Obligation Humanis Inc 2.9% ( US444859BJ00 ) en USD

Humanis Inc

100 % ▲

Etas-Unis

US444859BJ00 ( en USD )

2.9% par an ( paiement semestriel )

14/12/2022 - Obligation échue

Prospectus brochure de l'obligation Humana Inc US444859BJ00 en USD 2.9%, échue

2 000 USD

400 000 000 USD

444859BJ0

BBB+ ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

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 US444859BJ00, paye un coupon de 2.9% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/12/2022

L'Obligation émise par Humanis Inc ( Etas-Unis ) , en USD, avec le code ISIN US444859BJ00, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Humanis Inc ( Etas-Unis ) , en USD, avec le code ISIN US444859BJ00, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B5 1 d470720d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-202623
CALCULATION OF REGISTRATION FEE

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

Price
Registration Fee(1)
2.500% notes due 2020

$400,000,000

$49,800
2.900% notes due 2022

$400,000,000

$49,800

(1)
Pursuant to Rule 456(b), calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents
Prospectus Supplement
December 14, 2017
(To Prospectus dated March 9, 2015)
$800,000,000

Humana Inc.
$400,000,000 2.500% Senior Notes due 2020
$400,000,000 2.900% Senior Notes due 2022

The 2020 notes will bear interest at 2.500% per year and the 2022 notes will bear interest at 2.900% per year. Interest on the notes is payable on June 15
and December 15 of each year, beginning on June 15, 2018. The 2020 notes will mature on December 15, 2020 and the 2022 notes will mature on December
15, 2022. Interest on the notes will accrue from December 21, 2017.
At our option, we may redeem the 2020 notes and the 2022 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 2020 Note

Total

Per 2022 Note

Total

Public Offering Price(1)

99.946%
$399,784,000

99.830%
$399,320,000
Underwriting Discount

0.450%
$
1,800,000

0.600%
$
2,400,000
Proceeds to Humana Inc. (before expenses)(1)

99.496%
$397,984,000

99.230%
$396,920,000

(1) Plus accrued interest, if any, from December 21, 2017.

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Final Prospectus Supplement
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 December 21, 2017, which is the fifth business day following the date of this
prospectus supplement (such settlement cycle referred to as "T+5"), through The Depository Trust Company, including its participants Clearstream Banking
S.A. and Euroclear Bank S.A./N.V. Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are
required to settle in two business days, unless the parties to such trade expressly agree otherwise. See "Underwriting."

Joint Book-Running Managers

BofA Merrill Lynch

Citigroup

J.P. Morgan
Senior Co-Managers

PNC Capital Markets LLC

US Bancorp

Wells Fargo Securities
Co-Managers

Barclays
BB&T Capital Markets
Goldman Sachs & Co. LLC

Morgan Stanley
BNY Mellon Capital Markets, LLC

Fifth Third Securities

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-33
Experts
S-33
Prospectus

About This Prospectus

1
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
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Final Prospectus Supplement
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.

S-i
Table of Contents
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Final Prospectus Supplement
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 Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2017, June 30, 2017 and September 30, 2017, filed with

the SEC on May 3, 2017, August 2, 2017 and November 8, 2017, respectively; and

· 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),
February 27, 2017, March 16, 2017 (only that portion of the current report filed on that date that relates to Items 1.01 and 2.03), April 3,

