Humana (HUM) 10-K risk factor changes: FY2023 vs FY2022

- changes in our purchase discounts or [removed: pharmacy volume] rebates received from [removed: drug] manufacturers and [removed: wholesalers, which are generally passed on to clients in the form of steeper price discounts;][added: wholesalers;]

- catastrophes, including acts of terrorism, public health emergencies, epidemics or pandemics (such as [removed: the spread of COVID-19] [added: 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 impact of global climate change;

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: inflation,and] [added: inflation, and] implementation of regulatory requirements may increase our operating expenses.

Factors such as business consolidations, strategic alliances, legislative [added: and regulatory] reform, and marketing practices create pressure to contain premium price increases, despite being faced with increasing medical and administrative costs.

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

Our future performance depends in large part upon our ability to execute our strategy, including opportunities created by the expansion of our Medicare programs, our strategy with respect to state-based contracts, including [added: those covering members dually eligible for the Medicare and Medicaid programs, the growth of our pharmacy,]

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

If we, and the third-party service providers on whom we rely, are unable to defend our information technology [removed: security] systems against cybersecurity [added: attacks, contain such] attacks [added: when they occur,] 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 or penalties, liability or reputational damage, or experience a material adverse effect on our results of operations, financial position, and cash flows.

In the ordinary course of our business, we process, store and transmit large amounts of data, and rely on 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 [removed: third-party.][added: third-party with which we do business.]

We have been, and will likely continue to be, regular targets of attempted cybersecurity attacks and other security threats and may [removed: be] [added: be, and have been,] subject to breaches of our information technology [removed: security systems.][added: systems, including breaches of the information technology systems of third-party service providers.]

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: 2022,] [added: 2023,] 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 [removed: threats] [added: threats, or that such an attack will not be material to our business,] in the future.

A cybersecurity attack may penetrate our layered security controls and [removed: misappropriate] [added: lead to the misappropriation of] or compromise [added: of] sensitive personal information or proprietary or confidential [removed: information or that of third-parties,] [added: information,] create system disruptions, cause shutdowns, or deploy viruses, [removed: worms,] [added: ransomware,] and other malicious software programs that attack our systems.

A cybersecurity attack that bypasses our [removed: IT security] [added: information technology] systems, or the security of third-party service providers, could materially affect us due to the theft, destruction, loss, misappropriation or release of confidential [removed: data] [added: information] or intellectual property, operational or business delays resulting from the disruption of our IT systems, [added: extortion attempts,] 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 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, [removed: could] [added: can] 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, [added: or against our health plans] 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; [removed: 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 associated with our in-house dispensing pharmacies; and professional liability claims arising out of the delivery of healthcare and related services to the public.

A significant portion of our revenues relates to federal and state government health care coverage programs, including the Medicare, [removed: military,] [added: military services,] and Medicaid programs.

These programs accounted for approximately [removed: 88%] [added: 91%] of our total premiums and services revenue for the year ended December 31, [removed: 2022.][added: 2023.]

- At December 31, [removed: 2022,] [added: 2023,] under our contracts with CMS we provided health insurance coverage to approximately [removed: 771,900] [added: 851,300] individual Medicare Advantage members in Florida.

These contracts accounted for approximately 14% of our total premiums and services revenue for the year ended December 31, [removed: 2022.][added: 2023.]

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 changes to the Part D prescription drug benefit design [added: (such as the changes to plan sponsor liability across the different Part D coverage phases that will apply beginning in plan year 2025)] 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.

- Our military services business, which accounted for approximately 1% of our total premiums and services revenue for the year ended December 31, [removed: 2022,] [added: 2023,] primarily consisted of the TRICARE T2017 East Region contract.

The T2017 East Region contract [removed: is a consolidation of the former T3 North and South Regions, comprising] [added: comprises] 32 states and [added: covers] approximately [removed: six] [added: 6.0] million TRICARE beneficiaries, under which delivery of health care services commenced on January 1, 2018.

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

We believe that the Final RADV Rule fails to address adequately the statutory requirement of actuarial [removed: equivalence.][added: equivalence and violates the Administrative Procedure Act (“APA”).]

[removed: Further,] Humana’s actuarially certified bids through PY 2023 preserved Humana’s position that CMS [added: should apply an FFS Adjuster in any RADV audit that CMS intends to extrapolate.]

[removed: As we explore our legal options and compliance obligations, we] [added: 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.

The estimate of the settlement associated with these risk corridor provisions requires us to consider factors that may not be [removed: certain,] [added: certain until CMS completes the applicable final payment year reconciliation,] including member eligibility differences with [removed: CMS.][added: CMS incurred allowable drug costs after rebates and other discounts, and low-income subsidy amounts.]

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

[removed: 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), 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, the introduction of plan designs based on set actuarial values, and changes to the Part D prescription drug benefit design.

It is reasonably possible that these laws and regulations, as well as other current or future legislative, judicial or regulatory [removed: changes (including further legislative or regulatory action taken in response to COVID-19),] [added: changes,] including restrictions on our ability to manage our provider [removed: network] [added: network, market and sell our products,] 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 [added: (and uncertainty arising from the implementation of these changes)] 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 [added: our expenses associated with assessments); our financial position (including our ability to maintain the value of our goodwill); and our cash flows.]

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

[added: such] restructuring [removed: or reorganization of our business, may result in] [added: will be possible or, if possible, would not have] a material adverse effect on our results of operations, financial position, or cash flows.

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

In any particular market, providers could refuse to contract with us, demand higher payments, or take other actions that could result in higher health care costs for us, less desirable products for customers and members or [removed: difficulty meeting regulatory or accreditation requirements.]

In addition, our healthcare services businesses contract with competitors of our health benefits businesses, and these businesses could [removed: suffer] [added: be materially impacted] if they are unable to maintain relationships with these companies, or fail to adequately [removed: price] [added: negotiate the terms of] their contracts with these third-party [added: payers, including the price and other terms of fixed fee (or capitated) agreements under which our primary care business assumes the risk that the actual cost of a basket of services provided to a patient exceeds the reimbursement provided by the health plan third-party] payers.

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 [added: terrorism, public health emergencies, epidemics or pandemics (such as 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.]

[removed: Certain of our] insurance subsidiaries operate in states that regulate the payment of dividends, loans, administrative expense reimbursements or other cash transfers to Humana Inc., and require minimum levels of equity as well as limit investments to approved securities.

While there is no assurance in the current economic environment, [removed: including the heightened uncertainty created by the COVID-19 pandemic,] we have no reason to believe the lenders participating in our credit agreement will not be willing and able to provide financing in accordance with the terms of the agreement.

- pharmacy volume rebates received from drug manufacturers, which in Medicare Part D are fully reported to CMS and factored into member premium pricing and CMS reimbursement to the plan;

The T2017 East Region contract, which was originally set to expire on December 31, 2022, was subsequently extended by the United States Department of Defense, or DoD, and is currently scheduled to expire on December 31, 2024 unless further extended.

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

The T-5 East Region contract comprises 24 states and Washington, D.C., and covers approximately 4.6 million beneficiaries.

The transition period for the T-5 contract began in January 2024 and will overlap the final year of the T2017 contract.

The T-5 East Region contract includes certain provisions pursuant to which we have guaranteed certain discounts to expected costs over the life of the contract.

The loss of the T2017 or T-5 East Region contracts, should either occur, or our failure to deliver

CMS failed to meet its legal obligations in the federal rulemaking process to give a reasoned justification for the rule or provide a meaningful opportunity for public comment.

They also chose to apply the rule retroactively rather than prospectively, as required by law.

On September 1, 2023, Humana Inc. and Humana Benefit Plan of Texas, Inc. filed suit against the United States Department of Health and Human Services, and Xavier Becerra in his official capacity as Secretary, in the United States District Court, Northern District of Texas, Fort Worth Division seeking a determination that the Final RADV Rule violates the APA and should be set aside.

- Our primary care and home health businesses derive a substantial portion of their revenues from third-party payors and directly from the federal and state governments through participation in fee-for-service Medicare.

This concentration of revenues subjects these businesses to reductions in Medicare reimbursement rates or changes in the rules governing the Medicare program, including changes to CMS’s risk adjustment model that may apply to our primary care business through its contracts with third-party payors.

It is reasonably possible that such changes in reimbursement rates or changes to the Medicare programs in which our primary care and home health business participate may have a material adverse effect on our results of operations, financial position, or cash flows.

The Patient Protection and Affordable Care Act and The Health Care and Education Reconciliation Act of 2010 (which we collectively refer to as the Health Care Reform Law), the Families First Coronavirus Response Act (the

There can be no assurances that any

difficulty meeting regulatory or accreditation requirements.

Certain of our

Volatility or disruption in the securities and credit markets, including changes in interest rates, may significantly and adversely affect the value of our investment portfolio and the investment income that we derive from this portfolio.

Ongoing volatility or disruption in the securities and credit markets, including changes in interest rates, may significantly and adversely affect the value of our significant investment portfolio and the investment income that we derive from this portfolio.

In addition, contracts for the sale of group commercial products are generally bid upon or renewed annually.

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.

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.

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

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

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

There can be no assurances that any such restructuring will be possible or, if possible, would not have a material adverse effect on our results of operations, financial position, or cash flows.

including the elimination of the CON requirement, the intangible value associated with these CONs may be impaired.

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.

The securities and credit markets may experience volatility and disruption, which may adversely affect our business.

Ongoing volatility or disruption in the securities and credit markets could impact our investment portfolio.

The spread of, and response to, COVID-19 underscores certain risks we face, including those discussed above, and the ongoing, heightened uncertainty created by the pandemic precludes any prediction as to the ultimate adverse impact to us of COVID-19.

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

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

In addition, we are offering,

and have been mandated by legislative and regulatory action (including the Families First Act and CARES Act) to provide, certain expanded benefit coverage to our members, such as waiving, or reimbursing, certain costs for COVID-19 testing, vaccinations and treatment.

These measures taken by us, or governmental action, to respond to the ongoing impact of COVID-19 (including further expansion or modification of the services delivered to our members, the adoption or modification of regulatory requirements associated with those services and the costs and challenges associated with ensuring timely compliance with such requirements), and the potential for widespread testing, treatments and the distribution and administration of COVID-19 vaccines, could adversely impact our profitability.

The spread and impact of COVID-19 and additional variants, or actions taken to mitigate this spread, could have material and adverse effects on our ability to operate effectively, including as a result of the complete or partial closure of facilities or labor shortages.

Disruptions in public and private infrastructure, including communications, availability of in-person sales and marketing channels, financial services and supply chains, could materially and adversely disrupt our normal business operations.

A significant subset of our and our third party providers’ employee populations are in a remote work environment in an effort to mitigate the spread of COVID-19, which may exacerbate certain risks to our business, including an increased demand for information technology resources, increased risk of phishing and other cybersecurity attacks, and increased risk of unauthorized dissemination of sensitive personal, or proprietary and/or confidential information.

The continued COVID-19 pandemic has severely impacted global economic activity, including the businesses of some of our commercial customers, and caused significant volatility and negative pressure in the financial markets.

