UnitedHealth Group (UNH)

Credit Facility Covenants

Although we have no amounts outstanding under our existing $1.3 billion credit facility, it supports our commercial paper program. If that credit facility and our other backup financial arrangements were not available for use to support the commercial paper program, the credit rating of the program would likely be downgraded, which would likely impair the Company’s ability to continue issuing commercial paper. As of December 31, 2006, we had $498 million of commercial paper outstanding. We entered into amendments to this credit facility to extend the deadline to February 22, 2007 to deliver our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2006 and September 30, 2006 to our lenders. We cannot assure that we will be able to file these Form 10-Qs by February 22, 2007, or if we are not able to make these filings by February 22, 2007, that we will be able to obtain additional amendments or waivers. Additionally, we believe our proposed restatement will result in a violation of one or more of the covenants under the $1.3 billion credit facility. We are in discussion with our lenders regarding an additional amendment/waiver to waive the potential default. We cannot provide assurance, however, that such amendment/waiver will be obtained. If we are not able to obtain an amendment/waiver under the $1.3 billion credit facility when needed and if our other backup financial arrangements are not available to support the commercial paper program, our credit rating of the program and our ability to continue issuing commercial paper would likely be impaired.

In October 2006, we entered into a new $7.5 billion credit facility. The facility is intended to insure the Company’s immediate and continued access to additional liquidity. The facility also is available for working capital purposes as well as to pay or repay any outstanding borrowings of the Company. Under this facility, we also have until February 22, 2007 to file our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2006 and September 30, 2006. We cannot assure you that we will be able to file these Form 10-Qs by February 22, 2007, and if we are not able to make this filing within that time period, that we will be able to obtain an amendment or waiver. If we are not able to obtain an amendment/waiver under the $7.5 billion credit facility when needed, the Company’s ability to obtain immediate and continued access to additional liquidity would likely be impaired.

Credit Facility Covenants

Although we have no amounts outstanding under our existing $1.3 billion credit facility, it supports our commercial paper program. If that credit facility and our other backup financial arrangements were not available for use to support the commercial paper program, the credit rating of the program would likely be downgraded, which would likely impair the Company’s ability to continue issuing commercial paper. As of November 30, 2006, we had $495 million of commercial paper outstanding. We entered into amendments to this credit facility to extend the deadline to February 22, 2007 to deliver our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2006 and September 30, 2006 to our lenders. We cannot assure that we will be able to file these Form 10-Qs by February 22, 2007, or if we are not able to make these filings by February 22, 2007, that we will be able to obtain additional amendments or waivers. Additionally, we believe our proposed restatement will result in a violation of one or more of the covenants under the $1.3 billion credit facility. We are in discussion with our lenders regarding an additional amendment/waiver to waive the potential default. We cannot provide assurance, however, that such amendment/waiver will be obtained. If we are not able to obtain an amendment/waiver under the $1.3 billion credit facility when needed and if our other backup financial arrangements are not available to support the commercial paper program, our credit rating of the program and our ability to continue issuing commercial paper would likely be impaired.

In October 2006, we entered into a new $7.5 billion credit facility. The facility is intended to insure the Company’s immediate and continued access to additional liquidity. The facility also is available for working capital purposes as well as to pay or repay any outstanding borrowings of the Company. Under this facility, we also have until February 22, 2007 to file our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2006 and September 30, 2006. We cannot assure you that we will be able to file these Form 10-Qs by February 22, 2007, and if we are not able to make this filing within that time period, that we will be able to obtain an amendment or waiver. If we are not able to obtain an amendment/waiver under the $7.5 billion credit facility when needed, the Company’s ability to obtain immediate and continued access to additional liquidity would likely be impaired.