8-K/AExhibits & Filings

UNITEDHEALTH GROUP INC 8-K/A Report, Exhibit Filing (Feb 24, 2006)

Filed February 24, 2006For Securities:UNH

Summary

This filing is an amendment to a previous Form 8-K, primarily focused on providing the necessary financial statements and exhibits related to UnitedHealth Group's (UNH) acquisition of PacifiCare Health Systems, Inc. The amendment includes historical financial statements for PacifiCare and unaudited pro forma condensed combined financial statements that present the combined entity as if the PacifiCare acquisition, along with previous acquisitions of Oxford Health Plans and Mid Atlantic Medical Services (MAMSI), had occurred at the beginning of the periods presented. This provides investors with a clearer picture of the combined company's financial performance and position following these significant M&A activities. The pro forma financial information highlights the substantial scale of these transactions, particularly the PacifiCare acquisition, which involved approximately $8.8 billion in total consideration (stock, cash, debt retirement, and stock options). It also details the accounting treatment, including the preliminary allocation of purchase price to tangible and intangible assets and the significant amount of goodwill generated. Investors should note that these pro forma figures are based on preliminary estimates and actual results may differ.

Key Highlights

  • 1Amendment to a prior 8-K filing to include financial statements and exhibits for the acquisition of PacifiCare Health Systems, Inc.
  • 2PacifiCare acquisition closed on December 20, 2005, with total consideration of approximately $8.8 billion, comprising stock, cash, debt retirement, and stock options.
  • 3Includes historical financial statements of PacifiCare and unaudited pro forma condensed combined financial statements for UNH post-acquisitions.
  • 4Pro forma statements combine UNH with PacifiCare, Oxford Health Plans, and MAMSI, reflecting their combined financial performance and position.
  • 5Significant goodwill of approximately $6.6 billion was preliminarily allocated from the PacifiCare acquisition.
  • 6Details the accounting treatment of acquisitions, including preliminary allocation of purchase price to net tangible and intangible assets.
  • 7Notes that pro forma financial information is based on preliminary estimates and actual results may differ.

Frequently Asked Questions

This filing is an amendment to a previously filed 8-K. Its main purpose is to provide the required financial statements and exhibits related to UnitedHealth Group's acquisition of PacifiCare Health Systems, Inc., which was completed on December 20, 2005.

The total estimated merger consideration for the PacifiCare acquisition was approximately $8.8 billion. This amount includes approximately $5.3 billion in UnitedHealth Group stock, $2.1 billion in cash, $960 million to retire PacifiCare's existing debt, and $420 million for the estimated fair value of UnitedHealth Group stock options issued in exchange for PacifiCare options.

The pro forma condensed combined financial information presents the financial results of UnitedHealth Group as if the acquisitions of PacifiCare, Oxford Health Plans, and MAMSI had occurred at the beginning of the periods presented. This helps investors understand the financial impact and scale of these transactions on the combined entity, although it's based on preliminary estimates and may differ from actual results.

The acquisitions were accounted for using the purchase method. The total estimated purchase price was allocated to the net tangible and intangible assets of the acquired entities based on their estimated fair values at the time of acquisition. A significant portion of the purchase price for PacifiCare was preliminarily allocated to goodwill, amounting to approximately $6.6 billion.