Pleadings, Orders and other documents filed in this Litigation

Preliminary Approval Order

Stipulation of Settlement

Notice of Proposed Settlement of Class Action

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HOUSEHOLD INTERNATIONAL SECURITIES CLASS ACTION SETTLEMENT

On June 17, 2016, after fourteen years of litigation, the parties reached a proposed settlement (“Settlement”) in the case of Lawrence E. Jaffe Pension Plan v. Household International, Inc., et al., Lead Case No. 02-C-5893 (the “Litigation”), which is pending in the United States District Court for the Northern District of Illinois. The proposed settlement will result in the creation of a cash settlement fund in the principal amount of One Billion Five Hundred Seventy-Five Million Dollars ($1,575,000,000.00), plus any interest that may accrue thereon. The Honorable Jorge L. Alonso entered an order preliminarily approving the Settlement on June 23, 2016. Preliminary Approval Order Judge Alonso will hold a settlement hearing on October 20, 2016 at 10:30 a.m. in Courtroom 1219, Everett McKinley Dirksen United States Courthouse, 219 South Dearborn Street, Chicago, Illinois 60604 to determine whether the proposed settlement should be approved as fair, reasonable and adequate and other issues related to the Settlement. You may click on the following links to find certain important documents related to the settlement.

Stipulation of Settlement
Notice of Proposed Settlement of Class Action

You may also click on the link in the left-hand margin to review pleadings, orders and other documents filed in this Litigation.

Pursuant to the terms of the Settlement, you may be able to share in the recovery if you purchased Household common stock between March 23, 2001 and October 11, 2002. Claimants were required to submit a Proof of Claim form as described in the Notice of Verdict in Favor of Plaintiff Class dated January 11, 2011. Notice of Verdict If you filed a Proof of Claim form at that time, your claim was recommended for either acceptance or rejection, as set forth in reports filed with the Court by the Claims Administrator on December 22, 2011. If your claim was not rejected at that time, you will share in the proceeds of the proposed settlement if: (1) you are entitled to a distribution under the Plan of Allocation described in the Notice of Proposed Settlement of Class Action; (2) you submitted a valid Proof of Claim form in 2011; (3) you answered the reliance question, as required, in 2011-2013; (4) you responded to discovery propounded by Defendants in 2014 on claimants who responded “Yes” to the reliance question (if you answered “No”, you were not served with discovery in 2014); and (5) if the proposed settlement is finally approved by the Court. All Class Members will be bound by the Judgment and release to be entered by the Court as described in the Notice. YOU MAY NO LONGER SUBMIT A PROOF OF CLAIM IN THIS MATTER.


Summary of the Litigation

On August 19, 2002, Lawrence E. Jaffe Pension Plan initiated an action in the United States District Court for the Northern District of Illinois, Eastern Division, by complaint styled as Lawrence E. Jaffe Pension Plan v. Household International, Inc. et al., Lead Case No. 02-C-5893, alleging violations of the federal securities laws and naming as defendants Household, Chief Executive Officer William F. Aldinger, Chief Financial Officer David A. Schoenholz and outside auditor Arthur Anderson (the “Jaffe Complaint”). The Jaffe Complaint brought claims on behalf of all persons who purchased Household securities between October 23, 1997 and August 14, 2002. Thereafter, a number of similar, related, class action complaints were filed. In all, a total of 7 actions involving similar claims were filed. On December 9, 2002, these cases were consolidated by Court order. On December 18, 2002, the Court entered an order granting the Glickenhaus Institutional Group‘s motion for appointment as lead plaintiffs. Robbins Geller was appointed as lead counsel, and Miller Law as liaison counsel.

On March 13, 2003, Plaintiffs filed the Consolidated Complaint which included claims for violations of §§10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder and §§11, 12(a)(2) and 15 of the Securities Act of 1933, and added Defendant Gary Gilmer. The Consolidated Complaint asserted claims on behalf of all persons who purchased or otherwise acquired securities of Household during the period from October 23, 1997 to October 11, 2002. On May 13, 2003, Defendants moved to dismiss the Consolidated Complaint. On March 19, 2004, the Court entered an Order granting in part and denying in part Defendants‘ motions to dismiss the Consolidated Complaint.

By order entered December 3, 2004, the Court certified a class (the “Class”) with the Class defined as follows: all Persons who purchased or otherwise acquired the securities of Household during the period between October 23, 1997 and October 11, 2002.

On June 30, 2005, the Household Defendants filed a motion to dismiss pursuant to the Seventh Circuit‘s decision in Foss v. Bear, Sterns Co., 394 F.3d 540 (7th Cir. 2005). On February 28, 2006, following briefing on Defendants‘ motion, the Court granted Defendants‘ motion, dismissing Plaintiffs‘ §10(b) claims that arose prior to July 30, 1999.