2017, April 21, 2017 (as amended by the amendment to the Current Report on Form 8-K filed on July 5, 2017), May 22, 2017, June 19,
2017, July 5, 2017, August 21, 2017, November 13, 2017, November 22, 2017, November 29, 2017 (only that portion of the current
report filed on that date that relates to Item 2.04), December 14, 2017, December 14, 2017 and December 14, 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 September 30, 2017, we had approximately 13.8 million members in our medical benefit plans, as well as
approximately 6.9 million members in our specialty products. For the nine months ended September 30, 2017, approximately 78.7% of our
total premiums and services revenue were derived from contracts with the federal government. 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 four reportable segments: Retail, Group and Specialty, Healthcare Services and Individual Commercial.
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
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Final Prospectus Supplement
segment groupings are consistent with information used by our Chief Executive Officer to assess performance and allocate resources.
The Retail segment consists of Medicare benefits, marketed to individuals or directly via group accounts. In addition, the Retail segment
also 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, collectively our state-based
contracts. The Group and Specialty segment consists of employer group commercial fully-insured medical and specialty health insurance
benefits marketed to individuals and employer groups, including dental, vision, and other supplemental health and voluntary insurance
benefits and financial protection products, as well as administrative services only, or ASO products. In addition, our Group and Specialty
segment includes 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, and clinical care
service, as well as services and capabilities to promote wellness and advance population health. The Individual Commercial segment consists
of our individual commercial fully-insured medical health insurance benefits. We 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.
Recent Developments
On November 29, 2017, we issued redemption notices to redeem our $300 million aggregate principal amount of 6.30% senior notes due
August 1, 2018 (the "6.30% Notes") and our $500 million aggregate principal amount of 7.20% senior notes due June 15, 2018 (the "7.20%
Notes" and together with the 6.30% Notes, the "2018 Notes") on December 29, 2017 (the "Redemption Date") at a redemption price equal to
the greater of (i) 100% of the principal amount thereof and (ii) the sum of the present values of the remaining scheduled payments on the 2018
Notes to be redeemed consisting of principal and interest, exclusive of interest accrued to the Redemption Date, discounted to the Redemption
Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus (a) 30 basis
points for the 6.30% Notes and (b) 50 basis points for the 7.20% Notes, plus in each case, accrued interest to the Redemption Date.

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 million initial aggregate principal amount of 2.500% Senior Notes due 2020
(referred to as the 2020 notes) and $400 million initial aggregate principal amount of
2.900% Senior Notes due 2022 (referred to as the 2022 notes). We refer to the 2020

notes and the 2022 notes collectively as the notes.
Interest Rate
The 2020 notes will bear interest at a rate of 2.500% per year and the 2022 notes will

bear interest at a rate of 2.900% per year.
Maturity Date
The 2020 notes will mature on December 15, 2020 and the 2022 notes will mature on

December 15, 2022.
Interest Payment Dates

June 15 and December 15 of each year, commencing on June 15, 2018.
Ranking
The notes will be our unsecured senior obligations and will rank equally with all of
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Final Prospectus Supplement
our existing and future unsecured and unsubordinated indebtedness. The notes will
be effectively 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 September 30,
2017, after giving effect to this offering and the use of proceeds therefrom, we would
have had $4.0 billion of other 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, 2020 (their maturity date) in the case of the 2020 notes and
prior to November 15, 2022 (one month prior to their maturity date) in the case of
the 2022 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 November 15, 2022 (one month prior to their maturity date), we
may redeem the 2022 notes, in whole, or from time to time in part, at a redemption
price equal to 100% of the principal amount of the 2022 notes being redeemed plus

accrued and unpaid interest to the redemption date.
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 make an offer to

S-2
Table of Contents
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 $793.0 million. We
intend to use the net proceeds, together with available cash, to fund the redemption

of our 2018 Notes. See "Use of Proceeds" in this prospectus supplement.
Additional Issuances
We may "re-open" either series of notes and issue an unlimited aggregate 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.

