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): July 14, 2005

UNITEDHEALTH GROUP INCORPORATED

(Exact name of registrant as specified in its charter)

Minnesota	0-10864	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 July 14, 2005, UnitedHealth Group Incorporated (the “Company”) issued a press release discussing second quarter 2005 results. A copy of the press release is furnished herewith as Exhibit 99 and incorporated in this Item 2.02 by reference. 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 the overall benefit of the 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.

Adjusted operating cash flows is presented in the earnings release to facilitate the comparison of cash flows from operating activities for periods in which the Company does not receive all monthly premium payments from the Centers for Medicare and Medicaid Services (CMS). CMS is contractually obligated to pay their monthly premium on the first calendar day of the applicable month. If the first calendar day of the month falls on a weekend or a holiday, CMS pays the Company on the last business day of the preceding calendar month. As such, GAAP operating cash flows may vary depending upon the number of payments received by the Company from CMS during a particular period. Adjusted operating cash flows presents operating cash flows assuming that each monthly CMS premium payment was received on the first calendar day of the month.

UNITEDHEALTH GROUP

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(in millions)

(unaudited)

ADJUSTED CASH FLOWS FROM OPERATING ACTIVITIES

	Six Months Ended June 30,
	2005		2004
GAAP Cash Flows From Operating Activities	$	2,497	$	1,927
January CMS Premium Payment Received in December		275		175
Adjusted Cash Flows From Operating Activities	$	2,772	$	2,102

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 (including the earnings release attached as Exhibit 99 to this report and the earnings conference call described in such earnings release), filings with the Securities and Exchange Commission, reports to shareholders 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 management 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;

• increased competition and other uncertainties resulting from changes in Medicare laws;

• increases 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;

• 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;

• costs associated with compliance with restrictions on patient privacy, including system changes, development of new administrative processes, and potential noncompliance by our business associates;

• misappropriation of our proprietary technology;

• potential effects of terrorism, including increased use of health care services, disruption of information and payment systems, and increased health care costs; and

• our anticipated acquisition of PacifiCare Health Systems, Inc. may be delayed or impeded as a result of required governmental consents, approval by PacifiCare’s stockholders, and other conditions to the merger, which may increase the costs of the merger and reduce anticipated benefits.

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.

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: July 14, 2005

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

EXHIBITS

Number	Description
99	Press Release, dated July 14, 2005, issued by UnitedHealth Group

EX-99

Exhibit 99

N E W S     R E L E A S E

Contacts:	John S. Penshorn
	Senior Vice President
	952-936-7214
	Patrick J. Erlandson
	Chief Financial Officer
	952-936-5901

(For Immediate Release)

UNITEDHEALTH GROUP REPORTS RECORD

SECOND QUARTER NET EARNINGS OF $0.61 PER SHARE

• Revenues for Second Quarter Up 28% to $11.1 Billion

• Strong and Accelerating Growth Achieved across Multiple Business Segments

• Services Extended to 2 Million New Consumers Year-To-Date, including 580,000 Individuals in the Second Quarter

• Operating Margin Expanded to 11.8%

• Operating Cash Flows of $1.3 Billion, Up 27%

• Earnings Per Share Increased 30%

MINNEAPOLIS (July 14, 2005) – UnitedHealth Group (NYSE: UNH) achieved record results in the second quarter of 2005, reported Chairman and CEO William W. McGuire, M.D. Results were notable for the consistent operating performance and strong and diverse growth across the spectrum of UnitedHealth Group businesses. Dr. McGuire stated, “We are particularly pleased with the continued growth of the various businesses within UnitedHealth Group. For example, this year we have extended services to approximately 1 million more people in the major medical benefits businesses alone. These significant gains suggest that our product approaches and affordability initiatives present meaningful value differentiation to customers. And while it is gratifying to report these developments today, they more importantly represent the basis for a very positive future for our company.”

Quarterly Financial Performance
	Three Months Ended
	June 30, 2005			March 31, 2005			June 30, 2004
Revenues	$	11.11 billion		$	10.89 billion		$	8.70 billion
Earnings From Operations	$	1.31 billion		$	1.26 billion		$	945 million
Operating Margin		11.8	%		11.5	%		10.9	%

UnitedHealth Group Highlights

• Second quarter earnings per share of $0.61 increased 30 percent from $0.47 in the second quarter of 2004, and improved 3 cents or 5 percent from the first quarter of 2005.

