SecProbe.io

March 21, 201 3

Via E -mail
Stephen J. Hemsley
President and Chief Executive Officer
UnitedHealth Group Incorporated
UnitedHealth Group Center
9900 Bren Road East
Minnetonka, MN  55343

Re: UnitedHealth Group Incorporated
 Form 10 -K for the Fiscal Year Ended December  31, 2012
 Filed February  7, 2013
 File No. 001-10864

Dear M r. Hemsley :

We have reviewed your filing and have the following comments.  In our comment s, we
ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within 10 business days by providing the requested
information or by advising us when you will provide the requested response.  If you  do not
believe a commen t applies to your facts and circumstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the form type label CORRESP that keys your
response s to our comment s.

After reviewing the information provided, we may raise a dditional comments and/or
request that you amend your filing.

Notes to Consolidated Financial Statements

10. Shareholders’ Equity
Regulatory Capital and Dividend Restrictions, page 81

1. Although you disclose that your regulated subsidiaries currently exceed the minimum
capital requirements, please provide us proposed disclosure to be included in future
filings that states the amount of statutory capital and surplus necessary to satisfy
regulatory requirements if significant in relation to actual statutory capital and surplus, as
required under ASC 944 -505-50-1b.  If not significant, please clarify in the disclosure.

Stephen J. Hemsley
UnitedHealth Group Incorporat ed
March 21, 2013
Page 2

 12. Commitments and Contingencies
Government Investigations, Audits  and Reviews, page 85

2. You indicate that the impact of government actions could have a material effect on the
Company’s results of operations, financial position and cash flows.  Please provide
proposed revisions to your disclosure to be included in futur e filings that comply with
ASC 450 -20-50-4b.

Part III, page 92

3. We note that in Part III you incorporate by reference certain information from your
definitive proxy statement for your 2013 annual meeting of shareholders.   Please note
that we will be unabl e to complete our review of your Form 10 -K until such time as you
have filed and we have reviewed the information required in Part III, at which time, we
may have additional comments.

Part IV
Item 15. Exhibits and Financial Statements Schedules, page 94

4. Please file the following agreements with Dr. Edson de Godoy Bueno and/or his affiliates
as exhibits, as they appear to be material contracts under Item 601(b)(10) of Regulation
S-K.
• Stock purchase agreement with CSHG 1122 Fundo de Investimento Multimerca do -
Crédito Privado Investimento No Exterior;
• Lock -up agreement relating to the shares of your common stock held by Dr. Bueno’s
fund; and
• Lock -up agreement relating to the shares of Amil held by Dr. Bueno.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filin g include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all f acts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comment s, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comment s or changes to disclosure in response to staff comment s do not foreclose
the Commission from taking any action with respect to the filing; and
 the company may not asse rt staff comment as a defense in any proceeding initia ted by the
Commission or any person under the federal securities laws of the United States.

Stephen J. Hemsley
UnitedHealth Group Incorporat ed
March 21, 2013
Page 3

  You may contact Tabatha Akins, Staff Accountant, at (202) 551 -3658 or Joel Parker ,
Account ing Branch  Chief , at (202) 551 -3651 if you have questions regarding the processing of
your response as well as any questions regarding the comment s on the financial statements and
related matters.  You may contact Amy Reischauer, Staff Attorney, at (202) 551 -3793 or  Dan
Greenspan , Legal Branch Chief, at (202) 551 -3623 with questions on any of the other comments.
In this regard, do not hesitate to contact me at (202) 551 -3679 .

Sincerely,

   /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant