes adjustments through the reporting date based upon available observable market information. For securities not actively traded, the pricing service may use quoted market prices of comparable instruments or discounted cash flow analyses, incorporating inputs that are currently observable in the markets for similar securities. Inputs that are often used in the valuation methodologies include, but are not limited to, benchmark yields, credit spreads, default rates, prepayment speeds, and nonbinding broker quotes.
Fair values of debt securities that do not trade on a regular basis in active markets but are priced using other observable inputs are classified as Level 2.
Mutual funds: Valued at the daily closing price reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the U. S. Securities and Exchange Commission. These funds are required to publish their daily net asset value (NAV) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
Self-Directed Brokerage Accounts: The self-directed brokerage account allows participants the opportunity to invest in a wide array of individual securities including stocks, corporate bonds, zero-coupon bonds, U.S. Treasury securities, mortgage securities and U.S. government agency bonds, certificates of deposit, unit investment trusts, foreign securities, exchange-traded funds, and mutual funds, which are primarily valued using the methodologies described above for the Plan’s investments in cash and cash equivalents, common stock, debt, and mutual funds.



8




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, 2016 and 2015.

 
 
Fair Value Measurements at December 31, 2016
(in thousands)
 
Quoted Prices
in Active
Markets
(Level 1)
 
Other
Observable
Inputs
(Level 2)
 
Total
Fair
Value
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
24,758

 
$

 
$
24,758

Debt securities:
 
 
 
 
 
 
  U.S. government and agencies
 
63,428

 
101,075

 
164,503

  Corporate and other
 

 
189,909

 
189,909

Mutual funds
 
2,312,122

 

 
2,312,122

Self-directed brokerage accounts
 
144,710

 
802

 
145,512

Common stock
 
917,312

 

 
917,312

 
 
 
 
 
 
 
           Total assets in the fair value hierarchy
 
$
3,462,330

 
$
291,786

 
3,754,116

 
 
 
 
 
 
 
Instruments measured at NAV(1)
 
 
 
 
 
4,378,238

 
 
 
 
 
 
 
Total investments at fair value
 

 

 
$
8,132,354

 
 
 
 
 
 
 
 
 
Fair Value Measurements at December 31, 2015
(in thousands)
 
Quoted Prices
in Active
Markets
(Level 1)
 
Other
Observable
Inputs
(Level 2)
 
Total
Fair
Value
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
42,802

 
$

 
$
42,802

Debt securities:
 
 
 
 
 
 
  U.S. government and agencies
 
18,060

 
114,344

 
132,404

  Corporate and other
 

 
186,414

 
186,414

Mutual funds
 
1,994,691

 

 
1,994,691

Self-directed brokerage accounts
 
116,883

 
415

 
117,298

Common stock
 
816,994

 

 
816,994

 
 
 
 
 
 
 
           Total assets in the fair value hierarchy
 
$
2,989,430

 
$
301,173

 
3,290,603

 
 
 
 
 
 
 
Instruments measured at NAV(1)
 
 
 
 
 
3,447,952

 
 
 
 
 
 
 
Total investments at fair value
 

 

 
$
6,738,555

(1)
Certain investments that were measured at NAV per share (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the Statements of Net Assets Available for Benefits.
For the year ended December 31, 2016, there were no transfers in or out of Levels 1 or 2.

9




Fair Value of Investments in Entities that Use NAV
The following table summarizes investments for which fair value is measured using the NAV per share practical expedient as of December 31, 2016 and 2015. There are no participant redemption restrictions for these investments; the redemption notice period is applicable only for the Plan.
Investment
 
Fair Value (1)
 
Unfunded Commitment
 
Redemption Frequency
 
Other Redemption Restrictions (2)
 
Redemption Notice Period
 
 
(in thousands)
 
(in thousands)
 
 
 
 
 
 
December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common/collective trust
 
$
4,378,238

 
$

 
Immediate
 
Various
 
Various
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common/collective trust
 
$
3,447,952

 
$

 
Immediate
 
Various
 
Various
(1)
The fair value of 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 2016 or 2015.
4.
FULLY BENEFIT-RESPONSIVE INVESTMENT CONTRACTS

The Plan provides a stable value investment fund to participants that is comprised of a separate account guaranteed investment contract and four security-backed investment contracts. These contracts meet the fully benefit-responsive investment contract criteria and, therefore, are reported at contract value. Contract value represents contributions made under each contract, plus earnings, less participant withdrawals, and expenses. The following represents the disaggregation of contract value between types of investment contracts held by the Plan.    
(in thousands)
 
2016
 
2015
 
 
 
 
 
Security-backed investment contracts
 
$
415,840

 
$
367,727

Separate account guaranteed investment contract
 
132,986

 
124,283

 
 
 
 
 
Total
 
$
548,826

 
$
492,010

Security-backed investment contracts and separate account guaranteed investment contracts are issued by insurance companies or other financial institutions, backed by a portfolio of fixed income funds and pooled separate accounts. The portfolio is either owned directly by the Plan (security-backed investment contract) or owned by the contract issuer and segregated in a separate account for the benefit of the Plan (separate account guaranteed investment contract). The issuer guarantees that all qualified participant withdrawals will be at contract value and that the crediting rate applied will not be less than 0%. Cash flow volatility (for example, timing of the benefit payments) as well as asset underperformance can be passed through to the Plan through adjustments to future contract crediting rates. Crediting rates are typically reset quarterly to account for the difference between the contract value and the fair value of the underlying portfolio.

