Humana 2015 Annual Report Download - page 47
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39
Issuer Purchases of Equity Securities
The following table provides information about purchases by us during the three months ended December 31,
2015 of equity securities that are registered by us pursuant to Section 12 of the Exchange Act:
Period
Total Number
of Shares
Purchased (1)
Average
Price Paid
per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (1)(2)
Dollar Value of
Shares that May
Yet Be Purchased
Under the Plans
or Programs (1)
October 2015 — $ — — $ —
November 2015 — — — —
December 2015 — — — —
Total — $ — —
(1) In September 2014, the Board of Directors replaced a previous share repurchase authorization of up to $1 billion
with a current authorization for repurchases of up to $2 billion of our common shares exclusive of shares
repurchased in connection with employee stock plans, expiring on December 31, 2016. 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.
(2) Excludes 0.3 million shares repurchased in connection with employee stock plans.
The Merger Agreement includes customary restrictions on the conduct of our business prior to the completion of
the Merger, generally requiring us to conduct our business in the ordinary course and subjecting us to a variety of
customary specified limitations absent Aetna’s prior written consent, including, for example, limitations on dividends
(we agreed that our quarterly dividend will not exceed $0.29 per share) and repurchases of our securities (we agreed
to suspend our share repurchase program), restrictions on our ability to enter into material contracts, and negotiated
thresholds for capital expenditures, capital contributions, acquisitions and divestitures of businesses.