UnitedHealth Group (UNH)

Until we are able to become current with our filings with the SEC, we may face several adverse consequences.

As described above, as a result of our historical stock option practices, management of the Company concluded, and the Audit Committee approved the conclusion, that due solely to the historical stock option practices, the Company’s historical financial information from 1994 to 2006 should no longer be relied upon. We have delayed filing our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2006 and September 30, 2006 and, although we are working as quickly as possible to complete our restatement and return to current filing status, we cannot provide assurance as to when this process will be completed. Because we are not current with our filings with the SEC, investors in our securities do not have the information required by SEC rules regarding our business and financial condition with which to make decisions regarding investment in our securities. In addition, until we are current with our SEC filings, the SEC will not declare a registration statement covering a public offering of securities effective under the Securities Act of 1933, and we will not be able to make offerings pursuant to existing registration statements or pursuant to certain “private placement” rules of the SEC under Regulation D to any purchasers not qualifying as “accredited investors.” We also will not be eligible to use a “short form” registration statement on Form S-3 to make equity or debt offerings for a period of 12 months after the time we become current in our filings. These restrictions could adversely affect our ability to raise capital, as well as our business, financial condition and results of operations. In addition, as discussed in the risk factor below, if we are not able to make these filings by February 22, 2007, our credit rating of our commercial paper program and our ability to continue issuing commercial paper would likely be adversely affected and our ability to obtain immediate and continued access to additional liquidity would likely be impaired, unless we received waivers or amendments from our lenders. We cannot assure you that these amendments or waivers will be received. See “Credit Facility Covenants” below for a description of the risks relating to our commercial paper program and rating and our access to additional liquidity.

Until we are able to become current with our filings with the SEC, we may face several adverse consequences.

As described above, as a result of our historical stock option practices, management of the Company concluded, and the Audit Committee approved the conclusion, that due solely to the historical stock option practices, the Company’s historical financial information from 1994 to 2006 should no longer be relied upon. We have delayed filing our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2006 and September 30, 2006 and, although we are working as quickly as possible to complete our restatement and return to current filing status, we cannot provide assurance as to when this process will be completed. Because we are not current with our filings with the SEC, investors in our securities do not have the information required by SEC rules regarding our business and financial condition with which to make decisions regarding investment in our securities. In addition, until we are current with our SEC filings, the SEC will not declare a registration statement covering a public offering of securities effective under the Securities Act of 1933, and we will not be able to make offerings pursuant to existing registration statements or pursuant to certain “private placement” rules of the SEC under Regulation D to any purchasers not qualifying as “accredited investors.” We also will not be eligible to use a “short form” registration statement on Form S-3 to make equity or debt offerings for a period of 12 months after the time we become current in our filings. These restrictions could adversely affect our ability to raise capital, as well as our business, financial condition and results of operations. In addition, as discussed in the risk factor below, if we are not able to make these filings by February 22, 2007, our credit rating of our commercial paper program and our ability to continue issuing commercial paper would likely be adversely affected and our ability to obtain immediate and continued access to additional liquidity would likely be impaired, unless we received waivers or amendments from our lenders. We cannot assure you that these amendments or waivers will be received. See “Credit Facility Covenants” below for a description of the risks relating to our commercial paper program and rating and our access to additional liquidity.