Obbligazione Humanis Inc 2.625% ( US444859BC56 ) in USD

Emittente Humanis Inc
Prezzo di mercato 100 USD  ⇌ 
Paese  Stati Uniti
Codice isin  US444859BC56 ( in USD )
Tasso d'interesse 2.625% per anno ( pagato 2 volte l'anno)
Scadenza 01/10/2019 - Obbligazione č scaduto



Prospetto opuscolo dell'obbligazione Humana Inc US444859BC56 in USD 2.625%, scaduta


Importo minimo 2 000 USD
Importo totale 400 000 000 USD
Cusip 444859BC5
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Descrizione dettagliata Humana Inc. č una societā statunitense operante nel settore sanitario, fornendo piani assicurativi Medicare e Medicaid, oltre a prodotti e servizi di assistenza sanitaria a individui e famiglie.

The Obbligazione issued by Humanis Inc ( United States ) , in USD, with the ISIN code US444859BC56, pays a coupon of 2.625% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 01/10/2019







Final Prospectus Supplement
424B5 1 d788660d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(5)
SEC File No. 333-180023
CALCULATION OF REGISTRATION FEE


Title of Each Class of
Maximum
Securities
Offering
Amount of
to be Registered

Price
Registration Fee(1)
2.625% notes due 2019

$400,000,000

$51,520
3.850% notes due 2024

$600,000,000

$77,280
4.950% notes due 2044

$750,000,000

$96,600

(1)
Pursuant to Rule 456(b), calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents
Prospectus Supplement
September 16, 2014
(To Prospectus dated March 9, 2012)
$1,750,000,000

Humana Inc.
$400,000,000 2.625% Senior Notes due 2019
$600,000,000 3.850% Senior Notes due 2024
$750,000,000 4.950% Senior Notes due 2044


The 2019 notes will bear interest at 2.625% per year, the 2024 notes will bear interest at 3.850% per year and the 2044 notes will bear interest
at 4.950% per year. Interest on the notes is payable on April 1 and October 1 of each year, beginning on April 1, 2015. The 2019 notes will mature
on October 1, 2019, the 2024 notes will mature on October 1, 2024, and the 2044 notes will mature on October 1, 2044. Interest on the notes will
accrue from September 19, 2014.
At our option, we may redeem the 2019 notes, the 2024 notes and the 2044 notes, in whole or in part, before their maturity date at the
applicable redemption prices described in this prospectus supplement under the caption "Description of the Notes--Optional Redemption." If a
change of control triggering event as described in this prospectus supplement occurs, unless we have exercised our option to redeem the notes, we
will be required to offer to repurchase the notes at the price described in this prospectus supplement under the caption "Description of the Notes--
Offer to Repurchase Upon Change of Control Triggering Event."


The notes will be our unsecured senior obligations and will rank equally with all of our other existing and future unsecured senior
indebtedness.
Investing in the notes involves risks that are described in the "Risk Factors" sections beginning on page S-4 of this prospectus
supplement and in other documents incorporated by reference in this prospectus supplement and the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.





Per 2019 Note

Total

Per 2024 Note

Total

Per 2044 Note

Total

http://www.sec.gov/Archives/edgar/data/49071/000119312514345614/d788660d424b5.htm[9/18/2014 4:15:49 PM]


Final Prospectus Supplement
Public Offering Price(1)


99.995%
$399,980,000

99.867%
$599,202,000

99.518%
$746,385,000
Underwriting Discount


0.600%
$
2,400,000

0.650%
$
3,900,000

0.875%
$
6,562,500
Proceeds to Humana Inc.
(before expenses)(1)


99.395%
$397,580,000

99.217%
$595,302,000

98.643%
$739,822,500

(1) Plus accrued interest, if any, from September 19, 2014.


The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
The underwriters expect to deliver the notes to purchasers on or about September 19, 2014 through The Depository Trust Company, including
its participants Clearstream Banking S.A. and Euroclear Bank S.A./N.V.


