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Correspondence

UnitedHealth Group

9900 Bren Road East Minnetonka MN 55343

 May 11, 2011

 VIA EDGAR AND OVERNIGHT COURIER

 Securities and Exchange Commission

 Division of Corporation Finance

100 F Street NE

 Washington, D.C. 20549

 Attn: Frank Wyman

Re:

UnitedHealth Group Incorporated

Form 10-K for Fiscal Year Ended December 31, 2010

File No. 001-10864

 Dear Mr. Wyman:

On behalf of UnitedHealth Group Incorporated (the Company), this letter responds to the comments of the staff (Staff) of the Securities and Exchange
Commission (the Commission) on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (2010 10-K), as detailed in the Staff’s letter dated April 27, 2011 (the Comment Letter).

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

 Consolidated Financial Statements

 Notes to Consolidated Financial Statements

 4. Fair Value, page 74

1.
Please tell us how current market credit spreads were considered in your determination of fair value for your debt securities, including the $6.1 billion of state
and municipal obligations held at December 31, 2010 and the impact of any changes in these credit spreads on your determination of fair value for these securities. Also, describe how these credit spreads were considered in validating related
prices provided by your third-party pricing service.

 Response:

Fair values for the Company’s debt securities, including state and municipal obligations, are obtained from a third-party pricing
service (pricing service). These values are classified as predominantly Level 1 or Level 2 fair values based on the nature of the inputs used by the pricing service for each type of security and the frequency of observable market transactions for
the same or similar instruments.

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 The pricing service uses valuation methodologies that incorporate quoted (unadjusted)
prices or other observable inputs for identical or similar assets in both active and non-active markets depending on availability. Since these types of inputs are based on market transactions, credit risk is already reflected in the observed prices
to a certain extent. When necessary, the pricing service will apply additional adjustments for credit spreads, ratings updates, internal credit evaluations, and relevant sector curves to its matrix models to arrive at Level 2 fair values. The
Company has historically not made further adjustments to the values obtained from the pricing service.

 For state and municipal
obligations specifically, the Muni Market Data (MMD) curve is relevant to the credit spread for that class of securities. State and municipal yields are typically not compared to U.S. Treasury securities for trading or valuation purposes. In
general, the MMD curve may be compared to the U.S. Treasury yield curve to provide a ratio of tax-exempt municipal yields to similar maturity U.S. Treasuries, and an analysis of that ratio over time can be indicative of the relative valuation of
municipal bonds to U.S. Treasury securities. This ratio is typically most influenced by supply and demand considerations for state and municipal bonds, but may also be a reflection of perceived credit quality, federal and state tax laws, investor
demand for tax-exempt income, and the general interest rate cycle.

 Valuations of state and municipal obligations are primarily
based on the MMD curve of AAA-rated issuers for each year of maturity, 1 through 30. This has generally proven to be an effective measure of value, and is based on observed transaction prices. Since highly-rated securities trade within a relatively
narrow range of the MMD curve, and lower-rated securities have greater variability, it is possible that large state issuers such as California can have a disproportionate effect on the performance of sectors within the class. These potential effects
are evaluated in both the valuation process and in the Company’s own validation of the fair values.

 The Company validates
fair values received from the pricing service by comparing the security price changes and resulting changes in unrealized gains and losses to changes in underlying market indices and performance benchmarks for each asset class. This validation takes
into account factors such as average duration, credit quality and credit ratings of issuers of debt securities.

 For state and
municipal obligations specifically, in periods where the relevant municipal indices suggest negative price changes, the Company looks for corresponding changes of a similar magnitude in the values received from the pricing service. In periods where
the MMD curve has moved to a higher ratio relative to U.S. Treasury securities, the expectation is that the values of state and municipal obligations will lag behind those of similar-duration U.S. Treasury securities when prices rise, and losses
will be greater when prices fall. The converse would apply in periods where the ratio is lower relative to U.S. Treasuries.

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 The Company’s validation process also includes a comparison of the values obtained
from the pricing service to alternative pricing sources used by the Company’s investment consultant and advisors.