10




Risks arise when entering into any investment contract due to the potential inability of the issuer to meet the terms of the contract. In addition, security-backed investment contracts and separate account guaranteed investment contracts have the risk of default or lack of liquidity of the underlying portfolio assets. The credit risk of each issuer is evaluated and monitored through the portfolio manager’s credit analysis. The credit analysis includes, but is not limited to, asset quality and liquidity, management quality, surplus adequacy, and profitability. The Plan requires that the issuers of each contract have a minimum quality rating as of the contract effective date and that all underlying portfolio assets be rated investment grade at the time of purchase.

Security-backed investment contracts and separate account guaranteed investment contracts generally are automatically renewing contracts that contain termination provisions, allowing the Plan or the contract issuer to terminate with notice, at any time, at fair value, and providing for automatic termination of the contract if the contract value or the fair value of the underlying portfolio equals zero. The issuer is obligated to pay the excess contract value when the fair value of the underlying portfolio equals zero.

In addition, if the Plan defaults on its obligations under the contract (including the issuer’s determination that the agreement constitutes a nonexempt prohibited transaction as defined by ERISA), and such default is not corrected within the time permitted by the contract, then the contract may be terminated by the issuer and the Plan will receive the fair value as of the date of termination. Each contract recognizes certain “events of default” which can invalidate the contract’s coverage. Among these are investments outside of the range of instruments which are permitted under the investment guidelines contained in the investment contract, fraudulent or other material misrepresentations made to the issuer, changes in control of the investment adviser not approved by the contract issuer, changes in certain key regulatory requirements, or failure of the Plan to be tax qualified.

Certain events might limit the ability of the Plan to transact at contract value with the contract issuer. Withdrawals associated with these events, which are not in the ordinary course of the Plan operations, are paid with a market value adjustment applied to the withdrawal as defined in the investment contract. These events may be different under each contract. Examples of such events include the following:

Material amendments to the Plan’s structure of administration;
Failure of the Plan to qualify under Section 401(a) of the Code or the failure of the Plan to be tax-exempt under Section 501(a) of the Code;
Premature termination of the contracts;
Complete or partial termination of the Plan, including a merger within another plan;
Redemption of all or a portion of the interests in the Plan at the direction of the Company, including withdrawals due to the removal of a specifically identifiable group of employees from coverage under the Plan (such as a group layoff or early retirement incentive program), the closing or sale of a subsidiary, employing unit or affiliate, or the Company’s establishment of another tax qualified defined contribution plan;
Changes to the Plan’s prohibition on competing investment options; and
Bankruptcy of the plan sponsor or other plan sponsor events (for example, divestitures or spinoffs of a subsidiary) that significantly affect the Plan’s normal operations.

No events are probable of occurring that might limit the ability of the Plan to transact at contract value with the contract issuers and that also would limit the ability of the Plan to transact at contract value with the participants.



11




5.
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.


6.
FEDERAL INCOME TAX STATUS

The Internal Revenue Service (“IRS”) has determined and informed the Company by a letter dated May 3, 2016, that the Plan and related trust are designed in accordance with applicable sections of the Code. Although the Plan has been amended since receiving the determination letter, the Plan's administrator and the Plan’s tax counsel believe that the Plan is designed in compliance with the applicable requirements of the Code. The Company is aware of certain operational issues impacting the Plan. The Company will take all corrective action necessary and believes the Plan will maintain its qualified status.
GAAP requires management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.


7.
EXEMPT PARTY-IN-INTEREST TRANSACTIONS

Fidelity Institutional Asset Management Trust Company (“FIAM”) and Galliard Capital Management (“Galliard”) provide investment management services. FIAM 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, 2016, the Plan paid $2,468,780 and $634,171 in fees related to investment management services provided by FIAM 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 an exempt party-in-interest transaction. At December 31, 2016, the Plan held 1,775,831 shares of common stock of the Company with a cost basis of $58,639,502. At December 31, 2015, the Plan held 1,886,448 shares of common stock of the Company with a cost basis of $61,832,626.

8.
RISKS AND UNCERTAINTIES
The Plan provides for investment in a variety of investment securities. 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.
As of December 31, 2016 and 2015, the Plan had investments of $983,313,985 and $818,287,447, respectively, concentrated in one mutual fund investment that accounted for more than 10% of Plan assets.

9.
PLAN TRANSFERS
During 2016, the Optum Clinical Services, Inc. 401(k) Savings Plan, Connextions, Inc. 401(k) & Profit Sharing Plan, and Monarch Healthcare Retirement Savings Savings Plan merged into the Plan.


12





10.
RECONCILIATION TO THE FORM 5500

Reconciliation of net assets available for benefits per the financial statements to the Form 5500 as of December 31, 2015 and 2014, is as follows:
(in thousands)
 
2016
 
2015
Net assets available for benefits per the financial statements
 
$
8,940,627

 
$
7,462,921

Deemed distributions of participant loans
 
(414
)
 
(350
)
Fair market value adjustment of investment contracts
 
908

 
(553
)
 
 
 
 
 
Net assets available for benefits per the Form 5500
 
$
8,941,121

 
$
7,462,018

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, 2016 is as follows:
(in thousands)
 
 
Increase in net assets per the financial statements
 
$
1,477,706

Deemed distributions activity
 
(64
)
Fair market value adjustment of investment contracts
 
1,461

 
 
