United Healthcare 2005 Annual Report Download - page 74

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ITEM 11. EXECUTIVE COMPENSATION
The information included under the heading “Executive Compensation” in our definitive proxy statement for our
Annual Meeting of Shareholders to be held May 2, 2006, is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The information 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 ,
2006, is incorporated herein by reference.
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) ..... 174,030,671 $23.60 102,707,501(3)
Equity compensation plans not
approved by shareholders(2) ..... — — —
Total..................... 174,030,671 $23.60 102,707,501
(1) Consists of the UnitedHealth Group Incorporated 2002 Stock Incentive Plan, as amended, and the 1993 Qualified
Employee Stock Purchase Plan, as amended.
(2) Excludes 12,752,378 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 $16.20
and an average remaining term of approximately 5.74 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 5,834,475 shares of common stock available for future issuance under the Employee Stock Purchase Plan as of
December 31, 2005, and 96,873,026 shares available under the 2002 Stock Incentive Plan as of December 31, 2005.
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 26,233,466 of these shares are available for future grants of awards other than stock options or
stock appreciation rights.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain relationships and related transactions that appears under the heading “Certain
Relationships and Transactions” in our definitive proxy statement for the Annual Meeting of Shareholders to be
held May 2, 2006, is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information regarding accountant fees and services that appears under the heading “Independent Registered
Public Accounting Firm” in our definitive proxy statement for the Annual Meeting of Shareholders to be held
May 2, 2006, is incorporated herein by reference.
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