As filed with the Securities and Exchange Commission on March 31, 2006
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HUMANA INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware 6324 61-0647538
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
500 WEST MAIN STREET
LOUISVILLE, KENTUCKY 40202
(502) 580-1000
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
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ARTHUR P. HIPWELL
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
HUMANA INC.
500 WEST MAIN STREET
LOUISVILLE, KENTUCKY 40202
(502) 580-1000
(NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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COPIES TO:
JEFFREY BAGNER MICHAEL D. NATHAN
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP SIMPSON THACHER & BARTLETT LLP
ONE NEW YORK PLAZA 425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10004 NEW YORK, NEW YORK 10017
(212) 859-8000 (212) 455-2000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement. If the
only securities being registered on this form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following
box. [X]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the
Securities Act, check the following box. [X]
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b)
under the Securities Act, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
========================== ================= ========================== =========================== =====================
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE REGISTERED (1) OFFERING PRICE PER UNIT AGGREGATE OFFERING PRICE AMOUNT OF
REGISTERED (2) (1) (2) (1) (2) REGISTRATION FEE (3)
-------------------------- ----------------- -------------------------- --------------------------- ---------------------
Debt Securities (4) - - - $0
-------------------------- ----------------- -------------------------- --------------------------- ---------------------
Preferred Stock (4) - - - $0
-------------------------- ----------------- -------------------------- --------------------------- ---------------------
Depositary Shares (4) (5) - - - $0
-------------------------- ----------------- -------------------------- --------------------------- ---------------------
Common Stock, par value - - - $0
$.16-2/3 per share (4)
-------------------------- ----------------- -------------------------- --------------------------- ---------------------
Securities Warrants (4) - - - $0
-------------------------- ----------------- -------------------------- --------------------------- ---------------------
Total - - - $0
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(1) We will determine the proposed maximum offering price per unit from
time to time in connection with issuances of securities registered
under this registration statement.
(2) Not applicable pursuant to General Instruction II.D of Form S-3 under
the Securities Act of 1933.
(3) In accordance with Rules 456(b) and 457(r) under the Securities Act,
we are deferring payment of all the registration fee and will pay the
registration fee subsequently in advance or on a "pay-as-you-go
basis", except for $27,600 that has already been paid with respect to
$300 million aggregate initial offering price of securities that were
previously registered pursuant to Registration Statement No.
333-100419 of Humana Inc., and were not sold thereunder. Pursuant to
Rule 457(p) of the Securities Act, this unutilized registration fee
may be applied to the registration fee payable pursuant to the
registration statement.
(4) An indeterminate aggregate initial offering price or number of the
securities of each identified class is being registered as may from
time to time be offered at indeterminate prices. Separate
consideration may or may not be received for securities that are
issuable on exercise, conversion or exchange of other securities or
that are issued in units or represented by depositary shares. Includes
an indeterminate amount of our securities as may be issued upon
conversion of or exchange for, as the case may be, any other
securities registered under this registration statement.
(5) Each depositary share registered hereunder will be issued under a
deposit agreement and will represent an interest in a fractional share
or multiple shares of preferred stock and will be evidenced by a
depositary receipt.
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Prospectus
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[OBJECT OMITTED]][HUMANA LOGO]
GUIDANCE WHEN YOU NEED IT MOST
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
DEPOSITARY SHARES
SECURITIES WARRANTS
We may offer and sell, from time to time, in one or more offerings,
any combination of the securities we describe in this prospectus.
We will provide the specific terms of these securities in supplements
to this prospectus. This prospectus may not be used to sell securities
unless accompanied by a prospectus supplement. We urge you to read
carefully this prospectus, any accompanying prospectus supplement, and any
documents we incorporate by reference before you make your investment
decision.
Our common stock is quoted on the New York Stock Exchange under the
symbol "HUM." If we decide to list or seek a quotation for any other
securities, the prospectus supplement relating to those securities will
disclose the exchange or market on which those securities will be listed or
quoted.
INVESTING IN OUR SECURITIES INVOLVES RISKS. YOU SHOULD CONSIDER THE
RISK FACTORS DESCRIBED IN ANY ACCOMPANYING PROSPECTUS SUPPLEMENT OR ANY
DOCUMENTS WE INCORPORATE BY REFERENCE.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this prospectus is March 31, 2006.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS.........................................................ii
FORWARD-LOOKING STATEMENTS...................................................iii
WHERE YOU CAN FIND ADDITIONAL INFORMATION......................................v
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................vi
OUR COMPANY....................................................................1
USE OF PROCEEDS................................................................2
DESCRIPTION OF THE SECURITIES WE MAY ISSUE.....................................3
DESCRIPTION OF THE DEBT SECURITIES.............................................7
DESCRIPTION OF THE PREFERRED STOCK AND THE DEPOSITARY SHARES
REPRESENTING FRACTIONAL SHARES OF PREFERRED STOCK...........................10
DESCRIPTION OF THE COMMON STOCK...............................................12
DESCRIPTION OF THE SECURITIES WARRANTS........................................13
PLAN OF DISTRIBUTION..........................................................14
LEGAL MATTERS.................................................................16
EXPERTS.......................................................................17
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission, which we refer to as the SEC, using
the SEC's "shelf" registration rules. Under the shelf registration rules,
using this prospectus, together with any prospectus supplement, we may sell
from time to time, in one or more offerings, any of the securities
described in this prospectus.
In this prospectus "we," "us," and "our" refer to Humana Inc., a
Delaware corporation, and its consolidated subsidiaries, unless the context
otherwise requires.
This prospectus provides you with a general description of the
securities we may sell. Each time we sell securities under this prospectus,
we may provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may
also add, update or change information contained in this prospectus. You
should read this prospectus, the applicable prospectus supplement and the
additional information described below under "Where You Can Find Additional
Information" before making an investment decision. You should rely only on
the information contained or incorporated by reference in this prospectus
and any prospectus supplement. We have not authorized any other person to
provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. We are
not making an offer to sell these securities in any jurisdiction where the
offer or sale is not permitted.
You should not assume that the information in this prospectus, any
accompanying prospectus supplement or any documents we incorporate by
reference is accurate as of any date other than the date on the front of
those documents. Our business, financial condition, results of operations
and prospects may have changed since that date.
FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus supplement and any documents we
incorporate by reference may include both historical and forward-looking
statements. The 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. We intend these 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 set forth under "Risk Factors" in documents
incorporated by reference in this prospectus and any applicable prospectus
supplement.
Some of the risks which may be relevant to us could include:
o if the premiums we charge are insufficient to cover the cost of
health care services delivered to our members, or if our
estimates of medical claim reserves based upon our estimates of
future medical claims are inadequate, our profitability could
decline;
o if we do not design and price our products properly and
competitively, our membership and profitability could decline;
o if we fail to effectively implement our operational and strategic
initiatives, our business could be materially adversely affected;
o if we fail to properly maintain the integrity of our data, to
strategically implement new information systems, or to protect
our proprietary rights to our systems, our business could be
materially adversely affected;
o we are involved in various legal actions, which, if resolved
unfavorably to us, could result in substantial monetary damages;
o as a government contractor, we are exposed to additional risks
that could adversely affect our business or our willingness to
participate in government health care programs;
o our industry is currently subject to substantial government
regulation, which, along with possible increased governmental
regulation or legislative reform, increases our costs of doing
business and could adversely affect our profitability;
o our ability to manage administrative costs could hamper
profitability;
o any failure by us to manage acquisitions, and other significant
transactions successfully could harm our financial results,
business and prospects;
o if we fail to develop and maintain satisfactory relationships
with the providers of care to our members, our business could be
adversely affected;
o if we fail to manage prescription drug programs successfully, our
financial results could suffer;
o our ability to obtain funds from our subsidiaries is restricted;
o ratings are an important factor in our competitive position; and
o increased litigation and negative publicity could increase our
cost of doing business.
We undertake no obligations to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties and
assumptions, the forward-looking events discussed in this prospectus might
not occur. There may also be other risks that we are unable to predict at
this time.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are a reporting company under the Securities Exchange Act of 1934
and file annual, quarterly and current reports, proxy statements and other
information with the SEC. The public may read and copy any materials filed
with the SEC at the SEC's Public Reference Room at 100 F Street, N.E.,
Washington, DC 20549. The public may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the
SEC maintains an Internet web site that contains reports, proxy and
information statements, and other information regarding issuers, including
us, that file electronically with the SEC. The public can obtain any
documents that we file electronically with the SEC at the SEC's Internet
web site, http://www.sec.gov, or through the New York Stock Exchange, 20
Broad Street, New York, New York 10005, on which our common stock is
listed.
We also make available free of charge on or through our Internet web
site (http://www.humana.com) our Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K, and, if applicable,
amendments to those reports filed or furnished pursuant to Section 13(a) of
the Securities Exchange Act of 1934 as soon as reasonably practicable after
we electronically file these materials with the SEC. In addition, you may
request copies of these filings at no cost through our Investor Relations
Department at: Humana Inc., 500 West Main Street, Louisville, Kentucky
40202, Attn: Investor Relations; Phone: (502) 580-1000; or at our Internet
web site.
We have filed with the SEC a registration statement on Form S-3
relating to the securities covered by this prospectus. This prospectus is a
part of the registration statement and does not contain all the information
in the registration statement. Whenever a reference is made in this
prospectus or any prospectus supplement to a contract or other document of
ours, the reference is only a summary. For a copy of the contract or other
document, you should refer to the exhibits that are a part of the
registration statement or incorporated by reference into the registration
statement by the filing of a Form 8-K or otherwise. You may review a copy
of the registration statement and the documents we incorporate by reference
at the SEC's Public Reference Room in Washington, D.C., as well as through
the SEC's Internet web site as listed above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" into this prospectus
information contained in documents that we file with it. This means that we
can disclose important information to you by referring you to those
documents. The information incorporated by reference into this prospectus
is an important part of this prospectus, and information we file later with
the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings
we will make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 prior to the termination of this offering:
o our Annual Report on Form 10-K for the fiscal year ended December
31, 2005;
o our Current Report on Form 8-K filed on March 1, 2006; and
o the description of our common stock on our Registration Statement
on Form 8-A filed on March 1, 1999.
You may request a copy of these filings at no cost, by writing or
telephoning us as follows:
500 West Main Street
Louisville, Kentucky 40202
(502) 580-1000
Attn: Investor Relations
You may also obtain a copy of these filings from our Internet web site
at www.humana.com. Please note, however, that the information on our
Internet web site, other than the documents listed above, is not intended
to be incorporated into this prospectus by reference and should not be
considered a part of this prospectus.
OUR COMPANY
Headquartered in Louisville, Kentucky, we are one of the nation's
largest publicly traded health benefits companies, based on our 2005
revenues of $14.4 billion. We offer coordinated health insurance coverage
and related services through a variety of traditional and Internet-based
plans for employer groups, government-sponsored programs and individuals.
As of December 31, 2005, we had approximately 7.1 million members in our
medical insurance programs, as well as approximately 1.9 million members in
our specialty products programs. We have approximately 559,000 contracts
with physicians, hospitals, dentists, and other providers to provide health
care to our members. During 2005, 51% of our premiums and administrative
services fees were derived from contracts with the federal government,
including 17% related to our TRICARE contracts and 20% related to our
contracts in Florida with the Centers for Medicare and Medicaid Services,
or CMS. Under our CMS contracts in Florida, we provide health insurance
coverage to approximately 295,400 members as of December 31, 2005.
We manage our business with two segments: Government and Commercial.
The Government segment consists of members enrolled in government-sponsored
plans, and includes three lines of business: Medicare Advantage, TRICARE
and Medicaid. The Commercial segment consists of members enrolled in
products marketed to employer groups and individuals, and includes three
lines of business: fully insured medical, administrative services only, or
ASO, and specialty. We identified our segments in accordance with the
aggregation provisions of Statement of Financial Accounting Standards No.
131, "Disclosures About Segments of an Enterprise and Related Information"
which is consistent with information used by our Chief Executive Officer in
managing our business. The segment information aggregates products with
similar economic characteristics. These characteristics include the nature
of customer groups and pricing, benefits and underwriting requirements.