2.
Regarding your investments in state and municipal obligations, please provide us the following information at December 31, 2010:

•

 The fair value and amortized cost of your general obligation and special revenue bonds, categorized by state, municipality and political
subdivision and the credit rating for each category with and without a financial guarantee by third parties; and

•

 The nature of the activities supporting your investments in special revenue bonds, if applicable.

Response: A table of the information requested in the first bullet point is attached as Exhibit A to this response. The
Company’s investment strategy regarding special revenue bonds emphasizes essential services. Accordingly, the nature of the activities supporting the Company’s investments in special revenue bonds includes utilities, water and sewer,
transportation, education, and healthcare.

 12. AARP, page 89

3.
You recognized premium revenues under the AARP Program of $6.3 billion in 2010. However, you disclose that underwriting gains or losses related to the AARP
Medicare Supplement Insurance business are recorded directly as an increase or decrease to the RSF and accrue directly to the benefit of the AARP policyholders. Please tell us why you do not follow a fee-based accounting model for the AARP business,
consistent with that described on page 64.

 Response: The AARP Medicare Supplement Insurance
Contract (the Contract) is a collectively renewable group policy that is in effect for a period of ten years. The Contract provides indemnification against loss or liability for specified events and circumstances that may occur at a future date. At
Contract inception in 2007, the Company concluded that the Contract provided indemnification against loss or liability under Accounting Standards Codification (ASC) 720-20-25 (Expenses – Other Expenses – Insurance Costs). To supplement the
Company’s analysis, the Company considered the conditions of ASC 944-20-15 (Financial Services – Insurance – Insurance Activities – Scope and Scope Exceptions) regarding the assessment of significant insurance risk and
significant loss and further concluded that it met the definition of a long duration insurance contract.

 The Contract provides
for the maintenance of a Rate Stabilization Fund (RSF) that is held by the Company on behalf of the policyholders. On an annual basis, underwriting and investment gains and losses are either added to or subtracted from the RSF. Importantly, if
losses exceed the balance in the RSF, such losses are borne solely by the Company.

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 As noted, on page 64 of our 2010 Form 10-K the Company discusses revenue recognition for
its administrative service contracts (i.e., fee-based business) whereby services are performed for customers who retain the risk of their health care costs. Under these contracts, the Company has concluded it is outside of ASC 944 as there is no
indemnification against loss or liability and does not recognize premium revenue or medical costs. For these administrative service contracts, the Company follows the accounting model as defined under ASC 605-45 (Revenue Recognition - Principal
Agent Considerations).

4.
Please disclose the impact of the AARP business on your statement of operations, consistent with the balance sheet disclosures provided on page 90.

 Response: The Company’s AARP assets (assets under management) are managed separately from
its general investment portfolio and are used to pay costs associated with the AARP program. For the year ended December 31, 2010 the Company disclosed the balance sheet impact of the AARP business in order to facilitate the readers’
understanding of the assets and liabilities that are associated with the assets under management. In addition, the Company provides disclosures required by ASC 825-10-50 for its AARP assets under management that are measured at fair value pursuant
to the election of the fair value option.

 With regard to the impact on the statement of operations, the Company assessed the
AARP relationship from a quantitative and qualitative perspective, and the Company does not believe that the relationship is material. From a quantitative perspective, the AARP business represented less than 10% of the Company’s consolidated
premiums, medical costs, operating costs and earnings from operations for all periods presented. From a qualitative perspective, the Company’s AARP-branded products and services, which are similar to those provided to the Company’s other
health benefits customers, are provided in the ordinary course of business. The Company provides certain financial information regarding the relationship, however the Company does not believe the impact of the AARP relationship on the Company’s
results of operations is material.

 13. Commitments and Contingencies

 Legal Matters, page 91

5.
The phrase “except as noted below” in your disclosure appears to indicate that a reasonable possibility of loss exists for litigation matters described
on pages 91-93 and that you are able to estimate a loss or range of loss in these cases. However, you have not provided quantification regarding these matters as required by ASC 450-20-50. Please expand your disclosure for each litigation matter
described on pages 91-93 to address the following:

•

 The amounts accrued for loss contingencies accrued as required by ASC 450-20-50-1;

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•

 An estimate of the possible loss or range of loss or a statement that such an estimate cannot be made for loss contingencies that are at least
reasonably possible but not accrued, either because it is not probable that a loss has been incurred or the amount of loss cannot be reasonably estimated, as required by ASC 450-20-50-3 and 50-4; and

•

 If you cannot make an estimate, disclose the facts and circumstances that prevent you from making such an estimate, as well as a discussion of
what is being sought in those proceedings.

 Response: The Company discloses four potential
loss contingencies relating to litigation matters in its “Commitments and Contingencies” note to the financial statements – the multi-district litigation in the United States District Court of the Southern District Court of Florida
(MDL Matter), the litigation involving the American Medical Association (AMA Matter), the California Department of Insurance claims processing matter (CDI Matter), and the historical stock option litigation (Option Matter).

ASC 450 requires companies to establish accruals for litigation and other contingencies when it is probable that a loss has been incurred
and the amount of the loss can be reasonably estimated. When a loss is not both probable and reasonably estimable, an accrual is not recorded, but disclosure of the contingency is required to be made when there is at least a reasonable possibility
that a loss or an additional loss, if material, has been incurred. Under ASC 450, the disclosure is required to indicate the nature of the contingency and give a reasonable estimate of the possible loss or range of loss or state that the amount of
loss cannot be reasonably estimated.

 The Company confirms for the Staff that, with respect to the specifically identified
litigation matters, the Company believes that there is a reasonable possibility a loss has been incurred. The phrase “except as otherwise noted below,” as used by the Company in the 2010 10-K, was intended to clarify that, for certain of
the loss contingencies that are disclosed, the Company has disclosed losses that have been accrued or incurred (e.g., the AMA Matter and the Option Matter). The phrase was not intended to indicate that the Company is able to estimate a loss or a
range of losses for all of the specifically identified legal matters. Indeed, for the reasons detailed below, the Company is not able to reasonably estimate a loss or range of loss attributable to the MDL Matter or the CDI Matter. The Company
intends to clarify its disclosures in future filings. Information regarding each of the four disclosed potential loss contingencies follows.

 The AMA Matter has been settled and amounts previously accrued have been paid. On page 90 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, the Company disclosed
the accrual of $350 million in connection with settlement of the AMA Matter, and on page 92 of the 2010 10-K, the Company disclosed that it paid $350 million in connection with the settlement of the AMA Matter.

Similarly, proceedings relating to the Option Matter have been settled and amounts previously accrued have been paid. On page 93 of the
2010 10-K, the Company disclosed

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that it paid $30 million and $6 million related to plaintiffs’ counsel fees and expenses, respectively, in connection with the Option Matter. In the Quarterly Report on Form 10-Q for the
quarter ended March 31, 2011, the Company disclosed that the settlement agreement relating to the Option Matter became final in April 2011.

 The Company cannot reasonably estimate the range of loss, if any, that may result from the MDL Matter given the procedural status of the cases, the potential effect of prior rulings in related cases, the
plaintiffs’ failure to provide any evidence-based damages analyses, and the indeterminate number of claims and parties involved. Further, no formal demands have been made in any of the remaining suits and the plaintiffs have not provided an
estimate of alleged damages. Outside counsel has concurred with this assessment.

 In addition, the Company cannot reasonably
estimate the range of loss, if any, that may result from the CDI Matter given the procedural status of the dispute, the novel legal issues presented, the inherent difficulty in predicting regulatory fines and penalties, the various remedies and
levels of judicial review available to the Company in the event a fine or penalty is assessed, and the California Department of Insurance’s approach to this dispute which, in the Company’s view, reflects a shift in regulatory policy. Of
note, the California Department of Insurance has not assessed any fine or penalty against the Company or made any formal demand. Outside counsel has concurred with the Company’s assessment. The Company, however, has disclosed information it has
gathered from public sources that allows investors to evaluate the theoretical magnitude of the matter. For example, the Company disclosed the number of alleged violat