Filed Pursuant to Rule 433
Registration Statement No. 333-223554
HUMANA INC.
4.500% Senior Notes due 2025
4.875% Senior Notes due 2030
March 23, 2020
Pricing Term Sheet
| Issuer: | Humana Inc. | |
| Ratings*: | Baa3 (Moody’s)/BBB+ (S&P)/BBB (Fitch) | |
| Trade Date: | March 23, 2020 | |
| Settlement Date: | (T+3)1 March 26, 2020 | |
| Joint Book-Running Managers: | BofA Securities, Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC | |
| Senior Co-Managers: | Citigroup Global Markets Inc. PNC Capital Markets LLC Wells Fargo Securities, LLC U.S. Bancorp Investments, Inc. | |
| Co-Managers: | Barclays Capital Inc. Morgan Stanley & Co. LLC SunTrust Robinson Humphrey, Inc. BNY Mellon Capital Markets, LLC Fifth Third Securities, Inc. UMB Financial Services, Inc. |
2025 Notes
| Security Description: | Senior Notes due 2025 | |
| Aggregate Principal Amount: | $600,000,000 | |
| Coupon: | 4.500% | |
| Maturity Date: | April 1, 2025 | |
| Price to Public: | 99.875% | |
| Benchmark Treasury: | 1.125% UST due February 28, 2025 | |
| Benchmark Treasury Price / Yield: | 103-16 3/4 / 0.403% | |
| Spread to Benchmark Treasury: | +412.5 bps | |
| Yield to Maturity: | 4.528% | |
| Interest Payment Dates: | April 1 and October 1, commencing October 1, 2020 | |
| Record Dates: | March 15 and September 15 | |
| Optional Redemption: | Make-whole call at T+50 bps plus accrued and unpaid interest | |
| Par Call: | On or after March 1, 2025 | |
| CUSIP/ISIN: | 444859 BM3 / US444859BM39 |
| 1 | Under Rule 15c6-1 of 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. Accordingly, purchasers who wish to trade the notes on any date prior to two business days before delivery will be required, by virtue of the fact that the notes initially will settle in three business days (T+3), to specify alternative settlement arrangements at the time of any such trade to prevent a failed settlement. |
2030 Notes
| Security Description: | Senior Notes due 2030 | |
| Aggregate Principal Amount: | $500,000,000 | |
| Coupon: | 4.875% | |
| Maturity Date: | April 1, 2030 | |
| Price to Public: | 99.788% | |
| Benchmark Treasury: | 1.500% UST due February 15, 2030 | |
| Benchmark Treasury Price / Yield: | 106-28 / 0.777% | |
| Spread to Benchmark Treasury: | +412.5 bps | |
| Yield to Maturity: | 4.902% | |
| Interest Payment Dates: | April 1 and October 1, commencing October 1, 2020 | |
| Record Dates: | March 15 and September 15 | |
| Optional Redemption: | Make-whole call at T+50 bps plus accrued and unpaid interest | |
| Par Call: | On or after January 1, 2030 | |
| CUSIP/ISIN: | 444859BN1 / US444859BN12 |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement thereto relating to the Senior Notes and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the preliminary prospectus supplement thereto relating to the Senior Notes if you request it by calling BofA Securities, Inc. toll-free at 1-800-294-1322, Goldman Sachs & Co. LLC toll-free at 1-866-471-2526, or by calling J.P. Morgan Securities LLC collect at 212-834-4533.
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