Humana (HUM) 10-K risk factor changes: FY2022 vs FY2021

While we proactively attempt to effectively manage our operating expenses, increases or decreases in staff-related expenses, any costs associated with exiting products, additional investment in new products (including our opportunities in the Medicare programs, state-based contracts, and expansion of clinical capabilities as part of our integrated care delivery model), investments in health and well-being product offerings, acquisitions, new taxes and assessments, [removed: and] [added: inflation,and] implementation of regulatory requirements may increase our operating expenses.

If we fail to effectively implement our operational and strategic initiatives, including our Medicare [removed: initiatives and our state-based contracts strategy, our business may be materially adversely affected,] [added: initiatives,] which [removed: is] [added: are] of particular importance given the concentration of our revenues in these [removed: products.][added: products, our state-based contracts strategy, the growth of our CenterWell businesses, and our integrated care delivery model, our business may be materially adversely affected.]

Our future performance depends in large part upon our ability to execute our strategy, including opportunities created by the expansion of our Medicare programs, [removed: the successful implementation of] our [removed: integrated care delivery][added: strategy with respect to state-based contracts, including]

The misappropriation of our proprietary information [removed: and/or third-party infringement claims against any software products we use] could hinder our ability to market and sell products and services and may result in a material adverse effect on our results of operations, financial position and cash flows.

If we, and the [removed: third party] [added: third-party] service providers on whom we 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 unintentional dissemination of sensitive personal information or proprietary or confidential information, we could be exposed to significant regulatory fines [removed: or][added: or penalties, liability or reputational damage, or experience a material adverse effect on our results of operations, financial position, and cash flows.]

[removed: penalties, liability or reputational damage,] [added: restructuring] or [removed: experience] [added: reorganization of our business, may result in] a material adverse effect on our results of operations, financial position, [removed: and] [added: or] cash [removed: flows.][added: flows.]

In the ordinary course of our business, we process, store and transmit large amounts of data, and rely on [removed: third party] [added: third-party] service providers to do the same, including sensitive personal information as well as proprietary or confidential information relating to our business or a third-party.

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: 2021,] [added: 2022,] 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.

A cybersecurity attack that bypasses our IT security systems, or the security of [removed: third party] [added: third-party] service providers, could materially affect us due to the theft, destruction, loss, misappropriation or release of confidential data or intellectual property, operational or business delays resulting from the disruption of our IT systems, or negative publicity resulting in reputation or brand damage with our members, customers, providers, and other stakeholders.

In addition, breaches of our security measures or the security measures of [removed: third party] [added: third-party] service providers, and the unauthorized dissemination of sensitive personal information or proprietary or confidential information about us or our members or other third-parties, could expose our associates' or members’ private information and result in the risk of financial or medical identity theft, or expose us or other third-parties to a risk of loss or misuse of this information, result in significant regulatory fines or penalties, litigation and potential liability for us, damage our brand and reputation, or otherwise harm our business.

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; false claims litigation, such as qui tam 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 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 [added: associated with our in-house dispensing pharmacies; and professional liability claims arising out of the delivery of healthcare and related services to the public.]

See "Legal Proceedings and Certain Regulatory Matters" in Note 17 to the [removed: consolidated financial statements] [added: audited Consolidated Financial Statements] included in Item 8.

These programs accounted for approximately [removed: 89%] [added: 88%] of our total premiums and services revenue for the year ended December 31, [removed: 2021.][added: 2022.]

- At December 31, [removed: 2021,] [added: 2022,] under our contracts with CMS we provided health insurance coverage to approximately [removed: 769,100] [added: 771,900] individual Medicare Advantage members in Florida.

These contracts accounted for approximately [removed: 15%] [added: 14%] of our total premiums and services revenue for the year ended December 31, [removed: 2021.][added: 2022.]

The loss of these and other CMS contracts (which are generally renewed annually) or significant changes in the Medicare Advantage and Prescription Drug Plan programs as a result of legislative or regulatory action, including [added: changes to the Part D prescription drug benefit design or] 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.

- [removed: At December 31, 2021, our] [added: Our] military services business, which accounted for approximately 1% of our total premiums and services revenue for the year ended December 31, [removed: 2021,] [added: 2022,] primarily consisted of the TRICARE T2017 East Region contract.

The loss of the [removed: TRICARE] [added: current] T2017 East Region contract [added: or an overturn of the award of the new East Region contract to us, should either occur,] may have a material adverse effect on our results of operations, financial position, and cash flows.

Under this model, rates paid to MA plans are based on actuarially determined bids, which include a process whereby our prospective payments are based on our estimated cost of providing standard Medicare-covered benefits to an enrollee with a "national average risk profile." That baseline payment amount is adjusted to [removed: reflect the] [added: account for certain demographic characteristics and] health status of our enrolled [removed: membership.][added: members.]

The CMS risk-adjustment model uses the diagnosis [removed: data] [added: data, collected from providers,] to calculate the [added: health status-related] risk-adjusted premium payment to MA plans, which CMS [added: further] adjusts for coding pattern differences between the health plans and the government fee-for-service [added: (FFS)] program.

We generally rely on providers, including certain providers in our network who are our employees, to code their claim submissions with appropriate diagnoses, which we send to CMS as the basis for our [added: health status-adjusted] payment received from CMS under the actuarial risk-adjustment model.

CMS and the Office of the Inspector General of Health and Human Services, or HHS-OIG, [removed: are continuing to] perform audits of various companies’ [removed: selected MA contracts related to this] risk adjustment diagnosis [removed: data.][added: data submissions.]

RADV audits review medical records in an attempt to validate provider medical record documentation and coding practices [removed: which] [added: that] influence the calculation of [added: health status-related] premium payments to MA plans.

[removed: The final] [added: We expect CMS to apply the Final] RADV [removed: extrapolation methodology,] [added: Rule,] including the first application of extrapolated audit results to determine audit [removed: settlements, is expected to be applied] [added: settlements without a FFS Adjuster,] to CMS [added: and HHS-OIG] RADV [removed: contract level] audits conducted for [removed: contract year 2011] [added: PY 2018] and subsequent years.

[removed: Whether, and to what extent, CMS finalizes the Proposed] [added: The Final RADV] Rule, [added: including the lack of a FFS Adjuster,] and any related regulatory, industry or company reactions, could have a material adverse effect on our results of operations, financial position, or cash flows.

These reviews may also result in the identification of errors and the submission of corrections to [removed: CMS,] [added: CMS] that may, either individually or in the aggregate, be material.

[removed: We will continue to work with CMS to ensure] [added: It is critical] that MA plans are paid accurately and that payment model [removed: principles] [added: principles, including the application of a FFS Adjuster,] are in accordance with the requirements of the Social Security Act, which, if not implemented correctly could have a material adverse effect on our results of operations, financial position, or cash flows.

[removed: Further, legislative] [added: reported] or [removed: regulatory] [added: calculated or other] changes to [removed: how actual] [added: the Part D] prescription drug [removed: costs are reported or calculated] [added: benefit design] 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.

- We are [removed: also] subject to various other governmental audits and investigations.

All of these activities could result in the loss of licensure or [removed: the right to participate] [added: temporary or permanent exclusion from participating] in various [removed: programs,] [added: government health care programs (such as Medicare and Medicaid),] including a limitation on our ability to market or sell products, the imposition of fines, penalties and other civil and criminal sanctions, or changes in our business practices.

[removed: Certain significant provisions] [added: The Patient Protection and Affordable Care Act and The Health Care and Education Reconciliation Act] of [added: 2010 (which we collectively refer to as] the Health Care Reform [removed: Law include,] [added: Law), the Families First Coronavirus Response Act (the “Families First Act”), the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), and the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”), and related regulations, are examples of laws which have enacted significant reforms to various aspects of the U.S. health insurance industry, including] among others, mandated coverage requirements, mandated benefits and guarantee issuance associated with commercial medical insurance, rebates to policyholders based on minimum benefit ratios, adjustments to Medicare Advantage premiums, the establishment of federally facilitated or state-based exchanges coupled with programs designed to spread risk among insurers, [removed: and] the introduction of plan designs based on set actuarial [removed: values.][added: values, and changes to the Part D prescription drug benefit design.]

It is reasonably possible that [removed: the Health Care Reform Law] [added: these laws] and [removed: related] regulations, as well as other current or future [removed: legislative] [added: legislative, judicial or regulatory changes] (including [removed: the Families First Coronavirus Response Act (the “Families First Act”), the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and other] [added: further] legislative or regulatory action taken in response to COVID-19), [removed: 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, 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 costs, further lowering our Medicare payment rates and increasing [removed: our expenses associated with assessments); our financial position (including our ability to maintain the value of our goodwill); and our cash flows.]

Additionally, potential legislative changes or judicial determinations, including activities to repeal or replace [added: these laws and regulations, including] the Health Care Reform Law or declare all or certain portions of [removed: the Health Care Reform Law unconstitutional,] [added: these laws and regulations unconstitutional or contrary to law,] create uncertainty for our business, and we cannot predict when, or in what form, such legislative changes or judicial determinations may occur.

However, any enforcement actions by governmental officials alleging non-compliance with these statutes, which could subject us to penalties or [removed: restructuring or reorganization of our business, may result in a material adverse effect on our results of operations, financial position, or cash flows.]

[removed: 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.

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

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

[added: 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.

We are also subject to risks inherent in the packaging and distribution of pharmaceuticals and other health care products, including 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 (including disruptions that occur as a result of catastrophes, including acts of [removed: terrorism, public health emergencies, epidemics or pandemics (such as the spread of COVID-19), or natural disasters (such as hurricanes and earthquakes) which could 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 products.]

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

those covering members dually eligible for the Medicare and Medicaid programs, the growth of our pharmacy, provider services, and home solutions businesses, and the successful implementation of our integrated care delivery model.

On December 23, 2022, the Department of Defense (“DoD”) exercised its option to extend the T2017 East Region contract, adding Option Periods 6 & 7, and exercised Option Period 6 which extends the T2017 East Region contract through December 31, 2023.

On December 22, 2022, we were notified by the DoD that we were awarded the new contract for the TRICARE East Region, with delivery of health care services expected to commence in 2024.

The next generation East Region contract awards may be subject to protests by unsuccessful bidders before the U.S. Court of Federal Claims.

In 2012, CMS released an MA contract-level RADV methodology that would extrapolate the results of each CMS RADV audit sample to the audited MA contract’s entire health status-related risk adjusted premium amount for the year under audit.

In doing so, CMS recognized “that the documentation standard used in RADV audits to determine a contract’s payment error (medical records) is different from the documentation standard used to develop the Part C risk-adjustment model (FFS claims).” To correct for this difference, CMS stated that it would apply a “Fee-for-Service Adjuster (FFS Adjuster)” as “an offset to the preliminary recovery amount.” This adjuster would be “calculated by CMS based on a RADV-like review of records submitted to support FFS claims data.” CMS stated that this methodology would apply to audits beginning with PY 2011.

Humana relied on CMS’s 2012 guidance in submitting MA bids to CMS.

Humana also launched a “Self-Audits” program in 2013 that applied CMS’s 2012 RADV audit methodology and included an estimated FFS Adjuster.

Humana completed Self-Audits for PYs 2011-2016 and reported results to CMS.

In October 2018, however, CMS issued a proposed rule announcing possible changes to the RADV audit methodology, including elimination of the FFS Adjuster.

