Obligation Humanis Inc 3.95% ( US444859BF87 ) en USD

Humanis Inc

99.72 % ▲

Etas-Unis

US444859BF87 ( en USD )

3.95% par an ( paiement semestriel )

14/03/2027

Prospectus brochure de l'obligation Humana Inc US444859BF87 en USD 3.95%, échéance 14/03/2027

2 000 USD

600 000 000 USD

444859BF8

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/03/2026 ( Dans 34 jours )

Humana Inc. est une entreprise américaine de soins de santé intégrée offrant des produits et services d'assurance maladie, de soins de santé à domicile et de services de santé aux personnes âgées et autres populations vulnérables.

L'Obligation émise par Humanis Inc ( Etas-Unis ) , en USD, avec le code ISIN US444859BF87, paye un coupon de 3.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2027

L'Obligation émise par Humanis Inc ( Etas-Unis ) , en USD, avec le code ISIN US444859BF87, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Humanis Inc ( Etas-Unis ) , en USD, avec le code ISIN US444859BF87, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-202623
CALCULATION OF REGISTRATION FEE

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

Offering Price
Registration Fee(1)
3.950% notes due 2027

$600,000,000

$69,540
4.800% notes due 2047

$400,000,000

$46,360

(1)
Pursuant to Rule 456(b), calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents

Prospectus Supplement
March 13, 2017
(To Prospectus dated March 9, 2015)
$1,000,000,000

Humana Inc.
$600,000,000 3.950% Senior Notes due 2027
$400,000,000 4.800% Senior Notes due 2047

The 2027 notes will bear interest at 3.950% per year and the 2047 notes will bear interest at 4.800% per year. Interest on the notes is payable
on September 15 and March 15 of each year, beginning on September 15, 2017. The 2027 notes will mature on March 15, 2027, and the 2047 notes
will mature on March 15, 2047. Interest on the notes will accrue from March 16, 2017.
At our option, we may redeem the 2027 notes and the 2047 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 2027 Note

Total

Per 2047 Note

Total

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Public Offering Price(1)

99.877%
$599,262,000

99.905%
$399,620,000
Underwriting Discount

0.650%
$
3,900,000

0.875%
$
3,500,000
Proceeds to Humana Inc. (before expenses)(1)

99.227%
$595,362,000

99.030%
$396,120,000

(1)
Plus accrued interest, if any, from March 16, 2017.

The notes will not be listed on any securities exchange. Currently, there are no public markets for the notes.
The underwriters expect to deliver the notes to purchasers on or about March 16, 2017 through The Depository Trust Company, including its
participants Clearstream Banking S.A. and Euroclear Bank S.A./N.V.

Joint Book-Running Managers

BofA Merrill Lynch

J.P. Morgan

Morgan Stanley

US Bancorp
Co-Managers

Citigroup

PNC Capital Markets LLC

Wells Fargo Securities
Barclays

BB&T Capital Markets

BNY Mellon Capital Markets, LLC
Credit Suisse
Fifth Third Securities
Goldman, Sachs & Co.

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
Risk Factors

2
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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 or Multiple Shares of Preferred Stock

15
Description of the Common Stock

17
Description of the Securities Warrants

18
Plan of Distribution

19
Legal Matters

21
Experts

21
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," "our" and the "Company" 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.

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S-i
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, 2016, filed with the SEC on February 17, 2017 (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 8, 2017);

· our Current Reports on Form 8-K filed with the SEC on February 8, 2017 (only that portion of the current report filed on that date that

relates to Item 5.02), February 15, 2017 (only that portion of the current report filed on that date that relates to Items 1.01 and 1.02) and
February 27, 2017.
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 December 31, 2016, we had approximately 14.2 million members in our medical benefit plans, as well as
approximately 7.0 million members in our specialty products. During 2016, 75% of our total premiums and services revenue were derived
from contracts with the federal government, including 14% 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 598,100
members as of December 31, 2016.
We manage our business with three reportable segments: Retail, 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.
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The Retail segment consists of Medicare benefits, marketed to individuals or directly via group accounts, as well as individual
commercial fully-insured medical and specialty health insurance benefits, including dental, vision, and other supplemental health and financial
protection products. In addition, the Retail segment 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 Group segment consists of employer group commercial fully-insured medical and specialty health insurance
benefits, including dental, vision and other supplemental health and voluntary insurance benefits, as well as administrative services only. In
addition, our Group Segment includes our health and wellness products (primarily marketed to employer groups) and military services
business, primarily our TRICARE South Region contract. The Healthcare Services segment includes services offered to our health plan
members as well as to third parties including pharmacy solutions, provider services, home based services, and clinical programs, as well as
services and capabilities to advance population health. We will continue to report under the category of Other Businesses those businesses
which do not align with the reportable segments described above, primarily our closed-block long-term care insurance policies.
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
$600,000,000 initial aggregate principal amount of 3.950% Senior Notes due 2027
(referred to as the 2027 notes) and $400,000,000 initial aggregate principal amount of
4.800% Senior Notes due 2047 (referred to as the 2047 notes). We refer to the 2027
notes and the 2047 notes collectively as the notes.

Interest Rate
The 2027 notes will bear interest at a rate of 3.950% per year and the 2047 notes will
bear interest at the rate of 4.800% per year.

Maturity Date
The 2027 notes will mature on March 15, 2027 and the 2047 notes will mature on March
15, 2047.

Interest Payment Dates
September 15 and March 15 of each year, commencing on September 15, 2017.

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. As of December 31, 2016,
after giving effect to this offering and the use of proceeds therefrom, we would have had
$3.8 billion of senior debt that ranks equal in right of payment with the notes and no
secured debt that would be effectively senior to the notes.

Optional Redemption
Prior to December 15, 2026 (three months prior to their maturity date) in the case of the
2027 notes, and prior to September 15, 2046 (six months prior to their maturity date) in
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the case of the 2047 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 December 15, 2026 (three months prior to their maturity date), we may
redeem the 2027 notes, in whole, or from time to time in part, at a redemption price
equal to 100% of the principal amount of the 2027 notes being redeemed plus accrued

and unpaid interest to the redemption date. Commencing on September 15, 2046 (six
months prior to their maturity date), we may redeem the 2047 notes, in whole, or from
time to time in part, at a redemption price equal to 100% of the principal amount of the
2047 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 $988 million. We intend to
use the net proceeds 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
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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 Structurally Subordinated to All Liabilities of Our
Subsidiaries
Because we operate as a holding company, the notes are structurally 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-K for the year ended December 31, 2016, 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 December 31, 2016, 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 $4.6 billion under such ratios, including $1 billion 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 December 31, 2016, 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
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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 seven of our eight outstanding series
of 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."
Liquid Trading Markets 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 for each series of 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. Liquid trading markets may not develop for the notes. In the absence
of active trading markets, 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 year ended December 31,

2016
2015
2014
2013
2012
Ratio of earnings to fixed charges(1)(2)
7.2x 10.6x 9.1x 9.9x 11.7x
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.
(2)
There are no shares of preferred stock outstanding.

S-6
Table of Contents
CAPITALIZATION
The following table sets forth historical cash and cash equivalents and capitalization as of December 31, 2016:

· 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.

As of

December 31, 2016

Actual
As Adjusted

(in millions)

Cash and cash equivalents

$ 3,877
$
4,865

Long-term debt:

Notes offered hereby

--

988
Senior Notes

3,792

3,792
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Credit facility(1)

--

--

Total long-term debt

$ 3,792
$
4,780

Stockholders' equity:

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

--

--
Common stock; $0.16-2/3 par value; 300,000,000 shares authorized; 198,495,007 shares issued

33

33
Capital in excess of par value

2,562

2,562
Retained earnings

11,454

11,454
Accumulated other comprehensive (loss) income

(66)

(66)
Treasury stock, at cost, 49,189,811 shares

(3,298)

(3,298)

Total stockholders' equity

10,685

10,685

Total capitalization

$14,477
$
15,465

(1)
As of the date of this prospectus supplement, we have no borrowings outstanding under our $1.0 billion revolving credit agreement and no
outstanding letters of credit. Accordingly, we have $1.0 billion 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 $988 million, after deducting underwriters'
discounts and our estimated offering expenses. We intend to use the net proceeds 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 March 16, 2017. 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 2027 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
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$600 million;

· will mature on March 15, 2027;

· 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 2027 notes will:

· accrue at the rate of 3.950% per annum;

· accrue from March 16, 2017 or the most recent interest payment date on which interest was paid;

· be payable in cash semi-annually in arrears on September 15 and March 15 of each year, commencing on September 15, 2017;

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· be payable to the holders of record on the September 1 and March 1 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 2047 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;

· will mature on March 15, 2047;

· 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 2047 notes will:

· accrue at the rate of 4.800% per annum;

· accrue from March 16, 2017 or the most recent interest payment date on which interest was paid;

· be payable in cash semi-annually in arrears on September 15 and March 15 of each year, commencing on September 15, 2017;

· be payable to the holders of record on the September 1 and March 1 immediately preceding the related interest payment date; and

· be computed on the basis of a 360-day year comprised of twelve 30-day months.
If any interest payment date or maturity date for any series of notes falls on a day that is not a business day, the required payment of principal
or interest will be made on the next business day as if made on the date that payment was due, and no interest will accrue on that payment for the
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