In addition to disrupting our operations, these developments may adversely affect the timing of commercial customer premium collections and corresponding claim payments, the value of our investment portfolio, or future liquidity needs.

The ongoing, heightened uncertainty created by the pandemic precludes any prediction as to the ultimate adverse impact to us of COVID-19.

We are continuing to monitor the spread of COVID-19, changes to our benefit coverages, and the ongoing costs and business impacts of dealing with COVID-19, including the potential costs and impacts associated with lifting, or reimposing, restrictions on movement and economic activity, the timing and degree in resumption of demand for deferred healthcare services, the pace of administration of COVID-19 vaccines and the effectiveness of those vaccines, and related risks.

The magnitude and duration of the pandemic remains uncertain, and its ultimate impact on our business, results of operations, financial position, and cash flows could be material.

*For discussion of [removed: 2020] [added: 2021] items and year-over-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] that are not included in this [removed: 2022 10-K and were not impacted by our segment realignment,] [added: 2023 Form 10-K,] refer to "Item 7.

– Management Discussion and Analysis of Financial Condition and Results of Operations" found in our Form 10-K for the year ended December 31, [removed: 2021,] [added: 2022,] that was filed with the Securities and Exchange Commission on February [removed: 17, 2022.*][added: 16, 2023.*]

[removed: Our] [added: These] efforts are leading to a better quality of life for people with Medicare, [added: Medicaid,] families, individuals, military service personnel, and communities at large.

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

On August 11, 2022, we completed the sale of a 60% interest in [removed: Humana’s Kindred at Home] [added: Gentiva (formerly Kindred)] Hospice [removed: 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 [removed: KAH] [added: Gentiva] Hospice to Humana of $1.9 billion.

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

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

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

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

[removed: Value Creation Initiatives][added: | Value creation initiatives | | | 436 | | | | | | 473 | | |]

[removed: During 2022, in] [added: In] order to create capacity to fund growth and investment in our Medicare Advantage business and further expansion of our healthcare services capabilities [added: beginning] in [removed: 2023,] [added: 2022,] 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 [added: $436 million and] $473 million [removed: included] [added: in 2023 and 2022, respectively,] within operating costs in the consolidated [removed: statement] [added: statements] of [removed: income for the year ended December 31, 2022.][added: income.]

[removed: These] [added: The value creation initiative] charges primarily relate to [added: $237 million and] $248 million in asset [removed: impairments, including software] [added: impairments in 2023] and [removed: abandonment,] [added: 2022, respectively, as well as $199 million] and $116 million [removed: of] [added: in] severance charges in connection with workforce [removed: optimization.][added: optimization in 2023 and 2022, respectively.]

The remainder of the [added: 2022] charges primarily relate to external consulting fees.

The CenterWell segment (formerly Healthcare Services) represents our payor-agnostic healthcare services offerings, including pharmacy [removed: dispensing services, provider services,] [added: solutions, primary care,] and home [removed: services.][added: solutions.]

[removed: Prior period] [added: 2021] segment financial information [removed: has been] [added: was] recast to conform to the 2022 presentation.

[removed: For a recast] [added: Our favorable development for each] of [removed: prior period segment financial information, refer to] [added: the years presented above is discussed further in] Note [removed: 18] [added: 11] 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 [removed: pharmacy, provider services,] [added: pharmacy solutions, primary care,] and home solutions operations.

The segment also includes our strategic partnerships with WCAS to develop and operate senior-focused, payor-agnostic, primary care centers, as well as our minority ownership interest in [removed: hospice] [added: Gentiva Hospice] operations.

[removed: Services offered by] this segment are designed to enhance the overall healthcare experience.

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

Transactions between reportable segments primarily consist of sales of services rendered by our CenterWell segment, primarily [removed: pharmacy, provider,] [added: pharmacy solutions, primary care,] and home [removed: services,] [added: solutions,] to our Insurance segment customers.

The Insurance segment also experiences seasonality in the [added: commercial] fully-insured product offering.

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

[removed: In addition, the] [added: The] 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.

At December 31, [removed: 2022,] [added: 2023,] approximately [removed: 3,175,500] [added: 3,764,300] members, or 70%, of our individual Medicare Advantage members were in value-based relationships under our integrated care delivery model, as compared to [removed: 3,009,600] [added: 3,175,500] members, or [removed: 68%,] [added: 70%,] at December 31, [removed: 2021.][added: 2022.]

- On [removed: February 1, 2023,] [added: January 31, 2024,] Centers for Medicare & Medicaid Services, or CMS, issued its preliminary [removed: 2024] [added: 2025] 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 rates on or before April [removed: 3, 2023,] [added: 1, 2024,] or the Final Notice.

In the Advance Notice, CMS estimates Medicare Advantage plans across the sector will, on average, experience a [removed: 2.27%] [added: 0.16%] decrease in benchmark funding based on proposals included therein.

[removed: The company continues] [added: We will continue] to analyze the Advance [removed: 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,] [added: Notice] and will [removed: be drawing] [added: draw] upon [removed: its] [added: our] program expertise to provide CMS formal commentary on the impact of the Advance Notice and the related impact [removed: on] [added: upon] Medicare beneficiaries’ quality of [removed: care] [added: care, affordability,] and service to its members through the Medicare Advantage program.

- Net income [added: attributable to Humana] was [removed: $2.8] [added: $2.5] billion, or [removed: $22.08] [added: $20.00] per diluted common share, and [removed: $2.9] [added: $2.8] billion, or [removed: $22.67] [added: $22.08] per diluted common share, in [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

This comparison was significantly impacted by the gain on [removed: KAH equity method investment recognized in August 2021,] [added: sale of Gentiva Hospice,] put/call valuation adjustments associated with non-consolidating minority interest investments, transaction and integration costs, the change in the fair [added: market] value of publicly-traded equity securities, [added: an accrued charge related to certain litigation expenses,] charges associated with [removed: productivity initiatives related to previously disclosed $1 billion] value creation [removed: plan,] [added: initiatives,] and [removed: the net gain on the sale of KAH Hospice.][added: impairment charges.]

The impact of these adjustments to our consolidated income before income taxes and equity in net [removed: (losses)] earnings and diluted earnings per common share was as follows for the [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] periods:

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Gain on sale of [removed: KAH] [added: Gentiva] Hospice | | | [removed: (237)] [added: $] | [added: —] | | | | | [removed: —] [added: $] | [added: (237)] | |

| Put/call valuation adjustments associated with our [removed: non consolidating] [added: non-consolidating] minority interest investments | | | [removed: 68] [added: 320] | | | | | | [removed: 597] [added: 68] | | |

| Transaction and integration costs | | | [removed: 105] [added: (48)] | | | | | | [removed: 128] [added: 105] | | |

| Change in [removed: the] fair [added: market] value of publicly-traded equity securities | | | [removed: 123] [added: (1)] | | | | | | [removed: 341] [added: 123] | | |

| Gain on sale of [removed: KAH] [added: Gentiva] Hospice | | | [removed: (1.86)] [added: $] | [added: —] | | | | | [removed: —] [added: $] | [added: (1.86)] | |

| Put/call valuation adjustments associated with our [removed: non consolidating] [added: non-consolidating] minority interest investments | | | [removed: 0.53] [added: 2.57] | | | | | | [removed: 4.62] [added: 0.53] | | |

Humana Inc., headquartered in Louisville, Kentucky, is committed to putting health first – for our teammates, our customers, and our company.

Through our Humana insurance services, and our CenterWell health care services, we make it easier for the millions of people we serve to achieve their best health – delivering the care and service they need, when they need it.

Employer Group Commercial Medical Products Business Exit

In February 2023, we announced our planned exit from the Employer Group Commercial Medical Products business, which includes all fully insured, self-funded and Federal Employee Health Benefit medical plans, as well as associated wellness and rewards programs.

No other Humana health plan offerings are materially affected.

Following a strategic review, we determined the Employer Group Commercial Medical Products business was no longer positioned to sustainably meet the needs of commercial members over the long term or support our long-term strategic plans.

The exit from this line of business will be phased over the 18 to 24 months following our February 2023 announcement.

The COVID-19 National Emergency declared in 2020 was terminated on April 10, 2023 and the Public Health Emergency expired on May 11, 2023.

Value Creation Initiatives and Impairment Charges

We expect to incur additional charges through the end of 2024.

During 2023, we also recorded severance charges of $70 million within operating costs in our consolidated statement of income as a result of our exit from the Employer Group Commercial Medical Products business and impairment charges of $91 million, including $55 million relating to indefinite-lived intangibles.

The indefinite-lived intangibles impairment charges were included within operating costs in our consolidated statement of income with the remaining impairment charges included within investment income.

The Employer Group Commercial Fully-Insured business did not impact the Insurance segment benefit ratio for the year ended December 31, 2023 and increased the Insurance segment benefit ratio by 10 basis points for the year ended December 31, 2022.

The Insurance segment may experience adverse impacts in the operating cost ratio as a result of our Employer Group Commercial Medical Products exit phased over the 18 to 24 months following our February 2023 announcement.

The Employer Group Commercial Fully-Insured business increased the Insurance segment operating cost ratio by 30 basis points and increased the Insurance segment operating cost ratio by 40 basis points for the years ended December 31, 2023 and 2022, respectively.

Based on our preliminary analysis using the same factors included in CMS’ estimate, the components of which are detailed on CMS’ website, we anticipate the proposals in the Advance Notice would result in a change to our benchmark funding that is approximately 160 basis points worse than our expectation of a flat rate environment.

This difference is primarily due to the proposed effective growth rate restatements, which we did not anticipate in light of the higher medical cost trends experienced across the industry, as well as the negative impact of CMS’ proposed normalization factors.

As part of our typical engagement with the agency, we will provide actuarial data with respect to our concerns regarding these items.

| | | | 2023 | | | | | | 2022 | | |

| Accrued charge related to certain anticipated litigation expenses | | | 105 | | | | | | — | | |

| Impairment charges | | | 91 | | | | | | — | | |

| Total | | | $ | 903 | | | | | $ | 532 | |

| | | | 2023 | | | | | | 2022 | | |

| Accrual charge related to certain anticipated litigation expenses | | | 0.84 | | | | | | — | | |

| Value creation initiatives | | | 3.50 | | | | | | 3.72 | | |

| Impairment charges | | | 0.73 | | | | | | — | | |

| Total | | | $ | 5.58 | | | | | $ | 2.67 | |

Regulatory Environment

The following discussion primarily details our results of operations for the year ended December 31, 2023, or the 2023 period, and the year ended December 31, 2022, or the 2022 period.

| Insurance premiums | | | $ | 101,272 | | | | | $ | 87,712 | | | | | $ | 13,560 | | | | | 15.5 | | % |

| Insurance | | | 1,000 | | | | | | 850 | | | | | | 150 | | | | | | 17.6 | | % |

| CenterWell | | | 3,033 | | | | | | 3,926 | | | | | | (893) | | | | | | (22.7) | | % |

| Investment income | | | 1,069 | | | | | | 382 | | | | | | 687 | | | | | | 179.8 | | % |

| Total revenues | | | 106,374 | | | | | | 92,870 | | | | | | 13,504 | | | | | | 14.5 | | % |

| Benefits | | | 88,394 | | | | | | 75,690 | | | | | | 12,704 | | | | | | 16.8 | | % |

| Operating costs | | | 13,188 | | | | | | 12,671 | | | | | | 517 | | | | | | 4.1 | | % |

| Total operating expenses | | | 102,361 | | | | | | 89,070 | | | | | | 13,291 | | | | | | 14.9 | | % |

| Other expense, net | | | 137 | | | | | | 68 | | | | | | 69 | | | | | | 101.5 | | % |

| Net income | | | $ | 2,484 | | | | | $ | 2,802 | | | | | $ | (318) | | | | | (11.3) | | % |

The consolidated benefit ratio increased 100 basis points from 86.3% in the 2022 period to 87.3% in the 2023 period primarily due to investments in the benefit design of our Medicare Advantage products for 2023, higher than anticipated Medicare Advantage utilization trends, which further increased in the fourth quarter of 2023, driven by inpatient utilization, primarily for the months of November and December, and non-inpatient trends, predominately in the categories of physician, outpatient surgeries and supplemental benefits, as well as the impact of continued individual Medicare Advantage growth following the 2023 Annual Election Period, or AEP, including a high proportion of age-ins, which typically have a higher benefits expense ratio initially than the average new member.

