Humana (HUM) 10-K risk factor changes: FY2021 vs FY2020

- increased use of medical facilities and [added: services, and the increased cost of such] services;

- catastrophes, including acts of terrorism, public health emergencies, epidemics or pandemics (such as the spread of [removed: the novel coronavirus (COVID-19)] [added: COVID-19] or [removed: severe weather (e.g.] [added: natural disasters (such as] hurricanes and [removed: earthquakes));][added: earthquakes) which could occur more frequently or with more intense effects as a result of the impact of global climate change;]

The policies and decisions of the federal and state governments regarding the [removed: Medicare,] [added: Medicare Advantage and Prescription Drug Plans,] military and Medicaid programs in which we participate have a substantial impact on our profitability.

Our future performance depends in large part upon our ability to execute our strategy, including opportunities created by the expansion of our Medicare programs, the successful implementation of our integrated care delivery [removed: model and our strategy with respect to state-based contracts, including those covering members dually eligible for the Medicare and Medicaid programs.]

These systems require an ongoing commitment of significant resources to maintain, protect, and enhance existing systems and develop [added: and integrate] new systems to keep pace with continuing changes in information processing technology, evolving industry and regulatory standards, and changing customer [removed: preferences.][added: preferences, and even with such resources there is no assurance that we will be able to do so.]

If the information we rely upon to run our businesses was found to be inaccurate or unreliable or if we fail to [added: improve service levels or] maintain effectively our information systems and data integrity, we could have operational disruptions, [removed: have] problems in determining medical cost estimates and establishing appropriate pricing, [removed: have] customer and [removed: physician and other] health care provider disputes, [removed: have] regulatory or other legal problems, [removed: have] difficulty preventing and detecting fraud, have increases in operating expenses, [removed: lose] [added: loss of] existing customers, [removed: have] difficulty in attracting new customers, or [removed: suffer] other adverse [removed: consequences.][added: consequences, each of which may result in a material adverse effect on our results of operations, financial position, and cash flows.]

[removed: Failure to adequately protect and maintain the integrity of our information systems and data may result in] [added: penalties, liability or reputational damage, or experience] a material adverse effect on our results of operations, financial position, and cash [removed: flows.][added: flows.]

If [added: we, and the third party service providers on whom] we [added: rely,] are unable to defend our information technology security systems against cybersecurity attacks or prevent other privacy or data security incidents that result in security breaches that disrupt our operations or in the [removed: unintended] [added: unintentional] dissemination of sensitive personal information or proprietary or confidential information, [removed: we][added: we could be exposed to significant regulatory fines or]

Although the impact of such attacks has not been material to our operations or results of operations, financial position, or cash flow through December 31, [removed: 2020,] [added: 2021,] we can provide no assurance that we will be able to detect, prevent, or contain the effects of such cybersecurity attacks or other information security risks or threats in the future.

These include and could include in the future: claims relating to the methodologies for calculating premiums; claims relating to the denial of health care benefit payments; claims relating to the denial or rescission of insurance coverage; challenges to the use of some software products used in administering claims; claims relating to our administration of our Medicare Part D offerings; medical malpractice actions brought against our employed providers or affiliated physician-owned professional groups, based on our medical necessity decisions or brought against us on the theory that we are liable for a third-party providers' alleged malpractice; claims arising from any adverse medical consequences resulting from our recommendations about the appropriateness of providers’ proposed medical treatment plans for patients; allegations of anti-competitive and unfair business activities; provider disputes over compensation or non-acceptance or termination of provider contracts; disputes related to ASO business, including actions alleging claim administration errors; [added: false claims litigation, such as] qui tam [removed: litigation] [added: lawsuits,] brought by individuals who seek to sue on behalf of the government, alleging that we, as a government contractor, submitted false claims to the government [removed: including,] [added: or retained overpayments from the government,] among other allegations, resulting from coding and review practices under the Medicare risk-adjustment model; claims related to the failure to disclose some business practices; claims relating to customer audits and contract performance; claims relating to dispensing of drugs [removed: associated with our in-house dispensing pharmacies; and professional liability claims arising out of the delivery of healthcare and related services to the public.]

These programs accounted for approximately [removed: 88%] [added: 89%] of our total premiums and services revenue for the year ended December 31, [removed: 2020.][added: 2021.]

- At December 31, [removed: 2020,] [added: 2021,] under our contracts with CMS we provided health insurance coverage to approximately [removed: 728,300] [added: 769,100] individual Medicare Advantage members in Florida.

These contracts accounted for approximately [removed: 14%] [added: 15%] of our total premiums and services revenue for the year ended December 31, [removed: 2020.][added: 2021.]

The loss of these and other CMS contracts (which are generally renewed annually) or significant changes in the Medicare [removed: program] [added: Advantage and Prescription Drug Plan programs] as a result of legislative or regulatory action, including reductions in premium payments to us or increases in member benefits or changes to member eligibility criteria without corresponding increases in premium payments to us, may have a material adverse effect on our results of operations, financial position, and cash flows.

- At December 31, [removed: 2020,] [added: 2021,] our military services business, which accounted for approximately 1% of our total premiums and services revenue for the year ended December 31, [removed: 2020,] [added: 2021,] primarily consisted of the TRICARE T2017 East Region contract.

The T2017 East Region contract is a 5 -year contract set to expire on December 31, [removed: 2022] [added: 2022, unless extended,] and is subject to renewals on January 1 of each year during its term at the government's option.

- There is a possibility of temporary or permanent suspension from participating in government health care programs, including Medicare and Medicaid, if we are convicted of fraud or other criminal conduct in the performance of a health care program or if there is an adverse decision against us under the federal False [removed: Claims Act.]

[added: If] the government does not intervene, the lawsuit is unsealed, and the individual may continue to prosecute the action on his or her own.

For [removed: 2020, 50%] [added: 2021, 75%] of the risk score was calculated from claims data submitted through EDS.

CMS [removed: increased that percentage to 75% for 2021 and] will complete the phased-in transition from RAPS to EDS by using only EDS data to calculate risk scores in 2022.

We refer to the process of accounting for errors in FFS claims as the "FFS Adjuster." This comparison of RADV audit results to the FFS error rate is necessary to determine the economic impact, if any, of RADV audit results because the government used the Medicare FFS program data set, including any attendant errors that are present in that data set, to [removed: estimate the costs of various health status conditions and to set the resulting adjustments to MA plans’ payment rates in order to establish actuarial equivalence in payment rates as required under the Medicare statute.]

[added: CMS already makes other adjustments to payment rates based on a comparison of coding pattern] differences between MA plans and Medicare FFS data (such as for frequency of coding for certain diagnoses in MA plan data versus the Medicare FFS program dataset).

[removed: Our estimate of the settlement associated] with the Medicare Part D risk corridor provisions was a net [removed: asset] [added: receivable] of [removed: $95] [added: $106] million at December 31, [removed: 2020] [added: 2021] and net [removed: payable] [added: receivable] of [removed: $170] [added: $95] million at December 31, [removed: 2019.][added: 2020.]

[removed: New laws or] [added: It is reasonably possible that the Health Care Reform Law and related] regulations, [added: as well as other current] or [removed: legislative, judicial,] [added: future legislative (including the Families First Coronavirus Response Act (the “Families First Act”), the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and other legislative] or regulatory [removed: changes] [added: action taken] in [removed: existing laws] [added: response to COVID-19), judicial] or [removed: regulations] [added: regulatory changes, including restrictions on our ability to manage our provider network] or [removed: their manner of application could increase] [added: otherwise operate] our [removed: cost of doing] [added: business, or restrictions on profitability, including reviews by regulatory bodies that may compare our Medicare Advantage] business [added: profitability to our non-Medicare Advantage business profitability, or compare the profitability of various products within our Medicare Advantage business,] and [added: require that they remain within certain ranges of each other, increases in member benefits or changes to member eligibility criteria without corresponding increases in premium payments to us, increases in regulation of our prescription drug benefit businesses, or changes to the Part D prescription drug benefit design] may have a material adverse effect on our results of operations (including restricting revenue, enrollment and premium growth in certain products and market segments, restricting our ability to expand into new markets, increasing our medical and operating [removed: costs by, among other things, requiring a minimum benefit ratio on insured products,] [added: costs, further] lowering our Medicare payment rates and increasing our expenses associated with assessments); our financial position (including our ability to maintain the value of our goodwill); and our cash [removed: flows.][added: flows.]

The Patient Protection and Affordable Care Act and The Health Care and Education Reconciliation Act of 2010 (which we collectively refer to as the Health Care Reform Law) enacted significant reforms to various aspects of the [removed: U.S. health insurance industry.]

The annual health insurance industry fee, which is not deductible for income tax purposes and significantly increases our effective tax rate, was [removed: suspended] in [removed: 2019, resumed] [added: effect] for calendar year 2020 [removed: and, under current law, has been] [added: and] permanently repealed beginning in calendar year 2021.

[added: These regulations set] standards for the security of electronic health information, including requirements that insurers provide customers with notice regarding how their non-public personal information is used, including an opportunity to "opt out" of certain disclosures.

The failure to successfully integrate acquired entities and businesses or failure to produce results consistent with the financial model used in the analysis of our [removed: acquisitions, investments, joint ventures or strategic alliances] [added: transactions] may cause asset write-offs, restructuring costs or other expenses and may have a material adverse effect on our results of operations, financial position, and cash flows.

In addition, from time to time, we evaluate alternatives for our businesses that do not meet our strategic, [added: growth or profitability objectives, and we may divest or wind down such businesses.]

[removed: In addition, physician or practice management companies, which] aggregate physician practices for administrative efficiency and marketing leverage, may compete directly with us.

The success of our [removed: care delivery] [added: healthcare services] businesses depends on our ability, and the ability of our affiliated physician-owned professional groups and management services organizations, to recruit, hire, acquire, contract with, and retain [removed: physicians] [added: physicians, nurses] and other medical professionals who are experienced in providing care services to older adults.

The market to acquire or manage physician practices, and to employ or contract with individual [removed: physicians] [added: physicians, nurses and other medical professionals] is, and is expected to remain, highly competitive, and the performance of our [removed: care delivery] [added: healthcare services] businesses may be adversely impacted if we, and our affiliated physician-owned professional groups and management services organizations, are unable to attract, maintain satisfactory relationships with, and retain [removed: physicians] [added: physicians, nurses] and other medical professionals, or if these businesses are unable to retain patients following the departure of a [removed: physician.][added: physician, nurses or other medical professional.]

In addition, our [removed: care delivery] [added: healthcare services] businesses contract with competitors of our health benefits businesses, and these businesses could suffer if they are unable to maintain relationships with these companies, or fail to adequately price their contracts with these third-party payers.

Our pharmacy business is highly competitive and subject us to regulations and [added: distribution and] supply chain risks in addition to those we face with our core health benefits businesses.

[removed: Many of the states where we deliver] pharmaceuticals, including controlled substances, have laws and regulations that require out-of-state mail-order pharmacies to register with that state’s board of pharmacy.

If the USPS restricts our ability to deliver drugs through the mail, alternative means of delivery [removed: are available to us.][added: could be significantly more expensive.]

We are also subject to risks inherent in the packaging and distribution of pharmaceuticals and other health care products, including [added: the application of state laws and regulations related to the operation of internet and mail-order pharmacies, violations of which could expose us to civil and criminal penalties, and] manufacturing, distribution or other supply chain disruptions [added: (including disruptions] that [added: occur as a result of catastrophes, including acts of terrorism, public health emergencies, epidemics or pandemics (such as the spread of COVID-19), or natural disasters (such as hurricanes and earthquakes) which] could [added: occur more frequently or with more intense effects as a result of the impacts of global climate change), each of which could] impact the availability or cost of supplying of such [removed: products, and the application of state laws related to the operation of internet and mail-order pharmacies.][added: products.]

Dividends from our non-insurance companies such as in our Healthcare Services segment [removed: are generally not restricted by Departments of Insurance.]

[added: In the event that we are unable] to [added: provide sufficient capital to] fund the obligations of Humana Inc., our results of operations, financial position, and cash flows may be materially adversely affected.

Our access to additional credit will depend on a variety of factors such as market conditions, the general availability of credit, both to the overall market and our industry, our credit ratings and debt capacity, as well as the [added: possibility that customers or lenders could develop a negative perception of our long or short-term financial prospects.]

model and our strategy with respect to state-based contracts, including those covering members dually eligible for the Medicare and Medicaid programs.

associated with our in-house dispensing pharmacies; and professional liability claims arising out of the delivery of healthcare and related services to the public.

Claims Act.

estimate the costs of various health status conditions and to set the resulting adjustments to MA plans’ payment rates in order to establish actuarial equivalence in payment rates as required under the Medicare statute.

Our estimate of the settlement associated

Further, legislative or regulatory changes to how actual prescription drug costs are reported or calculated may lower reinsurance or low-income cost subsidies paid by CMS and may have a material adverse effect on our results of operations, financial position, or cash flows.

New laws or regulations, or legislative, judicial, or regulatory changes in existing laws or regulations or their manner of application could increase our cost of doing business and may have a material adverse effect on our results of operations, or cash flows.

U.S. health insurance industry.

*State Regulation of our Products and Services*

Certain of our healthcare services businesses require a Certificate of Need, or CON, to operate in certain states.

These states restrict the entry of new providers or services and the expansion of existing providers or services in their state through a CON process, which is periodically evaluated and updated as required by applicable state law.

To the extent that we require a CON or other similar approvals to expand our operations, our expansion could be adversely affected by our inability to obtain the necessary approval.

To the extent laws in these CON states change, including the elimination of the CON requirement, the intangible value associated with these CONs may be impaired.

In addition, physician or practice management companies, which

We face significant competition in attracting and retaining talented employees.

Further, managing succession for, and retention of, key executives is critical to our success, and our failure to do so could adversely affect our businesses, operating results and/or future performance.

Our success depends on our ability to attract, develop and retain qualified employees and executives, including those with diverse backgrounds, experiences and skill sets, to operate and expand our business.

We face intense competition for qualified employees, and there can be no assurance that we will be able to attract and retain such employees or that such competition among potential employers will not result in increasing salaries.

In addition, while we have development and succession plans in place for our key employees and executives, these plans do not guarantee the services of our key employees and executives will continue to be available to us.

If we are unable to attract, develop, retain and effectively manage the development and succession plans for key employees and executives, our business, results of operations and future performance could be adversely affected.

Many of the states where we deliver

are generally not restricted by Departments of Insurance.

COVID-19 underscores certain risks we face, including those discussed above.

As the COVID-19 pandemic continues, the premiums we charge may prove to be insufficient to cover the cost of health care services delivered to our members, each of which could be impacted by many factors, including the impacts that we have experienced, and may continue to experience, to our revenues due to limitations on our ability to implement clinical initiatives to manage health care costs and chronic conditions of our members, and appropriately document their risk profiles, as a result of our members being unable or unwilling to see their providers due to actions taken to mitigate the spread of COVID-19; increased costs that may result from higher utilization rates of medical facilities and services and other increases in associated hospital and pharmaceutical costs; and shifts in our premium and medical claims cost trends to reflect the demographic impact of higher mortality during the COVID-19 pandemic.

