Obligation Humanis Inc 3.125% ( US444859BK72 ) en USD

Humanis Inc

100 % ▲

Etats-unis

US444859BK72 ( en USD )

3.125% par an ( paiement semestriel )

14/08/2029

Prospectus brochure de l'obligation Humana Inc US444859BK72 en USD 3.125%, échéance 14/08/2029

2 000 USD

500 000 000 USD

444859BK7

BBB+ ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

15/02/2026 ( Dans 6 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 ( Etats-unis ) , en USD, avec le code ISIN US444859BK72, paye un coupon de 3.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/08/2029

L'Obligation émise par Humanis Inc ( Etats-unis ) , en USD, avec le code ISIN US444859BK72, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Humanis Inc ( Etats-unis ) , en USD, avec le code ISIN US444859BK72, 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)(5)
Registration No. 333-223554
CALCULATION OF REGISTRATION FEE

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

Offering Price

Registration Fee(1)
3.125% notes due 2029

$500,000,000

$60,600
3.950% notes due 2049

$500,000,000

$60,600

(1)
Pursuant to Rule 456(b), calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents
Prospectus Supplement
(To Prospectus dated March 9, 2018)
$1,000,000,000

Humana Inc.
$500,000,000 3.125% Senior Notes due 2029
$500,000,000 3.950% Senior Notes due 2049

The 2029 notes will bear interest at 3.125% per year and the 2049 notes will bear interest at 3.950% per year. Interest on the notes is payable
on February 15 and August 15 of each year, beginning on February 15, 2020. The 2029 notes will mature on August 15, 2029 and the 2049 notes will
mature on August 15, 2049. Interest on the notes will accrue from August 15, 2019.
At our option, we may redeem the 2029 notes and the 2049 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 2029 Note

Total

Per 2049 Note

Total

Public Offering Price(1)

99.898%
$499,490,000

99.634%
$498,170,000
Underwriting Discount

0.650%
$
3,250,000

0.875%
$
4,375,000
Proceeds to Humana Inc. (before expenses)(1)

99.248%
$496,240,000

98.759%
$493,795,000

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(1)
Plus accrued interest, if any, from August 15, 2019.

The notes will not be listed on any securities exchange. Currently, there are no public markets for the notes.
It is expected that delivery of the notes will be made to purchasers on or about August 15, 2019, 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
(Conflicts of Interest)."

Joint Book-Running Managers

BofA Merrill Lynch

Barclays
Wells Fargo Securities
Senior Co-Managers

Citigroup

J.P. Morgan

PNC Capital Markets LLC

US Bancorp
Co-Managers

BB&T Capital Markets

Goldman Sachs & Co. LLC

Morgan Stanley
BNY Mellon Capital Markets, LLC

Fifth Third Securities

UMB Financial Services, Inc.

August 8, 2019
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-ii
Incorporation of Certain Documents by Reference
S-iii
Summary
S-1
The Offering
S-2
Risk Factors
S-4
Capitalization
S-6
Use of Proceeds
S-7
Description of the Notes
S-8
Certain United States Federal Tax Considerations
S-21
Underwriting (Conflicts of Interest)
S-28
Legal Matters
S-33
Experts
S-33
Prospectus

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About This Prospectus

1
Risk Factors

2
Forward-Looking Statements

3
Where You Can Find Additional Information

6
Incorporation of Certain Documents by Reference

7
Our Company

8
Use of Proceeds

9
Ratio of Earnings to Fixed Charges

10
Description of the Securities We May Issue

11
Description of the Debt Securities

15
Description of the Preferred Stock and the Depositary Shares Representing Fractional or Multiple Shares of Preferred Stock

18
Description of the Common Stock

20
Description of the Securities Warrants

21
Plan of Distribution

22
Legal Matters

24
Experts

24
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 (Conflicts of Interest)" in this prospectus supplement.

