UnitedHealth Group Reports Record Third Quarter Net Earnings of $0.64 Per Share

-- Revenues for Third Quarter Up 15% to More Than $11.3 Billion

-- Services Extended to 500,000 New Consumers

-- Operating Margin Expanded to 12.2%

-- Earnings Per Share Increased 23%

-- Operating Cash Flows of $1.2 Billion, Up 25%

-- Return on Equity of 31%

UnitedHealth Group (NYSE:UNH) achieved record results in the thirdquarter of 2005, reported Chairman and CEO William W. McGuire, M.D."Third quarter results were driven by strong and diverse growthcoupled with consistent operating performance across the spectrum ofUnitedHealth Group businesses. Every reporting segment producedyear-over-year and sequential quarterly advances in operatingearnings, and our businesses in the aggregate brought services to yetanother half a million Americans in the past three months."

UnitedHealth Group(R)
----------------------------------------------------------------------
Quarterly Financial Performance

Three Months Ended
------------------
September 30, June 30, September 30,
2005 2005 2004
---- ---- ----
Revenues $11.32 billion $11.11 billion $9.86 billion
Earnings From Operations $1.38 billion $1.31 billion $1.09 billion
Operating Margin 12.2% 11.8% 11.1%
----------------------------------------------------------------------

UnitedHealth Group Highlights

-- Third quarter earnings per share of $0.64 grew 23 percent from $0.52 in the third quarter of 2004, and improved 3 cents or 5 percent from the second quarter of 2005.

-- Third quarter consolidated net earnings increased to $842 million, up $144 million or 21 percent year-over-year and $33 million or 4 percent on a sequential quarter basis.

-- Consolidated revenues of $11.3 billion increased $1.5 billion or 15 percent year-over-year, and $211 million or 2 percent from the second quarter of 2005.

-- Operating costs were 14.9 percent of revenues in the third quarter, compared to 15.1 percent in the third quarter of 2004 and 14.7 percent in the second quarter of 2005. The year-over-year decline reflects advances in quality and productivity, along with the benefits of an increase in business scale. The sequential quarterly increase reflects initial consumer education and operational readiness costs related to the national introduction of the Company's new Medicare prescription drug plans.

-- Earnings from operations increased to $1.4 billion in the third quarter, up $286 million or 26 percent over the prior year, and up $68 million or 5 percent sequentially.

-- Consolidated third quarter operating margin improved to 12.2 percent from 11.1 percent in third quarter 2004 and 11.8 percent in second quarter 2005.

-- Accounts receivable, excluding the AARP programs, were $528 million at September 30, 2005, and continued to represent less than 5 days sales outstanding.

-- Medical costs payable, excluding the AARP programs, increased $259 million or 6 percent year-over-year, standing at $4.9 billion at September 30, 2005. Medical costs days payable was 64 days for the quarter.

-- During the third quarter, the Company realized favorable development of $60 million in its estimates of medical costs incurred in 2004. Third quarter results also included $70 million in favorable development stemming from the first two quarters of 2005.

-- The income tax rate in the third quarter of 2005 of 36 percent increased 50 basis points sequentially and two percentage points year-over-year, primarily due to shifts in the relative size of the business in higher tax states, especially in the northeastern United States.

-- Cash flows from operations were $1.2 billion for the third quarter, up 25 percent year-over-year, and reached approximately $3.7 billion for the first nine months of 2005.

-- Available cash on hand reached $470 million at September 30, 2005, as the Company began to set aside funds for debt redemption related to the proposed PacifiCare merger. The Company also repurchased 4 million shares in the third quarter, bringing year-to-date shares repurchased and capital deployed to 49 million shares and $2.3 billion, respectively.

-- Third quarter 2005 annualized return on equity reached 31 percent.

-- The United Health Foundation committed $10 million in the third quarter to fund disaster-related community needs.

Closing Comment

"Our efforts are directed at advancing quality, access,affordability and simplicity in health care systems - and doing so fora wide array of customers and markets," stated Dr. McGuire. "We arepleased to see that pursuing better ways to organize health resources,apply technology and use data - all done through a diverse andresponsible group of businesses - is producing positive results forall concerned parties.

