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): May 1, 2006

UnitedHealth Group Incorporated
__________________________________________
(Exact name of registrant as specified in its charter)

Minnesota	0-10864	41-1321939
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	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

Not Applicable
______________________________________________
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 7.01 Regulation FD Disclosure.

UnitedHealth Group Incorporated (the "Company") issued the press release attached hereto as Exhibit 99.

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

UnitedHealth Group and its representatives may from time to time make written and oral forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA), including statements in this report, in presentations, press releases, filings with the Securities and Exchange Commission, to stockholders and in meetings with analysts and investors. Generally the words "believe," "expect," "intend," "estimate," "anticipate," "project," "will" and similar expressions identify forward-looking statements, which generally are not historical in nature. These statements may contain information about financial prospects, economic conditions, trends and unknown certainties. We caution that actual results could differ materially from those that ma nagement expects, depending on the outcome of certain factors. These forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the results discussed in the forward-looking statements. Some factors that could cause results to differ materially from the forward-looking statements include:

• increases in health care costs that are higher than we anticipated in establishing our premium rates, including increased consumption of or costs of medical services;

• heightened competition as a result of new entrants into our market, and consolidation of health care companies and suppliers;

• events that may negatively affect our contract with AARP;

• uncertainties regarding changes in Medicare, including coordination of information systems and accuracy of certain assumptions;

• funding risks with respect to revenue received from Medicare and Medicaid programs;

• increa ses in costs and other liabilities associated with increased litigation, legislative activity and government regulation and review of our industry;

• our ability to execute contracts on competitive terms with physicians, hospitals and other service providers;

• regulatory and other risks associated with the pharmacy benefits management industry;

• failure to maintain effective and efficient information systems, which could result in the loss of existing customers, difficulties in attracting new customers, difficulties in determining medical costs estimates and appropriate pricing, customer and physician and health care provider disputes, regulatory violations, increases in operating costs, or other adverse consequences;

• possible impairment of the value of our intangible assets if future results do not adequately support goodwill and intangible assets recorded for businesses that we acquire;

• potential noncompliance by our busi ness associates with patient privacy data;

• misappropriation of our proprietary technology; and

• anticipated benefits of acquiring PacifiCare may not be realized.

This list of important factors is not intended to be exhaustive. A further list and description of some of these risks and uncertainties can be found in our reports filed with the Securities and Exchange Commission from time to time, including our annual reports on Form 10-K and quarterly reports on Form 10-Q. Any or all forward-looking statements we make may turn out to be wrong. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Except to the extent otherwise required by federal securities laws, we do not undertake to publicly update or revise any forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

Press Release dated May 1, 2006

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.

	UnitedHealth Group Incorporated
May 1, 2006	By:	David J. Lubben
		Name: David J. Lubben
		Title: General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99	Press Release dated May 1, 2006

EX-99

N E W S R E L E A S E

Contact: Mark Lindsay
Director, Public Communications and Strategy
UnitedHealth Group
952-992-4297

(For immediate release)

UNITEDHEALTH GROUP BOARD OF DIRECTORS INITIATES ADDITIONAL
GOVERNANCE, COMPENSATION CHANGES

Minneapolis (May 1, 2006) – The Board of Directors of UnitedHealth Group Incorporated (NYSE: UNH) announced today the adoption of a number of changes to the company’s governance and its executive and Board compensation structure. These changes build on compensation reforms the Board began taking in 2002.

While recognizing that the company’s exceptional long-term performance has driven unanticipated compensation levels, today the Board:

• Discontinued equity-based awards for the company’s most senior and longest tenured executives, including William W. McGuire, M.D., chairman and CEO; and Stephen J. Hemsley, president and COO;

• Eliminated severance compensation in connection with change-in-control transactions for the most senior executives;

• Capped Supplemental Retirement Plan benefits for executive officers;

• Eliminated perquisites such as life insurance and disability premium payments and reimbursement for personal use of corporate aircraft for certain executive officers;

• Eliminated company-funded post-retirement health insurance for Dr. McGuire and Mr. Hemsley;

• Established the Annual Shareholder Meeting as the grant date for stock options for existing employees (Option grants for new hires will coincide with date of service and promotion grants will coincide with regularly scheduled Compensation Committee meetings.);

• Set guidelines to further moderate the overall level of equity-based compensation. For those who continue to receive equity grants, the Compensation Committee of the Board will be mindful of the potential dollar value of such grants;

• Reduced Board compensation by 40 percent immediately, following an earlier reduction of 20 percent in 2005; and

• Established a Public Responsibility Committee of the Board. The Committee will focus on all dimensions of UnitedHealth Group’s corporate social responsibility.

The Board underscored that the company’s general compensation philosophy for all UnitedHealth Group employees will continue to emphasize the relationship between pay and performance and the alignment of employee and shareholder interests through equity-based incentive programs. This approach provides an incentive for all employees of the company to drive innovation and create the highest quality products and services for customers and continue to build value for shareholders.

Gail A. Wilensky, Ph.D., chairperson of the Board committee that oversees governance, said, “Today’s actions are significant steps in moving the company toward best practices in corporate governance and compensation matters. These actions will continue to ensure that compensation is fully aligned with the interests of our shareholders, and continues to enable us to attract and retain top-performing people.”

William C. Ballard, Jr., co-lead director, said, “UnitedHealth Group’s philosophy has always emphasized performance-based compensation. Over time, however, the company’s extraordinary financial performance has driven exceptional equity gains, which have overshadowed the pace of the reform efforts we began in 2002. Today’s strong steps continue the company’s efforts to achieve the highest standards of disclosure, transparency and corporate governance.”

William W. McGuire, M.D., chairman and CEO of UnitedHealth Group said, “Today’s decisive actions by UnitedHealth Group’s Board of Directors are a clear indication of the company’s commitment to good corporate governance, exceptional performance and integrity.”

As previously announced, in its meeting on April 26, 2006, the Board:

• Agreed that it will recommend that shareholders vote at the 2007 Annual Meeting to amend the company’s articles of incorporation to declassify its Board of Directors and remove supermajority approval requirements;

• Implemented share ownership guidelines for officers and directors;

• Implemented a requirement that all members of the Audit Committee be financial experts;

• Limited the number of boards of directors on which its directors may serve to six;

• Appointed co-presiding lead directors for executive sessions; and

• Required all directors to attend director’s education sessions.

The Board received a briefing from the Special Committee created to review historical stock option grants practices and related issues, and its outside counsel, William R. McLucas of the law firm of Wilmer Cutler Pickering Hale & Dorr. Mr. McLucas, the former Director of Enforcement of the Securities and Exchange Commission, was retained by the Committee in early April. The Committee reiterated that Mr. McLucas and his team have been given full authority and access to conduct a comprehensive review with no restrictions. The Committee reported that the review will move forward promptly, but it believes shareholders will understand the need for thoroughness as well as timeliness.

About UnitedHealth Group

UnitedHealth Group (www.unitedhealthgroup.com ) is a diversified health and well-being company dedicated to making health care work better. Headquartered in Minneapolis, Minn., UnitedHealth Group offers a broad spectrum of products and services through six operating businesses: UnitedHealthcare, Ovations, AmeriChoice, Uniprise, Specialized Care Services and Ingenix. Through its family of businesses, UnitedHealth Group serves approximately 70 million individuals nationwide.
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