UnitedHealthcare Completes XLHealth Acquisition

MINNETONKA, Minn. – February 9, 2012 – UnitedHealthcare, a UnitedHealth Group (NYSE:UNH) company, has completed its acquisition of XLHealth Corporation, (XLHealth) a sponsor of Medicare Advantage health plans with a primary focus on Medicare recipients with special needs, such as those with chronic illness and those eligible for Medicaid (“dual eligibles”). By building on XLHealth’s model of care, UnitedHealthcare can better serve chronically ill and dual eligible Medicare beneficiaries nationwide.
UnitedHealthcare and XLHealth signed an acquisition agreement in November 2011.

XLHealth serves Medicare Advantage members under the Care Improvement Plus brand in Arkansas, Georgia, Maryland, Missouri, South Carolina and Texas. In 2012, it began offering its Care Improvement Plus Medicare Advantage plan in Illinois, Indiana, Iowa, New Mexico, New York and Wisconsin. Nearly 90 percent of XLHealth’s membership is enrolled in Medicare Advantage Special Needs Plans. Including XLHealth’s 117,000 Medicare beneficiaries, UnitedHealthcare Medicare & Retirement serves approximately 2.5 million Medicare Advantage plan members nationally.

“XLHealth’s model of care will enable UnitedHealthcare to better serve chronically ill and dual-eligible Medicare beneficiaries across the country,” said Tom Paul, CEO of UnitedHealthcare Medicare & Retirement.
“We look forward to working with UnitedHealthcare to enhance the service we offer to our current members and bringing our proven approach to care to even more chronically ill and underserved Medicare beneficiaries,” said Fred Dunlap, CEO of XLHealth.

The acquisition is expected to add approximately $2 billion to UnitedHealth Group’s 2012 revenues and $0.05 to net earnings per share, after integration expenses and investments to expand XLHealth’s scale and provide its services to chronically ill beneficiaries currently served by UnitedHealthcare Medicare & Retirement. Including XLHealth, UnitedHealth Group projects net earnings of $4.60 to $4.80 per share in 2012.
About UnitedHealthcare

UnitedHealthcare is dedicated to helping people nationwide live healthier lives by simplifying the health care experience, meeting consumer health and wellness needs, and sustaining trusted relationships with care providers. The company offers the full spectrum of health benefit programs for individuals, employers and Medicare and Medicaid beneficiaries, and contracts directly with more than 650,000 physicians and care professionals and 5,000 hospitals nationwide. UnitedHealthcare serves more than 38 million people and is one of the businesses of UnitedHealth Group (NYSE: UNH), a diversified Fortune 50 health and well-being company.

Forward-Looking Statements
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Some factors that could cause results to differ materially from the forward-looking statements include: our ability to effectively estimate, price for and manage our medical costs, including the impact of any new coverage requirements; the potential impact that new laws or regulations, or changes in existing laws or regulations, or their enforcement or application could have on our results of operations, financial position and cash flows, including as a result of increases in medical, administrative, technology or other costs or decreases in enrollment resulting from federal, state, local and international regulations affecting the health care industry; the impact of any potential assessments for insolvent payers under state guaranty fund laws, including any that could arise out of the potential liquidation of Penn Treaty Network America Insurance Company; the ultimate impact of the Patient Protection and Affordable Care Act, which could materially and adversely affect our results of operations, financial position and cash flows through reduced revenues, increased costs, new taxes and expanded liability, or require changes to the ways in which we conduct business or put us at risk for loss of business; potential reductions in revenue received from Medicare and Medicaid programs; uncertainties regarding changes in Medicare, including potential changes in risk adjustment data validation audit and payment adjustment methodology; failure to comply with restrictions on patient privacy and data security regulations; regulatory and other risks and uncertainties associated with the pharmacy benefits management industry; competitive pressures, which could affect our ability to maintain or increase our market share; our ability to execute contracts on competitive terms with physicians, hospitals and other service professionals; our ability to attract, retain and provide support to a network of independent producers (i.e., brokers and agents) and consultants; events that may adversely affect our relationship with AARP; increases in costs and other liabilities associated with increased litigation, government investigations, audits or reviews; the potential impact of adverse economic conditions on our revenues (including decreases in enrollment resulting from increases in the unemployment rate and commercial attrition) and results of operations; the performance of our investment portfolio; possible impairment of the value of our intangible assets in connection with dispositions or if future results do not adequately support goodwill and intangible assets recorded for our existing businesses or the businesses that we acquire; increases in health care costs resulting from large-scale medical emergencies; failure to maintain effective and efficient information systems or if our technology products otherwise do not operate as intended; misappropriation of our proprietary technology; our ability to obtain sufficient funds from our regulated subsidiaries to fund our obligations, to maintain our quarterly dividend payment cycle or to continue repurchasing shares of our common stock; failure to complete or receive anticipated benefits of acquisitions and other strategic transactions; potential downgrades in our credit ratings; and failure to achieve targeted operating cost productivity improvements, including savings resulting from technology enhancement and administrative modernization.

This list of important factors is not intended to be exhaustive. A further list and description of some of these risks and uncertainties can be found in UnitedHealth Group's reports filed with the Securities and Exchange Commission from time to time, including the cautionary statements in our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Any or all forward-looking statements we make may turn out to be wrong. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update or revise any forward-looking statements.