The results of each segment are measured by income before income
taxes. We allocate all selling, general and administrative expenses,
investment and other income, interest expense, and goodwill, but no other
assets or liabilities, to our segments. Members served by our two segments
often utilize the same medical provider networks, enabling us to obtain
more favorable contract terms with providers. Our segments also share
overhead costs and assets. As a result, the profitability of each segment
is interdependent.
USE OF PROCEEDS
Unless indicated otherwise in any applicable prospectus supplement, we
expect to use the net proceeds from the sale of our securities for our
operations and for other general corporate purposes, including repayment or
refinancing of borrowings, working capital, capital expenditures,
investments, acquisitions and the repurchase of our outstanding securities.
Additional information on the use of net proceeds from the sale of
securities that we may offer from time to time by this prospectus may be
set forth in the applicable prospectus supplement relating to a particular
offering.
DESCRIPTION OF THE SECURITIES WE MAY ISSUE
OVERVIEW
This prospectus describes the securities we may issue from time to
time. The remainder of this section provides some background information
about the manner in which the securities may be held. The four sections
following this section of the prospectus describe the terms of the basic
categories of securities that we may issue pursuant to this prospectus:
o our debt securities, which may be senior or subordinated;
o our preferred stock and depositary shares representing fractional
shares of our preferred stock;
o our common stock; and
o warrants to purchase our debt securities, preferred stock,
depositary shares and common stock.
PROSPECTUS SUPPLEMENTS
This prospectus provides you with a general description of the
securities we may offer. Each time we sell securities, we may provide a
prospectus supplement that will contain specific information about the
terms of that offering. The prospectus supplement may also add to or change
information contained in this prospectus. If so, the prospectus supplement
should be read as superseding this prospectus. You should read both this
prospectus and any applicable prospectus supplement together with
additional information described under the heading "Where You Can Find
Additional Information."
Any applicable prospectus supplement to be attached to the front of
this prospectus will describe the terms of any securities that we offer, as
well as the other specific terms related to that offering. For more details
on the terms of the securities, you should read the exhibits filed with our
registration statement, of which this prospectus is a part, including any
future filings we will make with the SEC that are incorporated by reference
into the registration statement by filing a Form 8-K or otherwise.
LEGAL OWNERSHIP OF SECURITIES
HOLDERS OF SECURITIES
BOOK-ENTRY HOLDERS. We will issue debt securities under this
prospectus in book-entry form only, unless we specify otherwise in the
applicable prospectus supplement. We may, but are not obligated to, issue
shares of common stock, shares of preferred stock and securities warrants
under this prospectus in book-entry form. If securities are issued in
book-entry form, this means the securities will be represented by one or
more global securities registered in the name of a financial institution
that holds them as depositary on behalf of other financial institutions
that participate in the depositary's book-entry system. These participating
institutions, in turn, hold beneficial interests in the securities on
behalf of themselves or their customers.
We will only recognize the person in whose name a security is
registered as the holder of that security. Consequently, for securities
issued in global form, we will recognize only the depositary as the holder
of the securities, and all payments on the securities will be made to the
depositary. The depositary passes along the payments it receives to its
participants, which in turn pass the payments along to their customers, who
are the beneficial owners. The depositary and its participants do so under
agreements they have made with one another or with their customers. They
are not obligated to do so under the terms of the securities.
As a result, investors of securities in book-entry form will not own
these securities directly. Instead, they will own beneficial interests in a
global security, through a bank, broker or other financial institution that
participates in the depositary's book-entry system or holds an interest
through a participant. As long as the securities are issued in global form,
investors will be indirect holders, and not holders, of the securities. For
more information about securities issued in global form, see "-- Global
Securities" below.
STREET NAME HOLDERS. Alternatively, we may initially issue securities
under this prospectus in non-global form. We may also terminate a global
security at any time after it is issued. In these cases, investors may
choose to hold their securities in their own names or in "street name."
Securities held by an investor in street name would be registered in the
name of a bank, broker or other financial institution that the investor
chooses. In that event, the investor would hold only a beneficial interest
in those securities through an account that the investor maintains at that
institution.
For securities held in street name, we will recognize only the
intermediary banks, brokers and other financial institutions in whose names
the securities are registered as the holders of those securities and all
payments on those securities will be made to them. These institutions pass
along the payments they receive to their customers who are the beneficial
owners, but only because they agree to do so in their customer agreements
or because they are legally required to do so. Investors who hold
securities in street name will be indirect holders, not holders, of those
securities.
LEGAL HOLDERS. We, and any third parties employed by us or acting on
your behalf, including trustees, depositories and transfer agents,
generally are obligated only to the legal holders of the securities. In a
number of respects, we do not have obligations to investors who hold
beneficial interests in global securities, in street name or by any other
indirect means. This will be the case whether an investor chooses to be an
indirect holder of a security or has no choice because we are issuing the
securities only in global form.
For example, once we make a payment or give a notice to the legal
holder, we have no further responsibility for the payment or notice even if
that legal holder is required, under agreements with depositary
participants or customers or by law, to pass it along to the indirect
holders but does not do so. Similarly, if we want to obtain the approval of
the holders to amend an indenture, to relieve ourselves of the consequences
of a default or of our obligation to comply with a particular provision of
the indenture or for any other purpose, we would seek the approval only
from the legal holders, and not the indirect holders, of the securities.
Whether and how the legal holders contact the indirect holders is
determined by the legal holders.
When we refer to you, we mean those who invest in the securities being
offered by this prospectus, whether they are the legal holders or only
indirect holders of those securities. When we refer to your securities, we
mean the securities in which you hold a direct or indirect interest.
SPECIAL CONSIDERATIONS FOR INDIRECT HOLDERS. If you hold securities
through a bank, broker or other financial institution, either in book-entry
form or in street name, you should check with your own institution to find
out:
o how it handles securities payments and notices;
o whether it imposes fees or charges;
o how it would handle a request for the holders' consent, if ever
required;
o whether and how you can instruct it to send you securities
registered in your own name so you can be a legal holder, if that
is permitted in the future;
o how it would exercise rights under the securities if there were a
default or other event triggering the need for holders to act to
protect their interests; and
o if the securities are in book-entry form, how the depositary's
rules and procedures will affect these matters.
GLOBAL SECURITIES
WHAT IS A GLOBAL SECURITY? A global security represents one or any
other number of individual securities. Generally, all securities
represented by the same global securities will have the same terms. We may,
however, issue a global security that represents multiple securities that
have different terms and are issued at different times. We call this kind
of global security a master global security.
