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Humana Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The grant-date fair value of the award will be estimated using option-pricing models. In addition, certain tax
effects of stock option exercises will be reported as a financing activity rather than an operating activity in the
statements of cash flows. We adopted SFAS 123R on January 1, 2006 under the retrospective transition method
using the Black-Scholes pricing model. The effect of expensing stock options under a fair value approach using
the Black-Scholes pricing model on diluted earnings per common share for the years ended December 31, 2005,
2004 and 2003 is disclosed on page 69. In addition, the classification of cash inflows from any excess tax benefit
associated with exercising stock options will change from an operating activity to a financing activity in the
consolidated statements of cash flows with no impact on total cash flows. We estimate the impact of this change
in classification will decrease operating cash flows (and increase financing cash flows) by approximately $15.5
million in 2005, $3.7 million in 2004, and $15.2 million in 2003. Stock option expense after adopting SFAS
123R is not expected to be materially different than our pro forma disclosure on page 69 and is dependent on
levels of stock options granted during 2006.
3. ACQUISITIONS
In January 2006, our Commercial segment reached an agreement to acquire CHA Service Company, or
CHA Health, a health plan serving employer groups in Kentucky, for cash consideration of approximately $60.0
million plus any excess statutory surplus. This transaction, which is subject to regulatory approval, is expected to
close effective in the second quarter of 2006.
On December 20, 2005, our Commercial segment acquired Corphealth, Inc., or Corphealth, a behavioral
health care management company, for cash consideration of approximately $54.2 million, including transaction
costs. This acquisition allows Humana to integrate coverage of medical and behavior health benefits. Net
tangible assets acquired of $6.0 million primarily consisted of cash and cash equivalents. The purchase price
exceeded the estimated fair value of the net tangible assets acquired by approximately $48.2 million. We
preliminarily allocated this excess purchase price to other intangible assets of $8.6 million and associated
deferred tax liabilities of $3.2 million, and non-deductible goodwill of $42.8 million. The other intangible assets,
which consist primarily of customer contracts, have a weighted average useful life of 14.7 years. The allocation
is subject to change pending completion of the valuation by a third party valuation specialist firm assisting us in
evaluating the fair value of the assets acquired.
On February 16, 2005, our Government segment acquired CarePlus Health Plans of Florida, or CarePlus, as
well as its affiliated 10 medical centers and pharmacy company. CarePlus provides Medicare Advantage HMO
plans and benefits to Medicare Advantage members in Miami-Dade, Broward and Palm Beach counties. This
acquisition enhances our Medicare market position in South Florida. We paid approximately $444.9 million in
cash, including transaction costs. We financed the transaction with $294.0 million of borrowings under our credit
agreement and $150.9 million of cash on hand. The purchase price is subject to a balance sheet settlement
process with a nine month claims run-out period. This settlement, which will be reflected as an adjustment to
goodwill, is not expected to be material. The fair value of the acquired tangible assets (assumed liabilities)
consisted of the following:
(in thousands)
Cash and cash equivalents ......................................... $92,116
Premiums receivable and other current assets .......................... 6,510
Property and equipment and other assets .............................. 21,315
Medical and other expenses payable ................................. (37,375)
Other current liabilities ........................................... (23,359)
Other liabilities ................................................. (5,915)
Net tangible assets acquired .................................... $53,292
70