CMS proposed applying its revised methodology, including extrapolated recoveries without application of a FFS Adjuster, to RADV audits dating back to PY 2011.

On January 30, 2023, CMS published a final rule related to the RADV audit methodology (Final RADV Rule).

The Final RADV Rule confirmed CMS’s decision to eliminate the FFS Adjuster.

The Final RADV Rule states CMS’s intention to extrapolate results from CMS and HHS-OIG RADV audits beginning with PY 2018, rather than PY 2011 as proposed.

However, CMS’s Final RADV Rule does not adopt a specific sampling, extrapolation or audit methodology.

CMS instead stated its general plan to rely on “any statistically valid method .

that is determined to be well-suited to a particular audit.”

Humana is considering its legal options with respect to CMS’s changed position on the FFS Adjuster and seeking clarity regarding our compliance obligations in light of the Final RADV Rule.

We believe that the Final RADV Rule fails to address adequately the statutory requirement of actuarial equivalence.

Further, Humana’s actuarially certified bids through PY 2023 preserved Humana’s position that CMS

should apply an FFS Adjuster in any RADV audit that CMS intends to extrapolate.

As we explore our legal options and compliance obligations, we remain committed to working alongside CMS to promote the integrity of the MA program as well as affordability and cost certainty for our members.

Further, legislative or regulatory changes to how actual prescription drug costs are

*New Laws or Regulations, or Future Legislative, Judicial or Regulatory Changes*

We are and will continue to be regularly subject to new laws and regulations, changes to existing laws and regulations, and judicial determinations that impact the interpretation and applicability of those laws and regulations.

our expenses associated with assessments); our financial position (including our ability to maintain the value of our goodwill); and our cash flows.

To the extent laws in these CON states change,

terrorism, public health emergencies, epidemics or pandemics (such as the spread of COVID-19), or natural disasters (such as hurricanes and earthquakes) which could 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 products.

In addition, we are offering,

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

In addition, substantial litigation regarding intellectual property rights exists in the software industry, including litigation involving end users of software products.

We expect software products to be increasingly subject to third-party infringement claims as the number of products and competitors in this area grows.

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

The T2017 East Region contract is a 5 -year contract set to expire on December 31, 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

Claims Act.

As a government contractor, we may be subject to qui tam litigation brought by individuals who seek to sue on behalf of the government, alleging that the government contractor submitted false claims to the government.

Litigation of this nature is filed under seal to allow the government an opportunity to investigate and to decide if it wishes to intervene and assume control of the litigation.

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

These compliance efforts include the internal contract level audits described in more detail below, as well as ordinary course reviews of our internal business processes.

CMS is phasing-in the process of calculating risk scores using diagnoses data from the Risk Adjustment Processing System, or RAPS, to diagnoses data from the Encounter Data System, or EDS.

The RAPS process requires MA plans to apply a filter logic based on CMS guidelines and only submit diagnoses that satisfy those guidelines.

For submissions through EDS, CMS requires MA plans to submit all the encounter data and CMS will apply the risk adjustment filtering logic to determine the risk scores.

For 2021, 75% of the risk score was calculated from claims data submitted through EDS.

CMS will complete the phased-in transition from RAPS to EDS by using only EDS data to calculate risk scores in 2022.

The phase-in from RAPS to EDS could result in different risk scores from each dataset as a result of plan processing issues, CMS processing issues, or filtering logic differences between RAPS and EDS, and could have a material adverse effect on our results of operations, financial position, or cash flows.

In 2012, CMS released a “Notice of Final Payment Error Calculation Methodology for Part C Medicare Advantage Risk Adjustment Data Validation (RADV) Contract-Level Audits.” The payment error calculation methodology provided that, in calculating the economic impact of audit results for an MA contract, if any, the results of the RADV audit sample would be extrapolated to the entire MA contract after a comparison of the audit results to a similar audit of the government’s traditional fee-for-service Medicare program, or Medicare FFS.

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

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.

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).

CMS is currently conducting RADV contract level audits for certain of our Medicare Advantage plans.

Estimated audit settlements are recorded as a reduction of premiums revenue in our consolidated statements of income, based upon available information.

We perform internal contract level audits based on the RADV audit methodology prescribed by CMS.

Included in these internal contract level audits is an audit of our Private Fee-For Service business which we used to represent a proxy of the FFS Adjuster which has not yet been finalized.

We based our accrual of estimated audit settlements for each contract year on the results of these internal contract level audits and update our estimates as each audit is completed.

Estimates derived from these results were not material to our results of operations, financial position, or cash flows.

We report the results of these internal contract level audits to CMS, including identified overpayments, if any.

On October 26, 2018, CMS issued a proposed rule and accompanying materials (which we refer to as the “Proposed Rule”) related to, among other things, the RADV audit methodology described above.

If implemented, the Proposed Rule would use extrapolation in RADV audits applicable to payment year 2011 contract-level audits and all subsequent audits, without the application of a FFS Adjuster to audit findings.

We believe that the Proposed Rule fails to address adequately the statutory requirement of actuarial equivalence, and have provided substantive comments to CMS on the Proposed Rule as part of the notice-and-comment rulemaking process.

Our estimate of the settlement associated

with the Medicare Part D risk corridor provisions was a net receivable of $106 million at December 31, 2021 and net receivable of $95 million at December 31, 2020.

*The Health Care Reform Law and Other Current or Future Legislative, Judicial or Regulatory Changes*

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

U.S. health insurance industry.

In addition, the Health Care Reform Law established insurance industry assessments, including an annual health insurance industry fee.

The annual health insurance industry fee, which is not deductible for income tax purposes and significantly increases our effective tax rate, was in effect for calendar year 2020 and permanently repealed beginning in calendar year 2021.

In addition, physician or practice management companies, which

Many of the states where we deliver

*For discussion of [removed: 2019] [added: 2020] items and year-over-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] that are not included in this [removed: 2021 Form 10-K,] [added: 2022 10-K and were not impacted by our segment realignment,] 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: 2020,] [added: 2021,] that was filed with the Securities and Exchange Commission on February [removed: 18, 2021.*][added: 17, 2022.*]

During periods of increased incidences of COVID-19, [removed: non-essential care from] a reduction in non-COVID-19 hospital admissions [added: for non-emergent] and [added: elective medical care have resulted in] lower overall healthcare system [removed: consumption decreased] utilization.

[removed: 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.

[removed: The] [added: Our two] reportable [removed: segments] [added: segments, Insurance and CenterWell,] are based on a combination of the type of health plan customer and adjacent businesses centered on well-being solutions for our health plans and other customers, as described below.

[removed: -] [added: –] Financial Statements and Supplementary Data [removed: for segment financial information.][added: in this 2022 Form 10-K.]

[removed: In addition, the Retail] [added: The Insurance] segment [removed: also includes] [added: consists of Medicare benefits, marketed to individuals or directly via group Medicare accounts, as well as] 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 eligible demonstration, and Long-Term Support Services benefits, which we refer to collectively as our state-based contracts.

[removed: The Group and Specialty] [added: This] segment [removed: consists] [added: also includes products consisting] of employer group commercial fully-insured medical and specialty health insurance benefits marketed to individuals and employer groups, including dental, vision, and other supplemental health benefits, as well as administrative services only, or [removed: ASO products.][added: ASO.]

In addition, our [removed: Group and Specialty] [added: Insurance] segment includes our military services business, primarily our [removed: TRICARE T2017] [added: T-2017] East Region [removed: contract.][added: contract, as well as the operations of our PBM business.]

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

The results of each segment are measured by income before income taxes and equity in net [added: (losses)] earnings from equity method investments, or segment earnings.

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

One of the product offerings of our [removed: Retail] [added: Insurance] segment is Medicare stand-alone prescription drug plans, or [removed: PDPs,] [added: PDP,] under the Medicare Part D program.

Our quarterly [removed: Retail] [added: Insurance] segment earnings and operating cash flows are impacted by the Medicare Part D benefit design and changes in the composition of our membership.

In addition, the [removed: Retail] [added: Insurance] segment also experiences seasonality in the operating cost ratio as a result of costs incurred in the second half of the year associated with the Medicare marketing season.

[removed: However, the] [added: The] effect [added: on the Insurance's segment benefit ratio] is opposite of [added: the] Medicare stand-alone PDP [removed: in the Retail segment,] [added: impact,] with the [removed: Group and Specialty segment’s] benefit ratio increasing as fully-insured members progress through their annual deductible and maximum out-of-pocket expenses.

At December 31, [removed: 2021,] [added: 2022,] approximately [removed: 3,009,600] [added: 3,175,500] members, or [removed: 68%,] [added: 70%,] of our individual Medicare Advantage members were in value-based relationships under our integrated care delivery model, as compared to [removed: 2,650,100] [added: 3,009,600] members, or [removed: 67%,] [added: 68%,] at December 31, [removed: 2020.][added: 2021.]

[removed: - In] [added: During 2022, in] order to create capacity to fund growth and investment in our Medicare Advantage business and further [removed: expand] [added: expansion of] our [removed: Healthcare Services capability] [added: healthcare services capabilities] in 2023, we committed to [removed: efforts to create] [added: drive] additional value [added: for the enterprise] through cost [removed: savings,] [added: saving,] productivity [removed: initiatives] [added: initiatives,] and value acceleration from previous investments.

- On February [removed: 2, 2022,] [added: 1, 2023,] Centers for Medicare & Medicaid Services, or CMS, issued its preliminary [removed: 2023] [added: 2024] Medicare Advantage and Part D payment rates and proposed policy changes, collectively, the Advance Notice.

CMS has invited public comment on the Advance Notice before publishing final [removed: rate] [added: rates] on or before April [removed: 4, 2022,] [added: 3, 2023,] or the Final Notice.

In the Advance Notice, CMS estimates Medicare Advantage plans across the sector will, on average, experience a [removed: 4.48% increase] [added: 2.27% decrease] in benchmark funding based on proposals included therein.

Further the benchmark [removed: increase] [added: decrease] 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 [removed: result] [added: result, on average,] in a change [removed: generally] [added: relatively] in line with [removed: CMS’s estimate.][added: CMS’ estimate, with the exception of Humana's Medicare Star Ratings for bonus year 2024, which led the company’s peers, as well as the Risk Model Revision and Normalization Adjustment, which the company continues to analyze.]

The company [added: continues to analyze the Advance Notice, including CMS’ estimate of the Humana specific impact related to the Risk Model Revision and Normalization adjustment, which is likely to have a more negative impact on individual plans and specific membership cohorts with greater risk score trend, and] 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.

- Net income was [removed: $2.9] [added: $2.8] billion, or [removed: $22.67] [added: $22.08] per diluted common share, and [removed: $3.4] [added: $2.9] billion, or [removed: $25.31] [added: $22.67] per diluted common share, in [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

This comparison was significantly impacted by the gain on [removed: our] [added: KAH] equity method investment [added: recognized] in [removed: Kindred at Home upon completion of our acquisition of the business,] [added: August 2021,] put/call valuation adjustments associated with [removed: our non consolidating] [added: non-consolidating] minority interest investments, [added: transaction and integration costs,] the change in the fair value of publicly-traded equity securities, [removed: transaction and integration costs] [added: charges] associated with [removed: the Kindred at Home acquisition,] [added: productivity initiatives related to previously disclosed $1 billion value creation plan,] and the [removed: receipt of unpaid risk corridor payments in] [added: net gain on] the [removed: third quarter] [added: sale] of [removed: 2020 that were previously written off.][added: KAH Hospice.]