- increased cost of such services;

There can be no assurance that our information technology, or IT, process will successfully maintain and improve existing systems, develop new systems to support our expanding operations, integrate new systems, protect our proprietary information, or improve service levels.

could be exposed to significant regulatory fines or penalties, liability or reputational damage, or experience a material adverse effect on our results of operations, financial position, and cash flows.

If

CMS already makes other adjustments to payment rates based on a comparison of coding pattern

We believe that CMS's statements and policies regarding the requirement to report and return identified overpayments received by MA plans are inconsistent with CMS's 2012 RADV audit methodology, and the Medicare statute's requirements.

These statements and policies, such as certain statements contained in the preamble to CMS’s final rule release regarding Medicare Advantage and Part D prescription drug benefit program regulations for Contract Year 2015 (which we refer to as the "Overpayment Rule"), and the Proposed Rule, appear to equate each Medicare Advantage risk adjustment data error with an “overpayment” without addressing the principles underlying the FFS Adjuster referenced above.

On September 7, 2018, the Federal District Court for the District of Columbia vacated CMS's Overpayment Rule, concluding that it violated the Medicare statute, including the requirement for actuarial equivalence, and that the Overpayment Rule was also arbitrary and capricious in departing from CMS's RADV methodology without adequate explanation (among other reasons).

CMS has appealed the decision to the Circuit Court of Appeals.

It is reasonably possible that the Health Care Reform Law and related regulations, as well as other current or future legislative (including the Families First Coronavirus Response Act (the “Families First Act”), the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and other legislative or regulatory action taken in response to COVID-19), judicial or regulatory changes, including restrictions on our ability to manage our provider network or otherwise operate our business, or restrictions on profitability, including reviews by regulatory bodies that may compare our Medicare Advantage business profitability to our non-Medicare Advantage business profitability, or compare the profitability of various products within our Medicare Advantage business, and require that they remain within certain ranges of each other, increases in member benefits or changes to member eligibility criteria without corresponding increases in premium payments to us, or increases in regulation of our prescription drug benefit businesses, may have a material adverse effect on our results of operations (including restricting revenue, enrollment and premium growth in certain products and market segments, restricting our ability to expand into new markets, increasing our medical and operating costs, further lowering our Medicare payment rates and increasing our expenses associated with assessments); our financial position (including our ability to maintain the value of our goodwill); and our cash flows.

These regulations set

In November 2020, the Office of the Inspector General of the Department of Health and Humana Services issued a final rule to eliminate, under the Anti-Kickback Statute’s regulatory discount safe harbor, protection for rebates paid by manufacturers to Part D plan sponsors or their PBMs in connection with the sale or purchase of Part D drugs.

This regulatory change is currently scheduled to become effective on January 1, 2023.

The final rule also introduced a new safe harbor to protect reductions in price from manufacturers on prescription drugs that are payable under Medicare Part D or by Medicaid managed care organizations when such price reduction is offered at the point of sale.

The precise interpretation, impact, and legality of the final rule are not clear and are subject to pending litigation.

*State Regulation of Insurance-Related Products*

growth or profitability objectives, and we may divest or wind down such businesses.

However, alternative means of delivery could be significantly more expensive.

The failure to adhere to these laws and regulations may expose us to civil and criminal penalties.

In the event that we are unable to provide sufficient capital

possibility that customers or lenders could develop a negative perception of our long or short-term financial prospects.

COVID-19, which has spread to every state in the United States and been declared a pandemic by the World Health Organization, underscores certain risks we face, including those discussed above.

To the extent that the spread of COVID-19 is not contained, the premiums we charge may prove to be insufficient to cover the cost of health care services delivered to our members, which may increase significantly as a result of higher utilization rates of medical facilities and services and other increases in associated hospital and pharmaceutical costs.

We may also experience increased costs or decreased revenues if, as a result of our members being unable or unwilling to see their providers due to actions taken to mitigate the spread of COVID-19, we are unable to implement clinical initiatives to manage health care costs and chronic conditions of our members, and appropriately document their risk profiles.

We are also taking actions designed to help provide financial and administrative relief for the health care provider community.

*For discussion of [removed: 2018] [added: 2019] items and year-over-year comparisons between [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] that are not included in this [removed: 2020] [added: 2021] Form 10-K, refer to "Item 7.

– Management Discussion and Analysis of Financial Condition and Results of Operations" found in our Form 10-K for the year ended December 31, [removed: 2019,] [added: 2020,] that was filed with the Securities and Exchange Commission on February [removed: 20, 2020.*][added: 18, 2021.*]

[removed: Our] [added: The health benefits] industry relies on two key statistics to measure performance.

The operating cost ratio, which is computed by taking total operating costs, excluding [removed: Merger termination fee and related costs, net, and] depreciation and amortization, as a percentage of total revenue less investment income, represents a statistic used to measure administrative spending efficiency.

The emergence and spread of [removed: COVID-19] [added: the novel coronavirus, or COVID-19, beginning in the first quarter of 2020] has impacted our business.

The significant disruption in utilization during [removed: 2020, and in particular the unanticipated decline in non-COVID utilization in November and December,] [added: 2020] also impacted our ability to implement clinical initiatives to manage health care costs and chronic conditions of our members, and appropriately document their risk [removed: profiles.][added: profiles, and, as such, significantly affected our 2021 revenue under the risk adjustment payment model for Medicare Advantage plans.]

In addition, the Retail segment also includes our contract with CMS to administer the Limited Income Newly Eligible Transition, or LI-NET, prescription drug plan program and contracts with various states to provide Medicaid, dual [removed: eligible,] [added: eligible demonstration,] and Long-Term Support Services benefits, which we refer to collectively as our state-based contracts.

Transactions between reportable segments primarily consist of sales of services rendered by our Healthcare Services segment, primarily pharmacy, provider, and [removed: clinical care] [added: home] services, to our Retail and Group and Specialty segment customers.

COVID-19 disrupted the pattern of our quarterly earnings and operating cash flows [removed: in 2020] largely due to the temporary deferral of non-essential care which resulted in [removed: significant] reductions in [added: non-COVID-19] hospital admissions and lower overall healthcare system utilization during higher levels of COVID-19 hospital admissions.

These plan designs generally result in us sharing a greater portion of the responsibility for total prescription drug costs in the early stages and less [added: in the latter stages.]

In addition, the number of low income senior members as well as year-over-year changes in the mix of membership in our [removed: stand-alone] [added: standalone] PDP products affects the quarterly benefit ratio pattern.

[removed: In the first quarter of] [added: During] 2020, we [removed: purchased privately held] [added: acquired] Enclara Healthcare, [removed: or Enclara, one of the nation’s largest hospice] [added: a hospice,] pharmacy and benefit [removed: management providers] [added: provider,] for cash consideration of approximately $709 million, net of cash received.

- Our [removed: 2020 results reflect the continued implementation of our] strategy [removed: to offer] [added: offers] our members affordable health care combined with a positive consumer experience in growing markets.

At December 31, [removed: 2020,] [added: 2021,] approximately [removed: 2,650,100] [added: 3,009,600] members, or [removed: 67%,] [added: 68%,] of our individual Medicare Advantage members were in value-based relationships under our integrated care delivery model, as compared to [removed: 2,407,000] [added: 2,650,100] members, or 67%, at December 31, [removed: 2019.][added: 2020.]

- On [removed: January 15, 2021,] [added: February 2, 2022,] Centers for Medicare & Medicaid Services, or CMS, [removed: published] [added: issued] its [removed: Announcement of Calendar Year 2022] [added: preliminary 2023] Medicare Advantage [removed: Capitation Rates] and Part [removed: C and Part] D [removed: Payment Policies, or] [added: payment rates and proposed policy changes, collectively,] the [removed: Final Rate] [added: Advance] Notice.

- Net income was [removed: $3.4 billion for 2020 compared to $2.7 billion in 2019 and earnings per diluted common share increased $5.21 from $20.10 earnings] [added: $2.9 billion, or $22.67] per diluted common [removed: share in 2019 to] [added: share, and $3.4 billion, or] $25.31 [removed: earnings] per diluted common [removed: share] [added: share,] in [removed: 2020.][added: 2021 and 2020, respectively.]

[removed: These comparisons were] [added: This comparison was] significantly impacted by the [added: gain on our equity method investment in Kindred at Home upon completion of our acquisition of the business, put/call valuation adjustments associated with our non consolidating minority interest investments, the] change in the fair value of publicly-traded equity securities, [added: transaction and integration costs associated with] the [removed: net] [added: Kindred at Home acquisition, and the] receipt of [removed: commercial] [added: unpaid] risk corridor [removed: receivables] [added: payments in the third quarter of 2020 that were] previously written [removed: off, and the put/call valuation adjustments associated with certain equity method investments.][added: off.]

The impact of these adjustments to our consolidated income before income taxes and equity in net earnings and diluted earnings per common share was as follows for [removed: 2020.][added: 2021.]

| | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | |

| Change in the fair value of publicly-traded equity securities | | | [removed: $] [added: (341)] | [removed: 745] | | | | | [removed: $] [added: 745] | [removed: —] | |

| Receipt of commercial risk corridor receivables previously written-off | | | [removed: 578] [added: —] | | | | | | [removed: —] [added: 578] | | |

| | | | $ | [removed: 1,220] [added: 63] | | | | | $ | [removed: 506] [added: 1,220] | |

| Change in the fair value of publicly-traded equity securities | | | [removed: $] [added: (2.03)] | [removed: 4.32] | | | | | [removed: $] [added: 4.32] | [removed: —] | |

| Receipt of commercial risk corridor receivables previously written-off | | | [removed: 3.35] [added: —] | | | | | | [removed: —] [added: 3.35] | | |

[removed: These changes were] [added: Further, 2021 was] also favorably impacted by [added: the lower tax rate resulting from the termination of the non-deductible health insurance industry fee in 2021, as well as] a lower number of shares used to compute dilutive earnings per common share, primarily reflecting share [removed: repurchases completed during 2019, partially offset by a higher tax rate resulting from the return of the non-deductible health insurance industry fee in 2020.][added: repurchases.]

[removed: The annual health insurance] industry fee, which is not deductible for income tax purposes and significantly increases our effective tax rate, was [removed: suspended] in [removed: 2019, resumed] [added: effect] for calendar year 2020 [removed: and, under current law, has been] [added: and] permanently repealed beginning in calendar year 2021.

Transactions between reportable segments primarily consist of sales of services rendered by our Healthcare Services segment, primarily pharmacy, provider, and [removed: clinical care] [added: home] services, to our Retail and Group and Specialty segment customers and are described in Note 18 to the consolidated financial statements included in Item 8.

– Financial Statements and Supplementary Data in this [removed: 2020] [added: 2021] Form 10-K.

Comparison of Results of Operations for [removed: 2020] [added: 2021] and [removed: 2019][added: 2020]

Certain financial data on a consolidated basis and for our segments was as follows for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019:][added: 2020:]

| | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | Dollars | | | | | | Percentage | | |

| Group and Specialty | | | | | | [removed: 6,460] [added: 6,002] | | | | | | [removed: 6,694] [added: 6,460] | | | | | | [removed: (234)] [added: (458)] | | | | | | [removed: (3.5)] [added: (7.1)] | | % |

| Corporate | | | | | | [removed: 602] [added: —] | | | | | | [removed: —] [added: 602] | | | | | | [removed: 602] [added: (602)] | | | | | | [removed: 100.0] [added: (100.0)] | | % |

| Group and Specialty | | | | | | [removed: 780] [added: 816] | | | | | | [removed: 790] [added: 780] | | | | | | [removed: (10)] [added: 36] | | | | | | [removed: (1.3)] [added: 4.6] | | % |

| Depreciation and amortization | | | | | | [removed: 489] [added: 596] | | | | | | [removed: 458] [added: 489] | | | | | | [removed: 31] [added: 107] | | | | | | [removed: 6.8] [added: 21.9] | | % |

| Total operating expenses | | | | | | [removed: 72,169] [added: 79,916] | | | | | | [removed: 61,696] [added: 72,169] | | | | | | [removed: 10,473] [added: 7,747] | | | | | | [removed: 17.0] [added: 10.7] | | % |

| Income from operations | | | | | | [removed: 4,986] [added: 3,148] | | | | | | [removed: 3,192] [added: 4,986] | | | | | | [removed: 1,794] [added: (1,838)] | | | | | | [removed: 56.2] [added: (36.9)] | | % |

| Interest expense | | | | | | [removed: 283] [added: 326] | | | | | | [removed: 242] [added: 283] | | | | | | [removed: 41] [added: 43] | | | | | | [removed: 16.9] [added: 15.2] | | % |

| Other [removed: expense (income),] [added: (income) expense,] net | | | | | | [removed: 103] [added: (532)] | | | | | | [removed: (506)] [added: 103] | | | | | | [removed: 609] [added: 635] | | | | | | [removed: (120.4)] [added: 616.5] | | % |

| Income before income taxes and equity in net earnings | | | | | | [removed: 4,600] [added: 3,354] | | | | | | [removed: 3,456] [added: 4,600] | | | | | | [removed: 1,144] [added: (1,246)] | | | | | | [removed: 33.1] [added: (27.1)] | | % |

Kindred at Home Acquisition

On August 17, 2021, we acquired the remaining 60% interest in Kindred at Home, or KAH, the nation’s largest home health and hospice provider, from TPG Capital and Welsh, Carson, Anderson & Stowe, two private equity funds, for an enterprise value of $8.2 billion, which includes our equity value of $2.4 billion associated with our 40% minority ownership interest.

The remeasurement to fair value of our previously held 40% equity method investment with a carrying value of approximately $1.3 billion, resulted in a $1.1 billion gain recognized in "Other (income) expense, net".

KAH has locations in 40 states, providing extensive geographic coverage with approximately 65% overlap with our individual Medicare Advantage membership.

We paid the approximate $5.8 billion transaction price (net of our existing equity stake) through a combination of debt financing, the assumption of existing KAH indebtedness and parent company cash.

During periods of increased incidences of COVID-19, non-essential care from a reduction in non-COVID-19 hospital admissions and lower overall healthcare system consumption decreased utilization.

At the same time, COVID-19 treatment and testing costs increased utilization.

Finally, changes in utilization patterns and actions taken in 2020 and 2021 as a result of the COVID-19 pandemic, including the suspension of certain financial recovery programs for a period of time and shifting the timing of claim payments and provider capitation surplus payments, impacted our claim reserve development and operating cash flows for 2020 and 2021.

The Healthcare Services segment includes pharmacy, provider, and home services, along with other services and capabilities to promote wellness and advance population health.

The operations of the recently acquired full ownership of Kindred at Home, as well as the company's strategic partnership with Welsh, Carson, Anderson & Stowe (WCAS) to develop and operate senior-focused, payor-agnostic, primary care centers are also included in the Healthcare Services segment.

At the same time, during periods of increased incidences of COVID-19, COVID-19 treatment and testing costs increase.

- In order to create capacity to fund growth and investment in our Medicare Advantage business and further expand our Healthcare Services capability in 2023, we committed to efforts to create additional value through cost savings, productivity initiatives and value acceleration from previous investments.

As a result of these initiatives, we anticipate that we may incur certain charges in 2022.

