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Fair Value

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                               Document and Entity Information


                                                                                            6 Months Ended
                               Document and Entity Information
                                                                                               Jun. 30, 2010
Document Type                                                                      10-Q
Amendment Flag                                                                     FALSE
Document Period End Date                                                           6/30/2010
Document Fiscal Year Focus                                                         2010
Document Fiscal Period Focus                                                       Q2
Trading Symbol                                                                     UNH
Entity Registrant Name                                                             UNITEDHEALTH GROUP INC
Entity Central Index Key                                                           731766
Current Fiscal Year End Date                                                       -19
Entity Filer Category                                                              Large Accelerated Filer
Entity Common Stock, Shares Outstanding


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Jul. 30, 2010




1,124,267,834
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                     Condensed Consolidated Balance Sheets (Parenthetical)


                Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
                                                                                   Jun. 30, 2010   Dec. 31, 2009
                                 In Millions, except Per Share data
Preferred stock, par value                                                                 $0.00           $0.00
Preferred stock, shares authorized                                                            10              10
Preferred stock, shares issued                                                                 0               0
Preferred stock, shares outstanding                                                            0               0
Common stock, par value                                                                    $0.01           $0.01
Common stock, shares authorized                                                            3,000           3,000
Common stock, issued                                                                       1,115           1,147
Common stock, outstanding                                                                  1,115           1,147


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               Condensed Consolidated Statements of Changes in Shareholders' Equity (Parenthetical)


          Condensed Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) (USD $)
                                                         In Millions
Unrealized holding gains on investment securities during the period, tax expense
Reclassification adjustment for net realized gains included in net earnings, tax expense


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                 3 Months Ended               6 Months Ended
            Jun. 30, 2010 Jun. 30, 2009 Jun. 30, 2010 Jun. 30, 2009
                       $65           $46           $82           $84
                      $5             $1           $19            $2
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                                   Condensed Consolidated Statements of Cash Flows


                                Condensed Consolidated Statements of Cash Flows (USD $)
                                                       In Millions
Operating activities
Net earnings
Noncash items:
Depreciation and amortization
Deferred income taxes
Share-based compensation
Other
Net change in other operating items, net of effects from acquisitions and changes in AARP balances:
Accounts receivable
Other assets
Medical costs payable
Accounts payable and other liabilities
Other policy liabilities
Unearned revenues
Cash flows from operating activities
Investing activities
Cash paid for acquisitions, net of cash assumed
Purchases of property, equipment and capitalized software
Purchases of investments
Sales of investments
Maturities of investments
Cash flows used for investing activities
Financing activities
Proceeds from (repayments of) commercial paper, net
Payments for retirement of long-term debt
Proceeds from interest rate swap termination
Common stock repurchases
Proceeds from common stock issuances
Share-based compensation excess tax benefit
Customer funds administered
Dividends paid
Checks outstanding
Other
Cash flows used for financing activities
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period


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                  6 Months Ended
            Jun. 30, 2010     Jun. 30, 2009


                   $2,314            $1,843


                       497              483
                        59              114
                       167              180
                         9                7


                      -789             -720
                       -70             -407
                        41              770
                       -14             -276
                       -97             -233
                      -189             -157
                     1,928            1,604


                      -165             -400
                      -343             -311
                     -3,258          -3,710
                      1,522           2,635
                     1,426            1,296
                      -818             -490


                       880              -39
                     -1,333            -900
                          0             513
                     -1,241          -1,504
                        106             183
                         6               27
                     1,108              674
                      -174              -36
                      -222             -189
                       -57              -22
                      -927           -1,293
                       183             -179
                     9,800            7,426
                   $9,983            $7,247
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                   Basis of Presentation, Use of Estimates and Significant Accounting Policies



                   Basis of Presentation, Use of Estimates and Significant Accounting Policies

Basis of Presentation, Use of Estimates and Significant Accounting Policies




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                                                                  6 Months Ended
                                                                   Jun. 30, 2010
           1.   Basis of Presentation, Use of Estimates and Significant Accounting Policies
           Basis of Presentation


           The accompanying Condensed Consolidated Financial Statements include the consolidated accounts of UnitedHealth Group
           Incorporated and its subsidiaries (the Company). The Company has eliminated intercompany balances and transactions.
           The year end condensed consolidated balance sheet data was derived from audited financial statements, but does not
           include all disclosures required by U.S. Generally Accepted Accounting Principles (U.S. GAAP). In accordance with the rules
           and regulations of the U.S. Securities and Exchange Commission (SEC), the Company has omitted certain footnote
           disclosures that would substantially duplicate the disclosures contained in its annual audited Consolidated Financial
           Statements. As such, these Condensed Consolidated Financial Statements should be read together with the Consolidated
           Financial Statements and the Notes included in the Company’s Annual Report on Form 10-K for the year ended December
           31, 2009 as filed with the SEC (2009 10-K). The accompanying Condensed Consolidated Financial Statements include all
           normal recurring adjustments necessary to present the interim financial statements fairly.
           Use of Estimates
           These Condensed Consolidated Financial Statements include certain amounts based on the Company’s best estimates and
           judgments. The Company’s most significant estimates relate to medical costs, medical costs payable, revenues, goodwill,
           other intangible assets, investments, income taxes and contingent liabilities. These estimates require the application of
           complex assumptions and judgments, often because they involve matters that are inherently uncertain and will likely change
           in subsequent periods. The impact of any changes in estimates is included in earnings in the period in which the estimate is
           adjusted.
           Recent Accounting Standards


           Recently Adopted Accounting Standards. In January 2010, the Financial Accounting Standards Board (FASB) issued
           Accounting Standards Update (ASU) No. 2010-06, “Improving Disclosures about Fair Value Measurements” (ASU 2010-06).
           This update amends the fair value guidance of the FASB Accounting Standards Codification (ASC) to require additional
           disclosures regarding (i) transfers in and out of Level 1 and Level 2 fair value measurements and (ii) activity in Level 3 fair
           value measurements. ASU 2010-06 also clarifies existing disclosure requirements regarding (i) the level of asset and liability
           disaggregation and (ii) fair value measurement inputs and valuation techniques. The new disclosures and clarifications of
           existing disclosures are effective for the Company’s fiscal year 2010, except for the disclosures about purchases, sales,
           issuances and settlements in the roll forward of activity in Level 3 fair value measurements, which will be effective for the
           Company’s fiscal year 2011. The Company’s fair value disclosures, including the new disclosures effective in 2010, have
           been included in Note 3 of Notes to the Condensed Consolidated Financial Statements.


           Recently Issued Accounting Standards. In October 2009, the FASB issued ASU No. 2009-13, “Multiple-Deliverable
           Revenue Arrangements” (ASU 2009-13). This update removes the criterion that entities must use objective and reliable
           evidence of fair value in separately accounting for deliverables and provides entities with a hierarchy of evidence that must
           be considered when allocating arrangement consideration. The new guidance also requires entities to allocate arrangement
           consideration to the separate units of accounting based on the deliverables’ relative selling price. The provisions will be
           effective for revenue arrangements entered into or materially modified in the Company’s fiscal year 2011 and must be
           applied prospectively. The Company is currently evaluating the impact of the provisions of ASU 2009-13.

           The Company has determined that all other recently issued accounting standards will not have a material impact on its
           Condensed Consolidated Financial Statements, or do not apply to its operations.
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                             Investments



                             Investments

Investments
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          2.     Investments
          A summary of short-term and long-term investments is as follows:



                                                                                 Amortized
                                                                                   Cost
          (in millions)
             30-Jun-10
               Debt securities — available-for-sale:
                   U.S. government and agency obligations                    $
                   State and municipal obligations
                   Corporate obligations
                   U.S. agency mortgage-backed securities
                   Non-U.S. agency mortgage-backed securities


               Total debt securities — available-for-sale


               Equity securities — available-for-sale
               Debt securities — held-to-maturity:
                   U.S. government and agency obligations
                   State and municipal obligations
                   Corporate obligations


               Total debt securities — held-to-maturity


               Total investments                                             $


               31-Dec-09
               Debt securities — available-for-sale:
                   U.S. government and agency obligations                    $
                   State and municipal obligations
                   Corporate obligations
                   U.S. agency mortgage-backed securities
                   Non-U.S. agency mortgage-backed securities


               Total debt securities — available-for-sale



               Equity securities — available-for-sale
               Debt securities — held-to-maturity:
                   U.S. government and agency obligations
                   State and municipal obligations
                   Corporate obligations
  Total debt securities — held-to-maturity


  Total investments                                                                         $


Included in the Company’s investment portfolio were securities collateralized by sub-prime home equity lines of credit with fair values of $7 million and $9 mil


The fair values of the Company’s mortgage-backed securities by credit rating and non-U.S. agency mortgage-backed securities by origination as of June 30,




(in millions)                                                                                                                   AAA
   2007                                                                                     $
  2006
  2005
  Pre-2005
  U.S agency mortgage-backed securities


  Total                                                                                     $


The amortized cost and fair value of available-for-sale debt securities as of June 30, 2010, by contractual maturity, were as follows:



                                                                                                                             Amortized
(in millions)                                                                                                                  Cost
   Due in one year or less                                                                  $
  Due after one year through five years
  Due after five years through ten years
  Due after ten years
  U.S. agency mortgage-backed securities
  Non-U.S. agency mortgage-backed securities


  Total debt securities — available-for-sale                                                $


The amortized cost and fair value of held-to-maturity debt securities as of June 30, 2010, by contractual maturity, were as follows:



                                                                                                                             Amortized
(in millions)                                                                                                                  Cost
   Due in one year or less                                                                  $
  Due after one year through five years
  Due after five years through ten years
  Due after ten years


  Total debt securities — held-to-maturity                                                  $




The fair value of available-for-sale investments with gross unrealized losses by investment type and length of time that individual securities have been in a co
                                                                                                                                 Fair
                                                                                                                                Value
(in millions)
   30-Jun-10
  Debt securities — available-for-sale:
       State and municipal obligations
       Corporate obligations


  Total debt securities — available-for-sale                                                 $


  Equity securities — available-for-sale                                                     $


  31-Dec-09
  Debt securities — available-for-sale:
       U.S. government and agency obligations                                                $
       State and municipal obligations
       Corporate obligations
       U.S. agency mortgage-backed securities
       Non-U.S. agency mortgage-backed securities


  Total debt securities — available-for-sale                                                 $


  Equity securities — available-for-sale                                                     $


Investments classified as held-to-maturity have been excluded from the above analysis. These investments are predominantly held in U.S. government or ag
The unrealized losses from all securities as of June 30, 2010 were generated from approximately 460 positions out of a total of approximately 13,000 position
the state and municipal obligations and the corporate obligations, noting neither a significant deterioration since purchase nor other factors leading to an othe
As of June 30, 2010, the Company’s holdings of non-U.S. agency mortgage-backed securities included $8 million of commercial mortgage loans in default. T
A portion of the Company’s investments in equity securities and venture capital funds consists of investments held in various public and nonpublic companies
Net realized gains, before taxes, were from the following sources:




(in millions)                                                                                                                   2010
   Total OTTI                                                                                $
  Portion of loss recognized in other comprehensive income


  Net OTTI recognized in earnings
  Gross realized losses from sales
  Gross realized gains from sales


  Net realized gains                                                                         $


For the three and six months ended June 30, 2010 and 2009, all of the recorded OTTI charges resulted from the Company’s intent to sell certain impaired se
Amortized                  Gross
  Cost                   Unrealized
                           Gains



             1,767   $
             5,927
             3,834
             1,805
               500


            13,833


              451


              170
               16
               20


              206


            14,490   $




             1,566   $
             6,080
             3,278
             1,870
               535


            13,329



              579


              158
               17
               24
                                                                      199


                                                                   14,107                       $


me equity lines of credit with fair values of $7 million and $9 million as of June 30, 2010 and December 31, 2009, respectively. Also included were Alt-A securities with fair val


gency mortgage-backed securities by origination as of June 30, 2010 were as follows:




                                  AAA                                                                                                 A
                                                                       76                       $
                                                                      136
                                                                      140
                                                                      126
                                                                    1,882


                                                                    2,360                       $


 contractual maturity, were as follows:



                              Amortized                                                                                             Fair
                                Cost                                                                                               Value
                                                                    1,273                       $
                                                                    4,754
                                                                    3,251
                                                                    2,250
                                                                    1,805
                                                                      500


                                                                   13,833                       $


ontractual maturity, were as follows:



                              Amortized                                                                                             Fair
                                Cost                                                                                               Value
                                                                       76                       $
                                                                       93
                                                                       27
                                                                       10


                                                                      206                       $




pe and length of time that individual securities have been in a continuous unrealized loss position were as follows:
                                                                            Less Than 12 Months
                                  Fair                                                                                               Gross
                                 Value                                                                                            Unrealized
                                                                                                                                   Losses



                                                                       153
                                                                       217


                                                                       370                       $


                                                                       174                       $




                                                                       437                       $
                                                                       392
                                                                       304
                                                                       355
                                                                       134


                                                                     1,622                       $


                                                                       169                       $


e investments are predominantly held in U.S. government or agency obligations. Additionally, the fair values of these investments approximate their amortized cost.
 tely 460 positions out of a total of approximately 13,000 positions. The Company believes that it will collect all principal and interest due on all investments that have an amort
deterioration since purchase nor other factors leading to an other-than-temporary impairment (OTTI). As of June 30, 2010, the Company did not have the intent to sell any of t
s included $8 million of commercial mortgage loans in default. These investments were acquired in the first quarter of 2008 pursuant to an acquisition and were recorded at fa
s of investments held in various public and nonpublic companies concentrated in the areas of health care services and related information technologies. Market conditions tha




                                                                                                     Three Months Ended
                                                                                                           June 30,
                                  2010
                                                                         (4 )
                                                                          0


                                                                        (4 )
                                                                        (2 )
                                                                        22


                                                                        16


s resulted from the Company’s intent to sell certain impaired securities.
  Gross                  Gross
Unrealized             Unrealized
  Gains                 Losses



             36    $
             269
             215
             77
             27


             624


             18


              6
              0
              0


              6


             648   $




             12    $
             248
             149
             64
              8


             481



             12


              4
              0
              0
                                                                       4


                                                                    497                                                      $


ember 31, 2009, respectively. Also included were Alt-A securities with fair values of $17 million and $19 million as of June 30, 2010 and December 31, 2009, respectively.




                                  A                                                                                                                            BBB
                                                                       1                                                     $
                                                                       6
                                                                       1
                                                                       1
                                                                       0


                                                                       9                                                     $




                                 Fair
                                Value
                                                                  1,282
                                                                  4,984
                                                                  3,426
                                                                  2,347
                                                                  1,882
                                                                    527


                                                                 14,448




                                 Fair
                                Value
                                                                      77
                                                                      96
                                                                      28
                                                                      11


                                                                    212




were as follows:
                                Gross
                              Unrealized
                               Losses



                                                                        (2 )
                                                                        (4 )


                                                                        (6 )


                                                                       (13 )




                                                                       (11 )
                                                                        (6 )
                                                                        (3 )
                                                                        (3 )
                                                                        (1 )


                                                                       (24 )


                                                                       (13 )


 fair values of these investments approximate their amortized cost.
will collect all principal and interest due on all investments that have an amortized cost in excess of fair value. The unrealized losses on investments in state and municipal ob
TI). As of June 30, 2010, the Company did not have the intent to sell any of the securities in an unrealized loss position.
in the first quarter of 2008 pursuant to an acquisition and were recorded at fair value. They represented less than 1% of the Company’s total mortgage-backed security holdin
alth care services and related information technologies. Market conditions that affect the value of health care and related technology stocks will likewise impact the value of th




  Three Months Ended
        June 30,
                                                                      2009
                 $                                                                                                            (5 )
                                                                                                                               0


                                                                                                                             (5 )
                                                                                                                            (19 )
                                                                                                                             27


                 $                                                                                                            3
              6 Months Ended
                   Jun. 30, 2010




  Gross
Unrealized
 Losses



               0
              (4 )
              (5 )
               0
               0


              (9 )


             (14 )


               0
               0
               0


               0


             (23 )




             (11 )
             (11 )
              (6 )
              (3 )
              (5 )


             (36 )



             (14 )


               0
               0
               0
                                           0


                                         (50 )


0 and December 31, 2009, respectively.




                                                       Non-
                                                     Investment
                           BBB                          Grade
                                           9     $
                                           0
                                           0
                                           0
                                           0


                                           9     $
                                                                                                               12 Months or Greater
                                                            Fair
                                                           Value




                                                                                                        77
                                                                                                        22


                 $                                                                                      99


                 $                                                                                      11




                 $                                                                                         4
                                                                                                       100
                                                                                                        69
                                                                                                         2
                                                                                                        86


                 $                                                                                     261


                 $                                                                                         1




es on investments in state and municipal obligations and corporate obligations as of June 30, 2010 were primarily caused by interest rate increases and not by unfavorable ch

any’s total mortgage-backed security holdings as of June 30, 2010.
gy stocks will likewise impact the value of the Company’s equity portfolio. The equity securities and venture capital funds were evaluated for severity and duration of unrealized




                                                                                                                                                                             Six


                                                                                                    2010
                                                                      $                                                               (5
                                                                                                                                       0


                                                                                                                                      (5
                                                                                                                                      (3
                                                                                                                                      62


                                                                      $                                                               54
    Fair
    Value




$            1,803
             6,192
             4,044
             1,882
               527


            14,448


              455


              176
               16
               20


              212


$           15,115




$            1,567
             6,317
             3,421
             1,931
               538


            13,774



              577


              162
               17
               24
                    203


     $            14,554




  Non-                         Total Fair
Investment                       Value
   Grade
             3             $
             17
             11
             0
             0


             31            $
or Greater
                                                         Gross
                                                      Unrealized
                                                       Losses



                                                                                                     (2 )
                                                                                                     (1 )


                $                                                                                    (3 )


                $                                                                                    (1 )




                $                                                                                     0
                                                                                                     (5 )
                                                                                                     (3 )
                                                                                                      0
                                                                                                     (4 )


                $                                                                                   (12 )


                $                                                                                    (1 )




sed by interest rate increases and not by unfavorable changes in the credit ratings associated with these securities. The Company evaluates impairment at each reporting pe



ds were evaluated for severity and duration of unrealized loss, overall market volatility and other market factors.




                                                      Six Months Ended
                                                           June 30,
                                                                                                                                     2009
                )                                                                                         $



                )
                )



                                                                                                          $
Total Fair
  Value


               89
              159
              152
               127
             1,882


             2,409
                                                                                                                                               Total
                                                                                                    Fair
                                                                                                   Value




                                                                                                                                     230
                                                                                                                                     239


                                                                     $                                                               469


                                                                     $                                                               185




                                                                     $                                                               441
                                                                                                                                     492
                                                                                                                                     373
                                                                                                                                     357
                                                                                                                                     220


                                                                     $                                                             1,883


                                                                     $                                                               170




ecurities. The Company evaluates impairment at each reporting period for securities where the fair value of the investment is less than its amortized cost. The Company eval



ctors.




                            2009
                                                               (37 )
                                                                 0


                                                               (37 )
                                                               (30 )
                                                                73


                                                                 6
     Total
                                                Gross
                                             Unrealized
                                              Losses



                                                                                     (4 )
                                                                                     (5 )


                $                                                                    (9 )


                $                                                                  (14 )




                $                                                                  (11 )
                                                                                   (11 )
                                                                                     (6 )
                                                                                     (3 )
                                                                                     (5 )


                $                                                                  (36 )


                $                                                                  (14 )




mortized cost. The Company evaluated the underlying credit quality of the issuers and the credit ratings of
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                              Fair Value



                              Fair Value

Fair Value
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          3.     Fair Value

          Fair values of available-for-sale debt and equity securities are based on quoted market prices, where available. The Company obtains one price for each secu
          used in the valuation methodologies include, but are not limited to, non-binding broker quotes, benchmark yields, credit spreads, default rates and prepaymen
          procedures and review of fair value methodology documentation provided by independent pricing services, the Company has not historically adjusted the pric
          In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determine


          The fair value hierarchy is as follows:
          Level 1 — Quoted (unadjusted) prices for identical assets/liabilities in active markets.
          Level 2 — Other observable inputs, either directly or indirectly, including:

                                                                                                       •


                                                                                                       •



                                                                                                       •



                                                                                                       •
          Level 3 — Unobservable inputs that cannot be corroborated by observable market data.


          The following table presents information about the Company’s financial assets and liabilities, excluding AARP Program-related assets and liabilities, which ar




          (in millions)
             30-Jun-10
               Cash and cash equivalents                                                                         $
               Debt securities — available-for-sale:
                   U.S. government and agency obligations
                   State and municipal obligations
                   Corporate obligations
                   U.S. agency mortgage-backed securities
                   Non-U.S. agency mortgage-backed securities


               Total debt securities — available-for-sale
               Equity securities — available-for-sale


               Total cash, cash equivalents and investments at fair value


               Interest rate swap assets
  Total assets at fair value                                                                          $


  Percentage of total assets at fair value


  Interest rate swap liabilities                                                                      $


  31-Dec-09
  Cash and cash equivalents                                                                           $
  Debt securities — available-for-sale:
       U.S. government and agency obligations
       State and municipal obligations
       Corporate obligations
       U.S. agency mortgage-backed securities
       Non-U.S. agency mortgage-backed securities


  Total debt securities — available-for-sale
  Equity securities — available-for-sale


  Total cash, cash equivalents and investments at fair value                                          $


  Percentage of total cash, cash equivalents and investments at fair value


There were no transfers between Levels 1 and 2 during the three and six months ended June 30, 2010.


The following methods and assumptions were used to estimate the fair value of each class of financial instrument:
Cash and Cash Equivalents. The carrying value of cash and cash equivalents approximates fair value as maturities are less than three months. Fair values
Debt Securities. The estimated fair values of debt securities held as available-for-sale are based on quoted market prices and/or other market data for the s
Equity Securities. Equity securities are held as available-for-sale investments. Fair value estimates for Level 1 and Level 2 publicly traded equity securities
Company’s market modeling include, as applicable, transactions for comparable companies in similar industries and having similar revenue and growth chara
Interest Rate Swaps. Fair values of the Company’s interest rate swaps are estimated using the terms of the swaps and publicly available market yield curve


A reconciliation of the beginning and ending balances of assets measured at fair value on a recurring basis using Level 3 inputs is as follows:




(in millions)
   30-Jun-10
  Balance at beginning of period                                                                      $
  Sales, net
  Net unrealized gains in accumulated other comprehensive income
  Net realized gains in investment and other income


  Balance at end of period                                                                            $


  30-Jun-09
  Balance at beginning of period                                                                      $
  Purchases (sales), net
  Net unrealized gains in accumulated other comprehensive income
  Net realized losses in investment and other income
  Balance at end of period                                                                               $


There were no transfers into or from Level 3 for the three and six months ended June 30, 2010 and 2009.
There were no significant fair value adjustments recorded during the three and six months ended June 30, 2010 or 2009, for non-financial assets and liabilitie
The table below includes fair values for certain financial instruments for which it is practicable to estimate fair value. The carrying values and fair values of the




(in millions)
   Assets
  Debt securities — available-for-sale                                                                   $
  Equity securities — available-for-sale
  Debt securities — held-to-maturity
  AARP Program-related investments
  Interest rate swap assets


  Liabilities
  Senior unsecured notes
  Interest rate swap liabilities


In addition to the previously described methods and assumptions for debt and equity securities and interest rate swaps, the following are the methods and as
AARP Program-related Investments. AARP Program-related investments consist of debt and equity securities held to fund costs associated with the AARP
Senior Unsecured Notes. The fair values of the senior unsecured notes are estimated based on third-party quoted market prices for the same or similar iss
The carrying amounts reported in the Condensed Consolidated Balance Sheets for cash and cash equivalents, accounts and other current receivables, unea
where available. The Company obtains one price for each security primarily from a third-party pricing service (pricing service), which generally uses quoted or other observable
 enchmark yields, credit spreads, default rates and prepayment speeds. As the Company is responsible for the determination of fair value, it performs quarterly analyses on th
 g services, the Company has not historically adjusted the prices obtained from the pricing service.
ue hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s




                 Quoted prices for similar assets/liabilities in active markets;


                 Quoted prices for identical or similar assets in non-active markets (e.g., few transactions, limited information, non-current
                 prices, high variability over time);

                 Inputs other than quoted prices that are observable for the asset/liability (e.g., interest rates, yield curves, volatilities, default
                 rates); and

                 Inputs that are derived principally from or corroborated by other observable market data.



cluding AARP Program-related assets and liabilities, which are measured at fair value on a recurring basis, according to the valuation techniques the Company used to determ



                                                                      Quoted Prices
                                                                         in Active
                                                                         Markets
                                                                         (Level 1)


                                                                                                                                                  9,545


                                                                                                                                                  1,201
                                                                                                                                                          0
                                                                                                                                                      19
                                                                                                                                                          0
                                                                                                                                                          0


                                                                                                                                                  1,220
                                                                                                                                                    267


                                                                                                                                                 11,032


                                                                                                                                                          0
                                                                                                                                          11,032


                                                                                                                                              44


                                                                                                                                                0



                                                                                                                                           9,135


                                                                                                                                           1,024
                                                                                                                                                0
                                                                                                                                              18
                                                                                                                                                0
                                                                                                                                                0


                                                                                                                                           1,042
                                                                                                                                             262


                                                                                                                                          10,439


                                                                                                                                              43


0, 2010.


nancial instrument:
air value as maturities are less than three months. Fair values of cash equivalent instruments that do not trade on a regular basis in active markets are classified as Level 2.
ed on quoted market prices and/or other market data for the same or comparable instruments and transactions in establishing the prices. Fair values of debt securities that do
mates for Level 1 and Level 2 publicly traded equity securities are based on quoted market prices and/or other market data for the same or comparable instruments and transa
 imilar industries and having similar revenue and growth characteristics; similar preferences in the capital structure; discounted cash flows; liquidation values and milestones e
e terms of the swaps and publicly available market yield curves. Because the swaps are unique and not actively traded, the fair values are classified as Level 2 estimates.


urring basis using Level 3 inputs is as follows:



                                                                                                                                                                Three Months E
                                                                        Debt
                                                                      Securities


                                                                                                                                             114
                                                                                                                                               (9
                                                                                                                                                0
                                                                                                                                                2


                                                                                                                                             107



                                                                                                                                              60
                                                                                                                                                0
                                                                                                                                                0
                                                                                                                                                0
                                                                                                                                                60


and 2009.
d June 30, 2010 or 2009, for non-financial assets and liabilities or financial assets and liabilities that are measured at fair value on a nonrecurring basis. These assets and liab
 estimate fair value. The carrying values and fair values of these financial instruments were as follows:



                                                                                                       30-Jun-10
                                                                       Carrying
                                                                        Value


                                                                                                                                           14,448
                                                                                                                                              455
                                                                                                                                              206
                                                                                                                                            2,386
                                                                                                                                                35



                                                                                                                                           10,712
                                                                                                                                                 2


and interest rate swaps, the following are the methods and assumptions used to estimate the fair value of the other financial instruments:
 equity securities held to fund costs associated with the AARP Program (see Note 10 of Notes to the Condensed Consolidated Financial Statements). The Company elected t
on third-party quoted market prices for the same or similar issues.
 sh equivalents, accounts and other current receivables, unearned revenues, accounts payable and accrued liabilities approximate fair value because of their short-term natur
                                                                                                                                                                        6 Months
                                                                                                                                                                          Jun. 30


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 tra
 f fair value, it performs quarterly analyses on the prices received from the pricing service to determine whether the prices are reasonable estimates of fair value. Specifically,

 e measurement in its entirety. The Company’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including th




 luation techniques the Company used to determine their fair values. See Note 10 of Notes to the Condensed Consolidated Financial Statements for further detail on AARP.



                                                                                Other
                                                                            Observable
                                                                               Inputs
                                                                              (Level 2)


                                                $                                                                 438


                                                                                                                  602
                                                                                                                6,192
                                                                                                                3,926
                                                                                                                1,882
                                                                                                                  519


                                                                                                               13,121
                                                                                                                    2


                                                                                                               13,561


                                                                                                                   35
                                                   $                                                            13,596


                 %                                                                                                  55 %


                                                   $                                                                 2



                                                   $                                                               665


                                                                                                                   543
                                                                                                                 6,317
                                                                                                                 3,293
                                                                                                                 1,931
                                                                                                                   528


                                                                                                                12,612
                                                                                                                     3


                                                   $                                                            13,280


                 %                                                                                                  55 %




sis in active markets are classified as Level 2.
 he prices. Fair values of debt securities that do not trade on a regular basis in active markets are classified as Level 2.
he same or comparable instruments and transactions in establishing the prices. The fair values of Level 3 investments in venture capital portfolios are estimated using marke
 cash flows; liquidation values and milestones established at initial funding; and the assumption that the values of the Company’s venture capital investments can be inferred
 values are classified as Level 2 estimates.




                               Three Months Ended
                                                                               Equity
                                                                              Securities


                                                   $                                                               324
                 )                                                                                                (152 )
                                                                                                                     6
                                                                                                                     8


                                                   $                                                               186



                                                   $                                                               301
                                                                                                                     7
                                                                                                                      6
                                                                                                                     (5 )
                                               $                                                                     309




on a nonrecurring basis. These assets and liabilities are subject to fair value adjustments only in certain circumstances, such as when the Company records impairments.




                                                                                                                                                                           31
                                                         Fair                                                                         Carrying
                                                        Value                                                                          Value


                                   $                                       14,448                                          $
                                                                               455
                                                                               212
                                                                             2,386
                                                                                35



                                                                           11,186
                                                                                 2


struments:
Financial Statements). The Company elected to measure the AARP assets under management, of which the investments are a part, at fair value, pursuant to the fair value o


ate fair value because of their short-term nature. These assets and liabilities are not listed in the table above.
                                                 6 Months Ended
                                                   Jun. 30, 2010


  derives the security prices through recently reported trades for identical or similar securities, making adjustments through the reporting date based upon available observable
 ces are reasonable estimates of fair value. Specifically, the Company compares the prices received from the pricing service to prices reported by its custodian, its investmen

easurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.




dated Financial Statements for further detail on AARP.



                                                                 Unobservable
                                                                     Inputs
                                                                    (Level 3)



                                                      $                                   0


                                                                                          0
                                                                                          0
                                                                                         99
                                                                                          0
                                                                                          8


                                                                                       107
                                                                                       186


                                                                                       293


                                                                                          0
                                                  $                              293


                                                                                    1%


                                                  $                                 0



                                                  $                                 0


                                                                                    0
                                                                                    0
                                                                                 110
                                                                                    0
                                                                                   10


                                                                                 120
                                                                                 312


                                                  $                              432


                                                                                    2%




2.
s in venture capital portfolios are estimated using market modeling approaches that rely heavily on management assumptions and qualitative observations. These investmen
 Company’s venture capital investments can be inferred from these inputs. The Company’s remaining Level 3 equity securities holdings of $31 million mainly consist of prefer




                                                                 Total

                                                  $                              438
                                                                                 (161 )
                                                                                    6
                                                                                   10


                                                  $                              293



                                                  $                              361
                                                                                    7
                                                                                    6
                                                                                   (5 )
                                                      $                             369




 es, such as when the Company records impairments.




                                                          31-Dec-09
                    Carrying                                                               Fair
                     Value                                                                Value


                                            13,774              $                                                  13,774
                                               577                                                                     577
                                               199                                                                     203
                                             2,114                                                                   2,114
                                                  0                                                                      0



                                            11,173                                                                 11,043
                                                  0                                                                      0



ments are a part, at fair value, pursuant to the fair value option. See the preceding discussion regarding the methods and assumptions used to estimate the fair value of debt a
stments through the reporting date based upon available observable market information. For securities not actively traded, the pricing service may use quoted market prices
the pricing service to prices reported by its custodian, its investment consultant and third-party investment advisors. Additionally, the Company compares changes in the repo

ability.




                                                                                         Total Fair
                                                                                           Value




                                                                        $                                      9,983


                                                                                                               1,803
                                                                                                               6,192
                                                                                                               4,044
                                                                                                               1,882
                                                                                                                 527


                                                                                                              14,448
                                                                                                                 455


                                                                                                              24,886


                                                                                                                  35
                                                                      $                                     24,921


                                                                                                               100 %


                                                                      $                                          2



                                                                      $                                      9,800


                                                                                                             1,567
                                                                                                             6,317
                                                                                                             3,421
                                                                                                             1,931
                                                                                                               538


                                                                                                            13,774
                                                                                                               577


                                                                      $                                     24,151


                                                                                                               100 %




ement assumptions and qualitative observations. These investments totaled $155 million as of June 30, 2010. The fair values of the Company’s various venture capital inves
el 3 equity securities holdings of $31 million mainly consist of preferred stock for which there is no active market.




                                                                                         Debt
                                                                                       Securities


                                                                      $                                        120
                                                                                                               (14 )
                                                                                                                 0
                                                                                                                 1


                                                                      $                                        107



                                                                      $                                         62
                                                                                                                (2 )
                                                                                                                 0
                                                                                                                 0
                                                                        $                  60




e methods and assumptions used to estimate the fair value of debt and equity securities.
ed, the pricing service may use quoted market prices of comparable instruments or discounted cash flow analyses, incorporating inputs that are currently observable in the ma
 itionally, the Company compares changes in the reported market values and returns to relevant market indices to test the reasonableness of the reported prices. Based on th
values of the Company’s various venture capital investments are computed using limited quantitative and qualitative observations of activity for similar companies in the curre




                                                                         Six Months Ended
                                                                                      Equity
                                                                                     Securities


                                                                         $                               312
                                                                                                        (142 )
                                                                                                           6
                                                                                                          10


                                                                         $                               186



                                                                         $                               304
                                                                                                           5
                                                                                                            5
                                                                                                           (5 )
$   309
analyses, incorporating inputs that are currently observable in the markets for similar securities. Inputs that are often
ndices to test the reasonableness of the reported prices. Based on the Company’s internal price verification
qualitative observations of activity for similar companies in the current market. The key inputs utilized in the




                                                                                          Total

                                                                          $                                432
                                                                                                          (156 )
                                                                                                             6
                                                                                                            11


                                                                          $                                293



                                                                          $                                366
                                                                                                              3
                                                                                                              5
                                                                                                             (5 )
$   369
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                         Medicare Part D Pharmacy Benefits Contract



                         Medicare Part D Pharmacy Benefits Contract

Medicare Part D Pharmacy Benefits Contract




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          4.     Medicare Part D Pharmacy Benefits Contract
          The Condensed Consolidated Balance Sheets include the following amounts associated with the Medicare Part D program:




          (in millions)
             Other current receivables
               Other policy liabilities


          (a)

          The Catastrophic Reinsurance Subsidy and the Low-Income Member Cost Sharing Subsidy represent cost reimbursements under the Medicare Part D progra
          these subsidies are not reflected as premium revenues, but rather are accounted for as deposits in other policy liabilities in the Condensed Consolidated Bala
          receivables in the Condensed Consolidated Balance Sheets.
          Premiums from CMS are subject to risk-sharing provisions based on a comparison of the Company’s annual bid estimates of prescription drug costs and the
          to premium revenue and other policy liabilities or other current receivables in the Condensed Consolidated Balance Sheets.
                                                                                                                                            6 Months Ended
                                                                                                                                             Jun. 30, 2010
ts Contract
 heets include the following amounts associated with the Medicare Part D program:




                                                                                                                                                   CMS Subsidies (a)
                                                                                                                                        $



                Includes the Catastrophic Reinsurance Subsidy and the Low-Income Member Cost Sharing Subsidy

and the Low-Income Member Cost Sharing Subsidy represent cost reimbursements under the Medicare Part D program. The Company is fully reimbursed by the Centers for M
mium revenues, but rather are accounted for as deposits in other policy liabilities in the Condensed Consolidated Balance Sheets. As of December 31, 2009, the amounts rece
ted Balance Sheets.
sharing provisions based on a comparison of the Company’s annual bid estimates of prescription drug costs and the actual costs incurred. Variances may result in CMS maki
 ilities or other current receivables in the Condensed Consolidated Balance Sheets.
     6 Months Ended
      Jun. 30, 2010




                                             30-Jun-10                                                                                                   31-Dec-09
            CMS Subsidies (a)                                         Risk-Share                                        CMS Subsidies (a)
                                         0               $                                     0             $                                    271
                                       671                                                   128                                                     0




fully reimbursed by the Centers for Medicare and Medicaid Services (CMS) for costs incurred for these contract elements and, accordingly, there is no insurance risk to the C
ecember 31, 2009, the amounts received for these subsidies were insufficient to cover the costs incurred for these contract elements; therefore, the Company recorded a rece

. Variances may result in CMS making additional payments to the Company or require the Company to remit funds to CMS subsequent to the end of the year. The Company
                31-Dec-09
                                          Risk-Share
                            $                                      0
                                                                 268




gly, there is no insurance risk to the Company. Amounts received for
erefore, the Company recorded a receivable in other current

to the end of the year. The Company records risk-share adjustments
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                           Medical Costs and Medical Costs Payable



                           Medical Costs and Medical Costs Payable

Medical Costs and Medical Costs Payable




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                                                                6 Months Ended
                                                                  Jun. 30, 2010
          5.   Medical Costs and Medical Costs Payable

          Medical costs and medical costs payable include estimates of the Company’s obligations for medical care services that have
          been rendered on behalf of insured consumers, but for which claims have either not yet been received or processed, and for
          liabilities for physician, hospital and other medical cost disputes. The Company develops estimates for medical costs
          incurred but not reported using an actuarial process that is consistently applied, centrally controlled and automated. The
          actuarial models consider factors such as time from date of service to claim receipt, claim backlogs, care provider contract
          rate changes, medical care consumption and other medical cost trends. The Company estimates liabilities for physician,
          hospital and other medical cost disputes based upon an analysis of potential outcomes, assuming a combination of litigation
          and settlement strategies. Each period, the Company re-examines previously established medical costs payable estimates
          based on actual claim submissions and other changes in facts and circumstances. As the medical costs payable estimates
          recorded in prior periods develop, the Company adjusts the amount of the estimates and includes the changes in estimates
          in medical costs in the period in which the change is identified.


          For the three months ended June 30, 2010, there was $90 million of net favorable medical cost development related to prior
          fiscal years and $180 million of net favorable medical cost development related to the first quarter of 2010. For the six
          months ended June 30, 2010, medical costs included $580 million of net favorable medical cost development related to prior
          fiscal years. The favorable development for both the three and six months ended June 30, 2010 was primarily driven by
          changes in previous estimates related to more efficient claims handling and processing, resulting in higher completion
          factors and lower than expected health system utilization levels.
          For the three months ended June 30, 2009, there was no net medical cost development related to prior fiscal years and $30
          million of net favorable medical cost development related to the first quarter of 2009. For the six months ended June 30,
          2009, medical costs included $200 million of net favorable medical cost development related to prior fiscal years. No factors
          were individually material to the net favorable medical cost development for either the three or six months ended June 30,
          2009.
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                                     Income Taxes



                                     Income Taxes

Income Taxes




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                                                                 6 Months Ended
                                                                  Jun. 30, 2010
          7.   Income Taxes

          The Company’s income tax rate for both the three and six months ended June 30, 2010 was 37.0%. The Company’s income
          tax rate for the three and six months ended June 30, 2009 was 34.0% and 35.1%, respectively. The increase in the effective
          income tax rate resulted primarily from limitations on the future deductibility of certain compensation related to the Patient
          Protection and Affordable Care Act, as modified by the Health Care and Education Reconciliation Act of 2010 (Health
          Reform Legislation), which was signed into law during the first quarter of 2010, as well as a benefit in the 2009 tax rate from
          the resolution of various historical federal and state income tax matters.
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                                  Shareholders' Equity



                                  Shareholders' Equity

Shareholders' Equity




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                                                                6 Months Ended
                                                                 Jun. 30, 2010
          8.   Shareholders’ Equity
          Share Repurchase Program


          Under its Board of Directors’ authorization, the Company maintains a share repurchase program. The objectives of the share
          repurchase program are to optimize the Company’s capital structure and cost of capital, thereby improving returns to
          shareholders, as well as to offset the dilutive impact of share-based awards. Repurchases may be made from time to time at
          prevailing prices in the open market, subject to certain Board restrictions. In February 2010, the Board renewed and
          increased the Company’s share repurchase program, and authorized the Company to repurchase up to 120 million shares of
          its common stock. During the six months ended June 30, 2010, the Company repurchased 39 million shares at an average
          price of approximately $32 per share and an aggregate cost of $1.2 billion. As of June 30, 2010, the Company had Board
          authorization to purchase up to an additional 85 million shares of its common stock.
          Dividends
          In May 2010, the Company’s Board of Directors increased the Company’s cash dividend to shareholders and moved the
          Company to a quarterly dividend payment cycle. The first quarterly dividend of $0.125 per share was paid on June 21, 2010
          to shareholders of record on June 7, 2010. Declaration and payment of future quarterly dividends is at the discretion of the
          Board and may be adjusted as business needs or market conditions change. Prior to May 2010 the Company’s policy had
          been to pay an annual dividend, the most recent of which was $0.03 per share paid on April 20, 2010 to shareholders of
          record on April 6, 2010.
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                           Share-Based Compensation



                           Share-Based Compensation

Share-Based Compensation
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          9.     Share-Based Compensation
          As of June 30, 2010, the Company had 56.5 million shares available for future grants of share-based awards under its share-based compensation plan, inclu
          outstanding share-based awards consist mainly of non-qualified stock options, SARs and restricted shares.