 
Net income per the Form 5500
 
$
1,479,103

******


13

















SUPPLEMENTAL SCHEDULE FURNISHED PURSUANT
TO THE REQUIREMENTS OF FORM 5500



























14




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, 2016
 
 
 
 
 
Current Value
COMMON/COLLECTIVE TRUST FUNDS:
 
(in thousands)
WELLS FARGO DJ TARGET 2035 N*
 
$
657,012

WELLS FARGO DJ TARGET 2030 N*
 
619,477

WELLS FARGO DJ TARGET 2025 N*
 
559,537

WELLS FARGO DJ TARGET 2040 N*
 
552,608

WELLINGTON MID-CAP OPPORTUNITIES FUND
 
530,545

WELLS FARGO DJ TARGET 2045 N*
 
418,720

WELLS FARGO DJ TARGET 2020 N*
 
372,779

WELLS FARGO DJ TARGET 2050 N*
 
246,762

WELLS FARGO FIXED INCOME FUND F
 
186,852

WELLS FARGO DJ TARGET 2015 N*
 
132,992

WELLS FARGO FIXED INCOME FUND L
 
99,783

STATE STREET U.S. BOND INDEX NON-LENDING SERIES FUND
 
75,742

WELLS FARGO DJ TARGET 2055 N*
 
71,003

WELLS FARGO FIXED INCOME FUND N
 
70,236

WELLS FARGO FIXED INCOME FUND Q
 
58,456

WELLS FARGO SHORT TERM INVESTMENT FUND
 
36,965

WELLS FARGO DJ TARGET 2010 N*
 
33,534

STATE STREET GLOBAL EQUITY EX-US INDEX FUND
 
28,909

NORTHERN TRUST TREASURY INFLATION
 
22,641

WELLS FARGO DJ TARGET TODAY N*
 
13,770

WELLS FARGO DJ TARGET 2060 N*
 
6,663

           TOTAL COMMON/COLLECTIVE TRUST FUNDS
 
$
4,794,986

 
 
 
MUTUAL FUNDS:
 
 
VANGUARD INSTITUTIONAL INDEX FUND
 
983,314

VANGUARD MID-CAP INDEX FUND PLUS
 
454,175

VANGUARD SMALL-CAP INDEX FUND PLUS
 
405,911

AMERICAN EUROPACIFIC GROWTH FUND
 
390,319

ABERDEEN EMERGING MARKETS INSTL FUND
 
45,824

PIMCO ALL ASSET FUND INSTL CLASS
 
32,579

           TOTAL MUTUAL FUNDS
 
$
2,312,122

 
 
 
SEPARATE ACCOUNT GUARANTEED INVESTMENT CONTRACTS
 
 
  METROPOLITAN LIFE INSURANCE COMPANY
 
132,986

       TOTAL TRADITIONAL INVESTMENT CONTRACTS
 
$
132,986

 
 
(Continued)

15




 
 
 Current Value
COMMON STOCK:
 
(in thousands)
UNITEDHEALTH GROUP*
 
$
278,461

ENVISION HEALTHCARE CORP
 
11,748

ALPHABET INC CL C
 
11,654

MICROSOFT CORP
 
10,635

APPLE INC
 
8,313

MULTI COLOR CO.
 
7,986

BROADCOM LTD
 
7,375

WELLS FARGO & CO
 
7,245

GENERAL ELECTRIC CO
 
7,206

TIVO CORP
 
7,169

BANK OF AMERICA CORPORATI
 
6,655

AMAZON.COM INC
 
6,223

FACEBOOK INC A
 
6,220

CITIGROUP INC
 
5,942

UNITEDHEALTH GROUP INC
 
5,743

PFIZER INC
 
5,414

EBIX INC
 
5,385

PEPSICO INC
 
5,327

HONEYWELL INTL INC
 
5,317

SYNCHRONOSS TECH INC
 
5,283

SERVICEMASTER GLOBAL HLDG
 
5,191

MEDNAX INC
 
5,133

SERVICE CORP INTL INC
 
5,043

VISA INC CL A
 
4,988

GENPACT LTD
 
4,892

BANKUNITED INC
 
4,862

EOG RESOURCES INC
 
4,817

LOWES COS INC
 
4,659

REINSURANCE GROUP OF AMER
 
4,624

AT&T INC
 
4,496

PIONEER NATURAL RESOURCES
 
4,495

WNS HLDGS LTD SP ADR
 
4,463

J2 GLOBAL INC
 
4,275

ADOBE SYSTEMS INC
 
4,235

NASDAQ INC
 
4,184

TECH DATA CORP
 
4,166

DIAMONDBACK ENERGY INC
 
4,114

ALLERGAN PLC
 
4,099

DBV TECHNOLOGIES SA
 
4,076

COMMSCOPE HOLDING CO INC
 
4,062

VIRTUSA CORP
 
4,038

DELUXE CORP
 
4,010

DUN & BRADSTREET DEL NEW
 
3,993

TJX COMPANIES INC NEW
 
3,963

MORGAN STANLEY
 
3,944

TCF FINANCIAL CORPORATION
 
3,932

COMCAST CORP CL A
 
3,924

TEXAS INSTRUMENTS INC
 
3,845

CHARTER COMM INC A
 
3,786

LILLY (ELI) & CO
 
3,760

 
 
(Continued)

16




 
 
 Current Value
COMMON STOCK
 
(in thousands)
ICF INTERNATIONAL INC
 
$
3,709

CELGENE CORP
 
3,661

STAMPS.COM INC
 
3,634

UNION PACIFIC CORP
 
3,485

MONDELEZ INTL INC
 
3,484

DISCOVER FIN SVCS
 
3,446

BANK OF THE OZARKS INC
 
3,434

DUPONT (EI) DE NEMOURS &
 
3,431

EVERTEC INC
 
3,422

SCHLUMBERGER LTD
 
3,387

CDW CORPORATION
 
3,374

BOSTON SCIENTIFIC CORP
 
3,334

FNB CORP PA
 
3,273

BRISTOL-MYERS SQUIBB CO
 
3,214

RADIUS HEALTH INC
 
3,186

EQT CORPORATION
 
3,184

CITIGROUP CAP XIII 7.875
 
3,137

COMPASS MINERALS INTL INC
 
3,111

NEXTERA ENERGY
 
3,107

STARBUCKS CORP
 
3,101

METLIFE INC
 
3,061

COCA COLA BOTTLING CO CON
 
3,055

HOME DEPOT INC
 
3,034

ACCENTURE PLC CL A
 
3,030

ANALOG DEVICES INC
 
3,029

SCHWAB CHARLES CORP
 
3,029

EASTMAN CHEMICAL CO
 
3,009

EXLSERVICE HOLDINGS INC
 
3,009

COSTCO WHOLESALE CORP
 
2,930

MAXIMUS INC
 
2,881

EAST WEST BANCORP INC
 
2,863

STANLEY BLACK & DECKER
 
2,838

BANK OF NEW YORK MELLON
 
2,803

BIOGEN INC
 
2,766

CHUBB LTD
 
2,761

DISNEY (WALT) CO
 
2,748

REYNOLDS AMERICAN INC
 
2,729

GRAND CANYON EDUCATION
 
2,695

MOLSON COORS BREWING CO B
 
2,684

CSRA INC
 
2,640

UNITED CONTINENTAL HLDGS
 
2,636

FIDELITY NATL INFORM SVCS
 
2,607

GREAT WESTERN BANCORP INC
 
2,575

HELEN OF TROY LTD
 
2,525

EATON CORP PLC
 
2,468

AVALONBAY COMMUNITIES REI
 
2,458

WALGREENS BOOTS ALLIANCE
 
2,433

INTERCONTINENTAL EXCHANGE
 
2,431

WESTERN ALLIANCE BANCORP
 
2,429

MASCO CORPORATION
 
2,399

 
 
 (Continued)

17




 
 
 Current Value
COMMON STOCK (Continued):
 
(in thousands)
CANADIAN PAC RAILWAY (W/I
 
$
2,371

KEYCORP
 
2,355

US FOODS HOLDING CORP
 
2,308

NEUROCRINE BIOSCIENCES
 
2,293

TE CONNECTIVITY LTD
 
2,224

ABBOTT LABORATORIES
 
2,199

CONCHO RESOURCES INC
 
2,175

E TRADE FINANCIAL CORP
 
2,139

EAGLE MATERIALS INC
 
2,125

HANGER INC
 
2,116

TWENTY FIRST CENTURY FOX
 
2,116

ALDER BIOPHARMACEUTICALS
 
2,105

VERTEX PHARMACEUTICALS
 
2,083

GENERAL DYNAMICS CORPORAT
 
2,077

ANADARKO PETROLEUM CORP
 
2,060

PROCTER & GAMBLE CO
 
2,060

CALLIDUS SOFTWARE INC
 
2,056

EXTRACTION OIL & GAS
 
2,054

CARRIAGE SERVICES INC
 
2,050

CATALENT INC
 
2,046

AETNA INC
 
2,043

KROGER CO
 
2,030

FIRSTCASH INC
 
2,028

ROYAL CARIBBEAN CRUISES
 
1,990

TAKE-TWO INTERACTV SOFTWR
 
1,981

EDISON INTL
 
1,978

ESSENT GROUP LTD
 
1,965

BANK OF NT BUTTERFIELD SO
 
1,959

DISH NETWORK CORP A
 
1,959

HARTFORD FINL SVCS GROUP
 
1,945

HUMANA INC
 
1,863

ALLEGION PLC
 
1,860

CALLON PETROLEUM CO
 
1,839

BLUE HILLS BANCORP INC
 
1,813

ON SEMICONDUCTOR CORP
 
1,812

CORNERSTONE ONDEMAND INC
 
1,802

GRAPHIC PACKAGING HLDGS C
 
1,796

UNITED NATURAL FOODS INC
 
1,780

GENERAL MOTORS CO
 
1,778

O'REILLY AUTOMOTIVE INC
 
1,768

MERCK & CO INC NEW
 
1,762

INVESTORS BANCORP INC NEW
 
1,756

CONSTELLATION BRANDS CL A
 
1,746

HP INC
 
1,722

OM ASSET MANAGEMENT PLC
 
1,701

DELPHI AUTOMOTIVE PLC
 
1,700

PATTERSON COMPANIES INC
 
1,686

OASIS PETROLEUM INC
 
1,679

PACCAR INC
 
1,674

KIMCO REALTY CORPORATION
 
1,654

 
 
(Continued)


18




 
 
