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| CIK | 1054833 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Coventry Health Care Inc
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| May 17, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-16477 COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified |
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| May 9, 2013 |
EX-24 2 weglicki.htm POWER OF ATTORNEY I, Timothy T. Weglicki, Director of Coventry Health Care, Inc. (the “Company”), hereby authorize and designate Shirley R. Smith or Thomas C. Zielinski, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securities Exchange Act of 1934 w |
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| May 8, 2013 |
EX-24 2 moorhead.htm POWER OF ATTORNEY I, Rodman W. Moorhead, III, Director of Coventry Health Care, Inc. (the "Company"), hereby authorize and designate Shirley R. Smith or Thomas C. Zielinski, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securities Exchange Act of 19 |
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| May 7, 2013 |
As filed with the Securities and Exchange Commission on May 7, 2013 Registration No. |
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| May 7, 2013 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 7, 2013 (May 7, 2013) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction of incorporati |
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| May 7, 2013 |
Exhibit 4.1 EXECUTION VERSION COVENTRY HEALTH CARE, INC., Issuer, AETNA INC., Guarantor and U.S. BANK NATIONAL ASSOCIATION Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 7, 2013 to Indenture dated as of January 28, 2005 FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 7, 2013, among Coventry Health Care, Inc., a Delaware corporation (the “Company”), Aetna Inc., a |
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| May 7, 2013 |
As filed with the Securities and Exchange Commission on May 7, 2013 Registration No. |
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| May 7, 2013 |
As filed with the Securities and Exchange Commission on May 7, 2013 Registration No. |
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| May 7, 2013 |
As filed with the Securities and Exchange Commission on May 7, 2013 Registration No. |
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| May 7, 2013 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on May 20, 2013, pursuant to the provisions of Rule 12d2-2 (a). |
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| May 7, 2013 |
As filed with the Securities and Exchange Commission on May 7, 2013 Registration No. |
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| May 7, 2013 |
BYLAWS COVENTRY HEALTH CARE, INC. (the “Corporation”) * * * * * ARTICLE 1 Exhibit 3.2 BYLAWS OF COVENTRY HEALTH CARE, INC. (the “Corporation”) * * * * * ARTICLE 1 OFFICES Section 1.01. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.02. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Di |
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| May 7, 2013 |
As filed with the Securities and Exchange Commission on May 7, 2013 Registration No. |
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| May 7, 2013 |
As filed with the Securities and Exchange Commission on May 7, 2013 Registration No. |
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| May 7, 2013 |
As filed with the Securities and Exchange Commission on May 7, 2013 Registration No. |
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| May 7, 2013 |
As filed with the Securities and Exchange Commission on May 7, 2013 Registration No. |
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| May 7, 2013 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COVENTRY HEALTH CARE, INC. Pursuant to the provisions of § 242 and § 245 of the General Corporation Law of the State of Delaware ARTICLE 1 NAME The name of the corporation is Coventry Health Care, Inc. (the “Corporation”). ARTICLE 2 REGISTERED OFFICE AND AGENT The address of its registered office in the State of Delaware is Corporati |
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| May 7, 2013 |
As filed with the Securities and Exchange Commission on May 7, 2013 Registration No. |
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| May 3, 2013 |
Important Notice Concerning Limitations on Trading in Coventry Stock May 3, 2013 Exhibit 99.1 Important Notice Concerning Limitations on Trading in Coventry Stock May 3, 2013 To: Coventry Health Care, Inc. Executive Officers and Directors From: Shirley Smith 1. As you may know, a “blackout period” will be imposed, suspending transactions involving the Coventry Health Care, Inc. (“Coventry”) common stock fund (the “Coventry stock fund”) under the Coventry Retirement Savings Pla |
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| May 3, 2013 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 3, 2013 (May 3, 2013) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction of incorp |
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| May 1, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 1, 2013 COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter) Delaware 1-16477 52-2073000 (State or other jurisdiction of incorporation) (Commission Fil |
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| May 1, 2013 |
Financial Statements and Exhibits - FORM 8-K FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 1, 2013 (April 30, 2013) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction of inc |
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| May 1, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 1-16477 COVENTRY HEALTH CARE, |
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| May 1, 2013 |
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT EX-10.1 Exhibit 10.1 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT The Employment Agreement, dated May 17, 2009 and effective as of February 2, 2009, as amended (hereinafter the “Agreement”), by and between Coventry Health Care, Inc., a Delaware corporation, and Harvey C. DeMovick, is hereby amended by this Amendment No. 2, entered into and effective as of April 30, 2013. Capitalized terms not defined h |
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| May 1, 2013 |
Coventry Health Care Reports First Quarter Earnings EX-99.1 2 cvhq120138-kex991.htm EXHIBIT Contact: Randy Giles EVP, Chief Financial Officer (301) 581-5687 Drew Asher SVP, Corporate Finance (301) 581-5717 Coventry Health Care Reports First Quarter Earnings BETHESDA, Md. (May 1, 2013) - Coventry Health Care, Inc. (NYSE: CVH) today reported consolidated operating results for the quarter ended March 31, 2013. Operating revenues totaled $3.5 billion f |
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| April 30, 2013 |
10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 12, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) March 12, 2013 (March 6, 2013) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter) Delaware 1-16477 52-2073000 (State or other jurisdiction of incorporati |
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| March 12, 2013 |
Coventry Health Care, Inc. Executive Management Incentive Plan EX-10.1 2 exhibit10103122013.htm EXHIBIT 10.1 Exhibit 10.1 2013 Coventry Health Care, Inc. Executive Management Incentive Plan Section 1. Purpose The purpose of this Plan is to advance the interests of the Company and its shareholders by attracting and retaining key employees, and by stimulating the efforts of such employees to contribute to the continued success and growth of the business of the |
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| February 27, 2013 |
COVENTRY HEALTH CARE COMPLIANCE AND ETHICS PROGRAM Code of Business Conduct and Ethics Exhibit 14 COVENTRY HEALTH CARE COMPLIANCE AND ETHICS PROGRAM Code of Business Conduct and Ethics Page 1 of 29 TABLE OF CONTENTS i. |
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| February 27, 2013 |
Exhibit 12 Computation of Ratio of Earnings to Fixed Charges (Dollars in thousands) For the year ended December 31, 2012 2011 2010 2009 2008 Continuing operations earnings before income taxes (1) $ 784,535 $ 858,101 $ 686,534 $ 504,554 $ 571,861 Fixed charges 111,106 110,401 91,450 96,300 108,484 Earnings before income taxes and fixed charges $ 895,641 $ 968,502 $ 777,984 $ 600,854 $ 680,345 Fixed charges: Interest expense $ 99,468 $ 99,062 $ 80,418 $ 84,875 $ 96,386 Portion of rental expense representative of interest factor (2) 11,638 11,339 11,032 11,425 12,098 Total fixed charges $ 111,106 $ 110,401 $ 91,450 $ 96,300 $ 108,484 Ratio of earnings to fixed charges 8. |
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| February 27, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 1-16477 COVENTRY HEALTH CARE, INC. (Exact name of registrant as speci |
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| February 27, 2013 |
Exhibit 21 EXHIBIT “A” COVENTRY HEALTH CARE, INC. LIST OF SUBSIDAIRES December 31, 2012 Wholly Owned Subsidiaries State of Organization Altius Health Plans Inc. (Does business as Altius) Utah Coventry Consumer Advantage, Inc. Delaware CHC Casualty Risk Retention Group, Inc. Vermont Coventry Financial Management Services, Inc. Delaware Coventry Health and Life Insurance Company Missouri Coventry He |
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| February 14, 2013 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) February 14, 2013 (February 12, 2013) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdicti |
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| February 14, 2013 |
CVH / Coventry Health Care Inc / VANGUARD SPECIALIZED FUNDS Passive Investment coventryhealthcare.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:6 )* Name of issuer: Coventry Health Care Inc Title of Class of Securities: Common Stock CUSIP Number: 222862104 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the appropria |
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| February 11, 2013 |
CVH / Coventry Health Care Inc / VANGUARD GROUP INC Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Coventry Health Care Inc Title of Class of Securities: Common Stock CUSIP Number: 222862104 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the appropriate box to designate the rule pursuant to which this Schedule is fi |
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| February 11, 2013 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) February 11, 2013 (February 7, 2013) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdictio |
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| February 6, 2013 |
Coventry Health Care Reports Fourth Quarter Earnings Contact: Randy Giles EVP, Chief Financial Officer (301) 581-5687 Drew Asher SVP, Corporate Finance (301) 581-5717 Coventry Health Care Reports Fourth Quarter Earnings BETHESDA, Md. |
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| February 6, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) February 6, 2013 COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter) Delaware 1-16477 52-2073000 (State or other jurisdiction of incorporation) (Commissio |
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| January 30, 2013 |
CVH / Coventry Health Care Inc / VANGUARD SPECIALIZED FUNDS Passive Investment SC 13G/A 1 coventryhealthcareamd5.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:5)* Name of issuer: Coventry Health Care Inc Title of Class of Securities: Common Stock CUSIP Number: 222862104 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the appropriate box to designate the rule p |
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| January 10, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Coventry Health Care, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 222862104 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| November 21, 2012 |
Coventry Health Care Announces Stockholder Approval of Merger Agreement with Aetna Exhibit 99.1 Contact: Randy Giles EVP, Chief Financial Officer (301) 581-5687 Drew Asher SVP, Corporate Finance (301) 581-5717 Coventry Health Care Announces Stockholder Approval of Merger Agreement with Aetna BETHESDA, Md. (November 21, 2012) – Coventry Health Care, Inc. (NYSE: CVH) announced that its stockholders voted at the stockholder special meeting held earlier today to approve the adoption |
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| November 21, 2012 |
FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) November 21, 2012 COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction of incorporation) |
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| November 20, 2012 |
AMENDMENT TO 2012 COVENTRY HEALTH CARE, INC. EXECUTIVE MANAGEMENT INCENTIVE PLAN Exhibit 10.2 AMENDMENT TO 2012 COVENTRY HEALTH CARE, INC. EXECUTIVE MANAGEMENT INCENTIVE PLAN This Amendment (the “Amendment”) to the 2012 Coventry Health Care, Inc. Executive Management Incentive Plan (the “Plan”) as adopted by the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Coventry Health Care, Inc. (the “Company”) at a meeting held on January 26, 2012, i |
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| November 20, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) November 20, 2012 (November 14, 2012) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction of inc |
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| November 20, 2012 |
AMENDMENT TO COVENTRY HEALTH CARE, INC. AMENDED AND RESTATED 2004 INCENTIVE PLAN EX-10.1 2 d442707dex101.htm AMENDMENT TO COVENTRY HEALTH CARE, INC. AMENDED AND RESTATED 2004 INCENTIVE PLAN Exhibit 10.1 AMENDMENT TO COVENTRY HEALTH CARE, INC. AMENDED AND RESTATED 2004 INCENTIVE PLAN This Amendment (the “Amendment”) to the Coventry Health Care, Inc. Amended and Restated 2004 Incentive Plan (the “Incentive Plan”) as adopted by shareholders of Coventry Health Care, Inc. (the “Com |
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| November 15, 2012 |
Filed by Aetna Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934 Subject company: Coventry Health Care, Inc. Commission File No. for Registration Statement on Form S-4: 333-184041 The following excerpts are from a transcript of Joseph Zubretsky’s presentation at the Credit Suisse 2012 Healthcare Conference held on |
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| November 14, 2012 |
Filed by Aetna Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934 Subject company: Coventry Health Care, Inc. Commission File No. for Registration Statement on Form S-4: 333-184041 The following slides related to the Aetna/Coventry transaction were presented at the Credit Suisse 2012 Healthcare Conference on Novemb |
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| November 13, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2012 (November 12, 2012) Aetna Inc. (Exact name of registrant as specified in its charter) Pennsylvania 1-16095 23-2229683 (State or other jurisdiction of incorporation) |
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| November 13, 2012 |
AGREEMENT AND PLAN OF MERGER – AMENDMENT NO. 2 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER – AMENDMENT NO. 2 AMENDMENT NO. 2 (this “Amendment”) dated as of November 12, 2012 among Aetna Inc., a Pennsylvania corporation (“Parent”), Jaguar Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and Coventry Health Care, Inc., a Delaware corporation (the “Company”). W I T N E S S E T H : WHEREAS |
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| November 13, 2012 |
AGREEMENT AND PLAN OF MERGER – AMENDMENT NO. 2 AGREEMENT AND PLAN OF MERGER – AMENDMENT NO. 2 AMENDMENT NO. 2 (this “Amendment”) dated as of November 12, 2012 among Aetna Inc., a Pennsylvania corporation (“Parent”), Jaguar Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and Coventry Health Care, Inc., a Delaware corporation (the “Company”). W I T N E S S E T H : WHEREAS, Parent, Me |
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| November 13, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) November 13, 2012 (November 12, 2012) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction of |
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| November 13, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) November 13, 2012 (November 12, 2012) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction of inc |
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| November 13, 2012 |
AGREEMENT AND PLAN OF MERGER – AMENDMENT NO. 2 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER – AMENDMENT NO. 2 AMENDMENT NO. 2 (this “Amendment”) dated as of November 12, 2012 among Aetna Inc., a Pennsylvania corporation (“Parent”), Jaguar Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and Coventry Health Care, Inc., a Delaware corporation (the “Company”). W I T N E S S E T H : WHEREAS |
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| November 9, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) November 9, 2012 (November 8, 2012) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction |
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| November 9, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) November 9, 2012 (November 8, 2012) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction |
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| November 9, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2012 Aetna Inc. (Exact name of registrant as specified in its charter) Pennsylvania 1-16095 23-2229683 (State or other jurisdiction of incorporation) (Commission File Numb |
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| November 7, 2012 |
Exhibit 1.1 PRICING AGREEMENT Goldman, Sachs & Co. UBS Securities LLC As Representatives of the several Underwriters named in Schedule I hereto November 2, 2012 Ladies and Gentlemen: Aetna Inc., a Pennsylvania corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement dated May 1, 2012 (the “Underwriting Agreement”), to issue and sell |
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| November 7, 2012 |
Exhibit 4.1 EXECUTION COPY SUPPLEMENTAL INDENTURE dated as of November 7, 2012 among AETNA INC., and U.S. BANK NATIONAL ASSOCIATION, as Trustee 1.50% Senior Notes due November 15, 2017 2.75% Senior Notes due November 15, 2022 4.125% Senior Notes due November 15, 2042 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 2 Section 1.02. Section References 7 ARTICLE 2 THE NOTES Sect |
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| November 7, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2012 Aetna Inc. (Exact name of registrant as specified in its charter) Pennsylvania 1-16095 23-2229683 (State or other jurisdiction of incorporation) (Commission |
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| November 6, 2012 |
AETNA AND COVENTRY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Exhibit 99.1 AETNA AND COVENTRY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The unaudited pro forma condensed combined statements of income for the year ended December 31, 2011, and for the nine months ended September 30, 2012, combine the historical consolidated statements of income of Aetna Inc. ("Aetna") and Coventry Health Care, Inc. ("Coventry"), giving effect to the merger of |
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| November 6, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2012 Aetna Inc. (Exact name of registrant as specified in its charter) Pennsylvania 1-16095 23-2229683 (State or other jurisdiction of (Commission (IRS Employer incorporat |
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| November 5, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 1-16477 COVENTRY HEALTH CA |
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| October 26, 2012 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) October 26, 2012 COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter) Delaware 1-16477 52-2073000 (State or other jurisdiction of incorporation) (Commi |
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| October 26, 2012 |
Coventry Health Care Reports Third Quarter Earnings EX-99.1 Exhibit 99.1 Contact: Randy Giles EVP, Chief Financial Officer (301) 581-5687 Drew Asher SVP, Corporate Finance (301) 581-5717 Coventry Health Care Reports Third Quarter Earnings BETHESDA, Md. (October 26, 2012)—Coventry Health Care, Inc. (NYSE: CVH) today reported consolidated operating results for the quarter ended September 30, 2012. Operating revenues totaled $3.5 billion for the quart |
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| October 26, 2012 |
Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-6 under the Securities Exchange Act of 1934, as amended Filer: Coventry Health Care, Inc. |
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| October 25, 2012 |
Filed by Aetna Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934 Subject company: Coventry Health Care, Inc. Commission File No. for Registration Statement on Form S-4: 333-184041 The following transcript was made available by Aetna on its website on October 25, 2012: THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT |
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| October 23, 2012 |
AGREEMENT AND PLAN OF MERGER – AMENDMENT NO. 1 Amendment No. 1 to the Agreement and Plan of Merger Exhibit 2.1 AGREEMENT AND PLAN OF MERGER – AMENDMENT NO. 1 AMENDMENT NO. 1 (this “Amendment”) dated as of October 17, 2012 among Aetna Inc., a Pennsylvania corporation (“Parent”), Jaguar Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and Coventry Health Care, Inc., a Delaware corpora |
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| October 23, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) October 23, 2012 (October 17, 2012) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction |
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| October 23, 2012 |
EX-10.1 3 d427441dex101.htm RETENTION AGREEMENT, DATED OCTOBER 17, 2012 Exhibit 10.1 Execution Version RETENTION AGREEMENT THIS RETENTION AGREEMENT (this “Agreement”), dated October 17, 2012, is by and between Coventry Health, Inc., a Delaware corporation (the “Company”), and Michael D. Bahr (“Employee”). RECITALS WHEREAS, the Company has entered into a Merger Agreement (the “Merger Agreement”) da |
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| October 23, 2012 |
Retention Agreement, Dated October 17, 2012 Exhibit 10.1 Execution Version RETENTION AGREEMENT THIS RETENTION AGREEMENT (this “Agreement”), dated October 17, 2012, is by and between Coventry Health, Inc., a Delaware corporation (the “Company”), and Michael D. Bahr (“Employee”). RECITALS WHEREAS, the Company has entered into a Merger Agreement (the “Merger Agreement”) dated as of August 19, 2012, a |
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| October 23, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) October 23, 2012 (October 17, 2012) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction |
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| October 23, 2012 |
AGREEMENT AND PLAN OF MERGER – AMENDMENT NO. 1 Amendment No. 1 to the Agreement and Plan of Merger Exhibit 2.1 AGREEMENT AND PLAN OF MERGER – AMENDMENT NO. 1 AMENDMENT NO. 1 (this “Amendment”) dated as of October 17, 2012 among Aetna Inc., a Pennsylvania corporation (“Parent”), Jaguar Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and Coventry Health Care, Inc., a Delaware corpora |
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| October 22, 2012 |
AGREEMENT AND PLAN OF MERGER – AMENDMENT NO. 1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER – AMENDMENT NO. 1 AMENDMENT NO. 1 (this “Amendment”) dated as of October 17, 2012 among Aetna Inc., a Pennsylvania corporation (“Parent”), Jaguar Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and Coventry Health Care, Inc., a Delaware corporation (the “Company”). W I T N E S S E T H : WHEREAS, |
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| October 22, 2012 |
AETNA AND COVENTRY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Exhibit 99.1 AETNA AND COVENTRY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The unaudited pro forma condensed combined statements of income for the fiscal year ended December 31, 2011, and for the six months ended June 30, 2012, combine the historical consolidated statements of income of Aetna Inc. (“Aetna”) and Coventry Health Care, Inc. (“Coventry”), giving effect to the merger o |
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| October 22, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2012 Aetna Inc. (Exact name of registrant as specified in its charter) Pennsylvania 1-16095 23-2229683 (State or other jurisdiction of incorporation) (Commission File Numb |
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| October 18, 2012 |
Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 5, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) October 5, 2012 (October 5, 2012) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction o |
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| October 5, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2012 Aetna Inc. (Exact name of registrant as specified in its charter) Pennsylvania 1-16095 23-2229683 (State or other jurisdiction of (Commission (IRS Employer incorporati |
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| October 5, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) October 5, 2012 (October 5, 2012) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction o |
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| September 14, 2012 |
Filed by Aetna Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Coventry Health Care, Inc. (Commission File No.: 1-16477) The following excerpt is from a transcript of a CNBC Squawk Box interview with Mark Bertolini. A video of the inteview was posted to Aetna’s internal website on September 14, |
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| September 13, 2012 |
Filed by Aetna Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Coventry Health Care, Inc. (Commission File No.: 1-16477) The following transcript was made available by Aetna on its website on September 13, 2012: THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT AET - Aetna Inc. at Morgan Stanley H |
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| September 13, 2012 |
Filed by Aetna Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Coventry Health Care, Inc. (Commission File No.: 1-16477) The following excerpts are from a transcript of a CNBC interview with Mark Bertolini. The transcript was posted to Aetna's internal website on September 13, 2012. * * * “Bern |
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| September 7, 2012 |
Merger Prospectus - MESSAGE FROM AETNA CHAIRMAN AND CEO MARK BERTOLINI Message from Aetna Chairman and CEO Mark Bertolini Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Coventry Health Care, Inc. |
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| September 7, 2012 |
Filed by Aetna Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Coventry Health Care, Inc. (Commission File No.: 1-16477) Message from Aetna Chairman and CEO Mark Bertolini to Employees of Coventry Health Care Hi. I’m Mark Bertolini, Aetna’s Chairman and CEO. I wanted to take a few minutes today |
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| September 7, 2012 |
Form 425 Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Coventry Health Care, Inc. |
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| August 22, 2012 |
GOLDMAN SACHS BANK USA 200 West Street New York, New York 10282-2198 Exhibit 2.2 GOLDMAN SACHS BANK USA 200 West Street New York, New York 10282-2198 UBS SECURITIES LLC 299 Park Avenue New York, New York 10171 UBS LOAN FINANCE LLC 677 Washington Boulevard Stamford, Connecticut 06901 CONFIDENTIAL August 19, 2012 Aetna Inc. 151 Farmington Avenue Hartford, CT 06156 Attention: Alfred P. Quirk, Jr. Vice President, Finance and Treasurer Project Jaguar Commitment Letter L |
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| August 22, 2012 |
Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER dated as of August 19, 2012 among AETNA INC., JAGUAR MERGER SUBSIDIARY, INC. and COVENTRY HEALTH CARE, INC. TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretative Provisions 13 ARTICLE 2 THE MERGER Section 2.01. The Merger 14 Section 2.02. Conversion of Shares 15 Section 2. |
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| August 22, 2012 |
Merger Prospectus - FORM 425 - AETNA COVENTRY WEB ANNONCEMENT FINAL FSBP Form 425 - Aetna Coventry Web Annoncement final FSBP Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Coventry Health Care, Inc. |
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| August 22, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 19, 2012 Aetna Inc. |
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| August 22, 2012 |
Merger Prospectus - FORM 425 - AETNA COVENTRY WEB ANNONCEMENT FINAL RCBP Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Coventry Health Care, Inc. |
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| August 22, 2012 |
Merger Prospectus - FORM 425 - CONFERENCE CALL TRANSCRIPT Form 425 - Conference Call Transcript Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Coventry Health Care, Inc. |
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| August 21, 2012 |
Merger Prospectus - FORM 425 - FIRST HEALTH Form 425 - First Health Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Coventry Health Care, Inc. |
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| August 21, 2012 |
Merger Prospectus - FORM 425 - BROKER SERVICES Form 425 - Broker Services Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Coventry Health Care, Inc. |
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| August 21, 2012 |
Filed by Aetna Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Coventry Health Care, Inc. (Commission File No.: 1-16477) The following transcript was made available by Aetna on its website on August 21, 2012: THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT AET - Aetna Inc. Conference Call to Dis |
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| August 20, 2012 |
Filed by Aetna Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Coventry Health Care, Inc. (Commission File No.: 1-16477) The following communication was delivered to Aetna’s Brokers and their National Broker Advisory Committee: Aetna Enters Into Agreement To Acquire Coventry Health Care, Inc. W |
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| August 20, 2012 |
Filed by Aetna Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Coventry Health Care, Inc. (Commission File No.: 1-16477) Mark Bertolini video message to Aetna employees [on screen graphic: Mark Bertolini comments on Coventry acquisition] I want to take a few minutes today to talk about our plan |
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| August 20, 2012 |
Merger Prospectus - FORM 425 - CLIENT BOILERPLATE Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Coventry Health Care, Inc. |
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| August 20, 2012 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) August 20, 2012 (August 19, 2012) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction of inc |
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| August 20, 2012 |
Merger Prospectus - FORM 425 - COMMUNITY BOILERPLATE Form 425 - Community Boilerplate Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Coventry Health Care, Inc. |
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| August 20, 2012 |
Filed by Aetna Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Coventry Health Care, Inc. (Commission File No.: 1-16477) The following NetCom communication was distributed by Aetna: Date: August 20, 2012 Action Required: FYI Overview: This morning we issued a press release announcing that Aetna |
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| August 20, 2012 |
Filed by Aetna Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Coventry Health Care, Inc. (Commission File No.: 1-16477) Key Provider Stakeholder Note An Update from Aetna Provider Executive, Title August 20, 2012 We want to share some important news with you. This morning we issued a press rel |
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| August 20, 2012 |
Filed by Aetna Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Coventry Health Care, Inc. (Commission File No.: 1-16477) The following is a summary of certain 2012 projected financial information and metrics provided by Aetna on August 20, 2012. This information is provided for reference only, |
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| August 20, 2012 |
Filed by Aetna Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Coventry Health Care, Inc. (Commission File No.: 1-16477) The following slides were presented at Aetna's Investor Presentation: [aetna logo] Aetna to Acquire Coventry AUGUST 20, 2012 Participants Mark Bertolini Chairman, Chief Execu |
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| August 20, 2012 |
Merger Prospectus - FORM 425 - SUPPLIER BOILERPLATE Form 425 - Supplier Boilerplate Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Coventry Health Care, Inc. |
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| August 20, 2012 |
425 Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Coventry Health Care, Inc. |
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| August 20, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) August 20, 2012 (August 19, 2012) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction of inc |
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| August 20, 2012 |
Form 425 Aetna to Acquire Coventry AUGUST 20, 2012 Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Coventry Health Care, Inc. |
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| August 20, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) August 20, 2012 (August 19, 2012) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction o |
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| August 20, 2012 |
Form 425 Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Coventry Health Care, Inc. |
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| August 20, 2012 |
Filed by Aetna Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Coventry Health Care, Inc. (Commission File No.: 1-16477) The following communication was distributed by Aetna: Coventry Key Themes Aetna’s competitive strategy is built on a diversified set of core and emerging businesses that enab |
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| August 20, 2012 |
Filed by Aetna Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Coventry Health Care, Inc. (Commission File No.: 1-16477) The following Fact Sheet was distributed by Aetna: AETNA TO ACQUIRE COVENTRY HEALTH CARE, INC. Companies Description Aetna (NYSE: ΑET) is one of the nation's leaders in healt |
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| August 20, 2012 |
Merger Prospectus - FORM 425 - CLIENT EMPLOYEE MESSAGES Form 425 - Client Employee Messages Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Coventry Health Care, Inc. |
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| August 20, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 19, 2012 Aetna Inc. |
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| August 20, 2012 |
Filed by Aetna Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Coventry Health Care, Inc. (Commission File No.: 1-16477) PAL Message Please share this information with your medical society contacts, as you feel appropriate. We want to share some important news with you. This morning we issued a |
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| August 20, 2012 |
Filed by Aetna Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Coventry Health Care, Inc. (Commission File No.: 1-16477) The following Customer Service Talking Points were distributed by Aetna: Claim and Call Policy Communication – for member, plan sponsor and provider services Aetna has entere |
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| August 20, 2012 |
Filed by Aetna Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Coventry Health Care, Inc. (Commission File No.: 1-16477) The following announcement was posted to Aetna’s internal website: AetNet announcement Aetna announces intent to acquire Coventry Health Care This morning, Aetna announced an |
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| August 20, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) August 20, 2012 (August 19, 2012) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction o |
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| August 20, 2012 |
Agreement and Plan of Merger Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER dated as of August 19, 2012 among AETNA INC., JAGUAR MERGER SUBSIDIARY, INC. and COVENTRY HEALTH CARE, INC. TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretative Provisions 13 ARTICLE 2 THE MERGER Section 2.01. The Merger 14 Section 2.02. Conve |
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| August 20, 2012 |
Merger Prospectus - FORM 425 - AETNA COVENTRY FACT SHEET Form 425 - Aetna Coventry Fact Sheet Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Coventry Health Care, Inc. |
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| August 20, 2012 |
Merger Prospectus - FORM 425 - PROVIDER BOILERPLATE Form 425 - Provider Boilerplate Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Coventry Health Care, Inc. |
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| August 20, 2012 |
Filed by Aetna Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Coventry Health Care, Inc. (Commission File No.: 1-16477) Field Communications August 20, 2012 Aetna to Acquire Coventry Contacts · Communications Mailbox Overview: Today Aetna announced it has entered into a definitive agreement to |
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| August 20, 2012 |
Filed by Aetna Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Coventry Health Care, Inc. (Commission File No.: 1-16477) The following communication was delivered to Aetna Customers: Aetna Enters into Agreement to Acquire Coventry Health Care, Inc. We want to share some important news with you, |
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| August 20, 2012 |
Filed by Aetna Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Coventry Health Care, Inc. (Commission File No.: 1-16477) The following Frequently Asked Questions were distributed by Aetna: Coventry Transaction Frequently Asked Questions General/Financial Impact Why is Aetna acquiring Coventry a |
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| August 20, 2012 |
Merger Prospectus - FORM 425 - BROKER BOILERPLATE Form 425 - Broker Boilerplate Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Coventry Health Care, Inc. |
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| August 20, 2012 |
Filed by Aetna Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Coventry Health Care, Inc. (Commission File No.: 1-16477) The following communication was delivered to Aetna’s National Accounts Consultants: Aetna Enters Into Agreement To Acquire Coventry Health Care, Inc. We want to share some im |
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| August 20, 2012 |
Agreement and Plan of Merger Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER dated as of August 19, 2012 among AETNA INC., JAGUAR MERGER SUBSIDIARY, INC. and COVENTRY HEALTH CARE, INC. TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretative Provisions 13 ARTICLE 2 THE MERGER Section 2.01. The Merger 14 Section 2.02. Conve |
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| August 20, 2012 |
Merger Prospectus - FORM 425 MEETING PRESENTATION Form 425 Meeting Presentation AETNA AND COVENTRY Positioned for Growth August 20, 2012 Filing pursuant to Rule 425 under the Securities Act of 1933, as amended Deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Filer: Coventry Health Care, Inc. |
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| August 20, 2012 |
Filed by Aetna Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Coventry Health Care, Inc. (Commission File No.: 1-16477) Aetna Media Contact: Jill Griffiths 860-273-8162 [email protected] Coventry Media Contact: Kristine Grow 301-581-5729 [email protected] Aetna Investor Contact: Tom Cowhey 8 |
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| August 20, 2012 |
Filed by Aetna Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Coventry Health Care, Inc. (Commission File No.: 1-16477) Physician Advisory Board An Update from Lonny Reisman, M.D., Chairman August 20, 2012 We want to share some important news with you. This morning we issued a press release an |
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| August 6, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period June 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 1-16477 COVENTRY HEALTH CARE, INC. (E |
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| July 27, 2012 |
Coventry Health Care Reports Second Quarter Earnings Contact: Randy Giles EVP, Chief Financial Officer (301) 581-5687 Drew Asher SVP, Corporate Finance (301) 581-5717 Coventry Health Care Reports Second Quarter Earnings BETHESDA, Md. |