          Stock Options and SARs
          Stock options and SARs generally vest ratably over four to six years and may be exercised up to 10 years from the date of grant. Stock option and SAR activ




                                                                                                        Shares
                                                                                                   (in thousands)
               Outstanding at beginning of period                                                                              124,146
               Granted                                                                                                            9,119
               Exercised                                                                                                         (4,055 )
               Forfeited                                                                                                         (3,930 )


               Outstanding at end of period                                                                                    125,280


               Exercisable at end of period                                                                                      94,608
               Vested and expected to vest end of period                                                                       120,818
          To determine compensation expense related to the Company’s stock options and SARs, the fair value of each award is estimated on the date of grant using a
          models were as follows:



                                                                                                                                                  Three Months Ended Jun
                                                                                                        2010
               Risk free interest rate                                                                                              1.9 %
               Expected volatility                                                                                                 46.2 %
               Expected dividend yield                                                                                              1.7 %
               Forfeiture rate                                                                                                         5%
               Expected life in years                                                                                                4.6
          Risk-free interest rates are based on U.S. Treasury yields in effect at the time of grant. Expected volatilities are based on the historical volatility of the Compa
          lives of options and SARs granted represents the period of time that the awards granted are expected to be outstanding based on historical exercise patterns


          The weighted-average grant date fair value of stock options and SARs granted during the three and six months ended June 30, 2010 was approximately $10
          stock options and SARs exercised during the three and six months ended June 30, 2010 was $9 million and $62 million, respectively. The total intrinsic value


          Restricted Shares
          Restricted shares generally vest ratably over two to five years. Compensation expense related to restricted shares is based on the share price on date of gran




                                                                                                       Shares
(shares in thousands)                                                                      Shares
  Nonvested at beginning of period                                                                                  10,620
  Granted                                                                                                             4,147
  Vested                                                                                                             (2,645 )
  Forfeited                                                                                                            (261 )


  Nonvested at end of period                                                                                        11,861


The weighted-average grant date fair value of restricted shares granted during the three and six months ended June 30, 2010 was approximately $29 per sha
value of restricted shares vested during the three and six months ended June 30, 2010 was $41 million and $85 million, respectively. The total fair value of re
Share-Based Compensation Recognition


The Company recognizes compensation expense for share-based awards, including stock options, SARs and restricted shares, on a straight-line basis over t
expense related to its share-based compensation plans of $67 million ($65 million net of tax effects) and $167 million ($152 million net of tax effects), respect
effects), respectively. Share-based compensation expense is recognized in operating costs in the Company’s Condensed Consolidated Statements of Opera
2010, the income tax benefit realized from share-based award exercises was $16 million and $44 million, respectively. For the three and six months ended Ju


As further discussed in Note 8 of Notes to the Condensed Consolidated Financial Statements, the Company maintains a share repurchase program. The obje
                                                                        6 Months Ended
                                                                          Jun. 30, 2010


are-based compensation plan, including, but not limited to, incentive or non-qualified stock options, stock-settled stock appreciation rights (SARs), and up to 12.5 million of aw




 f grant. Stock option and SAR activity for the six months ended June 30, 2010 is summarized in the table below:



                                                                                          Weighted-
                                                                                     Average Exercise
                                                                                          Price


                                                                 $                                                        39
                                                                                                                          33
                                                                                                                          18
                                                                                                                          44


                                                                 $                                                        39


                                                                 $                                                        40
                                                                 $                                                        39
stimated on the date of grant using an option-pricing model. For purposes of estimating the fair value of the Company’s employee stock option and SAR grants, the Company




         Three Months Ended June 30,
                                                                                    2009
                                                                                                  2.1% - 2.2 %
                                                                                                        46.3 %
                                                                                                         0.1 %
                                                                                                           5%
                                                                                                         4.4
the historical volatility of the Company’s common stock and the implied volatility from exchange-traded options on the Company’s common stock. The Company uses historic
ased on historical exercise patterns.


ne 30, 2010 was approximately $10 per share and $13 per share, respectively. The weighted-average grant date fair value of stock options and SARs granted during both the
espectively. The total intrinsic value of stock options and SARs exercised during the three and six months ended June 30, 2009 was $8 million and $215 million, respectively.



ed on the share price on date of grant. Restricted share activity for the six months ended June 30, 2010 is summarized in the table below:



                                                                                          Weighted-
                                                                                       Average Grant
                                                                                      Date Fair Value
                                                                 $                                                       32
                                                                                                                         33
                                                                                                                         32
                                                                                                                         32


                                                                 $                                                       32


 010 was approximately $29 per share and $33 per share, respectively. The weighted-average grant date fair value of restricted shares granted during the three and six month
espectively. The total fair value of restricted shares vested during the three and six months ended June 30, 2009 was $45 million and $54 million, respectively.




hares, on a straight-line basis over the related service period (generally the vesting period) of the award, or to an employee’s eligible retirement date under the award agreem
52 million net of tax effects), respectively. For the three and six months ended June 30, 2009, the Company recognized compensation expense related to its share-based com
 Consolidated Statements of Operations. As of June 30, 2010, there was $567 million of total unrecognized compensation cost related to share awards that is expected to be
r the three and six months ended June 30, 2009, the income tax benefit realized from share-based award exercises was $16 million and $69 million, respectively.


share repurchase program. The objectives of the share repurchase program are to optimize the Company’s capital structure, cost of capital and return to shareholders, as we
ock appreciation rights (SARs), and up to 12.5 million of awards in restricted stock and restricted stock units (collectively, restricted shares). The Company’s




                                   Weighted-Average                                                                 Aggregate
                                       Remaining                                                                  Intrinsic Value
                                     Contractual Life
                                        (in years)                                                                  (in millions)




                                                                       5.5                 $                                                         183


                                                                       4.5                 $                                                         180
                                                                       5.3                 $                                                         183
ny’s employee stock option and SAR grants, the Company uses a binomial model. The principal assumptions the Company used in applying the option-pricing




                                                                      Six Months Ended June 30,
                                           2010                                                                             2009
                                                               1.9% - 2.1 %                                                                    1.7% - 2.2
                                                             45.8% - 46.2 %                                                                 41.3% - 46.3
                                                               0.1% - 1.7 %                                                                           0.1
                                                                         5%                                                                             5
                                                                 4.6 - 5.1                                                                       4.4 - 5.1
he Company’s common stock. The Company uses historical data to estimate option and SAR exercises and forfeitures within the valuation model. The expected



 r value of stock options and SARs granted during both the three and six months ended June 30, 2009 was approximately $10 per share. The total intrinsic value of
une 30, 2009 was $8 million and $215 million, respectively.



zed in the table below:
 of restricted shares granted during the three and six months ended June 30, 2009 was approximately $28 per share and $29 per share, respectively. The total fair
as $45 million and $54 million, respectively.




mployee’s eligible retirement date under the award agreement, if earlier. For the three and six months ended June 30, 2010, the Company recognized compensation
zed compensation expense related to its share-based compensation plans of $85 million ($58 million net of tax effects) and $180 million ($121 million net of tax
nsation cost related to share awards that is expected to be recognized over a weighted-average period of 1.4 years. For the three and six months ended June 30,
 was $16 million and $69 million, respectively.


structure, cost of capital and return to shareholders, as well as to offset the dilutive impact of shares issued for share-based award exercises.
ares). The Company’s




 plying the option-pricing




                 %
                 %
                 %
                 %


ation model. The expected



e. The total intrinsic value of
e, respectively. The total fair




any recognized compensation
on ($121 million net of tax
six months ended June 30,



 rcises.
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                               AARP



                               AARP

AARP
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          10.   AARP
          The Company provides health insurance products and services to members of AARP under a Supplemental Health Insurance Program (the Program), and se
          between 50 to 64 years of age, and other related products.
          Under the Program, the Company is compensated for transaction processing and other services, as well as for assuming underwriting risk. The Company is a

          The Company’s agreement with AARP on the Program provides for the maintenance of the Rate Stabilization Fund (RSF) that is held by the Company on be
          costs, investment income, administrative expenses, member service expenses, marketing expenses and premium taxes. Underwriting gains and losses are r
          be borne by the Company. Deficits may be recovered by underwriting gains in future periods of the contract. To date, the Company has not been required to
          Company believes the RSF balance as of June 30, 2010 is sufficient to cover potential future underwriting and other risks and liabilities associated with the co
          The effects of changes in balance sheet amounts associated with the Program also accrue to the overall benefit of the AARP policyholders through the RSF

          Under the Company’s agreement with AARP, the Company separately manages the assets that support the Program. These assets are held at fair value in t
          Company does not guarantee any rates of investment return on these investments and upon any transfer of the Program to another entity, the Company wou
          are not included in the Company’s earnings.
          The Company elected to measure the entirety of the AARP assets under management at fair value, pursuant to the fair value option.


          The following AARP Program-related assets and liabilities were included in the Company’s Condensed Consolidated Balance Sheets:



                                                                                                                                       June 30,
          (in millions)                                                                                                                  2010
             Accounts receivable                                                                       $
            Assets under management
            Medical costs payable
            Accounts payable and accrued liabilities
            Other policy liabilities
            Future policy benefits
            Other liabilities


          The fair value of cash, cash equivalents and investments associated with the Program, reflected as assets under management, and the fair value of other as



                                                                                                                                    Quoted Prices
                                                                                                                                       in Active
                                                                                                                                       Markets
          (in millions)                                                                                                                (Level 1)
             30-Jun-10
            Cash and cash equivalents                                                                  $
            Debt securities:
                 U.S. government and agency obligations
                 State and municipal obligations
                 Corporate obligations
                 U.S. agency mortgage-backed securities
                 Non-U.S. agency mortgage-backed securities


            Total debt securities
Equity securities — available-for-sale


Total cash, cash equivalents and investments at fair value   $


Other liabilities                                            $


Total liabilities at fair value                              $


31-Dec-09
Cash and cash equivalents                                    $
Debt securities:
     U.S. government and agency obligations
     State and municipal obligations
     Corporate obligations
     U.S. agency mortgage-backed securities
     Non-U.S. agency mortgage-backed securities


Total debt securities


Equity securities — available-for-sale


Total cash, cash equivalents and investments at fair value   $


Other liabilities                                            $


Total liabilities at fair value                              $
                                                                                                        6 Months Ended
                                                                                                          Jun. 30, 2010


upplemental Health Insurance Program (the Program), and separate Medicare Advantage and Medicare Part D arrangements. The products and services under the Program

, as well as for assuming underwriting risk. The Company is also engaged in product development activities to complement the insurance offerings.

e Stabilization Fund (RSF) that is held by the Company on behalf of policyholders. Underwriting gains or losses related to the AARP Medicare Supplement Insurance business
nses and premium taxes. Underwriting gains and losses are recorded as an increase or decrease to the RSF and accrue to the overall benefit of the AARP policyholders, unle
 he contract. To date, the Company has not been required to fund any underwriting deficits. The RSF balance is reported in other policy liabilities in the Condensed Consolida
 derwriting and other risks and liabilities associated with the contract.
e overall benefit of the AARP policyholders through the RSF balance. Accordingly, the Company excludes the effect of such changes in its Condensed Consolidated Stateme

 support the Program. These assets are held at fair value in the Condensed Consolidated Balance Sheets as assets under management. These assets are invested at the Co
y transfer of the Program to another entity, the Company would transfer cash in an amount equal to the fair value of these investments at the date of transfer. Interest earning

 ue, pursuant to the fair value option.


densed Consolidated Balance Sheets:



                              June 30,                                                                                December 31,
                                2010                                                                                      2009
                                                                  530                   $
                                                                2,441
                                                                1,223
                                                                   16
                                                                1,163
                                                                  497
                                                                   72


 as assets under management, and the fair value of other assets and other liabilities were classified in accordance with the fair value hierarchy as discussed in Note 3 of Note



                          Quoted Prices                                                                                    Other
                             in Active                                                                                 Observable
                              Markets                                                                                      Inputs
                              (Level 1)                                                                                   (Level 2)


                                                                   55                   $


                                                                  500
                                                                     0
                                                                     0
                                                                     0
                                                                     0


                                                                  500
 0


555   $


 0    $


 0    $



269   $


358
 0
 0
 0
 0


358


 0


627   $


 0    $


 0    $
            6 Months Ended
              Jun. 30, 2010


nd Medicare Part D arrangements. The products and services under the Program include supplemental Medicare benefits (AARP Medicare Supplement Insurance), hospital i

 pment activities to complement the insurance offerings.

ing gains or losses related to the AARP Medicare Supplement Insurance business are directly recorded as an increase or decrease to the RSF. The primary components of t
rease to the RSF and accrue to the overall benefit of the AARP policyholders, unless cumulative net losses were to exceed the balance in the RSF. To the extent underwriting
The RSF balance is reported in other policy liabilities in the Condensed Consolidated Balance Sheets and changes in the RSF are reported in medical costs in the Condense

pany excludes the effect of such changes in its Condensed Consolidated Statements of Cash Flows.

alance Sheets as assets under management. These assets are invested at the Company’s discretion, within investment guidelines approved by the Program, and are used to
equal to the fair value of these investments at the date of transfer. Interest earnings and realized investment gains and losses on these assets accrue to the overall benefit of




                          December 31,
                              2009
                                                                   509
                                                                 2,383
                                                                 1,182
                                                                    40
                                                                 1,145
                                                                   482
                                                                    43


 assified in accordance with the fair value hierarchy as discussed in Note 3 of Notes to the Condensed Consolidated Financial Statements and were as follows:



                               Other                                                                      Unobservable
                           Observable                                                                          Inputs
                               Inputs                                                                        (Level 3)
                              (Level 2)


                                                                     0                   $                                                0


                                                                   318                                                                    0
                                                                     9                                                                    0
                                                                 1,071                                                                    0
                                                                   346                                                                    0
                                                                   140                                                                    0


                                                                 1,884                                                                    0
   2        0


1,886   $   0


   0    $   72


   0    $   72



   0    $   0


 298        0
   9        0
 955        0
 343        0
 149        0


1,754       0


   2        0


1,756   $   0


   0    $   43


   0    $   43
 Supplement Insurance), hospital indemnity insurance, including insurance for individuals




RSF. The primary components of the underwriting results are premium revenue, medical
he RSF. To the extent underwriting losses exceed the balance in the RSF, losses would
 in medical costs in the Condensed Consolidated Statement of Operations. The



ed by the Program, and are used to pay costs associated with the Program. The
ets accrue to the overall benefit of the AARP policyholders through the RSF and, thus,




and were as follows:



                                                Total Fair
                                                  Value




                $                                                                        55


                                                                                         818
                                                                                          9
                                                                                    1,071
                                                                                         346
                                                                                         140


                                                                                    2,384
       2


$   2,441


$     72


$     72



$    269


     656
       9
     955
     343
     149


    2,112


       2


$   2,383


$     43


$     43
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                                 Comprehensive Income



                                 Comprehensive Income

Comprehensive Income




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                                                                                                                       6 Months Ended
                                                                                                                        Jun. 30, 2010
          11.   Comprehensive Income
          The table below presents comprehensive income, defined as changes in the equity of the Company’s business excluding changes resulting from investments




          (in millions)
             Net earnings
            Unrealized holding gains on investment securities arising during the period, net of tax expense of $65, $46, $82 and $84,
            respectively
            Reclassification adjustment for net realized gains included in net earnings, net of tax expense of $5, $1, $19 and $2,
            respectively
            Foreign currency translation (losses) gains


            Comprehensive income
ed
0


anges resulting from investments by and distributions to its shareholders.



                       Three Months Ended                                           Six Months Ended
                             June 30,                                                    June 30,
                    2010                      2009                           2010                      2009
                $    1,123                   $   859                   $      2,314                $    1,843

                      121                         81                           148                       147

                       (11 )                      (2 )                          (35 )                         (4 )
                        (9 )                       9                            (13 )                          3


                $    1,224                   $   947                   $      2,414                $    1,989
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                Basis of Presentation, Use of Estimates and Significant Accounting Policies (Policies)



                Basis of Presentation, Use of Estimates and Significant Accounting Policies (Policies)

Use of Estimates                                                                                         Use of Estimates

                                                                                                         These Condensed Consolidate
                                                                                                         most significant estimates rela
                                                                                                         contingent liabilities. These est
                                                                                                         uncertain and will likely change
                                                                                                         adjusted.
Recent Accounting Standards                                                                              Recent Accounting Standard




                                                                                                         Recently Adopted Accountin
                                                                                                         (ASU) No. 2010-06, “Improving
                                                                                                         Accounting Standards Codifica
                                                                                                         and (ii) activity in Level 3 fair va
                                                                                                         disaggregation and (ii) fair valu
                                                                                                         for the Company’s fiscal year 2
                                                                                                         value measurements, which wi
                                                                                                         effective in 2010, have been in



                                                                                                         Recently Issued Accounting
                                                                                                         13). This update removes the c
                                                                                                         provides entities with a hierarc
                                                                                                         to allocate arrangement consid
                                                                                                         revenue arrangements entered
                                                                                                         evaluating the impact of the pr


                                                                                                         The Company has determined
                                                                                                         Statements, or do not apply to
Fair Value Policy                                                                                        Fair Value
                                                                                                         Fair values of available-for-sale
                                                                                                         security primarily from a third-p
                                                                                                         value. The pricing service norm
                                                                                                         through the reporting date base
                                                                                                         market prices of comparable in
                                                                                                         securities. Inputs that are often
                                                                                                         spreads, default rates and prep
                                                                                                         prices received from the pricing
                                                                                                         prices received from the pricing
                                                                                                         Company compares changes i
                                                                                                         on the Company’s internal pric


                                                                                                         In instances in which the inputs
                                                                                                         determined based on the lowes
                                                                                                         a particular item to the fair valu


                                                                                                         The fair value hierarchy is as fo
                                                                                                         Level 1 — Quoted (unadjusted
                                                                                   Level 2 — Other observable in




                                                                                   Level 3 — Unobservable input
AARP Policy                                                                        AARP

                                                                                   The Company provides health
                                                                                   separate Medicare Advantage
                                                                                   (AARP Medicare Supplement I
                                                                                   products.
                                                                                   Under the Program, the Compa
                                                                                   also engaged in product develo


                                                                                   The Company’s agreement wit
                                                                                   behalf of policyholders. Underw
                                                                                   decrease to the RSF. The prim
                                                                                   expenses, member service exp
                                                                                   the RSF and accrue to the ove
                                                                                   underwriting losses exceed the
                                                                                   periods of the contract. To date
                                                                                   in the Condensed Consolidated
                                                                                   Operations. The Company beli
                                                                                   associated with the contract.


                                                                                   The effects of changes in balan
                                                                                   balance. Accordingly, the Com



                                                                                   Under the Company’s agreeme
                                                                                   the Condensed Consolidated B
                                                                                   guidelines approved by the Pro
                                                                                   return on these investments an
                                                                                   of these investments at the dat
                                                                                   AARP policyholders through th
                                                                                   The Company elected to meas


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                                                                       6 Months Ended
                                                                         Jun. 30, 2010
Use of Estimates

These Condensed Consolidated Financial Statements include certain amounts based on the Company’s best estimates and judgments. The Company’s
most significant estimates relate to medical costs, medical costs payable, revenues, goodwill, other intangible assets, investments, income taxes and
contingent liabilities. These estimates require the application of complex assumptions and judgments, often because they involve matters that are inherently
uncertain and will likely change in subsequent periods. The impact of any changes in estimates is included in earnings in the period in which the estimate is
adjusted.
Recent Accounting Standards




Recently Adopted Accounting Standards. In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update
(ASU) No. 2010-06, “Improving Disclosures about Fair Value Measurements” (ASU 2010-06). This update amends the fair value guidance of the FASB
Accounting Standards Codification (ASC) to require additional disclosures regarding (i) transfers in and out of Level 1 and Level 2 fair value measurements
and (ii) activity in Level 3 fair value measurements. ASU 2010-06 also clarifies existing disclosure requirements regarding (i) the level of asset and liability
disaggregation and (ii) fair value measurement inputs and valuation techniques. The new disclosures and clarifications of existing disclosures are effective
for the Company’s fiscal year 2010, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair
value measurements, which will be effective for the Company’s fiscal year 2011. The Company’s fair value disclosures, including the new disclosures
effective in 2010, have been included in Note 3 of Notes to the Condensed Consolidated Financial Statements.



Recently Issued Accounting Standards. In October 2009, the FASB issued ASU No. 2009-13, “Multiple-Deliverable Revenue Arrangements” (ASU 2009-
13). This update removes the criterion that entities must use objective and reliable evidence of fair value in separately accounting for deliverables and
provides entities with a hierarchy of evidence that must be considered when allocating arrangement consideration. The new guidance also requires entities
to allocate arrangement consideration to the separate units of accounting based on the deliverables’ relative selling price. The provisions will be effective for
revenue arrangements entered into or materially modified in the Company’s fiscal year 2011 and must be applied prospectively. The Company is currently
evaluating the impact of the provisions of ASU 2009-13.


The Company has determined that all other recently issued accounting standards will not have a material impact on its Condensed Consolidated Financial
Statements, or do not apply to its operations.
Fair Value
Fair values of available-for-sale debt and equity securities are based on quoted market prices, where available. The Company obtains one price 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, making 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, non-binding broker quotes, benchmark yields, credit
spreads, default rates and prepayment speeds. As the Company is responsible for the determination of fair value, it performs quarterly analyses on the
prices received from the pricing service to determine whether the prices are reasonable estimates of fair value. Specifically, the Company compares the
prices received from the pricing service to prices reported by its custodian, its investment consultant and third-party investment advisors. Additionally, the
Company compares changes in the reported market values and returns to relevant market indices to test the reasonableness of the reported prices. Based
on the Company’s internal price verification procedures and review of fair value methodology documentation provided by independent pricing services, the


In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been
determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of
a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.


The fair value hierarchy is as follows:
Level 1 — Quoted (unadjusted) prices for identical assets/liabilities in active markets.
Level 2 — Other observable inputs, either directly or indirectly, including:

              •


              •



              •



              •
Level 3 — Unobservable inputs that cannot be corroborated by observable market data.
AARP

The Company provides health insurance products and services to members of AARP under a Supplemental Health Insurance Program (the Program), and
separate Medicare Advantage and Medicare Part D arrangements. The products and services under the Program include supplemental Medicare benefits
(AARP Medicare Supplement Insurance), hospital indemnity insurance, including insurance for individuals between 50 to 64 years of age, and other related
products.
Under the Program, the Company is compensated for transaction processing and other services, as well as for assuming underwriting risk. The Company is
also engaged in product development activities to complement the insurance offerings.


The Company’s agreement with AARP on the Program provides for the maintenance of the Rate Stabilization Fund (RSF) that is held by the Company on
behalf of policyholders. Underwriting gains or losses related to the AARP Medicare Supplement Insurance business are directly recorded as an increase or
decrease to the RSF. The primary components of the underwriting results are premium revenue, medical costs, investment income, administrative
expenses, member service expenses, marketing expenses and premium taxes. Underwriting gains and losses are recorded as an increase or decrease to
the RSF and accrue to the overall benefit of the AARP policyholders, unless cumulative net losses were to exceed the balance in the RSF. To the extent
underwriting losses exceed the balance in the RSF, losses would be borne by the Company. Deficits may be recovered by underwriting gains in future
periods of the contract. To date, the Company has not been required to fund any underwriting deficits. The RSF balance is reported in other policy liabilities
in the Condensed Consolidated Balance Sheets and changes in the RSF are reported in medical costs in the Condensed Consolidated Statement of
Operations. The Company believes the RSF balance as of June 30, 2010 is sufficient to cover potential future underwriting and other risks and liabilities
associated with the contract.


The effects of changes in balance sheet amounts associated with the Program also accrue to the overall benefit of the AARP policyholders through the RSF
balance. Accordingly, the Company excludes the effect of such changes in its Condensed Consolidated Statements of Cash Flows.



Under the Company’s agreement with AARP, the Company separately manages the assets that support the Program. These assets are held at fair value in
the Condensed Consolidated Balance Sheets as assets under management. These assets are invested at the Company’s discretion, within investment
guidelines approved by the Program, and are used to pay costs associated with the Program. The Company does not guarantee any rates of investment
return on these investments and upon any transfer of the Program to another entity, the Company would transfer cash in an amount equal to the fair value
of these investments at the date of transfer. Interest earnings and realized investment gains and losses on these assets accrue to the overall benefit of the
AARP policyholders through the RSF and, thus, are not included in the Company’s earnings.
The Company elected to measure the entirety of the AARP assets under management at fair value, pursuant to the fair value option.
                                                          6 Months Ended
                                                            Jun. 30, 2010
 tes

sed Consolidated Financial Statements include certain amounts based on the Company’s best estimates and judgments. The Company’s
 t estimates relate to medical costs, medical costs payable, revenues, goodwill, other intangible assets, investments, income taxes and
ilities. These estimates require the application of complex assumptions and judgments, often because they involve matters that are inherently
will likely change in subsequent periods. The impact of any changes in estimates is included in earnings in the period in which the estimate is


 nting Standards




pted Accounting Standards. In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update
 0-06, “Improving Disclosures about Fair Value Measurements” (ASU 2010-06). This update amends the fair value guidance of the FASB
andards Codification (ASC) to require additional disclosures regarding (i) transfers in and out of Level 1 and Level 2 fair value measurements
 in Level 3 fair value measurements. ASU 2010-06 also clarifies existing disclosure requirements regarding (i) the level of asset and liability
  and (ii) fair value measurement inputs and valuation techniques. The new disclosures and clarifications of existing disclosures are effective
ny’s fiscal year 2010, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair
 ments, which will be effective for the Company’s fiscal year 2011. The Company’s fair value disclosures, including the new disclosures
10, have been included in Note 3 of Notes to the Condensed Consolidated Financial Statements.



ed Accounting Standards. In October 2009, the FASB issued ASU No. 2009-13, “Multiple-Deliverable Revenue Arrangements” (ASU 2009-
te removes the criterion that entities must use objective and reliable evidence of fair value in separately accounting for deliverables and
es with a hierarchy of evidence that must be considered when allocating arrangement consideration. The new guidance also requires entities
  ngement consideration to the separate units of accounting based on the deliverables’ relative selling price. The provisions will be effective for
gements entered into or materially modified in the Company’s fiscal year 2011 and must be applied prospectively. The Company is currently
 impact of the provisions of ASU 2009-13.


has determined that all other recently issued accounting standards will not have a material impact on its Condensed Consolidated Financial
do not apply to its operations.

available-for-sale debt and equity securities are based on quoted market prices, where available. The Company obtains one price for each
 ily from a third-party pricing service (pricing service), which generally uses quoted or other observable inputs for the determination of fair
 ing service normally derives the security prices through recently reported trades for identical or similar securities, making adjustments
porting date based upon available observable market information. For securities not actively traded, the pricing service may use quoted
of comparable instruments or discounted cash flow analyses, incorporating inputs that are currently observable in the markets for similar
uts that are often used in the valuation methodologies include, but are not limited to, non-binding broker quotes, benchmark yields, credit
 lt rates and prepayment speeds. As the Company is responsible for the determination of fair value, it performs quarterly analyses on the
d from the pricing service to determine whether the prices are reasonable estimates of fair value. Specifically, the Company compares the
d from the pricing service to prices reported by its custodian, its investment consultant and third-party investment advisors. Additionally, the
 pares changes in the reported market values and returns to relevant market indices to test the reasonableness of the reported prices. Based
ny’s internal price verification procedures and review of fair value methodology documentation provided by independent pricing services, the


 which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been
sed on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of
m to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.


hierarchy is as follows:
oted (unadjusted) prices for identical assets/liabilities in active markets.
 er observable inputs, either directly or indirectly, including:

                  Quoted prices for similar assets/liabilities in active markets;


                  Quoted prices for identical or similar assets in non-active markets (e.g., few transactions, limited information, non-current
                  prices, high variability over time);

                  Inputs other than quoted prices that are observable for the asset/liability (e.g., interest rates, yield curves, volatilities, default
                  rates); and

                  Inputs that are derived principally from or corroborated by other observable market data.
observable inputs that cannot be corroborated by observable market data.



provides health insurance products and services to members of AARP under a Supplemental Health Insurance Program (the Program), and
care Advantage and Medicare Part D arrangements. The products and services under the Program include supplemental Medicare benefits
re Supplement Insurance), hospital indemnity insurance, including insurance for individuals between 50 to 64 years of age, and other related


gram, the Company is compensated for transaction processing and other services, as well as for assuming underwriting risk. The Company is
 n product development activities to complement the insurance offerings.


 s agreement with AARP on the Program provides for the maintenance of the Rate Stabilization Fund (RSF) that is held by the Company on
yholders. Underwriting gains or losses related to the AARP Medicare Supplement Insurance business are directly recorded as an increase or
e RSF. The primary components of the underwriting results are premium revenue, medical costs, investment income, administrative
mber service expenses, marketing expenses and premium taxes. Underwriting gains and losses are recorded as an increase or decrease to
 ccrue to the overall benefit of the AARP policyholders, unless cumulative net losses were to exceed the balance in the RSF. To the extent
 sses exceed the balance in the RSF, losses would be borne by the Company. Deficits may be recovered by underwriting gains in future
contract. To date, the Company has not been required to fund any underwriting deficits. The RSF balance is reported in other policy liabilities
sed Consolidated Balance Sheets and changes in the RSF are reported in medical costs in the Condensed Consolidated Statement of
 e Company believes the RSF balance as of June 30, 2010 is sufficient to cover potential future underwriting and other risks and liabilities
h the contract.


 changes in balance sheet amounts associated with the Program also accrue to the overall benefit of the AARP policyholders through the RSF
  dingly, the Company excludes the effect of such changes in its Condensed Consolidated Statements of Cash Flows.



mpany’s agreement with AARP, the Company separately manages the assets that support the Program. These assets are held at fair value in
d Consolidated Balance Sheets as assets under management. These assets are invested at the Company’s discretion, within investment
 roved by the Program, and are used to pay costs associated with the Program. The Company does not guarantee any rates of investment
e investments and upon any transfer of the Program to another entity, the Company would transfer cash in an amount equal to the fair value
 ments at the date of transfer. Interest earnings and realized investment gains and losses on these assets accrue to the overall benefit of the
olders through the RSF and, thus, are not included in the Company’s earnings.
 elected to measure the entirety of the AARP assets under management at fair value, pursuant to the fair value option.
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                                       Investments (Tables)



                                       Investments (Tables)

Short-Term and Long-Term Investments
Fair Value of the Company's Mortgage-Backed Securities by Credit Rating and Non-U.S. Agency Mortgage-Backed
Securities by Origination




Amortized Cost and Fair Value of Available-For-Sale Debt Securities by Contractual Maturity




Amortized Cost and Fair Value of Held-To-Maturity Debt Securities by Contractual Maturity




Fair Value of Available-for-Sale Investments with Gross Unrealized Losses by Investment Type and Length of Time That
Individual Securities Have Been in a Continuous Unrealized Loss Position
Individual Securities Have Been in a Continuous Unrealized Loss Position




Net Realized Gains, Before Taxes




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                                                                                                            6 Months Ended
                                                                                                             Jun. 30, 2010
           A summary of short-term and long-term investments is as follows:



                                                                                  Amortized              Gross                     Gross
                                                                                    Cost               Unrealized                Unrealized
           (in millions)                                                                                 Gains                    Losses
              30-Jun-10
             Debt securities — available-for-sale:
                  U.S. government and agency obligations                      $         1,767      $             36          $
                  State and municipal obligations                                       5,927                    269
                  Corporate obligations                                                 3,834                    215
                  U.S. agency mortgage-backed securities                                1,805                    77
                  Non-U.S. agency mortgage-backed securities                              500                    27


             Total debt securities — available-for-sale                                13,833                    624


             Equity securities — available-for-sale                                        451                   18
             Debt securities — held-to-maturity:
                  U.S. government and agency obligations                                   170                      6
                  State and municipal obligations                                             16                    0
                  Corporate obligations                                                       20                    0


             Total debt securities — held-to-maturity                                      206                      6


             Total investments                                                $        14,490      $             648         $


             31-Dec-09
             Debt securities — available-for-sale:
                  U.S. government and agency obligations                      $         1,566      $             12          $
                  State and municipal obligations                                       6,080                    248
                  Corporate obligations                                                 3,278                    149
                  U.S. agency mortgage-backed securities                                1,870                    64
                  Non-U.S. agency mortgage-backed securities                              535                     8


             Total debt securities — available-for-sale                                13,329                    481



             Equity securities — available-for-sale                                        579                   12
             Debt securities — held-to-maturity:
                  U.S. government and agency obligations                                   158                      4
                  State and municipal obligations                                             17                    0
                  Corporate obligations                                                       24                    0
  Total debt securities — held-to-maturity                                                    199                      4


  Total investments                                                             $        14,107       $             497            $


The fair values of the Company’s mortgage-backed securities by credit rating and non-U.S. agency mortgage-backed securities by origination as of June 30,




(in millions)                                                                         AAA                     A                          BBB
   2007                                                                         $               76    $                1           $
  2006                                                                                        136                      6
  2005                                                                                        140                      1
  Pre-2005                                                                                     126                     1
  U.S agency mortgage-backed securities                                                      1,882                     0


  Total                                                                         $            2,360    $                9           $


The amortized cost and fair value of available-for-sale debt securities as of June 30, 2010, by contractual maturity, were as follows:



                                                                                    Amortized                Fair
(in millions)                                                                         Cost                  Value
   Due in one year or less                                                      $            1,273    $            1,282
  Due after one year through five years                                                      4,754                 4,984
  Due after five years through ten years                                                     3,251                 3,426
  Due after ten years                                                                        2,250                 2,347
  U.S. agency mortgage-backed securities                                                     1,805                 1,882
  Non-U.S. agency mortgage-backed securities                                                   500                   527


  Total debt securities — available-for-sale                                    $        13,833       $           14,448


The amortized cost and fair value of held-to-maturity debt securities as of June 30, 2010, by contractual maturity, were as follows:



                                                                                    Amortized                Fair
(in millions)                                                                         Cost                  Value
   Due in one year or less                                                      $               76    $              77
  Due after one year through five years                                                         93                   96
  Due after five years through ten years                                                        27                   28
  Due after ten years                                                                           10                   11


  Total debt securities — held-to-maturity                                      $             206     $             212




The fair value of available-for-sale investments with gross unrealized losses by investment type and length of time that individual securities have been in a co



                                                                                       Less Than 12 Months
                                                                                      Fair                  Gross
                                                                                      Value               Unrealized
(in millions)                                                                               Losses
   30-Jun-10
  Debt securities — available-for-sale:
       State and municipal obligations                                          153                   (2 )
       Corporate obligations                                                    217                   (4 )


  Total debt securities — available-for-sale                         $          370     $             (6 )


  Equity securities — available-for-sale                             $          174     $            (13 )


  31-Dec-09
  Debt securities — available-for-sale:
       U.S. government and agency obligations                        $          437     $            (11 )
       State and municipal obligations                                          392                   (6 )
       Corporate obligations                                                    304                   (3 )
       U.S. agency mortgage-backed securities                                   355                   (3 )
       Non-U.S. agency mortgage-backed securities                               134                   (1 )


  Total debt securities — available-for-sale                         $      1,622       $            (24 )


  Equity securities — available-for-sale                             $          169     $            (13 )


Net realized gains, before taxes, were from the following sources:



                                                                                Three Months Ended
                                                                                      June 30,
(in millions)                                                            2010                        2009
   Total OTTI                                                        $           (4 )       $                 (5 )
  Portion of loss recognized in other comprehensive income                        0                            0


  Net OTTI recognized in earnings                                               (4 )                          (5 )
  Gross realized losses from sales                                              (2 )                         (19 )
  Gross realized gains from sales                                               22                            27


  Net realized gains                                                 $          16          $                  3
hs Ended
0, 2010




             Gross               Fair
           Unrealized            Value
            Losses



                        0    $           1,803
                      (4 )               6,192
                      (5 )               4,044
                        0                1,882
                        0                  527


                      (9 )              14,448


                     (14 )                455


                        0                 176
                        0                  16
                        0                  20


                        0                 212


                     (23 )   $          15,115




                     (11 )   $           1,567
                     (11 )               6,317
                      (6 )               3,421
                      (3 )               1,931
                      (5 )                 538


                     (36 )              13,774



                     (14 )                577


                        0                 162
                        0                  17
                        0                  24
                          0                                  203


                        (50 )               $            14,554


d securities by origination as of June 30, 2010 were as follows:



                                         Non-                          Total Fair
                                      Investment                         Value
                  BBB                    Grade
                          9          $            3                $             89
                          0                     17                               159
                          0                     11                               152
                          0                       0                            127
                          0                       0                          1,882


                          9          $          31                 $         2,409


ere as follows:




re as follows:




at individual securities have been in a continuous unrealized loss position were as follows:



                               12 Months or Greater                                            Total
                        Fair                       Gross                               Fair              Gross
                        Value                   Unrealized                             Value           Unrealized
                         Losses                                          Losses



        77                         (2 )                       230                  (4 )
        22                         (1 )                       239                  (5 )


$       99           $             (3 )                  $    469    $             (9 )


$       11           $             (1 )                  $    185    $            (14 )




$        4           $              0                    $    441    $            (11 )
        100                        (5 )                       492                 (11 )
        69                         (3 )                       373                  (6 )
         2                          0                         357                  (3 )
        86                         (4 )                       220                  (5 )


$       261          $            (12 )                  $   1,883   $            (36 )


$        1           $             (1 )                  $    170    $            (14 )




                     Six Months Ended
                          June 30,
         2010                               2009
    $           (5 )                    $          (37 )
                 0                                   0


                (5 )                               (37 )
                (3 )                               (30 )
                62                                  73


    $           54                      $            6
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                                                   Fair Value (Tables)



                                                   Fair Value (Tables)

Financial Assets and Liabilities, Excluding AARP, Measured at Fair Value on a Recurring basis
Reconciliation of Assets Measured at Fair Value on a Recurring Basis Using Level 3 Inputs




Summary of Fair Value and Carrying Value for Certain Financial Instruments for which it is Practicable to Estimate Fair Value




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s and definitions*




           The following table presents information about the Company’s financial assets and liabilities, excluding AARP Program-related assets and liabilities, which ar
           AARP.



