Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 20, 2009

 

 

UNITEDHEALTH GROUP INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

 

Minnesota   1-10864   41-1321939

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

UnitedHealth Group Center, 9900 Bren Road East, Minnetonka, Minnesota   55343
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (952) 936-1300

N/A

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02. Results of Operations and Financial Condition.

On October 20, 2009, UnitedHealth Group Incorporated (the “Company”) issued a press release announcing its third 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 with respect to the third quarter of 2008: adjusted third quarter 2008 operating cost ratio, operating margin, and earnings from operations, 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 most directly comparable GAAP financial measures to these non-GAAP measures are as follows:

 

Third quarter 2008 operating cost ratio

     14.8

Third quarter 2008 operating margin

     7.9

Third quarter 2008 earnings from operations

   $ 1.6 billion   

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.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit

  

Description

99.1    Press Release dated October 20, 2009

 

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 20, 2009

 

UNITEDHEALTH GROUP INCORPORATED
By:   /S/    CHRISTOPHER J. WALSH        
  Christopher J. Walsh
 

Senior Vice President, Senior Deputy General

Counsel and Assistant Corporate Secretary

 

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EXHIBIT INDEX

 

Exhibit

  

Description

99.1    Press Release dated October 20, 2009

 

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