X0304 4 2012-02-07 0 0000731766 UNITEDHEALTH GROUP INC UNH 0001407932 Sweere Lori C/O UNITEDHEALTH GROUP 9900 BREN ROAD EAST MINNETONKA MN 55343 0 1 0 0 EVP, Human Capital Common Stock 2012-02-07 4 A 0 19220 52.03 A 80094.552 D Common Stock 2012-02-07 4 A 0 76924 0.00 A 157018.552 D Common Stock 2012-02-07 4 F 0 32847 52.03 D 124171.552 D The restricted stock units will vest at a rate of 33% on December 28, 2012; February 7, 2014; and February 7, 2015. Represents the settlement of Performance Share Awards for the performance period 2009-2011. Represents the withholding of shares to satisfy tax obligations upon the settlement of Performance Share Awards for the performance period 2009-2011. Amount does not include performance-based restricted stock units granted to the executive officer on February 7, 2012, as performance awards not tied to stock price are not derivative securities for purposes of Section 16 under guidance from the staff of the SEC. The number of performance-based restricted stock units that the executive officer will receive will be determined at the end of the 3-year performance period and will be dependent upon the achievement of cumulative 3-year EPS and average return-on-equity performance metrics approved by the Compensation and Human Resources Committee. The target number of performance-based restricted stock units is 19,220. Dannette L. Smith, Attorney-in-Fact for Lori Sweere 2012-02-09