                                                                                                               Quoted Prices
                                                                                                                 in Active
                                                                                                                  Markets
           (in millions)                                                                                          (Level 1)
              30-Jun-10
             Cash and cash equivalents                                                                     $                  9,545
             Debt securities — available-for-sale:
                  U.S. government and agency obligations                                                                      1,201
                  State and municipal obligations                                                                                0
                  Corporate obligations                                                                                         19
                  U.S. agency mortgage-backed securities                                                                         0
                  Non-U.S. agency mortgage-backed securities                                                                     0


             Total debt securities — available-for-sale                                                                       1,220
             Equity securities — available-for-sale                                                                             267


             Total cash, cash equivalents and investments at fair value                                                   11,032


             Interest rate swap assets                                                                                           0


             Total assets at fair value                                                                    $              11,032


             Percentage of total assets at fair value                                                                           44 %


             Interest rate swap liabilities                                                                $                     0


             31-Dec-09
             Cash and cash equivalents                                                                     $                  9,135
             Debt securities — available-for-sale:
                  U.S. government and agency obligations                                                                      1,024
                  State and municipal obligations                                                                                0
                  Corporate obligations                                                                                         18
                  U.S. agency mortgage-backed securities                                                                         0
                  Non-U.S. agency mortgage-backed securities                                                                     0


             Total debt securities — available-for-sale                                                                       1,042
             Equity securities — available-for-sale                                                                             262


             Total cash, cash equivalents and investments at fair value                                    $              10,439
  Percentage of total cash, cash equivalents and investments at fair value                                              43 %


A reconciliation of the beginning and ending balances of assets measured at fair value on a recurring basis using Level 3 inputs is as follows:



                                                                                                                                                     Three Months
                                                                                                            Debt
(in millions)                                                                                             Securities
   30-Jun-10
  Balance at beginning of period                                                                    $                  114
  Sales, net                                                                                                             (9 )
  Net unrealized gains in accumulated other comprehensive income                                                          0
  Net realized gains in investment and other income                                                                       2


  Balance at end of period                                                                          $                  107


  30-Jun-09
  Balance at beginning of period                                                                    $                   60
  Purchases (sales), net                                                                                                  0
  Net unrealized gains in accumulated other comprehensive income                                                          0
  Net realized losses in investment and other income                                                                      0


  Balance at end of period                                                                          $                   60


The table below includes fair values for certain financial instruments for which it is practicable to estimate fair value. The carrying values and fair values of the



                                                                                                                           30-Jun-10
                                                                                                           Carrying                           Fair
(in millions)                                                                                               Value                            Value
   Assets
  Debt securities — available-for-sale                                                              $               14,448           $
  Equity securities — available-for-sale                                                                               455
  Debt securities — held-to-maturity                                                                                   206
  AARP Program-related investments                                                                                    2,386
  Interest rate swap assets                                                                                             35

  Liabilities
  Senior unsecured notes                                                                                            10,712
  Interest rate swap liabilities                                                                                         2
                                                                      6 Months Ended
                                                                        Jun. 30, 2010
m-related assets and liabilities, which are measured at fair value on a recurring basis, according to the valuation techniques the Company used to determine their fair values.




                              Other                                              Unobservable                                                      Total Fair
                           Observable                                               Inputs                                                           Value
                             Inputs                                                (Level 3)
                            (Level 2)


                $                             438                            $                  0                                            $


                                              602                                               0
                                            6,192                                               0
                                            3,926                                              99
                                            1,882                                               0
                                              519                                               8


                                           13,121                                              107
                                                2                                              186


                                           13,561                                              293


                                               35                                               0


                $                          13,596                            $                 293                                           $


                                               55 %                                             1%


                $                               2                            $                  0                                            $



                $                             665                            $                  0                                            $


                                              543                                               0
                                            6,317                                               0
                                            3,293                                              110
                                            1,931                                               0
                                              528                                              10


                                           12,612                                              120
                                                3                                              312


                $                          13,280                            $                 432                                           $
                                                55 %                                             2%


 el 3 inputs is as follows:



                              Three Months Ended
                                Equity                                                                                  Debt
                               Securities                                             Total                           Securities


                  $                            324                              $             438                 $
                                              (152 )                                          (161 )
                                                 6                                               6
                                                 8                                              10


                  $                            186                              $             293                 $



                  $                            301                              $             361                 $
                                                   7                                             7
                                                  6                                              6
                                                 (5 )                                           (5 )


                  $                            309                              $             369                 $


The carrying values and fair values of these financial instruments were as follows:



 30-Jun-10                                                                   31-Dec-09
                       Fair                                 Carrying                              Fair
                      Value                                  Value                               Value


                              14,448                   $               13,774         $                  13,774
                                455                                      577                               577
                                212                                      199                               203
                               2,386                                    2,114                             2,114
                                 35                                         0                                0



                              11,186                                   11,173                            11,043
                                   2                                        0                                 0
Company used to determine their fair values. See Note 10 of Notes to the Condensed Consolidated Financial Statements for further detail on




                 Total Fair
                   Value




                              9,983


                              1,803
                              6,192
                              4,044
                              1,882
                                527


                           14,448
                              455


                           24,886


                                35


                           24,921


                               100 %


                                 2



                              9,800


                              1,567
                              6,317
                              3,421
                              1,931
                                538


                           13,774
                              577


                           24,151
             100 %




                     Six Months Ended
  Debt                        Equity
Securities                   Securities              Total

             120         $            312        $           432
             (14 )                   (142 )                  (156 )
               0                        6                       6
               1                       10                      11


             107         $            186        $           293



             62          $            304        $           366
              (2 )                        5                     3
               0                           5                    5
               0                          (5 )                 (5 )


             60          $            309        $           369
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                     Medicare Part D Pharmacy Benefits Contract (Tables)



                     Medicare Part D Pharmacy Benefits Contract (Tables)

Condensed Consolidated Balance Sheets Amounts of Medicare Part D Program           The Condensed Consolidated Balance Sheets inc




                                                                                   (in millions)
                                                                                      Other current receivables
                                                                                     Other policy liabilities


                                                                                   (a)


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                                                                                          6 Months Ended
                                                                                            Jun. 30, 2010
onsolidated Balance Sheets include the following amounts associated with the Medicare Part D program:



                                                                                                                             30-Jun-10
                                                                                                                  CMS Subsidies (a)
                                                                                                              $



               Includes the Catastrophic Reinsurance Subsidy and the Low-Income Member Cost Sharing Subsidy
           30-Jun-10                                    31-Dec-09
CMS Subsidies (a)           Risk-Share       CMS Subsidies (a)           Risk-Share
                    0   $            0   $                  271      $            0
               671                 128                           0              268
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                                                   AARP (Tables)



                                                   AARP (Tables)

AARP Program-Related Assets and Liabilities




AARP Program Financial Assets and Liabilities Measured at Fair Value on a Recurring basis
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                                                                                                                                    6 Months Ended
                                                                                                                                        Jun. 30, 2010
           The following AARP Program-related assets and liabilities were included in the Company’s Condensed Consolidated Balance Sheets:



                                                                                                             June 30,
           (in millions)                                                                                       2010
              Accounts receivable                                                            $                                    530
             Assets under management                                                                                            2,441
             Medical costs payable                                                                                              1,223
             Accounts payable and accrued liabilities                                                                              16
             Other policy liabilities                                                                                           1,163
             Future policy benefits                                                                                               497
             Other liabilities                                                                                                     72


           The fair value of cash, cash equivalents and investments associated with the Program, reflected as assets under management, and the fair value of other as
           of Notes to the Condensed Consolidated Financial Statements and were as follows:



                                                                                                          Quoted Prices
                                                                                                             in Active
                                                                                                             Markets
           (in millions)                                                                                     (Level 1)
              30-Jun-10
             Cash and cash equivalents                                                       $                                     55
             Debt securities:
                  U.S. government and agency obligations                                                                          500
                  State and municipal obligations                                                                                   0
                  Corporate obligations                                                                                             0
                  U.S. agency mortgage-backed securities                                                                            0
                  Non-U.S. agency mortgage-backed securities                                                                        0


             Total debt securities                                                                                                500


             Equity securities — available-for-sale                                                                                 0


             Total cash, cash equivalents and investments at fair value                      $                                    555


             Other liabilities                                                               $                                      0


             Total liabilities at fair value                                                 $                                      0


             31-Dec-09
             Cash and cash equivalents                                                       $                                    269
             Debt securities:
     U.S. government and agency obligations                      358
     State and municipal obligations                              0
     Corporate obligations                                        0
     U.S. agency mortgage-backed securities                       0
     Non-U.S. agency mortgage-backed securities                   0


Total debt securities                                            358


Equity securities — available-for-sale                            0


Total cash, cash equivalents and investments at fair value   $   627


Other liabilities                                            $    0


Total liabilities at fair value                              $    0
    6 Months Ended
      Jun. 30, 2010
alance Sheets:



                             December 31,
                                 2009
                 $                                    509
                                                    2,383
                                                    1,182
                                                       40
                                                    1,145
                                                      482
                                                       43


gement, and the fair value of other assets and other liabilities were classified in accordance with the fair value hierarchy as discussed in Note 3




                                  Other                                    Unobservable                                    Total Fair
                               Observable                                      Inputs                                        Value
                                 Inputs                                       (Level 3)
                                (Level 2)


                 $                                       0           $                         0           $                                          55


                                                      318                                      0                                                 818
                                                         9                                     0                                                      9
                                                    1,071                                      0                                               1,071
                                                      346                                      0                                                 346
                                                      140                                      0                                                 140


                                                    1,884                                      0                                               2,384


                                                         2                                     0                                                      2


                 $                                  1,886            $                         0           $                                   2,441


                 $                                       0           $                        72           $                                          72


                 $                                       0           $                        72           $                                          72



                 $                                       0           $                         0           $                                     269
     298        0         656
       9        0           9
     955        0         955
     343        0         343
     149        0         149


    1,754       0        2,112


       2        0           2


$   1,756   $   0    $   2,383


$      0    $   43   $     43


$      0    $   43   $     43
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                             Comprehensive Income (Tables)



                             Comprehensive Income (Tables)

Comprehensive Income




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                                                                                                                       6 Months Ended
                                                                                                                        Jun. 30, 2010
          The table below presents comprehensive income, defined as changes in the equity of the Company’s business excluding changes resulting from investments




          (in millions)
             Net earnings
            Unrealized holding gains on investment securities arising during the period, net of tax expense of $65, $46, $82 and $84,
            respectively
            Reclassification adjustment for net realized gains included in net earnings, net of tax expense of $5, $1, $19 and $2,
            respectively
            Foreign currency translation (losses) gains


            Comprehensive income
ed
0
anges resulting from investments by and distributions to its shareholders.



                       Three Months Ended                                           Six Months Ended
                             June 30,                                                    June 30,
                    2010                      2009                           2010                      2009
                $    1,123                   $   859                   $      2,314                $    1,843

                      121                         81                           148                       147

                       (11 )                      (2 )                          (35 )                         (4 )
                        (9 )                       9                            (13 )                          3


                $    1,224                   $   947                   $      2,414                $    1,989
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                            Segment Financial Information (Tables)



                            Segment Financial Information (Tables)

Segment Financial Information
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                                                                                                         6 Months Ended
                                                                                                          Jun. 30, 2010
          The following table presents reporting segment financial information:



                                                                              Health
                                                                           Benefits
          (in millions)                                                                   OptumHealth                Ingenix
             Three Months Ended June 30, 2010
            Revenues — external customers:
                 Premiums                                                 $    20,498     $        627              $      0
                 Services                                                         1,009             81                    308
                 Products                                                             0              0                     11


            Total revenues — external customers                                21,507              708                    319


            Total revenues — intersegment                                            0             729                    210
            Investment and other income                                            131              17                      0


            Total revenues                                                $    21,638     $      1,454              $     529


            Earnings from operations                                      $       1,544   $        161              $     60
            Interest expense                                                          0              0                     0


            Earnings before income taxes                                  $       1,544   $        161              $     60


            Three Months Ended June 30, 2009
            Revenues — external customers:
                 Premiums                                                 $    19,167     $        579              $      0
                 Services                                                          980              69                    248
                 Products                                                            0               0                      8


            Total revenues — external customers                                20,147              648                    256


            Total revenues — intersegment                                            0             691                    165
            Investment and other income                                            135              17                      0


            Total revenues                                                $    20,282     $      1,356              $     421


            Earnings from operations                                      $       1,073   $        142              $     59
            Interest expense                                                          0              0                     0


            Earnings before income taxes                                  $       1,073   $        142              $     59


            Six Months Ended June 30, 2010
Revenues — external customers:
    Premiums                          $   41,004   $   1,249   $      0
    Services                               1,987        155         604
    Products                                   0          0          25


Total revenues — external customers       42,991       1,404        629


Total revenues — intersegment                 0        1,432        405
Investment and other income                 284           35          0


Total revenues                        $   43,275   $   2,871   $   1,034


Earnings from operations              $    3,226   $    312    $    113
Interest expense                               0          0           0


Earnings before income taxes          $    3,226   $    312    $    113


Six Months Ended June 30, 2009
Revenues — external customers:
    Premiums                          $   38,707   $   1,150   $      0
    Services                               1,973        139         469
    Products                                   0          0          21


Total revenues — external customers       40,680       1,289        490


Total revenues — intersegment                 0        1,365        316
Investment and other income                 274           34          0


Total revenues                        $   40,954   $   2,688   $    806


Earnings from operations              $    2,394   $    300    $    108
Interest expense                               0          0           0


Earnings before income taxes          $    2,394   $    300    $    108
hs Ended
30, 2010




           Prescription            Corporate and
               Solutions           Intersegment
                                    Eliminations           Consolidated



           $               0   $                   0   $          21,125
                        15                         0               1,413
                       566                         0                 577


                       581                         0              23,115


                     3,632                  (4,571 )                  0
                         1                       0                  149


           $         4,214     $            (4,571 )   $          23,264


           $           136     $                0      $           1,901
                         0                   (119 )                 (119 )


           $           136     $             (119 )    $           1,782




           $               0   $                   0   $          19,746
                        10                         0               1,307
                       441                         0                 449


                       451                         0              21,502


                     3,104                  (3,960 )                  0
                         1                       0                  153


           $         3,556     $            (3,960 )   $          21,655


           $           166     $                0      $           1,440
                         0                   (139 )                 (139 )


           $           166     $             (139 )    $           1,301
$      0    $        0     $   42,253
       31            0          2,777
    1,080            0          1,105


    1,111            0         46,135


    7,196       (9,033 )           0
        3            0           322


$   8,310   $   (9,033 )   $   46,457


$    266    $       0      $    3,917
       0         (244 )          (244 )


$    266    $    (244 )    $    3,673




$      0    $        0     $   39,857
      22             0          2,603
     867             0            888


     889             0         43,348


    6,203       (7,884 )           0
        3            0           311


$   7,095   $   (7,884 )   $   43,659


$    306    $       0      $    3,108
       0         (270 )          (270 )


$    306    $    (270 )    $    2,838
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                             Short-Term and Long-Term Investments (Detail)


                         Short-Term and Long-Term Investments (Detail) (USD $)
                                                                                    Jun. 30, 2010
                                                  In Millions
Amortized Cost                                                                            $14,490
Gross Unrealized Gains                                                                        648
Gross Unrealized Losses                                                                       -23
Fair Value                                                                                 15,115
Available-for-sale | Debt Securities
Amortized Cost                                                                             13,833
Gross Unrealized Gains                                                                        624
Gross Unrealized Losses                                                                        -9
Fair Value                                                                                 14,448
Available-for-sale | Debt Securities | U.S. government and agency obligations
Amortized Cost                                                                              1,767
Gross Unrealized Gains                                                                         36
Gross Unrealized Losses                                                                         0
Fair Value                                                                                  1,803
Available-for-sale | Debt Securities | State and municipal obligations
Amortized Cost                                                                              5,927
Gross Unrealized Gains                                                                        269
Gross Unrealized Losses                                                                        -4
Fair Value                                                                                  6,192
Available-for-sale | Debt Securities | Corporate obligations
Amortized Cost                                                                              3,834
Gross Unrealized Gains                                                                        215
Gross Unrealized Losses                                                                        -5
Fair Value                                                                                  4,044
Available-for-sale | Debt Securities | U.S. agency mortgage-backed securities
Amortized Cost                                                                              1,805
Gross Unrealized Gains                                                                         77
Gross Unrealized Losses                                                                         0
Fair Value                                                                                  1,882
Available-for-sale | Debt Securities | Non-U.S. agency mortgage-backed securities
Amortized Cost                                                                                500
Gross Unrealized Gains                                                                         27
Gross Unrealized Losses                                                                         0
Fair Value                                                                                    527
Available-for-sale | Equity Securities
Amortized Cost                                                                                451
Gross Unrealized Gains                                                                         18
Gross Unrealized Losses                                                                       -14
Fair Value                                                                                    455
Held-to-maturity | Debt Securities
Amortized Cost                                                                                206
Gross Unrealized Gains                                                                          6
Gross Unrealized Losses                                                             0
Fair Value                                                                         212
Held-to-maturity | Debt Securities | U.S. government and agency obligations
Amortized Cost                                                                     170
Gross Unrealized Gains                                                              6
Gross Unrealized Losses                                                             0
Fair Value                                                                         176
Held-to-maturity | Debt Securities | State and municipal obligations
Amortized Cost                                                                     16
Gross Unrealized Gains                                                              0
Gross Unrealized Losses                                                             0
Fair Value                                                                         16
Held-to-maturity | Debt Securities | Corporate obligations
Amortized Cost                                                                     20
Gross Unrealized Gains                                                              0
Gross Unrealized Losses                                                             0
Fair Value                                                                         $20


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            Dec. 31, 2009

                  $14,107
                      497
                      -50
                   14,554


                   13,329
                      481
                      -36
                   13,774


                     1,566
                       12
                       -11
                     1,567


                     6,080
                      248
                       -11
                     6,317


                     3,278
                      149
                        -6
                     3,421


                     1,870
                       64
                        -3
                     1,931


                      535
                        8
                       -5
                      538


                      579
                       12
                      -14
                      577


                      199
                        4
 0
203


158
 4
 0
162


17
 0
 0
17


24
 0
 0
$24
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                                     Investments - Additional Information (Detail)


                             Investments - Additional Information (Detail) (USD $)
                                                                                        Jun. 30, 2010
                                                      In Millions
Fair Value                                                                                    $15,115
Number of security positions generating unrealized losses                                         460
Total number of security positions                                                             13,000
Securities Collateralized By Sub Prime Home Equity Lines of Credit
Fair Value                                                                                          7
Alt A Securities
Fair Value                                                                                         17
Commercial Mortgage Loans in Default | Non-U.S. agency mortgage-backed securities
Fair Value                                                                                         $8
Commercial mortgage loans in default from the total mortgage backed security holdings            0.01


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 Fair Value of the Company's Mortgage-Backed Securities by Credit Rating and Non-U.S. Agency Mortgage-Backed
                                       Securities by Origination (Detail)


 Fair Value of the Company's Mortgage-Backed Securities by Credit Rating and Non-U.S. Agency Mortgage-Backed
                                    Securities by Origination (Detail) (USD $)
                                                        In Millions
Mortgage-backed securities
AAA
Mortgage-backed securities
AAA | 2007 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
AAA | 2006 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
AAA | 2005 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
AAA | Pre-2005 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
AAA | U.S. agency mortgage-backed securities
Mortgage-backed securities
A
Mortgage-backed securities
A | 2007 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
A | 2006 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
A | 2005 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
A | Pre-2005 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
A | U.S. agency mortgage-backed securities
Mortgage-backed securities
BBB
Mortgage-backed securities
BBB | 2007 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
BBB | 2006 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
BBB | 2005 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
BBB | Pre-2005 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
BBB | U.S. agency mortgage-backed securities
Mortgage-backed securities
Non-Investment Grade
Mortgage-backed securities
Non-Investment Grade | 2007 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
Non-Investment Grade | 2006 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
Non-Investment Grade | 2005 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
Non-Investment Grade | Pre-2005 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
Non-Investment Grade | U.S. agency mortgage-backed securities
Mortgage-backed securities
2007 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
2006 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
2005 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
Pre-2005 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
U.S. agency mortgage-backed securities
Mortgage-backed securities


Enhanced HTML Rendering of XBRL Document • XBRL Rendering • Last update 8.5.2010
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            Jun. 30, 2010

                   $2,409


                     2,360


                       76


                      136


                      140


                      126


                     1,882


                        9


                        1


                        6


                        1


                        1


                        0


                        9


                        9


                        0


                        0


                        0


                        0


                       31
    3


   17


   11


    0


    0


   89


  159


  152


  127


$1,882
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         Amortized Cost and Fair Value of Available-For-Sale Debt Securities by Contractual Maturity (Detail)


     Amortized Cost and Fair Value of Available-For-Sale Debt Securities by Contractual Maturity (Detail) (USD $)

                                                             In Millions
Due in one year or less, amortized cost
Due after one year through five years, amortized cost
Due after five years through ten years, amortized cost
Due after ten years, amortized cost
Total debt securities - available-for-sale, amortized cost
Due in one year or less, fair value
Due after one year through five years, fair value
Due after five years through ten years, fair value
Due after ten years, fair value
Total debt securities - available-for-sale, fair value
U.S. agency mortgage-backed securities
Mortgage-backed securities, amortized cost
Mortgage-backed securities, fair value
Non-U.S. agency mortgage-backed securities
Mortgage-backed securities, amortized cost
Mortgage-backed securities, fair value


Enhanced HTML Rendering of XBRL Document • XBRL Rendering • Last update 8.5.2010
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            Jun. 30, 2010

                   $1,273
                     4,754
                     3,251
                     2,250
                   13,833
                     1,282
                     4,984
                     3,426
                     2,347
                   14,448


                     1,805
                     1,882


                      500
                     $527
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          Amortized Cost and Fair Value of Held-To-Maturity Debt Securities by Contractual Maturity (Detail)


      Amortized Cost and Fair Value of Held-To-Maturity Debt Securities by Contractual Maturity (Detail) (USD $)

                                                           In Millions
Due in one year or less, amortized cost
Due after one year through five years, amortized cost
Due after five years through ten years, amortized cost
Due after ten years, amortized cost
Total debt securities - held-to-maturity, amortized cost
Due in one year or less, fair value
Due after one year through five years, fair value
Due after five years through ten years, fair value
Due after ten years, fair value
Total debt securities - held-to-maturity, fair value


Enhanced HTML Rendering of XBRL Document • XBRL Rendering • Last update 8.5.2010
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            Jun. 30, 2010

                      $76
                       93
                       27
                       10
                      206
                       77
                       96
                       28
                       11
                     $212
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 Fair Value of Available-for-Sale Investments with Gross Unrealized Losses by Investment Type and Length of Time
               That Individual Securities Have Been in a Continuous Unrealized Loss Position (Detail)



 Fair Value of Available-for-Sale Investments with Gross Unrealized Losses by Investment Type and Length of Time
           That Individual Securities Have Been in a Continuous Unrealized Loss Position (Detail) (USD $)

                                                       In Millions
Debt Securities
Less Than 12 Months Fair Value
Less Than 12 Months Gross Unrealized Losses
12 Months or Greater Fair Value
12 Months or Greater Gross Unrealized Losses
Total Fair Value
Total Gross Unrealized Losses
Debt Securities | U.S. government and agency obligations
Less Than 12 Months Fair Value
Less Than 12 Months Gross Unrealized Losses
12 Months or Greater Fair Value
12 Months or Greater Gross Unrealized Losses
Total Fair Value
Total Gross Unrealized Losses
Debt Securities | State and municipal obligations
Less Than 12 Months Fair Value
Less Than 12 Months Gross Unrealized Losses
12 Months or Greater Fair Value
12 Months or Greater Gross Unrealized Losses
Total Fair Value
Total Gross Unrealized Losses
Debt Securities | Corporate obligations
Less Than 12 Months Fair Value
Less Than 12 Months Gross Unrealized Losses
12 Months or Greater Fair Value
12 Months or Greater Gross Unrealized Losses
Total Fair Value
Total Gross Unrealized Losses
Debt Securities | U.S. agency mortgage-backed securities
Less Than 12 Months Fair Value
Less Than 12 Months Gross Unrealized Losses
12 Months or Greater Fair Value
12 Months or Greater Gross Unrealized Losses
Total Fair Value
Total Gross Unrealized Losses
Debt Securities | Non-U.S. agency mortgage-backed securities
Less Than 12 Months Fair Value
Less Than 12 Months Gross Unrealized Losses
12 Months or Greater Fair Value
12 Months or Greater Gross Unrealized Losses
Total Fair Value
Total Gross Unrealized Losses
Equity Securities
Less Than 12 Months Fair Value
Less Than 12 Months Gross Unrealized Losses
12 Months or Greater Fair Value
12 Months or Greater Gross Unrealized Losses
Total Fair Value
Total Gross Unrealized Losses


Enhanced HTML Rendering of XBRL Document • XBRL Rendering • Last update 8.5.2010
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            Jun. 30, 2010   Dec. 31, 2009




                     $370          $1,622
                       -6             -24
                       99             261
                       -3             -12
                      469           1,883
                       -9             -36


                                      437
                                      -11
                                        4
                                        0
                                      441
                                      -11


                      153             392
                       -2              -6
                       77             100
                       -2              -5
                      230             492
                       -4             -11


                      217             304
                       -4              -3
                       22              69
                       -1              -3
                      239             373
                       -5              -6


                                      355
                                       -3
                                        2
                                        0
                                      357
                                       -3


                                      134
                                       -1
          86
          -4
         220
           -5


 174     169
 -13     -13
  11       1
  -1      -1
 185     170
($14)   ($14)
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                             Net Realized Gains, Before Taxes (Detail)


                        Net Realized Gains, Before Taxes (Detail) (USD $)                3 Months Ended
                                            In Millions                            Jun. 30, 2010    Jun. 30, 2009
Total OTTI                                                                                   ($4)             ($5)
Portion of loss recognized in other comprehensive income                                        0                0
Net OTTI recognized in earnings                                                               -4               -5
Gross realized losses from sales                                                              -2              -19
Gross realized gains from sales                                                               22               27
Net realized gains                                                                           $16               $3


Enhanced HTML Rendering of XBRL Document • XBRL Rendering • Last update 8.5.2010
      6 Months Ended
Jun. 30, 2010    Jun. 30, 2009
          ($5)           ($37)
             0               0
           -5              -37
           -3              -30
           62               73
          $54               $6
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        Financial Assets and Liabilities, Excluding AARP, Measured at Fair Value on a Recurring basis (Detail)



   Financial Assets and Liabilities, Excluding AARP, Measured at Fair Value on a Recurring basis (Detail) (USD $)

                                                         In Millions
Cash and cash equivalents
Total cash, cash equivalents and investments at fair value
Interest rate swap assets
Total assets at fair value
Percentage of total assets at fair value
Interest rate swap liabilities
Quoted Prices in Active Markets (Level 1)
Cash and cash equivalents
Total cash, cash equivalents and investments at fair value
Interest rate swap assets
Total assets at fair value
Percentage of total assets at fair value
Interest rate swap liabilities
Quoted Prices in Active Markets (Level 1) | Debt Securities
Available for sale securities
Quoted Prices in Active Markets (Level 1) | Debt Securities | U.S. government and agency obligations
Available for sale securities
Quoted Prices in Active Markets (Level 1) | Debt Securities | State and municipal obligations
Available for sale securities
Quoted Prices in Active Markets (Level 1) | Debt Securities | Corporate obligations
Available for sale securities
Quoted Prices in Active Markets (Level 1) | Debt Securities | U.S. agency mortgage-backed securities
Available for sale securities
Quoted Prices in Active Markets (Level 1) | Debt Securities | Non-U.S. agency mortgage-backed securities
Available for sale securities
Quoted Prices in Active Markets (Level 1) | Equity Securities
Available for sale securities
Other Observable Inputs (Level 2)
Cash and cash equivalents
Total cash, cash equivalents and investments at fair value
Interest rate swap assets
Total assets at fair value
Percentage of total assets at fair value
Interest rate swap liabilities
Other Observable Inputs (Level 2) | Debt Securities
Available for sale securities
Other Observable Inputs (Level 2) | Debt Securities | U.S. government and agency obligations
Available for sale securities
Other Observable Inputs (Level 2) | Debt Securities | State and municipal obligations
Available for sale securities
Other Observable Inputs (Level 2) | Debt Securities | Corporate obligations
Available for sale securities
Other Observable Inputs (Level 2) | Debt Securities | U.S. agency mortgage-backed securities
Available for sale securities
Other Observable Inputs (Level 2) | Debt Securities | Non-U.S. agency mortgage-backed securities
Available for sale securities
Other Observable Inputs (Level 2) | Equity Securities
Available for sale securities
Unobservable Inputs (Level 3)
Cash and cash equivalents
Total cash, cash equivalents and investments at fair value
Interest rate swap assets
Total assets at fair value
Percentage of total assets at fair value
Interest rate swap liabilities
Unobservable Inputs (Level 3) | Debt Securities
Available for sale securities
Unobservable Inputs (Level 3) | Debt Securities | U.S. government and agency obligations
Available for sale securities
Unobservable Inputs (Level 3) | Debt Securities | State and municipal obligations
Available for sale securities
Unobservable Inputs (Level 3) | Debt Securities | Corporate obligations
Available for sale securities
Unobservable Inputs (Level 3) | Debt Securities | U.S. agency mortgage-backed securities
Available for sale securities
Unobservable Inputs (Level 3) | Debt Securities | Non-U.S. agency mortgage-backed securities
Available for sale securities
Unobservable Inputs (Level 3) | Equity Securities
Available for sale securities
Debt Securities
Available for sale securities
Debt Securities | U.S. government and agency obligations
Available for sale securities
Debt Securities | State and municipal obligations
Available for sale securities
Debt Securities | Corporate obligations
Available for sale securities
Debt Securities | U.S. agency mortgage-backed securities
Available for sale securities
Debt Securities | Non-U.S. agency mortgage-backed securities
Available for sale securities
Equity Securities
Available for sale securities


Enhanced HTML Rendering of XBRL Document • XBRL Rendering • Last update 8.5.2010
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            Jun. 30, 2010    Dec. 31, 2009

                   $9,983           $9,800
                   24,886           24,151
                       35
                   24,921
                        1                1
                        2


                     9,545           9,135
                   11,032           10,439
                        0
                   11,032
                      0.44            0.43
                        0


                     1,220           1,042


                     1,201           1,024


                        0                0


                       19               18


                        0                0


                        0                0


                      267              262


                      438              665
                   13,561           13,280
                       35
                   13,596
                      0.55            0.55
                        2


                   13,121           12,612


                      602              543


                     6,192           6,317
 3,926    3,293


 1,882    1,931


  519      528


    2        3


    0        0
  293      432
    0
  293
  0.01     0.02
    0


  107      120


    0        0


    0        0


   99      110


    0        0


    8       10


  186      312


14,448   13,774


 1,803    1,567


 6,192    6,317


 4,044    3,421


 1,882    1,931


  527      538


 $455     $577
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                                          Fair Value - Additional Information (Detail)



                                     Fair Value - Additional Information (Detail) (USD $)

Transfers between Level 1 and 2 securities
Transfers into or from Level 3
Significant fair value adjustments for non-financial assets and liabilities or financial assets and liabilities that are measured at
fair value on a nonrecurring basis


Enhanced HTML Rendering of XBRL Document • XBRL Rendering • Last update 8.5.2010
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                 3 Months Ended                6 Months Ended
            Jun. 30, 2010 Jun. 30, 2009   Jun. 30, 2010 Jun. 30, 2009
                        $0                            $0
                        0             0               0             0

                      $0             $0             $0             $0
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         Reconciliation of Assets Measured at Fair Value on a Recurring Basis Using Level 3 Inputs (Detail)


     Reconciliation of Assets Measured at Fair Value on a Recurring Basis Using Level 3 Inputs (Detail) (USD $)

                                                     In Millions
Balance at beginning of period
Purchases (sales), net
Net unrealized gains in accumulated other comprehensive income
Net realized gains in investment and other income
Balance at end of period
Debt Securities
Balance at beginning of period
Purchases (sales), net
Net unrealized gains in accumulated other comprehensive income
Net realized gains in investment and other income
Balance at end of period
Equity Securities
Balance at beginning of period
Purchases (sales), net
Net unrealized gains in accumulated other comprehensive income
Net realized gains in investment and other income
Balance at end of period


Enhanced HTML Rendering of XBRL Document • XBRL Rendering • Last update 8.5.2010
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                 3 Months Ended               6 Months Ended

            Jun. 30, 2010 Jun. 30, 2009 Jun. 30, 2010 Jun. 30, 2009
                      $438          $361          $432          $366
                     -161             7          -156             3
                        6             6             6             5
                      10             -5            11            -5
                     293            369           293           369


                     114             60           120            62
                       -9             0           -14             -2
                        0             0             0              0
                       2              0             1             0
                     107             60           107            60


                     324            301           312           304
                     -152             7          -142             5
                        6             6             6             5
                       8            -5             10            -5
                     $186         $309           $186          $309
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 Summary of Fair Value and Carrying Value for Certain Financial Instruments for which it is Practicable to Estimate
                                               Fair Value (Detail)


 Summary of Fair Value and Carrying Value for Certain Financial Instruments for which it is Practicable to Estimate
                                           Fair Value (Detail) (USD $)
                                                    In Millions
Assets
Debt securities - available-for-sale
Equity securities - available-for-sale
Debt securities - held-to-maturity
AARP Program-related investments
Interest rate swap assets
Liabilities
Senior unsecured notes
Interest rate swap liabilities
Fair Value
Assets
Debt securities - available-for-sale
Equity securities - available-for-sale
Debt securities - held-to-maturity
AARP Program-related investments
Interest rate swap assets
Liabilities
Senior unsecured notes
Interest rate swap liabilities


Enhanced HTML Rendering of XBRL Document • XBRL Rendering • Last update 8.5.2010
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            Jun. 30, 2010    Dec. 31, 2009



                  $14,448          $13,774
                      455              577
                      206              199
                     2,386           2,114
                       35                0


                   10,712           11,173
                        2                0



                   14,448           13,774
                      455              577
                      212              203
                     2,386           2,114
                       35                0


                   11,186           11,043
                       $2               $0
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                 Condensed Consolidated Balance Sheets Amounts of Medicare Part D Program (Detail)


             Condensed Consolidated Balance Sheets Amounts of Medicare Part D Program (Detail) (USD $)
                                                                                                         Jun. 30, 2010
                                                     In Millions
Other current receivables                                                                                   $1,810
Other policy liabilities                                                                                     3,891
CMS Subsidies
Other current receivables                                                                                        0
Other policy liabilities                                                                                       671
Risk-Share
Other current receivables                                                                                        0
Other policy liabilities                                                                                     $128


[1] Includes the Catastrophic Reinsurance Subsidy and the Low-Income Member Cost Sharing Subsidy


Enhanced HTML Rendering of XBRL Document • XBRL Rendering • Last update 8.5.2010
Jun. 30, 2010 Dec. 31, 2009

                 $1,838
                  3,137

         [1]              [1]
                    271
         [1]              [1]
                      0


                      0
                   $268
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                    Medical Costs and Medical Costs Payable - Additional Information (Detail)


                Medical Costs and Medical Costs Payable - Additional Information (Detail) (USD $)         3 Months Ended
                                                   In Millions                                      Jun. 30, 2010
Prior fiscal year
Net favorable medical cost development                                                                        $90
First quarter
Net favorable medical cost development                                                                       $180


Enhanced HTML Rendering of XBRL Document • XBRL Rendering • Last update 8.5.2010
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     3 Months Ended                  6 Months Ended
               Jun. 30, 2009   Jun. 30, 2010   Jun. 30, 2009


                          $0            $580            $200


                         $30
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                         Commercial Paper and Long-Term Debt (Detail)


                     Commercial Paper and Long-Term Debt (Detail) (USD $)
                                                                            Jun. 30, 2010
                                             In Millions
Par Value                                                                   $10,945
                                                                                       [1],[2]
Carrying Value                                                               10,712
                                                                                       [3]
Fair Value                                                                   11,186
Commercial Paper
Par Value                                                                       880
                                                                                       [1],[2]
Carrying Value                                                                  880
                                                                                       [3]
Fair Value                                                                      880
Senior Unsecured Floating-Rate Notes Due June 2010
Par Value                                                                          0
                                                                                       [1],[2]
Carrying Value                                                                     0
                                                                                       [3]
Fair Value                                                                         0
5.1% senior unsecured notes due November 2010
Par Value                                                                       250
                                                                                       [1],[2]
Carrying Value                                                                  253
                                                                                       [3]
Fair Value                                                                      254
Senior unsecured floating-rate notes due February 2011
Par Value                                                                       250
                                                                                       [1],[2]
Carrying Value                                                                  250
                                                                                       [3]
Fair Value                                                                      251
5.3% senior unsecured notes due March 2011
                                                                                       [4]
Par Value                                                                       705
                                                                                       [1],[2],[4]
Carrying Value                                                                  720
                                                                                       [3],[4]
Fair Value                                                                      724
5.5% senior unsecured notes due November 2012
                                                                                       [4]
Par Value                                                                       352
                                                                                       [1],[2],[4]
Carrying Value                                                                  375
                                                                                       [3],[4]
Fair Value                                                                      378
4.9% senior unsecured notes due February 2013
                                                                                       [4]
Par Value                                                                       534
                                                                                       [1],[2],[4]
Carrying Value                                                                  538
                                                                                       [3],[4]
Fair Value                                                                      573
4.9% senior unsecured notes due April 2013
                                                                                       [4]
Par Value                                                                       409
                                                                                       [1],[2],[4]
Carrying Value                                                                  425
                                                                                       [3],[4]
Fair Value                                                                      437
4.8% senior unsecured notes due February 2014
                                                                                       [4]
Par Value                                                                       172
                                                                                       [1],[2],[4]
Carrying Value                                                                  187
                                                                                       [3],[4]
Fair Value                                                                      184
5.0% senior unsecured notes due August 2014
                                                                                       [4]
Par Value                                                                       389
                                                                                       [1],[2],[4]
Carrying Value                                                                  426
                                                                                                                             [3],[4]
Fair Value                                                                                                             424
4.9% senior unsecured notes due March 2015
                                                                                                                             [4]
Par Value                                                                                                              416
                                                                                                                             [1],[2],[4]
Carrying Value                                                                                                         459
                                                                                                                             [3],[4]
Fair Value                                                                                                             442
5.4% senior unsecured notes due March 2016
                                                                                                                             [4]
Par Value                                                                                                              601
                                                                                                                             [1],[2],[4]
Carrying Value                                                                                                         673
                                                                                                                             [3],[4]
Fair Value                                                                                                             653
5.4% senior unsecured notes due November 2016
Par Value                                                                                                               95
                                                                                                                             [1],[2]
Carrying Value                                                                                                          95
                                                                                                                             [3]
Fair Value                                                                                                             104
6.0% senior unsecured notes due June 2017
                                                                                                                             [4]
Par Value                                                                                                              441
                                                                                                                             [1],[2],[4]
Carrying Value                                                                                                         513
                                                                                                                             [3],[4]
Fair Value                                                                                                             484
6.0% senior unsecured notes due November 2017
                                                                                                                             [4]
Par Value                                                                                                              156
                                                                                                                             [1],[2],[4]
Carrying Value                                                                                                         177
                                                                                                                             [3],[4]
Fair Value                                                                                                             176
6.0% senior unsecured notes due February 2018
Par Value                                                                                                            1,100
                                                                                                                             [1],[2]
Carrying Value                                                                                                       1,099
                                                                                                                             [3]
Fair Value                                                                                                           1,227
Zero coupon senior unsecured notes due November 2022
                                                                                                                             [5]
Par Value                                                                                                            1,095
                                                                                                                             [1],[2],[5]
Carrying Value                                                                                                         573
                                                                                                                             [3],[5]
Fair Value                                                                                                             642
5.8% senior unsecured notes due March 2036
Par Value                                                                                                              850
                                                                                                                             [1],[2]
Carrying Value                                                                                                         844
                                                                                                                             [3]
Fair Value                                                                                                             854
6.5% senior unsecured notes due June 2037
Par Value                                                                                                              500
                                                                                                                             [1],[2]
Carrying Value                                                                                                         495
                                                                                                                             [3]
Fair Value                                                                                                             540
6.6% senior unsecured notes due November 2037
Par Value                                                                                                              650
                                                                                                                             [1],[2]
Carrying Value                                                                                                         645
                                                                                                                             [3]
Fair Value                                                                                                             714
6.9% senior unsecured notes due February 2038
Par Value                                                                                                            1,100
                                                                                                                             [1],[2]
Carrying Value                                                                                                       1,085
                                                                                                                             [3]
Fair Value                                                                                                          $1,245



[1] The carrying value of debt has been adjusted based upon the applicable interest rate swap fair values discussed under "Interest Rate Swap Contracts" be
[2] The carrying value of debt reflects accretion of issuance discounts and unamortized net gains or losses on related interest rate swap contracts, which term
in January 2009.
[3] Estimated based on third-party quoted market prices for the same or similar issues.
[4] A portion of these notes was classified with the current maturities of long-term debt in the Condensed Consolidated Balance Sheets as of December 31, 2
due to the debt tender offers discussed under "Debt Tender" below.
[5] These notes have been classified with the current maturities of long-term debt in the Condensed Consolidated Balance Sheets as of June 30, 2010 and
December 31, 2009 due to a current note holder option to "put" the note to the Company beginning on November 15, 2010, and on each November 15 therea
until 2022 (except 2014), for a specified price.


Enhanced HTML Rendering of XBRL Document • XBRL Rendering • Last update 8.5.2010
Dec. 31, 2009

  $11,340
            [2]
   11,173
            [3]
   11,043


        0
            [2]
        0
            [3]
        0


      500
            [2]
      500
            [3]
      499


      250
            [2]
      257
            [3]
      259


      250
            [2]
      250
            [3]
      251

            [4]
      750
            [2],[4]
      781
            [3],[4]
      777

            [4]
      450
            [2],[4]
      480
            [3],[4]
      481

            [4]
      550
            [2],[4]
      549
            [3],[4]
      575

            [4]
      450
            [2],[4]
      464
            [3],[4]
      472

            [4]
      250
            [2],[4]
      268
            [3],[4]
      256

            [4]
      500
            [2],[4]
      540
                                    [3],[4]
                             518

                                    [4]
                             500
                                    [2],[4]
                             544
                                    [3],[4]
                             513

                                    [4]
                             750
                                    [2],[4]
                             847
                                    [3],[4]
                             772


                               95
                                    [2]
                               95
                                    [3]
                               98

                                    [4]
                             500
                                    [2],[4]
                             587
                                    [3],[4]
                             523

                                    [4]
                             250
                                    [2],[4]
                             285
                                    [3],[4]
                             258


                            1,100
                                    [2]
                            1,099
                                    [3]
                            1,136

                                    [5]
                            1,095
                                    [2],[5]
                             558
                                    [3],[5]
                             611


                             850
                                    [2]
                             844
                                    [3]
                             762


                             500
                                    [2]
                             495
                                    [3]
                             493


                             650
                                    [2]
                             645
                                    [3]
                             651


                            1,100
                                    [2]
                            1,085
                                    [3]
                          $1,138



er "Interest Rate Swap Contracts" below.
erest rate swap contracts, which terminated
alance Sheets as of December 31, 2009

ce Sheets as of June 30, 2010 and
10, and on each November 15 thereafter
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                    Commercial Paper and Long-Term Debt - Additional Information (Detail)


               Commercial Paper and Long-Term Debt - Additional Information (Detail) (USD $)    Jun. 30, 2010
Five-year revolving bank credit facility, which matures in May 2012                             $2,500,000,000
Debt-to-total-capital ratio                                                                                 0.5
Principal amount of certain outstanding notes, cash tender offers
Commercial Paper
Maturity date of commercial paper                                                              270 days
Commercial Paper | Minimum
Interest Rate                                                                                             0.004
Commercial Paper | Maximum
Interest Rate                                                                                             0.005
Revolving Credit Facility
Banks with which the company has bank credit facility                                                       23
Amounts outstanding under the bank credit facility                                                          $0
Revolving Credit Facility | Minimum
Interest Rate                                                                                             0.005
Revolving Credit Facility | Maximum
Interest Rate                                                                                              0.01


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               Feb. 05, 2010



                 775,000,000
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                           Summary of Location and Fair Value of Fair Value Hedges (Detail)


      Summary of Location and Fair Value of Fair Value Hedges (Detail) (Interest Rate Swap Contracts, USD $)

                                                     In Millions
Notional Amount
Interest Rate Swap Contracts | Other Assets
Fair Value
Interest Rate Swap Contracts | Other Liabilities
Fair Value


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            Jun. 30, 2010

                   $3,578


                       35


                       $2
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                       Summary of Effect of Changes in Fair Value of Fair Value Hedges (Detail)


Summary of Effect of Changes in Fair Value of Fair Value Hedges (Detail) (Fair Value Hedge, Interest expense, USD
                                                        $)
                                                        In Millions
Fair Value Hedge | Interest expense | Interest Rate Swap Contracts
Hedged Item Gain (Loss) Recognized
Fair Value Hedge | Interest expense | Fixed Rate Debt
Hedged Item Gain (Loss) Recognized


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            3 Months Ended     6 Months Ended

             Jun. 30, 2010      Jun. 30, 2010


                         $47                $33


                       ($47)              ($33)
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                            Income Taxes - Additional Information (Detail)


                                                                                        3 Months Ended
                            Income Taxes - Additional Information (Detail)
                                                                                   Jun. 30, 2010 Jun. 30, 2009
Effective Income Tax Rate                                                                    0.37          0.34


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     6 Months Ended
Jun. 30, 2010 Jun. 30, 2009
          0.37         0.351
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                                   Shareholders' Equity - Additional Information (Detail)


                               Shareholders' Equity - Additional Information (Detail) (USD $)

                                          In Millions, except Per Share data
Additional amount of shares of common stock authorized by Board of Directors for the Company to purchase
Common stock repurchases, shares
Common stock repurchases, average price
Common stock repurchases, value
Cash dividend paid per share
Dividend Record Date
Dividend Payment Date
Prior fiscal year
Cash dividend paid per share
Dividend Record Date
Dividend Payment Date
Second quarter
Cash dividend paid per share


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            3 Months Ended         6 Months Ended

             Jun. 30, 2010          Jun. 30, 2010        Feb. 09, 2010
                             85                     85              120
                                                    39
                                                $32
                                              $1,241
                       $0.16                   $0.16
                                  6/7/2010
           6/21/2010              6/21/2010


                                               $0.03
                                  4/6/2010
                                  4/20/2010


                                               $0.13
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            Share-Based Compensation and Other Employee Benefit Plans - Additional Information (Detail)


       Share-Based Compensation and Other Employee Benefit Plans - Additional Information (Detail) (USD $)

                                            In Millions, except Per Share data
Weighted-average grant date fair value of restricted shares granted during the period
Share-based compensation expense
Share-based compensation expense, net of tax effects
Total unrecognized compensation cost related to share awards
Total unrecognized compensation cost related to share awards, weighted-average period (in years)
Income tax benefit realized from share-based award exercises
Stock Options and SARs
Shares available for future grants
Period that stock options and SARS may be exercised from the date of grant
Weighted-average grant date fair value of stock options and SARs granted during the period (per share)
Total intrinsic value of stock options and SARs exercised during the period
Stock Options and SARs | Lower Limit
Range of period that stock options and SARs vest ratably
Stock Options and SARs | Upper Limit
Range of period that stock options and SARs vest ratably
Restricted Stock
Shares available for future grants
Weighted-average grant date fair value of restricted shares granted during the period
Total fair value of restricted shares vested during the period
Restricted Stock | Lower Limit
Range of period that restricted shares vest ratably
Restricted Stock | Upper Limit
Range of period that restricted shares vest ratably


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                  3 Months Ended                 6 Months Ended

            Jun. 30, 2010   Jun. 30, 2009   Jun. 30, 2010 Jun. 30, 2009
                                                       $33
                      $67             $85           $167           $180
                       65              58            152            121
                      567                            567
                                                      1.4
                       16              16             44             69


                     56.5                            56.5
                                                      10
                      $10             $10            $13            $10
                        9               8             62            215


                                                        4


                                                        6


                     12.5                            12.5
                      $29             $28            $33            $29
                      $41             $45            $85            $54


                                                        2


                                                        5
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                                Stock Option and SAR Activity (Detail)


                            Stock Option and SAR Activity (Detail) (USD $)         6 Months Ended

                                In Thousands, except Per Share data                 Jun. 30, 2010
Shares
Outstanding at beginning of period                                                          124,146
Granted                                                                                       9,119
Exercised                                                                                    -4,055
Forfeited                                                                                    -3,930
Outstanding at end of period                                                                125,280
Exercisable at end of period                                                                 94,608
Vested and expected to vest end of period                                                   120,818
Weighted- Average Exercise Price
Outstanding at beginning of period                                                              $39
Granted                                                                                         $33
Exercised                                                                                       $18
Forfeited                                                                                       $44
Outstanding at end of period                                                                    $39
Exercisable at end of period                                                                    $40
Vested and expected to vest end of period                                                       $39
Weighted-Average Remaining Contractuad Life (in years)
Outstanding at end of period                                                                  5,500
Exercisable at end of period                                                                  4,500
Vested and expected to vest end of period                                                     5,300
Aggregate Intrinsic Value
Outstanding at end of period                                                                   $183
Exercisable at end of period                                                                    180
Vested and expected to vest end of period                                                      $183


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                      Share-Based Compensation Principal Fair Value Assumptions (Detail)


                                                                                                 3 Months Ended
                      Share-Based Compensation Principal Fair Value Assumptions (Detail)
                                                                                           Jun. 30, 2010
Risk free interest rate, lower limit
Risk free interest rate, upper limit
Risk free interest rate                                                                            0.019
Expected volatility, lower limit
Expected volatility, upper limit
Expected volatility                                                                                0.462
Expected dividend yield, lower limit
Expected dividend yield, upper limit
Expected dividend yield                                                                            0.017
Forfeiture rate                                                                                     0.05
Expected life in years, lower limit
Expected life in years, upper limit
Expected life in years                                                                               4.6


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    3 Months Ended              6 Months Ended
            Jun. 30, 2009 Jun. 30, 2010 Jun. 30, 2009
                     0.021         0.019         0.017
                     0.022        0.021          0.022


                                  0.458          0.413
                                  0.462          0.463
                     0.463
                                  0.001
                                  0.017
                     0.001                       0.001
                      0.05         0.05           0.05
                                    4.6            4.4
                                    5.1            5.1
                       4.4
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                                   Restricted Share Activity (Detail)


                             Restricted Share Activity (Detail) (USD $)            6 Months Ended

                              In Thousands, except Per Share data                   Jun. 30, 2010
Shares
Nonvested at beginning of period                                                             10,620
Granted                                                                                       4,147
Vested                                                                                       -2,645
Forfeited                                                                                      -261
Nonvested at end of period                                                                   11,861
Weighted-Average Grant Date Fair Value
Nonvested at beginning of period                                                                $32
Granted                                                                                         $33
Vested                                                                                          $32
Forfeited                                                                                       $32
Nonvested at end of period                                                                      $32


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                           AARP Program-Related Assets and Liabilities (Detail)


                     AARP Program-Related Assets and Liabilities (Detail) (USD $)
                                                                                    Jun. 30, 2010   Dec. 31, 2009
                                               In Millions
Accounts receivable                                                                        $2,766          $1,954
Assets under management                                                                     2,441           2,383
Medical costs payable                                                                       9,422           9,362
Accounts payable and accrued liabilities                                                    6,122           6,283
Other policy liabilities                                                                    3,891           3,137
Future policy benefits                                                                      2,324           2,325
Other liabilities                                                                           2,132           1,942
AARP Program
Accounts receivable                                                                           530             509
Assets under management                                                                     2,441           2,383
Medical costs payable                                                                       1,223           1,182
Accounts payable and accrued liabilities                                                       16              40
Other policy liabilities                                                                    1,163           1,145
Future policy benefits                                                                        497             482
Other liabilities                                                                             $72             $43


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          AARP Program Financial Assets and Liabilities Measured at Fair Value on a Recurring basis (Detail)


     AARP Program Financial Assets and Liabilities Measured at Fair Value on a Recurring basis (Detail) (USD $)

                                                        In Millions
Cash and cash equivalents
Total cash, cash equivalents and investments at fair value
Other liabilities
AARP Program
Cash and cash equivalents
Total cash, cash equivalents and investments at fair value
Other liabilities
Total liabilities at fair value
AARP Program | Quoted Prices in Active Markets (Level 1)
Cash and cash equivalents
Total cash, cash equivalents and investments at fair value
Other liabilities
Total liabilities at fair value
AARP Program | Quoted Prices in Active Markets (Level 1) | Debt Securities
Available for sale securities
AARP Program | Quoted Prices in Active Markets (Level 1) | Debt Securities | U.S. government and agency obligations

Available for sale securities
AARP Program | Quoted Prices in Active Markets (Level 1) | Debt Securities | State and municipal obligations
Available for sale securities
AARP Program | Quoted Prices in Active Markets (Level 1) | Debt Securities | Corporate obligations
Available for sale securities
AARP Program | Quoted Prices in Active Markets (Level 1) | Debt Securities | U.S. agency mortgage-backed securities

Available for sale securities
AARP Program | Quoted Prices in Active Markets (Level 1) | Debt Securities | Non-U.S. agency mortgage-backed securities

Available for sale securities
AARP Program | Quoted Prices in Active Markets (Level 1) | Equity Securities
Available for sale securities
AARP Program | Other Observable Inputs (Level 2)
Cash and cash equivalents
Total cash, cash equivalents and investments at fair value
Other liabilities
Total liabilities at fair value
AARP Program | Other Observable Inputs (Level 2) | Debt Securities
Available for sale securities
AARP Program | Other Observable Inputs (Level 2) | Debt Securities | U.S. government and agency obligations
Available for sale securities
AARP Program | Other Observable Inputs (Level 2) | Debt Securities | State and municipal obligations
Available for sale securities
AARP Program | Other Observable Inputs (Level 2) | Debt Securities | Corporate obligations
Available for sale securities
AARP Program | Other Observable Inputs (Level 2) | Debt Securities | U.S. agency mortgage-backed securities
Available for sale securities
AARP Program | Other Observable Inputs (Level 2) | Debt Securities | Non-U.S. agency mortgage-backed securities

Available for sale securities
AARP Program | Other Observable Inputs (Level 2) | Equity Securities
Available for sale securities
AARP Program | Unobservable Inputs (Level 3)
Cash and cash equivalents
Total cash, cash equivalents and investments at fair value
Other liabilities
Total liabilities at fair value
AARP Program | Unobservable Inputs (Level 3) | Debt Securities
Available for sale securities
AARP Program | Unobservable Inputs (Level 3) | Debt Securities | U.S. government and agency obligations
Available for sale securities
AARP Program | Unobservable Inputs (Level 3) | Debt Securities | State and municipal obligations
Available for sale securities
AARP Program | Unobservable Inputs (Level 3) | Debt Securities | Corporate obligations
Available for sale securities
AARP Program | Unobservable Inputs (Level 3) | Debt Securities | U.S. agency mortgage-backed securities
Available for sale securities
AARP Program | Unobservable Inputs (Level 3) | Debt Securities | Non-U.S. agency mortgage-backed securities
Available for sale securities
AARP Program | Unobservable Inputs (Level 3) | Equity Securities
Available for sale securities
AARP Program | Debt Securities
Available for sale securities
AARP Program | Debt Securities | U.S. government and agency obligations
Available for sale securities
AARP Program | Debt Securities | State and municipal obligations
Available for sale securities
AARP Program | Debt Securities | Corporate obligations
Available for sale securities
AARP Program | Debt Securities | U.S. agency mortgage-backed securities
Available for sale securities
AARP Program | Debt Securities | Non-U.S. agency mortgage-backed securities
Available for sale securities
AARP Program | Equity Securities
Available for sale securities
Debt Securities
Available for sale securities
Debt Securities | U.S. government and agency obligations
Available for sale securities
Debt Securities | State and municipal obligations
Available for sale securities
Debt Securities | Corporate obligations
Available for sale securities
Debt Securities | U.S. agency mortgage-backed securities
Available for sale securities
Debt Securities | Non-U.S. agency mortgage-backed securities
Available for sale securities
Equity Securities
Available for sale securities


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            Jun. 30, 2010    Dec. 31, 2009

                   $9,983           $9,800
                   24,886           24,151
                     2,132           1,942


                       55              269
                     2,441           2,383
                       72               43
                       72               43


                       55              269
                      555              627
                        0                0
                        0                0


                      500              358



                      500              358


                        0                0


                        0                0



                        0                0



                        0                0


                        0                0


                        0                0
                     1,886           1,756
                        0                0
                        0                0


                     1,884           1,754


                      318              298


                        9                9
 1,071     955


  346      343



  140      149


    2        2


    0        0
    0        0
   72       43
   72       43


    0        0


    0        0


    0        0


    0        0


    0        0


    0        0


    0        0


 2,384    2,112


  818      656


    9        9


 1,071     955


  346      343


  140      149


    2        2


14,448   13,774


 1,803    1,567


 6,192    6,317


 4,044    3,421
1,882   1,931


 527     538


$455    $577
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                                              Comprehensive Income (Detail)


                                          Comprehensive Income (Detail) (USD $)
                                                          In Millions
Net earnings
Unrealized holding gains on investment securities arising during the period, net of tax expense of $65, $46, $82 and $84,
respectively
Reclassification adjustment for net realized gains included in net earnings, net of tax expense of $5, $1, $19 and $2,
respectively
Foreign currency translation (losses) gains
Comprehensive income


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                 3 Months Ended              6 Months Ended
            Jun. 30, 2010 Jun. 30, 2009 Jun. 30, 2010 Jun. 30, 2009
                   $1,123           $859       $2,314        $1,843

                     121            81           148            147

                     -11             -2           -35             -4
                      -9              9           -13              3
                  $1,224          $947         $2,414         $1,989
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                                 Comprehensive Income (Parenthetical) (Detail)


                            Comprehensive Income (Parenthetical) (Detail) (USD $)                3 Months Ended
                                                    In Millions                            Jun. 30, 2010
Unrealized holding gains on investment securities during the period, tax expense                      $65
Reclassification adjustment for net realized gains included in net earnings, tax expense              $5


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      3 Months Ended              6 Months Ended
              Jun. 30, 2009 Jun. 30, 2010 Jun. 30, 2009
                         $46           $82           $84
                        $1            $19            $2
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                                Segment Financial Information (Detail)


                           Segment Financial Information (Detail) (USD $)         3 Months Ended
                                             In Millions                    Jun. 30, 2010   Jun. 30, 2009
Revenues - external customers:
Premiums                                                                          $21,125         $19,746
Services                                                                            1,413           1,307
Products                                                                              577             449
Total revenues - external customers                                                23,115          21,502
Total revenues - intersegment                                                           0               0
Investment and other income                                                           149             153
Total revenues                                                                     23,264          21,655
Earnings from operations                                                            1,901           1,440
Interest expense                                                                     -119            -139
Earnings before income taxes                                                        1,782           1,301
Health Benefits
Revenues - external customers:
Premiums                                                                           20,498          19,167
Services                                                                            1,009             980
Products                                                                                0               0
Total revenues - external customers                                                21,507          20,147
Total revenues - intersegment                                                           0               0
Investment and other income                                                           131             135
Total revenues                                                                     21,638          20,282
Earnings from operations                                                            1,544           1,073
Interest expense                                                                        0               0
Earnings before income taxes                                                        1,544           1,073
OptumHealth
Revenues - external customers:
Premiums                                                                              627             579
Services                                                                               81              69
Products                                                                                0               0
Total revenues - external customers                                                   708             648
Total revenues - intersegment                                                         729             691
Investment and other income                                                            17              17
Total revenues                                                                      1,454           1,356
Earnings from operations                                                              161             142
Interest expense                                                                        0               0
Earnings before income taxes                                                          161             142
Ingenix
Revenues - external customers:
Premiums                                                                                0               0
Services                                                                              308             248
Products                                                                               11               8
Total revenues - external customers                                                   319             256
Total revenues - intersegment                                                         210             165
Investment and other income                                                            0        0
Total revenues                                                                       529      421
Earnings from operations                                                              60       59
Interest expense                                                                       0        0
Earnings before income taxes                                                          60       59
Prescription Solutions
Revenues - external customers:
Premiums                                                                               0        0
Services                                                                              15       10
Products                                                                             566      441
Total revenues - external customers                                                  581      451
Total revenues - intersegment                                                      3,632    3,104
Investment and other income                                                            1        1
Total revenues                                                                     4,214    3,556
Earnings from operations                                                             136      166
Interest expense                                                                       0        0
Earnings before income taxes                                                         136      166
Corporate and Intersegment Eliminations
Revenues - external customers:
Premiums                                                                               0        0
Services                                                                               0        0
Products                                                                               0        0
Total revenues - external customers                                                    0        0
Total revenues - intersegment                                                      -4,571   -3,960
Investment and other income                                                             0        0
Total revenues                                                                     -4,571   -3,960
Earnings from operations                                                                0        0
Interest expense                                                                    -119     -139
Earnings before income taxes                                                       ($119)   ($139)


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      6 Months Ended
Jun. 30, 2010   Jun. 30, 2009


      $42,253         $39,857
        2,777           2,603
        1,105             888
       46,135          43,348
            0               0
          322             311
       46,457          43,659
        3,917           3,108
         -244            -270
        3,673           2,838



       41,004          38,707
        1,987           1,973
            0               0
       42,991          40,680
            0               0
          284             274
       43,275          40,954
        3,226           2,394
            0               0
        3,226           2,394



        1,249           1,150
          155             139
            0               0
        1,404           1,289
        1,432           1,365
           35              34
        2,871           2,688
          312             300
            0               0
          312             300



            0               0
          604             469
           25              21
          629             490
          405             316
    0        0
1,034      806
  113      108
    0        0
  113      108



    0        0
   31       22
1,080      867
1,111      889
7,196    6,203
    3        3
8,310    7,095
  266      306
    0        0
  266      306



    0        0
    0        0
    0        0
    0        0
-9,033   -7,884
     0        0
-9,033   -7,884
     0        0
 -244     -270
($244)   ($270)
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                           Commitments And Contingencies - Additional Information (Detail)


                       Commitments And Contingencies - Additional Information (Detail) (USD $)

                                                        In Millions



Proposed settlement to fund the settlement for health plan members and out-of-network providers in connection with out-of-
network procedures performed since March 15, 1994
Plaintiffs' counsel fees and expenses, federal court
Plaintiffs' counsel fees and expenses, state court


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            1 Months Ended

                                   Jan. 14, 2009
              Jul. 17, 2009
                                   AMA Litigation


                                             $350
                              30
                              $6
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                                              Document and Entity Information



                                              Document and Entity Information

Document Type
Amendment Flag
Document Period End Date
Document Fiscal Year Focus
Document Fiscal Period Focus
Trading Symbol
Entity Registrant Name
Entity Central Index Key
Current Fiscal Year End Date
Entity Filer Category
Entity Common Stock, Shares Outstanding


                                           Condensed Consolidated Balance Sheets


                                    Condensed Consolidated Balance Sheets (USD $)
                                                        In Millions
Current assets:
Cash and cash equivalents
Short-term investments
Accounts receivable, net
Assets under management
Deferred income taxes
Other current receivables
Prepaid expenses and other current assets
Total current assets
Long-term investments
Property, equipment and capitalized software, net
Goodwill
Other intangible assets, net
Other assets
Total assets
Current liabilities:
Medical costs payable
Accounts payable and accrued liabilities
Other policy liabilities
Commercial paper and current maturities of long-term debt
Unearned revenues
Total current liabilities
Long-term debt, less current maturities
Future policy benefits
Other liabilities
Total liabilities
Commitments and contingencies (Note 13)
Shareholders' equity:
Preferred stock, $0.001 par value -10 shares authorized; no shares issued or outstanding
Common stock, $0.01 par value -3,000 shares authorized; 1,115 and 1,147 issued and outstanding
Retained earnings
Accumulated other comprehensive income (loss):
Net unrealized gains on investments, net of tax effects
Foreign currency translation losses
Total shareholders' equity
Total liabilities and shareholders' equity


                                  Condensed Consolidated Balance Sheets (Parenthetical)


                             Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
                                              In Millions, except Per Share data
Preferred stock, par value
Preferred stock, shares authorized
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value
Common stock, shares authorized
Common stock, issued
Common stock, outstanding


                                     Condensed Consolidated Statements of Operations


                                Condensed Consolidated Statements of Operations (USD $)
                                              In Millions, except Per Share data
Revenues:
Premiums
Services
Products
Investment and other income
Total revenues
Operating costs:
Medical costs
Operating costs
Cost of products sold
Depreciation and amortization
Total operating costs
Earnings from operations
Interest expense
Earnings before income taxes
Provision for income taxes
Net earnings
Basic net earnings per common share
Diluted net earnings per common share
Basic weighted-average number of common shares outstanding
Dilutive effect of common stock equivalents
Diluted weighted-average number of common shares outstanding
Anti-dilutive shares excluded from the calculation of dilutive effect of common stock equivalents
Cash dividends per common share


                       Condensed Consolidated Statements of Changes in Shareholders' Equity


                   Condensed Consolidated Statements of Changes in Shareholders' Equity (USD $)
                                                          In Millions
Beginning Balance (in shares) at Dec. 31, 2008
Beginning Balance at Dec. 31, 2008
Net earnings
Unrealized holding gains on investment securities during the period, net of tax expense of $82
Reclassification adjustment for net realized gains included in net earnings, net of tax expense of $5, $1, $19 and $2,
respectively
Foreign currency gains (losses)
Issuances of common stock, and related tax benefits (in shares)
Issuances of common stock, and related tax benefits
Common stock repurchases (in shares)
Common stock repurchases
Share-based compensation, and related tax benefits
Common stock dividend
Ending Balance (in shares) at Jun. 30, 2009
Ending Balance at Jun. 30, 2009
Beginning Balance (in shares) at Dec. 31, 2009
Beginning Balance at Dec. 31, 2009
Net earnings
Unrealized holding gains on investment securities during the period, net of tax expense of $82
Reclassification adjustment for net realized gains included in net earnings, net of tax expense of $5, $1, $19 and $2,
respectively
Foreign currency gains (losses)
Issuances of common stock, and related tax benefits (in shares)
Issuances of common stock, and related tax benefits
Common stock repurchases (in shares)
Common stock repurchases
Share-based compensation, and related tax benefits
Common stock dividend
Ending Balance (in shares) at Jun. 30, 2010
Ending Balance at Jun. 30, 2010


               Condensed Consolidated Statements of Changes in Shareholders' Equity (Parenthetical)


          Condensed Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) (USD $)
                                                         In Millions
Unrealized holding gains on investment securities during the period, tax expense
Reclassification adjustment for net realized gains included in net earnings, tax expense


                                   Condensed Consolidated Statements of Cash Flows


                              Condensed Consolidated Statements of Cash Flows (USD $)
                                                          In Millions
Operating activities
Net earnings
Noncash items:
Depreciation and amortization
Deferred income taxes
Share-based compensation
Other
Net change in other operating items, net of effects from acquisitions and changes in AARP balances:
Accounts receivable
Other assets
Medical costs payable
Accounts payable and other liabilities
Other policy liabilities
Unearned revenues
Cash flows from operating activities
Investing activities
Cash paid for acquisitions, net of cash assumed
Purchases of property, equipment and capitalized software
Purchases of investments
Sales of investments
Maturities of investments
Cash flows used for investing activities
Financing activities
Proceeds from (repayments of) commercial paper, net
Payments for retirement of long-term debt
Proceeds from interest rate swap termination
Common stock repurchases
Proceeds from common stock issuances
Share-based compensation excess tax benefit
Customer funds administered
Dividends paid
Checks outstanding
Other
Cash flows used for financing activities
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period


                           Basis of Presentation, Use of Estimates and Significant Accounting Policies



                           Basis of Presentation, Use of Estimates and Significant Accounting Policies

Basis of Presentation, Use of Estimates and Significant Accounting Policies
Basis of Presentation, Use of Estimates and Significant Accounting Policies




                                                       Investments



                                                       Investments

Investments
             Fair Value



             Fair Value

Fair Value
                                   Medicare Part D Pharmacy Benefits Contract



                                   Medicare Part D Pharmacy Benefits Contract

Medicare Part D Pharmacy Benefits Contract




                                     Medical Costs and Medical Costs Payable



                                     Medical Costs and Medical Costs Payable

Medical Costs and Medical Costs Payable




                                      Commercial Paper and Long-Term Debt



                                      Commercial Paper and Long-Term Debt

Commercial Paper and Long-Term Debt
Commercial Paper and Long-Term Debt
                          Income Taxes



                          Income Taxes

Income Taxes




                       Shareholders' Equity



                       Shareholders' Equity

Shareholders' Equity
                           Share-Based Compensation



                           Share-Based Compensation

Share-Based Compensation
       AARP



       AARP

AARP
                       Comprehensive Income



                       Comprehensive Income

Comprehensive Income
Comprehensive Income




                                Segment Financial Information



                                Segment Financial Information

Segment Financial Information
                                Commitments and Contingencies



                                Commitments and Contingencies

Commitments and Contingencies
                Basis of Presentation, Use of Estimates and Significant Accounting Policies (Policies)



                Basis of Presentation, Use of Estimates and Significant Accounting Policies (Policies)

Use of Estimates



Recent Accounting Standards




Fair Value Policy
AARP Policy




                                       Investments (Tables)



                                       Investments (Tables)

Short-Term and Long-Term Investments
Fair Value of the Company's Mortgage-Backed Securities by Credit Rating and Non-U.S. Agency Mortgage-Backed
Securities by Origination




Amortized Cost and Fair Value of Available-For-Sale Debt Securities by Contractual Maturity
Amortized Cost and Fair Value of Held-To-Maturity Debt Securities by Contractual Maturity




Fair Value of Available-for-Sale Investments with Gross Unrealized Losses by Investment Type and Length of Time That
Individual Securities Have Been in a Continuous Unrealized Loss Position




Net Realized Gains, Before Taxes
                                                   Fair Value (Tables)



                                                   Fair Value (Tables)

Financial Assets and Liabilities, Excluding AARP, Measured at Fair Value on a Recurring basis
Reconciliation of Assets Measured at Fair Value on a Recurring Basis Using Level 3 Inputs




Summary of Fair Value and Carrying Value for Certain Financial Instruments for which it is Practicable to Estimate Fair Value




                                  Medicare Part D Pharmacy Benefits Contract (Tables)



                                  Medicare Part D Pharmacy Benefits Contract (Tables)

Condensed Consolidated Balance Sheets Amounts of Medicare Part D Program
Condensed Consolidated Balance Sheets Amounts of Medicare Part D Program




                                Commercial Paper and Long-Term Debt (Tables)



                                Commercial Paper and Long-Term Debt (Tables)

Commercial Paper and Long-Term Debt
Summary of Location and Fair Value of Fair Value Hedges




Summary of Effect of Changes in Fair Value of Fair Value Hedges




                                        Share-Based Compensation (Tables)



                                        Share-Based Compensation (Tables)

Stock Option and SAR Activity




Share-Based Compensation Principal Fair Value Assumptions
Share-Based Compensation Principal Fair Value Assumptions




Restricted Share Activity




                                                    AARP (Tables)



                                                    AARP (Tables)

AARP Program-Related Assets and Liabilities




AARP Program Financial Assets and Liabilities Measured at Fair Value on a Recurring basis
                       Comprehensive Income (Tables)



                       Comprehensive Income (Tables)

Comprehensive Income
                                Segment Financial Information (Tables)



                                Segment Financial Information (Tables)

Segment Financial Information
                                       Short-Term and Long-Term Investments (Detail)


                                 Short-Term and Long-Term Investments (Detail) (USD $)
                                                        In Millions
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value
Available-for-sale | Debt Securities
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value
Available-for-sale | Debt Securities | U.S. government and agency obligations
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value
Available-for-sale | Debt Securities | State and municipal obligations
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value
Available-for-sale | Debt Securities | Corporate obligations
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value
Available-for-sale | Debt Securities | U.S. agency mortgage-backed securities
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value
Available-for-sale | Debt Securities | Non-U.S. agency mortgage-backed securities
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value
Available-for-sale | Equity Securities
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value
Held-to-maturity | Debt Securities
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value
Held-to-maturity | Debt Securities | U.S. government and agency obligations
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value
Held-to-maturity | Debt Securities | State and municipal obligations
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value
Held-to-maturity | Debt Securities | Corporate obligations
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value


                                         Investments - Additional Information (Detail)


                                     Investments - Additional Information (Detail) (USD $)
                                                        In Millions
Fair Value
Number of security positions generating unrealized losses
Total number of security positions
Securities Collateralized By Sub Prime Home Equity Lines of Credit
Fair Value
Alt A Securities
Fair Value
Commercial Mortgage Loans in Default | Non-U.S. agency mortgage-backed securities
Fair Value
Commercial mortgage loans in default from the total mortgage backed security holdings


 Fair Value of the Company's Mortgage-Backed Securities by Credit Rating and Non-U.S. Agency Mortgage-Backed
                                       Securities by Origination (Detail)


 Fair Value of the Company's Mortgage-Backed Securities by Credit Rating and Non-U.S. Agency Mortgage-Backed
                                    Securities by Origination (Detail) (USD $)
                                                        In Millions
Mortgage-backed securities
AAA
Mortgage-backed securities
AAA | 2007 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
AAA | 2006 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
AAA | 2005 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
AAA | Pre-2005 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
AAA | U.S. agency mortgage-backed securities
Mortgage-backed securities
A
Mortgage-backed securities
A | 2007 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
A | 2006 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
A | 2005 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
A | Pre-2005 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
A | U.S. agency mortgage-backed securities
Mortgage-backed securities
BBB
Mortgage-backed securities
BBB | 2007 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
BBB | 2006 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
BBB | 2005 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
BBB | Pre-2005 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
BBB | U.S. agency mortgage-backed securities
Mortgage-backed securities
Non-Investment Grade
Mortgage-backed securities
Non-Investment Grade | 2007 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
Non-Investment Grade | 2006 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
Non-Investment Grade | 2005 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
Non-Investment Grade | Pre-2005 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
Non-Investment Grade | U.S. agency mortgage-backed securities
Mortgage-backed securities
2007 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
2006 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
2005 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
Pre-2005 | Non-U.S. agency mortgage-backed securities
Mortgage-backed securities
U.S. agency mortgage-backed securities
Mortgage-backed securities


         Amortized Cost and Fair Value of Available-For-Sale Debt Securities by Contractual Maturity (Detail)


     Amortized Cost and Fair Value of Available-For-Sale Debt Securities by Contractual Maturity (Detail) (USD $)

                                                             In Millions
Due in one year or less, amortized cost
Due after one year through five years, amortized cost
Due after five years through ten years, amortized cost
Due after ten years, amortized cost
Total debt securities - available-for-sale, amortized cost
Due in one year or less, fair value
Due after one year through five years, fair value
Due after five years through ten years, fair value
Due after ten years, fair value
Total debt securities - available-for-sale, fair value
U.S. agency mortgage-backed securities
Mortgage-backed securities, amortized cost
Mortgage-backed securities, fair value
Non-U.S. agency mortgage-backed securities
Mortgage-backed securities, amortized cost
Mortgage-backed securities, fair value
          Amortized Cost and Fair Value of Held-To-Maturity Debt Securities by Contractual Maturity (Detail)


      Amortized Cost and Fair Value of Held-To-Maturity Debt Securities by Contractual Maturity (Detail) (USD $)

                                                           In Millions
Due in one year or less, amortized cost
Due after one year through five years, amortized cost
Due after five years through ten years, amortized cost
Due after ten years, amortized cost
Total debt securities - held-to-maturity, amortized cost
Due in one year or less, fair value
Due after one year through five years, fair value
Due after five years through ten years, fair value
Due after ten years, fair value
Total debt securities - held-to-maturity, fair value



 Fair Value of Available-for-Sale Investments with Gross Unrealized Losses by Investment Type and Length of Time
               That Individual Securities Have Been in a Continuous Unrealized Loss Position (Detail)



 Fair Value of Available-for-Sale Investments with Gross Unrealized Losses by Investment Type and Length of Time
           That Individual Securities Have Been in a Continuous Unrealized Loss Position (Detail) (USD $)

                                                           In Millions
Debt Securities
Less Than 12 Months Fair Value
Less Than 12 Months Gross Unrealized Losses
12 Months or Greater Fair Value
12 Months or Greater Gross Unrealized Losses
Total Fair Value
Total Gross Unrealized Losses
Debt Securities | U.S. government and agency obligations
Less Than 12 Months Fair Value
Less Than 12 Months Gross Unrealized Losses
12 Months or Greater Fair Value
12 Months or Greater Gross Unrealized Losses
Total Fair Value
Total Gross Unrealized Losses
Debt Securities | State and municipal obligations
Less Than 12 Months Fair Value
Less Than 12 Months Gross Unrealized Losses
12 Months or Greater Fair Value
12 Months or Greater Gross Unrealized Losses
Total Fair Value
Total Gross Unrealized Losses
Debt Securities | Corporate obligations
Less Than 12 Months Fair Value
Less Than 12 Months Gross Unrealized Losses
12 Months or Greater Fair Value
12 Months or Greater Gross Unrealized Losses
Total Fair Value
Total Gross Unrealized Losses
Debt Securities | U.S. agency mortgage-backed securities
Less Than 12 Months Fair Value
Less Than 12 Months Gross Unrealized Losses
12 Months or Greater Fair Value
12 Months or Greater Gross Unrealized Losses
Total Fair Value
Total Gross Unrealized Losses
Debt Securities | Non-U.S. agency mortgage-backed securities
Less Than 12 Months Fair Value
Less Than 12 Months Gross Unrealized Losses
12 Months or Greater Fair Value
12 Months or Greater Gross Unrealized Losses
Total Fair Value
Total Gross Unrealized Losses
Equity Securities
Less Than 12 Months Fair Value
Less Than 12 Months Gross Unrealized Losses
12 Months or Greater Fair Value
12 Months or Greater Gross Unrealized Losses
Total Fair Value
Total Gross Unrealized Losses


                                           Net Realized Gains, Before Taxes (Detail)


                                     Net Realized Gains, Before Taxes (Detail) (USD $)
                                                          In Millions
Total OTTI
Portion of loss recognized in other comprehensive income
Net OTTI recognized in earnings
Gross realized losses from sales
Gross realized gains from sales
Net realized gains



        Financial Assets and Liabilities, Excluding AARP, Measured at Fair Value on a Recurring basis (Detail)



   Financial Assets and Liabilities, Excluding AARP, Measured at Fair Value on a Recurring basis (Detail) (USD $)