Each security issued in book-entry form will be represented by a
global security that we deposit with and register in the name of a
financial institution that we select or its nominee. The financial
institution that is selected for this purpose is called the depositary.
Unless we specify otherwise in the applicable prospectus supplement, The
Depository Trust Company, New York, New York, known as DTC, will be the
depositary for all securities issued in book-entry form. Beneficial
interests in global securities will be shown on, and transfers of global
securities will be reflected through, records maintained by DTC and its
participants.
A global security may not be transferred to or registered in the name
of anyone other than the depositary or its nominee, unless special
termination situations arise or as otherwise described in the applicable
prospectus supplement. We describe those situations under "-- Special
Situations When a Global Security Will Be Terminated" below. As a result of
these arrangements, the depositary, or its nominee, will be the sole
registered owner and holder of all securities represented by a global
security, and investors will be permitted to own only beneficial interests
in a global security. Beneficial interests must be held by means of an
account with a broker, bank or other financial institution that in turn has
an account with the depositary or with another institution that does. Thus,
an investor whose security is represented by a global security will not be
a holder of the security, but only an indirect holder of a beneficial
interest in the global security.
SPECIAL CONSIDERATIONS FOR GLOBAL SECURITIES. As an indirect holder,
an investor's rights relating to a global security will be governed by the
account rules of the investor's financial institution and of the
depositary, as well as general laws relating to securities transfers. We do
not recognize this type of investor as a holder of securities and instead
will deal only with the depositary that holds the global security.
If securities are issued only in the form of a global security, an
investor should be aware of the following:
o an investor cannot cause the securities to be registered in the
name of the investor, and cannot obtain physical certificates for
the investor's interest in the securities, except in the special
situations we describe below;
o an investor will be an indirect holder and must look to the
investor's own broker, bank or other financial institution for
payments on the securities and protection of the investor's legal
rights relating to the securities, as we describe under "-- Legal
Ownership of Securities -- Holders of Securities" above;
o an investor may not be able to sell interests in the securities
to some insurance companies and to other institutions that are
required by law to own their securities in non-book-entry form;
o an investor may not be able to pledge the investor's interest in
a global security in circumstances where certificates
representing the securities must be delivered to the lender or
other beneficiary of the pledge in order for the pledge to be
effective;
o the depositary's policies, which may change from time to time,
will govern payments, transfers, exchanges and other matters
relating to an investor's interest in a global security. Neither
we nor any third parties employed by us or acting on your behalf,
including trustees and transfer agents, have any responsibility
for any aspect of the depositary's actions or for its records of
ownership interests in a global security. Neither we, the
trustee, the transfer agent nor any other third parties supervise
the depositary in any way;
o DTC requires that those who purchase and sell interests in a
global security within its book-entry system use immediately
available funds and your broker, bank or other financial
institution may require you to do so as well; and
o brokers, banks and other financial institutions that participate
in the depositary's book-entry system, and through which an
investor holds its interest in a global security, may also have
their own policies affecting payments, notices and other matters
relating to the security. There may be more than one financial
intermediary in the chain of ownership for an investor. We do not
monitor and are not responsible for the actions of any of those
intermediaries.
SPECIAL SITUATIONS WHEN A GLOBAL SECURITY WILL BE TERMINATED. In some
situations described below, a global security will be terminated and
interests in it will be exchanged for certificates in non-global form
representing the securities it represented. After that exchange, the choice
of whether to hold the securities directly or in street name will be up to
the investor. Investors must consult their own banks or brokers to find out
how to have their interests in a global security transferred on termination
to their own names so that they will be holders. We have described the
rights of holders and street name investors above under "-- Legal Ownership
of Securities -- Holders of Securities" above.
The special situations for termination of a global security are as
follows:
o if the depositary notifies us that it is unwilling, unable or no
longer qualified to continue as depositary for that global
security, and we do not appoint another institution to act as
depositary within a specified time period; or
o if we elect to terminate that global security.
A prospectus supplement may also list additional situations for
terminating a global security that would apply to that particular series of
securities covered by that prospectus supplement. If a global security is
terminated, the depositary has the sole responsibility for determining the
institutions in whose names the securities represented by the global
security will be registered and, therefore, who will be the holders of
those securities.
DESCRIPTION OF THE DEBT SECURITIES
We may issue debt securities from time to time in one or more distinct
series. The debt securities will either be senior debt securities or
subordinated debt securities. Senior debt securities will be issued under a
senior indenture and subordinated debt securities will be issued under a
subordinated indenture. Unless otherwise specified in the applicable
prospectus supplement the trustee under the indentures will be The Bank of
New York Trust Company, N.A, which is the successor to The Bank of New
York. We will include in a supplement to this prospectus the specific terms
of each series of debt securities being offered, including the terms, if
any, on which a series of debt securities may be convertible into or
exchangeable for common stock, preferred stock or other debt securities.
The statements and descriptions in this prospectus or in any prospectus
supplement regarding provisions of the indentures and debt securities are
summaries of these provisions, do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, all of the
provisions of the debt securities and the indentures (including any
amendments or supplements we may enter into from time to time which are
permitted under each indenture).
Unless otherwise specified in a prospectus supplement, the debt
securities will be direct unsecured obligations of our parent company,
Humana Inc., and will not be guaranteed by any of our subsidiaries. The
senior debt securities will rank equally with any of our other senior and
unsubordinated debt. The subordinated debt securities will be subordinate
and junior in right of payment to any senior indebtedness. There may be
subordinated debt securities that are senior or junior to other series of
subordinated debt securities.