The impact of these adjustments to our consolidated income before income taxes and equity in net [added: (losses)] earnings and diluted earnings per common share was as follows for [removed: 2021.][added: the 2022 and 2021 periods:]

| | | | 2021 | | | | | | 2020 | | | [added: | | | $ | | | | | | % | | | | | |]

| Consolidated income before income taxes and equity in net [added: (losses)] earnings: | | | | | | | | | | | |

| Gain on Kindred at Home equity method investment | | | $ | [removed: 1,129] [added: —] | | | | | $ | [removed: —] [added: (1,129)] | |

| Put/call valuation adjustments associated with [removed: company's] [added: our] non consolidating minority interest investments | | | [removed: (597)] [added: 68] | | | | | | [removed: (103)] [added: 597] | | |

| Transaction and integration costs [removed: associated with Kindred at Home acquisition] | | | [removed: (128)] [added: 105] | | | | | | [removed: —] [added: 128] | | |

| Change in the fair value of publicly-traded equity securities | | | [removed: (341)] [added: 123] | | | | | | [removed: 745] [added: 341] | | |

| Gain on Kindred at Home equity method investment | | | $ | [removed: 8.73] [added: —] | | | | | $ | [removed: —] [added: (8.73)] | |

| Put/call valuation adjustments associated with [removed: company's] [added: our] non consolidating minority interest investments | | | [removed: (3.56)] [added: 0.53] | | | | | | [removed: (0.60)] [added: 4.62] | | |

| Change in the fair value of publicly-traded equity securities | | | [removed: (2.03)] [added: 0.97] | | | | | | [removed: 4.32] [added: 2.63] | | |

[removed: Certain significant provisions of the] [added: The] Health Care Reform [removed: Law include,] [added: Law, the Families First Act, the CARES Act, and the Inflation Reduction Act, and related regulations, are examples of laws which have enacted significant reforms to various aspects of the U.S. health insurance industry, including,] among others, mandated coverage requirements, mandated benefits and guarantee issuance associated with commercial medical insurance, rebates to policyholders based on minimum benefit ratios, adjustments to Medicare Advantage premiums, the establishment of federally facilitated or state-based exchanges coupled with programs designed to spread risk among insurers, and the introduction of plan designs based on set actuarial [removed: values.][added: values, and changes to the Part D prescription drug benefit design.]

It is reasonably possible that [removed: the Health Care Reform Law] [added: these laws] and [removed: related] regulations, as well as other current or future legislative, judicial or regulatory changes [removed: such as the Families First Coronavirus Response Act (the "Families First Act"), the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") and other] [added: (including further] legislative or regulatory action taken in response to [removed: COVID-19] [added: COVID-19)] 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 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, in the aggregate 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.

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

Certain financial data on a consolidated basis and for our segments was as follows for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020:][added: 2021:]

Sale of Hospice and Personal Care Divisions

On August 11, 2022, we completed the sale of a 60% interest in Humana’s Kindred at Home Hospice subsidiary, or KAH Hospice, to Clayton, Dubilier & Rice, or CD&R, for cash proceeds of approximately $2.7 billion, net of cash disposed, including debt repayments from KAH Hospice to Humana of $1.9 billion.

In connection with the sale we recognized a pre-tax gain, net of transaction costs, of $237 million which is reported as a gain on sale of KAH Hospice in the accompanying consolidated statements of income for the year ended December 31, 2022.

During 2022, we experienced lower overall utilization of the healthcare system than anticipated, as the reduction in COVID-19 utilization following the increased incidence associated with the Omicron variant outpaced the increase in non-COVID-19 utilization.

The

Value Creation Initiatives

As a result of these initiatives, we recorded charges of $473 million included within operating costs in the consolidated statement of income for the year ended December 31, 2022.

These charges primarily relate to $248 million in asset impairments, including software and abandonment, and $116 million of severance charges in connection with workforce optimization.

The remainder of the charges primarily relate to external consulting fees.

These charges were recorded at the corporate level and not allocated to the segments.

During December 2022, we realigned our businesses into two distinct segments: Insurance and CenterWell.

The Insurance segment includes the businesses that were previously included in the Retail and Group and Specialty segments, as well as the Pharmacy Benefit Manager, or PBM, business which was previously included in the Healthcare Services segment.

The CenterWell segment (formerly Healthcare Services) represents our payor-agnostic healthcare services offerings, including pharmacy dispensing services, provider services, and home services.

In addition to the new segment classifications being utilized to assess performance and allocate resources, we believe this simpler structure will create greater collaboration across the Insurance and CenterWell businesses and will accelerate work that is underway to centralize and integrate operations within the organization.

Prior period segment financial information has been recast to conform to the 2022 presentation.

For a recast of prior period segment financial information, refer to Note 18 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Form 10-K.

The CenterWell segment includes our pharmacy, provider services, and home solutions operations.

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.

The Insurance segment also experiences seasonality in the fully-insured product offering.

With respect to the Risk Model Revision and Normalization adjustment, CMS provided detail to the company indicating an average impact to Humana relatively in line with the average negative 3.12% industry impact.

| | | | 2022 | | | | | | 2021 | | |

| Gain on sale of KAH Hospice | | | (237) | | | | | | — | | |

| Charges associated with productivity initiatives related to the previously disclosed $1 billion value creation plan | | | 473 | | | | | | — | | |

| | | | $ | 532 | | | | | $ | (63) | |

| | | | 2022 | | | | | | 2021 | | |

| Gain on sale of KAH Hospice | | | (1.86) | | | | | | — | | |

| Charges associated with productivity initiatives related to the previously disclosed $1 billion value creation plan | | | 3.72 | | | | | | — | | |

| Transaction and integration costs | | | 0.83 | | | | | | 0.99 | | |

| Tax impact of all transactions | | | (1.52) | | | | | | (1.93) | | |

| | | | $ | 2.67 | | | | | $ | (2.42) | |

We are and will continue to be regularly subject to new laws and regulations, changes to existing laws and regulations, and judicial determinations that impact the interpretation and applicability of those laws and regulations.

Comparison of Results of Operations for 2022 and 2021

| | | | 2022 | | | | | | 2021 | | | | | | Dollars | | | | | | Percentage | | |

| Insurance | | | $ | 87,712 | | | | | $ | 79,822 | | | | | $ | 7,890 | | | | | 9.9 | | % |

| Total premiums revenue | | | 87,712 | | | | | | 79,822 | | | | | | 7,890 | | | | | | 9.9 | | % |

| Insurance | | | 850 | | | | | | 853 | | | | | | (3) | | | | | | (0.4) | | % |

| CenterWell | | | 3,926 | | | | | | 2,202 | | | | | | 1,724 | | | | | | 78.3 | | % |

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

| Total services revenue | | | 4,776 | | | | | | 3,055 | | | | | | 1,721 | | | | | | 56.3 | | % |

We manage our business with three reportable segments: Retail, Group and Specialty, and Healthcare Services.

See Note 18 to the consolidated financial statements included in Item 8.

The Retail segment consists of Medicare benefits, marketed to individuals or directly via group Medicare accounts.

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

Our Group and Specialty segment also experiences seasonality in the benefit ratio pattern.

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

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.

| Receipt of commercial risk corridor receivables previously written-off | | | — | | | | | | 578 | | |

| | | | $ | 63 | | | | | $ | 1,220 | |

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

| Receipt of commercial risk corridor receivables previously written-off | | | — | | | | | | 3.35 | | |

| | | | $ | 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.

Further, 2021 was also favorably impacted by 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 repurchases.

The Health Care Reform Law enacted significant reforms to various aspects of the U.S. health insurance industry.

In addition, the Health Care Reform Law established insurance industry assessments, including an annual health insurance industry fee.

The annual health insurance

industry fee, which is not deductible for income tax purposes and significantly increases our effective tax rate, was in effect for calendar year 2020 and permanently repealed beginning in calendar year 2021.

– Financial Statements and Supplementary Data in this 2021 Form 10-K.

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

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

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

| Group and Specialty | | | | | | 6,002 | | | | | | 6,460 | | | | | | (458) | | | | | | (7.1) | | % |

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

| Group and Specialty | | | | | | 816 | | | | | | 780 | | | | | | 36 | | | | | | 4.6 | | % |

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

See Note 12 to the consolidated financial statements included in Item 8.

Retail Segment

| Total Retail medical members | | | | | | 9,847,900 | | | | | | 9,550,600 | | | | | | 297,300 | | | | | | 3.1 | | % |

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

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

| Total premiums | | | | | | 73,820 | | | | | | 67,124 | | | | | | 6,696 | | | | | | 10.0 | | % | | | |

| Total premiums and services revenue | | | | | | $ | 73,843 | | | | | $ | 67,143 | | | | | $ | 6,700 | | | | | 10.0 | | % | | | |

| Segment earnings | | | | | | $ | 1,937 | | | | | $ | 3,017 | | | | | $ | (1,080) | | | | | (35.8) | | % | | | |

| Benefit ratio | | | | | | 87.9 | | % | | | | 84.2 | | % | | | | | | | | | | 3.7 | | % | | | |

| Operating cost ratio | | | | | | 9.2 | | % | | | | 11.0 | | % | | | | | | | | | | (1.8) | | % | | | |

There were no borrowings outstanding under our credit agreements at December 31, [removed: 2021] [added: 2022] or December 31, [removed: 2020.][added: 2021.]

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: 2021.][added: 2022.]

Our net unrealized position decreased [removed: $457 million] [added: $1.7 billion] from a net unrealized gain position of [removed: $514] [added: $57] million at December 31, [removed: 2020] [added: 2021] to a net unrealized [removed: gain] [added: loss] position of [removed: $57 million] [added: $1.7 billion] at December 31, [removed: 2021.][added: 2022.]

At December 31, [removed: 2021,] [added: 2022,] we had gross unrealized losses of [removed: $161 million] [added: $1.7 billion] 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 [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

The average duration of our investment portfolio, including cash and cash equivalents, was approximately [removed: 3.6] [added: 3.2] years as of December 31, [removed: 2021] [added: 2022] and [removed: 3.0 years.][added: 3.6 years]

Based on the duration including cash equivalents, a 1% increase in interest rates would generally decrease the December 31, [removed: 2021] [added: 2022] fair value of our securities by approximately [removed: $606] [added: $603] 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 [added: following table.]

The evaluation was based on our investment portfolio and our outstanding indebtedness at December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

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: 0,] [added: once,] have changed between 100 and 200 basis points [removed: 4,] [added: four times,] and have changed by less than 100 basis points [removed: 6.][added: five times.]

| Interest expense (b) | | | | | | [removed: 2] [added: 56] | | | | | | [removed: 2] [added: 37] | | | | | | [removed: 2] [added: 19] | | | | | | [removed: (6)] [added: (19)] | | | | | | [removed: (12)] [added: (37)] | | | | | | [removed: (18)] [added: (57)] | | |

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

(b)The interest rate under our senior notes, which represent [removed: 72%] [added: 90%] of total debt, is fixed, unaffected by changes in interest rates.

We had [added: $500 million and] $2.5 billion of variable rate term loans at December 31, [added: 2022 and December 31,] 2021, [added: respectively,] used to fund the August 2021 KAH acquisition.

There were no borrowings outstanding under the credit agreement at December 31, [removed: 2021] [added: 2022] or December 31, [removed: 2020.][added: 2021.]

