Edgar Filing: UNITEDHEALTH GROUP INC

Amendment No. 2 to Form S-4

As filed with the Securities and Exchange Commission on June 14, 2004 Registration No. 333-115327

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 2

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

UNITEDHEALTH GROUP INCORPORATED

(exact name of registrant as specified in its charter)

Minnesota

6324

41-1321939

(state or other jurisdiction
of organization)

(primary standard industrial
classification code number)

(IRS employer

identification no.)

UNITEDHEALTH GROUP CENTER

9900 BREN ROAD EAST

MINNETONKA, MINNESOTA 55343

(952) 936-1300

(address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

David J. Lubben, Esq.

General Counsel

UnitedHealth Group Incorporated

UnitedHealth Group Center

9900 Bren Road East

Minnetonka, Minnesota 55343

(952) 936-1300

(name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Jonathan B. Abram, Esq.		Keith A. Pagnani, Esq.
Martin E. Veinsreideris, Esq.		Sullivan & Cromwell LLP
Dorsey & Whitney LLP		125 Broad Street
50 South Sixth Street, Suite 1500		New York, New York 10004
Minneapolis, Minnesota 55402		(212) 558-4000
(612) 340-2600

Paul T. Schnell, Esq.
Neil P. Stronski, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
(212) 735-3000

APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC: At the effective time of the merger of Oxford Health Plans, Inc. with and into a direct wholly owned subsidiary of the Registrant, which shall occur as soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all conditions to closing of such merger.

If the only securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

LOGO

Dear Oxford Stockholders:

You are cordially invited to attend a special meeting of stockholders of Oxford Health Plans, Inc., referred to as Oxford, which will be held on Wednesday, July 7, 2004 beginning at 10:00 a.m. local time at the Trumbull Marriott, 180 Hawley Lane, Trumbull, CT 06611. At the special meeting, Oxford’s stockholders will be asked to adopt the merger agreement that Oxford has entered into with UnitedHealth Group Incorporated and Ruby Acquisition LLC, a wholly owned subsidiary of UnitedHealth Group, pursuant to which the business of Oxford will be continued by a wholly owned subsidiary of UnitedHealth Group.

As a result of the merger, Oxford will become part of a combined company that is a national leader in forming and operating markets for the delivery of health and well-being services. Following the merger, Oxford stockholders are expected to own in the aggregate approximately 8% of the combined company. By becoming part of a much larger health and well-being company, Oxford’s ability to market its services and expand its business is expected to be greatly enhanced. Upon completion of the merger, it is anticipated that Oxford’s operations will be integrated with those of UnitedHealth Group’s Health Care Services unit and that Oxford will continue to operate from our offices in Connecticut.

In the merger, each share of your Oxford common stock will be exchanged for 0.6357 shares of UnitedHealth Group common stock and $16.17 in cash, referred to as the merger consideration. UnitedHealth Group common stock is listed on the New York Stock Exchange, Inc., referred to as the New York Stock Exchange, under the symbol “UNH” and Oxford common stock is listed on the New York Stock Exchange under the symbol “OHP.” The last reported sale price of UnitedHealth Group common stock on the New York Stock Exchange was $63.86 per share on June 10, 2004. The value of the merger consideration to be received by Oxford stockholders will fluctuate with changes in the price of UnitedHealth Group’s common stock – if the price of UnitedHealth Group’s common stock decreases, the value of the merger consideration decreases. There can be no assurance as to the market price of UnitedHealth Group common stock at any time prior to the completion of the merger or at any time thereafter. Stockholders are urged to obtain current market quotations for UnitedHealth Group common stock and Oxford common stock.

Our board of directors has reviewed and considered the terms of the merger and the merger agreement and has unanimously determined that the proposed merger is advisable, fair to and in the best interests of, Oxford and its stockholders and unanimously recommends that you vote “FOR” the adoption of the merger agreement, which is described in detail in the accompanying proxy statement/prospectus.

Only stockholders who hold shares of Oxford common stock at the close of business on June 11, 2004 will be entitled to vote at the special meeting. If the merger agreement is adopted by the Oxford stockholders, the parties intend to close the merger as soon as possible after the special meeting and after all of the conditions to closing the merger are satisfied or waived, if permissible.

The proxy statement/prospectus provides you with detailed information concerning UnitedHealth Group, Oxford and the merger. Please give all of the information contained in the proxy statement/prospectus your careful attention. In particular, you should carefully consider the discussion in the section entitled “ Risk Factors” beginning on page 26 of this proxy statement/prospectus.

YOUR VOTE IS VERY IMPORTANT. Oxford cannot complete the proposed merger unless the merger agreement is adopted by the affirmative vote of holders of a majority of the shares of Oxford common stock

outstanding on the close of business on June 11, 2004. Whether or not you plan to attend the special meeting, please complete, sign, date and promptly return the accompanying proxy in the enclosed postage paid envelope. You may also vote your shares by telephone, using a toll-free number, or by accessing the Internet. Your proxy card contains instructions for using these convenient services. Returning the proxy does not deprive you of your right to attend our special meeting. If you decide to attend our special meeting and wish to change your proxy vote, you may do so by voting in person at the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote in person at the special meeting, you must obtain from the record holder a proxy issued in your name.

TO ADOPT THE MERGER AGREEMENT, YOU MUST VOTE “FOR” THE PROPOSAL BY FOLLOWING THE INSTRUCTIONS STATED ON THE ENCLOSED PROXY CARD. IF YOU DO NOT VOTE AT ALL, YOU WILL, IN EFFECT, HAVE VOTED AGAINST THE PROPOSAL.

If the merger is completed, you will be sent written instructions for exchanging your certificates of Oxford common stock for UnitedHealth Group common stock and the cash payment. Please do not send in your certificates until you have received these instructions.

On behalf of the Oxford board of directors, I thank you for your support and urge you to VOTE FOR ADOPTION of the merger agreement.

Sincerely,

LOGO

Charles G. Berg

President and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the shares of UnitedHealth Group common stock to be issued in the merger, or determined if the proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

The date of this proxy statement/prospectus is June 14, 2004.

This proxy statement/prospectus and the form of proxy are first being mailed to the stockholders of Oxford on or about June 16, 2004.

OXFORD HEALTH PLANS, INC.

48 Monroe Turnpike

Trumbull, Connecticut 06611

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON JULY 7, 2004

To Oxford Stockholders:

Notice is Hereby Given, that we will hold a special meeting of stockholders of Oxford Health Plans, Inc., a Delaware corporation, which is referred to as Oxford, at 10:00 a.m., local time, on Wednesday, July 7, 2004 at the Trumbull Marriott, 180 Hawley Lane, Trumbull, CT 06611 for the following purposes:

1. To consider and vote on a proposal to adopt the Agreement and Plan of Merger by and among UnitedHealth Group Incorporated, Ruby Acquisition LLC, and Oxford, dated April 26, 2004, which is referred to as the merger agreement in the enclosed documents, pursuant to which Oxford will merge with and into Ruby Acquisition LLC, and Oxford will become a wholly owned subsidiary of UnitedHealth Group, such transaction being referred to as the merger. Each outstanding share of Oxford common stock will be converted into the right to receive 0.6357 shares of UnitedHealth Group common stock and $16.17 in cash.

2. To consider and vote on a proposal to authorize the proxyholders to vote to adjourn or postpone the special meeting, in their sole discretion, for the purpose of soliciting additional votes for the adoption of the merger agreement.

3. To transact such other business as may properly come before the special meeting.

We describe the merger and the merger agreement more fully in the proxy statement/prospectus attached to and forming part of this notice. You are encouraged to read the entire document carefully. As of the date of this notice, Oxford’s board of directors knows of no other business to be conducted at the special meeting.

Only stockholders of record of Oxford common stock at the close of business on June 11, 2004 are entitled to notice of, and will be entitled to vote at, the special meeting or any adjournment or postponement thereof. Adoption of the merger agreement will require the affirmative vote of Oxford stockholders representing a majority of the outstanding shares of Oxford common stock entitled to vote at the special meeting. Authorizing the proxyholders to vote to adjourn or postpone the special meeting for the purpose of soliciting additional votes for the adoption of the merger agreement will require the affirmative vote of Oxford stockholders representing a majority of the shares of Oxford common stock present and entitled to vote at the special meeting.

Oxford stockholders have the right to dissent from the merger and obtain payment in cash of the fair value of their shares of common stock under applicable provisions of Delaware law. In order to perfect dissenters’ rights, stockholders must give written demand for appraisal of their shares before the taking of the vote on the merger at the special meeting and must not vote in favor of the merger. A copy of the applicable Delaware statutory provision is included as Annex C to the attached proxy statement/prospectus and a summary of this provision can be found under “Appraisal Rights for Oxford Stockholders” beginning on page 87 of the attached proxy statement/prospectus.

Your vote is important. To ensure that your shares are represented at the special meeting, you are urged to complete, date and sign the enclosed proxy and mail it promptly in the postage-paid envelope provided, whether or not you plan to attend the special meeting in person. You may also vote your shares by telephone, using a toll-free number, or the Internet. Your proxy card contains instructions for using these convenient services.

You may revoke your proxy in the manner described in the accompanying proxy statement/prospectus at any time before it has been voted at the special meeting. If you attend the special meeting you may vote in person

even if you returned a proxy. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote in person at the special meeting, you must obtain from the record holder a proxy issued in your name.

Please do not send your stock certificates at this time. If the merger is completed, you will be sent instructions regarding the surrender of your stock certificates.

BY ORDER OF THE BOARD OF DIRECTORS

LOGO

Daniel N. Gregoire

Secretary

Trumbull, CT

June 14, 2004

Proxy Statement of Oxford Health Plans, Inc.

Prospectus of UnitedHealth Group Incorporated

This proxy statement/prospectus is being furnished to stockholders of Oxford Health Plans, Inc., a Delaware corporation, referred to as Oxford, in connection with the solicitation of proxies by the board of directors of Oxford for use at the special meeting of stockholders of Oxford to be held on Wednesday, July 7, 2004 at 10:00 a.m., local time, at the Trumbull Marriott, 180 Hawley Lane, Trumbull, CT 06611. At the special meeting, holders of Oxford common stock, $0.01 par value, are being asked to consider and vote upon a proposal to adopt the Agreement and Plan of Merger, referred to as the merger agreement, dated as of April 26, 2004, by and among Oxford, UnitedHealth Group Incorporated, a Minnesota corporation, referred to as UnitedHealth Group, and Ruby Acquisition LLC, a limited liability company organized under the laws of the State of Delaware and a wholly owned subsidiary of UnitedHealth Group, referred to as Ruby Acquisition, providing for, among other things, the merger of Oxford with and into Ruby Acquisition, referred to as the merger. A copy of the merger agreement is attached hereto as Annex A and made part of this proxy statement/prospectus. At the special meeting, Oxford stockholders also are being asked to consider and vote upon a proposal to authorize the proxyholders to vote to adjourn or postpone the special meeting, in their sole discretion, for the purpose of soliciting additional votes for the adoption of the merger agreement.

At the effective time of the merger, Oxford will merge with and into Ruby Acquisition. Each outstanding share of Oxford common stock will be converted into the right to receive 0.6357 shares of UnitedHealth Group common stock and $16.17 in cash. For additional information regarding the terms of the merger, see the merger agreement attached as Annex A to this proxy statement/prospectus and the discussion under the caption “The Merger” herein. Completion of the merger is conditioned upon, among other things, adoption of the merger agreement by Oxford’s stockholders and receipt of all required regulatory approvals.

UnitedHealth Group common stock is listed on the New York Stock Exchange, Inc., referred to as the New York Stock Exchange, under the symbol “UNH” and Oxford common stock is listed on the New York Stock Exchange under the symbol “OHP.” The last reported sale price of UnitedHealth Group common stock on the New York Stock Exchange was $63.86 per share on June 10, 2004. There can be no assurance as to the market price of UnitedHealth Group common stock at any time prior to the effective time of the merger or at any time thereafter. Stockholders are urged to obtain current market quotations for UnitedHealth Group common stock and Oxford common stock.

Oxford stockholders are strongly urged to read and consider carefully this proxy statement/prospectus in its entirety, particularly the matters referred to under “ Risk Factors” starting on page 26.

The date of this proxy statement/prospectus is June 14, 2004.

This proxy statement/prospectus and the form of proxy are first being mailed to the stockholders of Oxford on or about June 16, 2004.

TABLE OF CONTENTS


		Page
QUESTIONS AND ANSWERS ABOUT THE MERGER		1

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS		5
The Companies		5
Reasons for the Merger		6
Structure of the Transaction		7
The Special Meeting of Oxford Stockholders		7
UnitedHealth Group Shareholder Approval		8
Recommendation of Oxford’s Board of Directors		8
Fairness Opinion of Goldman, Sachs & Co.		8
Risk Factors		8
Conditions to the Merger		8
Termination of the Merger Agreement		9
Payment of Termination Fee		10
No Solicitation of Transactions Involving Oxford		10
Interests of Certain Persons in the Merger		11
Material U.S. Federal Income Tax Consequences of the Merger		11
Accounting Treatment		12
Regulatory Matters		12
Restrictions on the Ability to Sell UnitedHealth Group Common Stock		12
Dissenters’ or Appraisal Rights		13
Surrender of Stock Certificates		13
Certain Effects of the Merger		13

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF UNITEDHEALTH GROUP INCORPORATED		14

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF OXFORD HEALTH PLANS, INC.		15

MARKET PRICE AND DIVIDEND INFORMATION		16
Recent Closing Prices		16
Historical Market Price Data		16
Dividend Information		17
Number of Stockholders		17
Shares Held by Certain Stockholders		17

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		18
Notes to Unaudited Pro Forma Condensed Combined Financial Information		22

UNAUDITED COMPARATIVE PER SHARE DATA		25

RISK FACTORS		26
Risks Associated with the Merger		26
Risks Related to UnitedHealth Group’s Business		30

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		36

THE SPECIAL MEETING OF OXFORD STOCKHOLDERS		38
Date, Time and Place of the Special Meeting		38
Matters to be Considered at the Special Meeting		38
Record Date and Shares Entitled to Vote		38
Vote Required		38
Voting of Proxies; Revocation of Proxies		38
Quorum; Broker Abstentions and Broker Non-Votes		39
Expenses of Solicitation		39


Householding		40
Board Recommendation		40

THE MERGER		41
General Description of the Merger		41
Background of the Merger		41
UnitedHealth Group’s Reasons for the Merger		47
Oxford’s Reasons for the Merger and Board of Directors Recommendation		49
Opinion of Oxford’s Financial Advisor		52
Completion and Effectiveness of the Merger		65
Operations Following the Merger		65
Interests of Certain Persons in the Merger		66
Indemnification and Insurance		70
Oxford Common Stock Ownership		70
Regulatory Matters		72
Material U.S. Federal Income Tax Consequences of the Merger		73
Accounting Treatment		76
Dissenters’ or Appraisal Rights		76
Restrictions on Sale of Shares by Affiliates of Oxford and UnitedHealth Group		76
Stock Market Listing		76

THE MERGER AGREEMENT		77
Structure of the Merger and Conversion of Oxford Common Stock		77
Closing and Effective Time		77
Surrender of Oxford Stock Certificates		77
Dividends		78
Representations and Warranties		78
Concept of Material Adverse Effect		79
Oxford’s Conduct of Business Before Completion of the Merger		80
No Solicitation of Transactions		82
Reasonable Best Efforts		83
Employee Matters		83
Conditions to the Merger		83
Termination of the Merger Agreement		84
Payment of Termination Fee		85
Amendments, Extension and Waivers		86

APPRAISAL RIGHTS FOR OXFORD STOCKHOLDERS		87

CERTAIN INFORMATION CONCERNING UNITEDHEALTH GROUP		90
Directors		90
Director Compensation		92
Executive Officers of UnitedHealth Group		93

OPTION GRANTS IN 2003		95

AGGREGATED OPTION EXERCISES IN 2003 AND OPTION VALUES AT DECEMBER 31, 2003		95

PERFORMANCE AWARDS (LTIP) UNDER EXECUTIVE INCENTIVE PLAN – AWARDS IN LAST FISCAL YEAR		96
Executive Employment Agreements		96
Executive Savings Plans		99
UnitedHealth Group Common Stock Ownership		100
Properties		103
Employees		103
Certain Relationships and Transactions		103



COMPARISON OF RIGHTS OF SHAREHOLDERS OF UNITEDHEALTH GROUP AND STOCKHOLDERS OF OXFORD		104

DESCRIPTION OF UNITEDHEALTH GROUP CAPITAL STOCK		114
UnitedHealth Group Common Stock		114
UnitedHealth Group Preferred Stock		114
Special Voting Rights		114
Board of Directors		114
Transfer Agent and Registrar		114

EXPERTS		115

LEGAL MATTERS		116

FUTURE SHAREHOLDER PROPOSALS		116

WHERE YOU CAN FIND MORE INFORMATION		116

CERTAIN INFORMATION REGARDING UNITEDHEALTH GROUP AND OXFORD		118


Annex A	—	Agreement and Plan of Merger
Annex B	—	Opinion of Goldman, Sachs & Co.
Annex C	—	Appraisal Rights under Section 262 of the Delaware General Corporation Law
Annex D	—	Oxford Annual Report on Form 10-K for the fiscal year ended December 31, 2003
Annex E	—	Oxford Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003
Annex F	—	Oxford Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004
Annex G	—	Oxford Current Report on Form 8-K dated February 2, 2004
Annex H	—	UnitedHealth Group Annual Report on Form 10-K for the fiscal year ended December 31, 2003
Annex I	—	UnitedHealth Group Selected Financial Data for the fiscal year ended December 31, 2003
Annex J	—	UnitedHealth Group Management’s Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended December 31, 2003
Annex K	—	UnitedHealth Group Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004
Annex L	—	UnitedHealth Group Current Report on Form 8-K dated May 5, 2004
Annex M	—	UnitedHealth Group Current Report on Form 8-K dated April 27, 2004
Annex N	—	UnitedHealth Group Current Report on Form 8-K dated February 10, 2004
Annex O	—	UnitedHealth Group Current Report on Form 8-K dated February 10, 2004
Annex P	—	UnitedHealth Group Current Report on Form 8-K dated January 12, 2004
Annex Q	—	UnitedHealth Group Current Report on Form 8-K dated January 6, 2004
Annex R	—	Form of proxy of Oxford

iii

QUESTIONS AND ANSWERS ABOUT THE MERGER

Q. WHY ARE WE PROPOSING TO MERGE?

A: As a result of the merger, Oxford will become part of a combined company that is a national leader in forming and operating markets for the delivery of health and well-being services. By becoming part of a much larger health and well-being company, Oxford’s ability to market its services, expand its business and serve its members is expected to be greatly enhanced. Upon completion of the merger, it is anticipated that Oxford’s operations will be integrated with those of UnitedHealth Group’s Health Care Services unit.

Q: WHAT WILL HAPPEN IN THE MERGER?

A: In the merger, Oxford will merge with and into Ruby Acquisition, which is a wholly owned subsidiary of UnitedHealth Group, with Ruby Acquisition continuing after the merger as the surviving entity and a wholly owned subsidiary of UnitedHealth Group.

Q: AS AN OXFORD STOCKHOLDER, WHAT WILL I RECEIVE IN THE MERGER?

A: If the merger is completed, for each share of Oxford common stock you own, you will receive 0.6357 shares of UnitedHealth Group common stock and $16.17 in cash, referred to, collectively, as the merger consideration. UnitedHealth Group will not issue fractional shares of common stock. Instead, in lieu of any fractional share that you would otherwise receive, you will receive cash based on the closing market price of UnitedHealth Group common stock as of the effective date of the merger or, if such date is not a trading day, the last trading day prior to the effective date of the merger. As of April 23, 2004, the trading day immediately preceding the public announcement date of the proposed transaction, the implied value of the merger consideration was $58.09 per share of Oxford common stock. Immediately following the merger, Oxford stockholders are expected to own in the aggregate approximately 8% of the outstanding shares of UnitedHealth Group common stock.

Q: WHAT ARE THE PRINCIPAL RISKS RELATING TO THE MERGER?

A: The anticipated benefits of combining UnitedHealth Group and Oxford may not be realized. UnitedHealth Group may have difficulty integrating Oxford and may incur substantial costs in connection with the integration. The merger may result in a loss of customers and partners. UnitedHealth Group and Oxford must obtain several governmental consents to complete the merger, which, if delayed, not granted or granted with unacceptable conditions, may jeopardize or postpone the merger, result in additional expense or reduce the anticipated benefits of the transaction. These and other risks are explained under the caption “Risk Factors – Risks Associated with the Merger” beginning on page 26 of this proxy statement/prospectus.

Q. CAN THE VALUE OF THE TRANSACTION CHANGE BETWEEN NOW AND THE TIME THE MERGER IS COMPLETED?

A: Yes. The value of the portion of the merger consideration composed of UnitedHealth Group common stock can change. The 0.6357 exchange ratio is a fixed exchange ratio, meaning that you will receive 0.6357 shares of UnitedHealth Group common stock for each share of Oxford common stock you own plus $16.17 in cash regardless of the trading price of UnitedHealth Group common stock on the effective date of the merger. The market value of the UnitedHealth Group common stock you may receive in the merger, will increase or decrease as the trading price of UnitedHealth Group’s common stock increases or decreases and, therefore, may be different at the time the merger is completed than it was at the time the merger agreement was signed and at the time of Oxford’s special meeting. There can be no assurance as to the market price of UnitedHealth Group common stock at any time prior to the completion of the merger or at any time thereafter. Stockholders are urged to obtain current market quotations for UnitedHealth Group common stock and Oxford common stock.

Q: AS A HOLDER OF OPTIONS TO PURCHASE OXFORD COMMON STOCK, OXFORD RESTRICTED STOCK UNITS OR OXFORD DEFERRED STOCK UNITS, WHAT WILL I RECEIVE IN THE MERGER?

A: Each option to purchase Oxford common stock and each right to receive or acquire Oxford common stock relating to an Oxford restricted stock unit or deferred stock unit, if any, will be assumed by UnitedHealth Group, subject generally to the same terms and conditions as previously applicable thereto, and each option, restricted stock unit or deferred stock unit, if any, will be converted automatically into options to purchase or rights to acquire or receive shares of UnitedHealth Group common stock, as the case may be, pursuant to a formula more fully described in the merger agreement. In addition, certain stock options and restricted stock units will become fully vested and immediately exercisable or payable, as applicable, upon either the adoption by Oxford’s stockholders of the merger agreement or the completion of the merger.

Q: WHEN AND WHERE WILL THE SPECIAL MEETING TAKE PLACE?

A: The special meeting is scheduled to take place at 10:00 a.m., local time, on Wednesday, July 7, 2004, at the Trumbull Marriott, 180 Hawley Lane, Trumbull, CT 06611.

Q: WHO IS ENTITLED TO VOTE AT THE SPECIAL MEETING?

A: Holders of record of Oxford common stock as of the close of business on June 11, 2004, referred to as the record date, are entitled to vote at the special meeting. Each stockholder has one vote for each share of Oxford common stock that the stockholder owns on the record date.

Q: WHAT VOTE IS REQUIRED TO ADOPT THE MERGER AGREEMENT?

A: The affirmative vote of a majority of the shares of Oxford common stock outstanding as of the record date is the only vote required to adopt the merger agreement.

Oxford’s board of directors unanimously recommends that Oxford stockholders vote “FOR” the adoption of the merger agreement.

Q: WHAT DO I NEED TO DO NOW?

A: After carefully reading and considering the information contained in this proxy statement/prospectus, please mail your signed proxy card in the enclosed return envelope as soon as possible so that your shares may be represented at the special meeting. You may also vote your shares by telephone, using a toll-free number, or by accessing the Internet. Votes by telephone or the Internet must be received by 11:59 p.m., eastern time, on Tuesday, July 6, 2004. Your proxy card contains instructions for using these convenient services. You may also attend the special meeting and vote in person. If your shares are held in “street name” by your broker or bank, your broker or bank will vote your shares only if you provide instructions on how to vote. You should follow the directions provided by your broker or bank regarding how to instruct your broker or bank to vote your shares.

Q: WHAT IF I DO NOT VOTE, DO NOT FULLY COMPLETE MY PROXY CARD OR FAIL TO INSTRUCT MY BROKER?

A: It is very important for you to vote. If you do not submit a proxy or instruct your broker how to vote your shares if your shares are held in street name, and you do not vote by telephone, the Internet or in person at the special meeting, the effect will be the same as if you voted “AGAINST” the adoption of the merger agreement. If you submit a signed proxy without specifying the manner in which you would like your shares to be voted, your shares will be voted “FOR” the adoption of the merger agreement. However, if your shares are held in “street name” and you do not instruct your broker how to vote your shares, your broker will not vote your shares, such failure to vote being referred to as a broker non-vote, which will have the same effect as voting “AGAINST” the adoption of the merger agreement. You should follow the directions provided by your broker regarding how to instruct your broker to vote your shares in order to ensure that your shares will be voted at the special meeting.

Q: CAN I CHANGE MY VOTE AFTER I HAVE DELIVERED MY PROXY?

A: Yes. You may change your vote at any time before the vote takes place at the special meeting. To change your vote, you may submit a new proxy card by mail or submit a new proxy by telephone or the Internet, or send a signed written notice to the Secretary of Oxford stating that you would like to revoke your proxy. You may also change your vote by attending the special meeting and voting in person. However, if you elect to vote in person at the special meeting and your shares are held by a broker, bank or other nominee, you must bring to the meeting a legal proxy from the broker, bank or other nominee authorizing you to vote the shares.

Q: WILL A PROXY SOLICITOR BE USED?

A: Yes. Oxford has engaged Georgeson Shareholder Communications Inc. to assist in the solicitation of proxies for the special meeting and Oxford estimates that it will pay them a fee of approximately $20,000 and will reimburse them for reasonable out of pocket expenses incurred in connection with such solicitation.

Q: DO I NEED TO ATTEND THE SPECIAL MEETING IN PERSON?

A: No, it is not necessary for you to attend the special meeting to vote your shares if Oxford has previously received your proxy, although you are welcome to attend.

Q: SHOULD I SEND IN MY STOCK CERTIFICATES NOW?

A: No. After we complete the merger, Wells Fargo Bank, N.A., acting as our exchange agent, referred to as Wells Fargo, will send you instructions explaining how to exchange your shares of Oxford common stock for the appropriate number of shares of UnitedHealth Group common stock and cash. Please do not send in your stock certificates with your proxy.

Q: WHEN DO YOU EXPECT TO COMPLETE THE MERGER?

A: We are working to complete the merger as promptly as practicable after the special meeting and the receipt of any required regulatory approvals or consents. However, because the merger is subject to closing conditions and the approval of a number of regulatory agencies, including the Department of Justice, referred to as the DOJ, and state departments of insurance and/or health, we cannot predict the exact timing. For further information regarding regulatory approvals necessary for completion of the merger, please see “The Merger – Regulatory Matters” beginning on page 72 of this proxy statement/prospectus.

Q: WHAT ARE THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO ME?

