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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The financial statements, financial statement schedule and exhibits set forth below are filed as part of this
report
(1) Financial Statements—The response to this portion of Item 15 is submitted as Item 8 of Part II of this
report.
(2) The following Consolidated Financial Statement Schedules are included herein:
Schedule I Parent Company Financial Information
Schedule II Valuation and Qualifying Accounts
All other schedules have been omitted because they are not applicable.
(3) Exhibits:
3(a) 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. Exhibit 4(i) to the Company’s Post-Effective Amendment
No.1 to the Registration Statement on Form S-8 (Reg. No. 33-49305) filed February 2, 1994,
is incorporated by reference herein.
(b) By-laws, as amended. Exhibit 3(b) to the Company’s Annual Report for the fiscal year ended
December 31, 1997, is incorporated by reference herein.
4(a) Form of Amended and Restated Rights Agreement dated February 14, 1996, between
Humana Inc. and Mid-America Bank of Louisville and Trust Company. Exhibit 1.3 to the
Registration Statement (File No. 1-5975) on Form 8-A/A dated February 14, 1996, is
incorporated by reference herein.
(b) Amendment No. 2 to the Amended and Restated Rights Agreement dated February 14, 1996.
Exhibit 4.3 to the Registration Statement (File No. 1-5975) on Form 8-A12B/A filed March
1, 1999, is incorporated by reference herein.
(c) Indenture dated as of August 2001 covering the Company’s 7
1
⁄
4
% Senior Notes due 2006.
Exhibit 4.1 to Registration Statement No. 333-63384 is incorporated by reference herein.
(d) Indenture dated August 5, 2003 covering the Company’s Senior Debt Securities. Exhibit 4.1
to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003,
is incorporated by reference herein.
(e) First Supplemental Indenture dated August 5, 2003 covering the Company’s 6.30% Senior
Notes due 2018. Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2003, is incorporated by reference herein.
(f) There are no instruments defining the rights of holders with respect to long-term debt in
excess of 10 percent of the total assets of the Company on a consolidated basis. Other long-
term indebtedness of the Company is described herein in Note 9 to Consolidated Financial
Statements. The Company agrees to furnish copies of all such instruments defining the rights
of the holders of such indebtedness to the Commission upon request.
10(a)* 1989 Stock Option Plan for Employees. Exhibit A to the Company’s Proxy Statement
covering the Annual Meeting of Stockholders held on January 11, 1990, is incorporated by
reference herein.
(b)* Amendment No. 1 to the 1989 Stock Option Plan for Employees. Annex B to the Company’s
Proxy Statement covering the Annual Meeting of Stockholders held on February 18, 1993, is
incorporated by reference herein.
101