HUM · Humana

601 filings

HUM SEC Filings

Humana - 601 total filings

Filing record · 2016–202610-K1110-Q328-K199

Showing 1–50 of 601 filings

Humana 8-K Report, Regulation FD Disclosure (Oct 13, 2026)

On October 13, 2026, Humana Inc. (NYSE: HUM) announced a new joint venture with funds and accounts managed by HPS Investment Partners, a part of BlackRock, to manage and operate an existing network of nearly 150 CenterWell Senior Primary Care clinics. The new joint venture replaces CenterWell's existing joint ventures with Welsh, Carson, Anderson & Stowe (WCAS) through BlackRock's acquisition of WCAS's current equity stake, which is valued at approximately $2.8 billion, with modified terms. The new joint venture is majority owned by BlackRock and minority owned by CenterWell, and CenterWell will continue to manage the clinics. Humana expects a significant reduction in balance sheet liabilities because the new arrangement has no put option, though it will create a derivative instrument recorded at fair value. Humana also anticipates a significantly lower cost of capital and expects the transaction to close in the fourth quarter of 2026, subject to customary conditions and regulatory approvals. Humana also affirmed its FY 2026 guidance of at least $9.00 in adjusted EPS, stating it does not expect changes to that non-GAAP guidance. The company does expect potential changes to its FY 2026 GAAP EPS guidance, driven by value creation initiatives including the significant reduction in liabilities from removing the WCAS put option. The company is still completing its close for the third quarter and says a GAAP reconciliation is not available without unreasonable effort at this time. The release states the transaction is not expected to have a material impact on Humana's 2026 adjusted earnings guidance. The filing also notes this is Humana's second strategic transaction with BlackRock this year, following a definitive agreement to divest all or substantially all of its minority interest in Gentiva to a consortium of investors that includes BlackRock. Beginning in 2028, CenterWell may elect to purchase clinics from the joint venture. If CenterWell has not acquired all clinics by the end of 2033, BlackRock may exit through a sale process, subject to CenterWell's right of first offer on remaining clinics.

Oct 13, 2026 8-K

Humana 8-K Report, Regulation FD Disclosure (Oct 9, 2026)

Humana Inc. reported in this Form 8-K, under Regulation FD, that based on final 2027 Medicare Advantage (MA) Star Ratings data (Bonus Year 2028) provided by the Centers for Medicare and Medicaid Services (CMS) on October 8, 2026, it has exceeded its goal of Top Quartile results. The company defines Top Quartile as Stars revenue per member per month (PMPM) 10% above the peer group median, with peers including Centene, CVS, Elevance, HCSC, and United. The comparison normalizes for plan design, geographic mix, and membership mix using a consistent 3.0 benchmark of $1,370, a risk score of 1.15, and a $222 rebate for all payers. Humana cautions that actual 2028 Stars revenue PMPM will differ based on 2028 membership, contract mix, risk scores, benchmark, and rebates. Humana expects to manage its product and benefit structure to approximate Top Quartile results. It anticipates that part of its 2028 outperformance relative to Top Quartile will be one-time in nature, and expects a 2028 benefit that it will use for one-time investments and return to shareholders. The company will provide more detail on the size and use of this benefit once it has more 2028 information, and intends to do so before or when it gives detailed 2028 guidance on its fourth quarter 2027 earnings call. Humana also states it is well positioned to deliver on its commitment to unlock earnings potential by 2028, as laid out at its 2025 Investor Day. It will hold a virtual investor update on December 10, 2026. For 2026, Humana affirmed its guidance of at least $9.00 in adjusted earnings per common share (Adjusted EPS), consistent with its July 29, 2026 press release and its September 1, 2026 Form 8-K. The company is still completing its financial close for the three and nine months ended September 30, 2026, so it cannot yet reconcile Adjusted EPS guidance to GAAP diluted EPS without unreasonable effort. It does not expect changes to Adjusted EPS guidance but does expect potential changes to its GAAP EPS guidance due to ongoing value creation and other strategic initiatives.

Oct 9, 2026 8-K

Humana 8-K Report, Regulation FD Disclosure (Sep 1, 2026)

Humana Inc. (HUM) disclosed in a Regulation FD Current Report filed September 1, 2026 that members of its senior management team are scheduled to meet with investors and analysts between September 1, 2026 and September 30, 2026. During these meetings, the Company intends to reaffirm its FY 2026 guidance of at least $6.52 in diluted earnings per common share (EPS) or at least $9.00 in adjusted earnings per common share (Adjusted EPS). The guidance is consistent with the outlook issued in Humana's press release dated July 29, 2026. The filing notes that the Company will not comment on its 2027 Medicare Advantage (MA) Star Ratings (Bonus Year 2028) until the Centers for Medicare and Medicaid Services (CMS) releases final 2027 MA Star Ratings data in October. Investors should therefore not expect Star Ratings commentary during the September meetings. The filing also includes a reconciliation from GAAP EPS to Adjusted (non-GAAP) EPS for FY 2026. The reconciling items are amortization of identifiable intangibles ($0.30), put/call valuation adjustments on non-consolidating minority interest investments ($1.47), value creation initiatives ($1.27), impairment charges ($0.17), and a cumulative net tax impact of $(0.73). The Company states that FY 2026 Adjusted EPS guidance is not expected to change, while GAAP EPS guidance may change due to ongoing value creation and strategic initiatives.

Sep 1, 2026 8-K

Humana 8-K Report, Executive Changes (Jul 29, 2026)

Humana Inc. (NYSE: HUM) filed a Current Report on Form 8-K dated July 29, 2026, disclosing under Item 5.02 that its Board of Directors expanded the number of authorized directors from eleven to thirteen on July 28, 2026, and elected Frederick J. Crawford and Paul J. Smith as directors, effective the same day. The Board determined both are independent under New York Stock Exchange standards. Each will receive restricted stock units under the company's director compensation program, and no committee appointments have been determined yet. Smith is described in the attached press release (Exhibit 99.1) as Chief Commercial Officer at Anthropic, PBC, with more than 30 years of experience scaling go-to-market strategies at enterprise technology companies, including prior roles at ServiceNow, Salesforce and Microsoft. Crawford previously served as Executive Vice President and Chief Financial Officer at Aflac-related insurance holding companies and as President and Chief Operating Officer of Aflac until his retirement in 2024. He also sits on the board of Webster Financial Corporation. Chairman Kurt J. Hilzinger said the new directors will support Humana's long-term vision to become a consumer healthcare company. For investors, the filing is governance-focused and contains no financial results, guidance or transaction terms. The main takeaways are a larger board with two new independent directors bringing technology commercialization and insurance finance expertise.

Jul 29, 2026 8-K

Humana 8-K Report, Financial Results (Jul 29, 2026)

Humana Inc. (NYSE: HUM) reported second quarter 2026 results on July 29, 2026, furnishing the press release, detailed earnings release with statistical pages, and prepared management remarks as Exhibits 99.1, 99.2 and 99.3. GAAP diluted EPS was $5.73 for 2Q26 versus $4.51 in 2Q25, and Adjusted EPS was $7.61 versus $6.27. Year-to-date GAAP diluted EPS was $15.55 and Adjusted EPS was $17.91. Consolidated revenues were $40.87 billion for the quarter, compared with $32.39 billion a year earlier. The Insurance segment benefit ratio was 91.2%, in line with management's guidance of 'slightly above 91 percent'. The company revised its FY 2026 GAAP EPS guidance to 'at least $6.52' from 'at least $8.36', while affirming Adjusted EPS guidance of 'at least $9.00'. The filing states that the Adjusted EPS outlook anticipates a year-over-year decline because of the Star Ratings headwind for Bonus Year 2026, net of mitigation. Management also affirmed individual Medicare Advantage membership growth of approximately 25% for 2026 and expects third-quarter Adjusted EPS of approximately ($1.00). Full-year guidance for the Insurance segment benefit ratio is 92.75%, plus or minus 25 basis points. Other developments include a statewide Illinois Medicaid managed care contract expected to go live in January 2027, growth of 130,900 patients (27%) in CenterWell Senior Primary Care year to date, and $1.50 billion of pre-capitalized trust security arrangements entered during the quarter. Debt-to-total capitalization was 42.7% at June 30, 2026. Management also said it will hold a virtual investor update on December 10, 2026, and referenced a pending agreement to divest its minority interest in Gentiva, valued at approximately $900 million.

Jul 29, 2026 10-Q

Humana Quarterly Report for Q2 Ended Jun 30, 2026

Humana Inc. reported net income attributable to Humana of $694 million, or $5.73 per diluted common share, for the three months ended June 30, 2026, compared with $545 million, or $4.51 per diluted share, in the 2025 quarter. For the six months, net income attributable to Humana was $1,880 million, or $15.55 per diluted share, versus $1,789 million, or $14.81 per diluted share, a year earlier. Total revenues rose to $40.87 billion in the quarter from $32.39 billion, driven mainly by premiums revenue of $38.83 billion, up from $30.72 billion, reflecting Medicare membership growth. The benefit ratio increased to 91.1% from 89.7% in the quarter, which management attributes to the BY 2026 Star Ratings revenue headwind and higher-cost new individual Medicare Advantage members, partly offset by pricing and clinical efforts. Medicare membership expanded sharply, with total Medicare membership of 11,127,300 at June 30, 2026, up 35.3% from a year earlier, led by stand-alone PDP growth of 62.6%. Total medical membership reached 17,912,200. Balance sheet changes include total assets of $57.20 billion, benefits payable of $12.88 billion, and short-term debt of $2.27 billion, including $1.32 billion of commercial paper. Cash and cash equivalents rose to $6.89 billion from $4.20 billion at year-end, supported by operating cash flow of $3.22 billion, which the filing says benefited from the timing of a $1.05 billion Medicaid state-directed payment that settled shortly after June 30, 2026. The company also acquired MaxHealth for approximately $908 million net of cash acquired and issued $1.0 billion of 6.625% junior subordinated notes due 2056. The filing highlights ongoing legal and regulatory matters, including the Final RADV Rule litigation, now on appeal at the Fifth Circuit after the court vacated the rule, a Star Ratings challenge also pending on appeal, a securities class action, and a DOJ False Claims Act complaint. The company states that it cannot estimate losses in excess of accruals for these matters. Remaining share repurchase authorization was $2.7 billion as of July 28, 2026.

Jul 29, 2026 8-K

Humana 8-K Report, Regulation FD Disclosure (Jun 1, 2026)

Humana Inc. (HUM) filed a Form 8-K on June 1, 2026 under Item 7.01 (Regulation FD Disclosure) to announce that members of its senior management team are scheduled to meet with investors and analysts at various meetings between June 1, 2026 and June 30, 2026. At these meetings, the Company intends to reaffirm its FY 2026 guidance of at least $8.36 in diluted GAAP earnings per share or at least $9.00 in Adjusted (non-GAAP) earnings per share. The filing states this guidance is consistent with the guidance issued in Humana's press release dated April 29, 2026. The filing includes a reconciliation from GAAP EPS to Adjusted EPS for FY 2026. The adjustments are amortization of identifiable intangibles of $0.30, put/call valuation adjustments associated with non-consolidating minority interest investments of $(0.28), value creation initiatives of $0.81, and a cumulative net tax impact of $(0.19). The Company states it does not expect changes to its FY 2026 Adjusted EPS guidance, but it does expect potential changes to its FY 2026 GAAP EPS guidance due to ongoing value creation and other strategic initiatives. For investors, the key takeaway is that Humana is reaffirming, rather than changing, its previously issued full-year 2026 earnings outlook ahead of investor meetings in June. The filing also flags that GAAP EPS guidance may move while Adjusted EPS guidance is expected to hold, so the gap between the two measures is one to watch.

Jun 1, 2026 8-K

Humana 8-K Report, Material Agreement (May 19, 2026)

Humana Inc. reported on Form 8-K that on May 15, 2026 (the Closing Date) its two special-purpose trusts, Horseshoe Funding Trust I and Horseshoe Funding Trust II, completed the sale of 750,000 Pre-Capitalized Trust Securities (P-Caps) each, for an aggregate purchase price of $750,000,000 per trust, in offerings exempt from Securities Act registration. The P-Caps give Humana on-demand access to capital: Humana may issue up to $750,000,000 of 6.062% Senior Notes due 2036 to the 2036 Trust over a ten-year period and up to $750,000,000 of 6.887% Senior Notes due 2055 to the 2055 Trust over a thirty-year period. Each trust invested the proceeds in U.S. Treasury principal and interest strips, which are pledged to secure the trusts' obligations to Humana. Under the Facility Agreements, Humana pays semi-annual facility fees at 1.661% per annum (2036 Trust) and 1.916% per annum (2055 Trust) on the unexercised portion of each Issuance Right. Issuance Rights are exercised automatically upon certain payment defaults, bankruptcy events, and, among other triggers, if Humana reasonably believes its consolidated net worth has fallen below $4.0 billion. The filing also describes change-of-control repurchase obligations at 101% of the initial purchase price (P-Caps) and 101% of principal plus accrued interest (Senior Notes), a make-whole redemption before the Par Call Dates of November 15, 2035 (2036 notes) and May 15, 2055 (2055 notes), and covenants restricting liens, mergers and sales of substantially all assets. The filing is incorporated under Items 1.01 and 2.03, and the P-Caps carry no registration rights and are restricted to qualified institutional buyers and qualified purchasers.

May 19, 2026 8-K

Humana 8-K Report, Financial Results (Apr 29, 2026)

Humana Inc. reported first-quarter 2026 GAAP diluted EPS of $9.83, compared with $10.30 in 1Q25, and Adjusted (non-GAAP) EPS of $10.31, compared with $11.58. Revenues rose to $39,648 million from $32,112 million, while GAAP pretax results fell to $1,595 million from $1,691 million. The consolidated benefit ratio increased to 89.4 percent from 87.0 percent, which the company attributes mainly to the Bonus Year 2026 Star Ratings revenue headwind, growth in individual Medicare Advantage membership, and lower favorable prior period development ($389 million in 1Q26 versus $477 million in 1Q25). The consolidated operating cost ratio improved to 10.2 percent from 10.6 percent on a GAAP basis. Operating cash flows were $1,254 million, compared with $331 million a year earlier. Humana revised its FY 2026 GAAP EPS guidance to 'at least $8.36' from 'at least $8.89' and affirmed Adjusted EPS guidance of 'at least $9.00'. The company also affirmed an Insurance segment benefit ratio guidance of 92.75 percent, plus or minus 25 basis points, and expects individual Medicare Advantage membership growth of approximately 25 percent. Management said second-quarter earnings are expected to be approximately 80 to 85 percent of expected FY 2026 Adjusted earnings, with a second-quarter Insurance benefit ratio slightly above 91 percent. Debt-to-total capitalization rose to 43.0 percent from 41.1 percent at December 31, 2025, reflecting a $1.0 billion public offering announced in March 2026. Leadership changes were also announced. George Renaudin, Insurance Segment President, will retire effective June 29, 2026, and Aaron Martin will lead day-to-day Insurance Segment management until then and formally assume the role upon Renaudin's retirement. John Barger will begin leading Medicare Advantage operations immediately.

Apr 29, 2026 10-Q

Humana Quarterly Report for Q1 Ended Mar 31, 2026

Humana Inc. reported first-quarter 2026 net income attributable to Humana of $1.19 billion, or $9.83 per diluted common share, compared with $1.24 billion, or $10.30 per diluted common share, in the 2025 quarter. Total revenues rose to $39.6 billion from $32.1 billion, driven primarily by premiums revenue of $37.7 billion, up from $30.5 billion, reflecting Medicare membership growth and higher per member premiums. Earnings were held back by a higher benefit ratio of 89.4% versus 87.0%, which management attributed mainly to the Bonus Year 2026 Star Ratings revenue headwind and growth in individual Medicare Advantage membership. Income from operations fell to $1.75 billion from $2.01 billion. Put/call valuation adjustments and value creation initiative charges ($98 million in 2026) affected comparability. Membership grew sharply: total medical membership reached 17.7 million, up 19.4%, with stand-alone PDP membership up 58.7% and individual Medicare Advantage membership up 22.6%. The CenterWell segment's external services revenue rose 32.0%, largely from primary care, including the MaxHealth acquisition completed February 13, 2026 for approximately $908 million net of cash acquired. Cash flow from operations was $1.25 billion versus $331 million a year earlier, and cash and equivalents rose to $4.95 billion. Leverage increased during the quarter. Humana issued $1.0 billion of 6.625% junior subordinated notes due 2056 with net proceeds of about $990 million, and short-term debt rose to $1.72 billion, including $700 million of commercial paper. The company also disclosed ongoing RADV audit and Final RADV Rule litigation, a pending Star Ratings appeal, and several DOJ and class action matters, none of which carry an estimate of loss beyond amounts accrued.

Apr 29, 2026 8-K

Humana 8-K Report, Shareholder Vote Results (Apr 20, 2026)

Humana Inc. held its regular annual meeting of stockholders on April 16, 2026, with holders of 107,941,773 shares of common stock present by valid proxy, constituting a quorum. Stockholders voted on five proposals described in the company's Proxy Statement. The filing reports that there was no solicitation in opposition to management's director nominees. All ten director nominees were elected to serve until the next annual meeting or until their successors are elected and qualified. Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026, approved the non-binding advisory vote on executive compensation, and approved the Humana Inc. 2026 Stock Incentive Plan. Several director nominees received substantially more votes against them than some others, with Wayne A. I. Frederick, M.D. receiving 85,170,452 votes for and 16,912,783 against. The one proposal not approved was a stockholder proposal requesting a shareholder approval requirement for excessive golden parachutes, which received 41,970,892 votes for, 59,079,279 against, and 1,152,557 abstentions, with 5,739,045 broker non-votes.

Apr 20, 2026 8-K

Humana 8-K Report, Executive Changes (Apr 10, 2026)

Humana Inc. (NYSE: HUM) filed a Current Report on Form 8-K dated April 10, 2026, disclosing that its Board of Directors expanded the number of authorized directors from ten to eleven and elected Robert S. Field as a director. The appointment becomes effective immediately following the adjournment of the Humana Inc. 2026 Annual Meeting of Stockholders on April 16, 2026. The Board has determined that Mr. Field is independent under the New York Stock Exchange's director independence standards. No committee assignments have been determined yet. Mr. Field will be compensated under the company's director compensation program, as described in the 2026 proxy statement filed March 6, 2026, and will receive restricted stock units (RSUs) in connection with his election. The filing states there are no arrangements between Mr. Field and any other person under which he was elected, and no transactions with the company in which he has a material interest, other than as disclosed. According to the attached press release (Exhibit 99.1), Mr. Field is Principal and Managing Member of ηMed Capital Management LLC, an investment firm focused on U.S. healthcare services companies, primarily in managed care. The release states his appointment followed a board search informed by shareholder engagement, including input from John Petry, Managing Member of Sessa Capital, and describes the move as part of the company's commitment to board refreshment and strong corporate governance.

Apr 10, 2026 8-K

Humana 8-K Report, Material Agreement (Mar 9, 2026)

Humana Inc. (NYSE: HUM) priced and completed a public offering of $1.0 billion in aggregate principal amount of 6.625% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056. The underwriting agreement was dated March 5, 2026, the notes were sold at 100.000% of principal amount, and the offering closed on March 9, 2026. Net proceeds are expected to be approximately $986 million after underwriters' discounts and estimated offering expenses. The notes are unsecured subordinated obligations, junior in right of payment to all Senior Indebtedness, effectively junior to any future secured debt to the extent of collateral, and structurally subordinated to all liabilities of Humana's subsidiaries. Interest is fixed at 6.625% until September 15, 2031, then resets every five years to the five-year U.S. Treasury Rate plus 2.891%, with a floor of 6.625%. Humana may defer interest payments for up to 10 consecutive years, provided no event of default is continuing. The notes mature September 15, 2056. Humana intends to use the proceeds for general corporate purposes, which may include repaying existing indebtedness, including commercial paper borrowings. The filing also notes that the underwriters and their affiliates have provided commercial banking and other services to Humana, and that affiliates of the underwriters are lenders under Humana's revolving credit facility. The 8-K's risk factor summaries reiterate known risks, including Medicare Advantage Star Ratings, the Final RADV Rule, and regulatory exposure.

Mar 9, 2026 8-K

Humana 8-K Report, Regulation FD Disclosure (Mar 2, 2026)

Humana Inc. (HUM) disclosed in a Regulation FD filing dated March 2, 2026 that members of its senior management team are scheduled to meet with investors and analysts at various meetings between March 2, 2026 and March 31, 2026. At these meetings, the Company intends to reaffirm its FY 2026 guidance of at least $8.89 in diluted GAAP earnings per common share or at least $9.00 in Adjusted (non-GAAP) earnings per common share. The filing states this guidance is consistent with the guidance issued in Humana's press release dated February 11, 2026. The filing provides a reconciliation of the GAAP guidance to the Adjusted figure. It adds $0.15 for amortization of identifiable intangibles and subtracts $0.04 for the cumulative net tax impact, bringing the at-least-$8.89 GAAP figure to at least $9.00 on an adjusted basis. Management states it does not expect changes to the FY 2026 Adjusted EPS guidance, but does expect potential changes to the FY 2026 GAAP EPS guidance due to ongoing value creation and other strategic initiatives. For investors, the key point is that this filing reaffirms rather than revises guidance. The notable element is the explicit expectation that GAAP EPS guidance may move while Adjusted EPS guidance is held steady, a distinction that matters when comparing the two measures.

Mar 2, 2026 10-K

Humana Annual Report, Year Ended Dec 31, 2025

Humana Inc. (NYSE: HUM), headquartered in Louisville, Kentucky, reported net income of $1.2 billion, or $9.84 per diluted common share, for 2025, compared with $1.2 billion, or $9.98 per diluted share, in 2024. Total revenues rose to $129.66 billion from $117.76 billion, driven by a $10.72 billion increase in insurance premiums to $122.83 billion. Results were significantly affected by put/call valuation adjustments on non-consolidating minority interests ($513 million), value creation initiative charges ($449 million), impairment charges ($253 million), a loss on sale of business ($67 million) and settlement of certain litigation expenses ($15 million). The company also finalized its exit from the Employer Group Commercial Medical Products business during 2025. Operating cash flow fell to $921 million from $2.97 billion, reflecting timing impacts including higher receivables tied to the Inflation Reduction Act. Cash and cash equivalents rose to $4.20 billion at year-end. Individual Medicare Advantage membership declined 7.3% to 5,249,300 as the company exited unprofitable plans and counties, while Medicare stand-alone PDP membership grew 7.6% to 2,462,600 and state-based contracts grew 10.7% to 1,615,600. The filing states that for 2026 the company anticipates net membership growth of approximately 25% in individual Medicare Advantage, approximately 1,000,000 in stand-alone PDP, and approximately 150,000 in group Medicare Advantage. Government programs represented approximately 93% of total premiums and services revenue, and 83% of revenue came from federal contracts. The filing discloses an ongoing lawsuit over 2025 Star Ratings, now on appeal at the Fifth Circuit, and a lawsuit over the Final RADV Rule, which the district court vacated in September 2025 and which the government has appealed. At year-end, benefits payable were $9.97 billion, the investment portfolio totaled $16.2 billion of debt securities with a weighted average rating of AA-, and the senior notes carried a BBB (S&P) and Baa2 (Moody's) rating. The company completed an acquisition of a primary care business for approximately $941 million on February 13, 2026, and the remaining repurchase authorization was $2.7 billion as of February 18, 2026.

Feb 19, 2026 8-K

Humana 8-K Report, Financial Results (Feb 11, 2026)

Humana Inc. (NYSE: HUM) reported fourth-quarter 2025 results on February 11, 2026, with a GAAP net loss per share of $6.61 (Adjusted net loss per share of $3.96) and full-year 2025 GAAP EPS of $9.84 (Adjusted $17.14). Fourth-quarter GAAP pretax results were a loss of $1,011 million, driven by $221 million in impairment charges and $129 million in value creation initiative costs, among other adjustments. The Insurance segment GAAP benefit ratio was 93.1% for 4Q25 and 90.4% for full-year 2025, the latter described as slightly better than the top end of guidance of 90.1% to 90.5%. Full-year 2025 operating cash flow was $921 million, down from $2,966 million in 2024, and debt-to-total capitalization rose to 41.1% from 40.3% at September 30, 2025. For 2026, Humana introduced GAAP EPS guidance of at least $8.89 and Adjusted EPS guidance of at least $9.00, with management attributing the year-over-year decline to the Bonus Year 2026 Star Ratings headwind, net of mitigation. Management anticipates individual Medicare Advantage membership growth of approximately 25% over 2025. January 2026 individual Medicare Advantage membership approximated 6,280,000, up 1,030,700, or 20%, from December 31, 2025, following the 2026 Annual Election Period. The company also projects 2026 Insurance segment benefit ratio of 92.75% (plus or minus 25 basis points), consolidated operating cost ratio of 10.0% (plus or minus 25 basis points), and cash flows from operations of $2.5 billion to $2.9 billion. The filing also highlights continued growth in CenterWell and Medicaid, with CenterWell Senior Primary Care patients growing by 100,600 (over 25%) in 2025, including about 32,000 from The Villages Health acquisition, and Medicaid operations now spanning 13 states. Management's prepared remarks note that the company's 2026 individual MA margin outlook is slightly below breakeven after accounting for the Star Ratings headwind, and that first-quarter 2026 earnings are expected to be approximately 110% to 115% of expected full-year 2026 Adjusted earnings.

Feb 11, 2026 8-K

Humana 8-K Report, Executive Changes (Dec 16, 2025)

Humana Inc. (NYSE: HUM) announced on December 16, 2025 a leadership transition in its Insurance segment. George Renaudin, Insurance Segment President and member of the Enterprise Leadership Team, will retire by the third quarter of 2026 after a 29-year career. He will serve as a strategic advisor through December 31, 2026, then move to the variable staffing pool (temporary worker status) until March 1, 2027. During the advisory period he keeps his current base salary, annual incentive opportunity and benefits; during the VSP period he receives no salary, only an hourly rate for work performed, plus continued equity vesting. At the end of the VSP period, and subject to a general release and non-compete and non-solicit compliance, he will receive benefits under Section 3 of the Company's Executive Severance Policy. Aaron Martin will join in January 2026 as President of Medicare Advantage, a newly created role reporting jointly to Renaudin and CEO Jim Rechtin. After Renaudin's transition, Martin becomes Insurance Segment President, and John Barger, currently President of the Medicaid and Dual Eligible programs, will be promoted to President of Medicare Advantage, reporting to Martin. Martin previously served as Vice President of Healthcare at Amazon and as Executive Vice President and Chief Digital Officer at Providence. In a separate Regulation FD disclosure, Humana reaffirmed its FY 2025 guidance of approximately $12.26 diluted GAAP EPS and approximately $17.00 Adjusted (non-GAAP) EPS, consistent with its November 5, 2025 press release and December 1, 2025 Form 8-K. The company stated it does not expect changes to Adjusted EPS guidance but may see changes to GAAP EPS guidance from ongoing value creation and strategic initiatives.

Dec 16, 2025 8-K

Humana 8-K Report, Regulation FD Disclosure (Dec 1, 2025)

Humana Inc. filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to announce that members of its senior management team are scheduled to meet with investors and analysts between December 1, 2025 and December 31, 2025. During these meetings, the Company intends to reaffirm its guidance for the fiscal year ending December 31, 2025 (FY 2025) of approximately $12.26 in diluted earnings per common share (GAAP EPS) or approximately $17.00 in adjusted earnings per common share (Adjusted EPS). The guidance is consistent with the figures issued in the Company's press release dated November 5, 2025. The filing includes a reconciliation from GAAP EPS to Adjusted EPS. The adjustments include amortization of identifiable intangibles ($0.42), put/call valuation adjustments associated with non-consolidating minority interest investments ($3.81), value creation initiatives ($2.65), impairment charges ($0.27), a loss on sale of business ($0.52), and settlement of certain litigation expenses ($0.13). These are partly offset by the impact of the exit of the employer group commercial products business ($(0.52)) and a cumulative net tax impact of $(2.54). Management states that Adjusted EPS is a non-GAAP measure intended to supplement, not replace, GAAP EPS, and that it is used for internal planning and incentive compensation decisions. The filing states that the Company does not expect changes to its FY 2025 Adjusted EPS guidance, but does expect potential changes to its FY 2025 GAAP EPS guidance due to ongoing value creation and other strategic initiatives, as well as future value changes to items not yet recognized or not reasonably estimable.