The applicable prospectus supplement will set forth the terms of each
series of notes, including, if applicable:
o the title of the debt securities and whether the debt securities
will be senior debt securities or subordinated debt securities;
o any limit upon the aggregate principal amount of the debt
securities;
o whether the debt securities will be issued as registered
securities, bearer securities or both, and any restrictions on
the exchange of one form of debt securities for another and on
the offer, sale and delivery of the debt securities in either
form;
o the date or dates on which the principal amount of the debt
securities will mature;
o if the debt securities bear interest, the rate or rates at which
the debt securities bear interest and the date or dates from
which interest will accrue;
o if the debt securities bear interest, the dates on which interest
will be payable and the regular record dates for interest
payments;
o the place or places where the payment of principal, any premium
and interest will be made, if other than or in addition to the
Borough of Manhattan, The City of New York, where the debt
securities may be surrendered for transfer or exchange and where
notices or demands to or upon us may be served;
o any optional redemption provisions, which would allow us to
redeem the debt securities in whole or in part;
o any sinking fund or other provisions that would obligate us to
redeem, repay or purchase the debt securities;
o if the currency in which the debt securities will be issuable is
United States dollars, the denominations in which any registered
securities will be issuable, if other than denominations of
$1,000 and any integral multiple thereof, and the denominations
in which any bearer securities will be issuable, if other than
the denomination of $5,000;
o if other than the entire principal amount, the portion of the
principal amount of debt securities which will be payable upon a
declaration of acceleration of the maturity of the debt
securities;
o the inapplicability of any event of default or covenant set forth
in the indenture relating to the debt securities, or the
applicability of any other events of defaults or covenants in
addition to the events of default or covenants set forth in the
indenture relating to the debt securities;
o if a person other than The Bank of New York Trust Company, N.A.
is to act as trustee for the debt securities, the name and
location of the corporate trust office of that trustee;
o if other than United States dollars, the currency in which the
debt securities will be paid or denominated;
o if the debt securities are to be payable, at our election or the
election of a holder of the debt securities, in a currency other
than that in which the debt securities are denominated or stated
to be payable, the terms and conditions upon which that election
may be made, and the time and manner of determining the exchange
rate between the currency in which the debt securities are
denominated or stated to be payable and the currency in which the
debt securities are to be so payable;
o the designation of the original currency determination agent, if
any;
o if the debt securities are issuable as indexed securities, the
manner in which the amount of payments of principal, any premium
and interest will be determined;
o if the debt securities do not bear interest, the dates on which
we will furnish to the trustee the names and addresses of the
holders of the debt securities;
o if other than as set forth in the indenture, provisions for the
satisfaction and discharge of that indenture with respect to the
debt securities issued under that indenture;
o the date as of which any bearer securities and any global
security will be dated if other than the date of original
issuance of the first debt security of a particular series to be
issued;
o whether and under what circumstances we will pay additional
amounts to non-United States holders in respect of any tax
assessment or government charge;
o whether the debt securities will be issued in whole or in part in
the form of a global security or securities and, in that case,
any depositary and global exchange agent for the global security
or securities, whether the global form shall be permanent or
temporary and, if applicable, the exchange date;
o if debt securities are to be issuable initially in the form of a
temporary global security, the circumstances under which the
temporary global security can be exchanged for definitive debt
securities and whether the definitive debt securities will be
registered securities, bearer securities or will be in global
form and provisions relating to the payment of interest in
respect of any portion of a global security payable in respect of
an interest payment date prior to the exchange date;
o the extent and manner to which payment on or in respect of debt
securities will be subordinated to the prior payment of our other
liabilities and obligations;
o whether payment of any amount due under the debt securities will
be guaranteed by one or more guarantors, including our
subsidiaries;
o the forms of the debt securities; and
o any other terms of the debt securities, which terms shall not be
inconsistent with the requirements of the Trust Indenture Act of
1939, as amended.
This prospectus is part of a registration statement that does not
limit the aggregate principal amount of debt securities that we may issue
and provides that we may issue debt securities from time to time in one or
more series under one or more indentures, in each case with the same or
various maturities, at par or at a discount. Unless indicated in a
prospectus supplement, we may issue additional debt securities of a
particular series without the consent of the holders of the debt securities
of such series outstanding at the time of the issuance. Any such additional
debt securities, together with all other outstanding debt securities of
that series, will constitute a single series of debt securities under the
applicable indenture.
DESCRIPTION OF THE PREFERRED STOCK AND THE DEPOSITARY SHARES
REPRESENTING FRACTIONAL SHARES OF PREFERRED STOCK
This section describes the general terms and provisions of the
preferred stock we may offer by this prospectus. The applicable prospectus
supplement will describe the specific terms of the series of the preferred
stock then offered, and the terms and provisions described in this section
will apply only to the extent not superseded by the terms of the applicable
prospectus supplement.
This section is only a summary of the preferred stock that we may
offer. We urge you to read carefully our certificate of incorporation and
the certificate of designation we will file in relation to an issue of any
particular series of preferred stock before you buy any preferred stock.
Our board of directors may, without further action of the
stockholders, determine the following for each series of preferred stock,
and any applicable prospectus supplement will describe:
o the distinctive serial designation and the number of shares;
o the dividend rate or rates, whether dividends shall be cumulative
and, if so, from what date, the payment date or dates for
dividends, and any participating or other special rights with
respect to dividends;
o any voting powers of the shares;
o whether the shares will be redeemable and, if so, the price or
prices at which, and the terms and conditions on which, the
shares may be redeemed;
o the amount or amounts payable upon the shares in the event of
voluntary or involuntary liquidation, dissolution or winding up
of us prior to any payment or distribution of our assets to any
class or classes of our stock ranking junior to the preferred
stock;
o whether the shares will be entitled to the benefit of a sinking
or retirement fund and, if so entitled, the amount of the fund
and the manner of its application, including the price or prices
at which the shares may be redeemed or purchased through the
application of the fund;
o whether the shares will be convertible into, or exchangeable for,
shares of any other class or of any other series of the same or
any other class of our stock or the stock of another issuer, and
if so convertible or exchangeable, the conversion price or
prices, or the rates of exchange, and any adjustments to the
conversion price or rates of exchange at which the conversion or
exchange may be made, and any other terms and conditions of the
conversion or exchange; and
o any other preferences, privileges and powers, and relative,
participating, optional, or other special rights, and
qualifications, limitations or restrictions, as our board of
directors may deem advisable and as shall not be inconsistent
with the provisions of our certificate of incorporation.
The preferred stock, when issued, will be fully paid and
non-assessable. Unless the applicable prospectus supplement provides
otherwise, the preferred stock will have no preemptive rights to subscribe
for any additional securities which may be issued by us in the future. The
transfer agent and registrar for the preferred stock and any depositary
shares will be specified in the applicable prospectus supplement.
