01—Abstract
Summary
Summary of the 10-K/A filed April 12, 2013. Cited figures are marked; the original filing is the authoritative source.
This Part IV, Item 15 section of Humana Inc.'s annual report, filed April 12, 2013, lists the financial statements, schedules, and exhibits for the report.
It states that the financial statements are submitted as Item 8 of Part II, and it includes Schedule I (Parent Company Financial Information) and Schedule II (Valuation and Qualifying Accounts). All other schedules are omitted as not applicable. It also states that the XBRL exhibits covering the consolidated balance sheets, income statements, comprehensive income, cash flows, and notes for fiscal years 2010 through 2012 were previously filed on February 22, 2013, with the Form 10-K for the fiscal year ended December 31, 2012.
The exhibit index covers Humana's debt and governing documents, including its Delaware certificate of incorporation, by-laws, and a series of indentures and supplemental indentures with The Bank of New York trustees, including the Fifth and Sixth Supplemental Indentures dated December 10, 2012. It also lists a five-year credit agreement dated November 22, 2011, and Medicare-related contracts with the Centers for Medicare & Medicaid Services (CMS), including coordinated care plan and private fee-for-service agreements. A March 3, 2011 agreement between the U.S. Department of Defense and Humana Military Healthcare Services, Inc., a wholly owned subsidiary, is listed, with confidential portions omitted under a request for confidential treatment.
A large share of the exhibits are compensatory plans and management contracts, including stock incentive plans, option and restricted stock agreements, deferred compensation plans, severance and change-of-control arrangements, and employment agreements with executives such as Michael B. McCallister and Bruce D.
Broussard. Certifications under Rules 13a-14(a) and 15d-14(a) for the CEO and CFO (Exhibits 31.1 and 31.2) are submitted electronically with this report.
02—Key points
Key Highlights
- Financial statements are submitted as Item 8 of Part II, and Schedules I (Parent Company Financial Information) and II (Valuation and Qualifying Accounts) are included.
- XBRL exhibits for the consolidated financial statements covering fiscal years 2010 through 2012 were previously filed on February 22, 2013, with the Form 10-K for fiscal 2012.
- Debt documentation includes the 2003 and 2006 indentures with The Bank of New York trustees, plus the Fifth and Sixth Supplemental Indentures dated December 10, 2012, with The Bank of New York Mellon Trust Company, N.A.
- A five-year credit agreement dated November 22, 2011, is incorporated by reference from a prior Form 8-K.
- Medicare contracts with CMS are listed, including Medicare Advantage regional coordinated care plan addenda and Medicare Prescription Drug Plan explanatory notes.
- The U.S. Department of Defense agreement with Humana Military Healthcare Services, Inc., dated March 3, 2011, is filed with confidential portions omitted under a confidential treatment request.
- Executive compensation exhibits include stock incentive plans, the 2011 Stock Incentive Plan, executive employment agreements with Bruce D. Broussard and Michael B. McCallister, and an amended Deferred Compensation Plan for Non-Employee Directors (as amended October 18, 2012).
03—One dollar
04—Financials
Financial Highlights
Figures from 10-K/AFY2012filed April 12, 2013Financial Statements
FY2012 against FY2011
| Line item | FY2012FY2011 | Change |
|---|---|---|
| Revenue | $39.13B$36.83B | +6.2% |
| SG&A Expenses | $5.83B$5.39B | +8.1% |
| Operating Income | $2.02B$2.34B | −14.0% |
| Interest Expense | $105.00M$109.00M | −3.7% |
| Net Income | $1.22B$1.42B | −13.9% |
| EPS (Basic) | $7.56$8.58 | −11.9% |
| EPS (Diluted) | $7.47$8.46 | −11.7% |
| Shares Outstanding (Basic) | 161.48M165.41M | −2.4% |
| Shares Outstanding (Diluted) | 163.46M167.83M | −2.6% |
05—Questions
Frequently Asked Questions
Where are Humana's full financial statements presented in this filing?
The filing states that the response to Item 15's financial statement requirement is submitted as Item 8 of Part II of this report, and it includes Schedule I (Parent Company Financial Information) and Schedule II (Valuation and Qualifying Accounts).
Which debt and credit agreements does Humana reference?
The exhibit list references several indentures with The Bank of New York and The Bank of New York Mellon Trust Company, N.A., as trustee, including the Fifth and Sixth Supplemental Indentures dated December 10, 2012, and a five-year credit agreement dated November 22, 2011. The filing states that long-term indebtedness is described in Note 11 to the Consolidated Financial Statements.
Were Humana's XBRL financial data files filed with this document?
No. The filing states that the XBRL exhibits (Exhibit 101) covering the consolidated balance sheets, income statements, comprehensive income, cash flows, and notes for 2010 through 2012 were previously filed on February 22, 2013, with the Form 10-K for the fiscal year ended December 31, 2012.
What compensation-related exhibits are included?
The filing lists numerous compensatory plans and management contracts marked with an asterisk, including the 2011 and Amended and Restated 2003 Stock Incentive Plans, stock option and restricted stock agreements, deferred compensation plans, severance policy, change-of-control agreements, and employment agreements with Michael B. McCallister and Bruce D. Broussard.
06—Continue