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Goodwill and Intangible Assets
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12 Months Ended |
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| Goodwill and Intangible Assets Disclosure [Abstract] |
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| Goodwill and Intangible Assets Disclosure [Text Block] |
Goodwill and Other Intangible Assets Changes in the carrying amount of goodwill, by reportable segment, were as follows: | | | | | | | | | | | | | | | | | | | | | | (in millions) | | UnitedHealthcare | | OptumHealth | | OptumInsight | | OptumRx | | Consolidated | | | $ | 17,837 |
| | $ | 760 |
| | $ | 3,308 |
| | $ | 840 |
| | $ | 22,745 |
| Acquisitions | | 101 |
| | 1,353 |
| | — |
| | — |
| | 1,454 |
| Dispositions | | (2 | ) | | — |
| | (214 | ) | | — |
| | (216 | ) | Adjustments, net | | (4 | ) | | — |
| | (4 | ) | | — |
| | (8 | ) | | | 17,932 |
| | 2,113 |
| | 3,090 |
| | 840 |
| | 23,975 |
| Acquisitions | | 6,557 |
| | 705 |
| | 98 |
| | — |
| | 7,360 |
| Adjustments and foreign currency effects, net | | (30 | ) | | — |
| | (19 | ) | | — |
| | (49 | ) | | | $ | 24,459 |
| | $ | 2,818 |
| | $ | 3,169 |
| | $ | 840 |
| | $ | 31,286 |
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In October 2012, the Company purchased approximately 60% of the outstanding shares of Amil for approximately $3.2 billion in a private transaction. Later in the fourth quarter of 2012, the Company purchased an additional 17.8 million shares of Amil for $0.3 billion, bringing the stake in Amil attributable to the Company to approximately 65% of Amil’s outstanding shares. Amil is a health care company located in Brazil, providing health and dental benefits, hospital and clinical services, and advanced care management resources to more than 5 million people. The total consideration paid and fair value of the noncontrolling interest exceeded the estimated fair value of the net tangible assets acquired by $5.9 billion, of which $1.0 billion has been allocated to finite-lived intangible assets, $0.6 billion to indefinite-lived intangible assets and $4.3 billion to goodwill. To estimate the acquisition date fair value of the noncontrolling interest of $2.2 billion, the Company utilized the public share price as of the date of acquisition. Contingent liabilities were measured based on the probable amount that could be reasonably estimated. The results of operations and financial condition of Amil have been included in the Company’s consolidated results and the results of the UnitedHealthcare reportable segment since the acquisition date. The pro-forma effects of this acquisition on the Company’s results of operations were not material. In conjunction with the 2012 purchases, the Company generated Brazilian tax deductible goodwill of approximately $2.7 billion. Because of the acquisition of a controlling interest in Amil, the Company is required by Brazilian law to commence a mandatory tender offer for the remaining publicly traded shares. The Company expects to acquire an additional 25% ownership interest during the first half of 2013 through this tender offer. The tender offer price will be at the same price paid to Amil’s controlling shareholders, adjusted for statutory interest under Brazilian law from the date of payment to the controlling shareholders to the date of payment to the tendering minority shareholders. The remaining 10% stake in Amil is held by shareholders, including Amil’s CEO, who has been a member of the Company’s Board of Directors since October 2012, who have committed to retain the shares for at least five years. They have the right to put the shares to the Company and the Company has the right to call these shares upon expiration of the five year term, unless accelerated upon certain events, at fair market value. Related to this acquisition, Amil’s CEO invested approximately $470 million in unregistered UnitedHealth Group common shares in the fourth quarter of 2012 and has committed to hold those shares for the same five year term, subject to certain exceptions. Acquired net tangible assets and liabilities for Amil at acquisition date were: | | | | | | (in millions) | | | Cash and cash equivalents | | $ | 240 |
| Investments | | 341 |
| Accounts receivable and other current assets | | 207 |
| Property, equipment and other long-term assets | | 1,266 |
| Medical costs payable | | 586 |
| Other current liabilities | | 638 |
| Contingent liabilities | | 270 |
| Long-term debt and other long-term liabilities | | 569 |
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Since the Amil acquisition occurred in the fourth quarter, the purchase price allocation is subject to adjustment as valuation analyses, primarily related to intangible and fixed assets and contingent and tax liabilities, are finalized. For the years ended December 31, 2012, 2011 and 2010, aggregate consideration paid, net of cash assumed, for acquisitions excluding Amil was $3.3 billion, $1.8 billion and $2.3 billion, respectively. These acquisitions were not material to the Company’s Consolidated Financial Statements. The gross carrying value, accumulated amortization and net carrying value of other intangible assets were as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (in millions) | | Gross Carrying Value | | Accumulated Amortization | | Net Carrying Value | | Gross Carrying Value | | Accumulated Amortization | | Net Carrying Value | Customer-related | | $ | 5,229 |
| | $ | (1,629 | ) | | $ | 3,600 |
| | $ | 3,766 |
| | $ | (1,310 | ) | | $ | 2,456 |
| Trademarks and technology | | 445 |
| | (146 | ) | | 299 |
| | 368 |
| | (98 | ) | | 270 |
| Trademarks - indefinite-lived | | 611 |
| | — |
| | 611 |
| | — |
| | — |
| | — |
| Other | | 221 |
| | (49 | ) | | 172 |
| | 112 |
| | (43 | ) | | 69 |
| Total | | $ | 6,506 |
| | $ | (1,824 | ) | | $ | 4,682 |
| | $ | 4,246 |
| | $ | (1,451 | ) | | $ | 2,795 |
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The acquisition date fair values and weighted-average useful lives assigned to finite-lived intangible assets acquired in business combinations consisted of the following by year of acquisition: | | | | | | | | | | | | | | | | 2012 | | 2011 | (in millions, except years) | | Fair Value | | Weighted-Average Useful Life | | Fair Value | | Weighted-Average Useful Life | Customer-related | | $ | 1,530 |
| | 8 years | | $ | 187 |
| | 9 years | Trademarks and technology | | 79 |
| | 4 years | | 49 |
| | 5 years | Other | | 111 |
| | 15 years | | 5 |
| | 15 years | Total acquired finite-lived intangible assets | | $ | 1,720 |
| | 9 years | | $ | 241 |
| | 9 years |
Estimated full year amortization expense relating to intangible assets for each of the next five years ending December 31 is as follows: | | | | | | (in millions) | | | 2013 | | $ | 545 |
| 2014 | | 527 |
| 2015 | | 506 |
| 2016 | | 480 |
| 2017 | | 456 |
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Amortization expense relating to intangible assets for 2012, 2011 and 2010 was $448 million, $361 million and $317 million, respectively. |
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- Definition
The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 30
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=7658586&loc=d3e16373-109275
Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 30
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=7658586&loc=d3e16265-109275
Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=7658586&loc=d3e16323-109275
Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 42, 43, 44, 45, 46, 47
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.
Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=14024403&loc=d3e13854-109267
Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=14024403&loc=d3e13816-109267
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