01—Abstract
Summary
Summary of the 10-K/A filed January 30, 2014. Cited figures are marked; the original filing is the authoritative source.
This filing is Humana Inc.'s Part IV, Item 15 section of its Annual Report on Form 10-K, which lists the financial statements, schedules, and exhibits included with or incorporated by reference into the report.
It states that the financial statements are submitted as Item 8 of Part II, and that Schedule I (Parent Company Financial Information) and Schedule II (Valuation and Qualifying Accounts) are included, with all other schedules omitted as not applicable. The document itself contains no operating results, revenue, earnings, or balance sheet figures. The exhibit index is the most substantive content for investors.
It covers Humana's charter and by-laws, multiple indentures and supplemental indentures governing its debt (including the December 10, 2012 Fifth and Sixth Supplemental Indentures with The Bank of New York Mellon Trust Company, N.A.), and a Five-Year Credit Agreement dated November 22, 2011. It also lists a large set of executive compensation and stock incentive plans, change-of-control and employment agreements with executives including Michael B. McCallister and Bruce D.
Broussard, and Medicare Advantage and Medicare Prescription Drug Plan agreements and addenda with CMS. The filing states that there are no instruments defining holders' rights for long-term debt exceeding 10 percent of total assets, and that other long-term indebtedness is described in Note 11 to the consolidated financial statements.
Several exhibits are marked as previously filed, including the Computation of ratio of earnings to fixed charges, the List of subsidiaries, and the PricewaterhouseCoopers LLP consent, which the filing says were filed February 22, 2013 with the Form 10-K for fiscal 2012. The filing states that the CEO and CFO certifications (Exhibits 31.1 and 31.2) and a restricted stock unit agreement (Exhibit 10(t)) are submitted electronically with this report, and that confidential portions of Exhibit 10(mm), the Department of Defense agreement with Humana Military Healthcare Services, Inc., have been omitted under a confidential treatment request.
02—Key points
Key Highlights
- Financial statements are incorporated by reference to Item 8 of Part II; this section lists Schedule I (Parent Company Financial Information) and Schedule II (Valuation and Qualifying Accounts).
- The debt framework includes multiple indentures with The Bank of New York Trust Company, N.A. and The Bank of New York Mellon Trust Company, N.A. as trustee, plus a Five-Year Credit Agreement dated November 22, 2011.
- The filing states no single debt instrument exceeds 10 percent of consolidated total assets, with other long-term indebtedness described in Note 11.
- Executive compensation exhibits include an amended and restated Employment Agreement with Bruce D. Broussard (November 2, 2011) and an Employment Agreement with Bruce D. Broussard (November 2, 2012), plus a letter agreement with Michael B. McCallister dated October 31, 2012.
- Medicare business agreements with CMS are listed, including Medicare Prescription Drug Plan addenda and Medicare Advantage addenda, and a Department of Defense agreement with Humana Military Healthcare Services, Inc. dated March 3, 2011.
- Exhibits 31.1 and 31.2 (CEO and CFO certifications) and Exhibit 10(t) are submitted electronically with this report; several other exhibits are incorporated by reference or were previously filed on February 22, 2013.
- XBRL financial data for the 2012 fiscal year was attached as Exhibit 101 to the Form 10-K previously filed on February 22, 2013.
03—Questions
Frequently Asked Questions
Where are Humana's financial statements presented in this filing?
The filing states that the response to Item 15 on financial statements is submitted as Item 8 of Part II of this report. Only Schedule I (Parent Company Financial Information) and Schedule II (Valuation and Qualifying Accounts) are listed as included here, with all other schedules omitted as not applicable.
What debt agreements does Humana have in place according to the exhibit index?
The exhibit index lists indentures dated August 5, 2003, May 31, 2006, June 5, 2008, March 30, 2006, and December 10, 2012, all with a Bank of New York trustee entity, along with a Five-Year Credit Agreement dated November 22, 2011. The filing states that no single instrument defining long-term debt rights exceeds 10 percent of total assets, and that other long-term indebtedness is described in Note 11.
Which executive employment and compensation arrangements are disclosed?
The exhibits include an Amended and Restated Employment Agreement with Bruce D. Broussard dated November 2, 2011, an Employment Agreement with Bruce D. Broussard dated November 2, 2012, a Letter Agreement with Michael B. McCallister dated October 31, 2012, an Employment Agreement with Michael B. McCallister dated May 16, 2008, and a Voluntary Release and Mutual Separation Agreement with V. Rajamannar Madabhushi dated February 29, 2012. Multiple stock incentive plans and related forms of award agreements are also listed.
Which exhibits were submitted with this report rather than incorporated by reference?
The filing marks Exhibits 31.1 (CEO certification), 31.2 (CFO certification), and 10(t) (Form of Restricted Stock Unit Agreement with Time/Performance Vesting under the 2011 Stock Incentive Plan) as submitted electronically with this report. Exhibits 10(v) and 10(m) are marked as having been previously filed on February 22, 2013, with the 2012 Form 10-K, and the ratio of earnings to fixed charges, list of subsidiaries, and PricewaterhouseCoopers consent carry the same note.
Are there confidentiality limits on any exhibits?
Yes. The filing states that under Rule 24b-2 of the Securities Exchange Act of 1934, confidential portions of Exhibit 10(mm), the agreement between the United States Department of Defense and Humana Military Healthcare Services, Inc., dated March 3, 2011, have been omitted and filed separately with the SEC under a request for confidential treatment.
04—Continue