-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NYIKXlq2IbjY4P6FvePAy4/wbLY35jFWsKd4Buo2ftmYNb0DmX4fGXvOyEKBGkGz 7T5EVmaWJkSegW6pYLxLgA== 0001181431-06-062883.txt : 20061109 0001181431-06-062883.hdr.sgml : 20061109 20061109205711 ACCESSION NUMBER: 0001181431-06-062883 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061107 FILED AS OF DATE: 20061109 DATE AS OF CHANGE: 20061109 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: UNITEDHEALTH GROUP INC CENTRAL INDEX KEY: 0000731766 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 411321939 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: UNITEDHEALTH GROUP CENTER STREET 2: 9900 BREN ROAD EAST CITY: MINNEAPOLIS STATE: MN ZIP: 55343 BUSINESS PHONE: 9529361300 MAIL ADDRESS: STREET 1: 9900 BREN ROAD EAST CITY: MINNETONKA STATE: MN ZIP: 55343 FORMER COMPANY: FORMER CONFORMED NAME: UNITED HEALTHCARE CORP/ DATE OF NAME CHANGE: 20000309 FORMER COMPANY: FORMER CONFORMED NAME: UNITED HEALTHCARE CORP DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HEMSLEY STEPHEN J CENTRAL INDEX KEY: 0001180162 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10864 FILM NUMBER: 061204381 BUSINESS ADDRESS: BUSINESS PHONE: 9529367209 MAIL ADDRESS: STREET 1: C/O UNITED HEALTH GROUP INC STREET 2: 9900 BREN RD E. MN008-T050 CITY: MINNETONKA STATE: MN ZIP: 55343 4 1 rrd135924.xml FORM 4 X0202 4 2006-11-07 0 0000731766 UNITEDHEALTH GROUP INC UNH 0001180162 HEMSLEY STEPHEN J C/O UNITEDHEALTH GROUP 9900 BREN ROAD EAST MINNETONKA MN 55343 1 1 0 0 President and COO Non-Qualified Stock Option (right to buy) 5.8594 2006-11-07 4 D 0 1600000 0 D 2006-06-16 Common Stock 1600000 0 D Non-Qualified Stock Option (right to buy) 15.6250 2006-11-07 4 A 0 1600000 0 A 2007-06-16 Common Stock 1600000 1600000 D Non-Qualified Stock Option (right to buy) 6.5313 2006-11-07 4 D 0 480000 0 D 2008-02-06 Common Stock 480000 0 D Non-Qualified Stock Option (right to buy) 15.6250 2006-11-07 4 A 0 480000 0 A 2008-02-06 Common Stock 480000 480000 D Non-Qualified Stock Option (right to buy) 5.8516 2006-11-07 4 D 0 800000 0 D 2009-02-17 Common Stock 800000 0 D Non-Qualified Stock Option (right to buy) 15.6250 2006-11-07 4 A 0 800000 0 A 2009-02-17 Common Stock 800000 800000 D Non-Qualified Stock Option (right to buy) 5.0157 2006-11-07 4 D 0 5240000 0 D 2009-10-13 Common Stock 5240000 0 D Non-Qualified Stock Option (right to buy) 8.7188 2006-11-07 4 A 0 5240000 0 A 2009-10-13 Common Stock 5240000 5240000 D Non-Qualified Stock Option (right to buy) 5.9532 2006-11-07 4 D 0 1200000 0 D 2010-03-08 Common Stock 1200000 0 D Non-Qualified Stock Option (right to buy) 15.6250 2006-11-07 4 A 0 1200000 0 A 2010-03-08 Common Stock 1200000 1200000 D Non-Qualified Stock Option (right to buy) 13.1719 2006-11-07 4 D 0 1200000 0 D 2011-01-17 Common Stock 1200000 0 D Non-Qualified Stock Option (right to buy) 18.0475 2006-11-07 4 A 0 1200000 0 A 2011-01-17 Common Stock 1200000 1200000 D Non-Qualified Stock Option (right to buy) 17.3875 2006-11-07 4 D 0 1200000 0 D 2012-01-07 Common Stock 1200000 0 D Non-Qualified Stock Option (right to buy) 25.0925 2006-11-07 4 A 0 1200000 0 A 2012-01-07 Common Stock 1200000 1200000 D Non-Qualified Stock Option (right to buy) 20.0600 2006-11-07 4 D 0 900000 0 D 2013-02-12 Common Stock 900000 300000 D Non-Qualified Stock Option (right to buy) 30.1383 2006-11-07 4 A 0 900000 0 A 2013-02-12 Common Stock 900000 900000 D Non-Qualified Stock Option (right to buy) 29.7000 2006-11-07 4 D 0 600000 0 D 