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| July 27, 2012 |
VIA EDGAR July 27, 2012 Mr. Jim B. Rosenberg Senior Assistant Chief Accountant United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Coventry Health Care, Inc. Form 10-K for the Fiscal Year Ended December 31, 2011 Filed February 28, 2012 File No. 001-16477 Dear Mr. Rosenberg: On behalf of Coventry Health Care, Inc. (the “Company,” “we” or “our”), this letter |
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| July 27, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) July 27, 2012 COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter) Delaware 1-16477 52-2073000 (State or other jurisdiction of incorporation) (Commission F |
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| June 27, 2012 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K (Mark One): [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
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| June 19, 2012 |
Regulation FD Disclosure - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) June 19, 2012 COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction of incorporation) (Commission |
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| May 31, 2012 |
PERFORMANCE SHARE UNITS AGREEMENT Form of 2012 Performance Share Units Award Agreement Exhibit 10.2 PERFORMANCE SHARE UNITS AGREEMENT THIS PERFORMANCE SHARE UNITS AGREEMENT (“Agreement”) is made and entered into as of , 20 by and between COVENTRY HEALTH CARE, INC., a Delaware corporation, (the “Company”) and (“Holder”). 1. Award. The Company hereby awards Holder Performance Share Units (collectively, “PSUs”, singularly, “PSU”), su |
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| May 31, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 31, 2012 (May 24, 2012) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction of inco |
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| May 31, 2012 |
Exhibit 10.1 PLEASE READ THIS DOCUMENT CAREFULLY. IT WILL RELEASE AND WAIVE LEGAL CLAIMS AND RIGHTS YOU MAY HAVE. YOU ARE ADVISED TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS DOCUMENT. SEPARATION AGREEMENT AND RELEASE 1. Definitions. All words used in this Separation Agreement and Release (“Release”) have their plain meanings in ordinary English. Specific terms used in this Release have the fol |
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| May 21, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 21, 2012 (May 17, 2012) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction of incorporation |
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| May 21, 2012 |
AMENDED AND RESTATED BYLAWS OF COVENTRY HEALTH CARE, INC. (As Amended and Restated on May 17, 2012) ARTICLE I. OFFICES 1.1 Principal Offices. The principal offices of Coventry Health Care, Inc., a Delaware corporation (the “Corporation”), shall be established by the Board of Directors from time to time and shall initially be located at 6705 Rockledge Drive, Suite 900, Bethesda, Maryland 20817. 1.2 |
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| May 21, 2012 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION COVENTRY HEALTH CARE, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COVENTRY HEALTH CARE, INC. Coventry Health Care Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Coventry Health Care, Inc. The original Certificate of Incorporation of the corporation was filed with the Delaware Secretary of Sta |
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| May 8, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period March 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 1-16477 COVENTRY HEALTH CARE, INC. ( |
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| April 27, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) April 27, 2012 COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter) Delaware 1-16477 52-2073000 (State or other jurisdiction of incorporation) (Commission |
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| April 27, 2012 |
Coventry Health Care Reports First Quarter Earnings Contact: Randy Giles Chief Financial Officer (301) 581-5687 Drew Asher SVP, Corporate Finance (301) 581-5717 Coventry Health Care Reports First Quarter Earnings BETHESDA, Md. |
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| April 6, 2012 |
Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 6, 2012 |
- DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 27, 2012 |
PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 22, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) March 22, 2012 (March 16, 2012) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction of incorpora |
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| March 22, 2012 |
EX-10.1 3 exhibit10103222012.htm EXHIBIT10.1 PLEASE READ THIS DOCUMENT CAREFULLY. IT WILL RELEASE AND WAIVE LEGAL CLAIMS AND RIGHTS YOU MAY HAVE. YOU ARE ADVISED TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS DOCUMENT. SEPARATION AGREEMENT AND RELEASE 1. Definitions. All words used in this Separation Agreement and Release (“Release”) have their plain meanings in ordinary English. Specific terms u |
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| March 12, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) March 12, 2012 COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter) Delaware 1-16477 52-2073000 (State or other jurisdiction of incorporation) (Commission |
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| March 12, 2012 |
Coventry Health Care Initiates Quarterly Cash Dividend EX-99.1 3 exhibit99103122012.htm EXHIBIT 99.1 Exhibit 99.1 Contact: Randy Giles Chief Financial Officer (301) 581-5687 Drew Asher SVP, Corporate Finance (301) 581-5717 Coventry Health Care Initiates Quarterly Cash Dividend BETHESDA, Md. (March 12, 2012) – Coventry Health Care, Inc. (NYSE: CVH) announced today that its Board of Directors has approved the initiation of a quarterly cash dividend to i |
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| March 12, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Coventry Health Care, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 222862104 (CUSIP Number) February 29, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| February 28, 2012 |
Coventry Health Care, Inc. (“Coventry”) Summary of Non-Employee Directors’ Compensation Exhibit 10.19 Coventry Health Care, Inc. (“Coventry”) Summary of Non-Employee Directors’ Compensation The following table summarizes the components and amounts of the compensation to be paid to eligible non-employee directors for their services in 2012 under the Compensation Program for Non-Employee Directors (the “Program”). Compensation Components Board or Committee Compensation Annual Compensat |
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| February 28, 2012 |
Exhibit 10.11 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made the 30th day of October, 2010, by and between Coventry Health Care, Inc., a Delaware corporation (the “Company”) and Kevin P. Conlin (the “Executive”). For purposes of this Agreement, “Company” shall also include all subsidiaries and affiliates of Coventry Health Care, Inc. WHEREAS, the Executive desires to enter in |
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| February 28, 2012 |
For the year ended December 31, Exhibit 12 Computation of Ratio of Earnings to Fixed Charges (Dollars in thousands) For the year ended December 31, 2011 2010 2009 2008 2007 Continuing operations earnings before income taxes (1) $ 858,101 $ 686,534 $ 504,554 $ 571,861 $ 963,212 Fixed charges 110,401 91,450 96,300 108,484 91,607 Earnings before income taxes and fixed charges $ 968,502 $ 777,984 $ 600,854 $ 680,345 $ 1,054,819 Fixed charges: Interest expense $ 99,062 $ 80,418 $ 84,875 $ 96,386 $ 82,217 Portion of rental expense representative of interest factor (2) 11,339 11,032 11,425 12,098 9,390 Total fixed charges $ 110,401 $ 91,450 $ 96,300 $ 108,484 $ 91,607 Ratio of earnings to fixed charges 8. |
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| February 28, 2012 |
Exhibit 21 EXHIBIT “A” COVENTRY HEALTH CARE, INC. LIST OF SUBSIDAIRES December 31, 2011 Wholly Owned Subsidiaries State of Organization Altius Health Plans Inc. (Does business as Altius) Utah Carelink Health Plans, Inc. West Virginia Coventry Consumer Advantage, Inc. Delaware CHC Casualty Risk Retention Group, Inc. Vermont Coventry Financial Management Services, Inc. Delaware Coventry Health and L |
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| February 28, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2011 OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 1-16477 COVENTRY HEALTH CARE, INC. (Exact name of registrant as specifi |
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| February 28, 2012 |
RESTRICTED STOCK UNITS AGREEMENT Exhibit 10.29 RESTRICTED STOCK UNITS AGREEMENT THIS RESTRICTED STOCK UNITS AGREEMENT (“Agreement”) is made and entered into as of , 20 by and between COVENTRY HEALTH CARE, INC., a Delaware corporation, (the “Company”) and (“Holder”). 1. Award. The Company hereby awards Holder Restricted Stock Units (collectively, “RSUs”, singularly, “RSU”), subject to the terms and conditions of this Agreement and |
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| February 28, 2012 |
PERFORMANCE SHARE UNITS AGREEMENT Exhibit 10.28 PERFORMANCE SHARE UNITS AGREEMENT THIS PERFORMANCE SHARE UNITS AGREEMENT (“Agreement”) is made and entered into as of , 20 by and between COVENTRY HEALTH CARE, INC., a Delaware corporation, (the “Company”) and (“Holder”). 1. Award. The Company hereby awards Holder Performance Share Units (collectively, “PSUs”, singularly, “PSU”), subject to the terms and conditions of this Agreement |
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| February 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Coventry Health Care, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 222862104 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| February 9, 2012 |