                                                          In Millions
Cash and cash equivalents
Total cash, cash equivalents and investments at fair value
Interest rate swap assets
Total assets at fair value
Percentage of total assets at fair value
Interest rate swap liabilities
Quoted Prices in Active Markets (Level 1)
Cash and cash equivalents
Total cash, cash equivalents and investments at fair value
Interest rate swap assets
Total assets at fair value
Percentage of total assets at fair value
Interest rate swap liabilities
Quoted Prices in Active Markets (Level 1) | Debt Securities
Available for sale securities
Quoted Prices in Active Markets (Level 1) | Debt Securities | U.S. government and agency obligations
Available for sale securities
Quoted Prices in Active Markets (Level 1) | Debt Securities | State and municipal obligations
Available for sale securities
Quoted Prices in Active Markets (Level 1) | Debt Securities | Corporate obligations
Available for sale securities
Quoted Prices in Active Markets (Level 1) | Debt Securities | U.S. agency mortgage-backed securities
Available for sale securities
Quoted Prices in Active Markets (Level 1) | Debt Securities | Non-U.S. agency mortgage-backed securities
Available for sale securities
Quoted Prices in Active Markets (Level 1) | Equity Securities
Available for sale securities
Other Observable Inputs (Level 2)
Cash and cash equivalents
Total cash, cash equivalents and investments at fair value
Interest rate swap assets
Total assets at fair value
Percentage of total assets at fair value
Interest rate swap liabilities
Other Observable Inputs (Level 2) | Debt Securities
Available for sale securities
Other Observable Inputs (Level 2) | Debt Securities | U.S. government and agency obligations
Available for sale securities
Other Observable Inputs (Level 2) | Debt Securities | State and municipal obligations
Available for sale securities
Other Observable Inputs (Level 2) | Debt Securities | Corporate obligations
Available for sale securities
Other Observable Inputs (Level 2) | Debt Securities | U.S. agency mortgage-backed securities
Available for sale securities
Other Observable Inputs (Level 2) | Debt Securities | Non-U.S. agency mortgage-backed securities
Available for sale securities
Other Observable Inputs (Level 2) | Equity Securities
Available for sale securities
Unobservable Inputs (Level 3)
Cash and cash equivalents
Total cash, cash equivalents and investments at fair value
Interest rate swap assets
Total assets at fair value
Percentage of total assets at fair value
Interest rate swap liabilities
Unobservable Inputs (Level 3) | Debt Securities
Available for sale securities
Unobservable Inputs (Level 3) | Debt Securities | U.S. government and agency obligations
Available for sale securities
Unobservable Inputs (Level 3) | Debt Securities | State and municipal obligations
Available for sale securities
Unobservable Inputs (Level 3) | Debt Securities | Corporate obligations
Available for sale securities
Unobservable Inputs (Level 3) | Debt Securities | U.S. agency mortgage-backed securities
Available for sale securities
Unobservable Inputs (Level 3) | Debt Securities | Non-U.S. agency mortgage-backed securities
Available for sale securities
Unobservable Inputs (Level 3) | Equity Securities
Available for sale securities
Debt Securities
Available for sale securities
Debt Securities | U.S. government and agency obligations
Available for sale securities
Debt Securities | State and municipal obligations
Available for sale securities
Debt Securities | Corporate obligations
Available for sale securities
Debt Securities | U.S. agency mortgage-backed securities
Available for sale securities
Debt Securities | Non-U.S. agency mortgage-backed securities
Available for sale securities
Equity Securities
Available for sale securities


                                          Fair Value - Additional Information (Detail)



                                     Fair Value - Additional Information (Detail) (USD $)

Transfers between Level 1 and 2 securities
Transfers into or from Level 3
Significant fair value adjustments for non-financial assets and liabilities or financial assets and liabilities that are measured at
fair value on a nonrecurring basis


          Reconciliation of Assets Measured at Fair Value on a Recurring Basis Using Level 3 Inputs (Detail)


     Reconciliation of Assets Measured at Fair Value on a Recurring Basis Using Level 3 Inputs (Detail) (USD $)

                                                            In Millions
Balance at beginning of period
Purchases (sales), net
Net unrealized gains in accumulated other comprehensive income
Net realized gains in investment and other income
Balance at end of period
Debt Securities
Balance at beginning of period
Purchases (sales), net
Net unrealized gains in accumulated other comprehensive income
Net realized gains in investment and other income
Balance at end of period
Equity Securities
Balance at beginning of period
Purchases (sales), net
Net unrealized gains in accumulated other comprehensive income
Net realized gains in investment and other income
Balance at end of period


 Summary of Fair Value and Carrying Value for Certain Financial Instruments for which it is Practicable to Estimate
                                               Fair Value (Detail)


 Summary of Fair Value and Carrying Value for Certain Financial Instruments for which it is Practicable to Estimate
                                           Fair Value (Detail) (USD $)
                                                     In Millions
Assets
Debt securities - available-for-sale
Equity securities - available-for-sale
Debt securities - held-to-maturity
AARP Program-related investments
Interest rate swap assets
Liabilities
Senior unsecured notes
Interest rate swap liabilities
Fair Value
Assets
Debt securities - available-for-sale
Equity securities - available-for-sale
Debt securities - held-to-maturity
AARP Program-related investments
Interest rate swap assets
Liabilities
Senior unsecured notes
Interest rate swap liabilities


                 Condensed Consolidated Balance Sheets Amounts of Medicare Part D Program (Detail)


              Condensed Consolidated Balance Sheets Amounts of Medicare Part D Program (Detail) (USD $)
                                                     In Millions
Other current receivables
Other policy liabilities
CMS Subsidies
Other current receivables
Other policy liabilities
Risk-Share
Other current receivables
Other policy liabilities


[1] Includes the Catastrophic Reinsurance Subsidy and the Low-Income Member Cost Sharing Subsidy
                        Medical Costs and Medical Costs Payable - Additional Information (Detail)


                    Medical Costs and Medical Costs Payable - Additional Information (Detail) (USD $)
                                                         In Millions
Prior fiscal year
Net favorable medical cost development
First quarter
Net favorable medical cost development


                                     Commercial Paper and Long-Term Debt (Detail)


                                 Commercial Paper and Long-Term Debt (Detail) (USD $)
                                                         In Millions
Par Value
Carrying Value
Fair Value
Commercial Paper
Par Value
Carrying Value
Fair Value
Senior Unsecured Floating-Rate Notes Due June 2010
Par Value
Carrying Value
Fair Value
5.1% senior unsecured notes due November 2010
Par Value
Carrying Value
Fair Value
Senior unsecured floating-rate notes due February 2011
Par Value
Carrying Value
Fair Value
5.3% senior unsecured notes due March 2011
Par Value
Carrying Value
Fair Value
5.5% senior unsecured notes due November 2012
Par Value
Carrying Value
Fair Value
4.9% senior unsecured notes due February 2013
Par Value
Carrying Value
Fair Value
4.9% senior unsecured notes due April 2013
Par Value
Carrying Value
Fair Value
4.8% senior unsecured notes due February 2014
Par Value
Carrying Value
Fair Value
5.0% senior unsecured notes due August 2014
Par Value
Carrying Value
Fair Value
4.9% senior unsecured notes due March 2015
Par Value
Carrying Value
Fair Value
5.4% senior unsecured notes due March 2016
Par Value
Carrying Value
Fair Value
5.4% senior unsecured notes due November 2016
Par Value
Carrying Value
Fair Value
6.0% senior unsecured notes due June 2017
Par Value
Carrying Value
Fair Value
6.0% senior unsecured notes due November 2017
Par Value
Carrying Value
Fair Value
6.0% senior unsecured notes due February 2018
Par Value
Carrying Value
Fair Value
Zero coupon senior unsecured notes due November 2022
Par Value
Carrying Value
Fair Value
5.8% senior unsecured notes due March 2036
Par Value
Carrying Value
Fair Value
6.5% senior unsecured notes due June 2037
Par Value
Carrying Value
Fair Value
6.6% senior unsecured notes due November 2037
Par Value
Carrying Value
Fair Value
6.9% senior unsecured notes due February 2038
Par Value
Carrying Value
Fair Value


[1] The carrying value of debt has been adjusted based upon the applicable interest rate swap fair values discussed under "Interest Rate Swap Contracts" be
[2] The carrying value of debt reflects accretion of issuance discounts and unamortized net gains or losses on related interest rate swap contracts, which term
[3] Estimated based on third-party quoted market prices for the same or similar issues.
[4] A portion of these notes was classified with the current maturities of long-term debt in the Condensed Consolidated Balance Sheets as of December 31, 2
[5] These notes have been classified with the current maturities of long-term debt in the Condensed Consolidated Balance Sheets as of June 30, 2010 and D


                          Commercial Paper and Long-Term Debt - Additional Information (Detail)


                    Commercial Paper and Long-Term Debt - Additional Information (Detail) (USD $)
Five-year revolving bank credit facility, which matures in May 2012
Debt-to-total-capital ratio
Principal amount of certain outstanding notes, cash tender offers
Commercial Paper
Maturity date of commercial paper
Commercial Paper | Minimum
Interest Rate
Commercial Paper | Maximum
Interest Rate
Revolving Credit Facility
Banks with which the company has bank credit facility
Amounts outstanding under the bank credit facility
Revolving Credit Facility | Minimum
Interest Rate
Revolving Credit Facility | Maximum
Interest Rate


                              Summary of Location and Fair Value of Fair Value Hedges (Detail)


       Summary of Location and Fair Value of Fair Value Hedges (Detail) (Interest Rate Swap Contracts, USD $)

                                                         In Millions
Notional Amount
Interest Rate Swap Contracts | Other Assets
Fair Value
Interest Rate Swap Contracts | Other Liabilities
Fair Value


                         Summary of Effect of Changes in Fair Value of Fair Value Hedges (Detail)


 Summary of Effect of Changes in Fair Value of Fair Value Hedges (Detail) (Fair Value Hedge, Interest expense, USD
                                                         $)
                                                        In Millions
Fair Value Hedge | Interest expense | Interest Rate Swap Contracts
Hedged Item Gain (Loss) Recognized
Fair Value Hedge | Interest expense | Fixed Rate Debt
Hedged Item Gain (Loss) Recognized
                                        Income Taxes - Additional Information (Detail)



                                        Income Taxes - Additional Information (Detail)

Effective Income Tax Rate


                                     Shareholders' Equity - Additional Information (Detail)


                               Shareholders' Equity - Additional Information (Detail) (USD $)
                                          In Millions, except Per Share data
Additional amount of shares of common stock authorized by Board of Directors for the Company to purchase
Common stock repurchases, shares
Common stock repurchases, average price
Common stock repurchases, value
Cash dividend paid per share
Dividend Record Date
Dividend Payment Date
Prior fiscal year
Cash dividend paid per share
Dividend Record Date
Dividend Payment Date
Second quarter
Cash dividend paid per share


            Share-Based Compensation and Other Employee Benefit Plans - Additional Information (Detail)


       Share-Based Compensation and Other Employee Benefit Plans - Additional Information (Detail) (USD $)

                                            In Millions, except Per Share data
Weighted-average grant date fair value of restricted shares granted during the period
Share-based compensation expense
Share-based compensation expense, net of tax effects
Total unrecognized compensation cost related to share awards
Total unrecognized compensation cost related to share awards, weighted-average period (in years)
Income tax benefit realized from share-based award exercises
Stock Options and SARs
Shares available for future grants
Period that stock options and SARS may be exercised from the date of grant
Weighted-average grant date fair value of stock options and SARs granted during the period (per share)
Total intrinsic value of stock options and SARs exercised during the period
Stock Options and SARs | Lower Limit
Range of period that stock options and SARs vest ratably
Stock Options and SARs | Upper Limit
Range of period that stock options and SARs vest ratably
Restricted Stock
Shares available for future grants
Weighted-average grant date fair value of restricted shares granted during the period
Total fair value of restricted shares vested during the period
Restricted Stock | Lower Limit
Range of period that restricted shares vest ratably
Restricted Stock | Upper Limit
Range of period that restricted shares vest ratably


                                           Stock Option and SAR Activity (Detail)


                                       Stock Option and SAR Activity (Detail) (USD $)
                                            In Thousands, except Per Share data
Shares
Outstanding at beginning of period
Granted
Exercised
Forfeited
Outstanding at end of period
Exercisable at end of period
Vested and expected to vest end of period
Weighted- Average Exercise Price
Outstanding at beginning of period
Granted
Exercised
Forfeited
Outstanding at end of period
Exercisable at end of period
Vested and expected to vest end of period
Weighted-Average Remaining Contractuad Life (in years)
Outstanding at end of period
Exercisable at end of period
Vested and expected to vest end of period
Aggregate Intrinsic Value
Outstanding at end of period
Exercisable at end of period
Vested and expected to vest end of period


                           Share-Based Compensation Principal Fair Value Assumptions (Detail)



                           Share-Based Compensation Principal Fair Value Assumptions (Detail)

Risk free interest rate, lower limit
Risk free interest rate, upper limit
Risk free interest rate
Expected volatility, lower limit
Expected volatility, upper limit
Expected volatility
Expected dividend yield, lower limit
Expected dividend yield, upper limit
Expected dividend yield
Forfeiture rate
Expected life in years, lower limit
Expected life in years, upper limit
Expected life in years


                                               Restricted Share Activity (Detail)


                                           Restricted Share Activity (Detail) (USD $)
                                            In Thousands, except Per Share data
Shares
Nonvested at beginning of period
Granted
Vested
Forfeited
Nonvested at end of period
Weighted-Average Grant Date Fair Value
Nonvested at beginning of period
Granted
Vested
Forfeited
Nonvested at end of period


                                   AARP Program-Related Assets and Liabilities (Detail)


                              AARP Program-Related Assets and Liabilities (Detail) (USD $)
                                                          In Millions
Accounts receivable
Assets under management
Medical costs payable
Accounts payable and accrued liabilities
Other policy liabilities
Future policy benefits
Other liabilities
AARP Program
Accounts receivable
Assets under management
Medical costs payable
Accounts payable and accrued liabilities
Other policy liabilities
Future policy benefits
Other liabilities


            AARP Program Financial Assets and Liabilities Measured at Fair Value on a Recurring basis (Detail)


     AARP Program Financial Assets and Liabilities Measured at Fair Value on a Recurring basis (Detail) (USD $)

                                                          In Millions
Cash and cash equivalents
Total cash, cash equivalents and investments at fair value
Other liabilities
AARP Program
Cash and cash equivalents
Total cash, cash equivalents and investments at fair value
Other liabilities
Total liabilities at fair value
AARP Program | Quoted Prices in Active Markets (Level 1)
Cash and cash equivalents
Total cash, cash equivalents and investments at fair value
Other liabilities
Total liabilities at fair value
AARP Program | Quoted Prices in Active Markets (Level 1) | Debt Securities
Available for sale securities
AARP Program | Quoted Prices in Active Markets (Level 1) | Debt Securities | U.S. government and agency obligations

Available for sale securities
AARP Program | Quoted Prices in Active Markets (Level 1) | Debt Securities | State and municipal obligations
Available for sale securities
AARP Program | Quoted Prices in Active Markets (Level 1) | Debt Securities | Corporate obligations
Available for sale securities
AARP Program | Quoted Prices in Active Markets (Level 1) | Debt Securities | U.S. agency mortgage-backed securities

Available for sale securities
AARP Program | Quoted Prices in Active Markets (Level 1) | Debt Securities | Non-U.S. agency mortgage-backed securities

Available for sale securities
AARP Program | Quoted Prices in Active Markets (Level 1) | Equity Securities
Available for sale securities
AARP Program | Other Observable Inputs (Level 2)
Cash and cash equivalents
Total cash, cash equivalents and investments at fair value
Other liabilities
Total liabilities at fair value
AARP Program | Other Observable Inputs (Level 2) | Debt Securities
Available for sale securities
AARP Program | Other Observable Inputs (Level 2) | Debt Securities | U.S. government and agency obligations
Available for sale securities
AARP Program | Other Observable Inputs (Level 2) | Debt Securities | State and municipal obligations
Available for sale securities
AARP Program | Other Observable Inputs (Level 2) | Debt Securities | Corporate obligations
Available for sale securities
AARP Program | Other Observable Inputs (Level 2) | Debt Securities | U.S. agency mortgage-backed securities
Available for sale securities
AARP Program | Other Observable Inputs (Level 2) | Debt Securities | Non-U.S. agency mortgage-backed securities

Available for sale securities
AARP Program | Other Observable Inputs (Level 2) | Equity Securities
Available for sale securities
AARP Program | Unobservable Inputs (Level 3)
Cash and cash equivalents
Total cash, cash equivalents and investments at fair value
Other liabilities
Total liabilities at fair value
AARP Program | Unobservable Inputs (Level 3) | Debt Securities
Available for sale securities
AARP Program | Unobservable Inputs (Level 3) | Debt Securities | U.S. government and agency obligations
Available for sale securities
AARP Program | Unobservable Inputs (Level 3) | Debt Securities | State and municipal obligations
Available for sale securities
AARP Program | Unobservable Inputs (Level 3) | Debt Securities | Corporate obligations
Available for sale securities
AARP Program | Unobservable Inputs (Level 3) | Debt Securities | U.S. agency mortgage-backed securities
Available for sale securities
AARP Program | Unobservable Inputs (Level 3) | Debt Securities | Non-U.S. agency mortgage-backed securities
Available for sale securities
AARP Program | Unobservable Inputs (Level 3) | Equity Securities
Available for sale securities
AARP Program | Debt Securities
Available for sale securities
AARP Program | Debt Securities | U.S. government and agency obligations
Available for sale securities
AARP Program | Debt Securities | State and municipal obligations
Available for sale securities
AARP Program | Debt Securities | Corporate obligations
Available for sale securities
AARP Program | Debt Securities | U.S. agency mortgage-backed securities
Available for sale securities
AARP Program | Debt Securities | Non-U.S. agency mortgage-backed securities
Available for sale securities
AARP Program | Equity Securities
Available for sale securities
Debt Securities
Available for sale securities
Debt Securities | U.S. government and agency obligations
Available for sale securities
Debt Securities | State and municipal obligations
Available for sale securities
Debt Securities | Corporate obligations
Available for sale securities
Debt Securities | U.S. agency mortgage-backed securities
Available for sale securities
Debt Securities | Non-U.S. agency mortgage-backed securities
Available for sale securities
Equity Securities
Available for sale securities


                                              Comprehensive Income (Detail)


                                          Comprehensive Income (Detail) (USD $)
                                                         In Millions
Net earnings
Unrealized holding gains on investment securities arising during the period, net of tax expense of $65, $46, $82 and $84,
respectively
Reclassification adjustment for net realized gains included in net earnings, net of tax expense of $5, $1, $19 and $2,
respectively
Foreign currency translation (losses) gains
Comprehensive income


                                      Comprehensive Income (Parenthetical) (Detail)


                                 Comprehensive Income (Parenthetical) (Detail) (USD $)
                                                         In Millions
Unrealized holding gains on investment securities during the period, tax expense
Reclassification adjustment for net realized gains included in net earnings, tax expense


                                          Segment Financial Information (Detail)


                                      Segment Financial Information (Detail) (USD $)
                                                          In Millions
Revenues - external customers:
Premiums
Services
Products
Total revenues - external customers
Total revenues - intersegment
Investment and other income
Total revenues
Earnings from operations
Interest expense
Earnings before income taxes
Health Benefits
Revenues - external customers:
Premiums
Services
Products
Total revenues - external customers
Total revenues - intersegment
Investment and other income
Total revenues
Earnings from operations
Interest expense
Earnings before income taxes
OptumHealth
Revenues - external customers:
Premiums
Services
Products
Total revenues - external customers
Total revenues - intersegment
Investment and other income
Total revenues
Earnings from operations
Interest expense
Earnings before income taxes
Ingenix
Revenues - external customers:
Premiums
Services
Products
Total revenues - external customers
Total revenues - intersegment
Investment and other income
Total revenues
Earnings from operations
Interest expense
Earnings before income taxes
Prescription Solutions
Revenues - external customers:
Premiums
Services
Products
Total revenues - external customers
Total revenues - intersegment
Investment and other income
Total revenues
Earnings from operations
Interest expense
Earnings before income taxes
Corporate and Intersegment Eliminations
Revenues - external customers:
Premiums
Services
Products
Total revenues - external customers
Total revenues - intersegment
Investment and other income
Total revenues
Earnings from operations
Interest expense
Earnings before income taxes


                            Commitments And Contingencies - Additional Information (Detail)


                         Commitments And Contingencies - Additional Information (Detail) (USD $)
                                                        In Millions


Proposed settlement to fund the settlement for health plan members and out-of-network providers in connection with out-of-
network procedures performed since March 15, 1994
Plaintiffs' counsel fees and expenses, federal court
Plaintiffs' counsel fees and expenses, state court
Enhanced HTML Rendering of XBRL Document • XBRL Rendering • Last update 8.5.2010
s and definitions*



                                     6 Months Ended
                                      Jun. 30, 2010
           10-Q
           FALSE
           6/30/2010
           2010
           Q2
           UNH
           UNITEDHEALTH GROUP INC
           731766
           -19
           Large Accelerated Filer




                                     6 Months Ended
                                      Jun. 30, 2010


                                                      $9,983
                                                       1,090
                                                       2,766
                                                       2,441
                                                        391
                                                       1,810
                                                        501
                                                      18,982
                                                      14,019
                                                       2,069
                                                      20,985
                                                       2,257
                                                       2,112
                                                      60,424


                                                       9,422
                                                       6,122
                                                       3,891
                                                       2,676
                                                        992
                                                      23,103
                                                       8,036
                                                       2,324
                                                       2,132
                                                      35,595
                     0
                    11
                 24,465


                   390
                    -37
                 24,829
                $60,424




Jun. 30, 2010

                  $0.00
                    10
                     0
                     0
                  $0.01
                  3,000
                  1,115
                  1,115




                3 Months Ended
Jun. 30, 2010


                $21,125
                  1,413
                   577
                   149
                 23,264


                 17,221
                  3,359
                   534
                   249
                 21,363
                  1,901
                   -119
                  1,782
                   -659
                 $1,123
                    $1
                  $0.99
                  1,127
                     8
                  1,135
                   100
                  $0.16




Common Stock

                  1,201
                   $12




                    14
                     0
                    -64
                     -1



                  1,151
                    11
                  1,147
                    11




                     7
                     0
                    -39
                      0



                  1,115
                   $11




                3 Months Ended
Jun. 30, 2010
                   $65
                    $5




                6 Months Ended
Jun. 30, 2010
                                                                                   $2,314


                                                                                     497
                                                                                      59
                                                                                     167
                                                                                       9


                                                                                     -789
                                                                                      -70
                                                                                       41
                                                                                      -14
                                                                                      -97
                                                                                     -189
                                                                                    1,928


                                                                                     -165
                                                                                     -343
                                                                                   -3,258
                                                                                    1,522
                                                                                    1,426
                                                                                     -818


                                                                                     880
                                                                                   -1,333
                                                                                        0
                                                                                   -1,241
                                                                                      106
                                                                                       6
                                                                                    1,108
                                                                                     -174
                                                                                     -222
                                                                                      -57
                                                                                     -927
                                                                                      183
                                                                                    9,800
                                                                                   $9,983




                                                  6 Months Ended
                                                   Jun. 30, 2010
1.   Basis of Presentation, Use of Estimates and Significant Accounting Policies
Basis of Presentation
The accompanying Condensed Consolidated Financial Statements include the consolidated accounts of UnitedHealth Group
Incorporated and its subsidiaries (the Company). The Company has eliminated intercompany balances and transactions.
The year end condensed consolidated balance sheet data was derived from audited financial statements, but does not
include all disclosures required by U.S. Generally Accepted Accounting Principles (U.S. GAAP). In accordance with the rules
and regulations of the U.S. Securities and Exchange Commission (SEC), the Company has omitted certain footnote
disclosures that would substantially duplicate the disclosures contained in its annual audited Consolidated Financial
Statements. As such, these Condensed Consolidated Financial Statements should be read together with the Consolidated
Financial Statements and the Notes included in the Company’s Annual Report on Form 10-K for the year ended December
31, 2009 as filed with the SEC (2009 10-K). The accompanying Condensed Consolidated Financial Statements include all
normal recurring adjustments necessary to present the interim financial statements fairly.
Use of Estimates
These Condensed Consolidated Financial Statements include certain amounts based on the Company’s best estimates and
judgments. The Company’s most significant estimates relate to medical costs, medical costs payable, revenues, goodwill,
other intangible assets, investments, income taxes and contingent liabilities. These estimates require the application of
complex assumptions and judgments, often because they involve matters that are inherently uncertain and will likely change
in subsequent periods. The impact of any changes in estimates is included in earnings in the period in which the estimate is
adjusted.
Recent Accounting Standards


Recently Adopted Accounting Standards. In January 2010, the Financial Accounting Standards Board (FASB) issued
Accounting Standards Update (ASU) No. 2010-06, “Improving Disclosures about Fair Value Measurements” (ASU 2010-06).
This update amends the fair value guidance of the FASB Accounting Standards Codification (ASC) to require additional
disclosures regarding (i) transfers in and out of Level 1 and Level 2 fair value measurements and (ii) activity in Level 3 fair
value measurements. ASU 2010-06 also clarifies existing disclosure requirements regarding (i) the level of asset and liability
disaggregation and (ii) fair value measurement inputs and valuation techniques. The new disclosures and clarifications of
existing disclosures are effective for the Company’s fiscal year 2010, except for the disclosures about purchases, sales,
issuances and settlements in the roll forward of activity in Level 3 fair value measurements, which will be effective for the
Company’s fiscal year 2011. The Company’s fair value disclosures, including the new disclosures effective in 2010, have
been included in Note 3 of Notes to the Condensed Consolidated Financial Statements.


Recently Issued Accounting Standards. In October 2009, the FASB issued ASU No. 2009-13, “Multiple-Deliverable
Revenue Arrangements” (ASU 2009-13). This update removes the criterion that entities must use objective and reliable
evidence of fair value in separately accounting for deliverables and provides entities with a hierarchy of evidence that must
be considered when allocating arrangement consideration. The new guidance also requires entities to allocate arrangement
consideration to the separate units of accounting based on the deliverables’ relative selling price. The provisions will be
effective for revenue arrangements entered into or materially modified in the Company’s fiscal year 2011 and must be
applied prospectively. The Company is currently evaluating the impact of the provisions of ASU 2009-13.

The Company has determined that all other recently issued accounting standards will not have a material impact on its
Condensed Consolidated Financial Statements, or do not apply to its operations.




2.     Investments
A summary of short-term and long-term investments is as follows:




(in millions)
   30-Jun-10
     Debt securities — available-for-sale:
         U.S. government and agency obligations
       State and municipal obligations
       Corporate obligations
       U.S. agency mortgage-backed securities
       Non-U.S. agency mortgage-backed securities


  Total debt securities — available-for-sale


  Equity securities — available-for-sale
  Debt securities — held-to-maturity:
       U.S. government and agency obligations
       State and municipal obligations
       Corporate obligations


  Total debt securities — held-to-maturity


  Total investments


  31-Dec-09
  Debt securities — available-for-sale:
       U.S. government and agency obligations
       State and municipal obligations
       Corporate obligations
       U.S. agency mortgage-backed securities
       Non-U.S. agency mortgage-backed securities


  Total debt securities — available-for-sale



  Equity securities — available-for-sale
  Debt securities — held-to-maturity:
       U.S. government and agency obligations
       State and municipal obligations
       Corporate obligations


  Total debt securities — held-to-maturity


  Total investments


Included in the Company’s investment portfolio were securities collateralized by sub-prime home equity lines of credit with fair values of $7 million and $9 mil


The fair values of the Company’s mortgage-backed securities by credit rating and non-U.S. agency mortgage-backed securities by origination as of June 30,




(in millions)
   2007
  2006
  2005
  Pre-2005
  U.S agency mortgage-backed securities
  Total


The amortized cost and fair value of available-for-sale debt securities as of June 30, 2010, by contractual maturity, were as follows:




(in millions)
   Due in one year or less
  Due after one year through five years
  Due after five years through ten years
  Due after ten years
  U.S. agency mortgage-backed securities
  Non-U.S. agency mortgage-backed securities


  Total debt securities — available-for-sale


The amortized cost and fair value of held-to-maturity debt securities as of June 30, 2010, by contractual maturity, were as follows:




(in millions)
   Due in one year or less
  Due after one year through five years
  Due after five years through ten years
  Due after ten years


  Total debt securities — held-to-maturity



The fair value of available-for-sale investments with gross unrealized losses by investment type and length of time that individual securities have been in a co




(in millions)
   30-Jun-10
  Debt securities — available-for-sale:
       State and municipal obligations
       Corporate obligations


  Total debt securities — available-for-sale


  Equity securities — available-for-sale


  31-Dec-09
  Debt securities — available-for-sale:
       U.S. government and agency obligations
       State and municipal obligations
       Corporate obligations
         U.S. agency mortgage-backed securities
         Non-U.S. agency mortgage-backed securities


     Total debt securities — available-for-sale


     Equity securities — available-for-sale


Investments classified as held-to-maturity have been excluded from the above analysis. These investments are predominantly held in U.S. government or ag
The unrealized losses from all securities as of June 30, 2010 were generated from approximately 460 positions out of a total of approximately 13,000 position
state and municipal obligations and the corporate obligations, noting neither a significant deterioration since purchase nor other factors leading to an other-tha
As of June 30, 2010, the Company’s holdings of non-U.S. agency mortgage-backed securities included $8 million of commercial mortgage loans in default. T
A portion of the Company’s investments in equity securities and venture capital funds consists of investments held in various public and nonpublic companies
Net realized gains, before taxes, were from the following sources:




(in millions)
   Total OTTI
     Portion of loss recognized in other comprehensive income


     Net OTTI recognized in earnings
     Gross realized losses from sales
     Gross realized gains from sales


     Net realized gains


For the three and six months ended June 30, 2010 and 2009, all of the recorded OTTI charges resulted from the Company’s intent to sell certain impaired se




3.     Fair Value

Fair values of available-for-sale debt and equity securities are based on quoted market prices, where available. The Company obtains one price for each secu
methodologies include, but are not limited to, non-binding broker quotes, benchmark yields, credit spreads, default rates and prepayment speeds. As the Com
documentation provided by independent pricing services, the Company has not historically adjusted the prices obtained from the pricing service.
In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determine


The fair value hierarchy is as follows:
Level 1 — Quoted (unadjusted) prices for identical assets/liabilities in active markets.
Level 2 — Other observable inputs, either directly or indirectly, including:
Level 3 — Unobservable inputs that cannot be corroborated by observable market data.


The following table presents information about the Company’s financial assets and liabilities, excluding AARP Program-related assets and liabilities, which ar




(in millions)
   30-Jun-10
  Cash and cash equivalents
  Debt securities — available-for-sale:
       U.S. government and agency obligations
       State and municipal obligations
       Corporate obligations
       U.S. agency mortgage-backed securities
       Non-U.S. agency mortgage-backed securities


  Total debt securities — available-for-sale
  Equity securities — available-for-sale


  Total cash, cash equivalents and investments at fair value


  Interest rate swap assets


  Total assets at fair value


  Percentage of total assets at fair value


  Interest rate swap liabilities


  31-Dec-09
  Cash and cash equivalents
  Debt securities — available-for-sale:
       U.S. government and agency obligations
       State and municipal obligations
       Corporate obligations
       U.S. agency mortgage-backed securities
       Non-U.S. agency mortgage-backed securities


  Total debt securities — available-for-sale
  Equity securities — available-for-sale


  Total cash, cash equivalents and investments at fair value


  Percentage of total cash, cash equivalents and investments at fair value


There were no transfers between Levels 1 and 2 during the three and six months ended June 30, 2010.


The following methods and assumptions were used to estimate the fair value of each class of financial instrument:
Cash and Cash Equivalents. The carrying value of cash and cash equivalents approximates fair value as maturities are less than three months. Fair values
Debt Securities. The estimated fair values of debt securities held as available-for-sale are based on quoted market prices and/or other market data for the s
Equity Securities. Equity securities are held as available-for-sale investments. Fair value estimates for Level 1 and Level 2 publicly traded equity securities
include, as applicable, transactions for comparable companies in similar industries and having similar revenue and growth characteristics; similar preferences
Interest Rate Swaps. Fair values of the Company’s interest rate swaps are estimated using the terms of the swaps and publicly available market yield curve


A reconciliation of the beginning and ending balances of assets measured at fair value on a recurring basis using Level 3 inputs is as follows:




(in millions)
   30-Jun-10
  Balance at beginning of period
  Sales, net
  Net unrealized gains in accumulated other comprehensive income
  Net realized gains in investment and other income


  Balance at end of period


  30-Jun-09
  Balance at beginning of period
  Purchases (sales), net
  Net unrealized gains in accumulated other comprehensive income
  Net realized losses in investment and other income


  Balance at end of period


There were no transfers into or from Level 3 for the three and six months ended June 30, 2010 and 2009.
There were no significant fair value adjustments recorded during the three and six months ended June 30, 2010 or 2009, for non-financial assets and liabilitie
The table below includes fair values for certain financial instruments for which it is practicable to estimate fair value. The carrying values and fair values of the




(in millions)
   Assets
  Debt securities — available-for-sale
  Equity securities — available-for-sale
  Debt securities — held-to-maturity
  AARP Program-related investments
  Interest rate swap assets


  Liabilities
  Senior unsecured notes
  Interest rate swap liabilities


In addition to the previously described methods and assumptions for debt and equity securities and interest rate swaps, the following are the methods and as
AARP Program-related Investments. AARP Program-related investments consist of debt and equity securities held to fund costs associated with the AARP
Senior Unsecured Notes. The fair values of the senior unsecured notes are estimated based on third-party quoted market prices for the same or similar iss
The carrying amounts reported in the Condensed Consolidated Balance Sheets for cash and cash equivalents, accounts and other current receivables, unea
4.     Medicare Part D Pharmacy Benefits Contract
The Condensed Consolidated Balance Sheets include the following amounts associated with the Medicare Part D program:




(in millions)
   Other current receivables
     Other policy liabilities


(a)

The Catastrophic Reinsurance Subsidy and the Low-Income Member Cost Sharing Subsidy represent cost reimbursements under the Medicare Part D progra
elements; therefore, the Company recorded a receivable in other current receivables in the Condensed Consolidated Balance Sheets.
Premiums from CMS are subject to risk-sharing provisions based on a comparison of the Company’s annual bid estimates of prescription drug costs and the




                                                      6 Months Ended
                                                        Jun. 30, 2010
5.     Medical Costs and Medical Costs Payable

Medical costs and medical costs payable include estimates of the Company’s obligations for medical care services that have
been rendered on behalf of insured consumers, but for which claims have either not yet been received or processed, and for
liabilities for physician, hospital and other medical cost disputes. The Company develops estimates for medical costs
incurred but not reported using an actuarial process that is consistently applied, centrally controlled and automated. The
actuarial models consider factors such as time from date of service to claim receipt, claim backlogs, care provider contract
rate changes, medical care consumption and other medical cost trends. The Company estimates liabilities for physician,
hospital and other medical cost disputes based upon an analysis of potential outcomes, assuming a combination of litigation
and settlement strategies. Each period, the Company re-examines previously established medical costs payable estimates
based on actual claim submissions and other changes in facts and circumstances. As the medical costs payable estimates
recorded in prior periods develop, the Company adjusts the amount of the estimates and includes the changes in estimates
in medical costs in the period in which the change is identified.


For the three months ended June 30, 2010, there was $90 million of net favorable medical cost development related to prior
fiscal years and $180 million of net favorable medical cost development related to the first quarter of 2010. For the six
months ended June 30, 2010, medical costs included $580 million of net favorable medical cost development related to prior
fiscal years. The favorable development for both the three and six months ended June 30, 2010 was primarily driven by
changes in previous estimates related to more efficient claims handling and processing, resulting in higher completion
factors and lower than expected health system utilization levels.
For the three months ended June 30, 2009, there was no net medical cost development related to prior fiscal years and $30
million of net favorable medical cost development related to the first quarter of 2009. For the six months ended June 30,
2009, medical costs included $200 million of net favorable medical cost development related to prior fiscal years. No factors
were individually material to the net favorable medical cost development for either the three or six months ended June 30,
2009.




6.     Commercial Paper and Long-Term Debt
Commercial paper and long-term debt consisted of the following:




(in millions)
   Commercial paper
  Senior unsecured floating-rate notes due June 2010
  5.1% senior unsecured notes due November 2010
  Senior unsecured floating-rate notes due February 2011
  5.3% senior unsecured notes due March 2011 (d)
  5.5% senior unsecured notes due November 2012 (d)
  4.9% senior unsecured notes due February 2013 (d)
  4.9% senior unsecured notes due April 2013 (d)
  4.8% senior unsecured notes due February 2014 (d)
  5.0% senior unsecured notes due August 2014 (d)
  4.9% senior unsecured notes due March 2015 (d)
  5.4% senior unsecured notes due March 2016 (d)
  5.4% senior unsecured notes due November 2016
  6.0% senior unsecured notes due June 2017 (d)
  6.0% senior unsecured notes due November 2017 (d)
  6.0% senior unsecured notes due February 2018
  Zero coupon senior unsecured notes due November 2022 (e)
  5.8% senior unsecured notes due March 2036
  6.5% senior unsecured notes due June 2037
  6.6% senior unsecured notes due November 2037
  6.9% senior unsecured notes due February 2038


  Total commercial paper and long-term debt



(a)

(b)
(c)

(d)



(e)




Commercial Paper and Bank Credit Facility
Commercial paper consists of senior unsecured debt sold on a discount basis with maturities up to 270 days. As of June 30, 2010, the Company’s outstandin
The Company has a $2.5 billion five-year revolving bank credit facility with 23 banks, which matures in May 2012. This facility supports the Company’s comm


Debt Covenants
The Company’s bank credit facility contains various covenants, the most restrictive of which requires the Company to maintain a debt-to-total-capital ratio, ca
Debt Tender
In the first quarter of 2010, the Company completed cash tender offers for $775 million in aggregate principal of certain of its outstanding fixed-rate notes to im
Interest Rate Swap Contracts
During the first half of 2010, the Company entered into interest rate swap contracts to convert a portion of its interest rate exposure from fixed rates to floating
The following table summarizes the location and fair value of fair value hedges on the Company’s Condensed Consolidated Balance Sheets as of June 30, 2




Type of Fair Value Hedge

     Interest rate swap contracts


The following table provides a summary of the effect of changes in fair value of fair value hedges on the Company’s Condensed Consolidated Statements of




Type of Fair Value Hedge

     Three Months Ended June 30, 2010
     Interest rate swap contracts
     Six Months Ended June 30,
     2010
     Interest rate swap contracts




                                                        6 Months Ended
                                                         Jun. 30, 2010
7.     Income Taxes

The Company’s income tax rate for both the three and six months ended June 30, 2010 was 37.0%. The Company’s income
tax rate for the three and six months ended June 30, 2009 was 34.0% and 35.1%, respectively. The increase in the effective
income tax rate resulted primarily from limitations on the future deductibility of certain compensation related to the Patient
Protection and Affordable Care Act, as modified by the Health Care and Education Reconciliation Act of 2010 (Health
Reform Legislation), which was signed into law during the first quarter of 2010, as well as a benefit in the 2009 tax rate from
the resolution of various historical federal and state income tax matters.




                                                        6 Months Ended
                                                         Jun. 30, 2010
8.     Shareholders’ Equity
Share Repurchase Program


Under its Board of Directors’ authorization, the Company maintains a share repurchase program. The objectives of the share
repurchase program are to optimize the Company’s capital structure and cost of capital, thereby improving returns to
shareholders, as well as to offset the dilutive impact of share-based awards. Repurchases may be made from time to time at
prevailing prices in the open market, subject to certain Board restrictions. In February 2010, the Board renewed and
increased the Company’s share repurchase program, and authorized the Company to repurchase up to 120 million shares of
its common stock. During the six months ended June 30, 2010, the Company repurchased 39 million shares at an average
price of approximately $32 per share and an aggregate cost of $1.2 billion. As of June 30, 2010, the Company had Board
authorization to purchase up to an additional 85 million shares of its common stock.
Dividends
In May 2010, the Company’s Board of Directors increased the Company’s cash dividend to shareholders and moved the
Company to a quarterly dividend payment cycle. The first quarterly dividend of $0.125 per share was paid on June 21, 2010
to shareholders of record on June 7, 2010. Declaration and payment of future quarterly dividends is at the discretion of the
Board and may be adjusted as business needs or market conditions change. Prior to May 2010 the Company’s policy had
been to pay an annual dividend, the most recent of which was $0.03 per share paid on April 20, 2010 to shareholders of
record on April 6, 2010.




