Obligation Humanis Inc 4.5% ( US444859BM39 ) en USD

Humanis Inc

99.852 % ▼

Etas-Unis

US444859BM39 ( en USD )

4.5% par an ( paiement semestriel )

31/03/2025 - Obligation échue

Prospectus brochure de l'obligation Humana Inc US444859BM39 en USD 4.5%, échue

2 000 USD

600 000 000 USD

444859BM3

BBB ( Qualité moyenne inférieure )

Baa2 ( 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.

Humana Inc. (US444859BM39/444859BM3) a émis une obligation américaine d'une valeur totale de 600 000 000 USD, cotée actuellement à 99,679 %, avec un taux d'intérêt de 4,5 %, une maturité au 31/03/2025, des paiements semestriels, une taille minimale d'achat de 2 000 USD, et des notations S&P BBB et Moody's Baa2.

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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)
4.500% notes due 2025

$600,000,000

$77,880
4.875% notes due 2030

$500,000,000

$64,900

(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 23, 2020
(To Prospectus dated March 9, 2018)
$1,100,000,000

Humana Inc.
$600,000,000 4.500% Senior Notes due 2025
$500,000,000 4.875% Senior Notes due 2030

The 2025 notes will bear interest at 4.500% per year and the 2030 notes will bear interest at 4.875% per year. Interest on the notes is payable on April 1 and
October 1 of each year, beginning on October 1, 2020. The 2025 notes will mature on April 1, 2025 and the 2030 notes will mature on April 1, 2030. Interest on the
notes will accrue from March 26, 2020.
At our option, we may redeem the 2025 notes and the 2030 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 2025 Note
Total

Per 2030 Note
Total

Public Offering Price(1)

99.875%
$599,250,000

99.788%
$498,940,000
Underwriting Discount

0.600%
$
3,600,000

0.650%
$
3,250,000
Proceeds to Humana Inc. (before expenses)(1)

99.275%
$595,650,000

99.138%
$495,690,000

(1)
Plus accrued interest, if any, from March 26, 2020.

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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 March 26, 2020, which is the third business day following the date of this
prospectus supplement (such settlement cycle referred to as T+3), through The Depository Trust Company, including its participants Clearstream Banking S.A. and
Euroclear Bank SA/NV. 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 Securities

Goldman Sachs & Co. LLC

J.P. Morgan
Senior Co-Managers

Citigroup

PNC Capital Markets LLC

Wells Fargo Securities

US Bancorp
Co-Managers

Barclays

Morgan Stanley

SunTrust Robinson Humphrey
BNY Mellon Capital Markets, LLC

Fifth Third Securities

UMB Financial Services, Inc.
March 23, 2020
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
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
Forward-Looking Statements
3
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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
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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. 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"
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
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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, 2019, filed with the SEC on February 20, 2020 (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 4, 2020); and

·
our Current Report on Form 8-K filed with the SEC on February 20, 2020.
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
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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 December 31, 2019, we had approximately 17 million members in our medical benefit plans, as well as approximately 5 million members
in our specialty products. In 2019, 82% 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 701,400 members as of December 31, 2019.
We manage our business with three reportable segments: Retail, Group and Specialty and Healthcare Services. The reportable 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, the chief operating
decision maker, 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
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well as administrative services only, or ASO, products. In addition, our Group and Specialty segment includes our 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 minority investment in Kindred at Home.
Beginning January 1, 2018, we exited the individual commercial fully-insured medical health insurance business, as well as certain other
business in 2018, and therefore no longer report separately the Individual Commercial segment and the Other Businesses category as we previously
have done.
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
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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 million initial aggregate principal amount of 4.500% Senior Notes due 2025 (referred to
as the 2025 notes) and $500 million initial aggregate principal amount of 4.875% Senior
Notes due 2030 (referred to as the 2030 notes). We refer to the 2025 notes and the 2030 notes
collectively as the notes.

