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CURRENT REPORT
filed pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

The following information is furnished pursuant to Item 12, “Results of Operations and Financial Condition.”

UnitedHealth Group Incorporated (the “Company”) has issued a press release discussing fourth quarter 2003 results. The press release is included as Exhibit 99 hereto. The press release contains forward-looking statements regarding the Company.

To supplement our consolidated financial results as determined by generally accepted accounting principles (GAAP), the press release also discloses the following non-GAAP information which management believes provides useful information to investors:

Certain account balances and financial measures have been presented in this earnings release excluding our AARP business. Management believes these disclosures are meaningful since underwriting gains or losses related to the AARP business are recorded as an increase or decrease to a rate stabilization fund (RSF) and the effects of changes in balance sheet amounts associated with the AARP program accrue to AARP policyholders through the RSF balance. Although the Company is at risk for underwriting losses to the extent cumulative net losses exceed the balance in the RSF, the Company has not been required to fund any underwriting deficits to date and management believes the RSF balance is sufficient to cover potential future underwriting or other risks associated with the contract.

The information furnished in this Item 12 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

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

The Company and its representatives may from time to time make written and oral forward-looking statements, including statements in presentations, press releases, filings with the Securities and Exchange Commission, reports to shareholders and in meetings with analysts and investors. 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 management expects, depending on the outcome of certain factors. Any or all

forward-looking statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Some factors that could cause actual results to differ materially from the forward-looking statements include:

•

increases in medical costs that are higher than anticipated in establishing our premium rates, including increased use of and cost of medical services;

•

increases in costs associated with increased litigation, legislative activity and government regulation and review of our industry, including costs associated with compliance with proposed legislation related to the Patients’ Bill of Rights, e-commerce activities and consumer privacy issues;

•

heightened competition as a result of new entrants into our market, mergers and acquisitions of health care companies and suppliers and expansion of physician or practice management companies;

•

events that may negatively affect our contract with AARP, including any failure on our part to service AARP customers in an effective manner and any adverse events that directly effect AARP or its business partners;

•

significant deterioration in economic conditions, including the effects of acts of terrorism, particularly bioterrorism.

This list of important factors is not intended to be exhaustive. A further list and description of these risks, uncertainties and other matters can be found in UnitedHealth Group’s reports filed with the Securities and Exchange Commission from time to time, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Except to the extent otherwise required by federal securities laws, in making these statements, we are not undertaking to address or update each statement in future filings or communications regarding our business or results, and are not undertaking to address how any of these factors may have caused results to differ from discussions or information contained in previous filings or communications.

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.

N E W S R E L E A S E


		Contacts:		John S. Penshorn Director of Capital Markets Communications & Strategy 952-936-7214

				Patrick J. Erlandson Chief Financial Officer 952-936-5901

UNITEDHEALTH GROUP REPORTS RECORD
FOURTH QUARTER AND FULL YEAR EARNINGS OF $0.83 AND $2.96 PER SHARE

MINNEAPOLIS (January 22, 2004) — UnitedHealth Group (NYSE: UNH) achieved record results in the fourth quarter and full year ended December 31, 2003, reported Chairman and CEO William W. McGuire, M.D. The exceptional performance was driven by balanced contributions across the diversified family of UnitedHealth Group businesses. Based on the elements and key factors embedded in these results, the Company has further increased its expectations for earnings growth and performance in 2004.

	•		Fourth quarter earnings per share of $0.83 increased 38 percent from $0.60 in the fourth quarter of 2002, and improved 6 cents or 8 percent from the third quarter of 2003.

	•		Full year earnings per share of $2.96 increased 39 percent from $2.13 per share in 2002.

	•		Fourth quarter consolidated net earnings increased to $507 million, up $128 million or 34 percent year-over-year and $31 million or 7 percent on a sequential quarter basis. Full year net earnings advanced to $1.825 billion, up $473 million or 35 percent over 2002 results.

	•		Consolidated fourth quarter revenues increased $841 million or 13 percent year-over-year to $7.5 billion. Revenues for full year 2003 increased $3.8 billion or 15 percent to $28.8 billion, reflecting balanced growth across the Company’s multiple business segments.

	•		Operating costs were 16.7 percent of revenues in the fourth quarter, an improvement of 80 basis points from the fourth quarter of 2002 and a 20 basis point improvement sequentially. The full year operating cost ratio of 16.9 percent also improved significantly from 17.5 percent in 2002.

