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CORRESP
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Correspondence

 G. Mike Mikan Executive Vice President and Chief Financial Officer

 9900 Bren Road East    MN008-T020    Minnetonka MN    55343

 Tel (952) 936-7374    Fax (952) 936-3007

June 17, 2009

VIA FEDERAL EXPRESS AND EDGAR

 Attention: Jim B. Rosenberg

 Division of Corporation Finance

 Securities and Exchange Commission

 100 First Street, N.E.

 Washington, D.C. 20549

Re:
UnitedHealth Group Incorporated

 Form 10-K for
the Period Ended December 31, 2008

 Form 10-Q for the Quarterly Period Ended March 31, 2009

 File No. 001-10864

 Ladies and Gentlemen:

 On behalf of UnitedHealth Group Incorporated (the “Company”), this letter responds to the comments of the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) on the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 and the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2009,
as detailed in the Staff’s letter dated June 3, 2009 (the “Comment Letter”).

 The following numbered paragraphs correspond to the
numbered paragraphs of the Comment Letter.

 Form 10-K for the Period Ended December 31, 2008

 Item 1A. Risk Factors

 “If we fail to comply with federal
and state regulations, or fail to respond quickly…”

 page 15

1.
On page 16 you state that in August 2007, you entered into a multi-state national agreement with regulatory offices in 39 states and the District of Columbia relating to the legacy
UnitedHealthcare fully insured commercial business. You also state that the agreement contains several requirements and standards which the company must meet or it will be subject to fines and penalties. Please revise your business section to
provide a description of the material terms of the agreement, including, but not limited to the rights obtained, material obligations of the company, potential fees and penalties, term and termination provisions. In addition, please file a copy of
this agreement. Alternatively, please provide us with a detailed analysis which supports your apparent conclusion that you are not required to file this agreement pursuant to Item 601(b)(10) of Regulation S-K.

 Securities and Exchange Commission

 June 17, 2009

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 2

 Response: The Company believes that the multi-state national agreement (the
“Agreement”) is not a material agreement for the purposes of Item 601(b)(10) of Regulation S-K. The Agreement was made in the ordinary course of business, it is not a “contract upon which the Company’s business is
substantially dependent,” and it is not material to the Company.

 In the ordinary course of the Company’s business operations, the
Company is subject to periodic examinations by individual state insurance regulators in the areas covered by this Agreement and often as a result of such examinations will enter into agreements with these individual state regulators regarding the
findings of such examinations. This Agreement is not dissimilar either in scope or requirements from these standard examinations and agreements regularly entered into between the Company and individual state regulators, except that this Agreement
involves multiple jurisdictions. The Agreement is simply an aggregation in one form of the kinds of reviews normally done by the signatory states individually. The form of the contract does not change the substance of the underlying regulation.
Thus, the Company believes that this Agreement represents the type of contract which “ordinarily accompanies the kind of business conducted by the registrant and its subsidiaries” and was hence made in the ordinary course of business.

 Pursuant to subsection (ii) of Item 601(b)(10) of Regulation S-K, an agreement made in the ordinary course of business need not
be filed unless, under subsection (ii)(B), the agreement is a “contract upon which the registrant’s business is substantially dependent.” The Company’s business is not substantially dependent upon the Agreement. The Agreement
does not impact the status of the Company’s insurance licenses in the signatory states. Any decision to revoke or restrict the Company’s insurance license(s) in a signatory state would need to be determined through the normal regulatory
process for that signatory state. Indeed, the Agreement does not include as a remedy either revocation or restriction of the Company’s various insurance licenses in the signatory states. Moreover, the Company is not substantially dependent upon
the Agreement in order to continue to sell its products to its customers or to maintain vendor relationships that are critical to the Company delivering its products to its customers.

 In addition, the Company also does not believe that the Agreement is material. The maximum financial exposure related to penalties under the Agreement is
approximately $30 million over a three-year period. This amount represents an insignificant percentage of the Company’s operating costs (which were approximately $13 billion in 2008) and earnings before income taxes (which were approximately
$4.6 billion in 2008). Thus, the Agreement is immaterial to the Company.

 Based on the above analysis, the Company has concluded that the
Agreement is not required to be filed under Item 601(b)(10) of Regulation S-K and that inclusion of a description of the material terms of the Agreement in the business section of the Company’s Form 10-K would not be useful disclosure to
investors.

