Humana Inc. (NYSE:HUM) Files An 8-K Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet ArrangementItem 2.04
Humana Inc. has issued redemption notices to redeem its $300million aggregate principal amount of 6.30% senior notes due August1, 2018 (the “6.30% Notes”) and its $500million aggregate principal amount of 7.20% senior notes due June15, 2018 (the “7.20% Notes” and together with the 6.30% Notes, the “Notes”) on December29, 2017 (the “Redemption Date”) at a redemption price equal to the greater of (i) 50% of the principal amount thereof and (ii)the sum of the present values of the remaining scheduled payments on the Notes to be redeemed consisting of principal and interest, exclusive of interest accrued to the Redemption Date, discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus (a) 30 basis points for the 6.30% Notes and (b) 50 basis points for the 7.20% Notes, plus in each case, accrued interest to the Redemption Date. The notices to holders specifying the terms, conditions and procedures for the redemptions are available through The Depository Trust Company and the paying agent, The Bank of New York Mellon Trust Company, N.A.
| Item 2.04 | Regulation FD Disclosure. |
Members of Humana Inc.’s senior management team are scheduled to meet with investors at various times between December1, 2017 and December31, 2017. During such meetings, Humana’s management expects to provide updated guidance of approximately $17.53 in diluted earnings per common share (“EPS”), or approximately $11.60 in adjusted EPS, in each case for the year ending December31, 2017. The date and time of presentations to investors are available via the Investor Relations calendar of events on Humana’s web site at www.humana.com.
The Company has included adjusted EPS in this current report, a financial measure that is not in accordance with GAAP. Management believes that this measure, when presented in conjunction with the comparable measure of GAAP EPS, is useful to both management and its investors in analyzing the Company’s ongoing business and operating performance. Consequently, management uses adjusted EPS as an indicator of the Company’s business performance, as well as for operational planning and decision making purposes. Adjusted EPS should be considered in addition to, but not as a substitute for, or superior to, GAAP EPS. A reconciliation of adjusted EPS to GAAP EPS follows:
|
Diluted earnings per common share |
FY17Guidance | ||
|
GAAP |
Approx.$ | 17.53 | |
|
Net (gain) expenses associated with the now-terminated merger transaction (primarily the break-up fee) |
(4.35 | ) | |
|
Amortization of identifiable intangibles |
0.31 | ||
|
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 |
(2.15 | ) | |
|
Guaranty fund assessment expense to support the policyholder obligations of Penn Treaty (an unaffiliated long-term care insurance company) |
0.24 | ||
|
Operating results associated with the Individual Commercial business given the Company’s exit on January1, 2018 as previously disclosed |
(0.64 | ) | |
|
Charges associated with voluntary and involuntary workforce reduction programs |
0.57 | ||
|
Costs associated with early retirement of debt in the fourth quarter of 2017 |
0.09 | ||
|
Adjusted (non-GAAP) – FY17 projected |
Approx.$ | 11.60 |
About Humana Inc. (NYSE:HUM)
Humana Inc. is a health and well-being company. The Company’s segments include Retail, Group, Healthcare Services and Other Businesses. The Retail segment consists of Medicare benefits, marketed to individuals or directly via group accounts, as well as individual commercial fully-insured medical and specialty health insurance benefits, including dental, vision, and other supplemental health and financial protection products. The Group segment consists of employer group commercial fully-insured medical and specialty health insurance benefits, including dental, vision, and other supplemental health and voluntary insurance benefits, as well as administrative services only products. The Healthcare Services segment includes services, such as pharmacy solutions, provider services, home-based services and clinical programs, as well as services and capabilities to advance population health. The Other Businesses segment includes its closed-block long-term care insurance policies.