United Healthcare 2006 Annual Report Download - page 117

ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Code of Ethics
We have adopted a Code of Business Conduct and Ethics that applies to all of our employees and directors. The
Code of Ethics is published on our Web site at www.unitedhealthgroup.com. Any amendments to the Code of
Ethics and waivers of the Code of Ethics for our Chief Executive Officer, Chief Financial Officer, Chief
Accounting Officer or Controller will be published on our Web site. We will provide a copy of our Code of
Business Conduct and Ethics, free of charge, upon request. To request a copy, please submit your request to:
UnitedHealth Group Incorporated, 9900 Bren Road East, Minnetonka, MN 55343, Attn: Corporate Secretary.
Pursuant to General Instruction G(3) to Form 10-K and Instruction 3 to Item 401(b) of Regulation S-K,
information regarding our executive officers is provided in Item 1 of Part I of this Annual Report on Form 10-K
under the caption “Executive Officers of the Registrant.”
The remaining information required by Items 401, 405 and 407(c)(3), (d)(4) and (d)(5) of Regulation S-K will be
included under the headings “Corporate Governance,” “Election of Directors” and “Section 16(a) Beneficial
Ownership Reporting Compliance” in our definitive proxy statement for our Annual Meeting of Shareholders to
be held May 29, 2007, and such required information is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 402 of Regulation S-K will be included under the heading “Executive
Compensation” in our definitive proxy statement for our Annual Meeting of Shareholders to be held May 29,
2007, and such required information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information, as of December 31, 2006, concerning shares of common stock
authorized for issuance under all of our equity compensation plans.
Equity Compensation Plan Information
Plan Category
(a)
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(b)
Weighted-average
exercise price of
outstanding
options, warrants
and rights
(c)
Number of securities
remaining available for
future issuance under equity
compensation plans (excluding
securities reflected in column
(a)
Equity compensation plans approved by
shareholders (1) ..................... 172,024,026 $28.57 86,944,746(3)
Equity compensation plans not approved by
shareholders (2) ..................... — — —
Total ............................ 172,024,026 $28.57 86,944,746
(1) Consists of the UnitedHealth Group Incorporated 2002 Stock Incentive Plan, as amended, and the 1993
Qualified Employee Stock Purchase Plan, as amended. Includes 26,779,128 options to acquire shares of
common stock that were originally issued under the United HealthCare Corporation 1998 Broad-Based
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