There was [removed: $955] [added: $595] million and [removed: $600] [added: $955] million outstanding under our commercial paper program at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

As of December 31, [removed: 2021 and 2020,] [added: 2021,] 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.

as of December 31, 2021.

| As of December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Investment income (a) | | | | | | $ | (276) | | | | | $ | (184) | | | | | $ | (92) | | | | | $ | 93 | | | | | $ | 186 | | | | | $ | 281 | |

| Pretax | | | | | | $ | (220) | | | | | $ | (147) | | | | | $ | (73) | | | | | $ | 74 | | | | | $ | 149 | | | | | $ | 224 | |

(a)As of December 31, 2022, none of our investments had interest rates below 1%.

As of December 31, 2022, our interest rate under our commercial paper program was not less than 1%.

as of December 31, 2020.

following table.

| As of December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Investment income (a) | | | | | | $ | (44) | | | | | $ | (33) | | | | | $ | (21) | | | | | $ | 91 | | | | | $ | 180 | | | | | $ | 270 | |

| Pretax | | | | | | $ | (42) | | | | | $ | (31) | | | | | $ | (19) | | | | | $ | 85 | | | | | $ | 168 | | | | | $ | 252 | |

There were no term loans at December 31, 2020.

As of December 31, [removed: 2021,] [added: 2022,] we had approximately 17 million members in our medical benefit plans, as well as approximately 5 million members in our specialty products.

During [removed: 2021, 83%] [added: 2022, 82%] of our total premiums and services revenue were derived from contracts with the federal government, including [removed: 15%] [added: 14%] 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: 769,100] [added: 771,900] members as of December 31, [removed: 2021.][added: 2022.]

This Annual Report on Form 10-K, or [removed: 2021] [added: 2022] Form 10-K, contains both historical and forward-looking information.

– Risk Factors in this [removed: 2021] [added: 2022] Form 10-K for a description of a number of factors that may adversely affect our results or business.

[removed: The] [added: Our two] reportable [removed: segments] [added: segments, Insurance and CenterWell,] are based on a combination of the type of health plan customer and adjacent businesses centered on well-being solutions for our health plans and other [removed: customers, as described below.][added: customers.]

[removed: However] [added: However,] PPOs generally require the member to pay a greater portion of the provider’s fee in the event the member chooses not to use a provider participating in the PPO’s network.

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

Three core elements of the model are to improve the consumer experience by simplifying the interaction with us, engaging members in clinical programs, and offering assistance to providers in transitioning from a [removed: fee-for-service] [added: fee-for-service, or FFS,] to a value-based arrangement.

Our [removed: Retail] [added: Insurance] Segment Products

[removed: This] [added: The Insurance] segment is comprised of products [added: serving Medicare and state-based contract beneficiaries] sold on a retail basis to individuals including medical and supplemental benefit [removed: plans described in the discussion that follows.][added: plans.]

The following table presents our premiums and services revenue for the [removed: Retail] [added: Insurance] segment by product for the year ended December 31, [removed: 2021:][added: 2022:]

| | | | | | | [removed: Retail] [added: Insurance] Segment Premiums and Services Revenue | | | | | | Percent of Consolidated Premiums and Services Revenue | | |

| Individual Medicare Advantage | | | | | | $ | [removed: 58,654] [added: 65,591] | | | | | [removed: 70.8] [added: 70.9] | | % |

| Group Medicare Advantage | | | | | | [removed: 6,955] [added: 7,297] | | | | | | [removed: 8.4] [added: 7.9] | | % |

| Medicare stand-alone PDP | | | | | | [removed: 2,371] [added: 2,269] | | | | | | [removed: 2.9] [added: 2.5] | | % |

| Total premiums and services revenue | | | | | | $ | [removed: 73,843] [added: 88,562] | | | | | [removed: 89.2] [added: 95.8] | | % |

[added: With each of these products, the beneficiary receives benefits in excess of] 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.

The risk-adjustment model, which CMS implemented pursuant to the Balanced Budget Act of 1997 (BBA) and the Benefits Improvement and Protection Act of 2000 (BIPA), generally pays more [removed: for members with predictably] [added: where a plan's membership has] higher [removed: costs and uses principal hospital inpatient diagnoses as well as diagnosis data from ambulatory treatment settings (hospital outpatient department and physician visits) to establish the risk-adjustment payments.][added: expected costs.]

Under the risk-adjustment methodology, all [removed: health benefit organizations] [added: MA plans] must collect from providers and submit the necessary diagnosis code information to CMS within prescribed deadlines.

For [removed: more information] [added: additional information,] refer to Note [removed: 17] [added: 4] to the [removed: consolidated financial statements] [added: audited Consolidated Financial Statements] included in [added: Part II,] Item [removed: 8.][added: 8, "Financial Statements and Supplementary Data" of this Form 10-K.]

At December 31, [removed: 2021,] [added: 2022,] we provided health insurance coverage under CMS contracts to approximately [removed: 4,409,100] [added: 4,565,600] individual Medicare Advantage members, including approximately [removed: 769,100] [added: 771,900] members in Florida.

These Florida contracts accounted for premiums revenue of approximately [removed: $11.9] [added: $13.2] billion, which represented approximately 20% of our individual Medicare Advantage premiums revenue, or [removed: 15%] [added: 14%] of our consolidated premiums and services revenue for the year ended December 31, [removed: 2021.][added: 2022.]

[added: All material contracts between Humana and CMS] relating to our Medicare Advantage products have been renewed for [removed: 2022,] [added: 2023,] and all of our product offerings filed with CMS for [removed: 2022] [added: 2023] have been approved.

These revenues also reflect the health status of the beneficiary and risk sharing provisions as more fully described in Note 2 to the [removed: consolidated financial statements] [added: audited Consolidated Financial Statements] included in Item 8.

All material contracts between Humana and CMS relating to our Medicare stand-alone PDP products have been renewed for [removed: 2022,] [added: 2023,] and all of our product offerings filed with CMS for [removed: 2022] [added: 2023] have been approved.

We also offer Medicare supplement products that [removed: helps] [added: help] pay the medical expenses that Medicare FFS does not cover, such as copayments, coinsurance and deductibles.

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

Our [removed: Group and Specialty] [added: CenterWell] Segment Products

[removed: The Group and Specialty] [added: This] segment [removed: consists] [added: also includes products consisting] of employer group commercial fully-insured medical and specialty health insurance benefits marketed to individuals and employer groups, including dental, vision and life insurance benefits, as well as administrative services only, or [removed: ASO products as described in the discussion that follows.][added: ASO.]

The following table presents our [removed: premiums and] services revenue for the [removed: Group and Specialty] [added: CenterWell] segment by [removed: product] [added: line of business] for the year ended December 31, [removed: 2021:][added: 2022:]

| | | | | | | [removed: Group and Specialty] [added: CenterWell] Segment [removed: Premiums and] Services Revenue | | | | | | Percent of Consolidated Premiums and Services Revenue | | |

The T2017 East Region contract comprises 32 states and approximately [removed: six] [added: 6] million TRICARE beneficiaries.

The products offered by our [removed: Healthcare Services] [added: CenterWell] segment are key to our integrated care delivery model.

This segment includes [added: our] pharmacy, [removed: provider, and home] [added: provider] services, [removed: along with other services] and [removed: capabilities to promote wellness and advance population health.][added: home solutions operations.]

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

[removed: Our] [added: For information on our] intersegment [removed: revenue is described in] [added: revenues, refer to] Note 18 to the [removed: consolidated financial statements] [added: audited Consolidated Financial Statements] included in [added: Part II,] Item [removed: 8.][added: 8, "Financial Statements and Supplementary Data" of this Form 10-K.]

| Home solutions | | | | | | $ | [removed: 691] [added: 553] | | | | | n/a | | |

| Provider services | | | | | | [removed: 2,476] [added: 2,979] | | | | | | n/a | | |

| Total external services revenue | | | | | | $ | [removed: 2,216] [added: 3,926] | | | | | [removed: 2.7] [added: 4.2] | | % |

[removed: Pharmacy solutions][added: Pharmacy]

During December 2022, we realigned our businesses into two distinct segments: Insurance and CenterWell.

The Insurance segment includes the businesses that were previously included in the Retail and Group and Specialty segments, as well as the Pharmacy Benefit Manager, or PBM, business which was previously included in the Healthcare Services segment.

The CenterWell segment (formerly Healthcare Services) represents our payor-agnostic healthcare services offerings, including pharmacy dispensing services, provider services, and home services.

In addition to the new segment classifications being utilized to assess performance and allocate resources, we believe this simpler structure will create greater collaboration across the Insurance and CenterWell businesses and will accelerate work that is underway to centralize and integrate operations within the organization.

Prior period segment financial information has been recast to conform to the 2022 presentation.

For a recast of prior period segment financial information, refer to Note 18 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Form 10-K.

For additional information on our business segments and segment financial information, refer to Note 18 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Form 10-K.

In addition, our Insurance segment includes our military services business as well as the operations of our PBM business.

These products are described in the discussion that follows.

| Total Medicare | | | | | | 75,157 | | | | | | 81.3 | | % |

| Medicare Supplement | | | | | | 743 | | | | | | 0.8 | | % |

| Commercial fully-insured | | | | | | 3,733 | | | | | | 4.0 | | % |

| Total fully-insured | | | | | | 4,476 | | | | | | 4.8 | | % |

| Medicaid and other | | | | | | 6,376 | | | | | | 6.9 | | % |

| Specialty | | | | | | 1,703 | | | | | | 1.8 | | % |

| Total premiums | | | | | | 87,712 | | | | | | 94.8 | | % |

| Services | | | | | | 850 | | | | | | 0.9 | | % |

Our Medicare

Advantage, or MA, plans are discussed in the following sections.

CMS uses a risk-adjustment model which adjusts premiums paid to Medicare Advantage, or MA, plans according to health status of covered members.

Under this model, rates paid to MA plans are based on actuarially determined bids, which include a process whereby our prospective payments are based on our estimated cost of providing standard Medicare-covered benefits to an enrollee with a "national average risk profile." That baseline payment amount is adjusted to account for certain demographic characteristics and health status of our enrolled members.

The CMS risk-adjustment model uses the diagnosis data, collected from providers, to calculate the health status-related risk-adjusted premium payment to MA plans, which CMS further adjusts for coding pattern differences between the health plans and the government fee-for-service (FFS) program.

We generally rely on providers, including certain providers in our network who are our employees, to code their claim submissions with appropriate diagnoses, which we send to CMS as the basis for our health status-adjusted payment received from CMS under the actuarial risk-adjustment model.

We also rely on these providers to document appropriately all medical data, including the diagnosis data submitted with claims.

In addition, we conduct medical record reviews as part of our data and payment accuracy compliance efforts, to more accurately reflect diagnosis conditions under the risk adjustment model.

For additional information, refer to Note 17 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" and Part I, Item 1A, "Risk Factors" of this Form 10-K.

The Louisiana contract was effective January 1, 2023.

The T2017 East Region contract, which was originally set to expire on December 31, 2022, was subsequently extended by the DoD and is currently scheduled to expire on December 31, 2023, unless further extended.

In December 2022, we were awarded the next generation of TRICARE Managed Care Support Contracts, or T-5, for the TRICARE East Region by the Defense Health Agency of the DoD.

The contract is expected to go into effect in 2024.

Until then the T2017 contract remains in place.