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT Exhibit 10.1 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT The Employment Agreement, dated May 17, 2009 and effective as of February 2, 2009 (hereinafter the “Agreement”) by and between Coventry Health Care, Inc., a Delaware corporation, and Harvey C. DeMovick, Jr., is hereby amended by this Amendment No. 1, entered into as of February 7, 2012, with an effective date of January 1, 2012. Capitalized term |
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| February 9, 2012 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) February 9, 2012 (February 7, 2012) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter) Delaware 1-16477 52-2073000 (State or other jurisdiction of in |
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| February 8, 2012 |
CVH / Coventry Health Care Inc / VANGUARD GROUP INC Passive Investment coventryhealthcareinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:0 )* Name of issuer: Coventry Health Care Inc Title of Class of Securities: Common Stock CUSIP Number: 222862104 Date of Event Which Requires Filing of this Statement: December 31, 2011 Check the approp |
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| February 8, 2012 |
Contact: Randy Giles Chief Financial Officer (301) 581-5687 Drew Asher SVP, Corporate Finance (301) 581-5717 Coventry Health Care Reports Fourth Quarter Earnings Announces 2012 EPS Guidance Range of $3. |
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| February 8, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) February 8, 2012 COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter) Delaware 1-16477 52-2073000 (State or other jurisdiction of incorporation) (Commissio |
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| February 6, 2012 |
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT EXHIBIT 10.1 Exhibit 10.1 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT The Employment Agreement, dated April 30, 2009 and effective as of January 26, 2009 (the “Employment Agreement”), as amended by Amendment No. 1, dated June 16, 2010, by and between Coventry Health Care, Inc., a Delaware corporation, and Allen F. Wise, is hereby further amended by this Amendment No. 2, entered into as of January 31, |
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| February 6, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) February 6, 2012 (January 31, 2012) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction of incor |
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| February 1, 2012 |
2012 Coventry Health Care, Inc. Executive Management Incentive Plan 2012 Coventry Health Care, Inc. Executive Management Incentive Plan Exhibit 10.1 2012 Coventry Health Care, Inc. Executive Management Incentive Plan Section 1. Purpose The purpose of this Plan is to advance the interests of the Company and its shareholders by attracting and retaining key employees, and by stimulating the efforts of such employees to contribute to the continued success and growth o |
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| February 1, 2012 |
FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) February 1, 2012 (January 26, 2012) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction |
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| January 26, 2012 |
CVH / Coventry Health Care Inc / VANGUARD SPECIALIZED FUNDS Passive Investment coventryhealthcareinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:4 )* Name of issuer: Coventry Health Care Inc Title of Class of Securities: Common Stock CUSIP Number: 222862104 Date of Event Which Requires Filing of this Statement: December 31, 2011 Check the approp |
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| January 20, 2012 |
Employment Agreement dated January 13, 2012 Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made the 13th day of January, 2012, by and between Coventry Health Care, Inc., a Delaware corporation (the “Company”) and John J. Stelben (the “Executive”). For purposes of this Agreement, “Company” shall also include all subsidiaries and affiliates of Coventry Health Care, Inc. |
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| January 20, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) January 20, 2012 (January 13, 2012) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction |
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| January 5, 2012 |
POWER OF ATTORNEY I, Michael A. Stocker, M.D., a Director of Coventry Health Care, Inc. (the "Company"), hereby authorize and designate Shirley R. Smith or Thomas C. Zielinski, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securities Exchange Act of 1934 with respect to |
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| December 30, 2011 |
POWER OF ATTORNEY I, Patrisha L. Davis, Chief HR Officer of Coventry Health Care, Inc. (the ?Company?), hereby authorize and designate Shirley R. Smith and Thomas C. Zielinski, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securities Exchange Act of 1934 with respect to |
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| December 16, 2011 |
AMENDED POWER OF ATTORNEY I, Michael Dean Bahr, Executive Vice President of Coventry Health Care, Inc. |
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| December 16, 2011 |
POWER OF ATTORNEY I, Lawrence N. Kugelman, Director of Coventry Health Care, Inc. (the “Company”), hereby authorize and designate Shirley R. Smith or Thomas C. Zielinski, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securities Exchange Act of 1934 with respect to the C |
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| November 22, 2011 |
COVENTRY HEALTH CARE COMPLIANCE AND ETHICS PROGRAM Code of Business Conduct and Ethics COVENTRY HEALTH CARE COMPLIANCE AND ETHICS PROGRAM Code of Business Conduct and Ethics Page 1 of 25 TABLE OF CONTENTS MESSAGE FROM THE CEO 3 I. |
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| November 22, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) November 22, 2011 (November 16, 2011) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction of inc |
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| November 18, 2011 |
POWER OF ATTORNEY I, John J. Stelben, Senior Vice President and Interim Chief Executive Officer of Coventry Health Care, Inc. (the "Company"), hereby authorize and designate Shirley R. Smith or Thomas C. Zielinski, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securitie |
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| November 4, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period September 30, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 1-16477 COVENTRY HEALTH CARE, IN |
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| October 28, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) October 28, 2011 COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter) Delaware 1-16477 52-2073000 (State or other jurisdiction of incorporation) (Commissio |
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| October 28, 2011 |
Coventry Health Care Reports Third Quarter Earnings Contact: Randy Giles Chief Financial Officer (301) 581-5687 Drew Asher SVP, Corporate Finance (301) 581-5717 Coventry Health Care Reports Third Quarter Earnings BETHESDA, Md. |
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| September 21, 2011 |
POWER OF ATTORNEY I, Michael A. Stocker, M.D., a Director of Coventry Health Care, Inc. (the "Company"), hereby authorize and designate Shirley R. Smith or Thomas C. Zielinski, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securities Exchange Act of 1934 with respect to |
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| August 5, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period June 30, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 1-16477 COVENTRY HEALTH CARE, INC. (E |
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| July 29, 2011 |
Coventry Health Care Reports Second Quarter Earnings Contact: Randy Giles Chief Financial Officer (301) 581-5687 Drew Asher SVP, Corporate Finance (301) 581-5717 Coventry Health Care Reports Second Quarter Earnings BETHESDA, Md. |
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| July 29, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) July 29, 2011 COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction of incorporation) (Commission |
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| July 13, 2011 |
6705 Rockledge Drive • Suite 900 • Bethesda, MD 20817-1850 301-581-0600 • 800-843-7421 VIA EDGAR July 13, 2011 Mr. Jim B. Rosenberg Senior Assistant Chief Accountant United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Coventry Health Care, Inc. Form 10-K for the Fiscal Year Ended December 31, 2010 Filed February 25, 2011 File No. 001-16477 Dear Mr. Rosenberg: This letter is the response of Coventry Health Care, Inc. (“the Company,” “we,” or “ |
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| June 24, 2011 |
POWER OF ATTORNEY I, John J. Stelben, Senior Vice President and Interim Chief Executive Officer of Coventry Health Care, Inc. (the "Company"), hereby authorize and designate Shirley R. Smith or Thomas C. Zielinski, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securitie |
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| June 24, 2011 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K (Mark One): [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
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| June 24, 2011 |
POWER OF ATTORNEY I, Michael Dean Bahr, Executive Vice President of Coventry Health Care, Inc. |
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| June 24, 2011 |
POWER OF ATTORNEY I, Kenneth A. Burdick a Senior Vice President of Coventry Health Care, Inc. (the "Company"), hereby authorize and designate Shirley R. Smith or Thomas C. Zielinski, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form ID, 3, Form 4 or Form 5 under Section 16 of the Securities Exchange Act of 1934 with |
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| June 22, 2011 |
COVENTRY HEALTH CARE ENTERS INTO NEW CREDIT FACILITY exv99w1 Exhibit 99.1 Contact: Randy Giles Chief Financial Officer (301) 581-5687 Drew Asher SVP, Corporate Finance (301) 581-5717 COVENTRY HEALTH CARE ENTERS INTO NEW CREDIT FACILITY BETHESDA, Md. (June 22, 2011) — Coventry Health Care, Inc. (NYSE: CVH) announced today that it has entered into a new $750 million five-year unsecured revolving credit facility which will be undrawn at issuance. All o |