S-i
Table of Contents
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. These 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. When
used in this prospectus supplement, the accompanying prospectus and any documents we incorporate by reference, the words or phrases like "expects,"
"believes," "anticipates," "intends," "likely will result," "estimates," "projects" or variations of such words and similar expressions are intended to identify
such forward-looking statements. 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"
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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-ii
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, 2018, filed with the SEC on February 21, 2019 (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 6, 2019);

· our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2019 and June 30, 2019, filed with the SEC on May 1,

2019 and July 31, 2019, respectively; and

· our Current Reports on Form 8-K filed with the SEC on January 30, 2019, April 19, 2019, July 19, 2019 and August 2, 2019.
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-iii
Table of Contents
SUMMARY
Humana Inc.
Headquartered in Louisville, Kentucky, we are a leading health and well-being company committed to helping our millions of medical
and specialty members achieve their best health. Our successful history in care delivery and health plan administration is helping us create a new kind
of integrated care with the power to improve health and well-being and lower costs. Our efforts are leading to a better quality of life for people with
Medicare, families, individuals, military service personnel, and communities at large. To accomplish that, we support physicians and other health care
professionals as they work to deliver the right care in the right place for their patients, our members. Our range of clinical capabilities, resources and
tools--such as in home care, behavioral health, pharmacy services, data analytics and wellness solutions--combine to produce a simplified experience
that makes health care easier to navigate and more effective.
As of June 30, 2019, we had approximately 16.6 million members in our medical benefit plans, as well as approximately 5.9 million
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members in our specialty products. For the six months ended June 30, 2019, approximately 83% of our total premiums and services revenue were
derived from contracts with the federal government. During 2018, 81% 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 provide health insurance coverage to approximately 636,800 members as of December 31, 2018.
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 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 Medicare 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, which we refer to
collectively as 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 benefits, as
well as administrative services only, or ASO products. In addition, our Group and Specialty segment includes military services business, primarily our
TRICARE T2017 East Region contract. The Healthcare Services segment includes our services offered to our health plan members as well as to third
parties, including pharmacy solutions, provider services, and clinical care service, such as home health and other services and capabilities to promote
wellness and advance population health, including our investment in Kindred at Home. The Individual Commercial segment consisted of our
individual commercial fully-insured medical health insurance business, which we exited beginning January 1, 2018. We report under the category of
Other Businesses those businesses that do not align with the reportable segments described above, primarily our closed-block long-term care
insurance policies, which were sold in 2018.
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
$500 million initial aggregate principal amount of 3.125% Senior Notes due 2029 (referred to
as the 2029 notes) and $500 million initial aggregate principal amount of 3.950% Senior
Notes due 2049 (referred to as the 2049 notes). We refer to the 2029 notes and the 2049 notes
collectively as the notes.

Interest Rate
The 2029 notes will bear interest at a rate of 3.125% per year and the 2049 notes will bear
interest at a rate of 3.950% per year.

Maturity Date
The 2029 notes will mature on August 15, 2029 and the 2049 notes will mature on August
15, 2049.

Interest Payment Dates
February 15 and August 15 of each year, commencing on February 15, 2020.

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 be effectively
junior to any of our future secured indebtedness to the extent of the assets securing that
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indebtedness, and will be structurally subordinated to any indebtedness and other liabilities
of our subsidiaries. As of June 30, 2019, after giving effect to this offering and the use of
proceeds therefrom, we would have had $4.7 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 May 15, 2029 (three months prior to their maturity date) in the case of the 2029
notes and prior to February 15, 2049 (six months prior to their maturity date) in the case of
the 2049 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 May 15, 2029 (three months prior to their maturity date), we may redeem
the 2029 notes, in whole, or from time to time in part, at a redemption price equal to 100%
of the principal amount of the 2029 notes being redeemed plus accrued and unpaid interest to

the redemption date. Commencing on February 15, 2049 (six months prior to their maturity
date), we may redeem the 2049 notes, in whole, or from time to time in part, at a redemption
price equal to 100% of the principal amount of the 2049 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
make an offer 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 $987 million. We intend to use the net
proceeds, together with available cash, to repay $400.0 million aggregate principal amount of
our 2.625% senior notes due October 1, 2019 (the "2019 Notes") on the maturity date and
repay outstanding amounts due under our term note. As of June 30, 2019, the outstanding
balance under our term note was $650 million. See "Use of Proceeds" in this prospectus
supplement.