Under the terms of the award, our service area covers approximately 4.6 million beneficiaries in a region consisting of 24 states and Washington, D.C. The length of the contract is one base year with eight annual option periods, which, if all options are exercised, would result in a total contract length of nine years.

| Intersegment revenues: | | | | | | | | | | | | | | |

| Pharmacy | | | | | | 9,841 | | | | | | n/a | | |

| Total intersegment revenues | | | | | | $ | 13,373 | | | | | | | |

| Home solutions | | | | | | $ | 2,333 | | | | | 2.5 | | % |

| Pharmacy | | | | | | 1,025 | | | | | | 1.1 | | % |

| Provider services | | | | | | 568 | | | | | | 0.6 | | % |

Our pharmacy business includes the operations of CenterWell Pharmacy (our mail-order pharmacy business), CenterWell Specialty Pharmacy, and other retail pharmacies located within CenterWell Primary Care clinics for brand, generic, specialty drugs, over the counter medications and supplies, and hospice pharmacy drugs.

Kentucky staffed by primary care providers and medical specialists with a primary focus on the senior population under our Primary Care Organization, or PCO.

We manage our business with three reportable segments: Retail, Group and Specialty, and Healthcare Services.

See Note 18 to the consolidated financial statements included in Item 8.

- Financial Statements and Supplementary Data for segment financial information.

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

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

| | | | | | | (dollars in millions) | | | | | | | | |

| Premiums: | | | | | | | | | | | | | | |

| Total Retail Medicare | | | | | | 67,980 | | | | | | 82.1 | | % |

| State-based Medicaid | | | | | | 5,109 | | | | | | 6.2 | | % |

| Medicare Supplement | | | | | | 731 | | | | | | 0.9 | | % |

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

| Services | | | | | | 23 | | | | | | — | | % |

Our Medicare Advantage, or MA, plans are discussed more fully below.

With each of these products, the beneficiary receives benefits in excess of

CMS uses monthly rates per person for each county to determine the fixed monthly payments per member to pay to health benefit plans.

These rates are adjusted under CMS’s risk-adjustment model which uses health status indicators, or risk scores, to improve the accuracy of payment.

CMS is phasing-in the process of calculating risk scores using diagnoses data from the Risk Adjustment Processing System, or RAPS, to diagnoses data from the Encounter Data System, or EDS.

The RAPS process requires MA plans to apply a filter logic based on CMS guidelines and only submit diagnoses that satisfy those guidelines.

For submissions through EDS, CMS requires MA plans to submit all the encounter data and CMS will apply the risk adjustment filtering logic to determine the risk scores.

For 2021, 75% of the risk score was calculated from claims data submitted through EDS.

CMS will complete the phased-in transition from RAPS to EDS by using only EDS data to calculate risk scores in 2022.

– Financial Statements and Supplementary Data and Item 1A.

- Risk Factors.

All material contracts between Humana and CMS

| External Revenue: | | | | | | | | | | | | | | |

| Fully-insured commercial group | | | | | | $ | 4,271 | | | | | 5.2 | | % |

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

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

| Services | | | | | | 816 | | | | | | 1.0 | | % |

| Total premiums and services revenue | | | | | | $ | 6,818 | | | | | 8.3 | | % |

| Intersegment services revenue | | | | | | $ | 40 | | | | | n/a | | |

n/a – not applicable

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

Our Healthcare Services Segment Products

– Financial Statements and Supplementary Data.

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

| | | | | | | Healthcare Services Segment Services Revenue | | | | | | Percent of Consolidated Premiums and Services Revenue | | |

| Intersegment revenue: | | | | | | | | | | | | | | |

| Pharmacy solutions | | | | | | 25,855 | | | | | | n/a | | |

| Total intersegment revenue | | | | | | $ | 29,022 | | | | | | | |

For a discussion of our material legal actions, including those not in the ordinary course of business, see “Legal Proceedings and Certain Regulatory Matters” in Note 17 to the [removed: consolidated financial statements] [added: audited Consolidated Financial Statements] included in Item 8.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

The aggregate market value of voting stock held by non-affiliates of the Registrant as of June 30, [removed: 2021] [added: 2022] was [removed: $56,778,277,553] [added: $59,158,438,222] calculated using the average price on June 30, [removed: 2021] [added: 2022] of [removed: $442.72] [added: $468.33] per share.

The number of shares outstanding of the Registrant’s Common Stock as of January 31, [removed: 2022] [added: 2023] was [removed: 126,633,599.][added: 124,974,862.]

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: 21, 2022.][added: 20, 2023.]

For the Year Ended December 31, [removed: 2021][added: 2022]

| Item 1. | | | Business | | | [removed: [4](#id6f6eceefe79423b9394ac975f1811f1_19)] [added: [4](#i10e87e90a96248dfbd5b204f2b8c4b03_19)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [21](#id6f6eceefe79423b9394ac975f1811f1_76)] [added: [21](#i10e87e90a96248dfbd5b204f2b8c4b03_70)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [35](#id6f6eceefe79423b9394ac975f1811f1_79)] [added: [35](#i10e87e90a96248dfbd5b204f2b8c4b03_73)] | | |

| Item 2. | | | Properties | | | [removed: [36](#id6f6eceefe79423b9394ac975f1811f1_82)] [added: [35](#i10e87e90a96248dfbd5b204f2b8c4b03_76)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [36](#id6f6eceefe79423b9394ac975f1811f1_85)] [added: [36](#i10e87e90a96248dfbd5b204f2b8c4b03_79)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [36](#id6f6eceefe79423b9394ac975f1811f1_88)] [added: [36](#i10e87e90a96248dfbd5b204f2b8c4b03_82)] | | |

| Item 5. | | | Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [37](#id6f6eceefe79423b9394ac975f1811f1_94)] [added: [37](#i10e87e90a96248dfbd5b204f2b8c4b03_88)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [41](#id6f6eceefe79423b9394ac975f1811f1_103)] [added: [41](#i10e87e90a96248dfbd5b204f2b8c4b03_97)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures about Market Risk | | | [removed: [66](#id6f6eceefe79423b9394ac975f1811f1_124)] [added: [72](#i10e87e90a96248dfbd5b204f2b8c4b03_118)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [68](#id6f6eceefe79423b9394ac975f1811f1_127)] [added: [74](#i10e87e90a96248dfbd5b204f2b8c4b03_121)] | | |

| Item 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [126](#id6f6eceefe79423b9394ac975f1811f1_220)] [added: [130](#i10e87e90a96248dfbd5b204f2b8c4b03_208)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [126](#id6f6eceefe79423b9394ac975f1811f1_223)] [added: [130](#i10e87e90a96248dfbd5b204f2b8c4b03_211)] | | |

| Item 9B. | | | Other Information | | | [removed: [127](#id6f6eceefe79423b9394ac975f1811f1_226)] [added: [131](#i10e87e90a96248dfbd5b204f2b8c4b03_214)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign [removed: Jurisdiction](#id6f6eceefe79423b9394ac975f1811f1_2748779071956)[s](#id6f6eceefe79423b9394ac975f1811f1_2748779071956) [that] [added: Jurisdictions that] Prevent [removed: Inspections](#id6f6eceefe79423b9394ac975f1811f1_2748779071956)] [added: Inspections](#i10e87e90a96248dfbd5b204f2b8c4b03_217)] | | | [removed: [127](#id6f6eceefe79423b9394ac975f1811f1_2748779071956)] [added: [131](#i10e87e90a96248dfbd5b204f2b8c4b03_217)] | | |

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [128](#id6f6eceefe79423b9394ac975f1811f1_232)] [added: [132](#i10e87e90a96248dfbd5b204f2b8c4b03_223)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [129](#id6f6eceefe79423b9394ac975f1811f1_235)] [added: [133](#i10e87e90a96248dfbd5b204f2b8c4b03_226)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [129](#id6f6eceefe79423b9394ac975f1811f1_238)] [added: [133](#i10e87e90a96248dfbd5b204f2b8c4b03_229)] | | |

| Item 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [130](#id6f6eceefe79423b9394ac975f1811f1_241)] [added: [134](#i10e87e90a96248dfbd5b204f2b8c4b03_232)] | | |

| Item 14. | | | Principal Accounting Fees and Services | | | [removed: [130](#id6f6eceefe79423b9394ac975f1811f1_244)] [added: [134](#i10e87e90a96248dfbd5b204f2b8c4b03_235)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#id6f6eceefe79423b9394ac975f1811f1_295)] [added: Summary](#i10e87e90a96248dfbd5b204f2b8c4b03_286)] | | | [removed: [144](#id6f6eceefe79423b9394ac975f1811f1_295)] [added: [147](#i10e87e90a96248dfbd5b204f2b8c4b03_286)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| Item 6. | | | Reserved | | | [40](#i10e87e90a96248dfbd5b204f2b8c4b03_91) | | |

| Item 15. | | | Exhibits, Financial Statement Schedule | | | [135](#i10e87e90a96248dfbd5b204f2b8c4b03_241) | | |

| | | | Signatures and Certifications | | | [148](#i10e87e90a96248dfbd5b204f2b8c4b03_289) | | |

| Item 6. | | | Selected Financial Data | | | [40](#id6f6eceefe79423b9394ac975f1811f1_97) | | |

| Item 15. | | | Exhibits, Financial Statement Schedules | | | [131](#id6f6eceefe79423b9394ac975f1811f1_250) | | |

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

We owned or leased numerous medical centers and administrative offices at December 31, [removed: 2021.][added: 2022.]

Of these medical centers, approximately [removed: 221] [added: 289] of these facilities are leased or subleased to our contracted providers to operate.

As of January 31, [removed: 2022,] [added: 2023,] there were [removed: 1,804] [added: 1,707] holders of record of our common stock and [removed: 404,351] [added: 634,739] beneficial holders of our common stock.

The following table provides details of dividend payments, excluding dividend equivalent rights, in [removed: 2020] [added: 2021] and [removed: 2021,] [added: 2022,] under our Board approved quarterly cash dividend policy:

| 12/31/2020 | | | | | | 1/29/2021 | | | | | | [removed: $0.625] [added: $0.6250] | | | | | | $81 | | |

| 3/31/2021 | | | | | | 4/30/2021 | | | | | | [removed: $0.700] [added: $0.7000] | | | | | | $90 | | |

| 6/30/2021 | | | | | | 7/30/2021 | | | | | | [removed: $0.700] [added: $0.7000] | | | | | | $90 | | |

| 9/30/2021 | | | | | | 10/29/2021 | | | | | | [removed: $0.700] [added: $0.7000] | | | | | | $90 | | |

In October [removed: 2021,] [added: 2022,] the Board declared a cash dividend of [removed: $0.70] [added: $0.7875] per share payable on January [removed: 28, 2022] [added: 27, 2023] to stockholders of record on December 31, 2021 for an aggregate amount of [removed: $90] [added: $98] million.

In February [removed: 2022,] [added: 2023,] the Board declared a cash dividend of [removed: $0.7875] [added: $0.8850] per share payable on April [removed: 29, 2022] [added: 28, 2023] to stockholders of record on March 31, [removed: 2022.][added: 2023.]

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: 2021.][added: 2022.]

The graph assumes an investment of $100 in each of our common stock, the S&P 500, and the Peer Group on December 31, [removed: 2015,] [added: 2017,] and that dividends were reinvested when paid.