• Second quarter consolidated net earnings increased to $809 million, up $213 million or 36 percent year-over-year and $30 million or 4 percent from the first quarter of 2005.

• Consolidated revenues of $11.1 billion increased $2.4 billion or 28 percent year-over-year, and $224 million or 2 percent from the first quarter of 2005.

• Customer growth continued to strengthen across UnitedHealth Group businesses in the second quarter. Gains in commercial business include approximately 70,000 people at Uniprise and 100,000 at UnitedHealthcare; 555,000 new individuals served through Specialized Care Services; 35,000 people purchasing active Medicare supplement products from Ovations and 10,000 seniors in its Medicare Advantage programs; and 5,000 people at AmeriChoice. Fifty thousand seniors became new users of the Ovations pharmacy discount drug card programs in the second quarter.

• Operating costs declined to 14.7 percent of revenues in the second quarter. This was an improvement of 80 basis points from the second quarter of 2004 and 20 basis points from the first quarter of 2005.

• Earnings from operations increased to $1.3 billion in the second quarter, up $365 million or 39 percent over the prior year, and up $54 million or 4 percent sequentially.

• Consolidated second quarter operating margin improved to 11.8 percent from 10.9 percent in the second quarter of 2004 and from 11.5 percent in the first quarter of 2005, reflecting diversified growth coupled with effective expense management.

UnitedHealth Group Highlights – Continued

• The consolidated medical care ratio, excluding the AARP division of Ovations, increased 10 basis points sequentially and decreased 80 basis points year-over-year to 79.0 percent in the second quarter of 2005.

• Consolidated medical costs payable, excluding the AARP division of Ovations, increased $300 million year-to-date. Medical costs days payable, which includes all recent acquisitions, was 64 days for the quarter, consistent with its level at year-end 2004 and at March 31, 2005.

• During the second quarter, the Company realized favorable development of $120 million in its estimates of medical costs incurred in 2004, reflecting continuing success in managing medical cost trends and facilitating appropriate medical care. The second quarter results also included $20 million in favorable development stemming from the first quarter of 2005.

• Accounts receivable, excluding the AARP division of Ovations, were $501 million at June 30, 2005 – remaining essentially flat sequentially – and represented well under 5 days sales outstanding.

• Cash flows from operations were $1.29 billion for the second quarter, up 27 percent year-over-year, bringing year-to-date operating cash flows to $2.5 billion. Adjusted to align CMS payment timing to the proper periods, year-to-date cash flows from operations were $2.77 billion.

• The Company repurchased 19 million shares during the second quarter of 2005, bringing the year-to-date total to 45 million shares or 3.5 percent of the shares outstanding at December 31, 2004.

• Second quarter 2005 annualized return on equity was 30 percent.

Closing Comment

“Our organizational intensity around disciplined business execution coupled with a relentless focus on the long-term imperatives of affordability, access, quality and usability — applied broadly within the heath care system — are reflected in our second quarter results,” Dr. McGuire stated. “This combination of business execution and forward strategy to address the needs of our diverse client base is working well. We continue to build a foundation for sustained differentiated service and value to all participants in the health care markets.

“Based on our strong financial performance in the first half of this year, we now foresee earnings per share growth for full year 2005 of approximately 25 percent, with results projected in the range of $2.45 to $2.47 per share,” concluded Dr. McGuire. “We are positioned to generate earnings of approximately $0.63 per share in the third quarter, a sizeable advance, particularly given the increase in Medicare Part D launch costs that we will absorb in earnings in the second half of 2005. We expect to continue to drive substantive gains in 2006, with earnings per share up at least 15 percent, excluding any contributions from the recently announced merger with PacifiCare, which will further strengthen our ability to meet customer needs in key geographies and end-market segments.”

Business Description – Health Care Services

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 multistate mid-sized and local employers and for consumers. AmeriChoice facilitates and manages health care services for state-sponsored Medicaid programs and their beneficiaries. Ovations delivers health and well-being services to Americans over the age of 50.

Quarterly Financial Performance
	Three Months Ended
	June 30, 2005			March 31, 2005			June 30, 2004
Revenues	$	9.81 billion		$	9.63 billion		$	7.59 billion
Earnings From Operations	$	944 million		$	910 million		$	636 million
Operating Margin		9.6	%		9.5	%		8.4	%

Key Developments for Health Care Services

• Revenues for Health Care Services grew $2.2 billion or 29 percent year-over-year and $184 million or 2 percent sequentially to $9.8 billion in the second quarter of 2005.