CMS has invited public comment on the Advance Notice before publishing final rate on or before April 4, 2022, or the Final Notice.

In the Advance Notice, CMS estimates Medicare Advantage plans across the sector will, on average, experience a 4.48% increase in benchmark funding based on proposals included therein.

As indicated by CMS, its estimate excludes the impact of fee-for-service county rebasing/re-pricing since the related impact is dependent upon finalization of certain data, which will be available with the publication of the Final Notice.

Further the benchmark increase excludes MA risk score trend as individual plans’ experience will vary.

Based on the company’s preliminary analysis using the same factors CMS included in its estimate, the components of which are detailed on CMS’s website, we anticipate the proposals in the Advance Notice would result in a change generally in line with CMS’s estimate.

The company will be drawing upon its program expertise to provide CMS formal commentary on the impact of the Advance Notice and the related impact on Medicare beneficiaries’ quality of care and service to its members through the Medicare Advantage program.

The put/call valuation adjustments included the impact of the termination of the put/call agreement related to Kindred at Home as a result of the signing of the definitive agreement for the transaction on April 27, 2021.

| | | | 2021 | | | | | | 2020 | | |

| Gain on Kindred at Home equity method investment | | | $ | 1,129 | | | | | $ | — | |

| Put/call valuation adjustments associated with company's non consolidating minority interest investments | | | (597) | | | | | | (103) | | |

| Transaction and integration costs associated with Kindred at Home acquisition | | | (128) | | | | | | — | | |

| | | | 2021 | | | | | | 2020 | | |

| Gain on Kindred at Home equity method investment | | | $ | 8.73 | | | | | $ | — | |

| Put/call valuation adjustments associated with company's non consolidating minority interest investments | | | (3.56) | | | | | | (0.60) | | |

| Transaction and integration costs associated with Kindred at Home acquisition | | | (0.72) | | | | | | — | | |

| | | | $ | 2.42 | | | | | $ | 7.07 | |

◦Excluding these adjustments, comparisons of our results of operations were materially impacted by the significant, temporary deferral of care in 2020 resulting from stay-at-home orders, physical distancing measures, and other restrictions implemented to reduce the spread of COVID-19, as well as the impact of COVID-19 testing and treatment costs, which on a net basis significantly and favorably impacted the 2020 period results when compared to the 2021 period results.

In addition, the 2021 period results reflect the impact of lower COVID-19 related administrative costs in 2021 compared to 2020.

Administrative costs in 2020 included costs associated with personal protective equipment, member response effort, the build-out of infrastructure necessary to support employees working remotely and charitable contribution cost to support the communities served by us.

Combined, the COVID-19 impacts described previously resulted in lower operating results in 2021 compared to 2020.

◦Partially offsetting the COVID-19 financial headwind that we experienced in 2021, our results of operations for 2021 were favorably impacted by individual Medicare Advantage and state-based contract membership growth and improved operating performance in our Healthcare Services segment, including the consolidation of Kindred at Home operations upon completion of the acquisition of the remaining 60% interest in Kindred at Home in August 2021.

The annual health insurance

| Retail | | | | | | $ | 73,820 | | | | | $ | 67,124 | | | | | $ | 6,696 | | | | | 10.0 | | % |

| Total premiums | | | | | | 79,822 | | | | | | 74,186 | | | | | | 5,636 | | | | | | 7.6 | | % |

| Retail | | | | | | 23 | | | | | | 19 | | | | | | 4 | | | | | | 21.1 | | % |

| Healthcare Services | | | | | | 2,216 | | | | | | 1,016 | | | | | | 1,200 | | | | | | 118.1 | | % |

| Total services | | | | | | 3,055 | | | | | | 1,815 | | | | | | 1,240 | | | | | | 68.3 | | % |

During 2020 we took actions to protect, inform, and care for our members, providers, employees, and other stakeholders associated with the outbreak of the novel coronavirus, or COVID-19.

Specifically, we highlight the following actions to support our members:

- waiving all cost sharing for COVID-19 treatment and testing, including inpatient hospital admissions as well as in-network primary care, outpatient behavioral health, and telehealth visits, to reduce financial barriers to members seeking care and to re-engage with their physician, while continuing to encourage the use of telehealth;

- delivering meals to our senior members in need;

- making it easier for members to be tested for COVID-19 by offering at-home testing, as well as offering in-home preventive screening and diabetes testing kits to encourage members to seek preventive care that may have been delayed during the pandemic.

- proactively delivering safety kits, including face masks, to members and employee homes to facilitate access to care and support visits to providers safely;

- extending grace periods for premium payments for our fully-insured commercial group members, to ensure continuity of coverage during times of financial stress; and

- establishing a clinical outreach team to proactively engage with our most vulnerable members.

In addition, we took steps to support our provider partners and boost system viability by:

- increasing provider funding, simplifying and expanding claims processing and releasing advanced funding to providers, to get reimbursement payments to providers as quickly as possible and ease financial concerns so that members are able to continue to access the care and information they need; and

- expanding modifications to certain utilization management processes, to ease administrative stress and make sure providers are able to most efficiently care for their patients.

We also supported our workforce keeping them safe and addressing other needs during this time, highlighting the following:

- transitioning nearly 94% of the workforce to work-at-home and equipping them with the necessary technology and resources for a successful remote work environment.

- providing funding for emergency relief for elder and child caregiving and financial hardship from family job loss, food insecurity and household essentials.

- adjusting pay and leave policies to provide additional paid time off to manage personal challenges as a result of COVID-19 including school closings and child care.

Finally, we continued to support the communities we serve by donating $200 million to the Humana Foundation to address social determinants of health in an effort to promote more health days and encourage greater health equity.

Beginning in the second half of March 2020, the implementation of stay-at-home and physical distancing orders and other restrictions on movement and economic activity resulted in the temporary deferral of non-essential care and significant reduction in hospital admissions and overall healthcare system utilization during April 2020.

Non-COVID utilization then began to increase during May and June 2020, and continued to rebound throughout the third quarter and early in the fourth quarter of 2020, reaching approximately 95% of historic baseline levels as of the end of October 2020.

Then, in the latter half of November and accelerating throughout the month of December, we experienced a significant increase in COVID-19 admissions in nearly all of the markets in which we operate across our Medicare Advantage, Medicaid, and group commercial insurance business lines, resulting in higher COVID-19 treatment and testing costs.

During this period, we also experienced a corresponding decline in non-COVID utilization in all service categories to well below the near baseline levels of non-COVID utilization witnessed as late as the end of October 2020 (with non-COVID utilization in our Medicare Advantage business running approximately 15% below normal levels at the close of the fourth quarter of 2020).

The impact of this decline in non-COVID utilization more than offset the higher COVID-19 treatment and testing costs during this period.

Our 2020 results were also impacted by our ongoing pandemic relief efforts and strategic investments in our integrated care delivery model.

We currently anticipate that the higher levels of COVID-19 admissions experienced late in 2020, and the corresponding decrease in non-COVID utilization, will continue for at least the first few months of 2021.

Over the course of 2021, we then expect COVID utilization to decline as more of our members are vaccinated, and that non-COVID utilization will trend back to more normal levels.

We currently expect this may impact our 2021 revenues under the risk adjustment payment model for Medicare Advantage plans, but that these trends will also normalize in 2022 as non-COVID utilization trends back to more normal levels throughout 2021.

However, the course and magnitude of these trends and their associated impact remains highly uncertain and subject to a significant number of variables and uncertainties including, among others, the severity and duration of the pandemic, continued actions taken to mitigate the spread of COVID-19 (including new COVID-19 variants) and in turn, relax those restrictions, the timing and degree in resumption of demand for deferred health care services, the pace of administration of COVID-19 vaccines and the effectiveness of those vaccines, and level and cost of treatment and testing, all of which are difficult to predict.

As such, our response to this global health crisis and the subsequent recovery will continue to evolve over the coming months.

Beginning January 1, 2018, we exited the individual commercial fully-insured medical health insurance business, as well as certain other business in 2018, and therefore no longer report separately the Individual Commercial segment and the Other Businesses category in the current year.

Previously, the Other Businesses category included businesses that were not individually reportable because they did not meet the quantitative thresholds required by generally accepted accounting principles, primarily our closed-block of commercial long-term care insurance policies which were sold in 2018.

The Healthcare Services segment includes services offered to our health plan members as well as to third parties, including pharmacy solutions, provider services, and clinical care service, such as home health and other services and capabilities to promote wellness and advance population health, including our non-consolidating minority investment in Kindred at Home and the strategic partnership with WCAS to develop and operate senior-focused, payor-agnostic, primary care centers.

in the latter stages.

Recent Transactions

Also, in the first quarter of 2020, we entered into a strategic partnership with WCAS to accelerate the expansion of our primary care model.

The WCAS partnership opened 20 payor-agnostic, senior-focused primary care centers during 2020, and is expected to open an additional 30 over the next 2 years.

These transactions are more fully discussed in Note 3 to the consolidated financial statements.

Medicare Advantage and dual demonstration program membership enrolled in a Humana chronic care management program was 910,600 at December 31, 2020, an increase of 4.8% from 868,800 at December 31, 2019.

These members may not be unique to each program since members have the ability to enroll in multiple programs.

The increase is driven by our improved process for identifying and enrolling members in the appropriate program at the right time, coupled with growth in Special Needs Plans, or SNP, membership.

We expect the Final Rate Notice to result in a 3.7% rate increase for non end stage renal disease, or ESRD, Medicare Advantage business, excluding the impact of Employer Group Waiver Plan, or EGWP, funding changes.

Our 3.7% rate increase compares to CMS’s estimate for the sector of 4.08% on a comparable basis, with the variance primarily driven by county rebasing and our geographic footprint.

[removed: Amounts borrowed under the] [added: The] revolving credit portion [removed: of our $2.0 billion unsecured revolving credit agreement bear] [added: bears] interest at either LIBOR plus a spread or the base rate plus a spread.

Interest rate risk also represents a market risk factor affecting our consolidated financial position due to our significant investment portfolio, consisting primarily of fixed maturity securities of investment-grade quality with a weighted average S&P credit rating of AA- at December 31, [removed: 2020.][added: 2021.]

Our net unrealized position [removed: increased $303] [added: decreased $457] million from a net unrealized gain position of [removed: $211] [added: $514] million at December 31, [removed: 2019] [added: 2020] to a net unrealized gain position of [removed: $514] [added: $57] million at December 31, [removed: 2020.][added: 2021.]

At December 31, [removed: 2020,] [added: 2021,] we had gross unrealized losses of [removed: $6] [added: $161] million on our investment portfolio primarily due to an increase in market interest rates since the time the securities were purchased.

We did not record any material credit allowances for debt securities that were in an unrealized loss position during [added: 2021 and] 2020.

While we believe that these impairments will be recovered and we currently do not have the intent to sell such securities, given the current market conditions and the significant judgments involved, there is a continuing risk that future declines in fair value may occur and material realized losses from sales or [added: credit loss] impairments may be recorded in future periods.

The average duration of our investment portfolio, including cash and cash equivalents, was approximately [removed: 3.0] [added: 3.6] years as of December 31, [removed: 2020] [added: 2021] and [removed: 2.5 years as of December 31, 2019.][added: 3.0 years.]

Based on the duration including cash equivalents, a 1% increase in interest rates would generally decrease the [added: December 31, 2021] fair value of our securities by approximately [removed: $541] [added: $606] million.

We have also evaluated the impact on our investment income and interest expense resulting from a hypothetical change in interest rates of 100, 200, and 300 basis points over the next twelve-month period, as reflected in the [removed: following table.]

The evaluation was based on our investment portfolio and our outstanding indebtedness at December 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

This evaluation measures parallel shifts in interest rates and may not account for certain unpredictable events that may affect interest income, including unexpected changes of cash flows into and out of the portfolio, changes in the asset allocation, including shifts between taxable and tax-exempt securities, [removed: and] spread changes specific to various investment [removed: categories.][added: categories and the mix of short-term versus long-term debt.]

In the past ten years, changes in 10 year US treasury rates during the year have not exceeded 300 basis points, have changed between 200 and 300 basis points [removed: once,] [added: 0,] have changed between 100 and 200 basis points [removed: twice,] [added: 4,] and have changed by less than 100 basis points [removed: seven times.][added: 6.]

| Interest expense (b) | | | | | | [removed: 10] [added: 7] | | | | | | [removed: 9] [added: 7] | | | | | | [removed: 4] [added: 7] | | | | | | [removed: (4)] [added: (35)] | | | | | | [removed: (9)] [added: (70)] | | | | | | [removed: (13)] [added: (105)] | | |

(a)As of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] some of our investments had interest rates below 1% and 2%, respectively, so the assumed hypothetical change in pretax earnings does not reflect the full 1% and 2%, respectively, point reduction.

(b)The interest rate under our senior [removed: notes] [added: notes, which represent 72% of total debt,] is [removed: fixed.][added: fixed, unaffected by changes in interest rates.]

There were no borrowings outstanding under the credit agreement at December 31, [removed: 2020] [added: 2021] or December 31, [removed: 2019.][added: 2020.]

There was [removed: $600] [added: $955] million and [removed: $300] [added: $600] million outstanding under our commercial paper program at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

As of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] our interest rate under our commercial paper program was less than 1% so the assumed hypothetical change in pretax earnings does not reflect the full 1% point reduction.

Under the revolving credit agreements, at our option, we can borrow on either a competitive advance basis or a revolving credit basis.

The competitive advance portion of any borrowings will bear interest at market rates prevailing at the time of borrowing on either a fixed rate or a floating rate based on LIBOR, at our option.

The revolving credit agreements provide for the transition from LIBOR and do not require amendment in connection with such transition.

There were no borrowings outstanding under our credit agreements at December 31, 2021 or December 31, 2020.

as of December 31, 2020.

following table.

| As of December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Investment income (a) | | | | | | $ | (46) | | | | | $ | (29) | | | | | $ | (15) | | | | | $ | 71 | | | | | $ | 142 | | | | | $ | 213 | |

| Pretax | | | | | | $ | (39) | | | | | $ | (22) | | | | | $ | (8) | | | | | $ | 36 | | | | | $ | 72 | | | | | $ | 108 | |

We had $2.5 billion of variable rate term loans at December 31, 2021, used to fund the August 2021 KAH acquisition.

There were no term loans at December 31, 2020.

If drawn upon, the revolving credit would revert to using the alternative base rate once LIBOR is discontinued.There were no borrowings outstanding under our credit agreement at December 31, 2020 or December 31, 2019.

There were no material other-than-temporary impairments during 2019.

| As of December 31, 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Investment income (a) | | | | | | $ | (150) | | | | | $ | (133) | | | | | $ | (79) | | | | | $ | 78 | | | | | $ | 157 | | | | | $ | 235 | |

| Pretax | | | | | | $ | (140) | | | | | $ | (124) | | | | | $ | (75) | | | | | $ | 74 | | | | | $ | 148 | | | | | $ | 222 | |

As of December 31, [removed: 2020,] [added: 2021,] we had approximately 17 million members in our medical benefit plans, as well as approximately 5 million members in our specialty products.