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| June 22, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) June 22, 2011 (June 22, 2011) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction of incorporati |
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| June 22, 2011 |
exv10w1 Exhibit 10.1 EXECUTION VERSION U.S. $750,000,000 CREDIT AGREEMENT Dated as of June 22, 2011 among COVENTRY HEALTH CARE, INC. as Borrower and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and THE INITIAL ISSUING BANKS NAMED HEREIN as Initial Issuing Banks and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Administrative Agent and CITIBANK, N.A. and BANK OF AMERICA, N.A. as Syndication A |
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| June 7, 2011 |
exv4w4 Exhibit 4.4 COVENTRY HEALTH CARE, INC. OFFICERS’ CERTIFICATE PURSUANT TO THE INDENTURE June 7, 2011 Reference is made to the Indenture (as supplemented, the “Indenture”), dated as of March 20, 2007, between Coventry Health Care, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A. (successor to The Bank of New York, N.A.), as supplemented by the |
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| June 7, 2011 |
exv4w5 Exhibit 4.5 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION (“DTC” OR THE “DEPOSITARY”). UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE |
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| June 7, 2011 |
exv4w3 Exhibit 4.3 Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of June 7, 2011, among COVENTRY HEALTH CARE, INC., a Delaware corporation (the “Company”), and UNION BANK, NATIONAL ASSOCIATION, a national banking association, as trustee with respect to the series of Securities specified below under the Indenture referred to below (the “New Trustee”). WITNESSETH: WH |
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| June 7, 2011 |
exv99w1 Exhibit 99.1 Contact: Randy Giles Chief Financial Officer (301) 581-5687 Drew Asher SVP, Corporate Finance (301) 581-5717 COVENTRY HEALTH CARE COMPLETES $600 MILLION, 10-YEAR SENIOR NOTES OFFERING BETHESDA, Md. (June 7, 2011) — Coventry Health Care, Inc. (NYSE: CVH) announced today that it has completed a $600 million public offering of 5.45% Senior Notes due 2021. The company intends to u |
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| June 7, 2011 |
e8vk UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) June 7, 2011 (June 2, 2011) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction of incorpor |
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| June 7, 2011 |
COVENTRY HEALTH CARE, INC. 5.450% Senior Notes Due 2021 Underwriting Agreement Exhibit 1.1 EXECUTION COPY COVENTRY HEALTH CARE, INC. 5.450% Senior Notes Due 2021 Underwriting Agreement June 2, 2011 Citigroup Global Markets Inc. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated As Representatives of the several Underwriters named in Schedule I hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York, 10179 Ladies and Gentlemen: C |
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| June 3, 2011 |
Table of Contents Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-174653 CALCULATION OF REGISTRATION FEE Maximum Offering Maximum Title of Each Class of Amount to Be Price Aggregate Amount of Securities to be Registered Registered Per Unit Offering Price Registration Fee (1) 5.450% Senior Notes due 2021 $ 600,000,000 99.800% $ 598,800,000 $ 69,660 (1) Calculated in accordance with |
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| June 2, 2011 |
As filed with the Securities and Exchange Commission on June 2, 2011 sv3asr Table of Contents As filed with the Securities and Exchange Commission on June 2, 2011 Registration Statement No. |
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| June 2, 2011 |
fwp Filed Pursuant to Rule 433 Registration Statement No. 333-174653 Dated June 2, 2011 COVENTRY HEALTH CARE, INC. 5.450% SENIOR NOTES DUE 2021 Issuer: Coventry Health Care, Inc. Principal Amount: $600,000,000 Security Type: Senior Notes Legal Format: SEC Registered Trade Date: June 2, 2011 Settlement Date: June 7, 2011 (T+3) Maturity Date: June 15, 2021 Issue Price: 99.800% of principal amount Co |
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| June 2, 2011 |
exv12w1 Exhibit 12.1 Computation of Ratio of Earnings to Fixed Charges (Dollars in thousands) Quarter ended For the year ended December 31, March 2011 2010 2009 2008 2007 2006 Continuing operations earnings before income taxes (1) $ 170,904 $ 686,534 $ 504,554 $ 571,861 $ 936,212 $ 883,021 Fixed charges 22,893 91,450 96,300 108,484 91,607 59,347 Earnings before income taxes and fixed charges $ 193 |
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| June 2, 2011 |
ARTICLE I AMENDMENTS TO THE INDENTURE exv4w3 Exhibit 4.3 Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of June , 2011, among COVENTRY HEALTH CARE, INC., a Delaware corporation (the “Company”), and UNION BANK, NATIONAL ASSOCIATION, a national banking association, as trustee with respect to the series of Securities specified below under the Indenture referred to below (the “New Trustee”). WITNESSETH: WHE |
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| June 2, 2011 |
exv25w1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE o Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) UNION BANK, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 94-0304228 I.R.S. Employ |
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| May 31, 2011 |
Exhibit 99.1 Contact: Randy Giles Chief Financial Officer (301) 581-5687 Drew Asher SVP, Corporate Finance (301) 581-5717 COVENTRY HEALTH CARE ANNOUNCES RESOLUTION OF PREVIOUSLY DISCLOSED LOUISIANA PROVIDER CLASS ACTION LITIGATION BETHESDA, Md. (May 31, 2011) — Coventry Health Care, Inc. (NYSE: CVH) announced today that final court approval has been received and all other contingencies have been s |
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| May 31, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 31, 2011 (May 27, 2011) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction of incorporation |
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| May 25, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 25, 2011 (May 19, 2011) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction of incorporation |
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| May 24, 2011 |
POWER OF ATTORNEY I, John J. Ruhlmann, Vice President and Controller of Coventry Health Care, Inc. (the “Company”), hereby authorize and designate Shirley R. Smith or Thomas C. Zielinski, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securities Exchange Act of 1934 with |
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| May 24, 2011 |
POWER OF ATTORNEY I, John J. Stelben, Senior Vice President and Interim Chief Executive Officer of Coventry Health Care, Inc. (the "Company"), hereby authorize and designate Shirley R. Smith or Thomas C. Zielinski, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securitie |
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| May 24, 2011 |
POWER OF ATTORNEY I, Michael Dean Bahr, Executive Vice President of Coventry Health Care, Inc. |
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| May 24, 2011 |
POWER OF ATTORNEY I, David W. Young, Chief Executive Officer of Coventry Health Care Workers Compensation, a significant business unit of Coventry Health Care, Inc. (the "Company"), hereby authorize and designate Shirley R. Smith or Thomas C. Zielinski, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or F |
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| May 5, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period March 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 1-16477 COVENTRY HEALTH CARE, INC. ( |
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| May 5, 2011 |
EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made the 29th day of April, 2011, by and between Coventry Health Care, Inc. |
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| May 5, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) May 5, 2011 (April 29, 2011) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction of incorporatio |
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| May 4, 2011 |
Schedule A Harve Demovick Shares Price Shares Price 1,128 $ 33.15 1,166 $ 33.15 200 $ 33.14 800 $ 33.14 300 $ 33.13 900 $ 33.13 100 $ 33.12 300 $ 33.12 100 $ 33.11 100 $ 33.11 400 $ 33.10 1,200 $ 33.10 100 $ 33.09 300 $ 33.09 300 $ 33.08 900 $ 33.08 500 $ 33.07 1,261 $ 33.07 600 $ 33.06 2,000 $ 33.06 2,000 $ 33.05 4,763 $ 33.05 900 $ 33.04 3,089 $ 33.04 100 $ 33.04 1,277 $ 33.03 300 $ 33.03 100 $ |
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| April 29, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) April 29, 2011 COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction of incorporation) (Commission |
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| April 29, 2011 |
Coventry Health Care Reports First Quarter Earnings Contact: John Stelben Interim Chief Financial Officer (301) 581-5729 Drew Asher SVP, Corporate Finance (301) 581-5717 Coventry Health Care Reports First Quarter Earnings BETHESDA, Md. |
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| April 8, 2011 |
defa14a UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. |
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| April 8, 2011 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. |
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| March 25, 2011 |
POWER OF ATTORNEY I, Harvey C. DeMovick, Jr., Senior Vice President, Customer Service Operations and Chief Information Officer of Coventry Health Care, Inc. (the ?Company?), hereby authorize and designate Shirley R. Smith or Thomas C. Zielinski, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 un |
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| March 9, 2011 |
Executive Incentive Compensation Recoupment Policy Executive Incentive Compensation Recoupment Policy The purpose of this Policy is to help ensure that executive officers act in the best interests of the Company. |
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| March 9, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) March 9, 2011 (March 3, 2011) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction of incorporati |
