HUM 10-K Annual Report Dec. 31, 2019 | Alphaminr
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HUM 10-K Fiscal year ended Dec. 31, 2019

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HUMANA INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

(b) Humana Inc. Amended and Restated By-Laws of Humana Inc., effective as of December 14, 2017 (incorporated herein by reference to Exhibit 3(b) to Humana Inc.s Current Report on Form 8-K filed on December 14, 2017). 4(a) Indenture, dates as of August 5, 2003, by and between Humana Inc. and The Bank of New York, as trustee (incorporated herein by reference to Exhibit 4.1 to Humana Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, File No. 001-05975). (b) Fourth Supplemental Indenture, dated as of June 5, 2008, by and between Humana Inc. and The Bank of New York Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit4.3 to Humana Inc.s Current Report on Form 8-K filed on June 5, 2008). (e) Fifth Supplemental Indenture, dated as of December 10, 2012, by and between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.1 to Humana Inc.s Current Report on Form 8-K filed on December 10, 2012). (f) Sixth Supplemental Indenture, dated as of December 10, 2012, by and between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.3 to Humana Inc.s Current Report on Form 8-K filed on December 10, 2012). (g) Eighth Supplemental Indenture, dated as of September 19, 2014, by and between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to Humana Inc.s Current Report on Form 8-K filed on September 19, 2014). (h) Ninth Supplemental Indenture, dated as of September 19, 2014, by and between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.6 to Humana Inc.s Current Report on Form 8-K filed on September 19, 2014). (i) Tenth Supplemental Indenture, dated March 16, 2017, between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Humana Inc.s Current Report on Form 8-K filed on March 16, 2017). (j) Eleventh Supplemental Indenture, dated March 16, 2017, between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to Humana Inc.s Current Report on Form 8-K filed on March 16, 2017). (k) Twelfth Supplemental Indenture, dated December 21, 2017, between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Humana Inc.s Current Report on Form 8-K filed on December 21, 2017). (l) Thirteenth Supplemental Indenture, dated December 21, 2017, between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to Humana Inc.s Current Report on Form 8-K filed on December 21, 2017). (m) Fourteenth Supplemental Indenture, dated August 15, 2019, between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Humana Inc.s Current Report on Form 8-K filed on August 15, 2019). (n) Fifteenth Supplemental Indenture, dated August 15, 2019, between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to Humana Inc.s Current Report on Form 8-K filed on August 15, 2019). (o) Description of Securities. 10(a)* Form of Companys Restricted Stock Unit Agreement and Agreement not to Compete or Solicit under the 2011 Stock Incentive Plan (with retirement provisions) (incorporated herein by reference to Exhibit 10(a) to Humana Inc.s Annual Report on Form 10-K for the fiscal year ended December 31, 2015). (b)* Form of Companys Restricted Stock Unit Agreement and Agreement not to Compete or Solicit under the 2011 Stock Incentive Plan (without retirement provisions) (incorporated herein by reference to Exhibit 10(b) to Humana Inc.s Annual Report on Form 10-K for the fiscal year ended December 31, 2015). (c)* Humana Inc. Executive Incentive Compensation Plan, as amended and restated January 1, 2020 (incorporated herein by reference to Exhibit 10.1 to Humana Inc.s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019. (e)* The Humana Inc. Deferred Compensation Plan for Non-Employee Directors (as amended on October 18, 2012) (incorporated herein by reference to Exhibit 10(m) to Humana Inc.s Annual Report on Form 10-K for the fiscal year ended December 31, 2012). (f)* Humana Inc. Executive Severance Policy, effective as of March 1, 2019 (incorporated herein by reference to Exhibit 10(f) to Humana Inc.s Annual Report on Form 10-K filed on February 21, 2019). (g)* Humana Inc. Deferred Compensation Plan (incorporated herein by reference to Exhibit 4.1 to the Companys Registration Statement on Form S-8 (Reg. No. 333-171616), filed on January 7, 2011). (h)* Humana Retirement Equalization Plan, as amended and restated as of January 1, 2011 (incorporated herein by reference to