During [removed: 2020,] [added: 2021,] 83% of our total premiums and services revenue were derived from contracts with the federal government, including [removed: 14%] [added: 15%] derived from our individual Medicare Advantage contracts in Florida with the Centers for Medicare and Medicaid Services, or CMS, under which we provide health insurance coverage to approximately [removed: 728,300] [added: 769,100] members as of December 31, [removed: 2020.][added: 2021.]

This Annual Report on Form 10-K, or [removed: 2020] [added: 2021] Form 10-K, contains both historical and forward-looking information.

– Risk Factors in this [removed: 2020] [added: 2021] Form 10-K for a description of a number of factors that may adversely affect our results or business.

In addition, we offer services to our health plan members as well as to third parties that promote health and wellness, including pharmacy solutions, provider, and [removed: clinical programs,] [added: home solutions,] as well as services and capabilities to advance population health.

The following table presents our premiums and services revenue for the Retail segment by product for the year ended December 31, [removed: 2020:][added: 2021:]

| Individual Medicare Advantage | | | | | | $ | [removed: 51,697] [added: 58,654] | | | | | [removed: 68.0] [added: 70.8] | | % |

| Group Medicare Advantage | | | | | | [removed: 7,774] [added: 6,955] | | | | | | [removed: 10.2] [added: 8.4] | | % |

| Medicare stand-alone PDP | | | | | | [removed: 2,742] [added: 2,371] | | | | | | [removed: 3.6] [added: 2.9] | | % |

| Total Retail Medicare | | | | | | [removed: 62,213] [added: 67,980] | | | | | | [removed: 81.8] [added: 82.1] | | % |

| State-based Medicaid | | | | | | [removed: 4,223] [added: 5,109] | | | | | | [removed: 5.6] [added: 6.2] | | % |

| Medicare Supplement | | | | | | [removed: 688] [added: 731] | | | | | | 0.9 | | % |

| Services | | | | | | [removed: 19] [added: 23] | | | | | | — | | % |

| Total premiums and services revenue | | | | | | $ | [removed: 67,143] [added: 73,843] | | | | | [removed: 88.3] [added: 89.2] | | % |

With each of these products, the beneficiary receives benefits in excess of [removed: Medicare FFS, typically including reduced cost sharing, enhanced prescription drug benefits, care coordination, data]

[added: Medicare FFS, typically including reduced cost sharing, enhanced prescription drug benefits, care coordination, data] analysis techniques to help identify member needs, complex case management, tools to guide members in their health care decisions, care management programs, wellness and prevention programs and, in some instances, a reduced monthly Part B premium.

For [removed: 2020, 50%] [added: 2021, 75%] of the risk score was calculated from claims data submitted through EDS.

CMS [removed: increased that percentage to 75% for 2021 and] will complete the phased-in transition from RAPS to EDS by using only EDS data to calculate risk scores in 2022.

At December 31, [removed: 2020,] [added: 2021,] we provided health insurance coverage under CMS contracts to approximately [removed: 3,962,700] [added: 4,409,100] individual Medicare Advantage members, including approximately [removed: 728,300] [added: 769,100] members in Florida.

These Florida contracts accounted for premiums revenue of approximately [removed: $10.9] [added: $11.9] billion, which represented approximately [removed: 21.1%] [added: 20%] of our individual Medicare Advantage premiums revenue, or [removed: 14.4%] [added: 15%] of our consolidated premiums and services revenue for the year ended December 31, [removed: 2020.][added: 2021.]

All material contracts between Humana and CMS relating to our Medicare [removed: Advantage] [added: stand-alone PDP] products have been renewed for [removed: 2021,] [added: 2022,] and all of our product offerings filed with CMS for [removed: 2021] [added: 2022] have been approved.

[removed: All material contracts between Humana and CMS] relating to our Medicare [removed: stand-alone PDP] [added: Advantage] products have been renewed for [removed: 2021,] [added: 2022,] and all of our product offerings filed with CMS for [removed: 2021] [added: 2022] have been approved.

Within federal guidelines, states determine whom to cover, but general categories for traditional Medicaid programs include: children and [removed: some adults] [added: parents] receiving assistance through Temporary Assistance to Needy [removed: Families, or TANF, and] [added: Families (TANF);] Aged, Blind, and [removed: Disabled, or ABD,] [added: Disabled (ABD) individuals; and Medicaid Expansion] adults.

Through [removed: the] [added: Medicaid Managed] Long-Term Support [removed: Services, or LTSS, program,] [added: Services (MLTSS) programs,] states offer programs to deliver support services to people who receive home and community or institution-based services for long-term care.

We also serve members who qualify for both Medicaid and Medicare, referred to as [removed: “dual eligible,"] [added: "dual eligible",] through our Medicaid, Medicare Advantage, and stand-alone prescription drug plans.

These programs largely operate separately from traditional Medicaid [removed: and LTSS] programs.

We currently serve dual eligible members under CMS’s dual eligible demonstration program in [removed: Illinois, and have been approved to participate in South Carolina’s dual demonstration program starting in January 2022.][added: Illinois.]

As part of our individual Medicare Advantage products, we also offer [removed: D-SNP plans.][added: Dual-Eligible Special Needs Plans (D-SNP).]

In connection with offering a D-SNP [removed: plan] in a particular state, we are required to enter into a special coordinating contract with the applicable state Medicaid agency.

The following table presents our premiums and services revenue for the Group and Specialty segment by product for the year ended December 31, [removed: 2020:][added: 2021:]

| Fully-insured commercial group | | | | | | $ | [removed: 4,761] [added: 4,271] | | | | | [removed: 6.3] [added: 5.2] | | % |

| Services | | | | | | [removed: 780] [added: 816] | | | | | | 1.0 | | % |

| Total premiums and services revenue | | | | | | $ | [removed: 7,240] [added: 6,818] | | | | | [removed: 9.5] [added: 8.3] | | % |

| Intersegment services revenue | | | | | | $ | [removed: 29] [added: 40] | | | | | n/a | | |

Under ASO contracts, self-funded employers generally retain the risk of financing the costs of health benefits, with large group customers retaining a greater share [added: and small group customers a smaller share of the cost of health benefits.]

The T2017 East Region contract is a 5-year contract set to expire on December 31, [removed: 2022] [added: 2022, unless extended,] and is subject to renewals on January 1 of each year during its term at the government's option.

The following table presents our services revenue for the Healthcare Services segment by line of business for the year ended December 31, [removed: 2020:][added: 2021:]

| Pharmacy solutions | | | | | | [removed: $] [added: 25,855] | [removed: 24,587] | | | | | n/a | | |

| Provider services | | | | | | [removed: 2,266] [added: 2,476] | | | | | | n/a | | |

| Total intersegment revenue | | | | | | $ | [removed: 27,419] [added: 29,022] | | | | | | | |

| Total premiums | | | | | | 73,820 | | | | | | 89.2 | | % |

All material contracts between Humana and CMS

We have contracts in multiple states to serve Medicaid-eligible members, including Florida, Kentucky, Ohio, South Carolina and Wisconsin.

| Specialty | | | | | | 1,731 | | | | | | 2.1 | | % |

| Total premiums | | | | | | 6,002 | | | | | | 7.3 | | % |

| | | | | | | | | | | | | | | |

This segment includes pharmacy, provider, and home services, along with other services and capabilities to promote wellness and advance population health.

The Healthcare Services segment also includes the operations of Kindred at Home (of which we recently acquired the remaining 60% ownership), as well as the company's strategic partnership with Welsh, Carson, Anderson & Stowe (WCAS) to develop and operate senior-focused, payor-agnostic, primary care centers are also included in the Healthcare Services segment.

Services offered by this segment are designed to enhance the overall healthcare experience.

These services may lead to lower utilization associated with improved member health and/or lower drug costs.

| | | | | | | | | | | | | | | |

| Home solutions | | | | | | $ | 691 | | | | | n/a | | |

| Home solutions | | | | | | $ | 1,166 | | | | | 1.4 | | % |

| Provider services | | | | | | 413 | | | | | | 0.5 | | % |

| | | | | | | | | | | | | | | |

In the first quarter of 2020, our Primary Care Organization entered into a strategic partnership with Welsh, Carson, Anderson & Stowe, or WCAS, to accelerate the expansion of our primary care model.

As of December 31, 2021, there were 31 primary care clinics operating under the partnership and we intend to open an additional 36 in future periods under the existing arrangement.

Home solutions

Now included in our Home solutions business is Kindred at Home, or KAH, which we fully acquired on August 17, 2021.

KAH is the nation’s largest home health and hospice provider and has locations in 40 states, providing extensive geographic coverage with approximately 65% overlap with our individual Medicare Advantage membership.

The KAH acquisition reflects our continued commitment to investing in home-based clinical solutions.

When combined with KAH, our Home solutions geographic scale and clinical breadth provides the opportunity to offer care beyond our members.

Fully integrating KAH's home health operations into our Home solutions business will allow us to accelerate clinical innovation and roll out a value-based operating model at scale, more closely aligning incentives to focus on improving patient outcomes and reducing the total cost of care.

This is critical to deploying a value-based, advanced home health model at scale that makes it easier for patients and providers to benefit from our full continuum of home-based capabilities, leveraging the best channel to deliver the right care needed at the right time.

Hospice care is an important offering in the full continuum of care we intend to offer patients.

However, we have been successful in delivering the desired patient experience and outcomes through partnership models, including through participation in the CMS hospice Value-Based Insurance Design, or VBID, model.

As such, we continue to explore various alternatives for the long-term ownership structure of our Hospice business as part of our strategic investment.

There is no assurance about the timing and certainty of any such transaction.

Also included in our Home solutions business are the operations of Humana At Home, Inc., or Humana At Home®.

Our care management programs include member enrollment in D-SNP plans, which are a large and growing part of our care

management activities at Humana.

Through these programs, care managers collaborate with physicians and other healthcare professionals to help patients manage their healthcare needs while addressing their physical, behavioral, cognitive, social and financial needs.

| Florida | | | 769.1 | | | 7.4 | | | 162.0 | | | 17.9 | | | 704.5 | | | | | | 121.3 | | | 37.3 | | | — | | | | | | | | | 1,819.5 | | | 10.7 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Texas | | | 354.3 | | | 4.2 | | | 244.0 | | | 27.2 | | | 2.1 | | | | | | 99.5 | | | 38.2 | | | — | | | | | | | | | 769.5 | | | 4.5 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Kentucky | | | 115.2 | | | 70.9 | | | 162.5 | | | 8.6 | | | 168.8 | | | | | | 85.9 | | | 138.4 | | | — | | | | | | | | | 750.3 | | | 4.4 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Georgia | | | 255.2 | | | 2.0 | | | 96.2 | | | 10.0 | | | — | | | | | | 87.9 | | | 79.0 | | | — | | | | | | | | | 530.3 | | | 3.1 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| North Carolina | | | 213.3 | | | 159.9 | | | 120.4 | | | 6.7 | | | — | | | | | | — | | | — | | | — | | | | | | | | | 500.3 | | | 2.9 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| California | | | 103.9 | | | 1.0 | | | 363.5 | | | 19.4 | | | — | | | | | | — | | | — | | | — | | | | | | | | | 487.8 | | | 2.9 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Illinois | | | 154.8 | | | 27.6 | | | 139.7 | | | 7.4 | | | 17.5 | | | | | | 20.8 | | | 38.4 | | | — | | | | | | | | | 406.2 | | | 2.4 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Ohio | | | 181.2 | | | 20.2 | | | 101.7 | | | 37.5 | | | — | | | | | | 24.0 | | | 28.2 | | | — | | | | | | | | | 392.8 | | | 2.3 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Beginning January 1, 2018, we exited the individual commercial fully-insured medical health insurance business, as well as certain other business in 2018, and therefore no longer report separately the Individual Commercial segment and the Other Businesses category in the current year.

Previously, the Other Businesses category included businesses that were not individually reportable because they did not meet the quantitative thresholds required by generally accepted accounting principles, primarily our closed-block of commercial long-term care insurance policies which were sold in 2018.

| Total premiums | | | | | | 67,124 | | | | | | 88.3 | | % |

We have contracts in several states to serve Medicaid-eligible members.

In Florida, we cover the traditional programs (TANF and ABD members), as well as provide LTSS services.

In Kentucky, we serve the traditional programs.

Originally, our Kentucky Medicaid contract was subject to a 100% coinsurance contract with CareSource Management Group Company, ceding all the risk to CareSource; however, effective January 1, 2020, we terminated the reinsurance agreement with CareSource and assumed full administration and financial risk.

In 2021, our Medicaid business significantly expanded in several states, including in Wisconsin with the acquisition of iCare on

January 1, 2021, in Oklahoma with a new contract award; and in South Carolina with the approval to participate in its traditional managed Medicaid program.

| Specialty | | | | | | 1,699 | | | | | | 2.2 | | % |

| Total premiums | | | | | | 6,460 | | | | | | 8.5 | | % |

and small group customers a smaller share of the cost of health benefits.

This segment is comprised of stand-alone businesses that offer services including pharmacy solutions, provider services, clinical care services, and predictive modeling and informatics services to other Humana businesses, as well as external health plan members, external health plans, and other employers or individuals and are described in the discussion that follows.

| Clinical care services | | | | | | 566 | | | | | | n/a | | |

| Provider services | | | | | | 328 | | | | | | 0.4 | | % |

| Clinical care services | | | | | | 107 | | | | | | 0.1 | | % |

In February 2020, Partners in Primary Care entered into a strategic partnership with Welsh, Carson, Anderson & Stowe to open a minimum of 50 additional payor-agnostic, senior-focused primary care centers over the next three years and in 2018 we acquired FPG serving Medicare Advantage and Managed Medicaid HMO patients through its senior focused clinics in Greater Orlando, Florida.

Also, during 2018, we acquired the remaining equity interest in Miami, Florida based MCCI Holdings, LLC, or MCCI, a privately held management service organization and healthcare provider that primarily coordinates medical care for Medicare Advantage beneficiaries in Florida and Texas.

- Financial Statements and Supplementary Data.

Clinical care services

Clinical care services include the operations of Humana At Home, Inc., or Humana At Home®.

We focus our deployment of these services in geographies with a high concentration of members living with multiple chronic conditions.

At December 31, 2020, we have enrolled approximately 910,600 members, with complex chronic conditions participating in a Humana Chronic Care Program, reflecting enhanced predictive modeling capabilities and focus on proactive clinical outreach and member engagement, particularly for our Medicare Advantage membership.

These members may not be unique to each program since members have the ability to enroll in multiple programs.

We have committed additional investments in our home care capabilities with our acquisition of a 40% minority interest in Kindred at Home, Inc., or Kindred at Home, and Curo Health Services, or Curo, which combined creates the nation's largest home health and hospice provider with significant overlap with our individual Medicare Advantage business.

These capabilities include our health care analytics engine, which reviews billions

Our care management programs take full advantage of the population health, wellness and clinical applications offered by CareHub, our clinical management tool used by providers and care managers across the company to help our members achieve their best health, to offer various levels of support, matching the intensity of the support to the needs of members with ongoing health challenges through telephonic and onsite programs.

These programs include Personal Nurse, chronic condition management, and case management as well as programs supporting maternity, cancer, neonatal intensive care unit, and transplant services.

Wellness

We offer wellness solutions including our Go365 wellness and loyalty rewards program, employee assistance program, and clinical programs.

These programs, when offered collectively to employer customers as our Total Health product, turn any standard plan of the employer's choosing into an integrated health and well-being solution that encourages participation in these programs.

Our Go365 program provides our members with access to a science-based, actuarially driven wellness and loyalty program that features a wide range of well-being tools and rewards that are customized to an individual’s needs and wants.

A key element of the program includes a sophisticated health-behavior-change model supported by an incentive program.

Our Individual Commercial Segment Products

Our individual health plans were marketed under the HumanaOne brand.

We offered products both on and off of the public exchange.

We discontinued substantially all off-exchange individual commercial medical plans effective January 1, 2017, and we exited our remaining individual commercial medical business effective January 1, 2018.

Other Businesses

Other Businesses includes those businesses that do not align with the reportable segments previously described, primarily our closed-block long-term care insurance policies, which were sold in 2018.

For a detailed discussion of the sale refer to Note 3 to the consolidated financial statements included in Item 8.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

The aggregate market value of voting stock held by non-affiliates of the Registrant as of June 30, [removed: 2020] [added: 2021] was [removed: $50,711,683,757] [added: $56,778,277,553] calculated using the average price on June 30, [removed: 2020] [added: 2021] of [removed: $384.15] [added: $442.72] per share.

The number of shares outstanding of the Registrant’s Common Stock as of January 31, [removed: 2021] [added: 2022] was [removed: 128,861,929.][added: 126,633,599.]

Parts II and III incorporate herein by reference portions of the Registrant’s Definitive Proxy Statement to be filed pursuant to Regulation 14A with respect to the Annual Meeting of Stockholders scheduled to be held on April [removed: 22, 2021.][added: 21, 2022.]

For the Year Ended December 31, [removed: 2020][added: 2021]

| Item 1. | | | Business | | | [removed: [4](#i2c77d1c5985b44a58bb9c1d121bae1b2_19)] [added: [4](#id6f6eceefe79423b9394ac975f1811f1_19)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [22](#i2c77d1c5985b44a58bb9c1d121bae1b2_76)] [added: [21](#id6f6eceefe79423b9394ac975f1811f1_76)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [37](#i2c77d1c5985b44a58bb9c1d121bae1b2_79)] [added: [35](#id6f6eceefe79423b9394ac975f1811f1_79)] | | |

| Item 2. | | | Properties | | | [removed: [37](#i2c77d1c5985b44a58bb9c1d121bae1b2_82)] [added: [36](#id6f6eceefe79423b9394ac975f1811f1_82)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [37](#i2c77d1c5985b44a58bb9c1d121bae1b2_85)] [added: [36](#id6f6eceefe79423b9394ac975f1811f1_85)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [37](#i2c77d1c5985b44a58bb9c1d121bae1b2_88)] [added: [36](#id6f6eceefe79423b9394ac975f1811f1_88)] | | |

| Item 5. | | | Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [38](#i2c77d1c5985b44a58bb9c1d121bae1b2_94)] [added: [37](#id6f6eceefe79423b9394ac975f1811f1_94)] | | |

| Item 6. | | | Selected Financial Data | | | [removed: [41](#i2c77d1c5985b44a58bb9c1d121bae1b2_97)] [added: [40](#id6f6eceefe79423b9394ac975f1811f1_97)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [42](#i2c77d1c5985b44a58bb9c1d121bae1b2_100)] [added: [41](#id6f6eceefe79423b9394ac975f1811f1_103)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures about Market Risk | | | [removed: [67](#i2c77d1c5985b44a58bb9c1d121bae1b2_118)] [added: [66](#id6f6eceefe79423b9394ac975f1811f1_124)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [69](#i2c77d1c5985b44a58bb9c1d121bae1b2_121)] [added: [68](#id6f6eceefe79423b9394ac975f1811f1_127)] | | |

| Item 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [124](#i2c77d1c5985b44a58bb9c1d121bae1b2_229)] [added: [126](#id6f6eceefe79423b9394ac975f1811f1_220)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [124](#i2c77d1c5985b44a58bb9c1d121bae1b2_232)] [added: [126](#id6f6eceefe79423b9394ac975f1811f1_223)] | | |

| Item 9B. | | | Other Information | | | [removed: [125](#i2c77d1c5985b44a58bb9c1d121bae1b2_235)] [added: [127](#id6f6eceefe79423b9394ac975f1811f1_226)] | | |

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [126](#i2c77d1c5985b44a58bb9c1d121bae1b2_241)] [added: [128](#id6f6eceefe79423b9394ac975f1811f1_232)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [127](#i2c77d1c5985b44a58bb9c1d121bae1b2_244)] [added: [129](#id6f6eceefe79423b9394ac975f1811f1_235)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [127](#i2c77d1c5985b44a58bb9c1d121bae1b2_247)] [added: [129](#id6f6eceefe79423b9394ac975f1811f1_238)] | | |

| Item 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [128](#i2c77d1c5985b44a58bb9c1d121bae1b2_250)] [added: [130](#id6f6eceefe79423b9394ac975f1811f1_241)] | | |

| Item 14. | | | Principal Accounting Fees and Services | | | [removed: [128](#i2c77d1c5985b44a58bb9c1d121bae1b2_253)] [added: [130](#id6f6eceefe79423b9394ac975f1811f1_244)] | | |

| Item 15. | | | Exhibits, Financial Statement Schedules | | | [removed: [129](#i2c77d1c5985b44a58bb9c1d121bae1b2_259)] [added: [131](#id6f6eceefe79423b9394ac975f1811f1_250)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i2c77d1c5985b44a58bb9c1d121bae1b2_310)] [added: Summary](#id6f6eceefe79423b9394ac975f1811f1_295)] | | | [removed: [142](#i2c77d1c5985b44a58bb9c1d121bae1b2_310)] [added: [144](#id6f6eceefe79423b9394ac975f1811f1_295)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdiction](#id6f6eceefe79423b9394ac975f1811f1_2748779071956)[s](#id6f6eceefe79423b9394ac975f1811f1_2748779071956) [that Prevent Inspections](#id6f6eceefe79423b9394ac975f1811f1_2748779071956) | | | [127](#id6f6eceefe79423b9394ac975f1811f1_2748779071956) | | |

| | | | | | | | | |

| | | | Signatures and Certifications | | | [145](#id6f6eceefe79423b9394ac975f1811f1_298) | | |

| | | | Signatures and Certifications | | | [143](#i2c77d1c5985b44a58bb9c1d121bae1b2_313) | | |

In addition to the headquarters in Louisville, Kentucky, we maintain other principal operating facilities used for customer service, enrollment, and/or claims processing and certain other corporate functions in Louisville, Kentucky; Green Bay, Wisconsin; Tampa, Florida; Cincinnati, Ohio; San Antonio, Texas; [removed: and] San Juan, Puerto [removed: Rico.][added: Rico; Atlanta, Georgia; Mooresville, North Carolina and Austin, Texas.]

We owned or leased numerous medical centers and administrative offices at December 31, [removed: 2020.][added: 2021.]

Of these medical centers, approximately [removed: 195] [added: 221] of these facilities are leased or subleased to our contracted providers to operate.

As of January 31, [removed: 2021,] [added: 2022,] there were [removed: 1,943] [added: 1,804] holders of record of our common stock and [removed: 297,870] [added: 404,351] beneficial holders of our common stock.

The following table provides details of dividend payments, excluding dividend equivalent rights, in [removed: 2019] [added: 2020] and [removed: 2020,] [added: 2021,] under our Board approved quarterly cash dividend policy:

[removed: On November 1, 2020,] [added: In October 2021,] the Board declared a cash dividend of [removed: $0.625] [added: $0.70] per share [removed: that was paid] [added: payable] on January [removed: 29, 2021] [added: 28, 2022] to stockholders of record on December 31, [removed: 2020,] [added: 2021] for an aggregate amount of [removed: $81] [added: $90] million.

In February [removed: 2021,] [added: 2022,] the Board declared a cash dividend of [removed: $0.70] [added: $0.7875] per share payable on April [removed: 30, 2021] [added: 29, 2022] to stockholders of record on March 31, [removed: 2021.][added: 2022.]

The following graph compares our total return to stockholders with the returns of the Standard & Poor’s Composite 500 Index (“S&P 500”) and the Dow Jones US Select Health Care Providers Index (“Peer Group”) for the five years ended December 31, [removed: 2020.][added: 2021.]

[removed: ][added: ]

| | | | [removed: 12/31/2015] [added: 12/31/2016] | | | | | | [removed: 12/31/2016] [added: 12/31/2017] | | | | | | [removed: 12/31/2017] [added: 12/31/2018] | | | | | | [removed: 12/31/2018] [added: 12/31/2019] | | | | | | [removed: 12/31/2019] [added: 12/31/2020] | | | | | | [removed: 12/31/2020] [added: 12/31/2021] | | |

The following table provides information about purchases by us during the three months ended December 31, [removed: 2020] [added: 2021] of equity securities that are registered by us pursuant to Section 12 of the Exchange Act:

| Period | | | Total Number of Shares Purchased (1) | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)(2) | | | | | | Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) [removed: (2) (3)] [added: (2)] | | |

| October [removed: 2020] [added: 2021] | | | — | | | | | | $ | — | | | | | — | | | | | | $ | [removed: 2,000,000,000] [added: 3,000,000,000] | |

| November [removed: 2020] [added: 2021] | | | — | | | | | | — | | | | | | — | | | | | | [removed: 2,000,000,000] [added: 3,000,000,000] | | |

[removed: (3)On] [added: (1)On] February 18, 2021, [removed: the] [added: our] Board of Directors [removed: replaced] [added: authorized] the [removed: previous share] repurchase [removed: authorization] of up to [removed: $3 billion (of which approximately $250 million remained unused) with a new authorization for repurchases of up to $3] [added: $3.0] billion of our common shares [added: expiring on February 18, 2024,] exclusive of shares repurchased in connection with employee stock [removed: plans, expiring as of February 18, 2024.][added: plans.]

| 2021 payments | | | | | | | | | | | | | | | | | | | | |

| 12/31/2020 | | | | | | 1/29/2021 | | | | | | $0.625 | | | | | | $81 | | |

| 3/31/2021 | | | | | | 4/30/2021 | | | | | | $0.700 | | | | | | $90 | | |

| 6/30/2021 | | | | | | 7/30/2021 | | | | | | $0.700 | | | | | | $90 | | |

| 9/30/2021 | | | | | | 10/29/2021 | | | | | | $0.700 | | | | | | $90 | | |

| HUM | | | $ | 100 | | | | | $ | 123 | | | | | $ | 143 | | | | | $ | 184 | | | | | $ | 207 | | | | | $ | 236 | |

| S&P 500 | | | $ | 100 | | | | | $ | 122 | | | | | $ | 117 | | | | | $ | 153 | | | | | $ | 181 | | | | | $ | 233 | |

| Peer Group | | | $ | 100 | | | | | $ | 126 | | | | | $ | 139 | | | | | $ | 171 | | | | | $ | 201 | | | | | $ | 251 | |

| December 2021 | | | — | | | | | | — | | | | | | — | | | | | | 3,000,000,000 | | |

| Total | | | — | | | | | | $ | — | | | | | — | | | | | | | | |

Under the share repurchase authorization, shares may be purchased from time to time at prevailing prices in the open market, by block purchases, through plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or in privately-negotiated transactions, including pursuant to accelerated share repurchase agreements with investment banks, subject to certain regulatory restrictions on volume, pricing, and timing.

| 2019 payments | | | | | | | | | | | | | | | | | | | | |

| 12/31/2018 | | | | | | 1/25/2019 | | | | | | $0.500 | | | | | | $68 | | |

| 3/29/2019 | | | | | | 4/26/2019 | | | | | | $0.550 | | | | | | $74 | | |

| 6/28/2019 | | | | | | 7/26/2019 | | | | | | $0.550 | | | | | | $74 | | |

| 9/30/2019 | | | | | | 10/25/2019 | | | | | | $0.550 | | | | | | $73 | | |

| HUM | | | $ | 100 | | | | | $ | 115 | | | | | $ | 141 | | | | | $ | 164 | | | | | $ | 211 | | | | | $ | 238 | |

| S&P 500 | | | $ | 100 | | | | | $ | 112 | | | | | $ | 136 | | | | | $ | 130 | | | | | $ | 172 | | | | | $ | 203 | |

| Peer Group | | | $ | 100 | | | | | $ | 101 | | | | | $ | 128 | | | | | $ | 140 | | | | | $ | 173 | | | | | $ | 204 | |

| December 2020 | | | 3,829,420 | | | | | | 388.44 | | | | | | 3,829,420 | | | | | | 250,000,000 | | |

| Total | | | 3,829,420 | | | | | | $ | 388.44 | | | | | 3,829,420 | | | | | | | | |

(1) On December 22, 2020, we entered into separate accelerated stock repurchase agreements, ("the December 2020 ASR Agreements"), with Citibank, N.A., or Citi, and JPMorgan Chase Bank, or JPM, to repurchase $1.75 billion of our common stock as part of the $3 billion repurchase program authorized by the Board of Directors on July 30, 2019.

On December 23, 2020, in accordance with the December 2020 ASR Agreements, we made a payment of $1.75 billion ($875 million to Citi and $875 million to JPM) and received an initial delivery of 3.8 million shares of our common stock (1.9 million shares each from Citi and JPM).

We recorded the payments to Citi and JPM as a reduction to stockholders’ equity, consisting of an $1.5 billion increase in treasury stock, which reflects the value of the initial 3.8 million shares received upon initial settlement, and a $262.5 million decrease in capital in excess of par value, which reflects the value of stock held back by Citi and JPM pending final settlement of the December 2020 ASR Agreements.

The final number of shares that we may receive, or be required to remit, under the December 2020 ASR Agreements, will be determined based on the daily volume-weighted average share price of our common stock over the term of the December 2020 ASR Agreements, less a discount and subject to adjustments pursuant to the terms and conditions of the December 2020 ASR Agreements.

We expect final settlement under the December 2020 Agreements to occur during the second quarter of 2021.

The December 2020 Agreements contain provisions customary for agreements of this type, including provisions for adjustments to the transaction terms upon certain specified events, the circumstances generally under which final settlement of the agreement may be accelerated, extended, or terminated early by Citi, JPM or Humana as well as various acknowledgments and representations made by the parties to each other.

At final settlement, under certain circumstances, we may be entitled to receive additional shares of our common stock from Citi and JPM or we may be required to make a payment.

If we are obligated to make a payment, we may elect to satisfy such obligation in cash or shares of our common stock.

| | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | |

| Cash and cash equivalents | | | $ | [removed: 4,673] [added: 3,394] | | | | | $ | [removed: 4,054] [added: 4,673] | |

| Investment securities | | | [removed: 12,554] [added: 13,192] | | | | | | [removed: 10,972] [added: 12,554] | | |

| Receivables, less allowance for doubtful accounts of [removed: $72] [added: $83] in [removed: 2020] [added: 2021] and [removed: $69] [added: $72] in [removed: 2019] [added: 2020] | | | [removed: 1,138] [added: 1,814] | | | | | | [removed: 1,056] [added: 1,138] | | |

| Other current assets | | | [removed: 5,276] [added: 6,493] | | | | | | [removed: 3,806] [added: 5,276] | | |

| Total current assets | | | [removed: 23,641] [added: 24,893] | | | | | | [removed: 19,888] [added: 23,641] | | |

| Property and equipment, net | | | [removed: 2,371] [added: 3,073] | | | | | | [removed: 1,955] [added: 2,371] | | |

| Long-term investment securities | | | [removed: 1,212] [added: 780] | | | | | | [removed: 406] [added: 1,212] | | |

| Goodwill | | | [removed: 4,447] [added: 11,092] | | | | | | [removed: 3,928] [added: 4,447] | | |

| Equity method investments | | | [removed: 1,170] [added: 141] | | | | | | [removed: 1,063] [added: 1,170] | | |

| Other long-term assets | | | [removed: 2,128] [added: 4,379] | | | | | | [removed: 1,834] [added: 2,128] | | |

| Total assets | | | $ | [removed: 34,969] [added: 44,358] | | | | | $ | [removed: 29,074] [added: 34,969] | |

| Benefits payable | | | $ | [removed: 8,143] [added: 8,289] | | | | | $ | [removed: 6,004] [added: 8,143] | |

| Trade accounts payable and accrued expenses | | | [removed: 4,013] [added: 4,509] | | | | | | [removed: 3,754] [added: 4,013] | | |

| Book overdraft | | | [removed: 320] [added: 326] | | | | | | [removed: 225] [added: 320] | | |

| Unearned revenues | | | [removed: 318] [added: 254] | | | | | | [removed: 247] [added: 318] | | |

| Short-term debt | | | [removed: 600] [added: 1,953] | | | | | | [removed: 699] [added: 600] | | |

| Total current liabilities | | | [removed: 13,394] [added: 15,331] | | | | | | [removed: 10,929] [added: 13,394] | | |

| Long-term debt | | | [removed: 6,060] [added: 10,541] | | | | | | [removed: 4,967] [added: 6,060] | | |

| Other long-term liabilities | | | [removed: 1,787] [added: 2,383] | | | | | | [removed: 1,141] [added: 1,787] | | |

| Total liabilities | | | [removed: 21,241] [added: 28,255] | | | | | | [removed: 17,037] [added: 21,241] | | |

| Common stock, $0.16 2/3 par; 300,000,000 shares authorized; 198,648,742 shares issued at December 31, [removed: 2020] [added: 2021] and [removed: 198,629,992 shares issued at] December 31, [removed: 2019] [added: 2020] | | | 33 | | | | | | 33 | | |

| Capital in excess of par value | | | [removed: 2,705] [added: 3,082] | | | | | | [removed: 2,820] [added: 2,705] | | |

| Retained earnings | | | [removed: 20,517] [added: 23,086] | | | | | | [removed: 17,483] [added: 20,517] | | |

| Accumulated other comprehensive income [removed: (loss)] | | | [removed: 391] [added: 42] | | | | | | [removed: 156] [added: 391] | | |

| Treasury stock, at cost, [removed: 69,787,614] [added: 69,846,758] shares at December 31, [removed: 2020] [added: 2021] and [removed: 66,524,771] [added: 69,787,914] shares at December 31, [removed: 2019] [added: 2020] | | | [removed: (9,918)] [added: (10,163)] | | | | | | [removed: (8,455)] [added: (9,918)] | | |

| Total stockholders’ equity | | | [removed: 13,728] [added: 16,103] | | | | | | [removed: 12,037] [added: 13,728] | | |

| Total liabilities and stockholders’ equity | | | $ | [removed: 34,969] [added: 44,358] | | | | | $ | [removed: 29,074] [added: 34,969] | |

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Premiums | | | $ | [removed: 74,186] [added: 79,822] | | | | | $ | [removed: 62,948] [added: 74,186] | | | | | $ | [removed: 54,941] [added: 62,948] | |

| Services | | | [removed: 1,815] [added: 3,055] | | | | | | [removed: 1,439] [added: 1,815] | | | | | | [removed: 1,457] [added: 1,439] | | |

| Investment income | | | [removed: 1,154] [added: 187] | | | | | | [removed: 501] [added: 1,154] | | | | | | [removed: 514] [added: 501] | | |

| Total revenues | | | [removed: 77,155] [added: 83,064] | | | | | | [removed: 64,888] [added: 77,155] | | | | | | [removed: 56,912] [added: 64,888] | | |

| Benefits | | | [removed: 61,628] [added: 69,199] | | | | | | [removed: 53,857] [added: 61,628] | | | | | | [removed: 45,882] [added: 53,857] | | |

| Operating costs | | | [removed: 10,052] [added: 10,121] | | | | | | [removed: 7,381] [added: 10,052] | | | | | | [removed: 7,525] [added: 7,381] | | |

| Depreciation and amortization | | | [removed: 489] [added: 596] | | | | | | [removed: 458] [added: 489] | | | | | | [removed: 405] [added: 458] | | |

| Total operating expenses | | | [removed: 72,169] [added: 79,916] | | | | | | [removed: 61,696] [added: 72,169] | | | | | | [removed: 53,812] [added: 61,696] | | |

| Income from operations | | | [removed: 4,986] [added: 3,148] | | | | | | [removed: 3,192] [added: 4,986] | | | | | | [removed: 3,100] [added: 3,192] | | |

| Interest expense | | | [removed: 283] [added: 326] | | | | | | [removed: 242] [added: 283] | | | | | | [removed: 218] [added: 242] | | |

| Other [removed: expense (income),] [added: (income) expense,] net | | | [removed: 103] [added: (532)] | | | | | | [removed: (506)] [added: 103] | | | | | | [removed: 33] [added: (506)] | | |

| Noncontrolling interests | | | 23 | | | | | | — | | |

| Less: Net income attributable to noncontrolling interests | | | (1) | | | | | | — | | | | | | — | | |

| Net income attributable to Humana | | | $ | 2,933 | | | | | $ | 3,367 | | | | | $ | 2,707 | |

| Net income attributable to Humana | | | $ | 2,933 | | | | | $ | 3,367 | | | | | $ | 2,707 | |

| Net income | | | | | | | | | | | | | | | | | | | | | 2,933 | | | | | | | | | | | | | | | | | | 1 | | | | | | 2,934 | | |

| Acquisition | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 22 | | | | | | 22 | | |

| Balances, December 31, 2021 | | | 198,649 | | | | | | $ | 33 | | | | | $ | 3,082 | | | | | $ | 23,086 | | | | | $ | 42 | | | | | $ | (10,163) | | | | | $ | 23 | | | | | $ | 16,103 | |

| Debt issue costs | | | (31) | | | | | | — | | | | | | — | | |

| Less: Noncontrolling interests acquired | | | (22) | | | | | | — | | | | | | — | | |

| Less: Remeasured existing Kindred at Home equity method investment | | | (2,360) | | | | | | — | | | | | | — | | |

During periods of increased incidences of COVID-19, non-essential care from a reduction in non-COVID-19 hospital admissions and lower overall healthcare system consumption decreased utilization.

At the same time, COVID-19 treatment and testing costs increased utilization.

The significant disruption in utilization during 2020 also impacted our ability to implement clinical initiatives to manage health care costs and chronic conditions of our members, and appropriately document their risk profiles, and, as such, significantly affected our 2021 revenue under the risk adjustment payment model for Medicare Advantage plans.

Finally, changes in utilization patterns and actions taken in 2020 and 2021 as a result of the COVID-19 pandemic, including the suspension of certain financial recovery programs for a period of time and shifting the timing of claim payments and provider capitation surplus payments, impacted our claim reserve development and operating cash flows for 2020 and 2021.

For debt securities whose fair value is less than their amortized cost which we do

| Part D subsidy/discount payments | | | $ | (14,889) | | | | | $ | (13,348) | | | | | $ | (11,762) | | | | |

| Part D subsidy/discount reimbursements | | | 14,628 | | | | | | 12,410 | | | | | | 11,202 | | | | | |

| Net payments | | | $ | (261) | | | | | $ | (938) | | | | | $ | (560) | | | | |

Patient services include services related to pharmacy solutions, provider services, and home solutions services, such as home health and other services and capabilities to promote wellness and advance population health.

Patient services revenues are reported in the amount reflecting the ultimate consideration we expect to receive, primarily from government programs (Medicare and Medicaid), net of contractual allowances, discounts, or other implicit price concessions.

We estimate the transaction price utilizing contractual rates, historical experience and current conditions.

Patient services revenues are recognized as performance obligations are satisfied, which is in the period services are rendered.

| Health care cost payments | | | $ | (6,943) | | | | | $ | (6,253) | | | | | $ | (6,475) | |

| Health care cost reimbursements | | | 6,898 | | | | | | 6,252 | | | | | | 6,412 | | |

| Net payments | | | $ | (45) | | | | | $ | (1) | | | | | $ | (63) | |

in consolidated net income.

Additional detail regarding our equity method investments is included in Note 4.

Indefinite-lived intangible assets relate to Certificate of Needs (CON) and Medicare licenses acquired as part of our acquisition of Kindred at Home, or KAH, and are included within other long-term assets in the consolidated balance sheet at December 31, 2021.

We are required to annually compare the fair values of other indefinite-lived intangible assets to their carrying amounts.

If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized.

Fair values of indefinite-lived intangible assets are determined based on the income approach.

Impairment tests completed for 2021 did not result in an impairment loss.

If claims are submitted or processed on a faster (slower) pace than prior periods, the actual claim may be

A valuation allowance is provided against these deferred tax assets if it is more

Noncontrolling Interests

The consolidated financial statements include all assets, liabilities, revenues and expenses of less than 100% owned affiliates that we control.

Accordingly, we record noncontrolling interests in the earnings and equity of such entities.

We record adjustments to noncontrolling interests for the allocable portion of income or loss to which the noncontrolling interest holders are entitled based upon their portion of the subsidiaries they own.

Distributions to holders of noncontrolling interests are adjusted to the respective noncontrolling interest holders’ balances.

Noncontrolling interests, which relate to the minority ownership held by third party investors in certain of our Home Solutions business, are reported below net income under the heading “Net income attributable to noncontrolling interests” in the consolidated statements of income and presented as a component of equity in the consolidated balance sheets.

| Loss on sale of business | | | — | | | | | | — | | | | | | 786 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balances, January 1, 2018 | | | 198,572 | | | | | | $ | 33 | | | | | $ | 2,445 | | | | | $ | 13,670 | | | | | $ | 19 | | | | | $ | (6,325) | | | | | $ | 9,842 | |

| Cash transferred in sale of business | | | — | | | | | | — | | | | | | (805) | | |

Beginning in the second half of March 2020, the implementation of stay-at-home and physical distancing orders and other restrictions on movement and economic activity resulted in the temporary deferral of non-essential care and significant reduction in hospital admissions and overall healthcare system utilization during April 2020.

Non-COVID utilization then began to increase during May and June 2020, and continued to rebound throughout the third quarter and early in the fourth quarter of 2020, reaching approximately 95% of historic baseline levels as of the end of October 2020.

Then, in the latter half of November and accelerating throughout the month of December, we experienced a significant increase in COVID-19 admissions in nearly all of the markets in which we operate across our Medicare Advantage, Medicaid, and group commercial insurance business lines, resulting in higher COVID-19 treatment and testing costs.

During this period, we also experienced a corresponding decline in non-COVID utilization in all service categories to well below the near baseline levels of non-COVID utilization witnessed as late as the end of October 2020 (with non-COVID utilization in our Medicare Advantage business running approximately 15%

below normal levels at the close of the fourth quarter of 2020).

The impact of this decline in non-COVID utilization more than offset the higher COVID-19 treatment and testing costs during this period.

Our 2020 results were also impacted by our ongoing pandemic relief efforts and strategic investments in our integrated care delivery model.

Workforce Optimization

We initiated an involuntary workforce reduction program during 2019.

This program impacted approximately 1,000 associates.

As a result, we recorded charges of $47 million in 2019.

Payments under this program were made upon termination during the severance pay period.

The remaining 2019 workforce optimization obligation was $45 million as of December 31, 2019 and was fully settled as of December 31, 2020.

the consolidated statements of income, the cost of investment securities sold is based upon specific identification.

We estimate policyholder

For 2020, subsidy and discount payments of $13.3 billion exceeded reimbursements of $12.4 billion by $0.9 billion.

For 2019, subsidy and discount payments of $11.8 billion exceeded reimbursements of $11.2 billion by $0.6 billion.

For 2018, subsidy and discount payments of $10.3 billion exceeded reimbursements of $9.6 billion by $0.7 billion.

Patient services include injury and illness care and related services as well as other healthcare services related to customer needs or as required by law.

Patient services revenues are recognized in the period services are provided to the customer and are net of contractual allowances.

For 2020, health care cost reimbursements and payments were each approximately $6.3 billion with payments exceeding reimbursements by $1 million.

For 2019, health care cost payments of approximately $6.5 billion exceeded reimbursements of approximately $6.4 billion by $63 million.

For 2018, health care cost reimbursements and payments were each approximately $5.6 billion with reimbursements exceeding payments by $38 million for the year.

Prior period future policy benefits payable previously included as a separate line item has been reclassified to conform to the 2020 presentation.

for those awards which are expected to vest.

*Recently Adopted Accounting Pronouncements*

In June 2016, the FASB issued guidance introducing a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses.

The guidance was effective for us beginning January 1, 2020.

The new current expected credit losses (CECL) model generally calls for the immediate recognition of all expected credit losses and applies to loans, accounts and trade receivables as well as other financial assets measured at amortized cost, loan commitments and off-balance sheet credit exposures, debt securities and other financial assets measured at fair value through other comprehensive income, and beneficial interests in securitized financial assets.

The new guidance replaces the current incurred loss model for measuring expected credit losses, requires expected losses on available for sale debt securities to be recognized through an allowance for credit losses rather than as reductions in the amortized cost of the securities, and provides for additional disclosure requirements.

Our investment portfolio consists primarily of available for sale debt securities.

We adopted the new standard effective January 1, 2020.

Due to the high concentration of our financial assets measured at amortized cost being with the federal government resulting in zero nonpayment risk as well as our available for sale debt securities primarily being in an unrealized gain position, the adoption of the new standard did not have a material impact on our results of operations, financial condition, or cash flows.

The new guidance is effective for us beginning with annual and interim periods in 2023, with earlier adoption permitted, and requires retrospective application to previously issued annual and interim financial statements.

ACQUISITIONS AND DIVESTITURES

Based on our evaluation as of December 31, [removed: 2020,] [added: 2021, which excluded the impact of the acquisition of Kindred at Home, or KAH, discussed below,] we as the principal executive officer, the principal financial officer and the principal accounting officer of the Company have concluded that the Company’s disclosure controls and procedures (as defined in the Securities Exchange Act of 1934) are effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported as specified in Securities and Exchange Commission rules and forms.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of [removed: management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

We assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020.][added: 2021, which excluded the impact of the acquisition of KAH mentioned above.]

Based on our assessment, we determined that, as of December 31, [removed: 2020,] [added: 2021,] the Company’s internal control over financial reporting was effective based on those criteria.

