UnitedHealth Group (UNH)

(Former name or former address, if changed since last report.)

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Effective October 23, 2009, the Compensation and Human Resources Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of UnitedHealth Group Incorporated (the “Company”) amended its equity award certificates listed in Item 9.01 pursuant to which executive officers of the Company may receive equity awards granted by the Compensation Committee under the Company’s 2002 Stock Incentive Plan. The Compensation Committee amended the equity award certificates to implement a requirement for Section 16 officers to retain one-third of the net shares acquired upon the vesting or exercise of equity awards for a period of one year.

Effective October 23, 2009, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, amended the Company’s Bylaws. The Bylaws were amended to provide for a Lead Independent Director in the event the Chair of the Board does not qualify as an independent director. The Bylaws were also amended to expand the information required to be provided to the Company by a shareholder proposing business or making a director nomination and to clarify that such information is required to be provided in connection with a proposal or nomination at a special meeting. A summary of the material amendments to the Bylaws are as follows:

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In addition to the material changes described above, the Bylaws were also amended to make certain other non-substantive changes.

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(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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:

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.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

At the close of business on April 3, 2009, the record date for the Annual Meeting of Shareholders, there were 1,181,338,477 shares of common stock of UnitedHealth Group Incorporated (the “Company”) outstanding and entitled to vote. At the Annual Meeting, holders of 1,046,032,576 shares of Company common stock were represented in person or by proxy. The shareholders of the Company voted on the following matters at the Annual Meeting:

1. Election of Directors. Nine directors were elected at the Annual Meeting as follows:

2. Ratification of the Appointment of Deloitte & Touche LLP. The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2009 was ratified as follows:

3. Shareholder Proposal. The shareholder proposal concerning an advisory vote on executive compensation was not approved as follows:

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(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On April 21, 2009, UnitedHealth Group Incorporated (the “Company”) issued a press release announcing its first 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:

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

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.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K furnished by UnitedHealth Group Incorporated (the “Company”) on February 11, 2009 (the “Original Form 8-K”). The Company is furnishing this Form 8-K/A to amend and replace Exhibit 100 to the Original Form 8-K. Due to a filing agent error, the Original Form 8-K contained an incorrect version of Exhibit 100, which should not be used or relied upon for any purpose.

Attached as Exhibit 100 to this report are the following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission on February 11, 2009, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Changes in Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements. Users of this data are advised pursuant to Rule 401 of Regulation S-T that the financial and other information contained in the XBRL documents is unaudited and that these are not the official publicly filed financial statements of the Company. The purpose of submitting these XBRL formatted documents is to test the related format and technology and, as a result, investors should continue to rely on the official filed version of the furnished documents and not rely on the information in this Current Report on Form 8-K, including Exhibit 100, in making investment decisions.

In accordance with Rule 402 of Regulation S-T, the information in this Current Report on Form 8-K, including Exhibit 100, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Attached as Exhibit 100 to this report are the following materials from UnitedHealth Group Incorporated’s (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission on February 11, 2009, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Changes in Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements. Users of this data are advised pursuant to Rule 401 of Regulation S-T that the financial and other information contained in the XBRL documents is unaudited and that these are not the official publicly filed financial statements of the Company. The purpose of submitting these XBRL formatted documents is to test the related format and technology and, as a result, investors should continue to rely on the official filed version of the furnished documents and not rely on the information in this Current Report on Form 8-K, including Exhibit 100, in making investment decisions.

In accordance with Rule 402 of Regulation S-T, the information in this Current Report on Form 8-K, including Exhibit 100, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On December 1, 2008, UnitedHealth Group Incorporated (the “Company”) issued a press release announcing that it will host its annual investor conference with institutional analysts and investors in New York City on Tuesday, December 2, 2008, beginning at 8:00 a.m. EST (the “Investor Conference”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Company will have an audio webcast of the Investor Conference on its Investors page at www.unitedhealthgroup.com. A replay of the Investor Conference will be available on the Company website through December 16, 2008. The slide book and the investor book containing answers to questions frequently asked by investors and related data about the Company’s businesses will also be available on the Company’s Investors page at www.unitedhealthgroup.com.

