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© 2012 UnitedHealth Group. Any use, copying or distribution without written permission from UnitedHealth Group is prohibited. The largest Latin American health care company

UNH Amil Investor Presentation Final

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United Healthcare's October 2012 Amil Acquisition Presentation

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Page 1: UNH Amil Investor Presentation Final

© 2012 UnitedHealth Group. Any use, copying or distribution without written permission from UnitedHealth Group is prohibited. 0

The largest Latin American health care company

Page 2: UNH Amil Investor Presentation Final

© 2012 UnitedHealth Group. Any use, copying or distribution without written permission from UnitedHealth Group is prohibited. 1

• Distinctive combination of global market leaders serving the fastest and most consistently growing health care markets

• U.S. – 314 million people

• Brazil – 200 million people

• Brazil under penetrated in managed care – 25% versus nearly 80% in U.S.

• Brazil promoting private sector care to release pressure on the public system

• Amil is the clear market leader – with a strategic approach to care

• Amil is an ideal international platform to extend Optum to large underserved markets

• Distinctive commitment of Amil leadership • Dr. Edson Bueno remains a 10% holder of Amil

• Becomes the largest individual investor in UnitedHealth Group - $470 million investment

• Will serve on the UnitedHealth Group Board

• Companies are well aligned with regards to missions, cultures, innovations and acquisitions

• Companies have complementary strengths • Amil in care delivery

• UNH in technology, health informatics and health benefits

• Both with strong health care brands and reputations

UnitedHealth Group Launches New Growth Platform

Page 3: UNH Amil Investor Presentation Final

© 2012 UnitedHealth Group. Any use, copying or distribution without written permission from UnitedHealth Group is prohibited. 2

• Clear leader in fast-growing Brazilian managed care market

• Providing a comprehensive set of diverse health and dental benefits

to more than 5 million people

• Current annualized revenue of $5 billion has more than doubled over last three years

• Proven strong business model with unique approach to strategic care delivery • Owned delivery network includes 22 hospitals and nearly 50 clinics with 25-30% of medical

spend delivered from these operations

• Largest single contracted care network in Brazil including 44,000 physicians and 3,300 hospitals

• Disciplined underwriting focused on profitable organic growth

• Compelling margin profile supported by superior owned and networked clinical cost

structure and scale advantages as Brazil’s market leader

• Successful consolidator in early stages of large scale market consolidation

• Experienced, physician-led management team committed to Amil’s future success

Amil at a Glance

Page 4: UNH Amil Investor Presentation Final

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UnitedHealth Group Launches Complementary Growth Platform

- Latin American Health Care

Brazil – The leading non-U.S. private health care market (and growing)

Amil – The premier enterprise in the market • Distinctive strategically developed (owned and contracted) care delivery system

• Strong brands and market profile

• Consistent track record of superior performance

• High familiarity – common business and culture with UnitedHealth Group

Benefits to Amil of Partnering with North American Market Leader

• Access to advanced information technology

• Insights into the application of large data sets to advance clinical care delivery

• Experience in engaging consumers in effective personal decision-making about their health and well-being

• A strong, committed capital partner

Benefits to UnitedHealth Group of Partnering with Latin American Market Leader

• Leading position in earlier stage, higher growth market

• Insights and experience in care delivery resource ownership and operation

• Strong, committed Brazilian leadership team

• Further international health care and business expertise added to Board of Directors

• A great platform for Optum in an enormous and underserved market for health services

We believe this combination will further the growth and strengthen the overall performance of both organizations

- Health Services - Health Benefits

Page 5: UNH Amil Investor Presentation Final

© 2012 UnitedHealth Group. Any use, copying or distribution without written permission from UnitedHealth Group is prohibited. 4

United States (1) Brazil (2) Comments

Total Population 314 million 200 million Higher population growth in Brazil

Number of People in Managed Care

244 million 48 million

Medical Managed Care Penetration

78% 25% Low MCO penetration in Brazil

Dental Managed Care Penetration

57% 9% Significant cross-selling opportunities

Number of Managed Care Organizations

434 1,600+ Significant consolidation opportunities

Summary of Brazilian Managed Care Market Growth Opportunity

Source: (1) US Census Bureau, AIS’s Directory of Health Plans, 2011 and National Association of Dental Plans (2) ANS 2012