• Second quarter Health Care Services operating earnings of $944 million increased $308 million or 48 percent year-over-year and $34 million or 4 percent sequentially.

• Second quarter operating margin of 9.6 percent expanded 120 basis points year-over-year and 10 basis points sequentially.

Key Developments for Health Care Services – Continued

• UnitedHealthcare second quarter revenues of $6.7 billion increased $1.7 billion or 34 percent year-over-year and $88 million or 1.3 percent sequentially.

• In its commercial business, UnitedHealthcare increased the number of consumers served by 100,000 in the second quarter, bringing the year-to-date sales gain to approximately 200,000 people.

• UnitedHealthcare’s second quarter 2005 commercial medical care ratio of 78.6 percent compares to ratios of 78.4 percent and 79.4 percent in the first quarter of 2005 and the second quarter of 2004, respectively.

• During the second quarter UnitedHealthcare agreed to acquire privately held Neighborhood Health Partnership, a local health plan serving approximately 135,000 South Florida residents. This transaction is expected to close around the end of the third quarter of 2005.

• Ovations reported record revenues of $2.3 billion in the second quarter, up $463 million or 26 percent year-over-year and $79 million or 4 percent from the first quarter of 2005.

• AARP has announced it will exclusively brand an Ovations Medicare Part D drug benefit program, to be introduced nationwide in 2006.

• AmeriChoice second quarter revenues of $844 million increased $71 million or 9 percent year-over-year and $17 million or 2 percent from the first quarter of 2005.

• AmeriChoice membership grew by 35,000 people over the 12 months ended June 30, 2005, including 5,000 in the second quarter.

Business Description

Uniprise delivers 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, and provides health-related consumer and financial transaction products and services.

Quarterly Financial Performance
	Three Months Ended
	June 30, 2005			March 31, 2005			June 30, 2004
Revenues	$	962 million		$	941 million		$	843 million
Earnings From Operations	$	198 million		$	189 million		$	170 million
Operating Margin		20.6	%		20.1	%		20.2	%

Key Developments

• Second quarter revenues of $962 million increased $119 million or 14 percent year-over-year and $21 million or 2 percent over the first quarter of 2005.

• Uniprise increased the number of people it serves in the national multilocation employer segment by 70,000 in the second quarter, bringing the year-to-date gain to 665,000 consumers.

• Participation in consumer-driven health plan products grew by 80,000 people in the second quarter and exceeded 1 million people across UnitedHealth Group businesses as of June 30, 2005, reflecting growing market response to new approaches that provide clinical and financial transparency and consumer control.

• Exante Financial Services has been selected to provide financial and health savings account services to a total of 15 unaffiliated payers and processing intermediaries currently serving more than 3.3 million consumers.

• Uniprise operating earnings of $198 million grew $28 million or 16 percent year-over-year and $9 million or 5 percent over the first quarter of 2005. The Uniprise operating margin of 20.6 percent expanded 40 basis points year-over-year and one-half of 1 percent sequentially, reflecting ongoing gains in business process improvement.

Business Description

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

Quarterly Financial Performance
	Three Months Ended
	June 30, 2005			March 31, 2005			June 30, 2004
Revenues	$	678 million		$	647 million		$	573 million
Earnings From Operations	$	139 million		$	133 million		$	119 million
Operating Margin		20.5	%		20.6	%		20.8	%

Key Developments

• First quarter revenues rose to $678 million, up $105 million or 18 percent year-over-year and $31 million or 5 percent from the first quarter of 2005.

• Strong customer growth totaling 2.4 million people year-to-date was realized across the portfolio of Specialized Care Services companies, including 555,000 new individuals in the second quarter.

• Specialized Care Services strengthened its position in key Pacific and western states with the June 2005 acquisition of Pacific Dental Benefits, serving approximately 700,000 consumers.

• In the second quarter, earnings from operations of $139 million increased $20 million or 17 percent year-over-year and $6 million or 5 percent sequentially.

• The Specialized Care Services operating margin of 20.5 percent remained essentially unchanged in the second quarter, as strong year-over-year growth in comparatively lower margin service lines was balanced by continued gains in quality initiatives and operating efficiencies.