Dec 1, 2025 8-K

Humana 8-K Report, Financial Results (Nov 5, 2025)

Humana Inc. reported third-quarter 2025 results on November 5, 2025, with GAAP diluted EPS of $1.62 and Adjusted EPS of $3.24, compared with $3.98 GAAP and $4.16 Adjusted in 3Q24. Year-to-date GAAP EPS was $16.43 and Adjusted EPS was $21.10. Consolidated revenues were $32,649 million for the quarter versus $29,397 million a year earlier, and GAAP pretax results were $134 million versus $651 million. The Insurance segment benefit ratio was 91.1% for the quarter, in line with the company's prior expectation of 'just above 91 percent.' The filing's non-GAAP adjustments include $267 million of value creation initiative charges and a $63 million loss on sale of business in 3Q25. Humana lowered its FY 2025 GAAP EPS guidance to approximately $12.26 from approximately $13.77, while affirming Adjusted EPS guidance of approximately $17.00. It affirmed the FY 2025 Insurance segment benefit ratio range of 90.1% to 90.5%. Management said the Adjusted EPS outlook now includes approximately $150 million of incremental investments. The company now expects an individual Medicare Advantage membership decline of approximately 425,000, improved from a decline of up to 500,000, citing stronger retention and better-than-expected sales. It expects a fourth-quarter Insurance segment benefit ratio of approximately 93.5%. Balance sheet and cash metrics were mixed. Days in claims payable fell to 33.2 days from 40.7 days a year earlier, and the company attributed much of the decline to timing items and a shift toward pharmacy claims rather than reserve levels. Debt-to-total capitalization was 40.3%, and year-to-date operating cash flows were $2,573 million versus $3,494 million. The filing also notes that a federal court rejected Humana's challenge to its 2025 Star Ratings on October 14, 2025, and that the company is considering its options, which could affect its 2026 quality bonus payments.

Nov 5, 2025 10-Q

Humana Quarterly Report for Q3 Ended Sep 30, 2025

Humana Inc. reported net income attributable to Humana of $195 million, or $1.62 per diluted common share, for the three months ended September 30, 2025, compared with $480 million, or $3.98 per diluted share, in the 2024 quarter. For the nine months ended September 30, 2025, net income attributable to Humana was $1.98 billion, or $16.43 per diluted share, versus $1.90 billion, or $15.72 per diluted share, a year earlier. Total revenues rose to $32.6 billion in the quarter from $29.4 billion, and to $97.1 billion for the nine months from $88.5 billion. The company attributes the comparisons to put/call valuation adjustments on non-consolidating minority interest investments, value creation initiative charges ($267 million in the quarter, $320 million year to date), a $63 million loss on sale of a business, a $32 million indefinite-lived intangible impairment, and a $15 million litigation settlement expense. The benefit ratio rose to 91.1% in the quarter from 89.9%, and the operating cost ratio rose to 12.6% from 11.5%. Cash and cash equivalents increased to $5.4 billion at September 30, 2025 from $2.2 billion at December 31, 2024, and operating cash flow for the nine months was $2.6 billion versus $3.5 billion, which the filing attributes mainly to unfavorable working capital. Long-term debt rose to $12.6 billion from $11.1 billion after new senior notes were issued in March 2025. The company's Medicare Advantage individual membership declined 7.5% year over year, while Medicare stand-alone PDP and state-based contract membership grew. The filing also discloses that on September 25, 2025, a court vacated CMS's Final RADV Rule, and that a Star Ratings lawsuit was rejected by the court on October 14, 2025, with Humana considering its options. The company reported $1.9 billion of parent-company cash at quarter end and a remaining share repurchase authorization of $2.8 billion as of November 4, 2025. Management states it believes existing resources are adequate for at least the next twelve months.

Nov 5, 2025 8-K

Humana 8-K Report, Regulation FD Disclosure (Oct 2, 2025)

Humana Inc. filed a Regulation FD disclosure on October 2, 2025, after preliminary 2026 Medicare Advantage (MA) Star Ratings data from the Centers for Medicare and Medicaid Services (CMS) was inadvertently accessible on CMS Plan Finder on October 1, 2025. Approximately 1.2 million members, or 20% of the company's membership, are currently enrolled in plans rated 4 stars and above for 2026, with an average Star rating of 3.61, consistent with its 2025 average. The company states that 14% of members are in 4.5-star plans in 2026, up from 3% in 2025. Humana says the preliminary ratings are generally in line with the assumptions in its multiyear financial planning, so it is not changing the 2025 to 2028 incremental earnings potential shared at its June 16, 2025 Investor Conference. The company says it is not satisfied with its 2026 Star Ratings but expects a return to Top Quartile results for the 2027 Star Ratings. Humana also affirmed its FY 2025 guidance of approximately $13.77 in diluted GAAP EPS and approximately $17.00 in Adjusted EPS, which is consistent with its July 30, 2025 press release and its August 29, 2025 Form 8-K. The company states it does not expect changes to FY 2025 Adjusted EPS guidance, but it does expect changes to its FY 2025 GAAP EPS guidance, to be reported in its third-quarter 2025 earnings release, due to ongoing value creation and other strategic initiatives. The company remains confident in its 2026 Individual MA pricing and benefit design, including the expectation of doubling individual MA pre-tax margin in 2026 (excluding Stars), and believes it is positioned to return to membership growth in 2026.

Oct 2, 2025 8-K

Humana 8-K Report, Regulation FD Disclosure (Aug 29, 2025)

Humana Inc. said in a Regulation FD disclosure that members of its senior management team are scheduled to meet with investors and analysts between September 1, 2025 and September 30, 2025. At these meetings, the company intends to reaffirm its full-year 2025 guidance of approximately $13.77 in diluted earnings per common share (EPS) and approximately $17.00 in adjusted earnings per common share (Adjusted EPS). The company states this guidance is consistent with the guidance in its July 30, 2025 press release. Humana also said it will not comment on its 2026 Medicare Advantage (MA) Star Ratings (Bonus Year 2027) until the Centers for Medicare and Medicaid Services (CMS) releases final 2026 MA Star Ratings data in October. The company noted this position was indicated on its second quarter 2025 earnings call on July 30, 2025. The filing includes a reconciliation of GAAP to non-GAAP Adjusted EPS for FY 2025. Adjustments include amortization of identifiable intangibles of $0.49, put/call valuation adjustments tied to non-consolidating minority interest investments of $3.01, value creation initiatives of $0.44, impairment charges of $0.26, and a cumulative net tax impact of $(0.97) per share. The company states that its FY 2025 GAAP and Adjusted EPS guidance exclude the impact of future value changes to items that are not yet probable or cannot be reasonably estimated.

Aug 29, 2025 8-K

Humana 8-K Report, Financial Results (Jul 30, 2025)

Humana Inc. (NYSE: HUM) furnished this Form 8-K under Items 2.02 and 7.01 to report financial results for the quarter ended June 30, 2025 (2Q25). The company reported GAAP diluted EPS of $4.51 for 2Q25 versus $5.62 in 2Q24, and Adjusted EPS of $6.27 versus $6.96. Year-to-date GAAP diluted EPS was $14.81 and Adjusted EPS was $17.85. The Insurance segment benefit ratio was 89.9 percent for 2Q25, in line with the company's previously disclosed expectation of approximately 90 percent. Consolidated revenues were $32,388 million for 2Q25 compared with $29,540 million a year earlier. Humana raised its full-year 2025 Adjusted EPS guidance to approximately $17.00 from approximately $16.25, while lowering its GAAP EPS guidance to approximately $13.77 from approximately $14.68. The company raised its consolidated revenue guidance to at least $128 billion from a range of $126 billion to $128 billion. It affirmed the Insurance segment benefit ratio guidance of 90.1 to 90.5 percent and revised its expected individual Medicare Advantage membership decline to up to 500,000 members from approximately 550,000. Management's prepared remarks state the updated Adjusted EPS outlook includes approximately $100 million of incremental investments in member and patient outcomes and operational excellence. The filing also reports that CenterWell Primary Care now anticipates 2025 net patient growth of 50,000 to 70,000, up from 30,000 to 50,000. Days in claims payable fell to 36.5 days from 41.6 days a year earlier, and debt-to-total capitalization was 40.7 percent at June 30, 2025. The filing attaches a press release, a detailed earnings release with statistical schedules, and prepared management remarks.

Jul 30, 2025 10-Q

Humana Quarterly Report for Q2 Ended Jun 30, 2025

Humana Inc. reported net income attributable to Humana of $545 million, or $4.51 per diluted common share, for the three months ended June 30, 2025, compared with $679 million, or $5.62 per diluted share, in the 2024 quarter. For the six months ended June 30, 2025, net income attributable to Humana was $1.789 billion, or $14.81 per diluted share, versus $1.420 billion, or $11.74 per diluted share, a year earlier. The filing states that these comparisons were significantly affected by put/call valuation adjustments on non-consolidating minority interest investments ($200 million in the quarter, $363 million for the six months), a $32 million impairment of indefinite-lived intangible assets, and $29 million and $53 million of value creation initiative charges for the quarter and six months, respectively. Total revenues rose 9.6% in the quarter to $32.39 billion, driven by premiums revenue of $30.72 billion, while the consolidated benefit ratio increased to 89.7% from 89.0%. Balance sheet and liquidity: cash and cash equivalents rose to $4.04 billion at June 30, 2025 from $2.22 billion at year-end 2024, and operating cash flow for the six months was $1.60 billion. Long-term debt increased to $12.59 billion, following the March 2025 issuance of $1.5 billion in net proceeds from new senior notes that repaid $577 million of notes maturing April 1, 2025. The company repurchased $100 million of common stock in the six months and had a remaining authorization of $2.8 billion as of July 29, 2025. The filing states that the company's debt-to-capitalization ratio was 40.7% against a 60% covenant under its $5.0 billion revolving credit agreement, which had no borrowings outstanding at June 30, 2025. The filing also discloses material legal and regulatory exposure. It describes CMS's Final RADV Rule, which eliminates the FFS Adjuster and plans extrapolated audit recoveries beginning with payment year 2018, with the company stating these matters could have a material adverse effect. Humana also reports a pending lawsuit over the 2025 Star Ratings, refiled July 21, 2025, a securities class action, a derivative action, and a qui tam complaint in which DOJ partially intervened on May 1, 2025. The company states that it cannot estimate a loss beyond amounts already accrued.