We may elect to offer depositary shares represented by depositary
receipts. If we so elect, each depositary share will represent a fractional
interest in a share of preferred stock with the amount of the fractional
interest to be specified in the applicable prospectus supplement. If we
issue depositary shares representing interests in shares of preferred
stock, those shares of preferred stock will be deposited with a depositary.
The shares of any series of preferred stock underlying the depositary
shares will be deposited under a separate deposit agreement between us and
a bank or trust company having its principal office in the United States
and having a combined capital and surplus of at least $50 million. The
applicable prospectus supplement will set forth the name and address of the
depositary. Subject to the terms of the deposit agreement, each owner of a
depositary share will have a fractional interest in all the rights and
preferences of the preferred stock underlying the depositary share. Those
rights include any dividend, voting, redemption, conversion and liquidation
rights.
The depositary shares will be evidenced by depositary receipts issued
under the deposit agreement. If you purchase fractional interests in shares
of the related series of preferred stock, you will receive depositary
receipts as described in the applicable prospectus supplement. While the
final depositary receipts are being prepared, we may order the depositary
to issue temporary depositary receipts substantially identical to the final
depositary receipts although not in final form. The holders of the
temporary depositary receipts will be entitled to the same rights as if
they held the depositary receipts in final form. Holders of the temporary
depositary receipts can exchange them for the final depositary receipts at
our expense.
DESCRIPTION OF THE COMMON STOCK
We are authorized to issue up to 300,000,000 shares of common stock,
par value $.16 2/3 per share. As of March 6, 2006, 164,376,634 shares of
common stock were issued and outstanding and held of record by
approximately 5,700 stockholders. In addition, as of March 6, 2006, there
were 1,313,703 shares of our common stock available for issuance under the
2003 Stock Incentive Plan. There were outstanding options to purchase
10,018,048 shares of our common stock as of that date. The following
description of our common stock and provisions of our certificate of
incorporation and bylaws are only summaries. For a complete statement of
the terms and rights of our common stock, you should review the description
of our common stock in the Form 8-A, which we have incorporated by
reference, our certificate of incorporation and bylaws, which we have filed
as exhibits to the registration statement of which this prospectus is a
part, and Delaware corporate law.
The holders of our common stock are entitled to receive dividends out
of our legally available assets or funds in cash, stock of any corporation
or our property, as and when declared by our board of directors, subject to
any dividend preferences that may be attributable to preferred stock. In
the event of the liquidation or dissolution of our business, the holders of
common stock will be entitled to receive ratably the balance of net assets
available for distribution after payment of any liquidation or distribution
preference payable with respect to any then outstanding shares of our
preferred stock. Each share of our common stock is entitled to one vote
with respect to matters brought before the stockholders, except for the
election of any directors who may be elected by vote of any outstanding
shares of preferred stock voting as a class. There are no preemptive,
conversion, redemption or sinking fund provisions applicable to our common
stock.
Since February 1993, we have not declared or paid any cash dividends
on our common stock. We do not presently intend to pay dividends, and we
currently plan to retain our earnings for future operations and growth of
our businesses.
The rights and privileges of our common stock will be subordinate to
the rights and preferences of any of our preferred stock that we may issue
in the future.
Our common stock is traded on the New York Stock Exchange under the
symbol "HUM."
DESCRIPTION OF THE SECURITIES WARRANTS
This section describes the general terms and provisions of the
securities warrants that we may offer by this prospectus. The applicable
prospectus supplement will describe the specific terms of the securities
warrants then offered, and the terms and provisions described in this
section will apply only to the extent not superseded by the terms of the
applicable prospectus supplement.
We may issue securities warrants for the purchase of senior debt
securities, subordinated debt securities, preferred stock, depositary
shares or common stock. Securities warrants may be issued alone or together
with senior debt securities, subordinated debt securities, preferred stock,
depositary shares or common stock offered by any prospectus supplement and
may be attached to or separate from those securities. Each series of
securities warrants will be issued under warrant agreements between us and
a bank or trust company, as warrant agent, which will be described in the
applicable prospectus supplement. The warrant agent will act solely as our
agent in connection with the securities warrants and will not act as an
agent or trustee for any holders or beneficial holders of securities
warrants.
If securities warrants for the purchase of senior debt securities or
subordinated debt securities are offered, the applicable prospectus
supplement will describe the terms of those securities warrants, including
the following if applicable:
o the offering price;
o the currencies in which the securities warrants are being
offered;
o the designation, aggregate principal amount, currencies,
denominations and terms of the series of the senior debt
securities or subordinated debt securities that can be purchased
upon exercise;
o the designation and terms of any series of senior debt securities
or subordinated debt securities with which the securities
warrants are being offered and the number of securities warrants
offered with each senior debt security or subordinated debt
security;
o the date on and after which the holder of the securities warrants
can transfer them separately from the series of senior debt
securities or subordinated debt securities;
o the principal amount of the series of senior debt securities or
subordinated debt securities that can be purchased upon exercise
and the price at which and currencies in which the principal
amount may be purchased upon exercise;
o the date on which the right to exercise the securities warrants
begins and the date on which the right expires; and
o any other terms of the securities warrants.
If securities warrants for the purchase of preferred stock are
offered, the applicable prospectus supplement will also describe the terms
of the preferred stock into which the securities warrants are exercisable
as described under "Description Of The Preferred Stock And The Depositary
Shares Representing Fractional Shares Of Preferred Stock."
PLAN OF DISTRIBUTION
GENERAL
We may offer and sell securities in one or more transactions from time
to time to or through underwriters, who may act as principals or agents,
directly to other purchasers or through agents to other purchasers or
through any combination of these methods.
A prospectus supplement relating to a particular offering of
securities may include the following information:
o the terms of the offering;
o the names of any underwriters or agents;
o the purchase price of the securities;
o the net proceeds to us from the sale of the securities;
o any delayed delivery arrangements;
o any underwriting discounts and other items constituting
underwriters' compensation; o any initial public offering price;
and o any discounts or concessions allowed or reallowed or paid
to dealers.
The distribution of the securities may be effected from time to time
in one or more transactions at a fixed price or prices, which may be
changed, at market prices prevailing at the time of sale, at prices related
to prevailing market prices or at negotiated prices.