 Securities and Exchange Commission

 June 17, 2009

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 Financial Statements

 Consolidated Statements of Cash Flows, page 55

2.
Please disclose the cash inflows from maturities of investments and the cash inflows from sales of investments on separate line items. Please also discuss changes in cash inflows
from maturities of investments and sale of investments under liquidity, financial resources and capital resources.

 Response: Beginning with the Company’s Form 10-Q for the quarterly period ending June 30, 2009, the Company will disclose the cash inflows from maturities of investments and the cash inflows from sales of investments on
separate line items of its Condensed Consolidated Statements of Cash Flows.

 The Company acknowledges the Staff’s request to provide a
discussion of changes in cash inflows from maturities of investments and sales of investments under the liquidity, financial resources and capital resources section of its periodic reports. To ensure consistency with the Company’s existing
disclosure of operating cash flows, the Company proposes to add, beginning with the Company’s Form 10-Q for the quarterly period ending June 30, 2009, a discussion of net cash flows from investing activities in the liquidity, financial
resources and capital resources section of its periodic reports.

 The Company’s discussion of changes in net cash flows used for
investing activities would have been as follows as of December 31, 2008:

 Net cash flows used for investing activities increased $925
million, or 22%, primarily due to sales of available-for-sale debt securities to monetize gains driven from historically low interest rates which were more than offset by reinvestment of those funds by purchasing investments and cash paid for
acquisitions.

 4. Cash, Cash Equivalents and Investments, page 67

3.
Please disclose the circumstances giving rise to the unrealized investment losses on mortgage-backed securities and why you believe the losses to be temporary. Your discussion
should quantify the amount, if any, of underlying mortgages that defaulted in repayment.

 Response: The $105 million of
unrealized losses on mortgage-backed securities at December 31, 2008 were caused primarily by higher interest rates in the marketplace, reflecting the higher perceived risk by investors for commercial mortgage-backed securities (CMBS). These
unrealized losses represented 3.5% of the total amortized cost of the Company’s mortgage-backed security holdings as of December 31, 2008.

 The Company believes these losses to be temporary for the following reasons. First, the Company believes that it will collect all principal and interest due on all investments that have an amortized cost in excess of fair
value. Approximately 95% of the Company’s

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mortgage-backed securities in an unrealized loss position at December 31, 2008 were rated “AAA” with no known deterioration or other factors
leading to other-than-temporary impairment. Second, at December 31, 2008 the Company had the intent and ability to hold securities to recovery or maturity, whichever occurs first.

 As of December 31, 2008, the total amortized cost of the Company’s mortgage-backed securities was approximately $3 billion. Of this total, only
approximately $16 million of mortgage loans (which were acquired in the first quarter of 2008 pursuant to an acquisition and were recorded at fair value) were in default, representing less than 1% of the Company’s total mortgage-backed security
holdings. Because this amount represents an insignificant percentage of the Company’s total mortgage-backed security holdings, the Company does not believe the amount to be material.

 In the future, should the gross unrealized losses on any asset category become material, the Company will expand its disclosure to include the
circumstances giving rise to the unrealized investment losses and the reasons why the Company believes the losses to be temporary. In addition, should the amount of underlying mortgages that default in repayment become material, the Company will
expand its disclosure accordingly.

4.
You disclose that mortgage-backed securities include U.S. agency-backed mortgage pass-through securities. Please disclose the following:

•

 The amount of U.S. agency mortgage-backed securities versus non-U.S. agency mortgage backed securities and the related respective unrealized losses on these
investments;

•

 Your exposure to sub-prime mortgage-backed securities;

•

 Your exposure to Alt-A, Home Equity Lines of Credit and other high risk mortgages;

•

 A table of mortgage-backed securities by origination year and credit rating over the past five years; and

•

 A table of mortgage-backed securities in an unrealized loss position by credit rating distribution.

 Response: The Company’s holdings in mortgage-backed securities as of December 31, 2008 are broken out as follows:

 (in millions)

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair
Value

 U.S. Agency Mortgage-backed securities

$
2,245

$
62

$
—

$
2,307

 Non-U.S. Agency Mortgage-backed securities

744

—

(105
)

639

 As indicated in the table above, the total fair value of the Company’s holdings of non-U.S.
Agency Mortgage-backed securities was $639 million at December 31, 2008, which represented 3% of the Company’s total cash, cash equivalent and investment balance of approximately $22 billion at December 31, 2008. Because these
securities were not

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 June 17, 2009

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material to the Company’s total cash, cash equivalent and investment balance, the Company does not believe the expanded disclosure of the non-U.S Agency
Mortgage-backed securities would be useful to investors.