Jul 30, 2025 8-K

Humana 8-K Report, Regulation FD Disclosure (Jun 2, 2025)

Humana Inc. filed this Current Report under Item 7.01 (Regulation FD Disclosure) to state that members of its senior management team are scheduled to meet with investors and analysts between June 2, 2025 and June 30, 2025. At these meetings, the company intends to reaffirm its fiscal 2025 guidance of approximately $14.68 in diluted earnings per common share (EPS) and approximately $16.25 in adjusted EPS. The filing says this guidance is consistent with the outlook in the company's April 30, 2025 press release. The filing also reminds investors of an Investor Conference for analysts and institutional investors on Monday, June 16, 2025, beginning at 2:00 p.m. EST. Humana leaders are scheduled to present on the company's strategic direction, operational and financial progress, and expectations for future performance. The conference will be live-streamed through the Investor Relations page, with a replay to be posted in the Historical Webcasts and Presentations section. The filing includes a non-GAAP reconciliation from GAAP diluted EPS of approximately $14.68 to projected adjusted EPS of approximately $16.25 for 2025. The adjustments are amortization of identifiable intangibles ($0.49), put/call valuation adjustments associated with non-consolidating minority interest investments ($1.35), value creation initiatives ($0.20), and a cumulative net tax impact of $(0.47). Management states that projected adjusted results exclude the future impact of items that cannot be estimated at this time.

Jun 2, 2025 8-K

Humana 8-K Report, Material Agreement (May 30, 2025)

Humana Inc. entered into a new $5.0 billion unsecured revolving credit agreement on May 30, 2025, with JPMorgan Chase Bank, N.A. as Agent and Bank of America, N.A. as Syndication Agent, along with several other banks and financial institutions. The new agreement amends and restates the existing unsecured revolving credit agreement dated June 2, 2023, increasing its commitments from $2.642 billion to $5.0 billion. It also replaces the company's existing 364-day $2.1 billion unsecured revolving credit agreement dated May 31, 2024, which has expired in accordance with its terms. Loans under the Revolving Credit Agreement bear interest at Term SOFR, Daily Simple SOFR or the base rate plus a spread, and the company will pay an annual facility fee regardless of utilization. The agreement contains customary covenants, including a maximum debt to capitalization covenant, customary events of default, and permits up to $1.0 billion of incremental commitments. The filing notes that Humana has other financial advisory and banking relationships with some parties to the agreement. As of May 30, 2025, Humana had no borrowings outstanding under the facility and approximately $14.7 million of issued and undrawn letters of credit, leaving approximately $4.98 billion of remaining borrowing capacity. The full agreement is to be filed as an exhibit to the company's Quarterly Report on Form 10-Q for the six months ending June 30, 2025.

May 30, 2025 10-Q

Humana Quarterly Report for Q1 Ended Mar 31, 2025

Humana Inc. reported first-quarter 2025 net income attributable to Humana of $1.244 billion, or $10.30 per diluted common share, compared with $741 million, or $6.11 per diluted share, in the first quarter of 2024. Total revenues rose 8.4% to $32.112 billion, driven by premiums revenue of $30.514 billion (up 8.0%), primarily due to higher per member Medicare premiums, largely from an increased direct subsidy under the Inflation Reduction Act, and growth in state-based contracts and stand-alone PDP membership. Income from operations increased 62.9% to $2.014 billion. The filing attributes the results partly to put/call valuation adjustments tied to non-consolidating minority interest investments and charges from value creation initiatives, which the company says significantly affected comparisons. The benefit ratio improved to 87.0% from 88.9%, while the operating cost ratio rose to 10.6% from 10.4%. The balance sheet strengthened in liquidity terms: cash and cash equivalents rose to $4.250 billion from $2.221 billion at December 31, 2024, and total debt increased with long-term debt reaching $12.729 billion after $1.481 billion in net proceeds from March 2025 senior note issuances used to repay $577 million of notes due April 2025. Operating cash flow was $331 million, down from $423 million, reflecting unfavorable working capital items. Management notes that Medicare receivables rose due to the IRA subsidy and that its authorized share repurchase capacity was $2.9 billion as of April 29, 2025, with no open-market repurchases in the quarter. The filing also discloses material legal and regulatory exposure. Humana is litigating the CMS Final RADV Rule, which eliminated the FFS Adjuster and could have a material adverse effect, and has sued over the 2025 Star Ratings. A securities class action and related derivative suits are pending, and the company faces ongoing Department of Justice information requests on Medicare Part C risk adjustment practices. Medicare represented approximately 83% of premiums and services revenue in the quarter.

Apr 30, 2025 8-K

Humana 8-K Report, Financial Results (Apr 30, 2025)

Humana Inc. reported first-quarter 2025 results on April 30, 2025, with GAAP earnings per share of $10.30 and Adjusted EPS of $11.58, compared with GAAP EPS of $6.11 and Adjusted EPS of $7.23 in the first quarter of 2024. Consolidated revenues were $32,112 million versus $29,611 million a year earlier. The Insurance segment benefit ratio was 87.4 percent, in line with the company's previously disclosed expectation of approximately 87.5 percent. Income before income taxes and equity in net losses was $1,691 million on a GAAP basis, compared with $1,014 million in the prior-year quarter. Humana revised its full-year 2025 GAAP EPS guidance to approximately $14.68 from approximately $15.88, while affirming Adjusted EPS guidance of approximately $16.25. The company also affirmed its FY 2025 Insurance segment benefit ratio guidance range of 90.1 to 90.5 percent and its expected decline of approximately 550,000 individual Medicare Advantage members. Management said its 2025 outlook does not contemplate share repurchases, and it expects second-quarter Adjusted earnings to be approximately 35% of full-year Adjusted earnings. Other developments in the filing include CenterWell Pharmacy being selected as the fulfillment pharmacy for NovoCare Pharmacy's weight loss medication for cash-pay customers, and Illinois announcing its intent to award Humana a Fully Integrated Dual Eligible Special Needs Plan contract expected to start in 2026. The filing also notes that the company raised $1.5 billion in senior notes during the quarter and that debt-to-total capitalization was 42.8 percent at March 31, 2025.

Apr 30, 2025 8-K

Humana 8-K Report, Shareholder Vote Results (Apr 18, 2025)

Humana Inc. held its regular annual meeting of stockholders on April 17, 2025, with holders of 105,203,172 shares of common stock present by valid proxy, which constituted a quorum. The filing states that there was no solicitation in opposition to management's director nominees. Stockholders voted on three proposals detailed in the Company's Proxy Statement. All eleven director nominees were elected to the Board of Directors, each to serve until the next annual meeting or until a successor is elected and qualified. Stockholders also approved the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2025. In addition, the non-binding advisory vote on executive compensation was approved. Vote tallies show that the director vote for Frank A. D'Amelio (6,022,785 against) and Karen W. Katz (6,040,964 against) drew the highest opposition among the nominees, while several other nominees received fewer than 1,000,000 votes against. The executive compensation proposal received 89,310,631 votes for and 10,567,799 votes against.

Apr 18, 2025 8-K

Humana 8-K Report, Material Agreement (Mar 31, 2025)

On March 26, 2025, Humana Inc. entered into an underwriting agreement with J.P. Morgan Securities LLC and Barclays Capital Inc., as representatives of the underwriters, to issue an additional $250 million aggregate principal amount of its 5.375% Senior Notes due 2031. The Additional 2031 Notes were sold at 99.941% of principal amount, plus accrued interest from October 15, 2024, and the offering was completed on March 31, 2025. They are fungible with and form a single series with the $1.25 billion of Existing 2031 Notes issued on March 13, 2024, bringing total outstanding principal of the Notes to $1.5 billion. The company estimates net proceeds of approximately $247 million, intended for general corporate purposes, which may include repayment of existing indebtedness. The Additional 2031 Notes are unsecured senior obligations ranking equally with the company's other unsecured, unsubordinated indebtedness. They bear interest at 5.375% payable April 15 and October 15 each year, beginning April 15, 2025, and mature April 15, 2031. The notes were issued under the 1993-era indenture dated August 5, 2003 with The Bank of New York Mellon Trust Company, N.A. as trustee, as supplemented by the twenty-eighth supplemental indenture dated March 13, 2024. The offering was registered on Form S-3 (File No. 333-277734). The filing also discloses that the underwriters and their affiliates have provided commercial banking, investment banking, corporate trust and advisory services to the company for customary fees, that certain affiliates are lenders under the company's revolving credit facility and 364-day credit facility, and that the trustee is also a lender affiliate under those facilities and serves as registrar and paying agent for the notes.

Mar 31, 2025 8-K

Humana 8-K Report, Material Agreement (Mar 5, 2025)

Humana Inc. (NYSE: HUM) filed this Current Report on Form 8-K to disclose the issuance of $1.25 billion in aggregate principal amount of senior notes. The offering consisted of $750 million of 5.550% Senior Notes due 2035, sold at 99.885% of principal, and $500 million of 6.000% Senior Notes due 2055, sold at 98.951% of principal. The underwriting agreement was entered into on March 3, 2025, and the offering was completed on March 5, 2025. The notes were issued under an indenture dated August 5, 2003 with The Bank of New York Mellon Trust Company, N.A., as trustee, and are unsecured senior obligations ranking equally with the company's other unsecured, unsubordinated indebtedness. Interest is payable May 1 and November 1 each year, beginning November 1, 2025. The company estimates net proceeds of approximately $1.231 billion after underwriters' discounts and estimated offering expenses. Humana intends to use the proceeds primarily to repay its 4.500% Senior Notes due 2025 at maturity in April 2025, with the remainder for general corporate purposes, which may include repaying existing indebtedness such as borrowings under its commercial paper program. The filing also incorporates the risk factors summarized in the accompanying press releases. These highlight Medicare Advantage Star Ratings declines expected in 2025 (which Humana is contesting in litigation), the Final RADV Rule, government regulation, cybersecurity, and reserve adequacy. Investors are directed to the Form 10-K for the year ended December 31, 2024 for fuller discussion.

