Item 1.01 Entry into a Material Definitive Agreement.

On March 21, 2022, Humana Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters (together, the "Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters $750 million aggregate principal amount of its 3.700% Senior Notes due 2029 (the "Senior Notes"), in accordance with the terms and conditions set forth in the Underwriting Agreement. The Senior Notes were sold at a public offering price of 99.872% 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. 333-254041 (the "Registration Statement"). The terms of the Senior Notes are described in the Company's Prospectus dated March 9, 2021, as supplemented by a final Prospectus Supplement dated March 21, 2022 that we expect will be filed with the Commission on March 22, 2022, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Securities Act").

The Senior Notes are unsecured senior obligations of the Company and rank equally with all of the Company's other unsecured, unsubordinated indebtedness. The Senior Notes bear interest at an annual rate of 3.700%. Interest on the Senior Notes is payable by the Company on March 23 and September 23 of each year, beginning on September 23, 2022. The Senior Notes mature on March 23, 2029. The closing of the sale of the Senior Notes is expected to occur on March 23, 2022, subject to customary closing conditions. The Company estimates that the net proceeds from the sale of the Senior Notes, after deducting the Underwriters' discounts and commissions and estimated offering expenses, will be approximately $741.1 million.

The Underwriters and their affiliates have performed commercial banking, investment banking 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, affiliates of certain of the Underwriters are lenders under the Company's revolving credit facility, 364-day credit facility and term loans.

The Company intends to use the net proceeds from the Senior Notes offerings for general corporate purposes, which may include the repayment of existing indebtedness, including borrowings under the Company's commercial paper program.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. The description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.




Item. 8.01 Other Events.

The Company issued a press release announcing the pricing of the offering of the Senior Notes, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits:

Exhibit
  No.       Description

1.1           Underwriting Agreement, dated March 21, 2022, among the Company,
            Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as
            representatives of the several underwriters.

99.1          Press Release, dated March 21, 2022 issued by the Company.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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