UnitedHealth Group (UNH)

We may be unable to completely and successfully remediate the material weakness which has been identified as of December 31, 2005 in connection with our stock option practices.

As described in the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2006, management reevaluated the Management Report on Internal Control over Financial Reporting included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (the “2005 Management Internal Control Report”). The Company has determined that it had a material weakness in internal control over financial reporting relating to stock option plan administration and accounting for and disclosure of stock option grants as of December 31, 2005. The existence of a material weakness as of December 31, 2005 would preclude management from concluding that the Company’s internal control over financial reporting was effective as of December 31, 2005. The Company intends to amend its 2005 Management Internal Control Report and expects to receive an adverse opinion on the Company’s internal control over financial reporting as of December 31, 2005 from Deloitte & Touche LLP, the Company’s independent registered public accounting firm. As disclosed in the Form 8-K filed with the SEC on November 8, 2006, the Company has substantially remediated this material weakness by taking significant actions in 2006 to strengthen the Company’s controls relating to stock option plan administration and accounting for and disclosure of stock option grants. However, no assurance can be given that we will be able to completely and successfully remediate this material weakness. If we are unable to completely and successfully remediate this material weakness, it could have a material adverse effect on our business, financial condition and results of operations.

We may be unable to completely and successfully remediate the material weakness which has been identified as of December 31, 2005 in connection with our stock option practices.

As described in the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2006, management reevaluated the Management Report on Internal Control over Financial Reporting included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (the “2005 Management Internal Control Report”). The Company has determined that it had a material weakness in internal control over financial reporting relating to stock option plan administration and accounting for and disclosure of stock option grants as of December 31, 2005. The existence of a material weakness as of December 31, 2005 would preclude management from concluding that the Company’s internal control over financial reporting was effective as of December 31, 2005. The Company intends to amend its 2005 Management Internal Control Report and expects to receive an adverse opinion on the Company’s internal control over financial reporting as of December 31, 2005 from Deloitte & Touche LLP, the Company’s independent registered public accounting firm. As disclosed in the Form 8-K filed with the SEC on November 8, 2006, the Company has substantially remediated this material weakness by taking significant actions in 2006 to strengthen the Company’s controls relating to stock option plan administration and accounting for and disclosure of stock option grants. However, no assurance can be given that we will be able to completely and successfully remediate this material weakness. If we are unable to completely and successfully remediate this material weakness, it could have a material adverse effect on our business, financial condition and results of operations.