Joint Book-Running Managers

Barclays
BofA Merrill Lynch
J.P. Morgan
Wells Fargo Securities



Co-Managers

Citigroup

Morgan Stanley

US Bancorp
BB&T Capital Markets

BNY Mellon Capital Markets, LLC

Credit Suisse
Fifth Third Securities, Inc.

Goldman, Sachs & Co.

PNC Capital Markets LLC
UMB Financial Services, Inc.
Table of Contents
You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying
prospectus and any related free writing prospectus prepared by us. We and the underwriters have not authorized any other person to
provide you with different information and we take no responsibility for, and can provide no assurance as to the reliability of, any other
information that others may give you. If anyone provides you with different or inconsistent information, you should not rely on it. We and
the underwriters are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
You should not assume that the information contained in this prospectus supplement, the accompanying prospectus, any related free
writing prospectus prepared by us, or the documents incorporated by reference in this prospectus supplement or the accompanying
prospectus is accurate as of any date other than the date on the front cover of this prospectus supplement, the accompanying prospectus,
any free writing prospectus prepared by us or the documents incorporated by reference.


TABLE OF CONTENTS
Prospectus Supplement



Page
About This Prospectus Supplement
S-i
Forward-Looking Statements
S-i
Incorporation of Certain Documents by Reference
S-ii
Summary
S-1
The Offering
S-2
Risk Factors
S-4
Ratio of Earnings to Fixed Charges
S-6
Capitalization
S-7
Use of Proceeds
S-8
Description of the Notes
S-9
Certain United States Federal Tax Considerations
S-22
Underwriting
S-28
Legal Matters
S-32
Experts
S-32
Prospectus

About This Prospectus

1
http://www.sec.gov/Archives/edgar/data/49071/000119312514345614/d788660d424b5.htm[9/18/2014 4:15:49 PM]


Final Prospectus Supplement
Risk Factors

2
Forward-Looking Statements

3
Where You Can Find Additional Information

5
Incorporation of Certain Documents by Reference

6
Our Company

7
Use of Proceeds

8
Description of the Securities We May Issue

9
Description of the Debt Securities

13
Description of the Preferred Stock and the Depositary Shares Representing Fractional Shares of Preferred Stock

16
Description of the Common Stock

18
Description of the Securities Warrants

19
Plan of Distribution

20
Legal Matters

22
Experts

22

Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
These offering materials consist of two documents and the information incorporated by reference in these two documents: this prospectus
supplement, which describes the terms of the notes that we are currently offering, and the accompanying prospectus, which provides general
information about us and our debt securities, some of which may not apply to the notes that we are currently offering. If information in this
prospectus supplement, or the information incorporated by reference in this prospectus supplement, is inconsistent with, updates or changes the
information in the accompanying prospectus or the information incorporated by reference in the accompanying prospectus, this prospectus
supplement, or the information incorporated by reference in this prospectus supplement, will apply and will supersede that information in the
accompanying prospectus or the information incorporated by reference in the accompanying prospectus. In addition, the information in this
prospectus supplement may add to, update or change the information incorporated by reference in this prospectus supplement and accordingly will
supersede that information.
It is important for you to read and consider all information contained in this prospectus supplement and the accompanying prospectus in
making your investment decision. You should also read and consider the information in the documents incorporated by reference in this prospectus
supplement and the accompanying prospectus, referred to in "Incorporation of Certain Documents by Reference" in this prospectus supplement and
the accompanying prospectus.
Unless otherwise specified, all references in this prospectus supplement to:

· "Humana," the "issuer," "we," "us" and "our" are to Humana Inc., a Delaware corporation, and its consolidated subsidiaries, unless the

context otherwise requires; and


· "underwriters" are to the firms listed in "Underwriting" in this prospectus supplement.
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and any documents we incorporate by reference in this prospectus supplement and
the accompanying prospectus may include both historical and forward-looking statements. The forward-looking statements are made within the
meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934,
as amended, or the Exchange Act. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of complying with
these safe harbor provisions. We have based these forward-looking statements on our current expectations and projections about future events.
These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions, including
information set forth under "Risk Factors" beginning on page S-4 of this prospectus supplement, matters described in this prospectus supplement
and the accompanying prospectus and in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus,
including the "Risk Factors" contained in certain documents incorporated by reference in this prospectus supplement.
We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus supplement, the
accompanying prospectus and the documents incorporated by reference might not occur. There may also be other risks that we are unable to
predict at this time.

S-i
http://www.sec.gov/Archives/edgar/data/49071/000119312514345614/d788660d424b5.htm[9/18/2014 4:15:49 PM]


Final Prospectus Supplement
Table of Contents
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission, or SEC, allows us to "incorporate by reference" into this prospectus supplement and the
accompanying prospectus information contained in documents that we file with it. This means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference into this prospectus supplement and the accompanying prospectus
is an important part of this prospectus supplement and the accompanying prospectus, and information we file later with the SEC will automatically
update and supersede this information. We incorporate by reference the documents listed below and any future filings we will make with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering to which this prospectus supplement relates
(other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules, including Current
Reports on Form 8-K furnished under Item 2.02 and Item 7.01 (including any financial statements or exhibits relating thereto furnished pursuant to
Item 9.01)):

· our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on February 19, 2014 (including the
information specifically incorporated by reference into the Annual Report on Form 10-K from our Definitive Proxy Statement on
Schedule 14A filed with the SEC on March 10, 2014) as updated by our Current Report on Form 8-K filed with the SEC on

September 16, 2014 (which, including its related exhibits, updated certain information included in our Annual Report on Form 10-K
for the year ended December 31, 2013, including Items 1, 7 and 8, as it relates to the effects of the business segment reclassifications in
the first quarter of 2014);

· our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2014 and June 30, 2014, filed with the SEC on May 7,

2014 and July 30, 2014, respectively;

· our Current Reports on Form 8-K filed with the SEC on February 24, 2014 (only the current report filed on that date that relates to
Item 5.02), February 28, 2014, March 31, 2014, April 30, 2014, June 24, 2014, September 9, 2014, September 16, 2014,

and September 16, 2014 (which, including its related exhibits, updated certain information included in our Annual Report on Form 10-
K for the year ended December 31, 2013, including Items 1, 7 and 8, as it relates to the effects of the business segment reclassifications
in the first quarter of 2014).
You may request a copy of these filings at no cost, by writing or telephoning us at the following address:
500 West Main Street
Louisville, Kentucky 40202
(502) 580-1000
Attn: Investor Relations
You may also obtain a copy of these filings from our Internet website at www.humana.com. Please note, however, that the information on
our Internet website, other than the documents listed above, is not intended to be incorporated by reference into this prospectus supplement or the
accompanying prospectus and should not be considered a part of this prospectus supplement or the accompanying prospectus.

S-ii
Table of Contents
SUMMARY
Humana Inc.
Headquartered in Louisville, Kentucky, we are a leading health and well-being company focused on making it easy for people to achieve
their best health with clinical excellence through coordinated care. Our strategy integrates care delivery, the member experience, and clinical
and consumer insights to encourage engagement, behavior change, proactive clinical outreach and wellness for the millions of people we serve
across the country.
As of June 30, 2014, we had approximately 13.61 million members in our medical benefit plans, as well as approximately 7.81 million
members in our specialty products. For the six months ended June 30, 2014, approximately 74% of our total premiums and services revenue
were derived from contracts with the federal government. During 2013, 75% of our total premiums and services revenue were derived from
contracts with the federal government, including 15% derived from our individual Medicare Advantage contracts in Florida with the Centers
for Medicare and Medicaid Services, or CMS, under which we provided health insurance coverage to approximately 415,200 members as of
http://www.sec.gov/Archives/edgar/data/49071/000119312514345614/d788660d424b5.htm[9/18/2014 4:15:49 PM]


Final Prospectus Supplement
December 31, 2013.
We manage our business with three reportable segments: Retail, Employer Group, and Healthcare Services. In addition, the Other
Businesses category includes businesses that are not individually reportable because they do not meet the quantitative thresholds required by
generally accepted accounting principles. These segments are based on a combination of the type of health plan customer and adjacent
businesses centered on well-being solutions for our health plans and other customers, as described below. These segment groupings are
consistent with information used by our Chief Executive Officer to assess performance and allocate resources.
The Retail segment consists of Medicare and commercial fully-insured medical and specialty health insurance benefits, including dental,
vision, and other supplemental health and financial protection products, marketed directly to individuals, and includes our contract with CMS
to administer the Limited Income Newly Eligible Transition, or LI-NET, prescription drug plan program and contracts with various states to
provide Medicaid, dual eligible, and Long-Term Support Services benefits. The Employer Group segment consists of Medicare and
commercial fully-insured medical and specialty health insurance benefits, including dental, vision, and voluntary benefit products, as well as
administrative services only, or ASO, products and our health and wellness products primarily marketed to employer groups. The Healthcare
Services segment includes services offered to our health plan members as well as to third parties including pharmacy, provider services, home
based services, integrated behavioral health services and predictive modeling and informatics services. The Other Businesses category consists
of our military services, primarily our TRICARE South Region contract, closed-block of long-term care insurance policies, and our Puerto
Rico Medicaid contracts under which coverage was terminated effective September 30, 2013.
Corporate Information
Our principal executive offices are located at 500 West Main Street, Louisville, Kentucky 40202, and our telephone number is
(502) 580-1000.


S-1
Table of Contents
The Offering
The following summary contains basic information about the notes and is not intended to be complete. For a more complete
understanding of the notes, please refer to the section entitled "Description of the Notes" in this prospectus supplement and "Description of
the Debt Securities" in the accompanying prospectus.

Issuer
Humana Inc.

Notes Offered
$400,000,000 initial aggregate principal amount of 2.625% Senior Notes due 2019
(referred to as the 2019 notes), $600,000,000 initial aggregate principal amount of
3.850% Senior Notes due 2024 (referred to as the 2024 notes) and $750,000,000 initial
aggregate principal amount of 4.950% Senior Notes due 2044 (referred to as the 2044
notes). We refer to the 2019 notes, the 2024 notes and the 2044 notes collectively as the
notes.

Interest Rate
The 2019 notes will bear interest at a rate of 2.625% per year, the 2024 notes will bear
interest at the rate of 3.850% per year and the 2044 notes will bear interest at the rate of
4.950% per year.

Maturity Date
The 2019 notes will mature on October 1, 2019, the 2024 notes will mature on October
1, 2024 and the 2044 notes will mature on October 1, 2044.

Interest Payment Dates
April 1 and October 1 of each year, commencing on April 1, 2015.

Ranking
The notes will be our unsecured senior obligations and will rank equally with all of our
existing and future unsecured and unsubordinated indebtedness. The notes will
effectively rank junior to any of our existing and future secured indebtedness to the
extent of the assets securing that indebtedness, and will be structurally subordinated to
any indebtedness and other liabilities of our subsidiaries.

Optional Redemption
Prior to October 1, 2019 (their maturity date), in the case of the 2019 notes, prior to July
http://www.sec.gov/Archives/edgar/data/49071/000119312514345614/d788660d424b5.htm[9/18/2014 4:15:49 PM]


Final Prospectus Supplement
1, 2024 (three months prior to their maturity date) in the case of the 2024 notes, and
prior to April 1, 2044 (six months prior to their maturity date) in the case of the 2044
notes, we may redeem the applicable series of notes, in whole or in part, at any time at
the "make whole" redemption price described in "Description of the Notes--Optional
Redemption" in this prospectus supplement.

