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2024-09-03
2024-09-03
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): September 3, 2024 (
September 3, 2024
)
Humana Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-5975 61-0647538
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
500 West Main Street
,
Louisville
,
Kentucky
40202
(Address of principal executive offices, including 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:
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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications 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 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 as defined in Rule 405 of the Securities Act of 1933 (17 CFR
(s)230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR
(s)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.
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Item 7.01
Regulation FD Disclosure.
Members of Humana Inc.'s (the "Company") senior management team are scheduled
to meet with investors and analysts at industry conferences and various other
meetings between September 3, 2024 and September 30, 2024. During these
conferences and meetings, the Company intends to reaffirm its guidance of
approximately $12.81 in diluted earnings per common share ("EPS") or
approximately $16.00 in adjusted earnings per common share ("Adjusted EPS"),
in each case for the year ending December 31, 2024 ("FY 2024"). This guidance
is consistent with the guidance issued in Humana's press release dated July
31, 2024. The date and time of presentations to investors are available via
the Investor Relations calendar of events on the Company's website at
www.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, provides a comprehensive
perspective to more accurately compare and analyze the Company's core
operating performance over time. Consequently, management uses Adjusted EPS as
a consistent and uniform indicator of the Company's core business operations
from period to period, as well as for planning and decision-making purposes
and in determination of incentive compensation. 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 2024 Guidance
GAAP approximately $12.81
Amortization of identifiable intangibles 0.50
Put/call valuation adjustments associated with Company's non-consolidating minority interest investments 1.65
Impact of exit of employer group commercial medical products business 1.21
Value creation initiatives 0.80
Cumulative net tax impact of non-GAAP adjustments (0.97)
Adjusted (non-GAAP) - FY 2024 projected approximately $16.00
Cautionary Statement
This Current Report on Form 8-K includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, generally
including the words or phrases like "expects," "believes," "anticipates,"
"intends," "likely will result," "estimates," "projects" or variations of such
words and similar expressions that are intended to identify such forward-looking
statements. These forward-looking statements are not guarantees of future
performance and are subject to risks, uncertainties, and assumptions,
including, among other things, information set forth in the "Risk Factors"
section of the Company's SEC filings.
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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.
HUMANA INC.
BY: /s/ John-Paul W. Felter
John-Paul W. Felter
Senior Vice President, Chief Accounting Officer & Controller
(Principal Accounting Officer)
Dated: September 3, 2024
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