This excerpt taken from the UNH 8-K filed Aug 10, 2006.
FILES FORM 12b-25 WITH SECOND QUARTER UNAUDITED FINANCIAL INFORMATION
MINNEAPOLIS (August 9, 2006) UnitedHealth Group (NYSE: UNH) announced today that it will delay filing its quarterly report on Form 10-Q for the quarter ended June 30, 2006. As previously announced, in March 2006 the Companys board of directors initiated an independent review of the Companys stock option programs from 1994 to present. During the 13-year period under review, the Company made, in total, more than 45,000 separate option grants to roughly 15,000 individuals. This review is ongoing and no conclusions have been reached.
The Company delayed filing its second quarter Form 10-Q in light of the question as to whether some stock options may be subject to variable accounting under APB 25 (its historical basis of accounting), rather than fixed plan accounting, as was reflected for these options in the then-current estimate of the potential impact of stock option matters provided in the first quarter 2006 Form 10-Q. If, upon conclusion of the independent review, the Company determines that certain stock options are subject to variable accounting, the resulting non-cash charges under APB 25 for 2005 and prior years are likely to be significant because of the substantial increase in the Companys stock price during the period under review.
Under FAS 123R, the accounting standard currently applicable to the Company (and adopted for all historical periods), the Company believes that the potential impact of all stock option matters under review would not be material.
Also, the Company is filing with the SEC a Form 12b-25 containing unaudited financial information for second quarter 2006. The Companys independent registered public accounting firm has not completed its review of this information.
The Company will announce the findings of the independent review when it has been completed, including the impact of adjustments, if any, on the historical financial statements and whether any restatements of previously filed financial statements are required. Although there can be no assurance as to when the Independent Committee will complete its review, based upon the present schedule the Independent Committee currently expects its review to be substantially complete and a report of its preliminary findings to be made to the board of directors before the Companys Form 10-Q for the third quarter 2006 is required to be filed with the SEC.
The Company will not purchase shares under its stock repurchase program until it completes all required SEC filings, after which time the Company intends to resume its stock repurchase program.
On July 19, 2006, the Company announced its financial results for second quarter 2006 and increased its 2006 earnings outlook to a range of $2.91 to $2.95 per share, supported by expected cash flows from operations for 2006 of $5.8 billion or more.