"Our business outlook is favorable. The continued strategic andoperating advances we are making, combined with strong organic growthnow being realized as each of our businesses expands their marketshare, will drive positive performance into 2006. We now expect fullyear earnings of $2.48 per share in 2005, a 26 percent advance, andforesee further earnings per share growth in 2006 of 15 percent ormore, prior to considering any per share contributions from the launchof our new prescription drug plans for seniors or the pendingPacifiCare merger."

UnitedHealthcare

Ovations

AmeriChoice

Business Description - Health Care Services

The Health Care Services segment consists of the UnitedHealthcare,AmeriChoice and Ovations business units. UnitedHealthcare coordinatesnetwork-based health and well-being services on behalf of multistatemid-sized and local employers and for consumers. AmeriChoicefacilitates and manages health care services for state Medicaidprograms and their beneficiaries. Ovations delivers health andwell-being services to Americans over the age of 50.
----------------------------------------------------------------------
Quarterly Financial Performance

Three Months Ended
------------------
September 30, June 30, September 30,
2005 2005 2004
---- ---- ----
Revenues $9.95 billion $9.81 billion $8.71 billion
Earnings From Operations $976 million $944 million $763 million
Operating Margin 9.8% 9.6% 8.8%
----------------------------------------------------------------------

Key Developments for Health Care Services

-- Revenues for Health Care Services of $10.0 billion grew $1.2 billion in the third quarter - a 14 percent year-over-year increase and a gain of $142 million or 1 percent sequentially.

-- Third quarter Health Care Services operating earnings of $976 million increased $213 million or 28 percent year-over-year. On a sequential quarter basis, operating earnings increased $32 million or 3 percent, as improved performance from AmeriChoice and continued gains from business growth at UnitedHealthcare and Ovations more than offset increased marketing and administrative cost investments associated with introducing Medicare prescription drug plans at Ovations.

-- Third quarter operating margin of 9.8 percent expanded 100 basis points year-over-year and 20 basis points sequentially.

-- Third quarter revenues of $6.8 billion for UnitedHealthcare increased $836 million or 14 percent year-over-year and $78 million or 1 percent sequentially.

-- UnitedHealthcare served 11.4 million people as of September 30, 2005, an increase of 460,000 individuals year to date, including an increase of 265,000 individuals in the third quarter of 2005. Third quarter results were highlighted by strong internal growth of 135,000 people and supplemented by the September 19, 2005 acquisition of Neighborhood Health Partnership in Miami, Florida.

-- UnitedHealthcare's third quarter 2005 commercial medical care ratio of 78.0 percent compared favorably to the ratio of 78.6 percent in both the second quarter of 2005 and the third quarter of 2004.

-- AmeriChoice third quarter revenues of $843 million increased $48 million or 6 percent year-over-year.

-- AmeriChoice membership of approximately 1.2 million people is essentially flat year-over-year, as organic growth in people served was offset by a membership reduction related to its withdrawal from the Illinois market during the third quarter.

-- Ovations reported revenues of $2.3 billion in the third quarter, up $358 million or 18 percent year-over-year and $65 million or 3 percent from second quarter 2005.

-- Ovations increased its Medicare Advantage health plan enrollment by 20,000 people in the third quarter, bringing year-to-date growth to 45,000 people and the year-over-year increase to 60,000 people - a 19 percent gain.

-- During the third quarter, the Centers for Medicare and Medicaid Services (CMS) awarded its approval to Ovations to offer Medicare prescription drug plans across all 50 states and all U.S. territories.

-- The lead drug plan offering from Ovations, the AARP MedicareRx plan, is priced below the market average price in 33 of the 34 designated program regions, qualifying the business to receive an estimated 650,000 seniors by direct federal assignment for January 1, 2006.

Uniprise(R)

Business Description

Uniprise delivers network-based health and well-being services,business-to-business transaction processing services, consumerconnectivity, and technology support services to large employers andhealth plans, and provides health-related consumer and financialtransaction products and services.
----------------------------------------------------------------------
Quarterly Financial Performance

Three Months Ended
------------------
September 30, June 30, September 30,
2005 2005 2004
---- ---- ----
Revenues $969 million $962 million $842 million
Earnings From Operations $205 million $198 million $171 million
Operating Margin 21.2% 20.6% 20.3%
----------------------------------------------------------------------

Key Developments

-- Third quarter revenues of $969 million increased $127 million or 15 percent over third quarter 2004 and $7 million or 1 percent sequentially.