A: The completion of the merger is conditioned on the receipt by Oxford and UnitedHealth Group of tax opinions from their respective counsel dated as of the date of the merger to the effect that the merger will qualify for U.S. Federal income tax purposes as a “reorganization” within the meaning in Section 368(a) of the Internal Revenue Code of 1986, as amended, referred to as the Code. Oxford’s and UnitedHealth Group’s conditions relating to these tax opinions are not waivable following the adoption of the merger agreement by Oxford stockholders without reapproval by Oxford stockholders (with appropriate disclosure), and neither Oxford nor UnitedHealth Group intends to waive this condition. Assuming the merger is completed as currently contemplated, we expect that, for U.S. federal income tax purposes, you generally will recognize gain, but not loss, equal to the lesser of (1) the excess, if any, of the fair market value of the UnitedHealth Group common stock and the amount of cash received by you over your adjusted tax basis in your Oxford common stock exchanged in the merger or (2) the amount of cash received by you in the merger. For further information concerning U.S. federal income tax consequences of the merger, please see “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 73 of this proxy statement/prospectus.

Tax matters are very complicated and the consequences of the merger to any particular Oxford stockholder will depend on that stockholder’s particular facts and circumstances. You are urged to consult your own tax advisor to determine your own tax consequences from the merger.

Q: WILL I HAVE APPRAISAL RIGHTS AS A RESULT OF THE MERGER?

A: Yes. In order to exercise your appraisal rights, you must follow the requirements of Delaware law. A copy of the applicable Delaware statutory provision is included as Annex C to the proxy statement/prospectus and a summary of this provision can be found under “Appraisal Rights for Oxford Stockholders” beginning on page 87 of this proxy statement/prospectus.

Q: HOW WILL OXFORD STOCKHOLDERS RECEIVE THE MERGER CONSIDERATION?

A: Following the merger, you will receive a letter of transmittal and instructions on how to obtain shares of UnitedHealth Group and cash in exchange for your Oxford common stock. You must return the completed letter of transmittal and your Oxford stock certificates as described in the instructions, and you will receive the merger consideration as soon as practicable after Wells Fargo, as the exchange agent, receives your completed letter of transmittal and Oxford stock certificates. If you hold shares through a brokerage account, your broker will handle the surrender of stock certificates to Wells Fargo.

Q: WHO CAN I CALL WITH QUESTIONS?

A: If you have any questions about the merger or other matters discussed in this proxy statement/prospectus, you should contact Georgeson Shareholder Communications Inc., at 1-800-261-1039.

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights information from this proxy statement/prospectus and may not contain all of the information that is important to you. You should carefully read this entire document and the other documents to which it refers for a more complete understanding of the merger agreement and the merger. In particular, you should read the documents attached to this proxy statement/prospectus, including the merger agreement and the fairness opinion which are attached as Annexes A and B, respectively, and made part of this proxy statement/prospectus. In addition, we have attached to this proxy statement/prospectus as Annexes D through R important business, financial and other information about Oxford and UnitedHealth Group, which information is made part of this proxy statement/prospectus. This summary and the balance of this proxy statement/prospectus contain forward-looking statements about events that are not certain to occur as described, or at all, and you should not place undue reliance on those statements. Please carefully read “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 36 of this proxy statement/prospectus.

The Companies

Oxford Health Plans, Inc.

48 Monroe Turnpike

Trumbull, CT 06611

(203) 459-6000

Oxford is a health care company providing health benefit plans primarily in New York, New Jersey and Connecticut, referred to as the tri-state area. Oxford’s product line includes its health maintenance organization plans, exclusive provider organization plans, point-of-service plans, preferred provider plans, indemnity plans and several plans offered to Medicare beneficiaries. Oxford’s product line includes third-party administration of employer-funded benefit plans. Oxford also offers several ancillary and specialty benefit plans.

Oxford offers its products through its health maintenance organization subsidiaries, Oxford Health Plans (NY), Inc., Oxford Health Plans (NJ), Inc. and Oxford Health Plans (CT), Inc., and through its insurance subsidiaries, Oxford Health Insurance, Inc. and Investors Guaranty Life Insurance Company. Oxford Health Insurance, Inc. does business under accident and health insurance licenses granted by the Departments of Insurance of New York and Connecticut, the Department of Banking and Insurance of New Jersey and the Commonwealth of Pennsylvania.

For further information concerning Oxford, please refer to Oxford’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, attached as Annex D, its Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003, attached as Annex E, and its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004, attached as Annex F, both of which are attached to this proxy statement/prospectus and made part of this proxy statement/prospectus.

UnitedHealth Group Incorporated

UnitedHealth Group Center

9900 Bren Road East

Minnetonka, Minnesota 55343

(952) 936-1300

UnitedHealth Group is a leader in the health and well-being industry, serving approximately 55 million Americans. Through its family of businesses, UnitedHealth Group combines clinical insight with consumer-friendly services and advanced technology to help people achieve optimal health and well-being through all stages of life. UnitedHealth Group conducts its business primarily through its operating divisions in four business segments.

UnitedHealth Group’s Uniprise segment serves the employee benefit needs of large organizations by developing cost-effective health care access and benefit strategies and programs, technology and service-driven solutions tailored to the specific needs of each corporate customer. Uniprise offers consumers access to a wide spectrum of health and well-being products and services.

UnitedHealth Group’s Health Care Services segment consists of the UnitedHealthcare, Ovations and AmeriChoice businesses. UnitedHealthcare coordinates health and well-being services on behalf of local employers and consumers nationwide. Ovations provides health and well-being services for Americans age 50 and older, addressing their unique needs for preventative and acute health care services, for services dealing with chronic disease and for responding to specialized issues relating to their overall well-being. AmeriChoice engages in facilitating health care benefits and services for state Medicaid and other government-sponsored health care programs and their beneficiaries.

UnitedHealth Group’s Specialized Care Services segment is a portfolio of health and well-being companies, each serving a specific market need with an offering of benefits, provider networks, services and resources. Specialized Care Services provides comprehensive products and services that are focused on highly specialized health care and financial assurance needs, such as mental health and chemical dependency, employee assistance, work-life balance, critical care programs, disease management, care management, vision and dental services, physical therapy services, health-related information, income replacement and life insurance and other health and well-being services.

UnitedHealth Group’s Ingenix segment is a leader in the field of health care and information, serving multiple health care markets on a business-to-business basis. Ingenix customers include UnitedHealth Group businesses, pharmaceutical, biotechnology and medical device companies, health insurers and other payers, physicians and other health care providers, large employers and government agencies.

UnitedHealth Group, formerly known as United HealthCare Corporation, is a Minnesota corporation, incorporated in January 1977. For further information concerning UnitedHealth Group, please see “Certain Information Concerning UnitedHealth Group” beginning on page 90 and refer to UnitedHealth Group’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, attached hereto as Annex H, its Selected Financial Data for the fiscal year ended December 31, 2003, attached hereto as Annex I, its Management’s Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended December 31, 2003, attached hereto as Annex J, and its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004, attached hereto as Annex K, all of which Annexes are made part of this proxy statement/prospectus.

Ruby Acquisition LLC

UnitedHealth Group Center

9900 Bren Road East

Minnetonka, Minnesota 55343

(952) 936-1300

Ruby Acquisition is a limited liability company organized under the laws of the State of Delaware and a wholly owned subsidiary of UnitedHealth Group formed by UnitedHealth Group on April 23, 2004 for the sole purpose of effecting the merger. This is the only business of Ruby Acquisition.

Reasons for the Merger (see page 47)

The merger will join Oxford’s focused local capabilities in the tri-state area with UnitedHealth Group’s national resources, leading technologies and data sources, diverse specialized products and services and unique offerings to seniors. The combined companies will have the scale and resources to provide services on behalf of a broad client base in the tri-state area, including many Fortune 500 companies headquartered in the region as well as their business affiliates across the country.

Structure of the Transaction (see page 77)

Oxford will merge with and into Ruby Acquisition. Ruby Acquisition will be the surviving entity and will continue as a wholly owned subsidiary of UnitedHealth Group, and will succeed to and assume all the rights and obligations of Oxford. Holders of Oxford common stock (other than holders perfecting appraisal rights, see “Appraisal Rights for Oxford Stockholders” beginning on page 87, and treasury shares) will receive 0.6357 shares of UnitedHealth Group common stock and $16.17 in cash for each share of Oxford common stock they own. Stockholders will receive cash for any fractional shares that they would otherwise receive in the merger.

Each option to purchase Oxford common stock and right to receive or acquire Oxford common stock relating to an Oxford restricted stock unit or Oxford deferred stock unit, if any, will be assumed by UnitedHealth Group, on generally the same terms and conditions as the original Oxford award and each award will generally be converted into a similar award for shares of UnitedHealth Group common stock as described below. The number of UnitedHealth Group stock options to be received in respect of Oxford stock options will be determined by multiplying the number of Oxford stock options outstanding immediately prior to the merger by the option exchange ratio and the per share exercise price of such options will be determined by dividing the per share exercise price applicable to the Oxford stock option immediately prior to the merger by the option exchange ratio. The option exchange ratio is equal to 0.6357 plus the fraction obtained by dividing $16.17 by the average per share closing price of UnitedHealth Group common stock over the ten trading days preceding the date of the merger. The number of shares of UnitedHealth Group that will be subject to restricted stock units or deferred stock units, if any, will be determined by multiplying the number of shares of Oxford common stock subject to such award immediately prior to the merger by the option exchange ratio. Certain options to purchase Oxford common stock will accelerate and become fully vested upon the adoption of the merger agreement by Oxford stockholders, and certain options to purchase Oxford common stock will accelerate and become fully vested upon effectiveness of the merger. In addition, restricted stock units granted to Oxford’s executive officers will also vest immediately prior to the effectiveness of the merger. See “Interests of Certain Persons in the Merger—Restricted Stock Units” beginning on page 69.

The merger agreement is attached to this proxy statement/prospectus as Annex A. Stockholders of Oxford are encouraged to carefully read the merger agreement in its entirety.

The Special Meeting of Oxford Stockholders (see page 38)

The special meeting will be held on Wednesday, July 7, 2004, at 10:00 a.m., local time, at the Trumbull Marriott, 180 Hawley Lane, Trumbull, CT 06611.

The purpose of the special meeting is to (1) consider and vote upon a proposal to adopt the merger agreement, (2) consider and vote on a proposal to authorize the proxyholders to vote to adjourn or postpone the special meeting, in their sole discretion, for the purpose of soliciting additional votes for the adoption of the merger agreement and (3) transact such other business as may properly come before the special meeting or any postponements or adjournments of the special meeting. Adoption of the merger agreement will also constitute approval of the merger and the other transactions contemplated by the merger agreement.

Oxford’s board of directors has fixed the close of business on June 11, 2004 as the record date for determination of Oxford stockholders entitled to notice of and to vote at the special meeting. As of the close of business on June 11, 2004, there were 81,934,723 shares of Oxford common stock outstanding, which were held of record by approximately 825 stockholders. A majority of these shares, present in person or represented by proxy, will constitute a quorum for the transaction of business. If a quorum is not present, it is expected that the special meeting will be adjourned or postponed to solicit additional proxies. Each Oxford stockholder is entitled to one vote for each share of Oxford common stock held as of the record date.

UnitedHealth Group Shareholder Approval

UnitedHealth Group shareholders are not required to adopt the merger agreement.

Recommendation of Oxford’s Board of Directors (see page 49)

After careful consideration, Oxford’s board of directors has unanimously approved and adopted the merger agreement and determined that the merger is advisable, fair to and in the best interests of, Oxford and its stockholders and unanimously recommends that Oxford stockholders vote “FOR” adoption of the merger agreement.

Fairness Opinion of Goldman, Sachs & Co. (see page 52)

Goldman, Sachs & Co., referred to as Goldman Sachs, delivered its written opinion to Oxford’s board of directors to the effect that, as of April 26, 2004, and based upon and subject to the factors and assumptions set forth in the opinion, the merger consideration to be received by the holders of the outstanding shares of Oxford common stock pursuant to the merger was fair from a financial point of view to those holders.

The full text of the written opinion of Goldman Sachs, dated April 26, 2004, which sets forth the assumptions made, procedures followed, matters considered, and limitations on the review undertaken in connection with the opinion, is attached as Annex B. Goldman Sachs provided its opinion for the information and assistance of Oxford’s board of directors in connection with its consideration of the merger. Goldman Sachs’ opinion is not a recommendation as to how any holder of Oxford common stock should vote with respect to the merger. Oxford’s stockholders are urged to read the opinion in its entirety.

Risk Factors (see page 26)

See “Risk Factors” for a discussion of factors you should carefully consider before deciding how to vote your shares of Oxford common stock at the special meeting.

Conditions to the Merger (see page 83)

The parties’ obligations to complete the merger are subject to the prior satisfaction, or waiver to the extent permitted by law or stock exchange rule, of each of the following conditions specified in the merger agreement:

•

the merger agreement must be adopted by the holders of a majority of the outstanding shares of Oxford common stock as of the record date;

•

the waiting period (and any extension thereof) applicable to the merger pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, referred to as the HSR Act, or any other applicable competition, merger, antitrust or similar law shall have expired or been terminated;

•

specified governmental consents and approvals shall have been obtained and be in full force and effect;

•

there shall be no temporary restraining order, preliminary or permanent injunction or other order or decree issued by any court of competent jurisdiction or other statute, law, rule, legal restraint or prohibition in effect preventing the consummation of the merger;

•

the shares of UnitedHealth Group common stock issuable to Oxford stockholders must have been approved for listing, subject to official notice of issuance, on the New York Stock Exchange;

•

each of UnitedHealth Group and Oxford must have received an opinion of its counsel to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code;

•

the representations and warranties of each party set forth in the merger agreement shall be true and correct without giving effect to any qualification as to materiality or material adverse effect, except where the failure to be true and correct would not reasonably be likely to have a material adverse effect on such party, in each case as of the date of the merger agreement and as of the date the merger is to be completed;

•

the parties to the merger agreement shall have performed in all material respects all of their obligations under the merger agreement; and

•

the registration statement, of which this proxy statement/prospectus is a part, must be effective under the Securities Act of 1933, as amended, referred to as the Securities Act, and must not be the subject of any stop order or proceeding seeking a stop order.

In addition, the obligations of UnitedHealth Group and Ruby Acquisition to complete the merger are subject to the satisfaction or waiver to the extent permitted by law or stock exchange rule, of each of the following conditions specified in the merger agreement:

•

there shall be no litigation or other proceeding by a governmental entity pending or threatened seeking (1) to challenge or restrain the consummation of the merger, (2) to prohibit or limit the ownership or operation of Oxford by UnitedHealth Group (including by requiring disposal of assets or requiring maintenance of operations), or (3) damages, which in the case of (2) or (3) would reasonably be likely to (A) have a material adverse effect on Oxford or UnitedHealth Group (measuring such effect on UnitedHealth Group at the level of what would be material to Oxford) or (B) materially impair the benefits sought to be derived by UnitedHealth Group from the transactions contemplated by the merger agreement, including the merger;

•

there shall be no legal restraint in effect which would reasonably be likely to have any of the effects set forth in (1) through (3) of the preceding bullet point; and

•

specified governmental consents and approvals, including State Department of Health and/or State Department of Insurance approvals, must have been obtained without conditions which would reasonably be likely to (1) have a material adverse effect on Oxford or UnitedHealth Group (measuring such effect on UnitedHealth Group at the level of what would be material to Oxford) or (2) materially impair the benefits sought to be derived by UnitedHealth Group from the transactions contemplated by the merger agreement, including the merger.

Under applicable law and stock exchange rules, the parties are able to waive the closing conditions with respect to pending or threatened litigation, representations and warranties, and performance of agreements and covenants; however, the merger agreement provides that neither party shall waive the condition regarding the receipt of the opinion of its tax counsel following the adoption of the merger agreement by Oxford stockholders unless further stockholder approval is obtained with appropriate disclosure.

Termination of the Merger Agreement (see page 84)

The merger agreement may be terminated by mutual consent, or by either UnitedHealth Group or Oxford, at any time before the completion of the merger under specified circumstances, including:

•

if the merger is not completed, through no fault of the terminating party, by December 31, 2004; subject to extension to February 28, 2005 to resolve a governmental or regulatory challenge to the merger (if all other conditions are satisfied);

•

if the Oxford stockholders do not adopt the merger agreement at the special meeting;

•

if any legal restraint permanently restraining, enjoining or otherwise prohibiting the merger, shall be in effect and shall have become final and nonappealable; or

•

if the other party has breached any of its representations and warranties or failed to perform any of its covenants and the breach or failure to perform would give rise to the failure of specified closing conditions and is not cured or curable within 30 days following receipt of written notice of the breach.

In addition, the merger agreement may be terminated by UnitedHealth Group within 45 days of the date on which the Oxford board of directors (1) withdraws (or modifies in a manner adverse to UnitedHealth Group) its recommendation of the merger agreement or recommends an alternate takeover proposal or (2) fails to publicly confirm its recommendation of the merger agreement and the merger within three business days after a written request by UnitedHealth Group that it do so.

Payment of Termination Fee (see page 85)

Oxford has agreed to pay UnitedHealth Group a termination fee of $212,500,000 if the merger agreement is terminated under several specified circumstances. The termination fee is payable if the merger agreement is terminated by UnitedHealth Group within 45 days of Oxford withdrawing, modifying (in a manner adverse to UnitedHealth Group) or failing to confirm its recommendation of the merger agreement and the merger within three days of a request by UnitedHealth Group for such confirmation. The termination fee is also payable if Oxford enters into or consummates a takeover proposal within one year from the termination of the merger agreement, but only if a takeover proposal was communicated to Oxford or its stockholders after the date of the merger agreement, at least one such takeover proposal had not been withdrawn prior to the event giving rise to the right of termination and the merger agreement was terminated due to:

•

the merger not being consummated by December 31, 2004 or February 28, 2005, as applicable, and no vote to obtain Oxford stockholder approval has been held prior to such termination or

•

a failure to obtain Oxford stockholder adoption of the merger agreement at an Oxford stockholders meeting duly convened for such purpose or any adjournment or postponement thereof.

Finally, the termination fee is payable (1) if the merger agreement is terminated by UnitedHealth Group due to a willful breach by Oxford of its representations, warranties, covenants or agreements that is not cured within 30 days’ written notice from UnitedHealth Group or is incapable of being cured and which breach of representation or warranty would be reasonably likely to result in a material adverse effect on Oxford, or which breach of covenant or agreement shall constitute a failure to perform its obligations in a material respect, (2) a takeover proposal was communicated to Oxford or its stockholders after the date of the merger agreement, and (3) Oxford enters into or consummates a takeover proposal within one year after such termination. See “The Merger Agreement—Payment of Termination Fee” beginning on page 85.

No Solicitation of Transactions Involving Oxford (see page 82)

Oxford has agreed that it will not, whether directly or indirectly, until the merger is completed or the merger agreement is terminated:

•

solicit, initiate, cause, knowingly encourage or knowingly facilitate any inquiries or takeover proposals (as described below); or

•

participate in discussions or negotiations with, or furnish any information to, a third party in connection with or furtherance of a takeover proposal.

However, prior to the special meeting, Oxford may, in response to an unsolicited takeover proposal by a third party, and with two business days written notice to UnitedHealth Group, furnish information to, pursuant to

a confidentiality agreement no less restrictive than the one with UnitedHealth Group, and participate in discussions with, such third party regarding the takeover proposal if:

•

Oxford’s board of directors determines in good faith, after receiving advice from its financial advisor and outside legal counsel, that the takeover proposal constitutes, or is reasonably likely to constitute, a superior proposal (as described below), and

•

Oxford’s board of directors determines in good faith, after receiving advice from its outside legal counsel, that such action is necessary in order to comply with its fiduciary duties under applicable law.

Additionally, Oxford’s board of directors is not prohibited from taking and disclosing to Oxford’s stockholders a position with respect to a tender offer as contemplated by Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Securities Exchange Act of 1934, as amended, referred to as the Exchange Act. Furthermore, Oxford’s board of directors is not prohibited from making any required disclosure to Oxford stockholders if, in the good faith judgment of the board of directors (after receiving advice from its outside legal counsel), failure to so disclose would be inconsistent with its obligations under applicable law.

A takeover proposal is any inquiry, proposal or offer (other than the merger) for a merger, consolidation or other business combination with Oxford, for the issuance of 20% or more of the equity securities of Oxford as consideration for the assets or securities of a third party or for the acquisition of 20% or more of the assets or equity securities of Oxford. A superior proposal is a takeover proposal to acquire 50% or more of the outstanding capital stock of Oxford, or all or substantially all of the assets of Oxford and its subsidiaries, taken as a whole, (1) on terms that the Oxford board determines, in good faith, after receiving advice from its financial advisor and outside legal counsel, to be more favorable to Oxford’s stockholders from a financial point of view than the terms of the merger and (2) which is reasonably likely to be completed.

Interests of Certain Persons in the Merger (see page 66)

Certain executive officers and directors of Oxford have interests in the merger that are different from and in addition to the interests of Oxford stockholders generally. Messrs. Charles Berg, Steven Black, Paul Conlin, Kevin Hill, Kurt Thompson and Dr. Alan Muney have entered into employment agreements with UnitedHealth Group that become effective upon completion of the merger with certain provisions effective upon the signing of the merger agreement which thereby become void if the merger is not completed. These agreements generally provide for each executive officer to receive a lump sum payment in an amount equal to the cash severance he would have received under his existing employment agreement if his employment had been constructively terminated following a change in control of Oxford and an initial grant of stock options on completion of the merger. Mr. Berg’s agreement also provides for a grant of stock options on each anniversary of the completion of the merger subject to continued employment. Also, in connection with the merger, Mr. Daniel Gregoire’s existing employment agreement with Oxford was amended. This amendment generally provides that Mr. Gregoire will not be terminated by Oxford for the 12 months following the date of completion of the merger and that he will receive, on the date the merger is consummated, a lump sum payment equal to the cash severance he would have received if his employment had been terminated without cause or by reason of a constructive termination following a change in control of Oxford. In addition, either the adoption by Oxford’s stockholders of the merger agreement or the completion of the merger will result in the accelerated vesting of stock options (except options granted pursuant to the 1991 Non-employee Director Stock Option Plan or which have been or will be granted to employees after April 26, 2004 but before completion of the merger) that have been granted under Oxford’s equity compensation plans to employees, executive officers and directors. Restricted stock units held by Oxford’s executive officers will also vest immediately prior to the merger. Each non-employee director is entitled to receive an automatic grant of nonqualified options annually. In lieu of the 2004 stock option grant, at the recommendation of a nationally recognized independent compensation consultant, Oxford’s board of

directors approved a payment of $210,000 to each non-employee director ($315,000 to the Chairman of the board of directors) as the cash equivalent value of the annual grant.

UnitedHealth Group also agreed in the merger agreement to indemnify and provide liability insurance to Oxford’s officers, directors, and certain employees. The directors of Oxford knew about these additional interests and considered them when they approved the merger.

Material U.S. Federal Income Tax Consequences of the Merger (see page 73)

The completion of the merger is conditioned on the receipt by Oxford and UnitedHealth Group of tax opinions from their respective counsel dated as of the date of the merger to the effect that the merger will qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. Oxford’s and UnitedHealth Group’s conditions relating to these tax opinions are not waivable following the adoption of the merger agreement by Oxford stockholders without reapproval by Oxford stockholders (with appropriate disclosure), and neither Oxford nor UnitedHealth Group intends to waive this condition. Assuming the merger so qualifies as a “reorganization,” which Oxford and UnitedHealth Group anticipate, an Oxford stockholder generally will, for U.S. federal income tax purposes, recognize gain, but not loss, equal to the lesser of (1) the excess, if any, of the fair market value of the UnitedHealth Group common stock and the amount of cash received by the stockholder over that stockholder’s adjusted tax basis in the Oxford common stock exchanged in the merger or (2) the amount of cash received by the stockholder in the merger. For further information concerning U.S. federal income tax consequences of the merger, please see “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 73 of this proxy statement/prospectus.

Tax matters are very complicated and the consequences of the merger to any particular Oxford stockholder will depend on that stockholder’s particular facts and circumstances. Oxford stockholders are urged to consult their own tax advisors to determine their own tax consequences from the merger.

Accounting Treatment (see page 76)

UnitedHealth Group will account for the merger under the purchase method of accounting for business combinations.

Regulatory Matters (see page 72)

The merger is subject to U.S. antitrust laws. Each of UnitedHealth Group and Oxford intends to file the required notification and report forms with the Antitrust Division of the DOJ, and the U.S. Federal Trade Commission, referred to as the FTC, before the end of June 2004. The applicable waiting period will begin on the date of filing by both parties and will expire 30 days thereafter (or on the next regular business day if the 30th day falls on a Saturday, Sunday or legal public holiday), unless the waiting period is earlier terminated or extended by a request for additional information, in which case the waiting period will expire 30 days after substantial compliance by both parties with respect to the request for additional information or on the next regular business day if the 30th day falls on a Saturday, Sunday or legal public holiday. The DOJ or the FTC, as well as a state or private person, may challenge the merger at any time before or after its completion.

In addition, the Departments of Insurance of the States of New York, California, New Jersey and Connecticut, as well as the Department of Health of New York, must approve UnitedHealth Group’s acquisition of control of Oxford and certain Oxford subsidiaries. On May 10, 2004, UnitedHealth Group filed Form A “Statements Regarding The Acquisition Of Control Or Merger With A Domestic Insurer” or similar applications as required by law, in New York, California, New Jersey and Connecticut. Oxford will also need to amend its Certificate of Authority for Oxford Health Plans (NJ), Inc. in the State of New Jersey. These filings and

approvals are more fully described at “The Merger—Regulatory Matters” beginning on page 72 of this proxy statement/prospectus.

Restrictions on the Ability to Sell UnitedHealth Group Common Stock (see page 76)

All shares of UnitedHealth Group common stock you receive in connection with the merger will be freely transferable unless you are considered an “affiliate” of either Oxford or UnitedHealth Group for the purposes of the Securities Act at the time the merger agreement is submitted to Oxford stockholders for adoption, in which case you will be permitted to sell the shares of UnitedHealth Group common stock you receive in the merger only pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act. This proxy statement/prospectus does not register the resale of stock held by affiliates.

Dissenters’ or Appraisal Rights (see page 87)

Under Delaware law, you are entitled to appraisal rights in connection with the merger.

You will have the right under Delaware law to have the fair value of your shares of Oxford common stock determined by the Delaware Chancery Court. This right to appraisal is subject to a number of restrictions and technical requirements. Generally, in order to exercise your appraisal rights you must:

•

send a written demand to Oxford for appraisal in compliance with Delaware law before the vote on the merger;

•

not vote in favor of the merger; and

•

continuously hold your Oxford common stock, from the date you make the demand for appraisal through the closing of the merger.

Merely voting against the merger will not protect your rights to an appraisal, which requires all the steps provided under Delaware law. Requirements under Delaware law for exercising appraisal rights are described in further detail beginning on page 87. The relevant section of Delaware law regarding appraisal rights is reproduced and attached as Annex C to this proxy statement/prospectus.

If you vote for the merger, you will waive your rights to seek appraisal of your shares of Oxford common stock under Delaware law.

Surrender of Stock Certificates (see page 77)

Following the effective time of the merger, UnitedHealth Group will cause a letter of transmittal to be mailed to all holders of Oxford common stock containing instructions for surrendering their certificates. Certificates should not be surrendered until the letter of transmittal is received, fully completed and returned as instructed in the letter of transmittal.