[removed: ][added: ]

| | | | [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] | | | | | | [removed: 12/31/2021] [added: 12/31/2022] | | |

The following table provides information about purchases by us during the three months ended December 31, [removed: 2021] [added: 2022] 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)] [added: (2) (3)] | | |

| October [removed: 2021] [added: 2022] | | | — | | | | | | $ | — | | | | | — | | | | | | $ | [removed: 3,000,000,000] [added: 2,000,000,000] | |

[removed: (1)On] [added: (3)On] February [removed: 18, 2021, our] [added: 15, 2023, the] Board of Directors [removed: authorized] [added: replaced] the [added: previous share] repurchase [added: authorization] of up to [removed: $3.0] [added: $3] billion [added: (of which approximately $1 billion remained unused) with a new authorization for repurchases] of [added: up to $3 billion of] our common shares [removed: expiring on February 18, 2024,] exclusive of shares repurchased in connection with employee stock [removed: plans.][added: plans, expiring as of February 15, 2026.]

| 2022 payments | | | | | | | | | | | | | | | | | | | | |

| 12/31/2021 | | | | | | 1/28/2022 | | | | | | $0.7000 | | | | | | $90 | | |

| 3/31/2022 | | | | | | 4/29/2022 | | | | | | $0.7875 | | | | | | $100 | | |

| 6/30/2022 | | | | | | 7/29/2022 | | | | | | $0.7875 | | | | | | $100 | | |

| 9/30/2022 | | | | | | 10/28/2022 | | | | | | $0.7875 | | | | | | $100 | | |

| HUM | | | $ | 100 | | | | | $ | 116 | | | | | $ | 150 | | | | | $ | 169 | | | | | $ | 192 | | | | | $ | 213 | |

| S&P 500 | | | $ | 100 | | | | | $ | 96 | | | | | $ | 126 | | | | | $ | 149 | | | | | $ | 191 | | | | | $ | 157 | |

| Peer Group | | | $ | 100 | | | | | $ | 110 | | | | | $ | 135 | | | | | $ | 160 | | | | | $ | 199 | | | | | $ | 186 | |

| November 2022 | | | 1,518,996 | | | | | | 534.02 | | | | | | 1,518,996 | | | | | | 1,150,000,000 | | |

| December 2022 | | | 353,604 | | | | | | 534.02 | | | | | | 353,604 | | | | | | 1,000,000,000 | | |

| Total | | | 1,872,600 | | | | | | $ | 534.02 | | | | | 1,872,600 | | | | | | | | |

(1)On November 2, 2022, we entered into separate accelerated stock repurchase agreements, the November 2022 ASR Agreements, with Goldman Sachs & Co. LLC, or Goldman Sachs, and Mizuho Markets Americas LLC, or Mizuho, to repurchase $1 billion of our common stock as part of the $3 billion repurchase program authorized by the Board of Directors on February 18, 2021.

In accordance with the November 2022 ASR Agreements, we made a payment of $1 billion ($500 million to Goldman Sachs on November 3, 2022 and $500 million to Mizuho on November 4, 2022) and received an initial delivery of 1.5 million shares of our common stock (0.760 million shares each from Goldman Sachs and Mizuho).

In November 2022, we recorded the payments to Goldman Sachs and Mizuho as a reduction to stockholders’ equity, consisting of an $850 million increase in treasury stock, which reflects the value of the initial 1.5 million shares received upon initial settlement, and a $150 million decrease in capital in excess of par value, which reflects the value of stock held back by Goldman Sachs and Mizuho pending final settlement of the November 2022 ASR Agreements.

Upon final settlement of the November 2022 ASR Agreements with Goldman Sachs and Mizuho on December 15, 2022 and December 16, 2022, respectively, we received an additional 0.177 million shares and 0.177 million shares, respectively, as determined by the average daily volume weighted-averages share price of our common stock during the terms of the agreements, less a discount, of $534.16 and $533.87, respectively, bringing the total shares received under the November 2022 ASR Agreements to 1.8 million.

In addition, upon settlement we reclassified the $150 million value of stock initially held back by Goldman Sachs and Mizuho from capital in excess of par value to treasury stock.

| 2020 payments | | | | | | | | | | | | | | | | | | | | |

| 12/31/2019 | | | | | | 1/31/2020 | | | | | | $0.550 | | | | | | $73 | | |

| 3/31/2020 | | | | | | 4/24/2020 | | | | | | $0.625 | | | | | | $83 | | |

| 6/30/2020 | | | | | | 7/31/2020 | | | | | | $0.625 | | | | | | $83 | | |

| 9/30/2020 | | | | | | 10/30/2020 | | | | | | $0.625 | | | | | | $83 | | |

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

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

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

| November 2021 | | | — | | | | | | — | | | | | | — | | | | | | 3,000,000,000 | | |

| 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.

Not applicable.

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Cash and cash equivalents | | | $ | [removed: 3,394] [added: 5,061] | | | | | $ | [removed: 4,673] [added: 3,394] | |

| Investment securities | | | [removed: 13,192] [added: 13,881] | | | | | | [removed: 12,554] [added: 13,192] | | |

| Other current assets | | | [removed: 6,493] [added: 5,567] | | | | | | [removed: 5,276] [added: 6,493] | | |

| Total current assets | | | [removed: 24,893] [added: 26,183] | | | | | | [removed: 23,641] [added: 24,893] | | |

| Property and equipment, net | | | [removed: 3,073] [added: 3,221] | | | | | | [removed: 2,371] [added: 3,073] | | |

| Long-term investment securities | | | [removed: 780] [added: 380] | | | | | | [removed: 1,212] [added: 780] | | |

| Goodwill | | | [removed: 11,092] [added: 9,142] | | | | | | [removed: 4,447] [added: 11,092] | | |

| Equity method investments | | | [removed: 141] [added: 749] | | | | | | [removed: 1,170] [added: 141] | | |

| Other long-term assets | | | [removed: 4,379] [added: 3,380] | | | | | | [removed: 2,128] [added: 4,379] | | |

| Total assets | | | $ | [removed: 44,358] [added: 43,055] | | | | | $ | [removed: 34,969] [added: 44,358] | |

| Benefits payable | | | $ | [removed: 8,289] [added: 9,264] | | | | | $ | [removed: 8,143] [added: 8,289] | |

| Trade accounts payable and accrued expenses | | | [removed: 4,509] [added: 5,238] | | | | | | [removed: 4,013] [added: 4,509] | | |

| Book overdraft | | | [removed: 326] [added: 298] | | | | | | [removed: 320] [added: 326] | | |

| Unearned revenues | | | [removed: 254] [added: 286] | | | | | | [removed: 318] [added: 254] | | |

| Short-term debt | | | [removed: 1,953] [added: 2,092] | | | | | | [removed: 600] [added: 1,953] | | |

| Total current liabilities | | | [removed: 15,331] [added: 17,178] | | | | | | [removed: 13,394] [added: 15,331] | | |

| Long-term debt | | | [removed: 10,541] [added: 9,034] | | | | | | [removed: 6,060] [added: 10,541] | | |

| Other long-term liabilities | | | [removed: 2,383] [added: 1,473] | | | | | | [removed: 1,787] [added: 2,383] | | |

| Total liabilities | | | [removed: 28,255] [added: 27,685] | | | | | | [removed: 21,241] [added: 28,255] | | |

| Common stock, $0.16 2/3 par; 300,000,000 shares authorized; [removed: 198,648,742] [added: 198,666,598] shares issued at December 31, [removed: 2021] [added: 2022] and [added: 198,648,742 shares issued at] December 31, [removed: 2020] [added: 2021] | | | 33 | | | | | | 33 | | |

| Capital in excess of par value | | | [removed: 3,082] [added: 3,246] | | | | | | [removed: 2,705] [added: 3,082] | | |

| Retained earnings | | | [removed: 23,086] [added: 25,492] | | | | | | [removed: 20,517] [added: 23,086] | | |

| Accumulated other comprehensive [added: (loss)] income | | | [removed: 42] [added: (1,304)] | | | | | | [removed: 391] [added: 42] | | |

| Treasury stock, at cost, [removed: 69,846,758] [added: 73,691,955] shares at December 31, [removed: 2021] [added: 2022] and [removed: 69,787,914] [added: 69,846,758] shares at December 31, [removed: 2020] [added: 2021] | | | [removed: (10,163)] [added: (12,156)] | | | | | | [removed: (9,918)] [added: (10,163)] | | |

| Noncontrolling interests | | | [removed: 23] [added: 59] | | | | | | [removed: —] [added: 23] | | |

| Total [removed: stockholders’] equity | | | [removed: 16,103] [added: 15,370] | | | | | | [removed: 13,728] [added: 16,103] | | |

| Total liabilities and [removed: stockholders’] equity | | | $ | [removed: 44,358] [added: 43,055] | | | | | $ | [removed: 34,969] [added: 44,358] | |

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Premiums | | | $ | [removed: 79,822] [added: 87,712] | | | | | $ | [removed: 74,186] [added: 79,822] | | | | | $ | [removed: 62,948] [added: 74,186] | |

| Services | | | [removed: 3,055] [added: 4,776] | | | | | | [removed: 1,815] [added: 3,055] | | | | | | [removed: 1,439] [added: 1,815] | | |

| Investment income | | | [removed: 187] [added: 382] | | | | | | [removed: 1,154] [added: 187] | | | | | | [removed: 501] [added: 1,154] | | |

| Total revenues | | | [removed: 83,064] [added: 92,870] | | | | | | [removed: 77,155] [added: 83,064] | | | | | | [removed: 64,888] [added: 77,155] | | |

| Benefits | | | [removed: 69,199] [added: 75,690] | | | | | | [removed: 61,628] [added: 69,199] | | | | | | [removed: 53,857] [added: 61,628] | | |

| Operating costs | | | [removed: 10,121] [added: 12,671] | | | | | | [removed: 10,052] [added: 10,121] | | | | | | [removed: 7,381] [added: 10,052] | | |

| Depreciation and amortization | | | [removed: 596] [added: 709] | | | | | | [removed: 489] [added: 596] | | | | | | [removed: 458] [added: 489] | | |

| Total operating expenses | | | [removed: 79,916] [added: 89,070] | | | | | | [removed: 72,169] [added: 79,916] | | | | | | [removed: 61,696] [added: 72,169] | | |

| Income from operations | | | [removed: 3,148] [added: 3,800] | | | | | | [removed: 4,986] [added: 3,148] | | | | | | [removed: 3,192] [added: 4,986] | | |

| Interest expense | | | [removed: 326] [added: 401] | | | | | | [removed: 283] [added: 326] | | | | | | [removed: 242] [added: 283] | | |

| Other [removed: (income) expense,] [added: expense (income),] net | | | [removed: (532)] [added: 68] | | | | | | [removed: 103] [added: (532)] | | | | | | [removed: (506)] [added: 103] | | |

| Receivables, net of allowances of $70 in 2022 and $83 in 2021 | | | 1,674 | | | | | | 1,814 | | |

| Total stockholders' equity | | | 15,311 | | | | | | 16,080 | | |

| Gain on sale of KAH Hospice | | | (237) | | | | | | — | | | | | | — | | |

| Net income attributable to Humana | | | $ | 2,806 | | | | | $ | 2,933 | | | | | $ | 3,367 | |

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| Distribution to noncontrolling interest holders, net | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | (1) | | | | | | (1) | | |

| Sale of KAH Hospice | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | (11) | | | | | | (11) | | |

| Acquisition | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 52 | | | | | | 52 | | |

| Other comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | | | | | (1,346) | | | | | | | | | | | | (1,346) | | | | | | | | | | | | (1,346) | | |

| Stock-based compensation | | | | | | | | | | | | | | | 216 | | | | | | | | | | | | | | | | | | | | | | | | 216 | | | | | | | | | | | | 216 | | |

| Balances, December 31, 2022 | | | 198,667 | | | | | | 33 | | | | | | 3,246 | | | | | | 25,492 | | | | | | (1,304) | | | | | | (12,156) | | | | | | 15,311 | | | | | | 59 | | | | | | 15,370 | | |

| Net income | | | $ | 2,802 | | | | | $ | 2,934 | | | | | $ | 3,367 | |

| Gain on sale of KAH Hospice | | | (237) | | | | | | — | | | | | | — | | |

| Impairment of property and equipment | | | 248 | | | | | | — | | | | | | — | | |

| Proceeds from sale of KAH Hospice, net | | | 2,701 | | | | | | — | | | | | | — | | |

Business Segment Realignment

During December 2022, we realigned our businesses into two distinct segments: Insurance and CenterWell.