-- Uniprise serves more than 10.5 million people in the national multilocation employer segment, having increased its membership by 630,000 people in the first nine months of 2005. The total number of people served declined by 35,000 in the third quarter, a 0.3 percent sequential decrease, due to employment attrition.

-- Uniprise earnings from operations of $205 million grew $34 million or 20 percent year-over-year, as revenue expansion outpaced increases in operating costs. On a sequential quarter basis, earnings from operations improved $7 million or 4 percent, as the operating margin reached 21.2 percent, expanding 90 basis points year-over-year and 60 basis points from second quarter 2005.

Specialized Care Services

Business Description

Specialized Care Services offers a comprehensive array ofspecialized benefits, networks, services and resources to helpconsumers improve their health and well-being.
----------------------------------------------------------------------
Quarterly Financial Performance

Three Months Ended
------------------
September 30, June 30, September 30,
2005 2005 2004
---- ---- ----
Revenues $728 million $678 million $580 million
Earnings From Operations $148 million $139 million $124 million
Operating Margin 20.3% 20.5% 21.4%
----------------------------------------------------------------------

Key Developments

-- Third quarter revenues rose to $728 million, up $148 million or 26 percent year-over-year, and up $50 million or 7 percent from the second quarter of 2005, driven by strong customer growth and business expansion across the portfolio of Specialized Care Services companies.

-- In the third quarter, earnings from operations of $148 million increased $24 million or 19 percent year-over-year and $9 million or 6 percent sequentially.

-- The Specialized Care Services operating margin of 20.3 percent decreased 110 basis points year-over-year and 20 basis points from the second quarter of 2005, as revenue gains from comparatively lower margin dental benefit products changed the overall mix of business for the segment.

Ingenix

Business Description

Ingenix is a leader in the field of health care data, analysis andapplication, serving pharmaceutical companies, health insurers andother payers, physicians and other health care providers, largeemployers and governments.
----------------------------------------------------------------------
Quarterly Financial Performance

Three Months Ended
------------------
September 30, June 30, September 30,
2005 2005 2004
---- ---- ----
Revenues $205 million $175 million $170 million
Earnings From Operations $49 million $29 million $34 million
Operating Margin 23.9% 16.6% 20.0%
----------------------------------------------------------------------

Key Developments

-- Ingenix revenues increased $35 million, or 21 percent year-over-year, to $205 million in the third quarter of 2005.

-- The Ingenix contract revenue backlog grew 25 percent year-over-year, due to strong customer demand for software products that enable payers, employers and other intermediaries to obtain a detailed understanding of medical costs and trends, software tools that improve business operations for medical service providers, and consulting and outsourced services.

-- During the third quarter, the U.S. Food and Drug Administration announced it will utilize Ingenix i3 Aperio(TM) software and analytic consulting services to help improve the effectiveness and speed of safety evaluations for pharmaceutical agents that have been approved for use in the U.S. market.

-- Ingenix earnings from operations increased $15 million, or 44 percent year-over-year, and the operating margin increased to 23.9 percent, up 390 basis points from third quarter 2004, due to strong contribution margins on consulting services and software product sales, as well as focused operating cost disciplines across its businesses.

About UnitedHealth Group

UnitedHealth Group (www.unitedhealthgroup.com) is a diversifiedhealth and well-being company dedicated to making health care workbetter. Headquartered in Minneapolis, Minn., UnitedHealth Group offersa broad spectrum of products and services through six operatingbusinesses: UnitedHealthcare, Ovations, AmeriChoice, Uniprise,Specialized Care Services and Ingenix. Through its family ofbusinesses, UnitedHealth Group serves more than 55 million individualsnationwide.