Page 6: UNH Amil Investor Presentation Final

© 2012 UnitedHealth Group. Any use, copying or distribution without written permission from UnitedHealth Group is prohibited. 5

Attributes of Brazil • Brazilian economy sized at $2.5T

• 200 million people

• 6th largest economy in the world

• Represents approximately ½ of South American economy

• Strong democratic political system based on constitutional law

• Government with stable, growth-supporting policies

• Stable monetary policy with 5.2% inflation

• Free basic health care a constitutional right • Health care spending at 9% of GDP, up from 7.2%

10 years ago

• Highly pressured public system creating demand for quality, private health care – particularly for a rapidly growing middle class

Brazil: High Growth Economy, Stable Political Environment

1.1%

5.7%

3.2% 4.0%

6.1%

5.2%

(0.3)%

7.5%

2.7%

Source: World Bank, Trading Economics

Annual GDP Growth

Average 3.9%

Page 7: UNH Amil Investor Presentation Final

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Unemployment Rate

Per Capita Income More Than Tripled Over Eight Years

Annual GDP Per Capita (US $)

3,042 3,610 4,743

5,793 7,197

8,629 8,392

10,993

12,594 314%

• GDP per capita almost 2.5x of China • People who can afford private coverage prefer it

12.4% 11.5%

9.9% 10.0% 9.3%

7.9% 8.1% 6.7%

6.0% 5.5%

• 87% of population now urban

Source: IBGE, World Bank, CIA World Fact Book

Page 8: UNH Amil Investor Presentation Final

© 2012 UnitedHealth Group. Any use, copying or distribution without written permission from UnitedHealth Group is prohibited. 7

Population Stratification

Rising Income Drives Demand for Private Coverage

• Rapidly growing middle class is seeking higher quality private sector health care

• Demographic shift over a decade • 18 million people being added to income

classes A & B • 47 million people being added to income class C

• Approximately 75% of people use public

facilities; only 47% of health spending covers this group

• People aspire to be part of the 25% that receives access to private facilities

49 26 16

47

39 40

66 102 113

13 23 31

0

50

100

150

200

250

Popu

latio

n in

Mill

ions

A/B: Monthly Per Capita Income Above $456C: Monthly Per Capita Income $106-456D: Monthly Per Capita Income $67-106E: Monthly Per Capita Income Below $67

(1) Converted using October 5, 2012 exchange rate of $0.4939 = R$1.00 per www.oanda.com Source: Brazil Central Bank

Population Characteristics

(1)

(1)

(1)

(1)

Page 9: UNH Amil Investor Presentation Final

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Rising Demand for Private Coverage

Brazilian Private Health Plan Membership (millions)

Total Market Premium Revenue (USD billions) (1)

35.4 37.2

39.1 41.1 42.5

46.0 47.8

6.2 7.3 8.9

10.4 12.6

14.5 16.8

2005 2006 2007 2008 2009 2010 2011

Medical Dental

$18.4 $21.1

$25.8

$30.0 $32.5

$36.8

$41.7

2005 2006 2007 2008 2009 2010 2011

Total Premium (USD billions)

(1) Converted using October 5, 2012 exchange rate of $0.4939 = R$1.00 per www.oanda.com

Total population of 200 million people

Source: ANS

Page 10: UNH Amil Investor Presentation Final

© 2012 UnitedHealth Group. Any use, copying or distribution without written permission from UnitedHealth Group is prohibited. 9

Consumers Value Access to Leading Private Hospitals

Total Hospitals Total Hospital Beds

Municipal Govt., 1,517

Private For-Profit,

2,637

Private Non-Profit,

1,911

Federal Govt, 57

State Govt., 470

University / Teaching,

98

6,690 Total Hospitals

Source: Brazilian Hospital Federation

-

100,000

200,000

300,000

400,000

500,000

600,000

2007 2008 2009 2010 2011

Public (SUS) Beds Private Beds Total Beds

Page 11: UNH Amil Investor Presentation Final

© 2012 UnitedHealth Group. Any use, copying or distribution without written permission from UnitedHealth Group is prohibited. 10