Commencing on July 1, 2024 (three months prior to their maturity date), we may
redeem the 2024 notes, in whole, or from time to time in part, at a redemption price
equal to 100% of the principal amount of the 2024 notes being redeemed plus accrued

and unpaid interest to the redemption date. Commencing on April 1, 2044 (six months
prior to their maturity date), we may redeem the 2044 notes, in whole, or from time to
time in part, at a redemption price equal to 100% of the principal amount of the 2044
notes being redeemed plus accrued and unpaid interest to the redemption date.


S-2
Table of Contents
Change of Control
Upon a "Change of Control Triggering Event" (as defined under "Description of the
Notes--Offer to Repurchase Upon Change of Control Triggering Event"), we will be
required to repurchase from holders of the notes all or a portion of their notes at the
purchase price described in "Description of the Notes-- Offer to Repurchase Upon
Change of Control Triggering Event" in this prospectus supplement.

Covenants
The indenture and the respective supplemental indentures governing each series of notes
will contain covenants that, subject to exceptions and qualifications:


· limit our ability and the ability of our subsidiaries to create liens, and

· limit our ability to consolidate, merge or transfer all or substantially all of our

assets.


See "Description of the Notes--Covenants" in this prospectus supplement.

Use of Proceeds
We estimate that our net proceeds from this offering, less underwriters' discounts and
our estimated costs of the offering, will be approximately $1.73 billion. We intend to
use approximately $545 million of the net proceeds to redeem our $500 million
aggregate principal amount of 6.45% senior notes due June 1, 2016, or our "2016
Notes." We intend to use some or all of the remaining net proceeds to repurchase shares
of our common stock pursuant to our existing share repurchase authorization or future
authorizations with the intent, subject to the closing of this offering, to repurchase
$1 billion of our outstanding shares no later than June 30, 2015. We will use any net
proceeds not applied to the foregoing uses for general corporate purposes. See "Use of
Proceeds" in this prospectus supplement.

Additional Issuances
We may "re-open" either series of notes and issue an unlimited principal amount of
additional notes of such series in the future. See "Description of the Notes--Additional
Issuances" in this prospectus supplement.

Risk Factors
See "Risk Factors" beginning on page S-4 of this prospectus supplement and the other
information included or incorporated by reference in this prospectus supplement and the
accompanying prospectus for a discussion of certain factors you should carefully
consider before deciding to invest in the notes.


S-3
Table of Contents
http://www.sec.gov/Archives/edgar/data/49071/000119312514345614/d788660d424b5.htm[9/18/2014 4:15:49 PM]


Final Prospectus Supplement
RISK FACTORS
Before making a decision to invest in the notes, you should carefully consider the following:

· the risk factors described below and those contained in the documents incorporated by reference in this prospectus supplement and the

accompanying prospectus; and

· the other information included in this prospectus supplement, the accompanying prospectus and incorporated by reference in this

prospectus supplement and the accompanying prospectus.
Risks Associated with the Notes
Our Ability to Obtain Funds from Our Subsidiaries Is Limited and the Notes Will Be Effectively Subordinated to All Liabilities of Our
Subsidiaries
Because we operate as a holding company, the notes are effectively subordinated to all existing and future indebtedness and other liabilities
of our subsidiaries. Our subsidiaries are the operating entities which generate revenues. As a result, we will be dependent upon dividends,
administrative expense reimbursements, and intercompany transfers of funds from our subsidiaries to meet our payment obligations on the notes.
However, all of our subsidiaries that earn premiums are regulated by state departments of insurance. In most states, we are required to seek prior
approval by these state regulatory authorities before we transfer money or pay dividends from these subsidiaries that exceed specified amounts, or,
in some states, any amount. We are also required by law to maintain specific prescribed minimum amounts of capital in these subsidiaries. See
"Management's Discussion and Analysis of Financial Condition and Results of Operations--Future Sources and Uses of Liquidity--Regulatory
Requirements" in our Form 10-Q for the quarterly period ended June 30, 2014, which is incorporated by reference in this prospectus supplement.
In addition, we normally notify the state departments of insurance prior to making payments that do not require approval. Accordingly, since the
premiums earned by these subsidiaries account for substantially all of our total revenues, we cannot guarantee that sufficient funds will be available
to us to pay interest on or the principal of the notes. In addition, in the event of our bankruptcy, liquidation or any similar proceeding, holders of
notes will be entitled to payment only after the holders of any indebtedness and other liabilities of our subsidiaries have been paid or provided for
by these subsidiaries, including the claims of our members. In addition, the indenture under which each series of notes will be issued does not
restrict us or our subsidiaries from incurring additional indebtedness.
We Have Financial and Operating Restrictions in Our Debt Instruments That May Have an Adverse Effect on Our Operations
Agreements governing our existing indebtedness contain covenants that limit our ability to incur additional indebtedness, to create liens or
other encumbrances, to make certain payments and investments, including dividend payments, and to sell or otherwise dispose of assets and merge
or consolidate with other entities. Our credit facility also requires us to meet certain financial ratios and tests. As of June 30, 2014, after taking into
account these ratios and tests (and prior to the issuance of notes offered hereby), we had the ability to incur up to an additional approximately $4.8
billion under such ratios, including $995 million of borrowing capacity under our credit facility. Agreements we enter into in the future governing
indebtedness could also contain significant financial and operating restrictions.
A failure to comply with the obligations contained in our current or future credit facilities or indentures could result in an event of default or
an acceleration of debt under other instruments that may contain cross-acceleration or cross-default provisions. We cannot be certain that we
would have, or be able to obtain, sufficient funds to make these accelerated payments.

S-4
Table of Contents
The Notes Are Unsecured Obligations
The notes will not be secured by any of our assets and are effectively subordinated to any of our existing and future secured indebtedness to
the extent of the value of the assets securing that indebtedness. Accordingly, in the event of our bankruptcy, liquidation or any similar proceeding,
holders of the notes will be entitled to payment only after the holders of any of our secured indebtedness have been paid to the extent of the value
of the assets securing that indebtedness. As of June 30, 2014, we had no secured indebtedness outstanding. In addition, the indenture governing our
existing notes and the notes being offered hereby permit us to incur additional indebtedness, including secured indebtedness.
We May Not Have the Ability to Raise the Funds Necessary to Finance the Offer to Repurchase the Notes Upon a Change of Control
Triggering Event
Upon the occurrence of a Change of Control Triggering Event with respect to a series of notes offered hereby, we will be required to offer to
repurchase all outstanding notes of such series at the purchase price described in this prospectus supplement. See "Description of the Notes--Offer
to Repurchase Upon Change of Control Triggering Event." There are similar change of control provisions in four of our six outstanding series of
http://www.sec.gov/Archives/edgar/data/49071/000119312514345614/d788660d424b5.htm[9/18/2014 4:15:49 PM]


Final Prospectus Supplement
senior notes. We cannot assure you that we will have sufficient funds available upon a Change of Control Triggering Event to make any required
repurchases of the notes offered hereby or the other series of senior notes having similar Change of Control provisions. In addition, the Change of
Control that triggers the Change of Control Triggering Event may also result in a default under our credit facility. Any failure to purchase tendered
notes would constitute a default under the indenture governing the notes offered hereby and each other series of notes that has similar Change of
Control provisions. A default could result in the declaration of the principal and interest on all the notes and our other indebtedness to be due and
payable. The terms "Change of Control" and "Change of Control Triggering Event" are defined under "Description of the Notes."
A Liquid Trading Market for the Notes May Not Develop
There has not been an established trading market for either series of notes. We do not intend to apply for listing of the notes on any securities
exchange or for quotation through any automated dealer quotation system. Although the underwriters have informed us that they currently intend
to make a market in the notes, they have no obligation to do so and may discontinue making a market at any time without notice. The liquidity of
any market for the notes will depend on the number of holders of the notes, our performance, the market for similar securities, the interest of
securities dealers in making a market in the notes and other factors. A liquid trading market may not develop for the notes. In the absence of an
active trading market, you may not be able to transfer the notes within the time or at the price you desire.