Interest Rate
The 2025 notes will bear interest at a rate of 4.500% per year and the 2030 notes will bear
interest at a rate of 4.875% per year.

Maturity Date
The 2025 notes will mature on April 1, 2025 and the 2030 notes will mature on April 1,
2030.

Interest Payment Dates
April 1 and October 1 of each year, commencing on October 1, 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
indebtedness, and will be structurally subordinated to any indebtedness and other liabilities
of our subsidiaries. As of December 31, 2019, without giving effect to any use of proceeds
from this offering to the repayment of debt therefrom and after giving effect to our
borrowing of $1 billion on March 17, 2020 under our $1 billion term loan agreement, we
would have had $6.7 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 March 1, 2025 (one month prior to their maturity date) in the case of the 2025 notes
and prior to January 1, 2030 (three months prior to their maturity date) in the case of the
2030 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 March 1, 2025 (one month prior to their maturity date), we may redeem the 2025 notes, in whole, or from time to time in part, at a
redemption price equal to 100% of the principal amount of the 2025 notes being redeemed plus
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S-2
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accrued and unpaid interest to the redemption date.
Commencing on January 1, 2030 (three months prior to their maturity date), we may redeem
the 2030 notes, in whole, or from time to time in part, at a redemption price equal to 100%
of the principal amount of the 2030 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 repurchase from holders of the notes all or a portion of their notes at the
purchase price described in "Description of the Notes--Offer to Repurchase Upon Change of
Control Triggering Event" in this prospectus supplement.

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

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

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

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

Use of Proceeds
We estimate that our net proceeds from this offering, less underwriters' discounts and our
estimated costs of the offering, will be approximately $1.088 billion. We intend to use the
net proceeds for general corporate purposes, which may include the repayment of existing
indebtedness. 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.

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.
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Risks Relating to Our Business
The spread of the novel coronavirus, or COVID-19, underscores certain risks we face, including those discussed in our Form 10-K for the fiscal
year ended December 31, 2019, and the rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact to
us of COVID-19.
In December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced in Wuhan, China. COVID-19 has since spread to over
100 countries, including every state in the United States. On March 11, 2020 the World Health Organization declared COVID-19 a pandemic, and on
March 13, 2020 the United States declared a national emergency with respect to COVID-19. The spread of COVID-19 underscores certain risks we face in
our business, including those discussed in our Form 10-K for the fiscal year ended December 31, 2019.
Governmental and non-governmental organizations may not effectively combat the spread and severity of COVID-19, increasing the potential for
harm for our members. If the spread of COVID-19 is not contained, the premiums we charge may prove to be insufficient to cover the cost of health care
services delivered to our members, which may increase significantly as a result of higher utilization rates of medical facilities and services and other
increases in associated hospital and pharmaceutical costs. In addition, we have in recent weeks begun to offer our members expanded benefit coverage,
such as providing full coverage for COVID-19 testing, with the aim of protecting them from COVID-19 and reducing its spread and more recently been
obligated by governmental action to provide additional coverage. Such measures and any further steps taken to expand or otherwise modify the services
delivered to our members could adversely impact our profitability.
The spread of COVID-19, or actions taken to mitigate this spread, could have material and adverse effects on our ability to operate effectively,
including as a result of the complete or partial closure of facilities or labor shortages. Disruptions in public and private infrastructure, including
communications, financial services and supply chains, could materially and adversely disrupt our normal business operations. We have transitioned a
significant subset of our employee population to a remote work environment in an effort to mitigate the spread of COVID-19, as have a number of our
third-party service providers, which may exacerbate certain risks to our business, including an increased demand for information technology resources,
increased risk of phishing and other cybersecurity attacks, and increased risk of unauthorized dissemination of sensitive personal information or proprietary
or confidential information about us or our members or other third-parties. The outbreak of COVID-19 has severely impacted global economic activity,
including the businesses of some of our commercial customers, and caused significant volatility and negative pressure in the financial markets. In addition
to disrupting our operations, these developments may adversely affect the timing of commercial customer premium collections and corresponding claim
payments as well as the value of our investment portfolio.
The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact to us of COVID-19. We are
continuing to monitor the spread of COVID-19 and related risks. The magnitude and duration of the pandemic and its impact on our business, results of
operations, financial position, and cash flows is uncertain as this continues to evolve globally. However, if the spread continues on its current trajectory,
such impact could grow and our business, results of operations, financial position, and cash flows could be materially adversely affected.