Certain Effects of the Merger (see page 104)

Upon completion of the merger, Oxford stockholders will become shareholders of UnitedHealth Group. The internal affairs of UnitedHealth Group are governed by the Minnesota Business Corporation Act and UnitedHealth Group’s articles of incorporation and bylaws. The merger will result in differences in the rights of Oxford stockholders, which are summarized in “Comparison of Rights of Shareholders of UnitedHealth Group and Stockholders of Oxford” beginning on page 104.

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA

OF UNITEDHEALTH GROUP INCORPORATED

The following table summarizes selected historical consolidated financial data of UnitedHealth Group which should be read in conjunction with the consolidated financial statements of UnitedHealth Group, and the notes thereto, included in Annex J and made part of this proxy statement/prospectus. The financial data for the five years ended December 31, 2003 has been derived from the audited consolidated financial statements of UnitedHealth Group. The financial data as of and for the three months ended March 31, 2004 and 2003 has been derived from the unaudited condensed consolidated financial statements of UnitedHealth Group included in Annex K and made a part of this proxy statement/prospectus. In the opinion of UnitedHealth Group’s management, all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the financial data for the three months ended March 31, 2004 and 2003 have been reflected therein. Operating results for the three months ended March 31, 2004 are not necessarily indicative of the results that may be expected for the full year. On May 7, 2003, UnitedHealth Group’s board of directors declared a two-for-one split of UnitedHealth Group’s common stock in the form of a 100 percent common stock dividend. The stock dividend was paid on June 18, 2003, to shareholders of record on June 2, 2003. All per share calculations reflect the two-for-one common stock split.


	For the Three Months Ended March 31,						For the Year Ended December 31,
(In millions, except per share data)	2004			2003			2003			2002			2001			2000			1999
Consolidated Operating Results		(1)
Revenues	$	8,144		$	6,975		$	28,823		$	25,020		$	23,454		$	21,122		$	19,562

Earnings From Operations	$	876		$	653		$	2,935		$	2,186		$	1,566		$	1,200		$	943
Net Earnings	$	554		$	403		$	1,825		$	1,352		$	913		$	736		$	568
Return on Shareholders’ Equity (annualized)		35.9	%		36.3	%		39.0	%		33.0	%		24.5	%		19.8	%		14.1	%

Basic Net Earnings Per Common Share	$	0.92		$	0.68		$	3.10		$	2.23		$	1.46		$	1.14		$	0.82
Diluted Net Earnings Per Common Share	$	0.88		$	0.65		$	2.96		$	2.13		$	1.40		$	1.09		$	0.80

Common Stock Dividends Per Share (annualized)	$	0.03		$	0.015		$	0.015		$	0.015		$	0.015		$	0.008		$	0.008

Consolidated Cash Flows From (Used For):
Operating Activities	$	910		$	725		$	3,003		$	2,423		$	1,844		$	1,521		$	1,189
Investing Activities	$	(393	)	$	329		$	(745	)	$	(1,391	)	$	(1,138	)	$	(968	)	$	(623	)
Financing Activities	$	(65	)	$	(382	)	$	(1,126	)	$	(1,442	)	$	(585	)	$	(739	)	$	(605	)

Consolidated Financial Condition (As of period end)
Cash and Investments	$	10,179		$	6,595		$	9,477		$	6,329		$	5,698		$	5,053		$	4,719
Total Assets	$	20,852		$	14,445		$	17,634		$	14,164		$	12,486		$	11,053		$	10,273
Debt	$	2,400		$	1,802		$	1,979		$	1,761		$	1,584		$	1,209		$	991
Shareholders’ Equity	$	7,227		$	4,444		$	5,128		$	4,428		$	3,891		$	3,688		$	3,863
Debt-to-Total-Capital Ratio		24.9	%		28.9	%		27.8	%		28.5	%		28.9	%		24.7	%		20.4	%

(1)	Amounts for the three months ended March 31, 2004 include the acquisition of Mid Atlantic Medical Services, Inc., referred to as MAMSI, for the period from February 11, 2004 to March 31, 2004.

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA

OF OXFORD HEALTH PLANS, INC.

The following table summarizes selected historical consolidated financial data of Oxford which should be read in conjunction with the consolidated financial statements of Oxford, and the notes thereto, included in Annexes D and E and made part of this proxy statement/prospectus. The financial data for the five years ended December 31, 2003 has been derived from the audited consolidated financial statements of Oxford. The financial data as of and for the three months ended March 31, 2004 and 2003 has been derived from the unaudited condensed consolidated financial statements of Oxford. In the opinion of Oxford’s management, all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the financial data for the three months ended March 31, 2004 and 2003 have been reflected therein. Operating results for the three months ended March 31, 2004 are not necessarily indicative of the results that may be expected for the full year.


	For the Three Months Ended March 31,						For the Year Ended December 31,
(In millions, except per share data)	2004			2003			2003			2002			2001			2000			1999
Consolidated Operating Results
Revenues	$	1,411		$	1,345		$	5,452		$	4,963		$	4,421		$	4,112		$	4,198

Earnings From Operations	$	146		$	122		$	604		$	377		$	512		$	485		$	164
Net Earnings for common shareholders	$	87		$	73		$	352		$	222		$	322		$	191		$	274
Return on Shareholders’ Equity (annualized)		42.1	%		53.2	%		48.4	%		44.7	%		69.6	%		41.7	%		277.9	%

Basic Net Earnings Per Common Share	$	1.07		$	0.87		$	4.26		$	2.55		$	3.35		$	2.26		$	3.38
Diluted Net Earnings Per Common Share	$	1.03		$	0.86		$	4.15		$	2.45		$	3.21		$	2.02		$	3.26

Common Stock Dividends Per Share (annualized)	$	0.10		$	—		$	0.10		$	—		$	—		$	—		$	—

Consolidated Cash Flows From (Used For):
Operating Activities	$	65		$	114		$	343		$	344		$	614		$	405		$	36
Investing Activities	$	18		$	(8	)	$	(278	)	$	(95	)	$	(102	)	$	(19	)	$	58
Financing Activities	$	(3	)	$	(26	)	$	150		$	(274	)	$	(365	)	$	(520	)	$	2

Consolidated Financial Condition (As of period end)
Cash and Investments	$	2,060		$	1,589		$	1,967		$	1,481		$	1,366		$	1,124		$	1,224
Total Assets	$	2,255		$	1,907		$	2,160		$	1,754		$	1,577		$	1,445		$	1,687
Debt	$	397		$	129		$	404		$	138		$	153		$	181		$	368
Redeemable preferred stock	$	—		$	—		$	—		$	—		$	—		$	—		$	344
Shareholders’ Equity	$	823		$	548		$	727		$	497		$	463		$	459		$	99
Debt-to-Total-Capital Ratio		32.5	%		19.1	%		35.7	%		21.7	%		24.9	%		28.2	%		87.8	%

MARKET PRICE AND DIVIDEND INFORMATION

Recent Closing Prices

The table below presents the closing price per share of UnitedHealth Group common stock on the New York Stock Exchange, and the closing price per share of Oxford common stock on the New York Stock Exchange, on April 23, 2004, the trading day immediately preceding the public announcement date of the merger, and on June 10, 2004, the most recent practicable date prior to the mailing of this proxy statement/prospectus, as well as the “equivalent stock price plus cash” of shares of Oxford common stock on such dates. The “equivalent stock price plus cash” of shares of Oxford common stock represents the closing sales price per share for UnitedHealth Group’s common stock on the New York Stock Exchange on April 23, 2004, the trading day immediately preceding the public announcement date of the proposed transaction, which was $65.95, and June 10, 2004, which was $63.86, in each case, multiplied by the exchange ratio, plus the cash consideration of $16.17 to be paid with respect to each share of Oxford common stock. The equivalent stock price on April 23, 2004 plus cash reflects an implied premium of $7.20 per share over the closing price per share of Oxford common stock on April 23, 2004. Keep in mind that the value of the merger consideration to be received by Oxford stockholders will fluctuate with changes in the price of UnitedHealth Group common stock – if the price of UnitedHealth Group’s common stock decreases, the value of the merger consideration will decrease. There can be no assurances as to the market price of UnitedHealth Group common stock at any time prior to the merger or any time thereafter. Stockholders should obtain current market quotations for shares of UnitedHealth Group common stock and Oxford common stock prior to making any decision with respect to the merger.


	UnitedHealth Group Common Stock (price per share)		Oxford Common Stock (price per share)		Oxford Equivalent Stock Price Plus Cash (price per share)
April 23, 2004	$	65.95	$	50.89	$	58.09
June 10, 2004	$	63.86	$	55.92	$	56.77

Historical Market Price Data

Oxford’s common stock is quoted on the New York Stock Exchange under the symbol “OHP.” UnitedHealth Group’s common stock is quoted on the New York Stock Exchange under the symbol “UNH.”

The following table sets forth the high and low sales prices per share of UnitedHealth Group and Oxford common stock as adjusted for all stock splits, as reported on the New York Stock Exchange for the periods indicated:


	UnitedHealth Group Common Stock				Oxford Common Stock
	High		Low		High		Low
2001
Quarter ended March 31, 2001	$	32.18	$	25.25	$	39.56	$	23.13
Quarter ended June 30, 2001	$	33.70	$	26.25	$	31.63	$	23.82
Quarter ended September 30, 2001	$	35.00	$	29.40	$	30.59	$	24.46
Quarter ended December 31, 2001	$	36.40	$	31.21	$	31.50	$	21.90

2002
Quarter ended March 31, 2002	$	38.40	$	33.93	$	42.75	$	28.64
Quarter ended June 30, 2002	$	48.95	$	37.57	$	51.94	$	40.46
Quarter ended September 30, 2002	$	48.15	$	40.74	$	46.70	$	34.81
Quarter ended December 31, 2002	$	50.50	$	37.52	$	45.18	$	32.00

2003
Quarter ended March 31, 2003	$	46.35	$	39.20	$	39.25	$	26.32
Quarter ended June 30, 2003	$	52.67	$	44.10	$	46.60	$	27.34
Quarter ended September 30, 2003	$	56.25	$	47.25	$	46.67	$	35.38
Quarter ended December 31, 2003	$	58.15	$	47.83	$	45.60	$	39.67

2004
Quarter ended March 31, 2004	$	64.44	$	56.20	$	49.70	$	42.84
Quarter ended June 30, 2004 (through June 10, 2004)	$	68.50	$	58.61	$	60.87	$	48.93

Dividend Information

Oxford paid a cash dividend of $0.10 per share on January 27, 2004 and a cash dividend of $0.10 per share on April 27, 2004. UnitedHealth Group paid a cash dividend of $0.03 per share on April 16, 2004.

Number of Stockholders

As of June 11, 2004, there were approximately 825 stockholders of record of Oxford common stock, as shown on the records of Oxford’s transfer agent for such shares. As of June 11, 2004, there were approximately 13,471 shareholders of record of UnitedHealth Group, as shown on the records of UnitedHealth Group’s transfer agent for such shares.

Shares Held by Certain Stockholders

Adoption of the merger agreement by Oxford’s stockholders requires the affirmative vote of the holders of a majority of the shares of Oxford common stock outstanding and entitled to vote at the special meeting. As of June 11, 2004, approximately 0.14% of the outstanding shares of Oxford common stock were held by directors and executive officers of Oxford and their affiliates. Neither UnitedHealth Group nor any of its directors or executive officers owns any shares of Oxford stock.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On April 26, 2004, UnitedHealth Group and Oxford entered into the merger agreement, pursuant to which Oxford will be merged with and into a subsidiary of UnitedHealth Group, with the subsidiary being the surviving entity. Under the terms of the agreement, holders of Oxford common stock will receive 0.6357 shares of UnitedHealth Group common stock and $16.17 in cash for each share of Oxford common stock they own. Total consideration for the transaction, to be issued upon closing, is comprised of approximately 51.8 million shares of UnitedHealth Group common stock, valued at approximately $3.4 billion based upon the average of UnitedHealth Group’s share closing prices from April 22, 2004 through April 28, 2004, approximately $1.3 billion in cash, and UnitedHealth Group vested common stock options with an estimated fair value of $285 million to be issued in exchange for Oxford’s outstanding vested common stock options.

On February 10, 2004, UnitedHealth Group acquired Mid Atlantic Medical Services, Inc., referred to as MAMSI. Under the terms of the merger agreement, MAMSI stockholders received 0.82 shares of UnitedHealth Group common stock and $18 in cash for each share of MAMSI common stock they owned. Total consideration issued was approximately $2.7 billion, comprised of 36.4 million shares of UnitedHealth Group common stock, valued at approximately $1.9 billion based on the average of the closing prices of UnitedHealth Group common stock for two days before, the day of, and two days following the acquisition announcement date of October 27, 2003, and $800 million in cash. The results of operations and financial condition of MAMSI have been included in the UnitedHealth Group historical financial statements since the February 10, 2004 acquisition date.

The unaudited pro forma condensed combined financial information gives effect to the acquisitions of Oxford and MAMSI by UnitedHealth Group as if the acquisitions had occurred on January 1, 2003 for purposes of the pro forma condensed combined statements of operations. The unaudited pro forma condensed combined financial information gives effect to the acquisition of Oxford by UnitedHealth Group as if the acquisition had occurred on March 31, 2004 for purposes of the pro forma condensed combined balance sheet as of March 31, 2004.

Under the purchase method of accounting, the total estimated purchase price is allocated to the net tangible and intangible assets of an acquired entity based on their estimated fair values as of the completion of the transaction. A final determination of these fair values will include management’s consideration of a valuation prepared by an independent valuation specialist. This valuation will be based on the actual net tangible and intangible assets of the acquired entity that exist as of the closing date of the transaction.

Because this unaudited pro forma condensed combined financial information has been prepared based on preliminary estimates of fair values, the actual amounts recorded as of the completion of the transaction may differ materially from the information presented in this unaudited pro forma condensed combined financial information. In addition to the independent valuation, the impact of any integration activities, the timing of completion of the transaction and other changes in Oxford’s net tangible and intangible assets that occur prior to completion of the transaction could cause material differences from the information presented below.

The unaudited pro forma condensed combined financial information should be read in conjunction with the historical consolidated financial statements and accompanying notes of UnitedHealth Group and Oxford, included in Annexes D, E, F, G, J and K and made part of this proxy statement/prospectus, and the summary historical consolidated financial data included elsewhere in this proxy statement/prospectus. All share and per share amounts have been restated to reflect the UnitedHealth Group two-for-one common stock split that occurred on June 18, 2003. The unaudited pro forma condensed combined financial information is not intended to represent or be indicative of the consolidated results of operations or financial condition of UnitedHealth Group that would have been reported had the transactions been completed as of the dates presented, and should not be taken as representative of the future consolidated results of operations or financial condition of UnitedHealth Group.

Pro Forma Condensed Combined Statement of Operations

Three Months Ended March 31, 2004

(Unaudited)

(In millions, except per share amounts)


	Historical
	(b) UnitedHealth Group			MAMSI January 1 to February 10, 2004			Oxford			(a) Reclassification Adjustments			Pro Forma Adjustments			Pro Forma Combined
Revenues
Premiums	$	7,264		$	303		$	1,384		$	(23	)	$	—		$	8,928
Services		789			8			3			2			—			802
Investment and Other Income		91			2			24						(2	)^(l)		115

Total Revenues		8,144			313			1,411			(21	)		(2	)		9,845

Medical and Operating Costs
Medical Costs		5,869			235	^(r)		1,118			(24	)		—			7,198
Operating Costs		1,317			36			140			3			—			1,496
Depreciation and Amortization		82			1			7						5 13	^(d) ^(e)		108

Total Medical and Operating Costs		7,268			272			1,265			(21	)		18			8,802

Earnings From Operations		876			41	^(r)		146			—			(20	)		1,043
Interest Expense		(24	)		—			(5	)					5	^(l)		(41	)
														(16	)^(k)
														(1	)^(m)

Earnings Before Income Taxes		852			41	^(r)		141			—			(32	)		1,002
Provision for Income Taxes		(298	)		(14	)		(54	)		—			11	⁽ⁿ⁾		(355	)

Net Earnings	$	554		$	27	^(r)	$	87		$	—		$	(21	)	$	647

Basic Net Earnings Per Common Share	$	0.92														$	0.97

Diluted Net Earnings Per Common Share	$	0.88														$	0.92

Basic Weighted-Average Number of Common Shares Outstanding		601.0												36.4	^(o)		669.2

														(20.0	)^(o)

														51.8	^(p)

Diluted Weighted-Average Number of Common Shares Outstanding		630.0												36.4	^(o)		700.8

														(20.0	)^(o)

														51.8	^(p)

														2.6	^(q)

Pro Forma Condensed Combined Statement of Operations

Year Ended December 31, 2003

(Unaudited)

(In millions, except per share amounts)


	Historical
	UnitedHealth Group			MAMSI			Oxford			(a) Reclassification Adjustments			Pro Forma Adjustments			Pro Forma Combined
Revenues
Premiums	$	25,448		$	2,624		$	5,339		$	(169	)	$	—		$	33,242
Services		3,118			47			12			23			—			3,200
Investment and Other Income		257			17			101			—			(8	)^(l)		367

Total Revenues		28,823			2,688			5,452			(146	)		(8	)		36,809

Medical and Operating Costs
Medical Costs		20,714			2,117			4,242			(171	)		—			26,902
Operating Costs		4,875			302			577			25			—			5,779
Depreciation and Amortization		299			12			29			—			19	^(d)		409
														50	^(e)

Total Medical and Operating Costs		25,888			2,431			4,848			(146	)		69			33,090

Earnings From Operations		2,935			257			604			—			(77	)		3,719
Interest Expense		(95	)		(1	)		(20	)		—			20	^(l)		(172	)
														(66	)^(k)
														(10	)^(m)

Earnings Before Income Taxes		2,840			256			584			—			(133	)		3,547
Provision for Income Taxes		(1,015	)		(90	)		(232	)		—			47	⁽ⁿ⁾		(1,290	)

Net Earnings	$	1,825		$	166		$	352		$	—		$	(86	)	$	2,257

Basic Net Earnings Per Common Share	$	3.10														$	3.33

Diluted Net Earnings Per Common Share	$	2.96														$	3.19

Basic Weighted-Average Number of Common Shares Outstanding		589.0												36.4	^(o)		677.2

														51.8	^(p)

Diluted Weighted-Average Number of Common Shares Outstanding		617.0												36.4	^(o)		707.8

														51.8	^(p)

														2.6	^(q)

Pro Forma Condensed Combined Balance Sheet

As of March 31, 2004

(Unaudited)

(In millions)


	Historical					Pro Forma Adjustments			Pro Forma Combined
	United Health Group		(s) Oxford			Pro Forma Adjustments			Pro Forma Combined
*Assets*
Current Assets
Cash and Cash Equivalents	$	2,714	$	617		$	(397	)^(l)	$	2,934
Short-Term Investments		216		31			—			247
Accounts Receivable, Net		873		38			—			911
Assets Under Management		1,989		—			—			1,989
Deferred Income Taxes and Other		652		83			—			735

Total Current Assets		6,444		769			(397	)		6,816

Long-Term Investments		7,249		1,412			—			8,661
Property, Equipment, Capitalized Software and Other Assets, net		1,182		52			—			1,234
Goodwill		5,446		14			(14	)⁽ⁱ⁾		9,142
							3,696	^(c)
Intangible Assets, net		531		8			(8	)⁽ⁱ⁾		1,266
							735	^(c)(e)

Total Assets	$	20,852	$	2,255		$	4,012		$	27,119

*Liabilities and Shareholders’ Equity*
Current Liabilities
Medical Costs Payable	$	4,664	$	693		$	—		$	5,357
Accounts Payable and Accrued Liabilities		1,589		197			15	^(f)		1,801
Other Policy Liabilities		2,074		—			—			2,074
Short-Term Debt and Current Maturities of Long-Term Debt		150		4			(4	)^(l)		150
Unearned Premiums		662		145			—			807

Total Current Liabilities		9,139		1,039			11			10,189

Long-Term Debt, less current maturities		2,250		393			(393	)^(l)		3,568
							1,318	^(c)(g)
Future Policy Benefits for Life and Annuity Contracts		1,614		—			—			1,614
Deferred Income Taxes and Other Liabilities		622		—			257	^(c)(h)		879

Shareholders’ Equity
Common Stock		6		1			(1	) ⁽ⁱ⁾		6
Additional Paid-In Capital		1,558		776			(776	)⁽ⁱ⁾		5,200
							3,642	^(c)(j)
Treasury Stock		—		(816	)		816	⁽ⁱ⁾		—
Unearned Restricted Stock Unit Compensation				(16	)		16	⁽ⁱ⁾		—
Retained Earnings		5,469		859			(859	)⁽ⁱ⁾		5,469
Accumulated Other Comprehensive Income: Net Unrealized Gains on Investments, net of tax effects		194		19			(19	)⁽ⁱ⁾		194

Total Shareholders’ Equity		7,227		823			2,819			10,869

Total Liabilities and Shareholders’ Equity	$	20,852	$	2,255		$	4,012		$	27,119

Notes to Unaudited Pro Forma Condensed Combined Financial Information

(a)

Reflects the reclassification of certain historical MAMSI amounts to conform to financial reporting being used prospectively by the combined company. While we have conducted preliminary reviews of accounting and financial reporting policy differences relating to Oxford, this review is ongoing and will continue throughout the merger process. As such, additional reclassifications or pro forma adjustments may be identified.

(b)

The MAMSI acquisition closed on February 10, 2004. The pro forma condensed combined balance sheet as of March 31, 2004 includes the effects of the MAMSI acquisition in the UnitedHealth Group historical information. The pro forma condensed combined statement of operations for the three months ended March 31, 2004 includes MAMSI’s results of operations from February 11, 2004 to March 31, 2004 in the UnitedHealth Group historical information. This acquisition resulted in the issuance of UnitedHealth Group common stock and cash based upon the exchange ratio of 0.82 share of UnitedHealth Group common stock and $18 of cash for each outstanding share of MAMSI common stock. The average market price per share of UnitedHealth Group common stock of $53.05 was based upon the average of the closing prices for a range of trading days (October 23, 2003 through October 29, 2003) around the announcement date (October 27, 2003) of the transaction. This resulted in an estimated purchase price of $2,745 million ($1,932 million in stock, $800 million in cash and $13 million of estimated transaction costs) as follows (in millions, except per share amounts):


Stock Consideration
UnitedHealth Group average market price per share (measured as described above)	$	53.05
Exchange ratio		0.82

Equivalent per share consideration	$	43.50
Outstanding shares of MAMSI		44.41

Fair value of UnitedHealth Group shares issued			$	1,932

Cash Consideration
Per share cash consideration	$	18.00
Outstanding shares of MAMSI		44.41

Cash paid				800
Estimated transaction costs				13

Purchase price			$	2,745

The MAMSI purchase price of $2,745 million has been preliminarily allocated to acquired tangible assets and liabilities based upon their estimated fair values as of the acquisition date. The estimated excess purchase price has been preliminarily allocated as detailed below (in millions):


Purchase price	$	2,745
Net tangible assets at acquisition date		(655	)

Total excess purchase price		2,090
Estimated finite-lived intangibles		(360	)
Deferred tax liability for finite-lived intangibles		126

Estimated goodwill	$	1,856

(c)

The unaudited pro forma condensed combined financial information gives effect to the Oxford acquisition, which was announced on April 26, 2004. This acquisition gives effect to the expected issuance of UnitedHealth Group common stock and cash based upon the exchange ratio of 0.6357 share of UnitedHealth

Group common stock and $16.17 of cash for each outstanding share of Oxford common stock. The average market price per share of UnitedHealth Group common stock of $64.78 is based upon the average of the closing prices for a range of trading days (April 22, 2004 through April 28, 2004) around the announcement date (April 26, 2004) of the transaction. This results in an estimated purchase price of $4,975 million ($3,357 million in stock, $1,318 million in cash, $285 million for the estimated fair value of UnitedHealth Group vested common stock options issued in exchange for outstanding Oxford vested common stock options and $15 million of estimated transaction costs) as follows (in millions, except per share amounts):


Stock Consideration
UnitedHealth Group average market price per share (measured as described above)	$	64.78
Exchange ratio		0.6357

Equivalent per share consideration	$	41.18
Outstanding shares of Oxford		81.52

Fair value of UnitedHealth Group shares to be issued			$	3,357

Converted Stock Options
Estimated UnitedHealth Group vested stock options to be issued		8.14
Estimated fair value of stock options to be issued	$	35

Estimated fair value of stock options to be issued				285

Total estimated fair value of equity instruments to be issued				3,642

Cash Consideration
Per share cash consideration	$	16.17
Outstanding shares of Oxford		81.52

Cash to be paid				1,318
Estimated transaction costs				15

Estimated purchase price			$	4,975

The estimated Oxford purchase price of $4,975 million has been preliminarily allocated to acquired tangible assets and liabilities based upon their estimated fair values as of March 31, 2004. The estimated excess purchase price has been preliminarily allocated as detailed below (in millions):


Estimated purchase price	$	4,975
Net tangible assets—Oxford March 31, 2004 balance sheet		(801	)

Total excess purchase price		4,174
Estimated finite-lived intangibles		(735	)
Deferred tax liability for finite-lived intangibles		257

Estimated goodwill	$	3,696

(d)

Finite-lived intangible assets relating to the MAMSI acquisition have been initially recorded in the UnitedHealth Group historical information at $360 million and consist mainly of membership lists, provider networks and non-compete agreements. The estimated weighted average useful life is approximately 19 years and the estimated annual amortization expense is approximately $19 million.

(e)

Finite-lived intangible assets relating to the Oxford acquisition have been estimated at approximately $735 million, consisting mainly of membership lists, provider networks and non-compete agreements. The estimated weighted average useful life is approximately 15 years and the estimated annual amortization expense is approximately $50 million.

(f)	Represents an accrual of $15 million for transaction costs as a result of the merger.

(g)	Represents the borrowing of the cash to be paid as consideration in the Oxford transaction as detailed in note (c).

(h)	Represents the deferred tax liability established for the book and tax basis difference of finite-lived intangible assets, which are amortizable for book purposes but not for tax.

(i)	Represents the elimination of Oxford’s equity accounts and goodwill and intangible asset accounts.

(j)	Represents the issuance of UnitedHealth Group stock and stock options as consideration paid in the Oxford transaction as detailed in note (c).

(k)

Represents the estimated interest expense associated with borrowing the $1,318 million cash to be paid as consideration in the Oxford transaction. The interest rate is based on the issuance of five- to ten-year fixed-rate debt and our estimated current borrowing rate of approximately 5.0% for such debt.

(l)

Represents the payoff of the Oxford debt of $397 million at closing and the corresponding estimated reduction in interest expense and interest income. The effective interest rate used for the investment interest income was 2.0% based upon estimated current interest rates on Oxford’s short term investments.

