On January 22, 2009, UnitedHealth Group Incorporated (the "Company") issued a press release announcing its fourth quarter and full year 2008 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:

1. adjusted full year 2007 earnings from operations, operating cost ratio, and operating margin, each of which excludes certain charges under
Section 409A of the Internal Revenue Code;

2. adjusted third quarter 2008 earnings from operations and operating margin, each of which excludes a benefit from a change in the estimated net costs to settle two class action lawsuits related to the Company's historical stock option practices (the "Option Practices Actions");

3. adjusted fourth quarter 2008 earnings from operations, net earnings, diluted net earnings per common share, operating cost ratio, operating margin, and income tax rate, each of which excludes a pre-tax operating cost charge for the settlement of class action litigation related to reimbursement for out-of-network medical services (the "Out-of-Network Reimbursement Action") and a pre-tax reduction in operating costs for insurance recoveries and legal fees related to various matters;

4. adjusted full year 2008 earnings from operations, net earnings, diluted net earnings per common share, operating cost ratio, operating margin, and income tax rate, each of which excludes the following items:

• the items discussed in 3 above;

• a pre-tax operating cost charge for the settlement of the Option Practices Actions 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; and

5. adjusted full year 2008 cash flows from operations and ratio of cash flows from operations to net earnings, each of which excludes net cash payments for the settlement of the Option Practices Actions.

Full year 2007 earnings from operations                                $ 7.8 billion
Full year 2007 operating cost ratio                                             14.0 %
Full year 2007 operating margin                                                 10.4 %
Third quarter 2008 earnings from operations                            $ 1.6 billion
Third quarter 2008 operating margin                                              7.9 %
Fourth quarter 2008 earnings from operations                           $ 1.3 billion
Fourth quarter 2008 net earnings                                       $ 726 million
Fourth quarter 2008 diluted net earnings per common share              $        0.60
Fourth quarter 2008 operating cost ratio                                        17.0 %
Fourth quarter 2008 operating margin                                             6.3 %
Fourth quarter 2008 income tax rate                                             35.4 %
Full year 2008 earnings from operations                                $ 5.3 billion
Full year 2008 net earnings                                            $ 3.0 billion
Full year 2008 diluted net earnings per common share                   $        2.40
Full year 2008 operating cost ratio                                             16.1 %
Full year 2008 operating margin                                                  6.5 %
Full year 2008 income tax rate                                                  35.6 %
Full year 2008 cash flows from operations                              $ 4.2 billion
Full year 2008 ratio of cash flows from operations to net earnings               1.4


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.