UnitedHealth Group (UNH)

Re-Evaluation of Disclosure Controls and Procedures as of March 31, 2006 and Changes in Internal Control Over Financial Reporting During the Quarter Ended March 31, 2006

In connection with the filing of Form 10-Q/A for the quarter ended March 31, 2006, management re-evaluated, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of March 31, 2006. Based upon that re-evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company had a material weakness in internal control over financial reporting solely relating to stock option plan administration and accounting for and disclosure of stock option grants as of March 31, 2006 and that, solely for this reason, its disclosure controls and procedures were not effective as of March 31, 2006.

As discussed in the Form 10-Q/A, during the first quarter of 2006, the Company took the following actions to address what appeared to be deficiencies which, in light of the matters discussed above, were subsequently identified as a material weakness in its internal control over financial reporting relating to stock option plan administration and accounting for and disclosure of stock option grants:

Re-Evaluation of Disclosure Controls and Procedures as of March 31, 2006 and Changes in Internal Control Over Financial Reporting During the Quarter Ended March 31, 2006

In connection with the filing of the Form 10-Q/A, management re-evaluated, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of March 31, 2006. Based upon that re-evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company had a material weakness in internal control over financial reporting solely relating to stock option plan administration and accounting for and disclosure of stock option grants as of March 31, 2006 and that, solely for this reason, its disclosure controls and procedures were not effective as of March 31, 2006.

As discussed in the Form 10-Q/A, during the first quarter of 2006, the Company took the following actions to address what appeared to be deficiencies which, in light of the matters discussed above, were subsequently identified as a material weakness in its internal control over financial reporting relating to stock option plan administration and accounting for and disclosure of stock option grants: