--- schema_version: "secwatch.filing_event.v1" accession: "0001628280-24-010997" form_type: "8-K" ticker: "HUM" cik: "0000049071" company_name: "HUMANA INC" filed_at: "2024-03-13T23:59:59+00:00" generated_at: "2026-06-04T22:36:03.004725+00:00" event_type: "debt" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # Humana prices $2.25B debt offering: $1.25B 5.375% notes due 2031, $1B 5.75% notes due 2054 ## Summary - $1.25B of 5.375% Senior Notes due 2031 and $1.0B of 5.750% Senior Notes due 2054 priced, net proceeds ~$2.226B. - Net proceeds of ~$2.226B after underwriters' discounts; used for general corporate purposes, including commercial paper repayment. - Offering closed March 13, 2024; Citigroup, Goldman Sachs, Morgan Stanley, PNC, Wells Fargo as joint book-running managers. - Senior notes are unsecured senior obligations ranking equally with other unsecured unsubordinated debt. ## SEC filing metadata - accession: 0001628280-24-010997 - form_type: 8-K - ticker: HUM - cik: 0000049071 - company_name: HUMANA INC - filed_at: 2024-03-13T23:59:59+00:00 - event_type: debt - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 1.01, 2.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/49071/000162828024010997/0001628280-24-010997-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/49071/000162828024010997/hum-20240311.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001628280-24-010997 - JSON: https://secwatch.observer/filing/0001628280-24-010997.json - Plain text: https://secwatch.observer/filing/0001628280-24-010997.txt ## Key facts - Debt Financings HUMANA INC incurred senior notes of $1,250 million aggregate principal amount of its 5.375% Senior Notes due 2031 and $1,000 million aggregate principal amo with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, PNC Capital Markets LLC and Wells Fargo Securities, LLC at 5.375% and 5.750% maturing April 15, 2031 and April 15, 2054. - Instrument: senior notes - Principal: $1,250 million aggregate principal amount of its 5.375% Senior Notes due 2031 and $1,000 million aggregate principal amo - Counterparty: Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, PNC Capital Markets LLC and Wells Fargo Securities, LLC - Rate: 5.375% and 5.750% - Maturity: April 15, 2031 and April 15, 2054 - Event: incurrence source text: On March 13, 2024, the Company completed a public offering of the 2031 Senior Notes and the 2054 Senior Notes. evidence_url: https://www.sec.gov/Archives/edgar/data/49071/000162828024010997/0001628280-24-010997-index.htm - Material Agreements HUMANA INC entered into Twenty-Ninth Supplemental Indenture with The Bank of New York Mellon Trust Company, N.A. (effective 2024-03-13). - Action: entry - Agreement: notes offering - Counterparty: The Bank of New York Mellon Trust Company, N.A. - Effective: 2024-03-13 source text: and a twenty-ninth supplemental indenture, dated as of March 13, 2024, by and between the Company and the Trustee relating to the 2054 Senior Notes (the “Twenty-Ninth Supplemental Indenture” evidence_url: https://www.sec.gov/Archives/edgar/data/49071/000162828024010997/0001628280-24-010997-index.htm - Material Agreements HUMANA INC entered into Underwriting Agreement with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, PNC Capital Markets LLC and Wells Fargo Securities, LLC valued at $1,250 million aggregate principal amount of its 5.375% Senior Notes due 2031 and $1,000 million agg (effective 2024-03-11). - Action: entry - Agreement: underwriting - Counterparty: Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, PNC Capital Markets LLC and Wells Fargo Securities, LLC - Value: $1,250 million aggregate principal amount of its 5.375% Senior Notes due 2031 and $1,000 million agg - Effective: 2024-03-11 source text: On March 11, 2024, Humana Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, PNC Capital Markets LLC and Wells Fargo Securities, LLC , as representatives of the several underwriters (together, the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $1,250 million aggregate principal amount of its 5.375% Senior Notes due 2031 (the “2031 Senior Notes”) and $1,000 million aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Senior Notes” and, together with the 2031 Senior Notes, the “Senior Notes”), in accordance with the terms and conditions set forth in the Underwriting Agreement. evidence_url: https://www.sec.gov/Archives/edgar/data/49071/000162828024010997/0001628280-24-010997-index.htm - Material Agreements HUMANA INC entered into Twenty-Eighth Supplemental Indenture with The Bank of New York Mellon Trust Company, N.A. (effective 2024-03-13). - Action: entry - Agreement: notes offering - Counterparty: The Bank of New York Mellon Trust Company, N.A. - Effective: 2024-03-13 source text: The Senior Notes were issued under an indenture dated as of August 5, 2003, by and between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.) (as successor to The Bank of New York), as trustee (the “Trustee”) (the “Original Indenture”), as supplemented by a twenty-eighth supplemental indenture, dated as of March 13, 2024, by and between the Company and the Trustee relating to the 2031 Senior Notes (the “Twenty-Eighth Supplemental Indenture” evidence_url: https://www.sec.gov/Archives/edgar/data/49071/000162828024010997/0001628280-24-010997-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.