Filed Pursuant to Rule 433
Dated June 2, 2008
Registration Statement No. 333-132878
Humana Inc.
7.20% Senior Notes due 2018
8.15% Senior Notes due 2038
Pricing Term Sheet
Ten-Year Notes
| Issuer: |
Humana Inc. | |
| Security Description: |
Senior Notes | |
| Size: |
$500,000,000 | |
| Coupon: |
7.20% | |
| Maturity: |
June 15, 2018 | |
| Price to Public: |
99.891% | |
| Estimated Net Proceeds to Issuer after Underwriters’ |
$496,205,000 | |
| Benchmark: |
3.875% UST due May 15, 2018 | |
| Spread to Treasury: |
325 bps | |
| Yield to Maturity: |
7.215% | |
| Ratings: |
Baa3 (Moody’s) / BBB (S&P) | |
| Interest Pay Dates: |
June 15 and December 15, commencing December 15, 2008 | |
| Optional Redemption: |
Make-whole call @T+ 50 bps | |
| Trade Date: |
June 2, 2008 | |
| Settlement Date: |
(T+3) June 5, 2008 | |
| Joint Book-Running Managers: |
Banc of America Securities LLC J.P. Morgan Securities Inc. | |
| Co-Managers: |
BB&T Capital Markets, a division of Scott & Stringfellow, Inc. | |
| Credit Suisse Securities (USA) LLC | ||
| Daiwa Securities America Inc. | ||
| Goldman, Sachs & Co. | ||
| Greenwich Capital Markets, Inc. | ||
| Wells Fargo Securities, LLC | ||
Thirty-Year Notes
| Issuer: |
Humana Inc. | |
| Security Description: |
Senior Notes | |
| Size: |
$250,000,000 | |
| Coupon: |
8.15% | |
| Maturity: |
June 15, 2038 | |
| Price to Public: |
99.917% | |
| Estimated Net Proceeds to Issuer after Underwriters’ |
$247,605,000 | |
| Benchmark: |
5.000% UST due May 15, 2037 | |
| Spread to Treasury: |
350 bps | |
| Yield to Maturity: |
8.157% | |
| Ratings: |
Baa3 (Moody’s) / BBB (S&P) | |
| Interest Pay Dates: |
June 15 and December 15, commencing December 15, 2008 | |
| Optional Redemption: |
Make-whole call @T+ 50 bps | |
| Trade Date: |
June 2, 2008 | |
| Settlement Date: |
(T+3) June 5, 2008 | |
| Joint Book-Running Managers: |
Banc of America Securities LLC J.P. Morgan Securities Inc. | |
| Co-Managers: |
BB&T Capital Markets, a division of Scott & Stringfellow, Inc. Credit Suisse Securities (USA) LLC Daiwa Securities America Inc. Goldman, Sachs & Co. Greenwich Capital Markets, Inc. Wells Fargo Securities, LLC | |
Other Information
| Pro Forma Ratio of Earnings to Fixed Charges1: |
Fiscal year 2007: 12.2x Fiscal quarter ended March 31, 2008: 4.7x |
| 1 |
The pro forma ratio of earnings to fixed charges gives pro forma effect to the net incremental interest expense related to the repayment of outstanding borrowings under our credit facility with a portion of the net proceeds from the sale of the Senior Notes. For each period presented, we calculated the net incremental interest expense based upon the repayment of the weighted average outstanding borrowings under our credit facility for the period presented and the weighted average interest rate of the Senior Notes used to repay these outstanding borrowings. |
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 Banc of America Securities LLC at 1-800-294-1322 or J.P. Morgan Securities Inc. at (212) 834-4533.
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