On August 16, 2005, the parties filed a Joint Motion and [Proposed] Order for Entry of Modification to Stipulation and Order Regarding Class Action Certification Entered December 3, 2004. Under the terms of the modified stipulation, the parties agreed that Defendants would waive their right to decertify in part the Class as set forth in the stipulation. The parties also requested that the Court direct that notice be sent to the class. On August 22, 2005, the Court entered an order approving the parties‘ modification to the stipulation and order regarding class certification.

On June 16, 2005, Plaintiffs and Arthur Andersen reached a settlement, pursuant to which Arthur Andersen agreed to pay cash consideration of $1,500,000. On January 31, 2006, a notice was sent to Class Members informing them of the Arthur Andersen settlement, of the certification of the Class, and notifying Class Members of the right to be excluded from the litigation. Arthur Andersen Notice. On March 30, 2006, Lead Plaintiffs filed a motion for final approval of the settlement with Arthur Andersen. On April 6, 2006, the Court approved the settlement, entering final judgment and an order of dismissal with prejudice as to Arthur Andersen.

A six (6) week jury trial of the Litigation commenced on March 30, 2009 against Defendants Household, Aldinger, Schoenholz and Gilmer (the “Trial Defendants”) on behalf of all purchasers of Household common stock from July 30, 1999 through October 11, 2002. On May 7, 2009, the jury rendered a verdict in the case. Jury Verdict form The jury found that the Trial Defendants did not violate the federal securities laws for statements made during the time period of July 30, 1999 through March 22, 2001. Plaintiffs did not appeal this determination. For Class Members who purchased Household common stock during that time frame, there is no recovery. The jury found that the Trial Defendants did violate the federal securities laws for certain public statements regarding Household made in connection with purchases of Household common stock from March 23, 2001 through October 11, 2002. The jury also awarded per share damages for each trading day during this period.

On November 22, 2010, the Court entered an Order creating the protocol for Phase II of this case. On January 11, 2011, the Court approved a Notice of Verdict to be sent to all persons who purchased or otherwise acquired the common stock of Household between October 23, 1997 and October 11, 2002. NOTICE OF VERDICT IN FAVOR OF PLAINTIFF CLASS AND AGAINST HOUSEHOLD INTERNATIONAL, INC., WILLIAM ALDINGER, DAVID SCHOENHOLZ, AND GARY GILMER In light of the Court‘s rulings and the jury‘s verdict, only persons who purchased or otherwise acquired Household common stock between March 23, 2001 and October 11, 2002 were potentially entitled to share in the recovery. After the submission of claims and the claims administration process was completed, the claims administrator filed reports with the Court on December 22, 2011 identifying potentially valid claims and claims that were rejected. Thereafter, the Court allowed defendants to object to any potentially valid claims. Defendants‘ objections were filed on February 27, 2012, and plaintiffs responded to these objections on March 28, 2012. The Court also required all class members to answer the “reliance question,” which was set forth on page five (5) of the Proof of Claim Form. Persons who failed to answer the reliance question, either in 2011 as part of the claims process or, thereafter, during a second opportunity provided by the Court in 2013, had their claims rejected.

On October 17, 2013, the Court entered a partial final judgment pursuant to Fed. R. Civ. P. 54(b) in the amount of $1,476,490,844.21 plus prejudgment interest in the amount of $986,408,772.00, for a total amount of $2,462,899,616.21, along with post-judgment interest and taxable costs.

Defendants filed a notice of appeal on November 12, 2013. The appeal was fully briefed on April 11, 2014. On appeal, defendants raised issues with respect to three elements: loss causation, the Court‘s instruction on what it means to “make” a false statement, and reliance. On May 21, 2015, the Court of Appeals reversed the judgment and remanded the case for a new trial on three issues: (1) loss causation; (2) damages; and (3) whether the three Individual Defendants “made” certain statements under the Supreme Court‘s decision in Janus Capital Group, Inc. v. First Derivative Traders, 131 S. Ct. 2296 (2011). 7TH CIR. OPINION The court upheld the District Court phase II protocol. In addition, the Court of Appeals held that the new jury would need to reapportion liability in light of the Janus issue described above. Pursuant to the Seventh Circuit Court of Appeals Rule 36, the case was reassigned from the Honorable Ronald A. Guzmãn to the Honorable Jorge L. Alonso. A new trial was scheduled to begin on June 6, 2016, before Judge Alonso.

On February 24, 2016, each of the Individual Defendants filed motions for partial summary judgment regarding whether they “made” certain of the statements at issue. The parties subsequently reached a stipulation regarding which Individual Defendants “made” which statements, and the stipulation was submitted to the Court on March 16, 2016, together with a motion to withdraw the Individual Defendants‘ motions for partial summary judgment. The Court granted that motion on March 17, 2016.