The Insurance segment includes the businesses that were previously included in the Retail and Group and Specialty segments, as well as the Pharmacy Benefit Manager, or PBM, business which was previously included in the Healthcare Services segment.

The CenterWell segment (formerly Healthcare Services) represents our payor-agnostic healthcare services offerings, including pharmacy dispensing services, provider services, and home services.

In addition to the new segment classifications being utilized to assess performance and allocate resources, we believe this simpler structure will create greater collaboration across the Insurance and CenterWell businesses and will accelerate work that is underway to centralize and integrate operations within the organization.

Prior period segment financial information has been recast to conform to the 2022 presentation.

For a recast of prior period segment financial information, refer to Note 18 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Form 10-K.

These estimates are based

Value Creation Initiatives

During 2022, in order to create capacity to fund growth and investment in our Medicare Advantage business and further expansion of our healthcare services capabilities in 2023, we committed to drive additional value for the enterprise through cost saving, productivity initiatives, and value acceleration from previous investments.

As a result of these initiatives, we recorded charges of $473 million included within operating costs in the consolidated statement of income for the year ended December 31, 2022.

These charges primarily relate to $248 million in asset impairments, including software and abandonment, and $116 million of severance charges in connection with workforce optimization.

The remainder of the charges primarily relate to external consulting fees.

These charges were recorded at the corporate level and not allocated to the segments.

During 2022, we experienced lower overall utilization of the healthcare system than anticipated, as the reduction in COVID-19 utilization following the increased incidence associated with the Omicron variant outpaced the increase in non-COVID-19 utilization.

to the judgement issued by the Court of Federal Claims on July 7, 2020.

We account for these subsidies

For our pharmacy business, external pharmacy revenues include the cost of pharmaceuticals (net of rebates), a negotiated dispensing fee and customer co-payments for drugs dispensed through our CenterWell Pharmacy (our mail- order pharmacy business), CenterWell Specialty Pharmacy, and retail pharmacies jointly located within CenterWell Senior Primary Care clinics.

Pharmacy products are billed to customers based on the number of transactions occurring during the billing period.

Humana Inc.

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

| Receivables, less allowance for doubtful accounts of $83 in 2021 and $72 in 2020 | | | 1,814 | | | | | | 1,138 | | |

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| Balances, January 1, 2019 | | | 198,595 | | | | | | $ | 33 | | | | | $ | 2,535 | | | | | $ | 15,072 | | | | | $ | (159) | | | | | $ | (7,320) | | | | | — | | | | | | $ | 10,161 | |

| Proceeds from stock option exercises & other | | | 21 | | | | | | 49 | | | | | | 58 | | |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Prior to January 1, 2020, we applied the other-than-temporary impairment model for securities in an unrealized loss position which did not result in any material impairments for 2019.

not intend to sell or are not required to sell, we evaluate the expected cash flows to be received as compared to amortized cost and determine if an expected credit loss has occurred.

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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.

in consolidated net income.

more (less) complete than originally estimated using our completion factors, which may result in reserves that are higher (lower) than required.

likely than not that some portion or all of the deferred tax assets will not be realized.

or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

| | | | Kindred at Home | | |

The other intangible assets primarily consist of Certificate of Needs (CON) and Medicare licenses which have indefinite lives.

Amortizing trade names included in other intangibles assets of approximately $18 million have an estimated weighted average useful life of 10 years.

The goodwill, allocated to our Healthcare Services segment, primarily relates to the future economic benefit arising from the assets acquired and is consistent with our integrated care delivery strategy.

Approximately $132 million of the goodwill is deductible for tax purposes.

The purchase price allocation is preliminary, subject to receipt and validation of certain tax related analyses.

The results of operations and financial condition of KAH have been included in our consolidated statements of income and consolidated balance sheets from the acquisition date.

In connection with the acquisition, we recognized approximately $45 million of acquisition-related costs, primarily compensation costs as well as banker and other professional fees, in operating costs in our consolidated statements of income.

In the first quarter of 2020, we acquired privately held Enclara Healthcare, or Enclara, one of the nation’s largest hospice pharmacy and benefit management providers for cash consideration of approximately $709 million, net of cash received.

This resulted in a purchase price allocation to goodwill of $517 million, other intangible assets of $240 million, and net tangible liabilities assumed of $13 million.

The goodwill was assigned to the Healthcare Services segment.

The other intangible assets, which primarily consist of customer contracts, have an estimated weighted average useful life of 11 years.

Enclara's goodwill is not deductible for tax purposes.

condition, or cash flows.

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| Revenues | | | $ | 2,972 | | $ | 3,100 | | | | |

| Expenses | | | 2,552 | | | 2,835 | | | | | |

| December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | |

Based on our evaluation as of December 31, [removed: 2021, which excluded the impact of the acquisition of Kindred at Home, or KAH, discussed below,] [added: 2022,] 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 [added: 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: 2021, which excluded the impact of the acquisition of KAH mentioned above.][added: 2022.]

Based on our assessment, we determined that, as of December 31, [removed: 2021,] [added: 2022,] the Company’s internal control over financial reporting was effective based on those criteria.

The effectiveness of our internal control over financial [removed: reporting, which excluded the impact of the acquisition of KAH mentioned above,] [added: reporting] as of December 31, [removed: 2021] [added: 2022] 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: 122-125.][added: 127-129.]

[removed: Other than the KAH acquisition mentioned above, there] [added: There] have been no changes in the Company’s internal control over financial reporting during the quarter ended December 31, [removed: 2021] [added: 2022] 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.

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: 21, 2022] [added: 20, 2023] 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: 21, 2022.][added: 20, 2023.]

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: 21, 2022] [added: 20, 2023] 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: 21, 2022] [added: 20, 2023] 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: 21, 2022.][added: 20, 2023.]

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: 2021] [added: 2022] follows:

(4)Of the number listed above, [removed: 5,263,632 (1,503,912] [added: 4,798,324 (1,445,966] from the 2011 Plan and [removed: 3,759,720] [added: 3,352,358] from the Amended and Restated Plan) can be issued as restricted stock at December 31, [removed: 2021] [added: 2022] (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: 21, 2022,] [added: 20, 2023,] is herein incorporated by reference.

| Equity compensation plans approved by security holders (1) | | | 203,472 | | | | | | $ | 381.366 | | | | | $ | 14,541,660 | | | | | (2)(3)(4) | | |

| Total | | | 203,472 | | | | | | $ | 381.366 | | | | | $ | 14,541,660 | | | | | | | |

| 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 | | | | | | | |

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: 21, 2022] [added: 20, 2023] 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: 21, 2022] [added: 20, 2023] appearing under the caption “Audit Committee Report” of such Definitive Proxy Statement.

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

| (2) | | | | | | The following Consolidated Financial Statement [removed: Schedules are] [added: Schedule is] included herein: | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Schedule I | | | | | | Parent Company Condensed Financial Information at December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] and for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | | | | | | | | | | | | |

| [removed: [(b)](http://www.sec.gov/Archives/edgar/data/49071/000119312517368843/d508549dex3b.htm)] [added: [(b)](https://www.sec.gov/Archives/edgar/data/49071/000004907122000083/exhibit3bhumanaincamendeda.htm)] | | | Humana Inc. Amended and Restated [removed: By-Laws of Humana Inc.,] [added: By-laws,] effective as of December [removed: 14, 2017] [added: 8, 2022] (incorporated herein by reference to Exhibit 3(b) to Humana Inc.’s Current Report on Form 8-K filed on December [removed: 14, 2017).] [added: 8, 2022).] | | |

| [removed: [(e)](http://www.sec.gov/Archives/edgar/data/49071/000119312512496959/d451705dex41.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312512496959/d451705dex43.htm)[e](http://www.sec.gov/Archives/edgar/data/49071/000119312512496959/d451705dex43.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000119312512496959/d451705dex43.htm)] | | | [removed: Fifth] [added: Sixth] Supplemental Indenture, dated as of December 10, 2012, by and between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit [removed: 4.1] [added: 4.3] to Humana Inc.’s Current Report on Form 8-K filed on December 10, 2012). | | |

| [removed: [(f)](http://www.sec.gov/Archives/edgar/data/49071/000119312512496959/d451705dex43.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907120000071/form8kex4x3linked.htm)[m](http://www.sec.gov/Archives/edgar/data/49071/000004907120000071/form8kex4x3linked.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000004907120000071/form8kex4x3linked.htm)] | | | [removed: Sixth] [added: Seventeenth] Supplemental Indenture, dated [removed: as of December 10, 2012, by and] [added: March 26, 2020,] between [removed: Humana Inc.] [added: the Company] and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.3 to Humana Inc.’s Current Report on Form [removed: 8-K] [added: 8-K,] filed [removed: on December 10, 2012).] [added: March 27, 2020).] | | |

| [removed: [(g)](http://www.sec.gov/Archives/edgar/data/49071/000119312514347186/d792515dex44.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312514347186/d792515dex44.htm)[f](http://www.sec.gov/Archives/edgar/data/49071/000119312514347186/d792515dex44.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000119312514347186/d792515dex44.htm)] | | | Eighth Supplemental Indenture, dated as of September 19, 2014, by and 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 September 19, 2014). | | |

| [removed: [(h)](http://www.sec.gov/Archives/edgar/data/49071/000119312514347186/d792515dex46.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312514347186/d792515dex46.htm)[g](http://www.sec.gov/Archives/edgar/data/49071/000119312514347186/d792515dex46.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000119312514347186/d792515dex46.htm)] | | | Ninth Supplemental Indenture, dated as of September 19, 2014, by and between Humana Inc. 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 September 19, 2014). | | |

| [removed: [(i)](http://www.sec.gov/Archives/edgar/data/49071/000119312517085551/d335535dex42.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312517085551/d335535dex42.htm)[h](http://www.sec.gov/Archives/edgar/data/49071/000119312517085551/d335535dex42.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000119312517085551/d335535dex42.htm)] | | | Tenth Supplemental Indenture, dated March 16, 2017, 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 March 16, 2017). | | |

| [removed: [(j)](http://www.sec.gov/Archives/edgar/data/49071/000119312517085551/d335535dex44.htm)] [added: [(i)](http://www.sec.gov/Archives/edgar/data/49071/000119312517085551/d335535dex44.htm)] | | | Eleventh Supplemental Indenture, dated March 16, 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 March 16, 2017). | | |

| [removed: [(k)](http://www.sec.gov/Archives/edgar/data/49071/000119312517376596/d473588dex44.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex44.htm)[k](http://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex44.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex44.htm)] | | | [removed: Thirteenth] [added: Fifteenth] Supplemental Indenture, dated [removed: December 21, 2017,] [added: 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 [removed: December 21, 2017).] [added: August 15, 2019).] | | |

| [removed: [(l)](http://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex42.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex42.htm)[j](http://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex42.htm)[)](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: [(m)](http://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex44.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907120000071/form8kex4x2linked.htm)[l](http://www.sec.gov/Archives/edgar/data/49071/000004907120000071/form8kex4x2linked.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000004907120000071/form8kex4x2linked.htm)] | | | [removed: Fifteenth] [added: Sixteenth] Supplemental Indenture, dated [removed: August 15, 2019,] [added: March 26, 2020,] between [removed: Humana Inc.] [added: the Company] and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit [removed: 4.4] [added: 4.2] to Humana Inc.’s Current Report on Form [removed: 8-K] [added: 8-K,] filed [removed: on August 15, 2019).] [added: March 27, 2020).] | | |

| [removed: [(n)](http://www.sec.gov/Archives/edgar/data/49071/000004907120000071/form8kex4x2linked.htm)] [added: [(q)](https://www.sec.gov/Archives/edgar/data/49071/000119312522082811/d335183dex42.htm)] | | | [removed: Sixteenth] [added: Twenty-First] Supplemental Indenture, dated March [removed: 26, 2020,] [added: 23, 2022,] 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 [removed: 8-K,] [added: 8-K] filed [added: on] March [removed: 27, 2020).] [added: 23, 2022).] | | |

| [removed: [(o)](http://www.sec.gov/Archives/edgar/data/49071/000004907120000071/form8kex4x3linked.htm)] [added: [(r)](https://www.sec.gov/Archives/edgar/data/49071/000119312522291138/d383861dex42.htm)] | | | [removed: Seventeenth] [added: Twenty-Second] Supplemental Indenture, dated [removed: March 26, 2020,] [added: November 22, 2022,] between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit [removed: 4.3] [added: 4.2] to Humana Inc.’s Current Report on Form [removed: 8-K,] [added: 8-K] filed [removed: March 27, 2020).] [added: on November 22, 2022).] | | |

| [removed: [(p)](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex42.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex42.htm)[n](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex42.htm)[)](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). | | |

| [removed: [(q)](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex44.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex44.htm)[o](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex44.htm)[)](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). | | |

| [removed: [(r)](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex46.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex46.htm)[p](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex46.htm)[)](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). | | |

| [removed: [(](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)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907120000032/hum-20191231x10kxex4o.htm)[t](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: [(m)](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521182941/d211636dex102.htm)] [added: [(m)](https://www.sec.gov/Archives/edgar/data/49071/000119312522167326/d272127dex101.htm)] | | | 364-Day $1.5 Billion Revolving Credit Agreement, dated as of June [removed: 4, 2021,] [added: 3, 2022,] among Humana Inc., and JPMorgan Chase Bank, N.A. as Agent and as CAF Loan Agent, Bank of America, N.A. [removed: and Goldman Sachs Bank USA] as Syndication [removed: Agents,] [added: Agent,] Citibank, N.A., [added: Goldman Sachs Bank USA,] PNC Capital Markets LLC, [removed: National Association,] U.S. [removed: Bank,] [added: Bank] National Association and Wells Fargo Securities, LLC, as Documentation Agents, and JPMorgan Chase Bank, N.A., BofA Securities, Inc., Goldman Sachs Bank USA, [removed: Citibank] [added: Citibank,] N.A., PNC Capital Markets LLC, U.S. [removed: Bank,] [added: Bank] National Association and Wells Fargo Securities, LLC, as Joint-Lead Arrangers and Joint Bookrunners (incorporated herein by reference to Exhibit [removed: 10] [added: 10.1] to Humana Inc.’s Current Report on Form 8-K filed on June [removed: 4, 2021).] [added: 3, 2022).] | | |

| [removed: [(n)](https://www.sec.gov/Archives/edgar/data/49071/000004907121000136/humana-q3202110xqexhibit104.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521182941/d211636dex103.htm)[n](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521182941/d211636dex103.htm)[)](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521182941/d211636dex103.htm)] | | | [removed: $2.0 Billion] [added: $500 Million Delayed Draw] Term Loan Credit Agreement, dated as of [removed: October 29,] [added: May 28,] 2021, among Humana Inc., and JPMorgan Chase Bank, N.A. as Agent, Bank of America, [removed: N.A.,] [added: N.A. and Goldman Sachs Bank USA] as Syndication [removed: Agent,] [added: Agents, Citibank, N.A.,] PNC Capital Markets LLC, U.S. Bank, National [removed: Association,] [added: Association and] Wells Fargo Securities, LLC, [removed: Citibank, N.A., and Truist Bank,] as Documentation Agents, and [added: Goldman Sachs Bank USA, BofA Securities, Inc.,] JPMorgan Chase Bank, N.A., [removed: BofA Securities, Inc.,] [added: Citibank, N.A.,] PNC Capital Markets LLC, U.S. Bank, National [removed: Association,] [added: Association and] Wells Fargo Securities, LLC, [removed: Citibank, N.A., and Truist Securities, Inc.,] as [removed: Joint Lead] [added: Joint-Lead] Arrangers and Joint Bookrunners (incorporated herein by reference to Exhibit [removed: 10.4] [added: 10] to Humana Inc.’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarter ended September 30,] [added: 8-K filed on June 4,] 2021). | | |

| [removed: [(](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)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex101.htm)[o](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)[q](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)[p](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)[r](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)[q](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)[s](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)[r](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)[t](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)[s](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)[u](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)[t](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)[v](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)[u](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)[w](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)[v](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)[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)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907114000053/humana8-k02282014ex10.htm)[w](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)[y](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)[x](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)[z](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)[y](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)[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)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10aa.htm)[z](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)[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)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907114000121/humana8-k10062014ex10.htm)[aa](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)[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)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10jj.htm)[bb](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)[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)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10kk.htm)[cc](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/49071/000004907119000023/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)] [added: [(](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)] | | | 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 10(gg) 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)[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)] [added: [(](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)] | | | Form of Company’s Incentive Stock Option Agreement and Agreement not to Compete or Solicit under the 2011 Stock Incentive Plan (incorporated herein by reference to Exhibit 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-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)] [added: [(](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)] | | | Form of Company’s Stock Option Agreement and Agreement not to Compete or Solicit under the 2011 Stock Incentive Plan (Non-Qualified Stock Options) (incorporated herein by reference to Exhibit 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-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)] [added: [(](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)] | | | 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). | | |

| [(s)](https://www.sec.gov/Archives/edgar/data/49071/000119312522291138/d383861dex44.htm) | | | Twenty-Third Supplemental Indenture, dated November 22, 2022, 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 November 22, 2022). | | |

| Investment in subsidiaries | | | 27,905 | | | | | | 26,885 | | |

| Total revenues | | | 1,466 | | | | | | 1,367 | | | | | | 2,979 | | |

| Total expenses | | | 2,681 | | | | | | 2,205 | | | | | | 2,884 | | |

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

Services Fee

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

| | | | | | | Schedule II | | | | | | Valuation and Qualifying Accounts for the years ended December 31, 2021, 2020 and 2019 | | | | | | | | | | | | | | |

| | | | | | |

| [(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). | | |

| [(](https://www.sec.gov/Archives/edgar/data/0000049071/000004907121000039/ex10pp-annualpsu100at3yr.htm)[qq](https://www.sec.gov/Archives/edgar/data/0000049071/000004907121000039/ex10pp-annualpsu100at3yr.htm)[)*](https://www.sec.gov/Archives/edgar/data/0000049071/000004907121000039/ex10pp-annualpsu100at3yr.htm) | | | Form of Company’s Restricted Stock Unit Agreement with Performance Vesting and Agreement not to Compete or Solicit under the Amended and Restated Humana Inc. Stock Incentive Plan (incorporated herein by reference to Exhibit 10(pp) to Humana Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020). | | |

| [(](https://www.sec.gov/Archives/edgar/data/0000049071/000004907121000039/ex10qq-newhirersu3yr33.htm)[rr](https://www.sec.gov/Archives/edgar/data/0000049071/000004907121000039/ex10qq-newhirersu3yr33.htm)[)](https://www.sec.gov/Archives/edgar/data/0000049071/000004907121000039/ex10qq-newhirersu3yr33.htm)[*](https://www.sec.gov/Archives/edgar/data/0000049071/000004907121000039/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) (incorporated herein by reference to Exhibit 10(qq) to Humana Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020). | | |

| [(](https://www.sec.gov/Archives/edgar/data/0000049071/000004907121000039/ex10rr-annualrsu3yr33.htm)[ss](https://www.sec.gov/Archives/edgar/data/0000049071/000004907121000039/ex10rr-annualrsu3yr33.htm)[)*](https://www.sec.gov/Archives/edgar/data/0000049071/000004907121000039/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) (incorporated herein by reference to Exhibit 10(rr) to Humana Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020). | | |

Humana Inc.

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

| Investments in subsidiaries | | | 26,885 | | | | | | 17,005 | | |

| Equity method investment | | | 52 | | | | | | 1,147 | | |

| Long-term investment securities | | | 207 | | | | | | 836 | | |

| | | | 1,367 | | | | | | 2,979 | | | | | | 1,817 | | |

| | | | 2,205 | | | | | | 2,884 | | | | | | 2,206 | | |

Management Fee

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended December 31, 2021, 2020, and 2019

(in millions)

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

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

| | | | | | | | | | | | | Additions | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Balance at Beginning of Period | | | | | | Charged (Credited) to Costs and Expenses | | | | | | Charged to Other Accounts (1) | | | | | | Deductions or Write-offs | | | | | | Balance at End of Period | | |

| Allowance for loss on receivables: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2020 | | | | | | 69 | | | | | | 36 | | | | | | (1) | | | | | | (32) | | | | | | 72 | | |

| 2019 | | | | | | 79 | | | | | | (1) | | | | | | — | | | | | | (9) | | | | | | 69 | | |

| Deferred tax asset valuation allowance: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| 2020 | | | | | | (45) | | | | | | 8 | | | | | | — | | | | | | — | | | | | | (37) | | |

| 2019 | | | | | | (54) | | | | | | 9 | | | | | | — | | | | | | — | | | | | | (45) | | |

(1)Represents changes in retroactive membership adjustments to premiums revenue and contractual allowances adjustments to services revenue as more fully described in Note 2 to the consolidated financial statements included in this annual report on Form 10-K.

| | | | Date: | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ SUSAN M. DIAMOND | | | | | | Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ [removed: CYNTHIA H. ZIPPERLE] [added: JOHN-PAUL W. FELTER] | | | | | | Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer) | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ BRUCE D. BROUSSARD | | | | | | President and Chief Executive Officer, Director (Principal Executive Officer) | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ KURT J. HILZINGER | | | | | | Chairman of the Board | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ RAQUEL C. BONO, M.D. | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ FRANK A. D’AMELIO | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ WAYNE A. I. FREDERICK, M.D. | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ JOHN W. GARRATT | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ DAVID A. JONES, JR. | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ KAREN W. KATZ | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ MARCY S. KLEVORN | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ WILLIAM J. MCDONALD | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ JORGE S. MESQUITA | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |

| /s/ JAMES J. O’BRIEN | | | | | | Director | | | | | | February [removed: 17, 2022] [added: 16, 2023] | | |