Humana 2015 Annual Report Download - page 129

Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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open market, by block purchases, through plans designed to comply with Rule 10b5-1 under the Securities Exchange
Act of 1934, as amended, or in privately-negotiated transactions (including pursuant to accelerated share repurchase
agreements with investment banks), subject to certain regulatory restrictions on volume, pricing, and timing. Pursuant
to the Merger Agreement, after July 2, 2015, we are prohibited from repurchasing any of our outstanding securities
without the prior written consent of Aetna, other than repurchases of shares of our common stock in connection with
the exercise of outstanding stock options or the vesting or settlement of outstanding restricted stock awards. Accordingly,
as announced on July 3, 2015, we have suspended our share repurchase program. Our remaining repurchase authorization
was $1.04 billion as of July 3, 2015.
Excluding shares acquired in connection with employee stock plans as well as 0.36 million shares received in
March 2015 upon final settlement of our accelerated share repurchase agreement, or ASR Agreement, described below
for which no cash was paid during the period, share repurchases were as follows during the years ended December 31,
2015, 2014 and 2013:
Year Ended December 31,
2015 2014 2013
Authorization Date Purchase Not
to Exceed Shares Cost Shares Cost Shares Cost
(in millions)
September 2014 $ 2,000 1.85 $ 329 4.10 $ 635 (a) —$—
April 2014 1,000 — — 1.50 184 — —
April 2013 1,000 — — 0.10 11 4.55 420
April 2012 1,000 — — — — 1.22 82
Total repurchases 1.85 $ 329 5.70 $ 830 5.77 $ 502
(a) Includes $100 million held back by Goldman Sachs pending final settlement of the ASR
Agreement in March 2015 at which time we received an additional 0.36 million shares which
are excluded from the table above.
On November 7, 2014, we announced that we had entered into an accelerated share repurchase agreement, or ASR
Agreement, with Goldman, Sachs & Co., or Goldman Sachs, to repurchase $500 million of our common stock as part
of the $2 billion share repurchase program authorized in September 2014. Under the ASR Agreement, on November 10,
2014, we made a payment of $500 million to Goldman Sachs from available cash on hand and received an initial
delivery of 3.06 million shares of our common stock from Goldman Sachs based on the then current market price of
Humana common stock. The payment to Goldman Sachs was recorded as a reduction to stockholders’ equity, consisting
of a $400 million increase in treasury stock, which reflected the value of the initial 3.06 million shares received upon
initial settlement, and a $100 million decrease in capital in excess of par value, which reflected the value of stock held
back by Goldman Sachs pending final settlement of the ASR Agreement. Upon settlement of the ASR on March 13,
2015, we received an additional 0.36 million shares as determined by the average daily volume weighted-average share
price of our common stock during the term of the ASR Agreement of $146.21, bringing the total shares received under
this program to 3.42 million. In addition, upon settlement we reclassified the $100 million value of stock initially held
back by Goldman Sachs from capital in excess of par value to treasury stock.
In connection with employee stock plans, we acquired 0.3 million common shares for $56 million in 2015, 0.4
million common shares for $42 million in 2014, and 0.3 million common shares for $29 million in 2013.