 Current Value
COMMON STOCK
 
(in thousands)
CENTENNIAL RESOURCE DEV A
 
$
1,627

FIRST CITIZEN BANCSHARES
 
1,620

STIFEL FINANCIAL CORP
 
1,598

PG&E CORP
 
1,566

XCEL ENERGY INC
 
1,558

SVB FINL GROUP
 
1,519

CIENA CORP
 
1,504

ARAMARK
 
1,493

LOXO ONCOLOGY INC
 
1,479

DELTA AIR INC
 
1,445

KRAFT HEINZ CO
 
1,423

OLIN CORP
 
1,419

CROWN HOLDINGS INC
 
1,407

AMEREN CORP
 
1,398

COGENT COMM HOLD INC
 
1,393

CINEMARK HOLDINGS INC
 
1,384

AMERICAN WOODMARK
 
1,372

TESARO INC
 
1,372

WOLVERINE WORLD WIDE INC
 
1,354

BOSTON PRIVATE FINL HLDG
 
1,350

TRANSCANADA CORP
 
1,349

HSN INC
 
1,314

ARTHUR J GALLAGHAR AND CO
 
1,309

KAR AUCTION SERVICES INC
 
1,304

BANNER CORP
 
1,272

NORTHROP GRUMMAN CORP
 
1,261

SNYDERS LANCE INC
 
1,258

PERFORMANCE FOOD GROUP CO
 
1,219

ADVANCED DISPOSAL SVCS
 
1,218

PACKAGING CORP OF AMERICA
 
1,213

NMI HOLDINGS INC
 
1,210

FERRO CORP
 
1,204

NORTHSTAR REALTY FINANCE
 
1,200

WORKDAY INC CL A
 
1,181

MOOG INC CL A
 
1,171

PDC ENERGY INC
 
1,169

TOPBUILD CORP
 
1,168

JACK IN THE BOX INC
 
1,161

SNAP-ON INCORPORATED
 
1,151

DIEBOLD NIXDORF INC
 
1,142

RSP PERMIAN INC
 
1,138

MOSAIC CO NEW
 
1,117

CMS ENERGY CORP
 
1,107

ARIAD PHARMACEUTICALS INC
 
1,102

HACKETT GROUP INC
 
1,102

CHENIERE ENERGY INC
 
1,098

AMICUS THERAPEUTICS INC
 
1,084

PHILIP MORRIS INTL INC
 
1,040

MOTORCAR PARTS OF AMERICA
 
1,030

NVIDIA CORP
 
1,020

 
 
 (Continued)

19




 
 
 Current Value
COMMON STOCK
 
(in thousands)
PERFICIENT INC
 
$
1,016

WESTROCK CO
 
1,011

UMPQUA HOLDINGS CORP
 
1,008

KIMBERLY CLARK CORP
 
1,007

AGILENT TECHNOLOGIES INC
 
993

CAVIUM INC
 
984

CAMDEN NATIONAL CORP
 
973

SWIFT TRANSPORTATION CL A
 
943

HELIX ENERGY SOL GRP INC
 
942

LIONS GATE ENT CORP B
 
940

AVEXIS INC
 
936

ILLUMINA INC
 
932

NXP SEMICONDUCTORS NV
 
931

BIOMARIN PHARMACEUTICAL
 
922

FIRST FOUNDATION INC
 
921

TREEHOUSE FOODS INC
 
917

LANDSTAR SYSTEM INC
 
913

PULTEGROUP INC
 
901

TOLL BROTHERS INC
 
860

ALLEGIANT TRAVEL CO
 
849

PARK CITY GROUP INC
 
849

EVEREST REINSURANCE GROUP
 
845

OUTFRONT MEDIA INC
 
833

UNIVEST CORP PA
 
831

ARMSTRONG WORLD INDU INC
 
811

TIME WARNER INC
 
796

CORESITE REALTY CORP
 
779

AIR METHODS CORP
 
772

COHERENT INC
 
769

KEARNY FINANCIAL CORP
 
760

HANMI FIN CORPORATION
 
751

TEAM INC
 
751

SABRA HEALTHCARE REIT INC
 
750

FIRST BANCORP NC
 
747

EPAM SYSTEMS INC
 
728

CHURCHILL DOWNS INC
 
722

GILEAD SCIENCES INC
 
717

INNOSPEC INC
 
712

DEL FRISCOS RESTAURANT GP
 
711

BUILDERS FIRSTSOURCE
 
709

ALMOST FAMILY INC
 
707

GILDAN ACTIVEWEAR (US)
 
693

DR HORTON INC
 
692

ENTEGRA FINANCIAL CORP
 
687

LAM RESEARCH CORP
 
671

MIDLAND STATES BANCORP
 
669

CARDTRONICS PLC
 
660

ITT INC
 
652

MATTHEWS INTL CORP CL A
 
634

SIERRA BANCORP
 
613

 
 
(Continued)


20




 
 