 In the future, should the Company’s gross non-U.S. Agency Mortgage-backed
securities holdings become material, the Company will expand its disclosure accordingly.

 The Company’s exposure to sub-prime
mortgage-backed securities and Alt-A mortgages and Home Equity Lines of Credit as of December 31, 2008 is broken out as follows:

 (in millions)

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair
Value

 Sub-prime exposure

$
29

$
—

$
(4
)

$
25

 Alt-A and Home Equity Lines of Credit Exposure

43

—

(7
)

36

 As the total fair value of the Company’s sub-prime exposure was only $25 million and the
total fair value of the Company’s Alt-A and Home Equity Lines of Credit exposure was only $36 million as of December 31, 2008, the Company’s exposure to sub-prime mortgage-backed securities and Alt-A mortgages and Home Equity Lines of
Credit was not material. Therefore, the Company does not believe the expanded disclosure would be useful to investors.

 In the future,
should the Company’s exposure to sub-prime mortgage-backed securities or Alt-A and Home Equity Lines of Credit become material, the Company will expand its disclosure accordingly.

 Securities and Exchange Commission

 June 17, 2009

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 The Company’s mortgage-backed securities by origination and credit rating at December 31,
2008 were as follows:

 Fair Value of Mortgage-backed Securities by Origination and Rating

 (in millions)

AAA

AA

A

BBB

BB

B

CCC &
Below

Not Rated

Total Fair
Value

 2008

$
—

$
—

$
—

$
—

$
—

$
—

$
—

$
—

$
—

 2007

70

—

—

1

—

—

—

—

71

 2006

136

1

—

12

—

1

—

—

150

 2005

165

—

—

—

—

—

—

—

165

 Pre – 2005

237

—

—

—

—

—

—

16

253

 U.S Agency Mortgage-backed securities

2,307

—

—

—

—

—

—

—

2,307

 Total

$
2,915

$
1

$
—

$
13

$
—

$
1

$
—

$
16

$
2,946

 Approximately 99% of the Company’s mortgage-backed securities were rated AAA as of
December 31, 2008 and, as a result, the Company does not believe the requested disclosure would be useful to investors. The Company would, however, propose to include a disclosure regarding the credit quality of its mortgage-backed securities
beginning with the Company’s Form 10-Q for the quarterly period ending June 30, 2009. The disclosure would have been as follows as of March 31, 2009:

 Approximately 99% of the Company’s mortgage-backed securities were of investment-grade quality, with an average credit rating of AAA at March 31, 2009.

 The Company’s mortgage-backed securities in an unrealized loss position by credit rating distribution at December 31, 2008 were as follows:

 Unrealized Losses of Mortgage-backed Securities by Rating

 (in millions)

Fair Value

Gross
Unrealized
Losses

 AAA

$
608

$
(105
)

 AA

1

—

 A

—

—

 BBB

13

—

 Non-investment grade

17

—

 Total

$
639

$
(105
)

 Approximately 95% of the Company’s mortgage-backed securities in an unrealized loss position
were rated AAA as of December 31, 2008 and as a result, the Company does not believe the requested disclosure would be useful to investors. The Company will provide

 Securities and Exchange Commission

 June 17, 2009

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an expanded disclosure on the credit quality of its portfolio beginning with the Company’s Form 10-Q for the quarterly period ending June 30, 2009
consistent with the proposed disclosure noted above.

 5. Fair Value Measurements, page 69

5.
You disclose that you perform quarterly analyses on the prices received from the pricing service to determine whether the prices are reasonable estimates of fair value. Please
disclose the process involved in validating the prices received from the pricing service to ascertain the reasonableness of the fair value estimates.

 Response: The Company compares the prices received from its pricing service to prices reported by its custodian, its investment consultant, and third party investment advisors quarterly for each security in its
portfolio. In addition, the Company analyzes the reported prices by comparing changes in the reported market values and returns to relevant market indices to test the reasonableness of the reported prices. Beginning with the Company’s Form 10-Q
for the quarterly period ending June 30, 2009, the Company would propose to modify its disclosure as follows (the new disclosure is underlined):

 As the Company is responsible for the determination of fair value, it performs quarterly analyses on the prices received from the pricing service to determine whether the prices are reasonable estimates of fair value.
Specifically, the Company compares the prices received from the pricing service to prices reported by its custodian, its investment consultant, and th