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Case Status:    SETTLED  
—On or around 09/23/2009 (Date of order of final judgment)
Current/Last Presiding Judge:  
Hon. James M. Rosenbaum

Filing Date: May 05, 2006

UnitedHealth Group, Inc. is a multinational managed healthcare and insurance company.

The original Complaint alleges that Defendants UnitedHealth and certain of its officers and directors violated federal securities laws by issuing a series of materially false statements. Specifically, Defendants misrepresented and omitted material facts concerning UnitedHealth's backdating of stock option grants to Defendants the Company’s CEO and the Company’s COO. UnitedHealth represented that the exercise price of all stock options would be no less than the fair market value of UnitedHealth's common stock, measured by the publicly traded closing price for UnitedHealth stock on the day of the grant. However, in reality, those options were backdated so their exercise price correlated to a day on or near the day UnitedHealth stock hit its low price for the year, or directly in advance of sharp increases in the price of UnitedHealth stock. Defendants the Company’s CEO and the Company’s COO have collectively earned over $500 million by exercising these backdated options.

As the truth concerning United Health's practice of backdating option grants became known to the market from a variety of sources, the price of UnitedHealth stock fell $6.76, or 12%, over several trading sessions.

The lawsuit has been filed on behalf of all persons who purchased or otherwise acquired the publicly traded securities of UnitedHealth during the Class Period, and also included are all those who acquired UnitedHealth's securities through its acquisitions of AmeriChoice, Mid Atlantic Medical, Oxford Health Plans and Pacificare Health.

As summarized by the Company’s FORM 10-K for the Fiscal Year Ended December 31, 2007, on May 5, 2006, the first of seven putative class actions alleging a violation of the federal securities laws was brought by an individual shareholder against certain current and former officers and directors of the Company in the United States District Court for the District of Minnesota. On December 8, 2006, a consolidated amended Complaint was filed consolidating the actions into a single action. The action is captioned In re UnitedHealth Group Incorporated PSLRA Litigation. The action was brought by lead Plaintiff California Public Employees Retirement System against the Company and certain of the Company's current and former officers and directors. The consolidated amended Complaint alleges that Defendants, in connection with the same alleged course of conduct identified in the shareholder derivative actions described above, made misrepresentations and omissions during the period between January 20, 2005 and May 17, 2006, in press releases and public filings that artificially inflated the price of UnitedHealth's common stock. The consolidated amended Complaint also asserts that during the class period, certain Defendants sold shares of our common stock while in possession of material, non-public information concerning the matters set forth in the Complaint. The consolidated amended Complaint alleges claims under Sections 10(b), 14(a), 20(a) and 20A of the Securities and Exchange Act of 1934 and Sections 11 and 15 of the 1933 Act. The action seeks unspecified money damages and equitable relief. Defendants moved to dismiss the consolidated amended Complaint on February 6, 2007. The motion to dismiss was denied in an order filed on June 4, 2007 and discovery is ongoing. On July 18, 2007, the lead Plaintiff moved for partial summary judgment on the Company’s liability on the Section 11 claim. The court denied the motion for partial summary judgment on October 2, 2007. The parties then engaged in discovery and the case was currently scheduled to be ready for trial in July 2008.

As summarized by the Company’s Form 10-Q for the Quarterly Period Ended September 30, 2008, on March 18, 2008, the court granted Plaintiffs’ motion for class certification. On July 2, 2008, the Company announced that it had reached an agreement in principle with the lead Plaintiff CalPERS and Plaintiff class representative Alaska Plumbing and Pipefitting Industry Pension Trust, on behalf of themselves and members of the class, to settle the lawsuit. The proposed settlement will fully resolve all claims against the Company, all current officers and directors of the Company named in the lawsuit, and certain former officers and directors of the Company named in the lawsuit. No parties admit any wrongdoing as part of the proposed settlement. Under the terms of the proposed settlement, the Company has paid $895 million into a settlement fund for the benefit of class members. In addition to the payment to the settlement fund, the Company will also supplement the substantial changes it has already implemented in its corporate governance policies with additional changes and enhancements. The proposed settlement, which has been approved by the boards of directors of CalPERS and the Company, is subject to completion of final documentation, and preliminary and final court approval. Further, the Company has the right to terminate the settlement if class members representing more than a specified amount of alleged securities losses elect to opt out of the settlement.

On November 12, 2008, a Stipulation of Settlement was filed. According to the Stipulation, the proposed settlement is in the amount of $925.5 million in cash of which Defendant UnitedHealth will pay $825 million in cash. In addition, the former CEO and Chairman of UnitedHealth shall pay $30 million into the settlement fund and return a total of 3.675 million shares of stock options, and former General Counsel and Secretary of UnitedHealth shall pay $500,000 into the settlement fund. On November 24, 2008, the Plaintiffs filed a motion for a $925.5 million settlement, which the judge preliminarily approved on December 23, 2008. A settlement hearing is set for March 16, 2009.

According to an article dated February 6, 2009, attorneys for shareholders of UnitedHealth Group Inc. (UNH) asked a federal judge for $110 million in fees for their work on a $925.5 million settlement of a lawsuit alleging improper backdating of stock options. … A hearing for final approval is set for March 16. The fee request represents about 12 percent of the recovery and is based on a 2007 agreement with the lead investor Plaintiff, the California Public Employees' Retirement System, lawyers from the law firm Coughlin Stoia Geller Rudman & Robbins said.

On August 11, 2009, Judge James M. Rosenbaum granted the pending motion for settlement and further granted the motion for attorney fees. The settlement is approved and sets attorney fees in the amount of $64,785,000. Lead Plaintiff shall be reimbursed for its expenses in the amount of $25,291.10.

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