Mar 5, 2025 8-K

Humana 8-K Report, Regulation FD Disclosure (Mar 3, 2025)

Humana Inc. (HUM) disclosed in a Regulation FD filing dated March 3, 2025 that members of its senior management team are scheduled to meet with investors and analysts between March 3, 2025 and March 31, 2025. During these meetings, the Company intends to reaffirm its full-year 2025 guidance of approximately $15.88 in diluted earnings per common share (GAAP EPS) and approximately $16.25 in adjusted earnings per common share (Adjusted EPS). The reaffirmed guidance is consistent with the guidance issued in Humana's press release dated February 11, 2025. The filing presents no new or revised outlook, so investors should view this as a reiteration of previously issued expectations rather than a change in the Company's view of its 2025 performance. The filing includes a reconciliation from GAAP EPS to Adjusted EPS for FY 2025. The reconciliation adds back approximately $0.49 of amortization of identifiable intangibles and deducts a cumulative net tax impact of non-GAAP adjustments of $(0.12). Management states that it uses Adjusted EPS for planning, decision-making, and determining incentive compensation, and that Adjusted EPS should be considered in addition to, not as a substitute for, GAAP EPS.

Mar 3, 2025 10-K

Humana Annual Report, Year Ended Dec 31, 2024

Humana Inc. reported net income attributable to Humana of $1.2 billion, or $9.98 per diluted common share, in 2024, down from $2.5 billion, or $20.00 per diluted common share, in 2023. Consolidated total revenues rose 10.7% to $117.8 billion, driven by Insurance premiums, which increased 10.7% to $112.1 billion on higher per member Medicare premiums and Medicare Advantage and state-based contracts membership growth. Income from operations fell 36.2% to $2.56 billion, as the benefit ratio rose to 89.8% from 87.3% on elevated Medicare Advantage and state-based contracts medical cost trends and lower favorable prior-period reserve development. The operating cost ratio improved to 11.8% from 12.5%. The company's Insurance segment income from operations fell 51.4% to $1.3 billion, while CenterWell income from operations fell 5.3% to $1.3 billion. Interest expense rose 33.9% to $660 million. Cash and cash equivalents decreased to $2.2 billion from $4.7 billion, and operating cash flow was $3.0 billion. Medicare Advantage membership grew 4.7% to 5,661,800 individual members, while stand-alone PDP membership fell 19.7%. The filing states that Humana expects individual Medicare Advantage membership to decline by approximately 550,000 members in 2025, and that about 25% of its Medicare Advantage members are enrolled in plans rated 4-star or higher for 2025, versus 94% based on 2024 Star Ratings. Humana has filed a lawsuit seeking to vacate the 2025 Star Ratings.

Feb 20, 2025 8-K

Humana 8-K Report, Financial Results (Feb 11, 2025)

Humana Inc. reported fourth-quarter 2024 results on February 11, 2025, posting a GAAP net loss per share of $5.76 (Adjusted net loss per share of $2.16) and full-year 2024 GAAP EPS of $9.98 (Adjusted EPS of $16.21). Consolidated revenues for FY 2024 were $117.76 billion on a GAAP basis, and the Insurance segment's Adjusted benefit ratio for 4Q24 was 91.9 percent, which includes a 20-basis-point increase tied to incremental Star Ratings investments. Pretax results were a GAAP loss of $862 million in 4Q24, with impairment charges of $200 million and value creation initiative charges of $130 million among the adjustments. For 2025, Humana guided to GAAP EPS of approximately $15.88 and Adjusted EPS of approximately $16.25, reaffirming its prior commentary that 2025 would be at least in line with 2024 results. The company expects individual Medicare Advantage membership to decline by approximately 550,000 (about 10 percent) from 2024, including exits from unprofitable plans and counties, and projects consolidated revenues of $126 billion to $128 billion. Management stated that 2025 is a critical step in its margin expansion journey, and that its outlook does not include share repurchases. The company also noted the Star Ratings decline for 2025 and a pending lawsuit seeking to vacate those ratings, which it says poses risk to 2026 quality bonus payments. The filing also indicates that management expects first-quarter 2025 earnings to be approximately 60% to 65% of full-year Adjusted earnings, and that the Insurance segment benefit ratio for 2025 is projected at 90.1% to 90.5%. Medicaid expansion to 13 awarded states and CenterWell Primary Care growth plans (20 to 30 new centers) are cited as longer-term earnings drivers.

Feb 11, 2025 8-K

Humana 8-K Report, Executive Changes (Dec 3, 2024)

Humana Inc. (NYSE: HUM) announced on December 3, 2024 that Chief Financial Officer Susan M. Diamond will transition from her role on January 10, 2025, to pursue personal and professional goals, and will serve in an advisory capacity through December 31, 2025. Under her agreement, she will continue to receive her current base salary, annual incentive opportunity and benefits through December 31, 2025, then move to the company's variable staffing pool as a temporary worker until March 1, 2027, paid only hourly for work performed. At the end of the transition period she is eligible for benefits under Section 3 of the Executive Severance Policy, subject to a general release and non-compete and non-solicit compliance. The company stated her departure is not related to any disagreement with the company. Celeste Mellet, currently CFO of Global Infrastructure Partners, was appointed to succeed Diamond as Chief Financial Officer effective January 11, 2025. Her offer letter provides a base salary of $975,000, a 125% short-term incentive target level, an initial restricted stock unit award of approximately $6,000,000, a 2025 annual equity grant of $4,000,000, and a cash sign-on payment totaling $7,300,000 in three installments, subject to repayment if she leaves voluntarily before certain service requirements are met. The payments are intended to replace compensation she forfeited from her prior employment. In a Regulation FD disclosure, management stated it intends to reaffirm FY 2024 guidance of at least $12.89 diluted EPS or at least $16.00 Adjusted EPS during investor meetings between December 3 and December 31, 2024, consistent with the October 30, 2024 guidance. The release also reiterates 2025 adjusted EPS commentary of "at least in line with final 2024 results" and notes a targeted Investor Day in May 2025.

Dec 3, 2024 8-K

Humana 8-K Report, Financial Results (Oct 30, 2024)

Humana Inc. reported third-quarter 2024 results on October 30, 2024, with GAAP earnings per diluted share of $3.98 and Adjusted EPS of $4.16, compared with $6.71 and $7.78 in 3Q23. Year-to-date GAAP EPS was $15.72 and Adjusted EPS was $18.35, versus $24.26 and $26.10 a year earlier. GAAP consolidated revenues were $29.40 billion for the quarter, up from $26.42 billion, and GAAP pretax income fell to $651 million from $1,098 million. The consolidated benefit ratio rose to 89.9% from 86.6%, and the operating cost ratio fell to 11.5% from 12.5%. Humana raised its FY 2024 GAAP EPS guidance to at least $12.89 from approximately $12.81, and its Adjusted EPS guidance to at least $16.00, which was unchanged in substance from approximately $16.00 previously. The company now expects individual Medicare Advantage membership growth of approximately 265,000, up from approximately 225,000, while state-based contract growth was lowered to approximately 200,000 from approximately 250,000. The Insurance segment benefit ratio guidance of approximately 90% was affirmed. Management said it expects 2025 Adjusted EPS to be at least in line with final 2024 results, inclusive of planned investments, and expects individual MA membership to decline by a few hundred thousand in 2025. The filing also highlights risks tied to the 2025 Medicare Advantage Star Ratings, which are expected to significantly reduce the number of 4-star plans. Humana filed a lawsuit on October 18, 2024 seeking to set aside and vacate those ratings. Medicaid medical costs ran higher than anticipated in the quarter, and operating cash flows for the nine months fell to $3.49 billion from $11.12 billion, largely due to the timing of a CMS premium payment received early in 2023.

Oct 30, 2024 10-Q

Humana Quarterly Report for Q3 Ended Sep 30, 2024

Humana Inc. reported net income attributable to Humana of $480 million, or $3.98 per diluted share, for the three months ended September 30, 2024, down from $832 million, or $6.71 per diluted share, in the 2023 quarter. For the nine months ended September 30, 2024, net income attributable to Humana was $1.90 billion, or $15.72 per diluted share, versus $3.03 billion, or $24.26 per diluted share, a year earlier. Total revenues rose to $29.40 billion for the quarter and $88.55 billion for the nine months, driven primarily by higher premiums. The decline in earnings reflects a benefit ratio of 89.9% for the quarter versus 86.6% a year earlier, which the filing attributes mainly to elevated Medicare Advantage and state-based contracts medical cost trends. Membership and segment trends show growth in Individual Medicare Advantage (5,659,200 members, up 5.3%) and state-based contracts, offset by sharp declines in Medicare stand-alone PDP (down 19.8%) and commercial fully-insured membership (down 93.7%) as Humana exits its Employer Group Commercial Medical Products business, which the company expects to finalize in the first half of 2025. Insurance segment income from operations fell to $274 million in the quarter from $722 million, while CenterWell income from operations was $382 million versus $400 million. Operating cash flow for the nine months was $3.49 billion, compared with $11.12 billion in the prior-year period, which included an early receipt of a $7.1 billion Medicare premium remittance in September 2023. The filing also highlights legal and regulatory matters. Humana settled the Steven Scott qui tam suit on August 15, 2024 for $90 million. The company is challenging CMS's Final RADV Rule in litigation and, in October 2024, filed suit over the 2025 Star Ratings. Management states that about 25% of Medicare Advantage members are in plans rated 4-star or higher for 2025, compared with 94% based on 2024 Star Ratings, which could significantly affect revenues and cash flows if the lawsuit is unsuccessful. The company also repurchased $750 million of common stock during the nine months and had a remaining authorization of $2.93 billion as of October 29, 2024.