(m)

Represents the estimated interest expense associated with borrowing the $800 million cash paid as consideration in the MAMSI transaction. The interest expense is based on the issuance of $500 million of five- to ten-year floating-rate debt and $300 million of commercial paper at an estimated weighted average interest rate of approximately 1.3%. The impact on interest expense of a 1/8% change in interest rates would be $1 million. For the March 31, 2004 pro forma condensed combined statement of operations, the estimated interest expense is for the period January 1, 2004 to February 10, 2004 since interest expense for the remaining period during the quarter is reflected in the UnitedHealth Group historical information.

(n)	Represents the pro forma tax effect of the MAMSI and Oxford pro forma adjustments based upon the statutory federal income tax rate of 35%.

(o)

Represents the increase in weighted average shares outstanding from the MAMSI acquisition based on the issuance of 36.4 million shares of UnitedHealth Group common stock at the beginning of the period presented. In the March 31, 2004 pro forma condensed combined statement of operations, this is partially offset by 20.0 million in weighted average shares outstanding that had been included in the UnitedHealth Group historical information since the 36.4 million shares were issued during that period. The 20.0 million represents the pro rata portion of the quarter ended March 31, 2004 that the shares were outstanding.

(p)

Represents the increase in weighted average shares outstanding from the Oxford acquisition based on assuming the issuance of 51.8 million shares of UnitedHealth Group common stock at the beginning of the period presented. The share issuance is based upon the 81.5 million outstanding shares of Oxford stock multiplied by the 0.6357 exchange ratio as detailed in note (c).

(q)

Represents the estimated common stock equivalents related to the issuance of 8.14 million vested options to purchase shares of UnitedHealth Group common stock in exchange for the outstanding options to purchase shares of Oxford common stock at March 31, 2004 as detailed in note (c). This was calculated using the “Treasury Stock” method under FAS No. 128 and using a $33.39 average exercise price and $64.78 average common stock fair value.

(r)	Includes favorable development of the December 31, 2003 medical cost payable estimates of approximately $7 million ($5 million net of tax).

(s)	For comparison purposes, investments available for sale at fair value have been reclassified between short and long term investments based on final maturities.

UNAUDITED COMPARATIVE PER SHARE DATA

In the following table, UnitedHealth Group and Oxford provide you with historical and unaudited pro forma combined per share data, after giving effect to the merger and the issuance of 0.6357 shares of UnitedHealth Group common stock and the payment of $16.17 in cash in exchange for each share of Oxford common stock. This data should be read along with the selected consolidated historical financial data and the historical financial statements of UnitedHealth Group and Oxford and the notes thereto that are included in Annexes D and J and attached hereto and made part hereof. The pro forma information is presented for illustrative purposes only. You should not rely on the pro forma financial information as an indication of the combined financial position or results of operations of future periods or the results that actually would have been realized had the entities been a single entity during the periods presented. The Oxford equivalent pro forma combined per share data is calculated by multiplying the pro forma combined UnitedHealth Group common stock per share amounts by the exchange ratio of 0.6357.


	As of or For the Year Ended December 31, 2003		As of or For the Three Months Ended March 31, 2004
UnitedHealth Group Historical Per Share of Common Stock:
Basic Net Earnings Per Share of Common Stock	$	3.10	$	0.92
Diluted Net Earnings Per Share of Common Stock	$	2.96	$	0.88
Book Value Per Share of Common Stock	$	8.80	$	11.77
Cash Dividends Per Share of Common Stock	$	0.015	$	0.03
Oxford Historical Per Share of Common Stock:
Basic Net Earnings Per Share of Common Stock	$	4.26	$	1.07
Diluted Net Earnings Per Share of Common Stock	$	4.15	$	1.03
Book Value Per Share of Common Stock	$	8.95	$	10.10
Cash Dividends Per Share of Common Stock	$	0.10	$	0.10
Pro Forma Combined Per Share of UnitedHealth Group Common Stock:
Basic Net Earnings Per Share of Common Stock	$	3.33	$	0.97
Diluted Net Earnings Per Share of Common Stock	$	3.19	$	0.92
Book Value Per Share of Common Stock		n/a	$	16.32
Cash Dividends Per Share of Common Stock		n/a	$	0.03
Pro Forma Combined Per Share of Oxford Equivalent Common Stock:
Basic Net Earnings Per Share of Common Stock	$	2.12	$	0.62
Diluted Net Earnings Per Share of Common Stock	$	2.03	$	0.59
Book Value Per Share of Common Stock		n/a	$	10.38
Cash Dividends Per Share of Common Stock		n/a	$	0.019

RISK FACTORS

Before you vote for adoption of the merger agreement, you should carefully consider the risks described below in addition to the other information contained in this proxy statement/prospectus, including the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 36. By voting in favor of the merger, you will be choosing to invest in UnitedHealth Group common stock. The risks and uncertainties described below are not the only ones facing UnitedHealth Group. If any of the following risks actually occur, UnitedHealth Group’s business, financial condition or results of operations could be materially adversely affected, the value of UnitedHealth Group’s common stock could decline and you may lose all or part of your investment.

Risks Associated with the Merger

The anticipated benefits of acquiring Oxford may not be realized.

UnitedHealth Group and Oxford entered into the merger agreement with the expectation that the merger will result in various benefits including, among other things, benefits relating to enhanced revenues, a strengthened market position for UnitedHealth Group in the tri-state area, cross selling opportunities, technology, cost savings and operating efficiencies. Achieving the anticipated benefits of the merger is subject to a number of uncertainties, including whether UnitedHealth Group integrates Oxford in an efficient and effective manner, and general competitive factors in the marketplace. Failure to achieve these anticipated benefits could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy and could materially impact UnitedHealth Group’s business, financial condition and operating results.

UnitedHealth Group may have difficulty integrating Oxford and may incur substantial costs in connection with the integration.

UnitedHealth Group has acquired approximately 45 businesses over the last six years. Although UnitedHealth Group has not experienced any material unanticipated difficulties or expenses in connection with integrating these acquisitions, the possibility exists that such difficulties or expenses could be experienced in connection with the merger, especially given the relatively large size of the merger. The time and expense associated with converting the businesses of the combined company to a common platform and negotiating amended or new contracts with physicians, other health care professionals and facilities, as well as other service providers may exceed management’s expectations and limit or delay the intended benefits of the transaction. Similarly, the process of combining sales and marketing and network management forces, consolidating administrative functions, and coordinating product and service offerings can take longer, cost more, and provide fewer benefits than initially projected. To the extent any of these events occurs, the benefits of the transaction may be reduced, at least for a period of time.

Integrating Oxford will be a complex, time-consuming and expensive process. Before the merger, UnitedHealth Group and Oxford operated independently, each with its own business, products, customers, employees, culture and systems.

UnitedHealth Group may face substantial difficulties, costs and delays in integrating Oxford. These factors may include:

•

potential difficulty in leveraging the value of the separate technologies of the combined company;

•

perceived adverse changes in product offerings available to customers or customer service standards, whether or not these changes do, in fact, occur;

•

managing customer and provider overlap and potential pricing conflicts;

•

costs and delays in implementing common systems and procedures;

•

potential charges to earnings resulting from the application of purchase accounting to the transaction;

•

difficulty comparing financial reports due to differing management systems;

•

diversion of management resources from the business of the combined company;

•

the retention of existing customers of each company;

•

reduction or loss of customer orders due to the potential for market confusion, hesitation and delay;

•

retaining and integrating management and other key employees of the combined company; and

•

coordinating infrastructure operations in an effective and efficient manner.

After the merger, we may seek to combine certain operations and functions using common information and communication systems, operating procedures, financial controls and human resource practices, including training, professional development and benefit programs. We may be unsuccessful in implementing the integration of these systems and processes. UnitedHealth Group operates in all fifty states as well as internationally and conducts business through four related but distinct business segments. UnitedHealth Group employs approximately 37,000 people. For its fiscal year 2003, UnitedHealth Group’s revenues were approximately $28.8 billion. By contrast, Oxford’s operations are concentrated in New York, New Jersey and Connecticut. While the companies believe they share similar cultural characteristics and philosophies, the differences in size and scope of operations may affect the companies’ management processes.

Any one or all of these factors may cause increased operating costs, worse than anticipated financial performance or the loss of customers and employees. Many of these factors are also outside the control of either company.

We must obtain several governmental consents to complete the merger, which, if delayed, not granted or granted with unacceptable conditions may jeopardize or postpone the merger, result in additional expense or reduce the anticipated benefits of the transaction.

We must obtain specified approvals and consents in a timely manner from federal and state agencies prior to the completion of the merger. If we do not receive these approvals on terms that satisfy the merger agreement, then we will not be obligated to complete the merger. The governmental agencies from which we seek approvals have broad discretion in administering relevant laws and regulations. As a condition to approval of the merger, agencies may impose requirements, limitations or costs that could negatively affect the way the combined companies conduct business. UnitedHealth Group is not obligated to complete the merger if an agency imposes a requirement, limitation or additional cost that would reasonably be likely to have a material adverse effect on Oxford or UnitedHealth Group (measuring such effect on UnitedHealth Group at the level of what would be material to Oxford) or that would materially impair the benefits sought to be derived by UnitedHealth Group from the transactions contemplated by the merger agreement, including the merger. If UnitedHealth Group decides to agree to any material requirements, limitations or costs in order to obtain any approvals required to complete the merger, these requirements, limitations or additional costs could adversely affect UnitedHealth Group’s ability to integrate the business of Oxford or reduce the anticipated benefits of the merger. The merger is subject to the requirements of the HSR Act, which prevents certain acquisitions from being completed until required information and materials are furnished to the Antitrust Division of the DOJ and the FTC and certain waiting periods are terminated or expire.

UnitedHealth Group is required to file acquisition of control and other transaction-related filings for approval with the New York, California, New Jersey and Connecticut Insurance Departments as well as filings with the Department of Health in New York and the Department of Health and Senior Services of New Jersey. If such approvals are not obtained, neither UnitedHealth Group nor Oxford will be obligated to complete the merger.

No material commercial third party consents or approvals are required in connection with the proposed transaction.

The value of the shares of UnitedHealth Group common stock that Oxford stockholders receive in the merger will vary as a result of the fixed exchange ratio and fluctuations in the price of UnitedHealth Group’s common stock.

At the effective time of the merger, each outstanding share of Oxford common stock will be converted into the right to receive 0.6357 shares of UnitedHealth Group common stock and $16.17 in cash. The ratio at which the shares will be converted is fixed and any changes in the price of UnitedHealth Group common stock will affect the value of the consideration that Oxford stockholders receive in the merger such that if the price of UnitedHealth Group common stock declines prior to completion of the merger, the value of the merger consideration to be received by Oxford stockholders will decrease. Stock price variations could be the result of changes in the business, operations or prospects of UnitedHealth Group, Oxford or the combined company, market assessments of the likelihood that the merger will be completed within the anticipated time or at all, general market and economic conditions and other factors which are beyond the control of UnitedHealth Group or Oxford. Recent market prices of UnitedHealth Group common stock and Oxford common stock are set forth on page 16 under the heading “Market Price and Dividend Information.”

We encourage Oxford stockholders to obtain current market quotations for UnitedHealth Group common stock and Oxford common stock. The price of UnitedHealth Group common stock and Oxford common stock at the effective time of the merger may vary from their prices on the date of this proxy statement/prospectus and at the time of the special meeting. The historical prices of UnitedHealth Group’s common stock and Oxford’s common stock included in this proxy statement/prospectus are not indicative of their prices on the date the merger is effective. The future market prices of UnitedHealth Group common stock and Oxford common stock cannot be guaranteed or predicted.

The merger may result in a loss of customers and partners.

Some customers may seek alternative sources of product and/or service after the announcement of the merger due to, among other reasons, a desire not to do business with the combined company or perceived concerns that the combined company may not continue to support and develop certain product lines. The combined company could experience some customer attrition by reason of announcement of the merger or after the merger. Difficulties in combining operations could also result in the loss of partners and potential disputes or litigation with customers, partners or others. Any steps by management to counter such potential increased customer or partner attrition may not be effective. Failure by management to control attrition could result in worse than anticipated financial performance.

If the conditions to the merger are not met, the merger may not occur.

Specified conditions set forth in the merger agreement must be satisfied or waived to complete the merger. For a more complete discussion of the conditions to the merger, please see “The Merger Agreement—Conditions to the Merger” beginning on page 83. If the conditions are not satisfied or waived, to the extent permitted by law or stock exchange rule, the merger will not occur or will be delayed, and each of UnitedHealth Group and Oxford may lose some or all of the intended benefits of the merger. The following conditions, in addition to other customary closing conditions, must be satisfied or waived, if permissible, before UnitedHealth Group and Oxford are obligated to complete the merger:

•

the merger agreement must be adopted by the holders of a majority of the outstanding shares of Oxford common stock as of the record date;

•

the waiting period (and any extension thereof) applicable to the merger pursuant to the HSR Act, or any other applicable competition, merger, antitrust or similar law shall have expired or been terminated;

•

specified governmental consents and approvals shall have been obtained and be in full force and effect; and

•

there shall be no legal restraint in effect which would reasonably be likely to have any of the effects set forth in (1) through (3) of the above bullet point; and

•

specified governmental consents, including State Department of Health and/or State Department of Insurance approvals, must have been obtained without conditions which would reasonably be likely to (1) have a material adverse effect on Oxford or UnitedHealth Group (measuring such effect on UnitedHealth Group at the level of what would be material to Oxford) or (2) materially impair the benefits sought to be derived by UnitedHealth Group from the transactions contemplated by the merger agreement, including the merger.

UnitedHealth Group and Oxford may waive one or more of the conditions to the merger without resoliciting stockholder approval for the merger.

Each of the conditions to UnitedHealth Group’s and Oxford’s obligations to complete the merger may be waived, in whole or in part, to the extent permitted by applicable law, by agreement of UnitedHealth Group and Oxford if the condition is a condition to both UnitedHealth Group’s and Oxford’s obligations to complete the merger, or by the party for which such condition is a condition of its obligation to complete the merger. The boards of directors of UnitedHealth Group and Oxford will evaluate the materiality of any such waiver to determine whether amendment of this proxy statement/prospectus and resolicitation of proxies is necessary. However, UnitedHealth Group and Oxford generally do not expect any such waiver to be significant enough to require resolicitation of stockholders. In the event that any such waiver is not determined to be significant enough to require resolicitation of stockholders, the companies will have the discretion to complete the merger without seeking further stockholder approval. UnitedHealth Group and Oxford have agreed, however, that neither party shall waive the condition regarding the receipt of the opinion of its tax counsel following the adoption of the merger agreement by Oxford stockholders unless further stockholder approval is obtained with appropriate disclosure.

Some directors and executive officers of Oxford have interests that differ from those of Oxford stockholders in recommending that Oxford stockholders vote in favor of adoption of the merger agreement.

the merger agreement which thereby become void if the merger is not completed. These agreements generally provide for each executive officer to receive a lump sum payment in an amount equal to the cash severance he would have received under his existing employment agreement if his employment had been constructively terminated following a change in control of Oxford and an initial grant of stock options on completion of the merger. Mr. Berg’s agreement also provides for a grant of stock options on each anniversary of the completion of the merger subject to continued employment. Also, in connection with the merger, Mr. Daniel Gregoire’s existing employment agreement with Oxford was amended. This amendment generally provides that Mr. Gregoire will not be terminated by Oxford for the 12 months following the date of completion of the merger and that he will receive, on the date the merger is consummated, a lump sum payment equal to the cash severance he would have received if his employment had been terminated without cause or by reason of a constructive termination following a change in control of Oxford. In addition, either the adoption by Oxford’s stockholders of the merger agreement or the completion of the merger will result in the accelerated vesting of stock options (except options granted pursuant to the 1991 Non-employee Director Stock Option Plan or which have been or will be granted to employees after April 26, 2004 but before completion of the merger) that have been granted under Oxford’s equity compensation plans to employees, executive officers and directors. Restricted stock units held by Oxford’s executive officers will also vest immediately prior to the merger. Each non-employee director is entitled to receive an automatic grant of nonqualified options annually. In lieu of the 2004 stock option grant, at the recommendation of a nationally recognized independent compensation consultant, Oxford’s board of directors approved a payment of $210,000 to each non-employee director ($315,000 to the Chairman of the board of directors) as the cash equivalent value of the annual grant.

UnitedHealth Group also agreed in the merger agreement to indemnify and provide liability insurance to Oxford’s officers and directors. The directors of Oxford knew about these additional interests and considered them when they approved the merger.

Such interests may influence directors in making their recommendation that you vote in favor of the merger agreement and officers in supporting the merger. For more information about these interests, please see “Interests of Certain Persons in the Merger” beginning on page 66.

The value of the shares of UnitedHealth Group common stock that Oxford stockholders receive in the merger, as well as the percentage of the outstanding shares of capital stock of UnitedHealth Group held by Oxford stockholders following the merger, may decline as a result of additional acquisitions by UnitedHealth Group in the future.

UnitedHealth Group may, as part of its business strategy, pursue additional acquisitions of companies or businesses. Any acquisition strategy is subject to inherent risk and UnitedHealth Group cannot guarantee that it will be able to complete any acquisition, including the ability to identify potential partners, successfully negotiate economically beneficial terms, successfully integrate such business, retain its key employees and achieve the anticipated revenue, cost benefits or synergies. For example, in February 2004 UnitedHealth Group completed its acquisition of MAMSI for approximately $800 million in cash and $1.9 billion in UnitedHealth Group common stock. UnitedHealth Group may be unable to integrate MAMSI’s personnel and culture, employee benefits, products, distribution channel, supplier relationships and information technology into the larger UnitedHealth Group organization. Additionally, UnitedHealth Group may issue additional shares of UnitedHealth Group common stock in connection with any future acquisition which could dilute the holdings of UnitedHealth Group common stock by former Oxford stockholders.

Risks Related to UnitedHealth Group’s Business

UnitedHealth Group must effectively manage its health care costs.

Under risk-based product arrangements, UnitedHealth Group assumes the risk of both medical and administrative costs for its customers in return for a monthly premium. Premium revenues from risk-based products (excluding AARP) comprise approximately 75% of UnitedHealth Group’s total consolidated revenues. UnitedHealth Group uses approximately 80% to 85% of its premium revenues to pay the costs of health care services delivered to its customers. The profitability of UnitedHealth Group’s risk-based products depends in

large part on its ability to predict accurately, price for, and manage effectively health care costs. Total health care costs are affected by the number of individual services rendered and the cost of each service. UnitedHealth Group’s premium revenue is typically fixed in price for a 12-month period and is generally priced one to four months before contract commencement. Services are delivered and related costs are incurred when the contract commences. Although UnitedHealth Group bases the premiums it charges on its estimate of future health care costs over the fixed premium period, inflation, regulations and other factors may cause actual costs to exceed what was estimated and reflected in premiums. These factors may include increased use of services, increased cost of individual services, catastrophes, epidemics, the introduction of new or costly treatments, new mandated benefits or other regulatory changes, insured population characteristics and seasonal changes in the level of health care use. Relatively small differences between predicted and actual medical costs as a percentage of premium revenues can result in significant changes in UnitedHealth Group’s financial results. For example, if medical costs increased by an additional one percent for UnitedHealthcare’s commercial insured products, UnitedHealth Group’s annual net earnings for 2003 would have been reduced by approximately $75 million. In addition, the financial results UnitedHealth Group reports for any particular period include estimates of costs incurred for which the underlying claims have not been received by UnitedHealth Group or for which the claims have been received but not processed. If these estimates prove too high or too low, the effect of the change would be included in future results.

UnitedHealth Group faces intense competition in many of its markets and customers have flexibility in moving between competitors.

UnitedHealth Group’s businesses compete throughout the United States and face significant competition in all of the geographic markets in which they operate. For UnitedHealth Group’s Uniprise and Health Care Services businesses, competitors include Aetna, Anthem, Cigna, Coventry, Humana, PacifiCare, WellPoint, numerous for profit and not for profit organizations operating under licenses from the Blue Cross Blue Shield Association and other enterprises concentrated in more limited geographic areas. UnitedHealth Group’s Specialized Care Services and Ingenix business segments also compete with a number of businesses. Moreover, UnitedHealth Group believes the barriers to entry in many markets are not substantial, so the addition of new competitors can occur relatively easily, and customers enjoy significant flexibility in moving to competitors. These competitors in particular markets may have capabilities that give them a competitive advantage. Greater market share, established reputation, superior supplier arrangements, existing business relationships, and other factors all can provide a competitive advantage. In addition, significant merger and acquisition activity has occurred in the industries in which UnitedHealth Group operates, both as to its competitors and suppliers to these industries. This level of consolidation makes it more difficult for UnitedHealth Group to retain or increase customers, to improve the terms on which it does business with its suppliers, and to maintain or advance its profitability.

UnitedHealth Group’s relationship with AARP is significant to its Ovations business.

Under UnitedHealth Group’s 10-year contract with AARP which was initiated in 1998, UnitedHealth Group provides Medicare Supplement and Hospital Indemnity health insurance and other products to AARP members. As of March 31, 2004, UnitedHealth Group’s portion of AARP’s insurance program represented approximately $4.1 billion in annual net premium revenue from approximately 3.8 million AARP members. UnitedHealth Group’s AARP contract may be terminated early by UnitedHealth Group or AARP under certain circumstances, including a material breach by either party, insolvency of either party, a material adverse change in the financial condition of either party, and by mutual agreement. The success of UnitedHealth Group’s AARP arrangement depends, in part, on UnitedHealth Group’s ability to service AARP and its members, develop additional products and services, price the products and services competitively, and respond effectively to federal and state regulatory changes. Additionally, events that adversely affect AARP or one of its other business partners for its member insurance program could have an adverse effect on the success of UnitedHealth Group’s arrangement with AARP. For example, if consumers were dissatisfied with the products AARP offered or its reputation, if federal legislation limited opportunities in the Medicare market, or if the services provided by AARP’s other business partners were unacceptable, UnitedHealth Group’s business could be adversely affected.

The effects of the new Medicare reform legislation on UnitedHealth Group’s business are uncertain.

Recently enacted Medicare reform legislation is complex and wide-ranging. There are numerous provisions in the legislation that will influence UnitedHealth Group’s business, although at this early stage, it is difficult to predict the extent to which UnitedHealth Group’s businesses will be affected. While uncertain as to impact, UnitedHealth Group believes the increased funding provided in the legislation will intensify competition in the seniors health services market.

UnitedHealth Group’s business is subject to intense government scrutiny and UnitedHealth Group must respond quickly and appropriately to frequent changes in government regulations.

UnitedHealth Group’s business is regulated at the federal, state, local and international levels. The laws and rules governing UnitedHealth Group’s business and interpretations of those laws and rules are subject to frequent change. Broad latitude is given to the agencies administering those regulations. Existing or future laws and rules could force UnitedHealth Group to change how it does business, restrict revenue and enrollment growth, increase its health care and administrative costs and capital requirements, and increase its liability in federal and state courts for coverage determinations, contract interpretation and other actions. UnitedHealth Group must obtain and maintain regulatory approvals to market many of its products, to increase prices for certain regulated products and to consummate its acquisitions and dispositions. Delays in obtaining or UnitedHealth Group’s failure to obtain or maintain these approvals could reduce its revenue or increase its costs.

UnitedHealth Group participates in federal, state and local government health care coverage programs. These programs generally are subject to frequent change, including changes that may reduce the number of persons enrolled or eligible, reduce the amount of reimbursement or payment levels, or increase UnitedHealth Group’s administrative or health care costs under such programs. Such changes have adversely affected UnitedHealth Group’s financial results and willingness to participate in such programs in the past and may do so in the future.

State legislatures and Congress continue to focus on health care issues. Legislative and regulatory proposals at state and federal levels may affect certain aspects of UnitedHealth Group’s business, including contracting with physicians, hospitals and other health care professionals; physician reimbursement methods and payment rates; coverage determinations; claim payments and processing; use and maintenance of individually identifiable health information; medical malpractice litigation; and government-sponsored programs. UnitedHealth Group cannot predict if any of these initiatives will ultimately become binding law or regulation, or, if enacted, what their terms will be, but their enactment could increase UnitedHealth Group’s costs, expose it to expanded liability, require it to revise the ways in which it conducts business or put it at risk for a loss of business.

UnitedHealth Group is also subject to various governmental investigations, audits and reviews. Such oversight could result in UnitedHealth Group’s loss of licensure or it right to participate in certain programs, or the imposition of civil or criminal fines, penalties and other sanctions. In addition, disclosure of any adverse investigation or audit results or sanctions could damage UnitedHealth Group’s reputation in various markets and make it more difficult for it to sell its products and services. UnitedHealth Group is currently involved in various governmental investigations, audits and reviews. These include routine, regular and special investigations, audits and reviews by the Centers for Medicare and Medicaid Services, state insurance and health and welfare departments, and state attorneys general, the Office of Personnel Management, the Office of the Inspector General and U.S. Attorneys. The results of pending matters are always uncertain.

UnitedHealth Group is dependent on its relationships with physicians, hospitals and other health care providers.

UnitedHealth Group contracts with physicians, hospitals, pharmaceutical benefit service providers and pharmaceutical manufacturers, and other health care providers for favorable prices. A number of organizations

are advocating for legislation that would exempt certain of these physicians and health care professionals from federal and state antitrust laws. In any particular market, these physicians and health care professionals could refuse to contract, demand higher payments, or take other actions that could result in higher health care costs, less desirable products for customers or difficulty meeting regulatory or accreditation requirements. In some markets, certain health care providers, particularly hospitals, physician/hospital organizations or multi-specialty physician groups, may have significant market positions or near monopolies that could result in diminished bargaining power on UnitedHealth Group’s part.

The nature of UnitedHealth Group’s business exposes it to significant litigation risks and its insurance coverage may not be sufficient to cover some of the costs associated with litigation.

Sometimes UnitedHealth Group becomes a party to the types of legal actions that can affect any business, such as employment and employment discrimination-related suits, employee benefit claims, breach of contract actions, tort claims, shareholder suits, and intellectual property-related litigation. In addition, because of the nature of UnitedHealth Group’s businesses, it is routinely made party to a variety of legal actions related to the design, management and offerings of its services. These matters include, but are not limited to, claims related to health care benefits coverage, medical malpractice actions, contract disputes and claims related to disclosure of certain business practices. In 1999, a number of class action lawsuits were filed against UnitedHealth Group and virtually all major entities in the health benefits business. The suits are purported class actions on behalf of physicians for alleged breaches of federal statutes, including ERISA and the Racketeer Influenced Corrupt Organization Act. Although the expenses which UnitedHealth Group has incurred to date in defending the 1999 class action have not been material to its business, it will continue to incur expenses in the defense of the 1999 class action litigation and other matters, even if they are without merit.

Following the events of September 11, 2001, the cost of business insurance coverage has increased significantly. As a result, UnitedHealth Group has increased the amount of risk that it self-insures, particularly with respect to matters incidental to its business. UnitedHealth Group believes that it is adequately insured for claims in excess of its self-insurance, however, certain types of damages, such as punitive damages, are not covered by insurance. UnitedHealth Group records liabilities for its estimates of the probable costs resulting from self-insured matters. Although UnitedHealth Group believes the liabilities established for these risks are adequate, it is possible that the level of actual losses may exceed the liabilities recorded.

UnitedHealth Group’s businesses depend significantly on effective information systems and the integrity of the data it uses to run these businesses.