The effectiveness of our internal control over financial [removed: reporting] [added: reporting, which excluded the impact of the acquisition of KAH mentioned above,] as of December 31, [removed: 2020] [added: 2021] has been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm, who also audited the Company’s consolidated financial statements included in our Annual Report on Form 10-K, as stated in their report which appears on pages [removed: 121-123.][added: 122-125.]

[removed: There] [added: Other than the KAH acquisition mentioned above, there] have been no changes in the Company’s internal control over financial reporting during the quarter ended December 31, [removed: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

On August 17, 2021, we acquired the remaining 60% interest in KAH.

We excluded KAH in our evaluation of internal controls over financial reporting and related disclosure controls and procedures.

Total KAH assets and revenues excluded from our evaluation represent 2% and 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.

management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

PART III

Not applicable.

PART III

The information required by this Item is herein incorporated by reference from our Definitive Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April [removed: 22, 2021] [added: 21, 2022] appearing under the caption “Proposal One: Election of Directors” in such Definitive Proxy Statement.

Additional information about these items can be found in, and is incorporated by reference to, our Definitive Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April [removed: 22, 2021.][added: 21, 2022.]

The information required by this Item is herein incorporated by reference from our Definitive Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April [removed: 22, 2021] [added: 21, 2022] appearing under the caption “Corporate Governance – Audit Committee” of such Definitive Proxy Statement.

The information required by this Item is herein incorporated by reference from our Definitive Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April [removed: 22, 2021] [added: 21, 2022] appearing under the caption “Corporate Governance – Committee Membership and Attendance” of such Definitive Proxy Statement.

Additional information required by this Item is incorporated herein by reference from our Definitive Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April [removed: 22, 2021.][added: 21, 2022.]

Information concerning stock option awards and the number of securities remaining available for future issuance under our equity compensation plans in effect as of December 31, [removed: 2020] [added: 2021] follows:

(4)Of the number listed above, [removed: 5,996,605 (1,704,458] [added: 5,263,632 (1,503,912] from the 2011 Plan and [removed: 4,292,148] [added: 3,759,720] from the Amended and Restated Plan) can be issued as restricted stock at December 31, [removed: 2020] [added: 2021] (giving effect to the provision that one restricted share is equivalent to 2.29 stock options in the 2011 Plan and 3.35 stock options in the Amended and Restated Plan).

The information under the captions “Stock Ownership Information - Security Ownership of Certain Beneficial Owners of Company Common Stock” and “Stock Ownership Information - Security Ownership of Directors and Executive Officers” in our Definitive Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April [removed: 22, 2021,] [added: 21, 2022,] is herein incorporated by reference.

| Equity compensation plans approved by security holders (1) | | | 309,603 | | | | | | $ | 339.080 | | | | | $ | 16,039,025 | | | | | (2)(3)(4) | | |

| Total | | | 309,603 | | | | | | $ | 339.080 | | | | | $ | 16,039,025 | | | | | | | |

| Equity compensation plans approved by security holders (1) | | | 323,009 | | | | | | $ | 309.044 | | | | | $ | 18,281,908 | | | | | (2)(3)(4) | | |

| Total | | | 323,009 | | | | | | $ | 309.044 | | | | | $ | 18,281,908 | | | | | | | |

The information required by this Item is herein incorporated by reference from our Definitive Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April [removed: 22, 2021] [added: 21, 2022] appearing under the captions “Certain Transactions with Management and Others” and “Corporate Governance – Director Independence” of such Definitive Proxy Statement.

The information required by this Item is herein incorporated by reference from our Definitive Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April [removed: 22, 2021] [added: 21, 2022] appearing under the caption “Audit Committee Report” of such Definitive Proxy Statement.

| (a) | | | | | | The financial statements, [added: Report of Independent Registered Public Accounting Firm (PCAOB ID 238),] financial statement schedules and exhibits set forth below are filed as part of this report. | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Schedule I | | | | | | Parent Company Condensed Financial Information at December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] and for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | | | | | | | | | | | | |

| | | | | | | Schedule II | | | | | | Valuation and Qualifying Accounts for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | | | | | | | | | | | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312517376596/d473588dex44.htm)[k](http://www.sec.gov/Archives/edgar/data/49071/000119312517376596/d473588dex44.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000119312517376596/d473588dex44.htm)] [added: [(k)](http://www.sec.gov/Archives/edgar/data/49071/000119312517376596/d473588dex44.htm)] | | | Thirteenth Supplemental Indenture, dated December 21, 2017, between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to Humana Inc.’s Current Report on Form 8-K filed on December 21, 2017). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex42.htm)[l](http://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex42.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex42.htm)] [added: [(l)](http://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex42.htm)] | | | Fourteenth Supplemental Indenture, dated August 15, 2019, between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Humana Inc.’s Current Report on Form 8-K filed on August 15, 2019). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex44.htm)[m](http://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex44.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex44.htm)] [added: [(m)](http://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex44.htm)] | | | Fifteenth Supplemental Indenture, dated August 15, 2019, between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to Humana Inc.’s Current Report on Form 8-K filed on August 15, 2019). | | |

| [removed: [(p)](http://www.sec.gov/Archives/edgar/data/49071/000004907120000032/hum-20191231x10kxex4o.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907120000032/hum-20191231x10kxex4o.htm)[s](http://www.sec.gov/Archives/edgar/data/49071/000004907120000032/hum-20191231x10kxex4o.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000004907120000032/hum-20191231x10kxex4o.htm)] | | | Description of Securities (incorporated herein by reference to Exhibit 4(o) to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019). | | |

| [removed: 10[(](http://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10b.htm)[a](http://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10b.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10b.htm)] [added: 10[(a)*](http://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10b.htm)] | | | Form of Company’s Restricted Stock Unit Agreement and Agreement not to Compete or Solicit under the 2011 Stock Incentive Plan (without retirement provisions) (incorporated herein by reference to Exhibit 10(b) to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015). | | |

| [removed: [(b)*†](https://www.sec.gov/Archives/edgar/data/49071/000004907121000039/ex10bexecutiveaip.htm)] [added: [(b)*](https://www.sec.gov/Archives/edgar/data/0000049071/000004907121000039/ex10bexecutiveaip.htm)] | | | Humana Inc. Executive Incentive Compensation Plan, as amended and restated January 1, [removed: 2020.] [added: 2020 (incorporated herein by reference to Exhibit 10(b) to Humana Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2020).] | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312513069911/d446200dex10m.htm)[d](http://www.sec.gov/Archives/edgar/data/49071/000119312513069911/d446200dex10m.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000119312513069911/d446200dex10m.htm)] [added: [(d)*](http://www.sec.gov/Archives/edgar/data/49071/000119312513069911/d446200dex10m.htm)] | | | The Humana Inc. Deferred Compensation Plan for Non-Employee Directors (as amended on October 18, 2012) (incorporated herein by reference to Exhibit 10(m) to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum2018123110kex10f.htm)[e](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum2018123110kex10f.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum2018123110kex10f.htm)] [added: [(e)*](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum2018123110kex10f.htm)] | | | Humana Inc. Executive Severance Policy, effective as of March 1, 2019 (incorporated herein by reference to Exhibit 10(f) to Humana Inc.’s Annual Report on Form 10-K filed on February 21, 2019). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907111000014/exhibit4-1.htm)[f](http://www.sec.gov/Archives/edgar/data/49071/000004907111000014/exhibit4-1.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000004907111000014/exhibit4-1.htm)] [added: [(f)*](http://www.sec.gov/Archives/edgar/data/49071/000004907111000014/exhibit4-1.htm)] | | | Humana Inc. Deferred Compensation Plan (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (Reg. No. 333-171616), filed on January 7, 2011). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312511039288/dex10p.htm)[g](http://www.sec.gov/Archives/edgar/data/49071/000119312511039288/dex10p.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000119312511039288/dex10p.htm)] [added: [(g)*](http://www.sec.gov/Archives/edgar/data/49071/000119312511039288/dex10p.htm)] | | | Humana Retirement Equalization Plan, as amended and restated as of January 1, 2011 (incorporated herein by reference to Exhibit 10(p) to Humana Inc.’s Annual Report on Form 10-K filed on February 18, 2011). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312504188013/dex10a.htm)[i](http://www.sec.gov/Archives/edgar/data/49071/000119312504188013/dex10a.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000119312504188013/dex10a.htm)] [added: [(i)*](http://www.sec.gov/Archives/edgar/data/49071/000119312504188013/dex10a.htm)] | | | Executive Long-Term Disability Program (incorporated herein by reference to Exhibit 10(a) to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312513069911/d446200dex10v.htm)[k](http://www.sec.gov/Archives/edgar/data/49071/000119312513069911/d446200dex10v.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000119312513069911/d446200dex10v.htm)] [added: [(k)*](http://www.sec.gov/Archives/edgar/data/49071/000119312513069911/d446200dex10v.htm)] | | | Summary of the Company’s Financial Planning Program for our executive officers (incorporated herein by reference to Exhibit 10(v) to Humana’s Inc.’s Annual Report on Form 10-K filed on February 22, [removed: 2013.] [added: 2013).] | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907117000119/humfor8-k05222017ex10.htm)[l](http://www.sec.gov/Archives/edgar/data/49071/000004907117000119/humfor8-k05222017ex10.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000004907117000119/humfor8-k05222017ex10.htm)] [added: [(l)](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521182941/d211636dex101.htm)] | | | Five-Year [removed: $2] [added: $2.5] Billion Amended and Restated Credit Agreement, dated as of [removed: May 22, 2017,] [added: June 4, 2021,] among Humana Inc., and JPMorgan Chase Bank, N.A. as Agent and as CAF Loan Agent, Bank of America, N.A. [added: and Goldman Sachs Bank USA] as Syndication [removed: Agent,] [added: Agents,] Citibank, N.A., PNC [removed: Bank,] [added: Capital Markets LLC,] National Association, U.S. [removed: Bank] [added: Bank,] National [removed: Association,] [added: Association] and Wells Fargo [removed: Bank, National Association,] [added: Securities, LLC,] as Documentation Agents, and [removed: J.P. Morgan] [added: JPMorgan] Chase Bank, N.A., [removed: Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets,] [added: BofA Securities,] Inc., [added: Goldman Sachs Bank USA, Citibank, N.A.,] PNC Capital Markets LLC, U.S. [removed: Bank] [added: Bank,] National [removed: Association,] [added: Association] and Wells Fargo Securities, LLC, as Joint-Lead Arrangers and Joint Bookrunners (incorporated herein by reference to Exhibit 10 to Humana Inc.’s Current Report on Form 8-K filed on [removed: May 22, 2017).] [added: June 4, 2021).] | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex101.htm)[m](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex101.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex101.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex101.htm)[p](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex101.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex101.htm)] | | | Form of CMS Coordinated Care Plan Agreement (incorporated herein by reference to Exhibit 10.1 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, File No. 001-05975). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex102.htm)[n](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex102.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex102.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex102.htm)[q](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex102.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex102.htm)] | | | Form of CMS Private Fee for Service Agreement (incorporated herein by reference to Exhibit 10.2 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, File No. 001-05975). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex103.htm)[o](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex103.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex103.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex103.htm)[r](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex103.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex103.htm)] | | | Addendum to Agreement Providing for the Operation of a Medicare Voluntary Prescription Drug Plan (incorporated herein by reference to Exhibit 10.3 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, File No. 001-05975). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex104.htm)[p](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex104.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex104.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex104.htm)[s](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex104.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex104.htm)] | | | Addendum to Agreement Providing for the Operation of an Employer/Union-only Group Medicare Advantage Prescription Drug Plan (incorporated herein by reference to Exhibit 10.4 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, File No. 001-05975). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex105.htm)[q](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex105.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex105.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex105.htm)[t](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex105.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex105.htm)] | | | Addendum to Agreement Providing for the Operation of an Employer/Union-only Group Medicare Advantage-Only Plan (incorporated herein by reference to Exhibit 10.5 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, File No. 001-05975). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex106.htm)[r](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex106.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex106.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex106.htm)[u](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex106.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex106.htm)] | | | Addendum to Agreement Providing for the Operation of a Medicare Advantage Regional Coordinated Care Plan (incorporated herein by reference to Exhibit 10.6 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, File No. 001-05975). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312506045135/dex10nn.htm)[s](http://www.sec.gov/Archives/edgar/data/49071/000119312506045135/dex10nn.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000119312506045135/dex10nn.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312506045135/dex10nn.htm)[v](http://www.sec.gov/Archives/edgar/data/49071/000119312506045135/dex10nn.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000119312506045135/dex10nn.htm)] | | | Explanatory Note regarding Medicare Prescription Drug Plan Contracts between Humana and CMS (incorporated herein by reference to Exhibit 10(nn) to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, File No. 001-05975). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312511057037/ddef14a.htm)[t](http://www.sec.gov/Archives/edgar/data/49071/000119312511057037/ddef14a.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000119312511057037/ddef14a.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312511057037/ddef14a.htm)[w](http://www.sec.gov/Archives/edgar/data/49071/000119312511057037/ddef14a.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000119312511057037/ddef14a.htm)] | | | Humana Inc. 2011 Stock Incentive Plan (incorporated herein by reference to Appendix A to Humana Inc.’s Proxy Statement with respect to the Annual Meeting of Stockholders held on April 21, 2011). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907114000053/humana8-k02282014ex10.htm)[u](http://www.sec.gov/Archives/edgar/data/49071/000004907114000053/humana8-k02282014ex10.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000004907114000053/humana8-k02282014ex10.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907114000053/humana8-k02282014ex10.htm)[x](http://www.sec.gov/Archives/edgar/data/49071/000004907114000053/humana8-k02282014ex10.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000004907114000053/humana8-k02282014ex10.htm)] | | | Amended and Restated Employment Agreement, dated as of February 27, 2014, by and between Humana Inc. and Bruce D. Broussard (incorporated herein by reference to Exhibit 10.1 to Humana Inc.’s current report on Form 8-K filed on February 28, 2014). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312515249229/d41670dex101.htm)[v](http://www.sec.gov/Archives/edgar/data/49071/000119312515249229/d41670dex101.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000119312515249229/d41670dex101.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312515249229/d41670dex101.htm)[y](http://www.sec.gov/Archives/edgar/data/49071/000119312515249229/d41670dex101.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000119312515249229/d41670dex101.htm)] | | | Amendment to the Amended and Restated Employment Agreement between Humana Inc. and Bruce D. Broussard, dated July 2, 2015 (incorporated herein by reference to Exhibit 10.1 to Humana Inc.’s current report on Form 8-K filed on July 9, 2015). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312518253067/d603469dex101.htm)[w](http://www.sec.gov/Archives/edgar/data/49071/000119312518253067/d603469dex101.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000119312518253067/d603469dex101.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312518253067/d603469dex101.htm)[z](http://www.sec.gov/Archives/edgar/data/49071/000119312518253067/d603469dex101.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000119312518253067/d603469dex101.htm)] | | | Amendment No. 2, dated as of August 16, 2018, to the Amended and Restated Employment Agreement between Humana Inc. and Bruce D. Broussard, dated as of February 27, 2014 (incorporated herein by reference to Exhibit 10.1 to Humana Inc.s Current Report on Form 8-K, filed on August 20, 2018). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10aa.htm)[x](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10aa.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10aa.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10aa.htm)[aa](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10aa.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10aa.htm)] | | | Humana Inc. Change in Control Policy, effective March 1, 2019 (incorporated herein by reference to Exhibit 10(aa) to Humana Inc.’s Annual Report on Form 10-K filed on February 21, 2019). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907114000121/humana8-k10062014ex10.htm)[y](http://www.sec.gov/Archives/edgar/data/49071/000004907114000121/humana8-k10062014ex10.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000004907114000121/humana8-k10062014ex10.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907114000121/humana8-k10062014ex10.htm)[bb](http://www.sec.gov/Archives/edgar/data/49071/000004907114000121/humana8-k10062014ex10.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000004907114000121/humana8-k10062014ex10.htm)] | | | Form of Commercial Paper Dealer Agreement between Humana Inc., as Issuer, and the Dealer party thereto (incorporated herein by reference to Exhibit 10.1 to Humana Inc.’s current report on Form 8-K filed on October 7, 2014). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10jj.htm)[z](http://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10jj.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10jj.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10jj.htm)[cc](http://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10jj.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10jj.htm)] | | | Form of Company's Stock Option Agreement under the 2011 Stock Incentive Plan (Incentive Stock Options) (incorporated herein by reference to Exhibit 10(jj) to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10kk.htm)[aa](http://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10kk.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10kk.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10kk.htm)[dd](http://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10kk.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10kk.htm)] | | | Form of Company's Stock Option Agreement under the 2011 Stock Incentive Plan (Non-Qualified Stock Options with Non-Compete/Non-Solicit) (incorporated herein by reference to Exhibit 10(kk) to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907118000014/hum-20171231x10kxex10nn.htm)[bb](http://www.sec.gov/Archives/edgar/data/49071/000004907118000014/hum-20171231x10kxex10nn.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000004907118000014/hum-20171231x10kxex10nn.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10gg.htm)[ee](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10gg.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10gg.htm)] | | | Form of Company's Restricted Stock Unit Agreement with Performance Vesting and Agreement not to Compete or Solicit under the 2011 Stock Incentive Plan (incorporated herein by reference to Exhibit [removed: 10(nn)] [added: 10(gg)] to Humana Inc.’s Annual Report on Form 10-K filed on February [removed: 16, 2018).] [added: 21, 2019).] | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10ff.htm)[cc](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10ff.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10ff.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10hh.htm)[ff](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10hh.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10hh.htm)] | | | Form of Company’s [removed: Restricted] [added: Incentive] Stock [removed: Unit] [added: Option] Agreement and Agreement not to Compete or Solicit under the 2011 Stock Incentive Plan [removed: (with retirement provisions)] (incorporated herein by reference to Exhibit [removed: 10(ff)] [added: 10(hh)] to Humana Inc.’s Annual Report on Form 10-K filed on February 21, 2019). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10gg.htm)[dd](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10gg.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10gg.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10ii.htm)[gg](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10ii.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10ii.htm)] | | | Form of [removed: Company's Restricted] [added: Company’s] Stock [removed: Unit] [added: Option] Agreement [removed: with Performance Vesting] and Agreement not to Compete or Solicit under the 2011 Stock Incentive Plan [added: (Non-Qualified Stock Options)] (incorporated herein by reference to Exhibit [removed: 10(gg)] [added: 10(ii)] to Humana Inc.’s Annual Report on Form 10-K filed on February 21, 2019). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10hh.htm)[ee](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10hh.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10hh.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907119000061/hum20190331ex105.htm)[mm](http://www.sec.gov/Archives/edgar/data/49071/000004907119000061/hum20190331ex105.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000004907119000061/hum20190331ex105.htm)] | | | Form of Company’s Incentive Stock Option Agreement and Agreement not to Compete or Solicit under the [removed: 2011] [added: Amended and Restated Humana Inc.] Stock Incentive Plan (incorporated herein by reference to Exhibit [removed: 10(hh)] [added: 10.5] to Humana Inc.’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K filed on February 21,] [added: 10-Q for the quarter ended March 31,] 2019). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10ii.htm)[ff](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10ii.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10ii.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907119000061/hum20190331ex106.htm)[nn](http://www.sec.gov/Archives/edgar/data/49071/000004907119000061/hum20190331ex106.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000004907119000061/hum20190331ex106.htm)] | | | Form of Company’s Stock Option Agreement and Agreement not to Compete or Solicit under the [removed: 2011] [added: Amended and Restated Humana Inc.] Stock Incentive Plan (Non-Qualified Stock Options) (incorporated herein by reference to Exhibit [removed: 10(ii)] [added: 10.6] to Humana Inc.’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K filed on February 21,] [added: 10-Q for the quarter ended March 31,] 2019). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10jj.htm)[gg](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10jj.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10jj.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10jj.htm)[hh](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10jj.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10jj.htm)] | | | Humana Inc. Compensation Recoupment Policy, effective February 21, 2019 (incorporated herein by reference to Exhibit 10(jj) to Humana Inc.’s Annual Report on Form 10-K filed on February 21, 2019). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312519064676/d662496ddef14a.htm)[hh](http://www.sec.gov/Archives/edgar/data/49071/000119312519064676/d662496ddef14a.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000119312519064676/d662496ddef14a.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312519064676/d662496ddef14a.htm)[ii](http://www.sec.gov/Archives/edgar/data/49071/000119312519064676/d662496ddef14a.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000119312519064676/d662496ddef14a.htm)] | | | Amended and Restated Humana Inc. Stock Incentive Plan (incorporated herein by reference to Appendix A to Humana Inc.’s Proxy Statement with respect to the Annual Meeting of Stockholders held on April 18, 2019). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907119000061/hum20190331ex102.htm)[ii](http://www.sec.gov/Archives/edgar/data/49071/000004907119000061/hum20190331ex102.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000004907119000061/hum20190331ex102.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907119000061/hum20190331ex102.htm)[jj](http://www.sec.gov/Archives/edgar/data/49071/000004907119000061/hum20190331ex102.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000004907119000061/hum20190331ex102.htm)] | | | Form of Company’s Restricted Stock Unit Agreement and Agreement not to Compete or Solicit under the Amended and Restated Humana Inc. Stock Incentive Plan (with retirement provisions) (incorporated herein by reference to Exhibit 10.2 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019). | | |