2014-02-11 Common Stock 600000 600000 D Non-Qualified Stock Option (right to buy) 39.7783 2006-11-07 4 A 0 600000 0 A 2014-02-11 Common Stock 600000 600000 D Non-Qualified Stock Option (right to buy) 45.2800 2006-11-07 4 D 0 150000 0 D 2015-02-03 Common Stock 150000 450000 D Non-Qualified Stock Option (right to buy) 55.3583 2006-11-07 4 A 0 150000 0 A 2015-02-03 Common Stock 150000 150000 D Non-Qualified Stock Option (right to buy) 47.3400 2006-11-07 4 D 0 62500 0 D 2015-05-02 Common Stock 62500 187500 D Non-Qualified Stock Option (right to buy) 57.4183 2006-11-07 4 A 0 62500 0 A 2015-05-02 Common Stock 62500 62500 D The reporting person has entered into an agreement, dated November 7, 2006 (the "Agreement"), with UnitedHealth Group Incorporated (the "Company") to have the exercise prices of each option with recorded grant dates between 1994 and 2002 (each, a "Subject Option") reset to the highest closing price of the Company's common stock during the recorded grant year for such particular option, except that in the case of certain options with recorded grant years in or prior to 1999, the exercise prices have been increased to the highest closing share price in 2000. In addition, the exercise prices of certain post-2002 vested options held by the reporting person have been increased to account for the value attributable to the differences between such highest closing share prices and the exercise prices of the previously exercised Subject Options. (Continued to footnote 2). See the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 8, 2006 for additional information.For Section 16 reporting purposes only, the increases in option exercise prices are deemed to be a cancellation of the old options and the grant of replacement options. The other terms of the outstanding options (including the vesting of the options) remain unchanged.For Section 16 reporting purposes only, the increases in option exercise prices are deemed to be a cancellation of the old options and the grant of replacement options. The other terms of the outstanding options (including the vesting of the options) remain unchanged. The reporting person has acted to relinquish any personal benefit from option grants that were suspended in 1999 and reinstituted in August 2000. /s/ Stephen J. Hemsley 2006-11-09 EX-99.1 2 rrd119341_134323.htm POWER OF ATTORNEY rrd119341_134323.html 

                                                                    Exhibit 99.1

                                POWER OF ATTORNEY

      To be filed with the United States Securities and Exchange Commission

The undersigned, Stephen J. Hemsley, of UnitedHealth Group Incorporated, hereby
authorizes and designates Dannette L. Smith, Deputy General Counsel and
Assistant Secretary, and Forrest G. Burke, Acting General Counsel, to sign on
his behalf any Forms 3, 4 or 5 required to be filed with the Securities and
Exchange Commission at any date following the date hereof. The undersigned also
revokes all previous powers of attorney to sign on his behalf any Forms 3, 4 or
5 as of the date hereof.

This Power of Attorney shall remain in effect until specifically revoked by the
undersigned.

Date: November 7, 2006

                                                    /s/ Stephen J. Hemsley
                                                    ----------------------------
                                                    Stephen J. Hemsley
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