Oct 30, 2024 8-K

Humana 8-K Report, Executive Changes (Oct 23, 2024)

Humana Inc. (NYSE: HUM) filed this Current Report on Form 8-K on October 23, 2024, under Item 5.02 to disclose the election of Gordon Smith to its Board of Directors, effective that same day. The Board expanded its authorized number of directors from eleven to twelve to make room for him. The Board has determined that Mr. Smith is independent under New York Stock Exchange director independence standards and that there are no material transactions between him and the Company. He has not yet been appointed to any Board committees. Mr. Smith will receive compensation under the Company's standard Board compensation policies, the components of which were disclosed in an August 21, 2023 Form 8-K. He will also be granted restricted stock units (RSUs) in accordance with the director compensation program. The filing furnishes a press release announcing his election as Exhibit 99.1. That release describes Smith as an Operating Advisor of Clayton, Dubilier & Rice LLC (CD&R) Funds and a former Co-President and Co-Chief Operating Officer of JPMorgan Chase & Co., who retired in January 2022 after a career there beginning in 2007. It also notes his more than 25 years at American Express. Chairman Kurt J. Hilzinger said Smith's operational and digital transformation expertise will support the Company's growth in Medicare Advantage and CenterWell health care services. For investors, this is a governance event rather than a financial disclosure. The filing contains no financial results, guidance, or financial statements. The main points are the board expansion, Smith's independence determination, and the addition of an experienced operating executive to the Board.

Oct 23, 2024 8-K

Humana 8-K Report, Regulation FD Disclosure (Oct 2, 2024)

Humana Inc. filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to disclose preliminary 2025 Medicare Advantage (MA) Star Ratings data from the Centers for Medicare and Medicaid Services (CMS), which became available in CMS Plan Finder as of October 1, 2024. Based on that preliminary data, approximately 1.6 million members, or 25% of Humana's membership, are currently enrolled in plans rated 4 stars and above for 2025, down from 94% in 2024. The decline was driven primarily by contract H5216, which fell to a 3.5-star rating from 4.5 stars in 2024. H5216 contains approximately 45% of Humana's MA membership, including more than 90% of its employer group waiver plan (Group MA) membership. The Company expects the decline to affect its quality bonus payments in 2026, with formal CMS release of the 2025 Star ratings expected on or around October 10. Humana states the reduction resulted from narrowly missing higher industry cut points on a small number of measures, and it believes there may be potential errors in CMS's calculations of certain results and industry threshold cut points. The Company has outstanding appeals and has requested additional information. It also says it is disappointed with the performance and has initiatives underway focused on operating discipline, member and provider engagement, customer experience, and technology integrations, which it expects to improve quality bonus payments in 2027 and beyond. Humana is exploring options to mitigate the expected 2026 revenue headwind if its challenges are unsuccessful. The Company states the 2025 Star results are not expected to affect its 2024 or 2025 financial results or outlook, but it notes there is now more risk in achieving its individual MA margin target of 'at least 3 percent' by 2027.

Oct 2, 2024 8-K

Humana 8-K Report, Regulation FD Disclosure (Sep 3, 2024)

Humana Inc. filed a Regulation FD disclosure on September 3, 2024 stating that members of its senior management team are scheduled to meet with investors and analysts at industry conferences and other meetings between September 3 and September 30, 2024. During these meetings, the company intends to reaffirm its fiscal 2024 guidance of approximately $12.81 in diluted earnings per common share (EPS) and approximately $16.00 in adjusted EPS. The company states this guidance is consistent with the guidance issued in its July 31, 2024 press release. The filing includes a reconciliation of GAAP diluted EPS to adjusted EPS for fiscal 2024. The adjustments are amortization of identifiable intangibles ($0.50), put/call valuation adjustments associated with non-consolidating minority interest investments ($1.65), the impact of the exit of the employer group commercial medical products business ($1.21), value creation initiatives ($0.80), and a cumulative net tax impact of non-GAAP adjustments of $(0.97). Management says it uses adjusted EPS for planning, decision-making, and determining incentive compensation, and that it should be considered in addition to, not as a substitute for, GAAP EPS. For investors, the filing is primarily a reaffirmation of previously issued guidance rather than new financial information. Dates and times for the investor presentations are listed on the Investor Relations calendar of events at www.humana.com.

Sep 3, 2024 8-K

Humana 8-K Report, Financial Results (Jul 31, 2024)

Humana Inc. reported second-quarter 2024 results on July 31, 2024, with GAAP diluted EPS of $5.62 (versus $7.66 in 2Q23) and Adjusted EPS of $6.96 (versus $8.94). Consolidated revenues were $29,540 million, up from $26,747 million a year earlier, and GAAP pretax income was $918 million, down from $1,262 million. Year-to-date GAAP diluted EPS was $11.74 and Adjusted EPS was $14.19. The Insurance segment benefit ratio rose to 89.5% in 2Q24 from 86.8% in 2Q23, reflecting continued elevated Medicare Advantage medical cost trends, partly offset by favorable prior period development. Humana revised its FY 2024 GAAP EPS guidance to approximately $12.81 from approximately $13.93, while affirming Adjusted EPS guidance of approximately $16.00 and an Insurance segment benefit ratio of approximately 90 percent. The company raised its 2024 individual Medicare Advantage membership growth expectation by 75,000 to approximately 225,000. Management's prepared remarks say the company expects margin expansion and Adjusted EPS growth in 2025 and a multiyear path to a normalized individual MA margin of at least 3 percent, and that it expects to decline a few hundred thousand individual MA members in 2025, primarily due to plan and county exits. The filing also reports operating cash flow of $1,636 million year-to-date, versus $9,863 million a year earlier, a decline the company attributes largely to timing of CMS premium receipts. Debt-to-total capitalization was 43.6% at June 30, 2024, and the company repurchased 1,948,690 shares year-to-date with $2.93 billion remaining under its repurchase authorization.

Jul 31, 2024 10-Q

Humana Quarterly Report for Q2 Ended Jun 30, 2024

Humana Inc. reported net income attributable to Humana of $679 million, or $5.62 per diluted share, for the three months ended June 30, 2024, down from $959 million, or $7.66 per diluted share, a year earlier. For the six months, net income attributable to Humana was $1.4 billion, or $11.74 per diluted share, compared with $2.2 billion, or $17.54 per diluted share, in the 2023 period. Total revenues rose to $29.54 billion in the quarter from $26.75 billion, driven mainly by premiums revenue of $28.14 billion, which the filing attributes to higher per member Medicare premiums and membership growth in Medicare Advantage and state-based contracts. The decline in earnings reflects a consolidated benefit ratio of 89.0% versus 86.3%, which the filing attributes to elevated Medicare Advantage medical cost trends and a smaller favorable impact from prior-period claims reserve development. Partly offsetting this, the operating cost ratio improved to 10.8% from 11.8%. Results were also affected by put/call valuation adjustments of $68 million and value creation initiative charges of $68 million in the quarter. Balance sheet and cash flow items show a change in timing. Cash and cash equivalents were $5.5 billion at June 30, 2024, and net cash provided by operating activities was $1.6 billion for the six months, compared with $9.9 billion in the prior-year period. The filing states that the 2023 period was significantly affected by the early receipt of a $7.0 billion Medicare premium remittance and a $2.2 billion CMS mid-year settlement, and that the 2024 mid-year settlement of approximately $2.3 billion was received in July 2024. In March 2024 Humana issued $2.25 billion of senior notes, with net proceeds of $2.2 billion. Total debt was $12.9 billion of senior notes at carrying value, with no commercial paper outstanding at June 30, 2024. The filing also describes ongoing legal and regulatory risk, including a lawsuit challenging the Final RADV Rule, a qui tam suit, and a securities class action filed in June 2024, and it states that these matters could have a material adverse effect on results of operations, financial position, or cash flows.

Jul 31, 2024 8-K

Humana 8-K Report, Material Agreement (Jun 5, 2024)

On May 31, 2024, Humana Inc. entered into a new 364-day unsecured revolving credit agreement with a total commitment of $2,107,812,500 (about $2.11 billion). It replaces a 364-day, $1.5 billion facility dated June 2, 2023 that expired under its terms. The company also entered into a first amendment to its existing five-year unsecured revolving credit agreement, which increases the commitments under that facility from $2.5 billion to $2,642,187,500 (about $2.64 billion). Borrowings under both facilities may be used for general corporate purposes, and the agreements permit up to $500 million of incremental commitments that Humana may allocate between the two facilities. The revolving facilities bear interest at Term SOFR or the base rate plus a spread, and Humana will pay an annual facility fee under each agreement regardless of utilization. The agreements contain customary covenants, including a maximum debt-to-capitalization financial condition covenant, along with customary events of default, conditions of borrowing, and representations and warranties. Humana has other financial advisory and banking relationships with some of the parties to the agreements. As of May 31, 2024, Humana had no borrowings outstanding under the revolving credit agreements and approximately $18.1 million of issued but undrawn letters of credit under the five-year facility. This leaves approximately $2.624 billion of remaining borrowing capacity under the five-year agreement and approximately $2.11 billion under the 364-day agreement. The filing incorporates these agreements as Exhibits 10.1 and 10.2.

