SecProbe.io

Mail Stop 4720

March  18, 2016

VIA E -mail
Stephen J. Hemsley
Chief Executive Officer
UnitedHealth Group Incorporated
UnitedHealth Group Center
9900 Bren Road East,
Minnetonka, Minnesota

Re: UnitedHealth Group Incorporated
 Form 10-K for Fis cal Year Ended December 31, 2015
Filed February  9, 2016
Form 8 -K Filed January 19, 2016
File No. 001-10864

Dear Mr. Hemsley :

We have  limited our review  of your filings to the financial statements and related
disclosures  and have the following comment s. In our comment s, we ask you to provide us with
information so we may better understand your disclosure.

Please respond to this comment  within ten business days by providing the  requested
information or advis e us as soon as possible when you will respon d.  If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comment s, we may have  additional comments.

Form 8 -K furnished January 19, 2016
Exhibit 99.1
Reconciliation of Non -GAAP Financial Measures

1. Please confirm  that in future filings and press releases your will eliminate  all references to
``pro forma .´´ The information you have presented should be referred to as ``non -GAAP´´
and not ``pro forma.´´ Pro forma has a different meaning as defined by generally accepted
accounting principles and SEC rules that is different than your presentation.

2. Your disclosure indicating that the use of pro forma earnings per share provides investors and
management useful information about the impacts of individual exchange -compliant
insurance business, reserves related to the advance recognition of losses on individual
exchange -compliant products and a state Medicaid contract does not satisfy Item

Mr. Stephen J. Hemsley
Chief Executive Officer
UnitedHealth Group Incorporated
March  18, 2016
Page 2

 10(e)(1)(i)(C) and (D) of Regulation S -K.  Please provide us proposed revised disclosure
that:
a. Explains why you consider the non -GAAP measur e to be useful to investors and how
each adjustment contributes to the usefulness of the measure; and
b. To the extent material, disclose the additional purpose, if any, for which you use the
non-GAAP measure presented.

In your response, specifically address  why you remove individual exchange -compliant
product losses.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s include 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 facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our commen ts, 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 s;
 staff comments or changes to disclosure in response to staff comments do not  foreclose
the Commission from taking any action with respect to the filing s; and
 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Tabatha McCullom , Senior Sta ff Accountant, at (202) 551 -3658  or Joel
Parker, Accounting Branch Chief, at (202) 551 -3651 if you have questions regarding these
comment s.  In this regard, do not hesitate to contact me at (202) 551 -3679.

Sincere ly,

  /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant
Office of Healthcare and Insurance