Humana 2015 Annual Report Download - page 11

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Forward-Looking Statements
Some of the statements under “Business,” “Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” and elsewhere in this report may contain forward-looking statements which reflect our current
views with respect to future events and financial performance. These forward-looking statements are made within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, or the
Exchange Act. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-
looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement
for purposes of complying with these safe harbor provisions. We have based these forward-looking statements on our
current expectations and projections about future events, trends and uncertainties. These forward-looking statements
are not guarantees of future performance and are subject to risks, uncertainties and assumptions, including the
information discussed under the section entitled “Risk Factors” in this report. In making these statements, we are not
undertaking to address or update them in future filings or communications regarding our business or results. Our
business is highly complicated, regulated and competitive with many different factors affecting results.
PART I
ITEM 1. BUSINESS
General
Headquartered in Louisville, Kentucky, Humana Inc. and its subsidiaries, referred to throughout this document as
“we,” “us,” “our,” the “Company” or “Humana,” is a leading health and well-being company focused on making it
easy for people to achieve their best health with clinical excellence through coordinated care. Our strategy integrates
care delivery, the member experience, and clinical and consumer insights to encourage engagement, behavior change,
proactive clinical outreach and wellness for the millions of people we serve across the country. As of December 31,
2015, we had approximately 14.2 million members in our medical benefit plans, as well as approximately 7.2 million
members in our specialty products. During 2015, 73% of our total premiums and services revenue were derived from
contracts with the federal government, including 14% derived from our individual Medicare Advantage contracts in
Florida with the Centers for Medicare and Medicaid Services, or CMS, under which we provide health insurance
coverage to approximately 587,400 members as of December 31, 2015.
Humana Inc. was organized as a Delaware corporation in 1964. Our principal executive offices are located at 500
West Main Street, Louisville, Kentucky 40202, the telephone number at that address is [phone], and our website
address is www.humana.com. We have made available free of charge through the Investor Relations section of our web
site our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements,
and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act, as
soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange
Commission.
This Annual Report on Form 10-K, or 2015 Form 10-K, contains both historical and forward-looking information.
See Item 1A. – Risk Factors in this 2015 Form 10-K for a description of a number of factors that may adversely affect
our results or business.
Aetna Merger
On July 2, 2015, we entered into an Agreement and Plan of Merger, which we refer to in this report as the Merger
Agreement, with Aetna Inc. and certain wholly owned subsidiaries of Aetna Inc., which we refer to collectively as
Aetna, which sets forth the terms and conditions under which we will merge with, and become a wholly owned subsidiary
of Aetna, a transaction we refer to in this report as the Merger. Under the terms of the Merger Agreement, at the closing
of the Merger, each outstanding share of our common stock will be converted into the right to receive (i) 0.8375 of a
share of Aetna common stock and (ii) $125 in cash. The total transaction was estimated at approximately $37 billion
including the assumption of Humana debt, based on the closing price of Aetna common shares on July 2, 2015. The
Merger Agreement includes customary restrictions on the conduct of our business prior to the completion of the Merger,