8-K

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): August 9, 2002

UNITEDHEALTH GROUP INCORPORATED
(Exact name of registrant as specified in its charter)

Minnesota
(State or other jurisdiction
of incorporation) 0-10864
(Commission
File Number) 41-1321939
(I.R.S. Employer
Identification No.)

UnitedHealth Group Center, 9900 Bren Road East, Minnetonka, Minnesota (Address of principal executive offices)		55343 (Zip Code)
Registrant’s telephone number, including area code:	(952) 936-1300

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

TABLE OF CONTENTS

EX-99.1 Statement Under Oath of CEO

EX-99.2 Statement Under Oath of CFO

Item 7. Financial Statements and Exhibits

(c) Exhibits

Number	Description
99.1	Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings
99.2	Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings

Item 9. Regulation FD Disclosure

On August 13, 2002, UnitedHealth Group Incorporated (the “Company”) filed sworn statements of its Chief Executive Officer and Chief Financial Officer (the “Sworn Statements”) with the Securities and Exchange Commission (the “SEC”) pursuant to the SEC’s order of June 27, 2002, requiring the filing of sworn statements under Section 21(a)(1) of the Securities and Exchange Act of 1934, as amended (SEC File No. 4-460). The Sworn Statements are furnished herewith as Exhibits 99.1 and 99.2

-2-

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: August 13, 2002

UNITEDHEALTH GROUP INCORPORATED
By:	/s/ David J. Lubben
	David J. Lubben General Counsel & Secretary

INDEX TO EXHIBITS

Number	Description
99.1	Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings
99.2	Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings

EX-99.1 3 c70997exv99w1.htm EX-99.1 STATEMENT UNDER OATH OF CEO

Exhibit 99.1

STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER
REGARDING FACTS AND CIRCUMSTANCES RELATING
TO EXCHANGE ACT FILINGS

I, William W. McGuire, M.D., state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of UnitedHealth Group Incorporated (the “Company”), and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2)	I have reviewed the contents of this statement with the Company’s audit committee.
(3)	In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• December 31, 2001 Annual Report on Form 10-K of UnitedHealth Group Incorporated;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of UnitedHealth Group Incorporated filed with the Securities and Exchange Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

	Subscribed and sworn to before me this
	9th day of August 2002.
/s/ William W. McGuire
William W. McGuire, M.D.	/s/ Patricia K. Fritz Notary Public
August 9, 2002
	My Commission Expires:    1-31-2005

EX-99.2 4 c70997exv99w2.htm EX-99.2 STATEMENT UNDER OATH OF CFO

Exhibit 99.2

STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER
REGARDING FACTS AND CIRCUMSTANCES RELATING
TO EXCHANGE ACT FILINGS

I, Patrick J. Erlandson, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of UnitedHealth Group Incorporated (the “Company”), and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2)	I have reviewed the contents of this statement with the Company’s audit committee.
(3)	In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• December 31, 2001 Annual Report on Form 10-K of UnitedHealth Group Incorporated;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of UnitedHealth Group Incorporated filed with the Securities and Exchange Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

	Subscribed and sworn to before me this
	9th day of August 2002.
/s/ Patrick J. Erlandson
Patrick J. Erlandson	/s/ Patricia K. Fritz Notary Public
August 9, 2002
	My Commission Expires:    1-31-2005

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EX-99.1

Unitedhealth Group Incorporated

EX-99.2

Unitedhealth Group Incorporated