0000049071-19-000065.txt : 20190531 0000049071-19-000065.hdr.sgml : 20190531 20190531162126 ACCESSION NUMBER: 0000049071-19-000065 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190531 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20190531 DATE AS OF CHANGE: 20190531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUMANA INC CENTRAL INDEX KEY: 0000049071 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 610647538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05975 FILM NUMBER: 19870746 BUSINESS ADDRESS: STREET 1: 500 W MAIN ST CITY: LOUISVILLE STATE: KY ZIP: 40202 BUSINESS PHONE: 5025801000 MAIL ADDRESS: STREET 1: 500 W. MAIN ST CITY: LOUISVILLE STATE: KY ZIP: 40202 FORMER COMPANY: FORMER CONFORMED NAME: EXTENDICARE INC DATE OF NAME CHANGE: 19740404 FORMER COMPANY: FORMER CONFORMED NAME: HERITAGE HOUSE OF AMERICA INC DATE OF NAME CHANGE: 19671129 8-K 1 form8k05312019.htm FORM 8-K DATED MAY 31, 2019
  

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 31, 2019 (May 31, 2019) 
 

Humana Inc.
(Exact Name of Registrant as Specified in Charter) 



Delaware
Delaware
61-0647538
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

500 West Main Street, Louisville, KY 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 communication 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 (NYSE)

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, 2019 and June 30, 2019. During the meetings, the Company intends to reaffirm its guidance of approximately $16.63 to $16.88 in diluted earnings per common share ("EPS"), or approximately $17.25 to $17.50 in adjusted earnings per common share ("Adjusted EPS"), in each case for the year ending December 31, 2019 ("FY 2019"). This guidance is consistent with the guidance issued in Humana's press release dated May 1, 2019. 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 2019 Guidance
GAAP
~$16.63 to $16.88
Amortization of identifiable intangibles
0.40
Put/call valuation adjustments associated with 40% minority interest in Kindred at Home
0.22
Adjusted (non-GAAP) – FY 2019 projected
~$17.25 to $17.50


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 31, 2019