Humana Inc., headquartered in Louisville, Kentucky, is a leading health and well-being company committed to helping our millions of medical and specialty members achieve their best health.

Our successful history in care delivery and health plan administration is helping us create a new kind of integrated care with the power to improve health and well‐being and lower costs.

To accomplish that, we support physicians and other health care professionals as they work to deliver the right care in the right place for their patients, our members.

Our range of clinical capabilities, resources and tools, such as in‐home care, behavioral health, pharmacy services, data analytics and wellness solutions, combine to produce a simplified experience that makes health care easier to navigate and more effective.

Kindred at Home Acquisition

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

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

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

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

The

As a result, the profitability of each segment is interdependent.

Similar impacts and seasonal disruptions from either higher or lower utilization are expected to persist as we respond to and recover from the COVID-19 global health crisis.

Further the benchmark 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 result, on average, in a change relatively in line with 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.

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.

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

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

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

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

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

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

Health Care Reform

– Financial Statements and Supplementary Data in this 2022 Form 10-K.

Consolidated

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

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

| | | | | | | | | | | | | | | | Change | | | | | | | | |

| | | | (dollars in millions, except per common share results) | | | | | | | | | | | | | | | | | | | | |

| Revenues: | | | | | | | | | | | | | | | | | | | | | | | |

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

| 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 | | % |

| Investment income | | | 382 | | | | | | 187 | | | | | | 195 | | | | | | 104.3 | | % |

| Total revenues | | | 92,870 | | | | | | 83,064 | | | | | | 9,806 | | | | | | 11.8 | | % |

| Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | |

| Benefits | | | 75,690 | | | | | | 69,199 | | | | | | 6,491 | | | | | | 9.4 | | % |

| Operating costs | | | 12,671 | | | | | | 10,121 | | | | | | 2,550 | | | | | | 25.2 | | % |

| Total operating expenses | | | 89,070 | | | | | | 79,916 | | | | | | 9,154 | | | | | | 11.5 | | % |

There were no borrowings outstanding under our credit agreements at December 31, [removed: 2022] [added: 2023] or December 31, [removed: 2021.][added: 2022.]

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: 2022.][added: 2023.]

Our net unrealized position [removed: decreased $1.7] [added: increased $0.4] billion from a net unrealized [removed: gain] [added: loss] position of [removed: $57 million] [added: $1.7 billion] at December 31, [removed: 2021] [added: 2022] to a net unrealized loss position of [removed: $1.7] [added: $1.3] billion at December 31, [removed: 2022.][added: 2023.]

At December 31, [removed: 2022,] [added: 2023,] we had gross unrealized losses of [removed: $1.7] [added: $1.3] 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: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

The average duration of our investment portfolio, including cash and cash equivalents, was approximately [removed: 3.2] [added: 3.0] years as of December 31, [removed: 2022] [added: 2023] and [removed: 3.6] [added: 3.2] years [added: as of December 31, 2022.]

Based on the duration including cash equivalents, a 1% increase in interest rates would generally decrease the December 31, [removed: 2022] [added: 2023] fair value of our securities by approximately [removed: $603] [added: $656] million.

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

The evaluation was based on our investment portfolio and our outstanding indebtedness at December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

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

| Interest expense (b) | | | | | | [removed: 7] [added: 129] | | | | | | [removed: 7] [added: 86] | | | | | | [removed: 7] [added: 43] | | | | | | [removed: (35)] [added: (43)] | | | | | | [removed: (70)] [added: (86)] | | | | | | [removed: (105)] [added: (129)] | | |

(a)As of December 31, [removed: 2022,] [added: 2023,] none of our investments had interest rates below 1%.

As of December 31, [removed: 2021,] [added: 2022,] some of our investments had interest rates below [removed: 1% ,] [added: 1%,] so the assumed hypothetical change in pretax earnings does not reflect the full 1% point reduction.

(b)The interest rate under our senior notes, which represent [removed: 90%] [added: 93%] of total debt, is fixed, unaffected by changes in interest rates.

We [removed: had $500 million] [added: did not have any variable rate term loans at December 31, 2023] and [removed: $2.5] [added: had $0.5] billion of variable rate term loans at December 31, 2022 [removed: and December 31, 2021, respectively,] [added: which were] used to fund the August 2021 KAH acquisition.

There were no borrowings outstanding under the credit agreement at December 31, [removed: 2022] [added: 2023] or December 31, [removed: 2021.][added: 2022.]

There was [removed: $595] [added: $871] million and [removed: $955] [added: $595] million outstanding under our commercial paper program at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

As of December 31, [added: 2023 and December 31,] 2022, our interest [removed: rate] [added: rates] under our commercial paper program was not less than 1%.

following table.

| As of December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Investment income (a) | | | | | | $ | (338) | | | | | $ | (222) | | | | | $ | (111) | | | | | $ | 111 | | | | | $ | 224 | | | | | $ | 336 | |

| Pretax | | | | | | $ | (209) | | | | | $ | (136) | | | | | $ | (68) | | | | | $ | 68 | | | | | $ | 138 | | | | | $ | 207 | |

as of December 31, 2021.

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

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

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

As of December 31, 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.

Headquartered in Louisville, Kentucky, Humana Inc. and its subsidiaries, referred to throughout this document as “we,” “us,” “our,” the “Company” or “Humana,” is [removed: a leading health and well-being company] committed to [removed: helping] [added: putting health first – for] our [removed: millions of medical] [added: teammates, our customers,] and [removed: specialty members achieve their best health.][added: our company.]

[removed: Our] [added: These] efforts are leading to a better quality of life for people with Medicare, [added: Medicaid,] families, individuals, military service personnel, and communities at large.

As of December 31, [removed: 2022,] [added: 2023,] we had approximately 17 million members in our medical benefit plans, as well as approximately 5 million members in our specialty products.

During [removed: 2022, 82%] [added: 2023, 84%] of our total premiums and services revenue were derived from contracts with the federal government, including 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: 771,900] [added: 851,300] members as of December 31, [removed: 2022.][added: 2023.]

This Annual Report on Form 10-K, or [removed: 2022] [added: 2023] Form 10-K, contains both historical and forward-looking information.

[removed: – Risk Factors in] [added: See Part I, Item 1A, "Risk Factors" of] this [removed: 2022] Form 10-K for a description of a number of factors that may adversely affect our results or business.

The CenterWell segment (formerly Healthcare Services) represents our payor-agnostic healthcare services offerings, including pharmacy [removed: dispensing services, provider services,] [added: solutions, primary care,] and home [removed: services.][added: solutions.]

[removed: 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.

[removed: Prior period] [added: 2021] segment financial information [removed: has been] [added: was] recast to conform to the 2022 presentation.

For [removed: a recast] [added: additional information on the sale] of [removed: prior period segment financial information,] [added: Gentiva Hospice,] refer to Note [removed: 18] [added: 3] to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Form 10-K.

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

The following table presents our premiums and services revenue for the Insurance segment by product for the year ended December 31, [removed: 2022:][added: 2023:]

| Individual Medicare Advantage | | | | | | $ | [removed: 65,591] [added: 78,837] | | | | | [removed: 70.9] [added: 74.9] | | % |

| Group Medicare Advantage | | | | | | [removed: 7,297] [added: 6,869] | | | | | | [removed: 7.9] [added: 6.5] | | % |

| Medicare stand-alone PDP | | | | | | [removed: 2,269] [added: 2,189] | | | | | | [removed: 2.5] [added: 2.1] | | % |

| Commercial fully-insured | | | | | | [removed: 3,733] [added: 3,527] | | | | | | [removed: 4.0] [added: 3.3] | | % |

| Services [added: revenue] | | | | | | [removed: 850] [added: 1,000] | | | | | | 0.9 | | % |

| Total [added: Insurance segment] premiums and services revenue | | | | | | $ | [removed: 88,562] [added: 102,272] | | | | | [removed: 95.8] [added: 97.1] | | % |

[removed: Pursuant to Medicare Part C, Medicare] Advantage [removed: organizations contract with CMS to offer Medicare Advantage] plans to provide benefits at least comparable to those offered under Medicare FFS.

[added: Our Medicare] Advantage, or MA, plans are discussed in the following sections.

[removed: 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.

At December 31, [removed: 2022,] [added: 2023,] we provided health insurance coverage under CMS contracts to approximately [removed: 4,565,600] [added: 5,408,900] individual Medicare Advantage members, including approximately [removed: 771,900] [added: 851,300] members in Florida.

These Florida contracts accounted for premiums revenue of approximately [removed: $13.2] [added: $14.9] billion, which represented approximately [removed: 20%] [added: 19%] of our individual Medicare Advantage premiums revenue, or 14% of our consolidated premiums and services revenue for the year ended December 31, [removed: 2022.][added: 2023.]

All material contracts between Humana and CMS relating to our Medicare Advantage products have been renewed for [removed: 2023,] [added: 2024,] and all of our product offerings filed with CMS for [removed: 2023] [added: 2024] have been approved.

We offer stand-alone prescription drug plans, or PDPs, under Medicare Part D, including a PDP offering co-branded with [removed: Wal-Mart Stores,] [added: Walmart] Inc., or the Humana-Walmart plan.

– Financial Statements and Supplementary Data, titled [removed: “Medicare Part D.”] [added: “Receivables and Revenue Recognition.”] Our stand-alone PDP contracts with CMS are renewed generally for a calendar year term unless CMS notifies us of its decision not to renew by May 1 of the calendar year in which the contract would end, or we notify CMS of our decision not to renew by the first Monday in June of the calendar year in which the contract would end.

All material contracts between Humana and CMS relating to our Medicare stand-alone PDP products have been renewed for [removed: 2023,] [added: 2024,] and all of our product offerings filed with CMS for [removed: 2023] [added: 2024] have been approved.

State-based [removed: Medicaid] Contracts

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

To meet federal requirements that took effect in 2021, states have [removed: begun to implement] [added: implemented] new D-SNP requirements to strengthen Medicaid-Medicare integration requirements for D-SNPs.