	•		Earnings from operations increased to $810 million in the fourth quarter, up $201 million or 33 percent over the prior year, and up $47 million or 6 percent sequentially. Full year earnings from operations of $2.94 billion advanced 34 percent over 2002 results.

	•		Consolidated fourth quarter operating margin improved to 10.8 percent from 9.1 percent in the fourth quarter of 2002. Full year operating margin of 10.2 percent improved 150 basis points from 8.7 percent in 2002.

	•		Excluding the AARP division of Ovations,

	•		December 31, 2003 accounts receivable increased $7 million or 2 percent sequentially and $23 million or 6 percent year-over-year to $393 million, even as related quarterly revenues increased $704 million year-over-year or 12 percent during this time frame. There were less than six days sales outstanding in accounts receivable at year end.

	•		Medical costs days payable, at 68 days, were flat on a sequential quarter basis and increased two days from 66 days at December 31, 2002. Medical costs payable increased $430 million or 15 percent year-over-year, standing at $3.3 billion at December 31, 2003.

	•		During the fourth quarter, the Company realized favorable development of $20 million in its estimates of medical costs incurred in 2002, bringing the full year effect of changes in estimates to $150 million or 0.8 percent of the $18 billion in medical costs reported for 2002.

	•		The Company also realized $70 million in positive development related to estimates of medical costs incurred in the first nine months of 2003. This change in the estimate of medical costs incurred within the first three quarters of 2003 had no effect on 2003 full year earnings of $2.96 per share.

	•		Fourth quarter investment income of $77 million increased $22 million year-over-year and $14 million from the third quarter due to an increase in investable assets. The net realized capital gain in the fourth quarter of $8 million was consistent with the $8 million gain realized in the third quarter of 2003.

	•		Cash flows from operations were $870 million for the fourth quarter, bringing full year cash flows from operations to more than $3.0 billion, up 24 percent year-over-year.

	•		During the fourth quarter the Company completed its $500 million cash acquisition of Golden Rule Financial Corporation.

	•		The Company repurchased 4 million shares in the fourth quarter, bringing the full year repurchase total to more than 33 million shares at an average per share price of less than $47.

	•		Fourth quarter 2003 annualized return on equity was 41.1 percent, with full year return on equity reaching 39.0 percent, up from 33.0 percent in 2002.

“We are pleased to report that our customer service metrics, across all of our businesses, are the best they have ever been. Each of our businesses is also well underway in advancing new quality initiatives designed to further elevate their performance and establish new standards of service excellence and efficiency,” Dr. McGuire said. “Our 2004 outlook includes strong revenue and earnings performance across our businesses, with sequential quarterly earnings gains and consistent double-digit operating margins for the overall company. Including the benefits of the proposed acquisition of Mid Atlantic Medical Services, which we expect to close by the end of the first quarter of 2004, we have increased our projection for per share earnings growth to 25 percent to 26 percent over the record $2.96 per share earned in 2003.”

The Health Care Services segment consists of the UnitedHealthcare, AmeriChoice and Ovations business units. UnitedHealthcare coordinates network-based health and well-being services on behalf of local employers and consumers. AmeriChoice facilitates and manages health care services for state Medicaid programs and their beneficiaries. Ovations delivers health and well-being services to Americans over the age of 50, including the administration of supplemental health insurance coverage on behalf of AARP.

	•		Fourth quarter 2003 Health Care Services revenues grew $703 million or 12 percent year-over-year to $6.5 billion. Full year revenues increased $3.3 billion or 15 percent to $24.8 billion.

	•		Fourth quarter Health Care Services operating earnings of $523 million increased $141 million or 37 percent year-over-year and $33 million or 7 percent sequentially.

	•		Fourth quarter operating margin of 8.1 percent expanded 150 basis points year-over-year and 20 basis points sequentially. The full year operating margin of 7.5 percent, up 130 basis points year-over-year, reflected operating margin expansion from each of the three major businesses represented in the Health Care Services reporting segment.

	•		Fourth quarter revenues of $4.1 billion for UnitedHealthcare increased $486 million or 14 percent year-over-year.