 Current Value
COMMON STOCK
 
(in thousands)
PERFICIENT INC
 
$
609

WESTROCK CO
 
589

UMPQUA HOLDINGS CORP
 
586

KIMBERLY CLARK CORP
 
570

AGILENT TECHNOLOGIES INC
 
559

CAVIUM INC
 
551

CAMDEN NATIONAL CORP
 
549

SWIFT TRANSPORTATION CL A
 
548

HELIX ENERGY SOL GRP INC
 
546

LIONS GATE ENT CORP B
 
520

AVEXIS INC
 
463

ILLUMINA INC
 
443

NXP SEMICONDUCTORS NV
 
440

BIOMARIN PHARMACEUTICAL
 
429

FIRST FOUNDATION INC
 
425

TREEHOUSE FOODS INC
 
423

LANDSTAR SYSTEM INC
 
404

PULTEGROUP INC
 
401

TOLL BROTHERS INC
 
398

ALLEGIANT TRAVEL CO
 
394

PARK CITY GROUP INC
 
391

EVEREST REINSURANCE GROUP
 
376

OUTFRONT MEDIA INC
 
373

UNIVEST CORP PA
 
372

ARMSTRONG WORLD INDU INC
 
365

TIME WARNER INC
 
361

CORESITE REALTY CORP
 
349

AIR METHODS CORP
 
349

COHERENT INC
 
346

KEARNY FINANCIAL CORP
 
343

HANMI FIN CORPORATION
 
333

TEAM INC
 
316

SABRA HEALTHCARE REIT INC
 
305

FIRST BANCORP NC
 
304

EPAM SYSTEMS INC
 
303

CHURCHILL DOWNS INC
 
302

GILEAD SCIENCES INC
 
279

INNOSPEC INC
 
244

DEL FRISCOS RESTAURANT GP
 
226

BUILDERS FIRSTSOURCE
 
215

ALMOST FAMILY INC
 
214

GILDAN ACTIVEWEAR (US)
 
207

DR HORTON INC
 
190

ENTEGRA FINANCIAL CORP
 
186

LAM RESEARCH CORP
 
180

MIDLAND STATES BANCORP
 
175

CARDTRONICS PLC
 
174

ITT INC
 
157

MATTHEWS INTL CORP CL A
 
150

SIERRA BANCORP
 
131

 
 
(Continued)

21




 
 
 Current Value
COMMON STOCK
 
(in thousands)
DEL TACO RESTAURANTS INC
 
$
128

SKECHERS USA INC CL A
 
107

HOMETRUST BANCSHARES INC
 
106

SUNOPTA INC
 
102

PB BANCORP INC
 
52

CODEXIS INC
 
47

NCI INC CL A
 
46

LIBERTY TAX INC CL A
 
15

RIGEL PHARMACEUTICALS INC
 
10

BIOSCRIP INC
 
3

           TOTAL COMMON STOCK
 
$
917,312

 
 
 
 
 
 
DEBT SECURITIES
 
 
USTN 1.75% 11/30/21
 
11,552

UST NOTE 0.75% 08/31/18
 
10,930

UST NOTES 1.0% 08/15/18
 
9,421

USTN .625% 9/30/17
 
7,989

USTN .625% 5/31/17
 
7,001

CA ST 7.55% 4/1/39
 
6,732

USTN .875% 2/28/17
 
6,504

USTN .75% 09/30/18
 
6,157

FHR 2013-4283 EW VAR 12/4
 
5,764

FNMA 30YR 4.5 06/4 AL8840
 
4,177

RIO OIL FN STEP 7/24 144A
 
3,951

VERIZON COM 4.27% 1/15/36
 
3,949

FNMA 30YR 4.5 02/4 AL9368
 
3,839

FNR 2013-10 FA VAR 02/43
 
3,740

AOL TIME WARNER 7.7 5/01/
 
3,655

IMPERIAL TOB 4.257/2 14L
 
3,608

USTN 0.875% 05/15/17
 
3,514

BAC CAP TR XI 6.625 5/23/
 
3,457

FHLM ARM 2.917 08/ 2B4503
 
3,273

TIME WARNER CAB 8.75 2/14
 
2,885

RIO OIL FIN VAR 1/6/ 1A
 
2,850

FNMA 4.50% 3/41 #AH6790
 
2,814

CAPITAL ONE 3.5% 6/23 WI
 
2,792

FHLM ARM 3.056 05/ 849327
 
2,729

BOSTON PRP 5.625 11/15/20
 
2,700

RBS GPR PLC 6.125 12/15/2
 
2,682

FHLM ARM 2.673 07/ 840353
 
2,675

FHR 2005-2957 VZ 5% 02/35
 
2,670

FNMA 20YR 4.5 10/3 AL4165
 
2,665

XEROX CORP 6.35% 5/15/18
 
2,635

FORD MTR CR LLC 5.875 8/2
 
2,621

VERIZON COMM 6.55 9/15/43
 
2,587

 
 
 (Continued)


22




 
 