Forward-Looking Statements

This news release may contain statements, estimates or projectionsthat constitute "forward-looking" statements as defined under U.S.federal securities laws. Generally the words "believe," "expect,""intend," "estimate," "anticipate," "project," "will" and similarexpressions identify forward-looking statements, which generally arenot historical in nature. By their nature, forward-looking statementsare subject to risks and uncertainties that could cause actual resultsto differ materially from our historical experience and our presentexpectations or projections. A list and description of some of therisks and uncertainties can be found in our reports filed with theSecurities and Exchange Commission from time to time, including ourannual reports on Form 10-K, quarterly reports on Form 10-Q andcurrent reports on Form 8-K. You should not place undue reliance onforward-looking statements, which speak only as of the date they aremade. Except to the extent otherwise required by federal securitieslaws, we do not undertake to publicly update or revise anyforward-looking statements.

Earnings Conference Call

As previously announced, UnitedHealth Group will discuss theCompany's results, strategy and future outlook on a conference callwith investors at 8:45 a.m. Eastern time today. UnitedHealth Groupwill host a live webcast of this conference call from the InvestorInformation page of the Company's Web site(www.unitedhealthgroup.com). The webcast replay of the call will beavailable on the same site for one week following the live call. Theconference call replay can also be accessed by dialing 1-800-642-1687,conference ID # 9434578. This earnings release and the Form 8-K datedOctober 14, 2005, which may also be accessed in the InvestorInformation section of the Company's Web site, include areconciliation of non-GAAP financial measures.

UNITEDHEALTH GROUP

Earnings Release Schedules and Supplementary Information
Quarter Ended September 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 Nine Months Ended
September 30, September 30,
------------------ ------------------

2005 2004 2005 2004
--------- -------- --------- --------
REVENUES
Premiums $10,245 $8,920 $30,178 $23,985
Services 942 842 2,764 2,444
Investment and Other Income 135 97 378 278
--------- -------- --------- --------

Total Revenues 11,322 9,859 33,320 26,707
--------- -------- --------- --------

COSTS
Medical Costs 8,138 7,180 24,101 19,375
Operating Costs 1,690 1,488 4,942 4,151
Depreciation and Amortization 116 99 333 268
--------- -------- --------- --------

Total Costs 9,944 8,767 29,376 23,794
--------- -------- --------- --------

EARNINGS FROM OPERATIONS 1,378 1,092 3,944 2,913

Interest Expense (62) (34) (166) (86)
--------- -------- --------- --------

EARNINGS BEFORE INCOME TAXES 1,316 1,058 3,778 2,827

Provision for Income Taxes (474) (360) (1,348) (979)
--------- -------- --------- --------

NET EARNINGS $842 $698 $2,430 $1,848
========= ======== ========= ========

BASIC NET EARNINGS PER COMMON
SHARE $0.67 $0.55 $1.92 $1.50
========= ======== ========= ========

DILUTED NET EARNINGS PER COMMON
SHARE $0.64 $0.52 $1.83 $1.43
========= ======== ========= ========

Diluted Weighted-Average Common
Shares Outstanding 1,319 1,341 1,327 1,295
========= ======== ========= ========




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


September 30, December 31,
2005 2004
------------- ------------

ASSETS
Cash and Short-Term Investments $5,493 $4,505
Accounts Receivable, net 941 906
Other Current Assets 2,818 2,830
------------- ------------

Total Current Assets 9,252 8,241

Long-Term Investments 8,235 7,748
Other Long-Term Assets 12,209 11,890
------------- ------------

Total Assets $29,696 $27,879
============= ============


LIABILITIES AND SHAREHOLDERS' EQUITY
Medical Costs Payable $5,888 $5,540
Commercial Paper and Current Maturities
of Long-Term Debt 631 673
Other Current Liabilities 5,510 5,116
------------- ------------

Total Current Liabilities 12,029 11,329

Long-Term Debt, less current maturities 3,850 3,350
Future Policy Benefits for Life and Annuity
Contracts 1,750 1,669
Deferred Income Taxes and Other Liabilities 838 814
Shareholders' Equity 11,229 10,717
------------- ------------

Total Liabilities and Shareholders' Equity $29,696 $27,879
============= ============


---------------------------------------------------------------------
The table below summarizes certain balance sheet data excluding AARP
related amounts:
September 30, December 31,
2005 2004
------------- ------------
Accounts Receivable, net $528 $517
Other Current Assets $1,066 $947
Other Current Liabilities $4,321 $3,743
Medical Costs Payable $4,912 $4,641
Days Medical Costs in Medical Costs Payable 64 64
---------------------------------------------------------------------