UNDERWRITING COMPENSATION
We may offer these securities to the public through underwriting
syndicates represented by managing underwriters or through underwriters
without an underwriting syndicate. If underwriters are used for the sale of
securities, the securities will be acquired by the underwriters for their
own account. The underwriters may resell the securities in one or more
transactions, including in negotiated transactions at a fixed public
offering price or at varying prices determined at the time of sale. In
connection with any such underwritten sale of securities, underwriters may
receive compensation from us or from purchasers for whom they may act as
agents, in the form of discounts, concessions or commissions. Underwriters
may sell securities to or through dealers, and the dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they may act
as agents.
If we use an underwriter or underwriters in the sale of particular
securities, we will execute an underwriting agreement with those
underwriters at the time of sale of those securities. The names of the
underwriters will be set forth in the prospectus supplement used by the
underwriters to sell those securities. Unless otherwise indicated in the
prospectus supplement relating to a particular offering of securities, the
obligations of the underwriters to purchase the securities will be subject
to customary conditions precedent and the underwriters will be obligated to
purchase all of the securities offered if any of the securities are
purchased.
Underwriters, dealers and agents that participate in the distribution
of securities may be deemed to be underwriters under the Securities Act.
Any discounts or commissions that they receive from us and any profit that
they receive on the resale of securities may be deemed to be underwriting
discounts and commissions under the Securities Act. If any entity is deemed
an underwriter or any amounts deemed underwriting discounts and
commissions, the prospectus supplement will identify the underwriter or
agent and describe the compensation received from us.
INDEMNIFICATION
We may enter agreements under which underwriters and agents who
participate in the distribution of securities may be entitled to
indemnification by us against various liabilities, including liabilities
under the Securities Act, and to contribution with respect to payments
which the underwriters, dealers or agents may be required to make.
RELATED TRANSACTIONS
Various of the underwriters who participate in the distribution of
securities, and their affiliates, may perform various commercial banking
and investment banking services for us from time to time in the ordinary
course of business.
DELAYED DELIVERY CONTRACTS
We may authorize underwriters or other persons acting as our agents to
solicit offers by institutions to purchase securities from us pursuant to
contracts providing for payment and delivery on a future date. These
institutions may include commercial and savings banks, insurance companies,
pension funds, investment companies, educational and charitable
institutions and others, but in all cases we must approve these
institutions. The obligations of any purchaser under any of these contracts
will be subject to the condition that the purchase of the securities shall
not at the time of delivery be prohibited under the laws of the
jurisdiction to which such purchaser is subject. The underwriters and other
agents will not have any responsibility in respect of the validity or
performance of these contracts.
PRICE STABILIZATION AND SHORT POSITIONS
If underwriters or dealers are used in the sale, until the
distribution of the securities is completed, rules of the SEC may limit the
ability of any underwriters to bid for and purchase the securities. As an
exception to these rules, representatives of any underwriters are permitted
to engage in transactions that stabilize the price of the securities. These
transactions may consist of bids or purchases for the purpose of pegging,
fixing or maintaining the price of the securities. If the underwriters
create a short position in the securities in connection with the offering
(that is, if they sell more securities than are set forth on the cover page
of the prospectus supplement) the representatives of the underwriters may
reduce that short position by purchasing securities in the open market.
We make no representation or prediction as to the direction or
magnitude of any effect that the transactions described above may have on
the price of the securities. In addition, we make no representation that
the representatives of any underwriters will engage in these transactions
or that these transactions, once commenced, will not be discontinued
without notice.
LEGAL MATTERS
Unless otherwise specified in a prospectus supplement, the validity of
any securities issued hereunder will be passed upon for us by Fried, Frank,
Harris, Shriver & Jacobson LLP, New York, New York.
EXPERTS
The consolidated financial statements and management's assessment of
the effectiveness of internal control over financial reporting (which is
included in Management's Report on Internal Control over Financial
Reporting) incorporated in this prospectus by reference to the Annual
Report on Form 10-K for the year ended December 31, 2005 have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP, an
independent registered public accounting firm, given on the authority of
said firm as experts in auditing and accounting.
[OBJECT OMITTED]][HUMANA LOGO]
GUIDANCE WHEN YOU NEED IT MOST
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth all fees and expenses payable by the
registrant in connection with the issuance and distribution of the
securities being registered hereby (other than underwriting discounts and
commissions). All such expenses are estimated.
SEC registration fee............................. $(1)
Printing and engraving expenses.................. $(2)
Legal fees and expenses.......................... $(2)
Accounting fees and expenses..................... $(2)
Trustee's fees and expenses...................... $(2)
Blue sky fees and expenses....................... $(2)
Rating agency fees............................... $(2)
Miscellaneous.................................... $(2)
Total....................................... $(2)
(1) Deferred in reliance on Rule 456(b) and 457(r).
(2) The amount of these expenses are not presently known.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Registrant's Restated Certificate of Incorporation and bylaws, as
amended, include provisions to (i) eliminate the personal liability of its
directors for monetary damages resulting from breaches of their fiduciary
duty to the extent permitted by Section 102(b)(7) of the General
Corporation Law of Delaware (the "Delaware Law") and (ii) authorize the
Registrant to indemnify its directors and officers to the fullest extent
permitted by Section 145 of the Delaware Law, including circumstances in
which indemnification is otherwise discretionary.
Pursuant to Section 145 of the Delaware Law, a corporation generally
has the power to indemnify its present and former directors, officers,
employees and agents against expenses incurred by them in connection with
any suit to which they are, or are threatened to be made, a party by reason
of their serving in such positions so long as they acted in good faith and
in a manner they reasonably believed to be in, or not opposed to, the best
interests of a corporation, and with respect to any criminal action, they
had no reasonable cause to believe their conduct was unlawful. The
Registrant believes that these provisions are necessary to attract and
retain qualified persons as directors and officers. These provisions do not
eliminate liability for breach of the director's duty of loyalty to the
Registrant or its stockholders, for acts or omissions not in good faith or
involving intentional misconduct or knowing violations of law, for any
transaction from which the director derived an improper personal benefit or
for any willful or negligent payment of any unlawful dividend or any
unlawful stock purchase agreement or redemption.
