Current Report Filing (8-k)
06 June 2017 - 6:32AM
Edgar (US Regulatory)
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): June 5, 2017 (June 5, 2017)
Humana Inc.
(Exact Name
of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
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1-5975
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61-0647538
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(Commission
File Number)
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(IRS Employer
Identification No.)
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500 West Main Street, Louisville, KY
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40202
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(Address of Principal Executive Offices)
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(Zip Code)
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502-580-1000
(Registrants 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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act
(17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act
(17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an
emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
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
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Regulation FD Disclosure
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Members of Humana Inc.s senior management team are
scheduled to meet with investors at various times between June 7, 2017 and June 30, 2017. During such meetings, Humanas management expects to reaffirm its guidance of at least $16.91 in diluted earnings per common share
(EPS), or at least $11.10 in adjusted EPS, in each case for the year ending December 31, 2017. This guidance is consistent with the guidance issued in Humanas press release dated May 3, 2017. The date and time of
presentations to investors are available via the Investor Relations calendar of events on Humanas web site at www.humana.com.
The
Company has included adjusted EPS in this current report, a financial measure that is not in accordance with 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 Companys ongoing business and operating performance. Consequently, management uses adjusted EPS as an indicator of the Companys 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 adjusted EPS to GAAP EPS follows:
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Diluted earnings per common share
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FY17 Guidance
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GAAP
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At least $
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16.91
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Net (gain) expenses associated with the
now-terminated
merger transaction (primarily the
break-up
fee)
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(4.36
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)
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Amortization of identifiable intangibles
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0.31
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Beneficial effect of lower effective tax rate in light of pricing and benefit design assumptions
associated with the 2017 temporary suspension of the
non-deductible
health insurance industry fee; excludes Individual Commercial business impact
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(2.15
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)
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Estimated guaranty fund assessment expense to support the policyholder obligations of Penn Treaty
(an unaffiliated long-term care insurance company)
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0.24
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Operating losses associated with the Individual Commercial business given the companys exit
on January 1, 2018 as previously disclosed
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0.15
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Adjusted
(non-GAAP)
FY17 projected
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At least $
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11.10
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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.
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HUMANA INC.
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BY:
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/s/ Cynthia H. Zipperle
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Cynthia H. Zipperle
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Vice President, Chief Accounting Officer and Controller
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Dated: June 5, 2017
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