Business Description

Ingenix is a leader in the field of health care data, analysis and application, serving pharmaceutical companies, health insurers and other payers, physicians and other health care providers, large employers and governments.

Quarterly Financial Performance
	Three Months Ended
	June 30, 2005			March 31, 2005			June 30, 2004
Revenues	$	175 million		$	166 million		$	146 million
Earnings From Operations	$	29 million		$	24 million		$	20 million
Operating Margin		16.6	%		14.5	%		13.7	%

Key Developments

• Ingenix revenues increased $29 million, or 20 percent year-over-year, to $175 million in the second quarter of 2005, reflecting strong performance across the full scope of Ingenix product lines.

• The Ingenix contract revenue backlog across its diverse product lines reached $822 million at June 30, 2005. This compares to backlog levels of $646 million for the comparable prior year period and $665 million as of year-end 2004, demonstrating the growing revenue momentum building within this business.

• Ingenix second quarter operating earnings increased $9 million or 45 percent year-over-year and $5 million or 21 percent sequentially. Operating margin increased to 16.6 percent, up 210 basis points from first quarter 2005 and 290 basis points year-over-year. The results reflect the combination of strong contribution margins on consulting services and data and software product sales, as well as focused operating efficiencies across its business lines.

• During the second quarter Ingenix announced the launch of i3 Aperio, an advanced drug registry tool that will allow drug manufacturers and regulators to access data on the safety of newly introduced drugs faster and more efficiently than ever before.

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 more than 55 million individuals nationwide.

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 Investor Information page of the Company’s Web site (www.unitedhealthgroup.com). The webcast replay of the call will be available on the same site for one week following the live call. The conference call replay can also be accessed by dialing 1-800-642-1687, conference ID # 7048728. This earnings release and the Form 8-K dated July 14, 2005, which may also be accessed in the Investor Information section of the Company’s Web site, include a reconciliation of non-GAAP financial measures.

###

UNITEDHEALTH GROUP

Earnings Release Schedules and Supplementary Information

Quarter Ended June 30, 2005

• Consolidated Statements of Operations

• Condensed Consolidated Balance Sheets

• Condensed Consolidated Statements of Cash Flows

• Segment Financial Information

• Customer Profile Summary

UNITEDHEALTH GROUP

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2005			2004			2005			2004
REVENUES
Premiums	$	10,062		$	7,801		$	19,933		$	15,065
Services		920			813			1,822			1,602
Investment and Other Income		129			90			243			181
Total Revenues		11,111			8,704			21,998			16,848
COSTS
Medical Costs		8,061			6,326			15,963			12,195
Operating Costs		1,632			1,346			3,252			2,663
Depreciation and Amortization		108			87			217			169
Total Costs		9,801			7,759			19,432			15,027
EARNINGS FROM OPERATIONS		1,310			945			2,566			1,821
Interest Expense		(55	)		(28	)		(104	)		(52	)
EARNINGS BEFORE INCOME TAXES		1,255			917			2,462			1,769
Provision for Income Taxes		(446	)		(321	)		(874	)		(619	)
NET EARNINGS	$	809		$	596		$	1,588		$	1,150
BASIC NET EARNINGS PER COMMON SHARE	$	0.64		$	0.49		$	1.25		$	0.95
DILUTED NET EARNINGS PER COMMON SHARE	$	0.61		$	0.47		$	1.19		$	0.91
Diluted Weighted-Average Common Shares Outstanding		1,321			1,277			1,331			1,270

UNITEDHEALTH GROUP

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions)

(unaudited)

	June 30, 2005		December 31, 2004
ASSETS
Cash and Short-Term Investments	$	4,343	$	4,505
Accounts Receivable, net		914		906
Other Current Assets		2,803		2,830
Total Current Assets		8,060		8,241
Long-Term Investments		8,430		7,748
Other Long-Term Assets		12,031		11,890
Total Assets	$	28,521	$	27,879
LIABILITIES AND SHAREHOLDERS’ EQUITY
Medical Costs Payable	$	5,909	$	5,540
Commercial Paper and Current Maturities of Long-Term Debt		400		673
Other Current Liabilities		5,253		5,116
Total Current Liabilities		11,562		11,329
Long-Term Debt, less current maturities		3,850		3,350
Future Policy Benefits for Life and Annuity Contracts		1,719		1,669
Deferred Income Taxes and Other Liabilities		861		814
Shareholders’ Equity		10,529		10,717
Total Liabilities and Shareholders’ Equity	$	28,521	$	27,879
The table below summarizes certain balance sheet data excluding AARP related amounts:
	June 30, 2005		December 31, 2004
Accounts Receivable, net	$	501	$	517
Other Current Assets	$	1,011	$	947
Other Current Liabilities	$	4,016	$	3,743
Medical Costs Payable	$	4,941	$	4,641
Days Medical Costs in Medical Costs Payable		64		64