The parties engaged in mediation sessions in May 2005, May 2008, June 2011, June 2014; before this Court on August 22, 2005; and in the Seventh Circuit‘s mediation program in December 2013 and January 2014. At various times during the course of the Litigation, the parties engaged the services of Judge Layn R. Phillips (Ret.), a nationally recognized mediator. The parties engaged in numerous telephonic mediation sessions with Judge Phillips during 2016 regarding a potential settlement of the Litigation. On June 5, 2016, Judge Phillips issued a mediator‘s proposal to settle the Litigation for $1,575,000,000.00. The parties accepted Judge Phillips‘ mediator‘s proposal to settle the Litigation for that amount on June 6 subject to the negotiation of the terms of a Stipulation of Settlement and approval by the Court.


Rights of Class Members

If you are a Class Member, you may receive the benefit of, and you will be bound by the terms of, the proposed settlement described in this Notice, upon approval of the proposed settlement by the Court.

If you are a Class Member, the following decisions that you have already made during the pendency of the Litigation have affected your claim:

  1. You were required to submit a Proof of Claim form as described in the Notice of Verdict dated January 11, 2011. If you filed a proof of claim form at that time, your claim was either accepted or rejected, as set forth in reports filed with the Court by the claims administrator on December 22, 2011. If your claim was not rejected, you will share in the proceeds of the proposed settlement if: (a) you are entitled to a distribution under the Plan of Allocation described below; (b) you submitted a valid Proof of Claim form in 2011; (c) you answered the reliance question, as required, in 2011-2013; (d) you responded to discovery propounded by Defendants in 2014 on claimants who responded “Yes” to the reliance question; (e) you never withdrew your claim; and (f) if the proposed settlement is finally approved by the Court. You will be bound by the Judgment and release to be entered by the Court as described below.

  2. If you purchased or otherwise acquired Household common stock during the Class Period and you did not wish to be included in the Class, you were required to file a request for exclusion on or before March 20, 2006. If you timely and validly requested exclusion from the Class: (a) you are excluded from the Class, (b) you will not share in the proceeds of the settlement described herein, (c) you are not bound by any judgment entered in the Litigation, and (d) you are not precluded, by reason of your decision to request exclusion from the Class, from otherwise prosecuting an individual claim, if timely, against Defendants based on the matters complained of in the Litigation.

  3. If you did not make a valid and timely request in writing to be excluded from the Class in 2006, you will be bound by any and all determinations or judgments in the Litigation in connection with the settlement entered into or approved by the Court, whether favorable or unfavorable to the Class, and you shall be deemed to have, and by operation of the Judgment shall have, fully released all of the Released Claims against the Released Persons (as defined in the Stipulation of Settlement), whether or not you submitted a valid Proof of Claim form.

  4. You may not have filed a Proof of Claim Form in 2011 or a request for exclusion in 2006. If you chose either of these options, you will not share in the proceeds of the settlement, but you will be bound by any judgment entered by the Court, and you shall be deemed to have, and by operation of the Judgment shall have, fully released all of the Released Claims against the Released Persons.

  5. You may object to the settlement, the Plan of Allocation, the application for attorneys‘ fees and expenses and/or any award of expenses to Lead Plaintiffs in the manner described in the Notice of Proposed Settlement of Class Action.

  6. If you are a Class Member, you may, but are not required to, enter an appearance through counsel of your own choosing and at your own expense, provided that such counsel must file an appearance on your behalf on or before September 12, 2016, and must serve copies of such appearance on the attorneys listed in Section XVIII of the Notice of Proposed Settlement of Class Action below. If you do not enter an appearance through counsel of your own choosing, you will be represented by Plaintiffs‘ Lead Counsel: Robbins Geller Rudman & Dowd LLP, Michael J. Dowd, Spencer A. Burkholz, Daniel S. Drosman, Luke O. Brooks and Maureen E. Mueller, 655 West Broadway, Suite 1900, San Diego, CA 92101.

  7. A list of valid claims, by claim number, may be accessed at this link Valid Claims or (2) on a website maintained by the claims administrator at www.householdlitigation.com. You may also access information regarding claims that have been rejected at this link Invalid Claims or at www.householdlitigation.com. You may obtain your claim number by e-mailing the claims administrator at classact@gilardi.com. You may also contact Lead Counsel with questions by e-mail at HouseholdClaims@rgrdlaw.com.

ADDITIONAL INFORMATION RELATING TO CLAIMS IN THIS CASE IS AVAILABLE ON A WEBSITE MAINTAINED BY THE CLAIMS ADMINISTRATOR AT www.householdlitigation.com.


ROBBINS GELLER
RUDMAN & DOWD LLP
Michael J. Dowd
655 West Broadway, Suite 1900
San Diego, CA 92101-3301
HouseholdClaims@rgrdlaw.com
Lead Counsel for Plaintiffs


For your convenience, copies of all Pleadings, Orders and other documents filed in this Litigation are accessible by clicking on Pleadings, Orders and other documents filed in this Litigation.