9.     Share-Based Compensation
As of June 30, 2010, the Company had 56.5 million shares available for future grants of share-based awards under its share-based compensation plan, inclu


Stock Options and SARs
Stock options and SARs generally vest ratably over four to six years and may be exercised up to 10 years from the date of grant. Stock option and SAR activ




     Outstanding at beginning of period
     Granted
     Exercised
     Forfeited


     Outstanding at end of period


     Exercisable at end of period
     Vested and expected to vest end of period
To determine compensation expense related to the Company’s stock options and SARs, the fair value of each award is estimated on the date of grant using a




     Risk free interest rate
     Expected volatility
     Expected dividend yield
     Forfeiture rate
     Expected life in years
Risk-free interest rates are based on U.S. Treasury yields in effect at the time of grant. Expected volatilities are based on the historical volatility of the Compa
The weighted-average grant date fair value of stock options and SARs granted during the three and six months ended June 30, 2010 was approximately $10
respectively.


Restricted Shares
Restricted shares generally vest ratably over two to five years. Compensation expense related to restricted shares is based on the share price on date of gran




(shares in thousands)
  Nonvested at beginning of period
  Granted
  Vested
  Forfeited


  Nonvested at end of period



The weighted-average grant date fair value of restricted shares granted during the three and six months ended June 30, 2010 was approximately $29 per sha
Share-Based Compensation Recognition

The Company recognizes compensation expense for share-based awards, including stock options, SARs and restricted shares, on a straight-line basis over t
based compensation plans of $85 million ($58 million net of tax effects) and $180 million ($121 million net of tax effects), respectively. Share-based compens
income tax benefit realized from share-based award exercises was $16 million and $69 million, respectively.
As further discussed in Note 8 of Notes to the Condensed Consolidated Financial Statements, the Company maintains a share repurchase program. The obje




10.   AARP
The Company provides health insurance products and services to members of AARP under a Supplemental Health Insurance Program (the Program), and se
Under the Program, the Company is compensated for transaction processing and other services, as well as for assuming underwriting risk. The Company is a

The Company’s agreement with AARP on the Program provides for the maintenance of the Rate Stabilization Fund (RSF) that is held by the Company on be
unless cumulative net losses were to exceed the balance in the RSF. To the extent underwriting losses exceed the balance in the RSF, losses would be born
liabilities associated with the contract.
The effects of changes in balance sheet amounts associated with the Program also accrue to the overall benefit of the AARP policyholders through the RSF
Under the Company’s agreement with AARP, the Company separately manages the assets that support the Program. These assets are held at fair value in t
realized investment gains and losses on these assets accrue to the overall benefit of the AARP policyholders through the RSF and, thus, are not included in t
The Company elected to measure the entirety of the AARP assets under management at fair value, pursuant to the fair value option.


The following AARP Program-related assets and liabilities were included in the Company’s Condensed Consolidated Balance Sheets:




(in millions)
   Accounts receivable
  Assets under management
  Medical costs payable
  Accounts payable and accrued liabilities
  Other policy liabilities
  Future policy benefits
  Other liabilities


The fair value of cash, cash equivalents and investments associated with the Program, reflected as assets under management, and the fair value of other as




(in millions)
  30-Jun-10
  Cash and cash equivalents
  Debt securities:
       U.S. government and agency obligations
       State and municipal obligations
       Corporate obligations
       U.S. agency mortgage-backed securities
       Non-U.S. agency mortgage-backed securities


  Total debt securities


  Equity securities — available-for-sale


  Total cash, cash equivalents and investments at fair value


  Other liabilities


  Total liabilities at fair value


  31-Dec-09
  Cash and cash equivalents
  Debt securities:
       U.S. government and agency obligations
       State and municipal obligations
       Corporate obligations
       U.S. agency mortgage-backed securities
       Non-U.S. agency mortgage-backed securities


  Total debt securities


  Equity securities — available-for-sale


  Total cash, cash equivalents and investments at fair value


  Other liabilities


  Total liabilities at fair value




11.   Comprehensive Income
The table below presents comprehensive income, defined as changes in the equity of the Company’s business excluding changes resulting from investments
(in millions)
   Net earnings
  Unrealized holding gains on investment securities arising during the period, net of tax expense of $65, $46, $82 and $84,
  respectively
  Reclassification adjustment for net realized gains included in net earnings, net of tax expense of $5, $1, $19 and $2,
  respectively
  Foreign currency translation (losses) gains


  Comprehensive income




12.   Segment Financial Information
The Company has four reporting segments:




The following is a description of the types of products and services from which each of the Company’s reporting segments derives its revenues:




Transactions between reporting segments principally consist of sales of pharmacy benefit products and services to Health Benefits customers by Prescription
The following table presents reporting segment financial information:
(in millions)
   Three Months Ended June 30, 2010
  Revenues — external customers:
      Premiums
      Services
      Products


  Total revenues — external customers


  Total revenues — intersegment
  Investment and other income


  Total revenues


  Earnings from operations
  Interest expense


  Earnings before income taxes


  Three Months Ended June 30, 2009
  Revenues — external customers:
      Premiums
      Services
      Products


  Total revenues — external customers


  Total revenues — intersegment
  Investment and other income


  Total revenues


  Earnings from operations
  Interest expense


  Earnings before income taxes


  Six Months Ended June 30, 2010
  Revenues — external customers:
      Premiums
      Services
      Products


  Total revenues — external customers


  Total revenues — intersegment
  Investment and other income
  Total revenues


  Earnings from operations
  Interest expense


  Earnings before income taxes


  Six Months Ended June 30, 2009
  Revenues — external customers:
       Premiums
       Services
       Products


  Total revenues — external customers


  Total revenues — intersegment
  Investment and other income


  Total revenues


  Earnings from operations
  Interest expense


  Earnings before income taxes




                                                        6 Months Ended
                                                          Jun. 30, 2010
13.   Commitments and Contingencies
Legal Matters
Because of the nature of its businesses, the Company is frequently made party to a variety of legal actions and regulatory
inquiries related to, among other things, the design and management of its service offerings. The Company records liabilities
for its estimates of probable costs resulting from these matters where appropriate. These matters include, but are not limited
to, claims relating to health care benefits coverage, medical malpractice actions, contract disputes and claims related to
certain business practices.


Litigation Matters
MDL Litigation. Beginning in 1999, a series of class action lawsuits were filed against the Company by health care
providers alleging various claims relating to the Company’s reimbursement practices, including alleged violations of the
Racketeer Influenced Corrupt Organization Act (RICO) and state prompt payment laws and breach of contract claims. Many
of these lawsuits were consolidated in a multi-district litigation in the United States District Court for the Southern District
Court of Florida (MDL). In the lead MDL lawsuit, the court certified a class of health care providers for certain of the RICO
claims. In 2006, the trial court dismissed all of the claims against the Company in the lead MDL lawsuit, and the Eleventh
Circuit Court of Appeals later affirmed that dismissal, leaving eleven related lawsuits that had been stayed during the
litigation of the lead MDL lawsuit. In August 2008, the trial court, applying its rulings in the lead MDL lawsuit, dismissed
seven of these lawsuits (the seven lawsuits). The trial court also dismissed all but one claim in an eighth lawsuit, and ordered
the final claim to arbitration. In December 2008, at the plaintiffs’ request, the trial court dismissed without prejudice one of the
three remaining lawsuits. The court also denied the plaintiffs’ request to remand the remaining two lawsuits to state court and
a federal magistrate judge recommended dismissal of those suits. In April 2009, the plaintiffs in these last two suits filed
AMA Litigation. On March 15, 2000, a group of plaintiffs including the American Medical Association (AMA) filed a lawsuit
against the Company in state court in New York, which was removed to federal court. The complaint and subsequent
amended complaints asserted antitrust claims and claims based on the Employee Retirement Income Security Act of 1974,
as amended (ERISA), as well as breach of contract and the implied covenant of good faith and fair dealing, deceptive acts
and practices, and trade libel in connection with the calculation of reasonable and customary reimbursement rates for non-
network health care providers by the Company’s affiliates. On January 14, 2009, after almost nine years of litigation and
many rulings from the court on various motions, the parties announced an agreement to settle the lawsuit, along with a
similar case filed in 2008 in federal court in New Jersey. Under the terms of the proposed settlement, the Company and its
affiliated entities will be released from claims relating to their out-of-network reimbursement policies from March 15, 1994
through the date of final court approval of the settlement. The Company will pay a total of $350 million to fund the settlement
for health plan members and out-of-network providers in connection with out-of-network procedures performed since March
15, 1994. The agreement contains no admission of wrongdoing. The proposed settlement is subject to final court approval. In
California Claims Processing Matter. As previously disclosed, in 2007, the California Department of Insurance (CDI)
examined the Company’s PacifiCare health insurance plan in California. The examination findings related to the timeliness
and accuracy of claims processing, interest payments, provider contract implementation, provider dispute resolution and
other related matters. On January 25, 2008, the CDI issued an Order to Show Cause to PacifiCare Life and Health Insurance
Company, a subsidiary of the Company, alleging violations of certain insurance statutes and regulations in connection with
the CDI’s examination findings. On June 3, 2009, the Company filed a Notice of Defense to the Order to Show Cause
denying all material allegations and asserting certain defenses. The matter has been the subject of an administrative hearing
before a California administrative law judge (ALJ) since December 2009. CDI has recently amended its Order to Show
Cause, alleging a significant number of additional violations, also relating to claims processing. After the ALJ issues a ruling
at the conclusion of the administrative proceeding, the California Insurance Commissioner may accept, reject or modify the
ALJ’s ruling, issue his own decision, and impose a fine or penalty. The Commissioner’s decision is subject to challenge in
court.


Historical Stock Option Practices. In 2006, a consolidated shareholder derivative action, captioned In re UnitedHealth
Group Incorporated Shareholder Derivative Litigation was filed against certain of the Company’s current and former officers
and directors in the United States District Court for the District of Minnesota. The consolidated amended complaint was
brought on behalf of the Company by several pension funds and other shareholders and named certain of the Company’s
current and former officers and directors as defendants, as well as the Company as a nominal defendant. The consolidated
amended complaint generally alleged that the defendants breached their fiduciary duties to the Company, were unjustly
enriched and violated the securities laws in connection with the Company’s historical stock option practices. On June 26,
2006, the Company’s Board of Directors created a Special Litigation Committee under Minnesota Statute 302A.241,
consisting of two former Minnesota Supreme Court Justices, with the power to investigate the claims raised in the derivative
actions and shareholder demands and determine whether the Company’s rights and remedies should be pursued.
A consolidated derivative action, captioned In re UnitedHealth Group Incorporated Derivative Litigation , was also filed in
Hennepin County District Court, State of Minnesota. The action was brought by two individual shareholders and named
certain of the Company’s current and former officers and directors as defendants, as well as the Company as a nominal
defendant.
On December 6, 2007, the Special Litigation Committee concluded its review of claims relating to the Company’s historical
stock option practices and published a report. The Special Litigation Committee reached settlement agreements on behalf of
the Company with its former Chairman and Chief Executive Officer William W. McGuire, M.D., former General Counsel
David J. Lubben and former director William G. Spears. In addition, the Special Litigation Committee concluded that all
claims against all named defendants in the derivative actions, including current and former Company officers and directors,
should be dismissed. Each settlement agreement is conditioned upon dismissal of claims in the derivative actions and
resolution of any appeals. Following notice to shareholders, the federal court granted the parties’ motion for final approval of
the proposed settlements on July 1, 2009, and entered final judgment dismissing the federal case with prejudice on July 2,
2009. The state court granted the parties’ motion for final approval of the proposed settlements and dismissed the state case
with prejudice on May 14, 2009, and entered final judgment on July 17, 2009. The federal and state courts also awarded
plaintiffs’ counsel fees and expenses of $30 million and $6 million, respectively, which have been paid by the Company. A
shareholder has filed an appeal with the U.S. Court of Appeals for the Eighth Circuit challenging only the federal plaintiffs’
As previously disclosed, the Company also received inquiries from a number of federal and state regulators from 2006
through 2008 regarding its historical stock option practices. Many of those inquiries have been closed, resolved or inactive
since 2008.


The Company may be subject to additional litigation or other proceedings or actions arising out of the Company’s historical
stock option practices and the related restatement of its historical Consolidated Financial Statements. Litigation and any
potential regulatory proceeding or action may be time consuming, expensive and distracting from the conduct of the
Company’s business. The adverse resolution of any specific lawsuit or any potential regulatory proceeding or action could
have a material adverse effect on the Company’s business, financial condition and results of operations.
Government Regulation
The Company’s business is regulated at federal, state, local and international levels. The laws and rules governing the
Company’s business and interpretations of those laws and rules are subject to frequent change. Broad latitude is given to the
agencies administering those regulations. Further, the Company must obtain and maintain regulatory approvals to market
and sell many of its products.


The Company has been and is currently involved in various governmental investigations, audits and reviews. These include
routine, regular and special investigations, audits and reviews by CMS, state insurance and health and welfare departments,
state attorneys general, the Office of the Inspector General, the Office of Personnel Management, the Office of Civil Rights,
U.S. Congressional committees, the U.S. Department of Justice, U.S. Attorneys, the SEC, the IRS, the U.S. Department of
Labor, the Federal Deposit Insurance Corporation and other governmental authorities. Examples of audits include a review
by the U.S. Department of Labor of the Company’s administration of applicable customer employee benefit plans with
respect to ERISA compliance and audits of the Company’s Medicare health plans to validate the coding practices of and
supporting documentation maintained by its care providers.
Such government actions can result in assessment of damages, civil or criminal fines or penalties, or other sanctions,
including loss of licensure or exclusion from participation in government programs and could have a material adverse effect
on the Company’s financial results. The coding audits may result in prospective and retrospective adjustments to payments
made to health plans pursuant to CMS Medicare contracts.


During the first quarter of 2010, the Health Reform Legislation was signed into law. The Health Reform Legislation, and
existing or future laws and rules, could force the Company to change how it does business, restrict revenue and enrollment
growth in certain products and market segments, restrict premium growth rates for certain products and market segments,
increase its medical and administrative costs and capital requirements, expose it to an increased risk of liability (including
increasing its liability in federal and state courts for coverage determinations and contract interpretation) or put it at risk for
loss of business. In addition, the Company’s operating results, financial position, including its ability to maintain the value of
its goodwill, and cash flows could be materially adversely affected by such changes.




Use of Estimates
These Condensed Consolidated Financial Statements include certain amounts based on the Company’s best estimates and judgments. The Company’s mos
they involve matters that are inherently uncertain and will likely change in subsequent periods. The impact of any changes in estimates is included in earnings
Recent Accounting Standards


Recently Adopted Accounting Standards. In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU
1 and Level 2 fair value measurements and (ii) activity in Level 3 fair value measurements. ASU 2010-06 also clarifies existing disclosure requirements regar
purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements, which will be effective for the Company’s fiscal


Recently Issued Accounting Standards. In October 2009, the FASB issued ASU No. 2009-13, “Multiple-Deliverable Revenue Arrangements” (ASU 2009-1
The new guidance also requires entities to allocate arrangement consideration to the separate units of accounting based on the deliverables’ relative selling p

The Company has determined that all other recently issued accounting standards will not have a material impact on its Condensed Consolidated Financial St
Fair Value
Fair values of available-for-sale debt and equity securities are based on quoted market prices, where available. The Company obtains one price for each secu
similar securities, making adjustments through the reporting date based upon available observable market information. For securities not actively traded, the
are not limited to, non-binding broker quotes, benchmark yields, credit spreads, default rates and prepayment speeds. As the Company is responsible for the
prices reported by its custodian, its investment consultant and third-party investment advisors. Additionally, the Company compares changes in the reported m
the Company has not historically adjusted the prices obtained from the pricing service.
In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determine
specific to the asset or liability.


The fair value hierarchy is as follows:
Level 1 — Quoted (unadjusted) prices for identical assets/liabilities in active markets.
Level 2 — Other observable inputs, either directly or indirectly, including:




Level 3 — Unobservable inputs that cannot be corroborated by observable market data.
AARP
The Company provides health insurance products and services to members of AARP under a Supplemental Health Insurance Program (the Program), and se
between 50 to 64 years of age, and other related products.
Under the Program, the Company is compensated for transaction processing and other services, as well as for assuming underwriting risk. The Company is a

The Company’s agreement with AARP on the Program provides for the maintenance of the Rate Stabilization Fund (RSF) that is held by the Company on be
costs, investment income, administrative expenses, member service expenses, marketing expenses and premium taxes. Underwriting gains and losses are r
borne by the Company. Deficits may be recovered by underwriting gains in future periods of the contract. To date, the Company has not been required to fun
believes the RSF balance as of June 30, 2010 is sufficient to cover potential future underwriting and other risks and liabilities associated with the contract.
The effects of changes in balance sheet amounts associated with the Program also accrue to the overall benefit of the AARP policyholders through the RSF

Under the Company’s agreement with AARP, the Company separately manages the assets that support the Program. These assets are held at fair value in t
does not guarantee any rates of investment return on these investments and upon any transfer of the Program to another entity, the Company would transfer
in the Company’s earnings.
The Company elected to measure the entirety of the AARP assets under management at fair value, pursuant to the fair value option.




A summary of short-term and long-term investments is as follows:




(in millions)
   30-Jun-10
  Debt securities — available-for-sale:
       U.S. government and agency obligations
       State and municipal obligations
       Corporate obligations
       U.S. agency mortgage-backed securities
       Non-U.S. agency mortgage-backed securities


  Total debt securities — available-for-sale


  Equity securities — available-for-sale
  Debt securities — held-to-maturity:
       U.S. government and agency obligations
       State and municipal obligations
       Corporate obligations
  Total debt securities — held-to-maturity


  Total investments


  31-Dec-09
  Debt securities — available-for-sale:
       U.S. government and agency obligations
       State and municipal obligations
       Corporate obligations
       U.S. agency mortgage-backed securities
       Non-U.S. agency mortgage-backed securities


  Total debt securities — available-for-sale



  Equity securities — available-for-sale
  Debt securities — held-to-maturity:
       U.S. government and agency obligations
       State and municipal obligations
       Corporate obligations


  Total debt securities — held-to-maturity


  Total investments


The fair values of the Company’s mortgage-backed securities by credit rating and non-U.S. agency mortgage-backed securities by origination as of June 30,




(in millions)
   2007
  2006
  2005
  Pre-2005
  U.S agency mortgage-backed securities


  Total


The amortized cost and fair value of available-for-sale debt securities as of June 30, 2010, by contractual maturity, were as follows:




(in millions)
   Due in one year or less
  Due after one year through five years
  Due after five years through ten years
  Due after ten years
  U.S. agency mortgage-backed securities
  Non-U.S. agency mortgage-backed securities
  Total debt securities — available-for-sale


The amortized cost and fair value of held-to-maturity debt securities as of June 30, 2010, by contractual maturity, were as follows:




(in millions)
   Due in one year or less
  Due after one year through five years
  Due after five years through ten years
  Due after ten years


  Total debt securities — held-to-maturity


The fair value of available-for-sale investments with gross unrealized losses by investment type and length of time that individual securities have been in a co




(in millions)
   30-Jun-10
  Debt securities — available-for-sale:
       State and municipal obligations
       Corporate obligations


  Total debt securities — available-for-sale


  Equity securities — available-for-sale


  31-Dec-09
  Debt securities — available-for-sale:
       U.S. government and agency obligations
       State and municipal obligations
       Corporate obligations
       U.S. agency mortgage-backed securities
       Non-U.S. agency mortgage-backed securities


  Total debt securities — available-for-sale


  Equity securities — available-for-sale


Net realized gains, before taxes, were from the following sources:




(in millions)
   Total OTTI
  Portion of loss recognized in other comprehensive income
  Net OTTI recognized in earnings
  Gross realized losses from sales
  Gross realized gains from sales


  Net realized gains




The following table presents information about the Company’s financial assets and liabilities, excluding AARP Program-related assets and liabilities, which ar




(in millions)
   30-Jun-10
  Cash and cash equivalents
  Debt securities — available-for-sale:
       U.S. government and agency obligations
       State and municipal obligations
       Corporate obligations
       U.S. agency mortgage-backed securities
       Non-U.S. agency mortgage-backed securities


  Total debt securities — available-for-sale
  Equity securities — available-for-sale


  Total cash, cash equivalents and investments at fair value


  Interest rate swap assets


  Total assets at fair value


  Percentage of total assets at fair value


  Interest rate swap liabilities


  31-Dec-09
  Cash and cash equivalents
  Debt securities — available-for-sale:
       U.S. government and agency obligations
       State and municipal obligations
       Corporate obligations
       U.S. agency mortgage-backed securities
       Non-U.S. agency mortgage-backed securities


  Total debt securities — available-for-sale
  Equity securities — available-for-sale


  Total cash, cash equivalents and investments at fair value


  Percentage of total cash, cash equivalents and investments at fair value


A reconciliation of the beginning and ending balances of assets measured at fair value on a recurring basis using Level 3 inputs is as follows:




(in millions)
   30-Jun-10
  Balance at beginning of period
  Sales, net
  Net unrealized gains in accumulated other comprehensive income
  Net realized gains in investment and other income


  Balance at end of period


  30-Jun-09
  Balance at beginning of period
  Purchases (sales), net
  Net unrealized gains in accumulated other comprehensive income
  Net realized losses in investment and other income


  Balance at end of period


The table below includes fair values for certain financial instruments for which it is practicable to estimate fair value. The carrying values and fair values of the




(in millions)
   Assets
  Debt securities — available-for-sale
  Equity securities — available-for-sale
  Debt securities — held-to-maturity
  AARP Program-related investments
  Interest rate swap assets


  Liabilities
  Senior unsecured notes
  Interest rate swap liabilities




The Condensed Consolidated Balance Sheets include the following amounts associated with the Medicare Part D program:
(in millions)
   Other current receivables
  Other policy liabilities


(a)




Commercial paper and long-term debt consisted of the following:




(in millions)
   Commercial paper
  Senior unsecured floating-rate notes due June 2010
  5.1% senior unsecured notes due November 2010
  Senior unsecured floating-rate notes due February 2011
  5.3% senior unsecured notes due March 2011 (d)
  5.5% senior unsecured notes due November 2012 (d)
  4.9% senior unsecured notes due February 2013 (d)
  4.9% senior unsecured notes due April 2013 (d)
  4.8% senior unsecured notes due February 2014 (d)
  5.0% senior unsecured notes due August 2014 (d)
  4.9% senior unsecured notes due March 2015 (d)
  5.4% senior unsecured notes due March 2016 (d)
  5.4% senior unsecured notes due November 2016
  6.0% senior unsecured notes due June 2017 (d)
  6.0% senior unsecured notes due November 2017 (d)
  6.0% senior unsecured notes due February 2018
  Zero coupon senior unsecured notes due November 2022 (e)
  5.8% senior unsecured notes due March 2036
  6.5% senior unsecured notes due June 2037
  6.6% senior unsecured notes due November 2037
  6.9% senior unsecured notes due February 2038


  Total commercial paper and long-term debt



(a)

(b)
(c)

(d)
(e)




The following table summarizes the location and fair value of fair value hedges on the Company’s Condensed Consolidated Balance Sheets as of June 30, 2




Type of Fair Value Hedge

  Interest rate swap contracts


The following table provides a summary of the effect of changes in fair value of fair value hedges on the Company’s Condensed Consolidated Statements of




Type of Fair Value Hedge

  Three Months Ended June 30, 2010
  Interest rate swap contracts
  Six Months Ended June 30,
  2010
  Interest rate swap contracts




Stock options and SARs generally vest ratably over four to six years and may be exercised up to 10 years from the date of grant. Stock option and SAR activ




  Outstanding at beginning of period
  Granted
  Exercised
  Forfeited


  Outstanding at end of period


  Exercisable at end of period
  Vested and expected to vest end of period
To determine compensation expense related to the Company’s stock options and SARs, the fair value of each award is estimated on the date of grant using a




  Risk free interest rate
  Expected volatility
  Expected dividend yield
  Forfeiture rate
  Expected life in years
Restricted shares generally vest ratably over two to five years. Compensation expense related to restricted shares is based on the share price on date of gran




(shares in thousands)
  Nonvested at beginning of period
  Granted
  Vested
  Forfeited


  Nonvested at end of period




The following AARP Program-related assets and liabilities were included in the Company’s Condensed Consolidated Balance Sheets:




(in millions)
   Accounts receivable
  Assets under management
  Medical costs payable
  Accounts payable and accrued liabilities
  Other policy liabilities
  Future policy benefits
  Other liabilities


The fair value of cash, cash equivalents and investments associated with the Program, reflected as assets under management, and the fair value of other as




(in millions)
   30-Jun-10
  Cash and cash equivalents
  Debt securities:
       U.S. government and agency obligations
       State and municipal obligations
       Corporate obligations
       U.S. agency mortgage-backed securities
       Non-U.S. agency mortgage-backed securities
  Total debt securities


  Equity securities — available-for-sale


  Total cash, cash equivalents and investments at fair value


  Other liabilities


  Total liabilities at fair value


  31-Dec-09
  Cash and cash equivalents
  Debt securities:
       U.S. government and agency obligations
       State and municipal obligations
       Corporate obligations
       U.S. agency mortgage-backed securities
       Non-U.S. agency mortgage-backed securities


  Total debt securities


  Equity securities — available-for-sale


  Total cash, cash equivalents and investments at fair value


  Other liabilities


  Total liabilities at fair value




The table below presents comprehensive income, defined as changes in the equity of the Company’s business excluding changes resulting from investments




(in millions)
   Net earnings
  Unrealized holding gains on investment securities arising during the period, net of tax expense of $65, $46, $82 and $84,
  respectively
  Reclassification adjustment for net realized gains included in net earnings, net of tax expense of $5, $1, $19 and $2,
  respectively
  Foreign currency translation (losses) gains


  Comprehensive income
The following table presents reporting segment financial information:




(in millions)
   Three Months Ended June 30, 2010
  Revenues — external customers:
       Premiums
       Services
       Products


  Total revenues — external customers


  Total revenues — intersegment
  Investment and other income


  Total revenues


  Earnings from operations
  Interest expense


  Earnings before income taxes


  Three Months Ended June 30, 2009
  Revenues — external customers:
       Premiums
       Services
       Products


  Total revenues — external customers


  Total revenues — intersegment
  Investment and other income


  Total revenues


  Earnings from operations
  Interest expense


  Earnings before income taxes


  Six Months Ended June 30, 2010
  Revenues — external customers:
       Premiums
       Services
       Products
Total revenues — external customers


Total revenues — intersegment
Investment and other income


Total revenues


Earnings from operations
Interest expense


Earnings before income taxes


Six Months Ended June 30, 2009
Revenues — external customers:
    Premiums
    Services
    Products


Total revenues — external customers


Total revenues — intersegment
Investment and other income


Total revenues


Earnings from operations
Interest expense


Earnings before income taxes




                                      Jun. 30, 2010

                                                      $14,490
                                                         648
                                                          -23
                                                       15,115


                                                       13,833
                                                         624
                                                           -9
                                                       14,448


                                                        1,767
                                                          36
                                                           0
                                                        1,803
                5,927
                 269
                   -4
                6,192


                3,834
                 215
                   -5
                4,044


                1,805
                  77
                   0
                1,882


                 500
                  27
                   0
                 527


                 451
                  18
                 -14
                 455


                 206
                   6
                   0
                 212


                 170
                   6
                   0
                 176


                  16
                   0
                   0
                  16


                  20
                   0
                   0
                 $20




Jun. 30, 2010
Jun. 30, 2010

                $15,115
                   460
                 13,000


                     7


                    17


                    $8
                   0.01




Jun. 30, 2010

                 $2,409


                  2,360


                    76


                   136


                   140


                   126


                  1,882


                     9


                     1


                     6


                     1


                     1


                     0


                     9


                     9


                     0
                    0


                    0


                    0


                   31


                    3


                   17


                   11


                    0


                    0


                   89


                  159


                  152


                  127


                $1,882




Jun. 30, 2010

                $1,273
                 4,754
                 3,251
                 2,250
                13,833
                 1,282
                 4,984
                 3,426
                 2,347
                14,448


                 1,805
                 1,882


                  500
                 $527
Jun. 30, 2010

                $76
                 93
                 27
                 10
                206
                 77
                 96
                 28
                 11
                $212




Jun. 30, 2010




                $370
                 -6
                 99
                 -3
                469
                  -9




                153
                 -2
                 77
                 -2
                230
                  -4


                217
                 -4
                 22
                    -1
                   239
                     -5




                   174
                    -13
                     11
                    -1
                   185
                  ($14)




                3 Months Ended
Jun. 30, 2010
                   ($4)
                      0
                     -4
                    -2
                    22
                   $16




Jun. 30, 2010

                 $9,983
                 24,886
                    35
                 24,921
                     1
                     2


                  9,545
11,032
    0
11,032
  0.44
    0


 1,220


 1,201


    0


   19


    0


    0


  267


  438
13,561
   35
13,596
  0.55
    2


13,121


  602


 6,192


 3,926


 1,882


  519


    2


    0
  293
    0
  293
  0.01
    0


  107
                     0


                     0


                    99


                     0


                     8


                   186


                 14,448


                  1,803


                  6,192


                  4,044


                  1,882


                   527


                  $455




                3 Months Ended
Jun. 30, 2010
                    $0
                     0

                    $0




                3 Months Ended

Jun. 30, 2010
                  $438
                   -161
                      6
                    10
                   293


                   114
                     -9
                      0
                     2
                   107


                   324
                   -152
                      6
                     8
                  $186




Jun. 30, 2010



                $14,448
                   455
                   206
                  2,386
                    35


                 10,712
                     2



                 14,448
                   455
                   212
                  2,386
                    35


                 11,186
                    $2




                 Jun. 30, 2010

                 $1,810
                  3,891


                     0
                   671


                     0
                  $128
                3 Months Ended
Jun. 30, 2010


                   $90


                  $180




                 Jun. 30, 2010

                $10,945
                 10,712
                 11,186


                   880
                   880
                   880


                     0
                     0
                     0


                   250
                   253
                   254


                   250
                   250
                   251


                   705
                   720
                   724


                   352
                   375
                   378


                   534
                   538
                   573


                   409
                   425
                   437
 172
 187
 184


 389
 426
 424


 416
 459
 442


 601
 673
 653


  95
  95
 104


 441
 513
 484


 156
 177
 176


1,100
1,099
1,227


1,095
 573
 642


 850
 844
 854


 500
 495
 540


 650
 645
 714


1,100
                                                                                                                                 1,085
                                                                                                                                $1,245


ussed under "Interest Rate Swap Contracts" below.
related interest rate swap contracts, which terminated in January 2009.


olidated Balance Sheets as of December 31, 2009 due to the debt tender offers discussed under "Debt Tender" below.
ted Balance Sheets as of June 30, 2010 and December 31, 2009 due to a current note holder option to "put" the note to the Company beginning on November 15, 2010, and




                                                                          Jun. 30, 2010
                                                                                                                        $2,500,000,000
                                                                                                                                    0.5



                270 days


                                                                                                                                 0.004


                                                                                                                                 0.005


                                                                                                                                    23
                                                                                                                                    $0


                                                                                                                                 0.005


                                                                                                                                  0.01




                                                                          Jun. 30, 2010

                                                                                                                                $3,578


                                                                                                                                    35


                                                                                                                                    $2




                                                                     3 Months Ended

                                                                          Jun. 30, 2010


                                                                                                                                   $47


                                                                                                                                  ($47)
                             3 Months Ended
             Jun. 30, 2010
                                0.37




            3 Months Ended
             Jun. 30, 2010
                                 85




                               $0.16


6/21/2010




                             3 Months Ended

             Jun. 30, 2010


                                $67
                                 65
                                567


                                 16


                                56.5


                                $10
                                  9




                                12.5
                                $29
                                $41
6 Months Ended
 Jun. 30, 2010


                 124,146
                   9,119
                  -4,055
                  -3,930
                 125,280
                  94,608
                 120,818


                    $39
                    $33
                    $18
                    $44
                    $39
                    $40
                    $39


                   5,500
                   4,500
                   5,300


                   $183
                    180
                   $183




                 3 Months Ended
 Jun. 30, 2010



                   0.019



                   0.462



                   0.017
                    0.05
                    4.6




6 Months Ended
 Jun. 30, 2010


                 10,620
                  4,147
                 -2,645
                   -261
                 11,861


                   $32
                   $33
                   $32
                   $32
                   $32




 Jun. 30, 2010

                 $2,766
                  2,441
                  9,422
                  6,122
                  3,891
                  2,324
                  2,132


                   530
                  2,441
                  1,223
                    16
                  1,163
                   497
                   $72




 Jun. 30, 2010

                 $9,983
                 24,886
                  2,132


                    55
2,441
  72
  72


  55
 555
   0
   0


 500



 500


   0


   0



   0



   0


   0


   0
1,886
   0
   0


1,884


 318


   9


1,071


 346



 140


   2


   0
   0
  72
  72
                     0


                     0


                     0


                     0


                     0


                     0


                     0


                  2,384


                   818


                     9


                  1,071


                   346


                   140


                     2


                 14,448


                  1,803


                  6,192


                  4,044


                  1,882


                   527


                  $455




                3 Months Ended
Jun. 30, 2010
                 $1,123
                   121

                    -11
                     -9
                 $1,224




                3 Months Ended
Jun. 30, 2010
                   $65
                    $5




                3 Months Ended
Jun. 30, 2010


                $21,125
                  1,413
                   577
                 23,115
                     0
                   149
                 23,264
                  1,901
                   -119
                  1,782



                 20,498
                  1,009
                     0
                 21,507
                     0
                   131
                 21,638
                  1,544
                     0
                  1,544



                   627
                    81
                     0
                   708
                   729
                    17
                  1,454
                   161
                     0
                   161



                     0
                   308
                    11
                   319
                   210
                     0
                   529
                    60
                     0
                    60



                     0
                    15
                   566
                   581
                 3,632
                     1
                 4,214
                   136
                     0
                   136



                     0
                     0
                     0
                     0
                 -4,571
                      0
                 -4,571
                      0
                  -119
                 ($119)




1 Months Ended

 Jul. 17, 2009




                    30
                    $6
  Jul. 30, 2010




                  1,124,267,834




12 Months Ended
 Dec. 31, 2009


                        $9,800
                         1,239
                         1,954
                         2,383
                           448
                         1,838
                           538
                        18,200
                        13,311
                         2,140
                        20,727
                         2,381
                         2,286
                        59,045


                         9,362
                         6,283
                         3,137
                         2,164
                         1,217
                        22,163
                         9,009
                         2,325
                         1,942
                        35,439
                                      0
                                     11
                                  23,342


                                    277
                                     -24
                                  23,606
                                 $59,045




                 Dec. 31, 2009

                                   $0.00
                                     10
                                      0
                                      0
                                   $0.01
                                   3,000
                                   1,147
                                   1,147




3 Months Ended
                 Jun. 30, 2009


                                 $19,746
                                   1,307
                                    449
                                    153
                                  21,655


                                  16,507
                                   3,037
                                    422
                                    249
                                  20,215
                                   1,440
                                    -139
                                   1,301
                                   -442
                                   $859
                                   $0.73
                                   $0.73
                                   1,170
                                     10
                                              1,180
                                               117
                                              $0.03




                 Additional Paid-In Capital


                                               $38




                                               125


                                              -354
                                               191



                                                 0


                                                 0




                                                46


                                              -224
                                               178



                                                $0




3 Months Ended
                       Jun. 30, 2009
                                               $46
                                                $1




6 Months Ended
                       Jun. 30, 2009
$1,843


  483
  114
  180
    7


  -720
  -407
   770
  -276
  -233
  -157
 1,604


  -400
  -311
-3,710
 2,635
 1,296
  -490


   -39
  -900
   513
-1,504
   183
   27
  674
   -36
  -189
   -22
-1,293
  -179
 7,426
$7,247
f credit with fair values of $7 million and $9 million as of June 30, 2010 and December 31, 2009, respectively. Also included were Alt-A securities with fair values of $17 millio


backed securities by origination as of June 30, 2010 were as follows:
urity, were as follows:




ity, were as follows:




ime that individual securities have been in a continuous unrealized loss position were as follows:
e predominantly held in U.S. government or agency obligations. Additionally, the fair values of these investments approximate their amortized cost.
s out of a total of approximately 13,000 positions. The Company believes that it will collect all principal and interest due on all investments that have an amortized cost in exce
urchase nor other factors leading to an other-than-temporary impairment (OTTI). As of June 30, 2010, the Company did not have the intent to sell any of the securities in an u
ion of commercial mortgage loans in default. These investments were acquired in the first quarter of 2008 pursuant to an acquisition and were recorded at fair value. They re
held in various public and nonpublic companies concentrated in the areas of health care services and related information technologies. Market conditions that affect the value




he Company’s intent to sell certain impaired securities.




. The Company obtains one price for each security primarily from a third-party pricing service (pricing service), which generally uses quoted or other observable inputs for the
fault rates and prepayment speeds. As the Company is responsible for the determination of fair value, it performs quarterly analyses on the prices received from the pricing s
 obtained from the pricing service.
he fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment o




                 •


                 •



                 •
                •



Program-related assets and liabilities, which are measured at fair value on a recurring basis, according to the valuation techniques the Company used to determine their fair v




ent:
aturities are less than three months. Fair values of cash equivalent instruments that do not trade on a regular basis in active markets are classified as Level 2.
market prices and/or other market data for the same or comparable instruments and transactions in establishing the prices. Fair values of debt securities that do not trade on a
 1 and Level 2 publicly traded equity securities are based on quoted market prices and/or other market data for the same or comparable instruments and transactions in estab
 and growth characteristics; similar preferences in the capital structure; discounted cash flows; liquidation values and milestones established at initial funding; and the assum
swaps and publicly available market yield curves. Because the swaps are unique and not actively traded, the fair values are classified as Level 2 estimates.


ing Level 3 inputs is as follows:




 0 or 2009, for non-financial assets and liabilities or financial assets and liabilities that are measured at fair value on a nonrecurring basis. These assets and liabilities are subj
value. The carrying values and fair values of these financial instruments were as follows:




te swaps, the following are the methods and assumptions used to estimate the fair value of the other financial instruments:
 es held to fund costs associated with the AARP Program (see Note 10 of Notes to the Condensed Consolidated Financial Statements). The Company elected to measure the
 uoted market prices for the same or similar issues.
 , accounts and other current receivables, unearned revenues, accounts payable and accrued liabilities approximate fair value because of their short-term nature. These asse
rt D program:




                Includes the Catastrophic Reinsurance Subsidy and the Low-Income Member Cost Sharing Subsidy

mbursements under the Medicare Part D program. The Company is fully reimbursed by the Centers for Medicare and Medicaid Services (CMS) for costs incurred for these co
lidated Balance Sheets.
 id estimates of prescription drug costs and the actual costs incurred. Variances may result in CMS making additional payments to the Company or require the Company to re
                 The carrying value of debt has been adjusted based upon the applicable interest rate swap fair values discussed under
                 “Interest Rate Swap Contracts” below.
                 Estimated based on third-party quoted market prices for the same or similar issues.
                 The carrying value of debt reflects accretion of issuance discounts and unamortized net gains or losses on related interest
                 rate swap contracts, which terminated in January 2009.
                 A portion of these notes was classified with the current maturities of long-term debt in the Condensed Consolidated Balance
                 Sheets as of December 31, 2009 due to the debt tender offers discussed under “Debt Tender” below.

                 These notes have been classified with the current maturities of long-term debt in the Condensed Consolidated Balance
                 Sheets as of June 30, 2010 and December 31, 2009 due to a current note holder option to “put” the note to the Company
                 beginning on November 15, 2010, and on each November 15 thereafter until 2022 (except 2014), for a specified price.