Conflicts of Interest
An affiliate of BofA Securities, Inc. is a lender under our term note and will receive at least
5% of the net proceeds of the offering through the repayment of outstanding amounts under
our term note. Accordingly, this offering will be conducted in accordance with Rule 5121 of
the Financial Industry Regulatory Authority ("FINRA"). See "Underwriting (Conflicts of
Interest)."

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.

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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
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 June 30, 2019, 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 and term note agreement also require us to meet certain financial ratios and tests. As of June 30, 2019,
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 $6.2 billion under such ratios, including approximately $1.99 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 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 future secured indebtedness to the extent
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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 future secured indebtedness have been paid to the extent of the value of the assets
securing that indebtedness. As of June 30, 2019, we had no secured indebtedness outstanding. In addition, the indenture governing our existing notes and
the notes being offered hereby permits 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 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.

S-5
Table of Contents
CAPITALIZATION
The following table sets forth historical cash and cash equivalents and capitalization as of June 30, 2019:

· 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 repayment of our 2019 Notes on their maturity date of October 1, 2019 and our term note (but does not
reflect share repurchases since June 30, 2019).

As of

June 30, 2019

Actual
As Adjusted

(in millions)

Cash and cash equivalents

$ 4,778
$
4,716

Short-term debt(1)

$ 1,349
$
300
Long-term debt:

Notes offered hereby(2)

--

987
Existing Senior Notes

4,377

4,377
Credit facility(3)

--

--

Total debt

$ 5,726
$
5,664

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; 198,627,992 shares issued

33

33
Capital in excess of par value

2,763

2,763
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Retained earnings

16,429

16,429
Accumulated other comprehensive income (loss)

112

112
Treasury stock, at cost, 63,538,702 shares

(7,465)

(7,465)

Total stockholders' equity

11,872

11,872

Total capitalization

$17,598
$
17,536

(1)
As of June 30, 2019, we have $399 million of existing senior notes, $300 million of commercial paper and $650 million of term note borrowings due
within one year.

(2)
The proceeds of the notes offered hereby are presented net of $13 million related to debt issuance costs.

(3)
As of the date of this prospectus supplement, we have no borrowings outstanding under our $2.0 billion revolving credit agreement and
approximately $0.3 million of outstanding letters of credit. Accordingly, we have approximately $1.99 billion of remaining borrowing capacity
(which excludes the uncommitted $500 million incremental loan facility under the revolving credit agreement) under our revolving credit agreement.

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USE OF PROCEEDS
We estimate that our net proceeds from the issuance and sale of the notes will be approximately $987 million, after deducting underwriters'
discounts and our estimated offering expenses. We intend to use the net proceeds, together with available cash, to repay our 2019 Notes on the maturity
date and repay outstanding amounts due under our term note. As of June 30, 2019, the outstanding balance under our term note was $650 million and the
interest rate in effect on that outstanding balance was 3.55%.
If we do not use the net proceeds immediately, we will temporarily invest them in short-term, interest-bearing obligations.
An affiliate of BofA Securities, Inc. is a lender under our term note and will receive at least 5% of the net proceeds of the offering through the
repayment of outstanding amounts under our term note. Therefore, this offering will be conducted in accordance with FINRA Rule 5121. See
"Underwriting (Conflicts of Interest)--Conflicts of Interest."

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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 August 15, 2019. 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 2029 notes:

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· 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 $500

million;

· will mature on August 15, 2029;

· 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 2029 notes will:

· accrue at the rate of 3.125% per annum;

· accrue from August 15, 2019 or the most recent interest payment date on which interest was paid;

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· be payable in cash semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2020;

· be payable to the holders of record on the February 1 and August 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 2049 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 $500

million;

· will mature on August 15, 2049;

· 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 2049 notes will:

· accrue at the rate of 3.950% per annum;
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