 Current Value
DEBT SECURITIES
 
(in thousands)
FNMA ARM 2.877 5/4 AL8815
 
$
2,519

BNP PARIBAS 4.25 10/15/24
 
2,503

FNMA ARM 9/43#AL4098
 
2,498

KINDER MORGAN 5.625 15
 
2,470

DIAMOND 1/2 FIN 4.42 61
 
2,455

SLM MEDIUM 8.45 6/15/18
 
2,397

FHLG 4.00 10/26 #G14585
 
2,339

FNMA 30YR 4.5% #AL9096
 
2,332

IL ST 5.665 03/01/18
 
2,302

WELLS FARGO BK 2.15 129
 
2,298

FNMA 30YR 4.5 04/4 AS7039
 
2,260

KINDER MORGAN 5.4% 9/1/44
 
2,248

TELECOM ITALIA CAP 7.175
 
2,243

FNMA 6.00% 3/34 #725229
 
2,217

FNR 2005-87 FB 1ML+50 5
 
2,206

HSBC HLDGS 6.5% 5/02/36
 
2,186

FNMA 30YR 4.5 10/4 AL6292
 
2,127

FNMA 30YR 4.5 01/4 AL7545
 
2,109

UNION PAC 07-3 6.176 1/2/
 
2,106

FNMA 20YR 4 11/01/ MA2455
 
2,084

FNMA 15YR 4% 05/27#AL5957
 
2,074

FNMA ARM 2.749 11/ AL8451
 
2,056

FHLG 30YR 4.5 12/4 G60384
 
2,047

FHL ARM 2.88 10/44#849505
 
2,035

FNMA 30YR 3.81 04/ 467786
 
2,034

BANK OF AMER MTN 7.625 6/
 
2,000

VULCAN MATERIAL 7.5 6/15/
 
1,913

FHLG 20YR 4.5 12/3 G30670
 
1,874

FED DEPT ST 6.9% 4/01/29
 
1,869

NJ TPK 7.102% 01/01/41
 
1,854

BHP BL VAR/6.75 10/1 14P
 
1,824

PETROLEOS MEXN 6.375 15
 
1,820

BNP PARIBS 4.375 9/2 14P
 
1,812

CEMEX FIN LLC 6 04/0 14X
 
1,798

FNMA 20YR 4% 03/34#MA1814
 
1,753

COX COMMUNICT 3.85 2/1/25
 
1,739

ZOETIS INC 4.5% 11/13/25
 
1,720

MYRIAD INT 5.5 7/21/ 1A
 
1,712

FNMA 7.00% 3/37 #888369
 
1,706

MYRIAD INT HLDGS 6 7 1A
 
1,704

WELLS FARGO & CO MTN 4.S
 
1,695

TRANSCANADA 5.625/VAR 5A
 
1,692

ROYAL BK SC 6% 12/19/23
 
1,686

LLOYDS BANK PLC 4.5 114
 
1,679

FNMA ARM 2.938 1/1 AL6377
 
1,658

HSBC HLDGS 6.5% 9/15/37
 
1,640

BARCLAYS PLC 4.375 9/11/2
 
1,635

REED ELSEVIE 3.125% 10/22
 
1,632

FHLG 5.50% 1/40 #G07074
 
1,592

IL ST TAXMUNI 5.1 6/01/33
 
1,591

 
 
 (Continued)

23




 
 
 Current Value
DEBT SECURITIES
 
(in thousands)
TELECOM ITAL 5.303 0 14M
 
$
1,588

BANK ONE CAP III 8.75 9/1
 
1,572

FNMA 5.50% 6/33 #555531
 
1,569

ENEL FIN INTL 6 10/7 144A
 
1,539

DOMINION RES 5.75/VAR 1N
 
1,538

CEMEX SAB 5.7 01/11/ 1A
 
1,486

PETROLEOS MEX 4.25 01/I
 
1,448

FNMA ARM 3.575 3/4 AL6357
 
1,447

COX COMM 3.25 12/15/ 144
 
1,435

FNMA 20YR 4% 12/35#AS6382
 
1,429

FHLG 30YR 5.5 05/3 G07404
 
1,427

FNMA 20YR 4.00 12/ MA0587
 
1,416

CIGNA CORP 7.875% 5/15/27
 
1,413

IL ST 5.365 03/01/17
 
1,408

CIGNA 5.875% 3/15/41
 
1,406

FNMA 5.50 5/23 #889527
 
1,396

DOW CHEMICAL 9.4% 5/39
 
1,394

FNMA 30YR 4.5 09/4 AL7384
 
1,387

FHLG ARM 2.88 11/4 2B3527
 
1,347

MAY DEPT STORES 6.9 1/15/
 
1,333

PEMEX PRO FDG 6.625 6/15/
 
1,330

BURLINGTON NORTH SAN 4.1
 
1,305

FHLG ARM 2.91 10/4 2B3311
 
1,286

COX COM 9.375 1/15/1 144A
 
1,276

FNMA ARM 2.777% #AL6245
 
1,276

FNMA 20YR 4.5 01/3 AL4549
 
1,262

KINDER MORGAN MTN 6.5 9/0
 
1,261

DOW CHEMICAL 8.55% 5/19
 
1,260

BNSF RAILWAY CO 5.996 4/0
 
1,256

FNMA 20YR 4% 06/35#AL6932
 
1,249

FNMA 20YR 4% 10/32#AL4778
 
1,248

FNMA 5.50 10/23 #995405
 
1,230

FHLG 30YR 4.5 07/4 G07504
 
1,216

PETROBRAS INTL 5.375 1/27
 
1,198

AT&T CORP 8/8.5% 11/15/31
 
1,195

FHLG 30YR 4.5 01/4 G08568
 
1,189

WELLS FARGO 3ML+65 12/19
 
1,178

DIAMOND FN 1/2 5.45 15
 
1,166

FHLG 20YR 4 10/31 #C91402
 
1,165

MAY DEPT STR GLBL 6.65 7/
 
1,145

TIME WARNER MTN 8.25 4/1/
 
1,135

TELECOM ITALI 6.999 6/4/1
 
1,113

FNR 2010-123 WT 7% 11/40
 
1,105

ERP OPERAT LP 4.625 12/15
 
1,103

FHLM ARM 2.896 02/ 2B3797
 
1,092

ULTRAPAR INTL 5.25 1 14R
 
1,078

HSBC HLDGS PLC 6.8 6/01/3
 
1,075

AT&T INC 4.5% 03/09/48
 
1,063

FNMA ARM 07/42#AO7669
 
1,052

NORDSTROM GLB 6.25 1/18
 
1,047

 
 
 (Continued)


24




 
 