As of June 30, 2010, the Company’s outstanding commercial paper had interest rates ranging from 0.4% to 0.5%.
12. This facility supports the Company’s commercial paper program and is available for general corporate purposes. There were no amounts outstanding under this facility as



pany to maintain a debt-to-total-capital ratio, calculated as the sum of commercial paper and debt divided by the sum of commercial paper, debt and shareholders’ equity, bel


of certain of its outstanding fixed-rate notes to improve the matching of interest rate exposure related to its floating rate assets and liabilities on its balance sheet.
nterest rate exposure from fixed rates to floating rates to more closely align interest expense with interest income received on its cash equivalent and investment balances. Th
Consolidated Balance Sheets as of June 30, 2010:




any’s Condensed Consolidated Statements of Operations:
under its share-based compensation plan, including, but not limited to, incentive or non-qualified stock options, stock-settled stock appreciation rights (SARs), and up to 12.5 m



m the date of grant. Stock option and SAR activity for the six months ended June 30, 2010 is summarized in the table below:




 award is estimated on the date of grant using an option-pricing model. For purposes of estimating the fair value of the Company’s employee stock option and SAR grants, th




e based on the historical volatility of the Company’s common stock and the implied volatility from exchange-traded options on the Company’s common stock. The Company u
s ended June 30, 2010 was approximately $10 per share and $13 per share, respectively. The weighted-average grant date fair value of stock options and SARs granted duri




ares is based on the share price on date of grant. Restricted share activity for the six months ended June 30, 2010 is summarized in the table below:
  June 30, 2010 was approximately $29 per share and $33 per share, respectively. The weighted-average grant date fair value of restricted shares granted during the three an


 restricted shares, on a straight-line basis over the related service period (generally the vesting period) of the award, or to an employee’s eligible retirement date under the aw
ax effects), respectively. Share-based compensation expense is recognized in operating costs in the Company’s Condensed Consolidated Statements of Operations. As of Ju

maintains a share repurchase program. The objectives of the share repurchase program are to optimize the Company’s capital structure, cost of capital and return to sharehol




 ealth Insurance Program (the Program), and separate Medicare Advantage and Medicare Part D arrangements. The products and services under the Program include supple
 r assuming underwriting risk. The Company is also engaged in product development activities to complement the insurance offerings.

Fund (RSF) that is held by the Company on behalf of policyholders. Underwriting gains or losses related to the AARP Medicare Supplement Insurance business are directly r
d the balance in the RSF, losses would be borne by the Company. Deficits may be recovered by underwriting gains in future periods of the contract. To date, the Company ha

 fit of the AARP policyholders through the RSF balance. Accordingly, the Company excludes the effect of such changes in its Condensed Consolidated Statements of Cash F
 rogram. These assets are held at fair value in the Condensed Consolidated Balance Sheets as assets under management. These assets are invested at the Company’s disc
 hrough the RSF and, thus, are not included in the Company’s earnings.
 o the fair value option.


 idated Balance Sheets:




der management, and the fair value of other assets and other liabilities were classified in accordance with the fair value hierarchy as discussed in Note 3 of Notes to the Cond
s excluding changes resulting from investments by and distributions to its shareholders.
                •


                •


                •


                •
g segments derives its revenues:

                •




                •




                •




                •




es to Health Benefits customers by Prescription Solutions, certain product offerings sold to Health Benefits customers by OptumHealth, and consulting and other services sol
                                                                                             6 Months Ended
                                                                                               Jun. 30, 2010


estimates and judgments. The Company’s most significant estimates relate to medical costs, medical costs payable, revenues, goodwill, other intangible assets, investments
ny changes in estimates is included in earnings in the period in which the estimate is adjusted.




SB) issued Accounting Standards Update (ASU) No. 2010-06, “Improving Disclosures about Fair Value Measurements” (ASU 2010-06). This update amends the fair value gu
clarifies existing disclosure requirements regarding (i) the level of asset and liability disaggregation and (ii) fair value measurement inputs and valuation techniques. The new
which will be effective for the Company’s fiscal year 2011. The Company’s fair value disclosures, including the new disclosures effective in 2010, have been included in Note


 iverable Revenue Arrangements” (ASU 2009-13). This update removes the criterion that entities must use objective and reliable evidence of fair value in separately accountin
ting based on the deliverables’ relative selling price. The provisions will be effective for revenue arrangements entered into or materially modified in the Company’s fiscal year

act on its Condensed Consolidated Financial Statements, or do not apply to its operations.

 . The Company obtains one price for each security primarily from a third-party pricing service (pricing service), which generally uses quoted or other observable inputs for the
ormation. For securities not actively traded, the pricing service may use quoted market prices of comparable instruments or discounted cash flow analyses, incorporating inpu
 speeds. As the Company is responsible for the determination of fair value, it performs quarterly analyses on the prices received from the pricing service to determine whether
e Company compares changes in the reported market values and returns to relevant market indices to test the reasonableness of the reported prices. Based on the Company


he fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment o
                  •


                  •



                  •



                  •




 ealth Insurance Program (the Program), and separate Medicare Advantage and Medicare Part D arrangements. The products and services under the Program include supple

 r assuming underwriting risk. The Company is also engaged in product development activities to complement the insurance offerings.

 Fund (RSF) that is held by the Company on behalf of policyholders. Underwriting gains or losses related to the AARP Medicare Supplement Insurance business are directly r
mium taxes. Underwriting gains and losses are recorded as an increase or decrease to the RSF and accrue to the overall benefit of the AARP policyholders, unless cumulative
 ate, the Company has not been required to fund any underwriting deficits. The RSF balance is reported in other policy liabilities in the Condensed Consolidated Balance Shee
 s and liabilities associated with the contract.
 fit of the AARP policyholders through the RSF balance. Accordingly, the Company excludes the effect of such changes in its Condensed Consolidated Statements of Cash F

 rogram. These assets are held at fair value in the Condensed Consolidated Balance Sheets as assets under management. These assets are invested at the Company’s disc
  to another entity, the Company would transfer cash in an amount equal to the fair value of these investments at the date of transfer. Interest earnings and realized investmen

 o the fair value option.
backed securities by origination as of June 30, 2010 were as follows:




urity, were as follows:
ity, were as follows:




ime that individual securities have been in a continuous unrealized loss position were as follows:
Program-related assets and liabilities, which are measured at fair value on a recurring basis, according to the valuation techniques the Company used to determine their fair v
ing Level 3 inputs is as follows:




value. The carrying values and fair values of these financial instruments were as follows:




rt D program:
Includes the Catastrophic Reinsurance Subsidy and the Low-Income Member Cost Sharing Subsidy




The carrying value of debt has been adjusted based upon the applicable interest rate swap fair values discussed under
“Interest Rate Swap Contracts” below.
Estimated based on third-party quoted market prices for the same or similar issues.
The carrying value of debt reflects accretion of issuance discounts and unamortized net gains or losses on related interest
rate swap contracts, which terminated in January 2009.
A portion of these notes was classified with the current maturities of long-term debt in the Condensed Consolidated Balance
Sheets as of December 31, 2009 due to the debt tender offers discussed under “Debt Tender” below.
                 These notes have been classified with the current maturities of long-term debt in the Condensed Consolidated Balance
                 Sheets as of June 30, 2010 and December 31, 2009 due to a current note holder option to “put” the note to the Company
                 beginning on November 15, 2010, and on each November 15 thereafter until 2022 (except 2014), for a specified price.


 Consolidated Balance Sheets as of June 30, 2010:




 any’s Condensed Consolidated Statements of Operations:




m the date of grant. Stock option and SAR activity for the six months ended June 30, 2010 is summarized in the table below:




 award is estimated on the date of grant using an option-pricing model. For purposes of estimating the fair value of the Company’s employee stock option and SAR grants, th
ares is based on the share price on date of grant. Restricted share activity for the six months ended June 30, 2010 is summarized in the table below:




idated Balance Sheets:




der management, and the fair value of other assets and other liabilities were classified in accordance with the fair value hierarchy as discussed in Note 3 of Notes to the Cond
s excluding changes resulting from investments by and distributions to its shareholders.
Dec. 31, 2009

                $14,107
                   497
                    -50
                 14,554


                 13,329
                   481
                    -36
                 13,774


                  1,566
                    12
                    -11
                  1,567
6,080
 248
  -11
6,317


3,278
 149
   -6
3,421


1,870
  64
   -3
1,931


 535
   8
  -5
 538


 579
  12
 -14
 577


 199
   4
   0
 203


 158
   4
   0
 162


  17
   0
   0
  17


  24
   0
   0
 $24
Dec. 31, 2009




                $1,622
                  -24
                  261
                   -12
                 1,883
                   -36


                  437
                   -11
                     4
                    0
                  441
                   -11


                  392
                   -6
                  100
                   -5
                  492
                   -11


                  304
                   -3
                   69
                                    -3
                                   373
                                     -6


                                   355
                                     -3
                                      2
                                     0
                                   357
                                     -3


                                   134
                                    -1
                                    86
                                    -4
                                   220
                                     -5


                                   169
                                    -13
                                      1
                                    -1
                                   170
                                  ($14)




3 Months Ended
                 Jun. 30, 2009
                                   ($5)
                                      0
                                     -5
                                    -19
                                     27
                                    $3




                 Dec. 31, 2009

                                 $9,800
                                 24,151



                                     1



                                  9,135
10,439



  0.43



 1,042


 1,024


    0


   18


    0


    0


  262


  665
13,280



  0.55



12,612


  543


 6,317


 3,293


 1,931


  528


    3


    0
  432



  0.02



  120
                                     0


                                     0


                                   110


                                     0


                                    10


                                   312


                                 13,774


                                  1,567


                                  6,317


                                  3,421


                                  1,931


                                   538


                                  $577




3 Months Ended
                 Jun. 30, 2009


                                     0

                                    $0




3 Months Ended

                 Jun. 30, 2009
                                  $361
                                     7
                                     6
                                    -5
                                   369


                                    60
                                     0
                                     0
                                     0
                                    60


                                   301
                                     7
                                     6
                                    -5
                                  $309




                Dec. 31, 2009



                                $13,774
                                   577
                                   199
                                  2,114
                                     0


                                 11,173
                                     0



                                 13,774
                                   577
                                   203
                                  2,114
                                     0


                                 11,043
                                    $0




Jun. 30, 2010




      [1]

      [1]
3 Months Ended
                     Jun. 30, 2009


                                     $0


                                     $30




 Jun. 30, 2010


       [1],[2]

       [3]




       [1],[2]

       [3]




       [1],[2]

       [3]




       [1],[2]

       [3]




       [1],[2]

       [3]



       [4]

       [1],[2],[4]

       [3],[4]



       [4]

       [1],[2],[4]

       [3],[4]



       [4]

       [1],[2],[4]

       [3],[4]



       [4]

       [1],[2],[4]

       [3],[4]
[4]

[1],[2],[4]

[3],[4]



[4]

[1],[2],[4]

[3],[4]



[4]

[1],[2],[4]

[3],[4]



[4]

[1],[2],[4]

[3],[4]




[1],[2]

[3]



[4]

[1],[2],[4]

[3],[4]



[4]

[1],[2],[4]

[3],[4]




[1],[2]

[3]



[5]

[1],[2],[5]

[3],[5]




[1],[2]

[3]




[1],[2]

[3]




[1],[2]

[3]
               [1],[2]

               [3]




ompany beginning on November 15, 2010, and on each November 15 thereafter until 2022 (except 2014), for a specified price.




                                                                     Feb. 05, 2010



                                                                                                                             775,000,000




                                                                   6 Months Ended

                                                                     Jun. 30, 2010


                                                                                                                                    $33


                                                                                                                                   ($33)
3 Months Ended
                    Jun. 30, 2009
                                      0.34




                   6 Months Ended
                    Jun. 30, 2010
                                       85
                                       39
                                      $32
                                    $1,241
                                     $0.16
       6/7/2010
       6/21/2010


                                     $0.03
       4/6/2010
       4/20/2010


                                     $0.13




3 Months Ended

                    Jun. 30, 2009


                                      $85
                                       58



                                       16




                                      $10
                                        8




                                      $28
                                      $45
3 Months Ended
                 Jun. 30, 2009
                                 0.021
                                 0.022




                                 0.463



                                 0.001
                                  0.05
                   4.4




Dec. 31, 2009

                $1,954
                 2,383
                 9,362
                 6,283
                 3,137
                 2,325
                 1,942


                  509
                 2,383
                 1,182
                   40
                 1,145
                  482
                  $43




Dec. 31, 2009

                $9,800
                24,151
                 1,942


                  269
2,383
  43
  43


 269
 627
   0
   0


 358



 358


   0


   0



   0



   0


   0


   0
1,756
   0
   0


1,754


 298


   9


 955


 343



 149


   2


   0
   0
  43
  43
                                     0


                                     0


                                     0


                                     0


                                     0


                                     0


                                     0


                                  2,112


                                   656


                                     9


                                   955


                                   343


                                   149


                                     2


                                 13,774


                                  1,567


                                  6,317


                                  3,421


                                  1,931


                                   538


                                  $577




3 Months Ended
                 Jun. 30, 2009
                                  $859
                                     81

                                      -2
                                       9
                                   $947




3 Months Ended
                 Jun. 30, 2009
                                    $46
                                     $1




3 Months Ended
                 Jun. 30, 2009


                                 $19,746
                                   1,307
                                    449
                                  21,502
                                      0
                                    153
                                  21,655
                                   1,440
                                    -139
                                   1,301



                                  19,167
                                    980
                                      0
                                  20,147
                                      0
                                    135
                                  20,282
                                   1,073
                                      0
                                   1,073



                                    579
                                     69
                                      0
                                    648
                                    691
                                     17
                                   1,356
                   142
                     0
                   142



                     0
                   248
                     8
                   256
                   165
                     0
                   421
                    59
                     0
                    59



                     0
                    10
                   441
                   451
                 3,104
                     1
                 3,556
                   166
                     0
                   166



                     0
                     0
                     0
                     0
                 -3,960
                      0
                 -3,960
                      0
                  -139
                 ($139)




Jan. 14, 2009
AMA Litigation

                  $350
                          6 Months Ended
Jun. 30, 2010


                $42,253
                  2,777
                  1,105
                   322
                 46,457


                 34,391
                  6,635
                  1,017
                   497
                 42,540
                  3,917
                   -244
                  3,673
                 -1,359
                 $2,314
                  $2.04
                  $2.02
                  1,136
                    10
                      1,146
                        98
                      $0.16




Retained Earnings


                    $20,782
                      1,843




                     -1,149


                        -36


                     21,440


                     23,342
                      2,314




                     -1,017


                       -174


                    $24,465




                              6 Months Ended
  Jun. 30, 2010
                       $82
                       $19
                6 Months Ended
                 Jun. 30, 2010




    Amortized
      Cost




$
                $




                $




                $


ere Alt-A securities with fair values of $17 million and $19 million as of June 30, 2010 and December 31, 2009, respectively.




                                                                                                   AAA
                $
$




    Amortized
      Cost
$




$




    Amortized
      Cost
$




$




                Less Than 12 Months
      Fair
      Value




$


$




$
                 $


                 $


their amortized cost.
nvestments that have an amortized cost in excess of fair value. The unrealized losses on investments in state and municipal obligations and corporate obligations as of June
ve the intent to sell any of the securities in an unrealized loss position.
isition and were recorded at fair value. They represented less than 1% of the Company’s total mortgage-backed security holdings as of June 30, 2010.
nologies. Market conditions that affect the value of health care and related technology stocks will likewise impact the value of the Company’s equity portfolio. The equity secur




                                                                                                                                                           Three Months Ended
                                                                                                                                                                 June 30,
                                                                                                    2010
                 $




                 $




                                                                                                                                                                     6 Months E
                                                                                                                                                                       Jun. 30, 2


 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 identic
alyses on the prices received from the pricing service to determine whether the prices are reasonable estimates of fair value. Specifically, the Company compares the prices r

nt in its entirety. The Company’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideratio
ques the Company used to determine their fair values. See Note 10 of Notes to the Condensed Consolidated Financial Statements for further detail on AARP.



                                                                                          Quoted Prices
                                                                                             in Active
                                                                                             Markets
                                                                                             (Level 1)


                $




                $




                $



                $




                $
arkets are classified as Level 2.
r values of debt securities that do not trade on a regular basis in active markets are classified as Level 2.
mparable instruments and transactions in establishing the prices. The fair values of Level 3 investments in venture capital portfolios are estimated using market modeling app
es established at initial funding; and the assumption that the values of the Company’s venture capital investments can be inferred from these inputs. The Company’s remainin
 ssified as Level 2 estimates.




                                                                                                        Debt
                                                                                                      Securities


                 $




                 $



                 $




                 $




ring basis. These assets and liabilities are subject to fair value adjustments only in certain circumstances, such as when the Company records impairments.




                                                                                                                                             30-Jun-10
                                                                                                      Carrying
                                                                                                       Value


                 $




ements). The Company elected to measure the AARP assets under management, of which the investments are a part, at fair value, pursuant to the fair value option. See the


because of their short-term nature. These assets and liabilities are not listed in the table above.
                                                                                                 6 Months Ended
                                                                                                   Jun. 30, 2010




                                                                                                                                            30-Jun-10
                                                                                          CMS Subsidies (a)
                $




d Services (CMS) for costs incurred for these contract elements and, accordingly, there is no insurance risk to the Company. Amounts received for these subsidies are not ref

s to the Company or require the Company to remit funds to CMS subsequent to the end of the year. The Company records risk-share adjustments to premium revenue and o




                                                                                                                                        6 Months Ended
                                                                                                                                         Jun. 30, 2010
                                                                                                 Par
                                                                                                Value
                 $




                 $




re no amounts outstanding under this facility as of June 30, 2010. The interest rate is variable based on term and amount and is calculated based on the London Interbank O



ercial paper, debt and shareholders’ equity, below 50%. The Company was in compliance with its debt covenants as of June 30, 2010.


and liabilities on its balance sheet.
s cash equivalent and investment balances. The floating rates are benchmarked to LIBOR. The swaps are designated as fair value hedges of fixed-rate debt. Since the speci




                                                                                             Notional
                                                                                             Amount
                                                                                           (in millions)
               $




                          Income Statement
                             Location of
                            Derivative Gain



                            Interest expense



                            Interest expense
                                                                                                    6 Months Ended
                                                                                                     Jun. 30, 2010


ock appreciation rights (SARs), and up to 12.5 million of awards in restricted stock and restricted stock units (collectively, restricted shares). The Company’s outstanding shar




                                   Shares
                              (in thousands)
                                                   124,146
                                                      9,119
                                                     (4,055
                                                     (3,930


                                                   125,280


                                                    94,608
                                                   120,818
ny’s employee stock option and SAR grants, the Company uses a binomial model. The principal assumptions the Company used in applying the option-pricing models were a



                                                                                                                             Three Months Ended June 30,
                                    2010
                                                        1.9
                                                       46.2
                                                        1.7
                                                          5
                                                        4.6
he Company’s common stock. The Company uses historical data to estimate option and SAR exercises and forfeitures within the valuation model. The expected lives of optio
r value of stock options and SARs granted during both the three and six months ended June 30, 2009 was approximately $10 per share. The total intrinsic value of stock optio




zed in the table below:




                                  Shares
                                                    10,620
                                                      4,147
                                                     (2,645
                                                       (261


                                                    11,861




of restricted shares granted during the three and six months ended June 30, 2009 was approximately $28 per share and $29 per share, respectively. The total fair value of re


mployee’s eligible retirement date under the award agreement, if earlier. For the three and six months ended June 30, 2010, the Company recognized compensation expense
onsolidated Statements of Operations. As of June 30, 2010, there was $567 million of total unrecognized compensation cost related to share awards that is expected to be re

structure, cost of capital and return to shareholders, as well as to offset the dilutive impact of shares issued for share-based award exercises.




                                                                                                    6 Months Ended
                                                                                                      Jun. 30, 2010


 and services under the Program include supplemental Medicare benefits (AARP Medicare Supplement Insurance), hospital indemnity insurance, including insurance for indiv
 erings.

e Supplement Insurance business are directly recorded as an increase or decrease to the RSF. The primary components of the underwriting results are premium revenue, me
eriods of the contract. To date, the Company has not been required to fund any underwriting deficits. The RSF balance is reported in other policy liabilities in the Condensed C

 ondensed Consolidated Statements of Cash Flows.
ese assets are invested at the Company’s discretion, within investment guidelines approved by the Program, and are used to pay costs associated with the Program. The Co




                                                                                                  June 30,
                                                                                                    2010
                 $




hy as discussed in Note 3 of Notes to the Condensed Consolidated Financial Statements and were as follows:



                                                                                               Quoted Prices
                                                                                                  in Active
                                                                                                  Markets
                                                                                                  (Level 1)
$




$


$


$



$




$


$


$




    6 Months Ended
     Jun. 30, 2010




                     Three Months Ended
                           June 30,
                                                                                                2010
                $




                $




                                                                                                                                                    6 Months Ended
                                                                                                                                                      Jun. 30, 2010




mHealth, and consulting and other services sold to Health Benefits by Ingenix. These transactions are recorded at management’s estimate of fair value. Intersegment transac
    Health
    Benefits




$




$


$



$




$




$


$



$




$
$


$



$




$




$


$



$
 , goodwill, other intangible assets, investments, income taxes and contingent liabilities. These estimates require the application of complex assumptions and judgments, often




2010-06). This update amends the fair value guidance of the FASB Accounting Standards Codification (ASC) to require additional disclosures regarding (i) transfers in and ou
ment inputs and valuation techniques. The new disclosures and clarifications of existing disclosures are effective for the Company’s fiscal year 2010, except for the disclosure
s effective in 2010, have been included in Note 3 of Notes to the Condensed Consolidated Financial Statements.


le evidence of fair value in separately accounting for deliverables and provides entities with a hierarchy of evidence that must be considered when allocating arrangement con
materially modified in the Company’s fiscal year 2011 and must be applied prospectively. The Company is currently evaluating the impact of the provisions of ASU 2009-13.




 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 identic
counted cash flow analyses, incorporating inputs that are currently observable in the markets for similar securities. Inputs that are often used in the valuation methodologies in
d from the pricing service to determine whether the prices are reasonable estimates of fair value. Specifically, the Company compares the prices received from the pricing ser
 of the reported prices. Based on the Company’s internal price verification procedures and review of fair value methodology documentation provided by independent pricing s


nt in its entirety. The Company’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideratio
and services under the Program include supplemental Medicare benefits (AARP Medicare Supplement Insurance), hospital indemnity insurance, including insurance for indiv

erings.

e Supplement Insurance business are directly recorded as an increase or decrease to the RSF. The primary components of the underwriting results are premium revenue, me
 t of the AARP policyholders, unless cumulative net losses were to exceed the balance in the RSF. To the extent underwriting losses exceed the balance in the RSF, losses w
s in the Condensed Consolidated Balance Sheets and changes in the RSF are reported in medical costs in the Condensed Consolidated Statement of Operations. The Comp

ondensed Consolidated Statements of Cash Flows.

 ese assets are invested at the Company’s discretion, within investment guidelines approved by the Program, and are used to pay costs associated with the Program. The Co
ansfer. Interest earnings and realized investment gains and losses on these assets accrue to the overall benefit of the AARP policyholders through the RSF and, thus, are not




                                                                                                                                                         6 Months Ended
                                                                                                                                                          Jun. 30, 2010




                                                                                              Amortized
                                                                                                 Cost




                $
$




$




$




      AAA
$




$




    Amortized
      Cost
$
$




    Amortized
      Cost
$




$




                Less Than 12 Months
      Fair
      Value




$


$




$




$


$




                             Three Months Ended
                                   June 30,
      2010
$
                $




                                                                                                                                                            6 Months E
                                                                                                                                                             Jun. 30, 2
ques the Company used to determine their fair values. See Note 10 of Notes to the Condensed Consolidated Financial Statements for further detail on AARP.



                                                                                          Quoted Prices
                                                                                             in Active
                                                                                             Markets
                                                                                             (Level 1)


                $




                $




                $



                $
$




      Debt
    Securities


$




$



$




$




                        30-Jun-10
    Carrying
     Value


$




      6 Months Ended
        Jun. 30, 2010
                           30-Jun-10
    CMS Subsidies (a)
$




                        6 Months Ended
                         Jun. 30, 2010




          Par
         Value
$




$
                                                                                           Notional
                                                                                           Amount
                                                                                         (in millions)
               $




                          Income Statement
                            Location of
                           Derivative Gain



                           Interest expense



                           Interest expense




                                                                                            6 Months Ended
                                                                                              Jun. 30, 2010




                                 Shares
                            (in thousands)
                                               124,146
                                                  9,119
                                                 (4,055
                                                 (3,930


                                               125,280


                                                94,608
                                               120,818
ny’s employee stock option and SAR grants, the Company uses a binomial model. The principal assumptions the Company used in applying the option-pricing models were a



                                                                                                                    Three Months Ended June 30,
                                 2010
                                                    1.9
                                                   46.2
                                                     1.7
                                                       5
                                                     4.6
zed in the table below:




                                Shares
                                                 10,620
                                                  4,147
                                                 (2,645
                                                   (261


                                                 11,861




                                                                                              6 Months Ended
                                                                                               Jun. 30, 2010




                                                                                            June 30,
                                                                                              2010
                 $




hy as discussed in Note 3 of Notes to the Condensed Consolidated Financial Statements and were as follows:



                                                                                         Quoted Prices
                                                                                            in Active
                                                                                            Markets
                                                                                            (Level 1)


                 $
$


$


$



$




$


$


$




           6 Months Ended
            Jun. 30, 2010




                            Three Months Ended
                                  June 30,
    2010
$




$
               6 Months Ended
                Jun. 30, 2010




    Health
    Benefits




$




$


$



$




$




$


$



$




$
$


$



$




$




$


$



$
                       6 Months Ended
Jun. 30, 2010
                ($5)
                   0
                 -5
                 -3
                 62
                $54
                       6 Months Ended
Jun. 30, 2010
                  $0
                   0

                  $0




                       6 Months Ended

Jun. 30, 2010
                $432
                -156
                   6
                  11
                293


                120
                 -14
                   0
    1
  107


  312
  -142
     6
   10
 $186




         Dec. 31, 2009

$1,838
 3,137


  271
    0


    0
 $268
                          6 Months Ended
Jun. 30, 2010


                  $580




                           Dec. 31, 2009

                $11,340
                 11,173
                 11,043


                     0
                     0
                     0


                   500
                   500
                   499


                   250
                   257
                   259


                   250
                   250
                   251


                   750
                   781
                   777


                   450
                   480
                   481


                   550
                   549
                   575


                   450
                   464
                   472
 250
 268
 256


 500
 540
 518


 500
 544
 513


 750
 847
 772


  95
  95
  98


 500
 587
 523


 250
 285
 258


1,100
1,099
1,136


1,095
 558
 611


 850
 844
 762


 500
 495
 493


 650
 645
 651


1,100
 1,085
$1,138
                       6 Months Ended
Jun. 30, 2010
                0.37




Feb. 09, 2010
                120




                       6 Months Ended

Jun. 30, 2010
                $33
                $167
                152
                567
                 1.4
                  44


                56.5
                  10
                $13
                  62


                   4


                   6


                12.5
                $33
                $85
                   2


                   5




                        6 Months Ended
Jun. 30, 2010
                0.019
                0.021


                0.458
                0.462


                0.001
                0.017


                 0.05
                  4.6
                  5.1
                         6 Months Ended
Jun. 30, 2010
                $2,314
                   148

                    -35
                    -13
                 $2,414




                          6 Months Ended
Jun. 30, 2010
                   $82
                   $19




                          6 Months Ended
Jun. 30, 2010


                $42,253
                  2,777
                  1,105
                 46,135
                     0
                   322
                 46,457
                  3,917
                   -244
                  3,673



                 41,004
                  1,987
                     0
                 42,991
                     0
                   284
                 43,275
                  3,226
                     0
                  3,226



                  1,249
                   155
                     0
                  1,404
                  1,432
                    35
                  2,871
  312
    0
  312



    0
  604
   25
  629
  405
    0
1,034
  113
    0
  113



    0
   31
1,080
1,111
7,196
    3
8,310
  266
    0
  266



    0
    0
    0
    0
-9,033
     0
-9,033
     0
 -244
($244)
6 Months Ended
                 Jun. 30, 2009


                                 $39,857
                                   2,603
                                    888
                                    311
                                  43,659


                                  33,077
                                   6,165
                                    826
                                    483
                                  40,551
                                   3,108
                                    -270
                                   2,838
                                    -995
                                  $1,843
                                   $1.56
                                   $1.54
                                   1,184
                                     11
                                                  1,195
                                                   117
                                                  $0.03




  Accumulated Other Comprehensive Income (Loss)



                                                  ($52)


                                                   147

                                                     -4
                                                      3




                                                    94


                                                   253


                                                   148

                                                    -35
                                                    -13




                                                  $353




6 Months Ended
                  Jun. 30, 2009
                                                   $84
                                                    $2
            6 Months Ended
             Jun. 30, 2010




Amortized
  Cost




                             1,767
                                                                                    5,927
                                                                                    3,834
                                                                                    1,805
                                                                                      500


                                                                                   13,833


                                                                                     451


                                                                                     170
                                                                                      16
                                                                                      20


                                                                                     206


                                                                                   14,490




                                                                                    1,566
                                                                                    6,080
                                                                                    3,278
                                                                                    1,870
                                                                                      535


                                                                                   13,329



                                                                                     579


                                                                                     158
                                                                                      17
                                                                                      24


                                                                                     199


                                                                                   14,107


million and $19 million as of June 30, 2010 and December 31, 2009, respectively.




                                                       AAA
                                                                                      76
                                                                                     136
                                                                                     140
                                                                                      126
                                                                                    1,882
                                   2,360




Amortized
  Cost
                                   1,273
                                   4,754
                                   3,251
                                   2,250
                                   1,805
                                     500


                                  13,833




Amortized
  Cost
                                     76
                                     93
                                     27
                                     10


                                    206




            Less Than 12 Months
  Fair
  Value




                                    153
                                    217


                                    370


                                    174




                                    437
                                    392
                                    304
                                                                                                                                                    355
                                                                                                                                                    134


                                                                                                                                                  1,622


                                                                                                                                                    169




excess of fair value. The unrealized losses on investments in state and municipal obligations and corporate obligations as of June 30, 2010 were primarily caused by interest
an unrealized loss position.
y represented less than 1% of the Company’s total mortgage-backed security holdings as of June 30, 2010.
alue of health care and related technology stocks will likewise impact the value of the Company’s equity portfolio. The equity securities and venture capital funds were evalua




                                                                                                                    Three Months Ended
                                                                                                                          June 30,
                                                          2010
                                                                                                                                                      (4
                                                                                                                                                       0


                                                                                                                                                      (4
                                                                                                                                                      (2
                                                                                                                                                      22


                                                                                                                                                      16




                                                                                                                               6 Months Ended
                                                                                                                                 Jun. 30, 2010


 the determination of fair value. The pricing service normally derives the security prices through recently reported trades for identical or similar securities, making adjustments
ng service to determine whether the prices are reasonable estimates of fair value. Specifically, the Company compares the prices received from the pricing service to prices r

nt of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.




                 Quoted prices for similar assets/liabilities in active markets;


                 Quoted prices for identical or similar assets in non-active markets (e.g., few transactions, limited information, non-current
                 prices, high variability over time);

                 Inputs other than quoted prices that are observable for the asset/liability (e.g., interest rates, yield curves, volatilities, default
                 rates); and
               Inputs that are derived principally from or corroborated by other observable market data.



air values. See Note 10 of Notes to the Condensed Consolidated Financial Statements for further detail on AARP.



                                                Quoted Prices
                                                   in Active
                                                    Markets
                                                    (Level 1)


                                                                                                                   9,545


                                                                                                                   1,201
                                                                                                                      0
                                                                                                                     19
                                                                                                                      0
                                                                                                                      0


                                                                                                                   1,220
                                                                                                                     267


                                                                                                                  11,032


                                                                                                                      0


                                                                                                                  11,032


                                                                                                                     44


                                                                                                                      0



                                                                                                                   9,135


                                                                                                                   1,024
                                                                                                                      0
                                                                                                                     18
                                                                                                                      0
                                                                                                                      0


                                                                                                                   1,042
                                                                                                                     262


                                                                                                                  10,439


                                                                                                                     43
 on a regular basis in active markets are classified as Level 2.
establishing the prices. The fair values of Level 3 investments in venture capital portfolios are estimated using market modeling approaches that rely heavily on management a
sumption that the values of the Company’s venture capital investments can be inferred from these inputs. The Company’s remaining Level 3 equity securities holdings of $31




                                                                                                                                                                          Th
                                                              Debt
                                                            Securities


                                                                                                                                          114
                                                                                                                                           (9
                                                                                                                                            0
                                                                                                                                            2


                                                                                                                                          107



                                                                                                                                           60
                                                                                                                                            0
                                                                                                                                            0
                                                                                                                                            0


                                                                                                                                           60




subject to fair value adjustments only in certain circumstances, such as when the Company records impairments.




                                                                                                  30-Jun-10
                                                            Carrying
                                                             Value


                                                                                                                                      14,448
                                                                                                                                          455
                                                                                                                                          206
                                                                                                                                        2,386
                                                                                                                                           35



                                                                                                                                      10,712
                                                                                                                                            2



e the AARP assets under management, of which the investments are a part, at fair value, pursuant to the fair value option. See the preceding discussion regarding the metho


 ssets and liabilities are not listed in the table above.
                                                     6 Months Ended
                                                       Jun. 30, 2010




                                                                                                30-Jun-10
                                              CMS Subsidies (a)
                                                                                                                                          0
                                                                                                                                       671



e contract elements and, accordingly, there is no insurance risk to the Company. Amounts received for these subsidies are not reflected as premium revenues, but rather are

o remit funds to CMS subsequent to the end of the year. The Company records risk-share adjustments to premium revenue and other policy liabilities or other current receiva




                                                                                           6 Months Ended
                                                                                             Jun. 30, 2010
                                                                                                                                                           30-Jun-10
                                                      Par
                                                     Value
                                                                                                                                       880
                                                                                                                                         0
                                                                                                                                       250
                                                                                                                                       250
                                                                                                                                       705
                                                                                                                                       352
                                                                                                                                       534
                                                                                                                                       409
                                                                                                                                       172
                                                                                                                                       389
                                                                                                                                       416
                                                                                                                                       601
                                                                                                                                        95
                                                                                                                                       441
                                                                                                                                       156
                                                                                                                                     1,100
                                                                                                                                     1,095
                                                                                                                                       850
                                                                                                                                       500
                                                                                                                                       650
                                                                                                                                     1,100


                                                                                                                                    10,945




ty as of June 30, 2010. The interest rate is variable based on term and amount and is calculated based on the London Interbank Offered Rate (LIBOR) plus a spread. As of Ju



 below 50%. The Company was in compliance with its debt covenants as of June 30, 2010.
s. The floating rates are benchmarked to LIBOR. The swaps are designated as fair value hedges of fixed-rate debt. Since the specific terms and notional amounts of the swap




                                                    Notional
                                                    Amount
                                                  (in millions)
                                                                                                                                      3,578
                                                       6 Months Ended
                                                         Jun. 30, 2010


2.5 million of awards in restricted stock and restricted stock units (collectively, restricted shares). The Company’s outstanding share-based awards consist mainly of non-qual




                )
                )




s, the Company uses a binomial model. The principal assumptions the Company used in applying the option-pricing models were as follows:



                                                                                Three Months Ended June 30,


                %
                %
                %
                %


ny uses historical data to estimate option and SAR exercises and forfeitures within the valuation model. The expected lives of options and SARs granted represents the perio
during both the three and six months ended June 30, 2009 was approximately $10 per share. The total intrinsic value of stock options and SARs exercised during the three a
                )
                )




e and six months ended June 30, 2009 was approximately $28 per share and $29 per share, respectively. The total fair value of restricted shares vested during the three and


 award agreement, if earlier. For the three and six months ended June 30, 2010, the Company recognized compensation expense related to its share-based compensation p
of June 30, 2010, there was $567 million of total unrecognized compensation cost related to share awards that is expected to be recognized over a weighted-average period o

eholders, as well as to offset the dilutive impact of shares issued for share-based award exercises.




                                                       6 Months Ended
                                                         Jun. 30, 2010


upplemental Medicare benefits (AARP Medicare Supplement Insurance), hospital indemnity insurance, including insurance for individuals between 50 to 64 years of age, and


 tly recorded as an increase or decrease to the RSF. The primary components of the underwriting results are premium revenue, medical costs, investment income, administra
 y has not been required to fund any underwriting deficits. The RSF balance is reported in other policy liabilities in the Condensed Consolidated Balance Sheets and changes

sh Flows.
discretion, within investment guidelines approved by the Program, and are used to pay costs associated with the Program. The Company does not guarantee any rates of inv




                                                      June 30,
                                                        2010
                                                                                                                                        530
                                                                                                                                      2,441
                                                                                                                                      1,223
                                                                                                                                          16
                                                                                                                                      1,163
                                                                                                                                        497
                                                                                                                                          72


Condensed Consolidated Financial Statements and were as follows:



                                                  Quoted Prices
                                                     in Active
                                                      Markets
                                                      (Level 1)
                                      55


                                      500
                                       0
                                       0
                                       0
                                       0


                                      500


                                       0


                                      555


                                       0


                                       0



                                      269


                                      358
                                       0
                                       0
                                       0
                                       0


                                      358


                                       0


                                      627


                                       0


                                       0




6 Months Ended
 Jun. 30, 2010




                 Three Months Ended
                       June 30,
                                                      2010
                                                                                                                                        1,123

                                                                                                                                          121

                                                                                                                                           (11
                                                                                                                                            (9


                                                                                                                                        1,224




                                                                                                           6 Months Ended
                                                                                                             Jun. 30, 2010




               Health Benefits, which includes UnitedHealthcare, Ovations and AmeriChoice;


               OptumHealth;


               Ingenix; and


               Prescription Solutions.



               Health Benefits includes the combined results of operations of UnitedHealthcare, Ovations and AmeriChoice because they
               have similar economic characteristics, products and services, types of customers, distribution methods and operational
               processes and operate in a similar regulatory environment. These businesses also share significant common assets,
               including a contracted network of physicians, health care professionals, hospitals and other facilities, information technology
               infrastructure and other resources. UnitedHealthcare offers a comprehensive array of consumer-oriented health benefit plans
               and services for large national employers, public sector employers, mid-sized employers, small businesses, students and
               individuals nationwide. Ovations provides health and well-being services to individuals age 50 and older, addressing their
               unique needs for preventive and acute health care services as well as services dealing with chronic disease and other
               specialized issues for older individuals. AmeriChoice provides network-based health and well-being services to beneficiaries
               of State Medicaid and Children’s Health Insurance Programs (CHIP) and other government-sponsored health care programs.




               OptumHealth provides behavioral benefit solutions, clinical care management, financial services and specialty benefit
               products such as dental and vision. OptumHealth helps consumers navigate the heath care system, finance their health care
               needs and better achieve their health and well-being goals.


               Ingenix offers database and data management services, software products, publications, consulting services, outsourced
               services and pharmaceutical consulting and research services in conjunction with the development of pharmaceutical
               products on a national and an international basis.