| [removed: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907119000061/hum20190331ex103.htm)[jj](http://www.sec.gov/Archives/edgar/data/49071/000004907119000061/hum20190331ex103.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000004907119000061/hum20190331ex103.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907119000061/hum20190331ex103.htm)[kk](http://www.sec.gov/Archives/edgar/data/49071/000004907119000061/hum20190331ex103.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000004907119000061/hum20190331ex103.htm)] | | | Form of Company’s Restricted Stock Unit Agreement and Agreement not to Compete or Solicit under the Amended and Restated Humana Inc. Stock Incentive Plan (without retirement provisions) (incorporated herein by reference to Exhibit 10.3 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019). | | |

| [(p)](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex42.htm) | | | Eighteenth Supplemental Indenture, dated August 3, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Humana Inc.’s Current Report on Form 8-K filed on August 3, 2021). | | |

| [(q)](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex44.htm) | | | Nineteenth Supplemental Indenture, dated August 3, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to Humana Inc.’s Current Report on Form 8-K filed on August 3, 2021). | | |

| [(r)](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex46.htm) | | | Twentieth Supplemental Indenture, dated August 3, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.6 to Humana Inc.’s Current Report on Form 8-K filed on August 3, 2021). | | |

| [(m)](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521182941/d211636dex102.htm) | | | 364-Day $1.5 Billion Revolving Credit Agreement, dated as of June 4, 2021, among Humana Inc., and JPMorgan Chase Bank, N.A. as Agent and as CAF Loan Agent, Bank of America, N.A. and Goldman Sachs Bank USA as Syndication Agents, Citibank, N.A., PNC Capital Markets LLC, National Association, U.S. Bank, National Association and Wells Fargo Securities, LLC, as Documentation Agents, and JPMorgan Chase Bank, N.A., BofA Securities, Inc., Goldman Sachs Bank USA, Citibank N.A., PNC Capital Markets LLC, U.S. Bank, National Association and Wells Fargo Securities, LLC, as Joint-Lead Arrangers and Joint Bookrunners (incorporated herein by reference to Exhibit 10 to Humana Inc.’s Current Report on Form 8-K filed on June 4, 2021). | | |

| [(n)](https://www.sec.gov/Archives/edgar/data/49071/000004907121000136/humana-q3202110xqexhibit104.htm) | | | $2.0 Billion Term Loan Credit Agreement, dated as of October 29, 2021, among Humana Inc., and JPMorgan Chase Bank, N.A. as Agent, Bank of America, N.A., as Syndication Agent, PNC Capital Markets LLC, U.S. Bank, National Association, Wells Fargo Securities, LLC, Citibank, N.A., and Truist Bank, as Documentation Agents, and JPMorgan Chase Bank, N.A., BofA Securities, Inc., PNC Capital Markets LLC, U.S. Bank, National Association, Wells Fargo Securities, LLC, Citibank, N.A., and Truist Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners (incorporated herein by reference to Exhibit 10.4 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021). | | |

| [(o)](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521182941/d211636dex103.htm) | | | $500 Million Delayed Draw Term Loan Credit Agreement, dated as of May 28, 2021, among Humana Inc., and JPMorgan Chase Bank, N.A. as Agent, Bank of America, N.A. and Goldman Sachs Bank USA as Syndication Agents, Citibank, N.A., PNC Capital Markets LLC, U.S. Bank, National Association and Wells Fargo Securities, LLC, as Documentation Agents, and Goldman Sachs Bank USA, BofA Securities, Inc., JPMorgan Chase Bank, N.A., Citibank, N.A., PNC Capital Markets LLC, U.S. Bank, National Association and Wells Fargo Securities, LLC, as Joint-Lead Arrangers and Joint Bookrunners (incorporated herein by reference to Exhibit 10 to Humana Inc.’s Current Report on Form 8-K filed on June 4, 2021). | | |

| --- | --- | --- | --- | --- | --- |

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| | | | | | |

| | | | | | |

| | | | | | |

| | | | 2021 | | | | | | 2020 | | |

| Net income attributable to Humana | | | $ | 2,933 | | | | | $ | 3,367 | | | | | $ | 2,707 | |

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

ACQUISITIONS

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2021 | | | | | | $ | 72 | | | | | $ | 21 | | | | | $ | (3) | | | | | $ | (7) | | | | | $ | 83 | |

| 2021 | | | | | | (37) | | | | | | (28) | | | | | | — | | | | | | — | | | | | | (65) | | |

| [(qq)*](https://www.sec.gov/Archives/edgar/data/49071/000004907121000039/ex10qq-newhirersu3yr33.htm)[†](https://www.sec.gov/Archives/edgar/data/49071/000004907121000039/ex10qq-newhirersu3yr33.htm) | | | Form of Company’s Restricted Stock Unit Agreement and Agreement not to Compete or Solicit under the Amended and Restated Humana Inc. Stock Incentive Plan (without retirement provisions). | | |

| [(rr)*](https://www.sec.gov/Archives/edgar/data/49071/000004907121000039/ex10rr-annualrsu3yr33.htm)[†](https://www.sec.gov/Archives/edgar/data/49071/000004907121000039/ex10rr-annualrsu3yr33.htm) | | | Form of Company’s Restricted Stock Unit Agreement and Agreement not to Compete or Solicit under the Amended and Restated Humana Inc. Stock Incentive Plan (with retirement provisions). | | |

| | | | | | | | | | | | | | | | | | |

| Loss on sale of business | | | — | | | | | | — | | | | | | 782 | | |

| Acquisitions, equity method investment in Kindred at Home | | | — | | | | | | — | | | | | | (1,095) | | |

ACQUISITIONS AND DIVESTITURES

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2018 | | | | | | 96 | | | | | | — | | | | | | 36 | | | | | | (29) | | | | | | (24) | | | | | | 79 | | |

| 2018 | | | | | | (49) | | | | | | — | | | | | | (5) | | | | | | — | | | | | | — | | | | | | (54) | | |

| | | | Date: | | | | | | February [removed: 18, 2021] [added: 17, 2022] | | |

| /s/ [removed: BRIAN A. KANE] [added: SUSAN M. DIAMOND] | | | | | | Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 18, 2021] [added: 17, 2022] | | |

| /s/ CYNTHIA H. ZIPPERLE | | | | | | Senior Vice [removed: President and] [added: President,] Chief Accounting Officer [added: and Controller] (Principal Accounting Officer) | | | | | | February [removed: 18, 2021] [added: 17, 2022] | | |

| /s/ BRUCE D. BROUSSARD | | | | | | President and Chief Executive Officer, Director (Principal Executive Officer) | | | | | | February [removed: 18, 2021] [added: 17, 2022] | | |

| /s/ KURT J. HILZINGER | | | | | | Chairman of the Board | | | | | | February [removed: 18, 2021] [added: 17, 2022] | | |

| /s/ FRANK [removed: BISIGNANO] [added: A. D’AMELIO] | | | | | | Director | | | | | | February [removed: 18, 2021] [added: 17, 2022] | | |

| /s/ RAQUEL C. BONO, M.D. | | | | | | Director | | | | | | February [removed: 18, 2021] [added: 17, 2022] | | |

| /s/ WAYNE A. I. FREDERICK, M.D. | | | | | | Director | | | | | | February [removed: 18, 2021] [added: 17, 2022] | | |

| /s/ JOHN W. GARRATT | | | | | | Director | | | | | | February [removed: 18, 2021] [added: 17, 2022] | | |

| /s/ DAVID A. JONES, JR. | | | | | | Director | | | | | | February [removed: 18, 2021] [added: 17, 2022] | | |

| /s/ KAREN W. KATZ | | | | | | Director | | | | | | February [removed: 18, 2021] [added: 17, 2022] | | |

| /s/ WILLIAM J. MCDONALD | | | | | | Director | | | | | | February [removed: 18, 2021] [added: 17, 2022] | | |

| /s/ JAMES J. O’BRIEN | | | | | | Director | | | | | | February [removed: 18, 2021] [added: 17, 2022] | | |

| /s/ MARISSA T. PETERSON | | | | | | Director | | | | | | February [removed: 18, 2021] [added: 17, 2022] | | |

| | | | By: | | | | | | /s/ SUSAN M. DIAMOND | | |

| | | | | | | | | | Susan M. Diamond | | |

| Susan M. Diamond | | | | | | | | | | | | | | |

| /s/ MARCY S. KLEVORN | | | | | | Director | | | | | | February 17, 2022 | | |

| Marcy S. Klevorn | | | | | | | | | | | | | | |

| /s/ JORGE S. MESQUITA | | | | | | Director | | | | | | February 17, 2022 | | |

| Jorge S. Mesquita | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | By: | | | | | | /s/ BRIAN A. KANE | | |

| | | | | | | | | | Brian A. Kane | | |

| Brian A. Kane | | | | | | | | | | | | | | |

| Frank Bisignano | | | | | | | | | | | | | | |

| /s/ FRANK A. D’AMELIO | | | | | | Director | | | | | | February 18, 2021 | | |