 Current Value
DEBT SECURITIES
 
(in thousands)
TIME WARNER CAB 6.75 6/15
 
$
1,045

ACTAVIS FUNDING 3.45 03/2
 
1,014

FNMA 3.5 09/28#AL5931
 
971

21ST CENTY FOX 6.65 117
 
952

AT&T INC 5.65% 02/15/47
 
937

LLOYDS BANK PLC 4.65 03S
 
936

PEMEX 6.5% 03/13/27 144A
 
928

FNMA 5.50 3/24 #AE0467
 
919

HP ENTERPRISE CO VAR 10P
 
915

FHLG 30YR 4.5 11/4 G07596
 
914

FNMA 4.5 09/28#AL4147
 
910

ENEL FIN INTL6.8 9/1 144A
 
879

TELECOM ITALI 7.721 6/4/3
 
878

CCO LLC/CAPITL 4.908 07O
 
868

FNMA 20YR 4.5 01/3 MA0634
 
865

XEROX CORP 4.5% 5/15/21
 
857

CAPITAL ONE FIN 4.2 105
 
852

PETROLEOS MEX 5.625 1/2S
 
851

CEMEX SAB 6.125 05/0 14X
 
792

COMCAST CORP 6.3 11/15/17
 
781

TRANSCANADA TR 5.875/VAA
 
780

CCO LLC/CAPITL 6.484 10O
 
779

FNMA ARM 5.26 9/38 965097
 
777

FNMA 30YR 4.5 09/4 AL9407
 
775

AT&T INC 5.35% 9/01/40
 
769

FNMA 4.00 2/27 #AL2689
 
764

FHLG 6.00% 11/36 #G02385
 
736

TURLOCK 2.75 11/02/22
 
717

ERP OPER LP 3% 4/15/23
 
690

MACYS RETAIL HLDGS 7 2/15
 
686

21ST CENTY FOX 6.2 12/4
 
675

FNMA ARM 2.189 07/ AO7685
 
652

ACTAVIS FUNDING 3.8 035
 
650

FNMA 20YR 4.5 10/3 AL5861
 
643

PETROBRAS BV 4.375 05/2S
 
633

FNMA 20YR 4 06/34 #AS2666
 
594

FHLG 15YR 4% 12/26#G14668
 
591

KINDER MORGAN 4.3 6/1/25
 
591

FNMA ARM 2.181 04/ AL6208
 
589

FHLG 30YR 4.5 03/4 G07686
 
571

NJ TPK SER F 7.414 01/01/
 
542

FORD MTR CR LLC 4.25 9/20
 
540

HSBC HLDGS PLC 5.1 4/05/2
 
540

CEMEX SAB 6.5 12/10/ 14X
 
529

AT&T INC 4.75% 05/15/46
 
520

DOMINION RESOURCE STEP N
 
520

CAPITAL ONE FIN 4.75 7/15
 
513

PROVIDENT COMPA 7.25 3/15
 
512

FHLG 5.50% 1/35 #G01749
 
509

FHLM ARM 5.42 3/38 1Q1114
 
496

 
 
 (Continued)


25




 
 
 Current Value
DEBT SECURITIES
 
 
BANK OF AMERICA 5.625 7/0
 
$
494

FNMA ARM 4.84 9/35 AL2084
 
492

FHLG 4.0 12/1/26 #G14678
 
484

CIGNA 4% 2/15/22
 
470

TELECOM ITALI 7.2 7/18/36
 
468

BANK AMER FDG 4.2 08/26/2
 
458

FNR 2008-16 AB 5.5% 12/37
 
453

PEMEX 6.875% 8/4/26 144A
 
448

CRH AMER 3.875 5/18/ 1A
 
432

REED ELSEVIER C 8.625 1/1
 
410

FNMA ARM 2.907 9/4 AT7040
 
378

FNMA 5.50% 6/40 #AE0607
 
353

CITIGROUP 4.05 7/30/22
 
336

UST BILL 0% 02/23/17
 
330

SLM MEDIUM 4.625 9/25/17
 
330

TIME WARNER CAB 4 9/01/21
 
318

COX COMMUN 2.95 6/23 144A
 
306

EXP-IMP BANK KOREA 4 1/11
 
300

FORD MTR CR LLC 5.75 2/01
 
274

FNMA ARM 5.36 10/3 995006
 
253

FNMA ARM 6/1/39 #AL1845
 
229

FEDERATED RTL 6.375 3/15/
 
185

FNMA 5.194 1/18 #745629
 
122

FHLG 6.00% 1/39 #G06932
 
115

FHLG 6.00% 2/39 #G06570
 
109

FNMA 6.50% 8/39 #AD0130
 
67

USTBILL 0% 03/16/17
 
30

FHLG 6.50% 2/38 #H09152
 
28

TOTAL DEBT SECURITIES
 
$
354,412

 
 
 
OTHER INVESTMENTS:
 
 
  CASH/CASH EQUIVALENTS
 
24,758

  SELF DIRECTED BROKERAGE ACCOUNT
 
145,512

  PARTICIPANT LOANS (INTEREST RANGING FROM 4.25% TO 10.02%
 
 
    AND MATURITY DATES RANGING FROM JANUARY 2017 - JUNE 2044)
 
258,234

     Total other investments
 
$
428,504

 
 
 
TOTAL INVESTMENTS
 
$
8,940,322

 
 
 
* Known party in-interest
 
 


26




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 21, 2017
 
By:
/S/    THOMAS E. ROOS
 
 
 
Thomas E. Roos
Senior Vice President and Chief Accounting Officer



27