	•		During the fourth quarter, UnitedHealthcare closed its previously announced acquisition of Golden Rule Financial Corporation, a national leader in the individual health insurance market and a pioneer in the design and application of individual medical savings account products. Golden Rule now operates as a freestanding business unit focused on pursuing the individual insurance market at scale. Golden Rule contributed $129 million in revenues to UnitedHealthcare in the fourth quarter.

	•		The UnitedHealthcare commercial business brought services to 435,000 more people during the fourth quarter due to growth in new customers served and the acquisition of Golden Rule.

	•		The full year commercial medical care ratio of 80.0 percent improved from 81.8 percent in 2002 as medical cost trends continued to moderate due to a variety of economic and market conditions coupled with effective health care management and coordination services. In addition, the year-over-year mix shift in 2003 toward smaller-sized customer accounts, which generally have higher broker distribution costs and lower medical care ratios, contributed to the decline in this ratio.

	•		AmeriChoice fourth quarter revenues of $719 million increased $109 million or 18 percent year-over-year and $51 million or 8 percent sequentially. Full year AmeriChoice revenue of $2.7 billion increased 13 percent year-over-year on an intrinsic growth rate basis.

	•		AmeriChoice increased enrollment by 15,000 in the fourth quarter of 2003, bringing full year growth to 75,000 individuals or 7 percent. The Company now serves more than 1.1 million people.

	•		Ovations fourth quarter revenues of $1.7 billion grew $108 million or 7 percent year-over year. Full year Ovations revenues increased $319 million or 5 percent over 2002 results.

	•		Full year earnings from operations for Ovations increased by approximately 20 percent again in 2003 due to overall revenue growth and operating margin expansion in the business.

Uniprise provides network-based health and well-being services, business-to-business transaction processing services, consumer connectivity, and technology support services to large employers and health plans.

	•		Uniprise revenues increased $83 million or 12 percent over fourth quarter 2002 and $382 million or 14 percent for full year 2002, reaching $785 million and $3.1 billion for the respective periods.

	•		Uniprise directly serves more than 9 million people in the national multi-location employer segment. Economy-related job losses impacted Uniprise by approximately 65,000 individuals served in the fourth quarter, a level consistent with recent quarters’ results. Uniprise management estimates it added approximately 500,000 net new consumer clients in early 2004, consistent with its long-standing goal of increasing market share by at least 1 percentage point per year.

	•		The Uniprise operating margin of 19.2 percent expanded 70 basis points year-over-year and declined 60 basis points sequentially, as operating earnings grew $21 million year-over-year but decreased $3 million from third quarter 2003 as a result of fourth quarter enrollment costs and plan changes related to 2004 enrollment activities.

	•		Full year operating income of $610 million increased $93 million or 18 percent over 2002 results.

Specialized Care Services offers a comprehensive array of specialized benefits, networks, services and resources to help consumers improve their health and well-being.

	•		Fourth quarter revenues rose to $485 million, up $99 million or 26 percent year-over-year and $9 million or 2 percent from the third quarter of 2003. Full year revenues of $1.9 billion increased $369 million or 24 percent, reflecting a year of exceptional organic growth for the businesses in this segment.

	•		The Specialized Care Services fourth quarter operating margin of 21.4 percent expanded 40 basis points from the third quarter of 2003 and 90 basis points year-over-year. Similarly, full year operating margin increased 150 basis points to 20.5 percent. The operating margin improvement reflected a continuation of the segment’s significant progress in aligning assets, technology and operating platforms to improve performance.

	•		Fourth quarter operating earnings of $104 million increased $25 million or 32 percent year-over-year and $4 million or 4 percent sequentially. Full year earnings grew 35 percent year-over-year to $385 million.

Ingenix is an international leader in the field of health care data, analysis and application. Ingenix serves multiple health care market segments on a business-to-business basis, including pharmaceutical companies, health insurers and other payers, physicians and other health care providers, large employers and governments.

	•		Ingenix fourth quarter revenues increased $24 million or 15 percent year-over-year and $31 million or 21 percent sequentially to $179 million in the fourth quarter of 2003. Gains were driven by the traditional seasonal pick-up for Ingenix syndicated content products and software and a year-over-year lift in pharmaceutical services revenues as work began on new service contracts.

	•		On a full year basis, Ingenix grew revenues by $83 million or 17 percent over 2002 results, led by expansion in its health intelligence offerings.

