UNH » Topics » Stock Option Review

This excerpt taken from the UNH 8-K filed Apr 7, 2006.

Stock Option Review

The Company’s proxy statement filed on April 7, 2006 includes the following disclosure under the heading “Other Matters”:

In light of recent focus by the Securities and Exchange Commission and others on stock option grant practices by publicly traded companies, the Company’s Chairman and Chief Executive Officer recommended that the Board of Directors appoint a Committee comprised of independent directors to retain and work with outside legal counsel to review the Company’s current and historic stock option grant practices. The Board of Directors accepted this recommendation and formed a Committee of independent directors. The Committee has engaged independent counsel to assist in its review. In response to a call from the staff of the Securities and Exchange Commission, the Company has advised the staff of the appointment of the Committee and counsel.


On March 29, 2006, a derivative action relating to the issues being reviewed by the Committee was filed in the United States District Court for the District of Minnesota naming as defendants all directors other than Donna Shalala, as well as the Company as a nominal defendant.

CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

UnitedHealth Group and its representatives may from time to time make written and oral forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA), including statements in this report, in presentations, press releases, filings with the Securities and Exchange Commission, reports to shareholders and in meetings with analysts and investors. Generally the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. These statements may contain information about financial prospects, economic conditions, trends and unknown certainties. We caution that actual results could differ materially from those that management expects, depending on the outcome of certain factors. These forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the results discussed in the forward-looking statements. Some factors that could cause results to differ materially from the forward-looking statements include:

 

  increases in health care costs that are higher than we anticipated in establishing our premium rates, including increased consumption of or costs of medical services;

 

  heightened competition as a result of new entrants into our market, and consolidation of health care companies and suppliers;

 

  events that may negatively affect our contract with AARP;

 

  uncertainties regarding changes in Medicare, including coordination of information systems and accuracy of certain assumptions;

 

  funding risks with respect to revenue received from Medicare and Medicaid programs;

 

  increases in costs and other liabilities associated with increased litigation, legislative activity and government regulation and review of our industry;

 

  our ability to execute contracts on competitive terms with physicians, hospitals and other service providers;

 

  regulatory and other risks associated with the pharmacy benefits management industry;

 

  failure to maintain effective and efficient information systems, which could result in the loss of existing customers, difficulties in attracting new customers, difficulties in determining medical costs estimates and appropriate pricing, customer and physician and health care provider disputes, regulatory violations, increases in operating costs, or other adverse consequences;

 

  possible impairment of the value of our intangible assets if future results do not adequately support goodwill and intangible assets recorded for businesses that we acquire;

 

  potential noncompliance by our business associates with patient privacy data;

 

  misappropriation of our proprietary technology; and


  anticipated benefits of acquiring PacifiCare may not be realized.

This list of important factors is not intended to be exhaustive. A further list and description of some of these risks and uncertainties can be found in our reports filed with the Securities and Exchange Commission from time to time, including our annual reports on Form 10-K and quarterly reports on Form 10-Q. Any or all forward-looking statements we make may turn out to be wrong. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Except to the extent otherwise required by federal securities laws, we do not undertake to publicly update or revise any forward-looking statements.


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