UnitedHealth Group (UNH)

Items 1.01 and 2.03. Entry into a Material Definitive Agreement; Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On October 16, 2006, UnitedHealth Group Incorporated (the “Company”) entered into a Credit Agreement with the lenders party thereto, JP Morgan Chase Bank, N.A., as Administrative Agent, and Citibank, N.A. and Bank of America, N.A., as Co-Syndication Agents, providing for a $7.5 billion 364-Day Revolving Credit Facility (the “Facility”). J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Banc of America Securities LLC are acting as Joint Lead Arrangers and Joint Bookrunners. The Facility is intended to insure the Company’s immediate and continued access to additional liquidity, if necessary, and to enhance the Company’s position in any litigation that is commenced with respect to the Company’s outstanding debt securities. The Facility is available for working capital purposes as well as to pay or repay any outstanding borrowings of the Company. As previously announced, the Company believes it is not in default under the indenture governing its outstanding debt securities and intends to defend itself vigorously.

As of the date hereof, no amounts are outstanding under the Facility. Interest rates on outstanding borrowings under the Facility will be determined by reference to LIBOR, with margins determined based on credit ratings, or to an alternate base rate, as described in the Facility. The Facility contains various representations, warranties, terms, conditions and covenants customary for financings of this type.

A copy of the Facility is filed as Exhibit 10.1 hereto and is incorporated by reference herein. The description of the Facility above is qualified in its entirety by reference to the full text of the Facility.