Humana Inc. (NYSE:HUM) Files An 8-K Entry into a Material Definitive Agreement

On February 22, 2017, Humana Inc. (Humana) entered into an
accelerated stock repurchase agreement (the ASR Agreement) with
Goldman, Sachs Co. (Goldman Sachs) to repurchase $1.5 billion of
its common stock as part of the $2.25 billion share repurchase
program that Humana announced on February 14, 2017.

Under the ASR Agreement, on February 27, 2017, Humana made a
payment of $1.5 billion to Goldman Sachs from available cash on
hand and received an initial delivery of 5,833,738 shares of
Humana common stock from Goldman Sachs. The specific number of
shares that Humana ultimately will repurchase to the ASR
Agreement will be based generally on the daily volume-weighted
average share price of Humana common stock over the term of the
ASR Agreement, less a discount and subject to adjustments to the
terms and conditions of the ASR Agreement. Final settlement under
the ASR Agreement is expected to occur in the third quarter of
2017. The ASR Agreement contains provisions customary for
agreements of this type, including provisions for adjustments to
the transaction terms upon certain specified events, the
circumstances generally under which final settlement of the ASR
Agreement may be accelerated or extended or the ASR Agreement may
be terminated early by Goldman Sachs or Humana, and various
acknowledgements and representations made by the parties to each
other. At final settlement, under certain circumstances, Humana
may be entitled to receive additional shares of Humana common
stock from Goldman Sachs or Humana may be required to make a cash
payment or, if Humana elects, deliver shares of Humana common
stock to Goldman Sachs. The obligations of Goldman Sachs under
the ASR Agreement are guaranteed by The Goldman Sachs Group, Inc.
All of the shares of Humana common stock delivered to Humana
under the ASR Agreement will be held in treasury or retired.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No. Description

Master Confirmation, by and between Humana Inc. and Goldman, Sachs Co., dated February 27, 2017