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

Nine Months Ended
September 30,
----------------------
2005 2004
----------- ----------
Operating Activities
Net Earnings $2,430 $1,848
Noncash Items:
Depreciation and amortization 333 268
Deferred income taxes and other 60 25
Net changes in operating assets and
liabilities 871 744
----------- ----------
Cash Flows From Operating Activities 3,694 2,885
----------- ----------

Investing Activities
Cash paid for acquisitions, net of cash
assumed (286) (1,912)
Purchases of property, equipment and
capitalized software (367) (240)
Net sales and maturities/(purchases) of
investments (349) 344
----------- ----------
Cash Flows Used For Investing Activities (1,002) (1,808)
----------- ----------

Financing Activities
Common stock repurchases (2,380) (2,098)
Net change in commercial paper and debt 458 1,921
Other, net 416 473
----------- ----------
Cash Flows (Used For) From Financing
Activities (1,506) 296
----------- ----------

Increase in cash and cash equivalents 1,186 1,373
Cash and cash equivalents, beginning of period 3,991 2,262
----------- ----------
Cash and cash equivalents, end of period $5,177 $3,635
=========== ==========

Supplemental Schedule of Noncash Investing
Activities:
Common Stock Issued for Acquisitions $- $5,557




UNITEDHEALTH GROUP
SEGMENT FINANCIAL INFORMATION
(in millions)
(unaudited)

REVENUES
--------

Three Months Ended Nine Months Ended
September 30, September 30,
------------------- -------------------
2005 2004 2005 2004
--------- --------- --------- ---------

UnitedHealthcare $6,772 $5,936 $20,072 $15,519
Ovations 2,339 1,981 6,808 5,535
AmeriChoice 843 795 2,514 2,296
--------- --------- --------- ---------
Health Care Services 9,954 8,712 29,394 23,350
Uniprise 969 842 2,872 2,520
Specialized Care Services 728 580 2,053 1,707
Ingenix 205 170 546 456
Corporate and eliminations (534) (445) (1,545) (1,326)
--------- --------- --------- ---------

Total Consolidated $11,322 $9,859 $33,320 $26,707
========= ========= ========= =========


EARNINGS FROM OPERATIONS
------------------------

Three Months Ended Nine Months Ended
September 30, September 30,
------------------- -------------------
2005 2004 2005 2004
--------- --------- --------- ---------

Health Care Services $976 $763 $2,830 $1,976
Uniprise 205 171 592 508
Specialized Care Services 148 124 420 356
Ingenix 49 34 102 73
--------- --------- --------- ---------
Total Consolidated $1,378 $1,092 $3,944 $2,913
========= ========= ========= =========



UNITEDHEALTH GROUP
CUSTOMER PROFILE SUMMARY
(in thousands)
(unaudited)

September June December September
Customer Profile 2005 (a) 2005 2004 2004
------------------------------ ---------- -------- --------- ---------

Commercial Businesses
Risk-based 11,785 11,530 10,820 10,595
Fee-based 16,750 16,665 15,525 15,265

Federal, State, and Municipal
Governments 7,190 7,075 7,035 6,890

Individual Consumers 1,555 1,540 1,455 1,450

Business-to-Business 19,745 19,715 19,005 19,025
---------- -------- --------- ---------

Grand Total 57,025 56,525 53,840 53,225
========== ======== ========= =========

Consumer-directed health plans
(included above) 1,060 1,005 560 235
========== ======== ========= =========

(a) Includes 130,000 individuals served by Neighborhood Health
Partnership, which was acquired in September 2005.


----------------------------------------------------------------------
Supplemental Segment Profile -
Health Care Services and
Uniprise September June December September
2005 (a) 2005 2004 2004
---------- -------- --------- ---------
Health Care Services:
Risk-based commercial 7,805 7,700 7,655 7,635
Fee-based commercial 3,615 3,455 3,305 3,200
Medicare 375 355 330 315
Medicaid 1,230 1,265 1,260 1,240
---------- -------- --------- ---------
Total Health Care Services 13,025 12,775 12,550 12,390
========== ======== ========= =========

Uniprise 10,505 10,540 9,875 9,565
========== ======== ========= =========
----------------------------------------------------------------------