S-4
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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 fiscal year
ended December 31, 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 loan agreement, which we entered into in February 2020, also require us to meet certain
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financial ratios and tests. As of December 31, 2019, after taking into account these ratios and tests and the amounts outstanding under the term loan
agreement (and prior to the issuance of notes offered hereby), we had the ability to incur up to an additional approximately $5.35 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.
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 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 December 31, 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.

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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-6
Table of Contents
CAPITALIZATION
The following table sets forth historical cash and cash equivalents and capitalization as of December 31, 2019:

·
on an actual basis; and

·
on an as adjusted basis to reflect (i) the issuance and sale of the notes and the receipt of the estimated net proceeds thereof and (ii) our

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424B5
borrowing of $1 billion on March 17, 2020 under our $1 billion term loan agreement.

As of

December 31, 2019

Actual
As Adjusted

(in millions)

Cash and cash equivalents

$ 4,054
$
6,142

Short-term debt(1)

$
699
$
699
Long-term debt:

Notes offered hereby(2)

--

1,088
Existing Senior Notes

4,967

4,967
Credit facility(3)

--

--
Term note(4)

--

1,000

Total debt

$ 5,666
$
7,754

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;
198,629,992 shares issued

33

33
Capital in excess of par value

2,820

2,820
Retained earnings

17,483

17,483
Accumulated other comprehensive income (loss)

156

156
Treasury stock, at cost, 66,524,771 shares

(8,455)

(8,455)

Total stockholders' equity

12,037

12,037

Total capitalization

$17,703
$
19,791

(1)
As of December 31, 2019, we have $399 million of existing senior notes and $300 million of commercial paper due within one year.

(2)
The proceeds of the notes offered hereby are presented net of approximately $1.8 million of original issue discount and approximately $10.2 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 no
outstanding letters of credit. Accordingly, we have $2 billion of remaining borrowing capacity (which excludes the uncommitted $500 million
incremental loan facility under the revolving credit agreement) under our revolving credit agreement.

(4)
In February 2020, we entered into a new $1 billion term loan agreement with an affiliate of BofA Securities, Inc. that allows for up to three draws
with the initial draw at a minimum of $300 million that matures 1 year after the first draw, subject to a 1 year extension. On March 17, 2020, we
borrowed the entire available amount ($1 billion) under this term loan agreement. Accordingly, we have $1 billion of borrowings outstanding
pursuant to this term loan agreement as of the date of this prospectus supplement.

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USE OF PROCEEDS
We estimate that our net proceeds from the issuance and sale of the notes will be approximately $1.088 billion, after deducting underwriters'
discounts and our estimated offering expenses. We intend to use the net proceeds for general corporate purposes, which may include the repayment of
existing indebtedness.
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
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424B5
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 March 26, 2020. 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 2025 notes:

·
will be our senior unsecured obligations;

·
will constitute a series of debt securities issued under the indenture and will initially be limited to an aggregate principal amount of $600

million;

·
will mature on April 1, 2025;

·
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 2025 notes will:

·
accrue at the rate of 4.500% per annum;

·
accrue from March 26, 2020 or the most recent interest payment date on which interest was paid;

·
be payable in cash semi-annually in arrears on April 1 and October 1 of each year, commencing on October 1, 2020;

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

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

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Table of Contents
The 2030 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 April 1, 2030;

·
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
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Document Outline

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