UnitedHealth Group (UNH)

Items 2.02 and 8.01 Results of Operations and Financial Condition and Other Events.

On August 9, 2006, UnitedHealth Group Incorporated (the “Company”) filed with the Securities and Exchange Commission a Form 12b-25, which contains certain unaudited interim financial information of the Company for the quarter ended June 30, 2006 (the “Interim Financial Information”). The Interim Financial Information has not been reviewed by the Company’s independent registered public accounting firm. A copy of the Interim Financial Information is attached as Appendix I to the Form 12b-25 and is incorporated in this Item 2.02 by reference and deemed filed hereby.

On August 9, 2006, the Company issued a press release announcing that the Company will delay filing its Form 10-Q for the quarter ended June 30, 2006 and has filed a Form 12b-25 with the Securities and Exchange Commission. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated in this Item 8.01 by reference.

On August 9, 2006, the Company executed an amendment to the Company’s $1.3 billion credit facility to extend by 90 days the time required under its credit facility to deliver to its lenders its Form 10-Q for the quarter ended June 30, 2006. The Company currently has no outstanding balance on this credit facility, which also supports its commercial paper program. As of June 30, 2006, the Company had $509 million of outstanding commercial paper and $750 million of available cash.