[removed: Our] [added: For in-force group] commercial [added: medical customers and members, our commercial] products [removed: sold to employer groups] include a broad spectrum of major medical benefits with multiple in-network coinsurance levels and annual deductible choices that employers of all sizes can offer to their employees on either a fully-insured, through HMO, PPO, or POS plans, or self-funded basis.

[removed: All small group ASO customers and many] large group ASO customers purchase stop loss insurance coverage from us to cover catastrophic claims or to limit aggregate annual costs.

Under our TRICARE contracts with the United States Department of Defense, or DoD, we provide administrative services to arrange health care services for [removed: the dependents of active duty military personnel] [added: active-duty] and [removed: for] retired military personnel and their dependents.

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, [removed: 2023,] [added: 2024,] unless further extended.

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

[removed: 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 [removed: base] [added: transition] year [removed: with] [added: followed by] eight annual option periods, which, if all options are exercised, would result in a total contract length of nine years.

This segment includes our [removed: pharmacy, provider services,] [added: pharmacy solutions, primary care,] and home solutions operations.

The following table presents our services revenue for the CenterWell segment by line of business for the year ended December 31, [removed: 2022:][added: 2023:]

| Home solutions | | | | | | $ | [removed: 553] [added: 1,589] | | | | | n/a | | |

| Total intersegment revenues | | | | | | $ | [removed: 13,373] [added: 15,372] | | | | | [added: n/a] | | |

Through our Humana insurance services, and our CenterWell health care services, we make it easier for the millions of people we serve to achieve their best health – delivering the care and service they need, when they need it.

In addition to the

| Total Medicare | | | | | | 87,895 | | | | | | 83.5 | | % |

| Specialty benefits | | | | | | 1,007 | | | | | | 1.0 | | % |

| Medicare Supplement | | | | | | 735 | | | | | | 0.7 | | % |

| State-based contracts and other | | | | | | 8,108 | | | | | | 7.7 | | % |

| Total premiums revenue | | | | | | 101,272 | | | | | | 96.2 | | % |

| Commercial ASO | | | | | | 237 | | | | | | 0.2 | | % |

| Military services and other | | | | | | 763 | | | | | | 0.7 | | % |

Pursuant to Medicare Part C, Medicare Advantage organizations contract with CMS to offer Medicare

We were awarded new Medicaid contracts in Oklahoma and Indiana, which we expect to become effective April 1, 2024 and July 1, 2024, respectively.

In February 2023, we announced our planned exit from the Employer Group Commercial Medical Products business, which includes all fully insured, self-funded and Federal Employee Health Benefit medical plans, as well as associated wellness and rewards programs.

No other Humana health plan offerings are materially affected.

Following a strategic review, we determined the Employer Group Commercial Medical Products business was no longer positioned to sustainably meet the needs of commercial members over the long term or support our long-term strategic plans.

The exit from this line of business will be phased over the 18 to 24 months following our February 2023 announcement.

We sell specialty and ancillary insurance benefits consisting of dental, vision, life and disability to employer groups.

In addition, we sell dental and vision specialty insurance benefits to individuals.

All small group ASO customers and many

The T-5 East Region contract comprises 24 states, and Washington D.C., and covers approximately 4.6 million beneficiaries.

The transition period for the T-5 contract began in January 2024 and will overlap the final year of the T2017 contract.

| Pharmacy solutions | | | | | | 10,451 | | | | | | n/a | | |

| Primary care | | | | | | 3,332 | | | | | | n/a | | |

| Home solutions | | | | | | $ | 1,342 | | | | | 1.3 | | % |

| Pharmacy solutions | | | | | | 849 | | | | | | 0.8 | | % |

| Primary care | | | | | | 842 | | | | | | 0.8 | | % |

Primary Care

Insurance Medical Membership

| | | | Insurance Medical Membership | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Florida | | | 851.3 | | | 9.1 | | | 131.9 | | | 17.5 | | | 656.6 | | | 73.8 | | | 24.5 | | | — | | | | | | | | | 1,764.7 | | | 10.50 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Texas | | | 446.0 | | | 4.6 | | | 202.7 | | | 29.2 | | | — | | | 49.8 | | | 29.9 | | | — | | | | | | | | | 762.2 | | | 4.50 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Kentucky | | | 138.1 | | | 74.2 | | | 169.2 | | | 10.0 | | | 160.3 | | | 51.1 | | | 51.0 | | | — | | | | | | | | | 653.9 | | | 3.90 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Ohio | | | 213.0 | | | 18.7 | | | 90.9 | | | 30.8 | | | 115.5 | | | 16.1 | | | 17.7 | | | — | | | | | | | | | 502.7 | | | 3.00 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Georgia | | | 348.9 | | | 3.1 | | | 81.2 | | | 9.7 | | | — | | | 33.9 | | | 56.9 | | | — | | | | | | | | | 533.7 | | | 3.20 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| North Carolina | | | 251.2 | | | 175.3 | | | 96.0 | | | 5.7 | | | — | | | — | | | — | | | — | | | | | | | | | 528.2 | | | 3.10 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Illinois | | | 200.5 | | | 31.7 | | | 107.3 | | | 7.1 | | | 18.5 | | | 8.9 | | | 1.9 | | | — | | | | | | | | | 375.9 | | | 2.20 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Tennessee | | | 203.1 | | | 12.2 | | | 79.3 | | | 8.0 | | | 37.7 | | | 11.8 | | | 6.2 | | | — | | | | | | | | | 358.3 | | | 2.10 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Louisiana | | | 227.9 | | | 10.1 | | | 43.2 | | | 3.8 | | | 143.1 | | | 11.3 | | | 11.5 | | | — | | | | | | | | | 450.9 | | | 2.70 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| California | | | 115.3 | | | 1.8 | | | 163.9 | | | 16.2 | | | 4.6 | | | — | | | — | | | — | | | | | | | | | 301.8 | | | 1.80 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Missouri/Kansas | | | 137.8 | | | 11.1 | | | 128.1 | | | 10.6 | | | 0.2 | | | 13.4 | | | 13.0 | | | — | | | | | | | | | 314.2 | | | 1.90 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Michigan | | | 154.8 | | | 31.7 | | | 75.0 | | | 4.7 | | | — | | | 0.4 | | | 1.7 | | | — | | | | | | | | | 268.3 | | | 1.60 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Our successful history in care delivery and health plan administration is helping us create a new kind of integrated care with the power to improve health and well‐being and lower costs.

To accomplish that, we support physicians and other health care professionals as they work to deliver the right care in the right place for their patients, our members.

Our range of clinical capabilities, resources and tools, such as in‐home care, behavioral health, pharmacy services, data analytics and wellness solutions, combine to produce a simplified experience that makes health care easier to navigate and more effective.

See Item 1A.

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

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

| 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 | | % |

Our Medicare

The Louisiana contract was effective January 1, 2023.

We currently serve dual eligible members under CMS’s dual eligible demonstration program in Illinois.

Employers can customize their offerings with optional benefits such as dental, vision, and life products.

We also offer optional benefits such as dental and vision to individuals.

The contract is expected to go into effect in 2024.

Until then the T2017 contract remains in place.

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

| Provider services | | | | | | 2,979 | | | | | | n/a | | |

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

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

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

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

sale of KAH Hospice, refer to Note 3 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Form 10-K.

Membership

| Florida | | | 771.9 | | | 7.3 | | | 158.3 | | | 17.3 | | | 835.0 | | | 105.2 | | | 32.2 | | | — | | | | | | | | | 1,927.2 | | | 11.30 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Kentucky | | | 112.8 | | | 75.2 | | | 169.5 | | | 9.3 | | | 172.9 | | | 73.7 | | | 145.8 | | | — | | | | | | | | | 759.2 | | | 4.40 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Texas | | | 366.5 | | | 4.3 | | | 239.5 | | | 26.8 | | | 2.0 | | | 78.8 | | | 40.8 | | | — | | | | | | | | | 758.7 | | | 4.40 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| California | | | 103.7 | | | 1.4 | | | 401.3 | | | 17.7 | | | 4.0 | | | — | | | — | | | — | | | | | | | | | 528.1 | | | 3.10 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Georgia | | | 278.4 | | | 2.8 | | | 94.7 | | | 9.0 | | | — | | | 64.4 | | | 72.3 | | | — | | | | | | | | | 521.6 | | | 3.10 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| North Carolina | | | 217.7 | | | 163.8 | | | 115.3 | | | 6.2 | | | — | | | — | | | — | | | — | | | | | | | | | 503.0 | | | 2.90 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Ohio | | | 176.0 | | | 18.8 | | | 104.3 | | | 34.1 | | | — | | | 24.2 | | | 23.9 | | | — | | | | | | | | | 381.3 | | | 2.20 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Tennessee | | | 184.4 | | | 7.5 | | | 88.5 | | | 7.9 | | | 36.1 | | | 29.6 | | | 15.5 | | | — | | | | | | | | | 369.5 | | | 2.20 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Illinois | | | 157.4 | | | 30.4 | | | 126.8 | | | 6.8 | | | 17.1 | | | 16.3 | | | 2.5 | | | — | | | | | | | | | 357.3 | | | 2.10 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Missouri/Kansas | | | 109.9 | | | 7.4 | | | 150.9 | | | 10.9 | | | — | | | 23.0 | | | 22.7 | | | — | | | | | | | | | 324.8 | | | 1.90 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Louisiana | | | 211.3 | | | 14.5 | | | 50.5 | | | 4.1 | | | — | | | 22.9 | | | 18.1 | | | — | | | | | | | | | 321.4 | | | 1.90 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Wisconsin | | | 69.0 | | | 6.9 | | | 74.7 | | | 7.2 | | | 45.1 | | | 39.8 | | | 23.9 | | | — | | | | | | | | | 266.6 | | | 1.60 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Indiana | | | 122.2 | | | 11.2 | | | 86.4 | | | 12.7 | | | — | | | 12.5 | | | 7.9 | | | — | | | | | | | | | 252.9 | | | 1.50 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Virginia | | | 140.7 | | | 3.2 | | | 100.6 | | | 6.5 | | | — | | | — | | | — | | | — | | | | | | | | | 251.0 | | | 1.50 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| New York | | | 107.5 | | | 10.7 | | | 120.4 | | | 8.3 | | | 1.1 | | | — | | | — | | | — | | | | | | | | | 248.0 | | | 1.50 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

For the fiscal year ended December 31, [removed: 2022][added: 2023]

The aggregate market value of voting stock held by non-affiliates of the Registrant as of June 30, [removed: 2022] [added: 2023] was [removed: $59,158,438,222] [added: $55,096,895,366] calculated using the average price on June 30, [removed: 2022] [added: 2023] of [removed: $468.33] [added: $445.24] per share.

The number of shares outstanding of the Registrant’s Common Stock as of January 31, [removed: 2023] [added: 2024] was [removed: 124,974,862.][added: 120,653,315.]

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: 20, 2023.][added: 18, 2024.]

For the Year Ended December 31, [removed: 2022][added: 2023]

| Item 1. | | | [removed: Business] [added: [Business](#i7b1f484cd1dd4915aee01308d7de3d89_16)] | | | [removed: [4](#i10e87e90a96248dfbd5b204f2b8c4b03_19)] [added: [4](#i7b1f484cd1dd4915aee01308d7de3d89_19)] | | |

| Item 1A. | | | [removed: Risk Factors] [added: [Risk Factors](#i7b1f484cd1dd4915aee01308d7de3d89_67)] | | | [removed: [21](#i10e87e90a96248dfbd5b204f2b8c4b03_70)] [added: [22](#i7b1f484cd1dd4915aee01308d7de3d89_67)] | | |

| Item 1B. | | | [removed: Unresolved] [added: [Unresolved] Staff [removed: Comments] [added: Comments](#i7b1f484cd1dd4915aee01308d7de3d89_70)] | | | [removed: [35](#i10e87e90a96248dfbd5b204f2b8c4b03_73)] [added: [36](#i7b1f484cd1dd4915aee01308d7de3d89_70)] | | |

| Item 2. | | | [removed: Properties] [added: [Properties](#i7b1f484cd1dd4915aee01308d7de3d89_73)] | | | [removed: [35](#i10e87e90a96248dfbd5b204f2b8c4b03_76)] [added: [37](#i7b1f484cd1dd4915aee01308d7de3d89_73)] | | |

| Item 3. | | | [removed: Legal Proceedings] [added: [Legal Proceedings](#i7b1f484cd1dd4915aee01308d7de3d89_76)] | | | [removed: [36](#i10e87e90a96248dfbd5b204f2b8c4b03_79)] [added: [38](#i7b1f484cd1dd4915aee01308d7de3d89_76)] | | |

| Item 4. | | | [removed: Mine] [added: [Mine] Safety [removed: Disclosures] [added: Disclosures](#i7b1f484cd1dd4915aee01308d7de3d89_79)] | | | [removed: [36](#i10e87e90a96248dfbd5b204f2b8c4b03_82)] [added: [38](#i7b1f484cd1dd4915aee01308d7de3d89_79)] | | |

| Item 5. | | | [removed: Market] [added: [Market] for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities] [added: Securities](#i7b1f484cd1dd4915aee01308d7de3d89_85)] | | | [removed: [37](#i10e87e90a96248dfbd5b204f2b8c4b03_88)] [added: [39](#i7b1f484cd1dd4915aee01308d7de3d89_85)] | | |

| Item 6. | | | [removed: Reserved] [added: [Reserved](#i7b1f484cd1dd4915aee01308d7de3d89_88)] | | | [removed: [40](#i10e87e90a96248dfbd5b204f2b8c4b03_91)] [added: [42](#i7b1f484cd1dd4915aee01308d7de3d89_88)] | | |

| Item 7. | | | [removed: Management’s] [added: [Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations] [added: Operations](#i7b1f484cd1dd4915aee01308d7de3d89_94)] | | | [removed: [41](#i10e87e90a96248dfbd5b204f2b8c4b03_97)] [added: [43](#i7b1f484cd1dd4915aee01308d7de3d89_94)] | | |

| Item 7A. | | | [removed: Quantitative] [added: [Quantitative] and Qualitative Disclosures about Market [removed: Risk] [added: Risk](#i7b1f484cd1dd4915aee01308d7de3d89_118)] | | | [removed: [72](#i10e87e90a96248dfbd5b204f2b8c4b03_118)] [added: [67](#i7b1f484cd1dd4915aee01308d7de3d89_118)] | | |

| Item 8. | | | [removed: Financial] [added: [Financial] Statements and Supplementary [removed: Data] [added: Data](#i7b1f484cd1dd4915aee01308d7de3d89_121)] | | | [removed: [74](#i10e87e90a96248dfbd5b204f2b8c4b03_121)] [added: [69](#i7b1f484cd1dd4915aee01308d7de3d89_121)] | | |

| Item 9. | | | [removed: Changes] [added: [Changes] in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure] [added: Disclosure](#i7b1f484cd1dd4915aee01308d7de3d89_208)] | | | [removed: [130](#i10e87e90a96248dfbd5b204f2b8c4b03_208)] [added: [124](#i7b1f484cd1dd4915aee01308d7de3d89_208)] | | |

| Item 9A. | | | [removed: Controls] [added: [Controls] and [removed: Procedures] [added: Procedures](#i7b1f484cd1dd4915aee01308d7de3d89_211)] | | | [removed: [130](#i10e87e90a96248dfbd5b204f2b8c4b03_211)] [added: [124](#i7b1f484cd1dd4915aee01308d7de3d89_211)] | | |

| Item 9B. | | | [removed: Other Information] [added: [Other Information](#i7b1f484cd1dd4915aee01308d7de3d89_214)] | | | [removed: [131](#i10e87e90a96248dfbd5b204f2b8c4b03_214)] [added: [125](#i7b1f484cd1dd4915aee01308d7de3d89_214)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i10e87e90a96248dfbd5b204f2b8c4b03_217)] [added: Inspections](#i7b1f484cd1dd4915aee01308d7de3d89_217)] | | | [removed: [131](#i10e87e90a96248dfbd5b204f2b8c4b03_217)] [added: [125](#i7b1f484cd1dd4915aee01308d7de3d89_217)] | | |

| Item 10. | | | [removed: Directors,] [added: [Directors,] Executive Officers and Corporate [removed: Governance] [added: Governance](#i7b1f484cd1dd4915aee01308d7de3d89_223)] | | | [removed: [132](#i10e87e90a96248dfbd5b204f2b8c4b03_223)] [added: [126](#i7b1f484cd1dd4915aee01308d7de3d89_223)] | | |

| Item 11. | | | [removed: Executive Compensation] [added: [Executive Compensation](#i7b1f484cd1dd4915aee01308d7de3d89_226)] | | | [removed: [133](#i10e87e90a96248dfbd5b204f2b8c4b03_226)] [added: [127](#i7b1f484cd1dd4915aee01308d7de3d89_226)] | | |

| Item 12. | | | [removed: Security] [added: [Security] Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters] [added: Matters](#i7b1f484cd1dd4915aee01308d7de3d89_229)] | | | [removed: [133](#i10e87e90a96248dfbd5b204f2b8c4b03_229)] [added: [127](#i7b1f484cd1dd4915aee01308d7de3d89_229)] | | |

| Item 13. | | | [removed: Certain] [added: [Certain] Relationships and Related Transactions, and Director [removed: Independence] [added: Independence](#i7b1f484cd1dd4915aee01308d7de3d89_232)] | | | [removed: [134](#i10e87e90a96248dfbd5b204f2b8c4b03_232)] [added: [128](#i7b1f484cd1dd4915aee01308d7de3d89_232)] | | |

| Item 14. | | | [removed: Principal] [added: [Principal] Accounting Fees and [removed: Services] [added: Services](#i7b1f484cd1dd4915aee01308d7de3d89_235)] | | | [removed: [134](#i10e87e90a96248dfbd5b204f2b8c4b03_235)] [added: [128](#i7b1f484cd1dd4915aee01308d7de3d89_235)] | | |

| Item 15. | | | [removed: Exhibits,] [added: [Exhibits,] Financial Statement [removed: Schedule] [added: Schedule](#i7b1f484cd1dd4915aee01308d7de3d89_241)] | | | [removed: [135](#i10e87e90a96248dfbd5b204f2b8c4b03_241)] [added: [129](#i7b1f484cd1dd4915aee01308d7de3d89_241)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i10e87e90a96248dfbd5b204f2b8c4b03_286)] [added: Summary](#i7b1f484cd1dd4915aee01308d7de3d89_286)] | | | [removed: [147](#i10e87e90a96248dfbd5b204f2b8c4b03_286)] [added: [141](#i7b1f484cd1dd4915aee01308d7de3d89_286)] | | |

| | | | [removed: Signatures] [added: [Signatures] and [removed: Certifications] [added: Certifications](#i7b1f484cd1dd4915aee01308d7de3d89_289)] | | | [removed: [148](#i10e87e90a96248dfbd5b204f2b8c4b03_289)] [added: [142](#i7b1f484cd1dd4915aee01308d7de3d89_289)] | | |

| Item 1C. | | | [Cybersecurity](#i7b1f484cd1dd4915aee01308d7de3d89_2439) | | | [36](#i7b1f484cd1dd4915aee01308d7de3d89_2439) | | |

| | | | | | | | | |

*Risk Management and Strategy*

In the ordinary course of our business, we process, store and transmit large amounts of data, and rely on 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.

The protection of information and business processes is an integrated component in our overall risk management program, and reflected in our Code of Ethics, security standards, and privacy policies.

We employ processes to safeguard information and protect our members’ data, including by deploying both proactive and defensive practices against the evolving cyber threat landscape.

Examples of these processes include:

a.Employing a qualified Chief Information Security Officer.

b.Maintaining tools to identify malicious cyber activity.

c.Monitoring risks posed by threat actors, including through partnerships with industry groups and government agencies.

d.Providing annual cybersecurity training to our associates.

e.Testing our associates’ knowledge through internal phishing simulations.

f.Engaging an independent third-party audit firm to perform an Annual Service Organizational Controls (SOC) 2 audit of enterprise claims platforms.

g.Reporting data breaches, as required by law, to the U.S. Department of Health and Human Services (HHS), Office for Civil Rights (OCR), and various state agencies; our reports are publicly available, free of charge, and can be obtained through the OCR Portal at https://ocrportal.hhs.gov/ocr/breach.

h.Maintaining a program to identify cybersecurity risks associated with certain third party vendors, which is one component of an overall vendor risk management program.

We also enhance our information technology infrastructure and security protocols to assess, identify, protect against, and manage material risks from cybersecurity threats following a risk-based approach.

In addition, we conduct cybersecurity risk assessments at least annually, and periodically engage an independent auditor or other external assessors to aid in pro-active risk identification, prevention, detection, mitigation, and remediation.

Our efforts to manage against cybersecurity threats are further guided by Federal and state laws, as well as contractual

commitments with third parties, which regulate our collection, use and disclosure of confidential information such as protected health information and personally identifiable information.

Although we have been subject to breaches of our information technology systems, including breaches of the information technology systems of third-party service providers, the impact of such attacks has not been material to our business strategy, operations or results of operations, financial position, or cash flows through December 31, 2023.

We do not believe that cybersecurity threats resulting from any previous cybersecurity incidents of which we are aware are reasonably likely to materially affect the Company.

For additional information on the risks we face from cybersecurity threats, please refer to Part I, Item 1A, "Risk Factors" of this Form 10-K.

*Governance*

As part of its overall responsibility for oversight of our enterprise risk management, our Board of Directors reviews material risks to our Company, including risks from cybersecurity threats.

The Board has designated our Audit Committee and Technology Committee with joint oversight over our information technology internal controls, cybersecurity, business continuity and disaster recovery programs.

Management is responsible for designing and implementing our governance framework and controls for managing our material risks from cybersecurity threats, under the oversight of our Board of Directors.

Our Chief Information Security Officer is responsible for assessing and managing identified cybersecurity risks, and evaluating and remediating cybersecurity incidents, and sharing information directly with the Audit Committee and Technology Committee, or full Board of Directors, when appropriate.