	•		Ingenix operating earnings increased $14 million or 78 percent year-over-year and $13 million or 68 percent on a sequential quarter basis. Full year operating earnings increased $20 million or 36 percent as operating margin expanded 190 basis points to 13.1 percent. Improving performance on pharmaceutical services business and strong earnings contributions from data, software and informatics products provided the year-over-year and sequential earnings gains.

Business Description
UnitedHealth Group is a diversified health and well-being company that provides a broad spectrum of resources and services to help people improve their health and well-being through all stages of life. Consolidated UnitedHealth Group operating results include the operating performance of the Company’s four reportable business segments — Health Care Services (which includes the results of UnitedHealthcare, AmeriChoice and Ovations), Uniprise, Specialized Care Services and Ingenix.

Forward-Looking Statements
This news release may contain statements, estimates or projections that constitute “forward-looking” statements as defined under U.S. federal securities laws. Generally the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. A list and description of some of the 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, quarterly reports on Form 10-Q and current reports on Form 8-K. 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.

Earnings Conference Call
As previously announced, UnitedHealth Group will discuss the Company’s results, strategy and future outlook on a conference call with investors at 8:45 a.m. Eastern time today. UnitedHealth Group will host a live webcast of this conference call from the Company’s Web site (http://www.unitedhealthgroup.com). The conference call webcast is open to all interested parties.

UNITEDHEALTH GROUP
Earnings Release Schedules and Supplementary Information
Quarter Ended December 31, 2003

UNITEDHEALTH GROUP
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
(unaudited)


		Three Months Ended December 31,						Year Ended December 31,

		2003			2002			2003			2002

REVENUES
Premiums		$	6,657		$	5,868		$	25,448		$	21,906
Services			789			759			3,118			2,894
Investment and Other Income			77			55			257			220

	Total Revenues		7,523			6,682			28,823			25,020

COSTS
Medical Costs			5,381			4,830			20,714			18,192
Operating Costs			1,255			1,172			4,875			4,387
Depreciation and Amortization			77			71			299			255

	Total Costs		6,713			6,073			25,888			22,834

EARNINGS FROM OPERATIONS			810			609			2,935			2,186
Interest Expense			(24	)		(22	)		(95	)		(90	)

EARNINGS BEFORE INCOME TAXES			786			587			2,840			2,096
Provision for Income Taxes			(279	)		(208	)		(1,015	)		(744	)

NET EARNINGS		$	507		$	379		$	1,825		$	1,352

BASIC NET EARNINGS PER COMMON SHARE		$	0.87		$	0.63		$	3.10		$	2.23

DILUTED NET EARNINGS PER COMMON SHARE		$	0.83		$	0.60		$	2.96		$	2.13

Weighted-Average Common Shares Outstanding, Assuming Dilution			609			630			617			636

During the second quarter of 2003, we declared and paid a two-for-one stock split of the Company’s common stock in the form of a 100 percent common stock dividend. All share and per share amounts have been restated to reflect the stock split.

UNITEDHEALTH GROUP
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions)
(unaudited)


			December 31,		December 31,
			2003		2002

ASSETS
Cash and Short-Term Investments			$	2,748	$	1,831
Accounts Receivable, net				745		664
Other Current Assets				2,627		2,679

		Total Current Assets		6,120		5,174
Long-Term Investments				6,729		4,498
Other Long-Term Assets				4,785		4,492

	Total Assets		$	17,634	$	14,164

LIABILITIES AND SHAREHOLDERS’ EQUITY
Medical Costs Payable			$	4,152	$	3,741
Commercial Paper and Current Maturities of Long-Term Debt				229		811
Other Current Liabilities				4,227		3,827

		Total Current Liabilities		8,608		8,379
Long-Term Debt, less current maturities				1,750		950
Future Policy Benefits for Life and Annuity Contracts (a)				1,677		—
Deferred Income Taxes and Other Liabilities				471		407
Shareholders’ Equity				5,128		4,428

	Total Liabilities and Shareholders’ Equity		$	17,634	$	14,164

The table below summarizes certain balance sheet data excluding AARP related amounts.


	December 31, 2003		December 31, 2002

Accounts Receivable, net	$	393	$	370
Other Current Assets	$	668	$	634
Other Current Liabilities	$	2,790	$	2,381
Medical Costs Payable	$	3,278	$	2,848
Days Medical Costs in Medical Costs Payable		68		66

(a)

Represents future policy benefits associated with the life insurance and annuity products of Golden Rule Financial Corporation, acquired November 2003.

