United Healthcare 2006 Annual Report Download - page 118

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Stock Incentive Plan, as amended, which was not approved by the company’s shareholders, but the shares
issuable under the 1998 Broad-Based Stock Incentive Plan were subsequently included in the number of
shares approved by the Company’s shareholders when approving the 2002 Stock Incentive Plan.
(2) Excludes 8,154,346 shares underlying stock options assumed by us in connection with our acquisition of the
companies under whose plans the options originally were granted. These options have a weighted-average
exercise price of $17.86 and an average remaining term of approximately 4.80 years. The options are
administered pursuant to the terms of the plan under which the option originally was granted. No future
options or other awards will be granted under these acquired plans.
(3) Includes 3,944,915 shares of common stock available for future issuance under the Employee Stock
Purchase Plan as of December 31, 2006, and 82,999,831 shares available under the 2002 Stock Incentive
Plan as of December 31, 2006. Shares available under the 2002 Stock Incentive Plan may become the
subject of future awards in the form of stock options, stock appreciation rights, restricted stock, restricted
stock units, performance awards and other stock-based awards, except that only 26,165,516 of these shares
are available for future grants of awards other than stock options or stock appreciation rights.
The information required by Item 403 of Regulation S-K will be included under the heading “Security
Ownership of Certain Beneficial Owners and Management” 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 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by Items 404 and 407(a) of Regulation S-K will be included under the headings
“Certain Relationships and Transactions” and “Corporate Governance” in our definitive proxy statement for the
Annual Meeting of Shareholders to be held May 29, 2007, and such required information is incorporated herein
by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Item 9(e) of Schedule 14A will be included under the heading “Independent
Registered Public Accounting Firm” in our definitive proxy statement for the Annual Meeting of Shareholders to
be held May 29, 2007, and such required information is incorporated herein by reference.
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