UnitedHealth Group’s ability to adequately price its products and services, provide effective and efficient service to its customers, and to accurately report its financial results depends significantly on the integrity of the data in UnitedHealth Group’s information systems. As a result of UnitedHealth Group’s acquisition activities, it has acquired additional systems. UnitedHealth Group has been taking steps to reduce the number of systems it operates and has upgraded and expanded its information systems capabilities. If the information UnitedHealth Group relies upon to run its businesses was found to be inaccurate or unreliable or if it fails to maintain effectively its information systems and data integrity, it could lose existing customers, have difficulty in attracting new customers, have problems in determining medical cost estimates and establishing appropriate pricing, have customer and physician and other health care provider disputes, have regulatory problems, have increases in operating expenses or suffer other adverse consequences.

UnitedHealth Group depends on independent third parties, such as IBM, Unisys and Medco Health Solutions, Inc., with whom it has entered into agreements, for significant portions of its data center operations and pharmacy benefits management and processing. Even though UnitedHealth Group has appropriate provisions in its agreements with IBM, Unisys and Medco, including provisions with respect to specific performance standards, covenants, warranties, audit rights, indemnification, and other provisions, UnitedHealth Group’s dependence on these third parties makes its operations vulnerable to their failure to perform adequately under the

contracts, due to internal or external factors. Although there are a limited number of service organizations with the size, scale and capabilities to effectively provide certain of these services, especially with regard to pharmacy benefits processing, UnitedHealth Group believes that other organizations could provide similar services on comparable terms. A change in service providers, however, could result in a decline in service quality and effectiveness or less favorable contract terms.

Business acquisitions may increase costs, liabilities, or create disruptions in UnitedHealth Group’s business.

UnitedHealth Group has recently completed several business acquisitions. UnitedHealth Group reviews the records of companies it plans to acquire, however, even an in-depth review of records may not reveal existing or potential problems or permit UnitedHealth Group to become familiar enough with a business to assess fully its capabilities and deficiencies. As a result, UnitedHealth Group may assume unanticipated liabilities, or an acquisition may not perform as well as expected. UnitedHealth Group faces the risk that the returns on acquisitions will not support the expenditures or indebtedness incurred to acquire such businesses, or the capital expenditures needed to develop such businesses. UnitedHealth Group also faces the risk that it will not be able to integrate acquisitions into its existing operations effectively. Integration may be hindered by, among other things, differing procedures, business practices and technology systems.

UnitedHealth Group must comply with emerging restrictions on patient privacy, including taking steps to ensure compliance by its business associates who obtain access to sensitive patient information when providing services to UnitedHealth Group.

The use of individually identifiable data by UnitedHealth Group’s businesses is regulated at international, federal and state levels. These laws and rules are changed frequently by legislation or administrative interpretation. Varying state laws address the use and maintenance of individually identifiable health data. Most are derived from the privacy provisions in the federal Gramm-Leach-Bliley Act and HIPAA. HIPAA also imposes guidelines on UnitedHealth Group’s business associates (as this term is defined in the HIPAA regulations). Even though UnitedHealth Group provides for appropriate protections through its contracts with its business associates, it still has limited control over their actions and practices. Compliance with emerging proposals and new regulations may result in cost increases due to necessary systems changes, the development of new administrative processes, and the effects of potential noncompliance by UnitedHealth Group’s business associates. They also may impose further restrictions on UnitedHealth Group’s use of patient identifiable data that is housed in one or more of UnitedHealth Group’s administrative databases.

UnitedHealth Group’s knowledge and information-related businesses depend significantly on maintaining proprietary rights to its databases and related products.

UnitedHealth Group relies on its agreements with customers, confidentiality agreements with employees, and its trade secrets, copyrights and patents to protect its proprietary rights. These legal protections and precautions may not prevent misappropriation of its proprietary information. In addition, substantial litigation regarding intellectual property rights exists in the software industry, and UnitedHealth Group expects software products to be increasingly subject to third-party infringement claims as the number of products and competitors in this industry segment grows. Such litigation and misappropriation of UnitedHealth Group’s proprietary information could hinder its ability to market and sell products and services.

The effects of the war on terror and future terrorist attacks could have a severe impact on the health care industry.

The terrorist attacks launched on September 11, 2001, the war on terrorism, the threat of future acts of terrorism and the related concerns of customers and providers have negatively affected, and may continue to negatively affect, the U.S. economy in general and UnitedHealth Group’s industry specifically. Depending on the

government’s actions and the responsiveness of public health agencies and insurance companies, future acts of terrorism and bio-terrorism could lead to, among other things, increased use of health care services including, without limitation, hospital and physician services; loss of membership in health plans UnitedHealth Group administers as a result of lay-offs or other reductions of employment; adverse effects upon the financial condition or business of employers who sponsor health care coverage for their employees; disruption of UnitedHealth Group’s information and payment systems; increased health care costs due to restrictions on UnitedHealth Group’s ability to carve out certain categories of risk, such as acts of terrorism; and disruption of the financial and insurance markets in general.

The market price of UnitedHealth Group’s common stock may be particularly sensitive due to the nature of the business in which it operates.

The market prices of the securities of the publicly-held companies in UnitedHealth Group’s industry have shown volatility and sensitivity in response to many external factors, including general market trends, public communications regarding managed care, litigation and judicial decisions, legislative or regulatory actions, health care cost trends, pricing trends, competition, earnings, membership reports of particular industry participants and acquisition activity. Despite UnitedHealth Group’s specific outlook or prospects, the market price of UnitedHealth Group’s common stock may decline as a result of any of these external factors. By way of illustration, UnitedHealth Group’s stock price has ranged from $35.33 on December 31, 2001 to $64.44 on March 31, 2004 (as adjusted to reflect stock splits and dividends).

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be made directly in this proxy statement/prospectus referring to UnitedHealth Group or Oxford, including the Annexes attached to this proxy statement/prospectus and made part of this proxy statement/prospectus, and may include statements regarding the period following completion of the merger. These statements are intended to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

These forward-looking statements are based on current projections about operations, industry, financial condition and liquidity. Words such as “may,” “will,” “should,” “plan,” “predict,” “potential,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe” and words and terms of similar substance used in connection with any discussion of future operating or financial performance, the merger or our businesses, identify forward- looking statements. You should note that the discussion of UnitedHealth Group’s and Oxford’s reasons for the merger and the description of Oxford’s financial advisor’s opinion contain many forward-looking statements that describe beliefs, assumptions and estimates as of the indicated dates and those forward-looking expectations may have changed as of the date of this proxy statement/prospectus. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Those statements are not guarantees and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results could differ materially and adversely from these forward-looking statements.

Health benefits companies operate in a highly competitive, constantly changing environment that is significantly influenced by aggressive marketing and pricing practices of competitors, regulatory oversight and organizations that have resulted from business combinations. The following is a summary of factors, the results of which, either individually or in combination, if markedly different from UnitedHealth Group’s and Oxford’s planning assumptions, could cause UnitedHealth Group’s and Oxford’s results to differ materially from those expressed in any forward-looking statements contained in this proxy statement/prospectus, including the Annexes attached to this proxy statement/prospectus and made part of this proxy statement/prospectus:

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trends in health care costs and utilization rates

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ability to secure sufficient premium rate increases;

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competitor pricing below market trends of increasing costs;

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increased government regulation of health benefits and managed care;

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significant acquisitions or divestitures by major competitors;

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introduction and utilization of new prescription drugs and technology;

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a downgrade in our financial strength ratings;

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litigation targeted at health benefits companies;

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ability to contract with providers consistent with past practice;

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general economic downturns;

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the level of realization, if any, of expected cost savings and other synergies from the merger;

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difficulties related to the integration of the business of UnitedHealth Group and Oxford may be greater than expected; and

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revenues following the merger may be lower than expected.

The above list is not intended to be exhaustive and there may be other factors that would preclude us from realizing the predictions made in the forward-looking statements. Because such forward-looking statements are

subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. UnitedHealth Group shareholders and Oxford stockholders are cautioned not to place undue reliance on such statements, which speak only as of the date of this proxy statement/prospectus or the date of Oxford’s financial advisor’s opinion.

All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this proxy statement/prospectus and attributable to UnitedHealth Group or Oxford or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, neither UnitedHealth Group nor Oxford undertakes any obligation to release publicly any revisions or updates to such forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

THE SPECIAL MEETING OF OXFORD STOCKHOLDERS

This proxy statement/prospectus is furnished in connection with the solicitation of proxies from the holders of Oxford common stock by the Oxford board of directors for use at the special meeting of Oxford stockholders. The purpose of the special meeting is for you to consider and vote upon a proposal to adopt the merger agreement. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A and made part of this proxy statement/prospectus.

This proxy statement/prospectus is first being furnished to Oxford stockholders on or about June 16, 2004.

Date, Time and Place of the Special Meeting

The special meeting will be held on Wednesday, July 7, 2004 at 10:00 a.m. local time at the Trumbull Marriott, 180 Hawley Lane, Trumbull, CT 06611.

Matters to be Considered at the Special Meeting

At the special meeting, stockholders of Oxford will be asked to (1) consider and vote upon a proposal to adopt the merger agreement, (2) consider and vote on a proposal to authorize the proxyholders to vote to adjourn or postpone the special meeting, in their sole discretion, for the purpose of soliciting additional votes for the adoption of the merger agreement and (3) transact such other business as may properly come before the special meeting or any postponements or adjournments of the special meeting. Adoption of the merger agreement will also constitute approval of the merger and the other transactions contemplated by the merger agreement.

Record Date and Shares Entitled to Vote

Oxford’s board of directors has fixed the close of business on June 11, 2004 as the record date for determination of Oxford stockholders entitled to notice of and to vote at the special meeting. As of the close of business on June 11, 2004, there were 81,934,723 shares of Oxford common stock outstanding and entitled to vote, held of record by approximately 825 stockholders. A majority of these shares, present in person or represented by proxy, will constitute a quorum for the transaction of business. If a quorum is not present, it is expected that the special meeting will be adjourned or postponed to solicit additional proxies. Each Oxford stockholder is entitled to one vote for each share of Oxford common stock held as of the record date.

Vote Required

Adoption of the merger agreement by Oxford’s stockholders is required by Delaware law. Such adoption requires the affirmative vote of the holders of a majority of the shares of Oxford common stock outstanding on the record date and entitled to vote at the special meeting. Authorizing the proxyholders to vote to adjourn or postpone the special meeting for the purpose of soliciting additional votes for the adoption of the merger agreement will require the affirmative vote of Oxford stockholders representing a majority of the shares of Oxford common stock present and entitled to vote at the special meeting. The directors and executive officers of Oxford beneficially owned approximately 0.14% of the outstanding shares of Oxford common stock as of June 9, 2004, including options exercisable within 60 days, as of the record date. As of the record date and the date of this proxy statement/prospectus, neither UnitedHealth Group nor any of its directors or officers owned any shares of Oxford common stock.

Voting of Proxies; Revocation of Proxies

If you vote your shares of Oxford common stock by (1) signing and returning the enclosed proxy in the enclosed prepaid and addressed envelope, (2) telephone or (3) accessing the Internet, your shares, unless your

proxy is revoked, will be voted at the special meeting as you indicate on your proxy. If no instructions are indicated on your signed proxy card, your shares will be voted “FOR” adoption of the merger agreement and authorization of the proxyholders to vote for the adjournment or postponement of the special meeting for the purpose of soliciting additional votes.

You are urged to mark the box on the proxy card, following the instructions included on your proxy card, to indicate how to vote your shares. To vote by telephone or the Internet, please follow the instructions included on your proxy card. If you vote by telephone or the Internet, you do not need to complete and mail your proxy card. Votes by telephone or the Internet must be received by 11:59 p.m., eastern time, on Tuesday, July 6, 2004. Voting by telephone or the Internet will not affect your right to vote in person should you decide to attend the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct such institution on how to vote your shares. Your broker or bank will vote your shares only if you provide instructions on how to vote by following the information provided to you by your broker or bank. If you do not instruct your broker, bank or other nominee, they will not be able to vote your shares.

Oxford’s board of directors does not presently intend to bring any other business before the special meeting and, so far as is presently known to Oxford’s board of directors, no other matters are to be brought before the special meeting. As to any business that may properly come before the special meeting, however, it is intended that proxies, in the form enclosed, will be voted in respect of such business in accordance with the judgment of the persons voting such proxies.

You may revoke your proxy at any time prior to its use by delivering to the Secretary of Oxford, at Oxford’s offices at 48 Monroe Turnpike, Trumbull, Connecticut 06611, a signed notice of revocation, by granting a duly executed new, signed proxy or by submitting a new proxy by telephone or the Internet, or if you are a holder of record by attending the special meeting and voting in person. If you hold your shares in “street name,” you must get a proxy from your broker, bank or other custodian to vote your shares in person at the special meeting. Attendance at the special meeting does not in itself constitute the revocation of a proxy.

Quorum; Broker Abstentions and Broker Non-Votes

The required quorum for the transaction of business at the special meeting is a majority of the shares of Oxford common stock issued and outstanding on the record date. Abstentions and broker non-votes each will be included in determining the number of shares present and voting at the meeting for the purpose of determining the presence of a quorum. Because adoption of the merger agreement requires the affirmative vote of a majority of the outstanding shares of Oxford common stock entitled to vote, abstentions and broker non-votes will have the same effect as votes against adoption of the merger agreement. Abstentions and broker non-votes also will have the same effect as votes against the authorization of the proxyholders to vote to adjourn or postpone the special meeting for the purpose of soliciting additional votes. In addition, the failure of an Oxford stockholder to return a proxy will have the effect of a vote against the adoption of the merger agreement.

The actions proposed in this proxy statement/prospectus are not matters that can be voted on by brokers holding shares for beneficial owners without the owners’ specific instructions. If you do not instruct your broker, bank or other nominee, they will not be able to vote your shares, such failure to vote referred to as a broker non-vote. Accordingly, if a broker or bank holds your shares you are urged to instruct your broker or bank on how to vote your shares.

Expenses of Solicitation

UnitedHealth Group and Oxford will share equally the costs of preparing and distributing this proxy statement/prospectus for the special meeting. In addition to solicitation by mail, directors, officers and regular employees of Oxford or its subsidiaries may solicit proxies from stockholders by telephone, telegram, e-mail,

personal interview or other means. UnitedHealth Group and Oxford currently expect not to incur any costs beyond those customarily expended for a solicitation of proxies in connection with a merger agreement. Directors, officers and employees will not receive additional compensation for their solicitation activities, but may be reimbursed for reasonable out of pocket expenses incurred by them in connection with the solicitation. Brokers, dealers, commercial banks, trust companies, fiduciaries, custodians and other nominees have been requested to forward proxy solicitation materials to their customers and such nominees will be reimbursed for their reasonable out of pocket expenses. Oxford has engaged Georgeson Shareholder Communications Inc. to assist in the solicitation of proxies for the meeting and Oxford estimates it will pay them a fee of approximately $20,000, and will reimburse them for reasonable out of pocket expenses incurred in connection with such solicitation.

Householding

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this proxy statement/prospectus may have been sent to multiple stockholders in your household. Oxford will promptly deliver a separate copy of this proxy statement/prospectus, including the attached Annexes to you if you write or call Oxford at the following address or phone number: 48 Monroe Turnpike, Trumbull, Connecticut 06611, Telephone: (203) 459-6838. If you wish to receive separate copies of an annual report or proxy statement in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder, or you may contact Oxford, as applicable, at the above address and phone number.

Board Recommendation

The Oxford board of directors has unanimously approved and adopted the merger agreement and unanimously recommends that Oxford stockholders vote “FOR” the adoption of the merger agreement and authorization of the proxyholders to vote to adjourn or postpone the special meeting for the purpose of soliciting additional votes for the adoption of the merger agreement.

The matters to be considered at the special meeting are of great importance to the stockholders of Oxford. Accordingly, you are urged to read and carefully consider the information presented in this proxy statement/prospectus, and to complete, date, sign and promptly return the enclosed proxy in the enclosed postage-paid envelope or submit your proxy by telephone or the Internet.

Stockholders should not send any stock certificates at this time. A transmittal form with instructions for the surrender of stock certificates for Oxford common stock will be mailed to you as soon as practicable after completion of the merger.

THE MERGER

This section of the proxy statement/prospectus describes material aspects of the merger. While UnitedHealth Group and Oxford believe that the description covers the material terms of the merger and the related transactions, this summary may not contain all of the information that is important to you. You should read this entire proxy statement/prospectus, the attached annexes, and the other documents to which this proxy statement/prospectus refers, carefully for a more complete understanding of merger.

General Description of the Merger

At the effective time of the merger, Oxford will merge with and into Ruby Acquisition. Upon completion of the merger, the separate corporate existence of Oxford will cease and Ruby Acquisition will continue as the surviving entity.

As a result of the merger, each share of Oxford common stock outstanding at the effective time of the merger will be converted automatically into the right to receive 0.6357 shares of UnitedHealth Group common stock, sometimes referred to as the “exchange ratio,” plus $16.17 in cash, without interest. Oxford stockholders will receive cash instead of fractional shares of UnitedHealth Group common stock that would have otherwise been issued as a result of the merger. If the number of shares of either UnitedHealth Group common stock or Oxford common stock changes before the merger is completed because of stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, then an appropriate and proportionate adjustment will be made to the stock and cash to be received by Oxford stockholders in the merger.

Based on the number of shares of Oxford common stock and UnitedHealth Group common stock outstanding or issuable upon exercise of outstanding stock options, whether or not vested with respect to Oxford options, as of the record date, but excluding options held by certain executive officers of Oxford representing the right to acquire 2,488,835 shares of Oxford common stock in the aggregate, which such executive officers have agreed to refrain from exercising prior to the completion of the merger, and the exchange ratio, approximately 55.5 million shares of UnitedHealth Group common stock will be issued pursuant to the merger agreement, representing approximately 8% of the UnitedHealth Group common stock outstanding immediately after the merger. The total cash estimated to be payable to Oxford’s stockholders in exchange for their common stock pursuant to the merger agreement is approximately $1.4 billion, assuming all Oxford stock options are exercised except as described above and determined without regard to any dissenting shares and any fractional shares.

UnitedHealth Group will account for the merger as a purchase for financial reporting purposes. See “Accounting Treatment” beginning on page 76. The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes. See “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 73 for a discussion of material U.S. federal income tax consequences of the merger.

Background of the Merger

UnitedHealth Group continually evaluates strategic opportunities and business scenarios as a part of its ongoing evaluation of the market and opportunities to strengthen its business. In connection with this ongoing evaluation, management of UnitedHealth Group regularly evaluates other companies across its business units and regularly updates its board of directors on potential acquisitions. As a result of this ongoing evaluation, UnitedHealth Group has been generally familiar with the operations of Oxford over the past several years.

As a regional managed care organization, Oxford has continually considered strategic alternatives to become more competitive in the tri-state area and the national market.

In the first half of 2003, Oxford retained Goldman Sachs to act as Oxford’s financial advisor. From May 2003 through August 2003, Oxford, together with Goldman Sachs, engaged in discussions with a third party concerning a possible strategic “merger of equals” business combination. During such period, Oxford and the third party executed a confidentiality agreement and conducted an extensive legal, financial and operational due diligence review on each other, assisted by antitrust counsel and other independent experts in light of regulatory issues. The Oxford board of directors met several times during the course of this four-month period to discuss the terms and status of the negotiations. In mid-August 2003, Oxford and the third party mutually agreed to terminate such discussions.

On November 5, 2003, Charles Berg, Oxford’s President and Chief Executive Officer, received a letter from the third party seeking to recommence discussion of a possible business combination and continue the due diligence review that had been terminated in August. In the letter, the third party proposed to enter into a business combination transaction with Oxford in which Oxford stockholders would receive stock of the third party and cash consideration in a range equivalent to $49-$50 per Oxford share. The letter contemplated that the third party would pay the premium portion of the consideration in cash and the remaining portion of the consideration in common stock of the third party. The proposal was conditioned upon completion of due diligence, execution of definitive documentation, receipt of necessary governmental and third party approvals, and other customary closing conditions. The cash consideration was to be financed through external sources and the proposal was also conditioned upon the receipt of such financing.

In November 2003, Oxford and the third party recommenced their due diligence investigations, which continued until mid-April 2004. Also in November 2003, as discussed in detail below, UnitedHealth Group and Oxford entered into discussions concerning a possible business combination. From mid-November to April 2004, Oxford entered into detailed discussions with the third party and UnitedHealth Group regarding, and investigated the possibility of, a business combination with the third party and UnitedHealth Group, respectively.

On November 18, 2003, Mr. Berg met with Stephen J. Hemsley, President and Chief Operating Officer of UnitedHealth Group. Mr. Hemsley initiated this meeting, and the parties discussed in general terms their respective businesses, including the prospects for the industry and the benefits that might accrue to their respective organizations upon the combination of their operations and they agreed to continue their discussions. There was no commitment for any specific action discussed at the meeting. After the meeting, Mr. Berg and Mr. Hemsley spoke by telephone on several occasions about both companies’ strategic opportunities. During the balance of the year, Mr. Berg and Mr. Hemsley also had additional conversations during which they continued to discuss their businesses, the prospects for the industry and the potential benefits of a combination. In these conversations, they reaffirmed that there was sufficient interest in a possible business combination transaction between UnitedHealth Group and Oxford to continue their discussions and exchange information about the two companies.

On February 3, 2004, as part of a regularly scheduled UnitedHealth Group board meeting, senior management of UnitedHealth Group reviewed potential merger or acquisition candidates across UnitedHealth Group’s business units with the UnitedHealth Group’s board of directors. Oxford was included in this review as a potential candidate for further evaluation by UnitedHealth Group’s management. No action was requested of UnitedHealth Group’s board of directors at this time.

As a follow-up to the previous discussions between Mr. Hemsley and Mr. Berg, on February 17, 2004, Mr. Hemsley, Robert J. Sheehy, Chief Executive Officer of UnitedHealthcare, William A. Munsell, Executive Vice President of UnitedHealthcare, and G. Mike Mikan, Vice President Corporate Development of UnitedHealth Group, met with Mr. Berg, Kurt B. Thompson, Executive Vice President and Chief Financial Officer of Oxford, and Kevin Hill, Executive Vice President Sales & Business Development of Oxford, to discuss further the possibility of a business combination transaction involving Oxford and UnitedHealth Group. During the meeting, representatives of Oxford provided background information regarding Oxford and its businesses to the UnitedHealth Group representatives. The parties also discussed the possible structure of a transaction and the

UnitedHealth Group representatives indicated that it would be important to retain Oxford’s management in any transaction. At the conclusion of the meeting Mr. Hemsley and Mr. Berg agreed to continue discussions regarding the possibility of a business combination transaction.

On February 20, 2004, Messrs. Mikan and Thompson discussed by telephone what historical Oxford financial information UnitedHealth Group would need in order to allow it to analyze further a possible business combination transaction with Oxford.

From time to time between November 2003 and March 2004, the Oxford board of directors met with members of Oxford senior management, Sullivan & Cromwell LLP, Oxford’s outside legal counsel, and Oxford’s financial advisor to discuss the status of discussions with each of UnitedHealth Group and the third party.

On March 2, 2004, at a special meeting of Oxford’s board of directors, the Oxford board, together with certain members of Oxford senior management, Oxford’s financial advisor and Sullivan & Cromwell LLP, discussed UnitedHealth Group, certain strategic and financial considerations related to a possible transaction with UnitedHealth Group, as well as the current status of the third party proposal.

On March 9, 2004, UnitedHealth Group sent to Oxford a financial analysis of a potential transaction between the companies, a potential timeline, and a list of due diligence items to be made available by Oxford.

On March 10, 2004, Mr. Berg met with William W. McGuire, M.D., Chairman and Chief Executive Officer of UnitedHealth Group and Mr. Hemsley, to discuss the possible transaction.

On March 12, 2004, Mr. Berg and Mr. Hemsley discussed various matters relating to a potential transaction, including the structure of a potential transaction and a range of possible purchase prices for Oxford, subject to due diligence and additional negotiations. During this discussion, Mr. Hemsley stated that UnitedHealth Group was prepared to propose a premium of 15% to Oxford’s market price of March 12, 2004, to be comprised of 72% UnitedHealth Group common stock and 28% cash. The parties also discussed certain provisions that might be included in a definitive merger agreement between the parties, including an agreement regarding the circumstances in which Oxford could solicit alternative business combination proposals, a requirement that Oxford’s stockholders vote on the proposed merger with UnitedHealth Group even if the Oxford board changes its recommendation of the transaction, a termination fee that would be payable to UnitedHealth Group if the merger agreement were terminated under certain circumstances and potential closing conditions, as well as Oxford’s desire for strong deal certainty provisions to be included in the merger agreement. Mr. Hemsley further indicated that it would be important to UnitedHealth Group to retain Oxford’s current management as it believed the retention of management would be essential to achieving the anticipated benefits of the transaction. Mr. Hemsley proposed that certain members of Oxford’s management would enter into employment agreements with UnitedHealth Group.

On March 14, 2004, at a special meeting of Oxford’s board of directors, the Oxford board, along with members of Oxford senior management and its advisors, discussed the terms of the UnitedHealth Group proposal, as well as certain financial and scheduling considerations related to the proposal. The board also discussed the possible transaction with the third party and authorized Oxford management to continue discussions with both UnitedHealth Group and the third party.

On March 15, 2004, Mr. Thompson met with Mr. Mikan to discuss the due diligence process and potential integration planning strategies. On March 17, 2004, various members of UnitedHealth Group and Oxford management, together with their respective outside legal counsel, participated in a conference call regarding due diligence logistics. On March 18, 2004, UnitedHealth Group and Oxford executed a confidentiality agreement and UnitedHealth Group commenced a financial, legal, and operational due diligence review of Oxford’s business and operations, which continued until April 26, 2004.

On March 24, 2004, Skadden, Arps, Slate, Meagher & Flom LLP, outside legal counsel to UnitedHealth Group, provided a draft merger agreement to Oxford and its outside legal counsel.

On March 25, 2004, at a special meeting of Oxford’s board of directors, the Oxford board, together with certain members of Oxford senior management and Oxford’s outside legal and financial advisors, discussed the terms and status of the possible transaction with UnitedHealth Group and the possible transaction with the third party, including due diligence matters and discussions on the draft merger agreements with each company. In connection with strategic discussions between certain members of Oxford senior management and the Oxford board, the Oxford board was provided several financial scenarios that reflected assumptions with respect to competitive pricing pressure, economic growth, trends in employment and increases in medical costs in the markets in which Oxford operates and the mix of Oxford’s products and services sold. Goldman Sachs then discussed with the Oxford board various financial and strategic considerations related to the proposals from UnitedHealth Group and the third party. Mr. Berg then discussed with the Oxford board the principal terms of the draft merger agreement prepared by UnitedHealth Group. Oxford’s outside legal advisor reviewed with the board the fiduciary duties of Oxford’s directors.

