On July 21, 2009, UnitedHealth Group Incorporated (the "Company") issued a press release announcing its second quarter 2009 results. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The press release contains the following non-GAAP financial measures: adjusted second quarter 2008 earnings from operations, diluted net earnings per common share, operating margin, and operating cost ratio, each of which excludes a pre-tax operating cost charge for settlement of two class action lawsuits related to the Company's historical stock option practices and related legal costs, a pre-tax operating cost charge for employee severance related to operating cost reduction initiatives and other items, and a pre-tax reduction in operating costs for proceeds from the sale of certain assets and membership in the individual Medicare Advantage business in Nevada in May 2008.

The most directly comparable GAAP financial measures to these non-GAAP measures are as follows:

    Second quarter 2008 earnings from operations                $ 673 million
    Second quarter 2008 diluted net earnings per common share   $        0.27
    Second quarter 2008 operating margin                                  3.3 %
    Second quarter 2008 operating cost ratio                             18.5 %

Reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures are attached to the press release.

The information in this Item 2.02 shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

99.1 Press Release dated July 21, 2009