S-5
Table of Contents
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our consolidated ratio of earnings to fixed charges for the periods indicated:

For the six
For the six
months ended
months ended

June 30,

June 30,

For the year ended December 31,



2014

2013

2013
2012
2011
2010
2009
Ratio of earnings to fixed charges(1)


13.3x

13.8x
9.9x
11.7x
13.6x
12.1x
11.0x
Notes

(1)
For the purposes of determining the ratio of earnings to fixed charges, earnings consist of income before income taxes and fixed charges.
Fixed charges include gross interest expense, amortization of deferred financing expenses and an amount equivalent to interest included in
rental charges. One-third of rental expense represents a reasonable approximation of the interest amount.

S-6
Table of Contents
CAPITALIZATION
The following table sets forth historical unaudited cash and cash equivalents and capitalization as of June 30, 2014:


· on an actual basis; and

· on an as adjusted basis to reflect the issuance and sale of the notes and the receipt and use of the estimated net proceeds thereof,

including in connection with the redemption of our 2016 Notes (but does not reflect share repurchases since June 30, 2014 as well as
our intent to use some or all of the remaining net proceeds for future share repurchases).

As of


June 30, 2014

As


Actual
Adjusted


(in millions)

Cash and cash equivalents

$ 1,593
$ 2,778








Long-term debt:


Senior Notes

2,595
3,827
Credit facility(1)


--

--








Total long-term debt

$ 2,595
$ 3,827








Stockholders' equity:


Preferred stock, $1 par value; 10,000,000 shares authorized; none issued


--

--
http://www.sec.gov/Archives/edgar/data/49071/000119312514345614/d788660d424b5.htm[9/18/2014 4:15:49 PM]


Final Prospectus Supplement
Common stock; $0.16- 2/3 par value; 300,000,000 shares authorized; 197,795,664 shares issued


33

33
Capital in excess of par value

2,376
2,376
Retained earnings

9,567
9,567
Accumulated other comprehensive income


260

260
Treasury stock, at cost, 43,540,726 shares

(2,236)
(2,236)








Total stockholders' equity

10,000
10,000








Total capitalization

$12,595
$13,827









(1)
As of the date of this prospectus supplement, we have no borrowings outstanding under our $1.0 billion revolving credit agreement and $5
million of outstanding letters of credit. Accordingly, we have $995 million of remaining borrowing capacity under our revolving credit
agreement.

S-7
Table of Contents
USE OF PROCEEDS
We estimate that our net proceeds from the issuance and sale of the notes will be approximately $1.73 billion, after deducting underwriters'
discounts and our estimated offering expenses. We intend to use approximately $545 million of the net proceeds to redeem our $500 million
aggregate principal amount of our 2016 Notes. We intend to use some or all of the remaining net proceeds to repurchase shares of our common
stock pursuant to our existing share repurchase authorization or future authorizations with the intent, subject to the closing of this offering, to
repurchase $1 billion of our outstanding shares no later than June 30, 2015. These repurchases may be effected from time to time in the open
market, by block purchases, or in privately-negotiated transactions (including pursuant to accelerated share repurchase agreements with investment
banks). We will use any net proceeds not applied to the foregoing uses for general corporate purposes.
If we do not use the net proceeds immediately, we will temporarily invest them in short-term, interest-bearing obligations.