On March 29, 2004, Oxford and its representatives provided comments on the draft merger agreement to UnitedHealth Group and its representatives. Starting in the beginning of April, 2004 through April 26, 2004, Oxford’s and UnitedHealth Group’s senior management and respective advisors each worked to conduct their due diligence and review of the proposed business combination, reviewing financial and other terms of the transaction and the latest versions of the draft merger agreement, disclosure schedules, employment agreements and related documents and met on numerous occasions to negotiate such documentation. Numerous issues regarding the draft merger agreement were discussed, including the scope of the representations and warranties, covenants regarding each party’s obligation to use its efforts to procure all necessary regulatory approvals, closing conditions and provisions relating to the rights and obligations of the parties in the event that Oxford received an alternative business combination proposal from a third party. In these discussions, UnitedHealth Group emphasized the importance of the merger agreement provisions it had requested regarding the circumstances in which Oxford could solicit alternative business combination proposals, the requirement that Oxford’s stockholders vote on the proposed merger with UnitedHealth Group even if the Oxford board changes its recommendation of the transaction and Oxford’s obligation to pay UnitedHealth Group a termination fee if the merger agreement were terminated under certain circumstances. Oxford, in turn, emphasized that the agreement would need to contain stricter deal certainty provisions, particularly in the form of narrower exceptions to UnitedHealth Group’s obligation to obtain all necessary regulatory approvals and to consummate the closing, to afford Oxford’s board of directors a meaningful opportunity to respond to unsolicited third-party alternative proposals and to include a reasonable termination fee that would only be payable on Oxford entering into an alternative proposal within 12 months of the date of termination.

On April 6, 2004, at a special meeting of Oxford’s board of directors, the Oxford board, together with certain members of Oxford senior management and Oxford’s outside legal and financial advisors, discussed the terms and status of the possible transaction with UnitedHealth Group and the possible transaction with the third party, including with respect to due diligence matters and negotiations on the draft merger agreements with each company. Mr. Berg provided an update to the board on the ongoing due diligence process with UnitedHealth Group and the third party.

On April 13, 2004, at a special meeting of UnitedHealth Group’s Board of Directors, Dr. McGuire and Mr. Hemsley discussed with the UnitedHealth Group’s directors the strategic rationale for a possible acquisition of Oxford, the terms and status of the proposed transaction with Oxford and the status of ongoing due diligence of Oxford and its businesses.

In mid April, 2004, UnitedHealth Group had further discussions with Oxford regarding retaining Oxford’s management as part of a transaction. UnitedHealth Group ultimately required, as a condition to entering into the merger agreement, that Mr. Berg and six members of Oxford senior management enter into employment agreements with UnitedHealth Group effective upon completion of the merger.

Throughout April of 2004, Dr. McGuire and Mr. Hemsley had several telephone conversations with the other members of UnitedHealth Group’s board of directors apprising them of the terms and status of the proposed transaction and seeking input and support for the manner in which the proposed acquisition was progressing.

On April 18, 2004, at a special meeting of Oxford’s board of directors, the Oxford board, together with certain members of Oxford senior management and Oxford’s outside legal and financial advisors, discussed the terms and status of the possible transaction with UnitedHealth Group and a possible transaction with the third party, including with respect to due diligence matters and negotiations on the draft merger agreements with each company. At the meeting Goldman Sachs discussed with the Oxford board the financial terms of each of the proposals received from UnitedHealth Group and the third party. As of the date of this meeting, the third party’s proposal was $59.31 per Oxford share (based on the third party’s closing share price on April 16, 2004), consisting of approximately 60% third party stock and 40% cash (the increase in the third party’s proposed price from the $49-50 range discussed in November 2003 resulted from changes in the proposal made by the third party and an increase in the stock price of the third party and Oxford since such date). In comparison, the value of the UnitedHealth Group proposal as of the same date was $57.75 (based on the closing share price of UnitedHealth Group’s shares on April 16, 2004), consisting of 72% UnitedHealth Group stock and 28% cash. Mr. Berg then discussed certain transaction risks associated with each proposal, including the risk of non-consummation and the likelihood of successful integration, with the Oxford board. Oxford’s outside legal advisor also reviewed with the board the fiduciary duties of Oxford’s directors. After additional consultation with its outside legal and financial advisors, the Oxford board determined that a business combination with UnitedHealth Group represented a better long-term strategic opportunity for Oxford and its stockholders than entering into a business combination with the third party. In reaching this decision, the Oxford board considered a number of factors, including, without limitation, (1) the financial terms of each proposal and the expected strategic, financial and operational long-term benefits of each transaction, (2) the certainty of closing of each transaction (particularly in connection with obtaining required regulatory approvals and any necessary financing), (3) the likelihood of successfully integrating Oxford with each party, (4) the track record of each party in connection with past acquisitions and integrations, (5) the business culture of each party as compared to Oxford’s, (6) the shareholder profile of each party, including, in particular, the existence of a large shareholder of the third party that might affect the transaction process and the post-consummation combined company, (7) the existence of pending litigation related to the third party that might result in a litigant seeking to enjoin the possible transaction and (8) the ability of Oxford’s stockholders to monetize the stock consideration to be received in each transaction in light of the public float of each party and any expected stock offerings by the large shareholder of the third party. Consequently, the Oxford board of directors authorized Mr. Berg to seek to finalize negotiations with UnitedHealth Group and, if feasible, to leave discussions with the third party open in the event that Oxford could not agree to a business combination on acceptable terms with UnitedHealth Group.

UnitedHealth Group and Oxford continued their discussions and negotiations from April 19 through April 26, 2004. During this period, UnitedHealth Group and Oxford negotiated the merger consideration to be paid to Oxford stockholders in the transaction, subject to satisfactory negotiation and completion of definitive documentation and the approval of each party’s board of directors. In arriving at the merger consideration to be paid to Oxford’s stockholders, the parties desired to provide some immediate liquidity to Oxford’s stockholders in the form of a cash payment and also to allow Oxford’s stockholders to continue to participate in the future prospects of the combined company through the stock component of the merger consideration. The amount of the merger consideration was determined by arm’s-length negotiation between the parties. In this negotiation, the parties determined that a premium over Oxford’s current per share stock price would be paid by UnitedHealth Group and each party took into account, respectively, the factors described under “UnitedHealth Group’s Reasons for the Merger” and “Oxford’s Reasons for the Merger and Board of Directors Recommendation” in determining the merger consideration that would be in the best interests of its stockholders. The exchange ratio was ultimately set based on the formula of the negotiated transaction share price of Oxford and the agreed upon amount of cash, $16.17 per share, versus the UnitedHealth Group stock to be used as consideration. The formula used to determine the exchange ratio was the difference between the negotiated transaction share price and $16.17, divided by UnitedHealth Group’s closing share price on April 23, 2004, of $65.95.

On April 20, 2004, at a special meeting of Oxford’s board of directors, the Oxford board, together with certain members of Oxford’s senior management and Oxford’s outside legal and financial advisors, discussed the terms and status of the possible transaction with UnitedHealth Group and of the possible transaction with the third party. Mr. Berg then discussed developments in the UnitedHealth Group transaction, including updating the board on the significant progress that had been made with UnitedHealth Group.

On April 20, 2004, certain members of Oxford’s senior management, together with Oxford’s outside legal advisor, discussed various legal due diligence items with certain members of UnitedHealth Group’s senior management and UnitedHealth Group’s outside counsel. Between April 20, 2004 and April 26, 2004, representatives of Oxford completed their legal due diligence review of UnitedHealth Group.

As of April 21, 2004, UnitedHealth Group engaged JP Morgan Securities Inc., as its lead financial advisor in connection with the potential merger with Oxford. UnitedHealth Group also engaged Citigroup Global Markets Inc., Morgan Stanley & Co. Incorporated and Banc of America Securities LLC as financial advisors in connection the potential merger with Oxford as of April 23, 2003.

On April 21, 2004, at a special meeting of Oxford’s board of directors, Mr. Berg provided an update to the Oxford board on the status of discussions with UnitedHealth Group and the proposed timetable for resolution of the remaining items with UnitedHealth Group. On the same date, the third party terminated discussions regarding a potential business combination transaction with Oxford.

Between April 23, 2004 and April 25, 2004, Dr. McGuire, Mr. Hemsley, and members of UnitedHealth Group’s senior management had advisory meetings with several UnitedHealth Group directors apprising them of the status of the transaction and providing detailed analysis of the material terms of the transaction. During these meetings, the directors expressed their support for pursuing the transaction.

On April 25 and 26, 2004, UnitedHealth Group and certain executive officers of Oxford agreed on the terms of employment agreements that such officers of Oxford would be entering into with UnitedHealth Group at the time of signing the merger agreement, to be effective upon completion of the merger.

On April 25, 2004, UnitedHealth Group’s senior management and advisors presented a detailed review of the proposed transaction with Oxford to the UnitedHealth Group board of directors, including an overview of Oxford, material terms of the draft merger agreement, valuation parameters, due diligence findings and other matters. Prior to this meeting, the UnitedHealth Group board was provided with materials, including a detailed analysis of Oxford and the transaction and a draft of the merger agreement. JP Morgan, UnitedHealth Group’s lead financial advisor, also presented a financial review and analysis of the proposed transaction. UnitedHealth Group’s board of directors expressed its support for pursuing the transaction and authorized management to seek to finalize the terms and definitive documentation for the transaction.

On the evening of April 25, 2004, at a special meeting of Oxford’s board of directors, Mr. Berg reviewed with the Oxford board recent activities and discussions with UnitedHealth Group of the past weeks and discussed the status of the remaining open issues and the proposed timing if a transaction with UnitedHealth Group was to be approved. Prior to this meeting, the Oxford board was provided with materials, including a detailed analysis of UnitedHealth Group and the transaction, a draft of the merger agreement and a summary of the principal terms of the merger agreement. Oxford’s outside legal advisor reviewed with the board its fiduciary duties and then reviewed with the board in detail information regarding the proposed transaction, including a comprehensive overview of the key terms of the merger agreement, employment agreements and related benefits arrangements, regulatory and other matters. Mr. Gregoire, together with one of Oxford’s outside legal advisors, then discussed certain regulatory issues with the board. Goldman Sachs presented to the Oxford board a financial analysis of UnitedHealth Group, an analysis of the financial terms of the proposed transaction and a financial analysis of Oxford as a stand-alone company. A representative of Goldman Sachs then stated that Goldman Sachs would be in a position the next day to render its opinion, barring any unforeseen events, that, as of such date and based upon and subject to the factors and assumptions in its written opinion, the merger consideration to be received

by Oxford stockholders pursuant to the merger was fair from a financial point of view to the Oxford stockholders. Oxford’s board of directors authorized management to seek to finalize the terms and appropriate documentation for the transaction. No other action was taken by the Oxford board at this meeting.

On April 26, 2004, Dr. McGuire, Mr. Hemsley and David J. Lubben, General Counsel and Secretary of UnitedHealth Group, had an advisory call with a director of UnitedHealth Group who was unable to attend the April 25, 2004 board meeting. During this call, Dr. McGuire and Mr. Hemsley apprised the director of the status of the transaction, provided a detailed analysis of the material terms of the transaction, and summarized discussions from the April 25, 2004 board meeting. The director expressed his support for entering into the transaction with Oxford.

On the morning of April 26, 2004, UnitedHealth Group’s senior management provided an update of the status of the transaction to the UnitedHealth Group board of directors. It was noted that substantial progress had been made on negotiation of definitive documents, and that it was expected that definitive documents could be finalized by the end of the day. The UnitedHealth Group directors reiterated their support for pursuing the transaction.

On the morning of April 26, 2004, at a special meeting of Oxford’s board of directors, the Oxford board, together with certain members of Oxford’s senior management and Oxford’s outside legal and financial advisors, discussed Oxford’s upcoming earnings release and certain related matters.

On the afternoon of April 26, 2004, at a special meeting of UnitedHealth Group’s board of directors, UnitedHealth Group’s senior management reviewed the proposed terms of the transaction and updated the board on the resolution of the remaining issues. JP Morgan, UnitedHealth Group’s lead financial advisor, updated its financial analysis and reviewed it with the board. The board also reviewed the duties of directors in considering and approving the transaction. At the conclusion of this meeting, the UnitedHealth Group directors unanimously approved the merger agreement and the transactions contemplated by the merger agreement, including the merger.

On the afternoon of April 26, 2004, at a special meeting of Oxford’s board of directors, the Oxford board, together with certain members of Oxford’s senior management, reviewed the proposed terms of the transaction and Oxford’s outside legal and financial advisors, discussed the status of the UnitedHealth Group transaction. Oxford’s legal advisor reviewed with the board the fiduciary duties of Oxford’s directors and then discussed the terms of the proposed merger agreement. Goldman Sachs then delivered its oral opinion, which was subsequently confirmed by delivery of a written opinion dated April 26, 2004, that, as of that date and based upon and subject to the factors and assumptions set forth therein, the merger consideration to be received by Oxford stockholders pursuant to the merger is fair from a financial point of view to such holders. The Oxford directors then unanimously approved the merger agreement and the transactions contemplated by the merger agreement, including the merger.

Following such meetings, on April 26, 2004, UnitedHealth Group and Oxford executed the merger agreement and UnitedHealth Group entered into employment agreements with certain key employees of Oxford.

On April 26, 2004, UnitedHealth Group and Oxford publicly announced the execution of the merger agreement.

UnitedHealth Group’s Reasons for the Merger

In approving, adopting and authorizing the merger and the merger agreement, the UnitedHealth Group board of directors considered a number of factors, including, without limitation, the facts discussed in the following paragraphs. In light of the number and wide variety of factors considered in connection with its evaluation of the merger, the UnitedHealth Group board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. The board viewed its position and recommendations as being based on all of the information available and the

factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of UnitedHealth Group’s reasons for the merger and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 36.

In reaching its decision, the board consulted with UnitedHealth Group’s management with respect to strategic and operational matters and with UnitedHealth Group’s legal counsel with respect to the merger agreement and the transactions contemplated thereby. The board also consulted with J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc. and Banc of America Securities LLC, UnitedHealth Group’s financial advisors, with respect to the financial aspects of the merger.

The board identified a number of potential benefits of the merger that it believes will contribute to the success of the combined enterprise. These potential benefits include:

•

the combination of Oxford’s capabilities in the tri-state area with UnitedHealth Group’s scale, resources, product options and national, multi-site market access;

•

the strengthening of UnitedHealth Group’s position in the tri-state area;

•

the merger provides UnitedHealth Group a significant opportunity to improve access to affordable health services for employers and consumers in the tri-state area, which area is home to 91 Fortune 500 employers and the approximately 50 Fortune 500 employers with whom UnitedHealth Group has no current relationship, and to employers that are headquartered elsewhere with significant employment bases in the tri-state area;

•

the improvement of UnitedHealth Group’s ability to work effectively and efficiently with physicians and care providers in the tri-state area;

•

Oxford’s assets, brand and reputation significantly expand and enhance UnitedHealth Group’s customer products and services;

•

the experience and strength of Oxford’s management team;

•

the historical loyalty of Oxford’s customers and care providers in the tri-state area;

•

similar corporate cultures and values focused on providing quality products and services to customers and building collaborative relationships with physicians, the fit of Oxford with UnitedHealth Group and Uniprise, the complementary nature of the two companies’ operations, and the experience, reputation and financial strength of Oxford;

•

the merger consideration to be paid in the merger is consistent with recent comparable transactions in the health benefits industry, including UnitedHealth Group’s recent acquisition of MAMSI;

•

the intended treatment of the merger for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code with the results described under the heading “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 73;

•

the merger will be immediately accretive to UnitedHealth Group’s earnings per share at closing;

•

the potential for the merger to leverage UnitedHealth Group’s expertise and investment in technology to improve the delivery of health care services to the people currently served by Oxford;

•

the merger provides cross-selling opportunities for higher-margin specialty products and services such as dental, vision and mental health benefits to existing Oxford customers; and

•

the opportunity to realize cost savings through potential operational synergies.

The UnitedHealth Group board also considered the structure of the transaction and the terms of the merger agreement and related documents, including:

•

the consideration to be paid to Oxford’s stockholders;

•

the representations and warranties of Oxford;

•

the covenants of UnitedHealth Group and Oxford;

•

the conditions required to be satisfied or waived, if permissible, prior to completion of the merger;

•

the rights of UnitedHealth Group or Oxford to terminate the merger agreement in certain circumstances; and

•

the terms relating to third party offers, including the (1) limitations on the ability of Oxford to solicit offers for competing business combination proposals, (2) requirement that Oxford’s stockholders vote on the adoption of the merger agreement even if the Oxford board of directors changes or withdraws its recommendation of the merger and (3) ability to receive a termination fee if the merger agreement is terminated under certain circumstances.

The UnitedHealth Group board also identified and considered a number of uncertainties and risks. Those negative factors included:

•

the risk that the potential benefits of the merger might not be realized;

•

the risk that the merger may not be completed;

•

the challenges, costs and risks of integrating the businesses of UnitedHealth Group and Oxford and the potential management, customer, supplier, partner and employee disruption that may be associated with the merger;

•

the diversion of management focus and resources from other strategic opportunities and from operational matters while working to implement the merger;

•

the conditions to the merger agreement requiring receipt of certain regulatory consents and approvals; and

•

various other applicable risks associated with the combined company and the merger, including those described under the section entitled “Risk Factors” beginning on page 26.

The board weighed the benefits, advantages and opportunities against the challenges inherent in the combination of two businesses of the size of UnitedHealth Group and Oxford and the possible resulting diversion of management attention for an extended period of time. The board realized that there can be no assurance about future results, including results expected or considered in the factors listed above. However, the board concluded that the potential benefits outweighed the potential risks of consummating the merger.

After taking into account these and other factors, the board unanimously determined that the merger agreement and the transactions contemplated thereby were fair to, and in the bests interests of, UnitedHealth Group and its shareholders, and approved, adopted and authorized the merger agreement and the transactions contemplated thereby, including the merger.

Oxford’s Reasons for the Merger and Board of Directors Recommendation

The Oxford board of directors believes that the merger presents an opportunity to combine and expand two leading and complementary health benefits companies. The Oxford board consulted with management with respect to strategic and operational matters and also consulted with its financial and other advisors and determined that the merger was consistent with the strategic plans of Oxford and was in the best interests of Oxford and its stockholders. In reaching the conclusion to unanimously approve and adopt the merger agreement, the Oxford board considered a number of factors, including the following:

UnitedHealth Group’s Financial Condition, Prospects and Industry Reputation

The Oxford board of directors considered its knowledge of the business, operations, technological capabilities, financial condition, earnings and prospects of UnitedHealth Group, as well as UnitedHealth Group’s

track record of industry leadership. The Oxford board took note of the fact that UnitedHealth Group is one of the nation’s largest health benefits companies, serving approximately 55 million Americans. The board considered UnitedHealth Group’s size and scope, which would allow Oxford to leverage UnitedHealthcare’s national provider network, wide range of ancillary products and services, as well as its operational capabilities to enhance membership and revenue growth within the tri-state area. In particular, the Oxford board considered that a merger with UnitedHealth Group would enable Oxford to better meet the needs of multi-location workforces with a strong tri-state area presence, such as Fortune 500 companies with regional or national offices across the United States.

Trends in the Health Benefits Industry

The Oxford board of directors considered the current environment and trends in the health benefits industry, including the regulatory uncertainty related to managed care generally, industry consolidation and pricing trends. The board considered the advantages that large companies with national reach have in such an environment and that access to UnitedHealth Group’s size and scope would place Oxford in a better position to take advantage of growth opportunities; meet competitive pressures; serve customers more efficiently; and develop, introduce and administer new products to respond to the need for affordable healthcare.

Merger Consideration and Stock Prices

The Oxford board of directors considered the relationship of the consideration to be paid pursuant to the merger agreement to recent and historical market prices of its common stock and UnitedHealth Group common stock. It also considered the form of the merger consideration, the premium to be paid to Oxford stockholders, the certainty of the value of the cash component of the merger consideration, as well as the ability of the holders of Oxford common stock to become holders of UnitedHealth Group common stock and participate in the future prospects of the combined business of UnitedHealth Group and Oxford. It also took into account that the consideration to be paid in the merger was consistent with recent comparable transactions in the health benefits industry.

Opinion of Goldman Sachs

The Oxford board evaluated the financial analyses presented by Goldman Sachs as well as the opinion delivered to the Oxford board by Goldman Sachs to the effect that, as of April 26, 2004, and based upon and subject to the factors and assumptions set forth in the opinion, the merger consideration to be received by the Oxford stockholders pursuant to the merger was fair, from a financial point of view, to the Oxford stockholders. The opinion of Goldman Sachs is described in detail under the heading “Opinion of Oxford’s Financial Advisor” beginning on page 52.

Revenue and Revenue Enhancements

The Oxford board took note of the opportunity for additional market penetration for Oxford products, as well as the ability to broaden its customer relationships, through UnitedHealth Group’s product offerings, multi-site capabilities and technology. Further, the board noted that the merger will be immediately accretive to the combined company’s earnings. The board also noted UnitedHealth Group’s successful track record with respect to acquisitions and integrations.

Potential Synergies

The Oxford board considered the ability of the combined company to achieve economies of scale and thereby enhance profitability by leveraging the experienced management teams and best practices from both companies and extending each company’s geographic reach.

Common Vision of Senior Managements

The Oxford board of directors considered the complementary nature of the operations of Oxford and UnitedHealth Group, management’s belief that the companies have similar corporate cultures and values focused on providing quality products and services to customers, equitably treating employees and creating stockholder value. The board also took into account the experience and reputation of UnitedHealth Group’s management and the financial strength and capabilities of UnitedHealth Group. It was noted by the board that, like Oxford, UnitedHealth Group has a progressive culture, disciplined management, a commitment to the study and application of data, and a strong track record of value creation.

Closing and Integration Risks

The Oxford board, based on discussions with members of Oxford management, took into account the view of Oxford and UnitedHealth Group that the merger should present a manageable execution risk in view of the similar business lines and corporate cultures of the two companies. The board noted UnitedHealth Group’s record of successfully integrating past acquisitions. The Oxford board considered its belief, after consultation with its outside legal advisors, that the regulatory approvals and clearances necessary to complete the merger should be obtained without any burdensome terms or conditions.

Financing

The Oxford board considered UnitedHealth Group’s ability to borrow and repay the funds needed for the cash portion of the merger consideration and for transaction costs and the low probability that an adverse change in financial, banking or capital markets in general would negatively affect UnitedHealth Group’s ability to pay the cash consideration at the closing or that any such payment under such circumstances would negatively affect UnitedHealth Group’s financial strength or credit ratings.

United States Federal Income Tax Treatment

The Oxford board of directors considered the intended treatment of the merger for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code with the results described under the heading “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 73.

Transaction Agreements

The Oxford board reviewed the terms of the merger agreement and the employee related agreements.

The Oxford board also considered a number of potentially negative factors in its deliberations concerning the merger, including:

•

that Oxford stockholders as a group would control less than 8% of UnitedHealth Group after the completion of the merger;

•

the risk that the merger might not receive the necessary regulatory approvals and clearances to complete the merger or that governmental authorities could attempt to condition their approval of the merger on the companies’ compliance with certain burdensome terms or conditions;

•

the termination fee that would be payable by Oxford to UnitedHealth Group if the merger agreement is terminated under certain circumstances, as described under the heading “The Merger Agreement—Payment of Termination Fee” beginning on page 85;

•

the possibility of encountering difficulties in integrating the two companies, realizing synergies and revenue enhancements in the amounts currently estimated or in the time frame currently contemplated; and

•

the possibility that the process of planning for the integration of Oxford into UnitedHealth Group and the regulatory approval and effects might adversely affect the ability of Oxford to meet its existing business performance targets.

The Oxford board of directors weighed these advantages and opportunities against the challenges inherent in the combination of two managed care companies with complex and geographically different operations and the possible resulting diversion of Oxford management attention for an extended period of time. The Oxford board realized that there can be no assurance about future results, including results expected or considered in the factors above, such as assumptions regarding synergies, revenue enhancements and earnings accretion. However, the Oxford board concluded that the potential positive factors outweighed the potential risks associated with the merger.

In approving and adopting the merger agreement, the Oxford board of directors considered a number of factors, including factors discussed in the above paragraphs. In view of the number and wide variety of factors considered in connection with its evaluation of the merger, the Oxford board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. The Oxford board of directors viewed its position and recommendations as being based on all of the information and the factors presented to and considered by it. In addition, individual directors may have given different weight to different information and factors. This explanation of Oxford’s reasons for the merger and all other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 36.

At a special meeting held on April 26, 2004, the Oxford board of directors determined that the merger and the merger agreement are advisable, fair to and in the best interests of Oxford and its stockholders. Accordingly, the Oxford board of directors unanimously approved and adopted the merger agreement and unanimously recommends that Oxford stockholders vote “FOR” the adoption of the merger agreement.

Opinion of Oxford’s Financial Advisor

Goldman Sachs delivered an oral opinion to Oxford’s board of directors, subsequently confirmed in writing, to the effect that, as of April 26, 2004, and based upon and subject to the factors and assumptions set forth in the opinion, the merger consideration to be received by the holders of the outstanding shares of Oxford common stock pursuant to the merger was fair from a financial point of view to those holders.

The full text of the written opinion of Goldman Sachs, dated April 26, 2004, which sets forth the assumptions made, procedures followed, matters considered, and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this proxy statement/prospectus. Goldman Sachs provided its opinion for the information and assistance of Oxford’s board of directors in connection with its consideration of the merger. Goldman Sachs’ opinion is not a recommendation as to how any holder of Oxford common stock should vote with respect to the merger. Oxford’s stockholders are encouraged to read the opinion in its entirety.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

•

the merger agreement;

•

annual reports to stockholders and Annual Reports on Form 10-K of Oxford and UnitedHealth Group for the five years ended December 31, 2003;

•

interim reports to stockholders and Quarterly Reports on Form 10-Q of Oxford and UnitedHealth Group;

•

other communications from Oxford and UnitedHealth Group to their respective stockholders;

•

internal financial analyses and forecasts for Oxford prepared by its management, including forecasts reflecting a “base case” scenario and forecasts reflecting a “pessimistic case” scenario; and

•

operating synergies estimated by Oxford’s management to result from the merger.

Goldman Sachs also held discussions with members of the senior management of Oxford and UnitedHealth Group regarding their assessment of the strategic rationale for, and the potential benefits of, the merger and the past and current business operations, financial condition and future prospects of their respective companies.

In addition, Goldman Sachs:

•

reviewed the reported price and trading activity for Oxford and UnitedHealth Group common stock;

•

compared financial and stock market information for Oxford and UnitedHealth Group with similar information for other companies the securities of which are publicly traded;

•

reviewed the financial terms of recent business combinations in the health insurance industry specifically and in other industries generally; and

•

performed such other studies and analyses, and considered such other factors, as Goldman Sachs considered appropriate.

Goldman Sachs relied upon the accuracy and completeness of all of the financial, accounting, legal, tax and other information discussed with or reviewed by it and assumed such accuracy and completeness for purposes of rendering its opinion. In that regard, Goldman Sachs took into account the views of Oxford’s management of the risks and uncertainties relating to the ability of Oxford to realize Oxford management’s base case forecasts in the amounts and time periods contemplated by those forecasts.

