UnitedHealth Group (UNH)

As we announced on November 7, 2006, our historical financial information from 1994 to 2006 should no longer be relied upon and our proposed adjustments to the historical financial information are not final and are subject to change.

In early 2006, our Board of Directors initiated an independent review of the Company’s stock option practices from 1994 to the present. The independent review was conducted by a committee comprised of independent directors (the “Independent Committee”) with the assistance of independent counsel, Wilmer Cutler Pickering Hale and Dorr LLP (“WilmerHale”), and independent accounting advisors. On October 15, 2006, we announced that the Independent Committee and WilmerHale had completed a review of the Company’s stock option practices and reported the findings to the non-management directors of the Company. The WilmerHale report concluded, among other things, that for most of the grants reviewed, incorrect measurement dates were used for financial accounting purposes. On November 7, 2006, we announced that management of the Company had concluded, and the Audit Committee had approved the conclusion, that due solely to our historical stock option practices, the Company’s financial statements for the years ended 1994 to 2005, the interim periods contained therein, the quarter ended March 31, 2006 and all earnings and press releases, including for the quarters ended June 30, 2006 and September 30, 2006 and similar communications issued by the Company for such periods, and the related reports of the Company’s independent registered public accounting firm should no longer be relied upon.

On December 19, 2006, we announced that we had substantially completed our analysis of the necessary accounting adjustments for non-cash stock-based compensation expense based on the WilmerHale report and had requested a consultation on certain interpretive issues with the SEC’s Office of the Chief Accountant. We also announced at that time our estimate of the range of cumulative non-cash stock-based compensation charges for 1994 through 2005 under APB 25, our historical method of accounting, and under FAS 123R, which we adopted effective January 1, 2006. On January 18, 2007, we issued a press release announcing our financial results for 2006, including our current estimate of our fourth quarter and full year 2006 cash and non-cash adjustments to expenses related to stock option matters. None of these estimates has been audited by our independent registered public accounting firm or takes into account any impact on prior tax deductions related to previously exercised stock options under Section 162(m) of the Internal Revenue Code. Accordingly, these estimates are subject to change, possibly materially, based on the outcome of the consultation process with the Office of the Chief Accountant, the assessment of the tax impact referred to above and completion of the restatement of our historical financial statements, which will be audited by our independent registered public accounting firm.

As we announced on November 7, 2006, our historical financial information from 1994 to 2006 should no longer be relied upon and our proposed adjustments to the historical financial information disclosed in this report are not final and are subject to change.

In early 2006, our Board of Directors initiated an independent review of the Company’s stock option practices from 1994 to the present. The independent review was conducted by a committee comprised of independent directors (the “Independent Committee”) with the assistance of independent counsel, Wilmer Cutler Pickering Hale and Dorr LLP (“WilmerHale”), and independent accounting advisors. On October 15, 2006, we announced that the Independent Committee and WilmerHale had completed a review of the Company’s stock option practices and reported the findings to the non-management directors of the Company. The WilmerHale report concluded, among other things, that for most of the grants reviewed, incorrect measurement dates were used for financial accounting purposes. On November 7, 2006, we announced that management of the Company had concluded, and the Audit Committee had approved the conclusion, that due solely to our historical stock option practices, the Company’s financial statements for the years ended 1994 to 2005, the interim periods contained therein, the quarter ended March 31, 2006 and all earnings and press releases, including for the quarters ended June 30, 2006 and September 30, 2006 and similar communications issued by the Company for such periods, and the related reports of the Company’s independent registered public accounting firm should no longer be relied upon.

On December 19, 2006, we announced that we had substantially completed our analysis of the necessary accounting adjustments for non-cash stock-based compensation expense based on the WilmerHale report and had requested a consultation on certain interpretive issues with the SEC’s Office of the Chief Accountant. We also announced at that time our current estimate of the range of cumulative non-cash stock-based compensation charges for 1994 through 2005 under APB 25, our historical method of accounting, and under FAS 123R, which we adopted effective January 1, 2006. The press release containing these announcements has been furnished under Item 7.01 of this report. These estimates have not been audited by our independent registered public accounting firm and do not take into account any impact on prior tax deductions related to previously exercised stock options under Section 162(m) of the Internal Revenue Code. Accordingly, these estimates are subject to change, possibly materially, based on the outcome of the consultation process with the Office of the Chief Accountant, the assessment of the tax impact referred to above and completion of the restatement of our historical financial statements, which will be audited by our independent registered public accounting firm.