The Registrant has entered into agreements with its directors and
executive officers that require the Registrant to indemnify such persons
against expenses, judgments, fines, settlements and other amounts actually
and reasonably incurred (including expenses of a derivative action) in
connection with any proceeding, whether actual or threatened, to which any
such person may be made a party by reason of the fact that such person is
or was a director or officer of the Registrant or any of its listed
enterprises, provided such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of
the Registrant and, with respect to any criminal proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The
indemnification agreements also set forth certain procedures that will
apply in the event of a claim for indemnification thereunder.
The Registrant has purchased an insurance policy covering the officers
and directors of the Registrant with respect to certain liabilities arising
under the Securities Act or otherwise.
Any underwriting agreements that we may enter into will likely provide
for the indemnification of the registrant, its controlling persons, its
directors and certain of its officers by the underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
ITEM 16. EXHIBITS
See Exhibit Index immediately following the signature page hereof,
which is incorporated herein by reference.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however, that paragraphs (i), (ii) and (iii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purpose of determining liability under the
Securities Act of 1933 to any purchaser:
(A) Each prospectus filed by the Registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in
the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5) or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii) or (x) for the purpose of providing the
information required by Section 10(a) of the Securities Act of 1933
shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is
first used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be deemed
to be a new effective date of the registration statement relating to
the securities in the registration statement to which the prospectus
relates, and the offering of such securities at that time shall be
deemed to be the initial bona, fide offering thereof. Provided,
however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that
was made in the registration statement or prospectus that was part of
the registration statement or made in any such document immediately
prior to such effective date.
(5) That, for the purpose of determining liability of a Registrant
under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities, the undersigned Registrant undertakes that
in a primary offering of securities of an undersigned Registrant pursuant
to this registration statement, regardless of the underwriting method used
to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, the
undersigned Registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of an undersigned
Registrant relating to the offering required to be filed pursuant to
Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of an undersigned Registrant or used or
referred to by an undersigned Registrant;
(iii) The portion of any other free writing prospectus relating
to the offering containing material information about an undersigned
Registrant or its securities provided by or on behalf of an
undersigned Registrant; and
(iv) Any other communication that is an offer in the offering
made by an undersigned Registrant to the purchaser.
(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of Section 310 of
the Trust Indenture Act in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the Act.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Louisville, County of Jefferson,
Commonwealth of Kentucky, on March 31 2006.
HUMANA INC.
(Registrant)
By: /s/ Michael B. McCallister
------------------------------------------
Michael B. McCallister
President and Chief Executive Officer
POWERS OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Michael B. McCallister and James H. Bloem, his or her true and lawful
attorney-in-fact and agent, each acting alone, with full power of
substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to the Registration Statement on Form
S-3, and to any registration statement filed under Securities and Exchange
Commission Rule 462(b), and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
------------------------------------- --------------------------------------------- -------------------
Senior Vice President and Chief Financial March 31, 2006
/s/ James H. Bloem Officer (Principal Financial Officer)
-------------------------------------
James H. Bloem
Vice President and Controller March 31, 2006
/s/ Steven E. McCulley (Principal Accounting Officer)
-------------------------------------
Steven E. McCulley
Chairman of the Board March 31, 2006
/s/ David A. Jones, Jr.
-----------------------
David A. Jones, Jr.
Director March 31, 2006
/s/ Frank A. D'Amelio
-------------------------------------
Frank A. D'Amelio
Director March 31, 2006
/s/ W. Roy Dunbar
-------------------------------------
W. Roy Dunbar
Director March 31, 2006
/s/ John R. Hall
-------------------------------------
John R. Hall
Director March 31, 2006
/s/ Kurt J. Hilzinger
-------------------------------------
Kurt J. Hilzinger
Director, President and Chief Executive March 31, 2006
/s/ Michael B. McCallister Officer
-------------------------------------
Michael B. McCallister
Director March 31, 2006
/s/ W. Ann Reynolds
-------------------------------------
W. Ann Reynolds, Ph.D.
Director March 31, 2006
/s/ James O. Robbins
-------------------------------------
James O. Robbins
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
1.1** Form of Underwriting Agreement
3.1 Restated Certificate of Incorporation filed with the
Secretary of State of Delaware on November 9, 1989, as
restated to incorporate the amendment of January 9, 1992 and
the correction of March 23, 1992 (incorporated herein by
reference to Exhibit 4(i) to the Company's Post-Effective
Amendment to the Registration Statement on Form S-8 (Reg.
No. 33-49305) filed February 2, 1994)
3.2 Bylaws, as amended (incorporated by reference to Exhibit
3(b) to the Company's Annual Report for the fiscal year
ended December 31, 1997)
4.1 Indenture, dated August 5, 2003, by and between the Company
and The Bank of New York Trust Company, N.A. (as successor
to The Bank of New York) as trustee, relating to the senior
debt securities (incorporated herein by reference to Exhibit
4.1 of the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2003).
4.2* Indenture, dated March 30, 2006, by and between the Company
and The Bank of New York Trust Company, N.A., as trustee,
relating to the subordinated debt securities
4.3** Form of Senior Debt Security
4.4** Form of Subordinated Debt Security
4.5** Form of Certificate of Designation
4.6** Form of Common Stock Warrant Agreement
4.7** Form of Common Stock Warrant Certificate
4.8** Form of Preferred Stock Warrant Agreement
4.9** Form of Preferred Stock Warrant Certificate
4.10** Form of Debt Securities Warrant Agreement
4.11** Form of Debt Securities Warrant Certificate
4.12** Form of Depositary Agreement
4.13** Form of Depositary Receipt
5.1* Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP
12.1 Computation of ratio of earnings to fixed charges
(incorporated by reference to Exhibit 12 to the Company's
Form 10-K for the year ended December 31, 2005 (No.
1-05975))
12.2** Computation of ratio of combined fixed charges and
preference dividends to earnings
23.1* Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (See
Exhibit 5.1.)
23.2* Consent of PricewaterhouseCoopers LLP
24.1* Powers of Attorney (included on the signature page herein)
25.1* Statement of Eligibility of Trustee on Form T-1 for the
senior indenture
25.2* Statement of Eligibility of Trustee on Form T-1 for the
subordinated indenture
* Filed herewith
** Executed versions of this agreement or item, if any, will be filed by
Current Report on Form 8-K after the issuance of the securities to which
they relate.