               Prescription Solutions offers a comprehensive suite of integrated pharmacy benefit management services, including retail
               network pharmacy management, mail order pharmacy services, specialty pharmacy services, benefit design consultation,
               drug utilization review, formulary management programs, disease management and compliance and therapy management
               programs.
sold to Health Benefits by Ingenix. These transactions are recorded at management’s estimate of fair value. Intersegment transactions are eliminated in consolidation.
Health
Benefits




           20,498
            1,009
                0


           21,507


               0
             131


           21,638


            1,544
                0


            1,544




           19,167
             980
               0


           20,147


               0
             135


           20,282


            1,073
                0


            1,073




           41,004
            1,987
                0


           42,991


               0
             284
43,275


 3,226
     0


 3,226




38,707
 1,973
     0


40,680


    0
  274


40,954


 2,394
     0


 2,394
ents, income taxes and contingent liabilities. These estimates require the application of complex assumptions and judgments, often because




 e guidance of the FASB Accounting Standards Codification (ASC) to require additional disclosures regarding (i) transfers in and out of Level
new disclosures and clarifications of existing disclosures are effective for the Company’s fiscal year 2010, except for the disclosures about
Note 3 of Notes to the Condensed Consolidated Financial Statements.


unting for deliverables and provides entities with a hierarchy of evidence that must be considered when allocating arrangement consideration.
year 2011 and must be applied prospectively. The Company is currently evaluating the impact of the provisions of ASU 2009-13.




  the determination of fair value. The pricing service normally derives the security prices through recently reported trades for identical or
 nputs that are currently observable in the markets for similar securities. Inputs that are often used in the valuation methodologies include, but
 ther the prices are reasonable estimates of fair value. Specifically, the Company compares the prices received from the pricing service to
pany’s internal price verification procedures and review of fair value methodology documentation provided by independent pricing services,


 nt of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs
                Quoted prices for similar assets/liabilities in active markets;


                Quoted prices for identical or similar assets in non-active markets (e.g., few transactions, limited information, non-current
                prices, high variability over time);

                Inputs other than quoted prices that are observable for the asset/liability (e.g., interest rates, yield curves, volatilities, default
                rates); and

                Inputs that are derived principally from or corroborated by other observable market data.




upplemental Medicare benefits (AARP Medicare Supplement Insurance), hospital indemnity insurance, including insurance for individuals




 tly recorded as an increase or decrease to the RSF. The primary components of the underwriting results are premium revenue, medical
ative net losses were to exceed the balance in the RSF. To the extent underwriting losses exceed the balance in the RSF, losses would be
Sheets and changes in the RSF are reported in medical costs in the Condensed Consolidated Statement of Operations. The Company

sh Flows.

discretion, within investment guidelines approved by the Program, and are used to pay costs associated with the Program. The Company
ment gains and losses on these assets accrue to the overall benefit of the AARP policyholders through the RSF and, thus, are not included




                                                                                                                     6 Months Ended
                                                                                                                       Jun. 30, 2010




                                                      Amortized
                                                         Cost




                                                                                                                                                 1,767
                                                                                                                                                 5,927
                                                                                                                                                 3,834
                                                                                                                                                 1,805
                                                                                                                                                   500


                                                                                                                                                13,833


                                                                                                                                                   451


                                                                                                                                                   170
                                                                                                                                                     16
                                                                                                                                                     20
              206


            14,490




             1,566
             6,080
             3,278
             1,870
               535


            13,329



              579


              158
               17
               24


              199


            14,107




  AAA
               76
              136
              140
               126
             1,882


             2,360




Amortized
  Cost
             1,273
             4,754
             3,251
             2,250
             1,805
               500
                                              13,833




Amortized
  Cost
                                                 76
                                                 93
                                                 27
                                                 10


                                                206




            Less Than 12 Months
  Fair
  Value




                                                153
                                                217


                                                370


                                                174




                                                437
                                                392
                                                304
                                                355
                                                134


                                               1,622


                                                169




                         Three Months Ended
                               June 30,
  2010
                                                  (4
                                                   0
                                                                                                                                       (4
                                                                                                                                      (2
                                                                                                                                      22


                                                                                                                                      16




                                                                                                                  6 Months Ended
                                                                                                                   Jun. 30, 2010
air values. See Note 10 of Notes to the Condensed Consolidated Financial Statements for further detail on AARP.



                                                Quoted Prices
                                                   in Active
                                                   Markets
                                                   (Level 1)


                                                                                                                                    9,545


                                                                                                                                    1,201
                                                                                                                                       0
                                                                                                                                      19
                                                                                                                                       0
                                                                                                                                       0


                                                                                                                                    1,220
                                                                                                                                      267


                                                                                                                                   11,032


                                                                                                                                       0


                                                                                                                                   11,032


                                                                                                                                      44


                                                                                                                                       0



                                                                                                                                    9,135


                                                                                                                                    1,024
                                                                                                                                       0
                                                                                                                                      18
                                                                                                                                       0
                                                                                                                                       0


                                                                                                                                    1,042
                                  262


                                10,439


                                   43




                                         Th
  Debt
Securities


                                  114
                                    (9
                                    0
                                    2


                                  107



                                   60
                                    0
                                    0
                                    0


                                   60




                    30-Jun-10
Carrying
 Value


                                14,448
                                  455
                                  206
                                 2,386
                                   35



                                10,712
                                     2




  6 Months Ended
    Jun. 30, 2010
                       30-Jun-10
CMS Subsidies (a)
                                         0
                                       671




                    6 Months Ended
                     Jun. 30, 2010




                                              30-Jun-10
      Par
     Value
                                       880
                                         0
                                       250
                                       250
                                       705
                                       352
                                       534
                                       409
                                       172
                                       389
                                       416
                                       601
                                        95
                                       441
                                       156
                                      1,100
                                      1,095
                                       850
                                       500
                                        650
                                      1,100


                                     10,945
                                                   Notional
                                                   Amount
                                                 (in millions)
                                                                                                                                   3,578




                                                    6 Months Ended
                                                      Jun. 30, 2010




               )
               )




s, the Company uses a binomial model. The principal assumptions the Company used in applying the option-pricing models were as follows:



                                                                            Three Months Ended June 30,


               %
                %
                %
                %




                )
                )




                                                    6 Months Ended
                                                     Jun. 30, 2010




                                                  June 30,
                                                    2010
                                                                      530
                                                                     2,441
                                                                     1,223
                                                                       16
                                                                     1,163
                                                                      497
                                                                       72


Condensed Consolidated Financial Statements and were as follows:



                                               Quoted Prices
                                                  in Active
                                                  Markets
                                                  (Level 1)


                                                                       55


                                                                      500
                                                                        0
                                                                        0
                                                                        0
                                                                        0
                                              500


                                                0


                                              555


                                                0


                                                0



                                              269


                                              358
                                                0
                                                0
                                                0
                                                0


                                              358


                                                0


                                              627


                                                0


                                                0




       6 Months Ended
        Jun. 30, 2010




                        Three Months Ended
                              June 30,
2010
                                             1,123

                                              121

                                               (11
                                                (9


                                             1,224
           6 Months Ended
            Jun. 30, 2010




Health
Benefits




                            20,498
                             1,009
                                 0


                            21,507


                                0
                              131


                            21,638


                             1,544
                                 0


                             1,544




                            19,167
                              980
                                0


                            20,147


                                0
                              135


                            20,282


                             1,073
                                 0


                             1,073




                            41,004
                             1,987
                                 0
42,991


    0
  284


43,275


 3,226
     0


 3,226




38,707
 1,973
     0


40,680


    0
  274


40,954


 2,394
     0


 2,394
6 Months Ended
                 Jun. 30, 2009
                                 ($37)
                                     0
                                  -37
                                  -30
                                   73
                                   $6
6 Months Ended
                 Jun. 30, 2009


                                   0

                                  $0




6 Months Ended

                 Jun. 30, 2009
                                 $366
                                   3
                                   5
                                  -5
                                 369


                                  62
                                   -2
                                    0
                        0
                       60


                      304
                        5
                        5
                        -5
                      $309




      Dec. 31, 2009




[1]

[1]
          6 Months Ended
                           Jun. 30, 2009


                                           $200




           Dec. 31, 2009


[2]

[3]




[2]

[3]




[2]

[3]




[2]

[3]




[2]

[3]



[4]

[2],[4]

[3],[4]



[4]

[2],[4]

[3],[4]



[4]

[2],[4]

[3],[4]



[4]

[2],[4]

[3],[4]
[4]

[2],[4]

[3],[4]



[4]

[2],[4]

[3],[4]



[4]

[2],[4]

[3],[4]



[4]

[2],[4]

[3],[4]




[2]

[3]



[4]

[2],[4]

[3],[4]



[4]

[2],[4]

[3],[4]




[2]

[3]



[5]

[2],[5]

[3],[5]




[2]

[3]




[2]

[3]




[2]

[3]
[2]

[3]
6 Months Ended
                 Jun. 30, 2009
                                 0.351




6 Months Ended

                 Jun. 30, 2009


                                 $180
                                  121



                                   69




                                  $10
                                  215




                                  $29
                                  $54
6 Months Ended
                 Jun. 30, 2009
                                 0.017
                                 0.022


                                 0.413
                                 0.463




                                 0.001
                                  0.05
                                   4.4
                                   5.1
6 Months Ended
                 Jun. 30, 2009
                                 $1,843
                                    147

                                      -4
                                       3
                                  $1,989




6 Months Ended
                 Jun. 30, 2009
                                    $84
                                     $2




6 Months Ended
                 Jun. 30, 2009


                                 $39,857
                                   2,603
                                    888
                                  43,348
                                      0
                                    311
                                  43,659
                                   3,108
                                    -270
                                   2,838



                                  38,707
                                   1,973
                                      0
                                  40,680
                                      0
                                    274
                                  40,954
                                   2,394
                                      0
                                   2,394



                                   1,150
                                    139
                                      0
                                   1,289
                                   1,365
                                     34
                                   2,688
  300
    0
  300



    0
  469
   21
  490
  316
    0
  806
  108
    0
  108



    0
   22
  867
  889
6,203
    3
7,095
  306
    0
  306



    0
    0
    0
    0
-7,884
     0
-7,884
     0
 -270
($270)
Total


   $20,780
        1,843
         147

           -4
            3


         125


    -1,504
       191
          -36


    21,545
        1,147
    23,606
        2,314
         148

          -35
          -13


          46
          39
    -1,241
       178
         -174
        1,115
   $24,829
d




          Gross
        Unrealized
          Gains



    $                36
        269
        215
        77
        27


        624


        18


         6
         0
         0


         6


$       648




$       12
        248
        149
        64
         8


        481



        12


         4
         0
         0


         4


$       497




    A
$        1
         6
         1
         1
         0
$                     9




       Fair
      Value
$                 1,282
                  4,984
                  3,426
                  2,347
                  1,882
                    527


$                14,448




       Fair
      Value
$                   77
                    96
                    28
                    11


$                  212




      Gross
    Unrealized
     Losses



                     (2 )
                     (4 )


$                    (6 )


$                   (13 )




$                   (11 )
                     (6 )
                     (3 )
                                                                                                            (3 )
                                                                                                            (1 )


                                       $                                                                  (24 )


                                       $                                                                  (13 )




une 30, 2010 were primarily caused by interest rate increases and not by unfavorable changes in the credit ratings associated with these securities. The Company evaluates i



ecurities and venture capital funds were evaluated for severity and duration of unrealized loss, overall market volatility and other market factors.




nded


                                                                                                                     2009
                  )                                                                            $                                              (5
                                                                                                                                               0


                  )                                                                                                                           (5
                  )                                                                                                                          (19
                                                                                                                                              27


                                                                                               $                                               3




hs Ended
0, 2010


entical or similar securities, making adjustments through the reporting date based upon available observable market information. For securities not actively traded, the pricing
ces received from the pricing service to prices reported by its custodian, its investment consultant and third-party investment advisors. Additionally, the Company compares ch

ation of inputs specific to the asset or liability.
          Other
        Observable
          Inputs
         (Level 2)


    $                  438


                       602
                      6,192
                      3,926
                      1,882
                        519


                     13,121
                          2


                     13,561


                        35


    $                13,596


%                       55


    $                    2



    $                  665


                       543
                      6,317
                      3,293
                      1,931
                        528


                     12,612
                          3


    $                13,280


%                       55
 approaches that rely heavily on management assumptions and qualitative observations. These investments totaled $155 million as of June 30, 2010. The fair values of the C
aining Level 3 equity securities holdings of $31 million mainly consist of preferred stock for which there is no active market.




                                            Three Months Ended
                                                                                                              Equity
                                                                                                             Securities


                                                                                           $                                         324
                )                                                                                                                   (152
                                                                                                                                       6
                                                                                                                                       8


                                                                                           $                                         186



                                                                                           $                                         301
                                                                                                                                       7
                                                                                                                                       6
                                                                                                                                      (5


                                                                                           $                                         309




                                                                    Fair
                                                                   Value


                                  $                                                               14,448
                                                                                                     455
                                                                                                     212
                                                                                                    2,386
                                                                                                       35



                                                                                                  11,186
                                                                                                        2



 the preceding discussion regarding the methods and assumptions used to estimate the fair value of debt and equity securities.
                                                                 Risk-Share
                                   $                                                                      0
                                                                                                         128



t reflected as premium revenues, but rather are accounted for as deposits in other policy liabilities in the Condensed Consolidated Balance Sheets. As of December 31, 2009

nd other policy liabilities or other current receivables in the Condensed Consolidated Balance Sheets.
                                30-Jun-10
                                                                  Carrying
                                                                 Value (a,c)
                                   $                                                                   880
                                                                                                         0
                                                                                                       253
                                                                                                       250
                                                                                                       720
                                                                                                       375
                                                                                                       538
                                                                                                       425
                                                                                                       187
                                                                                                       426
                                                                                                       459
                                                                                                       673
                                                                                                        95
                                                                                                       513
                                                                                                       177
                                                                                                     1,099
                                                                                                       573
                                                                                                       844
                                                                                                       495
                                                                                                       645
                                                                                                     1,085


                                   $                                                                10,712




nk Offered Rate (LIBOR) plus a spread. As of June 30, 2010, the annual interest rate on this facility, had it been drawn, would have ranged from 0.5% to 1.0%.
pecific terms and notional amounts of the swaps match those of the debt being hedged, they were assumed to be highly effective hedges and all changes in fair value of the




                                                      Balance Sheet Location                                                              Fair Value
                                                                                                                                         (in millions)
                                  Other assets                                                            $
                                  Other liabilities




                                                Hedge Gain
                                               Recognized
                                                                                                                   Hedged Item
                                               (in millions)

                $                                                                      47                         Fixed rate debt



                $                                                                      33                         Fixed rate debt
share-based awards consist mainly of non-qualified stock options, SARs and restricted shares.




                                                                 Weighted-
                                                             Average Exercise
                                                                  Price


                                   $                                                                   39
                                                                                                       33
                                                                                                       18
                                                                                                       44


                                   $                                                                   39


                                   $                                                                   40
                                   $                                                                   39
ere as follows:




                                                            2009
                                                                                2.1% - 2.2 %
                                                                                      46.3 %
                                                                                       0.1 %
                                                                                         5%
                                                                                       4.4
options and SARs granted represents the period of time that the awards granted are expected to be outstanding based on historical exercise patterns.
options and SARs exercised during the three and six months ended June 30, 2010 was $9 million and $62 million, respectively. The total intrinsic value of stock options and S




                                                                 Weighted-
                                                              Average Grant
                                                              Date Fair Value
                                    $                                                                      32
                                                                                                           33
                                                                                                           32
                                                                                                           32


                                    $                                                                      32




of restricted shares vested during the three and six months ended June 30, 2010 was $41 million and $85 million, respectively. The total fair value of restricted shares vested


nse related to its share-based compensation plans of $67 million ($65 million net of tax effects) and $167 million ($152 million net of tax effects), respectively. For the three a
e recognized over a weighted-average period of 1.4 years. For the three and six months ended June 30, 2010, the income tax benefit realized from share-based award exerc




 ndividuals between 50 to 64 years of age, and other related products.


, medical costs, investment income, administrative expenses, member service expenses, marketing expenses and premium taxes. Underwriting gains and losses are recorde
ed Consolidated Balance Sheets and changes in the RSF are reported in medical costs in the Condensed Consolidated Statement of Operations. The Company believes the



e Company does not guarantee any rates of investment return on these investments and upon any transfer of the Program to another entity, the Company would transfer cash




                                                                 December 31,
                                                                     2009
                                    $                                                                     509
                                                                                                        2,383
                                                                                                        1,182
                                                                                                           40
                                                                                                        1,145
                                                                                                          482
                                                                                                           43




                                                                      Other
                                                                  Observable
                                                                     Inputs
                                                                    (Level 2)
       $      0


            318
              9
           1,071
            346
            140


           1,884


              2


       $   1,886


       $      0


       $      0



       $      0


            298
              9
            955
            343
            149


           1,754


              2


       $   1,756


       $      0


       $      0




nded
                                                 2009
                                             $          859

                                                        81

                )                                        (2
                )                                         9


                                             $          947




nsactions are eliminated in consolidation.
    OptumHealth



$                  627
                    81
                     0


                   708


                   729
                    17


$                 1,454


$                  161
                     0


$                  161




$                  579
                    69
                     0


                   648


                   691
                    17


$                 1,356


$                  142
                     0


$                  142




$                 1,249
                   155
                     0


                  1,404


                  1,432
                     35
$   2,871


$    312
       0


$    312




$   1,150
     139
       0


    1,289


    1,365
       34


$   2,688


$    300
       0


$    300
d




          Gross
        Unrealized
          Gains



    $                36
                     269
                     215
                     77
                     27


                     624


                     18


                      6
                      0
                      0
               6


$            648




$             12
             248
             149
              64
               8


             481



              12


               4
               0
               0


               4


$            497




     A
$              1
               6
               1
               1
               0


$              9




     Fair
    Value
$           1,282
            4,984
            3,426
            2,347
            1,882
              527
           $                    14,448




                  Fair
                 Value
           $                       77
                                   96
                                   28
                                   11


           $                      212




                 Gross
               Unrealized
                Losses



                                    (2 )
                                    (4 )


           $                        (6 )


           $                       (13 )




           $                       (11 )
                                    (6 )
                                    (3 )
                                    (3 )
                                    (1 )


           $                       (24 )


           $                       (13 )




nded


                                           2009
       )                    $                     (5
                                                   0
           )                        (5
           )                       (19
                                    27


               $                    3




hs Ended
0, 2010




                     Other
                   Observable
                     Inputs
                    (Level 2)


               $                  438


                                  602
                                 6,192
                                 3,926
                                 1,882
                                   519


                                13,121
                                     2


                                13,561


                                   35


               $                13,596


           %                       55


               $                    2



               $                  665


                                  543
                                 6,317
                                 3,293
                                 1,931
                                   528


                                12,612
                                                                   3


                                     $                         13,280


%                                                                 55




        Three Months Ended
                                                   Equity
                                                  Securities


                                     $                           324
)                                                                (152
                                                                   6
                                                                   8


                                     $                           186



                                     $                           301
                                                                   7
                                                                    6
                                                                   (5


                                     $                           309




                              Fair
                             Value


    $                                    14,448
                                           455
                                           212
                                          2,386
                                            35



                                         11,186
                                              2
            Risk-Share
  $                           0
                            128




30-Jun-10
             Carrying
            Value (a,c)
  $                         880
                              0
                            253
                            250
                            720
                            375
                            538
                            425
                            187
                            426
                            459
                            673
                             95
                            513
                            177
                           1,099
                            573
                            844
                            495
                             645
                           1,085


  $                       10,712
                                          Balance Sheet Location                                                Fair Value
                                                                                                                (in millions)
                      Other assets                                                        $
                      Other liabilities




                                    Hedge Gain
                                   Recognized
                                                                                              Hedged Item
                                   (in millions)


                  $                                                          47               Fixed rate debt



                  $                                                          33               Fixed rate debt




                                                      Weighted-
                                                   Average Exercise
                                                        Price


                      $                                                              39
                                                                                     33
                                                                                     18
                                                                                     44


                      $                                                              39


                      $                                                              40
                      $                                                              39
ere as follows:




                                                   2009
                                                                      2.1% - 2.2 %
                      46.3 %
                       0.1 %
                         5%
                       4.4




      Weighted-
    Average Grant
    Date Fair Value
$                                32
                                 33
                                 32
                                 32


$                                32




    December 31,
        2009
$                               509
                               2,383
                               1,182
                                 40
                               1,145
                                482
                                 43




        Other
     Observable
        Inputs
       (Level 2)


$                                 0


                                318
                                  9
                               1,071
                                346
                                140
                   1,884


                      2


           $       1,886


           $          0


           $          0



           $          0


                    298
                      9
                    955
                    343
                    149


                   1,754


                      2


           $       1,756


           $          0


           $          0




nded


                           2009
               $                  859

                                  81

       )                           (2
       )                            9


               $                  947
    OptumHealth



$                  627
                    81
                     0


                   708


                   729
                    17


$                 1,454


$                  161
                     0


$                  161




$                  579
                    69
                     0


                   648


                   691
                    17


$                 1,356


$                  142
                     0


$                  142




$                 1,249
                   155
                     0
    1,404


    1,432
       35


$   2,871


$    312
       0


$    312




$   1,150
     139
       0


    1,289


    1,365
       34


$   2,688


$    300
       0


$    300
      Gross              Fair
    Unrealized           Value
     Losses



$                0   $
           (4 )
           (5 )
            0
            0


           (9 )


          (14 )


            0
            0
            0


            0


$         (23 )                    $




$         (11 )                    $
          (11 )
           (6 )
           (3 )
           (5 )


          (36 )



          (14 )


            0
            0
            0


            0


$         (50 )                    $




                        Non-
                      Investment
    BBB                  Grade
$           9     $                    3
            0                          17
            0                          11
            0                          0
            0                          0
$               9            $                   31




                    12 Months or Greater
        Fair                                     Gross
        Value                                  Unrealized
                                                Losses



                        77
                        22


    $                   99                 $


    $                   11                 $




    $                    4                 $
                       100
                        69
                                                                                                               2
                                                                                                              86


                                                             $                                               261                               $


                                                             $                                                  1                              $




d with these securities. The Company evaluates impairment at each reporting period for securities where the fair value of the investment is less than its amortized cost. The C



her market factors.




                                                                                                                                               Six Months Ended
                                                                                                                                                    June 30,
                                                                                                                        2010
                )                                                                                       $                                 (5 )
                                                                                                                                           0


                )                                                                                                                         (5 )
                )                                                                                                                         (3 )
                                                                                                                                          62


                                                                                                        $                                 54




on. For securities not actively traded, the pricing service may use quoted market prices of comparable instruments or discounted cash flow analyses, incorporating inputs tha
advisors. Additionally, the Company compares changes in the reported market values and returns to relevant market indices to test the reasonableness of the reported prices
        Unobservable
           Inputs
          (Level 3)



    $                   0


                        0
                        0
                       99
                        0
                        8


                       107
                       186


                       293


                        0


    $                  293


%                       1%


    $                   0



    $                   0


                        0
                        0
                       110
                        0
                       10


                       120
                       312


    $                  432


%                       2%
llion as of June 30, 2010. The fair values of the Company’s various venture capital investments are computed using limited quantitative and qualitative observations of activity




                                                                                                                        Total


                                                                                                           $                             438
                )                                                                                                                        (161 )
                                                                                                                                            6
                                                                                                                                           10


                                                                                                           $                             293



                                                                                                           $                             361
                                                                                                                                             7
                                                                                                                                              6
                )                                                                                                                            (5 )


                                                                                                           $                             369




                                                                                 31-Dec-09
                                                       Carrying                                                                       Fair
                                                        Value                                                                        Value


                $                                                                                13,774           $                                   13,774
                                                                                                    577                                                  577
                                                                                                    199                                                  203
                                                                                                  2,114                                                2,114
                                                                                                       0                                                    0



                                                                                                 11,173                                               11,043
                                                                                                       0                                                    0



es.
                                                                               31-Dec-09
                                                 CMS Subsidies (a)                                                             Risk-Share
                $                                                                                 271           $                                          0
                                                                                                    0                                                 268



dated Balance Sheets. As of December 31, 2009, the amounts received for these subsidies were insufficient to cover the costs incurred for these contract
                                                                           31-De
                                   Fair                    Par
                                 Value (b)                Value
              $                                880    $               0
                                                 0                  500
                                               254                  250
                                               251                  250
                                               724                  750
                                               378                  450
                                               573                  550
                                               437                  450
                                               184                  250
                                               424                  500
                                               442                  500
                                               653                  750
                                               104                   95
                                               484                  500
                                               176                  250
                                              1,227                1,100
                                               642                 1,095
                                               854                  850
                                               540                  500
                                                714                  650
                                              1,245                1,100


              $                              11,186   $           11,340




have ranged from 0.5% to 1.0%.
ctive hedges and all changes in fair value of the swaps were recorded on the Condensed Consolidated Balance Sheets with no net impact recorded in the Condensed Conso




               Fair Value
              (in millions)
                                                      35
                                                       2




                                                                    Income Statement                                       Hedged
                                                                       Location of                                        Item Loss
                                                                    Hedged Item Loss                                     Recognized
                                                                                                                         (in millions)

                                                                     Interest expense                      $                                    -47



                                                                     Interest expense                      $                                    -33
                              Weighted-Average                                                                     Aggregate
                                 Remaining                                                                       Intrinsic Value
                               Contractual Life
                                  (in years)                                                                      (in millions)




                                                          5.5                                          $                                183


                                                          4.5                                          $                                180
                                                          5.3                                          $                                183




                                                                   Six Months Ended June 30,
                                    2010                                                                                   2009
                                                    1.9% - 2.1 %                                                                  1.7% - 2.2 %
                                                  45.8% - 46.2 %                                                              41.3% - 46.3 %
                                                    0.1% - 1.7 %                                                                         0.1 %
                                                              5%                                                                           5%
                                                      4.6 - 5.1                                                                    4.4 - 5.1
storical exercise patterns.
ly. The total intrinsic value of stock options and SARs exercised during the three and six months ended June 30, 2009 was $8 million and $215 million,
y. The total fair value of restricted shares vested during the three and six months ended June 30, 2009 was $45 million and $54 million, respectively.


n net of tax effects), respectively. For the three and six months ended June 30, 2009, the Company recognized compensation expense related to its share-
x benefit realized from share-based award exercises was $16 million and $44 million, respectively. For the three and six months ended June 30, 2009, the




 taxes. Underwriting gains and losses are recorded as an increase or decrease to the RSF and accrue to the overall benefit of the AARP policyholders,
ement of Operations. The Company believes the RSF balance as of June 30, 2010 is sufficient to cover potential future underwriting and other risks and



another entity, the Company would transfer cash in an amount equal to the fair value of these investments at the date of transfer. Interest earnings and




                                                     Unobservable                                                                  Total Fair
                                                         Inputs                                                                      Value
                                                        (Level 3)
$   0    $             55


    0                 818
    0                   9
    0               1,071
    0                 346
    0                 140


    0               2,384


    0                   2


$   0    $          2,441


$   72   $             72


$   72   $             72



$   0    $            269


    0                 656
    0                   9
    0                 955
    0                 343
    0                 149


    0               2,112


    0                   2


$   0    $          2,383


$   43   $             43


$   43   $             43




             Six Months Ended
                  June 30,
        2010
    $          2,314

                148

)                (35 )
                 (13 )


    $          2,414
                        Prescription
                         Solutions
    Ingenix



$              0    $                     0
              308                        15
               11                       566


              319                       581


              210                      3,632
                0                          1


$             529   $                  4,214


$             60    $                   136
               0                          0


$             60    $                   136




$              0    $                     0
              248                        10
                8                       441


              256                       451


              165                      3,104
                0                          1


$             421   $                  3,556


$             59    $                   166
               0                          0


$             59    $                   166




$              0    $                     0
              604                         31
               25                      1,080


              629                      1,111


              405                      7,196
                0                          3
$   1,034   $   8,310


$    113    $    266
       0           0


$    113    $    266




$      0    $      0
     469          22
      21         867


     490         889


     316        6,203
       0            3


$    806    $   7,095


$    108    $    306
       0           0


$    108    $    306
      Gross                  Fair
    Unrealized               Value
     Losses



$                  0     $
                  (4 )
                  (5 )
                   0
                   0


                  (9 )


                 (14 )


                   0
                   0
                   0
            0


$         (23 )                    $




$         (11 )                    $
          (11 )
           (6 )
           (3 )
           (5 )


          (36 )



          (14 )


            0
            0
            0


            0


$         (50 )                    $




                        Non-
                      Investment
    BBB                  Grade
$           9     $                    3
            0                          17
            0                          11
            0                          0
            0                          0


$           9     $                    31
                12 Months or Greater
        Fair                                       Gross
        Value                                    Unrealized
                                                  Losses



                    77
                    22


    $               99                    $


    $               11                    $




    $                4                    $
                    100
                    69
                     2
                    86


    $               261                   $


    $                1                    $




                                         Six Months Ended
                                              June 30,
                            2010
)               $                      (5 )
                                        0
)                      (5 )
)                      (3 )
                       62


    $                  54




        Unobservable
           Inputs
          (Level 3)



    $                   0


                        0
                        0
                       99
                        0
                        8


                       107
                       186


                       293


                        0


    $                  293


%                       1%


    $                   0



    $                   0


                        0
                        0
                       110
                        0
                       10


                       120
                                                       312


                                    $                  432


%                                                           2%




                                            Total

                                    $                  438
)                                                      (161 )
                                                          6
                                                         10


                                    $                  293



                                    $                  361
                                                            7
                                                             6
)                                                           (5 )


                                    $                  369




               31-Dec-09
    Carrying                                         Fair
     Value                                          Value


$                          13,774       $                          13,774
                             577                                     577
                             199                                     203
                            2,114                                   2,114
                               0                                       0



                           11,173                                  11,043
                                0                                       0
                        31-Dec-09
    CMS Subsidies (a)                            Risk-Share
$                                     271    $                    0
                                        0                       268




                                                                       31-De
          Fair                                      Par
        Value (b)                                  Value
$                                     880    $                    0
                                        0                       500
                                      254                       250
                                      251                       250
                                      724                       750
                                      378                       450
                                      573                       550
                                      437                       450
                                      184                       250
                                      424                       500
                                      442                       500
                                      653                       750
                                      104                        95
                                      484                       500
                                      176                       250
                                     1,227                     1,100
                                      642                      1,095
                                      854                       850
                                      540                       500
                                       714                       650
                                     1,245                     1,100


$                                   11,186   $                11,340
Fair Value
(in millions)
                                           35
                                            2




                                                          Income Statement                             Hedged
                                                             Location of                            Item Loss
                                                          Hedged Item Loss                         Recognized
                                                                                                   (in millions)


                                                           Interest expense        $                                  -47



                                                           Interest expense        $                                  -33




                Weighted-Average                                                       Aggregate
                   Remaining                                                       Intrinsic Value
                 Contractual Life
                    (in years)                                                         (in millions)




                                          5.5                                  $                             183


                                          4.5                                  $                             180
                                          5.3                                  $                             183




                                                   Six Months Ended June 30,
                      2010                                                                     2009
                                    1.9% - 2.1 %                                                       1.7% - 2.2 %
    45.8% - 46.2 %             41.3% - 46.3 %
      0.1% - 1.7 %                       0.1 %
                5%                         5%
        4.6 - 5.1                  4.4 - 5.1




        Unobservable             Total Fair
            Inputs                 Value
          (Level 3)



$                      0   $                       55


                       0                          818
                       0                            9
                       0                         1,071
                       0                          346
                       0                          140
    0                                  2,384


    0                                      2


$   0        $                         2,441


$   72       $                            72


$   72       $                            72



$   0        $                           269


    0                                    656
    0                                      9
    0                                    955
    0                                    343
    0                                    149


    0                                  2,112


    0                                      2


$   0        $                         2,383


$   43       $                            43


$   43       $                            43




                                Six Months Ended
                                     June 30,
                 2010
         $              2,314

                         148

)                         (35 )
                          (13 )


         $              2,414
                        Prescription
                         Solutions
    Ingenix



$              0    $                     0
              308                        15
               11                       566


              319                       581


              210                      3,632
                0                          1


$             529   $                  4,214


$             60    $                   136
               0                          0


$             60    $                   136




$              0    $                     0
              248                        10
                8                       441


              256                       451


              165                      3,104
                0                          1


$             421   $                  3,556


$             59    $                   166
               0                          0


$             59    $                   166




$              0    $                     0
              604                         31
               25                      1,080
     629        1,111


     405        7,196
       0            3


$   1,034   $   8,310


$    113    $    266
       0           0


$    113    $    266




$      0    $      0
     469          22
      21         867


     490         889


     316        6,203
       0            3


$    806    $   7,095


$    108    $    306
       0           0


$    108    $    306
Fair
Value




        1,803
 6,192
 4,044
 1,882
   527


14,448


  455


  176
   16
   20


  212


15,115




 1,567
 6,317
 3,421
 1,931
   538


13,774



  577


  162
   17
   24


  203


14,554




             Total Fair
               Value


         $                  89
                           159
                           152
                            127
                          1,882
                 $   2,409




                                               Total
  Gross                          Fair                        Gross
Unrealized                       Value                     Unrealized
 Losses                                                     Losses



             (2 )                        230                             (4 )
             (1 )                        239                             (5 )


             (3 )            $           469           $                 (9 )


             (1 )            $           185           $                (14 )




             0               $           441           $                (11 )
             (5 )                        492                            (11 )
             (3 )                        373                             (6 )
                               0                                            357                                             (3 )
                              (4 )                                          220                                             (5 )


                             (12 )                           $            1,883                  $                         (36 )


                              (1 )                           $              170                  $                         (14 )




ess than its amortized cost. The Company evaluated the underlying credit quality of the issuers and the credit ratings of the




Six Months Ended
     June 30,
                                           2009
                                 $                     (37 )
                                                         0


                                                       (37 )
                                                       (30 )
                                                        73


                                 $                       6




analyses, incorporating inputs that are currently observable in the markets for similar securities. Inputs that are often used in the valuation
onableness of the reported prices. Based on the Company’s internal price verification procedures and review of fair value methodology
    Total Fair
      Value




$                 9,983


                  1,803
                  6,192
                  4,044
                  1,882
                    527


                 14,448
                    455


                 24,886


                    35


$                24,921


                   100 %


$                    2



$                 9,800


                  1,567
                  6,317
                  3,421
                  1,931
                    538


                 13,774
                    577


$                24,151


                   100 %
qualitative observations of activity for similar companies in the current market. The key inputs utilized in the Company’s market modeling




                                                                            Six Months Ended
                                        Debt                                             Equity
                                      Securities                                        Securities                                   Total


                                $                   120                       $                          312                     $       432
                                                     (14 )                                              (142 )                          (156 )
                                                       0                                                   6                               6
                                                       1                                                  10                              11


                                $                   107                       $                          186                     $       293



                                $                    62                       $                          304                     $       366
                                                      (2 )                                                 5                                 3
                                                       0                                                    5                                 5
                                                       0                                                   (5 )                              (5 )


                                $                    60                       $                          309                     $       369
31-Dec-09
            Carrying                   Fair
            Value (c)                Value (b)
   $                        0    $                   0
                          500                      499
                          257                      259
                          250                      251
                          781                      777
                          480                      481
                          549                      575
                          464                      472
                          268                      256
                          540                      518
                          544                      513
                          847                      772
                           95                       98
                          587                      523
                          285                      258
                         1,099                    1,136
                          558                      611
                          844                      762
                          495                      493
                           645                      651
                         1,085                    1,138


   $                    11,173   $               11,043
ecorded in the Condensed Consolidated Statements of Operations.
Six Months Ended
     June 30,
    2009
$          1,843

            147

              (4 )
               3


$          1,989
    Corporate and
    Intersegment
     Eliminations                Consolidated



$                      0     $                  21,125
                       0                         1,413
                       0                           577


                       0                        23,115


               (4,571 )                             0
                    0                             149


$              (4,571 )      $                  23,264


$                      0     $                   1,901
                    (119 )                        (119 )


$                   (119 )   $                   1,782




$                      0     $                  19,746
                       0                         1,307
                       0                           449


                       0                        21,502


               (3,960 )                             0
                    0                             153


$              (3,960 )      $                  21,655


$                      0     $                   1,440
                    (139 )                        (139 )


$                   (139 )   $                   1,301




$                      0     $                  42,253
                       0                         2,777
                       0                         1,105


                       0                        46,135


               (9,033 )                             0
                    0                             322
$   (9,033 )   $   46,457


$       0      $    3,917
     (244 )          (244 )


$    (244 )    $    3,673




$        0     $   39,857
         0          2,603
         0            888


         0         43,348


    (7,884 )           0
         0           311


$   (7,884 )   $   43,659


$       0      $    3,108
     (270 )          (270 )


$    (270 )    $    2,838
Fair
Value




         1,803
         6,192
         4,044
         1,882
           527


        14,448


          455


          176
           16
           20
  212


15,115




 1,567
 6,317
 3,421
 1,931
   538


13,774



  577


  162
   17
   24


  203


14,554




             Total Fair
               Value


         $                  89
                           159
                           152
                            127
                          1,882


         $                2,409
                                                              Total
          Gross                               Fair                          Gross
        Unrealized                            Value                       Unrealized
         Losses                                                            Losses



                      (2 )                             230                              (4 )
                      (1 )                             239                              (5 )


                      (3 )                $            469            $                 (9 )


                      (1 )                $            185            $                (14 )




                       0                  $            441            $                (11 )
                      (5 )                             492                             (11 )
                      (3 )                             373                              (6 )
                       0                               357                              (3 )
                      (4 )                             220                              (5 )


                     (12 )                $           1,883           $                (36 )


                      (1 )                $            170            $                (14 )




Six Months Ended
     June 30,
                               2009
                           $          (37 )
                                        0
                    (37 )
                    (30 )
                     73


$                     6




    Total Fair
      Value




$                 9,983


                  1,803
                  6,192
                  4,044
                  1,882
                    527


                 14,448
                    455


                 24,886


                    35


$                24,921


                   100 %


$                     2



$                 9,800


                  1,567
                  6,317
                  3,421
                  1,931
                    538


                 13,774
                 577


$            24,151


                 100 %




                         Six Months Ended
      Debt                         Equity
    Securities                    Securities                Total

$                120      $                    312      $       432
                 (14 )                         (142 )          (156 )
                   0                              6               6
                   1                             10              11


$                107      $                    186      $       293



$                62       $                    304      $       366
                  (2 )                            5                 3
                   0                              5                  5
                   0                             (5 )               (5 )


$                60       $                    309      $       369
31-Dec-09
            Carrying                   Fair
            Value (c)                Value (b)
   $                        0    $                   0
                          500                      499
                          257                      259
                          250                      251
                          781                      777
                          480                      481
                          549                      575
                          464                      472
                          268                      256
                          540                      518
                          544                      513
                          847                      772
                           95                       98
                          587                      523
                          285                      258
                         1,099                    1,136
                          558                      611
                          844                      762
                          495                      493
                           645                      651
                         1,085                    1,138


   $                    11,173   $               11,043
Six Months Ended
     June 30,
                       2009
                   $          1,843

                               147

                                 (4 )
                                  3


                   $          1,989
    Corporate and
    Intersegment
     Eliminations                Consolidated



$                      0     $                  21,125
                       0                         1,413
                       0                           577


                       0                        23,115


               (4,571 )                             0
                    0                             149


$              (4,571 )      $                  23,264


$                      0     $                   1,901
                    (119 )                        (119 )


$                   (119 )   $                   1,782




$                      0     $                  19,746
                       0                         1,307
                       0                           449


                       0                        21,502


               (3,960 )                             0
                    0                             153


$              (3,960 )      $                  21,655


$                      0     $                   1,440
                    (139 )                        (139 )


$                   (139 )   $                   1,301




$                      0     $                  42,253
                       0                         2,777
                       0                         1,105
         0         46,135


    (9,033 )           0
         0           322


$   (9,033 )   $   46,457


$       0      $    3,917
     (244 )          (244 )


$    (244 )    $    3,673




$        0     $   39,857
         0          2,603
         0            888


         0         43,348


    (7,884 )           0
         0           311


$   (7,884 )   $   43,659


$       0      $    3,108
     (270 )          (270 )


$    (270 )    $    2,838

								
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;