Number of Health Insurers

Early Stage Market Beginning to Consolidate

Summary

• Large, stable and increasingly prosperous nation

• Demand increasing for private alternatives to government system

• Market penetration for private coverage is low (about 25% of Brazilian population)

• Significant growth and consolidation opportunities exist – Top 10 plans cover only 36% of the private insurance market

• Increasing regulatory standards for quality and capital levels driving smaller plans out of the market

720 719 660 627 602 567 579 553 493 479 435 427 429

2,003 1,990

1,747 1,646 1,576 1,524 1,488

1,377 1,269

1,216 1,183 1,176 1,178

Dental Medical

Source: ANS, Amil’s June 2012 Investor Presentation

Page 12: UNH Amil Investor Presentation Final

© 2012 UnitedHealth Group. Any use, copying or distribution without written permission from UnitedHealth Group is prohibited. 11

Product Offering Clients

Company Medical Membership

(Millions)

Type Premium Top Intermediate Basic Dental Corp. Indiv. Hospital Facilities

4.3 MCO

3.7 Insurance – – – – –

2.2 MCO – – 2.0 Insurance – – – – –

1.2 MCO – – – 0.6 MCO – –

0.6 MCO – – – 0.4 Insurance – – – –

0.1 MCO – – –

Amil is the Clear Market Leader – With the Broadest Set of Offerings

Source: ANS, IBGE, Companies’ reports as of June 2012 and Amil’s June 2012 Investor Presentation

Page 13: UNH Amil Investor Presentation Final

© 2012 UnitedHealth Group. Any use, copying or distribution without written permission from UnitedHealth Group is prohibited. 12

Corporate Clients

54%

Individual 19%

Dental 27%

Membership Mix(1)

Amil is the Clear Market Leader – With a Diverse Business Mix

Corp. Clients

62%

Individual 35%

Dental 3%

Revenue Mix(1)

Business Mix Comprehensive Product Offering

Amil Brands HIGH-END

(1) As of June 2012 (2) Converted using October 5, 2012 exchange rate of $0.4939 = R$1.00 per www.oanda.com Source: Amil’s June 2012 Investor Presentation

FREE CHOICE & REIMBURSEMENT

RESTRICTED NETWORK

15%

50%

30%

4%

Average Annual Household Income(2)

A

B

C

D E

$53,150

$18,670

$7,697

$4,232

$2,827 1%

Page 14: UNH Amil Investor Presentation Final

© 2012 UnitedHealth Group. Any use, copying or distribution without written permission from UnitedHealth Group is prohibited. 13

Amil is the Clear Market Leader – With the Largest Single Network

Owned Delivery Network

TotalCare

Specialty and Preventive Care Unit

7 Outpatient Centers

Amilpar

22 Hospitals

47 Outpatient Clinics

Amil Resgate Saude

Advanced Trauma Support

3 Emergency Care

Centers

UCP Posture Correction

Unit Prevention and

Treatment

3 Outpatient Centers

OncoCare HomeCare

National Contracted

Network Medical Doctors

44,000

Outpatient Clinics 11,000

Ancillary Services 12,000

Hospitals 3,300

Source: Amil’s June 2012 Investor Presentation

Existing Markets Expansion Opportunities

Network contracted nationally, membership concentrated in southeast and northeast regions

Page 15: UNH Amil Investor Presentation Final

© 2012 UnitedHealth Group. Any use, copying or distribution without written permission from UnitedHealth Group is prohibited. 14

Amil is the Clear Market Leader – With Distinctive Attributes

• Focused, disciplined physician-led and experienced management team

• Strategic care model

• Complex care directed to owned hospitals recognized for high quality care

• Consumers have access to broad network

• Consistent underwriting and pricing approach

• Conservative balance sheet

• Early adopter of Brazilian medical reserve requirements

• Successful consolidator

MCR has run significantly favorable to market averages

Page 16: UNH Amil Investor Presentation Final

© 2012 UnitedHealth Group. Any use, copying or distribution without written permission from UnitedHealth Group is prohibited. 15