Goldman Sachs did not receive UnitedHealth Group’s internal financial forecasts and analyses in connection with its opinion. Accordingly, based on discussions Goldman Sachs had with UnitedHealth Group’s management and with the consent of the Board of Directors of Oxford, Goldman Sachs assumed that the research analysts’ estimates for UnitedHealth Group published as of April 23, 2004 by the Institutional Brokers Estimate System, referred to as IBES, a data service that compiles estimates and recommendations issued by securities research analysts, were a reasonable basis upon which to evaluate the future financial performance of UnitedHealth Group, and Goldman Sachs used those estimates for UnitedHealth Group in its analysis. In that regard, with the consent of the board of directors of Oxford, Goldman Sachs’ review with respect to those estimates for UnitedHealth Group was limited to discussions with UnitedHealth Group management.

Goldman Sachs is not an actuarial firm and its services did not include any actuarial determinations or evaluations by it or an attempt by it to evaluate actuarial assumptions. In that respect, Goldman Sachs did not analyze, and expressed no opinion as to, the adequacy of the reserves of Oxford or UnitedHealth Group, and Goldman Sachs relied upon information supplied to it by Oxford and UnitedHealth Group as to such adequacy. Goldman Sachs also assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on Oxford or UnitedHealth Group or on the expected benefits of the merger in any way meaningful to Goldman Sachs’ analysis. In addition, Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any derivative or off-balance sheet assets and liabilities) of Oxford or UnitedHealth Group or any of their respective subsidiaries, and Goldman Sachs was not furnished with any such evaluation or appraisal. Goldman Sachs’ opinion did not address the relative merits of the merger as compared to any alternative business transaction that might have been available to Oxford, including an alternative proposal from a third party that for a variety of business, legal, regulatory and financial reasons, after consultation with Goldman Sachs and others, was not pursued to completion. Goldman Sachs’ opinion did not address the underlying business decision of Oxford to engage in the merger. In addition, Goldman Sachs did not express any opinion as to the prices at which the shares of Oxford or UnitedHealth Group common stock will trade at any time.

The following is a summary of the material financial analyses presented by Goldman Sachs to Oxford’s board of directors in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs. The order of analyses described does not represent the relative importance or weight given to those analyses by Goldman Sachs. Some

of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before April 23, 2004, and is not necessarily indicative of current market conditions.

Historical Stock Price Performance Review

Oxford

Goldman Sachs reviewed the average of the closing prices of Oxford common stock over two-week, one-, three- and six-month and one-, two-, three-, four- and five-year periods ending on April 2, 2004, the last trading day before a report of a rumored transaction involving Oxford appeared in The Wall Street Journal. Goldman Sachs also reviewed the closing price for Oxford common stock on April 23, 2004, the last trading day before the announcement of the signing of the merger agreement; the average of the closing prices of Oxford common stock over the five-trading-day period ending on April 2, 2004; and the closing prices for Oxford common stock on the last trading day immediately prior to each of the two-week, one-, three- and six-month and one-, two-, three-, four- and five-year periods ending on April 23, 2004. The results of this review are noted in the table below.


	Average of Closing Prices over Specified Period		Closing Stock Price on Specified Trading Day
April 23, 2004		N/A	$	50.89
Five-day average for period ending April 2, 2004		N/A		48.87
Two weeks	$	47.64		56.70	*
One month		47.68		46.73
Three months		47.26		47.74
Six months		45.20		43.71
One year		41.28		28.71
Two years		40.03		44.87
Three years		36.78		26.49
Four years		34.73		14.50
Five years		30.86		18.50

* This closing stock price was as of April 9, 2004, after the report of a rumored transaction involving Oxford appeared in The Wall Street Journal.

UnitedHealth Group

Goldman Sachs reviewed the average of the closing prices of UnitedHealth Group common stock over two-week, one-, three- and six-month and one-, two-, three-, four- and five-year periods ending on April 23, 2004, as well as the closing price for UnitedHealth Group common stock on April 23, 2004 and the closing prices for UnitedHealth Group common stock on the last trading day immediately prior to each of the two-week, one-, three- and six-month and one-, two-, three-, four- and five-year periods ending on April 23, 2004. The results of this review are noted in the table below.


	Average of Closing Prices over Specified Period		Closing Stock Price on Specified Trading Day
April 23, 2004 Two weeks	$	N/A 65.72	$	65.95 68.08
One month		65.05		63.70
Three months		62.54		59.67
Six months		58.39		53.98
One year		54.19		45.38
Two years		49.15		42.58
Three years		44.12		29.87
Four years		39.35		17.36
Five years		34.31		13.47

Discounted Cash Flow Analysis

Goldman Sachs performed discounted cash flow analyses to determine ranges of implied present values per share of Oxford common stock as of April 1, 2004, utilizing Oxford management’s forecasts reflecting both its base case and pessimistic case scenarios. Oxford management informed Goldman Sachs that its base case and pessimistic case scenarios reflected differing assumptions on the part of Oxford management as to growth in Oxford’s membership, increases in its medical costs, premium increases to be charged to Oxford members and increases in Oxford’s administrative expenses. According to Oxford management, these differing assumptions reflected different potential scenarios with respect to competitive pricing pressure, economic growth, trends in employment and increases in medical costs in the markets in which Oxford operates and the product mix of Oxford products and services sold. For 2004, the Oxford management’s forecast were identical under both scenarios. For 2005 through 2008, the pessimistic case scenario reflected the possibility of a more negative outlook with respect to the above variables. Using discount rates ranging from 11% to 7%, reflecting estimates of Oxford’s weighted average cost of capital, Goldman Sachs derived a range of implied enterprise values for Oxford by discounting to present value (a) the expected free cash flow of Oxford over the period from April 1, 2004 through December 31, 2008 and (b) implied terminal values for Oxford as of December 31, 2008 derived by multiplying estimates of Oxford’s 2008 earnings before interest, taxes, depreciation and amortization, referred to as EBITDA, by terminal multiples ranging from 5.5x to 7.5x. To calculate ranges of implied present values per share of Oxford, Goldman Sachs subtracted from the range of implied enterprise values, the amount of Oxford’s indebtedness as provided to it by the management of Oxford and divided the result by the number of Oxford’s fully diluted shares outstanding provided to Goldman Sachs by Oxford’s management.

Based on the forgoing calculations, Goldman Sachs derived a range of implied present values of $53.28 to $76.62 per share of Oxford common stock based on Oxford management’s forecasts reflecting its base case scenario and a range of implied present values of $34.92 to $49.36 per share of Oxford common stock based on Oxford management’s forecasts reflecting its pessimistic case scenario. Goldman Sachs noted that the range of implied present values per share of Oxford common stock derived reflecting the base case scenario reflected premia ranging from 4.7% to 50.6% over the $50.89 closing price for Oxford common stock as of April 23, 2004, and the range of implied present values per share of Oxford common stock derived reflecting the pessimistic case scenario reflected discounts to the $50.89 closing price for Oxford common stock as of April 23, 2004 ranging from 31.4% to 3.0%.

Analysis of Illustrative Present Values Based on Hypothetical Future Stock Prices

Oxford Common Stock

Goldman Sachs calculated an illustrative range of implied present values as of April 1, 2004 for a share of common stock of Oxford based on hypothetical future share prices for Oxford common stock derived using four different estimates of Oxford’s stand-alone earnings per share, referred to as EPS, for 2006. The four EPS estimates were based on Oxford management’s forecasts reflecting its:

•

base case scenario;

•

base case scenario, adjusted to reflect Oxford management’s estimates of the impact of potential share repurchases by Oxford in 2004 – 2006;

•

pessimistic case scenario; and

•

pessimistic case scenario, adjusted to reflect Oxford management’s estimates of the impact of potential share repurchases by Oxford in 2004 – 2006.

For purposes of this analysis, Goldman Sachs calculated a range of hypothetical share prices for Oxford common stock as of December 31, 2005 by multiplying each of the four estimates of 2006 EPS for Oxford by hypothetical forward price-to-earnings, referred to as P/E, ratios ranging from 8.6x to 12.6x. Using discount rates ranging from 8.0% to 12.0%, reflecting estimates of Oxford’s cost of equity capital, Goldman Sachs derived an illustrative range of implied present values for a share of Oxford common stock by discounting to present value

(1) the range of December 31, 2005 hypothetical share prices it calculated for Oxford common stock using each of the four estimates of Oxford’s 2006 EPS and (2) an assumed quarterly dividend rate equal to Oxford’s current $.10 per share quarterly dividend rate. The illustrative ranges of implied present values for a share of Oxford common stock calculated using each of the four estimates of Oxford’s 2006 EPS are as follows:


2006 EPS Estimate	Illustrative Range of Present Values
Base case	$	38.49-$59.70
Base case, adjusted for share repurchases	$	44.50-$69.08
Pessimistic case	$	29.25-$45.29
Pessimistic case, adjusted for share repurchases	$	33.95-$52.62

Merger Consideration

Goldman Sachs also calculated two illustrative ranges of implied values of the merger consideration to be received by Oxford stockholders for each share of Oxford common stock. These ranges of implied values of the merger consideration reflected illustrative ranges of implied present values as of April 1, 2004 of 0.6357 of a share of common stock of UnitedHealth Group, the stock component of the merger consideration, based on hypothetical future share prices derived using two different estimates of the combined company’s 2006 EPS, plus $16.17, the cash component of the merger consideration. Although both estimates of 2006 EPS for the combined company that were utilized were derived using (1) an estimate of UnitedHealth Group’s stand-alone 2006 EPS calculated based on IBES’ median estimate of UnitedHealth Group’s 2005 EPS growth increased for 2006 based on the IBES median estimate of the long-term compounded annual growth rate for UnitedHealth Group and (2) Oxford management’s estimate of the operating synergies to result from the merger, the two estimates differed in that one was derived using Oxford management’s estimates of Oxford’s stand-alone 2006 EPS based on its base case forecasts and the other was derived using Oxford management’s estimate of Oxford’s stand-alone 2006 EPS based on its pessimistic case forecasts. These projections of Oxford management did not reflect adjustments for the impact of potential share repurchases.

For purposes of this analysis, Goldman Sachs calculated a range of hypothetical future share prices for the common stock of UnitedHealth Group as of December 31, 2005 by multiplying each of the two different estimates of the combined company’s 2006 EPS by hypothetical forward P/E ratios ranging from 14.1x to 18.1x. Using discount rates ranging from 7.0% to 9.0% reflecting estimates of the combined company’s cost of equity capital, Goldman Sachs derived an illustrative range of implied present values for a share of UnitedHealth Group common stock by discounting to present value the range of December 31, 2005 hypothetical share prices calculated using each of the two estimates of the combined company’s 2006 EPS. Goldman Sachs derived the two illustrative ranges of implied values of the merger consideration by multiplying each of the two ranges of December 31, 2005 hypothetical share prices for UnitedHealth Group by 0.6357, the exchange ratio applicable to the stock component of the merger consideration, and increasing the result by the $16.17 cash component of the merger consideration. Goldman Sachs also calculated the premia reflected by the illustrative range of implied values of the merger consideration calculated based on the estimate of the combined company’s 2006 EPS derived using Oxford management’s forecasts reflecting its base case and pessimistic case scenarios, respectively, as compared to the illustrative range of present values of a share of Oxford common stock calculated using the same forecasts for Oxford, but adjusted to reflect Oxford management’s estimates of the impact of potential share repurchases by Oxford in 2004 – 2006 as described above under “Analyses of Illustrative Present Values Based on Hypothetical Future Stock Prices—Oxford Common Stock.”

The illustrative ranges of implied value of the merger consideration using each of the two estimates of the combined company’s 2006 EPS as well as the ranges of premia calculated by Goldman Sachs are set forth in the following table.


2006 Estimates of Combined Company EPS	Illustrative Ranges of Merger Consideration Value	Ranges of Premia to Oxford Stand-Alone Ranges of Present Values
Under Oxford management base case scenario	$57.20-$70.55	28.5%-2.1%
Under Oxford management pessimistic case scenario	$55.93-$68.87	64.7%-30.9%

Research Analyst Recommendations

Goldman Sachs reviewed the research analyst recommendations with respect to the common stock of Oxford and UnitedHealth Group compiled by IBES as of April 23, 2004, before the announcement of the signing of the merger agreement. Goldman Sachs noted that IBES’ compilation included the recommendations of 16 different brokerage firms with respect to Oxford common stock and 22 different brokerage firms with respect to UnitedHealth Group common stock. The following table provides, with respect to the common stock of each of the two companies, the percentage of those brokerage firms that, according to information compiled by IBES as of April 23, 2004, had outstanding each of the following recommendations (or an equivalent thereof).


Recommendation	Oxford	UnitedHealth Group
Strong buy	6%	41%
Buy	0%	50%
Hold	63%	9%
Underperform	25%	0%
Sell	6%	0%

Historical Exchange Ratio Analysis

Goldman Sachs calculated implied exchange ratios reflecting the average of the closing prices of Oxford common stock as compared to the average of the closing prices of UnitedHealth Group common stock over two-week, one-, three-, six-month and one-, two- and three-year periods ending April 2, 2004. Goldman Sachs also calculated implied exchange ratios reflecting the closing price of Oxford common stock on April 23, 2004 as compared to the closing price of UnitedHealth Group common stock on that day; reflecting the average of the closing prices of Oxford common stock over the five trading days ending on April 2, 2004 as compared to the closing price of UnitedHealth Group common stock on April 23, 2004; and reflecting the closing prices of Oxford common stock as compared to UnitedHealth Group common stock on the last trading day immediately prior to each of the two-week, one-, three- and six-month and one-, two- and three-year periods prior to April 23, 2004. The results of these ratio calculations are reflected in the following table.


	Implied Exchange Ratio of Average of Closing Prices over Specified Period	Implied Exchange Ratio of Closing Stock Prices on Specified Trading Day
April 23, 2004	N/A	.77x
Five-day average for period ending April 2, 2004	N/A	.74x
One Month	.78x	.73x
Three Months	.78x	.80x
Six Months	.80x	.81x
One Year	.78x	.63x
Two Years	.83x	1.05x
Three Years	.86x	.89x

Goldman Sachs also calculated that an implied merger consideration price of $58.09 as compared to the $65.95 closing price for UnitedHealth Group common stock as of April 23, 2004 reflected an implied exchange ratio of .88x. The $58.09 implied merger consideration price was derived by adding the $16.17 cash component of the merger consideration and the market value of .6357 of a share of UnitedHealth Group common stock, the stock component of the merger consideration, calculated based on the $65.95 closing price of UnitedHealth Group common stock as of April 23, 2004.

Historical Premium Analysis

Goldman Sachs calculated that the $58.09 implied merger consideration price noted above represented a premium of 14.2% over the $50.89 closing price for the shares of Oxford common stock on April 23, 2004 and a premium of 18.9% over the $48.87 average of the closing prices of Oxford common stock over the five trading days ending on April 2, 2004. Goldman Sachs also calculated the premia reflected by the sum of (1) $16.17, the cash component of the merger consideration, plus (2) the average of the closing prices of UnitedHealth Group common stock over the one-, three-, six- and twelve- month periods ending April 2, 2004, multiplied by .6357, the fraction of a share of UnitedHealth Group common stock included in the merger consideration, as compared to the average trading price of Oxford common stock over each of the one-, three-, six- and twelve-month periods ending April 2, 2004. Goldman Sachs also calculated the premia reflected by the sum of (1) $16.17 plus (2) the closing price of UnitedHealth Group common stock on the last trading day immediately prior to the beginning of each of those periods, multiplied by .6357, as compared to the closing price of Oxford common stock on the last trading day immediately prior to the beginning of each of the same periods. The results of these premia calculations are reflected in the following table.


	Premium Based on Average of Closing Prices over Specified Period	Premium Based on Closing Price on Specified Trading Day
One Month	17.7%	21.3%
Three Months	16.0%	13.3%
Six Months	15.8%	15.5%
One Year	22.4%	56.8%

Transaction Multiple Analyses

Goldman Sachs calculated the following for Oxford:

•

Enterprise value as a multiple of actual 2003 revenues and estimated 2004 and 2005 revenues;

•

Enterprise value as a multiple of actual 2003 EBITDA, and estimated 2004 and 2005 EBITDA;

•

Enterprise value as a multiple of actual 2003 earnings before interest and taxes, referred to as EBIT, and estimated 2004 and 2005 EBIT;

•

Share price as a multiple of 2003 actual EPS and 2004 and 2005 estimated EPS; and

•

Enterprise value divided by number of members of Oxford as of December 31, 2003.

In connection with the foregoing calculations, Goldman Sachs utilized an enterprise value for Oxford based on an implied equity value calculated by multiplying the number of fully diluted outstanding shares of Oxford provided by Oxford management by an implied merger consideration price of $58.09 per share. The enterprise value for Oxford was calculated by decreasing this implied equity value by the amount by which Oxford’s excess cash exceeded it total debt based on information provided by Oxford management. Oxford’s management also provided the fully diluted share and number of members information.

For purposes of its calculations in connection with this analysis, Goldman Sachs used actual 2003 financial results for Oxford based on publicly availably information and 2004 and 2005 estimates from Oxford management. For 2005 (but not 2004) Oxford management’s estimates reflecting its base case scenario differed from those reflecting its pessimistic case scenario. Goldman Sachs performed its calculations using 2005 estimates from management reflecting both its base case and pessimistic case scenarios.

Goldman Sachs’ calculations are summarized below.


Enterprise value as a multiple of:	Based on a $58.09 Implied Merger Consideration Price
2003 actual revenue		0.9	x
2004 estimated revenue		0.8
2005 estimated revenue—base case		0.7
2005 estimated revenue—pessimistic case		0.8

2003 actual EBITDA		7.6	x
2004 estimated EBITDA		7.3
2005 estimated EBITDA—base case		6.7
2005 estimated EBITDA—pessimistic case		7.8
2003 actual EBIT		8.0	x
2004 estimated EBIT		7.7
2005 estimated EBIT—base case		7.0
2005 estimated EBIT—pessimistic case		8.2
Share price as a multiple of:
2003 actual EPS		14.0	x
2004 estimated EPS		13.2
2005 estimated EPS—base case		12.0
2005 estimated EPS—pessimistic case		14.1
Enterprise value divided by number of members as of December 31, 2003	$	3,129.8

Common Stock Comparison of Regional Health Insurers

Goldman Sachs compared selected publicly available financial information, percentages, multiples and rates for Oxford and the following selected regional health insurance companies:

•

HealthNet, Inc.

•

Coventry Health Care, Inc.

•

Humana Inc.

•

WellChoice, Inc.

•

PacifiCare Health Systems, Inc.

•

Sierra Health Services, Inc.

Although none of the selected companies are directly comparable to Oxford, the companies included were chosen because they are publicly traded companies with operations that for purposes of analysis may be considered similar to the operations of Oxford.

The equity market capitalization for each of the selected companies (except Oxford, as noted below) was calculated by multiplying the closing stock price of each as of April 23, 2004 by the number of that company’s fully diluted outstanding shares as disclosed in the company’s most recent publicly available data. Each company’s enterprise value was calculated by adding to its equity market capitalization the amount of its net debt as of December 31, 2003.

Goldman Sachs compared the following results for the selected companies and Oxford:

•

the April 23, 2004 closing stock price (except as noted below with respect to Oxford common stock) as a percentage of the 52-week high stock price;

•

enterprise value as a multiple of: 2003 sales, EBITDA and EBIT;

•

the April 23, 2004 closing stock price (except as noted below with respect to Oxford common stock) as a multiple of estimated EPS for 2004 and as a multiple of estimated EPS for 2005, referred to as the 2005 P/E multiple;

•

estimated five-year EPS compounded annual growth rate, referred to as the 5-Year EPS CAGR;

•

the 2005 P/E multiple as a multiple of the 5-Year EPS CAGR; and

•

enterprise value divided by number of members as of December 31, 2003, referred to as enterprise value per member.

The following table shows the median and mean percentages and multiples and rates referred to for the selected regional insurers, including Oxford. To the extent that the calculation of this information required the use of estimates of future results and a recent stock price, Goldman Sachs used estimated results based on median estimates for each company (including Oxford) published by IBES as of April 23, 2004 and the closing stock price as of April 23, 2004 for each company other than Oxford, for which Goldman Sachs used the $48.87 average of the closing prices of Oxford common stock over the five trading days ending on April 2, 2004. The median and mean for the selected regional insurers, including Oxford, are compared on the following table to similar information calculated by Goldman Sachs with respect to Oxford based on both an implied merger consideration price of $58.09 and Oxford management’s forecasts reflecting its base case and pessimistic case scenarios. All historical information used by Goldman Sachs for purposes of this analysis was derived from the applicable companies’ latest publicly available financial statements as of April 23, 2004, except that the fully-diluted-share and number-of-members information used with respect to Oxford were from Oxford’s management.

Regional Health

Insurers
(including Oxford)

Oxford Based on $58.09
Implied Merger
Consideration Price

Median

Mean

Management’s

Base Case

Management’s

Pessimistic
Case

Enterprise value to 2003 sales

0.5x

0.9x

Enterprise value to 2003 EBITDA

6.4x

6.9x

7.6x

Enterprise value to 2003 EBIT

7.8x

7.7x

8.0x

2004 P/E multiple

13.4x

12.4x

13.2x

2005 P/E multiple

11.2x

10.9x

12.0x

14.1x

5-Year EPS CAGR

13.5

13.9

12.0

2005 P/E multiple to 5-Year EPS CAGR

0.8x

1.0x

1.2x

Enterprise value per member

1,044

1,130

3,130

Selected Historical Transactions Analysis

Goldman Sachs reviewed publicly available information for the following announced merger or acquisition transactions involving companies in the health insurance industry (Target/Acquirer – Announcement Date):

•

WellPoint Health Networks Inc./Anthem, Inc.—October 27, 2003

•

MAMSI/UnitedHealth Group Incorporated—October 27, 2003

•

Cobalt Corporation/WellPoint Health Networks Inc.—June 2, 2003

•

AmeriChoice Corp./UnitedHealth Group Incorporated—June 2, 2002

•

Trigon Healthcare, Inc./Anthem, Inc.—April 29, 2002

•

CareFirst, Inc./WellPoint Health Networks Inc.—November 20, 2001 (proposed transaction ultimately withdrawn)

•

RightCHOICE Managed Care, Inc./WellPoint Health Networks Inc.—October 18, 2001

•

Cerulean Companies, Inc./WellPoint Health Networks, Inc.—November 29, 2000

•

Humana Inc./UnitedHealth Group Incorporated—May 2, 1998 (transaction ultimately terminated)

•

NYLCare Health Plans, Inc./Aetna Inc.—March 16, 1998

•

HealthSource, Inc./CIGNA Corporation—February 28, 1997

•

FHP International Corporation/PacifiCare Health Systems, Inc.—August 5, 1996

•

U.S. Healthcare Inc./Aetna Life and Casualty Company—April 1, 1996

•

Health Systems International, Inc./WellPoint Health Networks Inc.—March 8, 1995

Goldman Sachs calculated and compared the following multiples, premia and other information with respect to the merger to similar information for the selected transactions:

•

the enterprise value of the target company as a multiple of revenue, EBITDA and EBIT for the twelve month period prior to the announcement, referred to as the LTM period;

•

price per target share payable in the transaction as a multiple of IBES median EPS estimate for the target for the following four-quarter period at the time of announcement, referred to as the forward P/E ratio;

•

the enterprise value of the target divided by the number of members based on the latest publicly available information for the target prior to the announcement; and

•

the premium over the target’s share price one day, one week and one month prior to announcement reflected by the announced per-share transaction price, or, in the case of the merger, $16.17 plus the market value of the stock component merger consideration on the applicable day.

For purposes of this analysis, each target’s enterprise value was calculated by multiplying the announced per-share transaction price by the number of that company’s fully diluted outstanding shares as disclosed in the company’s most recent filings prior to the announcement of the applicable transaction and adding to that result the company’s net debt as disclosed in the company’s most recent filings prior to the announcement of the applicable transaction less the amount of certain transaction expenses.

The results of Goldman Sachs’ calculations and comparisons are summarized as follows:


	High			Mean			Median			Low			Proposed Merger
Enterprise value as a multiple of LTM Period
Revenue		2.2x			0.9x			0.8x			0.3x			0.9x
EBITDA		15.6x			10.5x			10.9x			5.0x			7.6x
EBIT		20.6x			13.4x			13.3x			8.2x			8.0x
Forward P/E Ratio		24.9x			19.8x			19.4x			16.1x			13.2x
Enterprise value per member	$	3,171		$	1,143		$	1,003		$	330		$	3,129.8
Premium over market price prior to announcement
One Day		46.3	%		22.3	%		20.4	%		11.5	%		14.2 18.9	%/ %*
One Week		46.2	%		25.8	%		27.2	%		8.8	%		7.7	%
One Month		64.2	%		32.3	%		26.0	%		6.6	%		21.3	%

*	Premium calculated based on the $48.87 average of the closing prices of Oxford common stock over the five trading days ended April 2, 2004.

Contribution Analysis

Goldman Sachs calculated the hypothetical relative contributions of Oxford and UnitedHealth Group to a combined company in terms of:

•

sales, EBITDA, EBIT and net income based on actual results for 2003 and estimated results for 2004 and 2005; and

•

number of members as of December 31, 2003.

Based on implied equity values of Oxford and UnitedHealth Group calculated by Goldman Sachs using the metrics set out below, Goldman Sachs calculated the hypothetical relative contributions of Oxford and UnitedHealth Group to a combined company and implied exchange ratios for a hypothetical all-stock acquisition of Oxford by UnitedHealth Group. Goldman Sachs used the following metrics for its calculations:

•

actual 2003 and estimated 2004 and 2005 sales, EBITDA and EBIT—with implied equity values for each of UnitedHealth Group and Oxford calculated by (a) multiplying each of these figures for that party by the multiple of UnitedHealth Group’s actual 2003 and estimated 2004 and 2005 sales, EBITDA or EBIT, as applicable, reflected by UnitedHealth Group’s enterprise value as of April 23, 2004 and (b) decreasing (in the case of UnitedHealth Group, which had positive net debt) or increasing (in the case of Oxford, which had negative net debt) the result to reflect the applicable company’s net debt as of December 31, 2003;

•

actual 2003 and estimated 2004 and 2005 net income—with implied equity values for each of UnitedHealth Group and Oxford calculated by multiplying each of the these figures for that party by the multiples of UnitedHealth Group’s actual 2003 and estimated 2004 and 2005 net income reflected by UnitedHealth Group’s equity market value based on the closing price of UnitedHealth Group common stock on April 23, 2004;

•

number of members as of December 31, 2003—with implied equity values for each of UnitedHealth Group and Oxford calculated by (a) multiplying this figure for that party by the multiple of the number of members of UnitedHealth Group as of December 31, 2003 reflected by UnitedHealth Group’s enterprise value as of April 23, 2004 and (b) decreasing (in the case of UnitedHealth Group, which had positive net debt) or increasing (in the case of Oxford, which had negative net debt) the result to reflect the applicable company’s net debt as of December 31, 2003; and

•

equity market capitalization—with each party’s implied equity market value calculated by multiplying the number of its diluted shares outstanding by, in the case of UnitedHealth Group, its $65.95 closing stock price as of April 23, 2004 and, in the case of Oxford, the $48.87 average closing price for Oxford common stock over the five trading period before April 2, 2004.

