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Issuer:
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Humana Inc.
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Ratings*:
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Baa3 (Moody’s) / BBB+ (S&P) / BBB (Fitch)
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Trade Date:
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September 16, 2014
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Settlement Date:
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(T+3) September 19, 2014
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Joint Book-Running Managers:
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Barclays Capital Inc.
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
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Wells Fargo Securities, LLC
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Co-Managers:
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Citigroup Global Markets Inc.
Morgan Stanley & Co. LLC
U.S. Bancorp Investments, Inc.
BB&T Capital Markets, a division of BB&T
Securities, LLC
BNY Mellon Capital Markets, LLC
Credit Suisse Securities (USA) LLC
Fifth Third Securities, Inc.
Goldman, Sachs & Co.
PNC Capital Markets LLC
UMB Financial Services, Inc.
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Security Description:
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Senior Notes due 2019
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Principal Amount:
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$400,000,000
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Coupon:
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2.625%
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Maturity:
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October 1, 2019
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Price to Public:
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99.995%
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Benchmark Treasury:
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1.625% UST due August 31, 2019
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Benchmark Treasury Price / Yield:
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99-09¼ / 1.776%
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Spread to Benchmark Treasury:
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85 bps
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Yield to Maturity:
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2.626%
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Interest Payment Dates:
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April 1 and October 1, commencing April 1, 2015
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Record Dates:
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March 15 and September 15
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Optional Redemption:
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Make-whole call at T+15 bps plus accrued and unpaid interest
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CUSIP/ISIN:
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444859 BC5/ US444859BC56
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Security Description:
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Senior Notes due 2024
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Principal Amount:
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$600,000,000
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Coupon:
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3.850%
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Maturity:
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October 1, 2024
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Price to Public:
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99.867%
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Benchmark Treasury:
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2.375% UST due August 15, 2024
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Benchmark Treasury Price / Yield:
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98-02+ / 2.596%
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Spread to Benchmark Treasury:
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127 bps
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Yield to Maturity:
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3.866%
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Interest Payment Dates:
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April 1 and October 1, commencing April 1, 2015
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Record Dates:
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March 15 and September 15
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Optional Redemption:
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Make-whole call at T+20 bps plus accrued and unpaid interest
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Par Call:
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Commencing on July 1, 2024 at par plus accrued and unpaid interest
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CUSIP/ISIN:
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444859 BD3/ US444859BD30
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Security Description:
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Senior Notes due 2044
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Principal Amount:
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$750,000,000
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Coupon:
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4.950%
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Maturity:
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October 1, 2044
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Price to Public:
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99.518%
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Benchmark Treasury:
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3.375% UST due May 15, 2044
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Benchmark Treasury Price / Yield:
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100-08 / 3.361%
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Spread to Benchmark Treasury:
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162 bps
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Yield to Maturity:
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4.981%
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Interest Payment Dates:
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April 1 and October 1, commencing April 1, 2015
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Record Dates:
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March 15 and September 15
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Optional Redemption:
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Make-whole call at T+25 bps plus accrued and unpaid interest
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Par Call:
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Commencing on April 1, 2044 at par plus accrued and unpaid interest
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CUSIP/ISIN:
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444859 BE1/ US444859BE13
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Changes from Preliminary Prospectus Supplement
In addition to the pricing information set forth above, the following sections of the Preliminary Prospectus Supplement are hereby revised as set forth below:
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Use of Proceeds:
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We estimate that our net proceeds from the issuance and sale of the notes will be approximately $1.73 billion, after deducting underwriters’ discounts and our estimated offering expenses. We intend to use approximately $545 million of the net proceeds to redeem our $500 million aggregate principal amount of 6.45% senior notes due June 1, 2016. We intend to use some or all of the remaining net proceeds to repurchase shares of our common stock pursuant to our existing share repurchase authorization or future authorizations with the intent, subject to the closing of this offering, to repurchase $1 billion of our outstanding shares no later than June 30, 2015. We will use any net proceeds not applied to the foregoing uses for general corporate purposes.
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Ratio of Earnings to Fixed Charges:
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Under the applicable U.S. Securities and Exchange Commission (SEC) rules, no pro forma calculation of ratio of earnings to fixed charges is required.
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