$2,412

$3,771 $4,449

2009 2010 2011

Net Revenues

Amil Summary Income Statements in Current US$(1)

$30

$127

$168

2009 2010 2011

Operating Earnings

$51 $65

$88

2009 2010 2011

GAAP Net Income

$0.14 $0.18

$0.25

2009 2010 2011

GAAP Earnings Per Share

(in thousands (except earnings per share amounts) ; all data expressed in International Financial Reporting Standards (IFRS))

(1) Converted using October 5, 2012 exchange rate of $0.4939 = R$1.00 per www.oanda.com Source: Amil’s annual press releases and/or financial statements

Page 17: UNH Amil Investor Presentation Final

© 2012 UnitedHealth Group. Any use, copying or distribution without written permission from UnitedHealth Group is prohibited.

Combination Summary

16

Details • UNH will acquire up to 90% of Amil’s 359 million outstanding shares at R$30.75 each through a two step

process: Approximately 60% from management upon regulatory approval – management retains 10% interest

Approximately 30% from public shareholders through 1st half of 2013 tender offer

Expected total cash outlay of approximately $4.9 billion in two stages over up to 6-month period

Approx. $4.3 billion (R$27.13 per share) equity purchase price, net of acquired tax benefits of $600 million

• Debt to debt plus equity ratio expected to be below 35% by June 30, 2013

• Share repurchase program to continue, paced to accommodate acquisition and capital ratio objectives

• Combination expected to be slightly accretive to UnitedHealth Group 2013 earnings per share

Benefits to Amil of Partnering with North American Market Leader

• Access to advanced information technology

• Insights into the application of large data sets to advance clinical care delivery

• Experience in engaging consumers in effective personal decision-making about their health and well-being

• A strong, committed capital partner

Benefits to UnitedHealth Group of Partnering with Latin American Market Leader

• Leading position in earlier stage, higher growth market

• Insights and experience in care delivery resource ownership and operation

• Strong, committed Brazilian leadership team

• Further international health care and business expertise added to Board of Directors

• A great platform for Optum in an enormous and underserved market for health services

Page 18: UNH Amil Investor Presentation Final

© 2012 UnitedHealth Group. Any use, copying or distribution without written permission from UnitedHealth Group is prohibited.

Appendix – Amil Historical Financial Performance in Current US$ (1)

For the Period Ending,

2009A 2010A 1Q11 2Q11 3Q11 4Q11 2011A 1Q12 2Q12

Net Revenue

$2,412.2 $3,771.1 $1,032.2 $1,074.9 $1,134.3 $1,208.1 $4,449.5 $1,226.3 $1,258.6

Operating Income

30.4 126.6 69.9 33.6 24.5 40.4 168.4 88.7 36.3

GAAP Net Income (2)

50.7 65.0 38.3 15.8 18.5 15.8 88.3 43.7 17.3

GAAP EPS (2)

$0.14 $0.18 $0.11 $0.04 $0.05 $0.04 $0.25 $0.12 $0.05

Cash Flow from Operating Activities

92.6 222.0 89.6 64.5 46.8 36.9 237.9 85.4 86.0

Medical Members

4,119 4,127 4,280 4,309 4,255 4,304 4,304 4,264 4,306

Dental Members

1,015 1,183 1,222 1,311 1,443 1,516 1,516 1,545 1,593

(Membership data in 000s; $ in millions except per share data)

17

Source: Amil’s quarterly and annual press releases and/or financial statements. Amounts are presented in conformity with the International Financial Reporting Standards (IFRS) and in conformity with the accounting practices adopted in Brazil (collectively, “GAAP”).

(1) Converted using October 5, 2012 exchange rate of $0.4939 = R$1.00 per www.oanda.com (2) Amil also reports adjusted net income and adjusted EPS. Please see www.amilpar.com.br/amilpar/web/index_pti.html to reference these figures and related reconciling items.

Information on Amil’s website is neither part of nor incorporated by reference into this presentation.