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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-Q for the quarterly period ended September 30, 2017, 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 September 30, 2017, 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 $8.3 billion under such ratios, including $2.0 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
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The Notes Are Unsecured Obligations and Will Be Structurally Subordinated to the Obligations of Our Subsidiaries
The notes will not be secured by any of our assets and will be effectively subordinated to any of our existing and future secured indebtedness
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Final Prospectus Supplement
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 September 30, 2017, 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.
Indebtedness of our subsidiaries and obligations and liabilities of our subsidiaries will be structurally senior to the notes since, in the event of
our bankruptcy, liquidation, dissolution, reorganization or other winding up, the assets of our subsidiaries will be available to pay the notes only
after the subsidiaries' indebtedness and obligations and liabilities are paid in full. Because we stand as an equity holder, rather than a creditor, of
our subsidiaries, creditors of those subsidiaries will have their debt satisfied out of the subsidiaries' assets before our creditors, including the
noteholders. Because our operations are and will be conducted by our subsidiaries, these subsidiaries have incurred and will continue to incur
significant obligations and liabilities.
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 nine of our ten 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.
Other Risks
Proposed changes to U.S. tax laws may, if enacted, have a material adverse impact on our business.
The U.S. House of Representatives and the U.S. Senate have each passed versions of tax reform legislation that would, among other things,
significantly impact U.S. taxation of corporations, and have formed a conference committee to resolve the differences between the House and
Senate versions. Although the House and Senate versions differ in certain respects, each includes provisions that would, if enacted, reduce the U.S.
corporate tax rate, introduce a capital investment deduction, limit the interest deduction, limit the use of net operating losses to offset future taxable
income, and make extensive changes to the international tax system, including the taxation of the accumulated foreign earnings of U.S.
multinational corporations. A reduction in the U.S. corporate tax rate may significantly decrease the value of our deferred tax assets, which could
result in a reduction of net income in the period in which the change is enacted. We cannot predict which, if any, of these proposals will be enacted
into law, the timing or effective date of any such enactment or the resulting impact any such enactment will have on us.

S-5
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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 nine For the nine

months ended
months ended

For the year ended December 31,

September 30,
September 30,

2017

2016
2016
2015 2014 2013
2012
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Final Prospectus Supplement
Ratio of earnings to fixed charges(1)(2)

17.7x
12.1x 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.

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CAPITALIZATION
The following table sets forth historical cash and cash equivalents and capitalization as of September 30, 2017:

· 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 of

$793.0 million, together with available cash, to make principal payments of approximately $803.0 million in connection with the
redemption of our 2018 Notes.

As of

September 30, 2017

Actual
As Adjusted

(in millions)

Cash and cash equivalents

$ 9,865
$
9,855

Long-term debt:

Notes offered hereby

--

798
Existing Senior Notes

3,977

3,977
Credit facility(1)

--

--

Total long-term debt(2)

$ 3,977
$
4,775

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

2,641

2,641
Retained earnings

13,571

13,571
Accumulated other comprehensive (loss) income

12

12
Treasury stock, at cost, 55,712,062 shares

(5,017)

(5,017)

Total stockholders' equity

11,240

11,240

Total capitalization

$15,217
$
16,015

(1)
As of the date of this prospectus supplement, we have no borrowings outstanding under our $2.0 billion revolving credit agreement and no
outstanding letters of credit. Accordingly, we have $2.0 billion of remaining borrowing capacity under our revolving credit agreement.
(2)
We also have commercial paper and other borrowings due within one year of $953.0 million as of September 30, 2017, of which
$803.0 million is represented by the 2018 Notes.

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USE OF PROCEEDS
We estimate that our net proceeds from the issuance and sale of the notes will be approximately $793.0 million, after deducting underwriters'
discounts and our estimated offering expenses. We intend to use the net proceeds, together with available cash, to fund the redemption of our 2018
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Final Prospectus Supplement
Notes.
If we do not use the net proceeds immediately, we will temporarily invest them in short-term, interest-bearing obligations.

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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, as trustee, as supplemented by a separate supplemental indenture to be dated as of December 21, 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 2020 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 December 15, 2020;

· 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 2020 notes will:

· accrue at the rate of 2.500% per annum;

· accrue from December 21, 2017 or the most recent interest payment date on which interest was paid;

· be payable in cash semi-annually in arrears on June 15 and December 15 of each year, commencing on June 15, 2018;

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