Jun 5, 2024 8-K

Humana 8-K Report, Regulation FD Disclosure (Jun 3, 2024)

Humana Inc. filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to say that members of its senior management team are scheduled to meet with investors and analysts between June 3, 2024 and June 28, 2024. During these meetings, the Company intends to reaffirm its guidance for the year ending December 31, 2024 (FY 2024): approximately $13.93 in diluted earnings per common share (EPS), or approximately $16.00 in adjusted earnings per common share (Adjusted EPS). The filing states this guidance is consistent with the guidance issued in Humana's press release dated April 24, 2024. The filing includes a reconciliation of GAAP diluted EPS to Adjusted EPS for FY 2024. Adjustments from the GAAP figure of approximately $13.93 are: amortization of identifiable intangibles of $0.49; put/call valuation adjustments associated with the Company's non-consolidating minority interest investments of $1.08; impact of exit of employer group commercial medical products business of $0.90; value creation initiatives of $0.24; and a cumulative net tax impact of non-GAAP adjustments of $(0.64). Management states that Adjusted EPS is used as a consistent indicator of core business operations and for planning, decision-making and incentive compensation, and that it should be considered in addition to, not as a substitute for, GAAP EPS. For investors, the key message is a reaffirmation rather than a change: the filing signals that management plans to restate existing FY 2024 guidance in investor meetings in June 2024, with no new guidance figures disclosed.

Jun 3, 2024 8-K

Humana 8-K Report, Executive Changes (May 13, 2024)

Humana Inc. disclosed in this Form 8-K that James A. Rechtin will become President and Chief Executive Officer effective July 1, 2024, succeeding Bruce D. Broussard. The company had previously announced on October 11, 2023 that Broussard would step down in the latter half of 2024, and it now states the transition date is expected to be July 1, 2024. Rechtin joined Humana as President and Chief Operating Officer in January 2024 as part of a long-planned CEO transition. Under a Transition & Separation Agreement dated May 13, 2024 (Exhibit 10.1), Broussard will provide strategic advisory services after the Transition Date until March 1, 2025, then move to the company's variable staffing pool (temporary worker status) until March 1, 2026. During that period he will serve on the Board of The Humana Foundation, advise the Foundation, including on its partnership with the Trust for the National Mall, and give general strategic advice to the company. He will receive no salary and no additional compensation or benefits beyond continued vesting of equity under the stock incentive plan and generally available programs, and he is not entitled to severance under the Executive Severance Policy. Broussard is also expected to resign from the Board and Rechtin is expected to join it, both effective July 1, 2024. The filing states Broussard's resignation is not the result of any dispute or disagreement with the company or its Board. The accompanying press release (Exhibit 99.1) quotes Board Chairman Kurt Hilzinger expressing confidence that Rechtin is ready to assume the role, and quotes Rechtin describing the company's growth prospects and his commitment to operational improvement and long-term shareholder value. The release describes Rechtin's background, including prior roles at Envision Healthcare, OptumCare, and DaVita Medical Group, and more than 22 years of healthcare experience with a focus on value-based care and Medicare Advantage.

May 13, 2024 10-Q

Humana Quarterly Report for Q1 Ended Mar 31, 2024

Humana Inc. reported net income attributable to Humana of $741 million, or $6.11 per diluted common share, for the three months ended March 31, 2024, compared with $1,239 million, or $9.87 per diluted share, in the 2023 quarter. Total revenues rose to $29.611 billion from $26.742 billion, driven by premiums revenue of $28.261 billion, up $2.711 billion, or 10.6%. The earnings decline reflects a benefit ratio of 88.9%, up from 85.5%, as higher Medicare Advantage medical cost trends outpaced pricing, partly offset by favorable prior-period reserve development of $535 million and an operating cost ratio that improved to 10.4% from 11.2%. The filing also notes that the quarter was significantly affected by put/call valuation adjustments on non-consolidating minority interest investments of $131 million. Balance sheet and liquidity changed meaningfully. Cash and cash equivalents rose to $5.910 billion from $4.694 billion at year-end 2023, while long-term debt increased to $12.390 billion from $10.213 billion after the company issued $2.2 billion in net proceeds of senior notes in March 2024. Operating cash flow was $423 million, down from $6.687 billion a year earlier, which the filing attributes mainly to the early receipt of a $6.6 billion Medicare premium remittance in March 2023. The company repurchased $702 million of common stock during the quarter and had $2.96 billion remaining under its repurchase authorization as of April 23, 2024. Membership trends show individual Medicare Advantage growing 395,900 members, or 7.7%, to 5,548,900, while Medicare stand-alone PDP membership fell 609,300, or 20.6%, and commercial fully-insured and ASO membership declined sharply as the company exits its Employer Group Commercial Medical Products business. The filing also flags ongoing risks, including the Final RADV Rule, which Humana is challenging in litigation and which the company states could have a material adverse effect on results.

Apr 24, 2024 8-K

Humana 8-K Report, Financial Results (Apr 24, 2024)

Humana Inc. furnished this Form 8-K under Items 2.02 and 7.01 to report first-quarter 2024 results for the quarter ended March 31, 2024. GAAP earnings per share were $6.11 versus $9.87 in 1Q23, and Adjusted EPS was $7.23 versus $9.38. Consolidated revenues rose to $29,611 million from $26,742 million, and GAAP pretax income fell to $1,014 million from $1,614 million. The GAAP consolidated benefit ratio was 88.9% versus 85.5%, and the Insurance segment benefit ratio was 89.3% versus 86.1%. Management attributed the year-over-year benefit ratio increase primarily to higher Medicare Advantage medical cost trends. Operating cash flow was $423 million, compared with $6,687 million in the prior-year quarter, which included an early receipt of a $6.65 billion CMS premium payment. Humana revised its FY 2024 GAAP EPS guidance to approximately $13.93 from approximately $14.87, while affirming Adjusted EPS guidance of approximately $16.00 and an Insurance segment benefit ratio of approximately 90%. The company raised its expected 2024 individual Medicare Advantage membership growth to approximately 150,000 from approximately 100,000. Management said Q1 benefit ratio reflected a more conservative quarter-end reserving approach given the Change Healthcare disruption. Days in claims payable rose to 42.5 days. Management's prepared remarks, filed as Exhibit 99.3, state that the company no longer believes the previously communicated $6 to $10 of Adjusted EPS growth is the appropriate target range for 2025. They cite the final 2025 MA rate notice, which management says is not sufficient to address current medical cost trends. Formal 2025 guidance is expected with the fourth-quarter 2024 earnings call, and bid pricing decisions were to be submitted by the first Monday in June.

Apr 24, 2024 8-K

Humana 8-K Report, Shareholder Vote Results (Apr 19, 2024)

Humana Inc. held its regular annual meeting of stockholders in Louisville, Kentucky, on April 18, 2024. All eleven director nominees were elected, each to serve until the next annual meeting or until a successor is elected and qualified. Karen W. Katz received the most votes against among the nominees, with 13,356,818 against and 84,191,240 for. Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2024, with 95,761,126 votes for and 7,454,977 against. Stockholders approved the board's advisory proposal on executive compensation with 89,131,142 votes for and 8,422,934 against. They also approved an amendment to the Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law, with 83,361,627 votes for and 14,226,255 against. A separate amendment to eliminate the supermajority voting requirement in connection with certain transactions received 96,562,716 votes for and 1,076,542 against. A stockholder proposal calling for a simple majority vote received 49,977,350 votes for and 47,454,113 against, with 376,486 abstentions. Broker non-votes were 5,572,071 on the director, executive compensation, officer liability, and supermajority proposals, and the filing reports them as N/A for the auditor ratification.

Apr 19, 2024 8-K

Humana 8-K Report, Material Agreement (Mar 13, 2024)

Humana Inc. (NYSE: HUM) entered into an underwriting agreement on March 11, 2024 with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, PNC Capital Markets LLC and Wells Fargo Securities, LLC, as representatives of the underwriters, to issue and sell $1,250 million of 5.375% Senior Notes due 2031 (sold at 99.940% of principal) and $1,000 million of 5.750% Senior Notes due 2054 (sold at 99.949% of principal). The offering was completed on March 13, 2024, and the filing states that net proceeds are expected to be approximately $2.226 billion after underwriters' discounts and estimated offering expenses. The Senior Notes are unsecured senior obligations of Humana, ranking equally with its other unsecured, unsubordinated indebtedness. Interest is payable semiannually on April 15 and October 15, beginning October 15, 2024, and the notes mature on April 15, 2031 and April 15, 2054, respectively. The notes were issued under a 2003 indenture with The Bank of New York Mellon Trust Company, N.A. as trustee, supplemented by the Twenty-Eighth and Twenty-Ninth Supplemental Indentures dated March 13, 2024. The company intends to use the net proceeds for general corporate purposes, which may include repaying existing indebtedness, including borrowings under its commercial paper program. The filing also notes that the underwriters and their affiliates have provided commercial banking, investment banking and advisory services to Humana, and that certain affiliates are lenders under its revolving credit facility and 364-day credit facility. The accompanying press releases dated March 11 and March 13, 2024 announced the pricing and closing of the offering.

Mar 13, 2024 8-K

Humana 8-K Report, Regulation FD Disclosure (Mar 5, 2024)

Humana Inc. filed this Form 8-K on March 5, 2024 under Item 7.01 (Regulation FD Disclosure) to say that members of its senior management team will meet with investors and analysts at an industry conference and other meetings between March 5, 2024 and March 31, 2024. During these meetings, the Company intends to reaffirm its guidance for the year ending December 31, 2024 (FY 2024) of approximately $14.87 in diluted earnings per common share and approximately $16.00 in adjusted earnings per common share. The filing states this guidance is consistent with the guidance issued in Humana's press release dated January 25, 2024. The filing includes a reconciliation of GAAP to adjusted EPS for FY 2024. The adjustments are amortization of identifiable intangibles of $0.49 per share, the impact of the exit of the employer group commercial medical products business of $0.97 per share, and a cumulative net tax impact of non-GAAP adjustments of $(0.33) per share. Management states that adjusted EPS is used to evaluate core operating performance, for planning and decision-making, and in determining incentive compensation, and that it should be considered in addition to, not as a substitute for, GAAP EPS. For investors, the key takeaway is that the filing reaffirms rather than changes Humana's FY 2024 earnings outlook, and it discloses the non-GAAP items that bridge the two EPS measures.

Mar 5, 2024