Exhibit 10(p) to Humana Inc.s Annual Report on Form 10-K filed on February 18, 2011). (j)* Executive Long-Term Disability Program (incorporated herein by reference to Exhibit 10(a) to Humana Inc.s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004). (l)* Form of Companys Restricted Stock Unit Agreement and Agreement not to Solicit under the 2011 Stock Incentive Plan (with retirement provisions) (incorporated herein by reference to Exhibit 10(o) to Humana Inc.s Annual Report on Form 10-K for the fiscal year ended December 31, 2015). (m)* Summary of the Companys Financial Planning Program for our executive officers (incorporated herein by reference to Exhibit 10(v) to Humanas Inc.s Annual Report on Form 10-K filed on February 22, 2013. (n)* Form of Companys Restricted Stock Unit Agreement and Agreement not to Solicit under the 2011 Stock Incentive Plan (without retirement provisions) (incorporated herein by reference to Exhibit 10(q) to Humana Inc.s Annual Report on Form 10-K for the fiscal year ended December 31, 2015). (o) Five-Year $2 Billion Amended and Restated Credit Agreement , dated as of May 22, 2017, among Humana Inc., and JPMorgan Chase Bank, N.A. as Agent and as CAF Loan Agent, Bank of America, N.A. as Syndication Agent, Citibank, N.A., PNC Bank, National Association, U.S. Bank National Association, and Wells Fargo Bank, National Association, as Documentation Agents, and J.P. Morgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets, Inc., PNC Capital Markets LLC, U.S. Bank National Association, and Wells Fargo Securities, LLC, as Joint-Lead Arrangers and Joint Bookrunners (incorporated herein by reference to Exhibit 10 to Humana Inc.s Current Report on Form 8-K filed on May 22, 2017). (p) Form of CMS Coordinated Care Plan Agreement (incorporated herein by reference to Exhibit 10.1 to Humana Inc.s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, File No. 001-05975). (q) Form of CMS Private Fee for Service Agreement (incorporated herein by reference to Exhibit 10.2 to Humana Inc.s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, File No. 001-05975). (r) Addendum to Agreement Providing for the Operation of a Medicare Voluntary Prescription Drug Plan (incorporated herein by reference to Exhibit 10.3 to Humana Inc.s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, File No. 001-05975). (s) Addendum to Agreement Providing for the Operation of an Employer/Union-only Group Medicare Advantage Prescription Drug Plan (incorporated herein by reference to Exhibit 10.4 to Humana Inc.s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, File No. 001-05975). (t) Addendum to Agreement Providing for the Operation of an Employer/Union-only Group Medicare Advantage-Only Plan (incorporated herein by reference to Exhibit 10.5 to Humana Inc.s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, File No. 001-05975). (u) Addendum to Agreement Providing for the Operation of a Medicare Advantage Regional Coordinated Care Plan (incorporated herein by reference to Exhibit 10.6 to Humana Inc.s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, File No. 001-05975). (v) Explanatory Note regarding Medicare Prescription Drug Plan Contracts between Humana and CMS (incorporated herein by reference to Exhibit 10(nn) to Humana Inc.s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, File No. 001-05975). (w)* Humana Inc. 2011 Stock Incentive Plan (incorporated herein by reference to Appendix A to Humana Inc.s Proxy Statement with respect to the Annual Meeting of Stockholders held on April 21, 2011). (x)* Amended and Restated Employment Agreement, dated as of February 27, 2014, by and between Humana Inc. and Bruce D. Broussard (incorporated herein by reference to Exhibit 10.1 to Humana Inc.s current report on Form 8-K filed on February 28, 2014). (y)* Amendment to the Amended and Restated Employment Agreement between Humana Inc. and Bruce D. Broussard, dated July 2, 2015 (incorporated herein by reference to Exhibit 10.1 to Humana Inc.s current report on Form 8-K filed on July 9, 2015). (z)* Amendment No. 2, dated as of August 16, 2018, to the Amended and Restated Employment Agreement between Humana Inc. and Bruce D. Broussard, dated as of February 27, 2014 (incorporated herein by reference to Exhibit 10.1 to Humana Inc.s Current Report on Form 8-K, filed on August 20, 2018). (aa)* Humana Inc. Change in Control Policy, effective March 1, 2019 (incorporated herein by reference to Exhibit 10(aa) to Humana Inc.s Annual Report on Form 10-K filed on February 21, 2019). (bb) Form of Commercial Paper Dealer Agreement between Humana Inc., as Issuer, and the Dealer party thereto (incorporated herein by reference to Exhibit 10.1 to Humana Inc.s current report on Form 8-K filed on October 7, 2014). (cc) Form of Company's Stock Option Agreement under the 2011 Stock Incentive Plan (Incentive Stock Options) (incorporated herein by reference to Exhibit 10(jj) to Humana Inc.s Annual Report on Form 10-K for the fiscal year ended December 31, 2015). (dd)* Form of Company's Stock Option Agreement under the 2011 Stock Incentive Plan (Non-Qualified Stock Options with Non-Compete/Non-Solicit) (incorporated herein by reference to Exhibit 10(kk) to Humana Inc.s Annual Report on Form 10-K for the fiscal year ended December 31, 2015). (ee)* Form of Company's Restricted Stock Unit Agreement with Performance Vesting and Agreementnot to Compete or Solicit under the 2011 Stock Incentive Plan (incorporated herein by reference to Exhibit 10(nn) to Humana Inc.s Annual Report on Form 10-K filed on February 16, 2018). (ff)* Form of Companys Restricted Stock Unit Agreement and Agreement not to Compete or Solicit under the 2011 Stock Incentive Plan (with retirement provisions) (incorporated herein by reference to Exhibit 10(ff) to Humana Inc.s Annual Report on Form 10-K filed on February 21, 2019). (gg)* Form of Company's Restricted Stock Unit Agreement with Performance Vesting and Agreement not to Compete or Solicit under the 2011 Stock Incentive Plan (incorporated herein by reference to Exhibit 10(gg) to Humana Inc.s Annual Report on Form 10-K filed on February 21, 2019). (hh)* Form of Companys Incentive Stock Option Agreement and Agreement not to Compete or Solicit under the 2011 Stock Incentive Plan (incorporated herein by reference to Exhibit 10(hh) to Humana Inc.s Annual Report on Form 10-K filed on February 21, 2019). (ii)* Form of Companys Stock Option Agreement and Agreement not to Compete or Solicit under the 2011 Stock Incentive Plan (Non-Qualified Stock Options) (incorporated herein by reference to Exhibit 10(ii) to Humana Inc.s Annual Report on Form 10-K filed on February 21, 2019). (jj)* Humana Inc. Compensation Recoupment Policy, effective February 21, 2019 (incorporated herein by reference to Exhibit 10(jj) to Humana Inc.s Annual Report on Form 10-K filed on February 21, 2019). (kk)* Amended and Restated Humana Inc. Stock Incentive Plan (incorporated herein by reference to Appendix A to Humana Inc.s Proxy Statement with respect to the Annual Meeting of Stockholders held on April 18, 2019). (ll)* Form of Companys Restricted Stock Unit Agreement and Agreement not to Compete or Solicit under the Amended and Restated Humana Inc. Stock Incentive Plan (with retirement provisions) (incorporated herein by reference to Exhibit 10.2 to Humana Inc.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019). (mm)* Form of Companys Restricted Stock Unit Agreement and Agreement not to Compete or Solicit under the Amended and Restated Humana Inc. Stock Incentive Plan (without retirement provisions) (incorporated herein by reference to Exhibit 10.3 to Humana Inc.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019). (nn)* Form of Companys Restricted Stock Unit Agreement with Performance Vesting and Agreement not to Compete or Solicit under the Amended and Restated Humana Inc. Stock Incentive Plan (incorporated herein by reference to Exhibit 10.4 to Humana Inc.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019). (oo)* Form of Companys Incentive Stock Option Agreement and Agreement not to Compete or Solicit under the Amended and Restated Humana Inc. Stock Incentive Plan (incorporated herein by reference to Exhibit 10.5 to Humana Inc.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019). (pp)* Form of Companys Stock Option Agreement and Agreement not to Compete or Solicit under the Amended and Restated Humana Inc. Stock Incentive Plan (Non-Qualified Stock Options) (incorporated herein by reference to Exhibit 10.6 to Humana Inc.s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019). 14 Code of Conduct for Chief Executive Officer & Senior Financial Officers (incorporated herein by reference to Exhibit 14 to Humana Inc.s Annual Report on Form 10-K for the fiscal year ended December 31, 2003). 21 List of subsidiaries. 23 Consent of PricewaterhouseCoopers LLP. 31.1 CEO certification pursuant to Rule 13a-14(a)/15d-14(a). 31.2 CFO certification pursuant to Rule 13a-14(a)/15d-14(a). 32 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.