The information in this Item 7.01, including the exhibit attached hereto, 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.

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(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Attached as Exhibit 100 to this report are the following materials from UnitedHealth Group Incorporated’s (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2007, filed with the Securities and Exchange Commission on February 21, 2008, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Changes in Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements. Users of this data are advised pursuant to Rule 401 of Regulation S-T that the financial and other information contained in the XBRL documents is unaudited and that these are not the official publicly filed financial statements of the Company. The purpose of submitting these XBRL formatted documents is to test the related format and technology and, as a result, investors should continue to rely on the official filed version of the furnished documents and not rely on the information in this Current Report on Form 8-K, including Exhibit 100, in making investment decisions.

In accordance with Rule 402 of Regulation S-T, the information in this Current Report on Form 8-K, including Exhibit 100, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

2

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On July 2, 2008, UnitedHealth Group Incorporated (the “Company”) issued a press release updating its second quarter and full-year 2008 outlook. 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 for second quarter and full-year 2008, which exclude the impacts of the proposed settlement of the securities and Employee Retirement Income Security Act (ERISA) class action lawsuits described below, 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, and operating costs for employee severance related to operating cost reduction initiatives: adjusted second quarter 2008 net earnings per share estimate, adjusted full-year 2008 net earnings per share estimate, adjusted full-year 2008 earnings from operations estimate, and adjusted full-year 2008 cash flows from operations estimate. The most directly comparable GAAP financial measures to these non-GAAP measures are as follows, respectively:

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.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On February 4, 2008, UnitedHealth Group Incorporated (the “Company”) agreed to sell (i) $250,000,000 aggregate principal amount of its Floating Rate Notes due February 7, 2011 (the “2011 Notes”), (ii) $550,000,000 aggregate principal amount of its 4.875% Notes due February 15, 2013 (the “2013 Notes”), (iii) $1,100,000,000 aggregate principal amount of its 6.000% Notes due February 15, 2018 (the “2018 Notes”) and (iv) $1,100,000,000 aggregate principal amount of its 6.875% Notes due February 15, 2038 (the “2038 Notes” and, together with the 2011 Notes, the 2013 Notes and the 2018 Notes, the “Notes”), pursuant to the Underwriting Agreement, dated February 4, 2008 (“Underwriting Agreement”), among the Company and Banc of America Securities LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as representatives of the several underwriters listed on Schedule I of the Pricing Agreement (as defined below) and the accompanying Pricing Agreement, dated February 4, 2008 (“Pricing Agreement”), among the Company and Banc of America Securities LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as representatives of the several underwriters listed on Schedule I thereto.

The Notes will be issued pursuant to that certain Indenture, dated as of February 4, 2008, between the Company and U.S. Bank National Association, as trustee (the “Indenture”), and (i) the Officers’ Certificate and Company Order, dated February 7, 2008, relating to the 2011 Notes, (ii) the Officers’ Certificate and Company Order, dated February 7, 2008, relating to the 2013 Notes, (iii) the Officers’ Certificate and Company Order, dated February 7, 2008, relating to the 2018 Notes, and (iv) the Officers’ Certificate and Company Order, dated February 7, 2008, relating to the 2038 Notes, in each case, pursuant to Sections 201, 301 and 303 of the Indenture.

The Notes were issued on February 7, 2008, and have been registered under the Securities Act of 1933, as amended, pursuant to a shelf registration statement on Form S-3, File No. 333-149031. The Company is filing this Current Report on Form 8-K to file with the Securities and Exchange Commission certain items related to the issuance of the Notes that are to be incorporated by reference into the above referenced registration statement.

The Underwriting Agreement is attached hereto as Exhibit 1.1. The Pricing Agreement is attached hereto as Exhibit 1.2. The Officers’ Certificates and Company Orders relating to the 2011 Notes, 2013 Notes, 2018 Notes and 2038 Notes, each including the respective form of Note, are attached hereto as Exhibit 4.1, Exhibit 4.2, Exhibit 4.3 and Exhibit 4.4, respectively.

(d) Exhibits

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