Finally, Goldman Sachs calculated the percentage of the fully diluted shares of common stock of UnitedHealth Group that the UnitedHealth Group shareholders before the merger would retain following the merger, and the percentage of the fully diluted shares of common stock of UnitedHealth Group Oxford stockholders would receive, based on the implied exchange ratio in an all-stock transaction at the implied merger consideration price of $58.09 and a $65.95 closing stock price for UnitedHealth Group common stock as of April 23, 2004.

For purposes of the foregoing calculations, Goldman Sachs utilized median IBES estimates for UnitedHealth Group and Oxford management’s forecasts reflecting its base case and pessimistic case scenarios. The fully diluted share numbers used with respect to Oxford were from Oxford’s management and with respect to UnitedHealth Group were from UnitedHealth Group’s most recent publicly available SEC filings as of April 23, 2004. Goldman Sachs used net debt information for UnitedHealth Group derived from the public SEC filings of UnitedHealth Group and net debt information for Oxford provided by Oxford management. Net debt is defined

as total indebtedness less cash. All historical financial results utilized were derived from the applicable company’s publicly available SEC filings.

The results of the Goldman Sachs calculations are as follows:


	% Contribution				Implied % of Combined Equity				Implied Exchange Ratio
	UnitedHealth		Oxford		UnitedHealth		Oxford
Sales
2003 actual	85.3	%	14.7	%	84.9	%	15.1	%	1.392x
2004 estimate	85.8	%	14.2	%	85.4	%	14.6	%	1.345x
2005 estimate
UnitedHealth Group IBES/Oxford base case	85.8	%	14.2	%	85.4	%	14.6	%	1.347x
2005 estimate—Oxford pessimistic case	86.5	%	13.5	%	86.1	%	13.9	%	1.266x

EBITDA
2003 actual	84.6	%	15.4	%	84.1	%	15.9	%	1.477x
2004 estimate	86.2	%	13.8	%	85.8	%	14.2	%	1.303x
2005 estimate
UnitedHealth Group IBES/Oxford base case	86.4	%	13.6	%	86.0	%	14.0	%	1.276x
2005 estimate—Oxford pessimistic case	88.1	%	11.9	%	87.7	%	12.3	%	1.105x

EBIT
2003 actual	83.9	%	16.1	%	83.5	%	16.5	%	1.547x
2004 estimate	85.1	%	14.9	%	84.7	%	15.3	%	1.420x
2005 estimate
UnitedHealth Group IBES/Oxford base case	85.6	%	14.4	%	85.2	%	14.8	%	1.367x
2005 estimate—Oxford pessimistic case	87.4	%	12.6	%	87.0	%	13.0	%	1.175x

Net Income
2003 actual	84.2	%	15.8	%	84.2	%	15.8	%	1.469x
2004 estimate	86.5	%	13.5	%	86.5	%	13.5	%	1.232x
2005 estimate
UnitedHealth Group IBES/Oxford base case	86.9	%	13.1	%	86.9	%	13.1	%	1.190x
2005 estimate—Oxford pessimistic case	88.6	%	11.4	%	88.6	%	11.4	%	1.016x

Membership	92.8	%	7.2	%	92.4	%	7.6	%	0.658x

Equity Market Capitalization					91.5	%	8.5	%	0.741x
All-Stock Transaction					90.0	%	10.0	%	0.881x

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all the analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all the analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Oxford or UnitedHealth Group or the merger.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to Oxford’s board of directors as to the fairness from a financial point of view to the holders of the outstanding shares of Oxford common stock of the merger consideration to be received by those holders pursuant to the merger. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities

actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Oxford, UnitedHealth Group, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast. As described above, Goldman Sachs’ opinion to Oxford’s board of directors was one of many factors taken into consideration by Oxford’s board of directors in making its determination to approve the merger agreement.

Goldman Sachs and its affiliates, as part of their investment banking business, are continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and other transactions as well as for estate, corporate and other purposes. Goldman Sachs acted as financial advisor to Oxford in connection with, and participated in certain of the negotiations leading to, the merger agreement. In addition, Goldman Sachs has provided investment banking services to UnitedHealth Group from time to time, including having acted as:

•

lead manager of a public offering of UnitedHealth Group’s 5.20% Notes due January 2007 (aggregate principal amount $400,000,000) in January 2002;

•

UnitedHealth Group’s financial advisor in connection with its acquisition of AmeriChoice Corporation of Virginia announced in June 2002;

•

co-manager of a public offering of UnitedHealth Group’s 4.875% Notes due April 2013 (aggregate principal amount $450,000,000) in March 2003;

•

UnitedHealth Group’s financial advisor in connection with its acquisition of Golden Rule Financial Corporation of Indiana announced in September 2003:

•

UnitedHealth Group’s financial advisor in connection with its acquisition of MAMSI announced in October 2003;

•

co-manager of a public offering of UnitedHealth Group’s 3.30% Notes due January 2008 (aggregate principal amount $500,000,000) in November 2003; and

•

co-manager of a public offering of UnitedHealth Group’s 3.75% Notes due February 2009 (aggregate principal amount $250,000,000) and 4.75% Notes due February 2014 (aggregate principal amount $250,000,000) in February 2004.

Goldman Sachs also executed a block trade of 500,000 shares of UnitedHealth Group common stock held by a member of the board of directors of UnitedHealth Group in February 2004 and currently acts as agent with respect to UnitedHealth Group’s commercial paper program. Goldman Sachs may also provide investment banking services to Oxford and UnitedHealth Group in the future. In connection with the above-described investment banking services, Goldman Sachs has received, and may receive, compensation.

In addition, Goldman Sachs is a full service securities firm engaged, either directly or through its affiliates, in securities trading, investment management, financial planning and benefits counseling, financing and brokerage activities for both companies and individuals. In the ordinary course of these activities, Goldman Sachs and its affiliates may provide these services to Oxford, UnitedHealth Group and their respective affiliates, may actively trade the debt and equity securities (or related derivative securities) of Oxford and UnitedHealth Group for their own account and for the accounts of their customers and may at any time hold long and short positions of such securities.

Oxford selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement, dated November 5, 2003, Oxford engaged Goldman Sachs to act as its exclusive financial advisor in connection with a possible strategic transaction involving the sale of all or a portion of the stock or assets of

Oxford. Pursuant to the terms of this letter agreement, Oxford agreed to pay Goldman Sachs a transaction fee equal to .40% of the total equity consideration paid in connection with the merger. The principal portion of the transaction fee is contingent upon completion of the merger. Oxford has also agreed to reimburse Goldman Sachs for its reasonable out-of-pocket expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs against various liabilities, including various liabilities under the federal securities laws.

Completion and Effectiveness of the Merger

The merger will be completed when all of the conditions to completion of the merger are satisfied or waived, if permissible, including adoption of the merger agreement by the stockholders of Oxford. The merger will become effective upon the filing of a certificate of merger with the State of Delaware.

UnitedHealth Group and Oxford are working to complete the merger as quickly as possible, and we hope to do so as promptly as practicable after the special meeting and the receipt of any required regulatory approvals and consents. However, because the merger is subject to closing conditions and the approval of certain regulatory agencies such as the Departments of Insurance of each of New York, California, New Jersey and Connecticut, as well as the Department of Health of New York and the New Jersey Department of Health and Senior Services, UnitedHealth Group and Oxford cannot predict the exact timing of the completion of the merger.

As promptly as practicable after the merger is completed, Wells Fargo, the exchange agent for the merger, will mail to you a letter of transmittal and instructions for surrendering your Oxford stock certificates in exchange for UnitedHealth Group common stock and cash. When you deliver your Oxford stock certificates to the exchange agent along with a properly executed letter of transmittal and any other required documents, your Oxford stock certificates will be cancelled and you will receive a certificate representing that number of whole shares of UnitedHealth Group stock that you are entitled to receive pursuant to the merger agreement and a check for the cash that you are entitled to receive pursuant to the merger agreement.

You should not submit your stock certificates for exchange until you have completed and mailed the letter of transmittal and instructions referred to above.

You will be entitled to receive dividends or other distributions on UnitedHealth Group common stock with a record date after the merger is completed, but only after you have surrendered your Oxford stock certificates. If there is any dividend or other distribution on UnitedHealth Group common stock with a record date after the merger, you will receive the dividend or distribution promptly after the later of the date that your UnitedHealth Group shares are issued to you or the date the dividend or other distribution is paid to all UnitedHealth Group shareholders.

UnitedHealth Group will issue a UnitedHealth Group stock certificate or check in a name other than the name in which a surrendered Oxford stock certificate is registered only if you present the exchange agent with all documents required to show and effect the unrecorded transfer of ownership and show that you paid any applicable stock transfer taxes.

Operations Following the Merger

Following the merger, the business of Oxford will be continued by a wholly owned subsidiary of UnitedHealth Group. Upon completion of the merger, the managers and officers of Ruby Acquisition will operate the business formerly conducted by Oxford. The stockholders of Oxford will become shareholders of UnitedHealth Group and their rights as shareholders will be governed by the UnitedHealth Group second restated articles of incorporation, the UnitedHealth Group second amended and restated bylaws and the laws of the State of Minnesota. See “Comparison of Rights of Shareholders of UnitedHealth Group and Oxford” beginning on page 104 for a discussion of some of the differences in the rights of shareholders of UnitedHealth Group and the stockholders of Oxford.

Interests of Certain Persons in the Merger

Oxford’s directors and executive officers have interests in the merger as individuals in addition to, and that may be different from, their interests as stockholders. The Oxford board of directors was aware of these interests of Oxford’s directors and executive officers and considered them in its decision to approve and adopt the merger agreement.

Employment Agreements between Oxford Executive Officers and UnitedHealth Group

Certain of Oxford’s executive officers and senior management personnel have executed employment agreements with UnitedHealth Group and United HealthCare Services, Inc. that will take effect upon the completion of the merger, except that Annex A of each of the employment agreements was effective upon the signing of the merger agreement and will become void if the merger is not completed. Upon completion of the merger and the effectiveness of the new employment agreements, all prior employment agreements between Oxford and such executives will terminate.

New Employment Agreements—Generally

Each of the employment agreements with Messrs. Berg, Black, Conlin, Hill, Thompson and Dr. Muney has a term that will expire on December 31, 2006 and which will renew automatically for succeeding one-year terms unless either party gives the other a non-renewal notice. Under the employment agreements, each executive officer will continue in his current position, but with UnitedHealthcare’s North East region, including Oxford. As such, with respect to the North East region, Mr. Berg will serve as UnitedHealthcare’s Chief Executive Officer, Mr. Black as the Executive Vice President of Operations and Chief Information Officer, Mr. Conlin as the Executive Vice President of Health Care Services, Mr. Hill as the Executive Vice President of Sales and Business Development, Dr. Muney as an Executive Vice President and Chief Medical Officer and Mr. Thompson as an Executive Vice President and Chief Financial Officer. Mr. Berg will also be responsible for integrating Oxford’s and UnitedHealth Group’s business in the North East region and will serve as the Chief Integration Officer in that regard.

Each employment agreement also provides for a payment on the date of the merger that is based on the severance to which the executive would have been entitled on constructive termination of employment under his Oxford agreement after the merger. The amounts of these payments are $5,475,000, $1,580,000, $1,530,000, $1,700,000, $1,720,000 and $1,430,000 for Messrs. Berg, Black, Conlin, Hill, and Thompson and Dr. Muney, respectively. Mr. Berg’s payment reflects an increase in his severance provided under his employment agreement, representing one-half of his salary and last year’s bonus, which the compensation committee had been considering in advance of and approved as appropriate in connection with the merger. UnitedHealth Group may reduce the amount payable to Mr. Berg to $2,975,000 under certain circumstances if Mr. Berg is granted 72,500 shares of UnitedHealth Group’s restricted stock. If granted, the shares will vest over a two-year period, with 45,320 shares vesting 15 months after the date of grant and an additional 3,020 shares vesting each month thereafter, subject to accelerated vesting in the event of a qualifying termination of Mr. Berg’s employment as described below. Further, if any of these executives, other than Mr. Hill, is subject to the excise tax imposed under Section 4999 of the Code and such excise tax is incurred in connection with this merger, he will receive an additional after-tax amount equal to the amount of the excise tax.

Upon a qualifying termination of employment under the new employment agreements, each executive officer will be entitled to severance pay. A qualifying termination will occur if the executive officer’s employment is terminated (1) by mutual agreement of the parties, (2) without cause by UnitedHealth Group, (3) because of death or disability, (4) upon delivery from UnitedHealth Group of a notice of non-renewal or (5) by the executive due to a change in employment, as such term is defined in the employment agreement. Severance benefits will commence on the date of termination and continue for two years for Mr. Berg and one

year for each other executive officer. The severance benefit is contingent upon execution of a release and is payable in bi-weekly installments equal to ¹/26 of the sum of the executive officer’s annualized base salary plus his average incentive compensation paid over the prior two years (excluding special, long-term, or one-time bonus or incentive compensation payments), and in the case of Mr. Berg, plus $250,000. In the event of a qualifying termination after a change in control, the severance payable to Mr. Berg will be payable in a lump sum and the severance payable to Messrs. Black, Conlin, Hill, Thompson and Dr. Muney will be increased to cover two years of bi-weekly payments.

During the term of an executive officer’s employment with UnitedHealth Group and generally for 12 months thereafter in case of the executive officers other than Mr. Berg, and for 24 months in the case of Mr. Berg, each executive officer will be subject to a restrictive covenant that prohibits him from engaging in certain activities that are in conflict with his duties under the employment agreement, such as conducting business with the customers of UnitedHealth Group, recruiting or hiring the employees of UnitedHealth Group, or rendering services to a competitor of UnitedHealth Group. For executive officers other than Mr. Berg, UnitedHealth Group may elect to have the restrictive covenant be in effect for up to 24 months if UnitedHealth Group continues to pay the executive severance compensation.

Annex A of each of the employment agreements provides that the executive officers’ restricted stock units fully vest immediately prior to the completion of the merger. The executive officers also agree not to exercise any rights arising from a change in control under the executive officers’ employment agreements with Oxford between the signing of the merger agreement and completion of the merger. Such a change in control will occur upon Oxford’s stockholders approval of the merger agreement. In addition, the executive officers’ bonuses for the periods ending on December 31, 2004 will be paid under Oxford’s bonus plans. Should any such executive officer’s employment be terminated on or after the merger, the executive officer will be paid any unpaid bonuses for such period. Annex A of Mr. Berg’s employment agreement also grants him the authority to determine and allocate Oxford bonuses for the periods ending on December 31, 2004.

Charles G. Berg. Mr. Berg will receive an annual base salary of $475,000 in respect of his Chief Executive Officer duties, an additional annual base salary of $350,000 in respect of his integration duties and a supplemental annual benefit of $250,000 payable in bi-weekly installments through the earlier to occur of the second anniversary of the completion of the merger or termination of his employment. The agreement also provides for Mr. Berg to have a target annual bonus equal to 100% of his combined annual base salary and a target annual incentive award under UnitedHealth Group’s Executive Annual Incentive Plan equal to 60% of his combined annual base salary. In addition, on the date the merger is completed, Mr. Berg will be granted a stock option covering 100,000 shares of UnitedHealth Group common stock in respect of his Chief Executive Officer duties and a stock option covering 100,000 shares in respect of his Chief Integration Officer duties. Thereafter, on each anniversary of the merger completion date, subject to continued employment, he will be granted a stock option covering 75,000 shares in respect of his Chief Executive Officer duties and another option covering 75,000 shares in respect of his Chief Integration Officer duties. Notwithstanding the foregoing, no stock options will be granted to Mr. Berg if he exercises any Oxford stock options between April 26, 2004 and the completion of the merger, unless such Oxford options would otherwise expire within 30 days. Subject to continued employment, 25% of the shares subject to options granted to Mr. Berg will vest on the first four anniversaries of the date of grant. If Mr. Berg’s employment terminates under circumstances which entitle him to receive severance, he will be treated as continuing to remain employed for two years for purposes of continued vesting and exercisability of the stock options granted to him under the employment agreement and also for purposes of any UnitedHealth Group stock options he receives in respect of his Oxford stock options in the merger.

Messrs. Black, Conlin, Hill, Thompson and Dr. Muney. Each of these executive officers will receive an annual base salary equal to the annual base salary he received with Oxford. Messrs. Black, Conlin and Dr. Muney will receive annual base salaries of $415,000; Mr. Hill will receive $425,000 and Mr. Thompson will receive $500,000. In addition, each executive officer’s annual target bonus shall be equal to 120% of his annual base salary and each executive officer will be granted, on the merger completion date, a stock option to purchase

50,000 shares of UnitedHealth Group stock. Subject to continued employment, 25% of the shares subject to the option will vest on the first four anniversaries of the date of grant. If an executive officer’s employment terminates under circumstances entitling him to severance, he will be treated as continuing to remain employed for one year (two years if the termination occurs within one year following a change in control of UnitedHealth Group) for purposes of continued vesting and exercisability of the stock options granted to him under the employment agreement and also for purposes of any UnitedHealth Group stock options he receives in respect of his Oxford stock options in the merger. Notwithstanding the foregoing, no stock options will be granted to an executive officer if he exercises any Oxford stock options he holds between April 26, 2004 and the completion of the merger, unless such Oxford options would otherwise expire within 30 days.

Mr. Gregoire. In connection with the merger, Mr. Gregoire’s employment agreement with Oxford was amended. This amendment provides generally the same benefits and obligations as under Annex A to the employment agreements between the other executives and UnitedHealth Group. In addition, the amendment provides that Mr. Gregoire will be entitled to receive a payment on the date of the merger that is based on the severance he would be entitled to if, following a change in control, his employment were terminated without cause or by reason of a constructive termination. The amount of this payment is $1,400,000. Oxford also agrees not to terminate Mr. Gregoire for 12 months following the date of the completion of the merger, during which period he will devote his full time duties and attention to the integration of the Office of the General Counsel of Oxford with UnitedHealthcare. From the date of consummation of the merger until the expiration of 12 months from such date, Mr. Gregoire will be paid a base salary of $400,000. Upon termination of employment, Mr. Gregoire will be paid a bonus equal to $20,833 multiplied by the number of months in 2005 Oxford is required to employ him.

Stock Options

In addition, in connection with the merger, UnitedHealth Group will assume each option to purchase Oxford common stock, subject generally to the same terms and conditions as previously applicable thereto, and each Oxford stock option assumed by UnitedHealth Group will be converted automatically into options to purchase shares of UnitedHealth Group common stock, except that (1) each such substitute stock option will be exercisable for, and represent the right to acquire, that whole number of shares of UnitedHealth Group common stock (rounded to the nearest whole share) equal to the number of shares of Oxford common stock subject to such Oxford stock option multiplied by the option exchange ratio and (2) the option price per share of UnitedHealth Group common stock under each substitute stock option will be an amount equal to the option price per share of Oxford common stock subject to the option in effect immediately prior to completion of the merger divided by the option exchange rate. Options to purchase Oxford common stock, other than options issued pursuant to Oxford’s 1991 Directors Stock Option Plan or which have been or will be granted to employees after April 26, 2004 but before completion of the merger, will fully vest and become immediately exercisable upon either the adoption by Oxford’s stockholders of the merger agreement or upon completion of the merger.

The following table summarizes the estimated amounts that would become payable to Oxford’s executive officers and directors in connection with the exercise of vested stock options and certain accelerated stock options resulting from the merger. For purposes of the following table, the dollar values have been calculated using the average of the per share closing trading prices of UnitedHealth Group common stock for the ten trading days ending on June 9, 2004, the most recent practicable date prior to the mailing of this proxy statement/prospectus, as well as the “equivalent stock price plus cash” of shares of Oxford common stock on such date.


Name	Vested Stock Options (# of shares)	Value of Vested Stock Options		Accelerated Stock Options (# of shares)	Value of Accelerated Stock Options
Executive Officers
Charles G. Berg	570,293	$	18,701,819	558,438	$	15,808,711
Kurt B. Thompson	215,633		6,575,654	201,697		6,117,092
Steven H. Black	57,501		1,745,706	181,352		4,739,008
Kevin R. Hill	197,263		5,807,645	201,697		6,117,092
Alan M. Muney, M.D., M.H.A.	136,889		4,360,261	129,156		3,748,695
All other executive officers (2 persons)	343,828		11,252,932	297,015		8,735,583

Board of Directors
Joseph W. Brown	19,903		533,428	6,634		136,474
Robert B. Milligan, Jr.	24,878		472,287	6,634		136,474
Ellen A. Rudnick	13,268		270,813	7,739		173,982
Benjamin H. Safirstein, M.D.	14,373		318,039	6,634		136,474
Kent J. Thiry	25,430		690,002	11,056		245,636
Richard C. Vaughan	—		—	—		—

Each of Messrs. Berg, Thompson, Black, Hill and Dr. Muney has agreed to forfeit the stock options to be granted pursuant to his employment agreement with UnitedHealth Group if he exercises any Oxford stock options between April 26, 2004 and the completion of the merger, unless such Oxford options would otherwise expire within 30 days.

Non-Employee Director Compensation

Pursuant to the 2002 Non-employee Director Stock Option Plan, each non-employee director is entitled to receive an automatic grant of nonqualified options to purchase 10,000 shares of Oxford common stock on the Friday following each annual meeting of shareholders and in prior years the Chairman of the board had received a supplemental grant of options on 5,000 shares. Under the terms of the plan, one-fourth of the options vest on each of the date of grant and the next three anniversaries thereof and on a change in control of Oxford. The options expire seven years from the date of grant but cease to be exercisable 90 days after termination of a director’s service. Non-employee directors historically have received their first annual option grant at the annual meeting following their appointment to the Oxford board of directors. In lieu of the 2004 stock option grant, at the recommendation of a nationally recognized independent compensation consultant to the Compensation Committee of the Oxford board of directors, the Compensation Committee of the Oxford board of directors recommended, and the Oxford board of directors approved, a payment of $210,000 to each non-employee director ($315,000 for the Chairman of the board of directors), which was determined by the compensation consultant based on Oxford’s 2003 FAS Statement 123 assumptions to be the cash equivalent value of the annual option grants.

Restricted Stock Units

In addition to the vesting of stock options, restricted stock units held by Oxford’s executive officers will vest immediately prior to the merger and in satisfaction of these units the executive officer will receive unrestricted shares of Oxford common stock. The following table sets forth the number of restricted stock units held and the “equivalent stock price plus cash” value of the Oxford shares that will be distributed to these Oxford executive officers based on the average of the per share closing trading prices of UnitedHealth Group common

stock for the ten trading days ending on June 9, 2004, the most recent practicable date prior to the mailing of this proxy statement/prospectus.


Name	Restricted Stock Units (# of shares)	Value of Restricted Stock Units
Charles G. Berg	50,000	2,820,454
Kurt B. Thompson	19,000	1,071,740
Steven H. Black	20,000	1,128,182
Kevin R. Hill	19,000	1,071,740
Alan M. Muney, M.D., M.H.A.	14,000	789,727
All other executive officers (2 persons)	31,000	1,748,649

The vesting of restricted stock units held by other Oxford employees will also be accelerated if such an employee’s employment is terminated without cause or such employee terminates his or her employment by reason of a constructive termination, in each case, within 18 months following the completion of the merger. If such termination occurs, the employee’s outstanding restricted stock units, whether or not vested, will be payable in cash in an amount equal to the number of then outstanding restricted stock units multiplied by the closing price of the shares of UnitedHealth Group common stock underlying the restricted stock units on the date of such employee’s termination.

Indemnification and Insurance

The merger agreement provides that without further action upon effectiveness of the merger, Ruby Acquisition will assume and maintain all rights to indemnification and exculpation provided to current and former directors and officers of Oxford in the Oxford certificate of incorporation and bylaws, and that such rights will continue in full force and effect following completion of the merger. In addition, UnitedHealth Group has agreed to indemnify and hold harmless, and provide advancement of expenses to directors, officers and employees of Oxford to the same extent such persons were indemnified by, or had the right to advancement of expenses from, Oxford on the date of the merger agreement by Oxford pursuant to Oxford’s certificate of incorporation or bylaws.

The merger agreement provides that, for six years after completion of the merger, UnitedHealth Group will maintain Oxford’s policies of directors’ and officers’ liability insurance or substitute comparable policies; provided that UnitedHealth Group shall not be obligated to pay aggregate premiums in excess of 300% of the amount paid by Oxford in its last full fiscal year.

Oxford Common Stock Ownership

The following table provides information about each stockholder known to Oxford to own beneficially more than 5% of the outstanding shares of Oxford common stock (based solely on information provided in Schedule 13Gs filed by each such entity in February 2004 with the Securities and Exchange Commission, referred to as the SEC).


Name and Address of Beneficial Owner	Common Stock	Percent of Class(1)
Vanguard Windsor Funds – Vanguard Windsor Fund(3) 100 Vanguard Blvd. Malvern, PA 19355	6,602,800	8.06	%
Chieftain Capital Management, Inc.(4) 12 East 49th Street New York, New York 10017	6,073,005	7.41	%
Iridian Asset Management LLC, et al.(5) 276 Post Road West Westport, CT 06880	4,439,050	5.42	%
Alex Brown Investment Management LP(6) 217 E. Redwood Street, #1400 Baltimore, MD 21202	4,115,885	5.02	%

(1)	Percent of class calculation is based on 81,934,723 shares of Oxford common stock outstanding as of June 11, 2004.

(2)	This information is furnished in reliance on the Schedule 13G filed by Vanguard Windsor Funds – Vanguard Windsor Fund with the SEC on February 6, 2004.

(3)	This information is furnished in reliance on the Schedule 13G filed by Chieftain Capital Management, Inc. with the SEC on February 13, 2004.

(4)	This information is furnished in reliance on the Schedule 13G filed by Iridian Asset Management LLC and other affiliated entities with the SEC on February 5, 2004.

(5)	This information is furnished in reliance on the Schedule 13G filed by Alex Brown Investment Management LP with the SEC on February 17, 2004.

The following table provides information about the beneficial ownership of Oxford common stock as of the close of business on June 10, 2004 by each director, each executive officer and by all directors and executive officers as a group. The address of all of the persons named or identified below is c/o Oxford Health Plans, Inc., 48 Monroe Turnpike, Trumbull, Connecticut 06611.


	Ownership (1)
Name	Common Stock	Percent
Charles G. Berg (2)	675,570	*
Kurt B. Thompson (3)	377,325	*
Steven H. Black (4)	65,000	*
Kevin R. Hill (5)	239,591	*
Alan M. Muney, M.D., M.H.A. (6)	168,186	*
Joseph W. Brown (7)	22,500	*
Robert B. Milligan, Jr. (8)	28,125	*
Ellen A. Rudnick (9)	16,250	*
Benjamin H. Safirstein, M.D. (10)	16,250	*
Kent J. Thiry (11)	28,750	*
Richard C. Vaughan (12)	1,000	*
All Executive Officers and Directors as a Group (13 people) (13)	2,031,749	2.43	%

*	Less than 1%

(1)

For purposes of this table, “beneficial ownership” is determined in accordance with Rule 13d-3 under the Exchange Act, pursuant to which a person or group of persons is deemed to have “beneficial ownership” of any common stock that such person or group has the right to acquire within 60 days after June 9, 2004. For purposes of computing the percentage of outstanding common stock held by each person named above, any shares that such person has the right to acquire within 60 days after June 9