Our Chief Information Security Officer reports to our Chief Information Officer, who is in turn responsible for the management of Humana’s data and information technology risks more generally.

Our Chief Information Officer is a senior executive and industry leader in risk management practices in highly regulated fields.

Our Chief Information Security Officer is an experienced cybersecurity executive and leader in the field, with many years of relevant experience working in highly regulated industries.

Among our cybersecurity and risk teams, we utilize established governance mechanisms to enable a transparent and holistic approach to cybersecurity risk management, and the evaluation and remediation of cybersecurity incidents.

These processes enable cross-functional engagement from our enterprise information protection, enterprise risk management, enterprise compliance, information technology, legal, privacy, and data governance teams.

As a key component of this governance framework, the Audit Committee and Technology Committee also receive regular updates regarding our cybersecurity program and cybersecurity incidents from our Chief Information Security Officer.

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

We owned or leased numerous medical centers and administrative offices at December 31, [removed: 2022.][added: 2023.]

Of these medical centers, approximately [removed: 289] [added: 324] of these facilities are leased or subleased to our contracted providers to operate.

As of January 31, [removed: 2023,] [added: 2024,] there were [removed: 1,707] [added: 1,602] holders of record of our common stock and [removed: 634,739] [added: 637,767] beneficial holders of our common stock.

The following table provides details of dividend payments, excluding dividend equivalent rights, in [removed: 2021] [added: 2022] and [removed: 2022,] [added: 2023,] under our Board approved quarterly cash dividend policy:

In October [removed: 2022,] [added: 2023,] the Board declared a cash dividend of [removed: $0.7875] [added: $0.8850] per share payable on January [removed: 27, 2023] [added: 26, 2024] to stockholders of record on December [removed: 31, 2021] [added: 29, 2023] for an aggregate amount of [removed: $98] [added: $108] million.

In February [removed: 2023,] [added: 2024,] the Board declared a cash dividend of [removed: $0.8850] [added: $0.885] per share payable on April [removed: 28, 2023] [added: 26, 2024] to stockholders of record on March [removed: 31, 2023.][added: 29, 2024.]

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: 2022.][added: 2023.]

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: 2017,] [added: 2018,] and that dividends were reinvested when paid.

[removed: ][added: ]

| | | | [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] | | | | | | [removed: 12/31/2022] [added: 12/31/2023] | | |

The following table provides information about purchases by us during the three months ended December 31, [removed: 2022] [added: 2023] of equity securities that are registered by us pursuant to Section 12 of the Exchange Act:

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

[removed: (2)Excludes] [added: (1)Excludes] 0.2 million shares repurchased in connection with employee stock plans.

[removed: (3)On] [added: (2)On] February 15, 2023, the Board of Directors replaced the previous share repurchase authorization of up to $3 billion (of which approximately $1 billion remained unused) with a new authorization for repurchases of up to $3 billion of our common shares exclusive of shares repurchased in connection with employee stock plans, expiring as of February 15, [removed: 2026.][added: 2026, which we refer to as the February 2023 repurchase authorization.]

| 2023 payments | | | | | | | | | | | | | | | | | | | | |

| 12/30/2022 | | | | | | 1/27/2023 | | | | | | $0.7875 | | | | | | $98 | | |

| 3/31/2023 | | | | | | 4/28/2023 | | | | | | $0.8850 | | | | | | $111 | | |

| 6/30/2023 | | | | | | 7/28/2023 | | | | | | $0.8850 | | | | | | $110 | | |

| 9/29/2023 | | | | | | 10/27/2023 | | | | | | $0.8850 | | | | | | $109 | | |

| HUM | | | $ | 100 | | | | | $ | 129 | | | | | $ | 145 | | | | | $ | 165 | | | | | $ | 184 | | | | | $ | 165 | |

| S&P 500 | | | $ | 100 | | | | | $ | 131 | | | | | $ | 156 | | | | | $ | 200 | | | | | $ | 164 | | | | | $ | 207 | |

| Peer Group | | | $ | 100 | | | | | $ | 123 | | | | | $ | 145 | | | | | $ | 181 | | | | | $ | 169 | | | | | $ | 168 | |

| October 2023 | | | 220,245 | | | | | | $ | 507.67 | | | | | 220,245 | | | | | | $ | 1,917,683,190 | |

| November 2023 | | | 860,260 | | | | | | 485.36 | | | | | | 860,260 | | | | | | 1,500,150,885 | | |

| December 2023 | | | — | | | | | | — | | | | | | — | | | | | | 1,500,150,885 | | |

| Total | | | 1,080,505 | | | | | | | | | | | | 1,080,505 | | | | | | | | |

Our remaining repurchase authorization under the February 2023 repurchase authorization was $824 million as of February 15, 2024.

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

| 12/31/2020 | | | | | | 1/29/2021 | | | | | | $0.6250 | | | | | | $81 | | |

| 3/31/2021 | | | | | | 4/30/2021 | | | | | | $0.7000 | | | | | | $90 | | |

| 6/30/2021 | | | | | | 7/30/2021 | | | | | | $0.7000 | | | | | | $90 | | |

| 9/30/2021 | | | | | | 10/29/2021 | | | | | | $0.7000 | | | | | | $90 | | |

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

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

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

| October 2022 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 2,000,000,000 | |

| 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.

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Cash and cash equivalents | | | $ | [removed: 5,061] [added: 4,694] | | | | | $ | [removed: 3,394] [added: 5,061] | |

| Investment securities | | | [removed: 13,881] [added: 16,626] | | | | | | [removed: 13,192] [added: 13,881] | | |

| Receivables, net of allowances of [removed: $70] [added: $88] in [removed: 2022] [added: 2023] and [removed: $83] [added: $70] in [removed: 2021] [added: 2022] | | | [removed: 1,674] [added: 2,035] | | | | | | [removed: 1,814] [added: 1,674] | | |

| Other current assets | | | [removed: 5,567] [added: 6,631] | | | | | | [removed: 6,493] [added: 5,567] | | |

| Total current assets | | | [removed: 26,183] [added: 29,986] | | | | | | [removed: 24,893] [added: 26,183] | | |

| Property and equipment, net | | | [removed: 3,221] [added: 3,030] | | | | | | [removed: 3,073] [added: 3,221] | | |

| Long-term investment securities | | | [removed: 380] [added: 382] | | | | | | [removed: 780] [added: 380] | | |

| Goodwill | | | [removed: 9,142] [added: 9,550] | | | | | | [removed: 11,092] [added: 9,142] | | |

| Equity method investments | | | [removed: 749] [added: 740] | | | | | | [removed: 141] [added: 749] | | |

| Other long-term assets | | | [removed: 3,380] [added: 3,377] | | | | | | [removed: 4,379] [added: 3,380] | | |

| Total assets | | | $ | [removed: 43,055] [added: 47,065] | | | | | $ | [removed: 44,358] [added: 43,055] | |

| Benefits payable | | | $ | [removed: 9,264] [added: 10,241] | | | | | $ | [removed: 8,289] [added: 9,264] | |

| Trade accounts payable and accrued expenses | | | [removed: 5,238] [added: 6,569] | | | | | | [removed: 4,509] [added: 5,238] | | |

| Book overdraft | | | [removed: 298] [added: 353] | | | | | | [removed: 326] [added: 298] | | |

| Unearned revenues | | | [removed: 286] [added: 266] | | | | | | [removed: 254] [added: 286] | | |

| Short-term debt | | | [removed: 2,092] [added: 1,443] | | | | | | [removed: 1,953] [added: 2,092] | | |

| Total current liabilities | | | [removed: 17,178] [added: 18,872] | | | | | | [removed: 15,331] [added: 17,178] | | |

| Long-term debt | | | [removed: 9,034] [added: 10,213] | | | | | | [removed: 10,541] [added: 9,034] | | |

| Other long-term liabilities | | | [removed: 1,473] [added: 1,662] | | | | | | [removed: 2,383] [added: 1,473] | | |

| Total liabilities | | | [removed: 27,685] [added: 30,747] | | | | | | [removed: 28,255] [added: 27,685] | | |

| Common stock, $0.16 2/3 par; 300,000,000 shares authorized; [removed: 198,666,598] [added: 198,690,082] shares issued at December 31, [removed: 2022] [added: 2023] and [removed: 198,648,742] [added: 198,666,598] shares issued at December 31, [removed: 2021] [added: 2022] | | | 33 | | | | | | 33 | | |

| Capital in excess of par value | | | [removed: 3,246] [added: 3,346] | | | | | | [removed: 3,082] [added: 3,246] | | |

| Retained earnings | | | [removed: 25,492] [added: 27,540] | | | | | | [removed: 23,086] [added: 25,492] | | |

| Accumulated other comprehensive [removed: (loss) income] [added: loss] | | | [removed: (1,304)] [added: (999)] | | | | | | [removed: 42] [added: (1,304)] | | |

| Treasury stock, at cost, [removed: 73,691,955] [added: 76,465,862] shares at December 31, [removed: 2022] [added: 2023] and [removed: 69,846,758] [added: 73,691,955] shares at December 31, [removed: 2021] [added: 2022] | | | [removed: (12,156)] [added: (13,658)] | | | | | | [removed: (10,163)] [added: (12,156)] | | |

| Total stockholders' equity | | | [removed: 15,311] [added: 16,262] | | | | | | [removed: 16,080] [added: 15,311] | | |

| Noncontrolling interests | | | [removed: 59] [added: 56] | | | | | | [removed: 23] [added: 59] | | |

| Total equity | | | [removed: 15,370] [added: 16,318] | | | | | | [removed: 16,103] [added: 15,370] | | |

| Total liabilities and equity | | | $ | [removed: 43,055] [added: 47,065] | | | | | $ | [removed: 44,358] [added: 43,055] | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Premiums | | | $ | [removed: 87,712] [added: 101,272] | | | | | $ | [removed: 79,822] [added: 87,712] | | | | | $ | [removed: 74,186] [added: 79,822] | |

| Services | | | [removed: 4,776] [added: 4,033] | | | | | | [removed: 3,055] [added: 4,776] | | | | | | [removed: 1,815] [added: 3,055] | | |

| Investment income | | | [removed: 382] [added: 1,069] | | | | | | [removed: 187] [added: 382] | | | | | | [removed: 1,154] [added: 187] | | |

| Total revenues | | | [removed: 92,870] [added: 106,374] | | | | | | [removed: 83,064] [added: 92,870] | | | | | | [removed: 77,155] [added: 83,064] | | |

| Benefits | | | [removed: 75,690] [added: 88,394] | | | | | | [removed: 69,199] [added: 75,690] | | | | | | [removed: 61,628] [added: 69,199] | | |

| Operating costs | | | [removed: 12,671] [added: 13,188] | | | | | | [removed: 10,121] [added: 12,671] | | | | | | [removed: 10,052] [added: 10,121] | | |

| Depreciation and amortization | | | [removed: 709] [added: 779] | | | | | | [removed: 596] [added: 709] | | | | | | [removed: 489] [added: 596] | | |

| Total operating expenses | | | [removed: 89,070] [added: 102,361] | | | | | | [removed: 79,916] [added: 89,070] | | | | | | [removed: 72,169] [added: 79,916] | | |

| Income from operations | | | [removed: 3,800] [added: 4,013] | | | | | | [removed: 3,148] [added: 3,800] | | | | | | [removed: 4,986] [added: 3,148] | | |

| Net income attributable to Humana | | | $ | 2,489 | | | | | $ | 2,806 | | | | | $ | 2,933 | |

| Distribution from noncontrolling interest holders, net | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 7 | | | | | | 7 | | |

| Acquisition | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | (5) | | | | | | (5) | | |

| Balances, December 31, 2023 | | | 198,690 | | | | | | 33 | | | | | | 3,346 | | | | | | 27,540 | | | | | | (999) | | | | | | (13,658) | | | | | | 16,262 | | | | | | 56 | | | | | | 16,318 | | |

| Net income | | | $ | 2,484 | | | | | $ | 2,802 | | | | | $ | 2,934 | |

| Proceeds from sale of property and equipment | | | 210 | | | | | | 17 | | | | | | 26 | | |

| Proceeds from short-term borrowings | | | 100 | | | | | | — | | | | | | — | | |

| Repayment of short-term borrowings | | | (100) | | | | | | — | | | | | | — | | |

Humana Inc., headquartered in Louisville, Kentucky, is committed to putting health first – for our teammates, our customers, and our company.

