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): May 29, 2020 (May 29, 2020)
 
 
Humana Inc.
(Exact Name of Registrant as Specified in Charter)
 

Delaware
001-05975
61-0647538
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

500 W. Main Street, Louisville, Kentucky 40202
(Address of Principal Executive Offices, and Zip Code)

(502) 580-1000
Registrant’s Telephone Number, Including Area Code

(Former Name or Former Address, if Changed Since Last Report) 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
  
 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
 
 
Common Stock
HUM
New York Stock Exchange
 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Item 7.01   Regulation FD Disclosure.

Members of Humana Inc.’s (the “Company”) senior management team are scheduled to meet with investors at various times between June 1, 2020 and June 30, 2020. During the meetings, while continuing to acknowledge the inherent uncertainty surrounding the ongoing 2019 coronavirus (“COVID-19”) crisis and reiterating that it has withdrawn its additional detailed financial guidance given the likelihood of significant variability of results by financial statement line item (and related ratios), the Company intends to reaffirm its guidance range of $16.04 to $16.54 in diluted earnings per common share (“EPS”), or $18.25 to $18.75 in adjusted earnings per common share (“Adjusted EPS”), in each case for the year ending December 31, 2020 (“FY 2020”). This guidance is consistent with the guidance issued in Humana’s press release dated April 29, 2020. The date and time of presentations to investors are available via the Investor Relations calendar of events on Humana’s website at humana.com.

The Company has included Adjusted EPS in this current report, a financial measure that is not in accordance with Generally Accepted Accounting Principles (“GAAP”). Management believes that this measure, when presented in conjunction with the comparable measure of GAAP EPS, is useful to both management and its investors in analyzing the Company’s ongoing business and operating performance. Consequently, management uses Adjusted EPS as an indicator of the Company’s business performance, as well as for operational planning and decision making purposes. Adjusted EPS should be considered in addition to, but not as a substitute for, or superior to, GAAP EPS. A reconciliation of GAAP EPS to Adjusted EPS follows:

Diluted earnings per common share
FY 2020 Guidance
GAAP
$16.04 to $16.54
Amortization of identifiable intangibles
0.49
Put/call valuation adjustments associated with the Company’s non-consolidating minority interest investments
1.72
Adjusted (non-GAAP) – FY 2020 projected
$18.25 to $18.75


SIGNATURES

                  Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

HUMANA INC.
   
BY:
/s/ Cynthia H. Zipperle
 
Cynthia H. Zipperle
 
Senior Vice President, Chief Accounting Officer and Controller
(Principal Accounting Officer)


Dated:    May 29, 2020

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