UNITEDHEALTH GROUP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(unaudited)

	Six Months Ended June 30,
	2005			2004
Operating Activities
Net Earnings	$	1,588		$	1,150
Noncash Items:
Depreciation and amortization		217			169
Deferred income taxes and other		63			27
Net changes in operating assets and liabilities		629			581
Cash Flows From Operating Activities		2,497			1,927
Investing Activities
Cash paid for acquisitions, net of cash assumed		(115	)		(638	)
Purchases of property, equipment and capitalized software		(222	)		(159	)
Net sales and maturities/(purchases) of investments		(471	)		348
Cash Flows Used For Investing Activities		(808	)		(449	)
Financing Activities
Common stock repurchases		(2,138	)		(1,253	)
Net change in commercial paper and debt		227			421
Other, net		273			192
Cash Flows Used For Financing Activities		(1,638	)		(640	)
Increase in cash and cash equivalents		51			838
Cash and cash equivalents, beginning of period		3,991			2,262
Cash and cash equivalents, end of period	$	4,042		$	3,100
Supplemental Schedule of Noncash Investing Activities:
Common Stock Issued for Acquisitions	$	—		$	1,932

UNITEDHEALTH GROUP

SEGMENT FINANCIAL INFORMATION

(in millions)

(unaudited)

REVENUES
	Three Months Ended June 30,						Six Months Ended June 30,
	2005			2004			2005			2004
UnitedHealthcare	$	6,694		$	5,004		$	13,300		$	9,583
Ovations		2,274			1,811			4,469			3,554
AmeriChoice		844			773			1,671			1,501
Health Care Services		9,812			7,588			19,440			14,638
Uniprise		962			843			1,903			1,678
Specialized Care Services		678			573			1,325			1,127
Ingenix		175			146			341			286
Corporate and eliminations		(516	)		(446	)		(1,011	)		(881	)
Total Consolidated	$	11,111		$	8,704		$	21,998		$	16,848
EARNINGS FROM OPERATIONS
	Three Months Ended June 30,						Six Months Ended June 30,
	2005			2004			2005			2004
Health Care Services	$	944		$	636		$	1,854		$	1,213
Uniprise		198			170			387			337
Specialized Care Services		139			119			272			232
Ingenix		29			20			53			39
Total Consolidated	$	1,310		$	945		$	2,566		$	1,821

UNITEDHEALTH GROUP

CUSTOMER PROFILE SUMMARY

(in thousands)

(unaudited)

Customer Profile	June 2005 (a)	March 2005	December 2004		June 2004	December 2003
Commercial Businesses
Risk-based	11,530	10,940	10,820		9,345	8,360
Fee-based	16,665	16,190	15,525		15,120	14,110
Federal, State, and Municipal Governments	7,075	6,920	7,035	(b)	9,525	9,360
Individual Consumers	1,540	1,520	1,455		1,200	1,190
Business-to-Business	19,715	19,675	19,005		19,260	17,440
Grand Total	56,525	55,245	53,840		54,450	50,460
Consumer-directed health plans (included above)	1,005	925	560		220	50
(a)    Includes 700,000 individuals served by PacificDental Benefits, Inc., which was acquired in June 2005.
(b)    Department of Defense (DOD) contract for Optum Nurseline Services involving 2.8 million members and $11 million in annual revenue managed directly by the DOD beginning in the third quarter of 2004.
Supplemental Segment Profile - Health Care Services and Uniprise
	June 2005	March 2005	December 2004		June 2004	December 2003
Health Care Services:
Risk-based commercial	7,700	7,675	7,655		6,225	5,400
Fee-based commercial	3,455	3,380	3,305		3,060	2,895
Medicare	355	345	330		240	230
Medicaid	1,265	1,260	1,260		1,230	1,105
Total Health Care Services	12,775	12,660	12,550		10,755	9,630
Uniprise	10,540	10,470	9,875		9,520	9,060