Through our Humana insurance services, and our CenterWell health care services, we make it easier for the millions of people we serve to achieve their best health – delivering the care and service they need, when they need it.

We expect to incur additional charges through the end of 2024.

During 2023, we also recorded severance charges of $70 million within operating costs in our consolidated statement of income as a result of our exit from the Employer Group Commercial Medical Products business and impairment charges of $91 million, including $55 million relating to indefinite-lived intangibles.

The indefinite-

lived intangibles impairment charges were included within operating costs in our consolidated statement of income with the remaining impairment charges included within investment income.

The COVID-19 National Emergency declared in 2020 was terminated on April 10, 2023 and the Public Health Emergency expired on May 11, 2023.

security's credit enhancement; payment structure of the debt security; changes in credit rating of the debt security by the rating agencies; failure of the issuer to make scheduled principal or interest payments on the debt security and changes in prepayment speeds.

As risk corridor provisions are considered in our overall annual bid process, we estimate

For additional information regarding amounts associated with Medicare Part D, refer to Note 7 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" in this Form 10-K.

For additional information regarding our equity method investments, refer to Note 4 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" in this Form 10-K.

useful life generally using the straight-line method.

when the claim form was received.

liabilities are recovered or settled.

For additional information regarding our stock-based compensation plans, refer to Note 14 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" in this Form 10-K.

For additional information regarding our earnings per share, refer to Note 15 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" in this Form 10-K.

*Recently Adopted Accounting Pronouncements*

beginning January 1, 2023 and was applied to contracts in force on the basis of their existing carrying value amounts at the beginning of the earliest period presented.

In December 2023, the FASB issued Accounting Standards Update No. 2023-07, Segment Reporting — Improvements to Reportable Segment Disclosures.

The new guidance requires incremental disclosures related to a public entity’s reportable segments but does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments.

The new guidance requires a public entity to disclose its significant segment expense categories and amounts for each reportable segment.

The new guidance will be effective for us beginning with our annual 2024 year-end financial statements.

We are currently evaluating the impact on our segment information footnote disclosures.

In December 2023, the FASB issued Accounting Standards Update No. 2023-09 — Income Taxes (Topic 740): Improvements to Income Tax Disclosures.

The new guidance requires significant additional disclosures about income taxes, primarily focused on the disclosure of income taxes paid and the rate reconciliation table.

The new guidance requires prospective application (with retrospective application permitted).

The new guidance will be effective for us beginning with our annual 2025 year-end financial statements, with early adoption permitted.

We are currently evaluating the impact on our income tax footnote disclosures.

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Humana Inc.

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| Balances, January 1, 2020 | | | 198,630 | | | | | | 33 | | | | | | 2,820 | | | | | | 17,483 | | | | | | 156 | | | | | | (8,455) | | | | | | 12,037 | | | | | | — | | | | | | 12,037 | | |

| Impact of adopting accounting standard | | | | | | | | | | | | | | | | | | | | | (2) | | | | | | | | | | | | | | | | | | (2) | | | | | | — | | | | | | (2) | | |

Humana Inc., headquartered in Louisville, Kentucky, is a leading health and well-being company committed to helping our millions of medical and specialty members achieve their best health.

Our successful history in care delivery and health plan administration is helping us create a new kind of integrated care with the power to improve health and well‐being and lower costs.

To accomplish that, we support physicians and other health care professionals as they work to deliver the right care in the right place for their patients, our members.

Our range of clinical capabilities, resources and tools, such as in‐home care, behavioral health, pharmacy services, data analytics and wellness solutions, combine to produce a simplified experience that makes health care easier to navigate and more effective.

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.

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.

These estimates are based

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Health Care Reform

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.

Certain of these reforms became effective January 1, 2014, including an annual insurance industry premium-based fee.

The Continuing Resolution bill, H.R. 195, enacted on January 22, 2018, included a one year suspension in 2019 of the health insurance industry fee, but the fee resumed in calendar year 2020.

The Further Consolidated Appropriations Act, 2020, enacted on December 20, 2019, permanently repealed the health insurance industry fee beginning in calendar year 2021.

The annual premium-based fee on health insurers was not deductible for tax purposes.

We estimated a liability for the health insurance industry fee and recorded it in full once qualifying insurance coverage was provided in the applicable calendar year in which the fee was payable with a corresponding deferred cost that was amortized ratably to expense over the same calendar year.

We recorded the liability for the health insurance industry fee in trade accounts payable and accrued expenses and recorded the deferred cost in other current assets in our consolidated financial statements.

We paid the health insurance industry fee in September or October of each year.

We paid the federal government $1.18 billion for the annual health insurance industry fee attributed to calendar year 2020.

On November 2, 2017, we filed suit against the United States of America in the United States Court of Federal Claims, on behalf of our health plans seeking recovery from the federal government of approximately $611 million in payments under the risk corridor premium stabilization program established under Health Care Reform, for years 2014, 2015 and 2016.

On April 27, 2020, the U.S. Supreme Court ruled that the government is obligated to pay the losses under this risk corridor program and that Congress did not implicitly repeal the obligation under its appropriations riders.

In September 2020, we received a $609 million payment from the U.S Government pursuant

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

The $609 million payment received from the U.S Government and approximately $31 million in related fees and expenses are reflected in Premiums revenue and Operating costs, respectively, in our consolidated statements of income for the year ended December 31, 2020 and reported in the Corporate segment.

Beginning on January 1, 2020, we adopted the new current expected credit losses, or CECL, model which retained many similarities from the previous other-than-temporary impairment model except eliminating from consideration in the impairment analysis the length of time over which the fair value had been less than cost.

We account for these subsidies

Patient services revenue

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

reporting unit, and more frequently if adverse events or changes in circumstances indicate that the asset may be impaired.

See Note 3 for further information.

income attributable to noncontrolling interests” in the consolidated statements of income and presented as a component of equity in the consolidated balance sheets.

Additional detail regarding our stock-based compensation plans is included in Note 14.

Additional detail regarding earnings per common share is included in Note 15.

Based on our evaluation as of December 31, [removed: 2022,] [added: 2023,] 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.

We assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on our assessment, we determined that, as of December 31, [removed: 2022,] [added: 2023,] the Company’s internal control over financial reporting was effective based on those criteria.

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] 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: 127-129.][added: 121-123.]

There have been no changes in the Company’s internal control over financial reporting during the quarter ended December 31, [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

[added: (a)] None.

(b) During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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: 20, 2023] [added: 18, 2024] appearing under the caption “Proposal One: Election of Directors” in such Definitive Proxy Statement.

A list of our executive officers and biographical information appears in Part I, Item [removed: 1] [added: 1, "Business"] of this Form 10-K.

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: 20, 2023.][added: 18, 2024.]

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: 20, 2023] [added: 18, 2024] 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: 20, 2023] [added: 18, 2024] 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: 20, 2023.][added: 18, 2024.]

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: 2022] [added: 2023] follows:

(4)Of the number listed above, [removed: 4,798,324 (1,445,966] [added: 4,348,987 (1,445,965] from the 2011 Plan and [removed: 3,352,358] [added: 2,903,023] from the Amended and Restated Plan) can be issued as restricted stock at December 31, [removed: 2022] [added: 2023] (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: 20, 2023,] [added: 18, 2024,] is herein incorporated by reference.

| Equity compensation plans approved by security holders (1) | | | 242,006 | | | | | | $ | 415.178 | | | | | $ | 13,036,391 | | | | | (2)(3)(4) | | |

| Total | | | 242,006 | | | | | | $ | 415.178 | | | | | $ | 13,036,391 | | | | | | | |

| 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 | | | | | | | |

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: 20, 2023] [added: 18, 2024] 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: 20, 2023] [added: 18, 2024] appearing under the caption “Audit Committee Report” of such Definitive Proxy Statement.

| | | | | | | Schedule I | | | | | | Parent Company Condensed Financial Information at December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] and for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | | | | | | | | | | | | |

| [removed: [(b)](https://www.sec.gov/Archives/edgar/data/49071/000004907122000083/exhibit3bhumanaincamendeda.htm)] [added: [(b)](https://www.sec.gov/Archives/edgar/data/49071/000004907123000070/exhibit3bhumanaincamendeda.htm)] | | | Humana Inc. Amended and Restated By-laws, effective as of December [removed: 8, 2022] [added: 7, 2023] (incorporated herein by reference to Exhibit 3(b) to Humana Inc.’s Current Report on Form 8-K filed on December [removed: 8, 2022).] [added: 7, 2023).] | | |

| [removed: [(](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)] [added: [(e)](http://www.sec.gov/Archives/edgar/data/49071/000119312512496959/d451705dex43.htm)] | | | 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 4.3 to Humana Inc.’s Current Report on Form 8-K filed on December 10, 2012). | | |

