Filed: 1 Jun 21, 8:00pm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 1, 2021 (June 1, 2021)
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
500 W. Main Street, Louisville, Kentucky 40202
(Address of Principal Executive Offices, and Zip Code)
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)|
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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 ☐
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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 between June 2, 2021 and June 30, 2021. During the meetings, the Company intends to reaffirm its guidance range of $19.62 to $20.12 in diluted earnings per common share (“EPS”) or $21.25 to $21.75 in adjusted earnings per common share (“Adjusted EPS”), in each case for the year ending December 31, 2021 (“FY 2021”). This guidance is consistent with the guidance issued in Humana’s press release dated April 28, 2021, and is given while continuing to acknowledge the heightened uncertainty surrounding the ongoing pandemic, including certain factors discussed during the Company’s first quarter earnings call relating to the impact of the pandemic on risk adjusted revenue and medical utilization. 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, 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 2021 Guidance|
|GAAP||$19.62 - $20.12|
|Amortization of identifiable intangibles||~$0.43|
|Put/call valuation adjustments associated with company's non-consolidating minority interest investments||0.69|
|Change in fair market value of publicly-traded equity securities||0.51|
|Adjusted (non-GAAP) – FY 2021 projected||$21.25 to $21.75|
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.
|BY:|| /s/ Cynthia H. Zipperle|
|Cynthia H. Zipperle|
Senior Vice President, Chief Accounting Officer and Controller
(Principal Accounting Officer)
Dated: June 1, 2021