UNITEDHEALTH GROUP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)


			Year Ended December 31,

			2003			2002

Operating Activities
	Net Earnings		$	1,825		$	1,352
	Noncash Items:
		Depreciation and amortization		299			255
		Deferred income taxes and other		91			154
	Net changes in operating assets and liabilities			788			662

		Cash Flows From Operating Activities		3,003			2,423

Investing Activities
	Cash paid for acquisitions			(590	)		(302	)
	Purchases of property, equipment and capitalized software			(352	)		(419	)
	Net sales and maturities/(purchases) of investments			197			(670	)

		Cash Flows Used For Investing Activities		(745	)		(1,391	)

Financing Activities
	Common stock repurchases			(1,607	)		(1,815	)
	Net change in commercial paper and debt			218			177
	Other, net			263			196

		Cash Flows Used For Financing Activities		(1,126	)		(1,442	)

Increase (Decrease) in cash and cash equivalents				1,132			(410	)
Cash and cash equivalents, beginning of period				1,130			1,540

Cash and cash equivalents, end of period			$	2,262		$	1,130


		Three Months Ended December 31,						Year Ended December 31,

		2003			2002 (a)			2003			2002 (a)

UnitedHealthcare		$	4,084		$	3,598		$	15,585		$	13,667
Ovations			1,660			1,552			6,548			6,229
AmeriChoice			719			610			2,674			1,656

	Health Care Services		6,463			5,760			24,807			21,552
Uniprise			785			702			3,107			2,725
Specialized Care Services			485			386			1,878			1,509
Ingenix			179			155			574			491
Corporate and eliminations			(389	)		(321	)		(1,543	)		(1,257	)

	Total Consolidated	$	7,523		$	6,682		$	28,823		$	25,020


		Three Months Ended December 31,				Year Ended December 31,

		2003		2002 (a)		2003		2002 (a)

Health Care Services		$	523	$	382	$	1,865	$	1,328
Uniprise			151		130		610		517
Specialized Care Services			104		79		385		286
Ingenix			32		18		75		55

	Total Consolidated	$	810	$	609	$	2,935	$	2,186

(a)

Effective January 1, 2003, the Company transferred Medicaid-related business oversight from UnitedHealthcare to AmeriChoice, as well as certain Medicare-related businesses from UnitedHealthcare to Ovations and managed health plan services from UnitedHealthcare to Uniprise. The 2002 segment financial information has been restated for comparability purposes to conform to the current composition of business segments. The restatement had no effect on previously reported 2002 consolidated financial information.

HEALTH CARE SERVICES AND UNIPRISE
FRANCHISE PROFILE
(individuals served in thousands)
(unaudited)


			December		September		June		December
			2003		2003		2003		2002

Health Care Services Commercial:
	Risk-Based			5,400		5,005		4,985		5,070
	Fee-Based			2,895		2,855		2,805		2,715

		Total Health Care Services Commercial		8,295		7,860		7,790		7,785
Uniprise				9,060		9,125		9,200		8,640

		Total Commercial		17,355		16,985		16,990		16,425

Health Care Services Government Programs:
	Medicare			230		225		225		225
	Medicaid			1,105		1,090		1,070		1,030

		Total Health Care Services Government Programs		1,335		1,315		1,295		1,255

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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)


	Item 7. Financial Statements and Exhibits.
	Item 12. Results of Operations and Financial Condition.
SIGNATURES
EXHIBIT INDEX
Press Release


		UNITEDHEALTH GROUP INCORPORATED

		By:		/s/ David J. Lubben

				David J. Lubben General Counsel & Secretary


Exhibit No.		Description

99		Press Release, dated January 22, 2004, issued by the Company

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents


• Fourth Quarter Revenues Up 13%		• Full Year Revenues Up 15%
• Fourth Quarter Operating Margin of 10.8%		• Full Year Operating Margin of 10.2%
• Fourth Quarter Cash Flows of $870 Million		• Full Year Cash Flows Above $3.0 Billion
• Fourth Quarter Return on Equity of 41%		• Full Year Return on Equity of 39%
• Fourth Quarter EPS Rose 38%		• Full Year EPS Rose 39%


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