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

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

| [removed: [(](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)] [added: [(l)](http://www.sec.gov/Archives/edgar/data/49071/000004907120000071/form8kex4x2linked.htm)] | | | Sixteenth Supplemental Indenture, dated March 26, 2020, 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 March 27, 2020). | | |

| [removed: [(](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)] [added: [(m)](https://www.sec.gov/Archives/edgar/data/49071/000004907120000071/form8kex4x4linked.htm)] | | | Seventeenth Supplemental Indenture, dated March 26, 2020, 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: 4.4] to Humana Inc.’s Current Report on Form 8-K, filed March 27, 2020). | | |

| [removed: [(](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)] [added: [(](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex44.htm)[n](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex44.htm)[)](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex44.htm)] | | | [removed: Eighteenth] [added: 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 [removed: 4.2] [added: 4.4] to Humana Inc.’s Current Report on Form 8-K filed on August 3, 2021). | | |

| [removed: [(](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)] [added: [(](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex46.htm)[o](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex46.htm)[)](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex46.htm)] | | | [removed: Nineteenth] [added: 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 [removed: 4.4] [added: 4.6] to Humana Inc.’s Current Report on Form 8-K filed on August 3, 2021). | | |

| [removed: [(](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)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312522082811/d335183dex42.htm)[p](https://www.sec.gov/Archives/edgar/data/49071/000119312522082811/d335183dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312522082811/d335183dex42.htm)] | | | [removed: Twentieth] [added: Twenty-First] Supplemental Indenture, dated [removed: August 3, 2021,] [added: March 23, 2022,] between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit [removed: 4.6] [added: 4.2] to Humana Inc.’s Current Report on Form 8-K filed on [removed: August 3, 2021).] [added: March 23, 2022).] | | |

| [removed: [(q)](https://www.sec.gov/Archives/edgar/data/49071/000119312522082811/d335183dex42.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312522291138/d383861dex42.htm)[q](https://www.sec.gov/Archives/edgar/data/49071/000119312522291138/d383861dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312522291138/d383861dex42.htm)] | | | [removed: Twenty-First] [added: Twenty-Second] Supplemental Indenture, dated [removed: March 23,] [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 4.2 to Humana Inc.’s Current Report on Form 8-K filed on [removed: March 23,] [added: November 22,] 2022). | | |

| [removed: [(r)](https://www.sec.gov/Archives/edgar/data/49071/000119312522291138/d383861dex42.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312522291138/d383861dex44.htm)[r](https://www.sec.gov/Archives/edgar/data/49071/000119312522291138/d383861dex44.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312522291138/d383861dex44.htm)] | | | [removed: Twenty-Second] [added: 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 [removed: 4.2] [added: 4.4] to Humana Inc.’s Current Report on Form 8-K filed on November 22, 2022). | | |

| [removed: [(s)](https://www.sec.gov/Archives/edgar/data/49071/000119312522291138/d383861dex44.htm)] [added: [(v)](https://www.sec.gov/Archives/edgar/data/49071/000162828023038312/exhibit44-closing8xk.htm)] | | | [removed: Twenty-Third] [added: Twenty-Seventh] Supplemental Indenture, dated November [removed: 22, 2022,] [added: 9, 2023,] 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 [removed: 22, 2022).] [added: 9, 2023).] | | |

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

| [removed: 10[(a)*](http://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10b.htm)] [added: [(z)*](http://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10jj.htm)] | | | Form of [removed: Company’s Restricted] [added: Company's] Stock [removed: Unit Agreement and] [added: Option] Agreement [removed: not to Compete or Solicit] under the 2011 Stock Incentive Plan [removed: (without retirement provisions)] [added: (Incentive Stock Options)] (incorporated herein by reference to Exhibit [removed: 10(b)] [added: 10(jj)] to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015). | | |

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

| [removed: (c)*] [added: (b)*] | | | Trust under Humana Inc. Deferred Compensation Plans (incorporated herein by reference to Exhibit 10(p) to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999, File No. 001-05975). | | |

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

| [removed: [(e)*](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum2018123110kex10f.htm)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10aa.htm)[x](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10aa.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10aa.htm)] | | | Humana Inc. [removed: Executive Severance] [added: Change in Control] Policy, effective [removed: as of] March 1, 2019 (incorporated herein by reference to Exhibit [removed: 10(f)] [added: 10(aa)] to Humana Inc.’s Annual Report on Form 10-K filed on February 21, 2019). | | |

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

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

| [removed: (h)*] [added: (g)*] | | | Letter agreement with Humana Inc. officers concerning health insurance availability (incorporated herein by reference to Exhibit 10(mm) to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 1994, File No. 001-05975). | | |

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

| [removed: (j)*] [added: (i)*] | | | Indemnity Agreement (incorporated herein by reference to Appendix B to Humana Inc.’s Proxy Statement with respect to the Annual Meeting of Stockholders held on January 8, 1987). | | |

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

| [removed: [(l)](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521182941/d211636dex101.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312523159869/d507342dex101.htm)[k](https://www.sec.gov/Archives/edgar/data/49071/000119312523159869/d507342dex101.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312523159869/d507342dex101.htm)] | | | Five-Year $2.5 Billion Amended and Restated Credit Agreement, dated as of June [removed: 4, 2021,] [added: 2, 2023,] among Humana Inc., and JPMorgan Chase Bank, N.A. as [removed: 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. Bank, National Association and Wells Fargo Securities, LLC, as Documentation Agents, and JPMorgan Chase Bank, N.A., BofA Securities, Inc., [added: Citibank, N.A.,] Goldman Sachs Bank USA, [removed: Citibank, N.A.,] PNC Capital Markets LLC, U.S. Bank, National Association and Wells Fargo Securities, LLC, as [removed: Joint-Lead] [added: 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: 2, 2023)).] | | |

| [removed: [(m)](https://www.sec.gov/Archives/edgar/data/49071/000119312522167326/d272127dex101.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312523159869/d507342dex102.htm)[l](https://www.sec.gov/Archives/edgar/data/49071/000119312523159869/d507342dex102.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312523159869/d507342dex102.htm)] | | | 364-Day $1.5 Billion Revolving Credit Agreement, dated as of June [removed: 3, 2022,] [added: 2, 2023,] among Humana Inc., and JPMorgan Chase Bank, N.A. as [removed: Agent and as CAF Loan] Agent, Bank of America, N.A. as Syndication Agent, Citibank, N.A., Goldman Sachs Bank USA, PNC Capital Markets LLC, 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., [added: Citibank, N.A.,] Goldman Sachs Bank USA, [removed: Citibank, N.A.,] PNC Capital Markets LLC, U.S. [removed: Bank] [added: Bank,] National Association and Wells Fargo Securities, LLC, as [removed: Joint-Lead] [added: Joint Lead] Arrangers and Joint Bookrunners (incorporated herein by reference to Exhibit [removed: 10.1] [added: 10.2] to Humana Inc.’s Current Report on Form 8-K filed on June [removed: 3, 2022).] [added: 2, 2023).] | | |

| [removed: [(](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)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex101.htm)[m](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex101.htm)[)](http://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex101.htm)] | | | 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)[p](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)[n](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)[q](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)[o](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)[r](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)[p](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)[s](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)[q](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)[t](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)[r](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)[u](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)[s](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)[v](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)[t](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)[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)] [added: [(](http://www.sec.gov/Archives/edgar/data/49071/000004907114000053/humana8-k02282014ex10.htm)[u](http://www.sec.gov/Archives/edgar/data/49071/000004907114000053/humana8-k02282014ex10.htm)[)*](http://www.sec.gov/Archives/edgar/data/49071/000004907114000053/humana8-k02282014ex10.htm)] | | | 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)[x](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)[v](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). | | |

| [(s)](https://www.sec.gov/Archives/edgar/data/49071/000119312523069153/d484848dex42.htm) | | | Twenty-Fourth Supplemental Indenture, dated March 13, 2023, 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 March 13, 2023). | | |

| [(t)](https://www.sec.gov/Archives/edgar/data/49071/000119312523069153/d484848dex44.htm) | | | Twenty-Fifth Supplemental Indenture, dated March 13, 2023, 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 March 13, 2023). | | |

| [(u)](https://www.sec.gov/Archives/edgar/data/49071/000162828023038312/exhibit42-closing8xk.htm) | | | Twenty-Sixth Supplemental Indenture, dated November 9, 2023, 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 November 9, 2023). | | |

| [(](https://www.sec.gov/Archives/edgar/data/49071/000004907123000025/humanaseverancepolicyfinal.htm)[d](https://www.sec.gov/Archives/edgar/data/49071/000004907123000025/humanaseverancepolicyfinal.htm)[)*](https://www.sec.gov/Archives/edgar/data/49071/000004907123000025/humanaseverancepolicyfinal.htm) | | | Humana Inc. Executive Severance Policy, effective as of March 1, 2023 (incorporated herein by reference to Exhibit 10.3 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023). | | |

| [(](https://www.sec.gov/Archives/edgar/data/49071/000004907124000012/exhibit10ee-firstamendment.htm)[ee](https://www.sec.gov/Archives/edgar/data/49071/000004907124000012/exhibit10ee-firstamendment.htm)[)*†](https://www.sec.gov/Archives/edgar/data/49071/000004907124000012/exhibit10ee-firstamendment.htm) | | | First Amendment to the Amended and Restated Humana Inc. Stock Incentive Plan. | | |

| [(](https://www.sec.gov/Archives/edgar/data/49071/000004907124000012/exhibit10oo-annualiso3yr33.htm)[oo](https://www.sec.gov/Archives/edgar/data/49071/000004907124000012/exhibit10oo-annualiso3yr33.htm)[)*†](https://www.sec.gov/Archives/edgar/data/49071/000004907124000012/exhibit10oo-annualiso3yr33.htm) | | | Form of Company’s Incentive Stock Option Agreement and Agreement not to Compete or Solicit under the Amended and Restated Humana Inc. Stock Incentive Plan. | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

[97*†](https://www.sec.gov/Archives/edgar/data/49071/000004907124000012/exhibit97-humanarecoupment.htm) Humana Inc. Compensation Recoupment Policy, effective October 2, 2023

| | | | 2023 | | | | | | 2022 | | |

| Net income attributable to Humana | | | $ | 2,489 | | | | | $ | 2,806 | | | | | $ | 2,933 | |

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| [(](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) | | | $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). | | |

| [(](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). | | |

| Net income | | | $ | 2,802 | | | | | $ | 2,933 | | | | | $ | 3,367 | |

During 2022, 2021 and 2020, we funded certain non-regulated subsidiary acquisitions with contributions from Humana Inc., our parent company, included in capital contributions in the condensed statement of cash flows.

| | | | Date: | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |

| /s/ SUSAN M. DIAMOND | | | | | | Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |

| /s/ JOHN-PAUL W. FELTER | | | | | | Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer) | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |

| /s/ BRUCE D. BROUSSARD | | | | | | [removed: President and] Chief Executive Officer, Director (Principal Executive Officer) | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |

| /s/ KURT J. HILZINGER | | | | | | Chairman of the Board | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |

| /s/ RAQUEL C. BONO, M.D. | | | | | | Director | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |

| /s/ FRANK A. D’AMELIO | | | | | | Director | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |

| /s/ DAVID T. FEINBERG, M.D. | | | | | | Director | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |

| /s/ WAYNE A. I. FREDERICK, M.D. | | | | | | Director | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |

| /s/ JOHN W. GARRATT | | | | | | Director | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |

| /s/ KAREN W. KATZ | | | | | | Director | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |

| /s/ MARCY S. KLEVORN | | | | | | Director | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |

| /s/ WILLIAM J. MCDONALD | | | | | | Director | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |

| /s/ JORGE S. MESQUITA | | | | | | Director | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |

| /s/ BRAD D. SMITH | | | | | | Director | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |

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

| /s/ DAVID A. JONES, JR. | | | | | | Director | | | | | | February 16, 2023 | | |

| David A. Jones, Jr. | | | | | | | | | | | | | | |

| /s/ JAMES J. O’BRIEN | | | | | | Director | | | | | | February 16, 2023 | | |

| James J. O’Brien | | | | | | | | | | | | | | |