Humana Inc. Enters New Financial Obligation

TL;DR

Humana just signed a new deal that means they owe money.

AI Summary

On March 11, 2024, Humana Inc. entered into a Material Definitive Agreement related to a direct financial obligation. The filing does not specify the counterparty or the exact nature of the agreement, but it indicates a new financial commitment for the company.

Why It Matters

This filing signals a new financial commitment or debt for Humana Inc., which could impact its financial leverage and future investment capacity.

Risk Assessment

Risk Level: medium — Entering into new financial obligations can increase a company's debt burden and financial risk.

Key Players & Entities

• Humana Inc. (company) — Registrant
• March 11, 2024 (date) — Date of earliest event reported
• March 13, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $1,250 million — d to issue and sell to the Underwriters $1,250 million aggregate principal amount of its 5.375
• $1,000 million — due 2031 (the "2031 Senior Notes") and $1,000 million aggregate principal amount of its 5.750
• $2.226 billion — ffering expenses, will be approximately $2.226 billion. The Company intends to use the net pro

Filing Documents

• hum-20240311.htm (8-K) — 47KB
• exhibit11-8xk31224.htm (EX-1.1) — 217KB
• exhibit42-8xk31224.htm (EX-4.2) — 75KB
• exhibit43-8xk31224.htm (EX-4.3) — 45KB
• exhibit44-8xk31224.htm (EX-4.4) — 73KB
• exhibit45-8xk31224.htm (EX-4.5) — 44KB
• exhibit51-8xk31224.htm (EX-5.1) — 23KB
• exhibit991-8xk31224.htm (EX-99.1) — 38KB
• exhibit992-8xk31224.htm (EX-99.2) — 24KB
• humanalogo.jpg (GRAPHIC) — 536KB
• humanalogoa.jpg (GRAPHIC) — 4KB
• image_0.jpg (GRAPHIC) — 31KB
• 0001628280-24-010997.txt ( ) — 1609KB
• hum-20240311.xsd (EX-101.SCH) — 2KB
• hum-20240311_lab.xml (EX-101.LAB) — 21KB
• hum-20240311_pre.xml (EX-101.PRE) — 12KB
• hum-20240311_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Underwriting Agreement 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. The 2031 Senior Notes were sold at a public offering price of 99.940% of the aggregate principal amount thereof and the 2054 Senior Notes were sold at a public offering price of 99.949% of the aggregate principal amount thereof. The sale of the Senior Notes has been registered with the Securities and Exchange Commission (the "Commission") in a registration statement on Form S-3, File No. 333-277734 (the "Registration Statement"). The terms of the Senior Notes are described in the Company's Prospectus dated March 7, 2024, as supplemented by a final Prospectus Supplement dated March 11, 2024 as filed with the Commission on March 12, 2024, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended. The Underwriters and their affiliates have performed commercial banking, investment banking, corporate trust and advisory services for the Company from time to time for which they have received customary fees and expenses. The Underwriters and their affiliates may, from time to time, engage in transactions with and perform services for the Company in the ordinary course of their business. In addition, certain affiliates of

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 1.1 Underwriting Agreement, dated March 1 1 , 2024, among the Company, and 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. 4.1 Indenture, dated as of August 5, 2003, by and between the Company and The Bank of New York, as trustee (incorporated herein by reference to Exhibit 4.1 to Humana Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003). 4.2 Twenty-Eighth Supplemental Indenture, dated March 13, 2024, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. 4.3 Form of 5.375% Senior Notes due 2031. 4.4 Twenty-Ninth Supplemental Indenture, dated March 13, 2024, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. 4.5 Form of 5.750% Senior Notes due 2054. 5.1 Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP. 23.1 Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1). 99.1 Press Release, dated March 11 , 2024 issued by the Company. 99.2 Press Release , dated March 13, 2024 issued by the Company. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. HUMANA INC. BY: /s/ John-Paul W. Felter John-Paul W. Felter Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer) Dated: March 13, 2024

View Full Filing

View this 8-K filing on SEC EDGAR