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| March 9, 2011 |
COVENTRY HEALTH CARE, INC. AMENDED AND RESTATED 2004 INCENTIVE PLAN (March 3, 2011) COVENTRY HEALTH CARE, INC. AMENDED AND RESTATED 2004 INCENTIVE PLAN (March 3, 2011) Section 1. Purpose; Definitions. The purpose of the 2004 Incentive Plan (the ?Plan?) is to enable Coventry Health Care, Inc., a Delaware corporation (the ?Company?), to attract, retain and reward key employees of and consultants to the Company and its Subsidiaries and Affiliates, and directors who are not also empl |
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| February 25, 2011 |
Coventry Health Care, Inc. (?Coventry?) Summary of Non-Employee Directors? Compensation Exhibit 10.18 Coventry Health Care, Inc. (“Coventry”) Summary of Non-Employee Directors’ Compensation The following table summarizes the components and amounts of the compensation to be paid to eligible non-employee directors for their services in 2011 under the Compensation Program for Non-Employee Directors (the “Program”). Compensation Components Board or Committee Compensation Annual Compensat |
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| February 25, 2011 |
COVENTRY HEALTH CARE, INC. LIST OF SUBSIDAIRES January 21, 2011 Exhibit 21 EXHIBIT ?A? COVENTRY HEALTH CARE, INC. LIST OF SUBSIDAIRES January 21, 2011 Wholly Owned Subsidiaries State of Organization Altius Health Plans Inc. (Does business as Altius) Utah Carelink Health Plans, Inc. West Virginia Coventry Consumer Advantage, Inc. Delaware CHC Casualty Risk Retention Group, Inc. Vermont Coventry Financial Management Services, Inc. Delaware Coventry Health and Li |
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| February 25, 2011 |
Exhibit 10.11 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made the 18th day of May, 2010, by and between Coventry Health Care, Inc., a Delaware corporation (the “Company”) and Michael Dean Bahr (the “Executive”). For purposes of this Employment Agreement (“Agreement”), “Company” shall also include all subsidiaries and affiliates of Coventry Health Care, Inc. WHEREAS, the Employ |
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| February 25, 2011 |
For the year ended December 31, Exhibit 12 Computation of Ratio of Earnings to Fixed Charges (Dollars in thousands) For the year ended December 31, 2010 2009 2008 2007 2006 Continuing operations earnings before income taxes (1) $ 686,534 $ 504,554 $ 571,861 $ 963,212 $ 883,021 Fixed charges 91,450 96,300 108,484 91,607 59,347 Earnings before income taxes and fixed charges $ 777,984 $ 600,854 $ 680,345 $ 1,054,819 $ 942,368 Fixed charges: Interest expense $ 80,418 $ 84,875 $ 96,386 $ 82,217 $ 52,446 Portion of rental expense representative of interest factor (2) 11,032 11,425 12,098 9,390 6,901 Total fixed charges $ 91,450 $ 96,300 $ 108,484 $ 91,607 $ 59,347 Ratio of earnings to fixed charges 8. |
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| February 25, 2011 |
COVENTRY HEALTH CARE, INC. (?COVENTRY?) Summary of 2011 Executive Management Incentive Plan Exhibit 10.14 COVENTRY HEALTH CARE, INC. (“COVENTRY”) Summary of 2011 Executive Management Incentive Plan 2011 Criteria and Incentives On January 18, 2011, the Compensation Committee of Coventry’s Board of Directors approved the 2011 Executive Management Incentive Plan (“2011 EMIP”), incorporated herein by reference to Exhibit 10.1 to Coventry’s Current Report on Form 8-K filed on January 24, 2011 |
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| February 25, 2011 |
14th JUDICIAL DISTRICT COURT PARISH OF CALCASIEU STATE OF LOUISIANA Exhibit 10.31 14th JUDICIAL DISTRICT COURT PARISH OF CALCASIEU STATE OF LOUISIANA CLARK A. GUNDERSON, M.D., ET AL. SUIT NUMBER: 2004-2417 VERSUS DIVISION: “D” F.A. RICHARD & ASSOCIATES, INC., ET AL. SETTLEMENT AGREEMENT TABLE OF CONTENTS No. Section Page 1 Definitions of Terms of General Application 1 2 Nature and Status of the Class Action and Related Proceedings 9 3 Basis for the Proposed Settle |
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| February 25, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2010 OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 1-16477 COVENTRY HEALTH CARE, INC. (Exact name of registrant as specifi |
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| February 11, 2011 |
POWER OF ATTORNEY I, Allen F. Wise, Director, President and Chief Executive Officer of Coventry Health Care, Inc. (the ?Company?), hereby authorize and designate Shirley R. Smith or Thomas C. Zielinski, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securities Exchange A |
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| February 10, 2011 |
coventryhealthcareamd3.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:3 )* Name of issuer: COVENTRY HEALTH CARE INC Title of Class of Securities: COMMON STOCK CUSIP Number: 222862104 Date of Event Which Requires Filing of this Statement: December 31, 2010 Check the appro |
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| February 8, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) February 8, 2011 COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction of incorporation) (Commissi |
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| February 8, 2011 |
Coventry Health Care Reports Fourth Quarter Earnings Contact: John Stelben Interim Chief Financial Officer (301) 581-5729 Drew Asher SVP, Corporate Finance (301) 581-5717 Coventry Health Care Reports Fourth Quarter Earnings BETHESDA, Md. |
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| February 4, 2011 |
POWER OF ATTORNEY I, Kenneth A. Burdick a Senior Vice President of Coventry Health Care, Inc. (the "Company"), hereby authorize and designate Shirley R. Smith or Thomas C. Zielinski, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form ID, 3, Form 4 or Form 5 under Section 16 of the Securities Exchange Act of 1934 with |
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| January 24, 2011 |
2011 Coventry Health Care, Inc. Executive Management Incentive Plan exv10w1 Exhibit 10.1 2011 Coventry Health Care, Inc. Executive Management Incentive Plan Section 1. Purpose The purpose of this Plan is to advance the interests of the Company and its shareholders by attracting and retaining key employees, and by stimulating the efforts of such employees to contribute to the continued success and growth of the business of the Company. This Plan is governed by the |
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| January 24, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) January 24, 2011 (January 18, 2011) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction (Commiss |
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| January 10, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Coventry Health Care, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 222862104 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| January 4, 2011 |
POWER OF ATTORNEY I, Lawrence N. Kugelman, Director of Coventry Health Care, Inc. (the ?Company?), hereby authorize and designate Shirley R. Smith or Thomas C. Zielinski, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securities Exchange Act of 1934 with respect to the C |
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| January 4, 2011 |
POWER OF ATTORNEY I, Rodman W. Moorhead, III, Director of Coventry Health Care, Inc. (the "Company"), hereby authorize and designate Shirley R. Smith or Thomas C. Zielinski, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securities Exchange Act of 1934 with respect to th |
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| January 4, 2011 |
POWER OF ATTORNEY I, Elizabeth E. Tallett, Director of Coventry Health Care, Inc. (the “Company”), hereby authorize and designate Shirley R. Smith or Thomas C. Zielinski, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securities Exchange Act of 1934 with respect to the C |
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| January 4, 2011 |
POWER OF ATTORNEY I, Timothy T. Weglicki, Director of Coventry Health Care, Inc. (the “Company”), hereby authorize and designate Shirley R. Smith or Thomas C. Zielinski, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securities Exchange Act of 1934 with respect to the Co |
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| January 4, 2011 |
POWER OF ATTORNEY I, Joseph R. Swedish, a Director of Coventry Health Care, Inc. (the "Company"), hereby authorize and designate Shirley R. Smith or Thomas C. Zielinski, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securities Exchange Act of 1934 with respect to the Co |
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| January 4, 2011 |
POWER OF ATTORNEY I, Daniel N. Mendelson, Director of Coventry Health Care, Inc. (the "Company"), hereby authorize and designate Shirley R. Smith or Thomas C. Zielinski, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securities Exchange Act of 1934 with respect to the Co |
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| January 4, 2011 |
POWER OF ATTORNEY I, Michael A. Stocker, M.D., a Director of Coventry Health Care, Inc. (the "Company"), hereby authorize and designate Shirley R. Smith or Thomas C. Zielinski, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securities Exchange Act of 1934 with respect to |
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| January 3, 2011 |
POWER OF ATTORNEY I, L. Dale Crandall, Director of Coventry Health Care, Inc. (the ?Company?), hereby authorize and designate Shirley R. Smith or Thomas C. Zielinski, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securities Exchange Act of 1934 with respect to the Compa |
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| January 3, 2011 |
POWER OF ATTORNEY I, Joel Ackerman, Director of Coventry Health Care, Inc. (the "Company"), hereby authorize and designate Shirley R. Smith or Thomas C. Zielinski, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securities Exchange Act of 1934 with respect to the Company? |
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| December 10, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) December 10, 2010 (December 6, 2010) COVENTRY HEALTH CARE, INC. (Exact name of registrant as specified in its charter). Delaware 1-16477 52-2073000 (State or other jurisdiction of inco |