S-8
Table of Contents
DESCRIPTION OF THE NOTES
The following description of the notes offered hereby supplements the more general description of the debt securities that appears in the
accompanying prospectus. You should read this section together with the section entitled "Description of the Debt Securities" in the accompanying
prospectus. If there are any inconsistencies between the information in this section and the information in the accompanying prospectus, the
information in this section controls and will apply to the notes.
Each series of notes will be issued under a base indenture dated as of August 5, 2003, between Humana and The Bank of New York Mellon
Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A) (as successor to The Bank of New York), as trustee, as
supplemented by a separate supplemental indenture to be dated as of September 19, 2014. As used in this section, all references to the indenture
mean the indenture for each series of notes, in each case consisting of the base indenture as supplemented by the applicable supplemental
indenture. The terms of the notes include those expressly set forth in the indenture and those made part of the indenture by reference to the Trust
Indenture Act of 1939, or the TIA.
This description of the notes is intended to be an overview of the material provisions of the notes and the indenture. Because this description
of the notes and the indenture is only a summary, you should refer to the indenture for a complete description of our obligations and your rights.
In this description of the notes, references to "Humana", the "issuer", "we", "our" and "us" refer to Humana Inc. and do not include its
subsidiaries.
General
The 2019 notes:


·
will be our senior unsecured obligations;

·
will constitute a series of debt securities issued under the indenture and will initially be limited to an aggregate principal amount of

$400 million;
http://www.sec.gov/Archives/edgar/data/49071/000119312514345614/d788660d424b5.htm[9/18/2014 4:15:49 PM]


Final Prospectus Supplement


·
will mature on October 1, 2019;


·
will be subject to earlier redemption at the option of the issuer as described under "--Optional Redemption";

·
will be subject to repurchase by us, in whole or in part, at the option of the holders upon certain specified changes of control as

described under "--Offer to Repurchase Upon Change of Control Triggering Event";


·
will not have the benefit of any sinking fund;


·
will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof; and

·
will be represented by one or more registered notes in global form, but in certain limited circumstances may be represented by notes in

certificated form. See "--Book-Entry Issuance."
Interest on the 2019 notes will:


·
accrue at the rate of 2.625% per annum;


·
accrue from September 19, 2014 or the most recent interest payment date on which interest was paid;


·
be payable in cash semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2015;

S-9
Table of Contents

·
be payable to the holders of record on the March 15 and September 15 immediately preceding the related interest payment date; and


·
be computed on the basis of a 360-day year comprised of twelve 30-day months.
The 2024 notes:


·
will be our senior unsecured obligations;

·
will constitute a series of debt securities issued under the indenture and will initially be limited to an aggregate principal amount of

$600 million;


·
will mature on October 1, 2024;


·
will be subject to earlier redemption at the option of the issuer as described under "--Optional Redemption";

·
will be subject to repurchase by us, in whole or in part, at the option of the holders upon certain specified changes of control as

described under "--Offer to Repurchase Upon Change of Control Triggering Event";


·
will not have the benefit of any sinking fund;


·
will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof; and

·
will be represented by one or more registered notes in global form, but in certain limited circumstances may be represented by notes in

certificated form. See "--Book-Entry Issuance."
Interest on the 2024 notes will:


·
accrue at the rate of 3.850% per annum;


·
accrue from September 19 , 2014 or the most recent interest payment date on which interest was paid;


·
be payable in cash semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2015;


·
be payable to the holders of record on the March 15 and September 15 immediately preceding the related interest payment date; and


·
be computed on the basis of a 360-day year comprised of twelve 30-day months.
The 2044 notes:


·
will be our senior unsecured obligations;

·
will constitute a series of debt securities issued under the indenture and will initially be limited to an aggregate principal amount of

$750 million;


·
will mature on October 1, 2044;


·
will be subject to earlier redemption at the option of the issuer as described under "--Optional Redemption";


http://www.sec.gov/Archives/edgar/data/49071/000119312514345614/d788660d424b5.htm[9/18/2014 4:15:49 PM]


Document Outline